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HomeMy WebLinkAboutRes.3001.07-05-2016 BILL NO. 16-120 RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE AGREEMENT WITH AIRCRAFT ROTORCRAFT MAINTENANCE ENGINEERING SERVICES, LLC, FOR OFFICE SPACE 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 Aircraft Rotorcraft Maintenance Engineering Services, LLC, for office space at the Cape Girardeau Regional Airport, in the City of Cape Girardeau, Missouri . The Agreement shall be in substantially the form attached hereto as Exhibit A, which document is hereby approved by the City Council, with such changes therein as shall be approved by the officers of the City executingthe , e . PASSED AND ADOPTED THIS /� DAY OF 2016 . ® Harry Ef Rediger, Mayor W Ev4 W ATTEST: TSE UAr &ZAL Bruce Tayl eputy City Clerk LEASE AGREEMENT THIS LEASE made this day of cam{ , 2016, between the City of Cape Girardeau, Missouri, a Municipal Corporation, herein(after called "Lessor" and Aircraft Rotorcraft Maintenance Engineering Services, LLC, a corporation organized and existing under and by virtue of the laws of the State of Missouri and authorized to do business in the State of Missouri, hereinafter referred to as "Lessee", IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS: SECTION 1. PREMISES. Lessor hereby agrees to lease to Lessee and Lessee hereby agrees to take under the terms and conditions set out in this Lease Agreement, the property shown on diagram in Exhibit A, located inside the hangar at the address 9071 John E. Godwin Memorial Drive, which real estate is owned by the City of Cape Girardeau, Missouri located at the Cape Girardeau Regional Airport in Scott County, Missouri: SECTION 2. TERM. The original term of this lease shall be for six (6) months, commencing on July 1, 2016, and shall expire on December 31, 2016. At the expiration of this lease term, the Lessor and Lessee will review the agreement and negotiate terms for a new six month or a twelve month period. SECTION 3. RENTAL. Lessee shall pay Lessor monthly the rental amount of Two hundred and twenty-five dollars ($225), on or before the 10`" day of each month during the term of this Lease. Such rental amount is the sum of 300 sq. ft. of office space x $9.00/sq. ft./year, divided by 12 months. All payments are to be made at the office of the City Collector of the City of Cape Girardeau or at such other place as Lessor may direct. There will be a 1'/2 % per month interest (18% per year) charged on all past due accounts. In the event Lessor receives a lease or purchase offer for the entire 52,000 square foot facility and associated land lease property from another interested party during this lease term, the Lessor shall give Lessee thirty (30) days written notice of termination of this lease. SECTION 4. USE OF THE PREMISES. Lessee shall occupy and use subject leased office space for the administration of a Federal Aviation Administration approved business directly associated with expected future aircraft repairs, maintenance, and renovation. Such aircraft can be defined as civilian or military helicopters or fixed wing type aircraft. Unless this lease is amended, Lessee agrees to limit the use of the hangar facilities to solely the office space for activities listed above and to allow Lessor to use the remaining portions of the hangar for daily storage of aircraft or for leasing additional hangar and/or office space to any other business for any aviation related activity. Lessee may, however, have free ingress and egress to the air side ramp areas, utilizing the air side hangar door or walk-through doors as necessary. Lessee further agrees to comply with all Rules and Regulations set out by the Cape Girardeau Regional Airport, as amended. SECTION 5. UTILITIES Lessee shall assume and pay for all costs related to local and long distance telephone service, internet service, and television service during the term of this lease. Lessee agrees to pay for any and all connection and service charges incurred therefore. Lessor shall track the average monthly utility expenses for the entire facility, divide by the total square footage and bill the Lessee the pro rata share based on the leased square footage. SECTION 6. CUSTODIAL SERVICES Lessee shall provide a complete and proper arrangement for the adequate sanitary handling and disposal, away from the Airport, of all trash, garbage and other refuse resulting from the operation of its business. Lessee shall provide and use suitable covered metal receptacles for all such garbage, trash and other refuse. Piling of boxes, cartons, barrels or other similar items in an unsightly or unsafe manner on or about the demised premises shall not be permitted. Lessee agrees to provide the necessary materials, equipment and labor to provide all necessary janitorial and custodial services, and to maintain the premises in a clean, safe, orderly, and sanitary condition. SECTION 7. 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 hereof. Lessee agrees to accept the cosmetic appearance, including all flooring and paint condition of doors, cabinets, and walls of the leased area in an "as is" condition. Additionally, Lessee agrees to provide, install, and maintain its own kitchen appliances in the break room, if necessary. Lessee shall promptly repair all damages to said premises and building caused by its employees, patrons, or its operation thereon. Lessee shall maintain and repair the interior and exterior of the leasehold area and associated improvements, including any installed appliances. Lessee shall provide and maintain hand fire extinguishers for the interior of the building in accordance with applicable safety codes. Lessor agrees to maintain and repair equipment and utilities, including electrical, gas, mechanical, and plumbing, including air conditioning and heating equipment. Lessor shall maintain the grounds of Lessee's leasehold to insure that the grass around all the buildings is mowed regularly and that all driving surfaces within Lessee's leasehold are kept as clear of snow as practicable. Lessor shall also maintain the ramp area in front (South) of the building to insure that the aircraft's operating area surfaces are kept as clear of snow as practicable. SECTION 8. ALTERATIONS AND IMPROVEMENTS. Lessee shall make no alterations, additions, repairs, replacements or improvements upon the lease 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 be and remain the property of Lessor and be surrendered with the leased premises as part thereof upon termination of this Lease. SECTION 9. 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 Lessor. SECTION 10. 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 and that it will not create or permit any nuisance in or upon the leased premises to the annoyance of neighboring properties, or permit waste of the leased premises to occur, or allow the lease premises to be used for any illegal, immoral or illegitimate purposes. SECTION 11. INSURANCE. Lessee shall not be required to procure liability insurance until which time this lease may be amended to include rental space in the hangar floor area. If during the term of this Lease, the premises including the building thereon at the commencement of this lease are totally destroyed for any cause, by fire or other casualty, this Lease shall become void at Lessee's option. In no case shall Lessor be obligated to rebuild or restore the demised premises or any building or portion thereof which may be destroyed or damaged. SECTION 12. INDEMNIFICATION. 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 the leased premises or the equipment thereof including as against or in violation of law, regulation or other 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 of 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. Lessor shall not be liable for its failure to perform the Agreement or for any loss, injury damage or delay of any nature whatsoever resulting there from causes by an Act of God, fire, flood, accident, strike, labor dispute, riot, insurrection, war or any other cause beyond Lessor's control. SECTION 13. 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, stoppage, 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. 3 SECTION 14. INGRESS AND EGRESS Lessor shall provide a right of ingress and egress to the demised premises for the Lessee, its officers, employees and agents. SECTION 15. RIGHT OF ENTRY. Lessor shall have at all reasonable times during business hours, the full and unrestricted right to enter the leased premises for the purpose of inspection, and for the purpose of doing any and all things, which it is obligated or has a right to do under this agreement, or by law. SECTION 16. TAXES. Lessee shall pay all personal property taxes which may be assessed against equipment, merchandise or other personal property owned or used by Lessee located on the demised premises. SECTION 17. REHABILITATION ACT REQUIREMENTS. Lessee shall operate and maintain its facilities in accordance with the requirements of Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) and will assure that no qualified handicapped person shall, solely by reason of his or her handicap, be excluded from participation in, be denied the benefits of, or otherwise be subject to discrimination, including discrimination in employment under any program or activity that receives funds or benefits from a Federal Grant. Lessee further assures that it shall comply with the requirements imposed by or pursuant to 49 C.F.R., Part 27. SECTION 18. NON DISCRIMINATION. Lessee shall 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 Title VI of the Civil Rights Act of 1964, and Part 21 of the Regulations of the Office of the Secretary of Transportation in the use of the leased premises. Lessor reserves the right to take such action as the United States Government may direct to enforce this covenant. The Lessee assures that it will undertake an affirmative action program as required by 14 CFR Part 152, Subpart E, to insure that no person shall on the grounds of race, creed, color, national origin, or sex be excluded from participating in any employment activities covered by 14 CFR Part 152, Subpart E. The Lessee assures that no person shall be excluded on the grounds from participating in or receiving the services or benefits of any program or activity covered by this subpart. The Lessee assures that it will require that its covered suborganizations provide assurances to the Lessee that they similarly will undertake affirmative action programs, and that they will require assurances from their sub -organizations, as required by 14 CFR Part 152, Subpart E., to the same effect. 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. Lessee agrees to furnish service on a fair, equal and not unjustly discriminatory basis to all users thereof, and to charge fair, reasonable and not unjustly discriminatory prices for each unit or service; PROVIDED, that Lessee may make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. 4 SECTION 19. NO REFERRALS REQUIRED. Nothing contained in this Lease shall require either party or any of the members, stockholders, beneficial owners or employees of either party to make referrals of patients to the other party. The parties support a patient's right to select the medical facility of his or her choice. This Lease is not intended to influence the judgment of any member, stockholder, beneficial owner or employee of either party in selecting the medical facility that is appropriate for the proper care and treatment of patient. SECTION 20. COUNTERPARTS, FACSIMILE OR ELECTRONIC SIGNATURE. This Agreement may be signed in one or more counterparts including via facsimile or email, or by electronic signature in accordance with Missouri law, all of which shall be considered one and the same agreement, binding on all parties hereto, notwithstanding that both parties are not signatories to, the same counterpart. A signed facsimile or photocopy of this Agreement shall be binding on the parties to this Agreement. SECTION 21. LESSOR'S REPRESENTATION AND WARRANTY. LESSOR represents and warrants to LESSEE that LESSOR and its owners, employees and agents (collectively "Personnel") (i) are not listed on the General Services Administration's Excluded Parties List System ("GSA List"), and (ii) are not suspended or excluded from participation in any federal health care programs, as defined under 42.U.S.C. § 1320a-7b(f , or any form of state Medicaid program (collectively, "Government Payor Programs"), and to LESSOR's knowledge there are no pending or threatened governmental investigations that may lead to suspension or exclusion of LESSOR or Personnel from Government Payor Programs or may be cause for listing on the GSA List (collectively, an "Investigation"). LESSOR agrees to notify LESSEE of the commencement of any Investigation or suspension or exclusion from Government Payor Programs within three (3) business days of LESSOR's first learning of it. LESSEE shall have the right to immediately terminate this Agreement upon learning of any such Investigation, suspension or exclusion. LESSEE shall be timely kept apprised by LESSOR of the status of any such Investigation. LESSOR shall indemnify, defend, and hold LESSEE harmless from any claims, liabilities, fines, and expenses (including reasonable attorneys' fees) incurred as a result of LESSOR's breach of this paragraph. SECTION 22. ASSIGNMENT AND SUBLEASE. Lessee shall have the right, with the prior written consent of Lessor, to assign this lease, or to sublease any portion of the demised premises, but in such event Lessee shall remain liable to Lessor for the remainder of the term of the lease to pay to Lessor any portion of the rent and fees provided for herein upon failure of the assignee or sub -lessee to pay the same when due. Said assignee or sub -lessee shall not assign or sublease without the prior written consent of Lessor and Lessee. Any such assignment by Lessee shall contain a clause to this effect. Lessee hereby agrees that any sublease or assignment shall be solely for the purpose of conducting a business of the same general nature and purposes as specified herein. SECTION 23. NO WAIVER OF FUTURE BREACH. The failure of Lessor or Lessee to insist, in any one or more instances, on a strict performance of any of the terms or the conditions of this Lease, or to exercise any right herein contained, shall not be construed as a future waiver or a relinquishment of the provisions or right, but the same shall continue and remain in full force and effect. The receipt by Lessor of rent, with knowledge of the breach of any term or condition hereof, shall not be deemed a waiver of the breach and no waiver by Lessor of any provision hereof shall be deemed to have been made unless expressed in writing and signed by Lessor. Should Lessor at some time consent to an r assignment of this Lease or to a sublease of the whole or any part of the demised premises, no further assignment and no further sublease shall be made without the express consent in writing by Lessor. None of the terms or conditions of this Lease shall be altered, waived, or modified in any manner except by written instrument executed by both parties. SECTION 24. DEFAULT. If any default shall be made in Lessee's compliance with any term or provision of this lease agreement, then Lessor may at its 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. SECTION 25. LESSEE'S RIGHT OF TERMINATION. Lessee shall have the right to terminate this lease upon the happening of one or more of the following events: A) The permanent abandonment of the Airport, B) The lawful assumption by the United States Government, or any authorized agency thereof, of the operation, control or use of the Airport, or any substantial part thereof, in such a manner as to substantially restrict Lessee's use of the premises for a period of forty-five (45) days. C) Issuance by any Court of competent jurisdiction of any injunction in any way preventing or restricting the use of the Airport, and the remaining in force of such injunction for a period of at least forty-five (45) days, D) The default by Lessor in the performance of any covenant or agreement herein required to be performed by Lessor, and the failure of Lessor to remedy such default for a period of thirty (30) days after receipt from Lessee of written notice to remedy said default. E) Lessee relocates, sells, or in any way abandons or loses the business referred to herein, above. Lessee may exercise the right of termination by written notice to Lessor at any time within thirty (30) days after any of the events mentioned in the preceding subparagraphs (A) through (E) above. SECTION 26. LESSOR'S RIGHT OF TERMINATION. This lease shall be subject to termination by Lessor upon the happening of any one or more of the following events: A) Lessee shall be in arrears in the payment of rent for a period of thirty (30) days after the time such payment shall be due, B) Lessee shall make a general assignment for the benefit of creditors, C) Lessee shall file a voluntary, or have filed against it an involuntary, petition in bankruptcy, provided such petition whether voluntary or involuntary shall not be dismissed within fifteen (15) days after it is filed, D) Lessee shall abandon the demised premises, E) Lessee shall discontinue its use of the premises for a period of thirty (30) days, F) Lessee shall default in the performance of any of the other covenants, agreements and conditions required to be kept and performed by Lessee, and such default continue for a period of thirty (30) days after receipt of written notice from Lessor of said default. Lessor may exercise the right of termination provided for herein by written notice to Lessee of its intention to terminate, and this lease shall terminate ten (10) days after the date of such notice. 0 In the event of termination Lessor may take possession of the demised premises upon the effective date of said termination. Default under this lease shall entitle Lessor to declare all remaining installments or rentals to be due and payable immediately, and in the event Lessor shall take possession of the demised premises, it may relet the same upon such terms and conditions as it shall deem appropriate, and any deficiency in the rental payments shall be and remain the obligation of the Lessee. At the termination of this lease, Lessor may retain as its sole property all real !property improvements which have been constructed by Lessee, or may require Lessee to remove said improvements and restore the land substantially to its original condition, all at Lessee's expense. Upon termination of this Lease, Lessee shall remove all personal property from the demised premises, within thirty (30) days, and if Lessee fails to remove said personal property within that time, said property shall be forfeited to Lessor and may be removed by Lessor at Lessee's expense. Further, upon termination of this lease for any reason, Lessor shall have a lien upon and against all of Lessee's property, real and personal, located on the lease premises, for any sums due Lessor from Lessee. SECTION 27. NOTICES. Any notice or other communication to Lessor or Lessee referred to in this lease agreement shall be deemed validly given, served and delivered upon deposit in the United States Mail, registered and with proper postage and registration fee prepaid, addressed as follows: LESSOR: City Clerk City Hall 4011ndependence P. O. Box 617 Cape Girardeau, Missouri 63702-0617 LESSEE: Aircraft Rotorcraft Maintenance Engineering Services, LLC 190 Northside Drive Perryville, MO 63775 Either party may change these persons or addresses by giving notice as provided above. Notice shall be considered given and received on the latest original delivery or attempted delivery date as indicated on the postage receipt(s) of all persons and addresses to which notice is to be given. 7 SECTION 28. PARTIES BOUND. All of the terms, covenants and conditions herein contained shall be binding upon and shall inure to the benefit of the parties, their successors, heirs, executors, administrators and assigns. IN WITNESS WHEREOF, each person signing below represents and warrants that he or she is fully authorized to sign and deliver this Amendment in the capacity set forth beneath his or her signature and the parties hereto have signed this Amendment as of the date and year written below. LANDLORD: City of Cape Gira By: '� w Name: cott A. ey Title: City Managef Address: P.O. Box 61 Cape Girardeau, MO 63702 Email: smeyer(a)cityofcape.ora Date:�2114 Acknowledged By: ame: -Br&-f 70 ry Title j,City Clerk Addres . P.O. Box 617 Cape Girardeau, MO 63702 TENANT: Aircraft Rotorcraft Maintenance Engineering Services, LLC By: —1 Name: Tac . Ogle Title: E Address: 190 Northside Drive Perryville, MO 63775 Acknowledged By: Name: Title: Address: Date /l/i �i�g���e Date: