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HomeMy WebLinkAboutOrdinances Book 10, Page 1145, No Resolution NumberA RESOLUTION AITI OVIIG '0113 P110VI3101;:; 01" A CO;iIMXT TO EE EIITERED INTO EET11.71 �ti THE PADUCAH AIRPORT CORPORATION AND TIM KENTUCKY INSTITUTE OF AERONAUTICS RELATING TO THL I:uIIIAGI+ EMIT, CONTROL AND OPERATION Or' TIIE PADUCAH-ILCCRACKEMi COUNTY AIRPORT WHEREAS, the iaducah Airport Corporation has submitted to the =card of Commissioners for a proval a contract which is in words and higures as follows, to -wit: "THIS AGREEId-1I1T, made and entered into this the _ day of Varch, 1945, by and between Paducah -airport Corporation, a Kentucky Corporation, wluth all the corporate powers and rights to contract in its name, Party of the first part, and hereinafter referred to as the "Corporation", anc I_enjucky Institute of Aero- nautics, a Kentucky Corporation, with principal place of business in Paducah, ;.:cCrac'.cen County, ,:,ntucky, Party of the second .art, and hereinafter referred to as "Second ?arty". 'J I _ .I w .;3T ... "That, whereas, on '_:ovember 20, 1944, the Paducah Airn Corporation and C. 'ichard LeRoy entered into a :erittcn contract wherein the said C. Richard LeRoy was .ranted the operatin nrivi- lees on the Paducah M:cCracicen county =.irport for the cohsideration specified in said contract; and, whereat, it appears to the mutual benefit of both parties to said contract that the contract dated November 2n, 1944, be cancelled, and this Agreement entered into between the Paducah Airport Corporation and Kentucicy Institute of Aeronautics shall be in the place and stead of said contract dated November 20, 1946, and that contract is, by agreement of parties, cancelled and held for nau.-ht. ?io:r, in consideration of the cove- nants and conditions as hereinafter set out, the parties to this Agreement do hereby agree each for itself, successors and assiynn as follon-c: I GRAPIT "In consideration of the amounts to be paid to the Corporation by :second arty and all covenants and agreements herein expressed on the part of the Second Party, to be 'ccbt and performed, the Corporation hereby grants to said Party of the Second Part the operating privileges, as hereinafter defined, on the present iaducah "1cCracken County Airport, located approximately ei •;ht (3) miles ''.Vest of the city limits of Paducah. Kentuc'cy, on United .hates Highway ido. CO, for a period of ton (10) years, beginning on the day of 1944. 1140 _.c used herein the toren, "Operating Privileges", -:iall include and be limited to the following: • "(a) '"iio cxlucdive privilege of operating a flying school and all other forms of aeronautical instructions for compensation and charges, that shall be comparable to like services in similar schools, extent of equipment and personnel employed considered; but, t!e exclusive privilege of operatin--- a flying school and all other forms of aeronautical :instruction for compensation shall be limited ane.' restricted to the extent that the Corporation reserves Lao ri_it to -rant unto the iadunah Junior C011e o and the accredited high schools of t'e City of Paducah and County of 1„cCracken the privile�-c to use the laducah ccracken County Airnort for any and all courses of aeronautical instruction that may be embraced in Courses of study at ,c.i0 Institutions,'for any ci' its students in attendance thereat, cut the Corporation will see to it that if instruction is needed at L -1:e a::ove described-irnorL- the services of tee tarty of the Second ?art mill be e:7nloyed ii' parsi to and it is unders tool t'.,at the privilege of operatin , a flyini- sch-,ol and riving aeronautical instruction, as shave provided for, includes the exclusive privilege of rent.in_ planes and equipment for use L;, others. "(b) 'he exclusive privile c to operate an ai_crafL repair station, provided hol-'evor, nothir-_ in this clause snail prevent schedule-_ connercial all -linos £,or1 erectin-- and naintainin; e,ai_ :,1>>,:; for t:.e re air anu ma -1, of vi;^ir 0,.:,t ec.u':�ii_nt. "(c) The p. ivile e, but not the e;cclusive privilege, to operate planes ^01• charter and non-scheduled carry- ing of passengers and £Pref -it for hire; and, the exclusive ri`ht to sell airplanes from the irport and to fly si;;ht wain trips and students to and £Prom the jyirport within a twenty-five (25) mile radius. "(d) The exclusive concession f -)r the sale of - aviation supplies (exclucinl, any concession for the sale and districution of petrolour; products) and air- craft parts, and the ri`ht to install the nedessary facilities for the exercise of these privileges, This grant, hor.ever, shall in no ,rise apply to scheduled airline operators or to other persons, firms or Corporations from whom such scheduled operators may wish to purchase such supplies on the Airport property. "(e) Me ri;rhL- to construct such hangars and shops as he deems necessary for the successful operation of the privileges ranted in this contract, and the use of sufficient space in any buildings cons!.rueted on said field necessary to the successful operation of the p1•ivileges herein granted, extent that the location and clesi_-n of any buildings erected by .1ocond Party shall be agreed to bettireen the .Parties of thin Contract. (f) The privilege to rent hamar space to the Public for the storage of airplanes on the Airport property. II PA L-121'1TS The 6tandard oil Company of Kentucky has agreed to furnish to the Corporation a sum of money not to exceed fourteen Thousand (?,"14,000.00) Dollars to be used for the construction and erection of a hangar building on the Airport property above referred to, and the Tarty of the Second Part herein has agreed to make the necessary monthly payments to ,standard Oil Company in a sufficient sum to repay the said sunt so advanced durinI the term of this Contract, it being: understood and agreed b%= the parties hereto that Second Tarty shall have the exclusive use of the hangar build in; above referred to. lion, in consiclera. ,ion ni r.ae ri ^hts and 117 privileges herein Granted to it by the Corporation, the .Second Party covenants.to pay to the said Corporation for tie first three (3) years of this Contract o sum equal to rive (5;'') percent of the new profits earned or derived from the use of the privileges herein granted to Second Party, and for the remaining ,even (7) years of said Contract a sura equal to e'ive (5,") per cent of the gross receipts collected from the use of the privileges herein granted to Second party; provided, however, there shall be excluded from this provision the payment of any income derived from the sale of airplanes by Jecond iart,y. The payment of all sums on the net and gross revenues shall be due and payable each three (3) months of each year durin the terra of this agreement, and the Second Party shall receive as a credit on any amount due the Corporation, the total of all the monthly payments not heretofore credited whict. have been paid to Standard Oil Company on the indebtedness of said sum above referred to. it is the .intent of the Parties to this Contract that Second arty shall not be liable for payment of any sums to the lorp-ration unless the earnings of net and gross as above referred to, shall exceed the total suras paid :Standard Oil Company, and then only to the e;ctent of such excess. The Corporation shall have the right to examine and audit the boobs of Second Party at the time the payments, above provided for, shall become due. "Net Profits" as used herein shall mean profits rema ing after all charges, including reasonable salaries and depreciati n of equipment, as determined by the bureau of Internal Revenue, but before Federal and State income taxes have been determined. III OPERATION it is further understood and agreed that the Kentucky Institute of Aeronautics shall be responsible for the annointing of a manager of said Airport, and it hereby alpoints C. Pichard LeRoy as such manager, it being understood that he or such other person, as may be designated by him and a proved by the ..irport Corporation, will serve in such capacity without compensation from the Corporation, and it shall be the duty of such manager to recommend all needful rules, regulations and charges for the proper operation of said Airport, and he shall be charged with the enforcement of all such rules and regulations that are adopted by the Corporation, the Commonwealth of Kentucky and the Civil Aeronautics ,administration. The manager shall supervise all maintenance of the field and buildings constructed during the term of this Contract if requested to do so by the Corporation and make recommendations to the Corporation regarding the nec 114€i maintenance, up -keep and improvement of said i+irport. It is furthe. agreed that said manager shall have the right and authority to suspend any flight operation, or, operations, other than those of commercial scheduled airlines, at said J+irport when the safety of the public or the safety,of the operation is involved. "(2) It is a. -reed and understood by the parties hereto that all landin, fees derived from the operation of scheduled commercial airlines shall be paid to t: -e Corporation. "(3) All utility charCes made and incurred by Party of the Second Part in the exercise of the privileCes herein conferred shall be paid by it. "(n) Due to the emergency brought about by 'orld 'iar II certain parts and materials for equipping an aircraft repair shmp are not obtainable, and the Second Party agrees that as soon as the equipment can be obtained it will equip and maintain the aircraft shop with such equipment as, in its judgment, may be necessary. "(5) During the present emergency brought about by 1'rld '7nr II the Kir: ort Tanager will, without expense to the Corporation, provide a responsible person to serve as a watchman at said Field Burin; the hours required by the Civil Aeronautics Administration as a war measure. "(6) It is further at;reod that the said .second Party will see that there is Present at said Kirport from the houro of 8 o'clock A.J.I.. until 6 o'clock P.31., a Arson properly qualified to service airplanes, and to act as Paducah and McCracken rountyTs representative to the flying public, which service shall be rendered to the Corporation without cost. IV AIR SCHOOL APID REPAIR SHOP "(1) The Party of the second Part further covenants and agrees that it will for ten (10) months during each year, beginning as s,on as a hangar is constructed, operate a school for aeronautical instruction at said Airport. "(2) That it will, at all times, except as herein other- wise provided, maintain an aircraft repair and service station at said Airport. V 1 OVISIO`1:; TO BIND AM I3LI1$FIT SUCC1;:i.;0R3ASSIGN'S, ETC. "It is further covenanted and agreed b;., and between the parties hereto that all covenants, agreements, conditions and undertakings in this Agreement contained shall extend to and be binding upon the legal representatives, successors and assigns )f the respective parties hereto the same as if they were in 1149 every case named and expressed; and wherever in this Agreemenu reference is made to either of the parties hereto it shall be hold to include and apply to the legal representatives, successors and assigns of such party, the same as if in each and every case so expressed; provided, however, the Party of the Uecond Part shall not assign this contract, or assign or sub -let any of the rights or privileges to him herein granted without the Corporations consent in writing thereon, signed b;, the President of the Corporation, or other chief executive officer of said Corporation, and any such purported, or attempted assignment of this agreement, or of any rights or privileges hereby granted, Without such writton consent, as aforesaid, shall not be binding upon the Corporation, but as to the Corporation, its successors in interest and assigns shall The void and of no effect whatever. VI FORF%ITURE "It is further covenanted and agreed between the parties hereto that if default shall, at any time, be reside by said Second Party in the payment of any amounts due the Corporation when due, as herein provided, and shall continue for the space of thirty (30) days after written notice thereof shall have been given to said Party of the :second Part, or if default shall be made in any of the other provisions, covenants, or agreements to be kept, observed and performed by said Second Party, and such default shall continue for thirty (3C) days after notice thereof in writing,to said tarty of the Second Part, then the Corporation may, at any time thereafter, prior to the remedying of such default, declare this contract ended and terminated by giving the Party of the Second Part written notice of such intention. "Failure of the Corporation to exercise its right to cancel this contract f(br aay one or more defaults, shall not operate to waive the Corporationts right to exercise its option to cancel said contract for any other or subsequent defaults. VII G E ERAL PROVISIONS "l. Should ah any time the :'econd Party fail to properly discharge the duties, as herein provided, or fail to properly rerform any of the provisions of this contract, then in that event the Corporation may give written notice to the Second Party, calli unon it to correct and psnperly perform such duties and provisions 1150 The written notice s)all be given by registered mail, and shall set forth specifically the grounds and reasons relied upon by the Corporation. It shall then become the duty of the .second jarty within thirty days from the receipt of written notice, to remedy and correct any deficiencies in operation or.,management complained about by said Corporation. "In the event the Second Party shall believe that it has properly discharged its cuties as Airport :..anager, and properly fulfilled the provisions of this contract, and refuses and fails to correct and remedy the deficiencies relied upon by the Corpo- ration, within the time herein specified, it shall be the duty of the Party of the Second cart to so notify the Corporation by reCistered mail, addressed to the President thereof, settin-, :orth the reasons relied upon by it for such refusal, and to;,w^rithin the days from the date of mailin% of said notice 'to the said Corporation, dosi,nate a person to act as a nember of a Loard of Arbitration, giving to the Corporation written notice specifyin_- the name of said desi-nated person, within ten days from the receipt by the Corporation of said smitten notice that said Second Party fails and refuses to correct and remedy the alleged deficiencies, it shall be the duty of the Corporation to desig- nate some person, not a member of said Corporation, to act as a member of the Loard of hrbitration, giving to Second Party written notice, speficying the name of the person so designated. Tho two desi,nated members shall, within ten days fr^m the appointment of the second member, select a person mutually agreeable to both members, to act as the third member of the Board of Arbitration. It shall be the duty of the Loard of Arbitration to hear evidence produced by the Corporation, and by the Second Party, and after hearing such evidence, to determine whether or not the Second Party has failed to properly discharge its duties and obligations under this contract. "It is hereby agreed that the decision of said ',card of Arbitration shall be final and binding gpon the parties to this contract, and in the event the said zpard of Arbitration determine that said :second Party has failed to property dis- charge its duties and obliations under the contract, then in that event, the said Corporation, may, at its option, declare this contract cancelled and of no effect, otherwise said con- tract shall remain in full force and effect. 2. !To provision of this contract shall be construed now or hereafter to in anyway interfere with any contract or with any provisions in any contract mat may be entered into by 1151 the Corporation with the Chicago and Southern Airlines or the American Airlines or with any other commercial scheduled airlines; and, if there are any provisions in this contract that conflict ir•ith any of the provisions of the contracts that may be entered into by the Corporation with any of the above described airlines, it is agreed and understood by all of the parties hereto that the provisions of this Contract shall sive way and shall not apply in the event of a conflict in that respect. "3. The Second Party may begin the exercise of the privileges herein granted as soon as said Airport has been released by the United States Government to civilian use. "4. It is agreed that title to any buildings or equip- ment placed upon said �-irport by Second tarty shall .remain and be in ^aid Second Party and at the expiration or termination of this Contract, or any renewal thereof, said :Second i,arty shall have the ri--ht, at its expense, to remove from said Airport any ouch buildings, or equipment, so placed thereon, it being understood that this provision does not include the han_-ar building to be constructed with funds furnished by Standard Cil Company and repaid by the Kentucky Institute of Aeronautics. "5. The provisions of this Contract are hereby declared to be separable and should any provision or part of said provisions be declared void by a court of competent jurisdiction the remaining provisions shall remain in full force and effect. 116. It is agreed between the parties hereto that at the expiration of this Contract the said .Second tarty shall have the option to rent the hangar building, herein referred to as the one being constructed by funds advanced by Standard Oil Company, for the rental set by the Corporation. "IN WITNEiS 1n4iEREOF, the Paducah airport Corporation has caused these presents to be si3ned pursuant �o a resolution by its Board of Directors in its corporate name by 1rady i;. Stewart, as President, and attested by Christine Alliston, as Secretary, and the Kentucky Institute of Aeronautics has caused this Contract to be signed pursuant to a resolution by its ward of Directors in its corporate name by C. i:ichard LeRoy, as President, and attested by Thomas J. Marshall, as Secretary, and this instrument is executed in du3licate, each copy to be considered as an original, on this the day and year first above written." NOW THEREFORE, BE II RESOLVED uY THE LOARD OF COLM?I.S OF m1fE CITY OF PADUCAII, KEPITUCI{Y: 1152 SECTION 1. That the aforesaid Contract to be entered into between the Faducah hirport Corporation and the Kentucky Institute of Aeronautics and all of the terms, conditions and agreemonts contained therein :�c and the same are hereby approved. SECTION 2. This Resolution shall be in full force and effect from and after its adoption. ",q -.7 or �! — Passed by the ,:oard of Commissioners, April 3, 1945 Recorded by Rudy Stewart, City Clerk, hpril 3, 1945.