Special Meeting Minutes: October 3, 2018

Special Meeting Minutes: October 3, 2018

Special Meeting
Indian River County Hospital District
Hospital District Conference Room
October 3, 2018
12:00 PM

TRUSTEES: Marybeth Cunningham Allen Jones
Dr. Michael Weiss Karen Deigl
Tracey Zudans Barbara Bodnar
Ann Marie McCrystal

STAFF: Ann Marie Suriano Jennifer Frederick
Kate Voss Jennifer Peshke, Esq.

OTHER ATTENDEES: William Boyles, Esq. Paul Quinn, Esq.
Barry Sagraves Colleen Wixon
Chuck Cunningham Ginger King
Angela Dickens Lundy Fields
William Kelley

Convene Meeting – Marybeth Cunningham, Chairwoman

Mrs. Cunningham convened the meeting and asked that all attendees introduce themselves. She stated that this is a significant day for the Hospital District and the residents of the community. She asked for public comment to start the meeting, and there was none at this time.

Presentation of Analysis and Final Opinion Concerning Valuation- Stout Risius Ross, LCC & Review of Intangible Benefits- William Boyles, Esq

Mr. Rob Haupman of Stout, provided the Trustee with a review of the updated Financial Opinion and Fairness Valuation. Additionally, Mr. Bill Boyles, Esq. reviewed the list of intangible benefits of the transaction and its effect on the community with the Trustees. Both documents will be placed on the Districts website for the public to review.

Trustee Discussion-

Mrs. Cunningham asked for Trustee comment concerning the Cleveland Clinic transaction documents. Mrs. Zudans discussed her concerns with the agreements which included language stating that Cleveland Clinic may discontinue a line of service if the service was offered within 25 miles of the hospital, along with their commitment to invest $250 million which she felt could have been more. Additionally, she does not support the District funding indigent care at the hospital over the next three years. Dr. Weiss echoed Mrs. Zudans concerns and stated that he has concerns that the hospital will transition away from a full-service hospital which he believes is imperative to have in this community.

Mrs. McCrystal shared her thoughts on the process and stated that as a long time Vero Beach resident, she fully supports this partnership and believes it will be an asset to the community. She encouraged the Trustees to support this partnership and unanimously vote to approve it. In doing that, it will show the community that the board is a united front and supportive of the process.

Mr. Jones addressed the group and stated that the terms of the transaction do have some flaws however, the main reason he chose Cleveland Clinic as the best partner was due to its top-rated medical care and consistent record of the same, year over year. Additionally, their proposed charity care policy is more robust than the current District policy, which will help support an estimated additional 4,000 residents who are between 150%-250% of the poverty level. He further stated that he believes the attorneys and consultants who represented the District thought this process obtained the best deal possible and always had the community’s best interests in mind.

Ms. Deigl thanked Mrs. Cunningham for her efforts and the many hours she spent guiding the Trustees and instructing them through this process. She supports the partnership and believes it will be a positive addition to the community.

Mrs. Bodnar stated that having been a medical professional for 37 years in Vero Beach she has her concerns with the transaction but feels that many of these things are speculative and she is putting her faith in Cleveland and believes they will do what is best for our community.

Mrs. Cunningham stated that this process was conduced in good faith and done as a public process. She believes this is a great deal and that both boards should be proud of the work they have done to get to this point.

Trustee Action-

Mr. Jones made a motion to approve Resolution 2018-05 which was seconded by Ms. Deigl. Mrs. Cunningham asked for public comment and there was none. The motion carried unanimously.

Public Comment-

Dr. William Kelley, taxpayer publicly thanked Mrs. Cunningham and Dr. Hockmeyer for their leadership in this process. He has worked with the Cleveland Clinic organization for many years and spoke to their high-quality patient care.

Mr. Boyles stated that moving forward in this process, the Chair of the District board will need to sign the Member Substitution Agreement. Further, the attorneys are working to complete the fundamental transactional agreements, which will be signed at a later date. Additionally, there will be a regulatory period in which the parties will meet with the Attorney General and work through the process of transferring the hospital’s licenses. They have a proposed closing date of January 1, 2019.

Adjourn- The meeting was adjourned at 1:30 PM