Miami-Dade Legislative Item
File Number: 110239
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File Number: 110239 File Type: Resolution Status: In Draft
Version: 0 Reference: Control: Board of County Commissioners
File Name: ADMINISTRATIVE & MANAGEMENT SVCS. TO JMH INT'L PROGRAM Introduced: 2/1/2011
Requester: NONE Cost: Final Action:
Agenda Date: Agenda Item Number: 11A
Notes: see amended item 110429 Title: RESOLUTION AUTHORIZING THE PUBLIC HEALTH TRUST OF MIAMI-DADE COUNTY TO: (1) INCORPORATE A NEW, PRIVATE, NOT-FOR-PROFIT FLORIDA CORPORATION EMPOWERED TO PROVIDE CERTAIN ADMINISTRATIVE AND MANAGEMENT SERVICES TO THE TRUST FOR THE OPERATION OF THE JMH INTERNATIONAL PROGRAM IN LIEU OF THE FOUNDATION HEALTH SERVICES, INC.; AND (2) NEGOTIATE WITH FOUNDATION HEALTH SERVICES AND ITS SOLE OWNER, JACKSON MEMORIAL FOUNDATION, INC. FOR THE TRANSFER INTO THE NEW CORPORATION OF FOUNDATION HEALTH SERVICES’ ASSETS AND LIABILITIES, EXCLUDING ANY LIABILITIES RELATED TO THE CONSULTANT ACTING AS CEO OF FOUNDATION HEALTH SERVICES UNDER THE MANAGEMENT SERVICES AGREEMENT DATED OCTOBER 1, 2006 AND DURING THE TIME FRAME OF OCTOBER 1, 2006 THROUGH JANUARY 31, 2011
Indexes: PUBLIC HEALTH TRUST
Sponsors: Jose "Pepe" Diaz, Prime Sponsor
Sunset Provision: No Effective Date: Expiration Date:
Registered Lobbyist: None Listed


Legislative History

Acting Body Date Agenda Item Action Sent To Due Date Returned Pass/Fail

Public Safety & Healthcare Admin Cmte 2/8/2011 2A Amended
REPORT: See Agenda Item 2A Amended, Legislative File Number 110429 for the amended version.

County Attorney 2/1/2011 Referred Public Safety & Healthcare Admin Cmte 2/8/2011

County Attorney 2/1/2011 Assigned Valda Clark Christian 2/1/2011

Legislative Text


TITLE
RESOLUTION AUTHORIZING THE PUBLIC HEALTH TRUST OF MIAMI-DADE COUNTY TO: (1) INCORPORATE A NEW, PRIVATE, NOT-FOR-PROFIT FLORIDA CORPORATION EMPOWERED TO PROVIDE CERTAIN ADMINISTRATIVE AND MANAGEMENT SERVICES TO THE TRUST FOR THE OPERATION OF THE JMH INTERNATIONAL PROGRAM IN LIEU OF THE FOUNDATION HEALTH SERVICES, INC.; AND (2) NEGOTIATE WITH FOUNDATION HEALTH SERVICES AND ITS SOLE OWNER, JACKSON MEMORIAL FOUNDATION, INC. FOR THE TRANSFER INTO THE NEW CORPORATION OF FOUNDATION HEALTH SERVICES’ ASSETS AND LIABILITIES, EXCLUDING ANY LIABILITIES RELATED TO THE CONSULTANT ACTING AS CEO OF FOUNDATION HEALTH SERVICES UNDER THE MANAGEMENT SERVICES AGREEMENT DATED OCTOBER 1, 2006 AND DURING THE TIME FRAME OF OCTOBER 1, 2006 THROUGH JANUARY 31, 2011

BODY
WHEREAS, pursuant to Chapter 25A of the Code of Miami-Dade County, Florida (Chapter 25A), the Public Health Trust of Miami-Dade County (the “PHT”) was created as an agency and instrumentality of Miami-Dade County responsible for the governance, operation and maintenance of Jackson Memorial Hospital and other Designated Facilities (as such term is defined in Chapter 25A); and
WHEREAS, Jackson Health Systems (“JHS”) has an International Health Services Division responsible for the JMH International Program (the “Program”), which the PHT Board of Trustees has determined to be a vital program for JHS; and
WHEREAS, Foundation Health Service, Inc. (“FHS”) had been retained to provide services to the PHT, pursuant to a Management and Services Agreement dated October 1, 2006 (the “Agreement”); and
WHEREAS, the Agreement, absent an extension, will expire on February 1, 2011; and
WHEREAS, the Board of County Commissioners of Miami-Dade County (the “Commission”) passed a Resolution No. R-1136-10 (the “Resolution”), which requires the PHT to, among other things, terminate its service relationship with FHS by declining to renew the Agreement and allowing such Agreement to expire on February 1, 2011, or in the alternative to terminate such Agreement prior to February 1, 2011, if possible; and
WHEREAS, the Resolution also specifically directed, among other things, the PHT to refrain from entering into any new agreements, business dealings, relationships, or arrangements whatsoever with FHS absent express direction by the Commission; and
WHEREAS, following the issuance of the Resolution, the PHT formed an Ad Hoc Committee for International Health Services (the “International Health Services Committee”) comprised of five members of the PHT Board of Trustees to analyze and recommend a policy approach and solution for operation of the Program; and
WHEREAS, the International Health Services Committee conducted a series of meetings to carefully analyze and consider a policy approach and solution for operation of the Program; and
WHEREAS, on January 11, 2011, the Executive Committee of the PHT approved a proposal (the “Proposal”), which was ratified by the PHT Board of Trustees on January 24, 2011, to: (i) incorporate a new not-for-profit corporation which would be able to provide certain administrative and management services to the PHT for the operation of the Program and to accept a transfer of FHS’ assets and liabilities, excluding any liabilities related to the Consultant acting as CEO of FHS under the Agreement; and (ii) have the PHT then enter into a Management and Services Agreement with the new corporation, in accordance with the PHT Procurement Regulation, whereby the new corporation would provide certain administrative and management services to the Program, in lieu of FHS, as designated by the PHT in such agreement; and
WHEREAS, the PHT understands that the proposal must be brought forth to the Commission so as to obtain express direction by the Commission prior to implementation; and
WHEREAS, on January 20, 2011, the PHT requested from the Commission an extension of time to comply with the Commission’s Resolution so that the PHT would have the time necessary to bring forth to the Commission the Proposal without interrupting during the interim period the services currently being provided to the PHT by FHS; and
WHEREAS, on January 20, 2011, the Commission gave the PHT an extension of time, until March 1, 2011, to comply with the Resolution and authorized JHS staff to negotiate with FHS an extension of the Agreement up to but not beyond March 1, 2011; and
WHEREAS, any extension of the Agreement will therefore expire on February 28, 2011; and
WHEREAS, Jackson Memorial Foundation, Inc. (the “Foundation”) will not have any agreements, business dealings, relationships or arrangements with the new not-for-profit corporation; and
WHEREAS, the PHT seeks Commission approval to: (i) incorporate a new not-for-profit Florida corporation empowered to provide certain administrative and management services to the PHT for the operation of the Program and to accept a transfer of FHS’ assets and liabilities, excluding any liabilities related to the Consultant acting as CEO of FHS under the Agreement during the time period of October 1, 2006 and January 31, 2011, and (ii) negotiate with FHS and its sole owner, the Foundation, for the transfer of FHS’ assets and liabilities excluding any liabilities related to the Consultant acting as CEO of FHS during the time period of October 1, 2006 through January 31, 2011, into the new not-for-profit corporation; and (iii) enter into any agreements and execute any documents necessary to effectuate the aforementioned incorporation and transfer from FHS,
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that this Board hereby authorizes the Public Health Trust of Miami-Dade County to: (i) incorporate a new not-for-profit Florida corporation empowered to provide certain administrative and management services to the Public Health Trust (“PHT”), in lieu of Foundation Health Services, Inc. (“FHS”), for the operation of the JMH International Program and to accept a transfer of FHS’ assets and liabilities, excluding any liabilities related to the Consultant acting as CEO of FHS under the Agreement during the time period of October 1, 2006 through January 31, 2011; (ii) negotiate with FHS and its sole owner, Jackson Memorial Foundation, Inc., for the transfer of FHS’ assets and liabilities excluding any liabilities related to the Consultant acting as CEO of FHS during the time period of October 1, 2006 through January 31, 2011 into the new not-for-profit corporation; and (iii) enter into any agreements and execute any documents necessary to effectuate the aforementioned incorporation and transfer from FHS.



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