Merger between Hospital District, Sublette Center takes new form
Signed agreement expected by Sept. 6 commissioner meeting
PINEDALE – The proposed merger between the Sublette County Hospital District (SCHD) and Sublette Center continues to move along, although the latest draft version will take a new form, and additional time, to complete.
The Sublette Center’s board of directors announced a two-phase transfer process drafted by its attorney, Nick Healy, at the Sublette County Board of Commissioners’ meeting on Tuesday, Aug. 23.
The first step involves a membership substitution – a gradual transfer of leadership in board governance – before the Sublette Center transfers its assets, said Patty Racich, chairwoman of the Sublette Center’s board of directors.
“I feel really positive about it,” said Racich. “Our board doesn’t want to hold anything up, we never have. We’re just going to move forward.”
Due to circumstances beyond its control, the Sublette Center experienced a turnover in its legal team in July.
The Sublette Center’s new attorney reexamined the initial proposal to bring the two entities together in a single, abrupt transfer process due to “specific guidelines and specific deadlines” imposed on the center by state regulations, explained Dawn Walker, the Sublette Center’s administrator.
“Once (the Sublette Center) does an asset purchase, that signals a change-of-ownership process with the state,” she added.
The proposed two-phase merger provides time for the Sublette Center to make the transition in a “clean” and “thoughtful” manner in regards to assets and employees, Walker said.
The membership substitution process begins immediately after the agreement is signed between the Sublette Center and SCHD.
One by one, hospital district trustees will replace members of the Sublette Center’s board during an approximate six-month timeframe, Tonia Hoffman, SCHD board chairwoman, said at the SCHD Board of Trustees’ Aug. 24 meeting.
The gradual change in leadership permits the Sublette Center to actively participate in the transition period, said Walker.
“The entire point of a phased approach is so the Sublette Center has a voice – not that we have any distrust in the relationship with the (SCHD) – but so (the Sublette Center) can weigh in, form a relationship. It’s a really unique proposal and I think it’s going to work well.”
A portion of the Sublette Center’s board membership will remain intact “until the merger is complete,” said Dave Doorn, SCHD administrator.
Attorneys for the hospital district agreed with the two-phased approach, Doorn told the commissioners.
“It does give (the SCHD) distinct advantages as far as change of ownership,” Doorn added. “It gives us time to get that done.”
The SCHD initially planned to complete the merger in a single-step transfer of ownership, said Hoffman on Aug. 24, before deciding the phased approach was best.
The membership substitution allows the SCHD and Sublette Center to “take a few steps back and try to figure out what’s really best for both organizations as we go through this merger,” Hoffman said.
“We will still end up with the same product in the end,” she said. “It will just take more time. (The membership substitution) allows some time for everything to be handled and smooth and ready for when the full transition takes place.”
During the Aug. 23 meeting, commissioner Tom Noble reemphasized the need for the county to see a finalized, signed agreement between the Sublette Center and SCHD before the county signs the agreement transferring ownership of the Pinedale Clinic and Public Health building to the SCHD.
Doorn stated the Sublette Center and SCHD planned to present a completed agreement at the next commissioners’ meeting on Sept. 6. The county can sign its transfer agreement the same day, said deputy county attorney Clayton Melinkovich.
Melinkovich told the commissioners he changed language in the county’s transfer agreement to “reflect that (the merger) is a two-step process.”
Otherwise, the transfer agreement between the county and SCHD is “essentially ready to go.”
On Aug. 24, Mike Hunsaker, chief operating officer for the SCHD and its management partner, Star Valley Health, said he and Walker scheduled meetings with Sublette Center staff to address employee needs and questions during the merger process. The district’s goal was to give Sublette Center staff the “peace of mind” that “we have their best interests at heart,” Hunsaker added.
During the financial committee report on Aug. 24, SCSD Trustee Dave Bell encouraged the board to keep a close eye on legal fees incurred by the district during the process.
Jeremy Hobbs, vice president of Layton Construction, the SCHD’s construction manager and general contractor, told commissioners the company was “ferreting through bids” and working with Doorn and the design team to begin moving dirt in late September.
The prospective bidders represent “a lot of local involvement,” Hobbs said.
On Aug. 24, Doorn told the SCHD trustees the bids received by the district covered “all disciplines” in the critical access hospital and long-term care facility project. Layton was sifting through bids and talking to each contractor to ensure companies were bidding on the right piece of the project and not adding anything extra to their applications.
Doorn said Layton hoped to have a guaranteed maximum price for the project “in a few weeks.”
Commissioner Doug Vickrey raised concern about the negative effects of rising prices on construction materials.
Hobbs responded that inflation and availability of materials both posed challenges. He laid out a proactive approach to obtaining hard-to-find items, including purchasing materials currently on the market in the southeastern U.S.
Layton’s goal is to remain fluid and “think outside the box,” Hobbs added.
“Because of our national buying ability, we can actually sidestep a lot (of the shortages),” he said.
If the company is unable to find a “switch,” they have two choices: “You can say, ‘Well, I have to wait 12 more weeks to get a switch.’ Or you get on your horse and you go see about finding the switch. We’re more type A – aggressive about finding things.”
Hobbs introduced Josh Mays, Layton’s construction superintendent, to the commissioners. Mays will relocate to Pinedale to oversee the project on a full-time basis, said Hobbs.