Loading...
HomeMy WebLinkAboutResolution - 4206 - Ground Lease Agreement - Midway Development Companies Inc - LIA - 07_22_1993: rf RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a lease by and between the City of Lubbock and Midway Development Company, Inc., for the purpose of constructing an air cargo handling building, such lease being attached herewith, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall. constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this Zed day of i� 4A 1993. DAVID "R.LA TON, MAYOR ATTEST: Ir L-Itc L"a,-L .Betty K. Johnson)t ecretary APP OVED AS TO CONTENT: ern E. Case, Director of Aviatlon APPROVE AS TO F RM: J Anthony i ams, Assistant ,ty Attorne AJW:dw/agenda-D1/14idway.res rev. July 14, 1993 . 2 T ►I I I 111RIMA THIS GROUND LEASE ("Lease") is made and entered into the date hereof, by and between the CITY OF LUBBOCK (hereinafter called "Lessor"), whose address is Route 3, Box 389, Lubbock, Texas 79401, and MIDWAY DEVELOPMENT COMPANY, INC. or its assigns (hereinafter called "Lessee"), whose address is 5200 San Felipe, Houston, Texas 77056. 1. Demise of Premises. In consideration of the rents, covenants and obligations herein stipulated to be paid, performed and discharged, Lessor hereby demises and leases to Lessee, and Lessee hereby takes and lets from Lessor, for the term here- inafter described, that certain tract or parcel of land more particularly described in Exhibit "A" attached hereto and made a part hereof for all purposes, (said tract or parcel of land being hereinafter called the "Leased Premises"). If Lessee has the Leased Premises surveyed, then, at Lessee's option, the parties shall execute a.recordable amendment by which a survey descrip- tion shall be inserted herein in lieu of the description contained in Exhibit "A", but Lessee shall not be obligated to lease less land than is described above. 2. Title and Condition. Lessor does hereby represent and warrant unto Lessee and Lessee's successors and assigns that Lessor is the owner of good and marketable fee simple title to the Leased Premises, and Lessor does hereby bind himself and his heirs and legal representatives to warrant and forever defend, all and singular, the title to the Leased Premises, subject, however, as aforesaid, against every person whomsoever lawfully claiming any part thereof during the Term of this Lease as hereinafter set forth. 3. Use of Leased premises. Lessee may from time to,time construct buildings and other improvements and structures appur- tenant thereto on the Leased Premises (herein called the "Improvements"), including a facility for Airborne Freight Corporation ("Airborne Facility"). So long as this Lease remains in effect, the Improvements shall be and shall remain the property of Lessee and shall not become a part of Lessor's fee estate. Upon termination (for whatever reason) of this Lease, title to the Improvements shall vest in Lessor, and Lessor shall thereafter own the Improvements free and clear of any rights, titles and interests of Lessee and free and clear of all liens or encumbrances covering only Lessee's leasehold estate hereunder and/or the Improvements. Lessee may occupy and use. the Leased Premises and the Improvements for any lawful purpose. 4. Permits. Lessee has entered into this Lease in the expectation of obtaining, after expiration of all applicable appeal periods, all permits, licenses, permissions, and/or other authorizations (hereinafter collectively called "Permits") necessary for the construction upon the Leased Premises of the Improvements, built according to Lessee's plans and specifica- tions (including without limitation septic tank(s) and/or sewer disposal system(s), if necessary, parking area(s), curb cut(s), sign(s), special service window, and any other improvement(s) deemed necessary or desirable by Lessee), and for the operation of the Improvements upon the Leased Premises seven (7) days a week. Lessee agrees to apply for Permits within 60 days after the execution date hereof. Lessee or Lessor may (but shall not be obligated to) cancel this Lease if after first application therefor, Permits are denied or are not obtained within one hundred eighty (180) days. 5. Term. Lessee shall have and hold the Leased Premises for a term ("Term") commencing on the date of last execution hereof and ending twenty (20) years from the date hereof. When the Term hereof is ascertainable and specifically fixed, or otherwise agreed to by Lessor and Lessee, Lessor and Lessee shall enter into a supplement, suitable for recording, which shall specify the actual date for the expiration of the original Term of this Lease and for the commencement of accrual of rent payable hereunder by Lessee. 6. Rent. Lessee covenants and agrees to pay to Lessor as rental for the Leased Premises during the Term of this Lease the rate of $.1005 per square foot per year, in monthly installments in advance in lawful money of the United States of America (herein called "Rent"). The first such monthly installment shall be due and payable on the first day of the calendar month following the last to occur of (i) the date upon which the Airborne Facility opens for business or (ii) the date that Lessor completes the improvements described in Paragraph 9(e) hereof. Thereafter, a monthly installment of Rent shall be due and payable on the first day of each succeeding calendar month thereafter during the full Term of this Lease. All Rent payable hereunder shall be payable to Lessor at Lessor's address set forth above or at such other place or to such other person as Lessor from time to time may designate to Lessee in writing. In the event that the commencement date of said rent shall be on a day other than the first day of the month, the first rental payment and last rental payment, if applicable, shall be adjusted for the proportionate fraction of the whole month. Lessee shall have the right to prepay the rent in whole or in part. The above rentals shall be adjusted upward or downward annually in direct proportion to the fluctuation in the Consumer Price Index published by the Bureau of Labor Statistics of the United States Department of Labor. For the purpose of computing all ( q adjustments, the Consumer Price Index as of January 1,93q shall be construed as the base and the first such adjustment shall be made on January 1,-1444--% figs Ground Lease Kidwap campanias--Page 2 Lessee covenants and agrees to pay and discharge when the same shall become due, as additional rent, all other amounts, liabilities and obligations which Lessee assumes or agrees to pay or discharge pursuant to this Lease, together with every fine, penalty, interest and cost which may be added for non-payment or late payment thereof. In the event of any failure by Lessee to pay or discharge any of the foregoing, Lessor shall have all rights, powers and remedies provided herein for the non-payment of the Rent. Lessee will also pay to Lessor on demand, as additional rent, interest at the rate of 10% per annum on all overdue installments of Rent and on all overdue amounts of additional rent relating to obligations which Lessor shall have paid on behalf of Lessee, in either case, from the due date thereof until paid in full. 7. Tries and Assessmentss compliance with ]'yaw. Lessee shall pay, when due: (i) all taxes, assessments (including assessments for benefits from public works or improvements, whether or not begun or completed prior to the commencement of the Term of this Lease and whether or not to be completed within said Term), levies, fees, water and sewer rates and charges, and all other governmental charges, general and special, ordinary and extra -ordinary, and whether or not the same shall have been within the express contemplation of the parties hereto, together with any interest and penalties thereon, which are:, at any time, imposed or levied upon or assessed against (a) the! Leased Premises or Improvements or any part thereof, (b) any Rent or additional rent reserved or payable hereunder or any other sums payable by Lessee hereunder, or (c) this Lease or the leasehold estate hereby created, or which arise in respect of the operation, possession, occupancy or use thereof, (ii) any gross receipts or similar taxes imposed or levied upon, assessed against or measured by the Rent, such additional rent or such other sums payable by Lessee hereunder, (iii) all sales and use taxes which may be levied or assessed against or payable by Lessor or Lessee on account of the acquisition, leasing or use of the Leased Premises or Improvements or any portion thereof and (iv) all charges for water, gas, light, heat, telephone, elec- tricity, power and other utility and communications services rendered or used on or about the Leased Premises or Improvements. Lessee shall not be required to pay any franchise, corporate, estate, inheritance, succession, transfer, income, profits or revenue taxes of Lessor (other than any gross receipts or similar taxes imposed or levied upon, assessed against or measured by the Rent, additional rent or any other sums payable by Lessee hereunder), or taxes of impositions imposed by the FAA. Lessee agrees to furnish to Lessor, within 20 days after written demand therefor, proof of the payment of all such taxes, assessments, levies, fees, rents and charges and all such utility and communi- cation charges which are payable by Lessee as provided in this paragraph or such other proof as may be required by Lessor. In the event that any assessment levied or assessed against the Leased Premises or Improvements or any part thereof, shall become due and payable during the Term of this Lease and may be legally Ground Lease KLdwap Companies --Page 3 paid in installments, Lessee shall have the option to pay such assessment in installments and in such event, Lessee shall be liable only for those installments which become due and payable during the Term of this Lease. If less than twelve (12).months of the Term of this Lease is included in any taxable year, Lessee shall only be liable for Lessee's proportionate share of any such taxes. Lessor agrees to execute such directions to the taxing authorities as may be necessary to have all statements and notices relating to the payment of taxes payable by Lessee hereunder to be mailed directly by such taxing authorities to Lessee. In the event any such statements or notices should be received by Lessor, Lessor shall forthwith deliver the same to Lessee. Lessor agrees to take all necessary action required to have the Leased Premises taxed separately and apart from any other real property owned by Lessor. S. Maintenance and Repair. Lessee covenants and agrees that Lessee will, at its sole cost and expense, keep and maintain the Improvements, including any altered, rebuilt, additional or substituted Improvements on the Leased Premises in good repair and appearance, except for ordinary wear and tear. Lessor shall not be required to maintain, repair or rebuild, or to make any alterations, replacements or renewals of any nature or descrip- tion to the Improvements or any part thereof. 9. Lessor's Warranties and Covenants. Lessor hereby covenants, represents and warrants as follows: (a) That Lessor shall, if necessary, join with Lessee to use its best efforts to obtain the approval of all public or governmental authorities as to all matters relating to zoning, subdivision, lot splits, special use permits or similar requirements for use of the Leased Premises as the Airborne Facility in accordance with Lessee's plans and specifications as will permit Lessee to obtain all necessary permits, licenses and approvals referred to hereinabove; and that Lessor shall pay and bear all costs for any off -site improvements and dedicate any easements required by any public authority as a condition to the granting of any approval or permit. (b) It is understood that all utilities are not at the Leased Premises. However, Lessor warrants and covenants that all water and gas mains, electric power lines, sanitary and storm sewers will be provided at the property line of the Leased Premises and available and adequate for Lessee's intended use; or, if the same are not available and ade- quate, Lessor agrees to extend utilities meeting Lessee's specifications to the Leased Premises within thirty (30) days from the date Lessee notifies Lessor that all necessary permits and approvals have been obtained and Lessee delivers its plans and specifications therefor. Ground Lease Midway Companies --Page 4 (c) That Lessor shall remove all existing encroachments and signs, if any, located on the Leased Premises, all of which shall be completed within thirty (30) days from the date that Lessee notifies Lessor that all necessary permits and approvals have been obtained. (d) That the Leased Premises are free and clear of, all tenancies, whether oral or written, and that Lessee shall have sole and actual possession from the date of execution hereof. (e) That Lessor will construct within ninety (90) days, at its own cost and expense, (i) paved access road to the Airborne Facility and within a reasonable time Lessor will, at its own cost and expense construct, (ii) an apron to provide airplane access to the Airborne Facility; and (iii) a fence surrounding the portion of the Airborne Facility adjacent to the apron. Lessor hereby acknowledges that Lessee is relying upon said covenants, representations and warranties in executing this Lease and that matters so represented and warranted are material ones. Lessor, accordingly, agrees that any breach of warranty or misrepresentation shall be grounds for Lessee to elect, at its option, to terminate this Lease. Lessor further agrees that it will use its best efforts to provide adequate access to Lessee's construction site as soon as possible. 10. Liens and Encumbrances. Lessee covenants not to suffer the estate of Lessor in the Leased Premises at any time during the Term to become subject to any lien, charge, or encumbrance whatsoever, and to indemnify and keep indemnified Lessor against all such liens, charges and encumbrances; it being expressly agreed that Lessee shall have no authority, expressed or implied, to create any lien, charge, or encumbrance upon the estate of Lessor in the Leased Premises. Lessor covenants not to suffer the estate of Lessee in the Leased Premises at any time during the Term to become subject to any lien, charge, or encumbrance whatsoever, and to indemnify and keep indemnified Lessee against all such liens, charges and encumbrances; it being expressly agreed that Lessor shall have no authority, expressed or implied, to create any lien, charge, or encumbrance upon the estate of Lessee in the Leased Premises. 11. Insurance. Lessee covenants and agrees at its own expense to insure and keep insured the Leased Premises and the Improvements constructed by Lessee thereon against loss or damage by fire by extended coverage for not less than eighty percent (80%) of their replacement value in responsible insurance companies licensed in the state in which the premises are located, such insurance to be made payable in case of loss to Lessee and Lessee's lender. Ground Lease Midway Companies --Page 5 Lessee shall also maintain and keep in force! for the mutual benefit of Lessor and Lessee general public liability insurance against claims for personal injury, death, or property damage occurring in, on or about the Leased Premises or sidewalks or premises adjacent to the Leased Premises to afford protection to the limit of not less than $500,000.00 in respect to any injury or death of a single person and to the limit of not less than $500,000.00 in respect to any one accident to the limit of $25,000.00 in respect to property damage. Lessee shall deliver to Lessor a certificate of said insurance and of renewals thereof from time to time during the Term of this Lease. Such insurance shall name Lessor and Lessee's lender as additional insureds. 12. Damage To Or Destruction of Improvements. If the Improvements on the Leased Premises shall be rendered untenantable by fire or other casualty during the last five (5) years of the original Term of this Lease or during any extension of the Term, to the extent of 50% or more of the insurable value of the Improvements, Lessee may, at Lessee's option to be evidenced by notice in writing given to Lessor within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease as of the date of the damage or destruction, whereupon Lessee shall pay to Lessor from the proceeds of its building insurance (subject to any rights of Lessee's lender) an amount equal to the lesser of the then present value of the remaining reserved rent as of the date of the casualty or all of the proceeds of the insurance and the right of recovery against insurers on policies covering such damage or destruction. 13. IIs0, Alterations and Title To Improvements. Notwithstanding any other provisions herein to the contrary, Lessee shall have the right to use and/or occupy the Leased Premises for any lawful purpose or purposes and to make, or permit any Sublessee to make alterations, additions and improvements to the Leased Premises from time to time, and all of such alterations, additions and improvements constructed by Lessee during the Term of this Lease and any extension thereof, shall be and remain the property of the Lessee or Sublessee, as the case may be, at all times during the Term of this Lease and any extensions or renewals thereof. Lessee and any Sublessee shall have the right to remove any such alterations, additions and improvements at any time during the Term of this Lease or any extension or renewal thereof, and for a period of thirty (30) days after the termination of this Lease, or any extension or renewal thereof, by lapse of time or otherwise and, for such purpose, to enter upon the Leased Premises. However, Lessee shall not be required to remove any such alterations, additions or improvements, and Lessee's failure to do so after the expiration of such thirty (30) day period shall be deemed to be an abandonment thereof whereby the same shall, thereupon, be and become part of the real estate with title thereto vesting in the Gro=d :daze Midvay Ccmpanies--Paae 6 owner of the land. In case of removal Lessee or any Sublessee occurring at or this Lease, as aforesaid, Lessee shall occupied by the Improvement so removed. of any Improvements by after the termination of level the area formerly 14. Assignment and Subletting. Lessee may at any time and from time to time, transfer or assign this Lease, in whole or in part or parts, or sublease all, or any part or parts, of the Leased Premises or Improvements, without obtaining Lessor's consent thereto. In the event of any such assignment or sublease, Lessee agrees to furnish to Lessor a duplicate original thereof within thirty (30) days thereafter. No such assignment or sublease shall affect or reduce any of the obligations of Lessee hereunder, and all such obligations shall continue in full effect as obligations of a principal and not as obligations of a guarantor or surety, to the same extent as though no assignment or subletting had been made. Except as otherwise expressly provided in this Lease, no such sublease or assignment shall impose any obligation on Lessor or otherwise affect any of the rights of Lessor under this Lease. 15. Mortgages by Lessee. Lessee may, at any time and from time to time during the Term of this Lease (subject to the limitations hereinafter set out), and without the consent of Lessor, mortgage or otherwise encumber Lessee's leasehold estate and Lessee's interest in the Improvements or either of them, to secure any indebtedness incurred by or loaned to Lessee, provided that (i) any such mortgage or other encumbrance is subject to the rights, titles and interests of Lessor in and to the Leased Premises pursuant to the terms and provisions of this Lease, including, without limitation, the right of Lessor to own the Leased Premises and the Improvements free and clear of all liens and encumbrances upon termination (for whatever reason) of this Lease, and all of the terms and provisions of this Lease; and (ii) any such indebtedness shall be payable in full on or before fifty-five (55) years after the commencement date of the Term of this Lease. In the event of any default by Lessee under the terms and provisions of this Lease, the owner or holder of any promissory note secured by any such mortgage or other encumbrance shall have the right to do and perform all acts or things which may be necessary or required to cure any such default by Lessee, and, in furtherance of this provision, Lessor covenants and agrees that if the holder of any such mortgage or other encum- brance notifies Lessor in writing that any such mortgage or other encumbrance has been executed and delivered by Lessee to it, together with the address to which it desires any notices or demands to be sent, then, Lessor will send to said holder at the address specified copies of all written notices and demands which may be served upon Lessee under the terms and provisions of this Lease or otherwise so that said holder will have thirty (30) days notice and opportunity to cure any default by Lessee hereunder. In the event of a termination of this Lease caused by default by Lessee that cannot be cured by Lessee's lender (e.g. defaults based on bankruptcy or insolvency by Lessee), Lessor agrees to Ground Lease Midway Companias--Page 7 enter into a new ground lease with Lessee's lender upon the same terms and conditions contained herein. Lessor further agrees not to amend or modify this Lease without the consent of Lessee's lender. There shall be no restriction on the amount of any such indebtedness or loan or on the use of the proceeds thereof. Nothing contained in this Lease shall be construed as constituting the consent or request of Lessor, expressed or implied, to any contractor, subcontractor, laborer, materialman or vendor to or for the performance of any labor or services or the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to the Leased Premises or Improvements or any part thereof. Notice is hereby given that Lessor will not be liable for any labor, services or materials furnished or to be furnished to Lessee, or to anyone holding the Leased Premises or Improvements or any part thereof through or under Lessee, and that no mechanic's or other liens for any such labor, services or materials shall attach to or affect the interest of Lessor in and to the Leased Premises or the Improvements. Lessor agrees upon written request from Lessee, to provide a written estoppel letter to Lessee's mortgagee setting forth the rights of Lessee's mortgagee to notice and opportunity to cure as set forth in this paragraph. 16. Lessons Right Of Re -Entry. If Lessee shall fail to pay any installment of Rent promptly on the day when the same shall become due and payable hereunder, and shall continue in default for a period of thirty (30) days after written notice thereof by Lessor to Lessee, Lessee's lender and any subtenant of Lessee, or if Lessee shall fail to promptly keep and perform any other affirmative covenants of this Lease strictly in accordance with the terms of this Lease and shall continue in default for a period of thirty (30) days after written notice thereof by Lessor of default and demand of performance to Lessee, Lessee's lender and any subtenant of Lessee, then and in any event, and as often as any such event shall occur, Lessor may (1) declare the said term ended, and enter into the Leased Premises and any Improvement, or any part thereof, either with or without process of law, and expel Lessee or any person occupying the same, using such force as may be necessary to do so which does not constitute a breach of the peace, and to repossess and enjoy said premises as in Lessor's former estate; and/or (2) re -let the Leased Premises or Improvements, applying said rent from the new tenant to this Lease, and Lessee shall be responsible for no more than the balance that may be due, should a balance exist. Anything hereinbefore contained to the contrary notwithstanding, if any default shall occur other than in the payment of money, which cannot with due diligence be cured within a period of thirty (30) days, and Lessee or Lessee's lender, prior to the expiration of thirty (30) days from and after the giving of notice as aforesaid, commences to eliminate the cause of such default, then the Lessor shall not have the right to declare the said term ended by reason of such default. Ground Lease Midway Companies --Page g 17. Holding over. In the event Lessee continues to occupy the Leased Premises or the Improvements after the last day of the Term hereby created, or after the last day of any extension of said Term, and the Lessor elects to accept rent thereafter, a tenancy from month to month shall be created. 18. Condemnation. If the whole or any part of the Leased Premises shall be taken or condemned by any competent authority for any public use or purpose during the Term of this Lease, Lessee reserves unto itself the right to claim and prosecute its claim in all appropriate courts and agencies for an award or damages based upon its ownership of buildings, alterations and improvements for such taking without impairing any rights of Lessor for the taking of or injury to the reversion. In the event that a part of the Leased Premises shall be taken or condemned which, in the sole judgment of Lessee, is sufficient to render the remaining portion thereof unsuitable for its continued use or occupancy, then and in any such event, Lessee may at any time, either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority, subject to any rights of Lessee's lender, elect to terminate this Lease. In the event that Lessee shall fail to exercise any such option to terminate this Lease, then and in either such event this Lease shall continue in effect with respect to the portion of the Leased Premises not so taken except that the annual rent payable herein shall be reduced by a fraction, the numerator of which shall be the number of square feet taken or condemned and the denominator of which shall be the square footage of the Leased Premises prior to the taking or condemnation. Lessee will, with all due diligence and at its own cost and expense, repair and restore the Leased Premises or what may remain thereof to their former condition, and until the completion of such work, the obligation of Lessee to pay Rent and real estate taxes shall abate. 19. ORtion To Extend. Lessor does hereby grant to Lessee the right, privilege, and option to extend this Lease for a period of twenty (20) years from the date of expiration hereof extended on same terms and conditions by giving the Director of Aviation of the City of Lubbock written notice of Lessee's desire to renew at least thirty (30) days prior to the expiration of the initial Term of this Agreement. 20. Lessee's Rigbt of First Refusal To Lease. If, at any time during the Term of this Lease, Lessor shall desire to accept. a bona fide offer received by it to lease the Leased Premises for a term commencing at or after the expiration of the Term of this Lease, Lessor shall notify Lessee of such offer in the manner provided in this Lease for the giving of notice, (said notice shall include executed copies of all relevant documents and the name and address of the offeror) and Lessee shall have the right to relet the Leased Premises upon the terms and conditions of Gro and Lease Midway Companisa--Pas• 9 such offer by giving Lessor written notice of its election to do so within fifteen (15) days after receipt of Lessor's notice. In the event Lessee fails to notify Lessor of its election within the fifteen (15) day period, Lessor shall have the right to lease the Leased Premises to any person upon the terms and conditions contained in said notice to Lessee. 21. Change in ownership And 4uiet Enjoyment. If, at any time, Lessor's title or right to receive rent hereunder is disputed, or there is a change of ownership of Lessor's estate by act of the parties or operation of law, Lessee may withhold rent thereafter accruing until Lessee is furnished proof satisfactory to it as to the party entitled thereto. Lessor further agrees to obtain from the Lessee any and all nondisturbance agreements, in form acceptable to Lessee, from any holder of a lien or encumbrance on the Leased Premises or appurtenant easements. 22. Additional Contingencies. (a) Lessor shall provide to Lessee a warranty deed evidencing that the Leased Premises described in Exhibit "A" is not burdened by any conditions, restrictions, liens, encumbrances, easements or covenants which would affect Lessee's use and enjoyment of same, such deed is attached herewith as Exhibit "B" and made a part of this Agreement for all purposes as if set forth at length. (b) Boring and Percolation ContingenciE�g. This Lease is further contingent upon Lessee obtaining, at its expense, within sixty (60) days from the date hereof such boring and percolation tests as may be required to determine the physical characteristics, including the water table of sub- strata and the bearing capacity, of the Leased Premises. In the event such reports indicate, in Lessee's sole judgment, that the Leased Premises are unsatisfactory for Lessee's intended use, Lessee may, at its option, declare this Lease to be null and void and of no further force and effect. In the event Lessee exercises its right to terminate this Lease under this paragraph, Lessee shall not be liable to Lessor for any claims in law or equity arising from said termination. Ground Lease Midway Companies --Page 10 (c) Topographical Survey. Lessee may order a current certified topographical survey by a licensed surveyor within thirty (30) days from the last execution of this Lease. Said topographical survey shall show: (1) The area, dimensions and boundary lines of the Leased Premises; (2) Its topography; (3) The location of existing improvements and available utilities in adjoining streets, alleys or property; (4) The location of all recorded easements against or appurtenant to the Leased Premises; (5) Encroachments of any improvements adjoining the Leased Premises; and (6) The legal description of the Leased Premises. If said survey discloses unsuitable or interfering easements or encroachments or that the location, area, dimensions and shape of the Leased Premises are not as represented by Lessor, then Lessee shall have the right to terminate this Lease and declare same null and void and of no force and effect. Lessee shall be entitled to reimbursement from Lessor, either as a credit against rent or by cash payment, of all reasonable survey fees. 23. Trade Fixtures. Machinery and Equipment. Lessor agrees that all trade fixtures, machinery, equipment, furniture or other personal property of whatever kind and nature kept or installed on the Leased Premises by Lessee's subtenants shall not become the property of Lessor or a part of the realty no matter how affixed to the Leased Premises and may be removed by Lessee's subtenants, in their discretion, at any time and from time to time during the entire Term of this Lease and any renewals. Upon request of Lessee or Lessee's assignees or any subtenant, Lessor shall execute and deliver any Real Estate Consent or Waiver forms submitted by any Vendors, Lessors, Chattel Mortgages; or holders or owners of any trade fixtures, machinery, equipment, furniture or other personal property of any kind and description kept or installed on the Leased Premises by any subtenant seating forth the fact that Lessor waives any interest in same, in favor of such Vendor, Lessor, Chattel Mortgagee, owner or holder. Lessor shall further acknowledge that property covered by such Consent to Waiver forms is personal property and is not to become a part of the realty no matter how affixed thereto and that such property may be removed from the Leased Premises by the Vendor, Lessor, Chattel Mortgagee, owner or holder at any time upon default by the subtenant in the terms of such Chattel Mortgage or Grand Le_..j Midway Companies --Page 11 �lssi �1 C�- mllss)oc-T- �• t (j) Governing Law. THIS LEASE HAS BEEN EXECUTED IN THE STATE OF TEXAS AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA APPLICABLE TO TRANSACTIONS WITHIN THE STATE: OF TEXAS. EXECUTED as of the date first hereinabove written. LESSOR: CITY OF LUBBOCK, TEXAS Date: July , 1993 By: Pri fed Name cw ch Title: io e,w LESSEE: MIDWAY DEVE��L//O NT COMPANY, INC. Date: July ZI , 1993 By: G`(� Printed Name: Zp Title: ATTEST: &,t,-- _C�'_� Bett M. J nson, City Secretary APP OVED AS TO CO ENT: ern E. Case, Director of Aviation APPROVED AS TO F RM: An ony 1 ams, Assistant City Attorney AW:dw/coat-agr/D4/A-Midway.doc rev. July 14, 1993 Ground Lease Midway Companies --Page 14 - N m+ NOT TO SCALE —•—r-— -----------g --------------- RUNWAY 17R-35L--- —--._._. -------------�._-----� — �150' x 11,5w) --.- � --.— • i — -- --- — —— -- — — _a_ ...-- t I,m Exhibit A MIDWAY/AIRBORNE SITE w LUBBOCK INTERNATIONAL A 1 R P 0 R T THE MIDWAY COMPANIES do AIRBORNE EXPRESS CARGO SITE DEVELOPMENT JULY. 1993 )I-