The URL can be used to link to this page

Home My WebLink AboutC2010-393 - 10/12/2010 - Approvedi i f r Ground Lease At Corpus Christi International Airport Between City of Corpus Christi And Corpus Christi FXG, L.L.C. 2010-393 Ord. 028801 10/12/10 S i ~ CC Developments 1, LLC 1 ~~~~iJ GROUND LEASE This ground lease (the "Lease") is made effective on the latter of the dates on which the parties did execute this Lease, by and between the City of Corpus Christi as lessor ("City"} and Corpus Christi Developments 1, L.L.C., doing business as Corpus Christi FXG, L.L.C., as lessee ("Developer"}. WITNESSETH: WHEREAS, the City owns the Corpus Christi International Airport {"Airport"}, located in Nueces County, State of Texas; WHEREAS, the Airport is managed by the Director of Aviation ("Aviation Director"); WHEREAS, Developer is organized and existing under the laws of the State of Missouri and is authorized to transact business in the State of Texas; WHEREAS, the parties hereto wish to enter into this Lease for land on which Developer shall construct a distribution facility and related improvements, including vehicle parking areas, for the purpose of operating a package collection and distribution business ("Project") to be leased and operated by FedEx Ground Package System, Inc. (the "Sublessee"); NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows: AGREEMENT: 1. Premises: City hereby leases to the Developer the land located and more particularly described in the attached and incorporated Exhibit A {"Premises"). The Premises includes approximately three hundred fifty six thousand three hundred twenty (356,320} square feet of land, together with any existing easements. 2. Term: This Lease shall be for a base term of thirty (30) years commencing on the sixty-first (6951) day following final approval by the City's City Council. Rent will be abated for the period beginning on the commencement date until the dateyof beneficial occupancy as determined by the issuance of a certificate of occupancy by the City ("Certificate of Occupancy") or September 1, 2011, whichever is earlier. 3. Option: Developer will be granted two (2) ten (10) year options on the Premises at the then fair market rental rate subject to approval of the Federal Aviation Administration {"FAA") and other terms as set out hereinafter. 4. Contingency: This Lease shall be subject to cancellation if the Developer and Sublessee do not execute a build to suit sublease agreement on or before October 1, 2010. 6. Improvements: Developer shall provide the City with "as built" drawings of all new construction ("Improvements") to assist in future rent calculations. 6. Incentives: Upon the issuance of a Certificate of Occupancy far the Project, the Developer will be granted by the City a payment of Fifty Thousand Dollars ($50,000) as an economic development incentive, to offset the costs of developing the Premises and completing the Project at the Airport. The $50,000 payment shall be paid within thirty days after the receipt of the Certificate of Occupancy. 2 7. Rent: Rent is due and payable on the first day of each calendar month of the Lease Term. Rent will be assessed for the gross square footage of the Premises and paid on an annual basis to the Airport at the address shown in Section 30 of this Lease. The rent for the period from the effective date of this Lease until September 1, 2011, or the date of beneficial occupancy, whichever is earlier, will be zero dollars ($0.00). For the period from September 1, 2011 or the date of beneficial occupancy, whichever is earlier, until August 31, 2016, the rent will be nine cents ($0.09) per square foot per annum. Effective on and after September 1, 2016, rent will be adjusted every five (5) years based on a fair market appraisal with a cap of a 3°/a increase over the preceding five {5) year period. The City reserves the right to adjust the rent in accordance with its adopted policy for the Airport or FAA requirements subject to the 3% cap. For purposes of determining the fair market value by appraisal, the Airport will submit the names of three (3} appraisers that may be considered and the parties will jointly select one to perform the appraisal. The recommendations of the selected appraiser will be final. 8. Agent: The City Manager appoints the Director of Aviation or his designee ("Aviation Director") as agent to receive all rent, notices and reports under this Lease. 9. Use of Premises: Developer shall use the Premises for the purposes to develop, construct, and operate the Project stated above and for no other purpose without the express prior written consent of Aviation Director. The Improvements on the Premises shall be Used as a sort and distribution warehouse. 10. Parking: The Premises may be used for parking the facility's business-related automobiles, trucks, vans, trailers and similar vehicles without the payment of any additional fees to City; provided, however, that Developer shall comply fully with all of Airport's rules and regulations for parking and vehicle usage at the Premises and shall require the Sublessee and all other sublessees to do so. 17. Signs: Developer may install City ordinance compliant signs or other corporate identification of the business on the Premises at its sole cost; provided, however, that the Developer has obtained Aviation Director's prior written consent as to the size, type, design and location of these signs or other corporate identification, which consent shall not be unreasonably withheld or delayed. 12. Right to Amend: If the FAA or its successor agency requires modifications or changes in this Lease as a condition precedent to granting funds far Airport improvements, Developer agrees to consent to the amendments, modifications, or changes of this Lease as may be reasonably required to obtain the funds; provided, however, Developer will not be required to pay increased rent or change the use of the Premises or accept a relocation or reduction in size of the Premises until Developer and Airport have fully executed an amendment to this Lease that is mutually satisfactory to all parties for any terms or conditions of this Lease affected by said actions. 13. Subordina#ion to U.S.A.IFAA Requirements: This Lease is subordinate to the provisions of any existing ar future agreement between the City, acting through the Airport, and the United States of America relating to the operation or maintenance of the Airport, where the execution of said agreement{s) is required as a condition to the expenditure of federal funds for the development of the Airport. If the effect of said agreement(s) with the United States, either under this Section 13 or under Section 12 above, is to remove any or all of the Premises from the control of Airport ar to substantially destroy the commercial value of the Premises, then Airport must, at Airport's expense, provide Developer, at no cost to Developer or its Sublessee, with land and facilities substantially similar to the Premises and the Improvements constructed by Developer on the Premises for the remainder of the Lease term, as it may have been extended from time to time. 3 14. ©evelopment of Improvements: All plans and specifications for Developer's improvements and all renovations, remodeling, refurbishing and construction upon the Premises must meet all City fire, building and other applicable City, state and federal regulations and code requirements, including obtaining required building permits. Upon final completion and acceptance of the Improvements by Developer, Developer must provide two sets of Mylar as-built plans and one electronic copy of the record documents to Aviation Director, who will keep one set of plans on file at the Aviation Director's office in the terminal and provide the other set to the City Secretary for incorporation into this Lease as a supplement to Exhibit A. The supplemented Exhibit A becomes effective upon filing with the City Secretary and subsequent attachment to this Lease. Developer must keep said as-built documents current by providing two sets of Mylar "as- built" plans and one electronic copy of all record documents showing any alteration in excess of $15,000 to the Premises during the term of this Lease to Aviation Director, which plans are to be attached to this Lease as a supplement in the same manner as provided for the original plans and specifications. No substantial changes or alterations shall be made to said plans or specifications after initial approval by Aviation Director without further written approval by Aviation Director. The Developer will be responsible for arranging and paying for, at its sole cost, all utility connections to the Premises. Utility usage will be billed directly to the Developer and paid for by the Developer unless and until Developer has delegated the responsibility for utility payments to Sublessee. The Airport has reviewed and approves the Developer's submitted preliminary plans for development and construction of the Improvements on the Premises. Said preliminary plans are subject to final submission and permit review by the City. It is the intent of the Airport not to require additional improvements other than those represented in the February 12, 2010, alternative site plans. Said plans remain subject to final review by the City in the standard permitting process. The Developer will coordinate design and construction of the Improvements with the Airport and Aviation Director. Developer will be required to adhere to all landscaping requirements as required by the city. Developer shall be responsible for causing the Premises to be maintained and kept in good order and condition during construction and upon completion of the Improvements in accordance with commercially reasonable standards at no cost to the City. Because the Premises are located on Airport property, no property taxes will be assessed against the Premises unless the law is changed and real estate taxes are extended tithe Premises. Notwithstanding the foregoing, the Developer shall be responsible for the payment of any and all taxes assessed against the Improvements. During development, Developer will coordinate all construction traffic with the Airport so as to not inhibit regular Airport traffic and to keep roadways safe and clean. The Airport has no objection to the use of double trailer arrangements on Airpor# property subject to the requirements of the U.S. A. and the Texas Department of Transportation. The Airport will cooperate with the Developer for any roadway or access improvements required to enhance traffic to the Premises. Any costs of modifications will be the sale responsibility of the Developer. 4 The Developer will enter into a construction contract with a reputable contractor and the Airport reserves the right to approve the con#ractor, which approval shall not be unreasonably withheld, conditioned or delayed. All construction parking and staging will occur on the Premises unless agreed to by the Airport in writing. Developer, at its sole expense, shall obtain afl licenses and permits required prior to performing any maintenance, repairs, construction on, or use of the Premises. The costs of developing all plans and specifications as provided herein and the construction of Improvements and facilities upon the Premises shall be paid solely by the Developer, without any cost or expense to City whatsoever. The City will waive up to Fifteen Thousand Dollars ($15,000) of applicable City permit fees for the Premises subject to final approval of the Lease by the City Council. The Airport will cooperate with the Developer to obtain alternative financing for any aspects of the development. Upon termination of this Lease, ownership of the Improvements constructed by Developer on the Premises shall revert to the City, free and clear of ail liens, claims and other encumbrances or adverse interest in the Premises or the Improvements thereon. During the construction of the Improvements, the Aviation Director may, after providing reasonable notice to Developer, enter upon the Premises during the Airport's normal business hours and make inspections as may be necessary to ensure that the construction of the lmprovements is performed in accordance with the requirements of this Lease. During this Lease, Developer shall, subject to the other terms and conditions of this Lease, have the continuing right to remodel, renovate and refurbish the Premises and Improvements, or any part thereof, and to build and construct new additions and Improvements thereon and thereto; provided, however, that changes costing more than one hundred thousand dollars ($100,000) shall require the prior written consent of Aviation Director, whose consent to the modifications. will not be unreasonably withheld, conditioned or delayed. The City will promptly approve in writing all plans and design related change orders through completion of the Project. The Airport will pursue, in conjunction with the Developer, any and all available grant funding which might be available for authorized use to construct the Improvements on the Premises under the Project; and all grant funds received will be credited in full to the Developer. Developer shall not allow a lien to attach to the Premises or Developer's leasehold interest without the prior written approval of City Manager. Notwithstanding City Manager's approval, the City`s fee simple interest in the surface estate burdened by Developer's leasehold estate must be exempt from said lien. Any lien of a lender shall contain the following language, or such other similar language as may be approved by City Attorney: "Lender agrees that the lien created by this instrument is effective only as to Developer's leasehold estate created by the Lease, dated , 2010, executed by the City of Corpus Christi, as City, and Corpus Christi Development I, L.L.C.,, doing business as Corpus Christi FXG, L.L.C., as Developer, and does not affect City's interest, being the fee simple estate burdened by Developer's leasehold estate." In the event of any foreclosure by any lender, financing agency, or guarantor of its lien or liens on the Improvements constructed by Developer located on the Premises, said lender, financing agency, or guarantor succeeds hereunder to afl righ#s, privileges, and duties of Developer, including without limitation paying rent, as if said lender, financing agency, or guarantor was originally named Developer herein, and said lender, financing agency, or guarantor will have a reasonable time after the date of foreclosure [not less than three hundred sixty (360) days] to 5 sublease any available Improvements to those parties that are pre-approved by Aviation Director in writing. Developer covenants that all construction, including all workmanship and materials, will be of first-class quality. As used herein, the term "i:Irst-class quality" means of the same quality as materials used to construct other buildings used for the same or similar purposes already constructed on the Airport property. After completing construction of Improvements on the Premises, Developer must certify to Aviation Director that the improvements were completed according to the approved plans and specifications and that Developer has complied with all applicable federal, state, and local laws, rules, ordinances, and regulations. Prior to Developer's delivery of possession to the Sublessee, a copy of the Certificate of Occupancy must be provided to the Aviation Director. Developer must include in all construction contracts entered into a provision requiring the contractor, or in the alternative, Developer, to indemnify, hold harmless, defend and insure City, including its officers, agents, and employees, against the risk of legal liability for death, injury or damage to persons or property, direct or consequential, arising or alleged to arise out of, or in connection with, the performance of any or all of the construction work, whether the claims and demands made are just or unjust, unless same are caused by the gross negligence or willful act of City, its officers, agents, or employees. Developer must furnish or, in the alternative, require the contractor to furnish, insurance as required in Section 29 herein. 15. Repair and Maintenance: Developer, at its awn expense, shall make, or cause to be made, any and all repairs and replacements necessary to keep the Premises and Improvements in a first-class condition and in safe repair and shall make any and all repairs and replacements necessary to remedy defects of a structural nature. Developer shall provide janitorial service and maintenance to keep. the interior and exterior of the Premises and Improvements in a clean, attractive and sanitary condition at a!I times. The landscaping must be well-maintained and kept in a neat and tidy condition. Developer shall repair any and all damage caused to real and personal property of City occurring on the Premises, including damage caused to the Improvements, or elsewhere on the Airport property as a result of the willful or negligent acts or omissions of Developer its officers, employees, contractors or agents. 16. Security: Developer its officers, employees, agents, contractors, and invitees must comply with all federal and Iota! security regulations adopted by City pursuant to 14 CFR Part 107, as the same may be amended. Developer covenants to indemnify and hold harmless City, its officers and employees from any charges, fines, or penalties that may be assessed or levied by the 1=AA or Transportation Security Administration by reason of the negligent or intentional failure of Developer its officers, employees, agents, contractors, or invitees to comply with security regulations, regardless of whether the fine, charge or penalty is levied against the City or the Developer. 17. CFR Part 77 Requirements: Developer covenants to comply with the notification and review requirements set out in Part 77 of the Federal Aviation Regulations X14 CFR Part 77], as amended, if Developer plans to construct or modify any structure, an#enna, or building located on the Premises or to be constructed as an Improvement. 18. Control of Structures: Developer shall not erect nor permit the erection of any structure, antenna, or building, nor permit the growth of any tree on the Premises, which has its highest point above a mean sea level elevation established by FAA and Airport as a height limitation on said structure, antenna, building, or object. Airport may enter the Premises and 6 remove the encroaching structure, antenna, building, or abject at Developer's expense plus an administrative charge of 15%. 19. Aerial Approaches: Aviation Director may take any action necessary to protect the Airport's aerial approaches against obstruction, including the right to prevent Developer from erecting or permitting to be erected any building or structure on or adjacent to the Airport which, in Aviation Director's opinion, would limit the usefulness of the Airport or constitute a hazard to aircraft. 20. Hazardous Substances: Developer shall comply, and shall require any sublessee to comply, with all environmental laws, rules, regulations, orders and permits applicable to the use of the Premises and Improvements including, but not limited to, required National Pollutant Discharge Elimination System Permits and all applicable laws relating to the use, storage, generation, treatment, transportation, or disposal of hazardous or regulated substances. Except for the hazardous substances governed by and transported in full compliance with the transportation laws of the state or federal government, Developer must not knowingly use, store, generate, treat, transport, or dispose of any hazardous or regulated substances or waste on or near the Premises without Aviation Director's prior written approval and without first obtaining all required permits and approvals from all authorities having jurisdiction over the operations conducted on the Premises. If Developer determines that a threat to the environment including, but not limited to, a release, discharge, spill or deposit of a hazardous or regulated substance, has occurred or is occurring which affects or threatens to affect the Premises or the persons, structures, equipment, or other property thereon, Developer must notify immediately by oral report in person or by telephone, to be promptly confirmed in writing, to the Aviation Director as required by law or regulation. Developer shall require any Sublessee to cooperate fully with the Aviation Director in promptly responding to, reporting, and remedying a threat to the environment, including, without limitation, a release ar threat of release of hazardous ar regulated substance into the drainage systems, soils, ground water, waters, or atmosphere, in accordance with applicable law or as authorized or approved by any federal, state, or local agency having authority over environmental matters. Developer shalt keep a readily accessible file of Materials Safety Data Sheets ("MSDS") for each hazardous substance on the Premises or transported, in accordance with federal artd state transportation laws, which file must be posted and immediately available to any Airport employee who responds to a report of a discharge of a hazardous substance on the Premises. Developer will require any operator of the facilities on the Premises to use best efforts to determine which hazardous substance was accidentally discharged and have that MSDS sheet available for the first responders to the Premises. - Developer will cause prompt remediation and the payment of all casts associated with any action or inaction of Developer that directly or indirectly prevents the City, acting through the Airport, from materially conforming to all then applicable environmental laws, rules, regulations, orders, or permits relating to the Premises. The rights and obligations set forth in this section shall survive the earlier expiration or termination of this Lease. 21. NondiscriminationlAffirmatir-e Action: A. Nondiscrimination -General- Developer for itself, and as a requirement for any sublessee, their personal representatives, successors in interest, and assigns, as a part of the consideration hereof covenants that: (1) no person on the grounds of race, creed, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of or otherwise be subjected to discrimination in the use of the 7 Premises; (2) in the construction of any improvements on, aver, or under the Premises and the furnishing of services thereon, no person on the grounds of race, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination; (3} Developer will cause to the best of its ability the Premises and Improvements to be in compliance with ail other requirements imposed by or pursuant to 14 CFI( Part 152, Subpart E Non Discrimination in Aid Program and Title VI of the Civil Rights Act of 1984 and 49 CFR, Subtitle A, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Title and Regulations may be amended, and with other applicable state or federal laws or regulations, as amended. B. Nondiscrimination -Business Owner -This Lease is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. Developer for itself, and as a requirement for any sublessee, agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award of performance or any concession agreement, management contract or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. C. Remedy for Breach - If the Developer is found by a final verdict of a court of competent jurisdiction to have deliberately breached anon-discrimination covenant, or to have permitted any sublessee to deliberately breach a nan-discrimination covenant, the City may immediately enforce the remedies directed by the Court's decision, which may include the City's right to reenter the Premises, retake possession thereof and terminate the Lease. This provision is not effective until the procedures of Title 49, Code of Federal Regulations, Part 21 are completed, including exercise of any rights to appeal. D. Affirmative Action -Developer shall cause to be implemented an affirmative action program as required by 14 CFR Part 152, Subpart E, to provide ('r} that no person on the grounds of race, creed, color, religion, sex, age, national origin, handicap, or political belief or affiliation is excluded from participating in any employment activities covered in 14 CFR Part 152, Subpart E; (ii) that no person wi[I be excluded on #hese grounds from participating in or receiving the services or benefits of any program or activity covered by that subpart; (iii) that third parties otherwise retained by Developer shall provide similar assurances to Developer to undertake affirmative action programs and to require assurances from their sub-organizations, as required by 14 CFR Part 152, Subpart E. Developer ,at no expense to the City, shall comply with any applicable requirements of the Americans with Disabilities (ADA} as it may be amended, with respect to the Premises and its Improvements. 22. Compliance with Laws: A. General -Developer covenants to promptly observe, comply with and execute, and shall cause any sublessee to promptly observe, comply with and execute, the provisions of any and all present and future governmental laws, ordinances, rules, regulations, requirements, orders and directions applicable to the use and occupancy of the Premises. A material breach of this covenan#, which is not remedied within any permitted cure period, may be cause for City's exercising its rights under Section 23 of the Lease. During any period of Developer's good faith challenge to any such laws, ordinances, rules, regulations, requirements, orders and directions in a court of competent jurisdiction, Develaper's inaction shall not be deemed a breach of this Lease. B. Federa! -Developer shall comply and shall require any sublessee to comply with ail applicable federal laws, rules, and regulations, including without limitation the Drug Free Workplace Act, the Violence in the Workplace Act, the Americans with Disabilities Act, and any other acts that the U.S. Congress passes that apply to the uses and operations at the Premises. 13 C. Disadvantaged Business Enterprises ("DBE") -Developer acknowledges that the provisions of 49 CFR, Part 23, Disadvantaged Business Enterprises {DBE), as said regulations may be amended, and such other similar regulations as may be enacted, may be applicable to the activities of Developer and any sublessee under the terms of this Lease, unless exempted by said regulations, and Developer hereby agrees to comply with the FAA and the U.S. Department of Transportation in reference thereto. Developer understands and agrees to the following assurances: It is City's policy that DBEs have the maximum practicable opportunity to be awarded contracts. Developer agrees to use good faith efforts to promote this policy through its Lease of the Premises. Additionally, Developer, as an equal opportunity employer, agrees to use goad faith efforts to provide maximum opportunity for the consideration and use of DBEs in the contracting, subcontracting and purchasing activities associated with this Lease and to abide by all applicable provisions of the Airport's approved, and it's approved updates to, the DBE Program and this Lease. Developer agrees and shall require any sublessee to agree that no person will be excluded from participation in, denied the benefits of, or otherwise be discriminated against in connection with the award and performance of any contract because of race, color, religion, national origin, sex, age, handicap, or poll is~~I b~elief or affiliation, and as more specifically provided in Section 21 hereof. See Exhibit Btt'a`dhed hereto and incorporated herein setting out Developer's program in support of the Airport's DBE prograrry~~~'--~~-~+e ~}~} a~e.~ns}r-~+kc~i~n, D. State -Developer shall comply with all applicable laws, rules, and regulations of the State of Texas. E. Local -Developer shall comply with all applicable City ordinances, and rules and regulations promulgated by Aviation Director. 23. Termination: A. Termination By Developer -Without limiting any other rights and remedies to which Developer may be entitled by common law, statutory law, or as elsewhere provided in this Lease, this Lease may be terminated by Developer at any time after the happening, and during the existence, ofi one or more ofi the following events: 1. The City's permanent abandonment ofi the Premises at the Airport; 2. The lawful assumption by the United States Government, or any authorized agency thereof, of the operation, control, or use of the Airport, or any substantial part or parts thereof, that substantially restricts any sublessee from operating for at least 150 days; 3. The issuance by any court of competent jurisdiction of an injunction that prevents or restrains the use of the Airport or the Premises that continues for at least 150 days; or 4. The default by the City in the performance of any covenant or obligation on the part of the City to be performed, and the failure of the City to remedy the default for 60 days after receipt from Developer of written notice to remedy the same. B. Termination by City -Without limiting any other rights and remedies to which City may be entitled at common law, statutory law, or as elsewhere provided in this Lease, this Lease may be terminated by the City if Developer: 1. Is in arrears in paying the rent, fees, or other charges due under this Lease for ten (10) business days ("business" days are Monday through Friday inclusive} after written notice, or such other time as may be provided herein (provided City has given written notice of such arrearages to Sublessee and has provided Sublessee with at least ten (10) business days to pay or cause to be paid those arrearages); 9 2. Makes a general assignment for the benefit of creditors; 3. Abandons the Premises ["abandon" shall mean failing to operate a business in the Improvements to the Premises for a period in excess on one (1) year]; 4. Otherwise defaults in the performance of any of other material covenant of this Lease and continues the default for thirty {30) days, or such other time as may be provided herein, after receipt of written notice from Aviation Director of the default. If the default cannot reasonably be cured within said 30 days or within any other time as set out in the notice of default, Developer shall be deemed to have cured the default if it commences the remedy process within the applicable period and thereafter diligently prosecutes the same to completion. C. City's Right to Entry Upon Termination - If City terminates this Lease or if Developer abandons the Premises, the City may enter upon the Premises. In the event of termination by the City, the Aviation Directar may enter onto the Premises to remove any and al! persons or property from the Premises and place any property in storage far the account of and at the expense of Developer. All property on the Premises is hereby subjected to a contractual landlord`s Ilen to secure payment of delinquent rent and other sums due and unpaid under this Lease, any and all exemption laws are hereby expressly waived in favor of said landlord's lien; and it is agreed that said landlord's lien is not a waiver of any statutory or other lien given or which may be given to City but is in addition thereto. In the case of default, if Developer fails to remove any of its property an the Premises within thirty {30} days following the written notice of default, Aviation Director may sell the property found on the Premises at a public or private sale with proceeds of the sale applied first to the cost of the sale, then to the cost of storage of the property, if any, and then to the indebtedness of Developer, with the surplus, if any, to be mailed to Developer at the address herein designated. Developer further agrees to hold harmless and indemnify City, including its officers, agents, and employees, against, from any loss or damage or claim arising out of City's action in collecting monies owed to it under this paragraph, except for any loss, damage, or claim caused by the gross negligence or willful misconduct of City or its employees. D. Notice of Termination - If an event of material default occurs, and after due written notice identifying the default the defaulting party has failed to cure or failed to commence to cure, the complaining party may at any time after the expiration of any such cure period terminate this Lease by providing written notice of termination to the defaulting party. The Lease will be terminated on the date specified in the notice but not sooner than thirty (30) business days after the postmarked date of the notice. Rental payments are payable only to the date of termination. This subsection is subject to the requirements set out in subsection C of this section. E. Partial Destruction - If the Premises or Developer's Improvements are partially damaged due to acts of God or other acts outside the control of the Developer or City, to the extent that Sublessee cannot use the Premises for its intended use, then, at Developers option, this Lease may be terminated or instead may be suspended until the damage is repaired. If the Lease is suspended, Developer and City will mutually agree on a time period for Developer to repair the damages to the Premises or Improvements. If the Lease is terminated, as provided for herein, the rent will be abated from the date of the casualty; provided, however, that Developer must use its insurance proceeds to either replace the Improvements ar remove all trace of the Improvements and return the Premises to a state of raw land. All remaining insurance proceeds will be paid to Developer. The City Manager of the City is the sole judge of the extent of damage to the Airport. 10 F. Notice to Sublessee -Notwithstanding anything herein to the contrary, if Developer is in default of any term, provision, covenant or condition of this Lease, City shall give written notice to Sublessee at the address set forth in Section 30; and Sublessee shall have a time to cure the default, or cause the default to be cured, equal to the time provided to Developer under this Lease. The time for Sublessee's opportunity to cure shall be computed from the day it actually received notice from the City of Developer's default. If the City is in default of any term, provision, covenant or condition of this Lease, Developer shall give written notice to Sublessee at the address set forth in Section 30. 24. Property Rights upon Expiration or Termination: A. Removal of Equipment -Upon the expiration or earlier termination of this Lease, City shall, by written notice to any sublessee, permit the sublessee to remove all removable furniture, fixtures and equipment installed by the sublessee so long as it removes same within the time period set forth in the notice, but in no event less than thirty {30} calendar days after termination or expiration of the Lease. The City may require any damage to the Premises caused by any sublessee's removal of its property to be repaired at the Developer's expense within fifteen (15) business days after termination or expiration of the Lease Such repairs must be made to the reasonable satisfaction of Aviation Director. Any fuel storage facilities installed must be removed prior to vacating the Premises, regardless of circumstances. Notwithstanding the foregoing, if any sublessee fails to remove its removable furniture, fixtures and equipment within thirty (30) days after the date determined in the notice, then Aviation Director may, at its option, take title to the said personality and sel! store or salvage the same, as permitted by law. Any net expense Aviation Director incurs on behalf of City in disposing of the any sublessee's personal property shall be billed to that sublessee directly by the Aviation Director. The Aviation Director wilt provide any sublessee with a written itemized breakdown of the costs recaptured, if any, by the sale, storage or salvage of the property, and the balance due, which is expected to be paid by the sublessee upon receipt of said itemized breakdown. B. New Lease - Do Not Remove Equipment - I# City and Developer negotiate a new Lease after the expiration of this Lease, there shall be no requirement to remove its furniture, fixtures and equipment from the Premises. C. Improvements Revert to City -Except for the right of any sublessee to remove personal property (subject to Sections 23 and 24) at the expiration of the Lease, all permanent Improvements placed or constructed on the Premises by Developer revert to City. D. Holdover -Any holding aver by Developer of the Premises after the expiration or other earlier termination of this Lease shall be on a month-to-month tenancy at sufferance, at the then current monthly rent and subject to surrender upon thirty {30) days' prior wri#ten notice. Failure to timely surrender the Premises following such written notice subjects Developer to a monthly holdover fee of the then current monthly rent for each month of delay. 25. Re-delivery of Premises: Upon the expiration or earlier termination of this Lease, Developer shall deliver the Premises to City peaceably, quietly and in as good condition as the same now are or may be hereafter improved by Developer or City, normal use and wear thereof excepted. In addition to a landlord's lien provided by the law of the State of Texas, the City has a contractual lien on all property of Developer on the Premises as security for nonpayment of rent. 26. Developer's Maintenance Obligations: A. Premises -Developer shall maintain the Premises and Improvements in good appearance and repair and in a safe condition at its expense. Developer shall maintain, repair, replace, paint, or otherwise finish all leasehold Improvements on the Premises (including, without 11 limitation, walls, partitions, floors, ceilings, windows, doors, and glass, and all furnishings, fixtures, and equipment therein). All of the maintenance, repairs, finishing and replacements must be of quality at least equal to the original in materials and workmanship. Developer shall, as much as practicable, ensure that the Premises are maintained free of foreign object debris. B. Quality of Maintenance - It is the intent of Aviation Director and Developer that the Improvements will be maintained in a manner that shall keep the Improvements intact, in good repair, and in a condition so that said Improvements will be usable at the end of the Lease. Developer must comply with the maintenance obligations and with all-applicable governmental laws, rules, or regula#ions. Aviation Director is the sole judge of the quality of Developer's maintenance, which must be reasonable and consistent with other properties. Aviation Director may at any time, during City's normal business hours, upon prior notice unless an emergency exists, enter upon the Premises to determine if the maintenance requirements of this Lease are being complied with. Aviation Director must notify Developer in writing of any default. If the required maintenance in Aviation Director's notice to Developer is not commenced within fifteen (15) business days after receipt of such written notice, or is not diligently prosecuted to completion, Aviation Director may enter upon the Premises and perform the subject maintenance, and Developer agrees to reimburse the Airport for its cost plus a fifteen percent (15%) administrative fee within thirty (3D} days after Aviation Director's written demand therefore, together with copies of all paid receipts far such repairs and maintenance. C. Correct Hazards -Developer must immediately correct or cause to be corrected any hazardous or potentially hazardous condition on the Premises upon knowledge thereof, or after receipt of notice from Aviation Director. At Aviation Director's reasonable discretion, the opera#ions in the Premises, or affected portion of the Premises, may be restrained or stopped until the hazardous or potentially hazardous condition is removed or corrected. 27. City's Obligations: A. To operate the Corpus Christi International Airport as a public airport during the Lease term, subject to the assurances given by City to the United States Government. B. To make water, gas and wastewater service available to the Premises property line on the same basis as it is made available to all businesses operating at the Airport. Developer must pay in full all utility usage charges for water, gas, wastewater, electricity and other utilities supplied to the Premises during the Lease term as the charges become due and payable. 28. Indemnification: A. General -Developer must indemnify, hold harmless, defend and insure the City, its officers, agents, and employees from and against any and all claims and causes of action, administrative proceedings, judgments, penalties, fines, damages, losses, demands, liabilities, or expenses whatsoever (including reasonable atEorney's fees and costs of litigation, mediation andlor administrative proceedings) which may be brought, alleged, or imposed against the City, its officers, agents, or employees arising directly or indirectly from or in any way connected with (i) any property damaged or loss, personal injury, including death, or adverse effect on the environmen# arising out of Developer's action or inaction with regard to the operations of Developer hereunder, including the use or occupancy of the Premises, or in providing access to secured areas of the Airport as set out herein, excepting only that liability as may result from the gross negligence or the willful misconduct of the City, including its officers, agents, and employees; (ii) the failure of Developer, its officers, agents or employees, to comply with the terms and 12 conditions of this Lease, or to comply with any applicable federal, state, or local laws, rules, regulations, or orders `including, but not limited to, any and all applicable federal, state, or local environmental laws, rules, regulations, or orders; or (iii) release of any hazardous or regulated substances or waste onto, into, or from the Premises or other Airport property, connected in any way with the operations or the action or inaction of the Developer its officers, agents or employees, regardless of whether the act, omission, event, or circumstance constituted a violation of applicable law at the time of the occurrence. The rights and obligations set forth in this paragraph shall survive the expiration or earlier termination of this Lease. B. Special Claims -Developer agrees to defend, at its own cost, and to protect, indemnify, and otherwise hold harmless, the City, including its officers, agents, and employees (including but not restricted to the pasting of bond and release of attachment} from and against any and all claims in any way arising out of or in connection with the construction, repair, or maintenance work undertaken hereunder by, through or on behalf of Developer, including but not restricted to attachments, liens or levies, and whether or not the claim is meritorious, made, failed or asserted by any party other than Developer or Sublessee against the City, including its officers, agents, and employees or the Premises or Improvements thereon or part thereof, or monies owing to the Airport. C. Notice -Notwithstanding the above identifications, Developer must give Aviation Director notice of any matter covered hereby and forward to Aviation Director copies of every demand, notice, summons, or other process received in any claim or legal proceeding covered hereby within ten (10) working days of Developer's receipt ofi said notice, demand, summons, or other process. D. Intentionally omitted. 29. Insurance: Developer must provide insurance in the amounts and types of coverages required by the City's Risk Manager {"Risk Manager"), a copy of which is attached and incorporated as Exhibit C. Developer must cause certificate(s) of insurance to be provided to the Aviation Director and Risk Manager thirty (30) days prior to the annual anniversary date of the effective date of the Lease, which shows the level and type of insurance. The issuer of the certificate of insurance must provide Aviation Director thirty (30) days written notice, by certified mail, prior to cancellation, non-renewal, or material change in the insurance policy(ies). Risk Manager will annually assess the level and types of insurance required by the Lease. Risk Manager can reasonably increase or decrease the level or types of insurance by giving Develaper notice no less than sixty (60) days prior to the annual anniversary date of the effective date of the Lease. Develaper shall have thirty (30) days to procure the changed insurance and provide written proof of insurance to Aviation Director. All insurance required by this Lease must be primary insurance and not in excess of or contributing with other insurance which Developer may carry. All policies must name City as an additional insured. The applicable insurance policies required by this Lease must apply separately to City as if separate policies had been issued to Developer and City. The amounts of al! required insurance policies must not be deemed a limitation of Developer's covenant to indemni#y City and, if Developer or City becomes liable in an amount in excess of the amount{s) of said policies, then Developer mus# indemnify City from the whole 13 thereof, except in the event of grossly negligent or willful misconduct on the part of City, its officers, or employees. 3Q. Notice: Notices are sufficient if in writing and sent by certified mail, return receipt requested, postage prepaid, or by overnight delivery service with proof of delivery, or by facsimile followed by written notice confirmed by mail or other delivery service, as addressed below: If to City: Director of Aviation Corpus Christi International Airport 10D0 International Drive Corpus Christi, Texas 78406 Office: (361} 289-D171 Fax: (361 } 289-1251 If to Developer: Corpus Christi Developments I, L.L.C. doing business as Corpus Christi FXG, L.L.C. 4520 Madison, Suite 100 Kansas City, Missouri 64111 Office: (816) 389-5700 Fax: (816) 389-5701 Anv notice required to be given to Sublessee: FedEx Ground Package System, Inc. 1 D00 FedEx Drive Moon Township, PA 151 D8 Attention: Real Estate Department -Facility #784 Office: (412) 269-1000 Fax: (412) 859-2655 Or to any other address that may be designated in writing from time to time by the parties. 31. GENERAL PROVISIONS: A. Mineral Rights -City expressly reserves al! water, gas, oil and mineral rights in and under the soil beneath the Premises in which it bolds an interest, but testing for andlor removal of any such City-owned gas, oil, or minerals shalt be done in a manner so as not #o disturb the Premises or disrupt the operation of the business being conducted thereon. B. No Waiver of Forfeiture -Any failure or neglect of City or Developer at any time to declare a forfeiture of this Lease for any breach or default whatsoever hereunder does not waive City's or Developers right thereafter to declare a forfeiture for like or other or succeeding breach or default. C. Force Majeure -Neither City nor Developer will be deemed to be in breach of this Lease if either is prevented from performing any of its obligations hereunder by reason of force majeure. "Force Majeure" for the purposes of this Lease means any prevention, delay, or stoppage due to strikes, lockouts, labor disputes, acts of God, including inclemen# weather and/or periods of rain or snow, inability to obtain labor or materials, or reasonable substitutes therefore, governmental restrictions or requirements, governmental regulations, governmental controls, inability to timely obtain governmental approvals, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform. All of the foregoing events excuse the performance by either party for a 14 period equal to any prevention, delay, or stoppage, including the obligations imposed with regard to commencement or payment of rental and other charges to be paid by Developer pursuant to this Lease and the obligation of City to deliver the Premises. D. Quiet Enjoyment -City covenants that it has the authority to execute this Lease, that at commencement of the Lease, City has good title to the Premises and that throughout the term hereof, Developer will have peaceful and uninterrupted possession of the Premises subject to Developer's payment of rent and other charges and to its performance of the covenants of this Lease. City agrees to remedy any violation of quiet enjoyment caused by City or one of the other tenants and to honor Developer's tenancy for the term of the Lease. E. Rules and Regulations -Aviation Director may adopt and enforce reasonable rules and regulations to be uniformly applied to similar uses and users of similar space, which Developer agrees to observe and obey with respect to the use of the Premises and the health, safety and welfare of those using the Premises. F. Venue -Venue of any action brought under this Lease lies in Nueces County, Texas, exclusively, where the Lease was executed and will be performed. G. Successors and Assigns -Subject to the limitations Upon assignment and transfer herein contained, this Lease binds and inures to the benefit of the parties hereto, and their respective successors and assigns. H. No Third Party Benefit - No provision of this Lease creates a third party claim against the City or the Developer beyond that which may legally exist in the absence of any such provision. I. Taxes and Licenses -Developer must cause to be paid any and all taxes of whatever character, including ad valorem and intangible taxes, that may be levied or charged upon the Premises, leasehold Improvements, or operations hereunder and upon Developer's rights to use the Premises, whether the taxes are assessed against Developer or City, prior to the past due date. Developer shall cause to be paid any and all sales taxes arising in connection with the occupancy or use of the Premises whether the taxes are assessed against the Developer, any sublessee or City. Developer must obtain and pay for all licenses or permits necessary or required by law for the construction of Improvements and must require any sublessee to obtain and pay for all licenses and permits necessary or required by law for the installation of equipment and furnishings and any other licenses necessary for the conduct of its operations hereunder. If Developer wishes to contest any tax or charge, that contest will not be a default under the Lease so long as Developer diligently prosecutes the contest to conclusion and promptly pays whatever tax is ultimately owed. Further, Developer shall cause any taxes not being contested to be paid prior to the past due date. .!. Trash and Refuse -Developer must arrange for the collection and lawful disposal of all trash and other refuse resulting from operations on the Premises; must provide and use suitable sealed fireproof receptacles approved lay Aviation Director for all trash and other refuse generated by the use of the Premises; must prohibit piling of boxes, barrels or other similar items in or within view from a public area; must comply with all applicable laws and regulations relative to trash disposal; and must pay or cause to be paid the costs associated with trash removal and disposal. K. Terms Binding on Successors and Assigns -All of the terms, covenants and agreements herein contained shall be binding upon and shall inure to the benefit of the heirs, successors and assigns of Developer and City. 15 L. Estoppel -Bath parties agree that, at any time and from time to time at reasonable intervals, within fifteen {15) business days after written request by the other party, said receiving party will execute, acknowledge and deliver to the party designated by the requesting party, a certificate in a form as may from time to time be provided, certifying to the extent true and correct the following, "as well as any other provision reasonably requested by the other party: (a} that Developer's Sublessee has entered into occupancy of the Premises and the date of said entry if requested; (b) that this Lease is in full force and effect, and has not been assigned, modified, supplemen#ed or amended in any way {or if there has been any assignment, modification, supplement or amendment, identifying the same}; (c} that this Lease represents the entire agreement between City and Developer as to the subject matter hereof (or if there has been any assignment, modification, supplement or amendment, identifying the same); (d) the date of commencement and expiration of the term; {e) that all conditions under .this Lease to be performed by City, if any, have been satisfied {and if not, what conditions remain unperformed); (f} that, to the knowledge of the signor of said writing, no default exists in the performance or observance of any covenant ar condition in this Lease and there are no then-existing defense or offsets against the enforcement of this Lease by City or, instead, specifying each default, defense or offset of which the signor may have knowledge; and {g) the amount of rent or other charges, if any, that has been paid in advance and the amount of security, if any, that has been deposited with City. M. Leasehold Mortgage - As used herein, "Leasehold Mortgage" means the mortgage or deed of trust covering Developer's leasehold interest in this Lease given by Developer to leasehold mortgagee to secure repayment of funds advanced or to be advanced by a leasehold mortgagee to Developer to construct facilities on the Premises (the "Project"}. As used herein, "Leasehold Mortgagee" means the mortgagee or beneficiary under the Leasehold Mortgage. ~As used herein, "'mortgage" means any mortgage, deed of trust ar other indenture consisting of a lien on Developer's leasehold interest created hereunder, together with a promissory note or obligation or bond which it secures. Subject #o the conditions set forth herein, Developer may mortgage its leasehold interest created hereunder, solely for the purpose of (1) obtaining financing to construct the Project, including any additional construction or alteration thereof, made subsequent to the initial construction, (2) refinancing said construction mortgage, and (3} providing financing in connection with the assignment or transfer by Developer of its interest in this Lease and its leasehold interest created hereunder; provided, however, that with respect to the financing described in clauses (2) and (3) above, the principal amount of any mortgage must not be greater than the original principal amount of the mortgage obtained to construct the Project, including any additional construction or alteration thereof, made subsequent to the initial cons#ruction, and as provided: 1. Said mortgage in no way affects or diminishes City's interest in the Premises, or its rights under this Lease, nor relieves Developer of any of its obligations hereunder; 2. Under no circumstances is City's leasehold interest in the Premises subordinate to said mortgage; 3. Said mortgage covers no interests in any real property other than Developers leasehold interest in the Premises hereunder; and 4. The making of said mortgage by Developer will not be deemed to constitute an assignment or transfer of this Lease, nor will any mortgagee be deemed an assignee or transferee of this Lease. 5. Rights of Leasehold Mortgagees: a. No Leasehold Mortgage is binding upon City in the enforcement of 96 its rights and remedies under this Lease unless and until a copy thereof has been delivered to Aviation Director; b. City Manager agrees to execute an estoppel certificate and any other similar documentation as may reasonably be required by Leasehold Mortgagee so as to cer#ify to the status of this Lease and to the performance of Developer hereunder as of the da#e of said certification; c. Developer shall furnish Aviation Director a written notice setting forth the name and address of any Leasehold Mortgagee; and d. If a Leasehold Mortgagee or purchaser at foreclosure of the mortgage acquires Developer's leasehold interest in the Premises by virtue of the default of Developer under the mortgage or otherwise, this Lease will continue in full force and effect so long as Leasehold Mortgagee or purchaser at foreclosure is not in default hereunder, including the obligation to timely pay rent. For the period of time during which Leasehold Mortgagee or any purchaser at foreclosure of a mortgage holds Developer's leasehold interest in the Premises, Leasehold Mortgagee ar said purchaser becomes liable and fully bound by the provisions of this Lease. 6. With respect to any Leasehold Mortgagee of the Premises, City agrees that the following apply: a. If requested by a Leasehold Mortgagee, who is duly registered in writing with Aviation Director, any notice from City affecting the Premises must be simultaneously delivered to Developer and said Leasehold Mortgagee at its registered address, and if so regis#ered, no notice of default or termination of this Lease affecting the Premises given by City shall be deemed legally effective until and unless like notice has been given by Aviation Director to said Leasehold Mortgagee; b. Any Leasehold Mortgagee entitled to said notice shat! have any and all rights of Developer with respect to the curing of any default hereunder by Developer; and c. City will not enter into any material modification of this Lease affecting the Premises without the prior written consent thereto of each Leasehold Mortgagee entitled to notice as provided in this Section 31. The foregoing does not apply nor may it be construed to apply to any right City may have to terminate this Lease pursuant to its terms. Developer must provide any Leasehold Mortgagee with notice of any proposed modification. 7. If City elects to terminate this Lease far any material default by Developer with respect to the Premises, the Leasehold Mortgagee that has become entitled to notice as provided in this section has not only any and all rights of Developer with respect to the curing of any default, but also the right to postpone and extend the specified termination date of the Lease ("Leasehold Mortgagee's Right #o Postpone""), contained in any notice of termination by City to Developer ("Termination Notice"), for a maximum of ninety (90} days, subject to the following conditions: a. Leasehold Mortgagee must give Aviation Director written notice of the exercise of Leasehold Mortgagee's Right to Postpone at least ten ('10} days prior to the date of termination specified by Aviation Director in the Termination Notice and simultaneously pay to City all amounts required to cure all defaults then existing (as of the date of the exercise of Leasehold Mortgagee's Right to Postpone) which may be cured by the payment of a sum of money. 17 b. If Leasehold Mortgagee's Right to Postpone is exercised, Leasehold Mortgagee must pay any sums and charges which may be due and owing by Developer and promptly undertake to cure, diligently prosecute, and as soon as reasonably possible, complete the cure of all defaults of Developer with respect to the Premises which are susceptible to being cured by Leasehold Mortgagee. Leasehold Mortgagee's exercise of its Right to Postpone may extend the date for the termination of this Lease specified in the Termination Notice far a maximum of six (6) months. c. If, before the date specified for the termination of this Lease as extended by a Leasehold Mortgagee's exercise of its Right to Postpone, Leasehold Mortgagee has performed and observed all of Developer's covenants and conditions under the Lease with respect to the Premises and no further defaults with respect to the Premises have occurred which have not been timely cured, then all defaults under this Lease, with respect to the Premises, will be deemed to have been cured and City's Termination Notice will be deemed to have been withdrawn. d. Nothing herein may be deemed to impose any obligation on Citys part to deliver physical possession of the Premises to a Leasehold Mortgagee. e. If more than one Leasehold Mortgagee seeks to exercise any of the rights provided for in this Section 31, the most senior lien holder is entitled, as against the others, to exercise said rights. Should a dispute arise among Leasehold Mortgagees regarding the priority of lien, Leasehold Mortgagees must provide evidence substantiating the correct priority of the competing liens to the satisfaction of the City Attorney prior to taking any action with respect to exercising said lienholder rights. N. Intentionally Omitted. O. Radio Antenna - Subject to Aviation Director's prior written approval as to height and location, which will not be unreasonably withheld, conditioned or delayed, Developer may furnish and install, at its own expense, a radio antenna either adjacent to the improvements or on the roof of the Improvements on the Premises subject to (a) any and all federal, state and local laws, ordinances, statutes, rules, regulations and orders applicable thereto; (b) Developer's obtaining any and all building and other permits, licenses and other approvals with respect thereto; (c) the antenna and building both must be structurally sound and not adversely affect the soundness of, or the condition of, the roof and/or other parts of the building; and (d) any and all costs of maintaining and operating the same must be paid entirely by Developer. Upon the expiration or earlier termination of this Lease, Developer shall cause the removal of the antenna(s) and the restoration of any damage to the Improvements and Premises caused by the installation andlor removal thereof. Developer shall be responsible for all costs for the repair and maintenance of said installation of the antenna. P. Intentionally Omitted. Q. Intentionally Omitted. R. Delegation -- Any obligations of the Developer required by this Lease may be delegated to any sublessee by the terms of the sublease between the parties, provided that such delegation shall not relieve Developer of its liability and responsibilities under this Lease. 18 ~~ ©G'tober EXECUTED iN DUPLICATE QRIGINALS this ~~~ day of fir, 2010, by the authorized representative of the parties. Attest: City of Corpus Christi A~mmdu-C~fia~pa- ("tai ~l.i~ ~ ~ .City Secretary 1~ ~~~`- `A gel R. Escobar City Manager , to lega~orrr~ on ~~~~2010 Elizabeth R. Hundley Assistant City Attorney for the City Attorney ~~~ ~ AUl'HORIZ£D I;T: C-gt~CIL.. 0 I ~~ SI:CttETii~Y ~j~. Developer: Corpus C risti elopm nts 1, L.L.C., doing business as Corpus Christi FXG, L.L.C. J By: '~ ~-- Name: Kevin R. Jones Title: Managing Member Date: September 2, 2010 ACKNOWLEDGMENT STATE OF MISSOURI § § KNOW ALL BY THESE PRESENTS: COUNTY OF JACKSON § This instrument was acknowledged before me on September 2, 2010, by Kevin R. Jones, an authorized representative~gf ~Gorpus Christi Developments 1, L.L.C., doing business as Corpus Christi FXG, L.L.C., a slim ed liability company, on behalf of the company. "`"'~"N~y KATHLEEN NEEDHAM ,~,t~"r'P "' NOTARY PUBLIC ~. ~~ '_. ~~~ ~ Not ~lic, State of Missouri 1` i >EZ, zat~ EXHIBIT LNV Inc. BNGiNEERi 8 CONSU6TAN'C8 ti04 Nssvr~~![o», sult~a 90D Corpses i~srbU, Taapsss 7'88118 Phones (381} 8A3.1C84 Fa>a [3d'1} 883.1086 Field note description for an 5.18 acre tract of Sand nut of Block 23, 7 C. Russell Farm Blocks, 8 sub- division of Nueces County, Texas, recorded in Yohime 3, Page 53, Map Records, Nueces County, Texs~ Map Records, said 8.18 acre tract of land being mare particularly descxl'bed by metes and bounds as follows: 1Beglnniins at a 518 inch iron rod set in the Northeast of way line of Pinson Drive, far the most ~V'esterly and beginning corner of the tract herein described, from whence the intersection of the Northeast right of way line of said Pinson Drive and •the Southwest right of way line of Stara Highway 44, bears North 37"0.07'7" Went, a distance of 7'03.38 feet; Thence North 4S°-18'-15" Eat within said Block 23, J. C. Russell Farm Blocks, at approximately 5I5.55 feet pass the center of a pipeline nunaing Bast -West in all, a distance af517.77 feet to a 518 inch iron rod set for the Northwest oonaer ofthe trace herein deac~ed; Thence 3oath 89°-39'-43" Easst, at approximately 17.4I fleet peas the center of a pipeline is all a distance of 159.83 feet to a 518 inch iron rod set for a corner of tine tract herein descry"bed; Thence 5out#t 44°-41'-45" East, a distance of 393.Si feet to a 518 inch iron rod set for a corner of the taac:t herein described, Thanes 8!oath 18°-39'-SS" Easr, still within said Block 23. J. C. Russell Farm Blocks, a distance of 163.72 feet to a SB inch iron rod found in the adopted north right of way line of Business Centre Boulevard, for the moat Westerly corner of the tract herein descn"bed; Thence in a Westerly and Southwesterly direction wins said adopted North and Northwest right of way line of said Business Cemre Boulevard, and with the arc of a circular curve to the lefl, whose Central Angle is 43°-Ol'~i2", whose Radius is 330.Q0 feet, Chord Bearing 11F b7°-07'-49" E, as Arc~Dist~lnce of 247.84 feet #ot a S/8 inch iron rod found for the P.T. of said curve sad for a corner ofthe tract heroin desc~n'bed; Thence South 45°-3b'~i" West, with tf4e adopted Northwest right of way line of said Business Cernra Boulevard. a distance of 319.92 that to a 5~ inch iron red found for •the Point of {;rove of a circular curve in the Northeast right ofway line of said Pinson Drive and for a corner of the point herein deacaibed; PACE I Thence in a Westerly and Northwesterly direction, with ?1te arc of said circular euivey whose Central Angle is 89°41'?" whose Radian is 15.011 feet, a Chai+d Bearing N 84°32'-28" W, an Arc Dislaace of 23.48 fse3 ~ e 518 inch iron rod found fbr flee Poim of Tangency of said carve and for a comer of the tract herein descn'hed; Thence Noeth 44°-41'-45" West; with the Northeast right of w$y line of said Pinson Drive, a distance of 546.32 feet to the Point of Beginning. Containing more or less 818 acres of land. Basis for Bearings Texas State Plane, Zone 4205, Texas South Zone (NAD-83). State of Trsas Cooaty ofNaetea •]y Eoraclo OliveirA, a Registered Professional Land Surveyor, of ii.NV Inc, do hereby certify that the faregoiag Fleld Nome lffeatriptioa was prepared from information ofrecord and from a survey made oa the ground under my direction, and that this description coafarms to the cmrrent Texas Surveyor's Association Standards and 5pecii7catiorasfor aCategory 1-A, Land Title Stuvey. • This the ~Q ~ of /~itli~C~Y 2414. a .. , Horatio Oliveira State of Texas License No.141S ~b~A~ ago ~~~'+:9N o, IiORAClO U~J11~Ifi+4 ,~, 4 1415 ~~. '~~ siiav~~~~ PAGE 2 iiii~ ~ ill ~A ~ ffi ~_ ,~~~~~~~~~~ ~e~ ~ F~ ~ ~ ~~~ ~ ~~~ v e r. ~~ r.~ . .. r '` f r r r - :~g ~. .. ,,- e . _ ~- .' ~ .RNSON RdYE I - ~ 1 _i :`;r'%~, ' ~ ~ ~... ms" eos eos a~ -~eos .~..~ ~~i r ~ ~ t7 ~~~~ ~ r. .~ ~ ~ €.e' i i ~ - ~ ~ C ,• _ .: D ~•,~ _~ o~ i i i i i i i x ~E ~ ~~ 0 ~~ ~ a ~y~~~ _~ ~ ~ ~ '~ r~~ al a' i i < < i 8 ~~ 1 ~~~ s ~ ~ •~ ~ ~ .~ ~.. , ; ~ i ` ~ i i f ~• ~ ~~s~ i ~ ~ i ~ ~/ : t i i ; i i ~ , .~ •$ •s . ~ ~~ ~~ ~~ ~ ,; ~ i / r ~ ~ '~' r / 5 H'~116' Q dPbAl' .. ,~/ €P k~~i~ ~ '. ~~ ~,` oM~ / I ~ Q ~~~~~ ~~ ~ g~~ ~ rn ~ ~ ~~~ ~~~ ~ R ~~5, ~~ ~ G ~~ _ ~ ~~~ ~ ~~~ ~ y ~ ~ ~ ~ ~, ~ ~ ~ _ ~~ m ~ = ~ 4 > SUPPLIER NUMBER TO BE A551GNED BY C]lY ~ ~ PURCHASING DNISION Ga pus ca~~s-~~ Cf`fY OF CORPUS CHRfSTf DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 9 71'12, as amended, requires a!I persons or firms seeking to dv business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". Sse reverse side far Filing Requirements, Certification and definitions. COMPANY NAME: Corpus Christi Developments I , L . L . C . P. ~. Box: STREETAt]CRE$S: 4520 Madison CITY: Kansas City, MOZIP: 64111 Suite 100 FIRM IS: 1. Corporation ^ 2. Partnership ^ 3. Sole Owner ^ 4. Association [] 5. Other ^X limited liability company if additional space is necessary, please use the reverse side of this page yr attach separate sheet. 1. State the names of each "employee° of the City of Corpus Christi having an "ownership interest" constituting 3% or more of khe ownership in the above named "firm." NOT APPLICABLE 0% Name Jab Title and City Department {if known) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 84/0 or more of the ownership in the above named "firm." NOT APPLICABLE 0 Name Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownershi interest" constituting 3% or more of the ownership in the above named "firm." NOT AP)~LICALBE 0 Name Board, Commission or Committee 4. State the names of each employee or afFicer of a "consultant" for the City of Corpus Christi who worked vn any matter related to the subject of this contract and has an "ownership interest" constituting 3% or mare of the ownership in the above named "firm." NOT APPLICABLE 0 Name Consultant Page 1 of 2 FILING REQUIREMENTS If a person who request official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shad disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics f3rdinance Section 2-349(d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that !have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur, Certifying Person: Signature of Certifying Person: Title: Mena ing Member Date: 9 8 2 010 ----:. FINITIONS a. "Board mernber.~ A member of any board, commission, or committee appointed by the City Council of the Gity of Corpus Christi, Texas. b. "Economic benefit." An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effec# on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part~time basis, but not as an independent contractor. d. °Firm.A Any entity operated far economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "O#Ficial."The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, ^epartment and Division Heads, and Municipal Court Judges of the. City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, includiing when such interest is held through an agent, trust, estate, ar holding entity. °Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant."Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. Page 2 of 2 C. Disadvantaged Business Enterprises ("DBE"} -Developer acknowledges that the provisions of 49 CFR, Part 28, Disadvantaged Business Enterprises (DBE), as said regulations may be amended, and such other similar regulations as may be enacted, maybe applicable to the activities of Developer and any sublessee under the terms of this Lease, unless exempted by said regulations, and Devetoper hereby agrees to comply with the FAA and the U,S. Department of Transportation fn reference thereto. Developer understands and agrees to the fallowing assurances: It is City's policy that DBEs have the maximum practicable opportunity to be awarded contracts. Developer agrees to use good faith efforts to promote this policy through its Lease of the Premises. Additionally, Developer, as an equal opportunity employer, agrees to use good faith efforts to provide maximum opportunity for the consideration and use of DBEs in the contracting, subcontracting and purchasing activities associated with this Lease and to abide by all applicable provisions of the Airport's approved, and it's approved updates #o, the DBE Program and this Lease. Developer agrees and shall require any sublessee to agree that na person will be excluded from participation in, dented the benefits of, ar otherwise be discriminated against in connection with the award and pertormance of any contract because of race, color, religion, national origin, sex, age, handicap, or politi~al belief or af#'iliation, and as more specifically provided in Section 29 hereof. See Exhibit ed hereto and incorporated herein setting out Developer's program in support of the Airport's DBE pragrarr~~r~~-~--'~r~o~ccmm~tru~~`an. D. State -Developer shall comply with alI applicable laws, rules, and regulations of the State isf Texas. E. Local -Devetoper shall comply with al! applicat~le City ordinances, and rules and regulations promulgated by Aviation Director. 23. Terrnlnat6arre: A. Termination ey Developer -without limiting any other rights and remedies to which Developer may be entitled by common law, statutory law, or as elsewhere provided in this Lease, this Lease may be terminated by ©eveloper at any time after the happening, and during the existence, of one ar more of the following events: The City's permanent abandonment of the Premises at the Airport; 2. The lawful assumption by the United States Government, ar any authorised agency thereof, of the operation, control, ar use of the Airport, ar any substantial part or parts thereof, that substantially restricts any sublessee from operating for at feast 150 days; 3. The issuance by any court of competent jurisdiction of an injunction that prevents ar restrains the use of the Airport or the Premises that continues for at least 150 days; or 4. The default by the City in the pertormance of any covenant or obligation on the part of the City to be performed, and the failure ofi the City to remedy the default for 60 days after receipt from Developer of written notice to remedy the same. B. Termination by City - wi#hout limiting any other rights and remedies to which City may be entitled at common law, statutory law, or as elsewhere provided in this Lease, this Lease may be terminated by the City if Developer: 1 _ Is in arrears in paying the rent, fees, or other charges due under this Lease for ten (10) business days ("business" days are Monday through Friday Inclusive) after written notice, or such other time as may be provided herein (provided City has given written notice of such arrearages to Sublessee and has provided Sublessee with at least ten (1 D) business days to pay ar cause to be paid those arrearages); 9 r.aecEa+~T.Ta lrrrvm]a~mer.~rr? A, The Lessee must not comtRence work under this agreerncnt until helshe has obtained all insurance; required ht:reirt and such insurance has been approved by the City Manager, or designee, {"City Manager"). Nor may the Lessee allow any subcaatra,ctvrto cotturaettce work until alt similar insutan~ required of the subcontractor has 6cen 8D obtained. Each subcontractor rrtust obtain equivajent ilnsttrance as that xequired of Lessee. ____ B. The Lessee must furnish td the City's Risk Manager 2 espies of Certificates of Insurance, with the City Warned as an additiana] insured for all liability policies, and a blanket waiver af'subrogation on sII applicable policies showing the followEng tninitr~utn coverage by an insurance compAn~y(s) acceptable to the City's Rink Manager, TYPE OF iIN$tIRANCE MINIMUM 11V$URANCiia COYEI3AGII 3U-Day Notiae at Canccltsitan requlra~l on all cerfiticates Bodily Irtlury and Property Damags Cnmmeralal General Ltebility including: $ I,ODD,D00 COMRl1+iED SINC}LE LIMIT 'l. Cammercisl Faun z. Pr~ttlsea - Operatlans ' 3. PrnduFlsJCompleted~Operations Flazard 4. Contrsciuallnsurance S. ~ Broad Fann Propzrty Damage 6, Independent Contrdctars 7, Persanalir~ury AUTOMOBILE LlAE1L1TY••OW1JEpNGN-OW1VEi] $i,0UO,0o0 COMBINED SIhlQL13 L1M1T OR RENTED WH[CH CUMPLISS WITH'i"IiE TEXAS WORKI~,RS' WORKERS" COMPENSATION GOMPI3NSATIOIY ACT ANp PARAGRAPH II OF TI315 8XH113IT EMPLOYERS' LIABILITY $104,OpQ I3UI1.D£RS Lt15K Equal to Dotal cast of construction, must be carried unt(l I. All Risk Ferm construction Is completed and accepted by Lessee. to the even# aI'fuhtre rnnstructian, tfiis requirement wi11 apply in the same manner to the total cost of construction. PTtOPERTY and CAl13UALTY 1N5URANGE S Mt7 LESS THAN ~09~ OF REPLACEMENT VALUE, Against loss or damage to itnproventents due to fire, Lightning requirement begins upon campietion and aeceptanae of and sll otlter perils included in standard extended coverage constructton 1sy Lessner policies Including vattdsiism and maticioua mischisf C. In the event of accidents of any kind. the Lessee must furnish the Risk Manager with copies of all reports of such accidents at fire saute tithe that the reports are forwarded to atiy other interested parties, L.~. .. ~ + 3 ...w. ..._._. __., .._ MI7C1Airborne Express ins, rect. 9.299 ep Risk MQmt, II. AD©~TL(L~~,,$FOUIR~I19EhITR A. 'Ihe Lessee must obtain workers' compensation coverage through a licensed insurance company or through self insurance obtained in accordance with Texas law. If such coverage is obtafned through a licensed company, the contract for coverage must be written atf a policy acrd ettdoraemerns approved by the Texas Department of Insurance if such coverage #s provided through self-insurance, there within IU calendar clays after the dart tlfc Contract Adman#stratarrequests that the Lessee sign the centract documents, the Lessee must provide the Risk Manager with a copy of its certificate of autltarity to self-insure its workers' compensation coverage, as wall i:s a letter signed b3'the Lessee staling first the certificate of authority to self=lgsuu'e remaltts in effect and is not subject to any revocation proceeding then pending before the Texas Workers' Cotnpcresatiote Commission, }'Urther, if'at any time before final acceptance of the Work by ties I,.cssee, sttc;h certificate of authority to self-insure is revoked or is rnada the subject of any proce~ling whielt could result in revocation of the ccrtificate, then the Lesse$ must irnrnedlately prrsvide written notice at'such feats to the City Manager, by certified mail, return receipt requested ducted to City of Corpus Christi, Aviation Department, P.O. Box 9277, Corlsus Ghristi, TX 7s4G9 8277 -Attention: Contract Adnrinistrator. Whether workers' carrepensation coverage la provided thmugh a licensed insurance company or though self insenarrce, the coverage provided must be in an ammount sufficisnct to assure that all wrarkers' carnpw~sation obligations incurred by the Lessee will be promptly met. B. Certificate of Instsrancc: * The 4'lty oi' Corpus Christi must be named as an additional insured on the liability coverage, except for t1~c Workers' Compensation coverage and a blanket waiver of subrogation oft all applicable policies. "` Ifyour irnsurenee company uses the standard ACORD form, the cance!!at#on clause {br~ttom. right} must be amended by adding the warding "changed ar" betv,~een "be" and "canceled", and deletistg the words, "endcavar to", and deiet'sng fife wording after "left;". ~` The name of fire project must be listed under "Descriptior- of Operations" * At a minimum, a 34-day wrtttea Halite of change ar canceilatian is required. C. Tf the Certificate of Insurance cn its face does not show on tie face the exaistence of the coverage required by items l.B (i}-(S), art authorized representative afthe insurance company must include a letter specifiicatly stating whether iterfas I.13. {l}-(S) are included or excluded, III. A completed Disclosure of In#erest must be submitted with your proposal,