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
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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
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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;
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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
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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,
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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
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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
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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;
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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
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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
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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
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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
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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
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PAJFr'F. +T IS PE.? i'iITT ED `• f I
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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