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RHS contributed $1,131,289 to the General Partnership,
borrowing $796,829 from SCA and the balance of $334,460 from
Redlands Hospital. SCA Centers contributed $1,946,993 in cash
and stock to the General Partnership. In return for its
approximately 37-percent capital investment, RHS received a 46-
percent interest in profits, losses, and cash-flows of the
General Partnership. In return for its approximately 63-percent
capital investment, SCA Centers received a 54-percent interest in
profits, losses, and cash-flows of the General Partnership.
The General Partnership agreement provides in relevant part:
AGREEMENT OF GENERAL PARTNERSHIP
OF REDLANDS AMBULATORY SURGERY CENTER
This AGREEMENT OF GENERAL PARTNERSHIP, [is] entered into as
of the 1st day of March, 1990, by and between REDLANDS-SCA
SURGERY CENTERS, INC., a California corporation ("SCA
Centers") and a wholly owned subsidiary of Surgical Care
Affiliates, Inc. ("SCA") * * *, RHS Corp., ("RHS") a
California not-for-profit corporation, * * * and Redlands
Community Hospital, a California not-for-profit corporation
(the "Hospital"). SCA Centers and RHS are collectively
referred to as "Partners."
WITNESSETH:
WHEREAS, RHS desires to insure the
availability of high quality health services
in the most cost effective setting in which
such services can be rendered; and
WHEREAS, the use of an ambulatory surgical
center by the area-wide residents will
contribute to RHS's corporate goal of
providing comprehensive health care services
at an affordable price; and
WHEREAS, SCA is a corporation that is engaged
in the development and management of
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