Indian River County Hospital District

Special Meeting Minutes: January 17, 2018

SUMMARY MINUTES

Special Meeting
Indian River County Hospital District
Hospital District Conference Room
January 17, 2018
10:30 AM

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

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

OTHER ATTENDESS:  
George Andreassi
Gerri Smith
Bob Anwaerter
Michael Hammes
Matthew Reiser
Vicki Soule
Val Larcome, Esq.
James Large, M.D.
David Green- via telephone
Tim Stewart- via telephone

Convene Meeting – Marybeth Cunningham, Chairwoman

Mrs. Cunningham convened the Special Meeting of the IRCHD Board of Trustees at 10:30 AM by welcoming those in attendance. She stated that Mr. David Green and Mr. Tim Stewart are participating in today’s meeting by telephone.

Mrs. Cunningham informed the Board of Trustees that per recommendation from the District’s transactional counsel, she, Mrs. Peshke and Mrs. Suriano have conducted interviews with multiple valuation firms. This firm would work independently to assist the District during the negotiations of the definitive agreement and ensure that the District receives proper consideration in the final deal.  She explained that Mr. Boyles and Mr. Burgdorfer provided several recommendations to quality firms across the county and they interviewed five firms in total.  There was Trustee discussion concerning this matter and Mrs. Zudans voiced her frustration in not being informed of this process and that the interviews had already begun. Mrs. Peshke stated that the final recommendation will be brought before the board for approval.                       

Mrs. Cunningham stated that before Trustee discussion a representative from Juniper Advisory would be providing an update concerning the project timeline. She stated that today’s meeting would be focused on information sharing only and she asked that the Trustee refrain from ranking any suitors in order of their preference.  Additionally, she thanked the Trustees who attended the due diligence visits, for their time and participation in the process, along with the Trustees who participated via telephone.

Lastly, Mrs. Cunningham stated that the IRMC Board of Directors will be holding a special meeting on January 22, 2018 at 4:00 PM, which will be similar to the meeting the Trustees are holding today. That meeting is open to the public and she encouraged the Trustees to attend.

            IRMC Partnership Suitor Discussion-

            Mr. Burgdorfer provided a historical review of the partnership process to date. He explained that Juniper will receive the refined proposals on January 22, 2018. Once they received the proposals, they will create of summary of the information, which will be available to the Trustees and public on January 29. Additionally, the Trustees will be given the opportunity to review the full proposals at the District offices on January 28 and 29. Juniper will also be available on those days to answer any questions the Trustees may have concerning the documentation. Further, on January 30, Juniper will provide a presentation of the summary proposals to the District Board of Trustees and the IRMC Board of Directors, which will also be open to the public. Subsequently, both boards will then meet separately to discuss and vote on a final suitor.

Mr. Burgdorfer further explained the process, after the boards agree on a partner. He explained that a Letter of Intent would be sent to the suitor, which is non-binding.  This letter gives the suitor exclusive right to negotiate with the District and IRMC, on a set of Definitive Agreements.

There was Trustee discussion concerning this timeline and Mrs. Zudans and Dr. Weiss felt that two days was not enough time to review the refined proposals. However, there were other Trustees who felt they have had ample time to conduct independent research and that they information provided in the refined proposals who not likely change their decision moving forward. It was clarified by legal counsel that if on January 30 during discussions any Trustee felt that they could not make a decision based on lack of time, that Trustee could request a motion to reconvene the meeting for the next day to continue discussions.  There was further discussion surrounding the District’s legal obligation to the County Commission, if the District would elect to sell IRMC.

The District Trustees conducted a round table discussion in which each Trustee provided their input concerning each suitor. The Trustees who attended the due diligence visits discussed their findings and impressions of the different health systems that they visited.

Public Comment-

Mr. Bob Anwaerter, community member, discussed the complexity of this transaction based on his 30 years of experience in mergers and acquisitions. He feels that the refined proposals should be available to the public on January 22, when they are received by Juniper Advisory.

Mrs. Vicki Soule, CEO of Treasure Coast Community Health, asked that the Trustees consider the best fit for Indian River County that would ensure collaborative and cooperation with the other health agencies in the community.

Ms. Nancy Marx-Erikson, community member stated that she feels the turnaround time of the refined proposals from Juniper to the Trustees, is not enough time for them to review the documents.

Adjourn- The meeting was adjourned at 12:30 PM

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