Item 4HM E M O R A N D U M
July 27, 2009
To:
Shana Yelverton, City Manager
From:
Greg Last, Director of Economic Development
Subject:
Approve Resolution 09-028, 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; authorize the Mayor to execute an amended
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 provide
an effective date.
Action
Requested:
Approve Resolution 09-028 as noted above.
Background
Information:
The original Chapter 380 Agreement for the Southlake Regional
Medical Center (SRMC) was approved on November 6, 2007.
Various factors and the down economy have kept the developer
from moving forward with the SRMC project. The City needed to
move forward with the reconstruction of Highland Street and
associated water line improvements. This Amendment One will
have the following affects on the resulting 380 Agreement:
Extends our construction commitment on White Chapel from
12/09 to12/11
Extends our construction commitment on Highland Street from
10/09 to 1/10
Extends two 8” water line stubs from the Highland water line to
the SRMC property without their obligation for reimbursement
Eliminates our commitment to construct two deceleration lanes
and associated driveways into the SRMC property
Extends “commencement of construction” from 12/09 to 12/10
Extends “substantial completion” from 12/11 to 12/12
Extends related infrastructure reimbursements (water line off-
site sewer) by one year
Financial
Considerations:
The short term costs are an approximate savings of $163,000 due
to not having to pay for driveways into the site and a cost of
approximately $6,500 for two 8” water line stubs to the property that
will not be reimbursed if the project does not move forward. Other
financial components remain the same, only timing is changed.
Honorable Mayor and City Council
Resolution 09-028
Page 2 of 2
Strategic Link:
C4: Attract and keep top-tier businesses to drive a dynamic and
sustainable economic environment.
Citizen Input/
Board Review:
Not applicable.
Legal Review:
The City Attorney’s office has been involved in the preparation of
these documents.
Alternatives:
1. Approve the Resolution as submitted
2. Approve the Resolution with amendments
3. Take no action on the Resolution.
Supporting
Documents:
Attached is Resolution 09-028
Staff
Recommendation:
Approve Resolution 09-028 as submitted.
RESOLUTION NO. 09-028
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 AMENDED 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
, On November 7, 2007 the City Council approved a Chapter 380 Agreement by
and between the City of Southlake and Southlake Land Holdings, L.P. (“Southlake Medical”) to
promote economic development and stimulate business and commercial activity in the City; and
WHEREAS
, the City Council has been presented with a proposed Chapter 380 Agreement –
Amendment One 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 “Amendment One”); and
WHEREAS
, upon full review and consideration of Amendment One and all matters
attendant and related thereto, the City Council is of the opinion that Amendment One 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 Amendment One 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 amendments to the 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 Chapter 380 Agreement
and Amendment One.
Resolution 09-028 – Southlake Regional Medical Center - 380 Agreement - Amendment One
2009-07-27 DRAFT - Page 1 of 3
SECTION 3.
The terms and conditions of Amendment One, 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 Amendment One and all other documents in
connection therewith on behalf of the City substantially according to the terms and conditions set
forth in Amendment One.
SECTION 5.
This Resolution shall become effective from and after its passage.
PASSED AND APPROVED
this the _____ day of _____________, 2009.
________________________
John Terrell, Mayor
ATTEST:
____________________________
City Secretary
Resolution 09-028 – Southlake Regional Medical Center - 380 Agreement - Amendment One
2009-07-27 DRAFT - Page 2 of 3
EXHIBIT A
Chapter 380 Agreement -- Amendment One
Resolution 09-028 – Southlake Regional Medical Center - 380 Agreement - Amendment One
2009-07-27 DRAFT - Page 3 of 3
SOUTHLAKE REGIONAL MEDICAL CENTER
Chapter 380 Agreement – Amendment One
Amendment
THIS AMENDMENT ONE TO ECONOMIC DEVELOPMENT AGREEMENT (“
One”“City”
) is executed between the City of Southlake, Texas (the ) and Southlake Land Holdings, L.P.,
“Southlake Medical”
a Texas limited partnership ().
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 the Economic
Development Program Agreement between the parties (“Chapter 380 Agreement”) as part of the
Economic Development Program established by City Council Resolution (the “Program”); and
WHEREAS, Southlake Medical and the City wish to amend the Chapter 380 Agreement;
and
WHEREAS, the City Council of the City of Southlake (the “City Council”) finds and
determines that this Amendment One to the Chapter 380 Agreement will effectuate the purposes
set forth in the Program, and that Southlake Medical’s performance of its obligations herein and
in the Chapter 380 Agreement will promote local economic development and stimulate business
and commercial activity in the City.
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. Unless otherwise defined herein, the terms used in this Amendment One shall have the same
meaning as given to such terms in the Chapter 380 Agreement.
2. The Chapter 380 Agreement is hereby amended to extend the following dates by the time
periods shown:
380 Agreement Description Original Date Extended Date
Section
4A.i Commencement of construction December 31, 2009 December 31, 2010
4A.i Substantial completion December 31, 2011 December 31, 2012
5B.i Construction of White Chapel December 31, 2009 December 31, 2011
Construction deadline for Highland
5B.iiOctober 1, 2009 January 1, 2010
Street reconstruction
Construction deadline for the
5B.iiiOctober 1, 2009 January 1, 2010
Highland Water Line
June 1, 2012 June 1, 2013
Reimbursement timetable for on-
5B.iiiFY 2012-13 FY 2013-14
site S.H. 114 water line
FY 2013-14 FY 2014-15
June 1, 2012 June 1, 2013
Reimbursement timetable for off-
5B.vFY 2012-13 FY 2013-14
site sanitary sewer line
FY 2013-14 FY 2014-15
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3. Section 5 B.ii of the Chapter 380 Agreement is hereby amended to delete the City’s
obligation to construct the “Highland Turn Lane” and to read as follows:
“Highland Street: The City shall be responsible for reconstruction of the existing cross-
section of Highland Street between White Chapel and S.H. 114 by January 1, 2010.”
The Chapter 380 Agreement is further amended to delete all references to the “Highland
Turn Lane”.
4. The last paragraph of Section 6 of the Chapter 380 Agreement is hereby amended to read as
follows:
“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 S.H. 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.”
5. This Amendment may be executed in multiple original counterparts. Each counterpart shall
be deemed an original, and when the counterparts are taken together, they shall be deemed
to be one in the same instrument. Signed facsimiles of this Amendment shall be effective as
originals.
6. Except as modified hereby, the Chapter 380 Agreement remains unchanged and in full force
and effect, and by their execution hereof, the City and Southlake Medical ratify and confirm
all of the terms and provisions thereof.
IN WITNESS WHEREOF
, the City and Southlake Medical have executed this Amendment as
of the ____ day of _____________, 2009.
CITY:SOUTHLAKE MEDICAL:
THE CITY OF SOUTHLAKE SOUTHLAKE LAND HOLDINGS, L.P.
By: Southlake Land Holdings GP, L.L.C.
By: a Texas limited liability company
Title: By:_______________________________
Jim Williams, Jr., President
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