2007-016OFFICIAL RECORD
RESOLUTION NO. 07-016
A RESOLUTION OF THE CITY OF SOUTHLAKE, TEXAS, APPROVING
THE TERMS AND CONDITIONS OF A PROGRAM TO PROMOTE
ECONOMIC DEVELOPMENT AND STIMULATE BUSINESS AND
COMMERCIAL ACTIVITY IN THE CITY; AUTHORIZING THE MAYOR
TO EXECUTE AN AGREEMENT WITH SOUTHLAKE LAND HOLDINGS,
L.P., A TEXAS LIMITED PARTNERSHIP, BY SOUTHLAKE LAND
HOLDINGS GP, L.L.C. A TEXAS LIMITED LIABILITY COMPANY, ITS
GENERAL PARTNER FOR SUCH PURPOSES; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, Chapter 380 of the Texas Local Government Code authorizes municipalities to
establish and provide for the administration of programs that promote economic development and
stimulate business and commercial activity in the city; and
WHEREAS, the City Council has been presented with a proposed agreement by and between
the City of Southlake and Southlake Land Holdings, L.P. ("Southlake Medical"), a copy of which is
attached hereto as Exhibit "A" and incorporated herein by reference (hereinafter called the
Agreement"); and
WHEREAS, upon full review and consideration of the Agreement and all matters attendant
and related thereto, the City Council is of the opinion that the Agreement will assist in implementing
a program whereby economic development will be promoted and business and commercial activity
will be stimulated in the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SOUTHLAKE, TEXAS, THAT:
SECTION 1.
The City Council finds that the terms of the Agreement will promote economic development
and stimulate business and commercial activity in the City and otherwise meet the criteria of Section
380.001 of the Texas Local Government Code.
SECTION 2.
The City Council hereby adopts an economic development program whereby the City of
Southlake will make economic development program payments to Southlake Medical, and take other
specified actions, in accordance with the terms outlined in the Agreement.
Resolution 07-016 — Southlake Regional Medical Center - 380 Agreement
Approved November 6, 2007 - Page 1 of 3
7
4
SECTION 3.
The terms and conditions of the Agreement, having been reviewed by the City Council of the
City of Southlake and found to be acceptable and in the best interest of the City and its citizens, are
hereby approved.
SECTION 4.
The Mayor is hereby authorized to execute the Agreement and all other documents in
connection therewith on behalf of the City substantially according to the terms and conditions set
forth in the Agreement.
SECTION 5.
This Resolution shall become effective from and after its passage.
PASSED AND APPROVED this the 6th day of November, 2007.
Andrew Warm sganss, Mayor
ATTEST: 0vTHCq'••,,
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City Secretary
Resolution 07-016 — Southlake Regional Medical Center - 380 Agreement
Approved November 6, 2007 - Page 2 of 3
EXHIBIT A
Chapter 380 AGREEMENT
Resolution 07-016 — Southlake Regional Medical Center - 380 Agreement
Approved November 6, 2007 - Page 3 of 3
I
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
Chapter 380 Agreement)
This Economic Development Program Agreement (the "Agreement") is made and
entered into by and between the City of Southlake, Texas (the "City"), and Southlake
Land Holdings, L.P. ("Southlake Medical") a Texas limited partnership, organized under
the laws of Texas.
WITNESSETH:
WHEREAS, on November 6, 2007, the City adopted Resolution No. 07-016 (the
Resolution") establishing an Economic Development Program pursuant to Section
380.001 of the Texas Local Government Code ("Section 380.001") and authorizing this
Agreement as part of the Economic Development Program established by City Council
Resolution (the "Program"); and
WHEREAS, Southlake Medical desires to participate in the Program by entering
into this Agreement; and
WHEREAS, the City Council of the City of Southlake (the "City Council") finds
and determines that this Agreement will effectuate the purposes set forth in the
Program, and that the Southlake Medical's performance of its obligations herein will
promote local economic development and stimulate business and commercial activity in
the City; and
NOW, THEREFORE, in consideration of the mutual benefits and premises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Authorization
The City has concluded that this Agreement is authorized by Section 380.001,
and is authorized by Resolution of the City Council.
2. Definitions
The following definitions shall apply to the terms used in this Agreement:
Buildinq Permit: A permit issued by the City authorizing one to construct,
enlarge, alter, repair, move, improve, remove, convert or demolish any building or
structure or portion thereof regulated by the City's building, plumbing, electrical, fire,
Southlake Regional Medical Center - 380Agreement - Approved November 6, 2007 - Page 1 of 18
energy, mechanical, and related codes.
Com: The City of Southlake, Texas.
Certificate of Occupancv: A temporary or permanent certificate of occupancy as
defined in the City's building codes.
Concept Plan: The concept plan for the Property, attached hereto as Exhibit B,
approved by the City pursuant to the City's zoning regulations, or as may be amended.
Construction Costs: The cost of design, construction document preparation,
bidding, permits and fees, surveying, building and structured parking construction, site
improvements, landscaping, site grading and such other reasonable industry --standard
costs.
Effective Date: The date that all parties have executed this Agreement.
Eliqible Improvements: All or a portion of the Hospital buildings generally shown
as buildings "P1" and "P2" on the Concept Plan, Medical Office Buildings attached via
enclosed pedestrian access ways to the Hospital and generally shown as "MOB 1-4" on
the Concept Plan, a long term acute care hospital (LTACH) located within the Hospital
occupying not more than 25 percent of the floor area of the Hospital, and parking and
accessory improvements related to these improvements.
Force Majeure: Any acts of God or the public enemy, war, riot, civil commotion,
insurrection, governmental or defacto governmental action, (except actions taken by the
City pursuant to or permitted by the terms of this Agreement, and except actions taken
as a result of acts or omissions of Southlake Medical), fire, explosion or flood, and
strikes or other act beyond the reasonable control of Southlake Medical, or the City.
Hospital: The professional buildings generally shown as "P1" and "P2" on the
Concept Plan and having integrated medical services such as: operating rooms,
radiology, CT Scan, MRI, pathology lab, in-patient pharmacy, emergency room, physical
therapy services, and women's services, but not a nursing home, senior living facility,
Medical Office Buildings generally shown as "MOB 1-6" or building "PY as generally
shown on the Concept Plan.
Land Value: As defined by the Tarrant Appraisal District.
Medical Campus: A multiple building development including a hospital, medical
office buildings, surface and structured parking, acute care facility, and various medical
Southlake Regional Medical Center - 380 Agreement - Approved November 6, 2007 - Page 2 of 18
and senior living facilities and other related or accessory uses. The proposal is for a
campus setting of multiple buildings up to 90 feet in height, surface and structured
parking, and care -flight heliport accommodations. Amenities include open space and
water features. Architectural character is to be a "timeless style" utilizing concrete,
brick, stone, steel structured frame, stucco and/or efis.
MOB: A Medical Office Building (MOB) occupied primarily by medical physicians.
New Construction: New construction associated with the Medical Campus
including first tenant finish out of shell space. New Construction does not include future
renovations or tenant changes within the Project.
Person: An individual or a corporation, partnership, trust, estate, unincorporated
organization, association, or other entity.
Personal Property: As defined by the Texas Tax Code.
Proqram: Has the meaning set forth in the recitals to this Agreement.
Program Pavments: The payments made by the City to Southlake Medical
pursuant to Section 5 of this Agreement.
Proiect: The Eligible Improvements.
Propertv: The approximate 30 acres located south of S.H. 114 and east of White
Chapel Blvd., being real property located in Tarrant County, Texas, as more particularly
described on Exhibit A herein.
Real Propertv: As defined by the Texas Tax Code.
Section 380.001: Has the meaning set forth in the recitals to this Agreement.
Southlake Medical Affiliate: Southlake Texas Medical Development, L.P.,
Southlake Texas Medical Building I, L.P., or any Person directly controlling or controlled
by, Southlake Medical, or any Person controlling or controlled by the same Person who
is controlling or is controlled by Southlake Medical. As used in this definition, the term
control" means ownership or the power to direct or cause the direction of the
management and policies of a Person, whether through ownership of voting securities,
by contract or otherwise.
Substantial Completion: The date a Certificate of Occupancy is issued.
Southlake Regional Medical Center - 380Agreemeirl - Approved November 6, 2007 - Page 3 of 18
Taxable Value: Values as determined by the Tarrant Appraisal District.
3. Term
This Agreement shall be effective as of the Effective Date of execution by all
parties and shall terminate upon completion of the Program Payments, unless earlier
terminated pursuant to Section 6.
4. Southlake Medical Covenants
In consideration and as a prerequisite of the City's incentives under this
Agreement, Southlake Medical agrees to:
A. Construction:
i. By December 31, 2009, commence construction of the Eligible
Improvements which shall be constructed and have minimum
criteria as defined below and be substantially completed no later
than December 31, 2011, provided Southlake Medical shall have
additional time to complete the Eligible Improvements (1) if in the
sole opinion of the City, Southlake Medical has made substantial
progress towards the completion of the Eligible Improvements, or
2) in the event of Force Majeure.
Item Minimum MinimumISquareFeetConstruction Cost
Hospital 80,000 $23,000,000
Medical office Building(s) 50,000$11,000,000
And, on January I of the year following the issuance of the first
Certificate of Occupancy, the criteria for qualification hereunder
shall be either: (1) minimum Construction Costs of Forty Million
Dollars ($40,000,000); or (2) a minimum of Fifty Million Dollars
50,000,000) in combined Construction Costs and the Taxable
Value of the Personal Property on the Property; or (3) a minimum of
Fifty Million Dollars ($50,000,000) in combined Taxable Value of
the real property improvements and Personal Property on the
Property.
Southlake Regional Medical Center - 380 Agreement - Approved November 6, 2007 - Page 4 of 18
ii. Southlake Medical agrees and covenants that it will diligently and
faithfully in a good and workmanlike manner pursue (or cause to be
pursued) the completion of the Eligible Improvements as a good
and valuable consideration of this Agreement. Southlake Medical
further covenants and agrees that all construction of the Medical
Campus will be in accordance with all applicable state and local
laws and regulations or valid waiver thereof.
B. Continuous Operation: In further consideration, from the date a Certificate
of Occupancy is issued until the expiration of this Agreement, Southlake
Medical covenants and agrees that the Property will be continuously
operated, maintained and occupied as a Hospital and Medical Office
Building, except in the event of Force Majeure.
C. Inspection: Southlake Medical further agrees that the City and its agents
and employees, shall have reasonable right of access to the Property to
inspect the Eligible Improvements in order to insure that the construction
of the Eligible Improvements are in accordance with this Agreement and
all applicable state and local laws and regulations or valid waiver thereof;
and subject to Southlake Medical's reasonable security requirements, the
continuing right to inspect Property to insure that the Property are
thereafter maintained, operated and occupied in accordance with this
Agreement.
D. Ad Valorem Taxes: Not be delinquent on payment of ad valorem property
taxes for the term of this Agreement.
E. Park Dedication Offsets: Prerequisites to waiving the park dedication fee
shall include:
Saved Tree Groupinq: An area of existing trees along S.H. 114
shall be substantially preserved as illustrated on the Concept Plan.
ii. Enhanced Water Features: Construction of entry fountains in the
first phase and retention and/or detention ponds for future phases
as shown on the Concept Plan.
F. Naminq: The Medical Campus shall be entitled "Southlake Regional
Medical Center" or such other similar name, but must include "Southlake"
in the title.
Southlake Regional Medical Center - 380 Agreement - Approved November 6, 2007 - Page 5 of 18
G. R.O.W. Dedication: Prior to the City providing any improvements to
Highland Street, or as a part of normal platting requirements, unless
otherwise agreed to by both parties, Southlake Medical shall dedicate
right-of-way no greater than 35 feet from the existing centerline of
Highland Street, and any right-of-way required for turn lanes to serve the
Property to the City at no cost to the City.
H. Desiqn: The Medical Campus shall substantially conform with the Concept
Plan.
I. Documentation: Submit to City, as a condition of payment of any
incentive, reasonably detailed evidence of compliance with Section 4
herein.
J. Compliance: Comply with any and all remaining terms and provisions
herein.
5. Citv's Development Program Incentives
Subject to Southlake Medical's performance of its obligations as required by this
Agreement, and subject to the provisions of this section, to promote local economic
development pursuant to the Program, the City shall grant Southlake Medical the
following incentives:
A. Financial Assistance: The City shall provide a grant equal to eighty
percent (80%) of the ad valorem real and personal property taxes paid
within the Property related to Eligible Improvements constructed and
Personal Property located within the Eligible Improvements on the
Property.
i. First Payment: The first grant shall be paid based on the assessed
value determined as of January the year after the first Certificate of
Occupancy is issued and within 90 days after the taxes have been
paid and received by the City (which may be January of the
following year).
ii. Eligibility: The grant shall be paid within 90 days after the taxes
have been paid and received by the City during each year which
the performance requirements are met for a period of ten (10) years
from the first January after the first Certificate of Occupancy as
noted in Section 5.A.i above.
Southlake Regional Medical Center - 380 Agreement - Approved November 6, 2007 - Page 6 of 18
iii. Appeals: Any grant overpayments shall be refunded to the City
within 30 days after resolution of any appeals regarding the
Taxable Value of the Eligible Improvements.
iv. Land Excluded: This incentive does not include the base year or
future year Land Values.
V. Condition Precedent: Notwithstanding any other provisions hereof,
City shall not be obligated to make any Program Payment or other
payment or grant pursuant to this Agreement unless and until
Southlake Medical is in compliance with the provisions of this
Agreement in all material respects.
B. Infrastructure Assistance:
White Chapel: City shall construct White Chapel Blvd. to its ultimate
arterial 4 -lane divided (A41D) section between S.H. 114 and through
the Highland Street intersection by the end of calendar year 2009.
ii. Highland Street: Upon review of traffic studies, and determination
that improvements are needed to Highland Street to accommodate
the Project, the City shall be responsible for designing and
constructing Highland Street and all associated costs. This shall
include reconstruction of the existing cross-section and an
adequate turn lane into the Phase I driveway ("Highland Turn
Lane"), by October 1, 2009.
iii. Water Lines: The City shall be responsible for all costs related to
designing and constructing (A) a minimum twelve inch (12") water
line along Highland Street from White Chapel Boulevard to S.H.
114 including two (2) eight inch (8") stubs to the Property line (the
Highland Water Line") and (B) a minimum twelve inch (12") water
line within the Property for approximately 1130 linear feet along the
south side of S.H. 114 (the "S.H. 114 Water Line"). The Highland
Water Line will be constructed by the City prior to October 1, 2009.
The S.H. 114 Water Line will be constructed by Southlake Medical
concurrent with the development of the Project. The City agrees to
reimburse Southlake Medical for all costs associated with the
design and construction of the S.H. 114 Water Line, exclusive of
interest costs, by applying a credit to any water impact fees
Southlake Regional Medical Center - 380 Agreement - Approved November 6, 2007 - Page 7 of 18
assessed against the Medical Campus with any balance remaining
as of June 1, 2012 paid half in FY 2012-13 and half in FY 2013-14.
iv. Sewer Capacitv: The City shall be responsible for ensuring
adequate downstream sanitary sewer capacity for the Medical
Campus.
V. Off -Site Sanitary Sewer Line: The City shall be responsible for all
costs, not to exceed eighty thousand dollars ($80,000), related to
designing and constructing the twelve inch (12") sanitary sewer line
from the northeast corner of the Property easterly along S.H. 114
for approximately 730 linear feet to the existing manhole on the
existing 12" sewer line ("Off-site Sewer Line"). The City agrees to
reimburse Southlake Medical for all costs associated with the
design and construction of this line, exclusive of interest costs, by
applying a credit to any wastewater impact fees assessed against
the Medical Campus not used for credits for on-site sanitary sewer
facilities with any balance remaining as of June 1, 2012 paid half in
FY 2012-13 and half in FY 2013-14. Southlake Medical shall
provide the City all documentation and exhibits necessary to
acquire adequate off-site easements and/or right-of-way for this
line. The City will acquire all easements and right-of-way
necessary to construct the line ("Off-site Sewer Easement") by
January 1, 2009 or twelve (12 months) after receipt of adequate
easement documents, whichever is later.
vi. Trail Alona Hiqhland Street: The City shall be responsible for any
required trails along the south side of Highland Street, likely
constructed with the ultimate improvement of Highland. Southlake
Medical shall be responsible for construction of a minimum five foot
5) wide sidewalk along the north side of Highland Street adjacent
to the Property located within the Highland Street right-of-way with
each phase of the development in accordance with zoning
approval.
C. Fee Reductions:
i. Subject to C.ii below, the City shall waive fifty percent (50%) of the
administrative and construction inspection fees outlined below for
all New Construction on the Property paid to date through five (5)
years from the date of the first Building Permit issued for the Project
Southlake Regional Medical Center - 380 Agreement - Approved November 6, 2007 - Page 8 of 18
Fee Reductions"). Southlake Medical shall pay all other fees as
they are normally required. Fee Reductions include, but are not
limited to the following:
a. Zoning and Platting Fees: This shall include applications for
changes in zoning, specific use permits, site plans, concept
plans, subdivision platting or re -platting.
b. Building Permit and Inspection Fees: Fees related to
Building Permits, unless noted as excluded below.
C. Public Works Plan Review and Inspection Fees: Fees
associated with the review of construction plans related to
public works components of the Project (i.e. water, sanitary
sewer, streets and drainage) as well as inspection of those
same components.
d. Excluded Items: The following fees are excluded from this
incentive:
i) Third Partv Fees: Fees where the City must send
plans / construction documents to outside
professionals for their review due to the unique nature
of the Project. Anticipated at this time are fees
related to fire protection systems for the Project. Due
to the unique nature of the Project, other outside
professionals may also be required to review certain
aspects of the Project construction plans.
ii) Re -Inspection Fees: Fees associated with "call-back"
inspections outside of the inspections provided for by
the building permit fee.
iii) Over -time Fees: Fees associated with over -time
requests for work outside normal working hours,
weekends or official City holidays.
ii. In the event Southlake Medical fails to Substantially Complete the
Eligible Improvements as required by Section 4.A.i, Southlake
Medical agrees to pay the City an amount equal to the fees waived
herein.
Southlake Regional Medical Center - 380 Agreement - Approved November 6, 2007 - Page 9 of 18
D. Park Dedication Requirements: The City shall waive the park dedication
requirements as long as performance requirements previously identified
are met.
E. Entitlement Processes: The City shall endeavor to facilitate the Project
through dedicated Development Review Committee (DRC) meetings,
combined departmental meetings for coordination, shortened plan review
turnarounds, etc. All public entitlement phases (SPIN, Planning and
Zoning Commission, City Council) shall be required.
6. Default and Termination
If either party should fail to comply with the terms of this Agreement, the party
shall have 30 days after delivery of written notice of such default from the other party to
cure such default. If the noncompliance is not cured within that period, the non -
defaulting party may terminate this Agreement by written notice and shall have no
further obligation to the other party; provided that the City shall grant Southlake Medical
an extension to cure the default if Southlake Medical demonstrates, to the reasonable
satisfaction of the City Council that: the default cannot be cured by the payment of
monies and (2) cannot be reasonably cured within 30 days and (3) that Southlake
Medical is diligently pursuing cure. Notwithstanding the foregoing, in the event either
party fails to pay the other party any monetary amounts owing under this Agreement
when due, and such failure continues for a period of 30 days after delivery of written
notice of such default, then such outstanding amounts shall accrue interest from the
date owing until paid at the rate of seven and one half percent (7.5%) per annum.
If the Hospital is not built in accordance with this Agreement or the Hospital has
during the term of this Agreement a property tax exempt status, the City may terminate
the Agreement and Southlake Medical shall refund to the City the costs incurred or
waived by the City for the Highland Turn Lane, the two 8 inch stubs to the Highland
Water Line, State Highway 114 Water Line, Off-site Sewer Line, Off-site Sewer
Easement and Fee Reductions. Additionally, without terminating the Agreement,
Southlake Medical, after notice and opportunity to cure, may exercise any legal or
equitable rights and remedies to collect amounts owing and enforce the obligations
contained in this Agreement.
Southlake Regional Medical Center - 380 Agreement -Approved November 6, 2007 -Page 10 of 18
7. Audit
If necessary to determine whether the minimum Construction Costs in Section
4.A.i are met and if requested by the City, an independent accounting firm mutually
agreeable to the City and Southlake Medical (the "Auditor") shall audit the Construction
Costs associated with the Eligible Improvements, and shall determine whether
Southlake Medical has met the minimum Construction Cost criteria. The conclusion of
the Auditor shall be final, binding and conclusive on the City and Southlake Medical and
the City's payments shall be adjusted in accordance therewith. The City shall be
responsible for the cost of the audit.
8. Indemnification
A. SOUTHLAKE MEDICAL EXPRESSLY AGREES TO FULLY AND
COMPLETELY DEFEND, INDEMNIFY, AND HOLD HARMLESS THE
CITY, AND ITS OFFICERS, AND EMPLOYEES, AGAINST ANY AND
ALL CLAIMS, LAWSUITS, LIABILITIES, JUDGMENTS, COSTS, AND
EXPENSES FOR PERSONAL INJURY (INCLUDING DEATH),
PROPERTY DAMAGE OR OTHER HARM, DAMAGES OR LIABILITY
FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, SUFFERED BY
ANY PERSON OR PERSONS, THAT MAY ARISE OUT OF OR BE
OCCASIONED BY ANY NEGLIGENT, GROSSLY NEGLIGENT,
WRONGFUL, OR STRICTLY LIABLE ACT OR OMISSION OF
SOUTHLAKE MEDICAL OR ITS AGENTS, EMPLOYEES, OR
CONTRACTORS, ARISING OUT IN THE PERFORMANCE OF THIS
AGREEMENT, REGARDLESS OF WHETHER OR NOT THE
NEGLIGENCE, GROSS NEGLIGENCE, WRONGFUL ACT, OR FAULT
OF THE CITY OR ITS OFFICERS, AGENTS, OR EMPLOYEES,
CONTRIBUTES IN ANY WAY TO THE DAMAGE, INJURY, OR OTHER
HARM. Nothing in this paragraph may be construed as waiving any
immunity available to the City under state law. This provision is solely for
the benefit of Southlake Medical and the City and is not intended to create
or grant any rights, contractual or otherwise, in or to any other Person.
9. Miscellaneous Matters
A. Section or Other Headinqs: Section or other headings contained in this
Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.
Southlake Regional Medical Center - 380 Agreement - Approved November 6, 2007 - Page 11 of 18
B. Attornevs Fees: The prevailing party in the adjudication of any proceeding
relating to this Agreement shall be authorized to recover its reasonable
and necessary attorney's fees pursuant to Section 271.159 of the Texas
Local Government Code.
C. Entire Agreement: This Agreement contains the entire agreement
between the parties with respect to the transactions contemplated herein.
D. Amendment: This Agreement may only be amended, altered, or revoked
by written instrument signed by the Southlake Medical and the City.
E. Successors and Assiqns: This Agreement shall be binding on and inure to
the benefit of the parties, their respective successors and assigns.
Southlake Medical may assign all or part of its rights and obligations
hereunder (a) to any Southlake Medical Affiliate effective upon written
notice to the City, provided the Affiliate agrees in writing to comply with
each and every obligation of Southlake Medical in this Agreement
including constructing the eligible improvements to a design standard
consistent with the Concept Plan, or (b) to any Person other than a
Southlake Medical Affiliate with the prior written approval of the City, which
approval shall not be unreasonably withheld or delayed, so long as in the
City's sole discretion the Eligible Improvements will be constructed to a
design standard consistent with the Concept Plan. After Substantial
Completion of the Eligible Improvements, this Agreement may be
assigned upon written notice to the City and the assignees written
agreement to comply with each and every obligation of Southlake Medical
contained herein.
F. Notice: Any notice and/or statement required and permitted to be
delivered shall be deemed delivered by hand delivery, depositing same in
the United States mail, certified with return receipt requested, postage
prepaid, addressed to the appropriate party at the following addresses, or
at such other addresses provided by the parties in writing:
Southlake Medical: Southlake Texas Medical Development GP, LLC
5400 Dallas Parkway
Frisco, Texas 75034
Attention: Jim Williams, Jr.
With a copy to: Winstead P.C.
5400 Renaissance Tower
Southlake Regional Medical Center - 380 Agreement - Approved November 6, 2007 - Page 12 of 18
City:
1201 Elm Street
Dallas, Texas 75270
Attention: Barry R. Knight, Attorney
City of Southlake
1400 Main Street, Suite 460
Southlake, Texas 76092
Attention: Mayor
With a copy to: Taylor, Olson, Adkins, Sralla & Elam, L.L.P.
6000 Western Place, Suite 200
1-30 at Bryant -Irvin Road
Fort Worth, Texas 76107
Attention: Betsy Elam
G. Interpretation: Regardless of the actual drafter of this Agreement, this
Agreement shall, in the event of any dispute over its meaning or
application, be interpreted fairly and reasonably, and neither more strongly
for or against any party.
H. Applicable Law and Venue: This Agreement is made, and shall be
construed and interpreted under the laws of the State of Texas and is fully
performable in Tarrant County, Texas, and venue of any dispute relating
to this Agreement shall lie in Tarrant County, Texas.
Counterparts: This Agreement may be executed in multiple counterparts,
each of which shall be considered an original, but all of which shall
constitute one instrument.
J. Limitation on Liability: Southlake Medical agrees that City shall not be
liable to Southlake Medical or any other party for any special or
consequential damages, direct or indirect, punitive damages, interest, or
cost of court or expenses related to litigation other than reasonable and
necessary attorney's fees, as provided in Section 9.b. hereof for any act of
default by City under this Agreement.
K. Representations: Southlake Medical represents and warrants to the City
that it has the requisite authority to enter into this Agreement.
Southlake Regional Medical Center - 380 Agreement - Approved November 6, 2007 - Page 13 of 18
L. No Joint Venture: The parties agree that the terms hereof are not
intended to and shall not be deemed to create a partnership or joint
venture among the parties. The City, its elected officials, directors,
employees and agents do not assume any responsibility to any third party
in connection with Southlake Medical's construction or operation of the
Project.
10. Riaht to Offset
City may, at its option, offset any amounts due and payable to Southlake Medical
under this Agreement against any debt (including taxes) lawfully due to City
from Southlake Medical and which are delinquent under applicable law or by
agreement, regardless of whether the amount due arises pursuant to the terms of this
Agreement or otherwise and regardless of whether or not the debt due to City has been
reduced to judgment by a court, provided that if Southlake Medical is in good faith
challenging the validity of any debt, in accordance with applicable laws, the City may not
offset unless and until such challenge is finally resolved.
11. Rouah Proaortionality
Southlake Medical agrees that all property dedicated to the City and all public
facilities constructed pursuant to this Agreement are reasonably necessary to serve the
Project and are roughly proportional to the need generated by the subdivision for such
land and facilities. Southlake Medical acknowledges its right to seek a variance to the
dedication and/or construction requirements and that it has voluntarily chosen not to
pursue such remedies and waives any claim for a taking of property, or any other
constitutional or statutory claim, that it may have under either the Texas or United
States Constitutions or statutes.
The remainder of this page left blank intentionally -
Southlake Regional Medical Center - 380 Agreement - Approved November 6, 2007 - Page 14 of 18
THE CITY OF SOUTHLAKE
By:
Andrew Wambsganss, Mayor
ATTEST: •••.••`o TH,F
S
Av,
CITYSECRETARY U ''- •''•••••••••'•• •`'•
SOUTHLAKE LAND HOLDINGS, L.P.,
a Texas limited partnership
By: Southlake Land Holdings GP, L.L.C., a
Texas limited liability company, its General
Partner
By:
M n agt
APPROVED AS TO FORM:
kjzl-
CITY ATTORNE
Southlake Regional Medical Center - 380 Agreement - Approved November 6, 2007 - Page 15 of 18
EXHIBIT A-1
Description of Propertv
114
pTf
Southlake Regional Medical Center - 380 Agreement - Approved November 6, 2007 - Page 16 of 18
r
Southlake Regional Medical Center - 380 Agreement - Approved November 6, 2007 - Page 16 of 18
C r
EXHIBIT A-2
Description of Propertv
BEING a 30,017 acre tract of land situated in the Larkin H. Mvers Survey, Abstfact Number 340, Torront County, Texas,
being a portion of the 25395 ache tract of land described Gra the deed to L.O. Brightbill IN. and wife, Ruth C. Brightbill
recorded In Volume 669.9, Pogo 815, Dead Records of Tarront County, Texas, also being ail of the remainder of "Lot 1, 6W,;
1, Brightbill Addition, according to the plat recorded in Volume 383-162, Paga 73. Plat Records of Tarrant County, Texas,
and all of Tract 1, Tract 2, and Tract 3 daeorlhad In the deed to Marie C_ Brightbill, Amy P. Brightbill, inn K Brightbill,
Cyrvthlo K. Brightbill recorded In Volume 15575, Page fit], peed Records of Torront County, Texas, said 34.017 acre tract of
land being mare particularly described as follows,
BEGINNING at a 5/8 inch iron rod with a yellow plastic cop stamped 'Dunaway Assoc, Inc." rat in the northerly right—of—wal,
line of Highland Drive (a variable width right—of—woy) for the southwesterly corner of Tract i described In sold deed to Mark
C. Brightbill, Amy P. Brightbill, Ann U. Briollbfl, Cynthia K. 6rtghlbill;
THENCE with the easterly line of Dock A-80. Peck Addition, according to the plot recorded In Vaturne 388-137, Page 61,
Plat Records. Tarrant County; Testas, North 42'05'OV West a distance of 588.69 feet to a 5/8 Inch Iron rod with a yellow
flastle cop stamped "Dunaway A9soc, Inc." set for the most southerly corner of Tract 1, Block 1, Chlvara Addition, according
to the plat recorded in Volume 388r-142, Page 142, Plat Records of Tarrant County, Texts;
THENCE with the southerly line of Stock 1 of said Chivers Addition, East a distance of 482.06 feet to a 1/2 inch iron rod
found for the southeasterly corner of Tract 3, Stock 1, of said Chivers Addition;
THENCE oporting the southerly line of Block 1 of said Chivers Addition. North 2£'04'00" l=ost o distonco of 516.21 feet to 0
5/8 inch iron rod with a yellow plastic top stamped "Dunaway Assoc, Inc.- set In the southerly right—of—way tine of State
Highwoy 114 (a variable width right—of—woy), o hon—tongcnt curve to tho rlysst, the rudlus point of said curry being 94vated
South 17122'+48" West a dlstanos of 4,563.6£ feet from sold ion rod, from which o Texas Department of Trrrreportotlon
highway rnonurnent bears North 72'37'50' Wast a distonca`of 1,71 feet;
THENCE with gold lout--eriy dot.—of-•way line of State Hlghway 114 this following;
Southeasterly along sold curve through a control angle of N*26`24' an are tength of 751.90 feet with a Chord beartng
of South 67'54'00' East . and a chord distance of 751.05 feet to a 5/8 Inch Iron rod with o cap stamped 'punawoy
Assoc, Inc." for the end of sold curve;
South 52"23'20" East a distance of 185.71 feet to a 5/8 Inch iron rod with a cols stomped "Dunaway Assoc, Inc.' set
at the beginning of a non—tangont curve to the right, the radius point of said curve being situated South 2818'i8"
West a distance of 7,529.44 feet from cold iron rod;
Southeasterly along raid curve through a central angle of 01'2$'58` an arc length of 194.87 feet with a chord bearing
of South 60'57'13" East and a chord distarsea of 194,136 feet to a 1/2 inch iron rod found for the northuestarly corner
of Lot 1, Sloof: 1, Brightbill Addition, according to the plat recorded iin Votume 388-162, Page 73, Plot Records of
Tarrant County, Texas;
THENCE departing the southerly right—of—woy line of State Highway,114 with the westerly line of said Lot 1, Block 1,
Brightbill Addition, South 40'25'00 East a distance of 562.65 feet to 0 5/8 inch Iron rod with a cap stamped 'Difnaway
Assoc, Inc.' sot In the northerly right—of—way line of Highland Drive (a variable width right—of—woy), oacotdhig to the
Brightbill Addition, for the southwesterly corner of said Lot 1;
THENCE with the northerly right—of—way line of Highland Drive, South 8975516" 'dust a distance of 1,034.74 feet to a 5/8
Inch Iron rod with a cop stomped "Dunaway Assoc, Inc." set In the westerly line of Tract 3 of Bald dead to Mork C.
Brightbill, Amy P. Brightbill, Ann M. Brightbill, Cynthlo K. Brightbill;
THENCE; departing the northerly right—of—way We of Highiand Drive with the westerly line of Tract 3 of sold deed to Mark C.
Brightbill, array P: 9rightMl. Ann M, Brightbill, Cynthlo K. Brightblli, Soutb o distonce of 24.40 feet to a 5/8 inch Iron rod
with a cop stomped "Dunaway Assoc, Inca set in the northerly right—of—way line of Highland Drive, for the southeasterly
comer of said Tract 3;
THENCE with the northerly rigitt-nf way I" of Highland Drive, South 095:'Ur West a distance of 687,64 feet to the POINT
Of BE:GININNING;
CONTAINING a computed area of 30.017 cares (1.307,532 square feet) of land.
Southlake Regional Medical Center - 380 Agreement - Approved November 6, 2007 - Page 17 of 18
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Southlake Regional Medical Center - 380 Agreement - Approved November 6, 2007 - Page 18 of 18
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