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HomeMy WebLinkAboutM2000-093 - 03/28/20009.a. MOTIONS - 3/28/00 Motion to amend Amendment No. 1 to the Lease between MDC, Inc. and the City of Corpus Christi to substitute the attached document in its entirety for Amendment No. 1. A'I'rEST: City of Corpus Christi M2000-093 FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT (the "Amendment") is made this __ day of , 2000, by and between MDC, Inc., a Kansas Corporation, with an office at 11401 Strang Line Road, Lenexa, KS 66215 ("Lessee"), and the City of Corpus Christi, a Texas home-rule municipal corporation ("City"). WHEREAS, City and Lessee executed a Lease agreement for vacant Ground at the Corpus Christi International Airport, effective on December 19,11999 (hereinafter collectively referred to as the "Lease"). WHEREAS, the parties have agreed to amend the Lease to provide for various agreed changes as set forth herein. NOW, THEREFORE, in consideration of the Premises and for good and sufficient consideration passing from each of the parties hereto to the other, the receipt whereof being hereby acknowledged by each party, and in consideration of the mutual promises contained in the Lease and in this First Amendment to be performed by the parties hereto, and each party intending to be legally bound hereby, it is agreed as follows: 1. Section 2 Term, paragraph 1 is deleted in its emirety and a new paragraph I is added in its place, which reads as follows: 2. Term. The Term of this Lease (the "Initial Lease Term") commenced on December 19, 1999, and continues through a date fifteen (15) years and ten (10) months from that date, unless earlier terminated under the provisions of this Lease. i, Unless the automatic renewal provision described hereafter in this t~ara~raph is cancelled. this Lc~.,oQc has the option to renew the Lease shall automatically renew for three additional 5-year periods, based on either the standard three year escalation factor for Ground Rent if additional capital improvements have been undertaken within the last five years of the base lease or proposed for the first extension period or based on a FMV Ground Rent on the Premises if no capital improvements have been undertaken or are proposed, so long as Lessee is not in default of its Lease. The City Manager must approve the methodology for the proposed extension, which approval must not be unreasonably withheld. ii. The amomatic renewal described hereinabove mav be nullified unon the Citv's receint of a written cancellation notice sixty (60) days nrior to the end of the then current term. Such notice shall only be effective when executed bv an authorized officer of both the Lessee and GE Canital Public Finance. Inc. "GECPF' as long as any amounts due and owing, by Lessee to GECPF under the $1.100.000 Corpus Christi Industrial Develonment Corporation. Industrial Develonment Revenue Bonds (Airborne Freight Cornoration Project) Series 2000 the "Bonds". issued to provide funds for the construction of the Transportation Terminal remain outstandin~ and unnaid. Upon the navment in full of all amounts due and owina in connection with the Bonds. such notice. if otherwise properly ~,iven, shall be valid ~vhen signed only by the Lessee. AMD03-AG.DOC March 28. 2000 Page I 2. Section 13. (B) the Lease Exhibit K is deleted and a new attached Lease Exhibit K fully illustrating the AOA areas is added in its place Section 17. (B) a new sub item (7) is added to read as follows: All notices of default or termination under the Lease affecting the Premises given by City must not be deemed legally effective until and unless like notice has been given by the Aviation Director to Sublessee as provided in Section 24 of the "Lease". Sublessee shall have any and all fights of Lessee under the Lease with respect to the curing of any default hereunder by the Lessee and Lessee's Sublessee. In said event, Sublessee shall assume all obligations of the Lease as Lessee. 4. Section 20. (C) is deleted in full and a new paragraph is added in its place, which reads as follows: Lessee must immediately correct any hazardous or potentially ha7ardous condition, caused by Lessee or its Sublessee, at~er receipt of notice from the Aviation Director. At the Aviation Director's discretion, Lessee must close the Premises, or affected portion, until the h~:'ardous or potentially haTardous condition is removed or corrected. If such haT~rdous condition was for any reason present on the Premises prior to the date of the "Lease" or the hazardous conditions are present on the Premises as a result of the actions of Lessor or its officers, employees agents or contractors, then to the extent allowed by Texas law, Lessor agrees to indemnify, hold harmless and defend Lessee, its Sublessee and their respective directors, officers, employees, agents and contractors from and against any claims, judgments, liens, damages, penalties, fines, expenses, liabilities, or losses arising during or after the Lease Term which are in any way related to any leak, spill, discharge, emission, or disposal of any haTardous condition. 5. Section 25. ( T ) is deleted in full and a new paragraph is added in its place, ~vhich reads as follows: AMD03~GDOC Mard128.2000 Page 2 City will conduct, at its expense. an environmental soils assessment (the "Environmental Audit") of the Premises prior to start of construction by Lessee to establish an environmental baseline. Lessee shall have until thirty (30) days after Lessee's receipt of the Environmental Audit to give notice to City of Lessee's approval or disapproval of the Environmental Audit or any information or conclusions contained therein. If there is any defect or item contained in the report, which is reasonably capable of correction, City shall correct such defect or item to Lessee's satisfaction. If City is unable or unwilling to cure such defect or items within said thirty (30) days, Lessee may either accept the Premises in the condition which City is able to lease, without renal rate abatement or terminate this Lease by providing to City written notification to be delivered within sixty (60) days of the date Lessee has delivered to the City, Lessee's notice of its disapproval of the environmental audit. 6. Lease Exhibit J, Page I is deleted and a new attached Lease Exhibit J page 1, is added in its place, fully illustrating how the site area fits into the existing airport layout. 7. Other Provisions. It is understood and agreed between the parties that all other terms, conditions, provisions, and covenants contained in the Lease, not inconsistent herewith, remain in full force and effect and are hereby ratified and reaffirmed. 8. Counterparts. This Amendment No. I may be executed in any number of counterparts, each of which will be deemed to be an original and all such counterparts taken together will be deemed to constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 this __ day of 2000. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa, City Secretary George K. Noe, Deputy City Manager AMD03-AGDOC March 28, 2000 Page 3 Legal Form Approved on ,2000; James R. Bray, Jr., City Attorney By: Alison Gallaway, First Assistant City Attorney MDC, Inc., Lessee A Kansas Corporation By: Name: Ti~e: AMD03-AG.DOC Mar, h 28. 2000 Page 4