HomeMy WebLinkAboutC2009-106 - 1/13/2009 - NAState of Texas §
County of Nueces §
AGREEMENT FOR EARLY TERMINATION OF BUILDING LEASE
This agreement ("Agreement") is made by and between the Corpus Christi
Community Improvement Corporation ("Lessor") and Workforce Solutions of the Coastal
Bend, formerly known as the Corpus Christi/Nueces County Service Delivery Area
Private Industry Council ("Lessee').
Section 1. Scope and Objective. Lessor and Lessee entered into a lease ("Lease")
for a term that commenced on January 1, 1994, as subsequently amended by the First
Amendment to Building Lease ("First Amendment"), effective April 1, 1994, and the
Second Amendment to Building Lease ("Second Amendment"), effective January 23,
1995. The Lease, the First Amendment, and the Second Amendment, referred to
collectively in this Agreement as the "Building Lease' between the Lessor and Lessee,
are the subject of this Agreement. The Building Lease commenced on January 1, 1994,
and expires March 31, 2009. The Building Lease authorized the lease of the premises
located at 1616 Martin Luther King Blvd., Corpus Christi, Texas ("Leased Premises') to
Lessee. The parties, by execution of this Agreement, desire to terminate the Building
Lease prior to its expiration in accordance with the terms of the Building Lease ("Early
Termination"), which is the objective of this Agreement.
Section 2. Requirements for Early Termination. By mutual agreement of the parties,
the following terms and conditions apply to effectuate the Early Termination to be ac-
complished by this Agreement:
(A) Lessee shall remit to Lessor the total sum of $42,248.55 ("Final Lease Pay-
ment") within three (3) business days of Lessee's execution of this Agree-
ment. Tender of the Final Lease Payment by Lessee, which payment is
subject to Lessor's acceptance, constitutes full satisfaction of all outstanding
monthly lease sums due, or contemplated to be due, to Lessor under the
existing Building Lease.
(B) Lessee shall remit to Lessor the additional total sum of $5,000.00
("Resolution Payment") at the same time and in the same manner that the
Final Lease Payment is made. Tender of the Resolution Payment by Lessee,
which payment is subject to Lessor's acceptance, constitutes full satisfaction
of all outstanding utility, insurance, maintenance, and operating expenses due
or contemplated to be due to Lessor under the existing Building Lease, as
well as all outstanding physical damage claims, known or unknown to Lessor
at the time of final execution of this Agreement, that Lessor's premises may
hasp ~~ ~~+ai~pd due to Lessee's occupancy under the Building Lease, with the
2009-106 ny physical damages or contamination caused or asserted to
01/13/09
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be caused by Lessee's use of hazardous materials, chemicals, or toxins at
the premises during Lessee's occupancy of the premises.
(C) The Final Lease Payment and the Resolution Payment must be remitted by
Lessee in the form of cash or cashier's check at Lessor's physical business
location of 1201 Leopard Street, Corpus Christi, Texas, delivered to the at-
tention of the City of Corpus Christi's Community Development Office, or
remitted by wire transfer to Lessor's banking institution. In the event Lessee
desires to remit by wire transfer, Lessee shall request all necessary transfer
instructions from Lessor.
(D) Lessor shall notify Lessee in writing, within three (3) business days of Lessee's
full remittance of the payments due under the terms of this Agreement, of
Lessor's acceptance or rejection of Lessee's tender.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF LESSEE
By executing this document, Lessee hereby represents and warrants to Lessor as
follows:
(A) No Violation; Consents. Neither the execution and delivery of this Agreement
by Lessee, nor the performance by it of its obligations hereunder, will breach or
otherwise constitute or give rise to a default under any contract, commitment or other
obligation to or by which Lessee is a party or is bound; or violate in any material respect
any statute, ordinance, law, rule, regulation, judgment, order or decree of any court or
other Governmental Entity to which Lessee is subject
B Liens. Lessee has not authorized or has no knowledge of any lien placed on
the Leased Premises during the term of the Building Lease.
(C) Contracts. All contracts or agreements entered into by Lessee, related to
the Leased Premises, have been paid in full, and have been properly terminated or
cancelled. There are no outstanding disputes or obligations related to such contracts or
agreements.
(D) Violation of Laws. Lessee, is not in violation of any statutes, laws, rules,
regulations, orders, decrees and ordinances applicable to Lessee's use of the Leased
Premises, nor has Lessee received any notice regarding any alleged violation of such
laws applicable to the Leased Premises.
Insurance. Lessee has complied in all material respects with all terms,
obligations and provisions of each policy of insurance presently maintained for, the
Leased Premises, and has paid all premiums due thereon, and no written notice of
cancellation with respect thereto has been received by Lessee.
(F) Litigation. There is no litigation, action, suit, arbitration, mediation, hearing or
governmental investigation pending or, to the knowledge of Lessee, threatened by or
against Lessee primarily related to the Leased Premises and (b) no judgment, award,
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order or decree has been rendered against Lessee that is primarily related to the
Leased Premises which is still outstanding.
(G) Brokers. Lessee has not incurred any liability for brokerage fees, finder's
fees, agent's commissions other similar forms of compensation in connection with the
transactions contemplated by this Agreement.
(H) Taxes. Lessee has not received any notice of taxes due related to the
Leased Premises.
(I) Outstanding utilities. Lessee is current on all payments to service providers
providing service at the Leased Premises, including but not limited to the following:
Water, waste water, electricity, gas, refuse collection, telephone, Internet. Lessee
agrees to remain responsible for any outstanding utilities which occurred during time of
tenancy.
Section 4. Termination. Upon Lessee's remittance of the payments contemplated
under this Agreement and acceptance of such payments by Lessor, the existing
Building Lease between the parties terminates. In the event Lessor rejects Lessee's
tender or Lessee fails to tender the payments contemplated under this Agreement in the
manner stated or in an untimely manner, the parties agree that all terms and conditions
of the existing Building Lease shall continue in full force and effect as if this Agreement
had never been executed by the parties. Until all terms and conditions of this Agree-
ment have been met, Lessee shall keep the insurance required under the Building
Lease in full force and effect.
Section 5. Release. The parties to this Agreement agree that, unless specifically ex-
cepted in this Agreement, execution of this instrument and full compliance with all terms
and conditions specified herein constitutes full and final satisfaction of all performances,
obligations, and payments due under the existing Building Lease as well as any other
agreements, oral or written, that may have been made by the parties related to the
Building Lease and the premises leased.
Section 6. Severability.
(A) If, for any reason, any section, paragraph, subdivision, clause, provision,
phrase, or word of this Agreement or the application hereof to any person or
circumstance is, to any extent, held illegal, invalid, or unenforceable under
present or future law or by a final judgment of a court of competent juris-
diction, then the remainder of this Agreement, or the application of said term
or provision to persons or circumstances other than those as to which it is
held illegal, invalid, or unenforceable, will not be affected thereby, for it is the
definite intent of the parties to this Agreement that every section, paragraph,
subdivision, clause, provision, phrase, or word hereof be given full force and
effect for its purpose.
(B) To the extent that any clause or provision is held illegal, invalid, or un-
enforceable under present or future law effective during the term of this
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Agreement, then the remainder of this Agreement is not affected thereby,
and in lieu of each such illegal, invalid, or unenforceable clause or provision,
a clause or provision, as similar in terms to such illegal, invalid, or
unenforceable clause or provision as may be possible and be legal, valid,
and enforceable, will be added to this Agreement automatically.
Section 7. Authority.
(A) Lessee assures and guarantees Lessor that the Lessee possesses the legal
authority to enter into this Agreement and to perform the services the Lessee
has obligated itself to perform under this Agreement.
(B) The person or persons signing and executing this Agreement on behalf of
the Lessee, or representing themselves as signing and executing this
Agreement on behalf of the Lessee, do hereby warrant and guarantee that
he, she, or they have been duly authorized by the Lessee to execute this
Agreement on behalf of the Lessee and to validly and legally bind the
Lessee to all terms, performances, and provisions stated in this Agreement.
Section 8. Applicable Law. This Agreement is to be construed under and in
accordance with the laws of the State of Texas, and all obligations of the parties created
un-der this Agreement are performable in Nueces County, Texas.
Section 9. Entire Agreement. This Agreement constitutes the entire agreement
between the parties as to the performances required and contains all of the terms and
conditions agreed upon by both parties. Excluding the Building Lease between the
parties that will remain in effect until the conclusion of all obligations required to be
performed under this Agreement, no other agreements, oral or otherwise, regarding the
subject matter of this Agreement shall be deemed to exist or to bind the parties unless
the same be in writing, dated subsequent to the date hereof, and duly executed by the
parties.
Executed in duplicate originals to be effective on the last date of execution by the
parties below.
LESSOR: CORPUS CHRISTI COMMUNITY IMPROVEMENT CORPORATION
By: ,C ~,rW
Prin d Name: ~ tO~~e j (~. 'E~,.C'~e~l~ v
Date: l `2r ~ t~°t
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AAMANDOCHAPA _.__.~:
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LESSEE: COASTAL BEND WORKFORCE DEVELOPMENT BOARD doing
business as WORKFORCE SOLUTIONS OF THE COASTAL BEND (and formerly
known as the Corpus Christi/Nueces County Service Delivery Area Private
Industry Council)
ACKNOWLEDGMENTS
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES §
This instru el~t w acknowledged before me on the ~ day of 2009,
by ~~ ^ as , of the Coastal Bend Workforce D velop-
ment Bo d doing busine s as Workforce Solutions of the Coastal Bend, a Texas
nonprofit corporation, on behalf of the corporation.
6~Pr~o(c,, LAURISA LYNN BAKLIK ~~ \ ,
""""" NO CRY PUBLIC tote of Texas
~• Notary Public, State of Texas
_:•. ~.2 My Commission Expires
~'~:!%;`,~~` March 09, 2011
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