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R-12-11-08-H3 - 11/8/2012RESOLUTION NO. R-12-11-08-113 WHEREAS, the City of Round Rock ("City") has established an Economic Development Program to encourage Round Rock RE Holdings, LLC ("RE Holdings") to construct a 59,584 square foot long-term acute care hospital thereon, with a minimum of 50 beds (the "Facility"), to be located on a tract of land containing 4.089 acres in the City of Round Rock, and WHEREAS, to further promote economic development, the City wishes to enter into an Economic Development Agreement ("Agreement") with RE Holdings regarding RE Holdings' construction of this Facility, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City, an Economic Development Agreement with Round Rock RE Holdings, LLC, a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted RESOLVED this 8th day of November, 2012. ALAN MCGRAW, Mayor City of Round Rock, Texas _,.I— 4_1 �Gy\.�Kr . 0 4dox\SCC1nts\01 12\1 204\MUNICIPAL\00261393. DOC CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT This Economic Development Agreement ("Agreement") is entered into this day of , 2012, by and between the City of Round Rock, Texas, a Texas home rule municipal corporation ("City") and Round Rock RE Holdings, LLC ("RE Holdings"), a Texas limited liability company. WHEREAS, the City has adopted Resolution No. attached as Exhibit "A" ("Resolution"), establishing and authorizing the City to make an economic development grant to RE Holdings in recognition of the positive economic benefits to the City through RE Holdings' construction of a 59,584 square feet long-term acute care hospital (the "Project") to be located on a tract of land containing 4.089 acres more particularly described on the attached Exhibit "B" ("Property"); and WHEREAS, the purpose of this Agreement is to promote economic development as contemplated by Chapter 380 of the Texas Local Government Code and the Development Corporation Act - ART. 5190.6 TEx. REv. Civ. STAT. ANN. (Vernon's 1987 and Vernon's Supp. 2003) whereby RE Holdings will construct, develop and operate the Project, or cause the Project to be constructed, developed, and operated, in conformance with the City's development approvals for the Project; NOW, THEREFORE, in consideration of the mutual benefits and promises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and RE Holdings agree as follows: 1. Authority. The City's execution of this Agreement as authorized by both Chapter 380 and Chapter 395 of the Texas Local Government Code, the Development Corporation Act — ART. 5190.6 TEx. REv. Civ. STAT. ANN. (Vernon's 1987 and Vernon's Supp. 2003) and the Resolution constitute a valid and binding obligation of the City in the event RE Holdings completes the construction of the Project. The City acknowledges that RE Holdings is acting in reliance upon the City's performance of its obligations under this Agreement in making its decision to commit substantial resources and money to construct the Project. 2. Term. This Agreement shall become enforceable upon its Effective Date. This Agreement shall terminate upon payment of the economic development grant described in Section 4, or on March 1, 2015, whichever first occurs. 3. Obligations of RE Holdings. In consideration of the City's compliance with this Agreement, RE Holdings agrees as follows: 3.1 Development of the Project. RE Holdings agrees to complete construction of the Project on or before December 31, 2014. EXHIBIT 00260949.DOC "An 3.2 Compliance with Development Regulations and Other Ordinances. RE Holdings shall comply with the City's development approval processes applicable to the Project and shall develop the Project on the Property consistent with applicable City ordinances, City -approved zoning for the Property, City -approved development plans, and other City development requirements. 4. City's Obligation to Make Economic Development Payment. In consideration of RE Holdings' compliance with this Agreement, the City agrees as follows: No less than forty-five (45) days after the issuance by the City of a certificate of occupancy for the Project, City shall pay to RE Holdings a payment equal to the full amount of any and all rollback taxes assessed by the City as a result of the purchase of the Property by RE Holdings or its assignee. 5. Miscellaneous. 5.1 Mutual Assistance. The City and RE Holdings will do all things reasonably necessary or appropriate to carry out the terms and provisions of this Agreement, and to aid and assist each other in carrying out such terms and provisions in order to put each other in the same economic condition contemplated by this Agreement regardless of any changes in public policy, the law, or taxes or assessments attributable to the Property. 5.2 Representations and Warranties. The City represents and warrants to RE Holdings that the economic development program established by the City pursuant to Chapter 380 of the Texas Local Government Code and under the Resolution to promote local economic development and stimulate business and commercial activity within the City (the "Program") and this Agreement are within its authority, and that it is duly authorized and empowered to establish the Program and enter into this Agreement, unless otherwise ordered by a court of competent jurisdiction. RE Holdings represents and warrants to the City that it has the requisite authority to enter into this Agreement. 5.3 Default. If either the City or RE Holdings should default in the performance of any obligations of this Agreement, the other party shall provide such defaulting party written notice of the default and a minimum period of thirty (30) days to cure such default, prior to instituting an action for breach or pursuing any other remedy for default. If the City remains in default after notice and opportunity to cure, RE Holdings shall have the right to pursue any remedy at law or equity for the City's breach. If RE Holdings remains in default after notice and opportunity to cure, the City's remedy shall be limited to termination of the City's obligation to make the payment described in Section 4 hereof. 5.4 Attorney's Fees. In the event any legal action or proceeding is commenced between the City and RE Holdings to enforce provisions of this Agreement and 2 recover damages for breach, the prevailing party in such legal action shall be entitled to recover its reasonable attorney's fees and expenses incurred by reason of such action, to the extent allowed by law. 5.5 Entire Agreement. Other than that one certain Property Tax Abatement Agreement between the parties of even date herewith, this Agreement contains the entire agreement between the parties. This Agreement may only be amended, altered or revoked by written instrument signed by the City and RE Holdings. 5.6 Binding Effect. This Agreement shall be binding on and inure to the benefit of the parties, their respective successors and assigns. 5.7 Assi nment. RE Holdings may assign its rights and obligations to a third party upon thirty days written notice to the City. 5.8 Affiliated Entities. The parties hereto agree that the obligations of RE Holdings set forth in and established under this Agreement may be fulfilled by RE Holdings, by one or more Affiliate of RE Holdings, or by a combination of RE Holdings and an Affiliate of RE Holdings. For purposes of this Agreement, the term "Affiliate of RE Holdings" shall mean all companies under common control with, controlled by, or controlling RE Holdings. For purposes of this definition, "control" means 51% or more of the ownership determined by either value or vote. 5.9 Amendment. This Agreement may be amended by the mutual written agreement of the parties. 5.10 Notice. All notices and other communications hereunder shall be in writing (whether or not a writing is expressly required hereby), and shall be deemed to have been given and become effective (a) if given by either party or its counsel via an express mail service or via courier or via receipted E-mail transmission if duplicate notice is also given via express mail service or via courier service or via certified mail, then if and when delivered to and received (or refused) by the respective parties at the below addresses (or at such other addresses as a party may hereafter designate for itself by notice to the other party as required hereby), or (b) if sent via certified mail by either party or its counsel, then on the third (3rd) business day following the date on which such communication is deposited in the United States mails, by first class certified mail, return receipt requested, postage prepaid, and addressed to the respective parties at the below addresses (or at such other address as a party may hereafter designate for itself by notice to the other party as required hereby). Any notice provided for under the terms of this Agreement by either parry to the other shall be in writing and may be effected by registered or certified mail, return receipt requested to the following addresses: If to City, to: City of Round Rock 221 E. Main Street Round Rock, TX 78664 Attn: City Manager Phone: (512) 218-5400 Email: snorwood@roundrocktexas.gov With a required copy to: Sheets & Crossfield 309 E. Main Street Round Rock, TX 78664 Attn: Stephan L. Sheets Phone: (512) 255-8877 Email: steve@scrrlaw.com If to RE Holdings, to: Round Rock RE Holdings, LLC 2200 Ross Avenue, STE 3060 Dallas, Texas 75201 Attn: David Smith, President Phone: 469) 621-6740 Email: dsmith@chghospitals.com With a required copy to: Brown McCarroll, L.L.P. 111 Congress Avenue, STE 1400 Austin, TX 78701 Attn: Nikelle S. Meade Phone: (512) 479-1147 Email: nmeade@brownmccarroll.com And a required copy to: Cornerstone Healthcare Group 2200 Ross Avenue, STE 3060 Dallas, Texas 75201 Attn. Chris Corrigan, Corporate Counsel Phone: (469) 621-6740 Email: ccorrigan@chghospitals.com L, 5.11 Interpretation. Each of the parties have been represented by counsel of their choosing in the negotiation and preparation of this Agreement. Regardless of which party prepared the initial draft of this Agreement, this Agreement shall, in the event of any dispute, however its meaning or application, be interpreted fairly and reasonably and neither more strongly for or against any party. 5.12 Applicable Law. This Agreement is made, and shall be construed and interpreted, under the laws of the State of Texas and venue shall lie in Williamson County, Texas. 5.13 Severability. In the event any provisions of this Agreement are illegal, invalid or unenforceable under present or future laws, and in that event, it is the intention of the parties that the remainder of this Agreement shall not be affected. It is also the intention of the parties of this Agreement that in lieu of each clause and provision that is found to be illegal, invalid or unenforceable, a provision be added to this Agreement which is legal, valid or enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 5.14 Paragraph Headings. The paragraph headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of the various and several paragraphs. 5.15 No Third Party Beneficiaries. This Agreement is not intended to confer any rights, privileges or causes of action upon any third party except an assignee or Affiliate of RE Holdings. [Signatures Appear on Following Page] 5 IN WITNESS WHEREOF, the parties have executed this Agreement and caused this Agreement to be effective on the latest date as reflected by the signatures below (the "Effective Date"). Attest: Sara White, City Clerk Approved as to Form: Stephan L. Sheets, City Attorney THE CITY OF ROUND ROCK, TEXAS, a Texas Home Rule City Alan McGraw, Mayor Date: ROUND ROCK RE HOLDINGS, LLC a Texas limited liability c mpany By: v— K Sc 1 z, Treasurer Date: 1L> 1 1'"4 ( — 5 4.088 Acre Tract Page 1 of 3 DESCRIPTION OF A 4.088 ACRE TRACT OF LAND OUT OF THE ABEL EAVES SURVEY, ABSTRACT NO. 215, SITUATED IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 377.590 ACRE TRACT AS DESCRIBED IN A DEED TO AVERY CENTRE DEVCO, INC. AND RECORDED IN DOCUMENT NO. 2008083894 OF THE OFFICIAL PUBLIC RECORDS OF SAID COUNTY, SAID 4.088 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COMMENCING at a'/z" iron rod with "Baker-Aicklen" cap found at the most westerly northwest corner of said 377.590 acre tract, same being at the point of intersection of the northeasterly right-of-way line of College Park Drive (right-of-way width varies) and the southeasterly right-of-way line of University Boulevard (right-of-way width varies); THENCE with the northeasterly right-of-way line of said College Park Drive, same being the southwesterly boundary line of said 377.590 acre tract, S 20°22'47" E for a distance of 645.07 feet to a 1/z" iron rod with "Baker-Aicklen" cap set for the northwest corner and POINT OF BEGINNING hereof; THENCE departing the northeasterly right-of-way line of said College Park Drive, through the interior of said 377.590 acre tract, N 69035'44" E for a distance of 353.00 feet to a %z" iron rod with "Baker-Aicklen" cap set at a point on the northeasterly boundary line of said 377.590 acre tract, same being the northwesterly boundary line of a called 101.376 acre tract as described in a deed to Texas State University System and recorded in Document No. 2004014440 of the Official Public Records of said County, for the northeast corner hereof, THENCE with the northeasterly boundary line of said 377.590 acre tract, same being the northwesterly boundary line of said 101.376 acre tract, the following three (3) courses and distances: 1) S 20°22'47" E for a distance of 35.20 feet to a 1/z" iron rod with "Baker-Aicklen" cap set for an angle point hereof, 2) S 58°24'13" E for a distance of 89.29 feet to a disk in concrete found, for an angle point hereof, and 3) S 20°22'47" E for a distance of 340.68 feet to a lh" iron rod with "Baker-Aicklen" cap set for the southeast corner hereof; THENCE through the interior of said 377.590 acre tract, S 69°35144" W for a distance of 405.50 feet to a 1/z" iron rod with "Baker-Aicklen" cap set at a point on the northwesterly boundary line of said 377.590 acre tract, same being the northeasterly EXHIBIT "B" 4.088 Acre Tract Page 2 of 3 right-of-way line of said College Park Drive, for the southwest corner hereof, from which a %2" iron rod with "Baker-Aicklen" cap found for a point of curvature on the northwesterly boundary line of said 377.590 acre tract, same being the northeasterly right-of-way line of said College Park Drive bears, with the are of a curve to the left, having a radius of 2030.00 feet, an arc length of 791.42 feet, a central angle of 22020'l 5" , and a chord which bears, S 34°23'25 E a distance of 786.42 feet; THENCE with the northwesterly boundary line of said 377.590 acre tract, same being the northeasterly right-of-way line of said College Park Drive, the following two (2) courses and distances: 1) with the arc of a curve to the right, having a radius of 2030.00 feet, an are length of 100.69 feet, a central angle of 02°50'30", and a chord which bears, N 21°48'02" W for a distance of 100.67 feet to a 1/2" iron rod with cap found for a point of tangency hereof, and 2) N 20°22'47" W for a distance of 345.60 feet to the POINT OF BEGINNING hereof and containing 4.088 acres of land. Bearing basis is referenced to the Texas state plane coordinate system, Central Zone NAD' 83. Surveyed under the direct supervision of the undersigned during August, 2012. dGj 5 Tg9 o� Parker J. Graham ♦,�s...a.•................ PAR.KER AH eep.aaee.•esa•sr•a... o• sa,: Registered Professional Land Surveyor No. 5556 5556 P B07 WAAssoc., Inc. 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PEARSON mi 512-370-3306 direct fax 0512-479-1101 wn jpearsonnbrownmccarroll corn Attorneys at Law • I=z • • ;t Q October 25, 2012 0 VIA HAND DELIVERY_ . Steve Sheets Sheets & Crossfield, P.C. 309 E. Main Street Round Rock, Texas 78664 Re: Round Rock RE Holdings -- Tax Agreements with City of Round Rock Dear Mr. Sheets: Enclosed are the originals of the Property Tax Abatement Agreement and Chapter 380 Economic Development Agreement for the RE Holdings project which have been executed by Round Rock RE Holdings, LLC. Very truly yours, Julia H. Pearson Secretary to Nikelle S. Meade Austin Enclosures Dallas . a 0 • Houston 4750409.1 60989.3 111 Congress Avenue • Suite 1400 • Austin, Texas 78701-4093 • 512.472.5456 • www.brownmccarroll.com ROUND ROCK, TEXAS PURPOSE PASSIONPROSPERITY. nda Item No. H3. Ci Council nda Summary Sheet Consider a resolution authorizing the Mayor to execute a Chapter 380 Economic Agenda Caption: Development Agreement with Round Rock RE Holdings, LLC. Meeting Date: November 8, 2012 Department: Administration Department Staff Person making presentation: Steve Norwood City Manaeer Item Summary: A Texas Local Government Code 380 Agreement to be considered by the City Council on a proposed acute care hospital. RE Holdings (a partnership between a developer and hospital operator), based in Dallas, Texas, specializes in the treatment of medically complex patients who require acute care hospital services and rehabilitation for an extended period of time. This group currently owns and operates sixteen freestanding and "hospital -in-hospital" long-term acute care ("LTAC) facilities in Texas, Louisiana, Arizona and West Virginia and manages four hospital -in- hospital facilities in Cleveland, Ohio. A new, approximately 60,000 -square foot long term acute hospital is proposed for this site. The hospital will consist of 50 beds. The 380 Agreement is needed to reimburse RE Holdings roll back taxes. Cities are authorized to establish reinvestment zones pursuant to Texas Local Government Code Section 380.001. The purpose of this code is to provide for the administration of one or more programs, including programs for making loans and grants of public money and providing personnel and services of the municipality, to promote state or local economic development and to stimulate business and commercial activity in the municipality. Cost: N/A Source of Funds: N/A Recommended Action: Approval i i r x a t s r r { } i' i t t E CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT This Economic Development Agreement ("Agreement") is entered into this F* day of IJoVeM X(' , 2012, by and between the City of Round Rock, Texas, a Texas home rule municipal corporation ("City") and Round Rock RE Holdings, LLC ("RE Holdings"), a Texas limited liability company. WHEREAS, the City has adopted Resolution No. - - - 2, attached as Exhibit "A" ("Resolution"), establishing and authorizing the City to make an economic development grant to RE Holdings in recognition of the positive economic benefits to the City through RE Holdings' construction of a 59,584 square feet long-term acute care hospital (the "Project") to be located on a tract of land containing 4.089 acres more particularly described on the attached Exhibit `B" ("Property"); and WHEREAS, the purpose of this Agreement is to promote economic development as contemplated by Chapter 380 of the Texas Local Government Code and the Development Corporation Act - ART. 5190.6 TEx. REv. Civ. STAT. ANN. (Vernon's 1987 and Vernon's Supp. 2003) whereby RE Holdings will construct, develop and operate the Project, or cause the Project to be constructed, developed, and operated, in conformance with the City's development approvals for the Project; NOW, THEREFORE, in consideration of the mutual benefits and promises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and RE Holdings agree as follows: I. Authority. The City's execution of this Agreement as authorized by both Chapter 380 and Chapter 395 of the Texas Local Government Code, the Development Corporation Act — ART. 5190.6 TEx. REv. Civ. STAT. ANN. (Vernon's 1987 and Vernon's Supp. 2003) and the Resolution constitute a valid and binding obligation of the City in the event RE Holdings completes the construction of the Project. The City acknowledges that RE Holdings is acting in reliance upon the City's performance of its obligations under this Agreement in making its decision to commit substantial resources and money to construct the Project. 2. Term. This Agreement shall become enforceable upon its Effective Date. This Agreement shall terminate upon payment of the economic development grant described in Section 4, or on March 1, 2015, whichever first occurs. 3. Obligations of RE Holdings. In consideration of the City's compliance with this Agreement, RE Holdings agrees as follows: 3.1 Development of the Project. RE Holdings agrees to complete construction of the Project on or before December 31, 2014. 00260949.DOC R-12-► I-og-+�3 3.2 Compliance with Development Regulations and Other Ordinances. RE Holdings shall comply with the City's development approval processes applicable to the Project and shall develop the Project on the Property consistent with applicable City ordinances, City -approved zoning for the Property, City -approved development plans, and other City development requirements. 4. City's Obligation to Make Economic Development Payment. In consideration of RE Holdings' compliance with this Agreement, the City agrees as follows: No less than forty-five (45) days after the issuance by the City of a certificate of occupancy for the Project, City shall pay to RE Holdings a payment equal to the full amount of any and all rollback taxes assessed by the City as a result of the purchase of the Property by RE Holdings or its assignee. 5. Miscellaneous. 5.1 Mutual Assistance. The City and RE Holdings will do all things reasonably necessary or appropriate to carry out the terms and provisions of this Agreement, and to aid and assist each other in carrying out such terms and provisions in order to put each other in the same economic condition contemplated by this Agreement regardless of any changes in public policy, the law, or taxes or assessments attributable to the Property. 5.2 Representations and Warranties. The City represents and warrants to RE Holdings that the economic development program established by the City pursuant to Chapter 380 of the Texas Local Government Code and under the Resolution to promote local economic development and stimulate business and commercial activity within the City (the "Program") and this Agreement are within its authority, and that it is duly authorized and empowered to establish the Program and enter into this Agreement, unless otherwise ordered by a court of competent jurisdiction. RE Holdings represents and warrants to the City that it has the requisite authority to enter into this Agreement. 5.3 Default. If either the City or RE Holdings should default in the performance of any obligations of this Agreement, the other party shall provide such defaulting party written notice of the default and a minimum period of thirty (30) days to cure such default, prior to instituting an action for breach or pursuing any other remedy for default. If the City remains in default after notice and opportunity to cure, RE Holdings shall have the right to pursue any remedy at law or equity for the City's breach. If RE Holdings remains in default after notice and opportunity to cure, the City's remedy shall be limited to termination of the City's obligation to make the payment described in Section 4 hereof. 5.4 Attorney's Fees. In the event any legal action or proceeding is commenced between the City and RE Holdings to enforce provisions of this Agreement and 2 recover damages for breach, the prevailing party in such legal action shall be entitled to recover its reasonable attorney's fees and expenses incurred by reason of such action, to the extent allowed by law. 5.5 Entire Agreement. Other than that one certain Property Tax Abatement Agreement between the parties of even date herewith, this Agreement contains the entire agreement between the parties. This Agreement may only be amended, altered or revoked by written instrument signed by the City and RE Holdings. 5.6 Binding Effect. This Agreement shall be binding on and inure to the benefit of the parties, their respective successors and assigns. 5.7 Assinment. RE Holdings may assign its rights and obligations to a third party upon thirty days written notice to the City. 5.8 Affiliated Entities. The parties hereto agree that the obligations of RE Holdings set forth in and established under this Agreement may be fulfilled by RE Holdings, by one or more Affiliate of RE Holdings, or by a combination of RE Holdings and an Affiliate of RE Holdings. For purposes of this Agreement, the term "Affiliate of RE Holdings" shall mean all companies under common control with, controlled by, or controlling RE Holdings. For purposes of this definition, "control" means 51% or more of the ownership determined by either value or vote. 5.9 Amendment. This Agreement may be amended by the mutual written agreement of the parties. 5.10 Notice. All notices and other communications hereunder shall be in writing (whether or not a writing is expressly required hereby), and shall be deemed to have been given and become effective (a) if given by either party or its counsel via an express mail service or via courier or via receipted E-mail transmission if duplicate notice is also given via express mail service or via courier service or via certified mail, then if and when delivered to and received (or refused) by the respective parties at the below addresses (or at such other addresses as a party may hereafter designate for itself by notice to the other party as required hereby), or (b) if sent via certified mail by either party or its counsel, then on the third (3rd) business day following the date on which such communication is deposited in the United States mails, by first class certified mail, return receipt requested, postage prepaid, and addressed to the respective parties at the below addresses (or at such other address as a party may hereafter designate for itself by notice to the other parry as required hereby). Any notice provided for under the terms of this Agreement by either party to the other shall be in writing and may be effected by registered or certified mail, return receipt requested to the following addresses: 3 If to City, to: City of Round Rock 221 E. Main Street Round Rock, TX 78664 Attn: City Manager Phone: (512) 218-5400 Email: snorwood@roundrocktexas.gov With a required copy to: Sheets & Crossfield 309 E. Main Street Round Rock, TX 78664 Attn: Stephan L. Sheets Phone: (512) 255-8877 Email: steve@scrrlaw.com If to RE Holdings, to: Round Rock RE Holdings, LLC 2200 Ross Avenue, STE 3060 Dallas, Texas 75201 Attn: David Smith, President Phone: 469) 621-6740 Email: dsmith@chghospitals.com With a required copy to: Brown McCarroll, L.L.P. 111 Congress Avenue, STE 1400 Austin, TX 78701 Attn: Nikelle S. Meade Phone: (512) 479-1147 Email: nmeade@brownmccarroll.com And a required copy to: Cornerstone Healthcare Group 2200 Ross Avenue, STE 3060 Dallas, Texas 75201 Attn. Chris Corrigan, Corporate Counsel Phone: (469) 621-6740 Email: ccorrigan@chghospitals.com 0 5.11 Interpretation. Each of the parties have been represented by counsel of their choosing in the negotiation and preparation of this Agreement. Regardless of which party prepared the initial draft of this Agreement, this Agreement shall, in the event of any dispute, however its meaning or application, be interpreted fairly and reasonably and neither more strongly for or against any party. 5.12 Applicable Law. This Agreement is made, and shall be construed and interpreted, under the laws of the State of Texas and venue shall lie in Williamson County, Texas. 5.13 Severability. In the event any provisions of this Agreement are illegal, invalid or unenforceable under present or future laws, and in that event, it is the intention of the parties that the remainder of this Agreement shall not be affected. It is also the intention of the parties of this Agreement that in lieu of each clause and provision that is found to be illegal, invalid or unenforceable, a provision be added to this Agreement which is legal, valid or enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 5.14 Paragraph Headings. The paragraph headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of the various and several paragraphs. 5.15 No Third Party Beneficiaries. This Agreement is not intended to confer any rights, privileges or causes of action upon any third party except an assignee or Affiliate of RE Holdings. [Signatures Appear on Following Page] 5 IN WITNESS WHEREOF, the parties have executed this Agreement and caused this Agreement to be effective on the latest date as reflected by the signatures below (the "Effective Date"). Attest: P72620k xo , � -�, App v d as to Form: Stephan . Sheets, City Attorney THE CITY OF ROUND ROCK, TEXAS, a Texas Home Rule City By:It", Alan McGraw, Mayor Date: L2.C)12, ROUND ROCK RE HOLDINGS, LLC a Texas limited liability c mpany By: Vc 1 z, Treasurer Date: 10 'L4 V -- RESOLUTION NO. R -12 -11 -08 - WHEREAS, Round Rock RE Holdings, LLC ("RE Holdings") specializes in the treatment of medically complex patients who require acute care hospital services and rehabilitation, and WHEREAS, RE Holdings has expressed to the City of Round Rock ("City") its desire to construct a 59,584 square foot long-term acute care hospital thereon, with a minimum of 50 beds, to be located on a tract of land containing 4.089 acres in the City of Round Rock, and WHEREAS, §380.001 Local Government Code provides that a municipality may establish an economic development program ("Program") to promote local economic development and to stimulate business and commercial activity in the municipality, and WHEREAS, the City Council has determined that the Program described in Exhibit "A" will meet the goals set forth in said §380.001 and will be of mutual benefit to both parties, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the City offers to RE Holdings a §380.001 Program in exchange for RE Holdings' construction of a 59,584 square foot long-term acute care hospital thereon, with a minimum of 50 beds, to be located on a tract of land containing 4.089 acres in the City of Round Rock, and BE IT FURTHER RESOLVED That the offer of the Program shall be as generally outlined in Exhibit "A" attached hereto and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. EXHIBIT h a a O:\wdox\SCClnls\0112\120AMUMCEPA000261374MOC RESOLVED this 8th day of November, 2012. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: SARA L. WHITE, City Clerk EXHIBIT A ECONOMIC DEVELOPMENT PROGRAM The terms of the §380.001 Economic Development Program to be offered to Round Rock RE Holdings, LLC ("RE Holdings") in exchange for RE Holdings' agreement to construct a 59,584 square feet long term acute care hospital (the "Facility") in the City of Round Rock are as generally outlined below: 1. RE Holdings obligations: 1.1 Purchase of Property. RE Holdings agrees to purchase a tract of land containing approximately 4.089 acres, (the "Property"). 1.2 Construction of Facility RE Holdings agrees to construct, develop and operate the Facility on the Property in conformance with the City's development regulations. 2. City's obligations: 2.1. Make Economic Development Payment In consideration of RE Holdings' compliance with the aforesaid obligations, the City agrees that no less than forty-five (45) days after the issuance by the City of a certificate of occupancy for the Facility, City shall pay to RE Holdings a payment equal to the full amount of any and all rollback taxes assessed by the City as a result of the purchase of the Property by RE Holdings or its assignee. 3. The terms and provisions of this Program will be set out in more detail in the Economic Development Program Agreement of even date herewith. 3 4.088 Acre Tract Page 1 of 3 DESCRIPTION OF A 4.088 ACRE TRACT OF LAND OUT OF THE ABEL EAVES SURVEY, ABSTRACT NO. 215, SITUATED IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A CALLED 377.590 ACRE TRACT AS DESCRIBED IN A DEED TO AVERY CENTRE DEVCO, INC. AND RECORDED IN DOCUMENT NO. 2008083894 OF THE OFFICIAL PUBLIC RECORDS OF SAID COUNTY, SAID 4.088 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COMMENCING at a 1/2" iron rod with "Baker-Aicklen" cap found at the most westerly northwest corner of said 377.590 acre tract, same being at the point of intersection of the northeasterly right-of-way line of College Park Drive (right-of-way width varies) and the southeasterly right-of-way line of University Boulevard (right-of-way width varies); THENCE with the northeasterly right-of-way line of said College Park Drive, same being the southwesterly boundary line of said 377.590 acre tract, S 20°22'47" E for a distance of 645.07 feet to a 1/2" iron rod with "Baker-Aicklen" cap set for the northwest corner and POINT OF BEGINNING hereof; THENCE departing the northeasterly right-of-way line of said College Park Drive, through the interior of said 377.590 acre tract, N 69°35144" E for a distance of 353.00 feet to a 1/2" iron rod with "Baker-Aicklen" cap set at a point on the northeasterly boundary line of said 377.590 acre tract, same being the northwesterly boundary line of a called 101.376 acre tract as described in a deed to Texas State University System and recorded in Document No. 2004014440 of the Official Public Records of said County, for the northeast corner hereof; THENCE with the northeasterly boundary line of said 377.590 acre tract, same being the northwesterly boundary line of said 101.376 acre tract, the following three (3) courses and distances: 1) S 20°22'47" E for a distance of 35.20 feet to a 1/2" iron rod with "Baker-Aicklen" cap set for an angle point hereof, 2) S 58°24'13" E for a distance of 89.29 feet to a disk in concrete found, for an angle point hereof, and 3) S 20°22'47" E for a distance of 340.68 feet to a %2" iron rod with "Baker-Aicklen" cap set for the southeast corner hereof, THENCE through the interior of said 377.590 acre tract, S 69°35'44" W for a distance of 405.50 feet to a 1/2" iron rod with "Baker-Aicklen" cap set at a point on the northwesterly boundary line of said 377.590 acre tract, same being the northeasterly EXHIBIT b 0 a e "Bn 4.088 Acre Tract Page 2 of 3 right-of-way line of said College Park Drive, for the southwest corner hereof, from which a 1/2" iron rod with "Baker-Aicklen" cap found for a point of curvature on the northwesterly boundary line of said 377.590 acre tract, same being the northeasterly right-of-way line of said College Park Drive bears, with the arc of a curve to the left, having a radius of 2030.00 feet, an arc length of 791.42 feet, a central angle of 22'20'15", and a chord which bears, S 34°23'25 E a distance of 786.42 feet; THENCE with the northwesterly boundary line of said 377.590 acre tract, same being the northeasterly right-of-way line of said College Park Drive, the following two (2) courses and distances: 1) with the arc of a curve to the right, having a radius of 2030.00 feet, an are length of 100.69 feet, a central angle of 02°50'30", and a chord which bears, N 21°48'02" W for a distance of 100.67 feet to a 1/2" iron rod with cap found for a point of tangency hereof, and 2) N 20°22'47" W for a distance of 345.60 feet to the POINT OF BEGINNING hereof and containing 4.088 acres of land. Bearing basis is referenced to the Texas state plane coordinate system, Central Zone NAD' 83. Surveyed under the direct supervision of the undersigned during August, 2012. 0j X Parker J. Graham r°�� ;��°<,° ..... °PARKER GRAN Registered Professional Land Surveyor No. 5556 r' 9 5,556 Baker-Aicklen & Assoc., Inc.° -i%O e....... SSIGtr°; 507 W. Liberty Ave. l� SU .. Round Rock, TX 78664 SU - Job No.: 2179-2-001-20 Filename: W:\PROJECTS\CORNERSTONE HEALTH GROUP\PROJECTS\COLLEGE PARK DR -ROUND ROCK\DESCRIPTIONS\4.088 Acre Tract.doc D G) m CIO O CA) 0 O X z m X 04 z OD M OD C- y OD r- -1 D < n n N m �m� N G) 0 D X v X m v 0 m i z O N v CP N 0 0 N Co UNIVERSITY BOULEVARD (RIGHT-OF-WAY WIDTH VARIES) ------\ a-------�-------- (33 I o I *Ov D o I --n C-) 0 m I G) _0I mDMmn m O_ IC0 p -uzpz Z N z - W I D -i I o C n co Z -� I O IN Orp6m v n y v� Zoom gpo D I <� IM c Z OC)OO r-; p0m I m m I Zo M;uwmo DnCr-- I O (7 I� 00 Cnco�n K -yKr M z�-zic)z l o m 2N69035'44"E I L1J -i I z IOWO&1m 3 C0 to0D wmC)y< I C)on C) I 353.00' o rn (� -I O co X 0 - m D cn I = z (n p 0 I <cn > oN o rr�rr1I Z Fn - A � ao rOOyC l'J I " v (n cn > o C r- z zl cn IVOo � m 0 N X P 2 plpn� ami OD O 3 C) OCil C) W O N 0 0 0 4b, V O W 0)O V C.? to - N O ■ O 00 v N A X _n 1 z Z O z r v n z� m D= m "a 0 O CD mmi Z v 55 O z O v D -o m O C Z v CD D W m r m 0 I r m G) z v y cn IVOo N O m N m A _ W 4b, V m m co P Cl b) OD S69035'44"W 405.50' I I � � m cn -p- Z �� C.0 n N 2 Q p u O 11� w 'n ;.4 wo �coO 0 o \ II D \ NO r oo O CQ rN \ \ \ m o o m �a *pp D r- -n I m DnC>� Co) DMM0 O r v m ' z-iwz 0cuz-4� O[:Ob„m m0D< Conn m�wM- 1 OD (n � cn Cn 0 I 17 0