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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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,
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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
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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
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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
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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
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