HomeMy WebLinkAbout021859 ORD - 01/18/1994AN ORDINANCE
AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE TO
EXECUTE A TEN-YEAR LEASE AGREEMENT WITH MEMORIAL
MEDICAL CENTER FOR REAL PROPERTY AND SUBSEQUENT
IMPROVEMENTS ON PROPERTY LOCATED AT MARTIN LUTHER
KING DRIVE AND SAM RANKIN STREET; AND PROVIDING FOR
PUBLICATION.
NOW, THEREFORE, BE IT ORDAINED 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 lease agreement for a term of 10 years with the Nueces County Hospital District D/B/A
Memorial Medical Center for real property and subsequent improvements on the property,
located at Martin Luther King Drive and Sam Rankin Street, more particularly described
in the lease agreement a substantial copy of which is attached hereto and made a part
hereof for all purposes as Exhibit A.
SECTION 2. Publication shall be made in the official publication of the City of
Corpus Christi as required by the City Charter of the City of Corpus Christi.
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MEMORIAL MEDICAL CENTER LEASE
THE STATE OF TEXAS §
COUNTY OF NUECES §
WHEREAS, The City of Corpus Christi, Texas ("City") is the owner of real property
located at Martin Luther King Drive and Sam Rankin Street, Corpus Christi, Texas; and
WHEREAS, Nueces County Hospital District D/B/A Memorial Medical Center
("Lessee") desires to lease the real property of the City located at Martin Luther King Drive
and Sam Rankin Street and to construct Improvements thereon;
NOW, THEREFORE, In consideration of the foregoing and the mutual promises
herein contained, the City and Lessee agree as follows:
I. FACILITIES
The City does hereby lease, let, and demise to Lessee the Facilities, and all
Improvements located or to be located thereon described as:
Lots 1, 2, 3, 4, 5, and 6, Block 2, Hidalgo Addition, remaining portion of
Lots 1, 2, 3, 4, 5, and 6, Block 1, Hidalgo Addition, and approximately 150
linear feet of 60 foot wide Massey Street abutting said Lots and closed by
City Ordinance 21769 on October 12, 1993, City of Corpus Christi, Nueces
County, Texas; and
Any Improvement located on or which may be constructed on the above
described Tots ("Improvements");
for the consideration, and such other consideration as provided for by this Lease, of one
dollar ($1.00) per year due and payable on February 14, 1994 and payable on that same
date each succeeding year of the Lease. The term "Facilities" shall collectively include the
Property and any Improvements thereon.
II. TERM
The term of this Lease shall be effective sixty (60) days after final Council approval
and continue for ten (10) years, subject to the provisions concerning termination as stated
herein.
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visiting the Facilities or otherwise served by the Facilities.
Lessee shall also keep and provide access to records documenting compliance
with Section 109 of the Housing and Community Development Act of 1974, (42 U.S.C.A.
§ 5309) as amended, which requires that no person shall on the grounds of race, color,
national origin, religion or sex, be excluded from participation in, be denied the benefits
of, or be subjected to discrimination under, any program or activity funded in whole or
in part with community development funds made available pursuant to the Act. Any
prohibition against discrimination on the basis of age under the Age Discrimination Act
of 1975 or with respect to an otherwise qualified handicapped individual as provided in
section 794 of Title 29 shall also apply to this Lease Agreement.
Lessee shall comply with Attachment C, "Retention and Custodial Requirements
for Records" to OMB Circular number A-110, except that in lieu of the provisions in
paragraph 4, the retention period for records pertaining to individual CDBG activities
starts from the date of submission of the annual performance and evaluation report, as
prescribed in 24 CFR 570.507, in which the specific activity is reported on for the final
time.
Lessee shall keep and provide access to records documenting compliance with
the following rules and regulations: 24 CFR 570, et seq, including but not limited to
Sections 570.610 Uniform Administrative Requirements and Cost Principles and 570.611
Conflict of Interest. If there is a conflict of interest with any employee, agent, consultant,
officer or member of the Board of Directors of Lessee, the name and title of the person
with the conflict and the nature of the conflict must be submitted to the City's Department
of Community Development.
VII. INDEMNIFICATION
Lessee agrees that it will indemnify the City from current revenues and hold City
harmless of, from, and against all claims, demands, actions, damages, losses, costs,
liabilities, expenses, and judgments, recovered from or asserted against City on account
of injury or damage to persons or property to the extent any such damage or injury may
be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part,
by an act or omission, negligence or misconduct on the part of City, its officers,
employees, or agents, (Indemnitees) or on the part of Lessee or any of its agents,
servants, employees, contractors, patrons, guests, licensees, or invitees, entering upon
the Facilities pursuant to this Lease Agreement with the express or implied invitation or
permission of Lessee, or when any such injury or damage is the result of a proximate or
remote violation by Lessee, or any of its agents, servants, employees, contractors,
patrons, guests, licensees, or invitees of any law, ordinance, or governmental order of any
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kind, or when any such injury or damage may in any other way arise from or out of the
Improvements being constructed at the Facilities herein or out of the use or occupancy
of the Improvements to the Facilities or the Facilities themselves by Indemnitees, Lessee,
its agents, servants, employees, contractors, patrons, guests, licensees, or invitees,
including without limitation, any damages or costs which may occur as a result of the
design of the Improvements to the Facilities, the bidding process, actual construction of
the Improvements to the Facilities, administration of the construction contracts by the City
or its designee, failure of the Improvements to the Facilities prior to completion and
acceptance of the Improvements by City and Lessee jointly, failure of the Improvements
to the Facilities to work as designed, failure of the Contractor or manufacturer to honor
its warranties, failure of Lessee to maintain the Improvements to the Facilities, or the
Facilities themselves; provided that the indemnity granted hereinabove is limited to the
extent of the stated amounts of insurance coverage required as specified in Section XV,
Insurance, Subparagraph (1) and in no event shall exceed such amounts.
These terms of indemnification shall be effective whether such injury or damage
may result from the sole negligence, contributory negligence, or concurrent negligence
of Indemnitees; but not if such damage or injury may result from gross negligence or
willful misconduct of Indemnitees.
Lessee covenants and agrees that, in case City shall be made a party to any
litigation against Lessee or in any litigation commenced by any party, other than Lessee
relating to this Lease Agreement, Lessee shall and will pay all costs and expenses,
including reasonable attorney's fees and court costs incurred by or imposed upon City
by virtue of such litigation.
VIII. COMPLIANCE WITH LAWS
Lessee agrees that, in the operation of the Facilities and all programs offered by Lessee
at the Facilities, Lessee will promptly comply with and fulfill all laws, ordinances,
regulations and codes of Federal, State, County, City and other governmental agencies
applicable to the Facilities and all programs offered by Lessee at the Facilities, and that
Lessee will promptly comply with all ordinances or regulations imposed by the City for
the correction, prevention and abatement of nuisances or code violations in or connected
with the Facilities during the term of this Lease, at Lessee's sole expense and cost.
IX. SUSPENSION AND TERMINATION
The City may suspend or terminate this Lease in accordance with 24 CFR 85.43
if Lessee materially fails to comply with any term of this Lease.
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This Lease may be terminated for convenience in accordance with 24 CFR 85.44.
Pursuant to the sections cited above and HUD guidelines, if any deficiencies are
discerned by monitoring of this Lease Agreement, the City will either temporarily withhold
cash payments pending correction of the deficiencies, disallow all or part of the cost of
the activity or action not in compliance, wholly or partly suspend or terminate the lease
or terminate the current award, withhold further awards, or take other remedies that may
be legally available.
Either party may terminate this Lease as of the last day of any month upon thirty
(30) days prior written notice. The party terminating this Lease Agreement must comply
with 24 CFR 85.43 and 24 CFR 85.44 and all other provisions of this Lease Agreement
providing responsibilities in the event of termination.
Upon termination of this Lease Agreement, Lessee agrees to refund to the City all
Community Development Block Grant funds expended on construction of the Facilities
and Improvements thereto. If Lessee cannot refund all such money within thirty (30) days
of the termination notice Lessee will vacate the Facilities within said thirty -day termination
notice period and the City may take whatever action is necessary to reimburse the City
as set out in 24 CFR 85.43 and 85.44.
X. REVERSION OF ASSETS
Lessee's Facilities shall be used to meet at least one of the national objectives of
the Housing and Community Development Act, as set forth in 24 CFR 570.208, for ten
(10) years from the effective date of this Lease.
In the event that the Facilities are not used to meet one of the national objectives
for ten (10) years from the effective date of this Lease Agreement, then Lessee shall
vacate the Facilities on thirty (30) days notice. Reversion of Assets is not applicable to
this Lease because the Facilities are owned by the City.
XI. PROGRAM INCOME
Lessee agrees to comply with Attachment D of OMB Circular number A-110 with
reference to Program Income, if applicable.
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XII. RELIGIOUS ACTIVITIES
Lessee agrees to comply with requirements in reference to Religious Organizations
as set forth in 24 CFR 570.200Q).
XIII. BREACH OF LEASE
No assent, express or implied, by the City to any breach of any of Lessee's
covenants, agreements, conditions or terms hereof shall be deemed or taken to be a
waiver of any succeeding breach of any covenant, agreement, condition or term hereof.
XIV. RIGHT TO ENTER AND INSPECT
The City reserves the right to enter the Facilities at any reasonable time during the
term of this Lease for the purpose of inspecting the same in order to determine whether
the terms and conditions of this Lease are being observed and carried out, including but
not limited to, both exterior and interior maintenance.
XV. INSURANCE
Lessee shall acquire and maintain the following insurance coverages during the
term of this Lease:
(1) general liability insurance covering all activities to be conducted on the
Facilities with a personal injury endorsement in the minimum amount of $1,000,000
as aggregate liability and $100,000 for property damage with the City as the
primary insured;
(2) workers' compensation insurance on all its employees as required by state
and federal law;
(3) property insurance in the amount of the full replacement value of all buildings
and improvements, insuring against all risks as required by the City Manager, or
his designee; and
(4) builder's completed value risk insurance against "all risks of physical loss,"
including collapse and transit coverage, in the full value of the improvements, for
so long as work remains to be completed on the Improvements
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Lessee shall provide City with certificates of insurance reflecting all the above
coverages, and shall promptly provide City with copies of all such insurance policies at
least ten (10) days prior to occupying the Facilities. Failure to maintain such insurance
will be cause for the City to take control of the Facilities and will cancel any claim that
Lessee may have to the use of the Facilities. No such coverage shall be canceled, not
renewed or materially changed without thirty (30) days prior written notice to the City,
directed to the City Manager. The City Manager shall annually review and update such
amounts and terms and coverages for all insurance policies.
XVI. DEFAULTS
Upon thirty days prior written notice to Lessee, the City may, at its option, in
addition to any other remedy or right hereunder or by law, terminate this Lease upon
occurrence of any of the following conditions (Defaults), provided that Lessee has not
cured the Default prior to termination:
(1) Failure to operate the Facilities for the purposes set forth in Paragraph III
except during the periods necessary for repairs or renovation approved by the City
in writing or except as otherwise contemplated by this Lease.
(2) Failure to maintain Facilities and grounds.
(3) Intentional, knowing or fraudulent failure to maintain strict and accurate books
of account, or failure to furnish said books of account to the City and/or HUD for
inspection.
(4) Failure to abate any nuisance specified in writing by the City within a
reasonable time specified in writing by the City.
(5) Failure to comply with any term of this Lease.
(6) Failure to have in effect policies of general liability insurance, workers'
compensation insurance, and property insurance as required by the City Manager.
(7) Dissolution of Lessee as a hospital district.
(8) Abandonment of the Facilities for thirty (30) days.
(9) Failure of Lessee to correct any other breach in the performance or
observance of any other covenant or condition of this Lease.
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Upon termination of this Lease as herein above provided, or pursuant to statute,
or by summary proceedings or otherwise, the City may enter forthwith and resume
possession either by summary proceedings, or by action at law or in equity or by force
or otherwise, as the City may determine, without being liable in trespass or for any
damages. The foregoing rights and remedies given to the City are, and shall be deemed
to be, cumulative of any other rights of the City under law, and the exercise of one shall
not be deemed to be an election, and the failure of the City at any time to exercise any
right or remedy shall not be deemed to operate as a waiver of its right to exercise such
right or remedy at any other or future time.
Notwithstanding any other provisions hereof should Lessee breach any section or
provision of this Lease including without limitation the failure to pay taxes, assessments
and other government charges, said breach shall be in accordance with IX herein. If
repayment is required as a remedy, other remedies may be pursued as deemed
necessary if repayment is not made, City shall be entitled to its reasonable attorneys fees
in any court action arising out of this Lease.
XVII. MODIFICATION
Modifications to this Lease shall not be effective unless signed by a duly authorized
representative of all parties hereto. Modifications which do not change the essential
scope and purpose of the Lease may be approved on behalf of the City by the City
Manager.
XVIII. PUBLICATION
Lessee agrees to pay the costs of newspaper publication of this Lease and related
Ordinance as required by the City Charter.
XIX. TERMINATION NOTICE
Lessee acknowledges and understands that if it is unable to carry out the terms
of this Lease Agreement, this Lease Agreement is null and void. Lessee agrees to
execute a Termination Agreement setting out the reasons for the termination, the effective
date of termination, and in the case of partial termination, the portion of the Lease
Agreement to be terminated. Either party may terminate this Lease Agreement as of the
last day of any month upon thirty (30) days prior written notice containing the same
information as required in the above described Termination Agreement to the other party.
Notice shall be deemed to have been given upon deposit in U. S. Certified Mail properly
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stamped and addressed for delivery to:
Lessor:
City of Corpus Christi
P.O. Box 9277
Corpus Christi, Texas 78469-9277
Attn: City Manager
Lessee:
Memorial Medical Center
2606 Hospital Blvd.
Corpus Christi, TX 78405-1818
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XX. TAXES
Lessee shall pay any ad valorem taxes associated with the Facilities which may be
levied during the term of this Lease or any extension hereof. Lessee shall not voluntarily
create, cause, or allow to be created, any debts, liens, mortgages, charges, or other
encumbrances against the Facilities. Lessee shall from time to time, duly pay and
discharge or cause to be discharged or to be paid, when the same becomes due, all
taxes, assessments, and other government charges which are lawfully imposed upon the
Facilities and which, if unpaid, may by law, become a lien or encumbrance upon such
Facilities and thereby impair or otherwise adversely affect the holding of such Facilities
for the use set out in this Lease.
XXI. GENERAL PROVISIONS
A. No Liability. In no event shall the City be liable for any contracts made by or
entered into by Lessee with any other person, firm, corporation, association, or
governmental entity.
B. Nonassignment. Lessee shall not assign, mortgage, pledge, or transfer this
Agreement or any interest in the Facilities without prior written consent of the City.
C. Nonexclusive Services. Nothing herein shall be construed as prohibiting
Lessee from entering into contracts with additional parties for the performance of services
similar or identical to those enumerated herein, and nothing herein shall be construed as
prohibiting Lessee from receiving compensation therefore from such additional parties,
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provided that all other terms of this Lease are fulfilled.
D. Hours of Operation. Facilities shall be operated so as to be open for use by
the general public during all normal hours of operation.
E. Jurisdiction and Validity. If for any reason any section, paragraph, subdivision,
clause, phrase, or provision of this Lease shall be held invalid or unconstitutional by final
judgment of a court of competent jurisdiction, it shall not affect any other section,
paragraph, subdivision, clause, phrase, work or provision thereof be given full force and
effect for its purpose. The laws of the State of Texas shall apply to any dispute arising
hereunder. Venue shall lie in Corpus Christi, Nueces County, Texas, where this Lease
was entered into and shall be performed.
SIGNED, this day of , 1993.
ATTEST:
Armando Chapa
City Secretary
APPROVED:
may of 993
James R.
By:
Nor • =rt J. art
A-istant City Attorney
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CITY OF CORPUS CHRISTI
Juan Garza
City Manager
L CENTER
David S. Lopez
President
That the foregoing ordinance was read for the first time and passed to its second reading
on this the (4 day of CX ckALL fl -t r , 19 Q ?) , by the following vote:
Mary Rhodes
Dr. Jack Best
Melody Cooper
Cezar Galindo
Betty Jean Longoria
Edward A. Martin
Dr. David McNichols
David Noyola
Clif Moss
That the foregoing ordinance was read for the second time and passed finally on this the
jrb day of `jQ,yt tT(y,,,arv) , 19 qq, by the following vote:
Mary Rhodes
Dr. Jack Best
Melody Cooper
Cezar Galindo
Betty Jean Longoria
PASSED AND APPROVED, this the
Oky
at_
Edward A. Martin
Dr. David McNichols
David Noyola
Clif Moss
Qt
143 day of , 19 CILI
THE C F CORPUS CHRISTI
APPROVEDAMDAY coatssa, 19:
JAMES R. BRAY, JR., CITY ATTORNEY
By
orbert J. >114
Assistant City Atto
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PUBLISHER'S AFFIDAVIT
State of Texas, } CITY OF CORPUS CHRISTI
County of Nueces } ss: AD# 40225
P01
Before me, the undersigned, a Notary Public, this day personally
came Beverly Bennett, who being first duly sworn, according to
law, says that she is Business Office Secretary of the Corpus
Christi Caller -Times, a daily newspaper published at Corpus
Christi in said County and State, generally circulated in
Aransas, Bee, Brooks, Cameron, Duval, Hidalgo, Jim Hogg, Jim
Wells, Karnes, Kenedy, Kleberg, Live Oak, Nueces, Refugio, San
Patricio, Victoria, and Webb Counties, and that the publication
of NOTICE OF PASSAGE OF ORDINANCE NO. 021859 AUTHORIZING THE
CITY MANAGER. OR HIS DESIGNEE. TO EXECUTE A TEN-YEAR LEASE which
the annexed is a true copy, was published in the Corpus Christi
Caller -Times on the 23rd day(s) of January, 1994.
One Time(s)
$56.00
r
Business Of� Secretary
Subscribed and sworn to before me this 28th day
of January, 1994.
Notary Public, Nueces County, Texas
E16/Sunday, January 230994 carp La {g;1°�aller•Timea -
{ 1111 Legal:Ma: 111`0 "tin tegaj (Sita
OF PASSAGE OF reed by the Oranndn.....- no.. ode
0' .INANCE NO. 021859 Inde• ., . t .Sch
AU 'RIZING THE CITY
MANAGER, OR HIS DESIG-
NEE;:;>TO EXECUTE A
TEM'yEAR LEASE AGREE-
MENT WITH MEMORIAL
MEDICAL CENTER FOA81EAL
PROPERTY AND *BSE-
OUEI1{�Y-IMMPROVEMEIQTS ON
PROPERTY LOCATED AT
MAKIN LUTHER KING,,ppRIVE
AND. SAM RANKIN SREET;
ANO pp8ROpVIDING FORSUEIU-
CAT4Ohr THE PURPLE IS
FOR'. s.a STRUCTION„'OF A
5,000 DARE EOOT€UILD-
INd +- USE AS A PRIMARY
CARS`s1( TER TQ P VIDE
PRIMAHEALTH ?CARE
SERylOES PRIMARILW FOR-
LOW
-FMIESFORICOMERACA ;
PEMOP OF TEN YEARS= AND?.
"FO MONETARY CO d,. DER-'!
AT? OF ONE a v LAR
1S1 PER YEAR
s oldinance was .pissed
on ft reading by the;
City' cAgncil of the 'city of
Corpus Christi on the 18th
day gt-,lanuary, 1994:"
, /s/ Annshdd'bhapa
C14t Stretary
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