Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
C2011-408 - 10/18/2011 - Approved
The State of Texas GLO SURFACE LEASE NO. S1.40110014 (TXDOT Lease No L1.67178456) STATE OF TEXAS: §' COUNTY OF NUKES KNOW ALL BY THESE:PRESENTS: THIS [.EASE AGREEMENT No. SL-10110014 (the -"Le4se4) is made and entered into by and between the STATE OF TEXAS, by and thmugh Jerry E. Patterson, Commissioner of the Texas general Land Office (the "OUT) and the Texas Department of Transportation --(the :"Department"), the GLO and the.Departmert. hereinafter collectively referred to as "Lessors', and The City of Corpus Chrsti, referred to as "Lessee"; WHEREAS, the Land Commissioner has authority to lease Permanent School Fund (the WSF!') lands pursuant to Chapter )1, TEX. NAT. RES. CODE, as amended from time 10 time and WILEREAS, the Derailment has authority to lease right-of-way property pursuant to Chapter 202, Subchapter C, Section 202.052, TEX. TRANS. CODE. as amended from time to time, and pursuant to Title 43 Sections 21.600 - 21 „606 of the Texas Administrative Code, as amended from time tri rime; and WHEREAS, 1..essee has applied 10 lease the herein described PSF land and highway right-of-way in Nueces County, Texas; and NOW TI-1.EMFOREJ for and in COnSiderati011 ofthe foregoing premises, the terms, conditions, covenants and performances contained herein, and other valuable consideration, the rece. pt and sufficiency of which are hereby acknowledged, Lessors and Lessee -agree as fellows: ARTICLE I. Premises 1.01. In consideration of therrartual covenants and agreements -get forth herein,and for other good and veinal* consideration, the receipt and stritciency.of Which preberebyackaowledged, LessOrsherebygrart to Lessee, the right to use the surface estateitiftertain coastal publie lands defined herein.for.the purposes identffied in :Article V below. Thoiaid coastal public lands' that Lessee--inayuie are described as follows; heing an approxiniately2;2-acre tract of land in Nueces County, said tract being located in the ittglit,Of- Way of par-k.R.pad 22, arid being part of Submerged State Tract 61, Laguna Madre, Nueces.:COnnty;TexaS; as More particularly described in Exhibits "A", "E", and "C", attached hereto and incorporated herein by reference.(theTienises"). 1.02. The Lessors and Lessee-acknowledgcand_agree'ttot Lessee's right to use the Premises is.exeloStve as any improvements located:or to bniocated thereon. and nonexclusive As to the remainder. 1.03. TAsseeacknowledges and agtees that When any authorized improvements are placed on the Premises, the location of such improvements shall thereby become fixed at such location and shall not be changed -except by a written-amendment to this Agreement. GLO 2011-408 10/18/11 1 Kr.nnedy Causeway Boa Ramp Lase Res 029251 INDEXED AR'f 1GLE li, `Consider-40 inducement for the City of Corpus Christi. to be the !Deal sponsor for :a TPWD boat -ramp: rovernennt grant, and in consideration of the City's cornmitn ent to namtain such itnprovernei ts, rends entirely a3Tset and no pav rnents shall be due. .ARTICLE IIl. :T is 3 01 This Lease is fora term corn nencing on September 1,,,20-11 and .tonninaturg :on AtignSt 31. 2035 unless .sooner terminated as herein provided: 3 :02 hn the event the Department determines rn its-:sole discretion that tae !'remises, .or any'portion thereof, is needed for, :exercising: any of its 'lave functions other than leasin al " ig t-of=W not needed for h i wa i . 8 � high Way Y purses, "the: l7epatlnent may terinuzate this Lease to its: entirety or terminate with res .:.: et. to a n pe y p€srtion of the Premises, acrd if the termination rs only as to :a portion of the Premises .then the terrns of '?this :Lease:Shall :'be'modified" by' written anrendnient to- reflect such tcrittination. T e effective „date of any $uch ti t rntriatiort stroll be ,w srivn r' ran :tive#ve (12) rrra7s frs, frog i the itailee 'tli a of soda ter,nination Tint to the Lessee by tie tet ►irritating par{v- 3 03 in #he.evrent that Lessors decide” to Offer the,Premises for lease after the: expiration.ofthis Lease, provided all: ,.pay rieints due are currennti and provided that: there have been :no unresolved `.events Of default or other violations of the contract tertris and. coinditionsi i sec shall have a right of frst offer to renew this ',1,44:s.:01)• terms and:conditions tob- edeterinined :by Lessors.at the:'tune.df renewal; Approval beatthe Sole :discretion of Lessons: ARTICLE : Acceptance of Prem:iseSID sclatrer` 0 . LESSEE ACKNOWLEDGES' THAT IT IS: LEASING THE PREMISES "AS :I'5" WITH ALL FAULTS, INCLUDING DIiT NOT LIMITED To ANY AND ALL POLLUTANTS, ASBESTOS, :UNDERGROUM STORAGE TANKS AND/OR. ANY OTHER 'HAZARDOUS MATERIALS'` (AS SUCH • TERM IS DEFINED IN SECTION 5 09 HEREOF), AND THAT NEITHEW LESSOR S, NOR ANY' EMPLOYEE`OR AGENT OF LESSORS, HAVE MADE ANY REPRESENTATIONS OR WARRANTIES'AS TO THE CONIMT1ONN OF SUCH `PREMISES. _ LESSEE.HEREBY WAVES ANY ;.ANfl "ALL CAUSES Of ACTION, CLAIMS, :: :DEMANDS, DAMAGES =AND LIENS :BASED ON ANY WARRANTY, EXPRESOR I PLIED, INCLUDINp BUT NOT LIMITED: TO ANY IMPLIED WARRANTY OF SUTTABILITY FOIE A :..P.AI TIGIi[AR PURPOSE,." ANY AND ALL WARRANTIES -OF. HABITABILITY,. AND ANY OTHER; IMPLIED: • WARRANTIES NOT EXPRESSLY" SET "1 ORTH IN THIS LEASE, ;LESSEE ACKNOWLEDGES AND .AGREES" THAI `LESSEE HAs BEEN PROVIDED, TO :ITS .SATISFACTION, THE :.OPPORTUNITY TO`.rNSPECT THE PREMISES F'OR AN DEFECTS AAS TO THE SUITABILITY OF SUCH PROPERTY FOR THE PURPOSE TO WHICH LESSEE INTENDS "O PUT THE PREMISES, ANTI IS RELYING ON ITS OWN INSPECTION. THIS; LEASE AND ANY USES AIJTHOI IZED :HEREIN ARE, SUBJECT TO ALL COVENANTS, EASEMENTS ,'RESERVATIONS, :RESTRICTIONS ANTS OTHER MATFE,RS OE RECORD MD NOT OF RECORD APPLICABLE 10 THE PREMISES ,INCLCJDING'BUT NOT LIMITED TO ANY RIGHTS' OF THE UNITED STATES 'OF AMERICA UNDER THAT "CERTAIN SPOIL IMSPOSAL AND RIGHT.OE- WAY EASEMENT DEED DATED AUGUST 21,/1947 AND RECORDED AT VOL. 3sz, PAGE 307, REAL PROPERTY RECORDS OF..., UECES COUNTY. TEXAS. LESSEE'IS HEREBY PUT..ON NOTICE;THAT ANY PRIOR: :GRANT AND /OR ENCUMBRANCE MAYBE' OF RECORD. AND LESSEE TS ADVISED TO EXAM1NET E RE00RUS IN THE ARCHIVES AND RECORDS DIVISION OF 'THE TEXAS "GENERAL LAND OFFICE, 1700 NORTH C0NGRES AVENUE, AUSTIN, TEXAS, '8701,, AND ALL OTHER LAND TITTLE REG0RDS OF THE COUNTY III WHICH THE PREMISES -ARE LOCATED, BUT IN: ANY.EV"ENT "LESSEE:'IS LEASING THE PREMISES'S upOCT TO ALL PRIOR RIGH1'S .AND ENCUMBRANCES, WHETHER OF RECORD OR NOT. 4.02. LESSEE ACKNOWLEDGES THAT ANY AND -ALL STRIJCT 7RES AND IM'PROV :EMENT. EATING ON THE PREMISES ON: THL COMMENCEMENT DATE, IF<ANY, ARE ACCEPTED "AS IS" W TH ANY AND,:ALL LATENT AND PATENT DEFECTS.AND THAT THERE ARE NOWARRANTIES EXPRESS "OR IMPLIED," .BY 'LESSORS ESSORS WITH RESPECT THERETO LESSEE ACKNOWLEDGES:; THAT IT IS NOT RELYING WON ANY REPRESENTATION, STATEMENT OR OTHER ASSERTION BY` LESSORS WITH RESPECT TO ANY EXISTING STRUC URES OR IMPROVEMENTS, BUT IS RELYING ON ITSEXAMINATIQN THEREOF. 4.03. THE PROVISIONS OF THIS ARTICLE "IV-SHALL SURVIVE" THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE. SI20114014 BHewgley Kennedy Causeway Boat Ramp Lease ARTICLE V. Use OfPrerniset 5.01. Lessee shall have the right to Use and occupy the Premises • for 'ConitreetiOn, operation,,atid maintenance of pub& boat ramps and public parking. Overnight ase suth parking areas for camping shall be limited to two rectdatiolial vehicles fOr period not to exceed five consecutive days. NotWitlistanding anything hereinabove to the contrary; , overnight use a sitar parking .areas for any other use is prohibited, except. for Lt&see's subtenants, guests and invitees., Lessee - shall enfOrenthiS prohibition against oVemightuseastith parking areas„ Lessee may manage the parking :Meat by providing for ream:M*1e parkifigtules and regulations, and designation Of parking spaces Any proposed ehangelin the use Or additional Uses of Me Premises not permitted herein are subject to the Prior written approval .of Lessors Lessee shall notengw:in any use 'on the Premises not -expressly .sdt . forth' in this Section 5..0i 'without the prior written consent Lessors. Where required:by law, approval Of 1..eStOis it,subleet to „ , the :concurrence of the Federal Highway Atimmistration (the 'THWA"), including, but not limited to, approval of the placement and use of any fuel Atatge-tanks or dispensinglaeilifies on the premises, $.02. LeSseeacknoWledges -andagreeS :that ieSidential,Uses- of the:: Prerhises arid Sales,Ofaictitiolic beverages Onthe-PrOrrrises'ate expresslyprohibited. Violation OfthiSprovision Shall CariStitute of default. 03. A, -LeSseetiSc'efthe PteViiitais subject toand cotaingenttipooftompiianCewith-thefOliowing covenant•andobligationE • :Lefkee may rebuild and/or repair the existing groctates -authorized in this Lease Not later than thirty :OW days. foliowing completion of any repair or rdOonstruOttin- of the Existing Intprovenients and any Other improvements authorized pursuant to MO:Lease, Lessee shall remove any and all building inatetial.s::(inelading,,.withotit blather; PVC pipe, --_insulatiok Plumbing strophes etc) from the Prembes. Lessee shall at all tfine&during.theterm oftbi Leas e maintaindle:StnienhesatitheriZed herein in good repair arid :Safe condition; Lessee:shalt atall times. during theLease Tenn and any .holdnverperiod, mainteinall piers, .struetures, stairs, steps, walkways, vehicle parkingarea'andintlietimproverrients used, orperentially- used,..by :the,: public in- good_ repair and Safe condition. 3. ,Ahy.00.-rapletated on the Premises Shalt tOnsistof concrete block, hitolOcking::biielt, sack tete, rock largeenough not to displaced storms, and/or concrete rubble which is :free of protroditig:rebar. Lessee hereby .acknowledges and agrees that the use of tires:, vehicle: patts„ :appliances trash ,..debtis,, asphalt vegeta:Om or ether material not authorized herein is strictly prohibited -PrOpwashing is considered afOrtn,Of.: dredging and, as such, i$::.sp0c,iNally:.M)hik)jiOd as a :roeth0. of ;emeting: or rnaintaining.ateas of: inereased-water:deptk 'ImPActs:t0 ctnergmfm.401:m.49r9Y#PT- B. Lessees merit the Premises is-subject:to and:eontingent upon :compliance with the :following Special :Conditions 1 Lessee:aekto*tedges and:agrPes'tilatony.:::in,OPPratklMal, velucle or equ1pment whicb is Iocared :PP the Prern*§ for more than thirty (30).consecuhvedays i. 0:Jere:•.:item and trust be immediatelYTemovecl from the Premises. Lessee shall prevent the,accumulation, Storage or abandonment on .submerged portiOns of the Premises of any derelict .vehicles, :1,0ts:; traders, equipment, parts :;:appliances tires, 'building materials (including, without limitation, foundatitm::foetiug piers, conoteternble:and.walls)3,'paShor otherf.delitis--and keep:the Premises in a neat, clean condition., in keeping with the ..riatthe,,,ofthe Prentisesand sintilar neighboringtmetS. Lessee shalt. maintain: regular garbage :colleetion:services,Hroingeither the --services Ofithe, City of Corpus Chrisr Sanitation i)ivision and/or theserVice of a solid :waste contractor holding a City of Cotpus::Christi-' 'Solid Waste permit, andSball, upon request by Lessors, produce evidence of snoh.garbage -collection :serviecs in-the:fOrtn of a tu'rent connact,:seqtentiallypaid bills4:ot:the like. .Prior to,apy COnstArcticin, mStallationor. other activities on the Premises, Lessee sh provi de written notice -o. ail SpecaL Gelid:46pm to any Cnir: tractor andittagentinvolVed ,mreh tesstothall serida:copy .orSfich,toriee-to Leskiti- 2. 3- 5..04 Lessors and Lessee acknowledge and agree that Lvsseers right to control the use of the submerged portion of the Premises is exclusive as to the nnprovements located by Lessee or to be located by Lessee on be submerged portion of the Premises and non- exclusive as to any other submerged land contained within the Premises SL20110014 13Hewgity Kennedy Causeway Boat Kamp Lease 1 ' 1 5.05. Lessee itray hat use or occtipy,:permit the:PretniSes :to be used Or oecupiett hat door permit:arrythin_g10 be 4:00e. in or on the Premises in a manner that 'would in any void Or voidable 'airy instrianee:then in force with respect or that would make it to -Obtain the insurance required to be :furnished by Lessee hereiindet; 5.06. 'Lessee, at itS3r-oWirr expense, will comply with all 'federal; State, municipal and other laws, codes, ettlinanceS, rules and regulations applicable to the-PremiSeS.. will install and Maintain lighting-vit the Premises adequate to comply with 'QS, Coast. Guard and Other applicable regulations will install, remove and alter such equipment: and racihties in, and Make such alterations to, the PterniSeS as may be nocesSary-so to comply, Will Corrigy with such regulations as Lessors may :prhnitille regarding sanitation, Cleanliness and -Other health andionenVironniental matters including, without ihnitatiOn, removal of garbage, trash and other waste, and will use the highest &gee:of-care and all proper safeguards to prevent polititiOnOf atr, soil and water in* on and around the Pretruses„ Lessee will not Make anyttrilawfid uie etf the Premises or permit any thilavithl use thereof and wifl #4cerMilit,:orperrnit anyane'elsetri.commit, any act whiehiSaiiirisancenrantroyanceto Lessors eit adjaceritproperty.:ownerk or teoapts,::.or..whioll Might., in Lessott exclusive judginent.:appreciablY:idarnage Lessors' goodwill or reputation-_ot,•tend to injure -or depredate the due of the Praises ',arid/or-any improvements located thereon, hi-addition to the forego'itig, Lessee al Lessee S 'ekperte Shall cOmply with all laws, rules, orders, ;Ordinances; .directidis, regrilatidis,. and 'requirettrents of federal.; State; county, and trunfiCipal :antliOritieS now in force ,or which rhayEheteafter be in ferree-that impose any duty upon Lessors ot LesseeWith respect to the tiSe;tieerrpation, or alteration • of the Premises, including but not Iirnited to the Americans with Disabilities Act (ADA), (Public 'Law - July 20, 1990), Chapter 121,'"TEX HUM. 'RES, CODE, and:Chapter469, TEX:.00VT., CODE. In 'addition to foregoing,. Lessee .SItali furnish to . . Lessors, Within: five (5) days of receipt by Lessee, copies of any and all notice and/or correspondence directed tO Lessee by any governmental: entity:Or other entity or person indicating Violation or posSible violation Of any laws or other regulatiOnS,Including without lirnitationany laWor other regulation:keg:aiding l-lazardouS Material (as defined below). 5.07. LESSEE IS HEREBY EXPRESSLY...NOTIFIED OF THE NATIONAL HISTORIC PRtSERVATIOr :ACT OF 1966 (PB,89-66, 80 STAT 915, 16 1.1.S.C.A. :SECTION 414), ET AND THE TEXAS :ANTIQUITIES CODE (TITLE 9, :CHAPTER 191, TEX NAT. RES. :CODE ANN. [VERNON 2001 & SUIT. 20041).. IN :CONFORMANCE WITH THESE LAWS, IN THE EVENT THAT ANY SITE, FOUNDAIION, 11.111LDING, STRUCTURE, LOCATION; OBJECT, ARTIFACF;ITEM OR OTHER FEATURE. OF ARCHAEOLOGICAL, SCIENTIFIC, EDUCATIONAL,. CULTURAL, OR :HISTORIC 'INTEREST IS ENCOUNTERED DURING THE ACTIVITIES AUTHORIZED BY THIS LEASE, LESSEE :SHALL IMMEDIATELY CEASE ANY AND ALL. ACTIVITIES,. AND NOTIFY .LESSORS AND: TEXAS HISTORICAL cordmissioN, Poo. BOX 12216. AUSTIN, TEXAS 78711, SC) THAT -APPROPRIATE ACTION MAY BE TAKEN. 5.09: Except aS'eXPressly and.specifitally.proVided: for in thiS LeaSe; Lessee may. riot:n:56;d knowingly' permit the riscirfariy part of the.Prernisis.forthernanirfactirre:Of flarninable, explosive,: Or liatarddis Ivlaterials, or foranybccupition thatvottld tredeerned by Lessor.* or.fliVeltA to be hazarddis to eitherthe bighwayor uon4righway user. .Lessee shall tot bring elite; Or•dispose:of n, on Or around thePtemises arty withointre:Ptior written consent of Lessors, which consent be Conditioned on Lessee'S Corr-it:dying With alt applicable federal, Stateeotrrity andorunicipta rules:andregulations,gOventing such Hazardous Material and any other requirements of Lessors ("Conditional Consent)„ For thepurposes of thiSLeaie, the term "Hazardous Material' shall Specifically exclude fuel for motor vehicles ar VesSelsatered in internal tonics of a motor ot outboapiengtne:or.portable • fuel tanks with a capacity of less than ten gaIlons;fatnOr oil for :rnotOr vehicles or vessetengities, including Motorail in containers .....ated for retail sales. to consumers cleaning solVent iri•containets sized for retail saleSto:eonsinnets;:and batteries for Mater Vet/idles orileSselS; but shall includei 'Mean arldrefrrta 91*,07,10Pre of the.f011owing: A, Asbestos; B. Any substance, material or wa.ste defined as. a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act (42 U.S:C,.Section 690I, et. seq.); C. Any substance, material or waste defined as a "hazardous substance" pursuant to Section [01 of the Comprehensive Erivironincrnal Resmnse, Compensation and Liability Act (42 U.S.C, Section 9601, et. seq.); D. Any substance. material or waste defined as a 'regulated substance" pursuant to Subchapter IX of the Solid Waste Disposal Act (42 US..C. Swion 6991, et.. seq.); E. Any substance, material or waste which is reasonably considered by Lessors to pose an actual or potential threat to persons andfor property in, around or on the Premises. 5.10. In the event of Lessee's violation of the prohibition set forth in Section 5.09, or of Lessee's violation of any conditions applicable to Lessors' Conditional Consent, Lessor's shall have the right, at Lessors option, to (i) e.harge Lessee the sum ,of One Thousand and SL20110014 4 Kennedy Causeway Boat Ratop Lease Bliewgiey No1100 Dollars 1:,tf00 00) per day for each such violation within ten 10)40S. of the date Of Lessors' written notice.of such charge to Lessee, and depositsuch sum(5) in the SurFace Damage Account created by TEX. NAT RES CODE -ANN„ §52.297 (Veinon20.01 i3 Sapp 2004), and/or (ii). remedy any hazardous situation M exist g as a result of Leasec's violation and invoice-Lessee for the-cost associated iwith senie, anchor (iii) irrespective of the, provisions of Article 'Whereof.) declare Lessee tit default under the terms oft is Lease Notivithstarnding anything hercinabove to the contrary, in the event`of Lessee's �riatation;-Lessors .May; in - addition :to fining Lessee forsiich violation and/or deelarhig,Lossee in "deiarilt under this Lease :require Lessee to,take rennedrnl :action in oreler to remedy any hazardous situation, and Lesseee'herebyagrees.that Lessors shall be entitled 16 iforce this right :b) bringng an. action for specific performance in:..a court of competent jurisdiction. If repaired to take remedial action, . Lessee shall; within ten (10) days of Lessors" notice, at` its sole cost and expense; coma nce :action as:speciliedby Lessors :to remove all Flazarelous Material -from the Prenxi s and/or.any other public acid private property impacted by Lessee`s release or discharge of any Hazardous Material, _and Lessee shall conduct such work in ace rdance with all applit<aible federal, State, :county and municipal laws, ordinances and regulations governing ch:.:wark:: 5.11. IN THE EVENT LESSEE, LESSEE'S EMPLOYEES, AGENTS, -OR REPRESENTATIVES,. BRJNGS OR. KNOWINGLY 'PERMITS THE BRINGING OF ANY HAZARDOUS MATERIAL ONTO THE PREMISES, OTt DISPOSES OR KNOWINGLY PERMITS THE DISPOSAL OR RETENTION OF ANY i1A iRt OUS MATERIAL IN OR ON THE PREMISES LY ANY MANNER OR,; N VIOLATION :OF THE PROVISIONS OP 'THIS ARTICLE V, LESSEE; TO THE EXTENT =At1THORIZED DY LAW,, AGREES TO'INDEMNIFY LESSO FROM AND AGAINST ANY AND ALL CLAIMS. (INCLUDI<NG STRICT IABILITY CLAINISj . SUITS; COSTS, CAU ES OF ACTIONT, LOSSES AND ALL OTHER DAMAGES -AND EXPENSES {INCLUDING' THE COST OF DEFENDING AGAINST ALL :OF THE AFORESAID) ON ACCOtJNT.OF CLEANUP" ABATEMENT ND /OR DISI' AL COSTS :FINES AND /OR PENALTIES 1 CURRED OR CHARGED DUE TO THE PRESENCE OF SUCiI HAZARDOUS' MATERIALS; PROPERTY DAMAGE AND /OR PERSONAL 'INJURY SUSTAINED OR ALLEGED TO HAVE BEEN :SUSTAINED BY ANY PERSON. pR PERSONS, AND TRE COS ` OF REMOVING. LIEN PLACED QN 41. FR:EMISES. LESSEE'S INDE TY I IEREUNI?ER INCLUDES, BUT IS NOT LIl1i TED TO, ANY NEGLIGENT ACT OR OMISSION OF LESSEEE . LESSEE'S EMPLOYEES, AGENTS .AND /OR REPRESENTATIVES; OR ANY mum PERSON OCCUPYING THE :PREMISES, OR' ANY PORTION THEREOF, BY, T1 ROCIGH; OR UNDER LESSEE. 1 PSSEE'S INDEMNITY HEREUNDER.- SHALL.SURVLVE TERMINATION OI THIS LEASE 1V TIER BY EXPIRATION OF THE LEASE TERM OR OTIiERWI5 ARTICLE VII. IMposrti.oi s,.Uti:lities, Net'Lease '&01; laripositions Defined. The term °Impositions" tneans all to s. assessinennts ase.:and occupancy taxes;: rates-and"rents, excises _levies, /reuse; franchise. and penult -fees, personal properly hies,. ad:valore taxes' and: other charges. by any; publsc authority) general and special,. ordinary and: extraordinary, fareseett:?a id urifereseet3,: iaf any: kind- and/or iiat i :- tivl atsoever, ':That are :assessed, lev .charged confim ed or unposed during the Lease Term by any public atit}iority upon or that me . lien on (i) t'ne: Pieniises .or any part thereof including i �, nxprovemetits ttvti+'or hereafter -c€rmprtsing a pall tht:r-6f, (ii) tkte appurtenances thereto nr the sidewalks or streets. adjacent thereto;-or (iii)'the srelit-arid incortie-re ived by or' for the'account of Lessee. from any sublessees ar for ally tile or: occupation ofthePremises: 6.02 Lessees Obligation:, During-:the:: ease Term, Lessee: will pay; all ianpositions as. and 'when they become Lessee-Will, of . requested, promptly deli+ ertoi Lessors evidence of payment. At its sole wise, LcsSee array contest the validity or arriourit of any Inapbsitian,: in which event payiiient may be d felted oniy:as;permitted .. 1a. however, in no event. LetiSee defer pay Tent. in a manner that ►vvttld allow:. a lien to be placed upon' the Premises yr any part'heteof`."sLessors shall have the :right ta: require'additional security for-any-deferred payments, suffieteritto cover the; impositioris, interest attd peiiaitie5.: 6,03. Utilities. Lessee will pay all charges :for gas ele is ty, light; Beat, air conditioning,. power, telephone,>and alt other utilities-arid similar serviees..rendered' or supplied to<the Premises, and :also: all water rents,: sewer service charges or other. similar charges, including;; but not limited :to conneeti n fees, transfer fees. and deposits. levied or charged against or in connection :with the Premises_ IN NO EVENT WILL . L SSORS:. BIT ,LIABLE EOR.ANY INTERRUPTION OR FAILURE :IN .THF S:UP?LYING OF ANY UTILITIES TO THE PREMISES. 6.04, Net Lease. Lessors will not be _rew red. to maI atIy expenditure), incur ally obligation, or incur any liability of any kind . whatsoever -in connection with: -this Lease. or the financing,.ownershi'p, construction, inaintenan , operation.or repair of the„Prernises. Except as- otherwise provided for in;this Lease, Lessee may :not allowwencumbrances or liens of any:sort to .be placed upon the Premises :or any partthereoi SL20110014 tiHewgley; Kennedy Causeway Boat Ramp:L.ease ARTICLE. VII; Maintenance 7.01. LESSORS SHALL HAVE NO DUTY TO REPAIR OR MAINTAIN THE PREIvIIS S OR AIIY IMPRoVElvEENTS: THEREON, LESSORS SHALL HAVE NO DUTY TO MAKE ANY REPLACEMENT OF ANY IMPROVEMENT. Lessee shall, Maintain in good, safe repair and condition, including the aesthetic value, at its sole expense and risk, all of the hnprovementi and equipment located or 10 be located on the Premises; free from' waste and nuisance, provided;: however, that Lee's obligation to this 'regard shall extend to the "Highway Facility" (as hereinafter defined) Only to the extent that the Highway Facility' is damaged as a result of Lessees use of the Highway Facility or as ,a result of business operations condtcted pursuant to, this Lease- and/or sublease. Any such maintenance, repair and/or replacement shall" not thief fate with or reduce the level of service of the Highway Facility as'deterrriined by the Department 3n its soledtseretion. The term "Highway aethty" When used throughout-this Lease means. any present or future physical roadway nnprovernents within the right -of -way, including, but not l united to ,bridges, briidges, embankments, drainage areas, ;baffle signals; signs, and roadway surfaces and subst rfaces. 7.02. Lessee shall, at tine expuation:or ter► rination"oftliis".Lease deliver, up the Pretr ises, and all irnprovernerits thereon, clean and .free of :trash:and. in geed repair:and condition (reaSonabie wear and tear excepted):; 7,03. At tirnes:during the term ofthis L ease, Lessee will provide trash containers in suita. ble number so that cuasttitners:and invitees do not litter the Premises. Lessee shell be responsible for the regular. disposal. afall lit* and/or sewage.assorriated with its operations at the Premises (whether ar not such trash or sewage is generated by Lessee or its customers and inuitees). Lessee agues to pay: Lessors, on detriand, any sutras expended by Lessors in the nature of cleaning; sweeping,. or sewage. :and/or trash removal costs associated- with'the Preimses and agrees to indemnify and hold: Lessai harmless with respect to any such casts incurred by any wither person which Lessorsniay be obligated to pay. 704. lithe Department'orthe GLO :dr termines:thatLessce has failed to maintain or make repairs or replacernentsas required herein; either may notify Lessee :in writing cif said failure. Should 'Lessee fail to correct the sittiation within the time.. provide l'fa in the notice; :either the Department `or the GLO may inake: tbc" necessary correction at Lessees sole liability, and `Lessee shalt pay the cost' thereof includit g, :but'not limitedto, the cast of `labor," materia ls;;.equipinent,'plans`and 'administration; .within ten (10 days of reeetpt :af a :statement cif said cost_ Lessors may; at Lessors` opt ion, choose other remedies .available hereirt;;available,at law; or:availahle .lei egritty.: 7.05 At arty time during the Lease Tenn, and upon notice: to • Lessee that is reaSattibie raider the circtanstances,:the Department tray require Lessee to cease.opeations on any portion ofihe Premises located between the setback line as. shown flee eidiibit(s) attached hem and :the John F. Kennedy Causeway (Madding Under the Causeway bridge), for as:long'as is reasonably necessary, in order"to perform: Maintenance. and/or repairs as mg bettecessarksis determined by the.Department in its sole discretion, ARTICLE VIII. Construction oflinprovemennts 1101 Lessee hereby represents that the structures and improvements on the Premises (the "Ekistinglraproven eithe) are within the Premises. Lessee shall not <construct -additional itnproveinents upon the ?reni.ises- without the prior written approval 'of Lessors. Where,. required by law, approval of Lessors is .Subject to. the ctirrerice ithe :FHWA. Any additional impro renients. must substantially comply with the latest plans and specificattvns.appioved by L.essars and/or FHWA.: S.02„ ANY APPROVALS BY LESSORS UNDER THIS ARTICLE; INCLUDING BUT N€ r LIMITED TO APPROVALS OF PLANS AND :SPECIFICATIONS, INSPECTION OF WORK, DESIGN AND/OR - CONSTRUCTION; ARE NOT TO BR CONSTRUED AS ,A REPRESENTATION, WARRANTY OR :STATEMENT AS TO THE QUALITY; SOUNDNESS: AND /OR SAFETY OF THE DESIGN AND CONSTRUCTION OF ANY O:F --THE -IMPROVEMENTS (INCLUDING, WITHOUT LIMITATION; THE EXISTING" IMPROVEMENTS) OR FACILITIES" RELATED THERETO. &03. Lessee will furnish to Lessors tyro (2) sets of complete : plans and ::specifications: for gading and all additional improvements proposed to be placed or constructed on the Premises, and no work Will be done without ;prior written approval tif' such plans by Lessors. Where required by law, approval of Lessors is subject to the concurrence of the.FHWA. Plans must be prepared by a professional architect or engineer registered in Texas, and his or her signature and seal must be prominently ,displayed on-the title- sheets. The plans and spceifications are to be submitted to the ".District Engineer" (as defined in .Section 17:07 below) and to the GLO for approval. During the course of the work, any-'"chartges. or also a submitted to the District Engineer ,and the GLO for approval. Where required by law, .said approval is subject to the coneurice of the FHWA. All construction work is to b!e.;.done in: conformity with the plans and specifications as approved. The Lessors, their employees and/or representativ =es have the right to inspect work on the Premises at any time..>during the progress of work, and to make a final inspection upon completion. Lessors may;' take any action necessary, including directing that :t orb be temporarily stopped, at Lessee's expense, or require that - additional work be done; at Lessee's expense, to ensure compliance with the plans SL20I 10014 l3Hewgley Kennedy Causeway Boat Ramp Lease. :and /or specifications, protection of all parts and elements of the Highway Facility, and compliance with Lessors' construction and safety standards.. Any improvements (including; without limitation, the Existing Improvements) are to be designed and constructed to permit actress to the Highway Facility for the purpose of `inspeetion, maintenance arid construction when necessary: or desirable as determined by the Department at its sole discretion.: 8.04. Lessee, at its own expense, shall 'provide. for detours. barricades; warming signs, flares, flashing: light signals, ilag€rten and: any other safety measures as are deemed necessary or desirable by the Departmetit(o direct and" protect and pedestrian traffic while .construction," maintenance; repair work andior other related activities on any iniprovett tints (including, Without' limitation, the :Existing lnrprovements) is in progress. Details and descriptions of these traffic - handling Measures must be included. in the plans and specifications when -submitted, for approval. ti', during any construction, maintenance, repair work or related activ` rty, it becomes necessary Or desirable to'modtfy such traffic ccititrol measures,, prior written approval .east be •obtained froth the District "Engineer. 8.05. A. Within •:Sixty (60) days following the expiration or earlier: termination of this Lease,. Lessee shall remove all or any portion oldie Existing Improvements, additions, alterations andlor fixtures then existing on "the Premises, remove all debris resulting from such removal,,- and leave the ground theretofore occupied by such improvements in a safe, Clean condition, all such work to be done as promptly and expeditiously as is reasonably possible (but in no event to exceed sixty days). Prior to commeueing removal activities; Lessee must submit plans for;sueh removal activities to the District Engineer and to the t' LO Such plans are subject to the written approval of Lessors prior to the commencement of the removal of any improvements. a : 1 "f Lessee fa"ils=to comply ►with :Section.LO5.A... hereinabove, Lessors. shall have the `option tai I Deon:dish.ond remove any anti all: improvettrents: tincluding, with.out'limitation, the Existirig°-Improvements)' at Lessee's expense, and Lessee shall pay. all costs thereof (incitiding,`but riot Baited tti, the-" cost of labor, materials, equipment, plans and admiuistration,,and any amounts nneerred byi'Lessors iatteniptingtaseffect collection thereof) Within ten (lO) days of receipt of a statement -Of Said costs from Lessors 2:. Assume possession, ownership and cnntrol of the Premises and the improvements (including, without limitation, the Existing litiprovern'ents):t1herion 8,06. Tiotw.itltstariding any: provision :of':this Lease which perniits Lessee to detrtotiste alter, rientodet or'r.:enovate the Existing lniprovernents :ori the; Premises, Lessee: shall :not "redevelop" (as hereinafter` defined) the Premises without the prior written consent :ofLessor:s, whiebeonsent,niay.be granter or withiteld in Lessors' sole, discretion: Where required said approval is subievt:. to the .Concurrence-.of the FHWA.. By way of exaa ple and not by way of limitation, as a condition to permitting' redevelopment tir the Premises 'Lessors may require '(1);revisions to the .rent terms of this" Lease;. (2) reconstruction and 'operating of "the Premises within a Iintited..petiod of time, and" (3) renegotiation: of part or all of the terms of this Lease. As used in this prevision, "redevelop? irieans` the itdfziti in of the Existing- l.mprovements upon the Pre ises (er any other improvemeriits authorized) ursuant to this Lease. whieli`: iarl a the nature of those tro p' ovetnents from the use or uses s y p ) g pr pecifrt;aII ';set forth. 'Section 5.01. Lessee may, without :eri� �agitg in rettevelbpiuent, remodel, zebiiild, rehabilitate' ar reuavdte the >.,1✓xis'tirig lmprovem eats (or any ether improvements .authorized'pursuant to :'this; Lease) ° :so, long: as""the improuettients: are permitted by Section 5:01. of this Lease and so lent as suds rerxiaaelirig„ reconstruction, rehabilitation" or renovation shall not result in a v olataon?:ofLessee's:obligation to operate the -Pt!etniseSaS set forth in Article;'V Of this Lease. 807. if Lessee receives-°;prigr :r`ritten'appraval from Lessors t Iredevelop the Premises, all plans, co instructicari doeti tents and specifications fpr`redeveloprnec t must be, furnished to the Dtstriet Engineer;and to the GLO for prior written approval. Where. requited :try taw; said approval is subject to the concttrreg ofthe :f'HWA :: Such .rodp,volOpment most comply With all other terms, ennditions,, covenants and :°performances :contained in this<Lease. 8.08 Lessee; covenants that an improvements constructed on the ,Frerttises (including, without lrtnitation, the Existing Improveinents)'will not at any time during, or after construction damage, threaten to daniage, interfere with, reduce the level of service of or otherwise adversely affect any part: or element of th:e Higbway Facility orthe operation thereof as determined by the Departruent in its sole discretion. SL201 10014 RHewg]ey needy Causeway Boat itarnp'Lease 8,09. Construction StandardS.. Any :and all improvements :(ineluding, without limitation,. the Existing Impttiiieriteritt) Shall be tOnstrueted, and any and all alterithitiOttiovations; repaitt,,refurbishinent or other work with regard theretOShall be perfornied indeeordaneeWith the following ."ConStrtittion Standards".:(Iteeein o referenced): A. Alt:St:eh construction Eir,Work. shall be perfertried in a goad, workmanlike manner in accordance 'With good industry Firearm for the type ofwork itiOneSticiit B. All such construction or work:shall bedone in cOrepliante with applitablebuilding codes', Ordinances and other laws, rules andfor regulations ofgovernmental authorities having jurisdietiter, C. Lessee must obtain all required governmental litenses„ permits and authorizations prior 16 beginning any Such coesbnetion or Work: "43: TO:the extent allowed by Law prior to commencement of conStrtietien, Lessee shall have obtained (and Lessee Shall Thereafter maintain) in force and effect dining all instil/ace ..cOverage in the amiyuritST..-set. forth hereinwith iteSpectio the tYPe of construction otWorki h queStiOnatid :fattish evidence ofsticli insuranteta.LeSsOrS; E After eininnerieddient f boristriietibii,,LeSsee.eerkitainS and agreeStheit'Sitch COnStriictibil or wOrk. Will be, preSeatited With: dire .diligencettt its. Completh* and F. Lessee is solely responsible for meeting and adhering to the above eonStruetion standards, tiOtwithstanding:LeSsorS' apprOVAI: construetiOn doctiMents. G. NO Improvements, other than paving,. eluting and other ine:idental opeti-air parking lot related nnprovements may be Cohstmeted or triaintained between the Building Line and the southernmost lease tract line as shown on the attached Exhibit "C", ARTICLE IX..:Liens 9.01. It is expresSly acknowledged and understood tlintLOSSOr$ -do net consent tes:and bevonotby the exeCtitiOn. and:delivery:of:this: Lease consented to the imposition of any liens the Premises by any party WhOritsoever,;,LOSSet::shall not suffer or orrajt.:aoy meehadies liens or other liens to be filed against the fee of the Premises otany pertitin thereof, :aainst. Lessee's leaSeheldinterest in the Premises, or against ,any • of the Improvements ; on the PrerriiseS by reason of any -*irk, labor, services Or materials supplied or claimed te have been Supptiedto Lessee or to nnyorieholdingdiePrentises Or.:.eny parethereef thretighor under Lessee. 9,02. In the case of the filing of any such lien, Liessee.h4li immediately thereupon discharge the same by payinent, bonding or otherwise, but in all eVents.prior to the •foreelosure thereof If.:(lefaUlt in payment thereof shall :Continue beyond,.the expiration often. (10).dayS.:alter Lessee's: receipt of a notiee thereof, Lessors shall have theright, but not the obligation, at Lessors' optient,.:to discharge such lien at 'Lessee's ,sole.eoseand expense, and m such event, Lessee shall reimburse Lessors for such costs Within :ten (10) days Of receipt of a statement:Of said vests from Lessors. 9.03. hi addition to the foregoing, Lessee shall furnish to Lesson within five .(5) days, of receipt by Lessee copies of any and all notices and/or correspondence directed to Lessee by any person or entity alleging the right 10, or notifYing Lessee of the filing ot any mechanic's, tnat.erialmarils or other lien against the fee of the Premises. Lessee further covenants and agrees, to the extent allowed by law, to protect, indeirmify, defend and hoId hanttlesa Lessors from and against all bills and claims, liens and rights to liens for labor and materials and architect's, engineer's, contractor's and subontractor's claims, and all fees, claims and expenses incident to the construction and completion of any Improvements, including without limitation any reasonable attorneys" fees which may be incurred by Lessors in connection therewith. 9.04. Lessee shall funlisli.to Less9M111:101 request, receiPts and' teleaseS, which are acceptab le to Lessors . froth all luaterialthen froth %tom any material is obtained by Lessee or by anyone holding through or under Lessee, for use in the IthProYerueutS authorized by this Lease and from all contactors and sitbcontractors, to the end that no liens of any character mey be affixed against tbe Lessee's leasehold estate created in this Lease, except those provided hereafter. ARTICLE X. Bonds 10.01.. Prior to commencement of a construction project that costs in exce,ss of Fifty. Thousand and. No/100 Dollars Lessee, at its sole -cost and expense, shall deliver to Lessors a performance bond or other security acceptable to Lessors for a stun to be determined by Lessors based on the cost of completion or removal. of proposed improvements. The performance bond must be issued SI-20110014 BHewgley Kennedy Causeway Boat Ramp Lease by a ce m any licensed by"the .Texas Department of insurance and in a faun acceptable t€ 'Lesser% atataingthe Lessens as Oh1i"ge.e. 'Said perforinance'bend sl all be for the purpoSe'of, uarani ing.Atli and proMptperthrinaxide of all crniati nctiQll.wilt and.full:and prompt payment:and perferritencenfaliciaimants.tupplying laber:atiddor:materials n:the peirortnani e of'ihe.ccinsiruction work, ARTICLE Xt. Sigma': 11.o t. All signs, displays Or devices placed sin tine Premises by Lessee shall have prior written:approval by thecityief Corpus Christi, the District Engineer and; the GLO, and ;sha "ll ' be restricted to "those indicating ownersli:ip and type of aetrvities authorized to be conducted-.�n the "Premises; inciuding-traffie'eonlroi Any such. signs, displays eleViceS that drn" not egnfor n to this:.paragraph may be removed arid disposed of by Lessors at Lessees expense ,;: ARTICLE "III. Insurance -and Indemnification. 12.01. Contractor's Tnsuiarree. :Lessee agrees t0 irequirothat Sts Contractors any at all limes while :engaged in the ;co istrietion; alteration, reconstrtctio n; :repair or: ttriaintei3ttrtrce of the Tznpnsveirretsts dur the Lease. Teems, tine f'olloWingrnriiimtrn insurance With:: teotnpantes authorized M.& business 'iti the Std of Texas; .protecting Lessee and Lessors, as an additional ensured, a Againtt zany and all claims for injuries to persons or .damage'to property, as a neSult of or arising 'out Of such construction; alteration, reonnstruction, repair or maiiiterrance'tif the liiiprisverrients.by Lessee's coiatractors Worker's .compensation :as reqiirel by Teas.law'with the policy endorsed, where Wherereascinably available„ tt provide. :a i giver vf. suubrogation as to Lessee anti.Lessers, and e r ployefs liability insurance of not less than One Million and No /100 Eli ilars'. ($1,000,000.00) (or the statutorily regiiired'nntnirrruirn if higher) foreacir accident; B Commercial general liability insurance including independent nee ntractor's litbility, completed operations and Contractual: liability, adequately "insuring each contractor's liability for bodily injury, extended ::to include personal injury liability coverage, and for damage ? to pr icy of third parties, with :insurance limits of not :leas than One Million and NO/100 Dollars ($1,000,000.00) with respect to bodily injury or death to. any number "of persons in anyone aceident or occurrence and not . less than fine Million and No /100 Dollars ($14)00,000.00) with respect to property `damage; in any one accident or occurrence; C. Conpr� he nsive automobile and truck liabi li t3 insurance, covering. owned, Hired and non-Owned .vehicles, with minimum limits of Torn Hundred Fifty Thousand: and No7100 Dollars ($50,00.0 :00), each person:and Five Hundred Thousand and No/100 Dollars ($500,000.00), each occurrence, for bodily emery and One Hundred Thousand and No/I00 Dollars ($100,000.00), eaeh occurrence, for property damage, such insurance to inalude."caverage; for loadingattd`unloading hazards; anrl:. D. hiring construct? on of the in pro :cements and luring major alterations thereof, lessees enntra ors .shall obtain "umbrella' excess liability coverage insuring the contractor for an amount of not less than One Million and No/I 00 Dooliars. (51,0000000.00) :conibinedl single limit bodily injury and property damage" lability, including death, in addition to the primary coverage required herremaboVe,. Lessee or Lessee's contractors roust also obtain; at no,cost;to Lessors, "dill*" builde?s risk insurance; insuring against losses resulting from fire, extended coverage, vandalism and malicious "mischief; in an amount . equal to one hundred' percent (100%) of the insurable.:value of the construction "work .completed value form including, materials delivered and labor performed for work. Such policy must name Lessee, Lessor, the. contractor, subcontractors and sub-subcontractors as loss payees as their interests may appear. The liability insurance policies required .herein "must name Lessee and Lessors as an additional isured and must include waiver of subrogation :endorsements in favor of Lessee, and Lessors 12.02. General Provisions. A. Lessee: may provide any insurance.regquired by this Lease in the form of a; blanket, policy, provided that Lessee-complies in all respects with the insurance Provisions oftlus Lease and = thriller provided such blanket .policy is first approved by Lessors as adequate; to meet the insurance requirements set forth herein. B. Lessors hereby release Lessee and. Lessee hereby releases Lessors and their respective - officers; agents, employees and servants, from any and alt claims or demands for damages, loss expense or injrny to the-Premises, to the Improvements, or to any giber property of either Lessors or Lessee; as the case _may be, that are caused by or result from perils; events or happenings that are the subject of insurance carried by the respective parties and in force at the time of any such loss, provided, however, that such waiver is effective only to the extent permitted by the- rnsumnce covering such kiss and to the such insurance is not prejudiced thereby or the expense of such insurance is not thereby increased 57:.20110014 9 Kennedy Causeway Boat Ramp Lease BHewgley I2.03. LESSEES :INDEMNITY; EXCEPT FOR THE :SQL.E.NEGLIGENCE OF LESSORS FOR WHICH LESSORS ARE LEGALLY LIABLE, :LESSEE SHALL TO THE EXTENT ALLOWED BY LAwiXINDEMMFY AND HOLD:HARMLESS LESSORS; THEIII. :RESPECTIVE SUCCESSORS AND ASSIGNS THEIR RESPECTIVE AGENTS, REPRESENTATIVES,: MEMBERS OF THE TEXAS TRANSPORTATION :COMMISSION,: THE TEXAS LAND COMIMISS HINER; THE FEDERAL HIGHWAY AnivomsTkATxoN AND ITS :urpRE$ENTATTyys;:corniRACToks AND EMPLOYEES (COLLECTIVELY, "INDEMNIFIED PARTIES"Y FOR, FROM AND AGAINST ANY AND ALL pkocEEDiNGsi: SUITS, AcTioNSi .•CLAIMS. DAMAGES, 4UppriTENTs,,t4,0LiTiks FINES, PENALTIES, AWARDS. AND EXPENSES wkATsoEym picLumNG.,..wiTuour LIMITATION, STRICT iimutunv CLAIMS (COLLECTIVELY; .."cLAIMS"), WHETHER SUCH CLMMS ARE MADE. By i.LESSEE, LESSEE'S EmnoyEEs., AGENTS, REPRESENTATIVES OR BY THIRD :PARTIES, WITHOUT LIMIT AND 'wiTuour REGARD TO THE CAUSE OR CAUSES THEREOF OR 111E ::-NEGLIGENCE OF ANY PARTY OR :PARTIES; AND REGARDLESS OF WHETITER ..:SUCH CLAIMS ARE CAUSED DIRECTLY OR INDIRECTLY BY THE NEGLIGENCE OP LESSORS; THAT MAY BE BROUGHT OR INSTITUTED, ON ACCOUNT OF OR GROWING 0VT OF ANYANDALL;INIMES OR DAMAGES, :INCLUDING :DEATH, TO PERSONS OR PROPERTY .RELATING BikigavyrokiNumgcny TO (I) THISLEASE; 04.,TREc9NDrnoN ot-TRE:,PREMISE$;::010:ANy-OccurtaBNcElkuPoNiAT. -4"..)wt"goNt TUE PREMISES OR ANY PART THEREOF;:: THE USE OR OCCUPANCY OF THE PREMISES OR ANY PART THEREOF; AND/OR :<7.4 ANY CONSTRUCTION AND RELATED AcnyiTiBs BY tsssBE.ANDvok LESSEE'S LICENSEES, INVITEES„ ,AGENTS;: CONTRACTORS, REPRESENTATIVES AND EMPLOYEES; TOGETHEIVWITII ANY AND:ALL:LOSSES THERETO, IINCLUDMG; BUT NOTLIMITED. TO; ALL COSTS OF DEFENDING: AGAINST, INVESTIGATING: AND,SETTLING:TIIKCLAIMS, IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH LESSORS AND LESSEL.THAT TREINDEMNITY:.PROVIDED FOR THIS :SECTION- 12,03 ISINTENDED BY LESSEE TO INDEMNIFY' AND PROTECT LESSORS FROM THE CONSEQUENCES OF LESSORS'. :OWN NEGLIGENCE WHERE::THATNEGLIGENCE:IS A CONCURRING:CAUSE:OE THE CLAIM,:: AND ALSO THAT THE INDEMNITY SHALL PROTECT LESSORS :AGAINST CLAIMS OF STRICT' LIABILITY.: FURTHERMORE, THE INDEMNITY PROVIDED FOR IN THIS :SECTION 12.03 SHALL HAVE NO APPLICATION TO ANY :CLAIM WHERE TUE.:CLAIM -RESULTS FROM THE SOLE NEGLIGENCE OE LESSORS. 'LESSEE SHALL ASSUME ON BEHALF OF THE :INDEMNIFIED :PARTIES :AND CONDUCT WITH DUE: DILIGENCE AND IN.:.popp FAITFI THE DEFENSE: WITH COUNSEL 'SATISFACTORY TO :LESSORS, OF ANY AND ALL CLAIMS AGAINST ANY OF .THE INDEIVINWIED "PARTIES; PROVIDED,. HOWEVER; LESSORS MAY, BUT HAVE NO OBLIGATION TO, ELECT. TO CAUSE :THE ATTORNEY .GENERAL OF THE STATE : OF TEXAS [0 INTERVENE 01I,AssvismwE DEFENSE FOR LESSORS AT THE SOLE EXPENSE OF LESSEE; MAINTENANCE OF ANY INSURANCE INCLUDING BUT NOT LIMITED:'Ta THE INSURANCE REFERRED 'TO IN • Tins .ARTICLE XH OR 'BENEFITS PAYABLE UNDER WORKERS COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR :OTHER EMPLOYEE BENEFIT ACTS DOES NOT AFFECT TNSSEVS. OBLIGATIONS OE INDEMNITY. , LESSEE WILL HAVE THE RIGHT TO CONTEST THE VALIDITY :OF ANY ::CLAIMS, IN THE:NAMEDE LESSORS OR ."LESSEE; AS LESSEE MAY DEEM APPROPRIATE, PROVIDED THAT.TIIE EXPENSES THEREOF ARE PAID ,:BY LESSEE, OR LESSEE CAUSES THE SAME.TO.:BE PAID BY ITS "INSURER. :NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, LESSEE'S: OBLIGATION: OF :INDEMNITY AS SET FORTH HEREIN WILL CONTINUE BEYOND :THE TERM.:OF:THISLEASE IN THE EVENT LESSEE REMAINS IN .:POSSESSION °ETRE:PREMISES:FOR ANY REASON, 'OR .IN THE EVENT LESSEE HAS ANY :}VRTHER OBLIGATIONS UNDER THIS LEASE; INCLUDING,::BUT NOT LIMITED TO, ANY REMOVAL REQUIRED BY LESSORS. IN '''THE EVENT LESSORS :EXERCISE, LESSORS' RIGHT TO REQUIRE LESSEE TO REMOVE ALL OR PART OF THE . IMPROVEMENTS; OR' IN -:1717W EVENT LESSEE REMOVES ::THE IMPROVEMENTS, LESSEE'S. INDEMNITY WILL • CONTINUE umna, LESSORS DEEM SUCK REMOVAL.TO.:::BE COMPLETE. LESSEE, AS MATERIAL PART OF THE CONSIDERATION: TO LESSORS; HEREBY ASSUMES ALL RISK OF DAMAGE TO PROPERTY OR :INJURY TO OR DEATH OF-PERSON:SWIM:TN:THE PREMISES; ::EXCEPT: THAT CAUSED= BY LESSORS! SOLE:NEGLIGENCE.,..,:AND LESSEE HEREBY WAIVES ALL CLAIMS IN RESPECT • THEREOF AGAINST LESSORS; ':EXCEPT FOR CLAIMS ARISING OUT 01 LESSORS' SOLE NEGLIGENCE.: EXCEPT FOR INjuky. OR.DAMAGE,:.IF ANY; CAUSED BY LESSORS' SOLE NEGLIGENCE; LESSEE HEREBY COVENANTS THE INDEMNIFIED PARTIES SHALL NOT BE LIABLE. OR RESPONSIBLE FOR ANY LOSS OR DAMAGE :WHICILMAY BE SUSTAINED BY THE GOODS,:::WARESMERCHANDISE.::OR PROPERTY OVLESSEE, AND/OR LESSEE'S LICENSEES, nwiTims,::AGENTs; ,CONTRACTORS, REPRESENTATIVES AND EMPLOYEES OR DEATH. OR mow OF ANY PERSON CAUSED BY Ok RESULTING FROM THEFT. FIRE, ACT OF .:GOD, Klux ENEMY. INJUNCTION. : RIOT, STRIKE; INSURRECTION OR ANY ..OTHER : ACTION OF ANY GOVERNMENTAL ROPY OR AUTHORITY, OR ANY OTHER MAMA; OR FOR ANY IN4uBy OR DAMAGE OR INCONVENIENCE WHICH MAY ARISE THROUGH THE REPAIR Ok ALTERATION OF ANY PART OF THE PRETVITSM.."-QR FROM ANY CAUSE WHATSOEVER, INcLuBING. BUT NOT LIMITED TO, :coNsBQuENTIAL: LOSS OR DAMAGE FROM ANY AUSE WHATSOEVER BY REASON OF THE :"coNsTRucnori, USE, OCCUPANCY OR ENJOYMENT OF THE PREMISES By LESSEE_ OR ANY PERSON THEREIN :OR HOLDING UNDER LESSEE. SL7011601.4 - BUJ-mg-ley 10 Kennedy Canseway Boat Ramp Lease 1104. Casualty Loss. Unless expressly provided otherwise m this; Lease, no damage to the Premises or damage to. or-destruction of any impr?ovements, erected or placed at the Premises shall in any way, alter 'affect or modify: Lessees obligations hereunder; including not Iiniited to) Lessee's obligations: to pav rent, Impositions and other financial obligations hereunder in t e,event of any damage to the Premises, Lessee shall (i) give immediate Written notice of the damage or destruction to Lessors, whiChs notice shall include a description oldie damage and as far as known to Lessee the cause of the damage, and (ii) take such actlon;as may be required under applicable" municipal Ordinances and other laws, rules and regulations with -respect to any such damage "or destruction:. Lessee shall also be obligated to promptly remove all debris "resulting from such ' damage or destruction and take such ac€ion as is necessary' to place the Premises rn a neat safe condition.:IfLessee fails to remove all such debris or take such action as is necessary to place the Premises an a •safe condition within sixty, days following such damage or destmetion Lessors shall have the right (but riot n athe o l sa ii n to llo action er pop Le e She l be liable to ' Lessors d 1 ,) n Lessee shin pay , upon demand, the cost and expanse incurred by Lessors la g y Lessee to Make surd' payment to Lessors may. be treated "by Lessors as -a-default in the pa rientof rent titre and awing:by ;•Lessee hereunder,. 12.05. Itt the event any Improvements Constructed on the Premises is damaged or''destroyed by fire or other casualty, atI .insurance proceeds shall be paid tti Lessee ''and Lessee. shall, within ten (10) days following sucledanrage or destruction; notify Lessors df` Lessee's intent to either. (i) repair and restore the Improvement(s), or (ii) terininate idols. Lease and remove airy and ali Improvements and/or debris resulting from :sucli::dasiage or destruction leaving the: Premises m a clean, safe condition. In the event: Lessee elects to repair and reconstruct the lmprovcments(s), Lessee shall commence reconstruction and repair. Work promptly and carry forward•sucb Fork .diligently until cesirpletion in accordance 'with and Sid:Od :to the `terms and provisions of Article VIII with respect '.to such activities_ 12.06.. In the event.Lessee elects to tennmatethis Lease pursuant to..Seetton"12.05 hereof all insurance proceeds.shall be the:Prope . [ Lessee provided;" ho vever,:Lessee shall:,use such "proceeds, as necessary `.to_perform its duties end'satiisfj the requirements set forth in Section 1107 of this. Lease. In the .event that Lessee fails to give Lessors notice of its intent to terminate this Lease pursuant:to ._.. ....... Section 12.05 hereof,:then Lessee shall be :hound. anti obligated to repair arrd:;recortst ct it a itemises as set forth abo e 12.07. If this Lease is terminated as a result 'of a easrraity; Lessee tinist remove: all Improvements and restore the Premises in ace ?rdance with the regirimments herein; :$t .Lessee's expense, Within ninety (90) days - of the teal oration of the Lease". The requirements of this Section 12.10 shall apply notwithstanding `receipt of any 'or ;all proceeds front any Insurance policy: Lessors will not tae: liable..to Lessee for any'expense due fir the destruction and/or reconst .retion of.the Premises,.tbe improvements thereon, or;any personal propertylr ated tiiereoreresulting hoar, fire; flood, accideint:or other events: 12:05. if the Premises .of ; any innp ovemmrents::thereon (melt ing, Without lintitat'ron, theiExisting lmprovements) are destroyed; either in whole Of in substantial part, by jfireestetm or 'tither casualty, and as a'resrilt, in the sole opim ion Of the Department ,a threat to the safety of the :traveling public exists, :Lessee fees: to support and ';:corate:in. any action the Department deems necessary to remove such <a.threat. If fire, flood,; accident. or other event'tiamages the Highway: Eacihty, :Lessee will, if necessary, temporarily stop using the Premises and/or= any improvements thereon (includurg, without lrrititation, the Pxistipg Irnprovernents) The Department will use all reasonable.mearts under its contibl to provide for rapid and tiitiely repairs or reconstruction to the Highway Facility or portion thereof that has been damaged. Lessors will not be liable to Lessee for • any cur~tai t "::or interference with :Lessee's use of the Premises and/or any "improvements thereon (including, without limitation, the Existing Improvements) because d fire, flood, accident or otber°events, Or 'from the making of; any necessary repairs or reconstruction to any Highway Facility ARTICLE,XIIi. Transfer of Interests.: .01. Lessee shall not assign this Lease or: sublease the Premises or any part thereof or mortgage, pledge or hypothecate_ its leasehold interest or grant any concession or license wither the .Premises or sublease any operating department Therein without the express prior written cent of Lessors:(said consent .may be tented or dertied=in .Lessors` sole discretion; however, in the case of a proposed sublease, said consent shail not be;unreasonably withheld, delayed, nor conditioned, and if said consent, if, any, is of delivered to Lessee pursuant to Section' 17,01 within 10workutg;days'of'receipt by Lessor,.said t onsent;:shali.be:deemed granted) and any attempt to do any of the foregoing shall be void; and of no _effect.. In the event of any such attempted assignment Or attempted "sublease or should Lessee, in any other nature of transaction, posit or attempt to permit anyone to occupy the Premises (or any portion. thereof), 1 essors shall thereupon have theiright and option ; ut not.the obligation) to cancel and terminate, this Lease effective- -i poo f een;(15) days notice to Lessee given by Lessors at any time thereafter either as to the entire Premises or as .ter only the portion thereof which Lessee shall have attempted; to assign or sublease or otherwise permitted some ether. party's occupancy; and if Lessors elect to cancel and terminate this Lease as to the aforesaid portion of the Premises, then the Rent (but no other charges) as to remainder of the Premises: shall thereafter be reduced as deterntrumd by Lessors. This prohibition. against:. assigning or'snblett ng "shall be ennstraed to include a prohibition against any assignrnent or subletting by operation of law.. SL2011 0014 SHewgley 11 Kenn: y Causeway Boat Ramp Lease 13:02 For the purposes of this Lease, the phrase "Permitted Sublease" shall meant and refer to the sublease of any portion of the Premises not exceeding Ten Percent (14%) of the total' square footage of the Premises to arty third; party, provided, - however, that no such sublease by Lessee shall be. a Permitter Sublease he under unless (i) the "provisions of the sublease are subject to this Lease and are not in any way inconsistent with this" rase, and (ii) Lessee remains liable to Lessors for all of Lessee's obligations under this Lease The foregoing shall not be construed as an expansion of the use clause or of the prohibition against subletting: set forth in Section 13.01 hereof 13.03. Ifthis Lease is assigned or if the Premises ate subleased (whetter m whole or in pert) or in the event of the morigage,_pledge:or hypothecation of the leasehold interest or grant of arty concession or license within the Premises or if the Premises are occupied .n whole or in part by anyone other than Lessee, Lessors tray nevertheless collect rental from the sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or Other occupant and apply the net amount collected to -the rent payable hereunder but no such transaction er :collection of rent or application thereof by Lessors shall be de med a waiver of these provisions-or a release of Lessee from the.lur ther performance by Lessee of its covenants, duties and obligations hereunder. 13.04. Iii :any case where Lessors consent: to a. sublease of the leasehold, I. essee.will remain liable for the pertbrmance of all of the covenants, duties and obligations "hereunder, including, without limitation, the obligation to pay any sums herein "provided to be paid any indemnity provisions provided' herein,, and Lessors will have the right to enforce the provisions of this Lease against Lessee and/or any sublessee without demand upon or" proceeding in any way against any other person or entity; provided, however, Lessors: may waive the provisions f this,Section 13.04 in writingand in Lessors' sole-discretion. 13.05. Except far a Permitted Sublease, m the event of any sublease by Lessee= hereunder, the sublessee` will by such sublease.. automatically, 1) assume all obligations liabilities, covenants and agreements contained "herein. without further action or evidence: of such assumption' and, 2) allow Lessors Ito. enforce the obligations, liabilities, covenants and agreements contained herein directly: against said sublessee. By agreeing'. to any sublease, the sublessee waives any defenses to direct -enfon mment by Lessors, including any defense based on privity of contract. Except in the .event of a Permitted Sublease, Lessee must give a copy of this Lease to all sublessees of this lease. Lessee's failure to :prowide.'a sublessee with a copy of this Lease will constitute It default hereunder. ARTICLE XIV.'Default and Remedies 14.01. In the event. Lessee defaults in #lie ° erfoiinanee of an riiiir e i p y rely insurance obligataoru, cvverrarrt, Condition or "agreement in stria Lease; and such default is not corrected: within ten (10) days after receipt of written notice from Lessors to Lessee; the GLO or the Department may terminate this Lease. 14.02, In the event Lessee defaults in the" an our ance of per#' y obligation., Covenant, .condrtioti:oragreement in this Lease (Other than :as expressly identified in Section 14:01 above), and such default Is not corrected within thirty <30) days after receipt. of written notice; froth Lessors to Lessee; the GLO or the Department :rutty terminate this Lease. 14.03. Abandonment., If in the sole opinion of Lessors, the ,Piern ses:ceaseto be Used Or are abandoned, "Lessors Shall „give Lessee, thirty (30) days written 'notice to reoccupy the Premises. If Lessee fails to reoccupy :Within said thirty (34) days, this Lease shall terminate. .and Lessors may at their sole option either.(i) require Lessee to remove all or part of tlie'lrtiprovements, fli) dernoiish and/or remove the lniprovcrnents at Lessees expense if Lessee refuses to do so, or (iii) assume possession, ownership and control of the .; Premises and the Improvements thereon. 1f Lessors require'the removal of the improvements by. Lessee, Lessee shall: have sixty (6 0) days from the expiration of the thirty (30) days notice period as herein provided to complete suds process. 14.04. Termination. Any termination oftbbis Lease as herein provided will not relieve.-Lessee from the payment of any sum .or shines that are;then due .and payable to Lessors hereunder, or any claim for damages then. or' thereafter.everwng"against Lessee hereunder, and` any such termination will:: not prevent Lessors from enforcing the payment of any t.ich-surn ° or sums or" claim <for,.damages frost Lessee for any default hereunder: A,lI money due" under the terms of this Lease will bear interest at the rate of tell ` ... percent (10�a)"per annum: from the date when due .until actually paid, or at the highest rate allowed:under- applicable, usury - laws and regulations,: Whichever is lower. All rights, options and remedies of-Lessors contained in this Lease are to be construed and held to be,cumulative, and no one of them is exclusive of the others. Lessors will also have the right to pursue any other remedy or relief that may be provided by law or equity, whether er. net :::stated in this Lease, 14.05. if, en account Of any breach or default by Lessee of its obligations under this tease, ,Lessors enforce or dew any of Lessors' rights or remedies":hereunder, and should Lessors prevail, Lessors will be entitled to receive from Lessee reimbursement for any and all costs, including, but not limited to attorneys' fees, incurred in such connection: SL20110014 B ewgiey 12' Kennedy Causeway Boat Rarrtp. heir 14.06. Subleases and Assignments The expiration or sooner terrninatiort of this Lease ;as provided herein automatically and withput . further action tenninates -all >:assignments and subleases of this Lease: ARTICLE XV, Representattoris 1.5.01. Quiet Enloy:Mein. Stnbjectto the provisions of'this Lease, so long as .the Lessee pays the rent :and perfume. ,il,of its obligations. in this Lease Lessee's possession of the Premises will not be disturbed by Lessors, their respective successors or assigns iothing.contaunel.: in this "Section 15,01 shall be: construed as any.iiimitation of theprovisions of Article IV 15 02. No Partnership The relationship between Lessors'and Lessee is and shall at all times remain solely that efLessors:ai d Lessee and Will not be deented an agency, aparthershiperjoint ventures ARTICLE XVLC..xeneral PretectiveProvisimns i&01. Right Of'EntiFYiand Inspection Lessee vri11 permit Lessors-and/ r: Lessors ": agents; :representatives aridior employees i/or Fl WA .representattives.to elder on the Premises- for the purpose of inspeeti'on, to; determine Whether ?Lessee is in eanipliance =with the : terms. athis Lease :andfo r £or'the phipose of showing the :Prerruses to prospective>lesse es. andlor phtehasers: 16:42.. Lessee will permit'.- employees and anrthorized representatives Oftlie:Department atidror FLIWA representatives :10 :enter`the Premises for the purpose o€ inspection, ma nteritinet or reconstrbetion.oftl fT ghWay Facility when and aSiiecessary as determined .by the Depaztment'irn its sc le.discretion. 16:03. Force Majeure, - Whenever a period of ti. • e is --heroin prescribed for. lle tal g, of any •action by Lessors b Lessee Under MIS Lease, suck party shall'not.-be liable or responsible :for, and there Shall be excluded*; in the'computation°of such :period oftinne, anv delays dire:.to strikes, riots, acts 01 004, or war.. provided, however, the foregoing shall in no Manner release, .relieve: or-.affect the independent obligation of Lessee:to.pay rent. 1:6;01: Evens ofTerntiriatiort and :Bankruptcy. A. To the Went perniittedby law,. this Lease shall tenninate Upon the` cetutcnce Of (i) the filing air eitectiti-ort or occurrence :Of an involuntary or voltuttary petitioa in bankruptcy'or other: itisolvetiey proceeding by r.against lessee, or petition' or answer seeking: relief under any .provision of the Bankruptcy Code as may be amended,. rr (10-any assignnnent :fbr the benefit of .creditors or :composttion::or a petition or other proceeding bye origainst Lessee. for the appointment ralrustee, receiver:or liquidation of Lessee or any of Lessee's property,. or (iii) a proceeding by any governmental authority or lay Lessee for ,the': dissolution or liqurdatrtm°ofLessee. B. In the event Lessee shall become : -a Debtor -under the ll3anlruptt y Code whether by_ involunttary :air voluntary petition,. the Trustee or Lessee as Debtor and 'as.Debtor -ln- Possession,:may not elect to assume this Lease runless, at the tune of stich assumpt;ion,.the'Tritstee or'Lessee:has cured or pri ded Lessors: ".Adequate Asstnrance" (as >defined below):ihat, (0-Within 10 days from tbe::date of such 'assumption the Trustee or Lessee will :cure all Monetary defaults mnder tins Lease:and compensate Lessors for any actual pecuniary loss resulting from any existing nlefarult, 00. within 30 days from the date of'sacli:assumption the Trustee or LeSSee.Will cure all non- monetary:defaults under this Lease and (ui) line assumption zwil bt subject' to all the provisions of this ::-Lease :For purposes ofrbss Section, :Lessors and;:: Lessee.; acknowledge that,.in the context of a bankruptcy: proceed g -of Lessee; as a Minimum' "Adequate, Assurance shall::.Mean: (i) the Trustee or Lessee =has and will continue -to have sufficient unencumbered assets after-the payment of all seed obligations and administrative =expensesto assure:. Lessvxs'that the Trustee :or tessee will have sni ieient fundsto fulfill the' obligations of. Lessee under this' Lease; and (ii) the; Ban krupiey C3urt shall have entered. an Order segregating sir cient .cash payable. to Lessors •andior the Trustee or Lessee shall have g nted: avaltd and perfected rust, hen. and securaly interest :andlor,mortgage'in prt?perty :af Trustee rr- Lessee: acceptable as €o' hue and kind to Lessors, to secure to Les rs the' obligation of°the Trustee or Less..ee:to:cure the rnonetary andlor ncn rnonelary defaults under this, Lease Nvithnn the mane periods set for..tlt :above; and (iii) .,tbe Trustee of Lessee at .a rr nimu�n shall deposit a sum equal to one 'month's rent to be held by Lessors to '_ ure Lessee's future perfume under thee. Lease. 16'.05. RELEASE'OF LESSORS.. IF LESSORS SELL;C).R TRANSFER '1 �iE PRE.MISES ;OR THE LEASEHOLD !ESTATE OR ANY PART THEREOF AND AS APART OF SUCH TIAANSACTION, ASSIGN THEIR INTEREST AS LESSORS IN AND TO' '-' THIS LEASE,; THEN FROM ANNA AFTER TFI :EFFECTIVE DATE OF SALE OR TRANSFER, LESSORS WILL HAVE NO FURTHER ;LIABILITY' UNDER THIS LEASE TO LESSEE, IT BEING INTENDED THAT TH.E COVENANTS AND OBLIGATIONS. CONTAINED Ili hits LEASE ON Tim PART OF LESSORS WILL BE BINDING • O l LESSORS AND THEIR RESPECTIVE 'S17CCESSORS. AND ASSI!GNS ONLY DURING AND IN .RESPECT OF; TIEIR:SUCCESSIVE PERIODS OF OWNERSHIP OF THE FEE. SL2O11OO.l4 Bl eley 13 Kennedy Causeway Boat Ramp Lease 16:46. Waiver of Default, No waiver by the parties hereto of any default or breach of anyterni, condition or covenant of this Lease may be deemed to be .a waiver of any subsequent default or breach of the same or any other term, condition or covenant "contained herein. 16.47. Exhibits.. All exhibits referred to herein are to"be consrdered:a part ::hereof "for all muses 'with the lathe force and effect as if copi ed at full length herein. 16.08 Successors.. The terms, "conditions and covenants contained in this Lease shall apply to and inure to'the"benett of successors in interest: and legal representatives except' as otherwise herein expressly: provided.:. All "rights, powers, immunities and duties of Lessors under this Lease, including, but not lunited to, any notices requand �or permitted to be .delivered by Lessorstoi Lessee hereunder .may, at Lesson' option, be exercised `or"perforrned by Lessors' agent or attorney. 16.09 lessee may not use the Premises in any way that is inconsistent.. with the Contiinued'aperation, maintenance and safety of the Iligfiway Facility, or that will unduly expose hi bway or non- highway users to hazardous conditions !cause of highway 1pcation; design, maintenance andfor operation. 1:6.14. Lessee will not weld any,metal.object to any metal member Of any 'metal ":structure; nor" mill orrtvet ::.into at y pier :or'hheam' on.. any concrete, "metal, or wciod structure, unto a Highway ::Facility :without the 'l r parttnettt's specific Written approval of "detailed drawings for such 'gelding, iireting"Qr ziriilirig, 16.11. Subject to the prior Written- royal of the Department ; : Lessee shall at Lessee's own ekperise make" any pr'or lions Lessee deems necessary. to protect users ofthe Prertiises`from any;.hazards n sulting;from use: aid operation of the Highway facility: 1 6:12 Holdover. If i:esse =holds over and' 'r titittt s in iossessiOn of the Premises after eXpiration of the.tertn of tfiis Lease, L see: will bedeviled v r:. ]f occupying the Pretrtises on the basis ssa otit - to,Month tenancy stibject..td ai] afrlie tanis-and candirLes of this Lease. 16.13. The above-described tenancy from month:to-moi th ni:ay be terminated by either party upon thirty (3,4) days written notice to the cattier. 16:14_ i !,any eircum;stances where Lesso :are:permitted to enter upon the :Premises during the Lease Territ, Whether "inr the purpose of :ins ection of the Premises maintenance aridfor : i p repair of the Highway i+actltty�.eurztg any default of Iessee,. repairrngdage . resulting from fire -Or :other Casualty or an';eminent.dninain taking °or is otherwise;pertnitted hereunder Or by law to go upon the Premises, no Well entry shall constitute: an eviction or "disturbance. of Lessee's ase.and possession of the Premises or a breach by Lessors ofainy "of Lessors' obligations hereunder Or rerider:Lessors'liable for damages'for loss of business or othetWise or entitle Lessee: to' be relieved front any of its obligations hereunder- :Or :grant, Lessee any right cif off=set or recoupment or other remedy and it connection with any such entry incident to performance of repairs, replacements, maintenance or:construction;..all of the aforesaid provis orrs?shall:be:apphcab'le notwithstanding that Lessors may elect-to take bu1ding materials in, to.or "upair `the Premises that may be required :or iitilid in coriireetion with such" entry" by Lessois. 16.15. Under no circumstances whatsoever shall Lessors ever be liable: 'hereunder fir ;consequential damages Or special damages. NOTWIT€HST:ANDING. ANY PROVISION TO THE CONTRARY IEREIN, LESSORS' GOVERNMENTAL OR SOVEREIGN IMMUNITY IS NOT WAIVED BY ANY PROVISION OF THIS LEASE The e -terrm "Lessors"' as rased as this Section 16.15, :shall: mean only the 'State of Texas, .including the Texas General Land Office, the Texas Deparonent of Transportation;. as owners of the Premises for the tune of their ,ownership ofthe Premises, m the event of the :transfer by either or both owners of their respective interests in the Premises,. such- owner- shall thereupon be released and discharged from all covenants and obligations of such Lessors thereafter accruing, but such covenants' :obligations:: shall he buiduig during the Lease Term upon'eaeh new owner' for the of.such ownersownership_; 16.,16. Under no .circumstances whatsoever shall Lessee ever be ,liable hereunder for consequential damages or special ;damages. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY HEREIN LESSEE'S GOVERNMENTAL OR SOVEREIGN IMMUNITY IS NOT WAVED BY. ANY PROVISION OF THIS LEASE 1.6.17, Termination Fees. If, on account of any breach or default by Lessee of its obligations under this Lease, Lessors enforce or defend any of Lesson' rights or remedies hereunder and should Lessors prevail Lessors will be entitled to receive from Lessee reimbursement for any and all costs, :including, but not limited to attorneys' fees, :incurred in such..carmection. Si:20 110 14 14. Kennedy Causeway Boat Pa mp Lease BHesvgley ARTICLE XVII. Miscellaneous 17.01. Notices. Any notice Fovided for or permitted to be given hereunder must be given at the address or a.ddresse-S- designated below by (4 depositing same in the United Stites Melt postage prepaid, registered or certified, return receipt requested, (ii) personally delivering the same to the party to he notified; or (iii) delivery by oventight express courier such as Federal Express. Such notice ehali be effective upon receipt, as evidenced by the executed postal receipt or other receipt for delivery: if to Lessee: If to LesiMit City of Corpus Christi AM. City Manager- P.0_ Box 9277 Corpus Christi, 'rocas 7846' 9-9277 • Texas General Land Office 15411.0 Cominissioner Professional. ServieeS Division Stephen F. Austin Building, Rm. 111 1700 North Congress Avenue Austin, Texas 78701 And to: Texas Detrantient ofTransportation 1701 SMitliladre island "DriVe Corpus ChriSti. TexaS78469-.9907 Ann: DiStriet Engineer The parties May charrgetheir reSpeetivenotice. atklresta to tlyottieit: "Citation within: the United.States: bygiving a .notice of the. Change in aecordatice with this SeetiOn. 17.02, Texas Law M Apply: This Lease is to' beedirstnred tinder and in attordance wit.h. the laws. of the:State of.TekaS,. and all Obligations Of the:Parties-treated hertunder.hichiclingLesSeeS:OhligatiOntOPaY.rent, areperforntable:in TraViS:Coutity; Texas, unless 'otherwise proVided herein_ 17.03. Legal Construction In Case any one or more of the prOViSiOnS. cntamed rn this LeaSeUre for anyreasen held to bo. an a!id ilegal or tinenfareeable in any respect, such illegality orierteriferetability will not affeet any other provision hereof and this Lease will be :Construed as if such invalid, illegni orunenforceahle.PraviSiatiliaXI never been herein. 17.04. A:rtiendirterit. No amendment, ntedification, or alteration:Or therarits::heretif will be binding unless the same be in writing, dated subseqUent to the date hereof and.dirlyexedtited by the.parfieS .hereta. 17.05. .Headings. The article and section captions contained Lease owfor convenience only and do not in any way limit -or amplify:any:tent pmvision hereof. 17.06. Definition of Lesso rs. The term "Lessors". as used.hereirrineludes Lessors, their respective successors. and aseigns,.and their respective autborizedagents, representatives and employees-and/orcontactors. 17.07. Definition of 'District Engineer. •Any reference in this Lease to the DiStiiet Engin.eer rneans the District Eng.M ter, Texas Department of -Transportation, Corpus Christi, Texas and his or her successor in title or responsibility When written approval of . - Lessor s is necessary under this 1...ease said approval is to be obtained from the- District Enginee and the GLO. 171)g Rights and Remedies Cumulative, Tire rights and remedies provided bY this Leasa are cumulative, and theme deny one right Or remedy by either party will not preclude or waive its right to.w.any or all other remedies. Said rights and remedies are given in :.addition to . any other rights the parties mayhave by law, stanne, ordinance or otherwise. 17.09. Non-discrimination. Lessee, for itself. its .successors, and assigns, as a part at theconsidexation hereof does hereby covenant and agree, as a covenant running with the land, thisit no Person, un the grounds of TaCe, color, creed, national, origiN marital status, age, sex or the presence -of any seusory„ mental orphySicalhandie.ap will be excluded frompardeipation in be denied the benefits of, or be othtnviso trolawr011y suttiOOM4 to discrMAatiottin the use af. the facility now or hereafter on:tbe P eirlises, that in .connection with the -construction of any Improvements on the Premises and the furnishing services thereon, no such discrimination will be practiced in SL20110014 BHewgley 15 Kennedy Causeway Boat Ramp Lease the selection of ernpiloyees ai contractors; or by contractors in the selection.aricl retention of their .subcontractors, and that such discrimination will. not Ibe practiced against the public in their access to and use of'the'faeitity.and services provided for public accorrarnodation constructed ar operated on the Premises. Lessee "shall use: the Pretnisess 'in• con pliance With "all" other requirernents imptisesl by: or pitrsaant to Title 49, Code of Federal Regtdations, DePartinett of Transportation, Subtitle Aa. Office - of the SecrettiYy,. Part "21, Non- Discrirriinatier "in Federally,assestedpr oats of the Depacprient ofTianspdi ation Eectaatio of Title Vt cfthe Givil Rights Act ef19641, 'and as said Regulations rney "be:.atnended. The:breach early' oft-he above:nondiscririiinatibn covenanfis :will been act,OfdefaillterititliirgtheLetOrSto terrtiin"ate this :Lease ii "accordance tii ttte'procedures" set faith herehi 17.101 Time ofEssenee. Tizne:is ofThe essence oftlzrs.Lease as:to perfoiaiance.ofall of Lessee's covenantsw obitgations 1731 Meinorandiun of Understanding This Lease:is subject to that certaiiiNlemorandum of Understanding dated . ::Qetbber;l2, 1989; agreed by .the GLQ, the Depar'ttrtent, alto the Schaal Land Board, which Menoraiidiitri of Understatioing, attached Hereto and incorporated" herein by reference as::: xhibit 1), establishes:. he.general contlitions,and procedures -fror the leasing of" State land in the right -of way.for -the Jlohn F.' Kennelly Causew. ay ti'NueceS County; Texas. 17.'12. Prior .Agreements Superseded. "1'liis Lease constitutes the ::sale and Doty agreement taf the; parties hereto and. "supersedes any: prior understandings or Written: or oral agreements between the parties respecting the subject matter -Within except for the Meinorai dutn of Understanding referred.to in Paragraph 17,11 There are no prod ises, representations or 'inducer ents kept those expressed herein and in said Mernorandurn of Understanding: • `The submission of .this Lease for examination by :Lessee an"dfor upon exec n.ofall pearties hereto and del a fully a ecuted cotunte b y o L l become effective "only 1713: Ace.ess::It is agreed an:d aelrnovViedged that' Lessee's access to anti'froth the-Highrtray. Facility shall be nortexeltitiVearid shall be>liirrited'ta. andin accordance "with the Iecatiatis prescribed by the Deparu Tent 17.14. Sole .and Absolute :Discretion or OpiiniOn. NotWithstatidinganything herein to the contrary; whenever.a party: to.tlais Lease :is entitled to exercise Ats' 3ole.and.absolute discretion" or "sole arid. absolute opinion" such disereetinn or opinion':tnay be exercised. by.that party for any reason or.:for ri.o reason, whether or"natsuchdiscretion r opinion is arbitrary, uncontrolled orunreasta able Anyipiatkie exercise of ils "sole and absolute 'discretion" or "able and absolute opinion" shall be final . anti.. shall not be subje'et to appal :ti be subjee.t:to tljurdication by a court.of low, :rtbitratiori,.inediat on or otherwise.: 17.15. Approval of Lessors'. It is agreed and acknowledged that ;a requtretnent under the terms of this Lease for "approval of7by Lessors" shall, where required by federal. la% be subject to the farther :concurrence and approval of the ""Federal ligbway. Adminlstcation (FFIWA). I7.16. Lessee aclnowledges and agrees not to remove, ;alter, or disturb in any way, a survey benchmark' associated with the Texas Coastal Oceanic Observation Network Tide Gauge Station 005: Packery Channel (the "Benchmark'): The Benchmaric"is a survey disk encased in -a 5-inch PVC pipe and is recessed 0.1 iii (0.33 ft) below the ground surface, The Coordinates at the Benchmark are 27 deg 38' "013" N,:.097 deg 14' 12 8" W. ARTICLE XVIII. Recordation 113;01. Upon execution by all ..parties, Lessors may require that. Lessee record a memorandum of this Lease, in form provided by Lessors in the Real Property Records of the Office of the County Clerk, Nueces County, Texas_ . Lessee shall provide Lessors with a copy ofsucb recorded memorandum of Lease. ARTICLE XIX, Reservations and Common Carrier Rights: 19.01. Lessee covenants not to interfere with the rights of any public utility company or other common carrier to locate, operate and maintain their faculties within Lessors' right-of-way ,. Lesser understands and agrees that its use of the Premises and the Improvements under this'. Lease is subjecr 10 the statutory right of public utilities and common carriers and that such use by Lessee :and the relocation or removal :of-theiinprovements subject to this Lease shall be accomplished at Lessee's sole expense at Lessors' request if required to accommodate "the,location, operation:.. or maintenance of facilities pursuant to those statutory rights: 19.02. I.eswws reserve; unto themselves, their successors, and assigns (1) all rights, interests .and - appurtenances of fee title ownership of hatever nature not expressly conveyed by this Lease, and the right to exercise the same, including, but not limited to, the right -of -way over and through the Premises and across all existing and future streets,, roads, and walkways for the purpose of public access and utility services to Lessors' adjoining property, and (ii) to the extent not previously conveyed, Lessors reserve unto themselves, their respective successors and assigns the right to grant rights away on,, over, under, and across :;the Premises, provided such rights of ways SL201100.14 BHewgley 16 Kennedy Causeway Boat Ramp Lease do not unreasonably interfere with Lessee's use thereof. Any such future rights of way gran d'by Lessors must conform with die construction playas- duly aubmitted by Lessee and approved by i:eSsi s: ARTICLE XX..0 indemnatiort 20.01. Irt the event ""that any .authority havmg power oferiiitieni domain exercises said'authority as to all •or any portion of the. Preriirses; the State: shall Consult "with Lessee coiicernang;such request. The: "State: and Lessee may agree to ail allocation of any. award made rn eonuection with such taking. In dire tibsenee of agitorierit regarda'.ng'all tion of the award;" the Other provisions hereof leOrieecntng'allocatiori:O th:eaward shall be applietk 20.02, if there :shall he a taking "tiering the term of this'Lease of'the entirety of the Premises by any autliorrty"havingthe.}isirver df etrrinent detitain then and in that-event the term ofthanLease shall:cease.and"teistiinate, and thedate of suchtermination shall be, at either party's eleclian, tlae`earlier of the date Ripon which po"ssessikn shall be tendered to "such authority by Lessee fir tbe4ate upon which.:possession is talcen:liy such. authes-ity: :20:03. if less triad theeittirety.of the Premises °should heitnlakeft,i..ybuftheattibuittlaketi Shaii exceed either'(i) IO% ofthe land- area ofttee :Premises, or (ii) I0 %• f"tlze area ofthe.buildings1cated anthe Pretises,.;ahieri:Lessee'shall.have the ightto terminate` this Lease. In order ter "e±ercisethe aft said ri f t. of termination Lessee shall give the State notice ;Within thirty C3©) 'days ;after • sticlx tlnte as me; conderxaiii ig atuthority takes . possession of the part o z of the :I'retnises talceri,. 20.04. Notwitlistandingthe provisions ofSection 20 03 above,, in the event of a.partial taking I0 %'or less of the and area of the 'Premises, cur 10%: % or less of ` the area :of: buildings located en the n ises; Lessee ay "• request that the State agree to a. termination o#' tills Lease. hi mialking:siuch request; Lessee agrees. to furnish the State with infbrnxatiott deri onstrating that suet Inertial taking has< had, 'or is likely to haves .ar effect .so detri iiental to Lessee's [iverafl: business at: the Premises. as":t+o :prechtde: Lessee's ability "to physically "operate F ssee'.s. buss less :. at the :Premises andfor to"achieve a reasonable return n Lessee's: investment'. -Th&State shall riot 'ttnireasonal iy w.ithhold"err delay its agreement to or:'denial of'such termination request 20:05_ In the event of.a partial: taking of :the Premises in which Lessee does: not have or does not :exercise the OPtien to terminate: as but. in Section 20.03 ::above; and if no :agieeinent to terminate `has been reached by :the;: "parties under'Section 20.04"abt ve;.then this Lease shall remain it . full kbrce: and effect as to the.premises not taken:by theeendeniriing..authority. 200 The cOutt'or governznenital agency to shell ctsndernnation;proceedding shall,,tfnot'prohiibited by taw,.be =requested:to make: separate awards to the. State and Lesset and end the 'State:And Lessee agree .to; a egxxest such aerie n by :the courter goverfunentatagenty: 20:07. In the Clem of ,a partial taking :atad in :tlte event that. Lessee i s riot :eleeted'to terminate this Lease, pursuant to any applicable option to do so ar floes not have an option to'do "so, or if the:.State" and. Lessee bave•not agreed to terminate this Lease;: u nder Section 20:04 above, "then"' Lt ssee shall restore the" remaining' portion of the Premises ;as may "lie reasonabi} possible: after. such taking, Any such restoration work shall be carried forward dil igent y ,untti completion m accordance with :�ai d subiect to athe. provisions of this Lease - dealing with construction and = renovation. The restoration work, if any, try 'Lessee with respect to the Premises :shall not consort to an eviction:or disturbance of .Lessee's use_ai d possession of the lreimises or a brcaruh ley thesState ,of any of its obligations hereunder or render:the State liable for dainages or entitle;Lessee to be rcl eyed from any of its. obligations.. h ereunder (with the exception of the aforesaid proportionate reduction in rent) or g giantLesseesany:right.of setoff or recouprnent. 70.08. Intite event of a taking resulting n. the termination of this lease puisuantto the provisions hereof, the: parties hereto agree,. to cooperate iri"applying for and prosecuting any 0a to fox an award or awards lax connection with such taking "and further agree that. the aggcgate net award. shall be paid and distributed as Pillows: A. Alt :soma awarded or agreed:upon; between:theStateand the condemning:autbority for.tlie.:takin.g:af the fee snnple: rnterest;. excluding any and "all "improvements thereon, .( "Fee Simple Loss" ), whether as:damages or as. eonipen- n, will be the property Of the. State, subject to.any provision:h poet B. All sums awarded fur agr d upon betweciu Levee sod the condenipg thorny for the akir4of Lessee's interCst in:ti�e le hold in the Premises (`rLeaselaold Loss ") will he tlie,property..ofLessee; C. Upon request of :the. State,. Lessee agrees. tti immediately execute such instrument, Or instruments; as the :State triay' ,:reasonably' request as. evidence:of the " Lease; ee'"s ;cessation in mterest m sushi portion of the Premises that is condemned by ,such authority Andthat. thiS :.ease coat nuesto boeffeetiveas to.thebalance..ef the Preniises not: conderni eel; 20,09. Lessee.may; t :tv t1 a State.the atrttrtirity, to negotiate w.itb Stith condemning atutherky oil belial:f`ofLesse , tr Lessee may represent its e3 !n "interests in such negotiations: SL2011 00;.14` E1'lewg ley :. 17 Kennedy Causeway $oat ll<a p Lease 20,10. If.such taking is a partial taking which does net result it the. termination of this Lease, the award with respect to sudi. taking (or conveyance tlltretafj:slrail be made as. follows: A. There shall be allocated and paid to Lessee the amount'.thereof reasonably :requite to ma%J_ repairs .ta :tl6buildings aiid improvements on the Premises which Lessee i§ reguired'to make. 1u addition; there shall .be paid to lessee any portion. of the award specifically madefer moving expenses, loss ofbusiness, or other expenses of ttie Lessee; and B. The balance ofthe award shall be divided by the State and Lessee.ih aceordancewith:the pereentaage :that the "Leasehold Loss" hears to the "Fee Simple Loss ": That port on-of the award attributable lo the Leasehold Loss shall' be Lessee's share of the awward and tt erema nder of_the awaid after deducting •Le ee's aforesaid portion thereof shall be the State's. Such res'pectrwe amqunts shall be paid directly to. the party entitled thereto. The Leasehold Loss and ti e;:Fee.. imple Loss Shall be determined. as of the .time; of aartdemnatian; T1cLE. I:Entire Agreement 21;.191. This ins ent constitutes the entire ag,reer. ent between Lessees and Lessee; no :prior written or prior :or ct ntemporanequs oral: promises cor representations shall be binding The submission ofthis Lease for examination by Lessee andior- execution thereof by Lessee does not cotastitule:.a reservation of or option for the Premises and this Lease shall become effective only upon exe tion Of all parties hereto and delivery of a fully :executed counterpart hereof by Lessors to Lessee. This Lease shall be amended; changed or extended . only by viritten instrument. signed by both parties hereto; ARTICLE xx]L No-Qption 22.01. The submission .oft is Lease for examination by Lessee execution thereof by Lessee d not cortstiiute a reservation of or option for the Premises and this Lease. shall become effective against any party only upon execution of all parties hereto and delivery of a -fully executed counterpartbereofby.l Lessors to Lessee. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BL h. SL2011 0i4 13H ewgley 18 Kennedy Causeway Boat Ramp Lease IN TESTIMONY THEREOF witness the signature of the Texas Land Commissioner and the seal of the Texas General Land Mice as well as the signature ofth e Department's authorized representative. LESSOR STATE OF TEXAS LESSEE City of Corpus firr• ffir Oa& Date. 11 k5.11,1)1 1 APPROVEllta .Content I'aiO: Legal Deputy Executive LESSOR.. STATE OF TEXAS L koK) r Printed Name & Title Date: to I qj Approved aS tr) R. rung First Assistant C For City Attorney Executed -and approved for the Texas Transportation COMMISSiCal for the purPose and effect of activating andiar tying out the orders, established potties or work programs heretofore approved and •autho ' . b e T "400,, 4. .... . . s ' %/, ion. BYf iNiAraar Jo D. ctori Right-of-Wa Division . Campbell, P.E. Date: 11 ACKNOWLEDG ttorney twiner- ReS ° 9 2.5t AuTtioniti: cowl SECRETARY 64.-, STATE OF TQACI c7 § COUNTY OF n ukews ,§ Ths Surface Lease No. S120110014 was acknowledged before the on the i oy.of 0 ei-619.€7.--- , ,011 by kontkint L. Ot%on amo-Of Lpssee) Ndtaty Public, State of —re Ya-c My commission expires: -0—tk, v6 Si .-(A Lf SL20I 10014 BRewgley 19 :Kennedy:::.Catigewaylkat Earmi:Lease: Title: City of Corpus Christi SL20.110014 Date of inspection: 12 -1 -10: Company: General Land Office Creator: Rene Garcia Scale: 1 in. = 60,000 ft. Exhibit A Title: City of Corpus Christi SL2O1 1001 Date of Inspection; 12 -1 -10 Company:: General Land Office Creator: Rene Garcia Scale: 1 in = 3,000 ft. Exhibit B / / // / / / / / I 4; 0 ..3"` ,O7 - cD 0 0