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C2015-057 - 4/14/2015 - Approved
ESTOPPEL CERTIFICATE AND CONSENT The undersigned, the City of Corpus Christi, a Texas home-rule municipal corporation ("Lessor"), hereby certifies with respect to that certain Skywalk and Improvements Lease dated as of December 18, 1997 by and between Lessor and Trinity Towers Limited Partnership, a Tennessee limited partnership ("Trinity Towers"), as lessee, covering the certain aerial premises and certain surface and subsurface premises more fully described in such lease (the "Premises"), as follows (all capitalized terms used but not defined herein shall have the meanings assigned to them in such lease): 1. A true and correct copy of such lease, as assigned to BKD Shoreline, LLC ("Lessee") and amended by Assignment and Assumption of Lease Agreement dated April 14, 2015 (as so assigned and amended, the "Lease") is attached hereto as Exhibit A. The Lease is in full force and effect and contains the entire agreement between Lessor and Lessee with respect to the Premises. 2. Lessee has paid all Aerial Rent and Surface Rent that is currently due and payable under the Lease. The next Anniversary Date of the Lease is December 18, 2016, and the calculation by Lessor of the Aerial Rent and Surface Rent by the Lessor is due on September 18, 2016. There are no other charges in arrears or unpaid at this time. 3. To the best of Lessor's knowledge, the Structures and current use of the Structures are in compliance with all requirements under the Lease. 4. No default exists under the Lease on the part of Lessor or Lessee, and, to Lessor's knowledge, no event has occurred or condition exists which, with notice or the passage of time or both, would constitute a default under the Lease. 5. Lessor is the sole owner of the Lessor's interest in the Lease. Lessor has not transferred or encumbered its interest in the Premises or its interest in the Lease. 6. Lessor has consented to the assignment of the Lease to Lessee and to the sublease of the Premises to Trinity Towers Limited Partnership. 7. Lessor hereby consents to the granting of a lien by Lessee in its leasehold estate in the Premises (the "Leasehold Estate") to General Electric Capital Corporation, as agent (the "Agent") for certain lenders (the "Lenders") under a loan (the "Loan") to Lessee to finance the acquisition of the Leasehold Estate and the properties connected by the Skywalk. 8. Anything in the Lease to the contrary notwithstanding, the instrument in which the lien is granted in favor of Agent in the Leasehold Estate will contain the following language, which language will satisfy the requirements of Section 9 of the Lease: 2015-057 at—Trinity Towers,Corpus Christi—Page 1 4/14/15 Ord. 030476 INDEXEDTrinity Towers a ' "The lien created by this instrument in the Leasehold Estate of BKD Shoreline LLC is limited to only such Leasehold Estate, and the lien of this instrument does not affect the interest in the premises subject to the Lease (hereinafter defined) owned by the City of Corpus Christi, Texas. As used herein, the term "Leasehold Estate" means the leasehold interest created under that certain Skywalk and Improvements Lease (the "Lease") dated as of December 18, 1997 by and between the City of Corpus Christi and Trinity Towers Limited Partnership ("Trinity Towers"), as assigned by (a) Trinity Towers to NH Texas Properties Limited Partnership by Assignment and Assumption Agreement dated as of January 2, 1997 and (b) NH Texas Properties Limited Partnership to BKD Shoreline, LLC by Assignment and Assumption dated as of April 14, 2015. 9. This Certificate is provided by Lessor to Agent at the request of Lessee. Lessor understands that Agent and Lenders are relying on each of the statements, representation and warranties set out in this Certificate in connection with the making of the Loan to Lessee. 10. This Certificate shall inure to the benefit of Agent and Lessee and their respective successors and assigns, and shall be binding upon Lessor's legal representatives, successors and assigns. [Signatures appear on next page] Lease Estoppel and Consent—Trinity Towers,Corpus Christi—Page 2 866285 IN WITNESS WHEREOF, the undersigned has affixed its signature as of this I I day of 40_, 2015. LESSOR: THE CITY OF CORPUS CHRISTI, TEXAS, a Texas home-rule municipal corporation By: 00,411°001..Ailt) Name: /V,q /L C• QS€/ Title: GMa irler APPROVED AS TO LEGAL FORM 'm %3 , 2015 o-' Lisa Aguilar, sistant City Attorney for the City Attorney ATTEST: O1i_U7h ;LL. Rebecca Huerta City Secretary SECRETARY Lease Estoppel and Consent—Trinity Towers,Corpus Christi—Signature Page DAL:053 5130/00000:23 57608v 1 EXHIBIT A Lease [See Attached] Lease Estoppel and Consent—Trinity Towers,Corpus Christi—Exhibit A Ordinance approving the assignment of the Skywalk and Improvements Lease Agreement regarding City property interests located along Carancahua Street and Tancahua Street near Coopers Alley, from NH Texas Properties Limited Partnership to BKD Shoreline, LLC; consenting to the sublease of Trinity Towers Limited Partnership; and authorizing the City Manager or designee,to execute all documents related to the assignment and assumption agreement. WHEREAS, the City of Corpus Christi ("City") executed a Skywalk and Improvements Lease Agreement (" the Lease Agreement") with Trinity Towers Limited Partnership to lease property as approved by Ordinance 022820 on January 14, 1997, with term continuing until December 17, 2056; WHEREAS, the Lease was assigned to NH Texas Properties L.P.; WHEREAS, NH Texas Properties, L.P. has requested the approval of the City to assign all of its right, title and interest in the Lease Agreement to BKD Shoreline, LLC and consent to the sublease to Trinity Towers Limited Partnership; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI TEXAS THAT: SECTION 1. The City Council, pursuant to Article IX, Section 4, of the City Charter, and pursuant to Section 15 of the Lease Agreement, approves the assignment of the Skywalk and Improvements Lease Agreement,to BKC Shoreline, LLC. The City Council consents to the sublease to Trinity Towers Limited Partnership. Furthermore, the City Manager or his designee is authorized to execute all documents related to the assignment and assumption agreement including an estoppel certificate. A copy of the documents will be filed with the City Secretary. That the foregoing ord' arvce was read for•thp first time and passed to its second reading on this the c3J 6bay of in au-( 2015, by the following vote: Nelda Martinez ale, Brian Rosas 014124'4" Rudy , 4,4- Rudy Garza alt. Lucy Rubio I i / Chad Magill 1. , ' Mark Scott U 4 4 Colleen McIntyre ! Carolyn Vaughn I.i Lillian Riojas That the foregoing ordinancefor the second time and passed finally on this wa read the 11-4-M-day of a , 2015, by the following vote: Nelda Martinez Brian Rosas —Ir------ Rudy Garza OtCy-- Lucy Rubio ___4,L___ 030476 INDEXED Chad Magill Out Mark Scott 0 le- Colleen McIntyre Carolyn Vaughn C Lillian Riojas Olt PASSED AND APPROVED, this the I L4 day of Lit2-4--(2-, 2015. ATTEST: 1-2102A.c.6. kLp_Aif-z-, Rebecca Huerta Nelda Martin City Secretary Mayor 030476 EXHIBIT A Lease [See Attached] Lease Estoppel and Consent—Trinity Towers,Corpus Christi—Exhibit A ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT against any and all eights',lions,damoger,demands,actions,causes of action,liabilities, lawsuits,Judgments,losses costs and expenses(bscludbrg but not limited to reasonable by reason of or ate( ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT,dated as of a nng out of failure ees and equines) BID hos e orinst LW to perfoincurred by rm or observe any of the .Muob- 15 (the"Assignment Agreement"),by and among THE CITY OF CORPUS CHRISTI TEXAS, a Texas home-rule municipal corporation (the"Lessor"),NH Texas obligations,covenants,tamesand conditions ojthe Lease. Properties L'mdted Partnership, as kneelhensheo, and BID Shoreline, LLC, as Section 4.The teasels amended to revise contact information for the Lessee,as shown lessee/transferee; in Exhibit 3. WHEREAS,the Lessor leased certain property(the"Property")to Trinity Towers Section 5. By the Lessor's City Manager'sexecution limited Partnership pursuant to a ywalk and Improvements Lease(the"Lease")with term assi t b NH Taxes Properties Limited artn rhiptri �hereof,the Lessor LcLC -of of all to the Skywalk December 18,1997 and ending December 17,2056, approved by City Council on right,title and interest under the Lease and confirms the Lessor's consent to the sublease of the January 14,1997 in Ordinance 022820;and limped), Trinity Towers Limited Partnership, WHEREAS,the Lease was assigned to NH Texas Properties limited Partnership on Section 6. BKD Shoreline,LLC acknowledges and agrees that Lessor has not made, fume 13,1997. does not make andecificall sp y negates and disclaims any representations,warranties,promises, WBLREAS,NH Texas Properties Limited ramafero wishes to covenants,agreements or guaranties of any kind or character whatsoever,whether express or Partnership� implied,oral or written,per,present or fnute,of as to,concerning or with respectto the assign and BKD Shoreline,LLC wishes to acquire all of Lessee/Transferor's rights,obligations Property as defined in the Lease. BKD Shoreline,LLC further acknowledges and agrees that it and interests in the Lease,a copy of which to attached as Exhibit 1; hes been given the opportunity to inspect the Property and Lease. BED Shoreline,LLC is WHEREAS,BED Shoreline,LLC wishes to sublease the Property to Trinity Towers relying solely on its own investigation of the Property and Lease and not on any information Limited Parmeshipby Sublease dated as of the effective date hereof,a copy of which is attached provided or to be provided by Lessor. as Exhibit 2;and Section 7. Upon execution of this Assignment Agreement by all parties hereto,NH Texas WHEREAS,pursuant to Section 15 of the Lease,Lessee/Transferor's interest in theLeaseProperties Limited Partnership shall be and is hereby released from all liability under the Lease may not be assigned and the Property may not be subleased without the prior written consent of the CityCouncil;and Section 8 This Assignment Agreement shall be governed by,construed and interpreted NOW THEREFORE, THIS ASSIGNMENT AGREEMENT WITNESSETH, in in accordance with the laws of the State of Texas. consideration of the premises and other good and valuable consideration,the parties do hereby Section 9.Thio agree as follows: benefit of NH Texas Properties Limited PartoerslnPt Shoreline,LLC and upon and shalldinure to the d the Lessor and Section 1.NH Texas Properties Limited Partnership does hereby transfer and set over their respective successors and assigns. unto Trinity Towers Limited Partnership all right,title and interest,as leasee and otherwise,hr,to Section 10. This Assignment Agreement is effective upon the execution by the lest and under the Lease,a copy of which is attached as Exhibit 1,to have and to hold the same unto signatory of this document. In the event that the above stated condition does not occur,this BKD Shoreline,LLC.from and atter the date hereof,for the remainder of the tern of the Lease. assignment and assumption is null and void and of no effect whatsoever. Section 2.BED Shoreline,LLC,in consideration of the execution and delivery of this THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT is executed Assignment Agreement does hereby assume,affinitive upon the dna.hereof,for the benefit of the in triplicate,as of the date first hereinabove written. Lessor and NH Texas Properties limited Partnership,from and air the date hermit all of the terms,covenants and conditions on the part of NH Texas Properties Limited Partnership under the Lease. BOD Shoreline,LLC agrees to assume all liability for any violations of the Lease (Signature pages follow.) which may have occuned prior to the execution of this Assignment Agreement. Section 3. BSD Shoreline,LLC agrees to h,demniljt City of Corpus Christi,Texas, Nil Terms Properties Limited Partnership and their respective officers,agents,employees, (Individually and collectively, '7Marmleees") and hold Indemnitees homeless from and sons .2_ ORIGINAL ORIGINAL BKD SHORELINE,LLC, NH TEXAS PROPERTIES LIMITED a Delaware limited liability company PARTNERSHIP,a Texas limited partnership By: MLD Texas Cotoitsg By: //�4/ a Texas corporation,,its general partner Name H.T Title: SVP Corporate.Develnp w By: Name: Tlmothyp Doman Title: y. STATE OF Tt...sasK_.• 1,4illjgrnsomCOUNTY I, 3e� tet.e, s•'.ih , a Notary Public of the County and State aforesaid, certify that STATE OF ILLINOIS,COOK COUNTY j(Z ...k't$ ser.... ,as the Evr' , of BKD SHORELINE, LLC, a Delaware limited liability company,personally appeared before me this day and acknowledged I,C:uo AdH,n.•_ �,-a Notary Public of the County and State aforesaid,certify that the execution of the foregoing instrument as the act and deed of said company. T.mom.`A.p�mr,T , is the of MLD Texas Corporation, a Texas corporation, general partner of NH TEXAS PROPERTIES LIMITED PARTNERSHIP,a Witness my hand and official stamp or seal,this 23'd day of March,2015. Texas limited partnership, personally appeared before me this day and acknowledged the execution of the foregoing instrument as the act and deed of said limited partnership. Witness my hand and official stamp or seal,this 29+nday of March,2015. { , con_ /)(e.. �1 otary§^'iiblic My commission expires: ��cc Ll P fr it Sm,'fh Notary Public '� v ��f1ct.G/.1 o/� My commission expires: ay • [NOTARIAL SEAL] [NOTARIAL SEAL] \\O.D lis. /h' oi tri 5tPf,`'r'y C1EL0 AOUINO. -yi-e ..cPa.G _ — '' .° �6j�. '„�. REMINGTON OFFICIAL SEAL = PJ) {E �_, Nnury pu01k.9uu of lamas .....FrG - ; '"y Commission EYpirq Oc1U'Jtr 29.tote .Q_ THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT is consented Exhibit I to as of the date first hereinabove written. CITY OF CORPUS CHRISTI,TEXAS, a Texas home rale municipal corporation (see attached) AiE � Tette: r STATE OF TEXAS § COUNTY OF NUECES § n T��Y�is Qtpst uentCC wledged before me on the 2Zday of1E! ,,2015 by ©_ L r-Cv, r r of the City of Corpus Christi,Traces,a Texas home ode municipal cocporadon,on behalf of said corporation, n�� Notary $tate of Texas < i "'4:,. MONIQUE TAME?LERMA > •2-w11u ler , > �� My Co ^� o t '.3 017 > ATTEST: REBECCA HUERTA CITY SECRETARY Legal fprom approved on p�s..-Q 10 ,• By iC A/S4 Assistant City Atto for the City Attorney. D2 �------- .„).1 w rr cauMrtt.. (r 9EcrETAQr •s- • 1 based on a 10%rate of return on the Fair Market Value of tire Aerial Premises and provide the Skywalk and Improvements Lease calculation to Lessee 90 days State of Tem A prior tothe Anniversary Date of the Lease each 5 years until neon of the Lease. Lessee must then pay the 5 year amount by the Anniversary Date.City's first • County of Nunes 6 recalculation is due September 18,2001 end Lessee's next 5 year payment is due December 18, This Lease is between the City of Corpus Christi,'Texas hoer rade municipal corporation 2001. ("City'),acting by and through its duly authorized City Manager,or designee.Cat),Managers end B. Surface Rant. Leasee must pay City$539 as total Surface Beat for years 1-4 upon Trinity Towers Limited Partnership,a Tennessee limited partnership,by its General Partner, ARC Corpus Lessee's execution of this Lease.The City Manager will calculate the next S years Surface Rent asp Christi,Inc.,a Tennessee corporation("Le sea'),acting by and through its duly based on a 10%rate of return on the Pair Market Value of the Surface Premises and authorized officers("Lessee Agent"),in consideration of the mutual COMMIS herein. provide the 1. PREMISES. City hereby leases to Lean certain aerial calculation to Lessee 90 days prior to the Anniversary Date of the Lease each 5 years until expiration provisos and certain surface and of the Lease. Lessee must then pay the 5 year amount by the Anniversary Date.City's first subsurface premises to construct an expansion of Trinity Towers on the West side of Carancehua recalculation is due September 18,2001 and Lessee's next 5 year payment is due December 18, Street("Building'). The aerial pmmisa are more particularly described in the attached and 2001. incorporated Exhibits A-Skywalk,B-Building Underpass,C-Cornices, (collectively called the C. Rant Not Refundable. No rental "Aerial PremSeasy. The surface seal subsuPaid by Leaser will be refunded If this Lease Is subsurface premises are more particularly described in the attached and incorporated Exhibit D terminated prior to its full term. ("Surface Premises');provided,however,that the Surface 4. A18RIAI,PREMISES. Premises includes includes only that part of the Surface Premises that is reasonably necessary for the A.Use of Aerial Premises. City hereby grana Lease the tight to use the Aerial Premises for the placement ofthe Building and related appurtenances.The Aerial Premises and the Surface Premises construction,installation,maintenance, repair,removal,and replacement(collectively called are collectively referred to as the"Premises." "Construction")of(1)an enclosed structure that will connect theTdnity Tower facilities on the Past 2. LEASE TERM. This Lear begun on December 18,1997,and ends on December 17, side of Caraorhr Sheet with the Trinity Tower facilities to be 2056,subjectconstructed on the West side of to prior termination.December 18 la the Anniversary Date of the Leas 3. RENT. Caronca6w Street("Skywalk'),(2)two building areas-one over a atom sewer 0656113C111(1,545 s.£)and one over a utility easement(874 s.f.)to be constructed on the Wart side of Carencahm A. Acriel Premba Rent. Lessee must pay City S2,555 as total Aerial Rent for years 14 Street("Building Undepass'),and(3)two building cornice owmaahue Street vehangs-one on C • upon Larva's execution offals Lease.The City Manager will calculate the next 5 years Aerie!Rent ecaasrs.aeupawsw Page 2ofl6 t . t (33 s.f.)and one on Tencehue Street 157 a E. Cornices. Lessee essec may consttum building cornices over that area of Carenphhra Street ( )("Cornices")and collectively called("Structures"). Lessee's Construction of the Structures must comply withapplicableordinances of the City of (528 s.f.)and Tamara Street(612 s.f.)as shown on Exhibit C. Corpus Christi. A detailed architectural plan of the Structures together with a drawing of the F. MaintenanceLeasee must safely maintain the Structures and Building and tegtdate Structures exterior,including without limitation the Skywalk,is attached and htcomotated an sheets their use end occupancy w that the Structures or their use!s not a hazard or danger to the persons C-4 and CS as Exhibit C.Lessee will make no substantial change In the architectural plea or the orpmpaty of the public using the street,drainage ease amt,or utility easmnem below the Structures exterior appearance of the Structures,es they appear in Exhibit without the prior written consent or Building.The street,drainage easement,utility easement,end all improvement therein are collectively called"City lmpmvemente.Further all Lessee's use and occupancy of the Structures of City Manager,which consent will not be rmreawnably withheld. B. Use adjacent to Aerial Premises. City hereby grants Lessee the and Building must comply with all applicable federal,state,and local laws rola,and re8uletiona right to use an much of the premises below,above,and adjacent to the Aerial Premises(Sarre IfLessee's construction,use,or cabman=of ay of the Structures or Building causes soy damage ("Surrounding Premises")as Is reasonably necessary to construct,install,repair,mean,and replace the Salaams and Building; tee City Improvements,Lessee must repair or replace the City Improvements to the equivalent provided,however,that Lessee's use of the Surrounding Premise complies with applicableimprovement existing prior In the damage. Lessee must stank a set of construction plan and • ordinances of City of Corpus Christi. drawings for the proposed repair or replacement of City Imptovemente to the Director of C. Use of Slq na0r Lessee may use the Skywalk k move pedestrians and goods between Engineering Services a minimum of 3 web prior to Lessee's intended onset of construction to Lessee's facilities on We East side afCmaacahus Sheet andthoseto be constructed on the Wet side repair or replace. Lessee cannot begin repair or replacement construction prior to receipt of the of Carmrceltm Street adjacent to the Aerial Premien to contain electrical power Maesand for such written approval of the construction plans and drawings by the Director of Engineering Services, outer purposes m me consistent with the design and plan of the Skywalk provided,however.that G. Minimum Elevation of Skytralk. No part of the Skywalk will be constructed lower then Linea must not use the Skywalk for storage or occupancy. 14.0 feet above the crown of Cmancabua Sheet as It presently exists or Is adjusted by by colhttenl D. Building Qmdepaas.Lobe may use the Building Underpin to cover palestina and goods repairs during cmanuctlon of the Building.The existing minimum pavement grade of Canncahue moving into the Building. In addition,Lessee may construct a portion of the Building over the Sheet is 18.09 feat above sea level.Lease mat maintain a minimum clearance of 14.0 feet Building Underpass to he used for occupancy,storage,electrical power,and such other purposes as above the crown of Caremehus Surat at the lowest part of the Skywalk are consistent with the design of the Bugling. aoaswro.osaara.yy, a tan0rararo" Page 4 of 16 Piga 3of16 I I ! I R. Lighting Structures.Lessee must install,operate.and maintain lighting on and underneath ground directly above the existing twin 6kD storm drainageI box culverts. Lessee or Leasee Agent the Skywalk if the City Manager determines such lighting is necessary to eliminate nightthne must not construct any drilled pier within 4 feet of any portion of the existing twin 6'3,1'storm drainage her culverts.If Lessee's a construction,operation,or mahatma of the Building results in shadow areas caused by the Skywalk's interference with sunoundieg street lighting, L Removal of City Facilities. ffftL f far o remove a relocate any CIty utility damages to the twin storm drainage box culverts Lessee must repair or replace the box culverts in lines or structures In Cerancehna Street or the Surface Premises to accomodate corotruadon of the the acme manner as set out in Section 4.F.above. Structures or Building,lessee mutt pay all City's reasonable costs within 30 days oder the City B. Compliance with City Code. Lessee's sec's use of the Surface Premium must comply with Manager's written demand therefor. applicable ordinances of the City of Como Christi. H. Signe.Lessee must not maintain or allow any sign on or within the Skywa8d that is visible C. MaintenanceLessee roust maintain the Build and h'Bregulate the imncrf so that the Building or the use thereof will not be a Ward or danger to the persons or property ofthe public, from the outside of the Skywalk,unless a sign is required by law. 1. Entry by City. City,by ib officers,agents or employees,may et all!tameable times Including without limitation City employees working on the storm sewer improvements in the enter the Aerial Promises to view the condition of the Structures. drainage easement usio the g drainage casanmit below the Bulldlng. .1. Removal of Structures. Within 180 days oiler termination or expiration of the Lease, D. Relocation at Storm Saver Impr ovemeata It is recognized that the Building is essential Lessee must remove the Structures at its own expense,mediae of City's fellate to demand to the Lessee's operations.Lessee agrees to pay for City to mimeo the Storm Sewerlmpmvements removal or to give any notice,other than a notice of termination that is required by other provisions if necessary for federally mandated improvements to the existing Storm SewerImprovements by m of this Leese If Lease fails to tetanus the Streamsire accordance with tie section,then city may City;provided,however,that if City may accomplish to purpose by a design which does not/quire Sewer I remove the Structures and Lessee must pay all City'a reasonable removal expenses within 30 days the reigwdon of the Storni Improvements but which is ane expensive than the design which of the City Manager's written demand therefor. would require such relocation,Lessee may,instead of relocating the Storm Sewer Improvements, S. Surface Premises. pay City the lidded cost of aceompl Shing Its purpose by the more expensive design. A. Construction in Surface Premises. Lessee may use the Surface Premises only for the 6. INSURANCE Construction of a 566 et portion of a Building footprint,drilled pier column supports,and that A. Coverage, Lessee must obtain and keep in force during this Lease legally binding potdonofdveweysforpednbanorvehrwlartrafficthatmexadimtheSurfacePrenrisee.Lessen policies of insurance for claims arising out of the construction, ed stence,use, operation, or Lessee Agent must not construct any portion of the Building footprint lower than 13'6"above A0 70 B0r i0"~m" Page 5 of 16 ae ore .a wyt Page 6 of 16 • I I maintenance,alteration,repair,or removal of the Structures or the Building in the amounts and type • E. The amount ofinauraace coverage here specified as required may be subject to renegotiation of Insurance set out on the attached and Incorporated Exhibit E. Such policies of insurance must each year. Should either party request renegotiation with respect to the amount of insurance be fantod by a company cc companies of sound and adequate financial responsibility authorized to coverage to be provided,the determination thereof will be established through mutual negotiation do business in the State of Texas. between the penin. Said negotiations must commence 3 months prior to the termination of the B. Certificates of Insurance. Lessee shall muse tarmac certificates of such insurance to be entreat insurance period.In the event a new amount has pennon established by mutual agreement delivered to the office of City's Director of within 3 months from commencement of negotiation,said controversy will be submitted to Engineering services. C. Named Insured. The City mart be included as a named insured in the Comprehensive arbitration under the Commercial Rule of Arbitration of the American Arbitration Association. General Public Liability Insurance polidy(tea).The naming of the City n an additional insured in except: the locale for the arbitration shall be within the City of Corpus Christi:the sole issue for such Comprehensive General Public Liability policies does not make the City a partner or Joico determination Pursuant to this section by the arbitrator is the amount of immune coverage required venturer with Lessee In its businesses or in connection with its construction of the Structure,or the for the period under review;and the expenses subject to the arbitration process will be born equally Building. The policies of insurance must be perlbaoable in Nueces Count,T by the parties. City Manager is hereby authorized to negotiate on behalf of the City. Y ens,and mint be construed in accordance with the laws of the State of Texas.Furthermore,the policies of inerance 7. Lessor covenants m indetonl and bold harmless City,its officers, must not be subject to cancellation by insurers except after delivery of written notice by certified employees,or agents("lndemnitees'7 float,and against ail claims,demands,actions,damages, aril to City's Director of Engineering Services at least 15 days prior to the effective date of such losses,costa,liabilities,expenses,andjudgments recovered from or asserted against City on account cancellation,and Lessee must prior to the affective date of the cancellation,provide City's Directorof injury or damage to person or property to the extent any such damage or injury may be incident to,arise out IA he caused,either proximately or remotely,wholly orinport,by an act or emission, of Engineering Services with substitute certificates atheneum D. Failure on the part of Lessee to procure or maintain required itsurmce constitutes n material negligence,or misconduct on the part of Lessee or any of its agents,servants,employees, breach of contract upon whish the City may immediately tanniaeta this Leena as provided In Sectionconnectors,patrons,guests,licensees,sublessees,or invitees entering upon the Premises,the )Z or,at its discretion,procure or renew such Insurance and pay any and all premiums in coanrotian Structures or the Building thereon pursuant to this Lease with the expressed or implied invitation or therewith,and all monies so paid by the City must be repaid by Lessee to the City within 30 days permission of Lessee(collectively"Lessee's Invitees")or when any such injury or damage is the of City Ivleneger'e written demand therefor. result.proximate or remote,of the violation by Lessee,or Lessee's Invitees of any law,ordinance, or governmental order of any kind,or when any such injury or damage may in any other way arise Aeaasramna,s„q..nn Page 7 of 16 AO9°1°r0'0n°r"r'u° Page A of 16 . ! i � � 9. FINANCING. City-recognizes that Lesseelmay borrow funds to construct the from or out of the Structures or the Building located on the Premises herein or out of the use or occupancy of the Strumas or Building Structures or Building,or for other proposes,secured by a Brat lien on security which includes riding onthe Premiss at the Premises itself by Lessee,or Lessee's Lessee's interest in the Struotmcs and Buildingleasehold and the estate is the Aerial Premises and Invitee. Surface Proms.The fee aimpie Stara of City in the audit state burdened by Lessee's leasehold Lessee farther indemnifies City and Indemnitees for all damages to estate must not be subject to such lien,and the lien instrument moat contain rims Mowing language, the Structures or the Building which may occur due to City or Indemnitees orotlmrdmhl gusggapproved bythe(Sty Attorney. actions in constructing,operating,maintaining,repairing,or replacing Storm "Lender agrees that the lien created by this instrument is effective only ns to the Sewer Improvements or Utility Improvements located within the drainage leasehold state of Trinity Towers Limited Partnership,ung by and through its easement or utility casement which form a part of the Surface Premises, Geoerel Partner,ARC Cotpm tom;Inc.,created tender that certain Skywalk and expressly including City or Indemnitees own negligence. City will continue to Imisove manLeaseeffectiveDecember 1g,1997,by and between the City of Corpus Christi,s L, �ran*.soling by and through its Trustee(s)es operate,maintain,repair,and replace the Storm Sewer Improvements and Lessee,and that this instrument does not affect the fee simple interest is the Aerial Utility Improvements located In the drainage easement and utility easement. Premises or Surface Premises owned by the City of Corpus Christi." Lessee covenants and ages that in case City is made a patty to any Litigation against Lessee In the event of any foreclosure by my lender of a lien or liens on the Structures or «m any litigation commenced by any party,other than Lessee relating to this Lease,Leasco must Building end the leasehold estate in the Aerial Premixes acid Surface Premises,such lender or other defend City upon receipt of resemble notice regarding commencement of such litigation purchaser rd foreclosure and its succeuore and esi shall succeed to all sights,privileges.and S. TAXES,FEES. Legsfees must pay for all taxes,licenses,end required le operate duties of Lessee,including without limitation the duty to pay rant. and maintain its various commercial facfitis on the Premises.Further,Lance must pay all tars 10. INSPECTION. City personnel may at all Resemble rims enter upon the Pmmies, which its use of the Premiss,Structures,and Building may muse to be=eased against the .including the Structures and Building,for purposes of inspection,repair,&e«police action,and Premises,Structures,or Building. Lessee must pay all payroll torn end related taxesfees and enforcement of this Lease, incident to operation of Its commercial and retell facilities on the Premises. IL DEFAULT AND TEIUIINATION. If Lessee defaults in performance of any oftbe promises or covenants contained herein City may terminate this Lease.City will give Lessee written •NH Texas Properties Limited Partnership A 1osestarame Page 9 of 16 aceaaoaouev.gt,. Page 10 of 16 notice,is accordance with Section 12 herds,of the default,specifying withIf to City: particularity the nature of the detbolt,the period to cure,and if the cure is not completed during the cure period,(or lithe Qty of Corpus Christi P.O.Box 9277 default tempt reasonably be cured within the cure period,and Lessee does not promptly commence Corpus Christi,Texas 78469-9277 Attention:Director of Engineering Services curing the default during the cure period and diligently prosecute the curing of the default to completion widthsa reasonable time after the end of the cure period)City maytenninatethis Lure, If to Lessee: Provided,however,that the City must give Lesseesecond a and Baal notice specifying the default Trinity Towers Limited Pertnenhip do Amexican Retirement Communities,L.P. with particularity and give 30 days to cure.If Lessee has neither cured nor commenced to cure(ay 1 l 1 Westwood Placa Sulk 402 &mtwood,Tennessee 37027 eel out in this Section)within 30 days of the City's second and final notice,Oren City Council may Attn:President end Garen!Counsel terminate this Lease at any time thereafter so long as a default continues. with a copy to: In the event oftermination,Lessee must remove the Skywaik In accordance with Section 4.J. Bass Berry&Sims PLC 2700 Plot American Center The feature of City or Lessee to insist an strict performance of my of the terms,covenants25th Floor , Nashville,Tennessee 37238 or conditions of this Leese in not a waiver of any right or remedy that City or Lemay have,end T.Andrew Smith ssee is not a waiver of the right to require strict performance of all the terms,covenants and conditionsPorter,Rogers.Dahlman&Gordon,P.C. BOON.Shoreline Blvd,suite 800 of the Lease thereafter,or a waiver of any remedy for the Corpus Christi Texas 78401 subsequent breach or default of any torn, Athu E.V.Bonner,Jr. covenant or condition of the Lease. MLD Texas That 12. NOTICES AND ADDRESSES, All notices,demands,requests or repliesprovided for 1280 Bison,Suite B9-203 Newport Beach,California 92660 or permitted by this Lease must be in writing and may be debated by any one of the following MtnCo-Trustees end Gomes(Counsel liv methods:(1)by personal delivery:(2)by deposit with the United States PostalService as certified O'Melvwy nit Myers,L.L.P. 610 Newport Center Drive,Suite 1700 or registered moil,return receipt requested,postage prepaid to the addresses stated below;(3)by Newport BeachCalifornia 92660 prepaid telegram,or(4)by depositAttn:Real Estate Department Chairmanprel with an overnight express delivery service at: Notice deposited with the United States Postal Service in the manner described above wlU be deemed effective 1 business day after deposit with the U.S.Postal Service. Notice by • AoalMraaowlQwgr. Page I1 of 16 Amaarraee�rYr..r•nre Page 12 of 16 ...... _..... • Christi minting to the use or obstruction damn;the granting ofpennits and any regulations telegram or overnight express delivery service will be deemed effective 1 business day after transmission to the telegraph company or overnight relating to the presentation of order sad movementoftraffic,or any other ordinances,express earner. ws0 O0R ordinance or regulations not set in the dinance ofwhkL this Leash is apart. Mika sent to City will be addressed to the attendee!of its City Manager unless some other provisions of this Lease requires a Cityofficer, D. Compliance with laws. Lammed app Federal,State,and particular notice to be sant to a different specified comply with all applicable In which cue the notice will be addressed to the attention df that officer, local laws,rule,and rading. s gnat apply to Lessee's use sod occupancy of the Promisee with Either patty's sddrass may be changed the Structures end Building. by a party giving notice to all other parties as to*MID provided above.Post Office receipt or return receipt Is conclusive pool'that ench notice was 15. C' AND SUBLEASING. j.rasee may ¢ a Le deliveed m duo course. ,a Delaware basiness.bunntfes*may q sublease this Lease to deMODIFICATIONS, NoTrinity Town Limited Partnership.All ether assignments end subleases must be approved by 13. changes or modifications to the Lease may be made,nor any ceovlsion waive!,unless investing signed by a person authorized to signthe City Cdxmeti,which consent will not be unreasonably withheld.Upon esalgenasn Lessee agreements on behalf ofeach party. may request the City torelates Lessee from anyðer liability under the Lease.City will grant 14. MISCELLANEOUS PROVISION& the release lithe assignee covenants tn assume all obligations and dudes of Lessee hereunder. A. Limitation of Leasehold.Citydoes not16. MEMORANDUM OF LEASE The City will execute and deliver to Lessee a dant vvauxaot its tide to the Premises.This Lease and the rights and privileges granted Lessee in and to the Premises are subject b ell form mum of randu Lease In recordable form.Lessee ahallpay costs of preparing and covenants, candidata,restrictions,and recordexceptions of or apparent.Nothing contained in this Lease may recording the Memorandum of Lease. be construed to imply the conveyance to Lessee of rl17. INTERPRETATION. This Lease met be interpreted ghts Ia the Promiaea that exceed those ownedsaodi ng to the Tema laws by City. which govem the interpretation of contracts Vanua los in Naas County,Texas,where this B. Binding Agreement.It is further mutually understood and agreed that the covenants end Lease was entered into and will be performed agreements contained in the Lease,to be perl6oned by the respective pada%siall be binding on the Toa headings contained herein are 6orconvmknce and'absence only and am not said Parties,and their tespective successors and assigns. Inlaalai to define or limit the scope deny provision. C. Other City Ordinances.This Lax end the ordinance aider which it is executed do not 18. ENTIRETY CLAUSEThis Laneand the erhlbits incorporated and attached operate to repeal,rescind,modity,or attend any ordinances °onetitute the entire agreement between the City and Leese for the use granted.AU other or resolutions of the City of Corpora rL AO°a°1°01sar"°'t' Page 13 of 16 j_ *NH Texas Properties Limited Parbenhlp51k"limited partnership !!aa/� ,union as ecet J11Page 14 of 16 I I I I�III,II,,�II'�� . ._ .I . I I,' agreements,promises and representations with respect thereto,unless contained to this Lease,are til 'III 0 H 30 60 00 �. ear revoked as it Is the intention of the provideGRAPHIC SCALE Patties to for.wmplate mtdaspudmg within / / 3t a f_...i. the provisions of this document,sod the exhibits incorporated and attached hereto,the terms, / / / $ IJ � / a conditions,promises,and covenants relatingto Lessee'st J commercial and esti!operations end the / rmcilamv Premises to be used In the conduct of said operations,The unenfoomability,Invalidity,or Wegality i•;,- o w ,-r of any provision of this Lease does not reader the other provisions unenforceable,invalid,or UkgaL 1 N ao•so'tr c Executed this day of ,19i�, PROPOSED num TONESa4ptawau a0 I� - Lenon. CITY OF CORPUS CHRISTI,TEXAS 'i :Ms; `- . ttIP By` ��� aY cruxtt .�iy/q,7 1 ° at°tr►+"° 0...„J3111 Hennings,City Manages5 4AT II /Ilsrt / `S - - ATTEST: SECRLTYfr "1. I i JAMES AAPMES L B ASID,.FOAL FORME �c.1996IMO I 1 ` ......... Pi, J�AMESR BRAY JR MY ATTORNEY 1 0 . Anaaado Chap.. t.1, y Ey tJ �tle,�tl�,cra b.)Aline 1 Among y Lanae: r k_ Trinity Towers Limited Partnership,through S ARC Christi,/ GeneralInc,General Partner 400I II By; I f I . E N ; a.n Tithe: £tJ ta +•�y ex,„,.-.-5 Z . MOMS ,..V .. AoaMw.009.tr.n.6. Page 15 of IS COOPER!.N.LET '. Exhibit A SP TRINITY TOWERS: ,t- - .aiwsmt<— — come aiRhbri,Tx ynaa..e "x"19 " mn et zailmeir G-L • . . . . .. • .. .... .. _ . .. . .- . . • • , . • • A . I • I I . ' I 1 1 piiiiiiiiamm-•a .... 1 4.......I . I Vd•OAT • 4111.? 13. i5 30 BO 90 :.• . , .... ..... , ........ .. GR c Ar3Ht SCALE . ...- ?Iiitil-ii,Lt WI . ...... . . . I i 1 1,1 . • ,•••• .. . • . _ Ilk ate ,..,• .ma,...„ . . •. \'f;'5104;iiiii:;/ 4 . T,....T. •—• - ,....,...--,.--omenew .7...,:ram - '..0 ' ...., •e.. , ..raws:iir. ..4.,. , ,. • ! :;a! 4. Ira r. #an a. '''' '''. . ' maaa..a; ..a.maaaram.aroma•IMOMMElea 4,00••••=•• . z... 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'Ir.g IMIMI=11”.--,..I••••••••••.,....MR•MMMM MEMIMOI•MEMII °A..All!..''-'--. . .• .. .. ...•• . ....... ,-.,............... ..,.... ,.......I.Main••••••••••••=•• ,•,=,. . ., Vt-• 11;''- _______ ...._ , .............. .......•,i.A.M.= I',M....J...1......•,._.,,_,..,.._...,, ,,•:1••••••••••••••••...., ......... . •••••• 'r.-'7. 1 _ _._-,- ,=MIMI=mil=...M.•••••{•+S:47 .',...,,...,,,,.., . ....•...,*_,=,..a am• 1•• , ....•.• . ___ • — —._••• • —.--...---, ......--__ . ••••••-: ,...- -----...___ ,..,, , ,......../......... ..-..M...=........ ...... e... % 3••••••••••••••••••,,..• .• EINIIM•Mamm• ..••• 1•1•11•m11•11=••••• ••••M•••••••••••• •ImLiaan•-•-.. ..... .....•...wow••••••••••7•1••••,41••••••••••••••=...... • •••••. .• .......• . .,.mom..•••,,,•, ,....... , . . •••,•••• ....am.••• • . = • . •• •• 11:1gr 11 •\•M-•-••-illiiiii•ii''.'-1"''°C11IIlk I \ Lae move I:a 1Ig 1 0 z a 40 • ,..-- •rt Exhibit A-1. i 1.11 I I I itak,LI—...srli • loln: .. • CliliSP . cEsp TRINITY TOWERS isininwsnale— TRINIT'r TOWERS 7= Exhibit D BRE,- 4 CORPUS CHRISTI,Tx aitaDa•lif a (I= • E:t =wiz culvert,roc -- MR Mara NIA . AN 1110.Orme Oa Ill Nyhodle.Si S11171n4 StECTICN THP1.1 RC/ADWAT C-C4 -'7,--M • ., .. . . . . „ . - - • ... • I . • ,. ., .. . . • .: • .. . -..._mATEHuNE„ 1 I 1 i : ...., iiiiii 1 L.... P • H ..., ,........4..---17-....- 17— - I..--7.•-•-"1" • i -,:rf .. ..,.. .0. -zi:, 1 1 ,,,,. 1 ,1,,,37:1"119 1,-.1 ..,1iii 111, , (- ....,,._..._..z: ... . _ AL. .,....1 . . , . . 1 . ./. ;1l'itZli * .--- i .. i 11 M ILIIII k . .1 \--- 6.-- (........\_- :II • , I !II! 111111. V...../- . ._ I . II 'MI ' 1 ri ;Nis el c„ • — :. .1._ 1111!rr __ 11-1, •ii o .2I I --- 9 T Crt I !Tip 0 0 ii.e pH - , . 9- o 5 i ,,:g \ i, E IN ::I I hi ii • 2 • - c QV-.- -- -i- -s- l' ---I" ! - • c)c , ,,„ , ..1.1 ii 111 Iiiiml! ,'-.11--1,t.iT' pL,NI-O3 at --:,ll 717-1 71-11.7111:1:121:1;Ai a i :: mill' TrIr-211.71111;11 I 1 1 . '-' " '" - -"fill' 1111-j: l'r ill;1""Zgr-1- . [ 11' 1-1S-11. -..1 1 II 1;1.1:11,1 iil:1 11 'Z `...' :.. ,.... 1 1 • ' 1 .___._.1.1 .-. . . it 1 I 1— g miii , ; ,..,1 --' ' riiii ilia I 0- ---4------ ; —.14,4•L Cr. .. I 111.1".1i1 ! qz 6A I" , 0... WOLK 4A 4 ... ;11 1, ._... 1111 i il >Iry i i i-z- I I ... .9-41 1 . -11 I i i I WU 1 I i 1 i I ' I i 1111 Ili I i I giki --16 i oirz • 5 5 i I lu - 5 1 5 I g i 1 i I , IN 11,6 t: 11 gebi 4D bi ki, i ti ki 1,1 gml 1 1 m ,,e+ 51 ffiti 5=4 IA mg .4.' -.4. . .o-az .40.44.4 4.4.214..„..4..0a.4. .4. ..,,oz 1121NEMI C. SF TRINITY TOWERS 1.1111111•1 CP TRINITY TOUJER5 Immo CM :1 COIRRIS CAP.I.STI.TX ligigglir Exhibit II-1 C I.a earth*t a,torli4 commis CAPVISTI,TX EIC Exhibit 8-2 grA.'KA iTiret ELEcATlal AWNG CARANCANUA a .1.'!.tnt`P.P7-1.1,17. en emr•trinkt Ai',Ir.,AMPANIth1.111A --- -- -— - -- . .. .. . .'-------i 91111111..11-Milli 1 • - ...,_ /N • I /"..../N73;422312"E I 0 Lil 11111,11 rm 1 Ni1031.7ades k, IV i'll[i'q V 9.9 ,3302 .;•,• . 1.1!, 0 10 20 C37 0 10 20 GRAPHIC SCALE 40 50 fl SCALE 40 60 . ,,.....____,, a - t 0-.5 •••--....... --' II. \ . il•a -_--, • • SD I ••••••'-'- I 1 IC If " . .- rilir I-1.! VIA- - • . -• --- .-ri °'V•10.di.--4% .."1‘-%\\4 '\II'faitilki 11 I It.jibi,"ICE- •k.,4,,,\,..? y \\..\' •:',.f...!\74 h. 11„ f ' 1 i •4 1 - 4\'A4'2 II .... 2957 .45 in '' 1'..• ,-,-.- 4111111:—.4:4 '---- I 11114- ----• kl Pi • '-r--14- . _,v7ii ....a, \IF*1 E -"rri. • .9: "i 1 '. \'.\441 i• 2 Lli i 1 -Ix ..., 11 - \ - - II NOr 00'3. E 1 9.59' ii I , 10.075. UPECORNICE°F MOVE i ' /4646.28";"E • / -; 1 - ' •P • 9,735. •••• tilho ,... t 9.48 kar 'L2 • . D 00 ',., • i air._ r C..) . , 7.5r • ..•owoO0W 4 01/4 At), 4 c • 10.045156 00 -1 4 13,26' at -..401 ii 1 • 9,7211. 10 i ,047,2572 111 ...),1, )C23 r4 - •V 0.3 IF I .,..•-• • i . 7 9.6469 r ' I \. 260 .} ( ' N str 5835"W 87 II - b r: X' ..... 2.43' i ..." , I/ -... , C25 0) ••• § 3.1 ID 032.8391 -.: • IN 3,7 .453 A N 10,047.! 1 E9,764.8 7"... N in nin L491 ... .4,..............1.. .,, ............ ....... . COOPERS ALLEY • 1CtS. 131 9.995.6633 N 1. ..'... 1001MS 0-4 • COOPER'S ALCEY Ilit .....0.0.6.- C' TRINITY TOWERS ause._sionen . it==n-r,r--•::11 TRINITY TOWERS "Ii." CAMPUS CH1080.TX 1030311S:0•3 crMiiliED =RPM CHIMER,TX anseraw tar MO SPIA M..Ma. IMEIN mamma seer SW-104 gaMe.rrilltillt ?ALMS/3•11.1441 AERIAL EAGIRIENT•=mice IINIfir-- ill 114.14114/1/11 lat EINSEVACRAT ,7-1..'... . ....1.411/14,41.1• ALONE TANCAWLIA EINEM' rommogr-- - - - -_ _ ATTActban•f B 7i -ANCAMJA STRI`T It IA _y,p +,.*a,M - i8 ••.mo'aot Tze• s L LESSEF•C i.rAAtr.TTYTNsTmANCE .`� �..1 \ t't t+ Ln '� _ A. The Lessee must not commence work under this am1t until he/she his obtained all insurance u + • t , ad I0 required herein and such insurance has been approved by the City.Nor may the Lessee allow any '• '• 0 11 i subcontractor to work mail all and*insurance ,t obtained. required of the subcontractor Mabee so 1 B. The Lessee must Stndeh to the CI s Risk Manager2 ropier of CertiBoaty of Insurance,with the `, e► y�``` Citygnnaam�ed u an addkit stl insured for as lability policies,and o btmdmt waiver of subrogation on all \ ~p 4 #" , 1 t' apM�+�policiesB the Mowing'minimum \�}� 11�)t5u ,-",::::•'`T' A 'k, rp3 to the City's Risk Manager. B coverage by an insurance company(s)acceptable t t 1f Lt--- y ' .,. TYPE OP87'sOBANCE MIND ell 1N311YAttCE COVERAGE. it It JJ 5i` "\ — 't ,. i u 1� ? • SO_Dq HmtksarCm1a16tlm remind esraefinetu Bada)ayaq�P�reP7nmcP C\ t II t i' p' Ceamadd Ommd LhhEity 51,000.000 COMBINED SINGLE LSAT t + Commmalil ,� I. Pttmm_ Fan pengium u !! .�E •.,. .3 3. Epstein and Collmm Rand 1 + I , •.al 4. . 1lmderpaerdBmld ij ,. ..‘.2._+ + I jill 6. cCssawPiadmerom.om.tt o Hazard ' srwemt �' I + — 7. &mei Pea ropay� rmom •l 8. iodepmdmrCminemn '.� i) worw.., • slvvaos� lopes 9. Parma �r1r 'o: 1 wax GMMIt:NUA S7RtS=T,�_ j � UTO L BILITY_OWNFD NON-OWNED s1A0l1.ap0 CO1.1HE ED SINGLE Law 1r. 4 WHICH COMPLIES WITH THE TEXAS WORKERS' 1 ' t WORXERS•COAPENSATION COMPENSATION ACT AND PARAORAPHIIOFTFOS x =MT ,33 ;.. } i,ial EMPLOYERS'LIABILITY $100,000 "•IC W ..00.-/=;:a.., E f'Ole iii ExcE341rABn17Y s1,00S1,000,100 co►dBEJED stxOLE LB=let 1 E till I C. In the event of academe of any kind,the Lessee must f noish the Rick Manager with copies of all ; i4 1 I I . qy9s mons Match!oxidate oath's same time that ala reports are forwarded to any other interested parties. 11 1 .. •1 Exhibit C 2 IL ,%DDMONAT.Rent meFreljt4TR Exhibit Sublease A. The Lessee must obtain workers'compensation overage through a licensed insurance company or than*sel basso roe obtained to accordance with Toros law. Vouch ovempe is obtained through (sae attached) than* a licensed contlrsy,the=trait for coverage rust be written on a policy and endorsements approved by the Taos Department oflosurance. If such coverage is provided through selitlesunmee,then within 10 calendar days after the date the Contract Admldmstor requite that the Levee sign the contract doameoti,the Lessee must provide the Rhk Meaager with a copy of its certificate of authorily to self-insure its workers'compensation coverage,as well m a biter elped by the Lessee stating that thee man of authority to self-Wore remain'in effect end Is not subject to any revocation proceeding clue pending bion the Texas Workers'Compensation Comoidao.Further,if at any time bdore final acceptance of the Wort by the City,suck certificate oft d crity to seif insure is invoked or is made the subject of any proceeding • which could react in revocation arta certificate,Oen the Lasa emit humedietely Provide written notice of such lams to the City,by certified mag,renun receipt requested directed to City of Corpus Christi,Engineering Department,P.O.Box 9277,Corpus Christi,TX 78469-9277-Attention: Contractor Administrator. Whether workers'composition coverage Is provided through a licensed Insurance company or through sdfanaurenoe,the coverage provided must be in an amours udders to assure that all workers'composition obligations Pruned by the Lessee will be promptly met. B. Certificate of Lrunme: • The City of Carpus Chrbii mut be named as a additleal Insured on the liability coverage, exact for the Workers'Compensation coverage and a blanket waiver of subrogation on all applicable policies. • Ifyotr insurance company ma the standard ACORD Om,the cancellation damp(bottom right)mart be amended by adding the wording"changed of between"be"and"canceled", and deleting the words,"endeavor to",end deleting the wording after"left". * The name of the project must be listed under"Description of Operations" • At a minimum a 30-day written notice of change or ancellatbu is required. C. If the Certificate of Insurance on its ase does not show on its face the existence of tiro coverage required by Ions LB(1)-(8),an authorized representative of the'asurance company amt include a letter specifically stating whether items 1.B.(1X8)are included or excluded, CL A completed Disclosure of[stereo must be submitted with your proposal. Revised August,1996 TAO/lawn it rat. 114.96 rpILkUaw SUBLEASg 1 the Prime Lease shall be applicable to this Sublease with the same force and effect as if Sublessor were the lessor under the Prime Lease and Sublessee were the lessee thereunder,and [Trinity Towers—Skyway Lease] in ease of any breach hereof by Sublessee,Sublessor shall have all the rights against Sublessee as would be available to the lessor against the lessee under the Prime Lease if such breach were by THIS SUBLEASE("Sublease")is made as of .2015, by and between the lessee thereunder. TRINITY TOWERS LIMITED PARTNERSHIP,a Tennessee limited partnership("Sublessee"), 4. Notwithstanding anything herein contained,the only services or rights to which and BKD SHORELINE,LLC,a Delaware limited liability company("Sublessor"). Sublessee is entitled hereunder arc those to which Sublessor is entitled under the Prime Lease, WITNESSETH: and Sublessee shall look solely to the lessor under the Prime Lease for such services and rights. As long as Sublessee is not in default hereunder,Sublessor hereby designates Sublessee as its WHEREAS,pursuant to that certain Skyway and Improvement Lease dated January 14, agent and attorney-in-fact to exercise all rights, including without limitation, any rights to 1997,by and between the CITY OF CORPUS CHRISTI,as Iessor(the"City"),and Sublessee, enforce any remedies that may be available to Sublessor as lessee under the Prime Lease. as lessee(the"Prime Lease"),a memorandum of which is of record In County Clerk's File No. 1997015846 of the Official Public Records of Nueces County,Texas,the City leased certain 5. Sublessee shall neither do nor permit anything to be done that would cause the and Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture property(the"Leased Property")to Subleases,as mote particularly described therein; reserved or vested in the City under the Prime Lease. WHEREAS,pursuant to that certain Assignment and Assumption Agreement dated June 13, 1997, by and between Sublessee and NH Texas Properties Limited Partnership("NH Lenses 6. Sublessee represents that it has read and is familiar with the terms of the Prime Texas"), of record in County Clerk's File No. 1998017796 of said Public Records, all of Sublessee's rights and obligations as lessee under the Prime Lease were assigned to,and assumed by,NH Texas;and 7. This Sublease may not be changed or terminated orally or in any manner other than by an agreement in writing and signed by the party against whom enforcement of the WHEREAS,pursuant to that certain Assignment and Assumption Agreement of Skywalk change or termination is sought. and Improvement Lease dated as of February 12,2015,by and between Sublessor and NH 8. Any notice or demand which either party may or must give to the other hereunder Texas,of record in County Clerk's File No, of said Public Records,all of NH Texas'rights and obligations as lessee under the Prime Lease were assigned to,and assumed by shall be in writing and delivered personally or sent by registered mail addressed if to the Sublessor,and Sublessee,as follows: WHEREAS,the parties hereto have agreed that Sublessor shall sublet the entirety of the Trinity Towers Limited Partnership Leased Property to Sublessee pursuant to the terms and provisions of this Sublease, do Brookdale Senior Living Inc. 111 Westwood Place NOW,THEREFORE,the parties hereto hereby covenant and agree as follows: Suite 400 1. Sublessor hereby subleases to Sublessee,and Sublessee hereby subleases from BrentwoodaTl3u0se Attn: Gete Sublessor,the Leased Property for the remaining term of the Prime Lease,at the same rental rl Counsel described in the Prime Lease. Sublessee shall pay the rent provided for under the Prime Lease at and,if to Sublessor,as follows: the times and places set forth in the Prime Lease. Such payments shall be made directly to the City for the benefit of the Sublessor, At Sublessor's request,Sublessee shall furnish Sublessor BKD Shoreline,LLC with evidence that any particular payment has been made within five(5)days after making said do Brookdale Senior Living Inc. payment or receiving the request,whichever is later. i l I Westwood Place Suite 400 2. If Sublessor shall be charged for additions]rent or other sums pursuant to the Brentwood,TN 37027 provisions of the Prime Lease,Sublessee shall be liable for such additional rent or sums, Any Alto:Executive Vice President,Finance additional rent or other sums will be payable by Sublessee in the same manner or subject to the same stipulations as rent itself. Either party may,by notice in writing,direct that future notices or demands be sent to a difkrent address. 3. This Sublease is subject and subordinate to the Prime Lease. Except es may be inconsistent with the specific terms hereof,all the terms,covenants,and conditions contained in 116611332 9. The covenants and agr efnents herein contained shall bind and inure to the benefit I of Sublessor,Sublessee,and their respective successors and assigns. STATE OF TENNESSEE ) IN WITNESS WHEREOF,the parties hereto have caused this instrument to be executed COUNTY OF DAVIDSON ) on or as of the date first above written. Personally appeared before me,the undersigned,a Notary Public, SUBLESSEE: with whom I am personally acquainted,and who acknowledged that he executed the within instrument for the purposes therein contained,and who further acknowledged that be is the TRINITY TOWERS LIMITED Executive Vice President of ARC Corpus Christi,Inc.,a corporation that is the general partner of PARTNERSHIP,a Tennessee limited Trinity Towers Limited Partnership,a limited partnership,and is authorized by the corporation, partnership the corporation being authorized by the limited partnership,to execute this instrument on behalf of the corporation in Its capacity as general partner of the limitedartnershi By: ARC Corpus Christi,Inc.,a Tennesseep p' corporationits general Pyr WITNESS my hand,at office,this_day of ,2015 By: Name: Notary Public Title: My Commission Expires: STATE OF TENNESSEE ) COUNTY OF DAVIDSON ) SUBLESSOR: Personally appeared before me,the undersigned,a Notary Public, BKD SHORELINE,LLC,a Delaware limited with whom I am personally acquainted,and who acknowledged that ho executed the within liability company instrument for the purposes therein contained,and who further acknowledged that he is the Executive Vice President of BKD Shoreline,LLC,a limited liability company,and is authorized By: to execute this instrument on its behalf. Name: Title: WITNESS my hand,at office,this_day of 2015 Notary Public My Commission Expires: 3 4 Exhibit 3 ContactInformatio@ If to Lessee: BKD Shoreline, LLC cis Brookdale Senior Living Inc. 111 Westwood Placa, Suite 400 Brentwood, TN 37027 Attention: General Counsel with a copy to: Rogers & Hardin LLP 2700 International Tower 229 Peachtree Street NE Atlanta, GA 30303 Attention: Carolyn B. Dobbins