Item 4FCITY OF
SOUTH LAKE
MEMORANDUM
October 24, 2011
To: Shana Yelverton, City Manager
From: Greg Last, Director of Economic Development & Tourism
Subject: Approve Resolution 11 -049, 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 11 -049 as noted above.
Background
Information: The original Chapter 380 Agreement for the Southlake Regional
Medical Center (SRMC) was approved on November 6, 2007.
There have been two prior amendments extending deadlines for
SRMC as well as the City. The development team is now ready to
move forward with new partners Forest Park Medical Center and
Vibrant Health Care.
The Amendment Three does include provisions to separate the
timing criteria for the Hospital and the Medical Office Building. The
Hospital has a commencement date of March 31, 2012 and
substantial completion of December 31, 2013. The first MOB has
commencement date of June 30, 2013 and substantial completion
of December 31, 2014. Square footage thresholds for both the
Hospital and MOB were increased. Construction costs and taxable
value criteria were modified for both with the combined criteria
increasing from the current agreement to Amendment Three.
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.
Honorable Mayor and City Council
Resolution 11 -049
Page 2 of 2
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 11 -049
Staff
Recommendation: Approve Resolution 11 -049 as submitted.
RESOLUTION NO. 11 -049
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 3 80 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
(the "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
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, On January 5, 2010 the City Council approved Amendment Two to the
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 Agreement — Amendment
Three 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 Three ");
and
WHEREAS, upon full review and consideration of Amendment Three and all matters
attendant and related thereto, the City Council is of the opinion that Amendment Three will assist in
implementing a program whereby economic development will be promoted and business and
commercial activity will be stimulated in the City.
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Resolution 11 -049 — Southlake Regional Medical Center - 380 Agreement - Amendment Three
2010 -10 -24 DRAFT - Page 1 of 3
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 Three 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 Agreement, Amendments
One, Two and Three.
SECTION 3.
The terms and conditions of Amendment Three, 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 Three and all other documents in
connection therewith on behalf of the City substantially according to the terms and conditions set
forth in Amendment Three.
SECTION 5.
This Resolution shall become effective from and after its passage.
PASSED AND APPROVED this the day of , 2011
John Terrell, Mayor
ATTEST:
Alicia Richardson, TRMC
City Secretary
Resolution 11 -049 — Southlake Regional Medical Center - 380 Agreement - Amendment Three
2010 -10 -24 DRAFT - Page 2 of 3
EXHIBIT A
Chapter 380 Agreement -- Amendment Three
Resolution 11 -049 — Southlake Regional Medical Center - 380 Agreement - Amendment Three
2010 -10 -24 DRAFT - Page 3 of 3
SOUTHLAKE REGIONAL MEDICAL CENTER
Chapter 380 Agreement — Amendment Three
THIS AMENDMENT THREE TO ECONOMIC DEVELOPMENT AGREEMENT
( " Amendment Three ") is executed between the City of Southlake, Texas (the " City ") and
Southlake Land Holdings, L.P., a Texas limited partnership ( " Southlake Medical ").
Recitals
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 and authorizing the Economic Development Program
Agreement between the parties (the " Agreement ") as part of the Economic Development
Program established by the Resolution (the " Program "); and
WHEREAS, on August 4, 2009, the City adopted Resolution No. 09 -128 adopting
amendments to the Agreement ( " Amendment One "); and
WHEREAS, on January 5, 2010, the City adopted Resolution No. 10 -002 adopting
amendments to the Agreement ( " Amendment Two "); and
WHEREAS, Southlake Medical and the City wish to further amend the Agreement and
Amendment One and Amendment Two; and
WHEREAS, the City Council of the City of Southlake finds and determines that this
Amendment Three to the Agreement will effectuate the purposes set forth in the Program and the
Southlake Medical's performance of its obligations herein and in the 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 are
hereby acknowledged, the parties agree as follows:
1. Unless otherwise defined herein, the terms used in this Amendment Three shall
have the same meaning as given to such terms in the Agreement.
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Southlake Regional Medical Center - 380 Agreement - Amendment Three
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2. The Agreement is hereby amended to extend the following dates by the time
periods shown or modify the sections as described:
Agreement
Description
Original Date
Amendment
Amendment
Amendment
Section
One
Two
Three
4A.i
Commencement of
December
December 31,
No change
Reword section
construction
31, 2009
2010
as noted below
4A.i
Substantial completion
December
December 31,
No change
Reword section
31, 2011
2012
as noted below
5B.i
White Chapel
December
December 31,
No change
June 30, 2014
construction
31, 2009
2011
5B.ii
Construction deadline for
October 1,
January 1,
December
Obligation
Highland Street
2009
2010
31, 2010
completed,
reconstruction
see note below
deleting section
5B.iii
Construction deadline for
October 1,
January 1,
No change
Obligation
the Highland Water Line
2009
2010
completed,
see note below
deleting section
5B.iii
Reimbursement timetable
June 1, 2012;
June 1, 2013;
No change
Reword section
for on -site S.H. 114 water
FY 2012 -13
FY 2013 -14
as noted below
line
FY 2013 -14
FY 2014 -15
5B.v
Reimbursement timetable
June 1, 2012;
June 1, 2013;
No change
Reword section
for off -site sanitary sewer
FY 2012 -13
FY 2013 -14
as noted below
line
FY 2013 -14
FY 2014 -15
3. [Re: Section 2] The definition of "Building Permit" is hereby amended to delete
demolition permits as the parties have agreed that issuance of a demolition permit for any portion
of the Property will not trigger any actions, obligations or time periods under the Agreement.
4. Section 4.A is hereby amended to read as follows:
"A. Construction As it relates to constructing a portion of the Eligible
Improvements, the following criteria shall apply.
i. Hospital & Parking Garage Commence construction of the Hospital
and attached parking garage number 1 (as shown on the Concept
Plan) by March 31, 2012 and be substantially completed no later
than December 31, 2013, subject to extension as set forth in
Subsection 4.A.iii below. The Hospital shall have a minimum of
130,000 gross square feet and the Hospital and parking garage
together shall have a minimum construction value of Forty -Two
Million Five Hundred Thousand Dollars ($42,500,000).
Additionally, as of the January 1 of the year following the issuance
of the certificate of occupancy for the Hospital, in order to qualify
Southlake Regional Medical Center - 380 Agreement - Amendment Three
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for Program Payments under this Agreement, the Hospital and
parking garage shall satisfy at least one of the following conditions:
(1) combined Construction Costs and Taxable Value of the Personal
Property within the Hospital of not less than Forty -Six Million Five
Hundred Thousand Dollars ($46,500,000); or (2) combined Taxable
Value of the real property improvements and Personal Property
within the Hospital of not less than Forty-Six Million Five Hundred
Thousand Dollars ($46,500,000).
ii. Medical Office Building (MOB) Commence construction of the
first MOB by June 30, 2013 and be substantially completed no later
than December 31, 2014, subject to extension as set forth in
Subsection 4.A.iii below. The MOB shall have a minimum of 60,000
gross square feet and have a minimum construction value of Seven
Million Five Hundred Thousand Dollars ($7,500,000). Additionally,
as of the January 1 of the year following the issuance of the
certificate of occupancy for the MOB, in order to qualify for
Program Payments under this Agreement, the MOB shall satisfy at
least one of the following conditions: (1) combined Construction
Costs and Taxable Value of the Personal Property within the MOB
of not less than Eight Million Five Hundred Thousand Dollars
($8,500,000); or (2) combined Taxable Value of the real property
improvements and Personal Property within the MOB of not less
than Eight Million Five Hundred Thousand Dollars ($8,500,000).
iii. Extensions Southlake Medical shall have additional time to
complete the Hospital, the parking garage and the first MOB (1) if in
the sole opinion of the City, Southlake Medical has made substantial
progress towards the completion of the Hospital, parking garage and
MOB, as the case may be, or (2) in the event of Force Majeure."
iv. 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.
5. All references to Section 4.A.i in the Agreement shall now reference Section 4.A.
6. Section 4.1 is hereby amended to read as follows:
"The Medical Campus shall be entitled `Forest Park Medical Center at Southlake'
or such other similar name, but must include ` Southlake' in the title."
Southlake Regional Medical Center - 380 Agreement - Amendment Three
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7. Section 5B.ii shall be deleted in its entirety. All parties agree that the City's
obligations as it relates to reconstruction of Highland Street have been completed.
S. Section 5B.iii is hereby amended to read as follows:
" S.H. 114 Water Line The City agrees to reimburse Southlake Medical for all
costs, exclusive of interest costs, related to designing and constructing 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 S.H. 114
Water Line will be constructed by Southlake Medical concurrent with the
development of the Project. This reimbursement shall include 1) Water impact
fee credits for fees due with Phase I construction of the Medical Campus as
described in Section 4.A, and 2) Two payments, each being fifty percent (50 %) of
the total reimbursement amount described above less the credits, the first payment
to be in the first City Fiscal Year after the issuance of the first Certificate of
Occupancy, and the second payment to be in the second City Fiscal Year after the
issuance of the first Certificate of Occupancy."
9. Section 5B.v is hereby amended to read as follows:
"Off -Site Sanitary Sewer Line The City agrees to reimburse Southlake Medical
for all costs, exclusive of interest costs, and 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 "). 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 ") within twelve
(12) months after receipt of adequate easement documents. This reimbursement
shall include 1) Wastewater impact fee credits for fees due with Phase I
construction of the Medical Campus as described in Section 4.A, and 2) Two
payments, each being fifty percent (50 %) of the total reimbursement amount
described above less the credits, the first payment to be in the first City Fiscal
Year after the issuance of the first Certificate of Occupancy, and the second
payment to be in the second City Fiscal Year after the issuance of the first
Certificate of Occupancy."
10. Section 6 shall be amended by deleting "Highland Turn Lane, the two 8 inch
stubs to the Highland Water Line," from the second paragraph in that section.
11. This Amendment Three 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 Three shall
be effective as originals.
Southlake Regional Medical Center - 380 Agreement - Amendment Three
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12. Except as modified hereby, the 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
Three as of the day of , 2011.
CITY
THE CITY OF SOUTHLAKE
IM
John Terrell, Mayor
SOUTHLAKE MEDICAL
SOUTHLAKE LAND HOLDINGS, L.P.
By: Southlake Land Holdings GP, L.L.C.
a Texas limited liability company
Jim Williams, Jr., President
Southlake Regional Medical Center - 380 Agreement - Amendment Three
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