LEASE AGREEMENT THE STATE OF TEXAS § COUNTY OF NUECES § This LEASE AGREEMENT ( "Lease") Effective Date ") NUECES by and between the PORT OF CORPUS CHRISTI AUTHORITY OF COUNTY, Authority'), is made effective as of the I" day of April, 2018 TEXAS, pursuant to authorization by its Port Commissioners and the CITY OF PORT ARANSAS, TEXAS, a Texas home rule municipality Authority and City each herein called a " Par !y" and together the " Parties ". WHEREAS, by instrument dated effective January 1, 1987 Authority leased 50.73 acres of land to the City for marina purposes (" 1987 Lease'); and WHEREAS, by instrument executed on May 21, 1987, but dated to be effective June 1, 1987, City and Authority effectively released 20.66 acres from the terms of the 1987 Lease and entered into a new lease for said 20.66 acres, perpetual in nature provided said 20.66 acres is used for park purposes Park Lease' ). The 1987 Lease as amended by the Park Lease shall hereinafter be referred to as the Marina Lease ". WHEREAS, the Marina Lease, as amended expires on March 31. 2018; and WHEREAS, the Parties desire to enter into a new lease for a period of thirty ( 30) years commencing on April I, 2018 and ending on March 31, 2048; and WHEREAS, City on or about 1/ 03/ 2018 issued $ 6,205,000 Combination Tax and Limited Tax Revenue Certificates of Obligation, Series 2018 (the " 2018 Bonds'). NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS that effective April 1, 2018, the following lease is hereby made. I. Authority, in consideration ofthe rents to be paid and upon the terms, covenants, and conditions hereinafter set forth, hereby leases to City and City hereby leases from Authority for a term beginning on the 1 st day ofApril, 2018 and ending on the 3 l st day ofMarch, 2048, the following described land located in Nueces County, Texas, to -wit: 30-07 acres of land more or less ( the " Pro a ), out of 50.73 acres of land originally eased by Authority to City by the 1987 Lease. The description of said 50.73 -acres is more particularly described and depicted in Exhibit "A" attached hereto, SAVE AND EXCEPT from said 50.73 -acre tract, the 20.66 acre Park Lease tract described and depicted in Exhibit " B ". 3111 OVA I PCCA to Poit Aransas - Marina Lease The Property hereby leased may be used for all purposes necessary, proper, convenient or expedient in connection with the construction, operation and maintenance of channels, canals, boat basins, wharfs, docks, berthing facilities for small boats, marine railways, marine service stations and any uses related to the operation and maintenance of a boat basin and harbor and for all other uses necessary, convenient or beneficial to the City of Port Aransas, Texas (the " Marina Purposes"). H. For the rights and privileges granted to it hereunder, City shall pay to the Authority a rental as follows: A. City agrees to pay Authority rent for each lease year, or fractional part thereof, of the thirty (30) year term ofthis Lease. Until the earlier of September 1, 2033 or the date on which the 2018 Bonds are paid off,refunded, refinanced, or retired the rent payable, for each lease year, or fractional part thereof, will be ten percent ( 10 %) ofthe City' s Net Marina Revenues (hereinafter defined) for each lease year ( the " Percentage Rent") or $ 12, 000.00 per year ( " Minimum Guaranteed Rent"), whichever is greater. The annual Percentage Rent or Minimum Guaranteed Rent payment shall be due and payable each lease year by the City to the Authority within 30 days after the close of the City' s fiscal year (September 30). The Percentage Rent shall increase to twenty percent (20 %) of the City' s Net Marina Revenues on the date the 2018 Bonds are paid off, refunded, refinanced, or retired or September 1, 2033, whichever is earlier. Minimum Guaranteed Rent will remain constant through the entire thirty (30) year tern ofthe Lease. B. As used herein the term " lease -year' means April 1 through the following March 31 of each year (l 2 -month period) of the Lease commencing on Apri l 1, 2018. C. As used herein the term "Net Marina Revenues" means for each lease year the dollar aggregate of all revenues derived from City' s: ( i) provision of services on the Property; ( ii) sales conducted on the property; and (iii) use, sub -lease, license, rental, and operation ofthe Property for any of the Marina Purposes, less City's costs and expenses to provide services, maintenance, repairs to the Property, and City' s debt service for the 2018 bonds only. Once the 2018 bonds are retired, refinanced, refunded or effectively paid off, then City shall no longer be entitled to use debt service as an offset in calculating Net Marina Revenues. City agrees to keep a permanent, accurate set of books and records of all Net Marina Revenues ( and expenses) and payment records with respect to the 2018 Bonds available for Authority' s inspection. City shall permit Authority and Authority' s representatives to examine or audit such records at any and all reasonable times, and shall, upon Authority's request, explain the methods of keeping the records. D. In addition to the Percentage Rent, City, each lease year during the term of this Lease agrees to provide Authority with two ( 2) adjacent safe and readily accessible boat docks and slips capable of berthing two of the Authority' s patrol boats. III. City shall have the right, power and authority to dig, dredge and cut away such portions of the land covered by this lease as may be necessary to provide channels and a small boat harbor and related facilities. Before performing any dredging or any filling of submerged areas and before building any 313160v4 1) PCCA to Poit Aransas - Marina Lease structures on the Property for which a Department of the Army permit is necessary and before constructing park facilities, City shall submit plans for such dredging or filling and for such structures and planned facilities to the Authority for its approval. In this connection it is anticipated that the access to the Property for navigation purposes from the Corpus Christi Ship Channel shall be only through the Government Basin and channel which now exists on a part of the Property and that approval of Authority will not be given for construction of docks, wharfs, and other navigation facilities along the north side of the Property fronting on the Corpus Christi Ship Channel. N. City agrees that in the use of the Property it will not do or cause to be done anything that will adversely affect the use, development, and expansion of the Corpus Christi Ship Channel. V. This lease is granted to the City of Port Aransas in order that such City itself may use and develop the Iands for small boat harbor facilities and it is specifically understood that this lease shall not be assigned without the consent in writing of Authority, save and except that the rights of City under this lease maybe assigned in any mortgage, deed oftrust or other security device made by City to secure revenue bonds or other evidences ofindebtedness, ifany, issued by City for the construction offacilities to be owned by City on the lands covered by this lease. Without the consent of Authority, City shall have the right to sublet portions of the premises upon such rentals and considerations as City shall see fit. VI. A. City has inspected the Property and has conducted any environmental site assessment it desired. As of the Effective Date of this Lease, City understands and agrees that the Property is being leased in an " As Is Where Is" condition, and City accepts the Property in the condition it exists on the Effective Date as reasonably suited and fit for City' s intended uses of Property. City acknowledges that Authority has made no express warranties with regard to the Property, except as expressly set forth in this Lease. To the maximum extent permitted by applicable law, Authority hereby disclaims, and City waives the benefit of, any implied warranties, including implied warranties of habitability, or fitness or suitability for City' s intended uses of the Property. B. City further understands and agrees that improvements, grading, filling, dredging, removal of existing improvements, repairs, maintenance dredging, location and relocation of utility lines, construction, maintenance and repair of bulkheads, piers, docks, slips, and any other improvements to the Property, shall be made and performed by City at the sole cost and expense of City. City further understands and agrees that the " As -Is, Where Is" condition of the Property includes any contamination on the Property, including structures, surface soil or subsurface strata, groundwater, surface water and any adjacent channel or bay water and sediment, and that information received from Authority regarding such matters may not be complete or accurate and should not be accepted as such and by entering into this Agreement, City acknowledges that it is 313160A 3 PCCA to NO Aransas - Marina Lease relying solely on its prior history with and operation of the Property, as well as, its own inspection and investigation into the condition of the Property. M City' s currently existing Base Map currently shows more than halfofHarbor Island as being with in the City limits of the City. Harbor Island is currently zoned as " HI" by Section 25 -121 of the Port Aransas City Code (the " Code"). City acknowledges the importance of Harbor Island to the operation and development of the Port of Corpus Christi; and recognizes that any changes in the zoning of Harbor Island further restricting the uses to which property within the Harbor Island District may be put will have a significant adverse impact on the Authority and on Authority' s development of the Port of Corpus Christi. Accordingly, the Parties hereto agree, that this Lease will immediately temunate in the event, the City, during the term of this Lease, changes the zoning of Harbor Island to place Harbor Island into any other zoning district set forth in Article III of the Code, other than HI; or changes or modifies the Harbor Island District Regulations set forth in said section 25 -121 ofthe Code as they existed on January 1, 2018, such that the Harbor Island District Regulations become more restrictive as to the uses to which property within the HI District may now be put. VIII. Various owners of land in Blocks Eighteen ( 18), Nineteen ( 19), Seventy-Six ( 76) and One Hundred I -orty -Two ( 142) of Mustang Island Survey, " luch lands adjoin on the south the premises covered by this lease, have entered into or may enter into instruments of "mutual conveyances" with Authority entitling the owners of those lands which are subject to such mutual conveyances to certain rights of access to the lands covered by this lease and the channels and basins constructed thereon for certain uses and purposes and subject to certain conditions as are specified in such mutual conveyances, reference to which are here made. This lease is made subject to the rights of all parties to such mutual conveyances covering lands in the said blocks on Mustang bland and Authority hereby assigns to City the rights of Authority to grant franchises or permits under the conditions as specified in said mutual conveyances for terms ofyears not to exceed the term of this lease. Authority hereby assigns to City the full right to grant such permits or frmnchises as fully as if the Authority itself granted the same, which said franchises or permits when granted will be fully binding upon Authority for the tern thereof not to exceed, however, the term of this lease. City shall have the full right to collect rentals for commercial uses as may be provided in said franchises and permits. All revenues received from the grant of any franchises or permits shall be considered part of the City' s marina revenues for purposes of calculating Net Marina Revenue. City hereby waives all liabilities ( including strict liability), actions, demands, damages, penalties, fines, losses, claims, costs, expenses ( including reasonable attorneys' and experts' fees and expenses), suits, settlements or judgments of any nature whatsoever including claims for personal injury, bodily injury, real and personal property damage and economic Ioss) ( " Claims") which arise or may arise in its favor against Authority, its Port Commissioners, directors, managers, employees and agents ( " Authority Parties ") during the Term of this Lease for any loss of, or damage to, any of its property, located within or upon, or constituting a part of, the Property, to the extent that such loss or damage is or would which Cit. is required to carry under this have been covered by any properq, insurance 111( e ) t 4 4 PCCA to Pod Aransas - Marina LL— ase Lease ( whether or not City actually carries such insurance or self -insures for the loss or damage). City agrees to immediately give to each insurance company which has issued to it policies of fire and extended coverage insurance written notice of the terms of the waiver set forth in this Section, and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waiver. Kq A. To the extent allowed by law, City shall defend, indemnify and hold harmless the Authority Parties from and against, and City shall be responsible for, any and all Claims which may be brought or instituted or asserted against the Authority Parties based on or arising out of or relating to any of the following events ( each being referred to herein as an Indemnified Event "): ( i) the failure on the part of the City or any of its sublessees or their respective owners, officers, managers, employees, subcontractors or licensees ( " City Parties ") agents, invitees, guests, contractors, to comply with the provisions of Applicable Laws applicable to the Property or the City' s improvements on the Property constructed or owned by City (" City Facilities"), or (ii) any injury to or death of or claim of injury to or death of any person or any damage to or loss of or claim of damage to or loss of property occurring on the Property or the City' s Facilities, or (iii) any injury to or death of or claim of injury to or death of any person or any damage to or loss of or claim of damage to or loss of property arising out City' s operations on the Property or City' s use of the Property for Marina Purposes. B. Notwithstanding anything to the contrary contained in Section X. A., it is expressly provided and agreed by and between the Parties that City shall not be obligated to indemnify and hold harmless the Authority Parties from and against their own negligence, and that neither the Authority nor the City waives, modifies, or alters to any extent whatsoever the availability of the defense of governmental immunity under Iaws of the State of Texas. C. Notwithstanding anything to the contrary contained in Section X. A., City shall be relieved of its obligation of indemnity (but not its obligation to defend) with respect to any Claim to the extent, but only to the extent, of (i) the amount actually recovered from one or more insurance tamers and either paid to the Authority Parties or paid for benefit of the Authority Parties in reduction of such Claim, or ( ii) the percentage of responsibility attributed to the Authority Parties with respect to causing or contributing to cause the Indemnified Event for which the Claim was made. D. City' s indemnity obligations under this Section X shall not be Iimited by a limitation on the amount or type of damages, compensation or benefits owed by City to any employee of City under workers' or workmen' s compensation acts, disability benefit acts, or other employee benefit acts. E. The obligations of the City under this Section X shall survive the expiration or any earlier termination of the term of this Lease. 313160A 5 PCCA to Port Aransas - Marina Laise Xl. Without limiting the indemnity obligations or liabilities of Lessee, or its insurers, provided herein, Lessee agrees to procure and maintain at its sole expense during the Term of the Lease the policies of insurance described in Exhibit C attached hereto and in at least the minimum amounts specified in Exhibit C. XH. The Parties hereto agree that all provisions of this Lease Agreement are material; and further agree that if any part of this Lease is held to be invalid, illegal, or unenforceable in any respect then this Lease will not be reformed, but shall terminate in its entirety and be of no further force and effect. This Lease is granted with the understanding that the lands included herein are needed and will be used by the City of Port Aransas in the construction and maintenance of channels, boat basins and small boat facilities in addition to the present " Government Basin" and other basins now dredged and existing on the lands included in this lease. WITNESS the date and year first above mentioned. AUTHORITY: PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TEXAS By: 6Wff qQ Sean C. Strawbridge Chief Ex cutive Officer 2^' Date: ( CITY: A CITY OF PORT ARANSAS, TEXAS By: D, J" n , rCL(' Name " i %A-S Title: Z " 74 L Date. " 313160A y, PCCA to Port Aransas - Marina Lease THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on this day of , 2018, by Sean C. Strawbridge as Chief Executive Officer of PORT OF CORPUS C1 RISTI AUTHORITY OF NUECES COUNTY, TEXAS, a navigation district and political subdivision of the State of Texas, on behalf of said navigational district. JENNIFER PENA i D# 13066260 -7 Notary Pub, c STATE OF TEXAS e N c, state o My Comm Exp 05-31 -2020 STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on the ' t ,` ,, ; -" , day of , 2018, by a Texas home -rule muni pality, on behalf of said municipality Notary Public, State of Texas Frwcrsca NIXON My Notary ID # 129699129 Expires February 4, 2022 313160v4 7 PCCA to Port Aransas - Marina Lease EXHIBIT " A" 50.73 more or less acres of land more or less, lying along the north shore of Mustang Island, Nueces County Texas, within the city limits of Port Aransas, Texas, 20 -112 miles N. 83 "E from the County Court House of Nueces County at Corpus Christi, Texas. Said tract lies east of the right -of w- ay of Cotter Street leading to the Ferry Landing, north of Port of Corpus Christi Authority south bulkhead line of the Port Aransas Canal, west of the Federal authorized and dredged Turtle Cove Canal and Basin, and south of the Port Aransas- Corpus Christi Waterway, all being a portion of the lands patented by the State of Texas to Port ofCorpus Christi Authority by Patent No. 217, dated January 24, 1950, and recorded in the Deed Records, Nueces County, Volume 455, Pages 586 -588, and described by metes and bounds as follows: Beginning at a point, which bears N. 83° 52' W. 877.51 feet from i.1. S.E.D. Triangulation Station 30- 53.78 ( 1956), said point being the intersection of northerly extension of the east right -of way line of Cotter Street with a line 725. 0 feet south of and parallel to the centerline ofthe 250 foot channel of the Port Aransas- Corpus Christi Waterway, for the northwest comer of this tract, with Coordinates X= 2,462, 592.82 and Y 792, 608.33. Thence, S. 12° 26' 31" E. a distance of 363.74 feet, with the east right -of w- ay line of Cotter Street to a point_which point is the beginning of a left curve havens*_a radius of 616. 20 feet. Thence, with said left curve having a radius of616.20 feet and chord bearing S. 310 35' 51" E. 404.20 feet to a point, which point is the intersection of the east right -of w- ay line of Cotter Street with the Port of Corpus Clu-isti Authority south bulkhead line of the Port Aransas Canal, for a comer ofthis tract. Thence, N. 87" 06' 29" E. along the Port of Corpus Christi Authority south bulkhead line ofthe Port Aransas Canal, a distance of 1106.48 feet to a point, said point being an angle point in the south bulkhead line for a corner ofthis tract. Thence, continuing along the south bulkhead line of the Port Aransas Canal, N. 74" 34' 25" E. a distance of 604.83 feet to a point, which point is the southwest comer of the Government Basin at Port Aransas, Texas, for a corner of this tract. Thence, N. 561 00132" E. a distance of666.22 feet along the southeasterly edge of the Government Basin to an angle point in the Government Basin. Thence, N. 860 00' 32" E. a distance of 148. 04 feet along the southerly edge of the Government Basin to a point, which point is the intersection of the southerly edge of the Government Basin with the most westerly edge of the original Turtle Cove Canal and Basin, for the southeasterly corner of this tract. Thence, N. 30 5912819 W. along the westerly edge of the Turtle Cove Canal and Basin, a distance of 300.00 feet to a point for a comer of this tract. 313160A k. PCCA to Port Aransas - Marina Lease Thence, S. 86° 00' 3211 W. along the northerly edge ofthe Government Basin, a distance of 50.00 feet, to a point for a corner of Us tract. Thence, parallel to and 100.00 feet west of the centerline of the original Turtle Cove Canal N. 30 59' 28" W. a distance of374.78 feet to a point, said point being the northeast comer of this tract, with Coordinates X = 2,465, l 74.36 and Y = 793, 177.90. Thence, S. 770 33' 21 " W., 559.05 feet along a meandering shoreline to a point. Thence, N. 170 47153" W., 60.59 feet along same shoreline to a point. Thence, S. 76° 09' 07" W., 441. 03 feet along same shoreline to a point. Thence, S. 47° 05' 00" W., 97.65 feet along same shoreline to a point. Thence, S. 77° 33' 19" W, 169.47 feet along same shoreline to a point, Thence, N. 84° 12' 02" W., 181. 99 feet along same shoreline to a point. Thence, S. 79° 5756" W., 212.24 feet along same shoreline to a point. Thence, S. 67° 18' 04" W., 133. 25 feet along same shoreline to a point. Thence, S. 83° 54' 54" W., 234.33 feet along same shoreline to a point. Thence, S. 50° 37' 11" W., 150.41 feet along same shoreline to a point. Thence, S. 771 33' 21 " W., 501. 36 feet, parallel to and 725 feet south of the centerline ofthe Port Aransas- Corpus Christi Ship Channel, to the place of beginning; Said tract of land containing 50.73 acres of land more or less. All bearings are based on Grid North for Texas, South Zone as established by the U.S. Coast and Geodetic Survey. 3 f 3 R 60v4 11 rCCA lo Pon Aransas - Ma, ina Lease EXHIBIT :Iun_?h i F'qul' "Jrurri? I 471:5: ??fth . . 5" '4 5' 334.33' if, ul Ilir?l?'l .I ?fpr. urn-lulu! unn- aul Ir" A DH 5035 ACRES GRANTED CITY OF PORT IRMSAS In" luu??d? I?m u-u-h. luu Ma 1 3l3 60v4 L-r-agf?A PCCA In Part Mamas - Marina Lease EXHIBIT " B" Metes and Bounds Description Said tract being 2D. 66 acres of land lying along the north shore of Mustang Island, Nueces County Texas, within 20 the city limits of Port Aransas, miles N. 830 E. from the County Court Christi, Texas. Said tract lies east of Texas, House of Nueces County at Corpus the right -of -way of Cotter street leading to the ferry Landing, north of the Port of Corpus Christi Authority' s south bulkhead line of the Port Aransas Canal, Kest of the Federal authorized and dredged Turtle Cove Canal and Basin, and south of the Port Aransas - Corpus Christi Waterway, being a portion of the lards patented by the State of all Texas to the Port of Corpus Christi Authority by Patent No. 24, 1950 586 - 588. Beginning at a point, Triangulation a 217, and recorded in the Deed Records, Nueces County, and described by mates and bounds as follows; northerly which bears N. 839 52' 30+ 53. 78 ( 1956), Said Station extension of 00" dated January Volume 455, Pages W 877. 51 feet from U. S. E. D. intersection of point being the the east right -of -Kay line of Cotter Street with a line 725. 0 feet south of and parallel to the centerline of the 500 foot channel of the Port Aransas - Corpus Christi Waterway, for the northwest corner of this tract, with Coordinates x 2, 462, 592. 82 and y 792, 608. 33. Thence 5 12° 26' 31" E., 363. 74 feet, with the east right -of -way line of Cotter Street to a point of curvature. Said P. C. being the southwest corner of this tact and the beginning of a curve to the left having a radius of 616. 20 feet. Thence U. 750 48' 29" E., 370. 00 feet to a p,.Ant. Thence N. 859 36' 00° E., 546. 44 feet to a point. Thence N. 870 57' 09" E., 300. 00 feet to a point on an existing bulkhead. Said bulkhead being on the north line of the Port Aransas Municipal Boat Basin. Thence N. 83" 43' 57" E., 322. 57 feet to a point on said existing bulkhead. Thence N. 54' 36' 45" E., 249. 44 feet to a point on said existing bulkhead. Thence, N. 310 43' 12" W., 95. 91 feet to a point on said existing bulkhead and bung an inside corner of this tract. Thence. N. 550 14' 24" E.. 364. 82 feet to a point. Thence, S. 820 21' 03" E., 30. 00 feet to a point. E., 64. 68 feet to a point. corner of this tract. Thence. N. 07° 38' Thence. N. 28° 23" 725. 00 feet south 57" 14" of W., and 127. 15 feet to parallel Said point being the southeast to a point on a the centerline line. of the Said line being 500 foot Port Aransas - Corpus Christi Ship Channel, 3 l3 l GOr4 I: PCCA 10 Port Ainnsas - Marina Lease EXIMIT `B" Thence, N. 17° 47' 53" W., 60. 59 feet to a point. Said shoreline of the Port Aransas- Corpus Christi Ship Channel point being at the and the corner of this tract. Thence, S. 76° 09' 07" Thence, S. 47° 05' 0011 W., 97. 65 feet along same shoreline to a point. Thence, S. 770 33' 19" W., 169. 47 feet along same shoreline to a point. Thence, N. 84° 12' 02" W., 181. 99 feet along same shoreline to a point. Thence, S. 79' 57' 56" W., 212. 24 feet along sac* Thence, S. 67' 18' 04" W., 133. 25 feet along same shoreline to a point, Thence, S. 83° 54' 54" W., 234. 33 feet along same shoreline to a point. Thence, S. 50' 37' 11" W., 150. 41 feet along same shoreline to a point. Thence, S. 770 33' 21" W., northeast 441. 03 feet along a meandering shoreline to a point. W., 501. 36 feet, shoreline to a point. parallel to and 725. 00 feet south of to the piece the centerline of the Port Aransas - Corpus Christi Ship Channel, of beginning. said tract of land containing 20. 34 acres of land more or less. All bearings are based on Grid iaorth for Texas, the U. S. Coast and Geodetic Survey. South Zone as established by There is 1987, attached hereto a plat designated as drawing number l -1- 235 ( May 18, proper, and dated which further describes this tract for all purposes necessary, convenient or expedient in connection with the construction, maintenance facilities, any 1) for of channels, small boats, canals, marine boat basins, railways, wharves, marine docks, service operation berthing stations, and uses related to the operation and maintenance of a boat basin and harbor and for all other uses necessary, convenient or beneficial to the City of Port Aransas, 31316M Texas. 1? PCCA to Pan Aransas Marina Lcwr rY 11 rus-rus-7777 rus-77 Eldtff,Eldtff, l Eldtff, ll Aiiatam111r 1161YN2 induoo 4a Lmod MOIWRA=MOIWRA= MOIWRA= LL L 111 444 M+M+• • • M+ 11 1 77 7 UjUj N;N; uu i• i• `` \\ fifi rr 4 rr\ \ aa\ \ 11 aa FF\ \ CC 1VV Lt 11 r • iyiy tt ii d 1 yy 1 x 1 st 1 t N 1 44 % 1 U w 1 Z M CQ it ate r r'\ QO? w 7 CIO 141 11 L x1 z a1 N Vh i 9145. 9' S Nl r 1 YI V of C mom, -"' . r 1 Uri V— N 4 v r I p j 1 1 L`L`111 L` VV V S,S, S, S'S' OO NN NNpipi rr y< y< ZZ 555 ss s rr--• r • • 11 rr uu 114114 114 nn ar,µ ar,µ MM MM EXHIBIT " C" INSURANCE Without limiting the indemnity obligations or liabilities of Lessee, or its insurers, provided herein, Lessee agrees to procure and maintain at its sole expense during the Term of the Lease the following policies of insurance ( sometimes collectively referred to in this Exhibit as the " Policies) and in at least the minimum amounts specified below: TYPE OF INSURANCE LIMITS OF LIABILITY A. Workers' Compensation Statutory B. Employer's Liability C. Commercial General Liability 1, 00,000 per Occurrence 1, 00, 000 Aggregate 1, 000,000 per Occurrence 2, 000,000 Aggregate The CGL Policy will provide contractual liability coverage at the aforementioned limits. D. Business Automobile Liability $ 1, 000, 000 per Occurrence Automobile liability insurance coverage will include all owned, non -owned, and hired vehicles. E. Pollution Liability Insurance $ 1, 000,000 per Occurrence 2, 000, 000 Aggregate F. Property Insurance Property insurance with no exclusions, except the standard printed exclusions, covering all loss, damage or destruction to the Lessee' s Real and Personal Property, including Equipment, on the leased property in an amount equal to 100% of the Full Replacement Cost ( hcreinafler defined) of Lessee' s Real and Personal Property, including Equipment, on the leased property, or in such greater amount as may be necessary to avoid the effect of the co- insurance provisions of the applicable policy or policies. The term " Full Replacement Cost" shall mean the actual replacement cost, including the cost of demolition and debris removal and without deduction for depreciation. Each policy must contain an endorsement to the effect that the issuer waives any claim or right of subrogation to recover against the Authority, its Port Commissioners, officers and employees ( "Authori), Parties "). Additionally, the Authority Parties shall be designated as an Additional Insured or Additional Covered Party (Risk Pool J/ oint Self Insurance - Fund) either by a blanket additional insured or a specific endorsement on all policies, except for Worker' s Compensation, Employer' s Liability, and Commercial Property Insurance. If the work of Lessee' s employees falls within the purview of the United States Longshoremen' s and Harbor Workers' Compensation Act, the Jones Act or the Federal Employer' s Liability Act, Lessee shall extend its insurance coverage to provide insurance against the Iiabilities imposed under the applicable Actor Acts. Each policy, except Workers' Compensation, must contain an endorsement that the policy is primary to any other insurance available to the Additional Insureds with respect to claims arising under this Lease. The insurance required as listed above shall apply to any contractor or subcontractor performing work on the Leased Premises for or on behalf of Lessee, and Lessee shall ensure that any such contractor or subcontractor is aware of and is in compliance with the insurance requirements during any period such contractor or subcontractor is on the Leased Premises at Lessee' s request. Lessee' s insurance provider shall give the Lessee at least thirty (30) day' s prior written notice of any cancellation, nonrenewal, or material modification of each of the policies and Lessee shall then notify the Authority of same, Attention: Risk Manager. Vil ", The company writing each of the Policies must possess a current rating with A.M. Best Company of at least " A -, unless the company providing the coverage is a Risk Pool or Joint Sclf h- j vurance Fund. Lessee' s Iiability shall not be limited to the specified amounts of insurance required herein. 31316Ov4 14 PCCA to Pun Amnsas Manna Lease