Loading...
Item 8ACity of Southlake, Texas M E M O R A N D U M October 30, 2007 TO:Shana Yelverton, City Manager FROM: Greg Last,Director of Economic Development SUBJECT:Resolution 07-016 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. ______________________________________________________________________________ Action Requested: Approval of a Chapter 380 Economic Development Program Agreement for the Southlake Regional Medical Center development Background Information: The Southlake Regional Medical Center is a LandPlan development of approximately 30 acres in the southeast quadrant of S.H. 114 and White Chapel Blvd. Zoning and Concept Plan approved on July 17, 2007 Phase I of approx. 150,000 SF with ultimate potential of 970,000 SF Financial Considerations: Incentive negotiations have been ongoing since 4Qtr 2006. A variety of incentives associated with performance measures are included in the Chapter 380 Agreement. Key aspects are: Performance based: Reimbursements after construction or payment of taxes, i.e. no “up-front” costs Focused on public infrastructurecomponents included in Capital Improvement Plans Citizen Input/ Board Review: None applicable. Legal Review: The City Attorney’s office has been involved in the negotiation and writing of this Chapter 380 agreement throughout the process. Alternatives: - Approval of the agreement as submitted. - Approval with amendments per the Council direction. - Denial of the agreement. Supporting Documents: Chapter 380 Agreement Staff Recommendation: Approval of the Chapter 380 Economic Development Program Agreement as submitted. 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 LandHoldings, 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 – Draft: October 30, 2007 - Page 1 of 3 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 _______ day of _______, 2007. ________________________ Andrew Wambsganss, Mayor ATTEST: ____________________________ City Secretary Resolution 07-016 – Southlake Regional Medical Center - 380 Agreement – Draft: October 30, 2007 - Page 2 of 3 EXHIBIT A Chapter 380 AGREEMENT Resolution 07-016 – Southlake Regional Medical Center - 380 Agreement – Draft: October 30, 2007 - Page 3 of 3 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. W I T N E S S E T H: WHEREAS, on __________, 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: Building 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 - 380 Agreement - Draft: October 30, 2007 - Page 1 of 18 energy, mechanical, and related codes. City: The City of Southlake, Texas. Certificate of Occupancy: 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. Eligible 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 “P3” 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 - Draft: October 30, 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. Program: Has the meaning set forth in the recitals to this Agreement. Program Payments: The payments made by the City to Southlake Medical pursuant to Section 5 of this Agreement. Project: The Eligible Improvements. Property: 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 Property: 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 - 380 Agreement - Draft: October 30, 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 Minimum Square Feet Construction Cost Hospital 80,000 $23,000,000 Medical Office Building(s) 50,000 $11,000,000 And, on January 1 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 - Draft: October 30, 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. : Southlake Medical further agrees that the City and its agents C. Inspection 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: i. Saved Tree Grouping: 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. Naming: 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 - Draft: October 30, 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. Design: 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. City’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 - Draft: October 30, 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 i. White Chapel: City shall construct White Chapel Blvd. to its ultimate arterial 4-lane divided (A4D) 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 - Draft: October 30, 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 Capacity: 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 Along Highland 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 - Draft: October 30, 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 Party 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. In the event Southlake Medical fails to Substantially Complete the ii. 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 - Draft: October 30, 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 - Draft: October 30, 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 SOUTHLAKE MEDICAL EXPRESSLY AGREES TO FULLY AND A. 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 Headings: 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 - Draft: October 30, 2007 - Page 11 of 18 B. Attorneys 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 Assigns: 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 - Draft: October 30, 2007 - Page 12 of 18 1201 Elm Street Dallas, Texas 75270 Attention: Barry R. Knight, Attorney City: 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 I-30 at Bryant-Irvin Road Fort Worth, Texas 76107 Attention: Betsy Elam : Regardless of the actual drafter of this Agreement, this G. Interpretation 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. I. 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. 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 Southlake Regional Medical Center - 380 Agreement - Draft: October 30, 2007 - Page 13 of 18 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. Right 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. Rough Proportionality 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 - Draft: October 30, 2007 - Page 14 of 18 THE CITY OF SOUTHLAKE By: ____________________________ Andrew Wambsganss, Mayor ATTEST: ____________________________ CITY SECRETARY 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: _________________________ Manager APPROVED AS TO FORM: ____________________________ CITY ATTORNEY Southlake Regional Medical Center - 380 Agreement - Draft: October 30, 2007 - Page 15 of 18 EXHIBIT A-1 Description of Property Southlake Regional Medical Center - 380 Agreement - Draft: October 30, 2007 - Page 16 of 18 EXHIBIT A-2 Description of Property Southlake Regional Medical Center - 380 Agreement - Draft: October 30, 2007 - Page 17 of 18 EXHIBIT B Concept Plan Southlake Regional Medical Center - 380 Agreement - Draft: October 30, 2007 - Page 18 of 18