HomeMy Public PortalAboutORD14412 i SUBSTITUTE
BILL NO. 2008-65
SPONSORED BY COUNCILWOMAN LAYTON
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI,AUTHORIZING THE MAYOR
AND CITY CLERK TO EXECUTE AN AGREEMENT WITH SSM AND COLE COUNTY FOR
THE HIGHWAY 179 INTERCHANGE.
BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS
FOLLOWS:
Section 1. The Mayor and City Clerk are hereby authorized and directed to execute
an agreement with SSM and Cole County for funding to support the creation of a Highway
179 Interchange.
Section 2. The agreement shall be substantially the same in form and content as
that agreement attached hereto as Exhibit A.
Section 3. The Council does hereby appropriate the sum of Nine Hundred Fifty
Thousand and no/100 Dollars ($950,000.00) from the Sales Tax E Fund representing the
City's commitment to fund one-half of the One Million Nine Hundred Thousand and no/100
Dollars ($1,900,000.00) as required by this agreement.
Section 4. The Council does hereby further authorize the Mayor to submit an
application with Cole County and The Highway 179 Transportation Corporation for a loan
from MoDot in the amount of$1.9 million,to be repaid using the money appropriated herein.
Section 5. This Ordinance shall be in full force and effect from and after the date of
its passage and approval.
Passed: d Approved: &a 2oC�8
res' ing Officer Mayor
ATT APPROVED AS TO FORM:
• bfy Cle City Counselor
t t4z
AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this e day of
October, 2008, by and among the THE HIGHWAY 179 TRANSPORTATION
CORPORATION, a Missouri nonprofit corporation(the "179 TC"), CITY OF JEFFERSON,
MISSOURI, a municipal corporation("Jefferson City"), COLE COUNTY,MISSOURI, a first
class county("Cole County") and SSM REGIONAL HEALTH SERVICES, a Missouri
nonprofit corporation and the owner and operator of St. Mary's Health Center("SSMRHS").
RECITALS:
A. The Missouri Highway 179 Corridor (the "Highway 179 Corridor") is one of the
fastest growing corridors within Cole County;
B. Growth within the Highway 179 Corridor is evident by SSMRHS announcing
plans to construct a major medical facility (as a replacement to the existing St. Mary's Health
Center) on the east side of Missouri Route 179 approximately midway between Missouri Route
C and West Edgewood within the City limits of Jefferson City; and
C. In order for the proposed new medical facility (the "Health Center") to properly
and safely operate and function, a diamond interchange and underpass must be constructed on
Missouri Route 179 (the "Interchange/Underpass") which provides access to planned Jefferson
City and Cole County arterial and connector roadways (the "Local Roads"); and
• D. The Interchange/Underpass and the Local Roads will provide greater access for
emergency vehicles, improve safety and reduce both current and future congestion along the
Highway 179 Corridor; and
E. Construction of the Interchange/Underpass and the Local Roads will provide a
gateway to additional economic activity which will provide additional revenue and services to
meet the future demands of the Highway 179 Corridor and to other communities in Cole County
and Jefferson City; and.
F. Cole County, Jefferson City, the 179 TC and SSMRHS have been meeting over
the past several months to evaluate methods of financing and constructing the
Interchange/Underpass and the Local Roads; and
G. The 179 TC, Cole County and Jefferson City have developed an overall financing
and construction strategy which, with the assistance of the Missouri Department of
Transportation ("MoDOT") will allow for the construction of the Interchange/Underpass and the
Local Roads; and
H. As part of the initial plan for financing the Interchange/Underpass, the 179 TC
intends to apply to the Missouri Transportation Finance Corporation for a loan in the initial
amount of $1,900,000 (the "MTFC Loan"), the proceeds of which are intended to finance the
design costs for the Interchange/Underpass (which are estimated to be approximately $965,911)
and the construction costs associated with the unimproved ramps to the east side of Missouri
Route 179 adjacent to the proposed Health Center (which costs are estimated to be
1073477v5
approximately$1,000,000) (the"Unimproved Ramps");
• I. Jefferson City and Cole County will support and guarantee the MTFC Loan and
agree to the subsequent engagement of the MoDOT approved engineering firm to develop the
design/construction plans for the Interchange/Underpass (including the Unimproved Ramps),
subject to and in accordance with the provisions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants
and promises contained herein, the parties hereto hereby agree as follows:
1. The general location of the Interchange/Underpass, the Local Roads and the
Health Center are all set out on Exhibit A, attached hereto and incorporated herein by reference.
2. HDR Engineering, Inc., the MoDOT approved engineering firm (the
"Engineers"), will be retained to develop the applicable design/construction plans for the
Interchange/Underpass (inclusive of the Unimproved Ramps) (the "Plans") no later than October
10, 2008. The Engineers may discuss with SSMRHS on a regular basis the proposed Plans and
advise it from time to time on the status of completion thereof. In the event the Engineers are
not retained on or prior to October 10, 2008, SSMRHS shall have the right and option to
terminate its obligations under Section 3 below by delivering written notice thereof to each of the
parties hereto. The parties anticipate that if the Engineers are retained on or prior to October 10,
2008, the final Plans should be completed on or about August 1, 2009. The parties hereto agree
that the final Plans shall be reasonably satisfactory to SSMRHS and shall cooperate with each
other toward that end.
• 3. In consideration of Jefferson City and Cole County supporting the MTFC Loan,
guaranteeing repayment thereof and causing the timely retention of the Engineers as set forth
above, SSMRHS hereby agrees that if, after the date of this Agreement, it decides, in its sole and
absolute discretion, to abandon the Health Center project for any reason or no reason, then it will
give written notice thereof(the "Termination Notice") to the 179 TC, with a copy to Jefferson
City and Cole County. Upon receipt of the Termination Notice, the 179 TC shall take such
action as is necessary to stop all further work being done by the Engineers incident to the design
of the Interchange/Underpass. If SSMRHS delivers a Termination Notice as aforesaid, then
upon written request from the 179 TC, subject to the proviso below, SSMRHS will reimburse the
179 TC for the aggregate actual costs paid or incurred by the 179 TC for work performed by the
Engineers with respect to the Interchange/Underpass subsequent to the date of this Agreement
and through the date of such Termination Notice but only up to, and not in excess of, Nine
Hundred Sixty Five Thousand Nine Hundred Eleven Dollars ($965,911); provided, however, and
notwithstanding the foregoing, if SSMRHS states in its Termination Notice that it is abandoning
the Health Center project due to the inability of 179 TC, Jefferson City and/or Cole County to
obtain financing to construct the Interchange/Underpass and Local Roads, and 179 TC, Jefferson
City and/or Cole County are unable to secure such financing in a manner reasonably satisfactory
to SSMRHS within thirty (30) days after receipt of such Termination Notice, then SSMRHS
shall have no obligation to make the foregoing reimbursement, and this Agreement shall be null,
void and of no further force and effect. In connection with its request for reimbursement, the
• 179 TC shall provide SSMRHS with copies of all invoices and cancelled checks evidencing
payment of the aggregate engineering costs for which reimbursement is being sought. If
1073477v5 2
SSMRHS makes payment to the 179 TC for reimbursement as aforesaid, and thereafter,
• MoDOT, any party hereto or any other governmental entity or other person or firm commences
construction of the Interchange/Underpass, then the 179 TC, Cole County and Jefferson City, do
each hereby,jointly and severally, agree to pay to SSMRHS all funds paid by SSMRHS to the
179 TC hereunder(which joint and several obligation of 179 TC, Cole County and Jefferson City
shall survive the termination of this Agreement).
4. Cole County, Jefferson City and Hwy 179 Transportation Corporation hereby
agree to provide to SSMRHS on or before December 31, 2008 their proposed financing plan for
the Interchange/Underpass and Local Roads (inclusive of the Unimproved Ramps) (the
"Financing Plan"). The Financing Plan should include, but not be limited to, the anticipated
source(s) of financing to pay the aggregate costs associated with designing and constructing the
Interchange/Underpass and Local Roads (inclusive of the Unimproved Ramps), which costs are
currently estimated to be approximately Ten Million Dollars ($10,000,000), the estimated time
as of which such funds will be made available, the conditions, if any, which must be satisfied in
order for such funds to be made available, and any potential alternative sources of financing
should any one or more of the proposed sources of financing not close or otherwise become
unavailable. The Financing Plan shall be subject to the reasonable approval of SSMRHS. If
the Financing Plan is not provided to SSMRHS on or before December 31, 2008, or if the
Financing Plan is not approved by SSMRHS, then SSMRHS may terminate this Agreement after
which it shall have no further obligations hereunder.
5. All notices required hereunder shall be in writing and shall be mailed (by
• registered or certified mail, postage prepaid), or delivered to the applicable party at the address
specified for such party opposite its signature line below or, as to any party, to such other address
as such party shall specify by a notice in writing to the other party. Each notice shall be deemed
delivered (i) if by mail, three (3) business days after being deposited in the mails, addressed to
the applicable party at its address set forth below, and (ii) if by hand, when delivered to the
applicable party at such address.
6. The recitals to this Agreement are material provisions hereof, and are
incorporated herein by this reference thereto.
7. This Agreement shall be governed by the internal laws of the State of Missouri,
without regard to conflict of laws principles that would require application of another law.
8. This Agreement constitutes the entire understanding of the parties with respect to the
subject matter and may be amended only in writing signed by all of the parties.
9. This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns.
10. This Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same instrument. For purposes of this
Agreement, a document (or signature page thereto) signed and transmitted by facsimile machine,
telecopier or other electronic transmission is to be treated as an original document.
•
1073477v5 3
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the dates set forth after each of their respective signatures.
ATTEST: COLE COUNTY, MISSOURI
By
ou Clerk �y
Printed/ame:/Korc- <111
(Seal)
Title: PfVJ ;d#*Ai (01Km011V^4o'--
Date: I q Qc11 or
ATTEST: CITY OF JEFFERSON, MISSOURI
/ City Clerk
Printed Name: ., d�� z"lifwa e1,
• (Seal)
Title: a#'-
Date:
•
1073477v5 4
SSM REGIONAL HEALTH SERVICES,
owning and operath g St M 's Health
Center
L
By V`--
Printed Name: �j�I�NT�AlcJ(,06U6�A-
Title: &IZ S l be-lU7-
Date: 16-k-A0-6 9
ATTEST: THE HIGHWAY 179
TRANSPORTATION CORPORATION
(AWW
Witness u B
Printed NamA' l�� 4Lfit � —
Title: 222?fIE,
Date: A)
•
1073477v5 5
. � 1.! a�`"'^rs`�.� '''a�l ICJ t}:. '_ d '� x ;;�.'4- •t� t ro a �1 ✓ '�
''� , J � �fs� - � 11�r ay �� j �.., �� •r ' AS �\``` mot,
---+...•�••��._ � �'(,� 1ti�� t � ` � _ .�� '."u";,L'.�i' Vii' �i�7; } ".R
��, ---ice _ - .. ��b': _ 't .d- � .l 'V -•
'�• << �{r 1� 1 ¢„ 1, i
� ,; ''V'?`YiJf. JJ•�u„i. _}. sr its r - z -t ¢•..e
j' rn. y � .ti � +��r �r ' ��� 1r....`z�'�:�•, I�SjMay.4"f
,r[(j�� ~ Y31 ��- 4 ��� �y.� .s•° .Tj'```���'''���VVV �-_ ,if � }_`{', L� Y. ,• -
.1"' F���f �y !1� �: :+r 9 }�� �_ �•` y� �- pin.�'+ ��V y'' t r� � 1.•.� 1
t5 �; ��� •'�' - �3� fib. . "". �,� e
:-t t�� \` -.;i.._.; R�'�,•-y .�,,?� .`i _. ' � � //./�{�f1�11w+. .1�, ,� b. Y, � `tir•+
��'`� P J'{ t�.�• tJxi=k'�.. � s � -�t;� f '�S f,°1L`+t '".�'.+'• ti -i - ••
cl
Ci