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1987-227 2122L 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 ClV Stat Ann art 4438f (Vernon Supp 1987) (the "Act") at the Hospital, and WHEREAS, the County lnstltuted the action styled Denton Count~ Texas vs C~ty of Denton, Flow Memorial Hospital Board, H E Flow Trust, and Jim Mattox, Attorne~ 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 Foundatzon and the Medical Center, wh~le not joined in the action, have bona fide and substantial interests in the issues made the bas~s of the action, and WHEREAS, bona f~de d~sputes and controversies exist among the parties hereto, both as to liability and the amount thereof, and by reason of such d~spute and controversies the part~es hereto desire to compromise and settle all claims and causes of action of any k~nd whatsoever which the part,es have or may have zn the future w~th regard to the funding, operatzon and mazntenance of the Hospital, with the exception of those claims specifically acknowledged herein as still outstanding, and ~ntend that the full terms and conditions of the compromise and settlement be set forth in thls Agreement, and WHEREAS, the Counczl 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, J~m 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 ~s attached hereto and ~ncorporated by reference here~n, ~s hereby, in all respects, ratified SECTION II That this ordinance shall become effective ~mmed~ately upon ~ts passage and approval PASSED AND APPROVED this the 8th day of December, 1987 ATTEST JE~IFER W~LTE , CITY SECRETARY APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY NO ~7~1907 C DEN[ON CO INI¢ TEYA~, § IN THf DISTRIC% COURT OF Plaintiff § v § CITy OF DmNTON, FLOW MEMORIAL § DENTON COUNTY, TEXAS HOSPITAL BOARD M E FLOW § ~RU~% arid JIM MATTOX, § A2£ORNEY GFNERAL OF THE STA£E § O~ TEXAS § Defendants § ~llTH JUDICIAL DISTRICT TO HONORABLE JUDGE OF SAID COURT COMPROMISE SETTr,F~IENT AGREFMFNT II~g COMPROMISE SETTLfMENT ACRFEMENT ( Agreement ) ~=~o,] ~,~ of th~ 4th day of D(~c~mbe~ 1987 by aud amon~ ~tLy o~ D~nton, a municipal corporation (the 'CIT~ ') c~unty a po]lt]ca] ~ubdivl~]on of the State of iexas (tl~ ~O~IN~F ) the Board of D)r~ctors of Flow Memor~a~ Hospital 3 [ o] 1 ~ ~"a] ~ubdlvl~lo~ of the %ta~ o of ~exa~ ( purs%l~nt to Article 4494i-[ of the Texas Civil Statutes [~cPTq~ BOARD"), Jlm Mattox Attorney G~nelal of th~ State ~ ~ q'~a~ (the 'ATTORNEY GENERAL') H F Flow %~u~P a ~es~m6nta%y trust (the "TRUST' ), Flow Memorial Foundation ~ re.as nonprofit corpoLatlon (the FOUNDATION ) and [low R~glonal Medical Center Inc , a Texas nonprofit corporation (th~ ' MEDICAL CENTER') ~ I TNE ~ S E TH 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 £ex Rev Clv Stat Ann art 4438f (Vernon Supp 1987) (the 'Act") at the Hospital, WHEREAS, the COUNTY instituted the action styled ~oD Coun~, T_e~a~_v__City_of _Denton, Flow _Memorial Hospital Board, H ~ E F~_ow_T~_u~t,_an~_ j~m Mattox, Atto~D~3 General of the S%~t__e_of Tex~, in the 211th Judicial D~strlct Court Cause No 87-1909-C (the 'Action ) seeking a declaratory 3udgment on certain matters, WHEREAS, the FOUNDATION and the MEDICAL CENTER, wh~le not Joined in the Action, have bona fide and substantial interests in the issues made the bas~s of the Action, and W~EREAS, bona fide disputes and controversies exist among the parties hereto both as to llabll~ty and the amount thereof, and by reason of such dispute and controver- ~les 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 ~ettlement be set forth in thl~ 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 part~es hereto agree as follows I CITY COVENANTS 1 1 ~as~_S~s__l~ The CITY shall deliver to the HOSPITAL BOARD at the Closing, a~ defined in Section 1 4 of that certa3n 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 CENERAL (the 'Asset Transfer Agreement') (the Closlnq ) for use In connection with the operat3ons of the Hospital, a ~a~h subsidy of Two Hundred Thousand Dollars ($200,000) to be applied to accounts payable on the books of the Hospital as of December 31, 1987, provided that the Two Hundred Thousand Dollars ($?00,000) 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 begl~nlng February 1 1988 1 2 Deferment of Out~dl~g~U~A~%~y~a3ments The CITY agrees that payment of up to Two Hundred Twenty-Slx Thousand Dollars ($226,000) (the Utilities Debt') of the amounts owed to the City of Denton Electric Utilities ( Denton Electric ) for utilities provided the Hospltal on or before Decembel 31 1987 may be deferred pursuant to the provisions set forth ~n Section 5 3 hereof The MEDICAL CENTER shall pay Denton Electric an amount equal to fifty percent (50~) of all amounts in excess of the Utilities Debt owed to Denton Electric for utilities provided the Hospital on or b~fore December 31, 1987 at the Closing as defined in S~ctlon 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 Servlces_~greement The CITY shall enter ~nto an agreement (the Services Agreement ) with the MEDICAL CENTER under terms acceptable to the CITY under which ~n 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 ~ts t~rms will terminate on October 1 1989 -4- 1 4 Ass~m_9~on p~__H~spital Debt ~ub3ect 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 under 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 ] 5 ~ra_ns_fe~ of_~nt~st The CITY shall transfer ~ts right, title and Interest, if any In and to the Hospital to the MEDICAL CFNTFR on the date of the Closing provided, howeveI, the CITY shall reserve an appropriate interest ~n any or all of the Hospital s fixed assets as security for the full satisfaction of all ~ndebtedness or liabilities of thm Hospital existing as of December 31 1987, and the p~rformanc~ of the MFDICAL OENTFR s obligations under this Agreement The CITY and the COUNTY spec~flcally deny any ]lab~]~ty 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 3udgments in excess of Four Hundred Thousand Dollars ($400,000), the CITY ~nd the COUNTY shall equally fund such ]%~dgments and the costs incurred in defending such actions until the assets ~ecured by the security interest created by th~ Security Agreement referenced in Section 5 6 hereof are l~quldated 1 6 R_ele~e__of ~OUNTY 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 Hospltal Agreement dated as of July 19 1971 by and among the CITY the COUNTY and the HOSPITAL BOARD (the Flow Agreement') or (11) the past present or future operation or malntenance of the Hospital II FOUNDATION COVFNANTS ? 1 qg~ateral The FOUNDATION shall provide ~uch collateral at such time and ~n an amount and form as are reasonably necessary in order for the MFDICAr CENTER to obtain a loan in the principal amount of Four Hundred Thousand Dollars ($400,000) from a banking institution under ~uch 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 -6- III COUNTY COVENANTS 3 1 A_s~u~p~q_of Bg~d Debt Sub3ect 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 Ind~9~_ C~rg_ Qbllg~tlo~ The COUNTY shall, ~ffectlve as of September ] 1987 assume in addition to its obligation if any, responsibility for the obligation of the CITY if any under th~ Ac~ to provide funds for ~ndlgent health care assistance The COUNTY reserves the right to l~t~gate 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 under ~ectlons 1 1 and 1 3 of th~s Agreement plus lntelest 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 HosDltal Interest The COUNTY shall transfer all of its right, title and interest, ~f any, in -7 and to the Hospital to the MEDICAL CENTER on the date of the Closing, sub3ect 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 ail 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 ~rans~er o~_A~se~s~nd Obllqa~3on~ The HOSPITAL BOARD shall transfer on the date of the Closing, all rlght, title and interest to all of its a~ets 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 CIT~ ~nd ~e ~OU~T~ The ~OSPITAL 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 -8- Agreement (11) the past, present or future operation or maintenance of the Hospital, or (ill) 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- tlon 3 2 hereof V MEDICAL CENTER COVENANTS 5 1 Assum~%on _of HospAtal Operations The MEDICAL CFNTER shall on the date of the Clo~lng 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 al~ obligations relating to the Hospltsl 5 2 ~peratlon ~nd_ M~lntenance of the Hosp~t~ The MFDICAL CENTER shall ma%ntaln and operate the Hospital in ~ccordance w~th the provlslon~ s~t forth ~n Section 1 3 of the A~s~t Fransf~r Agreement 5 3 ~tll~ty ~ayments The MEDICAL CENTER shall pay ail utility bills presented for payment by Denton Electric on or after January 1, 1988, on or before the due dat~ set forth in the utility bill in question In the event the MFDtCAL CENTER fails to pay any utility bill on or before the due date set forth in such b~ll, all amounts then owed Denton Electric by the MEDICAL CENTER ~ncludlng w~thout lImitation, the Utilities Debt, shall Immediately become due -9- and owing and utility ~ervice shall be terminated until such amounts are paid in full £he 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 ~s acknowledging the validity of the Utilities Debt and the tolling of the statute of l~mltations 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 rema~n- lng fifty percent (50~) of such debt in SlX (6) equal monthly installments, the first installment to be pa~d on November 1, 1990 In the event that the MEDICAL CENTER falls to pay any portion of the Utilities Debt ~n accordance with the foregoing schedule, the entire unpaid port~on of the Utllltles Debt shall immediately become due and utility servlc~s shall be terminated until such amounts are pald in full 5 4 Lo__a~ 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 Security 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 arlslng, and the performance of the MEDICAL CENTER s obliga- tions under thls 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 an 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 ~o t~l~ Agreement and the Security Agreement to be duly recorded and/or filed in all placeg necessary to perfect and p~otect the security ~nterest 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 requlred 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 rerecordlng or reflllng thereof (or the filing of any statements or continuation or assignment of any financing statement) is required to protect and preserve such l~en or security interest, the CITY ~hall, at ~ts cost and expense cause the same to be recorded and/or refiled 5 7 Release of the CIT~, ~he CO_U~Y and the HOSPITAL BOA_R_~ The MEDICAL CENTER hereby fully and completely releases the CITY, the COUNTY and the HOSPITAL BOARD o~ all claims demands and causes of action whatsoever, known or unknown, past, present or fut~re arising out of or related to (i) the Flow Agreement, (11) the past present or future operation or ma%ntenance of the Hospital or (11l) the past p~s~nt or future funding of indigent ca~e 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 th~s -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 1ts right, title and interest in and to the Hospital to the MEDICAL CENTER 7 2 Release of the CIT~,_~he COUNTY and the HOSPITAL B_96~_D_ 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 (1) the Flow Agree- ment, (il) the past, present or future operation or mainte- nance of th~ Hospital or (11i) the past present or future funding or provision of indigent care under the Act or otherwise 7 3 ~ssolutlon of TRUST The TRUST shall, on or before the date of the Closing ~eek and obtain a 3udgement by a court of competent 3urisdlctlon declaring (1) that the TRUST has fulfilled its purposes, (il) dissolving the TRUST and transferring its assets, if any, to the MEDICAL CENTER, and (111) releasing the Trustees from any further duties and llabilit~es, past, present or future -13- VIII CONDITIONS PRECEDENT The parties shall not be obligated to take any action under 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 Sect~on 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 entitles, 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 3udgment to be submitted to the court where the Action is currently filed for approval and entry therein X TERMINATION 10 1 Termination ~_y_~gr~ment This Agreement may be terminated by the Joint wrltten agreement of th~ parties to terminate this Agreement on the terms and date stipulated there~n XI MISCELLANEOUS 11 1 No Admission of L~ab~ll~ Each of the partles hereto acknowledge and agree that th~s Agreement constitutes the compromise of doubtful and disputed claims and that nothing contained herein shall be construed as an admiss~on of liability by or on behalf of any of the part~es, all such liability being expressly denied -15- l] 2 Notl~_e~ 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 O Box 12548 Austin Texas 78711 Attn Charitable Trust Section MED1CAL CENTER Flow Regional Medical Center Inc 218 North Elm Street Denton, Texas 76202 Attn President FOUNDATION Flow Memorial Foundation c/o Walter Lea Chalrpe~son 108 Valleyvlew 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 Enforcgmen~ 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 Majeure No party hereto shall be l~able nor deemed to be in default for any delay or failure in performance under this Agreement resulting directly or indl~ectly, from Acts of God, civml or military authority, acts of public enemy, war, accidents, fires, explosions, -17- earthquakes floods failure of transportatmon, strlkes or other similar work lnterruptmons by the party s employees, or any simmlar or dlsslmilar cause beyond the reasonable control of the party 11 8 Severabillt~ In the event any provlsmon of thls Agreement ms held to be unenforceable for any reason, the unenforceabmllty thereof shall not affect the remainder of this Agreement which shall remain in full force and effect and enforceable mn accordance with its terms 11 9 Article and Other Hea~g~ The artmcle and other headings contalned mn this Agreement are for reference purposes only and shall not affect mn any way the meaning or · nterpretatlon of this Agreement 11 10 amendments and ~eement Execution This Agree- ment and amendments thereto shall be mn wrmtlng and executed · n multmple coples Each multiple copy shall be deemed an original, but all multiple copies together shall constmtute one and the same znstrument 11 11 Entire Agreement This Agreement the Asset Tzansfer Agreement, attached hereto as Exhzbmt A and the exhmbits attached thereto, the Servmces Agreement attached hereto as Exhibit B, the Deed of Trust, attached hereto as Exhmbit C, and all documents referenced mn the aforesazd documents (collectmvely, the "Documents") supersede all previous contracts and constztute 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 ~ncorporated herein by amendment as provided herein, such amendment(s) to become effective on the date and ~n the manner stipulated ~n such amendments IN WITNESS WHEREOF, the parties have executed this Agreement multiple originals as of the date above f~rst written CITY OF DENTON DENTON COUNTY~ TEXAS ~lc' Bu%~es~%,/ Couhty Judge / THE BOARD OF DIRECTORS OF FLOW MEMORIAL HOSPITAL Mar~ H W~ll[ams, Chairperson JIM MATTOX~ ATTORNEY GENERAL OF THE STATE OF TEXAS Ann Kitchen, Assistant Attorney General -19- H E ~ LOW TRUST By ~F Ray S~ff~hen~ Trustee V'i~Bu fge~s ? Tr ?,st ee George Hig~f~ll, Trustee~ By ~ Robin Kaln, Trustee FLOW REGIONAL MEDICAL CENTER, INC Sennett ~lrk, President FLOW MEMORIAL HOSPITAL FOUNDATION Mary~Williams, Secretary Respectfully submitted ALLISON & WHITE Ja~es P Allison 8~/5 Brazes, Suite 204 Austin, Texas 78701 512/482-0701 State Bar No 01090000 ATTORNEYS FOR PLAINTIFF DENTON COUNTY, TEXAS -20- JOHNSON & SWANSON Edward J ~opkl~ 900 JacksOn Street Suite 100, Founders Square Dallas, Texas 75202-4499 214/977-9000 State Bar No 09972500 ATTORNEYS FOR DEFENDANT FLO~ MEMORIAL HOSPITAL BOARD JIM MATTOX, ATTORNEY GENERAL OF THE STATE OF TEXAS Ann Kitchen Assistant Attorney General Charitable Trusts Section P O BOX 12548 Capitol Statlon Austin, Texas 78711-2548 512/463-2002 State Bar No 11540550 ATTORNEY FOR DEFENDANT JIM MATTOX, ATTORNEY GENERAL OF THE STATE OF TEXAS -21-