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HomeMy WebLinkAboutLivingston Aviation, Inc. - Equipment Use Agmnt - 4/1/2019EQUIPMENT USE AGREEMENT BETWEEN CITY OF WATERLOO, IOWA dba Waterloo Regional Airport AND LIVINGSTON AVIATION, INC. EFFECTIVE April 1, 2019 EQUIPMENT USE AGREEMENT Between CITY OF WATERLOO, IOWA dba Waterloo Regional Airport and Livingston Aviation, Inc. THIS RENTAL AGREEMENT ("Agreement'), is made and entered into as of this 1st day of April, 2019 (Effective Date, April 1, 2019) by and between the CITY OF WATERLOO, IOWA dba Waterloo Regional Airport, at 2790 Livingston Lane, Waterloo, IA 50703, hereinafter referred to as "Airport" or "Airport" and Livingston Aviation, Inc. hereinafter referred to as "FBO". WITNESSETH: WHEREAS, FBO desires that Airport lease certain ground support equipment (hereinafter called "equipment") to FBO at the Waterloo Regional Airport (hereinafter called "Airport", and WHEREAS, Airport desires that FBO lease certain ground support equipment (hereinafter called "equipment") from Airport at the Premises. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows: Section 1 LOCATION, TERM, AND RENTAL FEES Subject to the provisions hereinafter set forth, Airport shall lease to FBO, certain equipment as described and more as specifically identified below: LOCATION: Waterloo Regional Airport TERM: Five (5) years commencing April 1, 2019 and terminating March 31, 2024 EQUIPMENT: Aircraft Baggage Belt Loader RENTAL FEE: FBO agrees to lease from the Airport the Baggage Belt Loader at the rate of One Hundred Dollars ($100.00) per scheduled Charter arrival or departure (per use) as needed to support the ground handling operations of FBO. 2 Section 2 Terms and Conditions I. Airport agrees to the following conditions and responsibilities. A. Trained FBO personnel will be the only operators of the truck for Charter Ground Handling operations at the airport. B. Airport will be responsible for and provide initial and annual recurrent training and certification for all operators of the Aircraft Baggage Belt Loader. Written documentation of completed training and certification will be provided to both the Airport Director and FBO General Manager for the airport and FBO's training records. C. Airport will be responsible for all repairs, normal wear and tear excepted, while the Baggage Belt Loader is in the possession of the FBO. D. The Fixed Base Operator (FBO) will be responsible for all repairs of the equipment, the subject aircraft or injuries or worse to FBO or Charter Airline employee/s, resulting from acts of negligence, damage, or misuse while the Baggage Belt Loader is in the possession of the Fixed Base Operator (FBO). II. The Airport makes the following representations and agrees to the following conditions and responsibilities: A. The City of Waterloo and Waterloo Regional Airport owns the Baggage Belt Loader. B. The Airport will be responsible for performing maintenance and providing the associated parts that results from "Normal Wear and Tear" of the equipment, however cost of maintenance and parts necessary to repair equipment resulting from negligence, damage or misuse of the equipment by FBO personnel will be paid by Airport but reimbursed by FBO. If equipment is damaged by FBO personnel, and placed out of service until repaired, FBO will reimburse the Airport for the daily revenue received by the Scheduled Airline at the current daily rate of revenue as invoiced by the Airport to the Airline at the rate of $25.00 per day. C. The equipment is owned by the City of Waterloo and the Waterloo Regional Airport, and is hereby designated for use by the Scheduled or Signatory Airline serving Waterloo, in addition for use by the Fixed Base Operator. If the schedule exists whereby the operational need for the equipment is required by both Scheduled Airline and the FBO, at or around the same time of day, the Scheduled Airline will have priority use of the equipment until the ground handling operation is completed by the Airline to allow FBO to use the equipment. 3 Section 3 Payment Airport shall invoice FBO at the rate of One Hundred Dollars and No Cents ($100.00) per scheduled arrival or departure of Charter aircraft that frequents the Waterloo Regional Airport, and for the use of the Baggage Belt Loader for the FBO to provide professional ground handling services to said Charter aircraft. Payment is due and payable within thirty (30) days following the invoice date. Airport shall submit invoices in reasonable detail for any charges due hereunder, and not previously invoiced, on a monthly basis. All invoices are to be mailed to: Livingston Aviation, Inc. Attn: Mr. Tim Newton, General Manager & Co -Owner Waterloo Regional Airport 2814 Betsworth Drive Waterloo, IA 50703 All amounts due hereunder shall be paid by and in full without set aside by FBO within Thirty (30) days after the date of invoice. Section 4 Disputes of Either Party If FBO disputes any invoice rendered or amount paid, FBO will so notify Airport, and the parties will use all reasonable efforts to resolve such dispute expeditiously. Section 6 Representations and Warranties Airport makes no warranties, express, implied or statutory, including but not limited to the implied warranties of the merchantability or fitness for a particular purpose, except Airport does represent and warrant that, at the time of delivery of the leased equipment to FBO, title to the equipment will be vested with Airport, and Airport represents and warrants that it has and will at all times have good and valid title / ownership of the Belt Loader, free and clear of any and all liens and other encumbrances, and Airport also represents and warrants that each such item of equipment complies with all applicable Federal Aviation Regulations (if applicable), is serviceable and in good condition, and is certified for use for aircraft or aviation ground handling operations. Airport further agrees that it has complied, and will comply, with all applicable laws, regulations, standards, procedures and general requirements in its performance hereunder. 4 Section 7 Quiet Enjoyment Airport represents, covenants and agrees that FBO shall quietly enjoy the use of the Baggage Belt Loader under the terms of this Agreement without hindrance or disturbance by Airport or by any other person or entity claiming through Airport, except as the terms and conditions of this Agreement otherwise allow. Section 8 Ownership FBO hereby acknowledges that the equipment hereunder is the property of the City of Waterloo and the Waterloo Regional Airport. Section 9 Indemnification FBO agrees to release, indemnify, hold harmless, and defend Airport, its' officers, directors, employees, agents, successors, and assigns, from and against any and all claims, losses, damages, and liabilities, causes of action, suits, judgements, and expenses caused or incurred during the Term of this Agreement, for the death of or bodily injury to any person and from the loss of, damage to or destruction of any property in any manner arising out of the lease or use of equipment hereunder except to the extent that such damage or injury is a result of the negligence or misconduct of Airport, or if such damage or injury is due to any breach of the representations, warranties or obligations of Airport. Section 10 Insurance FBO shall, at its expense, keep the equipment insured against loss, fire, theft, damage or destruction from any cause whatever, and such additional insurance against injury, loss or damage to persons or property arising out of the use or operation of the equipment as is customarily maintained by the owners of like property. The minimum coverages to be provided are: Comprehensive General Liability: Written in the minimum amount of $1,000,000 per occurrence with an annual aggregate limit of $2,000,000. Product Liability: Written in the minimum amount of $1,000,000 combined single limit Worker's Compensation: As required by applicable state statute. 5 FBO shall name the City of Waterloo and the Waterloo Regional Airport as additional insured on their comprehensive general liability policy. Certificates of Insurance on all required policies confirming the required coverages shall be sent to: Waterloo Regional Airport Attn: Airport Director 2790 Livingston Lane Waterloo, IA 50703 All policies must give the Airport a 30 day notice in the event of cancellation for any reason Section 11 Term, Cancellation / Termination This Agreement shall commence on April 1, 2019 and continue thru March 31, 2024. Either party may cancel this Agreement upon ninety (90) days written notice to the other. Section 12 Governing Law This Agreement as made within, shall be construed in accordance with, and shall be governed by the laws of the State of Iowa, and the parties agree that venue lies in Waterloo and Black Hawk County, Iowa. Section 13 Severability If any provision of the Agreement shall be declared illegal, void, or otherwise unenforceable, the remaining provisions shall remain in full force and effect. Section 14 Non -Waiver Failure of Airport to insist upon strict performance of any of the terms and conditions herein shall not be deemed a waiver of any rights or remedies that Airport shall have and shall not be deemed a waiver of any subsequent default of the terms and conditions hereof. 6 Section 15 Assignment This Agreement and the rights and obligations created hereunder shall not be assignable or delegated by either party hereto without the prior written consent of the other party; but, subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors, assigns, and legal representatives. Section 16 Notices Notices given hereunder shall be in writing and shall be deemed to have been given and delivered when deposited in the United States mail, Certified or Registered, with postage prepaid and addressed, or via overnight courier, or via personal delivery, if to the Waterloo Regional Airport, to: WATERLOO REGIONAL AIRPORT Attn: Airport Director 2790 Livingston Lane Waterloo, IA 50703 Ph: (319) 291-4483 and if to FBO, to: LIVINGSTON AVATION, INC. Attn: Mr. Tim Newton, General Manager 2814 Betsworth Drive Waterloo, Iowa 50703 PH: 319-234-1783 Or, to such other address as the respective parties hereto shall from time to time designate by notice to the other party. Section 17 Section Headings Section headings and captions contained herein are for convenience of reference only, and shall not be deemed in any manner to limit or restrict the content of the provision of which they relate. 7 Section 18 Amendments; Counterparts This Agreement may not be amended, modified, discharged or waived orally or by course of conduct, but only by an agreement in writing, signed by or on behalf of the party against whom enforcement of any Amendment, modification, discharge or waiver is sought. This Agreement may be executed and delivered by facsimile and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first written above. The Parties hereto agree that faxed signature copies of this Agreement shall be deemed to be originals. AGREED AND ACCEPTED: City of Waterloo, Iowa Livingston Aviation, Inc. (FBO) By: Quetin M. Hart Signature: Title: Mayor Date: zr Witness: By: Kelley Felchle Signature: Title: City Clerk Date: 14 8 By: Timothy Newton Signature: Title: General Manager & Co -Owner Date: Witness: By: Signature: Title: Date: