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HomeMy WebLinkAboutContract 41267 CITY SECRETARY CONTRACT NO.. .. ECONOMIC DEVELOPMENT PROGRAM AGREEMENT This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City"), a home rule municipality organized under the laws of the State of Texas, and COLUMBIA NORTH HILLS HOSPITAL SUBSIDIARY, L.P., a Texas limited partnership doing business as Emergency Medical Center at Alliance ("Company"). RECITALS The City and Company hereby agree that the following statements are true and correct and constitute the basis upon which the City and Company have entered into this Agreement: A. Company owns approximately 75 acres of land in the vicinity of the northeast intersection of Interstate Highway 35 West and North Tarrant Parkway (the "Development Property"), as more specifically depicted and described in Exhibit "A", attached hereto and hereby made a part of this Agreement for all purposes. B. "Company is interested in constructing a 10,500 square foot freestanding emergency department and a sixty (60)-bed hospital and medical office building on the Development Property(collectively, the"Development"). The area of the City in which the Development Property is located lacks appropriate critical and medical care facilities, which is a hindrance to the City's desired development for the area. The City's 2010 Comprehensive Plan, adopted by the City Council pursuant to Ordinance No. 19044-02- 2010 (the "Comprehensive Plan") recommends that large portions of the City in the vicinity of the Development be developed for single-family and mixed-use residential purposes. The Comprehensive Plan also recommends that the City use lawfully available financial incentives to, among other things, promote development that conforms to the community's vision, as expressed in the Comprehensive Plan and other widely accepted community plans. As a result, the City is willing to provide an economic development incentive to Company in order for Company to proceed with the Development. C. As recommended by the Comprehensive Plan, and in accordance with Resolution No. 3716-03-2009, the City has established an economic development program pursuant to which the City will, on a case-by-case basis, offer economic incentives authorized by Chapter 380 of the Texas Local Government Code that include monetary loans and grants of public money, as well as the provision of personnel and services of the City, to businesses and entities that the City Council determines will promote state or local economic development and stimulate business and commercial activity in the City in return for verifiable commitments from such businesses or entities to cause specific employment and other public benefits to be made or invested in the City (the "380 Program"). Page I OFFICIAL. RECORD Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance CITY SECRETARY FT WORTH, TX ! l D. The City Council has determined that by entering into this Agreement, the potential economic benefits that will accrue to the City under the terms and conditions of this Agreement are consistent with the City's economic development objectives. In addition, the City Council has determined that the 380 Program is an appropriate means to achieve the Development, which the City Council has determined is necessary and desirable, and that the potential economic benefits that will accrue to the City pursuant the terms and conditions of this Agreement are consistent with the City's economic development objectives as outlined in the 2010 Comprehensive Plan. This Agreement is authorized by Chapter 380 of the Texas Local Government Code. E. The City has determined that the feasibility of the Development is contingent on Company's receipt of the Program Grants, as provided in this Agreement. The City's analysis is specifically based on financial information provided by Company. NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT 1. INCORPORATION OF RECITALS. The City Council has found, and the City and Company hereby agree, that the recitals set forth above are true and correct and form the basis upon which the parties have entered into this Agreement. 2. DEFINITIONS. In addition to other terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: 380 Program has the meaning ascribed to it in Recital C. Affiliate means all entities, incorporated or otherwise, under common control with, controlled by or controlling Company. For purposes of this definition, "control" means fifty percent (50%) or more of the ownership determined by either value or vote. Base Grant Percentage means forty percent (40%), which percentage constitutes the base calculation of each Program Grant payable by the City under this Agreement. As more specifically set forth in Section 6.1.1, 6.2.1 and 6.3, each Program Grant payable by the City to Company under this Agreement equals a percentage of the Program Source Page 2 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance � r Funds. Thus, each Program Grant payable in a given Program Year will equal at least forty percent(40%) of the Program Source Funds available in such Program Year. Central City means the area of the corporate limits of the City within Loop 820 (i) consisting of all Community Development Block Grant ("CDBG")-eligible census block groups; (ii) all enterprise zones, designated as such pursuant to the Texas Enterprise Zone Act, Chapter 2303, Subchapter F of the Texas Government Code; (iii) all census block groups that are contiguous by seventy-five percent (75%) or more of their perimeters to CDBG-eligible block groups or enterprise zones, as well as any CDBG- eligible block in the corporate limits of the City outside Loop 820, as more specifically depicted in the map attached hereto as Exhibit "B", attached hereto and hereby made a part of this Agreement for all purposes. Central City Employment Commitment has the meaning ascribed to it in Section 4.5. Central City Employment Percentage has the meaning ascribed to it in Section 6.1.6. Central City Resident means an individual whose principal place of residence is at a location within the Central City. Certificate of Completion has the meaning ascribed to it in Section 5.. Construction Costs means the following costs expended to construct a Phase of the Development: actual site development costs, construction costs, contractor fees, costs of supplies and materials, engineering fees, architectural and design fees, and any permit fees. Construction Costs specifically excludes any acquisition costs of the Development Property. Development has the meaning ascribed to it in Recital B. Development Property has the meaning ascribed to it in Recital A. Director means the director of the City's Housing and Economic Development Department or his authorized designee. Effective Date has the meaning ascribed to it in Section 3. Fort Worth Certified M/WBE Company means a minority- or woman-owned business that (i) has received certification as either a minority business enterprise (MBE), a woman business enterprise (WBE) or a disadvantaged business enterprise (DBE) by the North Texas Regional Certification Agency(NTRCA); (ii)has a principal business office located within the corporate limits of the City that performs a commercially useful function; and (iii) has provided from such office the services or sales that Company is seeking to have counted under this Agreement. Page 3 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance r Fort Worth Employment Commitment has the meaning ascribed to it in Section 4.4. Fort Worth Employment Percentage has the meaning ascribed to it in Section 6.1.5. Fort Worth Resident means an individual whose principal place of residence is at a location within the corporate limits of the City. Fort Worth Supply and Service Spending Commitment has the meaning ascribed to it in Section 4.6. Fort Worth Supply and Service Spending Percentage has the meaning ascribed to it in Section 6.1.7. Full-time Equivalent Job means a job provided to one(1) or more individuals by Company for, collectively, at least forty(40)hours per week. NMBE Supply and Service Percentage has the meaning ascribed to it in Section 6.1.8. M/WBE Supply and Service Spending Commitment has the meaning ascribed to it in Section 4.7. New Taxable Tangible Personal Property means any personal property that (i) is subject to ad valorem taxation by the City; (ii) is located on the Development Property; (iii) is owned or leased by Company; and (iv) was not located in the City prior to the Effective Date of this Agreement. Overall Employment Commitment has the meaning ascribed to it in Section 4.3. Overall Employment Percentage has the meaning ascribed to it in Section 6.1.4. Personal Property Commitment has the meaning ascribed to it in Section 4.2. Phase I means the first phase of the Development, which consists of a building of at least 10,500 square feet that is used as a medical emergency department and that contains, at a minimum, the following improvements: eleven (11) examination rooms, one (1) trauma room, one (1) radiographic fluoroscopic room, and a sixteen (16)-slice CT scanner with support spaces. Phase I Completion Date means the date as of which a certificate of occupancy, whether final or temporary, has been issued by the City for all of the improvements comprising Phase I that are intended to be occupied. Page 4 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance Phase I Completion Deadline means June 30, 2012. Phase I Fort Worth Construction Commitment has the meaning ascribed to it in Section 4.1.2. Phase I Fort Worth Construction Percentage has the meaning ascribed to it in Section 6.1.2. Phase I MIWBE Construction Commitment has the meaning ascribed to it in Section 4.1.3. Phase I MIWBE Construction Percentage has the meaning ascribed to it in Section 6.1.3. Phase II means the second phase of the Development, which consists of a hospital with at least sixty(60)beds for patients and a medical office building. Phase II Completion Date means the date as of which a certificate of occupancy, whether final or temporary, has been issued by the City for all of the improvements comprising Phase II that are intended to be occupied. Phase II Completion Deadline means June 30, 2017. Phase II Fort Worth Construction Commitment has the meaning ascribed to it in Section 4.8.2. Phase II Fort Worth Construction Percentage has the meaning ascribed to it in Section 6.2.2. Phase II M/WBE Construction Commitment has the meaning ascribed to it in Section 4.8.3. Phase II MIWBE Construction Percentage has the meaning ascribed to it in Section 6.2.3. Program Grants means the annual economic development grants paid by the City to Company in accordance with this Agreement and as part of the 380 Program. Program Source Funds means the amount of ad valorem taxes on New Taxable Tangible Personal Property that are received by the City during the Twelve-Month Period ending in each Program Year. The taxable appraised value of such New Taxable Tangible Personal Property for any given tax year will be established solely by the appraisal district that has jurisdiction over the Development Property at the time. Page 5 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance Program Year means a calendar year in which the City is obligated pursuant to this Agreement to pay Company a Program Grant, beginning with the second full calendar year following the Completion Date (or the first full calendar year following the Completion Date if selected by the parties in accordance with the procedure outlined in Section 6.5) (Program Year 1). Records has the meaning ascribed to it in Section 4.10. Supply and Service Expenditures means all expenditures by Company expended directly for the operation and maintenance of the Development, excluding amounts paid for electric, gas, water and any other utility services. Term has the meaning ascribed to it in Section 3. Twelve-Month Period means the period between February 1 of a given year and January 31 of the following year. 3. TERM. This Agreement shall be effective as of the date of execution by both parties (the "Effective Date") and shall expire on the date as of which the City has paid all Program Grants required hereunder(the"Term"). 4. COMPANY OBLIGATIONS AND COMMITMENTS. 4.1. Real Property Improvements for Phase I. 4.1.1. In General. By the Phase I Completion Date, Company shall have expended at least Three Million Two Hundred Thousand Dollars ($3,200,000.00) in Construction Costs for Phase I of the Development. The Phase I Completion Date must occur on or before the Phase I Completion Deadline. 4.1.2. Construction Spending Commitment for Fort Worth Companies. By the Phase I Completion Date, Company shall have expended at least thirty percent (30%) of all Construction Costs for Phase I of the Development, regardless of the total amount of such Construction Costs, with Fort Worth Companies (the "Phase I Fort Worth Construction Commitment"). Page 6 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance r . 4.1.3. Construction Spending Commitment for Fort Worth Certified M/WBE Companies. By the Phase I Completion Date, Company shall have expended at least twenty-five percent (25%) of all Construction Costs for Phase I of the Development, regardless of the total amount of such Construction Costs, with Fort Worth Certified M/WBE Companies (the "Phase I M/WBE Construction Commitment"). 4.2. Personal Property Improvements. Company covenants and agrees that New Taxable Tangible Personal Property having a value of at least Two Million Dollars ($2,000,000.00) shall be in place on the Development Property by January 1 of the year following the year in which the Phase I Completion Date occurred, as determined solely by the appraisal district having jurisdiction over the Development Property (the "Personal Property Commitment"). 4.3. Overall Employment Commitment. Beginning in the first full calendar year following the date in which the Phase I Completion Date occurs, and in each year thereafter during the Term of this Agreement, Company shall provide and have filled at least twenty (20) Full- time Equivalent Jobs on all parts of the Development Property except for the medical office building constructed as part of Phase 11 (the "Overall Employment Commitment"). 4.4. Fort Worth Employment Commitment. Beginning in the first full calendar year following the date in which the Phase I Completion Date occurs, and in each year thereafter during the Term of this Agreement, Company shall provide and have filled at least thirty percent (30%) of all Full-time Equivalent Jobs on all parts of the Development Property except for the medical office building constructed as part of Phase II, regardless of the total amount of such Full-time Equivalent Jobs, with Fort Worth Residents (the "Fort Worth Employment Commitment"). 4.5. Central City Employment Commitment. Beginning in the first full calendar year following the date in which the Phase I Completion Date occurs, and in each year thereafter during the Term of this Agreement, Company shall provide and have filled at least fifteen percent (15%) of all Full-time Equivalent Jobs on all parts of the Development Property except for the medical office building constructed as part of Phase 11, regardless of the total amount of such Full-time Equivalent Jobs, with Central City Residents (the "Central City Employment Commitment"). A Full-time Equivalent Job Page 7 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance held by a Central City Resident shall also count as a Full-time Equivalent Job held by a Fort Worth Resident for purposes of the Fort Worth Employment Commitment. 4.6. Supply and Service Spending Commitment for Fort Worth Companies. Beginning in the first full calendar year following the date in which the Phase I Completion Date occurs, and in each year thereafter during the Term of this Agreement, Company shall annually expend at least Fifty Thousand Dollars ($50,000.00) in Supply and Service Expenditures with Fort Worth Companies (the"Fort Worth Supply and Service Spending Commitment"). 4.7. Supply and Service Spending Commitment for Fort Worth Certified M/WBE Companies. Beginning in the first full calendar year following the date in which the Phase I Completion Date occurs, and in each year thereafter during the Term of this Agreement, Company shall annually expend at least Twenty-five Thousand Dollars ($25,000.00) in Supply and Service Expenditures with Fort Worth Certified M/WBE Companies (the "M/WBE Supply and Service Spending Commitment"). 4.8. Real Property Improvements for Phase II. 4.8.1. In General. By the Phase II Completion Date, Company shall have expended at least Forty Million Dollars ($40,000,000.00) in Construction Costs for Phase II of the Development. The Phase II Completion Date must occur on or before the Phase II Completion Deadline. 4.8.2. Construction Spending Commitment for Fort Worth Companies. By the Phase II Completion Date, Company shall have expended at least thirty percent (30%) of all Construction Costs for Phase II of the Development, regardless of the total amount of such Construction Costs, with Fort Worth Companies (the "Phase II Fort Worth Construction Commitment"). Page 8 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance 4.8.3. Construction Spending Commitment for Fort Worth Certified M/WBE Companies. By the Phase II Completion Date, Company shall have expended at least twenty-five percent (25%) of all Construction Costs for Phase II of the Development, regardless of the total amount of such Construction Costs, with Fort Worth Certified M/WBE Companies (the "Phase II M/WBE Construction Commitment"). 4.9. Reports and Filings. 4.9.1. Monthly Construction Spending Reports. From the Effective Date until the Phase I Completion Date, and from the date that Company initiates Phase II until the Phase II Completion Date, Company will provide the Director with a monthly report in a form reasonably acceptable to the Director that specifically outlines the then-current aggregate Construction Costs expended by and on behalf of Company for the Phase in question, as well as the then- current aggregate Construction Costs expended by and on behalf of Company for the Phase in question with Fort Worth Companies and Fort Worth Certified M/WBE Companies. Company agrees to meet with the City's M/WBE Office and Minority and Women Business Enterprise Advisory Committee as reasonably requested or necessary for assistance in meeting or exceeding the Phase I M/WBE Construction Commitment and the Phase II M/WBE Construction Commitment and to address any related concerns that the City may have. 4.9.2. Final Construction Spending Reports. Within sixty (60) calendar days following the Phase I Completion Date and following the Phase II Completion Date, in order for the City to assess whether Company satisfied the requirements of Sections 4.1.1, 4.1.2, and 4.1.3 (for Phase I) and Sections 4.8.1, 4.8.2, and 4.8.3 (for Phase II), Company will provide the Director with a report in a form reasonably acceptable to the Director that specifically outlines (i) the total Construction Costs expended by and on behalf of Company for the Phase in question, (ii) the total Construction Costs expended for the Phase in question with Fort Worth Companies, and (iii) the total Construction Costs expended for the Phase in question with Fort Worth Certified M/WBE Companies, together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid, including, without limitation, final lien waivers signed by Company's general contractor. Page 9 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance 4.9.3. Annual Employment Report. On or before February 1 of the year following the Completion Date and of each year thereafter, in order for the City to assess the degree to which Company met the Overall Employment Commitment, the Fort Worth Employment Commitment, and the Central City Employment Commitment in the previous calendar year, Company shall provide the Director with a report in a form reasonably acceptable to the City that sets forth the total number of individuals, Fort Worth Residents, and Central City Residents who held Full-time Equivalent Jobs on all parts of the Development Property except for the medical office building constructed as part of Phase II, all as of December 1 (or such other date requested by Company and reasonably acceptable to the City) of the previous year, together with reasonable supporting documentation. This report will be used by the City to determine if the Overall Employment Commitment, the Fort Worth Employment Commitment, and the Central City Employment Commitment were met in the previous calendar year. Company will not be required to comply with this Section 4.9.3 to the extent that Section 6.3 of this Agreement applies. 4.9.4. Ouarterly Supply and Service Spending Report. Beginning with the first calendar quarter of the year following the year in which the Completion Date occurred, within thirty (30) calendar days following the end of each calendar quarter, Company will provide the Director with a report in a form reasonably acceptable to the City that sets forth the then-aggregate Supply and Service Expenditures made during such calendar as well as the then-aggregate Supply and Service Expenditures made during such calendar year with Fort Worth Certified M/WBE Companies. The City will use each year's fourth quarter report to determine if the Fort Worth Supply and Service Spending Commitment and the M/WBE Supply and Service Spending Commitment were met in that calendar year. Company will not be required to comply with this Section 4.9.4 to the extent that Section 6.3 of this Agreement applies. 4.10. Audits. The City will have the right throughout the Term to audit the financial and business records of Company that relate to the Development and any other documents necessary to evaluate Company's compliance with this Agreement or with the commitments set forth in this Agreement (collectively "Records"). Company shall make all Records available to the City on the Development Property or at another location in the City acceptable to both parties following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. Page 10 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance 5. CERTIFICATES OF COMPLETION FOR DEVELOPMENT. Within sixty (60) calendar days following receipt by the City of the final construction spending report for Phase I or Phase II, as required by Section 4.9.2, and assessment by the City of the information contained therein, if the City is able to verify that (i) as to Phase I, Construction Costs of at least Three Million Two Hundred Thousand Dollars ($3,200,000.00) were expended for Phase I by the Phase I Completion Date and that the Phase I Completion Date occurred on or before the Phase I Completion Deadline, and (ii) as to Phase II, Construction Costs of at least Forty Million Dollars ($40,000,000.00) were expended for Phase II by the Phase II Completion Date and that the Phase II Completion Date occurred on or before the Phase II Completion Deadline, the Director will issue Company a certificate stating the amount of Construction Costs expended on the Phase in question, including amounts expended for such Phase specifically with Fort Worth Companies and with Fort Worth Certified M/WBE Companies, plus the specific Completion Date for the Phase in question (each a "Certificate of Completion"). The Certificate of Completion issued for Phase I will be used to determine compliance with the requirements of Section 4.1.1 as well as to determine if the Phase I Fort Worth Construction Commitment and the Phase I M/WBE Construction Commitment were met. The Certificate of Completion issued for Phase II will be used to determine compliance with the requirements of Section 4.8.1 as well as to determine if the Phase II Fort Worth Construction Commitment and the Phase II M/WBE Construction Commitment were met. 6. PROGRAM GRANTS. Provided that (i) by the Phase I Completion Date, Company expended at least Three Million Two Hundred Thousand Dollars ($3,200,000.00) in Construction Costs for Phase I of the Development; (ii) the Phase I Completion Date occurred on or before the Phase I Completion Deadline, as verified in the Certificate of Completion for Phase I issued pursuant to Section 5; and (iii) Company met the Personal Property Commitment, Company will be entitled to receive from the City ten (10) annual Program Grants. The amount of each Program Grant shall equal a percentage of the Program Source Funds available for that Program Grant, calculated in the manner set forth in Sections 6.1, 6.2, and 6.3. 6.1. Calculation of Each Prop-ram Grant Amount for Phase I. Subject to the terms and conditions of this Agreement, the amount of a given Program Grant payable by the City to Company from Program Year 1 until the first Program Year following the earlier of the Phase II Completion Date or the Phase II Completion Deadline shall equal the sum of the Base Grant Percentage plus the Phase I Fort Worth Construction Percentage, the Phase I M/WBE Construction Percentage, the Overall Employment Percentage, the Fort Worth Employment Percentage, the Central City Employment Percentage, the Page I I Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance Fort Worth Supply and Service Percentage, and the M/WBE Supply and Service Percentage, as defined in Sections 6.1.2, 6.1.3, 6.1.4, 6.1.5, 6.1.6, 6.1.7, and 6.1.8, respectively, multiplied by the Program Source Funds available for that Program Grant. 6.1.1. Base Grant Percentage (40%). Each annual Program Grant payable by the City to Company from Program Year 1 until the Program Year in which the Phase II Completion Date occurs or the Phase II Completion Deadline occurs, whichever is earlier, shall include the Base Grant Percentage of forty percent (40%). 6.1.2. Phase I Fort Worth Construction Percentage (10%). Each annual Program Grant payable by the City to Company from Program Year 1 through the Program Year in which the Phase II Completion Date occurs or the Phase II Completion Deadline occurs, whichever is earlier, shall include an amount that is based on Company's compliance with the Phase I Fort Worth Construction Percentage, as outlined in Section 4.1.2 (the "Phase I Fort Worth Construction Percentage"). If Company met the Phase I Fort Worth Construction Commitment, the Phase I Fort Worth Construction Percentage applicable to all Program Grants payable from Program Year 1 through the Program Year in which the Phase II Completion Date occurs or the Phase II Completion Deadline occurs, whichever is earlier, shall equal ten percent (10%). If Company failed to meet the Phase I Fort Worth Construction Commitment, the Phase I Fort Worth Construction Percentage applicable to all Program Grants payable from Program Year 1 through the Program Year in which the Phase II Completion Date occurs or the Phase II Completion Deadline occurs, whichever is earlier, shall equal zero percent (0%). 6.1.3. Phase I M/WBE Construction Percentage (5%). Each annual Program Grant payable by the City to Company from Program Year 1 through the Program Year in which the Phase II Completion Date occurs or the Phase II Completion Deadline occurs, whichever is earlier, shall include an amount that is based on Company's compliance with the Phase I M/WBE Construction Percentage, as outlined in Section 4.1.3 (the "Phase I M/WBE Construction Percentage"). If Company met the Phase I M/WBE Construction Commitment, the Phase I M/WBE Construction Percentage applicable to all Program Grants payable from Program Year 1 through the Program Year in which the Phase II Completion Date occurs or the Phase II Completion Deadline occurs, whichever is earlier, shall equal five percent (5%). If Company failed to meet the Phase I M/WBE Construction Commitment, the Phase I Page 12 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance M/WBE Construction Percentage applicable to all Program Grants payable from Program Year 1 through the first Program Year through the Program Year in which the Phase II Completion Date occurs or the Phase II Completion Deadline occurs, whichever is earlier, shall equal zero percent (0%). 6.1.4. Overall Employment Commitment(5%). Each annual Program Grant payable from Program Year 1 through the Program Year in which the Phase II Completion Date occurs or the Phase II Completion Deadline occurs, whichever is earlier, shall include an amount that is based on Company's compliance with the Overall Employment Commitment, as outlined in Section 4.3 (the "Overall Employment Percentage"). If Company meets the Overall Employment Commitment in a given calendar year, the Overall Employment Percentage applicable the Program Grant payable in the following Program Year shall equal five percent (5%). If Company fails to meet the Overall Employment Commitment in any given year, the Overall Employment Percentage applicable to all Program Grants payable in the following Program Year shall equal zero percent (0%). 6.1.5. Fort Worth Employment Commitment(5%). Each annual Program Grant payable from Program Year 1 through the Program Year in which the Phase II Completion Date occurs or the Phase II Completion Deadline occurs, whichever is earlier, shall include an amount that is based on Company's compliance with the Fort Worth Employment Commitment, as outlined in Section 4.4 (the "Fort Worth Employment Percentage"). If Company meets the Fort Worth Employment Commitment in a given calendar year, the Fort Worth Employment Percentage applicable to the Program Grant payable in the following Program Year shall equal five percent (5%). If Company fails to meet the Fort Worth Employment Commitment in a given year, the Fort Worth Employment Percentage applicable to the Program Grant payable in the following Program Year shall equal zero percent (0%). 6.1.6. Central City Employment Commitment (5%). Each annual Program Grant payable from Program Year 1 through the Program Year in which the Phase II Completion Date occurs or the Phase II Completion Deadline occurs, whichever is earlier, shall include an amount that is based on Company's compliance with the Central City Employment Commitment, as outlined in Section 4.5 (the "Central City Employment Percentage"). If Company meets the Central City Employment Commitment in a given calendar year, the Central City Employment Percentage applicable to the Program Grant payable in the Page 13 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance following Program Year shall equal five percent (5%). If Company fails to meet the Central City Employment Commitment in a given year, the Central City Employment Percentage applicable to the Program Grant in the following Program Year shall equal zero percent (0%). 6.1.7. Fort Worth Supply and Service Spending (5%). Each annual Program Grant payable from Program Year 1 through the first Program Year following the earlier of the Phase II Completion Date or the Phase II Completion Deadline shall include an amount that is based on Company's compliance with the Fort Worth Supply and Service Spending Commitment, as outlined in Section 4.6 (the "Fort Worth Supply and Service Spending Percentage"). If Company meets the Fort Worth Supply and Service Spending Commitment in a given calendar year, the Fort Worth Supply and Service Spending Percentage applicable to the Program Grant payable in the following Program Year shall equal five percent (5%). If Company fails to meet the Fort Worth Supply and Service Spending Commitment in a given calendar year, the Fort Worth Supply and Service Spending Percentage applicable to the Program Grant payable in the following Program Year shall equal zero percent(0%). 6.1.8. Fort Worth M/WBE Supply and Service Spending(5%). Each annual Program Grant payable from Program Year 1 through the Program Year in which the Phase II Completion Date occurs or the Phase II Completion Deadline occurs, whichever is earlier, shall include an amount that is based on Company's compliance with the M/WBE Supply and Service Spending Commitment, as outlined in Section 4.7 (the "M/WBE Supply and Service Percentage"). If Company meets the M/WBE Supply and Service Spending Commitment in a given calendar year, the M/WBE Supply and Service Spending Percentage applicable to the Program Grant payable by the City in the following Program Year shall equal five percent (5%). If Company fails to meet the M/WBE Supply and Service Spending Commitment in a given calendar year, the M/WBE Supply and Service Spending Percentage applicable to the Program Grant payable in the following Program Year shall equal zero percent (0%). 6.2. Calculation of Each Program Grant Amount for Phase II. Subject to the terms and conditions of this Agreement, the amount of a given Program Grant payable by the City to Company from and after the first Program Year following the Phase II Completion Date shall equal the sum of the Base Grant Percentage plus the Phase II Fort Worth Construction Percentage, the Phase II M/WBE Construction Percentage, the Overall Employment Percentage, the Fort Worth Employment Percentage, the Central City Employment Page 14 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance Percentage, the Fort Worth Supply and Service Percentage, and the M/WBE Supply and Service Percentage, as defined in Sections 6.2.2, 6.2.3, 6.2.4, 6.2.5, 6.2.6, 6.2.7, and 6.2.8, respectively, multiplied by the Program Source Funds available for that Program Grant. 6.2.1. Base Grant Percentage (40%). Each annual Program Grant payable by the City to Company from and after the first Program Year following the Phase II Completion Date shall include the Base Grant Percentage of forty percent (40%). 6.2.2. Phase II Fort Worth Construction Percentage (10%). Each annual Program Grant payable by the City to Company from and after the first Program Year following the Phase II Completion Date shall include an amount that is based on Company's compliance with the Phase II Fort Worth Construction Percentage, as outlined in Section 4.8.2 (the "Phase II Fort Worth Construction Percentage"). If Company met the Phase II Fort Worth Construction Commitment, the Phase II Fort Worth Construction Percentage applicable to all Program Grants payable from and after the Program Year following the Phase II Completion Date shall equal ten percent (10%). If Company failed to meet the Phase II Fort Worth Construction Commitment, the Phase II Fort Worth Construction Percentage applicable to all Program Grants payable from and after the first Program Year following the Phase II Completion Date shall equal zero percent (0%), regardless of whether Company met the Phase I Fort Worth Construction Commitment. 6.2.3. Phase II M/WBE Construction Percentage (5%). Each annual Program Grant payable by the City to Company from and after the first Program Year following the Phase II Completion Date shall include an amount that is based on Company's compliance with the Phase II M/WBE Construction Percentage, as outlined in Section 4.8.3 (the "Phase II M/WBE Construction Percentage"). If Company met the Phase II M/WBE Construction Commitment, the Phase II M/WBE Construction Percentage applicable to all Program Grants payable from and after the first Program Year following the Phase II Completion Date shall equal five percent (5%). If Company failed to meet the Phase II M/WBE Construction Commitment, the Phase 11 M/WBE Construction Percentage applicable to all Program Grants payable from and after the first Program Year following the Phase II Completion Date shall equal zero percent (0%), regardless of whether Company met the Phase II M/WBE Construction Commitment. Page 15 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance 6.2.4. Overall Employment Commitment (5%). Each annual Program Grant payable from and after first Program Year following the Phase II Completion Date shall include the Overall Employment Percentage. If Company meets the Overall Employment Commitment in a given calendar year, the Overall Employment Percentage applicable the Program Grant payable in the following Program Year shall equal five percent (5%). If Company fails to meet the Overall Employment Commitment in any given year, the Overall Employment Percentage applicable to all Program Grants payable in the following Program Year shall equal zero percent(0%). 6.2.5. Fort Worth Employment Commitment(5%). Each annual Program Grant payable from and after the first Program Year following the earlier of the Phase II Completion Date shall include the Fort Worth Employment Percentage. If Company meets the Fort Worth Employment Commitment in a given calendar year, the Fort Worth Employment Percentage applicable to the Program Grant payable in the following Program Year shall equal five percent (5%). If Company fails to meet the Fort Worth Employment Commitment in a given year, the Fort Worth Employment Percentage applicable to the Program Grant payable in the following Program Year shall equal zero percent (0%). 6.2.6. Central City Employment Commitment (5%). Each annual Program Grant payable from and after the first Program Year following the Phase II Completion Date shall include the Central City Employment Percentage. If Company meets the Central City Employment Commitment in a given calendar year, the Central City Employment Percentage applicable to the Program Grant payable in the following Program Year shall equal five percent (5%). If Company fails to meet the Central City Employment Commitment in a given year, the Central City Employment Percentage applicable to the Program Grant in the following Program Year shall equal zero percent (0%). 6.2.7. Fort Worth Supply and Service Spending (5%). Each annual Program Grant payable from and after the first Program Year following the Phase II Completion Date shall include the Fort Worth Supply and Service Spending Percentage. If Company meets the Fort Worth Supply and Service Spending Commitment in a given calendar year, the Fort Worth Supply and Service Spending Percentage applicable to the Program Grant payable in the following Program Year shall equal five percent (5%). If Company fails to meet the Fort Worth Page 16 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance Supply and Service Spending Commitment in a given calendar year, the Fort Worth Supply and Service Spending Percentage applicable to the Program Grant payable in the following Program Year shall equal zero percent (0%). 6.2.8. Fort Worth M/WBE Supply and Service Spending(5%). Each annual Program Grant payable from and after the first Program Year following the Phase II Completion Date shall include the M/WBE Supply and Service Spending Percentage. If Company meets the M/WBE Supply and Service Spending Commitment in a given calendar year, the M/WBE Supply and Service Spending Percentage applicable to the Program Grant payable by the City in the following Program Year shall equal five percent (5%). If Company fails to meet the M/WBE Supply and Service Spending Commitment in a given calendar year, the M/WBE Supply and Service Spending Percentage applicable to the Program Grant payable in the following Program Year shall equal zero percent (0%). 6.3. Calculation of Each Program Grant if Phase II Not Completed. Subject to the terms and conditions of this Agreement, and notwithstanding anything to the contrary herein, if Company completes Phase I in accordance with this Agreement and is eligible to receive Program Grants paid pursuant to Section 6.1 of this Agreement, but (i) fails by the Phase 11 Completion Date to have expended at least Forty Million Dollars ($40,000,000.00) in Construction Costs for Phase II of the Development or (ii) the Phase II Completion Date does not occur on or before the Phase II Completion Deadline, then the amount of each Program Grant payable from and after the following Program Year shall equal the Base Grant Percentage multiplied by the Program Source Funds available for that Program Grant. In this event, Company shall no longer be subject to the Overall Employment Commitment, the Fort Worth Employment Commitment, the Central City Employment Commitment, the Fort Worth Supply and Service Spending Commitment, or the M/WBE Supply and Service Spending Commitment. 6.4. No Offsets. A deficiency in attainment of one commitment may not be offset by the exceeding attainment in another commitment. For example, if in a given year Company failed to meet the Central City Employment Commitment by six (6) Full-time Equivalent Jobs, but exceeded the Fort Worth Employment Commitment by six (6) Full-time Equivalent Jobs, the Central City Employment Percentage applicable to the Program Grant payable in the following year would still be zero percent (0%) on account of Company's failure to meet the Central City Employment Commitment. Page 17 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance 6.5. Deadline for Payments and Source of Funds. The first Program Grant payable hereunder (in other words, the Program Grant payable for Program Year 1) shall be paid by the City on or before June 1 of (i) the second full year following the year in which the Completion Date occurred or (ii) the first full year following the year in which the Completion Date occurred if requested by Company in writing within sixty (60) calendar days following the Completion Date and the City, taking into consideration its current fiscal year budget and following fiscal year budget planning, provides Company with written consent to such request. Each subsequent annual Program Grant payment will be made by the City to Company on or before June 1 of the Program Year in which such payment is due. It is understood and agreed that all Program Grants paid pursuant to this Agreement shall come from currently available general revenues of the City and not directly from ad valorem taxes on New Taxable Tangible Personal Property that are received by the City. Company understands and agrees that any revenues of the City other than those dedicated for payment of a given annual Program Grant pursuant to and in accordance with this Agreement may be used by the City for any lawful purpose that the City deems necessary in the carrying out of its business as a home rule municipality and will not serve as the basis for calculating the amount of any future Program Grant or other obligation to Company. 7. WAIVER OF CERTAIN FEES. Company and its contractors will be required to apply for and receive all permits and other licenses and certificates required by the City with respect to construction of the Required Improvements. However, as further consideration for the public purposes that will be achieved from construction of the Development and as part of the 380 Program hereunder, unless otherwise prohibited by applicable law, ordinance, rule or regulation, the City agrees to waive the following fees related to the Development that would otherwise be charged by the City at any time prior to the Phase II Completion Deadline: (i) all building permit, plan review, inspection, and re-inspection fees; (ii) all zoning fees; (iii) all temporary encroachment fees; (iv) all platting fees; and (v) all fire, sprinkler, and alarm permit fees. All other fees charged or assessed by the City in accordance with applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, transportation impact fees and water and sewer impact fees, are not waived hereunder and shall be fully payable by Company and its contractors. Page 18 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance 8. DEFAULT, TERMINATION AND FAILURE BY COMPANY TO MEET VARIOUS DEADLINES AND COMMITMENTS. 8.1. Failure to Complete Phase I or Meet Personal Property Commitment. Notwithstanding anything to the contrary herein, the City shall have the right to terminate this Agreement by providing written notice to Company without further obligation to Company hereunder if(i) Company fails to expend at least Three Million Two Hundred Thousand Dollars ($3,200,000.00) in Construction Costs for Phase I, as verified in the Certificate of Completion issued for Phase I pursuant to Section 5; (ii) the Phase I Completion Date does not occur by the Phase I Completion Deadline, as verified in the Certificate of Completion issued for Phase I pursuant to Section 5; or (iii) the Personal Property Commitment, as outlined in Section 4.2, is not met. 8.2. Failure to Pay City Taxes. An event of default shall occur under this Agreement if any City taxes owed on the Development Property by Company or an Affiliate or arising on account of Company's or an Affiliate's operations on the Development Property become delinquent and Company or the Affiliate does not either pay such taxes or properly follow the legal procedures for protest and/or contest of any such taxes. In this event, the City shall notify Company in writing and Company shall have thirty (30) calendar days to cure such default. If the default has not been fully cured by such time, the City shall have the right to terminate this Agreement immediately by providing written notice to Company and shall have all other rights and remedies that may be available to it under the law or in equity. 8.3. Violations of City Code, State or Federal Law. An event of default shall occur under this Agreement if any written citation is issued to Company or an Affiliate due to the occurrence of a violation of a material provision of the City Code on the Development Property or on or within any improvements thereon (including, without limitation, any violation of the City's Building or Fire Codes and any other City Code violations related to the environmental condition of the Development Property; the environmental condition other land or waters which is attributable to operations on the Development Property; or to matters concerning the public health, safety or welfare) and such citation is not paid or the recipient of such citation does not properly follow the legal procedures for protest and/or contest of any such citation. An event of default shall occur under this Agreement if the City is notified by a governmental agency or unit with appropriate jurisdiction that Company or an Affiliate, or any successor in interest thereto; any third party with access to the Development Property pursuant to the express or implied permission of Company or an Affiliate, or any a successor in interest thereto; or the City (on Page 19 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance account of the Development or the act or omission of any party other than the City on or after the Effective Date of this Agreement) is in violation of any material state or federal law, rule or regulation on account of the Development Property, improvements on the Development Property or any operations thereon (including, without limitation, any violations related to the environmental condition of the Development Property; the environmental condition other land or waters which is attributable to operations on the Development Property; or to matters concerning the public health, safety or welfare). Upon the occurrence of such default, the City shall notify Company in writing and Company shall have (i) thirty (30) calendar days to cure such default or (ii) if Company has diligently pursued cure of the default but such default is not reasonably curable within thirty (30) calendar days, then such amount of time that the City reasonably agrees is necessary to cure such default. If the default has not been fully cured by such time, the City shall have the right to terminate this Agreement immediately by providing written notice to Company and shall have all other rights and remedies that may be available to under the law or in equity. 8.4. No Default for Failure to Meet Certain Construction Spendin;?, Employment or Supply and Service Spending Commitments. If Company fails to meet the Phase I Fort Worth Construction Spending Commitment, the Phase I M/WBE Construction Spending Commitment, the Phase II Fort Worth Construction Spending Commitment, or the Phase 11 M/WBE Construction Spending Commitment, or in any given year fails to meet the Overall Employment Commitment, the Fort Worth Employment Commitment, the Central City Employment Commitment, the Fort Worth Supply and Service Spending Commitment, or the M/WBE Supply and Service Spending Commitment, such failure shall not constitute a default hereunder or provide the City with the right to terminate this Agreement, but, rather, shall only cause the amount of the Program Grant that the City is required to pay in the following Program Year to be reduced in accordance with this Agreement. 8.5. Failure to Submit Reports. If Company fails to submit any report required by and in accordance with Section 4.9, the City's obligation to pay any Program Grants at the time, if any, shall be suspended until Company has provided all required reports; provided, however, that if any report required hereunder is delinquent by more than one (1) year, Section 8.6 shall apply. 8.6. General Breach. Unless stated elsewhere in this Agreement, Company shall be in default under this Agreement if Company breaches any term or condition of this Agreement. In the event that such breach remains uncured after thirty (30) calendar days following receipt of written notice from the City referencing this Page 20 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance Agreement (or, if Company has diligently and continuously attempted to cure following receipt of such written notice but reasonably requires more than thirty (30) calendar days to cure, then such additional amount of time as is reasonably necessary to effect cure, as determined by both parties mutually and in good faith), the City shall have the right to terminate this Agreement immediately by providing written notice to Company. 9. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Company shall operate as an independent contractor in each and every respect hereunder and not as an agent, representative or employee of the City. Company shall have the exclusive right to control all details and day-to-day operations relative to the Development Property and any improvements thereon and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. Company acknowledges that the doctrine of respondeat superior will not apply as between the City and Company, its officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees. Company further agrees that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between the City and Company. 10. INDEMNIFICATION. COMPANY, AT NO COST TO THE CITY, AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) COMPANY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF COMPANY, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE DEVELOPMENT AND ANY OPERATIONS AND ACTIVITIES ON THE DEVELOPMENT PROPERTY OR OTHERWISE TO THE PERFORMANCE OF THIS AGREEMENT. Page 21 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance 11. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: City: Company: City of Fort Worth Attn: City Manager Attn: 1000 Throckmorton Fort Worth, TX 76102 with copies to: with a copy to: the City Attorney and Economic/Community Development Director at the same address 12. ASSIGNMENT AND SUCCESSORS. Company may at any time assign, transfer or otherwise convey any of its rights or obligations under this Agreement to an Affiliate without the approval of the City so long as Company, the Affiliate and the City first execute an agreement under which the Affiliate agrees to assume and be bound by all covenants and obligations of Company under this Agreement. Otherwise, Company may not assign, transfer or otherwise convey any of its rights or obligations under this Agreement to any other person or entity without the prior consent of the City Council, which consent shall not be unreasonably withheld, conditioned on (i) the prior approval of the assignee or successor and a finding by the City Council that the proposed assignee or successor is financially capable of meeting the terms and conditions of this Agreement and (ii) prior execution by the proposed assignee or successor of a written agreement with the City under which the proposed assignee or successor agrees to assume and be bound by all covenants and obligations of Company under this Agreement. Any attempted assignment without the City Council's prior consent shall constitute grounds for termination of this Agreement following ten(10) calendar days of receipt of written notice from the City to Company. Any lawful assignee or successor in interest of Company of all rights under this Agreement shall be deemed "Company" for all purposes under this Agreement. Page 22 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance 13. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS. This Agreement will be subject to all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. 14. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers or immunities. 15. NO WAIVER. The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 16. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas —Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 17. NO THIRD PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of the City and Company, and any lawful assign or successor of Company, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 18. FORCE MAJEURE. It is expressly understood and agreed by the parties to this Agreement that if the performance of any obligations hereunder is delayed by reason of war, civil commotion, acts of God, inclement weather, or other circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those Page 23 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance . P enumerated or not, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such design or construction requirement shall be extended for a period of time equal to the period such party was delayed. Notwithstanding anything to the contrary herein, it is specifically understood and agreed that Company's failure to obtain adequate financing to complete the a Phase Development by the Completion Deadline for that Phase shall not be deemed to be an event of force majeure and that this Section 18 shall not operate to extend the Phase I Completion Deadline or Phase II Completion Deadline in such an event. 19. INTERPRETATION. In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. 20. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 22. ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Company, and any lawful assign and successor of Company, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be amended unless executed in writing by both parties and approved by the City Council of the City in an open meeting held in accordance with Chapter 551 of the Texas Government Code. Page 24 Economic Development Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance 23. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. EXECUTED as of the last date indicated below: CITY OF FORT WORTH: COLUMBIA NORTH HILLS HOSPITAL SUBSIDIARY, L.P., a Texas limited partnership doing business as Emergency Medical Center at Alliance: By:Columbia North Texas Subsidiary GP, LLC, a Texas limited liability company and its sole general partner: By: �� By: usan Alanis Name: JRa r dd y Mm lee s Assistant City Manager Title: C_s� Date: 15L-I� I(G Date: t a� 3,1 o APPROVED AS TO FORM AND LEGALITY: By: -fijm�QL Attested by: Peter Vaky 6"t�Al A �� Assistant City Attorney Many Handrig, y Seoretary M&C: C-24561 10-26-10 pro FOR ��nja ��`°°000a°000/�`� o °0 0 0 �O 0 ° d��*a°�°° °b°°°°o Ay OFFICIAL N9t 00p°o TX d� Program Agreement between City of Fort Worth and Emergency Medical Center at Alliance EXHIBITS "A"—Description and Map Depicting the Development Property "B"—Map of Central City Economic Development Program Agreement between City of Fort Worth and Brand Emergency Medical Center at Alliance Exhibit A 1, BEING a tract of land situated in the William MCCoWen Survey, Abstract Nutnber 999, City of Fort Worth,Tarrant County,Texas, and'being a portion ofTracts 1,2 and 3 of thoso tracts of land a7 conveyed to AIL Investment, Inc. by deed recorded in Volume 14315, Page 56 of Deed Records, Tarrant County,Texas and being more particularly described by motes and bounds a, foltows: !� COMMENCING at a Texas Department of Transportation brass disk in concrete, found at the i Southwest comer of Tract 8 of those tracts of land conveyed to A1L Investment, frec. by deed recorded in Volume 14315, rage 56 of Deed Records, Tarrant County, Tcxas in the East right- of-way of Interstate Highway 35 to variable width right-of-way); a THENCE with said Bast right-of-way of said Interstate Higleway 35 the following courses and distances; z° N 00 degrees 02 minutes 20 seconds E, 2593.40 feet to a Texas Department of Transportation brase disk in concrete, found; N 00 degrees 09 minutes 00 seconds E, 1 154.70 feet to a 518 inch iron rod found; N 01 degree 16 minutes 09 seconds W, 194.30 feet to a Texas Dapartruent of Transportation brass disk in concrete, tbund; N 00 degrees 01 minute 42 seconds 1':, 316.27 lest; THENCE N 90 degrees 00 minutes 40 seconds E,45.74 feet, departing said East right-of-way to a 5/8 inch iron rod Frith plastic cap stamped "Carter& Burgess", sot at tht: point of hcgimtiug; THENCE ?fir 90 dcgaes 00 minutes 00 seconds F, 609.72 feet to a 5/S inch iron rod with plastic cap stamped "Carter& Burgess",set at the beginning of a curve to lull; THENCE with said curve to the left, an arc distance of 377.26 feet, through a central angle of 25 degrees 25 minutes 48 seconds, having a radius of MOM feet, the tong chord of which hews N 77 degrees 17 minutes 06 seconds E, 374.17 feet to a 5/8 in+;h iron rod with plastic cap stampr.-d "Carter& Burgess"so-, TITENCE N 64 degrees 34 minutes 12 seconds E. 610.10 feet to a 5/8 inch iron rod with plastic cap stamp "Carter&Burgess",set; THENCE S 00 degrees I4 minutes 40 seconds E, 855-53 fcct to a 5/8 hic:h iron rod with plastic cap stampcel "Carter&Burgess"set; THENCE S 89 degrues 56 minutes 28 seconds E, 364.72 feet to a 1/2 inch iron rod, found at the Nurtheast comer of aforemen(ioned Tract 2 and being the Northwest corner of that tract of land conveyed to Ronald Boyd Elmore, recorded In Valurmr 7720, Page 1965 of said Deed Records; Exhibit A(Continued) THENCE S 00 degrees I 1 minutes 57 seconds E,776.97 feet with the East line of said Tract 2, to a 5/8 inch iron rod with plastic cap stamped"Carter&Burgess",set in said East line; THENCE N 89 degrees 40 minutes 50 seconds W,600.31 feet, departing said East line, to a 5A ` inch iron rod with plastic cap stamped"Carter&Burgess"set; 3 THENCE S 29 degrees 06 minutes 09 seconds W.481.65 feet,to a 5/8 inch iron rod with plastic cap stamped"Carter& Burgess", set in the North lino of that tract of land conveyed to the City t{ of Fort Worth recorded in Volume 15967,Page 314 of said Deed Records, at the beginning of a non-tangent curve to the left; i3 THENCE with said curve to the left,an are distance of 522,67 feet,through a central angle of 28 degrees 077 minutes 08 seconds,having a radius of 1065.00 feet,the long chord of which bears N 74 degrees 54 minutes 38 seconds W, 517.44 feet,to a 518 inch iron rod found; THENCE N 01 degree 01 minute 48 seconds E,60.18 feet to a 518 inch iron rod found; THENCE S 89 degrees 59 minutes 48 seconds W, 387.07 feet to a Texas Department of Transportation aluminum disk found; THENCE N 00 degrees 03 minutes 22 seconds E, 176.79 feet to a Texas Department of Transportation aluminum disk found; THENCE N 89 degrees 58 minutes 47 seconds W, 103.70 fat to a Texas Departruent of Transportation aluminum disk found; THENCE N 00 degrees 01 minute 13 seconds E, 21756 feet, to a Texas Department of Transportation aluminum disk found at the beginning of a curve to the left; THENCE with said non-tangent curve to the left,an arc distance of 155.05 feet,through a central Bugle of 01 degree 32 minutes 00 seconds, having a radius of 579358 feet, the long chord of which bears N 00 degrees 44 minutes 47 seconds W, 155.04 fat, to a Texas Dcpartnnent of Transportation aluminum disk found; THENCE S 88 degrees 29 minutes 17 seconds W, 26.00 feet, to a Texas Department of Transportation aluminum disk found at the beginning of a non-tangent curve to the left; THENCE with said non-tangent curve to the left, an arc distance of 297.46 feet,through a central angle of 02 degrees 57 minutes 18 minutes, having a radius of 576758 feet, the long chord of which bears N 02 degrees 59 minutes 26 seconds W, 297.43 feet, to a Texas Depwtrnent of Transportation aluminum disk found; THENCE N 04 degrees 28 minutes 07 seconds W, 546.65 feet, to a Texas Department of Transportation aluminum disk found at the beginning of a curve to the right; Exhibit A(Continued) THENCE with said curve to the right, an art distance of 120.67 fret, through a central angle of 02 degrees 26 minutes 45 seconds;having a radius of 2826.79 feet,the long chord of which bean N 03 degrees 21 minutes 13 seconds W, 120.66 feet, to the point of beginning and containing 2,636,236 square feet or 60.520 acres of land more or less. a a a n 1 R I 1b hip i dtlidl 3i! Did: �- i --I' • ��� . ,/vast-• I/ I I! � � -'h W I: � � {�• II. LE 1H I •' I ee� �a ` oad- IRL • � �. t� �� ' vatic al ' !�.`�� ��' 111�•�~^ -_ T._^ Exhibit B CDBG Eligible Areas & Central City 7 2 52 - 76092 76248' 761 760 76131 `r' T 4 76148 n. 76180 6054 76021 76135 9 76022 rb 7 _767 761 761 _< 7 J I 76127 4 ° 6111 1 - 7§120 76 76012 ...- 76 2 761,07 -•yi4 so 76104 w Q 76105 6013 3 76109 -_- 76119 76016 76015 - - -76175 76132 76017 76133 - 76134 76060 76128 76001 76123 76140 - 76063 76036 76028 0 1 2 4 6 8 Planning Department Fou%bgy * Miles 10/21/04-BK City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 10/26/2010 DATE: Tuesday, October 26, 2010 REFERENCE NO.: C-24561 LOG NAME: 17EDPGHCA SUBJECT: Authorize the Execution of Economic Development Program Agreement with Hospital Corporation of America,North Hills Hospital for the Construction of a 10,500 Square Feet Freestanding Emergency Department and the Future Development of a 60—Bed Hospital and Medical Office Building(COUNCIL DISTRICT 2) RECOMMENDATION: DISCUSSION: Percent 40 percent 10 percent 5 percent 5 percent 5 percent 5 percent 5 percent 5 percent FISCAL INFORMATION: FUND CENTERS: TO Fund/Account/Centers FROM Fund/Account/Centers CERTIFICATIONS: Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Jay Chapa (5804) Additional Information Contact: Robert Sturns (8003) Ana Alvarado (2661) ATTACHMENTS No attachments found.