Contract - ICU Medical Fleet Services - 10/25/2018 (2) MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding("MOU") is made by and between the City of Round Rock, Texas
(the "City") and ICU Medical Fleet Services, LLC (formerly known as Hospira Fleet Services, LLC), a
Delaware limited liability company("ICU Medical").
RECITALS
WHEREAS,ICU Medical is a company with global operations that develops,manufactures, and
sells medical technologies used in vascular therapy,oncology,and critical care applications;and
WHEREAS, ICU Medical owns a parcel of land commonly referred to as 2820 Oakmont Drive,
Round Rock, Texas, as more particularly described on Exhibit"A" attached hereto (the"Property"); and
WHEREAS,ICU Medical conducts certain development,manufacturing,and logistics operations
on the Property; and
WHEREAS,the City owns a parcel of land commonly referred to as 2800 Oakmont Drive,Round
Rock, Texas, as more particularly described on Exhibit`B"attached hereto(the"Adjacent Land"), which
is adjacent to the Property;and
WHEREAS,the City is planning a development project(the"Project")in the area surrounding the
Property and the Adjacent Land;and
WHEREAS, in furtherance of the Project, the City desires to acquire an approximately one-half
(1/2)acre portion of the Property in exchange for an equal portion of the Adjacent Land(the"Exchange"),
as shown on Exhibit"C";and
WHEREAS,the City is willing to reimburse ICU Medical's costs of exploring and executing the
Exchange;and
WHEREAS, except as expressly provided herein, the parties acknowledge that the terms and
conditions listed herein are not legally binding against either party,but merely serve as a memorandum of
the current understanding of the parties;
NOW THEREFORE,the City and ICU Medical agree to work cooperatively and in good faith to
draft and approve future agreements and to consummate the Exchange in the manner set forth herein.
ARTICLE I
GENERAL SCOPE OF EXCHANGE
1.01 The Exchange as currently contemplated would involve the City transferring to ICU
Medical an approximately one-half (1/2) acre portion of the Adjacent Land, and ICU Medical
simultaneously transferring to the City(1)an approximately one-half(1/2)acre portion of the Property,and
(2) an approximately 0.167 acre public utility easement across the Property, each as indicated in Exhibit
"C"attached hereto.The Exchange would be structured to minimize any negative Internal Revenue Service
tax impacts to ICU Medical.
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1.02 The Exchange would require modifications to ICU Medical's current use of the Property
(the "Modifications"), including but not limited to reconfiguration of ICU Medical's loading dock and
parking lot,and structural modifications to ICU Medical's warehouse.
1.03 The final terms of the Exchange would be set forth in a definitive land agreement to be
executed by the parties, with relevant real property transfer instruments to be recorded (collectively, the
"Transfer Documents").
1.04 The parties intend to evaluate and execute the Exchange in three phases:
Phase I: Exploratory Phase
Phase II: Construction Phase
Phase III: Transfer Phase
ARTICLE II
ICU MEDICAL INTENTIONS
2.01 During Phase I, ICU Medical intends to explore the costs and feasibility of the
Modifications and the Exchange,including engaging design and engineering experts.
2.02 During Phase II,ICU Medical intends to undertake construction of the Modifications.
2.03 During Phase III,ICU Medical intends to execute the Transfer Documents.
ARTICLE III
CITY INTENTIONS
3.01 In consideration of ICU Medical performing as set forth in Article H above,the City intends
to reimburse ICU Medical for its costs of exploring and constructing the Modifications,and for negotiating
and executing the Transfer Documents,
3.02 To induce ICU Medical to undertake the activities of Phase I, the City will commit to
reimburse ICU Medical for its costs of Phase I, not to exceed Two Hundred Thirty Thousand Dollars
($230,000).
3.03 Following Phase I, the parties will work together in good faith to establish a scope and
budget for ICU Medical's reimbursable costs of Phase II and Phase III.
3.04 During Phase III,the City intends to execute the Transfer Documents.
3.05 To the extent the Transfer results in negative (a) state or local rollback or special
assessment taxes, or(b) Internal Revenue Service tax consequences,to ICU Medical for the taxable year
of the Modifications and/or the Transfer Documents and which directly results from execution of the
Modifications and/or the Transfer Documents,the City intends to reimburse ICU Medical such costs.
3.06 The City will waive any and all fees for the development and construction of the
Modifications, and consummation of the Exchange, including but not limited to: site and construction
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permit fees,water and wastewater impact fees,and road impact fees.The City will also expedite the review
and approval of required permits.
3.07 The City intends to secure all necessary or appropriate approvals from local and state
governing bodies and regulators, including fulfilling statutory notice requirements.
ARTICLE IV
LEGAL EFFECT OF MOU
4.01 This MOU is intended to provide an outline of the current understanding of the parties
hereto, and, except for Section 3.02 herein, is not intended to legally bind the parties to the terms and
conditions stated herein. The parties, however, agree that the terms and conditions stated herein are
reasonable and provide an outline for future actions by the parties.
Executed and effective this day of 0G 6W-,#- ,2018.
CITY OF ROUND ROCK,TEXAS
By: /"4 z
Cr g Morgan, or
ICU MEDICAL FLEET SERVICES,LLC
B
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Scott La b,CFO
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Exhibit A
The Property
LOT 1, BLOCK A, OAKMONT CENTRE, SECTION TWO, ACCORDING TO MAP OR PLAT
THEREOF RECORDED IN CABINET F, SLIDE 174, OF THE PLAT RECORDS OF WILLIAMSON
COUNTY,TEXAS.
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Exhibit B
The Adjacent Land
LOT 2, BLOCK A, OAKMONT CENTRE, SECTION TWO, ACCORDING TO MAP OR PLAT
THEREOF RECORDED IN CABINET F, SLIDE 174, OF THE PLAT RECORDS OF WILLIAMSON
COUNTY,TEXAS.
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EXHIBIT
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°\ K E N N E D Y FROM UNIVERSITY OAKS BLVD TO SUNRISE RD
C ON S U L T I N G FOR REVIEN ONLY
Q Tf3PE REG_ No. NOT FOR CONSTRII[TIOH eIODING, UNIVERSITY BLVD
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CITY OF ROUND ROCK �eyE RED.]l KENNEDY
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3 221 E. MAIN ST ENGINEER MICHAEL CURL
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Ir Rt1UN0 RO[K TExAS ROUND ROCK, TX 76664 p.E.1A. 126986 DATE 9/12/2018
SCALEt 1' 100' SHEET 1 OF 1