HomeMy WebLinkAboutC2017-232 - 7/18/2017 - Approved ,5
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AGREEMENT WITH SQH SPORTS &ENTERTAINMENT,INC.TO EXTEND
PERFORMANCE MILESTONES
Whereas, on October 18, 2016, the City of Corpus Christi ("the City") and SQH Sports &
Entertainment, Inc., ("SQH") entered into a Ground Lease (the "Lease") regarding an
approximately 67.69 acre parcel of unimproved land located near State Highway 286 and FM 43
to be used by SQH for construction of a regional youth sports complex;
Whereas,the Effective Date of the Lease was defined to be the sixty-first day after final approval
by the Corpus Christi City Council,or December 18,2016;
Whereas,Section 8.1.2 of the Lease provided the following Performance Milestones:
8.1.2. Performance Milestones — Tenant (SQH) agrees to complete the
following performance milestones by the dates shown below with all dates running
from the Effective Date. The determination of tenant's successful compliance with
these Performance Milestones is within the sole determination and discretion of the
Director of Parks and Recreation, whose approval shall not be unreasonably
withheld. Tenant agrees to provide Director of Parks and Recreation with
documentation of completion of each Performance Milestone,subject to review and
approval of Director of Parks and Recreation. Failure to timely and successfully
complete a Performance Milestones shall be considered an"Event of Default"and
subject to further action under Article 15.
8.1.2.A. The Coastal Bend Community Foundation Tracts have been
conveyed to SQH by third party owner within six (6) months from the
Effective Date.
8.1.2.B.Within six months from the Effective Date,Tenant demonstrates to
the satisfaction of the Director of Parks and Recreation that all utilities for
the Premises have been approved in accordance with the Unified
Development Code.
8.1.2.C. Tenant secures funding for construction of Improvements listed
above within nine(9)months from the Effective Date.
8.1.2.D. Tenant completes final design of complex within 13 months from
the Effective Date.
8.1.2.E.Tenant begins construction of complex within 14 months from the
Effective Date.
8.1.2.F. Tenant substantially completes construction of complex within 27
months from the Effective Date.
8.1.2.G.Tenant begins operations of major components of complex within
29 months from the Effective Date.
2017-232
7/18/17
Ord. 031186
SQH Sports & Entertainment
INDEXED
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Notwithstanding anything in this Lease to the contrary, the Parties agree
and understand that failure to enter into a mutually agreeable utility line
agreement to provide proper utilities to the Premises within six months from
the Effective Date shall be grounds for either party to terminate this Lease
upon written notice,and at no cost or liability to the other party."
Whereas,Section 5.1 of the Lease provides the following regarding utilities:
"5.1. Utilities. During the Term Tenant will make all arrangements for
obtaining service contracts and shall pay for all utilities (including without
limitation electricity, water, gas, sewer and telephone service) and services
furnished to, or to be used on, the Premises and/or in connection with the
Improvements,and for all service commencement charges and meter reading
fees. Such charges and expenses shall be paid by Tenant promptly and
without delinquency directly to the utility companies or other entities to
which such charges and fees are payable. Tenant shall comply with the
Landlord's water conservation measures which are enacted pursuant to City
ordinance. All utilities installed by Tenant must be done in compliance with
all applicable City Codes and regulations including but not limited to the
requirement at Unified Development Code Sections 8.5.2.F which provides
that when property requesting wastewater service is located outside the City
limits, the property owner shall agree to annex or sign a contract to annex
such property prior to wastewater service being made available. In addition,
reimbursement for a lift station installed by Tenant or any other developer
shall only be made upon compliance with the Unified Development Code,
which requires prior City Council approval of a separate reimbursement
agreement prior to start of construction. Finally, per the Unified
Development Code, the Tenant's or any other developer's application for
reimbursement may not be considered until an amendment to the applicable
Master Plan has been approved by the City Council.
Whereas,the parties have been working towards accomplishing the performance milestones and
now desire to amend the Lease to extend the Performance Milestones to allow the project to
continue to successful completion by execution of this Agreement to Extend Performance
Milestones,(the"Agreement");
NOW,THEREFORE,THE PARTIES AGREE AS FOLLOWS:
1. Section 8.1. of the Lease is amended to extend the performance milestones by up to an
additional twelve months,as follows:
"8.1.2.Performance Milestones—Tenant agrees to complete the following performance
milestones by the dates shown below with all dates running from the Effective Date. The
determination of tenant's successful compliance with these Performance Milestones is within the
sole determination and discretion of the Director of Parks and Recreation, whose approval shall
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not be unreasonably withheld. Tenant agrees to provide Director of Parks and Recreation with
documentation of completion of each Performance Milestone, subject to review and approval of
Director of Parks and Recreation. Failure to timely and successfully complete a Performance
Milestones shall be considered an "Event of Default" and subject to further action under Article
15.
8.1.2.A. The Coastal Bend Community Foundation Tracts have been conveyed to
SQH or an affiliate of SQH by third party owner within eighteen (18) months from the
Effective Date. "Affiliate of SQH" means an entity who controls, is controlled by, or is
under common control with SQH.
8.1.2.B.Within eighteen(18)months from the Effective Date,Tenant demonstrates
to the satisfaction of the Director of Parks and Recreation that all utilities for the Premises
have been approved in accordance with the Unified Development Code.
8.1.2.C. Tenant secures funding for construction of Improvements listed above
within twenty-one(21)months from the Effective Date.
8.1.2.D.Tenant completes final design of complex within twenty-five(25)months
from the Effective Date.
.8.1.2.E. Tenant begins construction of complex within twenty-six (26) months
from the Effective Date.
8.1.2.F.Tenant substantially completes construction of complex within thirty-nine
(39)months from the Effective Date.
8.1.2.G. Tenant begins operations of major components of complex within forty-
one(41)months from the Effective Date.
Notwithstanding anything in this Lease to the contrary,the Parties agree and understand that failure
to enter into a mutually agreeable utility line agreement to provide proper utilities to the Premises
within eighteen(18)months from the Effective Date shall be grounds for either party to terminate
this Lease upon written notice,and at no cost or liability to the other party."
2. Cancellation of Coastal Bend Community Foundation Tracts Purchase. If, within a
reasonable time after the execution of this Agreement,before the Performance Milestone deadline
of Section 8.1.2.A. of the Lease, SQH deems that the purchase of the Coastal Bend Community
Foundation Tracts has become commercially unreasonable or impossible, SQH shall report such
decision to the City in writing, and the Performance Milestone of Section 8.1.2.A of the Lease
shall be automatically cancelled and removed from the Lease.
3. Disclosure of Interests. SQH agrees to comply with City of Corpus Christi Ordinance No.
17112 and complete the Disclosure oflnterests form as part of this contract. SQH agrees to comply
with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested
Parties as part of this contract. For more information,please review the information on the Texas
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Ethics Commission website at https://www.ethics.state.tx.us. Lessee agrees to comply with
Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's
Office, if required. For more information and to determine if you need to file a Form CIQ,please
review the information on the City Secretary's website at
http://www.cctexas.com/government/c itv-secretary/conflict-disclosure/index.
4. This Agreement to extend the Performance Milestones takes effect upon signature by the City
Manager or designee, after City Council approval. All other terms and conditions of the Lease
remain in effect except as modified by this Agreement.
AGREED TO BY:
SQH
By: fit./.4.‘t t/r girl•91
Name: �"U( 2/e �---
Title: C O O
Date: 6/
5
CITY OF CORPUS CHRISTI
By: yew
Margie C. Rose
City Manager
Attest:
By: 1-\DJ3Lic e tC, ,
Rebecca Huerta
City Secretary
APPROVED AS TO FORM:This I Z day of ,2017.
.
By: �-� �. Ge-y
Lisa Aguilar,Assistant City Attorney
For the City Attorneyaeti ( 1 ((i c,�
II✓ HUnt
31 COUNCIL -� -'..—
SFCRFTAR
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Certificate of Interested Parties Form 1295
The Texas Legislature passed HB1295 in their last legislative session which added
section 2252.908 to the Texas Government Code that now requires that a governmental
entity receive a Certificate of Interested Parties Form 1295 before the governmental
entity may enter into a contract (new, amended, extended or renewed) that requires an
action or vote by the City Council before the contract may be signed.
With regards to HB1295, the Texas Ethics Commission was tasked to create rules to
implement HB1295. The Texas Ethics Commission adopted the following definitions
which are found at 1 Texas Administrative Code Section 46.3:
(a) "Contract" means a contract between a governmental entity or state agency and a
business entity at the time it is voted on by the governing body or at the time it binds the
governmental entity or state agency, whichever is earlier, and includes an amended,
extended, or renewed contract.
(b) "Business entity" includes an entity through which business is conducted with a
governmental entity or state agency, regardless of whether the entity is a for-profit or
nonprofit entity. The term does not include a governmental entity or state agency.
(c) "Controlling interest" means: (1) an ownership interest or participating interest in a
business entity by virtue of units, percentage, shares, stock, or otherwise that exceeds
10 percent; (2) membership on the board of directors or other governing body of a
business entity of which the board or other governing body is composed of not more
than 10 members; or(3) service as an officer of a business entity that has four or fewer
officers, or service as one of the four officers most highly compensated by a business
entity that has more than four officers. Subsection (3) of this section does not apply to
an officer of a publicly held business entity or its wholly owned subsidiaries.
(d) "Interested party" means: (1) a person who has a controlling interest in a business
entity with whom a governmental entity or state agency contracts; or(2) an
intermediary.
(e) "intermediary,"for purposes of this rule, means, a person who actively participates in
the facilitation of the contract or negotiating the contract, including a broker, adviser,
attorney, or representative of or agent for the business entity who: (1) receives
compensation from the business entity for the person's participation; (2) communicates
directly with the governmental entity or state agency on behalf of the business entity
regarding the contract; and (3) is not an employee of the business entity or of an entity
with a controlling interest in the business entity.
This new law applies to all contracts that are presented to the City Council for approval,
which includes your contract. Accordingly, we are needing your assistance in complying
with the new Form 1295 requirements.
Per the direction of the Texas Legislature, the Texas Ethics Commission made available
on its website a new filing process that must be used by business entities (including
nonprofit organization) to file Form 1295. Information regarding how to use the filing
process is available on the Texas Ethics Commission website at the following link:
https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm
Please:
(1) use the online application to process the required information on Form 1295
(2) print a copy of the form which will contain a unique certification number
(3) have the form signed by an authorized agent and notarized; and
(4) file the completed Form 1295 and certification of filing (scanning and emailing
form is sufficient)with the City of Corpus Christi at the time the signed contract
is submitted for City Council approval. Please email the completed Form 1295
to: Lisa Aguilar with City Legal Department at lisaa@cctexas.com.
Your first step in completing Form 1295 will be to create an account on the Texas Ethics
Commission website. For assistance on how to register and how to complete Form 1295,
we would highly encourage you to watch the short "Logging In the First Time— Business
User" and "How to Create a Certificate". videos that are posted on the website noted
above. In additional there are several other links on the website posted above that may
be helpful to you in understanding and completing Form 1295.
To complete the form, the following information is provided:
(1)Who is the contract with —click"Other Governmental Entity"
(2)Agency/Entity Name— Corpus Christi, Texas
(3) Contract ID Number-enter the number"111".
(4) Contract description: Agreement
Thank you.
Ordinance authorizing the City Manager or designee to execute an
Agreement with SQH Sports & Entertainment, Inc. to extend
Performance Milestones in the Lease Agreement for the Regional Youth
Sports Complex
Be it ordained by the City Council of the City of Corpus Christi, Texas:
SECTION 1.The City Manager or her designee is authorized to execute an Agreement with
SQH Sports & Entertainment, Inc. to extend performance milestones in the Lease
Agreement approved on October 18, 2016 for the Regional Youth Sports Complex. A copy
of the Agreement is on file in the Office of the City Secretary.
That the foregoing ordinance was read for the first time and passed to its second reading
on this the day of , 2017, by the following vote:
Joe McComb Ben Molina
Rudy Garza Lucy Rubio
Paulette Guajardo Greg Smith
Michael Hunter Carolyn Vaughn
Debbie Lindsey-Opel
That the foregoing ordinance was read for the second time and passed finally on this the
day of , 2017, by the following vote:
Joe McComb Ben Molina
Rudy Garza Lucy Rubio
Paulette Guajardo Greg Smith
Michael Hunter Carolyn Vaughn
Debbie Lindsey-Opel
PASSED AND APPROVED on this the day of , 2017.
ATTEST:
Rebecca Huerta Joe McComb
City Secretary Mayor
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-245659
SQH Sports&Entertainment Inc.
San Antonio,TX United States Date Fiied:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 08/04/2017
being filed.
City of Corpus Christi Date Acknowledged:ilAir
3 Provide the identification number used by the governmental entity or state agency to track or Identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
112
Extension Lease Agreement between the City of Corpus Christi and SQH Sports and Entertainment Inc.
Nature of interest
4 Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
SQH Sports&Entertainment Inc. San Antonio,TX United States X
5 Check only if there is NO Interested Party. o
8 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
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ID 0 3050087 Signature of authorized agent Mracting business entity
AFFIX NOTARY STAMP!SEAL ABOVE �} N(J� �j
Sworn t and subscribed before me,by the said rn C-k-OJ� o ` '`J ��,this the ✓ day ofa��US+
20 , .to certify which,witness my hand and seal of office.
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Signature oft' officer administering oath Printed name of officer administering oath Tide of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx,us Version V1.0.883