HomeMy WebLinkAbout2021-134DSpecial Assessment Agreement and Indemnity Agreement
This Special Assessment Agreement and Indemnity Agreement (this "Agreement") is entered
into as of the day of September 2021 "Effective Date") by and among INDIAN RIVER COUNTY
("the County") and Indian River Memorial Hospital Inc. d/b/a Cleveland Clinic Indian River
Hospital, a Florida noorofit 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- 1'2- , (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.
3. Hospital's Re resentations 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.
2
4. Entire Agreement.
This Agreement contains the entire agreement of the parties regarding the subjectmatter 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.
(Signature Block on the Following Page)
ATTEST:
"Ma VA
Approved as to Form and to Legal Sufficiency
By:
County Attorney
Witness:
Print name:
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
COMM/s•••
Indian River County, by its Board#`
County Commiss'oners
By. ,
oseph E. nesc1e—i',-CTia1rran \pQ:
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immoved as to Terms and Conditions "
M.
Jasoij E./Brown, Go-trfity Administrator
Hospital
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(Signature)
Gregory Rosencrance MD
President
The foregoing instrument was acknowledged before me by means of Lx j physical presence
or (j online notarization this 17th day of September, 2021 by Gregory Rosencrance, who is
personally known to me.
Notary Public
(Seal)
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