HomeMy WebLinkAbout028801 ORD - 10/12/2010AN ORDINANCE
AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO
EXECUTE A THIRTY-YEAR LEASE WITH CORPUS CHRISTI
DEVELOPMENTS 1, L.L.C., DOING BUSINESS AS CORPUS CHRISTI
FXG, L.L.C. ("LESSEE"), WITH TWO TEN-YEAR OPTIONS TO
RENEW, FOR APPROXIMATELY 356,320 SQUARE FEET FRONTING
PINSON DRIVE (INDUSTRIAL PARK) TO CONSTRUCT A
DISTRIBUTION FACILITY AND RELATED IMPROVEMENTS IN
CONSIDERATION OF LESSEE PAYING $.09 CENTS PER SQUARE
FOOT FOR UNIMPROVED LAND INCLUDING AN ADJUSTMENT OF
UP TO 3% EVERY FIVE YEARS AS SET OUT IN THE LEASE.
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 thirty-year
lease with Corpus Christi Developments 1, L.L.C., doing business as Corpus Christi
FXG, L.L.C. ("Lessee"), with two ten-year options to renew, for approximately 356,320
square feet fronting Pinson Drive (Industrial Park) to construct a distribution facility and
related improvements in consideration of Lessee paying $.09 cents per square foot for
.unimproved land including an adjustment of up to 3% every five years as set out in the
lease. A copy of the lease is attached to this ordinance as Exhibit A and will be placed
on file with the City Secretary's Office.
SECTION 2. Publication of this ordinance will be made in the legal section of the official
publication of the City of Corpus Christi as required by the City Charter of the City of
Corpus Christi, Texas. Pursuant to City Charter, Article IX, Section 3(a), the publication
expenses shall be paid by the Lessee.
SECTION 3. If, for any reason, any word, phrase, clause, paragraph, subdivision, or
section of this ordinance is held invalid or unconstitutional by final judgment of a court of
competent jurisdiction, it does not affect any other word, phrase, clause, paragraph,
subdivision, or section, for it is the definite intent of the City Council that every word,
phrase, clause, paragraph, subdivision, or section of this ordinance be given full force
and effect for its purpose.
028801
EHord311 revd22
INDEXED
The foregoin rdinance was read fo the first time and passed to its second reading on
this the i. -/-day of ,S�" , 2010, by the following vote:
Joe Adame
Chris N. Adler
Brent Chesney
Larry Elizondo, Sr.
Kevin Kieschnick
Priscilla G. Leal
John E. Marez
Nelda Martinez
Mark Scott
The foregoin,ordinance was ad-fqr the second time and passed to its final reading on
this the f, day of �( 1&c , 2010, by the following vote:
Joe Adame
Chris N. Adler
Brent Chesney
Larry Elizondo, Sr.
Kevin Kieschnick
Priscilla G. Leal
John E. Marez
Nelda Martinez
Mark Scott
PASSED AND APPROVED this /Ldayof 6 ' , 2010.
ATTEST:
7
4edliaiite
Armando Chapa "j Joe Adame
City Secretary Mayor
APPROVED as to form: September 3, 2010
110
Eliza th R. Hundley
Assi ant City Attorney
for the City Attorney
EHord311 revd22
028801
Ground Lease
At
Corpus Christi International Airport
Between
City. of Corpus Christi
And
Corpus Christi FXG, L.L.C.
1
GROUND LEASE
This ground lease (the "Lease") is made effective on the latter of the dates on which the
parties did execute this Lease, by and between the City of Corpus Christi as lessor ("City") and
Corpus Christi Developments 1, L.L.C., doing business as Corpus Christi FXG, L.L.C., as lessee
("Developer").
WITNESSETH:
WHEREAS, the City owns the Corpus Christi International Airport ("Airport"), located in
Nueces County, State of Texas;
WHEREAS, the Airport is managed by the Director of Aviation ("Aviation Director");
WHEREAS, Developer is organized and existing under the laws of the State of Missouri
and is authorized to transact business in the State of Texas;
WHEREAS, the parties hereto wish to enter into this Lease for land on which Developer
shall construct a distribution facility and related improvements, including vehicle parking areas, for
the purpose of operating a package collection and distribution business ("Project") to be leased
and operated by FedEx Ground Package System, Inc. (the "Sublessee");
NOW THEREFORE, in consideration of the mutual covenants contained herein, the
Parties agree as follows:
AGREEMENT:
1. Premises: City hereby leases to the Developer the land located and more particularly
described in the attached and incorporated Exhibit A ("Premises"). The Premises includes
approximately three hundred fifty six thousand three hundred twenty (356,320) square feet of
land, together with any existing easements.
2. Term: This Lease shall be for a base term of thirty (30) years commencing on the
sixty-first (61St) day following final approval by the City's City Council. Rent will be abated for the
period beginning on the commencement date until the date of beneficial occupancy as determined
by the issuance of a certificate of occupancy by the City ("Certificate of Occupancy") or September
1, 2011, whichever is earlier.
3. Option: Developer will be granted two (2) ten (10) year options on the Premises at
the then fair market rental rate subject to approval of the Federal Aviation Administration ("FAA")
and other terms as set out hereinafter.
4. Contingency: This Lease shall be subject to cancellation if the Developer and
Sublessee do not execute a build to suit sublease agreement on or before October 1, 2010.
5. Improvements: Developer shall provide the City with "as built" drawings of all new
construction ("Improvements") to assist in future rent calculations.
6. Incentives: Upon the issuance of a Certificate of Occupancy for the Project, the
Developer will be granted by the City a payment of Fifty Thousand Dollars ($50,000) as an
economic development incentive, to offset the costs of developing the Premises and completing
the Project at the Airport. The $50,000 payment shall be paid within thirty days after the receipt
of the Certificate of Occupancy.
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7. Rent: Rent is due and payable on the first day of each calendar month of the
Lease Term. Rent will be assessed for the gross square footage of the Premises and paid on an
annual basis to the Airport at the address shown in Section 30 of this Lease. The rent for the
period from the effective date of this Lease until September 1, 2011, or the date of beneficial
occupancy, whichever is earlier, will be zero dollars ($0.00). For the period from September 1,
2011 or the date of beneficial occupancy, whichever is earlier, until August 31, 2016, the rent will
be nine cents ($0.09) per square foot per annum. Effective on and after September 1, 2016, rent
will be adjusted every five (5) years based on a fair market appraisal with a cap of a 3% increase
over the preceding five (5) year period. The City reserves the right to adjust the rent in
accordance with its adopted policy for the Airport or FAA requirements subject to the 3% cap. For
purposes of determining the fair market value by appraisal, the Airport will submit the names of
three (3) appraisers that may be considered and the parties will jointly select one to perform the
appraisal. The recommendations of the selected appraiser will be final.
8. Agent: The City Manager appoints the Director of Aviation or his designee
("Aviation Director") as agent to receive all rent, notices and reports under this Lease.
9. Use of Premises: Developer shall use the Premises for the purposes to develop,
construct, and operate the Project stated above and for no other purpose without the express
prior written consent of Aviation Director. The Improvements on the Premises shall be used as a
sort and distribution warehouse.
10. Parking: The Premises may be used for parking the facility's business-related
automobiles, trucks, vans, trailers and similar vehicles without the payment of any additional fees
to City; provided, however, that Developer shall comply fully with all of Airport's rules and
regulations for parking and vehicle usage at the Premises and shall require the Sublessee and all
other sublessees to do so.
11. Signs: Developer may install City ordinance compliant signs or other corporate
identification of the business on the Premises at its sole cost; provided, however, that the
Developer has obtained Aviation Director's prior written consent as to the size, type, design and
location of these signs or other corporate identification, which consent shall not be unreasonably
withheld or delayed.
12. Right to Amend: If the FAA or its successor agency requires modifications or
changes in this Lease as a condition precedent to granting funds for Airport improvements,
Developer agrees to consent to the amendments, modifications, or changes of this Lease as may
be reasonably required to obtain the funds; provided, however, Developer will not be required to
pay increased rent or change the use of the Premises or accept a relocation or reduction in size of
the Premises until Developer and Airport have fully executed an amendment to this Lease that is
mutually satisfactory to all parties for any terms or conditions of this Lease affected by said
actions.
13. Subordination to U.S.A./FAA Requirements: This Lease is subordinate to the
provisions of any existing or future agreement between the City, acting through the Airport, and the
United States of America relating to the operation or maintenance of the Airport, where the
execution of said agreement(s) is required as a condition to the expenditure of federal funds for the
development of the Airport. If the effect of said agreement(s) with the United States, either under
this Section 13 or under Section 12 above, is to remove any or all of the Premises from the
control of Airport or to substantially destroy the commercial value of the Premises, then Airport
must, at Airport's expense, provide Developer, at no cost to Developer or its Sublessee, with land
and facilities substantially similar to the Premises and the Improvements constructed by Developer
on the Premises for the remainder of the Lease term, as it may have been extended from time to
time.
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14. Development of Improvements: All plans and specifications for Developer's
Improvements and all renovations, remodeling, refurbishing and construction upon the Premises
must meet all City fire, building and other applicable City, state and federal regulations and code
requirements, including obtaining required building permits. Upon final completion and
acceptance of the Improvements by Developer, Developer 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 Aviation Director's office in the terminal and provide the other set to the City
Secretary for incorporation into this Lease as a supplement to Exhibit A. The supplemented
Exhibit A becomes effective upon filing with the City Secretary and subsequent attachment to this
Lease.
Developer must keep said as -built 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
$15,000 to the Premises during the term of this Lease to Aviation Director, which plans are to be
attached to this Lease as a supplement in the same manner as provided for the original plans and
specifications. No substantial changes or alterations shall be made to said plans or specifications
after initial approval by Aviation Director without further written approval by Aviation Director.
The Developer will be responsible for arranging and paying for, at its sole cost, all utility
connections to the Premises. Utility usage will be billed directly to the Developer and paid for by
the Developer unless and until Developer has delegated the responsibility for utility payments to
Sublessee.
The Airport has reviewed and approves the Developer's submitted preliminary plans for
development and construction of the Improvements on the Premises. Said preliminary plans are
subject to final submission and permit review by the City. It is the intent of the Airport not to require
additional improvements other than those represented in the February 12, 2010, alternative site
plans. Said plans remain subject to final review by the City in the standard permitting process.
The Developer will coordinate design and construction of the Improvements with the Airport
and Aviation Director.
City.
Developer will be required to adhere to all landscaping requirements as required by the
Developer shall be responsible for causing the Premises to be maintained and kept in good
order and condition during construction and upon completion of the Improvements in accordance
with commercially reasonable standards at no cost to the City.
Because the Premises are located on Airport property, no property taxes will be assessed
against the Premises unless the law is changed and real estate taxes are extended tithe Premises.
Notwithstanding the foregoing, the Developer shall be responsible for the payment of any and all
taxes assessed against the Improvements.
During development, Developer will coordinate all construction traffic with the Airport so as
to not inhibit regular Airport traffic and to keep roadways safe and clean. The Airport has no
objection to the use of double trailer arrangements on Airport property subject to the requirements
of the U.S. A. and the Texas Department of Transportation.
The Airport will cooperate with the Developer for any roadway or access improvements
required to enhance traffic to the Premises. Any costs of modifications will be the sole
responsibility of the Developer.
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The Developer will enter into a construction contract with a reputable contractor and the
Airport reserves the right to approve the contractor, which approval shall not be unreasonably
withheld, conditioned or delayed.
All construction parking and staging will occur on the Premises unless agreed to by the
Airport in writing. Developer, at its sole expense, shall obtain all licenses and permits required prior
to performing any maintenance, repairs, construction on, or use of the Premises. The costs of
developing all plans and specifications as provided herein and the construction of Improvements
and facilities upon the Premises shall be paid solely by the Developer, without any cost or expense
to City whatsoever. The City will waive up to Fifteen Thousand Dollars ($15,000) of applicable City
permit fees for the Premises subject to final approval of the Lease by the City Council. The Airport
will cooperate with the Developer to obtain alternative financing for any aspects of the
development.
Upon termination of this Lease, ownership of the Improvements constructed by Developer
on the Premises shall revert to the City, free and clear of all liens, claims and other encumbrances
or adverse interest in the Premises or the Improvements thereon.
During the construction of the Improvements, the Aviation Director may, after providing
reasonable notice to Developer, enter upon the Premises during the Airport's normal business
hours and make inspections as may be necessary to ensure that the construction of the
Improvements is performed in accordance with the requirements of this Lease.
During this Lease, Developer shall, subject to the other terms and conditions of this Lease,
have the continuing right to remodel, renovate and refurbish the Premises and Improvements, or
any part thereof, and to build and construct new additions and Improvements thereon and thereto;
provided, however, that changes costing more than one hundred thousand dollars ($100,000) shall
require the prior written consent of Aviation Director, whose consent to the modifications will not be
unreasonably withheld, conditioned or delayed.
The City will promptly approve in writing all plans and design related change orders through
completion of the Project.
The Airport will pursue, in conjunction with the Developer, any and all available grant
funding which might be available for authorized use to construct the Improvements on the
Premises under the Project; and all grant funds received will be credited in full to the Developer.
Developer shall not allow a lien to attach to the Premises or Developer's leasehold interest
without the prior written approval of City Manager. Notwithstanding City Manager's approval, the
City's fee simple interest in the surface estate burdened by Developer's leasehold estate must be
exempt from said lien. Any lien of a lender shall contain the following language, or such other
similar language as may be approved by City Attorney:
"Lender agrees that the lien created by this instrument is effective only as to Developer's
leasehold estate created by the Lease, dated , 2010, executed by the City of
Corpus Christi, as City, and Corpus Christi Development I, L.L.C.,, doing business as Corpus
Christi FXG, L.L.C., as Developer, and does not affect City's interest, being the fee simple estate
burdened by Developer's leasehold estate."
In the event of any foreclosure by any lender, financing agency, or guarantor of its lien or
liens on the Improvements constructed by Developer located on the Premises, said lender,
financing agency, or guarantor succeeds hereunder to all rights, privileges, and duties of
Developer, including without limitation paying rent, as if said lender, financing agency, or guarantor
was originally named Developer herein, and said lender, financing agency, or guarantor will have a
reasonable time after the date of foreclosure [not less than three hundred sixty (360) days] to
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sublease any available Improvements to those parties that are pre -approved by Aviation Director in
writing.
Developer covenants that all construction, including all workmanship and materials, will be
of first-class quality. As used herein, the term "first-class quality" means of the same quality as
materials used to construct other buildings used for the same or similar purposes already
constructed on the Airport property.
After completing construction of Improvements on the Premises, Developer must certify to
Aviation Director that the improvements were completed according to the approved plans and
specifications and that Developer has complied with all applicable federal, state, and local laws,
rules, ordinances, and regulations.
Prior to Developer's delivery of possession to the Sublessee, a copy of the Certificate of
Occupancy must be provided to the Aviation Director.
Developer must include in all construction contracts entered into a provision requiring the
contractor, or in the alternative, Developer, to indemnify, hold harmless, defend and insure City,
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 the construction work, whether the claims and
demands made are just or unjust, unless same are caused by the gross negligence or willful act
of City, its officers, agents, or employees. Developer must furnish or, in the alternative, require the
contractor to furnish, insurance as required in Section 29 herein.
15. Repair and Maintenance: Developer, at its own expense, shall make, or cause to
be made, any and all repairs and replacements necessary to keep the Premises and
Improvements in a first-class condition and in safe repair and shall make any and all repairs and
replacements necessary to remedy defects of a structural nature. Developer shall provide
janitorial service and maintenance to keep the interior and exterior of the Premises and
Improvements in a clean, attractive and sanitary condition at all times. The landscaping must be
well-maintained and kept in a neat and tidy condition. Developer shall repair any and all damage
caused to real and personal property of City occurring on the Premises, including damage caused
to the Improvements, or elsewhere on the Airport property as a result of the willful or negligent
acts or omissions of Developer its officers, employees, contractors or agents.
16. Security: Developer its officers, employees, agents, contractors, and invitees must
comply with all federal and local security regulations adopted by City pursuant to 14 CFR Part
107, as the same may be amended. Developer covenants to indemnify and hold
harmless City, its officers and employees from any charges, fines, or penalties that
may be assessed or levied by the FAA or Transportation Security Administration by
reason of the negligent or intentional failure of Developer its officers, employees,
agents, contractors, or invitees to comply with security regulations, regardless of
whether the fine, charge or penalty is levied against the City or the Developer.
17. CFR Part 77 Requirements: Developer covenants to comply with the notification
and review requirements set out in Part 77 of the Federal Aviation Regulations [14 CFR Part 77],
as amended, if Developer plans to construct or modify any structure, antenna, or building located
on the Premises or to be constructed as an Improvement.
18. Control of Structures: Developer shall not erect nor permit the erection of any
structure, antenna, or building, nor permit the growth of any tree on the Premises, which has its
highest point above a mean sea level elevation established by FAA and Airport as a height
limitation on said structure, antenna, building, or object. Airport may enter the Premises and
6
remove the encroaching structure, antenna, building, or object at Developer's expense plus an
administrative charge of 15%.
19. Aerial Approaches: Aviation Director may take any action necessary to protect
the Airport's aerial approaches against obstruction, including the right to prevent Developer from
erecting or permitting to be erected any building or structure on or adjacent to the Airport which, in
Aviation Director's opinion, would limit the usefulness of the Airport or constitute a hazard to
aircraft.
20. Hazardous Substances: Developer shall comply, and shall require any sublessee
to comply, with all environmental laws, rules, regulations, orders and permits applicable to the use
of the Premises and Improvements including, but not limited to, required National Pollutant
Discharge Elimination System Permits and all applicable laws relating to the use, storage,
generation, treatment, transportation, or disposal of hazardous or regulated substances. Except
for the hazardous substances governed by and transported in full compliance with the
transportation laws of the state or federal government, Developer must not knowingly use, store,
generate, treat, transport, or dispose of any hazardous or regulated substances or waste on or
near the Premises without Aviation Director's prior written approval and without first obtaining all
required permits and approvals from all authorities having jurisdiction over the operations
conducted on the Premises.
If Developer determines that a threat to the environment including, but not limited to, a
release, discharge, spill or deposit of a hazardous or regulated substance, has occurred or is
occurring which affects or threatens to affect the Premises or the persons, structures, equipment,
or other property thereon, Developer must notify immediately by oral report in person or by
telephone, to be promptly confirmed in writing, to the Aviation Director as required by law or
regulation. Developer shall require any Sublessee to cooperate fully with the Aviation Director in
promptly responding to, reporting, and remedying a threat to the environment, including, without
limitation, a releaseor threat of release of hazardous or regulated substance into 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.
Developer shall keep a readily accessible file of Materials Safety Data Sheets ("MSDS")
for each hazardous substance on the Premises or transported, in accordance with federal and
state transportation laws, which file must be posted and immediately available to any Airport
employee who responds to a report of a discharge of a hazardous substance on the Premises.
Developer will require any operator of the facilities on the Premises to use best efforts to
determine which hazardous substance was accidentally discharged and have that MSDS sheet
available for the first responders to the Premises.
Developer will cause prompt remediation and the payment of all costs associated with any
action or inaction of Developer that directly or indirectly prevents the City, acting through the
Airport, from materially conforming to all then applicable environmental laws, rules, regulations,
orders, or permits relating to the Premises. The rights and obligations set forth in this section shall
survive the earlier expiration or termination of this Lease.
21. Nondiscrimination/Affirmative Action:
A. Nondiscrimination — General- Developer for itself, and as a requirement for any
sublessee, their personal representatives, successors in interest, and assigns, as a part of the
consideration hereof covenants that: (1) no person on the grounds of race, creed, color, religion,
sex, age, national origin, handicap, or political belief or affiliation will be excluded from
participation in, denied the benefits of or otherwise be subjected to discrimination in the use of the
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Premises; (2) in the construction of any improvements on, over, or under the Premises and the
furnishing of services thereon, no person on the grounds of race, color, religion, sex, age, national
origin, handicap, or political belief or affiliation will be excluded from participation in, denied the
benefits of, or otherwise be subject to discrimination; (3) Developer will cause to the best of its
ability the Premises and Improvements to be in compliance with all other requirements imposed
by or pursuant to 14 CFI( Part 152, Subpart E Non Discrimination in Aid Program and Title VI of
the Civil Rights Act of 1964 and 49 CFR, Subtitle A, Part 21, Nondiscrimination in Federally
Assisted Programs of the Department of Transportation, and as said Title and Regulations may be
amended, and with other applicable state or federal laws or regulations, as amended.
B. Nondiscrimination - Business Owner - This Lease is subject to the requirements of
the U.S. Department of Transportation's regulations, 49 CFR Part 23. Developer for itself, and as
a requirement for any sublessee, agrees that it will not discriminate against any business owner
because of the owner's race, color, national origin, or sex in connection with the award of
performance or any concession agreement, management contract or subcontract, purchase or
lease agreement, or other agreement covered by 49 CFR Part 23.
C. Remedy for Breach - If the Developer is found by a final verdict of a court of
competent jurisdiction to have deliberately breached a non-discrimination covenant, or to have
permitted any sublessee to deliberately breach a non-discrimination covenant, the City may
immediately enforce the remedies directed by the Court's decision, which may include the City's
right to reenter the Premises, retake possession thereof and terminate the Lease. This provision
is not effective until the procedures of Title 49, Code of Federal Regulations, Part 21 are
completed, including exercise of any rights to appeal.
D. Affirmative Action - Developer shall cause to be implemented an affirmative action
program as required by 14 CFR Part 152, Subpart E, to provide (i) that no person on the grounds
of race, creed, color, religion, sex, age, national origin, handicap, or political belief or affiliation is
excluded from participating in any employment activities covered in 14 CFR Part 152, Subpart E;
(ii) that no person will be excluded on these grounds from participating in or receiving the services
or benefits of any program or activity covered by that subpart; (iii) that third parties otherwise
retained by Developer shall provide similar assurances to Developer to undertake affirmative
action programs and to require assurances from their sub-organizations, as required by 14 CFR
Part 152, Subpart E. Developer ,at no expense to the City, shall comply with any applicable
requirements of the Americans with Disabilities (ADA) as it may be amended, with respect to the
Premises and its Improvements.
22. Compliance with Laws:
A. General - Developer covenants to promptly observe, comply with and execute,
and shall cause any sublessee to promptly observe, comply with and execute, the provisions of
any and all present and future governmental laws, ordinances, rules, regulations, requirements,
orders and directions applicable to the use and occupancy of the Premises. A material breach of
this covenant, which is not remedied within any permitted cure period, may be cause for City's
exercising its rights under Section 23 of the Lease. During any period of Developer's good faith
challenge to any such laws, ordinances, rules, regulations, requirements, orders and directions in
a court of competent jurisdiction, Developer's inaction shall not be deemed a breach of this
Lease.
B. Federal - Developer shall comply and shall require any sublessee to comply with
all applicable federal laws, rules, and regulations, including without limitation the Drug Free
Workplace Act, the Violence in the Workplace Act, the Americans with Disabilities Act, and any
other acts that the U.S. Congress passes that apply to the uses and operations at the Premises.
8
C. Disadvantaged Business Enterprises ("DBE") - Developer acknowledges that the
provisions of 49 CFR, Part 23, Disadvantaged Business Enterprises (DBE), as said regulations
may be amended, and such other similar regulations as may be enacted, may be applicable to the
activities of Developer and any sublessee under the terms of this Lease, unless exempted by said
regulations, and Developer hereby agrees to comply with the FAA and the U.S. Department of
Transportation in reference thereto. Developer understands and agrees to the following
assurances: It is City's policy that DBEs have the maximum practicable opportunity to be awarded
contracts. Developer agrees to use good faith efforts to promote this policy through its Lease of
the Premises. Additionally, Developer, as an equal opportunity employer, agrees to use good faith
efforts to provide maximum opportunity for the consideration and use of DBEs in the contracting,
subcontracting and purchasing activities associated with this Lease and to abide by all applicable
provisions of the Airport's approved, and it's approved updates to, the DBE Program and this
Lease. Developer agrees and shall require any sublessee to agree that no person will be
excluded from participation in, denied the benefits of, or otherwise be discriminated against in
connection with the award and performance of any contract because of race, color, religion,
national origin, sex, age, handicap, or politi al belief or affiliation, and as more specifically
provided in Section 21 hereof. See Exhibit B cNed hereto and incorporated herein setting out
Developer's program in support of the Airport's DBE programorlar4D-ihe siri-occendFn+`an.
D. State - Developer shall comply with all applicable laws, rules, and regulations of
the State of Texas.
E. Local - Developer shall comply with all applicable City ordinances, and rules and
regulations promulgated by Aviation Director.
23. Termination:
A. Termination By Developer - Without limiting any other rights and remedies to which
Developer may be entitled by common law, statutory law, or as elsewhere provided in this Lease,
this Lease may be terminated by Developer at any time after the happening, and during the
existence, of one or more of the following events:
1. The City's permanent abandonment of the Premises at the Airport;
2. The lawful assumption by the United States Government, or any authorized
agency thereof, of the operation, control, or use of the Airport, or any substantial part or parts
thereof, that substantially restricts any sublessee from operating for at least 150 days;
3. The issuance by any court of competent jurisdiction of an injunction that
prevents or restrains the use of the Airport or the Premises that continues for at least 150 days; or
4. The default by the City in the performance of any covenant or obligation on
the part of the City to be performed, and the failure of the City to remedy the default for 60 days
after receipt from Developer of written notice to remedy the same.
B. Termination by City - Without limiting any other rights and remedies to which City
may be entitled at common law, statutory law, or as elsewhere provided in this Lease, this Lease
may be terminated by the City if Developer:
1. Is in arrears in paying the rent, fees, or other charges due under this Lease for ten
(1 0) business days (business" days are Monday through Friday inclusive) after written notice, or
such other time as may be provided herein (provided City has given written notice of such
arrearages to Sublessee and has provided Sublessee with at least ten (10) business days to pay
or cause to be paid those arrearages);
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2. Makes a general assignment for the benefit of creditors;
3. Abandons the Premises ["abandon" shall mean failing to operate a business in the
Improvements to the Premises for a period in excess on one (1) year];
4. Otherwise defaults in the performance of any of other material covenant of this
Lease and continues the default for thirty (30) days, or such other time as may be provided
herein, after receipt of written notice from Aviation Director of the default. If the default cannot
reasonably be cured within said 30 days or within any other time as set out in the notice of default,
Developer shall be deemed to have cured the default if it commences the remedy process within
the applicable period and thereafter diligently prosecutes the same to completion.
C. City's Right to Entry Upon Termination - If City terminates this Lease or if
Developer abandons the Premises, the City may enter upon the Premises.
In the event of termination by the City, the Aviation Director may enter onto the Premises
to remove any and all persons or property from the Premises and place any property in storage
for the account of and at the expense of Developer. All property on the Premises is hereby
subjected to a contractual landlord's lien to secure payment of delinquent rent and other
sums due and unpaid under this Lease, any and all exemption laws are hereby expressly
waived in favor of said landlord's lien; and it is agreed that said landlord's lien is not a
waiver of any statutory or other lien given or which may be given to City but is in addition
thereto.
In the case of default, if Developer fails to remove any of its property on the Premises
within thirty (30) days following the written notice of default, Aviation Director may sell the property
found on the Premises at a public or private sale with proceeds of the sale applied first to the cost
of the sale, then to the cost of storage of the property, if any, and then to the indebtedness of
Developer, with the surplus, if any, to be mailed to Developer at the address herein designated.
Developer further agrees to hold harmless and indemnify City, including its
officers, agents, and employees, against, from any loss or damage or claim arising
out of City's action in collecting monies owed to it under this paragraph, except for
any loss, damage, or claim caused by the gross negligence or willful misconduct of
City or its employees.
D. Notice of Termination - If an event of material default occurs, and after due written
notice identifying the default the defaulting party has failed to cure or failed to commence to cure,
the complaining party may at any time after the expiration of any such cure period terminate this
Lease by providing written notice of termination to the defaulting party. The Lease will be
terminated on the date specified in the notice but not sooner than thirty (30) business days after
the postmarked date of the notice. Rental payments are payable only to the date of termination.
This subsection is subject to the requirements set out in subsection C of this section.
E. Partial Destruction - If the Premises or Developer's Improvements are partially
damaged due to acts of God or other acts outside the control of the Developer or City, to the
extent that Sublessee cannot use the Premises for its intended use, then, at Developers option,
this Lease may be terminated or instead may be suspended until the damage is repaired. If the
Lease is suspended, Developer and City will mutually agree on a time period for Developer to
repair the damages to the Premises or Improvements. If the Lease is terminated, as provided for
herein, the rent will be abated from the date of the casualty; provided, however, that Developer
must use its insurance proceeds to either replace the Improvements or remove all trace of the
Improvements and return the Premises to a state of raw land. All remaining insurance proceeds
will be paid to Developer. The City Manager of the City is the sole judge of the extent of damage
to the Airport.
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F. Notice to Sublessee - Notwithstanding anything herein to the contrary, if Developer
is in default of any term, provision, covenant or condition of this Lease, City shall give written
notice to Sublessee at the address set forth in Section 30; and Sublessee shall have a time to
cure the default, or cause the default to be cured, equal to the time provided to Developer under
this Lease. The time for Sublessee's opportunity to cure shall be computed from the day it
actually received notice from the City of Developer's default. If the City is in default of any term,
provision, covenant or condition of this Lease, Developer shall give written notice to Sublessee at
the address set forth in Section 30.
24. Property Rights upon Expiration or Termination:
A. Removal of Equipment - Upon the expiration or earlier termination of this Lease,
City shall, by written notice to any sublessee, permit the sublessee to remove all removable
furniture, fixtures and equipment installed by the sublessee so long as it removes same within the
time period set forth in the notice, but in no event less than thirty (30) calendar days after
termination or expiration of the Lease. The City may require any damage to the Premises caused
by any sublessee's removal of its property to be repaired at the Developer's expense within fifteen
(15) business days after termination or expiration of the Lease Such repairs must be made to the
reasonable satisfaction of Aviation Director. Any fuel storage facilities installed must be removed
prior to vacating the Premises, regardless of circumstances.
Notwithstanding the foregoing, if any sublessee fails to remove its removable furniture,
fixtures and equipment within thirty (30) days after the date determined in the notice, then Aviation
Director may, at its option, take title to the said personality and sell store or salvage the same, as
permitted by law. Any net expense Aviation Director incurs on behalf of City in disposing of the
any sublessee's personal property shall be billed to that sublessee directly by the Aviation
Director. The Aviation Director will provide any sublessee with a written itemized breakdown of the
costs recaptured, if any, by the sale, storage or salvage of the property, and the balance due,
which is expected to be paid by the sublessee upon receipt of said itemized breakdown.
B. New Lease - Do Not Remove Equipment - If City and Developer negotiate a new
Lease after the expiration of this Lease, there shall be no requirement to remove its furniture,
fixtures and equipment from the Premises.
C. Improvements Revert to City - Except for the right of any sublessee to remove
personal property (subject to Sections 23 and 24) at the expiration of the Lease, all permanent
Improvements placed or constructed on the Premises by Developer revert to City.
D. Holdover - Any holding over by Developer of the Premises after the expiration or
other earlier termination of this Lease shall be on a month-to-month tenancy at sufferance, at the
then current monthly rent and subject to surrender upon thirty (30) days' prior written notice.
Failure to timely surrender the Premises following such written notice subjects Developer to a
monthly holdover fee of the then current monthly rent for each month of delay.
25. Re -delivery of Premises: Upon the expiration or earlier termination of this Lease,
Developer shall deliver the Premises to City peaceably, quietly and in as good condition as the
same now are or may be hereafter improved by Developer or City, normal use and wear thereof
excepted. In addition to a landlord's lien provided by the law of the State of Texas, the City has a
contractual lien on all property of Developer on the Premises as security for nonpayment of rent.
26. Developer's Maintenance Obligations:
A. Premises - Developer shall maintain the Premises and Improvements in good
appearance and repair and in a safe condition at its expense. Developer shall maintain, repair,
replace, paint, or otherwise finish all leasehold Improvements on the Premises (including, without
11
limitation, walls, partitions, floors, ceilings, windows, doors, and glass, and all furnishings, fixtures,
and equipment therein). All of the maintenance, repairs, finishing and replacements must be of
quality at least equal to the original in materials and workmanship. Developer shall, as much as
practicable, ensure that the Premises are maintained free of foreign object debris.
B. Quality of Maintenance - It is the intent of Aviation Director and Developer that the
Improvements will be maintained in a manner that shall keep the improvements intact, in good
repair, and in a condition so that said Improvements will be usable at the end of the Lease.
Developer must comply with the maintenance obligations and with all -applicable governmental
laws, rules, or regulations. Aviation Director is the sole judge of the quality of Developer's
maintenance, which must be reasonable and consistent with other properties. Aviation Director
may at any time, during City's normal business hours, upon prior notice unless an emergency
exists, enter upon the Premises to determine if the maintenance requirements of this Lease are
being complied with. Aviation Director must notify Developer in writing of any default. If the
required maintenance in Aviation Director's notice to Developer is not commenced within fifteen
(15) business days after receipt of such written notice, or is not diligently prosecuted to
completion, Aviation Director may enter upon the Premises and perform the subject maintenance,
and Developer agrees to reimburse the Airport for its cost plus a fifteen percent (15%)
administrative fee within thirty (30) days after Aviation Director's written demand therefore,
together with copies of all paid receipts for such repairs and maintenance.
C. Correct Hazards - Developer must immediately correct or cause to be corrected
any hazardous or potentially hazardous condition on the Premises upon knowledge thereof, or
after receipt of notice from Aviation Director. At Aviation Director's reasonable discretion, the
operations in the Premises, or affected portion of the Premises, may be restrained or stopped until
the hazardous or potentially hazardous condition is removed or corrected.
27. City's Obligations:
A. To operate the Corpus Christi International Airport as a public airport during the
Lease term, subject to the assurances given by City to the United States Government.
B. To make water, gas and wastewater service available to the Premises property line
on the same basis as it is made available to all businesses operating at the Airport. Developer
must pay in full all utility usage charges for water, gas, wastewater, electricity and other utilities
supplied to the Premises during the Lease term as the charges become due and payable.
28. indemnification:
A. General - Developer must indemnify, hold harmless, defend and insure
the City, its officers, agents, and employees from and against any and all claims and
causes of action, administrative proceedings, judgments, penalties, fines, damages,
losses, demands, liabilities, or expenses whatsoever (including reasonable
attorney's fees and costs of litigation, mediation and/or administrative proceedings)
which may be brought, alleged, or imposed against the City, its officers, agents, or
employees arising directly or indirectly from or in any way connected with (i) any
property damaged or loss, personal injury, including death, or adverse effect on the
environment arising out of Developer's action or inaction with regard to the
operations of Developer hereunder, including the use or occupancy of the
Premises, or in providing access to secured areas of the Airport as set out herein,
excepting only that liability as may result from the gross negligence or the willful
misconduct of the City, including its officers, agents, and employees; (11) the failure
of Developer, its officers, agents or employees, to comply with the terms and
12
conditions of this Lease, or to comply with any applicable federal, state, or local
laws, rules, regulations, or orders including, but not limited to, any and all
applicable federal, state, or local environmental laws, rules, regulations, or orders;
or (iii) release of any hazardous or regulated substances or waste onto, into, or from
the Premises or other Airport property, connected in any way with the operations or
the action or inaction of the Developer its officers, agents or employees, regardless
of whether the act, omission, event, or circumstance constituted a violation of
applicable law at the time of the occurrence. The rights and obligations set forth in
this paragraph shall survive the expiration or earlier termination of this Lease.
B. Special Claims - Developer agrees to defend, at its own cost, and to
protect, indemnify, and otherwise hold harmless, the City, including its officers,
agents, and employees (including but not restricted to the posting of bond and
release of attachment) from and against any and all claims in any way arising out of
or in connection with the construction, repair, or maintenance work undertaken
hereunder by, through or on behalf of Developer, including but not restricted to
attachments, liens or levies, and whether or not the claim is meritorious, made,
failed or asserted by any party other than Developer or Sublessee against the City,
including its officers, agents, and employees or the Premises or Improvements
thereon or part thereof, or monies owing to the Airport.
C. Notice - Notwithstanding the above identifications, Developer must give Aviation
Director notice of any matter covered hereby and forward to Aviation Director copies of every
demand, notice, summons, or other process received in any claim or legal proceeding covered
hereby within ten (10) working days of Developer's receipt of said notice, demand, summons, or
other process.
D. intentionally omitted.
29. Insurance: Developer must provide insurance in the amounts and types of
coverages required by the City's Risk Manager ("Risk Manager"), a copy of which is attached and
incorporated as Exhibit C. Developer must cause certificate(s) of insurance to be provided to the
Aviation Director and Risk Manager thirty (30) days prior to the annual anniversary date of the
effective date of the Lease, which shows the level and type of insurance. The issuer of the
certificate of insurance must provide Aviation Director thirty (30) days written notice, by certified
mail, prior to cancellation, non -renewal, or material change in the insurance policy(ies).
Risk Manager will annually assess the level and types of insurance required by the Lease.
Risk Manager can reasonably increase or decrease the level or types of insurance by giving
Developer notice no less than sixty (60) days prior to the annual anniversary date of the effective
date of the Lease. Developer shall have thirty (30) days to procure the changed insurance and
provide written proof of insurance to Aviation Director.
All insurance required by this Lease must be primary insurance and not in excess of or
contributing with other insurance which Developer may carry. All policies must name City as an
additional insured. The applicable insurance policies required by this Lease must apply separately
to City as if separate policies had been issued to Developer and City.
The amounts of all required insurance policies must not be deemed a limitation of
Developer's covenant to indemnify City and, if Developer or City becomes liable in an amount in
excess of the amount(s) of said policies, then Developer must indemnify City from the whole
13
thereof, except in the event of grossly negligent or willful misconduct on the part of City, its
officers, or employees.
30. Notice: Notices are sufficient if in writing and sent by certified mail, return receipt
requested, postage prepaid, or by overnight delivery service with proof of delivery, or by facsimile
followed by written notice confirmed by mail or other delivery service, as addressed below:
If to City:
Director of Aviation
Corpus Christi International Airport
1000 International Drive
Corpus Christi, Texas 78406
Office: (361) 289-0171
Fax: (361) 289-1251
If to Developer: Corpus Christi Developments I, L.L.C.
doing business as Corpus Christi FXG, L.L.C.
4520 Madison, Suite 100
Kansas City, Missouri 64111
Office: (816) 389-5700
Fax: (816) 389-5701
Anv notice required to be given to Sublessee:
FedEx Ground Package System, Inc.
1000 FedEx Drive
Moon Township, PA 15108
Attention: Real Estate Department — Facility #784
Office: (412) 269-1000
Fax: (412) 859-2655
Or to any other address that may be designated in writing from time to time by the parties.
31. GENERAL PROVISIONS:
A. Mineral Rights - City expressly reserves all water, gas, oil and mineral rights in and
under the soil beneath the Premises in which it holds an interest, but testing for and/or removal of
any such City -owned gas, oil, or minerals shall be done in a manner so as not to disturb the
Premises or disrupt the operation of the business being conducted thereon.
B. No Waiver of Forfeiture - Any failure or neglect of City or Developer at any time to
declare a forfeiture of this Lease for any breach or default whatsoever hereunder does not waive
City's or Developers right thereafter to declare a forfeiture for like or other or succeeding breach
or default.
C. Force Majeure - Neither City nor Developer will be deemed to be in breach of this
Lease if either is prevented from performing any of its obligations hereunder by reason of force
majeure. "Force Majeure" for the purposes of this Lease means any prevention, delay, or
stoppage due to strikes, lockouts, labor disputes, acts of God, including inclement weather and/or
periods of rain or snow, inability to obtain labor or materials, or reasonable substitutes therefore,
governmental restrictions or requirements, governmental regulations, governmental controls,
inability to timely obtain governmental approvals, enemy or hostile governmental action, civil
commotion, fire or other casualty, and other causes beyond the reasonable control of the party
obligated to perform. All of the foregoing events excuse the performance by either party for a
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period equal to any prevention, delay, or stoppage, including the obligations imposed with regard
to commencement or payment of rental and other charges to be paid by Developer pursuant to
this Lease and the obligation of City to deliver the Premises.
D. Quiet Enjoyment - City covenants that it has the authority to execute this Lease,
that at commencement of the Lease, City has good title to the Premises and that throughout the
term hereof, Developer will have peaceful and uninterrupted possession of the Premises subject
to Developer's payment of rent and other charges and to its performance of the covenants of this
Lease. City agrees to remedy any violation of quiet enjoyment caused by City or one of the other
tenants and to honor Developer's tenancy for the term of the Lease.
E. Rules and Regulations - Aviation Director may adopt and enforce reasonable rules
and regulations to be uniformly applied to similar uses and users of similar space, which
Developer agrees to observe and obey with respect to the use of the Premises and the health,
safety and welfare of those using the Premises.
F. Venue - Venue of any action brought under this Lease lies in Nueces County, Texas,
exclusively, where the Lease was executed and will be performed.
G. Successors and Assigns - Subject to the limitations upon assignment and transfer
herein contained, this Lease binds and inures to the benefit of the parties hereto, and their
respective successors and assigns.
H. No Third Party Benefit - No provision of this Lease creates a third party claim
against the City or the Developer beyond that which may legally exist in the absence of any such
provision.
I. Taxes and Licenses - Developer must cause to be paid any and all taxes of
whatever character, including ad valorem and intangible taxes, that may be levied or charged upon
the Premises, leasehold Improvements, or operations hereunder and upon Developer's rights to
use the Premises, whether the taxes are assessed against Developer or City, prior to the past due
date. Developer shall cause to be paid any and all sales taxes arising in connection with the
occupancy or use of the Premises whether the taxes are assessed against the Developer, any
sublessee or City. Developer must obtain and pay for all licenses or permits necessary or required
by law for the construction of Improvements and must require any sublessee to obtain and pay for
all licenses and permits necessary or required by law for the installation of equipment and
furnishings and any other .licenses necessary for the conduct of its operations hereunder. If
Developer wishes to contest any tax or charge, that contest will not be a default under the Lease
so long as Developer diligently prosecutes the contest to conclusion and promptly pays whatever
tax is ultimately owed. Further, Developer shall cause any taxes not being contested to be paid
prior to the past due date.
J. Trash and Refuse - Developer must arrange for the collection and lawful disposal
of all trash and other refuse resulting from operations on the Premises; must provide and use
suitable sealed fireproof receptacles approved by Aviation Director for all trash and other refuse
generated by the use of the Premises; must prohibit piling of boxes, barrels or other similar items
in or within view from a public area; must comply with all applicable laws and regulations relative
to trash disposal; and must pay or cause to be paid the costs associated with trash removal and
disposal.
K. Terms Binding on Successors and Assigns - All of the terms, covenants and
agreements herein contained shall be binding upon and shall inure to the benefit of the heirs,
successors and assigns of Developer and City.
15
L. Estoppel - Both parties agree that, at any time and from time to time at reasonable
intervals, within fifteen (15) business days after written request by the other party, said receiving
party will execute, acknowledge and deliver to the party designated by the requesting party, a
certificate in a form as may from time to time be provided, certifying to the extent true and correct
the following, as well as any other provision reasonably requested by the other party: (a) that
Developer's Sublessee has entered into occupancy of the Premises and the date of said entry if
requested; (b) that this Lease is in full force and effect, and has not been assigned, modified,
supplemented or amended in any way (or if there has been any assignment, modification,
supplement or amendment, identifying the same); (c) that this Lease represents the entire
agreement between City and Developer as to the subject matter hereof (or if there has been any
assignment, modification, supplement or amendment, identifying the same); (d) the date of
commencement and expiration of the term; (e) that all conditions under this Lease to be
performed by City, if any, have been satisfied (and if not, what conditions remain unperformed); (f)
that, to the knowledge of the signor of said writing, no default exists in the performance or
observance of any covenant or condition in this Lease and there are no then -existing defense or
offsets against the enforcement of this Lease by City or, instead, specifying each default, defense
or offset of which the signor may have knowledge; and (g) the amount of rent or other charges, if
any, that has been paid in advance and the amount of security, if any, that has been deposited
with City.
M. Leasehold Mortgage - As used herein, "Leasehold Mortgage" means the
mortgage or deed of trust covering Developer's leasehold interest in this Lease given by
Developer to leasehold mortgagee to secure repayment of funds advanced or to be advanced by
a leasehold mortgagee to Developer to construct facilities on the Premises (the "Project"). As
used herein, "Leasehold Mortgagee" means the mortgagee or beneficiary under the Leasehold
Mortgage. As used herein, mortgage" means any mortgage, deed of trust or other indenture
consisting of a lien on Developer's leasehold interest created hereunder, together with a
promissory note or obligation or bond which it secures. Subject to the conditions set forth herein,
Developer may mortgage its leasehold interest created hereunder, solely for the purpose of (1)
obtaining financing to construct the Project, including any additional construction or alteration
thereof, made subsequent to the initial construction, (2) refinancing said construction mortgage,
and (3) providing financing in connection with the assignment or transfer by Developer of its
interest in this Lease and its leasehold interest created hereunder; provided, however, that with
respect to the financing described in clauses (2) and (3) above, the principal amount of any
mortgage must not be greater than the original principal amount of the mortgage obtained to
construct the Project, including any additional construction or alteration thereof, made subsequent
to the initial construction, and as provided:
1. Said mortgage in no way affects or diminishes City's interest in the Premises, or its
rights under this Lease, nor relieves Developer of any of its obligations hereunder;
2. Under no circumstances is City's leasehold interest in the Premises subordinate to
said mortgage;
3. Said mortgage covers no interests in any real property other than Developers
leasehold interest in the Premises hereunder; and
4. The making of said mortgage by Developer will not be deemed to constitute an
assignment or transfer of this Lease, nor will any mortgagee be deemed an assignee or transferee
of this Lease.
5. Rights of Leasehold Mortgagees:
a. No Leasehold Mortgage is binding upon City in the enforcement of
16
its rights and remedies under this Lease unless and until a copy thereof has been delivered
to Aviation Director;
b. City Manager agrees to execute an estoppel certificate and any
other similar documentation as may reasonably be required by Leasehold Mortgagee so as
to certify to the status of this Lease and to the performance of Developer hereunder as of
the date of said certification;
c. Developer shall furnish Aviation Director a written notice setting forth
the name and address of any Leasehold Mortgagee; and
d. If a Leasehold Mortgagee or purchaser at foreclosure of the
mortgage acquires Developer's leasehold interest in the Premises by virtue of the default of
Developer under the mortgage or otherwise, this Lease will continue in full force and effect
so long as Leasehold Mortgagee or purchaser at foreclosure is not in default hereunder,
including the obligation to timely pay rent. For the period of time during which Leasehold
Mortgagee or any purchaser at foreclosure of a mortgage holds Developer's leasehold
interest in the Premises, Leasehold Mortgagee or said purchaser becomes liable and fully
bound by the provisions of this Lease.
6. With respect to any Leasehold Mortgagee of the Premises, City agrees that the
following apply:
a. If requested by a Leasehold Mortgagee, who is duly registered in
writing with Aviation Director, any notice from City affecting the Premises must be
simultaneously delivered to Developer and said Leasehold Mortgagee at its registered
address, and if so registered, no notice of default or termination of this Lease affecting the
Premises given by City shall be deemed legally effective until and unless like notice has
been given by Aviation Director to said Leasehold Mortgagee;
b. Any Leasehold Mortgagee entitled to said notice shall have any
and all rights of Developer with respect to the curing of any default hereunder by
Developer; and
c. City will not enter into any material modification of this Lease
affecting the Premises without the prior written consent thereto of each Leasehold
Mortgagee entitled to notice as provided in this Section 31. The foregoing does not apply
nor may it be construed to apply to any right City may have to terminate this Lease
pursuant to its terms. Developer must provide any Leasehold Mortgagee with notice of any
proposed modification.
7. If City elects to terminate this Lease for any material default by Developer with
respect to the Premises, the Leasehold Mortgagee that has become entitled to notice as
provided in this section has not only any and all rights of Developer with respect to the
curing of any default, but also the right to postpone and extend the specified termination
date of the Lease ("Leasehold Mortgagee's Right to Postpone"), contained in any
notice of termination by City to Developer ("Termination Notice"), for a maximum of
ninety (90) days, subject to the following conditions:
a. Leasehold Mortgagee must give Aviation Director written notice of the
exercise of Leasehold Mortgagee's Right to Postpone at least ten (10) days prior to the
date of termination specified by Aviation Director in the Termination Notice and
simultaneously pay to City all amounts required to cure all defaults then existing (as of the
date of the exercise of Leasehold Mortgagee's Right to Postpone) which may be cured by
the payment of a sum of money.
17
b. If Leasehold Mortgagee's Right to Postpone is exercised, Leasehold
Mortgagee must pay any sums and charges which may be due and owing by Developer
and promptly undertake to cure, diligently prosecute, and as soon as reasonably possible,
complete the cure of all defaults of Developer with respect to the Premises which are
susceptible to being cured by Leasehold Mortgagee. Leasehold Mortgagee's exercise of its
Right to Postpone may extend the date for the termination of this Lease specified in the
Termination Notice for a maximum of six (6) months.
c. If, before the date specified for the termination of this Lease as extended by
a Leasehold Mortgagee's exercise of its Right to Postpone, Leasehold Mortgagee has
performed and observed all of Developer's covenants and conditions under the Lease with
respect to the Premises and no further defaults with respect to the Premises have occurred
which have not been timely cured, then all defaults under this Lease, with respect to the
Premises, will be deemed to have been cured and City's Termination Notice will be deemed
to have been withdrawn.
d. Nothing herein may be deemed to impose any obligation on Citys
part to deliver physical possession of the Premises to a Leasehold Mortgagee.
e. If more than one Leasehold Mortgagee seeks to exercise any of the
rights provided for in this Section 31, the most senior lien holder is entitled, as against the
others, to exercise said rights. Should a dispute arise among Leasehold Mortgagees
regarding the priority of lien, Leasehold Mortgagees must provide evidence substantiating
the correct priority of the competing liens to the satisfaction of the City Attorney prior to
taking any action with respect to exercising said lienholder rights.
N. Intentionally Omitted.
O. Radio Antenna - Subject to Aviation Director's prior written approval as to height
and location, which will not be unreasonably withheld, conditioned or delayed, Developer may
furnish and install, at its own expense, a radio antenna either adjacent to the Improvements or on
the roof of the Improvements on the Premises subject to (a) any and all federal, state and local
laws, ordinances, statutes, rules, regulations and orders applicable thereto; (b) Developer's
obtaining any and all building and other permits, licenses and other approvals with respect thereto;
(c) the antenna and building both must be structurally sound and not adversely affect the
soundness of, or the condition of, the roof and/or other parts of the building; and (d) any and all
costs of maintaining and operating the same must be paid entirely by Developer. Upon the
expiration or earlier termination of this Lease, Developer shall cause the removal of the antenna(s)
and the restoration of any damage to the Improvements and Premises caused by the installation
and/or removal thereof. Developer shall be responsible for all costs for the repair and maintenance
of said installation of the antenna.
P. Intentionally Omitted.
Q. Intentionally Omitted.
R. Delegation -- Any obligations of the Developer required by this Lease may be
delegated to any sublessee by the terms of the sublease between the parties, provided that such
delegation shall not relieve Developer of its liability and responsibilities under this Lease.
18
EXECUTED IN DUPLICATE ORIGINALS this day of September, 2010, by the
authorized representative of the parties.
Attest:
Armando Chaps
City Secretary
to legal fo oCJZ2jj;
Elizab= R. Hundley
City of Corpus Christi
`Angel R. Escobar
City Manager
Assistant City Attorney
for the City Attorney
Developer: C • rpu= hri=j evelo ments 1, L.L.C., doing business as Corpus Christi FXG,
L.L.C.
By:
Name: Kevin R. Jones
Title: Managing Member
Date: September 2, 2010
ACKNOWLEDGMENT
STATE OF MISSOURI §
COUNTY OF JACKSON §
KNOW ALL BY THESE PRESENTS:
This instrument was acknowledged before me on September 2, 2010, by Kevin R. Jones,
an authorized represeriSuf Cp9rpus Christi Developments 1, L.L.C., doing business as Corpus
Christi FXG, L.L.C., a Texas haute liability company, on behalf of the company.
itov
AMMO UMW —
IJIMIONM JD WS
INS AMON
�� ems 19
-"'No = ry Pu • ic, State of Missouri
Camf
pus
Christi
SUPPLIER NUMBER
TO BE ASSIGNED BY CITY
PURCHASING DIVISION CITY OF CORPUS CHRISTI
DISCLOSURE OF INTEREST
City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do
business with the City to provide the following information. Every question must be answered. If the
question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certification and
definitions.
COMPANY NAME:
P. O. Box:
STREET ADDRESS:
Corpus Christi Developments I, L.L.C.
4520 Madison
Suite 100
FIRM IS: 1. Corporation n
4. Association
CITY:
Kansas City, Map: 64111
2. Partnership ❑ 3. Sole Owner ❑
5. Other ❑X limited liability company
If additional space is necessary, please use the reverse side of this page or attach separate sheet.
1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest"
constituting 3% or more of the ownership in the above named "firm." NOT APPLICABLE 0%
Name Job Title and City Department (if known)
2. State the names of each "official" of the City of Corpus Christi having an "ownership interest"
constituting 3% or more of the ownership in the above named "firm." NOT APPLICABLE 0%
Name Title
3. State the names of each "board member" of the City of Corpus Christi having an "ownership
interest constituting 3% or more of the ownership in the above named "firm." NOT APPLICALBE 0%
Name Board, Commission or Committee
4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who
worked on any matter related to the subject of this contract and has an "ownership interest"
constituting 3% or more of the ownership in the above named "firm." NOT APPLICABLE 0%
Name Consultant
Pagel of 2
FILING REQUIREMENTS
If a person who request official action on a matter knows that the requested action will confer an
economic benefit an any City official or employee that is distinguishable from the effect that the action will
have on members of the public in general or a substantial segment thereof, you shall disclose that fact in
a signed writing to the City official, employee or body that has been requested to act in the matter, unless
the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in
a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349(d)]
CERTIFICATION
I certify that all information provided is true and correct as of the date of this statement, that I have not
knowingly withheld disclosure of any information requested; and that supplemental statements will be
promptly submitted to the City of Corpus Christi, Texas as changes occur.
Certifying Person:
Signature of
Certifying Person:
Title: Managing Member
Date: 9/8/2010
a. "Board member." A member of any board, commission, or committee appointed by the City
Council of the City of Corpus Christi, Texas.
b. "Economic benefit." An action that is likely to affect an economic interest if it is likely to have
an effect on that interest that is distinguishable from its effect on members of the public in
general or a substantial segment thereof.
c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or
part-time basis, but not as an independent contractor.
d. 'Firm." Any entity operated for economic gain, whether professional, industrial or
commercial, and whether established to produce or deal with a product or service, including
but not limited to, entities operated in the form of sole proprietorship, as self-employed
person, partnership, corporation, joint stock company, joint venture, receivership or trust,
and entities which for purposes of taxation are treated as non-profit organizations.
e. "Official."The Mayor, members of the City Council, City Manager, Deputy City Manager,
Assistant City Managers, Department and Division Heads, and Municipal Court Judges of
the City of Corpus Christi, Texas.
f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in
a firm, including when such interest is held through an agent, trust, estate, or holding entity.
'Constructively held" refers to holdings or control established through voting trusts, proxies,
or special terms of venture or partnership agreements."
g.
"Consultant_"Any person or firm, such as engineers and architects, hired by the City of
Corpus Christi for the purpose of professional consultation and recommendation.
Page 2 of 2
C. Disadvantaged Business Enterprises ("DBE") - Developer acknowledges that the
provisions of 49 CFR, Part 23, Disadvantaged Business Enterprises (DBE), as said regulations
may be amended, and such other similar regulations as may be enacted, may be applicable to the
activities of Developer and any sublessee under the terms of this Lease, unless exempted by said
regulations, and Developer hereby agrees to comply with the FAA and the U.S. Department of
Transportation in reference thereto. Developer understands and agrees to the following
assurances: It is City's policy that DBEs have the maximum practicable opportunity to be awarded
contracts. Developer agrees to use good faith efforts to promote this policy through its Lease of
the Premises. Additionally, Developer, as an equal opportunity employer, agrees to use good faith
efforts to provide maximum opportunity for the consideration and use of DBEs in the contracting,
subcontracting and purchasing activities associated with this Lease and to abide by all applicable
provisions of the Airport's approved, and it's approved updates to, the DBE Program and this
Lease. Developer agrees and shall require any sublessee to agree that no person will be
excluded from participation in, denied the benefits of, or otherwise be discriminated against in
connection with the award and performance of any contract because of race, color, religion,
national origin, sex, age, handicap, or politioljbelief or affiliation, and as more specifically
provided in Section 21 hereof. See Exhibit B"dtf ed hereto and incorporated herein setting out
Developer's program in support of the Airport's DBE prograrrypr -b-ie srl' occonsl-ructizrA.
D. State - Developer shall comply with all applicable laws, rules, and regulations of
the State of Texas.
E. Local - Developer shell comply with all applicable City ordinances, and rules and
regulations promulgated by Aviation Director.
23. Termination:
A. Termination By Developer - Without limiting any other rights and remedies to which
Developer may be entitled by common Iaw, statutory law, or as elsewhere provided in this Lease,
this Lease may be terminated by Developer at any time after the happening, and during the
existence, of one or more of the following events:
1. The City's permanent abandonment of the Premises at the Airport;
2. The lawful assumption by the United States Government, or any authorized
agency thereof, of the operation, control, or use of the Airport, or any substantial part or parts
thereof, that substantially restricts any sublessee from operating for at least 150 days;
3. The issuance by any court of competent jurisdiction of an injunction that
prevents or restrains the use of the Airport or the Premises that continues for at least 150 days; or
4. The default by the City in the performance of any covenant or obligation on
the part of the City to be performed, and the failure of the City to remedy the default for 60 days
after receipt from Developer of written notice to remedy the same.
B. Termination by City - Without limiting any other rights and remedies to which City
may be entitled at common law, statutory Iaw, or as elsewhere provided in this Lease, this Lease
may be terminated by the City if Developer:
1_ Is in arrears in paying the rent, fees, or other charges due under this Lease for ten
(10) business days ("business" days are Monday through Friday inclusive) after written notice, or
such other time as may be provided herein (provided City has given written notice of such
arrearages to Sublessee and has provided Sublessee with at least ten (10) business days to pay
or cause to be paid those arrearages);
9
LNV Inch
ENGINEERS & CONSULTANTS
101 Na rlo tlen, Suite 300
Carpus Chrlatl, TiNuta 78408
Maas (381) 883.1084 faun (381)883.1488
1480
Field note desaipd n fbr an 8.18 acne tract of land out of Block 23,1. C. Russell Farm Blocks, a sub-
division of Nueces County, Texas, recorded in Volume 3, Page 53, Map Records, Nueces County, Tis
Map Recces, said 8.18 acre tract of land being more particularly described by metes and bounds as
follows:
Beginning at a 5/8 inch iron rod set in the Northeast right of way line of Pinson Drive, for the most
Westerly and beginning corner of the tract herein dewed, from whence the intersection of the Northeast
right of way line of said Pinson Drive and the Southwest right of way line of State Highway 44, bears
North 37°07.37" Wast, a diatanEce of 703.39 feet;
Thence North 45° 18'-15" East, within said Block 23, J. C. Russell Farm Blocks, at approximately 515.55
feet pass the center of a pipeline naming Bast West in all, a distance of 517.77 feet to a 518 inch iron rod
set for the Northwest corner ofthe tract herein described;
Thence South 89°-59'-43" Esat, at approximately 17.41 feet pass the center of a pipeline in all a distance
of 159.83 feet to a 518 inch iron rod set for a cornu of the tract herein described;
Thence South 44°-41'-45" East, a distance of 393.51 feet to a 518 inch iron rod set fora corner of the tract
herein described;
Thence South 11P-39'-511" East, stiIi within said Block 23. J. C. Russell Farm Blocks, a distance of 163.72
feet to a 5/8 inch iron rod found in the adopted north right of way line of Business Centre Boulevard, for
the most Easterly corner of the tract herein described;
Thence in a Westerly and Southwesterly direction with said adopted North and Northwest right of way line
of said Business Centro Boulevard, and with the arc of a circular curve to the left whose Central Angle is
43°-01'412; whose Radius is 330.00 feet, Chord Bearing N 67°-07'-49" E, an Arc Distance of 247.84
feet tot a 518 inch iron rod found for the P.T. of said curve and for a comer of the tract herein described;
Thence South 452.36'-53" West, with the adopted Northwest right of way line of said Business Centre
Boulevard, a distance of 319.92 abet to a 5/8 inch iron rod found for the Point of Curve of a circular curve
in the North right ofway line of said Pinson Drive and for a corner of the point herein descaribed;
PAGE 1
Thence in a Westerly and Northwesterly direction, with the arc of said circular carve, whose Central
Angle is 1941'-22" whose Radios is 15.00 fbet, a Chord Bearing N $9°-32'-26" W, an Arc Distance of
13.48 feet to a 516 inch iron rod found for the Point of Tangency of said cove and for a corner of the tract
herein described;
Thence North 44°-41'-45" West, with the Northeast right of way line of said Pinson Drive, a distance of
546.32 feet to the Point of Beginning.
Containing more or leas 8.18 acres of land.
Basis for Bearings Texas State Plane, Zone 4205, Texas South Zone (NAD -83).
• State of Teus
Caanty of ?lutes
I, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc, do hereby certify that the
foregoing Pidd Note Description was prepared from information of record and from a survey mode on the
ground under my direction, and that this description conforms to the current Texas Surveyor's Association
Standards sad Specifications for a Category 1-A, Land Title Survey.
This the 2Qday of MAW 2010.
Hondo Oliveira
State of Tens License No. 1415
PAGE 2
ligURAICEILQUIBEMEM
A. The Lessee must not commence work under this agreement until he/she has obtained all insurance
required herein and such insurance bas been approved by the City Manager, or designee, ("City
Manages. Nor may the Lessee allow any subcontractor to commence work until all similar insurance
required of the subcontractor has been so obtained. Each subcontractor must obtain equivalent
insurance as that required off Lessee.
B. The Lessee trust finish to the City's Risk Manager 2 copies of Certificates of Insurance, with the
City named as an additional insured for all liability policies, and a blanket waiver of subrogation on
all applicable polices showing the following minimum coverage by an insurance company(s)
acceptable to the City's Risk Manager.
TYPE OF INSURANCE
MINIMUM INSURANCE COVERAGE
30 -Day Notice of Cancellation required on all certificates
Bodily Injury and Property Damage
Cnmmerclat General Liability including:
1. Commercial Form •
2. Premises • Operations
3. Products/Completed'Operations Hazard
4. contractual insurance
3. Broad Foran Property Damage
6. Independent Contractors
7. PeraonalItdury
$1,000,000 COMBINED SINQLE LLM1T
AUTOMOBILE LIABILITY—OWNED NON -OWNED
OR RENTED
S1,000,000 COMBINED SINGLE LIMIT
WORKERS' COMPENSATION
EMPLOYERS' LIABILITY
•••�
WHICH COMPLIES WITH THE TEXAS WORKERS'
COMPENSATION ACT AND PARAGRAPH I[ OF THIS
EXHIBIT
$100,000
BUILDERS RISK
I. All Risk Foran
Equal to total cost of construction, must be carried until
construction is completed and accepted by Lessee. In the
event of future construction, this requirement will apply in
the same manner to the total cost of construction.
PROPERTY and CAU$UALTY INSURANCE
Against loss or damage to improvements due to fire. lightning
and all other perils included in standard extended coverage
policies Including vandalism and malicious mischief
$ NO LESS THAN 90% OF REPLACEMENT VALUE,
requirement begins upon completion and acceptance of
construction by Lessee.
C. In the event of accidents deny kind, the Lessee must furnish the Risk Manager with copies of all
reports of such accidents at the sane time that the reports are forwarded to any other interested patties.
MDC/Airborna Express ins, req.
9449 ep Risk Mgmt
Ii.
A. The Lessee must obtain workers' compensation coverage through a licensed insurance company or
through self-insurance obtained in accordance with Texas law. 'loch coverage is obtained through
a licensed company, the contract for coverage must be vurittsn on a policy and endorsements approved
by the Texas Department of Insurance.
If such coverage is provided through self-insurance, then within 10 calendar days after the date the
Contract Administrator requests that the Lessee sign the contract documents, the Lessee must provide
the Risk Manager with a copy of its certificate of authority to self -insure its workers' compensation
overage, as well as a letter signed by the Leasee stating that the certificate of authority to self -insure
remains in effect and is not subject to any revocation proceeding then pending before the Texas
Workers' Compensation Commission. Further, if at any time before final acceptance of the Work by
the Lessee, such certificate of authority to self -insure is revoked or is made the subject of any
proceeding which could result in revocation of the certificate, then the Lessee must immediately
provide written notice of such facts to the City Manager, by certified mail, return receipt requested
directed to City of Corpus Christi, Aviation Department, P.O. Box 9277, Corpus Christi, TX 7$469-
9277 • Attention: Contract Administrator.
Whether workers' compensation coverage is provided through a licensed insurance company or
though self-insurance, the coverage provided must be in an amount sufficient to assure that all
workers' compensation obligations incurred by the Lessee will be promptly met.
B. Certificate of Insurance:
C.
* The City of Corpus Christi must be named as an additional insured on the liability
coverage, except for the Workers' Compensation coverage and a blanket waiver of subrogation
on all applicable policies.
"
If your insurance company uses the standard ACORD form, the cancellation clause (bottom
right) must be amended by adding the wording "changed of' between "be" and "canceled",
and deleting the words, "endeavor to", and deleting the wording after "left".
" The name of the project must be Iisted under "Description of Operations"
* At a minimum, a 30 -day written notice of change or cancellation is required.
If the Certificate of Insurance on its face does not show on its face the existence of the
coverage required by items 1.B (1)•(8), an authorized representative ofthe institutive company
must include a letter specifically stating whether items 1.B. (l)-(8) are included or excluded.
I1I. A completed Disclosure of Interest must be submitted with your proposal.
State of Texas
County of Nueces
}
}
PUBLISHER'S AFFIDAVIT
CITY OF CORPUS CHRISTI
Ad # 5950596
PO #
Before me, the undersigned, a Notary Public, this day personally came
GEORGIA LAWSON, who being first duly sworn, according to law, says that she
is LEGAL SALES REPRESENTITIVE AND EMPLOYEE OF THE PUBLISHER,
namely, the Corpus Christi Caller -Times, a daily newspaper published at
Corpus Christi in said City and State, generally circulated in Aransas, Bee,
Brooks, Duval, Jim Hogg, Jim Wells, Kleberg, Live Oak, Nueces, Refugio, and
San Patricio, Counties, and that the publication of, NOTICE OF PASSAGE OF
OR DINANCE ON FIRST which the annexed is a true copy, was inserted in the
Corpus Christi Caller -Times on the 9 /19J2010, 9 /19/2010.
$ 137.62
1Time(s)
On thi day o /� ' , 2 (Wcertify that the attached document
is a true and an exact copy made by publisher.
otary Public, State of Texas
1) 0 o
BE » September 19, 2010 » CALLER -TIMES
Legal Notices 1110
V : NOTICE OF
PASSAGE OF OR-
DINANCE ON FIRST
READING
Authorizing the City'
Manager or his de-:
signee::to execute a
thirty-yearlease with
Corpus Christi.Devel
opments 1, LLC, do -
frig business as Cor-
pus Christi FXG, LLC
("Lessee"), withtwo
ten-year options to
renew,for approxi-
mately 056,320 sqft.
fronting Pinson Dr.
(:Industrial Park) to
construct a .distri64r-
ion facility & related
mprovements, in
onsideration.. of
essee, paying $.09
ents per sq. ft. for
nimproved land in-
Iuding_'an adjust-
ent ofup to x_3_9
every five years as
et out :In the lease,
his ord. was. passed
& approved by the
City Council ori its
first reading on Sep-
tember 14,2010.
is/ Armando Chapa
City Secretary
State of Texas
County of Nueces
}
}
PUBLISHER'S AFFIDAVIT
CITY OF CORPUS CHRISTI
Ad#5952614
PO#
Before me, the undersigned, a Notary Public, this day personally came
GEORGIA LAWSON, who being first duly sworn, according to law, says that she
is LEGAL SALES REPRESENTITIVE AND EMPLOYEE OF THE PUBLISHER,
namely, the Corpus Christi Caller -Times, a daily newspaper published at
Corpus Christi in said City and State, generally circulated in Aransas, Bee,
Brooks, Duval, Jim Hogg, Jim Wells, Kleberg, Live Oak, Nueces, Refugio, and
San Patricio, Counties, and that the publication of, NOTICE OF PASSAGE OF
ORDINANCE NO. 02880 which the annexed is a true copy, was inserted in the
Corpus Christi Caller -Times on the 10/17/2010, 10/17/2010.
$ 137.62
1Time(s)
LEGAL SALES R
PRESENTIVE
On this /ay of edeL , 2a/OI certify that the attached document
is a true and an exact copy made by publisher.
GV ENN J. MEOINA
MY COMMI851011p4 ES
st2,2012
No . ry Public, State o Texas
CALLER -TIMES a October17, 2010 a 111
Legal Notices 1116
NOTICE OF
PASSAGE OF
]
ORDINANCE NO.
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