Ord 08-2012 2/21/2012ORDINANCE NO. 08 -2012
Ordinance Of The City Council Of The City Of Wichita Falls
Authorizing The Wichita County -City Of Wichita Falls, Texas Hospital
Board To Convey 10 Tracts Of Land To C.R. McDonnell And
Assignees Thereof, In An Amount Of $2,500,000, Subject To Incentive
Payments; And Providing An Effective Date 32 Days After Approval,
Conditioned Upon Compliance With Applicable Texas Health & Safety
Code Provisions
WHEREAS, the Wichita County -City of Wichita Falls, Texas Hospital Board owns
10 tracts of land utilized in connection with the former "General Hospital" in Wichita
Falls, which are listed as follows and known hereinafter as the "Property ":
WHEREAS, the relevant parts of Texas Health & Safety Code §§ 265.037,
265.071, and 265.072 authorize a joint city- county hospital board to sell land as long as
the sale is authorized by the County and City, as follows:
Texas Health & Safety Code § 265.037. Hospital Facilities; Other Property
(a) ...
(b) The county or the municipality may lease or convey title to, or any other
interest in, all or part of the county's or municipality's hospital facilities,
including real and personal property, to the board on terms agreed to by the
county or municipality and the board.
Address
Abbreviated Legal Description
1.
607 BAYLOR ST.
LOT 12, BLK 3 TRUEHEART 2
2.
1716 7TH ST.
LOT 16, BLK 3 TRUEHEART 2
3.
1718 7TH ST.
LOT 15, BLK 3 TRUEHEART 2
4.
700 BROOK AVE.
N30' OF E80' LOT 8 & E80' LOT 9
BLK A WARFORD
5.
1705 7TH ST.
W50' OF N30' LOT 8 & W50' LOT 9
BLK A WARFORD
6.
1620 8TH ST.
LOT 1, BLK 1 W G HOSPITAL ADD
BLK 258 ORIGINAL TOWN, WF
7.
1500 8TH ST.
LOT 7 -A BLK 258 N &H S/D (also known as Dimock
Bldg)
ORIGINAL TOWN, WF
8.
1722 7TH ST.
LOT 13A REPLAT LOTS 13/14
BLK 3 TRUEHEART 2
9.
710 BROOK
LOTS 4 THROUGH 7 S20 FT LOT 8
BLK A WARFORD
10.
711 WARFORD
LOTS 12 THRU 15
BLK A WARFORD
WHEREAS, the relevant parts of Texas Health & Safety Code §§ 265.037,
265.071, and 265.072 authorize a joint city- county hospital board to sell land as long as
the sale is authorized by the County and City, as follows:
Texas Health & Safety Code § 265.037. Hospital Facilities; Other Property
(a) ...
(b) The county or the municipality may lease or convey title to, or any other
interest in, all or part of the county's or municipality's hospital facilities,
including real and personal property, to the board on terms agreed to by the
county or municipality and the board.
(c) The board may own, receive, encumber, sell, lease, or convey any interest
in real or personal property, including gifts and grants. However, the board
may not encumber, sell, lease, or convey real or personal property unless the
commissioners court and the governing body of the municipality by resolution
approve the transaction... .
Texas Health & Safety Code § 265.071. Official Action
(a) The commissioners court by order and the governing body of a
municipality by ordinance may order the sale, lease, or closing of all or part of
a joint municipal and county hospital, including real property, owned and
operated by the county and municipality.
(b) The order and ordinance must include a finding that the sale, lease, or
closing is in the best interest of the residents of the county or municipality,
respectively.
(c) A sale or closing may not take effect before the expiration of the period in
which a petition may be filed under Section 265.072.
Texas Health & Safety Code § 265.072. Petition and Election
(a) A petition requesting an election on the sale or closing of the hospital may
be presented to the commissioners court and the municipal governing body
before the 31 st day after the date the commissioners court and the governing
body order the sale or closing.
(b) The petition must be signed by at least 10 percent of the qualified voters of
the county and any part of the municipality that is not in the county.
(c) On receipt of the petition, the commissioners court and the governing body
shall order and conduct the election. The commissioners court and the
governing body may sell or close the hospital only if a majority of the qualified
voters voting at the election approve the sale or closing.
(d) The number of qualified voters
municipality that is not in the county
recent official list of registered voters.
of the county and any part of the
is determined according to the most
WHEREAS; the City Council finds the sale of the Property in accordance with the
terms of this ordinance is in the best interest of the residents of Wichita County and the
City of Wichita Falls.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF WICHITA FALLS, TEXAS, THAT:
1. The sale of the Property is hereby authorized on the terms substantially as
described in the attached Letter of Intent, subject to (1) the execution of a contract and
closing documents in accordance with said Letter of Intent, in a form to be approved by
the City Attorney and (2) the determination of the City Manager that the sale is in the
best interest of the City of Wichita Falls.
2. The City Manager is authorized to execute all documents necessary to
effectuate the sale of the Property in accordance with the terms of the attached Letter
of Intent, in a form to be approved by the City Attorney.
3. If any section, paragraph, clause, or provision of this ordinance shall for any
reason be held to be invalid or unenforceable, the invalidity or unenforceability of such
section, paragraph, clause, or provision shall not affect any of the remaining provisions
of this ordinance.
4. In accordance with Texas Health and Safety Code Sections 265.071 and
265.072, this approval is subject to the expiration of the 31 -day period described in
Section 265.072 and the non - submission of a petition requesting an election on the sale
of the hospital in compliance with Section 265.072.
PASSED AND APPROVED this 21St day of February, 2012.
MAYOR
ATTEST:
City Clerk
The Property consists of the following parcels of real estate in Wichita Falls, Texas:.
The Property will include all fixtures currently therein in an "as is" condition, which include the
following-,
I Building Automation System
Address
Abbreviated Legal Description
L
607 BAYLOR ST.
LOT 12Z BLK 3 TRUEHEAKF2
2.
1716 7T14 ST.
LOT 161 BLK 3 TRU EHEART 2
3.
1718 7TH ST.
LOT 15, BLK .3 TRU EH EART 2
4.
700 BROOK AVE.
N30' OF E801 LOT 8 & ESO' LOT 9
9 Elevators
6 Heat Exchangers,
BLIK A WARLORD
S.
1705 7TH ST.
W501 OF N301 LOT 8 & W50' LOT 9
2 wct chemical rare supprcsiion systems
BLK A WAR PO"
6.
1620 STH ST.
LOT 1, BLK I W G HOSPITAL ADD
BLK 298 ORIGINAL TOWN, WF
7.
1500 8TH ST.
LOT 7-A BLK 258 N&H SID (also known as limns Ii1d }
ORIGINAL TOWN, WE
8.
1.722 7TH T.
LOT 13A REPLAT J.()TS 13114
BLK 3 TRUEHENRT 2
9.
710 BROOK
LOTS 4 THROUGH 7 S20 FT LOT 8
BLK A WARFORD
10r
III WARFORD
LOTS 12 THRU 15
BLK A WARFORD
The Property will include all fixtures currently therein in an "as is" condition, which include the
following-,
I Building Automation System
2 Pneumatic Compressors
3 Centrifugal Water Chillers
4 Emergency Generators
2 Cooling Towers
2 Underground Diesel Storage Tanks
45 Major Pumps
I Medical Air System
2 Steam Boilers
I Medical Vacuum System
56 Major Air Handlers
I Nitrous Oxide, Manifold System
29 Exhaust Fans
I Bulk Oxygen Storage System
205 Fan Coil Units
9 Elevators
6 Heat Exchangers,
I Water-Based Fire Protection System
3 Instantaneous Water Heaters
I Fire Alarm System
4 Water Softeners
2 wct chemical rare supprcsiion systems
CALISCMIONDOCUftlentsMahna Fulls J-IospitaM4,01 thr Salc orGencmt 1
E'quipment in the S'h Street Campus Kitchen. This equipment will be docurnented, spvcificd, and
protected in subsequent documents.
�LIIV Ymuc> W1 OrILMUL Mr 5,7115 or I loperty anct seek approval Trom all entities
on the following terms:
1. Buyer will pay Seller $2,500,000 for the Property,
2. Seller will provide Buyer an incentive for the development of the Property an amount not to
exceed a total of $500,000, out of the closing proceeds, as follows:
created, occupied, and maintained by Buyer on the Property for a period of at least
months, in a total amount not to exceed S350,000. M
4 1
(2) Payment for each new position may not exceed one-half of the projected
annual payroll for the position.
Positions one time, and payment will be conditioned on an increase in Buyer
C.tiJscsslci uase sts1W dean.dac Pa go
2 US
total employment levels on the Property for the provision of convalescent care
services. Positions that do not represent an increase in total employment levels
over the entire period between initiation of operations and the request for payment
shall not be compensable.
(4) Payment under this subsection will be limited to the New Full-Time
Equivalent Permanent Positions created within 18 months after the building
opens, but not later than 36 months after the closing.
b. 10% of the Buyer's construction expenditures on local bidders for construction on the
Property, in a total amount not to exceed $50,000 for tip to $500,000 of local
reconstruction work during the initial 6 months of Buyers acquisition of the Property,
limited to work that is not otherwise reimbursed by UkRC&
c. 10% of the Buyer's total construction expenditures on the Property, in a total amount
not to exceed $100,000, for up to $1,000,000 of Buyer's construction expenditures on the
Property during the initial 6 months of Buyer's acquisition of the Property, limited to
work that is not otherwise reimbursed by URHCS.
CAU.Sers%C00ou 1—,eJean.dov Page 3ofg
Page 4 of a
and plant operations of the Property_ URHCS will cooperate with Buyer in providing information
in its possession regarding the Property's utility operations and structure.
7. Seller will cooperate with Buyer to ensure Buyer's parking issues are appropriately addressed.
Seller will work with Buyer to ensure that such URHCS property as is necessary for a parking
easement may be utilized for Buyer's Property's parking, to the extent URHCS agrees to such
use. URHCS will consider leasing space in the Property for clinical services. URHCS will not
have any obligation to provide parking to Buyer or lease space on the Property from Buyer.
8. The Property is subject to a series of agreements between the Seller, the Holy Family of
Nazareth Ministry of Wichita Falls (formerly known as Bethania Regional Health Care Center,
Inc.), a non -profit corporate embodiment of the health care services ministry of the Sisters of the
Holy Family of Nazareth ( "Bethania'j and URHCS. These agreements are available on request,
and contain restrictions on transfer, including, but not limited to Section 14.2 of the Master
Agreement between the aforementioned entities, which provides, in relevant part, "... neither
WCCHB [Seller] nor any purchaser or lessee of the Wichita General Hospital facility will use it
[the Property] for hospital or other clinical services unless that party is expressly obligated to
provide -and does provide - indigent care on equivalent terms to Section 4.15 of the Second
Amended Lease Agreement ..." As part of this sale, Buyer shall be required to consent the
placement of a restrictive covenant on the property stating that the facility can only be used as an
inpatient /outpatient acute care facility if the entity purchasing the property participates at the
same level of indigent care as URHCS is required to provide under the aforementioned
agreement. The sale shall be conditioned on the modification of the documents required to clarify
that URHCS' indigent care obligation is not adversely affected by Seller's transfer of the
Property with the aforementioned covenant attached.
9. Buyer, Seller, and URHCS will begin, preparation of a Contract of Sale for the Property. This
Contract of Sale will provide for completion of the sale of the Property (closing) at an agreed
time period of 120 to 150 days after the execution date of this Letter of Intent. The closing will
occur within 30 days after the completion of a 120 -day Due Diligence Period (Due Diligence
Period). During the Due Diligence Period, Buyer will (1) review the Property and the Property's
documentation, title work, utility performance, licensing data, plans, reports, and other
information regarding the Property, (2) secure financing for the purchase of the Property, and (3)
negotiate final terms of the Contract of Sale.
10. URHCS agrees that this LOI will not modify URHCS's duties concerning the Property. The
completion of sale of the Property will affect and modify such duties as provided in the Contract
of Sale and associated closing documents between URHCS and Seller.
11.On or before the end of the Due Diligence Period, if Buyer chooses to complete the purchase
of the property, Buyer shall deposit $50,000 earnest money with the Title Company: Landmark
Title, Wichita Falls.
12. During the Due Diligence Period, Seller and URHCS shall provide Buyer access to the
following documents that relate to the Property to the extent they are in Seller's or URHCS's
C:Wsysl1 -1110 m¢MSlWiehii E [for 5eie q£GenereE ean.&C Pam 5 orb Q _
15. Buyers obligations under this Letter of Intent shall be contingent on the Buyer satislying,
itself during the Due Diligence Period of the following:
Coneral Hospi I-A90 6 Olf 8
a. evidence of Seller's title to the Property clear of defects, satisfactory to the Buyer and
Buyer's bank,
b. the physical complete inspection of the Property and its economic feasibility,
c. Buyer's financing at terms satisfactory to the Buyer. Buyer shall provide a letter of
financial approval within 90 days after the execution of this Letter of Intent,
d. Buyer's preliminary plan for the demolition of the 1915 structure and the Dimock
Building,
e. Buyer's renovation plans,
f application of the City's Building Code to Buyer's renovation plans, and
This agreement does not require Seller to provide architectural services or future building plans
to Buyer. Buyer shall be obligated to provide for the preparation of its own demolition and
construction plans.
16. Seller's required representations with respect to the Property will be described in the Contract
of Sale. Time will be considered to the essence of the duties described in that Contract of Sale.
17. Buyer may assign its rights pursuant to this Letter of Intent and subsequent Contract of Sale
to a third party. The assignee and subsequent assignees will accept all rights and duties of Buyer
pursuant to said documents. Assignment may be conditioned on the solvency and
creditworthiness of Buyer's assignees. As a condition of receiving the tax abatement and
development incentives described herein, Buyer and Buyer's assignees will be required to
promptly pay their just debts to contractors and local providers of services to the Property.
18. Seller will deposit the proceeds of the sale of the Property into a trust to be held for Ifer
distribution to the City of Wichita Falls and Wichita County at an agreed -upon time at least 5
years after the sale, with interest earned thereon. The Seller -paid portion of the incentive funds
and the Seller -paid portion of the utility expenses will be expended from said trust within the
earlier time periods established pursuant to this agreement.
19. The trustees and terms of trust funds to be established herein will be specified in negotiations
concerning the Contract of Sale.
20. Buyer's receipt of funds from Seller or URHCS for demolition; abatement, or construction
are conditioned on:
(1) Buyer's provision of invoices, receipts, contracts, and other documentation in a
manner satisfactory to the paying entity, and
(2) Buyer's use of-
(a) experienced contractors who are unaffiliated and independent of the Buyer or
(b) contractors whose bids were:
-1. received in a competitive process, and
-2. approved by the paying entity (Seller or URHCS) for the purpose of
ensuring they are cost - competitive and do not contain a profit margin or
allocated overhead that exceeds area industry practice. The paying entity
agrees that it will not unreasonably withhold such approval.
C. %Umw 1el>a mrnl9\Wie6ita i p� CS -'d49 r Sale oFGcneral F3vs dos P p 7 of 8 `
Executed on the last date shown below:
M
Wichita County-City of Wichita Falls�
Texas Hospital Board
URHCS
United Regional Health Care System stem, Inc.
By: - 44k
Name:
Witte:
Date
Buyer:
C.R. McDonnell
X
BYZ
Name:
Title:
Date:
M