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HomeMy WebLinkAbout15372 ORD - 02/20/1980Z_,,•Ba • 1 AN ORDINANCE REPEALING ORDINANCE NO. 14811, AND AUTHORIZING THE CITY MANAGER TO ACCEPT AND APPROVE AN ASSIGNMENT OF LEASE FROM ROGER L. GAULT, D/B/A GAULT AVIATION, TO AIR ASSOCIATES, INC., AND AUTHORIZING THE CITY MANAGER TO EXECUTE A MODI- FICATION OF LEASE AGREEMENT WITH CORPUS CHRISTI BANK AND TRUST COMPANY (TRUSTEE), AND AIR ASSOCIATES, INC., COVERING COMMERCIAL HANGARS AND FIXED BASE AVIATION LEASE PLOTS AT THE CORPUS CHRISTI INTERNATIONAL AIRPORT, AND PROVIDING FOR A FIVE (5) YEAR LEASE OF PORTIONS OF THE TRANSIENT APRON AND FOR A NEW THIRTY (30) YEAR LEASE OF THE ASSIGNED AND LEASED PREMISES UPON COMPLIANCE WITH CITY CHARTER ARTICLE VIII, SECTION 2(c) BY AIR ASSOCIATES, INC., ALL AS SHOWN AND MORE FULLY SET FORTH IN THE MODIFICATION OF LEASE AGREEMENT, A SUBSTANTIAL COPY OF WHICH IS ATTACHED HERETO AND MADE A PART HEREOF, MARKED EXHIBIT "1". BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That Ordinance No. 14811, authorizing an extension of the Gault Aviation Fixed Base Operator and Hangar Lease at Corpus Christi International Airport is hereby repealed in that said lease has not been executed by Roger L. Gault, d/b/a Gault Aviation, who desires now to assign his leasehold interests at said airport. SECTION 2. That the City Manager is hereby authorized to accept an assignment of lease from Roger L. Gault d/b/a Gault Aviation, to Air Associates, Inc., covering a commercial hangar and fixed base aviation lease plot at the Corpus Christi International Airport, all as more fully described in Part I of the modification of lease, a substantial copy of which is attached hereto and made a part hereof, marked Exhibit 1. SECTION 3. That the City Manager is hereby authorized to execute a modification of lease agreement with Corpus Christi Bank and Trust Company (Trustee) and Air Associates, Inc., covering commercial and fixed base aviation lease plots at the Corpus Christi International Airport, including a five (5) year lease of certain airport properties in addition to those leased by Corpus Christi Bank and Trust Company, and assigned to Gault Aviation, and providing for a new thirty (30) year lease to Air Associates, Inc., upon its compliance with Article VIII, Section 2(c) of the City Charter, all as shown and more fully set forth in the modification of lease agreement, a substantial copy of which is attached hereto and made a part hereof, marked Exhibit 1. 15372 MODIFICATION OF LEASE STATE OF TEXAS COUNTY OF NUECES j WHEREAS, on August 29, 1959, the qualified voters of the City of Corpus Christi, Texas, a municipal corporation, sometimes hereinafter referred to as the "City", approved an agreement between the City, as Lessor, and Corpus Christi Bank and Trust Company, hereinafter referred to as the "Trustee", as Lessee, under the terms of which the City leased and demised to the Trustee certain lease sites, portions of which are designated for commercial hangar and fixed base aviation operations, hereinafter referred to as the "Lease", a description of said lease sites being shown on the Master Plan of the then new municipal airport, now known as Corpus Christi International Airport, and hereinafter referred to as the "Airport", a copy of which Master Plan is on file in the office of the Director of Public Utilities of the City and to which Master Plan and Lease specific reference is hereby made and the contents of which are incorporated herein as if copied in full; and WHEREAS, on July 14, 1960, Trustee, as Lessee from the City, assigned to Gault Aviation, a lease agreement covering certain of said lease sites, or portions thereof, to which assignment reference is hereby made and the contents thereof are incorporated as if copied in full; and WHEREAS, said lease agreement was later amended an July 14, 1960, February 14, 1961. May 27, 1964, May 25, 1966 and November 15, 1966; and WHEREAS, by Ordinance No. , passed and approved by the City Council on , 1980, the City approved, subject to certain conditions, an assignment of the lease from Gault Aviation to Air Associates, Inc., a Minnesota corporation, hereinafter referred to as "Associates"; and WHEREAS, the parties hereto desire to modify the provisions of the said agreements governing their rights, interests, privileges and titles in the leased premises and other premises located on the airport; NOW, THEREFORE, for good and valuable consideration, the following Hangar and Fixed Base Operator's Lease is hereby entered into by and between the parties hereto in complete substitution for the previous lease assignment, as heretofore amended: Ex« g . PART I HANGAR AND FIXED BASE OPERATOR'S LEASE AND ASSIGNMENT OF LEASE This Part I lease and assignment of lease is entered into on the day and year below stated between Roger L. Gault, d/b/a Gault Aviation of Nueces County, Texas, hereinafter called "Assignor", Air Associates, Inc., a Minnesota corporation qualified to do business in Texas, hereinafter called "Associates" and "Assignee" in this Part I, Corpus Christi Bank and Trust Company, hereinafter called 'Trustee", and the City of Corpus Christi, a home rule city situated in Nueces County, Texas, hereinafter called "City", upon these terms performable in Nueces County, Texas. ARTICLE I RIGHT TO ASSIGN The City -of Corpus Christi,_a municipal corporation, situated in Nueces County, Texas, hereinafter called the City, the sponsor and owner of the Corpus Christi International Airport, does by the acceptance of this assignment and 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, Trustee, City, and Associates or that Assignor, Corpus Christi Bank & Trust Company, or City 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 Associates with a good and valid assignment or lease of the space hereinafter 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. ARTICLE II DESCRIPTION OF ASSIGNED AND LEASED SPACE A. Assignor does hereby assign unto Associates, and Trustee and City do hereby accept and approve, subject to all of the terms, conditions and covenants of this agreement, and the agreement between the City of Corpus Christi and Trustee as hereinabove described, an area designated for commercial hangar and fixed base aviation operations located generally on the north and east side of the present control tower as outlined in red on the attached drawing marked -2- Exhibit "A" which is made a part hereof as if copied verbatim herein and specifically described as follows: BEGINNING at the northwest corner of the transient apron, thence proceeding 50 feet due west for a place of beginning; THENCE west for a distance of 247.87 feet for the southwest corner thence 90° due north for a distance of 950 feet for an inside corner; THENCE 90° due west 172.13 feet for an outside corner; THENCE 90° due north 200 feet for the northwest corner; THENCE 90° due east 760 feet for the northeast corner; THENCE 90° due south 450 feet for an outside corner; THENCE 90° due west 340 feet for an inside corner; THENCE 90° due south 750 feet to the place of beginning. B. In addition to the above described premises leased by the City and assigned by Assignor to Associates, the City leases unto Associates an area located on Corpus Christi International Airport portions designated as a transient apron located generally on the east side of the present control tower as outlined in blue on the attached Exhibit "A" and specifically described as follows: Transient apron leased area. Area 1 BEGINNING at the northwest corner of the transient apron, thence proceeding due east for a distance of 205 feet for the northeast corner; THENCE 90° due south for a distance of 104 feet for the southeast corner; THENCE 90° due west for a distance of 205 feet for the southwest corner and thence 90° north for a distance of 104 feet to the place of beginning. Area 2 Starting at the northwest corner of the transient ramp due south for a distance of 158 feet for a place of beginning; THENCE 90° east for a distance of 205 feet for the northeast corner; THENCE 90° due south 68 feet for the southeast corner; THENCE 90° due west for a distance of 205 feet for the southwest corner; THENCE 90° north for a distance of 68 feet to the place of beginning. -3- ARTICLE III PRIVILEGES, RIGHTS, USES AND INTERESTS A. USE OF LEASED PREMISES. Associates shall use the areas described in paragraphs A and B of Article II hereof (the leased premises) for commercial hangar and fixed base aviation operations herein defined as follows and for no other use without the specific written permission of the City: 1. Housing aircraft in hangars and related shop and office use; 2. Engaging in any activity related to the business of main- taining, repairing, modifying, leasing, purchasing, or otherwise acquiring, selling, exchanging, dispensing, financing, insuring, or dealing in or distributing aircraft, aircraft components, parts, supplies and equipment of every class and description; 3. Servicing of aircraft with fuels and lubricants; 4. Operation of aerial taxi and sightseeing services and aerial advertising. aerial survey, aerial photography and mapping; 5. Operation of schools of flying, navigation, aviation mechanics, aerial survey, aerial photography, aerial designing, aerial construction; 6. Aeronautical and allied research; 7. Operation of the business of nonscheduled transportation of passengers; and 8. Undertaking of any phase of aviation activity for profit related to or contributing in any way to aircraft sales, servicing and distributing or aerial navigation or directly related to the operation outlined in subparagraphs 1 through 7 above. B. RIGHT TO USE AIRPORT. Associates shall have the right to use the public areas and public airport facilities including the runways, taxiways, aprons, ramps and navigational aids and facilities in common with others so authorized, subject to and in accordance with the laws of the United States of America and the State of Texas, and the rules and regulations promulgated by their authority with reference to aviation and air navigation, and in accordance with all reason- able and applicable rules, regulations, ordinances and Charter of the City. -4- • C. RIGHTS ENUMERATED. In addition to the uses enumerated in Paragraph A above, Associates shall have the following rights: 1. To sell aircraft fuels, lubricants and propellants on the leased premises, on any public apron, and within any private hangar area. City reserves the right to lease or rent that portion of the transient apron located immediately adjacent to the control tower annex building, designated as "Excluded Transient Apron" on the attached Exhibit A, to an operator or operators as a separate busi- ness for the dispensing of fuels, lubricants, propellants and/or the operation of tie -down facilities on said apron. In the event that the Excluded Transient Apron is operated as a separate business, then Associates shall not have the right to the use of the tie -downs on said Excluded Transient Apron or to sell and dispense fuels, lubri- cants or propellants on said Excluded Transient Apron. 2. To store aircraft fuels, lubricants, and propellants on the leased premises. 3. To maintain and operate mobile equipment when reasonable and necessary to fill and dispense aircraft fuels, lubricants and propellants on the leased premises and within the area described above, with right of access to the commercial ramp and connecting taxiways. 4. To maintain, store and service aircraft which shall include hangar storage of aircraft, major and minor overhauling and repairing of aircraft, repairing, inspection and licensing of same, and pur- chase and sale of parts, equipment and aircraft accessories. 5. To purchase and sell, within the leased premises, aeronautical charts, publications, caps, sunglasses, computers, radios, and other aviation related items normally sold and dispensed by commercial fixed base hangar operators. 6. To rent, lease and charter aircraft and to engage in the business of teaching and/or otherwise instructing flying and air- craft mechanics. 7. To place and erect signs and advertising material within the hangars, offices and shops on the leased premises at Associates' -5- • discretion, and to place and erect signs and other advertising material on the outside of Associates' buildings, shops and offices, provided that the size and shape of such outside signs shall conform to the general appearance of the airport premises and be subject to the prior written approval of the Airport Manager, which approval shall not be unreasonably withheld. The Airport Manager shall have the right to order Associates to remove any sign installed by Associates which has not been approved. D. ACTIVITIES AND USES EXPRESSLY PROHIBITED. The following activi- ties and uses are expressly excluded from this lease and Associates is prohibited from any such use or activity except as noted: 1. Ground Transportation for hire. Associates may provide ground transportation for its employees and aviation customers as a service except that said service may not be offered to the general public on a commercial basis. 2. Western Union. Associates may use the wires, lines and services of Western Union for its own purposes in connection with the establishment of a communications system and weather system or for any other purpose so long as Associates does not engage commercially in the taking or sending of telegrams, money orders, etc. 3. Automobile Rental Service except as an agent of an existing automobile rental service having a valid lease with the City for the use of space at the Airport in order to operate said automobile rental service. 4. News and sundry sales except for those aviation related items mentioned hereinabove. 5. Advertising concessions except for those that may be conducted with Associates' hangars, offices and shops. 6. Barber, valet and personal services. 7. The sale of food and/or drink except from dispensing machines located within the hangars, offices and/or shops. However, no cafe or cafeteria type of service shall be operated. 8. The sale of flight and/or trip insurance. 9. Commercially engaging in the business of making reservations for hotels, motels and other lodging. as -6- ARTICLE IV CONSTRUCTION OF HANGARS AND IMPROVEMENTS Prior to construction of any hangar or improvements on the leased premises, Associates will submit plans and specifications to the City for approval and review with respect to the general appearance, safety, type of construction proposed and life and value. Such plans and specifications will be reviewed by the City within a reasonable period of time, and its approval will not be unreasonably withheld. No buildings shall be constructed within existing utility eastments. ARTICLE V ACCEPTANCE OF BUSINESS Associates acknowledges that the premises have been inspected and accepts the leased premises in its present physical condition and will pay the total cost of developing said property. ARTICLE VI TERM • Provided Associates has not defaulted in any of the terms, conditions and provisions hereof, the term of this Part I modification of lease covering the premises described in Article II A. shall be for a period expiring on July 13, 1990, and the term of this Part I modification of lease covering the premises described in Article II B. shall be for a period of five (5) years from the execution date of the modification of lease. This Part I modification of lease shall terminate and the provisions of Part II (below) shall become effective and constitute a new lease agreement of the premises described therein, if, prior to July 13, 1990, Associates complies with the provisions of Article VIII, Section 2(c) of the City Charter by completing the construction on the demised premises of a new hangar, having a ground -level area of not less than twelve thousand (12,000) square feet and reasonably expected by the City to have a useful life greater than thirty (30) years and a value which in thirty (30) years will be commensurate with the value of the new lease over its thirty (30) year term. Rental payments on twelve thou- sand (12,000) square feet for this hangar shall begin immediately upon execution of this modification agreement, regardless of whether the hangar has been, or is being built. If Associates does not comply with these requirements, Part II shall not become effective, and this Part I modification of lease will expire according to the terms hereof, no later than July 13, 1990. -7- ARTICLE VIT RENT Associates will pay City a base rental fixed as of July, 1960 and supplemented as follows: 1. Three cents ($.03) per square foot per year for the leased premises covered by hangars, shops, offices, paved apron area and/or other improvements (the "Improved Area"). .2. One cent ($.01) per square foot per year for the area within the leasedpremises between the building setback lines where buildings could legally be constructed (the "Unimproved Area"). 3. Thirty-three and one-third per cent (33 1/3%) of the gross income received by Associates from parking and/or tie - down facilities located on any apron that may be constructed in the apron area shown on Exhibit "A", except on the leased portion of the Transient Apron shown on said Exhibit "A" and on any apron for which Associates pays the improved area rate. 4. Two cents ($.02) per gallon as a "flowage fee" for each gallon of gasoline and/or other propellants and fuels purchased by Associates for use or sale at the Airport, except to commercial airline aircraft holding valid operating contracts on the airport. Associates will not be required to pay for loss of such fuels due to theft or leakage, upon furnishing the City with sufficient proof of such loss. 5. Associates will not be charged for storage tanks within the leased premises, except ground rental, and will submit storage tank plans to the City for approval prior to installation which approval shall not be unreasonably withheld. Fuel storage sites on property outside the leased premises will require a separate lease. 6. Within 180 days following the end of each three year period after the execution of this lease, either City or Asso- ciates may request in writing an adjustment in the ground rental rates, and the flowage fees as above set out, which adjustment shall operate from the end of such three year period and shall be computed by multiplying such rate and fee by a fraction, the denomin- -8- ator of which shall be the arithmetical average as of July, 1960 of the indices of the United States Bureau of Labor Statistics for (Al hourly wage rates of all workers in manufacturing and (B) all commodity wholesale prices, and the numerator of which shall be the arithmetical average of said indices (A) and (B) for the last available twelve (12) monthly indices immediately pre- ceding the request for adjustment. Should either of said indices change substantially as to form and basis of data or manner of publication, the above adjustment provision may be amended in writing. On the base date, July, 1960, the United States Bureau of Labor Statistics index for hourly wage rates for all manu- facturing employees was $2.26 per hour and the commodity wholesale price index was 100.8. Such formula must result in a change of at least 1/4 cent ($0.0025) per unit or no adjustment shall be made, and all adjustments shall be made to the nearest 1/4 cent. City retains tile right toadjust the rates for fuel flowage fees set forth herein, such rates to be published by ordinance duly adopted by the City Council, provided, however, that any sucti increases shall be used only for Airport purposes. City will put this same clause in any renewal amendment, or extension of any other existing fixed base operator lease as well as any other new fixed base operator lease. 7. Effective as of the date of the execution of this lease and based on the current levels of the indices referred to in Paragraph 6. above, the rents based on the foregoing formula are as follows: The Improved Area,seven and one-fourth cents ($.0725) per square foot per year; Unimproved Area, two and one-half cents ($.0250) per square foot per year; Flowage fee, four and three-fourths cents ($.0475) per gallon. Ground rentals as set out here and above shall be computed on a monthly basis and shall become due and payable on the first day of each calendar month throughout the term of this lease. On the first day of the next calendar month after the rentals begin under this lease, Associates shall prepare a report in writing on a form approved by the City showing the total number of gallons of gasoline fuels and/or other pro- pellant purchased by Associate and the total gross receipts on the above mentioned apron during the preceding calendar month and shall -9- submit said report to City along with the rental to be paid thereunder prior to the tenth day of said calendar month. Associates shall submit a like report and payment therefor for each succeeding month during the term of this lease. Associates will keep full and accurate records of all trans- actions, purchases, sales, and income, both from cash sales and credit sales, that in any way concern revenue to City; and will hold all books and records covering such sales open to inspection by City at all reasonable times until audited by the City, but not to exceed five (5) years. 8. City appoints its airport manager as its agent to receive all rentals and reports under this lease, and Asso- ciates will submit said reports and payments to the Airport Manager at his office in Nueces County, Texas: City may designate others as agents to inspect Associates' books and records, such inspections to be performed at reasonable times during working hours, and all such information to be maintained as confidential unless otherwise required by law. 9. The term "apron" shall include, without limitation, all areas labeled "Commercial Apron", "Transient Apron", "Excluded Transient Apron" or "Comm. Apron" on Exhibit A attached hereto. 10. City reserves the right to change the base date of July, 1960, referred to above in the event that the City makes the same change in any other existing or new fixed base operator leases. ARTICLE VIII UNDERTAKINGS OF CITY City covenants as follows: A. To operate Corpus Christi International Airport as a public airport during the term of this lease subject to and consistent with and pursuant to the assurances given by the City to the United States Government under the Federal Airport Act, and to Associates by this lease. B. To make electricity, water, gas and wastewater service available upon the same basis as applies to residents within the City of Corpus Christi. Associates shall pay all charges for water, gas, wastewater, electricity and other public utilities supplied to Associates and/or Associates' leased prem- ises during the term of this lease as such charges become due and payable. -10- • C. At its expense, to extend the apron located east of Associates' present hangars in an easterly direction from the apron's present eastern edge approximately 72 feet, and in a northerly direction from the apron's northern edge, including the 72 foot eastern extension, approximately 150 feet to the water easement line, all as outlined in green in Exhibit A. Such extension shall be accomplished by the City within one year from the date hereof, contingent upon participation in the cost by F.A.A. and the awarding of a contract for construc- tion by the City Council (and the City agrees to use its best efforts to meet both conditions), and shall be done in accordance with plans and specifications consistent with those applicable to the present. apron, prior to extension. The northerly extension, measuring approximately 262 feet by 150 feet, shall be for Associates' exclusive use and shall be treated as Improved Area for purposes of rental payments, but no percentage rent shall be applicable to income from parking or tiedown facilities thereon. The easterly extension shall be for the nonexclusive use of Associates and no fixed rent shall be payable by Associates. ARTICLE IX UNDERTAKINGS OF ASSOCIATES Associates further covenants as follows: A. At its own expense, to maintain said leased premises and improve- ments thereon in a presentable condition consistent with good business practice and equal in appearance and character to other similar improvements on the airport. B. To remove from the leased premises all waste, garbage, rubbish, junk, worn-out parts and other refuse, and not to deposit the same or allow the same to accumulate, except temporarily in connection with collection for removal, on any part of the leased premises or other property located within the airport site; provided, however, that City may provide garbage service for a reasonable fee consistent with charges made to commercial establishments of a similar nature. To make adequate provision for and to dispose of waste oils and lubricants off the airport property and never put or allow to be put any such waste oils and lubricants into the airport wastewater system. C. To. supply good, prompt and efficient service at the airport on a fair, equal and nondiscriminatory basis to all users thereof, and to charge a fair, reasonable and nondiscriminatory price for each unit of sale or service; provided that Associates or its tenants and sublessees will be allowed to make reasonable and nondiscriminatory discounts, rebates or other similar type of -11- price reductions to volume purchasers. Nothing herein contained is intended to nor shall be construed as vesting in City the power or authority to regulate Associates' charges for any of Associates' operations. ARTICLE X GENERAL PROVISIONS A. INDEMNIFICATION. Associates is and shall be deemed to be an independent contractor and operator responsible to all parties for its respec- tive acts or omissions and those of its agents, servants, employees, invitees, tenants and sublessees, and Trustee and City shall in no way be responsible therefor. In the use of the airport and in the maintenance, erection or con- struction of any improvements thereon, and the exercise and enjoyment,.of the rights herein granted, Associates will indemnify andsaveharmless Trustee and City from any and all losses or claims for damages that may proximately result to Trustee and/or City from any negligence on the part of Associates, Associates' agents, servants, employees, construction contractors and invitees, and for those of its tenants and sublessees. Associates will carry public liability insurance in the minimum sum of $500,000 single limit. All insurance shall be carried in a responsible company and shall name City as an assured. Such policy shall, in addition, be endorsed to provide for cross -liability between the assureds. Such policy shall be in a form satisfactory to City. All such policies shall provide for a minimum of ten (10) days notice to City in the event of cancellation or material change in the terms thereof. B. NOTICES. Notices to Trustee and City shall be deemed sufficient if in writing and personally delivered or mailed, postage prepaid, by certified mail addressed to the Airport Manager, Route 2, Box 902, Corpus Christi, Texas 78410, or to such other address as may have been designated in writing by City from time to time. Notice to Associates shall be deemed sufficient if in writing and personally delivered or mailed, postage prepaid by certified mail addressed to Associates at.2801 East 78th Street, Minneapolis, MN 55420, or to such other address as may be designated in writing by Associates. C. TAXES. Associates will pay any and all real and personal property taxes levied from time to time upon the improvements placed upon the leased premises. D. BENEFIT. All of the terms, covenants and agreements herein con- tained shall be binding upon and shall inure to the benefit of the parties hereto and the successors and assigns of Associates, Trustee and City. -12- • E. DESTRUCTION. In the event that Associates' improvements or the airport are damaged or destroyed by acts of God or through enemy attack or for any other reason outside the control of Associates and City to such an extent that the airport cannot be operated as an airport, then this lease shall terminate, at the option of either party by written notice to the other party. In the event that the leased premises or Associates' improvements or the airport facilities reasonable and necessary for Associates to conduct Associates' business are partially destroyed or damaged due to acts of God or other acts outside the control of Associates and/or City to such extent that the leased premises may not economically be used for the uses and purposes for which leased, then this lease shall be suspended during the period of such partial damage or destruction and shall not begin or resume until the damage has been repaired. In the case of such total or partial destruction, if any applicable insurance proceeds are adequate to reconstruct the damaged improvements or facilities, then such improvements or facilities shall be rebuilt within a reasonable period of time by the applicable insured. At its own expense, Associates shall cause comprehensive general insurance to be carried and main- tained with respect to the hangars and improvements on the leased premises with coverage consistent with industry practice. Evidence of such insurance shall be presented to the City at the time of execution of this lease and such policies shall provide for a minimum of ten (10) days advance notice to the City in the event of cancellation or material changes in the terms thereof. All insurance proceeds from Associates' policies for such casualty losses to hangars and improvements on the leased premises shall be payable solely to Associates; provided, however, that if insurance proceeds are not adequate and Associates elects not to substantially replace and/or rebuild such damaged hangars and improvements within a reasonable time, then Associates shall remit to the City an amount from the proceeds of such policies equal to three percent (3%) of the total insurance proceeds payable to Associates, multiplied by the number of years (to the nearest month) from the date of execution of this Modification of Lease agreement, not to exceed one hundred percent (100%). If the applicable party falls to substantially repair or rebuild such improvements or facilities within a reasonable period of time, then this lease may be terminated at the option of either party by written notice to the other party. -13- F. SUBORDINATION. This lease shall be subordinate to the provisions of any existing or future agreement between City and the United States relative to the operation or maintenance of the airport, the execution of which has been or may be required as a condition to the expenditure of federal funds for the development of the airport. Should the effect of such agreement with the United States be to take any of the premises under this lease out from the control of City or to substantially destroy the commercial value of the leased premises, then if requested by Associates, the City shall provide adequate alternate premises to Associates. If the City is unable to provide adequate alternate premises, then this lease shall terminate at the option of Associates. G. TERMINATION. 1. This lease shall terminate on July 13, 1990, and Associates shall have no further right or interest in any of the leased premises or rights, uses or other interests contained in this lease, and Associates will vacate and remove all equipment placed thereon by Associates prior to the execution of this lease, unless Associates complies with the provisions of Article VIII, Section 2(c) of the City Charter as described in Article VI above. Associates shall have one hundred twenty (120) days within which to remove Associates' equipment and personal property, and in the event Associates fails to do so, the same shall work as an abandonment and title shall pass to City, or City may remove said equipment and personal property and Associates will reimburse City for its expense. 2. If Associates does not comply with the provisions of Article VIII, Section 2(c) of the City Charter prior to July 13, 1990, or if this lease is terminated prior to such date other than for purposes of effectuating Part II hereof, all improvements placed on the leased premises including existing hangars, shall become the property of the City upon termination of this lease. H. CANCELLATION. Default in payment of any of the rentals shall give the City the right to terminate this lease at any time after thirty (30) days notice in writing has been given to Associates, unless within said time Associates has fully complied with the rental provisions. Default in any of the other covenants on the part of Associates shall likewise give City the right to terminate this lease at any time after thirty -14- (30) days notice in writing has been given Associates, unless within said time Associates has proceeded in good faith to correct the condition creating the default. City will specify in such default notice the lease provision under which City claims that Associates is in default, and the acts or omissions giving rise to the claimed default. ARTICLE XI TRANSFER OF LEASE The written approval of the City shall be obtained by Associates prior to any sale, reassignment, transfer or subassignment of this lease which approval shall not be unreasonably withheld. Should Associates borrow money or otherwise finance the improvements to be constructed hereunder, and should it become necessary for any lender, financing agency or guarantor to foreclose and take over this lease because of Associates' failure to pay, said lender, financing agency or guarantor may operate the lease subject to all of its pro- visions, provided al -1 obligations of Associates under the lease are met and all payments owing be paid. ARTICLE XII AIR OPERATIONS AREA SECURITY Associates shall provide for the security of the air operations area to prevent ground entry or movement of unauthorized persons from or through the leased premises in accordance with Section 9-32 of the City Code of Corpus Christi, Texas, and any regulations imposed upon City by the Federal Aviation Administra- tion. Associates will indemnify and hold harmless City, its officers and employees, from any charges, fines, or penalties that may be levied by any agency of the. United States or the State of Texas by reason of Associates' failure to comply with this requirement. Physical barriers to prevent access to the air operations area must be in effect during construction upon the leased premises. This covenant is in addition to any of the above indemnification provisions. ARTICLE XIII CIVIL RIGHTS In exercising any of the leased rights or privileges. Associates shall not on the grounds of race, sex, creed, or national origin discriminate or permit -15- discrimination against any person or group of persons in any manner prohibited by Part 21 of the Regulations of the Secretary of Transportation. City hereby expressly retains the right to take such action as the United States may direct to enforce this nondiscrimination covenant. -16- PART II HANGAR AND FIXED BASE OPERATOR'S LEASE This lease is entered into on the day and year below stated between the City of Corpus Christi, a home rule city, situated in Nueces County, Texas, hereinafter called City, and Air Associates, Inc., a Minnesota corporation qualified to do business in Texas, hereinafter referred to as "Associates", upon these terms, performable in Nueces County, Texas. ARTICLE I DESCRIPTION OF LEASED SPACE City leases unto Associates an area located on Corpus Christi Inter- national Airport designated for commercial hangar and fixed base operations located generally on the north and east side of the present control tower as outlined in red and blue on the attached drawing marked Exhibit "A" which is made a part hereof as if copied verbatim herein and specifically described as follows (the "leased premises"): BEGINNING at the northwest corner of the transient apron, thence proceeding 50 feet due west for a place of beginning; THENCE west for a distance of 247.87 feet for the southwest corner thence 90° due north for a distance of 950 feet for an inside corner; THENCE 90° due west 172.13 feet for an outside corner; THENCE 90° due north 200 feet for the northwest corner; THENCE 90° due east 760 feet for the northeast corner; THENCE 90° due south 450 feet for an outside corner; THENCE 90° due west 340 feet for an inside corner; THENCE 90° due south 750 feet to the place of beginning. Transient apron leased area. Area 1 BEGINNING at the northwest corner of the transient apron, thence proceeding due east for a distance of 205 feet for the northeast corner; THENCE 90° due south for a distance of 104 feet for the southeast corner; THENCE 90° due west for a distance of 205 feet for the southwest corner and thence 90° north for a distance of 104 feet to the place of beginning. -17- Area 2 Starting at the northwest corner of the transient ramp due south for a distance of 158 feet for a place of beginning; THENCE 90° east for a distance of 205 feet for the northeast corner; THENCE 90° due south 68 feet for the southeast corner; THENCE 90° due west for a distance of 205 feet for the southwest corner; THENCE 90° north for a distance of 68 feet to the place of beginning. ARTICLE II PRIVILEGES, RIGHTS, USES ANP INTERESTS A. USE OF LEASED PREMISES. Associates shall use the areas described in Article I hereof (the leased premises) for commercial hangar and fixed base aviation operations herein defined as follows and for no other use without the specific written permission of the City: 1. Housing aircraft in hangars and related shop and office use; 2. Engaging in any activity related to the business of main- taining, repairing, modifying, leasing, purchasing, or otherwise acquiring, selling, exchanging, dispensing, financing, insuring, or dealing in or distributing aircraft, aircraft components, parts, supplies and equipment of every class and description; 3. Servicing of aircraft with fuels and lubricants; 4. Operation of aerial taxi and sightseeing services and aerial advertising, aerial survey, aerial photography and mapping; 5. Operation of schools of flying, navigation, aviation mechanics, aerial survey, aerial photography, aerial designing, aerial construction; 6. Aeronautical and allied research; 7. Operation of the business of nonscheduled transportation of passengers; and 8. Undertaking of any phase of aviation activity for profit related to or contributing in any way to aircraft sales, servicing and distributing or aerial navigation or directly related to the operation outlined in subparagraphs 1 through 7 above. -18- • • B. RIGHT TO USE AIRPORT. Associates shall have the right to use the public areas and public airport facilities including the runways, taxiways, aprons, ramps and navigational aids and facilities in common with others so authorized, subject to and in accordance with the laws of the United States of America and the State of Texas, and the rules and regulations promulgated by their authority with reference to aviation and air navigation, and in accordance with all reason- able and applicable rules, regulations, ordinances and Charter of the City. C. RIGHTS ENUMERATED. In addition to the uses enumerated in Paragraph A above, Associates shall have the following rights: 1. To sell aircraft fuels, lubricants and propellants on the leased premises, on any public apron, and within any private hangar area. City reserves the right to lease or rent that portion of the transient apron located immediately adjacent to the control tower annex building, designated as "Excluded Transient Apron" on the attached Exhibit A, to an operator or operators as a separate busi- ness for the dispensing of fuels, lubricants, propellants and/or the operation of tie -down facilities on said apron. In the event that the Excluded Transient Apron is operated as a separate business, then Associates shall not have the right to the use of the tie -downs on said Excluded Transient Apron or to sell and dispense fuels, lubri- cants or propellants on said Excluded Transient Apron. 2. To store aircraft fuels, lubricants, and propellants on the leased premises. 3. To maintain and operate mobile equipment when reasonable and necessary to fill and dispense aircraft fuels, lubricants and propellants on the leased premises and within the area described .above, with right of access to the commercial ramp and connecting taxiways. 4. To maintain, store and service aircraft which shall include hangar storage of aircraft, major and minor overhauling and repairing of aircraft, repairing, inspection and licensing of same, and pur- chase and sale of parts, equipment and aircraft accessories. 5. To purchase and sell, within the leased premises, aeronautical charts, publications, caps, sunglasses, computers, radios, and other -19- aviation related items normally sold and dispensed by commercial fixed base hangar operators. 6. To rent, lease and charter aircraft and to engage in the business of teaching and/or otherwise instructing flying and air- craft mechanics. 7. To place and erect signs and advertising material within the hangars, offices and shops on the leased premises at Associates' discretion, and to place and erect signs and other advertising material on the outside of Associates' buildings, shops and offices, provided that the size and shape of such outside signs shall. conform to the general appearance of the airport premises and be subject to the prior written approval of the Airport Manager, which approval shall not be unreasonably withheld. The Airport Manager shall have the right to order Associates to remove any sign installed by Associates which has not been approved. D. ACTIVITIES AND USES EXPRESSLY PROHIBITED. The following activi- ties and uses are expressly excluded from this lease and Associates is prohibited from any such use or activity except as noted: 1. Ground Transportation for hire. Associates may provide ground transportation for its employees and aviation customers as a service except that said service may not be offered to the general public on a commercial basis. 2. Western Union. Associates may use the wires, lines and services of Western Union for its own purposes in connection with the establishment of a communications system and weather system or for any other purpose so long as Associates does not engage commercially in the taking or sending of telegrams, money orders, etc. 3. Automobile Rental Service, except as an agent of an existing automobile rental service having a valid lease with the City for the use of space at the Airport in order to operate said automobile rental service. 4. News and sundry sales except for those aviation related items as mentioned hereinabove. 5. Advertising concessions except for those that may be conducted within Associates' hangars, offices and shops. -20- 6. Barber, valet and personal services. 7. The sale of food and/or drink except from dispensing machines located within the hangars, offices and/or shops. However. no cafe or cafeteria type of service shall be operated. 8. The sale of flight and/or trip insurance. 9. Commercially engaging in the business of making reservations for hotels, motels and other lodging. ARTICLE III CONSTRUCTION OF HANGARS AND IMPROVEMENTS Prior to construction of any hangar or improvements on the leased premises, Associates will submit plans and specifications to the City for approval and review with respect to the general appearance. safety, type of construction proposed and life and value. Such plans and specifications will be reviewed by the City within a reasonable period of time, and its approval will not be unreasonably withheld. No buildings shall be constructed within existing utility eastments. ARTICLE IV ACCEPTANCE OF BUSINESS Associates acknowledges that the premises have been inspected and accepts the leased premises in its present physical condition and will pay the total cost of developing said property. ARTICLE V TERM This lease shall be for a term of thirty (30) years, provided Associates has not defaulted in any of the terms, conditions, and provisions hereof. This term shall commence upon completion of construction of the han- gar and all requisite conditions for compliance with Article VIII, Section 2(c) of the City Charter. ARTICLE VI RENT Associates will pay City a base rental fixed as of July, 1960 and supplemented as follows: 1. Three cents ($.03) per square foot per year for the -21- leased premises covered by hangars, shops, offices, paved apron area and/or other improvements (the "Improved Areal. 2. One cent ($.01) per square foot per year for the area within the leased premises between the building setback lines where buildings could legally be constructed (the "Unimproved Area"). 3. Thirty-three and one-third per cent (33 1/3%) of the gross income received by Associates from parking and/or tie - down facilities located on any apron that may be constructed in the apron area shown on Exhibit "A", except on the leased portion of the Transient Apron shown on said Exhibit "A" and on any apron for which Associates pays the improved area rate. 4. Two cents ($.02) per gallon as a "flowage fee" for each gallon of gasoline and/or other propellants and fuels purchased by Associates for use or sale at the Airport, except to commercial airline aircraft holding valid operating contracts on the airport. Associates will not be required to pay for loss of such fuels due to theft or leakage, upon furnishing the City with sufficient proof of such loss. 5. Associates will not be charged for storage tanks within the leased premises, except ground rental, and will submit storage tank plans to the City for approval prior to installation which approval shall not be unreasonably withheld. Fuel storage sites on property outside the leased premises will require a separate lease. 6. Within 180 days following the end of each three year period after the execution of this lease, either City or Asso- ciates may request in writing an adjustment in the ground rental rates, and the flowage fees as above set out. which adjustment shall operate from the end of such three year period and shall be computed by multiplying such rate and fee by a fraction, the denomin- ator of which shall be the arithmetical average as of July, 1960 of the indices of the United States Bureau of Labor Statistics for (A) hourly wage rates of all workers in manufacturing and (B) all commodity wholesale prices, and the numerator of which -22- shall be the arithmetical average of said indices (A) and (8) for the last available twelve (12) monthly indices. immediately pre- ceding the request for adjustment. Should either of said indices change substantially as to form and basis of data or manner of publication, the above adjustment provision may be amended in writing. On the base date, July, 1960, the United States Bureau of Labor Statistics index for hourly wage rates for all manu- facturing employees was $2.26 per hour and the' commodity wholesale price index was 100.8. Such formula must result in a change of at least 1/4 cent ($0.0025) per unit or no adjustment shall be made, and all adjustments shall be made to the nearest 1/4 cent. City retains the right to adjust the rates for fuel flowage fees set forth herein, such rates to be published by ordinance duly adopted by the City Council, provided, however, that any such increases shall be used only for Airport purposes. City will put this same clause in any renewal amendment, or extension of any other existing fixed base operator lease as well as any other new fixed base operator lease. 7. Effective as of the date of the execution of this lease and based on the current levels of the indices referred to in Paragraph 6. above, the rents based on the foregoing formula are as follows: The Improved Area, seven and one-fourth cents ($.0725) per square foot per year; Unimproved Area, two and one-half cents ($.0250) per square foot per year; Flowage fee, four and three-fourths cents ($.0475.) per gallon. Ground rentals as set out here and above shall be computed on a monthly basis and shall become due and payable on the first day of each calendar month throughout the term of this lease. On the first day of the next calendar month after the rentals begin under this lease, Associates shall prepare a report in writing on a form approved by the City showing the total number of gallons of gasoline fuels and/or other pro- pellant purchased by Associate and the total gross receipts on the above mentioned apron during the preceding calendar month and shall submit said report to City along with the rental to be paid thereunder prior to the tenth day of said calendar month. Associates shall submit a like report and payment therefor -23- • for each succeeding month during the term of this lease. Associates will keep full and accurate records of all trans- actions, purchases, sales, and income, both from cash sales and credit sales, that in any way concern revenue to City; and will hold all books and records covering such sales open to inspection by City at all reasonable times until audited by the City, but not to exceed five (5) years. 8. City appoints its airport manager as its agent to receive all rentals and reports under this lease, and Asso- ciates will submit said reports and payments to the Airport Manager at his office in Nueces County, Texas. City may designate others as agents to inspect Associates' books and records, such inspections to be performed at reasonable times during working hours, and all such information to be maintained as confidential unless otherwise required by law. 9. The term "apron" shall include, without limitation, all areas labeled "Commercial Apron", "Transient. Apron", "Excluded Transient Apron" or "Comm. Apron" on Exhibit A attached hereto. 10. City reserves the right to change the base date of July, 1960, referred to above in the event that the City makes the same change in any other existing or new fixed base operator leases. ARTICLE VII UNDERTAKINGS OF CITY City covenants as follows: A. To operate Corpus Christi International Airport as a public airport during the term of this lease subject to and consistent with and pursuant to the assurances given by the City to the United States Government under the Federal Airport Act, and to Associates by this lease. B. To make electricity, water, gas and wastewater service available upon the same basis as applies to residents within the City of Corpus Christi. Associates shall pay all charges for water, gas, wastewater, electricity and other public utilities supplied to Associates and/or Associates' leased prem- ises during the term of this lease as such charges become due and payable. C. If constructed, the northerly extension measuring approximately 262 feet by 150 feet shall be for Associates' exclusive use and shall be treated as Improved Area for purposes of rental payments, but no percentage rent shall be applicable to income from parking or tiedown facilities thereon. -24- ARTICLE VIII UNDERTAKINGS OF ASSOCIATES Associates further covenants as follows: A. At its own expense, to maintain said leased premises and improve- ments thereon in a presentable condition consistent with good business practice and equal in appearance and character to other similar improvements on the airport. B. To remove from the leased premises all waste, garbage, rubbish, junk, worn-out parts, and other refuse, and not to deposit the same or allow the same to accumulate, except temporarily in connection with collection for removal, on any part of the leased premises or other property located within the airport site; provided, however, that City may provide garbage service for a reasonable fee consistent with charges made to commercial establishments of a similar nature. To make adequate provision for and to dispose of waste oils and lubricants off the airport property and never put or allow to be put any such waste oils and lubricants into the airport wastewater system. C. To supply good, prompt and efficient service at the airport on a fair, equal and nondiscriminatory basis to all users thereof, and to charge a fair, reasonable and nondiscriminatory price for each unit of sale or service; provided that Associates or its tenants and sublessees will be allowed to make reasonable and nondiscriminatory discounts, rebates or other similar type of price reductions to volume purchasers. Nothing herein contained is intended to nor shall be construed as vesting in City the power or authority to regulate Associates' charges for any of Associates' operations. ARTICLE IX GENERAL PROVISIONS A. INDEMNIFICATION. Associates is and shall be deemed to be an independent contractor and operator responsible to all parties for its respec- tive acts or omissions and those of its agents, servants, employees, invitees, e tenants and sublessees, and. City shall in no way be responsible therefor. In the use of the airport and in the maintenance, erection or construction of any improvements thereon, and the exercise and enjoyment of the rights herein granted, Associates will indemnify and save harmless City from any and all losses or claims for damages that may proximately result to City from any negligence on the part of Associates, Associates' agents, servants, employees, construction contractors -25- • and invitees, and for those of its tenants and sublessees. Associates will carry public liability insurance in the minimum sum of $500,000 single limit. All insurance shall be carried in a responsible company and shall name City as an assured. Such policy shall, in addition, be endorsed to provide for cross - liability between the assureds. Such policy shall in a form satisfactory to City. All such policies shall provide for a minimum of ten (10) days notice to City in the event of cancellation or material change in the terms thereof. B. -NOTICES. Notices to City shall be deemed sufficient if in writing and personally delivered or mailed, postage prepaid, by certified mall addressed to the Airport Manager, Route 2, Box 902, Corpus Christi, Texas 78410, or to such other address as may have been designated in writing by City from time to time. Notice to Associates shall be deemed sufficient if in writing and person- ally delivered or mailed, postage prepaid by certified mail addressed to Asso- ciates at 2801 East 78th Street, Minneapolis, MN 55420, or to such other address as may be designated in writing by Associates. C. TAXES. Associates will pay any and all real and personal property taxes levied from time to time upon the improvements placed upon the leased premises. D. BENEFIT. All of the terms, covenants and agreements herein contained shall be binding upon and shall inure to the benefit of the parties hereto and the successors and assigns of Associates and City. E. DESTRUCTION. In the event that Associates' improvements or the airport are damaged or destroyed by acts of God or through enemy attack or for any other reason outside the control of Associates and City to such an extent that the airport cannot be operated as an airport, then this lease shall terminate, at the option of either party by written notice to the other party. In the event that the leased premises or Associates' improvements or the airport facilities reasonable and necessary for Associates to conduct Associates' business are partially destroyed or damaged due to acts of God or other acts outside the control of Associates and/or City to such extent that the leased premises may not economically be used for the uses and purposes for which leased, then this lease shall be suspended during the period of such partial damage or destruction and shall not begin or resume until the damage has been repaired. In the case of such total or partial destruction, if any applicable -26- • insurance proceeds are adequate to reconstruct the damaged improvements or facilities, then such improvements or facilities shall be rebuilt within a reasonable period of time by the applicable insured. At its own expense, Associates shall cause comprehensive general insurance to be carried and main- tained with respect to the hangars and improvements on the leased premises with coverage consistent with industry practice. Evidence of such insurance shall be presented to the City at the time of execution of this lease and such policies shall provide for a minimum of ten (10) days advance notice to the City in the event of cancellation or material changes in the terms thereof. All insurance proceeds from Associates' policies for such casualty losses to hangars and improvements on the leased premises shall be payable solely to Associates; provided, however, that if insurance proceeds are not adequate and Associates elects not to substantially replace and/or rebuild such damaged hangars and improvements within a reasonable time, then Associates shall remit to the City an amount from the proceeds of such policies equal to three percent (3%) of the total insurance proceeds payable to Associates, multiplied by the number of years (to the nearest month) from the date of execution of this Modification of Lease agreement, not to exceed one hundred percent (100%). If the applicable party fails to substantially repair or rebuild such improvements or facilities within a reasonable period of time, then this lease may be terminated at the option of either party by written notice to the other party. F. SUBORDINATION. This lease shall be subordinate to the provisions of any existing or future agreement between City and the United States relative to the operation or maintenance of the airport, the execution of which has been or may be required as a condition to the expenditure of federal funds for the development of the airport. Should the effect of such agreement with the United States be to take any of the premises under this lease out from the control of City or to substantially destroy the commercial value of the leased premises, then if requested by Associates, the City shall provide adequate alternate premises to Associates. If the City is unable to provide adequate alternate premises, then this lease shall terminate at the option of Associates. G. TERMINATION. 1. This lease shall terminate at the end of the term set forth in Article V. hereinabove, and Associates shall have no further right or interest in any of the leased premises or rights, uses -27- • or other interests contained in this lease, and Associates will vacate and remove all equipment placed thereon by Associates prior to the execution of this lease, unless Associates and the City renegotiate said lease and enter into a mutually satisfactory lease extending the term hereof. Associates shall have one hundred twenty (120) days within which to remove Associates' equipment and personal property, and in the event Associates fails to do so, the same shall work as an abandonment and title shall pass to City, or City may remove said equipment and personal property and Associates will reimburse City for its expense. 2. At the termination of this lease all improvements placed on the leased premises, including existing hangars shall revert to City in accordance with the City Charter, Article VIII, Section 2, as amended. H. CANCELLATION. Default in payment of any of the rentals shall give the City the right to terminate this lease at any time after thirty (30) days notice in writing has been given to Associates, unless within said time Associates has fully complied with the rental provisions. Default in any of the other covenants on the part of Associates shall likewise give City the right to terminate this lease at any time after thirty (30) days notice in writing has been given Associates, unless within said time Associates has proceeded in good faith to correct the condition creating the default. City will specify in such default notice the lease provision under which City claims that Associates is in default, and the acts or omissions giving rise to the claimed default. ARTICLE X TRANSFER OF LEASE The written approval of the City shall be obtained by Associates prior to any sale, reassignment, transfer or subassignment of this lease which approval shall not be unreasonably withheld. Should Associates borrow money or otherwise finance the improvements to be constructed hereunder, and should it become necessary for any lender, financing agency or guarantor to foreclose and take over this lease because of Associates' failure to pay, said lender, -28- financing agency or guarantor may operate the lease subject to all of its pro- visions, provided all obligations of Associates under the lease are met and all payments owing be paid. ARTICLE XI AIR OPERATIONS AREA SECURITY Associates shall provide for the security of the air operations area to prevent ground entry or movement of unauthorized persons from or through the leased premises in accordance with Section 9-32 of the City Code of Corpus Christi, Texas, and any regulations imposed upon City by the Federal Aviation Administra- tion. Associates will indemnify and hold harmless City, its officers and employees, from any charges, fines, or penalties that may be levied by any agency of the United States or the State of Texas by reason of Associates' failure to comply with this requirement. Physical barriers to prevent access to the air operations area must be in effect during construction upon the leased premises. This covenant is in addition to any of the above Indemnification provisions. ARTICLE XII CIVIL RIGHTS In exercising any of the leased rights or privileges, Associates shall not on the grounds of race, sex, creed, or national origin discriminate or permit discrimination against any person or group of persons in any manner prohibited by Part 21 of the Regulations of the Secretary of Transportation. City hereby expressly retains the right to take such action as the United States may direct to enforce this nondiscrimination covenant. -29- EXECUTED on this day of 1980. ROGER L. GAULT, D/B/A GAULT AVIATION ATTEST: ATTEST: AIR ASSOCIATES, INC. By CORPUS CHRISTI BANK & TRUST COMPANY By ATTEST: CITY OF CORPUS CHRISTI City Secretary By R. Marvin Townsend, City Manager APPROVED: , 1980: J. BRUCE AYCOCK, City Attorney By Assistant City Attorney Director of Finance ACKNOWLEDGMENT THE STATE OF TEXAS 1 COUNTY OF NUECES 1 BEFORE ME, the undersigned authority, on this day personally appeared ROGER L. GAULT, D/B/A GAULT AVIATION, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of , 1980. Notary Public in and for Nueces County, Texas My Commission Expires: -30- CORPORATE ACKNOWLEDGMENT THE STATE OF MINNESOTA Q COUNTY OF HENNEPIN 1 BEFORE ME, the undersigned authority, on this day personally appeared known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same as the act and deed of AIR ASSOCIATES, INC., for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of , 1980. Notary Public in and for Hennepin County, Minnesota My Commission Expires: CORPORATE ACKNOWLEDGMENT THE STATE OF TEXAS 1 COUNTY OF NUECES BEFORE ME, the undersigned authority, on this day personally appeared known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same as the act and deed of CORPUS CHRISTI BANK AND TRUST COMPANY, for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of 1980. Notary Public in and for Nueces County, Texas My Commission Expires: -31 CORPORATE ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF NUECES BEFORE ME, the undersigned authority, on this day personally appeared • known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same as the act and deed of CITY OF CORPUS CHRISTI, TEXAS, for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of 1980. Notary Public in and for Nueces County, Texas My Commission Expires: • tHORTH PARK SITE r'f\• • 'c0. '•!..‘ DRAIN DITCH 9i .•. \\\�S� \ �\ ` �� • \ Gi\\, °ma\ \ c \.. .p \\ FUTURE. • PARKING AREA / FUTURE ARKIN DRAIN DI H PARKING AREA a 4 • STORM DR •• \. • • 500 . SEGMENTED CIRCLE MARKER Q 0 500 1000 Of 1: � q• r+ Graphic Scaly.Tel . FestEXRIBIT A •. • That the foregoing ordinance wa read for 'th first time a passed to its second reading on this the / day of , 19 , by the following vote: Luther Jones Edward L. Sample Dr. Jack Best David Diaz Jack K. Dumphy Betty N. Turner Cliff Zarsky That the foregoing ordinance was read for cond time and passed to its third reading on this the / day of following vote: Luther Jones Edward L. Sample Dr. Jack Best David Diaz Jack K. Dumphy Betty N. Turner Cliff Zarsky That the foregAing ordina ryas read for thet�third time and passed finally on this the 0 day of 4.6t , 19 d'_; , by the following vote: Luther Jones Edward L. Sample Dr. Jack Best David Diaz Jack K. Dumphy Betty N. Turner Cliff Zarsky PASSED AND APPROVED, this the ;20 day of ATTEST:, , 19$0 , by the Cit Secreta TZ ED: DA Z Y OF -,,4, 7 , 1980 : J. BRUCE AYCOCK, CITY ATTORNEY 19 Po 15372 OF CORPUS CHRISTI, TEXAS PUBLISHER'S AFFIDAVIT ,=ATE OF TEgASre` ss: County of Nueces. • Before me, the undersigned, a Notary Public, this day personally came.._...._ ------• Elma Rodela who being first duly sworn, according to law, says that he is the Accounting Clerk of the Daily Newspapers published at Corpus Christi, Texas, PUBLIC NTOCENotice is hereby 4iven that the of which the annexed is a true copy, was published in Corpus Christi Caller and The Corpus Christi Tim es, in said County and State, and that the publication of City Council of the City of Corpus Christ/,... on the...If/111 day of February.„_._..,.._ 1980 .., and once consecutive.._..... __._--.._.....� ....._-..Times. 26.95 Subscribed and sworn to before me this each Elma Rodela Accounting Clerk ebruary day of.. 19 80 Lois Winn Notary Public, Nueces County, Texas --PUBLIC 1:1019 -et Notify b hereby given thetl • the Cls Council of the City of 13th day of Christi February,n1990,. epprov'ed on second reading, prevIOl1lY apprrved onfirst reading Jenuery la, 1980, an CitynMai- gerauthorizing to exeutehea mmenti with Corppof uS Cse hristi Bank end Trust Company (Trustee) and Air Assoc) ales, Inc., covering com merclal hengars and fixe bele aviation lease plots a the Corpus Christ) Inter national Airport, and prevld lag for a five (5) year leas 01 portIai oithe Transie Apr on and for.* stele-thlr (38) year 1 p�Bel Menai k�l. =tit SMlan, fy�M�}} d eMl o1rdl11CY nC avaces of th Ili.y Sect le Offices of the CITY Seed the. w1T:1E5S my hand this 14th day of February, 1990. -s-BIII Y. Read, City Secretary City of Corpus 1 Christ), Texas MOTION Mayor Pro Tem Edward Sample moved and Council Member David Diaz seconded the motion that the ordinance authorizing an assignment of lease from Roger L. Gault, d/b/a Gault Aviation, to Air Associates, Inc., and authorizing a modification of lease agreement with Corpus Christi Bank and Trust Company and Air Associates, Inc., covering commercial hangars and fixed base aviation lease plots at Corpus Christi International Airport, and providing for a 5 year lease of portions of the transient apron and for a new 30 year lease of the assigned and leased premises upon compliance with the City Charter, Article VIII, Section 2(c) by Air Associates, Inc., read on the first of three readings an January 16, 1980, be and the same is hereby amended prior to its second reading as follows: A. Amend Section 1 of the ordinance by deleting the word "terminate" in line 4 and substituting therefor the word "assign." B. Amend Exhibit 1 of the ordinance by deleting the year "1979" appearing in line 2 of the fourth "Whereas" clause, and substituting therefor the year "1980." C. Amend Part I, Article II of Exhibit 1 of the ordinance by deleting the number'"164"•in line 3 of the Area 1 Transient Apron calls of paragraph 8, and substituting the number "104." D. Amend Part I, Article II of Exhibit 1 of the ordinance by deleting the word "southeast" in line 5 of the Area 1 Transient Apron calls of paragraph B, and substituting therefor the word "southwest." E. Amend Part I, Article III of Exhibit 1 of the ordinance by deleting the words "leased premises" in lines 1 and 2 of paragraph A, and substituting therefor the words "areas described in paragraphs A and B of Article II hereof (the leased premises)". F. Amend Part I, Article III of Exhibit 1 of the ordinance by deleting the words "including engines, motors, aircraft instruments, parts, supplies and accessories" in lines 5 through 7 of subparagraph 2 of paragraph A. G. Amend Part I, Article III of Exhibit 1 of the ordinance by adding the words "or directly related to the operation outlined in subparagraphs 1 through 7 above" after the word "navigation" in line 3 of subparagraph 8 of paragraph A. H. Amend Part I, Article III of Exhibit 1 of the ordinance by adding the words "except as an agent of an existing automobile rental service having a valid lease with the City for the use of space at the Airport in order to operate said automobile rental service" after the words "Automobile Rental Service" in paragraph D, subparagraph 3. I. Amend Part I, Article VII of Exhibit 1 of the ordinance by adding the words "and on any apron for which Associates pays the improved area rate" after the words "on said Exhibit 'A'" in line 5 of subparagraph 3. J. Amend Part I, Article VII of Exhibit 1 of the ordinance by adding the words "for use or sale at the airport," after the word "Associates" in line 3 of subparagraph 4. K. Amend Part I, Article VII of Exhibit 1 of the ordinance by adding the words "provided, however, that any such increases shall be used only for Airport purposes" after the words "City Council" which immediately precede the last sentence of subparagraph 6. L. Amend Part I, Article VII of Exhibit 1 of the ordinance by adding the words "until audited by the City, but not to exceed five years" to the end of the last sentence of subparagraph 7. M. Amend Part I, Article VIII of Exhibit 1 of the ordinance by adding the words "and the awarding of a contract for construction by the City Council (and the City agrees to use its best efforts to meet both conditions)"after the abbreviation "F.A.A." in line 7 of paragraph C. N. Amend Part I, Article X of Exhibit 1 of the ordinance by, deleting the second, third, fourth, fifth, sixth, and seventh sentences of the second subparagraph of paragraph E and substituting the following: "In the case of such total or partial destruction, if any applicable insurance proceeds are adequate to reconstruct the damaged improvements or facilities, then such improve- ments or facilities shall be rebuilt within a reasonable period of time by the applicable insured. At its own ex- pense, Associates shall cause comprehensive general insurance to be carried and maintained with respect to the hangars and improvements on the leased premises with coverage consistent with industry practice. Evidence of such insurance shall be presented to the City at the time of execution of this lease and such policies shall provide for a minimum of ten (10) days advance notice to the City in the event of cancellation or material changes in the terms thereof. All insurance pro- ceeds from Associates' policies for such casualty losses to hangars and improvements on the leased premises shall be payable solely to Associates; provided, however, that if insurance proceeds are not adequate and Associates elects not to substantially replace and/or rebuild such damaged hangars and improvements within a reasonable time, then Associates shall remit to the City an amount from the pro- ceeds of such policies equal to three percent (3%) of the total insurance proceeds payable to Associates, multiplied by the number of years (to the nearest month) from the date of execution of this Modification of Lease agreement, not to exceed one hundred percent (100%). If the applicable party fails to substantially repair or rebuild such improve- ments or facilities within a reasonable period of time, then this lease may be terminated at the option of either party by written notice to the other party." 0. Amend Part I, Article X of Exhibit 1 of the ordinance by deleting the last two sentences in paragraph F and adding the words "at the option of Associates" to the remaining last sentence after the words "lease shall terminate." P. ,.Amend Part I, Article XI of Exhibit 1 of the ordinance by adding the words "which approval shall not be unreasonably withheld" to the first sentence after the words "subassignment of this lease." Q. Amend Part I, Article XII of Exhibit 1 of the ordinance by adding the words "from or through the leased premises" after the words "unauthorized persons" in line 2 of the first subparagraph. - R. Amend Part I, Article X of Exhibit 1 of the ordinance by deleting the words "at the end of the term set forth in Article VI hereinabove" in lines 1 and 2 of paragraph G, subparagraph 1, and substituting the words "on July 13, 1990". S. Amend Part I, Article VII of Exhibit 1 of the ordinance by deleting the word "rental" in the last sentence of subparagraph 7 and substituting the word "revenue". T. Amend Part II, Article II of Exhibit 1 of the ordinance by deleting the words "leased premises" in lines 1 and 2 of paragraph A, and substituting therefor the words "areas described in Article I hereof (the leased premises)". U. Amend Part II, Article II of Exhibit 1 of the ordinance by deleting the words "including engines, motors, aircraft instruments, parts, supplies and accessories" in lines 5 through 7 of subparagraph 2 of paragraph A. V. Amend Part II, Article II of Exhibit 1 of the ordinance by adding the words "or directly related to the operation outlined in subparagraphs 1 through 7 above" after the word "navigation" in line 3 of subparagraph 8 of paragraph A. W. Amend Part II, Article VI of Exhibit 1 of the ordinance by adding the words "and on any apron for which Associates pays the improved area rate" after the wards "on said Exhibit 'A'" in line 5 of subparagraph 3. X. Amend Part II, Article VI of Exhibit 1 of the ordinance by adding the words "for use or sale at the airport," after the word "Associates" in line 3 of subparagraph 4. Y. Amend Part II, Article VI of Exhibit 1 of the ordinance by adding the words "provided, however, that any such increases shall be used only for Airport purposes" after the words "City Council" which immediately precede the last sentence of subparagraph 6. Z. Amend Part II, Article VI of Exhibit 1 of the ordinance by adding the words "until audited by the City, but not to exceed five years" to the end of the last sentence of subparagraph 7. AA.. Amend Part II, Article IX of Exhibit 1 of the ordinance by deleting the second, third, fourth, fifth, sixth, and seventh sentences of the second subparagraph of paragraph E and substituting the following: "In the case of such total or partial destruction, if any applicable insurance proceeds are adequate to reconstruct the damaged improvements or facilities, then such improve- ments or facilities shall be rebuilt within a reasonable period of time by the applicable insured. At its own ex- pense. Associates shall cause comprehensive general insurance to be carried and maintained with respect to the hangars and improvements on the leased premises with coverage consistent with industry practice. Evidence of such insurance shall be presented to the City at the time of execution of this lease and such policies shall provide for a minimum of ten (10) days advance notice to the City in the event of cancellation or material changes in the terms thereof. A11 insurance pro- ceeds from Associates' policies for such casualty losses to hangars and improvements on the leased premises shall be payable solely to Associates; provided. however, that if insurance proceeds are not adequate and Associates elects not to substantially replace and/or rebuild such damaged hangars and improvements within a reasonable time, then Associates shall remit to the City an amount from the pro- ceeds of such policies equal to three percent (3%) of the total insurance proceeds payable to Associates, multiplied by the number of years (to the nearest month) from the date of execution of this Modification of Lease agreement, not to exceed one hundred percent (100%). If the applicable party fails to substantially repair or rebuild such improve- ments or facilities within a reasonable period of time, then this lease may be terminated at the option of either party by written notice to the other party." BB. Amend Part II, Article IX of Exhibit 1 of the ordinance by deleting the last two sentences in paragraph F and adding the words "at the option of Associates" to the remaining last sentence after the words "lease shall terminate." CC. Amend Part II, Article X of Exhibit 1 of the ordinance by adding the words "which approval shall not be unreasonably withheld" to the first sentence after the words "subassignment of this lease." DD. Amend Part II, Article XI of Exhibit 1 of the ordinance by adding the words "from or through the leased premises" after the words "unauthorized persons" in line 2 of the first subparagraph. EE. Amend Part II, Article VI of Exhibit 1 of the ordinance by deleting the word "rental" in the last sentence of subparagraph 7 and substituting the word "revenue".