2442 COS/Sanford Airport Authority - Ground Lease 2022-2023E) oRIcIvnl,
LEASE NO. 2022-023
GROUND LEASE BETWEEN SANFORD AIRPORT AUTHORITY AND THE CITY OF SANFORD
THIS GROUND LEASE (the "Lease") is made and entered into as of the Date of this Lease, by and between
Landlord and Tenant. "Date of this Lease" shall mean the date on which the last one of the Landlord and Tenant has
signed this Lease which date shall also be the "Effective Date" of this Lease.
WITNESSETH:
Subject to and on the terms and conditions of this Lease, Landlord leases to Tenant and Tenant hires from
Landlord the Premises.
1. BASIC LEASE INFORMATION AND DEFINED TERMS. The key terms of this Lease and
the defined terms used in this Lease are as follows:
of Florida.
1.1 Landlord. SANFORD AIRPORT AUTHORITY, a dependent special district ofthe State
1.2 Tenant. CITY OF SANFORD, a Florida municipal corporation.
1.3 Premises. The land, three (3) acres, more or less, is size, and appurtenances located in
Sanford, Seminole County, Florida described and/or depicted in the sketch attached as EXHIBIT "A" together with
ingress and egress Except as expressly set forth in this Lease, Tenant has inspected the Premises and accepts
possession of the Premises in its then "as -is", "where -is" condition, without representation or warranty of any kind by
Landlord, as further set forth in the As -Is article.
Airport.
1.4 Airport. The Orlando Sanford International Airport. The Premises is located within the
1.5 Permitted Use of the Premises. A municipal fire station facility (see the Use article).
1.6 Lease Commencement Date. The Date of this Lease.
1.7 Lease Term. Thirty (30) years commencing on the Lease Commencement Date, as
extended or sooner terminated under the terms of this Lease (see the Term article). If the Lease Commencement
Date falls on a day other than the first day of a month, then for purposes of calculating the length of the Lease Term,
the first month of the Lease Term shall be the month immediately following the month in which the Lease
Commencement Date occurs.
1.8 Construction Commencement Deadline, The date that is three (3) years following the
Lease Commencement Date.
1.9 Construction Completion Deadline. The date that is four (4) years following the Lease
Commencement Date.
1.10 Base Rent. As provided in Section 5.2 below.
1.11 Tenant's Notice Address. CITY OF SANFORD, Attn: City Manager, 300 North Park
Avenue, Sanford, Florida 32771, with a copy to City Attorney, City of Sanford, 300 International Parkway, Suite 100,
Lake Mary, Florida 32746.
1.12 Landlord's Notice Address. SANFORD AIRPORT AUTHORITY, 1200 Red Cleveland
Boulevard, Sanford, Florida 32773, with a copy to General Counsel, Sanford Airport Authority, PO Box 4956,
Orlando, Florida 32802-4956.
I I Page
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1.13 Parties. The Landlord or Tenant, or both, as the context so permits.
2. TERM. This Lease shall constitute a legally binding and enforceable agreement as of the Date of
this Lease. Tenant shall have and hold the Premises for the Lease Term. The Lease Term shall commence on the
Lease Commencement Date. Notwithstanding anything in this Lease to the contrary, at any time prior to the
Construction Completion Deadline, the Tenant may elect to terminate this Lease and pay the Landlord, in lawful
United States currency, the `Early Termination Fee." The "Early Termination Fee" shall bean amount equal to fifty
percent (50%) of the fair market rental value for the use of the Premises for the period commencing on the Lease
Commencement Date and terminating on the date of the notice of the termination, to be calculated on a per diem
basis and paid on the date of termination.
3. USE. Tenant shall use and occupy the Premises only for the Permitted Use. Tenant shall not use
or permit or suffer the use of the Premises for any other purpose. Tenant shall not provide any products or services
not specifically authorized by this Lease or Landlord. The rights granted hereunder are expressly limited to the
improvement, maintenance, and operation of the Premises pursuant to the terms and conditions of this Lease. No
outside storage is permitted unless the Lease specifically designates an area for that purpose, or the stored items are
a functional component of Tenant's operation. In this regard, it is specifically understood and agreed that parking
of boats, motor homes or inoperable or unregistered vehicles and the stockpiling or storage of inoperable equipment,
machinery, and containers on the Premises is strictly prohibited. At Landlord's request, all storage and dumpsters
must be screened or concealed from public view, and storage shall be limited to storage incidental to Tenant's
overall operation on the Premises subject to Landlord's approval.
4. RULES AND REGULATIONS. Tenant shall, at its expense, at all times comply with and perform
all obligations required of the occupant or owner of the Premises pursuant to recorded restrictive covenants or other
restrictions or agreements running with the title to the Premises. Tenant shall conform to the Rules and Regulations.
"Rules and Regulations" shall mean the rules and regulations for the Airport promulgated by Landlord from time
to time; provided, however, that no amendment shall adversely affect the ability of the Tenant to use the Premises
without compensation for or replacement of the Tenant's Improvements. The Rules and Regulations which apply
as of the Date of this Lease are attached as EXHIBIT "C".
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5.1 General. The term "Rent" or "rent" when used in this Lease shall include Base Rent and
any forms of payment to be made by Tenant to Landlord. All Rent shall be paid to Landlord without demand, setoff,
or deduction whatsoever, except as specifically provided in this Lease, at Landlord's Notice Address, or at such other
place as Landlord designates in writing to Tenant. Tenant's obligations to pay Rent are covenants independent of the
Landlord's obligations under this Lease. Tenant shall pay to Landlord, with each payment of any Rent due under this
Lease, any sales, excise and other taxes levied, imposed or assessed by the State of Florida or any political subdivision
thereof or other taxing authority upon any Rent payable hereunder; provided, however, the Parties acknowledge that
such taxes may not be due at any given time as a result of Tenant's status as a municipality.
5.2 Base Rent.
5.2.1 General. Landlord and Tenant agree that the fair market rental value for the use
of the Premises is the sum of $0.39 per square foot of the total area of the Premises per annum totaling approximately
Fifty Thousand Nine Hundred Sixty -Five Dollars ($50,965) annually based on the anticipated three (3) acre area of
the Premises (the "Base Rent"); provided, however, the actual Base Rent shall be determined based on the actual total
area of the Premises agreed upon by Landlord and Tenant as provided in Section 1.3. Except as otherwise provided
herein, Base Rent will be paid by Tenant to Landlord in the availability of general firefighting services (structure fires,
brush fires, rescue services, transport services, mass casualty and triage, ARFF assistance and response, disaster
response, and other common events) (collectively, the "Services"), as needed. Certain rights, obligations, conditions,
and requirements relating to such services are set forth on EXHIBIT "B" attached hereto. In the event that Tenant
fails to continuously and uninterruptedly occupy and use, during the Lease Term following the Construction
Completion Deadline, the Premises for the Permitted Use and provide all of the Services to Landlord (with any such
period of time that Tenant fails to do so being referred to herein as a "Non -Service Period"), Tenant shall pay Base
Rent to Landlord in lawful United States currency for the duration of any such Non -Service Period, as further provided
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herein. All Base Rent shall be payable in monthly installments, in advance, beginning upon the commencement of any
Non -Service Period and continuing on the first day of each and every calendar month thereafter during the continuance
of any Non -Service Period, prorated for any partial calendar months. Unless otherwise expressly provided, all
monetary obligations of Tenant to Landlord under this Lease, of any type or nature, other than Base Rent, shall be
denominated as additional rent. Except as otherwise provided, all additional rent payments are due ten (10) days after
delivery of an invoice. Landlord shall have the same rights and remedies for defaults in the payment of additional
rent as provided in this Lease for defaults in the payment of Base Rent.
5.2.2 Adjustment. All Base Rent payable hereunder shall be adjusted at the end of
each five (5) year period during the Lease Term and any extensions, options or renewals. The annual Base Rent for
each successive five (5) year period commencing on the first (1n day of the first (I') calendar month after the fifth
(51) anniversary of the date that is the earlier of the Construction Completion Deadline and the date that Tenant
commences provision of the Services at the Premises shall be adjusted to reflect an increase in accordance with fair
market rate of the Premises; provided, however in no event shall the Base Rent for any successive five (5) year period
be less than the Base Rent in effect for the period immediate prior to such successive five (5) year period (any
determination of fair market rental rate for the Premises notwithstanding). If Landlord and Tenant cannot agree as to
the fair market value of the Premises, then Landlord shall select one qualified appraiser and Tenant shall select one
qualified appraiser and the two such appraisers shall select a third. The said appraisers shall then view the Premises
and arrive at a fair market value of the Premises. In the event such appraisers do not agree, then the two highest
appraisals will be averaged to establish fair market value and the rental formula will be applied to establish the rental
for the five (5) year period. Any appraiser designated hereunder shall be a member of the American Institute of Real
Estate Appraisers, the Society of Real Estate Appraisers, Master Appraisers Institute (M.A.I.) or other comparable
real estate organization and shall be disinterested.
5.3 Net Lease. The Rent shall be absolutely net to Landlord, free of any expense, charge, or
other deduction whatsoever as to the Premises or the ownership, leasing, operation, management, maintenance, repair,
replacement, use or occupation of the Premises, or any portion of the Premises (including any and all fees and charges
payable for the Premises and to any association established in connection with the Premises). Landlord shall not be
required to furnish any service or facility whatsoever to the Premises, or make any payment of any kind whatsoever
or be obligated or liable under this Lease, except as otherwise specifically set forth in this Lease. Tenant hereby
assumes the full and sole responsibility for the condition, operation, repair, alteration, improvement, replacement,
maintenance and management of the Premises and any portion of them, except as otherwise specifically provided for
in this Lease. Tenant shall pay any documentary stamp taxes, intangible taxes, and any other taxes which might be
owed in connection with this Lease and will indemnify, defend, and hold Landlord harmless from and against any
claims relating to the payment, imposition or collection of such taxes, including attorneys' fees incurred by Landlord.
Except as otherwise specifically provided in this Lease, (a) this Lease shall not terminate nor shall Tenant have any
right to terminate this Lease; (b) Tenant shall not for any reason whatsoever be entitled to any abatement, deduction,
deferment, suspension, or reduction of, or set-off, defense, or counterclaim against, any rent, charge, or other sums
payable by Tenant under this Lease; and (c) except as otherwise specifically provided in this Lease, the respective
obligations of Landlord and Tenant shall not be affected by reason of damage to or destruction of all or any portion
of the Premises from whatever cause, any taking by condemnation, eminent domain or agreement between Landlord
and those authorized to exercise such rights, the lawful or unlawful prohibition of Tenant's use of all or any portion
of the Premises It is the intention of the Parties that the obligations of Landlord and Tenant under this Lease shall be
separate and independent covenants and agreements and that the Rent and all other charges shall continue to be payable
in all events unless the obligations to pay shall be terminated under the express provisions of this Lease. Tenant
covenants and agrees that it shall remain obligated under this Lease in accordance with its terms, and that it will not
take any action (except as expressly provided in this Lease) to terminate, cancel, rescind, or void this Lease for any
reason whatsoever, including, any bankruptcy, insolvency, reorganization, composition, liquidation, dissolution, or
other proceedings affecting Landlord or any assignee of, or successor to, Landlord, and notwithstanding any action as
to this Lease that may be taken by a trustee or receiver of Landlord or any assignee of, or successor to, Landlord or
by any court in any such proceeding. Notwithstanding the foregoing, the Tenant does not, in any respect with regard
to the provisions of this Lease, pledge the ad valorem taxation of the Tenant to make any payment or satisfy any
obligation under the provisions of this Lease.
6. ASSIGNMENT OR SUBLETTING. Tenant may not transfer any of its rights under this Lease,
voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law, or any other manner
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(any of which, a "transfer"), without Landlord's prior written consent, which may be withheld in Landlord's sole
and absolute discretion. Without limiting the generality of the foregoing, Tenant may not sublease, assign,
mortgage, encumber, permit the transfer of direct or indirect ownership or control of the business entity comprising
Tenant, or permit any portion of the Premises to be occupied by third parties. Any transfer by Tenant in violation
of this article shall, at Landlord's option, be void. The Landlord may not assign this Lease to a successor without
the express written consent of the Tenant.
7. INSURANCE.
7.1 Tenant's Insurance. Subject to the provisions of Section 7.3, Tenant shall obtain and
keep in full force and effect at a minimum the insurance coverages which it has in place on the Lease Commencement
Date with the Florida League of Cities, utilizing an insurance fund known as Florida Mutual Insurance Trust ("FMIT"),
or a program of a similar nature such as, but not limited to, Public Risk Management of Florida, relative to which the
Tenant has disclosed such coverages to the Landlord. The Tenant shall continue to function under such coverages with
the Florida League of Cities consistent with the administrative requirements thereof or those of a similar program
relative to which the Tenant will provide notice and disclosures to the Landlord. At any reasonable time the Landlord
may request the Tenant to provide a summary of the Tenant's liability insurance program, as has been accomplished
prior to the execution of this Lease, and the Tenant shall promptly provide a summary.
7.2 Construction. Except for work to be performed by Landlord, before any Alterations are
undertaken by or on behalf of Tenant, Tenant shall obtain and maintain, at its expense, or Tenant shall require any
contractor performing work on the Premises to obtain and maintain, at no expense to Landlord, in addition to workers'
compensation insurance as required by the law of the State in which the Premises are located, all risk builder's risk
insurance in the amount of the replacement cost of the applicable Alterations (or such other amount reasonably
required by Landlord), automobile and commercial general liability insurance (including contractor's liability
coverage, contractual liability coverage, completed operations coverage, broad form property damage coverage, and
contractor's protective liability) written on an occurrence basis with a minimum limit of $3 million per occurrence
limit, which coverage limits may be effected with umbrella coverage.
7.3 Limitation of Liability. The Parties, as entities of Florida government, hereby, to the
extent and limits authorized by controlling Florida law (Section 768.28, Florida Statutes), agree to indemnify and
hold the other Party harmless against liability arising from the negligence of the Party negligently acting or failing to
act.
8. DEFAULT.
8.1 Events of Default. Each of the following shall be an event of default under this Lease: (a)
Tenant fails to make any payment of Rent when due and fails to provide the services in lieu of monetary Base Rent as
required by Section 5.2, and such failure is not cured by Tenant within five (5) days of receipt of written notice from
Landlord of such failure; (b) Tenant under this Lease becomes bankrupt or insolvent or makes an assignment for the
benefit of creditors or takes the benefit of any insolvency act, or if any debtor proceedings are taken by or against
Tenant; (c) Tenant abandons the Premises; (d) Tenant transfers this Lease in violation of this Lease; (e) Tenant fails
to deliver an estoppel certificate or subordination agreement or maintain required insurance coverages within the time
periods required by this Lease; (f) Tenant does not comply with its obligations to vacate the Premises under the terms
of this Lease; or (g) Tenant fails to perform any other obligation under this Lease, and such failure is not cured by
Tenant within ten (10) days of receipt of written notice from Landlord of such failure.
8.2 Remedies. If this Lease is rejected in any bankruptcy proceeding, Rent for the entire month
in which the rejection occurs shall be due and payable in full and shall not be prorated. All rights, options and remedies
of Landlord contained in this Lease shall be construed and held to be cumulative, and no one of them shall be exclusive
of the other, and Landlord shall have the right to pursue any one or all of such remedies or any other remedy or relief
which may be provided by law or in equity, whether or not stated in this Lease.
8.3 Late Charges, Interest, and Bad Checks. If any payment due Landlord shall not be paid
within five (5) days of when due, then Tenant shall pay, in addition to the payment then due, an administrative charge
equal to the greater of (a) 5% of the past due payment; or (b) $250. All payments due Landlord and not paid when
ORLDOCS 17098498 16
due shall bear interest at the lesser of. (a) 18% per annum, or (b) the highest rate of interest permitted to be charged
by applicable law, accruing from the date the obligation arose through the date payment is actually received by
Landlord, including after the date of any judgment against Tenant. If any check given to Landlord for any payment
is dishonored for any reason whatsoever not attributable to Landlord, then in addition to all other remedies available
to Landlord, upon demand, Tenant will reimburse Landlord for all insufficient funds, bank, or returned check fees,
plus an administrative fee not to exceed the maximum amount prescribed by law. In addition, Landlord may require
all future payments from Tenant to be made by cashier's check from a local bank, ACH payments, or by Federal
Reserve wire transfer to Landlord's account.
8.4 Presumption of Abandonment. It shall be conclusively presumed that Tenant has
abandoned the Premises if Tenant fails to keep the Premises open for business during regular business hours for ten
(10) consecutive days while in monetary default. Any grace periods set forth in this article shall not apply to the
application of this presumption.
8.5 Jurisdiction and Venue. The parties irrevocably consent that any legal action or
proceeding arising out of or in any way connected with this Lease may be instituted or brought in any court located in
Seminole County, Florida, which shall be the exclusive jurisdiction and venue for litigation concerning this Lease.
8.6 Air Navigation. Tenant shall prevent any use of the Premises, which would interfere with
or adversely affect the operation, maintenance or development of the Airport, or otherwise constitute a hazard to air
navigation. Notwithstanding any provision of this Lease to the contrary, Tenant agrees that Landlord shall be entitled
to self-help in the event of an immediate hazard to the flight of aircraft over the Premises or the health and wellbeing
of the traveling public. Without limiting the generality of the foregoing, Tenant acknowledges that Landlord shall be
entitled to enter the Premises and physically remove or mitigate the hazard, at Tenant's expense. In the event Tenant
fails to promptly mitigate a hazard or adverse effects on air navigation following notification from Landlord, Tenant
shall reimburse Landlord for any and all costs and expenses incurred by Landlord in exercising its self-help rights
hereunder, plus a twenty-five percent (25%) administrative overhead fee, which costs, expenses and administrative
overhead fee shall be due and payable within thirty (30) days of the date of the Landlord's written notice. Tenant
acknowledges and agrees that the right of self-help shall be in addition to any and all remedies available under the law
and this Lease, including immediate injunctive relief, both temporary and permanent, and the right of specific
performance.
9. ALTERATIONS.
9.1 General.
9.1.1 "Alterations" shall mean any alteration, addition, or improvement to the
Premises of any kind or nature, including the Initial Improvements. In addition to the requirements of this Section,
any Alterations performed by or on behalf of Tenant at the Premises shall comply with the provisions of EXHIBIT
«E»
9.1.2 Tenant's construction of initial improvements to the Premises (the "Initial
Improvements") shall be subject to Landlord's review and consent, which consent shall not be unreasonably
withheld. Landlord's review and consent shall include review by Landlord's Airport Design Review Committee
("DRC"), and Tenant shall comply with DRC's review and approval process and requirements. Landlord shall not
be liable for any design defects relating to any Alterations. The Initial Improvements shall consist of a full-service
fire station sufficient to provide the Services. Upon Landlord's final approval of the Initial Improvements, Tenant
shall proceed diligently to construct the same and shall diligently pursue such construction to completion. Landlord
shall have the right to terminate this Lease in the event that Tenant has not (a) commenced construction of the Initial
Improvements on or before the Construction Commencement Deadline, or (b) completed construction of the Initial
Improvements on or before the Construction Completion Deadline.
9.1.3 In conjunction with the approval process for the Plans for the Initial
Improvements in accordance with the provisions of EXHIBIT "F", Tenant shall submit to Landlord a proposed
site plan for the Premises showing the location of the Initial Improvements, adjacent parking areas, and any other
associated paved and unpaved areas proposed to be part of the Premises (the "Premises Site Plan"). Upon
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Landlord's final approval of the Premises Site Plan, Tenant shall engage a land surveyor licensed in the State of
Florida to create a boundary survey of the Premises as shown in the approved Premises Site Plan, together with a
legal description and square footage measurement of same (the "Premises Survey"). Upon Landlord's approval of
the Premises Survey, Tenant shall, upon request by Landlord, enter into an amendment to this Lease specifying such
legal description as the legal description of the Premises for purposes of this Lease and specifying such square
footage of the Premises as the square footage of the Premises for purposes of this Lease (including for purposes of
establishing the Base Rent for the Premises).
9.1.4 The approval by Landlord of any Alterations and any approval by Landlord of
any plans and specifications therefor shall not: (a) imply Landlord's approval of the plans and specifications as to
quality of design or fitness of any material or device used; (b) imply that the plans and specifications are in
compliance with any codes or other requirements of governmental authority (it being agreed that compliance with
these requirements is solely Tenant's responsibility); (c) impose any liability on Landlord to Tenant or any third
party; or (d) serve as a waiver or forfeiture of any right of Landlord. The Parties agree notwithstanding the
foregoing, that the facilities of the Tenant will be, of necessity, designed to provide the Services in accordance with
law and best practices.
9.2 Cooperation. Landlord agrees to cooperate reasonably with Tenant (including by timely
signing applications) in obtaining any necessary governmental approvals for any work (including sign installation)
that Tenant is permitted to perform under this Lease. Tenant shall, promptly upon receipt of them, furnish Landlord
with copies of any and all written inspections, examinations, evaluations, studies, tests, surveys, reports, approvals,
permits, or other written matters obtained by Tenant in connection with its improvements to or inspections of the
Premises by Tenant or third parties.
9.3 Tenant's Costs/Title to Improvements. Tenant shall pay the entire cost of all Tenant's
Improvements and Alterations, including the cost of all utility connections, capacity, concurrency and impact fees
payable to any Governmental Authority imposing the same, including sewer, water, transportation, school, or
educational facilities or land, park facilities or land, fire/EMS facilities or land, or service impact fees (collectively,
the "Impact Fees"). Tenant may procure title insurance at its costs relating to the Premises and the Improvements
owned by the Tenant. Title to the Tenant's Improvements and Alterations shall automatically vest in Tenant until the
expiration or sooner termination of the Lease Term, whereupon title to the Tenant's Improvements and Alterations
shall automatically pass to, vest in, and become the absolute property of the Landlord it being determined that the
Improvements will be surplus at that time and that it serves and constitutes a public purpose to have the Improvements
become the property of the Landlord. If requested, then Tenant will convey the Tenant's Improvements and
Alterations to Landlord by quit claim deed upon the expiration or sooner termination of the Lease Term.
10. LIENS. Pursuant to the Florida Constitution and Section 11.066, Florida Statutes, the property of
the State, the property of any State agency or municipality, or any monetary recovery made on behalf of the State
or any State agency or municipality is not subject to a lien of any kind. Section 255.05, Florida Statutes, controls
construction bonds relating construction projects of the Tenant. If any lien is filed against the Premises for work or
materials claimed to have been famished to Tenant, then Tenant shall cause it to be discharged of record within
twenty (20) days after notice to Tenant. Further, Tenant shall indemnify, defend, and save Landlord harmless from
and against any damage or loss, including reasonable attorneys' fees, incurred by Landlord as a result of any liens
or other claims arising out of or related to work performed in the Premises by or on behalf of Tenant.
11. ACCESS TO PREMISES/LANDLORD RIGHTS RESERVED. Tenant shall permit Landlord
and its agents or representatives to enter the Premises upon reasonable prior notice (which notice may be by
telephone or e-mail) to Tenant (or without notice in case of emergency) for the purpose of: (i) inspecting the
Premises; and (ii) making any necessary repairs to the Premises and performing any work in the Premises that may
be reasonable or necessary by reason of Tenant's failure, after the giving of any notice required under this Lease
and the expiration of any applicable cure period, if any, to make any such repairs or perforce any such work. In the
event of an emergency, or in order to protect life or property, Landlord may effect repairs by giving Tenant such
notice as is reasonable under the circumstances (which notice may be by telephone or e-mail) but shall not be
required to await the expiration of any notice or cure periods. Tenant may elect a designee of Tenant to accompany
such agent or representative of Landlord. Nothing in this article or elsewhere in this Lease shall imply or impose
ORLDOCS 17098498 16
any duty upon the part of Landlord to perform any repairs or do any work; and performance of any repairs or work
by Landlord shall not constitute a waiver of Tenant's default in failing to perform them.
12. ENVIRONMENTAL LAWS.
12.1 Compliance with Laws. "Environmental Laws" shall mean all applicable environmental
ordinances, rules, regulations, statutes, orders, and laws of all local, state, or federal agencies or bodies with
jurisdiction over the Premises or the activities conducted on the Premises. Tenant's use of, and activities on, the
Premises shall be conducted in compliance with all Environmental Laws and Landlord's Environmental Protection
Policy attached as EXHIBIT "D", which shall be modified to address the Tenant as a unique tenant as the Tenant is
a governmental entity. If any of Tenant's activities require the use of "hazardous" or "toxic" substances, as those terms
are defined by any of the Environmental Laws, then Tenant represents and warrants to Landlord that Tenant has
received all permits and approvals required under the Environmental Laws concerning the toxic or hazardous
substances. The Parties shall maintain the Premises in complete compliance with the Environmental Laws and this
Lease.
12.2 Tenant's Breach. If Tenant breaches any of its obligations contained in this article or fails
to notify Landlord of the release of any hazardous or toxic substances from the Premises, then, in addition to all other
rights and remedies available to Landlord, Landlord shall have the right to initiate a clean-up of the Premises, in which
case Landlord shall be reimbursed by Tenant for, and indemnified by Tenant from, any and all costs, expenses, losses,
and liabilities incurred in connection with the clean-up (including all reasonable attorneys' fees) by Landlord. In the
alternative, Landlord may require Tenant to clean-up the Premises and to pay all costs incurred by Landlord in
connection with Tenant's clean-up action. If Landlord shall have reason to believe that a hazardous or toxic substance
has been discharged on the Premises by Tenant, its employees, agents, contractors, sublessees or licensees, then
Landlord shall have the right, in its sole discretion, to require Tenant to perform periodically to Landlord's reasonable
satisfaction (but not more frequently than annually unless an environmental complaint from applicable governmental
authorities shall be then outstanding), at Tenant's expense, an environmental audit and, if deemed necessary by
Landlord, an environmental risk assessment of: (a) the Premises, (b) hazardous substance management practices,
and/or (c) hazardous substance disposal sites used by Tenant. Said audit and/or risk assessment must be by an
environmental consultant reasonably satisfactory to Landlord. Should Tenant fail to perform any such environmental
audit or risk assessment within thirty (30) days after Landlord's request, Landlord shall have the right to retain an
environmental consultant to perform such environmental audit or risk assessment. All costs and expenses incurred by
Landlord in the exercise of such rights shall be secured by this Lease and shall be payable by Tenant upon demand.
The provisions of this Section are subject to the limitations of liability provisions of this Lease.
12.3 Ongoing Use of Hazardous Substances. If Tenant's operations require the ongoing use
of hazardous or toxic substances, then Tenant shall supply Landlord with copies of reports and any other monitoring
information required by the Environmental Laws.
12.4 Environmental Disclosure. Tenant acknowledges and understands that the Airport was
previously used as a United States naval military base and is currently being used for a commercial airport. Certain
chemicals or other environmental contaminants, such as petroleum, may be and may have been utilized at the
Airport. Other tenants or third parties may have also used other chemicals or other contaminants within the boundary
of the Airport. As a result, Landlord has cleaned up contamination as to certain areas of the Airport. Other areas
remain subject to certain Site Rehabilitation Completion Order(s) with Institutional Controls ("SRCO'). Still others
may be or in the future may become areas of investigation by the Florida Department of Environmental Protection
("FDEP"). The known SRCO's and any active areas of investigation/cleanup are available for review by the FDEP
at https://floridadep.gov/. Tenant has bad an opportunity to review FDEP's records as would concern this particular
Property, had an opportunity to conduct any due diligence it deems necessary and proper and has determined that the
SRCO will not interfere with Tenant's peaceful use and enjoyment of the Premises in compliance with this
Lease. Tenant understands that should it desire to modify the Premises, such alterations may necessarily involve the
review of FDEP.
12.5 Survival. This article shall survive the expiration or sooner termination of this Lease.
13. CASUALTY DAMAGE
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13.1 General. This Lease shall not terminate or be forfeited or be affected in any manner by
reason of damage to or total, substantial, or partial destruction of, the Premises or any part or parts of the Premises, or
by reason of the untenantability of the Premises or any part of the Premises, for or due to any reason or cause
whatsoever, and Tenant, notwithstanding any law or statute present or future, waives any and all rights related thereto
to quit or surrender the Premises or any part of the Premises. Tenant expressly agrees that its obligations under this
Lease, including the payment of any and all Rent, shall continue as though the Premises had not been damaged or
destroyed and without abatement, suspension, diminution, or reduction of any kind.
13.2 Restoration. If the Premises shall be destroyed or damaged in whole or in part by fire or
other casualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature,
ordinary or extraordinary, foreseen or unforeseen, then Tenant shall give to Landlord immediate notice thereof, and
Tenant shall promptly cause the Premises to be altered, restored, replaced, and rebuilt (collectively, the "Restoration")
to substantially the condition in which it existed immediately prior to the damage (and as may also be required by
governmental authorities).
13.3 Requirements. In connection with any Restoration, Tenant may make Alterations in
accordance with and subject to the provisions of the Alterations article of this Lease. Landlord shall in no event be
called upon to effect Restoration of the Premises or any portion of the Premises or to pay any of the costs or expenses
of such Restoration. If Tenant shall fail or neglect to cause the Restoration of the Premises with reasonable diligence
and in accordance with the other terms of this Lease, or having so commenced such Restoration shall fail to complete
the same with reasonable diligence in accordance with (and within the time periods provided pursuant to) the terms
of this Lease, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated
for any reason, then Landlord may, after notice to Tenant as provided in the Default article, terminate this Lease. All
work by Tenant shall be done in accordance with the applicable provisions of this Lease.
13.4 End of Term. If, during the last two (2) years of the Lease Term, the buildings or
improvements shall be damaged by fire or other casualty, then Tenant shall have the option, to be exercised within 90
days after such event, to: (a) elect to repair or restore as provided above; or (b) promptly clear all debris and surrender
possession of the Premises to Landlord and assign to Landlord (or, if already received by Tenant, pay to Landlord) all
of its right, title, and interest in all of the proceeds from Tenant's casualty insurance applicable to the damage to the
improvements, to the extent such proceeds are not allocable to clearing the debris and upon such assignment or
payment to Landlord, Landlord and Tenant shall be relieved from any further obligations under this Lease except
those that survive any such termination.
13.5 Override. The rights given Tenant under this article are in lieu of and override any rights
that Tenant may have by statute or under other applicable law. Notwithstanding any provision of this Lease to the
contrary, if the Tenant is unable to provide the Services required under this Lease to the Landlord due to the casualties
or damages set forth in this Article, the Tenant shall be under no obligation to pay any rent or other payment to the
Landlord until the Tenant's facilities have been repaired and provision of the Services by the Tenant to the Landlord
recommence; provided, however, that the Tenant shall provide the Services, insofar as practicable, from an alternative
location or locations.
14. CONDEMNATION.
14.1 Definition of Taking. For purposes of this article, any of the following three (3) events
shall be deemed a "Taking": (a) if any part of the Premises is taken or condemned through the exercise of the power
of eminent domain by any governmental or private board, body, or agency having the right to exercise such power
except the Landlord; (b) if any part of the Premises is conveyed to any such condemning authority under threat of
condemnation before or after proceedings have been commenced to acquire the property by the condemning authority;
or (c) if a "Taking" is judicially declared in any proceeding in which Landlord and Tenant are parties.
14.2 Total Taking. In the event of a Taking of all of the Premises, this Lease shall terminate
on the date on which possession of the Premises is delivered to the condemning authority (the "Condemnation Date")
and Rent shall be apportioned and paid to the Condemnation Date.
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14.3 Partial Taking. If a Taking shall affect less than all but nevertheless a material portion of
the Premises which will render the Premises unsuitable for restoration for continued use and occupancy by Tenant,
then Tenant may, not later than ninety (90) days after such occurrence, deliver to Landlord (i) notice of Tenant's
intention to terminate this Lease on a Business Day specified in such notice (the "Lease Termination Date"), which
occurs not less than thirty (30) days after the delivery of such notice; provided, however, if the interest of Tenant under
this Lease shall then be encumbered by a Leasehold Mortgage, the Leasehold Mortgagee shall have consented in
writing to the giving of such notice, and (ii) a certificate of Tenant describing the event giving rise to such termination.
Any dispute between the Parties as to whether the Taking renders the Premises unsuitable for restoration for continued
use and occupancy by Tenant shall be settled by arbitration in accordance with the non -expedited procedures of the
Commercial Arbitration Rules of the American Arbitration Association then in force, with the following exceptions.
There shall be a single arbitrator selected by the American Arbitration Association who shall be independent of the
Parties and shall have at least ten (10) years' experience in commercial leasing matters. Judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator must set forth in any award
that he renders findings of fact and conclusions of law supporting the decision. The arbitration hearing will be held
in Sanford, Florida. This Lease shall terminate on the Lease Termination Date, except as to obligations and liabilities
of Tenant under this Lease, actual or contingent, that have arisen on or before the Lease Termination Date, upon
payment of all Rent and other sums then due and payable under this Lease to and including the Lease Termination
Date.
14.4 Allocation of Award. Landlord and Tenant agree that any award or compensation on
account of a Taking will be allocated as follows:
14.4.1 Tenant shall be entitled to receive that portion of the award or compensation
allocable to its leasehold estate and all awards for any improvements located on the Premises, subject to Landlord's
right to receive the reversionary estate interest in such improvements; and
14.4.2 Landlord shall be entitled to receive that portion of the award or compensation
allocable to its reversionary estate, as encumbered by this Lease.
14.5 Condemnation Proceedings. Each of Landlord and Tenant may appear in any such
proceeding or action, to negotiate, prosecute, and adjust any claim for any award or compensation on account of any
Taking as it relates to their respective interests in the Premises. All amounts paid in connection with any Taking of
the Premises shall be applied pursuant to this article, and all such amounts are defined as the "Award." Landlord shall
have no interest in any Award or any portion of it made as to Tenant's leasehold estate or the improvements, except
as to its reversionary interest in them, all of which shall belong to and be paid to Tenant; provided that any claim or
interest by Leasehold Mortgagee shall be deducted from Tenant's Award and shall not reduce any compensation
granted to Landlord; and Tenant shall have no interest in any Award or any portion it made as to Landlord's
reversionary estate.
14.6 Continuation. If a Taking of the Premises or any part of the Premises occurs but Tenant
does not give notice of its intention to terminate this Lease as provided in this article, then this Lease shall continue
in full force and effect. Any Award payable for such Taking shall be allocated between Landlord and Tenant in
accordance with this article, and Tenant shall promptly repair and restore the Premises to the same condition (as nearly
as practicable) as existed immediately before the Taking (assuming for this purpose that the Premises were in
compliance with the terms of this Lease) and as required by then existing laws. In the event of any temporary Taking,
this Lease shall remain in full force and effect and Tenant shall be entitled to receive the Award allocable to such
temporary Taking; except that such portion of the Award allocable to the period after the expiration or termination of
the Lease Term shall be paid to Landlord.
15. REPAIR AND MAINTENANCE. Landlord shall have no maintenance obligation concerning the
Premises and no obligation to make any repairs or replacements, in, on, or to the Premises, unless caused by
Landlord's negligence or misconduct. Tenant otherwise assumes the full and sole responsibility for the condition,
operation, repair, replacement, and maintenance of the Premises, including all improvements, throughout the Lease
Tenn. Tenant shall maintain the Premises and all improvements and buildings in good repair and in a clean,
attractive, first-class condition. Tenant shall not commit or allow to be committed any waste on any portion of the
Premises. Tenant's maintenance is to include the following: (a) maintaining the surfaces in a level, smooth and
ORLDOCS 17098498 16
evenly -covered condition with the type of surfacing material originally installed or such substitute as shall in all
respects be equal in quality, use, and durability and restriping, repairing and replacing of paved and parking areas;
(b) removing all papers, mud and sand, debris, filth and refuse and thoroughly sweeping the area to the extent
reasonably necessary to keep the area in a clean and orderly condition; (c) placing, keeping in repair and replacing
any necessary appropriate directional signs, markers and lines; (d) operating, keeping in repair and replacing, where
necessary, such artificial lighting facilities as shall be reasonably required; (e) maintaining all perimeter and exterior
building walls including but not limited to all retaining walls in a good condition and state of repair; and (f)
maintaining, mowing, weeding, trimming and watering all landscaped areas and making such replacements of
shrubs and other landscaping as is necessary.
15.1.1 This Lease shall be subject and subordinate to all of the terms and conditions
of any instrument and documents under which Landlord acquired the land, of which the Premises are a part, or
improvements thereon, and shall be given only such effect as will not conflict with nor be inconsistent with such
terms and conditions. Tenant understands and agrees that this Lease shall be subordinate to the provisions of any
existing or future agreement between Landlord and the United States of America or State of Florida, or any of their
agencies, relative to the operation or maintenance of the Airport, the execution of which has been or may be required
as a condition precedent to the expenditure of state or federal funds for the development of the Airport.
15.2 Easements. Tenant agrees to join in, consent to, and comply with the terms of any utility
and drainage easements granted in connection with the provision of services to the Premises. Without limiting any
other provisions of this Lease, Tenant further agrees to join in and comply with all other rights, easements and
restrictions of record.
16. INDEMNIFICATION. See, Section 7.3.
17. NO WAIVER. The failure of a party to insist on the strict performance of any provision of this
Lease or to exercise any remedy for any default shall not be construed as a waiver. The waiver of any noncompliance
with this Lease shall not prevent subsequent similar noncompliance from being a default. No waiver shall be
effective unless expressed in writing and signed by the waiving party. No notice to or demand on a party shall of
itself entitle the party to any other or further notice or demand in similar or other circumstances. The receipt by
Landlord of any Rent after default on the part of Tenant (whether the Rent is due before or after the default) shall
not excuse any delays as to future Rent payments and shall not be deemed to operate as a waiver of any then -existing
default by Tenant or of the right of Landlord to pursue any available remedies. No payment by Tenant, or receipt
by Landlord, of a lesser amount than the Rent actually owed under the terms of this Lease shall be deemed to be
anything other than a payment on account of the earliest stipulated Rent due. No endorsement or statement on any
check or any letter accompanying any check or payment of Rent will be deemed an accord and satisfaction.
Landlord may accept the check or payment without prejudice to Landlord's right to recover the balance of the Rent
or to pursue any other remedy. It is the intention of the parties that this article will modify the common law rules
of waiver and estoppel and the provisions of any statute that might dictate a contrary result.
18. SERVICES AND UTILITIES. Landlord shall have no obligation to provide any utilities or
services to the Premises. Tenant shall be solely responsible for and shall promptly pay all charges for water,
electricity, or any other utility used or consumed in the Premises, including all costs associated with the provision
of separate meters or submeters for the Premises. Landlord may at any time change the electrical utility provider
for the Premises. To the extent permittable with its operational requirements, as determined by the Tenant, Tenant
shall utilize the Airport's telecommunications systems and is not permitted to utilize any other telecommunications
service provider, unless the Airport's telecommunications system is unavailable at the Premises. Tenant's payments
to Landlord for telecommunications services shall be considered additional rent under this Lease and failure to
timely pay shall be considered a default under this Lease.
19. GOVERNMENTAL REGULATIONS
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19.1 Tenant to Comply. Tenant shall promptly comply with all laws, orders, and regulations
of all county, municipal, state, federal, and other applicable governmental authorities, and all recorded covenants and
restrictions affecting the Premises, now in force or that may hereafter be in force, and shall faithfully observe, in the
use of the Premises, all municipal and county ordinances and state and federal laws now in force or that may hereafter
be in force, that shall impose any duty on Tenant concerning the Premises or the use or occupancy of the Premises,
including all laws relating to fire and safety, and hazardous materials.
19.2 Licenses and Permits. Tenant shall obtain all licenses and permits from time to time
required to enable Tenant to conduct its operations under this Lease. No failure of Tenant to obtain or maintain any
licenses or permits, or extensions or renewals of them, shall release Tenant from the performance and observance of
Tenant's obligations under this Lease.
20. SURVIVAL. Any liability or obligation of Landlord or Tenant arising during the Lease Term shall
survive the expiration or earlier termination of this Lease, including, but not limited to, obligations and liabilities
relating to (a) the condition of the Premises, and (b) the indemnification provisions of this Lease.
21. BROKER. Landlord and Tenant each represent and warrant that they have neither consulted nor
negotiated with any broker or finder regarding the Premises. Tenant shall indemnify, defend, and hold Landlord
harmless from and against any claims for commissions from any real estate broker with whom Tenant has dealt in
connection with this Lease. Landlord shall indemnify, defend, and hold Tenant harmless from and against payment
of any leasing commission due in connection with this Lease and any claims for commissions from any real estate
broker with whom Landlord has dealt in connection with this Lease. The terms of this article shall survive the
expiration or earlier termination of this Lease.
22. END OF TERM. Tenant shall surrender the Premises to Landlord at the expiration or sooner
termination of this Lease or Tenant's right of possession in good order and condition, broom -clean, except for
reasonable wear and tear. All Alterations made by Landlord or Tenant to the Premises shall become Landlord's
property on the expiration or sooner termination of the Lease Term. On the expiration or sooner termination of the
Lease Term, Tenant, at its expense, shall remove from the Premises all of Tenant's personal property that Landlord
designates by notice to Tenant. Tenant shall also repair any damage to the Premises caused by the removal. Any
items of Tenant's property that shall remain in the Premises after the expiration or sooner termination of the Lease
Term, may, at the option of Landlord and without notice, be deemed to have been abandoned, and in that case, those
items may be retained by Landlord as its property to be disposed of by Landlord, without accountability or notice
to Tenant or any other party, in the manner Landlord shall determine, at Tenant's expense. The end of term may be
modified as this Lease may be renewed or extended from time -to -time.
23. ATTORNEYS' FEES. Except as set forth in this Lease, the prevailing party in any litigation or
arbitration arising out of or in any manner based on or relating to this Lease, including tort actions and actions for
injunctive, declaratory, and provisional relief, shall be entitled to recover from the losing party actual attorneys'
fees and costs, including fees for litigating the fees incurred and fees in connection with bankruptcy or appellate
proceedings. In addition, if Landlord becomes a party to any suit or proceeding affecting the Premises or involving
this Lease or Tenant's interest under this Lease, other than a suit between Landlord and Tenant, or if Landlord
engages counsel to collect any of the amounts owed under this Lease, or to enforce performance of any of the
agreements, conditions, covenants, provisions, or stipulations of this Lease, without commencing litigation, then
the costs, expenses, and reasonable attorneys' fees and disbursements incurred by Landlord shall be paid to Landlord
by Tenant. The obligations set forth herein shall be reciprocal.
24. NOTICES.
24.1 General Requirements. Except as otherwise expressly provided, any notice, demand,
request, election, or other communication (a "Communication") required or permitted to be given or made to or by
any party to this Lease or otherwise given or made under this Lease, shall be in writing. A Communication shall be
deemed to have been delivered and received on the earlier of the day actually received (by whatever means sent,
including means not authorized by this article) if received before 5:00 p.m. on a Business Day (or, if not received
before 5:00 p.m. on a Business Day, on the first Business Day after the day of receipt) or, regardless of whether or not
received after the following dates, (a) on the date of delivery or refusal of delivery, if by hand delivery; (b) on the first
ORLDOCS 17098498 16
Business Day after having been delivered to a nationally recognized overnight air courier service (such as FedEx) for
"next business day" delivery; or (c) on the third (31) Business Day after having been deposited with the United States
Postal Service, Registered or Certified Mail, Return Receipt Requested; in each case addressed to the respective party
at the party's Notice Address, which Notice Address may be changed by notice delivered to the other party in
accordance with the terms of this article; provided that if Tenant has vacated the Premises or is in default of this Lease,
then Communications may be delivered by any manner permitted by law for service of process. Notwithstanding the
foregoing, any Communication which is in fact received, regardless of whether it is sent in compliance with the
requirements of this article, shall be effective as of the date received. If any Communication is returned to the
addressor because it is refused, unclaimed, or the addressee has moved, or is otherwise not delivered or deliverable
through no fault of the addressor, then effective notice shall still be deemed to have been given. If there is more than
one party constituting Tenant, then any Communication may be given by or to any one of them, and shall have the
same force and effect as if given by or to all of them.
24.2 Notices by and to Lawyers. Any lawyer representing Landlord or Tenant may give any
Communication under this Lease on behalf of the lawyer's client. Any Communication so given by a lawyer shall be
deemed to have been given by the lawyer's client. Notwithstanding anything to the contrary in this Lease, any
obligation to send a copy of a Communication to a party's lawyer shall only apply to Communications that are notices
of a default under this Lease.
24.3 Section 83.20, Florida Statutes. Any notices required under Section 83.20, Florida
Statutes, shall be deemed to have been fully given, made, sent, and received if sent in compliance with this article.
24.4 Change of Notice Address. Either party may change its Notice Address by notice to the
other party. However, this will not permit a party to add additional persons to receive Communications or copies of
Communications so that more than a maximum of two (2) persons are entitled to receive any Communication or copy
of any Communication.
25. EXCUSABLE DELAY. For purposes of this Lease, the term "Excusable Delay" shall mean any
delays due to strikes, lockouts, civil commotion, war or warlike operations, acts of terrorism, acts of a public enemy,
acts of bioterrorism, epidemics, quarantines, invasion, rebellion, hostilities, military or usurped power, sabotage,
government regulations or controls, inability to obtain any material, utility, or service because of governmental
restrictions, hurricanes, floods, or other natural disasters, acts of God, or any other cause beyond the direct control
of the party delayed. Notwithstanding anything in this Lease to the contrary, if Landlord or Tenant shall be delayed
in the performance of any act required under this Lease by reason of any Excusable Delay, then provided notice of
the Excusable Delay is given to the other party within five (5) days after its occurrence, performance of the act shall
be excused for the period of the delay and the period for the performance of the act shall be extended for a reasonable
period, in no event to exceed a period equivalent to the period of the delay. The provisions of this article shall not
operate to excuse Tenant from the payment of Rent or from surrendering the Premises at the end of the Lease Term,
or from the obligations to maintain insurance, and shall not operate to extend the Lease Term. Delays or failures to
perform resulting from lack of funds or the increased cost of obtaining labor and materials shall not be deemed
delays beyond the direct control of a party.
26. QUIET ENJOYMENT. Landlord covenants and agrees that, on Tenant's performing all of the
other provisions of this Lease on its part to be performed, Tenant may peaceably and quietly hold and enjoy the
Premises for the Lease Term without material hindrance or interruption by Landlord or any other person claiming by,
through, or under Landlord, subject, nevertheless, to the terms, covenants, and conditions of this Lease and the Prime
Lease.
27. TENANT'S REPRESENTATIONS. Tenant represents and warrants as follows: (i) Tenant has
full power to execute, deliver, and perform its obligations under this Lease, (ii) The execution and delivery of this
Lease, and the performance by Tenant of its obligations under this Lease, have been duly authorized by all necessary
action of Tenant, and do not contravene or conflict with any provisions of the controlling provisions of State law,
or any other agreement binding on Tenant, and (iii) The individual executing this Lease on behalf of Tenant has full
authority to do so.
ORLDOCS 17098498 16
28. LANDLORD'S REPRESENTATIONS.
28.1 Landlord's Representations. Landlord represents and warrants to Tenant as follows: (i)
Landlord has full right and authority to enter into this Lease and perform Landlord's obligations under this Lease, (ii)
This Lease is and shall be binding upon and enforceable against Landlord in accordance with its terms, and (iii) The
transaction contemplated by this Lease will not result in a breach of, or constitute a default under, any agreement to
which Landlord or the Premises are subject.
28.2 AS -IS. Except as set forth expressly in this article, Landlord does not make any warranties
or representations concerning the Premises or any component of the Premises, including the zoning or other land use
restrictions affecting the Premises, the compliance of the Premises or any part of the Premises with any governmental
requirement, the use or existence, or prior use or existence, of hazardous materials on the Premises, or the accuracy
or completeness of any statement or other matter previously disclosed to the Tenant. EXCEPT AS SPECIFICALLY
PROVIDED FOR IN THIS LEASE, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES GIVEN TO
TENANT IN CONNECTION WITH THIS LEASE OR THE PREMISES. LANDLORD DISCLAIMS ANY
AND ALL WARRANTIES OF MERCHANTABILITY, HABITABILITY, TENANTABILITY, AND
FITNESS FOR A PARTICULAR PURPOSE.
28.3 Limitation of Remedies. Except as provided, Landlord shall have no liability or
obligation as to any false or inaccurate representations or warranties contained in this Lease, and Tenant's sole right
and remedy for Landlord's breach of the representations and warranties in this Article shall be to terminate this Lease.
Should Tenant fail to terminate this Lease within such time period, Landlord shall have no liability or obligation as to
any such representations or warranties.
29. RECORDATION. After the Date of this Lease, Tenant may record a memorandum of this Lease
in a form attached to this Lease as EXHIBIT "F" provided Tenant pays all recording costs and that, before
recording the memorandum, Tenant delivers a notice of termination of the memorandum (the "Termination") in
the form attached to this Lease as EXHIBIT "G" executed by Tenant in recordable form terminating the
memorandum to Landlord, to be held in trust by Landlord until such time as the Lease Term expires or terminates
in accordance with the terms of this Lease, in which case Tenant agrees that Landlord shall have the right to record
the Termination upon the termination or expiration of the Lease Term.
30. LANDLORD'S RESERVATIONS. The Airport shall at all times be subject to the exclusive
control and management of Landlord consistent with the Prime Lease for so long as it is effect. Landlord may
increase, reduce, improve, or otherwise alter the Airport, otherwise make improvements, alterations, or additions to
the Airport. Landlord may also temporarily close all or portions of the Airport to make repairs or improvements.
In addition, Landlord may temporarily close the Airport and preclude access to the Premises in the event of casualty,
governmental requirements, the threat of an emergency such as a hurricane or other act of God, or if Landlord
otherwise reasonably deems it necessary in order to prevent damage or injury to person or property. During time
of war and national emergency, Landlord shall have the right to sublease the Airport property or any portion thereof,
including the Premises, to the United States Government for military or naval use, and, if such sublease is executed,
this Lease shall terminate and the Tenant shall be compensated for the loss of its Improvements. Landlord reserves
the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction
and interference. Landlord reserves unto itself and its successors and assigns, for the use and benefit of the public,
the right of flight for: (a) the passage of aircraft in, though, and across the airspace above the surface of the Premises,
together with the right of the aircraft to make noise and exhaust emissions, light, vibrations, radio, television and
other electromagnetic emissions and other effects as may be necessary for or incidental to the operation of aircraft;
(b) navigation of or flight in said airspace; and (c) aircraft landing on, taking off from or operating at the Airport.
Tenant on behalf of itself, and its subtenants, successors and assigns, hereby waives, releases and forever discharges
the Landlord from all claims, demands, judgments, orders, awards, liabilities, costs, attorney's fees, causes of action,
administrative proceedings and lawsuits of every kind, nature or description, whether known or unknown, fixed or
contingent, which Tenant or any person claiming through or under it ever had, now has or hereafter may acquire,
upon or by reason of the exercise of the rights reserved herein. It is further agreed that Landlord shall have
no obligation whatsoever, now or at any time in the future, to avoid or mitigate damages arising as a result of the
exercise of the rights reserved herein or the operation of the Airport. Tenant waives and releases from any liability
resulting from Landlord exercising any of the rights under this section. None of the provisions of this article, or
ORLDOCS 17098498 16
any actions taken and restrictions imposed by or at the direction of Landlord pursuant thereto, constitutes or shall
be considered an eviction or disturbance of Tenant's quiet enjoyment and possession of the Premises. This Lease
does not create, nor will Tenant have any express or implied easement for, or other rights to, air, light, or view over,
from, or about the Premises. The above being said, if the Tenant's use of the Premises is eliminated hereunder, then
the Tenant's obligation to provide the Services shall terminate.
31. AMERICANS WITH DISABILITIES. Tenant shall comply with the applicable requirements of
the Americans with Disabilities Act, the State of Florida Accessibility Requirements Manual, and Section 504 of
the Rehabilitation Act of 1973 and any similar or successor laws, ordinances, rules, and regulations, including
cooperation with Landlord, concerning the same subject matter.
32. FEDERAL AVIATION ADNIINISTRATION. Tenant shall comply with, and this Lease is
subject to, the requirements of the Federal Aviation Administration created by the Federal Government under the
Civil Aeronautics Act of 1938 (the "FAA"). Without limiting the generality of the foregoing, Tenant acknowledges
and agrees that it shall not be deemed unreasonable for Landlord to withhold consent to any Alterations determined
to be a potential hazard to air navigation by Landlord. Landlord's obligation to deliver possession of the Premises
to Tenant and the effectiveness of this Lease shall be contingent upon Landlord obtaining the consent of the FAA
to this Lease. If Landlord is unable to obtain the consent of the FAA to this Lease, then Landlord shall take
commercially reasonable corrective measures in order to obtain the FAA's consent. If, after Landlord's
commercially reasonable efforts, FAA consent is not obtained, then this Lease shall be deemed terminated and of
no further force or effect as of the date of such notice. Whenever the term "Federal Aviation Administration" or
"FAA" is used in this Lease, it shall be construed as referring to the Federal Aviation Administration created by the
Federal Government under the Civil Aeronautics Act of 1938, as amended, or to such other agency or agencies of
the Federal Government having, from time to time, similar jurisdiction over airports of the nature to be operated by
Landlord, including, but not limited to, the presently existing Federal Aviation Administration or its successors.
33. NON-DISCRDIINATION.
33.1 The Parties recognize that Tenant is a Florida municipality. However, Tenant, as a part of
the consideration hereof, does hereby covenant and agree as a covenant running with the land that:
33.1.1 In the event facilities are constructed, maintained, or otherwise operated on the
Premises for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for
another purpose involving the provision of similar services or benefits, Tenant will maintain and operate such facilities
and services in compliance with all requirements imposed by the nondiscrimination acts and regulations listed in the
Nondiscrimination Authorities (as hereinafter defined), as may be amended, such that no person on the grounds of
race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected
to discrimination in the use of said facilities.
33.1.2 No person on the ground of race, color, or national origin, will be excluded from
participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities.
33.1.3 In the construction of any improvements on, over, or under the Premises and the
furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from
participation in, denied the benefits of, or otherwise be subjected to discrimination.
33.1.4 Tenant will use the Premises in compliance with all other requirements imposed
by or pursuant to the Nondiscrimination Authorities.
33.2 In the event of breach of any of the above nondiscrimination covenants, Landlord shall
have the right to terminate this Lease and to enter, re-enter, and repossess the Premises, and hold the same as if this
Lease had never been made or issued. This Lease shall not be terminated pursuant to this section until the procedures
of 49 CFR Part 21 are followed and completed, including, the exercise or expiration of appeal rights.
ORLDOCS 17098498 16
33.3 For purposes of this section, the term "Non -Discrimination Authorities" includes, but is
not limited to, the non-discrimination statutes, regulations and authorities listed in Appendix `B" of Appendix "4"
of FAA Order 1400.11, Non- discrimination in Federally -Assisted Programs at the Federal Aviation Administration,
as may be amended.
33.4 Tenant shall comply with pertinent statutes, Executive Orders and such rules as are
promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or
disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This
provision obligates Tenant for the period during which Federal assistance is extended to the Airport through the
Airport Improvement Program. In cases where Federal assistance provides, or is in the form of personal property;
real property or interest therein; structures or improvements thereon, this provision obligates Tenant for the longer
of the following periods: (a) the period during which the Premises is used by Landlord or any transferee for a
purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services
or benefits; or (b) the period during which Landlord or any transferee retains ownership or possession of the
Premises.
34. PUBLIC ENTITY CRIMES. As provided in Section 287.132-133, Florida Statutes, by entering
into this Lease or performing any work in furtherance hereof, Tenant certifies that it, its affiliates, suppliers,
subcontractors and consultants who will perform hereunder, have not been placed on the convicted vendor list
maintained by the State of Florida Department of Management Services within the thirty-six (36) months
immediately preceding the Effective Date. This notice is required by Section 287.133(3) (a), Florida Statutes.
35. SCRUTINIZED COMPANIES. As provided in Section 287.135, Florida Statutes, by entering
into this Lease or performing any work in furtherance hereof, Tenant certifies that it, its affiliates, suppliers,
subcontractors and consultants who perform hereunder, have not been placed on the Scrutinized Companies
Activities in Sudan List or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List created
pursuant to Section 215.473, Florida Statutes, or on the Scrutinized Companies that boycott Israel List, or is engaged
in a boycott of Israel, pursuant to Section 215.4725, Florida Statutes, or is engaged in business operations in Cuba
or Syria. If Landlord determines, using credible information available to the public, that a false certification has
been submitted by Tenant, this Lease may be terminated and a civil penalty equal to the greater of Two Million
Dollars ($2,000,000) or twice the amount of this Lease shall be imposed, pursuant to Section 287.135, Florida
Statutes.
36. GENERAL PROVISIONS.
36.1 Amendment. The Parties may amend this Lease only by a written agreement of the Parties
that identifies itself as an amendment to this Lease and is of equal legal dignity herewith.
36.2 Interpretation. The words "including" and "include" and similar words will not be
construed restrictively to limit or exclude other items not listed.
36.3 Severability. If any provision of this Lease is determined to be invalid, illegal, or
unenforceable, then the remaining provisions of this Lease shall remain in full force, if the essential provisions of this
Lease for each party remain valid, binding, and enforceable.
36.4 Conditions. There are no conditions precedent to the effectiveness of this Lease, other
than those expressly stated in this Lease.
36.5 Counterparts. This Lease may be executed by the Parties signing different counterparts
of this Lease, which counterparts together shall constitute the agreement of the Parties. Landlord and Tenant intend
that faxed or PDF format signatures constitute original signatures binding on the Parties.
36.6 Binding Effect. This Lease shall bind and inure to the benefit of the heirs, personal
representatives, and, except as otherwise provided, the successors and assigns of the Parties.
ORLDOCS 17098498 16
36.7 Covenants. Each provision of this Lease shall be deemed both a covenant and a condition
and shall run with the land.
36.8 Survival. Any liability or obligation of Landlord or Tenant arising during the Lease Term
shall survive the expiration or earlier termination of this Lease.
36.9 Governing Law. The laws of the State of Florida, without giving effect to its choice -of -
law principles, govern all matters arising under or relating to this Lease.
36.10 Radon Gas. The following notification is provided under Section 404.056(5), Florida
Statutes: "Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient
quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal
and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing
may be obtained from your county health department."
36.11 Corporate Seal. The City Seal set forth immediately below the signature of the individual
executing this Lease on Tenant's behalf has been adopted by the Tenant as its City Seal in accordance with controlling
law for the purpose of execution of this Lease and the City Seal has been affixed to this Lease as the seal of the city
and not as the personal or private seal of the officer executing this Lease on behalf of the Tenant.
36.12 No Merger of Real Property Interests. The City of Sanford, Florida, a municipal
corporation of Seminole County, Florida (the "City"), owns certain real property located in the City of Sanford,
Seminole County, Florida and has granted Landlord the right to occupy, operate, control, maintain and use such real
property pursuant to the terms of, inter alfa, that certain Airport Lease Agreement dated February 9, 2009 (referred to
herein as the "Prime Lease"), such real property being commonly known as the Orlando Sanford International
Airport, of which the Premises is a part. Pursuant to this Lease, Landlord is subleasing the Premises to the City as
Tenant for a portion of the lease term remaining under the Prime Lease. The parties to this Lease do not intend to
effect a merger of any estate created by this Lease or by the Prime Lease.
36.13 No Joint Venture. Any intention to create a joint venture or partnership relation between
the Parties hereto is hereby expressly disclaimed. Landlord does not, in any way or for any purpose, become a partner
of Tenant in the conduct of Tenant's operations, at the Premises or otherwise. Tenant does not, in any way or for any
purpose, became a partner of Landlord's operations, at the Airport or otherwise.
36.14 Exhibits. All exhibits, riders, and addenda attached to this Lease shall, by this reference,
be incorporated into this Lease. The following exhibits are attached to this Lease:
LEASE RIDER
EXHIBIT
"A"
— Sketch and/or Legal Description of the Premises
EXHIBIT
`B"
— Firefighting Services Provisions
EXHIBIT
"C"
— Rules & Regulations
EXHIBIT
"D"
— Landlord's Environmental Protection Policy
EXHIBIT
`B"
— Tenant Improvements
EXHIBIT
"F"
— Memorandum of Lease
EXHIBIT
"G"
— Termination of Memorandum of Lease
37. CONSTRUCTION; MERGER. THIS LEASE HAS BEEN NEGOTIATED "AT ARM'S-
LENGTH" BY LANDLORD AND TENANT, EACH HAVING THE OPPORTUNITY TO BE REPRESENTED
BY LEGAL COUNSEL OF ITS CHOICE AND TO NEGOTIATE THE FORM AND SUBSTANCE OF THIS
LEASE. THEREFORE, THIS LEASE SHALL NOT BE MORE STRICTLY CONSTRUED AGAINST EITHER
PARTY BECAUSE ONE PARTY MAY HAVE DRAFTED THIS LEASE. THIS LEASE SHALL CONSTITUTE
THE ENTIRE AGREEMENT OF THE PARTIES CONCERNING THE MATTERS COVERED BY THIS
LEASE. ALL PRIOR UNDERSTANDINGS AND AGREEMENTS HAD BETWEEN THE PARTIES
CONCERNING THOSE MATTERS, INCLUDING ALL PRELIMINARY NEGOTIATIONS, LEASE
PROPOSALS, LETTERS OF INTENT, AND SIMILAR DOCUMENTS, ARE MERGED INTO THIS LEASE,
WHICH ALONE FULLY AND COMPLETELY EXPRESSES THE UNDERSTANDING OF THE PARTIES.
THE PROVISIONS OF THIS LEASE MAY NOT BE EXPLAINED, SUPPLEMENTED, OR QUALIFIED
THROUGH EVIDENCE OF TRADE USAGE OR A PRIOR COURSE OF DEALINGS.
38. NO RELIANCE. EACH PARTY AGREES IT HAS NOT RELIED UPON ANY STATEMENT,
REPRESENTATION, WARRANTY, OR AGREEMENT OF THE OTHER PARTY EXCEPT FOR THOSE
EXPRESSLY CONTAINED IN THIS LEASE.
39. EFFECTIVENESS. SUBMISSION OF THIS LEASE BY LANDLORD IS NOT AN OFFER TO
ENTER INTO THIS LEASE BUT RATHER A SOLICITATION FOR SUCH AN OFFER BY TENANT.
NEITHER PARTY IS BOUND BY THIS LEASE UNTIL BOTH PARTIES HAVE EXECUTED THIS LEASE.
40. JURY WAIVER; COUNTERCLAIMS. LANDLORD AND TENANT WAIVE TRIAL BY
JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM INVOLVING ANY MATTER
WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH (A) THIS LEASE, THE
LANDLORD/TENANT RELATIONSHIP, OR THE PREMISES, (B) TENANT'S USE OR OCCUPANCY OF
THE PREMISES, OR (C) THE RIGHT TO ANY STATUTORY RELIEF OR REMEDY. THE PARTIES WAIVE
THEIR RIGHT TO INTERPOSE ANY PERMISSIVE COUNTERCLAIM OF ANY NATURE IN ANY ACTION
OR PROCEEDING COMMENCED BY THE OTHER PARTY. THE WAIVERS SET FORTH IN THIS
ARTICLE ARE MADE KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY.
41. DISPUTES. The Parties shall proceed in accordance with the provisions of Chapter 164, Florida
Statutes, (the "Florida Governmental Conflict Resolution Act") in the event of any dispute arising between the
Parties.
[SIGNATURES ON NEXT PAGE]
ORLDOCS 17098498 16
IN WITNESS WHEREOF, this Lease has been executed on behalf of Landlord and Tenant as of the Date of
this Lease.
ATTEST:
TEST:
b�
aci Houc A , City Clerk, MMC, FCRM
Apprhyau as to form and legal sufficien
William L. Colbert City Attorney
ORLDOCS 17098498 16
LANDLORD: SANFORD AIRPORT
j)Yj-D&&t-01- -
AM
hairma of the Board
Date:_ q-5-a,001r�).
TENANT- ITY O�
/v
By:
Art Woodruff, Ma or
Date: �14 -
LEGAL DESCRIPTION AND/OR SKETCH OF THE PRENUSES
A PARCEL OF LAND LYING IN SECTIONS 8 AND 9, TOWNSHIP 20 SOUTH, RANGE 31 EAST, SEMINOLE COUNTY,
FLORIDA BEING DESCRIBED AS FOLLOWS:
COMMENCE AT THE EAST 1/4 CORNER OF SAID SECTION 8, THENCE ALONG THE SOUTH LINE OF THE NE 1/4
OF SAID SECTION 8, SOUTH 89'46'31" WEST, A DISTANCE OF 370.20 FEET; THENCE DEPARTING SAID SOUTH
LINE RUN NORTH 00'10'06" WEST, A DISTANCE OF 15.00 FEET TO A POINT LYING ON THE NORTH
RIGHT—OF—WAY LINE OF MARQUETTE ROAD PER SEMINOLE COUNTY RIGHT—OF—WAY MAP PROJECT NO. PS -137,
DATED 12/95, SAID POINT BEING THE POINT OF BEGINNING; THENCE LEAVING SAID NORTH RIGHT—OF—WAY LINE
RUN NORTH 00'10'06" WEST PARALLEL 11TH THE EAST LINE OF THE NE 1/4 OF SAID SECTION 8, A DISTANCE
OF 275.00 FEET; THENCE RUN NORTH 89'46'31" EAST PARALLEL WITH THE SOUTH LINE OF THE NE 1/4 OF
SAID SECTION 8, A DISTANCE OF 370.20 FEET TO A POINT LYING ON THE EAST LINE OF THE NE 1/4 OF SAID
SECTION 8; THENCE LEAVING SAID EAST LINE RUN NORTH 89'29'40" EAST PARALLEL WITH THE SOUTH LINE OF
THE NW 1/4 OF AFORESAID SECTION 9, A DISTANCE OF 105.00 FEET; THENCE RUN SOUTH 00'1006" EAST
PARALLEL WITH THE EAST LINE OF THE NE 1/4 OF SAID SECTION 8, A DISTANCE OF 275.00 FEET TO A POINT
LYING ON THE AFORESAID NORTH RIGHT—OF—WAY UNE OF MARQUETTE ROAD; THENCE ALONG SAID NORTH
RIGHT—OF—WAY LINE SOUTH 89'29'40" WEST PARALLEL WITH THE SOUTH UNE OF THE NW 1/4 OF SAID SECTION
9, A DISTANCE OF 105.00 FEET TO A POINT LYING ON THE EAST LINE OF THE NE 1/4 OF SAID SECTION 8;
THENCE CONTINUE ALONG SAID NORTH RIGHT—OF—WAY LINE SOUTH 89'46'31" WEST PARALLEL WITH THE SOUTH
LINE OF THE NE 1/4 OF SAID SECTION 8, A DISTANCE OF 370.20 FEET TO THE POINT OF BEGINNING.
CONTAINING 130,680 SQUARE FEET or 3.00 ACRES MORE OR LESS.
TN11 uNE
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M 89'46'31' E 370.20'
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a� (BEARlNG 3ZIST
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NAROUETTE RO.ia
ORLDOCS 17098498 16
SIPES AVENUE (�
r,ER SEMh:CiE'.hmm ajH NAP
PROXC7 N6 PE -137 'AIM 12/95
LINE OF THE NE 1/4 OF EEC a. 7245. R31E '
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NAROUETTE RO.ia
ORLDOCS 17098498 16
SIPES AVENUE (�
r,ER SEMh:CiE'.hmm ajH NAP
PROXC7 N6 PE -137 'AIM 12/95
LINE OF THE NE 1/4 OF EEC a. 7245. R31E '
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0'W 105.00+
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NOM 311i UNE 0
MARCUERE ROAD
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TNS, 4s;E
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AY) y 1/4 CW CF SEC S.'=& RJ'E
EXHIBIT "B"
FIREFIGHTING SERVICES PROVISIONS
The following shall be the provisions of general firefighting services provisions:
• To assist with Incident Command at any emergency incident requiring the utilization of the Incident Management System.
• Response to Hazardous Material incident involving spills, chemical, biological, radiological, nuclear, and explosive events.
• Provide rehabilitative services to emergency crews after working a prolonged incident.
• Respond, Investigate, and mitigate any automatic/ mechanical fire alarms, structure, and vehicle fires.
• Provide search and rescue efforts involving structural fires.
• Respond to elevator rescue emergencies.
• Assist and support Airport Rescue and Firefighting (ARFF) units as needed.
• Respond and provide emergency medical services to any medical emergency including motor vehicle accidents.
• Respond and mitigate any brush/wildland/rubbish/ trash fire emergencies.
• Mitigate and assist with mass casualty and multi victim incidents, including the triage, treatment and emergency transport of
victims as necessary.
• Respond to incidents involving flammable gases / liquids, and complaints of smoke odors.
• Respond to incidents involving suspicious powder/ substance.
• Assist with Law Enforcement Agencies (LEA) with active shooter events.
• Assist LEA with bomb threats, suspicious packages, and post blast incidents.
• Respond and provide rescue for special operations emergencies involving high angle/ below grade rescues, trench/ excavation
rescues, confined space rescues, patient extrication involving industrial machinery / vehicles, and structural collapse rescue.
• Provide rescue and body recovery efforts for a variety of water related incidents or environments.
ORLDOCS 17098498 16
I q:I
RULES & REGULATIONS
In addition to the current Airport Rules and Regulations that are incorporated herein, Tenant acknowledges that they will
comply with any additional Rules and Regulations set forth below:
1. No automobile, truck, motorcycle, or vehicle of any type will be allowed at T-Hangar/Tie-Down taxi -lanes unless specifically
authorized by the President/CEO of the Airport or his or her designated representative through the issuance of a ramp permit. All
unauthorized vehicles will be parked in areas outside of the fence around the T -Hangar Area. A temporary ramp permit may be issued
by Landlord to Tenant in the event that Tenant desires to escort another vehicle into the T-Hangar/Tie-Down Areas. The temporary
ramp permit must be displayed on the visitor's rearview mirror at all times while inside any secured area. Authorized vehicle access to
or from the T-Hangar/Tie-Down Areas shall be via the access Gate #87-E located on Carrier Avenue. Authorized vehicles are restricted
to the immediate T -Hangar Area only. The speed limit within the T -Hangar Area shall not exceed 15 m.p.h. for all aircraft and authorized
vehicular traffic. Repeated speeding violations are cause for immediate termination of this Lease. In addition, the presence of
unauthorized vehicles on the ramp may result in one or more of the following: (a) immediate removal of the vehicle; if the owner is
unable to move the vehicle immediately, Landlord may have the vehicle towed away at Tenant's expense; (b) monetary fines for Airport
parking violations; (c) revocation of ramp permit, at the discretion of the President/CEO or his or her designated representative; (d)
security badge deactivation — ramp access denied, at the discretion of the President/CEO or his or her designated representative; and/or
(d) termination of this Lease.
2. Tenant's Airport security badge must be worn above the waist and below the shoulder on the outermost garment at all times
while inside any secured area. Failure to adhere to this regulation may result in one or more of the following: (a) monetary fines for
Airport security violations; (b) security badge deactivation — ramp access denied, at the discretion of the President/CEO or his or her
designated representative; and/or (c) termination of this Lease.
3. If Tenant loses any keys or access badges provided by Landlord for access to the Premises, then Tenant shall be responsible
for the cost of replacing the lost keys or access badges and the re -keying or re -coding of the Premises access system.
4. Landlord reserves the right to charge Tenant an administrative fee of $50.00 per violation of the foregoing rules, or to take any
actions necessary to ensure compliance, including, without limitation, the right to terminate this Lease as a result of any violations.
Tenant acknowledges receipt of the current Airport Rules and Regulations.
ATTEST: TENANT: CITY OF SANFORD
0 By:
Traci Hou1 Clerk, MM1, FC/R1Mv Art Woo ff, Ma or
GAA 10 l t 0�Date: L
Appr ed as to form and legal sufficiency.
William L. Colbert City Attorney
ORLDOCS 17098498 16
4:1 ITFOIN
Sanford Airport Authority
Environmental Protection Policy
Lease 20 `; 1L
The Sanford Airport Authority recognizes and strongly supports protection of the environment and adherence to federal, state and local
laws, regulations and policies enacted for the protection and enhancement of the natural environment.
It shall be the policy of the Sanford Airport Authority to hold the tenant or user of the airport property responsible for environmental
hazards or liability created by their activity at the Airport. Such liability includes, but is not limited to, fines, legal fees, consultant fees
and all other costs required to operate or bring into compliance any activity, use or occupancy of Airport property which creates an
environmental violation or hazard. Tenant specifically agrees to be responsible to the Authority for all matters stated herein.
With promulgation of this policy, it is clearly the intent of the Sanford Airport Authority to support and enhance responsible industrial
activities which may incidentally create low risk, low volume quantities of environmentally hazardous or toxic materials. All such
activities shall be reviewed on a case by case basis and continuously monitored by the tenant and the Authority. Such activities would
generally include:
1) Proper handling and storage of oils, fuels, lubricants or equivalent products.
2) Permitted handling and storage of solvents, cleaners, paints and related cleaners.
3) Regulated storage of explosives and or related products.
Any proposed use of Airport property for handling of high risk or high volume hazardous or toxic materials will be reviewed on a case
by case basis and maybe disapproved if deemed incompatible with Airport needs, standards or goals. Such higher risk or higher volume
activities could include:
1) Handling or use of radioactive materials.
2) Dumping on Airport property.
3) Waste incineration on Airport property.
4) Hazardous or toxic waste storage on Airport property.
All tenants or users of Airport property who are involved in the use, storage, manufacture or recycling of regulated materials or
substances are required to be insured in order that the Sanford Airport Authority and the City of Sanford are indemnified against
environmental risk.
In addition to insurance or deposit covering financial loss, the Authority independently may also require the development of an
emergency plan which covers the Airport tenant's or user's action in the event of an environmental emergency.
It shall be the ongoing responsibility of each tenant or user of Airport property to maintain all required insurance, licenses, records,
permits or training standards in line with all applicable governmental requirements. Tenant shall deliver to the Authority insurance of
non -renewal notices upon receipt of such notice in regard to all required insurance. The Authority may commence environmental clean-
up activities thereunder or utilize such deposits or insurance proceeds as may be available to bring an offending activity into compliance.
[SIGNATURE ON NEXT PAGE]
ORLDOCS 17098498 16
ACKNOWLEDGED AND AGREED TO THIS - DAY OF , 202
ATTEST: TENANT: CITY OF SANFORD
ea -tv
D By:
aci Hone i , Ci Clerk, MMC, ICRM Art Woodruff, Mayor
Date:
Appr as to form and legal suffici cy.
f
i Liam L. Colbert City Attorney
ORLDOCS 17098498 16
a� k
14A
0
Q17, IS -I-1
TENANT MPROVEMENTS
Ground Lease
1. Tenant's Work/Plans. Tenant shall, at its sole cost and expense, perform all work necessary or desirable for Tenant's
occupancy of the Premises (the "Tenant's Work or Improvements"). Prior to performing any Tenant's Work or Improvements, Tenant
shall furnish to Landlord, for Landlord's written approval, two complete permit sets (final construction drawings) of plans and
specifications for the Tenant's Work (the "Plans"). The Plans shall include the following: fully dimensioned architectural plan;
electric/telephone outlet diagram; reflective ceiling plan with light switches; mechanical plan; furniture plan; electric power circuitry
diagram; plumbing plans; all color and finish selections; all special equipment and fixture specifications; and fire sprinkler design
drawings. Tenant shall submit the approved Plans to applicable building authorities for permit within five (5) days following Landlord's
approval and Tenant shall thereafter diligently pursue obtaining its building permits. The Plans will be prepared by a licensed architect
and the electrical and mechanical plans will be prepared by a licensed professional engineer. The Plans shall be produced on CAD. The
architect and engineer will be subject to procurement under the controlling provisions of State law. The Plans shall comply with all
applicable laws, ordinances, directives, rules, regulations, and other requirements unposed by any and all governmental authorities
having or asserting jurisdiction over the Premises. Landlord shall review the Plans and either approve or disapprove them within a
reasonable period of time. If Landlord disapproves them, then Tenant shall make any necessary modifications and resubmit the Plans
to Landlord in final form within ten (10) days following receipt of Landlord's disapproval of them. Tenant shall thereafter diligently
pursue: (i) the procurement of services necessary for construction, (ii) obtaining its building permits for the Tenant's Work, and (iii)
submit for and obtain approval of the FAA pursuant to FAR Part 77. The approval by Landlord of the Plans or any similar plans and
specifications for any other improvements or the supervision by Landlord of any work performed on behalf of Tenant shall not: (a)
imply Landlord's approval of the quality of design or fitness of any material or device used; (b) imply that the Plans are in compliance
with any codes or other requirements of governmental authority; (c) impose any liability on Landlord to Tenant or any third party; or
(d) serve as a waiver or forfeiture of any right of Landlord. Additionally, Tenant shall comply with DRC's review and approval process
and requirements for the Tenant's Work and the Plans.
Tenant's Work shall be constructed by a general contractor selected and paid by Tenant procured in accordance with State law.
Tenant or its contractor shall obtain a payment and performance bond. A copy of the bond, the contractor's license(s) to do business in
the jurisdiction(s) in which the Premises are located, the fully executed contract between Tenant and the general contractor, the general
contractor's work schedule, list of all subcontractors, and all building or other governmental permits required for the Tenant's Work
shall be delivered to Landlord before commencement of the Tenant's Work. Tenant shall cause the Tenant's Work to be completed
promptly and with due diligence. Tenant's Work shall be performed in accordance with the Plans and shall be done in a good and
workmanlike manner using new materials in accordance with building standards. All work shall be done in compliance with all other
applicable provisions of this Lease and with all applicable laws, ordinances, directives, rules, regulations, and other requirements of any
governmental authorities having or asserting jurisdiction over the Premises, including the making of any alterations or improvements to
the Premises which are required to comply with the ADA. Tenant shall pay any impact, utility, or similar fees or assessments (including
sales taxes) arising from the Tenant's Work or occupancy. Before the commencement of any work by Tenant, Tenant shall furnish to
Landlord certificates evidencing the existence of builder's risk, commercial general and auto liability, and workers' compensation
insurance complying with the requirements for contractors set forth in the Alterations article of this Lease, or as otherwise required by
Landlord. Any damage to any part of the Airport that occurs as a result of Tenant's Work shall be promptly repaired by Tenant.
2. Compliance. Tenant shall also ensure compliance with the following requirements concerning construction,
including all future Alterations:
(a) Tenant and all construction personnel shall abide by Landlord's job site rules, requirements, and regulations
(whether supplemental or additional to the requirements set forth in this Lease), and fully cooperate with Landlord's construction
representatives in coordinating all construction activities at the Airport.
(b) Landlord shall have the right to inspect any Work at all times during normal working hours and to maintain
at the Premises for that purpose (at its own expense) such inspector(s) as it may deem necessary so long as such inspections do not
interfere with Tenant's Work (but Landlord shall not thereby assume any responsibility for the proper performance of the Work in
accordance with the terms of this Lease, nor any liability arising from the improper performance thereof). Landlord, or its agents, shall
not have the right to direct Tenant's contractor or subcontractors to take any action, and shall only communicate such requests to Tenant
or to Tenant's onsite project manager.
ORLDOCS 17098498 16
(c) Tenant shall be responsible for cleaning up any refuse or other materials left behind by construction personnel
at the end of each workday.
(d) Tenant shall deliver to Landlord all forms of approval provided by the appropriate local governmental
authorities to certify that the Tenant Improvements have been completed and the Premises are ready for occupancy, including original
building permit and a final, unconditional Certificate of Occupancy or its equivalent, including a Certificate of Completion or Certificate
of Final Inspection.
(e) Workers shall provide their own temporary toilet facilities, trash facilities, water coolers, and construction
materials dumpsters and shall locate them along with any construction trailers or field offices in areas specifically designated by
Landlord.
(f) Landlord shall have no obligation to provide temporary utilities. The contractor shall make all utility
connections, furnish any necessary extensions, and promptly and professionally remove such connections and extensions on completion
of work.
(g) All workers must stay in their designated work areas and the use of radios, loud music, alcoholic beverages,
narcotics, or smoking of any kind is prohibited at the Premises, whether electronic or otherwise.
(h) Prior to commencement by Tenant of any Work on the Premises, Tenant shall take any action required under
Florida law to protect the Premises and Landlord's interest therein from claims for mechanics' liens.
(i) Upon completion of the Tenant Improvements, Tenant shall also deliver to Landlord two complete copies of
each of the following: (i) "as -built" construction documents in PDF file format on CDs; (ii) general contractor's one-year warranty and
subcontractor warrantees, as well as factory warrantees on equipment installed; (iii) fire sprinkler system permit set of drawings (if
required by governmental authorities); (iv) final payment application from general contractor; and (vi) documentation from the
applicable governmental agency evidencing that all final inspections have been completed and all building and other governmental
permits have been closed and evidence that any Notice of Commencement filed in connection with the Tenant Improvements has been
duly terminated.
ORLDOCS 17098498 16
This Instrument Prepared by
and Should be Returned to:
Brett Renton, Esquire
SHUTTS & BOWEN LLP
300 S. Orange Ave., Suite 1600
Orlando, Florida 32801
MEMORANDUM OF LEASE
This is a memorandum of the followinggl�ease (the "Lease"):
1. The Lease is made as of J ` 20 Z
2. The name of the landlord in the Lease is SANFORD AIRPORT AUTHORITY, a special district of the State of Florida,
a Florida corporation (the "Landlord") whose address is 1200 Red Cleveland Boulevard, Sanford, Florida 32773.
3. The name of the tenant in the Lease is CITY OF SANFORD, a municipal corporation of the State of Florida (the
"Tenant") whose address is City Hall, 300 North Park Avenue, Sanford Florida 32771.
6. Landlord is the prime tenant of that certain real property, and the improvements on it, located at Zi3qo WD i duet
TA
Sanford, Seminole County, Florida, more particularly described on EXEMIT "A" attached to this Memorandum (the "Property"). .
SG�7. The Lease Term (as defined in the Lease) is for a term of thirty (30) years and commences on the Leas 3��
Commencement Date as specified in the Lease.
8. For and in consideration of the mutual covenants, agreements, and conditions set forth in the Lease, Landlord leases
to Tenant and Tenant leases from Landlord, upon all terms and conditions of the Lease, the Premises, as more particularly described in
the Lease. The Premises is the entirety of the Property.
The Lease contains the following provision:
"Pursuant to the Florida Constitution and Section 11.066, Florida Statutes, the property of the State, the property of
any State agency or municipality, or any monetary recovery made on behalf of the State or any State agency or
municipality is not subject to a lien of any kind"
10. The Lease is expressly subject to approval by the Federal Aviation Administration.
11. This Memorandum of Lease is executed and delivered by Landlord and Tenant solely for the purpose of recording, in
the Public Records of Seminole County, Florida, notice of the existence of the Lease, and, consequently, nothing contained in this
Memorandum shall be construed to change or alter the terms, conditions, or provisions of the Lease and reference shall be made to the
Lease itself for its terms, conditions, and provisions and the intent of Landlord and Tenant regarding the leasing of the Premises demised
by the Lease. In the event of any inconsistency between the terms of this Memorandum of Lease and the terms of the Lease, the terms
of the Lease shall control.
12. On the expiration of sooner termination of the Lease Term, Landlord and Tenant shall execute a notice of termination
in recordable form stating that the Lease is of no finther force or effect. In furtherance of Tenant's obligations under the Lease, Tenant
will have delivered to Landlord a Termination of Memorandum of Lease (the "Termination") executed by Tenant in recordable form,
terminating this Memorandum. The Termination is to be held in trust by Landlord until such time as the Lease Term expires or terminates
in accordance with the terms of this Lease, in which case Tenant agrees that Landlord shall have the right to date and record the
Termination upon the termination or expiration of the Lease Term and such Termination shall be effective upon recording and no party
shall have any duty to make further inquiry as to the effectiveness of the Termination.
ORLDOCS 17098498 16
13. This Memorandum of Lease may be executed in any number of counterparts, each of which shall be deemed an
original, and all of which, when taken together, shall be deemed to be one and the same document. Signature pages may be taken from
a counterpart and attached to other counterparts to form one document, which shall constitute a fully executed document that may be
recorded.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Memorandum of Lease to be duly executed as of then
day of , 20.2,1 -
ATTEST:
ATTEST:
LANDLORD: SANFORD AIRPORT AUTHORITY
airm the Board
Date: - 5 - ?1-b ?4-
T0
V By:
��raHo in, ity Clerk, C, FCRM fr
n Art
Dati
uyaC—��ci f o 1 1c
Approve8d as to form and legal suf ciency.
'William L. Colbert City Attorney
ORLDOCS 17098498 16
EXHIBIT A TO EXMIBIT "F"
LEGAL DESCRIPTION TO MEMORANDUM OF LEASE
(see attached)
ORLDOCS 17098498 16
EXHIBIT "G"
TERMINATION OF MEMORANDUM OF LEASE
This Instrument Prepared by
and Should be Returned to:
SANFORD AIRPORT AUTHORITY
1200 Red Cleveland Boulevard
Sanford, Florida 32773
TERMINATION OF MEMORANDUM. OF LEASE
The undersigned, SANFORD AIRPORT AUTHORITY, a special district of the State of Florida, a Florida corporation (the
"Landlord"), and CITY OF SANFORD, a municipal corporation of the State of Florida (the "Tenant'), hereby terminate that certain
Memorandum of Lease between the undersigned recorded in Official Records Book , Page , in the Public Records of
Seminole County, Florida, effective as of the date set forth below.
Dated effective this day of , 20
ATTEST:
LANDLORD: SANFORD AIRPORT AUTHORITY
NAME NAME
Secretary/Treasurer Chairman of the Board
Date:
Approved as to form and legality:
Kenneth W. Wright, Esquire
General Counsel
ATTEST: TENANT: CITY OF SANFORD
4 4
Traci Houchin City Clerk MMC FC Aft �W6,64ff Mayor
:.•...
27
v �.`K�•'' qtr �-�, ;; '; ;',� •' tl
Approved as to form and legal sufficien �' `.•'�
PP g
William L. Colbert City Attorney
ORLDOCS 17098498 16