HomeMy WebLinkAboutAir Methods - Lease Agmnt 12.28.2020 City of Waterloo, Iowa and Waterloo Regional Airport
AND
AIR METHODS CORPORATION
Ground Site Lease Agreement
THIS GROUND SITE LEASE AGREEMENT(hereinafter referred to as the"Agreement",is entered into
on December 28 , 2020 to be effective as of the Effective Date stated in Section 3.01, by
and between the City of Waterloo, Iowa, c/o Waterloo Regional Airport (hereinafter referred to as the
"Airport"), and Air Methods Corporation, a Delaware Corporation, (hereinafter referred to as the
"Operator"). Airport and Operator may be collectively referred to herein as the "Parties" or individually
as a"Party".
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 placement of a building as described below and located at the Waterloo
Regional Airport (the "Airport"), on a plot of land containing approximately 8,060 square feet
(124' x 65'), and adjacent apron for the parking of operator's aircraft, as shown on Exhibit A,
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 housing of Operator's and its Affiliates' employees, agents, and 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 Air
Methods Corporation.
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 include 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.
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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, fuel flowage fees, or ground site
rents,if any,as may be established from time to time by the Airport for 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 or Minimum Standards for Aeronautical Activities.
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. For
purposes of clarification,the operation of an air ambulance service and uses are necessary for such
operation are not deemed to be commercial aeronautical services.
3. The Operator will not block the taxiways,runways or aircraft ramps or store aircraft upon taxiways
or grass areas of the Airport, except as approved by 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. 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:
1. 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 and Regulations, Minimum Standards for
Aeronautical Activities and City 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.
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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 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 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 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 Term
The Initial Term of this Agreement shall be for five (5) years, effective January 1, 2021 (the "Effective
Date"), and terminating at 11:59 p.m. on December 31, 2025, subject to earlier termination as provided
herein. As used herein "Term" or "Lease Term" shall be deemed to include the Initial Term and all
exercised Renewal Terms.
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$2,400.00.
Said agreed rent shall be paid in advance monthly on the first day of each month in twelve (12)
equal installments of$200.00. 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.
Airport and Operator are currently parties to a separate terminal lease agreement (the "Existing
Lease")pursuant to which Airport has deposited a security deposit(the"Existing Deposit").
Upon the expiration or termination of the Existing Lease, Airport will apply the amount of the
Existing Deposit as a credit against the next installments of Rent until the credit is depleted.
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Section 3.03 Options to Renew
1. Operator shall have the option to renew this Agreement for three(3)additional five(5)year terms
(each a "Renewal Term"), 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 sixty (60) days prior to the expiration of the Initial Term and
the first renewal term, as applicable.
Section 3.04 Future Adiustments of Rents and Fees
During the term of this agreement,Airport and Operator agrees to the adjustment of monthly ground rent
and fees as indicated:
January 1, 2021 to December 31, 2021 - $200.00 per month.
January 1, 2022 to December 31, 2022 - $225.00 per month
January 1, 2023 to December 31, 2023 - $250.00 per month
January 1, 2024 to December 31, 2024 - $275.00 per month
January 1, 2025 to December 31, 2025 - $300.00 per month.
During the all exercised Renewal Terms, the monthly ground rent shall be $300.00 per month and such
amount shall not be subject to further increase.
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 Term. 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 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.
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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 thirty(30)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$50.00 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. Airport and Operator hereby acknowledge and agree that certain structures and
improvements which Operator intends to install on the Premises will be leased from a third party.
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 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 buildings initially constructed or installed or constructed in the future
by the Operator on the Premises.
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.Airport hereby grants Operator,
their successors and assigns, an easement for a septic system adjacent to and directly west of the demised
premises for the construction, operation and maintenance of a septic tank and field. It is anticipated said
system will be a 1,250-gallon tank with up to two hundred (200) feet of line. Airport shall approve said
Septic system prior to installation.
The Operator, or its agent, shall remove the tank and fill and restore the easement area at the end of this
leasehold. Airport grants Operator easements for access to the demised premises for the installation of
utilities as the utility companies may require to effectuate the purposes of this lease.
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Section 4.03 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, which will not
be unreasonably withheld, conditioned,or delayed.
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 4.04 Lien Indemnification
Operator shall keep the Premises and the building(s) free from liens 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 being performed by or for
the Operator, attempt to assess a lien against the Premises, the Operator shall hold the Airport harmless
from such claim, including the cost of defense.
Section 4.05 Ownership of Improvements
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 lease rent only and is not
obligated to pay rent on the buildings and improvements erected and installed by Operator.
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, if
any, on the Premises according to the Airport's then applicable leasing policies
ARTICLE 5
OBLIGATIONS OF OPERATOR
Section 5.01 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.
1. Upon occupancy of the structure, 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.
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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 are 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.
h. 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.
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 Airport Director.
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, and shall provide a wheeled fire extinguisher to be positioned close to
Operator's company aircraft.
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.
Section 5.02 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 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 5.03 Trash, Garbage,Etc.
The Operator shall collect, store and properly handle and dispose of, away from the Airport, all medical
waste,trash,garbage,hazardous materials and other refuse caused as a result of its operations. Receptacles
shall not be located on the aviation side of the Operator's facilities unless advance approval is obtained by
the Airport Director. 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.
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Section 5.04 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,which approval will not
be unreasonably withheld, conditioned,or delayed.
Section 5.05 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
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 5.06 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 5.07 Hazard Lights
The Operator shall, at its expense, provide and maintain hazard lights on 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 5.08 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.
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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.
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 j ointly 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 and Turf Maintenance
The Airport shall be responsible for all snow removal operations on the Premises, to include both
Operator's aircraft, and auto parking areas for Operator's / Operator's employees, in its use of the
Premises.
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. The Operator
shall assist the Airport by relocating Operator's company aircraft and tenant vehicles when necessary to
prohibit any potential for damage to Operator's aircraft, or tenant personal vehicles while conducting
mowing or snow removal operations.
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
Area(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. The Airport shall not
take any action pursuant to this Section 7.01 which materially and adversely affects Operator's access to
or use of the Premises.
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,if applicable. The Airport shall coordinate such relocation or replacement
with Operator and shall not disrupt Operator's ongoing operations. 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.
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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 24 hours' 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.
ARTICLE 8
INDEMNITY AND INSURANCE
Section 8.01 Indemnification
I. 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.
3. Airport agrees to indemnify and save Operator harmless from and against any and all claims,
liabilities,losses,damages,costs,or expenses(including reasonable attorneys' fees)that Operator
may sustain to the extent arising out of any injury to any person or damage to or loss of any
property (a) caused by or arising out of the negligence or willful misconduct of Airport, its
employees,agents or contractors or(b)caused by or arising out of any breach or default by Airport
in the performance of its obligations and covenants under this Agreement beyond applicable
periods of notice and cure.
4. In no event shall either Party,its employees,agents, or contractors be liable under this Agreement
to the other Party or any third party,for any consequential,incidental,indirect,exemplary,special
or punitive damages, including any damages for business interruption, loss of use, revenue or
profit, whether arising out of breach of contract, tort (including negligence) or otherwise,
regardless of whether such damages were foreseeable and whether or not either Party was advised
of the possibility of such damages.
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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 $5,000,000.00 per occurrence; a policy of
comprehensive automobile liability insurance in a combined single limit of not less than
$5,000,000.00; 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 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 with respect to General Liability and Automobile
Liability.
Said policies shall be in a form and content satisfactory to the Airport and shall provide for thirty
(30) days' advance written notice except 10 days for non-payment to the Airport prior to the
cancellation or notice of non-renewal.
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.
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.
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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, snow loads 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 as respects General Liability and Automobile Liability
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
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 Airport's Insurance Obligations
The Airport will maintain aviation commercial general liability insurance against claims for property
damage and bodily injury, including death, in such form and subject to such deductions and exceptions as
the Airport may determine, in an amount not less than $5 million per occurrence. The Airport shall
maintain worker's compensation insurance in accordance with applicable law.
The Airport will maintain property insurance written on an ISO special cause of loss form for cover on all
buildings and improvements owned by the Airport including,without limitation, (Aircraft Hangar#5), on
a replacement cost basis, subject to such deductions and exceptions as the Airport may reasonably
determine.
Section 8.07 Application of Insurance Proceeds
If the building or improvements located upon the Premises shall be partially or totally destroyed or
damaged, the Operator, within thirty (30) days of the damage shall elect to either (1) terminate this
Agreement,in which case any prepayment of rent shall be refunded pro rata to Operator,or(2)restore the
Premises.
If the Operator elect to terminate this Agreement,then the Operator shall be entitled to receive the proceeds
of insurance payable by reason of such loss for all buildings, structures, leasehold improvement, and
personal property contained within the Premises. If the damage results from an insurable cause and if the
Operator elects to 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.
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Section 8.08 Intentionally Omitted
Section 8.09 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
shall elect,within thirty(30) days of the event, to either(1)terminate this Agreement, in which case any
prepayment of rent shall be refunded pro rata to Operator or (2) repair, restore, rebuild, or raze said
building or buildings.
If Operator elects not to terminate this Agreement,then within sixty(60)days of the event, Operator shall
initiate restoration or razing activities and complete those activities and shall diligently pursue the same
to completion.
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 commence 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.
3. Operator abandons the Premises.Operator's intent not to re-occupy the Premises may be presumed
upon expiration of thirty(30) 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
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7. By or pursuant to, or under, any legislative act, resolution or rule, or any order of decree of any
court or governmental 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 arrearages 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.
Airport shall take precautions reasonable under the circumstances to prevent damage to Tenant's
aircraft during Operator's exercise of its rights under this Section 9.02(1).
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".
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 actual and reasonable costs and expenses incurred
by such re-letting not covered by the rentals, fees and charges received from such re-letting.
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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 thirty (30) days of such closure, and such closure negatively affects the
Operator's use of Premises.
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 thirty(30)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 thirty (30)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.
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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.
All remedies available to Operator are cumulative and no one remedy will be exclusive of another remedy
conferred by law or this Agreement.
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 water or electricity extension lines constructed and paid
for by Operator 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.
Operator shall retain title to all buildings and all other leasehold improvements installed by the Operator
upon the Premises and upon the expiration or earlier termination of this Agreement Operator,at Operator's
option, may (i) remove any such building or leasehold improvements, (ii) sell any such building or
leasehold improvements to a third party who shall promptly remove the same from the Premises, (iii) sell
any such buildings or leasehold improvements to a third party who shall enter into an ground lease with
Airport for the real property underlying such building or leasehold improvement, or (iv) sell any such
building or leasehold improvements to the Airport at a fair market value mutually agreed to by the Operator
and the Airport. Operator may not elect option(iii)above without the prior written consent of the Airport,
which consent shall not be unreasonably withheld, conditioned, or delayed. If the building is removed,
then within fourteen(14) days thereafter, Operator will remove the underlying supportive cement pads to
a depth of six(6)inches below grade.
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. The foregoing shall not apply to any aircraft,but Section 9.02(1) shall apply with
respect to removal of any aircraft not removed by the Operator.
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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
except as expressly set forth herein, 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.
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.
Notwithstanding anything to the contrary set forth above, Operator may, without the prior consent of the
Airport, assign all of its rights under this Agreement to(i)a parent,subsidiary, or affiliate, (ii)a purchaser
of all or substantially all assets related to this Agreement, or (iii) a third party participating in a merger,
acquisition, sale of assets or other corporate reorganization in which Operator is participating. Operator
shall notify the Airport in writing promptly following any such assignment.
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.
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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. If the taxes attributable to Operator's leasehold interest are assessed as part of a larger real
estate parcel or together with other leasehold interests, then Operator shall only be responsible for its pro
rata share of such real estate taxes based on the square footage of 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
performance by Operator in strict accordance with the terms of this Agreement.
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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: Airport Director
2790 Livingston Lane
Waterloo,Iowa 50703
If to Tenant,to: Air Methods Corporation
5500 South Quebec Street
Greenwood Village, CO 80111
Attn:_Area Manager
with copy to:
Air Methods Corporation
5500 South Quebec Street
Greenwood Village, CO 80111
Attn: Legal Department
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.
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Section 14.15 Entire Agreement
This Ground Site Lease Agreement constitutes the entire agreement between the parties. 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 actions have been
taken with regard to the authorization and execution of this Agreement,and that the individual(s)execution
of this 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 Air Methods Corporation
A Delaware Corporation
By C;Z,e„4„. By:
Quentin Hart,Mayor
By: Kelley Y-�elchle Title:
Kelley Felchle, City Clerk
15632728_x5
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Section 14.1.5 Entire Agreement
This Ground Site Lease Agreement constitutes the entire agreement between the parties. There are no
verbal or written agreements between the parties thatare 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 thein 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. 1.4.1.7 Third-tarty 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 Agreeimnt 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 actions have been
taken with regard to the authorization and execution of this Agreement,and that the individual(s)execution
of this 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 I 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 Air Methods Corporation
A Delaware Corporation
Quentin Hart, Mayor
By,_ Kellu �el�°hl� }r Title: Vice President NorthCentral
Kelley Pelchte,.City Clerk
15632728 v5
20