Reference is made to that Employment Contract (the ``Contract'') between the West Volusia Hospital Authority (the ``Authority'') and Mark B. Van Fleet (``Van Fleet'') effective September 30, 1993, which contract was assigned effective December 1, 1994 to Memorial Hospital West Volusia, Inc., (``Memorial'') by virtue of that Lease and Transfer Agreement dated as of July 28, 1994 between and among the Authority, Memorial Health Systems, Inc., and Memorial (the ``Lease''). The Authority agreed to lease or transfer, as applicable, to Memorial all or substantially all of the Authority's real and personal property utilized in the operation of West Volusia Memorial Hospital located in DeLand, Florida (the ``Hospital'') in exchange for the payment of rent and for other consideration more specifically set forth in the Lease. Van Fleet has acted as the Administrator and Chief Executive officer of the Hospital for the period extending to July 28, 1994, and as the Administrator for the period ending November 30, 1994. The parties hereto desire to amicably and mutually terminate the contract assigned to Memorial and conclude the employment relationship between Memorial and Van Fleet, all in accordance with the terms and conditions contained in this agreement (the ``Agreement''). Van Fleet acknowledges that Memorial has fully explained the basis for its decision to Van Fleet, and Memorial acknowledges that Van Fleet has fully explained the basis for his decision to Memorial. Accordingly, the parties mutually desire to set forth herein the terms and conditions of the termination of the employment relationship as more particularly provided below.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions set forth in this Agreement, the sufficiency of which is acknowledged by the parties, the parties agree as follows:
Section 1. Resignation. The parties agree to the mutual termination of the employment relationship and the Contract effective immediately. Van Fleet hereby tenders, and Memorial hereby accepts his resignation with respect to all of Van Fleet's duties and offices under the Contract, and his resignation shall be effective as of the date of this Agreement. Effective immediately, Van Fleet shall have no authority over any operating decisions or any matters related to the business of Memorial.
Section 2. Accrued Benefits. Van Fleet shall receive payment for all accrued and unused vacation, personal, holiday and sick time balances as of the date of this Agreement. All benefit accruals under this Section 2 shall cease as of the date of this Agreement.
Section 3. Van Fleet's Health and Life Insurance Benefits. Memorial shall continue to provide Van Fleet's health, dental, medical reimbursement account, disability, and life insurance coverage as the Authority provided to Van Fleet as of November 30, 1994, and which Memorial provided as of the date of this Agreement. Such employee benefits shall be provided by Memorial to Van Fleet (i) during the eight month period beginning December 1, 1994 and ending July 31, 1995 and (ii) thereafter for a period of four additional months or until alternative employment is obtained by Van Fleet, whichever date or event shall first occur. However, Memorial reserves the right to modify such employee benefits in the same manner as such health benefits and other benefits might be modified, from time to time, with respect to other Memorial employees. Upon termination of the benefits under this Section 3, Van Fleet shall have the option to continue after the end of such period, at his sole cost and expense, such health and dental benefits in accordance with the COBRA provisions. All other employee benefits provided to Van Fleet shall cease as of the date of this Agreement.
Section 4. Severance Benefit. In addition to the other benefits to be received by Van Fleet under this Agreement, Memorial shall pay to Van Fleet as a severance benefit the amount represented by the continuation of his base salary under the Contract as of the effective date of his resignation through and including the termination of benefits as provided in Section 3 above. Said sum shall be payable in equal bi-weekly installments, and all payments under this agreement to or for the benefit of Van Fleet shall be subject to all applicable withholdings and deductions.
Section 5. Consulting Services. For the period beginning December 1, 1994 to the date of the termination of benefits as provided in Section 3 above, Memorial may request and Van Fleet agrees to provide, consulting services concerning certain business and key projects of the Authority which Memorial has assumed by virtue of the Lease about which Van Fleet has personal or professional knowledge and expertise. The purpose of this Section 5 is to obtain Van Fleet's services, time, knowledge, experience, and expertise, when needed and as needed, to facilitate and implement a smooth and orderly transition via the Lease of the operation of the Hospital by Memorial, and to maintain continuity and currency with respect to certain Hospital matters about which Van Fleet has special or unique working knowledge. Van Fleet's duties may include, but are not limited to, the provision of executive assistance to aid Memorial's Chief Executive Officer with special projects involving management policy and procedures, human resources, finance, ongoing or proposed construction projects, and such other matters within the purview of hospital administration and operations as may be assigned from time-to-time by Memorial's Chief Executive Officer. The scope of these projects, the time frames involved, the working location, the data files, and the administrative and clerical support or assistance reasonably needed by Van Fleet to perform these services will be determined, designated, and coordinated with Van Fleet by Memorial through its Chief Executive Officer or his designee.
Section 6. Professional Benefits. Memorial shall continue to pay for Van Fleet's membership in the American College of Healthcare Executives through the period ending with the termination of benefits under Section 3 above, and shall reimburse his receipted expenditures not to exceed $1,500 for his registration, travel, and hotel expenses related to his attendance at the Congress of the American College of Healthcare Executives scheduled to occur in Chicago, Illinois in February, 1995.
Section 7. Automobile Allowance. Van Fleet shall be entitled to an automobile allowance of $400 per month for eight consecutive months commencing December 1, 1994.
Section 8. Outplacement Services. After advance approval, Memorial shall pay the reasonable fees and expenses incurred by Van Fleet for outplacement and career counseling services, and he shall have the use of such clerical, telephone, and related administrative support services and facilities as are reasonably required to assist him in obtaining alternative employment. In lieu thereof, Van Fleet may elect to receive the lump sum of $8,000 to defray such costs, fees, and expenses. Van Fleet agrees to make earnest and diligent efforts to obtain alternative employment.
Section 9. References and Amicable Relationship. Memorial agrees that if any inquiry is made concerning Van Fleet's status with Memorial under this Agreement, the response shall be made by the Memorial's Chief Executive Officer, and a positive professional reference will be given based upon the services rendered and known to Memorial under the Contract. The parties each agree that this Agreement was voluntarily executed without acrimony and in the spirit of cooperation, and the parties desire to preserve the harmonious and amicable relationship that presently exists between them. Accordingly, each of the parties represents and warrants, respectively to the other, that neither party will take, condone, or authorize any reprisals of any kind whatsoever for any matters associated with or arising out of the Contract or Van Fleet's employment relationship with the Authority or Memorial.
Section 10. Confidentiality of Certain Records and Information. Van Fleet will preserve and maintain the confidentiality of the information contained in the records of the Authority and Memorial about which Van Fleet has knowledge including, but not limited to, that which pertains to strategic planning and marketing, HMO and PPO contracts, and information which, if disclosed to a competitor, could result in damage or disadvantage to Memorial.
Section 11. Memorial's Property. Van Fleet agrees to return all property in Van Fleet's possession acquired by Memorial under the Lease immediately upon the execution of this agreement. All such property shall be fully inventoried with receipted delivery to Memorial at such site or location designated by the Chief Executive Officer or his designee.
Section 12. Restrictive Covenant. Van fleet will not directly or indirectly engage in the provision of medical or healthcare related managerial, personnel, accounting, or financial services, either individually, as a partner or joint venturer, as an employee, or as an agent, officer, director or shareholder of any entity or person, for a period of one year from the effective date of his resignation as provided in Section 1 above within Volusia or Flagler Counties, Florida. This covenant on the part of Van Fleet shall be construed as an agreement independent from any other provision of this Agreement. Because the breach or anticipated breach of this restrictive covenant will result in immediate and irreparable injury to Memorial for which Memorial will not have an adequate remedy at law, Van Fleet agrees that Memorial shall be entitled to sue in equity and to enjoin or stop such breach or anticipated breach and to seek any and all additional legal and equitable remedies to which Memorial may be entitled. The waiver of Memorial's rights to enforce this restrictive covenant for any period or periods of time shall not constitute a waiver of such rights for any future period. Any exception to the application of this restrictive covenant desired by Van Fleet must be approved in writing by Memorial, and the granting or withholding of such approval shall be in Memorial's sole discression, but any such approval shall not be unreasonably withheld.
Section 13. Prohibition Against Assignment. This Agreement is entered into in part to secure the personal services of Van Fleet, and he shall not assign this Agreement or his rights and duties hereunder or any interest herein without the prior written consent of Memorial which consent may be withheld for any reason.
Section 14. Nondisclosure. This Agreement and all discussions regarding the same shall not be released to any third party without the prior written consent of both parties, except that professional advisors such as attorneys, accountants, etc., of the parties who shall maintain the confidentiality hereof but who have a specific need to know the financial or legal implications hereof shall constitute an exception to this prohibition. A general announcement of Van Fleet's resignation and his assumption of special duties may be made by either party.
Section 15. Releases. Van Fleet hereby irrevocably and unconditionally releases and discharges Memorial and its present and past officers, directors, agents, employees, affiliates, successors and assigns, jointly and individually, from and against any and all claims, known or unknown, which Van Fleet has or may have against any released party, whether denominated as claims, demands, rights, causes of action, obligations, damages, or liabilities associated with or arising from his employment relationship under the Contract with the Authority as assigned to Memorial, including, but not limited to statutory or common law claims of discrimination or wrongful termination under any State or Federal precedent, rule, regulation, order or law.
Section 16. Governing Law. This Agreement shall be in all respects interpreted, enforced and governed under the laws of the State of Florida, and the venue for any action arising out of this Agreement shall be Volusia County, Florida. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against either party.
Section 17. Breach. If this Agreement is breached by Van Fleet, Memorial shall have the right to immediately terminate all obligations under this Agreement to Van Fleet. Further, if either party is in breach of this Agreement, the prevailing party shall be entitled to collect his or its costs, expenses, and attorney fees, whether suit is instituted or not, in any matter associated with or arising out of the breach of this Agreement.
Section 18. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning Van Fleet's separation and resignation from Memorial. The parties acknowledge that there are no other written or verbal agreements, understandings, or arrangements between the parties with respect to this matter, and any prior agreement or Contract regarding the same is hereby rendered null and void.
This Agreement has been executed in any number of counterpart copies, each of which shall serve as an original for all purposes, effective as of December 1, 1994.
|Memorial Hospital - West Volusia, Inc.|
|By: ___[sign] RALind___||___ [sign] MBVanFleet___|
|Richard A. Lind, Its President||Mark B. Van Fleet|
|Dated: ___12/6/94___||Dated: ___12/12/94___|
The material above constitutes the text of the the ``Van Fleet'' agreement. The entire document may be reviewed at the offices of the Hospital (now called ``Florida Hospital-DeLand'').
The material was re-keyed and adopted for web display by Tanner Andrews, one of the Taxpayers of Volusia County. Transcription errors are purely the fault of Andrews, of course.
Release of this information is done in the manner of a paid political advertisement provided by Tanner Andrews, P.O. Box 1208, DeLand 32721, independent of any campaign or committee. This material is also on display at the offices of the West Volusia Hospital Authority. No candidate has approved this material.