HomeMy WebLinkAboutC2016-567 - 10/18/2016 - Approveds4
Ground Lease
Between
CITY OF CORPUS CHRISTI,
a home rule city
and
SQH SPORTS & ENTERTAINMENT, INC.,
a Texas corporation
Dated: /3Plg7446-2016
2016-567
10/18/16
VOrd. 030993
SQH Sports & Entertainment
INDEXED
TABLE OF CONTENTS
Page
ARTICLE 1: DEMISE OF PREMISES AND INTENDED USE 1
ARTICLE 2: DEFINITIONS 1
2.1. Effective Date 2
ARTICLE 3: TERM, OPTION TERM 3
ARTICLE 4: PERMITTED USE 3
ARTICLE 5 UTILITIES & TAXES 3
5.1 Utilities 3
5.2 Real and Personal Property Taxes 4
ARTICLE 6: INSPECTION PERIOD AND CONTINGENCIES 4
6.1. Preliminary Information 4
6.2. Right of Entry; Restoration of Premises and Indemnification by Tenant 4
6.3. Inspection Period. 4
6.4 General Contingencies
6.5 Title and Survey Contingency
6.6 Tenant's Election to Proceed
6.7 Closing
6.8 Acceptance of Premises Disclaimer
ARTICLE 7. PERMITTING AND FEES 7
ARTICLE 8: CONSTRUCTION OF IMPROVEMENTS; REPAIRS AND
MAINTENANCE; ALTERATIONS AND IMPROVEMENTS 8
8.1. Construction of Improvements 8
8.2. Repairs and Maintenance. 10
8.3. Alterations and Improvements 11
8.4. Ownership of Buildings, Improvements, and Fixtures 11
8.5 Right to Remove Trade Fixtures 11
8.6 Naming and Other Rights 11
ARTICLE 9: LIENS 12
ARTICLE 10: INSURANCE AND INDEMNITY 12
10.1. Tenant's Insurance 12
10.2. Exculpation of Landlord 13
10.3. Tenant's Indemnification of Landlord 13
10.4 Tenant's Property 14
ARTICLE 11: DAMAGE AND DESTRUCTION 14
ARTICLE 12: CONDEMNATION 14
12.1. Complete Taking 14
12.2. Partial Taking Rendering Premises "Untenantable." 14
12.3. Partial Taking Not Rendering Premises "Untenantable" 15
12.4. Allocation of Condemnation Award 15
ARTICLE 13: BANKRUPTCY 16
ARTICLE 14: ASSIGNMENT AND SUBLETTING 16
ARTICLE 15: EVENTS OF DEFAULT; REMEDIES 17
15.1. Events of Defaul 17
15.2. Remedies 17
ARTICLE 16: QUIET ENJOYMENT AND OPERATIONS AT PREMISES 17
16.1. Covenant of Quiet Enjoyment 17
16.2. Right to Possession. 18
16.3 Operations at the Premises 18
ARTICLE 17: TRADE FIXTURES 20
ARTICLE 18: LEASEHOLD MORTGAGE 20
ARTICLE 19: HAZARDOUS SUBSTANCE OR WASTE 20
19.1. Definitions. — 20
19.2. Landlord's Representation and Warranty. 21
19.3. Tenant Indemnification. 21
19.4. Survivability 22
ARTICLE 20: REAL ESTATE COMMISSIONS 22
ARTICLE 21: NOTICES AND DEMANDS 22
ARTICLE 22: GENERAL PROVISIONS 23
23.1. Binding on Successors 23
23.2. Severability 23
23.3. Entire Agreement 23
23.4. Captions 23
23.5. No Waiver 23
23.6. Holdover 24
23.7. Time of Essence 24
23.8. Governing Law 24
23.9. Counterparts 24
23.10. No Third Party Rights 24
23.11. Interpretation 24
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23.12. Short Form Lease 24
23.13. Estoppel Certificates 24
23.14. Due Authorization 24
23.15. Relationship of Parties 25
23.16. Authorization 25
23.17. Incorporation of Exhibits 25
23.18. Anti -Terrorism Warranties 25
23.19 Right of First Refusal regarding Lease for Optional Land....25
23.20 Publication .26
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LIST OF EXHIBITS
EXHIBIT A Site Plan
EXHIBIT B Legal Description of Land
EXHIBIT C Notice of Election
EXHIBIT D Memorandum of Lease
EXHIBIT E Mortgagee Protection Provisions
EXHIBIT F Legal Description of Optional Tract
EXHIBIT G Insurance
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STATE OF TEXAS
COUNTY OF NUECES
GROUND LEASE AGREEMENT
This GROUND LEASE AGREEMENT (the "Lease") is made and entered into as of the
Effective Date (defined below) by and between CITY OF CORPUS CHRISTI, a home rule
city (the "Landlord"), and SQH SPORTS & ENTERTAINMENT, INC., a Texas corporation
(the "Tenant"), for the purpose of constructing and operating a Regional Youth Sports Complex
to build sports related tourism by hosting multi -day and multi -sport regional, state and national
tournaments and events in effort to increase city hotel occupancy and sales tax revenues. The
parties to this Lease may be referred to individually herein as "Party" or collectively herein as
the "Parties."
RECITALS
A. Landlord is the fee simple owner of that certain 67.69 acre parcel of unimproved
land, more or less, located near intersection of State Highway and FM 43 (Weber Road) in
Corpus Christi, Nueces County, Texas as shown on Exhibit A (the "Site Plan"), and as more
particularly described on Exhibit B (the "Land"), attached to and made a part of this Lease.
B. The Parties desire for Landlord to lease the Premises (defined herein) to Tenant,
and to permit Tenant to construct and operate the Improvements (defined herein) on the Premises
in accordance with this Lease.
NOW, THEREFORE, in consideration of the premises set forth above, the rent to be
paid, the mutual covenants and agreements of the Parties set forth below, and other good and
valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged by
the Parties, the Parties agree as follows:
ARTICLE 1: DEMISE OF PREMISES
For one dollar and other good and valuable consideration stated herein, the receipt and
sufficiency are hereby acknowledged, including but not limited to the performance by Tenant of
the terms herein including the construction of improvements described herein, Landlord demises
and lets to Tenant, and Tenant leases from Landlord, the Land, including any structures or
improvements presently located thereon together with all easements and other rights, privileges
and appurtenances thereto (collectively, the "Premises").
ARTICLE 2: DEFINITIONS
In addition to terms defined elsewhere in this Lease, the following terms, for the purposes
of this Lease, shall have the meanings set forth below:
2.1
"Closing" shall have the meaning ascribed to it in Section 6.7.
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"Coastal Bend Community Foundation Tracts" shall mean the land adjacent to the Land
owned by the Coastal Bend Community Foundation.
"Commitment" shall have the meaning ascribed to it in Section 6.5.
"Cure Period" shall have the meaning ascribed to it in Section 15.1.
"Director" shall mean the Director of Parks and Recreation or designee,
The "Effective Date" of this Lease for purposes of measuring performance hereunder
shall be the sixty-first day after final approval by the Corpus Christi City Council.
"Event of Default" shall have the meaning ascribed to it in Section 15.1.
"Land" means that certain 67.69 acre parcel of unimproved land, more or less, located
near the intersection of State Highway 286 and FM 43 (Weber Road) in Corpus Christi, Nueces
County, Texas as shown on Exhibit A (the "Site Plan"), and as more particularly described on
Exhibit B attached hereto and made part hereof.
"Laws" shall have the meaning ascribed to it in Section 8.1.
"Lease" means this Lease Agreement between the City of Corpus Christi, Texas and
SQH Sports & Entertainment, Inc.
"New Survey" shall have the meaning ascribed to it in Section 6.5
"Option Term" shall have the meaning ascribed to it in Article 3.
"Optional Land" means any portion of that certain 30.22 acre parcel of unimproved land,
more or less, located at adjacent to the Land along Oso Creekin Corpus Christi, Nueces County,
Texas as more particularly shown or described on Exhibit F attached hereto and made part
hereof
"Permitted Exceptions" shall have the meaning ascribed to it in Section 6.5.
"Permitted Transfer" shall have the meaning ascribed to it in Article 14.
"Preliminary Information" shall have the meaning ascribed to it in Section 6.1.
"Premises" shall have the meaning ascribed to it in Article 1.
"Renewal Notice" shall have the meaning ascribed to it in Article 3.
"Site Plan" is shown on Exhibit A attached hereto and made part hereof.
"Survey" shall have the meaning ascribed to it in Section 6.1.
"Taking" shall have the meaning ascribed to it in Article 12.
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"Term" shall have the meaning ascribed to it in Article 3.
"Title Company" shall have the meaning ascribed to it in Section 6.4.
"Title Defects" shall have the meaning ascribed to it in Section 6.5
"Title Policy" shall have the meaning ascribed to it in Section 6.7.
"TLTA"means the Texas Land Title Association.
ARTICLE 3: TERM, OPTION TERM
This Lease shall be effective as a contract between the Parties as of the Effective Date,
with the term hereof("Term") commencing upon the Effective Date and expiring on the last day
of the calendar month in which the fortieth (40th) anniversary of the Effective Date occurs, unless
terminated as herein provided. Landlord and Tenant may mutually agree to extend the Term by
up to four additional periods of five (5) years (each 5-year period referred to as an "Option
Term"), upon Tenant delivering written notice of its request to renew (the "Renewal Notice") to
Landlord no later than six (6) months, before the expiration of the original forty (40) year Term.
Upon Landlord's receipt of Tenant's Renewal Notice, Landlord shall notify Tenant within sixty
(60) days whether the Lease will be renewed for an additional Option Term.
ARTICLE 4: PERMITTED USE
. The permitted use for this Lease, between Landlord and Tenant, is to enable Lessee to
utilize Premises to construct, operate, repair and maintain a regional youth sports complex to
build sports related tourism by hosting multi-day and multi-sport regional, state and national
tournaments and events in effort to increase city hotel occupancy and sales tax revenues (the
"Intended Use"). Tenant shall not use or allow use of the Premises for any other purpose
without Director's prior written approval.
ARTICLE 5: UTILITIES & TAXES
5.1. Utilities. During the Term Tenant will make all arrangements for obtaining
service contracts and shall pay for all utilities (including without limitation electricity,water, gas,
sewer and telephone service) and services furnished to, or to be used on, the Premises and/or in
connection with the Improvements, and for all service commencement charges and meter reading
fees. Such charges and expenses shall be paid by Tenant promptly and without delinquency
directly to the utility companies or other entities to which such charges and fees are payable.
Tenant shall comply with the Landlord's water conservation measures which are enacted
pursuant to City ordinance. All utilities installed by Tenant must be done in compliance with all
applicable City Codes and regulations including but not limited to the requirement at Unified
Development Code Sections 8.5.2.F which provides that when property requesting wastewater
service is located outside the City limits, the property owner shall agree to annex or sign a
contract to annex such property prior to wastewater service being made available. In addition,
reimbursement for a lift station installed by Tenant or any other developer shall only be made
upon compliance with the Unified Development Code, which requires prior City Council
approval of a separate reimbursement agreement prior to start of construction. Finally, per the
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Unified Development Code, the Tenant's or any other developer's application for reimbursement
may not be considered until an amendment to the applicable Master Plan has been approved by
the City Council.
Real and Personal Property Taxes. During the Term and any Option Term, Tenant
shall pay all real and personal property taxes, if any, levied upon the leasehold created by this
Lease, Tenant's personal property on the Land and/or in the Improvements, before the date on
which such taxes would be delinquent.
ARTICLE 6: INSPECTION PERIOD AND CONTINGENCIES
6.1. Preliminary Information. Within five (5) business days following the Effective
Date, Landlord shall provide to Tenant the following information in Landlord's possession
related to the Premises that may assist Tenant in its inspection of the Premises (the "Preliminary
Information"): Special Warranty Deed recorded in the Official Public Records of Nueces
County Texas as document#941343, a survey of the Premises (the "Survey").
6.2. Right of Entry; Restoration of Premises and Indemnification by Tenant.
Tenant and its consultants and agents are granted and shall have full right of entry upon the Land
up to and including the termination date of this Lease as reasonably necessary to perform surveys
and otherwise conduct due diligence tests and inspections of the Premises. If this Lease
terminates prior to Tenant's construction of the Improvements, Tenant will restore the Land so
that the Premises are in substantially the same condition as existed prior to any inspections,
surveys and tests performed by or for Tenant as permitted herein. Tenant specifically agrees to
defend, indemnify and save and hold Landlord harmless from and against any loss, damage,
liability, suit, claim, cost or expense (including reasonable attorneys' fees) caused by the acts of
Tenant, its consultants, agents or assigns, in the exercise of such right of entry, which indemnity
will survive termination of this Lease. The foregoing restoration obligations and indemnity do
not apply to any matters or conditions of the Land merely discovered or uncovered in the course
of any inspections, surveys or tests.
6.3. Inspection Period. Tenant shall have until 11:59 p.m. central time on the date
that is Sixty(60) days after the Effective Date (the "Inspection Period") in which to complete, at
Tenant's expense, any and all physical inspections and other investigations of and concerning the
Premises as Tenant, in its sole discretion, may deem appropriate. Tenant's inspections and
investigations may include, without limitation, determination by Tenant as to the sufficiency of
the Premises with respect to zoning, soil and environmental conditions, utilities, title, licenses,
permits, easements and parking in connection with the Intended Use; provided, however, that
notwithstanding any provision of this Lease to the contrary, Tenant shall not have the right to
undertake any environmental testing beyond the scope of a standard "Phase II" environmental
site assessment without the prior written consent of Landlord, which consent shall not be
unreasonably withheld, conditioned or delayed. Tenant shall diligently pursue from the
applicable governmental authorities all permits needed for the Intended Use. In the event that
the results of the inspections, investigations and evaluations are, in Tenant's sole and absolute
discretion, unacceptable to Tenant or Tenant decides, in Tenant's sole discretion, that the
Premises is unsuitable for any reason or no reason at all, then Tenant shall not provide the Notice
of Election (as hereinafter defined), in which event this Lease shall be terminated, and neither
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party shall have any further liability under this Lease except for such matters which are expressly
designated to survive the termination hereof.
6.4. General Contingencies. Each of the following contingencies shall be satisfied as
an express condition to this Lease, unless otherwise noted herein:
a. Tenant obtaining at Tenant's expense and prior to the expiration of the
Inspection Period all necessary permits and governmental and private party approvals
determined by Tenant to be necessary or advisable for the operation of the Premises and
Improvements as a Regional Youth Sports Complex
b. Prior to the expiration of the Inspection Period, Tenant (ii) obtaining
environmental reports satisfactory to Tenant, at Tenant's expense, including but not
limited to, acceptable environmental assessment(s), acceptable soil tests, and an
acceptable topographical survey, reflecting that there are no recognized environmental
conditions or other environmental matters for which remediation is recommended, or
with respect to which additional testing needs to be performed or is recommended; and
(iii) confirming the Land has legal access as shown on the Site Plan and sufficient for the
Intended Use.
c. Tenant receiving prior to the expiration of the Inspection Period, at
Tenant's expense a commitment for a TLTA leasehold title insurance policy from a title
company reasonably acceptable to Tenant (the "Title Company"), with all Title Defects
(as defined in Section 6.5 below) being satisfied or waived as provided in Section 7.6
below.
In the event that any of the contingencies provided for in this Section 6.4 are not timely
satisfied, and Tenant does not provide the Notice of Election (defined in Section 6.6 below), then
this Lease shall be terminated and neither Party shall have any further liability under this Lease,
except for such matters which are designated to survive the termination hereof
6.5. Title and Survey Contingency. Within thirty (30) days after the Effective Date,
Landlord shall furnish Tenant at Tenant's expense with a commitment for a TLTA leasehold title
insurance policy from the Title Company, together with complete and legible copies of
Landlord's vesting deed and all requirement and exception documents referenced therein
(collectively, the "Commitment"). Upon and after the Effective Date, Landlord shall not create
or consent to any new document or matter which would affect the title to the Premises without
Tenant's express written consent. During the Inspection Period, Tenant may obtain a new
ALTA/ACSM Land Title Survey of the Premises from a surveyor reasonably acceptable to
Tenant(the "New Survey").
Within forty-five days after Tenant's receipt of both the Commitment , Tenant shall
notify Landlord of(i) any liens, encumbrances, exceptions, qualifications or other matters of or
affecting title, and (ii) any matters, circumstances, or conditions disclosed by the Survey or New
Survey which are not acceptable to Tenant (the "Title Defects"). Landlord shall notify Tenant
within ten (10) days following its receipt of the list of Title Defects which, if any, of such Title
Defects Landlord will attempt to cure. If Landlord declines to attempt to cure one (1) or more
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Title Defect(s), Tenant may terminate this Lease by notice in writing delivered to Landlord prior
to the expiration of the Inspection Period. If Tenant fails to notify Landlord of Title Defects, or
fails to terminate the Lease after giving such notice, the Title Defects, to the extent Landlord
declined to attempt to cure, shall be deemed "Permitted Exceptions." In the event Landlord fails
to eliminate or otherwise resolve, to the reasonable satisfaction of Tenant, one (1) or more Title
Defects that Landlord agreed to attempt to cure in its response to Tenant, then Tenant may either:
(i) terminate this Lease; or (ii) waive Tenant's objection(s) to such uncured Title Defect(s) and
lease the Premises. In the event of such waiver, all such matters not cured shall be deemed
Permitted Exceptions. If at any time after Tenant receives the initial Commitment, Tenant
discovers new Title Defects not present in the initial Commitment, Tenant shall have the right to
deliver a supplemental notice of such new Title Defects to Landlord within thirty (30) days
following Tenant's discovery of such Title Defects. Landlord shall notify Tenant within ten (10)
days following its receipt of any supplemental notice of Title Defects which, if any, Landlord
will attempt to cure and if Landlord declines to cure, or if Landlord agrees to cure but fails to
cure such new Title Defects to Tenant's reasonable satisfaction within thirty (30) days after
receipt of Tenant's supplemental notice, then Tenant shall have the right to terminate the Lease
(notwithstanding that Tenant may have already delivered the Notice of Election) or Tenant may,
in its discretion, waive such objections and continue under the Lease.
6.6. Tenant's Election to Proceed. If Tenant has determined that it does not wish to
terminate the Lease in accordance with Section 6.3, Section 6.4 or Section 6.5, it will deliver to
Landlord on or before the expiration date of the Inspection Period the executed notice of election
attached hereto as Exhibit C (the "Notice of Election"). Tenant's failure to deliver the Notice of
Election by such time will be construed as its election to terminate the Lease on the final day of
the Inspection Period.
6.7. Closing. If Tenant has not terminated this Lease and the Lease has not been
automatically terminated in accordance with Section 6.6, Landlord and Tenant will proceed to
close (the "Closing") Tenant's purchase of the leasehold title insurance policy that is the subject
of the Commitment (the "Title Policy") within thirty (30) days of the date Tenant delivers the
Notice of Election.
(a) At the Closing, the Landlord shall duly execute and deliver to the Title Company:
(i) any curative documents necessary to cure the Title Defects which Landlord
agreed to cure, if any, to the extent not already recorded; and
(ii) any documents and instruments required from Landlord under the Commitment
as a condition to the issuance of the Title Policy or otherwise reasonably requested by
the Title Company.
(b) At the Closing, the Tenant shall pay the premium for the Title Policy, and shall duly
execute and deliver to the Title Company any documents and instruments required
from Tenant under the Commitment from the Tenant as a condition to the issuance of
the Title Policy or otherwise reasonably requested by the Title Company.
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If necessary to conform the legal description of the Land or as otherwise required by the
Title Company, the Parties shall also duly execute and deliver at Closing an amendment to this
Lease correcting any errors in the legal description.
6.8 Acceptance of Premises Disclaimer:
A. TENANT ACKNOWLEDGES THAT IT IS LEASING THE PREMISES "AS
IS" WITH ALL FAULTS AS MAY EXIST IN, ON, OR UNDER THE PREMISES,
INCLUDING BUT NOT LIMITED TO DEBRIS, MULCH, CONCRETE AND
CONSTRUCTION MATERIALS LOCATED AT THE PREMISES,AND THAT NEITHER
LANDLORD, NOR ANY EMPLOYEE OR AGENT OF LANDLORD, HAS MADE ANY
REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF SUCH
PREMISES.
B. TENANT HEREBY WAIVES ANY AND ALL CAUSES OF ACTION,
CLAIMS, DEMANDS, AND DAMAGES BASED ON ANY WARRANTY, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF
SUITABILITY FOR A PARTICULAR PURPOSE, ANY AND ALL WARRANTIES OF
HABITABILITY, AND ANY OTHER IMPLIED WARRANTIES NOT EXPRESSLY SET
FORTH IN THIS LEASE.
C. TENANT ACKNOWLEDGES AND AGREES THAT TENANT HAS BEEN
PROVIDED, TO ITS SATISFACTION, THE OPPORTUNITY TO INSPECT THE
PREMISES FOR ANY DEFECTS AS TO THE SUITABILITY OF SUCH PROPERTY FOR
THE PURPOSE TO WHICH TENANT INTENDS TO USE THE PREMISES, AND IS
RELYING ON ITS OWN INSPECTION.
D. TENANT ACKNOWLEDGES THAT ANY AND ALL STRUCTURES AND
IMPROVEMENTS EXISTING ON THE PREMISES ON THE COMMENCEMENT DATE,
IF ANY, ARE ACCEPTED "AS IS" WITH ANY AND ALL LATENT AND PATENT
DEFECTS AND THAT THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY
LESSOR WITH RESPECT THERETO. TENANT ACKNOWLEDGES THAT IT IS NOT
RELYING UPON ANY REPRESENTATION, STATEMENT OR OTHER ASSERTION BY
LANDLORD WITH RESPECT TO ANY EXISTING STRUCTURES OR
IMPROVEMENTS,BUT IS RELYING ON ITS EXAMINATION THEREOF.
E. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE
EXPIRATION OR EARLIER TERMINATION OF THIS LEASE.
ARTICLE 7: PERMITTING AND FEES; AND REZONING
Subject to Tenant complying with all applicable laws, Landlord agrees to cooperate with
Tenant to expeditiously process permits, including plat applications, zoning, site plan
applications, building permit applications, building and construction inspections required for the
Premises to be in a state of completion. Tenant shall be responsible to pay all applicable
permitting fees. Landlord agrees to pursue rezoning of Premises for use of the Land as a
regional youth sports complex consistent with the Intended Purpose. In the event the rezoning is
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not approved,then this Lease may be terminated by Tenant upon 30 days written notice as Tenant's
sole and exclusive remedy.
ARTICLE 8: CONSTRUCTION OF IMPROVEMENTS; REPAIRS AND
MAINTENANCE; ALTERATIONS AND IMPROVEMENTS
8.1. Construction of Improvements. Tenant shall use good faith efforts, subject to
events beyond Tenant's reasonable control which render its performance hereunder
commercially impracticable, to construct or cause to be constructed on the Land the buildings
and other site improvements needed from time to time and as determined in Tenant's sole
discretion (including any monument or pylon signs) for the Intended Use (collectively, the
"Improvements"), subject to the provisions and requirements of this Lease and of all government
agencies having jurisdiction thereover. Tenant will perform all construction, including alterations
and improvements referenced below in material compliance with all applicable laws, statutes,
ordinances, codes, rules, regulations, and directives (collectively, "Laws"), including, but not
limited to, the Americans with Disabilities Act, the Military Airport Zoning Ordinance and
ordinances of the Joint Airport Zoning Board, and only after obtaining and maintaining in full
force and effect all necessary licenses and permits. The construction and installation of the
Improvements by Tenant shall be completed in a good and workmanlike manner. The cost of the
Improvements and any fines imposed for failure of Tenant to comply with applicable Laws shall
be borne solely by Tenant.
8.1.1. Specific Improvements. Specifically, the Improvements shall consist of the
following:
• 6 outdoor fields for soccer, lacrosse, and flag football
• 8 baseball/softball diamonds, capable of adjusting for age of participants and
particular sport
• 10 sand volleyball pits
• Concessions at fields and fieldhouse
• Children's outdoor play area
• Fieldhouse that will host a minimum of 6 full-size basketball courts, 12 volleyball
courts, and a cheer area
• Outdoor Picnic Area
• 5,000 square foot restaurant
• Admissions and Administration offices
8.1.2. Performance Milestones — Tenant agrees to complete the following performance
milestones by the dates shown below with all dates running from the Effective Date. The
determination of tenant's successful compliance with these Performance Milestones is within the
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sole determination and discretion of the Director of Parks and Recreation, whose approval shall
not be unreasonably withheld. Tenant agrees to provide Director of Parks and Recreation with
documentation of completion of each Performance Milestone, subject to review and approval of
Director of Parks and Recreation. Failure to timely and successfully complete a Performance
Milestones shall be considered an "Event of Default" and subject to further action under Article
15.
8.1.2.A. The Coastal Bend Community Foundation Tracts have been conveyed to
SQH by third party owner within six (6) months from the Effective Date.
8.1.2.B. Within six months from the Effective Date, Tenant demonstrates to the
satisfaction of the Director of Parks and Recreation that all utilities for the Premises have
been approved in accordance with the Unified Development Code.
8.1.2.C. Tenant secures funding for construction of Improvements listed above
within nine (9) months from the Effective Date.
8.1.2.D. Tenant completes final design of complex within 13 months from the
Effective Date.
8.1.2.E. Tenant begins construction of complex within 14 months from the
Effective Date.
8.1.2.F. Tenant substantially completes construction Of complex within 27 months
from the Effective Date.
8.1.2.G. Tenant begins operations of major components of complex within 29
months from the Effective Date.
Notwithstanding anything in this Lease to the contrary, the Parties agree and understand that
failure to enter into a mutually agreeable utility line agreement to provide proper utilities to the
Premises within six months from the Effective Date shall be grounds for either party to terminate
this Lease upon written notice, and at no cost or liability to the other party.
8.1.3 Construction at the Premises
A. No construction or modifications may be made at the Premises, and no drilling,
excavation, or penetration of the soil surface may be conducted at the Premises without the prior
written approval of the Director of Parks and Recreation ("Director"), whose approval shall not
be unreasonably delayed. Tenant shall not make any additions or alterations to the Premises or
to any Improvements without the Director's prior written approval. If approved, Tenant must
obtain clearance, in writing, from the City's Risk Management Department ("Risk
Management") that the proposed addition or alteration will be covered under the insurance
policy in force during the term of this Lease before proceeding with any type of addition or
alteration to the Premises or to the Improvements.
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B. All additions or alterations must be made at Tenant's expense. Tenant must provide
proof to the Director of sufficient funds on hand to complete the construction. All additions or
alterations installed by Tenant must be repaired or replaced at Tenant's expense and may be
removed by Tenant at the expiration or termination of the Lease only if they may be removed
without damaging the Premises or any Improvements. All additions or alterations made by
Tenant which are not removed at the expiration or termination of this Lease become the property
of the City without necessity of any legal action.
C. The plans and specifications for all additions or alterations shall be prepared by state-
licensed architects or engineers. The Improvements must be designed and constructed to meet
American Sports Builder Association guidelines and American Society for Testing Material
standards, and all applicable laws, statutes, ordinances, codes, rules, regulations and directives,
collectively,"Laws",including but not limited to,the Americans with Disabilities Act,the Military
Airport Zoning Ordinance and ordinances of the Joint Airport Zoning Board. The plans and
specifications must provide for shielded lighting at the Premises.The plans and specifications must
be approved in writing by the Director of Engineering Services or designee prior to construction.
The plans and specifications must be prepared to ensure that any runoff from the Premises does
not negatively impact Oso Creek.
D. A payment bond is required for construction contracts that exceed$25,000. A performance
bond is required for construction contracts that exceed$100,000. The bond(s) shall be made with
the City as the obligee.
E. Lessee shall ensure that an indemnity clause acceptable to the City is included in all
construction contracts.
F. All construction contracts must be approved in writing by the Director of Engineering or
designee. All construction contracts must include terms regarding the City's ability to inspect,
reject and accept the work.
G. Tenant shall include in all construction contracts for the Improvements, in large, bold face
text: "Contractor does hereby agree to release, indemnify, defend and hold harmless City
of Corpus Christi, and all of its officials,officers, agents and employees,in both their public
and private capacities, from and against any and all liability, claims, losses, damages, suits,
demands or causes of action including all expenses of litigation and/or settlement, court
costs and attorney fees which may arise by reason of injury to or death of any person or for
loss of,damage to,or loss of use of any property occasioned by error, omission, or negligent
act of contractor, its officers, agents, employees, subcontractors, invitees or any other
person arising out of or in connection with the performance of the construction contract,
and contractor shall at his or her own cost and expense defend and protect the City of
Corpus Christi from any and all such claims and demands."
H. Tenant shall also require the contractors in all construction agreements for the
Improvements to furnish insurance in such amounts as specified in the attached insurance
exhibit.
8.2. Repairs and Maintenance. Subject to the provisions of Article 11, Tenant
agrees that during the Term it will, at its expense and without any expense to Landlord, promptly
make all necessary repairs to or replacements of the Improvements and all parking areas,
sidewalks, curbs, lawns, lighting, irrigation and landscaping on the Land, and maintain the
Premises and the Improvements, in accordance with all applicable Laws, and in good condition
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and repair. Tenant shall, at all times during the Term, assure that the Premises and the
Improvements are in compliance with all applicable Laws. Tenant shall not commit waste with
respect to the Premises. The Parties intend that Landlord have no obligation, in any manner
whatsoever, to repair and maintain the Premises or the Improvements or any equipment therein
or thereon, whether structural or non-structural, during the Term, all of which obligations are
intended to be imposed on Tenant.
8.3. Alterations and Improvements. After construction of the agreed Improvements
as shown on the Site Plan, Tenant may, at its expense and with the prior written consent of
Landlord acting through its City Manager (i) make changes or alterations, structural or
otherwise, to the Premises and to the exterior and interior of the Improvements; and (ii) erect,
construct or install upon the Land buildings and improvements in addition to those now or
hereafter located thereon.
8.4. Ownership of Buildings, Improvements, and Fixtures. Any and all buildings,
improvements, additions, alterations, and fixtures, except Trade Fixtures (as defined herein),
constructed, placed, or maintained on any part of the Premises during the Term shall be
considered part of the real property of the Premises and shall remain on the Premises and become
the property of Landlord on termination of this Lease.
8.5. Right to Remove Trade Fixtures. Tenant shall have the right at any time during
Tenant's occupancy of the Premises, or within a reasonable time thereafter, to remove any and
all Trade Fixtures (as defined herein), owned or placed by Tenant, its sublessees or licenses, in or
on the Premises, or acquired by Tenant, whether before or during the Term, but prior to the
termination of the Lease. Tenant must repair any damage to the Premises to any buildings or
improvements on the Premises resulting from such removal. Any such personal property items
which are not removed by the termination date of the Lease shall become the property of
Landlord as of that date.
8.6. Naming and Other Rights.
A. Tenant shall have the full right to provide a name or names for the regional youth sports
complex during the Term of this Lease; provided, however, that except for city names which are
incorporated into the brand name of any nationally or regionally offered product or service (such
as, by way of example and not limitation, "Seattle's Best" coffee, or "Boston Market" goods),
Tenant shall display no reference to any country or to any city other than the City in any signage,
advertising, and other identification monuments or visible media containing the name used by or
identifying the regional youth sports complex facility on the Premises.
B. Tenant agrees to use a name for the regional youth sports complex that is appropriate for a
City-owned facility.
C. Within thirty (30) days after the Tenant's disclosure to the City of the name of the regional
youth sports complex, the City shall have the right to disapprove and thus prohibit such name for
the regional youth sports complex (including the name for any part of the regional youth sports
complex) if the City Council reasonably deems such name to be in bad taste or offensive to the
City's image or a potential source of embarrassment to the City.
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D. Any advertising, documents or media information prepared by or within the control of
Tenant describing any event at the regional youth sports complex shall identify the City as the
location of the regional youth sports complex.
E. Without limiting the foregoing, Tenant shall have the exclusive right to contract with any
person with respect to use and enjoyment of such name for the regional youth sports complex
and the exclusive right to enter into such agreements with others whereby such others may
display names, logos, trademarks, advertisements, slogans, emblems, brand names, and the like
in or about the Premises.
F. Tenant reserves the right to change the name of the regional youth sports complex from time
to time.
G. Tenant also retains exclusive control over, and the right to grant to others, the rights to
broadcasts to and from the Premises, regardless of the medium used (e.g. television, radio,
interne, satellite) and all revenues therefrom.
H. Any agreement executed by Tenant that sells the right to name the regional youth sports
complex shall provide that should the party to whom said right has been sold perform or be the
subject of any Act of Bankruptcy, Landlord shall have the right to immediately terminate such
agreement and have the right to seek a new agreement with respect to the naming rights for the
regional youth sports complex.
I. Notwithstanding anything herein to the contrary, the naming rights shall be subject to and
subordinate to this Lease Agreement.
ARTICLE 9: LIENS
Tenant shall keep the Premises free from any liens arising out of any work performed,
materials furnished or obligations incurred by Tenant, and shall indemnify, protect and hold
harmless Landlord from any liens and encumbrances arising out of any work performed or
materials furnished by or at the direction of Tenant. If, at any time during the Term, any interest
of Landlord or Tenant in the Premises becomes subject to a lien for labor or materials furnished
to Tenant in the repair or improvement of the Premises, within thirty (30) days after Tenant's
receipt of written notice informing Tenant of the recording of such lien, Tenant shall cause the
lien to be bonded or discharged, and shall otherwise defend and hold Landlord harmless on
account thereof, provided, however, that if Tenant desires in good faith to contest the validity or
correctness of any such lien, it may do so, and Landlord shall cooperate to whatever extent may
be necessary, provided only that Tenant shall defend and indemnify Landlord against any costs,
loss, liability or damage on account thereof, including reasonable attorneys' fees. The interest of
Landlord in the Premises shall not be subject to liens for improvements made by or for the
account of Tenant, for which Tenant shall provide due notice to all parties who provide any
services or materials with respect to any work on the Premises.
ARTICLE 10: INSURANCE AND INDEMNITY
10.1. Tenant's Insurance. Tenant shall obtain, maintain and keep in force, or cause to
be obtained, maintained and kept in force, for the period commencing upon delivery of the
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Premises to Tenant and continuing thereafter during the Term, insurance as required by the
attached Exhibit "G"—Tenant's Insurance Requirements.
10.2. Exculpation of Landlord. It is expressly understood and agreed by and between
Landlord and Tenant that Landlord shall have no liability for damage or injury to any person or
property in, on or about the Premises or the Improvements caused by or resulting from acts or
omissions of any tenant, occupant, licensee or invitee of or on the Premises, unless (i) such
damage or injury is caused by or results from the negligence or willful misconduct of Landlord
or Landlord's agents, employees, representatives, or contractors and (ii) Landlord is responsible
for such damage under the Texas Tort Claims Act. Nothing in this Lease shall waive any
defenses or immunities available to Landlord.
10.3. Tenant's Indemnification of Landlord.
NOTWITHSTANDING THE LIMITS OF INSURANCE SPECIFIED HEREIN,
TENANT SHALL INDEMNIFY AND HOLD LANDLORD, ITS OFFICERS, AGENTS
AND EMPLOYEES ("INDEMNITEES") HARMLESS OF, FROM, AND AGAINST ALL
CLAIMS, DEMANDS, ACTIONS, DAMAGES, LOSSES, COSTS, LIABILITIES,
EXPENSES, AND JUDGMENTS RECOVERED FROM OR ASSERTED AGAINST
INDEMNITEES ON ACCOUNT OF INJURY OR DAMAGE TO PERSON OR
PROPERTY TO THE EXTENT ANY DAMAGE OR INJURY MAY BE INCIDENT TO,
ARISE OUT OF, OR BE CAUSED, EITHER PROXIMATELY OR REMOTELY,
WHOLLY OR IN PART, BY AN ACT OR OMISSION, NEGLIGENCE, OR
MISCONDUCT ON THE PART OF THE INDEMNITEES OR ON THE PART OF
TENANT, OR ANY OF TENANT'S AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, VENDORS, PATRONS, GUESTS, LICENSEES, OR INVITEES
("INDEMNITORS") ENTERING UPON THE PREMISES, WITH THE EXPRESS OR
IMPLIED INVITATION OR PERMISSION OF TENANT, OR WHEN ANY INJURY OR
DAMAGE IS THE RESULT, PROXIMATE OR REMOTE, OF THE VIOLATION BY
INDEMNITEES OR INDEMNITORS OF ANY LAW, ORDINANCE, OR
GOVERNMENTAL ORDER OF ANY KIND, OR WHEN THE INJURY OR DAMAGE
ARISE OUT OF, OR BE CAUSED BY, EITHER PROXIMATELY OR REMOTELY,
WHOLLY OR IN PART, BY AN ACT OR OMISSION, NEGLIGENCE, OR
MISCONDUCT ON THE PART OF INDEMNITORS UNDER THIS AGREEMENT.
THESE TERMS OF INDEMNIFICATION ARE EFFECTIVE WHETHER THE
INJURY OR DAMAGE MAY RESULT FROM THE SOLE NEGLIGENCE,
CONTRIBUTORY NEGLIGENCE, OR CONCURRENT NEGLIGENCE OF
INDEMNITEES, AND IN ALL CASES WHERE INDEMNITEES' ACTIONS ARE
DIRECTLY RELATED TO THE USE OF THE PREMISES, BUT NOT IF THE
DAMAGE OR INJURY RESULTS FROM GROSS NEGLIGENCE OR WILFULL
MISCONDUCT ON INDEMNITEES.
TENANT COVENANTS AND AGREES THAT IF ANY OF THE INDEMNITEES
ARE MADE A PARTY TO ANY LITIGATION AGAINST TENANT OR IN ANY
LITIGATION COMMENCED BY ANY PARTY, OTHER THAN TENANT, RELATING
TO THIS AGREEMENT OR RELATING TO THE PREMISES, TENANT SHALL
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DEFEND INDEMNITEES UPON RECEIPT OF REASONABLE NOTICE REGARDING
COMMENCEMENT OF LITIGATION.
10.4. Tenant's Property. All property belonging to Tenant or its agents, employees,
invitees or otherwise and located at or in the Premises or the Improvements shall be kept at the
risk of Tenant only, and Landlord shall not be liable for damage thereto or theft,
misappropriation or loss thereof and Tenant agrees to defend and hold Landlord and Landlord's
agents, employees and servants harmless and indemnify them against third-party claims and
liability for injuries to such property.
ARTICLE 11: DAMAGE AND DESTRUCTION
Except in the case of a casualty loss which occurs in the last two (2) years of the Term or
during the Option Term, if the Improvements or any part thereof are damaged or destroyed by
fire or other casualty, this Lease shall continue in full force and effect. If, during the last two (2)
years of the Term or during the Option Term, any of the Improvements shall be damaged by fire
or other casualty to the extent that, in Tenant's reasonable judgment, the Premises are not usable
in its damaged condition for the conduct of Tenants business, Tenant may, upon written notice to
Landlord, elect to terminate this Lease, in which event all proceeds of the insurance payable in
respect for pertaining to the Improvements shall belong to and be paid to Landlord with
reduction for any deductible. If Tenant elects to terminate this Lease due to casualty loss which
occurs in the last two (2) years of the Term, Tenant shall so notify Landlord within thirty (30)
calendar days after the date of such casualty, whereupon this Lease shall terminate as of the later
to occur of: (i) Tenant's vacation and surrender of the Premises, and (ii) Landlord's receipt of
such termination notice. If Tenant terminates this Lease, Tenant shall not be required to repair
any damage resulting from such casualty. If the Improvements are damaged or destroyed by fire
or other casualty in years 1 through 38 of the Lease, or during the Option Term, then the parties
will develop a mutually agreed upon schedule for reconstruction of the Improvements at the
Premises, which schedule shall take into account sufficient time necessary for third party
processing of Tenant's insurance claims.
ARTICLE 12: CONDEMNATION
12.1. Complete Taking. If the whole of the Premises and/or Improvements are taken
for any public or quasi-public purpose by any lawful power or authority by the exercise of the
right of condemnation or eminent domain ("Taking"), then this Lease shall terminate as of the
earlier of the date that title vests in the condemnor or the date that the condemnor takes
possession of the property so taken ("Date of Taking"). In such event, all charges payable
hereunder shall be prorated and paid to the Date of Taking. Installation of City utilities upon or
across the Premises does not constitute a Taking for purposes of this Lease.
12.2. Partial Taking Rendering Premises "Untenantable." If a Taking by any
lawful power or authority by the exercise of the right of condemnation or eminent domain of a
portion of the Premises or Improvements or a portion of any access drive or curb cut adjacent to
the Premises necessary, in Tenant's sole but reasonable judgment, for the Intended Use, occurs
and such Taking renders the entire Premises and/or Improvements "untenantable," as such term
is hereinafter defined, then Tenant shall have the right to terminate this Lease, as of the Date of
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Taking, by giving written notice of such termination to Landlord within ninety (90) days after the
date of Tenant's receipt of notice from the condemnor of the Date of Taking. Installation of City
utilities upon the Premises does not constitute a Taking for purposes of this Lease.
In the event of termination of this Lease in accordance herewith, all charges payable
hereunder shall be prorated and paid to the Date of Taking.
For purposes of this Article 12, "untenantable" shall be deemed to refer to a situation in
which any Improvement(s) or any parking spaces, driveways or access ways, or other
improvements on or included in the Premises, or adjacent to the Premises, that may have been
displaced by the Taking cannot, in the sole discretion of the Tenant, be relocated, restored or re-
routed upon the portions of the Land that remain after the Taking in a commercially reasonable
manner that results in an economically viable operation of the Intended Use, thereby causing the
Premises and/or Improvements to be unsuitable for Tenant to carry on the Intended Use as
contemplated by this Lease. In the event that a Taking of any portion of the Premises and/or
Improvements occurs which renders the entire Premises and/or Improvements "untenantable,"
and Tenant fails to terminate this Lease within the time period provided above, then this Lease
shall continue in full force and effect.
12.3. Partial Taking Not Rendering Premises "Untenantable". In the event of a
Taking of any portion of the Premises and/or Improvements which does not render the Premises
and/or Improvements "untenantable," as defined above, all charges shall be abated for a
reasonable period of time, not to exceed one hundred fifty (150) days after Tenant's receipt of
the condemnation award, in order to allow Tenant to make any alterations and/or improvements
that in the sole discretion of Tenant are necessary to relocate, restore or re-route any
Improvements or parking spaces, driveways or access ways, or other improvements on or
included in the Premises which were displaced by the Taking. Following the completion by
Tenant of any such improvements, repairs, restoration or alterations to the Premises and/or
Improvements that may be necessary as a result of any such Taking, the abatement of charges
provided for herein shall cease, and all other charges shall again be assessed against the Premises
as provided for hereinabove.
Notwithstanding anything to the contrary in the foregoing, Tenant, after Tenant's receipt
of the condemnation award, shall have an affirmative obligation to exercise all reasonable efforts
in order to perform any construction, repairs, restoration or alterations to the Premises and/or
Improvements that may be necessary to relocate, repair, restore or re-route any Improvements or
parking spaces, driveways or access ways, or other improvements on the Land that may have
been displaced by the Taking, and which can be, in the sole discretion of Tenant, relocated,
repaired or re-routed upon the portions of the Premises that remain after the Taking in a
commercially reasonable manner that results in an economically viable operation of the Intended
Use.
12.4. Allocation of Condemnation Award. The condemnation award payable with
respect to any Taking of all or a part of the Land and/or Improvements shall be made available to
Tenant to pay for the relocation, re-routing or construction and completion of any replacements,
restoration, alterations and improvements, but Tenant shall not be obligated to expend an amount
greater than the amount awarded to Landlord and Tenant on account of the taking of the
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Improvements, exclusive of that portion of the award attributable to the taking of the Land. If
the amount awarded to Landlord and Tenant on account of the Taking is not sufficient to permit
Tenant to so alter, repair and restore the Premises and/or Improvements, Tenant, at Tenant's
discretion, may give notice to Landlord of such deficiency within thirty (30) days after the Date
of Taking and Landlord may elect to contribute the amount of the deficiency to the cost of the
repair and restoration or to terminate this Lease. Landlord shall notify Tenant of its election
within thirty (30) days after the date on which Landlord receives the notice of deficiency from
Tenant. If Landlord elects to terminate this Lease, the termination shall be effective as of the
Date of Taking and all Rent and other charges payable hereunder shall be prorated and paid to
the date of termination. The condemnation award received by Landlord and Tenant shall be
otherwise allocated as set forth below.
If a Taking of the whole or a part of the Premises and/or Improvements shall occur, then
Landlord shall have the unqualified right to pursue its remedies against the condemnor for the
full value of Landlord's fee interest and other property interests in and to the Premises and/or
Improvements. Similarly, Tenant shall have the unqualified right to pursue its remedies against
the condemnor for the full value of Tenant's leasehold interest, moving and relocation expenses,
and other property interests in and to the Premises and/or Improvements. If the laws of the State
of Texas allow or require the recovery from the condemnor to be paid into a common fund or to
be paid to Landlord only, and if such recovery is so paid into a common fund or to Landlord
only, then the recovery so paid shall be apportioned between the Parties according to the value of
their respective property interests as they existed on the date of the Taking, giving due
consideration to the number of years remaining in the Term and the condition of the
Improvements and any other improvements on the Land. The provisions of this Section 12.4
shall survive any termination of this Lease pursuant to the provisions of Article 12.
ARTICLE 13: BANKRUPTCY
If, at any time during the Term, bankruptcy, insolvency or other similar proceedings shall
be instituted by or against Tenant, whether or not such proceedings result in an adjudication
against Tenant or should a receiver of the business or assets of Tenant be appointed, such
proceedings or adjudication shall not affect the validity of this Lease so long as the Rent and the
other terms, covenants and conditions of this Lease on the part of Tenant to be performed are
performed, and in such event this Lease shall remain in full force and effect in accordance with
its terms.
ARTICLE 14: ASSIGNMENT AND SUBLETTING
Except for a Permitted Transfer (defined herein), Tenant may not assign this Lease or
sublet the Premises, in whole or in part, without obtaining the prior written consent of Landlord
in each instance, which consent shall not be unreasonably withheld or delayed. Landlord's
consent shall not be considered unreasonably withheld or delayed if the proposed transferee's
financial net worth is less than that of Tenant. Landlord's failure to approve or disapprove any
assignment or sublease request within thirty (30) business days shall be deemed to be Landlord's
approval of such request. For purposes of this Lease, a "Permitted Transfer" shall include an
assignment of this Lease or a sublease of the Premises, in whole or in part, an entity controlled or
majority-owned by Tenant or any successor resulting from a reorganization of, or merger with,
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Tenant. In the event of a Permitted Transfer, the assignee or sublessee, as applicable, shall
assume in writing all present and future obligations of Tenant under this Lease, and upon such
assumption the Tenant shall have no further obligations under this Lease other than those that
accrued prior to the effective date of the Permitted Transfer.
Except in the case of a Permitted Transfer, Tenant shall remain fully liable hereunder for
any obligation of Tenant arising under this Lease, whether past, present or future; provided,
however, that Tenant's liability shall be limited to obligations of Tenant arising during the initial
Term of the Lease (or any remaining Option Term if the assignment or sublease occurs during an
Option Term) and Tenant shall have no liability for any obligations arising during a subsequent
Option Term elected by the assignee or sublessee. Any assignee or sublessee hereunder shall
expressly assume in writing all obligations on Tenant's part to be performed under this Lease
from and after the effective date of the assignment or subletting.
Notwithstanding anything in this Lease to the contrary, Tenant may enter into any type of
sublease, license or any other type of agreements with third parties relating to any retail,
equipment supplies, sports medicine, restaurants or any other types of operations in connection
with the Intended Use.
ARTICLE 15: EVENTS OF DEFAULT; REMEDIES
15.1. Events of Default. The occurrence of any one or more of the following events
(each an"Event of Default") shall constitute a default and breach of this Lease by Tenant:
If Tenant fails to perform any of Tenant's obligations or breaches any covenant or
representation or warranty under this Lease for a period of sixty (60) days after written
notice from Landlord (the "Cure Period").
15.2. Remedies. Upon the occurrence of an Event of Default, and at any time
thereafter, at Landlord's option, and without limiting Landlord in the exercise of
any other rights or remedies which Landlord may have at law or in equity by
reason of such breach, if such Event of Default shall not have been cured during
such Cure Period, Landlord may terminate this Lease by giving written notice to
Tenant of Landlord's election to so terminate, re-enter the Premises and take
possession of the same, and expel or remove Tenant and all other parties
occupying the Premises and/or Improvements, and remove all property of Tenant
and store such property in a public warehouse or elsewhere at the cost of and for
the account of Tenant without being deemed guilty of trespass. In such event, and
subject at all times to the law of the State of Texas pertaining to and/or dictating
the duty of a landlord to mitigate damages in the event of a tenant's breach of a
lease, Landlord shall thereupon be entitled to recover from Tenant all costs to
remove Tenant's personal property and return Premises to good condition.
ARTICLE 16: QUIET ENJOYMENT AND TITLE AND OPERATIONS AT THE
PREMISES
16.1. Covenant of Quiet Enjoyment. Subject to the terms of this Lease, upon paying
the Rent and performing the other terms, covenants and conditions of this Lease on
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Tenant's part to be performed, Tenant shall and may peaceably and quietly have, hold,
occupy, possess and enjoy the Premises during the Term. However, Landlord retains the
right to use or cross the Premises with utility lines and easements needed for utility
operations. Landlord must use reasonable judgment in locating the utility lines and
easements to minimize damage to the Premises. Landlord exercises these rights without
compensation to Lessee for damages to the Premises from installing, maintaining,
repairing, or removing the utility lines and easements. In addition, Landlord's vehicles
including solid waste vehicles shall have emergency use of roads on the Premises to
allow Landlord access through the Premises.
16.2. Right to Possession. Landlord covenants, warrants and represents that: (i) as of
the Effective Date, Landlord alone will have the full right to lease the Premises for the Term and
as set forth in this Lease, and (ii) the Premises are now unoccupied and tenant-free, and (iv)
Tenant shall have at all times during the term absolute, tenant-free possession of the Premises.
16.3 Operations at the Premises. Tenant's use and operations of the Premises shall
be in compliance with all applicable Federal, State and local laws and regulations. Tenant shall
ensure that its activities at the Premises shall not negatively impact Oso Creek. Tenant agrees to
comply with the following regarding its operations at the Premises:
16.3.1. Tenant shall be the exclusive manager and operator of the Regional Youth Sports
Complex and shall have the exclusive right to contract for its use during the Term in a manner
that will promote and further the purposes for which the Regional Youth Sports Complex has
been constructed. Tenant shall do all things and take all commercially reasonable actions
necessary for the operation and maintenance of the Regional Youth Sports Complex in
accordance with this Lease and in a manner generally consistent with the operation and
maintenance of the comparable facilities as of the Effective Date, subject to normal wear and
tear. Without limiting the foregoing, Tenant is authorized to and shall:
A. charge and collect all operating revenue, parking use charges, concession revenue and
seat and suite use charges for the Regional Youth Sports Complex and Premises and, in
connection therewith, use all commercially reasonable efforts to obtain all fees, rents and other
amounts due from concessionaires and other users of the Regional Youth Sports Complex and
Premises, and shall cause notices to be served upon such users to quit and surrender space
occupied or used by them where desirable or necessary in the opinion of Tenant and shall ask
for, demand, collect and give receipts for all amounts which at any time may be due from any
licenses and other users of the Regional Youth Sports Complex and Leased Premises;
B. prepare and submit to the Landlord (for its review and comment but not approval) on
or before September 30 each year, a renewal and replacement account budget projecting the
estimated capital repair work expenditures for the Regional Youth Sports Complex;
C. commence, defend and settle in good faith such legal actions and proceedings
concerning the operation of the Regional Youth Sports Complex (except for City events) as are
necessary or required in the opinion of Tenant and shall retain legal counsel in connection
therewith;
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D. employ, pay and supervise all personnel that Tenant determines to be necessary for
the operation of the Regional Youth Sports Complex (such personnel, during the course of such
employment shall be employees of Tenant and shall not be employees of Landlord); determine
all matters with regard to such personnel, including without limitation, compensation, bonuses,
fringe benefits, hiring and replacement and shall prepare, on its own behalf and file when due, all
forms, reports and returns required by law relating to the employment of such personnel;
E. purchase and maintain all materials, tools, machinery, equipment and supplies deemed
necessary by Tenant for the operation of the Regional Youth Sports Complex;
F. maintain the Regional Youth Sports Complex in accordance with comparable facilities
subject to normal wear and tear, and maintain and operate the Regional Youth Sports Complex in
compliance with all requirements necessary for the conduct of all games;
G. prepare, coordinate, implement, revise as necessary and administer a preventative
maintenance plan and program for the Regional Youth Sports Complex, its machinery and
equipment, and provide a maintenance log for each calendar year of this Lease;
H. from and after the Effective Date, arrange for and provide all utility and other services
for the Regional Youth Sports Complex and pay or cause to be paid when due all charges for
water, sewer, gas, light, heat, telephone, electricity, and other utilities and services rendered to or
used on or about the Regional Youth Sports Complex;
I. maintain or cause to be maintained all necessary licenses, permits and authorizations
for the operation of the Regional Youth Sports Complex;
J. furnish to the Landlord such reports and other information concerning the condition of
the Regional Youth Sports Complex and operation thereof (excluding any financial operating
results or other information deemed commercially sensitive by Tenant) as may be reasonably
requested from time to time by the Landlord, it being understood, however, that Tenant shall not
be required to generate any special reports but rather just make available to Landlord any reports
already prepared by Tenant in the normal conduct of its business;
K. procure and negotiate contracts with concessionaire(s) for the operation of
consumable and/or non-consumable concessions at the Regional Youth Sports Complex (unless
Tenant shall self-operate such concessions); and
L. control the issuance and issue all credentials for events at the Regional Youth Sports
Complex.
M. As additional consideration for this Lease, Tenant shall allow Landlord the right to
use the Regional Youth Sports Complex for City of Corpus Christi sponsored activities that
specifically benefit the Corpus Christi community, for example, a sporting event coordinated
through the City Parks & Recreation Department ("City Activities") free of any facility rental or
admission charge, as follows: one weekday City Activity and one full weekend City Activity.
Further, no more than one City Activity may be held within a calendar month and no more than
two City Activities may be held during any calendar year. Any City Activity shall be scheduled
with Tenant at mutually agreeable dates.
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ARTICLE 17: TRADE FIXTURES
Anything contained in this Lease to the contrary notwithstanding, Landlord
acknowledges, consents and agrees that all furniture, machinery and equipment which are
installed or placed in, on or about the Improvements or the Premises by Tenant, its agent, or its
tenants or assigns ("Trade Fixtures"), whether affixed to the Premises, the Improvements, or
otherwise (excluding heating, ventilating, and air conditioning system, and all electrical,
mechanical, and plumbing systems and components thereof that constitute an integral part of the
Improvements), shall be and at all times remain the property of Tenant or its tenant or assigns
and may be removed at any time during the Term or upon the expiration or earlier termination of
this Lease, whether or not such Trade Fixtures may be regarded as property of Landlord by
operation of law or otherwise. Landlord hereby waives any rights it may have arising under
Subchapter B of Chapter 54 of the Texas Property Code with respect to the Trade Fixtures.
Tenant shall promptly cause any damage to the Improvements caused by such removal to be
repaired at no cost to Landlord, including performing any work that may be required to restore
the Improvements to a complete architectural unit, such as, by way of example only, restoring an
exterior wall section left open after removal of equipment that theretofore served to complete the
wall section. Landlord further agrees that, upon expiration or earlier termination of this Lease,
Tenant shall have the right to remove from the Premises and the Improvements all signs and
other distinctive features of the business on the Premises and the Improvements. Tenant shall, at
its expense, repair any damage caused by such removal.
ARTICLE 18: LEASEHOLD MORTGAGE
Tenant may encumber by an appropriate Security Instrument its leasehold interest in the
Premises, together with all Improvements placed on the Premises by Tenant, as security for
indebtedness of Tenant, provided that Tenant shall refrain from encumbering or purporting to
encumber, by means of any such Security Instrument or otherwise, the Landlord's fee interest in
the Land. Landlord shall cooperate with Tenant and Tenant's lender with respect to any
reasonable request to perfect such lender's rights in Tenant's leasehold interest in the Premises.
In addition, if Tenant notifies Landlord of the existence of any such Security Instrument, the
terms and conditions set forth on Exhibit E attached hereto (the "Mortgagee Protection
Provisions") shall be deemed to have been incorporated into this Lease and Landlord shall
comply therewith and abide thereby.
ARTICLE 19: HAZARDOUS SUBSTANCE OR WASTE
19.1. Definitions.
a. "Environmental Laws" means (i) the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA"); the Emergency Planning and
Community Right-to-Know Act; the Hazardous Materials Transportation Act; the Toxic
Substances Control Act; the Occupational Safety and Health Act of 1970; the Federal Water
Pollution control Act, the Solid Waste Disposal Act; the Clean Air Act; the Clean Water Act; the
Safe Drinking Water Act; the Resource Conservation and Recovery Act (including, without
limitation, Subtitle I relating to underground storage tank systems); and the Federal Insecticide,
Fungicide and Rodenticide Act, (ii) regulations promulgated under any of the above statutes; (iii)
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any applicable federal, state or local statute, ordinance, rule or regulation, or any common law,
that relates to environmental conditions, human health, industrial hygiene, Hazardous Substances
or underground storage tank systems; in each case, as amended; and (iv) the applicable terms and
conditions associated with any permit issued to and held by Landlord or Tenant pursuant to any
of the foregoing.
b. "Governmental Entity" means any federal, state or local governmental
authority or regulatory agency, including, but not limited to, any Environmental Agency (defined
below).
c. "Hazardous Substances," for purposes of this Lease, shall be interpreted
broadly to include, but not be limited to, any material or substance that is defined or classified
under federal, state or local laws as: (i) a "hazardous substance" pursuant to Section 101 of
CERCLA or Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. § 1321, as now
or hereafter amended; (ii) a "hazardous waste" pursuant to Section 1004 or Section 3001 of the
Resource Conservation and Recovery Act, 42 U.S.C. § 6903, 42 U.S.C. § 6921, as now or
hereafter amended; (iii) a toxic pollutant under Section 307(1)(a) of the Federal Water Pollution
Control Act, 33 U.S.C. § 1317(1)(a); (iv) a "hazardous air pollutant" under Section 112 of the
Clean Air Act, 42 U.S.C. § 7412, as now or hereafter amended; (v) a"hazardous material" under
the Hazardous Material Transportation Act, 49 U.S.C. § 1802(2), as now or hereafter amended;
(vi) toxic or hazardous pursuant to regulations promulgated now or hereafter under the
aforementioned laws; or (vii) presenting a risk to human health or the environment under other
applicable federal, state or local laws, ordinances, or regulations, as now or as may be passed or
promulgated in the future. "Hazardous Substances" shall also mean any substance that, after
release into the environment and upon exposure, ingestion, inhalation or assimilation, either
directly from the environment or directly by ingestion through food chains, will or may
reasonably be anticipated to cause death, disease, behavior abnormalities, cancer or genetic
abnormalities. "Hazardous Substances" specifically includes, but is no limited to, asbestos,
polychlorinated byphenyls (PCBs), petroleum and petroleum-based derivatives, and urea
formaldehyde.
d. "Release" means any presence, release, deposit, discharge, emission,
leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping,
disposing or other movement of Hazardous Substances.
19.2. Landlord's Representation and Warranty. Landlord has no actual knowledge
of the presence or disposal on the Premises, of any Hazardous Substance. To the best of available
records Landlord has no actual knowledge, without inquiry, of any contamination of the
Premises from any Hazardous Substance as may have been disposed of or stored on neighboring
tracts.
19.3. Tenant Indemnification. Tenant for its part, agrees to indemnify, defend (with
counsel reasonably acceptable to Landlord) and hold Landlord and its managers, employees, and
agents harmless from any claims, judgments, damages, penalties, fines, liabilities, losses and
costs and expenses which arise during or after the Term from or in connection with the presence
of Hazardous Substances introduced by Tenant during the Term and those Hazardous Substances
introduced during the Term by any of Tenant's shareholders, directors, officers, partners,
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1 �
members, managers, employees, or agents in, on, under or over the Premises, including the soil,
groundwater or soil vapor on or under the Premises, unless the Hazardous Substances are present
solely as a result of the negligence or willful misconduct of Landlord, managers, employees,
agents, independent contractors, guests or invitees. Without limiting the foregoing, but in
addition thereto, Tenant shall be solely responsible for the cleanup of such Hazardous Substances
and such remediation of the Premises as may be required under or by virtue of any
Environmental Law, and to the extent the cleanup of such Hazardous Substances and
remediation of the Premises is required by Environmental Law. Tenant shall undertake and
complete such cleanup and remediation in a prompt and diligent manner in accordance with
Environmental Law and other applicable Requirements of Law.
19.4. Survivability. Without limiting the generality of the provisions of Section 19.2,
Section 19.3, and Section 19.4, each of the representations and warranties, and indemnifications
provided herein shall survive the expiration, termination or cancellation of this Lease and shall
specifically cover costs and expenses incurred in connection with any investigation of site
conditions, and any clean-up, remedial, removal and restoration work required by Environmental
Law because of the presence or suspected presence of toxic or hazardous substances, including,
without limitation, oil, gas and petroleum products, in, on, under or over the Premises, including
the soil, groundwater or soil vapor on or under the Premises.
ARTICLE 20: REAL ESTATE COMMISSIONS
The Parties represent and warrant to each other that they have not employed nor engaged
any brokers, consultants or real estate agents to be involved in this transaction. The
representations and covenants contained in this Article 20 shall survive the expiration of the
Term (or any extension(s) thereof) or earlier termination of this Lease.
ARTICLE 21: NOTICES AND DEMANDS
All notices and demands of any kind which either Party may be required or may desire to
serve upon the other Party in connection with this Agreement shall be in writing, signed by the
Party or its counsel identified below, and shall be served (as an alternative to personal service)
by certified mail, overnight courier service or confirmed facsimile transmission during normal
business hours (followed promptly by personal service or mailing of a hard copy), at the
addresses set forth below:
To Landlord: City of Corpus Christi
Attn: City Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
Facsimile No.: (361) 826-3839
Telephone No.: (361) 826-3220
To Tenant: SQH Sports &Entertainment
Attn.: Derrick Hegmon
16035 University Oak
San Antonio, TX 78249
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� 1
Facsimile No.: (210) ?ii I c553
Telephone No.: (210) 341-8877
With copy to: Porter, Rogers, Dahlman & Gordon, P.C.
Attn.: R. Bryan Stone
800 N. Shoreline, Suite 8005
Corpus Christi, TX 78401
Facsimile No.: (361)880-5844
Telephone No.: (361)880-5830
Any such notice or demand so served shall constitute proper notice hereunder upon delivery, if
personally served, three (3) business days following deposit with the United States Postal Service
if mailed, or one (1) business day following deposit with an overnight courier if couriered, or by
confirmation of receipt of the facsimile if faxed. If the time period by which any notices, acts or
payments required hereunder must be delivered, performed or paid expires on a Saturday,
Sunday or legal holiday, then such time period shall be automatically extended to the close of
business on the next business day. Telephone numbers have been included in this Article 22 as a
matter of convenience and imply no obligation or right to give or receive notice other than in
writing as required by this Lease.
ARTICLE 22: GENERAL PROVISIONS
22.1. Binding on Successors. All of the covenants, agreements, provisions and
conditions of this Lease shall inure to the benefit of and be binding upon the Parties hereto, their
successors, legal representatives and assigns.
22.2. Severability. If any term or provision of this Lease or the application thereof to
any person or circumstance shall be invalid or unenforceable, to any extent, the remainder of this
Lease, or the application of such term or provision to persons or circumstances other than those
as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Lease shall be valid and enforceable to the maximum extent permitted by law.
22.3. Entire Agreement. This Lease and the exhibits attached hereto contain the entire
agreement between the Parties concerning the subject matter hereof, and shall not be modified in
any manner except by a document executed by the Parties hereto or their respective successors in
interest.
22.4. Captions. The captions used in this Lease are inserted as a matter of convenience
only, and in no way define, limit or describe the scope of this Lease or the intentions of the
Parties hereto, and shall not in any way affect the interpretation or construction of this Lease.
22.5. No Waiver. A waiver by Landlord or Tenant of any breach of any provision of
this Lease shall not be deemed a waiver of any breach of any other provision hereof or of any
subsequent breach by Tenant or Landlord of the same or any other provision.
22.6. Holdover. If Tenant holds over after the Term with the express consent of
Landlord, such holding over shall be construed to be a tenancy from month-to-month only. The
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foregoing provision shall not affect Landlord's right of reentry or any rights of Landlord
hereunder or as otherwise provided by law.
22.7. Time of Essence. Except as specifically provided to the contrary herein, time is
of the essence with regard to every provision of this Lease and the exhibits attached hereto.
22.8. Governing Law. This Lease shall be governed by and construed in accordance
with the laws of the State of Texas.
22.9. Counterparts. This Lease may be executed in any number of counterparts, each
of which shall be deemed an original but all of which shall constitute one and the same
document.
22.10. No Third Party Rights. The terms and provisions of this Lease shall not be
deemed to confer any rights upon, nor obligate any Party hereto to, any person or entity other
than the Parties hereto.
22.11. Interpretation. Each Party has had the opportunity to participate in the
negotiation and drafting of this Lease and has had the opportunity to have the Lease reviewed by
its own legal counsel. The rule of interpretation requiring that any ambiguities be interpreted
against the drafting party shall not apply to this Lease.
22.12. Short Form Lease. The Parties shall execute and record within five (5) business
days following the Effective Date a short form of this Lease, substantially in the form attached
hereto as Exhibit D (the "Memorandum"). In no event shall this Lease be recorded in its
entirety. In the event this Lease should terminate as a result of a failure of any contingency or as
a result of Tenant's election not to give the Notice of Election, Tenant agrees to promptly deliver
to Landlord a termination of the Memorandum as necessary to provide record notice that this
Lease has terminated. If necessary to conform the legal description of the Land or as otherwise
required by the Title Company, the Parties shall duly execute and deliver at Closing an
amendment to the Memorandum correcting any errors in the legal description.
22.13. Estoppel Certificates. Landlord and Tenant agree that, within fifteen (15)
business days after receipt of a written request from either to the other, the Party receiving the
request will execute and deliver to the other a certificate in form and substance mutually
acceptable to the Parties certifying: (i) that this Lease is unmodified and in full force and effect,
or, if modified, stating the nature of the modifications and that, as so modified, this Lease is in
full force and effect; (ii) the date to which the Rent and other charges hereunder are paid in
advance, if any; (iii) the then-scheduled expiration date of the Term and the duration of any
unexercised, unexpired Option Term; (iv)that, to the certifying Party's knowledge, as of the date
of the certificate, there are no uncured defaults hereunder on the part of the requesting Party or
specifying such defaults as are claimed by the certifying Party; and (v) as to such other matter as
may be reasonably requested by the requesting Party.
22.14. Due Authorization. Each person executing this Lease on behalf of Landlord and
Tenant, respectively, warrants and represents that the Party for whom he or she is acting has been
duly formed, is in good standing, and has duly authorized the transactions contemplated herein
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1
and the execution of this Lease by him or her and that, when so executed, this Lease shall
constitute a valid and binding obligation of the Party on whose behalf it is so executed.
22.15. Relationship of Parties. Nothing contained in this Lease shall be deemed to
create a partnership or joint venture between Landlord and Tenant, and Landlord and Tenant's
relationship in this Lease shall be deemed to be one of landlord and tenant only.
22.16. Authorization.
a. Tenant hereby acknowledges, confirms and agrees that it is a duly
incorporated corporation in accordance with the laws of the State of Texas and that it is in good
standing under the laws of its state of incorporation. Tenant further acknowledges, confirms and
agrees that it has been authorized by all necessary corporate action to enter into this Lease, that
the entry into this Lease by Tenant and performance of all obligations to be performed by Tenant
hereunder will not violate the terms of any governing documents of the Tenant, or any other
agreements or arrangements to which the Tenant may be a party, and that the individual
executing this Lease on behalf of the Tenant is duly authorized to do so.
b. Landlord hereby acknowledges, confirms and agrees that it is a duly
created and existing municipal corporation and home rule municipality of the State of Texas under
the laws of the State of Texas and is duly qualified and authorized to carry on the governmental
functions and operations as contemplated by this Lease.
22.17. Incorporation of Exhibits. All exhibits attached to this Lease are hereby
incorporated herein as though set forth in full in this Lease itself.
22.18. Anti-Terrorism Warranties. Landlord represents and warrants that Landlord is
not, and shall not become, a person or entity with whom Tenant is restricted from doing business
with under regulations of the Office of Foreign Asset Control ("OFAC") of the Department of
the Treasury (including, but not limited to, those named on OFAC's Specially Designated and
Blocked Persons list) or under any statute, executive order (including, but not limited to, the
September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With
Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action
and is not and shall not engage in any dealings or transaction or be otherwise associated with
such persons or entities. Tenant represents and warrants that Tenant is not, and shall not become,
a person or entity with whom Landlord is restricted from doing business with under regulations
of OFAC of the Department of the Treasury (including, but not limited to, those named on
OFAC's Specially Designated and Blocked Persons list) or under any statute, executive order
(including, but not limited to, the September 24, 2001, Executive Order Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
Terrorism), or other governmental action and is not and shall not engage in any dealings or
transaction or be otherwise associated with such persons or entities.
22.19. Right of First Refusal regarding Lease for Optional Land. Prior to Landlord's
execution of a lease agreement regarding the Optional Land, and subject to Tenant's successful
completion of all performance milestones, and Tenant's successful construction and operation of
a Regional Youth Sports Complex with Improvements as described herein and shown on the Site
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Plan in Exhibit A, Landlord shall provide Tenant with written notice as provided in this section.
If Landlord shall receive a bona fide offer for the lease for any portion of the Optional Land
during the term of this lease agreement and the offer shall be acceptable to Landlord, Landlord
shall give Tenant the right to lease the Optional Land for the intended purpose of Tenant's
expansion of the Regional Youth Sports Complex or for use as an irrigation pond, at the price
and on the terms of the offer so made, subject to final approval of the City Council and
compliance with applicable provisions of the City Charter. This right shall be extended by
Landlord giving written notice of the offer by registered mail to Tenant, requiring Tenant to sign
a lease agreement within thirty days after the mailing of the notice, such final lease approval to
be subject to final approval by City Council. This right of first refusal is contingent upon
Tenant's successful completion of performance as listed in Article 8 above.
22.20 Publication. Tenant shall pay costs to publish this Lease Agreement as required
by the City Charter.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties have executed this Lease Agreement to be
effective as of the Effective Date defined above.
LANDLORD:
hprevsi tiLa I Do CITY OF CORPUS CHRISTI,
�s to brat a home-rule municipal corporation
L Z-641t.
Asst `stint Ott! torney Attest:
For City f tion y Name: �C 1A -v'
Title: City Secretary
CITY OF CORPUS CHRISTI
By:ilialt4tho C'•
Name: M -410C. oW
Title: City Mai'Yager
Date: HAS. 147
TENANT:
�n ,�,,.►.. SQH SPORTS & ENTERTAINMENT,
-- INC., a Texas corporation
sy cpUNCll�..� ..
SECRETARY By:
Name: C'� A1- 6./726
Title:
Title: G_DO
Date: /gyp. aGJ(®
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EXHIBIT A
SITE PLAN
A- 1
iimr� n
litxl t utitiutulttt,7 pi- '1'111:14
if�TlitSS1(ilijlm:tnf tti m!n
f�..i1.i it.th)Htftilttttmlitllfutxths9•itisl2(I111•.
PRELIMINARY SITE PLAN
rci Copy Right. All rights reserved. SQH Sports & Entertainment, Inc. and PMG Retail & Entertainment, Inc. 2016
SQ,.H
SWIM l Ereertawnem, pc
•
EXHIBIT B
LEGAL DESCRIPTION
[to be inserted]
B- 1
Regional Youth Sports Complex
Lease Area
STATE OF TEXAS
COUNTY OF NUECES
BEING a tract of land containing 67.69 Acres of land out of the North 100 Acres of the Bertha Morgan Homestead
Tract, Fractional Section D,Laureles Farm Tracts as Recorded in Volume 3, Page 15 of the Map Records of Nueces
County,Texas. This 67.69 acre tract being more fully described by metes and bounds as follows:
Beginning at a Found 1"Iron Pipe on the east boundary line of the F. V. Arnim 215.54 acre tract , said Section D,
for the southwest corner of said north 100 acres of the Bertha Morgan Homestead Tract,being the southwest corner
of this tract;
Thence,North 18°04'02"East partially along the common boundary line of said F.V. Arnim Tract and the west
boundary line of said Bertha Morgan Homestead Tract,at 1,574.61 feet pass a Found 3i"Iron Pipe, in all a distance
of 2,149.63 feet to a Set 5/8 inch iron rod with City of Corpus Christi cap set for the northwest corner of this tract;
Thence,North 89°46'30"East a distance of 216.16 feet to a Point on the edge of a brush line;
Thence,generally along said brush line the following courses and distances: South 14°5l'15"East a distance of
46.96 feet,South 38°26'06"East a distance of 168.96 feet,South 52°59'11"East a distance of 325.99 feet,South
00°50'01"East a distance of 161.95 feet,North 89°08'32"East a distance of 842.19 feet to a 58 inch iron rod with
City of Corpus Christi cap set for the northeast corner of this tract;
Thence, South 06°08'29"West along the westerly boundary line of land of David L.Galloway as recorded in
Volume 2207,Page 982 of the Deed Records of Nueces County,Texas,a distance of 634.09 feet to a Set 5/8 inch
iron rod with City of Corpus Christi cap;
Thence, South 04°02'31" East continuing along the westerly boundary line of land of said David L.Galloway a
distance of 122.30 feet to a Set 518 inch iron rod with City of Corpus Christi cap;
Thence,North 85°52'29"East continuing along the southerly boundary line of land of said David L.Galloway a
distance of 68.05 feet to a Set 5/8 inch iron rod with City of Corpus Christi cap on the westerly right-of-way line of
State Highway 286,a non-tangent curve concave to the southeast having a radius of 5,925.58 feet, a length of 77.76
feet,and a chord of South 18°16'00"West a distance of 77.76 feet;
Thence,with said circular curve and said right-of-way an arc distance of 77.76 feet to a Point;
Thence, South 17°53'29"West continuing along said right-of-way a distance of 709.98 feet to a Found 5/8 inch
iron rod,being the southeast corner of this tract;
Thence, South 89°15'39"West along the northerly boundary line of land of the Coastal Bend Community
Foundation as recorded in Document Number 2012001980 of the Official Public Records of Nueces County,Texas,
a distance of 1,870.98 feet to the Point of Beginning and containing 67.69 acres of land.
C Usmmntit°Documents parks ReymnaLSponsComplestReglonalSportswCemples.dons Paye i cr: ENTRE/
a1i�7'
Bearings based on the Texas State Plane Coordinate System,South Zone,NAD 83 as per shoreline survey of a
308.99 Acre Tract by Davis Pyle RPLS 4700 dated 05,26'1993.
STATE OF TEXAS
COUNTY OF NUECES
1, Russell D.Ochs,a Registered Professional Land Surveyor,hereby certify that the foregoing field notes were
prepared by me from a land survey made on the ground under my supervision.
This the 19th day of July,2016
Q��,�ST ea. •Qs
: RUSSELL J. OCHS.
L.S.
Russell D.Ochs,R.P.L.S.
' .e �52�t1 4`!
State of Texas License No.5241 C qo �Sstio?•'O
q-0SW:0, '•
ENT RED
9 i
C Alms sselkoDotmnmtYpvYa'AesiamFSporoComPicARegfonY$ports*C000lax.6oa Pape:vt:
89'46'30"E _ BEARINGS ARE BASED ON THE TEXAS
CITY OF 216.16's
S14'511151' COORDINATE SYSTEM. SOUTH ZONE. NAD 83
96F AS PER SHORELINE SURVEY OF A 308.99 ACRE
CORPUS CHRISTI, TX46TRACT BY DAVID PYLE RPLS 4700 DATED
DOC, #941343 ❑.P,R.N.C,T. 'ON'' 05/26/1993.
CP 61
'`96+Qs4 ,R5- ❑S❑ CREEK
Ory •.?' 9774 97f' cn
^� 98- F $I DAVID L. GALLOWAY
'4, o VOL. 2207, PG. 982
o D,R,N,C.T.
FOUND 3/4" io 7 N89'OS'32'E
IRON PIPE L :1
842.19'
SET 5/8' IRON ROD
o��
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) b
of
N
= LEASE AREA SO4'02'31'E
122.30' I
67.69 ACRES
N85'52'29'E
68.05'
CHORD =S18'16'00'W
• 77.76'
G' R = 5,925.58' _4
/ CO
`� L = 77.76` / •
•
CiO
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POINT OF BEGINNING
FOUND 1" IRON PIPE. FOUND 5/8' IRON ROD,----\ CZN
S89'15'39'141
FL
1870,98' Z
COASTAL BEND COMMUNITY FOUNDATION 1--
DOC. #2012001980 ❑.P.R,N.C.T,
��+7Er)
MAP TO ACCOMPANY FIELD NOTES. ."
300 0 300 600 0 — SET 5/8" IRON ROD.
M.R.N.C.T. — MAP RECORDS OF
Scale In Feet NUECES COUNTY, TEXAS.
LEASE AREA FORCITY of CORPUS CHRISTI, TEXAS
REGIONAL YOUTH SPORTS COMPLEX CA
OWNER: CITY OF CORPUS DOC. #941343 O.P.R.N.C.T. (� ) PUBLIC WORKS - ENGINEERING
BEING A TRACT OF LAND CONTAINING 67.69 ACRES OUT OF SURVEY ACTM7Y - 361-826-3500
THE NORTH 100 ACRES OF THE BERTHA MORGAN HOMESTEAD gate: 01/22/76
Fea.crTRACT, FRACTIONAL SECTION D, LAURELES FARM TRACTS AS teeats ,,-). is �SPOR� C+r'
\�po�aspe�
a ^Br, eats
RECORDED IN VOLUME 3, PAGE 15, MAP RECORDS OF ""ckid a {
NUECES COUNTY. TEXAS. P { r5 � 9ffLT r OF I
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EXHIBIT C
NOTICE OF ELECTION
/3 �' , 2016
City of Corpus Christi
Attn: City Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
Re: Ground Lease dated /3 --P , 2016 ("Lease") by and between City of
Corpus Christi ("Landlord") and SQH Sports & Entertainment, Inc. ("Tenant")
Gentlemen:
The undersigned is the Tenant under the Lease, and we are providing this notice to you
that we have satisfied or waived all the contingencies set forth in Article 6 of the Lease to be
satisfied before the expiration of the Inspection Period; provided, however, and notwithstanding
the foregoing, the Tenant does not waive its right to terminate the Lease under Section 6.5 of the
Lease. Capitalized terms not defined in this notice have the same meanings given to them in the
Lease.
Very truly yours,
SQH SPORTS & ENTERTAINMENT, INC.
By:
Name: s �/G�� /-47d/96N
Title: &e, i&. Vii
C- 1
EXHIBIT D
MEMORANDUM OF LEASE
Prepared By/Return To:
R.Bryan Stone
Porter Rogers Dahlman&Gordon, P.C.
800 N. Shoreline, Suite 800S
Corpus Christi,TX 78401
MEMORANDUM OF LEASE
STATE OF TEXAS )
)SS:
COUNTY OF NUECES )
1
This Memorandum of Lease is made the LI day of oc41 A✓ , 2016, by and between
CITY OF CORPUS CHRISTI, a home rule city, ("Landlord"), and SQH SPORTS &
ENTERTAINMENT,INC., a Texas corporation, ("Tenant").
RECITALS:
For good and valuable consideration, Landlord has leased to Tenant and Tenant has
leased from Landlord certain real property situated in Corpus Christi,Nueces County, Texas, and
certain rights appurtenant thereto, more particularly described on attached Exhibit A
("Premises") pursuant to that certain Lease Agreement dated effective Flrn4 2016 (the
"Effective Date").
The Lease provides for the following:
1. The Term of the Lease commenced on the Effective Date and will expire at
midnight on the fortieth (40th) anniversary of the Effective Date as defined in the Lease.
2. Landlord and Tenant may mutually agree to extend the term for up to four (4)
additional periods of five (5) years each.
3. Landlord agrees that from and after the Effective Date, Tenant may use the Land
for the construction and operation of a Regional Youth Sports Complex and any and all purposes
related thereto.
This Memorandum is not a complete summary of the Lease. Provisions in this
Memorandum shall not be used to interpret the provisions of the Lease, and, in the event of
conflict between this Memorandum and the Lease, the Lease shall control.
D- 1
IN WITNESS WHEREOF, the Landlord has executed and delivered this Memorandum
of Lease as of the date stated above.
LANDLORD:
CITY OF CORPUS CHRISTI,
a home-rule municipal corporation
Attest:Relx.e__fie, (-1-tt.E r ('1
Name:
Title: City Secretary
CITY OF CORPUS CHRISTI
By: Oa iZL J
Name: 44tp/Q> C- OZ €J
Title: City Manger
THE STATE OF TEXAS §
§
COUNTY OF N act §
Sf
q This instrument was acknowledged before me this I day of ,1,1,S , 201 ,
by ICS cE C ,PoSe; Cit, rCity of Corpus Christi, a home-rule m icipal corporation,
on behalof said corporatibfi.
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D-2
IN WITNESS WHEREOF, the Tenant has executed and delivered this Memorandum of
Lease as of the date stated above.
TENANT:
SQH SPORTS & ENTERTAINMENT,INC.,
a Texas corporation
By:
Name: iy.//%(/
Title: CO
THE STATE OF TEXAS §
COUNTY OF Be)(eve §
This instrument was acknowledged before me this I( qday of 10112Wobex , 2016,
by i l4c1 [DO of SQH SPORTS & ENTERTAINMENT, INC., a Texas
corporation, on be alf of said corporation.
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EXHIBIT E
MORTGAGEE PROTECTION PROVISIONS
"Collateral" shall mean: (i) the Lease; (ii) all or any part of Leasehold Interest, the
Improvements; and/or (iii) fixtures or other items of personal property on the Premises; that are
subject to a Mortgage.
"Improvements" shall mean the Improvements, as such term is defined in the Lease.
"Incurable Defaults" shall mean Events of Default that cannot be cured by the payment of
money or through the exercise of reasonable diligence.
"Lease" shall mean the Lease to which this Exhibit is attached.
"Leasehold Interest" shall mean the rights, title, estate, and interests of Tenant: (i) under the
Lease; and (ii) in and to the Premises.
"Mortgage" shall mean: (i) a mortgage, pledge, or grant of security interest granted by Tenant in
all or any part of: (A) the Lease; (B) all or any part of the Leasehold Interest, the improvements;
and/or (C) fixtures or other items of personal property on the Premises; and/or (ii) a collateral
assignment of the Lease and/or the Leasehold Interest.
"Mortgagee" shall mean a holder of a Mortgage, and all successors and assigns of such holder.
"Mortgagee Cure Period" shall mean the period that commences upon the Event of Default and
expires on the date that is ninety (90) days after the later of: (i)the expiration of the applicable
notice and/or cure period under the Lease or this Exhibit; or (ii) receipt of the Mortgagee Notice.
"Mortgagee Notice" shall mean a copy of any notice or demand required or permitted to be
made or delivered by Landlord to Tenant.
"Mortgagee Remedies" shall mean: (i) obtaining possession of all or any part of the Collateral;
(ii) obtaining a receiver for all or any part of the Collateral; (iii) foreclosing a Mortgage and
effecting a foreclosure sale of all or any part of the Collateral; (iv) enforcing a Mortgage and
effecting: (A) an assignment of the Lease and/or the Leasehold Interest; and/or (B) a transfer of
all or any part of the other Collateral; or (v) otherwise acquiring and transferring all or any part
of the Collateral.
"Permitted Termination" shall mean a termination of the Lease in accordance with the terms
and conditions of this Exhibit, after the rights of all Mortgagees under Sections 1 and 2 of this
Exhibit have expired.
"Replacement Lease" shall mean a replacement of the Lease entered into by and between
Landlord and the Replacement Tenant upon: (i) the purported termination of the Lease by
Landlord; and (ii) a request by the Replacement Tenant in accordance with the terms and
conditions of this Exhibit; which lease shall be: (i) effective as of the date of the purported
termination; and (ii) upon the same terms and conditions in effect under the Lease on the date of
the purported termination.
"Replacement Tenant" shall mean a Mortgagee that requests the execution of a Replacement
Lease in accordance with the terms and conditions of this Exhibit, its designee, or the purchaser
of the Lease and/or the Leasehold Interest at a foreclosure sale.
1. Mortgagee Rights. During all such times as there is a Mortgage outstanding, and
until Landlord has received written notices from each Mortgagee that its Mortgage has been
satisfied or otherwise released, the following terms and conditions shall apply:
(a) Tenant or each Mortgagee shall deliver written notice to Landlord when a
Mortgage becomes effective, which notice shall: (i) identify the Mortgagee with respect
to such Mortgage; and (ii) set forth the notice address for the Mortgagee with respect to
such Mortgage.
(b) Landlord shall deliver to each Mortgagee, at its notice address and in
accordance with the terms and conditions of the Lease, a Mortgagee Notice. No notice or
demand delivered by Landlord to Tenant shall be effective, unless and until a Mortgagee
Notice is served upon all Mortgagees in accordance with the terms and conditions of this
Section.
(c) If there is an Event of Default with respect to the failure to pay money,
then: (i) each Mortgagee shall have the right to remedy the Event of Default or cause the
Event of Default to be remedied, until the date that is forty-five (45) days after the latest
of: (A) the expiration of the applicable notice and/or cure period under the Lease; or
(B) receipt of the Mortgagee Notice; and (ii) Landlords acceptance of performance by
any Mortgagee as performance by Tenant.
(d) If there is an Event of Default with respect to any obligation other than the
failure to pay money, then: (i) each Mortgagee shall have the right to remedy the Event
of Default or cause the Event of Default to be remedied until the expiration of the
Mortgagee Cure Period; and (ii) Landlord shall accept performance by any Mortgagee as
performance by Tenant. Notwithstanding any other term or condition of the Lease or this
Exhibit, Landlord shall not exercise any of its rights and remedies under the Lease with
respect to such Event of Default, if: (i) within the first sixty (60) days after receipt of the
Mortgagee Notice, a Mortgagee notifies Landlord of its intention to cure the Event of
Default; and (ii) within the first seventy-five (75) days after receipt of the Mortgagee
Notice, the Mortgagee: (A) commences a cure of the Event of Default and diligently
pursues such cure to completion; or (B) commences the exercise or pursuit of one or
more of the Mortgagee Remedies, and: (1) after commencement of the exercise or
pursuit of the selected Mortgagee Remedies, diligently exercises or pursues such
Mortgagee Remedies; provided that, if the Mortgagee has commenced the exercise or
pursuit of the selected Mortgagee Remedies within seventy-five (75) days after receipt of
the Mortgagee Notice, and continues such exercise or pursuit, then, for a period of six (6)
months after the date on which the Mortgagee commenced the exercise or pursuit of the
selected Mortgagee Remedies, which period shall be extended as reasonably required by
the Mortgage, such exercise or pursuit by the Mortgagee shall be deemed to be diligent;
and (2) after obtaining or effecting the selected Mortgagee Remedies, commences a cure
of the Event of Default and diligently pursues such cure to completion. The Mortgagee
Cure Period shall be extended for the duration of any period when Landlord is prohibited
under this Subsection from exercising its rights and remedies with respect to an Event of
Default.
2. Replacement Lease. Notwithstanding anything to the contrary set forth in the
Lease, if: (i) Landlord purports to terminate the Lease for any reason; and (ii) within ninety (90)
days after the date of such purported termination, a Mortgagee requests that Landlord enter into a
replacement lease with respect to the Premises, then Landlord shall enter into the Replacement
Lease with the Replacement Tenant. Upon the execution of the Replacement Lease, the
Replacement Tenant shall pay or cause to be paid to Landlord all amounts owing from Tenant to
Landlord under the Lease, if any. Promptly after the execution of the Replacement Lease, the
Replacement Tenant shall: (i) commence a cure of any other uncured Events of Default that can
be cured: (A) by the payment of money; or (B) by the Replacement Tenant through the exercise
of reasonable diligence; and (ii) diligently pursue such cure to completion; provided that the
Replacement Tenant shall not be: (i)required to cure any Incurable Defaults; (ii) liable for or,
with respect to, any Incurable Defaults; or (iii) liable for any damages, losses, or expenses
(including, without limitation, attorneys' fees), incurred by Landlord in connection with any
uncured Events of Default that existed before, or at the time of, the purported termination. If a
Replacement Lease is executed, then, at the election of the Replacement Tenant: (i) the
purported termination shall be deemed to be void and unenforceable, and shall have no force or
effect as of the moment Landlord first acted to effect the purported termination; and (ii) the
Replacement Lease shall be deemed to be a continuation and supplement of the Lease for all
purposes.
3. Amendments. During all such times as there is a Mortgage outstanding, no
amendment, modification, supplement, surrender, cancellation, or termination of the Lease shall
be effective, unless all Mortgagees consent in writing to the amendment, modification,
supplement, surrender, cancellation, or termination of the Lease; provided that a Permitted
Termination shall be effective. Any attempted amendment, modification, supplement, surrender,
cancellation, or termination of the Lease without the consent of all Mortgagees, other than a
Permitted Termination, shall be void and unenforceable, and shall have no force or effect. If, in
connection with any attempts by Tenant to obtain mortgage financing from a prospective
mortgagee, such prospective mortgagee requires reasonable amendments, modifications, or
supplements of or to the Lease as a condition to closing such financing, then Tenant and
Landlord shall execute an lease amending, modifying, or supplementing the Lease as required by
the mortgagee; provided that such amendments, modifications, or supplements shall not:
(i) materially adversely affect Landlord, or the rights of Landlord under the Lease, in any
material respect; or(ii) reduce any obligations of Tenant under the Lease in any material respect.
4. Default Cures. No term or condition of the Lease or this Exhibit shall be deemed to:
(i) require any Mortgagee to satisfy any obligation of Tenant under the Lease, or cure any breach
by Tenant of its obligations under the Lease; or (ii) otherwise make any Mortgagee liable for any
such breach; except as expressly provided in Section 2 of this Exhibit after a Mortgagee becomes
the Replacement Tenant; provided that, if there are multiple Mortgages outstanding, then only
the Mortgagee that becomes the Replacement Tenant may be: (i) required to satisfy any
obligation of Tenant under the Lease, or cure any breach by Tenant of its obligations under the
Lease; or (ii) otherwise liable for any such breach; and then only to the extent of the express
provisions set forth in Section 2 of this Exhibit.
Regional Youth Sports Complex
Lease Area 30.22 Acres
STATE OF TEXAS
COUNTY OF NUECES
Fieldnotes for a tract of land containing 30.22 acres out of the North 100 acres of the Bertha
Morgan Homestead Tract, Fractional Section D, Laureles Farm Tracts as recorded in Volume 3,Page
15,Map Records of Nueces County,Texas.
Commencing at a found I"iron pipe on the east boundary line of the F. V. Arnim 215.54 acre tract,
said Section D, for the southwest corner of said North 100 acres of the Bertha Morgan Homestead Tract;
Thence,North 18°04'02"East,partially along the common boundary line of said F. V.Arnim Tract and
the west boundary line of said Bertha Morgan Homestead Tract,at 1,574.61 feet pass a found 3%4"iron
pipe, in all a distance of 2,149.63 feet to a set 5/8 inch iron rod with City of Corpus Christi cap;
Thence, North 89°46'30"East a distance of 216.16 feet to a 5'8 inch iron rod with City of Corpus
Christi cap set on the edge of a brush line for the Point of Beginning and corner of this tract;
Thence, with the westerly boundary of this tract, generally along said brush line,the following courses
and distances:
North 14°51'15" West,a distance of 344.94 feet;
North 13°33'21" East,a distance of 389.66 feet;
North 25°21'35"West,a distance of 191.92 feet;
North 74°18'01" West,a distance of 455.38 feet;
North 87°28'10" West,a distance of 510.00 feet to the south bank of the Oso Creek,the bed of
which is owned by the State of Texas, for the northwest corner of this tract;
Thence, with the meanders of said south bank of Oso Creek, same being the gradient between this tract
and said bed of Oso Creek,as shown on the shoreline survey of a 308.99 Acre Tract by David Pyle,
RPLS 4700,dated 05/26/1993, the following courses and distances:
North 64°05'50"East,a distance of 122.32 feet;
North 79°54'20" East,a distance of 256.63 feet;
North 87°32'18" East,a distance of 504.56 feet;
South 77°01'42" East,a distance of 282.44 feet;
South 63°02'27" East,a distance of 268.34 feet;
South 53°19'17" East,a distance of 181.07 feet;
South 47°28'03" East,a distance of 74.20 feet;
South 27°50'00" East,a distance of 154.42 feet;
South 19°19'27" East, a distance of 244.78 feet:
South 20°24'51" East,a distance of 255.95 feet;
South 23°44'43" East,a distance of 215.04 feet;
South 31°44'18" East,a distance of 362.77 feet;
South 38°38'17" East, a distance of 121.94 feet;
South 5l°13'00" East,a distance of 100.68 feet to a point on the west boundary of land of David
Galloway,as recorded in Volume 2207, Page 982, Deed Records of Nucces County,Texas, for the
northwest corner of said Galloway tract and a corner of this tract;
K Engmeermg Stine+,PROJECTS JN-YOUTH SPORTS CONIPLE\-201 g Reg r'ns:sportsComok c•F/S.10 22 ACRES DOC p I
Thence, South 06°08'28" West, leaving said gradient boundary,with the west boundary of said
Galloway tract,same being the east boundary of this tract, a distance of 60.67 feet to a 5'8 inch iron rod
with City of Corpus Christi cap set for the southeast corner of this tract;
Thence, South 89°08'32" West,with the south boundary of this tract, a distance of 842.19 feet to a point
on the edge of a brush line for the southwest corner of this tract;
Thence, with the westerly boundary of this tract,generally along said brush line, the following courses
and distances:
North 00°50'01" West,a distance of 161.95 feet;
North 52°59'11" West,a distance of 325.99 feet;
North 38°26'06" West,a distance of 168.96 feet;
North 14°51'15" West,a distance of 46.96 feet to the Point of Beginning and having an area of
30.22 acres of land.
Bearings based on the Texas State Plane Coordinate System, South Zone, NAD 83 as per shoreline
survey of a 308.99 Acre Tract by David Pyle, RPLS 4700, dated 05 26'1993.
STATE OF TEXAS
COUNTY OF NUECES
1, Russell D.Ochs,a Registered Professional Land Surveyor, hereby certify that the foregoing field
notes were prepared by me from a land survey made on the ground under my supervision.
This the 30'h day of May, 2017 - OF
i ,�-Q� * FO•tn�
o �} t.
• `� RUS 4 D. OCHS
Russell D.Ochs, R.P.L.S. .419Q 5241 ':=. f
y
State of Texas License No. 5241 • D�S1JR�
K Cogincctmg Sur.cy PROJE CTS JN•SOUIII SPORES(MIN.tiA•:C I S J«g Rcwon>lSlwnsComplc,R:30'.ACRES DOC to,e_t:l:
GRADIENT BOUNDARY AS PER
p"E 0S0 / SHORELINE SURVEY BY DAVID PYLE,
N64223 N79'54'20"E N87.3218„E RPLS 4700, DATED MAY 26, 1993
256.63 504.56' Si?.."---....
4 y
N87-217i0,, 282 2 E 012
w N� 44,
510.00' 44,861' �7 .• ::
SS y1, �� :.. '.i�
LINE TABLE1cr 3 N.1 ,....:,
LINE BEARING DISTANCE to w� ��, S
L1 563'02'27'E 268.34 1'3- P
L2 S53'19'17'E 181.07 _-Q r.p.
L3 S47.28'03'E 74,20 ^�
L4 S27'S0'00'E 154.42 I^� ca`°
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L5 S19'19'27'E 244.78 ^� ct) r-
L6 S23°4 4143"E 215,04 2 0
L7 S38'38`17'E 121.94 til
L8 S51'13'00'E 100.68 z I`'
LEASE AREA 1' o
L9 S06°08'28'1460,67 w P �,
L10 N00.50'01'W 161.95 11\ 30.22 ACRES
L11 N38'26'06'1%1 168.96 cn �,168.96 to `r =
_
SET 5/8' IRON ROD ---•N�8,*•46•30”,' *j�POINT OF BEGINNING
216'16' r`" ~SET 5/8' IRON RODo
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Scale In Feet NUECES COUNTY, TEXAS.
P,., LEASE AREA FOR Act CITY of CORPUS CHRISTI, TEXAS
'' REGIONAL YOUTH SPORTS COMPLEX ii.'i PUBLIC WORKS - ENGINEERING
°/,^OWNER: CITY OF CORPUS DOC. #941343 0.P.R.N.C_T.
BEING A TRACT OF LAND CONTAINING 30.22 ACRES OUT OF ncv
`; SURVEY ACTIVITY - 361-826-3500
rn:THE NORTH 100 ACRES OF THE BERTHA MORGAN HOMESTEAD pots as/JO/17 Fla. -)TXM+SPORTS CdPtEX-2073\
TRACT, FRACTIONAL SECTION D. LAURELES FARM TRACTS AS Pawn gr• R OCHS °igAe1910r"OP°' """'0"4
%RECORDED IN VOLUME 3, PAGE 15, MAP RECORDS OF Ofecbsd e"'a nES4OH
,5 d'IUECES COUNTY. TEXAS. P'D OANL tairx sPowfs=MIX y�T 7 Or 1
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I
EXHIBIT F
LEGAL DESCRIPTION OF OPTIONAL TRACT
(To be provided by City)
'
EXHIBIT G
TENANT'S INSURANCE REQUIREMENTS
(To be provided by City)
•
EXHIBIT G
INSURANCE REQUIREMENTS
TENANT'S LIABILITY INSURANCE
A. Tenant must not commence work under this contract until all insurance required has been obtained_and
such insurance has been approved by the City. Tenant must not allow any subcontractor, to commence
work until all similar insurance required of any subcontractor has been obtained.
B. Tenant must furnish to the City's Risk Manager and Parks and Recreation Director one (1) copy 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 by endorsement, and a waiver of
subrogation endorsement is required on GL,AL and WC if applicable.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 $1,000,000 Per Occurrence
including: $2,000,000 Aggregate
1. Commercial Broad Form
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
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
WORKERS'S COMPENSATION Statutory and complies with Part II of this
(All States Endorsement if Company is not Exhibit.
domiciled in Texas)
Employers Liability $500,000/$500,000/$500,000
C. In the event of accidents of any kind related to this contract, Tenant must furnish the Risk Manager with
copies of all reports of any accidents within 10 days of the accident.
I J
II. ADDITIONAL REQUIREMENTS
A. Applicable for paid employees, Tenant 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 statutory amounts
according to the Texas Department of Insurance, Division of Workers' Compensation. An All States
Endorsement shall be required if Tenant is not domiciled in the State of Texas.
B. Tenant shall obtain and maintain in full force and effect for the duration of this Contract,and any extension
hereof, at Tenant'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. Tenant shall be required to submit renewal certificates of insurance throughout the term of this contract
and any extensions within 10 days of the policy expiration dates. 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. Tenant 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,
Tenant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City
shall have the option to suspend Tenant'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 Tenant'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 Tenant to stop work hereunder,and/or withhold any payment(s)which become due to Tenant
hereunder until Tenant demonstrates compliance with the requirements hereof
G. Nothing herein contained shall be construed as limiting in any way the extent to which Tenant may be
held responsible for payments of damages to persons or property resulting from Tenant's or its
subcontractor's performance of the work covered under this contract.
H. It is agreed that Tenant'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
Parks &Recreation
Regional Youth Sports Complex
09/09/2016 my Risk Management
I-s
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. 2016-115014
SQH Sports&Entertainment Inc.
San Antonio,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 09/21/2016
being filed.
City of Corpus Christi Date Ackn ledged: I')s .„-
3 Provide the identification number used by the governmental entity or state agency to track or identify the ontra t,and provide a
description of the services,goods,or other property to be provided under the contract.
111
Ground Lease agreement between City of Corpus Christi and SQH Sports&Entertainment,Inc.
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
SQH Sports&Entertainment Inc. San Antonio,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
4 Y►p SU AN YANG
• Notary Pub ie,State of Texas
10
. 11/Commission
October 31,20�18
at< ID 8130011253
Signature of authori nt of contracting business entity
AFFIX NOTARY STAMP!SEAL. ABOVE ��(� y��� r J
Sworn to and subscribed before me,by the said Dex('t'-k- M t 1 V(1`r Re3w b V this the 2� day of ,
20 t � ,to certify which,witness my hand and seal of office. r
50"/ ►�.� Sr, PP,r56 1 Bowes
Signature of o cer admin to ng oath Printed name of officer administering oath Tide of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277