Resolution No 42-2018 - Consenting to Assignment of SBFD 2018 Service Agreement

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RESOLUTION NO.42-2018 A RESOLUTION OF THE BOARD OF PUBLIC WORKS OF THE CITY OF SOUTH BEND CONSENTING TO THE ASSIGMENT OF THE SOUTH BEND FIRE DEPARTMENT 2018 SERVICE AGREEMENT WHEREAS, on rune 26, 2018, the Board of Public Works of the City of South Bend (the "Board") and Public Safety Health Systems, Inc. d/b/a Public Safety Medical ("PSM") agreed to that certain South Bend Fire Department 2018 Service Agreement (the "Agreement") for PSM's provision of medical services to the South Bend Fire Department (the "Department") in 2018- 2019; and WHEREAS, PSM has entered into an asset purchase agreement with St. Vincent Health, Wellness, and Preventive Care Institute, Inc. ("St. Vincent"), and has requested that the Board, acting on behalf of the Department, consent to the assignment of the Agreement to St. Vincent; and WHEREAS, PSM has provided certain written assurances to the Department, as memorialized in a letter to the Department dated August 6, 2018 (the "August Letter"), a copy of which is attached to this Resolution No. 42-2018, regarding PSM's (and St. Vincent's) continued adherence to the terms of the Agreement following the assignment of the Agreement to St. Vincent, including as follows: "The institute will continue to perform the Agreement upon the same terms and conditions as currently provided in the Agreement. No terms of the Agreement will change as a result of the Transaction or this consent, other than public Safety Medical will be replaced with the Institute as the other party"; and WHEREAS, the Board desires to continue receiving the services performed by PSM, has been informed that the Department harbors no reservations regarding the assignment of the Agreement to St. Vincent, and is willing to consent to the one-time assignment of the Agreement while expressly reserving the right to withhold its consent to any further assignment of the Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF PUBLIC WORKS OF THE CITY OF SOUTH BEND AS FOLLOWS: 1. The Board consents to the assignment of the Agreement from PSM to St. Vincent, 2. The Board's consent to this one-time assignment of the Agreement is not and shall not be deemed to be a waiver of the Board's right to withhold or deny its consent to any subsequent assignment of the Agreement, should such action be proposed to or requested of the Board. 3. Fire Chief Stephen Cox, or his duly authorized designee, is authorized and instructed to execute the acknowledgement contained on Page 2 of the August Letter. 4. This Resolution will be in full force and effect upon its adoption. 1