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Item 4MM E M O R A N D U M December 18, 2009 To: Shana Yelverton, City Manager From: Greg Last, Director of Economic Development Subject: Approve Resolution 10-002, 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. Action Requested: Approve Resolution 10-002 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 approved Amendment One on August 4, 2009 moving several dates out approximately on year. Contractor issues related to the Highland Street reconstruction have delayed this project. This Amendment Two will have the following affects on the resulting 380 Agreement: Extends our construction commitment on Highland Street from January 2010 to December 2010. Financial Considerations: Financial components remain the same, only timing is changed. 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 Honorable Mayor and City Council Resolution 10-002 Page 2 of 2 Documents: Attached is Resolution 10-002 Staff Recommendation: Approve Resolution 10-002 as submitted. RESOLUTION NO. 10-002 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, On August 4, 2009 the City Council approved Amendment One to the Chapter 380 Agreement by and between the City of Southlake and 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 Two by and between the City of Southlake and Southlake Medical, a copy of which is attached hereto as Exhibit “A” and incorporated herein by reference (hereinafter called “Amendment Two”); and WHEREAS , upon full review and consideration of Amendment Two and all matters attendant and related thereto, the City Council is of the opinion that Amendment Two 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 Two 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. Resolution 10-002 – Southlake Regional Medical Center - 380 Agreement - Amendment Two 2009-12-18 DRAFT - Page 1 of 3 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, Amendment One and Amendment Two. SECTION 3. The terms and conditions of Amendment Two, 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 Two and all other documents in connection therewith on behalf of the City substantially according to the terms and conditions set forth in Amendment Two. SECTION 5. This Resolution shall become effective from and after its passage. PASSED AND APPROVED this the ______ day of January, 2010 ________________________ John Terrell, Mayor ATTEST: ____________________________ City Secretary Resolution 10-002 – Southlake Regional Medical Center - 380 Agreement - Amendment Two 2009-12-18 DRAFT - Page 2 of 3 EXHIBIT A Chapter 380 Agreement -- Amendment Two Resolution 10-002 – Southlake Regional Medical Center - 380 Agreement - Amendment Two 2009-12-18 DRAFT - Page 3 of 3 SOUTHLAKE REGIONAL MEDICAL CENTER Chapter 380 Agreement – Amendment Two Amendment THIS AMENDMENT TWO TO ECONOMIC DEVELOPMENT AGREEMENT (“ Two”“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, On August 4, 2009, the City adopted Resolution No. 09-128 adopting amendments to the Chapter 380 Agreement (“Amendment One”); and WHEREAS, Southlake Medical and the City wish to amend the Chapter 380 Agreement and Amendment One; and WHEREAS, the City Council of the City of Southlake (the “City Council”) finds and determines that this Amendment Two 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 Two 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: 380Description Original Date Amendment OneAmendment Two Agreement Extended DateExtended Date Section Construction deadline for 5B.iiHighland Street October 1, 2009 January 1, 2010 December 31, 2010 reconstruction 3. Section 5 B.ii of the Chapter 380 Agreement, as amended by Amendment One, is hereby amended to delete the City’s obligation to construct the “Highland Turn Lane” and to read as follows: êÎÈÉÕÑÜÒØëØÖÔÎÏÜÑðØÙÔÚÜÑúØÏÉØËn ß³»²¼³»²¬ Ì©± îððçóïîóïè ÜÎßÚÌ ó п¹» ï ±º î “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 December 31, 2010.” The Chapter 380 Agreement is further amended to delete all references to the “Highland Turn Lane”. 4. This Amendment Two 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 Two shall be effective as originals. 6. Except as modified hereby, the Chapter 380 Agreement and Amendment One remain 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 _____________, 2010. 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 êÎÈÉÕÑÜÒØëØÖÔÎÏÜÑðØÙÔÚÜÑúØÏÉØËn ß³»²¼³»²¬ Ì©± îððçóïîóïè ÜÎßÚÌ ó п¹» î ±º î