The Gadsden Hospital Inc. Board of Directors

Annual Meeting

Notes & Agenda

Tuesday March 5, 2013 at 5:00 p.m.

Capital Regional Medical Center

Gadsden Memorial Campus

23186 Blue Star Highway (Highway 90)

Quincy, Florida

Present:

Craig McMillan, Chair

Herb Sheheane, Vice – Chair

Jimmy Suber, Secretary – Treasurer

Scott Whitehead

Shelia Atkins (absent)

Dr. Charles Kent

Sen. Fred Dudley

Shaia Rene’ Beckwith – James (absent)

Mike Glazer, Hospital Attorney

Arthur Lawson, Assistant County Administrator

Brian Cook, CEO, CRMC

Alan Keesee, COO, CRMC

Ronnie Midgett, CFO, CRMC

Beryl H. Wood, Deputy Clerk

1. Welcome – Craig McMillan

Mr. McMillan called the meeting to order.

2. Approval of September 17, 2012 Minutes Sheheane/ Suber 5-0

3. Update on Claim by Ashford Mike Glazer

Atty. Mike Glazer commented one of the things that happen back in 05, Ashford had license ACHA closed the hospital. We didn’t want to lose the license. They sued county and Capital City Back for 6 million sued bank because of trust.

Lawfirm in New Jersey wants to revise this claim. The lawsuit sat for years. Judge issued to parties do something with case or it will be thrown out. I made brief presentation to County Commission. County advised to oppose the claim. We have told them no. “Nothing has happen, ball is in their court.” We have wanted to destroy medical records, but at this point are reluctant to do that.

4. Update on Activities with CRMC Brian Cook

Introduce Staff Alan Keessee, COO of CRMC who replaced Dale Neely. He then introduced Ronnie Midgett, CFO of CRMC. He gave quick update and explained they operate as one entity with two campuses. Open in 1979. Moved into new building in 2003 and opened Gadsden Campus in June 2010.

Our Services

Emergency Care

Gadsden Campus

Cardiac Services

Cancer Center

Family Center

Breast Center

Specialized Wound Care Services

Surgical Services

Awards/ Designations

· TJC Triennial Survey 2012 – One Clinical Finding

· Certification of Distinction – Primary Stroke Center 2011-2013

· Certification of Distinction – Joint Replacement Hip – 2011-2013

· Certification of Distinction – Joint Replacement Knee – 2011- 2013

· Named as a “Joint Commission Top Performer” based on key quality measures – 2^nd year in a row

· Chest Pain Accreditation (2005-2014)

· Commission on Cancer Accreditation (2011-2014)

Prayer an Ancillary Services

· United Health Premium Interventional Cardiac Care Specialty Center – One Star

· United Health Premium Heart Rhythm Management Specialty Center – three Stars

· Leapfrog 2011 Survey Hospital Safety Score “A”

· American Heart Association – Get with the Guidelines – Gold Plus Award for Stroke

· Accredited Laboratory – College of American Pathologist – (2012 – 2014)

Overview of Emergency Services at Gadsden

· Emergency Department Beds: 8

· Triage Rooms: 2

· Staffed 24/7 by a Physician

· Full Service Laboratory and Pharmacy

· Imaging Modalities Include:

§ X – Ray

§ C.T.

§ Ultrasound

He then presented ER Visits: 2011 YTD: 18,833; PEDS Visits 5,798, Admissions 1,228; self – pay 25.9%; 2012 19,005; 6,121, 882; 24.8%; He then explained the Gadsden County EMS Runs.

Senator Dudley asked what the determining factor is.

Mr. Cook said it deals a lot with first patient choice, and service turn over, by treating EMS well, relations and quality of care.

Senator Dudley asked are you happy with partnership with Gadsden.

Mr. Cook replied they are, they aren’t making a lot of money, but they are providing quality service and they would like to extend lease and expand with specialist. He commented about needed to open more beds, but he told the Board that was not viable at this point. You need a lot of overhaul. He said next step would be is to add specialists. He said they have to work smarter. Free up money to bring in specialist OB GYN, etc.

Senator Dudley asked how are 8 beds in hospital be used.

Mr. Cook said they use them with the ER.

Gadsden County Payor Mix

· 68% of all ED Visits to Gadsden Campus are Medicaid or Uninsured

· 14% of all ED Visits to Gadsden Campus are Medicare

· An Additional 3,327 Medicaid or Uninsured Residents of Gadsden County were seen at our Main Campus

· An Additional 1,682 Medicare Residents of Gadsden County were seen at our Main Campus

Mike Glazer, Hospital Attorney

Approximately last fall there was an interest of developing potential office space. He said they have discussed a number of hospital issues. He mentioned a meeting back in November with major players with in the County. No ability to build up funds for this facility. He said CRMC brought up extending the lease. He said that was a great idea. You are advisor to the County Commission.

-Lease Extension

Atty. Glazer explained this is a draft document, probably not final. Initial term of lease from 5 years to extend 10 years is what they are asking for. He stated that the GHI has two roles signatures to lease and the most important is the advisor to Gadsden County Commission. Under current lease County pays CRMC, income off hospital trust goes to CRMC; Sales Tax – goes to pay off debt; 50% goes to CRMC; balance of taxes is used by County for other health related topics. Recommendation: Out of two funds $460,000; Bond Council said they can save $175,000, they closed in March. As part of lease amendment they will give up right to give up trust income and if the sale tax generates at least $460,000 and County can keep trust income. If it doesn’t make 460,000 county would be liable for difference. As long as sales tax doesn’t fall. A.) Extend initial term B.) Sales Tax – to annually allocate at least fifty percent (50%) of the proceeds from the surtax not otherwise committed to debt repayment to and for the benefit of the Hospital for indigent care that will be provided by the Hospital as well as other needs necessary for the successful operation of the Hospital.

Mr. Cook said they are pleased with the facilty; we are here to create services here in Gadsden County. This is a great partnership.

Dudley/ Suber – to approve and recommend to the BCC the first amendment to lease agreement between Gadsden County, Florida and Gadsden County Hospital, INC and Tallahassee Medical Center, INC giving flexibility to make changes 5-0 (approved).

**this agreement was tabled by Senator Dudley, awaiting the complete presentation from CRMC. It was later approved above as follows.

-Modification of Provisions on Use of Sales Tax and Trust Proceeds

-Possible Physician Office Space Mr. Cook

Mr. Cook would like to change recommendation to only Specialty Clinic. It accomplishes what we want. Signed would be replaced at both facilities.

Atty Glazer County would pay for construction; they would pay for furniture and equipment. If they don’t rent they have to pay, so that’s the incentive. $7 million in trust.

Motion (Sheheane, Dudley): To make a recommendation to proceed with the draft letter of intention – Development of Physician Office Space and present to Board 5-0. (Approved).

Senator Dudley asked who currently manages the trust.

Glazer: 3 men facility manage trust Clerk, Craig and County Administrator.

Suber: Will the specialty clinic have access to hospital.

Cook: No access to hospital. It would be on the northwest side of the building with separate entrance and would consist of two physician offices. The offices would be used on a time-share basis by primary care and specialist physicians provided by CRMC. They would like to see 10 – 15 people (patients) per day.

5. General Discussion – None; Board Member GHI appointments

6. Future Meeting Dates

Depending on what happens at County Commission, a call meeting may be needed.

7. Adjourn- Suber @ 6:18 p.m.