Suite H -BTALEASE OF LAND
THIS LEASE is made and entered into this I" day of December, 2020, by and between
City of Blair and City of Blair Airport Authority (hereinafter collectively referred to as
"AUTHORITY"), and BTA Hangars LLC, a Nebraska corporation (hereinafter referred to as
"TENANT").
WITNESSETH:
WHEREAS, AUTHORITY is the owner of a certain tract of land more particularly
described hereinafter, which tract is located at the Blair Municipal Airport located in Washington
County (sometimes hereinafter referred to as the "AIRPORT"); and
WHEREAS, AUTHORITY desires to lease said tract to TENANT and TENANT desires
to undertake the lease of said tract under the terms and conditions hereinafter set forth for the
purpose of operating and maintaining thereon an aircraft hangar for storage of aircraft and an
office to conduct the business as, but not limited to, a Fixed Base Operator (FBO) and a Charter
business, more particularly described hereinafter.
WHEREAS, AUTHORITY desires that this lease be subordinate to the provisions of any
existing or future agreement between AUTHORITY and the United States of America or any
agency thereof relative 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.
NOW, THEREFORE, for and in consideration of the premises and the mutual promises,
covenants and obligations hereinafter stated, the parties mutually agree as follows, to -wit:
ARTICLE I - TERM OF LEASE
1.1 LEASE TERM. The term of this Lease shall be for a period of Twenty -Five (25)
years commencing on December 1, 2020, which twenty-five (25) year term is subject to
extension as set forth in Paragraph 1.2 below (such term, as the same may be extended pursuant
to Paragraph 1.2 below, herein referred to as the "Term").
1.2 RENEWAL LEASE TERMS. TENANT and AUTHORITY may mutually agree to
renew this Lease for up to two (2) additional five (5) year terms by submitting a written notice of
intent to exercise renewal at least ninety (90) days prior to the end of the then current lease term.
Rent shall be determined in accordance with Paragraph 2.3 below. The Blair Airport Authority
shall have the option of purchasing the hangar TENANT has constructed on the Premises, on
expiration of the Lease, at fair market value. If the parties cannot come to mutually agreeable fair
market value, the parties shall determine the fair market value by the average amount of two (2)
appraisals. Each party shall obtain an appraisal by a qualified land appraiser at the party's own
expense. The parties may waive the appraisal if they can otherwise agree on the purchase price.
ARTICLE II - RENT
2.1 MONTHLY INSTALLMENTS. Except as otherwise provided in Section 2.lA
below, TENANT shall make monthly rental payments to AUTHORITY in advance beginning on
the Commencement Date equal to one -twelfth (1/12) of the annual rent as set forth below. Rental
payments shall be delivered to AUTHORITY at 218 South 161' Street, Blair, Nebraska, or at such
other place as AUTHORITY may hereafter from time to time, by notice, designate on or before
the first day of each month.
2.2 INITIAL RENTAL PAYMENTS. The initial annual rent shall be $.08 per square
foot of area comprising the Premises (to include square footage of building foot print and apron
area between building and AUTHORITY taxi lane and five (5) foot area adjacent to building on
which all walkways are constructed. Actual annual total rent due shall be sent to TENANT with
the first month's billing. All additional monthly payments shall be due per this agreement
without a monthly statement being sent. Said rent shall continue in effect until modified in
accordance with Paragraph 2.3 below.
2.3 RENT MODIFICATION. The initial rent shall be adjusted beginning on the third
anniversary of the Commencement Date and every third anniversary thereafter for the entire term
of this Lease. The rent shall increase as indicated on the schedule below:
2023 The average increase in the CPI for the U.S Department of Labor, Kansas City
Region for the preceding 36 months.
2026 The average increase in the CPI for the U.S Department of Labor, Kansas City
Region for the preceding 36 months.
2029 The average increase in the CPI for the U.S Department of Labor, Kansas City
Region for the preceding 36 months.
2032 The average increase in the CPI for the U.S Department of Labor, Kansas City
Region for the preceding 36 months.
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2035 The average increase in the CPI for the U.S Department of Labor, Kansas City
Region for the preceding 36 months.
2038 The average increase in the CPI for the U.S Department of Labor, Kansas City
Region for the preceding 36 months.
2041 The average increase in the CPI for the U.S Department of Labor, Kansas City
Region for the preceding 36 months.
2044 The average increase in the CPI for the U.S Department of Labor, Kansas City
Region for the preceding 36months.
2047 The average increase in the CPI for the U.S Department of Labor, Kansas City
Region for the preceding 36 months.
2.4 NO ABATEMENT. No abatement, diminution or reduction of the annual rental, or of
any additional rent or other charges required to be paid by TENANT pursuant to the terms of this
Lease, shall be claimed by, or allowed to, TENANT for any inconvenience, interruption, cessation
or loss of business or otherwise caused, directly or indirectly, by any present or future laws, order
or regulations, whether federal, state, county or municipal, or by any other cause or causes
beyond the control of AUTHORITY; provided that if as a result of such law, order or regulation
TENANT is prohibited from using the Premises for its intended purposes or otherwise materially
limited in the use of the Premises for its intended purposes, then TENANT shall have the right to
terminate this Lease upon thirty (3 0) days prior written notice to AUTHORITY.
2.5 CHARGES. AUTHORITY reserves the right to levy reasonable charges for the use of
AIRPORT facilities including, but not limited to, the right to impose charges in the nature of
landing and AIRPORT user's fees. TENANT agrees that use of the AIRPORT facilities by
TENANT (and any other users claiming through TENANT) may be conditioned upon payment of
reasonable charges, provided, however, that any such charges imposed by AUTHORITY
shall be assessed and charged in a uniform and non-discriminatory manner, and shall be
equitably apportioned among all persons or entities using AIRPORT facilities. TENANT shall
collect for and deliver to AUTHORITY on or before the tenth business day of each month, any
charges, taxes, or fees payable to AUTHORITY resulting from such use by TENANT or others
with the express or implied permission of TENANT.
2.6 REAL ESTATE TAXES AND UTILITY CHARGES. TENANT, as additional rent,
shall pay and discharge all such real estate taxes and assessments, and all such other
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charges and payments of any kind and nature whatsoever, extraordinary, as well as ordinary, and
whether or not now within the contemplation of the parties, imposed by any governmental or
public authority as shall, during the Term herein granted, be imposed or become a lien in respect
of the Premises or any part thereof or upon any building or appurtenance thereto, or any part
thereof, or which may become due and payable with respect thereto, and all charges for water,
gas, electricity, sewer, telephone and other public utility service or services furnished to the
Premises during the Term hereof, but only to the extent that such taxes, assessments and charges
are directly attributable to the Premises. AUTHORITY will cooperate with TENANT in making
the Premises a separate tax parcel on the records of the public taxing authorities. TENANT shall
also pay and discharge, as additional rent, all taxes and assessments which shall or may during
the term of this lease be charged, laid, levied, assessed or imposed upon, or become a lien upon
the personal property of TENANT in the operation of the Premises or in connection with
TENANT'S business conducted on the Premises, but only to the extent that such taxes,
assessments and charges are directly attributable to the personal property of TENANT. TENANT
shall be deemed to have complied with the foregoing covenants of this article if payment of any
such taxes, assessments, rents and charges, and other governmental impositions, duties and charges
is made by TENANT within the period during which payment is permitted without penalty or
interest, and TENANT shall immediately upon payment produce and exhibit to AUTHORITY
satisfactory evidence of such payment. TENANT may contest, in good faith, by appropriate
proceedings, at TENANT'S expense, any such taxes, assessments, charges or similar items,
provided that TENANT shall deposit with AUTHORITY a sum which shall be at least equal to
the amount of the item so contested. AUTHORITY may upon reasonable notice to TENANT pay
such contested item or items out of any sums so deposited in case of undue delay in the
prosecution of such proceedings, or if the protection of the property or of AUTHORITY'S interest
therein shall, in the reasonable judgment of AUTHORITY, require such payment; or at its option,
where such procedure is provided for by law, TENANT may pay such items under protest or
make proper deposit in court. When any such contested items shall have been paid or canceled,
any sums so deposited to cover them, and not applied by AUTHORITY as aforesaid, shall be
repaid to TENANT. Any documents required to enable TENANT to effect the foregoing shall be
executed and delivered by AUTHORITY on reasonable demand and in default thereof TENANT
may execute the same as attorney-in-fact of AUTHORITY.
In
ARTICLE III - DESCRIPTION OF PREMISES
3.1 REAL ESTATE. Subject to the terms and conditions herein expressed,
AUTHORITY hereby leases to TENANT and TENANT leases from AUTHORITY to have and
to hold, a tract of land, situated in the County of Washington, State of Nebraska and more
particularly described in Exhibit "A", which is attached hereto and made a part hereof by
reference (referred to throughout this Lease as the "Premises"), which tract consists of
21,275.09 square feet, more or less, located at the AIRPORT as Suite H TENANT shall
have reasonable access to the Premises, to include reasonable pedestrian, vehicular, and
aircraft access over other AIRPORT property, to include between Highway 133 and the
Premises and over such other portions of the AIRPORT as may be reasonably required in
connection with the TENANT'S use of the Premises as contemplated by the parties.
AUTHORITY reserves to itself, its successors and assigns, from the Premises, the right
to grant utility and drainage access to others over, under, through, across or on that part of the
Premises located within fifteen (15) feet of the outside boundary lines. In the event that a utility
proposes to install facilities above ground, TENANT shall have the right to require that such
facilities be installed under ground at TENANT'S expense. AUTHORITY, its assignees or
successors, with prior notice, may enter the Premises. Entry upon the premises by
AUTHORITY shall only be for the purposes of installing, replacing, maintaining, removing
and operating any and all utilities and drainage facilities or other necessary functions as
determined by the AUTHORITY. The reasonable access shall be granted and any facilities
installed in, on, or under the Premises only when necessary and only in a manner calculated to
impose the least possible disruption and/or interference with TENANT'S business operations and
no overhead facilities shall be installed which interfere with flight operations. Provided further,
AUTHORITY reserves unto itself, its successors and assigns, all gas, oil and mineral rights
beneath the surface of the Premises. If requested by TENANT, AUTHORITY shall cooperate in
obtaining from the public authority with zoning and subdivision authority over the vicinity in
which the AIRPORT is located, approval for a subdivision of the Premises as a platted lot
separate from the adjacent AIRPORT property.
3.2 NO ENCUMBRANCES. AUTHORITY represents and warrants that AUTHORITY is
the direct and beneficial owner of fee simple title to the Premises, free and clear of any exceptions
(including without limitation any deeds of trust, mortgages, security interests or other such
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encumbrances) other than the master documents and other agreements identified in
Paragraphs 4.3 and 6.7 herein and those items shown in the Title Commitment approved
by TENANT. AUTHORITY represents and warrants to TENANT that the Premises are not
subject to any exceptions that will have any adverse effect on TENANT'S use and enjoyment
of the Premises and the other rights granted herein other than the master documents and
other agreements identified in Paragraphs 4.3 and 6.7 herein.
ARTICLE IV - USE AND OWNERSHIP
4.1 USE. The Premises are to be used for a hangar facility for TENANT'S business
uses incidental thereto, or any other uses permitted under applicable laws and regulations.
Under no circumstances shall the hangar and office be used for residential purposes.
4.2 HIGH CLASS OPERATION. TENANT hereby covenants and agrees that throughout
the Term of this lease the appearance of the Premises and deportment of all personnel employed
therein as well as the appearance, number, location, nature and subject matter of all displays and
exhibits placed or installed in the Premises, and any exterior signs, lettering, announcements,
together with any lighting or other features pertinent thereto, shall at all times meet with
AUTHORITY'S reasonable approval and, if at any time any of the same be disapproved,
TENANT agrees to eliminate the grounds for such disapproval in such a reasonable manner and
within such reasonable time as may be specified by AUTHORITY in a written notice given by
AUTHORITY to TENANT.
4.3 COMMERCIAL AERONAUTICAL ACTIVITIES AUTHORIZED. TENANT may
conduct qualified commercial aeronautical activities as defined in the Minimum Standards on the
Premises, in compliance with Airport Authority rules and regulations.
4.4 USE OF TAXIWAY. Subject to the provisions set forth below, AUTHORITY hereby
grants to TENANT, its employees and invitees the non-exclusive right incidental to the operation
of the Premises, for the Term, as renewed, if applicable, in common with others entitled to a
similar use thereof, to use the taxiway as shown on Exhibit B, attached hereto and incorporated
by reference (the "Taxiway"), for aircraft ingress to and egress from the Premises,
provided however, that each portion of the Taxiway shall be used only for its intended purpose.
Notwithstanding anything contained herein to the contrary, AUTHORITY may at any time and
from time to time, in its sole discretion, change the design and/or configuration of the Taxiway
shown on Exhibit B, provided that TENANT shall at all times have reasonable aircraft ingress and
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egress to and from the Premises. TENANT shall, and shall cause its employees and invitees to,
abide by the rules and regulations for the use of the Taxiway as the same may be established from
time to time by AUTHORITY, provided that such rules and regulations are applicable uniformly
to all users of the AIRPORT.
4.6 AVIATION FUEL STORAGE. No aviation fuel may be stored on the Airport
Premises except in mobile refuelers which meet all Rules, Regulations, and Minimum Standards
as established by AUTHORITY and the Federal Aviation Administration or a storage system
meeting all EPA, state DEQ, NFPA, American Petroleum Institute (API), and FAA requirements
and approved by AUTHORITY. The parties mutually agree that none of the provisions contained
in this Article shall be construed as a guarantee by AUTHORITY of the supply of aviation fuel to
TENANT. For purposes of this Article, "aviation fuel" shall be defined as turbine fuel and
aviation gasoline or such other substances as may be used to fuel aircraft.
4.7 PEACEFUL POSSESSION. AUTHORITY warrants that it has good right to make
this Lease. AUTHORITY shall defend TENANT'S peaceable hold and enjoyment of the
Premises during the Term of this Lease and any term of renewal without any unreasonable
interruption by AUTHORITY or any other person rightfully claiming the Premises or otherwise
claiming the Premises through AUTHORITY except as provided within the Articles of this lease
and any amendments hereto.
4.8 ASSIGNMENT. The parties acknowledge and agree that TENANT may sell or
transfer rights under this Lease with respect to the hangar. AUTHORITY agrees that TENANT,
after providing written notice as well as a right of first refusal to AUTHORITY pursuant to
Article (1.2), may freely sell or assign its rights hereunder with respect to the hangar without
further approval from AUTHORITY so long as the assignment complies with all AUTHORITY
rules and regulations. Any such buyer of the hangar agrees in writing to assume TENANT'S
obligations under this Lease with respect to such hangar, and any sale or assignment by TENANT
of its rights with respect to this hangar shall release TENANT from any further liability or
obligation under this Lease with respect to such hangar. Except for sales or assignments of
hangar, TENANT shall not assign its interests in this Lease without the prior written consent of
AUTHORITY, which shall not be unreasonably withheld.
4.9 ENCUMBRANCES. TENANT may encumber its leasehold estate by mortgage, deed
of trust or other instrument in the nature of a mortgage or deed of trust. In such event the Trustee
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in said instrument, or payee or beneficiary in the note or other obligation secured by such
instrument, may deliver to AUTHORITY written notice showing the name and post office address
of such beneficiary, payee or Trustee. In the event such notice shall be given, then thereafter
AUTHORITY shall serve on such mortgagee, beneficiary, Trustee or payee, by certified mail at
the address given, or to any subsequent address thereafter given, a copy of every notice of default
thereafter served by AUTHORITY upon TENANT under the terms of this Lease, during the
existence of such mortgage or deed of trust. Such copy shall be mailed not later than one (1) day
after service of the original upon TENANT.
4.10 MORTGAGEE'S RIGHTS. In the event TENANT shall subject its leasehold estate
to the lien of a mortgage or deed of trust (the owner of the debt or a mortgage trustee acting on
behalf of such owner being hereinafter called the "Mortgagee") as security for the payment of a
loan as aforesaid, and in the event that TENANT shall fail while said mortgage or deed of trust is
a lien on the leasehold estate created hereby to perform any of the covenants and agreements in
this Lease by it to be performed, or shall cause or permit the happening of any event set forth in
Article XII hereof, then and in such event this Lease shall not be deemed to have terminated for a
default of TENANT unless:
A. TENANT shall have failed to remedy the default in the time allotted therefore to
TENANT in and by the terms of this Lease; and
B. AUTHORITY shall have given written notice of such failure on the part of
TENANT to rectify the default by certified mail, return receipt requested, postage
prepaid, addressed to the person and at the address specified fiom time to time by
the Mortgagee; and
C. Mortgagee shall have failed within thirty (30) days after the receipt of such notice
to: (1) cure the default or defaults if such default or defaults can be cured by the
payment of a sum certain in money (e.g., the payment of rent, taxes or insurance
premiums) or (2) commence foreclosure proceedings (whether judicial or non -
judicial) in the case such defaults or default cannot be cured by the payment of
money as provided in subdivision (1) of subsection C of this section; provided
that such commencement of foreclosure proceedings shall not be deemed to
preclude any such termination of this Lease unless (a) Mortgagee shall
prosecute such foreclosure proceedings with diligence; (b) Mortgagee shall
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cure every such default or defaults arising or continuing during the pendency of
such foreclosure proceedings, as can be cured by the payment of a sum certain in
money (e.g. the payment of rent, taxes or insurance premiums), within the thirty
(30) day period specified in Article XII; and (c) Mortgagee or its assigns shall
commence to remedy each such default under this Lease as cannot be cured by the
payment of a sum certain in money within thirty (30) days after acquiring in said
foreclosure proceedings title to said leasehold estate and possession of the premises
hereby. Mortgagee shall notify AUTHORITY immediately when foreclosure is
commenced. Upon the curing of all defaults in this Lease, Mortgagee may, at its
option, terminate or abandon any pending foreclosure proceedings. Mortgagee
may, during the times above provided, require, suffer or permit TENANT to cure
defaults in this Lease. The provisions hereof shall inure to the benefit of the
Mortgagee, its successor and assigns. The provisions hereof shall not become
operative until Mortgagee shall give AUTHORITY notice in writing of the
consummation of a loan to TENANT secured by a mortgage or deed of trust upon
TENANT'S leasehold estate, and the same shall cease to be operative, except as to
rights and obligations then accrued thereunder, when and as soon as said loan shall
be paid. In the event of a mortgage foreclosure sale as above provided, it is agreed
by and between AUTHORITY and TENANT that: With respect to defaults which
occurred prior to such sale, the purchaser at the sale shall have the right to
continue to cure such pre-existing defaults; provided that it shall proceed under and
in strict compliance with the provisions of this Section; and the purchaser at any
such foreclosure sale (even though it may be the Mortgagee) shall, from and after
its purchase, be entitled to possession of the Premises subject always to the terms
and conditions of this Lease; saving to such purchaser the right to continue to cure
pre-existing defaults as hereinbefore specified. In any and all events,
TENANT and Mortgagee and those claiming or to claim under either of them
shall have no right in or to the freehold, or to any improvements erected thereon,
by reason of anything stated herein or inferable from any provisions hereof, and no
authority, express or implied, to create, place or claim any lien or encumbrance of
any bind or nature whatsoever upon, or in any manner or by any act, bind or affect,
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the interest, estate or title of AUTHORITY in the premises or the improvements
thereon.
4.11 RIGHTS AND OBLIGATIONS ON FORECLOSURE. In the event of the
foreclosure of, or the taking of possession of the Premises pursuant to, the lien secured by any
mortgage or deed of trust on the leasehold estate, this Lease shall remain in full force and effect
and the purchaser in foreclosure or mortgage trustee in possession, as the case may be, shall
succeed to all the rights of TENANT hereunder. Such purchaser or mortgage trustee, whether the
Mortgagee or a third party, may continue the operation of the Premises only for the uses set forth
herein and all subleases shall remain in full force and effect, enforceable by such purchaser or
mortgage trustee according to the terms of said subleases.
4.12 ESTOPPEL CERTIFICATES. TENANT and AUTHORITY agree that from time to
time upon request of the other party, and within fifteen (15) days after receipt of such request,
TENANT or AUTHORITY, as the case may be, will execute and deliver said statements or
certificates as may be required by any lender or prospective purchaser of AUTHORITY or
any lender or prospective assignee or subtenant of TENANT (including any prospective hangar
unit purchaser or assignee), or other person regarding the status of this Lease, and the parties'
rights, and obligations herein, including, without limitation, dates to which rent has been paid, a
statement confirming that the Lease continues in full force and effect, an accurate statement as to
the status of knowledge as to any default by AUTHORITY or TENANT hereunder, and any other
matter reasonably requested by TENANT or AUTHORITY, as the case may be.
ARTICLE V — IMPROVEMENTS
5.1 TENANT'S IMPROVEMENTS. Subject to all restrictions and conditions set forth in
this lease, TENANT shall cause to be designed, constructed and installed upon and within
the Premises, at no cost to AUTHORITY, appropriate improvements to carry out the purpose of
this Lease, as previously expressed. Before TENANT installs any outdoor lighting, lighting plans
shall be approved by AUTHORITY and the FAA and shall be constructed so as not to cause a
glare to pilots using the AIRPORT. Prior to construction of any improvements, TENANT must
comply with all AUTHORITY rules and regulations, statutes of the United States and State of
Nebraska, FAA rules and regulations, and Corps of Engineers rules and regulations. TENANT
shall submit all plans for all proposed development and improvements to the Airport Manager, or
his designee, and to all other appropriate AUTHORITY officials. TENANT shall deliver all
preliminary plans such as site plans and all necessary alterations and construction forms
including FAA Form 7460 to the Airport Manager who shall forward such plans to the
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appropriate federal agencies for their approval. The preliminary plans shall show plot plans,
buildings and other structures, objects and facility locations and their elevations, and shall indicate
proposed exterior materials and finishes on all structures and objects. TENANT shall furnish to
AUTHORITY a set of "As Constructed" plans upon the completion of construction. Upon
termination of this lease for any cause whatsoever, all buildings and improvements constructed by
TENANT on the Premises and all fixtures appurtenant to such buildings and improvements shall
be and become the property of AUTHORITY.
5.2 PERFORMANCE AND PAYMENT BONDS. In the event TENANT shall be
required to furnish performance and payment bonds to any lending facility in connection with the
construction and completion of any improvements on the Premises, such bond shall! include
AUTHORITY as an additional insured. Any sums derived from said performance and payment
bonds shall be used for the completion of construction and the payment of laborers and material
suppliers.
5.3 CERTIFICATES OF COMPLETION. Upon the completion of TENANT'S
improvements, TENANT shall either submit to AUTHORITY sufficient documentation showing
completion of the improvements or a copy of its acceptance letter certifying completion, and a
certified copy of any certificate or permit which may be required by any federal, state or local
government or agency in connection with the completion or occupancy thereof by TENANT.
5.4 IMPROVEMENT MAINTENANCE. TENANT shall, throughout the Term of this
Lease, at its own cost, and without any expense to AUTHORITY, keep and maintain the
Premises, including all buildings and improvements of every kind which may be now or
hereafter constructed, in good, sanitary and neat order. Subject to Section 5.5 below, TENANT
shall restore and rehabilitate all TENANT'S improvements which may be destroyed or damaged
by fire, flood, casualty or any other cause whatsoever. AUTHORITY shall not be obligated to
make any repairs or replacements of any kind, nature or description, to TENANT'S
improvements.
5.5 DAMAGE TO AND DESTRUCTION OF IMPROVEMENTS. The damage,
destruction, or partial destruction of any of TENANT'S improvements shall not release TENANT
from any obligation hereunder, except as expressly provided in Paragraph 5.6 of this Article, and in
case of damage to or destruction of any such building or improvement, TENANT shall at its own
expense promptly repair and restore the same to a condition as good or better than that which
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existed prior to such damage or destruction. Without limiting such obligation of TENANT, it is
agreed that the proceeds of any insurance covering such damage or destruction shall be made
available to TENANT for such repair or replacement.
5.6 DAMAGE OR DESTRUCTION OCCURRING TOWARD END OF TERM
Anything to the contrary in the immediately preceding paragraphs of this Article
notwithstanding, in case of destruction of TENANT'S improvements or damage thereto from any
cause so as to make it untenantable during the last five (5) years of the Term hereof, TENANT
then, and only then, if not then in default hereunder, may elect to terminate this Lease by written
notice served on AUTHORITY within sixty (60) days after the occurrence of such damage or
destruction. In the event of such termination, there shall be no obligation on the part of TENANT
to repair or restore the building or improvements nor any right on the part of TENANT to receive
any proceeds collected under any insurance policies covering such building or any part thereof,
and the TENANT shall maintain insurance on the premises throughout the term of the lease and
any extensions thereto. The foregoing shall not prevent TENANT from recovering under any
policies of insurance not covering the building, including but not limited to policies covering
contents and business interruption. On such termination, the rent payable by TENANT to
AUTHORITY hereunder shall be prorated as of the date of termination, and in the event any rent
shall have been paid in advance, AUTHORITY shall rebate the same for the unexpired period.
5.7 ELECTION NOT TO TERMINATE. If, in the event of such destruction or damage
during the last five (5) years of the Term hereof, TENANT does not elect to terminate this Lease in
accordance with Paragraph 5.6, or if TENANT is not permitted to so terminate this Lease under
the terms of any mortgage or deed of trust then encumbering TENANT'S interest in the premises,
the proceeds of all insurance covering such damage or destruction shall be made available to
TENANT for such repair or replacement, and TENANT shall be obligated to repair or rebuild
TENANT'S improvements as above provided.
ARTICLE VI - FEDERAL AVIATION ADMINISTRATION PROVISIONS.
6.1 LANDING AREA. AUTHORITY reserves the right (but shall not be obligated to
TENANT) 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 reasonably direct and control all
activities of TENANT in this regard.
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6.2 AUTHORITY IMPROVEMENTS. AUTHORITY 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 desires or views of TENANT, and without interference
or hindrance.
6.3 NO OBSTRUCTIONS. AUTHORITY 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 TENANT from erecting, or permitting to be erected, any building or
other structure on the AIRPORT which in the reasonable opinion of AUTHORITY would limit
the usefulness of the AIRPORT or constitute a hazard to aircraft.
6.4 MILITARY USE. During time of war or national emergency, AUTHORITY 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 provisions of this instrument,
insofar as they are inconsistent with the provisions of the agreement with the Government, shall be
suspended. TENANT'S obligation to pay rent shall be suspended during any and all periods of
time during which the provisions of this Lease are suspended due to government use of the
AIRPORT's facilities which would prevent the normal operation of TENANT'S business unless
tenant is reimbursed by military.
6.5 NO INTERFERENCE. It is understood and agreed that the rights granted by this
Lease will not be exercised in such a way as to interfere with or adversely affect the use,
operation, maintenance or development of the AIRPORT.
6.6 PUBLIC AIRSPACE. There is hereby reserved to AUTHORITY 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 air space above the surface of the Premises together with a right to cause in said
air space such noise as may be inherent in the operation of aircraft, now known or hereafter used,
or navigation of or flight in the air using said air space for landing, taking off or operating on or
about the AIRPORT.
6.7 SUBORDINATION OF LEASE. This Lease shall be subordinate to the provisions of
any existing or future agreement between AUTHORITY and the United States of America or any
agency thereof relative 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
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Federal funds for the development of the AIRPORT. AUTHORITY will make reasonable efforts
to ensure that no such agreement shall unreasonably interfere with TENANT's use and
occupancy of the Premises under this Lease.
6.8 NO DISCRIMINATION.
A. TENANT, its successors in interest, and assigns, as a part of the consideration
hereof, does hereby covenant and agree as a covenant running with the land that
in the event facilities are constructed, maintained, or otherwise operated on the
AIRPORT for a purpose for which a Department of Transportation program or
activity is extended or for another purpose involving the provision of similar
services or benefits, TENANT shall maintain and operate such facilities and
services in compliance with all other requirements imposed pursuant to 49 CFR
Part 21, Nondiscrimination in Federally Assisted Programs of the Department of
Transportation, and as said Regulations may be amended.
B. TENANT, its successors in interest, and assigns, as a part of the consideration
hereof, does hereby covenant and agree as a covenant running with the land that:
(1) no person on the grounds of sex, race, religion, age, disability, color, or
national origin shall be excluded from participation in, denied the benefits of, or
be otherwise subjected to discrimination in the use of said facilities, (2) that in
the construction of any improvements on, over, or under such land and the
furnishing of services thereon, no person on the grounds of sex, race, religion,
age, disability, color, or national origin shall be excluded from participation in,
denied the benefits of, or otherwise be subjected to discrimination, (3) that
TENANT shall use the premises in compliance with all other requirements
imposed by or pursuant to 49 CFR Part 21, Nondiscrimination in Federally
Assisted Programs of the Department of Transportation, and as said Regulations
may be amended.
C. TENANT agrees to furnish service 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 of service; PROVIDED, that
TENANT may make reasonable and nondiscriminatory discounts, rebates, or
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other similar types of price reductions to volume purchasers or in connection with
promotional programs or special events.
6.9 NO EXCLUSIVE RIGHT. It is hereby understood and agreed that nothing
contained in this Lease shall be construed to grant or authorize any exclusive right within
the meaning of Section 308 of the Federal Aviation Act of 1958, as amended.
6.10 FEDERAL AVIATION ACT. TENANT agrees to comply with the
provisions of the Federal Aviation Act of 1958 (49 U.S.C. 1349 (a)), and any future
amendments or revisions thereof, any rules or regulations promulgated thereunder and any
provisions of any agreements providing federal assistance for development of AIRPORT entered
into by AUTHORITY and the United States or its agencies.
6.11 RADIO COMMUNICATION. TENANT shall not, by its activities, interfere
with radio communications, instrument landing systems, navigational aids, or flight
operations of AIRPORT. TENANT shall not transmit or send any radio signal from the
Premises with the exception that the tenant may send or transmit to any aircraft contacting
the Airport for services or directions relative to Airport operations and protocol. The
prohibition against transmission of radio signals from the Premises shall not be held to
apply to routine maintenance checks by authorized radio maintenance.
ARTICLE VII - UTILITIES, TAXES AND INSURANCE
7.1 TAXES AND ASSESSMENTS. TENANT shall pay all property taxes and
assessments of any nature levied on the Premises, only to the extent attributable to the Premises,
by an authorized governmental agency and shall provide written proof of payment to
AUTHORITY.
7.2 UTILITIES. TENANT shall pay all charges incurred for utility services
supplied to the Premises, including but not limited to charges for water, gas, electricity, sewer and
telephone.
7.3 INSURANCE COVERAGE OF PREMISES. TENANT shall, at all times during the
Term of this Lease, and at TENANT'S sole expense, keep all TENANT'S improvements which
may be hereafter erected on the Premises and the contents of such improvements insured against
loss or damage by fire, flood, lightning, extended coverage, and vandalism hazards for one
hundred percent (100%) of the full replacement value of such improvements, with loss payable to
15
TENANT and to AUTHORITY as an additional insured. Any loss adjustment shall require the
written consent of both TENANT and AUTHORITY.
7.4 GENERAL LIABILITY INSURANCE. TENANT shall maintain in effect throughout
the Term of this Lease commercial general liability insurance with a combined single limit not
less than $2,000,000 per occurrence, covering bodily injury and property damage. Such insurance
shall insure both TENANT and AUTHORITY and shall be so endorsed as to create the same
liability on the part of the insurer as though separate policies had been written for TENANT and
AUTHORITY. TENANT shall provide AUTHORITY with an updated Certificate of Insurance
on an annual basis. The Certificate shall indicate AUTHORITY as additional insured. TENANT
shall increase the limits of liability if required by State of Nebraska or ,other regulatory entity.
7.5 AUTHORITY'S RIGHT TO PAY PREMIUMS. All of the policies of insurance
referred to in Paragraphs 7.3 and 7.4 of this Article shall be issued by qualified insurance
companies reasonably approved by AUTHORITY. TENANT shall pay all of the premiums
therefor and deliver a copy of such policies, certificates thereof and amendments or endorsements
thereto, to AUTHORITY, and in the event of the failure of TENANT, either to effect such
insurance in the names or amounts herein called for or to pay the premiums therefor or to deliver
such policies, certificates, amendments and endorsements to AUTHORITY, AUTHORITY shall
be entitled, but shall have no obligation, to effect such insurance and pay the premiums therefor,
which premiums shall be repayable to AUTHORITY with the next installment of rental payment,
and failure to repay the same shall carry with it the same consequence as failure to pay any
installment or rental payment. Each insurer mentioned in this section shall agree, by endorsement
on the policy or policies issued by it, or by independent instrument furnished to AUTHORITY,
that it will give to AUTHORITY thirty (30) days written notice before the policy or policies in
question shall be altered or canceled. If such coverage terminates or is canceled or reduced,
TENANT shall within fifteen (15) days before such termination or within fifteen (15) days after
the date of such written notice from the insurer of such cancellation or reduction in coverage, file
with AUTHORITY a certificate showing that the required insurance has been reinstated or
provided through another insurance company or companies.
7.6 DEFINITION OF FULL REPLACEMENT VALUE. The term "full replacement
value" of improvements as used herein, shall mean the actual replacement cost thereof calculated
from time to time, less exclusions provided in the standard insurance policies. In the event either
16
party believes that the full replacement value (the replacement cost less exclusions) has increased
or decreased, it shall have the right, but, except as provided below, only at intervals of not less
than five (5) years, to have such full replacement value redetermined by the insurance company
which is then carrying the largest amount of insurance carried on the Premises (hereinafter
referred to as "impartial appraiser"). The party desiring to have the full replacement value so
redetermined by such impartial appraiser shall forthwith on submission of such determination to
such impartial appraiser give written notice thereof to the other party hereto. The determination of
such impartial appraiser shall be final and binding on the parties hereto, and TENANT shall
forthwith increase (or may decrease) the amount of the insurance carried pursuant to this Article as
the case may be to the amount so determined by the impartial appraiser. Such determination shall
be binding for a period of five (5) years, or until superseded by agreement between the parties
hereto or by a subsequent redetermination by an impartial appraiser. If during any such five (5)
year period TENANT shall have made improvements to the Premises, AUTHORITY may have
such full replacement value redetermined at any time after such improvements are made,
regardless of when the fall replacement value was last determined.
7.7 ADJUSTMENT OF COVERAGE. In the event that either party shall at any time
deem the limits of the personal injury or property damage public liability insurance then carried to
be either excessive or insufficient, the parties shall endeavor to agree on the proper and reasonable
limits for such insurance then to be carried and such insurance shall thereafter be carried with the
limits thus agreed on until further change pursuant to the provisions of this paragraph but, if the
parties shall be unable to agree thereon, the proper and reasonable limits for such insurance then
to be carried shall be determined by an impartial third person selected by the parties, on
application by either party made after thirty (30) days written notice to the other party of the time
and place of such application, and the decision of such impartial third person as to the proper and
reasonable limits for such insurance then to be carried shall be binding on the parties and such
insurance shall be carried with the limits as thus determined until such limits shall again be
changed pursuant to the provision of this section. The expenses of such detern- ination shall be split
equally between the parties.
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ARTICLE VIII - PROHIBITION OF INVOLUNTARY ASSIGNMENT
EFFECT OF BANKRUPTCY OR INSOLVENCY
8.1 EFFECT OF BANKRUPTCY. TENANT agrees that in the event any proceedings
under the Bankruptcy Act or any amendment thereto be commenced by or against TENANT,
and, if against TENANT, such proceedings shall not be dismissed before either an adjudication in
bankruptcy or the confirmation of a composition, arrangement, or plan or reorganization, or in the
event TENANT is adjudged insolvent or makes an assignment for the benefit of its creditors, or if
a receiver is appointed in any proceeding or action to which TENANT is a party, with authority to
take possession or control of the Premises or the business conducted thereon by TENANT, and
such receiver is not discharged within a period of ninety (90) days after his appointment, any such
event shall be deemed to constitute a breach of this Lease by TENANT and shall, at the election
of AUTHORITY, but not otherwise, without notice of entry or other action of AUTHORITY,
terminate this Lease and also all rights of TENANT under this Lease and in and to the Premises
and also all rights of any and all persons claiming under TENANT, provided that this Article VIII
shall not operate to terminate this Lease with respect to or any rights of any Mortgagee acting in
accordance with Sections 4.9, 4.10, 4.11, 4.12 and 12.1 hereof.
ARTICLE IX - LIENS AND SURETY BOND
9.1 TENANT'S DUTY TO KEEP PREMISES FREE OF LIENS. TENANT shall keep all
of the Premises and every part thereof and all buildings and other improvements at any time
located thereon free and clear of any and all mechanics', materialmen's, and other liens for or
arising out of or in connection with work or labor done, services performed, or materials or
appliances used or furnished for or in connection with any operations of TENANT, any alteration,
improvement, or repairs! or additions which TENANT may make or permit or cause to be made,
or any work or construction, by, for, or permitted by TENANT on or about the Premises, or any
obligations of any kind incurred by TENANT. TENANT shall at all times promptly and fully pay
and discharge any and all claims on which any such lien may or could be based, and indemnify
and hold harmless AUTHORITY and all of the Premises and all buildings and improvements
thereon against all such liens and claims of liens and suits or other proceedings pertaining thereto;
failure to do so shall constitute default. Provided further, that nothing herein contained shall be
construed to make TENANT the agent of AUTHORITY for the purpose of binding the Premises.
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9.2 CONTESTING LIENS. If TENANT desires to contest any such lien, it shall notify
AUTHORITY of its intention to do so within thirty (30) days after TENANT receives notice of
the filing of such lien. In the event TENANT elects to so contest such lien, TENANT shall not be
in default hereunder until thirty (30) days after the final determination of the validity thereof,
within which time TENANT shall satisfy and discharge such lien to the extent held valid. Provided
that in the event of any such contest, TENANT shall protect and indemnify AUTHORITY against
all loss, expense, and damage resulting therefrom.
9.3 SURETY BOND. TENANT shall require any contractor or subcontractors hired to
construct improvements on the premises to satisfy the requirements of AUTHORITY by
furnishing to AUTHORITY a bond with good and sufficient sureties, in an amount reasonably
fixed by AUTHORITY, and such bond shall be conditioned for the payment of any and all
materials, equipment and tools used in connection with the construction of such improvements,
and all insurance premiums, both for compensation and for all other kinds of insurance on said
work, and for all labor performed in such work whether by subcontractor or otherwise.
ARTICLE X - CONDEMNATION
10.1 TOTAL TAKE. If the whole of the Premises or TENANT'S improvements should
be taken by the exercise of the power of eminent domain by any public entity including
AUTHORITY, then in such case this Lease shall terminate as of the date of vesting of title in the
condemning authority.
10.2 PARTIAL TAKE. If less than the whole of the Premises should be taken in a
condemnation proceeding, then this Lease shall terminate only as to that portion of the Premises
so taken as of the date of the vesting in the condemning authority of title to such portion, but this
Lease shall remain in full force and effect with respect to that portion of the Premises not so
taken, provided that TENANT determines that the remainder of the Premises may be feasibly
used for the purposes contemplated by this Lease. The rent and other charges payable by
TENANT to AUTHORITY hereunder shall be abated and reduced in a ratio which the
diminution, if any, in the total ground area of the Premises, following such condemnation
proceeding, shall bear to the total ground area of the Premises at the time of such condemnation
proceeding.
10.3 POSSESSION BY TENANT. Notwithstanding any termination of this Lease in
whole or in part under Paragraphs 10.1 and 10.2 of this Article, TENANT may remain in
19
possession of such portion of the Premises as shall be so taken at the rent herein provided, until
the condemning authority shall require TENANT to surrender such possession. Any rent or
charge in the nature of rent which TENANT is required to pay to the condemning authority in
consideration of such remaining in possession shall be paid by TENANT and shall reduce pro
tanto the obligation of TENANT to payment hereunder.
10.4 CONDEMNATION AWARD. In the event of the termination of this Lease by a total
or partial taking or the continuation of this Lease after a partial taking, the proceeds of such
condemnation award attributable to TENANT'S leasehold interest in the Premises (including the
land and any improvements thereon) shall be paid to TENANT, and the portion of the
condemnation award attributable to AUTHORITY'S reversionary interest in the Premises shall be
paid to AUTHORITY. If AUTHORITY is the condemning authority, the amount of the
condemnation award shall in no event be less than the aggregate amount of all mortgage
indebtedness encumbering TENANT'S interest in the Premises.
ARTICLE XI - GENERAL PROVISIONS
11.1 RIGHT OF INSPECTION. AUTHORITY shall have the right, subject to the
restrictions set forth in this Section 11. 1, at all reasonable times during the Term of this Lease
after reasonable notice to TENANT to enter upon the Premises for the following purposes:
A. To inspect the Premises and all buildings and improvements thereon;
B. To effect compliance with any law, order or regulation of any lawful authority;
C. To make or supervise major repairs, alterations or additions; (This sub -paragraph
shall not be interpreted to impose any duty upon AUTHORITY to make or
supervise any such major repairs, alterations or additions);
D. To exhibit the Premises to prospective tenants, purchasers or other persons after
receipt from TENANT of TENANT'S intent not to renew this Lease; or at any time
during the six-month period prior to the date of expiration of the last renewal term
of this Lease; and
11.2 REDELIVERY OF PREMISES. TENANT shall pay the rent and all other sums
required to be paid by TENANT hereunder in the amounts, at the times, and in the manner herein
provided, and shall keep and perform all the terms and conditions hereof on its part to be kept and
performed, and, at the expiration or termination of this Lease, peaceably and quietly quit and
surrender to AUTHORITY the Premises in good order and condition subject to reasonable wear
20
and tear and the other provisions of this Lease. In the event of the non- performance by
TENANT of any of the covenants of TENANT undertaken herein after expiration of all cure
periods, this Lease may be terminated as herein provided.
11.3 REMEDIES CUMULATIVE. All remedies hereinbefore and hereafter conferred on
AUTHORITY shall be deemed cumulative and no one exclusive of the other, or of any other
remedy conferred by law.
11.4 PARTIES BOUND. The covenants and conditions herein contained shall, subject to
the provisions as to assignment, transfer, and subletting, apply to and bind the heirs, successors,
executors, administrators, and assigns of all of the parties hereto; and all of the parties hereto shall
be jointly and severally liable hereunder.
11.5 "TENANT" AND "AUTHORITY". As used in this Lease the term "TENANT"
means TENANT and the successors and assigns of TENANT; and the term "AUTHORITY'
means collectively and individually, City of Blair and Blair Airport Authority and their successors
and assigns.
11.6 WAIVING. Any failure of AUTHORITY to insist on performance of any of the
terms of this Lease shall not be construed as a waiver of such terms and the same shall remain in
full force and effect for the Term.
11.7 ACTS OF GOD. Except as otherwise provided herein, neither AUTHORITY nor
TENANT shall be liable for delays or defaults in the performance of this Lease due to Acts of
God or the public enemy, riots, strikes, floods, fires, explosions, accidents, governmental action of
any kind or any other causes of a similar character beyond the control and without the fault or
negligence of either party.
11.8 WHOLE CONTRACT. This document contains the entire agreement between the
parties and cannot be amended orally, but only by an instrument in writing signed by both parties.
11.9 NOTICE. Any notice, invoice or communication provided herein, shall be in
writing and considered completed and received twenty-four (24) hours after said notice, invoice
or communication is deposited in the United States mail by certified mail, return receipt requested,
addressed to TENANT, at 2785 Highway 133, Suite H, Blair, Nebraska 68008 and to
AUTHORITY, c/o Airport Manager, 218 South 16'h 'Street, Blair Nebraska 68008, with a copy to
Desirae Solomon, Airport Attorney, 1762 Washington Street, Suite 104, Blair, Nebraska 68008.
Notwithstanding the foregoing, any notice delivered by TENANT under Paragraph 1.3 hereof shall
21
be considered completed and received on the date on which the notice is deposited in the United
States mail by certified mail, return receipt requested, addressed to AUTHORITY at its address
above.
11.10 INDEMNIFICATION AGAINST ALL CLAIMS. TENANT shall indemnify,
defend and hold harmless AUTHORITY against any and all claims, damages, suits, and causes
of action for damages arising after the commencement of the Term hereof and against any order,
decrees and judgments which may be entered thereon, brought for damages or alleged damages
resulting from any injury or alleged injury to person or property or for loss of life alleged to
have been sustained in or about the Premises whenever any said alleged liability arises because
of any action or inaction of TENANT, its agents, contractors or subcontractors, but only to the
extent attributable to any action or inaction of TENANT or its agents, contractors or
subcontractors. TENANT'S indemnification obligations shall include but not be limited to
payment of all AUTHORITY'S reasonable attorney fees, consultant fees, and expert fees
involved in defending such claims, damages, suits and causes of action. TENANT'S
indemnification of AUTHORITY shall not be limited or restricted by the provisions of
Article VII of this Lease. However, TENANT shall not indemnify and hold harmless
AUTHORITY from any claims or damages arising out of the conduct or omission of
AUTHORITY or its agents. AUTHORITY shall indemnify, defend and hold harmless TENANT
against any and all claims, damages, suits, and causes of action for damages and against any
order, decrees and judgments which may be entered thereon, brought for damages or alleged
damages resulting from any injury or alleged injury to person or property or for loss of life
alleged to have been sustained on AIRPORT property not included within this lease (or on the
Premises prior to the Commencement Date) whenever any said alleged liability arises because of
any action or inaction of AUTHORITY, its agents, contractors or subcontractors.
AUTHORITY'S indemnification obligations shall include but not be limited to payment of all
TENANT'S reasonable attorney fees, consultant fees, and expert fees involved in defending such
claims, damages, suits and causes of action. AUTHORITY shall not indemnify and hold
harmless TENANT from any claims or damages arising out of the conduct or omission of
TENANT or its agents.
11.11 TIME OF ESSENCE. Time is expressly declared to be of the essence of this Lease,
and of each and every covenant, term, condition and provision hereof.
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11.12 VENUE AND CHOICE OF LAW. In the event that any actions or proceedings are
initiated with respect to this Lease, TENANT and AUTHORITY agree that the venue for any such
dispute shall be the court system of Washington County, and that this Lease shall be governed by
the laws of the State of Nebraska.
11.13 SEVERABILITY. If any term, covenant or condition of this Lease or the
application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable,
the remainder of this Lease, or the application of such term, covenant or condition to persons or
circumstances other than those as to which it is held invalid or unenforceable, shall not be affected
thereby and each term, covenant or condition of this Lease shall be valid and be enforced to the
fullest extent permitted by law.
11.14 HOLDING OVER BY TENANT. TENANT shall not acquire any right or interest
in the Premises by remaining in possession after termination of this Lease. During any such
period of holding over, TENANT shall be a tenant at will subject to all the obligations imposed
upon it by this Lease.
11.15 WITHHOLDING REQUIRED APPROVALS. Whenever the approval of
AUTHORITY or TENANT is required herein, no such approval shall be unreasonably requested,
withheld, conditioned or delayed.
11.17 INTERFERENCE STRUCTURES, AND OBSTRUCTIONS FORBIDDEN.
TENANT covenants and agrees that it will neither erect structures nor permit natural growths on
the Premises in such a manner as to create an obstruction to air navigation according to the criteria
or standards as prescribed in Part 77 of the Federal Aviation Regulations; or as to create electrical.
interference with radio communications between AIRPORT and aircraft, or to make it difficult
for fliers to distinguish between the AIRPORT lights and others, or to cause a glare in the eyes of
fliers using AIRPORT, or to impair visibility in the vicinity of the AIRPORT by lights, smoke, etc.,
or otherwise endanger the landing, taking off, or maneuvering of aircraft.
11.18 AIRPORT. AUTHORITY reserves the right to control all flight and ground
operations at AIRPORT; to promulgate reasonable rules and regulations and minimum
standards for the use of the AIRPORT; to set reasonable charges for the use of AIRPORT
services and facilities; to sell aviation fuel; and to enforce the laws of the State of
Nebraska, the rules and regulations of AUTHORITY, the provisions of the Federal
23
Aviation Act of 1958, as amended, and such other laws of the United States as pertain to the
lawful operation of AIRPORT.
11.19 COMPLIANCE WITH LAWS. The design of any facility (building or
restroom facility) shall comply with the "Americans with Disabilities Act of 1990 Accessibility
Guidelines," unless variances are received. It shall be the responsibility of TENANT to
warrant that all goods, services and/or work procured and/or performed under this Lease
shall conform to and/or be performed in compliance with all applicable federal,
state and local statutes, ordinances and codes including but not limited to the Americans
with Disabilities Act of 1990, local, building, plumbing, mechanical and electrical codes.
TENANT shall have the right to contest by appropriate legal proceedings in the name of
TENANT or AUTHORITY, or both, without cost or expense to AUTHORITY, the validity or
application of any law, ordinance, rule or requirement referred to above and
AUTHORITY agrees to cooperate with TENANT and will execute and deliver any
appropriate papers which may be necessary and proper to permit TENANT to contest the validity
or application of any such law, ordinance, order, rule or requirement. Failure to comply in any
manner with applicable statute, ordinances or codes shall result in said TENANT
replacing the goods, services and/or work performed in order to effect compliance or in
liquidated damages in the amount required to effect compliance with said statutes, ordinances,
and codes together with any costs associated with collection of said damages.
Additionally, AUTHORITY may, at its option cancel this contract in the event TENANT fails to
comply with all applicable provisions of the law, after notice of default is given and such default
persists after expiration of all cure periods in accordance with Article XII. These remedies shall
be in addition to any other remedies available in law or in equity.
11.20 MEMORANDUM OF LEASE. TENANT shall be entitled to record a
memorandum or short form of this Lease in the Office of the Register of Deeds, located in the
Washington County Court House at TENANT'S cost, and AUTHORITY shall execute and
acknowledge same within ten (10) days after TENANT'S request therefor.
11.21 ENVIRONMENTAL REGULATIONS.
A. TENANT agrees to the following environmental regulations:
1. Use and Storage of Hazardous Materials. TENANT shall not cause or
permit any Hazardous Materials, as defined in Paragraph 11.21(A)(5)
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N
3.
below, to be stored or used on or about the Premises by TENANT, its
agents or employees, except as may be lawfully permitted in connection
with operation of a fixed base operation and related facilities.
Compliance with Environmental Laws. TENANT shall at all times
and in all material respects comply with all local, state, and federal
laws, ordinances, regulations, and orders relating to industrial hygiene,
environmental protection, or the use, generation, manufacture, storage,
disposal, or transportation of Hazardous Materials on, about or from
the Premises (collectively "Environmental Laws").
Hazardous Materials Handling. TENANT shall, at its expense,
procure, maintain in effect, and comply with all conditions of any
permits, licenses, and other governmental and regulatory approvals
required for TENANT'S use of the Premises, including, without
limitation, discharge of materials or wastes into or through any
storm or sanitary sewer serving the Premises. Except for
discharges into the sanitary sewer, TENANT shall cause any and all
Hazardous Materials removed from the Premises to be removed and
transported solely by duly licensed haulers to duly licensed facilities
for disposal, recycling, reuse or other lawful disposition. TENANT
shall in all respects handle, treat and manage any and all Hazardous
Materials on or about the Premises in conformity with all applicable
Environmental Laws and prudent industry practices regarding the
management of such Hazardous Materials. Upon the expiration or
earlier termination of the Term of the Lease, TENANT shall cause all
Hazardous Materials to be removed from the Premises and to be
transported for use, storage, or disposal in accordance and
compliance with all applicable Environmental Laws; provided,
however, that TENANT shall not take any remedial action in
response to the presence of any Hazardous Materials in or about the
Premises, nor enter into any settlement agreement, consent decree, or
other compromise with respect to any claims relating to any
25
Hazardous Materials in any way connected with the Premises
without first notifying AUTHORITY of TENANT'S intention to do
so and affording AUTHORITY ample opportunity to appear, intervene, or
otherwise appropriately assert and protect AUTHORITY'S interest with
respect thereto. The foregoing notwithstanding, TENANT shall have
the right to take emergency response action in accordance with
Environmental Laws in the event of a release or threat of a release of
Hazardous Material, provided AUTHORITY is given written notice of
such action as soon as is reasonably practicable.
4. Notices, If at any time TENANT shall become aware, or has
reasonable cause to believe, that any Hazardous Material has
come to be located on or about the Premises in violation or
potential violation of Environmental Laws, TENANT shall, immediately
upon discovering such presence or suspected presence of the
Hazardous Material, provide AUTHORITY with written notice of
that condition. In addition, TENANT shall immediately notify
AUTHORITY in writing immediately upon notice of, or receipt by
TENANT of (i) any enforcement, cleanup, removal, or other
governmental or regulatory action instituted or threatened pursuant to any
Environmental Laws, (ii) any claim made or threatened by any person
against TENANT or the Premises relating to damage, contribution,
cost recovery, compensation, loss, or injury resulting from or claimed
to result from any Hazardous Materials, and (iii) any reports made to
any local, state, or federal environmental agency arising out of or in
connection with any Hazardous Materials on or removed from the
Premises, including any complaints, notices, warnings, or asserted
violations in connection therewith. TENANT shall also supply
to AUTHORITY as promptly as possible, and in any event within
five (5) business days after TENANT first receives or sends the
same, copies of all claims, reports, complaints, notices, warnings, or
asserted violations relating in any way to the environmental condition
got
of the Premises or TENANT'S acts or omissions with respect thereto.
TENANT shall keep on file and upon written request, promptly
deliver to AUTHORITY copies of hazardous waste manifests
reflecting the legal and proper disposal of all Hazardous Materials
removed fiom the premises.
5. Definition of Hazardous Materials. As used in this Lease,
"Hazardous Material" or "Hazardous Materials" means any
hazardous or toxic substances, materials or wastes, including, but not
limited to, those substances, materials, and wastes listed in the United
States Department of Transportation Hazardous Materials Table (49
CFR 172.101) or by the Environmental Protection Agency as
hazardous substances (40 CFR Part 302) and amendments thereto, or
such substances, materials and wastes which are or become regulated
under any applicable local, state or federal law including, without
limitation, any material, waste or substance which is (i) petroleum or
a petroleum distillate, (ii) asbestos, (iii) polychlorinated biphenyls,
(iv) defined as a "hazardous waste" pursuant to the Resource
Conservation and Recovery Act, 42 U.S.C. §6901, et seq. or (v)
defined as a "hazardous substance" pursuant to the Comprehensive
Environmental Response, Compensation, and Liability Act, 42 U.S.C.
§9601, et seq.
B. TENANT shall indemnify, defend and hold harmless AUTHORITY, its
officer, employees, successors and assigns, from and against any and
all claims, liabilities, penalties, fines, judgments, forfeitures, losses,
damages (including damages for the loss or restriction on use of rentable or
usable space or of any amenity of the Premises) costs, or expenses
(including reasonable attorneys' fees, consultant fees, and expert fees) for
the death of or injury to any person or damage to the Premises or any
property whatsoever, arising from or caused in whole or in part, directly or
indirectly, by TENANT'S failure to comply with any Environmental Laws or
any covenants, terms or conditions relating to environmental matters in this
27
Lease. TENANT'S obligations under this Paragraph 11.21(B) shall include,
without limitation, and whether foreseeable or unforeseeable, any and all costs
incurred in connection with any investigation of the condition of the
Premises, and any and all costs of any required or necessary repair, cleanup,
decontamination or remediation of the premises and the preparation and
implementation of any closure, remedial action, or other required plans in
connection therewith. TENANT'S obligations under this Paragraph 11.21(B)
shall survive the expiration or earlier termination of the Term of the Lease.
AUTHORITY shall indemnify, defend and hold harmless TENANT, its
officers, employees, successors and assigns, from and against any and
all claims, liabilities, penalties, fines, judgments, forfeitures, losses,
damages (including damages for the loss or restriction on use of rentable or
usable space or of any amenity of the Premises) costs, or expenses
(including reasonable attorneys' fees, consultant fees, and expert fees) for
the death of or injury to any person or damage to the Premises or any
property whatsoever, arising from or caused in whole or in part, directly or
indirectly, by AUTHORITY'S failure to comply with any Environmental
Laws with respect to the Premises prior to the Commencement Date, or with
respect to other AIRPORT property either prior to or after the
Commencement Date. AUTHORITY'S obligations under this Paragraph
11.21(B) shall include, without limitation, and whether foreseeable or
unforeseeable, any and all costs incurred in connection with any
investigation of the condition of the Premises, and any and all costs of any
required or necessary repair, cleanup, decontamination or remediation of the
premises and the preparation and implementation of any closure, remedial action,
or other required plans in connection therewith. AUTHORITY'S obligations
under this Paragraph 11.21(B) shall survive the expiration or earlier termination
of the Term of the Lease.
C. Notwithstanding any provisions of this agreement to the contrary, but subject to
the restrictions set forth in Section 11. 1, AUTHORITY shall have the right
to enter and inspect the Premises, upon reasonable advance written notice
28
and in a manner so as not to unreasonably interfere with the conduct of
TENANT'S business, to investigate the presence or potential presence of
Hazardous Materials on the Premises in violation of Environmental Laws.
During such inspection, AUTHORITY shall have the right to visually
inspect the Premises and to take such soil, sludge or groundwater samples
and conduct such tests as it may determine, in its sole discretion, to be
necessary or advisable. AUTHORITY shall pay for the costs of such
investigations; provided, however, that if the results of such investigation
indicate the presence of Hazardous Materials on or about the Premises due
to TENANT'S failure to comply with any Environmental Laws or any
covenants, terms or conditions relating to environmental matters in this
Lease, then TENANT shall fully reimburse AUTHORITY for such expense
within thirty (30) days of receiving AUTHORITY'S written request for
reimbursement.
D. Notwithstanding any provision of this agreement to the contrary, AUTHORITY
represents and warrants to TENANT to the best of AUTHORITY'S
knowledge, the Premises do not contain any Hazardous Materials as defined
above which would require remedial work, investigation, monitoring or other
action under the Environmental Laws as of the date of this agreement.
ARTICLE XII - TERMINATION
12.1 DEFAULT — BY TENANT. If TENANT shall fail to perform, keep and observe
any of the terms, covenants, conditions, or agreements herein contained on the part of TENANT
to be performed, kept and observed, including payment of rent or charges, TENANT shall be in
default. AUTHORITY may give TENANT written notice (as provided in Paragraph 11.9 herein)
to correct or cure such default which notice shall set forth in detail the facts alleged to constitute
said default. If any such default shall continue for thirty (30) days after receipt of such notice by
TENANT, AUTHORITY may either: 1) physically barricade any taxiway which provides access
to TENANT'S Premises, or, 2) give TENANT written notice of termination which notice
shall specify the date of termination which shall not be earlier than thirty (30) days after the
receipt by TENANT of such written notice of termination. After receipt of such written notice of
termination by TENANT, TENANT shall have the further right to correct or cure any default
29
specified by TENANT within such thirty (30) day period. If such default is not corrected or cured
prior to the termination date specified in such notice, this Lease shall then terminate on such date
as if it were the day herein definitely fixed for the end and expiration of this Lease and the Term
thereof. TENANT shall not be deemed to be in default, if prior to the date specified in any notice
it takes action to correct the specified default and in good faith diligently proceeds therewith to
completion even though said default may not be fully corrected within the time specified in the
notice. Notwithstanding anything herein to the contrary, if TENANT fails to pay rent or charges
on the date said rent or charges are due, said failure shall constitute default. If said charges and
rents, plus interest hereinafter specified, are not received within thirty (30) days after
TENANT'S receipt of notice from AUTHORITY stating that the rent and charges are
delinquent, then AUTHORITY may, subject to the mortgagee's rights under paragraph 4.10,
terminate this Lease for said default.
12.2 REMEDIES FOR DEFAULT. In the event that AUTHORITY shall at any time
terminate this Lease for any default, all title to TENANT'S improvements (but not TENANT'S
personal property) shall pass to AUTHORITY upon the date of termination of this Lease.
Furthermore, in addition to any other remedy it may have, AUTHORITY may recover from
TENANT all damages incurred by reason of such default, including, but not limited to the cost of
recovering the Premises and amount of rent and charges owed to AUTHORITY for the remainder
of the Term (not including any renewals thereof which have not been exercised by TENANT), all
of which amounts shall be immediately due and payable from TENANT to AUTHORITY.
12.3 AUTHORITY'S RIGHT TO PERFORM. In the event that TENANT by failing or
neglecting to do or perform any act or thing herein provided by it to be done or performed, shall
be in default hereunder and such failure shall continue for a period of ten (10) days after written
notice from AUTHORITY specifying the nature of the act or thing to be done or performed, then
AUTHORITY may, but shall not be required to, do or perform or cause to be done or performed
such act or thing (entering on the Premises for such purposes, if AUTHORITY shall so elect),
and AUTHORITY shall not be or be held liable or in any way responsible for any
loss, inconvenience, annoyance, or damage resulting to TENANT on account thereof, and
TENANT shall repay to AUTHORITY on demand the entire reasonable expense thereof,
including compensation to the agents and employees of AUTHORITY. Any act or thing done by
AUTHORITY pursuant to the provisions of this section shall not be or be construed as a waiver
of any such default by TENANT, or as a waiver of any covenant, term, or condition herein
contained or the performance thereof, or of any other right or remedy of AUTHORITY,
hereunder or otherwise. All amounts payable by TENANT to AUTHORITY under any of the
provisions of this Lease, if not paid when the same become due as in this Lease provided, shall
bear interest from the date they become due until paid at the rate of the prevailing prime interest
rate plus one percent, compounded annually.
12.4 DEFAULT — BY AUTHORITY. Failure on the part of AUTHORITY to comply
with the terms and provisions of this Lease shall constitute a default and shall authorize TENANT
to terminate this Lease in addition to all other legal and equitable rights and remedies under the
law, provided that AUTHORITY shall in no event be charged with default in the performance of
any of its obligations hereunder unless and until AUTHORITY shall have failed to perform such
obligations within sixty (60) days after written notice by TENANT to AUTHORITY properly
specifying wherein AUTHORITY has failed to perform any such obligation; notwithstanding
anything to the contrary contained herein, no default shall be declared under this Paragraph so long
as AUTHORITY takes reasonable action (considering time of year, weather, availability of
workmen, materials and the like) within the sixty (60) day period to remedy the default and
proceeds to completion of the cure as soon as reasonably practicable.
ARTICLE XIII - CONFLICT OF INTEREST
13.1 CONFLICT OF INTEREST. TENANT represents and warrants that no officer,
employee, or agent of AUTHORITY has been or will be employed, retained, paid a fee, or
otherwise has received or will receive any personal compensation or consideration by or fiom
TENANT, or any of TENANT'S officers, employees or agents in connection with obtaining,
arranging, or negotiation of this Lease or other documents or agreements entered into or executed
in connection therewith.
ARTICLE XIV - WAIVER OF LANDLORD LIEN
14.1 WAIVER OF LANDLORD LIEN. AUTHORITY hereby waives any and all rights
it may have, whether by statute or otherwise, to any lien, charge or attachment against any of
TENANT'S personal property, whether as security for TENANT'S obligations under this
Lease or for any other reason or purpose. It is agreed by the parties that any person who
holds a security interest, or interest as lessor, in any such property of TENANT shall have
the right to enter onto the Premises before any termination of the Term of this Lease (or
31
TENANT'S right to possession of the Premises), for the purpose of removing any such
property from the Premises. AUTHORITY agrees that, within fifteen (15) days after
receipt of a written request from TENANT, AUTHORITY will execute and deliver such
statements or certificates as may be required by any person regarding the status of this
Lease, and the parties' rights, and obligations herein, including, without limitation, an
accurate statement as to the waiver contained in this Paragraph 14.1.
[ Signatures on following page ]
32
IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year
first above written.
DATED this day of Allel-K ��r�" , 2020.
WI ' SS BTA Hangar
WI SS A`ORT ORITY Off' THE
CITY OF BL IR
STATE OF NEBRASKA )
) ss.
COUNTY OF WASHINGTON )
On this i� day of Ay CW/ /v c r; 2020, before me appeared
of BTA Hangars LLC, a Nebraska limited liability
company, to e personally known, who, being duly sworn, did say that he is authorized to
execute the foregoing instrument on behalf of said entity and acknowledged to me that he
executed the same for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in
the County and State aforesaid, the day and year first above written.
GENEiI NO - State of Nebraska
gs EMIDA R WHEELER
.. � f t j �;mni. Ev. June 20, 2024
My commission expires
33
/ �1(j/1
Notary Public
STATE OF NEBRASKA )
) ss.
COUNTY OF WASHINGTON )
On this day of c���r� �c?� - 2020, before me appeared
ao?a r a .F of City of Blair Airport
Authorily, to me personally known, who, being duly sworn, did say that he is authorized to
execute the foregoing instrument on behalf of said entity and acknowledged to me that he
executed the same for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in
the County and State aforesaid, the day and year first above written.
My commission expires
�sGz�
Notary Public
GENERAL NOTARY - State of Nebraska
BRENDA R WHEELER
My Comm. Exp. June 20, 2024
34
-GRAPHtcscALE
0' 60' X00'
ties -
9,r,�''q� Gz
EXHIBIT "A"
NORTH QUARTER CORNER
SECTION -30 - T17N - R12E i
FOUND AXLE SHAFT
0.33` WEST TO T FENCE POST 1
6.6' SW TO BOD SPIKE IN TREE, '
2:6' SE TO 60D SPIKE IN TREE
I
LEGAL DESCRIPTION - HANGAR LEASE AREA
A TRACT OF LAND LOCATED IN THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 30,
TOWNSHIP 17 NORTH, RANGE 12 EAST OF THE SMH PRINCIPAL MERIDIAN, WASHINGTON COUNTY,
NEBRASKA, DESCRIBED A5 FOLLOWS;
REFERRING TO THE NORTH QUARTER CORNER OF SAID SECTION; THENCE ON AN ASSUMED BEARING OF
S 2'2634`.E, ALONG THE WEST LINE OF SAID NORTHEAST QUARTER, A DISTANCE OF 2259.15 FEET,
THENCE N 87°34'26" EA DISTANCE OF 600.36 FEET TO THE POINT OF BEGINNING; THENCE
N 44°37`35" E A DISTANCE OF 115.00 FEET; THENCE N 45°22'25" W A DISTANCE OF 185.00 FEET;
THENCE S 44°37'35" W A DISTANCE OF 115.00 FEET; THENCE S 45°22'25" E A DISTANCE OF
185.00 FEET TO THE POINT OF BEGINNING, CONTAINING AN AREA OF 21,275.09 SQUARE FEET
(0.49 ACRES), MORE OR LESS.
'I
SURVEYOR'S CERTIFICATE
I, RONALD W. NISSEN, A PROFESSIONAL REGISTERED LAND SURVEYOR UNDER THE LAWS OF
THE STATE OF NEBRASKA, CERTIFY THAT THE SURVEY REPRESENTED ON THIS PLAT WAS
PERFORMED BY ME OR UNDER MY DIRECT SUPERVISION AND COMPLETED ON APRIL 16TH, 2012.
THE MONUMENTS AND DISTANCES SHOWN ARE CORRECT TO THE BEST OF MY KNOWLEDGE AND
BELIEF. PERMANENT MONUMENTS WERE FOUND AS DESCRIBED ON THIS SURVEY RECORD. ALL
DISTANCES SHbWN ARE REPRESENTED IN FEET AND DECIMALS OF A FOOT.
\
HANGARLEASEAREA
21, FT.
(0.499 ACRES)
��
o
'Q fid.
-------- 600.36' —
------------ -- N 87°34'26" E
SOUTH QUARTER CORNER
SECTION 30417N-R12E
FOUND V IRON PIPE
33 -0'W -NW TO A:1/2" REBAR
24.2' N -NE TO A 1/2" REBAR
628'E -NE TO X NAILS IN TOP OF BRACE POST
1.f NORTH To X NAILS IN CORNER POST
LOCATION SKETCH
SECTION 30 -T17N - R12E
�`.
`90-`i
4gy4-TgU, • , .
POINT OF BEGINNING
HANGAR LEASE AREA
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ate\ ROCK SURFACED ROAo'
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