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HomeMy WebLinkAbout022627 RES - 07/09/1996A RESOLUTION AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A RELEASE AND SETTLEMENT AGREEMENT WITH KIDS OF THE NEIGHBORHOOD, INC., PERTAINING TO A SUBRECIPIENT AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND KIDS OF THE NEIGHBORHOOD WHEREBY THE CITY FORBEARS ANY LITIGATION RELATING TO SUCH AGREEMENT IN RETURN FOR THE TRANSFER OF ALL REAL AND PERSONAL PROPERTY OF KIDS OF THE NEIGHBORHOOD, INC., TO THE CORPUS CHRISTI COMMUNITY IMPROVEMENT CORPORATION NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager or his designee is hereby authorized to execute a Release and Settlement Agreement with Kids of the Neighborhood, Inc., pertaining to a subrecipient agreement between the City of Corpus Christi and Kids of the Neighborhood, Inc., whereby the City forbears any litigation relating to such agreement in return for the transfer of all real and personal property of Kids of the Neighborhood, Inc., to the Corpus Christi Community Improvement Corporation. SECTION 2. That the Release and Settlement Agreement is attached hereto and made a part hereof for all purposes as Exhibit "A". ATTEST: City Secretary Approved this the 2nd day of July, 1996: James R. Bray Jr., City Attorney By: MAYOR THE CITY O - CORPUS CHRISTI orbert J. Hart, Ass (ab City Attorney QIFILML, 96NH 1430.508 Corpus Christi, Texas day of JUL) , 19 g c The above resolution was passed by the following vote: Mary Rhodes Dr. Jack Best Betty Black Melody Cooper Tony Heldenfels Betty Jean Longoria John Longoria Edward A. Martin Dr. David McNichols 96NH1430.508 ouv 0 0 2 RELEASE AND SETTLEMENT AGREEMENT 1. Parties to this agreement are the City of Corpus Christi, Texas, a municipal corporation, (City), and Kids of the Neighborhood, Incorporated, a Texas non-profit corporation organized under the laws of the State of Texas, (Subrecipient). 2. City alleges various causes of action against Subrecipient arising from breach of an agreement dated March 29, 1994 between City and Subrecipient (Agreement). 3. The Subrecipient denies the allegations of the City. The Subrecipient specifically denies that it committed any illegal acts. 4. The entering into this Release and Settlement Agreement shall not be deemed as admission by any party of the truth of the allegations alleged against that party in this action, nor shall this Release and Settlement Agreement constitute a statement against interest of or by any party hereto, and shall not be deemed an admission of liability by any party. Each of the parties is entering in this agreement for the sole purpose of ending the expense and uncertainty attendant to this dispute and in consideration for the termination and finality of this dispute under the terms, representations, promises, and releases hereinafter set out. It is expressly represented, warranted, understood, and agreed that the consideration herein is in compromise and settlement of disputed claims, and in all respects reasonable, and that this release shall never be used as evidence in a court of law or any other proceeding whatsoever against the parties hereby released, SAVE AND EXCEPT, by the parties released herein, who pursue any indemnity agreement made herein and/or to bar any and all claims to any further liability, or damages, resulting in whole or in part out of the above described dispute, and that each party released in this agreement denies any liability for any such claims, and intends merely to avoid the expense and uncertainty of litigation and to buy his, her or its peace. 5. Subrecipient agrees to transfer all right, title, and interest to the real and personal property owned by Subrecipient to the Corpus Christi Community Improvement Corporation, a nonprofit corporation organized under the laws of the State of Texas. 6. City agrees to forebear any litigation against Subrecipient which may arise now or in the future in connection with the alleged breach of the March 29, 1994 Agreement between the City and the Subrecipient. 96N1-11430.504 Exhibit A 7. The settlement consideration herein is the transfer of title to the real and personal property of the Subrecipient to the City and the forbearance of any litigation by City against the Subrecipient relating to alleged breach of the March 29, 1994 Agreement. 8. City and Subrecipient hereby remise and release absolutely and unconditionally, and agree to defend and hold harmless, each other and its respective officials, officers, employees, attorneys, successor, and assigns from all claims, causes, and rights of action of every nature, including, but not limited to, damages, injuries, attorney's fees, or exemplary or punitive damages, which City or Subrecipient may have against arising from or relating to the Agreement between the parties, and specifically including, but not limited to, every allegation and claim which has been asserted, or which could have been asserted, without regard to whether said cause or right of action is now developed or undeveloped or known or unknown. Without limiting the generality of the foregoing release City and Subrecipient specifically, absolutely, and unconditionally release and remise the other party and its officials, officers, employees, attorneys, successor, and assigns from every cause and right of action which City or Subrecipient has or may have at the time of signing this release arising under the Constitution of the United States or State Constitution of Texas, or any federal, state or municipal statute, charter, ordinance, rule, or any federal, state or municipal statute, charter, ordinance, rule, or regulation, and any right to recover attorney's fees. 9. Finally, City and Subrecipient warrant and represent that before entering into this settlement agreement and signing this release, that each has read it, that they fully understand that the consideration herein is all the consideration that will be paid by the released parties for all claims, known or unknown, present or future, that City or Subrecipient has or may have against the the other party arising out of the Agreement described; that no promise, representation, inducement, or agreement has been made by anyone except as expressly stated in this instrument; that this agreement contains the entire agreement between the parties; and that City and Subrecipient have had the opportunity to seek the advice of their own attorney in entering into this agreement. The undersigned further warrant that they are of legal age and legally competent to execute this agreement. 11. Authority for the President of Kids of the Neighborhood, Inc., to enter into this Release and Settlement Agreement was unanimously approved by the Board of Directors of Kids 96NH1430.504 Exhibit A 2 of the Neighborhood, Inc., at a Special Meeting held on June 24, 1996. 12. Authority for the Acting City Manager to enter into this Release and Settlement Agreement was approved by the City Council of the City of Corpus Christi at a Regular Council Meeting held on July 9, 1996. Agreed this the day of , 1996. Henry H. Nau, President Kids of the Neighborhood, Inc. Bill Hennings, Acting City Manager City of Corpus Christi THE STATE OF TEXAS § COUNTY OF NUECES § Before me, the undersigned authority, on this day personally appeared Henry H. Nau, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same as President of Kids of the Neighborhood, Inc., for the purposes and consideration therein expressed, and in the capacity therein stated. Subscribed and sworn to before me on this the day of , 1996, which witness my hand and seal of office. THE STATE OF TEXAS § COUNTY OF NUECES § Notary Public, State of Texas Notary's printed name - My commission expires: Before me, the undersigned authority on this day personally appeared Bill Hennings, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledge to me that he executed the same as Acting City Manager of the City of Corpus 96NH1430.504 Exhibit A 3 Christi, for the purposes and consideration therein expressed, and in the capacity therein stated. Subscribed and sworn to before me on this the witness my hand and seal of office. Approved this the 27th day of June, 1996: James R. Bray Jr., City Attorney By: day of , 1996, which Notary Public, State of Texas Notary's printed name: My commission expires: orbert J. Hart, Assisi ity Attorney 96NH1430.504 Exhibit A 4