SNOHOMISH COUNTY PUBLIC HOSPITAL DISTRICT NO. 3 RESOLUTION NO. 447 RECITALS/FINDINGS

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1 SNOHOMISH COUNTY PUBLIC HOSPITAL DISTRICT NO. 3 RESOLUTION NO. 447 AUTHORIZING THE SUPERINTENDENT/CEO AND THE PRESIDENT OF THE BOARD TO COMMENCE NEGOTIATIONS AND ENGAGE IN OTHER ACTIVITIES TOWARDS THE DEVELOPMENT OF A LETTER OF INTENT AND NON-BINDING STATEMENT OF PROVISIONAL TERMS TO CREATE A STRATEGIC ALLIANCE WITH PEACEHEALTH, WHICH INCLUDES ITS PROPOSED STRATEGIC COLLABORATION WITH UW MEDICINE RECITALS/FINDINGS WHEREAS, Snohomish County Public Hospital District No. 3, d/b/a Cascade Valley Hospital & Clinics (hereinafter, CVH ) is a Washington Public Hospital District formed and existing under, and possessing all of the powers conferred by Chapter RCW and other provisions of Washington law; and WHEREAS, RCW confers on CVH the authority to enter into contracts with any other public hospital district, publicly owned hospital, nonprofit hospital, legal entity, or individual to acquire, own, operate, manage, or provide any hospital or other health care facilities or hospital services or other health care services to be used by individuals, districts, hospitals, or others, including providing health maintenance services; and WHEREAS, the delivery of healthcare services by CVH is strongly affected by changes in national healthcare law and evolving trends in the regional healthcare market that present continuing challenges to CVH to maintain its high quality patient care, a wide variety of patient services, recruit and retain providers and meet emerging IT platform requirements and capital needs; and WHEREAS, in 2011 the CVH Board of Commissioners in open public meetings identified the potential need to investigate and possibly enter into a strategic alliance with a larger healthcare system to assure CVH s long term ability to meet its patients 1

2 healthcare needs and thereupon engaged with its Executive Team, the public and qualified experts in a preliminary process to analyze the desirability of such an alliance and to evaluate potential strategic allies; and WHEREAS, pursuant to the authority granted by RCW and Chapter RCW, on November 28, 2011 CVH entered into an interlocal agreement (the term of which was extended by an amendment dated February 22, 2013) with Skagit County Public Hospital District No. 2, d/b/a Island Hospital and Skagit County Public Hospital District No. 1, d/b/a Skagit Regional Health (respectively hereinafter, Island and Skagit, and collectively the Interlocals ) to, among other activities, cooperatively investigate, negotiate and enter into potential alliances with larger regional healthcare systems; and WHEREAS, the Interlocals issued a request for proposals ( RFP ) from regional healthcare providers that solicited proposals for strategic alliances with said organizations, to which Providence/Swedish Western Region, UW Medicine, PeaceHealth and Virginia Mason Medical Center each submitted proposals (collectively, the Proposals ); and WHEREAS, PeaceHealth and UW Medicine announced, after submission of their initial proposals that they were embarking on a process to form a strategic collaboration; and WHEREAS, the Interlocals closely examined the Proposals, sought and obtained supplemental information from the respondents, made site visits and, in general, exhaustively scrutinized each healthcare system and its proposal in light of CVH s patients and its own long term needs; and WHEREAS, each of the Interlocals: (1) provided the RFP and the proposals to the public in all three districts and held three public meetings during which public response to the proposals was taken by the Boards, (2) accepted written comments from Page 2 of 5

3 the public concerning the proposals, and (3) carefully listened to, read and took into account all public comments concerning the proposals; and WHEREAS, the CVH Board, based on extensive analysis of its patients healthcare needs and CVH s current and projected operating requirements to meet its patients healthcare needs, its exhaustive review of the Proposals and its careful consideration of public comments and applicable legal requirements, hereby finds that an appropriately tailored business alliance with PeaceHealth, which includes it proposed strategic collaboration with UW Medicine, is in the best interests of its present and future patients by best allowing CVH to meet its patients needs on a long-term basis while preserving patient choice, patient access, local governance and compliance with applicable legal requirements; and WHEREAS, the Board wishes to set direction for CVH s negotiation of an eventual letter of intent describing the negotiating path for CVH, PeaceHealth, which includes its proposed strategic collaboration with UW Medicine and, thereafter, the negotiation of a non-binding statement of provisional terms for approval by the Board as a precursor to negotiation of definitive agreements with PeaceHealth, which includes its proposed strategic collaboration with UW Medicine, to bring about such an appropriate alliance; NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of Snohomish County Public Hospital District No. 3 that: 1. The Superintendent/CEO and Executive Team are authorized to engage in negotiations with the objective of agreeing to a letter of intent describing the negotiating process and thereafter a non-binding statement of provisional terms that will, each subject to board approval, form the basis to pursue a definitive agreement to create a strategic alliance with PeaceHealth or an affiliate, which includes its proposed strategic collaboration with UW Medicine, which agreement achieves the following objectives: Page 3 of 5

4 o Preserves and enhances the quality of healthcare CVH provides to its patients. o Maximizes access to a broad array of healthcare services for the patients in the CVH service area. o Assures the long-term ability of CVH to meet its capital and operational funding requirements for provision and expansion of services for CVH s patients within the CVH market area. o Enhances CVH s recruitment and retention of physicians and other providers to meet patient healthcare needs. o Facilitates the implementation of a best-in-class IT platform that will maximize efficiency, patient safety and quality of care while meeting the challenges of, and opportunities provided by, Healthcare Reform. o Preserves patient choices and meets legal requirements for the provision of healthcare services, including women s, reproductive and end-of-life healthcare services, to CVH s patients. o Preserves access to healthcare services for CVH s patients irrespective of race, ethnicity, religious belief, gender, sexual orientation and/or gender identity. o Creates operational efficiencies that maximize patient care and preserve capital. o Creates a regional referral system that meets the full range of patient healthcare needs and is capable of supporting standardized clinical pathways for the highest quality patient care. o Preserves sufficient CVH governance to meet legal obligations, assure that CVH s service area healthcare needs are fully met and continue community members support of CVH. 2. The Superintendent/CEO is authorized to engage appropriate legal counsel to assist, as needed, in the negotiations and development of the letter of intent and non-binding statement of provisional terms; legal counsel shall communicate Page 4 of 5

5 with the Board as needed on legal matters related to the negotiations and development of the letter of intent and non-binding statement of provisional terms. 3. The Board President, and up to one additional Board member he shall appoint, are authorized to support the Executive Team during the negotiations. 4. The Superintendent/CEO is authorized to take such other and further actions as are consistent herewith to carry out the intent of this resolution. ADOPTED by vote of the Board of Commissioners, this 29 th day of August, Timothy Cavanagh, President Tina Davis Steve Peterson Margo Powell _ John Meno ATTEST: _ Secretary of the Board Page 5 of 5