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Home My WebLink AboutRES.982.09-19-1994 BILL NO. 94-248 RESOLUTION NO. ��=i� A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE AND OPERATIONS AGREEMENT WITH AIR EVAC EMS, INC. AT THE CAPE GIRARDEAU MUNICIPAL 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 and Operations Agreement With Air Evac EMS, Inc. , a Missouri Corporation, at the Cape Girardeau Municipal Airport. A copy of said Lease is attached to this Resolution and made a part hereof. The City Manager's authorization to enter into the Lease and Operations Agreement is contingent on the City reaching an agreement with Cape Central Airways, Inc. , settling all claims arising out of its Lease and Operations Agreement with the City and surrendering possession of the premises to the City. PASSED AND ADOPTED THIS l��x`�" DAY OF � - } ��'� '� , 19�� . A. M. S radling, III, ayor ATTEST: ,j � ��,� ,�� C.�%��:� Gayle �,. Conrad Deputy City Clerk [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] [NOT INTENDED FOR PUBLIC VIEWING] (9-15-941 LEASE AND OPERATIONS AGREEMENT THIS AGREEMENT, made and entered into the day of September, 1994, by and between the City of Cape Girardeau, Missouri, a municipal corporation of the State of Missouri, hereinafter called "Lessor, " and Air Evac EMS, Inc. , a Missouri corporation, 1488 West 8th Street, West Plains, Missouri, 65775, hereinafter called "Lessee. " WITNESSETH WHEREAS, the Lessor now owns and operates the Cape Girardeau Municipal Airport located in the City of Cape Girardeau, Missouri; and WHEREAS, the Lessee has submitted a proposal to lease certain lands and operate in compliance with the Lessor's specifications; and NOW, THEREFORE, for and in consideration of the premises and mutual undertakings, agreements and covenants hereinafter set forth, the parties hereto agree as follows: ARTICLE I PREMISES AND PRIVILEGES For and in consideration of the terms, conditions and covenants of this Lease to be performed by Lessee, all of which Lessee accepts, Lessor hereby leases to Lessee and Lessee hereby hires and takes from Lessor certain property, together with any City owned improvements thereon (hereinafter called "demised premises") , and certain attendant privileges, uses and rights as hereinafter specifically set out. A. DESCRIPTION OF PREMISES DEMISED The premises hereby leased are an office/reception space located in the terminal building and two parcels of real estate together with City owned improvements thereon, described as follows: Parcel No 1• FBO Operations/Main Hanctar Area Commence at the Southwest corner of the present Airport Terminal Building, at ground level; thence South 30 feet, more or less, to a point in line with the North wall, if extended, of the FBO operations building, said point being the point of beginning for the premises herein demised; thence South 290 feet, more or less, to the South line of the main apron, said line also being the eastward extension of the South line of Taxiway A; thence East along said line 110 feet; thence South 50 feet, more or less, to the Southwest (CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] [NOT INTENDED FOR PUBLIC VIEWING] corner of the present general aviation apron; thence East 860 feet; thence North 360 feet, more or less, to the general aviation security fence line; thence West along said fence line 660 feet, more or less, to a point on said fence line approximately in line with the East wall, if extended, of the FBO operations building; thence South with said security fence line 30 feet, more or less, to the North line of an existing sidewalk, being 3 feet, more or less, in width, adjacent to, and parallel with the North wall of the FBO operations building; thence West 170 feet, more or less, along the North line of said sidewalk, to the Northwest corner of said sidewalk; thence South 3 feet, more or less, to the Northwest corner of the FBO operations building, said point being, more or less, in line with an existing ornamental security fence on the North side of the general aviation apron; thence West along the line of said ornamental security fence 140 feet, more or less, to the point of beginning. ALSO: An area known as the Fuel Farm, said area being more particularly described as follows: Commence at the Northeast corner of Parcel No. 1 as described above; thence West 25 feet, more or less, to a point on the general aviation security fence line that is due North of the East line of the footing and floor of a previously existing hangar, said point being the point of beginning of this exception; thence West, along said fence line, 55 feet; thence South 90 feet; thence East 80 feet; thence North 90 feet; thence West 25 feet to the point of beginning. EXCEPTING: An ingress, egress and access easement to the described Fuel Farm area, more particularly described as follows: Commence at the point of beginning of the Fuel Farm tract described above; thence South 90 feet to the point of beginning of the easement herein described; thence West 50 feet; thence South 150 feet, more or less, to its connection with the general aviation taxiway easement described below; thence East 50 feet; thence North 150 feet, more or less, to the point of beginning. ALSO EXCEPTING: An ingress, egress and access easement 30 feet in width extending southward from the existing automatic gate in the general aviation security fence, said gate being located 25 feet, more or less, from the East wall of the FBO operations building and generally on the line of Rush H. -2- [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] [NOT INTENDED FOR PUBLIC VIEWING] Limbaugh, Jr. Drive, and extending Southward from said automatic gate 240 feet, more or less, to its connection with the general aviation taxiway easement described below. ALSO EXCEPTING: An easement for general aviation taxiway purposes and also for general vehicular ingress, egress and access, more particularly described as follows: Commence at the Southwest corner of the present Airport Terminal Building, at ground level; thence South 320 feet, more or less, to the South line of the main apron, said line also being the Eastward extension of the South line of Taxiway A for the point of beginning; thence East 970 feet to the East line of Parcel No. 1 as described above; thence North 75 feet along said East line; thence West 970 feet; thence South 75 feet to the point of beginning. Parcel No. 2 : FBO T-Hangar Area Commence at the Southwest corner of the existing FBO T-Hangar building complex; thence South 20 feet to the point of beginning; thence East 60 feet; thence North 600 feet; thence West 80 feet; thence South 600 feet; thence East 20 feet to the point of beginning. Parcels 1 and 2 are shown on Exhibit "1" , attached hereto and incorporated herein by reference. Said Exhibit is dated 9-8-94 . B. USE OF DEMISED PREMISES; MINIMUM EQUIPMENT/PERSONNEL REQUIREMENTS (1) Use of Demised Premises. Lessor hereby grants Lessee the right to operate a FIXED BASE OPERATION (FBO) on the demised premises. As used herein, an FBO shall be a person, firm or corporation which is engaged in the full time business of selling to the public, including other Airport customers, products and services related to general aviation which products and services shall include the following: a. FAA approved aircraft, to include helicopter, airframe and engine maintenance; b. FAA approved aircraft charter service; c. FAA approved private through commercial flight training; d. Sales of aircraft and accessories; e. Retail sales of aircraft fuels and lubricants; -3- [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] [NOT INTENDED FOR PUBLIC VIEWINGI f. Aircraft Rental; g. Aircraft hangar rental; h. Aircraft line services. (2) Equipment/Personnel Requirements. Consistent with the objectives of providing products and services as described in B (1) a through h above, and providing a quality aviation facility to the public, and further consistent with the nature and level of operation of a well-managed FBO, the Lessee shall, as a minimum standard, meet the following requirements: a. Personnel: i) The Lessee must have management personnel with at least five (5) years of recent experience in aviation base-oriented operations; ii) The Lessee must have a pilot staff, trained to FAA Part 135 standards, qualifying them to fly airplanes and/or helicopters; iii) The Lessee must have maintenance personnel, trained to FAR Part 65 standards, qualifying them to perform maintenance on both airplanes and helicopters, as required in a. , above. b. Equipment: i) The Lessee must own or lease at least five (5) aircraft, including at least two (2) multi-engine airplanes, one (1) of which is pressurized; at least one (1) single engine trainer; at least one (1) light twin engine aircraft; at least one (1) single engine aircraft available for rental to the general public. ii) The Lessee must own or lease maintenance equipment and tools of such quality and type so as to meet the requirements of B. (1) a. above. The tools and equipment of this part must be of appropriate quantity, type and quality to insure approval of an FAA Repair Station License. (3) Lessee shall have the right to charge and collect aircraft parking and tie-down charges for all aircraft parked on leased property. This provision does not preclude Lessee from imposing charges for services rendered off the demised premises under separate arrangements with aircraft owners and operators. -4- [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] [NOT INTENDED FOR PUBLIC VIEWING] (4) Lessee shall not use or permit the use of any part of the leased premises in any other manner than set forth above without the prior written consent of Lessor. C. OBSERVANCE OF STATUTES, ETC. The granting of this lease and its acceptance by Lessee is conditioned upon the right to use said public airport facilities in common with others authorized to do so; provided, however that Lessee shall observe and comply with any and all requirements of the constituted public authorities and with Federal, State or local statutes, ordinances or regulations in effect at the time of this Agreement and such valid and reasonable health and safety regulations of general application as may hereafter be promulgated from time to time by the City Council. D. FORCE MAJEURE Neither Lessor nor Lessee shall be liable or deemed to be in default for any delay or failure of performance under this agreement or for any other interruption caused by Acts of Nature, civil or military authority, acts of public enemy, war, accidents, fires, explosions, earthquakes, or any similar or dissimilar cause beyond the reasonable control of either party. ARTICLE II OBLIGATIONS OF LESSOR A. OPERATION3 AS A PUBLIC AIRPORT Lessor will operate Cape Girardeau Municipal Airport throughout the lease term and any option term as a public airport consistent with and pursuant to the Sponsor's (Lessor's) Assurance heretofore given by it to the United States under the Federal Airport Act. Any physical improvement of the leased premises now or hereafter required by any duly constituted governmental authority or by law to permit the continued operation of Lessor shall be supplied, maintained, repaired or replaced by Lessor. B. INGRESS AND EGRESS Upon paying the rental hereunder and performing the covenants of this Agreement, Lessee shall have the right of ingress to and egress from said demised premises and between the leased parcels of the Lessee, for its officers, employees, agents, servants, customers, vendors, suppliers, patrons, sublessees, and invitees, and the right of ingress to and egress from the landing area for airplanes and helicopters subject to provisions of Article I, Section C above. Said -5- (CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] (NOT INTENDED FOR PUBLIC VIEWING] Lessor's aircraft parking ramps and taxiways which are not included in the areas specifically described in Article I, Section A shall be used jointly with other tenants on the airport, and Lessee shall not interfere with the rights and privileges of other persons or firms using said facilities. Lessor may not enter into an agreement with any third party that will in any way interfere with the ingress, egress or operation between the leased parcels of the Lessee. It is understood that in the event FAA security measures are enacted or required to be enforced by the City that might prohibit or restrict use of any portion of the demised properties, the Lessee will cooperate to the extent required to meet the above mentioned security requirements without effect on this lease for the duration of the required security measures. C. SNOW REMOVAL. Lessor shall be responsible for removal of snow from all the airport aprons, parking ramps, and taxiways in accordance with its snow removal plan. Lessee shall be responsible for removal of snow and ice from the sidewalks and hangar door areas under its control. D. MAINTENANCE AND REPAIR (1) Lessor shall insure grass on all areas not covered in "Demised Premises" is mowed regularly and free from litter. All aprons, taxiways, and landing areas will be cleaned and maintained in a timely manner to prevent the accumulation of stones and debris which may cause damage to aircraft operation on said aprons, taxiways and landing areas. (2) Lessor shall maintain and repair all the exterior walls, roof, exterior doors, hangar doors, and windows of the FBO general operations building presently located at the west end of the Hangar Area. (3) If the electrical, mechanical, or plumbing equipment and utilities become inoperative or unusable due to normal wear and tear and reach the end of useful life, such equipment of equal or better quality and performance shall be acquired and installed at Lessor's expense. E. TITLE AND QUIET ENJOYMENT Lessor covenants and agrees that it has good title to said demised premises and good right to make this lease, and that this lease is prior to any liens or encumbrances whatsoever; that it will put Lessee in possession of said premises, and the Lessee, paying the rent hereby reserved and observing and performing the several covenants and stipulations herein on its part contained, shall peaceably hold and -6- [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLYI fNOT INTENDED FOR PUBLIC VIEWINGI enjoy the demised premises during the term hereof without any interruption by Lessor or any other person rightfully claiming the same. F. CONDITION OF MECHANICAL EQUIPMENT All machinery and equipment located on the demised premises are in good operating condition and repair and will continue to be in good operating condition and repair as of the commencement date of this lease. G. CITY T-HANGARS Lessee shall have the first right of refusal to lease the Lessor- owned T-hangars. H. LIPPS TRACT Lessor hereby grants to Lessee the right of f irst refusal to lease the tract presently leased by Lipps, which adjoins the demised premises on the east. I. CORPORATE PARCELS Lessor hereby grants to Lessee the right of f irst refusal to lease the tracts set aside as corporate parcels 1. and 2 . and identified as such on Exhibit "2" attached hereto and incorporated by reference, said Exhibit dated 9-9-94. Each corporate parcel is one hundred fifteen (115) feet wide by one hundred ninety (190) feet long, containing 0. 50 acres, more or less. This right of first refusal shall expire two (2) years from the date of the execution of this Lease and Operations Agreement. J. EXPAN3ION AREA Lessor hereby grants to Lessee the right to increase the area of the demised premises to include a portion of the new parking expansion apron South of Parcel 1 which is presently contemplated for construction in the near future. R. RIGHT OF FIRST REFUSAL The parties agree to the following procedure with respect to Lessee's exercise of its right of first refusal relative to the parcels described in Paragraphs G, H, and I above. Should Lessor receive a bona fide written offer from a third party to lease any of the parcels described in Paragraphs G, H, I or J above, Lessor shall communicate that offer to Lessee in accordance with the -7- [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] [NOT INTENDED FOR PUBLIC VIEWING] notice provisions contained elsewhere in this Lease and Operations Agreement. Lessee shall have thirty (30) days from the date of such notice to examine the offer and exercise its right of first refusal by agreeing to match the third party's offer for the parcel involved. If Lessee fails to exercise its right of first refusal within the thirty (30) day period, Lessee's right of first refusal shall terminate and Lessor is free to proceed to enter into a lease with the third party for the parcel involved. If Lessee exercises is right of first refusal by matching the third party's offer, Lessor and Lessee shall enter into a written Lease Agreement for the parcel within thirty (30) days of Lessee's exercise of its right of first refusal. If no Lease Agreement is executed during the thirty (30) day period following Lessee's exercise of its right of first refusal, the right of first refusal is forfeited and terminated and Lessor is free to enter into a Lease Agreement with the third party. L. OTHER TENANTS Lessor shall not enter into any lease, contract, or agreement with any other FBO Operator with respect to the airport containing more favorable terms than this lease agreement or grant to any other FBO Operator rights, privileges, or concessions with respect to the airport that are not accorded Lessee under this agreement unless the same terms, rights, privileges and concessions are concurrently made available to Lessee, or enter into any agreement for another FBO which does not contain as minimum requirements the same requirements of Article I B, above, except Article I B (1) e. pertaining to aircraft fuels and lubricants. M. UNDERGROUND STORAGE TANR The parties agree that the demised premises include an underground storage tank located directly North of the main hangar building on land which is expected to undergo construction for the new parking expansion apron. At the time of construction of the new parking expansion apron, the City will remove the fuel tank at its expense and will pay all costs associated with removal of the tank, including any remediation of fuel spillage that may have occurred. Lessee will bear no part of the cost of removal or remediation with respect to this underground tank. -8- [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] [NOT INTENDED FOR PUBLIC VIEWING] ARTICLE III OBLIGATIONS OF LESSEE A. NET LEASE The use and occupancy of the demised premises by Lessee will be without cost or expense to Lessor. It shall be the sole responsibility of Lessee to keep, maintain, repair, operate and staff the entirety of the demised premises and all improvements and facilities thereon at Lessee's sole cost and expense, except as otherwise specifically provided herein. Air Evac EMS, Inc. shall maintain a receptionist in the terminal building and a courtesy phone (at the Air Evac EMS, Inc. counter) to handle customer requirements during the time that Air Evac EMS, Inc. has charter customers present. B. CONDITION OF PREMI3ES Lessee agrees to make certain remodeling and repairs to certain improvements on the demised premises to bring the demised premises up to the standard required by Lessor for the operation of an FBO, all of which remodeling and repairs are described on the exhibit attached hereto and incorporated herein by reference. As consideration for undertaking and completing such remodeling and repairs to the demised premises, Lessor shall pay one-half (1/2) the cost of such remodeling and repairs, except that Lessor's share of the expenses shall not exceed Ten Thousand Dollars ($10, 000. 00) . C. MAINTENANCE AND REPAIR Lessee shall maintain the leased premises at all times in a safe, neat and sightly condition and shall not permit the accumulation of any trash or debris on the premises and shall remove such debris to a disposal site off the premises of the Airport. Lessee shall promptly repair all damages to said premises and buildings caused by its employees, patrons, or its operation thereon. Lessee shall maintain and repair the interior of the main hangar and all the exterior and interior of all other buildings and improvements and all other maintenance, including, but not limited to: (1) Cleaning of stoppages in plumbing fixtures and drain lines. (2) Repair of equipment and utilities to include electrical, mechanical and plumbing in all buildings including, but not limited to air conditioning and heating equipment. All repairs are to be made by craftsmen who are skilled in the type work required. If the electrical, mechanical or plumbing equipment and utilities become inoperative or unusable due to normal wear and tear and reach the end of useful life, such equipment of equal or better quality and performance shall be -9- [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] [NOT INTENDED FOR PUBLIC VIEWING] acquired and installed at Lessor's expense, as required by Article II D (3) . (3) Lessee is responsible for maintaining electric loads within the designed capacity of the system. Prior to any change desired by the Lessee in the electrical loading which would exceed such capacity, written consent will be obtained from the City Manager or his designated agent. (4) Lessee shall provide and maintain hand fire extinguishers for the interior of all buildings and aircraft shop and parking areas in accordance with applicable safety codes. (5) Lessee shall insure that the grass around all the buildings is mowed regularly and free from litter to provide a neat and orderly appearance. Lessor may, if requested by the Lessee, perform this function and charge the cost thereof to Lessee, to be paid at the same time Lessee pays its rent hereunder. D. DELIVERY OF PREMISES Lessee further agrees that upon the expiration of the term of this Agreement, or sooner termination thereof, said premises will be delivered to Lessor in as good condition as when received, reasonable wear and tear excepted. Lessor reserves the right to make periodic inspection of leased premises and improvements and equipment therein during normal business hours. E. ALTERATIONS AND ADDITIONS TO PREMISES. (1) Except for ordinary and necessary repairs and other express requirements of the Agreement, Lessee shall not construct, install, alter, remove, or otherwise modify any part of this premises leased hereunder except as provided in this paragraph E or as the parties may otherwise agree in writing. (2) Lessee shall have the right, subject to Paragraph E(3) below, to construct buildings and improvements upon the premises and to alter or use existing buildings in order to provide the products and services permitted in Article I (B) and further to sublease space to: a. Businesses engaged in the repair, refurbishing, manufacture, assembly, sale or installation of aircraft or aircraft accessories and equipment or avionics; or b. Businesses which provide other aircraft-related services to pilots or aircraft owners; or -10- [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] INOT INTENDED FOR PUBLIC VIEWING] c. Other businesses approved in writing by Lessor. No business shall qualify as a sublessee under subparagraphs a. or b. above unless a major portion of its services or products are provided for pilots or aircraft owners. Upon granting of any sublease, Lessee shall immediately provide Lessor with a copy of the sublease. (3) Lessee shall obtain the Lessor's approval of the design and location of all new buildings and improvements and alterations of existing buildings prior to commencement of construction, which approval will not be unreasonably withheld. (4) Lessee shall be permitted to place liens upon buildings or improvements constructed by Lessee under this Agreement, provided such liens shall terminate by their terms at the termination of this lease. Lessor and Lessee may agree on assumption of liens. (5) Any action taken by Lessee pursuant to the terms of this Section shall be the sole financial responsibility of Lessee, and Lessor shall in no way be deemed the agent of Lessee in connection with any matters undertaken by Lessee pursuant to the terms of this Section. (6) Lessee shall be responsible for performance of all obligations of this Agreement by all sublessees. Lessor may enforce such obligations against Lessee and any sublessee who has assumed such obligations in its sublease. (7) Lessee shall be responsible for any remedial actions required by State DNR and Federal EPA regulations relative to environmental contamination which may first occur at the above ground fuel site after the commencement date of this lease as a result of the operation of the fuel farm by Lessee. E. UTILITIES. Lessee shall assume and pay for all costs or charges for utility services furnished to Lessee during the term hereof; provided, however, that Lessee shall have the right to connect to any and all storm and sanitary sewers and water and utility outlets at its own cost and expense; and Lessee shall pay for any and all service charges incurred theref or. F. TRASH, GARBAGE, ETC. 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 -il- (CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] [NOT INTENDED FOR PUBLIC VIEWING] 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. G. SIGNS. Lessee shall not erect, maintain or display any billboards or advertising signs other than those giving the names or products or services provided by Lessee or sublessee. Any existing signs shall be maintained in accordance with Article III, Section C, of this agreement. H. NONDISCRIMINATION. (1) Lessee will not, on the grounds of race, color 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. Lessor reserves the right to take such action as the United States Government may direct to enforce this covenant. (2) Lessee shall furnish services at reasonable prices. Prices established and maintained by Lessee for such services shall be comparable to and competitive with prices maintained for services of like grade and quality at other FBO's located within a radius of one hundred (100) nautical air miles. Provided, however, that Lessee may make reasonable and non-discriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. (3) Lessee shall comply with all FAA and U.S. Code requirements as to non-discrimination. I. NON EXCLUSIVE RIGHTS 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, as amended, and Lessor reserves the right to grant to others the privilege and right to conduct not less than all of the aeronautical activities listed in Article I, Paragraph B or any other activity; except, however, the ownership or operation of a fuel farm. Lessor has determined that it is consistent with good environmental practices on its part to limit the number of fuel farms at its airport facilities in -12- [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] [NOT INTENDED FOR PUBLIC VIEWING] order to avoid the undue risk of contamination. In this connection, Lessor covenants and agrees with Lessee that there shall be only one (1) fuel farm at Lessor's airport facility, which is the one included in the demised premises above, and if necessary to limit the number of fuel farms in this fashion, Lessor shall have the right to purchase Lessee's above-ground fuel farm at fair market value as determined by appraisal, and upon completion of the purchase, the lease of that part of the demised premises dedicated to the fuel farm shall terminate. Upon the exercise of this right to purchase the fuel farm from Lessee, and in consideration thereof, Lessor agrees that it shall grant to Lessee the first right to operate said fuel farm for Lessor and sell fuel therefrom. Upon the exercise of this right to purchase the Fuel Farm, the parties will negotiate in good faith an Operations Agreement for the Fuel Farm. The parties agree that so long as Lessee operates the Fuel Farm, either under its own ownership or under an Operations Agreement as contemplated herein, Lessee shall make fuel available at wholesale prices to any other fixed base operator who is operating under a valid Lease Agreement with the City. The cost to other fixed base operators for wholesale distribution of fuel shall be based on and limited to Lessee's cost associated with providing this service, including a reasonable pumping fee. ARTICLE IV TERM OF LEASEHOLD A. ORIGINAL BASE TERM The original base term of this Lease Agreement shall commence on the day of September, 1994, and expire on the fifteenth (15th) anniversary thereof, subject to renewal as set forth below. B. RENEWAL TERMS On failure of Lessee to give written notice to Lessor at least sixty days in advance of the expiration of the original base term, this lease shall automatically renew itself for one (1) additional five (5) year term, upon the same terms and conditions hereof. ARTICLE V RENTALS AND FEES Lessee shall pay to Lessor an annual rental determined as the total of the following: -13- [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] [NOT INTENDED FOR PUBLIC VIEWING] A. MINIMUM RENTAL Lessee shall pay to Lessor a minimum rental of $20, 800. 00 per year, payable $1,740. 00 monthly in advance by the tenth day of each month during which this lease is in effect, which minimum rental shall be credited against the annual rental. Rental fees cover the leased properties outlined in the "Demised Properties" section. B. ADDITIONAL RENTAL In addition, Lessee shall pay two percent (2%) of all gross receipts over Eighty-four Thousand Dollars ($84, 000. 00) per month received by Lessee from this FBO operation during each of its full or partial fiscal years during the term of this Agreement, excluding all income from aircraft sales and excluding all income of Lessee earned by operations away from the Cape Girardeau Municipal Airport and excluding all income earned from fuel sales. C. FUEL FLOWAGE FEE In addition to other fees and rental charges, Lessee shall pay to Lessor a fuel flowage fee of $0. 02 per gallon of fuel sold to retail customers. This fuel flowage fee does not apply to aircraft operated by Air Evac EMS, Inc. or Air Evac Leasing Corporation. Aircraft operated by Air Evac EMS, Inc. or Air Evac Leasing Corporation include any aircraft used (either owned, leased or subcontracted) for operations including, but not limited to charter, rental, instruction or other operations of Air Evac EMS, Inc. or Air Evac Leasing Corporation. ARTICLE VI INDEMNITY AND INSURANCE BY LESSEE A. INDEMNITY Lessee agrees to indemnify, defend and hold harmless the Lessor from claims, demands, actions and suits of every kind because of, but not limited to bodily injury, including death, damage to the environment and property damage, which may arise both out of and during this contract, whether such operations be by Lessee, sublessee, agent, employee or anyone directly or indirectly acting on behalf of Lessee. Lessee shall be responsible for any remedial actions required by the State of Missouri DNR and Federal EPA regulations relative to environ- -14- [CONFIDENTIAL COMMUNICATION , SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] [NOT INTENDED FOR PUBLIC VIEWING] mental contamination, which contamination shall first occur after the commencement date of this lease at the above-ground fuel site as a result of the operation of the fuel farm by Lessee. B. LIABILITY INSURANCE (1) Lessee shall procure and maintain in effect for the term of this agreement general public liability insurance coverage with respect to the demised premises in companies and in form acceptable to Lessor with a minimum limit of One Million Dollars ($1, 000, 000. 00) per occurrence on account of bodily injury or death and property damage; and Lessee will further deposit the policy or policies of such insurance or certificates thereof, with Lessor. Such policies shall name Lessor as an additional insured. Lessee shall furnish Lessor, for approval, a new copy of such insurance coverage within ten days of the execution of this lease which shall provide that the policy may not be cancelled or materially modified without at least thirty (30) days' prior written notice to Lessor. The minimum limits of insurance coverage as required herein have been established at the amount set by Missouri State Statutes as a municipality's maximum liability. The parties hereto understand and acknowledge that the State Legislature may amend said statute without the permission of the parties to this Agreement and the parties agree that in the event the City's limits of liability are increased by the State Legislature, Lessee will increase its minimum liability insurance requirements under this section to conform to the limits of liability set by the State Legislature. (2) Hangarkeeper's Liability Insurance. Lessee shall purchase and maintain Hangarkeeper's Liability Insurance for aircraft contained on or in the demised premises in a minimum amount of Three Hundred Thousand Dollars ($300, 000. 00) . Tenant shall deposit a true copy of said policy of Hangarkeeper's Liability Insurance, or certificates thereof, with Landlord within ten days after the execution of this lease. The policy shall name Lessor as an additional insured, and shall provide thirty (30) days' written notice of cancellation or material modification to Lessor. C. FIRE AND EXTENDED COVERAGE INSURANCE Lessor and the Lessee may each, at their respective options, purchase and keep in effect insurance on improvements on the demised premises against loss or damage by fire or risks of a similar or dissimilar nature which are customarily covered under standard policies of fire insurance having standard extended coverage endorsements. -15- (CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] [NOT INTENDED FOR PUBLIC VIEWING] D. RESTORATION OF CASUALTY LOSSES If during the term of this lease the improvements on the demised premises, including the buildings thereon at the commencement of this Lease, are totally destroyed from any cause, the Lessee shall give immediate notice thereof to the Lessor, and after such notice, an equitable reduction of rent shall be allowed by Lessor to the Lessee for the time such part or parts of the demised premises shall remain untenantable or incapable of use and occupancy as intended herein, and this lease agreement shall continue in full force and effect unless Lessee shall give Lessor thirty (30) days' written notice of its intent to terminate the lease, and upon the designated termination date, the lease shall terminate. In no case shall Lessor be obligated to rebuild or restore the demised premises or any building or portion thereof which may be damaged or destroyed; provided, however, that if Lessee elects not to terminate the lease as provided above and Lessor has in effect any insurance regarding the loss or damage, the insurance proceeds shall be made available to Lessee for the purpose of repairing or restoring the damaged building and/or improvements. ARTICLE VII TERMINATION OF LEASE AND ASSIGNMENT PROVISIONS A. TERMINATION This Lease shall terminate at the end of the full term hereof (including any renewal terms) , and Lessee shall have no further right or interest in any of the ground or improvement hereby demised, except as expressly provided herein. B. TERMINATION BY LESSEE This Lease shall be subject to termination at the option of Lessee upon the happening of one or more of the following events: (i) The permanent abandonment of the Airport. (2) 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 or parts thereof, in such a manner as to substantially restrict Lessee for a period of at least ninety (90) days from operating thereon. -16- [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLYI [NOT INTENDED FOR PUBLIC VIEWING] (3) 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 ninety (90) days. (4) 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 same. (5) In the event of fire or other damages to the premises which would substantially impair the normal operation of business for a period in excess of thirty (30) days. (6) The cessation of profitable operation due to factors beyond the (reasonable) control of the Lessee. Lessee may exercise the right of termination by written notice to Lessor at any time within thirty (30) days after (i) the occurrence of events (1) or (6) above, or (ii) the expiration of the time periods mentioned in paragraphs (2) , (3) , (4) and (5) immediately above, and this Lease shall terminate as of the date of such notice. Any rentals due shall be payable only to the date of such termination. C. TERMINATION BY LESSOR This lease shall be subject to termination at the option of Lessor upon the happening of any one or more of the following events, which events may be elsewhere described in this Lease as events of default: (1) Lessee shall be in default in the payment of rent or any part thereof or in the payment of fees agreed upon herein after the date such payments shall be due. Lessor may terminate this Lease and Operations Agreement without additional notice or cure period should Lessee fail to pay its rent or other fees agreed upon herein by the date due pursuant to the terms of this Lease; or (2) Lessee shall make a general assignment for the benefit of creditors; or (3) Lessee shall file a voluntary petition or have filed against it an involuntary petition in bankruptcy, provided such petition, whether voluntary or involuntary, shall not be dismissed within sixty (60) days after the institution thereof; or (4) Lessee shall abandon the demised premises; or -17- (CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] [NOT INTENDED FOR PUBLIC VIEWING] (5) Lessee shall discontinue any of the required commercial aviation operations of an FBO as outlined in Article I, Section B; or (6) Lessee shall fail to maintain current licenses required for its operation. If, after thirty (30) days' written notice setting forth a default as defined in Subsections (2) , (3) , (4) (5) or (6) above, default shall continue by the Lessee in the performance or observance of any other covenant, agreement or condition herein contained to be performed on its part; then Lessor shall have the right to reenter and take possession of the premises, and Lessee will peaceably surrender possession thereof to Lessor upon written demand, and all rights and interests of Lessee hereunder shall cease and terminate, and at its option, Lessor may remove Lessee's effects, forcibly if necessary, without being guilty of trespass or conversion. Upon said defaults, all rights of Lessee shall be terminated, and Lessee hereby agrees to surrender possession of the demised premises to the City Manager or his designee immediately. Lessor and Lessee shall have and reserve all other available remedies at law as a result of such breach of contract. D. WAR OR NATIONAL EMERGENCY During the time of war or national emergency, Lessor or Lessee shall have the right to terminate this Lease should the Federal Government assume control and possession of the demised premises for military use. E. AS3IGNMENT AND SUBLETTING This Lease shall not be assigned without prior written consent of Lessor, nor shall said premises or any part thereof be used or permitted to be used for any purpose other than as provided in this Agreement or let or sublet except within the terms of this Agreement, but in such event Lessee shall remain liable to Lessor for the remainder of the term of this Lease to pay to Lessor the rental and fees provided for herein upon failure of the assignee to pay the same when due. Any sublessee authorized under this Agreement shall comply with all obligations of Lessee and be entitled to all benefits of Lessee. -18- [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] [NOT INTENDED FOR PUBLIC VIEWINGI ARTICLE VIII RIGHTS UPON TERMINATION A. FIXED IMPROVEMENTS At the termination of this Lease for any reason, Lessor shall have the option to purchase any fixed improvements owned by Lessee (i .e. , constructed or acquired by Lessee during the current lease) for a period of thirty (30) days from the date of termination, at fair market value as determined by appraisal, and this election to purchase shall be made in writing delivered to Lessee. If Lessor elects not to purchase or fails to make any election within the said thirty (30) day period, then Lessee shall have one hundred twenty (120) days from the date of termination to remove all improvements owned by it and to restore the premises to its original condition without said fixed improvements, but any such improvements not so removed within one hundred twenty (120) days of such termination shall be the sole and exclusive property of Lessor without cost. B. PERSONAL PROPERTY Upon termination of this Lease, Lessee shall remove all personal property from the demised premises within ten (10) days after said termination, and if Lessee fails to remove said personal property, said property shall be deemed abandoned and may thereafter be removed by Lessor at Lessee's expense and disposed of according to Lessor's discretion. C. RIGHTS UPON TERMINATION Lessor shall have a lien upon all property, personal or otherwise, of Lessee for any sums due Lessor from Lessee upon termination of this Lease for any cause. Lessor may sell the same in a commercially reasonable manner as that term is utilized in the Uniform Commercial Code of Missouri, including the right to sell at public auction upon ten (10) days notice to Lessee and to the public, which notice may be given by publication of such notice for five (5) consecutive days in a newspaper of general circulation published in Cape Girardeau County, Missouri, and Lessor may, upon such sale and after deducting the reasonable expense thereof including attorneys' fees, apply the proceeds to any sums due by Lessee to Lessor. Any excess after the payment of all such expenses shall be paid over by Lessor to Lessee. -19- [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] (NOT INTENDED FOR PUBLIC VIEWING] ARTICLE IX GENERAL PROVISIONS A. LESSOR'S RESERVED RIGHTS. (1) Lessor, at its sole discretion, reserves the right to further develop or improve the aircraft operating area of the airport as it sees fit and to take any action it considers necessary to protect the aerial approaches of the airport against obstructions, together with the right to prevent Lessee from erecting or permitting to be erected any building or other structure on the airport which would limit the usefulness of the airport or constitute a hazard to aircraft in accordance with FAA air rights provisions for federally funded airports. (2) This Lease shall be subordinate to the provisions of any existing agreement between Lessor and the United States relative to the operation or maintenance of the airport, the terms and execution of which have been or may be required as a condition precedent to the expenditure or reimbursement to Lessor for I Federal funds for the development of the airport. (3) Lessor, through its duly authorized agent, shall have at any reasonable time the full and unrestricted right to enter the leased premises for the purpose of inspection or maintenance and for the purpose of doing any and all things which it is obligated or has the right to do under this agreement. B. MISCELLANEOU3. (1) Lessee shall maintain a full-time fixed base operation. Lessee shall be open for business seven (7) days a week and shall provide fuel service twenty-four (24) hours a day, either by providing on-site personnel or through an on-call system whereby fuel can be made available within one (1) hour of receiving notification of the need for fuel. (2) Lessee will provide accurate reporting of all charter enplanements to Lessor and the Department of Transportation by the fifth (5th) day of each month for the immediately preceding calendar month. (3) Lessee will promptly provide to the City copies of any FAA operational inspection reports received pertaining to the Lessee's operation at Cape Girardeau and will disclose to the City any FAA -20- ,_ [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] [NOT INTENDED FOR PUBLIC VIEWING) investigations which are undertaken relative to its personnel or operations. Lessee will provide the City with copies of its current FAA certificates and will promptly notify the City in the event any certificate is surrendered or cancelled. (4) Lessee will cooperate with the City and other airport tenants and groups with respect to airport promotions and activities, including but not necessarily limited to air shows and safety seminars. (5) Lessee will provide Unicom radio advisory services to the aviation public at such times when the airport tower is closed. Lessee will be required to provide Unicom radio advisories only if the City makes appropriate weather information available to Lessee at City's expense. (6) Lessee's personnel must meet FAA certification requirements before being permitted to operate any vehicle on the airport grounds in any locations where such certification is required for vehicle operation. (7) Lessee will not engage in salvage type operations on the demised premises nor will Lessee store wrecked aircraft or damaged aircraft parts outdoors for longer than thirty (30) days. (8) Lessee will not engage in any agricultural aviation or "crop duster" operations such as the loading, storage, or washdown of agricultural chemicals commonly used in such operations or the use of water for mixing such agricultural preparations or washing airplanes used in such process nor will Lessee permit such activity on the demised premises. (9) Lessor shall have the authority and right to examine the books and financial records of Lessee for the purposes of verifying compliance with the terms of this Lease and Operations Agreement. Lessee will make its books and records available at reasonable times and places for examination by a duly authorized agent or designee of the Lessor for this purpose. C. NON-INTERFERENCE WITH OPERATION OF AIRPORT Lessee, by accepting this Lease, expressly agrees for itself, its successors and assigns that it will not make use of the leased premises in any manner which might interfere with the landing and taking off of aircraft from Cape Girardeau Municipal Airport or otherwise constitute a hazard. In the event the aforesaid covenant is breached, Lessor reserves the right to enter upon the premises hereby leased and cause the abatement of such interference at the expense of the Lessee. -21- l [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLYI [NOT INTENDED FOR PUBLIC VIEWING] Lessor shall have the right to maintain and keep in repair the landing area of the airport and to direct and control all activities of the Lessee in this regard, except as otherwise herein provided. D. PARAGRAPH HEADINGS The paragraph headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provisions of this lease. E. NOTICES, CONSENTS AND APPROVAL5. Whenever any notice or payment is required by this Lease to be made, given or transmitted to the parties hereto, such notice or payment shall be deemed to have been given if enclosed in an envelope with sufficient postage attached to insure delivery and deposited in the United states mail addressed to: Lessor: City of Cape Girardeau, Missouri Mayor City Hall, P.O. Box 564 Cape Girardeau, MO 63701 Lessee: Air Evac EMS, Inc. Attention James E. Lentz 1488 W. Eighth Street West Plains, Missouri 65775; or such other place as either party shall in writing designate in the manner herein provided. F. SUCCESSORS AND ASSIGNS All of the terms, covenants and agreements herein contained shall be binding upon and shall inure to the benefit of successors and assigns of the respective parties hereto. -22- [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] [NOT INTENDED FOR PUBLIC VIEWINGI IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day first above mentioned at Cape Girardeau, Missouri. CITY OF CAPE GIRARDEAU, MISSOURI By: J. Ronald Fischer City Manager ATTEST: Gayle L. Conrad Deputy City Clerk AIR EVAC EMS, INC. BY= James E. Lentz, President ATTEST: Corporate Secretary -23- C � +/ N / / / j�r. r /�" M (11X /+ N + � i � m � /i—=7�_.�� ' M N // \\\�. (� • Mx � / r---i � fn � . 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