HomeMy WebLinkAbout20194266.tiff NCMC Board of Trustees
Regular Session Minutes
Monday, August 26, 2019
12:00 Noon
The Board of Trustees of North Colorado Medical Center met in Regular Session on Monday,
August 26, 2019, in the Richard Stenner Boardroom located at North Colorado Medical Center.
Mark Lawley, Chair, declared a quorum and called the meeting to order at 12:00 p.m.
ATTENDANCE ROSTER
NCMC Board of Trustees: Mark Lawley, Catherine Davis, Kevin Mullin Michael Simone, Brian
Underwood, and Sean Conway(Commissioner, non-voting member), with Kay Kosmicki and
Jason Yeater both Excused
Banner Health: Margo Karsten (NCMC CEO)-Excused, Derek Strader (NCMC C00)-Excused
Staff: Jeff Carlson (INC. Board Exec. Dir.)
Recording Clerk: Esther Gesick (Weld County Clerk to the Board)
PUBLIC COMMENT - There was no public comment.
APPROVAL OF MINUTES
It was MSC (Mullin/Davis) to approve the minutes from the July 29, 2019, Regular Session
meeting.
NCM CEO/COO REPORT
Derek Strader was not present.
COMMISSIONER'S REPORT
Commissioner Conway reported the County has entered into an agreement with Banner to
sell the land beneath the NCMC hospital, and the Colorado Attorney General must sign off on
the transaction. He explained the current oversight structure will be changed and once the
property transaction closes, the County will pass a Resolution to dissolve the Trustee Board,
and essentially the County will have no further role in the hospital operations. He stated the
closing is scheduled for September 30th, and the Trustees will have a final meeting to
conclude business. He commented this transaction is a great opportunity for Banner to pay
off bonds and acquire the property with no new indebtedness. Additionally, the County will
place its proceeds ($59 million) in an endowment and the interest will go towards funding
the Bright Futures Program. NCMC Inc. will dedicate its portion towards health and education
grants.
Commissioner Conway stated the County is beginning its budget process and has established
the new Oil and Gas Energy Department with new employees who are processing the Weld
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Oil and Gas Location Assessment (WOGLA) applications. He stated the County is also making
positive progress with the Colorado Oil and Gas Conservation Commission (COGCC) and is
willing and ready to continue dialogue with Director Robbins. He expressed interest in the
Governor's speech at the upcoming Energy Summit next week. Commissioner Conway stated
there has been an economic toll due to the unfortunate consequences from the passage of
SB-181; however, Weld County hopes to try and find a path forward that allows ongoing
development of the oil and gas resources in Weld County.
In response to Ms. Davis, concerning the hospital land transaction, Mr. Carlson confirmed
there has been a significant amount of due diligence and the new arrangement has been in
discussion for many years, but they chose to wait and take action when it made the most
sense in response to the new competitive market, versus the County continuing to be
involved in health care. He stated this is a win/win situation and he anticipates great things
going forward.
NCMC, INC. REPORT
Jeff Carlson explained Banner currently owns the main hospital structure, the internal
equipment, and the outlying clinic facilities, and through the upcoming sales transaction the
$2.9 million in bond debt will be retired, Banner will own the entire structure, and NCMC Inc.
will use the proceeds to form a philanthropic organization reinvesting approximately $10
million annually into Weld County. He reiterated the County's portion, in the amount of$59
million, will be invested in the Bright Futures fund. He confirmed the Trustees will need to
act on the appropriate Lease documents at the next Trustee meeting. Mr. Simone
commented originally NCMC Inc. was tasked with operations,thus necessary funds were held
in reserve to ensure ongoing operations in the event Banner ever chose to dissolve its
involvement with the hospital, and now those funds will be released to benefit the
community. Responding to Mr. Mullins, Mr. Carlson explained the NCMC Inc. funds were
derived from the rent and investment portfolio that continued to grow over the years, and
additionally, all the bond covenants will now be going away. In response to Commissioner
Conway, Mr. Carlson stated the existing members of the NCMC Inc. Board will be retained to
ensure broad representation, joined by three NCMC Foundation members to manage the
new NCMC Foundation. Responding to Mr. Mullins, Commissioner Conway explained the
Upstate Board now administers the Bright Futures Program, as well as managing the
appointments and terms of that Board. At the request of Commissioner Conway, Mr. Carlson
explained NCMC Inc. has historically invested in properties for a land bank, and recently they
decided to purchase the one-square-mile Niobrara Energy Park for$4.9 million, but there are
currently no specific plans for its future use. Commissioner Conway further explained it is a
unique property located near County Roads 100 and 85, which went through the County land
use process for an Industrial PUD with the thought of creating a data center for the future of
the economy. He stated it is zoned for a power plant, has a WAPA powerline running through
it, and can contain solar and wind generation facilities. Lastly, he reminded each of the
Trustees of their invitation to attend the annual Appreciation Banquet for volunteers on the
various Boards and Commissions throughout Weld County.
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VISITATION REPORT FOR AUGUST 26, 2019
INFORMATION SECURITY: Bryan Kissinger, VP and CISO for Banner Health, was present to
provide an overview of information security. Following the meeting, Mr. Simone submitted
a summary of the presentation and related discussion, a written copy of which is attached as
a part of these minutes. Ms. Gesick prepared and delivered a note of thanks.
NEW BUSINESS - None.
ADJOURN
There being no further business to come before the Board, it was MSC [Davis/Underwood]
to adjourn the meeting at 1:10 p.m.
Respectfully submitted,
Esther Gesick
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