2017-140ORDINANCE NO. 2017-140
AN ORDINANCE APPROVING AN ADVANCED COSTS REIMBURSEMENT
AGREEMENT BETWEEN EPIC DEVELOPMENT, INC., COLUMBIA MEDICAL CENTER
OF DENTON SUBSIDIARY, L.P., AND THE CITY OF DENTON REGARDING
REIMBURSEMENT TO THE CITY FOR REMOVAL OF UNAUTHORIZED
OBSTRUCTIONS FROM A TRANSMISSION LINE EASEMENT; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City Council of the City of Denton deems it is in the public interest and
serves a municipal and public purpose to enter into an Advanced Costs Reimbursement Agreement
with Epic Development, Inc., a Delaware corporation, and Columbia Medical Center of Denton
Subsidiary, L.P., a Texas limited partnership, regarding reimbursement to the City for the removal
of unauthorized obstructions from a transmission line easement; NOW, THEREFORE;
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. City Council finds that the Advanced Costs Reimbursement Agreement
between Epic Development, Inc., a Delaware corporation, and Columbia Medical Center of
Denton Subsidiary, L.P., a Texas limited partnership, and the City serves a valid municipal and
public purpose and is in the public interest.
SECTION 2. The City Manager, or his designee, is authorized to execute the Advanced
Costs Reimbursement Agreement between Epic Development, Inc., a Delaware corporation, and
Columbia Medical Center of Denton Subsidiary, L.P., a Texas limited partnership, and the City,
in the form substantially similar to the attached Exhibit "A". The City Manager is authorized to
carry out the City's rights and duties under the Advanced Costs Reimbursement Agreement
including authorization for the expenditure of funds provided for in the same.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the
ATTEST:
JENNIFER WALT6ERS,• "IT SECRETARY
r
BY: _l
APPRUD AS "O LEGAL FORM:
AARON LEAL, INTER ' 'Y ATTORNEY
BY:
day or 2017.
C IIS AT" �"S, YOR
EXHIBIT A
TO
ORDINANCE
ADVANCED COSITS REIMBURSEMENT AGREEMENT
THIS ADVANCED COSTS REIMBURSEMENT AGREEMENT (the "Agreement")
is by and between the EPIC DEVELOPMENT, INC. a Delaware corporation, ("EPIC"),
COLUMBIA MEDICAL CENTER OF DENTON SUBSIDIARY, LP, a Texas limited
partnership, doing business as MEDICAL CITY DENTON ("MEDICAL CITY DENTON"),
and the CITY OF DENTON, a Texas home -rule municipal corporation, ("DENTON").
RECITALS
WHEREAS, the Texas Municipal Power Agency ("TMPA") owns, and the CITY
maintains, under a separate agreement with TMPA, a 138Kv electric transmission line
("Transmission Line") located on an property owned by EPIC and which is burdened
with an easement for the location of the Transmission Line with the same being
depicted on the attached Exhibit "A" ("Property"); and
WHEREAS, the easement for the Transmission Line was granted by EPIC to
TMPA on November 29, 1993 and recorded in the Denton County Real Property
Records under Document No. 94-R0007256 ("Easement" and a copy of the same is
attached as Exhibit "B"); and
WHEREAS, the Easement states that "Grantee shall have the right to remove or
prevent the construction of any or all buildings, structures and obstructions within such
easement. If any such buildings, structures or obstructions are hereafter constructed or
permitted by Grantor to exist within the easement without prior written consent of
Grantee then Grantee shall have the right to remove the same and Grantor agrees to
pay to Grantee the reasonable cost of such removal."; and
WHEREAS, the required ground clearance of the Transmission Line, as set by
the National Electric Safety Code, has been compromised by the unauthorized dumping
of dirt within the boundaries of the Easement as depicted on Exhibit "C"; and
WHEREAS, the CITY has notified MEDICAL CITY DENTON of the need to
restore the required ground clearance and the cost for the CITY to do the same at a
total cost of $98,000.00;
WHEREAS, MEDICAL CITY DENTON has determined that it is more cost
effective to have the CITY remove the dirt, grade out the Property and restore the
required ground clearance of the Transmission Line; and
WHEREAS, the CITY, at a total cost of $98,000.00, will remove the dirt, grade
the Property and restore the required ground clearance of the Transmission Line; and
WHEREAS, the CITY will be responsible for paying the contractor who
completed the work on its behalf; and
Advanced Costs Reimbursement Agreement Page 1 of 8
WHEREAS, MEDICAL CITY DENTON has agreed to reimburse the CITY, and
EPIC guaranty the payment to the CITY, for the total cost of the dirt removal and
restoration of the ground clearance of the Transmission Line;
NOW, THEREFORE, in consideration of the mutual representations, covenants
and promises herein contained, and for other valuable consideration, the receipt and
sufficiency of which is acknowledged, the parties agree as follows:
Section 1. Recitals. EPIC, MEDICAL CITY DENTON, and CITY are in full
and complete agreement with the recitals set forth above and the obligations imposed
on EPIC under the Easement.
Section 2. Payment Odbli ation of MEDICAL CITY DENTON. MEDICAL
CITY DENTON will pay to CITY the amount of $98,000.00 in accordance with the terms
of the promissory note attached as Exhibit "D" and will execute the same
contemporaneously with the execution of this Agreement.
Section 3. Ouaran Obll ation of EMC. EPIC will guaranty MEDICAL CITY
DENTON's payment obligation in accordance with the terms of the guaranty attached
as Exhibit "D" and will execute the same contemporaneously with the execution of this
Agreement.
Section 4. R overnin Law; Remedies; No Walver. This Agreement and the
rights of the parties under it will be governed by and construed in all respects in
accordance with the laws of the State of Texas. Any action or judicial proceeding
arising out of this Agreement shall be filed and prosecuted in Denton County, Texas,
and MEDICAL CITY DENTON and EPIC consent to such venue. MEDICAL CITY
DENTON and EPIC agree to pay all reasonable costs of collection if incurred by CITY,
including, but not limited to, attorneys' fees. If any suit or action is instituted to enforce
this Agreement, MEDICAL CITY DENTON and EPIC agree to pay, in addition to the
costs and disbursements otherwise allowed by law, all expenses of CITY incurred in
collection. This includes, but is not limited to, subject to any limits under applicable law,
CITY's actual attorneys' fees and legal expenses whether or not there is a lawsuit,
including attorneys' fees and legal expenses for bankruptcy proceedings (including
efforts to modify or vacate any automatic stay or injunction), appeals and any
anticipated post judgment collection services. If not prohibited by applicable law,
MEDICAL CITY DENTON and EPIC will also pay any court costs, in addition to all other
sums provided by law. All rights or remedies of CITY hereunder or otherwise available
at law or in equity shall be cumulative, and no one right or remedy shall be deemed
exclusive of the other, or any other right or remedy conferred by law or equity. No
failure on the part of CITY to exercise, and no delay in exercising, any right, power or
remedy will operate as a waiver thereof, nor will any single or partial exercise by CITY
of any right, power or remedy preclude any other or future exercise thereof or the
exercise of any other right, power or remedy.
Advanced Costs Reimbursement Agreement Page 2 of 8
Section 5. Arnen+dment; Assignment. This Agreement shall not be altered or
otherwise amended except by an instrument in writing signed by all parties. This
Agreement and all of the provisions hereof shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted assigns, but
neither this Agreement nor any of the rights, interests or obligations hereunder may be
assigned or otherwise transferred by MEDICAL CITY DENTON or EPIC without the
prior written consent of CITY, which consent CITY can withhold in its sole and absolute
discretion, and any purported assignment or other transfer without such consent shall
be void and of no force and effect.
Section 6. Notices. Unless otherwise provided in this Agreement, any and all
notices required or permitted under this Agreement, the Promissory Note, or the Guaranty
shall be in writing and given by mail, facsimile, or in person to the parties at the address
set forth below:
City of Denton
c/o Denton Municipal Electric
1659 Spencer Rd
Denton, Texas 76205
Attention: General Manager
Fax (940) 349-7334
City of Denton
c% City. Attorney's Office
215 E. McKinney St.
Denton, Texas 76201
Fax (940) 382-7923
EPIC:
Epic Development, Inc.
P.O. Box 570
Nashville, Texas 37202-0570
Fax (940)
MEDICALCITY DENT'ON:
Columbia Medical Center of Denton Subsidiary, LP
3535 S. Interstate 35 East
Denton, Texas 76210-6850
Fax
Advanced Costs Reimbursement Agreement Page 3 o --f8
If notice is given in person, such notice shall be deemed delivered upon personal delivery.
If notice is given by facsimile, such notice shall be deemed delivered upon confirmation of
transmittal. If notice is given by mail, such notice shall be deemed to have been delivered
five (5) days following deposit in U.S. mail, postage prepaid, certified mail, return receipt
requested. Any party may change its notice address by giving notice to the other party as
provided in this Section 8.
Section 7. N2 Thlyd Party Beneficiaries. Nothing in this Agreement shall be
interpreted or construed as creating any rights or privileges of any kind whatsoever in
persons or entities who are not parties to this Agreement. Nothing in this Agreement
shall be intended or deemed to create a partnership, joint venture, or other similar
relationship between the parties hereto.
Section 8. Entire Agreement; Construction. This Agreement, Promissory
Note and Guaranty constitute the final and complete expression of the parties with
respect to the subject matter hereof, and replace and supersede all prior
understandings with respect thereto. This Agreement, Promissory Note and Guaranty
have been negotiated by MEDICAL CITY DENTON, EPIC and CITY, and their
respective legal counsel, and the parties specifically agree that any legal or equitable
principles that might require the construction of this Agreement, Promissory Note or
Guaranty, or any provision of this Agreement, Promissory Note or Guaranty, against the
party drafting will not apply in any construction or interpretation of this Agreement,
Promissory Note or Guaranty. The section headings contained herein are for
convenience and reference only and are not intended to define or limit the scope of any
provision of this Agreement.
Section 9. AMItorit
y. The signatories to this Agreement, Promissory Note and
Guaranty represent that they have the power and requisite authority to bind the
respective party to perform the obligations set out in this Agreement, Promissory Note,
and Guaranty.
A. MEDICAL CITY" DENTON. MEDICAL CITY DENTON represents,
warrant, covenants and agrees that it has the full, complete, and absolute
authority to enter into this Agreement and Promissory Note; that it is a Texas
limited partnership organized under the laws of the State of Texas and is in good
standing under Texas law; that this Agreement and Promissory Note have been
duly authorized by its board of directors and any other body, person, or entity
whose approval is required; and that this Agreement and Promissory Note are
binding and enforceable agreements of and against MEDICAL CITY DENTON in
accordance with their terms.
B. EPIC. EPIC represents, warrant, covenants and agrees that it has
the full, complete, and absolute authority to enter into this Agreement and
Guaranty; that it is a Delaware corporation organized under the laws of the State
of Delaware, is in good standing under Delaware law; is duly authorized to
Advanced Costs Reimbursement Agreement Page 4 of 8
conduct business in the State of Texas law; that this Agreement and Guaranty
have been duly authorized by its board of directors and any other body, person,
or entity whose approval is required; and that this Agreement and Guaranty are
binding and enforceable agreements of and against EPIC in accordance with
their terms.
C. CITY. CITY represents, warrant, covenants and agrees that it has
the full, complete, and absolute authority to enter into this Agreement and accept
the obligations due it under both the Promissory Note and Guaranty; that it is a
Texas- home -rule corporation organized under the laws of the State of Texas and
is in good standing under Texas law; and that this Agreement, Promissory Note,
and Guaranty have been duly authorized by its council
Section 10. Counterparts. For the convenience of the parties hereto, this
Agreement may be executed, including by facsimile signature, in one or more
counterparts, each identical to the other, so long as the counterparts in a set contain the
signatures of all the parties to this Agreement, and shall bind the parties when each
party has received a set containing the signature of all.
Section 11. Effective Date. The effective date of this Agreement is the date the
same is executed by the CITY.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first herein above written.
----- Signature Pages Follow -----
Advanced Costs Reimbursement Agreement Page 5 of 8
EPIC DEVELOPMENT, INC., a C, laware corporation
By:
s a ure
Nicholas L. Paul
Printed Name
Title
Executed on the day of��
2017.
Advanced Costs Reimbursement Agreement Page 6 of 8
COLUMBIA MEDICAL CENTER OF DENTON SUBSIDIARY, LP, a Texas limited
.partnership, by and through its general partner, COLUMBIA NORTH TEXAS
SUBSIDIARY, GP41-C, a Rxas limited liability company
By: V
`SignnName
Prin
C'. �.�•
Title
Executed on the day of
, 2017.
Advanced Costs Reimbursement Agreement Page 7 of 8
CITY OF DENTON, a Texas home -rule municipal corporation
By:
Todd, Hileman, City Manager, under
the thority of Ordinance No. 2017 -
Executed on the� day of , 2017.
R/ED
S TO LEG�' AL FORM,
' A rr
y: � �
'J
Aaron Leal, Interim City Attorney
Advanced Costs Reimbursement Agreement Page 8 of 8
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EXHIBIT B
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ADVANCED COSTS REIMBURSEMENT AGREEMENT
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" iTEXAS MUNICIPAL POWER AGENCY•••;•
' (TMPA) '
C.
STATE
STATE OF TEXAS :§
§ KNOW ALL MEN BY THESE PRESENTS:
'COUNTY -OF DENTON $
That Epic Development, Inc. ,.
of Denton County, Texas, hereinafter call ed }"'Grantor," whether one or sore, for
and in consideration of Ten Dollars ($10.00), and other good and valuable
co' ideration, to Grantor in -hand paid by the Texas Municipal Power Agency, a
municipal corporation and political subdivision of the State of Texos, which is
located two and one-half miles north of Carlos, Texas on FM 244, and whose
mailing address is P.O. Box 7000, Bryan, Texas 77805, hereinafter called
"Grantee," has granted, sold and conveyed and by these presents'does grant, sell
and convey unto Grantee'an easement and right of way for the purpose'of erecting,
operating, maintaining,and servicing thereon one 'or more electric power and/or
communication lines, each consisting of a'variable,'nuumber of wires, and all
necessary or desirable appurtenances, attachmegts and '.complete supporting
structures,, including foundations, guy wires and guy adchoraget, and structural
components-over.,,across and upon that, real property situated in Denton
County, Texas, and more particularly described as foil
ATTACHED AS "E;CHIBIT A"
Grantee shall have the right to construct,• operate,. improve, reconstruct,
increase or reduce the capability, repair, relocate, inspect, patrol, maintain
or remove such lines within.such easement as Grantee may from time to time find
necessary, convenient or desirable to -erect thereon and all rights necessary or
convenient for full use of the above grant, including reasonable -access over,
across and upon the above referenced land to such easement.
Grantee •shalI have the right to trim or -remove trees and shrubbery to the extent
necessary. in the sole judgement of Grantee, to prevent possible interference
With the operation of such lines or to remove possible hazards thereto, together
with the right to put gates in existing fences within.such easement.
Grantee shall have the right to remove or prevent the construction of any. or all
buildings, structures and obstructions within such easement. If any such
buildings, structures or obstructions are hereafter constructed or permitted by
M
feet high across such easement, provided that gates*or openings 12 feet Mde or
more are installed therein; to provide Grantee reasonable accoss to all parts of
such easements; and to lay out, dedicate, construct, intaind use such roads,
streets alleys, railroad tracks, underground telephone cables and conduits, and
oil, gas, water and sewer pipeline's as will not interfere with•the'rights of
Grantee; provided that all such facilities shall be properly grounded, and' shall
be so constructed as to provide with respect to Grantee's lines and other
facilities the minimum cl earauces, provided by 1 aw, ;and recognized as standard in
the electrical industry. ,•
TO HAVE AND TO HOLD the above easement and right of -way unto Grantee, its
successors and assigns, until all of such lines and supporting structures shall
have been completely abandoned and no future use of the same contemplated by
Grantee, and in that event such easement and right of way shall cease and all
rights herein granted shall terminate and revert to Grantor, Grantor's heirs.
successors and assigns; and is binding upon the.Grentor Grantor's,heirs, and
legal represontatives, to warrant and forever defend the'above described easement
and right of way unto Grantee, its successors and assigns, against every person
whosoever lawfully claiming or to claim the same or.any part thereof.
This agreement,, together with the
constitute a covenant running with
successors and'' assigns,.,: The right
assigned either.in whole or in part.
EXECUTE, this - day. of -
AFM
THE STATE OF TEXAS §
COUNTY OF §
other provisions of this 'grant, 'shall
the land for the benefit of Grantee, its
hereby, granted .i s,. severabl a and may be
A.D. 19
BEFORE NE, the undersigned, a Notary public in and for said County and
State, on this day personally appeared A. �,4 AJ�ArtR
known to me to be the person w whose name • subscribed to the foregoing.
instrument, and acknowledged to that he— executed the same for the
purposes and consideration therein expressed..
Given under may hand and seal of offsce.this
day of ,
Notary Public
(Seal) ' Com mi ssi on: expi re'SL2ZE
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EXHIBIT "All
LEGAL DESCRIPTION!
BEING 3.469 acres of land located in the DAMN% LUWRT SURVEY,
Abstract No. 784 and the M. E. P. & P. R. R. COMPANY SURVEY
S ey, stra No. 950, Denton County, Texas, being a portion
of a tract of land described in deed to Epic Development# Xno.,
recorded in Volume 3245, Paa 699 of the Real Property Records of
Denton, County, Texas and beyng more particularly described as
follows:
BEGINNING at a point in the -Nor ;right -of -line of Colorado
Boulevard (an 80 Foot arida right-of-way) as shown by the plat
recorded in Cabinet F, Page 125 of the Plat Records of Denton
County, Texas, lying N 851159'23"W, 75.+9 feet and N 04.000137" r
40.00 feet from the intersection of the canterli of said.
Colorado Boulevard (an 80 foot wide right-of-way) and the
centerline of Mayhill Road (a 120 foot wide right-of-way);
TRENCH N 85.59123"W along the North right-of-way line of said
Colorado Boulevard (an 80 foot Wide right-of-way),, 70.06
feet to a point;
THENCE N 011038 -*371E, 131.87 feet to a pointy
THENCE N 44039055"W, 887.47 feet to a pointy
THENCE N 67.32119"W, 874.74 feet to a point in the Northeast
right-of-way line of said Colorado Boulevard (an 80 foot
wide right-of-way)
THENCE along the Northeast right-of-way line of said Colorado
Boulevard (an 80 foot wide right-of-way) as follows:
N 39028116"W, 10.06 feet to the Beginning of a Curve to
the Left;
NORTHWESTERLY, 80.05 feet along said Curve to the Left,
having a radius of 640.00 feet, a central angle of
07410100" and a chord bearing N 43.03116"W, 80.00 feet to
a point in the Northeast line of a 70 foot wide Texas
Municipal Power Agency easement described in Volume 1622,
Page 312 of the Real Property Records of Denton County,
Texas;
THENCE N 3 9 28.16"W along the Northeast right-of-way line of said
70 foot wide easement, 89.50 feet to a point;
THENCE S 67.32119"E, 1025.86 feet to a pointy
THENCE S 44.39155"Er 957.30 feet to a point;
THENCE 8 01.38037NWl 164.70 feet to the PLACE OF BEGINNING,
containing 3.469 acres (151,103 square feet) of land.
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EXHIBIT C
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ADVANCED COSTS REIMBURSEMENT AGREEMENT
EXHIBIT D
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ADVANCED COSTS REIMBURSEMENT AGREEMENT
PROMISSORY NOTE
AND GUARANTY
Basic Information
Date: _ , 2017
Obligated Party: COLUMBIA MEDICAL CENTER OF
SUBSIDIARY, LP, a Texas limited partnership
Obligated Party's Mailing Address:
3535 S. Interstate 35 East
Denton, Texas 76210-6850
Payee: CITY OF DENTON, a Texas home -rule municipal
corporation
DENTON
Place for Payment: 215 E. McKinney St.; Denton, Texas 76201 or as otherwise
directed by Payee.
Principal Amount: NINETY EIGHT THOUSAND DOLLARS AND NO CENTS
($98,000.00)
Maturity Date: August 1, 2022
Annual Interest Rate on Matured, Unpaid Amounts: Highest allowed by law.
Terms of Payment: The Principal Amount is due and payable in equal monthly
installments of ONE THOUSAND SIX HUNDRED AND
THIRTY THREE DOLLARS AND 34/CENTS ($1,633.34), on
the 1111 day of each month, beginning September 1, 2017 and
continuing until the unpaid principal has been paid in full.
Security for Payment: None.
Promise to Pay
Obligated Party promises to pay to the order of Payee the Principal Amount. This note is
payable at the Place for Payment and according to the Terms of Payment. All unpaid
amounts are due by the Maturity Date. If any amount is not paid either when due under
the Terms of Payment or on acceleration of maturity, Obligated Party promises to pay
any unpaid amount at the Annual Interest Rate on Matured, Unpaid Amounts.
Promissory Note and Guaranty Page 1 of 4
Defaults and Remedies
A default exists under this note if (1) Obligated Party defaults in the payment of this note
or in the performance of any obligation in any instrument securing or collateral to this
note; (2) (a) Obligated Party fails to timely pay or perform any obligation or covenant in
any written agreement between Payee and Obligated Party other than as described in (1)
above; (3) any representation in this note or in any other written agreement between
Payee and Obligated Party is materially false when made; (4) a receiver is appointed for
Obligated Party; (5) a bankruptcy or insolvency proceeding is commenced by Obligated
Party or a partnership of which Obligated Party is a general partner; (6) (a) a bankruptcy
or insolvency proceeding is commenced against Obligated Party or a partnership of which
Obligated Party is a general partner and (b) the proceeding continues without dismissal
for sixty days, the party against whom the proceeding is commenced admits the material
allegations of the petition against it, or an order for relief is entered; or (7) Obligated Party
or a partnership of which Obligated Party is a general partner is terminated, begins to
wind up its affairs, or is authorized to terminate or wind up its affairs by its governing body
or persons, or any event occurs or condition exists that permits the termination or winding
up of the affairs of Obligated Party or a partnership of which Obligated Party is a general
partner.
Upon the occurrence of a default under this note, Payee may declare the unpaid principal
balance and any other amounts owed on the note immediately due, and may exercise all
other rights and remedies available at law or in equity.
Waivers
Obligated Party waives, to the extent permitted by law, all (1) demand for payment, (2)
presentation for payment, (3) notice of intention to accelerate maturity, (4) notice of
acceleration of maturity, (5) protest, (6) notice of protest, (7) rights, if any, under section
17.001 and chapter 43 of the Texas Civil Practice and Remedies Code. And (8) and rule
31 of the Texas Rules of Civil Procedure.
Attorney's Fees
Obligated Party also promises to pay reasonable attorney's fees and court and other costs
if an attorney is retained to collect or enforce the note. These expenses will bear interest
from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts.
Obligated Party will pay Payee these expenses and interest on demand at the Place for
Payment. These expenses and interest will become part of the debt evidenced by the
note and will be secured by any security for payment.
Usury Savings
Interest on the debt evidenced by this note will not exceed the maximum rate or amount
of nonusurious interest that may be contracted for, taken, reserved, charged, or received
under law. Any interest in excess of that maximum amount will be credited on the Principal
Promissory Note and Guaranty Page 2 of 4
Amount or, if the Principal Amount has been paid, refunded. On any acceleration or
required or permitted prepayment, any excess interest will be canceled automatically as
of the acceleration or prepayment or, if the excess interest has already been paid, credited
on the Principal Amount or, if the Principal Amount has been paid, refunded. This
provision overrides any conflicting provisions in this note and all other instruments
concerning the debt.
OBLIGATED PARTY:
COLUMBIA MEDICAL CENTER OF DENTON SUBSIDIARY, LP, a Texas limited
partnership, by and through its general partner, COLUMBIA NORTH TEXAS
SUBSIDIARY, GP,,LC, a T as limited liability company
0
Signa e V
Printed Name
C. •cc.o.
Title
Promissory Note and Guaranty Page 3 of 4
GUARANTY
For value received, EPIC DEVELOPMENT, INC., a Delaware corporation, ("EPIC')
absolutely, irrevocably, and unconditionally guarantee payment of this note according to
its terms to the same extent as if it was the Obligated Party on this note. EPIC waives all
demands and all notices, including notice of intention to accelerate maturity, notice of
acceleration of maturity, notice of nonpayment or default, presentment for payment,
protest, notice of protest, suit, and diligence. EPIC also waives any notice of and defense
based on the extension of time of payment or change in methods of payment and consent
to all renewals, extensions, and other adjustments in the manner of payment of this note
and any transfer of this note to any third party. This is an unconditional guaranty of
payment and performance, not of collection, and it is an agreement of guaranty, not of
suretyship. EPIC waives defenses based on suretyship and all requirements of law, if
any, that any collection efforts be made the Obligated Party or that any action be brought
against the Obligated Party before resorting to this guaranty, including rights under
section 17.001 and chapter 43 of the Texas Civil Practice and Remedies Code and rule
31 of the Texas Rules of Civil Procedure.
GUARANTOR
EPIC DEVELOPMENT, INC., a Delaware corporation
0
By:..
S nature
IY`
Printed Name
Title
P.O. Box 570
Nashville, Texas 37202-0570
Signed on the day of , 2017..
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Promissory Note and Guaranty Page 4 of 4