HomeMy WebLinkAbout20163924.tiffNCMC BOARD OF TRUSTEES
Regular Session Meeting
Monday, May 23, 2016
Attachment 1
Minutes of Regular Session of
April 25, 2016 *
* - Action Required
NCMC Board of Trustees
Regular Session Minutes
Monday, April 25, 2016
12:00 Noon
The Board of Trustees of North Colorado Medical Center met in Regular Session on Monday,
April 25, 2016, in the Richard Stenner Boardroom located at North Colorado Medical Center.
Dr. Carter declared a quorum and called the meeting to order at 12:01 p.m.
ATTENDANCE REPORT
NCMC Board of Trustees: Dr. Susan Carter, Larry Cozad, Catherine Davis, Mark Lawley,
Michael Simone, Brian Underwood, Jason Yeater, and Sean Conway (Commissioner,
non -voting member)
Banner Health: Rick Sutton (NCMC CEO), Wendy Sparks (NCMC COO), and Scott Baker
(Interim CEO)
Staff: Ken Schultz (Board Executive)
Recording Clerk: Esther Gesick (Weld County Clerk to the Board)
PUBLIC COMMENT
There was no public comment; however, Dr. Carter welcomed Scott Baker who will serve as
the Interim CEO after the departure of Rick Sutton who is relocating to take another position.
APPROVAL OF MINUTES
It was MSC (Underwood/Cozad) to approve the minutes from the March 28, 2016, Regular
Session meeting.
CEO REPORT or COO REPORT
NCMC COO, Wendy Sparks, gave the following report:
• Employees - The annual Voice Survey will be conducted in August, following the Pulse
Survey which will take place April 13th - 22nd, to determine employee engagement.
There is a team working on plans to celebrate National Hospital Week, as well as Nurses
Day, during the week of May 9th. She also invited everyone to attend the going away
celebration for Rick Sutton, which will be held on May 3rd, from 1:00-3:00 p.m. in the
auditorium.
• Patient Satisfaction - There are ten (10) dimensions and, year-to-date, they are hitting
target on 6 of the 10; they will continue to work on action plans for ongoing improvement.
She further explained how the measures factor into the HCap scores.
• Quality - There are four (4) strategic initiatives which are hospital operations based;
however, currently they only have the scores back for "medication reconciliation" which
are significantly above target for the first quarter. Dr. Carter referenced a recent change
in the form which removed the bolded, mandatory check box for medical reconciliation,
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April 25, 2016 NCMC Board oFTrustees
which many found helpful when completing outpatient directions. Responding to
Ms. Davis, Ms. Sparks confirmed the reconciliation is taken care of by both physicians and
pharmacists.
• Physicians - Dr. Kim has started doing TAVR procedures. Recruiting is ongoing for various
specialized medical fields.
• Financials - For the month of March, NCMC was ahead of budget by $1.4 million; and
Year -to -Date they are still behind budget by $1.4 million. The NOCO area is ahead of
budget for the month of March by $2.5 million, and Year -to -Date they are behind budget
by $268,000.00.
• Master Campus Plan - She stated there are no new construction updates; however, the
existing projects are on track and things are going well.
• Media Public Relations - NCMC participated in the Weld Children's Festival and UNC
Athletics Women's Block. They also sponsored a Better Business Bureau Torch Award for
the business ethics luncheon, as well as the Women -to -Women Sisters Walk.
COMMISSIONER'S REPORT
Commissioner Conway stated the Highway 34 Coalition was awarded $2.2 million for a PEI_
(Planning Environmental Linkage) Study. CDOT is in the process of preparing the Request for
Proposals (RFP) to commence in July and last about nine months, which will involve all of the
communities along Highway 34, from Loveland to Kersey. He noted the PEL will also focus on
Highway 402 and Highway 392, so as money becomes available they can compete. He also
mentioned that local communities came together and pledged $25 million in matching funds
as part of a CDOT TIGER Grant for $250 million in federal funds for the I-25 expansion project
for a third lane from Highway 402 up to Highway 14. A determination on that funding
application should be made in late summer. Construction on the Berthoud Hill portion of 1-25
will break ground next week. He stated work started this morning to start construction on
the Design -Build Phase 2 of County Road 49 between 1-76 and CR 18, with plans to be done
by November, 2017. Lastly, he commented that numerous businesses will be paying property
taxes this week and more Bright Futures contributions are anticipated. He stated the program
has received approximately 1,300 applications so far, with many of the students intending to
go to Aims or UNC. He mentioned that CSU and CU are both looking into potential programs
to match a portion of the Bright Futures grant.
VISITATION REPORTS
WELLNESS DEPARTMENT
Michael Simone reviewed his report, dated April, 2016. A written copy of the visitation report
is attached as a part of these minutes.
CLINICAL ENGINEERING AND TECHNOLOGY MANAGEMENT
Jason Yeater reviewed his report, dated April 25, 2016. A written copy of the visitation report
and associated handout is attached as a part of these minutes. He responded to Ms. Davis,
explaining how calls are prioritized, as well as how the equipment is warrantied in connection
to the pending litigation. Wendy added there are maintenance agreements and there is some
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April 25, 2016 NCMC Board of Trustees
training which allows on -site technicians to do the work and conduct preventative
maintenance utilizing an equipment tracking system for the 10,000+ pieces of equipment.
VISITATIONS FOR MAY
Larry Cozad
Mark Lawley
NCMC, INC. REPORT
Ken Schultz circulated printed, bound copies of preliminary statements for review, which
were provided electronically for review via email prior to the meeting. He thanked the
Trustees for the support in taking action last month to move the 2016 Bond Series forward
through the process. He explained the result will be the sale of $110 million in the next couple
of days which will fortify NCMC's balance sheet with $40 million in new money (which will
reimburse the funds spent in capital outlays last year), and refinance the Series 2003 bonds
which are currently at 4-5%, with 110% face premiums for a final of 3.2%. He expressed his
appreciation of the various members of the team who worked to get the project
accomplished. He also submitted a copy of the Certificate of the Sublessee (attached to these
minutes) and explained there is only one clause in the Sublease which NCMC Inc. is not
currently adhering to regarding malpractice insurance; however, it is accomplished through
a self -insured arrangement. He also distributed a copy of a Letter, dated April 25, 2016,
(attached to these minutes) regarding the Annual Support from NCMC Inc., to the NCMC
Board of Trustees, which he read for the record. He further stated the hope is to be first to
the market and they are double tax exempt.
NEW BUSINESS
None
OTHER BUSINESS
None
PLANNING SESSION
No discussion was held on scheduling a future planning session.
ADJOURN
There being no further business to come before the Board, it was MSC [Simone/Cozad] to
adjourn the meeting at 12:50 p.m.
Respectfully submitted,
Esther Gesick
Page 3 of 3
April 25, 2016 NCMC Board of Trustees
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April 25, 2016
Jason Yeater
5427 West 6th Street
Greeley, CO 80634
(970) 381-6782
Northern Colorado Medical Center (NCMC) Board of Trustees Report
Clinical Engineering and Technology Management
DEPARTMENT CONTACTS
Tommy Lobato (Area Service Director) and Tony Cody (NCMC Senior Site Manager).
DEPARTMENT HISTORY
In 2012, the Department of Clinical Engineering was adopted by Mr. Tommy Lobato, and he quickly
sought to make some major structural changes because the department previously had only one employee
on call. Today, all personnel within the department are capable of responding to each call, which has
lowered response time while improving customer experience.
Succeeding in updating the department was no easy feat; from July 2012 to January 2013, Mr. Lobato
faced a complete turnover in the clinical engineering staff. In response, Mr. Lobato sought to hire a new
site manager for NCMC, Mr. Tony Cody. With the help of Mr. Cody, today the department is fully
staffed with happy employees and boasts an extremely low turnover rate.
SERVICES PROVIDED
The Clinical Engineering Department has the monumental task of repairing and maintaining an enormous
multitude of equipment at various facilities. Generally speaking, the Clinical Engineering Department is
in charge of all equipment separate from imagery. They maintain and repair everything from battery
chargers, centrifuges, line voltage stabilizers, defibrillators, echocardiographs, and even freezers. The
Clinical Engineering Department is, overall, responsible for maintaining and servicing over 10,000
different models located at several different facilities. In addition to maintaining and repairing the
equipment, the clinical engineering staff must also insure that hospital equipment adheres to all federal,
state, and local inspection regulations as well as service procedures as required for compliancy.
ACCOMPLISHMENTS
One of the Clinical Engineering Department's biggest successes is the department's personnel. Mr. Cody
has built a staff that can respond to anywhere from 600-700 scheduled work orders a month, as well as
any emergency requests for services. The staff is currently able to respond, repair, and restore to service
88% of all requests within 24 hours. The department's personnel maintain great morale within a team
centered atmosphere. Mr. Cody believes that the staffs great response time and engagement has
culminated in an atmosphere in which hospital departments feel that their requests ean be met in a timely
manner while equipment is serviced to the best possible condition.
CHALLENGES/OBSTACLES
Even with great staff and great rapport within the department, the Clinical Engineering Department is
faced with the daunting task of servicing and maintaining 10,000 different models. First, the amount of
Yeater 2
training and knowledge needed to diagnose and service the equipment is quite large. Second, the
manufacturers are constantly changing the devices, which make it difficult to stay current with repair and
service procedures. Third, the manufacturers themselves often withhold information and/or codes to make
it more difficult to repair an item. This forces the Clinical Engineering staff to call in outside factory
repairmen. Lastly, while different departments may have the same type of equipment, that equipment
might be manufactured by different companies. The Clinical Engineering Department has to manage all
of these challenges while still repairing and servicing equipment within a short time frame.
In addition, like all skilled occupations, recruiting can be a challenging endeavor. It is often difficult to
fmd the right person with the right character to handle the daunting challenges in daily tasks.
DEPARTMENT NEEDS/REQUESTS
The department does not currently have any needs or requests to submit.
CLOSING NOTES
The department would to thank the administration for allowing them to have their voices heard. Having
such an excellent review process ensures that equipment in hospitals is safer today than it was five years
ago. The department has faced many challenges, but it is in a good place now.
LI NCMC, Inc.
1801 16"' Street
Greeley. Colorado 80631-5199
(970) 352-4121
April 25, 2016
Susan D. Carter, M.D.
Board of Trustees
North Colorado Medical Center
1801 16th St. #220
Greeley, CO 80631
RE: CERTIFICATE OF THE SUBLESSEE
Dear Dr. Carter:
As required under Section 5.13(c) of the Restated Operating Sublease, dated July 1, 2012,
between the Board of Trustees for North Colorado Medical Center, as Sublessor, and NCMC,
Inc., as Sublessee, NCMC, Inc. has made a review of its activities for the year ended December
31, 2015 for the purpose of determining whether or not as Sublessee, it has complied with ail of
the terms, provisions, and conditions of the Restated Operating Sublease (The Sublease).
NCMC, Inc. finds in its best judgment, that it has kept, observed, performed and fulfilled each
and every covenant, provision and condition of the Sublease, to be performed on its part, and is
not in default in the performance or observance of any of the terms, covenants, provisions or
conditions thereof, except as follows:
Prior to the July 1, 2012 restatement, the Third Amended and Restated Operating
Lease dated November 1, 2003 required NCMC to maintain malpractice insurance in
the minimum amount of $1,000,000 per occurrence and to the extent of at least
$3,000,000 in the aggregate per policy year. NCMC obtained such insurance through
a tail policy effective on January 1, 1995, but the provider of such insurance for
claims has become insolvent. There currently is no pending litigation against NCMC,
Inc. for medical malpractice. Because of the bankruptcy of the insurance provider,
NCMC, Inc. only has medical malpractice coverage to the extent provided by the
State Guaranty Insurance Fund which provides limits of $100,000 per claim in
addition to payment of defense attorney fees and costs. NCMC, Inc. attempted to
replace the policy provided by the insolvent provider, but has not yet obtained such
a policy. At this time and until NCMC, Inc. is able to obtain reasonable replacement
coverage, NCMC. Inc. intends to self -insure this exposure.
This certificate is issued solely for the information of the "Sublessor," the "Authority," the
"Bond Insurer," and the "Trustee" as defined in the Sublease, and should not be used for any
other purpose.
Very truly yours,
-
Ken Schultz
Board Executive Officer
Cc: Esther Geisick, Clerk to the Board of County Commissioners
Li NCMC, Inc.
1801 16th Street
Greeley, Colorado 80631-5199
(970) 352-4121
April 25, 2016
Susan D. Carter, MD, President
Board of Trustees
1801 16th Street
Greeley, CO 80631
RE: ANNUAL SUPPORT
Dear Dr. Carter:
Each year, NCMC, Inc. (INC) is required to provide an annual update of the type and amount of support
it is providing as a supporting organization to the Board of Trustees.
As you are aware, NCMC contracts with Banner Health (Banner) to operate the North Colorado Medical
Center (the hospital). Under the terms of the contract, Banner pays an annual use charge to INC. These
funds, together with other cash reserves, are used by INC to provide the hospital with liquid working
capital and funding for major and routine capital expenditures. Oftentimes, to husband its cash reserves,
it is necessary for INC to borrow money to fund capital projects; as a result, INC must then service the
debt it incurs. INC also supports local healthcare charities with selective grants paid through a fund at
the NCMC Foundation and acts as an informal liaison between the hospital, Banner and the
communities of Weld County.
For the year ended December 31, 2015, NCMC funded net capital outlays (i.e. purchases and
construction of property and equipment) totaling $40,617,000. It funded net principal and interest
payments of $18,139,000 on long-term debt. Grants totaling approximately $340,000 were distributed
to local healthcare charities and $580,000 to underwrite the administrative expenses of the NCMC
Foundation. In addition to INC providing this direct financial support, in its capacity as operator of the
hospital, during 2015, Banner recorded $52,022,000 of uncompensated costs (direct and indirect)
related to patient charity care, programs assisting the poor and underinsured, health professional
education (i.e. the residency program) and other healthcare -related community programs.
1
As a "supported organization," the Board of Trustees is entitled to have a significant voice in INC's
investment policies and in directing the use of INC's income and assets at all times during the tax year.
To that end, all three of the representatives appointed by the Board of Trustees to the INC Board of
Directors are voting members of the INC Board and participate in the decision -making process at the
highest level. The appointment of Mark Lawley to the Finance Committee fulfills the requirement that at
least one Trustee serve on that committee, which generally oversees the operations and financial
condition of INC including its investment policies. Both you and Mike Simone serve on the Internal
Committee which monitors Banner's adherence to any qualitative contractual requirements. By law, no
new debt is incurred by INC without the approval of the Board of Trustees.
Finally, the Board of Trustees is given a significant voice in the conduct of INC's affairs by virtue of its
Operating Sublease with INC. This document covers a myriad of factors that govern the relationship
between the two par -ties, including the use of hospital facilities and equipment, repairs and
maintenance, insurance requirements, financial reporting, permitted indebtedness, licensure and
government approvals (among other things) and INC's adherence to the spirit and letter of these lease
provisions provides further assurance that the Board of Trustees will continue to have a significant voice
in the conduct of business at NCMC, Inc.
Please don't hesitate to contact me if you have any questions or concerns regarding this disclosure.
Respectfully,
_L. f Ems.
Ken Schultz
Board Executive
2
NCMC BOARD OF TRUSTEES
Regular Session Meeting
Monday, May 23, 2016
Attachment 2
2015 Continuing Disclosure Report; and
2016 Q1 CDA Report *
* - Informational Items
Esther Gesick
From: Schultz, Ken <Ken,Schultz@bannerhealth,com>
Sent: Friday, May 06, 2016 11:25 AM
To: Carter, Susan D; Esther Gesick
Subject: NCMC 2015 Continuing Disclosure Report
Attachments: NCMC 2015 Continuing Disclosure Report (WFB).pdf
Susan & Esther: Attached is the December 31, 2015 compliance report for North Colorado Medical Center that
was distributed through EMMA by the Trustee at Wells Fargo yesterday. Included with the report are the
requisite bond covenant ratio calculations. Please let me know if you have any concerns or questions @ (970)
350-6052 or LeitschlilLy/Ailtrinot-IlL'alLli.com. Best regards, Ken.
5/23/20/6 7 "
1
NCMC, Inc.
1801 16'h Street
Greeley, Colorado 80631-5199
(970) 352-4121
May 5, 2016
Ethel Vick, Trust Officer
Wells Fargo Corporate Trust
1740 Broadway, MAC C7300-107
Denver, CO 80274-8693
Dear Ms. Vick:
Pursuant to the requirements of the Continuing Disclosure Agreement ("CDA") dated November 1, 2003
between NCMC, Inc. and Wells Fargo Bank West, N.A. (as Dissemination Agent), the following
documents are submitted to you for public dissemination:
I . Audited Financial Statements of NCMC, Inc. for the year ended December 31, 2015.
2. Audited Combined Financial Statements of NCMC, Inc. and North Colorado Medical Center
for the year ended December 31, 2015.
3. NCMC Inc. and North Colorado Medical Center Combined Statement of Operations for the
year ended December 31, 2015.
4. Annual Financial Information Certificate.
5. Certificate of Compliance (evidencing that, as of the reporting date, there is no need to
maintain an amount equal to the current debt service requirements in the Debt Service Fund)
with attached exhibits of covenant requirement calculations and a summary of insurance
coverage:
A -I: Unrestricted Cash & Investments -to -Days of Operating Expenses.
A-2: Total Indebtedness -to -Capitalization.
A-3: Net Income Available for Debt Service-to-MADS.
A-4: Unrestricted Cash & Investments-to-MADS.
6. Inpatient Origins Schedule.
7. Percentage of Gross Patient Revenues by Payer Source
Schedule.
8. Utilization Statistics Schedule.
I believe that this is all the information required by the CDA and that, to the best of my knowledge
there have been no material events that would require any additional disclosures. If you have any
questions regarding this information, please contact me at (970) 350-6052.
Very truly yours,
Ken Schultz
Board Executive
Attachments
Esther Gesick
From: Schultz, Ken <Ken.Schultz@bannerhealth.com>
Sent: Friday, May 06, 2016 11:23 AM
To: Carter, Susan D; Esther Gesick
Subject: NCMC 2016 Q1 Financial Report
Attachments: NCMC 2016 Q1 CDA Report (WFB).pdf
Susan & Esther: Attached is the March 31, 2016 compliance report for North Colorado Medical Center that
was distributed through EMMA by the Trustee at Wells Fargo this morning. Included with the report are the
requisite bond covenant ratio calculations. Please let me know if you have any concerns or questions @ (970)
350-6052 or kc.il.ticliLtirtcr'hnnncrhe�ild7.coin. Best regards, Ken.
i
NCMC, Inc.
1801 16th Street
Greeley, Colorado 80631-5199
May 4, 2016
Ms. Ethel Vick, Trust Officer
Wells Fargo Corporate Trust
1740 Broadway MAC C7300-107
Denver, CO 80274-8693
Dear Ms. Vick:
Pursuant to the requirements of the Continuing Disclosure Agreement dated November 1, 2003 between
NCMC, Inc. and Wells Fargo Bank, N.A., the following documents are submitted for public
dissemination:
Exhibit A: Compliance Certificate for the period of the First Quarter ended March 31, 2016
Attachments:
I. Unaudited Financial Statements of NCMC, Inc. for the Period of Three Months Ended March
31, 2016.
2. Unaudited Financial Statements of North Colorado Medical Center, for the Period of Three
Months Ended March 31, 2016.
3. Pro Forma Unaudited Combined Financial Statements of the Combined Entity (NCMC, Inc.
and North Colorado Medical Center), for the Period of Three Months Ended March 31, 2016.
If you have any questions concerning this information, please contact me at (970) 350-6052.
Very truly yours,
of e
Ken Schultz
Board Executive
Attachments
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