HomeMy WebLinkAboutA-Line ALO, LLC - Dev Agmnt - 4/15/19 (RECORDED) (LAC')
.(„eseei„ eqi) „8„ l!q!Lix3 se ole eq pegoepe waoj. all u! Alle!}uelsgns
`(suo!Tdo leMauaa 6u!pnlou!) saeai( 0g 0j do 4o wjo e aol °seal punoa6 e ow! aawe lip
sa!lJed eqi `ivawaaa6y s!Lo to ejep Ja14e sAep p£ u!q !M •Aped pa!y} Aue Apadoad
aqi of elm Aanuoo 01 algeun s! AI!a AITuanbasuoo pue `pod.a!y leuo!6e I oopalWM
ail se uMou)! ewe ue u!q !M plea)! s! Apadoad aql •eseal Waal-6uo1
:sMollo4. se aaa6e sa!lJed eq
`uieJeq Lipo;les sTueuanoo len}nw egl4o uoReaap!suoo u! `31Od32:1H1 `MON
1N3W332IOV
.(„Apedoad„ aLi1) o}aaaq
pagoene „y„ T!q!Lix3 uo pequosap pue 'ewe ueld Tuewdolanaa eaay
podaly eq1• se uMou){ AIJewJo4 `eaay ueld 1uewdolanapal pue leMeUe
uegan pa!4!ua nope of Ise3 oLi1 u! pa}eool Apadoad uo sluewenoadwi
po elaa pue s6u!pllnq 1oruisuoo pue aoueu!4 o1 one pue 6u!II!M s! Auedwoa .9
•pals!sse
6u!aq s! pue uajepepun ueeq seal ioafoad an pow iepun sluewaa!nbaa
pue SMI pool pue awls e geo!Idde 4o suo!s!nOad pue sesodind
o!Ignd OLiT 141!M aouepa000e u! am san!Tuaou! Lions pue ioefoad an Tail pue
44!0 ail 4o sTsaaa1u! iseq pue I5l!n OLi1< u! s! 1oefoad all Too sene!Ieq aegpn�
44!0 aq} pue 1506 Ian a6eanooua 01 se os seA!lueou! le!oueu!4 ep!noad o�
AT!unwwoo aL1•4O aae4IaM pue pooh 1IeJeno all J04 6u!II!M s! pue Apnwwoo
an 011!jeuaq 5 ail u!LimM Tuewdolanap o!Wouooe saap!suoo A1!a 'y
Slylla31
'(„Al!a„ an) 5M01 `oopajeM 4o Alla
pue („Auedwoa„ eLii) 0-1-1 `OD`d eu!1-y ueejeq pus Aq 61,O3 ` -- -N-20-1-
40
-N-z, -40 se ow! paaaTue s! („iueweeJ6y„ eqi) iueweaa6y Tuewdolanea s!Li1
1N3W33UOV 1N3Wd013A3a
LOL9-17EZ(66E)auoyd tOLO9 VI `OOIJO1eM`969 x08 O d 'pueIpuaM's Jaydolspgo Aq pe edaad
I ! A ft *
9LZ0000O-0 03eTTd
83aa0038 HIIWS '1 3IONVS
eMoI Al.uno0 )1MeH 10eT9
Tb ;o T abed 00'L03$ aad
Wd ZE:05:T0 le 6T0Z/£0/L0 :papooaa
N30 :adAi 170029929600 :OI 000
IIIIIIHIIIIIIIIII11111IIIIIIii IIIIIIIIIIIi ilii IIIllIIIIIIII111111IIIIIIII .Y
2. Improvements by Company. Company shall construct on the Property
at least one airplane hangar of no less than 12,000 square feet, and related parking,
landscaping, and other improvements to the building and grounds (collectively, the
"Improvements"). The Improvements shall be constructed in accordance with all
applicable City, state, and federal building codes, shall comply with all applicable City
ordinances and other applicable law, and shall be otherwise constructed and
maintained as set forth in the Lease. The Property, the Improvements, and all site
preparation and development-related work to make the Property usable for Company's
purposes as contemplated by this Agreement are collectively referred to as the
"Project".
3. Timeliness of Construction; Possibility of Lease Cancellation. The
parties agree that Company's commitment to undertake the Project and to construct the
Improvements in a timely manner constitutes a material inducement for the City to enter
into the Lease and that without said commitment City would not do so. Company must
obtain a building permit and begin construction by June 30, 2019 (the "Project Start
Date") and substantially complete construction no later than December 31, 2010 (the
"Project Completion Date").
If Company has not, in good faith, begun the construction of the
Improvements by the Project Start Date, then at City's option City may cancel the
Lease; provided, however, that if construction has not begun by the Project Start Date
but the development of the Project is still imminent, the City Council may, but shall not
be required to, consent to an extension of time for the construction of the
Improvements, and if an extension is granted but construction of the Improvements has
not begun within such extended period, then after the end of said extended period the
City may elect to cancel the Lease. If Company determines at any time that the Project
is not economically feasible, then after giving thirty (30) days' advance written notice to
City, Company may cancel the Lease, and thereupon neither party shall have any
further obligation under this Agreement except as expressly provided. If development
has commenced by the Project Start Date or any extended period and is stopped and/or
delayed as a result of an act of God, war, civil disturbance, court order, labor dispute,
fire, or other cause beyond the reasonable control of Company, the requirement that
construction is to be completed by the Project Completion Date shall be tolled for a
period of time equal to the period of such stoppage or delay, and thereafter if
construction is not completed within the allowed period of extension, City may elect to
cancel the Lease. Any cancellation of the Lease by either party shall be effective upon
delivery of written notice to the other party.
4. Indemnity. In the event of any Lease cancellation, Company agrees that
the Property shall be free and clear of any lien, claim, charge, security interest,
mortgage or encumbrance (collectively, "Liens") arising by or through Company.
Company shall pay in full, so as to discharge or satisfy, all Liens on or against the
Property. Company further agrees that it shall indemnify City and hold it harmless with
respect to any demand, claim, cause of action, damage, or injury made, suffered, or
incurred as a result of or in connection with the Project, Company's failure to carry on or
complete same, or any Lien or Liens on or against the Property of any type or nature
2
whatsoever that attaches to the Property by virtue of Company's leasehold interest or
the Project. If City files suit to enforce the terms of this Agreement and prevails in such
suit, then Company shall be liable for all legal expenses, including but not limited to
reasonable attorneys' fees, incurred by City. Company's duties of indemnity pursuant to
this Section shall survive the expiration, termination or cancellation of this Agreement
for any reason.
5. No Encumbrances; Limited Exception. Until completion of the
Improvements, Company agrees that it shall not create, incur, or suffer to exist any
Liens on the Property, other than such mortgage or mortgages as may be reasonably
necessary to finance Company's completion of the Improvements and of which
Company notifies City before Company executes any such mortgage. Company may
not mortgage the Property or any part thereof for any purpose except in connection with
financing of the Improvements.
6. Utilities. Company will be responsible for extending water, sewer,
telephone, telecommunications, electricity, gas and other utility services to any location
on the Property and for payment of any associated connection fees.
7. Minimum Assessment Agreement. Company acknowledges and
agrees that it will pay when due all taxes and assessments, general or special, and all
other charges whatsoever levied upon or assessed or placed against the Property.
Company further agrees that prior to the date set forth in Section 2 of Exhibit "C" it will
not seek or cause a reduction in the taxable valuation for the Property, which shall be
fixed for assessment purposes, below the amount of$1,100,000 (the "Minimum Actual
Value"), through:
(i) willful destruction of the Property, the Improvements, or any part of
either;
(ii) a request to the assessor of Black Hawk County; or
(iii) any proceedings, whether administrative, legal, or equitable, with
any administrative body or court within the City, Black Hawk County, the State of
Iowa, or the federal government.
Company agrees to sign said attached Exhibit "C" at the closing.
8. Tax Rebates. Provided that Company has completed the Improvements
as set forth herein and has executed the Minimum Assessment Agreement as set forth
above, City agrees to rebate property tax (with the exceptions noted below) as follows:
Year One through Year Five 90% rebate each year
Year Six through Year Ten 85% rebate each year
Year Eleven through Year Fifteen 80% rebate each year
Year Sixteen through Year Twenty 50% rebate each year
3
for any taxable value over $0.00. Rebates are payable in respect of a given year only to
the extent that Company has actually paid general property taxes due and owing for
such year. To receive rebates fora given year, Company must, within twelve (12)
months after the tax payment due date, submit a completed rebate request to City on
the form provided by or otherwise satisfactory to City, or the rebate shall be forfeited.
The taxable value of the Property as a result of the Improvements must be
increased by a minimum of 10% and must increase the annual tax by a minimum of
$500.00. This rebate program is not applicable to any special assessment levy, debt
service levy, or any other levy that is exempted from treatment as tax increment
financing under the provisions of applicable law.
The first year of in which a rebate may be given ("Year One") shall be the
first full year for which the assessment is based upon the completed value of the
Improvements, and not based on a prior year for which the assessment is based solely
upon (x) the value of the Property or upon (y) the value of the Property and a partial
value of the Improvements due to partial completion of the Improvements or a partial tax
year.
9. Option for Second Phase. Company shall have the option to enter into a
future development agreement with City that provides for the same schedule of rebates
as those set forth herein, for an additional phase of improvements, provided that such
improvements are in good faith scheduled to begin construction no later than December
31, 2027. Improvements may be either an expansion of the building to be constructed
under this Agreement or a new stand-along building, but in either case of comparable
building size and assessed value. Company shall exercise this option by providing
written notice to City, including proposed plans, no later than July 1, 2027.
10. Representations and Warranties of City. City hereby represents and
warrants as follows:
A. City is not prohibited from consummating the transaction
contemplated in this Agreement by any law, regulation, agreement, instrument,
restriction, order or judgment.
B. Each person who executes and delivers this Agreement and all
documents to be delivered hereunder is and shall be authorized to do so on
behalf of City.
11. Representations and Warranties of Company. Company hereby
represents and warrants as follows:
A. Company is not prohibited from consummating the transaction
contemplated in this Agreement by any law, regulation, agreement, instrument,
restriction, order or judgment.
4
B. Company is duly organized, validly existing, and in good standing
under the laws of the state of its organization and is duly qualified and in good
standing under the laws of the State of Iowa.
C. Company has full right, title, and authority to execute and perform
this Agreement and to consummate all of the transactions contemplated herein,
and each person who executes and delivers this Agreement and all documents
to be delivered to City hereunder is and shall be authorized to do so on behalf of
Company.
12. Obligations Contingent. Each and every obligation of City under this
Agreement is expressly made subject to and contingent upon City's completion of all
procedures, hearings and approvals deemed necessary by City or its legal counsel for
amendment of the urban renewal plan applicable to the Property and/or project area, all
of which must be completed within 180 days from the date this Agreement is approved
by the City council. If such completion does not occur, then any conveyance, benefit or
incentive of any type provided by City hereunder within said 180-day period is subject to
reverter of title, revocation, repayment or other appropriate action to restore such
property, benefit or incentive to City, and Company agrees to cooperate diligently and in
good faith with any reasonable request by City to effectuate the restoration of same, or
failing such restoration Company agrees to be liable for same or for the fair value
thereof, plus interest on any sums owing at the rate of 5% per annum commencing with
the date of demand for payment, if said payment is not remitted to City within 30 days.
13. No Assignment or Conveyance. Company agrees that it will not sell,
convey, assign or otherwise transfer its interest in the Property prior to completion of the
Project, whether in whole or in part, to any other person or entity without the prior
written consent of City. Reasonable grounds for the City to withhold its consent shall
include but are not limited to the inability of the proposed transferee to demonstrate to
the City's satisfaction that it has the financial ability to observe all of the terms to be
performed by Company under this Agreement.
14. Materiality of Company's Promises, Covenants, Representations,
and Warranties. Each and every promise, covenant, representation, and warranty set
forth in this Agreement on the part of Company to be performed is a material term of
this Agreement, and each and every such promise, covenant, representation, and
warranty constitutes a material inducement for City to enter this Agreement. Company
acknowledges that without such promises, covenants, representations, and warranties,
City would not have entered this Agreement. Upon breach of any promise or covenant,
or in the event of the incorrectness or falsity of any representation or warranty, City
may, at its sole option and in addition to any other right or remedy available to it,
terminate this Agreement and declare it null and void.
15. Notices. Any notice under this Agreement shall be in writing and shall be
delivered in person, by overnight air courier service, by United States registered or
certified mail, postage prepaid, or by facsimile (with an additional copy delivered by one
of the foregoing means), and addressed:
5
(a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, facsimile
number 319-291-4571, Attention: Mayor, with copies to the City Attorney and the
Community Planning and Development Director.
(b) if to Company, at 808 Dearborn Avenue, Waterloo, Iowa 50703,
facsimile number 319-235-7032, Attention: Manager.
Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in
person, (ii) one (1) business day following deposit for overnight delivery to an overnight
air courier service which guarantees next day delivery, (iii) three (3) business days
following the date of deposit if mailed by United States registered or certified mail,
postage prepaid, or (iv) when transmitted by facsimile so long as the sender obtains
written electronic confirmation from the sending facsimile machine that such
transmission was successful. A party may change the address for giving notice by any
method set forth in this section.
16. No Joint Venture. Nothing in this Agreement shall, or shall be deemed or
construed to, create or constitute any joint venture, partnership, agency, employment, or
any other relationship between the City and Company nor to create any liability for one
party with respect to the liabilities or obligations of the other party or any other person.
17. Amendment, Modification, and Waiver. No amendment, modification,
or waiver of any condition, provision, or term of this Agreement shall be valid or of any
effect unless made in a written instrument signed by the parties. Any waiver by any
party of any default by another party shall not affect or impair any rights arising from any
subsequent or other default.
18. Severability; Reformation. Each provision, section, sentence, clause,
phrase, and word of this Agreement is intended to be severable. If any portion of this
Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the
offending provision or part thereof shall be deemed severed from this Agreement and
the remaining provisions of this Agreement shall not be affected thereby and shall
continue in full force and effect. If, for any reason, a court finds that any portion of this
Agreement is invalid or unenforceable as written, but that by limiting such provision or
portion thereof it would become valid and enforceable, then such provision or portion
thereof shall be deemed to be written, and shall be construed and enforced, as so
limited.
19. Captions. All captions, headings, or titles in the paragraphs or sections of
this Agreement are inserted only as a matter of convenience and/or reference, and they
shall in no way be construed as limiting, extending, or describing either the scope or
intent of this Agreement or of any provisions hereof.
20. Binding Effect. This Agreement shall be binding and shall inure to the
benefit of the parties and their respective successors, assigns, and legal
representatives.
6
21. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one and the same instrument.
22. Entire Agreement. This Agreement, together with the exhibits attached
hereto, constitutes the entire agreement of the parties and supersedes all prior or
contemporaneous negotiations, discussions, understandings, or agreements, whether
oral or written, with respect to the subject matter hereof.
23. Time of Essence. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Development
Agreement by their duly authorized representatives as of the date first set forth above.
[signatures on next page]
7
/
/F
CITY OF WATERLOO, IOWA A-LIN A, O, Lam%
By: i V ....A_Q..fYI,< L (1 By:
Quentin Hart, Mayor Jamin .` S oh, Manager
Attest:
Kelley F chle, City Clerk
PERSONAL GUARANTY. The undersigned members and/or managers of
Company hereby agree for themselves and their heirs, personal representatives, and
assigns, to unconditionally guarantee to City, its successors and assigns, the full and
prompt performance by Company, its successors and assigns, of all promises and
covenants on the part of Company to be performed pursuant to the foregoing
Agreemee , including but not limited to the duties of indemnity set forth therein, if any.
Lia . ' f4f guarantors hereunder is joint and several.
, 1 /
-
ii
B-- �,� in-E3-,. Stroh—
,
8
Attachment "A"
Legal Description
LEASE AREA DESCRIPTION:PART OF THE EAST HALF OF SECTION 5, TOWNSHIP 89
NORTH, RANGE 13 WEST OF THE 5TH P.M., CITY OF WATERLOO, BLACK HAWK
COUNTY, IOWA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:COMMENCING
AT THE NORTHWESTERLY CORNER OF LOT 1, MIDPORT AMERICA PARK PLAT
NUMBER 1;THENCE NORTH 03°02'57" WEST, 338.20 FEET TO THE POINT OF
BEGINNING; THENCE NORTH 90°00'00" WEST, 140.00 FEET;THENCE NORTH 00°00'00"
EAST, 250.00 FEET;THENCE NORTH 90°00'00" EAST, 140.00 FEET;THENCE SOUTH
00°00'00" EAST, 250.00 FEET TO THE POINT OF BEGINNING;CONTAINING 0.803 ACRE
(35,000 SQ. FT.), SUBJECT TO OTHER LEASES AND EASEMENTS OF
RECORD.NOTE: THE NORTH LINE OF SAID LOT 1 IS ASSUMED AS BEARING
SOUTH 66°22'13" WEST.
1(Q1
Eh�b1-E
t th
WATERLOO
RFGIONAL AIRPORT
CRUISE A NEW ALTITUDE
and
A-LINE ALO, LLC
Hangar and Ground Site Lease Agreement
Effective Date: January 1, 2019
TABLE OF CONTENTS
Paae
ARTICLE 1-PREMISES 1
ARTICLE 2-OBJECTIVES AND PURPOSE OF LEASE 1
Section 2.01 Use of Premises. 1
Section 2.02 Prohibited Uses. 2
Section 2.03 Conduct of Operations on Premises. 2
ARTICLE 3-TERM AND COMPENSATION 3
Section 3.01 Initial Term 3
Section 3.02 Rent 3
Section 3.03 Options to Renew. 3
Section 3.04 Future Adjustments of Rents and Fees 4
Section 3.05 Holding Over 4
Section 3.06 Late Charges 4
Section 3.07 Surrender of Possession 4
Section 3.08 Chronic Late Payment. 5
Section 3.09 Dishonored Checks. 5
Section 3.10 Application of Payment. 5
ARTICLE 4-OPERATOR'S FUTURE CONSTRUCTION REQUIREMENT 5
Section 4.01 Requirements for Improvements on Premises 5
Section 4.02 Initial Construction Dates 5
Section 4.03 Approvals of Construction Plans 6
Section 4.04 Extension of Utilities or Special Facilities. 6
Section 4.05 Construction of Additional or Future Facilities 6
Section 4.06 Alterations or Repairs to Premises. 6
Section 4.07 Lien Indemnification. 6
Section 4.08 Cost of Construction and Alterations. 7
Section 4.09 As-Built Drawings 7
Section 4.10 Security Interest on Leasehold Improvements for Construction. 7
Section 4.11 Ownership of Improvements. 8
Section 4.12 Performance Bonds—Construction Guarantee. 8
i
ARTICLE 5- OBLIGATIONS OF OPERATOR 9
Section 5.01 Net Lease 9
Section 5.02 Maintenance and Operation 9
Section 5.03 Utilities. 10
Section 5.04 Trash, Garbage,Etc. 10
Section 5.05 Signs. 10
Section 5.06 Non-Discrimination 10
Section 5.07 Observance of Statutes and Regulations. 11
Section 5.08 Hazard Lights. 11
Section 5.09 Airport Security 11
ARTICLE 6-OBLIGATIONS OF THE AIRPORT 11
Section 6.01 Operation as a Public Airport. 11
Section 6.02 Ingress and Egress 12
Section 6.03 Snow Removal Operation and Turf Maintenance 12
ARTICLE 7—AIRPORT'S RESERVATIONS 12
Section 7.01 Improvement,Relocation or Removal of Structure. 12
Section 7.02 Airfield Operations 12
Section 7.03 Inspection of Premises 12
ARTICLE 8-INDEMNITY AND INSURANCE 13
Section 8.01 Indemnification. 13
Section 8.02 Insurance. 13
Section 8.03 Environmental Impairment 14
Section 8.04 Fire and Extended Coverage Insurance 14
Section 8.05 Waiver of Subrogation 14
Section 8.06 Application of Insurance Proceeds. 15
Section 8.07 Performance Bonds. 15
Section 8.08 Destruction of Premises(Uninsured Cause) 15
ARTICLE 9-CANCELLATION BY THE AIRPORT 15
Section 9.01 Events of Default by Operator 15
ii
Section 9.02 Remedies for Operator's Default. 16
ARTICLE 10-CANCELLATION BY OPERATOR FOR EVENTS OF DEFAULT BY AIRPORT 17
Section 10.01 Event of Default by Airport 17
Section 10.02 Remedies for Airport's Default. 18
ARTICLE 11 -RIGHTS UNDER TERMINATION 18
Section 11.01 Fixed Improvements 18
Section 11.02 Personal Property. 18
ARTICLE 12-ASSIGNMENT AND SUBLETTING 19
Section 12.01 Assignment 19
ARTICLE 13-QUIET ENJOYMENT 19
ARTICLE 14-GENERAL PROVISIONS 19
Section 14.01 Non-Interference with Operations of Airport 19
Section 14.02 Attorney's Fees. 19
Section 14.03 Taxes and Special Assessments. 20
Section 14.04 Right to Contest 20
Section 14.05 License,Fees and Permits. 20
Section 14.06 Non-Exclusive Rights 20
Section 14.07 Paragraph Headings 20
Section 14.08 Interpretations 20
Section 14.09 Non-Waiver. 20
Section 14.10 Severability 21
Section 14.11 Binding Effect. 21
Section 14.12 No Partnership 21
Section 14.13 Duty to be Reasonable 21
Section 14.14 Notices 21
Section 14.15 Entire Agreement. 21
Section 14.16 No Construction Against Drafting Party. 22
Section 14.17 Third-Party Beneficiaries. 22
Section 14.18 Authorization and Execution 22
iii
THE CITY OF WATERLOO—WATERLOO REGIONAL AIRPORT
and
A-LINE ALO,LLC
LEASE SUMMARY
TYPE OF AGREEMENT Hangar and Ground Site Lease Agreement
TENANT A-Line ALO,LLC
REPRESENTATIVE(S) Benjamin Stroh
NOTICE ADDRESS 808 Dearborn Avenue,Waterloo,Iowa 50703. Office:233-1692/Mobile:504-1616
EFFECTIVE DATE January 1,2019
TERM 40 years
Operator has an option to further extend the lease agreement beyond the full 40-year
RENEWAL OPTIONS term.
Operator's option shall extend to no greater than two(2)five(5)year option periods.
TERMINATION DATE Initial Term:December 31,2058
LEASEHOLD/ASSIGNED
PREMISESGround Site:TBD pending fatal construction drawings
INITIAL RENTAL RATE Ground Rent-$364.58 per month(S0.125 per s.f.per year-35,000 s.f.=$4,375.00 per
yr.).
RENTAL ADJUSTMENT Adjusted by CP1,Midwest Region every five years
A Fuel Flowage Fee (FFF) will be imposed by the Airport Operator if the tenant
OTHER FEES,RATES AND installs a self-fueling station for the sole purpose of fueling company aircraft. Fuel
CHARGES Flowage Fee, at Cents per Gallon, will be the same FFF as the Operator imposes on
other aviation tenants as part of the Airport's Standard Rates and Charges.
AUTHORIZED USE(S) Private aircraft storage and private aircraft maintenance.
Note: This summary is presented as a reference of the agreement information at the time of execution. If
there is a discrepancy between the information contained in this summary and the requirements contained
in the remainder of the agreement, the requirements as stated in the remainder of the agreement will
prevail.
iv
City of Waterloo,Iowa and Waterloo Regional Airport
AND
A-LINE ALO,LLC
Ground Site Lease Agreement
THIS GROUND SITE LEASE AND DEVELOPMENT AGREEMENT (hereinafter referred to as the
"Agreement", is entered into on 096,\ 1S. , 2019, to be effective as of the Effective Date stated in
Section 3.01, by and between the City of Waterloo, Iowa, do Waterloo Regional Airport (hereinafter
referred to as the"Airport"), and A-LINE ALO, LLC, an Iowa Limited Liability Company (hereinafter
referred to as the"Operator").
WITNESSETH:
In consideration of the lease of certain real property and the covenants and agreements contained herein,
the parties agree as follows:
ARTICLE 1
PREMISES
1. The Airport hereby leases to Operator, for its and its Affiliates' (as defined herein) exclusive use
as specifically authorized herein,and for no other use except as agreed to, and authorized herein,
a tract(s) of land for construction of a hangar building as described below and located at the
Waterloo Regional Airport (the "Airport"), on a plot of land containing approximately 35,000
square feet (140' x 250'), as shown on Exhibits A, B, & C attached hereto and incorporated
herein by reference(the'Premises").
ARTICLE 2
OBJECTIVES AND PURPOSE OF LEASE
Section 2.01 Use of Premises
1. The Operator's use of the Premises, including building[s] and facilities constructed thereon, is
limited to the private storage and maintenance of Operator's and its Affiliates' aircraft,and those
uses incidental thereto, in accordance with the Airport Rules & Regulations. For the purpose of
this Agreement, the term "Affiliates" shall include any entity under the common control of A-
Line ALO,LLC.
2. The Operator and its Affiliates, in addition to the use of the Premises, shall be entitled to the
general use,in common with others, of all Airport facilities made available for use to the general
public except as may be otherwise hereinafter provided.
3. For the purpose of this Agreement, "Airport facilities" shall inciude runways, taxiways, ramps,
aircraft and automobile parking areas, roadways, sidewalks, navigation and navigational aids,
lighting facilities, terminal facilities, aircraft fueling facilities or other areas of the Airport, that
have been constructed at Airport's expense for the benefit of the Operator, Operator's tenants,
and the general public. Provided,however, that the use of the above-mentioned airport facilities,
by the Operator, shall be subject to their full compliance with such rules and regulations as now
exist or may hereafter be enacted by the Airport. Operator understands and agrees that approved
uses of Airport facilities are also subject to the payment of such fees and charges, including, but
not limited to, landing fees, fuel flowage fees, airfield access charges, commissions on gross
receipts, or ground site rents, if any, as may be established from time to time by the Airport for
1
the maintenance, operation or replacement of the Airport, and Airport related facilities, with the
parties' intent being that Operator be treated no differently from other users of Airport.
The Airport will provide the Operator with notice and an opportunity to comment prior to
implementation of any such new fees,and charges.
4. The aircraft maintenance permitted on the Premises is maintenance that can routinely be
performed by the Operator and its Affiliates, employees of the Operator and its Affiliates, or
persons contracted by the Operator and its Affiliates to perform warranty or specialty work,
having the required licenses, certificates and permits to perform the work. Referenced
maintenance shall be accomplished in accordance with all applicable building and fire codes and
Airport Rules and Regulations/Minimum Standards.
Section 2.02 Prohibited Uses
The following activities are expressly prohibited:
1. The Operator may not use any part of the Premises or the improvements located thereon for any
aviation or non-aviation activity or purpose, other than as expressly set forth and authorized in
Section 2.01,unless such use is approved, in writing,by the Airport.
2. Operator may not offer commercial aeronautical services to the public from the Premises.
3. The Operator will not block the taxiways, runways or aircraft ramps or store aircraft upon
taxiways or grass areas of the Airport.
4. The operation of automobiles, trucks, or other vehicles in the Air Operations Areas(AOA)of the
Airport is prohibited,without approval of the Airport.
5. The Operator,if constructing a self-fueling station,shall not undertake fueling operations for non-
company aircraft, or retail fuel to non-company aircraft. Said self-fueling station shall be used
only by Operator or employees of the Operator.
6. Any other activity not specifically authorized by this Agreement.
Section 2.03 Conduct of Operations on Premises
In its exercise and carrying out of the rights, privileges, duties, and obligations granted herein, and in its
use of the Premises, Operator hereby obligates itself, and agrees to obligate all of its sub-lessees and/or
occupants, to the following requirements and regulations:
I. Operator shall not consent to any unlawful use of the Premises, nor permit any such unlawful use
thereof.
2. Operator agrees that all local, federal and state ordinances and laws will be observed in its use
and occupancy of the Premises, including the rules and regulations of the federal and state
aeronautical authorities and the local governing authorities.
3. Operator shall comply with all Airport rules,regulations and ordinances as they now exist or may
hereafter be amended or adopted.
4. The operations of Operator, its sub-lessees, employees, invitees and those doing business with it,
shall conduct all activities in an orderly and proper manner so as not to annoy, disturb or be
offensive to others at the Airport. The Airport shall have the right to complain to Operator as to
the demeanor, conduct and appearance of Operator's employees, sub-lessees, invitees and those
doing business with it, and as to its and/or their failure to utilize said facilities at times,and in the
manner, and according to the standards, mandated by the Airport, whereupon Operator will take
2
all steps reasonably necessary to remove the cause of the complaint and bring the operations and
services into compliance with such standards as promptly as possible.
5. Operator shall comply with all rules and regulations of the local and/or state fire marshal in the
conduct of its operations on the Premises.
6. Operator shall abide by all environmental laws, rules and regulations contained in the Rules and
Regulations as are applicable to Operator's activities.
7. Operator shall be responsible for the payment of water, gas and sewer charges and electric
current, telephone service and other utilities utilized or consumed on the Premises and shall
separately meter same.
8. Operator may have coin-operated telephones in the building[s] on the Premises, and may have
any other reasonably appropriate vending machines as Operator deems necessary and appropriate
on the Premises without having to secure the written consent of Airport.
9. Operator shall not use or permit the Premises to be used for the sale to its employees or to the
public of any goods or services not directly related to those activities authorized in this
Agreement.
The Airport reserves the right to further develop its land and to lease the same for any lawful purpose
whatsoever or to provide any services it deems necessary or desirable in its sole and absolute discretion,
for the public,regardless of the desires or views of Operator,and without interference or hindrance.
ARTICLE 3
TERM AND COMPENSATION
Section 3.01 Initial Terni
The initial term of this Agreement shall be for forty (40)years, effective January 1, 2019 (the"Fffective
Date"), and terminating at 11:59 p.m. on December 31, 2058, subject to earlier termination as provided
herein.
Section 3.02 Rent
1. Ground Site Rent. In addition to financing all improvements and development of the Premises,
the Operator shall pay an annual ground rent of 54.375.00, which is equal to $0.125 per square
foot for 35,000 square feet of improved ground site. Said agreed rent shall be paid in advance
monthly on the first day of each month in twelve (12) equal installments of$364.58. Rent is
subject to adjustment as set forth in Section 3.04.
2. Payments. All payments are to be made at the office of the Waterloo Regional Airport, 2790
Livingston Lane, Waterloo, Iowa 50701. Payments are due on or before the first day of each
month, starting the first month following the month in which an occupancy permit is first issued
to Operator.
Section 3.03 Options to Renew
1. Operator shall have the option to renew this Agreement for two(2)additional five(5)year(sixty
(60) month) periods, provided that Operator is not then in default of this Agreement. The
Operator may exercise its option to renew this Agreement by giving the Airport written notice of
Operator's desire to renew at least one hundred eighty (180) days prior to the expiration of the
Initial Tenn and the first renewal term, as applicable.
3
2. Upon termination of this Agreement, through default or lapse of time, all fixed improvements to
the Premises shall, automatically and without payment of any compensation,become property of
the City of Waterloo/Airport as detailed in Article 11.
Section 3.04 Future Adjustments of Rents and Fees
As of the fifth anniversary of the Effective Date, and every five years thereafter, the annual rental
payment shall be adjusted to reflect changes in economic conditions by multiplying the rental by a
fraction, the denominator of which is the Consumer Price Index All Urban Consumers, All Cities, non-
seasonally adjusted, (CPI, Midwest Region) 1982-1984 = 100, published by the Bureau of Labor
Statistics of the United States Department of Labor (the "Index") for the third month preceding the
Effective Date and the numerator of which is the Index for the third month immediately preceding the
beginning of each fifth year. In no event shall the Operator's rental obligation be reduced below the rent
that is initially established by this Agreement. Should the United States Government revise its price
index at any time, the parties hereto will follow such suggestions as the Government may issue for
making an arithmetical changeover from one index to another. Should the price index be wholly
discontinued, then its successor or the most nearly comparable successor index thereof, adjusted back to
the date that is three(3)months prior to the date of this Agreement, shall be used.
Section 3.05 Holding Over
If Operator holds possession of the Premises after the expiration or termination of the Term, including
any renewal term, by lapse of time or otherwise, Operator shall become a tenant at sufferance upon all of
the terms contained herein, except as to Lease Term and Rent. During such holdover period, Operator
shall pay to the Airport a monthly rental equivalent to one hundred fifty percent (150%) of the Rent
payable by Operator to the Airport with respect to the last month of the Lease Tenn. The monthly rent
payable for such holdover period shall in no event be construed as a penalty or as liquidated damages for
such retention of possession.
Without limiting the foregoing, Operator hereby agrees to indemnify, defend and hold harmless the
Airport, its officials, agents, contractors and employees, from and against any and all claims, liabilities,
actions, losses, damages (including without limitation, direct, indirect, incidental and consequential) and
expenses (including, without limitation, court costs and reasonable attorneys' fees) asserted against or
sustained by any such party and arising from or by reason of such retention of possession, which
obligations shall survive the expiration or termination of the Lease Term. Nothing herein shall be
construed as requiring Airport to allow Operator to hold over,and doing so shall not be a waiver of any of
Airport's rights at termination.
Section 3.06 Late Charges
The Operator shall pay to the Airport a late charge equal to 1.5%per month on all rent and fee charges
which are 30 days past due. Said late charge shall commence on the past due amount from the date said
payment was due and shall be computed to the date the past due amount is paid. This shall be in
addition to, and in no way alters, any other rights reserved to the Airport, or existing in the Airport by
virtue of the laws of the State of Iowa,or by the terms of this Agreement.
Section 3.07 Surrender of Possession
At the expiration of the term of this Agreement, including any renewal term(s), whether by lapse of time
or otherwise, Operator shall promptly and peacefully surrender the Premises to the Airport in the
condition in which it was received, subject to those improvements as outlined in Article 4 below and
reasonable wear.
4
Section 3.08 Chronic Late Payment
Airport may also terminate this Agreement for the reason that Operator is chronically late with rental
payments. Chronic late payments are defined as making a rental payment more than ten (10) days after
the due date on three(3) or more occasions during any consecutive 12-month period during the term of
this Agreement.
Section 3.09 Dishonored Checks
If Operator makes a payment due under this Agreement with a check or other payment method that has
been returned/dishonored by the bank, Operator shall pay a$20.00 administrative fee to Airport and shall
also reimburse Airport for any fees charged to Airport by its bank (collectively, "Dishonored Funds
Fees"), payable with the next rental payment due after receipt of Airport's written demand for such fee.
This amount is in addition to the"Late Fee", Dishonored Funds Fees shall be deemed additional rent.
Section 3.10 Application of Payment
Money paid by Operator to Airport shall be applied first to interest, second to court costs legally
chargeable to Operator, third to attorney fees chargeable to Operator, fourth to outstanding repair bills
that are the responsibility of the Operator,and fifth toward rent.
ARTICLE 4
OPERATOR'S CONSTRUCTION REQUIREMENTS
Section 4.01 Requirements for Improvements on Premises
Unless otherwise agreed by the Airport, Operator shall,at its sole expense, construct on the Premises,as
provided in Sections of this Article 4, such buildings, structures, fencing, roadways, utility lines,
additions,and improvements as are necessary in furtherance of the purposes set forth in Article 2,and the
Operator shall install herein and thereon such equipment and facilities as the Operator or the Airport may
deem necessary or desirable.
Provided, however,that no building,structure, fencing, roadway,utility lines,addition or improvement of
any nature shall be made or installed by the Operator without the prior written consent of the Airport as
herein provided.
The Operator shall provide to Airport, upon written request, with proof that funds necessary to complete
construction of the improvements have been irrevocably dedicated to such construction.
All improvements constructed under this Agreement shall be in accordance with all applicable laws,rules,
regulations and ordinances.
Section 4.02 Initial Construction Dates
Construction of the initially approved Operator Improvements, which are more fully described in Exhibit
D attached hereto and fully incorporated herein by reference, on the Premises shall begin no Iater than
120 days from the date the City/Airport approves such construction,and shall be completed no later than
12 months from the date of such approvals, or a date as mutually agreed to by Airport and Operator in
writing. Operator shall be responsible, at its own expense, to demolish any structures or other
improvements on the Premises that obstruct or interfere with approved Operator Improvements, to
li properly abate any asbestos or other Hazardous Materials as defined in Section 8.03, and to properly and
safely dispose of demolition materials, including but not limited to hazardous materials, away from the
Airport.
In the event Operator shall fail to begin construction within the initial 120-day period, Airport shall have
the right to terminate construction authorization and this Agreement,through written notice. In the event
5
Operator shall fail to complete construction within the 12-month construction period, Airport shall have
the right to terminate this Agreement through written notice, after filing a claim against the performance
bond provided in accordance with Section 4.12 in order to fund the completion of the construction. Even
if this Agreement is terminated for non-performance, Operator shall remain obligated to pay any unpaid
rent or other charges.
Section 4.03 Approvals of Construction Plans
The Operator covenants and agrees that prior to the preparation of detailed construction plans,
specifications and architectural renderings of any such building, structure, roadway, addition or
improvement, it shall first submit plans showing the general site plan, design and character of
improvements and their locations,including drainage and roadways to the Airport for approval.
The Airport agrees to review such plans within 30 days of receipt from the Operator. The Operator
covenants and agrees that prior to the installation or construction of any present and future building,
roadway, structure, addition or improvement on the Premises, it shall first submit to the Airport/ City
Planning and Zoning, for final approval, fmal detailed construction plans and specifications and
architectural renderings prepared by registered architects and engineers, and that all construction will be
in accordance with such plans and specifications, and all other applicable rules, regulations, laws and
ordinances.
Section 4.04 Extension of Utilities or Special Facilities
The Operator shall contract, and extend, at its sole expense, all necessary utility, electrical, water, sewer
and other lines needed to service any hangars and buildings initially constructed or constructed in the
future by the Operator on the Premises. Airport will cooperate with relocation of utilities and related
easements as necessary.
The Operator shall construct for the Premises, at its expense, connecting roadways and taxiways to the
existing roadway and taxiway systems. All utility extensions,relocations,and other construction shall be
undertaken by Operator at its own expense and in accordance with all applicable City Codes and
ordinances.
Section 4.05 Construction of Additional or Future Facilities
The Operator has the right to construct additional buildings or facilities on the Premises. Prior to such
construction, the Operator agrees to submit to the Airport for approval, final plans, specifications and
architectural renderings prepared by registered architects and engineers, and comply with all other
requirements of Section 4.03. The use of additional or future facilities shall also be subject to the terms
and conditions hereof.
Section 4.06 Alterations or Repairs to Premises
The Operator shall not construct, install, remove and/or modify external or structural portions of the
buildings constructed upon the Premises without the prior written approval of the Airport. The Operator
shall submit for approval by the Airport, its plans and specifications for any proposed project and shall
comply with all applicable code requirements and such other conditions considered by the Airport to be
necessary. The Operator can make internal improvements to the Premises without the Airport's consent
as long as said changes meet all applicable Code requirements.
Section 4.07 Lien Indemnification
Operator shall keep the Premises and the buildings) free from Iiens arising out of any work performed
and/or materials ordered, or from any obligations incurred by Operator. In the event any person or
corporation shall, as a result of construction work beim performed by or for the Operator, attempt to
6
assess a lien against the Premises,the Operator shall hold the Airport harmless from such claim,including
the cost of defense.
Section 4.08 Cost of Construction and Alterations
Within thirty(30) days of completion of the construction or alterations, the Operator shall present to the
Airport for examination and approval a sworn statement of the construction and/or alteration costs.
Construction and/or alteration costs for the purpose of this Section are hereby defined as all money paid
by the Operator for actual site preparation, construction or alteration, including architectural and
engineering costs plus pertinent fees in connection therewith.
In the event that the Operator makes further improvements or alterations on the Premises, the use thereof
shall be enjoyed by the Operator during the term hereof without the additional rental therefor.
Section 4.09 As-Built DrawinEs
Within one-hundred eighty (180) days following completion of any future construction by the Operator
and any subsequent additions, alterations or improvements, the Operator shall present to the Airport a
complete set of"As-Built" drawings including,but not limited to,architectural renderings, specifications,
plumbing, and electrical plans.
Section 4.10 Security Interest on Leasehold Improvements for Construction
Operator is not authorized to initiate a security interest in property or facilities financed and constructed
by the Airport. Operator shall have the right to place a security interest, hereinafter referred to as "the
mortgage," upon, and for, improvements financed by the Operator on the Premises only and shall not
encumber or be a lien upon the land.
All of the Operator rights and obligations under this Agreement shall inure to the benefit of such
mortgagee named in said mortgage ("the Lender") and its assignees. The rights granted in this Section
4.10 are contingent upon Operator providing the Airport with copies of the signed loan documents, if
applicable, and security agreements, and the name, address and mailing address of the Lender for
purposes of providing any notices thereto.
The Lender named in such a mortgage shall have the following rights and shall be subject to the following
duties:
1. The term of the mortgage may not exceed the Initial Tenn of this Agreement detailed in 3.01.
2. In the case of a default by the Operator under the terms of the mortgage against Operator's
building, the Lender shall have the right to assume the rights, benefits, duties and obligations
granted and imposed upon the Operator under the terms of this Agreement, including the
obligation to pay all delinquencies in rent or other obligations of the Operator.
Such Lender shall have the right to assign its interest in this Agreement to a third party with the
Airport's approval, which will not be unreasonably withheld, provided that such assignee meets
all of the requirements of this Agreement and possesses the financial and managerial experience
to perform the commercial activities and to pay the rents specified in this Agreement.
3. Any Lender acquiring ownership and possession of the building(s) located upon the Premises
shall have a reasonable period of time, not to exceed 30 days, to provide or arrange for providing
all the services that are required to be provided of the Operator under the terms of this
Agreement,or a tenant that is otherwise satisfactory to the Airport.
7
4. All notices required by Section 14.14 hereof to be given by Airport to Operator shall also be
given to Lender at the same time and in the same manner. Upon receipt of such notice, Lender
shall have the same rights as Operator to correct any default.
5. Within ten (10) days after Operator's request, Airport shall deliver an Estoppel Certificate, a
declaration to any person designated by Operator:
a. Ratifying this Agreement;
b. Stating the commencement and termination date and the rent commencement date;and
c. Certifying:
• That this Agreement is in full force and effect has not been, to the knowledge of the
Airport, assigned, modified, supplemented or amended (except by such writings as shall
be stated);
• That all conditions under this Agreement to be performed by Operator have been satisfied
(stating exceptions,if any);
• No defenses or offsets against the enforcement of this Agreement by Operator exist (or
stating those claimed);
• The date to which rent has been paid,and such other information as Operator reasonably
requires.
Section 4.11 Ownership of Improvements
For the initial term and any extension or renewal term as may be agreed to, any building, or other
improvements to Premises, constructed and paid for by the Operator shall be owned by the Airport,
subject to this Agreement, and may be encumbered by a security interest for construction funding only as
provided for in Section 4.10 hereof.
No other lien or encumbrance shall be permitted except as provided for in Section 4.10 hereof other than
by lien of the Airport on account of default by the Operator in payment of sums required to be paid to the
Airport under the terms of this Agreement. Any building or other improvements constructed and paid for
by the Airport shall remain the property of the Airport.
During the term of this Agreement, the Operator is obligated to pay ground rent only and is not obligated
to pay rent on the buildings and improvements erected and installed by Operator.
if, upon expiration of the term, Operator's occupancy is extended by mutual agreement of the parties, it is
intended that Operator will pay ground and building rent and other sums as may be provided for herein.
However, should this Agreement not be extended by Operator as provided herein, Operator shall no
longer have the right to sublet,assign,mortgage,or otherwise encumber the Premises or the buildings and
improvements erected thereon.
Following such termination at the end of the initial term, any further lease of the Premises by the Airport
to any other party shall be based upon the Fair Market Rental Value(FMV) of the land and buildings on
the Premises according to the Airport's then applicable leasing policies.
Section 4.12 Performance Bonds -Construction Guarantee
For the initial and any future construction funded by the Operator, Operator shall, before commencing
construction, cause a surety bond or another form of security acceptable to the Airport to be issued in the
amount equal to 100% of the building(s) and site development construction costs, that assures that the
8
funds to cover the cost of the project are irrevocably set aside and available to the Airport to complete the
improvement to Airport-owned property should the Operator fail to do so.
ARTICLE 5
OBLIGATIONS OF OPERATOR
Section 5.01 Net Lease
The use and occupancy of the Premises by the Operator will be without cost or expense to the Airport.
The Operator shall not use any facilities for any residential purposes. Additionally, it shall be the sole
responsibility of the Operator to maintain, repair and operate the entirety of the Premises, and any
approved improvements and facilities constructed thereon, at the Operator's sole cost and expense.
Section 5.02 Maintenance and Operation
The Operator shall maintain the Premises at all times in a safe, neat and clean condition free of weeds,
rubbish, or any unsightly growths or accumulations of any nature whatsoever. The Operator shall repair
all damage to the Premises caused by its employees, patrons, or its operation thereon; shall maintain and
repair all equipment thereon, including any buildings and improvements; and shall repaint the buildings
as necessary.
1. Upon occupancy, the Operator shall be responsible for and perform all maintenance,
including but not limited to:
a. Janitorial services, providing janitorial supplies, window washing, rubbish, and trash
removal.
b. Supply and replacement of light bulbs in and on all buildings and the Premises,
obstruction lights and replacement of all glass in building, including plate glass.
c. Cleaning of stoppages in plumbing fixtures, drain lines and septic system to the first
manhole outside the Premises.
d. Replacement of floor coverings.
e. Maintenance of all building and overhead doors and door operating systems including
weather stripping and glass replacement.
f. Building interior and exterior maintenance, including painting, repairing and
replacement.
g. Repair or replacement of equipment and utilities to include electrical, mechanical and
plumbing in all buildings, including but not limited to air conditioning and heating
equipment. All repairs to electrical and mechanical equipment arc to be made by
licensed personnel. Other repairs are to be made by craftsmen skilled in work done and
performing such work regularly as a trade or career.
li. The Operator shall perform all maintenance on the Premises or Operator-constructed
structures, pavements and equipment and utilities to the point where connected to the
main source of supply or the first manhole outside of the Premises or to the utility
corridor.
9
i. The Operator shall advise the Airport,and obtain the Airport's consent in writing,before
making changes involving structural changes to buildings or Premises.
j. The Operator is responsible for maintaining electric loads within the designed capacity
of the system. Prior to any change desired by the Operator in the electrical loading
which would exceed such capacity, written consent shall be obtained from the Director
of Aviation of the Airport.
k. The Operator shall provide and maintain hand fire extinguishers for the interior of all
buildings, shop,parking, storage, and ramp areas in accordance with applicable fire and
safety codes.
1. The Operator shall during the term of this Agreement, comply with all applicable
Federal Aviation Regulations, to include, but not be limited to FAR Part 77 (Airspace)
and applicable lighting of the structure so as not to inhibit aircraft operations.
2. The Operator,upon written notice by the Airport to the Operator,shall be required to perform
maintenance. If said maintenance is not undertaken by the Operator within thirty (30) days
after receipt of written notice, the Airport shall have the right to enter upon the Premises and
the buildings and improvements constructed thereon,and perform the necessary maintenance,
the cost of which shall be borne by the Operator as additional rent, which shall be paid by the
Operator to the Airport in full within ten(10)days after the same has been billed.
Section 5.03 Utilities
The Operator shall assume and pay for all costs or charges for utility services, including water, gas,
electrical,sewer, telephone, and other utilities, furnished to the Operator during the term hereof.
Provided, however, that the Operator shall have the right to connect to any and all storm and sanitary
sewers and water and utility outlets at its own cost and expense for the Premises, any future
improvements; and,the Operator shall pay for any and all service charges incurred therefore.
Section 5.04 Trash,Garbage,Etc.
The Operator shall collect, store and properly handle and dispose of, away from the Airport, all trash,
garbage,hazardous materials and other refuse caused as a result of its operations.
The Operator shall provide and use suitable covered metal receptacles (dumpsters) for all such garbage,
trash, and other refuse. Receptacles shall not be located on the aviation side of the Operator's facilities
unless advance approval is obtained by the Director of Aviation.
The piling of boxes, cartons, barrels,pallets, debris, or similar items in an unattractive or unsafe manner,
on or about the Premises,shall not be permitted.
Section 5.05 Signs
The Operator shall not erect, maintain, or display upon the outside of any improvements on the Premises
any billboards or advertising signs without prior written approval by the Airport.
Section 5.06 Non-Discrimination
The Operator, for itself; its personal representatives, successors in interest, and assigns, as part of the
consideration hereof, does hereby covenant and agree that(A)no person on the grounds of race,color, or
national origin shall be excluded from participation in,denied the benefits of,or be otherwise subjected to
discrimination in the use of the Premises; (B) that in the construction of any improvements on, over, or
10
under such land and the furnishing of services thereon no persons on the grounds of race, color or national
origin shall be excluded from participation in, denied the benefits of or otherwise be subjected to
discrimination; (C) that the Operator shall use the Premises in compliance with all other requirements
imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle
A, Office of the Secretary, Part 21, Nondiscrimination in Federally-assisted programs of the Department
of Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and Transportation, and said
Regulations may be amended,to the extent that said requirements are applicable,as a matter of law,to the
Operator.
With respect to the Premises, the Operator agrees to furnish services on a fair, equal and not unjustly
discriminatory basis to all users thereof, and to charge fair, reasonable and not unjustly discriminatory
prices for each unit or service, if applicable; Provided, that the Operator may be allowed to make
reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume
purchasers.
Section 5.07 Observance of Statutes and Regulations
The granting of this Agreement and its acceptance by the Operator is conditioned upon the right to use the
Airport facilities in common with others authorized to do so, provided, however, that the Operator shall
observe and comply with any and all requirements of the constituted public authorities and with all
federal, state,or local statutes, ordinances,regulations and standards applicable to the Operator for its use
of the Premises,including but not limited to,rules and regulations or standards promulgated from time to
time by the Airport for the administration of the Airport.
Section 5.08 Hazard Lights
The Operator shall, at its expense, provide and maintain hazard lights an any future structure erected by
the Operator on the Premises, if required by the Airport and Federal Aviation Administration regulations.
Any hazard lights so required shall comply with the specifications and standards established for such
installations by the FAA.
Section 5.09 Airport Security
The Operator recognizes the Airport's required compliance with Federal Aviation Regulations and the
Department of Homeland Security, concerning airport security requirements and agrees to comply with
the TSA-approved Airport Security Plan as it relates to its use of the Premises and the Airport's public
facilities.
If Airport receives any notice of violation or other disciplinary correspondence or document for the
uncontrolled or unauthorized access by members of the public that do not have a business requirement to
access the air operations area (AOA)for this area of the Airport, and if Airport receives any civil penalty
caused solely by Operator's neglect to maintain a secure perimeter, Operator shall reimburse Airport for
any civil penalty imposed by the Department of Homeland Security, the Transportation Security
Administration, or other governing authority.
ARTICLE 6
OBLIGATIONS OF THE AIRPORT
Section 6.01 Operation as a Public Airport
The Airport covenants and agrees that at all times it will operate and maintain the Airport facilities, as a
public airport consistent with, and pursuant to, the "Sponsor's Assurances" given by the Airport to the
United States Government under the Federal Airport Act.
11
Section 6.02 Ingress and Egress
Upon paying the rental prescribed herein, and performing the covenants of this Agreement, the Operator
shall have the right of ingress to, and egress from,the Premises for the Operator, its officers, employees,
agents, servants, customers,vendors, suppliers,patrons, and invitees over the roadway serving the area of
the Premises. Airport roadways shall be used jointly with other tenants of the Airport, and the Operator
shall not interfere with the rights and privileges of other persons or firms using said facilities and shall be
subject to such weight and type of use restrictions as the Airport deems necessary.
Section 6.03 Snow Removal Operations anti Turf Maintenance
The Airport shall be responsible for all snow removal operations on the Premises and auto parking areas,
if any,in its use.
The Airport shall also perform turf maintenance during the non-winter seasons. Combined, the Airport
shall do so in a manner which does not interfere with tenant operations or damage property.
ARTICLE 7
AIRPORT'S RESERVATIONS
Section 7.01 Improvements,Relocation or Removal of Structure
The Airport, in its sole discretion, reserves the right to further develop or improve the Aircraft Operating
Arca(AOA), and other portions of the Airport,including the right to remove or relocate any structure on
the Airport, as it sees fit, and to take any action it considers necessary to protect the aerial approaches of
the Airport against obstructions, together with the right to prevent the Operator from erecting, or
permitting to be erected, any buildings or other structure on the Airport which, in the opinion of the
Airport,would limit the usefulness of the Airport or constitute a hazard to aircraft.
In the event the Airport requires the Premises for expansion, improvements, or development of the
airport, the Airport reserves the right, on a twelve (12) month notice, at no cost to the Operator, to
relocate or replace the Operator's improvements, in substantially similar form at another generally
comparable location on the Airport grounds. It is understood that the Operator is fulfilling an FAA air
traffic control function and that any such relocation will be accomplished with no delay or discontinuance
of service to the flying public.
This Agreement shall be amended to include any such new ground site. All other Agreement terms shall
remain in full force and effect. In the event of such relocation or replacement, the Airport agrees to
suspend rental during any period such improvements are unusable.
Section 7.02 Airfield Operations
There is hereby reserved to the Airport, its successors and assigns, for the use and benefit of the public, a
free and unrestricted right of flight for the passage of aircraft in the airspace above the surface of the
Premises, together with the right to cause in said airspace such noise as may be inherent in the operation
of aircraft, now known of hereafter used for navigation of or flight in the air, using said airspace or
landing at,taking off from,or operating on or about the Airport.
Section 7.03 Inspection of Premises
The Airport,through its duly authorized agent,shall have at any reasonable time with prior notice,the full
and unrestricted right to enter the Premises for the purpose of periodic inspection for fire protection,
maintenance and to investigate compliance with the terms of this Agreement.
12
ARTICLE 8
INDEMNITY AND INSURANCE
Section 8.01 Indemnification
1. The Operator agrees to indemnify, save, hold harmless and defend the Airport, its officials,agents
and employees, its successors and assigns, individually or collectively, from and against all
liability for any claims and actions and all reasonable expenses incidental to the investigation and
defense thereof, in any way arising out of or resulting from any acts, omissions or negligence of
the Operator, its agents, employees, licensees, successors and assigns, or those under its control;
in, on or about Premises or upon Premises; or in connection with its use and occupancy of
Premises or use of the Airport;PROVIDED, HOWEVER,that the Operator shall not be liable for
any injury, damage, or loss to the extent occasioned by the negligence or willful misconduct of
the Airport, its agents or employees. When knowledge of any action becomes known by the
Operator or the Airport,they shall give prompt written notice to the other party.
2. The Operator shall indemnify, save, hold harmless, and defend the Airport, its agents and
employees, its successors and assigns. individually or collectively, from and against all liability
for any claims and actions and all expenses or fines incidental to the investigation and defense
thereof, in any way arising from or based upon the violation of any federal, state, or municipal
laws, statutes, ordinances or regulations by the Operator's agents, employees, licensees,
successors and assigns,or those under its control.
The Operator shall not be liable for any claims, actions and expenses or fines, incidental to the
investigation and defense thereof,in any way arising from or based upon violation of any federal,
state,or municipal laws, statutes,ordinances, or regulations by the Airport,its agents,employees,
licensees,successors and assigns,or those under its control.
Section 8.02 Insurance
1. Without limiting the Operator's obligation to indemnify the Airport, the Operator shall provide,
pay for, and maintain in force at all times during the term of this Agreement a policy of
comprehensive general liability insurance to protect against bodily injury liability and property
damage in an aggregate amount of not less than $2,000,000.00 per occurrence; a policy of
comprehensive automobile liability insurance in a combined single limit of not less than
$2,000,000.00;and statutory workers compensation insurance.
Before Operator enters into possession of the Premises,and promptly upon renewal of any policy,
it shall furnish the Airport, as evidence that such insurance is in force, a certified copy of the
insurance certificate(s) including the City of Waterloo, Iowa and the Waterloo Regional Airport
as additional insureds on a primary and non-contributory basis. Said policies shall be in a form
and content satisfactory to the Airport and shall provide for thirty (30) days' advance written
notice to the Airport prior to the cancellation of or any material change in such policies.
2. Neither the Airport nor its agents shall be responsible for the theft of or damage to any personal
property of Operator or its guests or invitees, for damage, loss or destruction of personal property
of Operator or of Operator's guests or invitees because of fire, water, acts or omissions of third
parties or any cause whatsoever unless caused by the negligent acts of Airport of its agents.
Operator shall procure and maintain, at its own expense, insurance covering Operator's personal
property and to the fullest extent possible without violating any such insurance coverage,
Operator waives all claims and subrogation rights against Airport arising out of any loss of or
damage to any personal property owned by or in the possession or control of Operator.
13
Each party also releases the other party from any other liability for loss, damage or injury caused
by fire or other casualty for which insurance is carried by the insured party to the extent of any
recovery by the insured under such insurance policy, other than as set forth in Section 8.04 and
8.05 below.
Section 8.03 Environmental Impairment
1. The Operator will comply with any environmental regulations affecting its operations throughout
the term of this Agreement, including furnishing of insurance or other security against
environmental impairment risks as required by the Airport.
2. Operator shall defend, indemnify, protect, and hold the Airport harmless from and after the date
of this Agreement from and against any and all claims, costs, fines,judgments, and liabilities,
including attorney fees and costs, arising out of or in connection with the presence, storage, use,
or disposal of Hazardous Materials or contaminants in, on, under, or about the Premises caused
by the acts, omissions, or negligence of Operator or Operator's agents, employees, business
invitees, contractors, or subcontractors. To the extent permitted by applicable law, the Airport
shall indemnify and hold Operator harmless from and against any and all claims, costs, fines,
judgments, and liabilities, including attorney fees and costs, arising out of or in connection with
Hazardous Materials or contaminants that are present in, on, under, or about the Premises as of
the time that Operator,its agents or contractors,enter into possession of the Premises.
The Airport represents that as of the date of this Agreement,the Airport has no knowledge and is
not aware of any Hazardous Materials or contaminants in, under or about the Premises.
Operator's obligations under this paragraph shall survive the expiration or earlier termination of
the term of this Agreement.
For purposes of this Agreement, Hazardous Materials means any flammables, explosives,
radioactive materials,petroleum or petroleum byproducts,minerals, metals, chemical substances,
asbestos or asbestos-containing materials,hazardous or toxic substances, or any other materials or
wastes as are presently defined in or regulated under federal or state environmental laws, and the
Airport's Rules and Regulations.
Section 8.04 Fire and Extended Coverage Insurance
The Operator shall, at its expense, procure and keep in force at all times during the term of this
Agreement with a company suitable to the Airport, insurance on the building(s) and other improvements
on the Premises against loss and damage by fire, aircraft and extended coverage perils. This coverage
shall include covering the building, aircraft and contents from Acts of God, flood, tornado, high wind
conditions, snowloads or snow and ice coverage, lightning,or other adverse weather conditions not listed
above. The Operator shall furnish evidence of insurance at lease inception and annually upon renewal of
coverage. Insurance shall name the City of Waterloo, Iowa and the Waterloo Regional Airport as
additional insureds.
Section 8.05 Waiver of Subrogation
Operator and Airport, each for itself and its respective successors and assigns (including, without
limitation, any person, firm or corporation which may become subrogated to any of its rights)waives any
and all rights and claims for recovery against the other party, and its officials, officers, board members,
employees, agents and assigns, or any of them, on account of any loss or damage to any of its property
located on the Premises insured under any valid and collectible insurance policies, to the extent of any
recovery collectible under such insurance policies. Each insurance policy carried by a party and insuring
14
all or any part of such property must provide that the insurance company waive all right of recovery by
way of subrogation against the other party.
Section 8.06 Application of Insurance Proceeds
If the building or improvements located upon the Premises shall be partially or totally destroyed or
damaged,the Operator and the Airport,within thirty(30)days of the damage shall decide whether or not
to proceed with restoration. If the Airport and the Operator elect not to restore the same to their previous
condition,the Airport shall be entitled to receive the proceeds of insurance payable by reason of such loss
and to apply the entire proceeds to the cleanup of the Premises, except those proceeds identified to cover
the loss of Operator's personal property contained within the Premises. The Agreement shall then be
canceled. If the damage results from an insurable cause and if the Airport elects to have the Operator
restore Premises with reasonable promptness, or the Airport and Operator decide to construct the new
building(s) on another site, the Operator shall be entitled to receive and apply the entire proceeds of any
insurance covering such loss to said restoration, including applicable site clean-up, in which event this
Agreement shall be appropriately amended as necessary and continue in full force and effect.
Section 8.07 Performance Bonds
In the event of any damage or loss,the Operator shall cause a surety bond to be issued in the amount of
100% of the rebuilding and site redevelopment construction costs, prior to the beginning of any
reconstruction and repairs financed by the Operator for the restoration of Premises that is over and above
insurance proceeds, in accordance with Section 8.05 above, or another form of security acceptable to the
Airport that assures that the funds to cover the cost of the project are irrevocably set aside and available to
the Airport to complete the improvement to Airport-owned property should the Operator fail to do so.
Section 8.08 Destruction of Premises(Uninsured Cause)
In the event of damage to or destruction or loss of the building or buildings by an uninsured cause,
Operator and the Airport shall decide,within thirty (30) days of the event, whether Operator will repair,
restore,rebuild,or raze said building or buildings.
Within sixty (60) days of the event, Operator shall initiate restoration or razing activities and complete
those activities within one hundred twenty(120)days of the event unless otherwise agreed by the Airport.
In the event Operator fails to take action as noted above, Airport shall have the right to raze the
building(s) and return the site to its original condition. Operator shall be liable for reimbursing the
Airport for all costs incurred.
ARTICLE 9
CANCELLATION BY THE AIRPORT
Section 9.01 Events of Default by Operator
Each of the following events shall constitute an"Event of Default by Operator":
1. Operator fails to pay rentals, fees and charges when due,and such default continues for a period
of ten(10) days after receipt of written notice from the Airport that such non-payment constitutes
an event of default.
2. Operator fails after receipt of written notice from the Airport to keep, perform or observe any
term, covenant or condition of this Agreement, other than as set forth in paragraph 1 (above)and
such failure continues for thirty (30) days after such receipt, or if by its nature such event of
default by Operator cannot be cured within such thirty (30) day period, Operator fails to
continence to cure or remove such event of default by the Operator within said thirty(30) days
and to cure or remove same as promptly as reasonably practicable.
15
3. Operator abandons the Premises. Operator's intent not to re-occupy the Premises may be
presumed upon expiration of ten (10) days after receipt of written notice from the Airport that it.
believes in good faith that Operator has abandoned the Premises.
4. Operator shall become insolvent, shall take the benefit of any present or future insolvency statute,
shall make a general assignment for the benefit of creditors, shall file a voluntary petition in
bankruptcy or a petition or answer seeking a reorganization or the readjustment of its
indebtedness under the federal bankruptcy laws or under any other law or statute of the United
States or of any state thereof, or shall consent to the appointment of a receiver, trustee, or
liquidation of all or substantially all of its property.
5. An order for relief shall be entered at the request of Operator or any of its creditors under the
federal bankruptcy or reorganization laws or under any law or statute of the United States or any
state thereof.
6. A petition under any part of the federal bankruptcy laws or an action under any present or future
insolvency law or statute shall be filed against the Operator and shall not be dismissed within
thirty(30)days after the filing thereof.
7. By or pursuant to, or under, any legislative act,resolution or rule, or any order of decree of any
court or govenunental board or agency, an officer, receiver, trustee or liquidator shall take
possession or control of all or substantially all of the property of Operator and such possession or
control shall continue in effect for a period of fifteen(15)days.
8. Operator shall become a company in dissolution, or voluntarily or involuntarily forfeit its
company charter,other than through merger with a successor entity.
9. The rights of the Operator hereunder shall be transferred to, pass to, or devolve upon, by
operation of law or otherwise, any other person, firm, corporation or other entity, as a result of
any bankruptcy, insolvency, trusteeship, liquidation or other proceedings or occurrence described
in Sections 3 through 7 above.
Section 9.02 Remedies for Operator's Default
1. Upon the occurrence of an"Event of Default by the Operator", Operator shall remain liable to the
Airport for all arrcarages of rentals, fees or charges payable hereunder and for all preceding
breach(es) of any term, covenant or condition herein contained. The Airport, in addition to the
right of termination, and to any other rights or remedies it may have at law or in equity,shall have
the right of re-entry and may remove all Operator's persons and property from the Premises.
Upon any such removal,Operator's property may be stored in a public warehouse or elsewhere at
the cost of, and for the account of, the Operator. Should the Airport elect to re-enter as herein
provided, or should it take possession pursuant to legal proceedings or pursuant to any notice
provided by law, it may, at any time subsequent to an"Event of Default by the Operator", either
terminate this Agreement or re-let the Premises and any improvements thereon, or any part
thereof, for such term or terms (which may be for a term extending beyond the term of this
Agreement) at such rentals, fees and charges, and upon such other terms and conditions, as the
Airport, in its sole discretion, may deem advisable,with the right to make alterations, repairs or
improvements on said Premises.
No re-entry or re-letting of the Premises by the Airport shall be construed as an election of the
Airport's part to terminate this Agreement, unless a written notice of such intention is given to the
Operator. In re-letting the Premises, the Airport shall make a good faith effort to obtain terms
and conditions no less favorable to itself than those contained herein and otherwise seek to
mitigate any damage it may suffer as a result of the"Event of Default by the Operator".
16
2. Unless the Airport elects to terminate this Agreement, the Operator shall remain liable for and
promptly pay all rentals, fees and charges accruing hereunder until termination of this Agreement
at the expiration date set forth herein.
3. In the event that the Airport re-lets the Premises,rentals, fees and charges received by the Airport
from such re-letting shall be applied: first, to the payment of any obligation or indebtedness other
than rentals, fees and charges due hereunder from the Operator to the Airport; second, to the
payment of any cost of such re-letting; third, to the payment of rentals, fees and charges due and
unpaid hereunder; and, the residue, if any,shall be held by the Airport and applied in payment of
future rentals, fees and charges as the same may become due and payable hereunder. Should that
portion of such rentals, fees and charges received from such re-letting applied to the payment of
rentals, fees and charges due hereunder be less than the rentals, fees and charges payable during
the applicable period, Operator shall pay such deficiency to the Airport. The Operator shall also
pay to the Airport, as soon as ascertained, any costs and expenses incurred by such re-letting not
covered by the rentals,fees and charges received from such re-letting.
4. Notwithstanding anything to the contrary in this Agreement, if a dispute arises between the
Airport and Operator with respect to any obligation or alleged obligation of the Operator to make
payment(s) to the Airport,the payment(s)under protest by the Operator of the amount claimed by
the Operator to be due shall not waive any of the Operator's rights,and if any court or other body
having jurisdiction determines all, or any part, of the protested payment was not due, then the
Airport shall as promptly as reasonably practicable reimburse the Operator any amount
determined as not due plus interest on such amount at the rate of 12%per annum.
5. Operator shall pay to the Airport all reasonable costs, fees (including attorneys & accountants)
and expenses incurred by the Airport in the exercise of any remedy upon an event of default by
the Operator.
6. All remedies available to Airport are cumulative and no one remedy will be exclusive of another
remedy conferred by law or this Agreement.
ARTICLE 10
CANCELLATION BY OPERATOR FOR
EVENTS OF DEFAULT BY AIRPORT
Section 10.01 Event of Default by Airport
Each of the following events shall constitute an"Event of Default by Airport":
1. The Airport fails, after receipt of written notice from Operator, to keep,perform or observe
any term, covenant or condition herein contained to be kept, performed or observed by the
Airport and such failure continues for thirty (30) days; or, if, by its nature, such "Event of
Default by Airport" cannot be cured within such thirty (30) day period, the Airport fails to
commence to cure or remove such"Event of Default by Airport" within said thirty(30)days
and to cure or remove the same as promptly as reasonably practicable.
2. The Airport closes the Airport to flights in general or to the flights of the Operator, for
reasons other than weather, acts of God or other reasons beyond its control, and fails to
reopen the Airport to such flights within sixty (60) days of such closure, and such closure
negatively affects the Operator's use of Premises.
17
3. The Airport is permanently closed by act of any federal, state or local government agency
having competent jurisdiction.
4. The Operator is unable to use the Airport for a period of at least sixty(60) days due to any
law or any order, rule or regulation of any appropriate governmental Airport having
jurisdiction over the operations of the Airport, or any court of competent jurisdiction issues
an injunction in any way preventing or restraining the use of the Airport,or any part thereof,
for airport purposes, and such injunction remains in force for a period of at least sixty (60)
days and such situation negatively affects the Operator's use of Premises.
5. The United States Government or any authorized agency of the same(by executive order or
otherwise) assumes the operation, control or use of the Airport and its facilities in such a
manner as to substantially restrict Operator from conducting its operations, and such
restrictions shall continue for a period of at least sixty(60)days.
Section 10.02 Remedies for Airport's Defaults
Upon the occurrence of an "Event of Default by Airport",the Operator shall have the right to suspend or
terminate this Agreement, and all rentals, fees and charges payable by Operator under this Agreement
shall abate during a period of suspension or shall terminate,as the case may be.
In the event that Operator's operations at Airport should be substantially restricted by action of any
governmental agency having jurisdiction thereof, then Operator shall, in addition to the rights of
termination herein granted, have the right to a suspension of this Agreement, or part thereof, and
abatement of an equitable proportion of the payments due hereunder, from the time of giving written
notice of such election until such restrictions shall have been remedied and normal operations restored. In
addition to its remedy of termination,the Operator shall be entitled to all other remedies available to it by
law or equity.
Airport shall pay to the Operator all reasonable costs, fees (including attorneys & accountants) and
expenses incurred by the Operator in the exercise of any remedy upon an event of default by the Airport.
ARTICLE 11
RIGHTS UNDER TERMINATION
Section 11.01 Fixed Improvements
It is the intent of this Agreement that any buildings, leasehold improvements,alterations and items affixed
thereto,that are constructed and paid for by the Operator shall be and remain the property of the Operator
during the entire term (initial term and renewal terms) of this Agreement. Upon termination of this
Agreement, title to all buildings and leasehold improvements to or upon the Premises shall, without
payment of compensation, automatically and irrevocably pass to the Airport, and the Operator shall have
no further rights under this Agreement nor shall it have any interest in the Premises, buildings or
improvements,constructed thereon.
Section 11.02 Personal Property
Upon termination of this Agreement, the Operator shall remove all personal property, and items not
affixed, from the Premises within thirty(30) days after said termination. If the Operator fails to remove
said personal property, then said personal property shall be deemed abandoned and title thereto shall,
without payment of compensation, automatically and irrevocably pass to City/Airport and, at the sole
option of City/Airport, such personal property may thereafter be removed by the Airport at Operator's
expense,if applicable.
18
ARTICLE 12
ASSIGNMENT AND SUBLETTING
Section 12.01 Assignment
The Operator shall not assign or sublet this Agreement, or any part hereof, in any manner whatsoever, or
assign any of the operating privileges recited herein, without the prior written consent of the Airport and
under such terms and conditions as Airport may impose, which shall not be unreasonably withheld,delayed,
or conditioned.
The term "assignment"includes, without limitation, a transfer of a majority in interest of the ownership of
Operator or transfer by operation of law.
Provided, however, in the event the Airport approves such assignment, Operator shall remain liable to the
Airport for the remainder of the term of this Agreement to pay to the Airport any portion of the rental and
fees provided for herein upon failure of the assignee to pay the same when due. Said assignee shall not
assign said Agreement except with the prior written approval of the Airport and the Operator herein,and any
assignment by the Operator to any third party shall contain a clause to this effect.
The Airport reserves the right to require assignee,as a condition to Airport's consent to assignment,to enter
into a new lease agreement, if the then legal and operational requirements of the Airport,including Rules and
Regulations, require changes relating to such items as the commercial operating Airport, additional or
changes to the uses of leased property,or changes in term or conditions of the land lease.
ARTICLE 13
QUIET ENJOYMENT
The Airport covenants that the Operator,upon payment of the rentals reserved herein and the performance
of each and every one of the covenants, agreements and conditions on the part of the Operator to be
observed and performed, shall and may,peaceably and quietly,have,hold and enjoy the Premises for the
term of this Agreement,free from molestation,or disturbance.
ARTICLE 14
GENERAL PROVISIONS
Section 14.01 Non-Interference with Operations of Airport
The Operator, by accepting this Agreement, expressly agrees for itself, its successors and assigns,that it
will not make use of the Premises in any manner which might interfere with the landing and taking off of
aircraft at the Airport or otherwise constitute a hazard.In the event the aforesaid covenant is breached,the
Airport reserves the right, exercisable without notice, to enter upon the Premises hereby leased and cause
the abatement of such interference at the expense of the Operator.
The Airport shall maintain and keep in repair the Airport landing areas, including taxiways and aircraft
parking aprons, and shall have the right to direct and control all activities of the Operator in this regard.
Section 14.02 Attorney's Fees
In any action brought by either party for the enforcement of the obligations of the other party, the
prevailing party shall be entitled to recover interest and its reasonable attorney's fees.
19
Section 14.03 Taxes and Special Assessments
The Operator shall pay any and all leasehold interest tax assessed on said Premises and all personal
property taxes which may be levied and assessed against equipment, merchandise, or other personal
property belonging to the Operator located on the Premises,or other permitted portions of the Airport.
The Operator shall pay all real estate taxes attributed to the Operator's leasehold interest and all other real
estate taxes which may be levied and assessed which are attributed to the Operator's leasehold interest in
the Premises.
The Operator shall pay all sales or use taxes and assessments, license fees or other charges of any kind or
nature, without exception, levied or assessed, arising out of the activities conducted on, and/or the
occupancy of,the Premises.
Section 14.04 Right to Contest
The Operator shall have the right to contest the validity or amount of any tax, assessment or charge, lien
or claim of any kind in with respect to the Premises. Operator shall, if the Airport requires the same in
writing and if the taxes or other assessments have not been paid under protest or otherwise escrowed or
provided for, furnish reasonable security for the payment of all liability, costs and expenses at the end of
the litigation, and Operator, so long as the matter shall remain undetermined by final judgment, shall not
be considered in default hereunder by the nonpayment thereof;provided however,that Operator shall not,
under these provisions,permit the Premises or any buildings or improvements situated thereon, to be sold
or forfeited, and failure by the Operator to do what is necessary to prevent any such sale or forfeiture
within ten(10)days from the publication or receipt of notice for sale or forfeiture,shall be deemed to be a
default hereunder, and the Airport may, at its option,pay any such sum as may be required to avoid the
sale or forfeiture and seek reimbursement for its cost from the Operator or ownership of the buildings or
improvements involved.
Section 14.05 License.Fees and Permits
The Operator shall obtain,pay for and maintain in effect all licenses,permits, fees or other authorization
or charges as required under federal, state or local laws and regulations insofar as they are necessary to
comply with the requirements of this Agreement and the privileges extended hereunder.
Section 14.06 Non-Exclusive Rights
It is hereby specifically understood and agreed between the parties that nothing herein contained shall be
construed as granting or authorizing the granting of exclusive rights to the Operator or others, as defined
in Section 308 of the Federal Aviation Act of 1958,as amended.
Section 14.07 Paragraph Headings
The Section paragraph headings contained herein are for convenience in reference only and are not
intended to define or limit the scope of any of the provision of this Agreement.
Section 14.08 Interpretations
This Agreement shall be interpreted in accordance with the laws of the State of Iowa.
Section 14.09 Non-Waiver
No waiver by City/Airport of any agreement, condition or provision contained in this Agreement will be
valid or binding unless expressed in writing and signed by the City/Airport. The waiver by Airport of
any agreement, condition or provision contained in this Agreement will not be deemed to be a waiver of
any subsequent breach of the same or any other agreement, condition or provision contained in this
Agreement,nor will any custom or practice that may grow up between the parties in the administration of
the terms of this Agreement be construed to waive or to lessen the right of Airport to insist upon the
20
performance by Operator in strict accordance with the terms of this Agreement. The subsequent
acceptance of rent by Airport will not be needed to be a waiver of any preceding breach by Operator of
any agreement, condition or provision of this Agreement, other than the failure of Operator to pay the
particular rent so accepted, regardless of Airport's knowledge of such preceding breach at the time of
acceptance of such rent.
Section 14.10 Severability
If any term or provision of this Agreement or the application thereof to any person or circumstance shall,
to any extent, be invalid or unenforceable, the remainder of this Agreement. or the application of such
term or provision to persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each other term and provision of this Agreement shall be
valid and enforced to the fullest extent permitted by law.
Section 14.11 Binding Effect
This Agreement, including all of its covenants, terms, provisions and conditions, shall be binding upon,
and inure to the benefit of,the parties hereto and their respective heirs,successors and assigns.
Section 14.12 No Partnership
Nothing contained in this Agreement shall be deemed to create the relationship of principal and agent or
of a partnership or joint venture or any relationship between the Airport and Operator other than the
relationship of the Airport and Operator.
Section 14.13 Duty to be Reasonable
Wherever in this Agreement the Airport is to give its consent, approval or otherwise exercise discretion in
judgment, such consent, approval or judgment discretion shall not be unreasonably exercised or
unreasonably withheld.
Section 14.14 Notices
Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight air
courier service, or by United States certified mail,postage prepaid,and addressed to:
If to Landlord,to: Waterloo Regional Airport
Attn:Director of Aviation
2790 Livingston Lane
Waterloo,Iowa 50703
If to Tenant,to: A-LINE ALO, LLC
Attention:Benjamin Stroh
808 Dearborn Avenue
Waterloo,Iowa 50703
Delivery of notice shall be deemed to occur(i)on the date of delivery when delivered in person,(ii) 1
business day following deposit for overnight delivery to an overnight air courier service which guarantees
next day delivery,or(iii) 3 business days following the date of deposit if mailed by United States certified
mail,postage prepaid. Notice sent by certified mail that is refused shall still be deemed valid. All parties
shall give the other prompt notice of any change in address,and until such notice any party may rely on
the most recent addresses furnished. Neither party shall designate more than two addresses to receive
notices.
Section 14.15 Entire Agreement
This Hangar and Ground Site Lease Agreement constitutes the entire agreement between the parties.
21
There are no verbal or written agreements between the parties that are to be considered a part of this
Agreement unless they have been specifically enumerated herein and this Agreement supersedes all prior
or other agreements, understandings, and representations. This Agreement may be amended solely by a
written instrument,signed by all parties.
Section 14.16 No Construction Against Drafting Party
Airport and Operator acknowledge that each of them and their counsel have had an opportunity to review
this Agreement and that this Agreement will not be construed against Airport merely because Airport has
prepared it.
Section 14.17 Third-Party Beneficiaries
It is specifically understood and agreed that no person shall be a third-party beneficiary hereunder, and
that none of the provisions of this Agreement shall be for the benefit of, or be enforceable by, anyone
other than the parties hereto, and that only the parties hereto and their permitted assignees shall have
rights hereunder.
Section 14.18 Authorization and Execution
By its execution hereof, Operator and the Airport warrant that all necessary corporate action has been
taken with regard to the authorization and execution of this Agreement and that the individual(s)
execution of this Hangar and Ground Site Lease Agreement on behalf of Operator are is/are duly
authorized to do so.
Whoever signs this Agreement on behalf of Operator and the Airport hereby confirms that they have the
appropriate Authority and have been so authorized to execute this Agreement on behalf of Operator and
City/Airport,respectively.
IN WITNESS WHEREOF,the parties have caused this Hangar and Ground Site Lease Agreement to be
executed on their behalf by their duly authorized officers.:
City of Waterloo,Iowa A-L t ALO,LLC
an lox. a L'nit ..'' Company
ir
Quentin M.Hart Benjan S oh
Mayor Manager
Witness: Witness:
By: s /
Name: Kell/ Felchle Name: aill
Title: City Clerk Title: GI it
22
EXHIBIT "C"
MINIMUM ASSESSMENT AGREEMENT
This Minimum Assessment Agreement (the "Agreement") is entered into as of
'NO `S , 2019, by and among the CITY OF WATERLOO, IOWA ("City"), A-
LINE ALO, LLC ("Company"), and the COUNTY ASSESSOR of the City of Waterloo,
Iowa ("Assessor").
WITNESSETH:
WHEREAS, on or before the date hereof the City and Company have entered
into a development agreement (the "Development Agreement") regarding certain real
property, described in Exhibit "A" thereto, located in the City; and
WHEREAS, it is contemplated that pursuant to the Development Agreement, the
Company will undertake the development of an area ("Project") within the City and
within the East Waterloo Unified Urban Renewal and Redevelopment Plan Area,
formerly known as the Airport Area Development Plan Area; and
WHEREAS, pursuant to Iowa Code § 403.6, as amended, the City and the
Company desire to establish a minimum actual value for the land and the building(s)
pursuant to this Agreement and applicable only to the Project, which shall be effective
upon substantial completion of the Project and from then until this Agreement is
terminated pursuant to the terms herein and which is intended to reflect the minimum
actual value of the land and buildings as to the Project only; and
WHEREAS, the City and the Assessor have reviewed the preliminary plans and
specifications for the improvements (the "Improvements") which the parties contemplate
will be erected as a part of the Project.
NOW, THEREFORE, the parties hereto, in consideration of the promises,
covenants, and agreements made by each other, do hereby agree as follows:
1. Upon substantial completion of construction of the Improvements by the
Company, the minimum actual taxable value which shall be fixed for assessment
purposes for the land and Improvements to be constructed thereon by the Company as
a part of the Project shall not be less than $1,100,000 (the "Minimum Actual Value")
until termination of this Agreement. The parties hereto agree that construction of the
Improvements will be substantially completed on or before December 31, 2020.
2. The Minimum Actual Value herein established shall be of no further force
and effect, and this Minimum Assessment Agreement shall terminate, on December 31,
2050. Nothing herein shall be deemed to waive the Company's rights under Iowa Code
§ 403.6, as amended, to contest that portion of any actual value assignment made by
the Assessor in excess of the Minimum Actual Value established herein. In no event,
however, shall the Company seek or cause the reduction of the actual value assigned
below the Minimum Actual Value established herein during the term of this Agreement.
3. This Agreement shall be promptly recorded by the City with the Recorder
of Black Hawk County, Iowa. The City shall pay all costs of recording.
4. Neither the preambles nor provisions of this Agreement are intended to, or
shall be construed as, modifying the terms of the Development Agreement.
5. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the parties, including but not limited to future owners of the
Project property.
IN WITNESS WHEREOF, the parties have executed this Minimum Assessment
Agreement by their duly authorized representatives as of thate first set forth above.
CITY OF WATERLOO, IOWA A-LINE `.A LO. •
By: a -c-2/1/ t By:
Quentin Hart, Mayor :'amin :::. Stroli, Manager
Attest:
Kelley F4 hle, City Clerk
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
On this day of 'Pe--L-Q, , 2019, before me, a Notary Public in
and for the State of Iowa, personally appeared Quentin Hart and Kelley Felchle, to me
personally known, who being duly sworn, did say that they are the Mayor and City
Clerk, respectively, of the City of Waterloo, Iowa, a municipal corporation, created and
existing under the laws of the State of Iowa, and that the seal affixed to the foregoing
instrument is the seal of said municipal corporation, and that said instrument was signed
and sealed on behalf of said municipal corporation by authority and resolution of its City
2
Council, and said Mayor and City Clerk acknowledged said instrument to be the free act
and deed of said municipal corporation by it and by them voluntarily executed.
6 `•FI NANCY HI Yi3Y
t' COMM!SS N ;§t;229 Nota Public
" MY'L.0!MISONo. S
S Qt{EXPIRE
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me ons/Qireh , 2019 by Benjamin B.
Stroh as Manager of A-Line ALO, LLC.
ygomion
" ' ANNEBYER
46/1/12,,)64/,___
a COMMISSION NO.735997
MY COMMISSION D(PIRES
r= - J 11.2020 Notary Public
3
CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the plans and specifications for the
improvements to be constructed and the market value assigned to the land upon which
the improvements are to be constructed for the development, and being of the opinion
that the minimum market value contained in the foregoing Minimum Assessment
Agreement appears reasonable, hereby certifies as follows: The undersigned
Assessor, being legally responsible for the assessment of the property subject to the
development, upon completion of improvements to be made on it and in accordance
with the Minimum Assessment Agreement, certifies that the actual value assigned to
such land, building and equipment upon completion of the development shall not be
less than One Million One Hundred Thousand and 00/100 Dollars ($1,100,000) until
termination of this Minimum Assessment Agreement pursuant to the terms hereof.
/ ‘-e..____.----(1
Ass • or Black Hawk County, Iowa
9 - ) -( 7
Date
STATE OF IOWA )
) ss.
COUNTY OF BLACK HAWK )
Subscribed and sworn to before me on \\,k ' J ,701 !:by T.J.
Koenigsfeld, Assessor for Black Hawk CountY, low .
.0- ' s, ADRIENNE MILLER ANA,AXALGr�Ar COMMISSION NO.809109 oary Public
• MY COMMISSION EXPIRES
'0.t• 1 FEBRUARY 23,2021
Prepared LeAnn M. Even, Deputy City Clerk, City of Waterloo, 715 Mulberry Street, Waterloo,
IA 50703, (319) 291-4323.
RESOLUTION NO. 2019-251
RESOLUTION APPROVING A DEVELOPMENT
AGREEMENT AND MINIMUM ASSESSMENT AGREEMENT
WITH A-LINE ALO, LLC FOR THE DEVELOPMENT OF AN
AIRPORT HANGAR, WITH A TAX REBATE AMOUNT OF 90
PERCENT FOR YEARS ONE THROUGH FIVE, 85 PERCENT
FOR YEARS SIX THROUGH TEN, 80 PERCENT FOR YEARS
ELEVEN THROUGH FIFTEEN AND 50 PERCENT FOR
YEARS SIXTEEN THROUGH TWENTY, WITH A MINIMUM
ASSESSMENT OF $1,100,000, AND AUTHORIZE THE
MAYOR AND CITY CLERK TO EXECUTE SAID
DOCUMENT.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, IOWA
that the Development Agreement and Minimum Assessment Agreement dated April 15, 2019,
between A-Line ALO and the City of Waterloo, Iowa, for the development of an airport hangar,
with a tax rebate amount of 90 percent for years one through five, 85 percent for years six
through ten, 80 percent for years eleven through fifteen and 50 percent for years sixteen through
twenty, with a minimum assessment of$1,100,000, is hereby approved and the Mayor and City
Clerk are authorized and directed to execute said documents on behalf of the City of Waterloo,
Iowa.
PASSED AND ADOPTED this 15th day of April 2019.
Quentin Hart, Mayor
•
`V°` ATTEST:
4.
/// ,
Kelley elch -
City Clerk
CERTIFICATE
I, Kelley Felchle, City Clerk of the City of Waterloo, Iowa, do hereby certify that the
preceding is a true and complete copy of Resolution No. 2019-251 as passed and adopted by the
City Council of the City of Waterloo, Iowa, on the 15th day of April 2019.
Witness my hand and seal of office this 15th day of April 2019.
/ /// i
�, 9 `•� ✓ Ke-ley Fel,'e
r ► City Clerk
A S
ems`