Ordinance No. 14,328ORDINANCE NO. 14,328
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AND THE
CITY CLERK TO ATTEST TO A SIGN AGREEMENT WITH SAN JACINTO
METHODIST HOSPITAL, D/B/A HOUSTON METHODIST BAYTOWN IN
ORDER TO ALLOW CERTAIN SIGNS BE ERECTED ON ITS PROPERTY
LOCATED AT 4401 GARTH ROAD, BAYTOWN, TEXAS; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes
the City Manager to execute and the City Clerk to attest to a Sign Agreement with San Jacinto
Methodist Hospital, d/b/a Houston Methodist Baytown in order to allow certain signs be erected
on its property located at 4401 Garth Road, Baytown, Texas. A copy of said agreement is
attached hereto as Exhibit "A," and incorporated herein for all intents and purposes.
Section 2: This ordinance shall take effect immediately from and after its passage by
the City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the
City of Baytown this the 13`h day of February, 2020.
BRANDON CAPETILLO, N&yor
ATTE T:
LETICIA BRYSCH, Ci ' lerk
APPROVED AS TO FORM:
NACIO RAMIREZ, SR. ty Attorney
R!'•KarenlFiles�City Council%Ordinances\2020.February 13,SignAgreementwithSanlacintoHospital.doc
Exhibit "A"
SIGN AGREEMENT
STATE OF TEXAS §
COUNTY OF HARRIS §
This Sign Agreement (this "Agreement") is made and entered into effective the oQ-? day
of 7�3— n U Ct " , 20ROby and between the CITY OF BAYTOWN, a home -rule
municipality in Harrik and Chambers Counties, Texas, (hereinafter referred to as "City") and San
Jacinto Methodist Hospital d/b/a Houston Methodist Baytown (hereinafter referred to as
"Owner').
WITNESSETH:
In consideration of the mutual covenants, payments, responsibilities and duties herein
contained, the City and Owner agree as follows:
EXCEPTION.
Subject to the terms and conditions herein, the City hereby grants to Owner an exception
to Chapter 118 of the Code of Ordinances, Baytown, Texas (the "Sign Code") for the
Owner to place the signs detailed in Exhibit "A," which is attached hereto and
incorporated herein for all intents and purposes (the "Signs"), on its property located at
4401 Garth Road, Baytown, TX 77521 (the "Property").
2. LEMTATION.
Owner understands and agrees that at all times during the term of this Agreement, the
Signs must be operational and must comply with all aspects of the Sign Code, except as
specified in Section I hereof.
TERM.
The term of this Agreement will commence upon the effective date first referenced
hereinabove ("Commencement Date") and will continue for so long as the Signs are
operated and are maintained in accordance with this Agreement and the Sign Code, as
determined by the City's Sign Administrator.
4. CONSIDERATION.
From and after the Commencement Date, Owner shall be responsible for year-round
maintenance of the Signs and the Property. Failure to timely provide such maintenance
shall constitute an Event of Default, for which the City may exercise its remedies
pursuant to this Agreement or the Code of Ordinances. If the City exercises the remedies
in this Agreement, the City need only comply with the requirements of this Agreement,
not those contained in the Code of Ordinances of the City of Baytown, Texas.
Sign Agreement, Page t
5. STANDARDS.
5.1 Owner shall, at its expense, comply with all present and future federal, state, and
local laws, ordinances, rules and regulations, including, without limitation, laws
and ordinances relating to health and other radiation and safety requirements in
connection with the Signs and Property, except as provided herein.
5.2 Owner will maintain the Signs and the Property in a sanitary, safe and clean
condition. Owner also agrees to clean all areas on the Property if and when the
use of the Property results in or creates the need for such cleaning. Owner further
agrees and covenants that the Property shall at all times be subject to inspection by
the City. However, the City has no duty to inspect the Property.
5.3 Owner shall be responsible for the safety and protection of all persons and
personal property on the Property.
6. DEFAULT, TERNIINATION OR EXPIRATION.
6.1 Cure period for Events of Default. It shall be a default if (i) Owner fails to pay
any sums to the City when due; or (ii) if Owner fails in the performance of any
other covenant or condition of this Agreement and does not cure such other
default within thirty (30) days after written notice from the City specifying the
default.
6.2 Events of Default. An Event of Default shall include, but not be limited to the
following:
a. Owner abandons or vacates the Property;
b. Owner is adjudicated bankrupt or makes any assignment for the benefit of
creditors;
C. Owner becomes insolvent or Owner reasonably believes itself to be
insolvent;
d. Owner attempts to assign or transfer this Agreement in whole or in part, or
any interest in this Agreement or any rights under this Agreement without
the prior written consent of the City, which consent may be withheld for
any reason or no reason; or
e. Owner fails to comply with any provision in this Agreement.
(each hereinafter referred to an 'Event of Default").
6.3 City's right to removal of the Signs in the Event of Default. If an Event of Default
occurs, the City shall have the right, at its option, in addition to and not exclusive
of any other remedies the City may have by operation of the law or in accordance
with this Agreement, without any further demand or notice, to remove the Signs
that do not comply with the Sign Code from the Property, and declare this
Agreement at an end, and in which event Owner shall immediately pay the City a
Sign Agreement, Page 2
sum of money equal to any amount necessary to compensate City for all damages
caused by Owner's failure to perform its obligations under this Agreement,
including attorneys' fees. The City may dispose of any Sign removed pursuant to
this Agreement without liability.
6.4 Owner's obligations upon termination or expiration. Upon termination of this
Agreement for any reason, Owner shall remove the Signs that do not comply with
the Sign Code from the Property on or before the termination or expiration date,
and shall repair to the satisfaction of the City any damage to the Property and the
Structure at Owner's sole cost and expense. In the event that the Signs are not so
removed to the satisfaction of the City, the Signs shall become the property of the
City and Owner shall have no further rights thereto. The City shall not be liable
for the removal or for any damage which may be caused by such removal.
Furthermore, any and all damage to the Property or the Structure, whether caused
by removal or by Owner's use of the Property, shall be at Owner's sole cost and
expense; and the City shall not be liable for the same.
6.5 No arbitration. Notwithstanding anything to the contrary contained in this
Agreement, the City and Owner hereby agree that no claim or dispute between the
City and Owner arising out of or relating to this Agreement shall be decided by
any arbitration proceeding, including, without limitation, any proceeding under
the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable State
arbitration statute, including, but not limited to, the Texas General Arbitration
Act, provided that in the event that the City is subjected to an arbitration
proceeding notwithstanding this provision, Owner consents to be joined in the
arbitration proceeding if Owner's presence is required or requested by the City for
complete relief to be recorded in the arbitration proceeding.
INDEMNIFICATION, RELEASE, AND INSURANCE.
7.1 Disclaimer of liability. The City shall not at any time be liable for injury or
damage occurring to any person or property from any cause whatsoever arising
out of Owner's construction, maintenance, repair, use, operation, condition of the
Property and/or any improvements thereon.
7.2 Assumption of risk Owner undertakes and assumes for its officers, agents,
contractors and subcontractors, employees, customers and the public (collectively
"Owner" for the purpose of this section), all risk of dangerous conditions, whether
patent or latent, obvious or undiscoverable, and regardless of whether the City
should have known of such dangerous conditions, if any, on or about the Property.
Sign Agreement, Page 3
7.3 INDEMNIFICATION.
OWNER AGREES TO AND SHALL INDEMNIFY, HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS AND EMPLOYEES FROM AND AGAINST ANY
AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF
ACTION, SUITS, AND LIABILITY OF EVERY KIND,
INCLUDING ALL EXPENSES OF LITIGATION, COURT
COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR
DEATH OF ANY PERSON, OR FOR DAMAGE TO ANY
PROPERTY, ARISING OUT OF OR IN CONNECTION WITH
WORK DONE AND/OR THE SERVICES PERFORMED BY
OWNER PURSUANT TO THIS AGREEMENT, THE
CONDUCT OR MANAGEMENT OF OWNER'S ACTIVITIES,
OR FROM ANY ACT OR OMISSION BY OWNER, ITS
AGENTS, SERVANTS, EMPLOYEES, SUBCONTRACTORS,
GUESTS, OR INVITEES, ON OR ABOUT THE PROPERTY
SUBJECT TO THIS AGREEMENT, WHERE SUCH INJURIES,
DEATH OR DAMAGES ARE CAUSED BY (I) THE JOINT
NEGLIGENCE OF THE CITY AND ANY OTHER PERSON
OR ENTITY AND/OR (In THE SOLE OR JOINT
NEGLIGENCE OF OWNER, ITS OFFICERS, AGENTS,
CONTRACTORS, EMPLOYEES, INVITEES AND/OR
GUESTS. IT IS THE EXPRESS INTENTION OF THE
PARTIES HERETO, BOTH OWNER AND THE CITY, THAT
THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS
INDEMNITY BY OWNER TO INDEMNIFY AND PROTECT
THE CITY FROM THE CONSEQUENCES OF (I) THE CITY'S
OWN NEGLIGENCE, WHERE THAT NEGLIGENCE IS A
CONCURRING CAUSE OF THE RESULTING INJURY,
DEATH OR DAMAGE AND/OR (II) THE NEGLIGENCE OF
OWNER, ITS OFFICERS, AGENTS, EMPLOYEES, INVITEES
AND/OR GUESTS. FURTHERMORE, THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH SHALL HAVE NO
APPLICATION TO THE CITY FOR ANY CLAIM, LOSS,
DAMAGE, CAUSE OF ACTION, SUIT AND LIABILITY
WHERE THE INJURY, DEATH OR DAMAGE RESULTS
FROM THE SOLE NEGLIGENCE OF THE CITY, UNMIXED
WITH THE FAULT OF ANY OTHER PERSON OR ENTITY.
Sign Agreement, Page 4
For the avoidance of doubt, the Parties understand and agree that this indemnity is
only for claims, losses, damages, causes of action, suits, and liability relating to
this Agreement.
In the event that any action or proceeding is brought against the City by reason of
any matter from which the City is indemnified herein, Owner further agrees and
covenants to defend the action or proceeding by legal counsel acceptable to the
City. It is expressly agreed and understood by the parties hereto that the indemnity
provided in this section shall survive the expiration or earlier termination of this
Agreement.
7.4 Release. Owner assumes full responsibility for any work that it or its officers,
contractors, agents or volunteers performs on the Property as well as for the use of
the Property and hereby releases, relinquishes and discharges the City, its officers,
agents, and employees from all claims, demands, and causes of action of every
kind and character, including the cost of defense thereof, for any injury to or death
of any person (whether they be either of the parties hereto, their employees, or
other third parties) and any loss of or damage to property (whether the property be
that of either of the parties hereto, their employees, or other third parties) that is
caused by or alleged to be caused by, arising out of, or in connection with this
Agreement. This release shall apply regardless of whether said claims, demands,
and causes of action are covered in whole or in part by insurance.
8. NOTICE. All notices or demands are deemed to have been given or made when
delivered in person or mailed by certified, registered, or express snail, return receipt
requested, postage prepaid, United States mail, and addressed to the applicable party as
follows:
CITY: CITY OF BAYTOWN
Attention: City Manager
P.O. Box 424
Baytown, TX 77522
OWNER: SAN JACINTO METHODIST HOSPITAL d/b/a HOUSTON
METHODIST BAYTOWN
4401 Garth Road
Baytown, TX 77521
9. CONSTRUCTION.
Both parties have participated fully in the review and revision of this Agreement. Any
rule of construction to the effect that ambiguities are to be resolved against the drafting
party shall not apply to the interpretation of this Agreement.
10. ASSIGNMENT.
Neither party to this Agreement may assign their rights, duties or interests without first
obtaining the written consent of the other party.
Sign Agreement. Page 5
II. MISCELLANEOUS.
11.1 Authority. Each party has the full power and authority to enter into and perform
this Agreement, and the person signing this Agreement on behalf of each party has
been properly authorized and empowered to enter into this Agreement. The
persons executing this Agreement hereby represent that they have authorization to
sign on behalf of their respective entities.
11.2 Entire agreement. This Agreement constitutes the entire agreement and
understanding of the parties and supersedes all offers, negotiations, and other
agreements of any kind. There are no representations or understandings of any
kind not set forth herein. Any modification of or amendment to this Agreement
must be in writing and executed by both parties.
11.3 No property right granted. This Agreement does not establish any real property
rights, franchises or other rights whatsoever in real estate to Owner. This
Agreement provides limited rights to use and limited rights for access to facilities
subject to revocation upon the terms and conditions of this Agreement.
11.4 Binding effect. This Agreement shall be binding on and inure to the benefit of the
parties and their respective successors and assigns.
11.5 Assignment. Except as otherwise provided in this Agreement, neither party may
assign, transfer or mortgage all or part of its rights and obligations to a third party
without the prior written approval of the other party. Any assignment made
without such approval shall be deemed an Event of Default and subject to Article
6 hereof.
11.6 Interpretation. Each of the parties has been represented by counsel of their
choosing in the negotiation and preparation of this Agreement. Regardless of
which party prepared the initial draft of this Agreement, this Agreement shall, in
the event of any dispute regarding its meaning or application, be interpreted fairly
and reasonably and neither more strongly for, nor against any party.
11.7 Choice of law and venue. This Agreement and the performance hereof shall be
governed, interpreted, construed and regulated by the laws of the State of Texas.
Any litigation concerning this Agreement shall be conducted in Harris County,
Texas, and the parties hereby agree to the venue and personal jurisdiction of these
courts.
11.8 Right of access. The City reserves the right to enter upon and have access to any
portion of the Property at any and all times on any matters relating to this
Agreement.
Sign Agreement, Page 6
11.9 Non -Waiver. Failure of either party hereto to insist on the strict performance of
any of the agreements contained herein or to exercise any rights or remedies
accruing hereunder upon default or failure of performance shall not be considered
a waiver of the right to insist on and to enforce by an appropriate remedy, strict
compliance with any other obligation hereunder to exercise any right or remedy
occurring as a result of any future default or failure of performance.
11.10 No consent to litigation. By this Agreement, the City does not consent to
litigation or suit, and the City hereby expressly revokes any consent to litigation
that it may have granted by the terms of this Contract or any other contract or
agreement, any charter, or applicable state law. Nothing herein shall be construed
so as to limit or waive the City's sovereign immunity.
11.11 Remedies cumulative. No right or remedy granted herein or reserved to the City is
exclusive of any other right or remedy herein by law or equity provided or
permitted, but each shall be cumulative of every other right or remedy given
hereunder. No covenant or condition of this Agreement may be waived without
consent of the City. Forbearance or indulgence by the City shall not constitute a
waiver of any covenant or condition to be performed pursuant to this Agreement.
11.12 Severability. If any of the terms, sections, subsections, sentences, clauses,
phrases, provisions, covenants or conditions of this Agreement are for any reason
held to be invalid, void or unenforceable, the remainder of the terms, sections,
subsections, sentences, clauses, phrases, provisions, covenants or conditions of
this Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
11.13 No third party beneficiaries. This Agreement shall not bestow any rights upon
any third party, but rather, shall bind and benefit Owner and the City only.
11.14. No boycott Israel. Owner agrees that it will not boycott Israel during the term of
this Agreement. As used in this section, "boycott Israel" means refusing to deal
with, terminating business activities with, or otherwise taking any action that is
intended to penalize, inflict economic harm on, or limit commercial relations
specifically with Israel, or with a person or entity doing business in Israel or in an
Israeli -controlled territory, but does not include an action made for ordinary
business purposes.
11.15 Construction. The article and section headings are used in this Agreement for
convenience and reference purposes only and are not intended to define, limit or
describe the scope or intent of any provision of this Agreement and shall have no
meaning or effect upon its interpretation
11.16 Agreement read. The parties acknowledge that they have read, understand and
intend to be bound by the terms and conditions of this Agreement.
Sign Agreement. Page 7
11.17 Multiple originals. It is understood and agreed that this Agreement may be
executed in a number of identical counterparts, each of which shall be deemed an
original for all purposes.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year opposite their signatures.
OWNER:
SAN JACINTO METHODIST
HOSPITAL d/b/a HOUSTON
METHODIST BAYTOWN
Q ' .J
SIGNATURE
o'a" a P. &c- Qd -
PRINTED NAME
4raA ue owocer
TITLE
(Date)
ATTEST:
A;m ' q
SlbNATORIO
0)eo
PRINTED NAME
``,"�" ,�
'4�m i a kxer I i vc c!2acfoll
TITLE
�0'njgu 02, oac�
(Date)
A
e% GEORGINA ELISA WALKER
�'Notary Public, State of Texas
Comm. Expires 02-15-2024
�p,°��p.• Notary ID 124776411
Sign Agreement, Page 8
CITY OF BAYTOWN, TEXAS
RICHARD L. DAVIS, City Manager
(Date)
ATTEST:
LETICIA BRYSCH, City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., City Attorney
11COBFSOI1LegalUCaren\Files�.Contracts\Methodist Hospital Sign AgreementlSign Agreement.doc
Sign Agreement, Page 9
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