Loading...
HomeMy WebLinkAbout13607 ORD - 02/02/1977e:hb:12/28 /76:1st , AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ACCEPT AND APPROVE AN ASSIGNMENT AGREEMENT BETWEEN CORPUS CHRISTI BANK AND TRUST COMPANY, TRUSTEE, AND PAGAN LEWIS MOTORS, INC., DBA BUDGET RENT -A -CAR OF CORPUS CHRISTI, INC., COVERING A TRACT OF LAND AT CORPUS CHRISTI INTERNATIONAL AIRPORT FOR THE PURPOSE OF INSTALLING AUTOMOTIVE SERVICE FACILITIES FOR THE SERVICING OF COMPANY -OWNED VEHICLES FOR HIRE, ALL AS IS MORE FULLY SET ODT IN THE ASSIGNMENT AGREE- MENT, A COPY OF WHICH, MARKED EXHIBIT "A", IS ATTACHED HERETO AND MADE A PART HEREOF FOR ALL PERTINENT PURPOSES. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager be, and he is hereby authorized to accept and approve an Assignment Agreement between Corpus Christi Bank and Trust Company, Trustee, and Pagan Lewis Motors, Inc., dba Budget Rent -A -Car of Corpus Christi, Inc., on Lot 6 of the northwest commercial building sites at Corpus Christi International Airport for the purpose of installing automotive service facilities for the servicing of company -owned vehicles for hire, all as is more fully set out in the Assign- ment Agreement, a copy of which, marked Exhibit "A ", is attached hereto and made a part hereof for all pertinent purposes. oF010 Jo 13607 ASSIGNMENT OF LEASE AUTOMOTIVE SERVICE FACIL THE STATE OF TEXAS X COUNTY OF NUECES X This agreement made by and between Trust Company, Trustee, hereinafter referred to Lewis Motors, Inc., dba Budget Rent -A -Car of Co corporation qualified to do business in the Ste referred to as Assignee, W I T N E S S E T H: WHEREAS, the Assignor herein, the Corpus Christi Bank & Assignor, and Pagan s Christi, Inc., a Texas of Texas, hereinafter Christi Bank & Trust Company, Trustee, has, by agreement with the City of Corpus Christi, legally become the Lessee of certain lands and lease sites, certain portions of which are designated as commercial building sites, all as shown on the master plan of the new Municipal Airport on file in the office of the Director of Engineering and Physical Development of the City of Corpus Christi, and as located within the site of the w Corpus Christi Municipal Airport, Nueces County, Texas; and WHEREAS, the aforesaid agreement between the Corpus Christi Bank & Trust Company, Trustee, and the City of Corpus Christi, was duly and legally approved by the qualified voters at as election held on August 29, 1959; and WHEREAS, the City of Corpus Christi roposes to maintain and operate the new Municipal Airport as a public at-port and all uses incident thereto, for the benefit of the public; and WHEREAS, Assignee proposes to engage in automotive service facility operations, as hereinafter defined, at he new Corpus Christi Municipal Airport: NOW, THEREFORE, in consideration of he premises and for and in consideration of the charges, fees, rentals, ovenants and agreements contained herein, the parties hereto do hereby a ee as follows: 1. Assignor hereby assigns to Asei ee for its exclusive use, solely for the maintenance, service and storage of Assignee's veh cl and Assignee hereby hires and takes from Assignor, that certain parcel of land on the Airport, shown on the plan or sketch attached hereto, marki d i Exhibit "A" and hereby made a part hereof, the said parcel being more particularly described as follows: Lot 6 of the northwest commercial building site, being a tract of land extending 100 feet northwest- southeast and 200 feet northeast - southwest, containing approximately 20,000 square feet. The southeast corner of the tract is located as follows: Beginning at the northeast corner of Gulf Coast Aviation, Inc., assignment for a distance of 120 feet northeast to a point, thence west 45° for a distance of 580 feet to the place of beginning. TO HAVE AND TO HOLD the said premises (hereinafter sometintes called "premises" or "demised premises ") with the appurtenances there to belonging, together with all structures and improvements, if any, thereon upon the terms and conditions hereinafter contained. 2. This assignment is for a term of five (5) years beginning February 6, 1977 and expiring on February 5, 1982, unless sooner terminat as hereinafter provided. 3. a. Assignee, for and during the term hereof, shall pa rent to the City as follows: (1) 36 per sq. ft. per year from 2/6/77 through 11/6/77; (2) Q per sq. ft. p r year from 11/7/77 through 11 /6/79; (3) 5j per sq. ft. per year from 11/7/79 through 2/5/82. Said rent shall be payable in advance monthly installments. b. The rent shall begin one hundred twenty (120) days after the date of execution or date of placing of impr ve ments thereon, whichever date first occurs. 4. Assignee shall have the right during the term hereof, its own expense, at any time and from time to time: a. To construct and install in and upon the premises hereby leased, a building or buildings and such other structures and facilities as it may deem necessary or desirable for the storage, maintaining and servicing o -2- on its vehicles hereunder and for such other purposes as may be necessary or desirable in connection with its operations at the airport, subject to the following restrictions: No improvements may be built over or on the water line easement in the northwest corner of the lot as shown on Exhibit "A ", and no building is permitted closer than ten feet (101) from the south- east and northwest sides of the lot. Provided, however, that Assignee shall first submit plans and specifications for all fixed improvements to the City for approval, which approval shall not be unreasonably withheld. The term "fixed improvements" whenever used in this lease shall be construed to include all buildings and other structures erected upon the premises, all fencing, grading and surfacing with stone and /or hardtop, all under- ground and overhead wires, cables, pipes, conduits, tanks and drains, and all property of every kind and nature, excluding trade fixtures, which is so attached to any building or structure or the premises that same may not be removed without material injury to said property or to the building or structure to which same shall be attached. Title to said "fixed improve- ments" shall during the term of this lease be in Assignee and upon termination or expiration of this agreement, title to all fixed improvements erected or installed by Assignee in or upon the demised premises shall remain in Assignee for a reasonable period, but not to exceed sixty (60) days. Said improvements may be removed therefrom at Assignee's expense during the term of this lease and for a reasonable period thereafter, not to exceed sixty (60) days. If said improvements are not removed within a period of sixty (60) days after expiration of the term of this lease, title thereto shall vest in City. Assignee shall commence construction of any fixed improvements to be erected or installed by Assignee hereunder within a period of six (6) months from and after the approval of the plans and specifications therefor by or on behalf of the City, and shall prosecute the work to completion with all diligence; and b. To install, maintain, operate, repair and replace any and all trade fixtures and other personal property useful from time to time in connection with its operations on -3- the airport, all of which shall be and remain the property of Assignee and may be removed by Assignee prior to or within a reasonable time after aspiration of the term of this agreement, provided, however, that Assignee shall repair any damage to the premises caused by such removal. It is understood that, for purposes of this Article, the phrase "trade fixtures" shall include, but shall not be limited to, any signs, electrical or otherwise, used to advertise Assignee's business in and about the demised premises; all machinery and equipment used in connection with the servicing of automotive vehicles in or about the demised premises, whether or not such machinery or equip- ment is bolted or otherwise attached to said premises; any lift hoist, compressor or other mechanical device used to service said automotive vehicles; and all other miscel- laneous equipment, including but not by way of limitation, air conditioning equipment installed in or placed on or about the demised premises and used in connection with Assignee's business therein. 5. Assignee shall: a. Pay for all of the necessary connections and road cuts to connect with the utilities which are presently installed in the right -of -way in front of the assigned property; and b. Accept the property in its present condition and will assume all the costs connected with providing access to the assigned property from the present service road. 6. Assignee covenants and agrees: a. To pay the rent and other charges herein reserved at such times and places as the same are payable; b. To pay all charges for water, gas, electric power and sewerage service consumed on the demised premises during the term of this agreement, at regularly established rates; -4- c. To make no alterations, additions or improvements to the demised premises without the prior written consent of the City, which consent shall not be unreasonably withheld; d. To keep and maintain the demised premises in good condition, order and repair during the term of this agree- ment, and to surrender the same upon the expiration of said term in good condition, reasonable wear and tear and damage by casualty not caused by Assignee's negligence excepted; e. To observe and comply with any and all requirements of the constituted public authorities and with all Federal, State or local statutes, ordinances, regulations and standards applicable to Assignee or its use of the demised premises, including but not limited to, rules and regulations promulgated from time to time by or at the direction of the City for administration of the airport; f. To pay all taxes assessed or imposed by any govern- mental authority upon the land or upon any building or other improvement erected or installed on the demised premises during the term of this agreement; g. To carry fire and extended coverage insurance, if obtainable, on all fixed improvements erected by Assignee on the demised premises to the full insurable value thereof, it being understood and agreed that for purposes hereof the term "full insurable value" shall be deemed to be that amount for which a prudent owner in like cir- cumstances would insure similar property; and h. Assignee shall use the premises solely for the maintenance, service and storage of Assignee's vehicles, and neither Assignee nor any of its agents, servants, or employees shall provide or furnish maintenance, service, or storage of any kind to the general public. 7. The City and its authorized officers, employees, agents, contractors, subcontractors and other representatives shall have the right -5- to enter upon the demised premises for the following purposes: a. To inspect the demised premises at reasonable intervals during regular business hours (or at any time in case of emergency) to determine whether Assignee has complied and is complying with the terms and conditions of this agree- ment with respect thereto; or b. To perform essential maintenance, repair, relocation or removal of existing underground or overhead wires, pipes, drains, cables and conduits now located on or across the demised premises, and to construct, maintain, repair, relocate and remove such facilities in future if necessary to carry out the master plan of development of the airport, provided, however, that said work shall in no event disrupt or unduly interfere with the operations of Assignee, and provided further, that the entire cost of such work, including but not limited to the cost of rebuilding, removing, relocating, protecting or otherwise modifying any fixed improvements at any time erected or installed in or upon the demised premises by the City, Assignee, or third parties, as a result of the exercise by the City of its rights hereunder, and the repair of all damage to such fixed improvements caused thereby, shall be borne solely by the City. S. Assignee shall indemnify and hold the City forever harmless from and against all liability, loss or expense imposed upon the City by reason of legal liability for injuries to persons (including wrongful death) and damages to property caused solely by Assignee's use or occupancy of the demised premises or elsewhere at the airport, provided that the City shall give Assignee prompt and timely notice of any claim made against the City which may result in a judgment against the City because of such injuries or damages, and promptly deliver to Assignee all papers, notices, documents, summonses and other legal process whatsoever served upon the City or its agents, and provided, further, that Assignee and its insurer, -6- or either of them, shall have the right to compromise and defend all claims, actions, suite and proceedings to the extent of Assignee's interest therein; and in connection therewith the parties hereto agree to faithfully cooperate with each other and with Assignee's insurer in the defense thereof. 9. Assignee shall carry public liability insurance with responsible insurance underwriters, insuring Assignee and the City against all legal liability for injuries to persons (including wrongful death) and damages to property caused by Assignee's use and occupancy of the demised premises or otherwise caused by Assignee's activities and operations on said premises, with liability limits of not less than $100,000 for any one person, and not less than $300,000 for any accident involving injury (in- cluding wrongful death) to more than one person, and not less than $25,000 for property damage resulting from any one accident. Assignee shall furnish the City with a certificate of such insurance which shall provide that the City is insured under said policy, and that said policy cannot be cancelled or materially modified except upon ten (10) days advance written notice to the City. 10. This assignment shall be subject and subordinate to the provisions of any existing or future agreement between the City and the United States relative to the operation or maintenance of the airport, the execution of which has been or may be required by the provisions of the Federal Airport Act of 1946, as amended, or any future act affecting the operation or maintenance of the airport, provided, however, that the City shall, to the extent permitted by law, use its best efforts to cause any such agreement to include provisions protecting and preserving the rights of Assignee in and to the demised premises and improvements thereon, and to compensation for the taking thereof, and payment for interference there- with and for damage thereto, caused by such agreement or by actions of the City or the United States pursuant thereto. 11. The City of Corpus Christi, a municipal corporation, situated in Nueces County, Texas, the sponsor and owner of the new Corpus Christi Municipal Airport, does by acceptance of this assignment and -7- agreement, agree to all of the terms and conditions set out herein and agrees that in the event of a judicial determination that this agreement was entered into contrary to law as between Assignor and Assignee or that Assignor, Corpus Christi Bank 6 Trust Company, did not have legal authority to enter into this assignment, then the City agrees to take whatever reasonably necessary steps may be required to provide Assignee with a good and valid assignment or lease of the space hereinbefore described. It is understood by and between the parties hereto that this assignment and agreement must be accepted and approved by the City Council of the City of Corpus Christi, acting by and through its City Manager, in writing noted herein, before the City is bound by any of the terms or conditions set forth herein. 12. The City shall have the right upon written notice to Assignee to cancel this agreement in its entirety, upon or after the happening of one or more of the following events, if said event or events shall then be continuing: a. If Assignee shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or a petition or answer seeking its reorgani- zation or the readjustment of its indebtedness under the Federal Bankruptcy Laws or any other similar law or statute of the United States or any State, or government, or consent to the appointment of a receiver, trustee, or liquidator of all or substantially all of the property of Assignee; b. If by order or decree of a court of competent juris- diction Assignee shall be adjudged bankrupt or an order shall be made approving a petition seeking its reorgani- zation, or the readjustment of its indebtedness under the Federal Bankruptcy Laws or any law or statute of the United States or any State, territory or possession thereof, or under the law of any other "state, nation or government, provided, that if any such judgment or order be stayed -8- or vacated within ninety (90) days after the entry thereof, any notice of cancellation given shall be and become void and of no effect; c. If by or pursuant to any order or decree of any court or governmental authority, board, agency, or officer having jurisdiction, a receiver, trustee, or liquidator shall take possession or control of all or substantially all of the property of Assignee for the benefit of creditors, provided, that if such order or decree be stayed or vacated within sixty (60) days after the entry thereof or during such longer period in which Assignee diligently and in good faith contest the same, any notice of cancellation shall be and become null, void and no effect; d. If Assignee shall voluntarily abandon and discontinue the conduct and operation of its service at the airport for a continuous period of sixty (60) days; e. If Assignee shall fail to pay the rental charges or other money payments required by this instrument and such failure shall not be remedied within thirty (30) days following receipt by Assignee of written demand from the City go to do; f. If Assignee default in fulfilling any of the terms, covenants or conditions to be fulfilled by it hereunder and shall fail to remedy said default within thirty (30) days following receipt by Assignee of written demand from the City so to do, or if by reason of the nature of such default the same cannot be remedied within thirty (30) days following receipt by Assignee of written demand from the City so to do, then, if Assignee shall have failed to commence the remedying of such default within said thirty (30) days following such written notice, or have so commenced, shall fail thereafter to continue with diligence the curing thereof; -9- g. If Assignee shall abandon any of the premises leased to it hereunder for a continuous period of sixty (60) days at any one time except when such abandonment be caused by fire, earthquake, war, strike or other calamity beyond Assignee's control. In the event of any cancellation or termination of this agreement by the City under the circumstances specified in this Article 12, all fixed improvements erected or installed in or upon the demised premises by Assignee shall become the absolute property of the City. 13. Assignee shall have the right, upon written notice to the City, to cancel this agreement in its entirety upon or after the happening of one or more of the following events, if said event or events shall then be continuing: a. The issuance by any court of competent jurisdiction of an injunction, order or decree preventing or restrain- ing the use by Assignee of all or any substantial part of the demised premises or preventing or restraining the use of the airport for usual airport purposes in its entirety, or the use of any part thereof which may be used by Assignee and which is necessary for Assignee's operations on the airport, which remains in force unvacated or un- stayed for a period of at least one hundred and twenty (120) days; b. The default of the City in the performance of any of the terms, covenants or conditions to be fulfilled by it under this instrument and the failure of the City to cure such default within a period of thirty (30) days following receipt of written demand from Assignee so to do, except that if by reason of the nature of such default, the sane cannot be cured within said thirty (30) days, then Assignee shall have the right to cancel if the City shall have failed to commence to remedy such default within said thirty (30) days following receipt of such written -10- demand, or having so commenced, shall fail thereafter to continue with diligence the curing thereof; c. The inability of Assignee to conduct its business at the airport in substantially the same manner and to the sane extent as theretofore conducted, for a period of at least ninety (90) days, because of (1) any law, or (ii) any rule, order, judgment, decree, regulation or other action or nonaction of any governmental authority, board, agency or officer having jurisdiction thereof; d. If the fixed improvements placed upon the demised premises shall be totally destroyed, or so extensively damaged that it would be impracticable or uneconomical to restore the same to their previous condition as to which Assignee shall be the sole judge. In any such case, the proceeds of insurance, if any, payable by reason of such loss shall be apportioned between the City and Assignee, the City receiving the same proportion of such proceeds as the then expired portion of the lease term bears to the full term hereby granted, and Assignee receiving the balance thereof. If the damage shall result from an insurable cause and shall be only partial and such that the said fixed improvements can be restored to their prior condition within a reasonable time, then Assignee shall restore the same with reasonable promptness, and shall be entitled to receive and apply the proceeds of any insurance covering such loss to said restoration, in which event this agreement shall not be cancelled but shall continue in full force and effect, and in such case any excess thereof shall belong to Assignee; e. In the event of destruction of all or a material portion of the airport or the airport facilities, or in the event that any agency or instrumentality of the United States Government or any State or local government shall -11- occupy the airport or a substantial part thereof, or in the event of military mobilization or public emergency wherein there is a curtailment, either by executive de- cree or legislative action, of normal civilian traffic at the airport or of the use of motor vehicles or airplanes by the general public, or a limitation of the supply of automobiles or of automotive fuel, supplies, or parts for general public use, and any of said events shall result in material interference with Assignee's normal business operations or substantial diminution of Assignee's gross revenue from its automobile rental concession at the air- port, continuing for a period in excess of fifteen (15) days; f. In the event that at any time prior to or during the term of this agreement, Assignee's presently existing privileges to operate an automobile rental concession at the airport shall be withdrawn, cancelled or not renewed by the City; g. The taking of the whole or any part of the demised premises by the exercise of any right of condemnation or eminent domain. 14. a. In the event of any cancellation or termination of this agreement prior to the expiration date set forth in Article 2 hereof the City shall have a landlord's lien on all property of the Assignee. b. Assignee shall have the right to assign to a car rental concessionaire holding a valid contract to do business in the terminal building at the airport, provided, however, the car rental concessionaire could not continue to enjoy the assignment if their contract to do business in the terminal building were cancelled by the City. 15. Nothing contained in this agreement shall be deemed to -12- limit or restrict in any way such lawful rights as Assignee may have now or in future to maintain claims against the Federal, State or municipal government, or any department or agency thereof, or against any interstate body, commission or authority, or other public or private body exercising governmental powers, for damages or compensation by reason of the taking or occupation, by condemnation or otherwise, of all or a substantial part of the demised premises, including fixed improvements thereon, or of all or a material part of the airport with adverse effects upon Assignee's use and enjoyment of the demised premises for the purposes hereinabove set forth; and the City agrees hereby to cooperate with Assignee in the maintenance of any just claim of said nature, and to refrain from hindering, opposing or obstructing the maintenance thereof by Assignee. 16. Assignee shall not use or permit the use of the demised premises or any part thereof for any purpose or use other than as author- ized by this agreement. 17. Assignee shall cause to be removed any and all liens of any nature arising out of or because of any construction performed by Assignee or any of its contractors or subcontractors upon the demised premises or arising out of or because of the performance of any work or labor upon or the furnishing of any materials for use at said premises, by or at the direction of Assignee. 18. In computing Assignee's time within which to commence construction or any fixed improvement or to cure any default as required by this assignment, there shall be excluded all delays due to strikes, lockouts, acts of God, and the public enemy, or by order or direction or other interference by any municipal, State, Federal or other governmental department, board or commission having jurisdiction, or other causes beyond Assignee's control. 19. Any notice or other communication from either party to the other pursuant to this agreement shall be deemed sufficiently given or communicated if sent by certified mail, with proper postage and fees -13- prepaid, addressed to the party for whom intended, at the following address: For Lessor: Airport Manager Corpus Christi International Airport Rt. 2, Box 902 Corpus Christi, Texas 78410 For Lessee: Pagan Lewis Motors, Inc., dba Budget Rent -A -Car of Corpus Christi, Inc. 924 North Water Street Corpus Christi, Texas 78401 or to such other address as the party to be given such notice shall from time to time designate to the other by notice given in accordance herewith. 19 EXECUTED IN TRIPLICATE on this day of ATTEST: Cashier ATTEST: City Secretary APPROVED: DAY OF- , 19—: J. BRUCE AYCOCK, CITY ATTORNEY Assistant City Attorney ASSIGNEE: PAGAN LEWIS MOTORS, INC., DBA BUDGET RENT -A -CAR OF CORPUS CHRISTI, INC. By. CORPUS CHRISTI BANK S TRUST COMPANY, TRUSTEE By. ACCEPTED AND APPROVED: CITY OF CORPUS CHRISTI, TEXAS By R. Marvin Townsend, City Manager • � 11 �r \\ .d o:1- weL>.. `\ , �• -, - PAJFr'F. +T IS PE.? i'iITT ED `• f I \ `j (I •`� � ��``� `ti.;r ,nom .. � I _ �..,,.,.; jig' J �••' � � ! 4•• i � l;}s�� ��,��%° • :I's: • I -aura .aszWuG ••— • - � r ; Al p<, v.. '�' +em.. .�, '\ �• '�..'�.: •.\ ! it 1 ep. �5ION THAT THE FOREGOING ORDINANCE WAS READ F E FIRST TIME A O PASSED TO ITS SECOND READING ON THIS THE .29ZJ DAY OF THE FOLLOWING VOTE: JASON Lust DR. BILL TIPTON EDUARDO OE ASES RUTH GILL BOB GULLEY GABE LOZANO, SR. EDWARD L. SAMPLE THAT THE FOREGOING ORDINANCE WAS READ FO THE SECOND TIME AND PASSED TO ITS THIRD READING ON THIS THE 4— . DAY OF 19 BY THE FOLLOWING VOTE: JASON LUBY DR. BILL TIPTON EDUARDO DE ASES RUTH GILL BOB GULLEY GABE LOZANO, SR. EDWARD L. SAMPLE THAT THE FOR G01 G ORDINAHC AS READ FOR THE THIRD TIME AND PASSED FINALLY ON THIS THEDAY OF , 1977 BY THE FOLLOWING VOTE: JASON Lust DR. BILL TIPTON EDUARDO DE ASES RUTH GILL BOB GULLEY GABE LOZANO, SR. EDWARD L. SAMPLE PASSED AND APPROVED, 19ff ATTEST: CITY SECRETARY MAYO THE CITY OF CORPUS CHRISTI, S vED: "7y DAY OF 191E : A II A.4fC. TY ATTORNEY