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HomeMy WebLinkAbout2021-134ASaecial Assessment Agreement and Indemnity Agreement This Special Assessment Agreement and Indemnity Agreement (this "Agreement") is entered into as of the 29 day of September, 2021 (the "Effective Date") by and among INDIAN RIVER COUNTY ("the County") and STEWARD SEBASTIAN RIVER MEDICAL CENTER, INC., a Delaware corporation, including its successors and/or assigns (the "Hospital"). Recitals: WHEREAS, on September 14, 2021, the Board of County Commissioners (the "Board") may enact Ordinance 2021-�, (the "Assessment Ordinance") at the request of the privately -owned hospitals (collectively, the "hospitals") that are located in Indian River County (the "County"); and, WHEREAS, the Assessment Ordinance, if passed, will authorize the Board to annually levy assessments on properties owned or used by the hospitals; and, WHEREAS, the Assessment Ordinance will create the Local Provider Participation Fund, a special revenue fund in which the County shall account for the collected assessments; and, WHEREAS, pursuant to the Assessment Ordinance, the sole purposes for which the Board may utilize the money so collected and accounted for in the Local Provider Participation Fund are to fund participation in Florida's Medicaid supplemental payment programs by making intergovernmental transfers to the Agency for Health Care Administration ("AHCA") and to fund payment of administrative costs as defined in the Assessment Ordinance; and, WHEREAS, AHCA will apply the intergovernmental transfers that it receives from the County towards the non-federal share of a Medicaid supplement payment program; and, WHEREAS, as a result of the County's payments of the intergovernmental transfers, the State of Florida, through State Medicaid Managed Care organizations or other means, will reimburse the hospitals at a higher rate for the services that they provide to Medicaid -managed care enrollees. NOW, THEREFORE, the parties to this Agreement, in consideration of the promises, covenants, and agreements made by each to the other, do hereby agree as follows: 1. Incorporation of Recitals. The foregoing Recitals are incorporated into this Agreement by reference, including the definitions set forth therein. 2. Consent, Waiver, and Term. 2.1 Consent. The Hospital hereby consents to the Board's imposition of the special assessments against the Properties in accordance with this Agreement. The Hospital expressly approves the special assessments and waives any challenge that the amount of the special assessment levied against it is not properly apportioned in accordance with Florida law. 2.2 Release of Liability. The Hospital acknowledges that it is voluntarily entering this Agreement and agrees not to object to or challenge the enactment, application, or enforcement of the Ordinance in any administrative or legal action, as long as the Medicaid supplemental payment program supported by the intergovernmental transfers remains in operation and effect. The Hospital understands that each party is entitled to a public hearing pertaining to the Board's imposition of the special assessments that are to be levied in accordance with this Agreement, and a public hearing to confirm the assessment rate. The Hospital waives such hearings and appeal rights, and also hereby waives any and all other procedural and substantive objections to the special assessments that any statute, administrative rule, ordinance, or other law may provide, including but not limited to: (a) notice and public hearing requirements; (b) claims that the special assessments are not properly apportioned in accordance with Florida law; (c) claims that the special assessments are not uniform upon the same classes of property; and (d) any rights to an appeal from the special assessments, or any other appeal rights available under any statute, ordinance, administrative rule, or law. 2.3 Indemnity The Hospital hereby indemnifies and holds harmless the County, its officers, employees and agents from claims arising from any challenge to the procedure or authority of the County to adopt the Indian River County Local Provider Participation Fund Ordinance (the "Ordinance") and to levy or collect an assessment pursuant to the Ordinance, including any and all claims and the costs and fees associated with the defense of the aforesaid claims, that may arise from an objection or challenge to the validity of the Indian River County Local Provider Participation Fund Ordinance by a payer, or any challenge by a payer to the County's procedure or authority to impose any assessment levied or collected thereunder. 2.4 Term Except as otherwise set forth in this Agreement, this Agreement shall expire upon payment in full of all special assessments that are levied against the Properties pursuant to this Agreement. Hospital's Representations and Warranties. The Hospital represents and warrants that: (a) it is duly organized, validly existing and in good standing in the state of its organization and has authority to do business under the laws of the 2 State of Florida; and (b) it has all necessary power and authority to enter into and perform the transactions contemplated by this Agreement. 4. Entire Agreement. This Agreement contains the entire agreement of the parties regarding the subject matter thereof. No oral statements, representations or prior written matter relating to the subject matter herein, but not specifically incorporated herein, shall have any force or effect. 5. Modification. No modification of this Agreement shall be valid or binding unless such modification is in writing and duly executed by all of the parties hereto. (Signature Block on the Following Page) 3 ATTEST: Approved as to Form and to Legal Sufficiency By: County Attorney Wi ss: Print name: Sr P<A_T_ STATE OF r lo(vA ) COUNTY OF ivey) Ga............. Ac4, .ti, Indian River County, by its Board of �s County Commissio rs , ,) By: c ep E. Flescher, Chairmafi�� A oved as to Terms and Conditions STEWARD SEBASTIAN RIVER MEDICAL CENTER, INC., a Delaware c e ation By: Name: L Title: The foregoing instrument Was acknowledged before me by means of Unphysical presence or online notarization this day of September, 2021 by D Qh j ft k.htl 1 as S ` of Steward Sebastian Medical Center, Inc., a Delaware corporation, who is personally known to me or has produced as identification. (;otar,y Public (Seal) *w � d bd y e EMy CoMn**W WM GG $44054 4