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HomeMy WebLinkAbout2019-10-29 PAG FinalPARTNERSHIP ADVISORY GROUP OCTOBER 29, 2019 MEETING PAGE 1 ASSEMBLY The Partnership Advisory Group met for a meeting on Tuesday, October 29, 2019, at 5:30 p.m. in the Andre' Mallette Training Rooms at the New Hanover County Government Center, 230 Government Center Drive, Wilmington, North Carolina. Members present: New County Manager Chris Coudriet; New Hanover Regional Medical Center President/CEO John Gizdic; New Hanover Regional Medical Center Board of Trustees: Brian Eckel; Tony McGhee; Jason Thompson; David Williams; Physicians: Sandra Hall, MD; Chuck Kays, MD; Michael Papagikos, MD; Joseph Pino, MD; Mary Rudyk, MD; and Community Members: Spence Broadhurst; Evelyn Bryant; Bill Cameron; Cedric Dickerson; Jack Fuller; Hannah Gage; and Meade Horton Van Pelt. Members participating via telephone: Community Members: Virginia Adams, PhD, RN; Pastor Robert Campbell; and Barb Biehner. New Hanover County (NHC) and New Hanover Regional Medical Center (NHRMC) staff present: County Attorney Wanda M. Copley; Clerk to the Board Kymberleigh G. Crowell; Assistant County Manager Tufanna Bradley - Thomas; Chief Financial Officer Lisa Wurtzbacher; Budget Officer Sheryl Kelly; Chief Communications Officer Jessica Loeper; NHRMC Chief Communications Officer Carolyn Fisher; NHRMC Chief Strategy Officer Kristy Hubard; NHRMC Chief Legal Officer Lynn Gordon; NHRMC Media Relations Coordinator Julian March; Donald R. Esposito, Jr., Partner with Parker Poe Attorneys and Counselors at Law; Joseph Kahn, Shareholder with Hall Render and outside counsel for NHRMC; Kuan Wu, Navigant Consulting Associate Director; Kaitlyn Moore, Navigant Consulting Managing Consultant; and Bryan Burgett, Navigant Consulting Director. PARTNERSHIP ADVISORY GROUP (PAG) INTRODUCTIONS County Manager Coudriet welcomed everyone and explained that Mr. Gizdic and he are only facilitators for this meeting until officers are elected. He also explained that these are public meetings, but not public hearings and as such, no public comments will be taken unless directed by a majority of the PAG. It is not just looking at a Request for Proposal, it is also evaluating what is needed to remain a standalone entity. This is a comprehensive review that will be done moving forward. County Manager Coudriet provided the following background information: • PAG background: • On September 16, 2019 the NHC Board of Commissioners passed a resolution to explore partnership options for NHRMC • The resolution established a Partnership Advisory Group to manage this process, with responsibilities including: • Development and distribution of a Request for Proposal (RFP) • Collection of any responses to the RFP • Performance of an initial evaluation of any RFP responses • Evaluation of the full spectrum of strategic options, including options to partner and options to remain independent • Communication of a recommendation to the Board of Commissioners and NHRMC Board of Trustees Each PAG member introduced themselves and expressed the importance of being a member of this group. Staff also introduced themselves. INTRODUCTION TO NHRMC AND NEW HANOVER COUNTY Mr. Gizdic and County Manager Coudriet provided an overview of NHRMC and NHC highlighting the following: • NHRMC Overview and Strategic Plan: • Who We Are: • NHRMC is a public, not-for-profit health system centered on the nation's third largest county - owned hospital: • 769 licensed beds • 7,400 employees and 930 volunteers • Serves seven counties in Southeastern North Carolina as the primary referral hospital for the region for: • Trauma, heart and vascular, stroke and neuroscience, pediatric specialty, intensive care • Hospitals and Specialty Centers: • Betty H. Cameron Women's and Children's Hospital; Zimmer Cancer Center; NHRMC Behavioral Health Hospital; NHRMC Orthopedic Hospital; NHRMC Rehabilitation Hospital; and Pender Memorial Hospital • Serves as a teaching hospital for four residency programs, official branch campus of UNC School of Medicine • NHRMC also provides the following services in the region: • NHRMC EMS; AirLink and VitaLink; Health and Diagnostic Centers; NHRMC Home Care; Independence and Oleander Rehabilitation Centers; Emergency Department: North Atlantic PARTNERSHIP ADVISORY GROUP OCTOBER 29, 2019 MEETING PAGE 2 SurgiCenter; NHRMC Urgent Care in Wilmington and Wallace; NHRMC Medical Services in Jacksonville • Snapshot of NHRMC providers: • 800 physicians on NHRMC medical staff; 330 mid-level providers; NHRMC Physician Group consists of 182 physicians and 70 advanced practice providers • NHRMC History: • 1967: New Hanover Memorial Hospital opens • 1987: Behavioral Health Hospital opens • 1989: Trauma designation received • 1991: Hospital renamed New Hanover Regional Medical Center and NHRMC Foundation organizes • 1994: Costal Rehabilitation Hospital opens • 1998: Takes responsibility for County's Emergency Medical Services • 1998: Acquisition of Cape Fear Memorial Hospital • 1999: Pender Memorial Hospital added to operations • 2000: Zimmer Cancer Center opens • 2001: AirLink air ambulance service begins • 2008: Surgical Pavilion and Women's and Children's Hospital open • 2009: NHRMC Physician Group forms, now with more than 250 providers • 2014: Heart Center -Outpatient Services and SECU Family House open • 2015: Emergency Department North opens • 2016: NHRMC becomes branch campus of UNC Medical School • "Day in the Life": • A Typical Day in NHRMC System: 110 patients will be admitted; 404 patients will visit our emergency departments; 107 patients will have surgery; 11 babies will be born; 114 patients will be transported byAirLink/VitaLink/EMS; 348 patients will receive cancer treatment; 1,695 patients will visit NHRMC Physician Group practices; $2.98 million will be spent on running the health system; $1.39 million will be paid to employees; $507,000 worth of free care will be provided to those who cannot pay; all of this for $0 local taxpayer dollars • Clinical Quality and Other Recognition Over the Past Year: • Forbes Top 100 Large Employers in the U.S. (2019); HealthGrades: Patient Experience Award (2019); American Heart Association: Stroke Gold Plus (2019); NCAA: Patient -Centered Medical Home (2017); Touchstone: 7 Evidence -Based Design Awards (2019); Becker's Hospital Review 150 Top Places to Work in Healthcare (2019); HealthGrades: Stroke Five -Star Recipient (2019); Action Registry Platinum Performance Achievement (2018); American Heart Association: EMS Gold Plus (2019); Strategic Healthcare Partners: Superior Performer Award (2018) • Accreditations Include: • Commission on Cancer (2018); DNV Hospital Accreditation; AirLink/VitaLink; Cardiac Catheterization Laboratory; Cardiac and Pulmonary Rehab; Clinical Pastoral Education; Echocardiography Laboratory; Epilepsy Monitoring Unit; Graduate Medical Education; Rehabilitation Hospital; Nuclear Medicine • NHRMC Community Impact: • Economic Impact: • $1.34 billion impact in three -county area which is equivalent to 11% of the area's economic activity • 3.67 jobs created in seven counties for each NHRMC job • Tax contribution of NHRMC employees and vendors is $26 million annually (Source: 2012 Community Impact Study, UNCW School of Business) • Health Community Wage: No employee makes less than $12.50/hour • Wage increases of more than $20 million in FY20 • Medical Impact: • NHRMC provides more than $140 million in uncompensated care and millions more in free medications • Provide services that lose money, but are needed in community • NHRMC Mission, Vision, and Values: • Our Mission: Leading Our Community to Outstanding Health • Vision for the Future: NHRMC is an industry leader in a new era of healthcare delivery. Our thriving community serves as a national model of achieving excellence for all. We are committed to: • Fostering a culture of transformation through empowerment, innovation, and inclusivity • Delivering exceptional quality and personalized experiences throughout the wellness continuum • Advancing health and vitality for all through a community integrated model of collaboration • Cultivating a diverse and extraordinary workforce dedicated to our mission • And Values: Ownership, Teamwork, Communication, Compassion • NHRMC Community Involvement: • Select Community Involvement Programs and Initiatives Targeting "Social Determinants" of Health: • Mission Corps: volunteering within the community • Barbershop Initiative: reaching people where they are in the community PARTNERSHIP ADVISORY GROUP OCTOBER 29, 2019 MEETING PAGE 3 • Dancin' in the Park: weekly fun way to exercise • Addressing the Opioid Epidemic: collaborating with community partners • Other community partnerships: partnerships with Homeless Respite and Soar Programs • NHRMC Strategic Plan: Plan on a Page *New H.rtrner negbnal MwGrrhrr • NHRMC Executive Team: John Gizdic, President and CEO; Ed 011ie, Chief Financial Officer; Andre Boyd, Chief Operating Officer; Dr. Philip Brown, Chief Physician Officer; Keith Strawn, Chief Human Resources Officer; Kristy Hubard, Chief Strategy Officer; Joe Norris, Chief Information Officer; Mary Ellen Bonczek, Chief Nurse Executive; and Lynn Gordon, Chief Legal Officer NHRMC Board of Trustees: Jason Thompson (Chair); Jerome Fennell (Vice Chair); Rhonda Amoroso, JD; John Andrew; Barb Biehner; Julia Olson-Boseman (Ex -Officio NHC Commissioner Representative); Jim Brumit; Dana Cook (Secretary); Heather Davis, DO (Ex -Officio Pender Hospital Medical Staff President); Brian Eckel (Treasurer); Bobby Greer (Member at Large); William Hope, MD (Ex -Officio Immediate Past Medical Staff President); Mitch Lamm; Tony McGhee; Howard Rockness, PhD (Member at Large); Mary Rudyk, MD (Ex -Officio Medical Staff President); and Mesha Chadwick, MD (Guest, Ex -Officio Medical Staff President- Elect) New Hanover County Overview and Strategic Plan: • Strategic Plan 2018-2023: SUPERIORI ISUPERIOR PUBLIC ECONOMIC DEVELOPMENT 1' 1' O l yeP�IEI/ra�w"l—ring oprold abuse to *tmourage "ate kwea nMot In—so the dl a lry and number wtaaros tor4 reeartcy MO.-- pro,ve a d re toe ob"Irf [o of higher -rap jobs prevent and reduce Pbeslry • Suppanthetto prirataa —Mw nand • to prepare comm respond to • Encourap thvelopment rN M tal.nt to fm higll.r•wap jabs co prepare !or and respond [o compMte communitNt In the pubH. safety d. -..da &-l—pwated county •eoeonnoD.r«us ontM [nawm•..ap•nw[• � not Ls Invu mPar•nry •nd .n•wn.rs oboul calory union. ay mow):. the county bldg.[ • t 0.1 iv.a gealny eervrc. et the ngM1t bine . 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INTELLIGENT GROWTH & SUPERIOR EDUCATION SUPERIOR PUBLIC ECONOMIC DEVELOPMENT & WORKFORCE HEALTH & SAFETY over me newt five rears onrsu[ well be measured by rhe Ieywvrng: ' SUCCESS is dee etaatbrLePtl� sQ.wrd�brr.u[r drru4ra glee Ptrrtlra eppdargrm re•evh MEASURES Havr�ey E.l,pmap aearhlrl aey We wantto excel and distirryuish ourselves In the tollowirrg: Guru FOCUS grzea Value P�E[�E 1:1 Health EquFty AREAS erase C r[ersf Yi..E 1Ir _11 1—rlatlon - coosumat�l�envn omvmel corn1-11 Promo[. early leermng SV PperllM pene[e c afrclans •Post -acute care nelw�wk unlry partnerships prrvae° oencouroR, • PmbDlarory lootprin[ • Enterpm•-wide care [andnuum • Mnng & recmltmerrt STRATEGIC INITIATIVES . Transparency (1--1 a.rtnrwp • cost tP ddlwr car. m lm•rnal Managing rA, spa mg with.mploy..s velem. L R•tarlHmplvryrIWl Dff.r jos rrcicrrncw Id.nbfy dhpaal• Bww[1 -nnpnm L • g Ig sNate9Yy'/Irtual plrt}rum •Payorsbawglm We will prioritize tfia fiollawing .lemenrs arra ss all areas: Ceumt unry SERVICE & tleaysntla OPERATIONAL EXCELLENCE Deliver NirM.t .vein la,.nin r.wrN•na uger.entl wr-d .w bc.n vaeliinP bulk an•kn n.w lWar obe�o aai•rm�a honer nt[�n �.ie,ii be•I•h •n .vryarryule'e• Y,,,yr� wear e y m *New H.rtrner negbnal MwGrrhrr • NHRMC Executive Team: John Gizdic, President and CEO; Ed 011ie, Chief Financial Officer; Andre Boyd, Chief Operating Officer; Dr. Philip Brown, Chief Physician Officer; Keith Strawn, Chief Human Resources Officer; Kristy Hubard, Chief Strategy Officer; Joe Norris, Chief Information Officer; Mary Ellen Bonczek, Chief Nurse Executive; and Lynn Gordon, Chief Legal Officer NHRMC Board of Trustees: Jason Thompson (Chair); Jerome Fennell (Vice Chair); Rhonda Amoroso, JD; John Andrew; Barb Biehner; Julia Olson-Boseman (Ex -Officio NHC Commissioner Representative); Jim Brumit; Dana Cook (Secretary); Heather Davis, DO (Ex -Officio Pender Hospital Medical Staff President); Brian Eckel (Treasurer); Bobby Greer (Member at Large); William Hope, MD (Ex -Officio Immediate Past Medical Staff President); Mitch Lamm; Tony McGhee; Howard Rockness, PhD (Member at Large); Mary Rudyk, MD (Ex -Officio Medical Staff President); and Mesha Chadwick, MD (Guest, Ex -Officio Medical Staff President- Elect) New Hanover County Overview and Strategic Plan: • Strategic Plan 2018-2023: SUPERIORI ISUPERIOR PUBLIC ECONOMIC DEVELOPMENT 1' 1' O l yeP�IEI/ra�w"l—ring oprold abuse to *tmourage "ate kwea nMot In—so the dl a lry and number wtaaros tor4 reeartcy MO.-- pro,ve a d re toe ob"Irf [o of higher -rap jobs prevent and reduce Pbeslry • Suppanthetto prirataa —Mw nand • to prepare comm respond to • Encourap thvelopment rN M tal.nt to fm higll.r•wap jabs co prepare !or and respond [o compMte communitNt In the pubH. safety d. -..da &-l—pwated county •eoeonnoD.r«us ontM [nawm•..ap•nw[• � not Ls Invu mPar•nry •nd .n•wn.rs oboul calory union. ay mow):. the county bldg.[ • t 0.1 iv.a gealny eervrc. et the ngM1t bine . 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Kahn, outside counsel for NHRMC, provided the following overview of the PAG process, highlighting the following: • Anticipated Process Timeline: • July 23: NHC and NHRMC announce vote to consider resolution allowing exploration of options for system • One to Two Months: Leaders hold two community forums and speak at dozens of events to inform and answer questions from public and staff • September 16: Commissioners pass resolution to explore options • October 16: Partnership Advisory Group (PAG) announced • Public hearing: Public has chance to comment on priorities for health system and RFP • Two Months: PAG develops priorities and submits RFP to at least five potential partners. RFP is posted to website. RFP issued by Dec 31, 2019. • Two Months: Potential partners develop and submit proposals while PAG explore options for remaining independent (RFP responses due by March 1, 2020) • Public hearing: Public has chance to comment on proposals received. • One to Two Months: Initial due diligence, evaluation, hearing considerations. Narrow field to two to three respondents for further due diligence; Vote on letter of interest (LOI) go forward recommendation • Four to Six Months: If applicable, negotiate LOI. Complete final due diligence and draft and recommend definitive agreement • Public Hearing: Public has chance to comment on proposed direction for NHRMC • Board of County Commissioners and NHRMC Board of Trustees (BOT) vote on proposed direction and agreement Mr. Kahn stated that this process, at least one component, is dictated largely by statute. NHRMC is a public asset. It is the asset of this community and the County. The North Carolina General Assembly (NCGA) has set out through statute an entire process that dictates that the hospital cannot be transferred whether by sale, lease or otherwise without following a very open and deliberate bid process. The work being done by the PAG is a part of the statutory process. He emphasized that going through the process does not dictate the end result. Just because you are going through a process that is consistent with the statute that would allow for the sale or lease of the hospital at the end, does not require that you actually sell or lease the hospital at the end of this process. However, there is a desire to maintain all options and keep all options on the table. It would not have been prudent to have the County or NHRMC go through a private bid process and come to its own conclusions because then it would have had to start all over again with the state required public bid process. This process is being done in conjunction with a broader evaluation of all the options applicable to the future of this hospital. Again, in part to keep the options on the table so that whatever the decision is at the end of the process, it can be implemented in a manner consistent with the PARTNERSHIP ADVISORY GROUP OCTOBER 29, 2019 MEETING PAGE 5 law. Another element of this is the transparency required by the statute. Again, the public policy behind the statute is to ensure that this public asset is not conveyed under the cover of darkness and that anything that happens to it is done in broad daylight. That will be a big part of this and for the lawyers working with the PAG, they are here to support the process, not dictate it and to ensure the PAG is getting whatever advice and support is needed on the legal side of things. They will help the PAG track along the way with the statutory process. Another critical part of the lawyers' job is listening, which is going to be a big part of this process. As was mentioned about bringing in the voices from the community, that is going to be a big part of this group's responsibility to listen as it works through this process. Mr. Kahn further stated that from a meeting standpoint, this is a public body in that it is a subcommittee of the County and the NHRMC BOT. As when the County and NHRMC BOT go into closed sessions to address sensitive issues, this group will go into closed session from time to time to discuss strategic and confidential information applicable to the County and NHRMC. Effort will be made to maintain as much transparency, as much openness, throughout this process as is possible and certainly consistent with the law. However, there will be times when there is a need to go into closed session so the PAG members can get advice from counsel and discuss other sensitive and confidential information of the County and NHRMC. The lawyers will facilitate that process and make sure that it is consistent with the law and in the best interest of all involved. In response to questions, Mr. Kahn stated the timelines presented are targets. The legislature does dictate certain time periods that have to follow each step. Some are thirty days; some are ten days. There will be another public hearing as is referenced in the timeline, which is consistent with the statute. If you followed the time periods to the number, it would be far too aggressive of a timeline to accomplish what needs to be accomplished with this group. The targets extend well beyond the required dates in the statute. The goal is to stay as much on track with these targets as possible, but also recognize the process will dictate the group's pace. CHARTER OF THE PARTNERSHIP ADVISORY GROUP County Attorney Wanda Copley and Chief Legal Counsel Lynn Gordon provided an overview of the PAG Charter that will be signed by each PAG member highlighting the following: • Governance and ReoortinR Structure: 5 members NHRMC Board of Trustees 17 members • 5 members serving on the PAG Physician Advisory Committee (PAC) 25 members 5 members serving on the PAG • Responsibilities Overview: 21 member body consisting of: 9 Community Members • 5 NHRMC Board Members • 5 PAC Members • John Gizdic, NHRMC CEO • Chris Coudriet, New Hanover County Manager During this process, the PAG will explore both potential partnerships and scenarios to remain independent Request for Proposal (RFP) Strategic Options Assessment Purpose Explore future sale, partnership, change in structure, or status quo of NHRMC Process • Develop an RFP to solicit proposals from • Understand NHRMC's progress against potential partners to understand if they its strategic objectives could further NHRMC in achieving goals • Determine additional initiatives, and objectives as a community resources needed, and organizational healthcare organization changes required to achieve goals and • Review and evaluate RFP responses and objectives as a community healthcare potential partners organization • If a sale or partnership is chosen, PAG • Evaluate strategic outlook of NHRMC would oversee the transaction steps with as an independent entity the designated strategic partner(s) Result Recommend a go forward plan for NHRMC to New Hanover County and NHRMC Board of Trustees including the possibility of a sale, partnership, change in structure, or remaining independent Ms. Gordon stated that section two of the charter "Purpose and Responsibilities" really lays out what the PAG will be meeting on and working through. There are nine key tasks: 1. Orientation to the process, general timeline, NHRMC, the County and the healthcare industry. These meetings will not call for any voting or deliverables to the Boards. 2. Identifying the key goals and objectives and corresponding information request components that the PAG recommend be included in the County's request for proposals ("RFP") to be issued by the County in accordance with North Carolina General Statute §131E -13(d). The PAG will carefully review and PARTNERSHIP ADVISORY GROUP OCTOBER 29, 2019 MEETING PAGE 6 discuss such goals, objectives and RFP drafts, recommending changes and clarifications based on the PAG's consideration of the best interests of (i) the citizens and healthcare providers of New Hanover County and the surrounding communities, and (ii) NHRMC in fulfilling its mission and meeting its charitable purposes now and into the future. The PAG will vote on the recommended RFP for County issuance, highlighting the keygoals and objectives for the Boards; such recommendation, RFP and goals and objectives will be the PAG's first deliverable to the Boards. 3. Identifying a minimum list of five (5) health systems/organizations that the PAG recommend be sent an RFP in accordance with North Carolina General Statute §131E -13(d), based on the PAG's review of summary information on potentially interested or qualifying parties—understanding that other health systems/organizations can and likely will submit proposals as well and that these will be vetted in the same manner as the identified initial group. The PAG will vote on this recommended list and such list will be the PAG's second deliverable to the Boards. 4. While third parties are preparing responses to the RFP, reviewing and discussing NHRMC/County options of continuing status quo or completing an internal corporate restructuring and remaining a stand-alone County -owned public hospital (i.e., not moving forward with a third party). These meetings will not call for any voting or deliverables to the Boards. 5. Evaluating the RFP responses/responding parties, including a summary of the pros and cons associated with each proposed model, which shall also include a similar pros and cons evaluation of NHRMC continuing status quo/internally restructuring, based on the PAG's review of the RFP responses and other relevant information (the "Evaluation"). These meetings will not call for any voting or deliverables to the Boards. 6. Preparing for, attending the Public Hearing on RFP responses which will be made public at least ten (10) days before such hearing, and then identifying the two or three responding health system(s)/organization(s) most closely meeting the key goals and objectives per their respective responses to the RFP—as further supported by the Evaluation and the Public Hearing process—that the PAG recommends for further information gathering, including site visits, interviews, and other preliminary due diligence related to a Proposed Strategic Partnership with such system(s). The PAG will vote on this recommended list of two to three responding parties to further research and such list will be the PAG's third deliverable to the Boards. 7. Summarizing the results of such further information gathering, with additional review and analysis, and recommending either (i) not moving forward with a Proposed Strategic Partnership with any party/parties at this time and focusing instead on an internal restructuring or status quo, or (ii) negotiating a letter of intent ("1_01") with the PAG's first choice of a partner (or combination of partnerships), as identified in the summary, and moving into standard due diligence towards a final definitive agreement with such party/parties (the "Proposed Strategic Partner"). If recommending an LOI negotiation, also identify the core considerations to address in such 1_01. The PAG will vote on this next step, recommending either (i) or (ii) above; if recommending (ii), then the PAG also will vote on and recommend its list of 1_01 core considerations. Such recommendation, and corresponding LO1 core considerations list as applicable, will be the PAG's fourth deliverable to the Boards. 8. If discussions move forward with the Proposed Strategic Partner(s) and an 1_01 is executed, providing recommendations on the (i) key terms and conditions of the proposed final definitive agreement(s) effectuating the Proposed Strategic Partnership, and (ii) any final due diligence in this regard. This will be over several meetings working through drafts of such keyterms and conditions, and parallel related final due diligence. At the end of this process and series of meetings, the PAG will vote on the list of key terms and conditions of the definitive agreement(s) and deliver that list to the Boards. This will be the PAG's fifth deliverable to the Boards. 9. Continuing to review and provide input on drafts of the key terms and conditions listed in the fifth deliverable; preparing for and attending the Public Hearing on any negotiated final draft definitive agreement which will be made public at least ten (10) days before such hearing; and, making a final recommendation to the Boards based on the PAG's work to date as to (i) whether or not it would, overall, be in the best interest of the citizens of New Hanover County and the surrounding communities for the parties to execute and implement such final definitive agreement(s), and (ii) whether or not, overall, executing and implementing such agreement(s) would be in the best interests of NHRMC in fulfilling its mission and meeting its charitable purposes now and into the future. At the end of this process and series of meetings, the PAG will vote either in support of, or not in support of the final definitive agreement(s), and will deliver that written recommendation to the Boards. This will be the PAG's sixth and final deliverable to the Boards. Together, the specific deliverables to the Boards referenced in 2, 3, and 6-9 above are hereinafter referred to as the "PAG Deliverables." In response to questions, Ms. Gordon stated that there will be opportunities to delve deeper into other healthcare systems who have been through a similar process to see how it has gone. A brief discussion was held about the charter structure and some members' concerns that it reads in the front part of it that there is a foregone conclusion there will be a partnership and how the options of staying as is or restructuring are not mentioned until later in the charter. Ms. Gordon stated that the purpose is to advise regarding potentially entering into a strategic partnership, could involve anything and further into the charter it does "state or as a standalone/ or continue as is." When saying "some other form of affiliation", Ms. Gordon stated she would be surprised if the group gets through the process where there is not something. County Manager Coudriet stated the charter was written in a way to advance the Board of Commissioners' directive first, which was to develop an RFP to look at a range of partnerships. Not doing that work is not an option. PARTNERSHIP ADVISORY GROUP OCTOBER 29, 2019 MEETING PAGE 7 So that the PAG did not spend time evaluating the status quo with some slight modifications, the charter was written in a way to ensure that the RFP, which is the primary charge of the Board of Commissioners, is accomplished and launched. It will be sometime while that is out the evaluation to remain independent goes and then the two will be evaluated together. A brief discussion was held about why the First Tryon document was not discussed before now. County Manager Coudriet stated that when the evaluation of First Tryon was being done, it became clear that by itself it does not solve two big things: 1) access to capital. It allowed the hospital to borrow to do projects outside of the county but it did nothing to address how does the hospital or the County access $1.5 billion of capital investment over the next ten years. The hospital's debt capacity is $150 million and the County's is less. That is not nearly enough to generate what is needed and 2) it did not ultimately help the hospital achieve the scale it is trying to achieve. County Manager Coudriet stated that the work that Mr. Gizdic and he and the teams did was a directive of the Board to look at a new lease model. He would argue that the groups would be going through this process even if it was looking at modifications of the lease, as laid out in North Carolina General Statute (NGCS) 131E-13. However, First Tryon did not accomplish what needs to be done, by itself, without looking at more optionality. In the end, it was determined there was a need to broaden it and look at something bigger. Ms. Gordon continued the overview of the PAG charter covering the organization and membership, meetings and voting, conflicts of interests, required transparency, legally protected disclosures and individual confidentiality commitments, indemnification of PAG members, PAG support team, and the PAG member agreement. She reiterated that the open meetings laws will be followed and the members will be told when matters move from confidential to public. County Attorney Copley reiterated that the statutes will be followed and as it pertains to confidential matters discussed by the PAG, that information will be disclosed when there is no longer a need for it to remain confidential. All the steps to track the statutes are in the PAG charter. ELECTION OF CO-CHAIRS AND VICE CO-CHAIRS New Hanover County Budget Officer Sheryl Kelly confirmed that all PAG members agreed to and signed the charter and disbursed voting ballots for the election of two Co -Chairs and two Vice Co -Chairs, and provided the following overview of the process: This first vote of the Partnership Advisory Committee will adhere to the following rules: • Ms. Kelly will pass out the ballots at the meeting. Anyone calling in for the meeting will need to directly email Ms. Kelly his or her vote during the agenda item for election of chairs, and these votes will be included in the tally. • Check two names on the ballot (you may vote once for yourself); fold and hold for collection. • Ms. Kelly will then collect and tally the votes, applying the following additional rules: • The top vote holder will become the first appointed Co -Chair. To maintain a balance in Co - Chair positions among the PAG membership categories, the second Co -Chair appointment will go to the member with the highest number of votes in a membership category different than that of the first appointed Co -Chair. The Vice Co -Chair positions will go to those members with the highest number of votes (regardless of membership category) after the Co -Chairs have been appointed. In order to respect the individual indications of interest in Co -Chair and/or Vice Co -Chair positions per PAG members' communication with Ms. Kelly, any inapplicable position will be skipped as the votes are tallied. Ms. Kelly reminded the group that the names on the ballot were compiled through self -nominations that were sent to her at her request. There were two individuals who were only interested in serving in one of the roles. Dr. Kays is only interested in serving in a Vice Co -Chair role and Barb Biehner is only interested in serving in a Co - Chair role. Those preferences will be taken into account as the votes are tallied. capacity. Dr. Kays stated he would take away his preference for Vice Co -Chair and would be willing to serve in either Ms. Kelly collected the completed ballots and support staff stepped out of the meeting to tally the votes. DEMONSTRATION OF SHAREPOINT SITE Ms. Kelly continued the presentation by providing an overview of the SharePoint site that will be utilized by the PAG members and support staff: PARTNERSHIP ADVISORY GROUP OCTOBER 29, 2019 MEETING Q search + New v T Upload — ® Quick edit �a Sync CE Export to Excel -- Home 10/29/2019 Process and Legal Overview, NHRMC Background PAG Meeting 92 Week of Nov. 11 Documents PAG Meeting #3 Week of Nov. 18 Conversations PAG Meeting #4 Week of Dec. 2 Final Goals and Objectives and Initial RFP Development Documents Week of Dec. 16 Final RFP and Identification of Participating Parties PAG Meeting #6 Week of Jan. 13 ❑ Name Modried - Modified By Shared with us PAG Meeting #8 Week of Mar. 2 Ti PAG Meeting #9 ` 14-29-19 Meeting Materials SUMaya[12:24 PM Kelly, Sheryl PAG Calendar TBD PAG Meeting #11 Week of Apr. 14 Notebook r Meeting Agendas 4days ago Kelly, Sheryl Pages ` News of Interest yesterday at SAB AM Kelly. Sheryl Site contents Ilr PAG Comments - Puhlic Sunday at 12:24 PM Kelly, Sheryl Recycle bin IK PAG Meeting Schedule.docx Abomaminute ago Kelly, 5neryl Edit PAGE 8 This site will be utilized to minimize the number of emails sent to the PAG members. This is a private site setup only for PAG members and support staff. Only the documents tab will be used. Ms. Kelly provided an overview of what will be posted to the site. The public will be provided a mechanism to provide input to the group via an email address. A number of the documents will be posted to the https:Hnhrmcfuture.org/ site, including for example the charter and today's presentation for easy access by the public so the public does not have to submit a public information request. Other documents such as background reading information will be posted on the private site but can be requested by the public. The confidential documents, per statute, will be marked as such when posted to the site. DEVELOPMENT OF MEETING CALENDAR Ms. Kelly provided an overview of the proposed meeting calendar of the PAG. The suggested schedule was developed to be in keeping with the charter and the timeline that were presented earlier: PAG Meeting #1 10/29/2019 Process and Legal Overview, NHRMC Background PAG Meeting 92 Week of Nov. 11 Overview of Healthcare Industry Trends & Impact on NHRMC PAG Meeting #3 Week of Nov. 18 Initial Goals & Objectives and RFP Candidates PAG Meeting #4 Week of Dec. 2 Final Goals and Objectives and Initial RFP Development PAG Meeting 95 Week of Dec. 16 Final RFP and Identification of Participating Parties PAG Meeting #6 Week of Jan. 13 Evaluation of Strategic Options Assessment PAG Meeting #7 Week of Feb. 10 TBD PAG Meeting #8 Week of Mar. 2 Ti PAG Meeting #9 Week of Mar. 16 TBD PAG Meeting #10 Week of Mar. 30 TBD PAG Meeting #11 Week of Apr. 14 PAG Vote on Recommendation PAG Meeting #12+ Expect 4-6 months of additional PAG meetings pursuant to sections #8 and #9 of PAG Charter • Actual sequencing, timeline, and content of meetings will be guided by the Charter of the PAG. Ms. Kelly asked the members to consider within this framework what days of the week and two-hour blocks of time would be the most convenient for the group. At a minimum the next several meeting dates need to be set before this meeting is over. It has been recognized that some proposed weeks, depending on which day is chosen, will pose conflicts for which staff support will be able to attend due to County Commissioners and NHRMC BOT meetings. After a brief discussion of which days create conflicts due to Commissioners meetings (first and third Mondays) and BOT meetings (monthly meetings and committee meetings), Mr. Gizdic stated that he thinks it might be better to pick specific dates for the meetings for the next several months. The general consensus of the PAG was to hold the meetings later in the afternoon into the evening and that a draft calendar be disbursed identifying the first and third weeks of the month, potentially Wednesdays. County Manager Coudriet stated that the goal is to set the schedule through at least meeting number six, which is the week of January 13, 2020. There are topics proposed for meetings one through six with later meetings that still need topics to be determined. Ms. Kelly reconfirmed that there is general consensus to hold the meetings from 5:30 p.m. to 7:30 p.m. Further discussion was held about moving forward with scheduling at least the next two meetings. The general consensus of a majority of the PAG was to hold the next meeting on Wednesday, November 13th at 5:30 p.m. After a brief discussion about the Thanksgiving holiday, the general consensus of a majority of the PAG was to hold the second meeting of the month on Wednesday, November 20th at 5:30 p.m. The rest of the meeting schedule will be set at one of the upcoming November meetings. It was recognized by the PAG members that there would be times when members could not attend or only attend a portion of the meetings and could receive staff briefings. ELECTION OF CO-CHAIRS AND VICE CO-CHAIR RESULTS County Attorney Copley reported that there is a tie for the second position of co-chair. Ms. Gordon stated the results for the other positions would not be announced until the tie for the second position had been resolved. The second position of co-chair is a tie between Dr. Joe Pino and Barb Biehner. Members were instructed to submit PARTNERSHIP ADVISORY GROUP OCTOBER 29, 2019 MEETING PAGE 9 one name, either Joe Pino or Barb Biehner, on a piece of paper and the members participating by telephone were provided a number to submit their vote via text. Upon a tally of the votes on the second position of Co -Chair, it was announced that Spence Broadhurst and Barb Biehner were appointed as Co -Chairs and Bill Cameron and Dr. Joe Pino were appointed as Vice Co -Chairs. CLOSING REMARKS Co -Chair Broadhurst thanked the group for appointing him as a Co -Chair and that serving on the PAG is a great responsibility with the opportunity to be open and transparent and really listen as they go through the work. He thinks it is critical to do. He also thanked County and NHRMC staff for their work to date. Co -Chair Biehner stated she thinks the medical staff, employees, leadership, and the community will be well represented by this group. She has attended all of the community meetings and the public hearing on this matter, and has heard a lot of the concerns raised, some of which are misunderstandings. She thinks the transparency will be critical and looks forward to working with the group. ADJOURNMENT There being no further business, Co -Chair Broadhurst adjourned the meeting at 7:35 p.m. Respectfully submitted, /final - approved/ Kymberleigh G. Crowell Clerk to the Board Please note that the above minutes are not a verbatim record of the Partnership Advisory Group meeting.