BOARD OF TRUSTEES The MetroHealth System

Transcription

1 Date: January 25, 2012 BOARD OF TRUSTEES The MetroHealth System Time: Place: Present: Staff: 4:00 P.M. The MetroHealth System Board Room Ms. Clemo, Dr. Fountain, Mr. Gaskill, Mr. McDonald Mr. Moss, Dr. Silvers, Mr. Spain, Ms. Whiting Mr. Moran, Ms. Aronson, Ms. Bechtle, Ms. Brown, Mr. Corlett, Dr. Connors Mr. Goins Dr. Hills, Mr. Lash, Dr. Lindheim, Ms. Marino, Mr. Onusko, Mr. Richmond, Mr. Robertson, Mr. Rooney, Mr. Schlesinger, Ms. Warman, Ms. Weir-Boylan MINUTES OF MEETING The meeting was called to order by the Chairperson, Dr. Fountain, at 4:05 p.m. (The minutes are written in a format conforming to the printed meeting agenda for the convenience of correlation, recognizing that some of the items were discussed out of sequence.) Chairperson s Report Dr. Fountain invited everyone at the meeting to attend the Health & Human Services Levy kick-off at MetroHealth on Tuesday, January 31 at 10:30 a.m. Anyone wishing to contribute to the effort to support the levy should make their checks payable to the County Action Committee. Dr. Fountain noted that it was not a good year in terms of economic performance, but it was better than we expected. He recognized the work of the administrative staff who made our performance a possibility and an actuality. He cautioned that we not let inefficiencies creep in. Dr. Fountain reported that Donna Kelly Rego submitted her resignation from the Board effective January 15, He also reported that Mr. Gaskill s term expires in March. He paid tribute to both Board Members for their combined six decades of service to the Board as Members and as Chairpersons. Dr. Fountain requested the Board approve a Resolution of Appreciation to honor Mrs. Rego. RESOLUTION Dr. Fountain noted that the timing of Mrs. Rego resignation was hers the loss is the Board s, the System s, our patients, and the whole community. Mr. Gaskill added that someone will be appointed to Mrs. Rego s expired term, but no one will replace her. 1. Report CEO and President A. Media Report Ms. Marino presented the new MetroHealth logo which has been redesigned. She also discussed events planned to celebrate MetroHealth s 175 th anniversary. Ms. Marino passed out new literature highlighting the Beachwood Health Center and its expanded services and the MetroHealth Dialogue, a publication for external physicians.

2 The MetroHealth System Board of Trustees Meeting, January 25, B. Nursing Report 2. Minutes Ms. Bechtle reported on the recent CARF survey which had a positive outcome. The Board unanimously approved the Minutes of the Regular Meeting of December 14, as presented. RESOLUTION Consent Agenda A. Audit Committee None B. Facilities and Space Committee 1. The Board unanimously approved the engagement of Regency Construction Services, Inc. for Construction Management-Advisor Services for the new Middleburg Heights Health Center in an amount not to exceed $956, to be paid out of funds previously approved by the Board in October, RESOLUTION The Board unanimously approved the engagement of Bricker & Eckler as utilities contracts counsel, to be paid out of Operating Funds. RESOLUTION The Board unanimously approved an amendment to the current agreement with Makovich & Pusti for architectural/engineering services for the ED/OR Life Safety Upgrade Project in an amount not to exceed $1,800 to be paid from the 2010 Capital Fund and the 2012 available Capital. RESOLUTION The Board unanimously approved an amendment to the current agreement with URS Corporation for architectural/engineering services for the Radiology Oncology Linear Accelerator Replacement Project in an amount not to exceed $9,875 including reimbursables, to be paid out of the 2011 Capital Fund. RESOLUTION The Board unanimously approved and amendment to the agreement with Perspectus Architecture for professional services for the West Park Express Care Center Project in an amount not to exceed $1,600 including reimbursables, to be paid out of the 2011 Capital Fund. RESOLUTION The Board unanimously approved the contract adjustment for the Aesthetic/Towers Renovations Phase I, Labor and Delivery, Pediatrics and Eye Clinic Renovations for the purpose of reducing the contract with Regency Construction Services, Inc. in an amount not to exceed $793. RESOLUTION The Board unanimously approved the contract adjustment for the Aesthetic/Towers Renovations Phase I, Labor and Delivery, Pediatrics and Eye Clinic Renovations for the purpose of increasing the contract with Bay-West Electric, Inc. in an amount not to exceed $1,208, to be paid out of the 2010 Capital Fund. RESOLUTION

3 The MetroHealth System Board of Trustees Meeting, January 25, The Board unanimously approved the contract adjustment for the Aesthetic/Towers Renovations Phase 2, Psychiatry waiting room, for the purpose of increasing the contract with R.L. Hill Management, Inc. in an amount not to exceed $1,459 to be paid out of the 2010 Capital Fund. RESOLUTION The Board unanimously approved the contract adjustment for the Cafeteria Dining Space Upgrade for the purpose of increasing the contract with Sterling Professional Group in an amount not to exceed $12,909, to be paid out of the 2010 Capital Fund. RESOLUTION The Board unanimously approved the contract adjustment for the West Park Express Care Project for the purpose of reducing the contract with Crown Construction in an amount not to exceed $1,023. RESOLUTION The Board unanimously approved the contract adjustment for the Fluoroscopy Suites for the purpose of increasing the contract with The Krill Co. in an amount not to exceed $1,317, to be paid out of the 2010 Capital Fund. RESOLUTION The Board unanimously approved the contract adjustment for the G-2 Air Handler Refurbishment for the purpose of increasing the contract with T. H. Martin, Inc. in an amount not to exceed $2,929, to be paid out of the 2011 Capital Fund. RESOLUTION C. Finance Committee 1. The Board unanimously approved funding for the purchase of certain capital equipment and related improvements as listed in an Exhibit, for a cost not to exceed $20, to be paid out of available capital funds. RESOLUTION The Board unanimously approved changes to 236 items in the Hospital Charge Description Master (CDM) file. RESOLUTION The Board unanimously approved the Resident Rate Structure, for an annualized base pay cost of $319,884 for 2012 or for 2012 a base pay cost of $135,336, to be paid out of general operating funds. RESOLUTION The Board unanimously approved advertising consulting and related advertising production services provided by Melamed Riley for work required for the MetroHealth Brand Campaign, for an additional amount not to exceed $120,000 for plus reasonable out of pocket expenses, to be paid out of general operating funds. RESOLUTION The Board unanimously approved public relations consulting and related professional and reputation management services of Hennes Paynter, for work required to preserve MetroHealth s reputation and integrity, for an amount not to exceed $60,000 plus reasonable out of pocket expenses, to be paid out of general operating funds. RESOLUTION The Board unanimously approved public relations consulting and related professional services of Dix & Eaton for work required to preserve MetroHealth s 3

4 The MetroHealth System Board of Trustees Meeting, January 25, reputation and integrity, for an amount not to exceed $125,000 plus reasonable out of pocket expenses, to be paid out of general operating funds. RESOLUTION The Board unanimously approved the services of The Chartis Group as the System s consultants for the purpose of assisting with Phase II of the ACCESS Campaign by improving specialty care access, for fees and expenses not to exceed $560,625, to be paid out of general operating funds. RESOLUTION The Board unanimously approved the services of Navigant Consulting as the System s consultants for the purpose of providing specific assistance with the design and implementation of the Pre-Service Center operating model that will provide MetroHealth with operational improvement opportunities in the form of staffing efficiencies, cash flow and revenue enhancements, enhanced performance accuracy, and improved patient satisfaction, for fees and expenses not to exceed $475,000, to be paid out of general operating funds. RESOLUTION The Board unanimously approved (with Dr. Silvers abstaining) the services of Optumas as the System s consultants for the purpose of providing the System benefit design and statistical forecasting services associated with our Medicaid waiver application, for fees and expenses not to exceed $175,000, to be paid out of general operating funds. RESOLUTION D. Legal and Government Relations Committee No Meeting E. Personnel Committee None F. Quality and Safety Committee No Meeting 4. Medical Staff A. Report of Medical Staff Dr. Connors noted the passing of Dr. Emanuel Wolinsky who served MetroHealth for 40 years. Dr. Connors also announced the appointment of Dr. Brian Mercer as Chair of the Department of Obstetrics and Gynecology after a national search which produced 40 applicants. 1. The Board approved the Medical Staff Appointments/Actions for January RESOLUTION The Board approved the Allied Health Providers Appointments/Actions for January, RESOLUTION B. Report of Medical Staff President Dr. Nora Lindheim Dr. Lindheim announced the election of Dr. John Chae, PM&R Professor, to the prestigious Institute of Medicine. Dr. Lindheim noted that physicians have begun seeing patients at the new West Park Express Center. She expressed her thanks to Mr. Moran for the very interesting discussions he has had with the Medical Staff over the last several years and for his support. 4

5 The MetroHealth System Board of Trustees Meeting, January 25, C. Report of Case Western Reserve School of Medicine 5. Audit Committee Dr. Robert Haynie introduced himself to the Board. He is the Associate Dean for Student Affairs. He noted that he and others will be attending MetroHealth Board meetings while vacancies are being filled at the University. A. Report of Committee Chairperson Mr. Gaskill reported that the Audit Committee reviewed internal audit issues and received the report on 2011 results. He noted there were 13 internal audits completed and five special projects. He briefly discussed issues facing the Committee in The Committee also heard a report from Mary Legerski, System Compliance Officer and Associate General Counsel as well as a report from Joseph Dickinson, Privacy and Security Officer. B. Non-Consent Agenda 1. Action Items The Board unanimously approved the continued engagement of KPMG as the System s internal audit consultants in an amount not to exceed $465,000 to be paid out of operating funds. RESOLUTION Information Items - None 6. Facilities and Space Committee A. Report of Committee Chairperson Ms. Clemo reported in Mr. Monnolly s absence. The Committee was presented updates on the status of 16 projects in progress. Ms. Clemo reported that Sterling Professional Group was awarded the contract for the Main Campus Elevator Modernization project. Mr. Goins discussed the Middleburg Heights initiative and the procedures followed in selecting Regency Construction as our construction management agent. B. Non-Consent Agenda 7. Finance Committee 1. Action Items - None 2. Information Items Construction Project Bid Analysis and Summary Main Campus and OBC Elevator Modernization Re-Bid A. Report of Committee Chairperson 5

6 The MetroHealth System Board of Trustees Meeting, January 25, Mr. McDonald reported December results. He was pleased to report MetroHealth earned $3.3M of income from operations in This December is MetroHealth s best December ever which bodes well for revenue was up 9% which is outstanding growth for a healthcare system. Much of the growth was driven by outpatient volumes with main campus volumes up 3%, but off campus up almost 16%. This is a direct result of the campaign to improve access in primary care. This is now being duplicated in the specialty areas and we should see that benefit going forward. We also set a record in the ED with 103,373 visits in The Committee heard a Treasury update and it was noted that we are on solid financial footing with strong cash reserves. Mr. McDonald announced the resignation of John McInally, Chief Information Officer. He introduced James Schlesinger as new Interim CIO. 1. Action Items - None 2. Information Items a. December 2011 Financial Statements and Management s Discussion and Analysis b. Treasury Update c. IT Update 8. Legal and Government Relations Committee No Meeting 9. Personnel Committee No Report 10. Quality & Safety Committee No Meeting 11. Development Report Mr. Durham stated that in 2011 the Foundation enjoyed its best year in terms of fundraising efforts, raising $10.8M, which is a 13% increase from He noted that Currents Magazine listed MetroHealth s 175 anniversary fundraiser as one of the top ten events in The Foundation took out an ad in Currents to thank donors. Mr. Durham noted that the Foundation is working hard on donor events and open houses so that the Foundation can raise much more money in the years ahead as MetroHealth s needs continue to grow. Ms. Brown noted that as an offshoot of MetroHealth s Hall of Honor, fundraising is taking place for the development of an endowed professorship in neurosciences honoring Dr. Robert White. 12. Other Board Items - None A motion was unanimously passed by roll call vote to go into Executive Session to discuss personnel, litigation, trade secret, and attorney/client privilege matters. Following the Executive Session, the meeting reopened. The Board unanimously approved a two-year employment agreement with John Corlett, Vice President, Government Relations and Community Affairs, for the purpose of providing an incentive for his retention with MetroHealth, to be paid out of general operating funds. RESOLUTION

7 The MetroHealth System Board of Trustees Meeting, January 25, The Board unanimously approved a two-year employment agreement with Thomas Goins, Vice President, Facilities & Construction, for the purpose of providing an incentive for his retention with MetroHealth, to be paid out of general operating funds. RESOLUTION The Board unanimously approved the engagement of Moscarino & Treu as special counsel for medical malpractice, general liability and commercial litigation matters as may be required, at discounted hourly rates, to be paid out of general operating funds. RESOLUTION The Board unanimously approved Resolutions through which are attached as addenda hereto and made part of these Minutes as though fully herein rewritten. The meeting adjourned at approximately 6:35 p.m. NEXT MEETING (REGULAR): February 22, 2012 (WED.) 4 p.m. The MetroHealth System Respectfully submitted, Ronald Fountain, D.M. Chairperson Mark J. Moran CEO and President 7