Indian River County Hospital District

RESOLUTION NO. 2018-01

RESOLUTION NO. 2018-01
of the
BOARD OF TRUSTEES OF THE
INDIAN RIVER COUNTY HOSPITAL DISTRICT
to
SELECT AND ENTER INTO A NON-BINDING LETTER OF INTENT WITH A PARTNER

WHEREAS, Indian River County Hospital District (the “District”) is a special taxing district created by the Legislature of the State of Florida, Chapter 2003-382, Laws of Florida and located in Indian River County, Florida.

WHEREAS, the District is organized and operated to establish, construct, purchase, operate, maintain and lease such health facilities and provide health and medical services as are necessary and desirable for the preservation of the health of the residents of the District and for the good of the public of the District, all of which is set forth in the District’s enabling legislation.

WHEREAS, the District is, among other things, the owner of real estate, facilities and fixtures leased to Indian River Memorial Hospital, Inc., d/b/a Indian River Medical Center (“IRMC”) for the operation of a medical center (the “Medical Center”) as set forth in that certain Amended and Restated Lease of Hospital Facilities and Agreement for Operation of Indian River Memorial Hospital dated November 15, 2012 by and between IRMC and District (the “Lease”).

WHEREAS, as a result of health care reform, consolidation of providers and outside factors beyond the control of the District and IRMC, the Board of Directors of IRMC has become increasingly concerned about its ability to remain competitive in long-term future as an independent, free-standing hospital.

WHEREAS, the Board of Directors of IRMC determined that it was in its best interest and in the best interest of the community that it serves to join an integrated health care delivery system in order to continue to improve quality and enhance access for the citizens of Indian River County, Florida and its surrounding regions and accelerate the building of a preeminent, regionally significant and locally-responsible health care delivery system that provides value- based health care services throughout the region.

WHEREAS, the District shares the concerns of the Board of Directors of IRMC that a relationship with an integrated health care delivery system is necessary to improve quality and enhance access to quality medical care for citizens of Indian River County, Florida and its surrounding regions.

WHEREAS, after a public, open and transparent evaluation process and with the input of its selected advisors, the Board of Trustees of the District (the “Trustees”) believe that

(the “Partner”) represents the best potential transaction partner to achieve the foregoing goals and objectives and to advance the District’s, IRMC’s and Partner’s combined missions through coordinated planning, effective allocation of resources and services, cost savings and

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integrated health care delivery in order to achieve measurable national-leading high quality care and best patient experience.

WHEREAS, the Trustees believe that the combination of IRMC and Partner into an integrated health system will benefit community residents of Indian River County, Florida and the surrounding regions, regardless of their ability to pay.

WHEREAS, after a parallel and similar public, open and transparent evaluation process and with the input of its selected advisors, IRMC also believes that Partner represents the best potential transaction partner to achieve the foregoing goals and objectives.

WHEREAS, the Trustees deem it to be in the best interest of the residents of the District and communities it serves to work collaboratively with IRMC and its Board of Directors toward the development of definitive terms and conditions of the duration, structuring and operation of an integrated health care delivery system on the terms and conditions of the proposed materials that Partner presented to the Trustees and IRMC as part of the evaluation process including possible amendments to the Lease (the “Proposed Transaction”).

NOW, THEREFORE, be it resolved:

  1. The recitals set forth above are true and correct, and are adopted as findings anddeterminations of the Trustees.
  2. Based upon the presentation materials submitted pursuant to the evaluation process described above, the Trustees select Partner as the organization with which the Trustees wish, on behalf of the District, to pursue the Proposed Transaction.
  3. The Trustees authorize the negotiation and execution of a non-binding letter of intent among the District, IRMC, and Partner for the Proposed Transaction (the “LOI”), which LOI shall include the following terms and conditions:
    1. The LOI shall be non-binding and no party will be entitled to any recourse, in the form of damages, or otherwise, if there is a failure, for any reason, of the parties to agree to or execute definitive, binding agreements for the Proposed Transaction.
    2. The Proposed Transaction shall be contingent upon:
      1. Satisfactory completion of legal, financial and other due diligence;
      2. Successful negotiation and execution of definitive agreements setting forth the binding terms and conditions of the Proposed Transaction (the “Definitive Agreements”);
      3. The parties’ obtaining any and all required internal approvals, including the approval by the Trustees and other respective governing boards;

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  1. The parties’ obtaining any and all required governmental and third party approvals; and
  2. Satisfaction or appropriate waiver of any and all other conditions to closing set forth in the Definitive Agreements.

c. The LOI will include the following binding terms and conditions:

  1. The District and IRMC shall negotiate exclusively with the Partner for a period of 90 days (the “Exclusivity Period”) regarding the Proposed Transaction.
  2. Each party will be responsible for its expenses, except that the Partner will incur the cost of any Hart-Scott-Rodino and any other antitrust pre-merger filing.

d. The LOI shall include such other terms and conditions as are customarily found in similar non-binding letters of intent.

  1. The Trustees authorize the Chairwoman of the Board of Trustees, in the name and on behalf of the District, to be their appointed representative and execute and deliver the LOI and to take such other actions as are necessary to carry out the intent and accomplish the purpose of the foregoing and the actions contemplated thereby.
  2. This Resolution shall take effect immediately upon its adoption.

Dated this 30th day of January, 2018.

ATTEST:

____________________________________ Ann Marie McCrystal, Secretary

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WILLIAM COONEY

SEAT 7

William P Cooney MD is an orthopedic surgeon (retired) who has been a resident of Vero Beach since 2004. He practiced orthopedic surgery at Indian River Medical Center from 2006-2015 within the orthopedic practice of Prosports. He served on the IRMC Foundation for four years. Prior to this, he was a Professor of Orthopedics at Mayo Clinic in Rochester Minnesota, Chair of the Division of Hand Surgery and Vice president of the Department of Orthopedic Surgery. He served as the Vice Chairman of the Mayo Clinic Development Department. He has been President of the American Society for Surgery of the Hand, Orthopedic Research and Education Foundation, Consultant at Shrine Hospital systems. He was editor in chief of the Journal of Orthopedic Surgery and co-editor of the Journal of Hand Surgery. He held grants in hand and wrist surgery sponsored by National Institute of Health (NIH) and Stryker Orthopedics and has over 250 publications in the field of orthopedic surgery, hand, wrist and elbow surgery and microsurgery- free tissue transfers. Within Indian River County, he has served as Chairman of the Board and President of the Hope for Families Homeless Center, Board of the Indian River Hospital Foundation, We Care and Whole Family Health Center medical practices.

Term:  1/23-12/24

Origination: Elected (2 OC)

Occupation: Retired Surgeon

KERRY BARTLETT

SEAT 6

Kerry Bartlett,  of Vero Beach, has more than 30 years experience in philanthropy, including as vice president of the VNA & Hospice Foundation; VNA chief advancement officer from 2001-2007; and executive director of the Indian River Community Foundation from 2008-2014. Kerry is the founder of The Bartlett Company, which focuses on nonprofit and philanthropic consulting. She also is a managing director for Carter, a Vero Beach company that specializes in advancing philanthropy worldwide. Kerry has spent more than 25 years in the nonprofit sector as a fund development professional and has particular expertise in annual funds, major gifts, endowment campaigns and legacy giving. Kerry is also known for creating and implementing effective donor-centered stewardship programs that build, maintain and strengthen nonprofits’ relationships.

Term:  3/21-12/22   |   1/23-12/26

Origination: Appointed by Governor Ron DeSantis
Elected NOC

Occupation: Philanthropic Consultant/Managing Director

KAREN DEIGL

SEAT 5

Karen has been President and CEO of Senior Resource Association, where she successfully advocates for older adults and their families, since 2006. In that role, she helps provide activities, education and services benefiting older and disabled adults in Indian River County. In addition, Karen provides oversight of the community mass transit system for residents and visitors of the county. As CEO, Karen is responsible for a $7 million operational annual budget and managing more than 100 employees. She ensures that fiscally sound and responsible solutions are created to provide healthcare and a better quality of life for all Indian River County residents. Karen earned a BS in Health Administration from Florida Atlantic University and an MHA from the University of Florida. She was elected to the Indian River County Hospital District Board of Trustees in 2016, and joined the Board in January 2017.

Term:  1/17-12/20   |   1/21-12/24

Origination: Elected 1 OC | Elected NOC

Occupation: President/CEO

PAUL WESTCOTT

SEAT 4

Paul Westcott has been a Board Certified Workers' Compensation Attorney since 1999. In addition, Paul has earned his certification from the Florida Supreme Court as a Circuit Civil and Family Law Mediator. Receiving his Bachelor of Arts degree in both Economics and Political Science at Florida Southern College, he continued his education at Stetson University College of Law. He graduated from Stetson in 1988, having been a published member of the Stetson Law Review. Paul has been a member of the Florida Bar since 1988.  He began his practice in a combined civil litigation and transactional practice before serving as an Assistant State Attorney.  He began his career in Workers' Compensation with Rissman, Weisberg, Barrett, Hurt, Donahue & McClain P.A., where he handled Workers' Compensation cases at the trial and appellate levels.  In 1997, Paul opened the Ft. Pierce office of Hurley, Rogner, Miller, Cox, Waranch & Westcott P.A. handling workers' compensation cases at all levels throughout central and south Florida, while managing the operations of that office.  During his nearly 25 year career in Workers' Compensation, he lectured on a wide range of industry topics.


Term:  1/23-12/26   |   1/21-12/24

Origination: Elected 1 OC 

Occupation: Attorney & Mediator

BARBARA S. BODNAR

SEAT 3

Barbara has practiced physical therapy, specializing in orthopedics and sports medicine, in her hometown of Vero Beach since 1981. She was an integral part of the sports medicine team at Vero Beach High School for 35 years. Barbara completed the reserve police academy training, and served with the Vero Beach Police Department from 1982-1989. Her volunteer involvement in the community includes serving on the City of Vero Beach Recreation Committee, Arthritis Association of Indian River County, and the Senior Good Life Games. She and her husband, Michael, enjoy spending their free time traveling in their RV and training their Labradors, Gunner and Chase, in K-9 performance events, including agility and dock jumping. Barbara is a lifelong resident of Indian River County, and received her degree in physical therapy from Chattanooga State College. Barbara was elected to the Indian River County Hospital District Board of Trustees in 2016, and joined the Board in January 2017.

Term:  1/17-12/20   |   1/21-12/24

Origination: Elected 1 OC | Elected 1 OC

Occupation: Physical Therapist

MICHAEL KINT

SEAT 2

Born and raised in Illinois, Michael was a Theatre and Speech Instructor at Lincoln College when he moved to Indian River County in 1984. He was the Director of Education for the Riverside Theatre for a decade, helping to build the Riverside Children’s Theatre and directing many productions. Michael is well known in the community for his 25 years of service at the United Way of Indian River County, 16 of those years as the CEO. He is very proud of his work with dozens of nonprofit agencies and his commitment to creating and strengthening community collaboratives. Michael was also an Adjunct Faculty member at Barry University for 20 years. He has served on many boards and committees over the years, including: Children’s Services Advisory Committee Needs Assessment, Chair of the Emergency Food and Shelter Program for many years, and he was a founding member of the Mental Health Collaborative, the Senior Collaborative of IRC and the IRC Executive Roundtable. As a Hospital District Trustee he is committed to serving all the citizens of our county. In particular, he hopes to see enhanced availability and affordability for behavioral/mental health for all in need.

 

Term: 1/23- 12/26

Origination: Elected 1 OC

Occupation: Retired CEO United Way

MARYBETH CUNNINGHAM

CHAIRWOMAN - SEAT 1

Marybeth’s professional career encompasses 34 years of working for GM/Delphi in a variety of positions. Starting out as a traffic claims clerk, she worked her way through the organization, with roles in Purchasing, Engineering, and Quality and Reliability. She retired in 2009 as the executive director of Global Operations for the Packard Electric Division of Delphi. In this position, she was responsible for 94 plants in 33 countries. Marybeth has served on the board of directors for numerous non-profits, including Northeast Ohio Adoption Agency; United Way of Warren Ohio, where she served as chairman of the annual campaign for two years; Up with People; Head, Heart and Hands of Indian River Club; Indian River Community Foundation, and the Indian River Mental Health Collaborative. She earned her B.A. in Political Science from Albion College. Marybeth was elected to the Indian River County Hospital District Board of Trustees in 2014, and joined the Board in January 2015. She currently serves as Chair.

 

Term:  1/15-12/18   |   1/19-12/22   |   1/23- 12/24

Origination: Elected 1 OC | Elected  NOC | Elected NOC

Occupation: Retired Executive GM