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HomeMy WebLinkAbout19104 ORD - 11/26/1985TEXAS: AN ORDINANCE AUTHORIZING EXECUTION OF A LEASE AGREEMENT WITH THE CORPUS CHRISTI REGIONAL TRANSIT AUTHORITY COVERING THE EXISTING TRANSIT FACILITY; AND DECLARING AN EMER- GENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, SECTION 1. That the City Manager is hereby authorized to execute a lease agreement with the Corpus Christi Regional Transit Authority for a term of eleven months, beginning January 1, 1986, for use of the existing transit facility on Sam Rankin Street, for the sum of One Dollar ($1.00), all as more fully set forth in the lease agreement, a substantial copy of which is attached hereto and made a part hereof, marked Exhibit "A". SECTION 2. That upon written request of the Mayor members, copy attached, to find and declare an emergency due executing the abovementioned lease agreement at the earliest date, such finding of an emergency is made and declared requi sion of the Charter rule as to consideration and voting upon resolutions at three regular meetings so that this ordinance shall t effec upon first reading as an emergency measure day of , 1985. City Secretary APPROV D: DAY OF A.600_49,4 1985: Assi sta i% Cti'lyr Attor MAYOR THE CITY OF CORPUS CHRISTI, TEXAS or five Council to the need of practicable ring suspen- ordinances or is passed a d this the 14 MICROFILMED 7. Corpus Christi, Texas o 44.`day of • , 1985: TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance or resolution, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances or resolutions at three regular meetings; I/we, therefore, request that you suspend said Charter rule and pass this ordinance or resolution finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, MAYO Council Members THE C ' OF CORPUS CHRISTI, TEXAS The above ordinance was passed by the following vote: Luther Jones Dr. Jack Best David Berlanga, Sr. Leo Guerrero Joe McComb Frank Mendez Bill Pruet Mary Pat Slavik Linda Strong 19104 THE STATE OF TEXAS COUNTY OF NUECES LEASE AGREEMENT § § This LEASE AGREEMENT (the "Lease") is entered into as of the 1st day of January, 1986 by and between CITY OF CORPUS CHRISTI, TEXAS (the "City") and the CORPUS CHRISTI REGIONAL TRANSIT AUTHORITY (the "Authority"). Section 1. Premises Leased. The City, in consideration of the rents, covenants, agreements, and conditions herein set forth which Authority hereby agrees shall be paid, kept, and performed and other consideration paid by Authority, the receipt and sufficiency of which are hereby acknowledged by City, does hereby lease unto Authority, and Authority does hereby rent and lease from City, the following property: Tract 1: Lots 1-12, Block 56, Bluff Addition, a subdivision in the City of Corpus Christi, Nueces County, Texas, and 8,372 square feet of Winnebago Street closed by the City. Tract 2: Lot 5 and the remaining portions of Lots 6, 7 a and 8 of Block 57, Bluff Addition, a subdivi- sion in the City of Corpus Christi, Nueces County, Texas. together with all improvements now or hereafter situated thereon and all rights and interests appurtenant thereto, hereinafter collectively referred to as the "Premises", and more particularly described on Attachment "1" which is attached to the executed original copies of this Lease on file with the Authority and the City, SAVE AND EXCEPT the area marked "Fuel Facility" on such Attachment and the improvements associated with such Fuel Facility. Section 2. Term. Unless sooner terminated as herein provided, this Lease shall be and continue in full force and effect for a term (the "Term") commencing on the first day of January, 1986 and ending at midnight, Corpus Christi, Texas time, on November 30, 1986. Section 3. Rent. All amounts required to be paid by Authority under the terms of this Lease are herein collectively referred to as "Rent". In addition to the other amounts to be paid by the Authority hereunder, the Authority agrees to pay to the City the sum of $1.00 as rentals for the Term hereof. Except as otherwise expressly provided herein, no happening, event, • • occurrence, or situation during the Term, whether foreseen or unforeseen, and however extraordinary, shall relieve Authority from its obligations hereunder to pay Rent, or entitle Authority to an abatement of Rent. Section 4. Utilities. The Authority shall pay all charges for gas, electricity, light, heat, air conditioning, power, telephone and other communication services, and all other utili- ties and similar services rendered or supplied to the Premises, and all water charges, sewer service charges, or other similar charges levied or charged against, or in connection with, the Premises. Section 5. Net Lease. The City shall not be required to make any expenditure, incur any obligation, or incur any liabil- ity of any kind whatsoever in connection with this Lease or the ownership, construction, maintenance, operation, or repair of the Premises. It is expressly understood and agreed that this is a completely net lease intended to assure City the rentals herein reserved on an absolute net basis. Under no circumstances or conditions, whether now existing or hereafter arising, or whether or not beyond the present contemplation of the parties, shall City be expected or required to make any payment of any kind whatsoever or be under any other obligation or liability hereun- der. Section 6. Use. Subject to the terms and provisions hereof, the Authority shall have the right to use and enjoy the Premises in,a lawful manner for_the operation of a regional transit facility. The Authority shall not use or occupy, permit the Premises to be used or occupied, nor do or permit anything to be done in or on the Premises in a manner which would cause or be likely to cause structural injury to any of the buildings on the Premises, which would constitute a public or private nuisance, or which would violate any present or future, ordinary or extraordi- nary, foreseen or unforeseen, laws, regulations, ordinances, or requirements of any governmental authority having jurisdiction. Section 7. Easements. During the Term of this Lease, a driveway easement shall exist for the common use and benefit of the City and the Authority for vehicular ingress and egress to the Fuel Facility located on the Premises. Such driveway ease- ment shall be comprised of an approximately 20 ft. wide strip as delineated on Attachment "1" for the free and uninterrupted use, liberty and privilege of passing over and across the Premises for the purpose of utilizing said Fuel Facility. The Authority shall not be obligated to make any repairs occasioned by the City's use of such easement, and no parking spaces, buildings or other obstructions shall be allowed or placed in such easement in any manner as to interfere with the City's and Authority's use -2- • thereof. Nothing herein is intended to nor shall be construed as creating any rights in such easement in or for the benefit of the general public. Section 8. Alterations. The Authority shall have the right, from time to time, to make additions, alterations and changes in or to the Premises from time to time, provided that Authority is not then in default in the performance of any of its obligations hereunder and Authority fully complies with all of the following provisions: (a) No substantial alteration shall be commenced except after the written approval thereof by the City Manager of the City, such approval shall not be unreason- ably withheld or delayed; (b) No alterations of any kind shall be made which would (i) impair the structural soundness of the build- ings on the Premises, (ii) decrease the gross area of the buildings on the Premises, or (iii) modify the basic utility and function of the buildings on the Premises; (c) No alteration shall be undertaken until Authority shall have procured and paid for all required permits and authorizations of all governmental author- ities having jurisdiction; and (d) Any alteration shall be made within a reason- able tire (delay by Force Majeure as provided herein excepted) in a good and workmanlike manner, and in compliance with all applicable permits, authorizations, building codes, and all other applicable laws, ordi- nances, rules, and regulations of any governmental authorities having jurisdiction, and in accordance with the applicable orders, rules, and regulations of the National Board of Fire Underwriters, or any other body hereafter exercising similar functions. Section 9. Maintenance and Repairs. The Authority shall take good care of the Premises, and make all repairs thereto occasioned by its use of the Premises, normal wear and tear excepted. The Authority will not do, permit, or suffer any waste, damages, disfigurement, or injury to or upon the Premises or any part thereof. Section 10. Insurance on the Buildings. The Authority shall, at its cost and expense, keep and maintain in force insur- ance on the buildings on the Premises against loss or damage by fire and against loss or damage by any other risk now and from time to time insured against by "extended coverage" provisions of -3- • policies generally in force on buildings of a like type in Corpus Christi, Texas, in amounts sufficient to provide coverage for the fair market value of the buildings on the Premises. Such insur- ance shall be provided in the name of the City and Authority, as their interests appear in this Agreement. Section 11. Casualty Loss. Should any of the buildings on the Premises be wholly or partially destroyed or damaged by fire or any other casualty, the Authority shall promptly repair, replace, restore, and reconstruct the same in substantially the form in which it existed prior to such casualty, with at least as good workmanship and quality as the improvements being repaired or replaced; provided that Authority's obligation to repair, replace, restore and reconstruct shall be limited to the extent that, in the Authority's reasonable judgment, if it would be uneconomic to cause the same to be restored and replaced, then the Authority shall not be obligated to restore, rebuild or replace the buildings. In the event of a casualty loss where the buildings will not be restored or replaced, all insurance proceeds shall be distributed first to pay the cost of razing and leveling the damaged or destroyed building and cleaning and otherwise putting the Premises in good order (which the Authority hereby agrees to do), and any remaining proceeds shall be paid to the City. Section 12. Liability. The Authority shall secure and maintain in force comprehensive general liability insurance covering bodily injury or death and property damage. The Authority shall indemnify and hold harmless City and its officers, employees, agents, successors, and assigns (the "Indemnified Parties"), from all claims, suits, actions, and proceedings whatsoever (the "Claims") which may be brought or instituted on account of or growing out of any and all injuries or damages, including death, to persons or property relating to the use or occupancy of the Premises, and all losses, liabilities, judgments, settlements, costs, penalties, damages, and expenses relating thereto, including but not limited to attorneys' fees and other costs of defending against, investigating, and settling the Claims; provid- ed, however, the indemnity by the Authority of the City shall not extend to any Claim which may be brought or instituted on account of or growing out of any and all injuries or damages caused by the negligence or willful misconduct of any.or all of the Indemnified Parties. The Authority shall assume on behalf of the Indemnified Parties and conduct with due diligence and in good faith the defense of all Claims against any of the Indemnified Parties, whether or not the Authority is joined therein, even if such Claims be groundless, false, or fraudulent. The Authority shall have the right to contest the validity of any Claim, in the name of City or Authority, as Authority may deem appropriate, provided that the expenses thereof shall be paid by Authority and further provided that the prosecution of such contest will not threaten the continued ownership or operation of the Premises. This -4- • • indemnity shall only extend to the Indemnified Parties, and nothing herein shall be construed to grant any rights or remedies to any third party or member of the general public. Section 13. Self -Insurance. All insurance described in this Agreement may be provided by the Authority through self-insurance programs and combinations of excess coverages which are reasonably satisfactory to City. Section 14. Warranty of Peaceful Possession. The City covenants that Authority, on paying the Rent and performing and observing all of the covenants and agreement herein contained and provided to be performed by Authority, shall and may peaceably and quietly have, hold, occupy, use, and enjoy the Premises during the Term, and may exercise all of its rights hereunder, subject only to the provisions of this Lease and applicable governmental laws, rules, and regulations; and the City agrees to warrant and forever defend the Authority's right to such occupancy, use, and enjoyment and the title to the Premises against the claims of any and all persons whomsoever lawfully claim the same, or any part thereof, subject only to easements of record, the provisions of this Lease and all applicable governmental laws, rules, and regulations. Section 15. Termination. The Authority shall give the City sixty (60) days' written notice of its intention to surrender the Premises and terminate its further obligations under this Agree- ment, whereupon the expiration of which period and the surrender of the Premises to the City, this Lease shall terminate. Section 16. Surrender of Premises; Holding Over. Upon termination or the expiration of this Lease, Authority shall peaceably quit, deliver up, and surrender the Premises to City (i) free of all claims and encumbrances and (ii) in good order, repair, and condition. Upon such termination or expiration City may, without further notice, enter upon, reenter, possess, and repossess itself of the Premises by force, summary proceedings, ejectment, or otherwise, and may dispossess and remove Authority from the Premises and may have, hold, and enjoy the Premises and all rental and other income therefrom, free of any claim by Authority with respect thereto. If Authority does not surrender possession of the Premises at the end of the Term, such action shall not extend the Term, and Authority shall be a tenant at sufferance. City shall not be deemed to have accepted a surrender of the Premises by Authority, or to have extended the Term, other than by execution of a written agreement specifically so stating. Section 17. Assignment and Subletting. The Authority shall not voluntarily or involuntarily assign or otherwise transfer all or any portion of its interests under this Lease or the leasehold estate hereby created without the prior written consent of City, which consent shall not be unreasonably withheld. -5- Section 18. Inspection. The City shall have the right to enter upon the Premises at all reasonable times to inspect same. Section 19. Notices. Any notice provided for or permitted to be given hereunder must be in writing and may be given by (i) depositing same in the United States Mail, postage prepaid, registered or certified, with return receipt requested, addressed as set forth in this Section; or (ii) delivering the same to the party to be notified. Notice given in accordance with (i) hereof shall be effective upon deposit in the United States Mail. For purposes of notice the addresses of the parties hereto shall, until changed, be as follows: Authority: Corpus Christi Regional Transit Authority 1024 Sam Rankin P. 0. Box 9277 Corpus Christi, Texas 78469 Attn: General Manager City: City of Corpus Christi 302 S. Shoreline P. 0. Box 9277 Corpus Christi, Texas 78469 Attn: City Manager The parties hereto shall have the right from time to time to change their respective addresses for purposes of notice hereunder by giving a notice to such effect in accordance with the pro- visions of this Section. Section 20. Modification and Non -Waiver. No variations, modifications, or changes herein or hereof shall be binding upon any party hereto unless set forth in a writing executed by it or by a duly authorized officer or agent. No waiver by either party of any breach or default of any term, condition, or provision hereof, including without limitation the acceptance by City of any Rent at any time or in any manner other than as herein provided, shall be deemed a waiver of any other or subsequent breaches or defaults of any kind, character, or description under any circum- stance. No waiver of any breach or default of any term, condi- tion, or provision hereof shall be implied from any action of any party, and any such waiver, to be effective, shall be set out in a written instrument signed by the waiving party. Section 21. Governing Law. This Lease shall be construed and enforced in accordance with the laws of the State of Texas and is performable in Nueces County, Texas. Section 22. Severability. If any provision of this Lease or the application thereof to any person or circumstance shall, at -6- • any time or to any extent, be invalid or unenforceable, and the basis of the bargain between the parties hereto is not destroyed or rendered ineffective thereby, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby. Section 23. Attorney Fees. If litigation is ever instituted by either party hereto to enforce, or to seek damages for the breach of, any provision hereof, the prevailing party therein shall be promptly reimbursed by the other party for all attorneys' fees reasonably incurred by the prevailing party. Section 24. Relation of Parties. It is the intention of the parties to hereby create the relationship of landlord and tenant, and no other relationship whatsoever is hereby created. Nothing in this Lease shall be construed to make the parties hereto partners or joint venturers or to render either party hereto liable for any obligation of the other. Section 25. Force Majeure. As used herein "Force Majeure" shall mean the occurrence of any event which prevents or delays the performance by City or Authority of any obligation imposed upon it hereunder and the prevention or cessation of which event is beyond the reasonable control of the obligor. If Authority shall be delayed, hindered, or prevented from performance of any of its obligations by reason of Force Majeure (and Authority shall not otherwise be in,default hereunder) the time for performance of such.obligat4on shall be extended for the period of such delay, provided that the following requirements are complied with by Authority: (i) Authority shall give prompt written notice of such occurrence to City, and (ii) Authority shall diligently attempt to remove, resolve, or otherwise eliminate such event, keep City advised with respect thereto, and shall commence performance of its obligations hereunder immediately upon such removal, resolu- tion, or elimination. Section 26. Successors and Assigns. This Lease shall constitute a real right and covenant running with the Premises, and, subject to the provisions hereof restricting Authority's rights to assign this Lease, shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Whenever a reference is made herein to either party, such reference shall include the party's successors and assigns. -7- • Executed as of the date and year first above written. CORPUS CHRISTI REGIONAL TRANSIT Attest: AUTHORITY By: By: F.B. Rodriguez III, Pat M. Eisenhauer, Secretary Chairman CITY OF CORPUS CHRISTI, TEXAS Attest: By: By: Armando Chapa, City Secretary APPROVED AS TO LEGAL FORM This , 1985: J. BRUCE AYCOCK, City Attorney 13y: Assistant City Attorney STATE OF TEXAS COUNTY OF NUECES § § Edward A. Martin, City Manager This instrument was acknowledged before me on the day of , 1985 by PAT M. EISENHAUER and F. B. RODRIGUEZ, III, the Chairman and Secretary, respectively, of Corpus Christi Regional Transit Authority on behalf of said Authority. Notary Public in and for the State of Texas -8- • STATE OF TEXAS COUNTY OF NUECES § § This instrument was acknowledged before me on the day of , 1985 by EDWARD A. MARTIN, ARMANDO CHAPA, and J. BRUCE AYCOCK, the City Manager, City Secretary, and City Attorney, respectively, of the City of Corpus Christi, Texas on behalf of said City. a -9- Notary Public in and for the State of Texas 0 rill -- PA• N P.c... T {x c 7 A i.• 1 107' O L jo SroEAGr- N 14t(CH N•C SMsf CLscc Roomerra� Se x3•L'. Ces4LRT4 54 Ors1•e,.,. TYfE FEA.cS� N0Ro..n,fie, PerF EV ..A.0 �WE Lt.. ARC ei O LCA PFy 2�- AFL _FAG i QTY -i FuE L P. M PS GASiL.ME pie SFL Z-8wD 9;,. L hyNIKS on osacx lETAIN.N4 WALL_ • �j �o I 130 J CL 'e Co•✓CRerg- RRkiAl RR�R 1 6' GATE 1614e r o 6 WI NNE BAL, o s. /OD y;p4n.L r ?RR Kt./ 6 • i9 R e R C Fr NC t geo.r.o rr RIM !reg. 1 qz