HomeMy WebLinkAboutC2014-177 - 6/24/2014 - Approved I
LEASE AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND
CORPUS CHRISTI CONVENTION & VISITORS BUREAU FOR THE NORTH BAYFRONT
PARK KIOSK AND AGREEMENT TO TERMINATE THE TEX MEX RAILROAD DEPOT
LEASE
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES §
This lease agreement ("Lease") is entered into by and between the City of Corpus
Christi, a Texas home-rule municipal corporation ("City"), acting through its duly authorized City
Manager, or his designee ("City Manager"), and the Corpus Christi Convention & Visitors
Bureau.
WHEREAS, the City owns the North Bayfront Park Kiosk located on North Shoreline
Blvd. near the intersection with Resaca Street, Corpus Christi, Nueces County, Texas, together
with all Improvements thereon; ("Premises");
WHEREAS, Lessee has requested the use of the Premises for the purpose of office
space for its operations as the Corpus Christi Convention & Visitors Bureau and conditions and
covenants contained in this Lease; ,
WHEREAS, City desires to allow Lessee to use the Premises for this purpose; and
WHEREAS, in 1998, the City and the Greater Corpus Christi Business Alliance, a
predecessor entity for the Corpus Christi Convention & Visitors Bureau had previously entered
into a twenty-year lease agreement for the Tex Mex Railroad Depot located on North Chaparral
Street, and the parties now desire to terminate said 1998 Lease Agreement.
NOW, THEREFORE, City and Lessee, in consideration of the mutual promises and
covenants contained herein, agree as follows:
Section 1 Definitions.
(A) City means the City of Corpus Christi, Nueces County, Texas, a home rule municipal
corporation.
(B) City Manager means the City's City Manager or the City Manager's designee.
(C) Council means the City's City Council.
(D) Director means the City's Director of Park and Recreation or the Director of Park and
Recreation's designee.
(E) Finance Director means the City's Director of Finance or the Director of Finance's
designee.
(F) Lease means this lease document, including all attached and incorporated exhibits.
(G) Lessee means Corpus Christi Convention & Visitors Bureau.
2014-177
6/24/14
Ord. 030212 INDEXED
CC Convention & Visitors Bureau
2
(H) Parks means the City's Park and Recreation Department.
(I) Premises means the North Bayfront Park Kiosk building located on North Shoreline
Blvd. near the intersection with Resaca Street, in the City.
(J) Risk Manager means the City's Director of Risk Management or the Director of Risk
Management's designee.
Section 2. Purpose. The purpose of this Lease, between City and Lessee, is to enable Lessee
to utilize Premises as a visitor's center. Lessee shall not operate the Premises for any other
purpose without Director's prior written approval.
Section 3. Term. The City leases the Premises, subject to all terms and conditions of this
Lease, to the Lessee on a five year term beginning May 1, 2014, effective upon final City
Council approval, unless sooner terminated as set out herein.
Section 4. Acceptance of Premises Disclaimer:
A. LESSEE ACKNOWLEDGES THAT IT IS LEASING THE PREMISES "AS IS"
WITH ALL FAULTS AS MAY EXIST ON THE PREMISES, AND THAT NEITHER THE CITY, NOR
ANY EMPLOYEE OR AGENT OF THE CITY, HAS MADE ANY REPRESENTATIONS OR
WARRANTIES AS TO THE CONDITION OF SUCH PREMISES. LESSEE HEREBY WAIVES
ANY AND ALL CAUSES OF ACTION, CLAIMS, DEMANDS, AND DAMAGES BASED ON ANY
WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTY OF SUITABILITY FOR A PARTICULAR PURPOSE, ANY AND ALL WARRANTIES
OF HABITABILITY, AND ANY OTHER IMPLIED WARRANTIES NOT EXPRESSLY SET FORTH
IN THIS LEASE.
B. LESSEE ACKNOWLEDGES AND AGREES THAT LESSEE HAS BEEN
PROVIDED, TO ITS SATISFACTION, THE OPPORTUNITY TO INSPECT THE PREMISES FOR
ANY DEFECTS AS TO THE SUITABILITY OF SUCH PROPERTY FOR THE PURPOSE TO
WHICH LESSEE INTENDS TO USE THE PREMISES, AND IS RELYING ON ITS OWN
INSPECTION.
C. LESSEE ACKNOWLEDGES THAT ANY AND ALL STRUCTURES AND
IMPROVEMENTS EXISTING ON THE PREMISES ON THE COMMENCEMENT DATE, IF ANY,
ARE ACCEPTED "AS IS" WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT
THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY THE CITY WITH RESPECT
THERETO. LESSEE ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY
REPRESENTATION, STATEMENT OR OTHER ASSERTION BY THE CITY WITH RESPECT TO
ANY EXISTING STRUCTURES OR IMPROVEMENTS, BUT IS RELYING ON ITS
EXAMINATION THEREOF.
D. THE PROVISIONS OF THIS Section 4 SHALL SURVIVE THE EXPIRATION OR
EARLIER TERMINATION OF THIS LEASE.
Section 4 Contact Person/Lease Administrator. For this Lease, the City's contact person
and lease administrator is the Director.
3
Section 5. Lease Payments.
(A) For and in consideration of the rights and privileges herein granted, Lessee agrees to
pay the City, on a monthly basis, TWO HUNDRED dollars ($200.00) per month.
(B) All rental fees are due and payable on or before the 10th day of each month for the term
of this Lease. Payment must be made to the order of the City of Corpus Christi and
mailed to the City Collections Department, P. O. Box 9277, Corpus Christi, TX 78469, or
delivered to City Hall at 1201 Leopard Street, Corpus Christi, TX 78401.
Section 6. Hours of Operation. Lessee will be open to the public and operate the Premises,
during normal operating hours on a year-round basis. Hours of operation may be adjusted, for
scheduled seasonal activities and other special events scheduled by Parks, with the prior
written approval of the Director.
Section 7. Termination of the 1998 Tex Mex Railroad Depot Lease Agreement.
By signatures below, the parties agree to terminate the 1998 Tex Mex Railroad Depot Lease
Agreement which was previously authorized by City Council on June 16, 1998, said termination
to be effective on May 1, 2014 or other date mutually agreed upon by letter agreement of City
Manager and CVB Chief Executive Officer.
Section 8. Parking.
(A) Lessee may be provided, with prior approval of the Director, up to four (4) parking
spaces, including one of which shall be a disability-accessible space near the Premises.
The Director shall determine and approve Lessee's method and manner of designation
of the spaces. Lessee shall bear any and all expense associated with designation of the
parking spaces.
(B) Lessee's designated parking spaces are for use by customers of the Premises during
Lessee's hours of operation only. At all other times when Lessee is not open under
normal operating hours, any member of the public can utilize the designated parking
spaces.
(C) Lessee's designated parking spaces are for use by passenger vehicles only and must
not be utilized for commercial purposes, such as loading and unloading of equipment or
supplies, by Lessee or Lessee's vendors or suppliers.
Section 9. Utilities.
(A) It is understood by and between the parties that scheduled, regular garbage collection
service is available to the Premises and that the provision of this service shall be the
responsibility of Parks.
(B) The cost to Lessee, for the provision of garbage collection service by the City, is
included and made a part of Lessee's monthly lease payment.
(C) Lessee shall deposit, or cause to be deposited, all garbage and debris generated at the
Premises into up to three (3) garbage carts provided by City at the Premises.
4
(D) The Premises is not currently wired for telephone service nor for internet service;
however, Lessee may contract separately with a service provider of Lessee's choice for
the provision of active telephone and internet service, which service is to be incurred at
Lessee's sole expense.
(E) The Premises is wired for electrical service. Lessee shall bear the cost of all electricity
used at the Premises for the term of this Lease. Additionally, Lessee shall bear the cost
for the use and maintenance of the existing security alarm system in the Premises for
the term of this Lease.
(F) Water and sewage service is available at the Premises, and the cost to Lessee, for the
provision of water and sewage service by the City, is included and made a part of
Lessee's monthly lease payment.
(G) Should Lessee require any modification to the provision of the enumerated utilities in this
section or require any additional utility service not herein covered during the term of this
Lease, Lessee shall submit a request, in writing, to the Director for consideration and
possible amendment of this Lease.
(H) Lessee shall pay for all utilities related to usage of Premises, excluding water and
sewage service as herein provided for, prior to the due date. Failure to pay any utility
bill(s) prior to the due date constitutes grounds for termination of this Lease.
Section 10. Abandonment, Interruption of Utilities, Removal of Lessee's Property, and
Lockout. Chapter 93 of the Texas Property Code governs the rights and obligations of the
parties with regard to: (a) abandonment of the leased premises; (b) interruption of utilities; (c)
removal of Lessee's personal property; and (d) lock out of Lessee.
Section 11. Maintenance.
(A) The City will maintain the exterior of the Premises and adjacent park grounds, including
buildings and public parking lots in the vicinity of the Premises, subject to sufficient
annual budget appropriations. The City shall be responsible for major repairs to the
exterior of the Premises, subject to sufficient annual budget appropriations, unless
damage occasioned to the exterior is or was caused by Lessee's negligence. It is
further understood and agreed that the City shall maintain the utility lines serving the
Premises, subject to sufficient annual budget appropriations.
(B) Lessee covenants and agrees to maintain the interior of the Premises during the term of
this Lease, such maintenance to include, but not be limited to, interior painting (in a
neutral color preapproved by the Director) and keeping in good repair the plumbing and
light fixtures.
(C) Lessee shall be responsible for cleaning the Premises and will supply paper goods and
chemicals necessary for cleaning.
(D) During Lessee's normal business hours, City may enter the Premises for any reasonable
purpose, including but not limited to, repairs, maintenance, alterations and showing the
premises to prospective tenants. City may access the Premises at any time for
emergency repairs.
5
(E) In the event that the Premises are destroyed or rendered unusable due to a hurricane,
natural disaster or other reasons not the fault of Lessee and cannot be promptly
repaired, the occupancy by Lessee shall terminate as of such date and the City and
Lessee either shall enter into an agreement to occupy other available space of the City
for such purposes or this Lease shall terminate.
Section 12. Furniture, Fixtures, and Equipment.
(A) It is understood that Lessee will be responsible for furnishing and equipping the
Premises and that the City has no obligation to furnish any equipment or furnishings for
Lessee.
(B) All capital improvements to the Premises, such as installation of plumbing fixtures
remain the property of the City.
(C) The City shall maintain the public restrooms associated with the Premises.
Section 13. City Use and Special Events.
(A) City retains the right to use or cross the Premises with utility lines and easements. City
may exercise these rights without compensation to Lessee for damages to the Premises
from installing, maintaining, repairing, or removing the utility lines and easements. City
must use reasonable judgment in locating the utility lines and easements to minimize
damage to the Premises.
(B) Lessee acknowledges that the North Bayfront Park premises are used for special events
which may occasionally interfere with Lessee's access to the Leased Premises and
parking space availability. Lessee shall not be entitled to any compensation, in whatever
form, either tangible or intangible, for such non-Lessee use.
Section 14. Laws Affecting Operation of Premises and Performance.
(A) Lessee shall ensure that its use of the Premises is in accordance with all applicable
Federal, State, and local laws, ordinances, rules and regulations.
(B) Lessee shall bear the expense and responsibility of meeting all requirements for
acquiring all applicable licenses and permits. Lessee shall also bear the expense of
meeting and complying with all health regulations and Certificate of Occupancy
requirements.
(C) Furthermore, Lessee shall comply with any other Federal, State and local laws,
ordinances, rules and regulations applicable to Lessee's performance under this Lease.
This Lease is also subject to applicable provisions of the City Charter.
Section 15. Inspection. Any officer or authorized employee of the City may enter upon the
Premises, at all reasonable times and without notice, to determine whether Lessee is providing
maintenance in accordance with and as required by above, or for any other purpose incidental
to City's retained rights of and in the Premises.
Section 16. Capital Improvements. City may, from time to time, and in City's sole discretion,
undertake capital improvements to the Premises. Prior to commencing any capital
6
improvements, City shall notify Lessee, in writing, of the dates in which Lessee shall be required
to vacate the Premises, should the Director deem this necessary. Lessee agrees that the term
of this Lease shall not be prorated for the period in which Lessee is restricted from entering the
Premises for the purposes of constructing capital improvements. Lessee acknowledges and
understands that City shall have no obligation to provide an alternate location for Lessee during
any period that Lessee must vacate the Premises.
Section 17. Relationship of Parties. This Lease establishes a landlord/tenant relationship,
and none other, and this Lease must be construed conclusively in favor of that relationship. In
performing this Lease, both City and Lessee will act in an individual capacity and not as agents,
representatives, employees, employers, partners, joint venturers, or associates of one another.
The employees or agents of either party shall not be, nor be construed to be, the employees or
agents of the other party for any purpose whatsoever.
Section 18. Insurance.
(A) Lessee shall secure and maintain at Lessee's expense, during the term of this Lease,
insurance of the type and with the amount of coverage shown on the Attachment, which
is incorporated in this Lease by reference. Lessee shall use an insurance company or
companies acceptable to the Risk Manager. Failure to maintain the insurance during the
term of this Lease, at the limits and requirements shown on Attachment constitutes
grounds for termination of this Lease.
(B) The Certificate of Insurance must be sent to the Risk Manager prior to occupancy of and
operations at the Premises. The Certificate of Insurance must provide that the City will
have thirty (30) days advance written notice of cancellation, intent to not renew, material
change, or termination of any coverage required in this Lease.
(C) Lessee shall provide, during the term of this Lease, copies of all insurance policies to the
Risk Manager upon written request by the City Manager.
(D) The Risk Manager shall retain the right to annually review the amount and types of
insurance maintained by Lessee, to require increased coverage limits, if necessary in
the interest of public health, safety, or welfare, and to decrease coverage, if so
warranted. In the event of any necessary increase, Lessee shall receive thirty (30) days
written notice prior to the effective date of the requirement to obtain increased coverage.
( E) In the event alcoholic beverages are to be served or consumed on any Premises
covered by this Lease, the Lessee shall additionally obtain or cause to be obtained
alcoholic beverage liability insurance in the amount of one million dollars
($1,000,000.00) covering the event or time period when alcoholic beverages are to be
served or consumed.
(F) Lessee shall, prior to any addition or alteration to, in, on, or about the Premises, obtain
prior clearance, in writing, from the Risk Manager that the proposed addition or alteration
will not necessitate a change or modification in the existing insurance coverage
maintained by Lessee. This clearance is in addition to the prior consent required by
Section 20(a), as contained herein.
(G) The City carries the property and flood insurance on the building. Lessee is responsible
for insuring their own contents.
7
Section 19. Indemnity. In consideration of allowing Lessee to use the Premises, Lessee
("Indemnitor") covenants to fully indemnify, save and hold harmless the City, its officers,
agents, representatives, and employees (collectively, "Indemnitees") from and against
any and all liability, loss, damages, claims, demands, suits, and causes of action of any
nature whatsoever asserted against or recovered from City on account of injury or
damage to person including, without limitation on the foregoing, premises defects,
workers' compensation and death claims, or property loss or damage of any other kind
whatsoever, to the extent any injury, damage, or loss may be incident to, arise out of, be
caused by, or be in any way connected with, either proximately or remotely, wholly or in
part: (1) Lessee's performance pursuant to this Lease; (2) Lessee's use of the Premises
and any and all activities associated therewith pursuant to this Lease; (3) the violation
by Lessee, its officers, employees, agents, or representatives or by Indemnitees or any of
them, of any law, rule, regulation, ordinance, or government order of any kind pertaining,
directly or indirectly, to this Lease; (4) the exercise of rights under this Lease; or(5) an
act or omission on the part of Lessee, its officers, employees, agents, or representatives
or of Indemnitees, or any of them, pertaining to this Lease, regardless of whether the
injury, damage, loss, violation, exercise of rights, act or omission is caused or is claimed
to be caused by the contributing or concurrent negligence of Indemnitees, or any of
them, but not if caused by the sole negligence of Indemnitees, or any of them, unmixed
with the fault of any other person or entity and including all expenses of litigation, court
costs, and attorneys' fees, which arise, or are claimed to arise, out of or in connection
with the asserted or recovered incident.
Lessee covenants and agrees that, if City is made a party to any litigation against Lessee
or in any litigation commenced by any party, other than Lessee relating to this Lease,
Lessee shall, upon receipt of reasonable notice regarding commencement of litigation, at
its own expense, investigate all claims and demands, attend to their settlement or other
disposition, defend City in all actions based thereon with legal counsel satisfactory to
City, and pay all charges of attorneys and all other costs and expenses of any kind
whatsoever arising from any said liability, injury, damage, loss, demand, claim or action.
Section 20. Alterations.
(A) Lessee shall not make any alterations, additions, or improvements to, in, on, or about
said Premises, without the prior written consent of the City Director of Parks and
Recreation. Lessee must also obtain clearance from the Risk Manager as required
above.
(B) The following are specifically prohibited: Lessee shall not nail into the walls of the
Premises; Lessee shall not remove any equipment, fixtures or hardware from the
Premises.
(C) All approved alterations, improvements, and additions made by the Lessee upon said
Premises, although at his own expense, shall, if not removed by Lessee at any
termination or cancellation hereof, become the property of the City in fee simple without
any other action or process of law. Lessee agrees to be contractually and financially
responsible for repairing any and all damage caused by such removal. If items are
installed in such a manner as to become fixtures, such fixtures shall not be removed by
Lessee upon termination and shall become the property of the City.
8
Section 21. Signs.
(A) Lessee shall not exhibit, inscribe, paint, erect, or affix any signs, advertisements,
notices, or other lettering ("Signs") at, on, or about the Premises, or any part thereof,
without the Director's prior written approval.
(B) City may require Lessee to remove, repaint, or repair any Signs allowed. If Lessee does
not remove, repaint, or repair the Signs within ten (10) days of Director's written demand,
City may do or cause the work to be done, and Lessee will pay City's costs within thirty
(30) days of receipt of Director's invoice. If payment is not timely made, the City may
terminate this Lease upon ten (10) days written notice to Lessee. Alternatively, City may
elect to terminate this Lease after ten (10) days written notice to Lessee.
Section 22. Sublease and Assignment. Lessee understands and agrees that Lessee shall
not sublease the Premises or any part thereof without obtaining the prior written consent of the
City Manager. Lessee shall not, in whole or in part, assign or transfer directly or indirectly this
Lease unless prior written approval has been obtained from the City Manager.
Section 23. Default.
(A) The following constitute Events of Default under this Lease:
(i) default in the payment of rent or other payments hereunder;
(ii) failure to pay utilities before the due date;
(iii) failure to perform maintenance as required by this Lease;
(iv) abandonment of the Premises;
(v) failure to maintain any insurance coverages required herein;
(vi) failure to timely pay City's invoice for the removal, repainting, or repair of any
Signs at the Premises; and
(vii) failure to keep, perform, and observe any other promises, covenants and
conditions contained in this Lease.
(B) Upon the occurrence of any Event of Default, the City may, at its option, in addition to
any other remedy or right given hereunder or by law:
(i) give notice to Lessee and an opportunity to cure that this Lease terminates upon
the date specified in the notice unless such default is cured, which date will be no
earlier than thirty (30) days after the giving of such notice; or
(ii) immediately or at any time after the occurrence of such Event of Default and
without notice or demand, enter upon the Premises, or any part thereof in the
name of the whole, and, upon the date specified in a notice, if given, or in any
notice pursuant to law, or upon such entry, this Lease terminates.
(C) In the event of a default by the City in the performance of its obligations under this
Lease, Lessee may give thirty (30) days' notice of such default and opportunity to cure,
and this Lease may be terminated in the event of a failure to cure such default within
such time.
Section 24. No debts. Lessee shall not incur any debts or obligations on the credit of the City
during the term of this Lease.
9
Section 26. Notice.
(A) All notices, demands, requests or replies provided for or permitted under this Lease by
either party must be in writing and must be delivered by one of the following methods: (I)
by personal delivery; or (ii) by deposit with the United States Postal Service as certified
or registered mail, return receipt requested, postage prepaid.
(B) Notice deposited with the United States Postal Service in the manner described above
will be deemed effective two (2) business days after deposit with the United States
Postal Service.
(C) All these communications must only be made to the following:
IF TO CITY: IF TO LESSEE:
City of Corpus Christi Corpus Christi Convention & Visitors Bureau
Park and Recreation Department Attn: Paulette Kluge
P. O. Box 9277 101 N. Shoreline Blvd., Suite 430
Corpus Christi, Texas 78469-9277 Corpus Christi, Texas 78401
Attn: Director of Park and Recreation
(D) Either party may change the address to which notice is sent by using a method set out
above. Lessee shall notify the City of an address change within ten (10) days after the
address is changed.
Section 27 Nondiscrimination. Lessee covenants and agrees that it shall not discriminate nor
permit discrimination against any person or group of persons, with regard to employment and
the provision of services at, on, or in the Premises, on the grounds of race, religion, national
origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United
States or the State of Texas. The City hereby reserves the right to take such action as the
United States may direct to enforce this covenant.
Section 28. Modifications. No changes or modifications to this Lease may be made, nor any
provisions waived, unless the change or modification is made in writing and signed by persons
authorized to sign agreements on behalf of each party.
Section 29. Waiver.
(A) The failure of either party to complain of any act or omission on the part of the other
party, no matter how long the same may continue, shall not be deemed a waiver by said
party of any of its rights hereunder. No waiver of any covenant or condition or of the
breach of any covenant or condition of this Lease by either party at any time, express or
implied, shall be taken to constitute a waiver of any subsequent breach of the covenant
or condition nor shall justify or authorize the nonobservance on any other occasion of the
same or any other covenant or condition hereof. If any action by the Lessee requires the
consent or approval of the City on one occasion, any consent or approval given on said
occasion shall not be deemed a consent or approval of the same or any other action at
any other occasion.
10
(B) Any waiver or indulgence of Lessee's default of any provision of this Lease shall not be
considered an estoppel against the City. It is expressly understood that, if at any time
Lessee is in default in any of its conditions or covenants hereunder, the failure on the
part of the City to promptly avail itself of said rights and remedies which the City may
have shall not be considered a waiver on the part of the City, but City may at any time
avail itself of said rights or remedies or elect to terminate this Lease on account of said
default. Any waiver by the parties of a breach of any covenants, terms, obligations, or
events of default shall not be construed to be a waiver of any subsequent breach, nor
shall the failure to require full compliance with this Lease be construed as changing the
terms of this Lease or estopping the parties from enforcing the terms of this Lease.
Section 30. Force Majeure. No party to this Lease shall be liable for delays or failures in
performance due to any cause beyond their control including, without limitation, any delays or
failures in performance caused by strikes, lock outs, fires, acts of God or the public enemy,
common carrier, severe inclement weather, riots or interference by civil or military authorities.
These delays or failures to perform shall extend the period of performance until these
exigencies have been removed. The Lessee shall inform the City in writing of proof of such
force majeure within three (3) business days or otherwise waive this right as a defense.
Section 31. Surrender. Lessee acknowledges and understands that the lease of the Premises
to Lessee is expressly conditioned on the understanding that the Premises must be
surrendered, upon the expiration, termination, or cancellation of this Lease, in as good a
condition as received, reasonable use and wear, acts of God, fire and flood damage or
destruction where Lessee is without fault, excepted. Any reasonable costs incurred for repairs
or corrections for which Lessee is responsible under this Lease are payable by Lessee to City
as additional rental on the next rental payment date, or within 30 days written demand.
Section 32. Enforcement Costs. In the event any legal action or proceeding is undertaken by
the City to repossess the Premises, collect the lease payment(s) due hereunder, collect for any
damages with regard to this Lease, to the Premises, or to in any way enforce the provisions of
this Lease, Lessee agrees to pay all court costs and expenses and the sum as a court of
competent jurisdiction may adjudge reasonable as attorneys' fees in said action or proceeding,
or in the event of an appeal as allowed by an appellate court, if a judgment is rendered in favor
of the City.
Section 33. Publication Costs. Lessee shall pay for the cost of publishing the Lease
description and related ordinance, if required by the City Charter, in the legal section of the local
newspaper.
Section 34. Interpretation. This Lease will be interpreted according to the Texas laws that
govern the interpretation of contracts. Venue lies in Nueces County, Texas, where this Lease
was entered into and will be performed.
Section 35. Survival of Terms. Termination or expiration of this Lease for any reason shall not
release either party from any liabilities or obligations set forth in this Lease that (a) the parties
have expressly agreed shall survive any such termination or expiration, or (b) remain to be
performed or by their nature would be intended to be applicable following any such termination
or expiration.
•
11
Section 36. Construction of Ambiguities. The parties expressly agree that they have each
independently read and understood this Lease. Any ambiguities in this Lease shall not be
construed against the drafter.
Section 37. Captions. The captions utilized in this Lease are for convenience only and do not
in any way limit or amplify the terms or provisions hereof.
Section 38. Termination. It is Lessee's responsibility to remove its personal property from the
Premises prior to termination or expiration of the Lease. Lessee agrees that any of personal
property remaining on the Premises after the termination or expiration of the Lease
automatically becomes City property without any notice, action, or process of law, for disposition
by the City as City deems appropriate in City Manager sole discretion, with no compensation to
Lessee. Lessee shall be invoiced for City's costs to remove property from the Premises after
termination or expiration of the Lease, and Lessee shall pay said invoice within thirty (30) days
of receipt.
Section 39. Entirety Clause. This Lease and the incorporated and attached exhibits
constitute the entire agreement between the City and Lessee for the purpose granted. All other
agreements, promises, representations, and understandings, oral or otherwise, with reference
to the subject matter hereof, unless contained in this Lease are expressly revoked, as the
parties intend to provide for a complete understanding within the provisions of this Lease and its
exhibits of the terms, conditions, promises, and covenants relating to Lessee's operations and
the Premises to be used in the operations.
Section 40. Severability.
(A) If, for any reason, any section, paragraph, subdivision, clause, provision, phrase, or word
of this Lease or the application hereof to any person or circumstance is, to any extent,
held illegal, invalid, or unenforceable under present or future law or by a final judgment
of a court of competent jurisdiction, then the remainder of this Lease, or the application
of said term or provision to persons or circumstances other than those as to which it is
held illegal, invalid, or unenforceable, will not be affected thereby, for it is the definite
intent of the parties to this Lease that every section, paragraph, subdivision, clause,
provision, phrase or word hereof be given full force and effect for its purpose.
(B) To the extent that any clause or provision is held illegal, invalid, or unenforceable under
present or future law effective during the term of this Lease, then the remainder of this
Lease is not affected thereby, and in lieu of each such illegal, invalid, or unenforceable
clause or provision, a clause or provision, as similar in terms to such illegal, invalid, or
unenforceable clause or provision as may be possible and be legal, valid and
enforceable, will be added to this Lease automatically.
EXECUTED IN DUPLICATE, each of which shall be considered an original, on the day
of , 2014.
12
ATTEST: CITY OF CO- • e
ma
Rebecca Huerta Ron.Id L. •I.on
City Secretary City .. .- -r
as to form: 3 )ot 'r
Agu
.,. istant City Attorney
or City Attorney
L SEE: CORPUS C ISTI CONVENTION &VISI ORS BUREAU
Name: •
`ra'�' �A.e-
•
Title: v
Date: 4\ 1 ‘ \ tL-c-
2_
.1
:n cONCil. I. -
sECETAw
13
EXHIBIT
INSURANCE REQUIREMENTS
LESSEE"S LIABILITY INSURANCE
A. Lessee shall not commence work under this agreement until all insurance required herein has been obtained and
approved by the City's Risk Manager or designee. Contractor must not allow any subcontractor to commence work
until all similar insurance required of the subcontractor has been so obtained.
B. Lessee shall furnish to the Risk Manager or designee two (2) copies of Certificates of Insurance, with applicable
policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the Risk
Manager or designee. The City must be named as an additional insured for the General Liability policy,and a waiver
of subrogation is required on all applicable policies.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-Day Notice of Cancellation required on all certificates or by Bodily injury and Property Damage
policy endorsement(s) Per Occurrence/aggregate
$1,000,000 Per Occurrence
Commercial General Liability including:
1. Broad Form
2. Premises—Operations
3. Products/Completed Operations Hazard
4. Contractual Liability
5. Broad Form Property Damage
6. Independent Contractors
PROPERTY INSURANCE Lessee shall purchase All—Peril Property Coverage to
provide coverage for Real and Personal Property.
WORKERS' COMPENSATION Which Complies With The Texas Workers' Compensation Act
and Paragraph II Of This Exhibit.
EMPLOYER'S LIABILITY $500,000/$500,000/$500,000
C. In the event of accidents of any kind related to this project, Lessee shall furnish the Risk Manager with copies of all
reports of such accidents within ten(10)days of the accident.
II. ADDITIONAL REQUIREMENTS
A. Lessee must obtain workers' compensation coverage through a licensed insurance
company in accordance with Texas law. The contract for coverage must be written on a
policy and endorsements approved by the Texas Department of Insurance. The coverage
provided must be in amounts sufficient to assure that all workers' compensation
obligations incurred will be promptly met.
14
B. Lessee shall obtain and maintain in full force and effect for the duration of this Contract, and any extension
hereof, at Lessee's sole expense, insurance coverage written on an occurrence basis, by companies
authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than
A-VII.
C. Lessee shall be required to submit a copy of the replacement certificates of insurance to City at the address
provided below within 10 days of the requested change. Lessee shall pay any costs incurred resulting from
said changes. All notices under this Article shall be given to City at the following address:
City of Corpus Christi
Attn: Risk Management
P.O.Box 9277
Corpus Christi,TX 78469-9277
(361)826-4555-Fax#
D. Lessee agrees that with respect to the above required insurance, all insurance policies are to contain or be
endorsed to contain the following required provisions:
• Name the City and its officers, officials, employees, volunteers, and elected representatives as additional
insured by endorsement, as respects operations and activities of, or on behalf of, the named insured
performed under contract with the City, with the exception of the workers'compensation policy
• Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi
where the City is an additional insured shown on the policy;
• Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of
the City; and
• Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation,
non-renewal or material change in coverage,and not less than ten(10)calendar days advance written notice
for nonpayment of premium.
E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage. Lessee shall
provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the
option to suspend Lessee's performance should there be a lapse in coverage at any time during this contract.
Failure to provide and to maintain the required insurance shall constitute a material breach of this contract.
F. In addition to any other remedies the City may have upon Lessee's failure to provide and maintain any
insurance or policy endorsements to the extent and within the time herein required, the City shall have the
right to order Lessee to discontinue sales/work hereunder, until Lessee demonstrates compliance with the
requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which Lessee may be held
responsible for payments of damages to persons or property resulting from Lessee's or its subcontractor's
performance of the work covered under this agreement.
H. It is agreed that Lessee's insurance shall be deemed primary and non-contributory with respect to any
insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under
this agreement.
It is understood and agreed that the insurance required is in addition to and separate from any other
obligation contained in this agreement.
2014 Parks and Recreation Dept.
Shoreline Blvd.Waterpark Kiosk,CVB Lease Agreement —ins.reqs.
4/1/2014 ds Risk Management