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HomeMy WebLinkAboutAmerian Airlines - User Agreement - 8/5/2019CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" Please returncopy t City Clerk & FinancethiscoDept.o; 715 Mulberry St. Waterloo, IA 50703 THIS AGREEMENT, made and executed this 1st day of July 2018 by and between the Waterloo Regional Airport, a department of the City Council of Waterloo, Iowa, and hereinafter referred to as "AIRPORT," and American Airlines, Inc., a Delaware Corporation, with Corporate Offices at 1 Skyview Drive, Fort Worth, Texas, 76155, and hereinafter referred to as "AIRLINE" or AA. WITNESSETH: WHEREAS, Airport is responsible for the operation, maintenance, improvement and promotion of the Waterloo Regional Airport; WHEREAS, Airport has the right to lease the use of land, property and facilities on the Airport and has full power and authority to enter into this Agreement in respect thereof; and, WHEREAS, Airline is engaged in the business of transportation by air of persons, property, mail, parcels and/or cargo; and, WHEREAS, Airline desires to obtain certain rights, services and privileges in connection with the use of the Airport and its facilities, and Airport is willing to grant and lease the same to Airline upon the terms and conditions hereinafter stated; and, WHEREAS, Airline and Airport agree to enter into this Agreement, specifying the rights and obligations of the parties with respect to the operation of the Airport by Airport, and the use and occupancy of the Airport by Airline; and, NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, Airport and Airline do hereby mutually undertake, promise and agree, each for itself and its successors and assigns, asfollows: AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 1 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" ARTICLE 1 AGREEMENT DEFINITIONS The following words, terms and phrases wherever used in this Agreement shall be and for the purposes of this Agreement have the following meanings: Section 1.01 — Agreement Shall mean this Airline -Airport Use Agreement between Airport and Airline, as the same may be amended or supplemented from time to time pursuant to the terms hereof. Section 1.02 - Air Transportation Company Shall mean a company engaged in the business of scheduled or non-scheduled commercial transportation by air of persons, property, mail, parcels and/orcargo. Section 1.03 - Air Transportation Business Shall mean that business operated by Airline at the Airport for the commercial transportation by air of persons, property, mail, parcels and/or cargo. Section 1.04 - Aircraft Aprons Shall mean those parts of the Ramp Area that are used for the parking of Airline aircraft and support vehicles, and the loading and unloading of aircraft. Section 1.05 — Airfield Shall mean the landing area and Ramp Area, and other facilities supporting the activity of military, general aviation, and commercial aircraft operations. Section 1.06 — Airline Shall mean the Air Transportation Company executing this Agreement. Section 1.07 - Airline Premises Shall mean those areas in the passenger terminal assigned to Airline as Preferential Use Premises, or Joint Use Premises, as defined herein and shown on "Exhibits B" attached hereto. Section 1.08 — Airport Shall mean the Waterloo Regional Airport owned by the City of Waterloo, Iowa, including all real property and easements, improvements and appurtenances thereto, structures, buildings, fixtures, machinery, equipment, vehicles, supplies, and other tangible personal property or interest in any of the foregoing, now owned or hereafter leased or acquired by the City of Waterloo, Iowa, less any thereof which may be consumed, sold, or otherwise disposed of. Section 1.09 — Airport Director Shall include such person authorized in writing bythe City of Waterloo, and by the Office of the Mayor of Waterloo, Iowa, or applicable law to act on behalf of the Airport with respect to any or all matters pertaining to this Agreement. AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 2 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" Section 1.10 — Airport Operations Area (AOA) Shall consist of all restricted ground areas of the airport, including taxiways, runways, loading ramps and aircraft parking areas. Section 1.11 - Chargeable Landings Shall mean those aircraft landings for which landing fees shall be due and payable by Airline, as set forth in this agreement. Section 1.12 - Deplaned Passenger Shall mean any revenue or non -revenue passenger deplaning at the Terminal, including any such passenger that shall subsequently enplane or board another aircraft of the same or a different Air Transportation Company. Section 1.13 - Enplaned Passenger Shall mean any revenue or non -revenue passenger enplaning or boarding at the Terminal, including any such passenger that previously disembarked from another aircraft of the same or a different Air Transportation Company or from the same aircraft, and then operating under a different flight number. Section 1.14 — FAA Shall mean the Federal Aviation Administration, an agency of the United States Department of Transportation. Section 1.15 — Hazardous Materials Shall mean any hazardous or toxic substance, material, or waste, including but not limited to those substances, materials, and wastes listed in the United States Department of Transportation Hazardous Materials Table, (49 CFR 172.01), or by the United States Environmental Protection Agency as Hazardous Substances (40 CFR part 302), and all amendments thereto, petroleum products, or other such substances, materials, and wastes that are or become regulated under any applicable local, state, or federal law. Section 1.16 - Joint Use Premises Shall mean those areas, which may be assigned to one or more Air Transportation Companies, including the areas as maybe designated in this Agreement. Section 1.17 - Maximum Gross Landed Weight Shall mean the maximum gross certificated landing weight in one thousand pound units for which each aircraft operated at the Airport by Airline is certificated by the FAA. Section 1.18 — Non -Revenue Landing Shall mean any aircraft landing by Airline at the Airport for a flight for which Airline receives no revenue, and shall include an occasional ferry or emergency flight, which shall include any flight, that after having taken off from the Airport and without making a landing at any other airport, returns to land at the Airport because of meteorological conditions, mechanical or other operating cause/s, or any other reason of emergency orprecaution. AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 3 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" Section 1.19 - Preferential Use Premises Shall mean those portions of the Terminal assigned to Airline, to which Airline shall have priority over all other users, including the areas as maybe designated in thisPgreement. Section 1.20 - Ramp Area Shall mean the aircraft parking and maneuvering areas, and shall include within its boundaries all Terminal AircraftAprons. Section 1.21 - Revenue Landing Shall mean any aircraft landing by Airline at the Airport for which Airline receives revenue. Section 1.22 - Scheduled Air Carrier Shall mean any Air Transportation Company performing or desiring to perform, pursuant to published schedules, non -seasonal commercial air transportation services over specified routes to and from the Airport and holding the necessary authority from the appropriate Federal or state agencies to provide such transportation. Section 1.23 - Substantial Completion Shall mean the date on which Airport's architects and/or engineers certify any premises at the Airport to be available for beneficial occupancy. Section 1.24 — Term Shall mean the period of time during which Airline activities at the Airport shall be governed by this Agreement, except as otherwise set forth herein. Said Term shall begin on the Effective Date, and, except as otherwise set forth herein, terminate on the date set forth in this Agreement. Section 1.25 — Terminal Shall mean the airline passenger terminal facilities at the Airport as they exist prior to and after completion of any improvements or expansion. Additional words and phrases used in this Agreement but not defined herein shall have their usual and customary meaning. No More Information This Page AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 4 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" ARTICLE 2 TERM This Agreement and all rights herein granted to Airline shall become operative, with and Effective Date of July 1, 2018 through June 30, 2020, unless earlier terminated as hereinafter provided. The parties may elect in writing to continue this Agreement after June 30, 2020, by the execution of amendment hereto including new "Exhibit A" containing agreed upon adjustments for conditions, rentals, fees and charges provided hereunder. ARTICLE 3 PREMISES Section 3.01 - Airline Premises — Airport does hereby lease and demise to Airline, and Airline does hereby lease and accept from Airport, the Preferential Use Premises and Joint Use Premises, as follows: 3.1.1 Preferential Use Premises — One Thousand Three Hundred Seventy Six (1,376) square feet of preferential use premises, as highlighted in Orange and Yellow, on "Exhibit B" incorporated herein by reference, and listed as follows: ➢ ORANGE: Approximately 543 Square Feet of Airline Station Office Operations, Station Manager's Office, and Airline Secure Storage (Station Office Supply Closet, Lost & Found Item Storage, Etc.); ➢ ORANGE: Approximately 442 Square Feet of Airline Ticket Counters ➢ YELLOW: Approximately 66 Square Feet for the Crew and Station Employee Restroom in the Baggage Make -Up Area; ➢ YELLOW: Approximately 325 Square Feet for the Outbound Ticket Counter Baggage Conveyor; and, 3.1.2 Baggage Make -Up Area (Premises) - Three Thousand Seven Hundred Twenty Six (3,726) square feet of Baggage Make - Up Space on the premises, as highlighted in Green, on "Exhibit B" incorporated herein by reference, and listed as follows: ➢ GREEN: Approximately 3,726 Square Feet of Baggage Make -Up Area, and Storage of Ground Support Equipment Vehicles, and miscellaneous De -Icing Fluid Totes; AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 5 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" 3.1.3 Joint Use Space — For the term of this Agreement, and at the rental hereinafter stipulated, Airline shall have joint use of the following premises in common with any additional Air Transportation Company providing services to the Airport. The Joint Use Premises is Seven Thousand Eight Hundred and Ten (7,810) square feet as highlighted in Blue, Green and Yellow on "Exhibit B" incorporated herein by reference. ➢ BLUE: Approximately 4,717 Square Feet of Check -Point Boarding Area; ➢ GREEN: Approximately 2,602 Square Feet of a Combination of Baggage Claim Area (1,116) square feet; and, Baggage Drop Area (1,486) square feet; and, ➢ YELLOW: Approximately 491 Square Feet of Space for Vestibule No: 1, for Boarding Gate 1. Section 3.02 - Employee Parking — Airport will make reasonable efforts to make available area(s) at the Airport for vehicular parking for Airline's personnel employed at the Airport; provided, however, such area(s) shall not be used for the storage of vehicles or trailers; and usage of the area(s) is subject to reasonable rules and regulations established by Airport. There will not be, during the term of this Agreement, fees applied to Airline for the parking of Airline tenant employees, yet Airline shall allow Airport to require of Airline Tenant Employees to display an Airport issued annual parking permit to ensure that only approved airport terminal tenant employees shall be allowed to use the employee parking facilities. Additionally, if required due to construction operations to the designated parking lot, Airline will require Airline tenant employees to relocate their vehicles to a location as designated by the Airport Director during the term of construction operations. Section 3.03 - Transfer of Operations — In the event new or expanded facilities are developed at the Airport, Airport shall give notice to the affected airline of the estimated Substantial Completion date at least one hundred and twenty days (120) prior thereto. The affected airline shall have the right to install in, such airline's Preferential Use Premises its own equipment and furnishings sixty days (60) prior to the estimated date of Substantial Completion or such other date as may be agreed to. Airline shall begin its operations from its new or expanded Airline Premises on the date of Substantial Completion thereof. AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 6 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" ARTICLE 4 USE OF THE AIRPORT AND RELATED FACILITIES Section 4.01 - Airline Use and Privileges — In addition to all rights granted elsewhere in this Agreement, Airline shall have the right to use, in common with others so authorized by the Airport, areas, other than areas leased preferentially to others, facilities, equipment, and improvements at the Airport for the operation of Airline's Air Transportation Business and all activities reasonably necessary to such operations, including but not limited to: 4.1.1 The landing, taking off, flying over, taxiing, towing, and conditioning of Airline's aircraft and, in areas designated by the Airport Director, the extended parking, servicing, deicing, loading or unloading, storage, or maintenance of Airline's aircraft and supportequipment. Airline shall not permit the use of the Airfield by any aircraft operated or controlled by Airline which exceeds the design strength or capability of the Airfield as described in the FAA -Approved Airport Layout Plan (ALP), or other engineering evaluations performed subsequent to the current ALP, including the Airport Certification Manual, as may be amended from time to time. 4.1.2 The sale of air transportation tickets and services, the processing of passengers and their baggage for air travel, the sale, handling, and providing of mail, freight, and express services, and reasonable and customary airline activities. 4.1.3 The training of personnel in the employ of or to be employed by Airline at the Airport in the operation of Airline's Air Transportation Business; provided, however, said training and testing shall be incidental to the use of the Airport in the operation by Airline of its Air Transportation Business and shall not unreasonably hamper or interfere with the use of the Airport and its facilities by others entitled to the use of same. The Airport reserves the right to restrict or prohibit such training and testing operations which it deems to interfere with the use of the Airport. 4.1.4 The purchase at the Airport or elsewhere, of fuels, lubricants, and any other supplies and services, from any person or company, subject to the Airport's right to require that each provider of services and/or supplies to Airline secures a permit (Airport Agreement) from Airport to conduct such activity at the Airport, pays required fees, and abides by all reasonable rules and regulations established by Airport. Airport shall impose no discriminatory limitations or restrictions on purchases, provided, however, nothing herein shall be construed to permit Airline to store aviation fuels at the Airport. AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 7 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" 4.1.5 The installation and maintenance, at Airline's sole cost and expense, of identifying signs in Airline's Preferential Use Premises subject to the prior written approval of the Airport. The general type and design of such signs shall be compatible with and not detract from the pattern and decor of the Terminal areas. Nothing herein shall be deemed to prohibit Airline's installation on the walls behind ticket counters identifying and company logo signs as are customarily installed by Airline in such areas at comparable airport facilities. 4.1.6 The installation, maintenance, and operation, at no cost to Airport, of such radio communication, computer, meteorological and aerial navigation equipment, and facilities on Airline's Preferential Use Premises as may be necessary or convenient for the operation of its Air Transportation Business; provided, however, that such installations shall be subject to the prior written approval of the Airport Director. Prior to any written approval, Airline shall provide the Airport Director with all necessary supporting documentation related to such installations. 4.1.7 The installation of personal property including furniture, (except as donated by the Airport), furnishings, supplies, machinery, and equipment, in Airline's Preferential Use Premises as Airline may deem necessary or prudent for the operation of its Air Transportation Business. Title to Airline's personal property, shall remain with Airline, subject to the provisions of this Agreement. The construction of modifications, finishes, and improvements in Preferential Use Premises as Airline may deem necessary or prudent for the operation of its Air Transportation Business. 4.1.8 Ingress to and egress from the Airport and Airline Premises for Airline's officers, employees, agents, and invitees, including passengers, suppliers of materials, furnishers of services, aircraft, equipment, vehicles, machinery, and other property. Such right shall be subject to Transportation Security Administration (TSA) regulations, applicable laws, and the Airport's right to establish rules and regulations governing (1) the general public, including Airline's passengers, and (2) access to non-public areas at the Airport by Airline's employees, suppliers of materials, and furnishers of services; provided, however, any such rules and regulations of the Airport shall not unreasonably interfere with the operation of Airline's Air Transportation Business, nor shall such rules and regulations conflict with any provisions of this Agreement. Further, Airport reserves the right to, from time -to -time; temporarily or permanently restrict the use of any roadway or other area at the Airport. In the event of such restrictions, and if necessary, Airport shall ensure the availability of a reasonably equivalent means of ingress and egress. AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 8 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" 4.1.9 Except as may subsequently be provided in a separate agreement, Airline shall not maintain or operate in the Terminal or elsewhere at the Airport a cafeteria, restaurant, bar, or cocktail lounge for the purpose of selling food and beverages to the public or to Airline's employees and passengers. Nothing in this paragraph shall prohibit Airline from installing or maintaining appliances or vending machines in its non-public Preferential Use Premises for the sole use of Airline's employees, the type, kind, and locations subject to the reasonable approval of the Airport Director. 4.1.10 Airline may, subsequent to fees as described in Exhibit A, use the Airport's public address system, it being understood that Airport shall provide all connections to said system, with Airport being responsible for all repairs of such system as maybe necessary. 4.1.11 The right from time -to -time, but not as a regular course of business, to provide services for other certified airlines or aircraft, pending Airport Director's approval, insofar as the said right may be incidental to the Airline's operation or reciprocal agreements require the Airline to service other certified airlines or such services will benefit the growth and well-being of the Airport. It shall be understood and agreed to in this section shall not be construed as authority to conduct a separate business by the Airline or to provide services currently available through Airport concessionaires. 4.1.12 The rights and privileges granted to Airline pursuant to this Article 4 may be exercised on behalf of Airline or Airlines contractors authorized by Airport to provide such services at the Airport, subject to the prior written approval of Airport, in the form of a motion, and further subject to all laws, rules, regulations, and fees and charges as may be applicable to the activities undertaken. Section 4.02 — Airport and Privileges — Airport, in addition to any rights herein retained by it, reserves the following privileges, to - wit: 4.2.1 Airport shall have the right to further develop or improve the landing area and other portions of the airport as it sees fit, and in compliance with all applicable Federal and State rules and regulations; however, Airport shall consult with Airline regarding any improvements, which in the opinion of the Airport, may effect Airline's operations. 4.2.2 Airport shall have the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstructions. 4.2.3 Airport shall have the right during time of war, or national emergency, to lease the Airport, or any part thereof, to the United States Government for military or national use. AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 9 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" 4.2.4 It is expressly understood and agreed between the parties hereto that said rights and privileges herein granted are non-exclusive; and that Airport hereby reserves the right to enter into agreements with any other individual, company or corporation, if it so desires, for engaging in like activity at said Airport. Section 4.03 - Exclusions and Reservations 4.3.1 Nothing in this Article 4 shall be construed as authorizing Airline to conduct any business separate and apart from the conduct of its Air Transportation Business. 4.3.2 Airline shall not knowingly interfere or permit interference with the use, operation, or maintenance of the Airport, including but not limited to, the effectiveness or accessibility of the drainage, sewerage, water, communications, fire protection, utility, electrical, or other systems installed or located from time to time at the Airport; and Airline shall not engage in any activity prohibited by the Airport's existing or future Noise Abatement Procedures. 4.3.3 As soon as possible after release from proper authorities, Airline shall remove any of its disabled aircraft from the landing area and apron area, and shall place any such disabled aircraft only in such storage areas as may be designated by the Airport Director, and shall store such disabled aircraft only upon such terms and conditions as may be established by Airport; provided, however, Airline shall be requested to remove such disabled aircraft from Aircraft Apron(s) if deemed necessary. In the event Airline shall fail to remove any of its disabled aircraft as expeditiously as possible, Airport may, but shall not be obligated to, cause the removal of such disabled aircraft; provided however, Airport shall give Airline prior notice of its intent to remove such disabled aircraft, and Airport shall use reasonable efforts to remove such aircraft. Airline shall pay to Airport, upon receipt of invoice, the costs incurred for such removal plus twenty-five percent(25%). 4.3.4 Airline shall not do or permit to be done anything, either by act or failure to act, that shall cause the cancellation or violation of the provisions, or any part thereof, of any policy of insurance for the Airport, or that shall cause a hazardous condition so as to increase the risks normally attendant upon operations permitted by this Agreement. If such Airline act, or failure to act, shall cause cancellation of any policy, then Airline shall immediately, upon notification by Airport, do whatever shall be necessary to cause reinstatement of said insurance. Furthermore, if Airline shall do or permit to be done any act not permitted under this Agreement, or fail to do any act required under this Agreement, regardless of whether such act shall constitute a breach of this Agreement, which causes an increase in the Airport's insurance premiums, Airline shall immediately remedy such actions and/or pay the increase in premiums, upon notice from Airport to do so; but in any event, Airline will hold Airport harmless for any expenses and/or damage resulting from any action as set forth in this paragraph. AMERICAN AIRLINES 7-1-2018 to 6-30-2020 FINAL "AIRLINE - AIRPORT USE AGREEMENT" Page 10 of 32 CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" 4.3.5 Airline shall immediately notify Airport in writing of any enforcement, clean-up, removal or other governmental or regulatory action instituted, completed or threatened pursuant to environmental laws governing hazardous material or related concerns; and, any claim made or threatened with respect to Airline's operation at the Airport by any person or persons against the Airline or Airline's activities at the Airport, or the condition of the Airlines' Premises relating to damage, contribution, cost recovery compensation, loss or injury resulting from or claimed to result from the presence of hazardous material; and reports to any environmental agency or governmental authority arising out of or in connection with the delivery to, storage on or removal from airlines' Premises of hazardous material, including any complaints, notices, warnings or asserted violations in connection therewith. Airline Station personnel shall provide the Airport Director with copies of all documentation related to the foregoing. 4.3.6 Airport may, at its sole option, install or cause to be installed advertising and revenue generating devices, including vending machines, in Joint Use Premises; provided, however, that such installations shall not unreasonably interfere with Airline's operations authorized hereunder or substantially diminish the square footage contained in Airline Premises. 4.3.7 The rights and privileges granted Airline pursuant to this Article 4 shall be subject to any and all reasonable Aeronautical Minimum Standards, and Airport Rules and Regulations as established by Airport, and/or as may be established or amended from time to time; provided, however, if there shall be any conflict between such Airport Rules and Regulations, and the express terms of this Agreement, the terms of this Agreement shall control. No More Information This Page AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 11 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" ARTICLE 5 OPERATION AND MAINTENANCE OF THE AIRPORT Section 5.01 - Airport Obligations 5.1.1 Airport shall, with reasonable diligence, prudently develop, improve, and at all times maintain and operate the Airport with adequate qualified personnel and keep the Airport in good repair, unless such maintenance, operation, or repair shall be Airline's obligation pursuant to Section 5.02, in addition to the language as agreed to in Section 4.2.1. 5.1.2 Airport shall keep the Airport and its aerial approaches free from ground obstructions for the safe and proper use thereof by Airline. 5.1.3 Airport shall not be liable to Airline for temporary failure to furnish all or any of such services to be provided in accordance with this Section 5.01 when due to mechanical breakdown or any other cause beyond the reasonable control of Airport. Section 5.02 - Airline Obligations 5.2.1 Airline shall maintain the non-structural, non-mechanical interior of its premises, painting, decorating, and remodeling as it sees fit. Airline shall, at its own expense, repair damage to buildings/equipment, (structural, non-structural or mechanical) ordinary wear and tear expected, caused by the acts of Airline, or any other entity, for which the Airline is legally liable. Airline, at its own expense, shall arrange for the removal and disposal of wastes from its aircraft. 5.2.2 Airline shall, at all times and at its own expense, preserve and keep Airline Premises in an orderly, clean, neat, and sanitary condition; provided, however, this requirement shall not be construed to mean Airline shall have janitorial responsibilities designated to be those of Airport. 5.2.3 Should Airline fail to perform its material obligations herein, Airport shall have the right to enter the Airline Premises and perform such activities; provided, however, other than in a case of emergency, Airport shall give to Airline reasonable advance written notice of non-compliance, not to exceed ten (10) Days, prior to the exercise of this right. If such right is exercised, Airline shall pay to Airport, upon receipt of invoice, the cost of such services plus twenty- five percent (25%). 5.2.4 Airline shall, when the Station Manager is out of town, either on business or leisure travel, advise the Airport Director who will be serving as Acting Station Manager while he/she is out of town, including contact information, for their ability to respond to airline emergencies. AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 12 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" ARTICLE 6 RENTALS. FEES AND CHARGES Airline agrees to pay Airport for the use of the premises, facilities, rights, licenses, services and privileges granted hereunder, the rental, fees, and charges within and as set forth in "Exhibit A" of this Agreement. Upon termination of this Agreement, as herein provided, the entire rental, fees and charges stated for specific periods (i.e. per day, month, per year) shall be prorated to the date of termination. Section 6.01 - Terminal Rentals. Facilities. and Services Fees — Payment of Terminal Rentals, Facilities and services as specified in "Exhibit A" attached hereto shall be paid thirty (30) days from invoice date. Airline acknowledges that the Leased Premises are designed to provide standard airport facilities suitable for Airline to provide scheduled commercial air transportation. Airline shall not use any equipment or devices that utilize excessive electrical energy or which may, in Airport's reasonable opinion, overload the wiring or interfere with electrical services to Airline's current operations, or other Airport tenants. Section 6.02 - Apron Fees — From and after the effective date hereof, daily apron fees for the use of parking Airline's aircraft, ground support equipment and vehicles shall be charged on a daily basis for each aircraft, support equipment or vehicle parked on the ramp. Section 6.03 - Landing Fees — From and after the effective date hereof, Airline shall pay monthly to Airport fees for chargeable landings for the use of the airport. Chargeable landings shall be represented by a landing fee rate based upon the "FAA certificated Maximum Gross Landing Weight" (MGLW), with a landing fee rate as shown in "Exhibit A", of each of Airlines scheduled, charter, diversionary or extra section of scheduled flights each month, excepting non - revenue or emergency landings. 6.03.01 - Monthly Flight Records: Airline shall furnish to the Airport Director, or his/her designee, on or before the tenth (10th) day of each month hereafter, duly certified as true and correct by the person delegated by Airline, the number of its scheduled or chargeable landings at the Waterloo Regional Airport during the preceding month, together with the manufacturer, type, official certificated FAA Maximum Gross Landing Weight (MGLW), enplaned and deplaned passengers, as aforesaid, of each scheduled or chargeable landing. These scheduled and/or chargeable landings, as shown on the record shall be added and calculated together to determine the applicable landing fees for the month as shown in "Exhibit A". AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 13 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" 6.04 - Aircraft Rescue and Fire Fighting (ARFF) Training — Airline shall reimburse Airport for Fifty (50) percent of the annual cost of recurrent training for the Aircraft Rescue and Fire Fighting department to comply with Federal Aviation Regulations (F.A.R.) 139.319(1)(3). Said training shall be accomplished annually with an FAA certified ARFF school or with the Mobile Aircraft Fire Trainer (MAFT), owned and operated by the University of Missouri, or other FAA -certified training agency. The cost of said required annual training shall be divided equally between each Air Transportation Company providing scheduled commercial passenger air service and the Airline, with annual cost to Airline not to exceed One Thousand Dollars ($1,000.00) per year per Air Transportation Company. Section 6.05 — Airport Operations Area (AOA). ARFF. Safety and Security Fee — Airline shall pay monthly a Safety, Security and Airport Operations Area (AOA fee equal to $1.00 per enplaned and $1.00 per deplaned passenger. Said fees shall be utilized to assist Airport Rescue and Fire -Fighting services, law enforcement services, and AOA operations related to operational costs incurred by the Airline operations at Waterloo Regional Airport, as described in ExhibitA (4-K). 6.05.01 — Monthly Airline Station Passenger Report — Airline shall furnish to the Airport Director, or his/her designee, on or before the tenth (10th) day of each month hereafter, duly certified as true and correct by the person delegated by Airline, the number of its enplaned and deplaned, revenue and non -revenue passengers, cargo, mail and parcels at the Waterloo Regional Airport during the preceding month. The monthly Airline Station Report and related Enplaned and/or Deplaned passengers shown on the report shall be added together to determine the applicable AOA/ARFF/Safety/Security fees. Section 6.06 - Additional Services — In the event there is an incident involving Airline company aircraft, equipment, personnel or facilities, and which results in the response of emergency personnel to assist the Airport in managing the incident, and for which there is a billing by the responding units, the Airline shall either pay the cost directly or reimburse the Airport for payment. Section 6.07 - Remittance of Fees — AII remittances for fees under this Agreement shall be paid thirty days (30) from invoice date and made payable to the Waterloo Regional Airport, and remitted to the office of the Airport Director at Waterloo Regional Airport, 2790 Livingston Lane, Waterloo, Iowa, 50703. AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 14 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" Section 6.08 - Late Payment — The fees as established by this Agreement shall be paid as of the established due date. Any undisputed unpaid portion of said rental, fees and charges which remains unpaid over thirty (30) days after the established invoice date shall bear interest at the rate of one (1.0%) percent per month, or that allowed by applicable law, whichever is less, from the invoice date until paid. Section 6.09 - Exempt Charges — No rentals, fees, licenses, excise or operating taxes, tolls or other charges except those herein expressly provided shall be charged against or collected, directly or indirectly, from Airline, or those authorized under this Agreement, provided however, that if Airline requests and receives from Airport any additional services not specified in this Agreement. Or, if Airline changes its schedule in a manner which requires Airport to perform Airport Rescue Fire Fighting (ARFF) standby services under this Agreement at an increased cost to the Airport, Airline shall reimburse Airport for the cost of such special service or such excess costs for the performance of normal services. Nothing herein shall be construed to prevent the Airport from charging persons, other than Airline, fees for the privilege of operating concessions for the purpose of selling products or furnishing to the public upon the Airport. Section 6.10 - Default for Failure to Pay Fees — In the event Airline fails to pay any fees hereunder within thirty (30) days after it shall become due, the time of such payment expressly agreed to be of the essence in this entire Agreement, Airport may, at its option, and upon thirty (30) days written notice to Airline (unless in such thirty (30) Day period, Airline shall have corrected such failure to pay), cancel this contract. If Airport is obligated to participate in any court proceedings in order to enforce any of its rights under this paragraph, or to collect its rental, fees, or charges, Airport, if successful in pursuing such litigation shall be entitled to an additional amount in such sum as any Court of Record, having competent jurisdiction shall determine as reasonable attorney's fee. The Airline, if successful in defending such litigation shall be entitled to an amount in such sum as any Court of Record, having competent jurisdiction shall determine as reasonable attorney's fee. AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 15 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" ARTICLE 7 DAMAGE OR DESTRUCTION Section 7.01 - Partial Damage — If any part of Airline Premises, or adjacent facilities directly and substantially affecting the use of Airline Premises, shall be partially damaged by fire or other casualty, but said circumstances do not render any portion of Airline Premises unusable as reasonably determined by Airport, the same shall be repaired to usable condition with due diligence by Airport as hereinafter provided and limited. No abatement of rentals shall accrue to Airline so long as the entire Airline Premises remain tenantable. Section 7.02 - Substantial Damage — If any part of Airline Premises, or adjacent facilities directly and substantially affecting the use of Airline Premises, shall be so extensively damaged by fire or other casualty as to render any portion of said Airline Premises unusable but capable of being repaired, as reasonably determined by Airport, the same shall be repaired to usable condition with due diligence by Airport as hereinafter provided and limited. In such case, the rentals payable hereunder with respect to Airline's affected Airline Premises shall be paid up to the time of such damage and shall thereafter be abated equitably in proportion as the part of the area rendered unusable bears to total Airline Premises until such time as such affected Airline Premises shall be restored adequately for Airline's use. Airport shall use its best and including all reasonable efforts to provide Airline with alternate facilities to continue its operation while repairs are being completed, at a rental rate not to exceed that provided for in this Agreement for comparable space. Section 7.03 - Destruction 7.3.1 If any part of Airline Premises, or adjacent facilities directly and substantially affecting the use of Airline Premises, shall be damaged by fire or other casualty, and is so extensively damaged as to render any portion of said Airline Premises incapable of being repaired, as reasonably determined by Airport, Airport shall notify Airline within a period of forty-five (45) days after the date of such damage, of its decision whether to reconstruct or replace said space; provided, however, Airport shall be under no obligation to replace or reconstruct such premises. The rentals payable hereunder with respect to affected Airline Premises shall be paid up to the time of such damage and thereafter shall abate until such time as replacement or reconstructed space becomes available for use by Airline. AMERICAN AIRLINES 7-1-2018 to 6-30-2020 FINAL "AIRLINE - AIRPORT USE AGREEMENT" Page 16 of 32 CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" 7.3.2 In the event Airport elects to reconstruct or replace affected Airline Premises, Airport shall provide Airline with alternate facilities to continue its operation while reconstruction or replacement is being completed at a rental rate not to exceed that provided for in this Agreement for comparable space. 7.3.3 In the event Airport elects to not reconstruct or replace affected Airline Premises, Airport shall meet and consult with Airline on ways and means to permanently provide Airline with adequate replacement space for affected Airline Premises. In such event, Airport agrees to amend this Agreement to reflect related additions and deletions to Airline's Premises. Section 7.04 - Damage Caused By Airline — Notwithstanding the provisions of this Article 7, in the event that due to the negligence or willful act or omission of Airline, its employees, its agents, or licensees, Airline Premises shall be damaged or destroyed by fire, other casualty or otherwise, there shall be no abatement of rent during the repair or replacement of said Airline Premises. To the extent that the costs of repairs shall exceed the amount of any insurance proceeds payable to Airport by reason of such damage or destruction due to the negligence or will act or omission of Airlines, its employees, agents or licensees, Airline shall pay the amount of such additional costs to Airport. Section 7.05 - Airport's Responsibilities — Airport acting on behalf of the City of Waterloo, Iowa, shall maintain reasonable and customary levels of insurance; provided, however, that Airport's obligations to repair, reconstruct, or replace affected premises under the provisions of this Article 7 shall in any event be limited to restoring affected Airline Premises to substantially the same condition that existed at the date of damage or destruction, including any subsequent improvements made by Airport, and shall further be limited to the extent of insurance proceeds and other funds available to Airport for such repair, reconstruction, or replacement; provided further that Airport shall in no way be responsible for the restoration or replacement of any Equipment, furnishings, property, real improvements, signs, or other items installed and/or owned by the Airline in accordance with this Agreement, unless Airline proves that damage is caused by negligence or willful act or omission of Airport, its officials, agents, or employees acting with the course or scope of their employment. AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 17 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" ARTICLE 8 CANCELLATION Section 8.01 — By Airport — Airport may cancel this Agreement without forfeiture, waiver, or release of Airport's rights under the provisions of this Agreement by giving Airline ninety (90) days advance written notice, in the event of the happening of any one, or more of the following contingencies: 8.1.1 The filing by Airline of voluntary petition in bankruptcy. 8.1.2 The institution of proceedings in bankruptcy against Airline and the adjudication of Airline as bankrupt pursuant to such proceedings. 8.1.3 The taking by court of jurisdiction of Airline and its assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. 8.1.4 The appointment of a receiver of Airline assets. 8.1.5 The divestiture of Airline's estate herein by other operation law. 8.1.6 The abandonment by Airline of its conduct of air transportation at the airport for a period of sixty (60) days. 8.1.7 Airline should be prevented by a final action of any federal or state authority having jurisdiction over the Airport, or Airline from conducting and operating its transportation system for the carriage of persons, property, and mail by aircraft at the Airport for a period of sixty (60) consecutive days. 8.1.8 Airline shall fail to perform, keep, and observe any of the terms, covenants and conditions herein contained on the part of the Airline to be performed, kept, or observed. Section 8.02 — No waiver of default by Airport of any of the terms, covenants or conditions hereof to be performed, kept and observed shall be construed to be, or act as a waiver of any subsequent default of any of the terms, covenants, and conditions herein contained to be performed, kept and observed by Airline. The acceptance of rental, fees, and charges by Airport for any period, or periods, after a default of any of the terms, covenants and conditions herein contained to be performed, kept and observed by Airline, shall not be deemed a waiver of any right on the part of Airport to cancel this Agreement for failure by Airline to so perform, keep, or observe, any of the terms, covenants or conditions of this Agreement. AMERICAN AIRLINES 7-1-2018 to 6-30-2020 FINAL "AIRLINE - AIRPORT USE AGREEMENT" Page 18 of 32 CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" Section 8.03 — By Airline — Airline may cancel this Agreement by giving Airport ninety (90) days advance written notice, in the event of the happening of any one, or more of the following contingencies, providing, however, Airline is not in arrears in payment to Airport of the fees as provided herein, and has complied with all the terms, conditions and covenants contained in this contract. 8.3.1 The permanent abandonment of the Airport. 8.3.2 The issuance, by a court of competent jurisdiction, of an injunction substantially preventing, or restraining, the use of the airport, and the remaining in force of such injunction for at least sixty (60) days. 8.3.3 The inability of Airline to use, for a period in excess of sixty (60) days, the Airport or any of the premises, facilities, rights, licenses, services or privileges provided to Airline hereunder, because of fire, explosion, earthquake, other casualty, Acts of God, or the public enemy, provided that same is not caused by negligence of willful acts, on the part of Airline. 8.3.4 The lawful assumption by the United States Government, the State of Iowa, or any authorized agency of either, of the operation, control, or use of the Airport and facilities, or any substantial part or parts thereof, in such a manner as to substantially restrict Airline, for a period of at least sixty (60) days, from operating thereon for the carrying of passengers and/or cargo. 8.3.5 The default by the Airport in the performance of any covenants or agreement herein required to be performed by Airport, and the failure of Airport to remedy such default for a period of sixty (60) days after receipt from Airline of written notice to remedy the same; provided, however, that no notice of cancellation, as above provided, shall be of any force or effect if Airport shall have remedied the default prior to receipt of Airline's notice of cancellation. 8.3.6 The suspension, or substantial modification, for a period in excess of one hundred twenty (120) days for the revocation of the operating authority of Airline to service the airport by final order of any governmental agency, federal, or state, which has jurisdiction over Airline. 8.3.7 Airline shall have the right to terminate this Agreement upon one hundred twenty (120) days written notice, contingent upon Essential Air Service (EAS) policies as set forth in the deregulation Act of 1978, as amended. Section 8.04 — Airline's performance of all, or any part, of this Agreement for, or during any period or periods after a default of, any of the terms, covenants, and conditions herein contained to be performed, kept, and observed by Airport, shall not be deemed a waiver of any right on the part of Airline to cancel this Agreement for failure by Airport to so perform, keep or observe any of the terms, covenants, or conditions hereof to be performed, kept and observed. AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 19 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" No waiver of default by Airline of any of the terms, covenants, or conditions hereof to be performed, kept and observed by Airport shall be construed to be or act as a waiver by Airline of any subsequent default of any of the terms, covenants and conditions herein contained to be performed, kept and observed by Airport. ARTICLE 9 SURRENDER OF AIRLINE PREMISES Section 9.01 - Surrender and Delivery — Upon termination or cancellation of this Agreement, Airline shall promptly and peaceably surrender to Airport its Airline Premises and all improvements thereon to which Airport is entitled in good and fit condition, reasonable wear and tear, damage due to casualty and the obligations of Airport excepted. Section 9.02 - Removal of Property — Provided Airline is not in default for payment of rentals, fees, and charges hereunder, Airline shall have the right at any time during the Term of this Agreement to remove from the Airport its aircraft, tools, equipment, trade fixtures, and other personal property, title to which shall remain in Airline, unless otherwise set forth in this Agreement, and shall remove such aircraft, tools, equipment, trade fixtures, and other personal property within fifteen (15) business days following termination of this Agreement, whether by expiration of time or otherwise, as provided herein, subject to any valid lien which Airport may have thereon for unpaid rentals, fees, and charges. Airline shall not abandon any portion of its property at the Airport without the written consent of Airport. Any and all property not removed by Airline within fifteen (15) business days following the date of termination of this Agreement shall, at the option of Airport, (i) become the property of Airport at no cost to Airport; (ii) be stored by Airport, at no cost to Airport; or (iii) be sold at public or private sale at no cost to Airport. Except as may be agreed to otherwise by Airport and Airline, all Airport property damaged by or as a result of the removal of Airline's property shall be restored by Airline to the condition existing before such damage at Airline's expense. Section 9.03 - Holding Over. In the event Airline uses its Airline Premises without the written consent of Airport after this Agreement has been canceled or expires, Airline shall be deemed a tenant during the period of such use and shall pay the rate for rentals, fees, and charges established by Airport for Air Transportation Companies. In such event, Airport shall have the right to all remedies provided under applicable laws; provided, however, Airport's consent shall not be unreasonably withheld during any period of good faith lease negotiations between Airline and Airport. AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 20 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA - WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" ARTICLE 10 INDEMNITY Section 10.01 — Airline agrees fully to indemnify, save, hold harmless, and defend Airport, their officers, agents, and employees of the Airport from and against all claims, suits and actions and all expenses, including but not limited to reasonable attorney fees incidental to the investigation and defense thereof, based upon or arising out of damages or injuries to third persons or their property, caused wholly or in part, by the fault or negligence of Airline, its agents or employees, in connection with Airline's operations upon said Airport or incident thereto; provided however, that Airline shall not be liable under this Section 10.01 for any injury or damage or loss occasioned by the negligence or willful misconduct of Airport, their agents, officers or employees; and provided further, that Airport shall give to Airline prompt and reasonable notice of any such claims, suits or actions and Airline shall have the right to investigate, compromise and defend the same. Airline, at its own expense, agrees to carry, and keep in force, Comprehensive General Liability Insurance covering personal injury and property damage. Without limiting its liability as aforesaid, Airline agrees to carry and keep in force insurance policies providing public liability and property damage insurance of not less than Fifty Million Dollars ($50,000,000). All policies shall: 10.1.1 Be maintained with insurance carriers authorized to do business in the State of Iowa, satisfactory to Airport. 10.1.2 Include the City of Waterloo and the Waterloo Airport, and its agents and employees as additional named insured. 10.1.3 Contain a provision waiving any subrogation of the insurance company to recover damages against either Airline or Airport by reason of any sums paid by the insurance company under said insurance policies. 10.1.4 Such insurance coverage shall be primary to any insurance that the Airport or the City of Waterloo, Iowa, may have. The foregoing minimum limits of insurance shall be subject to revision by Airport upon determination that adjustments are necessary for the protection of Airport; and Airline agrees that it will adjust to and maintain said liability insurance in the revised amounts, which may be prescribed from time to time by Airport. Section 10.02 - Airline will furnish the Airport Director with a Certificate of Insurance certifying that insurance is in force during the entire period of this Agreement, and will furnish additional certificates of changes in such insurance, not less than ten (10) days prior to any such change, and providing that no cancellation thereof shall be effective until after not less than thirty (30) days written notice of such cancellation has been given to Airport. AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 21 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" Section 10.03 — The aforesaid amounts and types of insurance shall be reviewed from time -to -time by Airport and may be adjusted by Airport, if Airport reasonably determines such adjustments are necessary to protect Airport interests. Airline's failure to provide and/or maintain the required insurance coverage, as set forth herein shall be grounds for immediate cancellation of this Agreement. ARTICLE 11 GOVERNMENT INCLUSION Section 11.01 - Government Agreements — This Agreement shall be subordinate to the provisions of any existing or future agreements between Airport and the United States Government or other governmental authority, relative to the operation or maintenance of the Airport, the execution of which has been or will be required as a condition precedent to the granting of Federal or other governmental funds for the development of the Airport, to the extent that the provisions of any such existing or future agreements are generally required by the United States or other governmental authority of other civil airports receiving such funds; therefore, during the term of this Agreement, Airline agrees to comply with the requirements of all -applicable laws, rules and regulations herein. Section 11.02 — Non-discrimination — Airline, for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land, that (I) no person on the grounds of race, sex, color, physical handicap, or national origin, shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land and furnishing of services thereon, no person on the grounds of race, sex, color, physical handicap, or national origin, shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that the Airline 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 Secretary, Part 21, Nondiscrimination to Federally -assisted programs of the Department of Transportation -Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. Airline, in the conduct of its authorized aeronautical business activities on said Airport, shall furnish service on a fair, equal and not unjustly discriminatory basis to all users thereof, and shall charge fair, reasonable, and not unjustly discriminatory prices for each unit of sale or service; provided, however, that Airline shall be allowed to make reasonable and non-discriminatory discounts, rebates, or other similar types of price reductions to volume purchases. AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 22 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" Section 11.03 — Hazardous Materials — Airline shall not cause or permit any Hazardous Material to be brought upon, kept, or used in or about the Airport by Airline, its agents, employees, contractors, or invitees, unless such Hazardous Material is necessary to the business of Airline, and will be used, kept, and stored in a manner that complies with all laws and regulations applicable to any such Hazardous Materials. Airline shall provide notice to Airport of any Hazardous Materials used by Airline on the Airport, prior to bringing such Hazardous Materials on the Airport. Section 11.04 — Indemnification — Airline shall indemnify, defend, and hold Airport harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses (including without limitation, diminution in value of the property, damages for the loss or restriction on use or rent of the property, and sums paid in settlement of claims, attorney fees, consultant fee, and expert fees) that arise during or after the Agreement term due to contamination by Hazardous Materials placed or brought upon the Airport by Airline during the term of this Agreement. This indemnification of the Airport by Airline includes, without limitation, costs incurred by the Airport in connection with any investigation of site conditions which reveals contamination caused by the Airline, or any cleanup, remediation, removal, or restoration work required by any authorized federal, state, or local governmental agency or political subdivision because of Hazardous Materials present in the soil or groundwater on or under the Airport property. Without limiting the foregoing, if the presence of any whole or in part by the Airline during the Agreement term results in any contamination of the Airport property, the Airline shall promptly take all actions at its sole expense as are necessary to return the property to the condition existing prior to the release of any such Hazardous Material onto the Airport property, provided that the Airline's approval of such action shall first be obtained, which approval shall not unreasonably be withheld as long as such proposed action will not potentially have any material adverse long term or short term effect on the Airport property. These indemnification obligations shall survive the expiration or earlier termination of this Agreement. Section 11.05 — Federal Regulations — Airline agrees to comply with Transportation Security Administration Part 1542 (Airport Security), TSA Part 1544 (Airline Security), and Airport Policies pursuant to FAA regulations, FAR Part 139, including of which, yet shall not be limited to, Movement and Non -Movement Area access and driving privileges. Airline further agrees to indemnify Airport for any fines levied upon Waterloo Regional Airport or the City of Waterloo, Iowa, by Governmental agencies, because of acts by Airline's employees, agents or suppliers, unless such fines were caused to be levied as a result of acts or omissions on the part of the employees, agents, or suppliers of Waterloo Regional Airport or the City of Waterloo, Iowa. If Airline's non-compliance results in a monetary penalty being assessed against Airport, then Airline shall be responsible and shall reimburse Airport in the full amount of any such monetary penalty or other damages. AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 23 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" Section 11.06 - Rules and Regulations — Airline agrees to abide by and comply with all ordinances, Airport Rules and Regulations, and Aeronautical Minimum Standards, which are now, or which may be hereafter made, applicable to the use and occupancy of the Airport and the operation and control of the Airport, including the payment of all fees, licenses or permits which are now, or may hereafter be, required to be paid by the Airline as a condition of its right to use and occupy the said premises. If there shall be any conflict between the express provisions of this Agreement and such Airport Rules and Regulations, the express provisions of this Agreement shall control. Section 11.07 - Inspection — Airline shall allow the Airport's authorized representatives access to Airline Premises for the purpose of examining and inspecting said premises; for purposes necessary, incidental to, or connected with the performance of its obligations under this Agreement; or, in the exercise of its governmental functions. Except in the case of an emergency, Airport shall conduct such inspections during reasonable business hours, and in the presence of Airline's representative. ARTICLE 12 ASSIGNMENT AND SUBLEASING Airline shall not, at any time, assign this Agreement, or any part thereof, herein, without the prior written approval of the Airport; and, as evidenced by a resolution adopted by the City Council of Waterloo, Iowa, provided that the foregoing shall not prevent the assignment of this Agreement, without change in any of its provisions to any corporation with which Airline may merge or consolidate, or, which may succeed to the business of the Airline. ARTICLE 13 SUCCESSORS AND ASSIGNS BOUND BY COVENANTS All the covenants, stipulations, and agreements, in this Agreement, shall extend to and bind the legal representatives, successors, and assigns of the respective parties hereto. ARTICLE 14 QUIET ENJOYMENT Airport agrees that, upon payment of the applicable fees, and performance of the covenants and agreements on the part of Airline, to be performed hereunder, Airline shall peaceably have, and enjoy the use, and all rights and privileges of said airport, its appurtenances, and facilities granted herein. AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 24 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" ARTICLE 15 MISREPRESENTATION All terms and conditions with respect to this contract are expressly contained herein, and Airline agrees that no representative or agent of Airport has made any representation or promise with respect to this contract not expressly contained herein. ARTICLE 16 INVALID PROVISIONS In the event any covenant, condition, or provision herein contained is held to be invalid by any Court of competent jurisdiction, such invalidity shall in no way affect any other covenant, condition or provision herein contained. ARTICLE 17 APPLICABILITY Section 17.01 — This Agreement shall be construed and interpreted under the Laws of the State of Iowa, the County of Black Hawk, and the City of Waterloo, Iowa. Section 17.02 - Force Majeure — Except as herein provided, neither Airport nor Airline shall be deemed to be in default hereunder if either party is prevented from performing any of the obligations, other than the payment of rentals, fees, and charges hereunder, by reason of strikes, boycotts, labor disputes, embargoes, shortages of energy or materials, acts of God, acts of the public enemy, terrorism, weather conditions, riots, rebellion, or sabotage, or any other circumstances for which it is not responsible or which are not within its control. Section 17.03 - Entire Agreement — It is understood and agreed that this instrument contains the entire agreement between the parties hereto. It is further understood and agreed by Airline that Airport and Airport's agents have made no representations or promises with respect to this Agreement, or the making or entry into this Agreement, except as in this Agreement expressly set forth, and that no claim or liability or cause for termination shall be asserted by Airline against Airport for, and Airport shall not be liable by reason of, the breach of any representations or promises not expressly stated in this Agreement. AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 25 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" ARTICLE 18 PRIOR AGREEMENTS On the effective date of this Agreement as hereinabove provided, any Airport Use Agreement between the parties heretofore dated, shall be cancelled and have no further force and effect. ARTICLE 19 AIRPORT REPRESENTATIVES Airport and the City's Airport Director, or his/her successor, is hereby designated as its official representative with full power to represent Airport in dealings with Airline in connection with the rights herein granted. All actions relating to policy determination, modification of this contract, subsequent permissive authorization under this contract, termination of this contract, and any similar matters affecting the terms of this contract shall emanate from the City of Waterloo, or their successors or assigns. ARTICLE 20 NOTICES Except as otherwise specifically provided herein, notices to Airport shall be sufficient, if sent by ordinary mail, postage prepaid to: Airport Director, 2790 Livingston Lane, Waterloo, Iowa 50703, and notices to Airline, if sent by ordinary mail, postage prepaid to: Vice President, Corporate Affairs, American Airlines, Inc. 1 Skyview Drive, Mail Drop 8E100, Fort Worth, Texas 76155. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their officials thereunto authorized as of the day and year first above written. AMERICAN AIRLINES, INC. CITY OF WATERLOO, IOWA By: CHRIS COLLISON, DIRECTOR CORPORATE REAL ESTATE By: QUENTIN M. HART MAYOR AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 26 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" Witness: Witness: By: Name: Title: By: Name: Title: City Clerk Kell Felchle AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 27 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA - WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" "EXHIBIT A" 1. LANDING FEES Maximum Gross Landing Weight (MGLW) is that weight approved by the Federal Aviation Administration (FAA) for landing such aircraft at the Airport. The MGLW Fee references is agreed to be as follows, however, the list is not exclusive off all aircraft and it shall be the responsibility of the Airline to provide the Airport with the corresponding aircraft and weights: Effective July 1, 2018 through June 30, 2020, the MGLW Fee will be One Dollar and Sixty Nine ($1.69) cents per one thousand (1,000) pounds of aircraft MGLW. ERJ-145 / 43,650 pounds / MGLW Fee - $73.77 2. APRON FEES For the use of the aircraft parking apron, Airline company aircraft and related GSE, Airline shall pay Twenty Five Dollars ($25.00) per day, or approximately Seven Hundred Sixty Dollars and Forty Two Cents ($760.42) per month, or Nine Thousand One Hundred Twenty Five Dollars ($9,125.00) per year, which shall be payable in twelve (12) Equal monthly payments from July 1, 2018 through June 30, 2020. 3. TERMINAL RENTAL Rental for use and occupancy of the specifically leased terminal space shall be as follows: A. Preferential Use Space - Office and Ticket Counter Areas Station Office Areas. Ticket Counters.Employee Restroom: and. Outbound Baggage Conveyor. as Reflected with Exhibit B. For the use of the Preferential Use Premises, (1,376 SqFt), and as referenced on Page 5 of Section 3.1.1, Airline shall pay Twenty Dollars and One cents ($20.01) per square foot per annum or Two Thousand Three Hundred Dollars and Twenty One cents ($2,294.48) per month, or Twenty Seven Thousand Six Hundred Two Dollars and Fifty Six cents ($27,533.76) per year, which shall be payable in twelve (12) monthly installments from July 1, 2018 through June 30, 2020. B. Baggage Make -Up Area (Premises) - Baggage Make -Up Area, and Storage of Ground Support Equipment Vehicles, and miscellaneous De-Icinq Fluid Totes, as Reflected with Exhibit B. For the use of the Baggage Make -Up Area, (3,726 SqFt), and as referenced on Page 5 of Section 3.1.2, Airline shall pay Ten Dollars and Seventy Six cents ($10.76) per square foot per annum or Three Thousand Three Hundred Forty Dollars and Ninety -Eights cents ($3,340.98) per month, or Forty Thousand Ninety One Dollars and Seventy Six cents ($40,091,76) per year, which shall be payable in twelve monthly installments from July 1, 2018 through June 30, 2020. AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 28 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" C. Joint Use Premises — Joint Use Space — Check -Point Security and Boarding Area. Baggage Drop and Baggage Claim. and Vestibule for Departure Gate No: 1. as Reflected with Exhibit B. For the use of the Joint Use Premises, (7,810 SqFt) Airline shall pay Sixteen Dollars and Eighty Sevens Cents ($16.87) per square foot per annum or Ten Thousand Nine Hundred Seventy Nine Dollars and Fifty -Six Cents ($10,979.56) per month, or One Hundred Thirty One Thousand Seven Hundred Fifty Four Dollars and Seventy Cents ($131,754.70) per year which shall be payable in twelve (12) equal monthly payments from July 1, 2018 through June 30, 2020. The aforementioned rental fee for the use of the Joint Use Premises shall be prorated among other airlines, if applicable, for the percentage share in the use of said passenger hold room on an equal basis. 4. CHARGES FOR FACILITIES. SERVICES AND GROUND SUPPORT EQUIPMENT A. Use of Public Address System: For the use of the Public Address System, Airline shall pay Twenty Five dollars ($25.00) per month, or Three Hundred Dollars ($300.00) per year which shall be payable in twelve (12) equal monthly payments from July 1, 2018 through June 30, 2020. B. Waste Disposal / Refuse Collection: For Waste Disposal and Refuse Collection, Airline will pay approximately Fifty (50%) percent of the monthly cost for said Waste Disposal and Refuse Collection. Airline shall pay Seventy Five dollars ($75.00) per month, or Nine Hundred Dollars ($900.00) per year which shall be payable in twelve (12) equal monthly payments from July 1, 2018 through June 30, 2020. C. Use of Ice Machine: For the use of the Airport Owned Ice Machine located in the Baggage Make -Up Area, Airline shall pay Eight Dollars and Thirty Three Cents ($8.33) per month, or One Hundred Dollars ($100.00) per year which shall be payable in twelve (12) equal monthly payments from July 1, 2018 through June 30, 2020. Airport shall ensure that the ice consumed for use onboard Airline Company Aircraft, passes City of Waterloo standards for water quality. D. Use of the Passenger Boarding Bridge (PBBI: For the period of July 1, 2018 through June 30, 2020 Airline shall pay Twenty Five Dollars ($25.00) per day for a fee associated with the use of the Passenger Boarding Bridge, or approximately Seven Hundred Fifty Dollars ($750.00) per month, or Nine Thousand Dollars ($9,000.00) per year which shall be payable in twelve (12) equal monthly payments from July 1, 2018 through June 30, 2020. AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 29 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA — WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" E. Aircraft De -Icing Vehicle: For the period of July 1, 2018 through June 30, 2020 Airline shall pay Fifty Dollars ($50.00) per day for a fee associated with the use of the Airport -Owned, and Primary Aircraft De -Icing Vehicle, and based on 30 days per month, approximately One Thousand Five Hundred Dollars ($1,500.00) per month, for each month unit is used during the designated De -Icing Season, estimated to be November through March, or approximately Seven Thousand Five Hundred Dollars ($7,500.00) per winter season. Airline will ensure proper use and operation of the vehicle, and shall perform and document initial and recurrent annual training to all Station employees, and shall be responsible for all maintenance repairs, if required, due to Airline employee misuse, careless neglect, or willful damage, and shall advise the Airport Director, or his/her designee, of any repairs needed to the vehicle. F. Aircraft Baagage Belt Loading / Unloading Vehicle: For the period of July 1, 2018 through June 30, 2020 Airline shall pay Twenty Five Dollars ($25.00) per day for a fee associated with the use of the Airport -Owned Bag Belt Loader, or approximately Seven Hundred Sixty Dollars and Forty -Two cents ($760.42) per month, or Nine Thousand One Hundred Twenty Five Dollars ($9,125.00) per year which shall be payable in twelve (12) equal monthly payments from July 1, 2018 through June 30, 2020. Airline will ensure proper use and operation of the vehicle, and shall perform and document initial and recurrent annual training, and shall be responsible for all maintenance repairs, if required, due to Airline employee misuse, careless neglect, or willful damage, and shall advise the Airport Director, or his/her designee, of any repairs needed to the vehicle. G. Fueling Services for Airline Ground Support Equipment: For the period of July 1, 2018 through June 30, 2020 Airline shall pay Thirty Cents ($0.30) per gallon for Unleaded or Diesel Fuel, over the per gallon fee the Airport pays per gallon, for either fuel product from fuel product supplier, for the use of the Airline Station Owned, Contracted, or Airport -Owned Ground Support Equipment, as reported monthly by the Airline Station Manager, or his/her designee, which shall be payable in twelve (12) monthly payments. Airline, via the Station Manager, will ensure proper use and operation of the vehicle, and shall perform and document initial and recurrent annual training, and shall be responsible for all maintenance repairs, if required, due to Airline employee misuse, careless neglect, or willful damage, and shall advise the Airport Director, or his/her designee, of any repairs needed to the vehicle. AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 30 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA - WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" H. Use of Airline Wall -Mounted Ground Power Outlet: For the period of July 1, 2018 through June 30, 2020 Airline shall have the use as may be needed for the use of Station Ground Support Equipment as directed by Station Manager or his/her designee. Airline Station Manager, or his/her designee, shall ensure the proper use of the Wall - Mounted Ground Power Outlet is properly connected to the correct Ground Support Equipment, and will be responsible for all maintenance and repairs, if required, due to Airline Tenant misuse, careless neglect, or willful or accidental damage. I. Airport Operations Area (AOA). ARFF. Passenger Safety / Security Services: For the period of July 1, 2018 through June 30, 2020, and for Airport Staff to comply with the Federal Aviation Administration's Federal Aviation Regulation Part 139 (Airport Certification Standards and Training), and Sections 319 (ARFF Operational Requirements), 327 (Self -Inspection Program), 335 (Public Protection) and 327 Wildlife Hazard Management) and 339 (Airport Condition Reporting), Airline shall pay One Dollar ($1.00) per revenue outbound passenger, and One Dollar ($1.00) per revenue inbound passenger, and as reported monthly by the Airline Station Manager, or his/her designee, which shall be payable in twelve (12) monthly payments. Airline will not be invoiced these fees if the flight cancels, yet Airline shall direct station employees to provide a courtesy notification to Airport Operations Personnel for all daily flights to allow Airport Staff to be advised if the scheduled flights are on-time, delayed, or the flight has cancelled, so as to allow the Airline Station to advise Airport Operations Staff to prepare for the arrival or departure of Airline flight as scheduled. J. Airline Crew Parking Fees & Pass: Airport shall invoice American Airline Flight Crews, and their Regional Affiliates, a parking fee in the amount of $100.00 per year. AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 31 of 32 7-1-2018 to 6-30-2020 FINAL CITY OF WATERLOO, IOWA - WATERLOO REGIONAL AIRPORT "AIRLINE - AIRPORT USE AGREEMENT" EXHIBIT "B" STRU TURE MCHiiltfl '111111111111 �a i AMERICAN AIRLINES "AIRLINE - AIRPORT USE AGREEMENT" Page 32 of 32 7-1-2018 to 6-30-2020 FINAL