HomeMy WebLinkAboutC2016-086 - 4/12/2016 - Approved SECOND AMENDMENT TO LEASE
BETWEEN THE
CITY OF CORPUS CHRISTI
AND
ATLANTIC AVIATION
STATE OF TEXAS §
§
COUNTY OF NUECES §
THIS second amendment("Second Amendment")to the Corpus Christi International
Airport Amended and Restated Hangar and Fixed Base Operator's Lease("Lease")is entered
into by and between the City of Corpus Christi("Lessor"or"City"), Mercury Air Center—Corpus
Christi, Inc.,dba Atlantic Aviation("Lessee"),and Atlantic Aviation FBO Holdings, LLC
("Atlantic"), as guarantor of the Lease.
WHEREAS, Lessee desires to demolish certain improvements at and on the Leased
Premises and construct new replacement improvements and also to reconstruct and renovate
other improvements,with a total investment of$3,300,000 in capital improvement funding,as
consideration provided to exercise three optional five-year lease periods,for a 15-year extension
of the term of the Lease,with all improvements to be completed in accordance with the require-
ments of the Lease,Addendum No. 1 (the"First Amendment"),and this Second Amendment;
and
WHEREAS,subject to the terms and conditions set forth in the Lease,the First Amend-
ment,and this Second Amendment,coupled with Lessee's full and faithful compliance with the
foregoing instruments and Lessee's completion of all improvements as described and set out In
this Second Amendment, Lessor is willing to extend the term of the Lease for an additional 15-
year period.
NOW,THEREFORE, in consideration of the foregoing and the mutual covenants made
between the parties as stated in this Second Amendment and for other good and valuable
consideration,the receipt and sufficiency of which is hereby acknowledged,the parties to this
Second Amendment agree to execute this instrument and proceed subject to the following terms,
conditions and covenants:
1. Incorporation of Preamble. The preamble provisions set out above in this Second Amend-
ment are incorporated by reference into the body of this document and constitute additional
provisions under the Lease and First Amendment.
2. Effective Date. This Second Amendment takes effect on the 615'day following final
approval by the City Council and publication in the official newspaper of the City,as required by
the City Charter.
3. Effect of Second Amendment. This Second Amendment supplements and expands the
provisions of the Lease and First Amendment between the Lessor and Lessee and the duties
and responsibilities undertaken by the parties. The parties acknowledge and agree that all
terms,conditions,and covenants of the Lease and First Amendment not changed by execution
of this Second Amendment continue in full force and effect. The parties further agree that any
ambiguities or conflicts between or among the documents may not be construed against the
2016-086
4/12/16
Ord. 030809
Atlantic Aviation
INDEXED
drafter. In the event of a conflict between or among the documents addressing the same
matter,the parties agree that the more stringent provision controls. For purposes of this
Second Amendment,the parties agree that the specific language included in this document
modifies the terms and conditions of the Lease and First Amendment as necessary and desired
to effectuate the purposes and plans of the parties.
4. Definitions;Usage. All words and phrases not defined in this Second Amendment or
modified herein retain the definitions contained in the Lease and First Amendment For brevity
in this document, any reference to the Lease is deemed to collectively include the First Amend-
ment,this Second Amendment,and all exhibits and documents attached to, referenced,or
incorporated by reference into those instruments and which are the subjects of the lease
relationship between the parties.
5. Capital improvement Plan Provisions.
A. The preliminary Capital Improvement Plan of Lessee is attached to this Second Amendment
as Exhibit A,which exhibit is incorporated by reference into this document. As of the Effective
Date of this Second Amendment,the Capital Improvements to be completed by Lessee are
comprised of the following: (i)demolition and construction of a new two-story terminal/office
building of approximately 6,979 square feet,replacing the building currently identified as'WGA
of 1"in the Lease;(ii)full renovation and remodeling of the offices identified as"WGA of 2"and
build-out of a new second-story storage area inside WGA of 2;(iii)renovations to hangar#1
identified as"WGA-H1";(iv)renovations to hangar#2 identified as'WGA-H2";(v)renovations to
hangar#3 identified as"WGA-H3";(vi)partial renovation of approximately 6,890 square feet to
the concrete apron;and(vii)full renovation of the parking lot areas of the Leased Premises
totaling 44,141 square feet
B. The Lessor, by execution of this Second Amendment,consents to the destruction of the
building identified as'WGA of 1"above upon Commencement of Construction in consideration
of Lessee's promise to undertake,fund,construct, and complete a new two-story terminal/office
building in its place. Additionally, Lessor consents to Lessee's renovating of the interior of the
intermediate offices inside WGA-H2 in order to fully complete the interior renovations and build
out a new second-story storage area above the offices.
C. The Capital Improvements required to be constructed by Lessee must be developed and
constructed in accordance with and subject to all of the terms,conditions,and covenants of the
Lease.
D. Prepared Plans and Specifications. Prior to constructing the Capital Improvements,
Lessee shall cause to be prepared,by competent and licensed architects and engineers,
complete plans and specifications for such Capital Improvements. Such plans and
specifications must be submitted to the Director for approval,which approval shall not be
unreasonably withheld. Lessee may not make any substantial changes or alterations to the
plans and specifications following the Director's initial approval unless further written approval of
the Director is sought and obtained;provided, however,such further written approval is not
required with respect to any changes or alterations made to the plans and specifications at the
request of the City's Development Services Department so long as such changes or alterations
comply with all municipal fire, building and other applicable city, state and federal laws, rules,
regulations and code requirements, Including any landscaping or design requirements of the
Airport and the terms and provisions Of any required building permits(collectively,"Building
Regulations"). All plans and specifications must include the budget details associated with each
proposed Capital Improvement
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•
E. Final Construction Budget Information. Not later than 45 days prior to Commencement
of Construction, Lessee shall provide to Lessor a detailed budget for the construction and
renovation of the planned Capital improvements,and Lessor shall have 10 working days in
which to provide any comments it may have with respect to any matters contained in such
budget. Lessee's budget must contain and reflect all costs and expenses to be Included In
connection with the development of any necessary infrastructure and construction of the Capital
Improvements. If Lessor provides comments to the budget, Lessor and Lessee shall work
together in good faith to address any comments that Lessor may have with respect to the
construction budget.
F. Construction Contracts. After Lessor's final approval of the plans and specifications for
the Capital Improvements, Lessee shall enter into a construction contract with a reputable,
licensed contractor and will cause all such work reflected by such plans and specifications to be
performed by the contractor.
G. Bonding. Prior to the Commencement of Construction, Lessee shall provide Lessor with a
performance bond In an amount sufficient to fully fund the value of the construction of the
Capital improvements,in accordance with the Lease. Lessee shall also provide a payment
bond in an amount sufficient to ensure that all workmen receive full payment for all materials
and labor provided in constructing and completing the Capital Improvements.
H. Indemnification of Lessor during Construction. Lessee must include in all contracts
entered into for the construction and renovation of the Capital Improvements a provision
requiring the contractor to indemnify, hold harmless, defend,and insure the parties to the
Lease, including their respective officers,employees,and agents,against the risk of legal
liability for death, injury or damage to persons or property,direct or consequential, arising or
alleged to arise out of,or in connection with,the performance of any or all of the construction
work,whether the claims and demands made are just or unjust, unless same are caused by the
gross negligence or willful act of one of the parties to the Lease or their respective officers,
employees,or agents. Lessee must also require the contractor to include a provision in each
subcontract entered into between the contractor and any subcontractor for the construction or
renovation of the Capital improvements the same provision required in this paragraph(of the
contractor)for indemnification of the parties to the Lease.
I. Construction Insurance. Lessee shall not begin Commencement of Construction until all
insurance required by Exhibit B to this Second Amendment has been obtained by Lessee and
approved by Lessor's Risk Manager. Exhibit B is attached to this Second Amendment,the
terms and conditions of such exhibit being incorporated by reference into this document as if
fully set out here in their entirety. From the date immediately prior to Commencement of
Construction and continuing until completion of the Capital Improvements by Lessee and
issuance of a certificate of occupancy("CO")by Lessor, Lessee must ensure that the require-
ments of Exhibit B are met and remain in full force and effect. Following completion of the
Capital Improvements and issuance of the CO by Lessor,the insurance requirements of the
original Lease executed in 2013 control for the remainder of the Lease term,unless otherwise
modified or amended as set out in the Lease. Lessee shall require the contractor to furnish
proof of insurance with the same types of coverage and limits as is required of Lessee pursuant
to this Second Amendment.
J. Compliance with Building Regulations. All plans and specifications for the Capital
Improvements,and all renovations, remodeling,refurbishing,and construction upon the Leased
Premises, must comply with all applicable Building Regulations, unless otherwise exempt. The
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plans and specifications are subject to final submission and permit review by Lessor,in the
ordinary course of Lessors governmental business processes. Lessee will coordinate design
and construction with Lessor's applicable departments and divisions including, but not limited to,
the Aviation Department and the Development Services Department.
K. Change Orders. The Director of Aviation will promptly review all design-related change
orders submitted by Lessee through completion of the Capital Improvements.
L. First-Class Quality. All construction, including workmanship and materials, must be of first-
class quality. For the purposes of this Second Amendment,the term "first-class quality"means
of the same quality as materials used to construct,renovate,and rehabilitate other buildings,
parking lots,and concrete aprons used for the same or similar purposes already constructed on
the Airport.
M. Temporary License Granted. In order to undertake construction and renovation of the
Capital improvements,a temporary license is granted to Lessee by the City on a small parcel of
land adjacent to the Leased Premises for Lessee's use in positioning and utilizing a temporary
modular building for Lessee's continued operations. The licensed area("Ucense Area")is set
out In a separate subagreement attached as Exhibit C,the terms and conditions of such exhibit
being incorporated by reference into this document as if fully set out here in their entirety. For
the purposes of the Lease,the Minimum Standards to which the Lessee must adhere,and the
rules, regulations,directives, and policies applicable to tenants of the Airport,the License Area
is deemed to be real property occupied and under the control of Lessee to the same extent as if
the area were the subject of a formal short-term lease between the parties during the pendency
of construction of the Capital Improvements and continuing until all buildings and personal
property of the Lessee have been removed,the License Area is restored by Lessee to Lessor's
reasonable satisfaction,and the License Area returned to Lessor's control, such return to be
documented in writing by the parties. Upon a return of the Ucense Area to Lessor at set out in
this paragraph,the temporary license agreement between the parties terminates without further
action required by either party.
N. Good Order. During construction, Lessee shall be responsible for causing the Leased
Premises and License Area to be kept in good order and condition in accordance with com-
mercially reasonable standards. Lessee shall coordinate all construction traffic within the
Airport boundaries with the Director so as to not inhibit regular Airport vehicular traffic and to
keep roadways safe and clean. All construction parking and staging will occur on the Leased
Premises unless agreed to in advance by the Director in writing. Lessee will also coordinate
with Lessor and the FAA any construction activities that are reasonably anticipated to affect the
operations of the Airport. Lessee is solely responsible for notifying and coordinating all
temporary relocations of Lessee's employees, sublessees,occupants, and guests made
necessary or as are required during the pendency of any construction work.
O. Inspections. During the progress of all work,the Director or another authorized represen-
tative of Lessor may enter upon the Leased Premises and License Area and make such
inspections as may be reasonably necessary for the purpose of satisfying Lessor that the work
or construction is being performed in accordance with the terms and provisions of the Lease
and Building Regulations,provided however,that Lessor shall not unreasonably interfere with
the progress of such work.
P. Utilities. Lessee shall be responsible for arranging and paying for,at its sole cost,all utility
connections necessary for utilizing the Leased Premises,the License Area,and all temporary
buildings,and all utilities required under the plans and specifications for the Capital Improve-
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ments; provided, however, Lessor shall assist and reasonably cooperate with Lessee,at no cost
to Lessor, in making available to the Leased Premises'property line the existing utility infra-
structure, it being understood and agreed that Lessee shall accept the existing utility infrastruc-
ture in their currently existing locations on an"AS IS","WHERE IS"basis,with no obligation on
the part of Lessor to provide or construct any utilities needed for the Improvements.
Q. Taxes and Licenses. During the construction of the Capital Improvements, Lessee must
cause to be paid, prior to delinquency,any and all taxes of whatever character, including ad
valorem and intangible taxes, if applicable,that may be levied or charged upon the Leased
Premises,the Capital Improvements, License Area,or any operations thereon. Lessee shall
cause to be paid any and all sales taxes arising in connection with the occupancy or use of the
Leased Premises and License Area whether the taxes are assessed against the Lessee or any
sublessee. Lessee must obtain and pay for all licenses or permits necessary or required by law
for the construction of the Capital Improvements and must require any sublessee to obtain and
pay for all licenses and permits necessary or required by law for the installation of equipment
and furnishings,and any other licenses necessary for the conduct of its operations. If Lessee or
any sublessee wishes to contest any tax or charge,such contest will not be a default under the
Lease,so long as Lessee or such sublessee diligently prosecutes the contest to conclusion and
promptly pays whatever tax is ultimately owed. Further, Lessee shall cause any taxes not being
contested to be paid prior to delinquency.
R. Aviation-Related Infrastructure.The parties agree that Lessee shall construct and install
any required infrastructure improvements or enhancements necessary or desirable for the
intended operation of the Capital Improvements as part of construction,such construction to be
in accordance with the plans and specifications approved by the parties.
S. Improved Access. Lessor agrees to cooperate with Lessee with respect to any roadway or
access improvements required to enhance passenger vehicle traffic to the Leased Premises,
provided however,that the costs of any necessary modifications shall be the sole responsibility
of Lessee.
T. Liens. Lessee intends to self-finance the construction and renovation costs of the Capital
Improvements. In the event Lessee decides otherwise, Lessee shall be responsible for
securing any construction financing required. The terms and conditions of the construction
financing are subject to the sole discretion of Lessee, and Lessee agrees that it shall not allow
any lien to attach to the Leased Premises or Lessee's leasehold interest,except as expressly
permitted in the Lease or approved in writing by Lessor. Notwithstanding any such express
provision or approval, Lessor's fee simple interest in the surface estate burdened by Lessee's
leasehold estate and rent received from sublessees and managed areas, if any,must in all
events be exempt from any such lien.
U. Submission of Certificate of Occupancy. Upon completion of the construction and
renovation of all Capital Improvements and prior to the physical occupancy of the buildings by
Lessee or any of Lessee's sublessees, Lessee shall provide a copy of the issued CO to the
Director.
V. As-Built Plans. Upon final completion and acceptance by the Lessor and Lessee of the
Capital Improvements, Lessee and Lessee's architect shall(I)certify to the Director that the
Capital Improvements were completed according to the approved final plans and specifications
and in compliance with all applicable Building Regulations and(II)provide two sets of Mylar"as-
' built"plans and one electronic copy of the record construction documents to the Director,who
will keep one set of plans on file at the Director's office in the Airport terminal and will provide
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the other set to the City Secretary or Engineering Department,as applicable. Lessee must keep
said delivered documents current during the pendency of the remaining Lease term by providing
to the Director two new sets of Mylar"as-built"plans and one new electronic copy of all record
construction documents in the event any alteration,modification,or addition in excess of
$10,000 is made to the Capital Improvements and completed during the Lease term. The final
square footage of the Capital Improvements shown in the"as-built"plans delivered by Lessee
will serve as the new square footage figure used to calculate the lease rates applicable to the
Capital Improvements.
W. Ownership of improvements. Upon completion of the Capital Improvements and
acceptance by the City,ownership of the leasehold Capital Improvements constructed pursuant
to this Second Amendment vests with Lessee,free and clear of all liens and other encum-
brances or adverse interests on the real property,exclusive of Lessee's and Its sublessees'
removable fixtures,until the expiration of the Lease term on January 19,2034,at which time
ownership of all Capital Improvements constructed by Lessee vests with the City in accordance
with the terms of the Lease.
6. Extended Lease Term.
A. In exchange for Lessee's promises to fully fund, construct,and faithfully complete the in-
tended Capital Improvements valued at$3,300,000 as set out in this Second Amendment,
Lessee shall be granted an additional 15 years to the term of the Lease. Completion of the
Capital Improvements is currently anticipated to occur by the end of April, 2017. Unless earlier
terminated in accordance with the terms and conditions of the Lease,the parties intend and
agree that each shall have vested rights as of the Effective Date of this Second Amendment
and, accordingly, each agrees that the extended Lease term shall be fully binding upon the
parties and shall be in full force and effect from and after the Effective Date,subject to Lessee's
promised completion and Lessor's intended acceptance of the Capital Improvements. Once all
Capital Improvements have been completed and accepted as contemplated by this Second
Amendment,the new expiration date of Lessee's Lease term with the addition of the three five-
year Option periods is anticipated to be January 19,2034.
B. The extended Lease term period is subject to all of the terms,conditions,and covenants of
the Lease, First Amendment, and this Second Amendment,and all such provisions of the
instruments shall continue in full force and effect between the parties. If Lessee fails to timely
renew the one remaining five-year Option renewal period provided under the Lease,with such
exercise by Lessee remaining conditioned upon an additional$1,100,000 investment,then all
options with regard to any possible subsequent extension or renewal shall expire and be null
and void.
7. Rent during Construction.
A. Commencing on the Effective Date of this Second Amendment, Lessee shall continue to
pay Lessor the same Premises Rent rates previously agreed to by the parties.
B. Terminal Land Rent Rate. Upon Commencement of Construction, Lessee shall continue
to pay to Lessor the existing rate for the terminal/office building identified as"WGA of 1"until
such time as major demolition of the building commences. "Major demolition"means
destruction that renders the terminal building unusable for Lessee's operation, such as by
removal of the roof or exterior walls. The Director,in his sole discretion,shall determine when
the building Is deemed unusable. Once deemed unusable,the Director shall provide written
notice to the Lessee. On the date following written notice to the Lessee that the terminal
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building has been deemed unusable, Lessee shall be assessed the prevailing aeronautical
improved land annual market rate of$0.30 per square foot,on a continuing monthly basis,on
the portion of the Leased Premises to be occupied by the future terminal building,such square
foot portion currently anticipated to be approximately 3,444 square feet. This revised annual
market rate for the terminal land will remain in effect until a CO has been issued for the newly
constructed terminal building.
C. License Area Rent Rate. Upon Commencement of Construction, Lessee intends to
occupy the License Area on a temporary basis for use with portable buildings. On the date
Lessee places any portable building or Lessee's personal property upon or at the License Area,
Lessee shall be assessed the prevailing aeronautical improved land annual market rate of$0.30
per square foot,on a continuing monthly basis,for the License Area, such area currently
anticipated to be approximately 4,020 square feet. This annual market rate for the License Area
will remain in effect until all temporary buildings and personal property have been removed by
Lessee and the License Area subagreement is terminated,as set out in this Second
Amendment.
8. By execution of this Second Amendment, Lessee undertakes to invest not less than
$3,300,000 in order to exercise three five-year Options pursuant to the Lease and to construct
and renovate the Leased Premises as set out in this instrument. In the event Lessee deems it
necessary to expend more than the minimum investment in this paragraph, Lessee
acknowledges and agrees that no portion of funds beyond the minimum investment will result,
or be deemed to result, in the exercise of the fourth Option as described in the Lease nor in any
additional period of years being added to the Lease.
9. Article 3,section 3.03,of the Lease is modified to include new subparts(c),(d),(e),and(f)
to recognize Lessee's contemplated demolition and construction of a new terminal/office
building, the included renovations,any future anticipated improvements to the Leased Premises
that may be undertaken by Lessee,and the effect on the Appraisal periods,to read as follows:
"(c) Notwithstanding the fact that the intended five-year period relevant to the
next Appraisal cycle is due to occur in 2016, Lessee acknowledges and agrees
that Lessor may deem it necessary to exclude Lessee's Leased Premises from
the Appraisal due to the Commencement of Construction and to complete a
separate supplemental appraisal report("Supplemental Appraisal"),to be
appended to the full five-year Appraisal report, once all newly constructed Capital
improvements have been completed and accepted.
"(d) Lessor reserves the right to conduct a Supplemental Appraisal during the
term of Lease or current Option period,if any,or any applicable extended term of
the Lease, if new development,construction, or renovation of real property
improvements is undertaken by Lessee during the remaining term of the Lease.
"(e) Any Supplemental Appraisal report,although completed at a time beyond or
outside the intended five-year period relevant to the Appraisal cycle,will not
serve to extend the effective date of any rent rate increase that may be made
pursuant to subpart(a)of this section."
"(f) Notwithstanding subpart(e)above and the other provisions of this section,
Lessee intends to undertake completion of a new terminal/office building and
other improvements,as stated in the Second Amendment,which completion date
is anticipated to occur at the end of April, 2017. Lessee acknowledges and
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agrees that a separate Supplemental Appraisal will be conducted within a
reasonably short period of time following completion of all construction,and any
rent rate increases which may be indicated in the post-construction Supplemental
Appraisal will not become effective until at least 30 days'advance notice to
Lessee,as such notice period is set out in the Lease. Unless amended(as
stated in the Lease),any new rent rates attributable to the post-construction
Supplemental Appraisal of the April,2017, Capital Improvements will take effect
and remain in effect until completion of the next five-year Appraisal cycle
currently anticipated to occur in 2021."
10. Article 16,section 16.02, is amended by adding the following sentence to the begin-
ning of the section:
"Lessee acknowledges that all Improvements presently existing on the Leased
Premises are owned by the City of Corpus Christ"
11. Compliance with Law. Lessee shall ensure that it complies with all laws, rules, regula-
tions, and codes that may be applicable to Lessee by execution of this Second Amendment and
will further ensure that all provisions of the Lease, First Amendment, and this Second Amend-
ment that may be applicable to Lessee's conduct and performance in undertaking,constructing,
and occupying the Capital Improvements to be completed pursuant to this Second Amendment
will be observed.
12. Triplicate Counterparts. This Second Amendment may be executed in any manner of
triplicate counterparts,each of which is deemed to be an original of this instrument for all
purposes.
13. Entire Agreement. This Second Amendment and the attachments and exhibits attached
to this document and incorporated by reference set forth the entire agreement of the parties with
respect to undertaking construction and renovation of intended Capital improvements on the
Leased Premises and extension of the additional 15 years of the Lease term. Excluding the
executed Lease, First Amendment,and the License Area subagreement, no other agreements,
assurances, conditions,covenants(express or implied), or other terms of any kind exist
between the parties regarding this Second Amendment.
(signature page follows]
Page 8 of 9
EXECUTED in triplicate by the parties, to take effect upon the Effective Date of this Second
Amendment.
ATTEST: CITY OF CORPUS CHRISTI
Rebecca Huerta, ity (1e
retaryRonal. 0 F on, Ci / anager
Date: 1+ Date:
Approved as to legal form: . _ i/. 2016
4,1 ! 1/ 0(d .t57:1VIJKILL
1•••••••••••••• • j /
Elizabe, undley
Assis - City Attorney VOUNCtl......... ��-
for the City Attorney
SECRETAR
LESSEE: Mercury Air Center—Corpus Christi, Inc., doing business as Atlantic Aviation
Louis Pepper, C; utive Officer
Date: (.N) / '4""
LEASE GUARANTOR: Atlantic Aviation FBO Holdings, LLC
Louis Pepper, - - Authorized Person
Date: 02//9/�UJ ,
ATTACHED AND INCORPORATED EXHIBITS:
Exhibit A–Capital Investment and Development Plan
Exhibit B– Insurance Requirements for Construction
Exhibit C–Temporary License Area Subagreement w/Attachments
Page 9 of 9
Laisi\r44 ser
CORPU,$tHRISTI
Arms---°;;FiT
Capital Investment and
Development Proposal
West Ramp General Aviation Facilities at Corpus Christi Intekiation
Airport
•••••11...•
Revised January 7, 2016
Development 717
Michael Simmang, Regional Director - Atlantic Aviation
4309 Emma Browning Avenue, Austin, TX 78719
(512) 925-3884
Tomas Torres, General Manager - Atlantic Aviation
549 Pinson Drive, Corpus Christi, TX 78406
(361) 289-1881
Ahed Shakhsheer, Project Manager Pivot CM, LLC
11845 Waterhaven Court, Reston, VA .20190
(703) 673-6549
Teal Construction Company, Michael Miller— Preconstruction Manager.
5110B IH -37, Corpus Christi, TX 78407
(361) 882-4825
WKMC Architects, inc., William McCord, AIA
909 S. Tancahua Street, Corpus Christi, TX 78404
361) 563-0584
r. j
Site Dynamics
► Budgeted cost of this project - $3,300,000.00
► Additional improvements not included i.n conspictioni.
scope:
• New GA Terminal firnishin s
g
O Advanced information technology throughout :entire
leasehold to increase security and customer
1 1
conveniences
} Projected start date — March 1, 2016 (pending City
Council and CCIA Notice -to -Proceed)
► Expected project completion date — November; 2016
I4
I:
Proposed Work Site •
' r
e
.111.1P.
*Atictimigaiiiiteumegra r; Zig:7 ollt..AprAttaifit.
, 2
Project Objectives
Atlantic Aviation intends to renovate the facilities to meet company standards in regards
to appearance, technology, and operations. p These standards address the-
expectations
of customers and host authorities in the aviation community. Further, the; pirojectec
investment level is expected to satisfy requirements to obtain additional lease term as
stated in the Corpus Christi International Airport Amended and Restated Hangar and Fixed
Base Operators Lease.
There are six major areas that Atlantic Aviation will be renovating:
1 • General Aviation Terminal Building 1 ` E
2. Hangar One
3. intermediate Offices (between Hangars One and Two)
4. Hangar Two
5. Hangar Three
6. Existing Vehicle Parking Area
I '
•
{ t
General Aviation Termin
The Scope of work will include:
•
10 Relocating adthinistrative and operational functions
to a modular trailer positioned a the southeast
corner of the adjacent parking l�t. H ! rit;
0* Coordinating security and AOA 'access with CCM
and TSA during thislemporary Condition. '•
Completely demolish the existing building.
0. Construct a new two-story building on the ground
where the former terminal was: located:
The building will ,hoye new facade, ADA toilets and
up-tti-date finished space.
Hangar
ne
Hangar One will receive lthe most extensive renovation of
the three hangars. Scope of work shall include:
Demolition of all temporary structures !Within h ►
hangar.
D Remove and replace existing hangar door tracks.
Paint the hangar interior
> Install new emergency and exit lighting.
Install new door to allow emergency egress to landsijfie.
fl Replace cracked conct-ete slab between the hangar and
the ramp.
{
Intprmiediate Offices
The scope of work will include: , ,1
i!
The tenants will be relocated to temporaey.rn'Odular
trailers. (location reflected in accompanying i
documents).
Renovation of existing office space.
I, Modify Hangars One & Two doors to allow e'ss from
the offices to the airsiiide.
• Layout and finishes of the. tenantspace will be
coordinated with the current Atid.inticiTeribn4
ki Construct a storage mezzanine leVe1• as allowed by code.
angars Two and Three
r
The scope of work will include:
Paint the hangars' interior.
Install new emergency and exit lighting.
4
Oe Install exterior„dooto allow emergency egress to,
Replace concrete slab between he !rtd
landiide.
It
the ramp.
Vehicle t arking2
The scope of work will include:
D Repair damaged base
® Mill, concrete stabilized, and relayed the parr ing
lot per the recommendations of the civil en g �i`neer.
0 Re -stripe for parkin in accordance usage g with the
ADA and local governances. 1 ,.;
Pave the air -side alley between Hangars Twoj.and
Three similar to the vehicle parking garea.
•
c'.. -
•
9r r •, • R yy C.• . - - ' t 4114.-.1.,••••.� • r?a r -� �tiI c
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Proposed Construction Budget:
Div. Area of Work $/SF Cost %
2 SITEWORK $22.93 $316,463.00 9.6%
3 CONCRETE $6.34 $87,500.00 2.7%
4 MASONRY $0.24 $3,360.00 0.1%
5 METALS $12.83 $177,000.00 5.4%
6 WOOD/PLASTIC $7.03 $97,010.00 2.9%
7 THERMAL/MOISTURE $5.39 $74,380.00 2.3%
8 DOORS/WINDOWS $15.77 $217,650.00 6.6%
9 FINISHES $38.21 $527,311.00 16.0%
10 SPECIALTIES $5.15 $71,030.00 2.2%
11 EQUIPMENT $0.00 $0.00 0.0%
12 FURNISHINGS $0.00 $0.00 0.0%
13 SPECIAL CONSTRUCTION $1.05 $14,464.00 0.4%
14 CONVEYING $5.80 $80,000.00 2.4%
15 MECHANICAL $16.16 $223,000.00 6.8%
16 ELECTRICAL $12.04 $166,159.00 5.0%
SUBTOTAL $148.94 $2,055,327.00
GENERAL CONDITIONS $20.81 $287,154.00 8.7%
OH&P $13.52 $186,642.00 5.7%
INSURANCE $1.82 $25,123.00 0.8%
BOND $3.30 $45,607.00 1.4%
TEMP CONSTRUCTION $3.84 $53,037.00 1.6%
PERMITS $1.98 $27,295.00 0.8%
TAXES $7.69 $106,056.00 3.2%
CONST.MANAGEMENT $2.90 $40,000.00 1.2%
SUBTOTAL 1 $204.80 $2,826,241.00
A&E $16.32 $225,280.00 6.8%
SUBTOTAL 2 $221.12 $3,051,521.00
CONTINGENCY $18.01 $248,479.00 7.5%
, TOTAL $239.1L3 , $3,300,000,00
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Customer Focus
As always, providing for our customers' safety and
satisfaction are at the top of Atlantic's corporaktultui-e.
To this end, our iite management and staff will take
every measure to minimize inconveniences, and
communicate progress to those welserv.e., ,Expeq to see
additional customer perks as we go, through this
The end result will definitely be worth the effortIl
EXHIBIT B
INSURANCE REQUIREMENTS
I. LESSEE'S CONTRACTOR'S LIABILITY INSURANCE
A. Lessee's contractor must not commence occupancy of Property located at the Corpus Christi
International Airport under this contract until all insurance required has been obtained and such
insurance has been approved by the City. Lessee's contractor must not allow any sub-Lessee's
contractor to commence work until all similar insurance required of any sub-Lessee's contractor has
been obtained.
B. Lessee's contractor must furnish to the City's Risk Manager and Director of Aviation Dept. two (2)
copies of Certificates of Insurance with applicable policy endorsements showing the following minimum
coverage by an insurance company(s)acceptable to the City's Risk Manager.The City must be listed as
an additional insured on the General liability and Auto Liability policies,and a waiver of subrogation is
required on all applicable policies.Endorsements must be provided with Certificate of Insurance.Project
name and/or number must be listed in Description Box of Certificate of Insurance.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-day advance written notice of Bodily Injury and Property Damage
cancellation, non-renewal, material change Per occurrence- aggregate
or termination required on all certificates
and policies.
Commercial General Liability including: $1,000,000 Per Occurrence
1. Commercial Broad Form $2,000,000 Aggregate
2. Premises—Operations
3. Products/Completed Operations
4. Contractual Liability
5. Independent contractors
6. Personal Injury-Advertising Injury
AUTO LIABILITY(including) $1,000,000 Combined Single Limit
I. Owned
2. Hired and Non-Owned
3. Rented/Leased
WORKERS'COMPENSATION Statutory
All states endorsement required if Lessee's
contractor is not domiciled in State of Texas.
EMPLOYER'S LIABILITY $500,000/5500,000/5500,000
BUILDER'S RISK For total value of construction project
All Perils including Collapse
PERSONAL PROPERTY INSURANCE Lessee's contractor, at their own expense,
shall be responsible for insuring all owned,
leased or rented personal property.
C. In the event of accidents of any kind related to this contract, Lessee's contractor must furnish the Risk
Manager with copies of all reports of any accidents within 10 days of the accident.
IL ADDITIONAL REQUIREMENTS
A. Applicable for paid employees, Lessee's contractor must obtain workers' compensation coverage
through a licensed insurance company. The coverage must be written on a policy and endorsements
approved by the Texas Department of Insurance. The workers' compensation coverage provided must
be in an amount sufficient to assure that all workers' compensation obligations incurred by the Lessee's
contractor will be promptly met. An All States Endorsement shall be required if Lessee's contractor is
not domiciled in the State of Texas.
B. Lessee's contractor shall obtain and maintain in full force and effect for the duration of this Contract,
and any extension hereof at Lessee's contractor'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-VIL
C. Lessee's contractor shall be required to submit a copy of the replacement Certificate of Insurance to City
at the address provided below within 10 days of any change made by the Lessee's contractor or as
requested by the City. Lessee's contractor shall pay any costs incurred resulting from said changes.All
notices under this Exhibit shall be given to City at the following address:
City of Corpus Christi
Attn:Risk Manager
P.O.Box 9277
Corpus Christi,TX 78469-9277
D. Lessee's contractor agrees that, with respect to the above required insurance, all insurance
policies are to contain or be endorsed to contain the following required provisions:
• List the City and its officers,officials,employees,and volunteers,as additional insureds by endorsement
with regard to operations, completed 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, cancellation, non-
renewal, material change or termination 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 cancellation, non-renewal, material change or termination of
coverage, Lessee's contractor shall provide a replacement Certificate of Insurance and applicable
endorsements to City. City shall have the option to suspend Lessee's contractor'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 contractor'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's contractor to stop work hereunder, and/or withhold any
payment(s)which become due to Lessee's contractor hereunder until Lessee's contractor demonstrates
compliance with the requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which Lessee's
contractor may be held responsible for payments of damages to persons or property resulting from
Lessee's contractor's or its sub-Lessee's contractor's performance of the work covered under this
contract.
H. It is agreed that Lessee's contractor'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 contract.
I. It is understood and agreed that the insurance required is in addition to and separate from any other
obligation contained in this contract.
2016 Insurance Requirements
Aviation Dept.
Atlantic Building Project
2/2/2016 ds Risk Management
EXHIBIT C
LICENSE AGREEMENT
FOR
TEMPORARY MODULAR BUILDINGS
STATE OF TEXAS §
§
COUNTY OF NUECES §
THIS license agreement("Agreement") is entered into by and between the City of
Corpus Christi ("City"), a Texas home-rule municipal corporation, Mercury Air Center—
Corpus Christi, Inc., dba Atlantic Aviation,and Atlantic Aviation F80 Holdings, LLC,(the
two latter parties to be collectively referred to in this Agreement as the "Licensees").
This Agreement forms part of the Second Amendment to the Lease, such lease being
presently in effect, and is joined to the Second Amendment instrument by mutual
agreement of all parties.
WHEREAS, City owns the real property and improvements located at the Corpus
Christi International Airport, Corpus Christi, Texas, and being more particularly
described as a unique parcel of unplatted real property ("Premises"), as shown in
Attachment"A";
WHEREAS, the Licensees desire to utilize the Premises on a temporary basis
during the period in which Licensees construct and renovate certain improvements
("Improvements") on an adjacent parcel of real property presently under lease (the
"Leased Premises")by the Licensees;and
WHEREAS, the Licensees have requested City to allow the use and occupancy
of the Premises for Licensees' need to relocate their business operations while the
Leased Premises is under construction and renovation.
NOW THEREFORE, in accordance with Article IX, Section 1, of the City's City
Charter and in consideration of the payment of rentals under the Lease by Licensees
and the amounts to be paid pursuant to the Second Amendment, the City does grant to
Licensees,for the term and upon the conditions stated in this Agreement, a License for
the right to install, operate, occupy, maintain, repair, and remove one or more portable
modular buildings ("Temporary Buildings") on the Premises. The area which the
Licensees are granted for the location of the Temporary Buildings is referred to in this
Agreement as the 'License Area.' Licensees agree that the License Area may not be
expanded, enlarged, or altered in any way nor shall the number of Temporary Buildings
exceed two without the prior written approval of the City, acting by and through the City
Manager or his designee("City Manager)or the Director of Aviation("Director").
TO HAVE AND TO HOLD the same Ucense granted unto Licensees, their
successors and assigns, together with the right under the conditions specified in this
Agreement, to at any time enter upon the above described License Area to install,
Page 1of9
operate, occupy, maintain, repair, or remove Licensee's Temporary Buildings, and
being further understood that the License granted by this Agreement is subject to the
Licensees' compliance at all times with the following conditions, the City and Licensee
therefore agree as follows:
A. The preamble language above is adopted by the parties as true and correct,
the substance of which is incorporated by reference into this Agreement as if
fully set out here in its entirety.
B. This Agreement, and the rights granted under the Agreement, may be
revoked at any time by the City upon providing the Licensees not less than 30
days' advance written notice by the City Manager or Director. In the event of
a revocation of the License by the City Manager or Director, or the earlier
termination of this Agreement by either party, no portion of any payment
made under this Agreement is refundable to the Licensees.
C. This Agreement is for a limited duration of time beginning on the date of
Commencement of Construction, as such term is defined in the Lease, and
continuing until the completion of the Improvements and occupancy of same
by Licensees, at all times this Agreement remaining subject to termination
under paragraph A above. In addition to other specified events or actions as
stated in this Agreement that can result in termination of this Agreement, this
Agreement also terminates if Licensees discontinue or abandon completion of
the improvements or fail to commence construction of the improvements by
the 36m month of the Lease.The License granted pursuant to this Agreement
is made expressly subject and subordinate to the right of the City to use the
Premises for any public purpose including, but not limited to, the laying of
utility lines or traversing the License Area for security reasons. In the event
the City gives notice of termination under paragraph A, Licensees shall
promptly, at their sole cost and expense, make or cause to be made the
removal of the Temporary Buildings. Licensee shall reimburse the City for the
cost of the City's removal of the Temporary Buildings if Licensee does not
promptly remove them within the notice period.
D. This Agreement may not be assigned by Licensee without the City Manager's
or the Director's prior written consent.
E. The Licensees shall acquire and maintain at all times for the term of this
Agreement insurance coverage pertaining to the License Area granted under
this Agreement and the activities authorized by this Agreement. The types of
required insurance coverages must be In the minimum amounts set forth in
Attachment "B", the substantive content of such document being
incorporated by reference into this Agreement as if fully set out here in its
entirety. The insurance policies must name the City as an additional insured
and may not be canceled, renewed, or materially changed by Licensees
unless at least 10 days advance written notice has been provided to the City.
Page 2 of 9
Upon the City Manager's written request, Licensee shall provide copies of all
requested insurance policies to the City's City Attorney.
F. Should construction be deemed necessary by Licensees in the License Area,
construction plans and specifications for all proposed work must be submitted
in advance by the Licensees to the City's City Engineer and Director for
approval prior to beginning the construction process. The plans and
specifications must show the depth and location of the proposed construction
and distance from existing water, storm water, wastewater, and gas lines.
The Licensees shall also comply with all laws, rules, regulations, and
ordinances applicable to construction in the City and on public property
including, but not limited to, obtaining all required permits. Licensees shall
incur and fully pay for all labor and materials used in the License Area and will
not permit or suffer any mechanic's or materialman's liens of any nature
whatsoever to be affixed against the Premises by reason or any work done or
materials furnished to the License Area at the Licensees'request.
G. Prior to the start of any approved construction, Licensees shall require every
contractor and subcontractor to provide proof of insurance of the types and in
the amounts required by the City's Risk Manager. Additionally, Licensees
shall require their contractors and subcontractors to indemnify the City, its
officers, employees, representatives, agents, licensees, and invitees in the
same manner that Licensees have provided indemnification to the City
pursuant to this Agreement and the Lease.
H. Licensees shall provide all necessary and proper safety devices so as to
prevent injuries or accidents in the License Area, in as much as possible.
I. At least 48 hours prior to beginning any approved construction, Licensees
shall contact 1-800-DIG-TESS and the Lone Star Notification Center(1-800-
669-8344)as well as any other required agency or authority. Additionally, at
least 48 hours prior to beginning any approved construction, Licensees shall
give notice and verify depth and location of communication lines or
communication fiber optic cables,whichever is applicable,to the following:
• City Utility Departments, including Water,Storm Water,Wastewater and
Gas;
• American Electric Power(AEP); •
• American Telephone and Telegraph(AT&T);
• CenturyTel;
• Time Warner,
• Grande Communications;and
• Any and all other certified telecommunications providers.
Page 3 of 9
A City inspector may request that a utility line be uncovered to verity its depth
or location.
J. My construction process and use of the License Area by Licensees shall not
interfere with the construction, installation, operation, maintenance, repair,
removal or replacement by the City or any of its agents, contractors, or
franchisees of any existing or future proposed sidewalks, utility lines, or other
uses. If the City or any franchisee with utilities currently located in the
License Area needs access to the area, Licensees shall pay for removing or
relocating any personal property or Temporary Buildings in the License Area
to allow access to utility lines for maintenance, repair, replacement, or
removal of the utility lines. Following any construction by Licensees,
Licensees shall repair the License Area to its original condition or cease to
use the License Area, at which time this Agreement immediately terminates.
K. City Traffic Engineer requirements pertaining to this Agreement, if applicable
in context:
1. At least 48 hours prior to commencing any approved construction, the
Licensees shall file and obtain approval for a traffic control plan with the
City's Traffic Engineer. No closure or barricading of a public right-of-way
or any portion of a public right-of-way may occur before approval of the
traffic control plan and, if applicable, approval of a detour or barricade plan
has been obtained from the City's Traffic Engineer.
2. Should Licensees require a trench, pit,or similar excavation be dug during
approved construction, the Licensees shall file and obtain approval for
barricading said trench, pit, or excavation in accordance with the Texas
Manual on Uniform Traffic Control Devices from the City's Traffic
Engineer. [See paragraph "P" of this Agreement for additional
requirements regarding trenches, pits and similar excavations.]
L. If, as determined by the City Manager, damage occurs to any gas, water,
storm water, or wastewater line, Licensees shall allow the City immediate
access to the License Area to perform an assessment, make repairs, or take
any other action deemed necessary by the City. Determination of the extent
of damage and repairs necessary to restore the utility line(s)shall be made by
the City Manager. All costs of the City associated with said damage and
repair, including labor and materials, shall be paid by Licensees within 30
days of the City's invoice.
M. Should construction become necessary near existing water or wastewater
lines, Licensees shall take every precaution not to disturb the soil surrounding
any such lines, including all thrust blocks.
Page 4of9
N. If any approved work is conducted near any existing water main, it shall be
done under the inspection of a City inspector at a daily rate of$310.35 for
each day spent inspecting construction, installation, maintenance, repair,
replacement, or removal in the License Area. A half-day, being four hours or
more of work time by the City inspector, constitutes a whole working day for
purposes of calculation. Any time in excess of eight hours a day, or on a
Saturday, Sunday or holiday, shall be calculated at a daily rate of$58.18 per
hour. Any assessed inspection fees shall be paid by the Licensees to the
appropriate City department within 30 days of the City's invoice. These
amounts will be adjusted annually each year on October 1 to reflect any pay
increases that may be attributable to the rates charged.
O. At any and all times, Licensees shall be responsible for the repair and
maintenance of the License Area including, but not limited to, any costs
associated with damage occurring due to natural weather
elements/occurrences or man-made forces. Should damage occur to the
License Area, regardless of the type of damage, Licensees shall immediately
repair the damage upon notice by the City. Failure to repair within the notice
period provided to Licensees immediately terminates this Agreement without
any further action needed on the part of the City.
P. Licensees shall repair, or cause to be repaired, any damage to driveways,
culverts, head walls, landscaping, sidewalks, curbs, gutters, and any other
structure, public or private, resulting from or caused by reason of
construction, installation, maintenance, repair, removal, replacement or
operation of the License Area,
Q. If a trench, pit, or other excavation is required during approved construction,
no trenches, pits, or other excavation, other than bore pits, shall be left open
overnight, except as specifically authorized by the City's Director of
Development Services and City's Engineer. Bore pits are not allowed open
for a period of longer than 14 calendar days, regardless of location. All
trenches, pits,or other excavations, other than bore pits,shall be backfilled by
the Licensees promptly and in accordance with current City standards and
specifications and as per the City inspector's request. All trenches, pits, and
other excavations, including bore pits, shall be barricaded by the Licensees in
accordance with the Texas Manual on Uniform Traffic Control Devices and as
approved by the City's Traffic Engineer. [See paragraph uJ.2" of this
Agreement for additional requirements pertaining to trenches, pits, and other
excavations.]
R. If backfilling becomes necessary, all backfill, specifically induding in and
around existing utilities, shall be made by Licensees according to current City
standards and specifications and as required by a City inspector.
Page 5 of 9
S. LICENSEE COVENANTS AND AGREES TO FULLY
INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY AND
THE ELECTED OFFICIALS, EMPLOYEES, OFFICERS,
DIRECTORS, VOLUNTEERS AND REPRESENTATIVES OF
THE CITY, INDIVIDUALLY AND COLLECTIVELY, FROM AND
AGAINST ANY AND ALL COSTS, CLAIMS, LIENS, DAMAGES,
LOSSES, EXPENSES, FEES, FINES, PENALTIES,
PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION,
LIABILITY AND SUITS OF ANY KIND AND NATURE,
INCLUDING BUT NOT LIMITED TO, PERSONAL OR BODILY
INJURY, DEATH AND PROPERTY DAMAGE, MADE UPON THE
CITY DIRECTLY OR INDIRECTLY ARISING OUT OF,
RESULTING FROM OR RELATED TO LICENSEE'S USE OR
OCCUPANCY OF THE LICENSE AREA UNDER THIS LICENSE
AGREEMENT, INCLUDING ANY ACTS OR OMISSIONS OF
LICENSEE, ANY AGENT, OFFICER, DIRECTOR, REPRESEN-
TATIVE, EMPLOYEE, CONSULTANT, SUB-LICENSEE,
ASSIGNEE OR SUBCONTRACTOR OF LICENSEE, AND THEIR
RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIREC-
TORS AND REPRESENTATIVES WHILE IN THE EXERCISE OF
PERFORMANCE OF THE RIGHTS OR DUTIES UNDER THIS
LICENSE AGREEMENT, ALL WITHOUT, HOWEVER, THE CITY
WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO
THE CITY UNDER TEXAS LAW AND WITHOUT WAIVING ANY
DEFENSES OF THE PARTIES UNDER TEXAS LAW. IT IS
FURTHER COVENANTED AND AGREED THAT SUCH
INDEMNITY SHALL APPLY EVEN WHERE SUCH COSTS,
CLAIMS, UENS, DAMAGES, LOSSES, EXPENSES, FEES,
FINES, PENALTIES, ACTIONS, DEMANDS, CAUSES OF
ACTION, LIABILITY AND/OR SUITS ARISE IN ANY PART
FROM THE NEGLIGENCE OF THE CITY, THE ELECTED
OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS AND
REPRESENTATIVES OF THE CITY UNDER THIS LICENSE
AGREEMENT. THE PROVISIONS OF THIS INDEMNITY ARE
SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND
NOT INTENDED TO CREATE OR GRANT ANY RIGHTS,
CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON
OR ENTITY. LICENSEE AND THE CITY SHALL PROMPTLY
ADVISE THE OTHER PARTY IN WRITING OF ANY CLAIM OR
Page 6 of 9
DEMAND AGAINST THE CITY OR LICENSEE WHICH IS MADE
KNOWN TO THE DISCLOSING PARTY RELATED TO OR
ARISING OUT OF LICENSEE'S ACTIVITIES UNDER THIS
LICENSE AGREEMENT, AND LICENSEE SHALL SEE TO THE
INVESTIGATION AND DEFENSE OF SUCH CLAIM OR
DEMAND AT LICENSEE'S REASONABLE COST. THE CITY
SHALL HAVE THE RIGHT, AT ITS OPTION AND AT ITS OWN
EXPENSE, TO PARTICIPATE IN SUCH DEFENSE WITHOUT
RELIEVING LICENSEE OF ANY OF ITS OBLIGATIONS UNDER
THIS PARAGRAPH. IT IS THE EXPRESS INTENT OF THE
PARTIES TO THIS LICENSE AGREEMENT THAT THE
INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS AN
INDEMNITY EXTENDED BY LICENSEE TO INDEMNIFY,
PROTECT, AND HOLD HARMLESS THE CITY FROM THE
CONSEQUENCES OF THE CITY'S OWN NEGLIGENCE,
PROVIDED HOWEVER, THAT THE INDEMNITY PROVIDED
FOR IN THIS PARAGRAPH SHALL APPLY ONLY WHEN THE
NEGLIGENT ACT OF THE CITY IS A CONTRIBUTORY CAUSE
OF THE RESULTANT INJURY, DEATH, OR DAMAGE, AND
SHALL HAVE NO APPLICATION WHEN THE NEGLIGENT ACT
OF THE CITY IS THE SOLE CAUSE OF THE RESULTANT
INJURY, DEATH, OR DAMAGE. LICENSEE FURTHER AGREES
TO INVESTIGATE, SETTLE, AND DEFEND, AT ITS OWN
EXPENSE AND ON BEHALF OF THE CITY AND IN THE NAME
OF THE CITY, WITH COUNSEL REASONABLY
SATISFACTORY TO THE CITY, ANY CLAIM OR LITIGATION
BROUGHT AGAINST THE CITY AND ITS ELECTED
OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS,
VOLUNTEERS AND REPRESENTATIVES, IN CONNECTION
WITH ANY SUCH INJURY, DEATH, OR DAMAGE FOR WHICH
THIS INDEMNITY SHALL APPLY, AS SET FORTH ABOVE.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR
ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE
DAMAGES ARISING OUT OF THE PERFORMANCE OF THIS
LICENSE AGREEMENT.
T. All signatories to this Agreement warrant and guarantee that they have the
authority to act on behalf of the entity represented and make this Agreement
binding and enforceable by their signatures.
Page 7 of 9
U. Unless otherwise stated in this Agreement, any notice required or permitted to
be given under this Agreement must be sent in accordance with the
provisions of the Lease between the parties and addressed to the notification
addresses contained in that document. Any party may, by notice to the other
parties in accordance with the provisions of the Lease, specify a different
address or addressee for notice purposes of this Agreement.
V. This Agreement shall be construed under and in accordance with the laws of
the State of Texas, and all obligations of the parties created pursuant to this
Agreement are performable in Nueces County, Texas. Venue for all actions
arising from, out of, or related to this Agreement must be brought in Nueces
County, Texas.
W.This instrument, including exhibits, constitutes the entire agreement between
the City and the Licensees, and no prior written, oral, or contemporaneous
promises, warranties, or representations shall be binding upon any parties.
This Agreement may only be amended by written instrument signed by
authorized representatives of the City and Licensees and approved as
required by City law.
X. Any payments that may be due from the City pursuant to this Agreement may
only be made from current revenues available to the City.
EXECUTED IN TRIPLICATE by the parties and made effective upon the Effective Date of
the Second Amendment to the Lease between the parties, such Second Amendment
being executed concurrently with this instrument and to which this instrument is joined.
ATTEST: CITY OF , RPUS CHRISTI
Z� I �i/A
Re ecca Huerta,City Secretary Ronald L. •I ,' , City • ager, or
r his de- f ee f/
Date: `T �
I `t ' I `F"�/ Date: lk'
Approved as to legal form:4 ,�3, 2016
Elizabe,' undley
Assis City Attorney
for the City Attorney
Page 8 of 9
LESSEE: Mercury Air Center—Corpus Christi, Inc., doing business as Atlantic
Aviation
•
Louis Pepper, of Exve Officer
Date: c 90/
LEASE GUARANTOR: Atlantic Aviation FBO Holdings, LLC
Louis Pepp Authorized Person
Date: c //
ATTACHED AND INCORPORATED EXHIBITS:
Attachment"A"— Premises/License Area
Attachment"B"-- Insurance Requirements for Use
Page 9 of 9
ATTACHMENT "A"
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ATTACHMENT"B"
INSURANCE REQUIREMENTS
I. LICENSEE'S LIABILITY INSURANCE
A. Licensee 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. Licensee must not allow any subcontractor to commence
work until all similar insurance required of the subcontractor has been so obtained.
B. Licensee shall furnish to the Risk Manager and Director of Aviation 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 listed as an additional insured for the General
Liability policy,auto liability policies by endorsement,and a waiver of subrogation by endorsement is required
for the workers'compensation policy. Endorsements must be provided with Certificate of Insurance. Project
name and/or number must be listed in Description Box of Certificate of Insurance.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-Day Notice of Cancellation required on all Bodily injury and Property Damage
certificates or by policy endorsement(s) Per Occurrence/aggregate
COMMERCIAL GENERAL LIABILITY including:
1. Broad Form $10,000,000 Per Occurrence
2. Premises—Operations $10,000,000 Aggregate
3. Products/Completed Operations Hazard
4. Contractual Liability
5. Broad Form Property Damage
6. Independent Contractor
7. Underground Hazard(if applicable)
8. Hanger Keepers
ENVIRONMENTAL IMPAIRMENT LIABILITY $2,000,000 Per Occurrence
$2,000,000 Aggregate
BUSINESS AUTOMOBILE LIABILITY $5,000,000 Combined Single Limit
1. Owned
2. Hired&Non-owned
PROPERTY INSURANCE Licensee is responsible to insure all personal property.
WORKERS' COMPENSATION Which Complies With The Texas Workers'
All States endorsement is required if Licensee is not Compensation Act And Paragraph II Of
Domiciled in Texas. This Exhibit.
EMPLOYER'S LIABILITY $1,000,000/$1,000,000/$1,000,000
C. In the event of accidents of any kind related to this Agreement,Licensee shall furnish the Risk Manager with
copies of all reports of such accidents within ten (10)days of the accident.
II. ADDITIONAL REQUIREMENTS
A. Licensee 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. An"All
States"endorsement shall be required if Workers' Compensation policy is not written in accordance
with Texas Department of Insurance rules.
B. Licensee shall obtain and maintain in full force and effect for the duration of this Agreement and any
extension hereof, at Licensee'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. Licensee shall be required to comply with any such requests and shall submit a copy of the
replacement certificate of insurance to City at the address provided below within 10 days of the
requested change.Licensee shall pay any costs incurred resulting from said changes. All notices under
this Article shall be given to City at the following addresses:
City of Corpus Christi
Attn:Risk Management
P.O. Box 9277
Corpus Christi,TX 78469-9277
(361) 826-3680
Fax: (361) 826-3697
Department of Aviation
Attn: Director
1000 International Drive
Corpus Christi,Texas 78406
(361)289-0171 ext. 1210
Fax: (361)289-0251
D. Licensee 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 or comparable policy language,as respects operations,completed
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
Page 2 of 3
• 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,Licensee shall
provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have
the option to suspend Licensee's performance should there be a lapse in coverage at any time during
this Agreement. Failure to provide and to maintain the required insurance shall constitute a material
breach of this Agreement.
F. In addition to any other remedies the City may have upon Licensee'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 Licensee to stop work hereunder and/or withhold any payment(s)which become
due to Licensee hereunder until Licensee demonstrates compliance with the requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which Licensee may
be held responsible for payments of damages to persons or property resulting from Licensee's or its
subcontractor's performance of the work covered under this Agreement.
H. It is agreed that Licensee'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.
I. It is understood and agreed that the insurance required is in addition to and separate from any other
obligation contained in this Agreement.
2016 ins req.
Aviation Dept/—Temporary License Agreement
Atlantic Aviation
2/17/2016 ds Risk Mgmt.
Page 3 of 3
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-16762
Atlantic Aviation FBO Holdings, LLC
Plano,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 02/22/2016
being filed.
City of Corpus Christi DateQcknowledged:w Q(
41-0
l I � kr) shee
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the goods or services to be provided under the contract.
XXX
2nd Amendment to License Agreement at Corpus Christi International Airport(as Guarantor)
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(place of business)
Controlling Intermediary
Giugliano, Margaret New York, NY United States X
5 Check only if there is NO Interested Party. ❑
6 -( k.)
swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
R{ITM AANNELLElWREN '
Expires
N/IM1101$0441! 1 —.004°....��
Myth t,1010
Signature . orized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said —gm/S 'T�trY�. 7e, ,this the day of i�,211/q.2U
20 /(p ,to certify which,witness my hand and seal of office. `�/� //
49 L�)/i)../144 /472/149e tiBZLE w�I�E iJ ///. eMAin a Yn6'Al'�,.5'/QJ7
,2,e4,,./y
Signature of officer administering oath 111 Printed name of officer administering oath Title of officer administering oath
Argy i»/'".Z
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.312
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-16766
Mercury Air Center-Corpus Christi, Inc.
Corpus Christi,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 02/22/2016
being filed.
City of Corpus Christi Date ckn wledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the goods or services to be provided under the contract.
XXX
2nd Amendment to Lease at Corpus Christi International Airport
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(place of business)
Controlling Intermediary
Giugliano, Margaret New York, NY United States X
5 Check only if there is NO Interested Party. ❑
6 • ' I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
4p.m RUTH ANNELLE VENEEN
1 ` Notary 10 mr 5274419
, My commission Expires
44. Mach t,2020
•— - 4110."I 11111. Signature of aut.. ized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said Louis I kp/e��2 ,this the day of�, /-Mit 4y,
20 /& ,to certify which,witness my hand and seal of office.
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.312