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