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HomeMy WebLinkAboutWaterloo Development Corporation - Ground_Lease_Agreement - 1.5.2026Docusign Envelope ID: 796F1AD4-00AD-4302-B437-5A115E425267 GROUND LEASE This Ground Lease (the "Lease") is entered into as of January 5, , 2026 by and between City of Waterloo, Iowa, as lessor ("Lessor"), and Waterloo Development Corporation, an Iowa nonprofit corporation, as lessee ("Lessee"). WHEREAS, Lessor is the owner or will become the owner certain real property in Waterloo, Black Hawk County, Iowa, as described Exhibit "A" attached hereto (the "Land"); and WHEREAS, Lessee desires to lease the Land and related interests from Lessor for development, construction, maintenance and operation of an athletic facility (the "Facility"), and for other purposes incidental and related thereto (together with the Facility, the "Project"). NOW, THEREFORE, in consideration of the mutual covenants and agreements to be kept and performed by the parties as set forth in this Lease, the parties hereby agree as follows: 1. Lease and Term. Lessor hereby leases to Lessee, and Lessee hereby rents and leases from Lessor, subject to each and all of the terms and conditions set forth herein, the Land, together with all associated rights, easements and appurtenant estates, subject to any zoning and other ordinances, covenants of record, and easements of record for public utilities, roads, highways and other purposes (collectively, the "Premises"). The Lease term shall commence on , 2026, unless extended or sooner terminated as provided by this Lease, and shall expire at 11:59 p.m. on the ninety-ninth (99th) anniversary of the commencement date, unless extended or terminated as provided by this Lease. 1.1. Condition of Premises. Lessee accepts the Premises in its present, AS -IS condition. Lessee acknowledges that it has had sufficient opportunity to examine the Premises and obtain knowledge of the physical condition of the Premises, as well as the state of its title, zoning, covenants, present use, streets, curbs and access thereto. Lessor shall have no duty to make any improvements or repairs to the Premises, or otherwise to ready it in any way for Lessee's use. 1.2. Holdover. Lessee shall have no right to occupy the Premises or any portion thereof after the expiration or termination of this Lease or of Lessee's right to possession, without Lessor's prior written consent, which consent may be withheld in Lessor's sole and absolute discretion. Acceptance of any holdover rent shall not constitute a waiver by Lessor of any re-entry or other rights of Lessor provided for under this Lease or by law, nor shall it be deemed an extension or renewal of the term of this Lease without a written election thereof by Lessor. 1.3. Parcel J. Lessor is not currently the owner of record of Parcel "J" as shown in Plat of Survey Doc. No. 2024-08091. Resolution No. 2024-183, passed on April 1, 2024, approved a real property charitable donation of the land for which Parcel "J" consists of. Lessor will diligently pursue the execution and recording of an instrument of conveyance for Parcel "J." In the event that Parcel "J" is not conveyed to Lessor, the parties shall reasonably cooperate to amend this Lease, but each party reserves the right to terminate this Lease upon written notice to the other. Docusign Envelope ID: 796F1AD4-00AD-4302-B437-5A115E425267 2. Rent. (a) Fixed Rent. The Lessee shall pay to the Lessor fixed rent for the Premises the amount of One Dollar ($1.00) per month, which shall be paid on the first day of each month during the term of this Lease. The fixed rent shall be payable at the office of the Lessor at the address on the signature page of this Lease or at such other place as is designated by the Lessor. (b) Additional Rent. For additional rent, the Lessee shall pay all costs and expenses of any kind or nature attributable to the Premises during the term of his lease. these costs and expenses shall include, but are not necessarily limited to, the following: utilities (that is, gas, water, electricity, and so forth); maintenance of the Premises, including, but not necessarily limited to, snow removal, sweeping of sidewalks, painting, window cleaning, glass replacement, repair and upkeep of heating, air conditioning, and ventilation systems, and repair and upkeep of plumbing and electrical systems; real estate taxes for the Premises, special assessments payable, which shall be prorated during the term of the Lease; all improvements placed on the Premises by the Lessee; and all insurance premiums relating to the Premises. The parties contemplate and understand that by the terms of this section, during the term of the Lease the Lessor will not incur any financial responsibility relating to the Premises that is not prepaid or reimbursed by the Lessee. 3. POSSESSION. Except as otherwise provided for by this Lease, the Lessor shall deliver possession of the Premises in the condition required by this Lease on or before the date specified for the commencement of the term of this Lease, subject to unavoidable delays beyond the Lessor's control. However, delivery of possession prior to the commencement date of this Lease shall not affect the expiration date of this Lease. If the Premises are not available to the Lessee for occupancy on the first day of the term, the Lessor shall not be liable to the Lessee for damages, but shall abate a pro rata part of the rent until the Premises are in the agreed condition at the commencement of the Lease term. 4. UNLAWFUL USE. The Lessee agrees not to commit or permit any act to be performed on the Premises or any omission to occur that will be in violation of any statute, regulation, or ordinance of any governmental body, that will increase the insurance rate on the building, or that will be in violation of any insurance policy carried on the Premises by the Lessor. The Lessee shall not disturb other occupants of the building by making any undue noise and shall not do or permit to be done in or about the Premises anything that will be dangerous to life or limb. 4.1. ENVIRONMENTAL PROVISIONS. For purposes of this Lease, hazardous substances shall be defined as any hazardous, toxic, or dangerous waste, substance (including, but not limited to, petroleum derivative substances or asbestos in any form that is or could become friable), or material defined as such, or for purposes of, any state, federal, or local environmental laws, regulations, decrees or ordinances, or in the Comprehensive Environmental Response Compensation and Liability Act, as amended, or in any so-called state or local "super fund,", "super lien," or cleanup lien law, or any other federal or state regulation, order, or decree relating to or imposing liability or standard of conduct concerning any such substances or material or any amendments or successor statutes thereto. Docusign Envelope ID: 796F1AD4-00AD-4302-B437-5A115E425267 (a) Lessor's Representations. To the best of Lessor's knowledge after reasonable inquiry, Lessor represents and warrants as follows: (i) No claim, lawsuit, agency proceeding or other legal, quasi -legal, or administrative challenge has been brought concerning the property, the operating of the property, or the existence of any hazardous substances thereon during Lessor's period of ownership. (ii) Lessor has not used the property for any industrial or commercial operation that utilizes hazardous substances. Owner is not aware of any such prior use of the property. (iii) Lessor has not spilled, discharged, released, deposited, or emplaced any hazardous substance on the property, whether in containers or other impoundments, or directly in the lands or waters of the property. Lessor is not aware of any such substances in or on the property. (iv) Lessor has not installed or affixed any asbestos -containing materials in the structures on the property. (v) Lessor has not affixed or installed any electrical transformers, fluorescent light fixtures or other electrical equipment containing PCBs in the property. (vi) Lessor has not installed any storage tanks, barrels, sumps, impoundments, or other containers or equipment (movable or fixed) for the containment of hazardous substances in any part of the property. (vii) No governmental entity has served upon Lessor any notice claiming any violation of any statutes, ordinances, or regulations or noting the need for any repair, construction, alteration, or installation with respect to the property and hazardous substances or radon, requiring any change in the means or methods of those conducting operation thereon. (b) Response. The parties may wish to decide prior to the Lease on the appropriate cleanup and/or legal response in case of contamination. 5. LESSOR'S ACCESS. The Lessor, its employees, and its agents shall have the right to enter the Premises at all reasonable times for the purpose of inspecting, cleaning, repairing, altering, or improving the Premises or to exhibit the Premises to prospective tenants, purchasers, or others. Nothing in this section shall be interpreted to require the Lessor to perform any such acts unless the Lessor is required to do so by other provisions of this Lease. The Lessor shall also be permitted to enter the Premises for the purpose of posting notices of non -responsibility for alterations, additions, and repairs. 3 Docusign Envelope ID: 796F1AD4-00AD-4302-B437-5A115E425267 6. IMPROVEMENTS, ALTERATIONS, AND REMODELING. The Lessee shall be permitted to perform the improvements, alterations, or remodeling on or to the Premises as set forth in Exhibit "B" attached to this Lease; provided, however, that they shall be done at the sole expense of the Lessee. Any other improvements, alterations, or remodeling shall be performed only with written consent of the Lessor. The Lessor shall not be permitted to make any improvements or alterations to the Premises without the written consent of the Lessee, except that the Lessee may make repairs to the Premises without the written consent of the Lessee in the event is reasonably appears that the Lessee has failed to make the repairs and the continued failure to make the repairs will result in a substantial diminution of the value of the Lessor's reversionary interest in the Premises. The cost of any such repairs made by the Lessor pursuant to this section may be charged to the Lessee as additional rent. 7. CARE OF PREMISES. All care, maintenance, and repair of the Premises shall be the sole responsibility of the Lessee and shall be performed at the discretion and expense of the Lessee. In the event that any such care, maintenance, or repair is performed by the Lessor or its designee, the Lessor shall be entitled to reimbursement for the expenses of the care, maintenance, or repair pursuant to the provisions contained in Section 2. 8. MANAGEMENT OF PREMISES. During the term of this Lease, the Lessee shall assume all management responsibilities and duties with respect to the Premises and any tenants of the Premises. The Lessee shall assume the right to collect and disperse as it deems appropriate all of the rents due from any tenants during the term of this Lease; provided, however, that in any dispersal the payment of rent pursuant to Section 2 shall be the Lessee's first priority. 9. WARRANTIES OF TITLE AND QUIET POSSESSION. The Lessor covenants that the Lessor has full right to make this Lease, and the Lessee shall have quiet and peaceful possession of the Premises during the term of this Lease as against the acts of all parties claiming title to or a right to the possession of the Premises. 10. ASSIGNMENT OR SUBLEASE. The Lessee may not assign or hypothecate this Lease or sublet the Premises or any part of them, whether by voluntary act, operation of law, or otherwise, without the prior written consent of the Lessor in each instance. Consent by the Lessor to one assignment of this Lease or to one sublease of the Premises shall not be a waiver of the Lessor's rights under this Lease to any subsequent assignment or sublease. The Lessor's rights to assign this Lease are and shall remain unqualified. No assignment shall release the Lessee of any of its obligations under this Lease. If the Lessee is a corporation, any transfer of this Lease through merger, consolidation, corporate reorganization, or liquidation or any transfer, hypothecation, or other change in ownership of the shares of voting stock of the Lessee resulting in a change in the present effective control of the Lessee by those persons or entities owning a majority of shares on the date of this Lease shall constitute an assignment of this Lease requiring the prior written consent of the Lessor. 4 Docusign Envelope ID: 796F1AD4-00AD-4302-B437-5A115E425267 11. FIRE AND OTHER CASUALTY. If fire or other casualty renders the Premises untenantable, this Lease shall terminate immediately, and any prepayments of rent shall be refunded pro rata by the Lessor. However, if the Premises can be repaired within ninety (90) days from the date of the event, the Lessor may allow the Lease to remain in full effect by mailing to the Lessee notice of that choice in writing, within thirty (30) days after the damage or destruction occurs, but rent for the period during which the Premises are untenantable shall be abated pro rata. 12. INSURANCE. The Lessee has the responsibility to provide coverage of the Premises by hazard and public liability insurance policies. The hazard insurance policies shall insure the Premises against loss or damage by fire and other perils as required by law and extended coverage endorsements. Property damage shall be insured against in the amount of at least Three Million Dollars ($3,000,000.00). Public liability insurance shall provide coverage at least in the amount of Two Million Dollars ($2,000,000.00) per incident. The payment of the premiums for this insurance shall be made by the Lessee as additional rent. In the event the Lessee chooses to maintain the current policies, any prepaid premiums shall be prorated as of the commencement of this Lease. At the request of the Lessor, the Lessee shall provide proof of insurance coverage required by this section. 13. SURRENDER. On the last day of the term of this Lease or on the sooner termination of it, the Lessee shall peaceably surrender the Premises in good condition and repair, reasonable wear and tear excepted, consistent with the Lessee's duty to make repairs as provided in section 6. On or before the last day of the term of this Lease or its sooner termination, the Lessee shall at its expense, remove all of its equipment from the Premises. Any property not removed shall be deemed abandoned. All alterations, additions, and fixtures, other than the Lessee's equipment, that have been made or installed by either the Lessor or the Lessee on the Premises shall remain as the Lessor's property and shall be surrendered with the Premises as a part of them. If the Premises are not surrendered at the end of the term or the sooner termination of this Lease, the Lessee shall indemnify the Lessor against any loss or liability resulting from delay by the Lessee in surrendering the Premises, including, without limitation, claims by any succeeding tenant founded on the delay. The Lessee shall promptly surrender all keys for the Premises at the place then fixed for payment of rent and shall inform the Lessor of combinations on any locks and safes on the Premises. In no event shall the Lessee be deemed to have abandoned the Premises or this Lease during the term of this Lease unless the Lessee first obtains written permission of the Lessor. The provisions of this section shall survive the termination of this Lease. 14. HOLDING OVER. In the event that the Lessee remains in possession of the Premises after the expiration of this Lease without the execution of a new lease, it shall be deemed to occupy the Premises as a tenant from month to month, subject to all conditions, provisions, and obligations of this Lease insofar as they can be applicable to a month -to -month tenancy. 15. NONPAYMENT OF RENT; DEFAULT. On the occurrence of any of the following events, the Lessor shall have the option to declare this Lease forfeited and the terms 5 Docusign Envelope ID: 796F1AD4-00AD-4302-B437-5A115E425267 ended and to reenter the Premises: (1) a rent payment from the Lessee to the Lessor is and remains unpaid in whole or in part for more than ten (10) days after it is due and payable; (2) the Lessee violates or defaults in any of the other covenants, agreements, stipulations, or conditions contained in this Lease and the violation or default continues for a period of thirty (30) days after written notice of the violation or default; or (3) the Lessee is adjudged bankrupt or files a petition in bankruptcy or for any arrangements under the bankruptcy code or becomes insolvent or has appointed a receiver of its property. 16. DEFAULT OF LESSOR. The Lessor shall not be deemed to be in default under this Lease until the Lessee has given the Lessor written notice specifying the nature of the default and the Lessor does not cure the default within thirty (3) days after the receipt of the notice or within such a reasonable time thereafter as may be necessary to cure the default where it is of a character that reasonably requires more than thirty (30) days to cure. 17. COVENANTS TO HOLD HARMLESS. Except in the case of negligence of the Lessor, its agents, or its employees, the Lessee agrees to save, hold harmless, and defend the Lessor against any liability for damages to any person or property in or about the Premises. The Lessor shall not be liable to the Lessee, its agents, employees, representatives, customers, or invitees for any person injury, death, or damage to property caused by theft, burglary, water, gas electricity, fire or any other cause, occurring on or about the Premises. All property kept, stored, or maintained in the Premises shall be so kept, store, or maintained at the sole risk of the Lessee. The Lessee agrees to promptly pay all sums of money with respect to labor, services, materials, supplies, or equipment furnished or alleged to have been furnished to the Lessee in or about the Premises. The provisions in this Section 17 shall be in addition to, and not a limitation of, the provisions in Section 4(b) of this Lease. 18. WAIVER OF SUBROGATION. The Lessor and the Lessee mutually waive as against each other any claim or cause of action for any loss, cost, damage, or expense as a result of the occurrence of perils covered by the Iowa Fire Insurance Policy and extended coverage endorsements. 19. MECHANIC'S LIENS. The Lessee agrees not to permit or allow any mechanic's or materialman's lien to be placed on the Lessor's interest in the Premises during the term of this Lease. However, if any such lien is place on the Lessor's interest, the Lessee shall take all steps necessary to see that it is removed within thirty (30) days of its being filed. The Lessee may contest the lien if the Lessee first posts a surety bond in favor of an insuring the Lessor in an amount equal to 125% of the amount of the lien. 20. NO PARTNERSHIP, JOINT VENTURE, OR FIDELITY RELATIONSHIP CREATED. Nothing contained in this Lease shall be interpreted as creating a partnership, joint venture, or relationship of principal and agent between the Lessor and the Lessee. The sole relationship created by this Lease is one of landlord and tenant. 21. CUMULATIVE RIGHTS. No right or remedy conferred on or reserved to the Lessor or the Lessee by this Lease is intended to be exclusive of any other right or remedy 6 Docusign Envelope ID: 796F1AD4-00AD-4302-B437-5A115E425267 provided by law. Each shall be cumulative and in addition to every other right or remedy, given herein or elsewhere, or hereafter existing at law, in equity, or by statute. 22. REASONABLE CONSENT. Except as otherwise provided in Section 4(b) of this Lease, whenever the Lessor's or Lessee's approval or consent shall be required by this Lease, that approval or consent shall not be arbitrarily or unreasonably conditioned, delayed, or withheld, and it shall be deemed to have been given unless within twenty (20) days after the request for approval or consent, the Lessor or the Lessee, as appropriate, notifies the requesting party that the Lessor or the Lessee, as appropriate, is denying approval or consent, stating in the notice the reasonable ground for the denial that the Lessor or the Lessee, as appropriate, is denying approval or consent, stating in the notice the reasonable ground for the denial. 23. ATTORNEYS' FEES. If any action at law or in equity is brought in court to recover any rent due under this Lease, to recover damages suffered because of any breach of this Lease, to enforce or interpret any of the covenants, terms, or conditions of this Lease, or to recover possession of the Premises, the prevailing party shall be entitled to recovery from the other party, as part of the prevailing party's costs, its reasonable attorneys' fees, the amount of which shall be fixed by the court and shall be made part of any judgment or decree rendered. 24. FURTHER ASSURANCES. In addition to any other information that reasonably may be requested, either party shall certify, at any time and from time to time, by written instrument duly executed and acknowledged, to any person, firm, or corporation specified in the request, the following information: (1) the existence of any supplement or amendment to this Lease, and, if any, the substance or manner of supplement or amendment; (2) the validity, force, and effect of this Lease, according to its tenor as then constituted; (3) the existence of any default under the Lease; (4) the commencement and expiration dates of the term of the Lease. The certification shall be without charge and shall be furnished within ten (10) days after written request to do so. The certificate may be relied on by the party requesting it and by any other person, firm, or corporation to whom it may be exhibited and delivered. The contents of the certificate shall be binding on the party executing it. 25. NOTICES. All communications, demands, notices, or objections permitted or required to be given or served under this Lease shall be in writing and shall be deemed to have been duly given or served if delivered in person to the other party or its duly authorized agent or if deposited in the United States mail, postage prepaid, for mailing by certified or registered mail, return receipt requested, or if telegraphed, by prepaid telegram, and addressed to the other party to this Lease to the address set forth to that party's signature at the end of this Lease, or if to a person not a party to this Lease, to the address designated by a party to this Lease. Any party 7 Docusign Envelope ID: 796F1AD4-00AD-4302-B437-5A115E425267 may change its address by giving notice in writing, stating its new address, to any other party in the manner described in this section. Commencing the tenth (loth) day after notice of a change of address is given, the newly designated address shall be that party's address for purposes of all communications, demands, notices, or objections permitted or required to be given or served under this Lease. 26. SUCCESSORS AND ASSIGNS. This Lease shall be binding and inure to the benefit of the parties to it and their respective assigns, executors, heirs, personal representatives, and successors. 27. SUBORDINATION. The Lessee agrees that at the Lessor's election this Lease shall be subordinate to any land lease, mortgages, or trust deeds that are now on or that may be placed on the Premises and to any and all advances to be made under those documents and to the interest conveyed by those documents and all renewals, replacements, and extensions of them. The Lessee appoints the Lessor as its attorney -in -fact to execute documents that may be required to accomplish this subordination. 28. AMENDMENT, MODIFICATION, OR WAIVER. No amendment, modification, or waiver of any condition, provision, or term of this Lease shall be valid or of any effect unless made in writing, signed by the party or parties to be bound or by its duly authorized representative, and specifying with particularity the extent and nature of the amendment, modification, or waiver. Any waiver by any party of any default by another party shall not affect or impair any rights arising from any subsequent default. 29. SEVERABLE PROVISIONS. Each provision, section, sentence, clause, phrase, and word of this Lease is intended to be severable. If any provision, section, sentence, clause, phrase, or word of this Lease is illegal or invalid for any reason, that illegality or invalidity shall not affect the validity of the remainder of this Lease. 30. ENTIRE AGREEMENT. This Lease contains the entire understanding of the parties to it with respect to the transaction contemplated by it and supersedes all prior agreements and understandings between the parties with respect to such subject matter. No representations, warranties, understandings, or promises, whether oral, implied, written, or otherwise, have been made by either party to this Lease to the other party unless expressly stated in this Lease or unless mutually agreed to in writing between the parties to this Lease after the date of this Lease. Neither party has relied on any verbal representations, agreements, or understandings not expressly set forth in this Lease. 31. CAPTIONS, HEADINGS, OR TITLES. All captions, headings, or titles in the paragraphs or sections of this Lease are inserted for convenience of reference only and shall not constitute a part of this Lease as a limitation or the scope of the particular paragraphs or sections to which they apply. 32. APPLICABLE LAW. This Lease shall be construed and enforced according to the laws of the state of Iowa. 8 Docusign Envelope ID: 796F1AD4-00AD-4302-B437-5A115E425267 IN WITNESS WHEREOF, the parties hereto have executed this Ground Lease by their duly authorized representatives as of the date first written above. CITY OF WATERLOO, IOWA WATERLOO DEVELOPMENT CORPORATION By: n8aD3 nnA4FF4z4_ By: David Boesen, Mayor Signed by: Name: Title: (—Signed by: bOt,Swt, Attest: ` F-F6OBC0rrBC64AB... Docusign Envelope ID: 796F1AD4-00AD-4302-B437-5A115E425267 EXHIBIT A Description of Land Parcel "K" as shown in Plat of Survey Doc. No. 2024-08092, Parcel "L" as shown in Plat of Survey Doc. No. 2024-12702, and Parcel "J" as shown in Plat of Survey Doc. No. 2024-08091. (Consisting of Tax Parcel No. 891323378026, Tax Parcel No. 891323378017, and part of Tax Parcel No. 891323378016) 10 Docusign Envelope ID: 796F1AD4-00AD-4302-B437-5A115E425267 See the appended Exhibit B. EXHIBIT B Site Plan 11