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HomeMy WebLinkAbout1987-2272122L AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE A COMPROMISE AND SETTLEMENT AGREEMENT IN THAT CERTAIN LITIGATION STYLED DENTON COUNTY VS CITY OF DENTON, BOARD OF DIRECTORS OF FLOW MEMORIAL HOSPITAL, H E FLOW TRUST AND JIM MATTOX, ATTORNEY GENERAL OF TEXAS, AND DECLARING AN EFFECTIVE DATE WHEREAS, a dispute has arisen among the City, the County, the Hospital Board, and Attorney General and the Trust with regard to the extent of the obligation, if any, of the City and the County to support Flow Memorial Hospital (the "Hospital"), and WHEREAS, a dispute has arisen between the City, and the County with regard to the extent of the obligation, if any, of the City and the County to provide the funding necessary for the Hospital Board to provide the health care assistance required by the Indigent Health Care and Trust Act, Tex Rev Civ Stat Ann art 4438f (Vernon Supp 1987) (the "Act") at the Hospital, and WHEREAS, the County instituted the action styled Denton County, Texas vs City of Denton, Flow Memorial Hospital Board, H E Flow Trust, and Jim Mattox, Attorney General of the State of Texas, in the 211th Judicial District Court, Cause No 87-1909-C (the "Action") seeking a declaratory judgment on certain matters, and WHEREAS, the Foundation and the Medical Center, while not joined in the action, have bona fide and substantial interests in the issues made the basis of the action, and WHEREAS, bona fide disputes and controversies exist among the parties hereto, both as to liability and the amount thereof, and by reason of such dispute and controversies the parties hereto desire to compromise and settle all claims and causes of action of any kind whatsoever which the parties have or may have in the future with regard to the funding, operation and maintenance of the Hospital, with the exception of those claims specifically acknowledged herein as still outstanding, and intend that the full terms and conditions of the compromise and settlement be set forth in this Agreement, and WHEREAS, the Council having previously authorized the Mayor to execute such Settlement and Compromise Agreement on December 1, 1987, and now wishes to ratify such authorization by written ordinance, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the Mayor's execution of that certain Compromise and Settlement Agreement between the City, the County the Board of Directors of Flow Memorial Hospital, Jim Mattox, Attorney General of Texas, the H E Flow Trust, Flow Memorial Hospital Foundation and Flow Regional Medical Center, Inc relating to the above -referenced lawsuit, a copy of which agreement is attached hereto and incorporated by reference herein, is hereby, in all respects, ratified SECTION II That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the 8th day of December, 1987 ATTEST 2 JE 1IFER VtLTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY BYDh�a� NO A7-1907 C P(NrON COJNTi TEXAS, § 0 Plaintiff § v § CITY OF DzNTON, FLOW MEMORIAL § HOSPITAT, BOARD H E FLOW § IRU4T anti JIM MATTOX, § ATfORNEY GFNERAL OF THE STATE § Or TEXAS § § Defendants § IN TED DISTRICT COURT OF DFNTON COUNTY, TEXAS 211TH JUDICIAL DISTRICT TO HONORABLE JUDGE OF SAID COURT COMPROMISE SETTI,FMENT AGREFMFNT Jhis COMPROMISF SETTLEMENT ACRFEMCNT ( Agreement ) dPF(1f1 or of 1-h,- 4th day of Derembet 1987 by and among th( ("ity of Denton, a municipal rorporation (the 'CITY') DPnt<,11 r",unty a political subdivision of the State of Texas (tl,e C01TNIf ) the Board of Directors Of Flow Memorial Ho,pital 1031 it -al subdivision of the Stato of 'texas <1eatPCt p+irsuant to Article 44941-1 of the Texas Civil Statutes (tLA te"PTIAL 130/1%D"), Jim Mattox Attorney General of the State r 1=ea4 (the 'ATIORNFY GFNFRAL') H F Flow 1tui,- a }t-'st,+mPntaty trust (the "TRUST'), Flow Memorial Foundation i Texas nonprofit corporation (the FOUNDATION ) and Elow Ragional Medical Center Inc , a Texas nonprofit corporation (thP 'MFDICAL CFNTER') W I T N E S S E T H WHEREAS a dispute has arisen among the CITY the COUNTY the HOSPITAL BOARD, the ATTORNEY GENERAL and the TRUST with regard to the extent of the obligation if any of the CITY and the COUNTY to support Flow Regional Medical Center (the 'Hospital') WHEREAS a dispute has arisen between the CITY and the COUNTY with regard to the extent of the obligation if any of the CITY and the COUNTY to provide the funding necessary for the HOSPITAL BOARD to provide the health care assistance required by the Indigent Health Care and Trust Act Tex Rev Civ Stat Ann art 4438f (Vernon Stipp 1987) (the 'Act") at the Hospital, WHEREAS, the COUNTY instituted the action styled Denton County, Texas_v__City_ of _Denton, Flow Memorial Hospital Board, H _E Flow Trust,_and JIM Mattox, Attorney General of the State -of Texas, in the 211th Judicial District Court Cause No 87-1909-C (the 'Action ) seeking a declaratory 3udgment on certain matters, WHEREAS, the FOUNDATION and the MEDICAL CENTER, while not joined in the Action, have bona fide and substantial interests in the issues made the basis of the Action, and WHEREAS, bona fide disputes and controversies exist among the parties hereto both as to liability and the amount thereof, and by reason of such dispute and controver- sies the parties hereto desire to compromise and settle all -2- claims and causes of action of any kind whatsoever which the parties have or may have in the future with regard to the funding, operation and maintenance of the Hospital, with the exception of those claims specifically acknowledged herein as still outstanding, and intend that the full terms and conditions of the compromise and settlement be set forth in this Agreement NOW THEREFORE for and in consideration of the joint covenants herein contained the receipt and adequacy of which are forever acknowledged and confessed the parties hereto agree as follows I CITY COVENANTS 1 1 Cash —Subsidy The CITY shall deliver to the HnSPITAL BOARD at the Closing, as defined in Section 1 4 of that certain Asset Transfer Agreement dated December 4 1987 by and among the MFDICAL CENTER the TRUST the COUNTY, the CITY the HOSPITAL BOARD and the ATTORNEY (`ENERAL (the 'Asset Transfer Agreement') (the Closing ) for use in connection with the operations of the Hospital, a cash subsidy of Two Hundred Thousand Dollars ($200,000) to be applied to accounts payable on the books of the Hospital as of December 31, 1987, provided that the Two Hundred Thousand Dollars ($200,000) may be used as working capital if said funds are replenished by the MEDICAL CENTER to an -3- accounts payable fund at the rate of Thirty Thousand Dollars ($30,000) per month beginning February 1 1988 1 2 Deferment of Outstanding Utility _Payments The CITY agrees that payment of up to Two Hundred Twenty -Six Thousand Dollars ($226,000) (the Utilities Debt') of the amounts owed to the City of Denton Electric- Utilities ( Denton Electric ) for utilities provided the Hospital on or before December 31 1987 may be deferred pursuant to the provisions set forth in Section 5 3 hereof The MEDICAL CENTER shall pay Denton Electric an amount equal to fifty percent (501%) of all amounts in excess of the Utilities Debt owed to Denton Electric for utilities provided the Hospital on or before December 31, 1987 at the Closing as defined i1, Section 1 4 of the Asset Transfer Agreement, and shall pay Denton Electric the remaining fifty percent (50%) of all amounts in excess of the Utilities Debt on February 1 1988 1 3 Services -Agreement The CITY shall enter into an agreement (the Services Agreement ) with the MEDICAL CENTER under terms acceptable to the CITY under which in exchange for the provision of valuable services to or for the CITY the CITY will pay the MEDICAL CFNTER a services fee (the Services Fee') The term of the Services Agreement will commence after the date of the Closing and unless earlier terminated pursuant to its terms will terminate on October 1 1989 WIS 1 4 As _of -__Hospital_ Debt Subject to the obligations of the MEDICAL CENTER the CITY shall assume fifty percent (50%) of the HOSPITAL BOARD s indebtedness, if any outstanding as of December 31 1987 tinder the $290 000 Denton County -City of Denton, Texas Hospital Board Revenue Bonds Series 1975 and the $280 000 Denton County -City of Denton Texas Hospital Board Revenue Bonds Series 1975-A (collectively, the Bonds") the remaining portion of the HOSPITAL BOARD s indebtedness under the Bonds if any, shall be assumed by the COUNTY l 5 Transfer of_Interest The CITY shall transfer its right, title and interest, if any in and to the Hospital to the MEDICAL CFNTFR on the date of the Closing provided, however, the CITY shall reserve an appropriate interest in any or all of the Hospitals fixed assets as security for the full satisfaction of all indebtedness or liabilities of the Boapital existing as of December 31 1987, and the performance of the MFDICAL rENTFR s obligations under this Agreement The CITY and the COUNTY specifically deny any liability for the debts and obligations of the HOSPITAL BOARD, provided, however, that in the event any actions are asserted against the CITY or COUNTY for such debts and obligations, the CITY shall defend and hold harmless the COUNTY from such action for a total sum against both the CITY and the COUNTY not to exceed Four Hundred Thousand Dollars ($400,000) In the event such actions shall result -5- in judgments in excess of Four Hundred Thousand Dollars ($400,000), the CITY and the COUNTY shall equally fund such judgments and the costs incurred in defending such actions until the assets secured by the security interest created by the Security Agreement referenced in Section 5 6 hereof are liquidated 1 6 Release__of COUNTY The CITY hereby fully and completely releases the COUNTY of all claims, demands and causes of action whatsoever, known or unknown past present or future arising out of or related to (1) that certain Flow Memorial Hospital Agreement dated as of July 19 1971 by and among the CITY the COUNTY and the HOSPITAL BOARD (the Flow Agreement') or (ii) the past present or future operation or maintenance of the Hospital II FOUNDATION COVFNANTS ? 1 Collateral The FOUNDATION shall provide such collateral at such time and in an amount and form as are reasonably necessary in order for the MFDICAI CENTER to obtain a loan in the principal amount of Four Hundred Thousand Dollars ($400,000) from a banking institution tinder such terms and conditions as are acceptable to the FOUNDA- TION for purposes of paying certain accounts payable due and owing as of December 31 1987 III COUNTY COVENANTS 3 1 Assumption -of Bond Debt Subject to the obliga- tions of the MEDICAL CENTER, the COUNTY shall assume fifty percent (50%) of the HOSPITAL BOARD s indebtedness if any outstanding as of December 31 1987 under the Bonds 3 2 Indigent_ Care_ Obligation The COUNTY shall, effective as of September I 1987 assume in addition to its obligation if any, responsibility for the obligation of the CITY if any tinder the Act to provide funds for indigent health care assistance The COUNTY reserves the right to litigate the CITY s obligations, if any, under the Act and whether the CITY has provided adequate funding for its obligations, if any To the extent that the CITY is held to have failed to meet its obligations under the Act the sum of Two Hundred Fifty Thousand Dollars ($250 000) plus all payments made by the CITY tinder Sections 1 1 and 1 3 of this Agreement plus interest at the rate of eight percent (8%) per annum on any and all of the outstanding utility payments referenced in Section 1 2 hereof from the date such payment was due until the date of payment pursuant to the provision set forth in Section 5 3 hereof shall be credited against any amounts for which the CITY is found to have failed to adequately fund its obligation under the Act 3 3 Transfer of Hospital Interest The COUNTY shall transfer all of its right, title and interest, if any, in -7 and to the Hospital to the MEDICAL CENTER on the date of the Closing, subject to the security _nterest described in Section 1 5 hereof 3 4 Release of CITY The COUNTY hereby fully and completely releases the CITY of all claims demands and causes of action whatsoever, known or unknown past present or future arising out of or related to (1) the Flow Agree- ment, or (ii) the past present or future operation or maintenance of the Hospital provided, however the COUNTY may as provided in Section 3 2 hereof continue to litigate the issue of the CITY s liability if any under the Act and does not hereby release any such liability IV HOSPITAL BOARD COVENANTS 4 1 Transfer of -Assets and Obligat-ions The HOSPITAL BOARD shall transfer on the date of the Closing, all right, title and interest to all of its assets including without limitation all of its right, title and interest in and to the Hospital, and all of its obligations related to the operation of the Hospital to the MEDICAL CENTER 4 2 Release of the CITY -and -the COUNTY The HOSPITAL BOARD hereby fully and completely releases the CITY and the COUNTY of all claims, demands, and causes of action whatso- ever known or unknown, past present or future including but not limited to those arising out of (1) the Flow WE Agreement (ii) the past, present or future operation or maintenance of the Hospital, or (iii) the pa-t present or future funding or provision of indigent care under the Act or otherwise except as reserved to the COUNTY in Sec- tion 3 2 hereof V MEDICAL CENTER COVENANTS 5 1 Assumption -of _Hospital Operations The MEDICAL CFNTER shall on the date of the Closing accept the transfer of all right, title and interest to all of the assets of the HOSPITAL BOARD, and all of the right title and interest of the COUNTY the CITY and the TRUST in and to the Hospital, and assume all obligations relating to the Hospital 5 2 Operation and Maintenance of the_Hospital The MFDICAL CENTER shall maintain and operate the Hospital in accordance with the provisions sef forth in Section 1 3 of the Asset rransfer Agreement 5 3 Utility Payments The MEDICAL CENTER shall pay all utility bills presented for payment by Denton Electric on or after January 1, 1988, on or before the due date set forth in the utility bill in question In the event the MEDICAL CENTER fails to pay any utility bill on or before the due date set forth in such bill, all amounts then owed Denton Electric by the MEDICAL CENTER including without limitation, the Utilities Debt, shall immediately become due WX and owing and utility service shall be terminated until such amounts are paid in full fhe MEDICAL CENTER hereby acknowledges and accepts responsibility for the Utilities Debt owed for utilities provided the Hospital on or before December 31, 1987, and further agrees that by continuing to accept utilities from Denton Electric the MEDICAL CENTER is acknowledging the validity of the Utilities Debt and the tolling of the statute of limitations with regard to any action by the CITY to recover the Utilities Debt The MEDICAL CENTER shall pay fifty percent (50%) of the Utili- ties Debt on or before October 1, 1990 and pay the remain- ing fifty percent (50%) of such debt in six (6) equal monthly installments, the first installment to be paid on November 1, 1990 In the event that the MEDICAL CENTER fails to pay any portion of the Utilities Debt in accordance with the foregoing schedule, the entire unpaid portion of the Utilities Debt shall immediately become due and utility services shall be terminated until such amounts are paid in full 5 4 Loan The MEDICAL CENTER shall secure on or before the date of the Closing a bank loan in the principal amount of Four Hundred Thousand Dollars ($400 000) The MEDICAL CENTER shall use the proceeds of such loan for the sole purpose of paying accounts payable of the Hospital due and owing as of December 31 1987 -10- 5 5 Services Agreement The MEDICAL CENTER shall enter into the Services Agreement referenced in Section 1 3 hereof Further, the MEDICAL CENTER shall pledge for payment of the loan referenced in Section 5 4 hereof all of the Services Fee received pursuant to the Services Agree- ment 5 6 Securi�;y As security for the full and timely payment of the indebtedness or liabilities of the MEDICAL CENTER to the CITY and the COUNTY whether now or hereafter arising, and the performance of the MEDICAL CENTER s obliga- tions under this Agreement, the MEDICAL CENTER shall duly execute and deliver to the CITY a security agreement (the Security Agreement") and a deed of trust (the 'Deed of Trust"), both in a form and substance acceptable to the CITY The CITY shall at the CITY s cost and expense, cause all instruments and documents given as security pursuant to this Agreement and the Security Agreement to be duly recorded and/or filed in all places necessary to perfect and protect the security interest of the CITY and the COUNTY and the property covered thereby The MEDICAL CENTER hereby authorizes the CITY to file any financing statement in respect of any security interests created pursuant to this Agreement or the Security Agreement which may at any time be required or which, in the opinion of the CITY may at any time be desirable although the same may have been executed only by the CITY or, at the option of the CITY to sign such -11- financing statement on behalf of the MEDICAL CENTER and file the same and the MEDICAL CENTER hereby irrevocably desig- nates the CITY its agents, representatives and designees as agents and attorneys -in -fact of the MEDICAL CENTER for this purpose In the event that any rerecording or refiling thereof (or the filing of any statements or continuation or assignment of any financing statement) is required to protect and preserve such lien or security interest, the CITY shall, at its cost and expense cause the same to be recorded and/or refiled 5 7 Release of the CITY, the COUNTY and the HOSPITAL BOARD The MEDICAL CENTER hereby fully and completely releases the CITY, the COUNTY and the HOSPITAL BOARD of all claims demands and causes of action whatsoever, known or unknown, past, present or future arising out of or related to (i) the Flow Agreement, (ii) the past present or future operation or maintenance of the Hospital or (iii) the past present or future funding of indigent cafe under the Act or otherwise, except for specific services rendered under the Act by the MEDICAL CENTER after January 1 1988 VI ATTORNEY GENERAL COVENANTS The ATTORNEY GENERAL for the State of Texas and as a representative of the beneficiaries of the TRUST expressly acknowledges and approves each and every provision of this -12- Agreement and all other documents and agreements referenced herein VII TRUST COVENANTS 7 1 Transfer Interest _in _the _Hospital The TRUST shall on the date of the Closing in a form and fashion consistent with a similar transfer by the CITY, the COUNTY and the HOSPITAL BOARD, transfer all of its right, title and interest in and to the Hospital to the MEDICAL CENTER 7 2 Release of the CITY,_ the COUNTY and the HOSPITAL BOARD The TRUST hereby fully and completely releases the CITY, the COUNTY and the HOSPITAL BOARD of all claims, demands and causes of action whatsoever known or unknown past present or future arising out of (i) the Flow Agree- ment, (ii) the past, present or future operation or mainte- nance of the Hospital or (iii) the past present or future funding or provision of indigent care under the Act or otherwise 7 3 Dissolution of TRUST The TRUST shall, on or before the date of the Closing seek and obtain a judgement by a court of competent jurisdiction declaring (i) that the TRUST has fulfilled its purposes, (ii) dissolving the TRUST and transferring its assets, if any, to the MEDICAL CENTER, and (iii) releasing the Trustees from any further duties and liabilities, past, present or future -13- VIII CONDITIONS PRECEDENT The parties shall not be obligated to take any action tinder the terms of this Agreement unless and until the following events have occurred or waivers thereof by all parties to this Agreement have been obtained (a) The MEDICAL CENTER has agreed to deliver the Services Agreement referenced in Section 1 3 hereof in a form and substance acceptable to the CITY, (b) The MEDICAL CENTER has agreed to deliver the Security Agreement referenced in Section 5 5 hereof in a form and substance acceptable to the CITY and the COUNTY (c) Any and all acknowledgements or approvals required under the Bonds have been obtained (d) The MEDICAL CENTER has received a loan commitment in a form and substance acceptable to the CITY from a banking institution for the loan referenced in Section 5 4 hereof, (e) All necessary approvals and assignments have been obtained from governmental and private entities, and (f) This Agreement and all documents referenced herein have received appropriate approval from the governing bodies of the parties hereto and have -14- been executed and delivered by the appropriate parties hereto and thereto IX ENTRY OF AGREED ORDER The parties hereto agree that this Agreement will be set forth in a proposed agreed judgment to be submitted to the court where the Action is currently filed for approval and entry therein X TERMINATION 10 1 Termination by Agreement This Agreement may be terminated by the joint written agreement of the parties to terminate this Agreement on the terms and date stipulated therein XI MISCELLANEOUS 11 1 No Admission- of Liab-lity Each of the parties hereto acknowledge and agree that this Agreement constitutes the compromise of doubtful and disputed claims and that nothing contained herein shall be construed as an admission of liability by or on behalf of any of the parties, all such liability being expressly denied -15- 11 2 Notices Any notice, demand or communication required, permitted or desired to be given hereunder, shall be deemed effectively given when received whether hand delivered or mailed, duly addressed as follows CITY City of Denton Texas Municipal Building Denton, Texas 76201 Attn City Attorney COUNTY Denton County Texas Courthouse on the Square Denton Texas 76201 Attn County Judge HOSPITAL BOARD The Board of Directors of Flow Memorial Hospital 1310 Scripture Street Denton Texas 76201 TRUST H E Flow Trust c/o Vic Burgess County Judge Courthouse on the Square Denton, Texas 76201 ATTORNEY GFNERAL Attorney General of Texas P 0 Box 12548 Austin Texas 78711 Attn Charitable Trust Section MEDICAL CENTER Flow Regional Medical Center Inc 218 North Elm Street Denton, Texas 76202 Attn President FOUNDATION Flow Memorial Foundation C/o Walter Lea Chairperson 108 Valleyview Circle Argyle, Texas 76226 or to such other address, and to the attention of such other person(s) or officer(s) as a party may designate by written notice 11 3 Governing Law This Agreement has been executed and delivered in and shall be interpreted, construed and -16- enforced pursuant to and in accordance with the laws of the Texas All duties and obligations of the parties created hereunder are performable in Denton County, Texas and shall be the sole and exclusive venue for any litigation, special proceeding or other proceeding as among the parties that may be brought or arise out of, in connection with or by reason of this Agreement 11 4 Waiver of Breach The waiver by any party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be a waiver of any subsequent breach or violation of the same or any other provision hereof 11 5 Enforcement In the event any party hereto resorts to legal action to enforce the terms and provisions of this Agreement, the prevailing party or parties shall be entitled to recover the costs of such action so incurred, including, without limitation, reasonable attorneys fees 11 6 Gender and Number Whenever the context hereof requires, the gender of all words shall include the mascu- line, feminine, and neuter, and the number of all words shall include the singular and plural 11 7 Force Maieure No party hereto shall be liable nor deemed to be in default for any delay or failure in performance under this Agreement resulting directly or indirectly, from Acts of God, civil or military authority, acts of public enemy, war, accidents, fires, explosions, -17- earthquakes floods failure of transportation, strikes or other similar work interruptions by the party s employees, or any similar or dissimilar cause beyond the reasonable control of the party 11 8 Severability In the event any provision of this Agreement is held to be unenforceable for any reason, the unenforceability thereof shall not affect the remainder of this Agreement which shall remain in full force and effect and enforceable in accordance with its terms 11 9 Article and Other Headings The article and other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement 11 10 Amendments and Agreement Execution This Agree- ment and amendments thereto shall be in writing and executed in multiple copies Each multiple copy shall be deemed an original, but all multiple copies together shall constitute one and the same instrument 11 11 Entire Agreement This Agreement the Asset Transfer Agreement, attached hereto as Exhibit A and the exhibits attached thereto, the Services Agreement attached hereto as Exhibit B, the Deed of Trust, attached hereto as Exhibit C, and all documents referenced in the aforesaid documents (collectively, the "Documents") supersede all previous contracts and constitute the entire agreement among the parties No party hereto shall be entitled to benefits -18- other than those specified in the Documents No oral statements or prior written material not specifically incorporated in the Documents shall be of any force and effect and no changes in or additions to the Documents shall be recognized unless incorporated herein by amendment as provided herein, such amendment(s) to become effective on the date and in the manner stipulated in such amendments IN WITNESS WHEREOF, the parties have executed this Agreement in multiple originals as of the date above first written CITY OF DENTON By a i Ray S V phensMayor DENTON COUNTY, TEXAS 7 By is Bur ss, Couhty Judge THE BOARD OF DIRECTORS OF FLOW MEMORIAL HOSPITAL Marff H Williams, Chairperson JIM MATTOX, ATTORNEY GENERAL OF THE STATE OF TEXAS By �'z✓11.' Pv Ann Kitchen, Assistant Attorney General -19- H E iLOW TRUST By stay St' phhenW, Trustee By icy i Burge-9s, Trustee By George Hig fill, Trusteel By Robin Kain, Trustee FLOW REGIONAL MEDICAL CENTER, INC BY .1 .n ii 1;/ell . Sennett Kirk, President FLOW MEMORIAL HOSPITAL FOUNDATION BY ��L id w"00r Mary Williams, Secretary Respectfully submitted ALLISON & WHITE By I James P Allison 8 Brazos, Suite 204 Austin, Texas 78701 512/482-0701 State Bar No 01090000 ATTORNEYS FOR PLAINTIFF DENTON COUNTY, TEXAS -20- JOHNSON & SWNNSON BY Edward J op i 900 Jacks n Street Suite 100, Founders Square Dallas, Texas 75202-4499 214/977-9000 State Bar No 09972500 ATTORNEYS FOR DEFENDANT FLOG MEMORIAL HOSPITAL BOARD JIM MATTOX, ATTORNEY GENERAL OF THE STATE OF TEXAS By 4�<6�tv k G k c � Ann Kitchen Assistant Attorney General Charitable Trusts Section P 0 Box 12548 Capitol Station Austin, Texas 78711-2548 512/463-2002 State Bar No 11540550 ATTORNEY FOR DEFENDANT JIM MATTOX, ATTORNEY GENERAL OF THE STATE OF TEXAS -21-