EL PASO COUNTY HOSPITAL DISTRICT BOARD OF MANAGERS MEETING Tuesday, March 8, :00 P.M. - EIGHTH FLOOR BOARD ROOM

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1 EL PASO COUNTY HOSPITAL DISTRICT BOARD OF MANAGERS MEETING Tuesday, March 8, :00 P.M. - EIGHTH FLOOR BOARD ROOM PRESENT Steve DeGroat, Chairman James Volk, Vice Chairman Br. Nick Gonzalez, Secretary Tracy Yellen, Board Member James Valenti, President/CEO Maria Zampini, Chief Operating Officer Michael Nuñez, Chief Financial Officer Joe Garcia, Chief Nursing Officer Cathy Gibson, Chief Waiver/Compliance Officer Lorena Navedo, Executive Chief of Staff Edward Sosa, Chief Legal Officer Dr. Richard Lange, President, TTUHSC Dr. Armando Meza, Chief of Staff, TTUHSC Betsy Castillo, Recording Secretary ABSENT Monica Salaiz-Narvaez, Board Member Miguel Fernandez, Board Member Joy Martinez, Board Member GUESTS Frank Dominguez, President & CEO. EP First Leticia Flores, Corporate Controller Janice Harris, Human Resources, Director Jerry Aiken, Broaddus & Associates Bruce Yetter, EP First Attorney Joanne Bernal, County Attorney Javier Saenz, County Attorney Christina Ford, County Attorney CB Burns, Janina Prada, UMC Ryan Mielke, UMC Laurel Huston, UMC Dennece Knight, UMC Omar Ropele, UMC Raju Shah, UMC Javier Gonzalez, UMC George Caralis, EPCH Matt Tassoni, EPCH Susie Byrd, Luis Santos, UMC Alberto Gomez, Elite Video Michael Rooney, Citizen David Stevens, UMC 1, 2, & 3. CALL TO ORDER Mr. DeGroat in the Eighth Floor Board Room called the Board of Managers meeting to order at 3:10 p.m. on March 8, After establishing a quorum was present, Mr. DeGroat led in the Pledge of Allegiance. 1 Page CONSENT AGENDA ACTION: MOTION to approve the Consent Agenda was made by Ms. Yellen and Seconded by Mr. Volk. The vote was: 4. Approve the minutes of the Board of Managers meeting for February 9, CONCLUSION: Item presented and approved as part of the Consent Agenda. 5. Receive and approve the following reports: A. El Paso County Hospital District Conclusion: Mr. Valenti during his CEO report provided the following updates: Mr. Valenti recognized Ms. Tracy Yellen, Brother Nick Gonzalez, and Ms. Monica Narvaez, as this would be their last meeting serving on the UMC Board. He expressed his gratitude for their many contributions towards making this organization a success.

2 Mr. Valenti commended Ms. Yellen for serving as Vice-Chair, Chair and Past Chair and attending an excess of more than 400 UMC Board meetings during her service. He commended Brother Nick Gonzalez for serving as one of UMC s Board Officers and expressed his gratitude for his service, leadership and the counsel he provided to Mr. Valenti over the past years. Mr. Valenti concluded by thanking Ms. Monica Narvaez in her absence for her service on the UMC Board. Judge Veronica Escobar also thanked Brother Nick Gonzalez, Monica Narvaez, and Ms. Tracy Yellen for their commitment on the UMC Board. Judge Escobar also congratulated Mr. Edward Sosa for his recent appointment to the Commissioners Court as First Assistant to the County Attorney. Mr. DeGroat, Chairman, welcomed Christina Ford as UMC s new Chief Legal Officer. Mr. Valenti concluded his report by presenting a video on the life of a teenager - Adrian Canales, who is saved by the UMC Trauma doctors and the EPCH pediatric doctors. The video focuses on the collaboration between UMC and the El Paso Children s Hospital. ACTION: MOTION to approve the CEO report was made by Br. Nick and Seconded by Ms. Yellen. The vote was 6. Review and approve the El Paso Children s Hospital Financial Statements for January (TAB C) (Finance Committee) CONCLUSION: Item presented and approved as part of the Consent Agenda. 7. Review and approve the Financial Statements for the El Paso County Hospital District and El Paso First Health Plan, Inc. for January (TAB D) (Finance Committee) CONCLUSION: Item presented and approved as part of the Consent Agenda. 8. Review and take appropriate action on the following Medical Staff requests: (TAB E) (Finance Committee) I. TEMPORARY PRIVILEGES PRACTTIONER PRACTICE DEPARTMENT Joanne Clark, FNP UMC Clinics Community Medicine Fernanda Payan Schober, MD TX Tech Internal Medicine/Nephrology Ruben Ramirez, MD UMC Contract Community Medicine/Gastroenterology Pedro Rios, Jr., MD UMC Contract Anesthesiology II. INITIAL MEDICAL STAFF APPLICATIONS FOR APPROVAL PRACTITIONER PRACTICE DEPARTMENT Lookman Lawal, MD Private Internal Medicine/Cardiovascular Edrick Lopez, MD Private /Physical Medicine & Rehab Fernanda Payan Schober, MD TX Tech Internal Medicine/Nephrology Ruben Ramirez, MD UMC Contract Community Medicine/Gastroenterology Pedro Rios, Jr., MD UMC Contract Anesthesiology Jason Vourazeris, MD Private Orthopedic Surgery III. INITIAL ALLIED HEALTH STAFF APPLICATIONS FOR APPROVAL PRACTITIONER PRACTICE DEPARTMENT Joanne Clark, FNP UMC Community Medicine 2 Page

3 IV. ADVANCEMENTS FROM PROVISIONAL STATUS PRACTITIONER DEPARTMENT/CATEGORY APPT PERIOD Maria Asiain, MD Pediatrics/Associate 03/31/ /30/2017 Esteban Gonzalez, MD Community Medicine/Active 03/31/ /28/2018 Luis Munoz, MD Pediatrics/Associate 03/31/ /28/2018 Zoraya Parrilla, MD /Provisional 03/08/ /28/2017 Jorge Mendizabal, MD Neurology/Associate 03/31/ /31/2017 V. MEDICAL STAFF REAPPOINTMENTS AND RENEWAL OF PRIVILEGES PRACTITIONER DEPARTMENT/CATEGORY APPT PERIOD ANESTHESIOLOGY Robert Olivares, MD Active 03/31/ /31/2018 COMMUNITY MEDICINE Marina Trevino, MD Active 03/31/ /31/2018 EMERGENCY MEDICINE Shanna Calero, MD Active 03/31/ /31/2018 Scott Greene, MD Active 03/31/ /31/2018 FAMILY MEDICINE None INTERNAL MEDICINE Safa Farrag, MD Active 03/31/ /31/2018 Dinorah Nutis, MD Courtesy 03/31/ /31/2018 Mateo Porres-Aguilar, MD Active 03/31/ /31/2018 Marc Zuckerman, MD Active 03/31/ /31/2018 OB/GYN Teodoro Montoya, MD Active 03/31/ /31/2018 PATHOLOGY Darius Boman, MD Active 03/31/ /31/2018 Alireza Torabi, MD Active 03/31/ /31/2018 SURGERY Mauricio Davalos, MD Active 03/31/ /31/2018 Javier Lozano, MD Associate 03/31/ /31/2018 Alan Tyroch, MD Active 03/31/ /31/2018 VI. ALLIED HEALTH PROFESSIONAL REAPPOINTMENTS AND RENEWAL OF PRIVILEGES PRACTITIONER DEPARTMENT APPT PERIOD Robert Franco, CRNA Anesthesiology 03/31/ /31/2018 Angela Rodriguez, FNP-C Internal Medicine 03/31/ /31/2018 VII. FOCUS PROFESSIONAL PRACTICE EVALUATIONS PRACTITIONER DEPARTMENT INITIAL: Sushilla Arya, MD OB/GYN Julie Baker, PA-C Surgery Jessica Chandler, MD OB/GYN Nhan Chau, MD Emergency Medicine Diana Dashnaw, NNP Pediatrics Brian Foley, MD Radiology Monique Mokonchu, MD OB/GYN Casey Mullen, MD Emergency Medicine Sherif Osman, MD Radiology 3 Page

4 Joshua Simmons, MD ADDITIONAL PRIVILEGES: Sandra Lopez, MD ISSUES: None Emergency Medicine OB/GYN Da Vinci Robotics Assisted Surgery VIII. ONGOING PROFESSIONAL PRACTICE EVALUATIONS PRACTITIONER DEPARTMENT Amr Abdelgawad, MD James Blair, MD Santiago Chavez, PA-C Spencer Frink, MD Gilberto Gonzalez Trevizo, MD Gens Goodman, DO Gary Grindstaff, DPM Joshua Herzog, MD Courtney Holland, MD Charles Holt, PA-C Keith Johnson, MD Joseph Lanzi, MD David Mansfield, MD Jennifer Martinez, PA-C Gregory Misenhimer, MD Gil Moreu, DPM Justin Orr, MD Mark Pallis, DO Elizabeth Pimental, FNP-C Miguel Pirela-Cruz, MD Kevin Sandberg, MD Eric Sides, MD Luis H. Urrea, II, MD Brian Waterman, MD Richard Westbrook, MD Salvador Aguirre-Hauchbaum, MD Dan Blunk, MD David Briones, MD Cecilia DeVargas, MD Michael Escamilla, MD Robert Gonzalez, MD Angel Rodriguez-Chevres, MD Henry Weisman, MD IX. ADDITIONAL PRIVILEGES REQUESTS PRACTITIONER DEPARTMENT None X. CHANGES IN STATUS/PRIVILEGES PRACTITONER DEPARTMENT Demetria Castrellon, ACNP Changed from Internal Medicine to Neurology XI. REQUEST FOR LEAVE OF ABSENCE/RESIGNATION/RELOCATION PRACTITIONER DEPARTMENT REASON 4 Page

5 Valerie O Neal, CRNA Anesthesia Resigned effective 02/08/2016 Clarence Pitre, MD OB/GYN Leave of Absence effective 02/08/2016 Joseph Quintana, MD Internal Medicine Resigned effective 01/31/2016 Arvin Robinson, MD Radiology Retired effective 01/31/2016 Edward Saltzstein, MD Surgery Retired effective 01/31/2016 XII. SUSPENSIONS AND REINSTATEMENTS PRACTITIONER DEPARTMENT Leticia Hernandez, MD OB/GYN Medical Records suspension as of 01/28/2016 XIII. AUTOMATIC TERMINATION FOR EXPIRED LICENSE, INSURANCE, ETC. PER BYLAWS ARTICLE VIII PRACTITIONERS DEPARTMENT REASON None CONCLUSION: Item presented and approved as part of the Consent Agenda. 5 Page REGULAR AGENDA 9. Review and approve the El Paso Children s Hospital and Questcare Contract. (TAB I) CONCLUSION: Mr. George Caralis presented this item and stated this is a contract renewal with Questcare for Emergency Physician Services. They have been the contractor for the last two years. This is the renewal of that contract effective March 1, 2016 and shall remain in effect until the end of business on February 28, It is past fair market value review and is $350,000 less than the past contract. This contract was approved by the Children s Board and UMC s Finance Committee meeting. ACTION: MOTION to approve this item was made by Mr. Volk and Seconded by Ms. Yellen. The vote was 10. Review and take appropriate action on the TransUnion, LLC Agreement between the El Paso County Hospital District d/b/a University Medical Center of El Paso, and authorize the President and CEO to negotiate and execute the agreement. (TAB G) (Finance Committee) CONCLUSION: Mr. Michael Nuñez presented this item. He stated for the past 12 years, UMC has utilized TransUnion s Revenue Manager to perform calculations based on patient information and eligibility requirements to pre-qualify applicants and their family members for financial assistance programs. These assessments include: Income Verification, Address Verification, Credit Report, TransUnion Score, Bankruptcy Indicator, Deceased Indicator, High Risk Alerts, ID Mismatch. In addition, to pre-qualifying applicants for financial assistance the TransUnion s Revenue Manager Platform provides UMC the ability to generate ID/SSN Reports on demand to verify the accuracy of information. With the new Cerner/Soarian implementation (CSI) several bolt-on systems have been eliminated. The purpose is to achieve a streamline process that will be standardized and integrated into existing systems. The TransUnion Revenue Manager Platform has added an additional module called Clear IQ. Clear IQ aggregates the patient s procedure and benefit information to produce a credible estimate of what the patient will likely have to pay out of pocket. Clear IQ will be replacing one of the bolt-on systems called CarePricer. This is a 3 year renewal, the renewal term is from 04/01/16 03/31/19, with 18,550/monthly or $222,600/annually (No annual percentage increase, excluding transaction fees > 7,700), Total 3 year amount of $667,800 Additional First Year Implementation Fee of $51,130 (budgeted at $64K under CSI Project).

6 This item was also presented and approved at the Finance Committee meeting. ACTION: MOTION to approve this item was made by Ms. Yellen and Seconded by Mr. Volk. The vote was 11. Review and take appropriate action on the Total Maintenance and Service Agreement between the El Paso County Hospital District d/b/a University Medical Center of El Paso and Sysmex, America, Inc. and authorize the President and CEO to negotiate and execute the agreement. (TAB H) (Finance Committee) CONCLUSION: Ms. Maria Zampini presented this item and provided the following updates: University Medical Center recommends entering into a six year agreement with Sysmex America, Inc. for their fully automated Hematology Systems. The equipment is used to determine the hematologic status of UMC patients, both inpatient and outpatients. This equipment will now also provide Hemoglobin A1c values to assist in diagnosis and control of diabetic patients. The UMC Laboratories has used Sysmex hematology equipment for the past seven years. Sysmex is a member of Med Assets, our hospital group purchasing provider. This arrangement while insuring continuous and timely test results will also provide newer equipment and software that will also allow testing of Hemoglobin A1c which is currently being sent out to a referral laboratory Quest. A Complete Blood Count (CBC) is the test result that this equipment measures and reports. There are thirty five resulted values as part of the CBC test. Ninety nine percent of patients receive a CBC. Examples of the test and its uses are the following; provider will receive the red cell number (anemia), white cell numbers and types (leukemia) as well as platelet numbers (clotting issues) and hemoglobin values. The Hemoglobin A1C is used to measure glucose values and patient compliance with treatment measures for Diabetes Type II. It is the national standard of care. Hematology: Current expense for 180,000 CBC s (2015 volume) per year to include maintenance and reagents is $550,800 or $3.06 per reportable result. The new agreement cost for maintenance and software upgrades as well as the test reagents and the instrument lease for the six years will be $417,600 or cost per reportable test of $2.32. The savings in cost per year will be $133,200. Hemoglobin A1c: Current expense to send out 44,000 (2015 volume) A1c s to the referral lab Quest is $5.82 per test or $256,080 per year. The new agreement cost for this test to include maintenance, software upgrade as well as reagents and instrument lease will be $2.32 per reportable test or $102,080. The savings in cost per year will be $154,000. Total savings between bringing the Hemoglobin A1c and Hematology equipment lease and upgrade will be $287,200 per year. The proposed agreement with Sysmex would commence on March 9, 2016 and terminate March 8, Total spend for the agreement is recommended at a not to exceed amount of $550,000 per year which will allow for volume growth. This item was also presented and approved at the Finance Committee meeting. ACTION: MOTION to approve this item was made by Br. Nick and Seconded by Ms. Yellen. The vote was 12. Review and approve Cerner Amendments (Schedules 19 & 20) Electronic Medical Record Enhancements and authorize the President and CEO to negotiate and execute the amendment. (TAB I) (Finance Committee) CONCLUSION: Mr. Michael Nuñez provided the following updates: The Board of Managers approved the Ambulatory Cerner Integration Project in January $19,700,000 One Time Fees. The project included the following components. The project is in Progress and scheduled to go-live August 1, Page

7 Approval by Board of Managers and Commissioners to invest NAIP $6,000,000 (six million) reimbursement in the continued expansion of the Electronic Medical Record as follows: Cerner Electronic Medical Record Enhancements : o Surginet/Anesthesia and Batch Scanning - $3,725,000 (includes UMC & EPCH) o Additional devices for use for the Electronic Medical Record - $300,000 (equipment only ) o o 7 Page Fetal Monitor Medical Devices Replacements - $475,000 (equipment only) Picture Archival Solution - PACS Upgrade (equipment and PACS Upgrade contract will be presented to Finance Committee in March and Board of Managers in April) - $1,500,000 Term: March February 2021 (5 years) Summary of Fees: o Schedule A Summary of Fees (annual one time and operational increases) o One Time fees (NAIP): $3,725,000 This item was also presented and approved at the Finance Committee meeting. ACTION: MOTION to approve this item was made by Ms. Yellen and Seconded by Br. Nick. The vote was 13. Review and approve Morgan Hunter Amendments (Statement of Work) for two Consultants to backfill IT resources in LOA (March September 2016), and authorize the President and CEO to negotiate and execute the amendment. (TAB J) (Finance Committee) CONCLUSION: Mr. Michael Nuñez presented this item and provided the following updates: The Cerner Ambulatory Integration Project Approved by Board of Managers in January of 2015 included a $2,050,000 expense for Backfill resources. This covered: o Internal resources cost allocation to the project o Texas Tech Physician fees for time spent participating in the project o Other Backfill resources needed for the project Two key resources from IT in Medical Leave of Absence and one resource resigned due to Family Reasons (relocation) Two Statements of Work for extension of time for the Consulting Resources: o Hamidi Masoud For the period of time of February 27 September 30, 2016 (30 weeks) for a not o to exceed $237,000 Erika Jenkins For the period of time of February 27 September 30, 2016 (30 weeks) for a not to exceed $231,000 Current Expenditures / Cost allocation to-date under the Backfill Project Line item (as of January 31, 2016) o Budgeted: $2,050,000 o Expensed / cost allocation $140,933 o Remaining Available: $1,909,067 This item was also presented and approved at the Finance Committee meeting. ACTION: MOTION to approve this item was made by Mr. Volk and Seconded by Ms. Yellen. The vote was 14. Review, discuss, and take appropriate action whether to create a new corporate entity named "El Paso Children's Hospital Foundation", as recommended by the UMC Foundation Board of Directors at its regular meeting on February 29, 2016, and as authorized for the name use by the El Paso Children's Hospital Board of Directors at its regular meeting on February 24, (TAB K)

8 CONCLUSION: Ms. Dennece Knight presented this item. It was requested to assist University Medical Center Foundation in obtaining an additional Employer s Identification Number (EIN) for the separation of gifts, grants, and donations to the El Paso Children s Hospital (EPCH), which will assist in separate accounting and qualifications for funds earmarked or restricted as gifts for EPCH. The goal would be to continue UMC Foundation business with a minimal change or disruption to the current UMC Foundation charitable work. There should be little or no change in operations and administrations, and both corporations would have similar, if not identical, bylaws and directors. The operational accounting would be slightly different, as there would be a separate annual audit, separate Form 990 annual report, and possibly some insurance cost increases. The EPCH Board has approved this request as well as the UMC Foundation Board. ACTION: MOTION to approve this item was made by Br. Nick and Seconded by Mr. Volk. The vote was 15. Review and approve proposed technical amendments to the Medical Staff Bylaws. (TAB L) CONCLUSION: Dr. Armando Meza presented this item. This is a request to approve amendments to the Medical Staff bylaws as presented in the exhibit provided. These amendments are deemed technical in nature. They were already approved by the Medical Staff Bylaws Committee and the Medical Executive Committee. ACTION: MOTION to approve this item was made by Mr. Volk and Seconded by Br. Nick. The vote was By consensus of the Board, Mr. DeGroat moved the meeting into Executive Session on March 8, 2016 at 3:55 pm to discuss Executive Session Items # EXECUTIVE SESSION 16. Receive legal advice and consultation regarding Directors and Officers Liability insurance coverage for University Medical Center of El Paso and El Paso Children's Hospital, pursuant to Texas Government Code Any action taken as a result of this discussion will be taken at the opening of this meeting after closed session, or at a subsequent meeting. 17. Receive legal advice and consultation regarding issues related to Medical Staff Bylaws, pursuant to Texas Government Code Any action taken as a result of this discussion will be taken at the opening of this meeting after closed session, or at a subsequent meeting. 18. Discuss bankruptcy proceeding pending in the United States Bankruptcy Court for the Western District of Texas, El Paso Division, Re: El Paso Children s Hospital Corporation, Debtor, Case No , and other legal issues relating to El Paso Children s Hospital pursuant to Texas Government Code Discuss and deliberate the 2016 Performance Goals and Objectives of Mr. James N. Valenti, President and Chief Executive Officer of the El Paso County Hospital District, pursuant to Texas Government Code Discuss and deliberate regarding the employment contract of Mr. James N. Valenti, President and CEO, pursuant to Texas Government Code Any action taken as a result of this discussion will be taken the opening of this meeting after closed session, or at a subsequent meeting. 8 Page

9 OPEN SESSION The Board reconvened into Open Session on March 8, 2016 at 5:10 pm. 21. Discuss and take appropriate action regarding Directors and Officers Liability insurance coverage for University Medical Center of El Paso and El Paso Children's Hospital. CONCLUSION: Mr. Sosa presented this item. A motion was made to approve and proceed with rolling the Children s Hospital under the UMC D &O policy and purchasing the additional coverage as discussed in Executive Session. ACTION: MOTION to approve this item was made by Ms. Yellen and Seconded by Br. Nick. The vote was Ms. Yellen, Yes, Mr. DeGroat, Yes, Br. Nick, Yes, Ms. Martinez, Yes and Mr. Volk, Yes. Motion Carried. 22. Discuss and take appropriate action regarding bankruptcy proceeding pending in the United States Bankruptcy Court for the Western District of Texas, El Paso Division, In Re: El Paso Children s Hospital Corporation, Debtor, Case No and other legal issues relating to El Paso Children s Hospital pursuant to Texas Government Code No CONCLUSION: No Action Taken. 23. Discuss and take appropriate action regarding the 2016 Performance Goals and Objectives of Mr. James N. Valenti, President and Chief Executive Officer of the El Paso County Hospital District, pursuant to Texas Government Code CONCLUSION: A motion was made to approve the CEO 2016 incentive plan performance measures as presented. ACTION: MOTION to approve this item was made by Mr. Volk and Seconded by Br. Nick. The vote was 24. Discuss and take appropriate action regarding the employment contract of Mr. James N. Valenti, President and CEO, pursuant to Texas Government Code CONCLUSION: Mr. DeGroat presented this item. This is to extend Mr. Valenti s contract for a period of days to provide a smooth transition for the incoming new CEO. This provides for a pro rata treatment of his compensation and benefits. Need motion to approve this amendment as presented. ACTION: MOTION to approve this item was made by Br. Nick and Seconded by Mr. Volk. The vote was 25. Adjournment ACTION: Mr. DeGroat adjourned the meeting on March 8, 2016 at 5:26 p.m. Steve DeGroat, Board Chairman Br. Jose Nicholas Gonzalez, Secretary 9 Page