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1999-103-AGREEMENT, PRIMETIME AT THE RED BALL UNION STATION, STATEWIDE TRANSPORTATION ENHANCEMENT PROGRAM GRANT RESOLUTION NO. 99-103 WHEREAS, the City Council of the City of Paris did heretofore, on the 5th day of August, 1999, in Resolution No. 99-101, authorize, as nominating entity for CHRISTUS St. Joseph's Health Center, the application for the Statewide Transportation Enhancement Program Grant entitled "Prime7ime at the Red Ball Union Station" and request funding for the same; and, WHEREAS, as a part of such project, it is deemed appropriate that the City of Paris enter into an agreement with CHRISTUS St. Joseph's Health Center for the purpose of defining the roles and responsibilities of each party as Ihe same rei ales to the grant and to the implementation and operation of the project; and, WHEREAS, the form of the agreement, attached hereto as Exhibit A, should, in all things, be approved, and the Mayor, Charles H. Neeley, should be authorized to execute the same; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL 01<' THE CITY 01<' PARIS, that the form of the agreement with CHRlSTUS St. Joseph's Health Center, attached hereto as Exhibit A, defining the roles and responsibilities of each party as the same relates to the Statewide Transportation Enhancement Program Grant and to the implementation and operation of the project entitled "Prime7ime at the Red Ball Union Station," be, and the same is hereby, approved; and, BE IT FURTHER RESOLVED, that the Mayor, Charles H. Neeley, be, and he is hereby, authorized and directed to execute, on behalf of the City of Paris, the agreement with CHRISTUS St. Joseph's Health Center, under the terms and conditions and in the form shown in Exhibit A, attached hereto. PASSED AND ADOPTED this 9th day of August, 1999. Charles H. Neeley, Mayor ATTEST: , Mattie Cunningham, City Clerk APPROVED AS TO FORM: J~YH~ ~ Acting City Attorney STATE OF TEXAS) COUNTY OF LAMAR ) ) KNOW ALL MEN BY THESE PRESENTS: THAT, the CITY OF PARIS, PARIS, TEXAS, a municipal corporation, by and through its Mayor, Charles H. Neeley, duly authorized, hereinafter called CITY, and CHRISTUS ST. JOSEPH'S HEALTH SYSTEM, a Texas non-for-profit organization, by and through the duly authorized officer whose signature appears below, hereinafter called HOSPITAL, do hereby contracl and agree as follows: 1. CITY agrees to act as the nominaling entity for a Statewide Transportalion Enhancement Program Granl (the Grant) in the amount of $1 ,608,504.00, being approximately 80% of the estimated cost of the rehabilitation project entitled "PrimeTime at the Red Ball Union Station" (the Project), with HOSPITAL providing $402,126.00 in matching cash funding. HOSPITAL understands and agrees that CITY is acting as the nominating entity for the sole purpose of assisling HOSPITAL in securing said Grant, and thai CITY shall not be responsible for the provision of any in-kind contributions or services relating to the Project. 2. In accordance with the requirements of the Grant, CITY agrees to enter an agreement with the Texas Departmenl of Transportation (TxDOT) to be financially responsible for the non- federal participaling funding and for Ihe recommendalion, implementation, development, construction, and maintenance of the Project; however, HOSPITAL agrees that it shall be finally responsible for all such Project funding, implementation, development, construction, and maintenance. 3. HOSPITAL agrees to provide all required in-kind contributions necessary for the completion of the Project in accordance with the requirements of the Grant, whether the same be cash, real properly, materials, or contribution of services, and thai it shall promptly pay all expenditures relating to the Project as the same occur and provide all other in-kind contributions timely. 4. Only ifrequired by TxDOT, CITY shall draw down funds from Ihe Grant; otherwise, HOSPITAL shall be responsible for drawing down all funds and preparing all reports, communications, assurances, and documents necessary for the completion of the Project. 5. HOSPITAL agrees to provide all facilities, staff, building upkeep and maintenance, and supplies necessary for the provision of services relating to the Project. HOSPITAL shall be solely responsible for all aspects of the operation of the Project. 6. HOSPITAL agrees that it shall be responsible for the recruitment and selection of all professional services and contractors necessary for the completion of the Project. EXHIBIT A 7. In the event HOSPITAL fails to meet any of the requirements of the Grant and any fines or penalties are imposed as a result of such failure, HOSPITAL agrees that it shall be solely responsible for the payment of any and all such fines or penalties. 8. HOSPITAL agrees to provide CITY with all necessary financial information and to provide copies of all correspondence between HOSPITAL and TxDOT, or any other person or agency involved with the Project, including, bul not limited to, budgets, conlracts, work orders, etc. 9. HOSPITAL agrees to indemnify, save, keep, and hold harmless CITY from and against any and all demands, debts, liabilities, suils, claims, and causes of action of every kind and characler whatsoever relating to CITY's parlicipation in the Grant. EXECUTED this 9th day of August, 1999. CITY OF PARIS, PARIS, TEXAS By: Charles H. Neeley, Mayor ATTEST: Mattie Cunningham, City Clerk APPROVED AS TO FORM: Stephanie H. Harris, Asst. City Attorney CHRISTUS ST. JOSEPH'S HEALTH SYSTEM By: Name: Title: ATTEST: Secretary