RESOLUTION NO. 2018-01
of the
BOARD OF TRUSTEES OF THE
INDIAN RIVER COUNTY HOSPITAL DISTRICT
to
SELECT AND ENTER INTO A NON-BINDING LETTER OF INTENT WITH A PARTNER
WHEREAS, Indian River County Hospital District (the “District”) is a special taxing district created by the Legislature of the State of Florida, Chapter 2003-382, Laws of Florida and located in Indian River County, Florida.
WHEREAS, the District is organized and operated to establish, construct, purchase, operate, maintain and lease such health facilities and provide health and medical services as are necessary and desirable for the preservation of the health of the residents of the District and for the good of the public of the District, all of which is set forth in the District’s enabling legislation.
WHEREAS, the District is, among other things, the owner of real estate, facilities and fixtures leased to Indian River Memorial Hospital, Inc., d/b/a Indian River Medical Center (“IRMC”) for the operation of a medical center (the “Medical Center”) as set forth in that certain Amended and Restated Lease of Hospital Facilities and Agreement for Operation of Indian River Memorial Hospital dated November 15, 2012 by and between IRMC and District (the “Lease”).
WHEREAS, as a result of health care reform, consolidation of providers and outside factors beyond the control of the District and IRMC, the Board of Directors of IRMC has become increasingly concerned about its ability to remain competitive in long-term future as an independent, free-standing hospital.
WHEREAS, the Board of Directors of IRMC determined that it was in its best interest and in the best interest of the community that it serves to join an integrated health care delivery system in order to continue to improve quality and enhance access for the citizens of Indian River County, Florida and its surrounding regions and accelerate the building of a preeminent, regionally significant and locally-responsible health care delivery system that provides value- based health care services throughout the region.
WHEREAS, the District shares the concerns of the Board of Directors of IRMC that a relationship with an integrated health care delivery system is necessary to improve quality and enhance access to quality medical care for citizens of Indian River County, Florida and its surrounding regions.
WHEREAS, after a public, open and transparent evaluation process and with the input of its selected advisors, the Board of Trustees of the District (the “Trustees”) believe that
(the “Partner”) represents the best potential transaction partner to achieve the foregoing goals and objectives and to advance the District’s, IRMC’s and Partner’s combined missions through coordinated planning, effective allocation of resources and services, cost savings and
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integrated health care delivery in order to achieve measurable national-leading high quality care and best patient experience.
WHEREAS, the Trustees believe that the combination of IRMC and Partner into an integrated health system will benefit community residents of Indian River County, Florida and the surrounding regions, regardless of their ability to pay.
WHEREAS, after a parallel and similar public, open and transparent evaluation process and with the input of its selected advisors, IRMC also believes that Partner represents the best potential transaction partner to achieve the foregoing goals and objectives.
WHEREAS, the Trustees deem it to be in the best interest of the residents of the District and communities it serves to work collaboratively with IRMC and its Board of Directors toward the development of definitive terms and conditions of the duration, structuring and operation of an integrated health care delivery system on the terms and conditions of the proposed materials that Partner presented to the Trustees and IRMC as part of the evaluation process including possible amendments to the Lease (the “Proposed Transaction”).
NOW, THEREFORE, be it resolved:
- The recitals set forth above are true and correct, and are adopted as findings anddeterminations of the Trustees.
- Based upon the presentation materials submitted pursuant to the evaluation process described above, the Trustees select Partner as the organization with which the Trustees wish, on behalf of the District, to pursue the Proposed Transaction.
- The Trustees authorize the negotiation and execution of a non-binding letter of intent among the District, IRMC, and Partner for the Proposed Transaction (the “LOI”), which LOI shall include the following terms and conditions:
- The LOI shall be non-binding and no party will be entitled to any recourse, in the form of damages, or otherwise, if there is a failure, for any reason, of the parties to agree to or execute definitive, binding agreements for the Proposed Transaction.
- The Proposed Transaction shall be contingent upon:
- Satisfactory completion of legal, financial and other due diligence;
- Successful negotiation and execution of definitive agreements setting forth the binding terms and conditions of the Proposed Transaction (the “Definitive Agreements”);
- The parties’ obtaining any and all required internal approvals, including the approval by the Trustees and other respective governing boards;
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- The parties’ obtaining any and all required governmental and third party approvals; and
- Satisfaction or appropriate waiver of any and all other conditions to closing set forth in the Definitive Agreements.
c. The LOI will include the following binding terms and conditions:
- The District and IRMC shall negotiate exclusively with the Partner for a period of 90 days (the “Exclusivity Period”) regarding the Proposed Transaction.
- Each party will be responsible for its expenses, except that the Partner will incur the cost of any Hart-Scott-Rodino and any other antitrust pre-merger filing.
d. The LOI shall include such other terms and conditions as are customarily found in similar non-binding letters of intent.
- The Trustees authorize the Chairwoman of the Board of Trustees, in the name and on behalf of the District, to be their appointed representative and execute and deliver the LOI and to take such other actions as are necessary to carry out the intent and accomplish the purpose of the foregoing and the actions contemplated thereby.
- This Resolution shall take effect immediately upon its adoption.
Dated this 30th day of January, 2018.
ATTEST:
____________________________________ Ann Marie McCrystal, Secretary
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