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R-06-12-21-9E3 - 12/21/2006RESOLUTION NO. R -06-12-21-9E3 WHEREAS, the Arterial "T" Project includes the design and construction of a divided 4 -lane roadway and related public improvements extending from University Boulevard to County Road 112; and WHEREAS, Arterial "T" will provide access to the Texas State University Campus, Seton Medical Center and future development in the northeast; and WHEREAS, the City of Round Rock, Texas ( the "City") , the Daughters of Charity Health Services of Austin d/b/a Seton Medical Center Williamson, a Texas non-profit corporation ("Seton"), Texas State University ("TxSt") and Avery Ranch Company, Ltd., a Texas limited partnership, Charles N. Avery, III, John S. Avery, A. Nelson Avery, and Lucille Christina Avery Fell, Trustees of the Children of Lucille Sharp Avery Exempt Trusts, as tenants in common (collectively "AVERY") desire to enter into a Cost Participation Agreement ("Agreement") to construct Arterial "T" and related public improvements; 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, a Cost Participation Agreement with Seton, TxSt and Avery, 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 0:\wdoxU?XS0U7f Ht61221 E7. WPUmc 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. RESOLVED this 21st day of Decembe 2 NY,WEkf,, Mayor C ty of Round Rock, Texas CHRISTINE R. MARTINEZ, City Secr ary 2 EXHIBIT n It COST PARTICIPATION AGREEMENT WHEREAS, the City Of Round Rock, Texas (the "CITY"), the Daughters Of Charity Health Services Of Austin d/b/a Seton Medical Center Williamson, a Texas non-profit corporation ("SETON"), Texas State University ("TxSt") and Avery Ranch Company, Ltd., a Texas limited partnership, Charles N. Avery, III, John S. Avery, A. Nelson Avery, And Lucille Christina Avery Fell, Trustees of the Children of Lucille Sharp Avery Exempt Trusts , as tenants in common (collectively "AVERY") desire to enter into this Cost Participation Agreement ("Agreement") for a four -lane divided public roadway and related public improvements extending from University Boulevard to County Road 112, as generally depicted in Exhibit A attached hereto (the "Roadway"); and WHEREAS, SETON intends to construct a hospital and medical office complex on a tract of land containing approximately 74 acres located at the southwest intersection of University Boulevard and FM 1460 as more fully described in Exhibit B, (the "Seton Property"); and WHEREAS, TxSt intends to construct additional classroom buildings and parking facilities on a tract of land containing approximately 102 acres as more fully described in Exhibit C, (the "TxSt Property") located west of and adjacent to the Seton Property; and WHEREAS, AVERY intends to develop a mix of commercial and residential uses on a tract of land located adjacent to the Roadway containing approximately 88 acres as more fully described in Exhibit D, (the "Avery Property") located south of and adjacent to the Seton Property; and WHEREAS, it may be necessary or desirable to construct the Roadway in phases and/or segments; and WHEREAS, the CITY, SETON, TxSt and AVERY have agreed to participate in the cost of the design and construction of said Roadway and related public improvements. NOW THEREFORE, this Agreement is made by and among the CITY, SETON, TxSt and AVERY as follows: I. Scope of Proiect 1.01. The Parties agree that it is necessary and desirable to construct the Roadway from University Boulevard to County Road 112 as shown on Exhibit A. However, the Parties also agree that it may be necessary to construct the Roadway in segments and/or phases as shown on said Exhibit A. 1.02. Segment A of the Roadway is that portion from University Boulevard south that is located entirely on the Seton Property, except for an area of approximately 0.0863 acres located at the northeast corner of the TxSt property adjacent to University Boulevard. O:\wdox\CORR\TRANSPRT\SETON-TSU\00107866.DOCG �SkSeton-ebk�wi liatrison-ety-Pfope.iy\Cest Participation Agreement- elean- 14-28-06 (2).Aoe 1.03 Segment B of the Roadway is that portion south of Segment A until it reaches the northern boundary of the Avery Property which is located partially on the TxSt Property and partially on the Seton Property. 1.04 Segment C of the Roadway is that portion south of Segment B and which is located entirely on the Avery Property. 1.05 Phase 1 of the Roadway is the eastern two lanes and related public improvements. 1.06. Phase 2 of the Roadway is the western two lanes and related public improvements. II. Right of Way, Design, Engineering, and Construction Cost Participation by Segment 2.01 Segment A, Phase 1. SETON and TxSt agree to donate and convey to the CITY the right-of-way necessary to construct Segment A, Phase 1. TxSt's conveyance will be by perpetual easement, subject to reversion to TxSt in the event the Roadway is abandoned or no longer used by the City for a period of twelve (12) consecutive months. SETON has contracted with an engineering firm to design and provide engineering services for Segment A, Phase 1 and agrees to pay all cost thereof. TxSt agrees to reimburse SETON fifty percent (50%) of the design and engineering cost incurred by SETON. The CITY agrees to pay all of the cost of constructing Segment A, Phase 1 . 2.02 Segment A, Phase 2. SETON and TxSt agree to donate and convey to the CITY the right-of-way necessary to construct Segment A, Phase 2. TxSt's conveyance will be by perpetual easement, subject to reversion to TxSt in the event the Roadway is abandoned or no longer used by the City for a period of twelve (12) consecutive months. SETON has contracted with an engineering firm to provide preliminary design and engineering services for Segment A, Phase 2 only to the extent necessary to appropriately design Segment A, Phase 1 and agrees to pay the cost thereof. The City agrees to cause the development of construction and bid documents for Segment A, Phase 2 and agrees to pay the cost thereof. The City agrees to cause to be constructed and SETON will pay the total cost of the roadway construction of Segment A, Phase 2 and fifty percent (50%) of the total costs for the required drainage and other infrastructure necessary for the ultimate Segment A four - lane roadway. SETON's payment to the City will be made within thirty (30) days after SETON receives written notice from the City specifying the amount of such costs. The CITY agrees to pay the remaining fifty percent (50%) of the cost for the aforesaid drainage and other infrastructure for the ultimate Segment A four -lane roadway. 2.03 Segment B, Phase 1. SETON and TxSt agree to donate and convey to the CITY the right-of-way necessary to construct Segment B, Phase 1. TxSt's conveyance will be by perpetual easement, subject to reversion to TxSt in the event the Roadway is abandoned or no longer used by the City for a period of twelve (12) consecutive months. SETON has contracted with an engineering firm to design and provide engineering services for Segment B, Phase 1 and agrees to pay all cost thereof. TxSt agrees to reimburse SETON fifty percent (50%) of the design and engineering cost incurred by SETON. The CITY agrees to pay all of the cost of constructing Segment B, Phase 1. The City, at its option, initially may construct only that portion of Segment B, Phase 1 which is 2 O:\wdox\CORR\TRANSPRT\SETON-TSU\00107866.DOCG.-AS\-Seten-ebkAVA41iafnson GEy-Propert3\C-est-Rartieipation Agreement--elean- 1 1-28-06{2}doe necessary to connect the roadway to the southern internal drive for the SETON Medical Center Williamson designated on Exhibit A. If the City exercises such option, the City will cause the remainder of Segment B, Phase 1 to be constructed as part of the construction Segment C, Phase 1. 2.04 Segment B, Phase 2. SETON and TxSt agree to donate and convey to the CITY the right-of-way necessary to construct Segment B, Phase 2. TxSt's conveyance will be by perpetual easement. SETON has contracted with an engineering firm to provide preliminary design and engineering services for Segment B, Phase 2 only to the extent necessary to appropriately design Segment B, Phase 1 and agrees to pay the cost thereof. The City agrees to cause the development of construction and bid documents for Segment B, Phase 2 and agrees to pay the cost thereof.. The City agrees to cause to be constructed and TxSt will pay the total cost of the roadway construction of Segment B, Phase 2, and fifty percent (50%) of the total costs for the required drainage and other infrastructure for the ultimate Segment B four -lane roadway. The payment of the costs by TxSt will be made to the City within thirty (30) days after TxSt receives written notice from the City specifying the amount of such costs. The CITY agrees to pay the remaining fifty percent (50%) of the cost for the aforesaid drainage and other infrastructure for the ultimate Segment B four -lane roadway. 2.05 Segment The CITY and AVERY understand and acknowledge that Segment C will be constructed as either (1) a four -lane roadway with a standard median or (2) two dual -lane, one- way roadways separated by a wide "greenbelt" type of median. The CITY, with AVERY's input, will determine in the future which of the two foregoing alternatives are chosen. 2.06 Segment C, Phase 1. AVERY agrees to donate and convey to the CITY by warranty deed or by dedication on a recorded subdivision plat, the right-of-way necessary to construct Segment C, Phase 1. AVERY agrees to be responsible for and to pay all of the cost of the design and engineering of Segment C, Phase 1. AVERY also agrees to be responsible for and to pay the total cost of the roadway construction of Segment C, Phase 1. If it is determined to construct Segment C as a four -lane roadway with a standard median, then AVERY will pay fifty percent (50%) of the total costs for the required drainage and other infrastructure for the ultimate Segment C four -lane roadway. In that event, the CITY agrees to be pay the remaining fifty percent (50%) of the cost for the aforesaid drainage and other infrastructure for the ultimate Segment C four -lane roadway. If it is determined to construct Segment C as two dual -lane, one-way roadways, AVERY agrees to cause to be constructed and to pay the total cost of the roadway construction of Segment C, Phase 1 and all of the total costs for the required drainage and other infrastructure necessary for Segment C, Phase 1. 2.07 Segment C, Phase 2. AVERY agrees to donate and convey to the CITY by warranty deed or by dedication on a recorded subdivision plat, the right-of-way necessary to construct Segment C, Phase 2. The CITY agrees to be responsible for and to pay all of the cost of the design and engineering of Segment C, Phase 2. The CITY also agrees to be responsible for and to pay the total cost of the roadway construction of Segment C, Phase 2. 3 O:\wdox\CORR\TRANSPRTI SETON-TSU\00107866.DOCG-\SkSeten-ebkAWi4liatnsor-t.C4y.Property\East-Rertieipation Agreement-.elean-4 k-28-06 (2).doe If it is determined to construct Segment C as a four -lane roadway with a standard median, then CITY will pay fifty percent (50%) of the total costs for the required drainage and other infrastructure necessary for the ultimate Segment C four -lane roadway. In that event, AVERY agrees to be pay the remaining fifty percent (50%) of the cost for the aforesaid drainage and other infrastructure for the ultimate Segment C four -lane roadway. If it is determined to construct Segment C as two dual -lane, one-way roadways, the CITY agrees to cause to be constructed and to pay the total cost of the roadway construction of Segment C, Phase 2, including the total costs for the required drainage and other infrastructure necessary for Segment C, Phase 2. 2.08. Design and En ing eering Standards. The design and engineering of all Segments and Phases of the Roadway shall be in accordance with the ordinances and regulations of the CITY and shall be subject to the approval of the CITY, which approval will not be unreasonably withheld or delayed. 2.09. Right-of-way Conveyance. SETON, TxSt and AVERY agree to convey to the CITY the required right-of-way no later than forty-five (45) days after receiving a written request therefor from the CITY. III. Construction Schedule by Segment 3.01. Segments A and B, Phase 1. The CITY agrees to commence construction of Segments A and B, Phase 1 no later than seventy-five (75) days following the delivery by SETON of the CITY - approved construction plans for Phase I of both Segments A and B and to complete the construction within six months thereafter. 3.02. Sep-ments A & B, Phase 2. The City agrees to commence construction of Segments A & B, Phase 2 on or before January 4, 2010 and complete construction no later than December 31, 2010. 3.03. Segment C, Phase 1. AVERY agrees to include the right-of-way and the construction of Segment C, Phase I in the first final subdivision plat for any portion of the Avery Tract that has access to Segment C, Phase 1. The subdivision improvements for said final plat shall not be accepted by the City for maintenance until the construction of Segment C, Phase 1 is also complete. AVERY agrees to commence construction of Segment C, Phase 1 within sixty (60) days after filing such subdivision plat of record in the Williamson County Official Public Records. However, if the Texas Department of Transportation schedules the construction of improvements to FM 1460 adjacent to the Seton Property prior to the filing of such final plat, AVERY agrees to commence and complete construction of Segment C, Phase 1 prior to the date on which the Texas Department of Transportation is scheduled to begin construction of the improvements to FM 1460. 3.04. Segment C, Phase 2. The CITY agrees to commence the construction of Segment C, Phase 2 no later than January 1, 2010 and to complete such construction no later than December 31, 2010 4 O:\wdox\CORR\TRANSPRT\SETON-TSU\00107866.DOCG:kS\Se-ebk\Wi4liamson.4C4y-P-foperty\Gost Participation Agreement elean--1-1-28-06 (2):doe 3.05. Segment C. Notwithstanding the provisions of Section 3.03 above, if the construction of Segment C, Phase 1 has not been commenced by April 1, 2009, AVERY and the CITY agree to the following: a) On or before April 1, 2009, AVERY will deliver to the CITY a sum of money equal to fifty percent (50%) of the estimated cost for the design and engineering of Segment C, Phases 1 & 2; b) on or before September 1, 2009, AVERY agrees to donate and convey to the CITY by warranty deed or by dedication on a recorded subdivision plat, the right-of-way necessary to construct Segment C, Phases 1 & 2; c) CITY and AVERY will cooperate so that the construction of Segment C, Phases 1 & 2 will be bid no later than October 1, 2009; d) on or before November 1, 2009, AVERY will deliver to the CITY a sum of money equal to fifty percent (50%) of the bid price for the construction of Segment C, Phases 1 & 2; e) the CITY and AVERY will cooperate so that the construction of Segment C, Phases 1 & 2 will commence no later than January 4, 2010 and will be completed no later than December 31, 2010; and f) the CITY and AVERY agree that the AVERY contributions for the design and engineering and construction cost of Segment C, Phases 1 & 2 will be adjusted so that each party pays fifty percent (50%) of the actual cost. IV. Miscellaneous Provisions 4.01. Waterline Construction. Any waterline required by the City to be constructed by SETON, TxSt or AVERY within the right of way for the roadway, will be paid for by said parties in proportion to the length of the waterline associated with the roadway segment within the property of such party. However, if a party provides reasonable evidence that the size of the waterline is in excess of that reasonably necessary for the party to meet applicable life and safety codes, the City will pay to such party the difference between the costs of construction of the waterline required by the City and the cost such party would reasonably have incurred in the construction of the smaller line. The cost difference will be established by a pricing method acceptable to the City. 4.02 Applicable Law. This Agreement is being executed and delivered, and is to be performed, under the laws of the State of Texas which shall govern the validity, construction, enforcement and interpretation of this Agreement, unless otherwise specified herein. 4.03. Venue. In the event that judicial action is necessary for the interpretation or enforcement of any of the covenants or conditions contained herein, the CITY, SETON, TxSt and AVERY agree and consent to the jurisdiction of the District Courts and County Courts at Law of Williamson County, Texas, and acknowledge that such courts shall constitute proper and convenient 5 O:\wdox\CORK\TRANSPRT\SETON-TSU\00107866.DOCG=\S\,Seton-ebkAWj{lianrsonC-ty-Pfoperty\Ceet-Partieipatioe Agreer►rent-elean-11-28-06-{2):doe forums for the resolution of any actions between them with respect to the subject matter hereof, and agree that such courts shall be the exclusive forums for the resolution of any actions between the CITY, SETON, TxSt and AVERY with respect to the subject matter hereof. 4.04. Mutual Assistance. The CITY, SETON, TxSt, and AVERY 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 of this Agreement. 4.05. Representations and Warranties. The CITY, SETON, TxSt and AVERY represent and warrant to each other that this Agreement is within their authority, and that each of them are duly authorized and empowered to enter into this Agreement, unless otherwise ordered by a court of competent jurisdiction. SETON, TxSt, and AVERY represent and warrant to the CITY that each of them has the requisite authority to enter into this Agreement. 4.06. Default. If either the CITY, SETON, TxSt or AVERY should default in the performance of any obligations of this Agreement, the other parties 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. 4.07. Attorney's Fees. In the event any legal action or proceeding is commenced between the CITY, SETON, TxSt or AVERY to enforce provisions of this Agreement and 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. 4.08. Entire Agreement. This Agreement contains the entire agreement between the parties. This Agreement may only be amended, altered or revoked by written instrument signed by the all of the parties hereto. 4.09. BindingEffect. ffect. This Agreement shall be binding on and inure to the benefit of the parties, their respective successors and assigns. 4.10. Assi ent. No party hereto may assign all or part of its rights and obligations to a third party without the written agreement of all other parties. 4.11. Notice. Any notice and or statement required and permitted to be delivered shall be deemed delivered by actual delivery, facsimile with receipt of confirmation, or by depositing the same in the United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses: CITY James R. Nuse, P.E. City Manager 221 E. Main St. Round Rock, Texas 78664 Ph: (512) 218-5401 Fx: (512) 218-7097 E -Mail: jnuseground-rock.tx.us 6 O: \wdox\CORR\TRANSPRT\S ETON-TSU\00107866. DOCG:..\S\.Seton-ebk\WiMa»rsorrC-ty-Property\C©st-PeFEieipatioe Agreement- clean -...}_l -.2$-06-(2}:doe with a copy to: Stephan L. Sheets Sheets & Crossfield, P.C. 309 E. Main St. Round Rock, Texas 78664 Ph: (512) 255-8877 Fx: (512) 255-8986 E -Mail: slsheets@sheets-crossfield.com SETON Seton Healthcare Network Attention: Peter Rieck, Vice -President Network Facilities 1201 West 381h Street Austin, Texas 78705-1056 Ph.: (512) Fx:(512) 459-5629 E -Mail: tgallagher@seton.org with a copy to: Charles Kreutz McGinnis Lochridge and Kilgore LLP 919 Congress Avenue, Suite 1300 Austin, Texas 78701 Ph.: (512) - Fx:(512) 505-6307 E -Mail: ckreutz mcginnislaw.com TxSt Bill Nance Vice President for Finance & Support Services Texas State University -San Marcos San Marcos, Texas Ph.: (512) _- Fx: (512) - E -Mail: Nancena,txstate.edu with a copy to: _ Fernando Gomez, Vice Chancellor and General Counsel Texas State University System Thomas J. Rusk Building, 200 E. 10th Street, Suite 600 Austin, TX 78701-2407 Ph.: (512)-463-1808 Fx.: (512)-463-1816 email: femando. omez ktsus.edu 7 O:\wdox\CORR\TRANSPRTI SETON-TSU\00I07866.DOCG-\S\Seton-ebk\Williamr son-Cty Property\Cost participation Agreement -clean --1.4.-2$-06 (.2) doe AVERY John S. Avery 400 E. Main Street Round Rock, Texas Ph: (512)-255-5288 Fx: (512)-255-8718 email: johnsavery@msn.com with a copy to: Charles N. Avery III 4029 Sable Oaks Dr. Round Rock, Texas 78664 Ph: (512)-569-2220 Fx: (512)-388-8230 email: Either party may designate a different address at any time upon written notice to the other party. 4.11. Interpretation. Each of the parties has 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. 4.12. 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. 5.13. 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. 5.14. No Third Party Beneficiaries. This Agreement is not intended to confer any rights, privileges or causes of action upon any third party. 5.15. Force Majeure. Except as otherwise provided herein, an equitable adjustment shall be made for delay or failure in performing if such delay or failure is caused, prevented, or restricted by conditions beyond that Party's reasonable control (a `force majeure event"). Aforce majeure event for the purposes of this Agreement shall include, but not be limited to, acts of God, fire; explosion, vandalism; storm or similar occurrences; orders or acts of military or civil authority; litigation; changes in law, rules, or regulations outside the control of the affected Party; national emergencies or insurrections; riots; acts of terrorism; or supplier failures, shortages or breach or delay. Except as otherwise expressly provided, herein, there shall be an equitable adjustment allowed for performance under this Agreement as the result of any event of force majeure. 8 O:\wdox\CORK\TRANSPRT\SETON-TSU\00107866.DOCCt:.\S\Seton-ebklwil4iamson-C-t +,Property\C-est-Pffftieipat►on Agreetnent-elean-.4_1 2$-06 F2- :doe 5.16. Exhibits. The following Exhibits A - Dare attached and incorporated by reference for all purposes: Exhibit A: Description of Roadway and Segments Exhibit B: Seton Property Description Exhibit C: TxSt Property Description Exhibit D: Avery Property Description 5.17. No Joint Venture. It is acknowledged and agreed by the parties that the terms hereof are not intended to and shall not be deemed to create any partnership or joint venture among the parties. 5.18 Multiple Counterparts. This Agreement may be executed in a number of identical counterparts. If so executed, each of such counterparts will be deemed an original for all purposes, and all such counterparts will, collectively, constitute one agreement. EXECUTED to be effective as of the day of , 2006 . CITY CITY OF ROUND ROCK, TEXAS, a home rule city and municipal corporation By: Nyle Maxwell, Mayor SETON DAUGHTERS OF CHARITY HEALTH SERVICES OF AUSTIN a Texas Non-profit corporation By: Printed N Title: 9 O:\wdox\CORR\TRANSPRT\SETON-TSU\00107866.DOCGrASkSetoo-ebklwi liafrson Cty- ropertyWest Participation Agreement-elean- 1 }_28-06-(4.doe TxSt TEXAS STATE UNIVERSITY By: Printed N Title: AVERY Avery Ranch Company, Ltd. A Texas limited partnership By: CJAC, Inc., a Texas corporation Its General Partner IM John S. Avery President of CJAC, Inc. Date: TRUSTS: Charles N. Avery, III, Trustee of the Children of Lucille Sharp Avery Trusts, the Charles N. Avery, III Exempt Trust, the John S. Avery Exempt Trust, the A. Nelson Avery Exempt Trust, and the Lucille Christina Avery Fell Exempt Trust Date: 10 O:\wdox\CORR\TRANSPRT\SETON-TSU\00107866.DOCG:\SkSeten-ebkaW.illiarnson-Cty-Property\Cost Participation Agreement -clean- 1-1-25-06 (2):doe John S. Avery, Trustee of the Children of Lucille Sharp Avery Trusts, the Charles N. Avery, III Exempt Trust, the John S. Avery Exempt Trust, the A. Nelson Avery Exempt Trust, and the Lucille Christina Avery Fell Exempt Trust Date: A. Nelson Avery, Trustee of the Children of Lucille Sharp Avery Trusts, the Charles N. Avery, III Exempt Trust, the John S. Avery Exempt Trust, the A. Nelson Avery Exempt Trust, and the Lucille Christina Avery Fell Exempt Trust Date: Lucille Christina Avery Fell, Trustee of the Children of Lucille Sharp Avery Trusts, the Charles N. Avery, III Exempt Trust, the John S. Avery Exempt Trust, the A. Nelson Avery Exempt Trust, and the Lucille Christina Avery Fell Exempt Trust Date: 11 O:\wdox\CORR\TRANSPRT\SETON-TSU\00107866.DOCG:AS\6eton-ebk�WziUiaff sen-Ctg PropertyCest-Participation Agreement--elean- -1-1 —28-06-(2 }doe K:\EPGWG10652-2-0061ExhibklEXHISIT-REV-ALIGN SEG-PH.dwg, layout 1, 12/61200611:45:15 AM. - I;aTIz x z z O mODm C7 nor xt O O o Z N O N Z C Z O m v�A rm Oi-A Cm2 xzm D -0 -00 O 00 < In rrl vo CO TI N O m ;o 0 m D 0 m X M Off= D 0 = W r D N D X00 ;u-0 O r D D Z U) mm DO MM mm N Z 1 � m 1 1 mm � D z M 1 I'mD r 'II r l' 1` 2 i' I' r' 1: OrIA' 1' vD-m4 TKO 1; D VI Z r O z TI T (n xm 1 rn p mm m �g 1 �O'L� I' 00 D I C ;u 1 --I O D 1 Il m A � 1 O v m x m 11 mm z r S EXHIBIT B SETON PROPERTY DESCRIPTION 13 O:\wdox\CORR\TRANSPRT\SETON-TSU\00107866.DOCG \S\Seton-ebkEWi4iiarrtson-Efy-Property\C-am-Partie}pation Agreeynertt- elean- .1-1-2S-06-(. }.doe EXHIBIT C TxSt PROPERTY DESCRIPTION 14 0:\wdox\CORR\TRANSPRT\SETON-TSU\00107866.DOCG:kS�Stett-ebk\W.i lietisoffCoy-PropeFtK—ost-PQrtieipation Agreement- elean-4..1_2.8-06+2}doe EXHIBIT D AVERY PROPERTY DESCRIPTION 15 O:\wdox\CORR\TRANSPRT\SETON-TSU\00107866.DOCC:kSkBeton-ebk.Wi11ianison-C-ty-Pr©perty\Cost-Rartieipation Agreement--elean- .1.1-M-06 (2):doe O 4- El u DATE: December 15, 2006 SUBJECT: City Council Meeting - December 21, 2006 ITEM: 9.E.3. Consider a resolution authorizing the Mayor to execute a Cost Participation Agreement with the Daughters of Charity Health Services of Austin d/b/a Seton Medical Center Williamson, Texas State University and Avery Ranch Company, Ltd to construct Arterial "T" from University Boulevard to County Road 112. Department: Transportation Services Staff Person: Thomas G. Martin, P.E., Transportation Services Director Justification: The City has an opportunity to leverage Transportation System Development Corporation (4B Corporation) funds with funding from developers to construct Arterial "T". Arterial "T" will provide access to the Texas State University Campus, Seton Medical Center and future development in the northeast. Development of northeast Round Rock is a key component of the City's Strategic Plan. This agreement will split the total cost of the project 50/50 (approximately) between the City and the developers. Funding: Cost: $7,832,500.00 ($3,873,584.91 estimated City Participation) Source of funds: 4B - Transportation System Development Corporation Outside Resources: Background Information: Seton Medical Center Williamson Texas State University Avery Ranch Company, Ltd. This project includes design and construction of a divided 4 -lane roadway with a raised median, curb and gutter, drainage and sidewalks. Construction will occur in phases from 2007 through the end of 2010 to accommodate funding availability and the timing of development. The Round Rock Transportation System Development Corporation Board (4b) and the City Council approved the addition of Arterial "T" to the Transportation Master Plan on September 28, 2006. In subsequent actions on the same date, the Board and the Council amended the Transportation Capital Improvement Program (TCIP) to partially fund the project in the amount of $2.0 million. This amount will fund construction of half of the divided 4 -lane lane roadway from University Blvd to 3,200 feet south of University Blvd. Seton has contracted with an engineering firm to design and provide engineering services for this segment. Seton will split the cost of the services with Texas State University. Public Comment: N/A COST PARTICIPATION AGREEMENT WHEREAS, the City Of Round Rock, Texas (the "CITY"), the Daughters Of Charity Health Services Of Austin d/b/a Seton Medical Center Williamson, a Texas non-profit corporation ("SETON"), Texas State University ("TxSt") and Avery Ranch Company, Ltd., a Texas limited partnership, Charles N. Avery, III, John S. Avery, A. Nelson Avery, And Lucille Christina Avery Fell, Trustees of the Children of Lucille Sharp Avery Exempt Trusts , as tenants in common (collectively "AVERY") desire to enter into this Cost Participation Agreement ("Agreement") for a four -lane divided public roadway and related public improvements extending from University Boulevard to County Road 112, as generally depicted in Exhibit A attached hereto (the "Roadway"); and WHEREAS, SETON intends to construct a hospital and medical office complex on a tract of land containing approximately 74 acres located at the southwest intersection of University Boulevard and FM 1460 as more fully described in Exhibit B, (the "Seton Property"); and WHEREAS, TxSt intends to construct additional classroom buildings and parking facilities on a tract of land containing approximately 102 acres as more fully described in Exhibit C, (the "TxSt Property") located west of and adjacent to the Seton Property; and WHEREAS, AVERY intends to develop a mix of commercial and residential uses on a tract of land located adjacent to the Roadway containing approximately 88 acres as more fully described in Exhibit D, (the "Avery Property") located south of and adjacent to the Seton Property; and WHEREAS, it may be necessary or desirable to construct the Roadway in phases and/or segments; and WHEREAS, the CITY, SETON, TxSt and AVERY have agreed to participate in the cost of the design and construction of said Roadway and related public improvements. NOW THEREFORE, this Agreement is made by and among the CITY, SETON, TxSt and AVERY as follows: I. SCOPe of Project 1.01. The Parties agree that it is necessary and desirable to construct the Roadway from University Boulevard to County Road 112 as shown on Exhibit A. However, the Parties also agree that it may be necessary to construct the Roadway in segments and/or phases as shown on said Exhibit A. 1.02. Segment A of the Roadway is that portion from University Boulevard south that is located entirely on the Seton Property, except for an area of approximately 0.0863 acres located at the northeast corner of the TxSt property adjacent to University Boulevard. O: \W DOX\CORK\transprt\seton-tsu\00107866. DOC 1.03 Segment B of the Roadway is that portion south of Segment A until it reaches the northern boundary of the Avery Property which is located partially on the TxSt Property and partially on the Seton Property. 1.04 Segment C of the Roadway is that portion south of Segment B and which is located entirely on the Avery Property. 1.05 Phase 1 of the Roadway is the eastern two lanes and related public improvements. 1.06. Phase 2 of the Roadway is the western two lanes and related public improvements. II. Right of Way. Design, Engineering and Construction Cost Participation by Segment 2.01 Segment A, Phase 1. SETON and TxSt agree to donate and convey to the CITY the right-of-way necessary to construct Segment A, Phase 1. TxSt's conveyance will be by perpetual easement, subject to reversion to TxSt in the event the Roadway is abandoned or no longer used by the City for a period of twelve (12) consecutive months. SETON has contracted with an engineering firm to design and provide engineering services for Segment A, Phase 1 and agrees to pay all cost thereof. TxSt agrees to reimburse SETON fifty percent (50%) of the design and engineering cost incurred by SETON. The CITY agrees to pay all of the cost of constructing Segment A, Phase 1 . 2.02 Segment A, Phase 2. SETON and TxSt agree to donate and convey to the CITY the right-of-way necessary to construct Segment A, Phase 2. TxSt's conveyance will be by perpetual easement, subject to reversion to TxSt in the event the Roadway is abandoned or no longer used by the City for a period of twelve (12) consecutive months. SETON has contracted with an engineering firm to provide preliminary design and engineering services for Segment A, Phase 2 only to the extent necessary to appropriately design Segment A, Phase 1 and agrees to pay the cost thereof. The City agrees to cause the development of construction and bid documents for Segment A, Phase 2 and agrees to pay the cost thereof. The City agrees to cause to be constructed and SETON will pay the total cost of the roadway construction of Segment A, Phase 2 and fifty percent (50%) of the total costs for the required drainage and other infrastructure necessary for the ultimate Segment A four - lane roadway. SETON's payment to the City will be made within thirty (30) days after SETON receives written notice from the City specifying the amount of such costs. The CITY agrees to pay the remaining fifty percent (50%) of the cost for the aforesaid drainage and other infrastructure for the ultimate Segment A four -lane roadway. 2.03 Segment B, Phase 1. SETON and TxSt agree to donate and convey to the CITY the right-of-way necessary to construct Segment B, Phase 1. TxSt's conveyance will be by perpetual easement, subject to reversion to TxSt in the event the Roadway is abandoned or no longer used by the City for a period of twelve (12) consecutive months. SETON has contracted with an engineering firm to design and provide engineering services for Segment B, Phase 1 and agrees to pay all cost thereof. TxSt agrees to reimburse SETON fifty percent (50%) of the design and engineering cost incurred by SETON. The CITY agrees to pay all of the cost of constructing Segment B, Phase 1. The City, at its option, initially may construct only that portion of Segment B, Phase 1 which is necessary to connect the roadway to the southern internal drive for the SETON Medical Center 2 O: \ W DOX\CORK\transprt\seton-tsu\00107866. DOC Williamson designated on Exhibit A. If the City exercises such option, the City will cause the remainder of Segment B, Phase 1 to be constructed as part of the construction Segment C, Phase 1. 2.04 Segment B, Phase 2. SETON and TxSt agree to donate and convey to the CITY the right-of-way necessary to construct Segment B, Phase 2. TxSt's conveyance will be by perpetual easement. SETON has contracted with an engineering firm to provide preliminary design and engineering services for Segment B, Phase 2 only to the extent necessary to appropriately design Segment B, Phase 1 and agrees to pay the cost thereof. The City agrees to cause the development of construction and bid documents for Segment B, Phase 2 and agrees to pay the cost thereof.. The City agrees to cause to be constructed and TxSt will pay the total cost of the roadway construction of Segment B, Phase 2, and fifty percent (50%) of the total costs for the required drainage and other infrastructure for the ultimate Segment B four -lane roadway. The payment of the costs by TxSt will be made to the City within thirty (30) days after TxSt receives written notice from the City specifying the amount of such costs. The CITY agrees to pay the remaining fifty percent (50%) of the cost for the aforesaid drainage and other infrastructure for the ultimate Segment B four -lane roadway. 2.05 Searnent C The CITY and AVERY understand and acknowledge that Segment C will be constructed as either (1) a four -lane roadway with a standard median or (2) two dual -lane, one- way roadways separated by a wide "greenbelt" type of median. The CITY, with AVERY's input, will determine in the future which of the two foregoing alternatives are chosen. 2.06 Segment C, Phase 1. AVERY agrees to donate and convey to the CITY by warranty deed or by dedication on a recorded subdivision plat, the right-of-way necessary to construct Segment C, Phase 1. AVERY agrees to be responsible for and to pay all of the cost of the design and engineering of Segment C, Phase 1. AVERY also agrees to be responsible for and to pay the total cost of the roadway construction of Segment C, Phase 1. If it is determined to construct Segment C as a four -lane roadway with a standard median, then AVERY will pay fifty percent (50%) of the total costs for the required drainage and other infrastructure for the ultimate Segment C four -lane roadway. In that event, the CITY agrees to be pay the remaining fifty percent (50%) of the cost for the aforesaid drainage and other infrastructure for the ultimate Segment C four -lane roadway. If it is determined to construct Segment C as two dual -lane, one-way roadways, AVERY agrees to cause to be constructed and to pay the total cost of the roadway construction of Segment C, Phase 1 and all of the total costs for the required drainage and other infrastructure necessary for Segment C, Phase 1. 2.07 Segment C, Phase 2 AVERY agrees to donate and convey to the CITY by warranty deed or by dedication on a recorded subdivision plat, the right-of-way necessary to construct Segment C, Phase 2. The CITY agrees to be responsible for and to pay all of the cost of the design and engineering of Segment C, Phase 2. The CITY also agrees to be responsible for and to pay the total cost of the roadway construction of Segment C, Phase 2. 3 O:\WDOX\CORK\transprt\seton-tsu\00107866.DOC If it is determined to construct Segment C as a four -lane roadway with a standard median, then CITY will pay fifty percent (50%) of the total costs for the required drainage and other infrastructure necessary for the ultimate Segment C four -lane roadway. In that event, AVERY agrees to be pay the remaining fifty percent (50%) of the cost for the aforesaid drainage and other infrastructure for the ultimate Segment C four -lane roadway. If it is determined to construct Segment C as two dual -lane, one-way roadways, the CITY agrees to cause to be constructed and to pay the total cost of the roadway construction of Segment C, Phase 2, including the total costs for the required drainage and other infrastructure necessary for Segment C, Phase 2. 2.08. Design and Engineering Standards. The design and engineering of all Segments and Phases of the Roadway shall be in accordance with the ordinances and regulations of the CITY and shall be subject to the approval of the CITY, which approval will not be unreasonably withheld or delayed. 2.09. Ri t-of-wa Convevance. SETON, TxSt and AVERY agree to convey to the CITY the required right-of-way no later than forty-five (45) days after receiving a written request therefor from the CITY. III. Construction Schedule by Segment 3.01. Segments A and B Phase 1. The CITY agrees to commence construction of Segments A and B, Phase 1 no later than seventy-five (75) days following the delivery by SETON of the CITY - approved construction plans for Phase 1 of both Segments A and B and to complete the construction within six months thereafter. 3.02. Segments A& B Phase 2. The City agrees to commence construction of Segments A & B, Phase 2 on or before January 4, 2010 and complete construction no later than December 31, 2010. 3.03. Segment C, Phase 1 AVERY agrees to include the right-of-way and the construction of Segment C, Phase 1 in the first final subdivision plat for any portion of the Avery Tract that has access to Segment C, Phase 1. The subdivision improvements for said final plat shall not be accepted by the City for maintenance until the construction of Segment C, Phase 1 is also complete. AVERY agrees to commence construction of Segment C, Phase 1 within sixty (60) days after filing such subdivision plat of record in the Williamson County Official Public Records. However, if the Texas Department of Transportation schedules the construction of improvements to FM 1460 adjacent to the Seton Property prior to the filing of such final plat, AVERY agrees to commence and complete construction of Segment C, Phase 1 prior to the date on which the Texas Department of Transportation is scheduled to begin construction of the improvements to FM 1460. 3.04. Segment C, Phase 2. The CITY agrees to commence the construction of Segment C, Phase 2 no later than January 1, 2010 and to complete such construction no later than December 31, 2010 O: \WDOX\CORK\transprt\seton-tsu\00107866.DOC 3.05. Segment C. Notwithstanding the provisions of Section 3.03 above, if the construction of Segment C, Phase 1 has not been commenced by April 1, 2009, AVERY and the CITY agree to the following: a) On or before April 1, 2009, AVERY will deliver to the CITY a sum of money equal to fifty percent (50%) of the estimated cost for the design and engineering of Segment C, Phases 1 & 2; b) on or before September 1, 2009, AVERY agrees to donate and convey to the CITY by warranty deed or by dedication on a recorded subdivision plat, the right-of-way necessary to construct Segment C, Phases 1 & 2; c) CITY and AVERY will cooperate so that the construction of Segment C, Phases 1 & 2 will be bid no later than October 1, 2009; d) on or before November 1, 2009, AVERY will deliver to the CITY a sum of money equal to fifty percent (50%) of the bid price for the construction of Segment C, Phases 1 & 2; e) the CITY and AVERY will cooperate so that the construction of Segment C, Phases 1 & 2 will commence no later than January 4, 2010 and will be completed no later than December 31, 2010; and f) the CITY and AVERY agree that the AVERY contributions for the design and engineering and construction cost of Segment C, Phases 1 & 2 will be adjusted so that each party pays fifty percent (50%) of the actual cost. IV. Miscellaneous Provisions 4.01. Waterline Construction. Any waterline required by the City to be constructed by SETON, TxSt or AVERY within the right of way for the roadway, will be paid for by said parties in proportion to the length of the waterline associated with the roadway segment within the property of such party. However, if a party provides reasonable evidence that the size of the waterline is in excess of that reasonably necessary for the party to meet applicable life and safety codes, the City will pay to such party the difference between the costs of construction of the waterline required by the City and the cost such party would reasonably have incurred in the construction of the smaller line. The cost difference will be established by a pricing method acceptable to the City. 4.02 Applicable Law. This Agreement is being executed and delivered, and is to be performed, under the laws of the State of Texas which shall govern the validity, construction, enforcement and interpretation of this Agreement, unless otherwise specified herein. 4.03. Venue. In the event that judicial action is necessary for the interpretation or enforcement of any of the covenants or conditions contained herein, the CITY, SETON, TxSt and AVERY agree and consent to the jurisdiction of the District Courts and County Courts at Law of Williamson County, Texas, and acknowledge that such courts shall constitute proper and convenient O:\WDOX\CORK\transprt\seton-tsu\00107866. DOC forums for the resolution of any actions between them with respect to the subject matter hereof, and agree that such courts shall be the exclusive forums for the resolution of any actions between the CITY, SETON, TxSt and AVERY with respect to the subject matter hereof. 4.04. Mutual Assistance. The CITY, SETON, TxSt, and AVERY 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 of this Agreement. 4.05. Representations and Warranties. The CITY, SETON, TxSt and AVERY represent and warrant to each other that this Agreement is within their authority, and that each of them are duly authorized and empowered to enter into this Agreement, unless otherwise ordered by a court of competent jurisdiction. SETON, TxSt, and AVERY represent and warrant to the CITY that each of them has the requisite authority to enter into this Agreement. 4.06. Default. If either the CITY, SETON, TxSt or AVERY should default in the performance of any obligations of this Agreement, the other parties 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. 4.07. Attorney's Fees. In the event any legal action or proceeding is commenced between the CITY, SETON, TxSt or AVERY to enforce provisions of this Agreement and 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. 4.08. Entire Agreement. This Agreement contains the entire agreement between the parties. This Agreement may only be amended, altered or revoked by written instrument signed by the all of the parties hereto. 4.09. Binding Effect. This Agreement shall be binding on and inure to the benefit of the parties, their respective successors and assigns. 4.10. Assignment. No party hereto may assign all or part of its rights and obligations to a third party without the written agreement of all other parties. 4.11. Notice. Any notice and or statement required and permitted to be delivered shall be deemed delivered by actual delivery, facsimile with receipt of confirmation, or by depositing the same in the United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses: CITY James R. Nuse, P.E. City Manager 221 E. Main St. Round Rock, Texas 78664 Ph: (512) 218-5401 Fx: (512) 218-7097 E -Mail: inuseground-rock tx us 6 O:\WDOX\CORK\transprt\seton-tsu\00107866. DOC with a copy to: Stephan L. Sheets Sheets & Crossfield, P.C. 309 E. Main St. Round Rock, Texas 78664 Ph: (512) 255-8877 Fx: (512) 255-8986 E -Mail: slsheets@sheets-crossfield.com SETON Seton Healthcare Network Attention: Peter Rieck, Vice -President Network Facilities 1201 West 38th Street Austin, Texas 78705-1056 Ph.: (512) _- Fx:(512) 459-5629 E -Mail: tgallagher@seton.org with a copy to: Charles Kreutz McGinnis Lochridge and Kilgore LLP 919 Congress Avenue, Suite 1300 Austin, Texas 78701 Ph.: (512) — Fx:(512) 505-6307 E -Mail: ckreutz@mcginnislaw.com TxSt Bill Nance Vice President for Finance & Support Services Texas State University -San Marcos San Marcos, Texas Ph.: (512) Fx: (512) — E -Mail: Nancc( txstate.edu with a copy to: _ Fernando Gomez, Vice Chancellor and General Counsel Texas State University System Thomas J. Rusk Building, 200 E. 10th Street, Suite 600 Austin, TX 78701-2407 Ph.: (512)-463-1808 Fx.: (512)-463-1816 email: fernando. omez tsus edu AVERY John S. Avery 400 E. Main Street 7 0:\WDOX\CORR\transprt\seton-tsu\00107866. DOC Round Rock, Texas Ph: (512)-255-5288 Fx: (512)-255-8718 email: johnsavery@msn.com with a copy to: Charles N. Avery III 4029 Sable Oaks Dr. Round Rock, Texas 78664 Ph: (512)-569-2220 Fx: (512)-388-8230 email: Either party may designate a different address at any time upon written notice to the other party. 4.11. Interpretation. Each of the parties has 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. 4.12. 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. 5.13. 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. 5.14. No Third Party Beneficiaries. This Agreement is not intended to confer any rights, privileges or causes of action upon any third party. 5.15. Force Maj eure. Except as otherwise provided herein, an equitable adjustment shall be made for delay or failure in performing if such delay or failure is caused, prevented, or restricted by conditions beyond that Party's reasonable control (a "force majeure event"). A force majeure event for the purposes of this Agreement shall include, but not be limited to, acts of God, fire; explosion, vandalism; storm or similar occurrences; orders or acts of military or civil authority; litigation; changes in law, rules, or regulations outside the control of the affected Party; national emergencies or insurrections; riots; acts of terrorism; or supplier failures, shortages or breach or delay. Except as otherwise expressly provided, herein, there shall be an equitable adjustment allowed for performance under this Agreement as the result of any event of force majeure. 5.16. Exhibits. The following Exhibits A - Dare attached and incorporated by reference for all purposes: Exhibit A: Description of Roadway and Segments O:\WDOX\CORR\transprt\seton-tsu\00107866.DOC 8 Exhibit B: Seton Property Description Exhibit C: TxSt Property Description Exhibit D: Avery Property Description 5.17. No Joint Venture. It is acknowledged and agreed by the parties that the terms hereof are not intended to and shall not be deemed to create any partnership or joint venture among the parties. 5.18 Multiple Counterparts. This Agreement maybe executed in a number of identical counterparts. If so executed, each of such counterparts will be deemed an original for all purposes, and all such counterparts will, collectively, constitute one agreement. EXECUTED to be effective as of the ;) day of DICCEl7 66W, , 2006. CITY CITY OF ROUND ROCK, TEXAS, a home ;Cip . a ora#;By: xw SETON DAUGHTERS OF CHARITY HEALTH SERVICES OF AUSTIN a Texas Non-profit corporation BQ � Printed Name:,rL , 4&ye_1 w c ccJ Title: y Ps %cl *,,,.._4-- 4— C F C) C:\S\Seton-cbk\Williamson Cty Property\Cost Participation Agreement- clean- 11-28-06 (2).doc TEXAS STATE UNIVERSITY PrintedName: Title: V'c.e /CYr`cfr4- pot Fo 04 err AVERY Avery Ranch Company, Ltd. A Texas limited partnership By: CJAC, Inc., a Texas corporation Its General Partner John S. Avery President of CJAC, Inc. Date: TRUSTS: Charles N. Avery, III, Trustee of the Children of Lucille Sharp Avery Trusts, the Charles N. Avery, III Exempt Trust, the John S. Avery Exempt Trust, the A. Nelson Avery Exempt Trust, and the Lucille Christina Avery Fell Exempt Trust Date: John S. Avery, Trustee of the Children of Lucille Sharp Avery Trusts, the Charles N. Avery, III Exempt Trust, the John S. Avery Exempt Trust, the A. Nelson Avery Exempt Trust, and the Lucille Christina Avery Fell Exempt Trust Date: 10 GAS\Seton-cbk\Williamson Cty Property\Cost Participation Agreement- clean- 11-28-46 (2).doc TxSt TEXAS STATE UNIVERSITY By. Printed Name: Title: AVERY Avery Ranch Company, Ltd. A Texas limited partnership By: CJAC, Inc., a Texas corporation Its General Partner By: kident very of CJAC, Inc. Charles N. Avery, .III, Trustee o e thildren of Lucille Sharia Avery Trusts, the axle . Avery, III Exempt Trust, the John S. Av Ex t Trust, the A. Nelson Avery Exempt Trust, e Lucille Christina Avery Fell Exempt Trust Date: 11 «- z - zeP4V6 h S. Avery, Trustee of e hildren of Lucille Avery Trusts, the Charles N. Avery, III Exempt Trust, the John S. Avery Exempt Trust, the A. Nelson Avery Exempt Trust, and the Lucille Christina Avery Fell Exempt Trust 10 GAS\Seton-cbk\Williamson Cty Property\Cost Participation Agreement- clean -11 -28-06 (2).doc i A. NehFon Avery, Trustee of the ild of Lucille Sharp Avery Trusts, the Charles N. Avery, III Exempt Trust, the John S. Avery Exempt Trust, the A. Nelson Avery Exempt Trust, and the Lucille Christina Avery Fell Exempt Trust Date: I'I�! r g'" :Zd' fsa Lucilia Christina Avery Fell, Trustee of th Children of Lucille Sharp Avery Trusts, the Charles N. Avery, III Exempt Trust, the John S. Avery Exempt Trust, the A. Nelson Avery Exempt Trust, and the Lucille Christina Avery Fell Exempt Trust Date: _ X07• r. 11 GAStSeton-cbk\Williamson Cty Property\Cost Participation Agreement clean- It -29-06 (2).doc EXHIBIT A ROADWAY AND SEGMENT DESCRIPTION G:\ 12 SlSeton-cbk\ iiiiamson Cty Property\Cost Participation Agreement- clean- 11 -28-46 (2).doc 0 CD U - L? mom MOM ffimpim MR *Am momm ft" fl 0 1� z ...... ... . z F1 Llw if OZ Q)o if 21Ul 4c) 10 OD c 0 CD U - L? mom MOM ffimpim MR *Am momm ft" fl 0 1� z i F1 Llw if OZ Q)o if EXHIBIT B SETON PROPERTY DESCRIPTION GAS\Seton-cbk\Williamson Cty Property\Cast Participation A13 greement- clean- 11-28-06 (2).doc Seton Healthcare Network 73.920 Acres 'tract Page 1 of 5 DESCRIPTION FOR A 73.920 ACRE TRACT OF LAND SITUATED IN THE ABEL EAVES SURVEY, ABSTRACT 215, BARNEY , LOW SURVEY, ABSTRACT 385 AND THE ABEL EAVES SURVEY, ABSTRACT 215 IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THE CALLED 13.4795 ACRE TRACT IN DEED TO AVERY RANCH COMPANY, LTD., OF RECORD TNN DOCUMENT NO. 2003095048, O.P.R.W.C., TX. A PORTION OF A REMNANT PORTION OF THE CALLED SOUTH 1/2 OF. A 1.86 ACRE TRACT IN DEED TO AVERY RANCH COMPANY, LTD., OF RECORD IN DOCUMENT NUMBER 2002071341, O.P.R.W.C., TX., AND A ' PORTION OF A REMNANT PORTION OF. A CALLED 1200.19 ACRE TRACT IN DEED TO AVERY RANCH COMPANY, LTD, OF RECORD IN DOCUMENT NUMBER 2002071336, O.P.R.W.C., TX, SAID 73.920 ACRE TRACT AS SHOWN ON THE ACCOMPANYING SURVEY PLAT IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a '/Z" iron rod with plastic cap stamped "Baker-Aicklen" found on a point in the south right-of-way line of Chandler Road (right-of-way width varies), also known as County Road 114, said point being the northeast corner of a called 101.376 acre tract of land in deed to Texas State University System„ of record in Document No. 2004014440 of said Official Public Records for the northwest corner and POINT OF BEGINNING hereof from which a 1/2" iron rod with "Capitol" cap found on a point in the north boundary line of said 101.375 acre tract bears, S 43°37' 19" W a distance of 294.25 feet; THENCE with the south right-of-way line of said Chandler Road, same being the'north boundary line of said 13.4795 acre tract, the following six (6) courses and distances: 1. N 43° 37' 19" E for a distance of 73.31 feet to a '/z" iron rod with "Capital" cap found for an angle point hereof, 2. S 460 22' 02" E for a distance of 19.92 feet to a %2" iron rod with "Capital" cap found -for an angle point hereof, Seton Healthcare Network 73.920 Acres Tract Page 2 of 5 3_ N 43° 38' 13" E for a distance of 136.29 feet to a %" iron rod with "Capital" cap found for the beginning of a curve to the right hereof, 4. With the arc of said curve to the right having a radius of 910.00 feet, a delta angle of 371 21' 5611, an are, length of 593.46 feet and a chord which bears N 621 18' 13" E for a distance of 583.00 feet to a %2" iron rod with "Capital" cap found for a point of tangency hereof, 5. N 80° 57' 14" E for a distance of 62.83 feet to a '/2" iron rod with "Capital" cap found for an angle point hereof and .6. S 69" 14' 18" E for a distance of 215.81 feet to a TXDOT brass disk in concrete found in the west right-of-way line of said Farm to Market 1460, said point being the northeast corner of said 13.4795 acre tract, for the northeast corner hereof; THENCE with the west right-of-way line of Farm to Market 1460 (80 foot right-of-way width), same being, in part, the east boundary line of said 13.4795 acre tract, in part, the east boundary line of the Remnant Portion of the south lit of said 1.86 acre tract, and in part, the east boundary line of the Remnant Portion of said 1200.19 acre tract, the following eight (8) courses and distances: 1). S 09° 49' 17" E for a distance of 199.16 feet to a Type I TXDOT .concrete monument found for the beginning of a curve to the left hereof, 2) With the arc of said curve to the left having a radius of 2351.83 feet, a delta angle of 01° 37' 33", an arc length of 66.74 feet and a chord which bears S 101 23' 41" E for a distance of 66.73 feet to a Type I TXDOT concrete monument found for a point of tangency hereof, 3) S 31° 54' IT'E for a distance of 54.66 feet to a Type I TXDOT concrete monument found for the beginning of a curve to the left hereof, Seton Healthcare Network 73.920 Acres Tract Page 3 of 5 4) With the arc of said curve to the left having a radius of 2331.83 feet, a delta angle of 05' 36' 49 ", an arc length of 228.46 feet and a chord which bears S 15' 01' 02" E for distance of 228.37 feet to a Type I TXDOT concrete monument found for a point of tangency hereof, 5) S 25' 1113611 W for a distance of 58.28 feet to a Type I TXDOT concrete monument found for an angle point hereof, 6) S 19° 1614311 E for a distance of 59.77 feet to a Type I TXDOT concrete monument found for an angle point hereof, 7) S 66' 02' 11" E for a distance of. 57.40 feet to a Type I TXDOT concrete monument found for an angle point hereof and 8) S 21' 08' 56" E for a distance of 2052.94 feet to %2" iron rod with "Baker-Aicklen" cap set for the southeast corner hereof, THENCE departing the west right-of-way line of said Farm to Market 1460, through the interior of the Remnant Portion of said 1200.19 acre tract, S 68051104" W for a distance of 874.92 .feet to a !" iron rod with "Baker-Aicklen cap found on a point being the southeast corner of the aforementioned 101.376 acre tract of land, for the southwest corner hereof, from which a '/2" iron rod with "Baker-Aicklen" cap found on an angle point in the south boundary line of said 101.376 acre tract of land bears, S 29059'07" W a distance of 999.48 feet; THENCE with the east boundary line of said 101.376 acre tract, same being, in part, the west boundary line of the Remnant Portion of said 1200.19 acre tract, in part, the west boundary line of the Remnant Portion of the south 1/2 of said 1.86 acre tract, in part, the west boundary line of said 13.4795 acre tract and, in part, through the interior of said 13:4795 acre tract, the following four (4) courses and distances: N 50°40133" W for a distance of 901.1.6 feet to a V2" iron rod with "Baker- Aicklen" cap found for an angle point in the west boundary line hereof, 2. N 20'22'47" W for a distance of 845.98 feet to a %2" iron rod with "'Baker- Aicklen" cap found for an angle point in the west boundary line hereof, Seton Healthcare Network 73.920 Acres Tract Page 4 of 5 3. N 14°49138" E for a distance of 70355 feet to a '/2" iron rod with `Baker- Aicklen" cap found for an angle point in the west boundary line hereof and 4. N 24°48156" W for a distance of 556.51 feet to the POINT OF BEGINNING hereof and containing 73.920 acres of land, more or less. Bearings shown hereon are referenced to Grid North for the Texas State Plane Coordinate System, Central Zone NAD 83 per GPS survey performed during August and September, 2003. Surveyed under the direct supervision of the undersigned during October, 2004: 2,1 c" f Parker J. Grahar[f Registered Professional Land Surveyor No. 5556 BAKER-AICKLEN & ASSOCIATES, INC. 203 E. Main Street, Suite 201 Round Rock, Texas 78664 (512) 244-9620 Job No.: 0608-2-002-22 Filename: w:\PROJECTSIAVERY cQr CHANDLER RDWETES & BOUNDS\73.920 ACRE.TRACT.DOC EXHIBIT C TxSt PROPERTY DESCRIPTION 14 G:\S\Seton-cbk\Williamson Cty PropertylCost Participation Agreement- clean- 11-28-06 (2).doc Texas State Univ. RRH.E.C. 101.376 Acres Tract Page 1 of 6 DESCRIPTION FOR A. 101.376 ACRE TRACT OF LAND SITUATED IN THE ABEL EAVES SURVEY, ABSTRACT NO. 215, AND THE BARNEY LOW SURVEY, ABSTRACT NO. 385, IN WILLIAMSON COUNTY, TEXAS, BEING: A 1.039 ACRE PORTION OF A CALLED 13.4795 ACRE TRACT DESCRIBED 1N DEED TO AVERY RANCH COMPANY, LTD., OF RECORD IN DOCUMENT NO. 2003095048 OF THE OFFICIAL PUBLIC RECORDS OF 'WILLIAMSON COUNTY, TEXAS, A 0.270 ACRE PORTION OF A REMNANT PORTION OF THE SOUTH Yz OF A CALLED -1.86 ACRE TRACT DESCRIBED IN DEED -.TO AVERY.RANCH COMPANY, LTD., OF RECORD IN DOCUMENT NO. 2002071341 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON -COUNTY, TEXAS AND A 100.067 ACRE PORTION OF A REMNANT PORTION OF PARCEL TWO, A CALLED 1200.19 ACRE TRACT DESCRIBED IN DEED TO AVERY RANCH COMPANY, LTD., OF RECORD IN DOCUMENT NO. 2002071336 OF THE OFFICIAL - PUBLIC RECORDS OF WILLIAMSON COUNTY; TEXAS, SAID 101.376 ACRE TRACT OF -LAND, AS SHOWN ON THE ACCOMPANYING SURVEY PLAT, IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a h" iron rod with `Baker/Aicklen" plastic cap set on a point in the south right-of- way ight-ofway Ime of Chandler Road (90 foot right-of-way width), same being the north boundary line of said Remnant Portion. of Parcel Two, for the northwest corner and POINT OF BEGINNING hereot from which a Y2' iron rod with "Baker/Aielden" plastic cap set for the northwest corner of said Remnant Portion of Parcel Two bears, S 6937'13" W a distance of 1238.56 feet; THENCE with the south right-of-way line of Chandler Road, same being the north boundary line of said Remnant Portion of Parcel Two,' N 69°37113" E for a distance of 336.01 feet to a %" iron rod with `Baker/Aicklen" plastic cap set for an angle point in the north boundary line hereof-, THENCE, departing the south right-of-way line of Chandler Road, through the interior of said Remnant Portion of Parcel Two, N 86°5021" E for a distance of 93.55 feet to a Y2" iron. rod with `Baker/Aicklen" plastic cap set at the southwest corner of a called 0.8913 acre tract -of land in deed to Williamson County, Texas of record in Document No. 2003097124 of the Official Public Records of said County, for an angle point in the north boundary line hereof, THENCE with the south boundary line of said 0.8913 -acre tract, same being the north boundary line of said Remnant Portion. of Parcel Two, the following six (6) courses and distances: 1. N 70°55140". E for a distance of 210.01 feet to a!/2" iron rod with "Capital" plastic cap found for an angle point hereof; 2. N 69°34'03" E for a distance of 244.24 feet to a'/2' iron rod with "Baker/Aicklen" plastic -cap set for a point of curvature hereof, Texas State Univ RJLH.S.C. IOL376 Acres Tract Page 2 of 6 3. With flee arc of a curve to the left, having a radius of 1080.00 feet, -an arc length of 168.20 feet and a chord which bears N 655°06120" E for a distance of 168.03 feet to a l2" iron rod with "Capital" plastic cap found for a point of tangency hereof, 4. N 52°28'14" E for a distance of 107.97 feet to a'h" iron rod with "Capital" plastic cap found for. an. angle point hereof, 5. N 45045'08" E for a distance of 52.06 feet to a V2 iron rod with. "Capital" plastic cap found. for a point of curvature hereof and 6. With the arc of a curve to the left, having a radius of 1000.00 feet; an are length -of 100.71 feet and a.chord which beats N 51148139" E for a distance of 100.66 feet to a W' iron rod with ".Capital" plastic cap found at the northwest corner of the. Remnant. Portion of said South % of a called 1.86 acre tract, same being the easternmost .corner of said 0.8913 -acre tract, also .being the southwest comer of a called 5.994 acre tract in deed to Williamson County, Texas, of record in Document No. 2003091327 of the Official Public Records of Williamson County, Texas, same being the westernmost comer of the aforementioned 13.4795 acre tract for a point on carve in the north boundary line hereof, from which a 1/z" iron rod with "Capital" plastic cap found at the westernmost corner of said 5.994 acre tract, same being an angle point in the north boundary line of said 0.8913 acre tract, bears S 71 °27' 05" W a distance of 225.22 feet; . THENCE with the .south boundary line of said 5.994 acre tract, same being the north boundary line of said 13.4795 acre.bwt; the following two (2) courses and distances: 1. With the arc of a- curve to the left, having a radius of 1000.00 feet, an arc length of 93.26 feet and a chord which bears N 46°15115" E for a distance of 9322 feet to a %" iron rod with "Capital" plastic cap found for a point of tangency hereof and 2. N 43°37'19" E for a distance of 294.25 feet to a 12" iron rod with `BakerlAicklen, plastic cap set for -the northeast comer hereof from which. a %7* iron rod with "Capital" plastic cap found at an angle point in the north boundary line'of.said 13.4795 acre tract same being the south boundary line of said 5..994 acre tract bears, N 43°37'19" E a distance of 73.31 feet THENCE departing the south boundary line of said 5.994 acre tract.through, in part, the- interior of said 13.4795 acre tract, the interior of the said Remnant Portion of said South % of a called 186. acre had and the interior of said Remnant Portion of Parcel Two the following eighteen (18) courses and distances: 1. S 24948156" E at 278.78 feet pass a point in the north boundary iine-of said South %2 of a called 1.86 acro: tract, same being the south boundary line of said 13.4795 acre tract, pass at an additional 28.92 feet to a point' in the south- boundary line of said South % of a Texas State Univ R.RH.E.C. 101.376 Acres Tract Page 3 of 6 called 1.86 acre tract, same being the north boundary line of said Remnant Portion of Parcel Two, continuing for. a total distance of 55651 feet to a %s iron rod with "Baker/Aicklen" plastic cap set for an angle point hereof 2. S 14°49138" W for a distance of 703.55 feet to a %" iron rod with `Baker/Aicklen°' plastic cap set for an angle point hereof, 3. S 20°22147" E for a distance of 84598 feet to a %s" iron rod with `Baker/Aicklen" plastic cap set for an angle, point hereof, 4. S. 54040133" E for a distance of 901.16 feet to a W' iron rod with `Baker/Aicklen" plastic cap set for an angle point hereof, 5. S. 29°59107" W for a distance of 999.48 feet to a %" iron rod with `Baker/Aicklen" plastic- cap set for an angle point hereof, 6. S 21°08'47" E for a distance of 58.77 feet to a %" iron rod with `Baker/Aicklen'' plastic cap set for an angle point hereof 7. S 58°04146" W for a distance of 64452 feet to a %Z" iron rod with `Baker/Aicklen" plastic cap set for an angle point hereof 8. N 26°46'12" W for a distance of 34.88 feet to a W iron rod with `Baker/Aicklen" plastic cap set at a point of curvature hereof; 9. With the are of a curve to the left having a radius of 2170.00 feet, an arc length of 711.61 feet and a chord which bears N 36109152" W for a distance of 708.42 feet to a W' iron rod with "Baker/Aickl&' plastic cap set at a point of tangency hereof 10. N 45°3332" W for, a distance of 401.00 feet to a %" iron rod with `Baker/Aickl&' plastic cap set for an angle.point hereof; 11. N 44°26'28" E for a distance of 13256 feet to a %7 ' iron rod with "Baker/Aicklen" plastic cap set for an angle point hereof 12. N- 07°12'33" E for a distance of 131.28 feet to a %x" -iron rod with `Baker/Aicklen" plastic cap set for an angle point hereo f 13. N 30°01122" W for -a distance of 888.97 feet to a %" iron 'rod with `Baker/Aicklen" plastic cap set for an angle point hereof Texas State Usiv.-R.RA.E.C. 101.376 Acres Tract Page 4 of 6 - 14. N 20°22'47" 'W. for a distance of 444.54 feet to a W' iron rod with "Baker/Aicklen" plastic cap set for an angle point hereof, 15. N 58124'13" W for a distance of 89.29 feet to a %" iron rod with `Baker/Aicklen" plastic cap set for an angle point hereof; .16. N 20°22147" W for a distance of 70.25 feet to a %2" iron rod with `Baker/Aicklen" plastic cap set for an angle point hereof:, 17. N 17138139" E for a distance of 89.29 feet to a %i iron rod with "Baker/Aicklen" plastic cap set for an angle point hereof and 18. N 20°22147" W for a distance of 56454 feet to he POINT OF BEGINNING hereof and containing 10 1.3 76 acres of land, more or less. Bearings shown .hereon are referenced to Grid North for the Texas State_ Plane Coordinate System, Central Zone NAD 83 per GPS survey performed during August and September 2003. Surveyed under .the direct supervision of the undersigned during August and September, 2003: '701�1� E OP �ifNfh 0 Parker J.�Graham 2� �o� s rE Registered Professional Land Surveyor No. 5556 PA K -GF S BAKER: AICKLEN & ASSOCIATES, INC. r 5556 203 E. Main Street, Suite -201- 9 =° Round Rock, Texas 78664 SUR (512) 2449620 Job No.:. 0181-2-052-20 Filename: WAPROJECTSMUS-RRHEODOCITSUS 101.376 ACRL TRACT.DOC SKETCH TO ACCOMPANY .DESCRIPTION 84RWY LOW SURVEY /� i� �� 1 !� • ABSYRAGT NO. 365 !/ j �� �• of ,, wu xmm ou�tt ins / l / tzs 00a. ;200300i3xr / �/ aP,R w.c., iErus has AVEtiY(b�AH�f141D. } SCALE' 1" = 500' / // iYfOC. 20OMY124 (CALL:v OM13 pies) ! ! �, aP.Rw.O. Tis ! 1. 0 ego Boo W 7I- / / �4aB" ' . 1 0.PJLWX, 7EX49.� G.=--- — -- .— l wnLuMsoN cotkri�r. �►s � �: � ��1 VOL 1ss3. PG. 360, O.R.w.C.. roa►s--Ss�l' REMWW FORMN of \ (W:6W1/2 OF cuLEo i.ea wcREs) REWWr POR710H OF ooc ;20=71341�LTO (s0unt 1/z OF CALM i.aa mss) Nxk*��Nkx oJXWS+�vQrr cOMpB�i+r, ua1237 FWT l - r POINT OF BEGINNING t L= 1 1 1 t 1 1 % l ! VWW ON. PAM 7M \ .DJR.W.O..7ws 1 \ e "l 0 MON ROD FOUND SUBJECT TRACT TOTAL OF 101.376 ACRES i IRON HOD SEI` WITH BAKi:R. AICKM CAP DATE: JANUARY 9. 2004 JOB 1Y0,: 0608-2-002-21 BY: PJG PAGE 5 OF 6 IDO.0B7 ACRES ABEL EAVES SURVEY ABSTRACT No. 215 REMWAi° PORTON OF (pam- TwO) - AY! R�iA�MPA . r 0011 o.P.R.w.C.. ; 2ar�sas 7ENIlS DEAN FOR ('20°s05'..g PAGE } DEED RECORDS wBiGiA" COiWNTY. mm AIY IMOW6 (TSUS ANNEX 51 Jmwan 09. BA M-AJOK1.EN S /A9WC1/QE$# WC. ETIOINEER8/SURYEYORB S. -KETCH TO ACCOMPANY DESCRIPTION NUMBER BEARING DISTANCE Lt N 69°3773` F .3,36.01'L2 N 86°50'21"E 83.55' 000.00' 05 L3 N 70°55'400 E 210.0!' L4 N 69034'03` E 24424' LS N 52°28'14" E 107.97' L6 N 45445'080 E 5206' LT N 43037'18" E 294.25` L8 5 24°4856` E 656.51 L9 5 14.49'38' W fiO3.55' tl0 S 20.2247" E 845.98' L11 S 50°40'33" E 901.16' L12 S 29°5967` W 999.4$' . L0 21008'47'E 5$.77" L14 S 5$004'46" W 644.52' U5 N 26°46'12" W 34:88` LIS N 45°33'32` W 401: 00" Ll7 N 44026'28" E !32.56' Ll8 N Q7°12'33" E 1312$' L19 N 30°0f�2` IV 888.97' L20 N 20°2247` W 444.54' L21 N-580,241(36 W 8929' L22 N 20°22'47" W 7D:25` L23 N 17°3$'390 E 89.29' L24 N20022'47* W 564.54' L25 S 69°3773' W 1238,56' L26 N 68°3773" F 3139'127 • N 71°27`05" E 225.22' L28 N 43°3779' E 73.31' L29 S 46°22'02" E 19.9E` L30 N 20026'36" W 90.09' Lit S 24°48`56" E 278.78' L32 S 2404856" E 2$.92` L33 S 24048'56" E 248.$2' L34 N 39°3773` 1Y 1885.95' NUMBER RADIUS DELTA ANGLE ARC LENGTH CHORD DIRECTION CHORD LENGTH Ct 1000.04' !!°b6`48" 133.96` N 49°08`21` E 193_66' C2 1000.00' 05°4672" I00.71' N $!°4839" E '°•20'36." 100.66' C3 1 93.26' N 46°15`15` E 93.22` C4 2170.00' 18°47`20" 711.61' N 'S6°09`52" W :708.42' C5 108QOD' OD°55'25" ' 168.20. N 65°06'20' E (68.03' DATE. JANUARY 9. 2004 AI�ERy4ICKt.Ef�i JOB NO.: 0608-2-002-21 A�UtrM per. %-FiS;NQlNEERSl5URVDMR5 8Y: PJG ff PAGE 6 OF 6 w:kPRQ.ECM75i/5-RIOC\ANACXAT70NADW6%7SIf5 ADpVEXAM6 (TSIfS AUVLX-61 Jamar) OS. 2004 - 2-,40m 000.00' 05 w:kPRQ.ECM75i/5-RIOC\ANACXAT70NADW6%7SIf5 ADpVEXAM6 (TSIfS AUVLX-61 Jamar) OS. 2004 - 2-,40m 000.00' 05 w:kPRQ.ECM75i/5-RIOC\ANACXAT70NADW6%7SIf5 ADpVEXAM6 (TSIfS AUVLX-61 Jamar) OS. 2004 - 2-,40m EXHIBIT D AVERY PROPERTY DESCRIPTION 15 G:\SiSeton-cbklWilliamson Cty PropegXOst Participation Agreement- clean- 11 -28 -OG (2).doc r - M 0 u n, m M z •0 • m 0 -n m z C, >1 0 a > 0 UNIVERSITY Th c =E 0 M Z P1 0 rm X f 0 Zn =E P1 0 rm X f 0 P 0 rn ASD q=z m x W cl) W C)zo 4 Z - we mom mom z -n 94 (A z0 vow 0 CD 0 rn -.88 4 0 rn z 2 0 IA A r. 0 Boz z z�;