Agreement Between
Yuma County Airport Authority, Inc.
and
Charles R. and Ana Cecilia Saltzer Trust dated
September 20, 1991 and any amendments thereto
THIS AGREEMENT (hereinafter referred to as “Agreement”) is effective on the ____ day of ______, 2013 by and between the Yuma County Airport Authority. (hereinafter referred to as “Authority”), having an office at 2191 East 32nd Street, Suite 218, Yuma, Arizona 85365, andCharles R. and Ana Cecilia Saltzer, Trustees of the Charles R. and Ana Cecilia Saltzer Trust dated September 20, 1991, and any amendments thereto, (hereinafter called the “Saltzer Family Trust”), having an office and/or principal place of business at 3900 W. Highway 95, Somerton, AZ 85350.
WITNESSETH:
WHEREAS, Authority operates the Yuma International Airport (“YIA”) under a lease with the County of Yuma and is responsible for all aspects of airport operations serving the community, commercial and general aviation, and ensuring the safe conduct of air traffic at YIA; and
WHEREAS, YIA is a shared use facility with the Marine Corps Air Station Yuma, a critical operational and training facility having high performance military aircraft including, among others, the F-35 Joint Strike Fighters, which, due to national security interests, may take precedence over all other aviation use; and
WHEREAS, Saltzer Family Trust owns and operates the private Somerton Airport or property more particularly described in Exhibit “A”, which is located approximately 2 ½ miles south west of YIA; and
WHEREAS, having analyzed the needs of the YIA and having determined that the most viable, cost effective solution would be to establish an offsite landing surface in close proximity to the YIA, it is the desire of the Authority to relieve current and anticipated air traffic congestion and to plan contingencies for emergency landing situations; and
WHEREAS, it is the desire of Saltzer Family Trust to improve its current unpaved landing surface for the benefit of its users and to provide an alternate landing surface,open to the public with no landing fees,in order to remediate certain air traffic congestion and provide close emergency landing should the landing surfaces at YIA be unavailable;
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
Section 1 Premises
This agreement affects the Somerton Airport located at 3900 W. Highway 95, Somerton, AZ 85350.
Section 2 Term
This Agreementshall be for a term of twenty (20) years with such covenants, easements, and restrictions to run with the land for that period of time.
Section 3 Authority’s Commitment
The Authority hereby agrees to pay towards the cost of paving the Somerton Airport primarylanding surface as more particularly described in Exhibit “B” for the purposes stated in the recitations above. The paving shall be accomplished in accordance with the plans and specifications attached or otherwise described in Exhibit “B” once suitable funds are budgeted.
Section 4 Somerton Airport’s Commitment
The Saltzer Family Trust agrees to pave the primarylanding surface at the Somerton Airport and to maintain both paved and unpaved landing surfaces located thereon in safe operational order and to provide access to all landing surfaces at no cost to the public; to continue to maintain the facility as an airport;to make all airport facilities and services available to the public without unjust discrimination; and to refrain from imposing or levying discriminatory charges or fees for any use of the Somerton Airport or its facilities or for any airport service. All such covenants, restrictions, and agreements are to run with the land.
Section 5 Benefits to the Parties
The parties to this Agreement mutually conclude that paving the Somerton landing surface will increase its safety and entice traffic away from YIA thereby reducing congestion in the traffic patterns over YIA and will be for the benefit of the general public. Somerton Airport’s location makes it an ideal alternate emergency airfield and such a comparable location would cost millions of dollars to build and would require continual funding for maintenance and security if operated by the Authority.
Section 6 Termination of Agreement
Saltzer Family Trust may terminate this agreement and rescind its declaration of covenants prior to the expiration of the 20-year term contemplated in this agreement upon reimbursement of all sums expended on this project, to the Authority.
Section 7 Insurance
Saltzer Family Trust shall purchasesuch insurance on all Somerton Airport facilities as is reasonable to ensure the continued operation of the Somerton Airport for a period of 20 years.
Section 8 General Indemnification
Saltzer Family Trust agrees to retain all control over the operations and maintenance of the Somerton Airport and its facilities and agrees to indemnify the Authorityfrom all claims, demands, liabilities, actions or causes of actions, suits, judgments, damages and costs, including without limitation, reasonable attorney’s fees, arising out of the paving and or maintenance of landing surfaces or maintenance of any other facilities at the Somerton Airport.
Section 9 Representations and Warranties
Charles and Ana Saltzer, as Trustees, represent that, together, they are endowed with the authority to execute this agreement to enact covenants that restrict use of the Somerton Airport and that they are not restrained in any fashion by virtue of the Trust Agreement that governs the Charles R and Ana Cecilia Saltzer Trust wherein title is held. Furthermore, the Trustees warrant that there are no liens or encumbrances on the property and that any future lien or encumbrances shall be subordinate to the easement contemplated in the agreement acknowledging herein that such easement shall run with the land.
Section 10 Binding Effect of Documents
This Agreement and other documents to be executed by the Trustees of the Saltzer Family Trust shall, upon execution by said Trustees, constitute legal, valid and binding obligations of the Somerton Airport, its successors, and assigns. Such covenants, easements, and restrictions run with the land for the period herein described. Neither this Agreement nor anything provided to be done under this Agreement violates or shall violate any contract, document, understanding, agreement or instrument to which the Saltzer Family Trust is a party or by which it is bound.
Section 11 Entire Agreement
This Agreement and the “Declaration of Covenants, Easements, and Restrictions”to be recorded pursuant to this Agreement constitute the entire Agreement between the parties hereto pertaining to the subject matter hereof and all prior and contemporaneous agreements, representations negotiations and understandings of the parties hereto, oral or written, are hereby superseded and merged herein. See Declaration attached as Exhibit “C.”
Section 12 Governing Law
This Agreement and the documents in the forms attached as exhibits hereto shall be governed by and construed under the laws of the State of Arizona. It is agreed that jurisdiction and venue is proper in Yuma County, AZ.
Section 13 Severability
In the event that any phrase, clause, sentence, paragraph, section, article or other portion of this Agreement shall become illegal, null or void or against public policy, the remaining portions of this Agreement shall not be affected thereby and shall remain in force and effect to the fullest extent permissible by law.
Section 14 Waiver
The waiver by any party hereto of any right granted to it hereunder shall not be deemed to be a waiver of any other right granted hereunder, nor shall the same be deemed to be a waiver of a subsequent right obtained by reason of the continuation of any matter previously waived.
Section 15 Incorporation by Reference
All Exhibits and Schedules to this Agreement are incorporated herein as though fully set forth herein.
Section 16Captions
Captions and paragraph headings used in this Agreement are for convenience only, and are not a part of this Agreement, and shall not be deemed to limit or alter any provisions of this Agreement, and shall not be deemed relevant in construing the Agreement.
EXECUTED on behalf of Authority by its President and by the Trustees of the Saltzer Family Trust, on the ____ day of ______, 2013.
Yuma County Airport Authority, Inc.By: ______
Robert F. Ingold, Jr., President
Date:______
ATTEST:
By:______
Andrea Lopez, Executive Assistant / Charles R. and Ana Cecilia Saltzer Trust dated September 20, 1991 and any amendments thereto
By: ______
Charles R. Saltzer, Trustee
By: ______
Ana Cecilia Saltzer, Trustee
Date:______
ATTEST:
By: ______
Exhibit "A"
(Legal Description)
Exhibit "B"
Somerton Airport, Somerton, Yuma County, Arizona
Yuma County Airport AuthorityPage 1Saltzer Agreement
Exhibit "C"
(Declaration of Covenants, Easements and Restrictions)
Yuma County Airport AuthorityPage 1Saltzer Agreement