HomeMy WebLinkAboutRes1993-110
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Sponsored by: Tones
CITY OF SEWARD, ALASKA
RESOLUTION NO. 93-110
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA, APPROVING A PURCHASE AGREEMENT
AND LEASE AGREEMENT FOR THE ACQUISITION OF RESURRECTION
BAY HEALTH CLINIC, APPROPRIATING FUNDS AND ESTABLISHING
A LINE OF CREDIT FOR SEWARD GENERAL HOSPITAL
WHEREAS, the Seward Community Hospital Board has recommended that the
city purchase Resurrection Bay Health Clinic in order to stabilize the medical community
and to attract new physicians to the city of Seward; and
WHEREAS, it is in the public interest to expend public funds to create a work
environment which will be attractive to physician candidates eligible for employment by
the hospital; and
WHEREAS, acquisition of the Resurrection Bay Health Clinic and assumption of
the clinic's lease will provide such an incentive to prospective physician employees; and
WHEREAS, the acquisition of the clinic will require the transfer of certain city
funds to the hospital and will further require that the city establish a line of credit for the
hospital to assure the availability of sufficient operating funds during the transition from
private to public ownership of the clinic;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA, that:
Section 1. The Purchase Agreement between the city of Seward and Resurrection
Bay Health Center is hereby approved. A copy is attached and incorporated herein by
reference as Attachment "A".
Section 2. The Assignment of Lease Interest of a portion of the Seaview Plaza
from Resurrection Bay Health Clinic to the city of Seward is hereby approved. A copy
is attached and incorporated herein by reference as Attachment "B".
Section 3. The sum of $113,%5 is hereby appropriated from the General Fund
Fund Balance Account No. 101-3070 to Seward General Hospital.
Section 4. The sum of $150,000 of the General Fund Fund Balance is hereby
designated as a line of credit for Seward General Hospital for the purpose of meeting
operating needs of the clinic, with such funds to be repaid to the city over a three year
period at an interest rate equal to the rate established by the twenty year bond index.
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ASSET PURCHASE AGREE.vffi.~T
This ASSET PURCHASE AGREEMENT ("Agreement") is entered into
as of September 1, 1993 by and between Resurrection Bay Health Center, Inc., an
Alaska corporation ("Center"), Timothy Pollard, M.D. and Bruce Packard, M.D.
(together, "Physicians"), and The City of Seward, Alaska, dba Seward General Hospital
("Hospital ").
RECITALS
Alaska.
A. Hospital operates a 32-bed acute care facility located in Seward,
B. Center owns and operates a primary care medical center located
at Third and Railway Avenues, Suite 101, Seward, Alaska ("Facility"), consisting of
the medical practices of Physicians and all the assets, including goodwill, related or
used in connection with their practices (together, the "Practices").
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SECTION I
PURCHASE OF ASSETS
1.1 Transfer of Assets. Subject to Section 1.2, Center and
Physicians hereby agree to sell to Hospital, and Hospital hereby agrees to purchase
from Center and Physicians, on the terms and conditions set forth in this Agreement,
and to the extent transferable under applicable law, all of the tangible and intangible
assets owned by Center or Physicians and related to or used in connection with the
Center and the Practices as of the Closing Date, including, but not limited to, the
following:
(a) Furniture and Equipment. All furniture, equipment and other
tangible assets listed in Exhibit 1.1 (a) ("Equipment");
(b) Suo1)lies. All of the supplies and inventories located at the
Facility or used in connection with the Practices;
(c) Records All of the files, books, records of operations and
patient medical records of the Practices, and personnel records
of employees of the Center hired by Hospital;
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(d)
Intangibles. All of the goodwill and other intangible assets of
the Center and the Practices;
(e) Receivable. The amounts owed to the Center for services by
Dr. Bigelow (the "Bigelow Receivable");
(f) Contracts The contracts, payor contracts, vendor contract and
leases of the Center and the Physicians listed in Exhibit 1.1 (f).
including the Contract for Professional Services between
Dr. Timothy Pollard and Lavern Davidhizer ("Assumed
Contracts");
(g) Insurance The insurance contracts, policies and insurance
claims of the Center and the Physicians set forth in Exhibit
.l.J..W;
(h) Name. The name of Center; and
(i) Computer. The Center's computers and software.
All of the assets to be sold hereunder are referred to collectively as the "Assets."
1.2 Excluded Assets. Notwithstanding the foregoing, the following
assets of Center and the Practices shall not be sold with this Agreement, and shall
remain assets of Center or Physicians: accounts receivable specifically set or on the
books of Center as of the Closing Date and listed in Exhibit 1.2 (other than the Bigelow
Receivable); the medical library; the personal stethoscope of Dr. Pollard; the personal
portable otoopthalmoscope. These assets shall be referred to as "Excluded Assets".
SECTION 2
LIABll..ITIES
2.1 Assumed Liabilities. Subject to the terms and conditions
set forth in this Agreement, Hospital shall assume and agree to pay, perform and
discharge only the following liabilities and obligations of the Center and the Practices
as the same exist at 12:01 a.m. of the day following the Closing Date:
(a) Tail Insurance. The tail insurance coverage for Dr. Hickel,
as set forth in Exhibit 2.1 (a); and
(b) Contract Li~bilities. The performance obligations of the
Center under the Assumed Contracts.
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vacation payor I:.1e employees or' me Center agrero to oy Jll
parties prior to the Closing, provided that any such payments or
obligations shall be deducted, dollar for dollar from the purchase
Price.
The liabilities and obligations listed above are together referred to as the "Assumed
Liabilities" .
2.2 Excluded Liabilities. Hospital shall not assume nor be liable
for any claim, liability or obligation of, or in any way related to, the Center, Practices
or the Physicians, or any employee, agent, representative or contractor to the Center
or the Physicians, whether known or unknown, fixed or contingent, accrued or
unaccrued, or any liability or expenses in connection with a lawsuit filed by Dr.
Bigelow (together all such excluded liabilities are referred to as the "Excluded
Liabilities"), except for the Assumed Liabilities expressly set forth in Section 2.1.
SECTION 3
PURCHASE PRICE
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3.1 Purchase Price. As consideration for the transfer of the
Assets, Hospital shall deliver to Center at the Closing, by certified check or wire
transfer of funds, $101,000 less the amounts paid under Exhibit 2.1 (a) for tail insurance
coverage for Dr. Hickel and any amounts deducted under Section 2.1(c)("Purchase
Price").
3.2 Comideration to HosDital. On the Closing Date, Physicians
shall execute and deliver to Hospital appropriate assignments bills of sale and other
documents as reasonably requested by Hospital, pursuant to which Physicians shall sell,
assign, transfer and deliver to Hospital all the right, title and interest in and to the
Assets.
SECTION 4
REPRESENTATIONS AND WARRANTIES
4.1 ReDresentatiom and Warranties. Physicians hereby represent
and warrant to Hospital that the following are true and correct as of the date of this
Agreement:
(a)
Professional Standing. Physicians are licensed by the State of
Alaska, are in good standing, and are not subject to any actual or
threatened investigation by the State of Alaska or any other
governmental agency.
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Cc::ter, and no orner person nas any ciaim, nght, title to , or
interest in, the Practices or the Assets. Center owns the Assets
free and clear of any liens, security interests, claims and
encumbrances, except as set forth in Exhibit 4.l(bl. Center has
not sold, and is under no current obligation to sell, any of the
Assets to any other person or entity.
(c) ~. Center has paid, or shall pay, all taxes owed by the
Center on account of the Practices, and all taxes incident to the
transactions contemplated by this Agreement, including, but not
limited to, income and sales and use taxes and property taxes, if
applicable.
(d) Absence of specified ChanlZes. Since July 1, 1993 and except
for transfers by Physicians to Center, there has not been any
transaction by Center or Physicians except in the ordinary course
of business as conducted on that date or any material adverse
changes in the financial condition of the Practices, or of any of
their liabilities, assets or business.
(e) Environmental. There are no conditions at, in, on, under or
related to the Facility or the Assets which pose a hazard to
human health or the environment other than such conditions
which are in compliance with applicable Environmental Laws.
There has been no production, use, treatment, storage,
transportation, handling, discharge, disposal, arrangement for
disposal or release or threatened release therefrom of any
Hazardous Substance or Solid Waste, other than in compliance
with applicable laws. For the purposes of this Agreement,
Environmental Laws mean all laws which deal with Solid Waste,
hazardous waste, waste water discharges, water quality, drinking
water, air emissions, air quality, Hazardous Substances or
employee health, safety or community right-to-know; Hazardous
Substance(s) means asbestos, radioactive material, radon, PCBs,
petroleum hydrocarbons, and any substance deemed under federal
or Alaska law or regulation a hazardous substance, hazardous
waste, hazardous material, medical waste, human carcinogen or
reproductive toxin, pesticide, fungicide, rodenticide, pollutant or
contaminant, or toxic air pollutant; Solid Waste means any
substance deemed a waste under any applicable federal, state,
county local law , ordinance, rule or regulation, but not including
hazardous waste. Notwithstanding the foregoing, the liability of
Physicians and Center under this section shall not exceed their
liability already existing prior to the Closing Date.
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F:.l";liilY , d.nd C<:mcf nas title to such EqUlpmem, free and cle.ir
of all leases, claims and encumbrances. Center has performed all
maintenance and servicing, and taken all other actions, required
to maintain in effect any manufacturer's warranties for the
Equipment.
(g)
Liti~ation. Except as set forth in Exhibit 4.l(e), there is no
lawsuit or governmental investigation pending or threatened in
writing against Center or Physicians or any of their employees or
independent contractors.
(h)
Conflicts. The purchase and sale will not conflict with or
violate any agreement or law to which the Center or the
Physicians are subject.
(i)
Disclosure. The representations and warranties contained in
this Agreement and the information contained in the exhibits are
true and correct in all material respects and do not omit to state
any material fact necessary to make the statements contained
therein not misleading. There is no fact which materially
adversely affects the condition, properties, business and
operations of the Center, Practices or Physicians, except as set
forth in the Exhibits.
4.2 Covenants of Phvsicians. Physicians hereby covenant to give
Hospital and it agents, accountants and consultants access during normal business hours
to all of the Assets, property , books, contracts, commitments and records related to
or used in connection with the Practices.
SECTION 5
COVENANT
5.1 Accounts Receivable. Hospital shall, on behalf of the Center,
collect the accounts receivable of the Center arising from services rendered by the
Center before the Closing Date. Center shall pay Hospital ten percent (10%) of any
collections as a fee for such service, which fee may be deducted by Hospital from the
collections. Hospital may establish a separate bank account for this purpose. Hospital
shall remit the collections, less its fee, to Center within thirty (30) days of the date of
receipt. Hospital shall not be required to take any active collection steps after six (6)
months from the Closing Date. Center or Physicians shall have the right to audit the
collection efforts of Hospital, with reasonable notice to Hospital. Physicians shall be
consulted with respect to collection policies.
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EFFECTIVENESS OF AGREEi'1L'\'T:
CLOSING DATE: AND CONDmONS TO CLOSING
6.1 Effectiveness of Al!reement.
effective on and as of the date hereof.
This Agreement shall become
6.2 Closinl! Date. For the purposes of this Agreement, the Closing
shall be defined as 10:00 a.m., on September 1, 1993, at Hospital's offices, 417 First
Avenue, Seward, Alaska or such other time and place to which the parties mutually
agree (the "Closing Date"). The delivery of the Bill of Sale and the delivery of the
other instruments required under this Agreement to close this transaction shall, if all
other conditions precedent to the Closing under this Agreement have been satisfied,
occur at the Closing. The Closing shall be deemed effective, for pro-ration and other
purposes, at 12:01 a.m. on the Closing Date.
6.3 Conditions to Oblil!ations of Hospital. The obligations of
Hospital to be performed by Hospital on or after the Closing Date are subject to the
satisfaction or waiver by Hospital on or before the Closing Date of the following
conditions (if these conditions are not satisfied by the Closing Date, Hospital shall have
no further obligation or liability whatsoever to Center or Physicians, except for a
breach of a covenant of Hospital set forth herein):
(a) Revresentations. The representations and warranties of
Physicians contained in this Agreement shall be true in all
material respects on and as of the closing Date.
(b) Results of InSl)eCtions. The results of the operations,
environmental, financial, personnel and other inspection s
conducted by Hospital prior to the Closing Date have not
revealed any liability or obligation not disclosed pursuant to this
Agreement of over $5,000, or Hospital has waived this condition.
(c) Covenants. Center shall have performed and satisfied in all
material respects all covenants and conditions required by this
Agreement to be performed or satisfied by Physicians on or prior
to the Closing Date.
(d) Consents. The lessor of the Facility has consented in writing
the assignment of Center's lease to Hospital.
(e) Approvals. Approval by the Board of Directors of the Hospital
and City Council of the City of Seward.
6.4 Pro-Rations. Center and Hospital shall pro-rate, as of the
Closing Date, (a) prepaid expenses; (b) any amounts which become due and payable
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(c) any amOUnL3 which are collected or ea.....ned after we Closing Date, all in an equltaole
fashion.
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6.5 Covenants. Physicians shall, until the Closing Date:
(a) Use their best efforts to obtain all approvals and consents
necessary for the execution, delivery and performance by
them and Center of this Agreement;
(b) Give Hospital and its agents access to all the Assets,
including medical records;
(c) Cooperate with Hospital in connection with Hospital's
efforts to obtain all licenses and consents necessary for
the continued operation of the Hospital;
(d) Perform all obligations under the Assumed Contracts; and
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(e)
Conduct operations of the Center in the ordinary course.
SECTION 7
INDEMNIFICA TION AND CLAIMS
7.1 Indemnification bv Center and Phvsicians. Center and
Physicians shall indemnify, defend and hold harmless Hospital and its officers,
directors, members, employees, representatives, attorneys, agents and affiliates from
and against any and all losses, liabilities, judgments, actions, causes of action, damages,
claims, demands, costs, obligations, deficiencies and expenses (including interest,
penalties and attorneys fees and expenses) which arise out of, result from, or relate to
the Excluded liabilities, any act or omission of Physicians, or the breach or inaccuracy
of any representation, warranty or covenant made in this Agreement by Physicians.
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7.2 Indemnification bv Hosl)ital. Hospital shall indemnify, defend
and hold harmless Center and Physicians, and their employees, representatives,
attorneys, agents and affiliates, from and against any and all losses, liabilities,
judgments, actions, causes of action, damages, claims, demands, costs, obligations,
deficiencies and expenses (including interest, penalties and attorneys fees and expenses)
which arise out of, result from, or relate to the Assumed Liabilities, any act or
omission of Hospital after the Closing Date with respect to the Facility or the Assets,
or the breach or inaccuracy of any representation, warranty or covenant made in this
Agreement by Hospital
SECTION 8
MISCELLANEOUS
8.1 Bindinl! Effect: Parties Interested Herein. This Agreement
shall inure to the benefit of and shall be binding upon Center, Physicians and Hospital
and their respective successors and assigns. Nothing in this Agreement expressed or
implied gives to any person, other than Center, Physicians and hospital, any right,
remedy or claim under this Agreement. All the covenants, representations, warranties
and agreements contained in this Agreement shall be for the exclusive benefit of Center,
Physicians and Hospital.
8.2 Governinl! Law. This Agreement shall be deemed to be made
in, and in all respects shall be interpreted, construed and governed by and in
accordance with, the laws of the State of Alaska.
8.3 Survival of Representations. All the representations,
warranties, covenants and agreements contained in this Agreement shall survive the
Closing Date.
8.4 Counteroarts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instruments.
8.5 Entire Ae:reement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter and supersedes any other
prior understandings, negotiations and agreements, including the Confidentiality
Agreement among the Hospital, Physicians and Brim Physician Services Group
regarding the Prison Contract, physician fees and employee salaries, which is hereby
cancelled and void.
8.6 Modification.
writing signed by all parties.
This Agreement may only be amended by a
8.7 Arbitration. In the event of any dispute between the parties
with respect to this Agreement which cannot be resolved in good faith, the parties shall
submit the matter to binding arbitration in Kenai Peninsula Borough in accordance with
the rules of the American Arbitration Association. The prevailing party in such
arbitration shall be entitled to its reasonable attorneys' fees, costs and expenses.
8.8 Exhibits. The exhibits attached to this Agreement are hereby
incorporated herein by this reference.
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Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs.
8.10 Risk of Loss. Until the Closing, Physicians shall bear all risk
of loss, injury, damage, or destruction of the Assets.
8.11 Notices. All notices or other communications under this
Agreement shall be sent to the parties at the addresses set forth below:
Center:
Resurrection 'Bay Health Center, Inc.
Third and Railway Avenues, Suite 101
P.O. Box 9
Seward, Alaska 99664
Ph.ysicians:
Timothy Pollard, M.D.
432 Second Avenue
Seward, Alaska 99664
Bruce Packard, M.D.
480 Serrano
Wasilla, Alaska 99654
Hospital:
2e\';1lG. t]ener':._ : 10Spital
417 First A venue
P.O. Box 365
Seward, Alaska 99664
Attention: Chief Executive Officer
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first above written.
. CENTER .
RFBURRECTION BA 9':TH CENTER, INe.
BY~ ~ o\\o..r-~.~O
, Timothy po~ '
~l.f~ >>; . 7>
Bruce Packard, M.D. /
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"PHYSICIANS"
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Bruce Packard, M.D.
"HOSPITAL"
By
THE CITY OF SEWARD, ALASKA, dba
SEWARD GENERAL HOSPITAL
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Tyler ~nes
City Manager
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WOHLFORTH, ARGETSINGER, JOHNSON &
BRECHT, Attorneys for the City of
Seward'(")J"'" /' ~
By ~r.
City Attorney
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Insurance Contracts
Participation Agreement with Medicare and Medicaid
Participation Agreement with Aetna
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Equipment List
Resurrection Bay Health Center
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Quantity DesaiptiOIl
Business Office
6 HOD file cabinets (horizontal, 4' wide, 5 shelves) (/) $150
1 Copier, Ricoh on slaDd
6 File cabinets (/) S85 (2-4 drawers)
5 Desks (/) S 150
7 Chairs (/) S 100
1 Computer with 1. Laserjet printers, other printers (1..')
1 Phone system
1 Computer hutch/Coffee stand
Physician's Office
1 Small desk
3 Chairs (/) $85
1 Table
1 File cabinet
2 Bookcases @ $100
Waiting Area
19 Chairs (/) $105
3 Tables (/) $80
2 Lamps (/) $80
1 Wheelchair
1 Plant
Dr. Hickel's Office
1 Desk
2 Chairs (/) $85
1 Secretary's chair
3 Book cases (/) S 100
1 File cabinet
Dr. Lewis's Office
1 Desk
1 File cabinet
1 X-ray view box
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3 Book cases C $100
1 ]m's dcsIt
S Chairs C $105
1 Secretary's chair
Lab Area
I Chair
I Floor scale
I Deteclo baby scale
I Refriaerat.or
I Flexible Siamoidoscope (at hospital)
I TYmpallometer GSI 28
I Ught box
I Stool
Procedure Room
I Procedure table by Ritter
I Stool
I Instrument tray
I Cast cutter
I Welch Allyn set, wall -mounted
I Floor lamp
ClUtches
I Centrifup, Triac
I Microscope (AO)
I Sybron steriliZlll'
I Dustbuster
I Stool
I SIoRae raclt
Exam Room ,
I Midmark 404 exam table
I Floor lamp
I Welch Allyn set
I Stool
I Chair
Exam Room 11
I Midmark 404 exam table
I Floor lamp
I Welch Allyn set
I Stool
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1 Chair
Exam Room 111
1 Midmark 404 exam table
1 Floor lamp
1 Welch Allyn set
1 Stool
1 Chair
bam Room 13
1 Midmark 404 exam table
1 Floor lamp
1 Welch Allyn set
1 Instrument tray
1 Stool
1 Chair
.E:xam Room #5
1 Midmarlt 404 exam table
1 Floor lamp
1 Welch Allyn set
1 Stool
1 Chair
~ Room #7
1 Midmark 404 exam table
1 Floor lamp
1 Welch Allyn set
1 Instrument tray
1 Stool
1 Chair
~ Room #9
1 Hamilton exam table
1 Stool
1 Chair
1 Floor lamp
1 Welch Allyn set
~ Room #8
1 Hamilton exam table
1 Stool
1 Chair
1 Floor lamp
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1 I Welch Allyu set
Supply Room
1 T Ladder
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Payor Contracts, Vendor Contracts, Leases included with Acquisition
Contract for services:
University of Washington Family Practice Residency Program
Nursing Home Services Agreement with Wesleyan Nursing Home
Vendor contracts for photocopy machine, postage meter, telephone system and computer
support service
Physicians and hospital acknowledge that the agreement between Dr. Davidhizer for medical
services at the prison is an important part of the acquisition.
The responsibilities of the real estate lease agreement between Resurrection Bay Health
Center, Inc and the owners of the medical office building at which the clinic resides will be
assumed by Seward General Hospital. This sublease is the subject of the attached sublease
agreement.
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Excluded Assets
The accounts receivable for physician services outstanding on the books as of the closing date
are not part of this transaction. They will remain the physician's property. A copy of the
outstanding accounts as of the closing date will be prepared as soon as practical after closing
and after all pre acquisition charges have been posted. That list will be included as part of
this agreement.
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Assumed Liabilities
Hospital will assume the existing liability for Dr. Jack Hickel's tail insurance if and when
that physician leaves the community or incurs that tail insurance. This amount will be
subtracted from the purchase price upon closing. Present cost of that tail insurance ability is
$30,000. This amount will be deducted from the acquisition price at closing.
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Excluded Liabilities
No other liabilities will be assumed by hospital. The dollar value for total sick leave,
vacation and personal leave outstanding for Center employees is a total of $ 7878.62
as of August 31, 1993. This amount will be deducted from the Purchase Price of the
acquisition in the closing documents.
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DATE: 31 AUGUST 1993
EMPLOYEE
HOURS
RATE
TOTAL
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MARANA 112 $8.00 $896.00
MYRA 37 $8.00 $296.00
SHIRLEY 128.25 $8.75 $1122. l8
PATTY 122.5 $10.50 $l286.25
BEVERLY 94 $11. 76 $1105.44
DITA 185 $17.15 $3172.75
TOTAL $7878.62
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Liens, Secunty Interests, EnL...uHorances, Other Claims
To the best of the physician's knowledge, there are no liens, encumbrances or obligations
against the assets or the corporation, with the exception of the outstanding or threatened
lawsuit filed by Dr. Loy Bigelow in regard to her former employment at the clinic and the
outstanding sick leave, vacation and personal clays off, as indicated on Exhibit 2.2.
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LitigaLion
The physicians and the hospital acknowledge that there is an outstanding or potential lawsuit
filed by Dr. Loy Bigelow in regard to her former employment at the clinic. The physicians
acknowledge that the hospital is not a party to this lawsuit and that the hospital is neither
responsible for nor accepting responsibility for any claims made by Dr. Bigelow. There are
no other lawsuits or investigations pending or threatened.
Mr. Lorin McKay
Seward General Hospital
P.O. Box 50S
Seward, Ak 99664
Dear Lorin:
Pursuant to our conversation yesterday concerning the lease
currently in effect between RESURRECTION BAY HEALTH CENTER and
SEAVIEW PROPERTIES, the purpose of this letter is to assure you
that Bruce Sieminski and I will consent to an assignment of the
Lease by REHC, as Tenant, to SEWARD GENERAL HOSPITAL.
As we discussed, all terms, conditions and. other pertinent
matters as these specifically relate to the lease will remain in
effect for the balance of the lease which will expire on February
28, 1994. For your further review I have enclosed a copy of Clause
11 of the Lease as this outlines the Assignment and Subletting
provisions.
I will appreciate being periodically apprised of your
negotiations with REHC as developments warrant.
Please be assured we value RESURRECTION BAY HEALTH CENTER as
a tenant and we look forward to assisting SEWARD GENERAL HOSPITAL
with this particular endeavor in every way possible.
,ncerelY I
~;..Li~~
SEAVIEW PROPERTIES
Enc: 2
DRL:tc
cc: B. Sieminski
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This BILL OF SALE, dated as of September 1. , 1993, is executed and delivered by
Resurrection Bay Health Center ("Seller") to Seward General Hospital ("Buyer").
For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged,
THE PARTIES AGREE AS FOLLOWS:
1. Seller hereby sells, conveys, transfers and delivers to Buyer all right, title and interest
of Seller in and to all the equipment of Seller set forth in Exhibit 1.1A to this Bill of
Sale (the" Assets").
2. Seller shall deliver to Buyer such other documents and do all such other acts and
things as may be necessary more fully to convey and assign to Buyer title to all the
Assets.
3.
This Bill of Sale is made with full substitution and subrogation of Buyer in and to all
covenants and warranties by any party other than Seller heretofore given or made in
respect of the Assets, or rights or any part thereof.
.
4.
Seller hereby irrevocably constitutes and appoints Buyer its true and lawful attorney to
institute any claims in Seller's or Buyer's name regarding the Assets to which Seller
had any rights and to defend and compromise, settle and release any and all such
claims.
5. This Bill of Sale and all of the provisions hereof shall be binding upon, and inure to
the benefit of, the successors and assigns of the parties.
6. This Bill of Sale shall be interpreted, construed and governed according to the laws of
the State of Alaska.
IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed as of the date
first above written.
"Seller"
RESURRECTION BAY HEALTH CE.i."'ITER, INC.
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b:lMward\biUsa1o
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FOR GOOD CONSIDERATION, Seward General Hospital, and
Resurrection Bay Health Center, A.P.C. agree to assign the lease
for certain property leased from Seaview Properties, Landlord by
Resurrection Bay Health Center,tenant in an agreement dated 3l
January, 1991 and known as suite Number 101, Seaview Plaza.
Seward General Hospital agrees to assume and discharge the duties
and obligations of the current tenant, Resurrection Bay Health
Center A.P.C., under the lease. In return, Resurrection Bay Health
center, A.P.C. shall assign all rights to the property under the
lease to Seward General Hospital. This Agreement shall be
effective under section 11 of the lease.
This Agreement shall be effective 1 September 1993.
Resurrection Bay Health Center, A.P.C. shall indemnify, defend and
hold harmless Seward General Hospital against any and all losses,
liabilities, judgements, actions, causes of action, damages,
claims, demands, costs, obligations, deficiencies and expenses
(including interest, penalties, and attorneys fees and expenses)
which arise out of, result from or relate to the lease prior to 1
September 1993.
Seward General Hospital shall indemnify ,defend and hold harmless
Resurrection Bay Health Center A.P.C. against any and all losses,
liabilities, judgements, actions, causes of action, damages,
claims, demands, costs, obligations, deficiencies and expenses
(including interest, penalties, and attorneys fees and expenses)
which arise out of , result from or relate to the lease after
1)\ seJil~~Illb",.L 1, 199.2:.,
Q~'Su. ~r :$ I!t' -.;.>
All other terms shall remain as contained in said lease agreement.
for RESURRECTION BAY HEALTH
~~ga:J
BRUCE PACKARD, MD
CHAIRMAN OF THE BOARD
~9c \ \<71,9 (V't ~
TIMOTHY J. POLLARD,) MD
SECRETARY
CENTER, A.P.C.
9~J3
~
9/1 /1 J
date '
for SEWARD GENERAL HOSPITAL
~J~
Manager, City of Seward
" I , j';r
dat!e '
.
CITY OF SEWARD, ALASKA
RESOLUTION NO. 93-110
Section 5. This resolution shall take effect immediately upon its adoption.
PASSED AND APPROVED by the City Council of the city of Seward, Alaska, this
9th day of August, 1993.
AYES:
NOES:
ABSENT:
ABSTAIN:
. ATTEST:
THE CITY OF SEWARD, ALASKA
f1 ~ u9. 0 I\Cv\'lQ
Dave W. Crane, Mayor
Bencardino, Crane, Darling & White
Swartz
None
Krasnansky & Sieminski
APPROVED AS TO FORM:
Wohlforth, Argetsinger, Johnson &
Brecht, Attorneys for the city of Seward,
Alaska
.
(City Seal)
~T~
City Attorney