O-2528-6-06ORDINANCE NO. 2528-6-06
' AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN
COUNTY, TEXAS, DESIGNATING REINVESTMENT ZONE NO. 29 (JARYCO
DEVELOPMENT, L.L.C. AND TWIN CREEKS HOSPITAL, L.P.); PROVIDING
ELIGIBILITY OF THE ZONE FOR COMMERCIAI-INDUSTRIAL TAX
ABATEMENT; CONTAINING FINDINGS THAT THE AREA QUALIFIES TO BE
DESIGNATED AS A REINVESTMENT ZONE AND THE IMPROVEMENTS
SOUGHT ARE FEASIBLE AND PRACTICABLE AND OF BENEFIT TO THE
LAND AND THE CITY; PROVIDING FOR A SEVERABILITY CLAUSE;
PROVIDING FOR A REPEALING CLAUSE; AND PROVIDING FOR THE
EFFECTIVE DATE OF SAID ORDINANCE.
WHEREAS, the City Council of the City of Allen, Texas, has caused notice to be published in a newspaper
having general circulation in the City and has delivered such notice to the presiding officer of the governing
body of each taxing unit that includes in its boundaries real property described herein; and,
WHEREAS, the City Council of the City of Allen, Texas, has conducted a public hearing on the designation
of the area described herein as a reinvestment zone; and,
WHEREAS, the proposed Tax Abatement Agreement by and among the City of Allen, Texas, JaRyCo
Development, L.L.C. and Twin Creeks Hospital, L.P., a Texas limited partnership and subsidiary of
Advanced Clinical Services, Inc., d/b/a SeniorHealth Incorporated, a Delaware Corporation, attached hereto
as Exhibit "B," has been presented to the City Council, and the City Council is of the opinion and finds that
the terms and conditions thereof should be approved and that the Mayor should be authorized to execute the
Agreement on behalf of the City of Allen.
NOW, THEREFORE, BE TT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ALLEN,
COLLIN COUNTY, TEXAS, THAT:
SECTION 1. The City Council of the City of Allen, Texas, finds that the area described herein will, if
designated as a reinvestment zone, be reasonably likely to contribute to the rendition or expansion of primary
employment, or to attract major investment in the zone that will be of benefit to the property and contribute
to the economic development of the City. The City Council further finds that the improvements sought are
feasible and practicable and would be of benefit to the land to be included in the zone and to the City after
the expiration of a tax abatement agreement.
SECTION 2. Pursuant to the provisions of Section 312.201 of the Texas Tax Code, the real property
described in Exhibit "A" and made a part hereof for all purposes is hereby designated as a reinvestment zone
and for identification is assigned the name "Reinvestment Zone No. 29."
SECTION 3. The property within Reinvestment Zone No. 29 is eligible for commercial -industrial tax
abatement effective on January 1, 2006.
SECTION 4. The Agreement attached hereto as Exhibit "B" having been reviewed by the City Council
and found to be acceptable and in the best interests of the City and its citizens, is hereby approved, and the
Mayor is hereby authorized to execute the Agreement on behalf of the City of Allen, Texas.
SECTION 5. Should any word, sentence, paragraph, subdivision, clause, phrase or section of this
ordinance be adjudged or held to be void or unconstitutional, the same shall not affect the validity of the
' remaining portions of said ordinance or as amended hereby, which shall remain in full force and effect.
SECTION 6. All ordinances of the City of Allen in conflict with the provisions of this ordinance shall be,
and the same are hereby, repealed; provided, however, that all other provisions of said ordinances not in
conflict herewith shall remain in full force and effect.
SECTION 7. This ordinance shall take effect immediately from and after its passage in accordance with
the provisions of the Charter of the City of Allen, and it is accordingly so ordained.
DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN
COUNTY, TEXAS, ON THIS THE 13TH DAY OF JUNE, 2006.
APPROVED:
/
� .,-PF
Stephen Terrell, MAYOR
APPROVED AS TO FORM: ATTEST:
Peter G. Smith, CITY ATTORNEY Shelley B. George, TY SECRETARY
Ordinance No. 2528-6-06, Page 2
' Exhibit A
Legal Description for Zone 28A
DESCRIPTION, of a 3.506 acre tract of land situated in the W.J. Jackson Survey, Abstract No. 484, Collin
County, Texas; said tract being part of Lot 1 R-2, Block G, Lots 1 R-2 and Lot 8, Block G, Bray Central One, an
addition to the City of Allen, Texas recorded in Cabinet Q, Page 222 of the Plat Records of Collin County,
Texas; said tract also being part of that certain tract of land described in Special Warranty Deed to Bossy
Boots Holdings, Ltd , recorded in Volume 5398, Page 6447 of the Deed Records of Collin County, Texas; said
3.506 acre tract being more particularly described as follows:
BEGINNING, at a "Y' cut in concrete found in the westerly right-of-way line of Raintree Circle (a variable width
right-of-way); said point being the northeast corner of said Lot 1 R-2 and the most easterly southeast comer of
Lot 8, Block G of said addition; said point also being in a non -tangent curve to the right;
THENCE, in a southwesterly direction, along the said westerly line of Raintree Circle and the easterly line of
said Lot 1 R-2 the following two (2) calls;
Along said curve to the right, having a central angle of 20 degrees, 02 minutes, 09 seconds, a
radius of 737.94 feet, a chord bearing and distance of South 30 degrees, 40 minutes, 48 seconds
West, 256.74 feet, an arc distance of 258.05 feet to a 5/8 -inch iron rod found at the end of said
curve; said point also being the beginning of a compound curve to the right;
Along said curve to the right, having a central angle of 07 degrees, 12 minutes, 59 seconds, a
radius of 1810.00 feet, a chord bearing and distance of South 44 degrees, 18 minutes, 21 seconds
West, 227.82 feet, an am distance of 227.97 feet to a point for corner; said point being the most
easterly corner of a 25 foot Utility and Access Easement recorded in Cabinet G, Page 121 of said
' Plat Records;
THENCE, North 35 degrees, 32 minutes, 24 seconds West, departing the said westerly line of Raintree Circle,
traversing said Lot 1 R-2 and along the northeast line of said utility and access easement, a distance of 393.53
feet to a point for corner, from which point a 1/2 -inch iron rod was found bearing South 52 degrees 59 minutes
East, 0.9 feet; said point being the northeast corner of said utility and access easement and a reentrant corner
of said Lot 1 R-2; said point also being the southeast corner of Lot 5, Block G of Bray Central One, an addition
to the City of Allen, Texas, according to the plat recorded in Cabinet G, Page 121 of said Plat Records,
THENCE, North 00 degrees, 48 minutes, 06 seconds West, departing said utility and access easement and
along a west line of said Lot 1R-2 and the east line of said Lot 5, a distance of 210.00 feet to a point for corner,
from which point a'Y'cut in concrete was found bearing South 15 degrees 56 minutes West, 0.4 feet and a
1/2 -inch iron rod was found bearing South 24 degrees 56 minutes East, 0.4 feet; said point also being a
reentrant corner of said Lot 1 R-2 and the northeast corner of said Lot 5;
THENCE, North 47 degrees, 53 minutes, 01 seconds West, departing the said west line of Lot 1 R-2, and the
said east line of Lot 5 and along the northeast line of said Lot 5 and the most northerly south line of said Lot
1 R-2, a distance of 5.47 feet to a point for corner; said point also being the most northerly southwest corner of
said Lot 1R-2 and the most southerly southeast corner of Lot 3R, Block G. Bray Central One, an addition to
the City of Allen, Texas according to the plat recorded in Cabinet Q, Page 111 of said Plat Records;
THENCE, North 00 degrees, 48 minutes, 06 seconds West, departing the said northeast line of Lot 5 and the
' said south line of Lot 1 R-2 and along the most northerly west line of said Lot 1 R-2, and the most westerly east
line of said Lot 3R, a distance of 9.68 feet to a 1/2 -inch iron rod with unreadable cap found for corner; said
point being the most northerly northwest corner of said Lot 1 R-2 and the southwest corner of said Lot 8;
THENCE, departing the said east line of Lot 3R and the said west line of Lot 1 R-2, along the north line of said
Lot 1 R-2 and the south line of said Lot 8, the following three (3) calls;
South 70 degrees, 08 minutes, 16 seconds East, a distance of 443.39 feet to a 1/2 -inch iron rod
with unreadable rap found for corner; said point also being the beginning of a non -tangent curve to
the left;
In a northerly direction, along said curve to the left, having a central angle of 02 degrees, 42
minutes, 42 seconds, a radius of 633.44 feet, a chord bearing and distance of North 22 degrees, 01
minutes, 05 seconds East, 29.98 feet, an arc distance of 29.98 feet to a'Y' cut in concrete found
for comer at the end of said curve,
South 69 degrees, 20 minutes, 16 seconds East, a distance of 104.48 feet to the POINT OF
BEGINNING;
CONTAINING, 152,731 square feet or 3.506 acres of land, more or less.
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' EXIMIT B
Tax Abatement Agreement to be attached.
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STATE OF TEXAS
TAX ABATEMENT AGREEMENT
COUNTY OF COLLIN
This Tax Abatement Agreement (the "Agreement" is entered into by and among the City
of Allen, Texas (the "City"), JaRyCo Development LLC ("Owner") and Twin Creeks Hospital,
LP, a Texas limited partnership and subsidiary of Advanced Clinical Services, Inc., d/b/a
SeniorHealth Incorporated, a Delaware corporation (the "Lessee"), acting by and through their
representative authorized officers and representatives.
WITNESSETH:
WHEREAS, the City Council of the City, passed an Ordinance (the "Ordinance")
establishing Tax Abatement Reinvestment Zone No. 29 (the "Zone"), for commerciallindustrial
tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter
312 of the Texas Tax Code, as amended (the "Tax Code"); and
WHEREAS, in order to maintain and enhance the commercial and industrial economic
and employment base of the Allen area, it is in the best interests of the taxpayers for the City to
enter into this Agreement; and
WHEREAS, the City has adopted guidelines for tax abatement (the "Tax Abatement
Guidelines") and
WHEREAS, the Tax abatement Guidelines contain appropriate guidelines and criteria
governing tax abatement agreements to be entered into by the City as contemplated by the Tax
Code; and
WHEREAS, the City has adopted a resolution stating that is elects to be eligible to
participate in tax abatements; and
WHEREAS, the City Council finds that the contemplated use of the Improvements
(hereinafter defined) and the other terms hereof are consistent with encouraging development in
accordance with the purposes for its creation and in compliance with the Tax Abatement
Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws and
legal requirements; and
WHEREAS, the City Council has determined that the Improvements sought are feasible
and practicable and would be of benefit to the land to be included in the Zone and to the City
after expiration of this Agreement; and
WHEREAS, a copy of this Agreement has been fumished, in the manner prescribed by
the Tax Code, to the presiding officers of the governing bodies of each of the Taxing Units in
which the Improvements are located.
Allen JaRvCo LLC/ Twin Creeks Hospital LPTAX ABATEMENT AGREEMENT 62%1
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NOW, THEREFORE, in consideration of the mutual benefits and promises contained
herein and for good and other valuable consideration, the adequacy and receipt of which are
hereby acknowledged, including the expansion of primary employment, the attraction or major
investment, which contributes to the economic development of the City, and the enhancement of
the tax base within the City, the parties agree as follows:
Article I
Definitions
Whenever used in this Agreement, the following terms shall have the meanings ascribed
to them:
"Base Year" shall mean the calendar year in which this Agreement is fully executed by
the parties.
"Commencement of Construction" shall mean that (i) the plans have been prepared and
all approvals thereof required by applicable governmental authorities have been obtained for
construction of the Improvements on the Land; (ii) all necessary permits for the construction of
the Improvements of the Land pursuant to the respective plans therefore have been issued by all
applicable governmental authorities; and (iii) grading of the Land and the construction of the
vertical elements of the Improvements has commenced.
"Completion of Construction" shall mean that (i) the construction of the Improvements
on the Land has been substantially completed; and (ii) the first final certificate of occupancy for
Improvements has been issued by the City.
"Effective Date" shall be the last date of execution hereof.
"Event of Bankruptcy or Insolvency" shall mean the dissolution or termination (other
than a dissolution or termination by reason of Owner merging with an affiliate of Owner) of a
party's existence as a going business, insolvency, appointment of receiver for any part of a
party's property and such appointment is not terminated within ninety (90) days after such
appointment is initially made, any general assignment for the benefit of creditors, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or against Owner
and such pleadings is not dismissed within ninety (90) days after the filing thereof.
"Event of Force Majeure" shall mean any contingency or cause beyond the reasonable
control of Owner, as applicable, including, without limitation, acts of God or the public enemy, war,
riot, civil commotion, insurrection, adverse weather, government or de facto governmental action
(unless caused by the intentionally wrongful acts or omissions of the Owner), fires, explosions or
floods, strikes, slowdowns or work stoppages, shortage of materials or labor
"First Year of Abatement" shall mean January I of the calendar year immediately following
Completion of Construction, unless otherwise agreed by the parties.
Allen JeRvCO LLCI Twin Creeks Hospital LPTAX ABATEMENT AGREEMENT 6z 1
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`improvements" shall mean the construction of a two (2) story medical rehabilitation facility
containing at least 35,000 square feet of space on the Land (and other ancillary facilities, such as
reasonably required parking and landscaping more fully described in the submittals filed by Owner
with the City from time to time in order to obtain a building permit).
"Land" shall mean the real property being further described in Exhibit "A", excluding the
Improvements.
"Lease" shall mean the lease of the Improvements following construction thereof by and
between the Owner and Lessee for a period of not less than forty (40) years commencing on the
Lease Inception Date.
"Lease Inception Date" shall mean the date the term of the Lease commences under but not
later than the date the first final certificate of occupancy is issued for Lessee's occupancy of the
improvements.
"Lessee" shall mean Twin Creeks Hospital, LP, a Texas limited partnership and
subsidiary of Advanced Clinical Services, Inc., d/b/a SeniorHealth Incorporated, a Delaware
corporation.
"Owner" shall mean JaRyCo Development, LLC, a Texas limited liability company
"Plans" shall mean architectural renderings, building elevations, site, landscaping, and
exterior lighting plans for the Improvements approved by the Allen Economic Development
Corporation Board of Directors.
"Premises" shall mean collectively, the Land and Improvements following construction
thereof, but excluding the Tangible Personal Property.
"Tangible Personal Property" shall mean tangible personal property, equipment and
fixtures, including supplies and inventory (but excluding freeport goods) owned or leased by
Lessee that is added to the Premises subsequent to the execution of this Agreement.
"Taxable Value" means the appraised value, as certified by the Collin County Appraisal
District as of January 1 of a given year.
Article II
General Provisions
2.1 Owner owns, or is under contract to purchase the Land, which Land is located within the
zone. Owner has leased or intends to lease the Improvements to Lessee following construction
thereof. Lessee has or intends to lease the Improvements following construction thereof; and
intends to locate and maintain Tangible Personal Property at the Premises.
2.2 The Improvements are not an improvement project financed by tax increment bonds.
Allen Ja-RyCo LU'/ Twin Creeks Hosoital LPTAX ABATEMENT AGREEMENT 62%1
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2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of
the City.
2.4 The Owner represents that, upon and following Owner's acquisition of the Land, the
Land and the Improvements will not be owned or leased by any member of the City Council for
the City or the City Planning and Zoning Commission.
2.5 Owner and Lessee shall each, prior to May 1 of each calendar year during the term of this
Agreement, certify in writing to the City to the best of the respective party's knowledge that such
party is in substantial compliance with each term of this Agreement.
2.6 The Owner and Lessee shall each use the Improvements at all times during the term of
this Agreement in a manner that: (i) is consistent with the City's Comprehensive Zoning
Ordinance, as amended, and (ii) that is consistent with the general purposes of encouraging
development or redevelopment within the Zone.
2.7 Owner agrees to provide to the Lessee, the benefit of the tax abatement of the
Improvements granted herein. Owner shall, upon written request, provide the City, with
satisfactory evidence that the benefits of this Tax Abatement Agreement have been provided to
Lessee.
2.8 The Owner shall lease the Improvements to the Lessee for a period of at least forty (40)
years commencing on the Lease Inception Date
2.9 The Lessee shall lease the Improvements from the Owner for a period of at least forty
(40) years commencing on the Lease Inception Date.
2.10 Beginning on the Lease Inception Date and continuing for a period of forty (40) years
thereafter the Lessee shall continuously lease and occupy the Improvements.
2.11 The Owner shall have submitted and obtained approval of the Plans prior to
Commencement of Construction of the Improvements.
Article III
Tax Abatement Authorized by City
3.1 City represents that this Agreement is authorized by the Tax Code, is in accordance with
the Tax Abatement Guidelines and the Tax Code, and has been approved by the governing body
of the City.
3.2 Subject to the terms and conditions of this Agreement, the City hereby grants Owner an
abatement of fifty percent (50%) of the Taxable Value of the Improvements and grants the Lessee
an abatement of fifty percent (50%) of the Taxable Value of the Tangible Personal Property, for a
period of ten (10) consecutive years commencing the First Year of Tax Abatement. The actual
percentage of taxes subject to abatement for the Improvements shall apply only to that portion of the
Taxable Value of the Improvements that exceeds the Taxable Value of the Improvements for the
Allen JaRyCo LLC/ Twin Creeks Hospital LPTAX ABATEMENT AGREEMENT 62961
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year in which this Agreement was executed. The actual taxes subject to abatement for the Tangible
Personal Property shall apply only to the Tangible Personal Properly located at the Premises
subsequent to the execution of this Agreement.
3.3 The period of tax abatement herein authorized shall be ten (10) consecutive years, beginning
the First Year of Tax Abatement.
3.4 During the period of tax abatement herein authorized, Owner and Lessee shall each be
subject to all City taxation not abated, including but not limited to, sales tax and ad valorem
taxation.
Article IV
Improvements
4.1 Owner owns or is under contract to purchase the Land and agrees to construct or cause to be
constructed the Improvements. Nothing in this Agreement shall obligate Owner to construct the
Improvements on the Land but said action is a condition precedent to tax abatement pursuant to this
Agreement. Lessee intends to locate and maintain Tangible Personal Property at the Premises.
Nothing in this Agreement shall obligate Lessee to locate and maintain Tangible Personal Property
at the Premises, but said action is a condition precedent to tax abatement pursuant to [his
Agreement.
4.2 As a condition precedent to the initiation of tax abatement pursuant to this Agreement,
Owner will diligently and faithfully, in a good and workmanlike manner, pursue the
Commencement of Construction within 240 days after the Effective Date and, subject to events of
Force Majeure, to cause Completion of Construction to occur within 15 calendar months thereafter,
as good and valuable consideration for this Agreement, and all construction of the Improvements
will be in substantial accordance with all applicable state and local laws, codes, and regulations, (or
valid waiver thereof) provided, Owner shall have such additional time to complete and maintain the
Improvements as may be required in the event of "Force Majeure," if Owner is diligently and
faithfully pursuing completion of the same.
4.3 Subject to events of casualty, condemnation, or Force Majeure, Owner and Lessee each
agree to maintain the Premises in substantial accordance with all applicable state and local laws,
codes, and regulations for a period of not less than ten (10) years beginning with the First Year of
Abatement.
4.4 The combined Taxable Value of the Improvements and the Tangible Personal Property,
excluding the Land, shall be at least Ten Million Dollars ($10,000,000) (the "Minimum Taxable
Value") as of the First Year of Abatement and as of January 1 of each calendar year thereafter for a
period of ten (10) consecutive years. The failure of the Improvements and the Tangible Personal
Property to have a Taxable Value of at least Ten Million Dollars ($10,000,000) as of the First Year
of Abatement and as of January 1 of each calendar year thereafter for a period of ten (10)
consecutive years shall not be considered a breach or an event of default subject to termination
under Section 5.1 hereof and the recapture of abated taxes; provided however the Owner and
Lessee, jointly or singularly, timely and without protest or contest, pay as liquidated damages to the
Allen JaRvCo LLC/ Twin Creeks Hospital LPTAX ABATEMENT AGREEMENT 62961
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City a sum equivalent to the amount of ad valorem taxes that would be assessed against the
Improvements and the Tangible Personal Property based on the Minimum Taxable Value less the
amount of taxes that would be abated hereunder if a fifty percent (50°/a) tax abatement is applied to
the Minimum Taxable Value for such property, less any taxes previously paid Owner and Lessee
for such tax year. The failure to pay such liquidated damages shall be considered an event of
default subject to termination of this Agreement in accordance with Section 5.1 hereof The
Minimum Taxable Value and payment obligations of the Owner and the Lessee set forth in this
Section shall survive termination. The parties acknowledge that the Taxable Value of the
Improvements and the Tangible Personal Property may be subject to change as a result of an
administrative protest and/or judicial contest by the Owner and/or Lessee and that such protest
and/or contest may occur subsequent to the certification date of the appraised roll by the chief
appraiser for the Collin County Appraisal District, or its successor. It is the intention of the
parties that in the event the combined Taxable Value of the Improvements and the Tangible
Personal Property falls below the stated Minimum Taxable Value at anytime, that the Owner
and/or the Lessee shall timely pay to the City liquidated damages an amount equivalent to the
property taxes for the Improvements and the Tangible Personal Property calculated based upon
the Minimum Taxable Value with the benefit of the tax abatement provided herein.
4.5 The City, and its agents and employees, shall have the right of reasonable access to the
Improvements to inspect the Improvements at reasonable times during normal business hours
and with reasonable notice to Owner and Lessee, and in accordance with visitor access and
security policies of the Owner and Lessee, in order to insure that the construction is in substantial
accordance with this Agreement and all applicable state and local laws and regulations (or valid
waiver thereof).
Article V
Default; Recapture of Abated Taxes
5.1 In the event that (i) Owner fails to construct the Improvements in substantial accordance
with this Agreement or in substantial accordance with applicable State or local laws, codes or
regulations; (ii) Owner and/or Lessee has delinquent ad valorem or sales taxes owed to the City
(provided Owner and/or the Lessee retains the right to timely and properly protest and/or contest
such taxes or assessment); (iii) Owner and/or Lessee commits any breach of this Agreement; or
(iv) upon the occurrence of any "Event of Bankruptcy or Insolvency" of Owner and/or Lessee,
then Owner and Lessee, after the expiration of the notice and cure periods described herein, shall
be in default of this Agreement.
5.2 Upon breach by Owner and/or Lessee of any obligations under this Agreement, the City
shall notify Owner and Lessee in writing. Owner and Lessee shall have thirty (30) days from
receipt of the notice of breach in which to cure any such default. If the default cannot reasonably
be cured within a thirty (30) day period, and Owner and/or Lessee has diligently pursued such
remedies as shall be reasonably necessary to cure the default, then the City may, in its discretion,
extend the period in which the breach must be cured.
Allen JaRvCo LLC/ Twin Creeks Hospital LPTAX ABATEMENT AGREEMENT 62961
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5.3 If the Owner and/or Lessee fails to cure the default within the time provided herein or, as
such time period may be extended, the City shall, at its sole option, have the right to terminate this
Agreement by written notice to Owner and Lessee (such termination, a "default termination').
5.4 As liquidated damages in the event of a default termination, the Owner and Lessee shall,
within thirty (30) days after written notice of termination is provided to the Owner and Lessee pay
to the City all taxes which otherwise would have been paid to the City for the Improvements and the
Tangible Personal Property without benefit of the tax abatement with interest at the statutory rate for
delinquent taxes as determined by Section 33.01 of the Texas Code, as amended, but without
penalty. The paries acknowledge that the actual damages in the event of a default termination
would be speculative and difficult to determine. The parties further agree that any abated tax,
including interest as a result of this Agreement, at the statutory rate for delinquent taxes, shall be
recoverable against Owner and Lessee, and shall constitute a tax lien against the Premises and the
Tangible Personal Property, and shall become due and owing, and shall be paid to the City within
thirty (30) days after temtination. The City shall have all remedies for the collection of the abated
tax provided generally in the Tax Code for the collection of delinquent property tax. The City at its
sole discretion has the option to provide a repayment schedule. The computation of tax abated for
the purposes of the Agreement shall be based upon the full Taxable Value of the Improvements and
the Tangible Personal Property without tax abatement, for the years in which tax abatement
hereunder was received by Owner and Lessee respectively, as determined by the Collin County
Appraisal District, multiplied by the tax rate for the years in question, as calculated by the City Tax
Assessor -Collector. The liquidated damages shall incur penalties as provided for delinquent taxes
and shall commence to accrue thirty (30) days after notice of termination is provided to the Owner
and Lessee.
Article VI
Annual Application for Tax Exemption
It shall be the responsibility of Owner and Lessee, pursuant to the Tax Code, to each file an
annual exemption application form with the Chief Appraiser for Collin County Appraisal District,
or its successor, in which the eligible taxable property has situs. A copy of each exemption
application shall be submitted to the City upon request.
Article VII
Annual Rendition
7.1 Owner shall annually render the value of the Improvements to the Collin County Appraisal
District and provide a copy of the same to the City upon written request.
7.2 Lessee shall annually render the value of the Tangible Personal Property to the Collin
County Appraisal District and provide a copy of the same to the City upon written request.
Article VIII
Miscellaneous
8.1 Assignment. This Agreement shall be binding on and inure to the benefit of the parties to it
and their respective heirs, executors, administrators, legal representatives, successors, and permitted
Allen JaRyCo LLC/ Twin Creeks Hospital LPTAX ABATEMENT AGREEMENT 62961
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assigns. This Agreement may not be assigned by Owner and/or Lessee to any person or entity
without the prior written consent of the City.
8.2 Notice. All notices required by this Agreement shall be addressed to the following, or
such other party or address as the parties designate in writing, by certified mail, postage prepaid,
return receipt requested, or by hand delivery:
If intended for City, to:
City of Allen
Attn: City Manager
One Allen Civic Plaza
305 Century Parkway
Allen, Texas 75013
If intended for Owner, to:
JaRyCo Development, LLC
1333 W. McDermott, Suite 150
Allen, Texas 75013
ATTN: Bruce Heller
If intended for Lessee, to:
Twin Creeks Hospital, LP
Twin Creeks Hospital
1000 Raintree Circle
Allen, Texas 75013
ATTN: Chief Executive Officer
With copy to:
SeniorHealth
49 Music Square West, Suite 502
Nashville, Tennessee 37203
Telephone: 615.321.5577
ATTN: Kevin D. Lee, President
With a copy to:
Peter G. Smith
Nichols, Jackson, Dillard,
Hager and Smith
1800 Lincoln Plaza
500 N Akard Plaza
Dallas, TX 75201
8.3 Authorizations. This Agreement was authorized by ordinance of the City Council
authorizing the Mayor to execute this Agreement on behalf of the City.
8.4 Severability. In the event any section, subsection, paragraph, sentence, phrase or word
herein is held invalid, illegal or unconstitutional, the balance of this Agreement, shall be
enforceable and shall be enforced as if the parties intended at all times to delete said invalid
section, subsection, paragraph, sentence, phrase or word; and such invalid, illegal,
Allen 1 RvCo LLC/ Twin Creeks Hospital LPTAX ABATEMENT AGREEMENT 62%1
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unconstitutional or unenforceable section, subsection, paragraph, sentence, phrase or word shall
be substituted by a section, subsection, paragraph, sentence, phrase or word as near in substance
thereto m may be valid, legal, constitutional and enforceable.
8.5 Applicable Law. This Agreement shall be construed under the laws of the State of Texas.
Venue for any action under this Agreement shall be the State District Court of Collin County,
Texas. This Agreement is performable in Collin County, Texas. The parties agree to submit to
the personal and subject matterjurisdiction of said court.
8.6 Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and constitute one and the same instrument.
8.7 Entire Agreement. This Agreement embodies the complete agreement of the parties
hereto, superseding all oral or written previous and contemporary agreements between the parties
and relating to the matters in this Agreement, and except as otherwise provided herein cannot be
modified without written agreement of the parties to be attached to and made a part of this
Agreement.
8.8 Incorporation of Recitals. The determinations recited and declared in the preambles to
this Agreement are hereby inwrporated herein as part of this Agreement.
8.9 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all
purposes, whatever reference is made to the same.
8.10 Survival of Covenants. Any of the representations, warranties, covenants, and obligations
of the parties, as well as any rights and benefits of the parties, pertaining to a period of time
following the termination of this Agreement shall survive termination.
8.11 Contingencies. This Agreement and the obligations of the City hereunder are contingent
upon: (i) the Owner closing its purchase of the Land on or before June 15, 2006; and (ii) The
Owner and Lessee entering into the Lease on or before February 1, 2006.
(Signature Page to Follow)
Allen JaRvCo LLC/ Twin Creeks Hospital LPTAX ABATEMENT AGREEMENT 62961
— Page 9
EXECUTED in duplicate originals the/-' of 01M e-' 2006.
City of Allen, Texas
By:
STEPHEN TERRELL, MAYOR
ATTEST:
By: _
S- HE LEY GEORG , CITY SEC�Y
APPROVED AS TO FORM:
By: ��
PETER G. sNuTH, CITY ATTORNEY
EXECUTED in duplicate originals the q — day of YHda1 , 2006.
JaRyCo Development, LLC, a Texas limited
liability company
By:
Name: tu,�.
Tile: (LAs�o►r"(
EXECUTED in duplicate originals the lx4k day of M a), , 2006.
Twin Creeks Hospital, LP, a Texas limited
partnership d/b/a SeniorHealth
Incorporated
By:�
Name,,;, D. Let
Title: P. X14 .r
Allen JaRvCo LLC/ Twin Creeks Hospital LPTAX ABATEMENT AGREEMENT 62%1
- Page 10
City's Acknowledgment
STATE OF TEXAS
COUNTY OF COLLIN
�JThis instrument was acknowledged before me on the _ 'day of
lGrxi 2006 by Stephen Terrell, as Mayor of the City of Allen, Texas.
CCNIR l l Notary Public In and Yor the State of Texas
My C
ilb •INI
Owner's Acknowledgement
STATE OF TEXAS
COUNTY OF COLLIN
y� This instrument was acknowledged befion me oD—tbe i5�1+(1 day of
1'TG� 2006, �b�p" �G K,�rF[-cr,
the G.A d AnT of JaRyCo Development LLC a
of said company.
`:7G:w„ CYNTHIA K. HE0.EK A I /].
_`�' ,``4� Notary Public, State of Texas //` �4 fQ
"$��of My Commission Expires
r+.„!I;;,f repraaly sp, 2aoe Nota0lublic In and For the State of Texas
M ommission Expires:
b. 10 o [`fib
Lessee's Acknowledgement
STATE OF �W §
COUNTY OF �0,01 §
This instrument w, sw, s acknowledged before me on the L day of
JJW 2006, by L > the of Twin Creeks
Hospitf, LP a Texas limited partnership on behalf 6f the said partnersh
ip
.
N'o)afy`Publi n and For the State of
-TjL-
MI Commission Expires
aw
Allen JaRYCo LLC/ Twin Creeks Hospital LPTAX ABATEMENT AGREEMENT 61961
-Page 11
Exhibit "A"
Legal Description of the Land
DESCRIPTION, of a 3.506 acre tract of land situated in the W.J. Jackson Survey, Abstract No.
484, Collin County, Texas, said tract being part of Lot 1 R-2, Block G, Lots 1 R-2 and Lot 8, Block
G, Bray Central One, an addition to the City of Allen, Texas recorded in Cabinet O, Page 222 of
the Plat Records of Collin County, Texas; said tract also being part of that certain tract of land
described in Special Warranty Deed to Bossy Boots Holdings, Ltd., recorded in Volume 5398,
Page 6447 of the Deed Records of Collin County, Texas, said 3.506 acre tract being more
particularly described as follows:
BEGINNING, at a Y' cut in concrete found in the westerly right-of-way line of Raintree Circle (a
variable width right-of-way); said point being the northeast comer of said Lot 1 R-2 and the most
easterly southeast corner of Lot 8, Block G of said addition; said point also being in a non -tangent
curve to the right;
THENCE, in a southwesterly direction, along the said westerly line of Raintree Circle and the
easterly line of said Lot IR -2 the following two (2) calls;
Along said curve to the right, having a central angle of 20 degrees, 02 minutes, 09
seconds, a radius of 737.94 feet, a chord bearing and distance of South 30 degrees,
40 minutes, 48 seconds West, 256.74 feet, an arc distance of 258 05 feet to a 5/8 -inch
iron rod found at the end of said curve, said point also being the beginning of a
compound curve to the right;
Along said curve to the right, having a central angle of 07 degrees, 12 minutes, 59
seconds, a radius of 1810.00 feet, a chord bearing and distance of South 44 degrees,
18 minutes, 21 seconds West, 227.82 feet, an arc distance of 227.97 feet to a point for
comer; said point being the most easterly corner of a 25 foot Utility and Access
Easement recorded in Cabinet G, Page 121 of said Plat Records,
THENCE, North 35 degrees, 32 minutes, 24 seconds West, departing the said westerly line of
Raintree Circle, traversing said Lot 1 R-2 and along the northeast line of said utility and access
easement, a distance of 393.53 feet to a point for comer, from which point a 1/2 -inch iron rod was
found bearing South 52 degrees 59 minutes East, 0 9 feet; said point being the northeast comer
of said utility and access easement and a reentrant corner of said Lot 1R-2; said point also being
the southeast comer of Lot 5, Block G of Bray Central One, an addition to the City of Allen,
Texas, according to the plat recorded in Cabinet G, Page 121 of said Plat Records;
THENCE, North 00 degrees, 48 minutes, 06 seconds West, departing said utility and access
easement and along a west line of said Lot 1 R-2 and the east line of said Lot 5, a distance of
210.00 feet to a point for corner, from which point a'Y'cut in concrete was found bearing South
15 degrees 56 minutes West, 0.4 feet and a 1/2 -inch iron rod was found bearing South 24
degrees 56 minutes East, 0 4 feet; said point also being a reentrant corner of said Lot 1 R-2 and
the northeast comer of said Lot 5;
THENCE, North 47 degrees, 53 minutes, 01 seconds West, departing the said west line of Lot
1 R-2, and the said east line of Lot 5 and along the northeast line of said Lot 5 and the most
northerly south line of said Lot 1 R-2, a distance of 5.47 feet to a point for corner; said point also
being the most northerly southwest comer of said Lot 1 R-2 and the most southerly southeast
corner of Lot 3R, Block G, Bray Central One, an addition to the City of Allen, Texas according to
the plat recorded in Cabinet O, Page 111 of said Plat Records;
THENCE, North 00 degrees, 48 minutes, 06 seconds West, departing the said northeast line of
Lot 5 and the said south line of Lot 1 R-2 and along the most northerly west line of said Lot 1 R-2,
and the most westerly east line of said Lot 3R, a distance of 9.68 feet to a 1/2 -inch iron rod with
unreadable cap found for corner; said point being the most northerly northwest corner of said Lot
1 R-2 and the southwest corner of said Lot 8;
THENCE, departing the said east line of Lot 3R and the said west line of Lot 1 R-2, along the
north line of said Lot 1 R-2 and the south line of said Lot 8, the following three (3) calls;
South 70 degrees, 08 minutes, 16 seconds East, a distance of 443.39 feet to a 1/2 -
inch iron rod with unreadable cap found for corner; said point also being the beginning
of a non -tangent curve to the left;
In a northerly direction, along said curve to the left, having a central angle of 02
degrees, 42 minutes, 42 seconds, a radius of 633.44 feet, a chord bearing and
distance of North 22 degrees, 01 minutes, 05 seconds East, 29.98 feet, an arc
distance of 29.98 feet to a "+^ cut in concrete found for corner at the end of said curve,
South 69 degrees, 20 minutes, 16 seconds East, a distance of 104.48 feet to the
POINTOF BEGINNING;
CONTAINING, 152,731 square feet or 3 506 acres of land, more or less.
'11 ay and R.CPryad
0"Icial PubllP Raacrys
Brenda Taylor, County Clark
C9111n County, TEXAS
07/14/2006 12 17 OS PM
$64 00 9PETERSM
20060714000990370