EXHIBIT 10.19
COMMERCIAL NET BUILDING AND GROUND LEASE
OF
LINCOLN AIR PARK WEST
This lease agreement is executed in duplicate this ____ day of
__________ 198__, between Airport Authority of the City of Lincoln, Nebraska,
hereinafter referred to as "Authority", and Brunswick Corporation, a
corporation, hereinafter referred to as "Lessee".
WITNESSETH:
WHEREAS, in accordance with Article 5, Chapter 3 of the Statutes of
Nebraska, the City Council of the City of Lincoln, Nebraska, by appropriate
action in 1959, created an Airport Authority and transferred to the Authority
the right to use, occupy and manage certain real estate owned by or acquired in
the name of the City of Lincoln, including the land leased herein, located on
Lincoln Municipal Airport in an area denominated "Lincoln Air Park West"; and
WHEREAS, the Authority deems it advantageous to the support and its
operation of the Airport to lease to the Lessee that certain building and parcel
of land described herein; and
WHEREAS, the Lessee proposes to lease on a net basis from the Authority,
as herein provided, the ground area and building all as herein described.
NOW, THEREFORE, it is mutually agreed between the parties as follows:
1. Authority, in consideration of the rents to be paid by Lessee as
hereinafter set forth, and of the covenants and agreements hereinafter
stipulated to be mutually kept and performed by the parties hereto, does hereby
lease unto Lessee the following-described premises situated in Lincoln Air Park
West upon Lincoln Municipal Airport, Lincoln, Nebraska, to-wit:
Building No. 24 and adjacent sidewalks, drives and grounds as located on
a tract of land approximately 100 feet by 275 feet, as outlined in red
on the attached Exhibit "A".
together with the improvements and appurtenances thereunto
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belonging or in any wise appertaining, including the right of ingress and egress
thereto and therefrom at all times. Authority agrees to keep a street open from
the demised premises to a public street or highway.
2. Lessee shall have and hold said premises for the basic term of one
(1) year beginning the ____ day of ________, 198__ and ending the ____ day of
_________, 198__, unless sooner terminated as hereinafter provided.
3. Lessee shall pay Authority as rent for the premises herein leased
during the term, a total sum of ___________________ ($____________), payable as
follows:
The sum of ___________________ ($__________), in advance on the first
day of each month commencing ____________, 198__, and ending
___________, 198___.
4. All rentals due under this agreement shall be paid, without notice to
the Lessee, to the Airport Authority of the City of Lincoln, Nebraska. An
additional charge of fifteen percent (15%) per annum on unpaid items shall be
made by Authority from the first day of the month due, of any amounts due under
this agreement which shall remain unpaid for more than ten (10) days after due
date. Such charge shall not accrue upon any item about which there exists a bona
fide dispute.
5. Lessee will use the premises for the purpose of conducting the
business of storage, offices, and such other uses as may be incidental and
related thereto.
6. Except as herein otherwise specifically provided, this lease in every
sense shall be without cost to Authority for the development, maintenance and
improvement of the demised premises and Lessee shall, at its sole cost, except
as herein otherwise specifically provided, keep, maintain and repair the
entirety of the demised premises and all improvements and facilities placed
thereon in good order, condition and repair as may be required by ordinary and
reasonable use or fault on the part of the Lessee. By entry hereunder, Lessee
accepts the premises as being in good order, condition and repair and agrees
upon termination of this lease to surrender the premises and
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appurtenances to Authority in the same condition as received, reasonable use and
wear thereof and damage by fire, act of God, or the elements excepted.
7. Lessee shall have the right during the term of this lease to make
alterations, attach fixtures and erect signs in or upon the premises hereby
leased (provided any exterior signs shall be erected only after written approval
of plans by Authority) and all improvements, appliances, fixtures and all other
property of whatever nature made to or placed upon said premises by Lessee shall
be and remain the property of Lessee and may be removed prior to the termination
of this lease, provided only that Lessee shall restore the premises to the same
condition as existing at the time of entry under this lease, ordinary wear and
tear excepted.
8. Lessee, beginning on January 1, 19___, and during the full term or
until earlier termination of this lease, shall cause all improvements owned by
the Authority on the demised premises to be kept insured in an amount not less
than $50,500.00, thereof against perils of fire and extended coverage. Either
party may, at not less than one (1) year intervals, demand a reappraisal of the
actual cash value to be determined by mutual agreement but on failure to agree,
appraisal to be made by a third party selected by the parties. If there are
pressure vessels on the demised premises now or during the term of this lease,
Lessee will cause insurance to be placed to protect the property against the
hazards of the operation or location of this equipment on the premises. Lessee
shall purchase boiler and mechanical parts insurance. The proceeds of any such
insurance paid on account of the perils aforesaid will be used to defray the
costs of repairing the damage done to said improvement. If Lessee cancels the
lease or if Authority cancels the lease due to total destruction or destruction
of more than fifty percent (50%) of the value of the premises, such proceeds
need not be devoted to such repair, restoration, or reconstruction but may be
retained by Authority. Lessee agrees
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to pay the costs of such insurance in addition to the rents herein provided to
be paid by Lessee. The policy or policies will be in the name of the Lincoln
Airport Authority and Lessee as their interests may appear, and Authority agrees
to release Lessee from liability for damage covered under the abovementioned
policies. The policy shall contain a provision that Authority shall be notified
by the insurance company of such non-renewal, material change, modification or
cancellation of such insurance coverage by at least ten (10) days notice to
Authority and the policy shall contain a provision waiving any subrogation right
of the insurance company to recover damages against either Lessee or Authority
by reason of any sums paid by the insurance company under said insurance policy.
9. Lessee agrees to hold harmless and indemnify the Airport Authority
from any and all claims of liability for bodily injury or property damage
resulting from Lessee's occupation or use of the described premises. Lessee
agrees to obtain liability insurance in the amount of Three Hundred Thousand
Dollars ($300,000) including the Airport Authority as an additional insured.
Said insurance policy shall contain a provision to notify the Airport Authority
in writing thirty (30) days prior to any cancellation or reduction of coverage.
10. If the building leased hereunder is destroyed, damaged or taken by
fire or the elements or other casualty or by condemnation and the destruction or
taking is such that in the exercise of reasonable effort it cannot be repaired
or replaced by Authority within one hundred twenty (120) days or if it is such
as to exceed fifty percent (50%) of the value of the premises, Lessee or
Authority may cancel this lease by written notice mailed to the other party
thirty (30) or more days before the effective date of cancellation and at any
time within sixty (60) days after the damage or destruction. If the premises are
totally destroyed or taken, Lessee or Authority may cancel this lease by written
notice mailed to the other party within thirty (30) days of the destruction or
taking. If this lease is not
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cancelled as provided, Authority, at its expense, shall with diligence repair,
rebuild or restore the improvements as nearly as possible to the conditions
existing just prior to the destruction or damage. Lessee's rental during the
period from the date of fire or other casualty or taking to the date of complete
restoration shall be abated either in whole or pro rata in part, according to
the percentage of interference with the conduct of Lessee's business in the
premises.
11. Lessee shall pay for all water, sewer, gas, heat, light, power and
telephone service supplied to the said premises including standard metering
devices for the measurement of such services. In the event it shall become
necessary as a condition of service to make changes upon the premises or within
the building covered by this lease of any wiring, plumbing or similar
installations, Lessee will make such changes and installations, at its expense,
as directed and required by the utility organizations. It is further agreed that
Authority shall have the right, without cost to Lessee, to install and maintain
in, on or across the demised premises, sewer, water, gas, electric, steam and
telephone lines, electric substations, railroad trackage, or other installations
necessary to the operation of the Airport or to service required by other
tenants of the Authority; provided, however, that Authority shall carry out such
work and locate any above-ground structures and tracks in a manner so as not to
unreasonably interfere with Lessee's use of the premises.
12. Lessee agrees that all storage of equipment, materials or supplies
will be maintained within the building (temporary storage for loading or
unloading excepted) and Lessee will cause to be removed at its own expense all
junk, waste, garbage and rubbish and perform necessary mowing and snow removal
and agrees not to deposit the same on any part of the Airport except Lessee may
deposit the same temporarily on the demised premises in connection with
collection for removal.
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13. Lessee shall, in the use of the premises, comply with all applicable
requirements of all municipal, state and Federal authorities now in force or
which may hereafter be in force, and will observe all applicable municipal
ordinances, state and Federal statutes now in force or hereafter to be in force,
and Lessee and its tenants, employees, agents and servants shall obey such
reasonable rules and regulations as may from time to time be promulgated by
Authority or its authorized agents in charge of the airport to insure the safe
or orderly conduct of operations of the airport and traffic to, from and upon
the demised premises.
14. The Lessee for himself, his heirs, personal representatives,
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 said
property described in this lease, 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, the Lessee 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.
15. Lessee for himself, his personal representatives, 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 race, color, or national origin shall be excluded from
participation in, denied the benefits of, or be otherwise subjected to
discrimination in the use of 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 race, color, or national origin shall be
excluded from participation in, denied the benefits of, or otherwise be
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subjected to discrimination, (3) that the Lessee 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.
16. Authority reserves the right (but shall not be obligated to Lessee)
to maintain and keep in repair the landing area of the airport and all
publicly-owned facilities of the airport, together with the right to direct and
control all activities of the Lessee in this regard.
17. 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 Lessee, and without
interference or hindrance.
18. 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 Lessee from erecting, or permitting to be
erected, any building or other structure on the airport which in the opinion of
Authority would limit the usefulness of the airport or constitute a hazard to
aircraft.
19. 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.
20. It is understood and agreed that the rights granted by this
agreement will not be exercised in such a way as to interfere with or adversely
affect the use, operation, maintenance or development of the airport.
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21. 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 airspace above the surface of the premises
herein conveyed, together with the right to cause in said airspace such noise as
may be inherent in the operation of aircraft, now known or hereafter used for
navigation of or flight in the air, using said airspace or landing at, taking
off from, or operating on or about the airport.
22 . This lease shall become subordinate to provisions of any existing
or future agreement between the 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.
23. Lessee agrees to hold Authority harmless from any claim of damage or
injury to any person or to the goods, wares and merchandise of any person
arising from the use of the premises by Lessee or from failure of Lessee to keep
the premises in good condition and repair as herein provided.
24. Lessee shall not assign this lease, or any interest therein, and
shall not sublet the premises in whole or in part and any such assignment or
subletting shall be void and shall, at the option of Authority, terminate this
lease.
25. Authority shall have free access to the demised premises at all
reasonable times for the purpose of examining or inspecting the conditions
thereof relevant to any right or power reserved by Authority pursuant to the
terms of this Lease.
26. The failure of Lessee to surrender the demised premises on the date
provided herein for the termination of this lease term, and the subsequent
holding over by Lessee, with or without the consent of Authority, shall result
in the creation of a tenancy from month-to-month. This holding over shall not
result in a renewal or extension of this lease, all other terms and
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conditions of this lease shall remain in full force and effect during any
month-to-month tenancy hereunder, except rental rate, which may be increased by
Authority after notice to Lessee.
27. Authority may elect to terminate all of the rights of Lessee
hereunder by giving ten (10) days' written notice of termination to Lessee when
any of the following shall occur:
a. Institution of voluntary bankruptcy proceedings by Lessee.
b. Institution of involuntary bankruptcy proceedings in which
Lessee thereafter is adjudged a bankrupt.
c. Assignment for benefit of creditors of the interest of Lessee
under this lease.
d. Appointment of a receiver for the property or affairs of Lessee.
e. Failure or refusal to pay rent as per the terms of this
agreement.
f. Breach of covenants and terms of this agreement.
Any occurrence set forth above shall constitute a breach of this lease
by Lessee and Authority shall, in that event, be entitled to exercise all
remedies herein provided for a breach by Lessee, as well as any and all remedies
provided by law or in equity. It is further agreed that upon said breach and
after notice as provided above, Authority may re-enter the leased premises and
remove all property of Lessee therefrom.
28. All notices to be given pursuant to this lease shall be addressed to
the Airport Authority, Lincoln Municipal Airport, Lincoln, Nebraska, or to the
Lessee herein named at 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx. Notice shall
be deemed to have been fully given if and when enclosed in a properly sealed
envelope or wrapper addressed as aforesaid and deposited, postage prepaid, in a
post office regularly maintained by the United States Government.
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IN WITNESS WHEREOF, the parties have hereunto set their hands the day
and year first above written.
AIRPORT AUTHORITY OF THE
CITY OF LINCOLN, NEBRASKA,
ATTEST: Lessor
______________________________ BY:__________________________
Secretary Chairman
ATTEST: BRUNSWICK CORPORATION,
Lessee
______________________________ BY:__________________________
Secretary
APPROVED AS TO FORM
____________________________ of
Barney, Carter & Xxxxxxx, P.C.
Legal Counsel for the Airport
Authority of the City of Lincoln,
Nebraska
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LEASE EXTENSION AGREEMENT
NO. ____
THIS LEASE EXTENSION AGREEMENT is executed in duplicate on this day of
_________, between Airport Authority of the City of Lincoln, Nebraska,
hereinafter referred to as "Authority", and Lincoln Composites Division of
Technical Products Group, Inc., hereinafter referred to as "Lessee."
WITNESSETH:
WHEREAS, Lessee is in possession of Building No. ____ under a Lease
Agreement dated as of ___________, 197__, and Lease Extension Agreements Xx. 0,
0, 0, 0, 0, 0, 0 and 8, and an Assignment and Assumption of Lease Agreement, the
term of which expires on __________, 199___; and
WHEREAS, Lessee is desirous of extending this tenancy of Building No.
_____, the new addition and the said improved parking area for an additional
term of one (1) year from and after __________, 199___, and Authority is willing
to extend said Lease on the following terms and conditions.
NOW, THEREFORE, for valuable consideration, including the mutual
agreements herein set forth, the parties hereto agree as follows:
1. Lessee agrees to lease and is hereby granted a lease of the premises
known as Building No. 820, the new addition and the improved parking area
outlined in red on the attached Exhibit "A" for an additional term of one (1)
year beginning __________, 199__, and ending ____________, 1998.
2. Lessee shall pay Authority as rent for the premises herein leased at
the rate of _________________ ($_____) per square foot per year for ________
square feet for a total of the sum of ____________________________ ($__________)
per month, payable in advance on the first day of each month beginning
_________, 199___, and ending ____________, 199___.
3. All of the provisions and conditions of the said Lease originally
effective _____________ and Lease Extension Agreements Xx. 0, 0, 0, 0, 0, 0, 0
and 8, and an Assignment and Assumption of Lease Agreement shall be applicable
to the extended one (1) year term except as modified herein and shall continue
in full force and effect during Lessee's extended term.
IN WITNESS WHEREOF, the parties have hereunto set their hands the day
and year first above written.
AIRPORT AUTHORITY OF THE
CITY OF LINCOLN, NEBRASKA,
ATTEST: Lessor
______________________________ BY:_________________________________
Secretary Chairman
LINCOLN COMPOSITES DIVISION OF
ATTEST: TECHNICAL PRODUCTS GROUP, INC.,
Lessee
______________________________ BY:_______________________________
Secretary
APPROVED AS TO FORM
____________________________ of
Xxxxxxx & Xxxxx, P.C.
Legal Counsel for the Airport
Authority of the City of Lincoln,
Nebraska
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