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HomeMy WebLinkAboutRes.2794.12-16-2013BILL NO. 13-171 RESOLUTION NO. o27W A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE AGREEMENT WITH TONY AND SANDY LADD, AND SANDY'S PLACE, LLC, AT THE CAPE GIRARDEAU REGIONAL AIRPORT BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU, MISSOURI, AS FOLLOWS: ARTICLE 1. The City Manager, for and on behalf of the City of Cape Girardeau, Missouri, is hereby authorized to execute a Lease Agreement with Tony and Sandy Ladd, and Sandy's Place, LLC, at the Cape Girardeau Regional Airport. A copy of said Lease Agreement is attached to this Resolution and made a part hereof. PASSED AND ADOPTED THIS qi%DAY OF/�6 T- 2013. ATTEST: nuad Gayle Conrad, City Clerk Harry E. Re Iger, Mayor PREMISES AND EQUIPMENT LEASE Cape Girardeau Regional Airport Restaurant This lease is made and entered into this11� day of�IQW bort% 2013, by and between the CITY OF CAPE GIRARDEAU, MISSOURI, a municipal corporate (hereafter "Lessor") and Tony and Sandy Ladd and Sandy's Place, LLC, d/b/a Sandy's Place Airport Restaurant (hereafter "Lease"). In consideration of the mutual promises and covenants hereinafter set forth and other goods and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties hereto as follows: 1. LEASED PREMISES. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor, the property shown on diagram in Exhibit A and the equipment described in the inventory list, to be included, and mutually agreed by both parties, as Exhibit B and by this reference made a part hereof, which said property is located with the terminal building at the Cape Girardeau Regional Airport in Cape Girardeau, Missouri. 2. INVENTORY. Lessor agrees to lease to Lessee and current inventory of restaurant supplies and equipment listed in an inventory list, to be included as Exhibit B, which shall be in stock at the time this lease commences. Such equipment and supplies shall be verified through combined inspection of both parties and verified with a mutually signed inventory list (Exhibit B) consisting of the individual items and quantities of items. Said inspection shall begin at such time as this lease shall commence and payment for any such items missing from the list at time of lease termination shall be made within thirty (30) days of completion of a final inventory inspection. USE OF PREMISES. Lessee shall occupy and use the leased premises to operate a restaurant, lounge, meeting facility, and banquet center, as well as operate a catering business on and off premises. Should such use be at any time prohibited by law, then Lessee, at its option, may terminate this lease and all of its liability hereunder. Lessee shall at all times maintain a respectable, clean, and professional operation and appearance. Lessee shall have the option to remain open during Airport special events and agrees to coordinate their plans for such and receive approval from Airport Management. Lessee agrees to be open and operate, at a minimum, for continental breakfast and lunch weekly, six days per week unless approved otherwise by Airport Management. TERM. The term of this lease shall be for sixty (60) months, commencing on January 1, 2014 and shall expire on December 31, 2018. This lease shall automatically renew, on the same terms and conditions, on a month-to-month basis unless Lessee notifies Lessor in writing of intent to terminate the lease at least sixty (60) days prior to the end of the current leased term. At the conclusion these lease terms, all rental amounts and other conditions of this lease shall -be subject to renegotiation at the option of the Lessor. RENT. Lessee promises and agrees to pay rent to Lessor for the leased premises at a rate of three percent (3%) of monthly gross receipts for the first $150,000.00 of annual gross receipts and two percent (2%) of monthly gross receipts in excess of such $150,000.00 of annual gross receipts. "Annual Gross Receipts" for purposes of this lease shall include all receipts for the sale of any item prepared and/or sold upon the leased premises including food, beverage, catering/banquet and vending sales but DOES NOT include any sales taxes or other like taxes Lessee is obligated to charge for its products or services. In no event during the term of this lease shall monthly rent be less than $250.00. Additionally, Lessee agrees to pay a $75.00 per month storage fee for use of the storage room, as shown on Exhibit A. Lessee agrees to pay Lessor a monthly rental of $750.00, plus the room storage fee of $75.00, for a monthly total of $825.00, for the first eleven (11) months of the lease term. Rent for the twelfth month, or the "Year End Total" rent, will be calculated by determining the total twelve month "Annual Gross Receipts", as described above, in this section #5 RENT, and subtracting the sum of $8,250.00, and then adding the monthly $75.00 storage fee to the remainder. Under no circumstance shall the Lessee have a Year End Total rent amount that is less than zero. At the end of the first twelve month term, this rental payment method will continue for each successive twelve month period. The rent is payable monthly on or before the 20th day of each month, and shall be prorated for the first partial. Said payments and documentation shall be delivered to the Office of Accounting and Purchasing, City of Cape Girardeau, City Hall, P.O. Box 617, Cape Girardeau, MO 63702-0617. For the purpose of certification of Annual Gross Sales amounts, Lessee agrees to provide access to all business records and ledgers applicable to the operation of the premises. Such request for financial audit will be permitted by the Lessee no later than 5 business days following such request from the Lessor. Should the terminal building be damaged in such a way as to cause reduction or cessation of Lessee's business, the base minimum rent shall be reduced by the same percentage as the gross receipts of Lessee are reduced during the months of damage, compared to the corresponding calendar months of the immediately preceding year, provided that such damage is in no way proximately caused by the Lessee, its agents or employees. 6. DEPOSIT. Lessor recognizes that Lessee has a deposit on account with Lessor in the amount of $1,000.00 as a guarantee of Lessee's performance of this lease and the timely payment of the rental provided for herein: and in the event Lessee shall fail to pay the rental as provided herein, or otherwise breach this lease, then the Airport Manager may apply such deposit, or any part thereof as may be necessary, to the payment or rental or to the payment of damages for such breach. 7. ASSIGNMENT AND SUBLETTING. Lessee shall not assign this lease, nor shall the leased premises or any part thereof, be assigned, let or sublet without the prior written consent of Lessor, which consent shall not be unreasonably withheld. 8. TERMINATION OF LEASE. Lessee shall be required to give at least thirty (30) days notice of intent to terminate any or all conditions of this lease. Failure of the Lessee to conduct business in excess of three (3) business days, Monday through Friday, without written notice giving reasonable cause of such to Lessor may be considered to be abandonment of the lease premises. Failure by Lessee to give notice shall be considered as abandonment of the lease premises and shall result in termination of the terms of this lease AND- Lessee shall pay Lessor one (1) month's rent at the highest rate applicable in paragraph 5 of this leasei subject to a minimum of $250.00. 9. REPAIRS AND MAINTENANCE. Lessee shall be responsible for damage to the demised premises resulting from Lessee's use of the premises, ordinary wear and tear excepted, and Lessee shall keep the demised premises in good and safe repair and condition at all times during the term thereof. Lessor shall be responsible for major items such as physical plant equipment and major malfunctions of said equipment, as well as scheduled periodic cleaning of the grease trap. Within six (6) months of the date of the execution of this lease, Lessor shall install new flooring in all eating areas, including the area known as the original bar area. Lessee shall be responsible for all preventative type maintenance expenses, including carpet and other flooring, and upholstery cleaning and normal maintenance activity which under normal circumstances could be performed by a competent workman employed by the Lessee. Lessee shall also be responsible for simple repairs to said equipment that entails modest expense. Modest expense shall be deemed as those repairs costing less than $250.00 for parts and labor. Lessee shall be responsible for cleaning restroom facilities during and after banquet/catering events at the airport facility and agrees to clean terminal building lobby area events in preparation for early morning air carrier service. Lessee shall also be responsible for damages to terminal area facilities resulting from improper conduct of its patrons purchasing alcoholic beverages at the restaurant. Lessee shall be responsible, at their sole expense, for proper disposal of all trash and other refuse, including waste oil, caused by its operations under this lease. 10. ALTERATIONS AND EMPROVENIENTS. Lessee shall make no alterations, additions, repairs, or replacements upon the leased premises without the prior written consent of Lessor. Such consent shall not be withheld without reasonable cause. All alterations, additions, repairs, replacements and improvements shall remain the property of Lessor and be surrendered with the leased premises as part thereof upon termination of this lease. 11. SIGNS. Lessee shall not construct, attach, affix or paint any sign, advertisement or notice on the exterior of the leased premises, including screens, awnings and shades without the prior written consent of the Lessor. Lessor agrees to work with the Lessee in facilitating a location upon which Lessee can erect and maintain a sign or signs, which will at a minimum, advertise the business of the Lessee. 12. COMPLIANCE WITH LAWS. Lessee covenants and agrees that it will comply with all the requirements of all laws regulating the use and occupancy of buildings in Cape Girardeau, Missouri, including full payment of the City Restaurant Tax, and that it will not create or permit any nuisance in or upon the leased premises to annoyance of neighboring properties, or permit waste of the leased premises to occur, or allow the leased premises to be used for any illegal, immoral or illegitimate purposes. 13. UTILITIES. Lessee shall pay for all water, gas, electricity, and sewer, telephone or other utility charges associated with the leased premises during the term of this lease. 14. PUBLIC LIABILITY INSURANCE. Lessee agrees to indemnify, defend and hold harmless the Lessor from all claims, actions, suits, and demands because of any bodily injury, including death, and because of damages to property or losses which may arise out of or result from Lessee's operations or use of the demised premises whether such operations or use are by Lessee, its agents, employees or anyone directly or indirectly employed by Lessee. Lessee shall procure and maintain in effect for the term of this Agreement, liability insurance in an amount not less than $300,000.00 for one person and $2,000,000.00 for any one occurrence involving personal injury, death, or property damage. If, however, the State of Missouri raises the liability limits for municipalities contained in Section 537.600 et seq., Revised Statutes of Missouri, or elsewhere, Lessee shall increase its liability insurance to an amount equal to those new limits. On all policies of insurance referred to herein, Lessee shall have Lessor named as an additional insured. 15. INDEMNITY OF LESSOR. Lessee covenants to indemnify and hold lessor harmless against any and all claims arising from the conduct or management of or from any work or thing whatsoever done in or about proper authority during the term of this lease, or arising during said term from any act or negligence of the Lessee or any of its agents, contractors, employees, guests, voluntary help, or invitees, or arising out to any accident, injury, or damage whatsoever, however caused, to any person or persons, or to the property of any person, persons, corporation, or entity, occurring during the term of this lease, on in, or about the leased premises and from and against all costs, counsel fees, expenses, and liabilities incurred in any way as a result of any such claim or any action or proceeding brought against Lessor by reason of any such claim. Lessee, on notice from Lessor, shall resist or defend such action or proceeding by counsel satisfactory to Lessor. The foregoing indemnification shall survive termination of this lease. 16. LESSOR'S LIABILITY. Lessor shall not be liable to Lessee, its agents, contractors, employees, guests, voluntary help, or invitees for any injury or damage caused to any of said persons or their property by reason of water, rain, snow, ice, sleet, fire, storm, Act of God, accidents, or by breakage, stopping or leakage of water, gas heating, air-conditioning, sewer pipes, or plumbing on, about or adjacent to the leased premises, all of which said risks are assumed by Lessee. 17. TAXES. Lessor shall pay any real estate taxes on the leased premises. Lessee will be responsible only for such taxes as are assessed against Lessee's activity and on the equipment Lessee owns, and/or uses in the conduct of its activity. 18. DAMAGE OR DESTRUCTION OF PREMISES. If the leased premises or any improvements thereon become damaged in whole or in part by fire or other casualty through no fault of Lessee to such extent as Lessee determines said damage will interfere with or inconvenience it in its operations, Lessee may, upon 45 days written notice, forthwith terminate this lease, in which event Lessee shall have no further liability or obligation of its activity. If the leased premises or any improvements thereon become damaged in whole or in part as a result of Lessee's use or occupancy, Lessor shall repair such damage but at Lessee's expense, and if such damage is covered by Lessee's insurance, then the proceeds of such insurance shall be paid to Lessor to be applied to such restoration or repair, with any excess paid to, or deficiency paid by, Lessee as the case may be. 19. DEFAULT. If any default shall be made in Lessee's compliance with any term or provision of this lease agreement, then Lessor may at is sole option, upon 30 days written notice, forthwith terminate this lease. Upon such termination of this lease, Lessee shall peacefully surrender possession of the leased premises to Lessor, and all rights of Lessee to the leased premises shall cease and desist. 20. SURRENDER AT END OF TERM. On the last day of the lease term, whether or not accelerated, Lessee shall peaceably and quietly leave and surrender the leased premises to Lessor, including all improvements added by Lessee, if any, in as good condition as reasonable use and wear thereof will permit. 21. NOTICES. Any notice or demand provided for herein may be given to Lessor and Lessee to be served by personal service or by ordinary mail, postage prepaid, addresses to Lessor at: Office of the Airport Manager, Cape Girardeau Regional Airport, PO Box 617, Cape Girardeau, MO 63702-0617 and the Lessee at: Tony and Sandy Ladd, 307 Wills Dr., Jackson, MO 63755. Either party may designate in writing, a new address to which any such notice, demand, or communication shall thereafter be given. 22. WAIVERS. No waiver of any right to re-enter or terminate, by acceptance of rent or otherwise, shall waive any subsequent right to re-enter or terminate for subsequent breaches of any covenant, term or condition of this lease, nor shall any consent by Lessor to any assignment or subletting of the leased premises, or any part thereof, waive any of the covenants, terms or conditions of this lease relating to assignment or subletting. 23. CONDITION OF PREMISES. Lessee acknowledges that it has examined the leased premises prior to the execution of this lease agreement and knows of the condition thereof; that no representations as to the condition or state of repair thereof have been made by Lessor other than those expressed herein; and the Lessee accepts the'leased premises in their condition at the beginning of the lease term. Lessor reserves the right for Airport Manager and/or Airport Operations Supervisor to inspect premises at any time and without notification. Such inspections will not be performed in a manner that will hinder or impede high impact times of daily operations. 24. DEFINITIONS. Whenever the words "Lessor" or "Lessee" are used herein, they shall be construed to include the successors and assigns in the parties, who shall also be bound by the terms of this lease agreement. 25. GOVERNING LAW. This agreement shall be governed by the law of the State of Missouri. 26. INCLUDED SERVICES. Lessor shall provide parking facilities for use by Lessee's employees and visitors/customers as in integral part of this lease. 27. FEDERAL ASSURANCES. Lessee will not, on the grounds of race, color, creed, or national origin, discriminate or permit discrimination against any person or group of persons in any manner prohibited by Part 21 of the Regulations of the Office of the Secretary of Transportation. Lessor reserves the right to take such action as the United States Government may direct to enforce this covenant. 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, 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. It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308 of the Federal Aviation Act of 1958. In the event facilities are construed, maintained, or otherwise operated on the property described in this lease, for the 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 its facilities and services in compliance with all requirements imposed pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations now exist or as they may from time to time be amended. Lessee, himself, his 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: (1) no person on the grounds of race, color, creed, 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, creed, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be 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 Department of Transportation, and as said Regulations now exist or as they may from time to time be amended. Lessee agrees to furnish service at 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 or service; PROVIDED, the Lessee may take reasonable and nondiscriminatory discounts, rebated, or other similar types of price reductions to volume purchases or as is from time to time allowed through various marketing devises. INWITINESS WHEREOF, the parties hereto have duly executed the foregoing agreement and the year first written. By: Za�jb Conrad City Clerk LESSOR: CITY OF CAPE GIRARDEAU, MISSOURI By LESSEE: IN Date./2'I ?-/3 LADD Date: r Date:1.I Sandy Ladd Date: V' � ' v /1-2 — ('-L(?