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HomeMy WebLinkAbout39-91 RESOLUTIONRESOLUTION NO. 39-91 A RESOLUTION AUTHORIZING THE EXECUTION OF THE HANDLING AGREEMENT AND LEASE AGREEMENT FOR TRANS STATE AIRLINES, INC. TO OPERATE AT THE FAYETTEVILLE MUNICIPAL AIRPORT. • 1 f t • BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the Mayor 'and City Clerk are hereby authorized and directed to execute the Handling Agreement and Lease Agreement "with Trans State Airlines, Inc. to operate at the Fayetteville MunicipalL Airport. A copy' of the agreements authorized for execution hereby is attached hereto marked Exhibit "A" and made a part hereof. PASSED AND APPROVED this 5th day of March , 1991. • tit cATTEST: By: `'f 'city Cle % • APPROVVEEDD By Mayo • LEASE This LEASE executed on this 1st day of February 1 1991, between the City of Fayetteville, Arkansas a municipal corporation, hereinafter called "Lessor", and Trans State Airlines, Inc., hereinafter called "Lessee". The parties recite and declare: A. Lessor is the owner of an airport known as Fayetteville Municipal in the City of Fayetteville, Arkansas, hereinafter referred to as the "airport". B. Lessee is engaged in the air transportation business and desires to use the facilities of the airport to maintain a base of operations at the airport. C. Lessor is willing to lease to Lessee a portion of the airport premises together with such rights and/or privileges as are set forth in this agreement. 1. USE OF AIRPORT: Lessee is granted to use, in common with others similarly authorized, of the airport, together with all facilities, equipment, improvements, and services which have been, or may hereafter, be provided at or in connections with the airport from time to time, including, but not limited to, the landing field and any extensions thereof or additions thereto, runways, aprons, taxi -ways, sewerage and water facilities, flood lights, landing lights, beacons, control tower, signals, radio aids, and all other conveniences for flying, landing,Tand take -offs. 2. SPACE IN TERMINAL BUILDING: Lessor grants Lessee the following: A. The non-exclusive use of the following space, designated in Exhibit "A", which consists of gate areas, passenger ticket counter waiting area and baggage claim. B. Lessee, its employees, passengers, quests, patrons and invitees shall also have the use, in common with others, and under • • the same terms and conditions, of any public space available in the Terminal Building, or which may be hereafter available, including, but not limited to, waiting rooms, and rest rooms. 3. RIGHT OF INGRESS AND EGRESS: Lessee shall have at all times full and free right of ingressand egress from the premises and facilities referred to herein for Lessee, its employees, customers, passengers, guests, and other invitees. Such right shall also extend to persons or organizations supplying materials or furnishing services to Lessee, to include vehicles, machinery and equipment, reasonably required by such persons or organizations; provided, Lessee, its employees, customers, guests, passengers, and other invitees, shall be required to park in those areas designated by Lessor. 4. TERM: Subject to earlier termination, as hereinafter provided, the term of this agreement shall commence on February 1, , 1991, and end December 31, 1996. 5. RENTALS AND CHARGES: Lessee agrees to pay Lessor for the use of the premises, facilities, rights, services, and privileges granted hereunto, rentals and charges according to the following schedule, which rentals and charges shall be payable within 20 days from receipt of invoice. All rentals and charges shall be renegotiated annually, before December 31st of each year. A. At this time, no exclusive use area is designated. Lessee intends to utilize exclusive space with Air Midwest through the use of a handling agreement. All such agreements shall : s require prior approval of the City of Fayetteville before space can be shared. At some future date, should exclusive space be desired and made available to Lessee, the rats for said'space shall be equal to that rate which is paid by the other air carriers operating in the Terminal Building and subject to annual renegotiation. B. For non-exclusive use of Terminal Building space designated as non-exclusive for air carrier use consisting of gate areas, passenger ticket counter, waiting area and baggage claim, the following formula shall be utilized: 2 • 3410 square feet shall be charged at a rate of $7.88 per square foot for 1991. 20% of $26,870.80 will be divided equally between Airline tenants and charged monthly; the remaining 80% will be divided between Airline tenants based on percentages of enplaned passengers and charged monthly. C. Landing fees of 45 cents per 1,000 (MCLW) or a minimum of $5.63 per monthly scheduled landing shall be charged, which fees shall be payable irrespective of the actual number of arrivals or aircraft landings occurring each month, schedule changes made during each month, extra sections flown, or courtesy, test inspections, instruction, charter, sight-seeing, ferry or other flights. 6.. NO ADDITIONAL CHARGES OR FEES: No charges, fees, or tows, other than those expressly provided for herein, shall be charged or • collected by Lessor form Lessee, or any other person for the privilege of entering or leaving the airport, or, within the limits of the airport, for the privilege of transporting, loading, unloading, or handling persons, cargo, property, or mail, in connection with Lessee's business. 7. AIRLINE DEREGULATION ACT APPLICABLE: .The parties agree that this Lease is subject to the provisions of the Airline Deregulation Act of 1978, P.L. 95-504, and'the provisions of said Act are hereby incorporated herein by reference thereto. 8. NON DISCRIMINATION: Lessee agrees that it will not discriminate against any person in the operation of its air transportation service because of race, creed, sex or nations origin. 9. TAXES`AND ASSESSMENTS: Lessor shall -pay any -and• all taxes or special assessments which may be levied or assessed against (1) the leased premises, including premises leased to Lessee exclusively and non -exclusively, and premises leased to Lessee for its use in common with others, and (2) Lessee's interest in the leased premises. Lessor also agrees to indemnify Lessee against any loss or liability resulting form any claims or liens in connection with such taxes and assessments. 3 10. MAINTENANCE AND UTILITIES: Lessor shall maintain and keep in good repair so much of the premises as is not under the exclusive control of individual lessees including, but not limited to, the terminal building and control tower, vehicle parking areas, and all roadways, runways, aprons and taxiways. Lessor shall also maintain and operate all sewerage and water facilities, all electrical and electronic facilities, and all such other appurtenances and services as are now hereafter connected with the operation of the airport. Lessee shall maintain and keep in repair so much of the airport premises as is under its exclusive control. Lessee shall not be required to make any repairs for damage not caused by Lessee or caused by normal wear and tear to the structure. 11. OPTION TO LEASE ADDITIONAL SPACE: Lessee, may, with the approval of Lessor, lease for its exclusive use additional land, improved or unimproved, that may be available at the airport and is not reasonably necessary to the operation or maintenance of the airport. The use and occupancy by Lessee of such additional lands shall be subject to all the applicable provisions of this agreement, and shall be paid for at a rental rate to be negotiated. 12. ADDITIONAL AIRPORTS: In the event Lessor constructs or operates a new airport in the vicinity of the City of Fayetteville, Arkansas, Lessee shall have the option to lease for its exclusive use floor space thereof in an amount at least equal to that provided in this agreement at a rate to be negotiated at the time Lessee exercises its option. On occupancy by Lessee of space in such new terminal building, it may, at its option, terminate its rights and obligations with respect-to all or anypart of its space in the present terminal building by giving Lessor written notice of such termination. 13. RULES AND REGULATIONS: Lessee agrees to observe and obey lawful, reasonable rules and regulation with respect to the use of the leased premises, provided, however, that such rules and regulations shall be consistent with safety and with rules, regulations, and orders of the Federal Aviation Administration with respect to aircraft operations at the airport; and provided further, that such rules and regulations shall not be inconsistent with the rules and provisions or the procedures prescribed or approved from time to time by the Federal Aviation Administration and with respect to the operation of Lessee's aircraft at the airport. 14. ADVERTISING SIGNS: All advertising signs installed by Lessee must be approved by Lessor, and must conform to Lessor's sign ordinance. 15. BUILDING BY LESSEE: Lessee may, at its own expense, upon approval by Lessor, such approval not to be unreasonably withheld, construct, install, alter, modify, and repair any structure or improvement on premises leased exclusively to Lessee hereunder. No restrictions shall be place upon Lessee as to the architects, contractors or materialmen who may be employed by it in connection herewith. Such architects, contractors, or materialmen shall have the right of ingress to and egress from the leased premises. In the event Lessee shall construct any building, hangar, or other structure on premises leased by Lessee, Lessee shall extend water and/or sewer lines to said structure; and Lessee shall be liable for all utility charges for said structure, including, but not limited to, charges for water, sewer, sanitation, gas and electricity. For each such building, Lessee agrees to obtain and keep in force throughout the term of this lease fire and extended coverage insurance in an amount approved by Lessor. If any such structure shall be damaged or destroyed by fire or other casualty, such structure shall be repaired or reconstructed with'due'-diligence by Lessee at its own cost and expense, and the rent payable hereunder with respect to the premises on which such structure is located shall be proportionately paid up to the time of such damage or destruction and shall thenceforth cease until such time as the building shall be fully restored; provided, in the event such building is not fully restored within 120 days from the date of damage or destruction, the rent shall resume on the 121st day. 16. DAMAGE OR DESTRUCTION OF PREMISES: If any building of Lessor in which Lessee occupies exclusive space hereunder, other than buildings erected by Lessee on premises leased as a result of Lessee exercising the option granted it by Section 11 hereof, is damaged or destroyed by fire or other casualty, such building shall be repaired or. reconstructed with due diligence by Lessor at its own cost and expense, and the rent payable hereunder with respect to Lessee's exclusive space in such building shall be proportionately paid up to the time of such damage or destruction and shall be fully restored; provided, however, that Lessee may, at its option, cancel so much of this agreement as relates to untenantable building, such cancellation to be effective as of the date the building was damaged. 17. INDEMNIFICATION OF LESSOR: Lessee agrees to indemnify Lessor against all liability for injuries to persons or damage to property caused by Lessee's negligent use or occupancy of the leased premises, and any additional premises leased by Lessee as a result of Lessee's exercising the option granted it by Section 11 hereof, provided, however, that Lessee shall not be liable for any injury, damage or loss occasioned by the negligence of Lessor or its agents or employees, and provided further that Lessor shall give the Lessee prompt and timely notice of any claim made or suit instituted which in any way directly or indirectly, contingently or otherwise, affects or might affect Lessee, and Lessee shall have the right to compromise and defend the same to the extent of its own interest. Lessee agrees to obtain and keep in force throughout the term of this lease liability insurance with limits not .less than $300,000.00 for any one injury, and $1,000,000.00 for any one accident, and $300,000.00 for damage to property and Lessee shall furnish current certificates of such insurance to Lessor's City Clerk. Lessee shall, at Lessor's request, furnish current certificates of fire andextended coverage insurance for any building hanger or other structure constructed by Lessee on Lessor's premises. • • 18. TERMINATION BY LESSEE: (a) If Lessor fails to perform any act or acts or render any service required to be performed or rendered by Lessor under the terms of this agreement, and if Lessor fails to remedy any such default in a manner reasonably satisfactory to Lessee, within thirty (30) days following receipt from Lessee of written notice to remedy same, Lessee may elect to terminate this agreement by giving (30) days written notice to Lessor. '(b) Lessee shall also have the right to terminate this agreement in the event of any of the following: The termination of Lessee's obligation or right (imposed by contract of otherwise) to the Federal Government for the carriage of United States airmail to, from or through the Fayetteville area or its environs, for the receiving and dispatching of United States airmail; authorization by authority of another airport for service by Lessee to Fayetteville; issuance by any court of competent jurisdiction of any injunction in any way preventing or restraining the use of the Airport or any part hereof for airport purposes, and the remaining in force of such injunction for a period of a least thirty (30) days; any action of the Department of Transportation or other authority refusing to permit Lessee to operate into, from or through the Airport such aircraft as Lessee may reasonably desire to operate thereon; the inability of Lessee to use said premises and facilities continuing for a longer period than thirty (30) days due to any deficiency of the Airport or unsafe' condition for operating at the Airport of the 'type of aircraft then being flown by Lessee or any law, order, rule, or regulation of any appropriate governmental authority having jurisdiction over the operations of Lessee or due to war, Government and facilities or any substantial part of parts thereof; the erection of any obstacle on or in the vicinity of the Airport which would occasion a modification of Lessee's air carrier minimum safety standards for the operation of Lessee. No waiver of default by Lessee of any of the terms, covenants or conditions hereof to be performed, kept and observed by Lessor shall be construed to be oract as a waiver by Lessee of any subsequent default of any of the terms, covenants and conditions herein contained to be performed, 19. TERMINATION BY LESSOR: kept and observed by Lessor. If Lessee fails to make any payment due hereunder within the (10) days after receipt of notice from Lessor of such delinquency, Lessor may, at its option, terminate this agreement and take possession of so much of Lessee's personal property as is reasonably necessary to secure payments of the amounts due and unpaid. Lessor shall also have the right to terminate this agreement in the event of any of the following: The filing by Lessee of a voluntary petition in bankruptcy; the adjudication of Lessee as a bankrupt pursuant to such proceedings; the appointment of a receiver of Lessee's assets; the divestiture of Lessee's estate herein by other operations of law; the abandonment by Lessee of its conduct of air transportation at the airport; the default by Lessee in the performance of any covenant or agreement herein required to be performed by Lessee and the failure of Lessee to remedy such default fora period of thirty (30) days after receipt form lessor of written notice to remedy the same. No waiver of default by Lessor of any of the terms or conditions hereof to be performed, kept and observed by Lessee, shall be construed to be or act as a waiver of any subsequent default of any of the terms and conditions herein contained to be performed, kept and observed by Lessee. 20. SURRENDER OF POSSESSION: On the expiration or other termination of this lease, Lessee's right to use of the premises, facilities, and services described herein shall cease, and Lessee shall vacate the premises without unreasonable delay. Except as otherwise provided in this agreement, all buildings, structures, fixtures, hangars, improvements, equipment, and other property brought, installed, erected, or placed by Lessee in, on or about the airport, and premises leased thereunder, including, but not limited to, storage tanks, pipes, pumps, wires, poles, machinery, and air conditioning equipment shall be deemed to be personalty and remain the property of Lessee. Lessee shall have the right at any time during the term of this agreement, or any renewal or extension hereof, for an additional period of thirty (30) days after the expiration or other termination of this agreement, to remove any or all of such property from the airport, subject, however, to Lessee's obligation to repair all damage, if any, resulting from such removal. Any and all property not removed by Lessee prior to the expiration of the said thirty (30) day period shall thereupon become a part of the land on which it is located and title thereto shall thereupon vest in Lessor. 21. INSPECTION BY LESSOR: Lessor may enter the premises now or hereafter leased exclusively to Lessee at any reasonable time for any purpose necessary or incidental to the performance of its obligations hereunder. • • 22. CONFORMITY OF AGREEMENT: In the event Lessor shall enter into an agreement with any other air transport operator with respect to the airport, which agreement contains more favorable terms than this agreement, or in the event Lessor grants any other air transport operator rights or privileges with respect thereto which are not accorded to Lessee hereunder, then the same rights, privileges, and more favorable terms shall be concurrently and automatically made available to Lessee. 23. ASSIGNMENT AND SUBLETTING: Lessee shall not at any time assign its rights under this agreement or any part hereof, without the written consent of Lessor; provided, however, that the foregoing shall not prevent the assignment of such rights to any corporation with which Lessee may merge or consolidate, or which may succeed to the business of Lessee, or to the United States Government or any agency thereof. No such subletting shall release Lessee from its obligations to pay any and all of the rentals and charges set forth herein. 24. NOTICES: Notices to Lessor provided for herein shall be sufficient if sent by registered mail addressed to Lessor at its regular mailing address, 113 West Mountain Street, Fayetteville, Arkansas 72702. Notices to Lessee provided for herein shall be sufficient if sent by registered mail, addressed to Mr. Don Soph/Vice President, Customer Service Trans State Airlines, Inc. d/b/a Trans World Express 3900 Fee Fee Riad St. Louis, Missouri 63044 • 25. SEVERABILITY: This agreement shall be construed under the laws of the State of Arkansas. In the event any covenant, condition or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition or provision shall in no way affect any other covenant, condition or provision herein contained; provided, however, that the invalidity of any such covenant, condition or provision does not materially prejudice either the Lessor or the Lessee in their respective rights and obligations contained in the valid covenant, condition, or provisions of this agreement. • • 26. USE AND ENJOYMENT OF LEASED PREMISES: Lessor represents that it has the right to lease the airport, together with the facilities, rights, licenses and privileges herein granted, and has full power and authority to enter into this agreement in respect thereof. Lessor agrees that, on payment of the rent, performance of the covenants and agreements by Lessee, Lessee shall peaceably have and enjoy the leased premises and all rights and privileges of the airport, its appurtenances and facilities. 27. GRANT OF OPERATIONAL RIGHTS: During the term of this agreement, and during any renewal or extension thereof, Lessee shall have the right to: A. Take off, land, fly, taxi, tow, park, load, and unload its aircraft, and other equipment used in the operation of all scheduled and nonscheduled flights; B . Load and unload persons, cargo, property, and mail by means of such equipment as Lessee may choose or require in the operation of its business, with the additional right to designate and enter into agreement with any carrier or carriers of its choice for the transportation to and from the airport of passengers and their baggage, cargo, property, and mail carried and to be carried by Lessee; C. Repair, maintenance, condition, service, test, park or store aircraft or other equipment, provided that such right shall not be construed as authorizing the conduct of a separate business by Lessee; D . Install, maintain and operate without cost to Lessor a message tube system and other communications systems between suitable locations in the aircraft loading areas and suitable locations in those areas of the terminal building leased exclusively to Lessee; E . Install, maintain, and operate at Lessee's expense, or in conjunction with other air transportation _companies, such radio communications, meteorological, and aerial navigation equipment at facilities in -or on premises leased exclusively to Lessee or, subject to the approval of Lessor's City -Manager; elsewhere on the airport, as may be necessary or convenient in the opinion of Lessee for its operation; provided, however, that such approval shall not be withheld unless such installation, maintenance, and operation at the location so elected by Lessee shall interfere with the reasonable use of the airport by others authorized to do so; and F. Conduct any other operation or activity which is reasonably necessary to conduct by Lessee of its business. .10 • IN WITNESS WHEREOF, the City of Fayetteville, Arkansas has executed these presents by its Mayor, and has caused the seal of the City of Fayetteville, Arkansas, to be hereunder affixed, and said Lessee has caused these present to be signed, its corporate seal to be hereunto affixed, and attested, by its proper officers, being fully authorized to do, as of the date and year written above. .rts0- , ATTEST By: /4 Cn �'LD` City Clirk "+ .✓ • er7r. 1ga sir::: M� �'t l 177" 1tt' ri `-ATT% Title: SALO CITY OF FAYETTEVILLE,RKANSAS By'3� Mayor T�anslStete %r inefs, Inc. Title Title:VIce YIPS(' - T -j USTDVI'IP2 11