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HomeMy WebLinkAbout020257 ORD - 03/29/1988AN ORDINANCE AUTHORIZING THE EXECUTION OF A LEASE AGREEMENT WITH THE TEXAS STATE AQUARIUM ASSOCIATION FOR THE AQUARIUM PROJECT; AND PROVIDING FOR PUBLICATION. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager is hereby authorized to execute an agreement with the Texas State Aquarium Association for lease of City property for the Aquarium Project and undertakings of the parties in connection therewith, all as more fully set forth in the agreement, a substantial copy of which is attached hereto and made a part hereof, marked Exhibit A. SECTION 2. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. 205JB088.ord 20257 MICROFILMED SUMMARY OF AQUARIUM LEASE CHANGES ON THIRD READING 1. Paragraph 1(F) has language added (page 5, fourth line from bottom) to recognize the Escrow Agreement which will be entered into pursuant to the Purchase Agreement. 2. Paragraph 1(F)(1) is amended within the parenthesis thirteen lines down (Page 4) to reflect that the title commitment will cover the area of previously closed streets, and all of the easement property except that within any public street or alley. 3. In paragraph 1(F)(1) the amount of the Title Commitment is specified to be not less than $11,000,000 and language is added to refer to the title exceptions in the Purchase Agreement. 4. Language is added to paragraph 1(F)(2) to provide that if requested by the Association, the City will confirm its approval of any items in the title binder that it does not object to within the prescribed 15 day period. 5. Paragraph 1(F)(8) has a new sentence added (bottom page 11, top page 12) which permits a portion of the $3,764,734 available for Aquarium purposes to be evidenced by certain pledge payments from the Houston Endowment. 6. Minor corrections and clarifications are made as to descriptions of streets and alleys to be closed in paragraph 1(F)(9), subdivisions (1), (c), (d) and (e) on pages 12 and 13. 7. Paragraph (1)(F)(10)(1) is changed on page 14 to provide for agreement between the City and the Association, rather than the City, the Association and the Port, to file the final plat upon conclusion of condemnation proceedings. 8. Paragraph (1)(F)(10)(4), on page 15, is changed to describe the amount of the Interim Construction Loan as $10,000,000 plus estimated accrued interest rather than $11,000,000. 9. Paragraph 2, page 16, is amended to designate the Association Construction Account as an account restricted to payment of all construction costs rather than a Trust Fund for that purpose. 10. Paragraph 4, Page 17, is modified to make it clear that the lease term will commence at the time the primary land and building is conveyed to the City pursuant to the Purchase Agreement. 11. A new paragraph 38, page 30-31, is added to make it clear that City makes no warranties to Association as to the leased property, and to provide that City and Association will cooperate to enforce all their rights against third parties arising out of construction of the Aquarium improvements. 12. Paragraph "m" of the definitions part of the Purchase Agreement (Exhibit G) is changed to provide that "plans" includes final construction plans and specifications. 13. Paragraphs "r", "s", and "t" are added to the Purchase Agreement defining "independent architect", "certificate of substantial completion", and "concurrence letter". 501XA050.DOC 14. Paragraph 3 of the Purchase Agreement adds the Association as a party to the Escrow Agreement and adds language conforming the Agreement to Internal Revenue Code requirements as advised by bond council. 15. The third paragraph of paragraph numbered 4 of the Purchase Agreement is amended to make it clear that the premium for the Exchange Title Policy is paid by the Association. 16. Paragraph 6 of the Purchase Agreement is amended to require that Closing occur within 30 days after notice of substantial completion, to define substantial completion according to the the American Institute of Architects definition, to give the Escrow Agent 10 days to examine documents presented to him, to require the concurrence letter from the independent architect as one of the documents which must be presented at Closing, to require the Escrow Agent to execute and deliver the Escrow documents within 10 days of receipt, and to make other minor language clarifications. 17. A sentence is added to Paragraph 8 of the Purchase Agreement to provide that if the Escrow Agreement terminates prior to performance of the Escrow Agent's duties, the Purchase Agreement and the Aquarium Lease automatically terminate, and neither party shall have any further obligations under either. 18. Paragraph 9 of the Purchase Agreement is amended to provide that the City Manager's approval of modifications will be in writing. 19. Paragraph 12 of the Purchase Agreement is amended to add language that the Association will assign to the City its warranties and causes of action with respect to construction of the Aquarium. 20. Paragraph 13 of the Purchase Agreement is amended to delete a provision by which City would share in ad valorem taxes. 21. A new Paragraph 14 is added to the Purchase Agreement to make it clear that the City's total financial responsibility shall not exceed the monies held by the Escrow Agent. 22. A new Paragraph is added to Exhibit VII of the Purchase Agreement providing that the Association does not make any warranties with respect to the Improvements conveyed to the City, but that the Association assigns to the City its warranties and causes of action against third parties with respect to the improvements. 23. Exhibit VI to the Purchase Agreements adds Permitted Exceptions 7 and 8, and adds "alleys" to 5. 24. Exhibit VIII to the Purchase Agreement, the conveyance of the exchange tract from the City to the Association, is changed to clarify that the City is providing only a special warranty rather than a general warranty, and adds a new paragraph that the City waives any implied liens in the property, which will correspond to the same provision in the deed from the Association to the City. 25. Changes are made in various exhibits to reflect the fact that a 30 -foot portion of Canal street which was expected to be conveyed to the Association by the Port, will be leased instead. These include Exhibit II of the Purchase Agreement, and with respect to the Aquarium Lease, Exhibit A, attachment 3, Exhibit B, attachments 1 & 2, Exhibit F, and Exhibit H. In addition, the Interim Closing Line is added to Exhibit B, attachment 1. 501XA050.DOC MOTION TO AMEND ON THIRD READING It is hereby moved that the ordinance approving the Aquarium Lease, as passed on Second Reading on March 8, 1988, and the Exhibit thereto, be amended on Third Reading to hereafter provide as follows: AN ORDINANCE AUTHORIZING THE EXECUTION OF A LEASE AGREEMENT WITH THE TEXAS STATE AQUARIUM ASSOCIATION FOR THE AQUARIUM PROJECT; AND PROVIDING FOR PUBLICATION. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager is hereby authorized to execute an agreement with the Texas State Aquarium Association for lease of City property for the Aquarium Project and undertakings of the parties in connection therewith, all as more fully set forth in the agreement, a substantial copy of which is attached hereto and made a part hereof, marked Exhibit 1. SECTION 2. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. 202JB015.Ltr AN ORDINANCE AUTHORIZING THE EXECUTION OF A LEASE AGREEMENT WITH THE TEXAS STATE AQUARIUM ASSOCIATION FOR THE AQUARIUM PROJECT; AND PROVIDING FOR PUBLICATION. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager is hereby authorized to execute an agreement with the Texas State Aquarium Association for lease of City property for the Aquarium Project and undertakings of the parties in connection therewith, all as more fully set forth in the agreement, a substantial copy of which is attached hereto and made a part hereof, marked Exhibit 1. SECTION 2. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. 202JB015.Ltr AQUARIUM LEASE THE STATE OF TEXAS } COUNTY OF NUECES } REVISED 3/16/88 WHEREAS, the Texas State Aquarium Association, a Texas nonprofit corporation (the "Association") plans to construct and operate a public aquarium (the "Aquarium") in Corpus Christi, Texas, with such Aquarium to be operated on a nonprofit basis for multiple public purposes including the education and enjoyment of Corpus Christi citizens and visitors from inside and outside of Texas, promotion and growth of scientific knowledge, advancement of interest in marine life and mariculture and the study thereof; and WHEREAS, the State Legislature of the State of Texas has designated such Aquarium facility to be operated by Association as the official Aquarium of the State of Texas; and WHEREAS, Association has purchased, utilizing its own funds, for a purchase price in excess of Two Million Eight Hundred Thousand Dollars ($2,800,000), a partial site location on the south end of Corpus Christi Beach, for the purpose of causing to be built thereon a public Aquarium building; and WHEREAS, the citizens of Corpus Christi approved the sale of general obligation bonds by the City of Corpus Christi in the amount of Four Million Dollars ($4,000,000) for the purpose of enhancing full and complete enjoyment of the Aquarium by ey,t4;4;1- 1 01H11041.agm 1 expending said funds on improvements to public property in the vicinity of the Aquarium; and WHEREAS, by Agreement of February 2, 1987, authorized by City Ordinance No. 19619, City agreed with Association to utilize a portion of said bond funds for improvements to public property in the vicinity of the Aquarium, in accordance with certain terms and conditions in said Agreement; and WHEREAS, by Agreement of June 3, 1987, authorized by City Ordinance No. 19764, City agreed with Association to expend up to a maximum amount of Five Hundred Thousand Dollars ($500,000) of City funds to reimburse Association for costs incurred by Associ- ation in retaining an architectural firm to prepare schematic design plans and design development documents and construction plans and specifications for the Texas State Aquarium facilities, in accordance with certain terms and conditions in said Agree- ment; and WHEREAS, City and Association desire to further expedite the Aquarium project to obtain the above -recited public benefits at the earliest feasible time while assuring appropriate account- ability for public monies contributed thereto: NOW, THEREFORE, for and in consideration of the mutual agreements and promises herein contained, City and Association do mutually agree and covenant as follows: 1. Demised premises; conditions. City does hereby lease, let and demise to Association all of the property described in the attached Exhibit 01H11041.agm nAII and all improvements located thereon (the "Property") conditioned upon all of the following events first occurring: (A) Association has actually expended for Aquarium purposes not less than Two Million Dollars ($2,000,000) of its own monies which it has raised, excluding any monies provided by City and excluding any monies Association is obligated to pay to any person in satisfaction of indebtedness. It is the intention of the parties that after expenditure of said Two Million Dollars ($2,000,000) Association will still have net assets over liabilities. (B) It is acknowledged that Association has submit- ted to City an acceptable schematic design study of the Aquarium improvements consisting of drawings and other documents illustrating the scale and relationship of the Aquarium compo- nents and the building design concept ("the Aquarium Improvements"). (C) Within six months from the date of this Agree- ment, and prior to submit to City, for Closing, Association shall City's approval, reasonably satisfactory, complete, detailed construction plans and specifications for the Aquarium Improvements, and which shall include reasonably complete systems for water and wastewater service to the Aquarium. 01H11041.agm 3 (D) Prior to Closing, City Manager shall approve the construction plans and specifications submitted pursuant to (C). (E) Within six months from the date of this Agree- ment, Association shall obtain binding bids and execute full and complete written contracts for the construction of all of the Aquarium Im- provements, as shown in the approved plans and specifications, from competent and fully bonded contractors for a guaranteed maximum price not to exceed Ten Million Dollars ($10,000,000) plus such additional funds as Association has avail- able and commits to the construction contract. (F) Within six months from the date of this Agreement, and simultaneous with the execution of the con- tract in (E) above, at a mutually agreeable closing date and time ("the Closing"), the Associ- ation and the City shall enter into the Purchase Agreement ("the Purchase Agreement") substantially in the form attached hereto as Exhibit "G" which provides for the purchase by and conveyance to the City, by general warranty deed, in fee simple, of the property described on the attached Exhibit B and all Aquarium improvements located thereon, ("the Association Property") according to and subject to the terms and procedures provided in such Purchase Agreement. Provided, however, the 01H11041.agm 4 property indicated in orange on the drawing (attached hereto as part of Exhibit B) shall be conveyed to City as part of such purchase only as a perpetual, nonexclusive easement (the "Easement Property"), and the conveyance of the previous public right of way shall be by special warranty deed of all right, title, and interest of the Association as to such property. Association Property to be conveyed by the Association to the City shall also include property to be conveyed pursuant to the separate exchange described in subparagraph 1(F) (10)(2) and Exhibit C hereof. In addition to the execution and delivery of the Purchase Agreement, an additional condition of Closing shall be the receipt by the Association at Closing of a legal opinion addressed Association of Fulbright and Jaworski, reasonably acceptable to the Association counsel, that been issued the certificates for a lawful to the in form and its of obligation have purpose and the $10,000,000 of proceeds may be lawfully utilized for the purchase of the Aquarium Facility by the City from the Association pursuant to the Purchase Agreement, and subject to compliance with the terms of the Escrow Agreement contemplated by the Purchase Agreement, and the written opinion addressed to the Association of the City Attorney 01H11041.agm 5 of City that City has all necessary legal authority and has obtained all necessary legal authorization to enter into the Purchase Agreement and to perform the City's obligation to purchase thereunder. (1) Title Commitment or Title Binder. Association shall, at least 25 days prior to Closing, furnish to City a commitment for an Owner's Policy of Title Insurance (hereinafter referred to as the "Title Binder" or "Title Commitment"), issued by Lawyers Title Insurance Company, in an amount not less than $11,000,000 together with legible copies of all instruments referred to therein as conditions, exceptions and liens, and under the terms of which the Title Company shall agree to issue an Owner's Policy of Title Insurance to City insuring the title of City to the Association Property (other than any portion of the Easement Property included within any public street or alley) in the agreed amount upon the closing under the Purchase Agreement, free and clear of any and all liens or encumbrances except the exceptions set forth in Owner Policies of Title Insurance, Numbers 90-00-248556 and 90-00-248557, by Lawyers Title Insurance Corporation, Post Office Box 50159, Dallas, Texas 75250, attached hereto as Exhibit D and E and the 01H11041.agm 6 title exceptions set forth in the Purchase Agreement ("the Permitted Exceptions"). Provided, however, prior to or simultaneously with Closing as provided herein, Association shall procure release of the Deed of Trust and lien securing the $2,600,000 loan of April 9, 1986, referenced in the first paragraph of Schedule B of said policies (Exhibits D and E), from the Association Property described on Exhibit B except for the Easement Property. As to the Easement Property, such Deed of Trust and Lien shall be subordinated by the lienholder to the City's perpetual nonexclusive easement. Cost of the Title Policy shall be borne as specified in the Purchase Agreement. (2) Review of Title Binder by City. City shall have a period of fifteen (15) days after receipt of the last of the Title Binder to review such item and to deliver in writing such objections as City may have to anything contained or set forth or in the Title Binder. Any such items to which City does not object within such fifteen (15) day period, together with the exceptions set forth elsewhere herein, shall be deemed to be permitted exceptions. If requested by Association, City, acting through its City Manager, shall confirm in writing its approval of any matters it has not objected to pursuant to this paragraph. niuiindi arm 7 (3) Association's Obligation to Cure City's Objections to Title. If exceptions to the title to the Association Property have been raised in the Title Binder other than the Permitted Exceptions or the standard printed exceptions and if City delivers written objections thereto to Association in accordance with the foregoing, then Association may, but shall not be obligated to, cure and satisfy such objections prior to Closing. If Association is unable to cure such objections before the Closing or elects not to cure the same by notice to the City, City through its City Manager may either (i) waive such objections and proceed to close, or (ii) terminate this Contract by written notice to Association either within five (5) days of Association's giving notice of its election not to cure or at Closing, whichever shall first occur. If such termination notice is not timely given by the City, City shall have elected to close and waive the right to terminate. (4) Certain Covenants of Association. Association covenants and agrees with City that, between the date hereof and the date of Closing: (a) immediately upon obtaining knowledge of the institution of any proceeding for the condemnation of the Association Property, or any 01H11041.agm 8 portion thereof, of any other proceeding arising out of an injury or damage to the Association Property, or any portion thereof, Association will notify City of the pendency of such proceed- ings; (b) Association will not, without the prior written consent of City, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitu- tional or contractual, (except for the lien for ad valorem taxes on the Association Property which are not delinquent and the Interim Con- struction Loan described in subparagraph 1(F)(10)(4) hereof), security interest, encum- brance or charge, in any manner to any part of the Association Property; (c) Prior to expiration of this Agreement or the Closing hereof, Association will not enter into any agreement that would defeat the rights of City hereunder. (5) Inspection. Prior to Closing, City, its agents, contractors, and representatives shall have the right of access upon or to the Association Property for the purpose of performing, at City's sole expense, engineering surveys, air, 01H11041.agm 9 water or soil tests (including borings) and other studies of the Association Property. In the event this Contract does not close, City shall repair any damage to the Association Property sustained through the use of the Associa- tion Property for this purpose. (6) City's Acknowledgments. City acknowledges that Association has made no warranties or represen- tations to City as to the Association Property or existing improvements as of the Closing date, zoning status of the Association Property, the number of gross or net acreage contained in the Association Property, or any other matter. (7) Purchase Agreement Closing. At Purchase Agreement Closing, the Association, shall deliver such documents as specified in the Purchase Agreement. (8) Deposit; Accounts. Simultaneous with the execu- tion and delivery of the contracts described in subparagraphs (E)and (F) hereof, City shall deposit in an account (hereinafter the "City Purchase Account") the amount of Ten Million Dollars ($10,000,000) in funds obtained through the sale of securities issued by City on its behalf or on behalf of Tax Reinvestment Zone No. 1 or both, which securities will be repayable with funds from said Reinvestment Zone. Provided, it is expressly acknowledged that the obligation to 01H11041.agm 10 deposit said monies shall be contingent upon the availability of such monies pursuant to a financ- ing plan satisfactory to the City. Neither Association nor City shall be required to close this transaction in the absence of such funds. Association shall simultaneously (1) deposit in an account (hereinafter the "Association Con- struction Account") the balance of monies required to be paid under the construction contracts, said accounts to be administered as provided elsewhere in this Agreement, and (2) Provide certification and reasonably satisfactory evidence that it has purposes not immediately available for Aquarium less than $3,764,734 including the amount deposited in the Association Construction Account less (a) a sum not to exceed $1,100,000 previously spent by the Association for design fees (b) and less a sum not to exceed $79,000 per month spent for administrative, construction and design management, fund raising, interest, taxes and capital expenditures since January 1, 1988. It is understood that a portion of such $3,764,734 shall be in the form of a bank line of credit which shall be secured by pledges committed to Association from benefactors and secured by the Association's remaining real estate not to be conveyed to the City. It is also understood that 01H11041.agm 11 a portion of such $3,764,734 shall be evidenced by the 1988 pledge payments due from the Houston Endowment, which provides for two 1988 payments of $1,000,000 each on May 31, 1988 and December 31, 1988. (9) Prior to or simultaneous with Closing, City shall have the following streets closed and part con- veyed to Association as follows: (1) Canal Street east of the existing Surfside Blvd., with Association acquiring from City the northern one-half between Corpus Christi Bay and the middle of the alley. Association will attempt to acquire the other one-half from the Port of Corpus Christi. (2) All of Bennett Street with Association acquiring both halves. (3) North Shoreline Boulevard south of Pearl Street with Association acquiring most of the west one-half from the south line of Pearl to the north line of Canal Avenue as shown on the Plat attached as Exhibit B. (4) Surfside Boulevard south of Pearl with Association acquiring the one-half of the street contiguous to the eight (8) lots owned by the Association. (5) The alleys in blocks (3) and (4) with the City and the Association acquiring the applicable halves of such alleys contiguous to each's respec- 01H11041.agm 12 tive parcels of property. In the event of any delays in completion of any of the condemnation proceedings described in subparagraph 1(F)(10)(3) below, the Association and the City Manager may agree to modify such condition of Closing to provide for delays in regard to any of the following partial street closings until completion by the City of any contiguous and applicable property condemnation: (a) North Shoreline between Pearl Street and the "Interim Closing Line" marked on the drawing attached as Exhibit B. (b) Surfside Boulevard south of Pearl. (c) The alley in Block 3 and Block 4. (d) Canal Avenue west of the east boundary of the Block 3 alley. (e) Bennett Street west of the east boundary of the Block 3 alley. (10) The following shall also be conditions precedent to Closing: (1) Approval by all required parties and the execution by the City, the Association and the Port of Corpus Christi of the Plat substantially in the form attached as Exhibit F. In the event, because of any delays in completion of any condemnation proceedings described herein, it is not possible, prior to closing, to initially 01H11041.agm 13 complete the filing of the master plat shown on the attached Exhibit F, this closing requirement may also be satisfied by the execution, approval and filing of a plat for a lesser portion of the property described on the attached Exhibit F (such interim plat being substantially in the form as attached as Exhibit H). In the event the interim plat (Exhibit H) is utilized, the Association and the City agree to execute, approve and file the plat substantially in the form attached as Exhibit F as soon as the City acquires all of the property subject to the proceedings described in subparagraph 1(F)(10)(3) hereof. In regard to property covered by such plat, the acreage platting fee normally paid to the City shall not be required to be paid by the Associa- tion to the City. (The acreage platting fee for the property owned by the Port of Corpus Christi which is not leased to the Association or dedicat- ed for public streets shall be due from the Port of Corpus Christi.) (2) City acknowledges receipt of an acceptable appraisal in regard to the proposed exchange of properties described on the attached Exhibit C. The Association as a separate provision of the Purchase Agreement shall convey to the City Parcel C-1 (as shown on Exhibit C), simultaneous with the 01H11041.agm 14 conveyance of the property being purchased by the City from the Association pursuant to the Purchase Agreement. The conveyance by the City to the Association of Parcel C-2 (as shown on Exhibit C) shall be at the same time. (3) The completion by the City of the acquisition by condemnation described in paragraph 2C of the February 2, 1987, agreement between the City and the Association (except for deleted Parcel 8, 50' of N90' of Lot 117, Block 43), unless both the Association and City Manager agree to any specific or partial deferral of such completion require- ment. (4) The closing of an Interim Construction Loan ("Interim Construction Loan") in favor of the Association providing funds for construction of the Aquarium Improvements in the amount of $10,000,000 plus an amount equal to estimated accrued interest thereon, pursuant to terms and conditions acceptable to the Association and the City Manager. (5) Approval by City Council of the final form of the Purchase Agreement. 2. Purchase Proceeds and Contribution Funds. Upon closing of the purchase of the Association Property and Aquarium Improve- ments, pursuant to the Purchase Agreement, funds in the City Purchase Account shall be utilized for the purchase price for such purchase. Any portion of the interest earned on the City 01H11041.agm 15 Purchase Account not utilized for the purchase price under the Purchase Agreement and any other agreed expenses shall be re- turned to the City. The Association Construction Account shall be maintained in an account restricted to payment of all construction costs (other than interest on the Interim Construction Loan) in excess of $10,000,000 and shall be payable only upon presentation of invoices from the Contractors which have been certified as correct by the Association. Subject to use for the agreed purpose, the Association Construction Account may be pledged by the Association to the lender under the Interim Construction Loan to satisfy such lender of the availability of such funds to complete the Aquarium Improvements. The Associa- tion may require that the funds deposited in the Association Construction Account be invested in United States Treasury securities or the equivalent. Upon completion of the purchase contemplated by the Purchase Agreement (and payment in full of the Interim Construction Loan), interest earned on the Associa- tion Construction Fund shall be payable to the Association its use for any purpose related to the Aquarium. 3. Construction supervision and acceptance. for Association shall be exclusively responsible for supervision of construction of the Aquarium Improvements, and assuring that construction is timely and satisfactorily completed in accordance with the terms of the construction contracts, and Association is authorized, upon advice of its architectural/engineering consultants, to determine when and if the Aquarium Improvements should be accept- ed. 01H11041.agm 16 4. Term. The term of this Lease shall be for a period of twenty (20) years, commencing with the "Purchase Closing" under the Purchase Agreement, and ending twenty (20) years thereafter on the anniversary of said date. Provided, however, the term of the lease shall be five (5) years from the same date for all parts of the leased premises which are submerged lands patented to City by the State of Texas (such property being described on the attached Exhibit A). Expiration of said five (5) year portion of the Lease shall in no way affect the obligations of City and Aquarium under the remainder of this Lease. 5. Permitted use. The demised premises shall be used solely as an aquarium and sea life park, referred to hereafter as the "Aquarium or Aquarium Facility"; provided, however, that Association may operate food, drink, souvenir, museum gift shop and other concessions in conjunction and consistent with, but secondary to, operation of the Aquarium Facility. 6. Aquarium operation; admission. The operation of the Aquarium Facility shall be carried out by Association in a businesslike manner at all times and Association shall be solely responsible for the operation, planning and management of the Aquarium Facility. Association shall furnish and stock the Aquarium Facility with all marine life, equipment and facilities consistent with a first-class aquarium operation. The Aquarium Facility shall be operated by Association for the use and benefit of the public and shall be open during a reasonable portion of the daytime hours of most days of the year; provided, however, 01H11041.agm 17 that Association may charge an admission fee to said Aquarium Facility on a nondiscriminatory basis and Association shall be entitled to fence the Property and control and restrict access in such regard. Association may adopt admission fee rate structures of the type normally adopted by public aquariums and zoos. 7. Safety. Association shall create, inspect and maintain adequate firefighting and safety systems. 8. Maintenance. Association shall at all times during the continuance of this lease keep and maintain in good repair and clean and attractive condition all buildings, improvements, grounds, and personal property on the Property and in the event any improvement erected on the Property for Aquarium purposes, or any structures erected in place thereof, are damaged or de- stroyed, Association, as soon as the same may be done, will repair or restore the injured property in as good condition and value as before such damage or destruction. Upon termination or expiration of this Agreement, Association shall return the buildings, improvements, grounds, and personal property to City in the condition required in the preceding sentence. 9. Pollution of Bay. Association shall make reasonable efforts to ensure that no pollutant, effluent, liquid or solid waste material, fresh or salt water discharge (except salt water discharges approved by the City and authorized by all applicable and required state and federal government permits), litter, trash, or garbage issues from the Property or is allowed to collect in Corpus Christi Bay. 01H11041.agm 18 10. Revenues generated. All funds generated by the opera- tion of the Texas State Aquarium and/or the private fund raising efforts of Association shall be used exclusively by Association for the benefit of the Texas State Aquarium facilities and programs operated by Association for educational and scientific purposes or as otherwise allowed under Section 501(c)(3) of the Internal Revenue Code. 11. Association responsibility. Except as otherwise ex- pressly provided in this Agreement, Association shall be exclu- sively responsible for all planning, design, financing, advertis- ing for bids, choice of contractor, supervision of construction, construction, equipping, stocking, establishment, operation, maintenance, and all other activities related to the Aquarium. Association shall not be relieved of such responsibility by any inspection or approval by City or its agents of the Aquarium or any part thereof or any activity connected therewith, nor by any right of City, under this Agreement or otherwise, whether exercised or not, to make any such inspection or approval. 12. Financial statements. Association shall keep strict and accurate books of account and shall deliver to the City's Director of Finance an annual financial statement prepared by an independent certified public accounting firm reflecting separate- ly financial operations of the Aquarium Facility and the Associa- tion for such calendar year. These statements shall be delivered to the Director of Finance by the 15th day of April in the year 01H11041.agm 19 following the year to which they relate. The books of account and all Association records shall be available to City upon request during normal business hours. 13. Assignment or sublease. Association may not assign this lease nor sublease the premises nor any part thereof without the prior written consent of City. Provided, however, Association may contract for and/or sublease a food and/or drink concession or concessions for the Aquarium facilities and space rent any auditorium or any other portion of the facilities for special events, so long as Association maintains control over such areas and assures that their operation is consistent with this Agree- ment. Provided, further, Aquarium may sublease dock space to allow tourist boat, water taxi, research, and university boat access. 14. Sanitation. Garbage and trash shall be stored on the Property in normal containers or dumpster type containers. Such containers shall be stored inside a small building, screened or appropriately landscaped area. Garbage pickup service will be obtained by Association on a schedule sufficient to maintain the Property in a clean and sanitary condition. 15. Parking. Parking for Aquarium employees and patrons will be on the public parking lots to be built by City on land in the general vicinity of the Property; provided, however, that such areas need not be for the exclusive use of Association, its employees and customers. City may establish reasonable rates for such parking. 01H11041.agm 20 16. Nondiscrimination. Association warrants that it is and will continue to be an equal opportunity employer and hereby covenants that no employee or customer shall be discriminated against because of race, creed, color, sex, handicap, or national origin. 17. Inspection. City personnel shall have the right to enter upon the Property, including buildings thereon, at all times, for purposes of any inspection, repair, fire or police action, and the enforcement of this lease. 18. Contractor's insurance. Association shall require the contractor employed for construction of the Aquarium improvements to carry insurance coverages throughout the construction period in at least the following amounts: (a) workers' compensation: state law limits; (b) automobile liability: statutory minimum; (c) builder's risk: full replacement value of improvements; (d) general liability (including contractual liability): One Million Dollars ($1,000,000) per person and per occurrence for bodily injury and One Hundred Thousand Dollars ($100,000) for property damage; (e) performance and payment bond: full value of contract. City shall be furnished with a certified copy of such effective policy of insurance prior to commencement of construction. Said policy shall name Association and City as additional insureds, and shall provide that the policy may not be cancelled nor expire until Association and City have each been given thirty (30) days prior written notice of such event. If required by law the Association shall provide any of such insurance in lieu of such insurance being provided by the contractor. 01H11041.agm 21 19. Liability insurance. Association shall obtain and carry a policy of general liability insurance covering all Aquarium related activities, including coverage for poisoning or illness from food or drink, by terms of which City shall be named an additional insured, which shall provide combined single limit coverage in the amount of Five Hundred Thousand Dollars ($500,000). City shall be furnished a certified copy of such effective policy of insurance prior to the commencement of the lease term. Said policy shall include a provision that the policy may not be cancelled nor expire until City has been given thirty (30) days prior written notice of such event. City may require reasonable increases in said coverage based upon annual reviews so that the present real value of said coverage is not diminished over the course of this lease. 20. Workers' compensation insurance. Association shall maintain workers' compensation insurance covering all of its employees. 21. Property insurance. Association shall, throughout the term of the Lease, carry property insurance in the amount of the full replacement value (less 1% deductible) of all improvements and personal property connected with the Aquarium operation, which shall insure against loss or damage by any means, includ- ing fire, windstorm, vandalism, flood or otherwise; provided, however, the flood insurance requirement may be limited to the maximum federally subsidized flood insurance limit, so long as those limits exceed or remain at their present levels. Associa- tion shall furnish City a copy of all such insurance, and 01H11041.agm 22 such insurance shall contain a provision that it may not be cancelled or permitted to expire without thirty days prior written notice to City. If Association shall fail to maintain such insurance, City may terminate this Agreement, or, at its option procure such insurance, in which case any monies paid by City shall be repayable by Association to City upon demand, with interest at the lesser of ten percent per year or the highest permissible legal rate. Any insurance proceeds hereunder shall be paid jointly to City and Association. Association shall decide whether to repair, rebuild, or replace the damaged proper- ty. If Association decides to repair, restore, or rebuild, it shall develop plans and specifications as appropriate, and shall submit them to City for approval. Upon approval City shall cooperate with Association in release of monies as reasonably, periodically required as construction progresses under contract. If Association determines not to repair, rebuild, or replace the property, the insurance proceeds shall be paid first to City up to but not in excess of its contributions under this Agreement, and any excess shall be paid to Association. 22. Indemnity. Association shall fully indemnify, save and hold harmless City, its officers, employees, and agents against any and all liability, damage, loss, claims, demands and actions of any nature whatsoever on account of personal injuries (includ- ing, without limitation on the foregoing, workers' compensation and death claims), or property loss or damage of any kind whatso- ever, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any way connected with, the 01H11041.agm 23 performance of this Agreement or Association's use, operation or occupancy of the Property or the Aquarium. Association shall at its own expense investigate all such claims and demands, attend to their settlement or other disposition, defend all actions based thereon and pay all charges of attorneys and all other costs and expenses of any kind arising from any such liability, damage, loss, claims, demands, and actions. 23. Access for handicapped. The Aquarium Improvements shall be so constructed as to be readily accessible to the handicapped and in compliance with all applicable state and federal laws in regard thereto. 24. Utilities. City shall make sewer, water, and natural gas service available to the Aquarium property, to be paid for by Association at standard City rates. Association shall be responsible for procuring and paying for all utility services whether provided by City or another supplier. 25. Compliance with laws; permits. In the planning, design, construction, and operation of the Aquarium, Association shall comply with all applicable federal, state, and local laws, ordinances, rules and regulations. All applicable permits and licenses shall be obtained by the Association. City shall cooperate in obtaining permits and licenses from other agencies by applying or joining Association in applying for such where City is a necessary party to the application. Association shall, however, prepare all documents, information, and materials necessary to support any such application. Association recog- nizes that as to City licenses or permits, City must apply its rules in an objective, uniform manner. 01H11041.agm 24 (b) Payment of design fees is authorized to any engineering firm and architectural firm acceptable to the City Manager. (c) While Association will operate and maintain the Aquarium during the lease term, City will own that portion of the Aquarium site provided in this Agreement. The lease described in paragraph IID of the February 2, 1987 agreement shall not be utilized; however, the Association shall pay for all expense of constructing parking on the Associ- ation's remaining property marked in blue on the attached Exhibit B and any future parking built on the Association's remaining property. (d) Priorities for expending the balance of the $4 million bond funds shall be as follows: (1) Land acquisition. (2) Bulkheading, breakwater and boat dock. (3) New street construction, storm drainage, utilities installation and relocation. (4) Parking area construction and refinishing of existing street. 28. Lease relationship. It is specifically agreed and understood that the parties intend and do hereby create a land- lord/tenant relationship, and this agreement shall be construed conclusively in favor of that relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and 01H11041.agm 26 agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that no provision con- tained herein, nor any of the acts of the parties hereto, shall be deemed to create any relationship between the parties herein other than that of Landlord and Tenant. 29. Modifications. No changes or modifications to the lease shall be made, nor any provision waived, unless in writing signed by a person authorized to sign agreements on behalf of each party. 30. Termination of lease. Upon occurrence of any Event of Default, City may, at its option, in addition to any other remedy or right hereunder or by law, (a) give notice to Association that this lease shall terminate upon the date specified in the notice, which date shall not be earlier than fifteen (15) days after the giving of such notice, or (b) immediately or at any time after the occurrence of of such Event of Default, and without notice or demand, enter upon the demised premises, and upon the date specified in such notice, or upon any other notice pursuant to law, or upon such entry, this lease and the term thereof shall terminate. Each of the following shall be deemed an Event of Default: (a) failure to have in effect at all times policies of contractor's insurance, liability insurance, 01H11041.agm 27 workers' compensation insurance and property insurance as required elsewhere herein. (b) intentional, knowing or fraudulent failure to maintain strict and accurate books of account, or to furnish said books of account to City for inspection, as provided elsewhere herein. (c) intentional misappropriation of project funds. (d) abandonment of the premises; (e) failure of Association for a period exceeding 180 days to regularly operate the Aquarium open to the public at least five days per week during reason- able business hours; provided, however, that there shall be subtracted from such calculation of days any period during which Association's failure is attributable to acts of God or public enemy, the elements, fire, flood, labor dispute, civil disturbance, or other similar cause beyond Associ- ation's control. (f) failure of Association, within forty-five days after written notice from City, to correct any default in the performance or observance of any other covenant or condition of this Lease. (g) written notice by the Internal Revenue Service that the exemption of the Association from income taxation Internal Revenue under Section 501(c)3 Code of 1986 has been revoked, provided however, the parties 01H11041.agm 28 federal of the finally hereto agree that in the event this lease is cancelled by reason of such loss of tax exemption under such Section 501(c)3 then, in good faith, the parties will negotiate and execute a management contract which complies with the provisions of the Internal Revuene Code of 1986, as amended, so the interest on the securities issued by the City to acquire the Aquarium will not be subject to federal income taxes. Upon termination of this lease as hereinabove provided, or pursuant to statute, or by summary proceedings or otherwise, City may enter forthwith and resume possession either by summary proceedings, or by action at law or in equity or by force or otherwise, as City may determine, without being liable in tres- pass or for any damages. The foregoing rights and remedies given to City are, and shall be deemed to be, cumulative of any other rights of City under law, and the exercise of one shall not be deemed to be an election, and the failure of City at any time to exercise any right or remedy shall not be deemed to operate as a waiver of its right to exercise such right or remedy at any other or future time. 31. Effect of termination or expiration. Upon termination or expiration of this Agreement, all buildings and fixtures on the Property shall become property of City. All personal prop- erty, in such event, shall become property of City at City's option. Should City decide to decline all or part of the per- sonal property, it shall so notify Association within thirty days 01H11041.agm 29 of termination or expiration, and Association shall remove said property within thirty days of its receipt of such notice. If Association shall fail to remove such property within that time period, City may remove and dispose of such property, and Associ- ation shall be liable to City for all expenses incurred thereby. Any City monies payable under this Agreement which, at the time of termination or expiration, remain unspent, shall be returned to or retained by City and spent by City as it sees fit. 32. Fund raising. Association will use its best efforts during the term of this Agreement to raise sufficient funds to fully support the Aquarium, including but not limited to, annual fund-raising drives. 33. Publication cost. Aquarium shall pay the cost of publishing in the legal section of the local newspaper the lease description required by the City Charter. 34. Taxes. Association shall timely pay all ad valorem and other taxes, if any, which shall be levied, assessed or otherwise imposed on the demised premises during the lease term. 35. Notices. Any notices provided for under this lease shall be given, the notice to Christi, Texas mailing the in writing, to the City, by delivering or mailing City Manager, City Hall, P.O. Box 9277, Corpus 78469, and to the Association by delivering or notice to Texas State Aquarium Association, P.O. Box 31207, Corpus Christi, Texas 78404, or any other address as the parties may from time to time designate in writing. 01H11041.agm 30 36. Captions. The captions employed in this lease are for convenience only and are not intended to and shall not in any way limit or amplify the terms or provisions herein. 37. Delivery of Final Plans. By October 31, 1988, final construction plans and specifications for the Aquarium Improve- ments shall be delivered by Association to the City Manager. Such final plans and specifications shall substantially and materially conform to the plans and specifications previously approved by City pursuant to Paragraph 1(c) of this Lease Agree- ment and shall, in detail, quality, requirements and assurances, be at least equivalent to City construction projects of similar magnitude. 38. Representations; Cooperation. Association acknowledges and agrees that the leased property and all improvements thereon or to be constructed thereon are leased by City to Association, and are accepted by Association "AS IS", in its then current condition and appearance, and without any warranties by City, express or implied, with respect to appearance, condition, defects, habitability, fitness for any specific purpose, or the availability of access. Association agrees that Association is not relying and shall not rely on any statement, covenant, representation or warranty pertaining to any of the matters described in this paragraph which is not expressly set forth in this Agreement. City and Association shall cooperate to enforce all warranties and causes of action available to either party against third parties arising out of or in any way related to construction of the Aquarium Improvements. 01H11041.agm 31 EXECUTED in duplicate originals this the day of , 1988, by the authorized representatives of the parties. ATTEST: TEXAS STATE AQUARIUM ASSOCIATION Secretary ATTEST: By President CITY OF CORPUS CHRISTI, TEXAS By Armando Chapa Juan Garza City Secretary City Manager APPROVED: day of , 1988 Hal George, City Attorney By Assistant City Attorney THE STATE OF TEXAS } COUNTY OF NUECES } BEFORE ME, the undersigned authority, on this day personally appeared Juan Garza, City Manager of the City of Corpus Christi, Texas, a municipal corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of said City of Corpus Christi for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of , 1988. Notary Public, State of Texas 01H11041.agm 32 EXHIBIT A EXHIBIT B EXHIBIT LIST - Description of Property to be Leased Five (5) Year Lease Agreement Property Description: Attachment (1): Tracts No. 1, 2, and 3: Description of submerged parcel located behind bulkhead on the landside. Attachment (2): Tract No. 4: Description of submerged parcel located on the waterside of bulkhead. Twenty (20) Year Lease Agreement Property Description: Attachment (3): Tract No. 5: Description of parcel behind bulkhead on the landside. - Attachment (1): Drawing of Aquarium Site by SMITH and RUSSO, INC., dated February 10, 1988. Attachment (2): Descriptions ,of,property to be conveyed by TSAR to City. (Being that property outlined in pink on Exhibit B, attachment (1) drawing.) Attachment (3): Description of non-exclusive easement granted by TSAA to City. (Being that property marked in orange on Exhibit B, attachment (1) drawing.) Attachment (4): Description of property to be conveyed by the TSAA to the City in exchange for other City property. (Being that property marked in yellow and identified as C-1 on Exhibit B, attachment (1) drawing.) EXHIBIT C - Attachment (1): Description of two properties to be exchanged: Texas State Aquarium Exchange Parcel (C-1) City of Corpus Christi Exchange Parcel (C-2) EXHIBITS D & E - Prior Title Policies (in possession of City). EXHIBIT F - Texas State Aquarium Subdivision Final Plat (Pre -Submittal corrected per City Staff Comments February 24, 1988). EXHIBIT G - Purchase Agreement. EXHIBIT H - Texas State Aquarium Subdivision Fnterim Plat Unit 1. Final 3/15/88 EXHIBIT - "A" FIVE (5) YEAR LEASE AGREEMENT: DESCRIPTION OF SUBMERGED PARCELS LOCATED BEHIND THE BULKHEAD ON THE LAND SIDE. TRACT 1: Being a parcel of land located in Nueces County ,Texas at the Texas State Aquarium site and being more particularly described by metes and bounds as follows: Beginning at a point located at the intersection of the centerline of Canal Avenue and the East R.O.W.-of North Shoreline Boulevard; Thence South 58° 21' 24" East, 160.51 feet to the beginning point of Tract 1, located in the most Southerly corner of said tract and being the most Southerly corner of the bulkhead face. Thence North 61° 38' 37* East , 149.10 feet along the face of the bulkhead; Thence South 75° 49'47* West, 67.48 feet to a corner; Thence South 42° 57' 12' West, 50.99 feet to a corner;. Thence South 60° 54' 27" West, :34.42 feet to the point of beginning of Tract 1 and the Southwest corner of Tract 1, containing 0.023 acres more or less. TRACT 2: Beginning at a point located at the intersection of the centerline of Canal Avenue and the East R.O.W. of -North Shoreline Boulevard; Thence South 58° 21' 24* East, 235.96 feet to a corner; Thence North 31° 38' 36" East, 130.68 feet to the point of beginning of said Tract 2 and the Southwest corner of this sections Thence North 610 38' 37" East, 28.09 feet to a corner on the bulkhead face; Thence North 31° 38' 36' East, 174.66 feet along the Easterly face of the bulkhead; Page 1 of 2 Final 3/15/88 ATTACHMENT (1) Thence South 41° 48' 10" West 50.43 feet to a corner; Thence South 330 07' 58" West, 50.02 feet to a corner; Thence South 34° 23' 29" West, 50.06 feet to a corner; Thence South 33° 19' 31" West, 49.36 feet to the Southwest corner and the point of beginning of Tract 2 containing 0.04 acres more or less. TRACT 3: Beginning at a point located at the intersection of the centerline of Canal Avenue and the East R.O.W. of North Shoreline Boulevard; Thence North 31° 38' 36" East, 358.75 feet along the East R.O.W. of North Shoreline Boulevard; Thence South 58° 21' 24" East, 250.00 feet to the beginning point of Tract 3 and the most Southerly corner of said section; Thence North 31° 38'36" East, 51.25 feet along the face of the bulkhead to .a corner; Thence North 58° 21'24" West, 120.36 feet to a bulkhead corner; Thence North 28° 21' 21" West, 25.74 feet along the face of the bulkhead to a point on Block F property line; Thence South 18° 55' 11" West, 29.72 feet to a corner; Thence South 42° 50' 59* East, 47.83 feet to a corner; Thence South 44° 25' 14" East, 92.75 feet to the point of beginning of Tract 3 and the most Southerly corner of said section containing 0.11 acres more or less. Page 2 of 2 Final 3/15/88 ATTACHMENT (I) ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT A ATTACHMENT NO. 1 THAT IS TOO LARGE TO COPY EXHIBIT - "A" FIVE (51 YEAR LEASE AGREEMENT: DESCRIPTION OF SUBMERGED PARCEL LOCATED ON THE WATERSIDE OF THE BULKHEAD. TRACT 4: Being a parcel of land comprising 3.87 acres more or less, located in Nueces County, Texas at the Texas State Aquarium site and being more particularly described as follows: Beginning at a point located at the intersection of centerline of Canal Avenue and the East R.O.W. of North Shoreline Boulevard; Thence South 58° 21' 24" East, 160.51 feet to the point of beginning of Tract 4 and the most Southerly corner of the bulkhead; Thence South 310 38' 36" West, 30.00 feet to the Southwest limits of the breakwater; Thence South 58° 21'24" East, 32.10 feet to a corner; Thence South 800 51' 24" East, 123.83 feet for the point -of curvature of a circular curve to the left whose radius bears North 090 08' 36" East , 175.00 feet and which has_ a central angle of 67° 28' 54.12" , a radius of 175.00 feet, a tangent distance of 116.89 feet and an arc length of 206.11 feet; Thence, with said curve to the left, 206.11 feet for the point of tangency; Thence continuing North 31° 38' 36" East, 216.96 feet to a corner; Thence North 51° 38' 36" East, 92.95 feet to a corner; Thence North 31° 38' 36" East, 206.07 feet to the Northeast corner of this tract Thence North 58° 21' 24" West, to a point located on the existing shoreline of Corpus Christi Bay. Thence meandering Southerly along said shoreline of Corpus Christi Bay to the Southeast corner of Brooklyn Addition, Block F, Lot 10= Final 3/15/88 Page 1 of 2 Attachment (2) 'W. Thence South 37° 21' 21"Aest,.46.64:feet to 46:Orrin- Thence South 120 1550! East, 4:72 -feet to a corner; Thence South 580 21' 24 East, 15.00 feet to a corner; Thence South 31° 38'36 West, 108.0 feet to a corner on the bulkhead face. Thence South 28° 21' 21' East, 40.00 feet to a bulkhead Corner; Thence South 58° 21' 24" East, 120.36 feet along the face of the bulkhead; Thence South 310 38' 36' West, 255.00 feet along the East bulkhead line. Thence South 610 38' 37" West, 178.98 feet to the point of beginning of Tract 4 and the most Southerly point of the bulkhead face. - Final 3/15188 , Page 2 of 2 ATTACIelliff (2) ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT A ATTACHMENT NO. 2 THAT IS TOO LARGE TO COPY EXHIBIT A TWENTY (20) YEAR LEASE AGREEMENT: Description of parcel behind bulkhead on the landside. TRACT NO. 5 BEGINNING at a point at the intersection of the centerline extended of North Shoreline Boulevard a one hundred (100') foot road, and Canal Avenue (9th Street) a sixty (60') foot road as shown by map of record of Brooklyn Addition in Volume "A", page 30-32, Map Records of Nueces County, Texas; said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,358,012.14, y = 781,809.17, THENCE N 31° 38' 36" E, a distance of 465.38 feet to a point for corner, THENCE in a Southeasterly direction along a curve to the left having a central angle of 106° 54' 36", a radius of 55.00 feet, a tangent length of 74.21 feet and an ARC length of 102.63 feet to the end of said curve and a point for corner, THENCE N 31° 38' 36" E, a distance of 8.00 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 25.00 feet to a point for corner, THENCE N 31° 38' 36" E, a distance of 64.00 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 35.84 feet to a point for corner, THENCE S 43° 48' 46" W, a distance of 2.24 feet to a point for corner, THENCE S 37° 21' 21" W, a distance of 46.64 feet to a point for corner, THENCE S 10° 31' 28" E, a distance of 4.61 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 15.00 feet to a point for corner, THENCE S 31" 38' 36" W, a distance of 108.00 feet to a point for corner, THENCE S 28° 21' 22" E, a distance of 40.00 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 120.36 feet to a point for corner, THENCE S 31" 38' 36" W. a distance of 255.00 feet to a point for corner, THENCE S 61° 38' 37" W, a distance of 178.98 feet to a point for corner, THENCE N 58° 21' 24" W, a. distance of 210.34 feet to the. Point of Beginning forming a tract embracing 131,635 square feet (3.02± acres) more or less, SAVE and EXCEPT Tracts No. 1, 2, and 3 as described on Exhibit "A", Attachment No. 1. Final 3/15/88 Attachment No. 3 ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT A ATTACHMENT NO. 3 THAT IS TOO LARGE TO COPY ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT B ATTACHMENT NO. 1 THAT IS TOO LARGE TO COPY 4ti EXHIBIT B DESCRIPTION OF PROPERTY TO BE CONVEYED BY TEXAS STATE AQUARIUM ASSOCIATION TO THE CITY OF CORPUS CHRISTI (Being that property outlined in pink on Exhibit "B" Attachment No. 1). PARCEL NO. 1 (PREVIOUSLY RIGHT-OF-WAYS) BEGINNING at a point at the intersection of the centerlines extended of North Shoreline Boulevard a one hundred (100') foot road and Canal Avenue (9th Street) a sixty (60') foot road as shown by map of record of Brooklyn Addition in Volume "A", pages 30-32, Map Records of Nuece-s County, Texas; and said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,358,012.14, y = 781,809.17, THENCE along said centerline extended of North Shoreline Boulevard N 31° 38' 36" E, a distance of 465.38 feet to a point for corner, THENCE in a Northwesterly direction along a curve to right having a central angle of 73° 05' 24", a radius of 55.0 feet, a tangent of 40.76 feet, and an ARC length of 70.16 feet to the end of said curve and a point for corner, THENCE N 31' 38' 36" E, a distance of 22.00 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 39.00 feet to the said centerline extended of North Shoreline Boulevard and point for corner, THENCE along said centerline N 31° 38' 36" E, a distance of 50.00 feet to a point for corner, THENCE S 58' 21' 24" E, a distance of 50.00 feet to the Southeast right-of-way line of said North Shoreline Boulevard and a point for corner, THENCE along the said Southeast right-of-way line of North Shoreline Boulevard S 31° 3,8' 36" W, a distance of 200.00 feet to the Northeast right-of-way line of Bennett Street (10th Street) as shown on said Brooklyn Addition, for a point for corner, THENCE along the said Northeast right-of-way line of Bennett Street S 58° 21' 24" E, a distance of 126.83 feet to a point in the shoreline of Corpus Christi Bay at the 1.0 foot elevation (February 17, 1986 N.G.V.D.) to a point for corner, THENCE along the meanders of said shoreline of Corpus Christi Bay as follows: S 42° 50' 59" E 34.42', S 44° 25' 14" E 93.87', S 28" 22' 56" W 14.98', and S 35° 17' 01" W, a distance of 13.26 feet to the Southwest right-of-way line of said Bennett Street and a point for corner, Final 3/15/88 - Attachment No. 2 1 of 3 THENCE along said Southwest right-of-way line of Bennett Street N 58° 21' 24" W, a distance of 251.11 feet to the said Southeast right-of-way line of North Shoreline Boulevard and a point for corner, THENCE along said Southeast right-of-way line of North Shoreline Boulevard S 31° 38' 36" W, a distance of 300.00 feet to a 5/8" iron rod set in the Northeast right-of-way line of said Canal Avenue and a point for corner, THENCE along said Northeast right-of-way line of Canal Avenue S 58° 21' 24" E, a distance of 178.61 feet to a point in the said shoreline of Corpus Christi Bay, THENCE along the meanders of said shoreline of Corpus Christi Bay S 60° 52' 41" W, a distance of 34.38 feet to the centerline of said Canal Avenue to a point for corner, THENCE along said centerline of Canal Avenue N 58° 21' 24" W, a distance of 211.82' to the Point of Beginning forming a tract embracing 50,029 square feet (1.15± acres) more or less. PARCEL NO. 2: (PROPERTY IN BLOCK "E") BEGINNING at a 5/8" iron rod set in the Southeast right-of-way line of North Shoreline Boulevard a one hundred (10.0') foot road at its point in intersection with the Southwest right-of-way line of Bennett Street a sixty (60') foot road, said point of intersection also being the Northernmost corner of Block E, Brooklyn Addition, as shown by map of record of said subdivision in Volume "A", pages 30-32, Map Records of Nueces County, Texas; and said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,358,227.83, y = 782,063.87, THENCE along said Southwest right-of-way line of Bennett Street S 58° 21' 24" E at 220.47 feet pass a 5/8" iron rod set for a reference point, in all a distance of 250.27 feet to a point in the shoreline of Corpus Christi Bay at the 0.7' MSL contour line for corner, THENCE along the meanders of said shoreline of Corpus Christi Bay being the 0.7' MSL contour line to points as follows: S 41° 48' 10' W S 330 07' 58" W S 34° 23' 29" W S 330 19' 31" W S 75° 49' 47" W Final 3/15/88 50.80' 50.02' 50.06' 50.01' 42.49', to a point for corner, Attachment No. 2 2 of 3 THENCE N 58° 21' 24" W a distance of 206.52 feet to a point for corner, said point also being on the said Southeast right-of-way line of North Shoreline Boulevard, THENCE along said Southeast right-of-way line of North Shoreline Boulevard N 31° 38' 36" E a distance of 230.47 feet to the Point of Beginning forming a tract embracing 54,850 square feet (1.26± acres) more or less. PARCEL NO. 3 (PROPERTY IN BLOCK "F") Lots 142, 143, 144, and 145, Block F, Corpus Beach Hotel Addition, a subdivision of the City of Corpus Christi, Nueces County, Texas, as shown by the map or plat thereof recorded in Volume 1, Page 51, Map Records of Nueces County, Texas; Final 3/15/88 Attachment No. 2 3 of 3 ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT B ATTACHMENT NO. 2 THAT IS TOO LARGE TO COPY EXHIBIT B DESCRIPTION OF NON-EXCLUSIVE EASEMENT GRANTED BY TEXAS STATE AQUARIUM ASSOCIATION TO THE CITY OF CORPUS CHRISTI (Being that property marked in orange on Exhibit "B" Attachment No. 1 drawing). BEGINNING at a point at the intersection of the centerline of a twenty (20') foot alley and the common boundary lot line extended of Lot 8 and Lot 10 in Block 3, Brooklyn Addition as shown by map of record of said subdivision in Volume "A", pages 30-32, Map Records of Nueces County, Texas; said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,357,971_05, y = 782,104.65, THENCE N 58° 21' 24" W, a distance of 179.41 feet to a point for corner, THENCE N 28° 19' 58" E, a distance of 100.17 feet to a point for corner, THENCE S 58° 21' 24 " E, a distance of 88.04 feet to a point for corner, THENCE S 28° 21' 24" E, a distance of 148.49 feet to a point for corner, THENCE S 88° 21' 24" E, a distance of 109.65 feet to a point for corner, THENCE N 31° 38' 36" E, a distance of 229.42 feet to a- point for corner, THENCE S 58° 21' 24" E, a distance of 24.59 feet to a point for corner, THENCE S 31° 38' 36" W, a distance of 22.00 feet to a point for corner, and the beginning of a curve to the left having a central angle of 73° 05' 24", a radius of 55.00 feet, a tangent length of 40.76 feet and an ARC length of 70.16 feet to the end of said curve and a point for corner, THENCE S 31° 38' 36" W, a distance of 252.72 feet to a point for corner, THENCE N 28° 21' 24" W. a distance of 113.85 feet to a point for corner, THENCE N 88° 21' 24" W, a distance of 69.23 feet to a point for corner, THENCE N 67° 20' 27" W, a distance of 31.83 feet to the Point of Beginning forming a tract embracing 36,486 square feet (0.84± acres) more or less. Final 3/15/88 Attachment No. 3 EXHIBIT B TEXAS STATE AQUARIUM EXCHANGE PARCEL (C-1) A tract of land out of Block E, Brooklyn Addition, a map of which is recorded in Volume A, Pages 30-32 of the Map Records of Nueces County, Texas and further described by metes and bounds as follows: BEGINNING at a 5/8" iron rod set in the Southeast right-of-way line of North Shoreline Boulevard at its point of intersection with the Northeast right-of-way line of a portion of Canal Avenue closed by City of Corpus Christi, Texas Ordinance No. 17139 for the Westernmost corner of said Block "E" and of this tract; said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,358,070.45, y = 781,808.48. THENCE along said Southeast right-of-way line of North Shoreline Boulevard N 31° 38' 36" E, a distance of 69.53 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 206.52 feet to a point for corner, THENCE S 75° 49' 47" W, a distance of 27.24 feet to a point for corner, THENCE S 42° 57' 12" W, a distance of 50.99 feet to a point for corner, THENCE N 58° 21' 24" W, a distance of 177.54 feet to the Point of Beginning forming a tract embracing 12,975 square feet (0.30± Acres) more or less. Final 3/15/88 Attachment No. 4 ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT B ATTACHMENT NO. 3 THAT IS TOO LARGE TO COPY EXHIBIT C TEXAS STATE AQUARIUM EXCHANGE PARCEL (C-1) A tract of land out of Block E, Brooklyn Addition, a map of which is recorded in Volume A, Pages 30-32 of the Map Records of Nueces County, Texas and further described by metes and bounds as follows: BEGINNING at a 5/8" iron rod set in the Southeast right-of-way line of North Shoreline Boulevard at its point of intersection with the Northeast right-of-way line of a portion of Canal Avenue closed by City of Corpus Christi, Texas Ordinance No. 17139 for the Westernmost corner of said Block "E" and of this tract; said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,358,070.45, y = 781,808.48. THENCE along said Southeast right-of-way line of North Shoreline Boulevard N 31° 38' 36" E, a distance of 69.53 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 206.52 feet to a point for corner, THENCE S 75° 49' 47" W, a distance of 27.24 feet to a point for corner, THENCE S 42° 57' 12" W, a distance of 50.99 feet to a point for corner, THENCE N 58° 21' 24" W, a distance of 177.54 feet to the Point of Beginning forming a tract embracing 12,975 square feet (0.30± Acres) more or less. CITY EXCHANGE PARCEL (C-2) BEGINNING at a point of intersection of the centerline extended of Surfside Bouleva-rd a sixty (60') foot road, and the common boundary lot line extended of Lot 8 and of Lot 10, Block 3, Brooklyn Addition, as shown by map of record of said subdivision in Volume "A"-, pages 30-32, Map Records of Nueces County, Texas; said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,357,826.33 y = 782,193.84, THENCE N 5.8° 21' 24" W a distance of 9.41 feet to a point for corner, THENCE N 28' 19' 58" E a distance of 410.69 feet to a point for corner, and the beginning of a curve to the right, THENCE along said curve to the right having a central angle of 70° 16' 10", a radius of 50.00 feet, a tangent length of 35.19 feet and an ACR length of 61.32 feet to a point for corner, THENCE S 31° 3-8' 36" W a distance of 457.07 feet to the point of beginning forming a tract embracing 9,855 square feet (0.23± acres) more or less. Final 3/15/88 Attachment No. 1 ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT C ATTACHMENT NO. 1 THAT IS TOO LARGE TO COPY Lawyers Title Insurance Corporation 90-00-248556 E t • wnercy OF TITLE INSURANCE cl.;bit- 0 Policy 90 - Texas Form T-1 Rev. 1985 Cover Sheet 035-0-090-4226,4 n.., e, a ,._.._c___ _ r .. layers Title Insurance Orporation POST OFFICE BOX 50159 DALLAS. TEXAS 75250 cl.;bit- 0 Policy 90 - Texas Form T-1 Rev. 1985 Cover Sheet 035-0-090-4226,4 n.., e, a ,._.._c___ _ r .. D • 1 POLICY NUMBER 'N ER POLICY: 32 COUNTYTY TYPE POLICY AMOUNT 'REMIUM tATE CODE 7 EFFECTIVE DATE °SURVEY AMENDMENT 5 ADDITICAAL CHAINS 190-00-248556 CI 355 $1825000.00 $8,473.50 1200 1200/0500 $1,271.03 1 2 3 4 5 6 7 8 9 Lawyers Title Insurance Corporation CASE NUMBER GF#7457-WM Name of Insured: OWNER POLICY OF TITLE INSURANCE DATE OF POLICY AMOUNT OF INSURANCETHE POLICY NUMBER SHOWN POLICY NUMBER ON THIS SCHEDULE MUST AGREE WITH THE PREPRINTED 4-10-86 $1,825,000.00 NUMBER ON THE COVER 90-00-248556 Schedule A CORPUS CHRISTI AQUARIUM ASSOCIATION 1. The estate or interest in the land insured by this policy is (fee simple, leasehold, easement, etc., -identify or describe) FEE SIMPLE 2. The land referred to in this policy is described as follows: see added page Countersigned at Corpus Christi, Texas Policy 90 — Texas Form T - 1 (Rev. 1983) 035-0.090-4220/5 Litho in U.S.A THIS POLICY IS INVALID UNLESS THE COVER AND LAWYERS TITLE SERVICES, INC. L WANDA E. MILES EXECUTIVE1ZPRESDNT Countersignature Page 1 of Sched. A • Owner Policy No. 90-00-24855( ^.F#7457-WM .Lawyers Title Insurance Corporation Page: A-2 THE SURFACE ESTATE ONLY in and to Lots One (1), Two (2), Three (3), Four (5), Six (6), Seven (7), Eight (8), Nine (9), Ten (10), Eleven (11), and Block E, BROOKLYN ADDITION of the City of Corpus Christi, Nueces County, shown by the map or plat thereof, recorded at Volume A, Pages 30-32, Map Nueces County, Texas, and being described by metes and bounds as follows: A tract of land out of Block E, Brooklyn Addition, a map of which is recorded in Volume A, Page 32 of the Map Records of Nueces County, Texas and further described by metes and bounds as follows: (4) , Five Twelve (12), Texas as Records, BEGINNING at a 5/8" iron rod set in the southeast right-of-way line of North Shorelin Boulevard at its point of intersection with the Northeast right-of-way line of a portion of Canal Avenue closed by City of Corpus Christi, Texas, Ordinance No. 17139 for the Westernmost corner of said Block "E" and of this tract; THENCE along said Southeast right-of-way line of North Shoreline Boulevard N 32 degrees 00' 00" E 300.00 feet to a 5/8" iron rod set for the Northernmost corner of this tract and of said Block E and being at the point of intersection of said Southea _ right-of-way line of North Shoreline Boulevard and the Southwest right-of-way line of a portion of Bennett Street closed by City of Corpus Christi, Texas, Ordinance No. 16703; THENCE along said Southwest right-of-way line of Bennett Street S 58 degrees 00' 00" E at 220.47 feet pass a 5/8" iron rod set for a reference point, in all a distance of 250.27 feet to a point in the shoreline of Corpus Christi Bay at the 0.7' MSL contour line; THENCE along meanders of. said shoreline of Corpus Christi Bay being the 0.7' MSL contour line to points as follows: S 42 degrees S 33 degrees S 34 degrees S 33 degrees S 76 degrees S 43 degrees 09' 34" W 29' 22" W 44' 53" W 43' 06" W 11' 11" W 18' 36" W Southernmost corner of this tract and right-of-way line of Canal Avenue; 50.80' 50.02' 50.06' 50.02' 69.73' and 50.99' to a point for the said Block "E" and being in said Northeast THENCE along said Northeast right-of-way line of Canal Avenue N 58 degrees 00' 00" W at 20.00 feet pass a 5/8" iron rod set for reference point, in all a distance of 177.51 feet to the POINT OF BEGINNING. a' 'awyers Tale Insura( e Corportion CASE NUMBER DATE OF POLICY GF#7457-WM 4-10-86 OWlth. OLICY O TITLE INSURANC THIS POLICY NUMBER SHOWN)POLICY NUMBER ON THIS SCHEDULE MUST AGREE WITH THE PREPRINTED • 90-00-248556 NUMBER ON THE COVER SHEET Schedule B This policy is subject to the Conditions and Stipulations hereof, the terms and conditions of the leases or easements insured, if any, shown in Schedule A, and to the following matters which are additional exceptions from the coverage of this Policy: 1. The following restrictive covenants of record itemized below (the Company must either insert specific recording data or state "None of record"): None of record. 2. Any CiP3tTel5B-TittFF shortages in area o:4ieat3d #iaes aFrre sar, 4s; >:tgsverizpv i rsavP 1,404. s yL e'to u- 3. Taxes for the year 19 86 and subsequent years, and subsequent assessments for prior years due to change in land usage or ownership. 4. The following lien(s) and all terms, provisions and conditions of the instrument(s) creating or evidencing said lien(s): Vendor's Lien retained in Deed dated April 9, 1986, from Wayne A. Johnson and Wayne A. Johnson, II to Corpus Christi Aquarium Association, securing payment of one certain promissory note of even date therewith in the principal sum of $2,600,000.00, bearing interest and payable as therein stipulated to the order of American National Bank - Corpus Christi, and being further secured by a Deed of Trust of even date therewith to Al Jones, Trustee. Said Deed and Deed of Trust were filed for record in the office of the County Clerk of Nueces County, Texas, under Clerk's File Nos. 485512 and 485513, respectively on April 10, 1986. Title to all oil, gas and minerals and other elements not constituting part of the Surface Estate in the above described property together with all rights, privileges and immunities relating thereto. ' Any changes in .the boundary lines of the above property caused by erosion from the actions of the waters of Corpus Christi Bay. Oil and Gas Lease dated July 12, 1965 executed by Nueces County Navigation District No. 1 to Kelly Bell, recorded under Clerk's File No. 695933, and at Volume 222, Page 182, Oil and Gas Records, Nueces County, Texas and all instruments thereunder. Policy 90 — Texas Form T - 1 (Rev. 1983; 035-0-090-4222/5 Litho in U.S.A. Page 1 of Sched. B rn„no. P..i,..., _ r...— ...........tip ti.. e...e n .......... .............e ..I •.... .. k}uyers Title Insurance Corporation 90-00-248557 wnerP olicy OF TITLE INSURANCE Iau)yers Title Insurance @rporation POST OFFICE BOX 50159 DALLAS. TEXAS 75250 Policy 90 - Texas Form T-1 Rev. 1985 Cover Sheet 035-0-090-4226/4 Owner Policy -Form prescribed by State Board of Insurance of Texas 1 POLICY .! -R POLICY: 2 RR0 EHTY TYPE COUNTY 90 -00-248557 4 POLICY AMOUNT REMIUM ATE CODE $400,000.00 $ kwyers 2,06100 Title 5 6 InsurnnCe car CASE NUMBER porc3 tjoj1 DATE OF POLICY CF# 7457-WM 7 EFFECTIVE DATE 8 SURVEY AMENDMENT 9 ADDITI(?ygl CHAINS Name of Insured: 4-10-86 1200/0500 AMOUNT OFtNSURANCE $400,000.00 CORPUS Schedule A CHRISTI AQUARIUM ASSOCIATION 1• The estate or interest in the land insured by this policy is (fee simple, leasehold, easement, to in this polis etc., -identify or describe) as THE POLICY NUMBER SHOWN ON THIS SCHEDULE MUST. AGREE WITH THE PREPRINTED NUMBER ON THE COVER OWNER POLICY TITLE INSURAN( POLICY NUMBER 90-00_248557 follows: FE 2. Lots One FourHundred Forty -Two (144) and One (142), One ADDITION Hundred Hundred F shown b ' a Subdivision od Forty -Five (145) °rtY-Three Nueces Y the all (143), One County, Texas plat thereof,trec r Corpus Christi, F' CORPUS BEACH Forty_ recorded in Volume , Nueces co ACH HOTEL 1, Page 51, ap'Record, as Countersigned at Cor.us Christi, 0— Texas )90-4220/5 Form (Rev. 1983) Litho in U.S.A.us Texas THIS POL►ry ._ LAWYERS TITLE SERVICES, INC WDA E. MILES r.,,,- J wyers title Insura ;e Corportion CASE NUMBER DATE OF POLICY GF#7457-WM 4-10-86 C THIS POLICY NUMBER SHOWN ON THIS SCHEDULE MUST AGREE WITH THE PREPRINTED NUMBER ON THE COVER SHEET V OWN POLICY ( TITLE INSURANt POLICY NUMBER 90-00-248557 Schedule B This policy is subject to the Conditions and Stipulations hereof, the terms and conditions of the leases or easements insured, if any, shown in Schedule A, and to the following matters which are additional exceptions from the coverage of this Policy: 1. The following restrictive covenants of record itemized below (the Company must either insert specific recording data or state "None of record"): None of record. 2. Any diss-a-up,fI t.4 %r shortages in area or #i e s s, amp 9f 3. Taxes for the year 19 86 and subsequent years, and subsequent assessments for prior years due to change in land usage or ownership. 4. The following lien(s) and all terms, provisions and conditions of the instrument(s) creating or evidencing said tien(s): Deed of Trust dated April 9, 1986, from Corpus Christi Aquarium Association to Al Jones, Trustee, securing payment of one note of even date therewith in the principal sum of $2,600,000.00, bearing interest and payable as therein stipulated to the order of American National Bank - Corpus Christi, filed for record in the office of the County Clerk of Nueces County, Texas, under Clerk's File No. 485513. Title to all oil, gas and minerals and other elements not constituting part of the Surface Estate in the above described property together with all rights,privileges and immunities relating thereto. Any changes in the boundary lines of the above property caused by erosion from the actions of the waters of Corpus Christi Bay. Oil and Gas Lease dated July 12, 1965 executed by Nueces County Navigation District No. 1 to Kelly Bell, recorded under Clerk's File No. 695933, and at Volume 222, Page 182, Oil and Gas Records, Nueces County, Texas, and all instruments thereunder. Page 1 of Sched. B Policy 90 — Texas Form T . 1 (Rev. 1983: 035-0-090-4222.'5 Litho in U.S.A_ ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT F THAT IS TOO LARGE TO COPY MARKED COPY LEGEND A indicates deletion indicates addition [ ] indicates substitution [ indicates entire section or paragraph added > indicates entire section or paragraph deleted JDC/D4 PURCHASE AGREEMENT Parties The parties to this Purchase Agreement (herein called this "Agreement") are the Texas State Aquarium Association, a Texas nonprofit corporation (herein called the "Association"), and the City of Corpus Christi, Texas, a Texas home rule city (herein called the "City"). Definitions For purposes of this Agreement, the following terms shall have the indicated meanings: a. The term "Aquarium" shall mean the public aquarium which the Association plans to construct in Corpus Christi, Texas, and operate on a nonprofit basis for multiple public purposes. --b. The term "Aquarium Lease" shall mean the agreement between the City and the Association entitled "Aquarium Lease" which pertains to the development and: -operation of the Aquarium by the Association and the lease of the Aquarium by the City to the Association. c. The term "Aquarium Parcel One" shall mean the real property in Nueces County, Texas, which was acquired by the Association from third parties and which is described on the attached Exhibit I, which Exhibit I is incorporated herein by reference for all purposes. d. The term "Aquarium Parcel Two" shall mean the real property in Nueces County, Texas, which was or will be acquired by the Association after the closing of certain public streets and which is described on the attached Exhibit II, which Exhibit II is incorporated herein by reference for all purposes. e. The term "Association Exchange Tract" shall mean the real property in Nueces County, Texas, acquired by the Association from third parties and which is described on the attached Exhibit III, which Exhibit III is incorporated herein by reference for all purposes. f. The term "City Exchange Tract" shall mean the real property in Nueces County, Texas, which will be acquired by the City after the closing of certain public streets and which is described on the attached Exhibit IV, which ET X t%;(417 6 C24 1, Exhibit IV is incorporated herein by reference for all pur- poses. g. The term "Easement Tract" shall mean the real property in Nueces County, Texas, described on the attached Exhibit V, which Exhibit V is incorporated herein by refer- ence for all purposes. h. The term "Easement" shall mean a perpetual, non- exclusive easement for a pedestrian walkway upon and across the Easement Tract, which easement shall be appurtenant to and shall run with Aquarium Parcel One and Aquarium Parcel Two, and which is more fully described hereinbelow. i. The term "Architect" shall mean the architectural firm of Phelps Garza Bomberger or its successor. J. Lawyers The term "Title Insurance Company" shall mean Title Insurance Corporation or its successor. k. The term "Title Agency" shall mean Lawyers Title. Services, Inc., in Corpus Christi, Texas, or its successor. -l. The term "Escrow Agent" shall mean First City Bank of Corpus Christi, a State Banking Association, or its successor. m. The term "Plans" shall mean the final construction plans and specifications for the Aquarium delivered by the Association to the City pursuant tonParagraph [373of the Aquarium Lease as such final construction plans and specifi- cations may be modified, if applicable, in accordance with the provisions of this Agreement. n. The term "Property" shall mean collectively (i) Aquarium Parcel One, (ii) Aquarium Parcel Two, (iii) the buildings and improvements to be constructed on Aquarium Parcel One and Aquarium Parcel Two pursuant to the Plans, and (iv) the Easement. o. The terms "Interim Construction Loan" and "City Purchase Account" shall have the same meaning herein as in the Aquarium Lease. p. The term "Interim Construction Lender" shall mean the provider or providers of the Interim Construction Loan. q. The term "Permitted Exceptions" shall mean the matters set forth on the attached Exhibit VI, which Exhibit VI is incorporated herein by reference for all purposes. -2- r. The term "Independent Architect" shall mean the architect or architectural firm designated by the Interim Construction Lender as its independent inspecting architect in the interim construction loan agreement executed by the Association at the "Closing" as defined in the Aquarium Lease, or any substitute approved in writing by the City, acting through its City Manager, the Association and the Interim Construction Lender. s. The term "Certificate of Substantial Completion" shall mean the current edition of the form of Certificate of Substantial Completion promulgated by The American Institute of Architects, executed by the Architect, and certifying the substantial completion of the construction of the Aquarium in accordance with the Plans. t. The term "Concurrence Letter" shall mean a letter from the Independent Architect to the City stating that based only upon (i) the Independent Architect's review of the Certificate of Substantial Completion and (ii) a walk- through of the Aquarium and visual inspection of exposed surfaces and finishes, the Independent Architect concurs with the Architect's certification in the Certificate of Substantial Completion that the construction of the Aquarium has been substantially completed. Premises Upon completion of the Aquarium as herein provided, the - Association has agreed to sell and the City has agreed to pur- chase the Property. In addition, upon completion of the Aquarium or at such time thereafter as the City acquires fee simple title to the City Exchange Tract, the City and the Association have agreed to exchange the City Exchange Tract and the Association Exchange Tract. Agreement In consideration of the premises, the covenants contained in the Aquarium Lease, and other good and valuable consideration exchanged between the City and the Association, the receipt and sufficiency of which are hereby acknowledged, the City and the Association agree as follows: 1. Purchase and Sale. The Association, for the considera- tion and upon the terms herein provided, agrees to sell and convey to the City, and the City agrees to purchase from the Association, the Property (said sale and purchase is sometimes referred to herein as the "Purchase"). 2. Exchange. Upon the terms herein provided, the Association agrees to convey the Association Exchange Tract to the City in exchange for the City's conveyance to the Association -3- n of the City Exchange Tract (said exchange between the Association and the City is sometimes referred to herein as the "Exchange"). 3. Sales Price. The total sales price to be paid by the City to the Association on the Date of Closing is an amount equal to $10,000,000.00 plus the Adjustment Amount (the term "Adjustment Amount" is defined below). The total purchase price shall be paid to the Association in cash or by cashier's check or certified check as hereinafter provided. Simultaneous with the execution of this Agreement, the City shall deposit in the City Purchase Account with the Escrow Agent the sum of $10,000,000.00. The Escrow Agent shall hold the $10,000,000.00 pursuant to the terms of the Escrow Agreement l and among the Association, the City and the Escrow Agent pertaining to said $10,000000.00 (hereinafter called the "Escrow Agreement"). The term "Adjustment Amount" shall mean an amount of money equal to the monies actually paid by the Association as interest on the Interim Construction Loan, not to exceed the total amount of money earned on the $10,000,000.00 while held by the Escrow Agent pursuant to the Escrow Agreement less any amount of such total amount earned required to be paid to the United States by the City pursuant to Section 148 of the Internal Revenue Code of 1986, as amended, to the date of issuance of the obligations issued to provide such $10,000,000.00, 4. Title Policy. Upon closing of the Purchase, the Association shall cause to be delivered to the City an Owner Policy of Title Insurance issued by the Title Insurance Company through the Title Agency in the form prescribed by the State Board of Insurance of the State of Texas, dated as of the Date of Closing or later, issued to the City in the amount of the total purchase price paid by the City to the Association for the Property, guaranteeing the City's title to the Property to be good and indefeasible subject only to the Permitted Exceptions and the usual and customary title exceptions printed and other- wise contained in a standard Owner Policy of Title Insurance. The Owner Policy of Title Insurance described in this paragraph is hereinafter sometimes called the "Purchase Title Policy." Notwithstanding anything herein to the contrary, if on the Date of Closing (i) all of the portions of the public streets and alleys which comprise part of the Easement Tract have not been closed, and (ii) the Association has not acquired title to said* portions of said public streets, then the Purchase Title Policy shall only describe and insure the Easement insofar as it pertains to that portion of the Easement Tract not consisting of said public streets or alleys. Upon closing of the Exchange, the Association shall cause to be delivered to the City an Owner Policy of Title Insurance issued by the Title Insurance Company through the Title Agency in the form prescribed by the State Board of Insurance of the State of Texas, dated as of the Date of Closing or later, issued to the -4- n City in an amount not less than $89,000.00, guaranteeing the City's title to the Association Exchange Tract to be good and indefeasible subject only to the Permitted Exceptions and the usual and customary title exceptions printed and otherwise con- tained in a standard Owner Policy of Title Insurance. The Owner Policy of Title Insurance described in this paragraph is herein- after sometimes called the "Exchange Title Policy." The Association shall pay twenty percent (20%) and the City shall pay eighty percent (80%) of the premiumAfor the Purchase Title Policy The premiumAfor the Purchase Title Policy shall be deemed to include any premium paid by the Association for any other title insurance policy which the Title Agency allows as a credit for the payment of the premium forAthe Purchase Title Policy,nor which the Title Agency is permitted to take into account for purposes of discounting the premium to be paid for the Purchase Title PolicYkThe premium for the Exchange Title Policy shall be paid by the Association. 5. Deeds. On the Date of Closing, the Association shall execute a Deed conveying the Property to the City. The form of such Deed is attached hereto as Exhibit VII, which Exhibit VII is incorporated herein by reference for all purposes. On or after the Date of Closing as hereinafter provided, (i) the Association shall execute and deliver a Deed conveying the Association Exchange Tract to the City, and (ii) the City shall execute and deliver a Deed conveying the City Exchange Tract to the Association. Such Deeds shall be in the form attached hereto as Exhibit VIII, which Exhibit VIII is incor- porated herein by reference for all purposes. 6. Purchase Closing. The closing of the Purchase (herein sometimes called the "Purchase Closing") shall be onAor before thirty (30) days after the Association gives written notice to the Escrow Agent and the City that substantial completion (as that term is defined in the Certificate of Substantial Comple- tion) of the construction of the Aquarium in accordance with the PlansAhas occurred (herein called the "Date of Closing"). At the Purchase Closing, the following shall occur: a. At least ten (10) days prior to the Date of Closing, the Escrow Agent shall have been furnished with (i) a Certificate of Substantial CompletionAexecuted by the Architect which certifies the substantial completion of the construction of the Aquarium in accordance with the Plans; (ii) a Commitment For Title Insurance issued to the City by the Title Insurance Company through the Title Agency, dated within eighty (803 days of the Date of Closing, evidencing the commitment of the Title Insurance Company to issue to the City the Purchase Title Policy; (iii) a copy of the executed Deed described herein conveying the Property from -5- n the Association to the City certified by the Title Agency as being a true and correct copy of the original, executed copy held by the Title Agency; (iv) a copy of a letter from the Interim Construction Lender to the Title Agency stating the total amount of money paid or to be paid by the Association through the Date of Closing as interest on the Interim Construction Loan; (v) a letter from the Title Agency to the Escrow Agent stating that the Title Agency has made arrange- ments to satisfy all conditions precedent to the issuance of the Purchase Title Policy upon the Title Agency's receipt of the total purchase price and the other sum described below in subparagraph b; (vi) a Settlement Statement which sets forth the total purchase price, the description and amount of any expenses to be paid by the City, the description and amount of any credits against the total purchase price permitted under this Agreement, and a schedule of the disbursements to be made by the Title Agency of the total amount to be paid by the City pursuant to this Agreement; (vii) a letter addressed to the Title Agency for execution by the Escrow Agent on behalf of the City stating that the form of the above Commitment For Title Insurance is acceptable to the City;n(viii) tax certificates from all taxing authorities evidencing that there are no delinquent taxes and assessments pertaining to the Property; and (ix) the Concurrence Letter from the Independent Arc itect. The City shall be furnished with copies of the items described in this subparagraph at the same time they are furnished to the Escrow Agent. b. Upon Escrow Agent's receipt of the items described in surparagraph a above, Escrow Agent shall within ten (10) days (i) execute on behalf of the City the Settlement Statement; (ii) execute on behalf of the City the letter addressed to the Title Agency pertaining to the Commitment For Title Insurance; and (iii) deliver to the Title Agency the executed Settlement Statement, the executed letter, the total purchase price, and .an amount equal to the total of the City's expenses shown on the Settlement Statement net of any allowable credits. c. Upon the Title Agency's receipt of the executed Settlement Statement, the executed letter, the total purchase price and the amount of the City's net expenses, the Title Agency shall (i) file the original copy of the Deed conveying the Property to the City with the Nueces County Clerk for recording in the Deed Records of Nueces County, Texas; (ii) disburse the total amount received from the Escrow Agent pursuant to the Settlement Statement; and (iii) issue the Purchase Title Policy and deliver it to the City. 7. Exchange Closing. The closing of the Exchange (herein sometimes called the "Exchange Closing") shall be on the Date of -6- Closing or as soon thereafter as the City acquires fee simple title to the City Exchange Tract. The Exchange Closing shall be held in the office of the Title Agency or such other location as may be mutually acceptable to the Association and the City. At the Exchange Closing, the following shall occur: a. The Association shall execute and deliver to the City the Deed conveying the Association Exchange Tract. b. The City shall execute and deliver to the Association the Deed conveying the City Exchange Tract. c. The Association and the City shall execute and deliver to the Title Agency any and all documents the Title Agency may reasonably require to close the Exchange and cause the Exchange Title Policy to be issued to the City. The AssociationAshallA paynall expenses associated withAthe Exchange Closing as herein provided. 8. Escrow Agreement. AThe Escrow AgreementAshall specifically provide for, authorize and direct the Escrow Agent's performance of the Escrow Agent's tasks described above in Paragraph 6 and elsewhere in this Agreement. If the Escrow Agreement terminates pursuant to its terms prior to the Escrow Agent's performance of the duties described in Paragraph 6b above, then this Agreement and the Aquarium Lease shall automatically terminate and be without further force or effect, and neither the Association nor the City shall have any further rights, duties, obligations or liabilities under this Agreement or the Aquarium Lease. 9. Construction of Aquarium. The Association shall cause the Aquarium to be constructed in accordance with the Plans. •The Plans may be modified from time to time by the Association provided such modifications do not materially alter the design concepts evidenced by the Plans as originally approved by the City. Any modifications to the Plans which materially alter such design concepts must be approved in writing by the City Manager. 10. Authority of City Manager. By its execution of this Agreement, the City authorizes its City Manager to act in its behalf and to take such action and do all things which may be necessary to perform the City's obligations under this Agreement and to implement the provisions hereof. 11. Default. If the Purchase and the Exchange are not closed by reason of default of the Association for any reason, except title defects, the City's default or other conditions permitting the Association's nonperformance as herein provided, then the City may seek such relief as may be provided at law or in equity. Notwithstanding anything in this Agreement to the -7- contrary, the Association shall have no obligation to incur any expense or take any action to cure or remove any title exception or defect to which the City may object under this Agreement. If the Association fails to cure or remove any such title exception or defect prior to the applicable closing, then the City, as the City's sole and exclusive remedy, may either cancel this Agreement, thereby relieving both the City and the Association from any further rights, obligations or privileges under this Agreement, or waive such objection and accept the deed and title policy to the property to which such objection applies subject to such title exception or defect. In no event shall the Association be liable for damages, specific performance or other legal or equitable action if any such title exception or defect is not cured or removed by the Association prior to the appli- cable closing, or if the Association is unable to deliver to the City any title insurance policy provided for herein. If the Purchase and the Exchange are not closed by reason of default of the City for any reason, except the Association's default or other conditions permitting the City's nonperformance as herein provided, then the Association may seek such relief as may be provided at law or in equity. 12. Representations of the Association. The City acknowl- edges and agrees that the Property and the Association Exchange Tract are to be sold, conveyed and delivered by the Association to the City at closing, and accepted by the City "AS IS", in its then current condition and appearance, and without any warranties by the Association, express or implied, with respect to appear- ance, condition, defects, habitability, fitness for any specific purpose, the availability of utilities and access, or zoning. The City agrees that the City is not relying and shall not rely on any statement, covenant, representation or warranty pertaining to any of the matters described in this paragraph which is not expressly set forth in this Agreement. The Association shall assign to the City in the Deed attached hereto as Exhibit VII all of the Association's right, title and interest in and to any and all warranties and causes of action available to the Association with respect to the construction of the Aquarium. 13... Proration and Costs. The Deeds described in this Agreement shall be prepared by the Association and recorded at its expense. The City and the Association shall each pay one-half (1/2) of the cost of any Title Agency escrow fees. The costs of the Purchase Title Policy and the Exchange Title Policy shall be paid by each party as provided above.A 14. Source of City Funds. Notwithstanding anything in this Agreement to the contrary, the City and the Association agree that (i) the total sales price (defined in Paragraph 3 above) and all expenses to be paid by the City as herein provided shall be paid only from the moniesheld by the Escrow Agent on the Date of Closing pursuant to the Escrow Agreement; (ii) the City shall not be obligated to pay the amount of any expenses to be paid by the City hereunder which are in excess of the total amount of monies held by the Escrow Agent on the Date of Closing pursuant to the Escrow Agreement after deducting the total sales price; and (iii) the Association shall pay the amount of any such excess expenses on the Date of Closing. 15. Notices. Any notice, demand or other communication required or permitted to be given to either party hereunder shall be in writing and shall be deemed to have been delivered when actually received or, regardless of whether or not received, on the third business day after having been deposited in the United States mail, registered or certified mail, return receipt requested, postage prepaid, addressed to the respective party at the address indicated below, or to such other address as may hereafter be indicated by written notice delivered in accordance with the terms hereof to the other party: If to the City: City Manager City Hall P. O. Box 9277 Corpus Christi, TX 78469 If to the Association: Texas State ,Aquarium Association P. O. Box 331307 Corpus Christi, TX 78404 16. Miscellaneous. This Agreement is intended to be separate and distinct from the Aquarium Lease. To the extent of any conflict between the provisions of the Aquarium Lease and this Agreement which address the same subject matter, the terms of this Agreement shall control. This Agreement shall be binding upon the Association and the City and their respective successors and assigns. Time is of the essence under this Agreement for all purposes. It is agreed (a) this Agreement shall not be modified, changed, discharged or voluntarily terminated except by an instrument in writing signed by the party or parties against whom enforcement of any such modification, change, addition or deter- mination is sought; (b) this Agreement shall be construed in accord with the laws of the State of Texas; and (c) this Agree- ment may be executed in any number of counterparts, each of which shall constitute one and the same contract. DATED this day of , 198 TEXAS STATE AQUARIUM ASSOCIATION By: Print Print -9- Name: 9 - Name: Title: ATTEST: CITY OF CORPUS CHRISTI, TEXAS By: Print Name: Print Name: APPROVED: City Secretary City Manager day of , 198 HAL GEORGE, CITY ATTORNEY By: Print Name: Print Title: THE STATE OF TEXAS § COUNTY OF NUECES § Before me, the undersigned authority, on this day personally appeared , President of the Texas State Aquarium Association, a Texas nonprofit corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of said corporation, for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of , 198 . Notary Public, State of Texas Print Name: My Commission Expires: THE STATE OF TEXAS § COUNTY OF NUECES § Before me, the undersigned authority, on this day personally appeared , City Manager of the City of Corpus Christi, Texas, a municipal corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of said City of Corpus Christi, Texas, for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of , 198 . Notary Public, State of Texas Print Name: My Commission Expires: EXHIBIT I TO THE PURCHASE AGREEMENT BETWEEN THE TEXAS STATE AQUARIUM ASSOCIATION, A TEXAS NONPROFIT CORPORATION, AND THE CITY OF CORPUS CHRISTI, A TEXAS HOME RULE CITY Aquarium Parcel One: Tract 1: BEGINNING at a 5/8" iron rod set in the Southeast right-of-way line of North Shoreline Boulevard a one hundred (100') foot road at its point in intersection with the Southwest right-of-way line of Bennett Street a sixty (60') foot road, said point of intersection also being the Northernmost corner of Block E, Brooklyn Addition, as shown by map of record of said subdivision in Volume "A", pages 30-32, Map Records of Nueces County, Texas; and said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,358,227.83, y = 782,063.87, THENCE along said Southwest right-of-way line of Bennett Street S 58" 21' 24" E at 220.47 feet pass a 5/8" iron rod set for a reference point, in all a distance of 250.27 feet to a point in the shoreline of Corpus Christi Bay at the '0,.7' MSL contour line for corner, THENCE along the meanders of said shoreline of Corpus Christi Bay being the 0.7' MSL contour line to points as follows: S 41° 48' 10" W 50.80' S 33° 07' 58" W 50.02' S 34° 23' 29" W 50.06' S 33° 19' 31" W 50.01' S 75° 49' 47" W 42.49', to a point for corner, THENCE N 58° 21' 24" W a distance of 206.52 feet to a point for corner, said point also being on the said Southeast right-of-way line of North Shoreline Boulevard, THENCE along said Southeast right-of-way line of North Shoreline Boulevard N 31° 38' .36" E a distance of 230.47 feet to the Point of Beginning forming a tract embracing 54,850.00 square feet (1.26± acres) more or less. Tract 2: Lots 142, 143, 144, and 145, Block F, Corpus Beach Hotel Addition, a subdivision of.the Cit County, Texas, as shown by the maoy of Corpus Christi, Nueces r pl Volume 1, Page 51, Map Records of Nuecesat Countthey, f T recorded in County, Texas; 27.14 EXHIBIT II TO THE PURCHASE AGREEMENT BETWEEN THE TEXAS STATE AQUARIUM ASSOCIATION, A TEXAS NONPROFIT CORPORATION, AND THE CITY OF CORPUS CHRISTI, A TEXAS HOME RULE CITY Aquarium Parcel Two: BEGINNING at a point at the intersection of the centerlines extended of North Shoreline Boulevard a one hundred (100') foot road and Canal Avenue (9th Street) a sixty (60') foot road as shown by map of record of Brooklyn Addition in Volume "A", pages 30-32, Map Records of Nueces County, Texas; and said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,358,012.14, y = 781,809.17, THENCE along said centerline extended of North Shoreline Boulevard N 31° 38' 36" E, a distance of 465.38 feet to a point for corner, THENCE in a Northwesterly direction along a curve to right having a central angle of 73° 05' 24", a radius of 55.0 feet, a tangent of 40.76 feet, and an ARC length of 70.16 feet to the end of said curve and a point for corner, THENCE N 31° 38' 36" E, a distance of 22.00 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 39.00 feet to the said centerline extended of North Shoreline Boulevard and point for corner, THENCE along said centerline N 31° 38' 36" E, a distance of 50.00 feet to a .point for corner, THENCE S 58° 21' 24" E, a distance of 50.00 feet to the Southeast right-of-way line of said North Shoreline Boulevard and a point for corner, THENCE along the said Southeast right-of-way line of North Shoreline Boulevard S 31° a8' 36" W, a distance of 200.00 feet to the Northeast right-of-way line of Bennett Street (10th Street) as shown on said Brooklyn Addition, for a point for corner, THENCE along the said Northeast right-of-way line of Bennett Street S 58° 21' 24" E, a distance of 126.83 feet to a point in the shoreline of Corpus Christi Bay at the 1.0 foot elevation (February 17, 1986 N.G.V.D.) to a point for corner, THENCE along the meanders of said shoreline of Corpus Christi Bay as follows: S 42° 50' 59" E 34.42', S 44° 25' 14" E 93.87', S 28° 22' 56" W 14.98', and S 35° 17' 01" W, a distance of 13.26 feet to the Southwest right-of-way line of said Bennett Street and a point for corner, 27.14 THENCE along said Southwest right-of-way line of Bennett Street N 58° 21' 24" W, a distance of 251.11 feet to the said Southeast right-of-way line of North Shoreline Boulevard and a point for corner, THENCE along said Southeast right-of-way line of North Shoreline Boulevard S 31° 38' 36" W, a distance of 300.00 feet to a 5/8" iron rod set in the Northeast right-of-way line of said Canal Avenue and a point for corner, THENCE along said Northeast right-of-way line of Canal Avenue S 58° 21' 24" E, a distance of 178.61 feet to a point in the said shoreline of Corpus Christi Bay, THENCE along the meanders of said shoreline of Corpus Christi Bay S 60° 52' 41" W, a distance of 34.38 feet to the centerline of said Canal Avenue to a point for corner, THENCE along said centerline of Canal Avenue N 58" 21' 24" W, a distance of 211.82' to the Point of Beginning forming a tract embracing 50,029 square feet (1.15± acres) more or less. EXHIBIT II Page 2 of 2 EXHIBIT III TO THE PURCHASE AGREEMENT BETWEEN THE TEXAS STATE AQUARIUM ASSOCIATION, A TEXAS NONPROFIT CORPORATION, AND THE CITY OF CORPUS CHRISTI, A TEXAS HOME RULE CITY Aquarium Exchange Tract: BEGINNING at a 5/8" iron rod set in the Southeast right-of-way line of North Shoreline Boulevard at its point of intersection with the Northeast right-of-way line of a portion of Canal Avenue closed by City of Corpus Christi, Texas Ordinance No. 17139 for the Westernmost corner of said Block "E" and of this tract; said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,358,070.45, y = 781,808.48. THENCE along said Southeast right-of-way line of North Shoreline Boulevard N 31° 38' 36" E, a distance of 69.53 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 206.52 feet to a point for corner, THENCE S 75° 49' 47" W, a distance of 27.24 feet to a point for corner, THENCE S 42° 57' 12" W, a distance of 50.99 feet to a point for corner, THENCE N 58° 21' 24" W, a distance of 177.54 feet to the Point of Beginning forming a tract embracing 12,975 square feet (0.30± Acres) more or less. 27.14 EXHIBIT IV TO THE PURCHASE AGREEMENT BETWEEN THE TEXAS STATE AQUARIUM ASSOCIATION, A TEXAS NONPROFIT CORPORATION, AND THE CITY OF CORPUS CHRISTI, A TEXAS HOME RULE CITY City Exchange Tract: BEGINNING at a point of intersection of the centerline extended of Surfside Boulevard a sixty (60') foot road, and the common boundary lot line extended of Lot 8 and of Lot 10, Block 3, Brooklyn Addition, as shown by map of record of said subdivision in Volume "A", pages 30-32, Map Records of Nueces County, Texas; said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,357,826.33 y = 782,193.84, THENCE N 58° 21',24" W a distance of 9.41 feet to a point for corner, THENCE N 28° 19' 58" E a distance of 410.69 feet to a point for corner, and the beginning of a curve to the right, THENCE along said curve to the right having a central angle of 70° 16' 10", a radius of 50.0 feet, a tangent length of 35.19 feet and an ACR length of 61.32 feet to a point for corner, THENCE S 31° 38' 36" W a distance of 457.07 feet to the point of beginning forming a tract embracing 9,855 square feet (0.23± acres) more or less. 27.14 EXHIBIT V TO THE PURCHASE AGREEMENT BETWEEN THE TEXAS STATE AQUARIUM ASSOCIATION, A TEXAS NONPROFIT CORPORATION, AND THE CITY OF CORPUS CHRISTI, A TEXAS HOME RULE CITY Easement Tract: BEGINNING at a point at the intersection of the centerline of a twenty (20') foot alley and the common boundary lot line extended of Lot 8 and Lot 10 in Block 3, Brooklyn Addition as shown by map of record of said subdivision in Volume "A", pages 30-32, Map Records of Nueces County, Texas; said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,357,971.05, y = 782,104.65, THENCE N 58° 21' 24" W, a distance of 179.41 feet to a point for corner, THENCE N 28° 19' 58" E, a distance of 100.17 feet to a point for corner, THENCE S 58° 21' 24 " E, a distance of 88.04 feet to a point for corner, THENCE S 28" 21' 24" E, a distance of 148.49 feet to a point for corner, THENCE S. 88° 21' 24" E, a distance of 109.65 feet to a point for corner, THENCE N 31° 38' 36" E, a distance of 229.42 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 24.59 feet to a point for corner, THENCE S 31° 38' 36" W, a distance of -22.00 feet to a point for corner, and the beginning of a curve to the left having a central angle of 73° 05' 24", a radius of 55.0 feet, a tangent length of 40.76 feet and an ARC length of 70.16 feet to the end of said curve and a point for corner, THENCE S 31° 38' 36" W, a distance of 252.72 feet to a point for corner, THENCE N 28° 21' 24" W, a distance of 113.85 feet to a point for corner, THENCE N 88° 21' 24" W, a distance of 69.23 feet to a point for corner, THENCE N 67° 20' 27" W, a distance of 31.83 feet to the Point of Beginning forming a tract embracing 36,486 square feet (0.84± acres) more or less. 27.14 EXHIBIT VI TO THE PURCHASE AGREEMENT BETWEEN THE TEXAS STATE AQUARIUM ASSOCIATION, A TEXAS NONPROFIT CORPORATION, AND THE CITY OF CORPUS CHRISTI, A TEXAS HOME RULE CITY Permitted Exceptions: 1. Any and all existing leases covering oil, gas or other minerals and all outstanding royalty and mineral interests in and to the oil, gas and other minerals situated in, on or under the real property herein described. All assignments of said leases and said royalty and mineral interests. 2. Any changes in the boundary lines of the real property herein described caused by erosion from the actions of the waters of Corpus Christi Bay. 3. Rights of parties in possession, if any, and any visible and apparent easements or rights-of-way upon or affecting the real property herein described. 4. All matters shown on any map or plat of all or any portion of the real property herein described filed of record in the office of the Nueces County Clerk. 5. Any public streets or alleys upon or across the real property herein described. 6. Notice to purchasers that no flood disaster assistance will be provided by the U.S. Small Business Administration as long as the property described in said Notice remains flood prone, executed by Ruby B. Rowden on April 12, 1982, recorded in Volume 1819, Page 668, Deed Records of Nueces County, Texas. 7. The terms and conditions of the Aquarium Lease. 8. Any other matter approved in writing by the City acting through its City Manager. 27.14 EXHIBIT VII TO THE PURCHASE AGREEMENT BETWEEN TEXAS STATE AQUARIUM ASSOCIATION, A TEXAS NONPROFIT CORPORATION, AND THE CITY OF CORPUS CHRISTI, A TEXAS HOME RULE CITY THE STATE OF TEXAS § COUNTY OF NUECES § DEED KNOW ALL MEN BY THESE PRESENTS: THAT Texas State Aquarium Association, a Texas nonprofit corporation ("Grantor"), for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration paid to Grantor by the City of Corpus Christi, a Texas home rule city ("Grantee"), the receipt and sufficiency of which are hereby acknowledged, has GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND CONVEY, subject to the matters herein set forth, unto Grantee, the following: (i) The property in Nueces County, Texas, described on the attached Exhibit A, which Exhibit A is incorporated herein by reference for descriptive purposes (herein called "Parcel One"); (ii) All of Grantor's rights, titles and interests in and to the property in Nueces County, Texas, described on the attached Exhibit B, which Exhibit B is incorporated herein by reference for descriptive purposes (herein called "Parcel Two"); and (iii) All of Grantor's rights, titles and interests in and to a perpetual, non-exclusive easement for a pedestrian walkway (herein called the "Easement") upon and across the property in Nueces County, Texas, described on the attached Exhibit C, which Exhibit C is incorporated herein for descriptive purposes (herein called the "Easement Tract"); TO HAVE AND TO HOLD Parcel One and all of Grantor's rights, titles and interests in and to the Easement and Parcel Two, subject to the matters herein set forth, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors to (i) WARRANT AND FOREVER DEFEND all and singular Parcel One, subject to the matters herein set forth, unto Grantee 27.54 and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof; and (ii) WARRANT AND FOREVER DEFEND all and singular all of Grantor's rights, titles and interests in and to Parcel Two and the Easement, subject to the matters herein set forth, unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise. The Easement is for a pedestrian walkway for ingress and egress to and from Parcel One and Parcel Two and shall be appurtenant to and shall run with Parcel One and Parcel Two. Grantee and its successors and assigns shall not construct or alter any improvements on the Easement Tract without the written consent of Grantor or its successors and assigns as owners of the Easement Tract. Grantor reserves unto Grantor and its successors and assigns the right to alter or construct improvements on the Easement Tract provided any such alteration or construction does not prevent use of the Easement as a pedestrian walkway for ingress and egress to and from Parcel One and Parcel Two. This conveyance, Parcel One, Parcel Two, the Easement, the Easement Tract and all of Grantor's warranties are subject to the matters set forth on the attached Exhibit D, which Exhibit D is incorporated herein by reference for all purposes. Grantee, by accepting delivery of this Deed, confirms that Grantee has been afforded full opportunity and complete access to inspect the above-described property to determine its condition, appearance, repair and operation, and Grantee has done so. The above-described property is sold, conveyed and delivered by Grantor to Grantee, and accepted by Grantee, AS IS, in its current condition, repair, operation and appearance, and without any warranties by Grantor, express or implied, with respect to condition, defects, habitability or fitness for any specific purpose. Grantee, by accepting delivery of this Deed, agrees that Grantee is not relying on any statement, covenant, representation or warranty which is not expressly contained herein. For the consideration set forth above, Grantor assigns and transfers to Grantee and Grantee's successors and assigns all of Grantor's right, title and interest, if any, in and to any and all causes of action and third -party warranties available to Grantor with respect to any improvements located on Parcel One and Parcel Two. DATED: , 19 . TEXAS STATE AQUARIUM ASSOCIATION By: Print Name: Print Title: -2- Grantee's Address: P. O. Box 9277 Corpus Christi, Texas 78469 THE STATE OF.TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 19 , by of the Texas State Aquarium Association, a Texas nonprofit corporation, on behalf of said corporation. Notary Public, State of Texas Print Name: My Commission Expires: UPON DELIVERY OF THIS DEED, THE EXHIBITS DESCRIBED HEREIN SHALL BE ATTACHED CONTAINING THE FOLLOWING ITEMS DESCRIBED IN THIS AGREEMENT: EXHIBIT A SHALL CONTAIN THE DESCRIPTION OF AQUARIUM PARCEL ONE, EXHIBIT B SHALL CONTAIN THE DESCRIPTION OF AQUARIUM PARCEL TWO, EXHIBIT C SHALL CONTAIN THE DESCRIPTION OF THE EASEMENT TRACT AND EXHIBIT D SHALL CONTAIN A DESCRIPTION OF THE PERMITTED EXCEPTIONS. EXHIBIT VIII TO THE PURCHASE AGREEMENT BETWEEN TEXAS STATE AQUARIUM ASSOCIATION, A TEXAS NONPROFIT CORPORATION, AND THE CITY OF CORPUS CHRISTI, A TEXAS HOME RULE CITY THE STATE OF TEXAS § COUNTY OF NUECES § DEED KNOW ALL MEN BY THESE PRESENTS: THAT the City of Corpus Christi, a Texas home rule city ("Grantor"), for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration paid to Grantor by Texas State Aquarium Association, a Texas nonprofit corporation ("Grantee"), the receipt and sufficiency of which are hereby acknowledged, has GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND CONVEY unto Grantee, all of Grantor's" rights, titles and interests in and to the property located in Nueces County, Texas, described on the attached Exhibit A, which Exhibit A is incorporated herein -.by reference for descriptive purposes (the "Property"): TO HAVE AND TO HOLD all of Grantor's rights, titles and" interests in and to the Property, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors to WARRANT AND FOREVER DEFEND all and singular all of Grantor's rights, titles and interests in and to the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise. Grantor waives any and all implied liens which Grantor may now or hereafter have against the Property as a result of or in any way pertaining to any exchange of real property between Grantor and Grantee. DATED: , 19 . CITY OF CORPUS CHRISTI, ATTEST: A Texas Home Rule City By: Print Name: Print Name: City Secretary City Manager 27.54 Grantee's Address: Texas State Aquarium Association P. 0. Box 31207 Corpus Christi, Texas 78404 THE STATE OF TEXAS § COUNTY OF NUECES § BEFORE ME, the undersigned authority, on this day personally appeared , City Manager of the City of Corpus Christi, a municipal corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of said City of Corpus Christi for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of , 19 Notary Public, State of Texas UPON DELIVERY OF THIS DEED EXHIBIT A SHALL BE ATTACHED CONTAINING THE DESCRPTION OF THE CITY EXCHANGE TRACT AS DEFINED IN THIS TITLE AGREEMENT EXHIBIT VIII (CONTINUED) THE STATE OF TEXAS § COUNTY OF NUECES § DEED KNOW ALL MEN BY THESE PRESENTS: THAT Texas State Aquarium Association, a Texas nonprofit corporation ("Grantor"), for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration paid to Grantor by the City of Corpus Christi, a Texas home rule city ("Grantee"), the receipt and sufficiency of which are hereby acknowledged, has GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND CONVEY, subject to the matters herein set forth, unto Grantee, all of the property located in Nueces County, Texas, described on the attached Exhibit A, which Exhibit A is incorporated herein by reference for descriptive purposes (herein called the "Property"); TO HAVE AND TO HOLD the Property, subject to the matters herein set forth, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby hind Grantor and Grantor's successors to WARRANT AND FOREVER DEFEND all and singular the Property, subject to the matters herein set forth, unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. Grantor waives any and all implied liens which Grantor May now or hereafter have against the Property as a result of or in any way pertaining to any exchange of real property between Grantor and Grantee. This conveyance, the Property and all of Grantor's warranties are subject to the matters set forth on the attached Exhibit B, which Exhibit B is incorporated herein by reference for all purposes. DATED: 1988. TEXAS STATE AQUARIUM ASSOCIATION By: Print Name: Print Title: 27.54 Grantee's Address: P. O. Box 9277 Corpus Christi, Texas 78469 THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 19 , by of the Texas State Aquarium Association, a Texas nonprofit corporation, on behalf of said corporation. Notary Public, State of Texas Print Name: My Commission Expires: UPON DELIVERY OF THIS DEED THE EXHIBITS DESCRIBED HEREIN SHALL BE ATTACHED CONTAINING THE FOLLOWING ITEMS DESCRIBED IN THIS AGREEMENT: EXHIBIT A SHALL CONTAIN THE DESCRIPTION OF AQUARIUM EXCHANGE TRACT AND EXHIBIT B SHALL CONTAIN A DESCRIPTION OF THE PERMITTED EXCEPTIONS. ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT H THAT IS TOO LARGE TO COPY qp MOTION TO AMEND ON SECOND READING It is hereby moved that the ordinance approving the Aquarium Lease, as passed on First Reading on February 16, 1988, and the Exhibit thereto, be amended on Second Reading to hereafter provide as follows: AN ORDINANCE AUTHORIZING THE EXECUTION OF A LEASE AGREEMENT WITH THE TEXAS STATE AQUARIUM ASSOCIATION FOR THE AQUARIUM PROJECT; AND PROVIDING FOR PUBLICATION. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager is hereby authorized to execute an agreement with the Texas State Aquarium Association for lease of City property for the Aquarium Project and undertakings of the parties in connection therewith, all as more fully set forth in the agreement, a substantial copy of which is attached hereto and made a part hereof, marked Exhibit A. SECTION 2. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. 202JB015.Ltr AN ORDINANCE AUTHORIZING THE EXECUTION OF A LEASE AGREEMENT WITH THE TEXAS STATE AQUARIUM ASSOCIATION FOR THE AQUARIUM PROJECT; AND PROVIDING FOR PUBLICATION. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager is hereby authorized to execute an agreement with the Texas State Aquarium Association for lease of City property for the Aquarium Project and undertakings of the parties in connection therewith, all as more fully set forth in the agreement, a substantial copy of which is attached hereto and made a part hereof, marked Exhibit A. SECTION 2. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. 205JB088.ord AQUARIUM LEASE THE STATE OF TEXAS } COUNTY OF NUECES } 1 REVISED 3/2/88 WHEREAS, the texas State Aquarium Association, a Texas nonprofit corporation (the "Association") plans to construct and operate a public aquarium (the "Aquarium") in Corpus Christi, Texas, with such Aquarium to be operated on a nonprofit basis for multiple public purposes including the education and enjoyment of Corpus Christi citizens and visitors from inside and outside of Texas, promotion and growth of scientific knowledge, advancement of interest in marine life and mariculture and the study thereof; and WHEREAS, the State Legislature of the State of Texas has designated such Aquarium facility to be operated by Association as the official Aquarium of the State of Texas; and WHEREAS, Association has purchased, utilizing its own funds, for a purchase price in excess of Two Million Eight Hundred Thousand Dollars ($2,800,000), a partial site location on the south end of Corpus Christi Beach, for the purpose of causing to be built thereon a public Aquarium building; and WHEREAS, the citizens of Corpus Christi approved the sale of general obligation bonds by the City of Corpus Christi in the amount of Four Million Dollars ($4,000,000) for the purpose of enhancing full and complete enjoyment of the Aquarium by Ex4;101`i- 01H11041.agm 1 expending said funds on improvements to public property in the vicinity of the Aquarium; and WHEREAS, by Agreement of February 2, 1987, authorized by City Ordinance No. 19619, City agreed with Association to utilize a portion of said bond funds for improvements to public property in the vicinity of the Aquarium, in accordance with certain terms and conditions in said Agreement; and WHEREAS, by Agreement of June 3, 1987, authorized by City Ordinance No. 19764, City agreed with Association to expend up to a maximum amount of Five Hundred Thousand Dollars ($500,000) of City funds to reimburse Association for costs incurred by Associ- ation in retaining an architectural firm to prepare schematic design plans and design development documents and construction plans and specifications for the Texas State Aquarium facilities, in accordance with certain terms and conditions in said Agree- ment; and WHEREAS, City and Association desire to further expedite the Aquarium project to obtain the above-recited public benefits at the earliest feasible time while assuring appropriate account- ability for public monies contributed thereto: NOW, THEREFORE, for and in consideration of the mutual agreements and promises herein contained, City and Association do mutually agree and covenant as follows: 1. Demised premises; conditions. City does hereby lease, let and demise to Association all of the property described in the attached Exhibit "A" and all improvements located thereon 01H11041.agm 2 (the "Property") conditioned upon all of the following events first occurring: (A) Association has actually expended for Aquarium purposes not less than Two Million Dollars ($2,000,000) of its own monies which it has raised, excluding any monies provided by City and excluding any monies Association is obligated to pay to any person in satisfaction of indebtedness. It is the intention of the parties that after expenditure of said Two Million Dollars ($2,000,000) Association will still have net assets over liabilities. (B) It is acknowledged that Association has submit- ted to City an acceptable schematic design study of the Aquarium improvements consisting of drawings and other documents illustrating the scale and relationship of the Aquarium compo- nents and the building design concept ("the Aquarium Improvements"). (C) Within six months from the date of this Agree- ment, and prior to Closing, Association shall submit to City, for City's approval, reasonably satisfactory, complete, detailed construction plans and specifications for the Aquarium Improvements, and which shall include reasonably complete systems for water and wastewater service to the Aquarium. 01H11041.agm (D) Prior to Closing, City Manager shall approve the construction plans and specifications submitted pursuant to (C). (E) Within six months from the date of this Agree- ment, Association shall obtain binding bids and execute full and complete written contracts for the construction of all of the Aquarium Im- provements, as shown in the approved plans and specifications, from competent and fully bonded contractors for a guaranteed maximum price not to exceed Ten Million Dollars ($10,000,000) plus such additional funds as Association has avail- able and commits to the construction contract. (F) Within six months from the date of this Agreement, and simultaneous with the execution of the con- tract in (E) above, at a mutually agreeable closing date and time ("the Closing"), the Associ- ation and the City shall enter into the Purchase Agreement ("the Purchase Agreement") substanially in the form attached hereto as Exhibit "G" which provides for the purchase by and conveyance to the City, by general warranty deed, in fee simple, of the property described on the attached Exhibit B and all Aquarium improvements located thereon, ("the Association Property") according to and subject to the terms and procedures provided in such Purchase Agreement. Provided, however, the 01H11041.agm 4 property indicated in orange on the drawing (attached hereto as part of Exhibit B) shall be conveyed to City as part of such purchase only as a perpetual, nonexclusive easement (the "Easement Property"), and the conveyance of the previous public right of way shall be by special warranty deed of all right, title, and interest of the Association as to such property. Association Property to be conveyed by the Association to the City shall also include property to be conveyed pursuant to the separate exchange described in subparagraph 1(F) (10)(2) and Exhibit C hereof. In addition to the execution and delivery of the Purchase Agreement, an additional condition of Closing shall be the receipt by the Association at Closing of a legal opinion addressed to the Association of Fulbright and Jaworski, in form reasonably acceptable to the Association and its counsel, that the certificates of obligation have been issued for a lawful purpose and the $10,000,000 of proceeds may be lawfully utilized for the purchase of the Aquarium Facility by the City from the Association pursuant to the Purchase Agreement, and the written opinion addressed to the Association of the City Attorney of City that City has all necessary legal authority and has obtained all necessary legal authorization to 01H11041.agm 5 enter into the Purchase Agreement and to perform the City's obligation to purchase thereunder. (1) Title Commitment or Title Binder. Association shall, at least 25 days prior to Closing, furnish to City a commitment for an Owner's Policy of Title. Insurance (hereinafter referred to as the "Title Binder" or "Title Commitment"), issued by Lawyers Title Insurance Company, in the amount specified in the Purchase Agreement together with legible copies of all instruments referred to therein as conditions, exceptions and liens, and under the terms of which the Title Company shall agree to issue an Owner's Policy of Title Insurance to City insuring the title of City to the Association Property (other than the Easement Property and any portion of such Associa- tion Property obtained from the abandonment and closing prior to Closing of various streets) in the agreed amount upon the closing under the Purchase Agreement, free and clear of any and all liens or encumbrances except the exceptions set forth in Owner Policies of Title Insurance, Numbers 90-00-248556 and 90-00-248557, by Lawyers Title Insurance Corporation, Post Office Box 50159, Dallas, Texas 75250, attached hereto as Exhibit D and E. ("the Permitted Exceptions"). Provided, however, prior to or simultaneously with 01H11041.agm 6 Closing as provided herein, Association shall procure release of the Deed of Trust and lien securing the $2,600,000 loan of April 9, 1986, referenced in the first paragraph of Schedule B of said policies (Exhibits D and E), from the Associ- ation. Property described on Exhibit B except for the Easement Property. As to the Easement Proper- ty, such Deed of Trust and Lien shall be subordi- nated by the lienholder to the City's perpetual nonexclusive easement. Cost of the Title Policy shall be borne as specified in the Purchase Agreement. (2) Review of Title Binder by City. City shall have a period of fifteen (15) days after receipt of the last of the Title Binder to review such item and to deliver in writing such objections as City may have to anything contained or set forth or in the Title Binder. Any such items to which City does not object within such fifteen (15) day period, together with the exceptions set forth elsewhere herein, shall be deemed to be permitted exceptions. (3) Association's Obligation to Cure City's Objections to Title. If exceptions to the title to the Association Property have been raised in the Title Binder other than the Permit- ted Exceptions or the standard printed 01H11041.agm 7 exceptions and if City delivers written objections thereto to Association in accordance with the foregoing, then Association may, but shall not be obligated to, cure and satisfy such objec- tions prior to Closing. If Association is unable to cure such objections before the Closing or elects not to cure the same by notice to the City, City through its City Manager may either (i) waive such objections and proceed to close, or (ii) terminate this Contract by written notice to Association either within five (5) days of Association's giving notice of its election not to cure or at Closing, whichever shall first occur. If such termination notice is not timely given by the City, City shall have elected to close and waive the right to terminate. (4) Certain Covenants of Association. Association covenants and agrees with City that, between the date hereof and the date of Closing: (a) Immediately upon obtaining knowledge of the institution of any proceeding for the condemnation of the Association Property, or any portion thereof, of any other proceeding arising out of an injury or damage to the Association Property, or any portion thereof, Association will notify City of the pendency of such proceed- ings; 01H11041.agm 8 (b) Association will not, without the prior written consent of City, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitu- tional or contractual, (except for the lien for ad valorem taxes on the Association Property which are not delinquent and the Interim Con- struction Loan described in subparagraph 1(F)(10)(4) hereof), security interest, encum- brance or charge, in any manner to any part of the Association Property; (c) Prior to expiration of this Agreement or the Closing hereof, Association will not enter into any agreement that would defeat the rights of City hereunder. (5) Inspection. Prior to Closing, City, its agents, contractors, and representatives shall have the right of access upon or to the Association Property for the purpose of performing, at City's sole expense, engineering surveys, air, water or soil tests (including borings) and other studies of the Association Property. In the event this Contract does not close, City shall repair any damage to the Association 01H11041.agm 9 Property sustained through the use of the Associa- tion Property for this purpose. (6) City's Acknowledgments. City acknowledges that Association has made no warranties or represen- tations to City as to the Association Property or existing improvements as of the Closing date, zoning status of the Association Property, the number of gross or net acreage contained in the Association Property, or any other matter. (7) Purchase Agreement Closing. At Purchase Agreement Closing, the Association, shall deliver such documents as specified in the Purchase Agreement. (8) Deposit; Accounts. Simultaneous with the execu- tion and delivery of the contracts described in subparagraphs (E)and (F) hereof, City shall deposit in an account (hereinafter the "City Purchase Account") the amount of Ten Million Dollars ($10,000,000) in funds obtained through the sale of securities issued by City on its behalf or on behalf of Tax Reinvestment Zone No. 1 or both, which securities will be repayable with funds from said Reinvestment Zone. Provided, it is expressly acknowledged that the obligation to deposit said monies shall be contingent upon the availability of such monies pursuant to a financ- ing plan satisfactory to the City. Neither Association nor City shall be required to close 01H11041.agm 10 this transaction in the absence of such funds. Association shall simultaneously (1) deposit in an account (hereinafter the "Association Con- struction Account") the balance of monies required to be paid under the construction contracts, said accounts to be administered as provided elsewhere in this Agreement, and (2) Provide certification and reasonably satisfactory evidence that it has immediately available for Aquarium purposes not less than $3,764,734 including the amount deposited in the Association Construction Account less (a) a sum not to exceed $1,100,000 previously spent by the Association for design fees (b) and less a sum not to exceed $79,000 per month spent for administrative, construction and design management, fund raising, interest, taxes and capital expenditures since January 1, 1988. It is understood that a portion of such $3,764,734 shall be in the form of a bank line of credit which shall be secured by pledges committed to Association from benefactors and secured by the Association's remaining real estate not to be conveyed to the City. (9) Prior to or simultaneous with Closing, City shall have the following streets closed and part con- veyed to Association as follows: 01H11041.agm 11 (1) Canal Street east of the existing Surfside Blvd., with Association acquiring from City the northern one-half between the midpoint of North Shoreline Drive and the middle of the alley. Association will attempt to acquire the other one-half from the Port of Corpus Christi. (2) All of Bennett Street with Association acquiring both halves. (3) North Shoreline Boulevard south of Pearl Street with Association acquiring most of the west one-half from the south line of Pearl to the north line of Canal Avenue as shown on the Plat attached as Exhibit B. (4) Surfside Boulevard Association acquiring the contiguous to the eight Association. (5) The alleys in blocks (3) and (4) with the City and the Association acquiring the applicable halves of such alleys contiguous to each's respec- tive parcels of property. In the event of any delays in completion of any of the condemnation proceedings described in subparagraph 1(F)(10)(3) below, the Association and the City Manager may agree to modify such condition of Closing to provide for delays in regard to any of the following partial street south of Pearl with one-half of the street (8) lots owned by the 01H11041.agm 12 closings until completion by the City of any contiguous and applicable property condemnation: (a) North Shoreline between Pearl Street and the "Interim Closing Line" marked on the drawing attached as Exhibit B. (b) Surfside Boulevard south of Pearl. (c) The alley in Block 4. (d) Canal Avenue west of the Block 3 alley and the Block 3 alley. (e) Bennett Street west of the alley. (10) The following shall also be conditions precedent to Closing: (1) Approval by all required parties and the execution by the City, the Association and the Port of Corpus Christi of the Plat substantially in the form attached as Exhibit F. In the event, because of any delays in completion of any condem- nation proceedings described herein, it is not possible, prior to Closing, to initially complete the filing of the master plat shown on the at- tached F, this closing requirement may also be satisfied by the execution, approval and filing of a plat for a lesser portion of the property described on the attached Exhibit F (such interim plat being substantially in the form attached as Exhibit H) and a written agreement among the City, the Association and the Port of Corpus Christi to 01H11041.agm 13 execute, approve and file the Plat substantially in the form attached as Exhibit F as soon as the City acquires all of the property subject to the proceedings described in subparagraph 1(F)(10)(3) hereof. In regard to property covered by such plat, the acreage platting fee normally paid to the City shall not be required to be paid by the Associa- tion to the City. (The acreage platting fee for the property owned by the Port of Corpus Christi which is not leased to the Association or dedicat- ed for public streets shall be due from the Port of Corpus Christi.) (2) City acknowledges receipt of an acceptable appraisal in regard to the proposed exchange of properties described on the attached Exhibit C. The Association as a separate provision of the Purchase Agreement shall convey to the City Parcel C-1 (as shown on Exhibit C), simultaneous with the conveyance of the property being purchased by the City from the Association pursuant to the Purchase Agreement. The conveyance by the City to the Association of Parcel C-2 (as shown on Exhibit C) shall be at the same time. (3) The completion by the City of the acquisition by condemnation described in paragraph 2C of the February 2, 1987, agreement between the City and 01H11041.agm 14 the Association (except for deleted Parcel 8, 50' of N90' of Lot 117, Block 43), unless both the Association and City Manager agree to any specific or partial deferral of such completion require- ment. (4) The closing of an Interim Construction Loan ("Interim Construction Loan") in favor of the Association providing funds for construction of the Aquarium Improvements in the amount of $11,000,000 pursuant to terms and conditions acceptable to the Association and the City Manager. (5) Approval by City Council of the final form of the Purchase Agreement. 2. Purchase Proceeds and Contribution Funds. Upon closing of.the purchase of the Association Property and Aquarium Improve- ments, pursuant to the Purchase Agreement, funds in the City Purchase Account shall be utilized for the purchase price for such purchase. Any portion of the interest earned on the City Purchase Account not utilized for the purchase price under the Purchase Agreement and any other agreed expenses shall be re- turned to the City. The Association Construction Account shall be maintained in a trust fund for payment of all construction costs (other than interest on the Interim Construction Loan) in excess of $10,000,000 and shall be payable by the trustee upon presentation of invoices from the Contractors which only have been certified as correct by the Association. Subject to use for the agreed purpose, the Association Construction Account may be 01H11041.agm 15 pledged by the Association to the lender under the Interim Construction Loan to satisfy such lender of the availability of such funds to complete the Aquarium Improvements. The Associa- tion may require that the funds deposited in the Association Construction Account be invested in United States Treasury securities or the equivalent. Upon completion of the purchase contemplated by the Purchase Agreement (and payment in full of the Interim Construction Loan), interest earned on the Associa- tion Construction Fund shall be payable to the Association for its use for any purpose related to the Aquarium. 3. Construction supervision and acceptance. shall be exclusively responsible for supervision of Association construction of the Aquarium Improvements, and assuring that construction is timely and satisfactorily completed in accordance with the terms of the construction contracts, and Association is authorized, upon advice of its architectural/engineering consultants, to determine when and if the Aquarium Improvements should be accept- ed. 4. Term. The term of this Lease shall be for a period of twenty (20) years, commencing with the closing of the purchase and conveyance under the Purchase Agreement, and ending twenty (20) years thereafter on the anniversary of said date. Provided, however, the term of the lease shall be five (5) years from the same date for all parts of the leased premises which are sub- merged lands patented to City by the State of Texas (such proper- ty being described on the attached Exhibit A). Expiration of said five (5) year portion of the Lease shall in no way affect 01H11041.agm 16 the obligations of City and Aquarium under the remainder of this Lease. 5. Permitted use. The demised premises shall be used solely as an aquarium and sea life park, referred to hereafter as the "Aquarium or Aquarium Facility"; provided, however, that Association may operate food, drink, souvenir, museum gift shop and other concessions in conjunction and consistent with, but secondary to, operation of the Aquarium Facility. 6. Aquarium operation; admission. The operation of the Aquarium Facility shall be carried out by Association in a businesslike manner at all times and Association shall be solely responsible for the operation, planning and management of the Aquarium Facility. Association shall furnish and stock the Aquarium Facility with all marine life, equipment and facilities consistent with a first-class aquarium operation. The Aquarium Facility shall be operated by Association for the use and benefit of the public and shall be open during a reasonable portion of the daytime hours of most days of the year; provided, however, that Association may charge an admission fee to said Aquarium Facility on a nondiscriminatory basis and Association shall be entitled to fence the Property and control and restrict access in such regard. Association may adopt admission fee rate structures of the type normally adopted by public aquariums and zoos. 7. Safety. Association shall create, inspect and maintain adequate firefighting and safety systems. 8. Maintenance. Association shall at all times during the continuance of this lease keep and maintain in good repair and 01H11041.agm 17 clean and attractive condition all buildings, improvements, grounds, and personal property on the Property and in the event any improvement erected on the Property for Aquarium purposes, or any structures erected in place thereof, are damaged or de- stroyed, Association, as soon as the same may be done, will repair or restore the injured property in as good condition and value as before such damage or destruction. Upon termination or expiration of this Agreement, Association shall return the buildings, improvements, grounds, and personal property to City in the condition required in the preceding sentence. 9. Pollution of Bay. Association shall make reasonable efforts to ensure that no pollutant, effluent, liquid or solid waste material, fresh or salt water discharge (except salt water discharges approved by the City and authorized by all applicable and required state and federal government permits), litter, trash, or garbage issues from the Property or is allowed to collect in Corpus Christi Bay. 10. Revenues generated. All funds generated by the opera- tion of the Texas State Aquarium and/or the private fund raising efforts of Association shall be used exclusively by Association for the benefit of the Texas State Aquarium facilities and programs operated by Association for educational and scientific purposes or as otherwise allowed under Section 501(c)(3) of the Internal Revenue Code. 11. Association responsibility. Except as otherwise ex- pressly provided in this Agreement, Association shall be exclu- sively responsible for all planning, design, financing, 01H11041.agm 18 advertising for bids, choice of contractor, supervision of construction, construction, equipping, stocking, establishment, operation, maintenance, and all other activities related to the Aquarium. Association shall not be relieved of such respon- sibility by any inspection or approval by City or its agents of the Aquarium or any part thereof or any activity connected therewith, nor by any right of City, under this Agreement or otherwise, whether exercised or not, to make any such inspection or approval. 12. Financial statements. Association shall keep strict and accurate books of account and shall deliver to the City's Director of Finance an annual financial statement prepared by an independent certified public accounting firm reflecting separate- ly financial operations of the Aquarium Facility and the Associa- tion for such calendar year. These statements shall be delivered to the Director of Finance by the 15th day of April in the year following the year to which they relate. The books of account and all Association records shall be available to City upon request during normal business hours. 13. Assignment or sublease. Association may not assign this lease nor sublease the premises nor any part thereof without the prior written consent of City. Provided, however, Association may contract for and/or sublease a food and/or drink concession or concessions for the Aquarium facilities and space rent any auditorium or any other portion of the facilities for special events, so long as Association maintains control over such areas and assures that their operation is consistent with this 01H11041.agm 19 Agreement. Provided, further, Aquarium may sublease dock space to allow tourist boat, water taxi, research, and university boat access. 14. Sanitation. Garbage and trash shall be stored on the Property in normal containers or dumpster type containers. Such containers shall be stored inside a small building, screened or appropriately landscaped area. Garbage pickup service will be obtained by Association on a schedule sufficient to maintain the Property in a clean and sanitary condition. 15. Parking. Parking for Aquarium employees and patrons will be on the public parking lots to be built by City on land in the general vicinity of the Property; provided, however, that such areas need not be for the exclusive use of Association, its employees and customers. City may establish reasonable rates for such parking. 16. Nondiscrimination. Association warrants that it is and will continue to be an equal opportunity employer and hereby covenants that no employee or customer shall be discriminated against because of race, creed, color, sex, handicap, or national origin. 17. Inspection. City personnel shall have the right to enter upon the Property, including buildings thereon, at all times, for purposes of any inspection, repair, fire or police action, and the enforcement of this lease. 18. Contractor's insurance. Association shall require the contractor employed for construction of the Aquarium improvements to carry insurance coverages throughout the construction period 01H11041.agm 20 in at least the following amounts: (a) workers' compensation: state law limits; (b) automobile liability: statutory minimum; (c) builder's risk: full replacement value of improvements; (d) general liability (including contractual liability): One Million Dollars ($1,000,000) per person and per occurrence for bodily injury and One Hundred Thousand Dollars ($100,000) for property damage; (e) performance and payment bond: full value of contract. City shall be furnished with a certified copy of such effective policy of insurance prior to commencement of construction. Said policy shall name Association and City as additional insureds, and shall provide that the policy may not be cancelled nor expire until Association and City have each been given thirty (30) days prior written notice of such event. If required by law the Association shall provide any of such insurance in lieu of such insurance being provided by the contractor. 19. Liability insurance. Association shall obtain and carry a policy of general liability insurance covering all Aquarium related activities, including coverage for poisoning or illness from food or drink, by terms of which City shall be named an additional insured, which shall provide combined single limit coverage in the amount of Five Hundred Thousand Dollars ($500,000). City shall be furnished a certified copy of such effective policy of insurance prior to the commencement of the lease term. Said policy shall include a provision that the policy may not be cancelled nor expire until City has been given thirty (30) days prior written notice of such event. City may require reasonable increases in said coverage based upon annual reviews 01H11041.agm 21 so that the present real value of said coverage is not diminished over the course of this lease. 20. Workers' compensation insurance. Association shall maintain workers' compensation insurance covering all of its employees. 21. Property insurance. Association shall, throughout the term of the Lease, carry property insurance in the amount of the full replacement value (less 1% deductible) of all improvements and personal property connected with the Aquarium operation, which shall insure against loss or damage by any means, includ- ing fire, windstorm, vandalism, flood or otherwise; provided, however, the flood insurance requirement may be limited to the maximum federally subsidized flood insurance limit, so long as those limits exceed or remain at their present levels. Associa- tion shall furnish City a copy of all such insurance, and such insurance shall contain a provision that it may not be cancelled or permitted to expire without thirty days prior written notice to City. If Association shall fail to maintain such insurance, City may terminate this Agreement, or, at its option procure such insurance, in which case any monies paid by City shall be repayable by Association to City upon demand, with interest at the lesser of ten percent per year or the highest permissible legal rate. Any insurance proceeds hereunder shall be paid jointly to City and Association. Association shall decide whether to repair, rebuild, or replace the damaged proper- ty. If Association decides to repair, restore, or rebuild, it shall develop plans and specifications as appropriate, and 01H11041.agm 22 shall submit them to City for approval. Upon approval City shall cooperate with Association in release of monies as reasonably, periodically required as construction progresses under contract. If Association determines not to repair, rebuild, or replace the property, the insurance proceeds shall be paid first to City up to but not in excess of its contributions under this Agreement, and any excess shall be paid to Association. 22. Indemnity. Association shall fully indemnify, save and hold harmless City, its officers, employees, and agents against any and all liability, damage, loss, claims, demands and actions of any nature whatsoever on account of personal injuries (includ- ing, without limitation on the foregoing, workers' compensation and death claims), or property loss or damage of any kind whatso- ever, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any way connected with, the performance of this Agreement or Association's use, operation or occupancy of the Property or the Aquarium. Association shall at its own expense investigate all such claims and demands, attend to their settlement or other disposition, defend all actions based thereon and pay all charges of attorneys and all other costs and expenses of any kind arising from any such liability, damage, loss, claims, demands, and actions. 23. Access for handicapped. The Aquarium Improvements shall be so constructed as to be readily accessible to the handicapped and in compliance with all applicable state and federal laws in regard thereto. 01H11041.agm 23 24. Utilities. City shall make sewer, water, and natural gas service available to the Aquarium property, to be paid for by Association at standard City rates. Association shall be responsible for procuring and paying for all utility services whether provided by City or another supplier. 25. Compliance with laws; permits. In the planning, design, construction, and operation of the Aquarium, Association shall comply with all applicable federal, state, and local laws, ordinances, rules and regulations. All applicable permits and licenses shall be obtained by the Association. City shall cooperate in obtaining permits and licenses from other agencies by applying or joining Association in applying for such where City is a necessary party to the application. Association shall, however, prepare all documents, information, and materials necessary to support any such application. Association recog- nizes that as to City licenses or permits, City must apply its rules in an objective, uniform manner. 26. City financial contribution. It is understood and agreed that City's sole financial obligation in connection with the Aquarium project is payment of the purchase price for the Association Property and Aquarium Improvements referred to above in accordance with the provisions of this Agreement and the Purchase Agreement, and payment of monies in accordance with the agreements, of February 2, 1987 and June 3, 1987 as modified hereby. City does not assume, and shall have no other responsibility whatever for, any financial obligations incurred or created by Association or its officers, employees or agents, 01H11041.agm 24 in connection with the planning, design, financing, construction, equipping, stocking, establishment, operation, or other activity relating to the Aquarium project, and Association shall not represent or infer otherwise to any third party. 27. Prior Agreements. The agreements of February 2, 1987 (two agreements authorized by Ordinance (one agreement authorized by Ordinance 19619) and June 3, 1987 19764) shall remain in full force and effect, except as inconsistent herewith. All other prior agreements between City and Association are of no force and effect. In addition to any inconsistency herewith, the agreement of February 2, 1987 authorizing expenditure of $1.3 million is amended as follows: (a) The financial obligation of the City under Article IV shall be increased from $1.3 million to $4 million, the full amount of the Bond Funds, and City's obligation under said agreement is limited (b) to said $4 million unless priates additional monies. Payment of design fees the City Council appro- is authorized to any engineering firm and architectural firm acceptable to the City Manager. (c) While Association will operate and maintain the Aquarium during the lease term, City will own that portion of the Aquarium site provided in this Agreement. The lease described in paragraph IID of the February 2, 1987 agreement shall not be utilized; however, the Association shall pay for 01H11041.agm 25 all expense of constructing parking on the Associ- ation's remaining property marked in blue on the attached Exhibit B and any future parking built on the Association's remaining property. (d) Priorities for expending the balance of the $4 million bond funds shall be as follows: (1) Land acquisition. (2) Bulkheading, breakwater and boat dock. (3) New street construction, storm drainage, utilities installation and relocation. (4) Parking area construction and refinishing of existing street. 28. Lease relationship. It is specifically agreed and understood that the parties intend and do hereby create a land- lord/tenant relationship, and this agreement shall be construed conclusively in favor of that relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that no provision con- tained herein, nor any of the acts of the parties hereto, shall be deemed to create any relationship between the parties herein other than that of Landlord and Tenant. 29. Modifications. No changes or modifications to the lease shall be made, nor any provision waived, unless in writing signed by a person authorized to sign agreements on behalf of each party. 01H11041.agm 26 30. Termination of lease. Upon occurrence of any Event of Default, City may, at its option, in addition to any other remedy or right hereunder or by law, (a) give notice to Association that this lease shall terminate upon the date specified in the notice, which date shall not be earlier than fifteen (15) days after the giving of such notice, or (b) immediately or at any time after the occurrence of of such Event of Default, and without notice or demand, enter upon the demised premises, and upon the date specified in such notice, or upon any other notice pursuant to law, or upon such entry, this lease and the term thereof shall terminate. Each of the following shall be deemed an Event of Default: (a) failure to have in effect at all times policies of contractor's insurance, liability insurance, workers'compensation insurance and property insurance as required elsewhere herein. (b) intentional, knowing or fraudulent failure to maintain strict and accurate books of account, or to furnish said books of account to City for inspection, as provided elsewhere herein. (c) intentional misappropriation of project funds. (d) abandonment of the premises; 01H11041.agm 27 (e) failure of Association for a period exceeding 180 days to regularly operate the Aquarium open to the public at least five days per week during reason- able business hours; provided, however, that there shall be subtracted from any period during which attributable to acts of elements, fire, flood, such calculation of days Association's failure is God or public enemy, the labor dispute, civil disturbance, or other similar cause beyond Associ- ation's control. (f) failure of Association, within forty-five days after written notice from City, to correct any default in the performance or observance of any other covenant or condition of this Lease. Upon termination of this lease as hereinabove provided, or pursuant to statute, or by summary proceedings or otherwise, City may enter forthwith and resume possession either by summary proceedings, or by action at law or in equity or by force or otherwise, as City may determine, without being liable in tres- pass or for any damages. The foregoing rights and remedies given to City are, and shall be deemed to be, cumulative of any other rights of City under law, and the exercise of one shall not be deemed to be an election, and the failure of City at any time to exercise any right or remedy shall not be deemed to operate as a waiver of its right to exercise such right or remedy at any other or future time. 01H11041.agm 28 31. Effect of termination or expiration. Upon termination or expiration of this Agreement, all buildings and fixtures on the Property shall become property of City. All personal prop- erty, in such event, shall become property of City at City's option. Should City decide to decline all or part of the per- sonal property, it shall so notify Association within thirty days of termination or expiration, and Association shall remove said property within thirty days of its receipt of such notice. If Association shall fail to remove such property within that time period, City may remove and dispose of such property, and Associ- ation shall be liable to City for all expenses incurred thereby. Any City monies payable under this Agreement which, at the time of termination or expiration, remain unspent, shall be returned to or retained by City and spent by City as it sees fit. 32. Fund raising. Association will use its best efforts during the term of this Agreement to raise sufficient funds to fully support the Aquarium, including but not limited to, annual fund-raising drives. 33. Publication cost. Aquarium shall pay the cost of publishing in the legal section of the local newspaper the lease description required by the City Charter. 34. Taxes. Association shall timely pay all ad valorem and other taxes, if any, which shall be levied, assessed or otherwise imposed on the demised premises during the lease term. 35. Notices. Any notices provided for under this lease shall be given, in writing, to the City, by delivering or mailing the notice to City Manager, City Hall, P.O. Box 9277, Corpus 01H11041.agm 29 Christi, Texas 78469, and to the Association by delivering or mailing the notice to Texas State Aquarium Association, P.O. Box 31207, Corpus Christi, Texas 78404, or any other address as the parties may from time to time designate in writing. 36. Captions. The captions employed in this lease are for convenience only and, are not intended to and shall not in any way limit or amplify the terms or provisions herein. 37. Delivery of Final Plans. By October 31, 1988, final construction plans and specifications for the Aquarium Improve- ments shall be delivered by Association to the City Manager. Such final plans and specifications shall substantially and materially conform to the plans and specifications previously approved by City pursuant to Paragraph 1(c) of this Lease Agree- ment and shall, in detail, quality, requirements and assurances, be at least equivalent to City construction projects of similar magnitude. EXECUTED in duplicate originals this the day of , 1988, by the authorized representatives of the parties. ATTEST: TEXAS STATE AQUARIUM ASSOCIATION Secretary ATTEST: By President CITY OF CORPUS CHRISTI, TEXAS Armando Chapa Craig A. McDowell City Secretary City Manager 01H11041.agm 30 APPROVED: day of , 1988 Hal George, City Attorney By Assistant City Attorney THE STATE OF TEXAS } COUNTY OF NUECES } BEFORE ME, the undersigned authority, on this day personally appeared Craig A. McDowell, City Manager of the City of Corpus Christi, Texas, a municipal corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of said City of Corpus Christi for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of , 1988. Notary Public, State of Texas THE STATE OF TEXAS } COUNTY OF NUECES } BEFORE ME, the undersigned authority, on this day personally appeared President of the Texas State Aquarium Association, a Texas corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of said Corpus Christi Aquarium Associa- tion for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of , 1988. Notary Public, State of Texas 01H11041.agm 31 EXHIBIT A EXHIBIT LIST - Description of Property to be Leased Five (5) Year Lease Agreement Property Description: Attachment (1): Tracts No. 1, 2, and 3: Description of submerged parcel located behind bulkhead on the landside. Attachment (2): Tract No. 4: Description of submerged parcel located on the waterside of bulkhead. Twenty (20) Year Lease Agreement Property Description: Attachment (3): Tract No. 5: Description of parcel behind bulkhead on the landside. EXHIBIT B - Attachment (1): Drawing ofAquarium.Site by SMITH and RUSSO, INC., dated February 10, 1988. EXHIBIT C Attachment (2): Descriptions of property to be conveyed by TSAA to City. (Being that property outlined in pink on Exhibit B, attachment (1) drawing.) Attachment (3): Description of non-exclusive easement granted by TSAA to City. (Being that property marked in orange on Exhibit B, attachment (1) drawing.) Attachment (4): Description of property to be conveyed by the TSAA to the City in exchange for other City property. (Being that property marked in yellow and identified as C-1 on Exhibit B, attachment (1) drawing.) - Attachment (1): Description of two properties to be exchanged: Texas State Aquarium Exchange Parcel (C-1) City of Corpus Christi Exchange Parcel (C-2) EXHIBITS D & E - Prior Title Policies (in possession of City). EXHIBIT F - Texas State Aquarium Subdivision Final Plat (Pre -Submittal corrected per City Staff Comments February 24, 1988). EXHIBIT G - Purchase Agreement. EXHIBIT H - Texas State Aquarium Subdivision Interim Plat Unit 1. EXHIBIT - "A" FIVE (5) YEAR LEASE AGREEMENT: DESCRIPTION OF SUBMERGED PARCELS LOCATED BEHIND THE BULKHEAD ON THE LAND SIDE. TRACT 1: Being a parcel of land located in Nueces County ,Texas at the Texas State Aquarium site and being more particularly described by metes and bounds as follows: Beginning at a point located at the intersection of the centerline of Canal Avenue and the East R.O.W. of North Shoreline Boulevard; Thence South 58° 21' 24" East, 160.51 feet to the beginning point of Tract 1, located in the most Southerly corner of said tract and being the most Southerly corner of the bulkhead face. Thence North 61° 38' 37" East , 149.10 feet along the face of the bulkhead; Thence South 75° 49'47" West, 67.48 feet to a corner; Thence South 42° 57' 12" West, 50.99 feet to a corner; Thence South 60° 54' 27" West, 34.42 feet to the point of beginning of Tract 1 and the Southwest corner of Tract 1, containing 0.023 acres more or less. TRACT 2: Beginning at a point located at the intersection of the centerline of Canal Avenue and the East R.O.W. of North Shoreline Boulevard; Thence South 58° 21' 24" East, 235.96 feet to a corner; Thence North 31° 38' 36" East, 130.68 feet to the point of beginning of said Tract 2 and the Southwest corner of this section; Thence North 61° 38' 37" East, 28.09 feet to a corner on the bulkhead face; Thence North 31° 38' 36" East, 174.66 feet along the Easterly face of the bulkhead; Page 1 of 2 Final 3/01/88 ATTACHMENT (1) Thence South 41° 48' 10" West 50.43 feet to a corner; Thence South 33° 07' 58" West, 50.02 feet to a corner; Thence South 34° 23' 29" West, 50.06 feet to a corner; Thence South 33° 19' 31" West, 49.36 feet to the Southwest corner and the point of beginning of Tract 2 containing 0.04 acres more or less. TRACT 3: Beginning at a point located at the intersection of the centerline of Canal Avenue and the East R.O.W. of North Shoreline Boulevard; Thence North 31° 38' 36" East, 358.75 feet along the East R.O.W. of North Shoreline Boulevard; Thence South 58° 21' 24" East, 250.00 feet to the beginning point of Tract 3 and the most Southerly corner of said section; Thence North 31° 38'36" East, 51.25 feet along the face of the bulkhead to a corner; Thence North 58° 21'24" West, 120.36 feet to a bulkhead corner; Thence North 28° 21' 21" West, 25.74 feet along the face of the bulkhead to a point on Block F property line; Thence South 18° 55' 11" West, 29.72 feet to a corner; Thence South 42° 50' 59" East, 47.83 feet to a corner; Thence South 44° 25' 14" East, 92.75 feet to the point of beginning of Tract 3 and the most Southerly corner of said section containing 0.11 acres more or less. Page 2 of 2 Final 3/01/88 ATTACHMENT (1) ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT A ATTACHMENT NO. 1 THAT IS TOO LARGE TO COPY EXHIBIT - "A" FIVE (5) YEAR LEASE AGREEMENT: DESCRIPTION OF SUBMERGED PARCEL LOCATED ON THE WATERSIDE OF THE BULKHEAD. TRACT 4: Being a parcel of land comprising 3.87 acres more or less, located in Nueces County, Texas at the Texas State Aquarium site and being more particularly described as follows: Beginning at a point located at the intersection of centerline of Canal Avenue and the East R.O.W. of North Shoreline Boulevard; Thence South 58° 21' 24" East, 160.51 feet to the point of beginning of Tract 4 and the most Southerly corner of the bulkhead; Thence South 31° 38' 36" West, 30.00 feet to the Southwest limits of the breakwater; Thence South 58° 21'24" East, 32.10 feet to a corner; Thence South 80° 51' 24" East, 123.83 feet for the point of curvature of a circular curve to the left whose radius bears North 09° 08' 36" East , 175.00 feet and which has a central angle of 67° 28' 54.12" , a radius of 175.00 feet, a tangent distance of 116.89 feet and an arc length of 206.11 feet; Thence, with said curve to the left, 206.11 feet for the point of tangency; Thence continuing North 31° 38' 36" East, 216.96 feet to a corner; Thence North 51° 38' 36" East, 92.95 feet to a corner; Thence North 31° 38' 36" East, 206.07 feet to the Northeast corner of this tract; Thence North 58° 21' 24" West, to a point located on the existing shoreline of Corpus Christi Bay. Thence meandering Southerly along said shoreline of Corpus Christi Bay to the Southeast corner of Brooklyn Addition, Block F, Lot 10; Final 3/01/88 Page 1 of 2 Attachment (2) Thence South 37°21' 21" West Thence South 12° 15' 50"'East, :"4.72 feet to a corner; Thence South 580 21' 24" East, 15.00 feet to a corner; Thence South 310 38'36" West, 108.0 feet to a corner on the bulkhead face. Thence South 28° 21' 21" East, 40.00 feet to a bulkhead corner Thence South 58° 21' 24" East, 120.36 feet along the face of the bulkhead; Thence South 31° 38' 36" West, 255.00 feet along the East bulkhead line. Thence South 61° 38' 37" West, 178.98 feet to the point of beginning of Tract 4 and the most Southerly point of the bulkhead face. Final 3/01/88 ATTACHMENT (2) • ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT A ATTACHMENT NO. 2 THAT IS TOO LARGE TO COPY EXHIBIT A TWENTY (20) YEAR LEASE AGREEMENT: Description of parcel behind bulkhead on the landside. TRACT NO. BEGINNING at a point at the intersection of the centerline extended of North Shoreline Boulevard a one hundred (100') foot road, and the Southwest boundary of Canal Street (9th Street) a sixty (60') foot road as shown by map of record of Brooklyn Addition in Volume "A", page 30-32, Map Records of Nueces County, Texas; said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,357,996.40, y = 781,783.63, THENCE N 31° 38' 36" E, a distance of 495.38 feet to a point for corner, THENCE in a Southeasterly direction along a curve to the left having a central angle of 106° 54' 36", a radius of 55.0 feet, a tangent length of 74.21 feet and an ARC length of 102.63 feet to the endof said curve and a point for corner, _ THENCE N 31° 38' 36" E, a distance of 8.0 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 25.0 feet to a point for corner, THENCE N 31° 38' 36" E, a distance of 64.00 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 35.84 feet to a point for corner, THENCE S 43° 48' 46" W, a distance of 2.24 feet to a point for corner, THENCE S 37° 21' 21" W, a distance of 46.64 feet to a point for corner, THENCE S 10° 31' 28" E, a distance of 4.61 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 15.00 feet to a point for corner, THENCE S 31" 38' 36" W, a distance of 108.00 feet to a point for corner, THENCE S 28° 21' 22" E, a distance of 40.00 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 120.36 feet to a point for corner, THENCE S 31° 38' 36" W, a distance of 255.00 feet to a point for corner, THENCE S 61° 38' 37" W, a distance of 178.98 feet to a point for corner, THENCE S 63° 03' 36" W, a distance of 35.14 feet to a point for corner, THENCE N 58° 21' 24" W, a distance of 192.02 feet to the Point of Beginning forming a tract embracing 137,670 square feet (3.16± acres) more or less, SAVE and EXCEPT Tracts No. 1, 2, and 3 as described on Exhibit "A", Attachment No. 1. Final 3/01/88 Attachment No. 3 ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT A ATTACHMENT NO. 3 THAT IS TOO LARGE TO COPY ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT B ATTACHMENT NO. 1 THAT IS TOO LARGE TO COPY EXHIBIT B DESCRIPTION OF PROPERTY TO BE CONVEYED BY TEXAS STATE AQUARIUM ASSOCIATION TO THE CITY OF CORPUS CHRISTI (Being that property outlined in pink on Exhibit "B" Attachment No. 1). PARCEL NO. 1 (PREVIOUSLY RIGHT-OF-WAYS) BEGINNING at a point at the intersection of the centerlines extended of North Shoreline Boulevard a one hundred (100') foot road and Canal Avenue (9th Street) a sixty (60') foot road as shown by map of record of Brooklyn Addition in Volume "A", pages 30-32, Map Records of Nueces County, Texas; and said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,538,012.14, y = 781,809.17, THENCE along said centerline extended of North Shoreline Boulevard N 31° 38' 36" E, a distance of 465.38 feet to a point for corner, THENCE in a Northwesterly direction along a curve to right having a central angle of 73° 05' 24", a radius of 55.0 feet, a tangent of 40.76 feet, and an ARC length of 70.16 feet to the end of said curve and a point for corner, THENCE N 31° 38' 36" E, a distance of 22.00 feet to a point for corner, THENCE S 58' 21' 24" E, a distance of 39.0 feet to the said centerline extended of North Shoreline Boulevard and point for corner, THENCE along said centerline N 31° 38' 36" E, a distance of 50.0 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 50.0 feet to the Southeast right-of-way line of said North Shoreline Boulevard and a point for corner, THENCE along the said Southeast right-of-way line of North Shoreline Boulevard S 31° 38' 36" W, a distance of 200.00 feet to the Northeast right-of-way line of Bennett Street (10th Street) as shown on said Brooklyn Addition, for a point for corner, THENCE along the said Northeast right-of-way line of Bennett Street S 58° 21' 24" E, a distance of 126.83 feet to a point in the shoreline of Corpus Christi Bay at the 1.0 foot (February 17, 1986 N.G.V.D.) to a point for corner, THENCE along the meanders of said shoreline of Corpus Christi Bay as follows: S 42° 50' 59" E 34.42', S 44° 25' 14" E 93.87', S 28° 22' 56" W 14.98', and S 35° 17' 01" W, a distance of 13.26 feet to the Southwest right-of-way line of said Bennett Street and a point for corner, Final 3/01/88 Attachment No. 2 1 of 3 THENCE along said Southwest right-of-way line of Bennett Street N 58° 21' 24" W, a distance of 251.11 feet to the said Southeast right-of-way line of North Shoreline Boulevard and a point for corner, THENCE along said Southeast right-of-way line of North Shoreline Boulevard S 31° 38' 36" W, a distance of 300.00 feet to a 5/8" iron rod set in the Northeast right-of-way line of said Canal Avenue and a point for corner, THENCE along said Northeast right-of-way line of Canal Avenue S 58° 21' 24" E, a distance of 160.34 feet to a point in the said shoreline of Corpus Christi Bay, THENCE along the meanders of said shoreline of Corpus Christi Bay S 60° 52' 41" W, a distance of 34.38 feet to the centerline of said Canal Avenue to a point for corner, THENCE S 63° 03' 36" W, a distance of 35.14 feet to the Southwest right-of-way line of said Canal Avenue to a point for corner, THENCE along said southwest right-of-way line of Canal Avenue N 58° 21' 24" W, a distance of 192.02 feet to a point of intersection of said North Shoreline Boulevard centerline extended, for corner, THENCE along said centerline extended of North Shoreline Boulevard N 31° 23' 05" E, a distance of 30.0 to the Point of Beginning forming a tract embracing 5-6,064 square feet (1.29± acres) more or less. PARCEL NO. 2: (PROPERTY IN BLOCK "E") BEGINNING at a 5/8" iron rod set in the Southeast right-of-way line of North Shoreline Boulevard a one hundred (100') foot road at its point in intersection with the Southwest right-of-way line of Bennett Street a sixty (60') foot road, said point of intersection also being the Northernmost corner of Block E, Brooklyn Addition, as shown by map of record of said subdivision in Volume "A", page 34, Map Records of Nueces County, Texas; and said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,358,227.83, y = 782,063.87, THENCE along said Southwest right-of-way line of Bennett Street S 58° 21' 24" E at 220.47 feet pass a 5/8" iron rod set for a reference point, in all a distance of 250.27 feet to a point in the shoreline of Corpus Christi Bay at the 0.7' MSL contour line for corner, THENCE along the meanders of said shoreline of Corpus Christi Bay being the 0.7' MSL contour line to points as follows: Final 3/01/88 Attachment No. 2 2 of 3 S 41° 48' 10" W S 33° 07' 58" W S 34° 23' 29" W S 33° 19' 31" W S 75° 49' 47" W 50.80' 50.02' 50.06' 50.01' 42.49', to a point for corner, THENCE N 58° 21' 24" W a distance of 206.52 feet to a point for corner, said point also being on the said Southeast right-of-way line of North Shoreline Boulevard, THENCE along said Southeast right-of-way line of North Shoreline Boulevard N 31° 38' 36" E a distance of 230.47 feet to the Point of Beginning forming a tract embracing 54,850.00 square feet (1.26± acres) more or less. PARCEL NO. 3 (PROPERTY IN BLOCK "F") BEGINNING at a point in the Southeast right-of-way line of North Shoreline Boulevard a one hundred (100') foot road at its point of intersection with the Northeast right-of-way line of Bennett Street a sixty (60') foot road, said point of intersection also being the Westernmost corner of Block F, Corpus Beach Hotel Addition, as shown by map of record in Volume 1, page 51, Map Records of Nueces County, Texas (formally known as Block F, Brooklyn Addition, as shown by map or record of said subdivision in Volume "A", pages 30-32, Map Records of Nueces County, Texas); and said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,358,259.31, y = 782,114.95, THENCE N 31° 38' 36" E, a distance of 200.00 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 81.84 feet to a point for corner, THENCE S 430 48' 46" W, a distance of 2.24 feet to a point for corner, THENCE S 37° 21' 21" W, a distance of 46.64 feet to a point for corner, THENCE S 52° 46' 59" E, a distance of 17.15 feet to a point for corner, THENCE S 31° 40' 21" W, a distance of 56.72 feet to a point for corner, THENCE S 18° 55' 11" W, a distance of 91.38 feet to a point for corner, THENCE S 41° 40' 04" E, a distance of 13.51 feet to a point for corner, THENCE N 58° 21' 24" W, a distance of 126.83 feet to the Point of Beginning forming a tract embracing 19,030 square feet (0.44± acres) more or less. Final 3/01/88 Attachment No. 2 3 of 3 ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT B ATTACHMENT NO. 2 THAT IS TOO LARGE TO COPY EXHIBIT B DESCRIPTION OF NON-EXCLUSIVE EASEMENT GRANTED BY TEXAS STATE AQUARIUM ASSOCIATION TO THE CITY OF CORPUS CHRISTI (Being that property marked in orange on Exhibit "B" Attachment No. 1 drawing). BEGINNING at a point at the intersection of the centerline of a twenty (20') foot alley and the common boundary lot line extended of Lot 8 and Lot 10 in Block 3, Brooklyn Addition as shown by map of record of said subdivision in Volume "A", pages 30-32, Map Records of Nueces County, Texas; said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,357,971.05, y = 782,104.65, THENCE N 58° 21' 24" W, a distance of 179.41 feet to a point for corner, THENCE N 28° 19' 58" E, a distance of 100.17 feet to a point for corner, THENCE S 58° 21' 24 " E, a distance of 88.04 feet to apoint for corner, THENCE S 28° 21' 24" E, a distance of 148.49 feet to a point for corner, THENCE S 88" 21' 24" E, a distance of 109.65 feet to 6 -point for corner, THENCE N 31° 38' 36" E, a distance of 229.42 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 24.59 feet to a point for corner, THENCE S 31° 38' 36" W, a distance of 22.00 feet to a point for corner, and the beginning of a curve to the left having a central angle of 73° 05' 24", a radius of 55.0 feet, a tangent length of 40.76 feet and an ARC length of 70.16 feet to the end of said curve and a point for corner, THENCE S 31° 38' 36" W, a distance of 252.72 feet to a point for corner, THENCE N 28° 21' 24" W, a distance of 113.85 feet to a point for corner, THENCE N 88" 21' 24" W, a distance of 69.23 feet to a point for corner, THENCE N 67° 20' 27" W, a distance of 31.83 feet to the Point of Beginning forming a tract embracing 36,486 square feet (0.84± acres) more or less. Final 3/01/88 Attachment No. 3 ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT B ATTACHMENT NO. 3 THAT IS TOO LARGE TO COPY EXHIBIT B TEXAS STATE AQUARIUM EXCHANGE PARCEL (C-1) A tract of land out of Block E, Brooklyn Addition, a map of which is recorded in Volume A, Pages 30-32 of the Map Records of Nueces County, Texas and further described by metes and bounds as follows: BEGINNING at a 5/8" iron rod set in the Southeast right-of-way line of North Shoreline Boulevard at its point of intersection with the Northeast right-of-way line of a portion of Canal Avenue closed by City of Corpus Christi, Texas Ordinance No. 17139 for the Westernmost corner of said Block "E" and of this tract; said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,538,070.045, y = 781,808.48. THENCE along said Southeast right-of-way line of North Shoreline Boulevard N 31° 38' 36" E, a distance of 69.53 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 206.52 feet to a point for corner, THENCE S 75° 49' 47" W, a distance of 27.24 feet to a point for corner, THENCE S 42° 57' 12" W, a distance of 50.99 feet to a point for corner, THENCE N 58° 21' 24" W, a distance of 177.54 feet to the Point of Beginning forming a tract embracing 12,975 square feet (0.30± Acres) more or less. Final 3/01/88 Attachment No. 4 EXHIBIT C TEXAS STATE AQUARIUM EXCHANGE PARCEL (C-1) A tract of land out of Block E, Brooklyn Addition, a map of which is recorded in Volume A, Pages 30-32 of the Map Records of Nueces County, Texas and further described by metes and bounds as follows: BEGINNING at a 5/8" iron rod set in the Southeast right-of-way line of North Shoreline Boulevard at its point of intersection with the Northeast right-of-way line of a portion of Canal Avenue closed by City of Corpus Christi, Texas.Ordinance No. 17139 for the Westernmost corner of said Block "E" and of this tract; said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,538,070.045, y = 781,808.48. THENCE along said Southeast right-of-way line of: North Shoreline Boulevard N 31° 38' 36" E, a distance of 69.53 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 206.52 feet to a point for corner, THENCE S 75" 49' 47" W, a distance of 27.24 feet to a; point for corner, THENCE S 42° 57' 12" W, a distance of 50.99 feet to a point for corner, THENCE N 58° 21' 24" W, a distance of 177.54 feet to the Point of Beginning forming a tract embracing 12,975 square feet (0.30± Acres) more or less. CITY EXCHANGE PARCEL (C-2) BEGINNING at a point of intersection of the centerline extended of Surfside Boulevard a sixty (60') foot road, and the common boundary lot line extended of Lot 8 and of Lot 10, Block 3, Brooklyn Addition, as shown by map of record of said subdivision in Volume "A", pages 30-32, Map Records of Nueces County, Texas; said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,357,826.33 y = 782,193.84, THENCE N 58° 21' 24" W a distance of 9.41 feet to a point for corner, THENCE N 28° 19' 58" E a distance of 410.69 feet to a point for corner, and the beginning of a curve to the right, THENCE along said curve to the right having a central angle of 70° 16' 10", a radius of 50.0 feet, a tangent length of 35.19 feet and an ACR length of 61.32 feet to a point for corner, THENCE S 31° 38' 36" W a distance of 457.07 feet to the point of beginning forming a tract embracing 9,855 square feet (0.23± acres) more or less. Final 3/01/88 Attachment No. 1 ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT C ATTACHMENT NO. 1 THAT IS TOO LARGE TO COPY t t Lwyers Title jnsurance Orporation 90-00-248556 = z • wnerty OF TITLE INSURANCE Policy 90 - Texas Form T-1 Rev. 1985 Cover Sheet 035-0-090-4226'4 Owner ai yers Title Insurance @rporation POST OFFICE BOX 50159 DALLAS, TEXAS 75250 Policy 90 - Texas Form T-1 Rev. 1985 Cover Sheet 035-0-090-4226'4 Owner • 1 POLICY NUMBER ,NER POLICY: 3C UNTYTY TYPE POLICY AMOUNT 'REMIUM (ATE CODE 7 EFFECTIVE DATE c' SURVEY AMENDMENT d ADDITIC?JAL CHAINS 90-00-248556 CI 355 $1825000.00 $8,473.50 1200 1200/0500 $1,271.03 1 2 3 4 5 6 7 8 9 .Lawyers Title Insurance Corporation CASE NUMBER DATE OF POLICY AMOUNT OF INSURANCE GF##7457—WM Name of Insured: 4-10-86 $1,825,000.00 Schedule A CORPUS CHRISTI AQUARIUM ASSOCIATION THE POLICY NUMBER SHOWN ON THIS SCHEDULE MUST: AGREE WITH THE PREPRINTED NUMBER ON THE COVER OWNER POLICY OF TITLE INSURANCE POLICY NUMBER 90-00-248556 1. The estate or interest in the land insured by this policy is (fee simple, leasehold, easement, etc., -identify or describe) FEE SIMPLE 2. The land referred to in this policy is described as follows: see added page Countersigned at Corpus Christi, Texas Policy 90 — Texas Form T - 1 (Rev. 1983) 035-0-090-4220/5 Litho in U.S.A. THIS POLICY IS INVALID UNLESS THE COVER AND LAWYERS TITLE SERVICES, INC. Y9 V WANDA E. MILES RESIDENT "EC' u homed Countersignature Page 1 of Sched. A Owner Policy No. 90-00-24855( CIF117457-WM �, JLau vers Title Insurance Corporation Page: A-2 THE SURFACE ESTATE ONLY in and to Lots One (1), Two (2), Three (3), Four (5), Six (6), Seven (7), Eight (8), Nine (9), Ten (10), Eleven (11), and Block E, BROOKLYN ADDITION of the City of Corpus Christi, Nueces County, shown by the map or plat thereof, recorded at Volume A, Pages 30-32, Map Nueces County, Texas, and being described by metes and bounds as follows: A tract of land out of Block E, Brooklyn Addition, a map of which is recorded in Volume A, Page 32 of the Map Records of Nueces County, Texas and further described by metes and bounds as "follows: (4) , Five Twelve (12), Texas as Records, BEGINNING at a 5/8" iron rod set in the southeast right-of-way line of North Shorelin Boulevard at its point of intersection with the Northeast right-of-way line of a portion of Canal Avenue closed by City of Corpus Christi, Texas, Ordinance No. 17139 for the Westernmost corner of said Block "E" and of this tract; THENCE along said Southeast right-of-way line of North Shoreline Boulevard N 32 degrees 00' 00" E 300.00 feet to a 5/8" iron rod set for the Northernmost corner of this tract and of said Block•E and being at the point of intersection of said Southea right-of-way line of North Shoreline Boulevard and the Southwest right-of-way line of a portion of Bennett Street closed by City of Corpus Christi, Texas, Ordinance No. 16703; THENCE along said Southwest right-of-way line of Bennett Street S 58 degrees 00' 00" E at 220.47 feet pass a 5/8" iron rod set for a reference point, in all a distance of 250.27 feet to a point in the shoreline of Corpus Christi Bay at the 0.7' MSL contour line; .THENCE along meanders of said shoreline of Corpus Christi Bay being the 0.7' MSL contour line to points as follows: S 42 degrees 09' 34" W S 33 degrees 29' 22" W S 34 degrees 44' 53" W S 33 degrees 43' 06" W S 76 degrees 11' 11" W S 43 degrees 18' 36" W Southernmost corner of this tract right-of-way line of Canal Avenue; 50.80' 50.02' 50.06' 50.02' 69.73' and 50.99' to a point for the and said Block "E" and being in said Northeast THENCE along said Northeast right-of-way line of Canal Avenue N 58 degrees 00' 00" W at 20.00 feet pass a 5/8" iron rod set for reference point, in all a distance of 177.51 feet to the POINT OF BEGINNING. iau3yers Title Insura(e Corportion CASE NUMBER DATE OF POLICY GF#7457-WM 4-10-86 OWNS .'OLICY O TITLE INSURANC( THIS POLICY NUMBER SHOWN POLICY NUMBER ON THIS SCHEDULE MUST AGREE WITH THE PREPRINTED H 90-00-248556 NUMBER ON THE COVER SHEET Schedule B This policy is subject to the Conditions and Stipulations hereof, the terms and conditions of the leases or easements insured, if any, shown in Schedule A, and to the following matters which are additional exceptions from the coverage of this Policy: 1. The following' restrictive covenants of record itemized below (the Company must either insert specific recording data or state "None of record"): None of record. 2. Any dlase-TerFERIVeliuntlit.E.RifF shortages in area o:4ieaa3 9 dam#iaeraFFge:mtreac;*tis�eR�#s,wat:►FtneerrkarpplcaR3;7**Risfrstaksp• rrierFmLiu 3. Taxes for the year 19 86 and subsequent years, and subsequent assessments for prior years due to change in land usage or ownership. 4. The following lien(s) and all terms, provisions and conditions of the instrument(s) creating or evidencing said lien(s): Vendor's Lien retained in Deed dated April 9, 1986, from Wayne A. Johnson and Wayne A. Johnson, II to Corpus Christi Aquarium Association, securing payment of one certain promissory note of even date therewith in the principal sum of $2,600,000.00, bearing interest and payable as therein stipulated to the order of American National Bank - Corpus Christi, and being further secured by a Deed of Trust of even date therewith to Al Jones, Trustee. Said Deed and Deed of Trust were filed for record in the office of the County Clerk of Nueces County, Texas, under Clerk's File Nos. 485512 and 485513, respectively on April 10, 1986. Title to all oil, gas and minerals and other elements not constituting part of the Surface Estate in the above described property together with all rights, privileges and immunities relating thereto. Any changes in the boundary lines of the above property caused by erosion from the actions of the waters of Corpus Christi Bay. Oil and Gas Lease dated July 12, 1965 executed by Nueces County Navigation District No. 1 to Kelly Bell, recorded under Clerk's File No. 695933, and at Volume 222, Page 182, Oil and Gas Records, Nueces County, Texas and all instruments thereunder. Page 1 of Sched. B Policy 90 — Texas Form T - 1 (Rev. 1983: 035-0-090-4222/5 Litho in U.S.A. Lawyers Title Insurance Corporation 90-00-248557 f • wnercy OF TITLE INSURANCE - Lawyers Title Insurance (grporation POST OFFICE BOX 50159 DALLAS. TEXAS 75250 Policy 90 - Texas Form T-1 Rev. 1985 035-0-090-4226!4 Cover Sheet Owner POlicy•Form prescribed by State Board of Insurance of Texas _ 1 POLICY NUMBER 'N ER POLICY. 32 PROPER COUNTYTY TYPE 4 POLICY AMOUNT 'REMIUM ATE CODE 7 EFFECTIVE DATE 8 SURVEY AMENDMENT 9 ADDITIQ1AL CHAINS 1-90-00-248557 CI 1 ,z 3 355 $400,000.00 $2,061.00 1200/0500 6 I u3yers Title Insurance corporation CASE NUMBER DATE OF POLICY AMOUNT OF INSURANCE GF#7457-WM 4-10-86 $400,000.00 Schedule A Name of Insured: CORPUS CHRISTI AQUARIUM ASSOCIATION 4-10-86 309.15 8 9 OWNER POLICY OF TITLE INSURANCE THE POLICY NUMBER SHOWN POLICY NUMBER ON THIS SCHEDULE MUST,. AGREE WITH THE PREPRINTED' NUMBER ON THE COVER 90-00-248557 1. The estate or interest in the land insured by this policy is (fee simple, leasehold, easement, etc., -identify or describe) FEE SIMPLE 2. The land referred to in this policy is described as follows: Lots One Hundred Forty -Two (142), One Hundred Forty -Three (143), One Hundred Forty - Four (144) and One Hundred Forty -Five (145), all in Block F, CORPUS BEACH HOTEL ADDITION, a Subdivision of the City of Corpus Christi, Nueces County, Texas, as shown by the map or plat thereof, recorded in Volume 1, Page 51, Map Records, Nueces County, Texas. LAWYERS TITLE SERVICES, INC. Countersigned at Corpus Christi, Texas WANDA E. MILES, EXEC. VICE PRESIDE Authorized Countersignature Page 1 of Sched. A Policy 90 — Texas Form T - 1 (Rev. 1983) 035-0-090.4220/5 Litho in U.S.A. THIS POLICY IS INVALID UNLESS THE COVER AND Title Juyers Title Insura;e Corporticn CASE NUMBER DATE OF POLICY GF#7457-WM 4-10-86 C THIS POLICY NUMBER SHOWN ON THIS SCHEDULE MUST AGREE WITH THE PREPRINTED NUMBER ON THE COVER SHEET OWN POLICY ( TITLE INSURANC POLICY NUMBER 90-00-248557 Schedule B This policy is subject to the Conditions and Stipulations hereof, the terms and conditions of the leases or easements insured, if any, shown in Schedule A, and to the following matters which are additional exceptions from the coverage of this Policy: 1. The following restrictive covenants of record itemized below (the Company must either insert specific recording data or state "None of record"): None of record. 2. Any i;eivsj.-em1l;t,-1-,7qar shortages in area mag 4i141M g etyc 3. Taxes for the year 19 86 and subsequent years, and subsequent assessments for prior years due to change in land usage or ownership. 4. The following lien(s) and all terms, provisions and conditions of the instrument(s) creating or evidencing said lien(s): Deed of Trust dated April 9, 1986, from Corpus Christi Aquarium Association to Al Jones, Trustee, securing payment of one note of even date therewith in the principal sum of $2,600,000.00, bearing interest and payable as therein stipulated to the order of American National Bank - Corpus Christi, filed for record in the office of the County Clerk of Nueces County, Texas, under Clerk's File No. 485513. Title to all oil, gas and minerals and other elements not constituting part of the Surface Estate in the above described property together with all rights,privileges and immunities relating thereto. Any changes in the boundary lines of the above property caused by erosion from the actions of the waters of Corpus Christi Bay. Oil and Gas Lease dated July 12, 1965 executed by Nueces County Navigation District No. 1 to Kelly Bell, recorded under Clerk's File No. 695933, and at Volume 222, Page 182, Oil and Gas Records, Nueces County, Texas, and all instruments thereunder. Policy 90 — Texas Form T - 1 (Rev. 1983; 035-0.090-4222%5 Litho in U.S.A. (l...no, o..�..... e_ Page 1 of Sched. B ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT F THAT IS TOO LARGE TO COPY D PURCHASE AGREEMENT Parties The parties to this Purchase Agreement (herein called this "Agreement") are the Texas State Aquarium Association, a Texas nonprofit corporation (herein called the "Association"), and the City of Corpus Christi, Texas, a Texas home rule city (herein called the "City"). Definitions For purposes of this Agreement, the following terms shall have the indicated meanings: a. The term "Aquarium" shall mean the public aquarium which the Association plans to construct in Corpus Christi, Texas, and operate on a nonprofit basis for multiple public purposes. b. The term "Aquarium Lease" shall mean the agreement between the City and the Association entitled "Aquarium Lease" which pertains to the development and operation of the Aquarium by the Association and the lease of the Aquarium by the City to the Association. c. The term "Aquarium Parcel One" shall mean the real property in Nueces County, Texas, which was acquired by the Association from third parties and which is described on the attached Exhibit I, which Exhibit I is incorporated herein by reference for all purposes. d. The term "Aquarium Parcel Two" shall mean the real property in Nueces County, Texas, which was or will be acquired by the Association after the closing of certain public streets and which is described on the attached Exhibit II, which Exhibit II is incorporated herein by reference for all purposes. e. The term "Association Exchange Tract" shall mean the real property in Nueces County, Texas, acquired by the Association from third parties and which is described on the attached Exhibit III, which Exhibit III is incorporated herein by reference for all purposes. f. The term "City Exchange Tract" shall mean the real property in Nueces County, Texas, which will be acquired by the City after the closing of certain public streets and which is described on the attached Exhibit IV, which C24 Mia iT G Exhibit IV is incorporated herein by reference for all pur- poses. g. The term "Easement Tract" shall mean the real property in Nueces County, Texas, described on the attached Exhibit V, which Exhibit V is incorporated herein by refer- ence for all purposes. h. The term "Easement" shall mean a perpetual, non- exclusive easement for a pedestrian walkway upon and across the Easement Tract, which easement shall be appurtenant to and shall run with Aquarium Parcel One and Aquarium Parcel Two, and which is more fully described hereinbelow. i. The term "Architect" shall mean the architectural firm of Phelps Garza Bomberger or its successor. J. Lawyers The term "Title Insurance Company" shall mean Title Insurance Corporation or its successor. k. The term Services, Inc., in 1. The term of Corpus Christi, successor. "Title Agency" shall mean Lawyers Title Corpus Christi, Texas, or its successor. "Escrow Agent" shall mean First City Bank a State Banking Association, or its m. The term "Plans" shall mean the plans and specifi- cations approved by the City Manager under Paragraph 1(d) of the Aquarium Lease as modified, if applicable, in accordance with the provisions of this Agreement. n. The term "Property" shall mean collectively (i) Aquarium Parcel One, (ii) Aquarium Parcel Two, (iii) the buildings and improvements to be constructed on Aquarium Parcel One and Aquarium Parcel Two pursuant to the Plans, and (iv) the Easement. o. The terms "Interim Construction Loan" and "City Purchase Account" shall have the same meaning herein as in the Aquarium Lease. p. The term "Interim Construction Lender" shall mean the provider or providers of the Interim Construction Loan. q. The term "Permitted Exceptions" shall mean the matters set forth on the attached Exhibit Vi, which Exhibit VI is incorporated herein by reference for all purposes. Premises - Upon completion of the Aquarium as herein provided, the Association has agreed to sell and the City has agreed to pur- chase the Property. In addition, upon completion of the Aquarium or at such time thereafter as the City acquires fee simple title to the City Exchange Tract, the City and the Association have agreed to exchange the City Exchange Tract and the Association Exchange Tract. Agreement In consideration of the premises, the covenants contained in the Aquarium Lease, and other good and valuable consideration exchanged between the City and the Association, the receipt and sufficiency of which are hereby acknowledged, the City and the Association agree as follows: 1. Purchase and Sale. The Association, for the considera- tion and upon the terms herein provided, agrees to sell and convey to the City, and the City agrees to purchase from the Association, the Property (said sale and purchase is sometimes referred to herein as the "Purchase"). 2. Exchange. Upon the terms herein provided, the Association agrees to convey the Association Exchange Tract to the City in exchange for the City's conveyance to the Association of the City Exchange Tract (said exchange between the Association and the City is sometimes referred to herein as the "Exchange"). 3. Sales Price. The total sales price to be paid by the City to the Association on the Date of Closing is an amount equal to $10,000,000.00 plus the Adjustment Amount (the term "Adjustment Amount" is defined below). The total purchase price shall be paid to the Association in cash or by cashier's check or certified check as hereinafter provided. Simultaneous with the execution of this Agreement, the City shall deposit in the City Purchase Account with the Escrow Agent the sum of $10,000,000.00. The Escrow Agent shall hold the $10,000,000.00 pursuant to the terms of the Escrow Agreement between the City and the Escrow Agent pertaining to said $10,000,000.00 (hereinafter called the "Escrow Agreement"). The term "Adjustment Amount" shall mean an amount of money equal to the monies actually paid by the Association as interest on the Interim Construction Loan, not to exceed the total amount of money earned on the $10,000,000.00 while held by the Escrow Agent pursuant to the Escrow Agreement. 4. Title Policy. Upon closing of the Purchase, the Association shall cause to be delivered to the City an Owner -3- Policy of Title Insurance issued by the Title Insurance Company through the Title Agency in the form prescribed by the State Board of Insurance of the State of Texas, dated as of the Date of Closing or later, issued to the City in the amount of the total purchase price paid by the City to the Association for the Property, guaranteeing the City's title to the Property to be good and indefeasible subject only to the Permitted Exceptions and the usual and customary title exceptions printed and other- wise contained in a standard Owner Policy of Title Insurance. The Owner Policy of Title Insurance described in this paragraph is hereinafter sometimes called the "Purchase Title Policy." Notwithstanding anything herein to the contrary, if on the Date of Closing (i) all of the portions of the public streets and alleys which comprise part of the Easement Tract have not been closed, and (ii) the Association has not acquired title to said portions of said public streets, then the Purchase Title Policy shall only describe and insure the Easement insofar as it pertains to that portion of the Easement Tract not consisting of said public streets or alleys. Upon closing of the Exchange, the Association shall cause to be delivered to the City an Owner Policy of Title Insurance issued by the Title Insurance Company through the Title Agency in the form prescribed by the State Board of Insurance of the State of Texas, dated as of the Date of Closing or later, issued to the City in an amount not Less than $89,000.00, guaranteeing the City's title to the Association Exchange Tract to be good and indefeasible subject only to the Permitted Exceptions and the usual and customary title exceptions printed and otherwise contained in a standard Owner Policy of Title Insurance. The Owner Policy of Title Insurance described in this paragraph is hereinafter sometimes called the "Exchange Title Policy." The Association shall pay twenty percent (20%) and the City shall pay eighty percent (80%) of the premiums for the Purchase Title Policy and the Exchange Title Policy. The premiums for the Purchase Title Policy and the Exchange Title Policy shall be deemed to include any premium paid by the Association for any other title insurance policy which the Title Agency allows as a credit for the payment of the premium for either the Purchase Title Policy or the Exchange Title Policy, or which the Title Agency is permitted to take into account for purposes of dis- counting the premium to be paid for either the Purchase Title Policy or the Exchange Title Policy. 5. Deeds. On the Date of Closing, the Association shall execute a Deed conveying the Property to the City. The form of such Deed is attached hereto as Exhibit VII, which Exhibit VII is incorporated herein by reference for all purposes. On or after the Date of Closing as hereinafter provided, (i) the Association shall execute and deliver a_ Deed conveying -4- the Association Exchange Tract to the City, and (ii) the City shall execute and deliver a Deed conveying the City Exchange Tract to the Association. Such Deeds shall be in the form attached hereto as Exhibit VIII, which Exhibit VIII is incor- porated herein by reference for all purposes. 6. Purchase Closing. The closing of the Purchase (herein sometimes called the "Purchase Closing") shall be on a mutually acceptable date and time within thirty (30) days after the Association gives written notice to the Escrow Agent and the City that construction of the Aquarium in accordance with the Plans is substantially complete (herein called the "Date of Closing"). At the Purchase Closing, the following shall occur: a. The Escrow Agent shall be furnished with (i) a Certificate of Substantial Completion from the Architect which certifies the substantial completion of the Aquarium in accordance with the Plans; (ii) a Commitment For Title Insurance issued to the City by the Title Insurance Company through the Title Agency, dated within ninety (90) days of the Date of Closing, evidencing the commitment of the Title Insurance Company to issue to the City the Purchase Title Policy; (iii) a copy of the executed Deed described herein conveying the Property from the Association to the City certified by the Title Agency as being a true and correct copy of the original, executed copy held by the Title Agency; (iv) a copy of a letter from the Interim Construction Lender to the Title Agency stating the total amount of money paid or to be paid by the Association through the Date of Closing as interest on the Interim Construction Loan; (v) a letter from the Title Agency to the Escrow Agent stating that the Title Agency has made arrange- ments to satisfy all conditions precedent to the issuance of the Purchase Title Policy upon the Title Agency's receipt of the total purchase price and the other sum described below in subparagraph b; (vi) a Settlement Statement which sets forth the total purchase price, the description and amount of any expenses to be paid by the City, the description and amount of any credits against the total purchase price permitted under this Agreement, and a schedule of the disbursements to be made by the Title Agency of the total amount to be paid by the City; (vii) a letter addressed to the Title Agency for execution by the Escrow Agent on behalf of the City stating that the form of the above Commitment For Title Insurance is acceptable to the City; and (viii) tax certificates from all taxing authorities evidencing that there are no delinquent taxes and assess- ments pertaining to the Property. The City shall be furnished with copies of the items described in this -5- subparagraph at the same time they are furnished to the Escrow Agent. b. Upon Escrow Agent's receipt of the items described in subparagraph a above, Escrow Agent shall (i) execute on behalf of the City the Settlement Statement; (ii) execute on behalf of the City the letter addressed to the Title Agency pertaining to the Commitment For Title Insurance; and (iii) deliver to the Title Agency the executed Settlement Statement, the executed letter, the total purchase price, and an amount equal to the total of the City's expenses shown on the Settlement Statement net of any allowable credits. c. Upon the Title Agency's receipt of the executed Settlement Statement, the executed letter, the total purchase price and the amount of the City's net expenses, the Title Agency shall (i) file the original copy of the Deed conveying the Property to the City with the Nueces County Clerk for recording in the Deed Records of Nueces County, Texas; (ii) disburse the total amount received from the Escrow Agent pursuant to the Settlement Statement; and (iii) issue the Purchase Title Policy and deliver it to the City. 7. Exchange Closing. The closing of the Exchange (herein sometimes called the "Exchange Closing") shall be on the Date of Closing or as soon thereafter as the City acquires fee simple title to the City Exchange Tract. The Exchange Closing shall be held in the office of the Title Agency or such other location as may be mutually acceptable to the Association and the City. At the Exchange Closing, the following shall occur: a. The Association shall execute and deliver to the City the Deed conveying the Association Exchange Tract. b. The City shall execute and deliver to the Association the Deed conveying the City Exchange Tract. c. The Association and the City shall execute and deliver to the Title Agency any and all documents the Title Agency may reasonably require to close the Exchange and cause the Exchange Title Policy to be issued to the City. The Association and the City shall each pay to the Title Agency their share of expenses associated with the Exchange and the Exchange Closing as herein provided. 8. Escrow Agreement. The City shall cause the Escrow Agreement to specifically provide for, authorize and direct the Escrow Agent's performance of the Escrow Agent's tasks described above in Paragraph 6 and elsewhere in this Agreement. -6- 9. Construction of Aquarium. The Association shall cause the Aquarium to be constructed in accordance with the Plans. The Plans may be modified from time to time by the Association provided such modifications do not materially alter the design concepts evidenced by the Plans as originally approved by the City. Any modifications to the Plans which materially alter such design concepts must be approved by the City Manager. 10. Authority of City Manager. By its execution Agreement, the City authorizes its City Manager to act behalf and to take such action and do all things which necessary to perform the City's obligations under this and to implement the provisions hereof. of this in its may be Agreement 11. Default. If the Purchase and the Exchange are not closed by reason of default of the Association for any reason, except title defects, the City's default or other conditions permitting the Association's nonperformance as herein provided, then the City may seek such relief as may be provided at law or in equity. Notwithstanding anything in this Agreement to the contrary, the Association shall have no obligation to incur any expense or take any action to cure or remove any title exception or defect to which the City may object under this Agreement. If the Association fails to cure or remove any such title exception or defect prior to the applicable closing, then the City, as the City's sole and exclusive remedy, may either cancel this Agreement, thereby relieving both the City and the Association from any further rights, obligations or privileges under this Agreement, or waive such objection and accept the deed and title policy to the property to which such objection applies subject to such title exception or defect. In no event shall the Association be liable for damages, specific performance or other legal or equitable action if any such title exception or defect is not cured or removed by the Association prior to the appli- cable closing, or if the Association is unable to deliver to the City any title insurance policy provided for herein. If the Purchase and the Exchange are not closed by reason of default of the City for any reason, except the Association's default or other conditions permitting the City's nonperformance as herein provided, then the Association may seek such relief as may be provided at law or in equity. 12. Representations of the Association. The City acknowl- edges and agrees that the Property and the Association Exchange Tract are to be sold, conveyed and delivered by the Association to the City at closing, and accepted by the City "AS IS", in its then current condition and appearance, and without any warranties by the Association, express or implied, with respect to appear- ance, condition, defects, habitability, fitness for any specific purpose, the availability of utilities and access, or zoning. •The City agrees that the City is not relying and shall not rely on any statement, covenant, representation or warranty pertaining to any of the matters described in this paragraph which is not expressly set forth in this Agreement. 13. Proration and Costs. The Deeds described in this Agreement shall be prepared by the Association and recorded at its expense. The City and the Association shall each pay one-half (1/2) of the cost of any Title Agency escrow fees. The costs of the Purchase Title Policy and the Exchange Title Policy shall be paid by each party as provided above. Ad valorem taxes for the tax year in which closing occurs shall be prorated to the date of each closing between the Association and the City. If the amount of ad valorem taxes for the year in which each closing occurs is not known as of the date of closing, then such taxes shall be estimated based on the amount of taxes for the immediate preceding year, and such proration of taxes shall not be sub- sequently adjusted. 14. Notices. Any notice, demand or other communication required or permitted to be given to either party hereunder shall be in writing and shall be deemed to have been delivered when actually received or, regardless of whether or not received, on the third business day after having been deposited in the United States mail, registered or certified mail, return receipt requested, postage prepaid, addressed to the respective party at the address indicated below, or to such other address as may hereafter be indicated by written notice delivered in accordance with the terms hereof to the other party: If to the City: City Manager City Hall P. 0. Box 9277 Corpus Christi, TX 78469 If to the Association: Texas State Aquarium Association P. 0. Box 331307 Corpus Christi, TX 78404 15. Miscellaneous. This Agreement is intended to be separate and distinct from the Aquarium Lease. To the extent of any conflict between the provisions of the Aquarium Lease and this Agreement which address the same subject matter, the terms of this Agreement shall control. This Agreement shall be binding upon the Association and the City and their respective successors and assigns. Time is of the essence under this Agreement for all purposes. It is agreed (a) this Agreement shall not be modified, changed, discharged or voluntarily terminated except by an instrument in writing signed by the party or parties against whom enforcement of any such modification, change, addition or deter- mination is sought; (b) this Agreement shall be construed in accord with the laws of the State of Texas; and (c) this Agree- ment may be executed in any number of counterparts, each of which shall constitute one and the same contract. DATED this day of , 198 . TEXAS STATE AQUARIUM ASSOCIATION By: Print Name: Print Title: ATTEST: CITY OF CORPUS CHRISTI, TEXAS By: Print Name: Print Name: APPROVED: City Secretary City Manager day of , 198 HAL GEORGE, CITY ATTORNEY By: Print Name: Print Title: THE STATE OF TEXAS § COUNTY OF NUECES § Before me, the undersigned authority, on this day personally appeared , President of the Texas State Aquarium Association, a Texas nonprofit corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of said corporation, for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of , 198 . THE STATE OF TEXAS § COUNTY OF NUECES § Notary Public, State of Texas Print Name: My Commission Expires: Before me, the undersigned authority, on this day personally appeared , City Manager of the City of Corpus Christi, Texas, a municipal corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of said City of Corpus Christi, Texas, for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of , 198 Notary Public, State of Texas Print Name: My Commission Expires: EXHIBIT I TO THE PURCHASE AGREEMENT BETWEEN THE TEXAS STATE AQUARIUM ASSOCIATION, A TEXAS NONPROFIT CORPORATION, AND THE CITY OF CORPUS CHRISTI, A TEXAS HOME RULE CITY Aquarium Parcel One: Tract 1: BEGINNING at a 5/8" iron rod set in the Southeast right-of-way line of North Shoreline Boulevard a one hundred (100') foot road at its point in intersection with the Southwest right-of-way line of Bennett Street a sixty (60') foot road, said point of intersection also being the Northernmost corner of Block E, Brooklyn Addition, as shown by map of record of said subdivision in Volume "A", page 34, Map Records of Nueces County, Texas; and said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,358,227.83, y = 782,063.87, THENCE along said Southwest right-of-way line of Bennett Street S 58° 21' 24" E at 220.47 feet pass a 5/8" iron rod set for a reference point, in all a distance of 250.27 feet to a point in the shoreline of Corpus Christi Bay at the 0.7' MSL contour line for corner, THENCE along the meanders of said shoreline of Corpus Christi Bay being the 0.7' MSL contour line to points as follows: S 41° 48' 10" W S 33° 07' 58" W S 34° 23' 29" W S 33° 19' 31" W S 75° 49' 47" W 50.80' 50.02' 50.06' 50.01' 42.49', to a point for corner, THENCE N 58° 21' 24" W a distance of 206.52 feet to a point for corner, said point also being on the said Southeast right-of-way line of North Shoreline Boulevard, THENCE along said Southeast right-of-way line of North Shoreline Boulevard N 31' 38' 36" E a distance of 230.47 feet to the Point of Beginning forming a tract embracing 54,850.00 square feet (1.264 acres) more or less. Tract 2: Lots 142, 143, 144, and 145, Block F, Corpus Beach Hotel Addition, a subdivision of the City of Corpus Christi, Nueces County, Texas, as shown by the map or plat thereof recorded in Volume 1, Page 51, Map Records of Nueces County, Texas; 27.14 EXHIBIT II TO THE PURCHASE AGREEMENT BETWEEN THE TEXAS STATE AQUARIUM ASSOCIATION, A TEXAS NONPROFIT CORPORATION, AND THE CITY OF CORPUS CHRISTI, A TEXAS HOME RULE CITY Aquarium Parcel Two: BEGINNING at a point at the intersection of the centerlines extended of North Shoreline Boulevard a one hundred (100') foot road and Canal Avenue (9th Street) a sixty (60') foot road as shown by map of record of Brooklyn Addition in Volume "A", pages 30-32, Map Records of Nueces County, Texas; and said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,538,012.14, y = 781,809.17, THENCE along said centerline extended of North Shoreline Boulevard N 31° 38' 36" E, a distance of 465.38 feet to a point for corner, THENCE in a Northwesterly direction along a curve to right having a central angle of 73° 05' 24", a radius of 55.0 feet, a tangent of 40.76 feet, and an ARC length of 70.16 feet to the end of said curve and a point for corner, THENCE N 31° 38' 36" distance of 22.00 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 39.0 feet to the said centerline extended of North Shoreline Boulevard and point for corner, THENCE along said centerline N 31° 38' 36" E, a distance of 50.0 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 50.0 feet to the Southeast right-of-way line of said North Shoreline Boulevard and a point for corner, THENCE along the said Southeast right-of-way line of North Shoreline Boulevard S 31° 38' 36" W, a distance of 200.00 feet to the Northeast right-of-way line of Bennett Street (10th Street) as shown on said Brooklyn Addition, for a point for corner, THENCE along the said Northeast right-of-way line of Bennett Street S 58° 21' 24" E, a distance of 126.83 feet to a point in the shoreline of Corpus Christi Bay at the 1.0 foot (February 17, 1986 N.G.V.D.) to a point for corner, THENCE along the meanders of said shoreline of Corpus Christi Bay as follows: S 42° 50' 59" E 34.42', S 44° 25' 14" E 93.87', S 28° 22' 56" W 14.98', and S 35° 17' 01" W, a distance of 13.26 feet to the Southwest right-of-way line of said Bennett Street and a point for corner, 27.14 THENCE along said Southwest right-of-way line of Bennett Street N 58° 21' 24" W, a distance of 251.11 feet to the said Southeast right-of-way line of North Shoreline Boulevard and a point for corner, THENCE along said Southeast right-of-way line of North Shoreline Boulevard S 31° 38' 36" W, a distance of 300.00 feet to a 5/8" iron rod set in the Northeast right-of-way line of said Canal Avenue and a point for corner, THENCE along said Northeast right-of-way line of Canal Avenue S 58° 21' 24" E, a distance of 160.34 feet to a point in the said shoreline of Corpus Christi Bay, THENCE along the meanders of said shoreline of Corpus Christi Bay S 60° 52' 41" W, a distance of 34.38 feet to the centerline of said Canal Avenue to a point for corner, THENCE S 63° 03' 36" W, a distance of 35.14 feet to the Southwest right-of-way line of said Canal Avenue to a point for corner, THENCE along said southwest right-of-way line of Canal Avenue N 58° 21' 24" W, a distance -of 192.02 feet to a point of intersection of said North Shoreline Boulevard centerline extended, for corner, THENCE along said -centerline extended of North Shoreline Boulevard N 31" 23' 05" E, a distance of 30.0 to the Point of Beginning forming a tract embracing 56,064 square feet (1.29± acres) more or less. EXHIBIT II Page 2 of 2 EXHIBIT III TO THE PURCHASE AGREEMENT BETWEEN THE TEXAS STATE AQUARIUM ASSOCIATION, A TEXAS NONPROFIT CORPORATION, AND THE CITY OF CORPUS CHRISTI, A TEXAS HOME RULE CITY Aquarium Exchange Tract: BEGINNING at a 5/8" iron rod set in the Southeast right-of-way line of North Shoreline Boulevard at its point of intersection with the Northeast right-of-way line of a portion of Canal Avenue closed by City of Corpus Christi, Texas Ordinance No. 17139 for the Westernmost corner of said Block "E" and of this tract; said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,538,345.045, y = 781,639.205, THENCE along said Southeast right-of-way line of North Shoreline Boulevard N 31" 38' 36" W, a distance of 69.48 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 207.58 feet to a point for corner, THENCE S 76° 49' 47" W, a distance of 44.19 feet to a point for corner, THENCE S 42° 57' 12" W, a distance of 50.99 feet to a point for corner, THENCE N 58° 21' 24" W, a distance of 177.54 feet to the Point of Beginning forming a tract embracing 12,975 square feet (0.30± Acres) more or less. 27.14 EXHIBIT IV TO THE PURCHASE AGREEMENT BETWEEN THE TEXAS STATE AQUARIUM ASSOCIATION, A TEXAS NONPROFIT CORPORATION, AND THE CITY OF CORPUS CHRISTI, A TEXAS HOME RULE CITY City Exchange Tract: BEGINNING at a point of intersection of the centerline extended of Surfside Boulevard a sixty (60') foot road, and the common boundary lot line extended of Lot 8 and of Lot 10, Block 3, Brooklyn Addition, as shown by map of record of said subdivision in Volume "A", pages 30-32, Map Records of Nueces County, Texas; said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,358,101.086, y = 782,024.489, THENCE N 58° 21' 24" W a distance of 9.41 feet to a point for corner, THENCE N 28° 19' 58" E a distance of 410.69 feet to a point for corner, and the beginning of a curve to the right, THENCE along said curve to the right having a central angle of 70° 16' 10", a radius of 50.0 feet, a tangent length of 35.19 feet and an ACR length of 61.32 feet to a point for corner, THENCE S 31° 38' 36" W a distance of 457.07 feet to the point of beginning forming a tract embracing 9,855 square feet (0.23± acres) more or less. 27.14 EXHIBIT V TO THE PURCHASE AGREEMENT BETWEEN THE TEXAS STATE AQUARIUM ASSOCIATION, A TEXAS NONPROFIT CORPORATION, AND THE CITY OF CORPUS CHRISTI, A TEXAS HOME RULE CITY Easement Tract: BEGINNING at a point at the intersection of the centerline of a twenty (20') foot alley and the common boundary lot line extended of Lot 8 and Lot 10 in Block 3, Brooklyn Addition as shown by map of record of said subdivision in Volume "A", pages 30-32, Map Records of Nueces County, Texas; said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,358,245.812, y = 781,935.302, THENCE N 58° 21' 24" W, a distance of 179.41 feet to a point for corner, THENCE N 28° 19' 58" E, a distance of 100.17 feet to a point for corner, THENCE S 58° 21' 24 " E, a distance of 88.04 feet to a point for corner, THENCE S 28° 21' 24" E, a distance of 148.49 feet to a point for corner, THENCE S 88° 21' 24" E, a distance of 109.65 feet to a point for corner, THENCE N 31° 38' 36" E, a distance of 229.42 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 24.59 feet to a point for corner, THENCE S 31' 38' 36" W, a distance of 22.00 feet to a point for corner, and the beginning of a curve to the left having a central angle of 73° 05' 24", a radius of 55.0 feet, a tangent length of 40.76 feet and an ARC length of 70.16 feet to the end of said curve and a point for corner, THENCE S 31° 38' 36" W, a distance of 252.72 feet to a point for corner, THENCE N 28° 21' 24" W, a distance of 113.85 feet to a point for corner, THENCE N 88° 21' 24" W, a distance of 69.23 feet to a point for corner, THENCE N 62° 20' 27" W, a distance of 31.83 feet to the Point of Beginning forming a tract embracing 36,486 square feet (0.84± acres) more or less. EXHIBIT VI TO THE PURCHASE AGREEMENT BETWEEN THE TEXAS STATE AQUARIUM ASSOCIATION, A TEXAS NONPROFIT CORPORATION, AND THE CITY OF CORPUS CHRISTI, A TEXAS HOME RULE CITY Permitted Exceptions: 1. Any and all existing leases covering oil, gas or other minerals and all outstanding royalty and mineral interests in and to the oil, gas and other minerals situated in, on or under the real property herein described. All assignments of said leases and said royalty and mineral interests. 2. Any changes in the boundary lines of the real property herein described caused by erosion from the actions of the waters of Corpus Christi Bay. 3. Rights of parties in possession, if any, and any visible and apparent easements or rights-of-way upon or affecting the real property herein described. 4. All matters shown on any map or plat of all or any portion of the real property herein described filed of record in the office of the Nueces County Clerk. 5. Any public streets upon or across the real property herein described. 6. Notice to purchasers that no flood disaster assistance will be provided by the U.S. Small Business Administration as long as the property described in said Notice remains flood prone, executed by Ruby B. Rowden on April 12, 1982, recorded in Volume 1819, Page 668, Deed Records of Nueces County, Texas. 27.14 EXHIBIT VII TO THE PURCHASE AGREEMENT BETWEEN TEXAS STATE AQUARIUM ASSOCIATION, A TEXAS NONPROFIT CORPORATION, AND THE CITY OF CORPUS CHRISTI, A TEXAS HOME RULE CITY THE STATE OF TEXAS § COUNTY OF NUECES § DEED KNOW ALL MEN BY THESE PRESENTS: THAT Texas State Aquarium Association, a Texas nonprofit corporation ("Grantor"), for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration paid to Grantor by the City of Corpus Christi, a Texas home rule city ("Grantee"), the receipt and sufficiency of which are hereby acknowledged, has GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND CONVEY, subject to the matters herein set forth, unto Grantee, the following: (i) The property in Nueces County, Texas described on the attached Exhibit A, which Exhibit A is incorporated herein by reference for descriptive purposes (herein called "Parcel One"); (ii) All of Grantor's rights, titles and interests in and to the property in Nueces County, Texas described on the attached Exhibit B, which Exhibit B is incorporated herein by reference for descriptive purposes (herein called "Parcel Two"); and (iii) All of Grantor's rights, titles and interests in and to a perpetual, non-exclusive easement for a pedestrian walkway (herein called the "Easement") upon and across the property in Nueces County, Texas described on the attached Exhibit C, which Exhibit C is incorporated herein for descriptive purposes (herein called the "Easement Tract"); TO HAVE AND TO HOLD Parcel One and all of Grantor's rights, titles and interests in and to the Easement and Parcel Two, subject to the matters herein set forth, together with all and singular the rights and appurtenances thereto in anywise 27.54 belonging, unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors to (i) WARRANT AND FOREVER DEFEND all and singular Parcel One, subject to the matters herein set forth, unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof; and (ii) WARRANT AND FOREVER DEFEND all and singular all of Grantor's rights, titles and interests in and to Parcel Two and the Easement, subject to the matters herein set forth, unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise. The Easement is for a pedestrian walkway for ingress and egress to and from Parcel One and Parcel Two and shall be appurtenant to and shall run with Parcel One and Parcel Two. Grantee and its successors and assigns shall not construct or alter any improvements on the Easement Tract without the written consent of Grantor or its successors and assigns as owners of the Easement Tract. Grantor reserves unto Grantor and its successors and assigns the right to alter or construct improvements on the Easement Tract provided any such alteration or construction does not prevent use of the Easement as a pedestrian walkway for ingress and egress to and from Parcel One and Parcel Two. This conveyance, Parcel One, Parcel Two, the Easement, the Easement Tract and all of Grantor's warranties are subject to the matters set forth on the attached Exhibit D, which Exhibit D is incorporated herein by reference for all purposes. DATED: Grantee's Address: P. O. Box 9277 Corpus Christi, Texas 78469 , 1988. TEXAS STATE AQUARIUM ASSOCIATION By: Print Name: Print Title: THE STATE OF TEXAS COUNTY OF NUECES § This instrument was acknowledged before me on 19 , by the Texas State Aquarium Association, a Texas nonprofit corporation, on behalf of said corporation. Notary Public, State of Texas Print Name: My Commission Expires: UPON DELIVERY OF THIS DEED THE EXHIBITS DESCRIBED HEREIN SHALL BE ATTACHED CONTAINING THE FOLLOWING ITEMS DESCRIBED IN THIS AGREEMENT: EXHIBIT A SHALL CONTAIN THE DESCRIPTION OF AQUARIUM PARCEL ONE, EXHIBIT B SHALL CONTAIN THE DESCRIPTION OF AQUARIUM PARCEL TWO, EXHIBIT C SHALL CONTAIN THE DESCRIPTION OF THE EASEMENT TRACT AND EXHIBIT D SHALL CONTAIN A DESCRIPTION OF THE PERMITTED EXCEPTIONS. EXHIBIT VIII TO THE PURCHASE AGREEMENT BETWEEN TEXAS STATE AQUARIUM ASSOCIATION, A TEXAS NONPROFIT CORPORATION, AND THE CITY OF CORPUS CHRISTI, A TEXAS HOME RULE CITY THE STATE OF TEXAS § COUNTY OF NUECES § DEED KNOW ALL MEN BY THESE PRESENTS: THAT the City of Corpus Christi, a Texas home rule city ("Grantor"), for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration paid to Grantor by Texas State Aquarium Association, a Texas nonprofit corporation ("Grantee"), the receipt and sufficiency of which are hereby acknowledged, has GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND CONVEY unto Grantee, all of Grantor's rights, titles and interests in and to the property located in Nueces County, Texas, described on the attached Exhibit A, which Exhibit A is incorporated herein by reference for descriptive purposes (the "Property"): TO HAVE AND TO HOLD all of Grantor's rights, titles and interests in and to the Property, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors to WARRANT AND FOREVER DEFEND all and singular all of Grantor's rights, titles and interests in and to the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. DATED: , 19 . CITY OF CORPUS CHRISTI, ATTEST: A Texas Home Rule City By: Print Name: Print Name: City Secretary City Manager 27 .54 Grantee's Address: Texas State Aquarium Association P. O. Box 31207 Corpus Christi, Texas 78404 THE STATE OF TEXAS COUNTY OF NUECES § BEFORE ME, the undersigned authority, on this day personally appeared , City Manager of the City of Corpus Christi, a municipal corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of said City of Corpus Christi for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of , 19 Notary Public, State of Texas UPON DELIVERY OF THIS DEED EXHIBIT A SHALL BE ATTACHED CONTAINING THE DESCRPTION OF THE CITY EXCHANGE TRACT AS DEFINED IN THIS TITLE AGREEMENT. EXHIBIT VIII (CONTINUED) THE STATE OF TEXAS § § COUNTY OF NUECES § DEED KNOW ALL MEN BY THESE PRESENTS: THAT Texas State Aquarium Association, a Texas nonprofit corporation ("Grantor"), for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration paid to Grantor by the City of Corpus Christi, a Texas home rule city ("Grantee"), the receipt and sufficiency of which are hereby acknowledged, has GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND CONVEY, subject to the matters herein set forth, unto Grantee, all of the property located in Nueces County, Texas, described on the attached Exhibit A, which Exhibit A is incorporated herein by reference for descriptive purposes (herein called the "Property"); TO HAVE AND TO HOLD the Property, subject to the matters herein set forth, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors to WARRANT AND FOREVER DEFEND all and singular the Property, subject to the matters herein set forth, unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. Grantor waives any and all implied liens which Grantor may now or hereafter have against the Property as a result of or in any way pertaining to any exchange of real property between Grantor and Grantee. This conveyance, the Property and all of Grantor's warranties are subject to the matters set forth on the attached Exhibit B, which Exhibit B is incorporated herein by reference for all purposes. DATED: , 1988. TEXAS STATE AQUARIUM ASSOCIATION By: Print Name: Print Title: 27.54 Grantee's Address: P. O. Box 9277 Corpus Christi, Texas 78469 THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 19 , by of the Texas State Aquarium Association, a Texas nonprofit corporation, on behalf of said corporation. Notary Public, State of Texas Print Name: My Commission Expires: UPON DELIVERY OF THIS DEED THE EXHIBITS DESCRIBED HEREIN SHALL BE ATTACHED CONTAINING THE FOLLOWING ITEMS DESCRIBED IN THIS AGREEMENT: EXHIBIT A SHALL CONTAIN THE DESCRIPTION OF AQUARIUM EXCHANGE TRACT AND EXHIBIT B SHALL CONTAIN A DESCRIPTION OF THE PERMITTED EXCEPTIONS. ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT H THAT IS TOO LARGE TO COPY 114 THE STATE OF TEXAS COUNTY OF NUECES } } AQUARIUM LEASE REVISED 2/10/88 WHEREAS, the Texas State Aquarium Association, a Texas nonprofit corporation (the "Association") plans to construct and operate a public aquarium (the "Aquarium") in Corpus Christi, Texas, with such Aquarium to be operated on a nonprofit basis for multiple public purposes including the education and enjoyment Corpus Christi citizens and visitors from inside and outside Texas, promotion and growth of scientific knowledge, advancement of interest in marine life and the study thereof, attraction of tourism, and promotion of economic prosperity through tourism and mariculture; and WHEREAS, the State Legislature designated such Aquarium facility to be the official Aquarium of the State of WHEREAS, Association has purchased, of of of the State of as Texas has operated by Association Texas; and utilizing its own funds, for a purchase price in excess of Two Million Eight Hundred Thousand Dollars ($2,800,000), a partial site location on the south end of Corpus Christi Beach, for the purpose of causing to be built thereon a public Aquarium building; and WHEREAS, the citizens of Corpus Christi approved the sale of general obligation bonds by the City of Corpus Christi in the amount of Four Million Dollars ($4,000,000) for the purpose of enhancing full and complete enjoyment of the Aquarium by 01H11041.agm 1 ,,� ni/ice` (` 4 expending said funds on improvements to public property in the vicinity of the Aquarium; and WHEREAS, by Agreement of February 2, 1987, authorized by City Ordinance No. 19619, City agreed with Association to utilize a portion of said bond funds for improvements to public property in the vicinity of the Aquarium, in accordance with certain terms and conditions in said Agreement; and WHEREAS, by Agreement of June 3, 1987, authorized by City Ordinance No. 19764, City agreed with Association to expend up to a maximum amount of Five Hundred Thousand Dollars ($500,000) of City funds to reimburse Association for costs incurred by Associ- ation in retaining an architectural firm to prepare schematic design plans and design development documents and construction plans and specifications for the Texas State Aquarium facilities, in accordance with certain terms and conditions in said Agree- ment; and WHEREAS, City and Association desire to further expedite the Aquarium project to obtain the above-recited public benefits at the earliest feasible time while assuring appropriate account- ability for public monies contributed thereto: NOW, THEREFORE, for and in consideration of the mutual agreements and promises herein contained, City and Association do mutually agree and covenant as follows: 1. Demised premises; conditions. City does hereby lease, let and demise to Association all of the property described in the attached Exhibit "A" and all improvements located thereon 01H11041.agm 2 (the "Property") conditioned upon all of the following events first occurring: (A) Association has actually expended for Aquarium purposes not less than Two Million Dollars ($2,000,000) of its own monies which it has raised, excluding any monies provided by City and excluding any monies Association is obligated to pay to any person in satisfaction of indebtedness. It is the intention of the parties that after expenditure of said Two Million Dollars ($2,000,000) Association will still have net assets over liabilities. (B) It is acknowledged that Association has submitted to City an acceptable schematic design study of the Aquarium improvements consisting of drawings and other documents illustrating the scale and relationship of the Aquarium components and the building design concept ("the Aquarium Improvements"). (C) Within six months from the date of this Agreement, Association shall submit to City, for City's approval, reasonably satisfactory, complete, detailed construction plans and specifications for the Aquarium Improvements, which shall, in detail, quality, requirements and assurances, be at least equivalent to City con- struction projects of similar magnitude, and 01H11041.agm 3 which shall include complete systems for water and wastewater service to the Aquarium. (D) City Manager approval of the construction plans and specifications submitted pursuant to (C). (E) Within six months from the date of this Agreement, Association shall obtain binding bids and execute full and complete written contracts for the construction of all of the Aquarium Improvements, as shown in the approved plans and specifications, from competent and fully bonded contractors for a sum not to exceed Ten Million Dollars ($10,000,000) plus such addi- tional funds as Association has available and commits to the construction contract. (F) Within six months from the date of this Agreement, and simultaneous with the execution of the contract in (E), at a mutually agreeable closing date and time ("the Closing"), Association shall convey to City, by general warranty deed, in fee simple, the property described in the drawing and documents attached as Exhibit „B11 and all improvements (the "Association Property") located thereon, according to and subject to the procedures provided in this subparagraph "(F)". Provided, however, the property indicated in Exhibit "B" in orange shall be conveyed to City 01H11041.agm 4 only as a perpetual, nonexclusive easement (the "Easement Property"). A portion of such property to be conveyed shall be an exchange as described on Exhibit C, with the remainder being a conveyance by gift. (1) Title Commitment or Title Binder. Association shall, at least 25 days prior to closing, at Association's sole cost and expense, furnish to City a commitment for an Owner's Policy of Title Insurance (hereinafter referred to as the "Title Binder" or "Title Commitment"), issued by Lawyers Title Insurance Company, in the amount of the previously issued title policies described below together with legible copies of all instruments referred to therein as conditions, exceptions and liens, and under the terms of which the Title Company shall agree to issue an Owner's Policy of Title Insurance to City insuring the title of City to the Association Property (other than the Easement Property and any portion of such Association Property obtained from the abandonment and closing prior to Closing of various streets) in the full amount of the previously issued title policies described below upon the Closing hereof, free and clear of any and all liens or encumbrances except the excep- tions set forth in Owner Policies of Title 01H11041.agm 5 Insurance, Numbers 90-00-248556 and 90-00-248557, by Lawyers Title Insurance Corporation, Post Office Box 50159, Dallas, Texas 75250, attached hereto as Exhibit D and E. ("the Permitted Exceptions"). Provided, however, prior to or simultaneously with Closing as provided herein, Association shall procure release of the Deed of Trust and lien securing the $2,600,000 loan of April 9, 1986, referenced in the first paragraph of Schedule B of said policies (Exhibits D and E), from the Association Property described on Exhibit B except for the Easement Property. As to the Easement Property, such Deed of Trust and Lien shall be subordinated by the lienholder to the City's perpetual nonexclusive easement. (2) Review of Title Binder by City. City shall have a period of fifteen (15) days after receipt of the last of the Title Binder to review such item and to deliver in writing such objections as City may have to anything contained or set forth or in the Title Binder. Any such items to which City does not object within such fifteen (15) day period, together with the exceptions set forth elsewhere herein, shall be deemed to be permitted exceptions. (3) Association's Obligation to Cure City's Objections to Title. If exceptions to the 01H11041.agm 6 title to the Association Property have been raised in the Title Binder other than the Permitted Exceptions or the standard printed exceptions and if City delivers written objections thereto to Association in accordance with the foregoing, then Association may, but shall not be obligated to, cure and satisfy such objec- tions prior to Closing. If Association is unable to cure such objections before the Closing or elects not to cure the same by notice to the City, City through its City Manager may either (i) waive such objections and proceed to close, or (ii) terminate this Contract by written notice to Association either within five (5) days of Association's giving notice of its election not to cure or at Closing, whichever shall first occur. If such termination notice is not timely given by the City, City shall have elected to close and waive the right to terminate. (4) Certain Covenants of Association. Association covenants and agrees with City that, between the date hereof and the date of Closing: (a) Immediately upon obtaining knowledge of the institution of any proceeding for the condemnation of the Association Property, or any portion thereof, or any other proceeding arising out of an injury or damage to the Association 01H11041.agm 7 Property, or any portion thereof, Association will notify City of the pendency of such proceedings; (b) Association will not, without the prior written consent of City, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitu- tional or contractual, (except for the lien for ad valorem taxes on the Association Property which are not delinquent), security interest, encumbrance or charge, in any manner to any part of the Association Property; (c) Prior to expiration of this Agreement or the Closing hereof, Association will not enter into any agreement that would defeat the rights of City hereunder. (5) Inspection. Prior to Closing, City, its agents, contractors, and representatives shall have the right of access upon or to the Association Property for the purpose of performing, City's sole expense, engineering water or soil tests (including other studies of the Association the event this Contract does not surveys, borings) at air, and Property. In close, City shall repair any damage to the Association 01H11041.agm 8 Property sustained through the use of the Associa- tion Property for this purpose. (6) City's Acknowledgments. City acknowledges that at Closing it shall have fully inspected the Association Property including, but not limited to, all improvements located thereon, and that at Closing it accepts the Association Property "as is, where is" in its then present condition. City acknowledges that Association has made no warranties or representations to City as to the Association Property or improvements, zoning status of the Association Property, the number of gross or net acreage contained in the Associa- tion Property, or any other matter. (7) Closing. At Closing, the Association, at its sole cost and expense, shall deliver to City the following: (a) General Warranty Deed conveying good and indefeasible title in fee simple to the Association Property, free and clear of any and all liens, encumbrances, conditions, assess- ments, restrictions and other conditions except for title exceptions and conditions accepted by City pursuant to Parts (1), (2), and (3) of this subparagraph. Provided, however, the area shown as easement in Exhibit B (the Easement Property) shall be conveyed only as a perpetual, 01H11041.agm 9 (8) nonexclusive easement and the conveyance of the previous public right-of-way shall be by Special Warranty Deed of all right, title and interest of the Association as to such property. (b) Owner's Policy of Title Insurance issued by the Title Company in the full amount described above insuring good and indefeasible title to the applicable portion of the Associa- tion Property described in Part (1) of this subparagraph in City free and clear of all restrictions, easements, encumbrances, and liens except for those exceptions expressly authorized in Parts (1), (2), and (3) of this subparagraph. (c) Tax statements from all taxing authorities showing no delinquent taxes. Deposit; Construction Accounts. with the conveyance described in (7), City shall deposit in after amount an the "City Construction of Ten Million Simultaneous subparagraph (F) account (herein - Account") the ($10,000,000) Provided, it obligation to Dollars from Tax Reinvestment Zone No. 1. is expressly acknowledged that the deposit said monies shall be contingent upon the availability of such monies from the Reinvestment Zone pursuant to a satisfactory financing plan, and neither Association nor City shall be required to close this transaction in the absence of such 01H11041.agm 10 funds. Association shall simultaneously (1) deposit in an account (hereinafter the "Association Construction Account") the balance of monies required to be paid under the construction contracts, said accounts to be administered as provided elsewhere in this Agreement, and (2) Provide certification and reasonably satisfactory evidence that it has immediately available for Aquarium purposes not less than $3,762,234 including the amount deposited in the Association Construction Account less (a) a sum not to exceed $1,100,000 previously spent by the Association for design fees (b) and less a sum not to exceed $79,000 per month spent for administrative, construction and design management, fund raising, interest, taxes and capital expenditures since January 1, 1988. It is understood that a portion of such $3,764,734 shall be in the form of a bank line of credit which shall be secured by pledges committed to Associa- tion from benefactors and secured by the Associa- tion's remaining real estate not to be conveyed to the City. (9) Prior to or simultaneous with Closing, City shall have the following streets closed and part conveyed to Association as follows: 01H11041.agm 11 (1) Canal Street east of the existing Surfside Blvd., with Association acquiring from City the northern one-half between the midpoint of North Shoreline Drive and the middle of the alley. Association will attempt to acquire the other one-half from the Port of Corpus Christi. (2) All of Bennett Street with Association acquiring both halves. (3) North Shoreline Boulevard south of Pearl Street with Association acquiring most of the west one-half from the south line of Pearl to the north line of Canal Avenue as shown on the Plat attached as Exhibit B. (4) Surfside Boulevard south of Pearl with Association acquiring the one-half of the street contiguous to the eight (8) lots owned by the Association. (5) The alleys in blocks (3) and (4) with the City and the Association acquiring the applicable halves of such alleys contiguous to each's respective parcels of property. (10) The following shall also be conditions precedent to Closing: (1) Approval by all required parties and the execution by the City, the Association and the Port of Corpus Christi of the Plat substantially in the form attached as Exhibit F. In regard to 01H11041.agm 12 property covered by such plat, the acreage platting fee normally paid to the City shall not be required to be paid by the Association to the City. (The acreage platting fee for the property owned by the Port of Corpus Christi which is not leased to the Association or dedicated for public streets shall be due from the Port of Corpus Christi.) (2) Execution of an agreement by the City and the Association in which each party agrees to the exchange of properties described on the attached Exhibit C to be implemented simultaneously with the filing of the Plat substantially in the form attached as Exhibit F. (3) The completion by the City of the acquisition by condemnation described in paragraph 2C of the February 2, 1987, agreement between the City and the Association (except for deleted Parcel 8, 50' of N90' of Lot 117, Block 43), unless both the Association and City Manager agree to any specific or partial deferral of such completion requirement. 2. Administration of construction accounts. The City Construction Account shall be maintained by City for payment of construction costs in accordance with the construction contracts, and shall be utilized for satisfaction of the first Ten Million Dollars ($10,000,000) of payments owing under the construction 01H11041.agm 13 contracts. City shall initially pay Six Hundred Fifty Thousand Dollars ($650,000) to Association upon which Association can draw to pay periodic contractor invoices. Upon receipt of evidence of the purpose and validity of payments and proof of payment by the Association, the City Manager will cause City to reimburse Association for the amount of such payments from the City Con- struction Account so that the Six Hundred Fifty Thousand Dollar ($650,000) draw level is maintained. Interest on the City Construction Account shall be retained by City. The Association Construction Account shall be maintained in a trust fund for payment of construction costs after the Ten Million Dollars ($10,000,000) City contribution has been exhausted and payments therefrom shall be payable by the trustee only upon presentation of invoices from the contractors certified as correct by Associ- ation. Interest earned on the Association Construction Fund principal amount shall be payable to Association for its use for any purpose related to the Aquarium. 3. Construction supervision and acceptance. Association shall be exclusively responsible for supervision of construction of the Aquarium Improvements, and assuring that construction is timely and satisfactorily completed in accordance with the terms of the construction contracts, and Association is authorized, upon advice of its architectural/engineering consultants, to determine when and if the Aquarium Improvements should be accepted. 4. Term. The term of this Lease shall be for a period of twenty (20) years, commencing with deposit of funds in construc- 01H11041.agm 14 tion accounts as provided in paragraph 1(F)(8), and ending twenty (20) years thereafter on the anniversary of said date. Provided, however, the term of the lease shall be five (5) years for all parts of the leased premises which are submerged lands patented to City by the State of Texas (such property being described on the attached Exhibit A). Expiration of said five (5) year portion of the Lease shall in no way affect the obligations of City and Aquarium under the remainder of this Lease. 5. Permitted use. The demised premises shall be used solely as an aquarium and sea life park, referred to hereafter as the "Aquarium"; provided, however, that Association may operate food, drink, souvenir, museum gift shop and other concessions in conjunction and consistent with, but secondary to, operation of the Aquarium Facility. 6. Aquarium operation; admission. The operation of the Aquarium Facility shall be carried out by Association in a businesslike manner at all times and Association shall be solely responsible for the operation, planning and management of the Aquarium Facility. Association shall furnish and stock the Aquarium Facility with all marine life, equipment and facilities consistent with a first-class aquarium operation. The Aquarium Facility shall be operated by Association for the use and benefit of the public and shall be open during a reasonable portion of the daytime hours of most days of the year; provided, however, that Association may charge an admission fee to said Aquarium Facility on a nondiscriminatory basis and Association shall be entitled to fence the Property and control and restrict access in 01H11041.agm 15 such regard. Association may adopt admission fee rate structures of the type normally adopted by public aquariums and zoos. 7. Safety. Association shall create, inspect and maintain adequate firefighting and safety systems. 8. Maintenance. Association shall at all times during the continuance of this lease keep and maintain in good repair and clean and attractive condition all buildings, improvements, grounds, and personal property on the Property and in the event any improvement erected on the Property for Aquarium purposes, or any structures erected in place thereof, are damaged or de- stroyed, Association, as soon as the same may be done, will repair or restore the injured property in as good condition and value as before such damage or destruction. Upon termination or expiration of this Agreement, Association shall return the buildings, improvements, grounds, and personal property to City in the condition required in the preceding sentence. 9. Pollution of Bay. Association shall make reasonable efforts to ensure that no pollutant, effluent, liquid or solid waste material, fresh or salt water discharge (except salt water discharges approved by the City and authorized by all applicable and required state and federal government permits), litter, trash, or garbage issues from the Property or is allowed to collect in Corpus Christi Bay. 10. Revenues generated. All funds generated by the opera- tion of the Texas State Aquarium and/or the private fund raising efforts of Association shall be used exclusively by Association 01H11041.agm 16 for the benefit of the Texas State Aquarium facilities and programs operated by Association. 11. Association responsibility. Except as otherwise expressly provided in this Agreement, Association shall be exclusively responsible for all planning, design, financing, advertising for bids, choice of contractor, supervision of construction, construction, equipping, stocking, establishment, operation, maintenance, and all other activities related to the Aquarium. Association shall not be relieved of such respon- sibility by any inspection or approval by City or its agents of the Aquarium or any part thereof or any activity connected therewith, nor by any right of City, under this Agreement or otherwise, whether exercised or not, to make any such inspection or approval. 12. Financial statements. Association shall keep strict and accurate books of account and shall deliver to the City's Director of Finance an annual financial statement prepared by an independent certified public accounting firm reflecting its financial operations for such calendar year. These statements shall be delivered to the Director of April in the year following the year books of account and all Association Finance by the 15th day of to which they relate. The records shall be available to City upon request during normal business hours. 13. Assignment or sublease. Association may not lease nor sublease the premises nor any part thereof prior written consent of City. Provided, however, may contract for and/or sublease a food and/or drink 01H11041.agm 17 assign this without the Association concession or concessions for the Aquarium facilities and space rent any auditorium or any other portion of the facilities for special events, so long as Association maintains control over such areas and assures that their operation is consistent with this Agreement. Provided, further, Aquarium may sublease dock space to allow tourist boat, water taxi, research, and university boat access. 14. Sanitation. Garbage and trash shall be stored on the Property in normal containers or dumpster type containers. Such containers shall be stored inside a small building, screened or appropriately landscaped area. Garbage pickup service will be obtained by Association on a schedule sufficient to maintain the Property in a clean and sanitary condition. 15. Parking. Parking for Aquarium employees and patrons will be on the public parking lots to be built by City on land in the general vicinity of the Property; provided, however, that such areas need not be for the exclusive use of Association, its employees and customers. 16. Nondiscrimination. Association warrants that it is and will continue to be an equal opportunity employer and hereby covenants that no employee or customer shall be discriminated against because of race, creed, color, sex, handicap, or national origin. 17. Inspection. City personnel shall have the right to enter upon the Property, including buildings thereon, at all times, for purposes of any inspection, repair, fire or police action, and the enforcement of this lease. 01H11041.agm 18 18. Contractor's insurance. Association shall require the contractor employed for construction of the Aquarium improvements to carry insurance coverages throughout the construction period in at least the following amounts: (a) workers' compensation: state law limits; (b) automobile liability: statutory minimum; (c) builder's risk: full replacement value of improvements; (d) general liability (including contractual liability): One Million Dollars ($1,000,000) per person and per occurrence for bodily injury and One Hundred Thousand Dollars ($100,000) for property damage; (e) performance bond: full value of contract. City shall be furnished with a certified copy of such effective policy of insurance prior to commencement of construction. Said policy shall name Association and City as additional insureds, and shall provide that the policy may not be cancelled nor expire until Association and City have each been given thirty (30) days prior written notice of such event. If required by law the Association shall provide any of such insurance in lieu of such insurance being provided by the contractor. 19. Liability insurance. Association shall obtain and carry a policy of general liability insurance covering all Aquarium related activities, including coverage for poisoning or illness from food or drink, by terms of which City shall be named an additional insured, which shall provide combined single limit coverage in the amount of Five Hundred Thousand Dollars ($500,000). City shall be furnished a certified copy of such effective policy of insurance prior to the commencement of the lease term. Said policy shall include a provision that the policy 01H11041.agm 19 may not be cancelled nor expire until City has been given thirty (30) days prior written notice of such event. City may require reasonable increases in said coverage based upon annual reviews so that the present real value of said coverage is not diminished over the course of this lease. 20. Workers' compensation insurance. Association shall maintain workers' compensation insurance covering all of its employees. 21. Property insurance. Association shall, throughout the term of the Lease, carry property insurance in the amount of the full replacement value (less 1% deductible) of all improvements and personal property connected with the Aquarium operation, which shall insure against loss or damage by any means, including fire, windstorm, vandalism, flood or otherwise; provided, however, the flood insurance requirement may be limited to the maximum federally subsidized flood insurance limit, so long as those limits exceed or remain at their present levels. Association shall furnish City a copy of all such insurance, and such insurance shall contain a provision that it may not be cancelled or permitted to expire without thirty days prior written notice to City. If Association shall fail to maintain such insurance, City may terminate this Agreement, or, at its option procure such insurance, in which case any monies paid by City shall be repayable by Association to City upon demand, with interest at the lesser of ten percent per year or the highest permissible legal rate. Any insurance proceeds hereunder shall be paid jointly to City and Association. Association shall 01H11041.agm 20 decide whether to repair, rebuild, or replace the damaged property. If Association decides to repair, restore, or rebuild, it shall develop plans and specifications as appropriate, and shall submit them to City for approval. Upon approval City shall cooperate with Association in release of monies as reasonably, periodically required as construction progresses under contract. If Association determines not to repair, re- build, or replace the property, the insurance proceeds shall be paid first to City up to but not in excess of its contributions under this Agreement, and any excess shall be paid to Association. 22. Indemnity. Association shall fully indemnify, save and hold harmless City, its officers, employees, and agents against any and all liability, damage, loss, claims, demands and actions of any nature whatsoever on account of personal injuries (includ- ing, without limitation on the foregoing, workers' compensation and death claims), or property loss or damage of any kind whatso- ever, which are claimed to arise out of performance arise out of or are in any manner connected with, or or be in any way connected with, the of this Agreement or Association occupancy of the Property or the Aquarium. its own expense investigate all such claims to their settlement or other disposition, based costs 's use, operation or Association shall at and demands, attend defend all actions thereon and pay all charges of attorneys and and expenses of any kind arising from any such damage, loss, claims, demands, and actions. 01H11041.agm 21 all other liability, 23. Access for handicapped. The Aquarium Improvements shall be so constructed as to be readily accessible to the handicapped and in compliance with all applicable state and federal laws in regard thereto. 24. Utilities. City shall make sewer, water, and natural gas service available to the Aquarium property, to be paid for by Association at standard City rates. Association shall be responsible for procuring and paying for all utility services whether provided by City or another supplier. 25. Compliance with laws; permits. In the planning, design, construction, and operation of the Aquarium, Association shall comply with all applicable federal, state, and local laws, ordinances, rules and regulations. All applicable permits and licenses shall be obtained by the Association. City shall cooperate in obtaining permits and licenses from other agencies by applying or joining Association in applying for such where City is a necessary party to the application. Association shall, however, prepare all documents, information, and materials necessary to support any such application. Association recog- nizes that as to City licenses or permits, City must apply its rules in an objective, uniform manner. 26. City financial contribution. It is understood and agreed that City's sole financial obligation in connection with the Aquarium project is payment of the Ten Million Dollars ($10,000,000) for construction referred to above in accordance with the provisions of this Agreement, and payment of monies in accordance with the agreements, of February 2, 1987 and June 3, 01H11041.agm 22 1987 as modified hereby. City does not assume, and shall have no other responsibility whatever for, any financial obligations incurred or created by Association or its officers, employees or agents, in connection with the planning, design, financing, construction, equipping, stocking, establishment, operation, or other activity relating to the Aquarium project, and Association shall not represent or infer otherwise to any third party. 27. Prior Agreements. The agreements of February 2, 1987 (two agreements authorized by Ordinance 19619) and June 3, 1987 (one agreement authorized by Ordinance 19764) shall remain in full force and effect, except as inconsistent herewith. All other prior agreements between City and Association are of no force and effect. In addition to any inconsistency herewith, the agreement of February 2, 1987 authorizing expenditure of $1.3 million is amended as follows: (a) The financial obligation of the City under Article IV shall be increased from $1.3 million to $4 million, the full amount of the Bond Funds, and City's obligation under said agreement is limited to said $4 million, unless the City Council appropriates additional monies. (b) Payment of design fees is authorized to any engineering firm and architectural firm acceptable to the City Manager. (c) While Association will operate and maintain the Aquarium during the lease term, City will own that portion of the Aquarium site provided in this 01H11041.agm 23 Agreement. The lease described in paragraph IID of the February 2, 1987 agreement shall not be utilized; however, the Association shall pay for all expense of constructing parking on the Associ- ation's remaining property marked in blue on the attached Exhibit B and any future parking built on the Association's remaining property. (d) Priorities for expending the balance of the $4 million bond funds shall be as follows: (1) Land acquisition. (2) Bulkheading, breakwater and boat dock. (3) New street construction, storm drainage, utilities installation and relocation. (4) Parking area construction and refinishing of existing street. 28. Lease relationship. It is specifically agreed and understood that the parties intend and do hereby create a land- lord/tenant relationship, and this agreement shall be construed conclusively in favor of that relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that no provision con- tained herein, nor any of the acts of the parties hereto, shall be deemed to create any relationship between the parties herein other than that of Landlord and Tenant. 01H11041.agm 24 29. Modifications. No changes or modifications to the lease shall be made, nor any provision waived, unless in writing signed by a person authorized to sign agreements on behalf of each party. 30. Termination of lease. Upon occurrence of any Event of Default, City may, at its option, in addition to any other remedy or right hereunder or by law, (a) give notice to Association that this lease shall terminate upon the date specified in the notice, which date shall not be earlier than fifteen (15) days after the giving of such notice, or (b) immediately or at any time after the occurrence of such Event of Default, and without notice or demand, enter upon the demised premises, and upon the date specified in such notice, or upon any other notice pursuant to law, or upon such entry, this lease and the term thereof shall terminate. Each of the following shall be deemed as Event of Default: (a) failure to have in effect at all times policies of contractor's insurance, liability insurance, workers'compensation insurance and property insurance as required elsewhere herein. (b) intentional, knowing or fraudulent failure to maintain strict and accurate books of account, or to furnish said books of account to City for inspection, as provided elsewhere herein. 01H11041.agm 25 (c) intentional misappropriation of public funds. (d) abandonment of the premises; (e) failure of Association, within forty-five days after written notice from City, to correct any default in the performance or observance of any other covenant or condition of this Lease. Upon termination of this lease as hereinabove provided, or pursuant to statute, or by summary proceedings or otherwise, City may enter forthwith and resume possession either by summary proceedings, or by action at law or in equity or by force or otherwise, as City may determine, without being liable in tres- pass or for any damages. The foregoing rights and remedies given to City are, and shall be deemed to be, cumulative of any other rights of City under law, and the exercise of one shall not be deemed to be an election, and the failure of City at any time to exercise any right or remedy shall not be deemed to operate as a waiver of its right to exercise such right or remedy at any other or future time. 31. Effect of termination or expiration. Upon termination or expiration of this Agreement, all buildings and fixtures on the Property shall become property of City. All personal prop- erty, in such event, shall become property of City at City's option. Should City decide to decline all or part of the per- sonal property, it shall so notify Association within thirty days of termination or expiration, and Association shall remove said property within thirty days of its receipt of such notice. If Association shall fail to remove such property within that time 01H11041.agm 26 period, City may remove and dispose of such property, and Associ- ation shall be liable to City for all expenses incurred thereby. Any City monies payable under this Agreement which, at the time of termination or expiration, remain unspent, shall be returned to or retained by City and spent by City as it sees fit. 32. Fund raising. Association will use its best efforts during the term of this Agreement to raise sufficient funds to fully support the Aquarium, including but not limited to, annual fund-raising drives. 33. Publication cost. Aquarium shall pay the cost of publishing in the legal section of the local newspaper the lease description required by the City Charter. 34. Taxes. Association shall timely pay all ad valorem and other taxes, if any, which shall be levied, assessed or otherwise imposed on the demised premises during the lease term. 35. Notices. Any notices provided for under this lease shall be given, in writing, to the City, by delivering or mailing the notice to City Manager, City Hall, P.O. Box 9277, Corpus Christi, Texas 78469, and to the Association by delivering or mailing the notice to Texas State Aquarium Association, P.O. Box 31207, Corpus Christi, Texas 78404, or any other address as the parties may from time to time designate in writing. 36. Captions. The captions employed in this lease are for convenience only and are not intended to and shall not in any way limit or amplify the terms or provisions herein. 01H11041.agm 27 EXECUTED in duplicate originals this the day of , 1987, by the authorized representatives of the parties. ATTEST: TEXAS STATE AQUARIUM ASSOCIATION Secretary ATTEST: Armando Chapa City Secretary City Manager By President CITY OF CORPUS CHRISTI, TEXAS By Craig A. McDowell APPROVED: �" t o day of gCkpNvloe✓l , 1987 Hal George, City Attorney By As tant City Attor THE STATE OF TEXAS } COUNTY OF NUECES } BEFORE ME, the undersigned authority, on this day personally appeared Craig A. McDowell, City Manager of the City of Corpus Christi, Texas, a municipal corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of said City of Corpus Christi for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of , 1987. Notary Public, State of Texas 01H11041.agm 28 THE STATE OF TEXAS } COUNTY OF NUECES } BEFORE ME, the undersigned authority, on this day personally appeared , President of the Texas State Aquarium Association, a Texas corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of said Corpus Christi Aquarium Associa- tion for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of , 1987. Notary Public, State of Texas 01H11041.agm 29 EXHIBIT LIST EXHIBIT A - Description of Property to be Leased Five (5) Year Lease Agreement Property Description: Attachment (1): Tracts No. 1, 2, and 3: Description of submerged parcel located behind bulkhead on the landside. Attachment (2): Tract No. 4: Description of submerged parcel located on the waterside of bulkhead. Twenty (20) Year Lease Agreement Property Description: Attachment (3): Tract No. 5: Description of parcel behind bulkhead on the landside. EXHIBIT B - Attachment (1): Drawing of Aquarium Site by SMITH and RUSSO, INC., dated February 10, 1988 Attachment (2): Descriptions of property to be conveyed by TSAA to City by gift. (Being that property outlined in pink on Exhibit B, attachment (1) drawing) Attachment (3): Description of non-exclusive easement granted by TSAA to City. (Being that property marked in orange on Exhibit B, attachment (1) drawing) Attachment (4): Description of property to be conveyed by the TSAA to the City in exchange for other City property. (Being that property marked in yellow and identified as C-1 on Exhibit B, attachment (1) drawing) EXHIBIT C - Attachment (1): Description of two properties to be exchanged: Texas State Aquarium Exchange Parcel (C-1) City of Corpus Christi Exchange Parcel (C-2) EXHIBITS D & E - Prior Title Policies (in possession of City) 1 EXHIBIT F - Plat - Draft1110 2/12/88 EXHIBIT A I. Five (5) Year Lease Agreement Property Description: Attachment No. 1: Tracts No. 1, 2, 3, and 4: Description of submerged parcels located, behind bulkhead on the landside. Attachment No. 2: Tract No. 5: Description of submerged parcel located seaward of bulkhead. II. Twenty (20) Year Lease Agreement Property Description: Attachment No. 3: Tract No. 6: Description of parcel behind bulkhead on the landside. FEB 10 1988 EXHIBIT - "A" FIVE (5) YEAR LEASE AGREEMENT: DESCRIPTION OF SUBMERGED PARCELS LOCATED BEHIND THE BULKHEAD ON THE LAND SIDE. TRACT 1: Being a parcel of land located in Nueces County ,Texas at the Texas State Aquarium site and being more particularly described by metes and bounds as follows: Beginning at a point located at the intersection of the centerline of Canal Avenue and the East R.O.W. of North Shoreline Boulevard; Thence South 58° 21' 24" East, 160.51 feet to the beginning point of Tract 1, located in the most Southerly corner of said tract and being the most Southerly corner of the bulkhead face. Thence North 61° 38' 37" East , 149.10 feet along the face of the bulkhead; Thence South 75° 49'47" West, 67.48 feet to a corner; Thence South 42° 57' 12" West, 50.99 feet to a corner; Thence South 60° 54' 27" West, 34.42 feet to the point of beginning of Tract 1 and the Southwest corner of Tract 1, containing 0.023 acres more or less. TRACT 2: Beginning at a point located at the intersection of the centerline of Canal Avenue and the East R.O.W. of North Shoreline Boulevard; Thence South 58° 21' 24" East, 235.96 feet to a corner; Thence North 31° 38' 36" East, 130.68 feet to the point of beginning of said Tract 2 and the Southwest corner of,this section; Thence North 61° 38' 37" East, 28.09 feet to a corner on the bulkhead face Thence North 31° 38' 36" East, 174.66 feet along the Easterly face of the bulkhead; Page 1 of 2 2/11/88 ATTACHMENT (1) Thence South 41° 48' 10" West 50.43 feet to a corner; Thence South 33° 07' 58" West, 50.02 feet to a corner; Thence South 34° 23' 29" West, 50.06 feet to a corner; Thence South 33° 19' 31" West, 49.36 feet to the Southwest corner and the point of beginning of Tract 2 containing 0.04 acres more or less. TRACT 3: Beginning at a point located at the intersection of the centerline of Canal Avenue and the East R.O.W. of North Shoreline Boulevard; Thence North 31° 38' 36" East, 358.75 feet along the East R.O.W. of North Shoreline Boulevard; Thence South 58° 21' 24" East, 250.00 feet to the beginning point of Tract 3 and the most Southerly corner of said section; Thence North 31° 38'36" East, 51.25 feet along the face of the bulkhead to a corner; Thence North 58° 21'24" West, 120.36 feet to a bulkhead corner; Thence North 28° 21' 21" West, 25.74 feet along the face of the bulkhead to a point on Block F property line; Thence South 18° 55' 11" West, 29.72 feet to a corner; Thence South 42° 50' 59" East, 47.83 feet to a corner; Thence South 44° 25' 14" East, 92.75 feet to the point of beginning of Tract 3 and the most Southerly corner of said section containing 0.11 acres more or less. Page 2 of 2 2/11/88 ATTACHMENT (1) W ,£9•Lt' 3„b ,oS.Z1'9 U CC I ,5L'Zb 9,,17J,9Zo17-Ps ,Eb o5 M„01,6'17 SS ,ZOOS M„9S,LO,E9S5— 'Q M„b3,EZ0-OES '66 n1„ le,bIoEES ,bboS Z/,LSoL{79S o1��� ¢ oo MLzfSoo9S Lk co cc U 9a1'2,1Z.859� ,%L5f V„f70,/Zo955 TEXAS STATE AQUARIUM LEASE TRACTS 12 & 3 ae 0 ;o os CO 0 U 1 0 6 v O1 O vi w z 0 4 REV, 2-11- $8 EXHIBIT - "A" FIVE (5) YEAR LEASE AGREEMENT: DESCRIPTION OF SUBMERGED PARCEL LOCATED ON THE WATERSIDE OF THE BULKHEAD. TRACT 4: Being a parcel of land comprising 3.87 acres more or less, located in Nueces County, Texas at the Texas State Aquarium site and being more particularly described as follows: Beginning at a point located at the intersection of centerline of Canal Avenue and the East R.O.W. of North Shoreline Boulevard; Thence South 58° 21' 24" East, 160.51 feet to the point of beginning of Tract 4 and the most Southerly corner of the bulkhead; Thence South 31° 38' 36" West, 30.00 feet to the Southwest limits of the breakwater; Thence South 58° 21'24" East, 32.10 feet to a corner; Thence South 80° 51' 24" East, 123.83 feet for the point of curvature of a circular curve to the left whose radius bears North 09° 08' 36" East , 175.00 feet and which has a central angle of 67° 28' 54.12" , a radius of 175.00 feet, a tangent distance of 116.89 feet and an arc length of 206.11 feet; Thence, with said curve to the left, 206.11 feet for the point of tangency; Thence continuing North 31° 38' 36" East, 216.96 feet to a corner • Thence North 51° 38' 36" East, 92.95 feet to a corner; Thence North 31° 38' 36" East, 206.07 feet to the Northeast corner of this tract; Thence North 58° 21' 24" West, to a point located on the existing shoreline of Corpus Christi Bay. Thence meandering Southerly along said shoreline of Corpus Christi Bay to the Southeast corner of Brooklyn Addition, Block F, Lot 10; Page 1 of 2 2/11/88 Attachment (2) Thence South 37° 21' 21" West, 46.64 feet to a corner; Thence South 12° 15' 50" East, 4.72 feet to a corner; Thence South 58° 21' 24" East, 15.00 feet to a corner; Thence South 31° 38'36" West, 108.0 feet to a corner on the bulkhead face. Thence South 28° 21' 21" East, 40.00 feet to a bulkhead corner; Thence South 58° 21' 24" East, 120.36 feet along the face of the bulkhead; Thence South 31° 38' 36" West, 255.00 feet along the East bulkhead line. Thence South 61° 38' 37" West, 178.98 feet to the point of. beginning of Tract 4 and the most Southerly point of the bulkhead face. Page 2 of 2 2/11/88 ATTACHMENT (2) 2 4l POINT OF BEGINNING M„i'z, 17. ,92 /V 1) 0 W m 6 ,is o9/ P„b6,0,8ss co off' , 8c0 /E oI•z , 17-Z,lz095.S • TEXAS STATE AQUARIUM LEASE N O M u 0Z W W 0 DATE /(.Isle$ O m rZEd.2-II-88 EXHIBIT A TWENTY (20) YEAR LEASE AGREEMENT: Description of parcel behind bulkhead on the landside. TRACT NO. 5 BEGINNING at a point at the intersection of the centerline extended of North Shoreline Boulevard a one hundred (100') foot road, and the Southwest boundary of Canal Street (9th Street) a sixty (60') foot road as shown by map of record of Brooklyn Addition in Volume "A", page 34, Map Records of Nueces County, Texas; said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,358,271.161, y = 781,614.277, THENCE N 31° 38' 36" E, a distance of 495.38 feet to a point for corner, THENCE in a Southeasterly direction along a curve to the left having a central angle of 106° 54' 36", a radius of 55.0 feet, a tangent length of 74.21 feet and an ARC length of 102.63 feet to the end of said curve and a point for corner, THENCE N 31° 38' 36", a distance of 8.0 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 25.0 feet to a point for corner, THENCE N 31° 38' 36" E, a distance of 62.24 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 36.84 feet to a point for corner, THENCE S 43° 47' 01" W, a distance of 2.24 feet to a point for corner, THENCE S 37° 19' 36" W, a distance of 46.64 feet to a point for corner, THENCE S 52° 48' 44" E, a distance of 17.15 feet to a point for corner, THENCE S 31° 38' 36" W, a distance of 108.00 feet to a point for corner, THENCE S 28° 21' 22" E, a distance of 40.00 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 120.36 feet to a point for cor THENCE S 31° 38' 36" W, a distance of 255.00 feet to a point f THENCE S 61° 38' 37" W, a distance of 178.98 feet to a point for er, THENCE S 63° 03' 36" W, a distance of 35.14 feet to a point for corner, THENCE N 58" 21' 24" W, a distance of 192.02 feet to the Point of Beginning forming a tract embracing 137,673 square feet (3.16± acres) more or less, SAVE and EXCEPT Tracts No. 1, 2, and 3 as described on Exhibit "A", Attachment No. 1. 2/12/88 Attachment No. 3 ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT A ATTACHMENT NO. 3 THAT IS TOO LARGE TO COPY ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT 'B' THAT IS TOO LARGE TO COPY EXHIBIT "B" Attachment (1): Drawing Attachment (2): Descriptions of property to be conveyed by TSAA to City by gift. (Being that property outlined in pink on Exhibit attachment (1) drawing) Attachment (3): Description of non-exclusive easement granted by TSAA to City. (Being that property marked in orange on Exhibit attachment (1) drawing) Attachment (4) Description of property to be conveyed by the TSAA to the City in exchange for other City property. (Being that property marked in yellow and identified as C-1 on Exhibit B, attachment (1) drawing) EXHIBIT "B" DESCRIPTION OF PROPERTY TO BE CONVEYED BY TEXAS STATE AQUARIUM ASSOCIATION TO THE CITY OF CORPUS CHRISTI BY GIFT (Being that property outlined in pink on Exhibit "B" Attachment No. 1). PARCEL NO. 1 (PREVIOUSLY RIGHT-OF-WAYS) BEGINNING at a point at the intersection of the centerlines extended of North Shoreline Boulevard a one hundred (100') foot road and Canal Avenue (9th Street) a sixty (60') foot road as shown by map of record of Brooklyn Addition in Volume "A", pages 30-32, Map Records of Nueces County, Texas; and said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,538,286.900, y = 781,639.817, THENCE along said centerline extended of North Shoreline Boulevard N 31° 38' 36" E, a distance of 465.38 feet to a point for corner, THENCE in a Northwesterly direction along a curve to right having a central angle of 730 05' 24", a radius of 55.0 feet, a tangent of 40.76 feet, and an ARC length of 70.16 feet to the end of said curve and a point for corner, THENCE N 31° 38' 36" E, a distance of 22.00 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 39.0 feet to the said centerline extended of North Shoreline Boulevard and point for corner, THENCE along said centerline N 31° 38' 36" E, a distance of 50.0 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 50.0 feet to the Southeast right-of-way line of said North Shoreline Boulevard and a point for corner, THENCE along the said Southeast right-of-way line of North Shoreline Boulevard S 31° 38' 36" W, a distance of 200.00 feet to the Northeast right-of-way line of Bennett Street (10th Street) as shown on said Brooklyn Addition, for a point for corner, THENCE along the said Northeast right-of-way line of Bennett Street S 58° 21' 24" E, a distance of 126.83 feet to a point in the shoreline of Corpus Christi Bay at the 1.0 foot (February 17, 1986 N.G.V.D.) to a point for corner, THENCE along the meanders of said shoreline of Corpus Christi Bay as follows: S 42° 50' 59" E 34.42', S 44° 25' 14" E 93.87', S 28° 22' 56" W 14.98', and S 35° 17' 01" W, a distance of 13.26 feet to the Southwest right-ofie of said Bennett Street and a pointfor corner, 2/12/88 Attachment No. 2 1 of 3 THENCE along said Southwest right-of-way line of Bennett Street N 58° 21' 24" W, a distance of 251.11 feet to the said Southeast right-of-way line of North Shoreline Boulevard and a point for corner, THENCE along said Southwest right-of-way line of North Shoreline Boulevard S 310 38' 36" W, a distance of 300.00 feet to a 5/8" iron rod set in the Northeast right-of-way line of said Canal Avenue and a point for corner, THENCE along said Northeast right-of-way line of Canal Avenue S 58° 21' 24" E, a distance of 178.61 feet to a point in the said shoreline of Corpus Christi Bay, THENCE along the meanders of said shoreline of Corpus Christi Bay S 60° 52' 41" W, a distance of 34.38 feet to the centerline of said Canal Avenue to a point for corner, THENCE along said centerline of Canal Avenue N 58° 21' 24" W, a distance of 211.84 feet to the Point of Beginning forming a tract embracing 50,029 square feet (1.15± acres) more or less. PARCEL NO. 2: (GIFT PROPERTY IN BLOCK "E") BEGINNING at a 5/8" iron rod set in the Southeast right-of-way line of North Shoreline Boulevard a one hundred (100') foot road at its point of intersection with the Southeast right-of-way line of Bennett Street a sixty (60') foot road, said point of intersection also being the Northernmost corner of Block E, Brooklyn Addition, as shown by map of record of said subdivision in Volume "A", pages 30-32, Map Records of Nueces County, Texas; and said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,358,502.434, y = 781,894.604, THENCE along said Southwest right-of-way line of Bennett Street S 58° 21' 24" E at 220.47 feet pass a 5/8" iron rod set for a reference point, in all a distance of 250.27 feet to a point in the shoreline of Corpus Christi Bay at the 0.7' MSL contour line for corner, THENCE along the meanders of said shoreline of Corpus Christi Bay being the 0.7' MSL contour line to points as follows: S 41° 48' 10" W 50.80' S 33° 07' 58" W 50.02' S 34° 23' 29" W 50.06' S 32° 19' 21" W 50.85' S 76° 49' 47" W 25.54', to a point for corner, THENCE N 58° 21' 24" W, a distance of 207.58 feet to a point for corner, sa'• point also being on the said Southeast right-of-way line of North Shoreline Bou d, THENCE along said Southeast right-of-way line of North Shore ,_ levard N 31° 38' 36" E, a distance of 230.52 feet to the Point of Begin ,:xt a" , tract embracing 54,915 square feet (1.26± acres) more or less. 2/12/88 Attachment No. 2 2 of 3 PARCEL NO. 3 (GIFT PROPERTY IN BLOCK "F") BEGINNING at a point in the Southeast right-of-way line of North Shoreline Boulevard a one hundred (100') foot road at its point of intersection with the Northeast right-of-way line of Bennett Street a sixty (60') foot road, said point of intersection also being the Westernmost corner of Block F, Brooklyn Addition, as shown by map or record of said subdivision in Volume "A", pages 30-32, Map Records of Nueces County, Texas; and said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,358,534.072, y = 781,945.604, THENCE N 31° 38' 36" E, a distance of 200.00 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 81.84 feet to a point for corner, THENCE S 43° 48' 46" W, a distance of 2.24 feet to a point for corner, THENCE S 37° 21' 21" W, a distance of 46.64 feet to a point for corner, THENCE S 52° 46' 59" E, a distance of 17.15 feet to a point for corner, THENCE S 31° 40' 21" W, a distance of 56.72 feet to a point for corner, THENCE S 18° 55' 11" W, a distance of 91.38 feet to a point for corner, THENCE S 41° 40' 04" E, a distance of 13.51 feet to a point for corner, THENCE N 58° 21' 24" W, a distance of 126.83 feet to the Point of Beginning forming a tract embracing 19,030 square feet (0.44± acres) more or less. 2/12/88 Attachment No. 2 3 of 3 ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT 'B' ATTACHMENT NO. 2 THAT IS TOO LARGE TO COPY EXHIBIT B DESCRIPTION OF NON-EXCLUSIVE EASEMENT GRANTED BY TEXAS STATE AQUARIUM ASSOCIATION TO THE CITY OF CORPUS CHRISTI (Being that property marked in orange on Exhibit "B" Attachment No. 1 drawing). BEGINNING at a point at the intersection of the centerline of a twenty (20') foot alley and the common boundary lot line extended of Lot 8 and Lot 10 in Block 3, Brooklyn Addition as shown by map of record of said subdivision in Volume "A", pages 30-32, Map Records of Nueces County, Texas; said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,358,245.812, y = 781,935.302, THENCE N 58° 21' 24" W, a distance of 179.41 feet to a point for corner, THENCE N 28° 19' 58" E, a distance of 100.17 feet to a point for corner, THENCE S 58° 21' 24 " E, a distance of 88.04 feet to a point for corner, THENCE S 28° 21' 24" E, a distance of 148.49 feet to a point for corner, THENCE S 88° 21' 24" E, a distance of 109.65 feet to a point for corner, THENCE N 31° 38' 36" E, a distance of 229.42 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 24.59 feet to a point for corner, THENCE S 31° 38' 36" W, a distance of 22.00 feet to a point for corner, and the beginning of a curve to the left having a central angle of 73° 05' 24", a radius of 55.0 feet, a tangent length of 40.76 feet and an ARC length of 70.16 feet to the end of said curve and a point for corner, THENCE S 31° 38' 36" W, a distance of 252.72 feet to a point for corner, THENCE N 28° 21' 24" W, a distance of 113.85 feet to a point for corner, THENCE N 88° 21' 24" W, a distance of 69.23 feet to a point for corner, THENCE N 62° 20' 27" W, a distance of 31.83 feet to the Point of Beginning forming a tract embracing 36,486 square feet (0.84± acres) more or less. 2/12/88 Attachment No. 3 ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT 'B' ATTACHMENT NO. 3 THAT IS TOO LARGE TO COPY EXHIBIT B TEXAS STATE AQUARIUM EXCHANGE PARCEL (C-1) A tract of land out of Block E, Brooklyn Addition, a map of which is recorded in Volume A, Pages 30-32 of the Map Records of Nueces County, Texas and further described by metes and bounds as follows: BEGINNING at a 5/8" iron rod set in the Southeast right-of-way line of North Shoreline Boulevard at its point of intersection with the Northeast right-of-way line of a portion of Canal Avenue closed by City of Corpus Christi, Texas Ordinance No. 17139 for the Westernmost corner of said Block "E" and of this tract; said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,538,345.045, y = 781,639.205, THENCE along said Southeast right-of-way line of North Shoreline Boulevard N 31° 38' 36" W, a distance of 69.48 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 207.58 feet to a point for corner, THENCE S 76° 49' 47" W, a distance of 44.19 feet to a point for corner, THENCE S 42° 57' 12" W, a distance of 50.99 feet to a point for corner, THENCE N 58° 21' 24" W, a distance of 177.54 feet to the Point of Beginning forming a tract embracing 12,975 square feet (0.30± Acres) more or less. 2/12/88 Attachment No. 4 EXHIBIT C TEXAS STATE AQUARIUM EXCHANGE PARCEL (C-1) A tract of land out of Block E, Brooklyn Addition, a map of which is recorded in Volume A, Pages 30-32 of the Map Records of Nueces County, Texas and further described by metes and bounds as follows: BEGINNING at a 5/8" iron rod set in the Southeast right-of-way line of North Shoreline Boulevard at its point of intersection with the Northeast right-of-way line of a portion of Canal Avenue closed by City of Corpus Christi, Texas Ordinance No. 17139 for the Westernmost corner of said Block "E" and of this tract; said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,538,345.045, y = 781,639.205, THENCE along said Southeast right-of-way line of North Shoreline Boulevard N 31° 38' 36" W, a distance of 69.48 feet to a point for corner, THENCE S 58° 21' 24" E, a distance of 207.58 feet to a point for corner, THENCE S 76° 49' 47" W, a distance of 44.19 feet to a point for corner, THENCE S 42° 57' 12" W, a distance of 50.99 feet to a point for corner, THENCE N 58° 21' 24" W, a distance of 177.54 feet to the Point of Beginning forming a tract embracing 12,975 square feet (0.30± Acres) more or less. CITY EXCHANGE PARCEL (C-2) BEGINNING at a point of intersection of the centerline extended of Surfside Boulevard a sixty (60') foot road, and the common boundary lot line extended of Lot 8 and of Lot 10, Block 3, Brooklyn Addition, as shown by map of record of said subdivision in Volume "A", pages 30-32, Map Records of Nueces County, Texas; said point of intersection having Lambert Grid Coordinates (South Zone) of x = 2,358,101.086, y = 782,024.489, THENCE N 58° 21' 24" W a distance of 9.41 feet to a point for corner, THENCE N 28° 19' 58" E a distance of 410.69 feet to a point for corner, and the beginning of a curve to the right, THENCE along said curve to the right having a central angle of 70° of 50.0 feet, a tangent length of 35.19 feet and an ACR length point for corner, THENCE S 31° 38' 36" W a distance of 457.07 feet to the tract embracing 9,855 square feet (0.23± acres) more or 2/12/88 16' 10", a radius 61.32 feet to a inning forming a Attachment No. 1 ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT C ATTACHMENT NO. 1 THAT IS TOO LARGE TO COPY Lawyers Title jnsurance Corporation 90-00-248556 Owner Polic OF TITLE INSURANCE, Ex ;Iv i-0 Policy 90 - Texas Form T-1 Rev. 1985 035-0-090-4226/4 Cover Sheet Owner Pnlfry-Fnrm nraerriharl by-cLma Cinarti of Inc„ranra of Tavae apJyers Title Insurance @rp oration POST OFFICE BOX 50159 DALLAS, TEXAS 75250 Ex ;Iv i-0 Policy 90 - Texas Form T-1 Rev. 1985 035-0-090-4226/4 Cover Sheet Owner Pnlfry-Fnrm nraerriharl by-cLma Cinarti of Inc„ranra of Tavae C' IER POLICY: 1 POLICY NUMBER 2 PROPERTY TYPE 3 COUNTY POLICY AMOUNT 'REMIUM TATE CODE 7 EFFECTIVE DATE SURVEY AMENDMENT J ADDITICAAL CHAINS 90-00-248556 CI 2 3 355 $1825000.00 4 $8,473.50 5 6 1200 1200/0500 7 $1,271.03 8 9 Lawyers Title Insurance Corporation CASE NUMBER GF#7457—WM Name of Insured: DATE OF POLICY AMOUNT OF INSURANCE 4-10-86 $1,825,000.00 Schedule A CORPUS CHRISTI AQUARIUM ASSOCIATION THE POLICY NUMBER SHOWN ON THIS SCHEDULE MUST's AGREE WITH THE PREPRINTED NUMBER ON THE COVER OWNER POLICY OF TITLE INSURANCE POLICY NUMBER 90-00-248556 1. The estate or interest in the land insured by this policy is (fee simple, leasehold, easement etc., -identify or describe) FEE SIMPLE 2. The land referred to in this policy is described as follows: see added page Countersigned at Corpus Christi, Policy 90 — Texas Form T - 1 (Rev. 1983) 035-0-090-4220/5 Litho in LI SA_ Texas THIS POLICY IS INVALID UNLESS THE COVER AND LAWYERS TITLE SERVICES, INC. WANDA E. MILES EXECUTIVE VICE PRESIDENT u horized Countersignature Page 1 of Schad. A rl........ o,.c.... t.......sow.:hnd f... Ctato Retard of Insurance: of Tex Owner Policy No. 90-00-24855( F#7457-WM C Lawyers Title Insurance Corporation Page: A-2 THE SURFACE ESTATE ONLY in and to Lots One (1), Two (2), Three (3), Four (4), Five (5), Six (6), Seven (7), Eight (8), Nine (9), Ten (10), Eleven (11), and Twelve (12), Block E, BROOKLYN ADDITION of the City of Corpus Christi, Nueces County, Texas as shown by the map or plat thereof, recorded at Volume A, Pages 30-32, Map Records, Nueces County, Texas, and being described by metes and bounds as follows: A tract of land out of Block E, Brooklyn Addition, a map of which is recorded in Volume A, Page 32 of the Map Records of Nueces County, Texas and further described by metes and bounds as follows: BEGINNING at a 5/8" iron rod set in the southeast right-of-way line of North Shoreline Boulevard at its point of intersection with the Northeast right-of-way line of a portion of Canal Avenue closed by City of Corpus Christi, Texas, Ordinance No. 17139 for the Westernmost corner of said Block "E" and of this tract; THENCE along said Southeast right-of-way line of North Shoreline Boulevard N 32 degrees 00' 00" E 300.00 feet to a 5/8" iron rod set for the Northernmost corner of this tract and of said Block'E and being at the point of intersection of said Southeast right-of-way line of North Shoreline Boulevard and the Southwest right-of-way line of a portion of Bennett Street closed, by City of Corpus Christi, Texas, Ordinance No. 16703; THENCE along said Southwest right-of-way line of Bennett Street S 58 degrees 00' 00" E at 220.47 feet pass a 5/8" iron rod set for a reference point, in all a distance of 250.27 feet to a point in the shoreline of Corpus Christi Bay at the 0.7' MSL contour line; THENCE along meanders of said shoreline of Corpus Christi Bay being the 0.7' MSL contour line to points as follows: S 42 degrees 09' 34" W S 33 degrees 29' 22" W S 34 degrees 44' 53" W S 33 degrees 43' 06" W S 76 degrees 11' 11" W S 43 degrees 18' 36" W 50.80' 50.02' 50.06' 50.02' 69.73' and 50.99' to a point for the Southernmost corner of this tract and said Block "E" and being in said Northeast right-of-way line of Canal Avenue; THENCE along said Northeast right-of-way line of Canal Avenue N 58 degrees 00' 00" W at 20.00 feet pass a 5/8" iron rod set for reference point, in all a distance of 177.51 feet to the POINT OF BEGINNING. r+,Ill 1s 1 A,1.+1 T uyers Title Insura(e Corporation CASE NUMBER DATE OF POLICY GF#7457-WM 4-10-86 THIS POLICY NUMBER SHOWN ON THIS SCHEDULE MUST AGREE WITH THE PREPRINTED NUMBER ON THE COVER SHEET OWNE )L'ICY OF TITLE INSURANCE POLICY NUMBER 90-00-248556 Schedule B This policy is subject to the Conditions and Stipulations hereof, the terms and conditions of the leases or easements insured, if any, shown in Schedule A, and to the following matters which are additional exceptions from the coverage of this Policy: 1. The following restrictive covenants of record itemized below (the Company must either insert specific recording data or state "None of record"): None of record. 2. Any cf123tre/50-1,e- shortages in area #i as a s a r Pi g • r> Z4'z1.y 3. Taxes for the year 19 86 and subsequent years, and subsequent assessments for prior years due to change in land usage or ownership. 4. The following lien(s) and all terms, provisions and conditions of the instrument(s) creating or evidencing said lien(s): Vendor's Lien retained in Deed dated April 9, 1986, from Wayne A. Johnson and Wayne A. Johnson, II to Corpus Christi Aquarium Association, securing payment of one certain promissory note of even date therewith in the principal sum of $2,600,000.00, bearing interest and payable as therein stipulated to the order of American National Bank - Corpus Christi, and being further secured by a Deed of Trust of even date therewith to Al Jones, Trustee. Said Deed and Deed of Trust were filed for record in the office of the County Clerk of Nueces County, Texas, under Clerk's File Nos. 485512 and 485513, respectively on April 10, 1986. Title to all oil, gas and minerals and other elements not constituting part of the Surface Estate in the above described property together with all rights, privileges and immunities relating thereto. Any changes in the boundary lines of the above property caused by erosion from the actions of the waters of Corpus Christi Bay. Oil and Gas Lease dated July 12, 1965 executed by Nueces County Navigation District No. 1 to Kelly Bell, recorded under Clerk's File No. 695933, and at Volume 222, Page 182, Oil and Gas Records, Nueces County, Texas and all instruments thereunder. Policy 90 — Texas Form T - 1 (Rev. 1983; 035-0-090-4222/5 Litho in U.S.A. Page 1 of Sched. B Owner Policy - Form orescribed by State Board of Insurance of Texas �a users Title Insurance Corporation 90-00-248557 Owner Polic OF TITLE INSURANCE Policy 90 - Texas Form T-1 Rev. 1985 035-0-090-4226/4 Cover Sheet Ovvner Policy -Form prescribed by State Board of Insurance of Texas I vers Title Insurance (grporation POST OFFICE BOX 50159 DALLAS, TEXAS 75250 Policy 90 - Texas Form T-1 Rev. 1985 035-0-090-4226/4 Cover Sheet Ovvner Policy -Form prescribed by State Board of Insurance of Texas 1 POLICY NUMBER C ' ER POLICY. 32 COUNTYTV TYPE [60 —00-248557 4 POLICY AMOUNT SREMIUM ATE CODE 7 EFFECTIVE DATE 8 SURVEY AMENDMENT 9 ADDITIO AL CHAINS CI 2 3 355 $400,000.00 $2,061.00 1200/0500 6 4-10-86 309.15 9 Lawyers Title Insurance Corporation CASE NUMBER DATE OF POLICY AMOUNT OF INSURANCE GF#7457—WM 4-10-86 $400,000.00 Schedule A Name of Insured: CORPUS CHRISTI AQUARIUM ASSOCIATION THE POLICY NUMBER SHOWN ON THIS SCHEDULE MUST AGREE WITH THE PREPRINTED NUMBER ON THE COVER f 90-00-248557 OWNER POLICY OF TITLE INSURANCE POLICY NUMBER 1. The estate or interest in the land insured by this policy is (fee simple, leasehold, easement, etc., -identify or describe) FEE SIMPLE 2. The land referred to in this policy is described as follows: Lots One Hundred Forty—Two (142), One Hundred Forty—Three (143), One Hundred Forty— Four (144) and One Hundred Forty—Five (145), all in Block F, CORPUS BEACH HOTEL ADDITION, a Subdivision of the City of Corpus Christi, Nueces County, Texas, as shown by the map or plat thereof, recorded in Volume 1, Page 51, Map Records, Nueces County, Texas. Countersigned at Corpus Christi, Policy 90 — Texas Form T - 1 (Rev. 1983) 035-0-090-4220/5 Litho in U.S.A. Texas LAWYERS TITLE SERVICES, INC. WANDA E. MILES, EXEC. VICE PRESIDEN Authorized Countersignature THIS POLICY IS INVALID Page 1 of Sched. A UNLESS THE COVER AND _ _..__... .. . -._ .._. _..__ nwnor Pnlir.. - E.r.....rncrriwuA w., Cram rinn.rl .d Inenranra of TeYa 3wyers. Title Insura ';e Corpor&icn CASE NUMBER DATE OF POLICY GF#7457-WM 4-10-86 Schedule B C THIS POLICY NUMBER SHOWN ON THIS SCHEDULE MUST AGREE WITH THE PREPRINTED << NUMBER ON THE COVER SHEET 9 OWNE )LICY OF TITLE INSURANCE POLICY NUMBER 90-00-248557 This policy is subject to the Conditions and Stipulations hereof, the terms and conditions of the leases or easements insured, if any, shown in Schedule A, and to the following matters which are additional exceptions from the coverage of this Policy: 1. The following restrictive covenants of record itemized below (the Company must either insert specific recording data or state "None of record"): None of record. 2. Any cks ep its-etmfl;ai-bR9r shortages in area #i s a g vicm 3. Taxes for the year 19 86 and subsequent years, and subsequent assessments for prior years due to change in land usage or ownership. 4. The following lien(s) and all terms, provisions and conditions of the instrument(s) creating or evidencing said lien(s): Deed of Trust dated April 9, 1986, from Corpus Christi Aquarium Association to Al Jones, Trustee, securing payment of one note of even date therewith in the principal sum of $2,600,000.00, bearing interest and payable as therein stipulated to the order of American National Bank - Corpus Christi, filed for record in the office of the County Clerk of Nueces County, Texas, under Clerk's File No. 485513. Title to all oil, gas and minerals and other elements not constituting part of the Surface Estate in the above described property together with all rights,privileges and immunities relating thereto. Any changes in the boundary lines of the above property caused by erosion from the actions of the waters of Corpus Christi Bay. Oil and Gas Lease dated July 12, 1965 executed by Nueces County Navigation District No. 1 to Kelly Bell, recorded under Clerk's File No. 695933, and at Volume 222, Page 182, Oil and Gas Records, Nueces County, Texas, and all instruments thereunder. Page 1 of Sched. B Policy 90 — Texas Form T - 1 (Rev. 1983; 035-0-090-4222/5 Litho in U.S.A. Owner Policy - Form prescribed by State Board of Insurance of Texas ORDINANCE 020257 DATED 19880329 ALSO INCLUDES A LARGE DRAWING EXHIBIT F THAT IS TOO LARGE TO COPY That the foregoing ordinance was second reading on this the /(o day of �r'-c following vote: read forthI_ first .�J Betty N. Turner David Berlanga, Sr. Leo Guerrero Clif Moss time Bill Pruet Mary Rhodes Frank Schwing, Jr. Mary Pat Slavik Linda Strong and passed to its , 19 gg , by the Ity That the foregoing ordinance as read for - 1-e se and time and passed to its third reading on this the day of %QA6A) , 19 y s , by the following vote: Betty N. Turner David Berlanga, Sr. Leo Guerrero Clif Moss akaent Bill Pruet Mary Rhodes Frank Schwing, Jr. Mary Pat Slavik Linda Strong atif cm-) That the foregoing ordinance was read for th_third time and passed finally on this the fl day of fAljt0 /l , 19 , by the following vote: Betty N. Turner Bill Pruet David Berlanga, Sr. Mary Rhodes Leo Guerrero Frank Schwing, Jr. Clif Moss Mary Pat Slavik Linda Strong PASSED AND APPROVED, this the 0 day of k(027/76 ATT City Secretary MAY R THE CI OF CORPUS CHRISTI, TEXAS APP OVED: DAY OF , 19 HAL GEORGE, CITY ATTORNEY By . R• ar -, As tant City Atto 99.044.01 20257 of Texas, . Coun ..._.,r Gia .. Before tic, the undersigned, ned, i'To :at' -r Publio, this day personalne Deanne D. PiAmC , who being first duly sworn, according to law, says thatvhe is a Senior AcC__rtilg Clerk 7f the Corpus Christi Caller - Times, ride1imes, a daily newspaper published sublihd at Corpus orpus Christi iiis i insaid cid Count° and State, generally circulated in Aransas, Bee, Brooks, Cameron, Duval, Hidalgo, Jim Hogg, Jim Wells, Karnes, 1'ryt jt 11fi'ri, Live Oak, Refugio, San Patricio, and Victoria Counties, and that the publication of "NOTICE nF PASSAGE OF ORDINANCE ON SECOND READING" which the arLrii✓xed is .t true copy, was published in t.cie Corpus Christi Caller -Times on the 13 day of March 1988 , and €: _:}.L foci'? there- - . NOTICE OF PASSAGE OF ORDINANCE ON SLCOND READING AUTHORIZING THE EXECU- TION OF -A LEASE AGREEMENT WITH THE _ LeiLitc TEXAS STATE AQUARIUM nior € t u`'nti-- Clerk ASSOCIATION, ATexas Non- profit Corporation. The lease provides that City will lease to Association 3.16 acres o1 land and 4.043 acres of sub- merged lands; more or less, and improvements thereon, near the south end of Corpus Christi Beach abutting Corpus Christi Bay. The lease shall be for twenty years from date of closing of a Purchase Agree- ment described in the lease after, completion of the Aqua.'ium building, except that the submerged lands shall be leased for five years. The purpose of the lease is to provide a site for the Texas State Aquarium. In consider- ation of the lease, Aquarium will convey to City 3.29 acres of land, more or less, .at the south end of Corpus Christi Beach abutting Corpus Christi Bay (0.30 acres thereof being • _ in exchange for 0.23 acres of City land); will convey to Cit a non-exclusive easement o 0.84 acres, more or less; wi design and construct a Texa State Aquarium facility on th leased premises according t plans approved by City; w convey said Aquarium facilit teaCity ,yLntg.p, eratte the prem after for one consecutive, day(el) one Times 31,65 L}ed and sw r n .'f,'.. before me this 17th th day of Marc .. C. Eugeitic3 t2S. Cortez Notary Public, Nueces Coun ', Texas My commission expires on 6.30 89 4(100, uses as the Texas Sete Aquarium for the public bene- fit; wi I provide funding of building construction costs in excess of $10,000,000; will provide insurance coverages; and will perform incidental covenants as specified in the lease. City will pay a purchase price for the land (exclusive of the exchange property) and the Aquarium building of $10,000,000 in public funds. Copies of the full text of the ordinance approving the lease, with specific descrip- tions of the property involved and all provisions thereof, may be obtained at no charge from the City Secretary. Was passed and approved on seLond reading by the City Council of the City of Corpus Christi, Texas on the 8th day of March, 1988. /s/ Armando Chapa PUBLISHER'S AFFIDAVIT State of Texas. I CITY OF C C County of Nueces l se: Ad # 71848 Before me. the undersigned, a Notary Public, this day personally came Iris Yap, who being first duly sworn, according to law, says that she is a Senior Accounting Clerk of the Corpus Christi Caller - Times, a daily newspaper published at Corpus Christi in said County and State, generally circulated in Aransas, Bee, Brooks, Cameron, Duval, Hidalgo, Jim Hogg, Jim Wells, Karnes, Kenedy, Kleberg, Live Oak, Refugio, San Patricio, and Victoria Counties, and that the publication of NOTICE OF PASSAGE OF ORDINANCE ON of which the annexed is a true copy, was published in the Corpus Christi Caller -Times on the 21ST day of FEB. ,1988 and each day there- after for consecutive day(s) 1 Times $74.75 Senior Accounting Clerk Subscribed and sworn to before me this 26th day of FEBRUARY ,1988 E`3GEN I A V CORTEZ Notary Public, Nueces County, Texas My commission expires on 6.80.89 NOTICE OF PASSAGE OF ORDINANCE ON FIRST READING AUTHORIZING -THE EXECU- ' TION OF A LEASE AGREEMENT WITH THE TEXAS STATE AQUARIUM ASSOCIATION, A Texas Non- profit Corporation. The lease provides that City will lease to; Associpt en 3.16 acres of land and •4..043 acres of sub- merged lands, more or less, and improvements thereon, near the south end of Corpus Christi Beach abutting Corpus Christi Bay. The lease shall be for twenty years from date of closing as specified in the Agreement, except that the submerged lands shall be leased for five years. the pur- pose of the lease is to provide a site for the Texas State Aquarium. In consideration of the lease, Aquarium will con- vey to City 3.15 acres of land, more or less, at the south end of Corpus Christi Beach abutting Corpus Christi Bay f0.30 acres thereof being in exchange for 0.23 acres of City land); will convey to City a nen-exclusive easement cf 0.84 acres, more or less; will design and construct a Texa State Aquarium facility on the leased premises according to plans approved by City; will operate .the premises as the Texas State Aquarium for the public benefit; will provide funding of building construc- tion costs in excess of $10,000,000; will provide in- ' surance coverages; and will ,' perform incidental covenants as specified in the lease. City will prov:de $10,000,000 in public funds for the project. Copies of the full text of the ordinance approving. the lease, with specific descrip- tions of the property involved and all provisions thereof, may be obtained at no charge from the City Secretary. Was passed and approved on first reading by the City Council of the City of Corpus Christi, Texas on the 16th day of February, 1988. /s/ Armando Chapa City Secretary Corpus Christi, Texas UBLISHFR`S AFFIDAVIT State of Texas, ] City of C C County of Nueces ] ss: Ad # 10845 Before me, the undersigned, a Notary Public, this day personally came Deanne D. Palmer, who being first duly sworn, according to law, says that she is a Senior Accounting Clerk of the Corpus Christi Caller - Times, a daily newspaper published at Corpus Christi in said County and State, generally circulated in Aransas, Bee, Brooks, Cameron, Duval, Hidalgo, Jim Hogg, Jim Wells, Karnes, Kenedy, Kleberg, Live Oak, Nueces, Refuio, San Patricia and Victoria Counties, and that the publication of "NOTICE OF PASSAGE OF ORDINANCE NO. 20257" of which the annexed is a true copy, was published in the Corpus Christi Caller -Times on the 3 day o+ April 1988 , and each day thereafter for one consecutive day(s). one Times S-nior Accounting Clerk ore me this 5 day of April, Edna Koster Notary Public, s County, Texas My commission expires on11.30.88 1988. NOTICE OF PASSAGE OF ORDINANCE NO. 20257 AUTHORIVNG THE EXECU- TION OF A LEASE AGREEMENT WITH THE TEXAS STATE AQUARIUM ASSOCIATION, A Texas Non- profit Corporation. The lease provides that the City will lease to Association 3.02 acres of land and 4.043 acres of submerged lands, more or less, and improvements thereon, near_the south end of Corpus Christi Bea& abutting Corp. i,Christi Bay. the.lease she!: be for twenty years 'morn date of closing cit a Purchase Agreement described in the lease after completion of the Aquarium building, except that the submerged lands shall be leased for five years. The purpose of the lease is to provide a site for the Texas State Aquarium. In consider- ation of the lease, Aquarium will convey to City 3.15 acres of land, more or less, at the south end of Corpus Christi Beach abutting Corpus Christi Bay (0.30 acres thereof being in exchange for 0.23 acres of City land); will convey to City a non-exclusive easement of 0.84 acres; more or less; will design and construct a Texas State Aquarium facility on the leased premises according to plans approved by City; will convey said Aquarium facility - to City; will operate the prem- ises as the Texas State Aquarium for the public bene- fit; will provide funding of building construction costs in excess of $10,000,000; will provide insurance coverages; and will perform incidental covenants as specified in the lease: City will pay a purchase price for the land (exclusive of the exchange property) and the Aquarium building of $10,000,000 in public funds. C.wies of the full text of the ordinance approving the lease, with specific descrip- tions of the property involved and all provisions thereof, may be obtained at no charge from the City Secretary. Was passed and approved on third reading by the City Council of the City of Corpus Christi, Texas on the 29th day /s/ Armando Chapa City Secretary