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HomeMy WebLinkAboutRES.983.09-19-1994 BILL NO. 94-249 RESOLUTION NO. �%�_,� A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A SETTLEMENT AGREEMENT WITH CAPE CENTRAL AIRWAYS, INC. 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 enter into a Settlement Agreement with Cape Central Airways, Inc. A copy of said Agreement is attached to this Resolution and made a part hereof. The City Manager's authorization to enter into this Settlement Agreement with Cape Central Airways, Inc. is contingent on the City's reaching agreement with Air Evac EMS, Inc. and the execution of a Lease and Operations Agreement with Air Evac EMS, Inc. for the premises now occupied by Cape Central Airways, Inc. PASSED AND ADOPTED THIS 1 �,�. i DAY OF � , 19 `�. A. M. radling, Mayor ATTEST: �, / Gayle . Conrad Deputy City Clerk r [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLYI [NOT INTENDED FOR PUBLIC VIEWING] SETTLEMENT AGREEMENT THIS AGREEMENT, made and entered into this day of , 1994 , by and between the City of Cape Girardeau, Missouri, a Municipal Corporation of the State of Missouri, hereinafter called "City" , and Cape Central Airways, Inc. , a Missouri Corporation, Box 99, Cape Girardeau, Missouri, by and through its President, Mark Spatz, hereinafter called "Cape Central" ; WITNESSETH: WHEREAS, the parties to this Agreement have previously entered into a "Lease and Operations Agreement" dated April 7, 1992 , wherein the City leased to Cape Central certain land and improvements located at the Cape Girardeau Municipal Airport in Scott County, Missouri; and WHEREAS, disputes have arisen between the City and Cape Central regarding interpretation of the Lease and Operations Agreement and with respect to the rights and obligations of the parties to the Lease and Operations Agreement; and WHEREAS, the result of the dispute between the parties is that there is now litigation pending between the parties in the Associate Circuit Court of Scott County, Missouri, in a case known as City of Cape Girardeau Missouri v Cape Central Airwavs, Inc. , Case No. CV594-370AC and an additional suit pending in the Circuit Court of Scott County, Missouri, known as City of Cape Girardeau, Missouri v Cape Central Airwavs, Inc. , Case No. CV394-386CC; and [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] [NOT INTENDED FOR PUBLIC VIEWING] WHEREAS, Cape Central is contemplating bringing counterclaims in those suits and both parties anticipate long and costly litigation to resolve their disputes; and WHEREAS, both parties desire to settle their differences amicably and completely and without resort to further litigation. NOW, THEREFORE, in consideration of the mutual promises, agreements and releases made herein, the parties agree to bind themselves as follows: 1. The parties agree that contemporaneously with the execution of this document, that the Lease and Operations Agreement between the parties previously entered into April 7, 1992 , is hereby terminated by mutual agreement of the parties and that possession of the premises is hereby returned to the City effective immediately. 2 . That effective immediately upon the execution of this Settlement Agreement, the parties are released of all obligations to one another contained in the Lease and Operations Agreement and that Cape Central has no further right to possession or use of the premises. Cape Central will remove all its property from the premises immediately and any property left on the premises after the execution of this Agreement is deemed abandoned to the City. 3 . The City agrees to dismiss both suits hereinabove referred to and both parties agree to pay their own costs of such 2 . [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] [NOT INTENDED FOR PUBLIC VIEWING] litigation, including filing fees, attorney fees or any other costs associated with the litigation. 4 . Cape Central Airways, Inc. hereby releases and forever discharges the City of Cape Girardeau, Missouri, its agents, servants, employees and assigns and all other persons, firms or corporations liable or who might be claimed to be liable, all of whom deny any liability, of and from any and all claims, suits, demands, and causes of action of every kind and character, whether legal or equitable in nature, which have accrued or may hereafter accrue, for or on account of damages of every character and description in any way arising out of or resulting from the contractual relationship of the City of Cape Girardeau and Cape Central Airways by virtue of the Lease and Operations Agreement dated April 7, 1992 ; by reason of any disagreements between the parties with respect to interpretation or termination of the Lease and Operations Agreement or with respect to any action taken or statements made relative to the disagreement of the parties or the termination of the Lease and Operations Agreement. 5. The City of Cape Girardeau, Missouri, hereby releases and forever discharges Cape Central Airways, Inc. , its agents, servants, employees and assigns and all other persons, firms or corporations liable or who might be claimed to be liable, all of whom deny any liability, of and from any and all claims, suits, demands, and causes of action of every kind and character, whether 3 . [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] [NOT INTENDED FOR PUBLIC VIEWING] legal or equitable in nature, which have accrued or may hereafter accrue, for or on account of damages of every character and description in any way arising out of or resulting from the contractual relationship of the City of Cape Girardeau and Cape Central Airways by virtue of the Lease and Operations Agreement dated April 7, 1992 ; by reason of any disagreements between the parties with respect to interpretation or termination of the Lease and Operations Agreement or with respect to any action taken or statements made relative to the disagreement of the parties or the termination of the Lease and Operations Agreement. 6. The promises and agreements made herein are contingent on the sale of Cape Central's assets by the terms of an agreement reached separately with Air Evac EMS, Inc. and are further contingent on the execution of a Lease Agreement between the City and Air Evac EMS, Inc. for the premises now occupied by Cape Central Airways, Inc. 4 . Y [CONFIDENTIAL COMMUNICATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE INTENDED TO APPLY] [NOT INTENDED FOR PUBLIC VIEWING] 7 . This Agreement is binding on the successors and assigns of the parties hereto. CITY OF CAPE GIRARDEAU, MISSOURI J. Ronald Fischer, City Manager ATTEST: Gayle L. Conrad, Deputy City Clerk CAPE CENTRAL AIRWAYS, INC. Mark Spatz, President ATTEST: Secretary 5.