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HomeMy WebLinkAbout020346 RES - 06/20/1988A RESOLUTION AUTHORIZING THE EXECUTION OF A SETTLEMENT AGREEMENT WITH HELEN A. ROYAL AND BREAKWATER CORPORATION. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager is hereby authorized to execute a Settlement Agreement with Helen A. Royal and Breakwater Corporation, all as more fully set forth in the Settlement Agreement, a substantial copy of which is attached hereto and made a part herecyf, marked Exhibit A. ATTEST: C t ecretary g#111 -- APPROVED: ,20/4DAY OF , 19 HAL GEORGE, CITY ATTORNEY _✓ By, ;6A %i_ Ass' 'ant City Atto 206RP127.res MAYOR THE CITY OF CORPUS CHRISTI, TEXAS 20346 MICROFILMED SETTLEMENT AGREEMENT This Settlement Agreement (this "Agreement"), is made by and between the City of Corpus Christi, a home rule municipality (the "City") and Helen A. Royal and Breakwater Corporation, a Texas corpo- ration (herein sometimes referred to collectively as "Royal") effec- tive for all purposes as of the date of authorization by the City Council and execution thereof by the City Manager. WITNESSETH WHEREAS, Royal is contesting certain matters regarding the Order on Plaintiff's Motion to Dismiss in Cause No. 957-3, in County Court at Law No. 3, Nueces County, Texas ("Cause No. 957-3"). WHEREAS, the City has filed eminent domain proceedings in County Court at Law No. 4, styled City of Corpus Christi v. Helen A. Royal, et al as Cause No. 966-4, Nueces County, Texas ("Cause No. 966-4"), on certain property as more particularly described therein which is owned by Helen A. Royal and Breakwater Corporation (the "Property"); WHEREAS, Royal has filed suit in the 214th Judicial District Court as Cause No. 88-2020-F styled Helen A. Royal and Breakwater Corporation v. City of Corpus Christi and Texas State Aquarium Associ- ation ("Cause No. 88-2020-F"), contesting the authority and validity of the issuance of bonds for the project known as the Texas State Aquarium (the "Aquarium Project"), WHEREAS, the City and Royal desire to settle and compromise certain claims, issues, and matters of controversy at issue between the parties for the express purpose that the City may acquire the Property and proceed with the Aquarium Project, NOW, THEREFORE, IN CONSIDERATION of the mutual settlement of Cause No. 957-3, Cause No. 966-4, and Cause No. 88-2020-F, on the terms and conditions expressed herein, the undersigned parties agree as follows: I. Royal shall cease all further proceedings in Cause No. 957-3 and accept the final judgment ordered by the Court in Cause No. 957-3 as the settlement of all matters and issues raised regarding fees for attorney, appraisers, photographer and other expenses arising from Cause No. 957-3, which judgment shall be paid in full by June 21, 1988. 300rp853.doc.nl 1 II. In Cause No. 966-4, Helen A. Royal and Breakwater Corpora- tion agree to settle and compromise with the City by entering into an Agreed Judgment, substantially in the form attached hereto as Exhibit A (the "Agreed Judgment"), requesting that the Court enter such Agreed Judgment in Cause No. 966-4, whereby it shall be ORDERED, ADJUDGED, and DECREED as follows: (a) That the City of Corpus Christi does have and recover fee simple title to the Property exclusive of all improvements presently situated on the Property; (b) That Helen A. Royal and Breakwater Corporation recover from the City their damages in the total sum of $857,220.00 of which $621,140.00 is allocated to Breakwater Corporation and $236,080.00 is allocated to Helen A. Royal. All outstanding taxes and liens and encumbrances of record shall be deducted from such damages and the balance paid at Closing; (c) That at Closing, simultaneously with payment of the amount set forth in (b) above, Helen A. Royal and Breakwater Corporation shall execute and deliver General Warranty Deeds to the City of Corpus Christi, conveying title to the Property exclusive of all improvements presently situated on the Property. Such Deeds shall be subject only to the provisions of the Lease Agreements provided for herein, all regulations of any governmental authority, restrictions, easements, and mineral reservations of record which are applicable to the Property and to outstanding royalties of record; (d) That compensation for the Special Commissioners and all court costs as approved by the Court in Cause No. 966-4 shall be taxed against the City excluding fees for attorneys, appraiser, photographer, and other expenses of Royal; (e) That as partial consideration for the conveyance of the Property to the City, the City shall, at Closing, execute Lease Agreements with Royal, substantially in the forms attached hereto as Exhibits B and C (the "Lease Agreements"), leasing the Proper- ty, exclusive of all improvements presently situated on the Property until December 31, 1988; (f) That at Closing, the City shall receive releases for all liens and encumbrances of record against the Property as of the date of this Agreement; (g) That, during the term of the Lease Agreements, the City shall not conduct or permit any dredging activities on submerged lands within a distance of 100 feet of the main structure situat- ed on Lot 10, Block F, Brooklyn Addition, which comprises a portion of the Property; (h) That Closing shall occur on or before July 20, 1988; and 300rp853.doc.nl 2 (i) That ad valorem taxes for the year of 1988 shall be prorated to the date of Closing. Royal agrees to file a Motion to Dismiss and obtain an Order of Dismissal providing for the dismissal with prejudice of Cause No. 88-2020-F, with Court costs to be taxed against the party incurring same. It is expressly understood that any and all liability is denied by the City of Corpus Christi, the Texas State Aquarium Associ- ation, and members of the City Council, individually or in their official capacities as council members of the City of Corpus Christi, and their agents, servants, employees and privies, and that the consideration for this Agreement as granted by the City is the settle- ment of a claim in which liability is expressly denied, and that payment of any such consideration is not to be construed as an admis- sion of liability on the part of the City of Corpus Christi, the Texas State Aquarium Association, members of the City Council, individually or in their official capacities as council members of the City of Corpus Christi, Texas, or their agents, servants, employees, privies, or legal representatives; and that such consideration is granted and compromised in settlement to avoid the expense of further litigation. IV. Before executing this Agreement, I, Helen A. Royal, individ- ually and as President of Breakwater Corporation, have discussed this Agreement fully with an attorney of my choosing, William J. Kolb, and I understand that the execution of this Agreement is a valid and binding Agreement between the parties and is enforceable in accordance with its terms. V. The City acknowledges that Royal shall request inspections of the Property for the purposes of determining whether such improve- ments may be physically relocated. The City shall cooperate in conducting such investigations and inspections as required by law. The determination as to the feasibility of relocating the structures shall be the proper exercise of the City's police power regulating the safety, health, and welfare of the public, and such discretion and authority shall be exercised as required by law. The City does not represent or warrant that Royal can locate suitable property for the relocation of the structures from the Property. It is the sole responsibility of Royal to acquire new 300rp853.doc.nl 3 real property for such relocation and make all other arrangements including acquiring all permits or authorizations necessary for such relocation. Provided that the City shall waive all fees in connection with such relocation. With regard to the relocation of the improvements constitut- ing Helen A. Royal's residence, the City shall recommend and facili- tate the approval and issuance of all necessary permits continuing any presently existing non -conforming uses to the premises where such improvements are relocated. Royal shall indemnify and save harmless the City, including its Mayor, City Council members, officers, employees and agents from all suits, actions, damages, liability and expense of any nature which may arise from any occurrence involving the relocation of such im- provements and the existence or continuation of any such non -conforming uses or conditions. If any of the above named parties are made parties to any action commenced by or against Royal, their heirs, successors or assigns, then Royal shall protect and hold such parties harmless and shall pay all costs, expenses and reasonable attorney's fees. With regard to the relocation of the improvements constitut- ing the hotel, the City acknowledges that such improvements may be relocated upon compliance by Royal with the terms and conditions set forth in Exhibit D attached hereto and made a part hereof. Royal agrees that all risk of loss, damage, or maintenance of the fixtures, improvements and real property situated on the Property shall be the sole responsibility of Helen A. Royal and Breakwater Corporation. Royal shall accept the improvements in "AS IS" condition and the City does not represent or warrant, express or implied, the condition of the improvements upon their acceptance by Royal. THE CITY MAKES NO WARRANTY THAT ANY OF THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE. THE CITY MAKES NO WARRANTY OF MERCHANT- ABILITY AND SAID TRANSFER IS MADE WITH NO REPRESENTATIONS OR WARRAN- TIES, EXPRESSED, IMPLIED, OR STATUTORY. Upon execution of this Agreement by the City Manager, this instrument shall become a contract between Royal and the City of Corpus Christi and shall enure to the benefit of the heirs, succes- sors, and permissible assignees of such parties. Upon acceptance, 300rp853.doc.nl 4 this Agreement contains the entire agreements between the parties and cannot be changed except by their written agreement. EXECUTED IN DUPLICATE, each of which shall be considered an original, this day of , 1988. ATTEST: CITY OF CORPUS CHRISTI By: City Secretary Bill Hennings, Assistant City Manager APPROVED: DAY OF , 1988 HAL GEORGE, CITY ATTORNEY By: Assistant City Attorney Breakwater Corporation By APPROVED: By William J. Kolb, Suite 500 Texas Commerce Plaza Corpus Christi, Texas 78470 Attorney for Helen A. Royal and Breakwater Corporation 300rp853.doc.nl 5 Helen A. Royal, President Helen A. Royal THE STATE OF TEXAS § COUNTY OF NUECES § Before me, the undersigned authority, on this day personally appeared Helen A. Royal, individually and as the President of Breakwater Corporation, a Texas Corporation, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that she executed the same for the purposes and consideration therein expressed, in the capacities therein stated, and as the act and deed of said corporation. Given under my hand and seal of office this day of , 1988. Notary Public, State of Texas My Commission Expires: THE STATE OF TEXAS § COUNTY OF NUECES § Before me, the undersigned authority, on this day personally appeared Bill Hennings, the Acting City Manager of City of Corpus Christi, a Texas municipality, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein ex- pressed, in the capacity therein stated, and as the act and deed of said municipality. Given under my hand and seal of office this day of , 1988. Notary Public, State of Texas My Commission Expires: 300rp853.doc.nl 6 NO. 966-4 CITY OF CORPUS CHRISTI § CONDEMNATION PROCEEDINGS V. § COUNTY COURT AT LAW NO. 4 HELEN A. ROYAL, ET AL. § NUECES COUNTY, TEXAS AGREED JUDGMENT On this day came on to be heard the CITY OF CORPUS CHRISTI, Plaintiff in the above styled and numbered cause, by and through its attorney, and Helen A. Royal and Breakwater Corporation, Defendants in the above styled and numbered cause, by and through their attorney, and announced to the Court that the Plaintiff and Defendants have settled and compromised their differences in this cause, announced the terms of this settlement to the Court, and requested that the Court approve the Settlement Agreement executed by the parties and enter an order accordingly; and the Court having considered the same and approved the settlement, it is ORDERED, ADJUDGED and DECREED as follows: (1) The CITY OF CORPUS CHRISTI does hereby have and recover `fee simple title to the hereinafter described property: Lot Ten, (10), Block lettered "F" of the Brooklyn or Rincon Addition; otherwise known as Lot One Hundred Forty -Six (146), Block "F" of the Corpus Beach Hotel Addition, an addition to the City of Corpus Christi, Nueces County, Texas, as shown by the map or plat thereof recorded in Volume 1, page 51, Map Records of Nueces County, Texas, being the same property conveyed to Helen A. Royal by B. B. Royal by deed dated December 12, 1969, recorded in Volume 1358, Pages 57-58 of the Deed Records of Nueces County, Texas, exclusive of all improve- ments presently situated thereon. Lots One Hundred Thirty -Four (134) and One Hundred Thirty Five (135), in Block Four (4) of Corpus Beach Hotel Addition, an addition to the City of Corpus Christi, Nueces County, Texas, as shown by 300RP852.PLD 1 EXHIBIT A the map or plat thereof recorded in Volume 1, page 51, Map Records of Nueces County, Texas, also known as Lots Nine (9) and Eleven (11), Block Four (4), Brooklyn Addition to the City of Corpus Christi, Texas, being the same property conveyed by Joseph Crow and wife, Lilia Crow, to Breakwater Corporation, a Texas corporation, by deed dated August 20, 1982, recorded in Volume 1835, Pages 236-238, Deed Records of Nueces County, Texas exclusive of all improvements presently situated thereon. (2) Defendant Helen A. Royal does hereby have and recover from the CITY OF CORPUS CHRISTI her damages in the total sum of $236,080.00, which is to be paid in accordance with such Settlement Agreement, after adjustment for payment of all outstanding taxes and liens of record. (3) Defendant Breakwater Corporation does hereby have and recover from the CITY OF CORPUS CHRISTI its damages in the total sum of $621,140.00, which is to be paid in accordance with such Settlement Agreement, after adjustment for payment of all outstanding taxes and liens of record. (4) Simultaneously with payment of the Defendant's damages by the CITY OF CORPUS CHRISTI as set out in paragraph (2) & (3), the Defendants shall immediately execute and deliver General Warranty Deeds to the CITY OF CORPUS CHRISTI, conveying to the CITY OF CORPUS CHRISTI the property described in paragraph (1) hereof, subject only to the terms of such Settlement Agreement, leases to Defendants as provided for in such Settlement Agreement, by all regulations of any governmental authority, restrictions, easements and mineral reservations of record which are applicable to the property herein described and to outstanding royalties of record. 300RP852 ,PLD 2 (5) That the City of Corpus Christi shall enter into Lease Agreements with the respective Defendants, leasing such property for a term ending on December 31, 1988, at which time all improvements, fixtures and personal property which have not been removed by Defen- dants under the terms of such Leases and such Settlement Agreement, shall become the property of the City of Corpus Christi. (6) That all terms and conditions of such Settlement Agreement are incorporated herein by reference. (7) The following amounts have been set as compensation for the Special Commissioners heretofore appointed by the Court, with said amounts to be assessed as costs: Walter Chastain $ 400.00 Eugene Coffey $ 400.00 Estela W. Tijerina $ 400.00 (8) All costs of these proceedings but not including attorney, appraiser, photographer or other expenses of Defendant are assessed against the CITY OF CORPUS CHRISTI. SIGNED this the day of , 1988. JUDGE PRESIDING 300RP852.PLD 3 APPROVED AS TO FORM AND SUBSTANCE: For Defendants Helen A. Royal, Individually Breakwater Corporation By: Helen A. Royal, President Attorney for Defendant William J. Kolb Suite 500 Texas Commerce Plaza Corpus Christi, Texas 78470 For City of Corpus Christi By: C. Edwin Prichard, Jr. Attorney for Plaintiff 300RP852..PLD 4 THE STATE OF TEXAS COUNTY OF NUECES HELEN A. ROYAL LEASE AGREEMENT KNOW ALL MEN BY THESE PRESENTS: THAT on this day of , 1988, the City of Corpus Christi, a home rule municipality ("Landlord"), and Helen A. Royal for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the City of Corpus Christi, as Landlord, hereby LEASES, DEMISES, and LETS unto Helen A. Royal ("Tenant"), and Tenant hereby accepts the Demised Premises, to have and to hold upon the terms and conditions hereinafter stated and agreed to, to -wit: DEFINITIONS AND BASIC PROVISIONS: The following definitions and basic provisions shall be construed in connection with and limited by the reference thereto in other provisions of this Lease: (a) "Demised Premises" means the following described real property exclusive of all improvements presently situated on such property: Lot Ten (10), Block lettered "F" of the Brooklyn or Rincon Addition; otherwise known as Lot One Hundred Forty -Six (146), Block "F" of the Corpus Beach Hotel Addition, an addition to the City of Corpus Christi, Nueces County, Texas, as shown by the map or plat thereof recorded in Volume 1, page 51, Map Records of Nueces County, Texas, being the same property conveyed to Helen A. Royal by B.B. Royal by deed dated December 12, 1969, recorded in Volume 1358, Pages 57-58 of the Deed Records of Nueces County, Texas. -(b) "Lease Term": A period commencing on the date the Landlord acquires title to the Demised Premises and ending on December 31, 1988. Tenant shall deliver possession of the Demised Premises immediately upon the end of the term specified herein. PERMITTED USE: Permitted use of the Demised Premises is limited to the continued use of the Demised Premises for residential use in the same manner and to the same extent as conducted upon the commencement of the Lease Term. LANDLORD'S SERVICES TO TENANT: It is expressly understood and acknowledged that Landlord is not responsible to provide any services to the Demised Premises and it will be the sole 502RP151.1se 1 EXHIBIT B responsibility of Tenant to provide all utilities and maintain all sidewalks, walkways, parking areas, private streets, roads, and alleys that are a part of the Demised Premises so long as members of the public have access to the Demised Premises. Failure to any extent to furnish or any stoppage of these defined services from any cause shall not render Landlord liable in any respect for damages to either person or property. PAYMENTS OF RENT: In consideration of Tenant's sale of the Demised Premises to Landlord, and as additional consideration for such purchase, Landlord hereby releases Tenant of the obligation to pay rent for the Lease Term. REPAIRS: Tenant may at Tenant's own cost and expense, repair and replace any damage or injury done to Demised Premises or any part thereof, it being expressly understood that Landlord shall remove, sell, or demolish all improvements remaining on the Demised Premises upon expiration of the Lease Term, and therefore, does not intend, represent, or warrant that any repairs shall be made to the Demised Premises. AGREEMENT - SUBLETTING - ALTERATIONS - ADDITIONS - IMPROVEMENTS: Tenant shall not assign or in any manner transfer this Lease or any estate or interest therein, or allow same to be used for any other purpose than stated in the use clause. USE VIOLATIONS AND INSURANCE COVERAGE: Tenant will not occupy or use nor permit any portion of the Demised Premises to be occupied or used for any business or purpose which is unlawful in part or in whole or deemed to be disreputable in any manner, or extra -hazardous on account of fire, nor permit anything to be done except as set forth as a Permitted Use. INDEMNITY, LIABILITY, AND LOSS OR DAMAGE: By taking possession of the Demised Premises, Tenant accepts same as suitable for the purpose for which the same is _,leased and accepts the building and each and every appurtenance thereof, and Tenant by said act waives any and all visible defects as well as hidden defects. _Landlord shall not be liable to Tenant, or Tenant's agents, employees, guests, or invitees, or to any person claiming by, through, or under Tenant for any injury to person, loss or damage to property, or for loss or damage to Tenant's business occasioned by or through the acts or omissions of Tenant, or the agents or employees of Tenant. Tenant shall indemnify Landlord and save it harmless from all suits, actions, damages, liability, and expense in connection with loss of life, bodily or personal injury, or property damage arising from or out of any occurrence in, upon, at, or from the Demised Premises or any part thereof, including the removal or relocation of the improvements as permitted by this Lease, occasioned wholly or in part by any action or omission of Tenant, its agents, contractors, employees, servants, invitees, or licensees. If Landlord shall be made a party 502RP151.1se 2 to any action commenced by or against Tenant, then Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses, and reasonable attorney's fees. ENTRY FOR INSPECTION: Tenant will permit Landlord or owner, or their officers, agents, and representatives, the right to enter into and upon any and all parts of the Demised Premises at all reasonable hours to inspect same, as Landlord may deem necessary. DAMAGE CLAUSE: If a portion greater than 50 percent of the improvements presently situated on the Demised Premises shall be damaged by any cause or means whatsoever not caused or contributed to by the negligence or fault of Tenant, its employees, servants, agents, invitees, or visitors, and if repairs of said damage can reasonably be expected to be substantially completed within a period of sixty (60) days by using standard working methods and procedures, this Lease shall not be affected but shall continue in full force and effect. However, if said damage cannot be repaired within a period of sixty (60) days by using standard working methods and procedures, then this Lease shall cease and terminate as of the date of such occurrence, and Tenant shall immediately surrender the Demised Premises to Landlord. ENTIRE AGREEMENT: It is expressly agreed by Tenant, that this Lease shall not be altered, waived, amended, or extended otherwise than as provided herein, except as may be done in writing signed by the proper parties. TRANSFER OF LANDLORD'S RIGHTS: Landlord shall have the right to transfer and assign, in whole or in part, all and every feature of its right and obligations hereunder to all terms and conditions of this Agreement and shall notify Tenant thirty (30) days prior to such transfer. Such transfers are to be in all things respected and recognized by Tenant and subject to the terms of this Lease. REMEDIES: No provision of this Lease shall be deemed to have been waived by the parties unless such waiver is in writing and signed by the parties. In case it =should be necessary or proper for the parties to bring any action under this Lease for the enforcement of any of their rights hereunder, then each party :agrees in each and any such case to pay the reasonable attorney's fees and court costs associated with the enforcement of such rights. SUBORDINATION: Tenant hereby subordinates this Lease, and all rights of Tenant hereunder to any assignment, transfer, or lease of Landlord's interest in the Demised Premises and any subsequent holder of Landlord's interest in this Lease may encumber or pledge such interest by lien, or similar instruments which shall thereafter be superior to and prior to this Lease. All rights of Landlord under this Lease may be assigned, pledged, mortgaged, transferred, or otherwise disposed of, either in whole or in part. Landlord shall notify Tenant thirty (30) days prior to any such action. INSURANCE: Tenant shall carry liability insurance, naming Landlord as an additional insured, in amounts of not less than One Hundred Thousand/Five 502RP151.1se 2.1 Hundred Thousand Dollars ($100,000/$500,000). Tenant agrees to carry fire, windstorm, explosion, and extended coverage insurance on all Tenant's fixtures, improvements and personal property situated on the Demised Premises, and it is specifically agreed, anything herein to the contrary notwithstanding, that Landlord shall not be responsible for damage to Tenant's fixtures, improvements and personal property situated on the Demised Premises or loss occasioned by fire, windstorm, explosion, the elements, or other casualty. Tenant shall furnish Landlord with duplicate originals or copies certified by the insurance companies, certificates, or memoranda of all insurance policies. NOTICE: Any notice required or permitted under this Lease shall be in writing. Any notice or document required or permitted to be delivered hereunder shall be deemed to be delivered, whether actually received or not, when deposited at a point in the State of Texas, in the U.S. Mail, Postage Prepaid, Certified Mail, Return Receipt Requested, addressed to the parties at the address set forth by their signatories. IMPROVEMENTS: Tenant, as owner of all fixtures, improvements and personal property presently situated on the Demised Premises, may attempt to remove such improvements from the Demised Premises. If such fixtures, improvements and personal property are not removed from the Demised Premises on or before December 31, 1988, all of such items or any part thereof which remain on the Demised Premises after December 31, 1988 shall become the property of Landlord, in which event this Lease Agreement shall constitute a Bill of Sale vesting in Landlord full title to all such fixtures, improvements and personal property. Any ad valorem taxes incurred by Tenant on its leasehold interest shall be reimbursed by Landlord. OTHER CONDITIONS: 1. Tenant expressly understands, after advice of counsel of their choosing, William J. Kolb, that Landlord makes no warranty of merchantability in respect of the improvements or personal property of Tenant's which is presently situated on the Demised Premises, which Tenant accepts on an "AS IS, WHERE IS condition, with all faults existing as of June 20, 1988. LANDLORD MAKES NO WARRANTY THAT ANY OF SUCH PROPERTIES ARE FIT FOR ANY PARTICULAR PURPOSE AND NO REPRESENTATIONS OR WARRANTIES ARE MADE, EXPRESSED, IMPLIED, OR STATUTORY. 2. All signs, advertisements, or notices not necessary to the conduct of the Tenant's permitted uses on the Demised Premises shall be removed upon commencement of the Lease Term. 502RP151.1se 3 3. During the term of this Lease Agreement, Landlord shall not conduct nor permit any dredging activities on submerged lands within a distance of 100 feet of the main structure situated on Lot 10, Block F, Brooklyn Addition, which comprises a portion of the Demised Premises. IN WITNESS WHEREOF THIS LEASE IS ENTERED INTO by the parties hereto on the date and year first set forth above. ATTEST: CITY OF CORPUS CHRISTI, LANDLORD BY BY Armando Chapa, City Secretary Approved this day of HAL GEORGE, City Attorney BY Assistant City Attorney BY 502RP151.1se 4 Juan Garza, City Manager P. 0. Box 9277 Corpus Christi, TX 78469-9277 , 1988 HELEN A. ROYAL, TENANT: Helen A. Royal, Individually ADDRESS THE STATE OF TEXAS COUNTY OF NUECES § BEFORE ME, the undersigned authority, on this day personally appeared Juan Garza, City Manager of the City of Corpus Christi, a home rule municipality, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and considerations therein expressed, in the capacity therein stated, and as the act and deed of said municipality. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 1988. Notary Public, State of Texas Typed or Printed Name My commission expires: THE STATE OF TEXAS § COUNTY OF NUECES § BEFORE ME, the undersigned authority, on this day personally appeared Helen A. Royal, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that she executed the same for the purposes and considerations therein expressed. 1988. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of Notary Public, State of Texas Typed or Printed Name My commission expires: 502RP151.1se 5 ROYAL AND BREAKWATER CORPORATION LEASE AGREEMENT THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF NUECES § THAT on this day of , 1988, the City of Corpus Christi, a home rule municipality ("Landlord"), and Breakwater Corporation, a Texas Corporation for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the City of Corpus Christi, as Landlord, hereby LEASES, DEMISES, and LETS unto Breakwater Corporation, ("Tenant"), and Tenant hereby accepts the Demised Premises, to have and to hold upon the terms and conditions hereinafter stated and agreed to, to -wit: DEFINITIONS AND BASIC PROVISIONS: The following definitions and basic provisions shall be construed in connection with and limited by the reference thereto in other provisions of this Lease: (a) "Demised Premises" means the following described real property exclusive of all improvements presently situated on such property: Lots One Hundred Thirty -Four (134) and One Hundred Thirty Five (135), in Block Four (4) of Corpus Beach Hotel Addition, an addition to the City of Corpus Christi, Nueces County, Texas, as shown by the map or plat thereof recorded in Volume 1, Page 51, Map Records of Nueces County, Texas, also known as Lots Nine (9) and Eleven (11), Block Four (4), Brooklyn Addition to the City. of Corpus Christi, Texas, being the same property conveyed by Joseph Crow and wife, Lilia Crow, to Breakwater Corporation, a Texas Corporation, by deed dated August 20, 1982, recorded in Volume 1835, Pages 236-238, Deed Records of Nueces County, Texas. (b) "Lease Term": A period commencing on the date the Landlord acquires title to the Demised Premises and ending on December 31, 1988. Tenant shall deliver possession of the Demised Premises immediately upon the end of the term specified herein. EXHIBIT C 502RP132.1se 1 PERMITTED USE: Permitted use of the Demised Premises is limited to the continued use of the Demised Premises as the Traveler's Inn in the same manner and to the same extent as conducted upon the commencement of the Lease Term. LANDLORD'S SERVICES TO TENANT: It is expressly understood and acknowledged that Landlord is not responsible to provide any services to the Demised Premises and it will be the sole responsibility of Tenant to provide all utilities and maintain all sidewalks, walkways, parking areas, private streets, roads, and alleys that are a part of the Demised Premises so long as members of the public have access to the Demised Premises. Failure to any extent to furnish or any stoppage of these defined services from any cause shall not render Landlord liable in any respect for damages to either person or property. PAYMENTS OF RENT: In consideration of Tenant's sale of the Demised Premises to Landlord, and as additional consideration for such purchase, Landlord hereby releases Tenant of the obligation to pay rent for the Lease Term. REPAIRS: Tenant may at Tenant's own cost and expense, repair and replace any damage or injury done to Demised Premises or any part thereof, it being expressly understood that Landlord shall remove, sell, or demolish all improvements remaining on the Demised Premises upon expiration of the Lease Term, and therefore, does not intend, represent, or warrant that any repairs shall be made to the Demised Premises. AGREEMENT - SUBLETTING - ALTERATIONS - ADDITIONS - IMPROVEMENTS: Tenant shall not assign or in any manner transfer this Lease or any estate or interest therein, or allow same to be used for any other purpose than stated in the use clause. ,USE VIOLATIONS AND INSURANCE COVERAGE: .Tenant will not occupy or use nor permit any portion of the Demised Premises to be occupied or used for any business or .purpose which is unlawful in part or in whole or deemed to be disreputable in any manner, or extra -hazardous on account of fire, nor permit anything to be done except as set forth as a Permitted Use. INDEMNITY, LIABILITY, AND LOSS OR DAMAGE: By taking possession of the Demised Premises, Tenant accepts same as suitable for the purpose for which the same is leased and accepts the building and each and every appurtenance thereof, and Tenant by said.act waives any and all visible defects as well as hidden defects. Landlord shall not be liable to Tenant, or Tenant's agents, employees, guests, or invitees, or to any person claiming by, through, or under Tenant for any injury to person, loss or damage to property, or for loss or damage to Tenant's business occasioned by or through the acts or omissions of Tenant, or the agents or employees of Tenant. 502RP132.1se 2 Tenant shall indemnify Landlord and save it harmless from all suits, actions, damages, liability, and expense in connection with loss of life, bodily or personal injury, or property damage arising from or out of any occurrence in, upon, at, or from the Demised Premises or any part thereof, including the removal or relocation of the improvements as permitted by this Lease, occasioned wholly or in part by any action or omission of Tenant, its agents, contractors, employees, servants, invitees, or licensees. If Landlord shall be made a party to any action commenced by or against Tenant, then Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses, and reasonable attorney's fees. ENTRY FOR INSPECTION: Tenant will permit Landlord or owner, or their officers, agents, and representatives, the right to enter into and upon any and all parts of the Demised Premises at all reasonable hours to inspect same, as Landlord may deem necessary. DAMAGE CLAUSE: If a portion greater than 50 percent of the improvements presently situated on the Demised Premises shall be damaged by any cause or means whatsoever not caused or contributed to by the negligence or fault of Tenant, its employees, servants, agents, invitees, or visitors, and if repairs of said damage can reasonably be expected to be substantially completed within a period of sixty (60) days by using standard working methods and procedures, this Lease shall not be affected but shall continue in full force and effect. However, if said damage cannot be repaired within a period of sixty (60) days by using standard working methods and procedures, then this Lease shall cease and terminate as of the date of such occurrence, and Tenant shall immediately surrender the Demised Premises to Landlord. ENTIRE AGREEMENT: It is expressly agreed by Tenant, that this Lease shall not be altered, waived, amended, or extended otherwise than as provided herein, except as may be done in writing signed by the proper parties. TRANSFER OF LANDLORD'S RIGHTS: Landlord shall have the right to transfer and -assign, in whole or in part, all and every feature of its right and obligations hereunder to all terms and conditions of this Agreement and shall notify Tenant .thirty (30) days prior to such transfer. Such transfers are to be in all things respected and recognized by Tenant and subject to the terms of this Lease. REMEDIES: No provision of this Lease shall be deemed to have been waived by the parties unless such waiver is in writing and signed by the parties. In case it should be necessary or proper for the parties to bring any action under this Lease for the enforcement of any of their rights hereunder, then each party agrees in each and any such case to pay the reasonable attorney's fees and court costs associated with the enforcement of such rights. SUBORDINATION: Tenant hereby subordinates this Lease, and all rights of Tenant hereunder to any assignment, transfer, or lease of Landlord's interest in the Demised Premises and any subsequent holder of Landlord's interest in this Lease may encumber or pledge such interest by lien, or similar instruments which shall thereafter be superior to and prior to this Lease. All rights of Landlord under 502RP132.1se 3 this Lease may be assigned, pledged, mortgaged, transferred, or otherwise disposed of, either in whole or in part. Landlord shall notify Tenant thirty (30) days prior to any such action. INSURANCE: Tenant shall carry liability insurance, naming Landlord as an additional insured, in amounts of not less than One Hundred Thousand/Five Hundred Thousand Dollars ($100,000/$500,000). Tenant agrees to carry fire, windstorm, explosion, and extended coverage insurance on all Tenant's fixtures, improvements and personal property situated on the Demised Premises, and it is specifically agreed, anything herein to the contrary notwithstanding, that Landlord shall not be responsible for damage to Tenant's fixtures, improvements and personal property situated on the Demised Premises or loss occasioned by fire, windstorm, explosion, the elements, or other casualty. Tenant shall furnish Landlord with duplicate originals or copies certified by the insurance companies, certificates, or memoranda of all insurance policies. NOTICE: Any notice required or permitted under this Lease shall be in writing. Any notice or document required or permitted to be delivered hereunder shall be deemed to be delivered, whether actually received or not, when deposited at a point in the State of Texas, in the U.S. Mail, Postage Prepaid, Certified Mail, Return Receipt Requested, addressed to the parties at the address set forth by their signatories. IMPROVEMENTS: Tenant, as owner of all fixtures, improvements and personal property presently situated on the Demised Premises, may attempt to remove such improvements from the Demised Premises. If such fixtures, improvements and personal property are not removed from the Demised Premises on or before December 31, 1988, all of such items or any part thereof which remain on the Demised Premises after December 31, 1988 shall become the property of Landlord, in which event this Lease Agreement shall constitute a Bill of Sale vesting in Landlord full title to all such fixtures, improvements and personal property. Any ad valorem taxes incurred by Tenant on its leasehold interest shall be reimbursed by Landlord. OTHER CONDITIONS: 1. Tenant expressly understands, after advice of counsel of their choosing, William J. Kolb, that Landlord makes no warranty of merchantability in respect of the improvements or personal property of Tenant's which is presently situated on the Demised Premises, which Tenant accepts on an "AS IS, WHERE IS" condition, with all faults existing as of June 20, 1988. LANDLORD MAKES NO WARRANTY THAT ANY OF SUCH PROPERTIES ARE FIT FOR ANY PARTICULAR PURPOSE AND NO REPRESENTATIONS OR WARRANTIES ARE MADE, EXPRESSED, IMPLIED, OR STATUTORY. 502RP132.1se 4 2. A11 signs, advertisements, or notices not necessary to the conduct of the Tenant's permitted uses on the Demised Premises shall be removed upon commencement of the Lease Term. IN WITNESS WHEREOF THIS LEASE IS ENTERED INTO by the parties hereto on the date and year first set forth above. ATTEST: CITY OF CORPUS CHRISTI, LANDLORD BY BY Armando Chapa, City Secretary Juan Garza, City Manager P. 0. Box 9277 Corpus Christi, TX 78469-9277 Approved this day of , 1988 HAL GEORGE, City Attorney BY Assistant City Attorney BREAKWATER CORPORATION, TENANT: BY Helen A. Royal, President ADDRESS 502RP132.1se 5 THE STATE OF TEXAS COUNTY OF NUECES § BEFORE ME, the undersigned authority, on this day personally appeared Juan Garza, City Manager of the City of Corpus Christi, a home rule municipality, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and considerations therein expressed, in the capacity therein stated, and as the act and deed of said municipality. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 1988. THE STATE OF TEXAS COUNTY OF NUECES Notary Public, State of Texas Typed or Printed Name My commission expires: BEFORE ME, the undersigned authority, on this day personally appeared Helen A. Royal, President of Breakwater Corporation, a Texas Corporation, known to me to be the person whose name is subscribed to the foregoing instrument and -acknowledged to me that she executed the same for the purposes and considerations therein expressed, in the capacity therein stated, and as the act -_and deed of said corporation. 1988. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of Notary Public, State of Texas Typed or Printed Name My commission expires: 502RP132.1se 6 EXHIBIT D Attached to and made a part of the Settlement Agreement by and between the City of Corpus Christi and Helen A. Royal and Breakwater Corporation. In connection with the relocation of the improvements constituting The Traveler's Inn, Royal shall complete the following repairs or modifications: 1. First floor of Building B shall meet ceiling height requirements; 2. Siding and exposed decks on all buildings shall be removed, repaired or modified. 3. All tenant separations shall be one-hour fire rated; 4. All exposed wiring and junction boxes shall comply with code; 5. Heating mechanism shall comply with gas and plumbing codes; 6. Roofs shall be removed, replaced or modified in compliance with Code. On or before August 1, 1988, City shall perform inspections on such improvements and provide a report specifying all further requirements for compliance with the following: Standard Building Code Standard Plumbing Code Standard Mechanical Code 1984 National Electrical Code Standard Fire Prevention Code City Zoning Ordinance Flood Hazard Prevention Codes City Platting Ordinance With respect to compliance with the Standard Building Code, Section 103.6 entitled "Alternate Materials and Alternate Methods of Construction" shall apply. EXHIBIT D 99.066.01 Corpus Christi, Texas 20 f11 day of The above resolution was passed by the following vote: Betty N. Turner David Berlanga, Sr. Leo Guerrero Clif Moss Bill Pruet Mary Rhodes Frank Schwing, Jr. Mary Pat Slavik Linda Strong �XN�IC IVC, 20346 , 198