HomeMy WebLinkAbout19123 ORD - 12/17/1985• ORD.001.02
TEXAS:
•
AN ORDINANCE
AUTHORIZING AND DIRECTING THE CITY MANAGER FOR AND ON
BEHALF OF THE CITY OF CORPUS CHRISTI ACCEPT AND APPROVE
AN ASSIGNMENT AGREEMENT BETWEEN FIRST CITY BANK OF
CORPUS CHRISTI (FORMERLY CORPUS CHRISTI BANK & TRUST
COMPANY), TRUSTEE, AND VAN DUSEN AIRPORT SERVICES,
INC., COVERING FUEL STORAGE AT THE CORPUS CHRISTI
INTERNATIONAL AIRPORT, WHICH AREA IS MORE FULLY
DESCRIBED HEREINAFTER, A COPY OF SAID ASSIGNMENT
AGREEMENT BEING ATTACHED HERETO AND MADE A PART HEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
SECTION 1. That the City Manager is hereby authorized and
directed, for and on behalf of the City of Corpus Christi, to accept and
approve an Assignment Agreement, between First City Bank of Corpus Christi
(formerly Corpus Christi Bank & Trust Company), Trustee, and Van Dusen
Airport Services, Inc. of an area at the Corpus Christi International
Airport, more fully described as follows, for the purpose of fuel storage:
Beginning at the intersection of the centerline of
taxiways Q and R 260 feet Southeast along the
centerline of taxiway Q to a point and 90° Northeast
265 feet for a place of beginning;
Thence 90° Northwest 80 feet to a point;
Thence 90° Northeast 100 feet to a point;
Thence 90° Southeast 80 feet to a point;
Thence 90° Southwest 100 feet to a place of beginning,
located on and being a part of the Corpus Christi
International Airport property in Nueces County, Texas.
A copy of said Assignment Agreement being attached hereto and made a part
hereof as if copied verbatim herein.
1912,3 MICROFILM®
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That the foregoing ordinance aread for y e firs time and passed to its
second reading on this the day of
following vote:
Luther Jones
Dr. Jack Best
David Berlanga, Sr.
Leo Guerrero
Joe McComb
Frank Mendez
Bill Pruet
Mary Pat Slavik
Linda Strong
That the foregoing ordinanc wa$ read for
third reading on this the ;574 day of
following vote:
Luther Jones
Dr. Jack Best
David Berlanga, Sr.
Leo Guerrero
, 19If,S , by the
seco d time and gpssed to its
, 191,r-, by the
Joe McComb
Frank Mendez
Bill Pruet
Mary Pat Slavik
Linda Strong
That the foregpp1�ing ordina was ,read for th t ird time and passed finally
on this the MIL, day of ,guys.• , 19 a , by the followin. vote:
Luther Jones Joe McComb //
Dr. Jack Best Frank Mendez /
David Berlanga, Sr. Bill Pruet
Leo Guerrero
Mary Pat Slavik /
Linda Strong / __
PASSED AND APPROVED, this the 7 day of
AZ
City Secretary
APPROVED:
2C' DAY OF ,' , 19S‘:
MAYOR
THE CITY OF CORPUS CHRISTI, TEXAS
,19fr.
19123
11111 ORD.001.02
Beginning at the intersection of the centerline of
taxiways Q and R 260 feet Southeast along the
centerline of taxiway Q to a point and 90° Northeast
265 feet for a place of beginning;
Thence 90° Northwest 80 feet to a point;
Thence 90° Northeast 100 feet to a point;
Thence 90° Southeast 80 feet to a point;
Thence 90° Southwest 100 feet to a place of beginning,
located on and being a part of the Corpus Christi
International Airport property in Nueces County, Texas.
•
TO HAVE AND TO HOLD the same for and during the term hereof under
the following terms and conditions:
ARTICLE II
RIGHTS, USES AND INTERESTS
A. Assignee shall be entitled to the exclusive use of the
leased premises for the following purposes and no other use without the
specific written permission of the City:
1. The installation of storage tanks for aviation fuel,
automotive fuel, and the construction of storage space
for flammable materials.
2. The storage of aviation fuel, automotive fuel and
lubricants for delivery at the Airport into aircraft
or aircraft -servicing motor vehicles and ground
handling equipment operated by Assignee, its customers
or airlines with unrestricted access rights to the
Leased Premises directly into the aircraft, aircraft -
servicing vehicles or ground handling equipment owned
or operated by Assignee or its customers, and may be so
dispensed by use of an automated key -lock or credit
card system, provided Assignee shall not operate an
automotive service center for the dispensing of
automotive fuel or lubricants into vehicles other than
as described above or to the general public.
3. The storage of other flammable materials used by
Assignee at the Airport.
B. Com.liance With Minimum Standards. Assignee agrees to
comply with the "Minimum Standards for Commercial Aeronautical Activities
and Airport Tenants at the Corpus Christi International Airport" as
promulgated by the City and as may be amended from time to time during the
term hereof.
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ORD.001.02
ARTICLE III
TERM
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A. Term. This Assignment of Lease shall be for a term of
approximatelyif ve (5) years, commencing upon the date of execution of this
assignment of lease, and terminating on July 13, 1990.
B. Right of First Refusal. Unless Assignee is in arrears in
the payment of rent or is otherwise in default at the time of the
termination of this assignment, the Assignee shall have the right of first
refusal with respect to the leasing of the Leased Premises by the City or
the Assignor, as the case may be, upon the expiration of the term, as set
forth herein. In the event the City desires to lease the Leased Premises
(other than to the Assignor), the City shall first give the Assignee
written notice setting forth the rental and all material terms and
conditions of the proposed lease. The Assignee shall have the right to
lease the Leased Premises at such rental and upon such terms and
conditions, said right to be exercised by delivery or mailing such election
to the City prior to the thirty (30) days following receipt of said notice
from the City.
In the event the Assignee shall not elect to lease the
Leased Premises on the terms proposed by the City, the City may then
proceed to lease the Leased Premises to a third party; provided, however,
that such third party lease shall be at a rental and on terms no more
favorable to said third party than those offered to the Assignee in the
first instance.
rate of:
ARTICLE IV
RENT
A. Base Rental. Assignee agrees to pay the City rental at the
Seven and one quarter cents ($0.0725) per square foot per year.
B. Adjustment of Base Rental. At the end of the first lease
year, rental shall be adjusted to provide a total annual return equal to
eight percent (8%) of the appraised value of the Leased Premises. All
appraisals provided under this section shall be performed by an independent
appraiser with the cost to be borne by the City.
In the event the Assignee disagrees with the appraisal performed
by the independent appraiser hired by the City, the Assignee shall have the
right to obtain its own appraisal, at its cost, from an independent
appraiser, and if the appraisals thus obtained by the City and the Assignee
differ, and the parties are unable to agree as to the adjusted rental, the
Assignee may request arbitration in accordance with the following
procedure. The independent appraiser hired by the City and the independent
appraiser hired by the Assignee shall mutually agree on a third independent
appraiser, who shall then provide an appraisal of the Leased Premises,
which appraisal shall be conclusive and binding upon the parties. The City
and the Assignee shall each bear one-half (1/2) the cost of the third
appraiser.
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• ORD.001.02 •
C. Payment of Rentals. Rental as computed above shall be
computed on a monthly basis and shall become due and payable on the first
day of each calendar month in advance throughout the term of this
assignment of lease.
In the event that Assignee becomes delinquent in the payment of
any of the rentals due hereunder, Assignee shall pay a late payment charge
equal to one and one half percent (1-1/2%) of the delinquent payment. Past
due rental payments shall bear interest at the rate of 10% per annum.
D. General Provisions Pertaining to Rentals. The City appoints
its Airport Director as its agent to receive all rentals under this
agreement and Lessee agrees to submit payments to the Airport Director at
the address specified hereinafter receipt of notices. In addition to other
remedies which the City may have to enforce the obligations of Assignee
under this Assignment of Lease, the City shall have a lien on all property
of Assignee placed in the Leased Premises for all amounts owed by Assignee
under this Assignment of Lease. So long as Assignee is not in default in
the payment of rent due under this Assignment of Lease, any and all
property removed by Assignee from the Leased Premises shall be free and
clear of such lien.
ARTICLE V
GENERAL PROVISIONS
A. Indemnification. Assignee shall be solely responsible to
all parties for its respective acts or omissions and those of its agents,
servants, employees, invitees, tenants and sublessees, and the City shall
in no way be responsible therefor. In the use of the Airport, in the
maintenance, erection or construction of any improvements on the Leased
Premises, and in the exercise and enjoyment of the rights herein granted,
Assignee will indemnify and save harmless the City from any and all
lawsuits, demands, liabilities, losses or claims for damages or personal
injuries which may arise or which may be alleged to have arisen from any
negligence or other act or omission on the part of Assignee, its agents,
servants, employees, construction contractors and invitees.
B. Liability Insurance. Assignee shall carry the following
insurance coverages in the minimum amounts specified:
Comprehensive General Liability, including products
liability/completed operations, explosion, collapse and
underground hazards, and contractual liability
endorsement (combined single limit) . . . $ 1,000,000
Aircraft Liability
Hangarkeeper's Liability
Automobile Liability . .
Worker's Compensation
10,000,000
5,000,000
. $ 100,000 per person
300,000 per occurrence
50,000 property damage
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(as required by law)
ORD.001.02
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All liability insurance shall be carried with a responsible company and
shall name the City as an additional insured. Such policy shall, in
addition, be endorsed to provide for cross -liability between assureds and
in a form reasonably satisfactory to the City. All such policies shall
provide for a minimum of ten (10) days' notice to the City in the event of
cancellation or material change in the terms thereof. Prior to execution
of this Assignment of Lease, Assignee shall provide proof of such insurance
to the City's Director of Safety and Risk Management.
C. Notices. Notices to the City and Assignee shall be in
writing and mailed certified mail, postage prepaid, return receipt
requested, addressed as follows:
TO CITY:
TO ASSIGNEE:
Airport Director
Corpus Christi International Airport
Route 2, Box 902
Corpus Christi, Texas 78410
Van Dusen Airport Services, Inc.
Route 2, Box 903
Corpus Christi, Texas 78410
D. Taxes. Assignee shall be obligated to pay any and all real
estate and persona -property ad valorem taxes levied from time to time on
the improvements placed on the Leased Premises; provided that, Assignee
shall have the right to contest the validity or amount of any such taxes in
the manner provided by law.
E. Terms Binding All of the terms, covenants and agreements
herein contained shall be binding and shall inure to the benefit of the
heirs, successors and assigns of Assignee and the City.
F. Damage or Destruction. In the event that the Airport is
destroyed or damaged to the extent that the Leased Premises cannot
reasonably be used by Assignee for the purpose for which the same are then
being used, then, the City shall undertake to repair and restore the
improvements at the Airport, and until such damaged or destroyed
improvements on the Airport are restored to the extent required to permit
such operations on or from the Leased Premises to be resumed, rental under
this Assignment of Lease shall be abated. In the event the Airport is
damaged but the extent of such damage reduces the level or extent of
business operations from the Leased Premises (rather than preventing all
business operations from the Leased Premises), then the rental payable
under the Lease shall be partially abated to the extent required to reflect
the reduction in business operations from the Leased Premises. Any such
partial abatement shall continue until necessary repairs have been effected
to the Airport.
G. PropertyInsurance. Assignee, at its own expense shall
purchase and maintaiproperty damage insurance with respect to the
permanent improvements on the Leased Premises in an amount equal to at
least eighty percent (80%) of their fair market value and covering
customary risks and expenses. Evidence of Assignee's insurance shall be
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• ORD.001.02 •
delivered to the City's Director of Aviation within thirty (30) days after
the commencement of construction of said improvements. All such policies
shall provide for a minimum of ten (10) days' advance notice to the City's
Director of Aviation in the event of a cancellation or reduction in the
coverage thereunder. All insurance proceeds from Assignee's policies for
such casualty losses to permanent improvements on the Leased Premises shall
be payable solely to Assignee. Notwithstanding anything herein to the
contrary, after any destruction or damage to said improvements on the
Leased Premises, Assignee shall have the right to terminate this Assignment
of Lease by delivery of written notice of termination to the City within
sixty (60) days after the occurrence of such destruction or damage;
provided, however, that if any of the hangars or other permanent
improvements are damaged and Assignee elects to terminate this Lease, then
Assignee shall remit to the City an amount from the proceeds of such
policies equal to the extent such proceeds relate to the damaged hangars
and permanent improvements. Any such notice of termination shall be
effective on receipt thereof by the City.
H. Mutual Waiver of Subrogation. Each party hereto waives any
and every claim which may arise in such party's favor against the other
party hereto during the term of this Assignment of Lease for any and all
loss of, or damage to, any of such party's property located within or upon,
or constituting a part of, the Leased Premises, which loss or damage is or
could be covered by valid and collectible fire and extended coverage
insurance policies, regardless of whether or not such party maintains such
insurance. Such mutual waivers shall be in addition to, and not in
limitation or derogation of, any other waiver or release contained in this
Assignment of Lease with respect to any loss of or damage to, property of
the parties hereto. Inasmuch as such mutual waivers will preclude the
Assignment of any aforesaid claim by way of subrogation or otherwise to an
insurance company (or any other person), each party hereto agrees to give
to each insurance company which has issued to such party policies of fire
and extended coverage insurance immediate written notice of the terms of
such mutual waivers, and to cause such insurance policies to be properly
endorsed, if necessary, to prevent the invalidation of such insurance
coverages by reason of such waivers.
I. Subordination. This Assignment of Lease shall be
subordinate to the provisions of any existing or future agreement between
the City and the United States of America relative to the operation or
maintenance of the Airport, the execution of which has been or may be
required as a condition to the expenditure of federal funds for the
development of the Airport. Should the effect of any such future agreement
with the United States of America be to take any of the Leased Premises out
of the control of the City or to substantially destroy the commercial value
of the Leased Premises, or any part thereof, the City agrees to use its
best efforts to provide to Assignee other comparable premises in the
Airport to be leased on the same terms as this Assignment of Lease as of
the date on which such agreement becomes effective in respect of the Leased
Premises. It is understood that a relocation of the Airport Terminal
Building within the Airport boundaries will not affect the commercial value
of the Leased Premises.
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1111/ ORD.001.021110
J. Expiration of Term. Except as otherwise set forth in
Article III, unless sooner term nated as set forth herein this Assignment
of Lease shall expire at the end of the term set forth in Article III
hereinabove, and Assignee shall have no further right or interest in any of
the Leased Premises or rights, used or other interests contained in this
Assignment of Lease. Assignee agrees to vacate and remove all equipment
placed thereupon by Assignee unless Assignee and the City enter into a new
lease mutually satisfactory to both parties further extending the term
hereof. Assignee shall have the right to remove its equipment, personal
property and trade fixtures (excluding hangars) from the Leased Premises
within thirty (30) days from the expiration or earlier termination of this
Assignment of Leased Premises. In the event Assignee fails to do, Assignee
shall be deemed to have abandoned the same and title thereto shall pass to
the City. In the event Assignee is deemed to have abandoned any of its
equipment, personal property or other trade fixtures, the City shall have
the right to remove the same, and Assignee will reimburse the City for its
reasonable expenditures in removal and storage.
At the expiration or earlier termination of this Assignment
of Lease, all underground improvements, and other improvements attached to
the real estate, shall revert to City.
K. Remedies to City. Default in the payment of any of the
rentals payable under this Assignment of Lease shall give City the right to
terminate this Assignment of Lease at any time after the expiration of
fifteen (15) days after the date of written notice of default, unless
within said time Assignee shall have tendered to the Airport Director all
amounts due, including late payments and accrued interest.
Default in the performance of any of the other covenants on
the part of Assignee under this Assignment of Lease shall likewise give
City the right to terminate this Assignment of Lease at any time after the
expiration of thirty (30) days after the date of written notice of default
unless said default shall have been corrected or expressly waived in
writing by City Airport Director within such thirty- (30) day period;
provided that in the event such default cannot reasonably be cured within
such thirty (30) day period due to the inability to cure such default by
reason of the occurrence of any hindrance or delay beyond the control of
Assignee, then such thirty (30) day period may be extended upon written
request of Assignee to the Airport Director for such additional period of
time as may be reasonably required to cure the same, provided that Assignee
is diligently proceeding to cure such default. In no event may such time
to cure be longer than 180 days following Assignee's receipt of the City's
notice of default.
L. Covenant of Quiet Enjoyment. The City covenants,
represents and warrants that t has fully right and power to perform its
obligations under this Assignment of Lease and to consent to granting the
estate demised herein, and that Assignee, upon payment of the rents herein
reserved, and the performance of the terms, conditions, covenants and
agreements herein contained, shall peaceably and quietly have, hold and
enjoy the Leased Premises during the full term of this Assignment of Lease.
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ORD.001.02
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M. Holding Over. Should Assignee fail to surrender the Leased
Premises or any part thereof upon the expiration or earlier termination of
the term of this Assignment of Lease, such holding over shall, at the
option of the City, constitute a tenancy from month-to-month at a monthly
rental equal to one hundred twenty five (125%) percent of the rental then
being payable by Assignee hereunder.
N. Severability. If any provision of this Assignment of Lease
should be held to be invalid or unenforceable, the invalid or unenforceable
provision shall be deemed to be severable from the remainder of this
Assignment of Lease and the validity and enforceability of the remaining
provisions of this Assignment of Lease shall not be affected thereby.
0. Air Operations Area Security. Assignee shall provide for
the security of the air operations area at the Airport to prevent ground
entry or movement of unauthorized persons from the Leased Premises in
accordance with Section 9-32 of the Code of Ordinances of the City of
Corpus Christi and any regulations imposed upon the City by the Federal
Aviation Administration. Assignee shall indemnify and hold harmless the
City, its officers and employees from all liability for all damages, and
any charges, fines or penalties which may be levied by the United States of
America or the State of Texas by reason of Assignee's failure to comply
with this requirement.
Physical barriers to prevent access to air operations area
must be in effect during construction upon the Leased Premises. This
covenant is in addition to the above indemnification provisions.
P. Civil Rights. In exercising any of the rights or privileges
provided hereunder, Assignee shall not on the grounds of race, sex, creed
or national origin discriminate or permit discrimination against any person
or group of persons in any manner prohibited by Part 21 of the Regulations
of the Secretary of Transportation. The City hereby expressly retains the
right to take such action as the United States of America may direct to
enforce this non-discrimination covenant. Assignee further assures that it
will undertake an affirmative action program as required by 14 CFR Part
152, Subpart E, to insure that no person shall on the grounds of race,
creed, color, national origin, or sex be excluded from participating in any
employment activities covered in 14 CFR Part 152, Subpart E. The Assignee
assures that no person shall be excluded an these grounds from
participating in or receiving the services or benefits of any program or
activity covered by this subpart. The Assignee assures that it will
require that its covered suborganizations provide assurances to the
Assignee that they similarly will undertake affirmative action programs and
that they will require assurances from their suborganizations, as required
by 14 CFR Part 152, Subpart E, to the same effect.
Q. Rates and Charges. All rates and charges imposed by
Assignee for services, supplies and any other business operations conducted
by Assignee on the Leased Premises shall be reasonable, and such rates and
charges shall be equally and fairly applied to all persons utilizing the
same. Assignee agrees to provide to the City a list of all such rates and
charges and keep such list current at all times during the term of the
Assignment of Lease.
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• ORD.001.02
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ARTICLE VI
ASSIGNMENT OR TRANSFER OF ASSIGNMENT OF LEASE
Assignment or Sublease. This Assignment of Lease shall not be
assigned in whole in part by the Assignee except with the written approval
of the City which approval shall not be unreasonably withheld or delayed.
Any assignment of this Assignment of Lease or subletting of all or part of
the Leased Premises shall be subject to all of the terms and conditions of
this Assignment of Lease.
IN WITNESS WHEREOF, the parties have executed and delivered this
Assignment of Lease on this day of , 19 , in
triplicate originals, both of equal force and effect.
ATTEST:
ASSIGNOR:
FIRST CITY BANK OF CORPUS CHRISTI,
TRUSTEE
By: By:
Title: Title:
ATTEST: CITY OF CORPUS CHRISTI, TEXAS
By: By:
City Secretary award A. Martin, City Manager
APPROVED:
, 19
By: By:
Assistant City Attorney Assistant City Manager
ATTEST: ASSIGNEE:
VAN DUSEN AIRPORT SERVICES, INC.
By: By:
Title: Title:
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• ORD.001.02 •
THE STATE OF TEXAS §
COUNTY OF NUECES §
ASSIGNMENT OF LEASE
KNOW ALL BY THESE PRESENTS:
This Agreement made by and between First City Bank of Corpus
Christi (formerly Corpus Christi Bank & Trust Company), Trustee,
hereinafter referred to as Assignor, and Van Dusen Airport Services, Inc.,
hereinafter called Assignee,
WITNESSETH:
WHEREAS, the Assignor herein, the Corpus Christi Bank & Trust
Company (now known as First City Bank of Corpus Christi), Trustee, by
agreement with the City of Corpus Christi, is the Lessee of certain lands
and lease sites, certain portions of which are designated for commercial
hangar and fixed base operations, all as shown on the Master Plan of Corpus
Christi International Airport on file in the office of the City Secretary
of the City of Corpus Christi, and as located within the site of Corpus
Christi International Airport, Nueces County, Texas; and
WHEREAS, the aforesaid Agreement between the Corpus Christi Bank
& Trust Company, Trustee, and the City of Corpus Christi, was duly and
legally approved by the qualified voters at an election held on August 29,
1959; and
WHEREAS, the City of Corpus Christi proposed to maintain and
operate the Airport as a public airport and all uses incident thereto, for
the benefit of the public; and
WHEREAS, Assignor deems it advantageous to assign unto Assignee a
site on the Corpus Christi International Airport, as shown and described on
Exhibit "A", which is attached hereto and made a part hereof, as more
particularly described hereinafter, together with those privileges, rights,
uses and interests incident thereto, as hereinafter set out; and
WHEREAS, Assignor desires to assign to Assignee and Assignee
desires to hire and take from Assignor a certain area comprising a part of
said tract of land owned by Assignor for the exclusive use of Assignee and
for the erection on a portion thereof by Assignee or fuel storage tanks and
related facilities:
ARTICLE I
DEMISED PREMISES
Assignor, for and in consideration of the covenant and agreements
herein contained, does hereby demise and lease to Assignee, and Assignee
does hereby hire and take from Assignor, the area containing approximately
8,000 square feet, as designated and delineated on the drawing attached
hereto and made a part hereof as Exhibit "A", and as more specifically
described as follows:
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