Loading...
HomeMy WebLinkAboutC2010-336 - 8/31/2010 - ApprovedASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT THi AS IGNMENT AND ASSUMPTION O#` LEASE AGREEMENT, dated as of 2010 (the "Assignment Agreement"), by and among THE CITY OF CO PUS CHRIS I, TEXAS, a Texas home-rule municipal corporation (the "Lessor"), MDC CORPUS, LLC, a limited liability company duly organized and existing under the laws of Kansas and duly authorized and qualified to do business in the State of Texas, as successor-in- interest #o MDC (as defined below) ("MDCC"), as lesseeltransferor, and TCC Davis Holdings, LLC, a fimited liability company duly organized and existing under the laws of Texas, ("TCC") as lesseeltransferee; WITNESSETH: WHEREAS, the Lessor leased certain property (the "Property") to MDC, Inc., a Kansas corporation ("MDC"}, as lessee, pursuant to a Ground Lease dated as of October 21, 1999, by and between the Lessor and MDC, as amended by that certain First Amendment to Lease Agreement dated March 28, 2000 (collectively referred to herein as the "Ground Lease"); and WHEREAS, MDC assigned all of MDC's right, title and interest as lessee and otherwise under the Ground Lease to MDCC pursuant to that Assignment and Assumption of Lease Agreement and Sublease Agreement dated June 1, 2000, and Lessor consented to such assignment; and WHEREAS, MDCC has entered into an Agreement of Sale dated June 30, 2010 with TCC regarding the Ground Lease (the "Sale Agreement"); and WHEREAS, TCC wishes to acquire all of MDCC's rights and interests in the Ground Lease, including all valid and existing assignments; and WHEREAS, pursuant to Section 7 of the Ground Lease, MDCC's interest in the Ground Lease may not be assigned without the prior written consent of the Lessor City Manager; and WHEREAS, MDCC has requested and seeks to obtain Lessor's consent to the assignment of MDCC's interest in the Ground Lease, including the leasehold interest in the Property, fo TCC; and WHEREAS, MDCC wishes to implement the assignment to and assumption by TCC of the Ground Lease; and NOW THEREFORE, THIS ASSIGNMENT AGREEMENT WITNESSETH, In consideration of the premises and other good and valuable consideration, the Lessor, MDCC and TCC do hereby agree as follows: Section 1. MDCC does hereby transfer and set over unto TCC all right, title and interest, as lessee and otherwise, in, to and under the Ground Lease as the same may have been modified, amended or assigned, to have and to hold the same unto TCC, its successors and assigns, from and after the date hereof, for the remainder of the term of the Ground Lease. Section 2. TCC, in consideration of the execution and delivery of this Assignment Agreement does hereby assume, effective upon the date hereof, far the benefit of the Lessor and MDCC, from and after the date hereof, all of the terms, covenants and conditions on the 2010-33E Ord. 02875 i 0813111E -1 TCC Davis Holdings ~~u~~ part of MDCC under the Ground Lease, as the same may have been modifiied, amended, or assigned, to be performed from and after the date hereof. Section 3. TCC agrees to indemnify MDCC and any and all of its owners, directors, employees, representatives and agents (individually and collectively, "MDCC's Indemnitees") and hold MDCC's Indemnitees harmless from and against any and all claims, liens, damages, demands, actions, causes of action, liabilities, lawsuits, judgments, losses, costs and expenses (including but not limited fo reasonable attorneys' fees and expenses) asserted against or incurred by MDCC's Indemnitees by reason of or arising out of any failure by TCC to perform or observe any of the obligations, covenanfs, terms and conditions assumed by TCC hereunder arising on or after the date hereof. MDCC agrees fo indemnify TCC and any and all of ifs owners, members, managers directors, employees, representatives and agents (individually and collectively, "TCC's Indemnitees") and hold TCC's Indemnitees harmless from and against any and a!1 claims, liens, damages, demands, actions, causes of action, liabilities, lawsuits, judgments, losses, costs and expenses (Including but not limited to reasonable attorneys' fees and expenses) asserted against or incurred by TCC by reason of or arising out of any failure by MDCC to perform or observe the obligations, covenants, terms and conditions assumed by MDCC hereunder arising prior to the date hereof. Section 4. By the Lessor City Manager's execution hereo#, the Lessor consents to the assignment by MDCC to TCC of all right, title and interest under the Ground Lease, as the same may have been .modified, amended, or assigned, including the leasehold interest in the Property, and Lessor consents to the imposition of a leasehold mortgage by TCC for the benefit of Navy Army Federal Credit Union to secure their loan to TCC. Sec#ion 5. TCC acknowledges and agrees that except for the specific warranties and representations specifically set forth in the Sale Agreemen#, MDCC has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to the Property or Ground Lease. TCC further acknowledges and agrees that having been given the opportunity to inspect the Property and Ground Lease, TCC is relying solely on its own investigation of the Property and Ground Lease and not on any information provided or to be provided by MDCC. MDCC is ,not liable or bound in any manner by any oral or written statements, representations or information pertaining to the Property or Ground Lease, or the operation thereof, furnished by any real estate broker, agent, employee, servant or other person. TCC further acknowledges and agrees that to the maximum extent permitted by law, the assignment of the Ground Lease as provided for herein is made on an "AS iS" condition and basis with all faults. Section 6. This Assignment Agreement shall be governed by, cons#rued and interpreted in accordance with the laws of the State of Texas. Section 7. This Assignment Agreement shall be binding upon and shalt inure to the benefit of MDCC, TCC and the Lessor and their respective successors and assigns. -2- Sec#ian 8. This Assignment Agreement is effective upon the execution of the last signatory of this document, sulaject to the consummation and completion of MDCC's transfer of all right, title, and interest under the Sale Agreement to TCC. In the even# that the above stated condition does not occur, this assignment and assumption is null and void and of no effect whatsoever. [SIGNATURE PAGES TO FOLLOW] -3- THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT 'rs executed in triplicate, as of the date first hereinabove written. MDC Corpus, LLC a Kansas limited liability company By: JSD Holdings, LLC, Managing Member a Kansas limited liability company By: rry ~. D~an;'Managing Member ACKNOWLEDGMENT STATE OF KANSAS ) } SS. COUNTY OF JOHNSON ) BE IT REMEMBERED that on this day of ~~'b~e me, the undersigned, a Notary Public in and aforesaid County and State aforesaid, came Jerry S. Dean a Managing Member of JSD Holdings, LLC, a Kansas limited liability company, the Managing Member if MDC Corpus, LLC, who is personally known to be the person who executed the foregoing instrument of writing, and duly acknowledged the execution of the foregoing instrument for and on behalf of MDC Carpus, LLC limited liability company. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seat the day and year I~st abov~n-nyitten. C /~/~ ~ /,d~~ ary Public commission, fires: Pat~i~l~ !~. ~~k~lnsdn Notary Public ~~~t~ ®~ Kansas My commission ~xpires~ ~ -4- THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT is executed as of the date first hereinabove written. TCC DAVIS HOLDINGS, LLC ~y: ~ Name: Tn G r, s Title: re ~ > e ACKNOWLEDGMENT STATE OF ~K~._ COUNTY OF ~~bt~-CQ~ BE IT REMEMBERED that on this ~~lay of ~L ~ ~ , befor me, t undersigned, a o ry P bli m and aforesaid County and State aforesai ,came 15 , as ~` [ ~.~ ~ (~Q,~~ of TCC Davis Holdings, LLC, a limited liability company, who is personally known to be the person who executed the foregoing instrument of writing, and duly acknowledged the execution of the foregoing instrument for and on behalf of said limited liability company. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. Nota y Public My com fission expires: ~'- ~_~ ~ ~~~.~,~ „~,, IEIMBE~LY HUGF4ES . 1T~ppUO~ 'a°•'• `•;~~ ~lotary Publio, Sta#e of Texas ~ ,~..~.," My Comrnisslon Expires ~y'%%~P~~ ~~ ~ tray 09. ~fl~ 1 7 _ ~ _ THIS ASSfGNMENT AND ASSUMPTION OF (,.EASE AGREEMENT is consented to as of the date first hereinabo~e written. CITY OF CORPUS CHRISTI, TEXAS i By: ~ ~ ~ it Manager Legal form approved on ~ -~ l~ ,~ Baby -~.~-, ,Assistant City Attorney for the City Attorney. ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged on ~ ~ , ~I.y , by ~ty Manager of the City of Carpus Christi, Texas, a municipal corporation, o behalf of said corporation. ,,,,,„ ~~` 5: HOLLY HOt1GHTON _;~ MYCOMMI55IQNEXPiRES j , ,.'s~,~' September 29, 2012 Notary Public My com~i sign a ~c~ivre~s: i AUTHOR{1t;7A IIT CfiUl'~C1L..,~ ~~ ~ ~_~ . SI:CRETARr ~7~51': ~ ..... ARMAA1rJ0~1 ~HAPR iil I ~~ ~JCtll'~~~'. I r5~~~r _ ~ _ ESTOPPEL, CONSENT AND NON-DISTURBANCE CERTIFICATE CITY OF CORPUS CHRISTI, as lessor (the "Lessor"), and TCC DAMS HOLDINGS, L.L.C., a Texas limited liability company, (as successor in irate est to C Corpus, LLC pursuant to an Assignment and Assumption of Lease Agreement dated as of 1f' 2010 {the "Assignment")), as lessee ("Lessee"}, executed that certain lease agreement da ed as of October 21, 1999 (together with all amendments, modifcations and supplements, to be referred to herein as the "Ground Lease"), with respect to the land legally described on the attached Exhibit "A" (the "Land"} and certain other facilities located at the Corpus Christi International Airport; Lessor is the lessor under the Ground Lease; Navy Army Federal Credit Union {"Lender"}, whose address is P.O. Box 81349, Corpus Christi, Texas 78 68-1 49, and Lessee, as borrower, intend to execute a Loan Agreement to be dated as of i~' 2010 (the "Loan Agreement") pursuant to which Lender may make a loan and provide other financial accommodations to Lessee (collectively, the "Loan") with respect to the Land, the buildings and other improvements located or to be constructed thereon (the "Improvements;" collectively, the Land and the Improvements shall be hereinafter referred to as the "Premises") and the equipment and other personal property used in connection with such Land and Improvements (the "Facility"}; and The Loan will be secured by Lessee's leasehold interest in the Facility pursuant to the Ground Lease and as a condition of making the Loan, Lender has required that Lessor execute and deliver to Lender a writ#en statement as to certain matters with respect to the Ground Lease, the Improvements and the Facility. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the following certification and agreements are made: 1. All capitalized terms used in this Lessor Estoppel, Consent and Non-Disturbance Certificate (this "Certifcate"), unless otherwise defined herein, shall have the meanings ascribed to them in the Ground Lease. 2. A true, correct and complete copy of the Ground Lease and all amendments thereto is attached hereto as Exhibit "B". The expiration date of the initial term of the Ground Lease is October l 9, 2015 which shah automatically renew for three successive periods of five years each, unless previous written notic has been received as provided under the Ground Lease.. The current base rent under the Ground Lease is $ ~ per year. Lessor holds no security deposit under the Ground Lease. 3. Lessor has taken all necessary action and received all necessary approvals with respect to the execution and delivery of this Certificate, and the person(s) who executed this Certificate on behalf of Lessor was (were) duly authorized to do so. The Ground Lease is in full force and effect and is enforceable against Lessor in accordance with its terms. 4. No actions, voluntary or involuntary, are pending by ar against Lessor under the bankruptcy laws of the United States or under the insolvency laws of the any state thereof. Lessor has not assigned, transferred, mortgaged ar hypothecated the Ground Lease or any interest therein or Lessor's fee simple title to the Land. Lessor has not received any notice that Lessee has made any prior assignment, pledge or hypothecation of all or any part of Lessee's interest in the Ground Lease or the Premises. 5. Lessor has not received any notice that (a) the Premises are in violation of any laws, municipal ordinances, rules or requirements, including, without limitation, environmental laws, affecting the Premises as of the date hereof, or (b) there is any pending or threatened condemnation action or eminent domain proceeding affecting the Premises. Page ~ 1 6. Notwithstanding anything to the contrary contained in the Ground Lease, Lessor hereby consents to the execution, delivery, performance and recordation of a leasehold mortgage, security agreement and fixture filing in favor of Lender (the "Mortgage") encumbering the Lessee's interest in the Ground Lease and the Facility and Lessor agrees that the execution, delivery, performance and recordation, as applicable, of the Mortgage and any related documents {including UCC financing statements) will not constitute a breach of or default under the Ground Lease. Lessor represents that na other consents are required by Lessor with respect to Lessee's execution and delivery of the Mortgage in compliance with the tuns of the Ground Lease. 7. (a} In the event Lessor sends any notice to Lessee pursuant to the Ground Lease (each, a "Notice"), Lessor will send a contemporaneous, duplicate copy of such Notice to Lender at the address shown in the recitals to this Certificate. Lessor will accept Lender's cure of any default by Lessee tendered within the actual cure period applicable to the Lessee under the Ground Lease; provided, however, with respect to each default under the Ground Lease which can be cured by the payment of money, either to Lessor ar to third parties, in accordance with the terms and conditions of the Ground Lease {each, a "Mpnetary Default"), Lender shall have a period of time to cure the Monetary Default which period shall not expire until the later of (i) 20 days from the date of Lender's receipt of a Notice of such Monetary Default ar (ii) 20 days after the expiration of Lessee's applicable period to cure such Monetary Default as set out in the Ground Lease; and provided, further, Lender shall not be obligated to cure any default or take any other action under the Ground Lease. With respect to defaults under the Ground Lease other than Monetary Defaults (each, a "Nonmonetary Default"} Lessor shall provide Notice to Lender of Lessee's failure tp cure the default within the applicable cure period set out in the Ground Lease and Lender shall thereafter have until the later of (i} 30 days from the date of Lenders' receipt of a Notice of such Nomnanetary Default or (ii) 30 days after the expiration of Lessee's applicable period to cure such Nonmonetary Default as set out in the Ground Lease provided, further, if the Nanmonetary Default is not pf such a nature that it can be remedied within 30 days, Lender shall have such additional time as may be required to cure the default sa long as Lender shall diligently seek to complete the steps necessary to remedy the default, taking into consideration the fact that Lender may not have access to the Premises. No action taken by Lessor to terminate the Ground Lease shall be effective unless Lessee and Lender shall have received a Notice of such intended action and the greater of the applicable cure period set faith in the Ground LeasE for such default to be cured or the applicable minimum cure period described in this subsection {a) above for Lender to cure such default shall have passed without the applicable default being cured. If Lender should succeed to the interests of Lessee under the Ground Lease pursuant to this Certificate, Lender shall have all of the rights of Lessee under the Ground Lease. (b) In the event that Lessor shall terminate the Ground Lease, then, upon the request by Lender made within 60 days following such termination and with the approval of the Lessor, which approval shall not be unreasonably withheld, Lessor shall promptly enter into a new ground lease for the Land with Lender or its assignee or nominee, which new ground lease (i} shall be effective as of the date of the termination of the Ground Lease, {ii) shall be for a term expiring as of the last day of the term of the Ground Lease in effect at the time of Lessor's termination and (iii) except as otherwise set forth herein, shall be on the same terms and conditions as the Ground Lease (including any provisions for renewal or extension of the term of the Ground Lease); provided, however, the foregoing 60-day time period for Lender to request to enter into a new ground lease shall be extended at Lender's election (exercised by delivery notice to Lessor prior to the end of such 66-day period) to 180 days provided Lender shall be responsible for the payment of all rent on a monthly basis which would have accrued under the Ground Lease during such 1$0-day period had the Ground Lease remained in effect during such 180-day period; and provided, further, that so long as the obligations of Lessee to Lender under the Loan Agreement remain outstanding and the interest component of the Loan Payments (as defined in the Loan Agreement} are not included in the gross income of the recipient, the use of the land will be limited to airport uses consistent with the FAA Grants and Assurances regarding the Airport and that such use will not be inconsistent with the provisions of Section 142 of the Internal Revenue Code of 198b. 8. Lessor hereby subordinates to the lien of the Mortgage (including UCC financing statements), any lien provided far in the Ground Lease and any statutory or possessory liens, including, without limitation, rights of levy or distraint for rent, it may have or assert under the Ground Lease against any of the assets of the Lessee or the Sublessee under the Ground Lease. Lessor hereby consents to Lender entering the Premises for the purpose of Lender exercising its rights and remedies under the Mortgage, including, without Iimitation, removing equipment, trade fixtures and other personal property from the Premises. Page~2 9. If Lender shall enforce the Mortgage held by Lender, or if the Improvements shall be transferred by deed in lieu of foreclosure, then (i) the Ground Lease shall continue in full force and effect as a direct lease agreement between Lessor and Lender, its successors and assigns or any grantee under any deed given as a result of any foreclosure or in lieu of foreclosure, upon and subject to all of the terms, covenants and conditions of the Ground Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Ground Lease, (ii} Lessor shall not disturb Lender or any other such owner as its Lessee; and {iii) Lender shall have the right to assign or sublease its interest in the Ground Lease. In the event of the execution of a new Ground Lease with an assignee of Lender, such assignee shall be subject #o the approval of the Lessor, which approval shall not be unreasonably withheld. I0. Lender shall have the right to assign its right, title and interest in the Mortgage and the Loan and this Certificate to any third party. Until Lender or its assignee has completed a foreclosure of the Mortgage or accepted an assignment of the Ground Lease in lieu of foreclosure, neither Lender nor its assigns shall be deemed by virtue of this Certificate to have assumed any of Lessee's obligations under the Ground Lease and Lessee shall be responsible for all of Lessee's obligations under the Ground Lease. Lender shall have the right to assign its right, title and interest in the Ground Lease, or any new ground lease as provided in paragraph 11{b) above, to any third party so Iong as the assignee delivers to Lessor a written assumption agreement signed by the assignee, subject to the approval of the Lessor, which approval shall not be unreasonably withheld. 11. Lessor shall not amend or modify the Ground Lease in any manner without the prior written consent of bender. Lessor will not consent to any further assignment, subletting or additional encumbrances of the Ground Lease by Lessee without the prior written consent of Lender. 12. If any provisions of the Ground Lease are in conflict with any provisions of this Certificate, the provisions of this Certificate shall control. The provisions of this Certificate do not modify any provisions of the Ground Lease which are not in conflict herewith. l3. All notices given hereunder shall be in writing and given by express overnight delivery service or certified mail, return receipt requested, and shall be deemed to have been delivered (a) the next business day, if delivered by express overnight delivery service, or {b) the third business day following the day of deposit of such notice with the United States Postal Service, if sent by certified mail, return receipt requested. Notices shall be provided at the addresses first referenced above for Lender, to the addresses shown in the Ground Lease for Lessor and Lessee, or such other address or person as Lender, Lessor or Lessee may from time to time hereafter specify in the manner provided above. I4. This Certificate shall be binding upon and shall inure to the benefit of the Lessor, Lender, Lessee, and their respective successors and assigns, including, without Iimitation, persons or entities holding mortgages or liens on Lessee's leasehold interest in the Premises. 15. Lessor acknowledges that Lessee and its successors and assigns hold fee title to the Improvements subject to the terms of the Ground Lease and to the Facility. 16. Lessor agrees that, if the Ground Lease is terminated as a result of a casualty ar condemnation, the portion of the insurance proceeds or condemnation award allocable to the Improvements shall be paid first to Lender in an amount equal to the outstanding principal balance of the Loan and all accrued but unpaid interest thereon, and then, shall be allocated between Lessor and Lessee in accordance with the terms of the Ground Lease. 17. Lessor acknowledges that Lender is relying on this Certificate in connection with the Loan. Lessor further acknowledges that Lender's title insurance company may rely on this Certificate in connection with any title insurance policies which it may issue to Lessee or Lender. 18. This Certificate may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall constitute but one and the same instrument. {Execution page to follow) Page~3 IN WITNESS WHEREOF, the forego' Lessor Estoppel, Consent and Non-Disturbance Certificate is executed under seal by Lessor as of ~ ~'~ 201 Q. LESSOR: CITY OF CORPUS CHRISTI By: ` ngel R. Escobar ity Manager ATTEST: ~~ 13 ~ ""C~1~;' - .. y• Armando Chapa City Secretary APPR ED AS TO LEGA O P By: ~ eth R. Hundley stant City Attorney for the City Attorney THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on the ~ day of _LT ~ ~- 201 Q, by `Angel R. Escobar, City Manager of City of Corpas Christi, a Texas municipal cor oration in said capacity and on behalf of said corporation. ~~~~ tii~Y ~1GNT0~ I~~l~_1 { ; . = MY COMM1S810N EXPIRES Notary Public to of Texas ~,, ~a= er24, 2D12 ''{~~t;~ Page ~ 4 • • u • • r ..~ ~ _ . • - ~" 340301 • • LP.~ltf 't A .`` ~ • • • ~ ~er~es a11d scs~ds 13as~ds~lptirrn . ~ A. ' 1:9Z,I Acre 3're~ct ,. .. . ~. Boing 1.911 act of laud, man• or kas, out'af ~ Black 23 of ~s r.C. Rvssat! FArm Bluclcs, rec.~rxied in 'Voiumn 3, Pago•53. M~ Rexoxda of Nttoccs Cannty, Tom, apd bain$ Bari of a 1.3~53.02F ~ ticttat r~tvayad'ro~ ttid`~Ity at Carpus Chr~eti, said l933~2] uarc bung rntit of Blocka•Zl; Z;2--23't~~t')txit~y Traci ofsaiii ]:C:~Rw~WI Far~B'innkb, perrtfioaa of Lots 6, 7, t+z:d~ ID i~!' IN~Srgarea Kolley Lutids,, nacarrlcd in Valymo 8, Faso 4U, Map ReCOi'dS ~f NuCCQ9 C4ttttty, 'ZrCJ~, tWa 'tiBC{.S'. mod, lri vCltsrifO 811, Pam ~Q~, ~~ li~eoDrds a€ Nue~ cvuM.y, 'I'e~n8, two tt~CtB ~ mod 1n Vohettm !'IIQ, Pag¢ 541, a31d Vo~uma 1G89, Pago 707, I?aed Retards Wr Naeae-s Carp~ty, Teatui, aad said 1911 acre tract ~utg more partioul~y dcsCril~ed ~y comes and bounds, tts follows; Ba~iag sat u 518-inch rad set•far~~iicornar•of tb#s treat. sai8 aorncx bca~g S 84°24'34" fi, GS189 6U feet !gym f!~ nasthwosi carne oT asdd 1953.022 sera trtsrt artd sai~1 aortlsweat corner being on'tiu con~i~rie-~'~er+aidtal~-Raa~ ~d haai^lag 5 88°28'26" "R-. 29.98 foes, Pram afound518-indb ix+aa ir4d; • '. • '. Thence S 43°i0p'09" E ndd rWliltgg fi7.Q0 . fapt get'~endiaitlttrty satuhwaat of ~d paralfol frann Cher ce~rlfroe_ofi~#sshn i?~na~fi;.~2~t7.•#lo fem. ta' n sets Sl8-ittalt ~n rod fur chc w15t cc~cnar ~L• lirf 8 trROt; .~_ •.. . . . •• ~ ~ .:.~.:.. ... _ Tlle'nL'e $ 4r4°•599.1•'•' ~~ •~~7 ~ •~~zb~~ $Qt~~~~-,~t1C~1~p11 lY)d fQ~r t~3C ~tl1 CCl~tCr ETf }}y....~~~~ 7'hettco N 45°Qp',~," 'V~I;::t~3~.0U. fcac,.:ta a.sat:~$-inch iron rod far a comer of ibis Z'hfimaa S 44°59`51" W, 35 00 •fe:at, tU d set ncit rod for u earner of this tract; Theme s. s9°o]'SZ" W: ~1.2.~ car~t,.io•~.~c.~l~net~ s~:fq~ a:cornar of this ti~wt, 'I'lsenca 5+44°59`5Z~ 1ihlS 2#)6,80 feat, ~ tt s~ S19-fnctt and far a cater of thfs treat; ' ,• Thenca N 4S°00'(i9"'W; 20.~10.foct; to u~sct 518=such rQd fora carnar of this #ravt; 'Thortcc N 44°59~51'•,E; 2(x6,,80 tpet,.to, 8 Bat S/8-inch rod far a corner aP this tract 'T -en-.~ ~. a~"5i'~.~1 '. ~; ++~:;~:~ f~e~,.w u svi ,~1.7~~rrlt;e~lli.~or ~s corner nt this trdci; Thence N 44°59'~:~"_~B.:~S,Qtt faet.to.a set S!•R-lnchxod furs carncraf this trace; Thcrtcs N 45°QQ`04" W, 3.A.0Q,S~t, tc~ u.$ct 318 in~h~+od.fpr a corner- of this trnct; Thence N 44pS9`~~'~,>~, 337:04.~t; to •the•poim.Af•:begint-ing and eornain~ng l.Qlt ate of land, a~[e pr_Ia~, •::..... .::: .. , .: ~•., . , • ....... ' .. ' .~ - t . ~ ..4. 'S ' EXHIBIT B Ground Lease at Corpus Christi International Airport Between the City of Corpus Christi and MllC, Inc. This Lease is between the City of Corpus Christi, a Texas home~rule rntmicipal corporation (City), and MDC, Inc., a Kansas corporation, (Lessee). Recitals: City owns Corpus Christi InternatictnaI Airport ("Airport"}, located in Nueces County, State of Texas. Lessee desires to lease a certain parcel of land at the Airport to construct a transportation terminat to be subleased to Airboixte Freight Corporation, or other sublessee as set out in Section 7, ("Sublessee"). Thep 'swish to enter into a written lease for land on which Lasses will construct said transportatio erlrtinal, whialt includes overnight parking of delivery trucks and vans, warehouse and affce r floe purpose of handling and storage of freight, envelopes, ,small packages and related uses ("Tr spartation Terminal") uxrder the terms and conditions herein contained. The term "L.essee" includes "Sublessee" wherever applicable. Agreeme>yt: l . Premises. City leases unto Lessee an area located an the west side al the terminal as. described an the attached and incorporated );xhiibi# A, ("Premises"), for Transportation Terminal operations, which includes $2,054 square feet of sand together with easements, access for ingress and egress, and parking areas, 2. Term. This ]ease is for a term of fifteen (1S) years beginning, , 1998, "El-Tective Date" if Lessee does not default in a term, condition, ar provision hereof, Lessee hits the option to renew the Lease for three additional 5 year periods, based on eithcr the standard three year escalation Factor far Ground Rent if additional capital innprovelnents have been undertaken within the last f ve years of the base lease ar proposed for the first extension period or based oa a RMV Ground Renton the 1'rcmises ifno capital inEtpro~ernents have been undertaken ar are proposed, so Iong as Lessee is not in default of ifs Lease. T>re City Manager must appresve the methodology for the proposed extension, which approval must not be iutl~easonably withheld. H:1LECz-[)IRIVI?ErONICAIALiSaiVlf1E004E'T(:I.SE1~11H13aANF49B$cptemherZO_ E994 99-4Z5 . 1019 99 Ord. 423506 . MDC, Iue. i t r f 3. Ground Rent, A. ealeulations. Itupzov~ed areas means the area covered by warehouse, ace, park-uz~; pavement, arsd other improvements as shown ozt the attached and incorporated Exhibit B,-and which consists of 71,789 square feet. i. Years i through 3 of the Lease: twelve cents ($, l ~) per Square Foot of Improved Axes per arazzzzrn. ii. Years 4 through b of the Lease: fQUrteen cents {$.I4) per Square Faat of Improved Area per annttrri. iii. Years 7 thrau~h 9 of the Lease: sixteen cents ($.16} per Square Foot of Improved Area per ztrzzzuzn. iv. Years 14 t3rrouglt 12 of the Lease: eighteen cents ($.18}per Square Foot of Impzaved Area per annum. v. Years 13 through 15 ofthe Lease: twenty cents ($.24) per Square Foot oflznproved Area per annum, Unimproved Areas rrzeans the area within the Premises between building setback lines where btuldings or other irnpraveznents could legally be constricted as shown on the attached and incorporated Exhibit C, and which consists of 1 Q,275 square feet. i, Years i through 3 of the Lease:five cents ($.05) per Square Foot of Improved Area per annum. ii. Years 4 through b of the LeaSe:six cents ($. Q6) per Square Foot of Improved Area per annum. iii. Years 7 through 9 of the Lease: seven cents (x.07) per Square boot of Improved Area per anntutz. iv. Years l4 through I2 of the Lease: eight cents ($.48} per Square Foot of Improved Area per annum. v. Fears 13 through 15 of the Lease: nine cents ($.49) per Square Faat of Irrspzoved Area per annutxz. B. Adjustment of Calculations. Every 3 years commencing sixteen (1G) years after IL'1LL•G-Q1RtVE)tnN[[:AIALI5UN101601ETCL5~SAIRBUKNI_-99$tieptcmbcr20, L9~J9 2 the Effective Uate of this Lease, 90 days prior to each three year adjustment ,either City or Lessee may request an adjustment in the ground rental rates. Said adjustments must not exceed 5°1a aver the prior period rent. C. Paying Rent. The City will bill Lessee the rental rates prorated on a monthly basis, which are due on the 1st day of each calendar month during the Lease. Lessee must pay the Rent prior to the 10th day of each month. D. Cvnstracticen Rent. Lessee may occupy the Premises shown en Exhibit A to construct Transportation Terminal Improvements ("hnpravements") an the area shown on Exhibit B from the date the Lease term begins through six (6) months ar until the date Lessee's sublessee occupies the Premises, whichever is lass, upon payment of ground rent on the Premises at the Unimproved Rate far the entire Premises. E. Agent. The City lvlanager, ar designee, ("City Manager") appoints the Aviation Director, or designee, ("Aviation Director"} as agent to receive all rentals and reports under this Lease. F. Reports. Lessee must strbrnit monthly reports showing number and type of planes landed and gross landing weight far each plane landed, including the day and time. The Aviation Director and Lessee's Local Manager will agree upon a farm to be used far this Report, which will be attached and incorporated as Exhibit H. 4. Use oi' Premises. Lessee mlrst use the Premises for Transportation Terminal operations, including carnraaereial freight faxwarcliltg business and allied activities. Lessee mast supply. good, prompt, and efficient service at the Airport an a fair, equal and nandiscrminatory basis to all users thereof, and to chat~e a fair, reasonable, and nondiscriminatory price far each unit of sale ar service; provided that Lessee ar its tenants and sublessees will be allowed to make reasonable and nondiscrir~ainatory discounts, rebates, ar other similar types of price reductions to volume purchasers. A. l'arldng. Lessee must park all Transportation Terminal related automobiles, trucks, vans and similar vehicles on the Premises without the payment of any additional fees to the Lessor; further, Lessee must comply fully with all the Aviation Director's rules and regulations for parking and using vehicles at the Airport. B. Signs. Lessee may install an the Premises signs or other corporate identification of its business, The size, type, design and location of such signs or other corporate identification, subject to Aviation Director's prior written consent, which consent will not be withheld unreasonably. C. Se#ting Lessee's Rtes. Nothing herein contained is intended to nor will be construed as vesting in City the power or authority to regulate Lessee's charges far services. H:4L~G•ll[RIVf:R(N~~CA4LLI5(}T114~6Sf1I:'1'CI ~I:1A1TtfiaRNE.996Sc~IC~nher2Q. I9S~4 D. Prohibited activities and uses. The following activities and uses are expressly excluded from this lease and Lessee is prohibited from any such use or activity. (]) Ground Transportation for hire. Lessee may provide ground transportation for its employees as a service; however, said service may not be vfFered to the general public on a commercial basis. {2) Aratamabile Rental Service. (3) News and sundry sales. (9} Advertising concessions except for those that m.ay be conducted within Lessee's office and warehouse. {5) Barber, valet and personal services. (6) Tile sale of food or drink, except from dispensing machines located within the Transportation Terminal.. However, no cafe or cafeteria type of service may ba operated. ('7} The sale of flight or trip insurance. (8) Commercially engaging in the business of making reservations for hotels, motels and other lodging. (9} Sale nr transfer of fuel, (10) Airczaft or avionics sales, installation, or repair, except on Lessee's owned or leased aircraft is allowed, (11} For profit charter flights, {? 2) Flight ar ground instruction, except for Lessee's employees or agents is allowed. ~. Non-exclusive right to use Air field, Lessee leas a non-exclusive right to use the public areas and public airport facilities including the runways, taxiways, aprons, ramps and navigational aids, and facilities, in accordance with the applicable federal, state, and local laws, rules, and regulations. b. Acceptance of Premises. Lessee acknowledges that it has inspected the Premises and accepts the Premises in its present physical condition. 7. Assigaanterat and Sublease. Except as explicitly set fflrth in this Section 7, Lessee >:nust not assign, sublet, sell, convey, transfer, mortgage, ar pledge this Lease or any part thereof without the prior written consent of the City Manager, provided, however, That during the Lease the City authorizes Lessee to assign all of its rights, title and interest in the Lease to a designated assignee, vvho, as a sole purpose corporation, will be render the same ownership as Lessee. Lessor acknowledges that Lessee intends to sublet the Premises to Airborne Freight Corporation, d.b.a. Airborne Express and City hereby consents to Lessee's sublease of the Premises ~to Airborne Freight Corporation. Any restrictions which form a plan of any u+ritten consent granted must be incorporated into a written instrument and form a part of this Lease. Due to the significance of this Lease and the natrue ofthe services to be provided hereunder, the City Manager may in his/lrer sole discretion, witkehald hislher consents which consent will not be unreasonably withheld. Lessee must not use, or permit any person to use, rile Premises, for any purposes other than a Transportation Terminal, H:lL1=Ci-DIRIVGR4h11CAlAI_ISUNIQ 1001CTCL5E1~11R6oRNI:.99R_S~ptembe~ 2U_ 1944 ~} if Lessee merges, consolidates, acquires, affiliates, or associates with any other person, company, corporation or other entity, ar in any manner whatsoever either is bought out or buys out another per5an, company, corporation ar other entity, and such merger, consolidation, affiliation or association results in a change of control or management of the operations authorized herein, then in that event, such merger, consolidation, affiliation, or association will be considered by the City as an Assignment of this Lease lxy Lessee which requires the prior approval of the City and any Bach merger, consolidation, affiliation or association without such consent is violation of this Article, and subjects this Lease to termination under 5ec#ion 17 ofthis Lease. Name Changes or mergers or other affiliations that do not result in a change of cants] or mar3agetnent of operations nnay be approved >ay the City Manager. All references in this Lease to Lessee include the Sublessee, as applicable, between Lessee and its Sublessee. 8. Right to Amend. if the FAA, or its successors, requires modifications or changes in this Lease as a condition precedent to granting funds far Airport improverrxents, Lessee agrees to consent to the amendments, modifications, or changes of this Lease as may be reasonably required to obtain the funds; provided, however, that Lessee will not be required to pay increased rent or change the use of the Prenvses ar accept a relocation or reduction in size on the Premises until Lessee and the City have fully executed an amendment to this Lease that is mutually satisfactory to al! parties for any terms yr conditions of this Lease affected by such actions or the Lease is terminated. 9. Subardinatian to U.S./FAA requirements. This Lease is subordinate to the provisions of any existing ar future agreement between City and the United States relating to operating or maintaining the Airport, the execution. of which has Veen or may be required as a condition to the expenditure of federal funds for the development of the Airport. ]f the effect of such agreement with the United ,States is to take any of the ]'remises tinder this Lease out from the control of City or to substantially destroy the commercial value of the Premises, then City must provide adequate Premises to Lessec or terminate this Lease. 1D. Construction of Improvements. All plans and specifications forLessee's hnproverneatts and all renovations, remodeling, refitrbishin;~ and construction upon the Premises must meet alI City of Carpus Christi fire and building code requiz~ernents, including building permits. Upon final completion and acceptance of the Improvements by Lessee, Lessee rriust provide two sets pfntylar as-bui]t plans and one electronic copy of the record documents to the Aviation Duector, who wil] keep the plans on file at the Airport and provide a copy to the City Secretary. Exhibit J becomes effective upon filing with the City Secretary and being attached to this Lease . Further, Lessee must keep said documents current, by providing two sets of mylar as-built plans and one electronic copy of all retard documents showing any alteration in excess of $15,000 to the Premises during the Lease to the Aviation Director, to be attached to the Lease in the same manner as provided far the f3riginal plans and spec:ificatiorls. The exterior design and valor scheme plans and specifications for the Transportation Terminal must be approved by the Aviation Director, which approval must not i-E:1tEG-11iiZ1VERO1~tEC~lA[ 35pNip 1 U9U~ T'Cl.til?1A1R13aRidE.9985cptcm6cr 20. l n94 be unreasonably withheld. Further, the exterior design and color scheme approved must be mutually satisfactory to Lessee. If a mutually satisfactory exterior design and color scheme cannot be agreed upon by Aviation Director and Lessee within 9I} days of execution of the Lease, this Lease terminates and Lessee has no further obligations hereunder. The plans and specifications as approved by the Aviation Director must be in compliance with all code requirements as presented. No substantial changes or alterations must be made in said plans or specifications after initial approval by the Aviation Director. Lessee, at its expense, shall obtain all licenses and permits required by any maintenance, repairs, construction on, or use of the Premises. The cast of developing all plans and specifica#ions as provided herein and the construction of improvements and facilities upon Premises n~usC be paid solely by Lessee and must incur no expense to City whatsoever. Upon the termination ofthis Lease, ownership of the Improvements revert to City, free and clear of all liens, leases and other encumbrances and adverse interest in property and i.tnprovetxtents. During the progress of all work, City Manager's duly authorized representatives may enter upon the Premises, during Lessor's normal business hours with reasonable prior notice, and mace such inspection as may be reasonably necessary to satisfy the Aviation Director that tlae work or construction meets such requirements and standards. During this Lease, Lessee shall (subject to the other terms and conditions of this Lease) have the continuing right io remodel, renovate and refurbish the Premises and airy improvements and facilities thereon, or any part thereof, and to build and construct never additions and improvements thereto and thereon, provided notice has first been given tp the Director of Aviation, whose subsequent approval of the modifications must oat be unreasonably withheld. A. Required provisioAS; bonds. Lessee must include in a construction contract, ar subcontract, all provisions required by the Aviation Duector relating to the operations of the contractor on the Airport; Such provisions, must include a Payment and Performance Bond for any work in excess of $100,Ot30 to be performed by Lessee ar the contractor, B, Liens. Lessee must not allow a lien to attach to the Premises or Lessee's leasehold interest without prior written approval of the City Manager. Notwithstanding the City Manager's approval, the City's fee simple estate in the sttrface estate burdened by Lessee's leasehold estate joust be exempt from such lien, and any lien must contain the following language: "Lender agrees that the lien created by this instnuEnent is effective only as to Lessee's leasehold estate created by the lease dated the day of , 1999, executed by the City a£Corpus Christi, as City, and IviDC, Inc,, as Lessee, and does oat affect City's interest, being the fee simple estate burdened by Lessee's leasehold estate." Or such other language as is approved by the City's City Attorney. }#;1Lt:G-DLRIVEILaNIC.4IAI.~SaN10IW1ETC[S~/4fR13DRN1:.~3965cp1em6cr20, 1999 6 In the event of any foreclosure by any lender, financing agency, ar guarantor of its lien or liens on the Improvements, fixtures, yr trade fixhues located on the Premises, such lender, financing agency, or guarantor succeeds hereunder to alI rights, privileges, and duties of Lessee, including without limitation paying rent, as if said lender, financing agency, yr guarantor was originally named tenant herein, and such lender, f nancing agency, or guarantor will have a reasonable time after date of foreclosure (not Iess than three hundred sixty (360) days to sublease the remaining Improvements to such parties as may be approved by City. C. Certificate oli Occupancy. Lessee covenants that all construetiart, including aIi workmanship and materials, will be af`first-class duality and will be in ace©rdance with the plans and specifications to be attached hereto as Exhibit J and as approved by the Aviation Fairector. As used herein, the #erm "first-class quality" means of the same quality as buildings used vz to be used for the same or similar purposes already constructed on the Airport. After complefiing an alteration to the Premise, Lessee must certify to Aviation Director that the alteration was completed according to the approved plans and specifications (Exhibit J) and complying with all applicable laws, and regulations. When the Building Qfficial is satisfied that such construction is sa in compliance, the Building Official shelf deliver a Certifscate of 4ecupancy to Lessee, D. Alterations. Lessee must not make an external alteration yr an internal alteration that exceeds $15,040 or install airy fixtures, except trade fixtures, funiiture and other items of personal pmpetrty removable without material damage to the Premises, during the Lease without the Aviation Director's prior written approval, which shall not be unreasonably withheld. If'the Premises are damaged by such removal, it must be immediately repaired by Lessee. E. Cons#rnctian ~ndemnxty. Lessee, its assignees and sublessees, must include in alI construction contracts entered into, a provision requiring the contractor, or, in the alternative, Lessee, to indemnify, hold harmless, defend and insure the City, including its officers, agents, and employees, against the risk of legal liability for death, injury or damage to persotas 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 saaxte are caused by the gross negligence or willful act of the City, its off cers, agents, or employees. Lessee must furnish, or require the contractor to furnish, insurance, as required in Section 2Z herein. 1.1. Repairs Anal Maintenance. Lessee, at its own expense, shall make any and all repairs a.nd. replacements necessary to keep the Premises in a first class condition and safe repair and shall make any and all repairs and replacements necessary to remedy defects of a structural nature. Lessee shall, l1:ILEG-DiR1VEtt01JICAlAI..ISONID1041F.TCI.SE'1AIHI30KNli.99BSepl~ntixr2D, 1999 "] at its awn. expense, provide janitorial service and maintenance to keep the Premises in a clean, attractive and sanitary condition at all time. The landscaping must be well maintained and kept in a neat and tidy condition. The Aviation Director shall have the right to inspect the Premises during Lessor's normal business hours with reasonable prior notice. Lessee, at its own expense, shall repair any and all damage caused to real and/or personal property of City occurring on the Premises ar elsewhere an the Airport as the result of the willful or negligent acts or omissions of Lessee, its employees or agents, and not the result of acts or omissions of City, its employees or agents. As to the paved coxnm.on use areas of the Airport, Lessee has no obligation to make any structural improvements to these areas, which is solely the obligation of the laessar, including any obligation t4 maintain repair, resurface, repave or cap the surface in a smooth and operable condition, similar to other national airports. See also Section 20 herein for additional Lessor maintenance obligatians< 12. Security Badges. Each of Lessee's employees needing access to a restrieted area (incl~sding the AOA, see Section 13} must wear a security identification badge. Lessee will pay a fee far each badge, a deposit for each badge, and a replacement fee for each last badge. Lessee must notify the Aviation Director immediately after an employee is terminated or lases a badge. i3~ Access to the Aircraft Operating Area (AO.A). Lessee and its respective contractors, suppliers of materials and furnishers of services, employees, agents, atxd business invitees, must comply with all present and future lavws, rules, regulations, or ordinances promulgated by the Eity, -the Airport, or the Federal Aviation Administration (FAA}, or other governmental agencies to protect the security and integrity ofthe Aircra$ Operating Area {AOA}, as defined by the Airport and the FAA, and to protect against access to the AOA by unauthorized persons. Subject to the approval of the Aviation Director, Lessee must adopt procedures to control and limit access to the AOA by Lessee and its respective con-h~ctors, suppliers of materials and furnishers of services, employees, and business invitees in accordance with all present and future Airport and FAA laws, rules, regulations, and ordinances. Physical barriers to prevent access to the Air Operations Area must be in effect daring construction upon the Premises. Lessee further agrees to inderrinify, hold harmless, defend and insure the City, its officers, agents, and employees against the risk flf legal liability for death, injury, or damage to persons or property, director consequential, arising from entry of the AOA permitted, allowed or otherwise made possible by Lessee, its assignees and sublessees yr its ar their' respective contractprs, Suppliers of materials and furnishers of services, employees, business invitees, agents, or any person under the direction of Lessee in violation of City, Airport, and FAA laws, rules, regulations, or ordinances or Lessee's Director-approved procedures for controlling access to the AtJA. H:1I..EG-DiR1VEItONICA1AL15U]~ti0l0UlEi'CLSF.tAIRAgRi~1F94RSepicmber20_ x999 Lessee must obtain employee identification badges for aII personnel authorized by Lessee to have access to the AOA, in accordance with the provisions of Federal Aviation Regulations, Part i07, and other laws, rules, regulations and ordinances. Lessee must pay all Federal Aviation Adtuinistration fines asSOClated with security breaehes/infractians by Lessee's agents, officers, business invitees, and employees in the ADA, regardless of whether the Erne is assessed to City, Ailport, or Lessee or its assignees, sublessees, and its or their respective agents, officers, business invitees, or employees, which rxtay be passed through to the Lessee,its agents or employees as set out in the City Cede of Oxdinances, Sec. 9-32. A. Movement into Aircraft Operations Area ("AOA"}, Lessee will have access to the Airport's AOA, subject to camplaance with all applicable FAA and Airport security procedures. Movement of all aircraft and persons from the Promises into the AaA and from the AOA into the Premises must be cleared in accordance with Airport and FAA rules and reguations. Lessee is primarily responsible for opening and closing any security gates and doors pez~nitting access to/from the 1'xemises from/to the AOA. B. Vehicles in AOA. No vehicles awned ar operated by Lessee tray operate within the Movement or Non-Movement Areas of the AO~i except in compliance with FAA and Airport regulations. See site plan illustrating said ADA areas, attached and incorporated as EacNaibit K. C. Airport Certification. Lessee must colnply with rules that are applicable to its operations an the Ailpart undex the Airport Certification Rules of the Federal Aviation Regulations, Part i39, as amended [14 CFR Part 139, as amended], Copies of the FAR are available in the office of the Aviation Director. D. Airport Security. Lessee, its a#iicers, employees, invitees, agents, contractors, and guests must comply with all federal and local Airport Security Regulations adopted by the City pursuant to 14 CFR Pant 107, as same may be amended. Lessee covenants tt- indemnify and hold harmless the City its officers and emplt~yees from any chaxgcs, fines, or penalties that may be assessed ot• Ievied by the FAA lay reason of the negligent ur intcntianal failwure of` lessee, its officers, employees, invitees, agents, contractors, or guests to comply with such Airport 5ecurzty Regulations, regardless of whether Lessee, City, or Airport has such flee, charge, ar penalty levied against it. E. l4 CFR Part 77 Requirements. lessee cvvenar~ts to comply with the natifcation and review requirements set out in Part 77 of the Federal Aviation Regulations j14 CIaR Part 77], as aEnended, if Lessee plans to construct or modify any present or current structure, antenna, or building located an the Premises. Copies of the FAR are available in the office of the Aviation Director. ~'. Cc-atral of Structures. Lessee shall not erect nor permit the erection of any structure, antenna, or building, oar permit the ;~rawth of any tree on the Premises, which has highest point above a mean sea level elevation established by FAA and Lessor as a height limitation on such structtat'e, antenna, bu~ldiilg, or object. Lessor may enter the Premises and remove the eacroaehing structure, antenna, building, or object at Lessee's expense, plus 15% overhead. G. Aerial Approaches. The City Manager rosy take any action he considers necessary to protect the Airport's aerial approaches against obstruction, including the right to prevent Lessee H:1L~C-131R1vL-RUT11CAlAI.ISONSO Hlml:'rC1.Sf~AZRBORTlE.998Scp[ember 2D. 1999 ~ from erecting, or permitting to be erected, any building, antenna, or structure on or adjacent to the Airport, which in the Aviation Director's opinion, would limit the usefulness of the Airport or constitute a hazard to aircraft: H. Right to Over#1Jight. Lessor hereby reserves, for the use and benefit of the public, a right of flight for the passage of aircraft above the surface of the Premises, together with the right to cause in the airspace such noise as may be inherent in the opera#ion of aircraft, now ]crown or hereafter used for navigation of or flight in the air, using the airspace for landing at; or taking off ftoJUi, ar operating an the Airport, 14. Hazardous Substances. Lessee covenants to comply with all environmental laws, rules, regulations, orders, and permits applicable to Lessee's operations on or in the vicinity of the Airport, including but not l'united to required National Pollutant Discharge Elimination System Pexmits and alt applicable laws relating to the use, storage, generation, treatment, transportatinn, or disposal of hazardous or regulated substances. Except for the Hazardous Substances governed by and transported in full compliance with the transportation laws of the state or federal government, Lessee must not knowingly use, stare, generate, treat, transport, or dispose of any hazardous or regulated substances or waste an or near the Airport without the Aviation Director's prior written approval and without first obtaining a] 1 required perlxrits and approvals from all authorities havJing jurisdiction over Lessee's operations on or near the Airport. If Lessee determines that a threat to the environment, including but not limited tE) a release, discharge, spill, or deposit of a hazardous or regulated substance, has occurrcd or is occurring which affects or #hreatens to affect the Airport, or the persons, stnicttires, equipment, or other property thereon, Lessee must iimmediately verbally notify, (l }the Airport's Public Safety Dffice at (361- 28~-flt~'>E xt 0 and (2} all emergency response centers and environmental or regulatory agencies, as required by law ar regulation. Lessee must provide Aviation Director with vi+ritten confirmation of the verbal report within 72 hours. Lessee agrees to cooperate fully with the Airport in promptly responding to, reporting, and remedying a threat to the environment, including without limitation. a release ar threat of release of hazardous or regulated substance into the drainage systems, soils, ground water, waters, or atmosphere, in accordance with applicable law or as authorized or approved by any federal, state, or local agency having authority over environmental matters. Lessee must keep a readily accessible file of Materials Safety Data Sheets for each Hazardous Substance transported, in accordance with federal and state transportation laws, which file must be posted and immediately available to any Airport or City employee who responds to the scene (Premises) in the event of an accidental discharge of a Hazardous Substance. Lessee's employees must try to determine which Hazardous Substance was accidently discharged and have that MSDS sheet available for the first responders to the scene. Lessee must undertake all required remediation and pay all costs associated with Lessee's action ot• inaction that directly or indirectly causes the Airport to fail to materially conform to all then applicable environmental laws, rules, regulations, orders, or permits. Tha rights and obligations set forth in this Section id survive terJnination of this Lease. I l:li.f:Ci-DIRIV EROT11CA1ALiSON101 afSU?'1'L'151~1n IECt3E]AiVF.9985cp1crn6Cr 2J?. J 999 ~ ~ f 5. NondiscriminationlAffirmative Action. A. l~Tond'ascrimination-general. Lessee for itself, its personal representatives, successors in interest, and assigns, as a part afthe consideration hereof, covenants that: (1) na person on the grounds oi'race, creed, color, religion, sex, age, national origin, handicap, ar political belief or affiliation will be excluded from participatifln in, denied the benefits of, or otherwise be subjected to discrimination in the use of the Premises; (2) in the construction of any improvements on, over, ar under the Premises and the furnishing of services thereon, no person on the grounds of race, color, religion, sex, age, national origin, handicap or political belief or affiliation will be excluded from participation in, denied the benefits of, or Otherwise be subjected to discrimination; (3) Lessee will use the Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, office of the Secretary, Pa,~t 21, Nandiserimination in Federally-assisted Programs of the Depa~.tment of Transportation-Effectnation of Title Vl of the Civil Rights Act of 1964, as amended, attd with other applicable state or federal laws or regulations, as amended. B. Nondiscrimination-business owner. This Lexse is subject to the requirements of the U.S. Department of"I'ransportation's regulations, 49 CFR Pant ~3, Subpart F. Lessee agrees that it will not discriminate against any business owner because of the owner's race, national origin, or sex in connection witlt the award or performance of any concession agreement, management contractor subcontract, purchase of lease agreement, or other agreement covered by 49 C1~R Part 23, Subpart F'. C. Remedy for breach. if Lessee breaches anon-discrimination covenant, the City may immediately, with reasonable notice, reenter the Premises; and the Freznises and a[1 Lessee's interest therein reverts to the City end its assigns, This provision is not effective until the procedures of Title 49, Cade of Federal Regulations, Part 21 are completed, including exercise or expiration of appeal rights. D. Affiirmative Action. Lessee assures that it will undertake an affirmative action program as required by 14 CFR .Part l 52, Subpart E, to insure that no person an the grounds of race, creed, color, religion, sex, age, national origin, handicap, or political belief crr affiliation is excluded from participating in any employment activities covered in l4 CFR Part 152, Subpart E. Lessee assures that no person will be excluded on these grounds from participating in or receiving the services ar benefits of any program or activity covered by that Subpart. Lessee further agrees to require its covered subarganizations to provide similar assurances to Lessee to undertake xflirmative action programs and to require assurances fmni their suhorganizations, as required by 14 CFR Part 1 S2, Subpart E, Lessee at its expense will comply with any applicable requirements of the Americans with Disabilities Act (ADA) as it may be amended. H;1LECrDLR1Vh_[iDA![CAlA1.ISa~I[410[iti:TC:LSk:lAIREiaRhEE.998Scpicrnt~crZp. ]y99 ~ 1 1G. CampIianee with laws. A, General. Lessee must promptly observe, comply with, artd execute the provisions of any and all present and future governmental laws, ordinances, rules, regulations, requirements, orders and directions. 1~ailure tv observe or comply with the aforementioned Iaws will subject this Lease to cancellation by the City under Section i7 of the Lease. B. Federal. Lessee covenants to comply with all applicable Iaederal laws, rules, and regulations, including without lirr~,itation the Drug Free Workplace Act, the Violence in the Workplace Act, the Americans with Disabilities Act, and any other acts that the U.S. Congress passes that applies to any entity that operates at the Airport, C, Disadvantaged Business Enterprises (I3BE). Lessee understands and agrees to the following assWrances: It is the City's policy that DBEs have the maximurr~ practicable opportunity to be awarded Airport Contracts. Lessee agrees to use good faith efforts to promote this policy throu;eh its Lease at the Airport. Additionally, Lessee as an Equal Opportunity Employer agrees to use goad faith efforts to provide maximum opportunity far the cansideratian and use of DBEs in the cs~~xtracting, subeorltracting and purchasing activities associated with this Lease and to abide by all applicable provisions afthe Airport's DBE approved Program aizd this Lease. Lessee further agrees that no person will be excluded from participation in, denied the benefits of, or otherwise be diserirninated against in connection with die award and perfarcnanee cafany: Airport contract because of race, color, religion, national origin, sex, age, handicap, or political belief or affiliation, and. as snore specifically provided in Se~ctian 15 hereof. See Exhibit D attached hereto and incorporated herein providing Lessee°s program in support of the Airport's policy for DBE. D. State. Lessee covenants to comply with aI] applicable state laws, rules, and regulations. E. Local. Lessee covenants to comply with all applicable City ordinances, and rules and regulations promulgated by the Aviation Director. 17. Cancella#ian -Termination. A. Cancellation by Lessee. ~Tdithout limiting arty other rights and remedies to which Lessee maybe entitled by common law, statutory law, or as elsewhere provided in this Lease, this Lease may be canceled by Lessee at any time after the happening, and dtuing the existence, of one ar mare of the following events: 1, The permanent abandonment of the Airport or the permanent removal of all certificated passenger airline service from the Aitpart; 2. The lawful assumption by the United States Government, or any authorized agency thereof, of the operation, control, ox use of the Airport, or any substantial part or parts thereof, that substantially restricts Lessee from operating for at least ] St1 days; t_YI,1:{:r-I)1Rtvf:ROhlIC: AIALI5UP140I401ETCLSE\A1RSaRN£.998Scnlemtsrr ZU. 1 ~NJ9 ] ~. 3. The issuance by any court of campatent jurisdiction of an injunction that prevents or restrains the use of the Airport, that continues for at least 150 days; or 4. The default by the Airport in the performance of any covenant and the failure of the Airport to remedy the default for 6d days aftex receipt from Lessee of written notice to remedy the Same. B. Ter~ninatlart by the City. Without limiting any other rights and remedies to which the City may be entitled at common law, statutory law, ar as elsewhere provided in this Lease, this Lease may be terminated by the City if Losses: 1. Is in arrears in paying a part of the rent, fees, or charge for ten (10} business days ("business" days are Monday tliraugh Friday}, ar such other time as may be provided herein, The ten business clays commence act deemed receipt of writte~t notice from the Aviation Director to Lessee of the default. 2. Makes a general assignment for the benefit of creditors; 3. Abandons the Premises or any part tlaereaf, 4. Files a voluntary petition in bankruptcy; 5. Defaults on indebtedness to any Lender with a Security interest on any ofLessee's personal property at the Premises; 6. ptherwise defaults in the performance of any of Lessee's covenants, and continues the default far 30 days, ar such other time as may be provided herein, after receip# of written notice from the Aviation Director ofthe default. If the default is such that it cannot be cured within 30 days or such other times may beset out in the notice of default, Lessee is deemed to have cured the default if it within the applicable period commences performance and thereafter diligently prosecutes the same to completion. C. City's Right of Entry Upon Termination. If the City terminates the Lease or if Lessee abandons tkle Premises, the City naay enter upon the Premises. In the event aftermination by the City, Lessee hereby il•revacably appoints the City Manager its agent to remove any anal all persons or property f7•am the Prctrlises and place any property in storage for the account of and at expense of Lessee. Except fur Personal Property belonging to Airborne Freight Corporation, All graperty on the Premises is hereby subjected to a contrac~al landlords Lien to secure payma~nt of delinquent rent and other sums due and unpaid under this Lease, any and all exemption laws are hereby expressly waived. in favor of such 1$ntllords lien; and it is agreed that such landlord's lien is n©t a waiver of any statutory ar other lien given or which may he given to the City but is in additia~a thereto. Lessee agrees that if it defaults the City Manager may, an 30 days prior written notice, sell Lessee's property found on the Premises gt a public ar private sale with proceeds of the sale applied first to the cost of the sale, then to the cost of storage of the property, if any, and then to the indebtedness of Lessee, with the surplus, if any, to be mailed to Lessee at the address herein designated. If City terminates and reentexs the Pxentises, the City may relet the Premises and if a If;tl.iiCi-DIR1Vr:RC3:41CA1P.L[SQNLQ10Dtt7CLSE:1/ti[IiB(yItN1:,9y8Septemher2U_ 1949 .1~ sufficient sum is not realized, after paying expenses of the reletting, to pay the rent and other sums agreed to be paid 6y Lessee, Lessee agrees to pay any deftciency within 30 days of Aviation Dixector's written demand therefor, including itexrtized breakdown of all costs related thereto. Lessee fiarther agrees to haId harmless from and indemnify the City including its officers, agents, and employees against any loss or damage or claim arising out of the City's action in coIlsating monies awed it under this paragraph, except for any lass, damage, or claim caused by the negligence or willful misconduct of the City or its employees. D. Na#ice of Terrninati4n. If an event of default occurs, and after due notice the defaulting party has failed to cure, the complaining party may at any time after the expiration of any cure period, and if the default has not been cured, terminate this Lease by notice in wrifing• The Lease will $e terminated on the date specified in the notice but oat less than 5 business days from mailing the notice. Rental payments are payable only to the date of termination. E. Partial Destruction. if the Premises ar Lessee's improvements or the Airport facilities reasonably necessary to opet~ate Lessee's business are partially damaged -due to acts of God or other acts outside the control of Lessee ar City - to the extent that Lessee cannot use the Premises as a Transportation Terminal then, this Lease may be terrnu~.ated or suspended until the damage is repaired. If the Lease is terminated as provided for herein, the rent will be abated from the date of the casualty. Provided, however, that Lessee must use its insurance proceeds to either replace the Improvements or remove all trace of the Improvements and take the Premises back dawn to raw land. All remaining insurance proceeds will be paid to Lessee_ The City Manager is the sole judge of the extent of damage to the Airport and may terminate ar suspend the Lease until the damage is repaired. if Lessee's Premises or Improvements are damaged the Lessee may terminate or suspend the Lease, anal if suspended set a time period far Lessee to repair the damages to the Premises ar improvements_ 18. Property Rights upon Expiration or Terminfltion. A. Removal of Equipment. Upon termination or expiration of tltis Lease, Lessee rtt.ay remove all removable furniture, fixtures and equipment installed by Lessee, if Lessee removes same within 3U $usiness days after termination err expiration of the Lease, Any damage to the Premises caused by Lessee's removal of its property must be repaired within L S business days after termination or expiration o€ the Lease by Lessee and at Lessee`s expense, and to the satisfaction of the Aviation nirectar. Notwithstanding the Foregoing, if Lessee fails to remove its removable fiarnittzre, fxxhtres and equiptttent within 34 business days from the data of termination ar expiration of this Lease, then the 5tL•11.t:G-DIR1VERraN1CAlALfSElN1D100rETC1SElA~FtRQR?dE.~J985cptemherZO, 1994 ~4 City Manager rnay, at his option, take title to the said personalty and sell, lease or salvage the same, as permitted by law. Any net expense the City Manager incurs in behalf of the City indisposing of the personalty must be paid 1}y Lessee within l0 days of the City Manager's written demand therefor, including an itemized breakdown of the casts recaptured and the balance due. I#. New lease - Do )~Iot Rerra,ove Equipment. If the City and Lessee negotiate a new 3ease Lessee does not have to xemove its equipment far personal property. C. Improvements Revert to City. Except for Lessee's personal property and subject to Section 1Q, at the expiration of the Lease all irnprovernents placed on the Premises by Lessee revert to City in accordance with the City Charter, Article VIII, 8eetlOn ~, as amended. D. Holdover. Any holding over by Lessee of the Premises after the expiration or other termination of this Lease will be on a month-ta-month tenancy at sufferance, at the then current monthly rental rate, and Lessee agrees to surrender the Premises upon 3t) days written notice, 1?ailure to timely surrender Premises following notice subjects Lessee to a monthly hall over fee of the then current monthly rental rate for each month of delay. 19. Rerleiivery of Prenises. Upon expiration ar termination of this Lease, Lessee must deliver the Premises to the City peaceably, quietly, and in as good condition. as the same now are or may be hereafter improved by Lessee or the City, normal use and wear thereof and damage by casualty, which damage Lessee is not required to repair ar restore~ulaject to the provisions of Section 1'7,E., excepted. In addition to landlt~rd's lien provided by the lave of the State of Texas, the Airport has a contractual lien on all property of Lessee on the Premises as security for non-paynxent of rent, ~Q. Lessee's Maintenance 4blligativns. A. Premises. Lessee must maintain the Premises in good appearance and repair, and in a safe condition at its expense. Lessee must maintain, repair, replace, paint, nr otherwise finish all leasehold irxrpravements an the Prerr~ises {including, without limitation, walls, partitions, floors, ceilings, windows, doors, and glass, and aII furnishings, textures, and equipment therein), All of the maintenance, repairs, finishing and replacements must be of quality at least equal to the original in materials and workrrranship. B. Quality of Maintenance. It is the intent of the Aviation 1irector and Lessee that all Irxrprovements will be maintained in such a manner as to keep the Improvements intact, in good repair, and in such condition that they will be usable at the end of the Lease. Lessee must comply with the maintenance obligations of Sections 1 l and 2Q and with all applicable governmental laws, rules, or regulations. The Aviation Director is the sole judge of the quality of Lessee's maintenance, which must be reasonable artd consistent with other Airport properties. The Aviation Director may at any time, during Lessor's normal business hours, with reasonable prior notice, enter upon the Premises to determine if Lessee is fulfilling the maintenance requirements of this Lease. The Aviation Director roust notify Lessee ire writing of any default. Ifthe required maintenance in the H:Ir~G-UiR1Vl:rti)NICAIALlSQN4plUU1ETCLSE114]RBnRNE,99RSrpiemher 20. [949 I S Aviation Director's notice to Lessee is not commenced by Lessee within i5 business days after receipt of written notice, or is not diligently prosecuted to completion, the Aviation Director may enter upon the Premises and perform the subject maintenance, and Lessee agrees tv reimburse the Airport for its cast plus 20% overhead within 30 days after Aviation Director's written demand therefor, together with copies of all bids for the xspairs and maintenance. C. Correct Hazards. Lessee must i~r~rnediately correct any hazardous or potentially hazardous condition on the Premises after receipt of notice from the Aviation Director. At the Aviation Director's discretion, Lessee must close the Premises, or affected portion, until the hazardous or potentially hazardous condition is removed or corrected. 21.. Cfty's obligations. .A. To operate Corpus Christi International Airport as a public airport during this Lease subject to the assurances given by the City to the i7nitcd States Gavernmant under the Federal Airpm't Act. B. To make water, gas, and wastewater service available to the property Lease line upon the same basis as applies to b~isinesses on the Airport. Lessee must pay for utility usage charges for water, gas, wastewater, electricity and other utilities supplied to Lessee or Lessee's Premises during the Lease as such charges become due and payable. 22. Indemnification. A. GENERAL --Lessee must indemnify, hold harmless, defend and inswre the City of Corpus Christi, its officers, agents, and. employees from and against any and all claims and causes of action, administrative proceedings, judgments, penalties, fines, damages, losses, demands, liabilities, or expenses whatsoever (including reasonable atton~ey's fees and costs of litigation, mediation andfor administrative proceedings) which may be brought, alleged, car imposed against the City, its officers, agents, ar employees arising directly or indirectly from ar in any way connected with (i} any property damage or loss, personas injury, including death, or adverse effect on the environment arising out of Lessee's action or inaction with regard to the operations of Lessee hereunder, including the use or occupancy of the Premises, or in providing access to secured areas of the Airport as set out herein, excepting only such liability as may result from the gross negligence of the City, including its officers, agents, and employees; (ii} the failure of Lessee, its agents or employees, to comply with the terms and conditions of this Lease, or to comply H.1LC?C~L7l RI V iSREfIViZ AlA t.fSQN101 Qf111= t-CI.Si:IA f Et13U RN1;.9ygSeptember 20. 1999 }. 6 with any applicable federal, state, or local laws, rules, regulations, or orders including, but not limited to, any and all federal, state, or local environmental laws, rules, regulations, or orders, or (iii) release ofany hazardous ox regulated substances or waste onto, into, ar fi om the Premises or other Airport property, connected in any way with Lessee's operations or the action or inaction of Lessee, its agents or employees, regardless of whether the act, omission, event, or circumstance constituted a violation of applicable law at the time of the occurrence. The rights and obligations set forth m this Paragraph shall survive the termination of this Lease, S. SPECLA,L CLAIMS -- Lessee agrees to defend, at its own cost, and to protect, indemnify, and otherwise hold harmless, the City, including its officers, agents, and employees (including but not restricted to the posting of bond anti release of attachment] frarr- and against any and all claims in any way arising out of or in Connection, with the construction, repair, or maintenance work undertaken hereunder by, through or on behalf of Lessee ar its sublessees, or arising out of ar in connection with the operation of the concession under this Lease, including but not restricted to attachments, liens or levies, and whether or not t13e claim is meritorious, n3ade, failed or asserted by arty party other than Lessee against the City, including its officers, agents, and employees or tl~e 1'rernises or improvements thereon or part tI'tereof, ar ]monies owing to the Airport. C. NOTICE -- Notwithstanding the above indemnifications, Lessee must give the Aviation I?uec#or notice of any matter covered hereby and forward to the }~viatir~n Director copies of every demand, notice, sumrnans, or other process received in any claim or legal proceeding covered hereby within l0 working clays of Lessee's receipt of said notice, demand, summons, etc. D. INDEMNITY WAIVER -- Lessee, if a charitable association, corporation, amity, or individual enterprise having or claiming an immunity ar exemption (statutory ar otherwise) from and against liability for damage or injury to property ar persons, hereby expressly waives its right to plead defensively the immunity yr exemption as against tlae City, including its officers, agents, or employees, as the case may be. 23. Insurance. Lessee must provide insurance in the amounts and types of aaverages required by the City's Risk Manager, a copy of which is attached and incorporated as Exhibit "E". Lessee's insurance company(ies} must provide the Aviation Lirector and the Risk Manager cartificate(s} of insurance 3Q days prior to the annual anniversary date of the Effective Date of the Lease, which shows the level and type of insurance. Lessee's insurance compauy~ies) must provide the Aviation Director 3U clays written notice, by certified mail, prior to cancellation, non-renewal, or material change in the insurance policy(ies}. The City's Risk Manager will annually assess the level and types of insurance required by the Lease. The Risk Manager can increase ar decrease the level or types of insurance by giving 1 i:11.EG-€TIR1VERaNit: A1AL]SaiVIQl001ETCL5F.[,1IR B4RNF..99RSeptember 20. 1999 1 Lessee notice na less than 60 days prior to flee annual anniversary date of the Ei~ective Date of the Lease; however, such increase or decrease of the level or type of insurance must be comparable wi#h, and no greater than, the minimal levels or types of insurance of other tenants with suniTar activities on the Airport, Lessee has 30 days to procure the changed insurance and provide written proof of insurance to the Aviation Director. All insurance required by this Lease must be primary insurance, and not in excess of or contributing with other insurance wlvch the Lessee may carry. All policies must name City as an additional insured or loss payee. The Lessee's insurance policies as required by this Lease must apply separately to City, as if separate policies had been issued to Lessee and City. The amounts of all required insurance policies must eat be deemed a limits#ion of Lessee's covenant #o indemnify the City, and if Lessee or City becomes liable in an amount in excess of the amount(s) of such policies, then the Lessee must indemnify the City from the whole thereof except in floe event of grossly negligence or willful misconduct on the part of Lessor, its officers, agents, or employees. 24. Notice. Notices are suff eient if in writing and sent by certified mail, return receipt requested, postage prepaid, or by overnight delivery sen~ice, 4r by facsimile as addressed below: If to City: Aviation Director corpus Christi Intonational Airport 100 International Drive Corpus Christi, Texas 78406 ph: (512) 289-0171 fax: (512) 289-025 i If to Lessee: .lerry Dean MDC, Inc. 11401 Strang Line road Lenexa, K5 ph:(4I3}327-7677 fax: {913} 327-1147 If to Sublessee: Airborne Freight Corporation Properties Department 3101 Western Avenue Seattle, WA 98127 ph: 206-$30-4844 Fax: 206-830-4743 or to such other address as may be designated in writing froze time tv time. All notices sent by certiEed mail are deemed received on the third business day after mailu~g All notices sent by Overnight delivery are deemed received on the next business day after being sent All notices sent by facsimile are deemed received the day sent. Any party inay change its address by giving native to ell other parties as set out herein. ti;Ll.E{"i-DIRIVERONICA1AL15UM(110p1EZ'L.'i.S~IAfAIIORTlE.99$Scptcmhcr2(Y, 1994 1~ 25. GENERAL PRQVYS)<ONS. A. Mineral Ruts. the City expressly reserves all water, gas, oil and mineral rights in and under the soil beneath the Premises. B. No Waiver of Forfeiture. Any failure or neglect of the City Manager or Lessee at any time to declare a forfeiture of this Lease far any breach or default whatsoever hereunder does not waive the City's right thereafter to declare a faxleiture for like or other or succeeding breaclz or default. C. Force Majeure. Neither City norl.essee will be deemed to be in breach ofthis Lease if either is preven#ed from performing any ofits obligations herEUUdez by reason of force ma~}eure. Fame MajeUre means any prevention, delay, ar stoppage due to srrilces, Iockouts, labor disputes, acts of God, including inclement weather andlor periods of rain or snow, inability to obtain labor or materials, or reasonable substitutes therefor, governmental restrictions ax requirements, gove~~menta! regulations, governmental controls, inability to timely obtain governmental approvals, enemy ar hostile government action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the party obligated to pet~'ornx. All such events excuse the perforir:arrce by such party for a period equal to any such prevention, delay, or stoppage, including the obligations imposed with regard to Commencement or payment of xental and other charges to be paid by Lessee pursuant to this Lease and the abIigation of City to deliver the Premises, D. Quiet Enjoyment. The City covenants that it has the authority to execute this Lease, that at conunenceme~ of the Lease, the City has good title to the Premises and that throughout the tertXt hereof, Lessee will have peaceful and uninterrupted possession of tl~e Prernises~ubject to its payrne3if of Rentals and other chazges and to i#s performance of the covenants of the Lease. City agrees to remedy any violation of Quiet Enjoyment caused by City or one of the other Airport Tenants and to honor Lessee's tenancy for the term of the Lease. E. Rates and Regulatiar~s. The Aviation Director may adopt and enforce Rules and Regulations, to be tusiformly applied to similar uses and users of similar space, which Lessee agrees to observe and obey with respect to the use of the Promises and the Airport, and the health, safety and welfare of those using the Premises and the Airport. F. Headings. The titles and headings in this Lease are used only for reference, and in no way define or limit the scope or intent of a provision of the Lease. G. Venue. Venue of any action brought under this Lease lies inNueces County, Texas, exclusively, where the Lease was executed and wiII be performed, H. Successors and Assigns. Subject to the ]iniitatiarts upon assignment and transfer herein contained, this Lease binds and inures to the benefit of the parties hereto, their respective successors and assigns. H:H.EG-UEIt1VY."KC)NIC:111AI.I5f3T+1101 aU1I.1'CISI.1Af RB(7RN1:.948Sepiemfier 2U. 1999 1 ~} I. No Third Party Be~uefit. N4 provision a#' this Lease creates a third party claim against the City of Co:pus Christi, the Airport, or Lessee, beyond that which may legally exist in the absence of any such provision, J. Taxes and Licenses. Lessee must pay all taxes of whatever character, i noluding ad valorem and intangible taxes, that may be levied or charged upon the Prerriises, leasehold Improvements, or operations hereunder and upon Lessee's rights to use the Premises, whether the taxes are assessed against Lessee ar the City prior to the past due date. Lessee must pay any and all sales taxes arising in connection with its occupancy or use of the premises whether Lhe taxes are assessed against Lessee or the City. Lessee must obtain and pay for all licenses ar permits necessary or required by law for the construction of improvements, the installation of equipment and furnishings, and any other licenses necessary for the conduct of its operations hereunder. If Lessee wishes to contest any such tax ar charge, that contest will not be a default under the Lease so long as Lessee diligently prosecutes the contest to aoncIusion and promptly pays whatever tax is ultimately owed. Further, Lessee must pay any taxes not being contested prior to the past due date, IC. Trash and Refuse. Lessee must arrange far the collection and lawfizl disposal of alI trash and other refuse resulting from its operation of the Premises. Lessee must provide and use suitable sealed ftreproofreceptacles approved by the Aviation Director for all trash and other refuse Generated by Lessee's use of the Premises. Piling of boxes, cartons, barrels or other similar items in, or within view from, a public area is not permitted. Lessee must comply with all applicable laws and regulations relative to trash disposal, and Lessee must pay the costs associated with trash removal and disposal. Alternatively, Lessee may use Airport's trash compactor az~d pay a pm-rata share of al] expenses related its use ofthe trash compactor. L. Terms binding nn successors and assigns. Al] of the terms, covenants and agreements herein contained shall be binding upon and shall inure to the benefit of the heirs, successors arzd assigns of Lessee and City. M, Estoppel. Both parties agree flat at any tune and from time to time at reasonable intervals, within fifteen (15) days after written request by the other party, such party will execute, acknowledge and deliver to the party designated by the other party, a certificate in a form as may from time to time be provided, certifying the followizag, as well as any other provision reasonably requested by the other party: (a) #hat Lessee has entered into occupancy of the Premises and the date of such entry if requested; (b) that this Lease is in full farce and effect, and has not been assigned, rnodif ed, supplemented or amended in any way (or if there has been any assignment, modification, supplement or amendment, identifying the same}; (c} that this Lease represents the entire agreement between City and Lessee as to the subject matter hereof (or if there has been any assignment, ~nodif cation, supplement or amendment, identifying the same}; (d} the date of commencement and expiration of the term; (e) that al I conditions under this Lease to be performed by City, if any, have been satisfied (and if not, what conditions remain unperformed); {~ that to the knowledge of the H:II.EG-DtR1V~RONtCA41LISUN1a1001[iE'CLSE:IAIK13URi~fii94$September20, 19y4 24 signor of such writing no default exists in the pexformance or observance of any covenant ar condition in this Freese and there arena then existing defenses or offsets against the enforcement of this Lease by City or specifying each default, defense ar offset of which the signor may have knowledge; and {g) the amount of rent or other rental if any, that has been paid in advance and the amount of security, if any, that has been deposited with City. N. Leasehold Mortgage. As used herein, "Leasehold Mortgage" means the mortgage ar deed of txust covering lessee's leasehold interest in this Lease given by Lessee to a Leasehold Mortgagee to secure repayment of funds advanced ar to be advanced by a Leasehold Mortgagee to Lessee to construct the Transportation TernunaJ on the Frernises (the "Project"). As used herein, "Leasehold Mortgagee" rneansthe mortgagee ar beneficiary under the Leasehold Mortgage. As used herein, °mortgage~ means any mortgage, deed of trust, or other indenture consisting of a lien an Lessee's leasehold interest created hereunder, together with a promissory note ar obligation ar bond which it seczrres. Subject to the conditions set forth herein, Lessee may mortgage its leasehold interest created hereunder, solely for the purpose of (1) obtaining financing to construct the Projcet, including any additional construction ar alteration thereof made subsequent to the initial construction, (2) refinancing such construction mortgage, and (3) providing financing in connection with the assignment or transfer by Lessee of its interest in this Lease and its leasehold interest created hereunder, provided, however, that, with respect to the financing described in clauses (2) and (3) above, the principal amount of any such mortgage must not he greater than the original principal amount of the mortgage obtained to construct the Frojeet, including arty additional construction ar alteration thereof made subsequent to the initial construction and provided: a. Such mai~tgage in na way affects or diminishes City's interest in the Premises, ar its rights under this Agreement, nor relieves Lessee of any of its obligations hereunder; b. Cinder no circumstances is City's leasehold interest in the premises subai~linate to such mortgage; c. Such mortgage covers no interests in any real property other than Lessee's leasehold interest in the Premises hereunder; and d. ~ The making of such a mortl;age by Lessee will not be deemed to constitute an assignment or transfer of this Lease, nor will a~iy mortgagee, as such, be dcerned an assignee or transferee of this Lease. e. Rights of leasehold Mortgagees. i. Na Leasehold Mortgage is binding upon the City in the enforcement ofits rights and remedies under this Lease and bylaw provided, unless, and Llfltll, a copy thereof has been delivered to the Aviation Director. ii. City Manager agrees to execute an estoppel certificate and any other similar Fi:U.IiL'r-DLR1YERa1~[[CAlALISf3N~D10D1~"1'CLS!_1AIR13oRNf:,99~Sepicmbcr20. f~399 2l documentation as may reasonably be required by the Leasehold Mortgagee so as t4 certify to the status of this Lease and to the performance of the Lessee hereunder as of the date of such cergfication. iii. Lessee furnish Aviation Director a writtEn notice setting forth the name and address of any Leasehold Mortgagee. iv. if a Leasehold Mortgagee ar purchaser at foreclosure of the mortgage acquires the Lessee`s leasehold interest in the Premises, by virtue of the default of the Lessee under the mortgage or otherwise, this Lease will continue in full force and effect so long as the Leasehold Mortgagee ar pwehaser at foreclosure is not in default hereunder, including the obligation to timely pay rent. Far the period of tune during which the Leasehold Mortgagee or any purchaser at foreclosure of a mortgage holds the Lessee's leasehold interest in the Premises, the Leasehold Mortgagee or such purchaser becorries liable and fully bound by the provisions of this Lease. v. With respect to any Leasehold Mortgagee of the Premises, City agrees that the following apply: {a} If rcyuested by a Leasehold Mortgagee, who is duly registered an writing with the Aviation Director, any notice from the City affecting the Premises must be sitnuitaneously delivered to the Lessee acid such Leasehold Mortgagee at its registered address, and if so registered, no notice of default or termination of this Lease affecting the Premises given by the City shall be deemed legally effective until and unless like notice has been given by the Aviation Director #o such Leasehold Mortgagee. {b} Any Leasehold Mortgagee entitled to such notice shall have any and all rights of the Lessee with respect to the curing of any default hereunder by the Lessee, {c} City will net enter into any material modification of this Lease affecting the Premises witTrout the prior written consent #hereto of each Leasehold Mortgagee who becomes entitled to notice as pxavided in this Section 25 N. The foregoing does not apply nor may be construed to apply to any right the City inay have t^ terminate this l=.ease pursuant to its terms. The Lessee must provide airy Leasehold Mortgagee with notice of any proposed modification. vi. If the City elects to terminate this Lease for any default by the Lessee with respect to the Premises, the Leasehold Mortgagee that has become entitled to notice as provided in this Section has not only any and all rights al'the Lessee with respect to curing of any default with respect to the Premises, but also the right to postpone and extend the specified date, for a maximum of 9Q days, farthe termination of this Lease (Leasehold Mortgagee's Right to Postpone}in ariy xxotice of termination by the City to the Lessee (Ternxination Notice}, subject to the following conditions: {a} The Leasehold Mortgagee must give the Aviation Director written notice of the exercise of the Leasehold Mortgagee's Right to 1'astpone at least ten { 10} days prior to the date of 11:1LCG-DIRWER.aNICA1ALI50N4Q1Ap1E7'CLSESAIRBOR7+lE.9985eptc~~tber20, 1999 ~2 termination specified by the Aviation Director in the Termination lriotice anal simultaneously pay tv the Lessor all amounts required to cure all defaults then existing {as of date of the exercise of Leasehold Mortgagee's Right to Postpone) which maybe cured by the payment of a sum of money. {b) The Leasehold Markgagee must pay any sums and charges which may be due and owing by the Lessee and promptly undertake to cure, diligently prosecute, and, as soon as reasonably possil3le, carriplete the curing of all defaults of the Lessee with respeck to the Premises which are susceptible of being cured by the Leasehold Mortgagee. {c) The Leasehold Mortgagee's exercise of its Right to Postpone may extend the date far the termination of this Lease specified in the Tetxnination Notice for a maximum of six fib} tnonths. {d) If, before the date specified for the termination of this Lease as extended by a Leasehold Mortgagee's exercise of its Right to Postpone, the Leasehold Mortgagee leas performed and observed all of Lessee's covenants and conditions iutder the Lease with respect to the Premises arMd no further defaults with respect to the Premises have ocer~rred which not have been timely cured, then, all defaults under this Lease with respect to the Fretnises will be deemed to have been cured, and the City's 'permination Notice will be deemed to have been withdravm. (e) Nothing herein nosy be deemed to impose any obligation on City's part to deliver physical possession afthe Premises to a Leasehold Mortgagee. (f} if more than one Leasehold Mortgagee seeks to exercise any of the rigYits provided for in this Section 25 N, the most senior lienholder is entitled, as against the others, to exercise such rights. Should a dispute arise among Leasehold Mortgagees regarding the priority of lien, the Leasehold Mortgagees must prove to the satisfaction of the City Attorney that they have settled that dispute, O< Short Form of Leasc. The parties agree to execute a chart farm of lease referring to this Lease and suitable for recording. P. Sublease. The parties agree and acknowledge that Lessee's obligations hereunder are conditioned on the delivery of a fully exeouted sublease between Lessee, as sublessor, and Airborne Express, as sublessee, to use the Transportation Terminal constn~cted by Lessee upon the Premises. A copy of the letter of cammitrnent between Lessee and its sublessee is attached and incorporated hereto as Exhibit ~G. if Airborne Freight Corporation and Lessee fail to enter into a sublease, Lessee may terminate this Lease within 60 days of notice that there will be na sublease, and the Lease will automatically terminate upon the Aviation Director's receipt of Lessee's notice of termination far failure to execute a sublease wsth Airborne Freight Corporation without further action of City Council being rewired. Q. Signs. Lessee, at Lessee's cost, may, subject to the prior written consent of the Aviation Director, place, construct, and maintain exterior signs on the Premises advertising its H:1LEG-DIRIVF:RUi~I1CAIALISOhRU1a01£TCLS!_tAlR[~fJRNF_9985c~icmhcr20.1999 23 business an the Premises, which approval will not be unreasonably withheld. Any sign that Lessee places, constructs, and maintains must comply with all applicable Taws. Upon terrninatian of tY-e tenancy herein created, Lessee shall remove any sigh so placed Bind repair any damage or injury to the Premises caUSed #laexeby. R. Radio A.mtenna. Subject to the Aviation Director's prior written approval as to height and location, which will not be unreasonably withheld, Lessee may furnish and install, at its own expense, a radio antenna on the roof of the building aver the Premises, subject to (a) any and all zoning and other regulatory laws, ordinances, statutes, rules, regulations and orders applicable thereto, (b) Lessee obtaining any and all building and other permits, licenses and other approvals with respect thereto, (c} the antenna and building bath rrlust be structurally sound and not. adversely effect the soundness ofand/or the condition of the raafat~d/or other parts of the building; and (d) any and all casts of maintaining and operating the same must be paid entirely by Lessee_ Upon the expiration ar termination of this Lease, Lessee shall remove said antenna{s} and restore any damage to the ranF andlor building az~d Premises Caused by the installation andlor removal thereof I.essec must pay for all costs for the repair and maintenance of said installation of the antenna. S. Expansiion. Provided Lessee is not in default then, City grants Lessee the right of first refiisal to lease an area of 13,2$Q square Feet of Iand as designated an the attached and incorporated E~rhibit "A" under the same terms and conditions and at the then current ~~ental rate as granted herein. Such right to expand may be exercised by written notice thereof from Lessee to the Aviation Du•ectar at any dme during the Lease. The Aviation Director will notify Lessee in writing within 1 U business days after another party submits a bona fide offer to lease the area. Lessee must execute an amended lease incorporating the additional area within 60 days after notice from the Aviation Director ar Lessee will be deemed to refuse to lease such area. 'I'. Ertviroamen#a! Assessment. City will conduct aI) environmental sails assessment of the Premises prior to start of construction by Lessee to establish a baseline for the Premises. City will provide Lessee a copy of the laboratory results of the enviro~~mental sails assessment prior to start of construction. U. If during this Lease, or any extensions, the City constructs a ramp in the area adjacent to the Premises designated on Exhibit A as "Future Apron Area", Lessee will be offered the opportunity to execute an "Apron Use Agreement", in the form Arid at the then current rental rate as other Airport Tenants, to provide Lessee preferential ramp use adjacent to its Premises in accordance with FAA Hiles and regulations. H:1i.FG-DIli1VFRat~I[CA1ALf5t)N1b] (fO~T:TCI.SEiA[RBORI~11:.99SSeptetnher 2©. 1999 ~~ U. If during this Lease, ar any extensions, the City constructs a ramp in the area atlj~cent to the Premises designated orz Exhibit A as "Future Apron Area", Lessee will be offered the opportunity to execute an "Apron Use Agreementp, in the form and at the then current rental rate as other Airport Tenants, to provide Lessee preferential ramp use adjacent to its Premises in accordance with FAA rules and regulations. ~. Terms binding on successors and assigns. All of the 'terms, covenants and agreements herein contained must be binding upon and inure to the benefit of the heirs, successors artd assigns of Lessee and City. EXECUTED an A#kest: City of i Armando Claps, Secretars+ 1993. Corpu rlsti By: pgi ~'2~. r ~'ll~Rn~3~~C" C~P.o~~~ Legal form approved on ! ,1499; James R. Bray, Jr. City Attorr-ey sy: AlisanGaila ay, Assistant City ornay,~,,,~q ~~~~~,,~~;: ;~~~ Lessee ~ ~t}~3~fi!L ..~~- MDC, Inc. ,~,.t.~~• - • - -'~;}~;;:G ~,x+i~ E By. Jerry S. Dean President I3:\I.EG-b[RLVI:ROt~11CAV1LISON101UU1E;'fCI.5E1A1R6C7RNE.94~eptember 17, 1999 ~~ Acknowledgments ~5tate of Kansas County of . ~~UUdl./'?~P~1'} This instrument was acknowledged before me fln ~~ ~~c-d~a'" f~9 by Serry S. Dean, President of MDC, Inc, a Kansas corporation, an behalf of saki corporation. a 7 . Notary Public, State of Kars CYNTHIA E. 5MIRLEY Printed Name: t ,Sht.~-QC ' Albtary Public • State of Kansas Expiration Date: ~~I~-( y _ ~~ ~~t' ~xpErei ~--~--.- State o f Texas County afNueces ~~~~ ~~ This instrlxment was acknowledged before me an by ~Cv.tY Manager of floe City of Corpus Chnsti, a Texas municipal corporation, on behalf of said corporatian- a~- 7.1.J-:~-J-•i~w~0'M1r Ate. ~.wY~wt.~ •'L--NJ1'v il+~rryf x, x - ' ., t Notary Public, State of Texas Printed Narne:_ lxpiration Date: • CY F3:ILEG-p1RIV8RpAtICA1Al.15CahilDtlldIETCLSE4AIRB{3ftNfE.99JSep~embtc 17, 1999 ~~ Y _ _ .~ _p~ C3 ~ ~-~a ri ~ ~ ~ ,. ~~ ~ ~~ .C ~~~ ~~~~ _~ ` _.R ,, ~l '! ~ I ' - •I ~ : ~ y y C I ~ ~ ~~ 6. \\ y\ .Y ';• ~k• '':: ~~; 4 ~\ \ ;~ °\ \~ ~ ~~ ~:w ,~ ` ` .\~--` ~z~ i __..~. V~-_ ~~~ ~_ b ~~ ~ >~ c~ , \ti ~, , ti ,';\_~~r f~Cl -- ~~,,T _ ~ _. -_ V ___ ._ w ._._ ~_ R . ~\~ _~ '~ a ti. ~ ~ f~ ~ ~ /~ ~~~ ~`~1 ~ i:.~ ~ !,~ ~~ f ='j :~ti~ {- ~ ~ amp ~ !. ~~ ~ ~~ U~ N ~ i ~ !1-~ ~ ~ ~ ~~ tV ~a ~~ `" ~ ~" p ~f r r ai p. ~ ~ i ~ ~ ~ i ~ ~ E ~ f ~~ ON-L a ~.. l37 ~ @ fl F. d [IC N c y-' -- s.. r m ~ A f~ ~ {~ ~ C LL ~ ~ ~ f ~~ ` ...~ _~ ~ ~ +~ ~ ~ ~ ~. __ Q Q Q QQn' L C3 ~ ~ ~~ ~ ~~~ ..~~ m~~ -~ ~~ . a ~~~~~ ~_ .__. --~ t` '! ~~ f ! :~ -` . ~! ~~ 3~z. ~ ~dr: e ' E ~ ~ ~~ ~.~ ,S~ ~~ ~q~._... __......a;~re~uia r~ ~ .. ... ~ fi~ e a ~ ~ ~ ~ m ...J M1 l ~ 1 \, _ J .;~ ~~ ~ ;~ €. `7 ~~ ~p ~~~ ~_~ ~ ~- a m ago ~- i. ~ e~ m ~~~ ~ EQ~ ~_ ~ ~~~ -rs n°6i ~ ° ~ ~ '~ (1 E ~ ~ ~ ~ ~ ~- ~~~ ~, a d O ~~ rir ~ ~~~ a r ~ ~~~ s~ ~ ~ U ~~~ W ~~Ua• ~\ _~ :~ `'f f ~ y f~ ~~~ ~ ;~ I~ k~ ~_ ~. _ ~ ~~ 1 nr. ~ ' ~ 1 t\ ti \ ` ~\ p ` ti\ 1~ ~ ` \ ~~ ` l+. ~\ . ~\ .~ . \ ti ti \ \ \ ` \ :~. ~\ ~ ~~ , ~\ 1 t~ ~\ \ \\ ~ ,`a r\ ~~ ~~ ~'~ ~\t \\\ tit ti\` `til \~\ ~.,~~: ~~ i \ .~ ; S `y \ ~` ~\`~ 4\ ~t\ `~ti \~ ` '~c~ ~ ~ ~ 4 ` \ \~ ^ ; , ~ ~~ w~ \ i: tit ~~Z f f 11 _ i ~~ ' i, ~ ~r ar /,~~i ~~ ~, -f ~ ~ --- _. ~ ... i ~ , r !~ / / ~i f ..... ~ ! ~r y~t~ j f ~ f J -- f ~~/ fi f/ % ~ . ~_ / r r/ f fJ ._ -_ /!l ~ ~J ! ~ t to ..~ ~ ~ tF'r / i~ /~ /i ._ ..~_~ ~ .- ~ /~/f - -- ~ _ : _ u ~ ~ ~Q f/ + ~ .. .. /I f// ~ - . _~.__.. fl /i .. -- --- -~ ~ ~ ~ .,f ~, {. ~f ~ i ~ ~ ~ r ._. ~ / fr !~ •% ~ ~~ .U~ G _.. ~_ ~ U ,~ , ~ r r//rf ,/i !r $ ~ e~ ~DApJaLUIU(~ ~~ f f!~` /~! /j // . r ~ ~ " , ~, -f 'r '~~- 4 _ .~.__. .rte!-. ........~... _- ~! 3~H~~F4bl`~ ~~ is L y ~ 4 ,;,: i, yl ,::' ~ ; f3 \~ .r ~ ~ _ Q ~: '~ L ~ ~ C©~ ~ ~' ~ cu ~ ~~~~ ~ "~ ~ N ! yr y.r ~~ ~ -~ o 'fi ~ ~ ~ ~ p `~ SO ~ ~~~ .~ ~ ~.~ ~- ~o~ E){I{IBIT E INSiJR..~ N~ C>~ R,EQ.i~R~~VI,~NTS S ' A. The Lessee roust not commence w©rk under this agreement until helshe has obtained all imsurattce required ltlerein and such insurance has been approved by the City Manager, or designee, ("City Manager°'~. Nor may the Lessee allow any subcontractor to comtxzence work until all sinular insurance required o!` the subcontractor has been so obtained. Each subcontractor must obtain equivalent insurance as that required of Lessee. B. The Lessee must furnish to the City's Risk Manager 2 copies of Certificates of Insurance, with the City Warned as an additional insured for all liability policies, and a blanket waiver of subrogation on all applicable policies showing the following minimum coverage by an insurance coznpany(s} acceptable to the City's Risk Manager. TYPE OF INSURANCE MINIMUM INSiJEtA1MICE COVERAGE 30-Day lYotice of Cancellation reautreti an all certificates Bodily Injury and Property llamage Commercial Qeneral Liability tnciuding: $1,000,000 CDM8INED SINGLE LIMIT t. Commercial Form 2, Premises -Operations 3. Products/ Completed Dperations Hazard 4. Contracttiallnsurance S. 13raad Farin Property Damage 6. Independent Contractors 7, ~ersona~lnjury AUTOMOBILE LIABILITY--OWN£I] NQN-OWNED $1,000,000 COMBINED BINCrLE LIMIT OR RENTED WHICH COMPLI85 WITM THE'I'EXAS WORK$RS' WORKERS' COMPENSATION COMPENSATION ACT AND PARAGRAPH [I OF THIS EXHIBIT EM1'LDYERS' LIABILITY $100,040 BUILDERS RISK Equal tci t+otai cast ofconstruction, must he carried until I. Ail Risk Farm construction is completed and accepted by Lessee. In the eveirt of future construction, Phis requirement will apply in the same manner to the total cast of construction. PROPIrRTY and CAUSUALTY INSURANCE $ NO LESS THAN 90%OF REPLACEMENT VALUE, Against lass or damage to improvements due to fire, f ightning requirement begins upon completion and acceptance of and all other perils included in standard extended coverage construction by Lessee. policies including vandalism and malicious mischief C. In the event of accidents of any kind, the Lessee must furnish the Risk Manager with copies of all reports ofsuch accidents at tiie same time that the reports are forwarded to any other interested parties, MDC/Airborne Express ins. req. 9-Z-99 ep Risk Mgmt. Il. ADDITr~,T,~ ~F~UTgEME~Ts A. The Lessee must obtain workers' compensation coverage through a licensed insurance company or through self-insurance ob#ained 'en accordance with Texas law. If such coverage is obtained tl~raugh a licensed carnpany, the contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. If such coverage is provided through self-insurance, then within IO calendar days after the date the Contract Administrator requests that tEie Lessee sign the contract documents, the Lessee must provide the Risk Manager with a copy of its certificate of authority to self-insure its workers' compensation c,average, as well as a ]after signed by the Lessee stating that the certificate of authority to self-insure rcmains in effect and is not subject to any revaeatiou proceeding then pending before the Texas Warl~ets' Compensation Cornnaission. Turther, if at any time before final acceptance of the Work by the Lessee, such certificate of authority to self-insure is revolved or is made the subject of any proceeding which could result in revocation of the certificate, then the Lessee must immediately provide written notice of such facts to the City Manager, by testified mail, return receipt requested directed to City of Corpus Christi, Aviation Department,l'.O. Box 9277, Corpus Cltristi, TX 78469- 9277 -Attention: Contract Adrninistratar. Whether workers' cornpensatioa coverage is provided through a licensed insurance company or though self-insurance, the coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Lessee will be promptly met. B. Certificate of Insurance: * The City of Corpus Christi must be named as an additional insured on the liability coverage, except far the Workers' Compensa#ion coverage and a blanket waiver ofsubrogation an all applicable policies. * If your insurance company uses the standard ACORD form, the cancellation clAUSe {b4ttOnn. right) must be amended 6y adding the warding "changed or" I?etwesn "be" and "canGeIed", and deleting the words, "endeavorty", and deleting the warding after "left". * The name of the project must be Iisted under °°Description of Operations" * At a minimum, a 3~-day written notice of change ar cancellation i5 required. C. if the Certificate of Insurance on its face does not show on its face the existence of the coverage required by items l.B {l)-(8}, an authorized representative ofthe insurance company must include a letter specifically stating whether items 1.B. {l }-(S) are included ar excluded. III, A completed Disclosure of laterest must be submitted with your proposal. Sep-IT 6Q 1Q.-0liam From-CfTY br ODRPIlS CkRfSTI At+iAT1GN DEPT 86fS89Q26f T-888 P.UY/Q3 f-448 ~~~~~~~ ~~~~~~d S~tember 96, 1999 Ms_ Bnr~nle A. Allin, AAE Director t~f Avleltiorr City of C~rrpus Cl~rlsti Departrnen# of Aviotlon Corpus Christi irttarnatiartisl Airport loaa lrt#ematl~al i~rive Corpus cttristi, Tx ~e4os Mr, Jeny S. Haan i4IlDC, ino. 1'[401 Strang line Road Ganes, iCS 86216 RE: New Airborne Freight Yarmine~l Corpus Chris[i international Airport Dear Ronnie aid Jerry: h is Airbnme's Intent to enter into a built!-to-sult lease agr~sernertt with MDC, [rra. to construct a rtew temttnel f~`litty sit thg Carpus Chris#i Er~femadoCtui Airport. We h®ve ctancluded oar market due dl[i~erlce, anti believe that the a(rp4rt locetlvn will provide Airborne a sti'eteglc lo~tlnn to baiter serve oar exis~ng customers while crantirtuing to expand our f~uglness in the carpus Christi area. As a oarpar~ie policy, there must qe $ ffrm tease agreement between nur developer and the ~irpart prior to Airbame's board appro-ra1 of t17e final build--suit lease agreemartt. 1 can assure yvu that it is our desire to locate an the Corpus Christi Airport; and ugvn M[~C`s receipt +~f en approved ground lease, we ~nrill submit the Mlr7C, lnc, build to-suit proposal for Airk+arrte's executive's review erft# tirral approval of lire Carpus Cltrigtl prcjer~t. Please aClvisg how We should proceed, cereiy, 1 f~ /~ A m H~trbuckle S(VYj1Jj,~rer-.((~/~F/'~y~.~_•. I lrstate Negotiator Pfoperties Department ~7f}1 V(+cstern Avcnu~ . PU &3x 662 r 5cattle,llVashingtori 5873 . Teicphone (~) 285-~F6pt1 www airbornr.cam ~x~~ ~,~ f CORPUS CNRiSTI INTFRNATI©NAL AIRPORT IVI4NTHLY LANDING REPORT MDNTHlYEAR CC3MI]ANY NA1Vl); SIGNATURE aF CO~u1PA~]Y OFFiCIAt_ CALCIJtATItlF1 OF MONTHLY I.ANO1hiG FEB ' Aircraft Number of Gross Larfding Total Weight Fer e tandings Wei ht Aircraft Type Tatai Lanc3ing Weight If permitted with the City of Corpus Christi: Grass Landing Fee: Total Weight 1 ~ ,04J) Ills x $1.12 Adjustment for fuel ilawage fee: Na. of gali~+ns purchased x .Oti~5 (ii applicabie~ NIrT L,4NdING FEE DLIE If Not: permitted with City of Carpus Christi: l_aRding fee due: Total Weight ! '1,000 lhs. X $1.40 CARGO CARRI)rD PHIS MONTF~ (Total pne~ntlsJ FREIGHT Enplaned ^epfaned MAIE. EnpJansc[ Qepianed EXHIBIT H Pxhib~t J Plans for new Airborne P~~ress Facility consisting of t5 pages 1 Site Overview 5 Detail of Building Improvements 3 South Elevation of Building Improvements ~ North ~Elevatian al'Building Imprnvements 3 EastiWest Elevation of Building Improvements ' .. .T*' 's .~t ... .~ a :, -', ` • ' ' a 7. "•; ~: 3~.:'~ " ~ • ~~ ~' 3' : ~. _ ., ant ~wrF a~w~ `'e •~ N •' . - ,'sue : K• ; 'a'M ~~ti ~ „'i` r~ ~~~ ~ .. _ -{ 5 -- _ .. . ._ _ .. .. _ ~8 .4 ~ ,4.6 y r: ..: S ~ ~.R~.~4'r .~•.A: ter. • ~ ~~~~ . . . ~y ~~~ 'i ~~~Fii • •i ~Y a 44rx'~~' ~ r~ ~. -µ- ~-W--~-r ,~ ~. ~ 1 ~` -' •~ / - ~4 ~ ~ ~ ~ ~ ~ `~ - ~~ ~ .~ ~ ~ ~ • ~ _ .. .E _ • ~• -. - ~ -T '~ T^ _~ ~ it - ~ '~ ~-~~, \ ~ ~o~ ~ ~ ~ ~ ~-~ ~~~ GNQ Col ~~ - ~ ~~ _ ~~ • ~{£ f!~'~'~~ Fri 7~ \ 3~ a - ti t ~~ ~i~~~~ ~~ ~11~~ ~' • d~ .~tllV ~1~ ~~iRlll~ ~ ZNM• N{~FSNVdK3 ' '11141FZt~c~ 'G Eb ~fi C i~ - ~~ - ... O .....~ w..... ~ .. . ~. A $ _~ ,., ,~ ~ - , • ~ .. ~ • i, Fr ~ ~_ ff _ . ,~ . FFF ~ . ~ ... : '~ `. fr - \~ .., . ~ - .~ ; _._ . ~ cam- - =_ . _ :.: ~ ~ ,. ~ ~~ .~~ _ ~ . ~ ~ .~ ~:~ ~ ~ . --- . ~~ ~ ~ ~~ _....i.i' .n ~ '' ;k::~~}: ` i 1:S L '+rt'~~r. ±~1 .f '•~ r r: ~,;, ~•~ ~ }, '~r~~!!~4 ~ ~ ~ ~ ~, :'+~= y~s?~r+ ~ • ~'_k ..~*. z. ss.fr'~_ , ...+~ + n ~ .. j Y Lam:. ~ "'•'•~'i ~ . `:R' - - Y 3~.« _ ~ ._ _ _ .r ~. . sib . ^i, ~ _ s . , • ~ ~~ ~ n ti ~!" ~ ~ ~ ~ ~ f~ ~? ~~11.~'Jl .7~ '. `r2k. • ~ ~.°''~ ~ : a ."w "h_ ~ ~,.' '::i;+y~s..i~L p.,'~` y:+":ALY'.. Q a k(,~1+.~~ ~~' '•,"'b'"~'r-s.•3--' v~.'x 'kiti • ~~'W .: '7~+1~I:d• 4~: •,. ; f...}~ • wf~i~i~.i ~ rat lr.v~A ti ` Xtifi~~+~ . . ,..; _ - • . . ,~4.Slt -~, J•~ ~.' , _ F _ ; ` _ yy'-fie ~ . .. - •f•' s C7-. .~~ ~ ~ ~ _ . _ ~ - I ~ ..•~ _ - . . _ .- Q ~~ ~~ .. , ~ ~ ; sL~ ,y, _ . .' ,~ 'va i •* ~ ~ ~ . ~ ~ , ~•• ~~ ~ -~~~ - - :.~ ; n S..:r ~ :1:. ..r . -~ 7 ___ -_ -_. -. _--___ -- _- _~ _._ _- -. _ -. _~-_•_--.---__. _ -_-_ - - - -- - _.- •_ - - _ - _ ~ •- _- {i !1 * rr ~ R t '. ;~P• - . .' y~ «~ ~ ~ 1 F• v _ ,.J _ ~ - '~ ~ M __ - -• ~ - _ ~. ..r _. ... ~ _ - ~. ~ ~ ~ • • • `~ • +y ~_,a'.~' =r `fir 6. r ,i1 ~ ~ _ !• .. •.n~...i~ ..-viii ~,~ ~ar.Y~ . ~~~~. '} s.'.'_ ~: eNY~~. :i}~. .c . ,' ~• _ - ~ .~ . _ .. ~ ,~ - ~ _ fi ~~ . .. _ . .. .• . ~ ~__ :• ~ N ~ . ~ __ ` ~ '~ .w+i~ arse . , h; _ Y - . ~ ~/ _ ' ~ ~.` 2 ,s I f ., ' •. ~4 ~ ,. Y ~ ~. ~ . J ,I •v. S p ' • - _w ~ ~~ - .• . .~ .~ ~ -• ~~ '~' f- _. _. - •~i!°r~~ ~~~~• F' ter. ~ ~~} ..:[;- - 'Y ~ i s ~ .ri -. - .5~ S • ~ t .• -ui .. ~1: ^ r. Y r ~~ ~l ~i - _ - ~. - -- - I . ~. '~ 3 • ~R ~ ~. y ~. ..-•~: ~. ~.. i .. , J ~ 1N i r . . ~CC' . .4 _ - . w -~. • q .. Yr -. f .K X2 ~£e 'xy ~ ~~ iF r ~ • ~. .i f ~ t ~• ~• .. _. . .~K .. .. i ` ~ _ _ 1 . r .. ~~w;r. •~ .f M: .s .~ is _ . ~ f. :f' • .~. I .. _ • .:• ,- t„ -~ - .. , . ~4 .•' r •. • ~ .~ -r r~ `• . •i t a + ~ . ~ r - ._r• F . k _ r ,, • Il•' 'Y • '• t f j i •~- •~ F.. F-~t-~ • ,~~~ _ ~ ~•• . ~~,' - +. , 3 0 •. .. • _ .~ A ,_. `Ar ~r.• . •N 1 74Yi. - y ~ _ ~. • Y ~~ ~. r ~• _ • .-L • ' . ' r O . . .: d . ~ . ~ . ~ ~ ~ rY1 ~ . - ~ ~~ ~ . ~ . ~ ~ Q ~.. ~ 0 - . - ~ __... ~ . - ~. ~ e . ~- ~ - ,• ~ 5~ - F• -4 4 4 ~ .. . e- ~ - • .1 . 4 . I. * _ ~ ' _ • .. . t _ • - Y• • ~ .. ~ •. ~ - ., - -' r .. ~ ~ . ~ t ~~ ,. • , ,~~ ~ .~ n • z .~ ~.r K.4 -'• ~' •.w • ~` "Ty;A, _i.: r=••,t, : tee v.r. .~ yr, ~' ~~ '3i;4~ir • •~ ".r~".• ` a J3 S '!a-~.V ; .'qty ;,L± Y j ,•~ ~a~",~~ _ ~ ~~•"v rte, ~ ~. := e.r ~ ~ _ •%. .. . ... ~ •. a `i , •~ ~~:. -... - - ~ 'w _ r ,f.~ •~ 'a .. • ~ ~~ . .f' ~~ _ ~ ~ ~ _... . ~ _ ~ {~ i~. Y .S ~x ~ `,gin . `., f . _ ~ ~~~, • ~~~'~ ,~„~, ~ .r..'~ . e ~- r ~ _ ~ F'. ~ - Rr SY'tr~'}~nF r ~5y .4ry. +~.i! .. . as s ti,r a e,h •• ~ _ . ~,.x _, S. _~f Q . •r . . ' ~ . ' T. '~ . ~.. t .. _ i i~ O ~ _ .. i ~ + .. ., ' ~- ~ .. ~ - --- ' ~ ~. ' •. - f, ~ r p ., ' ± .. ~ • _. _ n. •----- E ... f f ~, ~ T J t s ~r ~ r . ~ .t .--.._ ~ i .~-~ ~ ~ ~.~ ~ ~~ ~~ :.. • _ ~ ~~ i ~~•_ ' - - w a: ~ ' + i` . ~ . .~ - ' ~ -" ~' ~ S - - . •L _ ~ _ •_ . _s j _ • ' ~~ -~Yti . ~.. ~- Y~~ {,' ..' ~ . • . _ r.rr~~ V~ _ •~~ ~~•1 ':{ - t ~: ..._, ._- ~ f~ ~ ~ ~ __. =~ - t f f f Yi, '~.~~'• ~ • r •. •?~~•y-r ~ T 1' F .~~r~•. . - • '- ~ ~•-' _ • r ".' .~ `. •c ~J f - ~ ~ :.yr-:. • ~. .. - ,r : ~ _ . _ ., .~~ .- ~ r ~ . •~ `tea: _ L ~ ?•~ •Y ; ' ' ~ - ~ } 1. - ~~! . 'i r ''... ~ ~r~" L , „ L~ 1 1 ~'~,~,'~ ~;• 1 .~' :~ ~ ~ ~~ ~, ~ ~a~ ~ ~ , „~ ..' a , V • ~ ~ [ ~ •r • ~ ~~ . •} 1 ~' - •~• •~• r ~'•~x'`'~ ~ ` !4 - ~s':k~7 .Lti.le°e~ _ r: a •~ tiY ~. r..Fi h ..~~ ~y '~ ~ .. fir"~ ~~ 'gip :~K.`..~"~k~' ' .'w ~. ~• `V N ~ ~. . ~ ~r, -. "~"^ 1~ ff,~++~~ .~~~ yyam~, ' • • . • . ~:. i i ~. ~~ :-""--'ice +. .. wry o li/ .• , .~ ~ ~ _w~ ~i • I~ tiiY i~ . ' ~'?~ 1 ~ 7 LLE ~ , ,~ .~ ~ ,~. .. ~- s.. ...... .. ~ i ~ €~ i ~w ~~ ` ~ i .. i- - ~' ~ •• ~~ , ~ _ ~ ' .. ~ ~ :CSI fy,• • • '1 .. - _= ` ~ ~ •' ~ , + -. . - , ~. ~ , ~ - • • - ~ _ ~ ~ ~ a - ' VV' ~ / • • ~ • - „ f i~ ~ _ !~- . ~~. ~P ~, ,- - i ~ - - ,, r.' =. _ ,4ti ' :'pl ~kn'Y • .z t,~ ~: i4~ !T~: : ~~ .i.~.. ...x .•~! ": ~ ~ . ~i...t~rS~t~y `~S ~~ emus YKSeq;i andau~ Ma Y ,1.8grlt1lV 'iVND]yYNU+Id~iJi fYSR1i;.7 Sfld20.]~ ~~~ ~ ~ ~~ ~• o ~ ~4' ~r y`i ±i "} 1 9 ~~ ~~ ~_~ , _E ~~ ~ ;~ ~ ~ 4 r :91~ ~~, I- ~~ ~rto~Se7 ~odx~ $~sCXg _ a ~~ ~, o .~ U U U ,~ ~~ ~ ~ ~ ~ c~ ~~ E i i ~ i _,d~__.__J~..,~,r _ _,_L ____, i ~ tb I ~ i Es ~ i i 1 ~``~ p,~f ~- 'A ~~ ~ mss' a .~~~. q..4 HJ 1 ~ r " - r .. _: a! ~_I ~ g ~ _ ~ ___- ____~_ __ _ __. ._ _..- ~ ^ j i ~ ^`z-~. .sL _ ~~- -'~-~- ~ - z f N a ,f i~pipi ~~IL ~ ~ - i ~ ~- ~ ~ ~ L i FF F~ --I ~s i ~ r'~~ , ~ ~ ~ , ~ L_...1 ~~ ~F~S u ~ a ~ a . exHiBiT B ~IDC a a~ 3 FIRST AME~iDMENT TQ LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT (the "Amendment") is made this 28 day of avrc,~ , 2000, by and between 1VIDC, Inc., a Kansas Corporation, with an office at 11401 Strang Line Road, Lenexa, KS 46215 ("Lessee"), and the City of Gorpus Christi, a Texas home-rule municipal corporation ("City"). WHEREAS, City and Lessee executed a Lease agreement for vacant Ground at the Corpus Christi International Airport, effective on December 19, 1999 (hereinafter collectively referred to as the "Lease"}. WHEREAS, the parties have agreed to amend the Lease to provide for various agreed changes as set forth herein. NOW, THEREFORE, in consideration, of the Premises and for good and sufficient consideration passing from each of the parties hereto to the other, the receipt whereof being hereby acknowledged by each party, and in consideration of the mutual promises contained in the Lease and in this First Amendment to be performed by the parties hereto, and each party intending to be legally bound hereby, it is agreed as follows; 1. Section 2 Term is deleted in its _ent_rety_and a new Section_2~is-added- in-its-place,-which -- - -- - --- ~ -- - reads as follows: The Tarim of this Lease (the `Initial Lease Term") commenced on December 19, 1999, and continues through a date fifteen (IS} years and ten (10) .months from that date, unless earlier terminated under the provisions of this Lease. i. Unless the automatic renewal pzovision described hereafter in this paragraph is cancelled, this Lease shall automatically renew for three additional S-year periods, based on either the standard three year escalation factor for Ground Rent if additional capital improvements have been undertaken within the Iast five years of the base lease or proposed for the first extension period oar based on a FMV Ground Rent on the Premises if no capital improvezr~ents have been undertal~en or are proposed, so long as Lessee is not in default of its Lease. The City Manager must approve the methodology for the proposed extension, which approval must not be unreasonably withheld. ii. The automatic renewal described hereinabove may be nullified upon the City's receipt of a written cancellation notice sixty {£Qj AmdU4ag.dac March 28, 2~Od Page 1 days prior to the end of the then current terns. Such notice shall only be effective when executed by an authorized off cer of both the Lessee and GE Capital Public Finance, Inc. "GECPF" as long as any amounts due and owing by Lessee to GECPF under the $1,100,000 Corpus Christi Industrial Development Corporation, Industrial Development Revenue Bonds (Airborne Freight Corporation Protect) Series 2040 the "Bonds" issued to provide funds for the construction of the Transportation Terminal remain outstanding and unpaid. Upon the payment in full of all amounts due and owing in connection with the Bonds, such notice, if otherwise properly given, shall be valid when signed only by the Lessee. 2. Section 13. (B) the Lease Exhibit K is deleted and a new attached Lease Exhibit K fully illustrating the AOA areas is added in its place Section 17. (B) anew sub item (7} is added to read as follows: All notices of default or termination under the Lease --- affecting -the_ Premises_ given -by City must-not be-- - - - -- deemed legally effective until and unless like notice has been given by the Aviation Director to Sublessee as provided in Section 24 of the "Lease". Sublessee shall have any and all rights of Lessee under the Lease urith respect to the curing of any default hereunder by the Lessee and Lessee's Sublessee. In said event, Sublessee shall assume ail obligations of the Lease as Lessee. 4. Section 20. (C} is deleted in full and a new paragraph is added in its place, which reads as follows: Lessee must immediately correct any hazardous or potentially hazardous condition, caused by Lessee or its Sublessee, after receipt of notice from the Aviation Director. At the Aviation Director's discretion, Lessee must close the Premises, or affected portion, until the hazardous or potentially hazardous condition is removed or corrected. If such hazardous condition was for any reason present on the Premises prior to the date of the "Lease" or the hazardous conditions are present on the Premises as a result of the actions of Lessor ar its officers, employees agents or contractors, then to the extent allowed by Texas law, Lessor agrees to indemnify, hold harmless and defend Lessee, its Amd04-ag.dne March 29, 2000 Page 2 Sublessee and their respective directors, officers, employees, agents and contractors from and against ar~y claims, judgments, liens, damages, penalties, f nes, expenses, liabilities, ar lasses arising during or after the Lease Term which are in any way related to any leak, spill, discharge, emission, or disposal of any hazardous condition. 5. Section 25. (T) is deleted in full and a new paragraph is added in its place, which reads as follows: City will conduct, at its expense, an environmental sails assessment (the i`Environmeatal Audit") of the Premises prior to start of construction by Lessee to establish an environmental baseline. Lessee shall have until thirty (34) days after Lessee's receipt of the Environmental Audit to give notice to City of Lessee's approval or disapproval of the Environmental Audit or any information ar cancIusians contained therein. If there is any defect ar item contained in the report, which is reasonably capable of correction, City shall correct such defect --or-item to-Lessee's-satisfaction.- If City-is unable or - - - - - _ _ - - - unwilling to care such defect or items within said thirty (34) days, Lessee may either accept the Premises in the condition which City is able to lease, without renal rate abatement ar terminate this Lease by providing to City written notification to be delivered within sixty (64) days of the date Lessee has delivered to the City, Lessee's notice of its disapproval of the environmental audit. 6. Lease Exhibit J, Page i is deleted and a new attached Lease Exhibit J page 1, is added in its place, fully illustrating haw the site area fits into the existing airport layout, 7. Other Provisions. It is understood and agreed between the parties that all other terms, conditions, provisions, and covenants contained in the Lease, not inconsistent herewith, remain in full force and effect and are hereby ratif ed and reaffirmed. AmdU4ag.doc March 28, 2UI3D Page 3 8. Counterparts. Tlus Amendment No. 1 may be executed in any number of counterparts, each of which will be deemed to be an original and all such counterparts taken together will be deemed to constitute one and the same instrurraent. IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 this day of 2000. ATTEST; CITY OF CORPUS CHRISTI Ar~nanda Chaps, City Secre ary Ge ~e~. Noe, Deputy City Manager Legal Form Approved on ,~,8 n1 , 2000; James R. Bray, Jr., City Attorney By: Alison Gallaway, 'rst Assistant Ci Attorney. - _ - -- - - - --- MDC, Inc., Lessee A Kansas Corporation ~ff`~FT4R e: . ~ J ~rr~l Si AmdOA,ag, doe Mereh 28, 200D Page 4 ~'. a r . • ~~ •., . .. N,letes artd ~3auncia Daso~siptian ' ~ ' Y:Q.W. Acrc Tract . ~~ing t.~11 tictr/a of hand, m_nre• gar 3h~ : .:' ..~ Slacks, recnrcied in Vc~1c~n1a ~, pa~o S~. lY.Cup HeCar~s a~.Nuoccs~C~a # ~.~ Ru$ge]i Fatm a pant of a .1.5~S3.O~I~acro •ri~ct convay$d•'W th~•Cit o T'~s+ aad bc~u~ bo9rig gut vF 8loc~ • 2I ; -~~,••~ ~iiiiei'ti~ ~' • Y f C"~'~ t'hrfistt, said 193 t32] ~ trot i~x#ioaa oP Lats f, 7, ~d I,0 inf... ~3p~ A:skcy Tract o~'~si~ 7.C:'>~~all ~t~ SlaaIts, ~rret ><:c~lley, T~c~r. rexuctlcd iri ~olitme S, Pago qD, M,a Recarsls Df Nuccaa County, •Ta~s, twa 'tr~tat~. r~3cpxded m Vctluma lir#i, PagQ ~Uy, Dew Racarda of ~aeccs anu~-, '~oxas, twa trec#s Yoltttac .1G89, Paga 7Q7, Detsc'1 Retards a#' T~Tuac;at ~dr~ y T$xusd $~d ;9 541, aAd bciatg morr+ garticularYy dcscril~d by mews attd har~n~is us folloVir$• acra trstrx ~~ir~rtin~ :~ a S/~-inch rad set~far;', `~ ' ~i.~~~, ccrrier. of this tract, ssld aomcr bot~~ S 8~°24'~4" 13, G989.{tl fact from the northwo$t .cnme~ oT a~stid I959.Q2T ,~ tract ~d said xtoarthhwa»c warner bsin~ am the c~~:l~~~i~~ic#cttrrl#''3~c~ad~~~rid hasrning 3 ~8°28'~fi"'~I, X9.95 foes, Pxom s Poxutd 5l8-ina}~ ia+na mrl; ` '. • . ThGrtca 545°04'43" ~, twd runrdu~' -G7.t]D - fep# l~rpcndlctrlurly saurhwest of and parallol tn~m Rha ~;,ent~rl3rta..ofi~t~n #~iz3son:Ds~uor~27..#1D_~~~-ta~ a s,~ S!8-iach ir+ao and far the cast cornar at` this ixaut; .. •- •• ., _. ,- 8 ~t<~ _ _ this_~ _ ~~ aat,,.5t _ _ axon i~ f - _ at; - - - . • _.:. r. _ car tnc-swath- comer rof Thatice N 45°aU`.D'9," ~*?~U~'7 . _+:~e:::.:• :.. :.::.-• • . fit, •~. foct*:tQ >s.sa~; ~S~inoh ixws and far a garner aP tlrfs 4 i~CS71 .~ ~7 ~4~7+..i 1!' r1' ~3 r .. :.._ . a..~:S .i:: ;t•~a1 .'.i .~ . , ..Dfi•!'eet,•i{?.axei5/R-I~cl1 " : ,.i, ' ~ ?'~' P"r u ccutser of this tr~re;t; a~~Pr1t~LS.~.~~aD' t e.:::., i, C, 74 : ~! a• .;?.r.,~:1:, ~!'s y~ ?i~Te' •.: -~ ,:: i:' , ~. ~7: W;~~,+~.~.~a~,.tt~~•.~/+1~-~1L'~i 4~4iilb L' ~. , ';•, ..• ~ , . ~:~Q~,~:GOT~~T 11`x{; , ThanGC 544°StJ.'SZ_"••1nl$ ~~ ~Q••~~: '•~:~.' q~:~:.J-w~tit:r-::.ii.,~ , • -_ ~cet, to a scs rtii•inch and foar a coma of this tract; Thanes 1V 45°~?p'49,..~, • • ~' ~, ~•::: • . 24.4(}.feet, ta• a~sct Sl8•~nch rod fora. caraer of this ~yy~/~ , Thottcc •F'! •'~~~/.7 ~~~" ••• :i•~~' 1 ~.:.~..h. ~~..~ {x'..s~a.:L'"i .~j•.. ~y"'•~ .:4- 1#ii1~F~~ • . , . _ $! 2DG~SQ 2~at,.~o .a wet ~/.8; inoli rad i~ fl carneu` oP this tt~cr, .TZICIIC~ ~ ~d~~~'v~:C . ~r''~~'~~ ~1Y~h~~ ~ ~t,~~~N1~~:TRI~.,~r ~ ~RmCT Dit tEt1$ CrbiCt~ Thence SS1,S~1." .•8 5-~} Ott Sl,~ , c ., ... ,. ; ,;~ • i? ~f~~t.ty. a ~xri h•rud fgr a corner of this *~~/ ~y ay ~T ~1ry• h•~ly.• '•~ i t.f • ~ y `I M4~i~ pp ]~ w ~, /- ~` ~~h•.~~,t'c~r u t:ornar caf this tract; Ttsaur^Y ~S "f"~Q~7'wl~~F •# ~ .I•' • ' . . ~.a•. '' :':i,•L .:~ : ' . anncs of tancl, more ar.3eae.... .:~; ~~' Ua _ ~ ~°1'Ot':ai:6t"$iglting tend cartt~ning 1.3t X - ;' ... :~.-iii' ~. ci•'j .i~; •{. .L'.41Y`.~'{:~I + . ... . .. ,. r;;..'ti., ~..~ :~• ~~i~.. \.. ~ .. . Alison Gallaway-exhbE.a.jpg ~- ~ ' Page 3 Exhibit A: Premises Mdv~tern Daelapment Corp. Ahbarne Eaprrsm Fadrtlyar Capup Chritl IrrtanafivnolRlrpprt !Ulyroh 20~ +om+.ra~ ava.e.ezs - ..-...tee ~ ~ S4r~80~J1'W ~7, • nkMpIOYI ;r~i b'~ i ,= lIAM s' .'°..-Carlcilfa~:ir~'`'` ~i~`: -',p~sr~p~.r ~ _ .~*'..; •'~ l~ii '~ .r: di rr~'r. ~~" f':'r !. th, - - ,~ ~_~ ~ -r ~+~ rr • i~rr -•~r ,r i~f r 5 R _ -:-,. °y~^r: :' .IIar;EF' , nat{~p' %,% llta~Ma~~i6it ': w ~ '»"~cy- v:r,'~-`: _.~~•. :.~lr `"i •ii~rS44"~:a'I'W 36A `~ f 1~f ~rr.• !~ 96* 2.? ~ ---. .1~~--.._'„~ -- r: ~'t'~yd t ...!-` _'',a -f !~ •; r'% +• • r r~~ ~'~'rj !~ '' ~-- ,kE ct 'i r %,~ F •'96D AhdTw,4i.~3r ,/r~ ,. Wes.: t ~'''~3_ - •'~ _ _ ~•~ rr .: •'.rr ~ I~ b ~ ~ ~k~-. Nuidinp.= j •;~ ,:-~_ y. - .' •' 54!1~66'S'I~IV''~6.~~'. ~~~ : r~. -- .~y.v '._~r. ~,~ R ~_~ ' x rr. ~, `s _ .: Za 9a 8 ui[t Arivaie-Tax~.Lane~ ~ n -.. - x' - ~ c ~ N$4jt~G'61:11('''~re.gaj Sri tldr141aKrn'w~Aree~~ •__ _ _ - N464 (~'pp'1llr 3tl.0Er N3d`ET3rE 4'I~!` Total Leased Area:82,435 s.f. (1.911 acres) ~~~+e1E~3~m-'~ Premitxa ~ Reference ai67' from and perpendicular to tha centerline of NarthwesNSoutheast Pinson bdve, rs3' {rom and RlQhtofFhrdRetGsel perpendicular oche centerline o{(fdarlh9asl-9authwest) Pinson Drive. ~ FrtureApran . A ison Gallaway - '~chlat.b.jp~ Pa Exhibit B: improved Property AAtlv+eetern Daelapment Corp AIrt70fne E~teea fadlly Ct Cgrpuo Chrirti IrddnatrcradAirpork trb~tr 2000 277' ... _r ,.. :~ a l p a l l 1 1 1 tlCAl~ ~ ~ ~~~-. _ 'rr Y.~ Rs7~_ -~ ..s -vim. bMv. 3.: ~'L:r~~i~i /~1+ a ~Nnt~resvad= ~ ~' ~ ~ ~~aBtrlldlRg ,_. ~~~re~ NA4'00'41"E 3~' P /~ rra-n,to~^,,.,-ar~ ~~~~w 33.E ~ - ~ S~ 07'aTtdr 41.19' - K,~~~ ~ ~-~ ~ ~ .T48a 13uilt.Prera;e_T.axil-:~n~• • ~ . ._ __ ;~ ~ ,= -"~. ~~ x , ~ twa'sst'6t'w aaesa ~~:~~ ~ ~ ~~~~ pm ~ ~ tEarMarneiFAroo N raaare ai.zr t~ m~oorw 9G.Oil Total lmprovadArea:68,895 s.f {1.5991 acres wad~'Ste 9sm' Q Imprnvee! ~ Reference at 67' from and perpendicular to the centerline - of fVorlhwest-Sauiheast Pinsart Drive, 53' from and perpertdiculartache centerline o€ {N9rthgast-Southwest) Pinson Drive. i Alison Gallaway ~- Exhbt.c.jpg Page Exhibit C; Unimproved Property riritlwentem Ueuelopntent Cqp, Ik4borna 1:771!!73 FcQldl+td Carpu7 Chratl111EanatlonalAllpat J ~ ~>«, Boa S!«.MflO.~IMbYR~ ~ s416061"7n1 27r ~ °nkn~°~ ~ i 111 ~ ee~7. s ~ Conerefe $ ~ ~ ~. ~ ~ lmpraved ~ ~ ~~ C ., r... ~ '. , :~. ~SiF T ? 6 -~~ : -~ t4 7x ~- concrete i~Ft4'!fa'6t"E 3~' r Iwd~ m'cs2w ao.aa Total Unimproved Brea: ~! 0,2T5s.f. 0.2323 acres) ~ Reference at 67' from and perpendicular to the centerline of Nnrthweat-5outheas# Pinson Drira, 53' from and perpendiculartatha centl3Aine of (Northeast-Southwest) Pinson Elrivg. etine ~- Ila-Itlorane7t &ao 1'Vil3dE1' ~ s6a m'~y a+,2a ~~7'tk 2m.e7 n To 8e Built priirate Taxi Lane ~ _ ~ rw~'ewai'~Itr ~aa.aQ ~ ~ ~a z i Inn•Mauan ant Atee ri~srars q~~ ~a ie aa m t ~ - ~ ~~J UrtYnpraved htlM~Xb'16ul;six Az ~ ~ ~ ~ v ~` ~ ~ ~ ~ ~ °m~ ~¢ 4~ ~ ~ ~ Q ~ ~~~ 0 eu~~ a~u 8u~x~ ~ eu~~ aoua Bu~s~x~ s ~ Q ~ a s e- g. ~ ~~ a ~r¢ ~ _~ t3 ~° ~ - o ~ ~~ ~ ~ _ ~~~' ~ ~ ~:. Q.U ~ Q ~ Ql 9~ ~ m O w '4 y~ ~ ,.1 .C ~ ~~ ~ ~ ~~ ~ ~ ~ ~ ~ ~ ~~ ~ ~ ~ _ p ~ ~ ~'4 W -~: -~ - - __ ~'a`4go - -- __ _ _ _ _ _ - - _ _~ ~-~ rq __ 3 0 ~ ' ~,~~o I` ; ~~¢ ~' .~ ¢ ~, ~~~ ~ $+;a°~ Q C ~ i '~~ _.~ ~. i s j i ~ W ~. a~ c ~ ~ E ~ F ~ •C I~ i ~ ~ 1 I ~ ~ ~ O d E U d',~ZLL m 'E C l6 ~ a it V ~ ~~¢ C ~' Q .L ~ U ED C -~ ~ L? O ~ Q '~ Y ` ~ Q ~611~ .. a ~ o o C E n ~~cn~o f .., t . v $ ~ ~ I t. 's y. ^ ~ ~wI .05 4 penoldw~u~ i l` L~ I351hANl 3AI21a 03NId NM~f ~~ EXHIBIT B ~p,~, 3 0~ 3 assiGNIKENT ANn AssUM»oN OF LEASE AGREEMENT ~ AND SUBLEASE AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT AND SUBLEASE AGREEMENT, dated as of 7nne 1, 2000 (the "Assignment Agreement"), by and among THE CITY OF CORPUS CHRISTI, TEXAS, a Texas home-rule municipal • corporation, as lessor {the "Lessor"), MDC, INC., a Kansas corporation duly organized and validly existing under the laws of the State of Kansas ("MDC"j, as lessee/transferor and MDC CORPUS, LLC, a limited liability company duly organized and existing under the laws of Kansas and duly authorized and qualified to do business in the State of Texas {"MDCC"), as lessee/transferee ; • WITNESSETH: WHEREAS, the Lessor has agreed to issue its Bonds for the purpose of financing the construction of an air cargo facility {the "Facility") on certain real property (the • "Property") located at Carpus Christi International Airport a.~d to pay the casts of issuance of the Bands; and --- -- - - - WHEREAS, the Facility and the Property, as more fully described on Exhibit A attached hereto, are collectively referred to herein as the "Facilities"; and WHEREAS, the Lessor leased the Property to MDC pursuant to a Lease Agreement dated as of October 21,1999 (the "Lease"), by and between the Lessor and MDC, as lessee; and ~ WI~REAS, MDC subleased the Property to Airborne Freight Corporation pursuant to a Lease Agreement dated as of March 28, 2000 (the "Sublease"), by and between MDC and Airborne Freight Corporation; and WHEREAS, pursuant to Section 7 of the Lease, MDC's interest is the Lease may not be assigned without the prior written consent of the Corpus Christi Gity Manager; and • WHEREAS, pursuant to the Sublease, MDC's interest in the Sublease may be assigned without approval or consent by any party; and WHEREAS, MDCC has requested and the Corpus Christi City Manager has ~ approved the assignment of MDC's interest in the Lease, iwcluding the leasehold interest in the Property to MDCC; and WHEREAS, MDCC wishes to acquire all of MDC's rights and interests in the Lease, the Sublease and the Facility; and {t:~»9os.ooi~~zs.uocz} ..r WHEREAS, MDC and MDCC wish to implement the assignment to and • assumption by MDCC of the Lease and the Sublease; and WHEREAS, capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement among GE Capital Public Finance, Inc., Corpus Christi Industrial Development Corporation and MDCC. ~ NOW THEREFORE, THIS ASSIGNMENT AGREEMENT WITNFSSETH, in consideration of the premises, the assets, properties, goodwill and business of MDC and other good and valuable consideration, the Lessor, MDC and MDCC do hereby agree as follows: r Section 1. MDC does hereby transfer and set over unto MDCC all right, title and interest of MDC, as lessee and otherwise, in, to and under the Lease as the same may have been modified, amended or assigned, to have and to hold the same unto MDCC, its successors and assigns, from and after the date hereof, for the remainder of the term of the ~ Lease. _- _ _ _ _ __ Section.2.__MDC does hereby transfer.and sek over into-MDCC-all-right, title--and - interest of MDC, as lessor and otherwise, in, to and under the Sublease as the same may have been modified, amended or assigned, to have and to hold the same unto MDCC, its ~ successors and assigns, from and after the date hereof, for the remainder of the term of the Sublease. Section 3. MDC has not heretofore assigned, transferred or encumbered, and shall not have assigned, transfer or encumbered, such interest in whole or in part. • Section 4. MDCC, in consideration of the execution and delivery of this Assignment Agreement does hereby assume, effective upon the date hereof, for the benefit of the Lessor and MDC, from and after the date hereof, all of the terrns, covenants and conditions on the part of MDC under the Lease and Sublease to be performed from and after ~ the date hereof. Section a. The Lessor hereby agrees that the Ground Rent Adjustment of Calculations {as defined in the Lease) payable under the Lease may be adjusted in connection with the Lease Assignment and Sublease {as defined in the Lease) effected under ~ this Assignment Agreement. Nothing contained in this Section S shall be construed as a waiver of the Lessor's right to Ground Rent Adjustment of Calculations in the event of a Lease Assignment and Sublease subsequent to this Assignment Agreement. {~:l~s~~9os.oot~~as.tioc,2} 2 C~ Section S. By the Corpus Christi City Manager's execution hereof, the Lessor ~ consents to the assignment by MDC io MDCC of all right, title and interest of MDC in, to and under the Lease, including the leasehold interest in the Property. Section 7. This Assignment Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Texas. r Section S. This Assignment Agreement shall be binding upon and shall inure to the benefit of MDC, MDCC, the Lessor and their respective successors and assigns. r • r {~:u~~7sos.001136b2s.000,2} 3 • THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT AND SUBLEASE AGREEMENT is executed as of the date first hereinabove written. MDC, INC. • • • • • • i • By: Jerry S. Dean President • ~~ ACKNOWLEDGMENT ,--, ~~ STATE OF KANSAS ) SS. COUNTY OF JOHNSON ) ~ BE IT REMEMBERED that on this day of 200D, before me, the undersigned, a Natary Public in and for County and State of said, came Jeny S. Dean, President of MDC, lnc., a Kansas corporation ("MDC"), who is personally known to be the person who executed the foregoing instrument of writing as President of MDC, and duly aclmowledged the execution of the foregoing instrument for and on behalf of MDC. • IN WI'ITTESS 1~VHEltEOF, I have hereunto set my hand and affixed my official seal the day and year last above written. Notary Public My commission expires: ~ WANDA K. GhtFi1STENSEN Notary Public aeo a ~ s My AppL Exp. Feb. 23, 2aD4 {I:lksl'1908.001~36625.bOC,2} r, .~ _~ THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT AND SUBLEASE AGREEMENT is executed as of the date first hereinabove written. MDC CORPUS, LLC 1 B. Jerry S. Dean Manager Member { I:1ks179Q8.OQ 1135625, i)OC,2 } ACKNOWLEDGMENT • STATE OF KANSAS } SS. COUNTY OF JOHNSON ) • BE IT REMEMBERED that on thisday of 2UOQ, before me, the undersigned, a Notary Public in and for said County and State resaid, came Jerry S. Dean, Manager Member of MDC Corpus, LLC, a Kansas limited liability company ("NOGG"), who is personally known to be the person who executed the foregoing instrument of writing as Manager Member of MDCC, and duly aclmowledged the execution ~ of the foregoing instrument for and oa behalf of MDCC. IN WITNESS WfIF,REOF, I have hereunto set my hand and affixed my official seal the day and year last above written. • My commission expires: ~ WANbA K. GH~itSTENS~N Notary Pubflc My Appt Exp. Fed. 23, 2304 • • --~ .~ f I:1ks17908.OD1136625.D OC,2} Notary Public ~~ THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT AND • SUBLEASE AGREEMENT is consented to as of the date first hereinabove writ#en. CORPUS CHRISTI, TEXAS ATTEST: • BY~ City Secretary iry Manager Legal form approved an _ _ ~v~,L. 5 , 2000; James R. Bray, Jr. City Attorney • -, .__. • • N • By: ssistant City Attorney ,• ACKNOWLEDGMENT • STATE OF TEXAS } } SS. COUNTY OF NUECES } This instrument was aclenowledged on C- ~ , 2000, by David Garcia, City ~ Manager of the City of Corpus Christi, Texas, a municipal corporation, on behalf of said corporation. .,, ~ ;'~#~ ~ ANNA f~i LEAL `' ~ MYCONikUSSN3NExPIRES Notary Public ~~~ ~'s°0s State of Texas • _~ J