HomeMy WebLinkAboutC2006-338 - 8/22/2006 - Approved
REAL ESTATE OPTION AGREEMENT
~' THIS REAL EST A TE OPTIOI\ AGREEMENT (the "Agreement") is made as of the .:::>~~nJ. day
of, <?t , 2006 ("'Agreement Date") by and between the City of Corpus Christi ("Owner"), and
SeA" .... LL DEVELOPMEN1' COMPAI\'!' or its subsidiary, an Indiana corporation ("Grantee").
In consIderation of the mutual covenants and agreements hereinafter set forth, Grantee desires to
obtain from Owner and Owner desires to grant to Grantee an option to lease all or part of approximately
Y; acres of land located in Phase L of the Corpus Christi International Airport International Business
Centre. The actual site is south of State Hwy 44, west of International Drive, north of Glasson, and east of
Pinson Road, certain real estate located in Nueces County, Corpus Christi, TX, together with any
improvements located thereon as more specifically described on Exhibit A attached hereto (the "Real
Estate") upon the follow ing tenns and conditions:
1 Option and Consideration. Owner hereby grants to Grantee an exclusive and irrevocable
nght and option to lease all 01 portions of the Real Estate for the price and subject to the terms and
conditions set forth herein (each such exercIse by Grantee being referred to herein as an "Option" or the
"Option"). Grantee may not sublease the Real Estate to a current or potential tenant of the Corpus Christi
International AIrport. A listing of current tenants and potential tenants shall be provided to Grantee upon
the execution of this At,Tfeement and upon execution of the Lease. Grantee's exclusive right to exercise
the Op~ion shflll be1fin?s the Agreement Date an~ shal~ co.ntinue from the date of City Council appro~al,
whIch IS . l::b2- ! ( I ~ ;. and contmue for a penod ()t thIrty-three (33) months thereafter) (the "OptIon
Penod"). Grantee 'shall exercise an Option by giving written notice thereof to Owner by depositing said
notice in the l.S. Mail (certified, return receipt requested) or by commercial overnight delivery service,
or by hand delivery, facsimile or electronic mail, at or before midnight on the last day of the Option
Penod. In conSIderation for sllch Option, Grantee has deposited with Chicago Title Insurance Company
(the "Title Company") funds II the total amount of One Dollar (S1.00) (the "First Option Fee"), which
sha11 be the only deposit necessary for the first nine (9) months of the Option Period, beginning on the
Option Period Trigger Date (the "First Penod"). If the Grantee has not exercised its Option for the entire
Rea] Estate by the expiration of the First Penod, Grantee shall deposit an additional amount of Twenty
Thousand Dollars (S2(I.OOO.O(I) to the Title Company, which amount will become the Option Fee
necessary for the next success] ve 12 months (the "Second Period"), and if the Grantee has not exercised
its Option for the entire Real Estate by the expiration of the Second Period, Grantee shall deposit an
additional amount of Twenty Thousand Dollars (S20.000.00) to the Title Company, which will become
the Option tee necessary for the next successi ve ] 2 months (the "Third Period"). Fifty percent (50%) of
the Option Fee will be applied as a credit against the Rent (defined below) in the event Grantee exercises
an Option; otherwise. if Grantee has not exercised an Option, and the failure to exercise an Option or
close on a Lease is not due to :m Owner's failure to perform a condition precedent, the Option Fee shall
be Immediately delivered to Owner. In such an event Owner shall retain the Option Fee as liquidated
damages and Owner waives anv claim for damages at law or in equity and waives any claim for specific
performance and agrees that such liquidated damages shall be Owner's sole remedy at law or in equity.
Lpol1 expiration or termmatior of the Option Period. Grantee shall have no further right or Option under
thIS Agreemem
2 Lease Execution If an Optlon is exercised by the Grantee in accordance with the terms
and conditions set forth herein. a mutually acceptable document, substantially in the form attached hereto
as Exhibit R fnr the T'mtinn "f the Real Estate for which the Option has been exercised, (the "Leased Real
2006-338
08/22/06
Ord026920 'u, (!mst ~I! i(
Scannell Development (ompan~
~.,~.."......... ".."
Estate"), shall be executed by the parties in a tImely fashion after the said Option is exercised (a "Lease").
Possession of the Leased Real Estate shall be delivered to Grantee simultaneously with the Lease
execution. Owner shall execute and deliver to Grantee such documents or instruments as may be
reasonably necessary or appropriate to evidence the execution of the Lease.
3 Lease Terms. The term of the Lease t()r the Leased Real Estate shall be forty (40) years,
WIth up to two (2) five (5)-year non-automatIc options to extend the term with terms to be negotiated at
the time of each renewal. The Rent for the Leased Real Estate shall be fifteen cents ($0.15) per year,
tnnes the square footage of th(' Leased Real Estate, as determined by the Survey, net of square footage
located within any rights-of-way. roads, easements, ditches, wetlands, or other physical or legal
impediments to the full use of Ihe Leased Real Estate '''Rent''). However, any parcels leased with frontage
on International Drive which shall be leased at a rate of twenty-five cents ($0.25) per year times the
square footage of the Leased Real Estate. Rent shal1 be paid in monthly installments, beginning on the
first day of the month immediately following the execution of the Lease. Rent shall increase7.5% every
five (5) years from Commencement Date of each Supplemental Lease.
4. Site Condition. Owner shall deliver the Real Estate fully improved, with all utilities and
access roads in place. Owner further warrants the Real Estate to be environmentally clean condition and
in compliance with all applicable environmental laws; and zoned for office, warehouse/distribution
development Owner Will prOVIde to Grantee any information it has with regards to environmental reports
& geotechnical soils reports wirhin ten ( 10) days following the execution of this Agreement.
5. Survey and Title A commitment for and Owner's Policy of Title Insurance, an ALTA and
a Topographical Survey ("Survey") wlll he provided by Owner to Grantee, within forty-five (45) days
following the execution of this Agreement. Cirantee shall have thirty (30) days in which to review and
enher accept the status of title and the Surveyor make an objection to Owner, and Owner shall have forty-
five (45) days 111 which to remove or othef\vise correct the objection to Grantee's satisfaction. Further,
upon the exercise of an Option, Owner shall provide an updated Survey and Title Commitment for the
Leased Real Estate, and the same review and objection procedure shall apply.
6. faxes. At each Lease execution, Owner shall pay all taxes and assessments relating to the
Leased Real Estate that have accrued and are due and payable prior to and on the date of the Lease
Signing. Grantee shall pay all taxes and assessments related to the Real Estate due and payable after the
Lease execution Any and all transfer or conveyance taxes and all recording fees shall be paid by the
Owner.
7. Owner's Representations. There are no existing violations of zoning ordinances or of
other governmental laws or restrictions applicable to the Real Estate. The Owner holds marketable fee
SImple title to the Real Estate and has not entered into any other agreement for the lease, purchase or sale
or the Real Estate and is not bound by any lav., statute, agreement or indenture that would prevent Owner
from complying with it's obl:gations under this Agreement. The Owner has taken, or will take, all
required actIOn necessary to enter into this Agreement, grant the Option and enter into Lease(s) of the
Real Estate" The person signing this Agreement on behalf of Owner has been duly authorized to do so,
and upon execution, thiS Agreement shall be the valid, duly binding obligation of Owner, enforceable
with its terms. There are no brokers' commissions clue by reason of this Agreement or any transaction
contemplated hereby.
8 Conditions Precedent. The exercise of any Option and entry into any Lease by Grantee is
)ptiOt; \,,:reelC,.>,,;', C)T}lL;
~
,...,...,-.-..-
subject to the satisfaction 0 C the following conditions precedent: (a) that the Survey and Title
Commitment reveal no matters or exceptions which are objectionable to Grantee, in its sole discretion;
(b) the Real Estate is finally and unconditionally zoned for Grantee's intended use of the Real Estate as
limited by Section 9, and all permits for the Grantee's intended use of the Real Estate have been obtained
b\ Grantee: (c) that the physical condition of the Real Estate, as reported by Owner or tested and
inspected by Grantee is suitable to Grantee. as determined solely by Grantee; (d) that the environmental
condition of the Real Estate, as reported by Owner or tested and inspected by Grantee is acceptable to
Grantee, as determined solely hy Grantee; (e) all required infrastructure has been completed by Owner as
required herein to Grantee's satisfaction; (n all utilities deemed necessary or desirable for Grantee's
intended use of the Real Estate are avadable at the Real Estate at such locations and in such quantities as
are satisfactory to Grantee; (g) Grantee has secured a sublease for the Leased Real Estate upon such terms
\\hlch are satisfactory to Grantee in its sole discretion; (h) development within the site will be located on
sites which are mutuallv agreed upon by Grantee and Owner; and (i) all of Owner's representations and
warranties remain true and correct. In the e\ ent of the failure of one or more of any of these conditions
precedent at any time prior to the execution of a Lease. the Grantee, at its option, (i) may terminate the
Option as to the Leased Real f:state or the entire (remaining) Real Estate, (ii) may make the objection in
wnting to Owner, which shall nave sixty (60) days in which to cure said objection, or (iii) may waive any
objection and proceed 10 entel into the Lease. If Grantee terminates the Option as to the Leased Real
Estate but not the entire (remaming) Real Estate, this Agreement and the Option shall survive, and any
Option Fee shall remain With the Title Company. In the event Grantee terminates the Option as to the
entire (remammg) Rea, Estak due to failure of Owner to comply with conditions herein, then this
Agreement shall terminate, ane any portIon of the Option Fee remaining with the Title Company shall be
paid over to Grantee. ;\1 the lermmation of this agreement, Grantee shall turn over all studies and data
gathered for the purpose of de\ elopment of the site including marketing data as well as any engineering
or architecturai drawings, soi samplings. environmental studies, appraisals, proformas, surveys, and
construction cost estimates.
9. Permitted Lses 1\0 Building. structure, or land shall be used for any purpose other than
the following, or any combination thereof and such uses shall satisfy the standards set forth is this
Declaration
a General pern1itted industrial classifications are as follows: research and light
Industry. industnal support, and medium and heavy industry, warehousing, and
'^ ho lesal mg.
b Adm] nistrative. retal L and professional office use shall be permitted.
Prohibited Uses: The following uses shall not be permitted on the Leased Premises
at any time: activities not allowed in City Of Corpus Christi Zoning Ordinance
Classification 1-3, Junkyards; mining and quarrying; dumping, disposal,
mcineratlon, or reduction of garbage, sewage, offal, dead animals, or refuse; fat
rendering, stockyards or slaughtering of animals; smelting of iron, tin, zinc, or
other ores; large animal raising, sexually oriented business establishments, any
establishment that denves more than fifty (50) percent of its gross receipts from the
sale of alcohol, advertIsement signage excluding Lessor approved tenant signage
and Lesse)r approved Lessee marketing signage, and paid public parking facilities.
li',)ptiol.'.greer,i
irp',
.............;..';-
Approval of Uses: Certain industrial uses may neither be specifically prohibited nor
specifically pem1itted. In these cases, approval in writing of the use must be
obtained from the Owner prior to approval of plans and specifications for
constructIon of the facility.
10. Assignment. This Agreement may be assigned by the Grantee by obtaining the written
consent of the Owner which shall not he unreasonably withheld. The Owner shall not be permitted to
assign this Agreement without the written consent to the Grantee which may be withheld in the Grantee's
sole and absolute discrel10n
11. Authoritv. The persons executing this Agreement on behalf of Owner are duly elected or
appomted representatives of Owner and have been fully empowered by proper ordinance of the Owner to
execute and deliver this Agreement.
12. Cooperation. The Owner will cooperate with Grantee in providing information about the
Real Estate and grants to Grantee the right to go on the Real Estate to perform such tests and inspections
as Grantee determines to be necessary. The Owner will execute all documents reasonable necessary to
consummate the transaction contemplated in this Agreement.
13. \1iscellaneous. This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, and all of which when taken together shall constitute one and the same
instrument. At the request 01 either party. a Memorandum of this Agreement shall be prepared and
executed by the parties, which shall be recorded in the appropriate government office in the County where
the Real Estate IS located. Time is of the essence of this Agreement. The risk ofloss of all (or a portion
of the Real Estate) shall be on Owner until such time that such Real Estate is leased.
EXEClTED, the day and year first above written.
CITY OF CORPUS CHRISTI,
a political subdivision of the State of Texas
.~-~-
Ge~ge K. Noe
City Manager
SCANNELL DEVELOPMENT COMPANY,
Or its subsidiary, an Indiana corporation
l?~~~~
Robert]. Sca 1
President
'jl :-~:'1
..;.;:;~-
~: -'(.
('jfrJ.- 02 ~~ l)J
v .__._.._......_... ~v; '1V",L.'
ttY t>>UPtCIL __....~t?-1,rJ.~
..--....._ir...,.,
SECIn ARV -1 fv
APPROVED AS TO FORM: August 23, 2006
~~Q
endy E. g en }.J'--
Assistant City Attorney
For City Attorney
,")pGon >\p-eei'...-..,., '-'rpu
.:+
--~
-.- ,
I
I
I
I
w
~
~.~
W~
Or
(I)~
(1)-<
W.~
Z
U)
::>
m
...J
<
Z
o
~
:z
0::
W
~
l..
....
I
Q/)
f
o
Wi <(
a: ~
I- .....
z: U)
W' ..L
01 +.
I )(
0)1 e
eni CL
Wi a..
Z -<<
(f.) : cTl
:;:)1 :E
IDI .!
--i J
<(i <(
z: ClJ
2 f
I- <(
<(I "
:2:1 i
0::: ..J
W'
1-1 !
z t=
~~
~~.
o
~;
~.
e'a
~'"
~
if
.;;l';
'\
~-
:~l
R4
~
~
k
'II Optilll"'gr';:"I',-i'l'
I <;',"'Ilo;
-...-
i l'nf]>t!- ('hli-I -,
"
EXHIBIT B
GENERAL TERMS AND CONDITIONS AGREEMENT
(to Supplemental Leases)
This General Terms and Conditions Agreement (to Supplemental Leases) "GTCA" is made and
entered into as of __ _n__' 200 ~(the "Effective Date"), between the City of Corpus Christi. a
political subdivision of the State of Texas ("Lessor"), and Scannell Development Company or its
subsi<t;trv, an Indiana corporation (together with its successors and assigns "Lessee"), with respect to the
following facts. and is as follows:
RECIT ALS
A. Lessor i:-. the owner of approximately ___ acres of land located in the City of
Corpus Christi. County of Nueces, Texas more particularly described in Exhibit A
attached hereto dnd incorporated herein (the "Land").
B. Lessor intends to Lease from time to time its ownership interest in all or part the
Land to Lessee to permit Lessee to construct and own buildings and other structures and
improvements (the "Improvements") on the Leased Premises as defined below at Lessee's
sole cost. expense and risk. The lease of all or part of the Land shall be evidenced by
Supplemental I eases executed by and between Lessor and Lesssee, similar in form and
substance to the Short term and Long term Supplemental Leases attached hereto as Exhibit
B.
( . The Improvements together with the Land are on occasion collectively referred to
as the "Propert\ ". The "Leased Premises" shall consist of the Property leased and demised
under any Supplemental Lease.
n. Lessor and Lessee desire to create hereby a GTCA under which Lessor and Lessee shall
have the right 10 enter into Supplemental Leases for all or part of the Property, which
Supplemental leases shall be operative pursuant to the terms, covenants and conditions
hereof. It is specifically agreed and understood that any Supplemental Lease executed by
and between Lessor and Lessee shall be governed by and subject to all of the terms,
covenants and conditions hereof as if set out verbatim in any Supplemental Lease.
1, BASIC TERMS
1.1 This Section 1 contains the Basic Terms of the GTCA between the Lessor and Lessee
named below. Other Sections of the GTe A referred to in this Section 1 explain and define the Basic
Terms and are to be read in conjunction WIth the Basic Terms.
Address of Lessee: Scannell Development Company
800 East 96th Street, Suite 175
Indianapolis, IN 46240
Attn: Douglas L Snyder
Telephone No: (317) 843-5959
"~,nmdl OptiOll ..\~reCI~h'l\t..( ('nrpl' Chr,.;l
6
~'.'n'~_
Facsimile No: (317) 843-5957
With a copy to:
lames C. Carlino, Esq.
General Counsel
Scannell Development Company
800 East 96th Street. Suite 175
Indianapolis, IN 46240
Address of Lessor: Corpus Christi International Airport
1000 International Drive
Corpus Christi, Texas 78406
Attn: Dave Hamrick, Director of Aviation
Telephone No.: (361) 289-0171
Facsimile No.: (361) 298-0251
1.2 Land: All of Lessor's undivided interest in the Land.
1.3 Lease Term: 1 he short term Supplemental Lease has a one (1) year term which shall be
superceded by a forty (40) years and zero (O)months Long term Supplemental Lease
beginning on the sixty-first (61 st) day after final City Council approval (Commencement
Date) (the "Initl al Term") (See Section 2.2) or such other date as is specified in the Long
term Supplemental Lease executed by and between Lessor and Lessee, and ending on the
Expiration Date (See Section 2.2), ("Lease Term").
14 Options To Extend: fwo (2) successive five (5) year non-automatic options to extend
Lease Term with terms to be negotiated at time of each renewal. (See Section 2.3)
1.5 Permitted IJses: No Building, structure, or land shall be used for any purpose other than
the following, I lr any combination thereof. and such uses shall satisfy the standards set
forth is thIS Dee I arati on
a General permitted mdustrial classifications are as follows: research and light
industry industrial support, and medium and heavy industry, warehousing, and
wholesaling.
b. Adm1l1istrative, retaiL and professional office use shall be permitted.
1.5. ! Prohibited Uses: The following uses shall not be permitted on the Leased Premises
at any tIme: activities not allowed in City Of Corpus Christi Zoning Ordinance
Classification ]-3, junkyards~ mining and quarrying; dumping, disposal,
incineralion, or reduction of garbage, sewage, offal, dead animals, or refuse; fat
rendering, stockyards or slaughtering of animals; smelting of iron, tin, zinc, or
other ores; large animal raising, sexually oriented business establishments, any
establishment that derives more than fifty (50) percent of its gross receipts from the
sale oftlcohoL advertisement signage excluding Lessor approved tenant signage
and I .essor approved lessee marketing signage, and paid public parking facilities.
.,HludlOptwp \greel'Ll;H l(lqn
_.,,-
1.5.2 Approval of Uses: Certain industrial uses may neither be specifically prohibited nor
specifically permitted. In these cases, approval in writing of the use must be
obtained from the Lessor prior to approval of plans and specifications for
construction of the facility.
5.3 Performance Standards: The Leased Premises shall not be used or occupied in any
manner so as to create any dangerous, injurious, noxious, or otherwise
obJectionable conditions that may materially and adversely affect any other lots,
including but not limited to:
I lazardous activities
Vibration or shock
Noise
Smoke. dust. odor, or other forms of air pollution
Heat or glare
Ilectronic or radio interference
Illumination
Liquid or solid refuse or waste
()ther substance, condition, or element 111 such amount as to affect the
surrounding area or adjoining premises.
1.6
Initial Deposit: $
N/A
(See Section 3.2, below)
] .7 Rent and Other Charges Payable by Lessee:
I .7.] Annual Base Rent. The annual base rent (the "Base Rent") as outlined below shall be
paid by the Lessee to Lessor in equal monthly amounts from the Commencement
Date, as defined below. through the end of the Lease Term as set forth in Section
104
Period Annual Base Rent
Years 1-10
'y' ears ] 1-20
---," -
Years 2 1-.3 0
-- ..
Years 3 1-40
- ..
Extension Period 1 Pursuant to terms in Section 2.3
Extension Period 2 Pursuant to terms in Section 2.3
Rent is paid monthlv
1.7.2 AccruaL Due Date. rhe Base Rent set forth above shall be paid monthly, 111
advance on the first day of each month. as provided in Section 3.1.
1.8 Riders: The following Riders are attached to and made a part of this GTCA:
Exhibit A
Exhibit B
Exhibit C
Land
Short term Supplemental Lease and Long term Supplemental Lease
Plans & Specifications
1-;\.\: "<iUillcll Option '\l!feCII,~nl.(; ,,; ('Oq,I" ellli .1;
8
Exhibit D
Memorandum of Lease
2 LEASE TERM
2.1 Lease of Land For Lease Term. Lessor leases the Leased Premises to Lessee and Lessee
leases the Leased Premises from Lessor for the Lease Term. The Lease Term is for the
period stated In Section 1.3 above and shall begin and end on the dates specified in Section
2.2, unless the beginning or end of the Lease Term is changed under any provision of this
([TCA. The term "Commencement Date" shall be the date specified in Section 2.2 unless
advanced or delayed under an) other provision of this GTCA.
2.2 Lease Term. Any Supplemental Lease shall commence on the date specified therein (the
"Commencement Date"). and shall run for the term as set forth in Section 1.3 (the "Initial
I'erm"). subject to earlier terminatlOn or cancellation as provided herein. Any
Supplemental Lease shall expire, if not cancelled or terminated earlier in accordance with
Its proviSIOns. at 11 :59 p.m. ll)cal time on the last day of the Lease Term, as extended (the
'"Fxpiration Date").
2.3 Options To Extend. Lessee shall have. at its option, two (2) successive non-automatic
options to extend the Lease Ierm, each such option being for a period of five (5) years
(each such period also referred to herein as an "Extension Period"). Lessee shall notify
I.essor of its intent to exercise the option in writing at least ninety (90) days prior to the
expiration of the Initial rerm or Extension Period, as the case may be. Minimum Annual
Rent for each Renewal Term shall be an amount equal to the then current Market Rate, as
hereinafter defined. As used herein, the term "Market Rate" shall mean and refer to the
product of the Per Square Foot Market Rate (as herein defined) times (or the
combined actual square footage of the Office Space. Maintenance Space and Plant Space).
For the purposes of this calculation, the term "Per Square Foot Market Rate" will mean and
refer to a per sq Llare foot rental rate detem1ined by Landlord, based upon rental rates then
heing charged f()r premises of Similar size. of a similar age, and with similar improvements
111 Nueces County. 'fexas, taking into account the then current interest rate climate for
mortgage mdebtLdness. rhe Landlord will determine the Per Square Foot Market Rate and
the Market Rate' for each Renewal Term. and provide written notice to Tenant of its
determinatlOn. \\ Ithin thirty (30) days following Landlord's receipt of the Tenant's notice,
exercismg its right to extend the Lease Term for the applicable Renewal Term (herein a
"Market Rate Nlltice"). If the Tenant does not object to the Market Rate specified in any
:-,uch Market RaIl' Notice. within thirt) (30) days following receipt thereof, the Minimum
.\nnual Rent for the Renewal lerm shall be the Market Rate specified in the Market Rate
'-lotice. if thel enant does object to the Market Rate specified in any such Market Rate
'~otice. wlthin the thirty 00\ day period provided. then Landlord and Tenant shall each
appoint an apprdiser qualified to determine Market Rate, and those two appraisers shall
l'ither agree to a loint determination of \1arket Rate, which shall be binding upon Landlord
and Tenant, or. if they cannOI agree. then they shall appoint a third appraiser, whose
determination shall be binding. provided, however. Tenant may withdraw its right to renew
tl1(' Leas(' Tern I within ten (10) days after the Tenant's receipt of either the joint
determinatIon 01 Market Rate or the third appraiser's determination of Market Rate, and the
'..nn..:!! Optw!''\grc~I:,C:1\-( '(Ill'"
q
- ,-
Lease will then expire and terminate as of the end of the Initial Term, or then current
Renewal Term as the case may be.
2.4 Holding Over. Lessee shall vacate the Leased Premises upon the expiration or earlier
termination of the Supplemental Lease. Lessee shall reimburse Lessor for and indemnify
Lessor against all damages which Lessor incurs from Lessee's delay in vacating the Leased
Premises (excluding punitive and/or consequential damages but including all costs
associated \vith an} eviction proceedings initiated by Lessor and together with all
reasonable attorney's fees incurred both at trial and upon any appeal). If Lessee does not
vacate the Leased PremIses upon the expiration or earlier termination of the Supplemental
l ease and remains in possession thereof, either itself or through a subtenant, with the
v\Titten consent of Lessor, Lessee's occupancy of the Leased Premises shall be a "month-
to-month" tenancy.
3 BASE RENT
3.1 Time and Manner of Payment. Subject to the provisions of this GTCA, Lessee shall pay
Lessor the BasL' Rent, in advance, without offset, deduction or prior demand on the first
day of each month during the Lease T crm. If the Commencement Date falls on other than
the first day of d month. and/or if the last day of the Lease Term falls on other than the last
day of a month. then Rent for the first month and/or the last month of the Lease Term shall
be prorated based upon the number of days of the respective months the Lessee actually
had possession of the Leased Premises. The Base Rent shall be payable at Lessor's
address or at such other place as Lessor may designate in writing.
3.2 Credit Option for Payment. 'Jotwithstanding anything to the contrary contained herein,
Lessor shall apply 50% of the option money on deposit with Chicago Title Insurance
Company (the Title Company") towards Base Rent, beginning with the first installment
thereof The parties agree and stipulate that the amount of said option money on deposit
with the Title Company is ~.~~_~_ and that 50% of said amount shall be applicable to
Base Rent through __~_____~__, 20__ at which time Lessee shall begin paying
Base Rent to L:ssor. Lessor and Lessee shall issue joint written instructions to the Title
Companv authorizing the release of the option money to Lessor.
3.3 Late Payment.\ny rental payment or other sum due under any Supplemental Lease, all of
which shall be deemed "Rent" by the parties, not received within five (5) days of the due
date shall bear interest until collected, at a rate equivalent to the lesser of (i) the highest rate
of interest allowed by la~: and (ii) twelve percent (12%) per annum.
3.4 Sublease. Lessor acknowledges that Lessee may be subleasing all or portions of the
Improvements constructed on the Leased Premises. During the Lease Term, Lessor shall
not have the right to object to any sublease entered into by Lessee for the Leased Premises
that IS in compliance with all provisions of this GTCA, or any Supplemental Lease executed
pursuant to the terms hereof
4 OTHER CHARGES PAYABLE BY LESSEE
'c,'''illldl Optiorl AgrCl:I;,UII-1 ('''1l''1 '~'hl:",[
]Ii
.........'----
4.1 Additional Rent. All charges payable by Lessee other than Rent are called "Additional
Rent." Unless this GTCA provides otherwise, Lessee shall pay all Additional Rent then
due with the next monthly installment of Base Rent.
4.2 Propert)' Taxes
4.2.1 Real Property Taxes. Lessee shall pay directly to the tax collector, prior to
delinquency, all Real Property Taxes on the Leased Premises (including any fees,
taxes or assessments against, or as a result of, any Lessee Improvements installed
on the leased Premises by or for the benefit of Lessee) during the Lease Term
which are due and payable during the Lease Term. Written evidence of the
payment of Real Property Taxes and special assessments shall be furnished by the
Lessee t,) the Lessor upon Lessee's receipt of any written request from Lessor for
such wntten evidence of payment. If Lessee fails to pay the Real Property Taxes
when due, Lessor shall have the right. but not the obligation, to pay the taxes, and
Lessee ~hall reimburse Lessor for the amount of such tax payment as Additional
Rent The taxes for the year in which the Commencement Date occurs shall be
prorated betvveen the parties. with the Lessee paying the Real Property Taxes
attributed to the portion of the first year of the Lease Term from the
( ommencement Date through December 31 st of said year. Taxes for the year in
v\hich the Lease ends be prorated between the Lessor and Lessee as of the ending
date.
4.2.2 Definition of Real Property Tax(es). For purposes of this GTCA the term "Real
Propert, Tax" and/or "Real Property Taxes" shall mean: (i) any fee, license fee,
license tax. business I1cense fee. commercial rental tax, levy, charge, assessment,
penalty lr tax imposed by any taxing authority against the Leased Premises; (ii)
any tax m the LesSOr.S right to receive, or the receipt of, rent or income from the
L eased Premises or against Lessor's business of leasing the Leased Premises; (iii)
any tax, lr charge for fire protection. streets. sidewalks, road maintenance, refuse or
other services provided to the Leased Premises by any governmental agency; (iv)
any tax mposed upon this transaction or based upon a re-assessment of the Leased
Premise, due to a change of ownership, as defined by applicable law, or other
transfer of all or par1 of Lessor's interest in the Leased Premises; and (v) any
charge (,r fee replacing any tax previously included within the definition of Real
Propert) Tax Real Property Taxes shall include all charges levied, assessed or
imposed. whether general or speciaL ordinary or extraordinary, unforeseen as well
as foreseen. of any kind and nature. made, assessed, levied or imposed upon, or
which b,..'come a lien upon. the land. the Improvements, or any part of the Leased
Premise\. or upon thlS GTCA. and are due and payable during the Lease Term, as
"vell as assessments for sidewalks. streets. sewers, water, or any other public
improvements and am other improvements or benefits which shall, during the
L ease 'I crm. be levied, assessed or imposed, or become a lien upon the land, the
improvements. l))" -In: part of the Leased Premises, or upon this GTCA, and
become due and payable during the Lease Term. Real Property Taxes shall not,
howeve! include Lessor's federal or state income, franchise, inheritance or estate
taxes
,wndl OptiHl ,-\gre,:r" '1"-( '_'urp.I' lfll- -I -
~"...".,,_ __. ~n__ _
4.2.3 Personal Property Taxes.
4.2.3.1
Lessee shall pa} all taxes levied or assessed against trade fixtures,
furnishings, equipment or any other personal property belonging to
Lessee or anyone claiming by or through Lessee. Lessee shall try to
have personal property taxed separately from the Leased Premises.
4.2.3.2
If any personal property is taxed with the Leased Premises, Lessee
shall pay all such taxes on or before the date when due.
4.2.4 Lessee's Right to Contest Taxes. Lessee may attempt to have the assessed
valuation of the Leased Premises reduced or may initiate proceedings to contest the
Real Prupert} Taxes If required by law, Lessor shall join in the proceedings
brought by Lessee. However, Lessee shall pay all costs of the proceedings,
including any costs or fees incurred by Lessor. Upon the final determination of any
proceeding or contest. Lessee shall immediately pay the Real Property Taxes due,
together with all costs. charges. interest and penalties incidental to the proceedings.
11' Lessee does not pay the Real Property Taxes when due and contests such taxes,
lessee shall not be in Default under this GTe A for nonpayment of such taxes if
Lessee deposits funds with Lessor or opens an interest-bearing account reasonably
acceptable to Lessor !l1 the joint names of Lessor and Lessee. The amount of such
deposit shall be sufficient to pay the Real Property Taxes plus a reasonable estimate
of the interest. costs. charges and penalties which may accrue if Lessee's action is
unsuccessful. less any applicable tax impounds previously paid by Lessee to
Lessor. The deposit shall be applied to the Real Property Taxes due, as determined
at such proceedings J'he Real Property Taxes shall be paid under protest from
sllch deposit if such payment under protest is necessary to prevent the Leased
Premise" from being sold under a "tax sale" or similar enforcement proceeding.
4.3 lJtilities. Lessel' shall pay. directly to the appropriate supplier, the cost of all natural gas,
heat. light. power. sewer service. telephone. water. refuse disposal and other utilities and
services suppliee! to the Leased Premises
4.4 Insurance Polides.
4.4.1 Liability Insurance. During the Lease Term. Lessee or Lessee's sublessee shall
maintain a policy of commercIal general liability insurance (sometimes known as
broad 1~)rm comprehensive general liability insurance) insuring Lessee against
liability for bodily injury. property damage (including loss of use of property) and
personal injury arising out or the operation, use or occupancy of the Leased
Premise". Lessee shall name Lessor as an additional insured under such policy.
The amount of such insurance shall be Two Million and nollOO Dollars
($1.000.000.00) per occurrence with an aggregate limit, including through umbrella
coverages, of not less than Five Million and nolI 00 Dollars ($5,000,000.00). The
liability Insurance obtained by Lessee under this Section 4.4.1 shall be primary and
non-conlributing. rhe amount and coverage of such insurance shall not limit
-,,-,",];dlOpll'-'J] -\l;!re'T','!:(.l lOII':!
........... .,,,.. _.,~ .-.- ...-,....-... --..
, l~'[\l:il (}plan; ..\~~I':l,:fll-\.
...........'---."""'.
Lessee's liability nor relieve Lessee of any other obligation under this GTCA.
Lessor may also obtain comprehensive public liability insurance in an amount and
with co\erage determined by Lessor insuring Lessor against liability arising out of
ownership, operation. use or occupancy of the Leased Premises. The policy
obtained by Lessor shall not be contributory and shall not provide primary
insurance. ('ontractors shall provide commercial automobile liability coverage of
$] .000.000 comhination single limit.
4.4.2 Property Insurance. During the Lease Term, Lessee shall maintain policies of
insurance covering loss of or damage to the Improvements on the Leased Premises
in the full amount of its replacement value. Such policy shall provide protection
against all perils included within the classification of fire, extended coverage,
vandalism, malicious mischief. special extended perils to include wind, hurricane
and hail (all risk). sprinkler leakage and any other perils which Lessee deems
reasonahly necessary. Lessee shall not do anything nor permit anything to be done
Ixhich invalidates any such insurance policies. Lessor shall be shown as an
additional insured party under said policies.
4.4.3 Workers' Compensation Insurance. If applicable, the Lessee shall carry workers'
compensation insurance required to be carried by Lessee by Texas law in amounts
not less than the amount required by law. The Lessee shall require all contractors
and sublessees that Lessee contracts with in connection with the Improvements on
[eased Premises to promise to carry workers' compensation insurance in amounts
not less than the amount required by law covering all persons employed by the
c~mtract()r or sublessee. as the case may be, in connection with the Improvements
on the [ eased Premises and with respect to whom death, bodily injury, or sickness
insurance claims could be asserted against the Lessor or Lessee.
4.4.4 Builders' Risk Insurance. During the course of any alteration, construction, or
reconstruction, the Lessee shall provide or cause to be provided all risk builders'
nsk insurance for the amount of construction.
4.4.5 Payment of Premiums. Lessee shall pay all premiums for the insurance policies
described in Sections 4.4 no later than the due date. Lessee shall deliver to Lessor
a copy (If any policy of insurance which Lessee is required to maintain under this
Section. As an alternative to providing a policy of insurance, Lessee shall have the
nght to provide Lessor evidence of insurance (Accord Form 27), executed by an
authorized officer of the insurance company. showing that the insurance which
[essee IS required to maintain under this Section is in full force and effect and
c\l!1taining sllch nther information which Lessor reasonably requires.
4.4.6 General Insurance Provisions.
4.4.6.1
If Lessee fails to deliver any policy, evidence of insurance or
renewal to Lessor required under this GTCA within ten (10)
business days of written notice from the Lessor, or if any such
policy is canceled or modified during the Lease Term without
4.4.6.2
4.4.6.3
Lessor's consent, then Lessee will be in default under this GTCA
and any Supplemental Leases executed pursuant to the terms hereof.
Lessee shall maintain all insurance required under this GTCA with
companies holding a "General Policy Rating" of B+, VIII or better,
as set t()fth in the most current issue of "Best Key Rating Guide".
Lessor and Lessee acknowledge the insurance markets are rapidly
changing and that insurance in the form and amounts described in
this Section 4.4 may not be available in the future. If at any time
during the Lease Term. Lessee is unable to maintain the insurance
required under the Lease. or the cost of such coverage becomes
prohibitive, Lessee shall nevertheless maintain insurance coverage
which is customary and commercially reasonable in the insurance
industry for Lessee' s type of business in the greater metropolitan
area in and around Corpus Christi, Texas, as that coverage may
change from time to time. In such a case, Lessee shall obtain any
such additional property or liability insurance as Lessee, Lessor and
allY Lender (as defined in Section 11, below) mutually deem to be
reasonably necessary to protect Lessor's and Lessee's interest under
t his C; TC A. Lessee and Lessor understand and agree that the
minimum limits nf the insurance herein required may become
inadequate, and Lessee agrees that it shall increase such minimum
limits upon receIpt of notice in writing from Lessor.
Lessee shall waive any and all rights of recovery against the Lessor,
OJ agall1st the officers, employees, agents or representatives of the
other. for loss of or damage to its property or the property of others
under Jts control. if such loss or damage is covered by any insurance
policy in force (whether or not described in this GTCA) at the time
or such loss or damage.
4.5 Cost of Loans to be Paid by l..lessee. The Lessee affirms that it shall bear all of the costs
and expenses charged by any lender in connection with any debt on the Lessee's Leasehold
Estate (as defined in Section 11.1 below) for the Leased Premises.
4.6 Direct Payment by Lessor. If any Additional Rent must be paid directly by Lessor and
the payee refuses to accept payment from the Lessee, then: (a) Lessor appoints Lessee as
Lessor's attorney-in-fact for making such payment; and (b) if the payee nevertheless
refuses to accept payment from Lessee, then Lessee shall notify Lessor of such fact and
shall pay such amount to Lessor III a timely manner accompanied by reasonable
instructinns on the further remittance of such payment. Lessor shall with reasonable
promptness comply with Lessee's reasonable instructions. Lessor shall indemnify and
hold harmless I essee against l.essor's failure to timely remit such payment.
4.7 Absolutely-Net Lease. It is understood and agreed between the Lessor and Lessee that
this is an "absolutely-net lease". It i.;; intended that the Rent provided for in this GTCA
'- -;:'fldJ Oplioll \gr(:'~I;Tt-( \'011>;" Chr
........-".-.,,'- --- ."...,,~_. -
shall be an absolutely net return to Lessor throughout the Term, free of any Property
expense, charge, or other deduction whatsoever, including all claims, demands, or setoffs
of any nature whatsoever except as expressly stated herein to be the Lessor's obligation.
Lessee shall also pay without notice, except as may be provided in this GTCA, and without
abatement deduction, or seton: as additional rent, all sums, impositions, costs, and other
payments arising out of its occupancy and use of the Leased Premises except those with
which L.:ssor in any of the provisions of this GTCA expressly assumes or agrees to pay,
and in the event of any nonpayment Lessor shall have (in additional to all other rights and
remedies) all the rights and remedies provided for in this GTCA or by law in the case of
nonpayment of the Rem. Lessee's payment obligations include but are not limited to any
and all utility and other senlces needed by Lessee with respect to the operation of its
business on the Leased PremIses.
Lxcept as otherwise specifically provided in this GTCA, no abatement, refund, diminution,
or reduction of Rent or other compensation shall be claimed by Lessee on account of work
on the Improvements. by virtue or because of legal requirements, or the occurrence of any
matters referred to In Section 8 (condemnation) of this GTCA, or for any other reason,
cause, or occurrence
=' USE OF PROPERTY
5.1 Use of Property At Lessee's sole cost and expense and at Lessee's sole discretion, Lessee
shall have the right subject to limitations in Section 5.2, to construct Improvements on the
Leased Premises In that connection, Lessee may finance the construction of Improvements
and/or its Leasehold Estate (as defined in Section 11.1 below) with any Lender, subject to
the restrictions set forth herein. Lessee shall have the right to not only construct any and all
Improvements 011 the Leased Premises deemed necessary by the Lessee, but to develop and
use the Leased Premises in any lawful manner which is in accordance with Section 1.5.
t 'pon and after construction of any building or structure on the Leased Premises, Lessee
shall maintain same in a reasonable condition and state of repair (subject to the limitations
()n the Lessee's maintenance obligations set forth in Section 6.3, below); and Lessee shall
provide Lessor WIth a set of the mylar plans (as-builts) and/or specifications, if any, for the
work for Lessor'" infonnation and for retention in Lessor's files. Lessee reserves the right
to change the Improvements it expects to construct depending on economic circumstances,
/oning and other issues as approved b! Director. Lessee shall have the right to lease the
leased Premises to third-party subtenants and accept rental payments from such subtenants
wnhout the Les~()r' s consent Lessee shall have the further right to manage the Leased
Premises and tlke whatever action. 111 Lessee's judgment, it deems necessary and
appropriate so long as such action is consistent with the other terms and provisions of this
(iTeA. Lessee shall be deemed the owner of all Improvements that it constructs for the
duration cd' the tnm of this CiTCA. Except as provided elsewhere in this GTCA, Lessor and
lessee acknowledge that it is the intention of the parties that, to the extent Lessee performs
all of its obligati..ms under this UTCA, Lessor relinquishes any and all rights to share in the
I11come of the Leased Premises on account of its interest in the Leased Premises, its interest
under this <ileA or othenvise
<.:nm:1l DrKinr. Agr<:"rh:n{-( Corpl' Clw.t ~
......."...,,- -........-.. -.
5.2 Manner of Use. Lessee shall not cause or permit the Leased Premises to be used in any
way which constitutes a violation of any law, ordinance, or governmental regulation or
order. or which constitutes a nuisance or waste or is in violation of Section 1.5 of this
GTe A. From time to time, Lessor shall provide Lessee with copies of all regulations and
requirements pertaining to the development of the Leased Premises as property of a
municipal airport promptly f()llowing request of Lessee. Lessee shall obtain and pay for all
permits. ncluding a Certificate of Occupancy (to the extent applicable), required for
I.essee's \)Ccupancy of the Improvements and shall promptly take all actions necessary to
comply \\ ith all applicable statutes, ordinances. rules, regulations, orders and requirements
regulating the use by Lessee oj'the Leased Premises or cause any sublessee occupying any
portion of the Improvements w take such actions.
5.3 Exclusive Control. Lessee shall have exclusive control, possession, occupancy, use, and
management of the Leased Premises. Lessee shall have the exclusive right to install
slgnage on or at the Leased Premises. or to transfer the right to install such signage during
the Lease Term to one or more third parties. which is in compliance with all laws and meet
the standards f()r signage established by the Aviation Director. Lessee may enter into,
terminate. modifv, amend. or waive any existing or future contracts relating to management
or operation of the Leased Premises and provision of services to the Leased Premises. Any
such contracts shall automatically expire on the Expiration Date.
5.4 Hazardous Materials. Lessee shall not violate any law or regulation of any federal, state or
k)Cal governmental authority having jurisdiction over Hazardous Material. As used in this
(iTCA. the term "Hazardous Material" means any flammable items, explosives, radioactive
materials. hazardous or toxic substances. material or waste or related materials, including
any substances defined as or included in the definition of "hazardous substances",
"hazardous wastes". "hazardous materials" or "toxic substances" now or subsequently
regulated under any applicable federaL state or local laws or regulations, including without
limitation petroleum-based products, paints. solvents, lead, cyanide, DDT, printing inks,
acids. pesticides. ammonia compounds and other chemical products, asbestos, PCBs and
similar compounds. and mcluding any different products and materials which are
subsequently found to have adverse effects on the environment or the health and safety of
rersons. Less..:e shall haw the duty and obligation to cure any environmental
contamination or the Leased Premises caused by the Lessee or cause any sublessee to cure
any such contammation caused by said sublessee during the term of this GTCA, and Lessee
agrees to indemnify and hold harmless Lessor from and against all claims and damages of
whatsoever nature, asserted against the Lessor or the Leased Premises as a result of the
Lessee's -)1' any Sublessee's use and occupancy of the Leased Premises, including but not
lImited to all clean-up and remediation costs. claims of personal injury or property damage,
and court costs and reasonable attorney s' fees incurred in any mediation, arbitration trial or
appellate proceeding pertaining thereto. Lessee shall have no obligation to remediate any
preexisting Hazardous Substances on the Leased Premises and the Lessor agrees to
mdemnif: and hold harmless the Lessee from the same. Lessee shall not be allowed to
construct an underground storage tank (In any of the leased premises.
I f Lessee determines that a threat to the environment, as a result of Lessee's
operations. including but not I imited to a release. discharge, spill, or deposit of a hazardous
-';":<nii<:llCJpti('I:/\grc.:! "1)1-( i"orT" ek:-.!
II>
~---"'-
substance has occurred or is occurring which affects or threatens to affect the Airport, or
persons, structures, equipment or other property thereon, Lessee must immediately verbally
notify (1) the Director. (2) the Airport Public Safety Office, and (3) all emergency response
centers and environmental or regulatory agencies, as required by law or regulation. Lessee
must provide Director with written confirmation of the verbal report within 72 hours.
lessee agrees to cooperate fully with the Airport in promptly responding to, reporting, and
remedying. as a result of Lessee's operations. any such threat to the environment, including
the drainage systems. soils. ground water, waters, or atmosphere, in accordance with
applicable law or as authonzed or approved by any federal, state, or local agency having
authorit\ ,)Vel' environmental matters.
5.5 Quiet Possession. If Lessee pays the Base Rent and Additional Rent (collectively referred
to herein as the "Rent") and complies with all other terms of this GTCA, Lessee or its
subtenant(s) ma) occupy and enjoy the Leased Premises for the full Lease Term without
molestation or disturbance b) or from Lessor or anyone claiming by or through Lessor or
having title to the Leased Premises paramount to Lessor, and free of any encumbrance
created or sufTercd by the Lessor,
5.6 Lessor's Encumbrances. Lessor shall not cause any lien or encumbrance, including
without limitation, trust deeds. mortgages, security agreements, pledges or hypothecations
{)ll Lessor's ownership interest. to burden the Leased Premises without the prior written
consent (If Lessee. \vhich consent may be given or withheld at the sole and arbitrary
discretion of the Lessee. fhis provision shall not preclude the Lessor from pledging,
hypothecating, l'r otherwise encumbering its interest as Lessor under the terms of this
C;TCA. provided that in so doing, the Lessor will deliver to Lessee (and any Lender) an
agreement recognizing the nghts of the Lessee (and any Lender) in, to and under this
(;TCA
5.7 Applications and Filings. Upon Lessee's request, Lessor shall promptly join in and
execute any Application or Filing (as defined below) as Lessee may from time to time
request. provided that: (a) such Application or Filing is in customary form; and (b) no
uncured Default (as defined below) exists beyond any notice or grace period. For purposes
uf this Section 5.7 of the Lease. the term "'Aoolication or Filings" shall mean and refer to
,my instrument, document. agreement. certificate. or filing (or amendment of any of the
foregoing)' (a) necessar) or appropriate for any construction work this GTCA allows,
Including any application for any utility service or hookup, easement, covenant, condition,
restriction. subdivision piaL or such other instruments as Lessee may from time to time
request in connection v\ith such construction work; (b) to enable Lessee to obtain any
abatement. deferral ur other benefit that may otherwise be reasonably available for the
payment real estate taxes: ie I to allow Lessee to change the use or zoning of the Leased
Premises. provided such change in use or zoning shall be subject to Lessor's consent, which
"hall not be unreasonably withheld; (d) to enable Lessee from time to time to seek any
.lpproval or to llse and operate the Leased Premises in accordance with this GTCA;
ie) othenvise reasonably necessary and appropriate to permit Lessee to realize the benefits
d the Leased Premises under this GTCA: or (t) that this GTCA otherwise requires Lessor
to sign for Lesse,.;.
,,'w,.:1l Opti(\li ,'\gro:c': l Of 1'1' ,.11:, ,(
~""",,"- ""....... ._..._~" -
6 CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS
6.1 Existing Conditions. Lessee accepts the Leased Premises in its condition as of the
execution of the Lease, subject to all recorded matters, laws, ordinances, and governmental
regulations and orders, and the terms of the Option Agreement between Lessor and Lessee
(the "Option"). Except as provided in this GTCA and the Option (which representations
are Incorporated by reference). Lessee acknowledges that neither Lessor nor any agent of
l.essor has made any representation as to the condition of the Leased Premises or the
suitability of the Leased Premises for Lessee' s intended use.
6.2 Exemption of Lessor from Liability. Lessor shall not be liable for any damage or injury
to the person, business (or any loss of income therefrom), goods, wares, merchandise or
other property of Lessee. Lessee's employees. invitees. customers or any other person in or
about the Leased Premises. whether such damage or injury is caused by or results from: (a)
fire. steam. electricity, water. gas or rain: (b) the breakage, leakage, obstruction or other
defects of pipe", sprinklers. \vires. appliances. Improvements or any other cause; or (c)
conditions arising in or aboul the Leased Premises. or from other sources or places. Lessor
shall not be liar-de for any such damage or injury even though the cause of or the means of
repairing such damage or injury are not accessible to Lessee. The provisions of this
Section shall not. however, exempt Lessor and/or Lessor's agents or employees from
ilability fllr Lessor's negligence or misconduct.
6.3 Lessee's Obligations.
6.3.1 F xcept as provided in Section 7 (Damage or Destruction) and Section 8
(Condemnation). Lessee shall keep all portions of the Leased Premises (including
structural, nonstructural. interior. exterior. and landscaped areas, portions, systems
and equipment) in good order. condition and repair (including interior repainting
and refinishing, as needed) as suited to its use, excluding ordinary wear, tear,
casualty condemnation. depreciation and physical, technological and/or economic
obsolescence. Lessee's obligations shall extend to both structural and non-
structural items, and 10 all maintenance, repair and replacement work, including but
not limIted to unforeseen and extraordinary items (subject to the limitations set
forth ab'lve)
6.3.2 Lessee "hall. at its own cost and expense, promptly observe and keep all laws,
rules. orders. ordinances and regulations of the federal, state and city governments
and any and all of their departments and bureaus and those of any other competent
authority applicable to the Leased Premises, (the "Legal Requirements") whether or
not such Legal Requirements affect the interior or exterior of the Improvements,
necessitate structural changes or improvements, or interfere with the use and
enjoyment of the Leased Premises. and whether or not compliance with the Legal
Requirements is required by reason of any condition, event, or circumstance
existing before or after the Lease Term commences; and shall promptly comply
\\Ith all laws. rules. llrders. regulations and requirements of the issuer(s) of the
illsuranu: policy(ies) contemplated in Section 4.4.2, above, and will use no part of
I eased Premises for ,my unlawful purposes. If however, the Lessee in good faith,
~.:Jmdl ()ptW!-, Aga~"-:;,.~I!._,
11{
.....'.'.-
shall desire to contest any laws, rules, orders, ordinances or regulations of the
federal, state, city or other competent authority requiring repairs, alterations or
changes in the Leased Premises or in any building at any time situated thereon,
Lessor may contest same, and it shall not be required to make such repairs,
alterations, or changes so long as it shall. in good faith, at its own expense, contest
the same or the validity thereof by appropriate proceedings, and any such delay of
the Les..;ee in complying with any such laws, rules, orders, ordinances and
regulati(lns unti 1 final determination of such disputed matter shall not be deemed a
default n the conditions of this GTCA; Lessor will not unreasonably withhold,
cl.mditioll or delay Its consent to execute such instruments, and give Lessee such
assistance in connection with such contest as shall be necessary, reasonable and
properlt no cost or expense to Lessor; however, Lessee's time to comply
hereunder shall not be so extended if Lessor shall be threatened with fine or
impnsonment. I,essee shall hold Lessor harmless of all costs, expenses, liabilities,
Illsses, Jamages. fines. penalties. claims and demands, including reasonable
c.mnsel fees. that ma) in any manner arise out of or be imposed because of the
fail ure u r the Lessee to comply with any law, rule, order, ordinance or regulation as
atlxesaid. Nothing contained in this Section or elsewhere in this GTCA will be
deemed or construed as requiring the Lessee or any sublessee, under any
circumstance. t(1 open or continuously operate within the Improvements or
otherwise on the Leased Premises at any particular time or date or for any particular
period (J uring the Lease Term. and to the extent that the Improvements are not
occupied at any particular time during the Lease Term, then the legal requirements
applicable to the Improvements will be those legal requirements that are applicable
in circumstances whelT such premises are not occupied; however, but upon any
o(:cupancy of the Improvements. either initially or after any period of vacancy, the
legal requirements applicable to an occupied facility will be applicable to the
[ essee':-. obligations hereunder
6.3.3 lessee shall fulfill all of Lessee's obligations under this Section 6 at Lessee's sole
expense If Lessee fails to maintain, repair or replace any element of the Leased
Premises to the condition required hereunder within sixty (60) days of written
notice from Lessor. Lessee shall be deemed to be in Default of its obligations under
thi s Section 6.3.
6.3,4 Except for the negligence or willful misconduct of Lessor, Lessee shall
indemnify, defend and hold Lessor harmless from and against any and all
liability, claim, loss, cost, expense, damage (including reasonable attorneys'
fees and consultants fees), lien, judgment or penalty arising in any manner
whatsOt.'ver out of, involving, or in connection with, the use and/or occupancy
of the Leased Premises by Lessee and/or its subtenants or anyone else
claiming by or through Lessee.
6.4 Improvements
6.4.1 \ll plans and specifications for Lessee's Improvements, including all renovations,
remodel mg. refurbishing, signage. and construction upon the Leased Premises,
"',;JJadl ~Wll Agrt:t1'ICll-t Corpu-. UUI ;i. ~
Iq
~-~---
:,":mdJ Opti(,p _\gre._~!",:t[t., t-()rp-,' '"-hr:-I
-' -
must meet all City fire, building and other applicable city, state and federal
regulations and code requirements, including obtaining required building permits.
Lessee, at its expense. shall obtain all licenses and permits required prior to all
renovati()ns. remodeling, refurbishing, or construction on the Leased Premises.
The costs of developing all plans and specifications as provided herein and the
CC)]1struction of improvements and facilities upon the Leased Premises must be paid
sulely b~. Lessee. without any cost or expense to Lessor whatsoever. The plans and
specifications. includlllg the architectural design, color, building material, signage,
and landscaping of lessee's improvements must be approved by the Aviation
DIrector which approval will not be unreasonably withheld. No substantial
changes or alterations must be made to said plans or specifications after initial
approval by Aviation Director without further written approval by Aviation
Director which apprond will not be unreasonably withheld.
l' pon final completion and acceptance of the Improvements by Lessee, Lessee must
provide two sets of Mylar "as-built" plans and one electronic copy of the record
documents to A viatiull Director, who will keep one set of plans on file at the
Airport .md provide the other set to the City Secretary for incorporation into this
erc /\ .IS Exhibit (' Exhibit C becomes effective upon filing with the City
Secn'tar\ and subsequent attachment to this GTCA. Lessee must keep said
documents current, b\ providing two sets of Mylar "as-built" plans and one
electroniC copy nf all record documents showing any alteration in excess of
$:25,000 to the Leased Premises during the term of the Lease to Aviation Director,
tu be attached to thIS (iTCA in the same manner as provided for the original plans
and spenfications.
During the construction of Improvements, Aviation Director may, after providing
reasonahle notice to Lessee, enter upon the Leased Premises during City's normal
business hours and make inspections as may be necessary to ensure that the
construction of lmpron~ments IS performed in accordance with the requirements of
this GT( A.
Initial ] mprovements tor construction must begin within one (1) year of the
execution of this GTCA and be completed with two (2) years from the execution
of thIS (, TeA
During this GTCA. Lessee shall (subject to the other terms and conditions of this
Ci TC A) have the continuing nght to remodel, renovate and refurbish the Leased
Premise..;, or any part thereof. and to build and construct new additions and
improvements thereon and thereto, provided; however, that Lessee has obtained the
prior consent of the Federal Aviation Administration and the written consent of
A viation Director, whose consent to the modifications will not be unreasonably
withheld All alterations, additions, and Improvements to the Leased Premises
shall be done in a good and workmanlike manner, in conformity with all applicable
laws and regulatlOns.
2()
Lessee and assignees and sub lessees, must include in all construction contracts
entered into, a provision requiring the contractor, or, in the alternative,
Lessee, to indemnify, hold harmless, defend and insure the Lessor, including
its officers, agents, and employees, against the risk of legal liability for death,
injury or damage to persons or property, direct or consequential, arising or
alleged to arise out of, or in connection with, the performance of any or all of
such construction work, whether the claims and demands made are just or
unjust, unless same are caused by the gross negligence or willful act of the
Lessor, its officers, agents, or employees. Lessee must furnish, or require the
C'Jntract( 1r to furnish. insurance. as required in Section 4 herein.
lessee must include in a construction contract, or subcontract, all proVIsIOns
required by the Director relating to the operations of the contractor on the Airport;
such pwvisions. must include a Payment and Performance Bond for any work in
e ,"cess 0 r $25,000 to be performed by Lessee or the contractor.
6.4.2 Lessee ~hall pay when due all claims for labor and material furnished on or about
the Leased Premises or in connection with the Improvements.
6.4.3 Lessee shall have no power to do any act or to make any contract that may create or
be the 1'( lundation for any lien. mortgage, or other encumbrance on the reversion or
other estate of Lessor or that would be prior to any interest of Lessor in the Leased
Premise.;;. except that Lessee (or a Sublessee) shall have the right, in the ordinary
course of business. to finance purchases of FF&E (as defined in Section 13.17) by
providing a first lien on such items, so long as any FF&E so liened can be safely
removed as provided in Section 13.17. Lessee shall not suffer or permit any liens
to attach to the interest of Lessee in all or any part of the Leased Premises by
reason of any work. labor. serVlces. or materials done for, or supplied to, or claimed
tll have been done fot or supplied to Lessee or anyone occupying or holding an
interest n all or any part of the Improvements on the Leased Premises through or
under Lessee If any mechanic' s. construction or other liens or orders for the
payment of money shall be filed against the Leased Premises or any improvements
thereon hy reason of. or arising out of any labor or material furnished to, or for the
Lessee <It the Leased Premises or for or by reason of any change, alteration or
addition by Lessee. ell the cost or expense thereof. or any contract relating thereto,
or against the LeSSl)r as leased fee owner thereof by reason of Lessee's work or
c'.mtract relating thereto. then within sixty (60) days, the Lessee shall cause the
same to be canceled and discharged of record. by bond or otherwise, at the election
and expense of the 1 essee. and shall also defend on behalf of Lessor, at Lessee's
s(lle COS1 and expense. any action, suit or proceeding which may be brought thereon
or for the enf<)l"cement of such lien. liens or orders, and the Lessee will pay any
damage:-- and discharge any judgment entered therein and hold the Lessor harmless
from allY loss. claIm or damage resulting therefrom, including reasonable
attorney s fee~.
~';-'iln...il OpIiol' AgrlX!!\CtH.' ",--'orpuc (..:h[1-.!1
,
~;'^'-
~othing in this GTCA shall be deemed to be, or be construed in any way as
constituting, the consent or request of Lessor, express or implied, by inference or
otherwise, to any person, firm. or entity for the performance of any labor or the
furnishing of any materials for any construction, rebuilding, alteration, or repair of
or to the Leased Premises or to the Improvements, or as giving Lessee any right,
power, llr authority to contract for or permit the rendering of any services or the
furnishing of any materials that might in any way give rise to the right to file any
lien agall1st Lessor's llllerest in the Leased Premises or against Lessor's interest, if
any, 111 the Improvements. Lessee is not intended to be an agent of Lessor for the
c,mstruction of Improvements on the Leased Premises. Lessor shall have the right
tll post and keep posted at all reasonable times on the Leased Premises and on the
Improvements any notices that I.essor may reasonably wish to post for the
protecti<,n of Lessor and of the Leased Premises and of the Improvements from any
such lien. The foregoing shall not be construed to diminish or vitiate any rights of
Lessee in this GTe A to construct. alter. or add to the Improvements.
'"
DAMAGE OR DESTRUCTION
7.1 Casualty. If Lessee becomes aware of any damage or destruction to all or any material
portion of the Improvements, whether ordinary or extraordinary, foreseen or unforeseen,
affecting any or all Improvements and/or the Leased Premises (each, a "Casualty"), Lessee
shall immediately notif} Lessor of such fact.
7.2 Effect of Casualty. If any Casualty occurs (i) no Rent shall abate, (ii) this OTCA shall not
tern1inate or be impaired, and (iii) Lessee shall, to the extent that insurance proceeds
payable on aCC(lunt of the Casualty are made available to Lessee by the Lender (as defined
in Section 11) rebuild and/or restore that portion of the Improvements damaged by such
Casualty
7.3 Adjustment of Claims; Use of Property Insurance Proceeds. Lessee shall be solely
responsible for adjusting any insurance claim(s) pertaining to any Casualty, subject to the
rights of any Lender. Subject to the terms of any Lender's loan documents, if the Lender
makes the insurance proceeds (that are payable as a result of a Casualty) available to
Lessee. such insurance proceeds shall be disbursed directly to a depository acceptable to
Lender tn be di'~bursed in accordance with Lender's loan documents for the safeguarding,
clearing. repair restoration, alteration, replacement, rebuilding and reconstruction of the
portion of the Improvements damaged by such Casualty, to rebuild, repair and/or restore
the affected Improvements to a condition that complies with applicable laws and is
otherwise consi "tent \vith the I.essee' s permitted use of the Leased Premises.
7.4 Waiver. Lessee waives the protection of any statute, code or judicial decision which grants
a Lessee the right to terminate a lease in the event of the substantial or total destruction of
the Leased Premises. Lessee agrees that the provisions of this Section 7 shall govern the
nghts and obligations of Lessor and Lessee in the event of any such Casualty.
..\: -:', .-11lI1.~il Oplirm i\gr~C'I,~-!!I-t ,". CorplJ', Chfl--1r
..,'
~'~""<-'
8 CONDEMNA TION. If a portion of the Leased Premises is taken under the power of eminent
domain or sold under the threat of that power (all of which are called "Condemnation"), the
Condemnation award shall be distributed in the following order of priority:
8.1 First, to Lessor. in amount to be calculated to reflect its reversionary interest in the Leased
Premises so tak~n:
8.2 Second, to Lessee or its assigns, in an amount equal to the balance of the Condemnation
a ward.
8.3 If the Leased Premises is partIally or totally unusable as a result of such condemnation, as
reasonably determined by the Lessee, Lessee shall have the right and option of terminating
this GTCA on the date that the condemning authority has acquired title or taken possession
of any portion ()f the Leased Premises that is subject to the Condemnation and thereafter
neither party shall have any further rights, duties or obligations under the Lease. If the
lessee does not exercise any such right and option, Rent shall abate from the date that the
condemmng authority has acquired title or taken possession of any portion of the Leased
Premises in proportion to the value of the Leased Premises so taken, giving due regard to
the impact of that taking on the use and usefulness of the Leased Premises to accommodate
the Improvements and use thereof.
t) ASSIGNMENT AND SUBLETTING
9.1 Lessor's Consent Not Required for Sublease. Lessor acknowledges that Lessee does not
intend to OCCUPY the Leased Premises and the Leased Premises will be subleased to one or
more subtenants. Notwithstanding anything to the contrary in this GTCA, Lessee shall
have the right, without the prior consent of Lessor, to sublease the Leased Premises under
the terms and conditions of a sublease. negotiated and entered into solely by Lessee and its
subtenant. As such. Lessee may sublease the Leased Premises without Lessor's prior
consent.
9.2 Assignment. This GTe/\. may be assigned to Lessee's principal, affiliates, or subsidiaries
of it's principal:-- without the written consent of Lessor. For all other assignments, the
written consent .,jf the Lessor must be obtained, but Lessor's consent thereto shall not be
unreasonably withheld. Upon approval of the assignment by the Lessor, together with a
copy of the document e1Tectuating such assignment the Lessee shall be released from all
terms, conditions and obligations under the Lease.
10 DEFAULTS; REMEDIES
10.1 Defaults Lessee shall be In material default (herein referred to as a "Default") under this
OTCA:
;,_"ji;]~1l Opti(lli :\g:rc,:ni< ;)H ','Of pl- (h" ,r ~.
2 ;
.~--"..,..
10.1.1 If the Lessee shall default in the payment of Base Rent for a period often (10) days
following receipt of written notice from Lessor of any delinquency or failure to pay
such Base Rent;
10.1.2 [f the Lessee shall default in the payment of any Additional Rent for a period of
thirty (30) days following receipt of written notice from Lessor of any delinquency
or failure to pay such Additional Rent:
10.1.3 Except as otherwise herein provided. in the event that Lessee shall default or fail in
the pertmmance of a covenant or agreement to be performed by it under this
(lTC A., .md such default shall not have been cured for a period of thirty (30) days
after receipt by Lessee of written notice of such default or failure in performance;
provided. however, if such default or failure cannot, with due diligence, be cured
v,ithin thirty (30) days after receipt by Lessee of any such written notice, and
[essee shall not have commenced the remedying thereof within such period or
shall not be proceeding with due diligence to remedy such default or failure (it
bemg intended in connection \"ith any such default or failure that is not susceptible
of being cured by Lessee with due diligence within any such thirty (30) day period,
that the time within \vhich to remedy that default or failure shall be extended for
such penod as may he necessary to complete same with due diligence), or
10.1.4 [1' the lessee shall make an assignment for the benefit of creditors or file a
voluntary petition in bankruptcy or be adjudicated a bankrupt or insolvent by any
court. 0' file a petitIon for reorganization or an arrangement under the Federal
Bankruptcy Code or any state insolvency act, or a receiver or trustee for its
propert~ shall be appointed in any proceeding other than a bankruptcy proceeding,
and such appointment shall not be vacated within ninety (90) days after it has been
made
10.2 Lessor's Remedies. Upon the occurrence of an event of Default, and in all events subject
to the provisions of Section 11. below. Lessor may exercise anyone or more of the
remedies set forth in this sectlOn or any other remedy available under applicable law or
contained in thiS GTCA. In addition to all other rights and remedies provided for under
this GTCA. at law or in equity, after service of written notice informing Lessee of
terminatIOn of Ihis GTCA. at the end of the tenth day, following the date of that notice, it
shall be lawful for the 1 essor tn terminate this GTCA and to enter into Leased Premises or
any part hereof and expel the Lessee or any person or persons occupying Leased Premises,
and so to repossess and enjoy the Leased Premises, provided, however, that if any
\ oluntaf\ or involuntary proceeding l()r a reorganization or an arrangement is instituted,
and no applicatIOn is made in any such proceeding and no relief is requested therein by the
Lessee tl) reject this CiTCA. nr to reform or recast the same or for any change, modification
or alteration of any of the terms. covenants and conditions of this OTCA or to relieve the
lessee from thL' punctual payment or the Rent or other charges required to be paid by
1:;1<:11 OptWP'\J?fCC'I.':11 '
2\
~""'"
Lessee under this GTCA, and if all Rent and other charges due form Lessee under this
OTCA are paid within the time period(s) hereinbefore provided, and all of the terms,
covenants and conditions of this GTC A required to be performed by Lessee are promptly
performed and complied \\ith within the time period(s) hereinbefore provided, then this
GTCA shall not be so terminated. but shall continue in full force and effect, provided
however nothing herein contained shall modify the rights of the Lessor or the obligations
'.If the Lessee \\ \th respect to this OTCA under the Federal Bankruptcy Code in the event
ufthe tilmg of (j petition thereunder by the Lessee.
Lessor or Lessor's agents and employees may immediately or at any time thereafter reenter
the Leased Premises either by summary eviction proceedings or by any suitable action or
proceeding at law. or by force or otherwise, without being liable to indictment,
prosecution. or damages. and may repossess the same. and may remove any person from
the Leased Premises. 10 the end that Lessor may have, hold, and enjoy the Leased
Premise5
Lessor may relet the whole or any part of the Leased Premises from time to time, either in
the name of Le~sor or otherwise. to such tenants, for such terms ending before, on, or after
the expiration late of the Lease Term. at such rentals and on such other conditions
(including concessions and free rent) as Lessor may determine to be appropriate. To the
extent allowed under applicable law. Lessor shall have no obligation to relet all or any part
of the Leased Premises and shall not he liable for refusal to relet the Leased Premises, or,
Il1 the event of such reletting. t~)f refusal or failure to collect any rent due on such reletting.
/\ny such relettll1g will operate to relieve Lessee of and from any further liability under this
(HCA.
[1' the Lessor does not terminate this GTCA or otherwise terminate Lessee's rights of
possession to the Leased Premises, Lessor has the right to recover its damages, including
without limitation all lost rentals, all legal expenses including reasonable attorney's fees,
all costs incurred by Lessor in restoring the Leased Premises or otherwise preparing the
leased Premises for reletting. and all costs incurred by Lessor in reletting the Leased
Premises and interest thereon at the rate set forth ahove for past due Rent under this
(rTCA
No failure by Lessor to insist on the strict performance of any agreement, term, covenant,
or condition of this GTCA or to exercise any right or remedy consequent upon a breach,
and no acceptance of full or partial Rent during the continuance of any such breach,
constitutes a WaIver of any such breach or of such agreement, term, covenant, or condition.
No agreement. term. covenant. or condition to be performed or complied with by Lessee,
and no breach by Lessee shall be waived. altered, or modified except by a written
mstrument executed by Lessor No waiver of any breach shall affect or alter this GTCA,
'-''''llldl Option A~nl,','lI\-( COfj"" CflJ'"
:2
4ll!I!IP""--,,,,"-
but each and every agreement. term, covenant, and condition of this OTCA shall continue
in full force and effect with respect to any other then-existing or subsequent breach.
Each right and remedy provided for in this OTCA shall be cumulative and shall be in
addition to every other right or remedy provided for in this OTCA or now or hereafter
existing at law ,)r in equity or by statute or otherwise, and the exercise or beginning of the
exercise by Lessor or Lessee of anyone or more of the rights or remedies provided for in
this OrCA or now or hereafter existing at law or in equity or by statute or otherwise shall
not preclude the simultaneous or later exercise by the party in question of any or all other
nghts or remedIes prO\ ided tC)f in thIS OTCA or no\'. or hereafter existing at law or in
equity or by statute or othen\ ise.
Should the Lea:-,e Term at any time be terminated under the terms and conditions hereof, or
1Il any other way, the Lessee hereby covenants and agrees to surrender and deliver the
[.eased Premises peaceabl) to the Lessor immediately upon the termination of said term
together with al I the Improvements described in this OTCA in good condition with normal
'..vear and tear accepted. Furniture, fixtures, and equipment may be removed by Lessee or
any subtenant at or before thIS OTCA terminates, provided, however, that the removal will
not injure the [mprovements or necessitate repairs to the same, or if such repairs are
required. those repairs will be made promptly following any such removal. Lessee shall
pay or cause t< \ be paid to I.essor the cost of repairing any damage arising from such
removal and restoration of the Improvements to their condition before such removal. Any
personal property of Lessee \)r any subtenant that shall remain on the Leased Premises for
a period of more than thirty ill)) days after the termination of this OTCA and the removal
of ] .essee or such subtenant from the Leased Premises may, at the option of Lessor, be
deemed TO have been abandoned by Lessee or such subtenant and may either be retained by
I essor as it''j property or be disposed of. without accountability, in such manner as Lessor
may see fit. or f Lessor gives written notice to Lessee to such effect, such property, shall
be removed by essee at Lessee's sole cost and expense.
10.3 Limitation on Lessor's Remedies. Notwithstanding anything to the contrary in this
ClTCA. Lessor shall not exercIse any remedy that would dispossess any subtenant of the
Leased Premises or Lessee \vithout the prior written consent of the Lessee unless in the
event of Lessee Default. Lessor shall pursue all remedies available to Lessor prior to
termination of this GTCA Subject to the terms of this Section 10.3, Lessor shall be
entitled to enforce all of Lessor's rights and remedies under this OTCA, at law or in equity,
mcluding the right to recover the Rent as it becomes due. Notwithstanding the foregoing,
lessor shall n01 unreasonably withhold consent to execute any reasonable non-disturbance
agreement requested b) any subtenant of the Leased Premises to ensure that subtenant's
mterest in the I eased Premises shall not be disturbed by the Lessor in the event of Lessee
Uehmlt.
'illidl Option .\gn;:t,,-,,"t-( lJfl'_:'_ \_'111
2(
~""--
10.4 Lessor's Default. Notwithstanding anything to the contrary contained in this GTCA, in the
event of breach or default of this GTC A by Lessor. Lessee shall have all rights available to
it hereunder or at law or in equity. Lessee's right to seek any remedy for Lessor's default
shall not be deemed waived by the failure to exercise said right nor shall any such failure
estop Lessee from afterward asserting said right to seek any remedy as provided herein or
as provided by law. The remedies of Lessee shall be cumulative, and include any and all
remedies as pwvided by law or in equity, and no one of them shall be construed as
exclusive of anv other or of any remedy provided by law. Any prior waiver of any of
lessee's rights under the Lease shall not constitute a \vaiver of Lessee's rights to damages
l!l event of subsequent default or breach of Lessor. In the event a court of competent
i urisdictJOn finds that the Lessor has hreached the terms and conditions of this GTCA, in
addition to any civil remedies, the Lessee shall be entitled to its reasonable attorneys' fees
associated with such suit and/or claim.
11. PROTECTION OF LENDERS
11.1 Definition. As used in this CirCA "Lender" shall collectively mean, each and every lender
w'hich (a) takes a security interest in, or otherwise encumbers, the Lessee's leasehold
interest in the Leased Premises (the "Leasehold Estate"), which security interest is
evidenced by a deed of trust. or mortgage, or other security instrument (herein referred to,
collectively, as the "Leasehold Security Instrument") as recorded in the office of the
County Recorder of Nueces County. in the State of Texas, and (b) has notified Lessor of
such recorded Leasehold Security Instrument. Every Lender shall have the following
rights in addition to all other rights and remedies conferred upon the Lender in law or in
equity
11.2 General. Lender shall have the right: (a) to do any act or thing required of Lessee
hereunder and all such acts or things done and performed shall be as effective to prevent a
forfeiture of Lessee's rIghts hereunder, as if done by the Lessee; and (b) to exercise its
remedies pursuant to its Leasehold Security Instrument; and, to transfer, convey, and
assign Lessee's Leasehold Estate created hereby to any purchaser at any foreclosure sale,
trustee's sale, ('r other sale held pursuant to such Leasehold Security Instrument, and to
acquire and succeed to the interest of Lessee hereunder by virtue of any such sale, without
the consent of lessor In furtherance of the foregoing, if Lender is the successful bidder at
such sale held pursuam to any such Leasehold Security Instrument (or a senior security
Instrument) then Lender shall he entitled to further assign or transfer this GTCA or sublet
the Leased Premises in the same manner as provided under Section 9, above, without the
prior written consent of Lessor. and (c , to accept an assignment in lieu of foreclosure under
the Leasehold ~ecurity Instrument, without the consent of Lessor or otherwise acquire the
Lessee's Leasehold Estate, hy assignment or conveyance in lieu of any such foreclosure
proceedings, in which case the Lender's rights and interest under its Leasehold Security
Instrument shall not merge into the Leasehold Estate but shall remain separate and distinct
lilW.;lI Optio:;\!lrccrC:T. ('ill
....,..,
-~~-
in all respects, the Leasehold Security Instruments shall remain in full force and effect; and
the Lender shal] be entitled to further assign or transfer this GTCA or sublet the Leased
Premises in the same manner as provided under Section 9, above, without the prior written
consent of LeSS\lr.
11.3 Lender's Right to Cure Default. In the event of Default by Lessee, Lessor shall not be
entitled to exercise any of its rights or pursue any of its remedies which arise by reason of
such Default until the events descri bed in the remainder of this Section 11.3 have
occurred
11.3.1 Notice to All Lenders. Written notice describing the Default in reasonable detail
shall have been given to all Lenders (at the address designated by each such Lender
in the manner provided in Section 11.7 below), which written notice to each
[ender shall be either (i) personally delivered to the person designated to Lessor by
lender :0 receive such notice. or in the event no such designation is made and
[ender s a corporation. to a corporate officer of Lender, or (ii) shall be given by
depositing such notice in the United States mails, certified or registered mail,
postage prepaid. addressed to Lender at the address so designated to Lessor by
I ender. which notice if mailed shall be deemed complete seventy-two (72) hours
after the same is deposited in the United States mails; and
11.3.2 Right to Cure Default. Lender shall have failed to cure any Default described in
such notIce that can be cured by the payment of money within thirty (30) days after
such notice is given to the Lender; or if the Default so described is in the
performance of an) other covenant or condition of this GTCA which cannot be
cured b) the payment of money. then Lender shall have failed to cure such Default
within sixty (60) days after such notice is given; provided, however that if such
c me reg uires Lender' s entry upon the Leased Premises and Lender is prevented by
either Lessor or Lessee from entering upon the Leased Premises, then Lender shall
have sixty (60) days fi'om the date Lender is permitted free and unrestricted entry
upon the Leased PremIses within which to cure such Default; and further provided,
howeveJ. that if the Default is of such a nature that it cannot reasonably be cured
",ithin any such sixly \ (0) day period. then Lender shall have such additional time
as is ft'asonablv necessary to cure such Default, provided that Lender has
c,)mmenced the cUrIng of such Default within such sixty (60) day period, and
thereafter has proceeded diligently to cure the same.
lessor and Lessee agree that Lender may enter upon the Leased Premises to cure
any Def~lUlt of Lessee hereunder at all reasonable times, and that neither Lessor nor
Lessee shall in any way obstruct or limit Lender's right of entry upon the Leased
Premises Nothmg contained herein shall in any manner obligate Lender to cure
any Default of Lessee
] 1.4 Right to a Ne\-\ Lease. Notwithstanding any provision to the contrary set forth herein, if
f~)r any reason this GTCA is terminated by reason of. or in connection with, any court
proceeding relating to any state or federal law for the relief of debtors, and if at such time
::Iny Lender holds a security interest in the Leasehold Estate so terminated, then such
1-' . --l'd,dl OpIi(ln .".greell'L"li-'_ . orpL
2~
- -
Lender shall be entitled to receive a new lease for the Leased Premises, wherein such
Lender is Lessee upon the same terms and conditions set forth herein, and Lender shall
have the same rights and obligations under such new lease as if such Lender had acquired
the leasehold interest in the Leased Premises through foreclosure of its Leasehold Security
Instrument. Such new lease shall have the same relative priority as this GTCA. No such
termination of 1his GTCA shall in any manner affect the rights of any Lender until all of
the following events have occurred: (il Lessor shall have notified such Lender in writing of
the termmation of this GTCA and shall have offered such new lease to such Lender, which
notice and offer shall be communicated to such Lender in the manner provided in Section
11.3.1 above. and (ii) 'luch l.ender shall have failed to accept in writing such offer of
Lessor tor a n....w lease and to communicate such acceptance to Lessor in the manner
provided m Sedion 11.7 belo\v within thirty (30) days after receipt of such written offer
tor a ne\\ lease or the events described in clauses (i) and (ii) above have occurred, but
such Lender has failed withm such thirty (30) day period to cure any and all delinquent
Rent payments and other monetary Defaults of Lessee under this GTCA and to commence
to cure any other Defaults of Lessee. If Lender fails to comply with the provisions of this
Section 11.4 it" right to a new lease as set forth in this section shall terminate and Lender
shall thereafter have no further right. title or interest in and to the Leasehold Estate or the
I.eased Premises. [n the event Lender complies with the provisions of this Section 11.4,
the existing subleases of the I ,eased Premises (if any) shall remain in full force and effect
and shal] n01 be affected.
11.5 Lease Amendments and Termination. Lessor and Lessee shall not voluntarily and
materially modify, amend. or change the provisions of this GTCA that would impact the
Lender'~ security interest, without the prior written consent of the Lender, which consent
shall nO! be unreasonably withheld. Lessor and Lessee shall not agree to voluntarily
terminate this (rTCA unless the obligations to all Lenders which are secured hereby have
been paid in ful
11.6 Lender's Liability Hereunder. No Lender which takes a security interest in the
I.easehold Estate shall be liable to Lessor as an assignee of Lessee, unless, and until such
time as. such Lender shall have acquired the rights of Lessee hereunder through
foreclosure or other appropriate proceedings in the nature thereof, or by assignment in lieu
of foreclosure. or as a result of any other action or remedy provided for by Lender's
leasehold Security lnstrument. or which may otherwise be provided by law. Any Lender
which so acquires the Leasehold Estate shall be entitled to further assign or transfer this
(rTCA or sublet the Leased Premise~ in the same manner as provided under Section 9,
above. with the prior written consent of Lessor. [n the event such Lender has so acquired
the rights of Lessee hereunder. such Lender assigns the Leasehold Estate to a third party in
the manner contemplated herem. and such assignee agrees in writing to pay and perform
all of L:ssee's obligatiom hereunder. then from and after the date of such assignee's
written assumptIon of lessee s obligations hereunder. Lender shall thenceforth be relieved
of all liability under this (31'(\.
11.7 Notices. Notices given by an) and all Lenders to Lessor under this Section 11.7 shall be
l!1 writing and shall either be delivered to Lessor personally, or deposited in the United
States mails. pI lstage prepaid and addressed to Lessor at the address which Lessee shall
.,uLI,cll Opliw, _-\grcU',c'Pl.( "0'1"-" <.-!IT
2lJ
~-,-.-.-
designate. Any notice which is so mailed shall be deemed to have been received by Lessor
within seventy-two (72) hours after the same is deposited in the United States mails.
Lessor hereby agrees that upon receipt of any notice, either from Lessee or from any
Lender. of the existence of any Leasehold Security Instrument, the Lessor will thereafter
deliver to such Lender a duplicate copy of any written notice required or permitted to be
given by Lessor to Lessee under the terms of this OTCA. Any such notice given to a
I,ender under this Section 11.7 shall be in writing and shall either be delivered to Lender
personally, or deposited in the United States mails, postage prepaid and addressed to
I ,en del' at the address provided to Lessor. Any notice which is so mailed shall be deemed
to have been received by Lender within seventy-two (72) hours after the same is deposited
III the United States mails.
] 1.8 Implementation of Lender Protection Provisions. Lessor and Lessee shall cooperate to
include 111 this CiTCA by suitable amendment from time to time any provision which may
reasonably be requested by any proposed Lender for the purpose of implementing the
nlender protection" provisions contained in this GTCA and allowing such Lender
reasonable means to protect or preserve such Lender's lien and security interest in the
I,easehoid Estate on the occurrence of a Default under the terms ofthis GTCA. Lessor and
I ,essee shall execute and deliver (and to acknowledge, if necessary, for recording purposes)
any agreement necessary to effect any such amendment: provided, however, that any such
amendment shall not in any \Vay affect the term of this GTCA or Rent under this GTCA,
nor otherwise in any material respect adversely affect any rights of Lessor under this
(iTCA: and further provided. however. that Lessor shall not be obligated to encumber its
reversionary interest in the Leased Premises. ("subordinate the fee"), execute any
document creating personal liability on the part of Lessor, or otherwise subject Lessor or
Lessor's interest in rhe Leased Premises to liability whatsoever for such loan.
Notwithstanding the foregoing. Lessor and/or its lender shall be required to execute any
reasona1:Jle su1:Jordination and non-disturbance agreement requested by any Lender to
ensure that Lender's imerest Il1 the Leasehold Estate shall not be disturbed by the Lessor
and/or any ofT ,-'ssor's lender~ on the leased Premises (if any) in the event ofa foreclosure
action
11.9 Merger of Estates. In the event Lessee acquires the reversionary interest of Lessor in the
Leased Premist.s and any Lender holds a Leasehold Security Instrument encumbering the
l.easehold Estate. then the leasehold Estate shall not merge with such reversionary
interest. but shall remam a separate and distinct estate until all obligations to all Lenders
have been fulb paid. performed and satisfied. and such security interest in the Leasehold
F:state shall remain in full Jorce and effect, unless and until such time as Lessee has
executed an appropriate secunty interest in the Leased Premises in a form, and having a
priority, acceptable to all such Lender:-.
12 PROCEEDINGS. If any action for breach of or to enforce the proVISIOns of this GTCA is
commenced, the coun in such action shall award to the prevailing party a reasonable sum as
attorneys' fees and costs both for trial and any appeal. The non-prevailing party in such action
shall pay such attorneys' fees and costs both for trial and any appeal. Lessee agrees to indemnifY
and save harmless Le<.;sor and its partners. officers. agents, employees and Affiliates from and
"'11<.:11 Opocn '\gr."_-T :11'
3d
........~---
against any and all losses, claims, demands or suits by third parties in the manner contemplated in
Section 6.3 (including reasonable attorneys' fees). If any action or proceeding is brought against
Lessor by reason of any such claims. Lessee upon notice from Lessor covenants at Lessee's cost
and expense to resist or defend such action or proceeding or to cause it to be resisted or defended
by an II1surer. or if unll1sured by counsel reasonably acceptable to Lessor, appointed and paid by
Lessee
13 MISCELLANEOlIS PROVISIONS
13.1 Representations. Lessor represents and warrants to Lessee that the following facts and
conditions exist and are true as of the Commencement Date and, to the extent specifically
so stated. will remain true throughout the Lease Term:
13.1.1 Due Authorization and Execution. Lessor has full right, title, authority, and
capacit) to execute and perform this GTCA, the Memorandum of Lease (as defined
below). and any other agreements and documents to which Lessor is a party and
referred to or required b} this GTCA (collectively, the "Lease-Related
Documents"): the execution and delivery of the Lease-Related Documents has been
duly aUlhorized by all requisite actions of Lessor; the Lease-Related Documents
constitute valid. binding, and enforceable obligations of Lessor; and neither the
execution of the Lease-Related Documents nor the consummation of the
transactions contemplated thereby violates any agreement (including Lessor's
organizational documents), contract or other restriction to which Lessor is a party
(il' is bound. Lessor s representations and warranties contained in this paragraph
shall continue to apply in full force and effect throughout the Term as if made
continuously during the Term.
13.1.2 No Litigation. There is no existing or, to Lessor's knowledge, pending or
threatened litigation. suit, action, or proceeding before any court or administrative
agency affecting the Leased Premises that would, if adversely determined,
adverse j y affect the Leased Premises, or Lessee' s ability to develop and operate the
I.eased Premises for the purposes set forth herein.
13.2 Severability. \ determinatIon by a court of competent jurisdiction that any provision of
this GTCA or any part thereof is illegal or unenforceable shall not cancel or invalidate the
remainder of such provision or this GTCA. which shall remain in full force and effect.
13.3 Interpretation The captions of the Sections of this GTCA are to assist the parties in
reading this G1CA and are not a part of the terms or provisions of this GTCA. Whenever
required by the context of this GTCA. the singular shall include the plural and the plural
shall include the singular. The masculine, feminine and neuter genders shall each include
the other. In any provision relating to the conduct, acts or omissions of Lessee, the term
'"Lessee" shall include Lessee's agents, employees, contractors, invitees, successors or
others using the Leased Premises with Lessee's expressed or implied permission.
13.4 Notices. All notices require or permitted under this GTCA shall be in writing and shall be
personally' delivered or sent by certified mail. return receipt requested, postage prepaid, or
sent for overnight delivery hy a nationally recognized courier such as Federal Express.
; HllldlOpllCH Agl'" ;1:,:1\1
~l
~"...."",,,,,,,,,,
Notices to Lessee shall be delivered to the address specified in Section 1.1 above. Notices
to Lessor shall be delivered to the address specified in Section 1.1 above. All notices shall
be effective upon delivery or delivery refused. Either party may change its notice address
upon written notice to the other party.
13.5 Waivers. Except as otherwise provided under the terms of this GTCA all waivers must be
in writing and ';igned by the waiving party. Lessor's failure to enforce any provision of
this GTCA or Its acceptance of Rent shall not be a waiver and shall not prevent Lessor
from enforcmg that provision or any other provision of this GTCA in the future. No
statement on a payment check from Lessee or in a letter accompanying a payment check
shall be binding on Lessor. Lessor may, with or without notice to Lessee, negotiate such
check without being bound to the conditions of such statement.
13.6 Recordation of Memorandum of Lease. Lessor and Lessee each hereby agree to execute
a Memorandum of Lease in the form attached hereto as Exhibit D (the "Memorandum of
Lease") upon the execution of any Supplemental Lease pursuant to the terms hereof which
Memorandum (' f Lease shall. at Lessee's option, be recorded in the Office of the Recorder
of Nueces County. Texas on or at any time following the Commencement Date. Any
transfer taxes or conveyance tees payable upon recordation of the Memorandum of Lease
\vill be payable hy the Lessor.
13.7 Binding Effect; Choice of Law. This GTCA binds any party who legally acquires any
rights or interest in this GTCA from Lessor or Lessee. However, Lessor shall have no
obligation to Lessee' s successor unless the rights or interests of Lessee's successor are
acquired in accordance with the terms of this GTCA. The laws of the state in which the
Leased Premises is located shall govern this GTCA.
13.8 Corporate Authority; Partnership Authority. Each person signing this GTCA on
hehalf of Lessee represents and warrants that he has full authority to do so and that this
CiTCA binds the corporation If requested by Lessor, within thirty (30) days after this
GTCA is signed, Lessee shall deliver to Lessor a certified copy ofa resolution of Lessee's
Board of Directors authorizing the execution of this GTCA or other evidence of such
authority reasonably acceptable to Lessor.
13.9 Joint and Several Liability /\11 parties signing this GTCA as Lessee shall be jointly and
severally liable for all obligations of Lessee.
13.10 Execution of Lease. This OTCA may be executed in counterparts and, when all
counterpart documents arc executed, the counterparts shall constitute a single binding
instrument. Lessor's delivery of this GTCA to Lessee shall not be deemed to be an offer to
lease and shall not be binding upon either party until executed and delivered by both
parties
13.11 Survival. All representations and warranties of Lessor and Lessee shall surVIve the
termination of this GTCA.
13.12 GTCA Termination. This GleA shall terminate on the Expiration Date.
<':'"lIll1dl Optiml J\gr~',,:'l,>ml
3 ")
13.13 Controlling Document. In the event that there is a conflict in the terms, conditions, rights,
or obligations, including but not limited to Lessor's right to receive income, in any
documents entered into by and between Lessor and Lessee, the terms, conditions, rights,
and obligations of this GTe A shall control
13.14 Counterparts. If this GTCA is executed in any number of counterparts in the manner
contemplated under Section 13.10. above. all such counterparts, taken together, shall
constitute one and the same instrument
13.15 Ownership of Improvements During Term. During the Lease Term, title to any and all
Improvements, including. without limitation. buildings, parking areas,drives, walkways,
landscape improvements and infrastructure improvements such as roadways, utilities,
mains and lines. curbs and drainage facilities, which are constructed, installed or erected on
the Leased Premises by Lessee during the Lease Term shall vest in Lessee (unless any such
Improvements are dedicated to the local municipality or applicable utility service provider)
or attached and or affixed to any building by Lessee, shall remain with Lessee during the
Lease Term or until the Expiration Date or earlier termination or cancellation of this
(rTCA and shall thereupon automatically vest in Lessor as provided in Section 13.17,
below Notwithstanding the foregoing. title to any and all FF&E (as defined in Section
13.17. below) he longing to the Lessee or any sublessee, shall keep and retain their
character as personal propert). shall not be deemed to be a part of the Leasehold Estate,
and shall be and remain the property of the Lessee or its sublessee, as applicable, during
the Lease Term and thereafter. following the Expiration Date.
13.16 Expiration of Term. I Ipon the Expiration Date: (a) all Improvements constituting part of
the Leased Premises (including any buildings) shall become Lessor's property and shall be
\ acated in broum-clean condition: (b) Lessee shall deliver to Lessor possession of the
I.eased Premises; (c) Lessee shall surrender any right, title, or interest in and to the Leased
Premises; (d) Lessee shall deliver the Leased Premises free and clear of all: (i) subleases,
and (ii) liens except liens created as a result of Lessor's or any of its agents' acts or
omissions: (e) I.essee shall assign to Lessor, without recourse, and give Lessor copies or
originals of, an~ then current 'iubleases that Lessor has elected to assume from Lessee, and
all assignable bcenses. permits, contracts. warranties, and guarantees then in effect for the
Leased Premises. if an): (1) the parties shall cooperate to achieve an orderly transition of
c'perations from Lessee to lessor without interruption, including delivery of such books
and records (or copies thereof) as Lessor shall reasonably require; (g) the parties shall
terminate the ~lemorandum \)1' Lease l\otwithstanding anything to the contrary set for
herein. Lessee nay remove from the Leased Premises any FF&E (as defined herein) that
I,essee or any sublessee acqUIred or utIlized in connection with the use and operation of the
Leased Premisl's, hut Lessee or its sublessee must do so, if at all, before or within thirty
1301 days after the Ex.piration Date. During such 30-day period: (a) Lessee may enter the
Leased Premises for sllch purposes. without being deemed a holdover; (b) Lessor shall
have no obligation to preserve or protect such FF&E; and (c) in entering the Leased
Premises. Lessee shall comply with I.essor's reasonahle instructions. During said thirty
( 30 j da) period Lessee shal! keep in force all insurance coverages as required under the
terms 01 this G re A.. wlth l.essor being named as an additional insured. Lessee shall also
.;;111..:1\ OptIOn Agrc'" c.nl
J'
~,.,.~"..
indemnify, hold and save harmless Lessor from any and all claims, losses and
damages of whatsoever nature that might occur or be claimed as a result of Lessee's
actions during said thirty (30) day period. Lessee's FF&E not removed from the Leased
Premises within thirty (30) days after the Expiration Date shall be deemed abandoned. For
purposes of this GTe A. "EI~&E" means all movable furniture, fixtures, equipment, and
personal properly of Lessee that may be removed from the Leased Premises without
material damage thereto and \vithout adversely affecting: (a) the structural integrity of the
Leased Premise,,; (b) any electrical, plumbing. mechanical, or other system of the Leased
Premises: (C) the present or future operation of any such system; or (d) the present or future
prO\iSlOl1 of an\ utility service to the I "eased Premises. FF&E includes, but is not limited
\i I. such Items such a~ such as factory equipment, furniture, fixtures and equipment,
telephone. telecommunications and facsimile transmission equipment, point of sale
:quipment, tele\isions. radios. and computer systems.
13.17 Right of First Refusal. In the event that at any time during the Lease Term or within
ninety (90) da~s after the expiration thereot: Lessor should receive an offer for the
purchase of the Leased Premises. and if such offer to purchase is acceptable to Lessor
"OtTer" L then ,essee shall have, and Lessor does hereby grant to Lessee, the right of first
refusal to purchase the Leased Premises at the same price and under the same terms and
conditions as arL' contained in such otter. Upon receipt of any such Offer to purchase the
leased Premises. Lessor shall deliver to Lessee a copy of any such Offer to Lessee,
certified by the Lessor as being a complete. true and correct copy of such Offer. Lessee
:-;hall han' a penod of thirty (30) days from the date of the receipt of such Offer to elect
whether or not it intends to accept or reject such Offer. If Lessee desires to purchase the
Leased Premises from Lessor upon the same terms and conditions as set forth in such
()ffer, Lessee shall so notify Lessor in writing within thirty (30) days of the receipt of the
()ffer and shall accompany such notice with an earnest money deposit equivalent to any
earnest money deposit that was made with the Otfer. If Lessee fails to so notify Lessor of
lessee's acceptance of such Offer and exercise of the right of first refusal within such
thirty (30 j day period. such failure to so notify Lessor shall be deemed a rejection of such
()ffer. Rejection of such OtTer shall not terminate this right of first refusal as to any other
PI' subsel)uent sdles of the Leased Premises by Lessor. or Lessor's successors or assigns. If
Lessee fai Is to c:xercise its right of fir"t refusal with respect to any such Offer, the Lessor
will remain obligated 10 g]\'e Lessee an additional opportunity, within the time period
provided herein. to pure hase the Leased Premises if the party that originally submitted that
Offer proposes any material change ill that Offer that is less favorable to the Lessor, and
the LessiJr is othenvise will ing to accept any such lesser Offer. In the event of the exercise
hy Lessee of ths right of first refusal. Lessor and Lessee shall consummate the sale and
purchase of the Leased Premises in accordance with. and within the time limitations set
lorth 111 the terms and condItions of such Offer as originally submitted to Lessor and as
certtf"ied to Lc:-;see In the event that such Offer should include as a part of the
consideration t(; be paid for the Leased Premises any particular or unique property, or the
exchange of any other property. Lessee shall not be required to deliver to Lessor such
property. but shall satisfy such obligations by the payment to Lessor of cash in an amount
l'qUlvalent in value of such other property.
Any sale between the l,essor and Lessee pursuant to this provision shall be on the same
terms and cond J tions as were contained in the Offer.
';c ,jdldl OptICU Agrc<- "._111
."...."^"""..
") ~
13.18 Estoppel Certificates. Upon the written request by a party to this GTCA, the other party
shall within fifteen (15) days, furnish an estoppel certificate containing information
customarily contained in such certificates or as may be reasonably requested, including,
but not limited to, the commencement and expiration dates of the Lease, the status of the
payment of rent and the existence of any then current defaults.
13.19 Brokers. Each party represents and warrants to the other that it has dealt with no broker,
finder or other person with respect to this GTCA contemplated hereby. Lessor and Lessee
each agree to indemnify and hold harmless one another against any loss, liability, damage,
cost. expense (1r claim incurred by reason of any brokerage commission alleged to be
payable becaus..: of any act. omission or statement of the indemnifying party. Such
mdemnity obligation shall be deemed to include the payment of reasonable attorneys' fees
and coun costs Incurred in defending any such claim.
13.20 Effective Date. Not\\/ithstanding the definition of the term "Effective Date" in the
1l1troductory paragraph of this GTCA. the term "Effective Date" will mean and refer to the
date upon which this GTCA \\as last executed by the Lessor or Lessee, as evidenced by the
date ascribed next to each party's signature. below.
13.21 References/Definitions. All references herein to "GTCA" shall mean this General Terms
and Conditions Agreement. and where appropriate and/or applicable, any Supplemental
Lease entered into by and between Lessor and Lessee.
13.22 Conditions Operative. This crTCA shall become operative only upon the execution of any
Supplemental Lease (as previously described herein) by and between Lessor and Lessee. In
connection therewith. upon execution of any Supplemental Lease, this GTCA and any such
Supplemental I.ease shall he considered and deemed to be merged into one lease
agreement.
ISIGNATURES ON NEXT PAGEl
,-,rlndl Qptlllj, !\gr,,:,.:!"C;:l!--l ,~ Corl~I', Chi ',1
3,.'
,....-^.,.;-'.....
SIGNATURE PAGE
IN WITNESS v.,'HEREOF. the parties have executed this OTCA as of the date first above written.
LESSOR:
City of Corpus Christi. a political subdivision of the State of Texas
Date:
George K. Noe
City Manager
LESSIE:
Scannell Development Company or its subsidiary, an Indiana Corporation
Date:
Robert J. Scannell
President
:-',-a:UI<.:1l Option Agreo.;l)l~lll-l "~, Cor-pw lhn-:Il
36
~."".".,.....
EXHIBIT A
LEASED PREMISES
~c'~nndl Optitll"'\grt't::1'lnll-;, ;~'orf'u' Chn -'I
""l~'1
-,
"""."""-
EXHIBIT B
SHORT TERM SUPPLEMENTAL LEASE
[to General Tenns and Conditions Agreement]
Date
" 200
Lessor: City of ('orpus Christl, a political subdivision of the State of Texas
Lessor's Address: c 0 Corpus Christi International Airport
1000 International Drive
Corpus ('hristi, Texas 78406
Lessee: Scannell Development Company or its subsidiary, an Indiana corporation
Lessee's Address: 800 East 96th Street. Suite 175
Indianapolis, Indiana 46240
Leased Premises: Description of Leased Premises is contained on Exhibit "A" attached hereto, made
a part hereof and incorporated by reference herein.
Lease Term One (1) y'ear which shall be superceded by a Long Term Supplemental Lease
executed between Lessor and Lessee for the Leased Premises described above.
Reimbursement: If Lessor fails to execute a Long Term Supplemental Lease for the Leased Premises
as descnbed above. Lessor agrees to reimburse Lessee for Lessee's expenses
incurred during the ninety (90) day period from Commencement Date of this
Supplemental Lease to develop the Leased Premises up to a maximum
reimbursable amount of $25.000.00,
Commencement Date: .20
Termination Date
.20
Base Rent (monthly): 1\s stipulated in the CrTCA.
Permitted Use As stipulated in the GTCA.
rhis Supplemental Lease IS operative under, subject to and performable pursuant to the
terms, covenants and conditions of that one certain GTCA dated , 20_, executed
by and between Lessor and Lessee. reference to which is here made for all pertinent purposes. Lessee
acknowledges that a true and correct copy of the GTCA has been given to Lessee by Lessor, and that this
signed instrument shall be deemed conclusive evidence of Lessee's receipt thereof. All terms, covenants
and conditions contained in said GTCA are incorporated in their entirety herein as if same were set forth
verbatim herein. In connection therewith, it is understood and agreed by Lessor and Lessee that all terms,
covenants and conditions contained in said GTe A shall be the governing terms, covenants and conditions
of this Supplemental Lease.
"'udl Op!i;~I' :\~.n""".:lll ;
3x
~..,,;..-.,-
rhis Supplemental Lease is executed pursuant to the terms, covenants and conditions of
the above described GTe A and is intended to supplement the GTCA pursuant to the terms hereof. Upon
execution hereof. the GTCA and this Supplemental Lease shall be considered and deemed to be merged
into one lease agreement. In the event of any inconsistency or conflict between the terms, covenants and
conditions of the GTCA and thlS Supplemental Lease. those of the GTCA shall prevail and control.
Lessor:
City of Corpus Christi. a political subdivision of the State of Texas
Date:
George K. N oe
City Manager
Lessee:
Scannell Development t'ompany or its subsidiary, an Indiana Corporation
Date:
Robert J. Scannell
President
;';'''lilldl Ophull Agr"C"!lc'r11-l ;1"lCOIP'" Chl;,I:-:'
39
-~'---..;~
"<.:II111cll ~Hl1\ Agr<':~"I1<.:TlI-( .,j COl1l1l' Chr,~I, '7
""'IIIIlIIJ""-"-
EXHIBIT A
LEASED PREMISES
4il
EXHIBIT B
LONG TERM SUPPLEMENTAL LEASE
!to General Terms and Conditions Agreement]
Date
.200
Lessor: City of ( orpus Christi. a political subdivision of the State of Texas
Lessor's Address: CIO Corpus Christi International Airport
1000 International Drive
Corpus Christi. Texas 78406
Lessee: Scannell Development Company or its subsidiary, an Indiana corporation
Lessee's Address: 800 East 96th Street. Suite 175
Indianapolis, Indiana 46240
Leased Premises: DescriptIOn of Leased Premises is contained on Exhibit "A" attached hereto, made
a part hereof and incorporated by reference herein.
Lease Term Forty (40) years and zero (0) months which may be extended pursuant to Section
2 3 of the General Terms and Condition Agreement (GTCA).
Commencement Date: .20
Termination Date
.20
Base Rent (monthly): As stipulated in the GTCA.
Permitted lJ se
As stipulated in the GTCA.
I'his Supplemental Lease is operative under. subject to and performable pursuant to the
terms, covenants and conditions of that one certain GTCA dated , 20_, executed
by and between Lessor and Lessee. reference to which is here made for all pertinent purposes. Lessee
acknowledges that a true and correct copy of the GTCA has been given to Lessee by Lessor, and that this
signed instrument shall be deemed conclusive evidence of Lessee's receipt thereof. All terms, covenants
and conditions contained in said GTeA are mcorporated in their entirety herein as if same were set forth
verbatim herein. In connection therewith, it is understood and agreed by Lessor and Lessee that all terms,
covenants and conditions contained in said GTC A shall be the governing terms, covenants and conditions
uf this Supplemental Lease
This Supplemental Lease is executed pursuant to the terms, covenants and conditions of
the above described GTCA and is intended to supplement the GTCA pursuant to the terms hereof. Upon
execution hereof, the GTCA and this Supplemental Lease shall be considered and deemed to be merged
ill0.-l1 Optw>'\~r..:c", II
4
"""C"-'__
into one lease agreement. In the event of any inconsistency or conflict between the terms, covenants and
conditions of the GTCA and thl s Supplemental Lease, those of the GTC A shall prevail and control.
Lessor:
City of Corpus Christi, a political subdivision of the State of Texas
Date:
George K. Noe
City Manager
Lessee:
Scannell Development Company or its subsidiary, an Indiana Corporation
Date:
Robert .J. Scannell
President
.., _lllndl Opt1\l1\ :l,grt"'~!"<:Tl!-( -., Corpll:< l'hl'~I, -:
4-":'
,........0;,'-
,,-,mud I Opti\lI\ AgrlX:Il~'llt-\,( COlVlJ; l'hL_~I! "'. ..1
......-''"~.
EXHIBIT A
LEASED PREMISES
4,
EXHIBIT C
PLANS AND SPECIFICATONS
-';"'LIl<:lIOptl<lll i\grC~~"lk[ll.'" ,'I ,;1 CllflHj, C}ll;sl,-'
44
,~,"",'-
EXHIBIT D
MEMORANDUM OF LEASE
",-,amdl Opli\)l; Agr".<::lh.:l1t~I-,1 CO'lHI< C1U'il
4~
~;'~