LAND LEASE AGREEMENT
BETWEEN
NATRONACOUNTYINTERNATIONALAIRPORT
AND
ENVIRO ENGINEERING, INC.
P.O. BOX 211
CASPER, WY 82602
TABLE OF CONTENTS
ARTICLE PAGE NO.
1General Agreement3
2Term3
3Fees and Rentals3
4Rights and Privileges ofLessee4
5Rights and Privileges of Lessor4
6Obligations of Lessee5
7Insurance9
8Indemnification and Hold Harmless9
9Subleases; Responsibility for Sublessees10
10Defaults and Remedies10
11Additional Termination Rights11
12Cancellation by Lessee12
13Waiver of Subrogation12
14Remedies Cumulative; No Waiver12
15Damage to Property of Lessee and Others12
16Damage to Leased Premises and Property byLessee and Others13
17Lessor Representative13
18Subordination13
19Governing Law; Venue for Disputes13
20Counterparts13
21Severability13
22Independence of Contract13
23Survival of Obligations/Successors and Assigns Bound14
24Entire Agreement14
25No Assignment14
26Holdover Possession of Leased Premises by Lessee14
27Paragraph Headings14
28Notices14
29Exhibits15
ii
LAND LEASE RENTAL AGREEMENT
- Enviro Engineering, Inc. -
Article 1
General Agreement
THIS AGREEMENT made and entered into this 1st day of December, 2007, by and between the Board of Trustees of Natrona County International Airport,County of Natrona, State of Wyoming, a corporate body, hereinafter referred to as the "LESSOR", and Enviro Engineering, Inc., hereinafter referred to as the "LESSEE".
PRELIMINARY RECITALS
WHEREAS, the Lessor is the owner and operator of NatronaCountyInternationalAirport, an airport situated in Casper, Wyoming (the "Airport"); and
WHEREAS, Lessee desires to lease from Lessor a parcel of land located at 7600 Werner Street, approximately Eighty Seven Thousand One Hundred Twenty (87,120) square feet in size (2 acres), hereinafter referred to as the "Leased Premises", shown on Exhibit "A" attached hereto and made part hereof. Said Leased Premises to be used for the storage of pipe and environmental cleaning (removal of non-fryable asbestos material) of the pipe.
WHEREAS, Lessor deems it advantageous to the operation of its Airport to grant the Lessee use of the Leased Premiseswith the rights and privileges as herein set forth.
NOW, THEREFORE, for and in consideration of the rents, fees, covenants, and agreements contained herein, and for other good and valuable consideration, it is mutually agreed and understood between the Lessor and the Lessee the following.
Article 2
Term
2.1Term - The term of this Agreement shall be for a period of three (3) years commencing in full force and effect on the 1stday of December, 2007, through the 30th day of November, 2010, unless sooner terminated or canceled as herein provided.
2.2Renewal–Provided Lessee is not in default of any terms and conditions of this Agreement, at the expiration of the Agreement term, this Agreement shall automatically renew for a three (3) year term unless Lessor or Lessee gives the other notice in writing prior to September 30, 2010 days expressing its desire to not renew the Agreement.
Article 3
Fees and Rentals
From and after the effective date hereof, the Lessee agrees to pay to the Lessor for the rights and privileges herein provided, the following rentals and fees.
Rent for the Leased Premises shall be Three Thousand One Hundred Thirty Three dollars and 48/100 cents($3,133.48) per year, payable in advance on December 1, 2007. For the agreement year beginning December 1, 2008, and each agreement year thereafter including any extension, the annual rent for the Leased Premises shall be increased by 3.75%. Rent, when adjusted, shall be due and payable on the first day of December.
No demand for rent or fees need at any time be given, and it shall be the duty of Lessee to pay all monies when due. Payments received later than these dates are subject to interest in the amount of 1½% per month. The implementation of the interest provision shall not preclude the Lessor from terminating this Agreement for default in the payment of rentals as specified in Article 10, Defaults and Remedies.
Article 4
Rights and Privileges of Lessee
Subject to the terms and conditions hereinafter set forth, the Lessee is hereby given the following rights and privileges.
4.1Leased Premises Use - Lessee has the right to use the Leased Premises for the storage of pipe and environmental cleaning (removal of non-fryable asbestos material) of the pipe. The Lessee shall not engage in any other business, storage, operation, or activity without the written consent of the Lessor. The Lessee understands that a violation of this paragraph is a material default and breach of this Agreement that gives the Lessor the rights set forth in Article 10, Defaults and Remedies.
4.2Ingress and Egress - Subject to rules and regulations governing the use of the Airport as may be established by the Airport Manager, the Lessee, its employees, suppliers of materials, furnishers of service, subleases, business visitors, and invites shall have the right of ingress and egress to and from the Leased Premises.
4.3Quiet Enjoyment - The Lessor covenants that upon paying the rent and performing the covenants and conditions herein contained, the Lessee shall peacefully and quietly have, hold, and enjoy the Leased Premises for the term of this Agreement. The Lessee agrees that temporary inconveniences, such as noise, disturbances, traffic detours and the like, caused by or associated with the construction of Airport improvements or Airport events shall not constitute a breach of quite enjoyment of the Leased Premises. Further, the Lessee understands that access to the Leased Premises may be obstructed or prevented during and after snow events. The Lessee further agrees not to disturb Lessor or any other tenant of the Airport by creating or permitting any disturbance or other unusual noise or other undesirable condition on or about the Airport.
Article 5
Rights and Privileges of Lessor
In addition to other rights and privileges, the Lessor has the following rights and privileges:
5.1Airport Development - The Lessor has the right, but shall not be obligated to Lessee, to develop or improve the landing areas and other portions of the Airport as it sees fit, regardless of the desires or views of the Lessee, and without interference or hindrance. In the event that Lessor makes improvements which benefit Lessee, Lessee agrees to negotiate with Lessor fair and reasonable modifications to the Fees and Rentals as specified in Article 3, or the establishment of new fees as the case may be.
5.2Aerial Approaches - The Lessor has the right to take any action it considers necessary to protect the aerial approaches and transition surfaces of the Airport against obstruction, together with the right to prevent the Lessee or sub-lessees from erecting or permitting to be erected any building or other structure on the Airport, which, in the opinion of the Airport Board of Trustees would limit the usefulness of the Airport or constitute a hazard to aircraft.
5.3War, National Emergency, Riot, or Natural Disaster - During time of war, national emergency, riot or natural disaster, the Lessor shall have the right to lease the entire Airport or any part thereof to the United States or State of Wyoming for military or National Guard use and, in such event, the provisions of this Agreement, insofar as they are inconsistent with the provisions of any lease to any such unit of government, shall be suspended for the term of such government lease.
5.4Access to Leased Premises - To the extent necessary to protect the rights and interests of the Lessor, or to investigate compliance with the terms of this Agreement, the Airport Manager or his designee shall at any and all times have the right to inspect the Leased Premises, including all buildings, structures, and improvements erected thereon.
5.5Unrestricted Right of Flight - The Lessor, for the use and benefit of the public, has a free and unrestricted right of flight for the passage of aircraft in the airspace above the surface of the Leased Premises, 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.
5.6Government Use of Airport - This Agreement shall be subordinate to the provisions of any existing or future agreement between the Lessor and the United States Government, relative to the operation 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.
Article 6
Obligations of Lessee
Except as otherwise specifically provided herein, the Lessee shall have the following obligations.
6.1Condition of Leased Premises–The Lessee shall use the Leased Premises in its present condition and, without expense to the Lessor, will maintain any installations thereon.
6.2Environmental Compliance - Lessee shall comply with all laws relating to hazardous materials on the Leased Premises or related to Lessee’s activities at the Leased Premises. Lessee shall not use or store hazardous materials on the Leased Premises or surrounding area, except as reasonable necessary for its permitted use of the Leased Premises. Lessee shall not dispose of any hazardous materials on the Leased Premises or surrounding lands or waters. Lessee shall provide the Airport with copies of all reports, complaints, claims, citations, demands, inquires, or notices relating to the environmental condition of the Leased Premises, or any alleged material noncompliance with environmental laws by Lessee, at the Leased Premises, reasonable promptly (and in no event later than thirty (30) days) after such documents are generated by Lessee or received by Lessee. Lessee shall also promptly notify the Airport of any material spills, releases, or other discharges of hazardous materials by Lessee at the Leased Premises, and promptly abate and remove any such discharges. From and after acceptance of this Agreement by Lessee, all reporting requirements under any laws with respect to spills, releases, or discharges of hazardous materials by Lessee at the Leased Premises under any law are the responsibility of Lessee.
Lessee, during the term of this Agreement, shall follow all best management practices established by the Wyoming Department of Environmental Quality or Environmental Protection Agency regarding the removal of non-fryable asbestos material, including: prior to asbestos removal, pipe shall be wet to prevent the asbestos from carrying in the air; for winter operations, Lessee shall use a propylene glycol mix to wet the pipe but not cause freezing; asbestos removal shall be done when wind gusts are minimal and winds are 13 knots per hour or less; and all workers shall undergo training and be certified for the removal of asbestos.
From and after acceptance of this Agreement by Lessee, Lessee’s hazardous materials shall be the responsibility of Lessee and Lessee shall be liable for and responsible for including without limitation, at Lessee’s sole cost:
6.2.1removal, remediation, assessment, transportation, testing and disposal of Lessee’s hazardous materials as directed by any governmental agency, as required by any law, or as necessary to prevent or eliminate any nuisance, trespass, waste, or diminution in the value of the Leased Premises;
6.2.2damages for injury to persons, property, the Facilities and surrounding lands and waters;
6.2.3claims resulting from; (iv) fines, costs, fees, assessments, taxes, demands, orders, directives or any other requirements imposed in any manner by any governmental agency asserting jurisdiction, or under any law with respect to Lessee’s hazardous materials;
6.2.4costs and expenditures for cleanup, remediation, assessment, testing, investigation, transportation and disposal required hereunder;
6.2.5damages, costs, and expenditures for injury to natural resources and required by applicable law;
6.2.6any other liability, related to Lessee’s hazardous materials. The Airport is not required to incur any costs, fees (including attorney, consultant and expert witness fees) or expenses relating to Lessee’s hazardous materials. Should the Airport incur any such costs, expenses or fees relating to the Premises or surrounding lands, waters, or air. Lessee shall promptly reimburse Airport for said costs, expenses or fees.
Lessee assumes responsibility to the Airport for the acts or omissions of Lessee’s employees, agents, customers, sub-airports, assignees, successors, shareholders, subsidiaries, contractors or subcontractors (whether or not such acts or omissions are negligent, intentional, willful or unlawful) in any way relating to Lessee’s hazardous materials, or environmental compliance with respect to Lessee’s hazardous materials. Each of the promises and indemnities in this provision apply to any discharges of hazardous materials following the date hereof at the Leased Premises (or emanating from the Leased Premises) by Lessee, whether occurring during or after Lessee vacates the Leased Premises. The promises and indemnities by Lessee are continuing and survive the termination of this Agreement. For the purposes of this Agreement “Lessee’s hazardous materials” are only those hazardous materials discharged after the date of tenancy by Lessee. Lessee shall have no responsibility for the condition of the premises prior to commencement of Lessee’s tenancy.
At the Airports sole discretion, the Airport, or its representatives or consultants, may enter upon the Leased Premises and make any tests, measurements, investigations, or assessments that the Airport deems necessary in order to determine the presence of hazardous materials. If any Lessee hazardous materials are detected requiring remedial action under this provision, or if any material violation of any law or the requirements of this provision are found, the fees and expenses of said consultant shall be paid by Lessee as additional rent under this Agreement on demand by the Airport. This is in addition to Lessee’s obligation to conduct all required testing, investigation, assessment, cleanup and remediation at Lessee’s sole cost as stipulated above of any Lessee hazardous materials releases.
Prior to the end of the Agreement Term or earlier termination of the Agreement, Lessee shall remove or remediate all Lessee’s hazardous materials from the Leased Premises and surrounding lands and waters, including soil samples 25 feet around the perimeter of the Leased Premises. Unless instructed otherwise by the Airport, Lessee shall also, prior to vacating the Leased Premises, remove all tanks, piping and other equipment which stored hazardous materials, or which are contaminated by hazardous materials. Should Lessee fail to comply with this section, in addition to all other damages and remedies which may be available to the Airport, Lessee shall be liable to the Airport for the fair rental value of the Leased Premises as uncontaminated, or to the extent the Leased Premises can be partially occupied by others, the reduction in the fair rental value, until the required removal or remediation has occurred.
6.2Maintenance, Exterior Storage, and Housekeeping - Lessee shall at its sole expense, keep, maintain, and repair the Leased Premises, any improvements thereto, consistent with good business practices, and in a manner to preserve and protect the general appearance and value of other premises in the immediate vicinity. This shall include, but not be limited to: paved areas, lighting, grass, and landscaped areas within lease lines. At the end of the Agreement, Lessee shall surrender the Leased Premises in good condition, normal wear and tear aside.
Lessee further agrees to remove at its expense all trash and garbage and not deposit the same on any part of the Airport except temporarily in conjunction with collection or removal.
In the event Lessee does not keep the Leased Premises in a presentable condition, the Lessor has the right to issue a written notice to remedy the condition forthwith. Should Lessee fail to perform satisfactorily within ten (10) days of such notification, or show cause for extension of said time period, the Lessor shall have the right to perform, or have performed by an outside contractor the necessary work without liability, and Lessee agrees to pay the Lessor one hundred twenty five percent (125%) of such expenses within fifteen (15) days upon invoice receipt.
6.4Additions or Alterations–The Lessee is prohibited from making alterations, attaching external fixtures, or making other changes to the Leased Premises unless approved in advance in writing by the Airport Manager. All such changes to become part of the realty upon which they were constructed.
6.5Signage and Illumination–Lessee shall not paint upon, attach, exhibit or display in or about said Leased Premises any sign without the written consent of the Airport Manager first obtained regarding the nature and construction of said sign, provided always that the Lessee may erect an appropriate sign containing the name of the Lessee with Airport Manager approval, said approval not to be unreasonably withheld.
6.6Utilities–The Lessee agrees to provide its own connections with utilities and to make separate arrangements with the agencies responsible for these utilities. The Lessee shall pay for all utility service supplied to the Leased Premises, and if required by the utility agencies as a condition of providing the services, theLessee will install and pay for standard metering devices for the measurement of such services. In the event it shall become necessary to make utility service or facility changes, the Lessee will either make such changes and installations, at its expense, as directed and required by the utility organizations, or pay the utility organization for such changes made. The Lessor shall have the right, without cost to Lessee, to install and maintain in, on or across the Leased Premises, sewer, water, gas, electric, and telephone lines, electric substations, or other installations necessary to the operation of the Airport, or to service other tenants of the Lessor; provided, however, that the Lessor shall carry out such work and locate any above-ground structures in a manner so as not to unreasonably interfere with Lessee's use of the Leased Premises.