memorandum of lease (tenant). - central health

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MEMORANDUM OF LEASE This Memorandum of Lease (this "Memorandum"), dated effective as of January 1, 2018 (the "Effective Date"), is entered into by and between Travis County Healthcare District, d/b/a Central Health, a political subdivision of the State of Texas ("Landlord"), and Seton Family of Hospitals, a Texas nonprofit corporation ("Tenant"). 1. Grant of Lease; Term; and Rights. (a) Pursuant to a Parking Garage Lease Agreement (the "Lease") between Landlord and Tenant dated as of December 15, 2017, Landlord leases to Tenant, and Tenant leases from Landlord, those certain premises concerning the Land more particularly described on the attached Exhibit' A' for an initial term commencing on January 1, 2018 and ending on, unless sooner terminated as provided therein, September 30, 2024, subject to the provisions of the Lease. (b) The Lease grants Tenant certain rights on the terms set forth in the Lease, including the right to extend the term of the Lease for up to seven (7) periods of ten (10) years each. (c) The Lease contemplates that Tenant's leased premises may be relocated to another location on the land described on Exhibit "B". 2. Purpose. This Memorandum is prepared for the purpose of recordation only, and it in no way modifies the provisions of the Lease. In the event of any inconsistency between the provisions of this Memorandum and the Lease, the provisions of the Lease will prevail. 3. Miscellaneous. The parties have executed this Memorandum to be effective as of the Effective Date on the dates indicated in their acknowledgments below. Upon the expiration of the term of the Lease or the prior termination thereof, the parties agree, upon the request of either, to execute and deliver to each other a termination of this Memorandum in recordable form. EXECUTED AND DELIVERED to be effective as of the Effective Date. [SIGNATURE PAGES FOLLOW] {W0760461.3}

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MEMORANDUM OF LEASE

This Memorandum of Lease (this "Memorandum"), dated effective as of January 1, 2018 (the "Effective Date"), is entered into by and between Travis County Healthcare District, d/b/a Central Health, a political subdivision of the State of Texas ("Landlord"), and Seton Family of Hospitals, a Texas nonprofit corporation ("Tenant").

1. Grant of Lease; Term; and Rights.

(a) Pursuant to a Parking Garage Lease Agreement (the "Lease") between Landlord and Tenant dated as of December 15, 2017, Landlord leases to Tenant, and Tenant leases from Landlord, those certain premises concerning the Land more particularly described on the attached Exhibit' A' for an initial term commencing on January 1, 2018 and ending on, unless sooner terminated as provided therein, September 30, 2024, subject to the provisions of the Lease.

(b) The Lease grants Tenant certain rights on the terms set forth in the Lease, including the right to extend the term of the Lease for up to seven (7) periods of ten (10) years each.

(c) The Lease contemplates that Tenant's leased premises may be relocated to another location on the land described on Exhibit "B".

2. Purpose. This Memorandum is prepared for the purpose of recordation only, and it in no way modifies the provisions of the Lease. In the event of any inconsistency between the provisions of this Memorandum and the Lease, the provisions of the Lease will prevail.

3. Miscellaneous. The parties have executed this Memorandum to be effective as of the Effective Date on the dates indicated in their acknowledgments below. Upon the expiration of the term of the Lease or the prior termination thereof, the parties agree, upon the request of either, to execute and deliver to each other a termination of this Memorandum in recordable form.

EXECUTED AND DELIVERED to be effective as of the Effective Date.

[SIGNATURE PAGES FOLLOW]

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[COUNTERPART SIGNATURE PAGE TO MEMORANDUM OF LEASE]

LANDLORD:

THE STATE OF TEXAS §

COUNTY OF TRAVIS §

TRAVIS COUNTY HEALTHCARE DISTRICT, d/b/a Central Health, a political subdivision of the State of Texas

By: ___ ___ __ ___ __ __ _ Name: _ __ ____ __ __ __ _ _ Title: ----------------

This instrument was acknowledged before me this __ day of December, 2017 by ___ _ ____ , ____ _ ___ of Travis County Healthcare District, doing business as Central Health, a political subdivision of the State of Texas, on behalf of the political subdivision.

(SEAL) Notary Public Signature

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[COUNTERPART SIGNATURE PAGE TO MEMORANDUM OF LEASE]

TENANT:

THESTATEOFTEXAS §

COUNTY OF TRAVIS §

SETON FAMILY OF HOSPITALS, a Texas nonprofit corporation

By: ___ ____ ___ ___ __ _

Name: - ---- ---- --- ---Title: - -- ---- ---- -- ---

This instrument was acknowledged before me this __ day of December, 2017 by __ _ ___ _ _____, of Seton Family of Hospitals, a Texas nonprofit corporation, on behalf of the corporation.

(SEAL) Notary Public Signature

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[COUNTERPART SIGNATURE PAGE TO MEMORANDUM OF LEASE]

TENANT:

THE STATE OF TEXAS §

COUNTY OF TRAVIS §

SETON FAMILY OF HOSPITALS, a Texas nonprofit corporation

By:~ Name: o* " Title: ~~q,\ ~,<...d

This instrument was acknowledged before me this I~~ day of December, 2017 by~~~ of Seton Family of Hospitals, a Texas nonprofit corporation, on behalf of the corporation.

Notary Public Sf°ature

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North 16deg 22' 36" East, a distance of 245.69 feet, to a point; North 73deg 32' s1• West, a distance of 30.03 feet, to a point in the easterly right of way line of Red River Street;

THENCE, North 23deg 47' 02" East, along the easterly right of way line of Red River Street, a distance of 25.19 feet, to the POINT OF BEGINNING and containing 1,370 acres (59,660 square feet) of land, more or less.

Basis of bearings is the Texas State Plane Coordinate System, Central Zone, NAD 83.

O a-,,-W~ ;/. /iP/47/; "

James W, Russell

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Registered Professional Land Surveyor No. 4230 Klmley-Hom and Associates, Inc. 601 NW Loop 410, Suite 350 San Antonio, Texas 78216 Ph. 210-541-9166 iim,[email protected] TBPLS Firm No. 10193973

Page 2 of2

Tract 1: l4..015 ACRES BRAC!'.ENRIOOE HOSPITAL CITY OF AUSTIN

Exhibit "B"

Legal Description of Campus

DZSCRIH:CON

FN NO. 04-358(JJ'M) SEPl'EMBER 20, 2004

BPI ~OB NO. 082-38.92

OF A 14.015 ACRE TRACT OR PARCEL OF LAND SITUATED m THE CITY OF AUSTIN, TRAVIS. COUNTY, TEXAS, BEING OUT OF THE ORIGINAL CITY OF AUSTIN, AS SHOWN ON A MAP ON FILE IN THE GENERAL LAND OFFICE OF THE STATE O.F. TEXAS; SAID 14 . 015 ACRES BEING ALL OF LOTS 1 · THROUGH 8 OP BLOCK 166 1/2, LOTS l THROUGH 8 OF BLOCK 1G6, LOTS l ~'HROUGH 8 OF BWCK 167, LOTS 1 THROOGH 8 OF BLOCK 165, LOO'S 2 THROUGH '1 ANO A PORTION OF LOT a· OP BLOCK 168 AND LOTS 5 AND 6 AND THE REMAINING PORTIONS OP LOTS 3, 4 AND 7 OF BLOCK l.64 OF SAID ORIGINAL CITY OF AUSTIN~ SAID 14.015 ACRES ALSO BEING THE SABINE STREET RIGHT-OF-WAY VACATED BY CI'I'i" ORDINANCE NO. 580515B, RECORDED IN VOLUME 1947, PAGE 276 OP' THE DEED RECORDS OF TRAVIS COUNTY, TEXAS, CIT'i ORDINANCE NO. 750529-A, RECORDEI:> IN VOLUME 5234, PAGE 2071 OF SAID DEED RECORDS AND A PORTION OF SAID SABINE STREET RIGHT-OF-WAY VACATED BY CITY ORDINANCE NO. 760527-A, ~ECORDED IN VOLUME 5480, fAGE 873 0~ SAID D£ED RECORDS, AND ALSO BE'ING A PORTION OF THE ORIGINAL RED RrvER STREET RIGHT-OF-WAY VACATED BY CITY ORDINANCE NO. 760122-A, RECORDED · IN VOJ:.,tJME 5368, PAGE 1230 OF SAID DE&O RECORDS AND AMENDED BY ORDIN~ 760318-D, AND .A.LSO B:E.lNG ALL OP . THE PORTIONS OF THE RE-LOCATED RED RIVER STREET R!GKT-011'-WAY VACATED BY er-TY ORDINANCE NO. 760527-A, · RECORDED IN VOLUME 5480, PAGE 873 OF SAID DEED RECORDS, AND ALSO BEING ALL OF THE EAST 14TH STREET RIGHT-OF-WAY V'At:.ATEO :SY C.ITY

- ORDINANCE NO. 750529-A, RECORDED IN VOLUME 5234, PAGE 2071 OF .SAID DEED RECORDS, C.ITY ORDINANCE NO. 660707-B AND A PORTION OP THE EAST 14TH STREET RIGHT-OF-WAY VACATED BY CITY ORDIW\NCE NO. 730201-H, RECORDED IN VOLUME 4575, PAGE 951 OF SAID DEED RECORDS, .AND ALSO BEING PORTIONS OF THE EAST 13TH STREET Rl:GHT•OF-WAY VACAT:ED BY CIT~ ORDlNANCE NO, 772110 9-G, RECORDED IN VOLUME 4490, PAGE 518 OF SAID DEED RECORDS AND CITY ORDINANC NO. 750529-A, :RECORDED IN VOLUME 5234. PAGE 2071 OF SA!.D DEED RECORDS AND CITY ORDINANCE NO. 730201-H, RECORDED IN VOLUME 4575, PAGE 951 OF SAID DEED RECORDS; SAID 14. 015 ACRES ALSO BEING ALL OF THOSE ALLEY'S LOCATED WITHIN SA:ID BLOCK 166 1/2, SAID BLOCK 166 AND SAID BLOCK 165, VACATED BY CITY ORDWANCE NO. 750529-A, RECORDED IN VOLUME 5234, PAGE 2 071 OF SAID DEED RECORDS, ANO ALL OF 'I'ltAT ALtEY LOCATED WlTHIN SAID BLOCK 167 VACATED BY CITY ORDINANCE NO . S80515S, ' RECORDBO IN VOLUME. 194?, PAGE 276 OF SAID DESO RECORDS, AND Al,L OF THAT ALLEY LOCATED WITHIN SAID BLOCK 168 VACATED ,BY CITY' ORDINANCE NO. 760122-A, RECORDED IN VOLT.JMB 5388, PAGE 1230 OF SAID DEED RECORDS 1IND A FORTI.ON OF THAT ALLEY LOCA.TED '.rN BLOCK 164 VACATED BY CITY ORDINANCE NO. 730201-H, RECORDED IN VOLUME 4575, PAGE 951 OF SAID DEED RECORDS; SAID 14. 015 ACRES B:BING MORE FARTict.JLARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: 1

CC&!MDICDG at a City of Austin right-of-way monument found in tha centerline of East 15th Streec (100' R.o.w.} being the point of intersection with the centerline of said vacated Sabine Street (80' R.o.w.), and from which a 1/2 inch iron rod found in the

c~nterline of said East 15th St.:r:eet, bears N73°35 '17.,W, a distance of 359 .4B feet;

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:FN04-358(JJM) SEPTEMBER 20, 200t PAGE 2. OP 4

'l'HENCI:, S7 3°35 · l? "'E, along the centerline of said. East 15th street, a distance of 316.3a feet to a pc,,int;

TRBNClil, $16~24'43·W, l~aving the centerline of Ea.st 15th Street, a distance of s·o. 00 feet to a cut "X• in concrete set. for th-e POnt'l' or BIDGtNN'INC:I and northeasterly corner hereof, being the pcint of intersectio\l of the southerly right-of-way line of said East 15th Street with the westerly righ - of-way line of Interstate Highway 35 (R.O.W. varies), also .bei ng the northeasterly c:omer of said Block 166 1/2;

'l'HIIICS, S16°30 ' 34"'W, a l ong tl1e westerly line of Interstate Highway 35, being the easterly line of ~aid Block 1G6 1/2, said vacated East 14th . Street (Ordinance 750529-A), said Block 166, and said vacated Eas e 13th St.re~t {Ordinance 7721109-G}, a distance of 64-2. 62 feet to a 1 /2 inch iron rod with cap set for the most easter l y soutneast corner hereo£, and from which a 1/2 inch iron rod with Al\l{t\).num cap found at the northeasterly corner of Brackenridge Hospital Sub-Station Subdivision, a subdivision of record in Book 67, Page 61 of the Plat Reco~ds of Travia County, Texas, bears S16°30'34"W, a distance of 30.00 feet, and also from which a 1/i inch iron rod with a l wninwn cap set for the aoutheas erly corner ot said Br.ackenridge Hospital Sub-Station Subdiviaion bea~s S16~30'34•w, ~ distance of 230.15;

ftlmCB, over, across and through said vacated East 13th Stt'eet {O~dina.nce 7721109 - G) and a portion of said vacated sabine Street ·(Ordinance ?150527-A) the following five (5) courses and distances:

1) N73°37' 40"W, along the northerly line of that certain portion of public utility easement released to the City of Austin by deed of reqord in Volume 11574, . Page 1782 of said ·Real Property ~ecords, a distance of 93.38 feet to a -1/2 inch iron rod w.ith cap &et for the ·northwesterly corner o:f said releaB8d public utility easement, same being an interior ell co:r:ner hereof;

2) S16°12'19ww, along the westerly line of said released public utility easement, a distance of 30.00 feet to a 1/2 inch iron rod with cap found in the northerly line of said Brackenridge Hospi t al Sub-Station Subd i vision for an exterior ell corner hereof;

3) N73°3'J '40"W, along the. northerly l i ne of said Brackenridge Hospital Sul:>-St~tion Subdivision, a distance of 90.17 feat to a square galvanized bolt found for th e northwesterly corner of sa i d Brackenridge Hospita.J Sub-Statior Subdivis ' on, san\e being a point in the east:~rly line o-f that certain 0. 500 acre tract of land conveyed to ~ravis Cowity by deed of record in Volume 12276, ~age 320 of said Real Property Records for an exterior ell corner he~eof;

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FN04-358 {JJM) SEl?TEMBER 20, 2004 PAGE. 3 OF 4

4) m.6°3 1 '51-'E, · along the easterly line of said Travis County TraC't, a distance of 8. 54 to a l /2 inch iron rod found being the northeasterly corner of said Travis County Tract for an interio~ ell co:rner hereof;

5) N'73°37 1 58 .. W, along the northerly J ine of said Travis County Tr-act, passing at a distance of 104.4.8 ~eet a ootton r:.pindle found being the northweste~ly corne;r of said Travis County Tract-., and continuing for a total distance of l.72 . 88 to a cotton spindle set in the wes.terl .y line of said vacated Sabine Street (Ordinance 760527-~), being the easterly line of said vacated East 13th Street (Ordinance 750529-A), for an interior ell corner hereof;

THENCE, 516°30 '2P\11, along said westerly line of vacated Sabine Str~et (Ordinance ?60527-A) and the easterly line of s~id vacated East 13th street (Ordinance 750529-A). a distance of 28.92 to a 1/2 inch iron rod found for the northeasterJ.y corne.r of that certain 1.382 acre tract leased to Rehab Hospital Servi'ces Corpo~ation by ~emorandu~ of t~ase of record in Volume 10800, Page 1017 of sajd ~eel Prqperby Reoords, and corrected by instrument of record 'n Volume 124?7, Page 1952 of said Real Property Recor:ds, for an exterior el corner hereof, and from which a cut ~xw found at. the intersection of the northerly l.i.ne oJ: a 20 foot alley, same being in the southerly end of said vacated Sabine Street (Ordinance No. 760S27-A), and also being the southeasterly corner of said 1.382 acre tr~ct, bears S16°30'21ffW, a distance Qf 179.76 feet;

'l"HBNCE, continuing along the northerly and westerly line of iaid 1. 382 acre tract the ;following four (4) courses and d:i.stances:

l)

2)

3}

N73°36'42"W, leaving the westerly line of said vacated Sabine Str~et (Ordinance 76052?-A), passing at a distance of 102.60 feet a cut "X" found, and continuing for a total distance of 260.58 feet to a cut "Xff found for a.n exterior ell corner of said 1.382 ctcre trar;t, same being an interior ell comer hereof;

S14°01'48NW, a distance of 12.33 feet to a 1/2 inch iron rod found for an interior ell corner of said 1 . 382 acre tr~ct, same being an exterior ell corner hereof;

, Nn°,s 1 30"W, a distance of 99.88 feet to a 1/2 inch iron rod found for ....,the northwesterly corner of said 1.'382 acre tract, being in the weste.rly line of . said vacated Rid Ri"er Street (Ordinance 760122-M, Si;Utl.e being an int·erior ell conier

hereof,·

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FND4-358 (.l'J'M) <AUGUST 21, 2004 PAGE 4 OF 4.

4} $l6°33'06"N, al ong the .westerly line o f said vacated Red River $treet (Ordinance 760122-A), a distance of 49.0S feet t.o a 2/2 inch iron rod found in tlle easterly ri9ht-of-way line of said r.elocated R~d River Str.eet for the aouthweate~ly corner hereof, and from which a 1/2 inch iron rod found in the said easterly line of relocated Re.d River Street for a point of curvature of a curve to t.he right. bears S10°31' 53"'E, a distance of 34.SS feet;

THENCE, leaving west~rly )ine of eaid 1.382 acre cract and continuing a long the easterly right-of-way li~e of said relocated Red River Street t he fol.lowing three (J > .courses and clistances:

l) Nl0"3 1' 53"W, a dista.nce · of 406.30 feet. to a 1/2 inoh iron rod found for the beginning of a non-ta11gent curve to the right, and from which a. 1/2 inch iron rod fo\lnd for the beginning of a curve ir1 the westerly line of sQid re lo cated Red River Street bears S79°19'39#W, a distance of 79.75 feet;

~) ~long said non-tangent cui:-ve to· the right having a radius of 560,00 feet, a central angle of 34a1s,00N,_ an ~re distance of 334.75 · feet and a chor.d of whioh bears N06°35'37"E, a distance of 329.7j feet to a 1/2 inch iron rod with cap found for the end of said non-tangent curve to the right;

3} N23°-43'-07"E, a d.istance of 68.45 feet to a 1/2 inch iron rod vi · th cap set at. t:he northwest corner of sa · d Red Riv-er Street vacated by Ordinance 760527-A (Tract 1} for the northwesterly cox-ner hereof, be:i.:og the point of intersection of the pres ·ent ee.~terly line of :relocat.-ed Red Rivt!r Street with the southerly line of East 15th Streeti .

THENCE, S73°35'17"E, along the ,eioutherly line of East 15th s reet, being the northerly line of said Block 168, said vacated Red River Street (Ordinance 760122-A), said Block 167, said vacated Sabine Street (Ordin -ance 580515B) and said Block 166 1/2, a distance of 949 .14 feet to the POINT OF BEGINNING, containing an area of 14 . 015 acre-s ( 61 O·, soi sq. ft.) of land, more or less, within these metes and bounds.

BURY & PARTNERS, INC. ENGINEERS-SURVEYORS 334.5 IIEE CAVB RO~ SUITE 200 AUSTIN, TEXAS 78746

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. BILNOS>-'r ,,1.JD R.P . . S. NO. 4998 l'IJ£o~!!Wts .,..,..; e tl t:'g::$Z-E::.oate~-~

Enent1ring support Section Department of Publfc Wortca and Traoaportatlon

Tract 2: 0.328 AG:RES BRACKENRIDGE HOSPITAL TRACT 2

DESCRIPTl:ON

FN. NO. 04-369(JJM) . . SEPTEMBER 2 0, 2 0 D4 BPI JOB NO. 629-02.99

OF A O. 328 ACRE TRACT OF LAND SITUATED IN THE r:rTY OF. AUSTIN, TRAVIS COm.'TY, TEXAS, BEING A PORTION OF THE SABINE STREET RIGHT-OF-WAY VACATED BY CITY ORDINANCE 760527-A RECORDED IN" VOLUME S-480., PAGE 873 OF THB DEED RECORDS OF TRAVIS COUNTY, TEXAS; SAID 0.328 ACRE TRACT OR PARCEL, OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS·~$ FOLLOWS:

BEGINNING at a c1Jt "X" found in the northerly line of -a 20 1 alley for the southwe.!:lterly corner of said Vacated Sabine · Street (O:rdinance 760527-A}, same bejng the. southeasterly , corner of. that Ct!!rtain l.382 .acre tract leased to Rehab Hoapital Services Corporation by Memorandum of Lease of r:ecord in Volume 10900, Page 101'7 of said Real Property Records, and corrected by instru."nBnt of record in Volume 12477, Page 1952 of said Real Property Records.

'l'lmNCIE, N16'0 30 1 21"'£, along the westerly line of said Vacated Sabine Street (Ordinance 760527-A}, passing at a distance of 1?9.76 feet, a 1/2 iron rod found tor t:he northeasterly corner of £aid l. 382 acre tract, and continuing for a tota.l distance of 208. 6B to a cotttm spindle set for the northwesterly corner hereof;

THENCE, 873 37' 58"E, leaving the weaLerly line of said Vacated Sabine Street (Ordinance 760527-A), a dietanc~ of 68 AO to a cotton. spindle found fo.r che no..c·thwesterly corner of that certa i n 0. 500 acre traet of land conveyed . to Travis County by deed of record in Volume 12276, Page 320 of ~aid Real Prop~rty Records, for the northeasterly corner hereof, from y,hich a 1/2 inch iron rod found for the northeasterly corner of said Travis County Tract bears S73°37'SSNE, a distance of 104.48 feet;

'l'HBNCE, Sl6°.31'.38"W, along the 'Westerly line of Travis County Tract,· a distance of 20B. 68 feet to a· cut 'IXrt found in the nortberly line of a 20' alley, same. being in the southerly end of said Vacated Sabine. Street (Ordinance 7605'17-A), and also being , the southwesterly corner of said Travis coun t y 'l'ract, for the southeasterly corner hereof, from which a cotton spindle found fo;r the colTI'lllon southerly corne.r of said Travis County Tract and Brackenridge Hospital sub-Station· subdivision, a . subdivision of record in Book 67, Page 61 of the Pl3t Records . of Travis County, Texas, bears S73°37_'40•E, a distance of 104.46 feet;

THENCB, N73°37'40"w,· alo,ng th~ no:i;-therly lini:! of said 20' alley, same being the southerly end of ea.id vacated Sabine Street (Ordinan9e 760527-A} f a distance of 68. 33 feet to the POINT or BEGINNING, cont~ining an area of 0.328 acres (14,26.6 SF) of land, more or less, within. these metes and bounds. · .....,..·. -,...,-

BURY & PARTNERS, INC. ENGINEERS-SURVEYORS 33il5 BEE CAVE RDAD SUITE 200 AUSTIN, TEXAS 78745

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