2019-11-20 PAG FinalPARTNERSHIP ADVISORY GROUP
NOVEMBER 20, 2019 MEETING
PAGE 1
ASSEMBLY
The Partnership Advisory Group met for a meeting on Wednesday, November 20, 2019, at 5:35 p.m. in the
Andre' Mallette Training Rooms at the New Hanover County Government Center, 230 Government Center Drive,
Wilmington, North Carolina.
Members present: Co -Chair Barbara Biehner; Co -Chair Spence Broadhurst; Vice Co -Chair Bill Cameron; Vice
Co -Chair Dr. Joseph Pino; Members: Dr. Virginia Adams; Evelyn Bryant; Robert Campbell; Chris Coudriet; Brian Eckel;
Jack Fuller; Hannah Gage; John Gizdic; Dr. Sandra Hall; Meade Horton Van Pelt; Dr. Chuck Kays; Tony McGhee; Dr.
Michael Papagikos; Dr. Mary Rudyk; Jason Thompson; and David Williams.
Members participating via telephone: Cedric Dickerson
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; Chief Communications Officer
Jessica Loeper; Budget Officer Sheryl Kelly; New Hanover Regional Medical Center (NHRMC) Chief Communications
Officer Carolyn Fisher; NHRMC Chief Legal Officer Lynn Gordon; NHRMC Chief Strategy Officer Kristy Hubard; NHRMC
Media Relations Coordinator Julian March; and David Burik, Navigant Managing Director.
Co -Chair Biehner called the meeting to order and stated that the November 13, 2019 minutes are still in
process due to the PAG meetings being back to back and will be presented along with the November 20, 2019
minutes for approval during the December 5, 2019 meeting.
Co -Chair Broadhurst thanked all PAG members for their commitment to this process and the citizens'
involvement. The PAG is committed to an open and inclusive process. The email address to send PAG members
information is pagcomments@nhcgov.com. As a reminder as to why we are here, all members have agreed and
committed to a charter that commits the members to move forward in the interest of the citizens and healthcare
providers of New Hanover County and the surrounding communities, and for NHRMC in fulfilling its mission and
meeting its charitable purposes now and into the future.
Co -Chair Biehner stated the other item to keep in mind is that NHRMC's mission is to lead the community
to outstanding health. She then reviewed the agenda for today's meeting.
GUIDELINES AROUND TRANSPARENCY AND CLOSED SESSIONS
County Attorney Wanda Copley reviewed the handout concerning the nine purposes for a public body to
enter into closed session. While the PAG is a public body and thus, subject to the North Carolina Open Meetings Law
and Public Records Law, only reasons 1, 3, and 5 of the nine reasons apply to the PAG for it to enter into closed
session:
To prevent disclosure of information that is privileged or confidential under state or federal law;
To consult with an attorney employed or retained by the public body in order to preserve the attorney-
client privilege between the attorney and the public body;
To establish, or to instruct the public body's staff or negotiating agents concerning the position to be
taken by or on behalf of the public body in negotiating (i) the price and other material terms of a
contract or proposed contract for the acquisition of real property by purchase, option, exchange, or
lease; or (ii) the amount of compensation and other material terms of an employment contract or
proposed employment contract.
The Open Meetings Law was established to keep things transparent and the PAG Charter Articles VI and VII
also address transparency, legally protected disclosures, and individual confidentiality commitments. Should the
PAG members have any questions about going into closed session, Ms. Gordon and she can advise beforehand. If
they feel the PAG is delving into a matter that they deem has an overwhelming need to remain confidential and
should only be discussed in closed session, they will notify the group. However, they will only do so when absolutely
necessary in order to have the meetings remain as open and transparent as possible.
Co -Chair Broadhurst reiterated what he thinks everyone agrees with is that the PAG's commitment to open
session, open dialogue, and open communication is critical to the success of the group. The members are
representing the body of the community and are committed to this.
Co -Chair Biehner stated there have been a lot of statements made that the PAG already knows what it is
doing and has already made up its mind, and she will say the PAG has not decided. The PAG does not know enough
to make a decision nor know what the options are at this point. The group, with the exception of the few reasons
that were explained, will remain in open session.
NHRMC Chief Legal Officer Lynn Gordon stated that the members need to be aware that while there are
nine reasons for a county to go into closed session, when talking about a public hospital there are additional
protections. The reason for that is simply there would never be a public hospital if a public hospital had to follow the
exact same rules as a county/government body. Under the North Carolina Hospital Licensure Act, there are a number
of things that are to remain confidential such as confidentiality of patient information, personnel information, and
credentialing information. In reviewing the handout, she stated while she does not expect that all of these items will
arise with the PAG, she does expect the group to occasionally work with NCGS 131E-97.3 which is confidentiality of
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NOVEMBER 20, 2019 MEETING PAGE 2
competitive health care information and NCGS 131E-99 which is the confidentiality of health care contracts. While
the PAG is very open, there will be times because of the need to protect the organization and to protect the
community in terms of where we may go, to keep proprietary information confidential. Also as a reminder, all open
session minutes and other non -confidential information is posted for the public. Ultimately, most if not everything
will at a certain point and time become public. Even proprietary information has a life span and the closed session
minutes will be made public in the future. The final Request for Proposal (RFP) and responses, all by law are posted,
as well as public comments at public hearings.
PAG PROCESS OVERVIEW AND RFP PRIMER (SLIDES 5 TO 7)
Co -Chair Biehner reviewed slide 5 of the PowerPoint presentation (the presentation) covering the purpose
and process for the RFP and the strategic options assessment. The process will lead to the result of what is
recommended to the County and NHRMC Board of Trustees regarding NHRMC. The purpose the PAG follows now is
looking at the RFP and an overview of the process reviewed.
Co -Chair Broadhurst reviewed slide 6 of the presentation about the high-level timeline of the PAG process,
noting the following has been completed to date:
High -Level Timeline:
• Completed:
• July 23: New Hanover County (NHC) and NHRMC announce vote to consider resolution
allowing exploration of options for system
• 1-2 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 14: Partnership Advisory Group (PAG) announced
• Public Hearing: Public has chance to comment on priorities for health system and RFP
Co -Chair Broadhurst stated that the PAG at this point is in the time frame of working towards developing
priorities and submitting the RFP to at least five potential partners and the RFP will be posted to the website. During
the two months the RFP is out, the PAG will be doing the work of deciding what are the other options available, such
as remaining independent, and exploring the costs and benefits of the options. Time will then be spent working
through the evaluations of proposals and there will be public hearings and public input. Eventually, there will be a
recommendation made to the County Commissioners and NHRMC Board of Trustees.
Ms. Gordon provided an overview of slide 7 of the presentation, RFP primer and best practices for RFP
development, and the handout entitled New Hanover County Request for Proposal (RFP) Outline and Primer for the
Partnership Advisory Group.
In response to questions, Ms. Gordon stated in regard to being consistent with the resolution of intent that
was passed, the RFP needs at a minimum, as put forward by the PAG, to include in the range of strategic options
investigated a 100% equity sale, although she would not say 100% equity sale. However, the word sale does have to
be used in accordance with state law and the charter is being followed which includes the whole range and scope.
As to whether it would be permissible under the rules to limit the RFP sale, for example, to certain classes of
respondents such as only soliciting responses from non-profit hospitals, Ms. Gordon stated from a legal perspective
it would not be permissible. As it reads in the statute, anyone who is interested, any perspective party who submits
a proposal, it has to be accepted. Part of that is because it does provide a full sense of options and ranges to allow
the group to drill down to the next level and next steps. As to whether there will be capacity or space for possibly
two respondents who cannot meet all the needs individually but do as an alliance, Ms. Gordon stated absolutely.
The charter states that it may come down to one or a combination of more than one that fit the needs. It will
absolutely be allowed and is being encouraged. We are really looking for everything, including unique options.
RESPONSES TO QUESTIONS FROM MEETING #2 (SLIDES 9 TO 10)
David Burik, Managing Director with Navigant, stated equity in relation to the hospital means making sure
everyone in the community has access to care. A tax exempt organization does not have equity, it has members. It
is a membership. Equity is about taking care of each other. That will not be heard from the teams in the RFPs.
As it relates to the conversation during the last meeting about the managed Medicaid program, the program
was to start in December 2019, then February 2020, and yesterday it was announced that it is now indefinitely
delayed. The old system and presumably the old rate card will stay in place until further notice. Medicaid is the third
largest payer and cannot explain how they will make payments. Brief discussion was held about this occurring due
to the full state budget not being agreed to and only parts of it having been passed. Mr. Coudriet stated there is
more complexity in that the contracts with the five providers, BCBS, Aetna, and three others, cannot become live
because there are no resources to activate them. Once the ramp down starts, theoretically all those negotiated
contracts have gone away and the process has to start all over again unless this is resolved. The indefinite delay in
reality means months, if not more than a year, to go back through the whole process and effectively start over
because the Department of Health and Human Services (DHHS) did not have, while it was told to go to managed
care, the resources to make it happen (executing the contracts and standing up the system) and was caught up in
this year's budget. Authorization was only given for spending for the program in its current form, not the resources
to move to managed care.
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Mr. Burik stated that the information presented in slides 9 and 10 is incomplete and is marked as "Draft: In
Progress". There will be more information provided, but he and his team wanted to start with what they have to
date. Based on information from the prior meeting, the following four questions arose:
1. Are there county -owned hospitals that receive tax subsidies? How much do they receive?
2. In a state that does not have a certificate of need (CON) regulation (e.g. Texas), is there a difference in
patient care quality between a county -owned hospital and a "private" hospital?
3. What impact have hospital consolidations generally had on the quality of patient care?
4. In states that have experienced large reductions in hospital reimbursement for Medicaid, what has
happened since the cuts?
Mr. Burik reviewed the findings and supporting research for each question as presented in slide 9. As it
relates to the first question, the information is to demonstrate that there are plenty of county hospitals that receive
tax dollars. He and his team will be more systemic and come back with more clarity on the hospitals that received
taxes and the trajectory on those dollars.
In regard to the second question, the starting point was what was observed in Texas is that county hospitals
had a higher load of Medicaid and indigent patients than most of the private hospitals seemed to have. In general,
the metrics of hospital quality are controversial. A bigger data base will be obtained to do additional work on this
question. In response to questions, Mr. Burik stated that as it relates to "cherry -picking" and laws being in place that
state hospitals have to have a certain percentage of Medicare, Medicaid, and indigent care patients, it does not
matter if it is a private or public hospital, there are no laws that says that. There is a law that says any patient that
presents themselves at the emergency department must be triaged. A brief discussion was held about what occurs
when a patient presents themselves at a private hospital for help. Quality is impacted by an array of variables and
how that is measured is different. If one is looking at value being quality over cost, that is an equation that has been
apart for many reasons. Costs can change. If there are larger volumes, the costs can go down. It assumes a ratio
where it is said the units are not the same. If the outcome unit is different from a cost unit and if it is said that value
equals quality or outcome over cost, a 20% increase in quality may not be equivalent to a 20% decrease in costs. The
PAG will be talking about quality in future meetings and sooner rather than later it would be good to take the quality
profile at NHRMC as of today and explain the metrics and the scores and where they fit to start to get into the
definitional problem. The state of quality scoring is relatively immature. With a more in-depth look, the group will
be able to better project on the proposals received.
In connection with the third question, Mr. Burik stated that he and his team have been unable to find a
Robert Wood Johnson Foundation study, Kaiser Family Foundation study, or CMS Research study on what impact
hospital consolidations generally have had on the quality of patient care. The team is still looking for information. A
very precise metric that Medicare chooses to say is a quality metric is the readmission rate. In the case of Stanly
Health Service, post -Atrium, the readmission rate went down. In the case of Halifax, post -Sentara, the readmission
rate increased. There could be many reasons for that and it will be looked at further. A suggestion would be that one
of the questions in the RFP is specifically about the readmission rate. Brief discussion was held about the past three
decades of merges and acquisitions as it relates to health care consolidation, what it does to hospital operating costs
and the average price of hospital services, and how the data is written and presented is different. Mr. Burik noted
the quality metrics that are used today were not used three decades ago. However, the FTC has been studying
transactions and the economic impact of transactions for that time span. As to how the quality of care relates to the
cost of care, traditionally quality is the "x" axis and cost is the "y" axis. A fifth question can be added in the form of
"what happened post -merger to expenses and costs per discharge and costs per outpatient?" The two items are
separate and do not always correlate with each other. There is a lot of documentation that say the costs go up in a
merger. It is not as definitive on quality.
In regard to the fourth question, Mr. Burik stated most states have already expanded Medicaid and the
amount of dollars increases every year and sometimes it went down by four or five percent. His team realized they
need to calculate that increase per capita. For example, Florida has a four percent increase in Medicaid funding, but
on a per capita basis it was flat. It is being established what happened to Medicaid funding on a per unit basis so
they can then determine what the providers have had to do with this fund. More information will be forthcoming.
Mr. Burik reviewed the preliminary market research information Navigant conducted for NHRMC
approximately three months ago. The research was done to speak with a handful of top health systems by asking
them very general questions:
• Are there organizations that have strategic priorities and plans that could benefit southeastern North
Carolina?
• Are there organizations with strong community and population health programs, along with charity
care, that could be extended to other regions?
• Are there organizations with experience in growing service lines and provider base to meet the unmet
needs of the communities?
• Are there organizations that have demonstrated commitments to employees and providers, as well as
long-term operational sustainability, financial commitments, and access to capital when adding new
organizations to their system?
• Are there organizations that maintain local governing roles across partnership arrangements?
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As mentioned during the last meeting, on a national scale there are many hospitals that are not very
appealing to health systems to acquire. The goal was to ensure that there was at least interest in organizations that
could say yes to the questions before doing anything else. It was found there is strong interest in southeastern North
Carolina; pride in what has been done as it relates to question 2; experience in question 3; there was a look for more
information in question 4; and at least a nonbinding expressed interest saying there are plenty of ways to work with
other organizations in question 5.
Member Campbell departed the meeting at 6:16 p.m.
DEVELOPMENT OF GOALS AND OBJECTIVES (SLIDES 12 TO 18)
Co -Chair Biehner stated that the plan is to go through the goals and objectives that were brought forward
by the support team for the PAG and were started by the administrative leadership of NHRMC as these are the goals
and objectives of the hospital itself. What the PAG needs to do is review the proposed goals and objectives, aligning
on a final set of them, making sure the PAG is comfortable with them, and that they are thorough and clear to guide
the exploration of the RFP as well as any other options to be considered.
A brief discussion was held about how the goals and objectives were developed and how everything that is
being done for the RFP is directly from the strategic plan. Co -Chair Broadhurst noted it is critical that all of the work
done to create the hospital's strategic plan stays in place regardless of the PAG recommendation as it creates the
foundation for asking the questions in the RFP. The task then is to look at that as a community, evaluate, discuss it,
and make tweaks if needed. Member Eckel stated that the NHRMC Board of Trustees are focused on the intent of
implementing the strategic plan, not the definition of intent to sell.
Co -Chair Biehner stated the County has also seen the ten goals that were brought forward from the hospital
discussions and now it is the PAG's opportunity to review them. The goals deal with access, value, health equity,
engagement of staff, providers, quality of care, scope of care, financial security, strategic positioning, and
governance. In response to questions, she confirmed that the goals were costed out and set the objectives of how
to attain each goal which is how the amount of $1.5 billion was decided on.
A brief discussion was held about learning where the gaps are and the necessity of need with each goal so
the focus can be on those issues. For the purposes of today, Mr. Gizdic suggested that the focus not be on the gaps.
He thinks that is really the second part when the group reviews the assessments and spends a couple of months on
the current state of NHRMC, where the gaps are, the potential for remaining independent, and how to accomplish
that. He thinks that would be a good discussion to dive into those gaps and what it would take to address those gaps.
For example, in looking at access it has very different definitions. Some think very traditionally about in-patient
service but there is digital access, virtual access, access for the underserved, and access to preventive services. There
is a broad array of what access could be defined as and he thinks the group wants to make sure what is being
captured are those categories and concepts to ensure we would include them, whether they are currently being
done or not, or do them well or not, and could a partner enhance that or bring forward a new opportunity under
access.
Mr. Coudriet thinks how these things are operationalized would be important and it would be really
valuable to understand part of the regional accesses. For example, he would be unable to respond, and other
members agreed, to something such as developing retail employer offerings until he understands what it means and
then the group can talk about how to craft the call for the RFP. Mr. Gizdic stated that he would briefly cover the
objectives under each in the terms of "for instance" and welcomes any input from staff and members. Five of the
ten goals were discussed as follows:
Goal #1: Improving Access to Care and Wellness (Slide 14)
• Create pathways that expand regional access to NHRMC services:
A seven county region is served by NHRMC. It is looking at it from not only an in-patient perspective,
but also an ambulatory perspective. Onslow, Brunswick, and Columbus is where there is a need for not
just in-patient facilities, but also ambulatory facilities that have care closer to home that is accessible.
• Offer consumer -centric care capable of addressing patient needs and preferences:
This is getting into the digital and virtual healthcare services. When one thinks about how they access
services in their daily life versus healthcare services, NHRMC is not very consumer centric. It is open in
these facilities in these locations during hours that are convenient to it and not the consumer, let alone
being able to schedule procedures online, get virtual visits, or any other type of virtual consumer -
centric type of access.
• Meet the needs of a growing and aging population by expanding NHRMC's primary care and specialty
provider base:
The needs of a growing and aging population means these are two components of primary care and
specialty services that need to be expanded through the region, not just in New Hanover County. A
statistic he recently heard stated that one practice in town averages 600 new primary care visits per
month. The large retirement population typically results in a higher utilization of specialty services such
as cardiology, neurosciences, stroke, orthopedics, etc.
• Increase sites of care throughout southeast North Carolina:
The sites of care are different levels of care (urgent, emergency, ambulatory, in-patient) and how to
make sure those are distributed throughout the region. Not everyone wants to drive to the 17`h Street
facility for everything and it is probably not appropriate. An example of this is how NHRMC has a two-
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year contract with Fender County Hospital and in two years NHRMC will have to make another decision
on what it will do with the Fender County hospital. There are a lot of people who would argue that it
is not in the right location, does not provide the right access, and is not the right facility. Pender County
is tremendously important to New Hanover County, so decisions will have to be made about what to
do, what is the right strategy for it, how much is it going to cost, and when is the right time to implement
it. There are relationships with other hospitals in the region, but they are not as strategic as Pender
County. NHRMC has a very tight contractual relationship with Pender, a contractual relationship with
Dosher Hospital in the form of a strategic affiliation agreement, a clinical affiliation with Columbus, and
then other types of relationships such as a helicopter agreement with Brunswick-Novant. NHRMC is
more financially responsible for some and less for others.
Develop retail and employer offerings:
From an employer perspective as it relates to occupational medicine, employers have employees that
it wants to return to work as soon as possible and as safely as possible. An employer wants to reduce
healthcare expenses. The question is how can NHRMC work with employers to do that for companies
and each company may have types of injuries that are larger expenses than other types, such as back
injuries or high risk pregnancies. From a retail standpoint, in healthcare as it has been defined, all of
the retail cash business has been ceded to everyone else. There are billions of dollars in healthcare that
is cash business (vitamins, durable medical equipment, walker, etc.) and why should it not be captured
as part of the hospital's service offerings.
Increase the region's access to timely and convenient healthcare by incorporating digital and virtual
platforms:
An example of this is telemedicine. While practices want to offer it, the practices do not know how to
get paid for the service. It is not helpful to have the platforms if the practices cannot be reimbursed for
the services. The continuum of care (such as home care) also needs to be addressed. This is an example
of how these points can be refined, be incorporated into the goals and objectives, and very specifically
get that information into a question and a point in the RFP.
Ensure the presence of a short-term acute care facility and emergency services that can meet health
needs of the region:
The last two bullets are also in regard to the concept of micro hospitals and other things that are
starting to be seen around the country. If there is a need for something at a basic level, the main tertiary
campus on 17th Street is probably not always the best place to be for something of lower acuity. That
site is a very high acuity and an intense large facility. A short-term acute care facility would be for one-
night stay procedures with a free standing emergency department and office buildings attached. Access
covers a large amount and there are many ideas that could be considered, and a partner might be able
to help with and show what models they have used.
Discussion was held about the geographical influence that NHRMC feels a responsibility to take care of
patients to provide access to everything and whether the geographic area/region is fixed or not, and if not, what is
the perfect size long term for NHRMC. Mr. Gizdic reviewed the growth strategy for a non-profit entity like NHRMC.
The basic definition is a seven county service area, three county primary service area (New Hanover, Pender, and
Brunswick counties), and a secondary service area (Onslow, Duplin, Bladen, and Columbus). In the primary service
area that would be approximately 80% market share, in all seven counties it is about 55% which is inpatient acute
care market share and is essentially the only way to currently measure it. It also depends on how one wants to define
success such as if you are a volume world like we are today, then the desire is to have the service area as big as
possible; it is known the transition is going from volume to value. In a value world, the geographic reach is now the
population you are accountable for financially and clinically, which is a different mindset and approach. Operations
will run in both volume and value for some time so it depends on what the primary motivation is. On the value world
side, who you are accountable for is essentially attribution. For example, the Medicare Shared Savings Program
(MSSP) is a pilot program by Medicare and what it does is assign the beneficiary to a physician, usually a primary
care physician that a beneficiary has visited in the past 12 to 18 months. The primary care physician gets assigned
that payer and that is essentially who they are accountable for based on that attribution. Mr. Burik stated from a
size perspective, within the seven county region there is enough business to sustain a very efficient hospital and a
good complement of multi -disciplinary physicians. The seven county region is big enough to provide a medical
community that more or less treats 90 -plus percent of what people need in a relatively efficient way. Mr. Gizdic
stated that from an actuarial standpoint, 500,000 to a million is what is needed to sustain what Mr. Burik described.
He believes in the seven county service area, there is about 650,000 in population and what is being discussed is the
need to capture the vast majority of that entire region's population in a coordinated health delivery approach, not
NHRMC only, to be that efficient, effective model.
A brief discussion was held that while the ten areas of goals and objectives are all very important, NHRMC
addresses some areas better than other areas and the need to determine the areas of the RFP that need more
attention than the areas that NHRMC does really well, and about the process being used to get to the critical
elements that is wanted in a partner or something else in the RFP process. In response to being able to discuss the
significant needs of each goal in developing the RFP rather than going through every point, Mr. Gizdic stated he does
not think the team is prepared to have that exact discussion. He thinks the goal for tonight was to make sure to get
everything on the table and then work through a prioritization.
As to the earlier discussion about the difference between non-profit and for-profit hospital systems in
scope, size, and geographical area, a brief discussion was held that the only difference is the for -profits pay property
taxes, sales taxes, and answer to a board of directors while a non-profit does not do those things. From an operations
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standpoint, both are trying to provide the highest quality at the best cost possible. Also, the general consensus of
the PAG was to move through as much of the goals and objectives as possible during this meeting so each goal and
respective objectives are understood.
Discussion was held about what is not being done well and what NHRMC needs help with. An example of
this is that if meeting the needs of a growing and aging population by expanding NHRMC's primary care and specialty
provider base is the best that can be done, then that is a problem. There is a need to expand help for the elderly so
that when they enter the hospital their issues are not made significantly worse. It was also noted that women's
healthcare needs to be expanded. Co -Chair Biehner stated that the leadership needs these type of points from the
members in order to expand on it and bring it back to the group to make sure it is being covered and discuss the
members' expectations of what that should be. Co -Chair Broadhurst suggested rather than going through all the
points, it would be more efficient to ask what questions the members have on each goal and objective that need
clarification. Mr. Gizdic can answer the questions and then the group can move to the next item.
Goal #2: Advancing the Value of the Care (Slide 14)
Mr. Gizdic stated that value is the concept of quality or outcomes over cost. However, it is not this simple
as to which value outcome is being measured and which cost, the cost of the hospital or the cost as a consumer or
patient. Generally speaking, really driving towards the concept of value and making sure those capabilities are in
place, the focus is on both components of the equation and having the tools, data, analytics, etc. in skill sets in
addition to the care coordination and processes needed to move in that direction.
A discussion was held about what is care management and coordination capabilities and how it is basically
the goal to standardize how the approach to patient care is done, how progress notes are done, and discharge
summaries. There are a lot of pathways to reduce the variation in care, make it more standardized while still allowing
clinical variability, and coordinate the care of a patient even after the person leaves the hospital in forms such as
ensuring medications are being taken and helping to get a patient to a medical appointment. As to whether it could
be added as an additional bullet point a statement along the lines of not to allow costs to compromise or degrade
quality of care, Mr. Gizdic stated that gets to the point of a proposer responding to the RFP who may have multiple
facilities and experiences and can explain how they did it and what the results were. The idea is to make sure cost is
wrapped into the quality of care goal and this particular bullet point.
As to the bullet point "Commit to the continued provision of cost-effective, high-quality care," Mr. Gizdic
confirmed it is a general statement. It starts to get into asking about the specifics of how a proposer commits to this
statement and what examples can it provide of what has been done in other relationships, what results can be
provided of impacts, etc. He reemphasized the goals and objectives will drive the questions; they are not the
questions in a RFP. They are the concepts and the realization there could be multiple questionsjust for one objective.
Goal #3: Achieving Health Equity (Slide 15):
Mr. Gizdic stated that health equity gets into ultimately impacting health disparities. Not everyone in the
community is achieving their optimum health outcome for various reasons. While excellent care is provided every
day, it only accounts for about 20% of an individual's health status and 80% of health status has more to do with
food, housing, income level, education, etc than the great care provided by NHRMC. At its core that is what health
equity is about, identifying and addressing those disparities. There is a lot of detail behind that related to cultural
competencies, understanding the challenges of different backgrounds, belief systems and being capable of serving
those in the way they want to be served. It is not a one size fits all manner and really gets into the details of what is
causing a disparity and what can be done to impact it.
In response to questions, Mr. Gizdic stated this is an area that this community is growing and developing
in. Everyone is exploring it and finding those relationships because this is not something NHRMC can do on its own,
nor should it try. This is a community -wide engagement. While NHRMC is ahead of a lot of communities, it can be
explored as to what the proposers have done and the results of the efforts.
Discussion was held about how community healthcare workers fit into health equity and community needs.
Mr. Gizdic stated while he is not an expert, a person does not always need to engage with the highest level of
healthcare professional. The concept of a community healthcare worker a lot of times is someone who lives in a
community who can build trust with their neighbors and friends versus someone who does not live or relate to that
community and making sure the resources are provided. It is being discussed as to how it can be done locally and is
a question and example to be explored as to who has done it, what has been the experience, and could they help
NHRMC accelerate the efforts in the community around the community healthcare worker. Mr. Gizdic noted the
strategic plan does not change whether NHRMC does or does not partner with someone, whatever partnership form
it does or does not take, but is the exact question that needs to be asked of ourselves both ways: 1) as the RFP is
sent out could or how could a proposer help us; 2) if NHRMC remains independent, how could it accomplish a goal
and objective.
Goal #4: Enaasting Staff (Slide 15):
Mr. Gizdic stated NHRMC would not be in its current position if it were not for its staff. One of the most
important aspects of this entire discussion from his perspective is protecting the staff. In looking at any type of
partnership, there is a need to make sure first and foremost that anybody NHRMC would work with, culture fit is the
most important thing. Also to make sure jobs will not be lost in the community, that there will not be pay cuts or
anything like that, and benefits will be as protected as possible throughout this process. All of those types of
PARTNERSHIP ADVISORY GROUP
NOVEMBER 20, 2019 MEETING PAGE 7
commitments are what he is looking for when talking about staff. It is also known there is a healthcare worker
shortage so can or how could a partner help NHRMC with recruitment, retention, and/or other initiatives to not only
keep the phenomenal talent NHRMC has, but ensure it continues to grow the talent that is going to be needed in
the region, organization, and in the future. In connection to the last bullet point of this goal, he would take it a step
further and think about this from NHRMC's staff and economic development standpoints. In talking with potential
partners, the question becomes how could they enhance employment in this market from an economic development
standpoint such as relocating a division here, growing some business line here, whatever that might look like, and
why not try to also address it from growing employment in our region. In response to questions, Mr. Gizdic stated
that North Carolina is ranked as the second most impacted state in the country from a health professional shortage
standpoint because there are more people moving here and retiring here so utilization is increasing and population
is growing. NHRMC has very aggressive recruitment and retention efforts and hired 400 nurses this year, but that is
still not enough. NHRMC is hiring almost every nursing graduate from every community college and university within
a couple of hours of here. NHRMC hired 200 new graduates last summer alone. NHRMC has very aggressive
recruitment and retention efforts certainly around nursing, but also in other disciplines.
In response to questions about staff retention and pay and what a proposer has to agree to whether it be
indefinite or a specific time period, Ms. Gordon stated nothing is indefinite status quo in terms of there will be no
layoffs, but in three years she cannot dictate there will not be because that could be how it plays out. In terms of
things like this, yes there are negotiations for a certain amount of time, and again the stronger system you are the
more leverage you have to do so. She has seen anywhere from a couple years of not changing benefits to three,
four, five, or six years and then you start hitting it because basically other organizations will go out about as far as
we can try to predict and because they have a fiduciary responsibility to their own organization as well. It would be
as aggressive as possible and those protections would be put in place as much as can be negotiated.
In response to questions about how aggressive NHRMC is at training its own workforce for the future, Mr.
Gizdic stated in the healthcare explorers program, NHRMC had over 100 high school students go through the ten to
twelve -week program to understand what health careers encompass, what it looks like, and the fact that a person
can do almost any career in the NHRMC organization beyond doctors and nurses. There are more jobs in healthcare
and the system as a whole than what kids typically think of and making sure NHRMC is working with not only the
universities, community colleges, and high schools, but also even reaching into middle schools. NHRMC is not there
in everything it needs to be doing and where it needs to be in those collaborations and relationships, and they need
to continue growing. There is need to look at what other models are being used by organizations and how can
NHRMC can make sure it is not only growing from a standpoint of meeting the shortages, but also in training the
new employees. The training has been done historically in a very traditional way and it take about 16 weeks to train
an employee. There are other systems that are using innovative approaches such as simulation based orientation
and training programs that not only accelerate the onboarding and orientation, but actually see better results in
capabilities and competencies. Members expressed a desire to have this as a bullet point, if not already included in
the goals and objectives.
Goal #5: Partnering with providers (Slide 16):
Mr. Gizdic stated that providers, much like NHRMC's staff, are the ones who care for its patients every day
and there is also a national shortage of providers. NHRMC is also a teaching organization and has at least five
residence programs he is aware of, and is looking to continue growing those. NHRMC is a branch campus of the UNC
School of Medicine which means a student can finish their third and fourth years of medical school at NHRMC.
Maintaining that commitment and understanding other organizations commitment to that is important. NHRMC
also has a very good collaborative relationship with its providers which is not standard in healthcare, unfortunately.
It is typically very adversarial. It would be important to ensure that any partner of NHRMC in any form has that
similar culture and be able to prove it and understand how the partner works and interacts with providers.
In response to questions about determining the specific shortages, Mr. Gizdic stated that every three years
NHRMC conducts a physician/provider need analysis. It is a national study that is made specific to this market in
looking at all specialties and sub -specialties and provide information based on population to show what is the need,
how many are currently available, who is eligible for retirement in a certain number of years, etc., and provides
information for where are the gaps. He reiterated there is a need for more primary care and most of every specialty
given the growth being experienced in the community. Further discussion was held about how the system cannot
produce the demand and that the burnout rate that is being discussed nationally is real and the various causes of it.
In response to questions, Mr. Gizdic stated that the word "maintain" can be removed to only leave "enhance" in the
bullet point. A bullet point that the members would like included in the goals and objectives and in the RFP is around
clinical research. It is a critical component if an organization is going to be an innovative, cutting edge, etc. facility.
It was also shared with the group that the independent providers in this community are concerned with how an
outside partner will work with them, whether or not they will be driven out, how the relationship will work between
the two, and how the dynamics in general will change.
A brief discussion was held about whether or not to work on the remaining goals and objectives past 7:30
p.m. as only five have been covered so far. The general consensus of the PAG was to stop and cover the next five
goals and objectives at the next meeting.
CLOSING REMARKS
Co -Chair Biehner made closing comments and reviewed what will be covered at the December 5th meeting.
PARTNERSHIP ADVISORY GROUP
NOVEMBER 20, 2019 MEETING
PAGE 8
ADJOURNMENT
There being no further business, Co -Chair Broadhurst adjourned the meeting at 7:30 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.
The handouts and PowerPoint materials associated with the November 20`h meeting are included as attachments
to these minutes for reference.
Partnership Advisory Group (PAG) Guidelines Around
Transparency & Closed Sessions
As a public body, the PAG is subject to North Carolina's Open Meetings Law and Public Records Law.'
These laws provide for transparency in connection with many public hospital matters, but they also
provide for relevant confidentiality protections/mandates where the North Carolina legislature has
determined that certain matters can and should remain confidential for some period of time. The purpose
of such exceptions to transparency is twofold: (i) to ensure compliance with other important laws, and (ii)
to prevent competitive or proprietary information disclosure that could place public hospitals at a material
disadvantage in the market, undermining the public's interest in protecting the value of public assets.
The County and NHRMC are wholly committed to appropriate transparency and have addressed this in
the PAG Charter (see Articles VI and VII). It is important for the PAG to understand both the scope and
limitations of the carefully delineated exceptions to transparency --core exceptions summarized below. It
will need to go into Closed Session, and maintain the confidentiality of certain information, only when
and if legally appropriate. To close a session, the PAG must identify the exemption(s) justifying closure
and vote during an open meeting to hold a Closed Session.' The PAG Co -Chairs may consider the need
to go into Closed Session as certain open session agenda items appear to be moving into a discussion of
confidential information, but they will need the PAG to vote on whether to (i) move into Closed Session
to continue the protected discussion, or (ii) table such discussion until a future Closed Session (therefore
continuing nonconfidential discussions in Open Session).
I. Open Meetings General Rule
The general rule is that all official meetings of public bodies must be open to the public. The Open
Meetings Law provides that a public body can go into a closed session for any of the following nine
purposes.3 Those bolded are the most relevant to the PAG.
1) to prevent disclosure of information that is privileged or confidential under state or federal
law;
2) to prevent the premature disclosure of an honorary degree, scholarship, prize, or similar award;
3) to consult with an attorney employed or retained by the public body in order to preserve the
attorney-client privilege between the attorney and the public body;
4) to discuss matters relating to the location or expansion of industries or other businesses in the area
served by the public body, including agreement on a tentative list of economic development
incentives that may be offered by the public body in negotiations;
5) to establish, or to instruct the public body's staff or negotiating agents concerning the
position to be taken by or on behalf of the public body in negotiating (i) the price and other
material terms of a contract or proposed contract for the acquisition of real property by
purchase, option, exchange, or lease; or (ii) the amount of compensation and other material terms
of an employment contract or proposed employment contract;
6) to consider the qualifications, competence, performance, character, fitness, conditions of
appointment, or conditions of initial employment of an individual public officer or employee or
prospective public officer or employee, or to hear or investigate a complaint, charge, or grievance
by or against an individual public officer or employee;
7) to plan, conduct, or hear reports concerning investigations of alleged criminal misconduct;
Respectively, Chapter 143, Article 33C and Chapter 132 of the General Statutes of North Carolina.
2 Any documents that are protected from public disclosure must also be marked accordingly.
3 N.C. Gen. Stat. § 143-318.1 l(a)
8) to formulate plans by a local board of education relating to emergency response to incidents of
school violence; and
9) to discuss and take action regarding plans to protect public safety as it relates to existing or
potential terrorist activity and to receive briefings by staff members, legal counsel, or law
enforcement or emergency service officials concerning actions taken or to be taken to respond to
such activity.
II. Open Meetings Exceptions for Public Hospital Protection
Regarding confidential and privileged information, as a public hospital NHRMC's records and County
records related to NHRMC, including those generated or developed in connection with the County's
September 16, 2019 Resolution of Intent, are also governed by certain confidentiality protections under
the North Carolina Hospital Licensure Act (and other relevant state and federal laws), which include:
1) § 131 E-95. Medical review committee
2) § 131 E-97. Confidentiality of patient information
3) § 131E-97.1. Confidentiality of personnel information
4) § 131 E-97.2. Confidentiality of credentialing information
5) § 131E-97.3. Confidentiality of competitive healthcare information
6) § 131 E-99. Confidentiality of health care contracts
While certain information that may be discussed or shared in connection with the Resolution of Intent
process could implicate one or more of these protected categories, the Open Meetings/Open Records Law
exception that is fairly commonly used in public hospital -related matters protects the confidentiality of
competitive health care information (both that of NHRMC/County and of third -party RFP respondents).4
This section safeguards confidential and protected competitive health care information and trade secrets
disclosed to the PAG and its members. Such information pertaining to responding parties will be further
protected under nondisclosure agreements limiting its use and distribution.
Again, these are critical protections since competitive information disclosure could place NHRMC and/or
the County at a negotiating disadvantage in this matter should this move into any type of partnership or
transaction with a third party. And, in the event NHRMC is to remain a stand-alone healthcare system,
such disclosure could jeopardize NHRMC's future position in the market. In either case, these disclosures
in turn could adversely impact the ultimate community benefits and health care delivery protections that
otherwise may be achieved or maintained through this process.
III. Other Transparency Reminders Per the Charter
1) Open session minutes and other nonconfidential information, including each final PAG
Deliverable (as defined in the Charter), will be public.
2) Confidential information and documents will be protected from disclosure as a matter of law.
However, ultimately much of this protected information also will become part of the public record,
including Closed Session minutes (subject to proprietary information redaction).
3) Final RFP proposals/responses (subject to proprietary information redaction) and any proposed
final defmitive agreement(s) will be public and no longer subject to confidentiality protections
when posted and made available in connection with public hearings or County Commissioner
voting.
'Article 5, Part 7, Confidential Information, of Chapter 131E of the North Carolina General Statutes.
New Hanover County Request for Proposal (RFP) Outline
& Primer for the Partnership Advisory Group
The following outlines New Hanover County's Request for Proposals (RFP)—and related
process—to be issued pursuant to the Resolution of Intent approved by the County Board of
Commissioners on September 16, 2019, regarding potential partnership options for the future of New
Hanover Regional Medical Center (NHRMC) and health care in southeastern North Carolina. As
identified in the Charter for the Partnership Advisory Group, such partnership options "may involve (i)
the sale, lease, transfer, or assignment of the facilities and assets associated with the operations of
NHRMC, (ii) management of NHRMC operations, (iii) NHRMC's merger into another health system,
and/or (iv) some other form of affiliation(s)." Per the Charter, the Partnership Advisory Group (PAG) will
also consider NHRMC/County options of continuing status quo or completing an internal corporate
restructuring and remaining a stand-alone County -owned health system. The RFP is currently being
drafted by the PAG Support Team (as defined in the Charter).
Although requests for healthcare partnership proposals or any other form of collaboration/
affiliation proposals typically do not receive any input beyond an organization's internal and external
employee and consulting expertise in healthcare governance, strategy, law and finance, the County and
NHRMC provided for specific PAG input in this process per the Charter. The role of the PAG in the
preparation of the RFP will be to focus on the key substantive portions of the RFP through the PAG's
careful review, consideration and discussion of the draft Goals & Objectives prepared for the November
20, 2019 PAG meeting, and how these relate to other components of the RFP. The draft Goals &
Objectives tie to the mission, values and strategic plan of NHRMC as well as the corresponding public
health mission and strategic planning of New Hanover County and were collaboratively developed with
input from County and NHRMC leadership, the PAG Support Team, and the NHRMC Board of Trustees
which includes physician members.
Through the balance of physician, trustee and community representation on the PAG, these draft
Goals & Objectives will be further tailored as recommended by the PAG and may include additional Goals
& Objectives to address any gaps identified by such committee. The PAG will address other aspects of
the RFP development as highlighted below. And, its most critical role will be evaluating RFP responses
and making various recommendations as delineated in the Charter.
I. Overview of County/NHRMC Goals, Objectives and Purpose for Request for Proposal
a. Provides general overview of NHRMC
Summaries largely to be taken from presentation materials to date—PAG to receive healthcare
industry and NHRMC-specific educational overviews at PAG meetings, and to receive
complete informational draft of this RFP component prior to recommending final RFP.
b. Summarizes goals and objectives of County and NHRMC with respect to RFP
Substantive component of the RFP—PAG to focus on further tailoring this RFP component
and addressing any gaps per mission, values and strategic planning as these relate to PAG
perspectives (physician, trustee, community).
Page 1
II. Background Information Request on Respondent'
a. Specific Questions about Respondent's organization (e.g., organizational structure,
governance, financial performance, leadership team, mission and strategy, commitment to
charity care, community benefit and access to high-quality and cost-efficient healthcare
services, clinical programing, medical staff engagement, physician partnering, employee base,
benefits structure, community outreach, etc.).
b. Specific Questions about Respondent's partnership, management or forms -of -affiliation
experience.
c. Specific Questions about Respondent's culture.
These various questions will be developed by the PAG Support Team and must tie directly to the final
Goals & Objectives per the PAG—PAG to review this draft -questions component of the RFP to confirm
that all Goals & Objectives are covered, addressing any gaps, prior to recommending final RFP.
III. Solicitation for Proposals
a. Specific requests for proposals related to any partnership concept/model/option Respondent
believes would help promote the goals and objectives identified in Section I.(b) above.
b. While the requests will have a level of specificity in order to promote consistency in format
among the Respondents, they will also generally allow flexibility in response to solicit standard
and alternative concepts/models/options.
Establishment of certain deal terms, by various concepts/models/options as applicable, to
which a Respondent would have to agree in order to be considered.
This solicitation portion of the RFP will follow industry standard expectations for a request for proposal
process and reflect the various legal requirements applicable to NHRMC as a public hospital. It is being
developed by the PAG Support Team—PAG to review this solicitation component of the RFP and ask for
clarifications as needed prior to recommending final RFP.
IV. Requirements for Proposals
a. Specific deadlines for Proposals.
b. Specific obligations—e.g., must sign a Non -Disclosure Agreement, must agree that the
proposal will be made public consistent with the statutory requirements (subject to limited
proprietary information redactions), must not contact PAG members, NHRMC Trustees or
County Commissioners, etc.
c. Specific format requirements—e.g., specified organization of responses, specified length/word
limits for responses, etc.
This process portion of the RFP will follow industry standard expectations for a request for proposal
process and reflect the various legal requirements applicable to NHRMC as a public hospital. It is being
developed by the PAG Support Team—PAG to review this process component of the RFP and ask for
clarifications as needed prior to recommending final RFP.
1 Organized in a manner to try to solicit answers from each Respondent in a consistent format to hopefully allow for more of
an "apples -to -apples" comparison among the Respondents in each area.
Page 2
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