HomeMy WebLinkAbout026920 ORD - 08/22/2006AN ORDINANCE
AUTHORIZING THE CITY MANAGER TO EXECUTE A REAL ESTATE
OPTION AGREEMENT WITH SCANNELL DEVELOPMENT COMPANY OR
ITS SUBSIDIARY IN CONSIDERATION OF $1.00 OPTION FEE FOR THE
FIRST OPTION PERIOD OF NINE (9) MONTHS, $20,000 FOR NEXT
SUCCESSIVE TWELVE (12) MONTHS AND $20,000 FOR NEXT
SUCCESSIVE TWELVE (12) MONTH PERIOD, TO LEASE ALL OR PART
OF APPROXIMATELY 56 ACRES OF LAND IN PHASE I OF THE CORPUS
CHRISTI INTERNATIONAL AIRPORT BUSINESS CENTRE (STATE HWY
44 WEST OF INTERNATIONAL DRIVE NORTH OF GLASSON AND EAST
OF PINSON ROAD) AT ANNUAL RATE OF TWENTY -FIVE CENTS PER
SQUARE FOOT FOR PROPERTY WHICH FRONTS INTERNATIONAL
DRIVE, AND ANNUAL RATE OF FIFTEEN CENTS PER SQUARE FOOT
FOR ALL OTHER PROPERTY, TO BE INCREASED EVERY FIVE YEARS
BY 7.5 %, FOR A TERM OF FORTY YEARS WITH TWO SUCCESSIVE
FIVE YEAR OPTIONS TO RENEW; AND PROVIDING FOR PUBLICATION.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS, THAT:
SECTION 1. The City Manager, or his designee, is authorized to execute a real estate
opon agreement with Scannell Development Company or its subsidiary in
consideration of $1.00 option fee for the first option period of nine (9) months, $20,000
for next successive twelve (12) months and $20,000 for next successive twelve (12)
month period to lease all or part of approximately 56 acres of land in Phase I of the
Corpus Christi International Airport Business Centre (State HWY 44 west of
International Drive north of Glasson and east of Pinson Road) for a term of forty years
with two successive five year options to renew. Rent shall be twenty -five cents per year
per square foot for property which fronts International Drive, and fifteen cents per year
per square foot for all other property. The Real Estate Option Agreement shall be in
substantially the same format and content as attached in Exhibit "A ".
SECTION 2. Publication will be made in the official publication of the City of Corpus Christi
as required by the City Charter of the City of Corpus Christi.
Airport Scannell.doc
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That the fore oing ordinance as r-ad for the first time and passed to its second reading
on this they of ! , 2006 for the following vote:
Henry Garrett
Brant Chesney
John E. Marez
Melody Cooper
Jerry Garcia
Bill KeIIy
Rex A. Kinnison
Jesse Noyola
Mark Scott
That the foregping or inance was read for the second time and passed finally on this the
day of of
Henry Garrett
Brent Chesney
John E. Marez
Melody Cooper
Jerry Garcia
2006, by the following vote:
Bill KeIIy
Rex A. Kinnison
Jesse Noyola 14/341(44,
Mark Scott
APPROVED AND PASSED on this - day of
ATTEST:
Armando Chapa, City + : cretary - my Garr- Mayor
APPROVED: July 20, 2006
Lisle Aguilar
Aseistant City Attorney
For City Attorney
AIRPORT SC: ANNELL doc.11a
, 2006.
REAL ESTATE OPTION AGREEMENT
THIS REAL ESTATE OPTION AGREEMENT (the "Agreement ") is made as of the day
of 2006 ( "Agreement Date ") by and between the City of Corpus Christi ( "Owner "), and
SCANNELL DEVELOPMENT COMPANY. an Indiana corporation ('`Grantee ").
In consideration of the mutual covenants and agreements hereinafter set forth, Grantee desires to
obtain from Owner and Owner desires to grant to Grantee an option to lease all or part of approximately
5' acres of land located in Phase I, of the Corpus Christi International Airport International Business
Centre. The actual site is south of State Hwy 44, west of International Drive, north of Glasson, and east of
Pinson Road, certain real estate located in Nueces County, Corpus Christi, TX, together with any
improvements located thereon. as more specifically described on Exhibit A attached hereto (the "Real
Estate ") upon the following terms and conditions:
1. Option and Consideration. Owner hereby grants to Grantee an exclusive and irrevocable
right and option to lease all or portions of the Real Estate for the price and subject to the terms and
conditions set forth herein (each such exercise by Grantee being referred to herein as an "Option" or the
"Option "). Grantee may not sublease the Real Estate to a current or potential tenant of the Corpus Christi
International Airport. A listing of current tenants and potential tenants shall be provided to Grantee upon
the execution of this Agreement and upon execution of the Lease. Grantee's exclusive right to exercise
the Option shall begin as the Agreement Date and shall continue from the date of City Council approval,
which is and continue for a period of thirty -three (33) months thereafter) (the "Option
Period "). Grantee shall exercise an Option by giving written notice thereof to Owner by depositing said
notice in the t.S. Mail (certified, return receipt requested) or by commercial overnight delivery service,
or by hand delivery, facsimile or electronic mail, at or before midnight on the last day of the Option
Period. In consideration for such Option, Grantee has deposited with Chicago Title Insurance Company
(the "Title Company ") funds in the total amount of One Dollar (S1.00) (the "First Option Fee "), which
shall be the only deposit necessary for the first nine (9) months of the Option Period, beginning on the
Option Period Trigger Date (the "First Period "). If the Grantee has not exercised its Option for the entire
Real Estate by the expiration :If the First Period, Grantee shall deposit an additional amount of Twenty
Thousand Dollars ($20,000.00) to the Title Company. which amount will become the Option Fee
necessary for the next successive 12 months (the "Second Period "), and if the Grantee has not exercised
its Option for the entire Real Estate by the expiration of the Second Period, Grantee shall deposit an
additional amount of Twenty Thousand Dollars ($20.000.00) to the Title Company, which will become
the Option fee necessary for the next successive 12 months (the "Third Period "). Fifty percent (50 %) of
the Option Fee will be applied as a credit against the Rent (defined below) in the event Grantee exercises
an Option; otherwise, if Grantee has not exercised an Option, and the failure to exercise an Option or
close on a Lease is not due to an Owner's failure to perform a condition precedent, the Option Fee shall
be immediately delivered to Owner. In such an event. Owner shall retain the Option Fee as liquidated
damages and Owner waives any claim for damages at law or in equity and waives any claim for specific
performance and agrees that such liquidated damages shall be Owner's sole remedy at law or in equity.
t pun expiration or termination of the Option Period, Grantee shall have no further right or Option under
this Agreement.
2. Lease Execution. If an Option is exercised by the Grantee in accordance with the terms
and conditions set forth herein. a mutually acceptable document, substantially in the form attached hereto
as Exhibit B for the portion of the Real Estate for which the Option has been exercised, (the "Leased Real
CLEAN Scannell Option Agreement -Cit■ of( orpus ('hnst+ 7-2o 06 [K)C
Estate "), shall be executed by the parties in a timely fashion after the said Option is exercised (a "Lease ").
Possession of the Leased Real Estate shall be delivered to Grantee simultaneously with the Lease
execution. Owner shall execute and deliver to Grantee such documents or instruments as may be
reasonably necessary or appropriate to evidence the execution of the Lease.
3. Lease Terms. The term of the Lease for the Leased Real Estate shall be forty (40) years,
with up to two (2) five (5) -year non - automatic options to extend the term with terms to be negotiated at
the time of each renewal. The Rent for the Leased Real Estate shall be fifteen cents ($0.15) per year,
times the square footage of the Leased Real Estate, as determined by the Survey, net of square footage
located within any rights -of -way. roads. easements, ditches, wetlands, or other physical or legal
impediments to the full use of the Leased Real Estate ( "Rent "). However, any parcels leased with frontage
on International Drive which shall be leased at a rate of twenty -five cents ($0.25) per year times the
square footage of the Leased Real Estate. Rent shall be paid in monthly installments, beginning on the
first day of the month immediately following the execution of the Lease. Rent shall increase7.5% every
five (5) years from Commencement Date of each Supplemental Lease.
4. Site Condition. Owner shall deliver the Real Estate fully improved, with all utilities and
access roads in place. Owner further warrants the Real Estate to be environmentally clean condition and
in compliance with all applicable environmental laws; and zoned for office, warehouse /distribution
development. Owner will provide to Grantee any information it has with regards to environmental reports
& geotechnical /soils reports within ten (10) days following the execution of this Agreement.
5. Survey and Title. A commitment for and Owner's Policy of Title Insurance, an ALTA and
a Topographical Survey ( "Survey ") will be provided by Owner to Grantee, within forty -five (45) days
following the execution of this Agreement. Grantee shall have thirty (30) days in which to review and
either accept the status of title and the Survey or make an objection to Owner, and Owner shall have forty -
five (45) days in which to remove or otherwise correct the objection to Grantee's satisfaction. Further,
upon the exercise of an Option, Owner shall provide an updated Survey and Title Commitment for the
Leased Real Estate, and the same review and objection procedure shall apply.
6. Taxes. At each Lease execution, Owner shall pay all taxes and assessments relating to the
Leased Real Estate that have accrued and are due and payable prior to and on the date of the Lease
signing. Grantee shall pay all taxes and assessments related to the Real Estate due and payable after the
Lease execution. Any and all transfer or conveyance taxes and all recording fees shall be paid by the
Owner.
7. Owner's Representations. There are no existing violations of zoning ordinances or of
other governmental laws or restrictions applicable to the Real Estate. The Owner holds marketable fee
simple title to the Real Estate and has not entered into any other agreement for the lease, purchase or sale
of the Real Estate and is not bound by any law, statute, agreement or indenture that would prevent Owner
from complying with its obligations under this Agreement. The Owner has taken, or will take, all
required action necessary to enter into this Agreement, grant the Option and enter into Lease(s) of the
Real Estate. The person signing this Agreement on behalf of Owner has been duly authorized to do so,
and upon execution, this Agreement shall he the valid, duly binding obligation of Owner, enforceable
with its terms. There are no brokers' commissions due by reason of this Agreement or any transaction
contemplated hereby.
8. Conditions Precedent. The exercise of any Option and entry into any Lease by Grantee is
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subject to the satisfaction of the following conditions precedent: (a) that the Survey and Title
Commitment reveal no matters or exceptions which are objectionable to Grantee, in its sole discretion;
(b) the Real Estate is finally and unconditionally zoned for Grantee's intended use of the Real Estate as
ll imited by Section 9. and all permits for the Grantee's intended use of the Real Estate have been obtained
by Grantee: (c) that the physical condition of the Real Estate, as reported by Owner or tested and
inspected by Grantee is suitable to Grantee, as determined solely by Grantee; (d) that the environmental
condition of the Real Estate, as reported by Owner or tested and inspected by Grantee is acceptable to
Grantee, as determined solely by Grantee; (e) all required infrastructure has been completed by Owner as
required herein to Grantee's satisfaction: (t) all utilities deemed necessary or desirable for Grantee's
intended use of the Real Estate are available at the Real Estate at such locations and in such quantities as
are satisfactory to Grantee; (g) Grantee has secured a sublease for the Leased Real Estate upon such terms
which are satisfactory to Grantee in its sole discretion; (h) development within the site will be located on
sites which are mutually agreed upon by Grantee and Owner; and (i) all of Owner's representations and
warranties remain true and correct. In the event of the failure of one or more of any of these conditions
precedent, at any time prior to the execution of a Lease, the Grantee, at its option, (i) may terminate the
Option as to the Leased Real Estate or the entire (remaining) Real Estate, (ii) may make the objection in
writing to Owner, which shall have sixty (60) days in which to cure said objection, or (iii) may waive any
objection and proceed to enter into the Lease. If Grantee terminates the Option as to the Leased Real
Estate but not the entire (remaining) Real Estate, this Agreement and the Option shall survive, and any
Option Fee shall remain with the Title Company. In the event Grantee terminates the Option as to the
entire (remaining) Real Estate due to failure of Owner to comply with conditions herein, then this
Agreement shall terminate, and any portion of the Option Fee remaining with the Title Company shall be
paid over to Grantee. At the termination of this agreement, Grantee shall turn over all studies and data
gathered for the purpose of development of the site including marketing data as well as any engineering
or architectural drawings, soil samplings. environmental studies, appraisals, proformas, surveys, and
construction cost estimates.
9, Permitted Uses: No Building, structure, or land shall be used for any purpose other than
the following, or any combination thereof. and such uses shall satisfy the standards set forth is this
Declaration
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a, General permitted industrial classifications are as follows: research and light
industry. industrial support, and medium and heavy industry, warehousing, and
wholesaling.
b Administrative, retail. and professional office use shall be permitted.
Prohibited Uses: The following uses shall not be permitted on the Leased Premises
at any time: activities not allowed in City Of Corpus Christi Zoning Ordinance
Classification 1 -3, junkyards; mining and quarrying; dumping, disposal,
incineration, or reduction of garbage, sewage, offal, dead animals, or refuse; fat
rendering, stockyards or slaughtering of animals; smelting of iron, tin, zinc, or
other ores; large animal raising, sexually oriented business establishments, any
establishment that derives more than fifty (50) percent of its gross receipts from the
sale of alcohol, advertisement signage excluding Lessor approved tenant signage
and Lessor approved Lessee marketing signage, and paid public parking facilities.
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Approval of Uses: Certain industrial uses may neither be specifically prohibited nor
specifically permitted. In these cases. approval in writing of the use must be
obtained from the Owner prior to approval of plans and specifications for
construction of the facility.
10. Assignment. This Agreement may be assigned by the Grantee by obtaining the written
consent of the Owner which shall not be unreasonably withheld. The Owner shall not be permitted to
assign this Agreement without the written consent to the Grantee which may be withheld in the Grantee's
sole and absolute discretion.
11. Authority. The persons executing this Agreement on behalf of Owner are duly elected or
appointed representatives of Owner and have been fully empowered by proper ordinance of the Owner to
execute and deliver this Agreement.
12. Cooperation. The Owner will cooperate with Grantee in providing information about the
Real Estate and grants to Grantee the right to go on the Real Estate to perform such tests and inspections
as Grantee determines to be necessary. The Owner will execute all documents reasonable necessary to
consummate the transaction contemplated in this Agreement.
13. Miscellaneous. This Agreement may be executed in counterparts, each of which shall be
deemed to he an original. and all of which when taken together shall constitute one and the same
instrument. At the request of either party, a Memorandum of this Agreement shall be prepared and
executed by the parties. which shall be recorded in the appropriate government office in the County where
the Real Estate is located. Time is of the essence of this Agreement. The risk of loss of all (or a portion
of the Real Estate) shall be on Owner until such time that such Real Estate is leased.
EXECUTED, the day and year first above written.
CITY OF CORPUS CHRISTI.
SCANNELL DEVELOPMENT COMPANY,
a(11) an Indiana corporation
Bv.
Printed: George K. Noe
Title: City Manager
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By:
Printed:
Title:
4
EXHIBIT A
INTERNATIONAL BUSINESS CENTRE
$TATS HWY 44
i AND AREA N T P CEL 4
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INTERNATIONAL BUSINESS CENTRE # ,, 9 ( ' I 7 r
Total Land Area Available- Approx. +i- 57.0 Acres
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EXHIBIT A
REAL ESTATE
5
EXHIBIT B
GENERAL TERMS AND CONDITIONS AGREEMENT
(to Supplemental Leases)
This General Terms and Conditions Agreement (to Supplemental Leases) "GTCA" is made and
entered into as of 200(the "Effective Date "), between the City of Corpus Christi, a
political subdivision of the State of Texas ( "Lessor "), and Scannell Development Company, an Indiana
corporation (together with its successors and assigns "Lessee "), with respect to the following facts, and is
as follows:
A.
B.
D.
RECITALS
Lessor is the owner of approximately acres of land located in the City of
Corpus Christi. County of Nueces, Texas more particularly described in Exhibit A
attached hereto and incorporated herein (the "Land ").
Lessor intends to Lease from time to time its ownership interest in all or part the
Land to Lessee to permit Lessee to construct and own buildings and other structures and
improvements (the "Improvements ") on the Leased Premises as defined below at Lessee's
sole cost, expense and risk. The lease of all or part of the Land shall be evidenced by
Supplemental Leases executed by and between Lessor and Lesssee, similar in form and
substance to the Short term and Long term Supplemental Leases attached hereto as Exhibit
B.
The Improvements together with the Land are on occasion collectively referred to
as the "Property ". The "Leased Premises" shall consist of the Property leased and demised
under any Supplemental Lease.
Lessor and Lessee desire to create hereby a GTCA under which Lessor and Lessee shall
have the right to enter into Supplemental Leases for all or part of the Property, which
Supplemental Leases shall be operative pursuant to the terms, covenants and conditions
hereof. It is specifically agreed and understood that any Supplemental Lease executed by
and between Lessor and Lessee shall be governed by and subject to all of the terms,
.. ovenants and conditions hereof as if set out verbatim in any Supplemental Lease.
1. BASIC TERMS
1.1 This Section 1 contains the Basic Terms of the GTCA between the Lessor and Lessee
named below. Other Sections of the GTCA referred to in this Section 1 explain and define the Basic
Terms and are to be read in conjunction with the Basic Terms.
Address of Lessee:
Scannell Development Company
800 East 96th Street, Suite 175
Indianapolis, IN 46240
Attn: Douglas L. Snyder
Telephone No: (317) 843 -5959
6
Address of Lessor:
Facsimile No: (317) 843 -5957
With a copy to:
James C. Carlino, Esq.
General Counsel
Scannell Development Company
800 East 96th Street, Suite 175
Indianapolis, IN 46240
Corpus Christi International Airport
1000 International Drive
Corpus Christi, Texas 78406
Attn: Dave Hamrick , Director of Aviation
Telephone No.: (_361 J 289_- 0171
Facsimile No.: ( 361 j _298 - 0251
1.2 Land: All of Lessor's undivided interest in the Land.
1.3 Lease Term: The short term Supplemental Lease has a one (1) year term which shall be
superceded by a forty (40) years and zero (0)months Long term Supplemental Lease
beginning on the sixty -first (61st) day after final City Council approval (Commencement
Date) (the "Initial Term ") (See Section 2.2) or such other date as is specified in the Long
term Supplemental Lease executed by and between Lessor and Lessee, and ending on the
Expiration Date (See Section 2.2), ( "Lease Term ").
1.4 Options To Extend: Two (2) successive five (5) year non - automatic options to extend
Lease Term with terms to be negotiated at time of each renewal. (See Section 2.3)
1.5 Permitted Uses: No Building, structure, or land shall be used for any purpose other than
the following, or any combination thereof, and such uses shall satisfy the standards set
forth is this Declaration:
a. General permitted industrial classifications are as follows: research and light
industry industrial support, and medium and heavy industry, warehousing, and
wholesal ing.
b. Administrative, retail, and professional office use shall be permitted.
1.5.1 Prohibited Uses: The following uses shall not be permitted on the Leased Premises
at any time: activities not allowed in City Of Corpus Christi Zoning Ordinance
Classification 1 -3, junkyards; mining and quarrying; dumping, disposal,
incineration, or reduction of garbage, sewage, offal, dead animals, or refuse; fat
rendering, stockyards or slaughtering of animals; smelting of iron, tin, zinc, or
other ores; large animal raising, sexually oriented business establishments, any
establishment that derives more than fifty (50) percent of its gross receipts from the
sale of alcohol, advertisement signage excluding Lessor approved tenant signage
and Lessor approved Lessee marketing signage, and paid public parking facilities.
1.5? Approval of Uses: Certain industrial uses may neither be specifically prohibited nor
specifically permitted. In these cases, approval in writing of the use must be
obtained from the Lessor prior to approval of plans and specifications for
construction of the facility.
1.5.3 Performance Standards: The Leased Premises shall not be used or occupied in any
manner so as to create any dangerous, injurious, noxious, or otherwise
objectionable conditions that may materially and adversely affect any other lots,
including but not limited to:
Hazardous activities
Vibration or shock
Noise
Smoke, dust, odor, or other forms of air pollution
lleat or glare
Electronic or radio interference
Illumination
Liquid or solid refuse or waste
Other substance, condition, or element in such amount as to affect the
surrounding area or adjoining premises.
1.6 initial Deposit: $ N/A (See Section 3.2, below)
1.7 Rent and Other Charges Payable by Lessee:
1.7.1 Annual Base Rent. The annual base rent (the "Base Rent ") as outlined below shall be
paid by the Lessee to Lessor in equal monthly amounts from the Commencement
Date, as defined below, through the end of the Lease Term as set forth in Section
1.4
"Period
AlUMW Base Rent
Years 1 -10
Years 11-20
Years 21 -30
Years 31 -40
Extension Period 1
Pursuant to terms in Section 2.3
Extension Period 2
Pursuant to terms in Section 2.3
Rent is paid monthly.
1.7.2 Accrual: Due Date. The Base Rent set forth above shall be paid monthly, in
advance. on the first day of each month, as provided in Section 3.1.
1.8 Riders: The following Riders are attached to and made a part of this GTCA:
Exhibit A Land
R
Exhibit B
Exhibit C
Exhibit D
2 LEASE TERM
Short term Supplemental Lease and Long term Supplemental Lease
Plans & Specifications
Memorandum of Lease
2.1 Lease of Land For Lease Term. Lessor leases the Leased Premises to Lessee and Lessee
leases the Leased Premises from Lessor for the Lease Term. The Lease Term is for the
period stated in Section 1.3 above and shall begin and end on the dates specified in Section
2.2, unless the beginning or end of the Lease Term is changed under any provision of this
GTCA. The term "Commencement Date" shall be the date specified in Section 2.2 unless
advanced or delayed under any other provision of this GTCA.
2.2 Lease Term. Any Supplemental Lease shall commence on the date specified therein (the
"Commencement Date "). and shall run for the term as set forth in Section 1.3 (the "Initial
Term "), subject to earlier termination or cancellation as provided herein. Any
Supplemental Lease shall expire, if not cancelled or terminated earlier in accordance with
its provisions. at 11:59 p.m. local time on the last day of the Lease Term, as extended (the
"Expiration Date ").
2.3 Options To Extend. Lessee shall have, at its option, two (2) successive non - automatic
options to extend the Lease Term, each such option being for a period of five (5) years
(each such period also referred to herein as an "Extension Period "). Lessee shall notify
1_,essor of its intent to exercise the option in writing at least ninety (90) days prior to the
expiration of the Initial Term or Extension Period, as the case may be. Minimum Annual
Rent for each Renewal Term shall be an amount equal to the then current Market Rate, as
hereinafter defined. As used herein, the term "Market Rate" shall mean and refer to the
product of the Per Square Foot Market Rate (as herein defined) times (or the
combined actual square tbotage of the Office Space, Maintenance Space and Plant Space).
For the purposes of this calculation, the term "Per Square Foot Market Rate" will mean and
refer to a per square foot rental rate determined by Landlord, based upon rental rates then
being charged for premises of similar size, of a similar age, and with similar improvements
in Nueces County, Texas, taking into account the then current interest rate climate for
mortgage indebtedness. The Landlord will determine the Per Square Foot Market Rate and
the Market Rate for each Renewal Term, and provide written notice to Tenant of its
determination, within thirty (30) days following Landlord's receipt of the Tenant's notice,
exercising its right to extend the Lease Term for the applicable Renewal Term (herein a
"Market Rate Notice"). If the Tenant does not object to the Market Rate specified in any
such Market Rate Notice. within thirty (30) days following receipt thereof, the Minimum
Annual Rent for the Renewal Term shall be the Market Rate specified in the Market Rate
Notice. If the 1 enant does object to the Market Rate specified in any such Market Rate
Notice, within the thirty (30) day period provided, then Landlord and Tenant shall each
appoint an appraiser qualified to determine Market Rate, and those two appraisers shall
either agree to a joint determination of Market Rate, which shall be binding upon Landlord
and Tenant, or, if they cannot agree, then they shall appoint a third appraiser, whose
determination shall be binding: provided, however. Tenant may withdraw its right to renew
the Lease Terrn within ten ( 10) days after the Tenant's receipt of either the joint
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determination oI Market Rae or the third appraiser's determination of Market Rate, and the
Lease will then expire and terminate as of the end of the Initial Term, or then current
Renewal Term as the case may he.
2.4 Holding Over. Lessee shall vacate the Leased Premises upon the expiration or earlier
termination of the Supplemental Lease. Lessee shall reimburse Lessor for and indemnify
Lessor against all damages which Lessor incurs from Lessee's delay in vacating the Leased
Premises (excluding punitive and /or consequential damages but including all costs
associated with any eviction proceedings initiated by Lessor and together with all
reasonable attorney's fees incurred both at trial and upon any appeal). If Lessee does not
vacate the Leased Premises upon the expiration or earlier termination of the Supplemental
Lease and remains in possession thereof, either itself or through a subtenant, with the
written consent of Lessor, Lessee's occupancy of the Leased Premises shall be a "month -
to- month" tenancy.
3 BASE RENT
3.1 Time and Manner of Payment. Subject to the provisions of this GTCA, Lessee shall pay
Lessor the Base Rent, in advance, without offset, deduction or prior demand on the first
day of each month during the Lease Term. If the Commencement Date falls on other than
the first day of a month, and/or if the last day of the Lease Term falls on other than the last
day of a month, then Rent for the first month and /or the last month of the Lease Term shall
he prorated based upon the number of days of the respective months the Lessee actually
had possession of the Leased Premises. The Base Rent shall be payable at Lessor's
address or at such other place as Lessor may designate in writing.
3.2 Credit Option for Payment. Notwithstanding anything to the contrary contained herein,
Lessor shall apply 50% of the option money on deposit with Chicago Title Insurance
Company (the "Title Company ") towards Base Rent, beginning with the first installment
thereof. The parties agree and stipulate that the amount of said option money on deposit
with the Title Company is , and that 50% of said amount shall be applicable to
Base Rent through , 20, at which time Lessee shall begin paying
Base Rent to Lessor. Lessor and Lessee shall issue joint written instructions to the Title
Company authorizing the release of the option money to Lessor.
3.3 Late Payment. =\ny rental payment or other sum due under any Supplemental Lease, all of
which shall be deemed "Rent" by the parties, not received within five (5) days of the due
date shall bear interest until collected, at a rate equivalent to the lesser of (i) the highest rate
of interest allowed by law: and (ii) twelve percent (12 %) per annum.
3.4 Sublease. Lessor acknowledges that Lessee may be subleasing all or portions of the
Improvements constructed on the Leased Premises. During the Lease Term, Lessor shall
not have the right to object to any sublease entered into by Lessee for the Leased Premises
that is in compliance with all provisions of this GTCA, or any Supplemental Lease executed
pursuant to the terms hereof.
4 OTHER CHARGES PAYABLE BY LESSEE
10
4.1 Additional Rent. All charges payable by Lessee other than Rent are called "Additional
Rent." Lnless this GTCA provides otherwise, Lessee shall pay all Additional Rent then
due with the nest monthly installment of Base Rent.
4.2 Property Taxes.
4.2.1 Real Property Taxes. Lessee shall pay directly to the tax collector, prior to
delinquency, all Real Property Taxes on the Leased Premises (including any fees,
taxes or assessments against, or as a result of, any Lessee Improvements installed
on the Leased Premises by or for the benefit of Lessee) during the Lease Term
which are due and payable during the Lease Term. Written evidence of the
payment of Real Property Taxes and special assessments shall be furnished by the
Lessee to the Lessor upon Lessee's receipt of any written request from Lessor for
such written evidence of payment. If Lessee fails to pay the Real Property Taxes
when due, Lessor shall have the right. but not the obligation, to pay the taxes, and
1 essee shall reimburse Lessor for the amount of such tax payment as Additional
Rent. The taxes for the year in which the Commencement Date occurs shall be
prorated between the parties. with the Lessee paying the Real Property Taxes
attributed to the portion of the first year of the Lease Term from the
Commencement Date through December 31st of said year. Taxes for the year in
which the Lease ends be prorated between the Lessor and Lessee as of the ending
date.
4.2.2 Definition of Real Property Tax(es). For purposes of this GTCA the term "Real
Property Tax" and/or "Real Property Taxes" shall mean: (i) any fee, license fee,
license tax. business license fee, commercial rental tax, levy, charge, assessment,
penalty or tax imposed by any taxing authority against the Leased Premises; (ii)
any tax on the I essor's right to receive, or the receipt of, rent or income from the
Leased Premises or against Lessor's business of leasing the Leased Premises; (iii)
any tax or charge for fire protection, streets, sidewalks, road maintenance, refuse or
other services provided to the Leased Premises by any governmental agency; (iv)
any tax mposed upon this transaction or based upon a re- assessment of the Leased
Premises due to a change of ownership, as defined by applicable law, or other
transfer of all or part of Lessor's interest in the Leased Premises; and (v) any
charge or fee replacing any tax previously included within the definition of Real
Property Tax. Real Property Taxes shall include all charges levied, assessed or
imposed ° whether general or special. ordinary or extraordinary, unforeseen as well
as foreseen. of any kind and nature, made, assessed, levied or imposed upon, or
which become a lien upon, the land, the Improvements, or any part of the Leased
Premise:, or upon this GTCA. and are due and payable during the Lease Term, as
well as assessments for sidewalks, streets, sewers, water, or any other public
improvements and any other improvements or benefits which shall, during the
Lease Term. be levied, assessed or imposed, or become a lien upon the land, the
improvements, or any part of the Leased Premises, or upon this GTCA, and
become due and payable during the Lease Term. Real Property Taxes shall not,
however. include Lessor's federal or state income, franchise, inheritance or estate
taxes.
4.2.3 Personal Property Taxes.
4.2.3.1 Lessee shall pay all taxes levied or assessed against trade fixtures,
furnishings, equipment or any other personal property belonging to
Lessee or anyone claiming by or through Lessee. Lessee shall try to
have personal property taxed separately from the Leased Premises.
4.2.3.2 if any personal property is taxed with the Leased Premises, Lessee
shall pay all such taxes on or before the date when due.
4.2.4 Lessee's Right to Contest Taxes. Lessee may attempt to have the assessed
valuation of the Leased Premises reduced or may initiate proceedings to contest the
Real Property Taxes If required by law, Lessor shall join in the proceedings
brought by Lessee. However, Lessee shall pay all costs of the proceedings,
including any costs or fees incurred by Lessor. Upon the final determination of any
proceeding or contest. Lessee shall immediately pay the Real Property Taxes due,
together with all costs. charges, interest and penalties incidental to the proceedings.
If Lessee does not pay the Real Property Taxes when due and contests such taxes,
I essee shall not be in Default under this GTCA for nonpayment of such taxes if
Lessee deposits funds with Lessor or opens an interest - bearing account reasonably
acceptable to Lessor in the joint names of Lessor and Lessee. The amount of such
deposit shall be sufficient to pay the Real Property Taxes plus a reasonable estimate
of the interest, costs, charges and penalties which may accrue if Lessee's action is
unsuccessful, less any applicable tax impounds previously paid by Lessee to
Lessor. the deposit shall be applied to the Real Property Taxes due, as determined
at such proceedings. The Real Property Taxes shall be paid under protest from
such deposit if such payment under protest is necessary to prevent the Leased
Premises from being sold under a "tax sale" or similar enforcement proceeding.
4.3 Utilities. Lessee shall pay, directly to the appropriate supplier, the cost of all natural gas,
heat, light. power, sewer service, telephone. water, refuse disposal and other utilities and
services supplied to the Leased Premises.
4.4 Insurance Policies.
4.4.1 Liability Insurance. During the Lease Term, Lessee or Lessee's sublessee shall
maintain a policy of commercial general liability insurance (sometimes known as
broad firm comprehensive general liability insurance) insuring Lessee against
liability for bodily injury, property damage (including loss of use of property) and
personal injury arising out of the operation, use or occupancy of the Leased
Premises. Lessee shall name Lessor as an additional insured under such policy.
The amount of such insurance shall be Two Million and no /100 Dollars
(52,000.000.00) per occurrence with an aggregate limit, including through umbrella
coverages, of not less than Five Million and no /100 Dollars ($5,000,000.00). The
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liability insurance obtained by Lessee under this Section 4.4.1 shall be primary and
non - contributing. fhe amount and coverage of such insurance shall not limit
Lessee's liability nor relieve Lessee of any other obligation under this GTCA.
Lessor may also obtain comprehensive public liability insurance in an amount and
with coverage determined by Lessor insuring Lessor against liability arising out of
ownership, operation. use or occupancy of the Leased Premises. The policy
obtained by Lessor shall not be contributory and shall not provide primary
insurance. Contractors shall provide commercial automobile liability coverage of
$1.000,000 combination single limit.
4.4.2 Property Insurance. During the Lease Term, Lessee shall maintain policies of
insurance covering loss of or damage to the Improvements on the Leased Premises
in the full amount of its replacement value. Such policy shall provide protection
against all perils included within the classification of fire, extended coverage,
vandalism, malicious mischief, special extended perils to include wind, hurricane
and hail (all risk), sprinkler leakage and any other perils which Lessee deems
reasonably necessary. Lessee shall not do anything nor permit anything to be done
which invalidates any such insurance policies. Lessor shall be shown as an
additional insured party under said policies.
4.4.3 Workers' Compensation Insurance. If applicable, the Lessee shall carry workers'
compensation insurance required to be carried by Lessee by Texas law in amounts
not less than the amount required by law. The Lessee shall require all contractors
and sublessees that Lessee contracts with in connection with the Improvements on
Leased Premises to promise to carry workers' compensation insurance in amounts
not less than the amount required by law covering all persons employed by the
contractor or sublessee, as the case may be, in connection with the Improvements
on the Leased Premises and with respect to whom death, bodily injury, or sickness
insurance claims could be asserted against the Lessor or Lessee.
4.4.4 Builders' Risk Insurance. During the course of any alteration, construction, or
reconstruction, the Lessee shall provide or cause to be provided all risk builders'
risk insurance for the amount of construction.
4.4.5 Payment of Premiums. Lessee shall pay all premiums for the insurance policies
described in Sections 4.4 no later than the due date. Lessee shall deliver to Lessor
a copy of any policy of insurance which Lessee is required to maintain under this
Section. As an alternative to providing a policy of insurance, Lessee shall have the
right to provide Lessor evidence of insurance (Accord Form 27), executed by an
authorized officer of the insurance company, showing that the insurance which
Lessee is required to maintain under this Section is in full force and effect and
containing such other information which Lessor reasonably requires.
4.4.6 General Insurance Provisions.
4.4.6.1 If Lessee fails to deliver any policy, evidence of insurance or
renewal to Lessor required under this GTCA within ten (10)
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business days of written notice from the Lessor, or if any such
policy is canceled or modified during the Lease Term without
Lessor's consent, then Lessee will be in default under this GTCA
and any Supplemental Leases executed pursuant to the terms hereof.
4.4.6.2 Lessee shall maintain all insurance required under this GTCA with
companies holding a "General Policy Rating" of B +, VIII or better,
as set forth in the most current issue of "Best Key Rating Guide ".
Lessor and Lessee acknowledge the insurance markets are rapidly
changing and that insurance in the form and amounts described in
this Section 4.4 may not be available in the future. If at any time
during the Lease Term, Lessee is unable to maintain the insurance
required under the Lease, or the cost of such coverage becomes
prohibitive, Lessee shall nevertheless maintain insurance coverage
which is customary and commercially reasonable in the insurance
industry for Lessee's type of business in the greater metropolitan
area in and around Corpus Christi, Texas, as that coverage may
change from time to time. In such a case, Lessee shall obtain any
such additional property or liability insurance as Lessee, Lessor and
any Lender (as defined in Section 11, below) mutually deem to be
reasonably necessary to protect Lessor's and Lessee's interest under
this GTCA. Lessee and Lessor understand and agree that the
minimum limits of the insurance herein required may become
inadequate, and Lessee agrees that it shall increase such minimum
limits upon receipt of notice in writing from Lessor.
4.4.6.3 Lessee shall waive any and all rights of recovery against the Lessor,
01 against the officers, employees, agents or representatives of the
other, for loss of or damage to its property or the property of others
under its control. if such loss or damage is covered by any insurance
policy- in force (whether or not described in this GTCA) at the time
of such loss or damage.
4.5 Cost of Loans to be Paid by Lessee. The Lessee affirms that it shall bear all of the costs
and expenses charged by any lender in connection with any debt on the Lessee's Leasehold
Estate (as defined in Section 1 1.1 below) for the Leased Premises.
4.6 Direct Payment by Lessor. If any Additional Rent must be paid directly by Lessor and
the payee refuses to accept payment from the Lessee, then: (a) Lessor appoints Lessee as
Lessor's attorney -in -fact for making such payment; and (b) if the payee nevertheless
refuses to accept payment from Lessee, then Lessee shall notify Lessor of such fact and
shall pay such amount to Lessor in a timely manner accompanied by reasonable
instructions on the further remittance of such payment. Lessor shall with reasonable
promptness comply with Lessee's reasonable instructions. Lessor shall indemnify and
hold harmless Lessee against Lessor's failure to timely remit such payment.
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4.7 Absolutely-Net Lease. It is understood and agreed between the Lessor and Lessee that
this is an "absolutely -net Lease ". It is intended that the Rent provided for in this GTCA
shall be an absolutely net return to Lessor throughout the Term, free of any Property
expense. charge. or other deduction whatsoever, including all claims, demands, or setoffs
of any nature whatsoever except as expressly stated herein to be the Lessor's obligation.
Lessee shall also pay without notice, except as may be provided in this GTCA, and without
abatement, deduction. or setofff, as additional rent, all sums, impositions, costs, and other
payments arising out of its occupancy and use of the Leased Premises except those with
which Lessor in any of the provisions of this GTCA expressly assumes or agrees to pay,
and in the event of any nonpayment, Lessor shall have (in additional to all other rights and
remedies) all the rights and remedies provided for in this GTCA or by law in the case of
nonpayment of the Rent. Lessee's payment obligations include but are not limited to any
and all utility and other services needed by Lessee with respect to the operation of its
business on the Leased Premises.
Except as otherwise specifically provided in this GTCA, no abatement, refund, diminution,
E)r reduction of Rent or other compensation shall be claimed by Lessee on account of work
on the Improvements, by virtue or because of legal requirements, or the occurrence of any
matters referred to in Section 8 (condemnation) of this GTCA, or for any other reason,
cause, or occurrence.
5 USE OF PROPERTY
5.1 Use of Property At Lessee's sole cost and expense and at Lessee's sole discretion, Lessee
shall have the right, subject to limitations in Section 5.2, to construct Improvements on the
Leased Premises, In that connection, Lessee may finance the construction of Improvements
and/or its Leasehold Estate (as defined in Section 11.1 below) with any Lender, subject to
the restrictions set forth herein. Lessee shall have the right to not only construct any and all
Improvements on the Leased Premises deemed necessary by the Lessee, but to develop and
use the Leased Premises in any lawful manner which is in accordance with Section 1.5.
pon and after construction of any building or structure on the Leased Premises, Lessee
shall maintain same in a reasonable condition and state of repair (subject to the limitations
on the Lessee's maintenance obligations set forth in Section 6.3, below); and Lessee shall
provide Lessor v ith a set of the mylar plans (as- builts) and /or specifications, if any, for the
work for Lessor' . information and for retention in Lessor's files. Lessee reserves the right
to change the Improvements it expects to construct depending on economic circumstances,
zoning and other issues as approved by Director. Lessee shall have the right to lease the
I eased Premises to third -party subtenants and accept rental payments from such subtenants
without the Lessor's consent. Lessee shall have the further right to manage the Leased
Premises and take whatever action, in Lessee's judgment, it deems necessary and
appropriate so long as such action is consistent with the other terms and provisions of this
GTCA. Lessee shall he deemed the owner of all Improvements that it constructs for the
duration of the term of this GTCA. Except as provided elsewhere in this GTCA, Lessor and
Lessee acknowledge that it is the intention of the parties that, to the extent Lessee performs
all of its obligations under this GTCA, Lessor relinquishes any and all rights to share in the
income of the Leased Premises. on account of its interest in the Leased Premises, its interest
under this GTCA or otherwise
i .nndlOppo:. lux
15
5.2 Manner of Use. Lessee shall not cause or permit the Leased Premises to be used in any
way which constitutes a violation of any law, ordinance, or governmental regulation or
order. or which constitutes a nuisance or waste or is in violation of Section 1.5 of this
<iTCA. From time to time, Lessor shall provide Lessee with copies of all regulations and
requirements pertaining to the development of the Leased Premises as property of a
municipal airport promptly following request of Lessee. Lessee shall obtain and pay for all
permits, including a Certificate of Occupancy (to the extent applicable), required for
Lessee's occupancy of the Improvements and shall promptly take all actions necessary to
comply with all applicable statutes, ordinances, rules, regulations, orders and requirements
regulating the use by Lessee of the Leased Premises or cause any sublessee occupying any
portion of the Improvements to take such actions.
5.3 Exclusive Control. Lessee shall have exclusive control, possession, occupancy, use, and
management of the Leased Premises. Lessee shall have the exclusive right to install
signage on or at the Leased Premises, or to transfer the right to install such signage during
the Lease Term to one or more third parties, which is in compliance with all laws and meet
the standards for signage established by the Aviation Director. Lessee may enter into,
terminate, modify, amend, or waive any existing or future contracts relating to management
or operation of the Leased Premises and provision of services to the Leased Premises. Any
such contracts shall automatically expire on the Expiration Date.
5.4 Hazardous Materials. Lessee shall not violate any law or regulation of any federal, state or
local governmental authority having jurisdiction over Hazardous Material. As used in this
GTCA, the term '`Hazardous Material" means any flammable items, explosives, radioactive
materials. hazardous or toxic substances. material or waste or related materials, including
any substances defined as or included in the definition of "hazardous substances ",
"hazardous wastes ". '`hazardous materials" or "toxic substances" now or subsequently
regulated under any applicable federal, state or local laws or regulations, including without
limitation petroleum -based products, paints, solvents, lead, cyanide, DDT, printing inks,
acids, pesticides. ammonia compounds and other chemical products, asbestos, PCBs and
similar compounds, and including any different products and materials which are
subsequently found to have adverse effects on the environment or the health and safety of
persons. Lessee shall have the duty and obligation to cure any environmental
contamination of the Leased Premises caused by the Lessee or cause any sublessee to cure
any such contamination caused by said sublessee during the term of this GTCA, and Lessee
agrees to indemnify and hold harmless Lessor from and against all claims and damages of
whatsoever nature, asserted against the Lessor or the Leased Premises as a result of the
1 essee's or any Sublessee's use and occupancy of the Leased Premises, including but not
limited to all clean -up and remediation costs, claims of personal injury or property damage,
_and court costs and reasonable attorneys' fees incurred in any mediation, arbitration trial or
appellate proceeding pertaining thereto. Lessee shall have no obligation to remediate any
preexisting Hazardous Substances on the Leased Premises and the Lessor agrees to
indemnify and hold harmless the Lessee from the same. Lessee shall not be allowed to
construct an underground storage tank on any of the leased premises.
Had Ow., Agrek,,+
Ih
C f Lessee determines that a threat to the environment, as a result of Lessee's
operations. including but not limited to a release, discharge, spill, or deposit of a hazardous
substance has occurred or is occurring which affects or threatens to affect the Airport, or
persons, structures, equipment, or other property thereon, Lessee must immediately verbally
notify (1) the Director, (2) the Airport Public Safety Office, and (3) all emergency response
centers and environmental or regulatory agencies, as required by law or regulation. Lessee
must provide Director with written confirmation of the verbal report within 72 hours.
Lessee agrees to cooperate fully with the Airport in promptly responding to, reporting, and
remedying. as a � °esult of Lessee's operations, any such threat to the environment, including
the drainage systems, soils, ground water, waters, or atmosphere, in accordance with
applicable law or as authorized or approved by any federal, state, or local agency having
authority over environmental matters.
5.5 Quiet Possession. If Lessee pays the Base Rent and Additional Rent (collectively referred
to herein as the "Rent ") and complies with all other terms of this GTCA, Lessee or its
subtenant(s) mad occupy and enjoy the Leased Premises for the full Lease Term without
molestation or disturbance by or from Lessor or anyone claiming by or through Lessor or
having title to the Leased Premises paramount to Lessor, and free of any encumbrance
created or suffered by the Lessor.
5.6 Lessor's Encumbrances. Lessor shall not cause any lien or encumbrance, including
without limitation, trust deeds. mortgages, security agreements, pledges or hypothecations
on Lessor's ownership interest. to burden the Leased Premises without the prior written
consent of Lessee, which consent may be given or withheld at the sole and arbitrary
discretion of the Lessee. This provision shall not preclude the Lessor from pledging,
hypothecating, or otherwise encumbering its interest as Lessor under the terms of this
(iTC A, provided that in so doing, the Lessor will deliver to Lessee (and any Lender) an
agreement recognizing the rights of the Lessee (and any Lender) in, to and under this
(iTCA.
5.7 Applications and Filings. Upon Lessee's request, Lessor shall promptly join in and
execute any Application or Filing (as defined below) as Lessee may from time to time
request, provided that: (a) such Application or Filing is in customary form; and (b) no
uncured Default (as defined below) exists beyond any notice or grace period. For purposes
of this Section 5.7 of the Lease, the term "Application or Filings" shall mean and refer to
any instrument, document, agreement, certificate. or filing (or amendment of any of the
toregoing): (a) necessary or appropriate for any construction work this GTCA allows,
including any application for any utility service or hookup, easement, covenant, condition,
restriction, subdivision plat. or such other instruments as Lessee may from time to time
request in connection with such construction work; (b) to enable Lessee to obtain any
abatement. deferral or other benefit that may otherwise be reasonably available for the
payment of real estate taxes; (c) to allow Lessee to change the use or zoning of the Leased
Premises. provided such change in use or zoning shall be subject to Lessor's consent, which
shall not be unreasonably withheld; (d) to enable Lessee from time to time to seek any
approval or to use and operate the Leased Premises in accordance with this GTCA;
(e) otherwise reasonably necessary and appropriate to permit Lessee to realize the benefits
of the Leased Premises under this GTCA; or (f) that this GTCA otherwise requires Lessor
to sign for Lessee.
6 CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS
6.1 Existing Conditions. Lessee accepts the Leased Premises in its condition as of the
execution of the Lease. subject to all recorded matters, laws, ordinances, and governmental
regulations and orders, and the terms of the Option Agreement between Lessor and Lessee
(the "Option "). Except as provided in this GTCA and the Option (which representations
are incorporated by reference). Lessee acknowledges that neither Lessor nor any agent of
Lessor has made any representation as to the condition of the Leased Premises or the
suitability of the Leased Premises for Lessee's intended use.
6.2 Exemption of Lessor from Liability. Lessor shall not be liable for any damage or injury
to the person, business (or any loss of income therefrom), goods, wares, merchandise or
other property of Lessee, Lessee's employees, invitees, customers or any other person in or
about the Leased Premises. whether such damage or injury is caused by or results from: (a)
tire, steam, electricity, water, gas or rain; (b) the breakage, leakage, obstruction or other
defects of pipes. sprinklers, wires, appliances, Improvements or any other cause; or (c)
conditions arising in or about the Leased Premises, or from other sources or places. Lessor
shall not he liable for any such damage or injury even though the cause of or the means of
repairing such damage or injury are not accessible to Lessee. The provisions of this
Section shall not, however, exempt Lessor and /or Lessor's agents or employees from
liability for Lessor's negligence or misconduct.
6.3 Lessee's Obligations.
6.3.1 Except as provided in Section 7 (Damage or Destruction) and Section 8
(Condemnation). Lessee shall keep all portions of the Leased Premises (including
structural, nonstructural. interior, exterior. and landscaped areas, portions, systems
and equipment) in good order, condition and repair (including interior repainting
and refinishing, as needed) as suited to its use, excluding ordinary wear, tear,
casualty condemnation. depreciation and physical, technological and /or economic
obsolescence. Lessee's obligations shall extend to both structural and non-
structural items, and to all maintenance, repair and replacement work, including but
not limited to unforeseen and extraordinary items (subject to the limitations set
forth above).
6.3.2 Lessee shall. at its own cost and expense, promptly observe and keep all laws,
rules. orders, ordinances and regulations of the federal, state and city governments
and any and all of their departments and bureaus and those of any other competent
authority applicable to the Leased Premises, (the "Legal Requirements ") whether or
not such Legal Requirements affect the interior or exterior of the Improvements,
necessitate structural changes or improvements, or interfere with the use and
enjoyment of the Leased Premises. and whether or not compliance with the Legal
Requirements is required by reason of any condition, event, or circumstance
existing before or after the Lease Term commences; and shall promptly comply
Option ■ n.,, -_ u,.
18
with all laws. rules, orders, regulations and requirements of the issuer(s) of the
insurance policy(ies) contemplated in Section 4.4.2, above, and will use no part of
Leased Premises for any unlawful purposes. If; however, the Lessee in good faith,
shall desire to contest any laws, rules, orders, ordinances or regulations of the
federal. state. city or other competent authority requiring repairs, alterations or
changes in the Leased Premises or in any building at any time situated thereon,
Lessor may contest same, and it shall not be required to make such repairs,
alterations, or changes so long as it shall, in good faith, at its own expense, contest
the same or the validity thereof by appropriate proceedings, and any such delay of
the Lessee in complying with any such laws, rules, orders, ordinances and
regulations until tinal determination of such disputed matter shall not be deemed a
default m the conditions of this GTCA; Lessor will not unreasonably withhold,
condition or delay its consent to execute such instruments, and give Lessee such
assistance in connection with such contest as shall be necessary, reasonable and
proper pit no cost or expense to Lessor; however, Lessee's time to comply
hereunder shall not be so extended if Lessor shall be threatened with fine or
imprisonment. Lessee shall hold Lessor harmless of all costs, expenses, liabilities,
losses. damages, fines, penalties. claims and demands, including reasonable
counsel fees, that may in any manner arise out of or be imposed because of the
failure of the Lessee to comply with any law, rule, order, ordinance or regulation as
aforesaid. Nothing contained in this Section or elsewhere in this GTCA will be
deemed or construed as requiring the Lessee or any sublessee, under any
circumstance. to open or continuously operate within the Improvements or
otherwise on the (,eased Premises at any particular time or date or for any particular
period during the Lease Term, and to the extent that the Improvements are not
occupied at any particular time during the Lease Term, then the legal requirements
applicable to the Improvements will be those legal requirements that are applicable
in circumstances where such premises are not occupied; however, but upon any
occupancy of the Improvements. either initially or after any period of vacancy, the
legal requirements applicable to an occupied facility will be applicable to the
Lessee's obligations hereunder
6.3.3 Lessee shall fulfill all of Lessee's obligations under this Section 6 at Lessee's sole
expense If Lessee fails to maintain, repair or replace any element of the Leased
Premises to the condition required hereunder within sixty (60) days of written
notice from Lessor, Lessee shall be deemed to be in Default of its obligations under
this Section 6.3.
6.3.4 Except for the negligence or willful misconduct of Lessor, Lessee shall
indemnify, defend and hold Lessor harmless from and against any and all
liability, claim, loss, cost, expense, damage (including reasonable attorneys'
fees and consultants fees), lien, judgment or penalty arising in any manner
whatsoever out of, involving, or in connection with, the use and/or occupancy
of the Leased Premises by Lessee and/or its subtenants or any one else
claiming by or through Lessee.
6.4 Improvements .
19
6.4.1 All plans and specifications for Lessee's Improvements, including all renovations,
remodeling, refurbishing, signage, and construction upon the Leased Premises,
must meet all City fire, building and other applicable city, state and federal
regulations and code requirements. including obtaining required building permits.
Lessee, at its expense. shall obtain all licenses and permits required prior to all
renovations, remodeling, refurbishing, or construction on the Leased Premises.
The costs of developing all plans and specifications as provided herein and the
construction of improvements and facilities upon the Leased Premises must be paid
solely by Lessee. without any cost or expense to Lessor whatsoever. The plans and
specifications, including the architectural design, color, building material, signage,
and landscaping of Lessee's improvements must be approved by the Aviation
Director, which approval will not be unreasonably withheld. No substantial
changes or alterations must be made to said plans or specifications after initial
approval by Aviation Director without further written approval by Aviation
Director. which appro‘ al will not be unreasonably withheld.
pon final completion and acceptance of the Improvements by Lessee, Lessee must
provide two sets of Mylar "as- built" plans and one electronic copy of the record
documents to Aviation Director, who will keep one set of plans on file at the
Airport and provide the other set to the City Secretary for incorporation into this
GTCA as Exhibit C. Exhibit C becomes effective upon filing with the City
Secretary and subsequent attachment to this GTCA. Lessee must keep said
documents current. by providing two sets of Mylar "as- built" plans and one
electronic copy of all record documents showing any alteration in excess of
52.5,000 to the L. eased Premises during the term of the Lease to Aviation Director,
to be attached to this GTCA in the same manner as provided for the original plans
and specifications.
During the construction of Improvements, Aviation Director may, after providing
reasonable notice to Lessee, enter upon the Leased Premises during City's normal
business hours and make inspections as may be necessary to ensure that the
construction of Improvements is performed in accordance with the requirements of
this (GT('A.
Initial Improvements for construction must begin within one (1) year of the
execution of this GTCA and be completed with two (2) years from the execution
of this GTCA.
During this GTCA, Lessee shall (subject to the other terms and conditions of this
GTCA) have the continuing right to remodel, renovate and refurbish the Leased
Premises, or any part thereof, and to build and construct new additions and
improvements thereon and thereto, provided; however, that Lessee has obtained the
prior consent of the Federal Aviation Administration and the written consent of
Aviation Director, whose consent to the modifications will not be unreasonably
withheld. All alterations, additions, and Improvements to the Leased Premises
�r�
shall be done in a good and workmanlike manner, in conformity with all applicable
laws and regulations_
Lessee and assignees and sub lessees, must include in all construction contracts
entered into, a provision requiring the contractor, or, in the alternative,
Lessee, to indemnify, hold harmless, defend and insure the Lessor, including
its officers, agents, and employees, against the risk of legal liability for death,
injury or damage to persons or property, direct or consequential, arising or
alleged to arise out of, or in connection with, the performance of any or all of
such construction work, whether the claims and demands made are just or
unjust, unless same are caused by the gross negligence or willful act of the
Lessor, its officers, agents, or employees. Lessee must furnish, or require the
contractor to furnish. insurance. as required in Section 4 herein.
Lessee =nust include in a construction contract, or subcontract, all provisions
required by the Director relating to the operations of the contractor on the Airport;
such provisions, must include a Payment and Performance Bond for any work in
excess of $25,000 to he performed by Lessee or the contractor.
6.4.2 Lessee shall pay when due all claims for labor and material furnished on or about
the Leased Premises or in connection with the Improvements.
6.4.3 Lessee shall have no power to do any act or to make any contract that may create or
be the foundation for any lien, mortgage, or other encumbrance on the reversion or
other estate of Lessor or that would be prior to any interest of Lessor in the Leased
Premise:, except that Lessee (or a Sublessee) shall have the right, in the ordinary
course of business, to finance purchases of FF &E (as defined in Section 13.17) by
providing a first lien on such items, so long as any FF &E so liened can be safely
removed as provided in Section 13.17. Lessee shall not suffer or permit any liens
to attach to the interest of Lessee in all or any part of the Leased Premises by
reason ofany work, labor, services. or materials done for, or supplied to, or claimed
to have been done for or supplied to Lessee or anyone occupying or holding an
interest in all or any part of the Improvements on the Leased Premises through or
under Lessee. If any mechanic's, construction or other liens or orders for the
payment of money shall be filed against the Leased Premises or any improvements
thereon by reason of, or arising out of any labor or material furnished to, or for the
Lessee at the Leased Premises or for or by reason of any change, alteration or
addition by Lessee, or the cost or expense thereof, or any contract relating thereto,
or against the Lessor as leased fee owner thereof by reason of Lessee's work or
contract relating thereto, then within sixty (60) days, the Lessee shall cause the
same to he canceled and discharged of record, by bond or otherwise, at the election
and expense of the Lessee, and shall also defend on behalf of Lessor, at Lessee's
sole cost and expense, any action, suit or proceeding which may be brought thereon
or for the enforcement of such lien, liens or orders, and the Lessee will pay any
damages and discharge any judgment entered therein and hold the Lessor harmless
from any loss, claim or damage resulting therefrom, including reasonable
attorney s fees.
Nothing in this GTCA shall be deemed to be, or be construed in any way as
constituting, the consent or request of Lessor, express or implied, by inference or
otherwise, to any person, firm, or entity for the performance of any labor or the
furnishing of any materials for any construction, rebuilding, alteration, or repair of
or to the Leased Premises or to the Improvements, or as giving Lessee any right,
power, or authority to contract for or permit the rendering of any services or the
furnishing of any materials that might in any way give rise to the right to file any
lien against Lessor's interest in the Leased Premises or against Lessor's interest, if
any. in the Improvements. Lessee is not intended to be an agent of Lessor for the
construction of Improvements on the Leased Premises. Lessor shall have the right
to post and keep posted at all reasonable times on the Leased Premises and on the
Improvements any notices that Lessor may reasonably wish to post for the
protection of Lessor and of the Leased Premises and of the Improvements from any
such lien The foregoing shall not be construed to diminish or vitiate any rights of
Lessee in this GTCA to construct. alter, or add to the Improvements.
7 DAMAGE OR DESTRUCTION
7.1 Casualty. If Lessee becomes aware of any damage or destruction to all or any material
portion of the Improvements, whether ordinary or extraordinary, foreseen or unforeseen,
affecting any or all Improvements and/or the Leased Premises (each, a "Casualty "), Lessee
shall immediately notify Lessor of such fact.
7.2 Effect of Casualty. If any Casualty occurs (i) no Rent shall abate, (ii) this GTCA shall not
terminate or be impaired, and (iii) Lessee shall, to the extent that insurance proceeds
payable on account of the Casualty are made available to Lessee by the Lender (as defined
in Section 11) rebuild and; or restore that portion of the Improvements damaged by such
Casualty
7.3 Adjustment of Claims; Use of Property Insurance Proceeds. Lessee shall be solely
responsible for adjusting any insurance claim(s) pertaining to any Casualty, subject to the
rights of any Lender. Subject to the terms of any Lender's loan documents, if the Lender
makes the insurance proceeds (that are payable as a result of a Casualty) available to
Lessee, such insurance proceeds shall be disbursed directly to a depository acceptable to
Lender to be disbursed in accordance with Lender's loan documents for the safeguarding,
clearing, repair. restoration, alteration, replacement, rebuilding and reconstruction of the
portion of the Improvements damaged by such Casualty, to rebuild, repair and /or restore
the affected Improvements to a condition that complies with applicable laws and is
otherwise consistent with the Lessee's permitted use of the Leased Premises.
7.4 Waiver. Lessee waives the protection of any statute, code or judicial decision which grants
a Lessee the right to terminate a lease in the event of the substantial or total destruction of
the Leased Premises. Lessee agrees that the provisions of this Section 7 shall govern the
rights and obligations of Lessor and Lessee in the event of any such Casualty.
8 CONDEMNATION. If a portion of the Leased Premises is taken under the power of eminent
domain or sold under the threat of that power (all of which are called "Condemnation "), the
Condemnation award shall be distributed in the following order of priority:
8.1 First, to Lessor. in amount to he calculated to reflect its reversionary interest in the Leased
Premises so taken;
8.2 Second, to Lessee or its assigns, in an amount equal to the balance of the Condemnation
award.
8.3 If the Leased Premises is partially or totally unusable as a result of such condemnation, as
reasonably determined by the Lessee. Lessee shall have the right and option of terminating
this GTCA on the date that the condemning authority has acquired title or taken possession
of any portion of the Leased Premises that is subject to the Condemnation and thereafter
neither party shall have any further rights, duties or obligations under the Lease. If the
Lessee does not exercise any such right and option, Rent shall abate from the date that the
condemning authority has acquired title or taken possession of any portion of the Leased
Premises in proportion to the value of the Leased Premises so taken, giving due regard to
the impact of that taking on the use and usefulness of the Leased Premises to accommodate
the Improvements and use thereof.
9 ASSIGNMENT AND SUBLETTING
9.1 Lessor's Consent Not Required for Sublease. Lessor acknowledges that Lessee does not
intend to occupy the Leased Premises and the Leased Premises will be subleased to one or
more subtenants. Notwithstanding anything to the contrary in this GTCA, Lessee shall
have the right, without the prior consent of Lessor, to sublease the Leased Premises under
the terms and conditions of a sublease, negotiated and entered into solely by Lessee and its
subtenant. As such. Lessee may sublease the Leased Premises without Lessor's prior
consent.
9.2 Assignment. This GTCA may be assigned to Lessee's principal, affiliates, or subsidiaries
of its principals without the written consent of Lessor. For all other assignments, the
written consent of the Lessor must be obtained, but Lessor's consent thereto shall not be
unreasonably withheld. Upon approval of the assignment by the Lessor, together with a
copy of the document effectuating such assignment, the Lessee shall be released from all
terms, conditions and obligations under the Lease.
10 DEFAULTS; REMEDIES
10.1 Defaults. Lessee shall he in material default (herein referred to as a "Default ") under this
GTCA:
10.1.1 If the Lessee shall default in the payment of Base Rent for a period of ten (10) days
following receipt of written notice from Lessor of any delinquency or failure to pay
such Base Rent;
10.1.2 If the Lessee shall default in the payment of any Additional Rent for a period of
thirty (30) days following receipt of written notice from Lessor of any delinquency
or failure to pay such Additional Rent;
10.1.3 Except as otherwise herein provided, in the event that Lessee shall default or fail in
the performance of a covenant or agreement to be performed by it under this
GTCA, and such default shall not have been cured for a period of thirty (30) days
after receipt by Lessee of written notice of such default or failure in performance;
provided, however, if such default or failure cannot, with due diligence, be cured
within thirty (30) days after receipt by Lessee of any such written notice, and
Lessee shall not have commenced the remedying thereof within such period or
shall not be proceeding with due diligence to remedy such default or failure (it
being intended in connection with any such default or failure that is not susceptible
of being cured by Lessee with due diligence within any such thirty (30) day period,
that the time within which to remedy that default or failure shall be extended for
such period as may be necessary to complete same with due diligence), or
10.1.4 If the Lessee shall make an assignment for the benefit of creditors or file a
voluntary petition in bankruptcy or be adjudicated a bankrupt or insolvent by any
court, or file a petition for reorganization or an arrangement under the Federal
Bankruptcy Code or any state insolvency act, or a receiver or trustee for its
propertti shall be appointed in any proceeding other than a bankruptcy proceeding,
and such appointment shall not be vacated within ninety (90) days after it has been
made.
10.2 Lessor's Remedies. Upon the occurrence of an event of Default, and in all events subject
to the provisions of Section 11, below, Lessor may exercise any one or more of the
remedies set forth in this section or any other remedy available under applicable law or
contained in this GTCA. In addition to all other rights and remedies provided for under
this GTCA. at law or in equity, after service of written notice informing Lessee of
termination of this GTCA. at the end of the tenth day, following the date of that notice, it
shall he lawful for the Lessor to terminate this GTCA and to enter into Leased Premises or
any part hereof. and expel the Lessee or any person or persons occupying Leased Premises,
and so to repossess and enjoy the Leased Premises, provided, however, that if any
voluntary or involuntary proceeding for a reorganization or an arrangement is instituted,
and no application is made in any such proceeding and no relief is requested therein by the
1 essee to reject this GTCA, or to reform or recast the same or for any change, modification
or alteration of any of the terms, covenants and conditions of this GTCA or to relieve the
Lessee from the punctual payment of the Rent or other charges required to be paid by
Lessee under this GTCA, and if all Rent and other charges due form Lessee under this
GTCA are paid within the time period(s) hereinbefore provided, and all of the terms,
covenants and conditions of this GTCA required to be performed by Lessee are promptly
performed and complied with within the time period(s) hereinbefore provided, then this
GTCA shall not be so terminated, but shall continue in full force and effect, provided
however, nothing herein contained shall modify the rights of the Lessor or the obligations
of the Lessee w ith respect to this GTCA under the Federal Bankruptcy Code in the event
of the filing of a petition thereunder by the Lessee.
Lessor or Lessor's agents and employees may immediately or at any time thereafter reenter
the Leased Premises either by summary eviction proceedings or by any suitable action or
proceeding at law, or by force or otherwise. without being liable to indictment,
prosecution, or damages. and may repossess the same, and may remove any person from
the Leased Premises, to the end that Lessor may have, hold, and enjoy the Leased
Premises.
Lessor may relet the whole or any part of the Leased Premises from time to time, either in
the name of Lessor or otherwise, to such tenants, for such terms ending before, on, or after
the expiration date of the Lease Term, at such rentals and on such other conditions
( including concessions and free rent) as Lessor may determine to be appropriate. To the
extent allowed under applicable law, Lessor shall have no obligation to relet all or any part
of the Leased Premises and shall not he liable for refusal to relet the Leased Premises, or,
in the event of such reletting. for refusal or failure to collect any rent due on such reletting.
Any such reletting will operate to relieve Lessee of and from any further liability under this
GTCA.
If the Lessor does not terminate this GTCA or otherwise terminate Lessee's rights of
possession to the Leased Premises, Lessor has the right to recover its damages, including
without limitation all lost rentals, all legal expenses including reasonable attorney's fees,
all costs incurred by Lessor in restoring the Leased Premises or otherwise preparing the
Leased Premises for reletting, and all costs incurred by Lessor in reletting the Leased
Premises and interest thereon at the rate set forth above for past due Rent under this
GTCA.
No failure by Lessor to insist on the strict performance of any agreement, term, covenant,
or condition of this GTCA or to exercise any right or remedy consequent upon a breach,
and no acceptance of full or partial Rent during the continuance of any such breach,
constitutes a waiver of any such breach or of such agreement, term, covenant, or condition.
No agreement. term, covenant. or condition to be performed or complied with by Lessee,
and no breach by Lessee shall be waived, altered, or modified except by a written
instrument executed by Lessor. No waiver of any breach shall affect or alter this GTCA,
hut each and every agreement. term, covenant, and condition of this GTCA shall continue
in full force and effect with respect to any other then - existing or subsequent breach.
Each right and remedy provided for in this GTCA shall be cumulative and shall be in
addition to every other right or remedy provided for in this GTCA or now or hereafter
existing at law or in equity or by statute or otherwise, and the exercise or beginning of the
exercise by Lessor or Lessee of any one or more of the rights or remedies provided for in
this GTCA or now or hereafter existing at law or in equity or by statute or otherwise shall
not preclude the simultaneous or later exercise by the party in question of any or all other
rights or remedies provided for in this GTCA or now or hereafter existing at law or in
equity or by statute or otherwise.
Should the Lease Term at any time be terminated under the terms and conditions hereof, or
in any other way, the Lessee hereby covenants and agrees to surrender and deliver the
Leased Premises peaceably to the Lessor immediately upon the termination of said term
together with all the improvements described in this GTCA in good condition with normal
wear and tear accepted. Furniture, fixtures, and equipment may be removed by Lessee or
any subtenant at or before this GTCA terminates, provided, however, that the removal will
not injure the Improvements or necessitate repairs to the same, or if such repairs are
required. those repairs will be made promptly following any such removal. Lessee shall
pay or cause to be paid to Lessor the cost of repairing any damage arising from such
removal and restoration of the Improvements to their condition before such removal. Any
personal property of Lessee or any subtenant that shall remain on the Leased Premises for
a period of more than thirty (30) days after the termination of this GTCA and the removal
of Lessee or such subtenant from the Leased Premises may, at the option of Lessor, be
deemed to have been abandoned by Lessee or such subtenant and may either be retained by
I essor as it's property or be disposed of, without accountability, in such manner as Lessor
may see tit, or f Lessor gives written notice to Lessee to such effect, such property, shall
be removed by Lessee at Lessee's sole cost and expense.
10.3 Limitation on Lessor's Remedies. Notwithstanding anything to the contrary in this
GTCA, Lessor shall not exercise any remedy that would dispossess any subtenant of the
Leased Premises or Lessee without the prior written consent of the Lessee unless in the
event of Lessee Default. Lessor shall pursue all remedies available to Lessor prior to
termination of this GTCA. Subject to the terms of this Section 10.3, Lessor shall be
entitled to enforce all of Lessor's rights and remedies under this GTCA, at law or in equity,
including the right to recover the Rent as it becomes due. Notwithstanding the foregoing,
Lessor shall not unreasonably withhold consent to execute any reasonable non - disturbance
agreement requested by any subtenant of the Leased Premises to ensure that subtenant's
interest in the Leased Premises shall not be disturbed by the Lessor in the event of Lessee
Default.
■m,cuogi,.
10.4 Lessor's Default. Notwithstanding anything to the contrary contained in this GTCA, in the
event of preach or default of this GTCA by Lessor, Lessee shall have all rights available to
it hereunder or at law or in equity. Lessee's right to seek any remedy for Lessor's default
shall not he deemed waived by the failure to exercise said right nor shall any such failure
estop Lessee from afterward asserting said right to seek any remedy as provided herein or
as provided by law. The remedies of Lessee shall be cumulative, and include any and all
remedies as provided by law or in equity, and no one of them shall be construed as
exclusive of anv other or of any remedy provided by law. Any prior waiver of any of
Lessee's rights under the Lease shall not constitute a waiver of Lessee's rights to damages
in event of subsequent default or breach of Lessor. In the event a court of competent
jurisdiction finds that the Lessor has breached the terms and conditions of this GTCA, in
addition to any civil remedies. the Lessee shall be entitled to its reasonable attorneys' fees
associated with such suit andlor claim.
11. PROTECTION OF LENDERS
11.1 Definition. As used in this GTCA "Lender" shall collectively mean, each and every lender
which (a) takes a security interest in, or otherwise encumbers, the Lessee's leasehold
interest in the Leased Premises (the "Leasehold Estate "), which security interest is
evidenced by a deed of trust, or mortgage, or other security instrument (herein referred to,
collectively. as the "Leasehold Security Instrument ") as recorded in the office of the
County Recorder of Nueces County, in the State of Texas, and (b) has notified Lessor of
such recorded Leasehold Security Instrument. Every Lender shall have the following
rights in addition to all other rights and remedies conferred upon the Lender in law or in
equity
11.2 General. Lender shall have the right: (a) to do any act or thing required of Lessee
hereunder and all such acts or things done and performed shall be as effective to prevent a
forfeiture of Lessee's rights hereunder, as if done by the Lessee; and (b) to exercise its
remedies pursuant to its Leasehold Security Instrument; and, to transfer, convey, and
assign Lessee's Leasehold Estate created hereby to any purchaser at any foreclosure sale,
trustee's sale, or other sale held pursuant to such Leasehold Security Instrument, and to
acquire and succeed to the interest of Lessee hereunder by virtue of any such sale, without
the consent of Lessor. In furtherance of the foregoing, if Lender is the successful bidder at
such sale held pursuant to any such Leasehold Security Instrument (or a senior security
instrument) then Lender shall he entitled to further assign or transfer this GTCA or sublet
the Leased Premises in the same manner as provided under Section 9, above, without the
prior written consent of Lessor: and (c) to accept an assignment in lieu of foreclosure under
the Leasehold Security Instrument, without the consent of Lessor or otherwise acquire the
Lessee's Leasehold Estate, by assignment or conveyance in lieu of any such foreclosure
proceedings. in which case the Lender's rights and interest under its Leasehold Security
Instrument shall not merge into the Leasehold Estate but shall remain separate and distinct
in all respects, the Leasehold Security Instruments shall remain in full force and effect; and
the Lender shall be entitled to further assign or transfer this GTCA or sublet the Leased
Premises in the same manner as provided under Section 9, above, without the prior written
consent of Lessor.
11.3 Lender's Right to Cure Default. In the event of Default by Lessee, Lessor shall not be
entitled to exercise any of its rights or pursue any of its remedies which arise by reason of
such Default until the events described in the remainder of this Section 11.3 have
occurred:
11.3.1 Notice to All Lenders. Written notice describing the Default in reasonable detail
shall have been given to all Lenders (at the address designated by each such Lender
in the manner provided in Section 11.7 below), which written notice to each
Lender shall be either (i) personally delivered to the person designated to Lessor by
Lender to receive such notice, or in the event no such designation is made and
Lender is a corporation. to a corporate officer of Lender, or (ii) shall be given by
depositing such notice in the United States mails, certified or registered mail,
postage prepaid. addressed to Lender at the address so designated to Lessor by
Lender, which notice if mailed shall be deemed complete seventy -two (72) hours
after the same is deposited in the United States mails; and
11.3.2 Right to Cure Default. Lender shall have failed to cure any Default described in
such notice that can be cured by the payment of money within thirty (30) days after
such notice is given to the Lender; or if the Default so described is in the
performance of any other covenant or condition of this GTCA which cannot be
cured by the payment of money. then Lender shall have failed to cure such Default
within sixty (60) days after such notice is given; provided, however that if such
cure requires Lender's entry upon the Leased Premises and Lender is prevented by
either Lessor or Lessee from entering upon the Leased Premises, then Lender shall
have sixty (60) days from the date Lender is permitted free and unrestricted entry
upon the Leased Premises within which to cure such Default; and further provided,
however. that if the Default is of such a nature that it cannot reasonably be cured
within any such sixty (60) day period, then Lender shall have such additional time
as is reasonably necessary to cure such Default, provided that Lender has
commenced the curing of such Default within such sixty (60) day period, and
thereafter has proceeded diligently to cure the same.
Lessor and Lessee agree that Lender may enter upon the Leased Premises to cure
any Default of Lessee hereunder at all reasonable times, and that neither Lessor nor
Lessee shall in any way obstruct or limit Lender's right of entry upon the Leased
Premises. Nothing contained herein shall in any manner obligate Lender to cure
any Default of Lessee.
11.4 Right to a New Lease. Notwithstanding any provision to the contrary set forth herein, if
for any reason this GTCA is terminated by reason of, or in connection with, any court
proceeding relating to any state or federal law for the relief of debtors, and if at such time
any Lender holds a security interest in the Leasehold Estate so terminated, then such
-'5
Lender shall be entitled to receive a new lease for the Leased Premises, wherein such
Lender is Lessee upon the same terms and conditions set forth herein, and Lender shall
have the same rights and obligations under such new lease as if such Lender had acquired
the leasehold interest in the Leased Premises through foreclosure of its Leasehold Security
Instrument. Such new lease shall have the same relative priority as this GTCA. No such
termination of this GTCA shall in any manner affect the rights of any Lender until all of
the tollowing ev ents hax e occurred: (i) Lessor shall have notified such Lender in writing of
the termination of this GTCA and shall have offered such new lease to such Lender, which
notice and offer shall be communicated to such Lender in the manner provided in Section
11.3.1 above, and (ii) such Lender shall have failed to accept in writing such offer of
Lessor fir a new lease and to communicate such acceptance to Lessor in the manner
provided in Section 11.7 below within thirty (30) days after receipt of such written offer
for a new lease. or the events described in clauses (i) and (ii) above have occurred, but
such Lender has failed within such thirty (30) day period to cure any and all delinquent
Rent payments and other monetary Defaults of Lessee under this GTCA and to commence
to cure any other Defaults of Lessee. If Lender fails to comply with the provisions of this
Section 11.4 its right to a new lease as set forth in this section shall terminate and Lender
shall thereafter have no further right, title or interest in and to the Leasehold Estate or the
Leased Premises. In the event Lender complies with the provisions of this Section 11.4,
the existing subleases ot'the Leased Premises (if any) shall remain in full force and effect
and shall not be affected.
11.5 Lease Amendments and Termination. Lessor and Lessee shall not voluntarily and
materially modify, amend, or change the provisions of this GTCA that would impact the
Lender's security interest, without the prior written consent of the Lender, which consent
shall not be unreasonably withheld. Lessor and Lessee shall not agree to voluntarily
terminate this GTCA unless the obligations to all Lenders which are secured hereby have
been paid in ful! .
11.6 Lender's Liability Hereunder. No Lender which takes a security interest in the
Leasehold Estate shall be liable to Lessor as an assignee of Lessee, unless, and until such
time as. such Lender shall have acquired the rights of Lessee hereunder through
toreclosure or other appropriate proceedings in the nature thereof, or by assignment in lieu
of foreclosure, or as a result of any other action or remedy provided for by Lender's
Leasehold Security Instrument, or which may otherwise be provided by law. Any Lender
which so acquires the Leasehold Estate shall be entitled to further assign or transfer this
GTCA or sublet the Leased Premises in the same manner as provided under Section 9,
above, with the prior written consent of Lessor. In the event such Lender has so acquired
the rights of Lessee hereunder, such Lender assigns the Leasehold Estate to a third party in
the manner contemplated herein, and such assignee agrees in writing to pay and perform
all of Lessee's obligations hereunder, then from and after the date of such assignee's
written assumption of Lessee's obligations hereunder, Lender shall thenceforth be relieved
of all liability under this GTCA.
11.7 Notices. Notices given by any and all Lenders to Lessor under this Section 11.7 shall be
in writing and shall either be delivered to Lessor personally, or deposited in the United
States mails. postage prepaid and addressed to Lessor at the address which Lessee shall
designate. Any notice which is so mailed shall be deemed to have been received by Lessor
within seventy -two (72) hours after the same is deposited in the United States mails.
Lessor hereby agrees that upon receipt of any notice, either from Lessee or from any
Lender. of the existence of any Leasehold Security Instrument, the Lessor will thereafter
deliver to such Lender a duplicate copy of any written notice required or permitted to be
given by Lessor to Lessee under the terms of this GTCA. Any such notice given to a
ender under this Section 11.7 shall be in writing and shall either be delivered to Lender
personally, or deposited in the United States mails, postage prepaid and addressed to
Lender at the address provided to Lessor. Any notice which is so mailed shall be deemed
to have been received by Lender within seventy -two (72) hours after the same is deposited
in the United States mails.
11.8 Implementation of Lender Protection Provisions. Lessor and Lessee shall cooperate to
include in this (iTCA by suitable amendment from time to time any provision which may
reasonably he requested by any proposed Lender for the purpose of implementing the
'lender protection" provisions contained in this GTCA and allowing such Lender
reasonable means to protect or preserve such Lender's lien and security interest in the
Leasehold Estate on the occurrence of a Default under the terms of this GTCA. Lessor and
Lessee shall execute and deliver (and to acknowledge, if necessary, for recording purposes)
any agreement necessary to effect any such amendment; provided, however, that any such
amendment shall not in any way affect the term of this GTCA or Rent under this GTCA,
nor otherwise in any material respect adversely affect any rights of Lessor under this
( if( `A: and further provided. however, that Lessor shall not be obligated to encumber its
reversionary interest in the Leased Premises. ( "subordinate the fee "), execute any
document creating personal liability on the part of Lessor, or otherwise subject Lessor or
Lessor's interest in the Leased Premises to liability whatsoever for such loan.
Notwithstanding the foregoing, Lessor and /or its lender shall be required to execute any
reasonable subordination and non - disturbance agreement requested by any Lender to
ensure that Lender's interest in the Leasehold Estate shall not be disturbed by the Lessor
and /or any of Lessor's lenders on the Leased Premises if any) in the event of a foreclosure
action,
11.9 Merger of Estates. In the event Lessee acquires the reversionary interest of Lessor in the
Leased Premises and any Lender holds a Leasehold Security Instrument encumbering the
Leasehold Estate, then the Leasehold Estate shall not merge with such reversionary
interest, hut shall remain a separate and distinct estate until all obligations to all Lenders
have been fully paid, performed and satisfied, and such security interest in the Leasehold
Estate shall remain in full force and effect, unless and until such time as Lessee has
executed an appropriate security interest in the Leased Premises in a form, and having a
priority, acceptable to all such Lenders.
12. PROCEEDINGS. If any action for breach of or to enforce the provisions of this GTCA is
commenced, the court in such action shall award to the prevailing party a reasonable sum as
attorneys' fees and costs both for trial and any appeal. The non - prevailing party in such action
shall pay such attorneys' fees and costs both for trial and any appeal. Lessee agrees to indemnify
and save harmless Lessor and its partners, officers, agents, employees and Affiliates from and
Il Orb!. Ape._.!.! ..
30
against any and all losses, claims, demands or suits by third parties in the manner contemplated in
Section 6.3 (including reasonable attorneys' fees). If any action or proceeding is brought against
Lessor by reason of anv such claims. Lessee upon notice from Lessor covenants at Lessee's cost
and expense to resist or defend such action or proceeding or to cause it to be resisted or defended
by an insurer. or if uninsured by counsel reasonably acceptable to Lessor, appointed and paid by
Lessee.
13 MISCELLANEOUS PROVISIONS
13.1 Representations. Lessor represents and warrants to Lessee that the following facts and
conditions exist and are true as of the Commencement Date and, to the extent specifically
so stated. will remain true throughout the Lease Term:
13.1.1 Due Authorization and Execution. Lessor has full right, title, authority, and
capacity to execute and perform this GTCA, the Memorandum of Lease (as defined
below), and any other agreements and documents to which Lessor is a party and
referred to or required by this GTCA (collectively, the "Lease- Related
Documents "); the execution and delivery of the Lease - Related Documents has been
duly authorized by all requisite actions of Lessor; the Lease - Related Documents
constitute valid, binding, and enforceable obligations of Lessor; and neither the
execution of the Lease- Related Documents nor the consummation of the
transactions contemplated thereby violates any agreement (including Lessor's
organizational documents), contract or other restriction to which Lessor is a party
or is bound. Lessor's representations and warranties contained in this paragraph
shall continue to apply in full force and effect throughout the Term as if made
continuously during the Term.
13.1.2 No Litigation. There is no existing or, to Lessor's knowledge, pending or
threatened litigation, suit, action, or proceeding before any court or administrative
agency affecting the Leased Premises that would, if adversely determined,
adversely affect the Leased Premises, or Lessee's ability to develop and operate the
I eased Premises for the purposes set forth herein.
13.2 Severability. A determination by a court of competent jurisdiction that any provision of
this GTCA or any part thereof is illegal or unenforceable shall not cancel or invalidate the
remainder of such provision or this GTCA, which shall remain in full force and effect.
13.3 Interpretation. The captions of the Sections of this GTCA are to assist the parties in
reading this GTCA and are not a part of the terms or provisions of this GTCA. Whenever
required by the context of this GTCA, the singular shall include the plural and the plural
shall include the singular. The masculine, feminine and neuter genders shall each include
the other. In any provision relating to the conduct. acts or omissions of Lessee, the term
-Lessee" shall include Lessee's agents, employees, contractors, invitees, successors or
others using the Leased Premises with Lessee's expressed or implied permission.
13.4 Notices. All notices require or permitted under this GTCA shall be in writing and shall be
personally deli\ ered or sent by certified mail, return receipt requested, postage prepaid, or
sent for overnight delivery by a nationally recognized courier such as Federal Express.
Notices to Lessee shall be delivered to the address specified in Section 1.1 above. Notices
to Lessor shall he delivered to the address specified in Section 1.1 above. All notices shall
he effective upon delivery or delivery refused. Either party may change its notice address
upon written notice to the other party.
13.5 Waivers. Except as otherwise provided under the terms of this GTCA all waivers must be
in writing and signed by the waiving party. Lessor's failure to enforce any provision of
this GTCA or its acceptance of Rent shall not be a waiver and shall not prevent Lessor
from enforcing that provision or any other provision of this GTCA in the future. No
statement on a payment check from Lessee or in a letter accompanying a payment check
shall be binding on Lessor. Lessor may, with or without notice to Lessee, negotiate such
check without being bound to the conditions of such statement.
13.6 Recordation of Memorandum of Lease. Lessor and Lessee each hereby agree to execute
a Memorandum of Lease in the form attached hereto as Exhibit D (the "Memorandum of
Lease ") upon the execution of any Supplemental Lease pursuant to the terms hereof which
Memorandum of Lease shall. at Lessee's option, be recorded in the Office of the Recorder
of Nueces County, Texas on or at any time following the Commencement Date. Any
transfer taxes or conveyance fees payable upon recordation of the Memorandum of Lease
will be payable by the Lessor.
13.7 Binding Effect; Choice of Law. This GTCA binds any party who legally acquires any
rights or interest in this GTCA from Lessor or Lessee. However, Lessor shall have no
obligation to Lessee's successor unless the rights or interests of Lessee's successor are
acquired in accordance with the terms of this GTCA. The laws of the state in which the
1_:eased Premise: is located shall govern this GTCA.
13.8 Corporate Authority; Partnership Authority. Each person signing this GTCA on
behalf of Lessee represents and warrants that he has full authority to do so and that this
GTCA binds the corporation. If requested by Lessor, within thirty (30) days after this
GTCA is signed, Lessee shall deliver to Lessor a certified copy of a resolution of Lessee's
Board of Directors authorizing the execution of this GTCA or other evidence of such
authority reasonably acceptable to Lessor.
13.9 Joint and Several Liability. All parties signing this GTCA as Lessee shall be jointly and
severally liable for all obligations of Lessee.
13.10 Execution of Lease. This GTCA may be executed in counterparts and, when all
counterpart documents are executed, the counterparts shall constitute a single binding
instrument. Lessor's delivery of this GTCA to Lessee shall not be deemed to be an offer to
lease and shall not be binding upon either party until executed and delivered by both
parties.
13.11 Survival. All representations and warranties of Lessor and Lessee shall survive the
termination of this GTCA.
13.12 GTCA Termination. This GTCA shall terminate on the Expiration Date.
32
13.13 Controlling Document. in the event that there is a conflict in the terms, conditions, rights,
or obligations, including but not limited to Lessor's right to receive income, in any
documents entered into by and between Lessor and Lessee, the terms, conditions, rights,
and obligations of this CiTCA shall control.
13.14 Counterparts. if this GTCA is executed in any number of counterparts in the manner
contemplated under Section 13.10, above, all such counterparts, taken together, shall
constitute one and the same instrument.
13.15 Ownership of Improvements During Term. During the Lease Term, title to any and all
Improvements, including, without limitation. buildings, parking areas,drives, walkways,
landscape improvements and infrastructure improvements such as roadways, utilities,
mains and lines. curbs and drainage facilities, which are constructed, installed or erected on
the Leased Premises by Lessee during the Lease Term shall vest in Lessee (unless any such
improvements are dedicated to the local municipality or applicable utility service provider)
or attached and or affixed to any building by Lessee, shall remain with Lessee during the
Lease Term or until the Expiration Date or earlier termination or cancellation of this
CTCA and shall thereupon automatically vest in Lessor as provided in Section 13.17,
below Notwithstanding the thregoing, title to any and all FF &E (as defined in Section
13.17. below) belonging to the Lessee or any sublessee, shall keep and retain their
character as personal property. shall not be deemed to be a part of the Leasehold Estate,
and shall be and remain the property of the Lessee or its sublessee, as applicable, during
the Lease Term and thereafter. following the Expiration Date.
13.16 Expiration of Term. Upon the Expiration Date: (a) all Improvements constituting part of
the Leased Premises (including any buildings) shall become Lessor's property and shall be
vacated in broom -clean condition; (b) Lessee shall deliver to Lessor possession of the
I. eased Premises; (c) Lessee shall surrender any right, title, or interest in and to the Leased
Premises: (d) Lessee shall deliver the Leased Premises free and clear of all: (i) subleases,
and (ii) liens except liens created as a result of Lessor's or any of its agents' acts or
emissions., (e) Lessee shall assign to Lessor, without recourse, and give Lessor copies or
originals of, an\ then current subleases that Lessor has elected to assume from Lessee, and
all assignable licenses, permits. contracts. warranties, and guarantees then in effect for the
Leased Premises, if any: (f) the parties shall cooperate to achieve an orderly transition of
operations from Lessee to Lessor without interruption, including delivery of such books
and records (or copies thereof) as Lessor shall reasonably require; (g) the parties shall
terminate the Memorandum of Lease. Notwithstanding anything to the contrary set for
herein. Lessee ;nay remove from the Leased Premises any FF &E (as defined herein) that
Lessee or any sublessee acquired or utilized in connection with the use and operation of the
Leased Premises, but Lessee or its sublessee must do so, if at all, before or within thirty
(30) days after the Expiration Date. During such 30 -day period: (a) Lessee may enter the
Leased Premises for such purposes. without being deemed a holdover; (b) Lessor shall
have no obligation to preserve or protect such FF &E; and (c) in entering the Leased
Premises. Lessee shall comply with Lessor's reasonable instructions. During said thirty
(30) day period Lessee shall keep in force all insurance coverages as required under the
terms of this GL'CA. with Lessor being named as an additional insured. Lessee shall also
indemnify, hold and save harmless Lessor from any and all claims, losses and
damages of whatsoever nature that might occur or be claimed as a result of Lessee's
actions during said thirty (30) day period. Lessee's FF &E not removed from the Leased
Premises within thirty (30) days after the Expiration Date shall be deemed abandoned. For
purposes of this GTCA, "FF &E" means all movable furniture, fixtures, equipment, and
personal property of Lessee that may be removed from the Leased Premises without
material damage thereto and without adversely affecting: (a) the structural integrity of the
Leased Premises; (b) any electrical, plumbing. mechanical, or other system of the Leased
Premises: (c) the present or tuture operation of any such system; or (d) the present or future
provision of any utility service to the Leased Premises. FF &E includes, but is not limited
to, such items such as such as factory equipment, furniture, fixtures and equipment,
telephone. telecommunications and facsimile transmission equipment, point of sale
equipment. telev isions. radios. and computer systems.
13.17 Right of First Refusal. In the event that at any time during the Lease Term or within
ninety (90) days atter the expiration thereof, Lessor should receive an offer for the
purchase of the Leased Premises, and if such offer to purchase is acceptable to Lessor
("Offer "), then Lessee shall have, and Lessor does hereby grant to Lessee, the right of first
refusal to purchase the Leased Premises at the same price and under the same terms and
conditions as are contained in such Offer. Upon receipt of any such Offer to purchase the
Leased Premises, Lessor shall deliver to Lessee a copy of any such Offer to Lessee,
certified by the Lessor as being a complete. true and correct copy of such Offer. Lessee
shall have a period of thirty (30) days from the date of the receipt of such Offer to elect
whether or not It intends to accept or reject such Offer. If Lessee desires to purchase the
Leased Premises from Lessor upon the same terms and conditions as set forth in such
Offer, Lessee shall so notify Lessor in writing within thirty (30) days of the receipt of the
Offer and shall accompany such notice with an earnest money deposit equivalent to any
earnest money deposit that was made with the Offer. If Lessee fails to so notify Lessor of
Lessee's acceptance of such Offer and exercise of the right of first refusal within such
thirty (30) day period, such failure to so notify Lessor shall be deemed a rejection of such
Offer. Rejection of such Offer shall not terminate this right of first refusal as to any other
or subsequent sales of the Leased Premises by Lessor, or Lessor's successors or assigns. If
Lessee fails to exercise its right of first refusal with respect to any such Offer, the Lessor
will remain obligated to give Lessee an additional opportunity, within the time period
pro' ided herein. to purchase the Leased Premises if the party that originally submitted that
Offer proposes any material change in that Offer that is less favorable to the Lessor, and
the Lessor is otherwise willing to accept any such lesser Offer. In the event of the exercise
by Lessee of this right of first refusal. Lessor and Lessee shall consummate the sale and
purchase of the Leased Premises in accordance with, and within the time limitations set
forth in the tenns and conditions of such Offer as originally submitted to Lessor and as
certified to Lessee. In the event that such Offer should include as a part of the
consideration to be paid for the Leased Premises any particular or unique property, or the
exchange of any other property, Lessee shall not be required to deliver to Lessor such
property, but shall satisfy such obligations by the payment to Lessor of cash in an amount
equivalent in value of such other property.
Any sale between the Lessor and Lessee pursuant to this provision shall be on the same
terms and conditions as were contained in the Offer.
13.18 Estoppel Certificates. Upon the written request by a party to this GTCA, the other party
shall within fifteen (15) days, furnish an estoppel certificate containing information
customarily contained in such certificates or as may be reasonably requested, including,
hut not limited to, the commencement and expiration dates of the Lease, the status of the
payment of rent. and the existence of any then current defaults.
13.19 Brokers. Each party represents and warrants to the other that it has dealt with no broker,
tinder or other person with respect to this GTCA contemplated hereby. Lessor and Lessee
each agree to indemnify and hold harmless one another against any loss, liability, damage,
cost, expense or claim incurred by reason of any brokerage commission alleged to be
payable because of any act. omission or statement of the indemnifying party. Such
indemnity obligation shall be deemed to include the payment of reasonable attorneys' fees
and court costs incurred in defending any such claim.
13.20 Effective Date. Notwithstanding the definition of the term "Effective Date" in the
introductory paragraph of this GTCA, the term "Effective Date" will mean and refer to the
date upon which this GTCA was last executed by the Lessor or Lessee, as evidenced by the
date ascribed next to each party's signature, below.
13.21 References /Definitions. All references herein to "GTCA" shall mean this General Terms
and Conditions Agreement. and where appropriate and/or applicable, any Supplemental
Lease entered into by and between Lessor and Lessee.
13.22 Conditions Operative. This GTCA shall become operative only upon the execution of any
Supplemental Lease (as previously described herein) by and between Lessor and Lessee. In
connection therewith, upon execution of any Supplemental Lease, this GTCA and any such
Supplemental Lease shall he considered and deemed to be merged into one lease
agreement.
[SIGNATURES ON NEXT PAGE]
35
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this GTCA as of the date first above written.
Lessor:
City of Corpus Christi
n)
B v:
George K. Noe
City Manager
Lessee:
Scannell Development Company
By:
N am e:
Title:
'1 N s.II Orool Agree,,,n, orp, ('hr x
36
Date:
Date:
As, ,uumell OVIwn Are,mm, Corpus Chum 7
EXHIBIT A
LEASED PREMISES
37
Date:
Lessor:
Lessor's Address:
EXHIBIT B
SHORT TERM SUPPLEMENTAL LEASE
[to General Terms and Conditions Agreement]
200
City of ('orpus Christi, a political subdivision of the State of Texas
c Corpus Christi International Airport
1000 Intemational Drive
Corpus Christi, Texas 78406
Lessee: Scannell Development Company, an Indiana corporation
Lessee's Address: 800 East 96th Street, Suite 175
Indianapolis, Indiana 46240
Leased Premises: Description of Leased Premises is contained on Exhibit "A" attached hereto, made
a part hereof and incorporated by reference herein.
Lease Term: One (1) year which shall be superceded by a Long Term Supplemental Lease
executed between Lessor and Lessee for the Leased Premises described above.
Reimbursement: If Lessor fails to execute a Long Term Supplemental Lease for the Leased Premises
as described above. Lessor agrees to reimburse Lessee for Lessee's expenses
incurred during the ninety (90) day period from Commencement Date of this
Supplemental Lease to develop the Leased Premises up to a maximum
reimbursable amount of $25,000.00.
(`ommencement Date:
, 20
Termination Date , 20
Base Rent (monthly): As stipulated in the GTCA.
Permitted Use: As stipulated in the GTCA.
This Supplemental Lease is operative under, subject to and performable pursuant to the
terms, covenants and conditions of that one certain GTCA dated , 20 , executed
by and between Lessor and Lessee, reference to which is here made for all pertinent purposes. Lessee
acknowledges that a true and correct copy of the GTCA has been given to Lessee by Lessor, and that this
signed instrument shall be deemed conclusive evidence of Lessee's receipt thereof. All terms, covenants
and conditions contained in said GTCA are incorporated in their entirety herein as if same were set forth
verbatim herein. In connection therewith, it is understood and agreed by Lessor and Lessee that all terms,
covents and conditions contained in said GTCA shall be the governing terms, covenants and conditions
of this Supplemental Lease.
13 x
This Supplemental Lease is executed pursuant to the terms, covenants and conditions of
the above described GTCA and is intended to supplement the GTCA pursuant to the terms hereof. Upon
execution hereof, the GTCA and this Supplemental Lease shall be considered and deemed to be merged
into one lease agreement. In the event of any inconsistency or conflict between the terms, covenants and
conditions of the GTCA and this Supplemental Lease, those of the GTCA shall prevail and control.
Lessor
City of Corpus Christi, a political subdivision
of the State of Texas
By: Date:
George K. Noe
City Manager
Lessee
Scannell Development Company, an Indiana
Corporation
By: — Name:
Title:
39
Date:
■ °mon Agrevma, t, co,s Chnst
EXHIBIT A
LEASED PREMISES
4()
Date:
Lessor:
Lessor's Address:
Lessee:
Lessee's Address: 800 East 96th Street, Suite 175
Indianapolis, Indiana 46240
EXHIBIT B
LONG TERM SUPPLEMENTAL LEASE
[to General Terrns and Conditions Agreement]
200
City of (''orpus Christi. a political subdivision of the State of Texas
c/o Corpus Christi International Airport
1000 International Drive
Corpus Christi, Texas 78406
Scannell Development Company, an Indiana corporation
Leased Premises: Description of Leased Premises is contained on Exhibit "A" attached hereto, made
a part hereof and incorporated by reference herein.
Lease Term:
('ommencement. Date:
Termination Date
Forty (40) years and zero (0) months which may be extended pursuant to Section
2.3 of the General Terms and Condition Agreement (GTCA).
, 20
, 20
Base Rent (monthly): As stipulated in the GTCA.
Permitted L se: As stipulated in the GTCA.
This Supplemental Lease is operative under, subject to and performable pursuant to the
terms, covenants and conditions of that one certain GTCA dated , 20 , executed
by and between Lessor and Lessee, reference to which is here made for all pertinent purposes. Lessee
acknowledges that a true and correct copy of the GTCA has been given to Lessee by Lessor, and that this
signed instrument shall he deemed conclusive evidence of Lessee's receipt thereof. All terms, covenants
and conditions contained in said GTCA are incorporated in their entirety herein as if same were set forth
verbatim herein. In connection therewith, it is understood and agreed by Lessor and Lessee that all terms,
covenants and conditions contained in said GTCA shall be the governing terms, covenants and conditions
of this Supplemental Lease
This Supplemental Lease is executed pursuant to the terms, covenants and conditions of
the above described GTCA and is intended to supplement the GTCA pursuant to the terms hereof. Upon
execution hereof, the GTCA and this Supplemental Lease shall be considered and deemed to be merged
Inncll 00 , Agre
41
into one lease agreement. In the event of any inconsistency or conflict between the terms, covenants and
conditions of the GTCA and this Supplemental Lease, those of the GTCA shall prevail and control.
Lessor
City of Corpus Christi. a political subdivision
of the State of Texas
By: Date:
George K. Noe
City Manager
Lessee
Scannell Development Company, an Indiana
Corporation
By:
Name:
Title:
42
Date:
Agrec,cni, ts Come. ■'hnsv
( i ,,,mnellOpitort Agrct,,,trtt,
EXHIBIT C
PLANS AND SPECIFICATONS
44
('1 r , ,.:Wm,CII Op. AQjec, rl
EXHIBIT D
MEMORANDUM OF LEASE
4S
State
ountt NI-'e
PUBLISHER'S AFFIDAVIT
CITY OF CORPUS CHRISTI
s,; Ad # 5557913
PO
Before rfl dersignrd_ Notary Public, this day personally came Sandra
°rum, h o )eini, ; firs- d t_; i\ sworn according to law. says that she is Legal
Sales Representative if he ( 'orpus Christi Caller - Times, a daily newspaper
nublis ed at Cc, pus Christ) in said City and State. generally circulated in
Aransas. Bet H rooks Duval, _)in Hogg, Jim Wells, Karnes, Kenedy, Kleberg,
live Oak Ref :igio San Patricia, Victoria and Webb Counties, and that
she pt l)l!cat on NOTICE, OF PASSAGE OF ORDINANCE NO. which the
nnev-1 c , was nsortt d in the Corpus Christi Caller -Times and on
he W Wido `Neb on Caller-Times Interactive on the 27TH day(s) of
AUGUST 200h
$181.(
cgal Sales Representative
TWO (2 ) Time(s)
Subscribed and sworn to o me on the date of
Notary Public. N% ces County, Texas
Michelle Cabrera
Print or Type Name of Notary Public
My commission expires on March 19, 2008.
'Su y „Au ust 27 2006 •CALLER -TIMES
OTICE OF PASSAGES
OF ORDINANCE NO
026920
Authorizing the City
Manager to execute a
Real Estate Option
Agreement with
Scannell Development
Company or its
subsidiary it
consideration of $1 OC
option fee for the first
option period of nine
(9) months, $20,000
for next successive
twelve (12) months
and $20,000 for next
suoeeaslve tltelwe (12)
month period, to tease
all or part of
approximately 56 acres
of land in Phase 1 of
the Corpus Christi
International Airport
Business Centre (State
Highway 44 west of
International Drive
north of Giasson and
east of Pinson Road)
at annual rate of twenty -
five cents per square
foot for property which
fronts International
Drive, and annual rate
of fifteen cents per
square foot for all other
property, to be
increased every five
years by 7.5 %, for a
term of forty years with
two successive five
year options to renew.
This ordinance was
passed and approved
by the City Council of
the City of Corpus
Christi on its second
reading on August 22,
laf Armando Chapa
City Secretary
City of Corpus Christi.