HomeMy WebLinkAbout17114 ORD - 07/07/1982jkh!7-6-82
AN ORDINANCE
AUTHORIZING THE CITY MANAGER TO ACCEPT AND APPROVE
SUBLEASE AGREEMENT BETWEEN THE FIRST CITY BANK (FORMERLY
CORPUS CHRISTI BANK & TRUST COMPANY), TRUSTEE, HIDDEN
HARBOR ASSOCIATES AND THE CITY OF CORPUS CHRISTI, COVER-
ING THE RESTAURANT FACILITIES AT THE CORPUS CHRISTI
INTERNATIONAL AIRPORT TO PROVIDE A FOOD AND LIQUOR CON-
CESSION, FOR A TERM OF TEN YEARS WITH AN OPTION TO RENEW
FOR FIVE YEARS.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS:
SECTION 1. That the City Manager is hereby authorized to accept
and approve a sublease agreement between the First City Bank (formerly
Corpus Christi Bank & Trust Company), Trustee, Hidden Harbor Associates
and the City of Corpus Christi covering the food and liquor concession
at the Corpus Christi InternatiOnal Airport, for a term of ten years with an
option to renew for an additional five-year term, all as more specifically
set forth in the agreement, a substantial copy of which is attached hereto
and made a part hereof, marked Exhibit A.
17114
_MR 2 8
11101
SUBLEASE OF RESTAURANT
CORPUS CHRISTI INTERNATIONAL AIRPORT
THE STATE OF TEXAS §
COUNTY OF NUECES §
This agreement made by and between First City Bank of Corpus
Christi (formerly known as Corpus Christi Bank and Trust Company) herein
referred to as "Trustee", the City of Corpus Christi, herein referred to as
"City", and Hidden Harbor Associates, a Texas general partnership, herein
referred to as "Sublessee",
W ITNESSET H:
Whereas, the Trustee herein, has by agreement with City through
its corporate predecessor (Corpus Christi Bank and Trust Company), legally
acquired the right to sublease and assign certain areas of lease sites and
portions of the Corpus Christi International Airport terminal building,
including that portion designated for restaurant facilities located within
the site at Corpus Christi, Nueces County, Texas; and
Whereas, the aforesaid agreement between Trustee and City was
duly and legally approved by the qualified voters at an election held on
August 29, 1959, and thereafter by Trust Agreement dated July 14, 1960, the
method for providing leases to the public for portions of airport lands and
the terminal building for terms in excess of five (5) years without the
necessity of calling an election for each lease, was thus established; and
Whereas, City owns and operates the Corpus Christi International
Airport and deems it advantageous that certain portions of the terminal
building designated for restaurant facilities described herein, together
with the privileges, rights, uses and interests incident thereto, as set
out herein, be subleased for use as a restaurant, coffee shop, cocktail
lounge and other related facilities; and
Whereas, it is recognized by the parties that the present
facilities are inadequate and require expansion, remodeling and
re-equipping, and sublessee is desirous of obtaining said area and
facilities to provide said improvements and to use and operate same for the
purposes herein set forth.
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Now, therefore, in consideration of the premises and for and in
consideration of the charges, fees, rentals, covenants and agreements
contained herein, the parties hereto do hereby agree as follows:
ARTICLE 1 - TERM
Section 1.01 - Term and Option to Renew. The term of this Lease
will commence on August 1, 1982 (herein referred to as the "Effective
Date"), and shall, unless sooner terminated under the provisions of this
Lease, terminate July 31, 1992. Sublessee, if not in default, shall have
the option to renew this lease for one additional five year term upon
notice to the City of its intention to renew given in writing not less than
sixty (60) days prior to the end of the preceding term, provided however,
that the rental fees and charges for such five-year period shall be Subject
to readjustment.
• ARTICLE 2 - PREMISES
Section 2.01 - Leased Premises. Trustee and City hereby grant
and let to Sublessee those certain premises and facilities in the Terminal
Building comprising an area of approximately 4,618 square feet as shown on
Exhibit "A". Said space is herein referred to as "Leased.Premises".
Section 2.02, - Description of Privileges, Uses and Rights.
Sublessee shall have, in the present terminal building and any contiguous
addition thereto, the following privileges, uses and rights:
A. Trustee and City hereby grant and confer upon Sublessee the
exclusive right and.privilege, throughout the term of this Lease, and any
extensions thereof, to operate a food and beverage business, to prepare,
serve and sell or otherwise make available food and beverage (alcoholic
beverage and non-alcoholic beverage) for public sale and/or service;
provided however, that this said exclusive right does not extend to private
club facilities If any in the said terminal building, or to free
promotional activities of the air carriers. In no way shall this right be
construed as granting any rights to any food and beverage business at any
motels or elsewhere on the Airport.
So long as this Lease remains in full force and effect, the City
shall not authorize or permit any other person, firm, corporation or entity
to operate and conduct, either directly or indirectly, in the present
Terminal Building, or any contiguous addition thereto, a restaurant, coffee
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shop, dining room, banquet room, or cocktail lounge or any other facility
related or incidental thereto.
B. Sublessee shall have the non-exclusive right in the public
areas in the Terminal Building to install and operated vending machines for
food and non-alcoholic beverages only. The number, type and location of
such machines shall be subject to the prior written approval of the City's
Airport Manager.
C. Sublessee's rights, privileges, and uses of the leased
premises as shown on Exhibit "A" shall be conditioned upon and subject to
City having first priority on the use of the area designated as "Conference
Room", said conference room being that room located to the northwest corner
of the renovated baggage claim area adjacent to the lounge and comprising
approximately 468 square feet of floor space. Sublessee shall, at all
times, coordinate its use of said conference room through the office of the
Airport Manager.
Section 2.03 - Signs. Sublessee shall have the right to install
or cause to be installed and operate appropriate signs in the Terminal
Building to identify the said restaurant and cocktail lounge. The cost of
such installation and operation shall be borne by Sublessee. Sublessee
shall not erect, install, operate nor cause nor permit to be erected,
installed or operated in or upon the premises herein, the Terminal
Building, or any other location at Corpus Christi International Airport,
any sign or other similar device without first having obtained the City's
written consent thereto, which consent shall not unreasonably be withheld.
Section 2.04 - Ingress and Egress. Subject to regulations
governing the use of the Airport, the City grants to Sublessee the right to
use, in common with others authorized to do so, the waiting. rooms,
hallways, rest rooms and other passenger conveniences in said Terminal
Building for Sublessee's employees, patrons, guests, invitees, suppliers of
materials and furnishers of service, its or their equipment, vehicles and
other property, without discriminatory charge to said Sublessee, its
employees, guests, invitees, suppliers of materials and furnishers of
service.
Section 2.05 - Conflicts. In the event of any conflict between
Sublessee and any other Lessee, or concessionaire at the Airport as to
items and merchandise to be sold by the respective concessionaires or
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Lessees, Sublessee agrees to be bound by the decision of the City's Airport
Manager with respect thereto so long as such decision is not unreasonable.
ARTICLE 3 - RENTAL AND OTHER PAYMENTS
Section 3.01 - Percentage Rentals. Sublessee agrees to pay rent
under this Lease in a sum to be determined by applying the following
percentages to its gross receipts as defined in Section 3.04, for each of
the specified categories:
Category Percentage Rent
1. On gross receipts derived each month 1st 5 yrs. 2nd 5 yrs.
from all food and non-alcoholic 8.5% 9.0%
beverages (including vending machines
belonging to Sublessee, but not vending
machines referred to in 3 below)
2. On gross receipts derived each month 1st 5 yrs. 2nd 5 yrs.
from all alcoholic beverages 10% 11%
3. On commissions derived each month
from Sublessee's operation of vending
machines not belonging to Sublessee
50%
Section 3.02 - Minimum Annual Guarantees.
A. During the term of this Agreement, Sublessee shall pay to the
City a basic minimum annual guarantee of $60,000.00 for each twelve-month
period beginning with the effective date of this Agreement:
B. Should this Lease be terminated for any cause on any date
other than those specified for the computation of said minimum annual
guarantee, said guarantee shall be prorated for the period of time from the
preceding anniversary date to the date of termination.
Section 3.03 - Time of Payments. The percentage rentals under
Section 3.01 herein shall be due and payable to the City on or before the
15th day of each calendar month for the preceding month. Annual
adjustments for any deficiency between the total monthly percentage rental
paid to the City for any operating year, and the minimum guaranteed rental
for the twelve-month period involved shall be paid within thirty (30) days
after the close of such operating year. Settlement for any deficiency
between the guaranteed annual- rental and the aggregate monthly payments
made by Sublessee during a period of less than one (1) complete operating
year, shall be paid to the City within thirty (30) days following the end
of such period.
Section 3.04 - Records and Reports of Sublessee. Sublessee
shall, with respect to business done by it under this Lease, keep true and
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accurate accounts, records, books and data, which shall show all the gross
receipts of said business.
The term "gross receipts", as used herein, shall be'construed to
mean, for all purposes hereof, the aggregate amount of all sales made and
services performed for cash, or credit or otherwise, of every kind, name
and nature, regardless of when or whether paid for or not, together with
the aggregate amount of all exchanges of goods, wares, merchandise and
services for like property, or services, at the selling price thereof, as
if the same had been sold for cash or the fair and reasonable value
thereof, whichever is the greater. Provided, however, that the term "gross
receipts" as used herein, shall not be construed to include: (1) meals or
services furnished to officers and employees of Sublessee; (2) meals
furnished by Sublessee on a complimentary basis; (3) all taxes (including
sales taxes and other similar taxes or impositions imposed on or by reason
of sales or charges) where billed to the customer by Sublessee as a
separate item, or is included in the bar sales price at point of sale, but
divided between sales and sales tax when recorded on Sublessee's records;
(4) commissions derived from Sublessee's operation of vending machines not
belonging to Sublessee.
Sublessee shall, on or before the 15th day of each and every
month, during the term hereof, submit to the City a detailed statement
showing the gross receipts hereunder for the preceding calendar month.
These reports shall show such reasonable detail and breakdowns as may be
required by the City.
Section 3.05 - Inspection and Audit of Records of Sublessee. The
City and its agents shall have the right at all reasonable times, to
inspect and audit such books, records, cash registers and other data
relating to Lessee's business hereunder as may be required in the judgment
of the City, or its auditors, to confirm the gross receipts as defined
herein.
Section 3.06 - Taxes. Sublessee.agrees to pay all lawful taxes
and assesFents which, during the term hereof, or any extension as provided
for herein, may become a lien or may be levied by the State, County, City,
or any Other tax levying body, upon the Leased Premises herein, or upon any
taxable interest by Sublessee acquired in this Lease Agreement, or any
taxable possessory right which Sublessee may have in or to the premises or
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facilities hereby leased, or the improvements thereon, by reason of its
occupancy thereof, or otherwise, as well as all taxes on taxable property,
real, or personal, owned by Sublessee in or about said premises. Upon
making such payments, Sublessee shall give to the City a copy of the
receipts and vouchers showing such payment. Provided, that the Sublessee
shall not be deemed to be in default of its obligations under this
Agreement for failure to pay taxes pending the outcome of any proceedings
instituted to determine the validity of such taxes.
ARTICLE 4 - SUBLESSEES OBLIGATIONS
Section 4.01 - Furnish and Equipment Installations.
A. In addition to the leasehold improvements, furniture,
furnishings, fixtures and equipment now existing, Sublessee agrees to
provide at its cost and expense all leasehold improvements, furniture,
furnishings, fixtures and equipment as specified in Section 4.02 hereof,
necessary to operate the food and beverage business at the Terminal
Building for the term of this Agreement, and any extensions thereof. Any
such additional leasehold improvements, furniture, furnishings, fixtures
and equipment shall be installed only after obtaining the City's prior
written approval.
B.- Sublessee further agrees to provide at its cost and expense,
all expendable equipment (such as glasses, silverware, guest supplies,
linen, kitchen equipment and utensils, etc.), and other necessary equipment
and stores.
Section 4.02 - Refurbishings and Re-equipping. Sublessee agrees
that Sublessee will invest approximately $225,000.00 (+10%) in and upon the
Leased Premises for the following purposes:
A. The necessary re-equipping, interior finishing and
refurnishing in present restaurant/lounge facilities (see Exhibit "B" for
detail).
B. The necessary equipping, interior finishing and furnishing
of the new Cocktail Lounge, (Old Baggage Claim area see Exhibit "B" for
detail).
C. Sublessee agrees that the necessary equipping, re-equipping,
interior furnishing, furnishing, refurnishing, and other required
installations, renovations and refurbishings specified in Section 4.02 A &
B shall be accomplished prior to the first anniversary of said agreement.
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D. Sublessee agrees to obtain the City's approval, which
approval will not unreasonably be withheld, of its equipping, furnishing
and decoration plans prior to commencing work. The City's approval shall
be given not later than thirty (30) days after Sublessees submission of
Plans and Specifications referred to in Section 4.03 hereof. Sublessee
shall cause the equipment and furnishings as set forth in Exhibit "B" to be
installed and ready for operation within thirty (30) days after completion
of construction and renovations and beneficial occupancy by Sublessee is
accomplished for each portion of the project, unless delayed by events or
matters beyond the reasonable control of the Sublessee.
E. Sublessee agrees to maintain and replace, if required, old
furnishings, fixtures, floor covering, decor and trade equipment in
condition commensurate with the requirements of Sections 6.02, 6.04, 4.06,
reasonable wear and tear excepted.
Section 4.03 - Plans and Specifications.
A. Within a reasonable time after the execution of this Lease,
Sublessee shall submit to the City preliminary plans and specifications,
layout and architectural rendering required under Section 4.02 and B. Such
preliminary plans and specifications shall also include Sublessee's
estimated costs for each portion of the project. At the time of approval
of final plans and specifications, the scope of the project shall be agreed
upon by the City and Sublessee. All phases of the project shall be
accomplished with a minimum of dislocation to the food and beverage service
to the public.
B. Following installation of equipment furnishings and
renovations, the Sublessee as set forth in Section 4.02 hereof, shall make
no major alterations without obtaining the City's written approval in
advance thereof, which approval will not unreasonably be withheld.
Section 4.04 - Refurnishing and Re-equipping Costs. Upon
completion of the installation of new furnishings, fixtures and equipment
as required under Section 4.02, under the plans and specifications approved
by the City, Sublessee shall file with the City a statement of final cost,
together with copies of paid invoices for labor and materials used therein,
and also, including consultant and design fees. At the time of submitting
said statement of final cost, Sublessee shall submit an inventory by
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'
category showing leasehold improvements in one category and furniture,
furnishings, fixtures and equipment in a second category.
Section 4.05 - Title to Improvements. Title to all improvements
constructed installed on or attached to the premises shall pass to the City
at the time of installation or construction. Title to all trade fixtures
and equipment and all expendable equipment furnished by Sublessee
hereunder, shall at all times during the term of this Agreement remain in
Sublessee.
Section 4.06 - Maintenance of Premises. Except for structural
maintenance of the Leased Premises, and exterior window washing, and other
maintenance services to be performed by the City as provided in ARticle 5,
Sublessee shall be obligated without cost to the City, to maintain the
Leased Premises, and every part thereof, in good order, ,repair and safe
condition. Sublessee shall maintain and repair all improvements on the
Leased Premises, including furnishings, fixtures and equipment, whether
installed by Sublessee or otherwise. All such maintenance, repairs and
replacements shall be of a quality in materials and workmanship equal to
the original.
The City or its authorized agents, may, at all reasonable times
without notice, enter upon the Leased Premises to determine if maintenance
satisfactory to the City is being performed. Should said maintenance not
meet the reasonable standards of the City, the City will so notify
Sublessee in writing. If said maintenance is not performed by Sublessee
within a reasonable time after receipt of written notice, the City or its
agents, shall have the right, but not the obligation, to enter upon the
Leased Premises and perform the maintenance and charge the cost thereof to
the Sublessee.
Section 4.07 - Trash, Garbage, Etc. The Sublessee shall provide
a complete and proper arrangement for the adequate sanitary handling and
disposal, away from the Airport, of all trash, garbage and other refuse
caused as a result of the operation of its business. The Sublessee shall
provide and use suitable covered metal receptacles for all garbage, trash
and other refuse on or in connection with the Leased Premises. Piling of
boxes, cartons, barrels or other similar items, in an unsightly or unsafe
manner, on or about the Leased Premises is forbidden.
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Section 4.08 - Laws, Ordinances, Etc. The Sublessee shall
observe and obey all the laws, ordinances, regulations and rules of the
Federal, State, County and City governments, which may be applicable to its
operations at the Airport.
Section 4.09 - Operation Costs. The Sublessee shall bear at its
own expense all costs of operating hereunder, and shall pay, in addition to
rental, all other costs connected with the use of the Leased Premises,
facilities, rights and privileges granted, including, but not limiting the
generality hereof, maintenance (except building structure and outside walls
and roof) insurance, water, electricity, gas, any and all taxes, janitor
service and supplies, and shall pay for all permits and licenses required
by law.
Section 4.10 - Public Address System. The Sublessee shall permit
the installation in the Leased Premises of the Airport a public address
system, and the reception within the Leased Premises of flight
announcements and other information broadcast over that system.
Section 4.11 - Rules and Regulations. The City shall have the
right to adopt and shall adopt and enforce reasonable rules and regulations
with respect to the use of the Airport, Terminal Building, and related
facilities which Sublessee agrees to observe and obey.
Section 4.12 - Inspection. Sublessee shall allow the City's
authorized representative access to the premises leased exclusively to
Sublessee, at all reasonable hours, for the purpose of examining and
inspecting said premises for purposes necessary, incidental to or connected
with the performance of its obligations hereunder, or in the exercise of
its governmental functions.
ARTICLE 5 - THE CITY'S OBLIGATIONS
Section 5.01 - Maintenance, Facilities and Services. The City
will maintain the structure of the Leased Premises, Terminal Building, the
roof and outer walls. Exterior window washing will be provided by the
City.
Section 5.02 Metering. The City will provide for metering
water, electricity and gas. The Sublessee shall pay directly to the City
for such services, at the regular rate established by the CIty, in addition
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to the rentals herein provided. It is agreed that the rate shall not
exceed published rates of the utility company for equivalent utility
consumption at this location.
ARTICLE 6 - SERVICES TO BE PERFORMED BY SUBLESSEE
Section 6.01 - Hours of Operation. The Sublessee shall serve to
the public in the various units made available for its use at least during
the following hours:
Restaurant Sixteen (16) hours per day, seven (7) days per
week from 6:00 a.m. to 10:00 p.m. and such other
hours as may be warranted by public demand.
Cocktail Lounge Seven (7) days per week, between 11:00 a.m. and
11:00 p.m. and such other hours as may be
warranted by public demand, subject at all times
to applicable State law.
The hours of operation set forth above may be adjusted by the City in its
reasonable discretion as required by public demand.
Section 6.02 - Type of Operation. The Sublessee shall maintain
and operate the Leased Premises in a first 'class manner, and shall keep the
Leased Premises in a safe, clean, orderly and inviting condition at all .
times satisfactory to the City in its reasonable discretion. All food,
drinks, beverages, confections and other items sold or kept for sale under
the lease shall be of high quality, wholesome and pure, and must conform in
all respects to Federal, State and City food laws, ordinances and
regulations. The Sublessee shall maintain said restaurant to the highest
standards. The Sublessee shall maintain a State liquor dispensing license
so long as liquor dispensing is allowed in the State of Texas. All food
and other merchandise kept for sale shall be subject to inspection by the
City at all reasonable times. The service shall be prompt, clean,
courteous and efficient.
Section 6.03 - Personnel. The Sublessee shall at all 'times
retain an active, qualified, competent and experienced manager at the
Airport to supervise the leased operations, and be authorized to represent
and act for the Sublessee. Should the City have any objection to
Sublessee's employees and such objections are conveyed to Sublessee in
writing, then Sublessee and the City shall confer in an attempt to satisfy
such objection.
The Sublessee's employees shall be uniformed, clean, courteous,
efficient and neat in appearance. The Sublessee shall not employ any
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person or persons in or about the Leased Premises who shall use improper
language, or act in a loud or boisterous or otherwise improper manner. The
Sublessee agrees to dispense with the services of any employee whose
conduct the City, in its reasonable discretion, feels is detrimental to the
best interests of the City.
Section 6.04 - quality and Price Control.
A. In entering into this Agreement, the City has foremost in
mind providing the public and the air traveler with food and beverage
services of high quality. To accomplish this, Sublessee shall serve and
dispense high quality foods with adequate portions and at prices comparable
to those maintained at other top quality restaurants in the City of Corpus
Christi, Texas. The quality, quantity and price schedules of food and
beverage items shall be determined by the Sublessee after consultation with
the City, and Sublessee shall attempt to satisfy every reasonable request
of the City.
B. At any time the Sublessee's prices, quantities or quality
are not comparable with the top quality restaurants in thi City of Corpus
Christi, then, within a reasonable time after receipt of written notice
thereof by the City, Sublessee shall correct, rectify or modify its price,
quality or quantity schedules accordingly.
C. The City shall have the right at all reasonable times to
inspect Sublessee's records, to verify the quality of food and beverages
being sold by Sublessee.
ARTICLE 7 - CANCELLATION
Section 7.01 - Cancellation by Sublessee. This Agreement shall
be subject to cancellation by the Sublessee in the event of any one or more
of the following events should occur:
1. The permanent abandonment of the Airport as an air terminal.
2. The lawful assumption by the United States Government or any
authorized agency thereof, of the operation, control or use of the Airport,
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or any substantial part or parts thereof, in such a manner as substantially
to restrict the Sublessee for a period of at least ninety (90) days, from
operating thereon.
3. Issuance by any court of competent jurisdiction of an injunction
in any way preventing or restraining the use of the Airport, and the
remaining in force of such an injunction for a period of at least ninety
(90) days.
4. The default by the City in the performance of any covenant or
Agreement herein required to be performed by the City, and the failure of
the City to remedy such default for a period of sixty (60) days after
receipt from Sublessee of written notice to remedy the same, which event
shall impose the provisions of Section 7.03.
Section 7.02 - Cancellation by Trustee or City.
A. In the event that (a) Sublessee shall commit a material
breach of any other term, condition or covenant contained herein, and shall
fail to cure same within thirty (30) days after receipt of written notice
from Trustee or City so to do, (b) Sublessee shall make an assignment for
the benefit of creditors, or (c) if a proceeding in bankruptcy,
receivership or insolvency, of any nature, shall be instituted by or
against Sublessee, then the City may, at its option cancel this Lease by
complying with Section 7.03 hereof as a condition of such cancellation.
B. Section 7.02 notwithstanding, the City shall be entitled to
cancel this Lease in its discretion (based upon reasonable cause) upon the
giving of written notice to Sublessee, subject to the City complying with
Section 7.03 hereof as a condition of such cancellation. The City shall
specify in its written notice of cancellation the reasons for said
cancellation, including the defaults, breaches, lack of service, omissions
or remissions leading thereto. Thereafter, the Sublessee shall have a
period of forty-five (45) day period, the City shall so notify the
Sublessee, in writing, and this Lease shall then be cancelled effective
ninety (90) days thereafter. The decision of the City as to whether or not
said defaults have been cured within the forty-five (45) day period, shall
not be made arbitrarily or capriciously.
Section 7.03 - Reimbursement Upon Cancellation. Upon
cancellation of this Lease Agreement by the City pursuant to Section 7.02,
or by Sublessee pursuant to Section 7.01 (4), the City shall promptly
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reimburse Sublessee, in full, less any amounts due the City from Sublessee,
for the unamortized value of all leasehold improvements installed under
Sections 4.02 and 4.03, the depreciated value of the'furniture, furnishing,
fixtures and equipment as set forth in Sections 4.02, 4.03 and 4.04, and
under the Lease, in use upon the Leased Premises at date possession is
given the City. Payment of amounts so computed shall be made by the City
or the City shall guarantee Sublessee of such payment by establishing an
obligation for such payment as a prerequisite in any contract or lease for
the operation of the Leased Premises, and facilities by any tenant other
than Sublessee. Upon such payment by the City, title to said furniture,
furnishings, fixtures and equipment shall vest in the City, and Sublessee
shall have no further rights or title to the leasehold improvements, or to
said furniture, furnishings, fixtures and equipment.
Section 7.04 - Amortization and Depreciation. Sublessee shall
provide the City annually with a copy of its amortization and depreciation
schedules pertaining to the leasehold improvements, and to the furniture,
furnishing, fixtures and equipment as set forth in Sections 4.01, 4.02,
4.03, and 4.04. Such schedule shall be certified by an officer of
Sublessee as being a true and accurate statement of the amortization and
depreciation claimed by Sublessee for said leasehold improvements,
furniture, furnishings, fixtures and equipment for accounting reporting
purposes. For the purposes of ascertaining unamortized or undepreciated
values under Section 7.03, the values of leasehold improvements, furniture,
furnishings, fixtures and equipment shall be computed in the same manner as
Sublessee has used for accounting reporting purposes, or shall be computed
on a ten (10) year straight line basi, whichever accomplishes the greater
amortization or depreciation.
Section 7.05 - Expendable Equipment and Personal Property. Upon
cancellation of this Lease Agreement, pursuant to Section 7.02 hereof, and
subsequent surrender of the Leased Premises to the City on a date to be
established by the City, Sublessee shall remove its expendable equipment,
and stores within a reasonable time thereafter.
ARTICLE 8 - INSURANCE, INDEMNITY
AND DAMAGE TO PREMISES
If Sublessees Leased Premises (which term includes onlythe
floors, bare walls and finished ceilings of the area in the Terminal
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Building) are partially damaged by fire, explosion, the elements, the
public enemy or other casualty not attributable to Sublessee or its
employees, but not rendered untenantable, the same shall be repaired with
due diligence by the City at its own cost and expense, and the minimum
annual guaranteed rent payable herein shall be proportionately paid up to
the time of such damage, shall cease until such time as the Premises are
fully restored, and shall then be proportionately reinstated. In the event
the said Leased Premises are completely destroyed by fire, explosion, the
elements, the public enemy or other casualty, or so damaged that they will
remain untenantable for more than thirty (30) days, the City shall be under
no obligation to repair and reconstruct the premises and rent payable
hereunder shall be proportionately paid up to the time of such damage or
destruction, and shall thenceforth cease until such time as the Leased
Premises may be fully restored. If, within twelve (12) months after the
time of such damage or destruction, said Leased Premises shall not have
been repaired or reconstructed, Sublessee may give the City written notice
of its intention to cancel the Agreement in its entirety as of the date of
such damage or destruction.
The Sublessee and the City expressly waive all rights and claims
they may have against the other, their subsidiaries and affiliates for loss
or damage arising or resulting from the occupancy of the Leased Premises,
and the operations conducted therein and thereabouts caused by fire or
other perils insured under standard form Fire Insurance Policies, with
extended coverage endorsements, regardless of the cause of such damage,
including damages resulting from the negligence of the Sublessee or the
City, their agents, servants, employees or invitees.
Section 8.02 - Fire and Extended Coverage Insurance. Sublessee
shall procure and keep in force fire and extended coverage insurance upon
its leasehold improvements, furniture, furnishings, fixtures and equipment
to the full insurable value thereof, and shall furnish the City with
evidence that such coverage has been procured and is being maintained in
full force and effect.
Section 8.03 - Indemnity. Sublessee agrees fully to indemnify
and save and hold harmless the City, their agents and employees, and
elected and appointed officials from and against all claims and actions,
upon or arising out of damages or injuries to third persons or their
14
property arising from the Sublessee's negligence, use or occupancy of the
Leased Premises; provided further, that the City shall give to Sublessee
prompt and reasonable notice of any such claim or actions, and Sublessee
shall have the right to investigate, compromise or deFend same.
Sublessee shall maintain with insurance underwriters satisfactory
to the City a standard form policy or policies of insurance in such amounts
as mutually agreed upon to protect both Sublessee and the City against
public liability, products liability, property damage and automobile
liability. Sublessee shall promptly, after the execution of this
Agreement, furnish such policy or policies, or appropriate certificates of
insurance providing coverage in the amount of five hundred thousand dollars
($500,000.00) Combined Single Limit for Public Liability, Products
Liability, Personal Injuries or Death, Property Damage and Automobile
Liability. Such certificate or policies of insurance shall not be
cancelled without prior thirty (30) days written notice to the City.
Sublessee shall furnish a certificate from the insurance carrier or
carriers showing such insurance to be in full force and effect during the
term of this contract, or shall deposit copies of the policies which give
this coverage with the City, their elected and appointed officials, agents
and employees, shall be named as additional insured under such policy or
policies.
ARTICLE 9 - GENERAL PROVISIONS
Section 9.01 - Assignment and Subletting. Sublessee shall not
assign, transfer or sublease, pledge, hypothecate, surrender or otherwise
encumber or dispose of this Lease, or any estate created by this Lease, or
any interest in any portion of this Lease, or any estate created by this
Lease, or any interest in any portion of the same, or permit any other
person or persons, company or corporation, to occupy the premises without
the written consent of the City being first obtained. Said consent shall
not be arbitrarily or capriciously withheld.
Section 9.02 - Redelivery. Sublessee will make no unlawful or
offensive use of the Leased Premises and will, at the expiration of the
term hereof, or upon any sooner cancellation thereof, without notice, quit
and deliver up said Leased Premises to the City and those having its estate
in the Leased Premises, peaceably, quietly and in as good order and
condition, reasonable use and wear thereof excepted.
15
Section 9.03 - Holding Over. In the event Sublessee shall hold
over and remain in possession of the Leased Premises after the expiration
of this Lease Agreement, without any written renewal thereof, such hold
over shall not be deemed to operate as a renewal or extension of this Lease
Agreement, but shall only create a tenancy from month-to-month which may be
terminated at any time on thirty (30) days written notice by the City or
Sublessee.
Section 9.04 - Option to Purchase Furniture, Etc. Upon the
expiration of the term hereof, Sublessee agrees to sell any or all of
Sublessee's furniture, furnishings, fixtures and equipment in use upon the
Leased Premises at date of expiration, should the City notify Sublessee in
writing not less than thirty (30) days before such expiration date that the
City desire to purchase any or all of said furniture, furnishings, fixtures
and equipment. In the event the City exercises its options to purchase any
or all of said furniture, furnishings, fixtures and equipment, it is agreed
that the purchase price thereof shall be the fair market value thereof as
of the expiration date. Payment of said purchase price shall be made by
the City within thirty (30) days after agreement or determination of fair
market value.
In the event the parties cannot agree upon the fair market value
within said thirty (30) day period, the fair market value shall be
determined by arbitration. Each party shall appoint one arbitrator, and
the two arbitrators so appointed, shall appoint a third arbitrator. The
decision of a majority of the three arbitrators shall be binding upon the
parties.
Section 9.05 - AttorneysFees. In the event any action or suit
or proceeding is brought to collect the rent due or to become due
hereunder, or any portion thereof, or to take possession of said premises,
or to enforce compliance with this AgreeMent, or for failure to observe any
of the covenants of this Agreement, Sublessee agrees to pay the City such
sum as the Court may adjudge reasonable as attorneys' fees to be allowed in
said suit, action or proceeding, or in the event of an appeal as allowed by
the Appellate Court, provided that a judgment is rendered in favor of the
City.
Section 9.06 - Non -Waiver. Any waiver of any breach of covenants
herein contained to be kept and performed by either party hereto shall not
16
be deemed or considered as a continuing waiver, and shall not operate to
bar or prevent the other party hereto from declaring a forfeiture,
termination or cancellation for any succeeding breach, either of the same
condition or covenant or otherwise. Acceptance or payment of rental shall
not be deemed a waiver.
Section 9.07 - Force Mejure. Neither Sublessee nor the City
shall be held in default under this Lease Agreement for failure of
performance hereunder, provided that such failure is due to strikes, riots,
insurrections, fire, war, acts of God, inability to obtain labor,
machinery, material or merchandise or for any cause beyond a reasonable
control, provided every reasonable effort has been made to perform as
required herein.
Section 9.08 - Nondiscrimination. Pursuant to Title VI of the
Civil Rights Act of 1964, and by Part 15 of the Federal Aviation
Regulations, Sublessee agrees it will not on the grounds of sex, race,
color or national origin, discriminate or permit discrimination against any
person or group of persons in any manner prohibited by Part 15 o the
Federal Aviation Regulations.
The City reserves the right to take such action as the United
States may direct to enforce the provisions of this covenant.
Section 9.09 - Sponsor's Assurances. This Agreement shall be
subject to the terms of any Sponsor's Assurances Agreements between the
City and the Federal Aviation Administration.
Section 9.10 - Headings. The Article and Section headings
contained herein are for convenience in reference, and are not intended to
define or limit the scope of any provisions of this Agreement.
Section 9.11 - Notices. All notices required under this Lease
shall be deemed to be properly served if sent by Certified Mail:
if to Sublessee: Hidden Harbor Associates
P. O. Box 18009
Corpus Christi, Texas 78418
if to the City: Corpus Christi International Airport
P. O. Box 9277
Corpus Christi, Texas 78408
Until hereafter changed by the parties by notice in writing, service of
such notice shall be the date such notice is deposited in a Post Office of
the United States Post Office Department, postage prepaid.
17
All written notices and demands from the City to Sublessee shall
be made by the Airport Manager of the City or by such person as he may from
time to time designate in writing to Sublessee.
Section 9.12 - Successor and Assigns Bound by Covenants. All the
covenants, stipulations and agreements in this lease shall extend to and
bind the legal representatives, successors and assigns of the respective
parties hereto.
Section 9.13 - Performance Bond. The Sublessee agrees to furnish
within thirty (30) days from the date of award by City Council a
Performance Bond in the principle amount of $300,000. This Bond shall
guarantee the performance of the construction phase of the agreement and
the annual minimum guarantee rental. After the first year and the proposed
construction and renovation is complete the principle amount may be reduced
to $60,000 which shall guarantee the payment of the concession fee and
other obligations to pay as provided hereinabove. The Bond shall be in a
form agreeable to the City Attorney and shall be kept in full force and
effect during the term hereof.
Section 9.14 - Entire Agreement. This Agreement, together with
all exhibits attached hereto, constitutes the entire agreement between the
parties hereto and all other representatives of statement heretofore made,
verbal or written, are merged herein and this Agreement may be amended only
in writing, and executed by duly authorized representatives of the parties
hereto.
Section 9.15 - Parties to Sublease Agreement. The Lessee herein,
the First City Bank of Corpus Christi, Trustee, is the Sublessor of the
premises herein leased. The City of Corpus Christi legally leased said
premises to the Lessee herein after securing the approval of the qualified
voters of the City of Corpus Christi at an election held on August 29,
1959. Under the Lease between the City and the Sublessee herein, the City
retained the right to approve of all Subleases and assignments and to
approve of the terms and conditions contained in said Subleases and
assignments. This Agreement is therefore a Sublease of the above described
premises from First City Bank of Corpus Christi, Trustee, to the Sublessee
herein and the City of Corpus Christi agrees that in the event of a
judicial determination that this Sublease Agreement was entered into
contrary to law, or that the Lease from the City to the Lessee herein was
18
entered into contrary to law, then the City agrees to take whatever
reasonably necessary steps may be required to provide the Sublessee herein
with a good and valid Lease or assignment of the space hereinabove
described. It is understood, however that this Sublease and Agreement must
be accepted by the City, in writing noted herein, before the City is bound
by any of the terms or conditions set forth herein.
EXECUTED IN TRIPLICATE on this the day of
1982,
ATTEST: SUBLESSEE: HIDDEN HARBOR
By
Secretary Partner
ATTEST: FIRST CITY BANK OF CORPUS CHRISTI
TRUSTEE (LESSEE)
By
Secretary Joseph Smykel
ATTEST: ACCEPTED AND APPROVED:
CITY OF CORPUS CHRISTI (LESSOR)
By
City Secretary Edward A. Martin, City Manager
APPROVED:
By
DAY OF , 1982:
City Attorney
19
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SCHEDULE "B"
Hidden Harbor Lounge
Corpus Christi International Airport
Scope of work to be undertaken by Hidden Harbor Associates:
1. Develqp and execute a complete graphics program including
signage etc.
2. Constructing a connecting walkway tunnel from the Terminal
to old baggage claim area.
3. Provide landscaping for Atrium
4. Rework existing lighting and add lighting fixtures as required.
5. Construct all storage rocas and meeting roam, as per preliminary
plans.
6. Provide airconditioning for existing old baggage claim area.
7. Construct perimeter walls to enclose and weatherproof baggage
claim area.
8. Provide plumbing and electrical for new bar, as required on exist-
ing preliminary plan.
9. Construct bar as per preliminary plan.
10. Provide finished walls, including decorative items, and ceiling treatment.
11. Provide tables, chairs, bar stools.
12. Provide under counter bar equipment, cooler and ice machines, as
per preliminary plans.
13. Provide finish floor coverings, as required by each area.
14. Provide accessories as selected by the Interior Designer.
15. Provide meeting roan furniture as required.
16. Provide all expendable items as required to operate the lounge
and meeting room.
Items not included in the scope of work by Hidden Harbor Associates:
1. Removal of existing old baggage conveyor belt in claim area.
SCHEDULE "B"
Page TWO
Pier House Restaurant
Corpus Christi International Airport
Scope of work to be undertaken by Hidden Harbor Associates.
1. Develop and execute a complete graphics program, including
signage, menus etc.
2. Provide finish floor coverings, as required by each area.
3. Construct new partitions as reflected on preliminary plans.
4. Rework existing restaurant entry as per preliminary plans.
5. Remove existing sit down counter and replace with new buffeteria
line.
6. Provide new window treatments.
7. Provide all expendable items as required to operate the restaurant.
8. Provide new furniture and rework some existing furniture, as re-
quired to execute preliminary plan.
9. Provide finished walls and decor items, as selected by the Interior
Designer, ad ceiling treatment.
10. Provide chairs and tables, as per preliminary plan.
11. Provide accessories, as selected by Interior Designer.
12. Rework existing restrocms in restaurant.
That the foregoing ordinance w s read for
second reading on this the day of
following vote:
Luther Jones
Betty N. Turner
Jack K. Dumphy
Bob Gulley
Herbert L. Hawkins,
Jr.
Dr. Charles W. Kennedy
Cliff Zarsky
That the foregoing -ordinance was read for d passed to its -
third reading on this the 32 day of 2- , by the
following vote:
first time44nd passed to its
1926;2-• , by the
Luther Jones
Betty N. Turner
Jack_K: Dumphy
Bob Gulley
Herbert L. Hawkins, Jr.
-Dr. Charles.W. Kennedy
Cliff-ZarskY-
That the foregoing ordinance was ead for the third time and passed finalTy
on this the '2 day of , 15%9 , by the following vote:
Luther Jones
Betty N. Turner
Jack K. Dumphy
Bob Gulley
Herbert L. Hawkins, Jr.
Dr. Charles W. Kennedy
Cliff Zarsky
PASSED AND APPROVED, this the
day of
ATTEST:
C' y Secretary
ri°41;Ay OF
, 19
J. BRUCE AYCOCK, CITY ATTORN Y
By //5114-.
, 19
MAYO
THE TY OF CORPUS CHRISTI, TEXAS
1_7114.
CITY OF CORPUS CHRISTI.
DISCLOSURE OF OWNERSHIP INTERESTS
City of Corpus Christi Ordinance ( ) requires all persons (APPLICANT)
seeking to do business with the City to provide the following information
with their proposal. Every question must be answered. If the question is
not applicable, answer with "NA".
APPLICANT NAME 14 ihDEA1 g_ogeot Asse) (Q4#27E-.7,-s"
APPLICANT ADDRESS R(0 , 0 V 8OC (II) ef2 us oid_ea-ii 7g7(11
APPLICANT is 1. Corporation ( ) 2. Partnership 3. Sole Owner ( )
4. Association ( ) 5. Other ( )
Please answer the following questions on a separate attached sheet if
necessary.
SECTION 1 - CORPORATION
la. Names and addresses of all Officers and Directois of Corporation.
01-
• lb. Names and addresses of all shareholders of the Corporation owning shares
to or in excess of 3% of the proportionate ownership interest and the
percentage of each shareholder's interest. (Note: Corporations which
submit S.E.C. form 10K may substitute that statement for the material
required herein.)
g -
SECTION 2 -PA..22SIPI/ASSOCIATION/JOINT VENTURE
2a. The name, address, and percentage of interest of each partner whose '
interest therein, whether limited or general, is equal to or in excess
of 3%.
—it-(t)kos i. [144.g• tCc335/ gl0Fai Qe. TY, 7isze
UL slt-tf 14,E,3o7-1-4 ovirgousE RA 33*I
ktql.P4 4g. /4 le lk../ 0-1111,71- clq /3ov-----02071
2b. Association::: The name and address of all officers, directors, and
other members with 3% or greater interest.
-
Ft
SECTION 3 - ALL APPLICANTS - ADDITIONAL DISCLOSURE
3a. Specify which, if any, interest disclosed in Section 1 or 2 are being
held by agent or trustee and give the name and address of principal
AND/OR by a trust and give the trust number, institution, name and
address of trustee or estate administrator, and name, address, and
percentage of interest in total entity.
36. If any interest named in Section 1 or 2 is being held by a "holding"
corporation or other "holding" entity not an individual, state the
names and addresses of all parties holding more than a 3% interest in
that "holding" corporation or entity as required in 1(a), 1(b),
2(a), and 2(b).
3c. If "constructive control" of any interest named in Section 1 or 2 is
held by another party, give name and address of party with constructive
control. ("Constructive control" refers to control established through
voting trusts, proxies, or special terms of venture or partnership
agreements.),
3d. If any interest named in Section 1, 2, 3a, 3b, or 3c is being held by a
member of the City Council, an employee, or a member of a Board or
Commission appointed by the City Council of the City of Corpus Christi,
state the name, address, and whether the individual is a member of the
City Council, an employee, or a Board or Commission member.
/01
.1 have not withheld disclosure of any interest known to me. Information
provided is accurate and current.
Title:
ATTEST:
Date
)4,1-tAztA
WA/R44) al -(1.7"
Signature of Person
(/
c‘7.2.Z.Z4/-°7-}1742-e2.6
NOt/ ary Public t)
G. COMPARATO •
tiotaly vuulic, In and for Nueces Count', Texas
My Commission EXPicas 19115:
Preparing Statement
gm_
J/)/) 6oI/e/'
MOTION
moved and CZ FP Z111 iesky •
seconded the motion that the ordinance read on the first two of three
reading on June 23 and June 30, 1982, concerning lease of concession and
restaurant facilities at the Corpus Christi International Airport be
amended prior to the third and final reading as follows:
1. Amend the caption and Section 1 of the ordinance to provide
for sublease agreement between the First City Bank and Hidden Harbor
Associates and the City of Corpus Christi rather than an assignment
agreement between the First City Bank, Trustee, and Hidden Harbor
Associates.
2. That the agreement be amended by deleting the last complete
sentence in Section 6.04 - Quality and Price Control.
3. That the agreement be amended by adding Seftion 9.15 -
Parties to Sublease Agreement.
PASSED 7- 7- P.2—
STATE OF TEXAS,
County of Nuece.s.
bi..1;,..„.....,..L...:_.„...u... .........:_,.......L_ ,,,....,..;;___Ii
-...., ,.._. #v393103
'D.
PUBLISHER'S AFFIDAVITT - CITY OF C.
_
----, ---,_
}Ss:
Before me, the undersigned, a Notary Public, this day personally came
LORRAINE MARTINEZ , who being first duly sworn, according to law, says that he is the
ACCOUNTING CLERK of the Corpus Christi Caller and The Corpus Christi Times,
Daily Newspapers published at Corpus Christi, Texas, in said County and State, and that the publication of
NOTICE OF PASSAGE OF ORDINANCE ON SECOND READING,...
THE CORPUS CHRISTI CALLER -TIMES
of which the annexed is a true copy, was published in
5th
on the. day of JULY 19 8.and once each day thereaftrr for Ong
consecutive day
one Times.
$-
33.30
LORRAINE MARTINEZ
=MINTING CLERK
Subscribed and sworn to before me this 19th day of 19 82_
ZT VTI,Tnrr + n "P2 eeTZ&--
gyvitufitt'
PUBLISHER'S AFFIDAVIT -
#V384202
CITY OF C:C. r.
. ,
STATE OF TEXAS, ,,,,
County of Nueces. )
Before me, the undersigned, a Notary Public, this day personally came
LORRAINE MARTINEZ
, who being first duly sworn, according to law, says that he is the
///
ACCOUNTING CLERK of the Corpus Christi Caller and The Corpus Christi Times,
" Daily Newspapers published at Corpus Christi, Texas, in said County and State, and that the publication of
NOTICE OF PASSAGE OF ORDINANCE NO. 17114,...
of which the annexed is a true copy, was published in
THE CORPUS CHRISTI CALLER -TIMES.
4,
on the12th day of JULY 1982 , and once each ii.43.r thereafter for Dale
consecutive da
Dna Times.
1359.00 LORRAINE MARTINEZ‘&01/12/2- YrZES(1116.›
,
20UCOUNTING CLERK JULY 82
Subscribed and sworn to before me this day of ' 19
EUGENIA'S, CORTEZ
Notary P lic, Nueces County, Tex
=PASSAGE
'ORDINANCE ON
SECOND READI
AUTHORIZ/NG THE, CITY
MANAGER O AU:EP
AND APPROVE AN
SIGNMENT AGREEMEN
BETWEEN THE /FIR
CITY BANK (FORMERL
CORPUS CHRISTI BANK
TRUST COMPANYYr
TRUSTEE, AND HIDDEN
HARBOR ASSOCI'ATES
COVERING THE RESTA
RANT FACILITIES AVIV
CORPUS CHRISTI ItOTE
NATIONAL AIRPORT T
PROVIDE A FOOD AND L
QUOR CONCESSIONJP0
A TERM OF TEN...:YEA
WITH AN OPTION TO R
NEW FOR FIVE YcARS, 21/2
Was passed on secon.d,
reading by the City Council
of the City of Corpus Chris
Texas on the 30th day of
July, 1984 previously a
proved on first reading on
July 23, 1982. The full text
said ordinance is available to
the public In the OpIce of
City Secretary.,
Re
• City Secretary
Corpus(Chns
....;,....0•,...*--..--,—awwwwwiL _
NOTME OF PASSAGE I
1, F„ORDINANCE,}6..
.,---' NO. 17144
WOT-HORIZIRG THE
CITY, MANAGER TO AC-
CEPT •AND APPROVE A
SUM:EASE AGREEMENT
BETWEEN THE FIRST
CITY. BANK (FORMERLY
CORPUS CHRISTI BANK 8.
TRIJVT COMPANY),
TRUSTEE, HIDDEN HAR-
BOR ASSOCIATES AND
THE CITY OF CORPUS
CHRISTI, COVERING THE
RESTAURANT. FACIL-
ITIES AT THE CORPUS
CHRI .S,T I I N TE R -
PRO IDE A FOOD AND LI-
NAT,p,4AL AIRPORT TO
QUOR CONCESSION, FOR
A Tgatn OF TEN YEARS
WITHAN OPTION TO RE.
NEVVIFOR FIVE YEARS.
BE- IT ORDAINED BY
THE CITY COUNCIL OF
THE,CITY OF CORPUS
CHRISTI, TEXAS:
SECTION 1. That the City
Manager Is hereby author.
irearo accept and approve a
subiease agreement between
the,,Fusi City Bank (former-
ly •Corpus Christi Bank 8.
Trust—Company), Trustee,
Hidden - Harbor Associates
end, tee City of Corpus
Christi covering Inc food and
liquorscancession at the Cor-
pus ChNstl International Air•
porJ, tee a term of ten years
wita en -option to renew for
an aaditiona I five-year term,
all,Aacoore specifically set
forfnuta, Inc agreement, a
substantial copy of which is
attaCheq hereto and made a
part. Berepf, marked Exhibit
"A"ngh ,
:. • SUBLEASE OF
-,7119,ESTAURANT •
u'oCaa. PUS CHRISTI
n6INTERNATIONAL
.,—,AIRPORT
THE -STATE OF TEXAS )(
COUNTX OF NUECES 11
This agreement is made by
and between First City Bank
of ,Corpys Christi (formerly
known,as Corpus Christi
Bank,,k Trust Company)
herainref erred to as
"Tkusigr, Inc City of Car.
pus6Chk sti, herein referred
to as "City", and Hidden
Harl7pr,Associates, a Texas
generaispartnership, herein
referred to as "Sublessee",
WITNESSETH
Whereas Inc Trustee here-
in,• hasby agreement with
City,•through Its corporate
pre;cessor (Corpus Christi
Ban ,,e,nq Trust Company),
leg ly Cquired the right to
sublease and assign Certain
areas;ot-lease sites and por-
tionS et the Corpus Christi In-
ternational Airpert terminal
building,. Including that,por-
Va'A - VaecTenieldocrteedeWi tin rt.;
the site at Corp -1s Christi,
NuecesCounty, Texas; and
Whereas, the aforesaid
agefteMent between Trustee
an&C,11), was duly and legal-
ly approved by the qualified
voier,sq an election held on
August 9, 1959, and there-
at ter, by j Trust Agreement
dated -..4y 14; 1960, the meth-
oalpr,pfoviding leases to the
public tor portions of airport
landsond the terminal build-
ing ernlerrrts in excess of
fiveASalears without the tie-,
Cesal0541-callla8'analectiO9
for each Nese. was titus eso
StW1,1.-
Oper60.S :117.- r W
orpys•Chris
International Airportaan
deemsJt. adaantageousahat
certain portions -of the termi-
nal ,building designated for
reateorant facilities de-
scnibed,herein, together with
theoprtvileges, rights, uses
and interests incident there-
o,^as-sel out herein, be sub.
eased.dor use as a restau•
enter:coffee shop, cocktail
ounge and cither related fa-
nnies:121nd
Wheceas, It is recognized
bynthe,parties that the pre -
est facilities are inadequate
nahrequire expansion, re-
modeling and re-equipping,
net-sublesee Is desirous of
obteianfo said area and fact!.
itieSMtbvide said improve-
meols and to use and operate
sameloqhe purposes herein
serf:,
ta,lt yo?f31-1, eigopr%ml premises
as Indd•
for '5714' n consideration of
thecherges, fees, rentals,
coVehaats and agreements
contained herein, Inc parties
hereta-dd hereby agree as
olicriestn
;ARTICLE 1 -TERM
SECTION 1,01 • TERM
AND...10710N TO RENEW.
Thefaa. of this Lease will
omMence on August 1, 1982
harein"referred to as Inc
'04e -five Date"), and
shall, unless sooner termi-
nated under Inc provisions of
this Lease, terminate July
3171992:-5ublessee, if not in
default, shall have the option
to renew: this lease for one
additional five year term
uponAgtice to the City 07 51
intention to renew given In
writingonot less than sixty
c 6o r Odyr prior to the end of
Inc preceding term, pro-
vided however, that Inc rent-
al feerand charges for such
five-year period shall be sub.
ectjaseadiustment.
i,,,,t,'ARTICLE 2 •
,•••• —P,REMISES
5g criON 2.01 • LEASED
P NEWASE 5. Trustee and
ityfhereby grant and 101 10
ublease those certain prem-
ses and facilities In Inc Ter-
minal -Building comprising
n areaof a pproximaty 4,618
clUare-teet as shown on Ex-
hibil space is here -
n referred to as "Leased
Premises!';SFgr.
20?'3ECRZTICa0IV-EGE
USES AND RIGHTS. Sub-
essee shall have, in ther pre-
sent terminal building and
any con 'guous addition t
thereto, gaj011Owing privi.
eget; uSri-Ond rights:
W,,Trustee and City hereby '1
grant,and confer upon Sub-
essee.lhe exclusive right
ncth)11 ,thr:ugl tt h
ar1Loa.,.tan
xtegons thereat, to oper• 11
te'alood and beverage bust- P
esi,-16 prepare, serve and 9
sellar otherwise make avail- rf
able food and beverage (al.
cohOlic beverage end non -al- ff.il
CohoflOpeverage) for public nj 5
sale' aficf/or service: pro- 0
Acted however, that this said 0
ex/Fr, right does not ex. c
te : tivate club facilities a
If an 'the said teomlnal
building, or to free promo- t
tional activities of Inc air
carriers. In no way shall this c
right be construed as grant-
ing any rights -to any foosil
andsb verage business at
any, Tals or elseWhere-bn
the
, • -
Malgarlarla ull f reelY e:
fecTi-fhe_City shall 1101 alf;
thorlze.-Or 'permit -any oth
entity to operate and co re
personiArm, corporation
duct, either directly or for
directly, In the present Teern.:
ginntrolu'ot_gpsf,n or an
is - !OBS urant, colter:he:4'
dininrroom, banquet room'
br liekTall lounge oranyoth!
:rd. glII,yet.ada te d a r in•
1 B. Sublessee shall have th
non•exclusive right In thee
pulilic-areas in the -Terminal
Building to Install and oper-
ate vending machines for
ood and non-alcoholic ben-
erages only. The number,
ype and location of such ma-
chines shall be subject to Inc
prior written approval 01 1110
City's Airport Manager.
C. SubleSsee's rights,
privileges, and uses of the
leased premises as shown on
Exiblt "A" shall be condi-
tioned upon and subject to
City having first priority on
Inc use of- Inc area desIg•
nated as "Conference
Room", said conference
room being that room lo.
rated to the northwest cor-
ner of the renovated baggage
claim area -adjacent to the
lounge and comprising ap-
proximately 468 square feet
of floor space. Sublessee
shall, alall times, coordinate
Its use of said conference
room through Inc office of
Inc Airport Manager,
I, SECTION 2.03 • SIGNS.
Sublessee shall have the
'right to install or cause to be
Installed and operate appro-
priate signs in Inc Terminal
Building to Identify the said
estaurant and cocktail
oUnge. The cost of such in-
stallation and operation shall,
On borne by Sublessee. Sub-
lessee 511811 001 erect, Install,
)pera e nor cause nor permit
fo be erected, Installed or op -
prated In or upon the prem-
ises herein, Inc Terminal
Building, or any other lora-
hon at Corpus Christi Inter-
lational Airport, any sign or
'ther similar device without
Irst having obtained the
t:!ty's written consent there- ,
, which consent shall not
nreasonably be withheld.
i,. SECTION 2.04 • INGRESS
te,gu.lrit sA ,?.igretr, ng: ilh,e 1
AND EGRESS. Subiect to
'grants to Sublessee the right a
Ito use, in common with oth.
ers authorized to do so, the 7
waiting rooms, hallways, )
rest rooms and other passen- ?
ger conveniences in said Ter- IV
mina! Building for Sub. o
lessee's employees, patrons,
guests, invitees, supzix /0:45
materials and furn
service, its or their equip. 1
ment, vehicles and other S'
property, without discrimi-
natory charge'to said Sub- r
essee, its employees, e
guests, invitees, suppliers of I,
materials and furnishers of r
ervice. e
SECTION 205 • CON- I
FLICTS. In Inc event of any a
wild between Sublessee i
nd any other Lessee, or con- jj
essionaire at the Airport as 6
o Items and merchandise to
be sold by the respective con- '5r.
essionaires or Lessees Sub- th
lessee agrees to be bound by a
: the-decisionof.the City'a kir.' ,.
port „Manager with—respect
thereto so long as such decia
s imis.notilritaesonab
ft."' Wrraiiii cEirfrST i
OTHER PWYME N TS
SECTION 3.01 PER-
CENTAGE RENTALS 5 b
lessee agrees to pay rent u
der this Lease in a sum to
determined by applying 1
following percentages to I
gross receipts as definded
Section. 3.04, for each of t
eV, irect)eir ries.
Y- PRE
CENTAGE RENT
1. On gross Mceipts derive
each month from all food an
non-alcoholic beverages (i
cluding vending machine
belonging to Sublessee, bu
not vending machines re
ferred to in 3 below). 1st
yrs. 8.5%, 204 5 yrs. 9,0%.
2. On grass receipts derive
each month from 811 050004
ic beverages. 157 5 yrs. 109f.
2nd 5 yrs, 11%. •
3. On commissions derive
each month from Sublessee'
operation of vending ma
chines not belonging to Sub
lessee 50%
SECTION 3.02 • MIN-
IMUM ANNUAL G,yARAN,
TEES.
A. During the term of this
Agreement, Sublessee shall
pay to Inc City a basic min-
imum annual guarantee of
060,000.00 for each twelve-
month period beginning with
the effective date of this
Agreement.
B. Should this Lease be ter-
minated for any cause on
any date other than those
specified for Inc com-
putation of said minimum
annual guarArAve, said guar.
antee shall -be—prorated for
Inc period of time from the
preceding anniversary date
to Inc date of termination.
SECTION 3.03 - TIME OF
PAYMENTS The
percent-
age rentals under Section
3.01 herein shall be due d
payable to the City on or be-
, ore the 15th day of each ca I -
'ender month for the preced-
ing month. Annual
adiustments for any defi-
/paidciency b.etween Inc total
to Inc City for any oper-
monthly percentage rental
'Wing year, and the min•
Imum guaranteed rental lor
the twelve-month period In-
volved shall be paid within
thirty (30) days after the
Close of such operating year.
Settlement for any def i-
ciency between the .guaran.
eed annual rental and the
ggregate monthly pay-
ments made by Sublessee
uring a period of less than
ne (I) complete operating
ear, shall be paid to the City
ithIn thirty (30) days fol.
wing the end of such per, -
SECTION 3,04- RECORDS
ND REPORTs OF SUB-
ESSEE. Sublessee shall,
Ith respect to business done
y it under this Lease, keep
ue and accurate accounts,
cords, books and date,
hich shall show all Inc
oss receipts of said bus'.
55,
Nitsit'lfhiNfit ' , ,,, x
jaanges 'Of goods', -w resi
nerchandiie'aad,ser,vices
„ 'or like property,. or ser-
" /ices, at the selling price
14 hereof, as if the %erne haqr
ta ibenednresaolsdonfoarblca. vsahiourettirerfeaw
hiri whIcheyer fs Inc greater.
1 ,Provided, however, that Inc
term "gross receipts" as
used herelh, shall not be con-
, strued to Include: 111 meals
..," or services furnished to of-
., firers and employees of Sub.
n1 lessee: (2) meals.furnished
s, by Sublesse: oin itoci Tr,
; Faxmeser(In'adina: basis;
taxes
,i and other similes taxes or
1 IMpositions Imposed orrorby
reason of sales or,charges)
d Item, or is included In th r
- Where billed to the customer
' by Sublessee as a separate
s tffaeTeetrdigd between sales
' a_nd sales tak when recorded
' on Subleisee'a—recorde; -(41
commissions derived from
Sublessee's operation of
vending machines not be-
longing to Sublessee.
Sublessee shay, on or be-
fore the 151h day of each and
every month, during Inc
term hereof, submit to the
City a detailed statement
showing the gross receipts
hereunder for the preceding
calendar month. These re-
ports shall show such reason-
able detail and breakdowns
as may be required by the
City.
SECTION 3,05 - IN-
SPECTION AND AUDIT OF
RECORDS OF SUB-
LESSEE. The City and its
agents shall have Inc right at
all reasonable times, to in-
spect and audit such books,
records, cash reoisters and
other data relating to Les-
see's business hereunder as
may be required In the judg-
ment of the City, or its audi-
tors, to confirm the gross re-
ceipts as defined herein.
SECTION 3.06 - TAXES.
Sublessee agrees to pay all
lawful taxes and assess-
ments which, during Inc
term hereof, or any exten-
sion as provided for herein,
may become a lien or may be
levied by the State, County,
City, or any other tax levying
body, upon Inc Leased Prem-
ises herein, or upon any tax-
able interest by Sublessee ,
acquired In this Lease
. Agreement or any taxable
possessor), right which Sub-
lessee may have In or to the
premises or facilities hereby
leased, or Inc improvements
thereon, by reason of its oc-
cupancy thereof, or other-
wise, as well as all taxes on
taxable property, real, or
personal, owned by Sub.
lessee in or about said prem.
Ism Upon making such pay-
ments, Sublessee shall give
to the City a copy of the re-
ceipts and vouchers showing
such payment. Provided,
that Inc Sublessee shall not
be deemed to be in default of
its obligations under this
Agreement for fa ilUre to pay
taxes pending the outcome of
eauny praocz:d4Engs, instituted to
deteratine,thlfwalidit of
The term "gross re.
ipts", 05 0504 herein, shall
construed to mean, for all
rposes hereof, the aggre-
te amount of all sales
de and services per-
med for cash, or credit or
erwise, of every k' d
me and nature, regardless
tjegtailt.vh e r r
a
ne-rXR-rleres,
,...suBLESSEEfS:ALA
0BLIGAT40NS— '
SECTION 4.01 • FURNISH
AND EQUIPMENT IN'
STALLAT IONS.
A. In addition to the lease-
hold ImprOvement, furni-
ture, furnishings, fixtures
and equipment now existing,
Sublessee agrees to provide
at Rs cost and expense all
leasehold imrovements, fur-
niture, furnishings, fixtures
and equipment as specified
In Section 4302 hereorneces-
sary to operate the food and
beveragebusinese at the
Terminal Building for the
term of this Agreement, and
any extensions thereof. Any
WO additional te-asehold im-
provements, furniture, fur-
nishings, fixtures and equip-
ment shall be installed only
after obtaining the City's pri-
or written =oval.
B. SuISTFssee further
agrees to provide at its cost
and expense, all expendable
equipment (such as glasses,
silverware, guest supplies,
linen, kitchen equipment and
utensils, etc.), and other nec-
essary equipment and
. stores.
SECTION 4.02- RE:
FURBISHINGS AND RE-
EQUI PPI NG. Sublessee
agrees that Sublessee will in-
vest approximately
5225,000.00 (+10%) in and
vpon the Leased Premises
tor the following purposes'
A. The necessary re-equip-
ping, interior finishing and
refurnishing in present res-
taurant/ lounge facilities
(See Exhibit "B" for detail).
B. The necessary equip-
ping, interior finishing and
furnishing of the new Cock-
tail Lounge, (Old Baggage
Claim area see Exhibit "B"
for detail).
C. Sublessee agrees that
the necessary equipping, re.
equippinp, interior furnish-
ing, furnishing, refurnishing,
and other required installa-
tions, renovations and re-
furbishings specified In Sec-
tion 4.02 A & 13 shall be
accomplished prior to the
first anniversary of said
agreement.
D. Sublessee agrees to ob-
tain the City's approval,
which approval will not un-
reasonably be withheld, of
Its equipping, furnishing and
decoration plans prior to
commencing work. The
City's approval shall be giv-
en not later than thirty (30)
days after the Sublessee's
submission of Plans and
Specifications referred to in
Section 4.03 hereof. Sub-,
lessee shall cause the equip(
ement and furnishings as set
forth in Exhibit "B" to be In(
stalled and ready for oper-
ation within thirty (30) days'
after completion of construe(
tion and renovations and
beneficial occupancy by Sub(
lessee is accomplished for
each portion of 'the prOleCti
unless delayed by events or,
matters beyond the reason!,
able control of the Subles5ee4
, E. Sublessee agrees to
maintain and replace, if re(
quired, old furnishings, fix!,
tures, floor covering, decoq
and trade equipment in con(
dition commensurate with
the requirements of Sectiona
0- 6.02, --6.04,"44-08rreatonabI
Ar. otufgif 1.,1111.
E T)0W-4131441:FLAN
ANOSPECIFICATIONS. •
t.-An4Withln44,zrea0008bl
, time after the execution -of
- this Lease, Sublessee shall
submit to the City prelimi-
nary plans and specIfica•
tlons, layout and archi-
tectural rendering required
under Section 4.02 and B.
Such preliminary plans and
specifications shall also in-
clude Sublessee's estimated
costs for each portion of the
project.
At the time of approval of 00 -
nal plans and specifications,
the 50000 00 the proiect shall
be agreed upon by the City
and Sublessee. All p008505 04
the project shall be accom-
plished with a minimum of,
disiotatidn to the Hood and
beverage service to the pub'
lic.
El. Following installation of
equipment furnishings and
renovations, the Sublessee
as set forth in Section 4.02
hereof, shall make no major
riterations without obtaining
the City's written approval
In advance thereof, which
raagryroxwl rtilig out unreason.
[EQUIPPING COSTS. Upon
SECTION 4.04- RE-
FURNISHING AND RE -
completion of the installation
of new furnishings, fixtures
And equipment as required
'under Section 4-02run4er-th
plans and specifications ap-
proved by the City, Sub-
lessee shall file with the City
9 er w fil giiigni'pl.44trn..-
under, shall at all times
voices for labor and materi-
als used therein, and also,
including consultant and den
sign fees. At the time of sub-
mitting said statement of fi-
nal cost, Sublessee shall
submit an inventory by cate-
gory showing leasehold Im-
provements In one category
furniture.tn.ctl.res, .ndeq oftuprritz,lashsr;
second category.
SECTION 4.05' TITLE TO
IMPROVEMENTS Title to
all Improvements construct-
ed installed on or attached to
the premises shall pass to
the City at the time of instal-
lation or construction. Title
to all trade fixtures and
equipment and all ex-
pendable equipment fur-
nished by Sublessee here -
during the term of this
Agreement remain In Sub.
lessee.
1 SECTION 4.06 - MAIN
-
TENANCE OF PREMISES.
Except for structural main-
tenance of the Leased Prem-
ises, and exterior window
Washing, and other mem.
tenance services to be per-
formed by the City as pre•'ee
Vided in Article 5, Subles
shall be obligated without
cost to the City, to maintaln
Ihe Leased Premises, and
every part thereof, in good
order, repair and safe condi-
Aoinh..Shudbrieesprier :flainill pmr:yin•
rnearir re ofiaffe afinal71
ards 01 -,the City,,the City Will -
So notify Sublesree In writ -
!rig. h said maintenance Is
not performed by Sublessee
Within a reasonable time af-
ter receipt of written notice,
the City of Hs agents, shall
have the right, but not the ob-
ligation, to enter upon the
Leased Premises and per-
form the maintenance and
charge the cost thereof 00 0110
sublessee.
SECTION44.07 - TRASH,
,GARBAGE, ETC. The 5011 -
lessee shall pr,ovide, a com-
plete and proper arrange-
ment for the adequate
sanitary handling and dis-
posal, away from. the Air -
Port, of all trash, garbage
and other refuse caused as a
result of the operation 0) 0)5
business. The Sublessee
hall provide and use sua-
ble covered meth' recep-
tacles for all garbage, trash
nd other refuse on or in con-
ection with the Leased
PremiseS. Piling of bores,
artons, barrels or other
similar Items, In an un•
sightly or unsafe manner, on
or about the Leased Prem-
ises Is forbidden.
SECTION 4.08 - LAWS,
ORDINANCES, ETC. The
Sublessee shall observe and
obey all the laws, ordi-
nances, regulations and
rules of the Federal, State;
ounty and City govern-
ments, which may be appli-
able to its operations 0) 0000
Airport.
SECTION 4.09 • OPER-
ATION COSTS. The Sub-
essee shall bear at Rs own
xpense all costs of oper-
ting hereunder, and shall
ay, in addition to rental, all
other costs connected with
the use 00 0000 Leased Prem.
fses, facilities, rights and
privileges granted, includ-
ing, but not limiting the gen-
erality hereof, maintenance
(except building structure
and outside walls and roof)
nsurance, water, electrici-
3', ges, any and all Jaye&
anitor service and supplies,
nd shall pay for all permits
nd licenses required by law.
SECTION 4.10 - PUBLIC
ADDRESS SYSTEM. The
Sublessee shall permit the
nstallation in the Leased
Premises of the Airport a
Public address system, and
the reception within the
Leased Premises of flight
announcements and other In-
formation broadcast over
that systems.
SECTION 4.11 • R_UL'"S
AND REGULATONS The
City shall have the right to
adopt and shall adopt and en-
force reasonable rules and
regulations with respect to
the use of the Airport, Termi-
nal Building, and related fa-
cilities which Sublessee
agrees to observe and obey.
silents on the Leaseed" I SECTION 4.12 - IN -
[Premises, including fur It SPEC
TION. TION. Sublessee shall
,Imnghsi, fixtures And equip- t allow the City's authorized '
whetherot Vatiled by 1 rer:hirets:entattivA access tO the
'Sublessee or h wrse. All P e:sed exclusively
'such maintenance epa s 1 to Sublesss at all reason -
004 replacements ;hall belorf 3 able hours,efar the purpose of
pirrnl.itys In materials and ty exAmInIng and Inspecting
main riiP equal to the n P
eeCesiragnenscitcjern purposes
or?
Cie e,faVeIrMitriaeeereCitS'nf.
:Ele times y'writhoaeht reason -not , trt_va nrr-rs
tsnet: rt. upon theLeasederr, iS.JafatellateBill Lty ,,, '0 S
f m irt- , 1.......................... ------
or its authorized connected wItirthetparelloorrnr-,
ehn75,Citnia
enaYie4 iatisf
ilr -is -beingeetpeerrYfortemithde 6
11e4ge•4-92'Ll•Pi
y 3inncEeit
';?,-1:01iS.FGCAVIYO'eS4'-*
SECTION 5.01 MIN.
TENANCErE
, FACIL1
AND SERVICES The CitSY
will maintain the structure
of the Leased Premises, T
r
minal BUilding, the roof and.
owuatgwalls. Exterior window
will be provided by
the CIrty?.
SECTION 5.02 •
METE-
RING. The City will Provide
for metering water, elect,e'
'
ty and gas The Sublesse
for such services, at the shall pay directly 00 0110 Cit
regular rate established
by
the City, in addition to the
i'entals herein provided. Otto
agrted that the rate shall n
t
exceed published rates of the
00(007 ,companyrepplY
lent utility consumptiOnaet
this location.
ARTICLE 6 •
'SERVICES -1'0
BE PERFORMED
BY SUBLESSEE
SECTION 600 • HOURS
OF OPERATION. TheS
ub-
lessee shah serve to the pu
I ic In the various units made
g:iilable for its use at least
ixteen (16)
_homurs.ppeerr day, seven (2)
week from 6:00
odtahye!r- hours as may be war.
10 MOO PAS, and such
rrhedbrpublic demand.
COCKTAIL LOUNGE. Seven
(I) days per week, bet
11:00 a.m. and 00,00 weer'
and such other hours asmay warranted by public cleY
mend, subject 00 0(0 times tea'
applicable State LaWs.
The hours of cperation set
fhorth above may be adjusted
y -the 9ty in -Its reasonabl
ISCreflOrl as requir e
ublIc demand. e- by
SECTION 6 02 - TYPE OF
OPERATION. The S
the Leased 'Premi esile"
keepflrsi et hits LI eir mapper,rpreas emn and s411010
es
atsafe,cclea0, orderly and In-
vatirpa onditfon at all times
ti f ctory to the City In its .
easonable discretion., Al
ood, drinks, beverages;coni-
ections and other Items sold
r kept for sale under th
wholeSome and pure, tr;
ase shall be of tagh quail e
must conform 15 011 respects ;
0 Federal, State and City
te
ifroeogdrs, ordinances and
,shall ratiTnIalSdelielsee
R ESe79AM hours:
shall ublessee
ma inta'n and
trent to the highest Vag'a''
ards. The Sublessee hal'
maintain a State liquors clis-; .,
pensing license so long as II. i
,qm
uor dispensing is allowed ' ,
the State of Texas. All f j‘
and other merchandise keep': ;
for sale shall be subject to i
inspection by the City at i
Vice shall be prom t
reasonable times. The seer1-1 i
courteous and efficre' clean, 1
SECTIO
NT The 0 3S PER-
SONNELSublessee
hnd experienced manager aht ,
1
pall at all times retairene I
active, qualified, competee t
SubletsTevee's
II
e Airport to supervise the 1
ease. el operations, and be au -
.7; zed to represent and act
for he Sublessee. Should the
any objection to
uch ob jectagsloyees and
eyed to Sublesserig wcerii.
n'
Ina, then SublesSee 004 the
-11), Shall confer in an at•
satisfy, s ch- °Diet-
•,..*T116
biol.*? temp ee
all be unifOtrned,"Slein,
urteous, efficientand.neat
O appearance. The Subless
Mall not employ any person
Sr persons in or about the
Leased Premises who shall
'Ise Improper langauge, or
)ct In a loud or boisterous or
itherwiSe improper manner.
rhe SublesSee agreeS to dis-
tense with the services of
iny employee whose conduct
[he CitY, in its reasonable
liscretIon, feels Is detrimen-
'al to the best interests 01 9190
I SECTION 6 04 • QUALITY
j.t10 PRICE•CONTROL.
j A. In entering into this
j.greement, the aty has
lorentost 0 n'and providing
he public and the air tray -
1e1' with food and beverage
ervices of high quality. To
tccomplish this, Sublessee
Mall serve and dispense high
suality foods with adequate
hortions and at prices corn
-
Parable to those maintained
p other top quality restau-
rants In fhe City of Corpus
Christi, Texas. The quality,
iivantity and price schedules
Of toOd and beVerage items
shall be determined by the
Sublessee after consultation
Svith the City, and Sublessee
_shall attempt to satisfy
,every reasonable request of
the city.
essee's prices, quantities or
B. At any time the Sub -
quality are not comparable
ivith the top quality restau-
rants in the City of Corpus
Christ!, then, within a rea-
sonable time afer receipt of
written notice thereof by the
City, Sublessee shall correct,
rectil y or modify Its price,
quality or quantity schedules
accordingly.
C. The City shall have the
right at all reasonable times
to inspect Sublessee's
records, to verify the quality
f food and beverages being
old by Sublessee.
ARTICLE 7 -
CANCELLATION
SECTION 7.01- CANCEL-
LATION BY SUBLESSEE.
This Agreement shall be sub-
ect to cancellation by the
Sublessee 10 9190 event of an
one or more 09 900 following
events should occur:
1. The permanent aban-
donment of the Airport 05 019
air terminal.
2. The lawful assumption
by the United States Govern-
ment or any authorized'
agency thereof, of the Doer
ation, control or use of the
Airport, or any substantial
part or parts thereof, In such
O manner as substantially to
restrict the Sublessee for a
period of at least ninety (90)
days, frOrn operating there-
on.
3. Issuance by any court of
competent jurisdiction of an
iniuncton In any way pre-
venting or restraining the
050 09 the Airport, and the
remaining in force of such an
Injunction for a period of at
least ninety (90) days.
4. The default by the City
In the performance of any
covenant or Agreement
herein required to be per-
formed by the City, and the
failure 09 90* City to remedy
such default for a period of
sixty (60) days after receipt
from Sublessee of written no-
tice-to-ramedy the -Same
which client shall imposatIte
rnatidaS-Of
ea.!.
clibrAMO
LATION,BY2,TRUSTEE OR
CITY: -.4' —
A. In the event that (a)
Sublessee shall commit a
material breach of any other
WM" condition or covenant
contained herein, and shall
fail to cure same within
thirty, (30) days alter receipt
of .‘written notice from
Truitee or City so to do, (b)
Sublessee shall make an as.
sIgnment for Inc benefit of
creditors, or (c) if a pro-
ceeding in bankruptcy, re-
ceivership or Insolvency, of
any nature, shall be In-
stituted by or against Sub•
lessee, then the City may, at
Its option cancel this Lease
by complying with Section.
7.03 hereof as a condition of
such tan'cellatIbn...
B. Section 7.02 notwith•
Standing, the City shall be
entitled to cancel this Lease
in its discretion (hued upon
reasonable cause) upon the
giving of written notice to
Sublessee, subiect to the City
complying with Section 7.03
hereof as a condition of such
cancellation. The ,CIty shall
specify in Its written notice
of cancellation the reasons
for said cancellation, includ-
ing the defaUlts, breaches,
lack of service, omissions or
remissions leading thereto.
Thereafter, the Sublessee
shall have a period of forty-
five (45) day pedal, the City
shall so notify the Sessee,
In writing, and thLease
shall then be cancelled effec-
tive ninety (90) days there-
after. The decision of the
iCify as to whether or not said
,defaults have been cured
,within the forty-five (45) day
period, 0009) o
, har! Icanoptr ibceoumszityde ar-
bitrarily
SECTION', 7.0 3 -RE.
IMBURSEMENT UPON
,CANCELLATION. Upon
:cancellation of this Lease
Agreement by the City pur-
suant to Section 7.02, or by ,
Sublessee pursuant to Sec-'
tion 7.01 (4), the City shall
promptly reimburse Sub-
essee, In full,--lesS—Iny
amounts due Inc City from
Sublessee, for Inc un -
amortized value of all lease-
rovernents installed
under Section 4.02 and 4.03,
the depreciated value of, the.
turniture,-turnishingi fix-
tures and equipment as set
forth in Sections 4.02, 4.03
and 4.04, and under the,
Lease, In use upon Inc
Leased Permises at date
possession is given the City.
Payment of amounts so com-
puted shall be made by the
City or the City shall guaran-
ee Sublessee of such pay-
ment by establishing an obli-
gation for such payment as a
prerequisite In any contract
r lease for Inc operation of
he Leafed Premises, and fa -
tittles by any tenant other
hen Sublessee. Upon such
sayment by theCity, title to
aid furniture, furnishings,
xtures and equipment shall
est In the City, and Sub-
essee shall have no further
rights or title to the leasehold
mprovements, or to said
in'niture, furnishings, f Ix-
ures and equipment.
SECTION 7.04. AMORTI-
(ATION AND DEPRECI-
!cr Ion. Sublessee shall pm'
rope,the City annually with a
y•of its amortization -arid
epCPciallOtl..schedtiles:',pe
ainig
r,ivffehtnr,telljnurn
refurnishing; tlxtUreS an
iiipmenttas6. set,forth" in •
Section 4.01, 402, 4,03, and
4.04.\Such schedule ,shall be
bertified by an officer of Sub-
lessee as being a true and ac -
Curate statement of the
,amortization ahd depreci-
ation claimed by Sublessee
for said leasehold Improve-
Ments, furniture, furnish-
ings, fixtures and equipment
for accounting reporting pur-
Poses. For the purposes of
'ascertaining unamortized or
'undepreclated values under
Section 7.03, Inc values of
leasehold improvements,
furniture, furnishings, fix-
tures and equipment shall be
computed in Inc same man-
ner as Sublessee has used for
accdunting reporting pur-
poses, or shall be computed
on a ten (10) year straight
11910 00515, whichever accom-
plishes the greater amortiza•
tion or depreciation.
SECTION 7.0 - EX-
PENDABLE EQUIPMENT
AND PERSONAL PROPER-
TY. Updn cancellation of this
Lease Agreement, pursuant
to Section 7.02 hereof, and
subsequent sUrrender of Inc
Leased Premises to the City
on a clate to be established by
the City, Sublessee shall re-
move its expendable equip.
ment, and stores within a
reasonable time thereafter.
ARTICLE 8 -
INSURANCE,
INDEMNITY
AND DAMAGE
TO PREMISES
If Sublessee's Leased
Premises (which term in-
cludes only the floors, bare
walls and finished 00111095 09
the area In the Terminal
Building) are partially dam-
aged by fire, explosion, the
elements„the public enemy
or other casualty not attribu-
table to Sublessee or Its em-
ployees, but
f;:Same9 renresrf :I( 1dTe
t
repaired with due diligence
by Inc City at Its own Cost
and expense, and the mi -
(mum annual guaranteed
rent payable 1901-0(0 511011 be
proportionately paid up to
the time of such damage,
shall cease until such time as
the Premises are fully re-
itored, and shall then be pro-
Portionately reinstated:- In
Inc event the said Leased
premises are completely de-
stroyed by fire, explosion,
,the elements, the public ene-
my or other casualty, or so
damaged that they will re -
;main untenantable for more
than thirty (30) days, the
,City shall be under no obliga-
tion to repair and recon-
struct the premises and rent,
'payable hereunder shall be
proporflOnately" paid up to
the time of such damage or
destruction, and shall then-
ceforth cease until such time
as Inc Leased Premises may
be fully .restored. if, within
twelve (12) months after the
time of such damage or de-
struction, said Leased Prem-
ises shall not have been re.
paired or reconStructed,
Sublessee may give the City
written notice 09 110 intention
to cancel the Agreement In
rls entirety as 09 911* date of
such damage or destruction:
The Sublessee 000 10* City
expressly waive all rights
and claims they may have
,against Inc other, their sub-
sidairies and affiliates tor
ss or damage arising or re,
Ffsulting from the aCcupany of
NUL! S 6016Lia0
t he i3;6Wat fiin-if4o-0acd
therein /aid thereaboaf
caused by fire orpliieb peril
insured under 'standard form
Fire Insurance Policies, with
extended coverage endorse-
ments, regardless of the
cause of such damage,. In-
cluding damages resulting
from the negligenCe of the
Sublessee or the City, their
agents, servanteeriployees
or invitees.
SECTION 8.02 - FIRE
AND EXTENDED COV'
.ERAGE INSURANCE. Sub-
lessee shall procure and
keep in force fire and extend-
ed coVerage insurance upon
its leasehold improvments,
furniture, furnishings, fix-
tures and equipment to the
full insurable value thereof,
and shall furnish the City
with evidence that such coy-
erage has been procured and
is being maintained in full
force and effect..
SECTION 9.03 - IN-
DEMNITY. Sublessee
agrees fully to indemnify
and save and hold harmless
the City, their agents and
employees, and elected and
appointed officials from and
against all clatins and ac -
flans, upon or arising out of
damages or injuries to third
persons or their property
arising from Inc Sublessee'
negligence, use or occu,
pancy of Inc Leased Prem-
ises; provided further, that
the City shall give to Sub-
lessee prompt and reason.
able notice of any such claim
or actions, and Sublessee
shall have the right to Inves-
tigate, compromise or 0e -
fend same.
Sublessee shall maintain
with Insurance underwriters
satisfactory to the City a
standard form policy or poll-
cles of insurance in such
09000095 01 mutually agreed
upon to protect both Sub-
lessee and the City against
public liability, products lia-
bility, property damage and
automobile liability. Sub-
lessee shall promptly, after
the execution of this Agree-
ment, furnish such policy or
tPi of 1 ci [tees; 009r na ruprrionperel apt reo vc dr
Ina coverage In the amount
of five hundred thousand dol-
lars (0400,000.00) Combined
Single Limit for Public Uri-
Willy,- Products Liability,
Personal Injuries or Death,
Property Damage and Au-
tomobile Liability. Such cer-
tificate orlicles of Insur-
ance shall 0090ecancelled
without prior thirty (30) days
written notice to the City.
Sublessee shall furnish a cer-
tificate from the Insurance
carrier or carriers showing
suCh InSurance to be in full
force and effect during the
term of this contract, or shall
deposit copies 09 1190 policies
which give this coverage
with the City, their elected
and appointed officialS,
agents and employees, shall
be named as additional In-
posurneclerder such policy or
ARTICLE 9 -
( GENERAL
PROVISIONS
SECTION 9.01 • ASSIGN-
MENT AND SUBLETTING.
'Sublessee shall not assign,
transfer or sublease, pledge,
hypothecate, surrender_ or
'otherwiseerieuMberonlii
CS PA ttilt
se atthis.Lease,'Pr anyzst
ahikke_
•••••••--
any erest anYipoztion-
eaSe, brarle astate de -
dad bitInS,LeaselbeanV 1
terest in`any portion of the .
same, or permit any other
person or persons, company
or corporation, to occupy the
perm1ses without the written
consent of the City being first
obtained. Said consent shall
not be arbitrarily or capri-
dOusly withheld..
SECTION 9.02 • RED.
ELIVERY. Sublessee will
make no unlawful or offen-
sive use of the Leased Prem.
Ises and will, at the ex-
piration of the term hereof,
or upon any sooner cancella-
tion thereof, without notice,
quit and deliver up said
Leased Premises to the City
and those having its estate in
the Leased Premises, eeace-
ably, quietly'and in as good
order and condition, reason-
able use and wear thereof ex-
cepted.
SECTION 9.03- HOLDING
OVER. In the event Sub-
lessee shall hold over and re.
Main In possession of the
Leased Premises after the
expiration of this Lease
Agreement, without any
written renewal thereof,
such hold over shall not be
deemed to operate as a re-
newal or txtension,of this
Lease Agreement, but shall
only create a tenancy. from
month-to-month which, may
be terminated at any time of)
.thirty (30) days written no- ,
tice by the City or Sublessee.
SECTION 9.04 • OPTION
TO PURCHASE FURNI-
TURE, ETC. Upon the ex-
piration of the term hereof,
Sublessee agrees to sell any
or all of Sublessee's furni-
ture, furnishings, fixtures
and equipment In use upon
the Leased Premises at date
of expiration, should the City
notify Sublessee in writing
not less than thirty (30) days
before such expiration date
that the City desire to pur-
chase any or allot said furni--
ture, furnishings, fixtures
and equipment. In the event
the City exercises Bs options
to purchase any or all 0( 53(3
furniture, furnishings, fix-
tures and equipment, it is
agreed that the purchased
price thereof shall be the fair
market value' thereof as of
the expiration date. Pay-
ment of said purchase price
shall be made by the City
within thirty (30) days after
agreement or determination
of fair Market value.
In the event the parties
cannot agree upon the fair
market value within said
thirty (30) day -period, the
fair market value shall be
determined by arbitration.
Each party shall appoint one
arbitrator, and the two arbi-
trators so appointed, shall
appoint a Ma...arbitrator.
The decision berlfajority of
the three arbitrators shall be
binding 0900 (99 parties.
SECTION 9.05 - ATTOR-
NEY'S FEES. In the event
any action or suit or pro-
ceeding is brought to collect
the rent due or to become
due hereunder, or any por-
tion thereof, or to take pos-
SeSsion Of said premises, or
to enforce compliance with
this Agreement, or for fail-
ure to observe 009 05 the cov-
enants of this Agreement,
Sublessee agrees to pay the
City such sum as the Court
may adiudge reasonable as
attorney's tees to be allowed
In said suit action or pro-
ceeding, or in the event of an
appeal -as alloweddyjhe-A ,p -
!Imitate Courtr provided thal
Ta judgment is reoffered jsj
pr_-of.&Citr-v
• SEC
WAIVE Any waiver of any
brei9h 94 covenanti`herein
contained to be kept and per-
formed by either party here-
to shall not be deemed or
considered as a continuing
waiver, and shall not operate
to bar or prevent the other
party hereto from declaring
a forfeiture, termination or
cancellation for any succeed-
ing breach, either of the
same condition or covenant
or otherwise. Acceptance or
payment of rental shall not
be deemed a waiver.
SECTION 9.07 • FORCE
MEJURE. Neither Sub-
lessee nor the City shall be
held In default under this
Lease Agreement for failure
of performance hereunder,
provided that such failure is
due- to strikes, riots, insur-
rections, fire, war, acts of
God, inability fo obtain (0-
001', machinery; material or
merchandise or for any
cause beyond a reasonable
control, provided every rea-
sonable effort has been made
10 perform a srequired here-
in.
SECTION 9.08 • NON,
DISCRIMINATION. Por -
00005 (0 Title VI of the Civil
Rights Act of 1964, and by
Part 15 09 (50 Federal Avia-
tion Regulations, Sublessee
agrees it will not on the
grounds of sex, race, color or
national origin, discriminate
or permit discrimination
against any person or group
of persons in any manner
prohibited by Part 15 of the
Federal Aviation Regu-
lations,
The City reserves the right
to take such action as the
united States may direct to
enforce the provisions of this
covenant.
SECTION 9.09 - SPON-
SOR'S ASSURANCES, This
Agreement shall be sublect
tothe terms of any Sponsor's
Aisurances Agreements be-
tween the City and the Fed.
eral Aviation Adminis-
tration.
• SECTION 9.10 • HEAD-
INGS. The Article and Sec-
tion headings contained
herein are for convenience in
reference, and are not in-
tended to define or limit the
scope of any provisions of
this Agreement.
SECTION 9.11 • NOTICE.
All notices required under
this Lease shall be deemed to
be -properly served if sent by
Certified Mail:
If- to- Sublessee.. -Hidden
Harbor Associates, P.O. Box
180009 Corpus Christi, Tekas,
•
If to the City:. Corpus
Christi International Alr•
port, P. 0. Box 9277, Corpus
Christi, Texas.78409
Until hereafter changed"by
the parties by notice In writ-
ing, service of such notice
shall be the date such notice
ts deposited in a Post Office
of the United States Post Of- -
fice Department, postage
prepaid.
All written notices and de-
mands from the City to Sub-
lessee shall be made by the
'Airport Manager of the City
or by such person as he may
from time to time designate
In writing to Sublessee.
SECTION 9(2- SUCCESS -
GR AND ASSIGNS BOUND
IBY COVENANTS All the
covenants, stipulations and
'agreements In this lease
iihall extend to and bind the
-C
iegal. representatives, six-
essorsand assigno( MR- •
' itle.tige-darital,PtC
SFO 6NcE,,soNp.„ Tjs
TA
Sublessee, agreas,ito, turn is
within thirty (30) days from
the date of award by CitY
Council a Performance Bond
13001'1 r."11,351 -VI bajd'uNacl fl
guarantee the performance
of the construction phase of
the agreement and the an-
nual minimum guarantee
rental. After the first year
and the proposed Construc-
tion and renovation li com-
plete the .principle amount
may be reduced ti5 560,000
which shall guarantee the
payment of the concession
fee and other obligations to
pay as provided here-
lnabove The Bond shall be in
a form agreeable to the City
Attorney and shall be kept In
full force and effect during
the term hereof.
SECTION 9.14 -• ENTIRE
AGREEMENT. This Agree-
ment, together with all ex-
hibits attached hereto, con-
stitutes MU enhre agreement
between the partles hereto
and all other representatives
of statement heretofore
made, verbal or weitten, are
merged herein and this
Agreement may be amended
only in writing, and executed
by duly authorized repre-
sentatives of the parties
hereto.
SECTION 9.15 - PARTIES
TO SUBLEASE AGREE-
MENT. The LessuAzdrein,
the First City BankTil-C-orpus
Chrlsh, Trustee, is the Sub-
lessor of the premises herein
leased. The City of Corpus
Christi legally leased said
premises to the -Lessee here -
0 after securing the approv-
al of the qualified voters of
the City of Corpus Christi at
an election held on August
29, 1959. Under the Lease be-
tween the City and the Sub-
lessee herein, the City re-
tains the right to approve of
all Subleases and assign-
ments and to approve of the
terms and conditions con-
tained In said Subleases and
assignments. This Agree-
ment is therefore a Sublease
of the above described prem-
ises from First City Bank of
Corpus Christi, Trustee, to
the Sublessee herein and lhe
City of Corpus Christi agrees
that in the event of a judicial
determination that this Sub-
lease Agreement was en-
tered into contrary to law, or
that the Lease from the City
to the Lessee herein -was en-
tered into contrary to law,
then the City agrees to take
'whatever reasonably neces-
•sary steps may be required
,to provide the Sublessee
'therein with a good and valid
Lease or assignment of the
space herelnabove de-
scribed. It is understood,
powever that this Sublease
:acngsAq e %Tem A;
VIbIgetecyeCIt;;,wrtin
noted herein, before the City
is bound by any 05 190 terms
or conditions set forth here -
EXECUTE D IN TRIP-
LICATE on this the ---
AdVT0E5S—TT-- 1982,
SUBLESSEE:
HIDDEN HARBOR
By
Partner
FIRST CITY BANK
OF CORPUS CHRISTI
TRUSTEEILESSE.F)
AC. -1 By
SI S
ATTEdT, ..t
Secretaryf.x.=.-
ATTEST:
ACCEPTED AND
APPROVED:
CITY OF
CORPUS CHRISTI
(LESSOR)
City SecretarV
EdwardBy A. Martin,
City Manager
APPROVED:
1982:
By
City Attorney
Was passed and approved
by the. City Com& of the
City of Corpus Chrlstl, Texas
on the 7th day of July, 1982.
, -5-8,116. Read
Citylecretary
Corpus -Christi,
Texas