HomeMy WebLinkAboutLivingston Aviation, Inc.-6/27/2016LEASE AGREEMENT and FBO OPERATING AGREEMENT
This Lease Agreement and FBO Operating Agreement (the "Agreement") is entered into
as of , 2016, by and between the City of Waterloo, Iowa, acting by and
through the Waterloo Airport Board ("Lessor"), and Livingston Aviation, Inc., an Iowa
corporation ("Lessee").
WHEREAS, Lessor is the owner of certain real estate located in Waterloo, Black Hawk
County, Iowa, known as the Waterloo Regional Airport (the "Airport"), which includes
aeronautical facilities, buildings and other facilities necessary and useful in connection with
operation of the Airport; and
WHEREAS, Lessor has determined that fixed base operation activities should be
provided at a high level of service and are essential to the proper accommodation of the public,
airport users, and general and commercial aviation at the Airport; and
WHEREAS, Lessee is engaged in the business of providing aviation services and
conducting Airport activities, including but not limited to aircraft repair and maintenance, flight
training and instruction, aircraft storage and fuel service; and
WHEREAS, Lessee wishes to provide services as a non-exclusive fixed base operator at
the Airport as provided in this Agreement, and Lessor wishes to enter into this Agreement with
Lessee relative to such services;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein and for other consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Leased Premises. The subject matter of this Agreement is certain real estate
situated upon the Airport and described as:
• Hangars No. 1 & 2 (two sheet metal hangars), each measuring approximately 125'
x 125', more or less;
• Hangar No. 3 (a concrete hangar, aircraft repair shop), measuring approximately
100' x 160', more or less;
• Hangar No. 5 (a pre -fabricated steel frame hangar), measuring approximately
125' x 125', more or less, located west of T -hangars;
• One sheet metal garage, 24' x 30';
• Designated space for aircraft tie -downs and parking;
• The office building located southwesterly of the terminal; and
• Real estate immediately adjacent to and appurtenant to the above-described
buildings.
Lessee shall have the privilege of using the public portion of the Airport, including runways and
other public facilities, upon such terms and under such rules and regulations as now exist or may
hereafter be enacted by Lessor, and subject to all charges established by Lessor.
2. Agreement Term. The term of this Agreement shall be for eight (8) years,
commencing July 1, 2016 and ending June 30, 2024, unless sooner or later terminated as
provided in this Agreement, with rent as set out herein. Because the term exceeds three (3)
years, this Agreement is subject to approval by the Waterloo City Council as required by state
law and city ordinance.
3. Use of Premises. The leased premises may be used by Lessee for the following
purposes, with all use of common areas of the Airport to be non-exclusive with others:
a. Install, operate, maintain, repair, and store in the hangars and buildings described
in Section 1 all equipment necessary for the conduct of Lessee's business as a
fixed base operator, subject to the approval of Lessor if required in the interest of
safety.
b. Ingress and egress to and from the demised premises, which right shall extend to
Lessee's employees, passengers, guests, invitees, and patrons.
c. Locate, maintain and operate in and on the demised premises complete aircraft
servicing facilities; to sell aircraft, engines, accessories and parts; to sell all types
of aviation fuels and oil; to provide storage space for aircraft; to operate a repair
shop for the repairing and servicing of aircraft, engines, instruments, radio
equipment, propellers and accessories used in connection with said business. The
right to conduct such activities shall apply to aircraft of other persons as well as
aircraft owned by Lessee.
d. Give flying instructions, lease airplanes, provide pilots for operating planes and to
carry passengers and cargo for hire, all subject to the appropriate laws of the
Federal Government, the State of Iowa and the Ordinances of the City of
Waterloo, the rules and regulations of Lessor, the special field orders from the
Airport administrative office, and the requirements of the Federal Aviation
Administration ("FAA") and any other fully authorized government agency
having jurisdiction.
e. To use common areas of the Airport, including runways, taxiways, aprons,
roadways, landing lights, signals and other conveniences for the takeoff, flying
and landing of aircraft, in common with other authorized users.
f. To do such other things as may be specifically authorized from time to time in
writing by Lessor.
g.
To use the demised property for only the purposes specifically authorized herein.
4. Lessee Business Operations.
a. Lessee and those operating under agreement with Lessee, in the conduct of their
authorized business activities on the leased premises and the Airport, shall furnish
2
good, prompt, and efficient service adequate to meet the demands for service at
the Airport, and shall furnish such service on a fair, equal, and nondiscriminatory
basis to all users thereof, and shall charge fair, reasonable, and nondiscriminatory
prices for each unit of sale or services; provided however, that Lessee and those
operating under agreement with Lessee shall be allowed to make reasonable and
nondiscriminatory discounts, rebates, or other similar types of price reductions to
volume purchasers.
b. Lessee shall have all the rights and privileges to conduct all business operations
authorized under the terms of this Agreement, but shall not be required to conduct
any such business operation Lessee determines to be unprofitable, except as may
be required by the rules of Lessor or by operation of applicable laws. This
Agreement shall not be construed in any manner to grant Lessee, or those
claiming under it, the exclusive right to use the premises or facilities of the
Airport other than those premises leased exclusively to Lessee.
5. Rent. The rent for the leased premises shall be as follows, payable monthly in
advance on or before the first (1s`) day of each month:
July 1, 2016 — June 30, 2019
July 1, 2019 — June 30, 2021
July 1, 2021— June 30, 2024
$3,630.00
$3,738.90 (3% increase)
$3,851.07* (potential 3% increase)
The rent increase for the period from July 1, 2021 to June 1, 2024 shall be applied on a fiscal
year -by -fiscal year basis and only if, with respect to a given fiscal year, the total Airport tower
operations for the immediately preceding calendar year were at least 25,000 according to the
FAA's Air Traffic Activity System, and failing the attainment of that goal the rent for the
following fiscal year shall be $3,738.90 per month. Any delinquency shall, five (5) days after
the due date, accrue interest at the rate of one and one-half percent (1'A %) per month.
6. Fuel Flowage Fee. A fuel flowage fee of Seven Cents ($0.07) per gallon of all
aviation fuel sales, except for aviation fuel used for aircraft rental, charter, or flight service of
Lessee or used for commercial airlines, shall be payable to Lessor. The fuel flowage fee shall be
computed monthly and is due and payable within fifteen (15) days after the end of each month.
7. Accounting System. Lessee at all times during the term of this Agreement shall
keep at the principal office of Lessee, and in a system acceptable to Lessor, accurate books,
accounts, records, and receipts showing gross sales arising from all business conducted at the
leased premises, whether or not subject to rent payments, and Lessee shall preserve the same
until final adjustment as hereinafter set forth has been made.
8. Lessor to Inspect Records. Lessor shall have the right at all reasonable times
during the business hours of Lessee to inspect the books, accounts, records and receipts relative
to fuel sales incident to Lessor's investigation of Lessee's operations hereunder.
3
9. Monthly Reports and Payments of Rent. Lessee further agrees to furnish Lessor
on or before the 20th day of each calendar half-year of the Agreement term (i.e., January 20 and
July 20), a complete report for the preceding calendar half-year, showing in detail all gross sales
for the preceding calendar half-year, prepared in a manner satisfactory to Lessor as being a true,
correct, and complete statement of such gross sales in and from the leased premises as defined in
Section 7.
10. Objection to Lessee's Statements. If Lessor is not satisfied with any statement
previously rendered to it by Lessee, it may, at any time during any rental year under the term of
this Agreement and for a period of sixty (60) days following the end of each such year, give to
Lessee written notice of its dissatisfaction, stating in detail the manner in which the statement is
not satisfactory. Unless within twenty (20) days of the receipt of the notice Lessee has satisfied
Lessor as to such statement, Lessor shall be entitled to an audit performed on the books of
account of Lessee. The audit shall be by accountants acceptable to Lessor and to Lessee. If the
audit reveals any discrepancy in Lessee's statement on the basis of which rent payments found to
be due and owing are ten percent (10%) or greater than paid, Lessee shall be liable for the cost of
the audit. Otherwise, the cost of the audit shall be paid by Lessor. The result of the audit shall
be final and binding.
11. Other Documents. Lessor shall provide to Lessee a copy of the agenda and board
packet prior to each meeting of the Airport board at the same time such information is provided
to Airport board members. Lessee shall provide notice to Lessor regarding additions or deletions
to the list of based aircraft under tenancy or contract by Lessee, upon request by Lessor or within
thirty (30) days of any change in such list.
12. Building Maintenance.
a. Lessor shall at its own cost and expense take good care of the demised premises
and the buildings, structures or improvements at any time located thereon. Lessor
shall paint the interior and exterior of the buildings as required by prevailing
standards. Lessee shall maintain the furnaces and air conditioners in normal
working order, except as provided further below. Expenses for repair of items
shall be paid as set forth in the following paragraphs of this Section 12.
b. Lessee shall pay the first Five Hundred Dollars ($500.00) of such repairs as are
not routinely available from personnel employed by the City of Waterloo at the
Airport.
c. Lessor, in any event, shall pay for all structural repairs including repairs to the
roof, heating and cooling systems, electrical, plumbing and other structural
portions of the buildings. Lessee may make alterations to the leased premises that
do not affect the structural part of the buildings and which do not conflict with
any applicable laws, subject to the other provisions of this Agreement. All
alterations by Lessee shall comply with applicable building codes.
4
13. Security. It shall be the duty of Lessor to provide adequate security for all
property owned, leased, or otherwise held by Lessee, its employees, agents, subsidiaries, or
sublessees. Lessee shall employ reasonable measures to protect the leased premises against
unauthorized access.
14. Building Construction Repairs, Security for Liens. That whenever and as often as
Lessee shall erect or shall cause to have erected any building, structure or improvements on the
leased premises, and whenever and as often as it shall repair, rebuild, alter, enlarge or extend any
building, structure, or improvement which may from time to time be on the leased premises, or
cause the same to be done, it will in each instance:
a. Before commencing any erection, rebuilding, enlargement or extension, and
before commencing any repair, renovation, remodeling or alteration costing in
excess of $5,000.00, furnish to Lessor for approval the plans and specifications
for such work and an estimate from a responsible contractor showing the expense
of completing the work, and unless waived by Lessor, a bond or other security in
an amount, form and with surety satisfactory to Lessor, conditioned for the
commencement and loss or damage by reason of mechanic liens, and provide a
certificate of insurance to Lessor with an insurance company approved by Lessor
protecting and indemnifying Lessor from all liability to persons or property for
damages arising out of the contemplated work. Lessor shall within thirty (30)
days after receipt thereof approve or disapprove the plans and specifications and
notify Lessee as to the bond and security required. In the event of failure to
approve or disapprove or notify Lessee within said period, Lessee shall be
deemed authorized to proceed.
b. Whether or not the foregoing bonds, security, and insurance shall be waived,
Lessee shall:
1. Procure from the necessary authority all building permits required.
2. Do or cause the work to be done in a good and workmanlike manner and
to be completed within a reasonable time and in conformity with all
building codes, zoning ordinances, or regulations and orders of any lawful
authority applicable to the Airport.
3. Keep the premises and every building, structure and improvements on the
premises free and clear of all liens for labor performed and material
furnished therefor.
4. Defend, at its own cost and expense and in a timely manner, each and
every lien asserted or filed against said land, or any part thereof, or against
any building, structure or improvement thereon, and pay each and every
judgment made or given against said land, or building or any part thereof.
5
5. Indemnify and save harmless Lessor from each and every claim, demand,
action, and cause of action (including counsels and attorneys' fees),
arising out of or in connection with any act or omission of Lessee, or of
any agent, employee, or contractor of Lessee in or about the removal,
repair, erection, alteration, enlargement, or extension of any building,
structure, or improvement on the leased premises, arising out of or
connected with the assertion of the filing of any lien against any building,
structure, or improvements thereon.
6. Be responsible to promptly pay all project costs at the sole cost and
expense of Lessee.
15. Insurance on Buildings. It will be the obligation of Lessor to keep its respective
property interest in the premises leased hereunder and its liability in regard thereto, and the
personal property of Lessor which may be stored upon the leased premises, reasonably insured
against hazards and casualties; that is, fire and those items usually covered by extended
coverage. Such insurance may be made payable to the parties as their interests may appear,
except that Lessee's share of such insurance proceeds are hereby assigned and made payable to
Lessor as security for rent or other obligations then due and owing Lessor by Lessee hereunder.
In the event the City of Waterloo, Iowa, requires Lessor to reimburse it for the cost of insurance
now paid by the City of Waterloo, Iowa, on all buildings under the control of Lessor at the
Waterloo Regional Airport, Lessee must reimburse Lessor for the cost of fire and extended
coverage insurance on only those buildings which are subject of this Agreement.
16. Public Liability and Property Damage Insurance.
a. Lessee agrees to indemnify and hold harmless Lessor for loss, damage, or injury
from any act or omission of Lessee, its employees, agents, subsidiaries, licensees,
or sublessees, while on or about the Airport to any person or any property of
anyone, and Lessor shall not be liable to any extent for, nor will Lessee make any
claim against Lessor, for or on account of any injury, loss, or damage to the
demised premises, the buildings or structures thereon, the personal property and
facilities located therein, or to any person or property at any time on the demised
premises whether occasioned by fire, water, smoke, gas, electricity, or other cause
which may come or be on the demised premises or occasioned by any other cause.
b. Lessee shall carry owner's -landlord's and lessee's liability and aircraft liability
insurance on each aircraft owned and/or operated by Lessee at the Airport.
Lessee shall also carry aviation commercial general liability insurance, including
but not limited to coverage liability arising from products and completed
operations, and hangar -keeper's liability. All insurance shall be in at least the
following amounts and include Lessor as a named insured:
1. Owner's -landlord's and lessee's bodily injury insurance of $1,000,000.00
per person for all damages arising out of bodily injuries to, or death of,
any person.
6
2. Owner's -landlord's and lessee's property damage liability insurance of
$1,000,000.00.
3. Aircraft, bodily injury liability insurance of $1,000,000.00 for all damages
arising out of bodily injuries to, or death of, any person.
4. Aircraft passenger liability insurance of $1,000,000.00 for each passenger
seat.
5. Aircraft damage liability insurance of $1,000,000.00.
17. Lessee to Comply with Rules. Lessee shall comply with all laws of the United
States, State of Iowa, City of Waterloo, and the ordinances, rules, regulations, and orders of the
foregoing or any department thereof, including without limitation, the FAA and Federal Aviation
Regulation Part 139, or of Lessor relating to the leased premises and with respect to control of
ground and air traffic aircraft operations and the general use of the Airport.
18. Automatic Extension. In the event Lessee, through no fault of its own, suffers
loss by reason of being prevented, beyond a reasonable length of time, from using the public
portion of the Airport and the public facilities thereon, except that occasioned by meteorological
conditions, or in the event Lessee suffers loss because of any governmental agency by exercise
of its sovereign power and that loss extends beyond a reasonable length of time which stops,
suspends, or seriously limits Lessee's use of the public portions or public facilities of the Airport
and Lessee has no fault in the loss of such use, Lessee shall not be liable for any rent during such
periods, provided the leased premises are not used by Lessee or its sublessee. Furthermore, this
Agreement shall be extended beyond the original termination date for a time equal to the time
Lessee has been prevented from using the public portion or public facilities of the Airport, and
Lessee shall pay base rent for any such extended period. It is further agreed that in the event
Lessee is prevented from using the premises or the public portion of the Airport, Lessor shall not
be liable to Lessee other than the automatic extension of lease times as stated earlier.
19. Access to Services and Facilities. Lessee agrees to promptly pay all claims, in
addition to its rent, for all water, sewer, gas, electric and other service facilities or utilities
supplied to or consumed by Lessee on the demised premises.
20. Lessee's Business Confidential. Lessor and its agents shall use due care to treat
confidentially all matters pertaining to Lessee's business, except that which must become a part
of public record as required by law.
21. Erection of Signs. On the leased premises, Lessee shall be allowed to erect
suitable advertising signs to advertise its business, subject to the prior written approval of Lessor
as to the form, type, size, location, and method of installation and further subject to all applicable
laws including that of zoning and building.
7
22. Lessee's Right to Sublease or Assign. Lessee shall have the right to assign this
Agreement or to sublease the premises herein for any and all lawful purposes, subject to the
approval of Lessor (which approval shall not be unreasonably withheld). Lessee shall give to
Lessor notice of any such assignment or sublease within thirty (30) days.
23. Lessor's Right Upon Default. Each of the following occurrences constitutes a
default by Lessee:
a. Lessee fails to pay the rent as specified herein and such default continues for ten
(10) days after notice in writing in the manner hereinafter provided;
b. Lessee fails to observe and perform any of the other terms, covenants and
conditions of this Agreement, and such default shall continue for thirty (30) days
after such notice of default;
c. If a petition to reorganize Lessee or for an arrangement of its unsecured debts
shall be filed, or if Lessee shall be adjudicated bankrupt, or if a trustee of Lessee's
property is appointed by any court, or if Lessee makes a general assignment for
the benefit of creditors;
d. If all interest of Lessee in its property shall be taken by garnishment, attachment,
execution or other process of law; or
e. If the leased premises are abandoned or vacated.
Also see Section 33. In the event of a default, Lessor may terminate this Agreement upon
written notice in the manner provided herein, or upon thirty (30) days' written notice providing
an opportunity to cure if no other period is specified, and re-enter the premises. Lessee
covenants in case of such termination to indemnify Lessor against all loss of rents and expenses
which Lessor has suffered or paid because of the termination. In addition, Lessor may pursue all
other rights and remedies available under applicable law, including but not limited to injunctive
relief, ejectment or summary proceedings in unlawful detainer, and any or all legal remedies,
actions and proceedings. All such remedies shall be cumulative.
24. Condemnation. If it is in the public interest, Lessor shall have the power to
condemn this Agreement and the interest of Lessee hereunder, even though Lessor is itself a
party to this Agreement, unless such condemnation is for the purpose of a sale or lease, in which
event Lessee shall have a right of first refusal for thirty (30) days to match any bona fide sale or
lease proposal.
25. Quiet Enjoyment. Lessor covenants and agrees with Lessee that upon Lessee's
paying rent and continuing to perforrrr all the terms, covenants, and conditions of this
Agreement, Lessee shall, except for reasons beyond the control of Lessor, peaceably and quietly
have and hold the leased premises for the term of this Agreement. However, Lessor and its
agents or representatives shall have the right to enter the premises, to inspect the same for
operations conducted from the demised premises, and for the purpose of making repairs or
8
improvements to any adjoining premises or to the Airport and to install through or upon the
premises, such pipes, wires, and appurtenances as it may deem necessary or useful to the
operation of the Airport. Such repairs, improvements, or installations shall be done so as not to
materially interfere with the use and enjoyment of the premises by Lessee, except in an
emergency.
26. Notices. All notices required by law or this Agreement shall be given to the
parties as follows:
For Lessor: For Lessee:
Keith Kaspari, Director of Aviation
c/o Waterloo Regional Airport
2790 Airport Blvd.
Waterloo, IA 50703
Tim Newton, General Manager
Livingston Aviation, Inc.
2814 Betsworth Drive
Waterloo, IA 50703
All notices may be in writing or given personally, and those in writing shall be deposited in the
U. S. mail, postage prepaid, and addressed to the agent above stated or such other person as the
parties may from time to time designate in writing. Notice shall be deemed given as of the date
the notice is deposited in the U. S. mail.
27. Waiver of Breach. The waiver by Lessor or Lessee of any breach of any term,
covenant, or condition of this Agreement shall not be deemed to be a waiver of any subsequent
breach of the same or of any other term, covenant, or condition herein contained.
28. Severability. It is the intent of both parties that the provisions of this Agreement
shall be severable if a provision or application thereof shall be declared invalid.
29. Commitments to Federal or State Agencies. Nothing herein shall be construed to
prevent Lessor from making such commitments as it desires to the Federal government or to the
State of Iowa in order to qualify for the expenditure of Federal or State funds on the Airport.
30. Binding on Successors. All the terms, covenants, and conditions of this
Agreement shall be binding upon and inure to the benefit of the parties and the respective legal
representatives, successors, assigns, and subsidiaries of each.
31. Amendment. Any of the terms of this Agreement may be changed upon the
mutual written consent of Lessor and Lessee, executed with the same formalities as this
instrument.
32. Termination. If the buildings on the demised premises are destroyed, Lessor or
Lessee shall have the right to terminate this Agreement upon giving written notice to the other
party.
33. Nondiscrimination. Lessee, for itself, its personal representatives, successors in
interest, and assigns, as part of the consideration, covenants and agrees as a covenant running
9
with the land that in the event facilities are constructed, maintained, or otherwise operated on the
property described in this Agreement for a purpose for which a Department of Transportation
program or activity is extended for another purpose involving the provision of similar services or
benefits, Lessee shall maintain and operate such facilities and services in compliance with all
other requirements imposed 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 as said Regulations may be amended hereafter.
Further, Lessee for itself, its personal representatives, successors in interest and assigns, as a part
of the consideration hereof, does hereby covenant and agree that (1) no person shall, on the
grounds of race, color, or national origin, be excluded from participation in, denied the benefits
of, or be otherwise subjected to discrimination in the use of said facilities thereon, (2) that in the
construction of any improvements on, over, or under such land and the furnishings of services
thereon, no person shall, on the grounds of race, color, or national origin, be excluded from
participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that the
Lessee 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 as said Regulations
may be amended hereafter.
In the event of a breach of any of the above nondiscrimination covenants, Lessor shall have the
immediate right to terminate this Agreement and to re-enter and repossess the land and the leased
facilities, and hold the same as if this Agreement had never been made or issued.
34. Affirmative Action. Lessee assures that it will undertake an affirmative action
program as required by 14 CFR Part 152, Subpart E, to insure that no person shall on the grounds
of race, creed, color, national origin, or sex be excluded from participating in any employment
activities covered in 14 CFR Part 152, Subpart E. Lessee assures that no person shall be
excluded on these grounds from participating in or receiving the services or benefits of any
program or activity covered by this subpart. Lessee assures that it will require that its covered
suborganizations provide assurances to Lessee that they similarly will undertake affirmative
action programs and that they will require assurances from their suborganizations, as required by
14 CFR Part 152, Subpart E, to the same effect.
35. Additional Terms. The following additional terms are agreed to and made part of
this Agreement:
a. It is understood and agreed that nothing herein contained shall be construed to
grant or authorize the granting of an exclusive right within the meaning of Section
308 of the Federal Aviation Act of 1958.
b. Lessee agrees to furnish service on a fair, equal and not on an unjustly
discriminatory basis to all users thereof, and to charge fair, reasonable and not
unjustly discriminatory prices for each unit of service; provided, that Lessee may
10
make reasonable and non-discriminatory discounts, rebates, or other similar types
of price reductions to volume purchasers.
c. Lessor reserves the right (but shall not be obligated to Lessee) to maintain and
keep in repair the landing area of the Airport and all publicly -owned facilities of
the Airport, together with the right to direct and control all activities of Lessee in
this regard.
d. Lessor reserves the right further to develop or improve the landing area and all
publicly -owned air navigation facilities of the Airport as it sees fit, regardless of
the desire or view of Lessee, and without interference or hindrance.
e. Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport against obstruction, together with the right to
prevent Lessee from erecting, or permitting to be erected, any building or other
structure on the Airport which in the opinion of Lessor would limit the usefulness
of the Airport or constitute a hazard to aircraft.
f. During the time of war or national emergency, Lessor shall have the right to enter
into an agreement with the United States Government for military or naval use of
part or all of the landing area, the publicly -owned air navigation facilities and/or
other areas or facilities of the Airport. If any such agreement is executed, the
provision of this instrument, insofar as they are inconsistent with the provisions of
the agreement with the United States government, shall be suspended.
g.
It is understood and agreed that the rights granted by this Agreement will not be
exercised in such a way as to interfere with or adversely affect the use, operation,
maintenance or development of the Airport.
h. There is hereby reserved to the Lessor, 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 herein conveyed,
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.
This Agreement shall become subordinate to provisions of any existing or future
agreement between Lessor and the United States of America or any agency of it
as to the operation, development, or maintenance of the Airport, the execution of
which has been or may be required as a condition precedent to the expenditure of
federal funds for the development of the Airport.
36. Hazardous Operations. Hazardous operations are prohibited in the aircraft storage
hangars and may be conducted only in the aircraft repair and maintenance hangar. Those
11
operations include welding, torch cutting, torch soldering, doping, and spray painting. Fuel
transferring shall not be performed inside of any hangar facility.
37. No Partnership. Nothing in this Agreement shall, or shall be deemed or construed
to, create or constitute any joint venture, partnership, agency, employment, or any other
relationship between Lessor and Lessee nor to create any liability for one party with respect to
the liabilities or obligations of the other party or any other person.
38. Headings and Captions. All captions, headings or titles in the paragraphs or
sections of this Lease are inserted only as a matter of convenience and for reference and in no
way are intended to be part of this Agreement or in any way to define, limit, or describe the
scope of or intent of the particular section or paragraph to which they refer.
39. Entire Agreement. This Agreement contains the entire agreement between the
parties. None of the covenants, provisions, terms, or conditions of it shall in any manner be
modified, waived, or abandoned, except by written instrument duly signed by both parties.
40. Miscellaneous. Time is of the essence in the observance and performance of the
terms of this Agreement. Words or phrases herein, including the acknowledgments below, are to
be construed as in the singular or plural and as the appropriate gender, according to the context.
IN WITNESS WHEREOF, the parties have executed this Lease Agreement and FBO
Operating Agreement by their duly authorized representatives as of the date first set forth above.
LESSOR: CITY OF WATERLOO, IOWA, acting by and
through e WATERLOO AIRPORT BOARD
By: 1 ,
Hugh M. Field, Chairperson
STATE OF IOWA )
) ss.
BLACK HAWK COUNTY )
Acknowledged before me on J unc a 1 , 2016 by Hugh M. Field as Chairperson of
the Waterloo Airport Board.
[Lessee signature page follows]
12
Notary Public
r
A,
DEBRA K KNUDTSON
COMA+�yMIISJSSIO�N� NO.182381
LESSEE: LIVINGSTON AVIATION, INC.
BY: .e
Richard C Young, re is deiif
BY: —1 �aQ
Timothy Newton, Director
STATE OF IOWA )
) ss.
BLACK HAWK COUNTY )
Acknowledged before me on 15 , 2016, by Richard C. Young and Timothy
Newton as President and Director, respectively, of Livingston Aviation, Inc.
13
- 4.4 oma'' lY ov► nam
Notary Public
SUSAN HAMER
COMMISSION NO, 739903
MYCO�MMMISSIO EXPIRES
The foregoing Lease Agreement and FBO Operating Agreement was duly approved by the City
Council of the City of Waterloo, Iowa on JU'r e. 21 , 2016.
City of Waterloo, Iowa
By: J
Quentin M. Hart, Mayor
Attest
Suzy Sch es, City Clerk
STATE OF IOWA )
) ss.
BLACK HAWK COUNTY
Acknowledged before me on r)4 � , 2016 by Quentin M. Hart and Suzy
Schares, the Mayor and City Clerk, respectively, of the City of Waterloo, Iowa.
�,��•�.� NANCY 1-11GBY Notary Public
k Cmy coMMIS I p(PTR!
•
14