HomeMy WebLinkAboutContract 41267-A2 G0144TRACT No,
AMENDMENT NO. 2 TO
CITY SECRETARY CONTRACT NO. 41267
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This AMENDMENT NO. 2 TO ECONOMIC DEVELOPMENT PROGRAM
AGREEMENT ("Amendment") 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. As of December 20, 2010 the City and Company entered into that certain
Economic Development Program Agreement on file in the City Secretary's Office as City
Secretary Contract No. 41267, as amended by City Secretary Contract No. 41267-A1
(collectively, the "Agreement"). Under the Agreement, Company agreed to expend at least
$3,200,000.00 in Construction Costs for construction on the Development Property of a
freestanding emergency department, defined in the Agreement as Phase I of the
Development, and to expend at least $2,000,000.00 for New Taxable Tangible Personal
Property located in the building, all as more specifically set forth in the Agreement. The
City issued Company a Certificate of Completion for Phase I on December 12, 2012. In
return, the City has agreed to pay Company certain Program Grants as authorized by
Chapter 380 of the Texas Local Government Code and outlined in the Agreement.
B. The Agreement allows Company to earn additional Program Grants if
Company expends at least $40,000,000.00 in Construction Costs for construction on the
Development Property of a hospital, defined in the Agreement as Phase II of the
Development, and expends at least $20,000,000.00 for New Taxable Tangible Personal
Property to be located in the hospital, all as more specifically set forth in the Agreement.
In addition, the amount of each Program Grant is dependent on Company's compliance
with various Construction Cost spending commitments for the Development and with
various annual employment commitments on the Development Property and Supply and
Service Expenditure commitments related to the operation and maintenance of the
Development.
C. The City has been informed that construction of Phase II, and operation of
the various improvements on the Development Property, including Phase I and Phase II,
C,1) it iC9IA,1 �R,. Ft,
Amendment No.2 to Economic Development Program Agreement
between City of Fort Worth and Brand Emergency Medical Center at Alliance �
VROORTH,H, '
( I
will not exclusively be undertaken by Company. Instead, it is expected that an Affiliate
of Company, North Texas — MCA, LLC, will operate Phase 11 of the Development. In
addition, it is possible that other Affiliates of Company may have operations on or
employees in the Development. In order for Company to be eligible for the Program
Grants that were originally envisioned under the Agreement on its Effective Date, the
City and Company desire to amend the Agreement so that the various Construction Cost
spending commitments for the Development, employment commitments on the
Development Property, and Supply and Service Expenditure commitments related to the
operation and maintenance of the Development may be satisfied not only by Company,
but also by North Texas—MCA, LLC and any other Affiliate of 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. 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 Amendment.
2. Section 2 of the Agreement (Definitions) is hereby amended to add the following
term and definition:
MCA means North Texas — MCA, LLC, a Texas limited liability
company doing business as Medical Center of Alliance.
3. Section 2 of the Agreement (Definitions) is hereby amended to change the
definitions of the following terms:
Full-time Equivalent Job means a job provided to one (1) or
more individuals by Company, MCA, or any other Affiliate of Company
for, collectively, at least forty (40)hours per week.
Supply and Service Expenditures means all expenditures by
Company, MCA, or any other Affiliate of Company expended directly for
the operation and maintenance of the Development, excluding amounts
paid for electric, gas, water and any other utility services.
OFFiCiAL�fl,^E C0R0
I
V00RI, oy II+
Amendment No.2 to Economic Development Program Agreement
between City of Fort Worth and Brand Emergency Medical Center at Alliance
4. Section 4.11 (Audits) is hereby amended to read as follows:
4.11. Audits.
The City will have the right throughout the Term to audit the
financial and business records of Company (and, to the extent that
Company seeks to receive credit in accordance with Section 4.12 for any
expenditures made or Full-time Equivalent Jobs provided and filled on the
Development Property by MCA or any other Affiliate of Company, then
the financial and business records of MCA or the Affiliate in question)
that relate to the Development and any other documents necessary to
evaluate 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.
5. Section 4 of the Agreement (Company Obligations and Commitments) is hereby
amended to add Section 4.12, as follows:
4.12. ObUiations and Commitments May be Satisfied by Affiliates.
Notwithstanding anything to the contrary in this Agreement,
subject to Section 4.11, (i) Construction Costs expended for Phase II of the
Development by Company, MCA or any other Affiliate of Company will
all be counted for purposes of ascertaining Company's compliance with
Section 4.8.1 and the extent to which the Phase II Fort Worth Construction
Commitment and the Phase II M/WBE Construction Commitment, as
outlined in Sections 4.8.2 and 4.8.3, were met; (ii) expenditures for New
Taxable Tangible Personal Property by Company, MCA or any other
Affiliate of Company will all be counted for purposes of ascertaining
Company's compliance with the Phase II Personal Property Commitment,
as outlined in Section 4.9; (iii) Full-time Equivalent Jobs provided and
filled on the Development Property by Company, MCA or any other
Affiliate of Company will all be counted for purposes of ascertaining the
extent to which the Overall Employment Commitment, the Fort Worth
Employment Commitment and the Central City Employment
Commitment, as outlined in Sections 4.2, 4.3 and 4.4, were met in any
given year; and (iv) Supply and Service Expenditures made by Company,
MCA or any other Affiliate of Company will all be counted for purposes
of ascertaining the extent to which the Fort Worth Supply and Service
Spending Commitment and the M/WBE Supply and Service Spending
Commitment, as outlined in Sections 4.6 and 4.7, were met in any given
year. In addition, the City agrees to accept performance of any obligation
Amendment No.2 to Economic Development Program Agreement
between City of Fort Worth and Brand Emergency Medical Center at Alliance
of Company under this Agreement by MCA or any other Affiliate of
Company to the same extent as if Company performed such obligation.
.;a d
6. This Amendment is effective as of 0e.c,
7. All capitalized terms used but not defined in this Amendment shall have the
meanings ascribed to them in the Agreement.
8. This Amendment contains the entire agreement between the parties with respect
to the matters set forth herein. All provisions of the Agreement that are not specifically
amended by this Amendment shall remain in full force and effect.
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:
esus J. Chapa Name: w
Assistant City Manager Title:
0
Date: . �L-o m Date: l
APPROVED AS TO FORM AND LEGALITY:
Peter Vak y
"
Deputy City Attorn
,ft.,U
M&C: none required �
j F lCM L �'1111'E('0kt
CI T Y 5 E C INIACnw,Y r
Amendment No.2 to Economic Development Program Agreement
between City of Fort Worth and Brand Emergency Medical Center at Alliance