HomeMy WebLinkAbout029539 ORD - 06/26/2012Page 1 of 2
Ordinance
Authorizing the City Manager, or designee, to execute an agreement
with Aeronautical Radio, Inc. (ARINC) to lease space containing
approximately twenty (20) square feet located in the lower level of
the Corpus Christi International Airport (Airport) terminal for the
maintenance and operation of aeronautical Communication
equipment providing air/ground data communications to aircraft on
the ground and en route within 200 nautical miles from Corpus
Christi in consideration of payment of an annual rate per square foot
of $51.38 for fiscal year 2011-2012, $52.15 for fiscal year 2012-2013
and $52.94 for fiscal year 2013-2014, adjusted annually thereafter
based on the current Terminal Rental Rate for future fiscal years,
payable monthly for a term of five (5) years; and declaring an
emergency.
Be it ordained by the City Council of the City of Corpus Christi, Texas:
SECTION 1. That the City Manager, or designee, is hereby authorized to execute an
agreement with ARINC to lease space containing approximately twenty (20) square feet
located in the lower level of the Airport terminal for the maintenance and operation of
aeronautical communication equipment providing airlground data communications to
aircraft on the ground and en route within 200 nautical miles from Corpus Christi in
consideration of an annual rate per square foot of $51.38 for fiscal year 2011-2012,
$52.15 for fiscal year 2012-2013 and $52.94 for fiscal year 2013-2014, adjusted
annually thereafter based on the current Terminal Rental Rate for future fiscal years,
payable monthly, for a term of five (5) years, which agreement is attached hereto as
Exhibit A.
SECTION 2. That upon written request of the Mayor or five Council members, copy
attached, the City Council (1) finds and declares an emergency due to the need for
immediate action necessary for the efficient and effective administration of City affairs
and (2) suspends the Charter rule that requires consideration of and voting upon
ordinances at. two regular meetings so that this ordinance is passed and,,taks ,effect
upon frst reading as an emergency measure on this, the c�(Lp`'day of
i- , 2012.
ATTEST:
Armando Chapa
City Secretary
1 Bfb7f8a-47f5-48b7-9af3-7788f4041709.docx
CITY OF CORPUS CHRISTI
Joe Acjie
Mayor
`29539
INDEXED
Page 2 of 2
Corpus Christi, Texas
t Day of , 2012
TO THE MEMBERS O THE CITY COUNCIL
Corpus Christi, Texas
For the reasons set forth in the emergency clause of the foregoing ordinance an
emergency exists requiring suspension of the Charter rule as to consideration and
voting upon ordinances at two regular meetings: I/we, therefore, request that you
suspend said Charter rule and pass this ordinance finally on the date it is introduced, or
at the present meeting of the City Council.
Respectfully, Respectfully,
�
. 41W7
Joe A�dame W
Mayor
Council Members
The above ordinance was passed by the following vote:
Joe Adame
Chris N. Adler
Kelley Allen
Larry Elizondo, Sr.
Priscilla G. Leal
David Loeb
John E. Marez
Nelda Martinez
Mark Scott
. 18fb7f8a-47f5-48b7-9af3-778Bf4041709,docx
029539
AGREEMENT FOR AERONAUTICAL RADIO SERVICES
AT CORPUS CHRISTI INTERNATIONAL AIRPORT
THIS AGREEMENT is between the City of Corpus Christi, a Texas home -rule municipal corporation
("City") and Aeronautical Radio, Inc., a Delaware corporation ("Lessee").
WITNESSETH
WHEREAS, the City owns and operates Corpus Christi International Airport ("Airport"); and
WHEREAS, the City has determined that aeronautical radio services are appropriate to the terminal
building of said Airport; and
WHEREAS, Lessee has offered to operate aeronautical radio services at said Airport; and
WHEREAS, Lessee currently operates aeronautical radio services at said Airport.
NOW THEREFORE, in consideration of the rentals, undertakings and covenants recited herein, the
parties covenant as follows:
1. Premises. The City leases to Lessee space containing approximately twenty (20) square feet
located in the lower level of the Terminal as shown on the attached Exhibit "A," hereinafter
called "Premises"_
City retains the right to require Lessee to physically adjust, relocate, remove or restore
equipment to original condition, normal wear and tear excepted, within reason. The cost of the
physical adjustment, relocation, removal or restoration shall be allowed as a deduction from
payments to the City. The Director shall give the Lessee sixty (60) days advance notice of any
such move if possible.
2. Term/Termination. The term of this Lease shall be five (5) years with an effective
commencement date of January 1, 2012 and expiring December 31, 2016, with the option to
extend for one additional five year term upon the written approval of the City Manager or his
designee, ("City Manager") and an authorized representative of Lessee at ]east ninety (90) days
prior to the expiration of the current term. This Lease may be terminated by either party for any
reason upon ninety (90) days prior written notice to the other.
3. Consideration. Lessee agrees to pay the City on a monthly basis an annual rate per square foot
of $51.38 for fiscal year 2011-2012, $52.15 for fiscal year 2012-2013 and $52.94 for fiscal year
2013-2014, adjusted annually thereafter based on the current Terminal Rental Rate for future
fiscal years, payable on or before the 10th day of each month. The annual square foot rental rate
may be adjusted annually in conjunction with the city's fiscal year and in accordance with the
Airlines Airport Use Lease Agreement, a copy of which is on file with the Airport. The Lessee
must make all payments hereunder at the following address: 1000 International Drive, Corpus
Christi, Texas 78406.
4. Use of Premises. Lessee may install, maintain, operate, repair and remove aeronautical
communication equipment providing air/ground data communications to the aircraft on the
Page 1 of 6
ground and en route within 200 nautical miles of Corpus Christi. Except for equipment and
facilities already in place on the effective date of this Lease, such installations and the
subsequent use of such equipment shall be subject to the prior written approval of the Director
of Aviation or his designee, applicable law, regulation, and City policy. The location of all such
equipment and facilities shall be determined by City in its exclusive discretion. Lessee's
equipment and communication systems shall not interfere with any City equipment or
communication systems such as wireless systems, telecommunications systems, mobile
information technology systems or any similar or related information technology systems. City
shall have unrestricted access to all Lessee equipment and communication systems located on
Leased Premises if any City equipment or systems interfaces with such Lessee equipment. Prior
to any written approval, Lessee shall provide the Director of Aviation with all necessary
supporting documentation related to such installations.
5. Facilities and Services provided by City.
The City Shall:
a. Keep in good condition and repair the roof, the exterior faces of ail exterior walls, the
foundation and the major building systems (plumbing, electrical and mechanical) of the
Terminal.
b. Provide adequate heat, air conditioning and ventilation volume.
c. Maintain and repair utility, heating and air conditioning systems supplied by the City.
d. Extend to Lessee the same fire and police protection and other services extended to other
tenants.
e. Ensure that access to Lessee's Premises complies with all applicable provisions of the
Americans with Disabilities Act of 1990, as it may be amended from time to time.
6. Services and Equipment Furnished by Lessee.
The Lessee shall:
a. Provide, furnish, construct, install and maintain at its own expense all fixtures, furnishings,
electric and telephone conduits and wires (or connection to same), equipment, additional
lighting, and related items necessary to conduct Lessee's operations. All equipment, trade
fixtures, etc. furnished and installed by Lessee remain the property of Lessee during this
Lease and do not become real property or a part of the Terminal, regardless of whether or
by what means they are or may be attached or affixed to the Terminal.
b. Make such alterations or additions to, or improvements of, the Premises as Lessee deems
necessary to install and maintain its aeronautical radio service equipment including
installation and maintenance of electrical wiring and walls, with the written approval of the
Director of Aviation, which approval shall not be unreasonably withheld.
c. Install and maintain at Lessee's expense necessary equipment and decor within the
Premises, for Lessee's use of the Premises.
d. Provide an electrical utility meter for all electric service required above the standard lighting
and HVAC provided by City to Terminal tenants.
e. The Lessee must provide a complete and proper arrangement for the adequate sanitary
handling and disposal, away from the Terminal, of all trash, garbage and other refuse caused
as a result of the operation of its business. Lessee must provide and use a suitable covered
metal receptacle for all garbage, trash and other refuse on or in connection with the
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Premises. Piling of boxes, cartons, barrels or other similar items, in an unsightly or unsafe
manner, on ar about the Premises is forbidden.
f. Lessee shall furnish services at the Premises seven (7) days a week.
g. Lessee must pay all lawful taxes and assessments including ad valorem taxes which, during
the term hereof, may become a lien or may be levied by the state, county, city or any other
tax levying body upon the Premises, or upon any taxable interest by Lessee acquired in this
Lease Agreement. Upon making such payments, Lessee shadl give to the City a copy of the
receipts and vouchers showing such payment.
h. The Director may adopt and enforce reasonable rules and regulations with respect to the
use of ,the Airport, Terminal and related facilities which the Lessee agrees to obey and
observe.
i. Restore Premises to original condition upon termination of this Lease or Lessee's vacating
the Premises for any reason, normal wear and tear excepted.
7. Applicable Laws. Lessee shall comply with all laws, ordinances, regulations and rules of the City
and the federal and state governments which may be applicable to its operations under this
Lease.
8. Nondiscrimination. Lessee, in exercising any of the rights or privileges granted herein, must not
on the grounds of race or national origin discriminate or permit discrimination against any
person or group of persons in any manner prohibited by Part 15 of the Federal Aviation
Regulations. The City is hereby granted the right to take such action, anything to the contrary
herein notwithstanding, as the United States may direct to enforce this nondiscrimination
covenant.
9. Trademarks/Signs. Lessee may operate the Premises under any trademark, logo or service
mark permitted by applicable laws or regulations.
10. Ingress/Egress. Subject to reasonable rules of the Director of Aviation, Lessee, its employees,
servants, patrons, invitees, suppliers of materials and furnishers of services have the right of
ingress to and egress from the Premises.
11. Assignment/Subletting. This Lease may not be assigned, transferred, pledged or otherwise
encumbered without the prior written approval of the City. Lessee shall not sublet the use or
operation of any part of the Premises, or utilize the Premises for any purpose other than set out
in Section 4, without prior written approval of the City_
12. insurance. During the term of this Agreement, Lessee, at its own expense, shall maintain and
provide Certificates of Insurance evidencing the following coverages: (i) Commercial General
Liability insurance for bodily injury and property damage in a limit of not less than $1,000,0000
(One Million Dollars) per occurrence; {ii) Automobile liability providing coverage for owned, non -
owned and hired vehicles in an amount not less than $1,000,000 (One Million Dollars), (iii) "All
Risk" property insurance covering Lessee's business personal property for the replacement
value thereof; and (iv) a Workers Compensation policy with statutory limits and Employers
Liability coverage with at least the following limits: $500,000 per accident, and $500,000 per
disease (each employee). Lessor shall be named as additional insured on the Commercial
General Liability and auto liability policies. If such coverage is canceled or reduced, the Lessee
must, within thirty (30) days after the date of such written notice from the insurer of such
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cancellation or reduction of coverage, file with the City's Risk Manager a certificate showing that
the required insurance has been reinstated or provided through another insurance company or
companies.
Lessee must provide for the prompt and efficient handling of all claims for bodily injury,
property damage or theft arising out of the activities of Lessee under this Agreement. Lessee
agrees that all such claims, whether processed by Lessee or its insurer either directly or by
means of an agent, will be handled by a person or representative of the Lessee.
13. Indemnity. Lessee must indemnify and hold City, its officers, agents and employees
("Indemnitees") harmless of, from and against all claims, demands, actions, damages, losses,
costs, liabilities, expenses, and judgments recovered from or asserted against Indemnitees on
account of injury or damage to person or property to the extent any such damage or injury may
be incident to, arise out of, or be caused, wholly or in part, by an act of omission, negligence, or
misconduct on the part of Lessee or arty of its agents, servants, employees, contractors, patrons,
guests, licensees, or invitees entering upon the Premises pursuant to this Aeronautical Radio
Services Agreement with the expressed or implied invitation or permission of Lessee, or when
any such injury or damage is the result, proximate or remote, of the violation by Lessee, or any
of its agents, servants, employees, contractors, patrons, guests, licensees, or invitees of any law,
ordinance, or governmental order of any kind, or when any such injury or damage may in any
other way arise from or out of the improvement located on the Premises herein, or out of the
use or occupancy of any Improvement to the Premises or the Premises itself by Lessee, its
agents, servants, employees, contractors, patrons, guests, licensees.
Lessee covenants and agrees that If City is made a party to any litigation against Lessee or in
any litigation commenced by any party other than Lessee relating to the Agreement, Lessee
shall defend City upon receipt of reasonable notice regarding commencement of such
litigation.
14. Termination.
1. By City: In addition to any other termination rights contained in this Lease, the City may,
upon ninety (90) days written notice to the Lessee, except as otherwise provided herein,
terminate this Lease any time after the occurrence of any one or more of the following
events:
a. Non-payment of fees due the City under this Lease if such non-payment continues
for a 30 day period following notice in writing of such non-payment. in such event,
termination is effective upon the expiration of 10 days after written notice is sent by
Director to Lessee.
b. If any petition is filed by or against Lessee to declare it bankrupt or to delay, reduce,
or modify its debts or obligations, if Lessee's property is made available for the
benefit of creditors, or if a receiver or trustee is appointed for it or its property, the
City may treat the occurrence of any one or more of the foregoing events as a
breach of the Lease and thereupon may terminate the Lease without notice, and
immediately enter and repossess the Premises.
c. Cessation of Lessee's operations hereunder.
d. Non-performance of any covenant of this Lease, excluding the covenant of
payments herein contained, which shall be treated as set out above, and failure of
Page 4 of 6
Lessee to remedy such breach or diligently pursue remedy within thirty (30) days
after Director sends Lessee written notice of the existence of said breach,
e. Lessee becomes permanently deprived of the rights, powers and privileges
necessary to the proper conduct of its operations at the Premises.
f. If Terminal or Premises are damaged by fire or other casualty, City may terminate
this Lease and rebate any prepaid rent on a pro rata basis.
2. By Lessee: In addition to any other termination rights contained in this Lease, this Lease is
subject to termination by the Lessee in the event of any one or more of the following
events:
a. The permanent abandonment or closure of Carpus Christi International Airport as
an air terminal.
b. The lawful assumption by the United State Government, or any authorized agency
thereof, of the operation, control or use of the Airport, or any substantial part or
parts thereof in such a manner as to substantially restrict Lessee therefrom for a
period in excess of ninety (90) days.
c. Issuance by any court of competent jurisdiction of an injunction in any way
preventing or restraining the use of the Airport, and the remaining in force of such
injunction for a period in excess of ninety (90) days.
d. The default by the City in the performance of any covenant or agreement herein
required to be performed by the City, and the failure of the City to remedy such
default for a period of ninety (90) days after written notice by Lessee to Director to
remedy the same.
e. Ninety (90) days after giving written notice of termination to the Director of
Aviation.
3. Removal of Contents from Premises. Upon termination or this Lease for any reason,
Lessee, at its sole cost and expense, shall remove from Premises all equipment, trade
fixtures and all other items installed, and restore the Premises to their original condition,
reasonable wear and tear excepted. The City acknowledges that such restoration will be
done in a good and workmanlike manner but that such restoration and the accompanying
repairs may not be completely invisible. If Lessee fails to do so within thirty (30) days of the
termination or expiration., then the City may effect such removal or restoration at the sole
cost and expense of Lessee, and Lessee agrees to pay the City's costs plus 15% within thirty
(30) days after Director's invoice to Lessee therefor.
15. Notices. All notices, statements, demands, requests, consents, approvals, authorizations,
offers, agreements, appointments or designations under this Lease by either party to the other
shall be in writing and shall be sufficiently given and served upon the other party if hand
delivered, sent by certified mail, return receipt requested, or by a reputable overnight delivery
service to the appropriate party at the addresses set out below or to any other address that the
parties subsequently designate in writing.
To City: City of Corpus Christi
1000 International Drive
Corpus Christi, TX 78406
Attention: Director of Aviation
Page5of6
To Lessee:
Aeronautical Radio, Inc.
2551 Riva Road, MS 5-1335
Annapolis, MD 21401-7435
Attention: Real Estate Dept.
Phone: 410-266-4066/2921
Fax: 410-266-4010
16. Attorneys' Fees. If there is any legal or arbitration action or proceeding between the City and
the Lessee to enforce any provision of this Lease or to protect or establish any right or remedy
of either the City or the Lessee hereunder, the unsuccessful party to such action or proceeding
will pay the prevailing party all costs and expenses, including reasonable attorneys' fees
(including allocated costs of Lessee's or City's in-house attorney) incurred by such prevailing
party in such action or proceeding and in any appearance in connection therewith, and if such
prevailing party recovers a judgment in any such action, proceeding or appeal, such costs,
expenses and attorneys' fees will be determined by the court or arbitration panel handling the
proceeding and will be included in and as part of such judgment.
17. Sponsor Assurance. This agreement is subject to the terms of any Sponsor's Agreements
between the City and the Federal Aviation Administration.
18. Entire Agreement. This lease constitutes the entire agreement between the City and Lessee.
Each party signing this Lease by his signature stipulates that all actions necessary to authorize
this Lease have been taken.
Signed on this
day of , 2012
ATTEST: CITY OF CORPUS CHRISTI (LESSOR)
Armando Chapa, City Secretary Ronald L. Olson, City Manager
Approved as to legal form this
By:
Charlotte P. Yochem
Assistant City Attorney
For City Attorney
day of , 2012
AERONAUTICAL RADIO, INC. (LES
Robert E. Manig i d, Jr.,
Human Resources Adm stration
Page 6 of 6
CITY OF CORPUS CHRISTI
DISCLOSURE OF OWNERSHIP INTERESTS
City of Corpus Christi Ordinance 17112 requires all persons (APPLICANT) seeking to do business with the
City to provide the following information. Every question must be answered. Ifthe question is not applicable,
answer with "NIA."
APPLICANT NAME: ARINC Incorporated
APPLICANT ADDRESS: 2551 Riva Road, Annapolis, MD 21401
APPLICANT is 1. Corporation (X) 2. Partnership () 3. Sole Owner ( )
4. Association ( ) 5. Other ( )
Please answer the following questions on a separate attached sheet if necessary.
SECTION 1— CORPORATION
1 a. Names and addresses of all Officers and Directors of Corporation.
John Belcher*
Peter J. Clare •
Ian Fujiyama
'Thomas Rabaut
Thomas A. Corcoran
General Ralph E. Eberhart
Francis Reborn
Trrvia Barak
DayneBaird
* Chairman
John M. Belcher......
Stephen L. Waeohter
...... Chairman &Chief Executive Officer
..... .. Vice President, Business Operations & Chief
Financial Officer
Vice President, Human Resources & Administration
..........Vice President, Airports & Surface Transportation
..........Vice President, Aviation Solutions
.......... Vice President, international
Vice President, European Operations (EMEA)
Vice President, Aerospace Systems Engineering & Support
Vice President, Defense Systems Engineering & Support
Vice President, Controller & Assistant Secretary
Treasurer & Assistant Secretary
.Vice President — Law, General Counsel & Secretary
Vice President -Finance
Robert E. Manigold
David J. Morrissey ..
Stephen E. Means....
Randolph F.
David A. Pottorak
Michael A. Young
Mario F. Montero, Jr
Joan L. Decker .
Keith W. Welsh .
John C. Smith.
Chris Armiger
Address for all of the above individuals is cfo ARINC Incorporated, 2551 Riva Road, Annapolis, MD 21401.
Ib. Names and addresses of all shareholders of the Corporation owning shares equal to or in excess of
three percent (3%) of the proportionate ownership interest and the percentage of each shareholder's
interest. (Note: Corporations which submit S.E.C. form 10K may substitute that statement for the
material required herein.)
Radio Holdings, Inc.- 100%
SECTION 2 —PARTNERSHIP/ASSOCIATIONIJOIINT VENTURE
2a. The name, address, and percentage of interest of each partner whose interest therein, whether limited
or general, is equal to or in excess of three percent (3%).
NIA
2b. Associations: The name and address of all officers, directors, and other members with three percent
(3%) or greater interest.
N/A
SECTION 3 - ALL APPLICANTS - ADDITIONAL DISCLOSURE
3a. Specify which, if any, interest disclosed in Section 1 or 2 are being held by agent or trustee and give
the name and address of principal AND/OR by a trust and give the trust number, institution, name and address
of trustee or estate administrator, and name, address, and percentage of interest in total entity.
N/A
3b. If any interest named in Section 1 or 2 is being held by a "holding" corporation or other "holding"
entity not an individual, state the names and addresses of all parties holding more than a three percent (3%)
interest in that "holding" corporation or entity as required in 1(a), 1(b), 2(a), and 2(b).
Carlyle Partners IV ARINC Holdings, Inc., L.P. - The Corporation Trust Company, Corporation Trust
Center, 1209 Orange Street, Wilmington, Delaware, 19801.
3 c. If "constructive control" of any interest named in Section 1 or 2 is held by another party, give name
and address of party with constructive control. ("Constructive control" refers to control established through
voting trusts, proxies, or special terms of venture or partnership agreements.)
N/A
3d. If any interest named in Section 1, 2, 3a, 3b, or 3c is being held by a member of the City Council, an
employee, or a member of a Board or Commission appointed by the City Council of the City of Corpus Christi,
state the name, address, and whether the individual is a member of the City Council, an employee, or a Board
or Commission member.
N/A
I have not withheld disclosure of any interest known to me. Information provided is accurate and current.
Signed this the \ 5� day of 2012.
Signature of Person Preparing Statement
K h C. 4 clip -{"cis - S� . K &a�ir�y . Cc,Lt.,.sa .
Name and Title
BEFORE ME, the undersigned authority, this day personally appeared
(name of affiant) and by oath stated that the facts hereinabove stated are true and correct to the best of /her)
knowledge or, belief.
SWORN 'O AND SUBSCRIBED BEFORE me on this /5- . day of -Tfcrle.-
204121 I --'1./•?.
s �
Li l-, s
14, it
Notary Public, State of ,44124-y /err-,,,
CommissionExpires
December 14, 2012