HomeMy WebLinkAboutRES.12-05-1973.Agreement with Trans-MO Airlines t
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A RE6�LUTIOI+t APPROdING THE FORM QF At,1 A2RpORT AND AIFtP4RT FACIL�'f'IES
AC�REEMENT A'�tD LEASE B�TWEEN TF�E CITY QF CAFE GSI�ARDEAD AND TRANS-M4
AIRI.INE.�S, INC. , WITH AUTHORITX FOR THE MAYpR TO EXECtT�E
T�IER�AS, th� Citp of Cap� Cirard�au is the owner wi�h pc�w�r
to c�raat rfghts with resp�aot thereto o�' the airport locat�d in
Cape c3i rmrde au, Mi,�souri� and,
WHEREAS, Trax�s-Mo Airline�e, Inc. i� eng�ged in the busine�ss
of sir tran�portation with re�pect to pe=sons, progerty and mail
and c��$ires to obtain the ri.ght �nd privileqe of using c�rtain of
the City'�s ai�rport ��tci lities 3 and,
W�REAS, the C�.ty is willi.n� to grant the r3ght to use
Qerta�in o� it� airport facilities upan the �►seting of certain
conditions=
Nf�Vr `.I'HE�CFORE� HE IT RF30LVED BY THE COUNCIL OF' THE
CITY OF CAPE GTRARDE�U, MI3SOURI, A3 FOLT,UWSr
l. That the l�,irport and Aitport Facilities �,gree�n�nt and
L�ase between the C�.ty of Cape Girarde�u, l�i��ouri and Trans-Mo
Aisline�, Inc. , a cop�r of which 3s attached her�to ma►�l�ed Eachibit "A",
is approved in fo�.
2. That th� Mayor of the City of Cape Girardesu, Mi�souri,
i� hereby authariz�d and di.rected to exec�te �aid Airport arid
Airport Facilit�es Ag=eern�nt and I�a��e for and on behaZf of the
City of Cape Girardeau, Mi,��ouz�i.
PASS�I7 A..�iD APFROVED TH�S �'K DAY OF � MF . 1973.
,
� �
A�AYOR ,� ��,�,
i
A�T�STs
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C TY CLE
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AIRP�RT AND AIRPOP,T FACILITIES AGREEMENT A1�TD LE�SE
THIS AGRE�MLNT inade and entered into this lst day of
December, 1973 , by and between the CITY OF CAPE GIRARDEAU, a
municipal corporation (hereinafter sometimes referred to as
"Lessor") and TR.AN5-MO AIP.LINES , INC. , A corporation organized and
existing under and by virtue of the laws of the State of Missouri
(hereinafter sometimes referred to as °'Lessee") ;
WITNESSETH:
WHEREAS, Lessor is the owner with power to grant rights
with respect thereto of the airport located in Cape Girardeau,
Missouri; and,
WHEREAS , Lessee is engaged in the business of air trans-
portation with respect to persons, property anc� mail and, desires
to obtain the ri�ht and privilege of using certain of the Lessor' s
airport facilities; and,
� �aH�REA5, Lessor is willing to grant to the Lessee the right ,
to use certain of its airport facilities upon the meetinq of certain �
conditions;
NOW, THER:�FORc, for and in consic�eration of the rents ,
covenants and aqreements contained herein, and for other good and
valuable consideration, the parties hereto have mutually covenanted
and agreed, and do hereby mutually covenant and agree , with each
other, for the benefit of each other as followso
?�RTzcL� z .
Definitions
For the purpose of this Agreement:
l. The term "Air�ort" means the Cape Girardeau Municipal
Airport located 6. 5 miles SS�A of the City of Cape Girardeau including
the Airport facilities .
2. The term °°�iirport Facilities" means the Airport, together
' with all facilities , improvements , equipment, services and appur-
tenances ��hich have been or may hereafter from time to tim� be
EXHIBIT ~n�a
provided thereat or in connection therewith, including, without
limiting, the generality of the foregoing, the landing field,
runways, aprons , taxiways , sewerage and water facilities , flood,
landing marker and boundary lights and lighting facilities , signals
beacons, aids, roadways and approaches on, the airport, and all
conveniences for flying, landing and taking-off of aircraft.
3. The term "airplanes" , and the :term "°aircraft" shall each
include airplanes and other aircraft.
4. The terr.l "air transportation system°° means any business
conducted for the purposes of transporting, in regularly scheduled
service between fixed points, persons , property and mail, or any
thereof, by aircraft.
5 . The term "scheduled air transport operator°' means a
person operating an air transportation system.
6. The term '°Federal Aviation �gency°' means the Federal
Aviation Agency created by the Federal Government und�r the Federal
Aviation Act, of 1958 , as amended, or any other agency or agencies of
the Federal Government havinr�. from time to time jurisdiction over
the operations of air�ort and of scheduled air transport operators . �
7. The phrase "°te�m of this agreement" shall mean the
original term and any renewal or extension �hereof .
8. The te nn "°persons" includes one or more individuals , firms,
corporations and other entities .
ARTICLE II .
Grant of Rights C��ith Pespect to Airport Facilities
For the purpose of facilitating the operation at, to and
from the airport of the air transportation system conducted by
Lessee, Lessor does hereby grant to Lessee , and Lessee does hereby
take from Lessor, for and during the term of this agreement, the
right and privilege, in common with others to whom similar rights and
privileges may be granted, and subject to rules and regulations
prescribed by the Airport Manager of Lessor, as hereinafter provided
in this agreement to use the Airport facilities , or any part thereof,
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for or in connection with the operation by Lessee of an air trans-
portation system and all activities incident thereto, including,
without limiting the generality of the foregoing.
l. The repairing, conditioning and towing by Lessee or
others of Lessee 's choice and the parking and temporary or emergency
storage by Lessee of its aircraft and other equipment and the
aircraft and equipment of others scheduled air transport operators
in such spaces and such manner as may be prescribed by the Airport
Manager of Lessor;
2 . The traninq, except primar_y flight traning, by Lessee
of personnel in its employ or to be employed by it, the operation
by Lessee of courtesy and charter flights and the testing of its
aircraft and other equipment and the aircraft and equipment of
other scheduled air transport operators, it being understood that
such training and testing and courtesy and charter flights shall be
inGident to the operation of an air transportation system;`
3. The occasional sale, disposal or exchange of Lessee 's
aircraft, engines , accessories, gasoline, oil, greases , lubricants
and other equipment or the other Luel or suppli�s; provided that
such right shall not be construed as authorizing the conduct of a
separate business by Lessee , but shall permit Lessee to perform
such function as an incident to its operation of an air transportation
system, and specifically, but witnout limitation, shall permit the
sale or disposal of any article or goods used by, or bought for use
by, the Lessee in connection with its operation of an air transpor-
tation system; and provided that Lessee shall not sell gasoline, fuel,
greases and other lubricants , exce�t to a subsidiary or affiliated
company, or exce�t when the same are of a particular grade desired
by others and not otherwise availa�le at the r�irport;
4. The servicing by Lessee or others of Lessee ' s choice at
locations designated by the Airport M�nager of Zessor of its aircraft
' and other equipment and the aircraft and equipment of other scheduled
air transport operators by truck (or otherwise as permitted by the
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Airport Manager of Lessor) with gasolin�, oil, greases and other
fuel and lubricants , and equipment and supplies; provided that this
paragraph shall not be deemed to permit the sale, except as permitted
by paragraph 3 of this Article II, of aasoline , oil, greases or other
fuel and lubricants ;
5 . The landing, taking-off, taxiing, loading and unloading
by Lessee of its aircraft or other equipment and the aircraft and
equipment of other scheduled air transport operators;
6. The loadin� and unloading of persons , property and mail
at the airport by such motor cars , busses , trucks or other means of
conveyance as Lessee may choose or require in the o�eration of its
air transportation svstem, with the right to designate the particular
carrier or carriers ��ho shall or may transport to and from the airport,
Lessee ° s passengers and their baa,gage and property to be carried or
which have been carried on Lessee ' s aircraft .
7. The installation, maintenance , and operation by Lessee
of radio, communications , meteorological and aerial navigation ,
equipment and facilities in or on the premises occupied exclusively
by Lessee pursuant to this agre�ment , and, subject to the approval �
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of the Airport Manager of the Lessor in th� interests of safety and
convenience of all concerned;
$. The installation, maintenance and operation by _Lessee
alone or in connection with any other scheduled air transport operator
or operators , or through a nominee , of inessage tube, telephone ,
teletype or telemeter systems and air conditioning units , subject to
the approval of the Airport D2anager of the Lessor in the interests
of safety and convenience of all concernedo and,
9 . The full and free, unrestricted access and inqress to,
and egress from, in common with others having such rights , the
airport facilities , for Zessee, its employees, passengers , guests,
patrons and invitees , suppliers of materials , and furnishers of
� service, its or their aircraft, equipment, vehiCles , machinery and
other property.
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ARTICLE III .
Term of Agreement - Renewal
This Agreement, unless sooner terminated or hereafter
renewed or extended as provided herein shall continue on a month
to month basis . One of the parties to this contract may terminate
this contract upon the giving of ten (10) days notice to the other
party of the intention to terminate the contract.
� ARTICLE IV.
Airport Fees to be Paid• by Lessee
From and after the date of this Agree�ent, Lessee agrees to
pay Lessor for the use of the airport facilities as set forth in
this agreement (there being no other rentals � fees or charges and
no tolls payable for Lessee for use of the Airport facil:ities) , a
monthly charge computed on the nur,lber of Lessee 's daily scheduled
trip arrivals at said airport durinq the month for which the charge
is made as followsi
For the first monthly scheduled trip arrival Twenty-Five
Dollars ($25. 00) per month, and for each additional
scheduled trip arrival Five Dollars ($5 . 00) per month ,
all to �e �ai� monthly in advance .
The above landing schedule applies to aircraft having a
gross landing not to exceed 27,000 pounds only . Any aircraft with
a gross landing weight in excess of 27, 000 pounds will be negotiated
on a separate contract.
The daily scheduled trip arrivals at said airport during
each month as shown by Lessee' s timetable in effect on the first
business day of such month shall be conclusive in determining the
total amount of the charge for that month, irrespective of the
actual number of arrivals or airplane landings oCcurring during
such month, flight cancellations , schedule changes made during such
month, extra sections flown, or courtesy, test, inspection, instruction,
traininq, charter, sightseeing, ferry or other flights , scheduled
flights operated at said airport by an air transport company subsidiary
to or affiliated with the Lessee shall be Charged by the Lessor as
if operated by Lessee .
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Trans-P�o Airlines , Inc. will furnish with each airport
report, a current schedule of �lights for determining the accuracy
of the monthly landing fees .
Trans-Mo P.,irlines , Inc. aqrees to advise in advance any
increases or decreases in their scheduled flights to the City of
Cape Girardeau.
The foregoing payments shall be made monthly in advance.
Anything herein to the contrary notwithstanding, and whether
or not a published timetable is in effect, in the event that
Lessee' s operations at the airport are suspended during any period,
because of strikes or other labor difficulties , war insurrection,
riots, or order of any governmental authority having jurisdiction,
Lessee shall not be required to pay during the period in which its
operations have been suspended for any scheduled landings or to
other than those landings actually com�leted; it being fully
understood and agreed that this clause in no way affects L�ssee 's
responsibility for payment of rent for office, ticket counter and
baggage space and for electricity .
The parties hereto recognize that Lessor is under contract �
with other airlines usinq the terminal under the provision of which
contract Lessor will not arant more favorable terms to another
airline than are granted to said other contracting party . In the
event of an increase in charges to said other contracting airline,
or other change in the provisions of the said contract with other
airline, whether by escalation clause , renegotiation or otherwise,
such increased charges or other change of provisions will automatically
be substituted for the charges and provisions appearing herein,
effective upon notice by Lessor to Lessee herein.
ARTICLE V.
Maintenance and Operation by Lessor of Airport Facilities
Lessor agrees that it will use its best efforts , during the
term of this agreement to maintain and keep the landing fields ,
runways, aprons , taxiways and airport facilities in a safe, workable,
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clean and sanitary cond?tion and in good repair and free from
obstructions , including such clearing and removal of snow and ice
as is reasonably necessary to permit operations , as soon as it is
practicak�le for Lessor to do so, and maintain and operate the
airport facilities in such a manner as to render the airport
facilities suitable for use by the Lessee in its air transport
operation. Lessor shall not be liable to :Lessee for any loss of
revenue to Lessee resulting from Lessor' s acts , omissions or neglect
in the maintenance and operation of the airport facilities .
ARTICLE VI ,
Rules and Regulations
Lessee agrees to observe and obey the rules an� regulations
governing the conduct and operation of the airport facilities
promulgated, from time to time, by Lessor. Said rules and regulations
or any of them shall not be inconsistent with safety or conflict
with rules and regulations now or hereafter in effect, or any
Federal or State agencv having jurisdiction Caith respect thereto,
nor inconsistent with �he procedures prescribe� or approved from ,
time to time by the Federal Aviation Agency for landing and taking
off at the airport of airplanes of scheduled air transport operators ,
and if such inconsistency does arise , such rules and regulations shall
be promptly amende� by Lessor so as to eliminate the inconsistency;
provided further, that until so amended, any rule or regulation
inconsistent therewith snall be deemed to have no force or effect.
It is the intent hereof that no rules and regulations shall be
promulgated hereunder which shall be inconsistent with or nullify
any of the rights and privileges expressly granted under this
agreement.
ARTICLE VII .
ProCurement of Sup lp ies
� Lessee, in connection with the exercise by it of any of the
rights and powers granted to it hereunder shall have the full right
to procure at the airport, or elsewhere, all supplies and products
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from any person of its choice, and no charges, fees or tolls of
any kind, shall be charged by Lessor, directly or indirectly,
against Lessee for any right or privilege granted to Lessee by this
agreement, or against its furnishers of service or supplies .
ARTICLE VIII .
Right of Lessee to Remove Property
Lessee shall be entitled during the term of this agreement
and for a reasonable time after its termination, to remove from the
airport or any part thereof, all aircraft, tools , machinery,
equipment and trade fixtures placed, installed or constructed
thereon by it; provided, however, that all buildings from which
any property is so removed shall be restored by Lessee in such
manner that such buildings are not materially damaged. .
ARTICLE IX.
Rentals and Fees -
Lessor hereby demises and leases to the Lessee on a month
to month basis, the exclusive use of approximately ninety-six {96)
sq_uare feet, for Lessee' s office , ticket counter, and baggage area "
which is a portion of the space formerl�� occupied by Sun Airlines ,
Inc. , in the Terminal Buildina, �ahich is situated north of the main
west entrance, together with entrances thereto all of which are
shown on a plat attached hereto and mar�ced °'Exnibit A" .
Lessor hereby also demises and leases to Lessee for a term
coextensive with the term of this agreement the use of Lessee, its
employees , passengers, guests, patrons and invitees in common with
others of all public space in the terminal building or any addition
thereto, includinq, without limiting the �enerality hereof, its
lobby, waiting rooms , hallways, restrooms and other public and
passenger conveniences . The space herein deznised to the Lessee
for its exclusive use may be used by Lessee for ticket office,
- operation purposes , or for such other pur�oses ac Lessee may deem
desirable in the conduct of its air transportation system.
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Lessee, at his own exbense, may from time to time repair,
alter and improve all or any part of the space in the terminal
building demised to the Lessee for its exclusive use , including,
without limiting the generality of the foregoing, the installation
of partitions , counters , fixtures, and other eguipment and
improvements in such space; provided only that any such repair,
alterations, or improvements shall reasonab ly conform to the general
interior architectural design of the terminal building. Lessor
agrees during the term of this agreement to maintain and keep the
premises herein leased in good condition and repair, to provide and
supply adequate heat, light, water, electricity, air conditioning
and janitor service for the public space and Lessee ' s exclusive
space in the terminal building.
Lessee agrees to pay the Lessor for the use of the premises,
facilities, rights, licenses , services and privile�es qranted
hezeunder a total rental of Fifty Dollars ($50 . 00) per morith for the
exclusive use of this space amounting to ninety-six (96) s�uare
feet described above , said rental to be paid monthly in installments
at the end of each calendar month. Lessor agrees that if said monthly
rentals are paid in advance, at the beginning of each calendar
month, the rental per month shall be Thirty-Two Dollars ($32 .00)
per month. Lessee agrees that he will remove hiMself from the
demised area upon notification by the Airport Board, notwithstanding
other provisions of this agreement.
ARTICLE X.
Options to Lease Additional 5pace
Lessor hereby grants to Lessee the right of first refusal to
lease space irnmediately West of Lessee ' s ticket counter presently
being used as storage space for the Cockpit Restaurant, shown in
green in Exhibit A attached hereto . Should Lessee fail to exercise
its rights then Lessor may rent this space unon the same terms a�d
conditions offered to Lessee.
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Lessor also grants to Lessee an ontion to rerent space
formerly occupied by Lessee, which is now being rented to Air
Illinois, Inc. shown on Exhibit A in yellow, should Air Illinois,
Inc. their successors or assigns vacate these premises . Should
Lessee fail to elect to exercise the option granted herein to
rerent space shown in yellow on Exhibit A then Lessor may rent this
space upon the same terms and conditions offered to Lessee.
ARTICLE XI .
Abatement of Rentals
No abatement shall be made of any rentals for any cause under
the provisions of this agreement unless the premises in the terminal
buildin� demised hereunder to Tessee s:nall be rendered untenantable
in which event the rentals for such premises shall abate: on a per
diem basis until such time as such premises are rendered tenantabl.e.
, ARTICL� XII . �
, Conformity of Leases
Lessor agrees not to enter into any lease, contract or
agreement with any other scheduled air transport operator designated �
by the Federal Aviation Agency as a local service airline with
respect to the rights and privileges accorded Lessee hereunder
containing more favoral�le terms than this agreement, or to grant to
any other scheduled air transport o�erator designated by the
Federal Aviation Agency as a local service airline rights or
privileaes with respect thereto which are not acCorded to Lessee
hereunder, unless the same rights, privileqes and more favorable
terms are concurrently and automatically made available to Lessee;
provided that nothing herein contained shall prevent the charging
by Lessor to other scheduled transport operators of rentals for
exclusive space in the termir�al building no{� presently demised by
i:his agreement differing from the rentals charc�ed to Lessee.
ARTICL� XIII .
Termination by Lessor and Lessee
This contract may be terminated by either party upon ten (10)
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days written notice being mailed to the other party stating that
this lease is to be terminated.
ARTICL� XIV.
Miscellaneous
l. Assignment. Lessee shall not assign this agreement, or
any of its rights hereunder, nor sublet the premises or any part
thereof demised hereby to any person without the written consent
of the Lessor first had and obtained. ,
2 . No waiver of default. No action �ahatsoever, except an
express written waiver, shall be construed to be or act as a waiver
by Lessor or Lessee of any default by the other in the performance
of any of the terms, covenants or conditions hereof to be performed,
kept and observed by it . No express written waiver by L�ssor or
Lessee shall be construed to be or act as a waiver of any subsequent
default by the other in the performance of any of the terms ,
covenants and aqreements hereof to be performed, kept and observed
by it.
3 . Remedies are cumulative. The rights and remedies hereby
created are cumulative and th� use of one remedy shall not be taken
to exclude or waive the right to the use of another.
4. Successors and Assigns . Al1 of the covenants, stipulations
and agreements in this agreement shall extend to and bind the
successors and assigns of the respective parties hereto.
5 . Notices . Notices to the Lessor provided for herein may
be sent by registered mail, postage prepaid, addressed to the City
Attorney, Common Pleas Courthouse, Cape Girardeau, Missouri 63701, and
notices to Lessee provided for herein may be sent by registered
mail, postage prepaid, addressed to Lessee, Trans-Mo Airlines, Inc. ,
Jefferson City i�ernorial Airporto Jefferson City, Missouri 65101,
or to such other respective addresses as the parties hereto may
designate in writing from time to tine and such notices shall be .
deemed to have been �iven when so sent .
6. Separability . It is further agreed and expressly
understood by and between the parties hereto that in the event any
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covenant, condition or provision herein contained is held to be
invalid by any court of competent jurisdiction, the invalidity of
any such covenant, condition or provision herein contained; provided,
however, that the invalidity of any such covenant, condition or
provision does not materially prejudice either Lessor or Lessee in
their respective rights and obligations contained in the valid
covenants, conditions or �rovisions in this agreement .
7. Headings . The article and paragraph headings contained
in this agreement are inserted solely as a matter of convenience
and for reference and in no way define , limit or describe the scope
or intent of any provision of this agreement.
8. Laws of Missouri shall govern. This agreement shall be
deemed to have been made in, and shall be construed in accordance
with the laws of the State of Missouri .
9 . Counterparts . This agreement has been executed in
several counterparts each of which shall be and shall be taken to
be an original and all collectively but one instrument.
10 . The 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 Part 21
of the �egulations of the �ffice of the Secretary of Transpor_tation.
The Lessor reserves the right to take such action as the United
States Government may direct to enforce this covenant.
11. It is understood and agreed that nothing herein
contained shall be construed to grant or authorize the granting of
an exclusive right within the meaninq of Section 308 of the Federal
Aviation Act of 1958 .
12 , Lessee agrees to f urnish 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 serviceP P�OVIDTD, that �essee may make reasonable
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and nondiscriminatory discounts , rebates , or other similar types
of price reductions to volume purchasers .
IN WITNE5S 6�THEREOP, the parties hereto have executed 'these
presents as of the day and year first above written.
CITY OF CAPE G2t2ARDEAU, MISSOURI
By
ATTEST: l�ayor
City Clerk
TRA�S-MO AIRLINE5, INC.
1 0 //-p �
� By � ,;,,�- �� ,,.�
' resident
ATTEST:
` �� �'� �` l(/t! � �%`l�l.����
Secretary
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