HomeMy Public PortalAboutORD10706 1
BILL NO.
SPONSORED BY COUNCILMANf �_�
ORDINANCE. NO.
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI , AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A LEASE AGREEMENT WITH TRAILWAYS
LINES, INC.
BE IT ENACTED BY THE CITY COUNCIL OF THE CITY OF JEFFERSON,
MISSOURI, AS FOLLOWS:
Section 1. The Mayor and Clerk are hereby authorized and
directed to execute a lease agreement with Trailways Lines, Inc.
for a building and property located in the 600 block of West
McCarty Street for the sum of $725 .00 per month.
Section 2. The lease agreement shall be substantially the
same in form and content as that lease attached hereto as Exhibit
A.
Section 3. This ordinance shall be in full force and effect
from and after the date of its passage and approval..
Passed ���G/, ,+y.�� Approved
qP
Pr siding Off ' er Mayor
ATTEST:
City Clerk
i 1
MFRORA Uf OF AGREEKOT
WHEREAS, the City of Jefferson, Missouri, and Trailways
Lines, Inc. entered into a Lease Agreement on the 15th day of
September, 1986; and
WHEREAS, the Lease Agreement requires tY.xe parties to agree
to execute a supplementary document which shall specify the
actual dates of commencement and expiration of the term of the
lease and the commencement of rent; and
WHEREAS, Trailways Lines, Inc. has assigned the lease to GLI
ACQUISITION COMPANY; and
WHEREAS, GLI ACQUISITION COMPANY took possession of the
leasehold .including the building and property located at 620 West
McCarty Street on October 14, 1987.
NOW THEREFORE, in consideration of the terms of the lease,
the City of Jefferson, Missouri and GLI ACQUISITION COMPANY agree
that the term of the lease shall commence on the 1st day of
November, 1987, and shall expire on the 31st dray of October,
1992. The rent as agreed will be $725.00 commencing with the
term of the lease. All other terms and conditions of the lease
® shall remain in effect.
+� LESSOR:
CITY OF JEFFERSON, MISSOURI
a municipal Corporation
-ATTEST:
Mayor
City Clerk
LESSEE:
GLI ACQUISITION CO ANY
ATTEST: W. . McCra lien-Vice President
DEFT. OF Tl LNSPORTATION
Trailways Lies,Ii1,.
JUL 131987
FEDERAL EXPRESS
July 10, 1987
City of Jefferson
320 East McCarty
Jefferson City, MC 65101
Re: Trailways Bus Terminal
Gentlemen:
TlAILIWAYS LIVES, INC. ("Trailways" ) and GILT ACQUISITION
COMPANY, a wholly owned subs idiary of GREYHCUND LUNES, INC.
("Greyhound") have entered into an agreement whereby Greyhound
will acqui::e a substantial number of Trailways ' terminals and
garages. Under this agreement, Trailways requires your consent,
as Trailways' Landlord, to the assignment of Trailways ' inn-crest
in its Lease with you to Greyhound.
The Lease provides in hart that your consent as Landlord is
required to an assigrment of Trailways ' interest in the Lease .
We recuest that you e.xecute and .return to the undersigned
two (2) cODies of this letter to show your consent to the assian-
ment of the Lease to Greyhound.
On receipt of your consent as requested herein, and after the
closing, we will send you a copy of the Assignment acreer:ent, °:decL'ted
by both Grevhound and Trailways .
Of course , this Al ssi nment- nyreement will not release Trailways
from its obligations under th a Lease. Trailways will. coati.^.lie t: be
liable.
Thank you in advance for your =rcmpt action on this request.
Because our agreement with Greyhound Ccintains a short timetable to
obtain consents from our Landlords, ! is important to this trans-
action that you exacut,e and return ccoies of this letter as soon as
13760 Noel Road Dallas,Texas 75240 (214) 770.8500
July 10, 1987
Page 2
;s
reasonably possible, hopefully within the next five (5) days.
In order to expedite this, we request that you return the copies
of this letter to Mr. Paul J. Tennant, Vice President-Real Estate,
Trailways Lines, Inc. , 13760 Noel Road, Dallas, Texas 75240. We
do not want to lose this opportunity to make this sale. We believe
that you will be very satisfied with Greyhound as a Tenant.
Sincerely,
TRAILWAYS LINES, INC .
B . P .
Paul J(/Tennant
Vice P esident-Real Estate
a
e.'
CONSENT
The undersigned, as Landlord under Lease dated October 10, 1986
(as modified) , hereby consents to the assignment by TRAILWAYS LINES,
INC. of its interest in said Lease to GLI ACQUISITION COMPA1NTY, a
wholly owned subsidiary of GREYHOUND LINES, INC.
DATED: July 13 1987 .
City of Jefferson
3y:w ,r .
I s'
LEASE AGREEMENT
:�US LEASE A,GRPEMF�NT is made and entered into on this
/5- day of 19 y,'6 by and between the City of
Jefferson, Missour , hereinafter referred to as "Lessor" , and
Trailways Lines , Inc . a Delaware Corporation, hereinafter
referred to as "Lessee. "
WHERE L s r has- secured title to p op rty located at
Zf �• ? /,o
which shall bvreferred to as 4 eased premi a , " being more
particularly described in Exhibit attached hereto and made a
part. hereof; and
WHEREAS, for and in consideration of the covenants and
agreements hereinafter mentioned to be kept and performed by
Lessee, Lessor does hereby demise and lease unto Lessee, and
Lessee does hereby lease from Lessor, the leased premises .
WHEREAS, it is the intent of Lessor and Lessee that the
leased premises be available for the benefit of all other
qualified bus companies operating in and/or serving the City of
Jefferson, Missouri; and
WHEREAS, it is the intent of Lessee to accomplish the stated
objective by negotiating a use agreement and encouraging its
commission agent to negotiate commission agent agreements with
said other qualified bus companies . As evidence of its good
faith efforts , Lessee shall submit to Lessor for Lessor's
information a-od review copies of its proposals to such other
qualified bus companies; and
WHEREAS, as a means of accomplishing the stated objective
Lessee agrees that it shall use its best efforts to negotiate use
agreements with other bus companies provided that:
A. Such use agreements shall be economically feasible;
B. The leased premises are physically capable of
accommodating such other bus companies.
C. Operations at the leased premises can be continued in a
safe manner;i and
D. Such other bus companies meet all regulatory, safety,
and insurance requirements of all Federal, State, and
other governmental bodies or agencies having
jurisdiction.
NOW, THEREFORE, in consideration of the terms and conditions
set forth herein, the Lessor and Lessee do hereby agree as
follows:
•� 1
IN
1 . WARRANTY OF TITLE
Lessor represents and warrants that:
A. Lessor has title to the premises and has full right and
power to grant the estate demised and to execute and
perform this lease;
B. The premises is. now and will remain free and clear of
all encumbrances which could adversely affect Lessee 's
leasehold est.at.(-:!;
C. The intended use of the premises for a bus terminal is
permitted by all applicable zoning laws and
regulations ; and
D. The premises complies with all applicable ordinances,
regulations and zoning and other laws.
2 . TERM AND OPTION TO RENEW
The term of this lease shall be for a period of five (5 )
years commencing on the date Lessee accepts and occupies the
leased premises and ending five years thereafter. The parties
hereto agree to execute a supplementary document which shall
specify the actual dates of commencement and expiration of the
term of this lease and the commencement. of rent hereunder.
If this lease has not been previously terminated pursuant to
the provisions contained herein and if the commencement date of
this lease shall not have been ascertained within two ( 2 ) years
from the date of this lease, Lessee shall have the right to
terminate this lease by serving thirty ( 30 ) days written notice
to Lessor.
Lessee shall have the option to renew and extend this lease
for two ( 2 ) terms of five ( 5 ) years each upon the same terms and
conditions contained herein, this clause excepted, provided that
Lessee shall notify Lessor of its desire and intention to renew
and extend this lease, one hundred twenty days prior to any
expiration and provided that the monthly rental shall be
negotiated as set out in paragraph 3.
3. RENT
The rent for the term of this lease shall be Seven Hdndred
Twenty-five Dollars ( $725.00 ) per month made payable .in advance
on the first day of each month at: City of Jefferson, Missouri,
320 East McCarty Street , Jefferson City, Missouri 65101, or such
other address as Lessor may, from time to time, designate in
writing.
® If the term is extended, the rent for any extension shall be
mutually agreeable provided that the monthly rental for the first
renewal period shall not exceed $800.00 per month.
2 -
4 . VENDING AND OTHER SCRVICES
Lessee shall have the right., at its sole option, to furnish
certain services and to install equipment. required for such
services, which services may include, but shall not be limited
to: vending of food, snacks , non-alcoholic beverages, and
cigarettes; pay tole-phones; locker:.; coin-operated newspaper
stands; and Western Union.
5. PERMITS AND CERTIFICATE OF OCCUPANCY
Lessor represents and warrants that it shall:
A. Ascertain or otherwise assure itself that Lessee shall
be permitted to operate its business at and from the
leased premises ;
B. Acquire any and all required use permits and zoning
approvals or variances and maintain same during the
term of this lease; and
C. Secure any and all required building and associated
permits .
D. Secure a Certificate of Occupancy for the leased
premises within thirty days of substantial completion
of same and that in the event it fails to do so,
Lessee, at its sole option, shall have the right to
terminate this lease by serving thirty days written
notice to Lessor. However, in the event local
regulations require Lessee to secure the Certificate of
Occupancy, Lessor represents and warrants that it shall
use As best efforts to assist Lessee to secure the
Certificate of Occupancy within thirty days of
substantial completion of the leased premises and that
if Lessee fails to do so, Lessee, at its sole option,
shall have the right to terminate this lease by serving
thirty days written notice to Lessor.
6. USE
Lessee agrees that the leased premises shall be used only
for inter-city bus service purposes, including but not limited to
sales of tickets, loading and discharge of passengers and
baggage, handling of baggage, staging and storage of equipment
and materials to provide for the safety, comfort, and convenience
of its passengers , handling of package express shipments and
package express shippers, charter activities, and ancillary
services.
7. NO WASTE, NUISANCE, OR UNLAWFUL USE
Lessee shall not commit or allow to be committed any waste
on the leased premises , create or allow any nuisance to exist on
3 _
IPA im
the leased premises , or use or allow the leased premises to be
used for any unlawful purpose.
8. INGRESS AND EGRESS
Lessee shall have the right. of ingress and egress to and
from the leased premises and shall not be restricted in the
operation of its motor buses to' and from the leased premises. In
the event any governmental body or agency or quasi-legal
authority shall hinder, restrict, prevent, or prohibit Lessee's
business, ingress or egress , or physical or legal use of the
leased premises, Lessee shall notify Lessor in writing of the
action and Lessor shall have sixty ( 60) days to rectify the
problem. If the Lessor is unable to correct the situation,
Lessee shall have the right. to terminate this lease by serving
thirty days written notice to Lessor. ,
9. UTILITIES
Lessor shall assure the leased premises are served with
water, electricity, gas, heat, air conditioning, and other
utility services required for Lessee's use. Such utility
services shall be separately metered and Lessee shall pay such
separately metered charges for utilities furnished to the leased
premises and consumed by Lessee.
10. LESSOR 'S WORK
Lessor covenants and agrees to make all necessary initial
alterations or installations to the leased premises . Lessor, in
accordance with Lessee 's criteria, agrees to prepare all
necessary plans, drawings and specifications for the proposed
construction, which plans , drawings and specifications shall be
submitted to Lessee for its prior written' acceptance. No
construction shall be permitted, directed, commenced, or
authorized by Lessor until receipt of such prior written
acceptance.
Lessor shall supply adequate, competent, qualified and
experienced on-site inspection/supervision through out
construction of the leased premises so as to assure completion of
the work strictly in accordance with such plans, drawings and
specifications .
11. MAINTENANCE AND REPAIR
Lessee, at its sole cost and expense, shall remove snow and
ice from the sidewalks of the leased premises, and shall perform
routine service and maintenance to the leased premises to keep
same in good repair and appearance, ordinary wear and tear and
loss by fire or other casualty excepted. In no event shall
Lessee be required to make physical changes to the leased
® premises .
4 -
Except as provided above, Lessor, at. its sole cost and
expense, shall perform all other service and maintenance,
including but not limited to: the structural foundation of the
building, roof and walls ; roof, roof flashing, and the watertight
condition of the roof; underground and otherwise concealed
plumbing and sewerage lines ; septic and other holding tanksi
sidewalks, paving, and landscaping; and any centralized heating,
air conditioning, gas or electrical systems , Lessor shall also
remove ice and snow from the driveway and parking areas .
-Lessor shall make repairs and replacements to the building
and grounds that are necessary for the cont.inutA operation of
Lessee' s bus passenger and package express business .
12. ALTERATIONS , IMPROVEMENTS , ADDITIONS
Lessee, subject. to Lessor's prior written consent, which
consent shall not be unreasonably withheld, conditioned, or
delayed, may make alterations, improvements, or additions in, on
or about the leased premises , except for structural changes .
Lessee, at its option, may remove such alterations, improvements ,
or additions made by it in, on, or about the leased premises.
Lessee's personal property and its trade fixtures, including
machinery, equipment, and furnishings, shall remain the property
of Lessee and may be removed by Lessee at any time during the
term hereof. Any personal property, trade fixtures,
alterations , improvements or additions not removed by Lessee
within thirty days after the termination of this lease by lapse
of time or otherwise shall automatically become the property of
Lessor. . Lessee shall repair any damage to the leased premises
caused by Lessee ' s removal of its personal property, trade
fixtures , alterations , improvements , or additions , but Lessee
shall have no obligation to remove such items from the leased
premises at any time.
Lessee expressly agrees that it shall not bore, cut into, or
otherwise structurally weaken any column, beam, or other part of
the leased premises for any purpose whatsoever without Lessor's
prior written consent. In the even t Lessee shall so
structurally weaken the leased premises, Lessee shall repair such
damage after receipt of Lessor's written request to effect such
repairs .
If Lessee shall not. commence said repairs within thirty
days, Lessor shall. have the right to make such repairs at
Lessee's cost and expense or, at its option, may pursue any.other
remedy provided for in this lease.
13. SIGNS
Lessee shall have the right to erect in, on, or about the
leased premises signs as Lessee may deem necessary and proper in
the conduct of its business and that meet applicable codes and
ordinances .
5 -
14 . PUBLIC ADDRESS SYSTEM
AM In the event. Lessor installs a common public address system
for the leased premises , Lessee shall have the right to use such
public address system to announce arrivals and departures of its
buses and to make other announcements required in the proper
conduct of its business . In the event Lessor does not install a
common public address system for the leased premises , Lessee
shall have the right to install and use a public address system
for the purpose of making announcements of arrivals and
departures of its buses and other announcements required in the
proper conduct of its business .
15. INSURANCE AND INDEMNIFICATION
Lessor shall provide and maintain insurance against fire and
all perils customarily covered by extended coverage endorsement
in an amount adequate to protect Lessor for the replacement value
of the leased premises against any and all loss from damage to
the building and improvements constituting a part of the leased
premises. Such insurance may be obtained by endorsement to
blanket insurance policies, provided that such policies are
written by companies of recognized standing.
Lessee, at its sole cost and expense, shall obtain and
maintain during the term of this Tease comprehensive general
liability insurance providing no less than One Million Dollars
( $1, 000, 000 .00 ) combined single limit of liability per occurence, or Lessee,
IN kn t its option , may maintain a comprehensive general liability policy with limits of not
JAS.; Lessee agrees to pay and to protect, indemnify and save
harmless Lessor from and against any and all liabilities,
damages , costs , expenses , causes of action, suits, claims ,
demands , or judgments of any nature whatsoever arising from
injury to or the death of persons or damage to property on the
leased premises caused by any act or omission of Lessee.
Lessor agrees to pay and to protect, indemnify and save
harmless Lessee from and against any and all liabilities ,
damages , costs, expenses , caries of action, suits, claims ,
demands , or judgments of any nature whatsoever arising from
injury to or the death of persons or damage to property on the
leased premises caused by any act or omission of Lessor.
16. EMINENT DOMAIN
Eminent domain proceedings resulting in the condemnation- of
part of the leased premises herein that leave the rest usuable by
Lessee for the purposes of the business for which the premises
are leased will not terminate this lease, unless Lessee at its
option terminates it by giving written notice of termination to
Lessor. The effect of such condemnation, should. such option not
be exercised, will be to terminate this lease as to the portion
of the premises condemned and leave it in effect as to the
remainder of the premises, and the rental provided for herein
shall be adjusted accordingly. Compensation awarded as a result
k less than Five Million Dollars ($5,000,000.00) provided , however, that Lessee may elect
to self-insure the first One — 6 _ Million Dollars ($1 ,000,000.00) and to
carry a policy of excess insurance for Four Million Dollars ($4,000,000.00) excess
$1 ,000,000.00, naming Lessor as an additional insured.
of such condemnation shall be that of Lessor, except to the
extent that part of the award is allocated as damages to fixtures
Am on t.hl� premises which were furnished by Lessee or damages for the
value of Lessee 's leasehold r-istate .
17. DAMAGE OR DESTRUCTION
In the event of destruction of, or substantial damage to ,
the building located upon t:he leased premises during the term of
this lease, Lessor shall have the option, within a reasonable
time after such damage or destruction, of either replacing or
rebuilding the building, and in such manner and according to such
plans and specifications as are satisfactory or , declining to do
so, in which latter event Lessee shall have the option of
terminating this lease by written notice. If said lease is not
terminated by Lessee or if Lessor shall elect to rebuild or
replace the damaged or destroyed build'i.ng, than and in such event
the rental hereinabove provided for or a just and proportional
part thereof according to the nature and extent of the damage
sustained shall be abated until said building has been repaired
or replaced as aforesaid.
18. ACCEPTANCE
lessee hereby acknowledges that it has received the leased
premises in good order and condition and covenants that on the
termination of this lease by lapse of time or otherwise, it will
yield up the said premises to Lessor in as good condition as when
the same entered upon the leased premises , ordinary wear and tear
and loss by casualty excepted.
19 . CESSATION OF BUSINESS
In the event Lessee ceases its motor bus operations over Highway 50 serving
IN Jefferson City, Missouri , Lessee shall have the right to terminate this lease upon
t sixty (60) days written notice to Lessor.
20. SUBLEASE AND ASSIGNMENT
Except as may be required for Lessee to provide inter-city
and commuter bus service, Lessee shall not assign or transfer
this lease in whole or in part, sublet or license the premises or
any part thereof without the prior written consent of Lessor,
which consent shall not be unreasonably withheld, conditioned, or
delayed; except that Lessee shall have the right, without
Lessor's consent, to - sublease all or any part of the leased
premises to a commission agent of Lessee or to assign or sublease
all or any part of the leased premises to an affiliate,
subsidiary, or parent company of Lessee, but no such sublease or
assignment shall relieve Lessee of its obligations hereunder.
21. BUS TERMINAL AGREEMENTS
Lessee (or an operating affiliate of Lessee) shall be
permitted to enter into Bus Terminal License Agreements ,
7 -
"Terminal Agreements, " with non-affiliated bus operating
companies whereby said non-affiliated bus operating companies
will be permitted to utilize the leased premises for the pickup
and delivery of passengers and package express pursuant to the
terms as set forth in said Terminal Agreements. Such Terminal
Agreements shall not. be deemed to ' be assignments or subleases
within the meaning of this lease, and Lessee shall not be
required to obtain Lessor 's app.roval. to enter into such Terminal
Agreements.
22 . NON-DISTURBANCE AND SUBORDINATION
Lessor shall have the right to mortgage its interest in the
leased premises and, upon lender 's request, Lessee shall
subordinate its interest in the leased premises to the lien of
lender's mortgage or trust deed, provided lender agrees in
written, recordable form, not to disturb Lessee 's possession of
the leased premises under this lease, so long as Lessee is not in
default of any of the terms, conditions , and covenants of this
lease, and to accept performance by Lessee of its covenants and
obligations hereunder if such mortgage shall be foreclosed.
If Lessor shall sell, convey, or pass title to the leased
premises other than as provided for above, Lessee shall be bound
by the terms , covenants, and agreements herein to the new owner
of the premises , and the new owner shall take title subject to
this leasehold interest.
23. DEFAULT
If default be made in the payment of rent above set out, or
any part thereof , or in the event of breach by Lessor or Lessee
of any of the covenants and agreements herein contained, the
aggrieved party may serve a written sixty ( 60) day notice of
default, specifying such default, on the party breaching this
agreement. If such default is not remedied within said sixty
days , this lease and the term hereunder shall end and expire at
the option of the aggrieved party.
24 . QUIET ENJOYMENT
If and so long as Lessee shall keep all the covenants and
agreements required by it to be kept during this lease and shall
perform all its other obligations hereunder, Lessor covenants and
agrees that it shall not interfere with the peaceful and quiet
occupation and enjoyment of the leased premises by Lessee.
25. PARTIES BOUND
This lease shall be binding and inure to the benefit of the
parties hereto and their- respective heirs, executors,
administrators , legal representatives, successors and assigns.
.. 8
I! P 11311 111
26. NOTICES
Notices given under the terms of this lease shall be deemed
properly served if such notice is mailed by certified mail,
return receipt requested, addressed to the other party at the
following address, or such other address as either party may,
from time to time, designate in writings
LESSOR: LESSEE:
City of Jefferson Missouri Trailways Lines , Inc .
320 East McCarty Street Attn: Real Estate Department
Jefferson City, MO 65101 13760 Noel Road Suite 630
Dallas , Texas 75240
Notice mailed in accordance with the provisions hereof shall
be deemed to have been given as of the date of receipt or the
third business day following the date of such mailing, whichever
date is earlier.
27. LEGAL CONSTRUCTION
In the event any one or more of t:he provisions contained in
this agreement shall for any reason be held to be invalid,
illegal or unenforceable in any -respect, such invalidity,
illegality or unenforceability shall not affect any other
provision hereof , and this agreement shall be construed as if
such invalid, illegal or unenforceable provision had never been
contained herein.
28. PRIOR AGREEMENTS SUPERSEDED
This document, together with Exhibit A which shall take
precedence over conflicting provisions, if any, of this lease,
constitutes the entire agreement between the parties hereto and
supersedes any prior understandings or written or oral agreements
between the parties respecting the within subject matter. No
changes or modifications of any of the covenants , terms, or
conditions hereof shall be valid unless in writing and signed by
authorized officers of the parties hereto.
29 . COMPLIANCE WITH LAWS, ORDINANCES AND RULES
Lessee agrees to conform to and not violate laws,
ordinances, rules , regulations, and requirements of federal,
state, county, municipal, or other governmental authorities and
the various departments thereof now existing 'or hereinafter
created affecting Lessee's use and occupancy of the premises . In
no event shall Lessee be required to make physical changes in the
leased premises .'
9
IN WITNESS WHEREOF, the parties have affixed their
signatures the day and year first above written.
AOL
1p LESSOR: CITY OF JEFFERSON, MISSOURI
ATTEST: By G
LESSEE: TRAILWAYS LINES, INC.
By Paj - 1
Paul J. Tennant - Vice President
ATTEST:
Secretary - D. P ul S ford
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