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Home My WebLink AboutItem #03 Approval of the Consent to the Sale or Transfer of the Operating Entity – Rural/Metro Corporation of Florida, d/b/a Rural/Metro Ambulance 11211111 1i/ SHUFFIELDLOWMAN ATTORNEYS ANDADVISORS AGENDA ITEM COVER SHEET Meeting Date: November 3, 2015 Item # Reviewed By: Contact Name: Tim Hoover, Depu Fire �• J Department Director: John Miller, Fire Chi- ' Chief r' Contact Number: 407-581-9715 City Manager: Rob Fes -II Subject: Consent to continue agreement with Rural/Metro due to merger with American Medical Response Background Summary: On September 1, 2012, the City of Ocoee and Rural/Metro Corporation of Florida, d/b/a Rural/Metro Ambulance, entered into an agreement for emergency ambulance transportation services. On July 30, 2015, Rural/Metro Corporation and American Medical Response (AMR) announced that AMR HoldCo., Inc., Ranch Merger Sub, Inc., and WP Rocket Holdings Inc., entered into a merger agreement. As a result, Rural/Metro Corporation will become an indirect, wholly-owned subsidiary of Envision Healthcare Holdings, Inc., and an affiliate of AMR. While this change will not result in a change of ownership for Rural/Metro Corporation of Florida, there is a change of ownership of the parent company. For this reason and in an abundance of caution, Rural/Metro Corporation has requested that the City of Ocoee consent to this transfer pursuant to Section 29 of the Agreement. All other terms and conditions of the Agreement will remain in full force and effect. Issue: Should the City Commission consent to the sale or transfer of the operating entity contracted to perform services under the Agreement? Recommendations City Staff recommends that the City Commission consent to the sale or transfer of the operating entity contracted to perform services under the Agreement. Attachments: Letter of Consent. Financial Impact: None. Type of Item: [ ] Public Hearing For Clerk's Dept Use: ❑ Ordinance First Reading x Consent Agenda ❑ Ordinance First Reading [ ] Public Hearing ❑ Resolution ❑ Regular Agenda [x] Commission Approval ❑ Discussion&Direction [x] Original Document/Contract Attached for Execution by City Clerk ❑ Original Document/Contract Held by Department for Execution Reviewed by City Attorney Scott A. Cookson, Esq. ❑ N/A Reviewed by Finance Dept. ❑ N/A Reviewed by ( ) ❑ N/A (v Ocoee florida November 3, 2015 Mayor John Grogan Commissioners VIA U.S. MAIL AND ELECTRONIC MAIL Vacant District 1 Rosemary Wilsen District 2 Danelle Kelling Rusty Johnson Division General Counsel District 3 Rural/Metro Corporation Joel F.Keller 8465 N. Pima Road District 4 Scottsdale, AZ 85258 City Manager RE: Agreement for Emergency Ambulance Transportation Services, dated Robert D.Frank September 1, 2012, by and between Rural/Metro Corporation of Florida and the City of Ocoee ("Agreement") Dear Mrs. Kelling, In response to your October 9, 2015, correspondence, and pursuant to Section 29 of the Agreement, the City of Ocoee hereby provides written consent to the sale or transfer of the operating entity contracted to perform all services under the Agreement. All other terms and conditions, including performance standards and reporting requirements, of the Agreement remain in full force and effect. This item was approved by the City Commission on its November 3, 2015 agenda. Should you have any questions or need additional information regarding the City's written consent, please feel free to contact Deputy Fire Chief Tim Hoover, at 407- 905-3150. Sincerely, John Grogan Mayor City of Ocoee Cc:Scott Bartos, Chief Executive Officer of Rural/Metro Edward B. Van Horne, Chief Executive Officer of AMR Walter J. Landen, Jr., Associate General Counsel City of Ocoee • 150 N Lakeshore Drive • Ocoee, Florida 34761 Phone: (407) 905-3100 • www.ocoee.org 1* RURAL / METRO People taking care of people...Together we can do anything! • October 9, 2015 VIA HAND DELIVERY AND ELECTRONIC MAIL City of Ocoee City of Ocoee Attn: City Manager Attn: Fire Chief 150 N. Lakeshore Drive 150 N. Lakeshore Drive Ocoee, Florida 34761 Ocoee, Florida 34761 rfrank @ci.ocoee.fl.us jmiller @ci.ocoee.fl.us RE: Agreement for Emergency Ambulance Transportation Services by and between Rural/Metro Corporation of Florida and the City of Ocoee (the "Contract") Dear City Manager, On July 30, 2015, Rural/Metro Corporation (Rural/Metro) and American Medical Response (AMR) announced that AMR HoldCo, Inc., Ranch Merger Sub, Inc. and WP Rocket Holdings Inc. entered into a definitive merger agreement. The consummation of the merger will result in Rural/Metro and all of its Emergency Medical Services, Fire Services and other business operations becoming an indirect, wholly-owned subsidiary of Envision Healthcare Holdings, Inc. and an affiliate of AMR, expanding the breadth of service offerings for the communities and facilities served by each of these well-known healthcare brands. Although AMR HoldCo,Inc. is acquiring Rural/Metro's Parent Company(WP Rocket Holdings, Inc.), this transaction will not result in a change in ownership of Rural/Metro Corporation of Florida, Inc. (the "Local Provider"). For demonstration purposes please see the enclosed post-closing diagram. The Local Provider's name, physical address, national provider identifier, Medicare provider number, Federal tax identification number and direct ownership will not change. The merger is not expected to change the Local Provider's day-to-day management or local operations. Rural/Metro looks forward to our continued relationship, to honoring our commitments and having a large public parent company, Envision Healthcare Holdings, Inc. (NYSE ticker: EVHC), backing us. The merger was recently approved by the Federal Trade Commission and the parties are now moving diligently toward closure of the transaction within the next thirty (30) days. Although the transaction does not change the immediate ownership of Rural/Metro Corporation of Florida, out of an abundance of caution under Section 29 of the Agreement, Rural/Metro respectfully requests written consent be provided by the City of Ocoee at your earliest convenience but no later than October 16,2015. We have provided a draft consent letter for your review and convenience. We stand by our commitment to provide high quality emergency and non-emergency transportation services and look forward to continuing our successful relationship with the City of Ocoee. Should you have any questions about this merger, please feel free to contact me at (480) 606-3605 or danelle.kelling @rmetro.com. AMR's Chief Executive Officer, Edward B. Van Horne, is also available 8465 N.Pima Road• Scottsdale,Artlona 85258 Phone(480)606-3605•Fax(480)606-3342 to discuss the merger at your convenience. Mr. Van Home may be reached via telephone at(303) 495- 1220 and via email at edward.vanhorne @amr.net. Thank you for your time and consideration. Sincerely, Danelle Kelling Division General Counsel Enclosure Cc: Scott Bartos, Chief Executive Officer of Rural/Metro Edward B. Van Home, Chief Executive Officer of AMR Walter J. Landen, Jr., Associate General Counsel (303-495-1283) Post-Merger Organization Chart Rural/Metro Corporation of Florida, Inc. r Envision Healthcare Holdings, Inc. traded on NYSE under "EVHC" 1 i AMR HOLDCO, INC. WP ROCKET HOLDINGS INC., (DE). I RURAL/METRO CORPORATION, (DE) RURAL/METRO OPERATING COMPANY, LLC. (DE) 1 RURAL/METRO CORPORATION OF FLORIDA, INC. October, 2015 VIA MAIL AND ELECTRONIC EMAIL Danelle Kelling Division General Counsel Rural/Metro Corporation 8465 N. Pima Road Scottsdale,AZ 85258 RE: Agreement for Emergency Ambulance Transportation Services, dated September 1, 2012,by and between Rural/Metro Corporation of Florida and the City of Ocoee ("Agreement") Dear Mrs. Kelling, In response to your October 8, 2015, correspondence, and pursuant to Section 29 of the Agreement, the City of Ocoee hereby provides written consent to the sale or transfer of the operating entity contracted to perform all services under the Agreement. Should you have any questions or need additional information regarding the City's written consent, please feel free to contact me at-. Sincerely, Name Title City of Ocoee Cc: Scott Bartos, Chief Executive Officer of Rural/Metro Edward B. Van Horne, Chief Executive Officer of AMR Walter J. Landen,Jr., Associate General Counsel