HomeMy WebLinkAbout2021-134CSpecial Assessment Agreement and Release of Liability
This Special Assessment Agreement and Waiver (this "Agreement") is entered into as of the
day of September 2021 (the "Effective Date") by and among INDIAN RIVER COUNTY ("the
County") and Cleveland Clinic Indian River Hospital, a Florida, not-for-profit 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- i2- , (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 makingintergovernmental
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, which
include an administrative fee to cover the County's expenses associated with implementation of the
program.
2.2 Release of Liability.
The Hospital acknowledges that it is voluntarily entering this Agreement.
In addition to the waivers in the previously executed Agreement between the Hospital and County,
the Hospital hereby waives any and all other procedural and substantive objections to the Special
Assessments related to collection of the administrative fee, as described in the Ordinance, and its use to
cover any increase in the County's Medicaid contribution due to the establishment of local provider
participation funds in the State of Florida.
2.3 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.
3. 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
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 tothe 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.
6. Severability.
If any provision of this Agreement would violate state or federal law or create any impediment
to the use of assessment funds to provide the nonfederal share of Medicaid supplemental payments,
such provision will be null and void. If any provision of this Agreement is so voided or is held invalid
or unenforceable by any court of competent jurisdiction, such holding will not invalidate or render
unenforceable any other provision of this Agreement.
(Signature Block on the Following Page)
ATTEST:
STORM w M,
I �.—
Approved as to Form and to Legal Sufficiency
By: /
County Attorney
Witness:
Print name:
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
... VO�j�/sem`
Indian River County, by its Board df
County Commissio ers
By: : = .�
Joseph E. F1 scher, Chai OUPJ7Y,F\�:oP.•.
Approved as to Te s Conditions
By:
J so E. Brown, County Administrator
Cleveland Clinic Indian River Hospital, Inc.
a Florida / ation
J •e�� �
(Si ture)
Gregory Rosencrance
President
The foregoing instrument was acknowledged before me by means of (_x_) physical presence
or U online notarization this 17th day of September, 2021 by Gregory Rosencrance, who is
personally known to me.
IVVf
Notary Public
(Seal)
NON otary Public State d FWjda
Michelle V 80Ui r
023
MY CORM"a w G(, 3353W
a � Expires 07/11/2