SKAGIT COUNTY PUBLIC HOSPITAL DISTRICT NO. 1 RESOLUTION NO. 3147 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 AND, AS APPROPRIATE, UW MEDICINE RECITALS/FINDINGS WHEREAS, Skagit County Public Hospital District No. 1, d/b/a Skagit Regional Health (hereinafter, SRH ) is a Washington Public Hospital District formed and existing under, and possessing all of the powers conferred by Chapter 70.44 RCW and other provisions of Washington law; and WHEREAS, RCW 70.44.240 confers on SRH 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 SRH is strongly affected by changes in national healthcare law and evolving trends in the regional healthcare market that present continuing challenges to SRH 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 SRH 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 SRH s long term ability to meet its patients C:\Users\Engineer\Downloads\Resolution No 3147 (Final-Final) 082913 (1).doc
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 70.44.450 and Chapter 39.34 RCW, on November 28, 2011 SRH 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 Snohomish County Public Hospital District No. 3, d/b/a Cascade Valley Hospital and Clinics (respectively hereinafter, Island and Cascade, 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 Health and Services/Swedish Medical Center, UW Medicine, PeaceHealth and Virginia Mason Medical Center each submitted proposals (collectively, the Proposals ); and WHEREAS, PeaceHealth, after submission of its initial proposal, announced a proposed strategic collaboration with UW Medicine; and WHEREAS, the Interlocals closely examined the Proposals, listened to oral presentations, 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 SRH s patients and its own long term needs; and WHEREAS, the Board of SRH: (1) provided the RFP and the proposals to the public in all and held three public meetings during which public response to the proposals was taken by the Board, (2) accepted written comments from the public concerning the SKAGIT COUNTY PUBLIC HOSPITAL DISTRICT No. 1 Page 2 of 6
proposals, and (3) carefully listened to, read and took into account all public comments concerning the proposals; and WHEREAS, the SRH Board, based on extensive analysis of its patients healthcare needs and SRH 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, including, as appropriate, UW Medicine, is in the best interests of its present and future patients by best allowing SRH 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 SRH s negotiation of an eventual letter of intent describing the negotiating process for SRH, PeaceHealth and, as appropriate, UW Medicine and, thereafter, the negotiation of a non-binding statement of provisional terms, each subject to approval by the Board, as a precursor to negotiation of definitive agreements with PeaceHealth and, as appropriate, UW Medicine to bring about such an appropriate alliance; NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of Skagit County Public Hospital District No. 1 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 and, as appropriate, UW Medicine, which agreement achieves the following objectives: o Preserves and enhances the quality of healthcare SRH provides to its patients. SKAGIT COUNTY PUBLIC HOSPITAL DISTRICT No. 1 Page 3 of 6
o Maximizes access to a broad array of healthcare services for SRH s patients. o Assures the long-term ability of SRH to meet its capital and operational funding requirements for provision and expansion of services for SRH s patients. o Enhances SRH 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 SRH s patients. o Preserves access to healthcare services for SRH s patients irrespective of race, ethnicity, religious belief, gender, sexual orientation and/or gender identity. o Creates operational efficiencies that optimize 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 SRH governance to meet legal obligations, assure that SRH s service area healthcare needs are fully met and continue community members support of SRH. o Recognizes the significant role of SRH s employees in providing outstanding patient care and provides full and timely communication to SRH employees. o Preserves and enhances SRH s commitment to high quality graduate medical education. SKAGIT COUNTY PUBLIC HOSPITAL DISTRICT No. 1 Page 4 of 6
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 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 two additional Board members 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. [Balance of page intentionally blank, signatures appear on following page] SKAGIT COUNTY PUBLIC HOSPITAL DISTRICT No. 1 Page 5 of 6
ADOPTED by vote of the Board of Commissioners, this 29 th day of August, 2013. Clark Todd, President Balisa Koetje, Secretary SKAGIT COUNTY PUBLIC HOSPITAL DISTRICT No. 1 Page 6 of 6