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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® • • 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. -2- ORD.001.02 ARTICLE III TERM • 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. -3- • 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 -4- (as required by law) ORD.001.02 • 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 -5- • 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. -6- 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. -7- ORD.001.02 • 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. -8- • ORD.001.02 • 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: -9- PIJTUE FOO • .\\ , UNDERGROUND " - '.;.\ FUEL STORAGE RESERVE FOR REMOTE AD_TAPARgi RENTAL CAA SiA1VICE FACILITIES 11 FB AIRPORT ACCESS ROAD UNDERORC FUEL STOI • 1 ,:S FB0 SOWN TiE. 1 - FBOWELli ; APRON tO A BO • . . • • - I, EXPANSION-) . ....... PAO FOO HA.NGAR-1 .V ,. 1IBIHX3 : :•, PApkING CFR GLIDE SLOPE 2009 200•d 1 000.1 • 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: -1-