HomeMy Public PortalAbout022-2014 - Replaces Contract No. 68-2013 - Hanger Lease with IU HealthLEASE AGREEMENT
THIS LEASE AGREEMENT (this "Lease"), made and entered into this 12 day of February, 2014
by and between Indiana University Health, Inc., d/b/a Lifeline Services, 340 West 10`h Street,
Indianapolis, Indiana, 46202 ("Lessee"), and Richmond, Indiana, a municipal corporation acting
through its Board of Aviation Commissioners with its office at 50 North 5th Street, Richmond,
Indiana, ("Lessor").
WITNESSETH:
WHEREAS, Lessor is owner and operator of the Richmond Municipal Airport (hereinafter referred
to as "Airport") located at 5169 South State Road 227 in Richmond, Indiana, and desires to lease the
Dana airplane hangar at the Airport ("Dana Hangar") to Lessee; and
WHEREAS, Lessee desires to lease the Dana Hangar for use by Lessee's Lifeline helicopter
ambulance program, contingent upon Lessor making certain mutually agreeable improvements to the
Dana hangar ("Hangar Improvements) as set forth in Exhibit A to this Lease;
WHEREAS, in addition to making monthly rental payments as described herein, Lessee agrees to
contribute Eighty Thousand Dollars ($80,000.00) toward Lessor's costs in making the Hangar
Improvements, such contribution to be payable in forty-eight (48) equal monthly installments over
the initial four (4) year term of this Lease ("Amortized Monthly Hangar Improvement Payments"), or
as otherwise provided herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained,
including the above stated recitals, it is mutually agreed as follows:
GRANTING CLAUSE:
1.01 Lessor does hereby lease to Lessee and the Lessee does hereby lease from Lessor the hanger at
the Richmond Municipal Airport now located south of the main drive, known as the Dana hangar,
and consisting of approximately 4,800 square feet, more or less (hereinafter referred to as "the
Premises"). Lessor shall complete the Hangar Improvements on or before April 14, 2014.
TERM:
2.01 The Original Tenn of this lease shall commence on February 12, 2014, and end on February 12,
2018, except that Lessee may terminate this Lease early as provided herein.
EARLY TERMINATION:
3.01 Lessee may terminate this Lease at any time during the lease term by giving written notice to
Lessor at least sixty (60) days prior to the date of early termination ("Early Termination Date"). All
monthly rental payments that are due and owing through the Early Termination Date must be paid in
full by Lessee on or before the Early Termination Date.
Contract Number 22-2014
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Additionally, the payment of the unpaid balance of Lessee's $80,000 contribution to the Hangar
Improvements shall become due and payable and must be paid in full on or before the Early
Termination Date. In summary, Lessee shall be liable for all monthly rental payments due and
payable through the Early Termination Date, and Lessee shall be responsible for reimbursing Lessor
the full $80,000.00 commitment for Hangar Improvement Payments even if Lessee exercises its right
to early termination of the Lease. Early termination by Lessee shall not be a default or breach of the
Agreement by Lessee under Section 12 of the Agreement.
RENT, AMORTIZATION PAYMENTS AND FUEL PURCHASE:
4.01 During the term of this lease, Lessee shall pay Lessor as follows:
a.) Rental Payments for Lessee's lease and use of the Dana Hangar in the total amount of
Seventy-two Thousand Dollars ($72,000.00) over the four (4) year term of the Lease payable in
monthly installments of $1,500 per month payable on or before the 1" day of each month during the
term of the lease.
b.) Amortized Monthly Hangar Improvement Payments in the total amount of Eighty
Thousand Dollars ($80,000.00) payable in monthly installments of $1,666.67 per month payable on
or before the 15' day of each month during the term of the lease, provided that the unpaid balance of
the Amortized Hangar Improvements shall become due and payable in the event Lessee elects early
termination.
4.02 During the term of this Lease Lessee agrees to purchase fuel from the Airport as follows: All of
Lessee's leased or owned aircraft that land at the airport and are determined by Lessee to need
refueling shall purchase fuel from the airport and such purchases shall be accounted through Lessee's
monthly fuel statements. Lessee shall promptly pay for all fuel purchases within thirty (30) days of
receipt of the bill for fuel. The price of fuel that Lessee pays to Lessor shall be increased by Fifty
Cents (50¢) per gallon over the price that Lessor pays for the fuel.
4.04 Lessee shall not permit any fuel or hazardous materials to be stored on the leased premises.
RENEWAL PRIVILEGES:
5.01 Lessee is hereby granted and shall, if not at the time in default under this Lease, have an option
to renew this Lease for a period of one (1) year from the termination date of the Original Term,
except that the rent and fuel purchase terms shall be re -negotiated and agreed upon in writing by the
parties. This option shall be exercised by Lessee's delivering to Lessor, in person or by United States
Mail, on or before thirty (30) days prior to the termination date of the Original Term, written notice
of Lessee's election to renew the term of this Lease as herein provided.
LEASEHOLD IMPROVEMENTS:
6.01 In addition to the Hangar Improvements described above which are to be made by Lessor,
Lessee, at its cost and expense, may make other improvements to the Premises, after first obtaining
written approval from Lessor. If Lessor wishes revisions in the plans or specifications submitted by
Lessee with respect to a proposed improvement, Lessor shall submit its proposed revisions to Lessee
within thirty (30) calendar days of receipt by Lessor of the original plans and specifications from
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Lessee. In the event that Lessor does require revisions to the original plans and specifications, Lessee
shall have thirty (30) days from the date of receipt of the proposed revisions to resubmit the plans
and specifications for Lessor's approval. If Lessee fails to so resubmit the plans and specifications,
Lessee shall be deemed to have decided not to go forward with such improvements. Lessor's
approval of plans and specifications shall not be withheld unreasonably. Any plans and specifications
submitted by Lessee and not objected to by Lessor within thirty (30) days shall be deemed approved.
Once plans and specifications are finally approved as provided for above, Lessee shall engage one or
more qualified contractors to construct said improvements. Construction shall commence within
ninety (90) calendar days of Lessee's receipt of Lessor's final approval of the plans and
specifications and shall be scheduled for completion not later than Two Hundred Seventy (270)
calendar days after commencement of construction. Lessee nevertheless covenants and agrees that
any such improvements shall be made in a careful, workmanlike manner and in compliance with all
applicable federal, state and municipal laws and regulations.
6.02 It is mutually agreed between the parties hereto that Lessee shall be solely responsible and have
the obligation to secure all permits and approvals for the construction activities it conducts. Lessor
agrees to cooperate, upon request and as reasonably necessary, with Lessee's efforts to secure all
permits and approvals described in this Section 6.02.
6.03 Lessee agrees to maintain all improvements in original condition, normal wear and tear
excepted, and agrees to return the Premises to Lessor in a well -maintained and tenantable condition
upon the termination of the Original Term or any renewal thereof. Lessor reserves the right to
inspect, at any reasonable time, the Premises and improvements thereon.
6.04 Title to any and all improvements constructed or placed on the Premises by Lessee shall become
the sole and absolute property of Lessor without additional consideration upon the termination of the
Original Term or any renewal thereof.
6.05 Lessor has been granted certain funding from the City of Richmond Redevelopment
Commission in connection with repairs to the Premises that is the subject of this lease in order that
repairs to the hangar can be made to assist with the support the Lifeline medical staff. Said funding
was approved by the Richmond Redevelopment Commission on November 27, 2013 pursuant to
Resolution 18-2013 and Resolution 19-2013. Lessee shall in no way be responsible for any proposed
improvements being conducted by the Lessor in connection with this subsection 6.05 or in
connection with the funding received pursuant to the above -described Resolutions. Lessee
understands, acknowledges, and agrees that any repairs or improvements to the Premises shall be
conducted by the Lessor and understands, acknowledges, and agrees that title to any and all
improvements constructed or placed on the Premises by Lessor in connection with those repairs or
improvements are or shall become the sole and absolute property of Lessor both during and after the
term of this Lease.
CERTAIN OBLIGATIONS OF LESSEE:
7.01 Lessee shall use the premises for aviation related purposes only as approved by the Lessor and
such other regulatory agencies having authority over the Airport.
7.02 It is mutually agreed between the parties hereto that the purpose of this Lease is to permit
Lessee to operate hangar aircraft to conduct lifeline medivac operations (trauma transport).
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7.03 In the event Lessee shall cause any mortgage, lien or encumbrance to be placed on or attached
to the Premises and Lessee shall fail to cause such mortgage, lien or encumbrance to be removed
within sixty (60) days after the notice of filing thereof, the term of this Lease shall then terminate and
all improvements to the Premises shall be forfeited to Lessor as liquidated damages for the breach of
this covenant (in addition to such other damages as may be attributable to Lessee's breach);
provided, however, that Lessee shall not be deemed in default under this Section 7.03 if Lessee
commences efforts to remove any such mortgage, lien, or encumbrance within thirty (30) days after
receiving notice of the filing thereof, and thereafter diligently prosecutes the removal of the
mortgage, lien or encumbrance.
7.04 This Lease, or any part thereof, may not be assigned, transferred or subleased by Lessee, by
process or operation of law or in any manner whatsoever, without the written consent of Lessor,
which consent shall not be unreasonably withheld.
7.05 It is understood and agreed by the Lessee and Lessor that no right or privilege has been granted
which would operate to prevent any person, firm or corporation operating aircraft on the airport from
performing any services on its own aircraft with its own regular employees (including but not limited
to, maintenance and repair) that it may choose to perform.
CERTAIN OBLIGATIONS OF LESSOR:
8.01 On April 14, 2014, Lessor shall deliver the Premises to Lessee in suitable, clean condition
appropriate for the purposes described herein with Hangar Improvements as described in Exhibit A.
8.02 Lessor shall provide all appropriate and necessary services usually supplied by an airport
operator of hangar space so that Lessee may fully utilize its aircraft at the Airport. Lessor shall
provide Lessee with twenty-four (24) hours fuel service ("After Hours Service") for aircraft at the
premises. After Hours Service will be charged to Lessee at a rate of Twenty-five Dollars ($25.00)
per man hour as well as a flat call out fee of $50.00.
8.03 Lessor shall maintain, and make repairs as necessary to, the heating, electrical, and plumbing
systems and structural components of the Premises, including but not limited to the roof, walls,
floors, foundations, and sanitary systems. The word "floor" in the preceding sentence refers to the
structural mass only and not to the finish or covering on said floors. Lessor shall also maintain the
grounds in and around the Premises, including but not limited to the grass and pavement areas, and
shall keep the pavement areas free from debris, ice and snow on the same basis that Lessor maintains
the runways and taxiways of the Airport and shall cut grass and mow weeds on the Premises in the
same manner and at the same frequency that grass is mowed in other hangar areas of the Airport.
8.04 Lessor covenants and agrees that Lessee shall have quiet enjoyment of the Premises during the
term of this Lease as long as Lessee complies with all applicable laws, ordinances and government
regulations and is not in default with respect to any provision of this Lease.
INSURANCE AND INDEMNIFICATION:
9.01 During the term of this lease, Lessor shall procure, maintain and pay the premiums upon all risk,
fire and extended coverages on the Premises (excluding any improvements made by Lessee) and any
other contents of the Premises owned by Lessor, in amounts no less than the full replacement cost
thereof without reduction for depreciation. Copies of the above -required policy shall be provided to
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Lessee prior to the commencement date of this Lease together with certificates of insurance
reasonably acceptable to Lessee.
9.02 During the term of this Lease, Lessee shall procure, maintain, and pay the premiums upon
public liability and property damage insurance with companies reasonably acceptable to Lessor
which shall insure Lessee and Lessor against any and all injury and damage to any person, persons or
property in connection with the Premises, and having minimum limits of liability of not less than One
Million Dollars ($1,000,000.00) coverage for any one occurrence involving no more than one person
and Two Million Dollars ($2,000,000.00) coverage for any one occurrence involving more than one
person and One Hundred Thousand ($100,000.00) coverage for property damage and all-risk, fire
and extended coverages on all improvements now or hereafter constructed on the Premises in
amounts not less that the full replacement cost thereof without reduction for depreciation. Copies of
the above -required policies shall be provided to Lessor prior to the commencement date of this Lease
together with certificates of insurance acceptable to Lessor.
9.03 All such policies of insurance required by this Agreement shall name Lessor and Lessee as the
insured parties, as their respective interests appear, and shall contain a clause that the insurer will not
cancel or change the insurance without first giving Lessor and Lessee thirty (30) days written notice.
9.04 Lessee agrees to indemnify and save harmless the Lessor against any and all claims, losses,
costs, damages, and expenses arising out of or from the conduct or management of, or from any work
or anything whatsoever done in and about the Premises, causing injury or damage to any person or
property due to any act or neglect of the Lessee, Lessee's agents, contractors, or employees, or due to
any failure of the Lessee, Lessee's agents, contractors, or employees, to comply with or perform any
requirements of the provisions of this Lease, on Lessee's part to be performed, or due to any use
made by the Lessee of the Premises. In case of any action or proceeding being brought against the
Lessor by any reason of any such claim, Lessee, on notice from Lessor, shall resist and defend such
action or proceeding. The foregoing provision shall not be construed to require Lessee to indemnify
or save harmless Lessor against consequences due to any work or act done by said Lessor in or to the
Premises or any part of the Airport other than the Premises.
9.05 Lessor agrees to indemnify and save harmless Lessee and Lessee's agents, contractors and
employees against any and all claims, losses, costs, damages, and expenses arising out of or from the
conduct or management of, or from any work or anything whatsoever done in and about the
Premises, or arising during the term from any condition of the buildings or driveways or sidewalks
adjoining the Premises, causing injury or damage to any person or property due to any act or neglect
of the Lessor, Lessor's agents, contractors, or employees, or due to any failure of the Lessor, Lessor's
agents, contractors, or employees to comply with or perform any requirements of the provisions of
this Lease, on Lessor's part to be performed, or due to any use made by the Lessor of the Premises.
In case of any action or proceeding being brought against the Lessee or Lessee's agents, contractors,
and employees by reason of any such claim, the Lessor, on notice from the Lessee, shall resist and
defend such action or proceeding. The foregoing provision shall not be construed to require said
Lessor to indemnify or save harmless Lessee against consequences due to any work or act done by
said Lessee in and to the Premises.
DISCRIMINATION:
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10.01 The Lessee, for itself, its personal representative, 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:
(a) No person on the grounds of race, religion, color, sex, disability, national origin, or
ancestry shall be excluded from participation in, denied benefits or, or be otherwise
subjected to discrimination in the use of the Premises;
(b) Pursuant to Indiana Code 22-9-1-10, Lessee, any subcontractor or any person acting
on behalf of Lessee or any subcontractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this Agreement,
with respect to hire, tenure, terms, conditions or privileges of employment or any
matter directly or indirectly related to employment, because of race, religion, color,
sex, disability, national origin, or ancestry.
(c) In the construction of any improvements on, over, or under such land and the
furnishing of services thereon, no person on the grounds of race, religion, color, sex,
disability, national origin, or ancestry shall be excluded from participation in, denied
the benefits of, or otherwise be subjected to discrimination; and
(d) The Lessee shall use the premises in compliance with all other requirements imposed
by or pursuant to Title 49, Code of Federal Regulations, Department of
Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in
Federally -Assisted Programs of the Department of Transportation -Effectuation of
Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended.
10.02 In the event of breach of any of the above nondiscrimination covenants, Lessor shall have the
right to terminate the Lease and re-enter and repossess said land and the facilities thereon, and hold
the same as if said Lease had never been made or issued and title to any and all improvements on
said premises shall then vest in Lessor in the same manner as if this Lease were terminated, provided,
however, subject to FAA regulations to the contrary, if any, Lessee shall be given reasonable notice
and opportunity to remedy unintentional violations of such covenants prior to Lessor having the right
to terminate this Lease.
RIGHTS RESERVED TO LESSOR:
11.01 Lessor will maintain and keep in regular 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
Lessee in this regard.
11.02 During the time of war or national emergency, Lessor shall have the right to lease the landing
area or any part thereof to the United States Government for military or naval use, and if such lease is
executed, the provisions of this instrument, insofar as they are inconsistent with the provisions of the
lease to the government, shall be suspended.
11.03 Lessor reserves the right to take any action it considers necessary to protect the aerial
approaches of the airport against obstruction, together with the right to prevent Lessee from erecting,
or permitting to be erected, any building or other structure on or adjacent to the airport which, in the
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reasonable opinion of the Lessor, would limit the usefulness of the airport or constitute a hazard to
aircraft.
11.04 This Lease shall be subordinate to the provisions of any existing or future agreement between
Lessor and the United States, relative to the operation or maintenance of the airport.
11.05 It is understood and agreed by Lessee that nothing herein contained shall be construed to grant
or authorize the granting of an exclusive right to provide aeronautical services to the public as
prohibited by Section 308(a) of the Federal Aviation Act of 1958, as amended, and the Lessor
reserves the right to grant to others the privilege and right of conducting any one or all activities of an
aeronautical nature.
DEFAULT OR BREACH:
12.01 In the event of any breach of this Agreement by Lessee, and in addition to any other damages
or remedies, Lessee shall be liable for all costs incurred by City due to the enforcement of this
Agreement, including but not limited to City's reasonable attorney's fees.
12.02 A breach of this Agreement shall include, but not be limited to, failure of Lessee to comply
with any of the terms of this Agreement, failure of Lessee to pay rent when due; failure of Lessee to
keep any covenant agreed to be performed under this Lease; failure of Lessee to procure and
maintain appropriate levels of general liability insurance as set forth in the terms of this Agreement,
or failure to adhere to all federal laws, state laws, and local ordinances. In the event Lessee is able to
cure or resolve any action or situation that caused the breach, Lessor will not hold Lessee in default if
such cure is able to be performed within thirty (30) days of the date breach is deemed by the Lessor
to have occurred. Lessor shall provide Lessee with written notice of the breach by first class mail,
and Lessee shall have thirty (30) days from the receipt of notice of breach or default to perform said
cure.
12.03 In the event Lessee is unable to cure or resolve the breach, Lessor may declare Lessee in
default and breach of this Agreement, and shall proceed with any action necessary to take possession
of the Premises. In the event of an emergency, Lessor shall immediately proceed with any action
necessary to take possession of the Premises. Lessor may terminate this Agreement in whole or in
part, for cause, at any time by giving at least five (5) working days written notice specifying the
effective date and the reasons for termination.
12.04 Lessee shall also be in default under the terms of this Lease if Lessee files a voluntary petition
in bankruptcy, or is adjudicated as bankrupt or insolvent, or files any petition or answer seeking any
reorganization, composition, liquidation, dissolution or similar relief under the present or future
federal bankruptcy act or any other present or future applicable federal, state or other statute or law;
or seeks or consents to or acquiesces in or fails within 90 days to set aside the appointment of any
trustee, receiver, or liquidator or Lessee or of all or any substantial part of its properties or of
demised properties. If there shall be determined to be an event of default as specified in this
paragraph, in addition to this Lease being terminated by such default, all rent then due or which
would become due shall in such event be liquidated damages for the loss of the bargain and not as a
penalty.
12.05 In the event this Lease shall be terminated by reason of the default of Lessee, Lessee shall
surrender the Premises in as good or better condition they were at the commencement of this Lease,
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normal wear and tear excepted, and if the Premises be not in such condition, the Lessee shall be
liable for such amount of money as is necessary to so replace or repair the Premises.
12.06 In the event of default or breach of this Lease, Lessor may, at its option, declare all
installments of rent due and payable, and upon such acceleration, sue for the balance due during the
term of this Lease.
12.07 In the event of default or breach of this Lease, Lessor may, without further notice, immediately
re-enter and take possession of the leased Premises without terminating this Lease, and sublease said
premises for the account of Lessee, holding Lessee responsible and liable for the difference in any
rent received from the sublessee, and for the costs and expenses required in procuring said sublease,
including, costs of repair, brokerage fees and attorney's fees. In the event of such re-entry, Lessor
may remove all persons and property from the Leased Premises and store such property in a public
warehouse at the cost of and for the benefit of Lessee, all without notice of legal process and without
being guilty of trespass or being responsible for the loss and/or damage to the property removed.
12.08 In the event of default or breach of this Lease, Lessor may terminate this Lease and remove
Lessee from the possession of the Leased Premises and use its best efforts to lease the Leased
Premises to another, while holding Lessee responsible for all rents and other payments due until the
effective date of such new leasing, in addition to all costs of such removal.
12.09 No remedy herein stated is intended to be exclusive of any other remedy and Lessor shall also
have available any and all other remedies available to it pursuant to law. The failure or delay by
Lessor to exercise any right of default shall not impair any such right following further act of default
and shall not be construed to be a waiver to exercise such right upon any subsequent default by
Lessee. Notwithstanding the right of the Lessor to enforce the default provisions contained herein
and/or any right to cure of Lessee also described, in the event Lessee is more than twenty (20) days
late on any monthly installment of the rental payment, a five percent (5%) late fee of said monthly
payment shall be added to the rental amount due.
12.10 Shall it be necessary for either party to enforce any of the obligations under this Lease, the
breaching party agrees to pay all reasonable costs of enforcement, including reasonable attorney's
fees, incurred by the successful party.
UTILITIES:
13.01 Lessor shall provide water, waste water disposal, and electrical service for the leased premises
subject to the following limitations:
(a) With respect to the costs of waste disposal, Lessee shall be responsible for any costs
incurred by any negligent acts of Lessee's employees, customers, agents, or guests. This includes,
but shall not be limited to, the introduction of any foreign object into the waste water system. A
charge of Ten Dollars ($10.00) per month shall be charged for the usage of the sanitary system
subject to a rate increase if increased by the Richmond Sanitary District.
(b) Lessee shall be responsible for electrical usage and shall be billed by Richmond
Power and Light.
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13.02. Lessee shall pay any utility charges owed to Lessor within ten (10) days of the date of any
invoice from the Lessor. Lessee shall pay any other utility services incurred by its usage of the
leased premises, including, but not limited to, heating fuel, telephone, or internet usage.
DAMAGE TO THE PREMISES:
14.01 Lessee shall be solely responsible for any and all upkeep and maintenance of the interior of the
Premises and any improvements erected thereon (except maintenance and repairs that are the
responsibility of the Lessor pursuant to this Agreement), and shall keep and maintain the interior of
the Premises and improvements thereon in good repair, normal wear and tear excepted, in a manner
consistent with the surrounding improvements and facilities and reasonably acceptable to Lessor.
14.02 Lessor shall be responsible for any and all upkeep and maintenance of the exterior of the
Premises.
14.03 In the event the Premises, or any part thereof other than improvement made by the Lessee, are
damaged or destroyed by fire, accident or any other form of insured casualty whatsoever, regardless
of cause, Lessor will restore, repair, replace or rebuild the same at its cost to substantially the same
condition that exists immediately prior to such casualty. Such work shall be commenced and
completed as promptly as is practicable.
14.04 In the event of any damage, destruction or loss to improvements constructed on the Premises
by Lessee, Lessee agrees that it will promptly use the proceeds of the insurance required by this
Agreement to replace, restore, or repair such loss. In the event that such insurance proceeds are not
sufficient to completely replace, restore, or repair such loss, Lessee shall have the right to terminate
this Lease and deliver to Lessor all insurance proceeds paid to Lessee for damage to improvements at
the Premises.
NOTICES:
15.01 All notices sent because of any provision of this Lease shall be in writing and sent by U.S.
Mail delivered to addressee only, with a return receipt, and shall be effective as of the date of receipt
as stamped or written on the return receipt by the postal authority making the delivery.
15.02 Notice given to Lessor shall be sent to: Notices given to Lessee shall be sent to:
Board of Aviation Commissioners
Municipal Building
50 North Fifth Street
Richmond, Indiana 47374
MODIFICATION OF AGREEMENT:
IU Health
c/o Scott Brenton
51 S. New Jersey Street
Indianapolis, IN 46204
cc: IU Health General Counsel
340 West 10`h Street, Ste. 3100
Indianapolis, IN 46202
16.01 This Lease Agreement contains the entire agreement between the parties hereto. Any
modification or addition shall be in writing and signed by all parties hereto in order for said
modification or addition to become effective.
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MISCELLANEOUS PROVISIONS:
17.01 Lessor shall have the right to inspect the Premises upon giving Lessee written notice at least
three (3) days in advance of the date Lessor intends to inspect the Premises.
17.02 Lessee or Lessor shall have the right to record this Lease.
17.03 If any provision of this Lease shall be declared invalid or unenforceable, the remainder of this
Lease shall continue in full force and effect.
17.04 Lessee shall control the conduct, demeanor, and appearance of its employees, who shall
possess such technical qualifications and hold such certificates of qualification as may be required in
carrying out assigned duties.
17.05 Lessee shall comply with all federal, state and local laws, rules and regulations which may
apply to the conduct of the business contemplated, including rules and regulations promulgated by
Lessor, and Lessee shall keep in effect and post in a prominent place all necessary and/or required
permits.
17.06 Lessee shall not permit any paint or other flammable materials to be stored in the Premises,
unless in an approved OSHA container or cabinet.
17.07 This indenture of Lease is made in conformance with the "Minimum Standards" passed and
adopted by the Board of Aviation Commissioners of Richmond, Indiana, and no clause, paragraph or
section hereof shall be construed to be in conflict therewith and all improvements made to or upon
the Premises shall be in conformity therewith.
17.08 Property taxes levied on the leasehold improvements shall be paid by Lessee. Any property
taxes levied or assessed on the hangar structure or real estate, exclusive of taxes assesses on any
improvements leased to Lessee, shall be paid by Lessor.
17.09 Lessee represents, warrants and covenants that it has the authority and power to execute,
deliver, and perform this Lease and has taken all requisite action necessary to authorize the
execution, delivery and performance of this Lease.
17.10 Lessor represents, warrants, and covenants as of the commencement date as follows:
(a) Lessor has the authority and power to execute, deliver, and perform this Lease and
has taken all requisite action necessary to authorize the execution, delivery, and
performance of this Lease;
(b) This Lease constitutes a legal, valid and binding obligation of Lessor enforceable in
accordance with its terms;
(c) Lessor has good and indefeasible and record fee simple title of the Premises free and
clear of any liens, encumbrances, restrictions, agreements, and encroachments that
would interfere with Lessee's uses hereunder;
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(d) During the period of Lessor's ownership of the Premises and, to the best of Lessor's
knowledge, for the period prior to Lessor's ownership of the Premises (i) there were
no releases or threatened releases of Hazardous Materials, as hereinafter defined, on,
from, or under the Premises; (ii) no Hazardous Materials were used, generated,
stored, or disposed of on the Premises; (iii) no Hazardous Materials were transported
to or from the Premises; (iv) there were no violations of any federal, state, or local
laws, ordinance, or regulations relating to the environmental, ecological or wetland
conditions on, under, or about the Premises, including, but not limited to, soil and
ground water conditions; and (v) there were no contaminated discharges to a storm
sewer. "Hazardous Material" means any flammable explosives, radioactive materials,
hazardous or toxic substances and waste, or related materials, including but not
limited to, "hazardous substances", "hazardous materials", or "toxic substances" as
defined in the Comprehensive Environmental Response Compensation and Liability
Act of 1980, as amended, ("CERCLA"), the Hazardous Materials Transportation Act,
the Resource Conservation and Recovery Act, all state laws, and all regulations
pursuant thereto. "Disposal", "release", and "threatened release" shall have the
meaning set forth in CERCLA. Lessor shall define, indemnify and hold harmless
Lessee, any successors to Lessee's interest in this Lease, and Lessee's and such
successors' directors, officers, employees, agents, and contractors from and against
any losses, claims, damages (including consequential damages), penalties, liabilities,
costs (including cleanup and recovery costs) and expenses resulting from any
condition which would constitute a breach of this representation and warranty.
Lessor's indemnity shall survive the termination of this Lease;
(e) Lessor has not received notice of, nor is there any violation of, or non-compliance
with, any laws, orders, rules, regulations, ordinances, or codes of any kind or nature
whatsoever relating to the Premises or the ownership or operation thereof, including
but not limited to, building, fire, health, occupational safety and health, zoning and
land use, planning and environmental laws, orders, rules and regulations, or of any
covenants or conditions, restrictions or agreements affecting or relating to the
ownership, use, or occupancy of the Premises. No condition exists which constitutes
a violation of, or non-compliance with, any such matters. Lessor shall cure any
existing violations or conditions which, through notice or lapse of time or both,
would become violations of any laws, orders, rules, regulations, ordinances, and
codes, and Lessor shall comply with all such laws during the term of this Lease;
(f) Lessor has paid for any materials delivered or furnished to the Premises or work or
labor performed on or in connection with the improvement of the Premises and no
person has any lien or right of lien against the Premises for labor or materials.
17.11 The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and suit
arising under this Contract, if any, must be filed in said courts.
17.12 Any person executing this Contract in a representative capacity hereby warrants that he has
been duly authorized by his or her principal to execute this Contract.
17.13 In the event of any breach or default of this Agreement by Lessee, and in addition to any other
damages or remedies, Lessee shall be liable for all costs incurred by City due to the enforcement of
this Agreement, including but not limited to City's reasonable attorney's fees.
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17.14 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
17.15 In the event that an ambiguity or a question of intent or a need for interpretation of this
Agreement arises, this Agreement shall be construed as if drafted jointly by the parties and no
presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto set their hands effective the day and year first above
written although signatures may be subsequently affixed.
"LESSOR"
Richmond, Indiana
Board of Aviation Commissioners
Darlene Fleming, President
Approved:
Sarah L. "Sally" Hutton, Mayor
City of Richmond, Indiana
"LESSEE"
Indiana University Health, Inc. d/b/a
Lifeline Services
Z
Scott e' ton
Titl . ' e Presid
Ambulatory Services
This instrument prepared by City of Richmond Law Department
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