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Home My WebLink AboutRes.2854.11-17-2014BILL NO. 14-179 RESOLUTION NO. �� q(q A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE THE SECOND AMENDMENT TO LEASE AGREEMENT WITH SSM CARDINAL GLENNON CHILDREN'S MEDICAL CENTER, FOR OFFICE SPACE AT THE CAPE GIRARDEAU REGIONAL AIRPORT BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU, MISSOURI, AS FOLLOWS: ARTICLE 1. The City Manager, for and on behalf of the City of Cape Girardeau, Missouri, is hereby authorized to execute the Second Amendment to Lease Agreement with SSM Cardinal Glennon Children's Medical Center, for office space at the Cape Girardeau Regional Airport, in the City of Cape Girardeau. The Amendment shall be in substantially the form attached hereto as Exhibit A, which document is hereby approved by the City Council, with such changes therein as shall be approved by the officers of the City executing the same. PASSED AND ADOPTED THIS jj� DAY OF , 2014. ATTEST: S,bg6&�'d Gayle 16Conrad, City Clerk 1. SECOND AMENDMENT TO LEASE AGREEMENT 4021 John E Godtivin Memorial Drive, Cape Girardeau, A10 63780 City of Cape Girardeau SSM Cardinal Glennon Children 's Hospital This SECOND AMENDMENT TO LEASE AGREEMENT ("Amendment*') is effective December 1, 2014 ("Effective Date"), by and between SSM Cardinal Glennon Children's Hospital, a Missouri nonprofit corporation d/b/a SSM Cardinal Glennon Children's Medical Center ("LESSEE") and City of Cape Girardeau, Missouri ("LESSOR"). WHEREAS, LESSOR and LESSEE entered into a Lease Agreement ("Prior Lease") effective December 1. 2012, as amended by the First Amendment to Lease Agreement ("Lease") effective December 1, 2013 for approximately 917 usable square feet, located at the Cape Girardeau Regional Airport at 4021 John E. Godwin Memorial Drive. Cape Girardeau, MO 63780; and WHEREAS, LESSOR and LESSEE desire to modify certain provisions of the Lease as set forth below in order that the Lease, as modified, is acceptable to both parties for execution. THEREFORE, it is understood and agreed upon by the parties as follows: This Lease shall extend for an additional one (1) year until November 30, 2015. 2. The utilities shall continue to be paid by the Lessor. The following replaces Section 21: Representation and Warranty. Each party represents and warrants to the other party that it, its owners, employees, agents and any subcontractors (collectively "Personnel") are not: (1) listed on the System for Award Management website ("sam.gov") (formerly known as the General Services .4drinnrstration ("G.5.4') Excluded Parties List Svstem (" EPLS')); or (ii) suspended or excluded from participation in any federal health care programs, as defined under 42.U.S.C. § 1320a-7b(f), any form of state Medicaid program, and are not listed on the Office of the Inspector General's website ("oig hhs.gov") (collectively, "Government Payor Programs"). Each parry also represents and warrants that to the best of its knowledge there are no pending or threatened governmental investigations that may lead to suspension or exclusion of that party or its Personnel from Government Payor Programs or may be cause for listing on sam.gov or oig.hhs.gov (collectively, an "Investigation'") Each party shall notify the other party of the commencement of any Investigation or suspension or exclusion from Government Payor Programs within three (3) business days of its first learning of it. Either party shall have the right to immediately terminate this Agreement upon learning of any such Investigation, suspension or exclusion. Each party shall be timely kept apprised by the other party of the status of any such Investigation. Each party shall indemnify, defend, and hold the other party harmless from any claims; liabilities, fines, and expenses (including reasonable attorneys' fees) incurred as a result of the other party's breach of this paragraph. 4. The following replaces Section 27: Version 1/21/14 Any notice or communication required or permitted to be given under this Lease shall be served personally. sent by United States certified mail or sent by email to the following address: Page 1 of 3 i, If to LESSOR: City of Cape Girardeau Attn: Bruce W. Loy, Airport Manager PO Box 617 Cape Girardeau. MO 63702 Email: BLoy@cit_vofcapegirardeau.org If to LESSEE: SSM Health Care Corporation Attn: Contracts 10101 Woodfield Lane St. Louis. MO 63132 Email: ContractNotices@ssmhc.com Any change to the notice address listed above must be given to the other party in the same manner as described in this section. The date of notice shall be the date of delivery if the notice is personally delivered, the date of mailing if the notice is sent by United States certified mail or the date of transmission if the notice is sent by email. Each party agrees to maintain evidence of the respective notice method utilized. The following shall be added as Section 30 This Agreement may be signed in one or more counterparts including via facsimile or email. or by electronic signature in accordance with Missouri law, all of which shall be considered one and the same agreement, binding on all parties hereto, notwithstanding that both parties are not signatories to the same counterpart. A signed facsimile or photocopy of this Agreement shall be binding on the parties to this Agreement. All other tenns of the Lease shall remain in full force and effect. If the terms of the Lease in any way conflict with or are otherwise inconsistent with the terms of this Amendment, this Amendment shall govern and control. [Remainder of Page Intentionally LeG Blank - Signature Page to Followl Page 2 of 3 IN' WITNESS WHEREOF, each person signing below represents and warrants that he or she is fully authorized to sign and deliver this Amendment in the capacity set forth beneath his or her signature and the parties hereto have signed this Amendment as of the date and year written below. LESSOR: City of Cape Girardeau, Missouri IAn Name: Scott A. Meyer Title: City Manager Address: PO Box 617 Cape Girardeau, MO 63703 Email: sme_yer@cityofcapegirardeau.org Date: Acknowledged: M Name: Gayle Conrad Title: City Clerk Address: PO Box 617 Cape Girardeau, MO 63703 Email: cityofcapegirardeau.org gconrad@cityofcapeyirardeau.org Date: St. Louis. MO 63132 LESSEE: SSM Cardinal Glennon Children's Hospital, d/b/a SSM Cardinal Glennon Children's Medical Center By: Name: Lee Bernstein Title: Regional Vice President of Hospital Operations/COO Address: 117' Corporate Lake Drive St. Louis. MO 63132 Date: Page 3 of 3 SECOND AMENDMENT TO LEASE AGREEMENT 4021 John E. Godwin Memorial Drive, Cape Girardeau, MO 63780 City of Cape Girardeau SSM Cardinal Glennon Children's Hospital This SECOND AMENDMENT TO LEASE AGREEMENT ("Amendment") is effective December 1, 2014 ("Effective Date"), by and between SSM Cardinal Glennon Children's Hospital, a Missouri nonprofit corporation d/b/a SSM Cardinal Glennon Children's Medical Center ("LESSEE") and City of Cape Girardeau, Missouri ("LESSOR"). WHEREAS, LESSOR and LESSEE entered into a Lease Agreement ("Prior Lease") effective December 1, 2012, as amended by the First Amendment to Lease Agreement ("Lease") effective December 1, 2013 for approximately 917 usable square feet, located at the Cape Girardeau Regional Airport at 4021 John E. Godwin Memorial Drive, Cape Girardeau, MO 63780; and WHEREAS, LESSOR and LESSEE desire to modify certain provisions of the Lease as set forth below in order that the Lease, as modified, is acceptable to both parties for execution. THEREFORE, it is understood and agreed upon by the parties as follows: This Lease shall extend for an additional one (1) year until November 30, 2015. 2. The utilities shall continue to be paid by the Lessor. The following replaces Section 21: Representation and Warranty. Each party represents and warrants to the other party that it, its owners, employees, agents and any subcontractors (collectively "Personnel") are not: (i) listed on the System for Award Management website ("sam.gov") (formerly known as the General Services Administration ("GSA') Excluded Parties List System ("EPLS')); or (ii) suspended or excluded from participation in any federal health care programs,' as defined under 42.U.S.C. § 1320a-7b(f), any form of state Medicaid program, and are not listed on the Office of the Inspector General's website ("oig.hhs.gov") (collectively, "Government Payor Programs"). Each party also represents and warrants that to the best of its knowledge there are no pending or threatened governmental investigations that may lead to suspension or exclusion of that party or its Personnel from Government Payor Programs or may be cause for listing on sam.gov or oig.hhs.gov (collectively, an "Investigation"). Each party shall notify the other party of the commencement of any Investigation or suspension or exclusion from Government Payor Programs within three (3) business days of its first learning of it. Either party shall have the right to immediately terminate this Agreement upon learning of any such Investigation, suspension or exclusion. Each party shall be timely kept apprised by the other party of the status of any such Investigation. Each party shall indemnify, defend, and hold the other party harmless from any claims, liabilities, fines, and expenses (including reasonable attorneys' fees) incurred as a result of the other party's breach of this paragraph. The following replaces Section 27: Any notice or communication required or permitted to be given under this Lease shall be served personally, sent by United States certified mail or sent by email to the following address: Version 1/21114 Page] of3 If to LESSOR: City of Cape Girardeau Attn: Bruce W. Loy, Airport Manager PO Box 617 Cape Girardeau, MO 63702 Email: BLoy@cityofcapegirardeau.org If to LESSEE: SSM Health Care Corporation Attn: Contracts 10101 Woodfield Lane St. Louis, MO 63132 Email: ContractNotices@ssmlic.com Any change to the notice address listed above must be given to the other party in the same manner as described in this section. The date of notice shall be the date of delivery if the notice is personally delivered, the date of mailing if the notice is sent by United States certified mail or the date of transmission if the notice is sent by email. Each party agrees to maintain evidence of the respective notice method utilized. 5. The following shall be added as Section 30: This Agreement may be signed in one or more counterparts including via facsimile or email, or by electronic signature in accordance with Missouri law, all of which shall be considered one and the same agreement, binding on all parties hereto, notwithstanding that both parties are not signatories to the same counterpart. A signed facsimile or photocopy of this Agreement shall be binding on the parties to this Agreement. All other terms of the Lease shall remain in full force and effect. If the terms of the Lease in any way conflict with or are otherwise inconsistent with the terms of this Amendment, this Amendment shall govern and control. [Remainder of Page Intentionally Left Blank - Signature Page to Follow] Page 2 of 3 IN WITNESS WHEREOF, each person signing below represents and warrants that lie or she is Fully authorized to sign and deliver this Amendment in the capacity set forth beneath his or her signature and the parties hereto have signed this Amendment as of the date and year written below. LFSSOR- City of Cape Girardeau, Missouri 111"SSE F, SSM Cardinal Glennon Children's Hospital, d/b/a SSM Cardinal Glennon Children's !Medical Center By: % i By: Scott A�. Me er Name Lee Bernstein Title: City Manag�i. "title: Regional Vice Piesident ot' I-lospital Address: PO Boy 617 Operations/COO Cape Girardeau, MO 63703 Address: H73 Corporate Lake Di ive St. Louis, MO 63132 Email. snleye r r@cityofcapegirardeau.org November 10, 2014 Date: � �� Date: Acknowledged: By: Name- Tyle Conrad Title: City Clerk Address 130 Box 617 Cape Girardeau, MO 63703 Email. / gconra/ad cityofcapegirai-deati.org Date: l i"� �( 1—� Page 3 of 3