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HomeMy WebLinkAbout17982 ORD - 12/14/19834 AN ORDINANCE APPROVING THE TRANSFER OF A LEASE OF CITY PROPERTY WITH SOUTHWESTERN BELL TELEPHONE COMPANY TO AT&T INFORMATION SYSTEMS, INC.; AND DECLARING AN EMERGENCY. SECTION 1. That the City Council approve the transfer of a lease of City property with Southwestern Bell Telephone Company to AT&T Information Systems, Inc., all as more fully set forth in the "Assignment of Lease" and "Landlord's Consent" attached hereto as Exhibit "A", and incorporated herein by reference. SECTION 2. That upon written request of the Mayor or five Council members, copy attached, to find and declare an emergency due to the imperative public necessity for the efficient administration of public affairs and in order to conform to the federal district court directive order in United States v. Western Electric Company, et al by December 31, 1983, such finding of an emergency is made and declared requiring suspension of the Charter rule as to consideration and voting upon ordinances or resolutions at three regular meetings so that this ordinance is passed and shall take effect upon first reading as an emergency measure this the 14th day of December, 1983. ATTEST: ai. _„., ecretary APPROVED: T DAY OF DECEMBER, 1983 J. BRU E AYCOCK, CITY ATTORNEY stant City Attorney MAYOR V THE CITY OF CORPUS CHRISTI, TEXAS 17952 'SEP 2 81984 MICROFILMED 4 ASSIGNMENT OF LEASE This AGREEMENT is made this day of 1983, by and between Southwestern Bell Telephone Company, a Missouri corporation having its principal office at St. Louis, Missouri, hereinafter referred to as "Assignor" and AT&T Information Systems Inc. a Delaware Corporation having its principal office at 100 Southgate Parkway, Morristown, New Jersey 07960, hereinafter referred to as "Assignee". WITNESSETH: WHEREAS, City of Corpus Chrisit, as Landlord, and Assignor, as tenant, entered into a lease dated June 22, 1972, in which Landlord leased to Assignor and Assignor hired from Landlord certain space located at State Highway 44, Corpus Christi, Texas; and WHEREAS, the Modification of Final Judgement in United States v. Western Electric Co., et al., Civil Action No. 82-0192, requires the separation of the facilities, books of account, and personnel of the existing Bell System companies pursuant to the Plan of Reorganization approved by the District Court for the District of Columbia on August 5, 1983; and WHEREAS, in order to implement the Plan of Reorganization, it is necessary and desirable that Assignor assign all its right, title, and interest in said Lease to Assignee, and that Assignee accept such assignment effective close of business December 31, 1983, the time of assignment. NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Assignor assigns and transfers to Assignee all Assignor's right, title and interest in the Lease with full substitution and subrogation of Assignee in and to all covenants and warranties by others heretofore given or made in respect to said Lease. TO HAVE AND TO HOLD the same from the time of assignment, for all the rest of the term of the Lease and extensions thereof, subject to rents, covenants and provisions therein contained. Assignee accepts the assignment and assumes and agrees to perform, from the time of assignment, in a direct' obligation to Landlord, all the provisions of the Lease. If Assignee defaults under the Lease, Assignee shall indemnify and hold harmless Assignor from all damages resulting from the default. Assignor covenants that it has not encumbered the Lease, and that to the best of its knowledge the Lease has not been encumbered and is valid and existing according to its terms. Assignee has inspected the Premises, is satisfied with its condition, and accepts the Premises AS IS. This acceptance of the Premises from Assignor in AS IS condition shall not be construed as a waiver by Assignee of any right it may have against Landlord under the Lease or any right Assignor may have against Landlord under the Lease. IN WITNESS WHEREOF, Assignor and Assignee have executed this instrument the date first above written. WITNESS: Southwestern Bell Telephone Company WITNESS: By: C. E. Foster Vice President -Centralized Services AT&T Information System Inc. By: • L , LANDLORD'S CONSENT The City of Corpus Christi, Texas hereby consents to the foregoing Assignment of Lease, and further consents to any subsequent assignment by AT&T Information Systems, Inc. to American Telephone and Telegraph Company or any subsidiary or affiliated company of American Telephone and Telegraph company, in consideration of the following: A. Assignee shall perform the obligations of Assignor that are enumerated under the original lease, and Assignee agrees to be bound by all the terms of the original lease in every way as if he were an original party to it. B. The City hereby releases Assignor from all claims for any liability that has arisen or may have arisen in respect to the original lease and discharges Assignor from further liability under the lease. The City accepts the the liability of Assignee in lieu of the liability of Assignor. The City shall be bound by the terms of the original lease in every way as if Assignee was named in the original lease in the place of Assignor as a party to it. C. For any liabilities or obligations which were incurred, or for which a cause of action accrued, on or after January 1, 1984, Assignee agrees to indemnify, defend and hold harmless Assignor from and against any and all losses, cost (including attorney's fees), damages, expense claims or demands arising out of or caused in any manner by the acts or omissions of Assignee under the lease, or for any cause or reason whatsoever arising out of or by reason of Assignee's use or occupancy of the leased premises. D. For any liabilities or obligations which were incurred, or for which a cause of action accrued before January 1, 1984, Assignor agrees to indemnify, defend and hold harmless Assignee from and against any and all losses, costs (including attorney's fees), damages, expense claims or demands arising out of or caused in any manner by the acts or omissions of Assignor under the lease, or for any cause or reason whatsoever arising out of or by reason of Assignor's use or occupancy of the leased premises. E. This consent has been executed in triplicate, and all parties to this Consent have approved the terms hereof and received a copy of same. Executed by the City of Corpus Christi this day'of December, 1983. ATTEST: CITY OF CORPUS CHRISTI, TEXAS By: By City Secretary Edward A. Martin, City Manager APPROVED: December , 1983 J. Bruce Aycock, City Attorney By: Assistant City Manager By: Assistant City Attorney Executed by Assignor this day of December, 1983. ATTEST: ASSIGNOR: SOUTHWESTERN BELL TELEPHONE COMPANY By: By: C. E. Foster, Vice President Executed by Assignee this day of December, 1983. ATTEST: ASSIGNEE: AT&T INFORMATION SYSTEMS, INC. By: By: Title -2- Corpus Christi, TexasJ day of �t.�ilJlJ 193 - TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance or resolution, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances or resolutions at three regular meetings; I/we, therefore, request that you suspend said Charter rule and pass this ordinance or resolution finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Council Members MAYOR THE CIT OF CORPUS CHRISTI, TEXAS The above ordinance was passed by the following vote: Luther Jones Betty N. Turner David Rerlanga, Sr. Leo Guerrero Herbert L. Hawkins, Jr. Dr. Charles W. Kennedy Joe McComb Frank Mendez Mary Pat Slavik 179512