OFFICE OF THE MAYOR

LOUISVILLE, KENTUCKY

GREG FISCHF.R March 24, 2017 MAY (1 R

RE: Letter of Intent

Mark Carter Chief Executive Office Passport Health Plan 5100 Commerce Crossings Drive Louisville, KY 40299

Dear Mr. Carter:

Please accept this offer of support in the form of a Letter of Intent from Louisville Metro ("

City") regarding a project to create an 18-acre "health and well-being" campus at the landmark site bounded by Broadway, 18111 and 20th Streets ("Subject Property"). The City is excited about the project and believes that it will dramatically enhance this area of our downtown Louisville.

WHEREAS, University Health Care, Inc. dba Passport Health Plan ("Passport") is a local nonprofit community-based health plan that has had a large impact in Louisville Metro by employing more than 500 of our citizens, who have helped provide and administer Kentucky Medicaid benefits services since 1997;

WHEREAS, Passport occupies an important role working to improve the health and quality of life of its members in Louisville Metro due to the popularity and manner in which its services are provided to the region;

WHEREAS, Passport has always been consistently generous in its philanthropic activities and contributed to the fabric of our community;

WHEREAS, Passport intends to invest up to $40 million dollars to create a state of the art office park that is convenient to its members while also allowing them to access other related and necessary services on the same campus;

WHEREAS, given the economic, cultural, and comprehensive benefits that this project will bring to our City, the City desires to support this project;

NOW THEREFORE, The City and Passport agree as follows:

WWW .LOtIISVILLEKY COy

LOUISVILLE METRO HALL 527 WEST JEFFERSON STREET LOUISVILLE, KENTUCKY 40202 502.574.2003

1. The City will support Passport's efforts to obtain any and all zoning and site plan approvals necessary for the development of the Subject Property, as well as the attainment of any necessary overlay approvals in accordance with prevailing law.

2. The City will prepare any and all necessary resolutions, ordinances and/or approvals for the issuance of a local, ad valorem real estate Tax Increment Financing ("TIF") for the project pursuant to KRS Chapter 65. It is expected that the TIF will generate a range from $2.8M to $4M over 20 years, depending on the final design of Passport's campus and associated developments located thereon, project costs and percentage of participation from the City. TIF is a reimbursable incentive and requires that the property taxes be paid and then reimbursed on a schedule to be agreed upon by the parties.

If applicable, the City will provide all necessary support for applications for the maximum incentives available under the Kentucky Business Investment (KBI) program, and the Kentucky Enterprise Initiative Act (KEIA).

4. The City will expedite the evaluation of all licenses and permits necessary or desirable for the development and operation of the project.

5. Subject to Metro Council approval and appropriation, the City will offer incentives for job creation in the amount of $500,000.00 over a period of time to be agreed to by the parties in the Development Agreement;

6. The City shall offer, upon the closing of the site to Passport or the Project, $762,000.00 to assist in acquisition/land preparation costs for the project. These funds represent a disputed and contingent obligation of the City to a third party and the release of these funds must eliminate any and all obligations to the third party, disputed or otherwise. Payment of these funds is expressly conditioned upon the City obtaining a full release from the third party in a form satisfactory to the City and the Office of the Jefferson County Attorney and that should the third party be unwilling or unable to provide the release, the funds will not be paid.

7. As part of an existing project to re-align the intersection of 18th Street (Dixie Highway) & W. Broadway, the City will construct or cause to be constructed all streetscape improvements and related infrastructure within the City's rights-of-way along the Subject Property's frontage affected by the re-alignment project. [Specifically, this means 18 Street (Dixie Highway) and a portion of the West Broadway frontage starting with the current intersection of 18th Street (Dixie Highway) and the re-aligned intersection, including the construction of sidewalks, street lights, bus stop shelters, the planting of street trees, and any other streetscape improvements deemed appropriate by the City.]

As part of the streetscape improvements set forth in enumerated paragraph 7 herein, the City will relocate utilities within its rights-of-way along the Subject Property's frontages with West Broadway and 18th Street (Dixie Highway) only pursuant to the plans related to the intersection realignment project previously mentioned.

9. The City will explore the feasibility of constructing a parking garage on the Subject Property.

This offer in the form of a Letter of Intent is not binding and is not intended to and does not create any binding legal obligation for either party until such time as mutually acceptable terms and conditions are outlined and memorialized in a fully executed Development Agreement.

The terms of the arrangement as outlined herein will be subject to the approval of Passport's Board of Directors before being finalized and included in a definitive Development Agreement by and between Passport and City. The definitive agreement will address the detailed terms as well as structural matters (e.g. City and Passport may wish to explore different avenues to secure financial incentives to support not only the purchase of the Subject Property but also for the development of the health and well-being campus and digital hub). To this end, the parties shall endeavor to negotiate the terms of a mutually acceptable definitive development agreement within thirty (30) days from the date of this letter's acceptance.

HAVE SEEN AND AGREED TO:

LOUISVILLE METRO

BY: JJA

DATE I

UNIVERSIT ALTHARE, INC.

DATE: —~4; !( 47

APPROVED AS TO FORM AND LEGALITY

JEFFERSON COUNTY ATTORNEY MICHAEL J. O'CONNELL