Gadsden Hospital, Inc.

Board of Directors Meeting

July 23, 2018

5:00 p.m.

Present:               Herb Sheheane, Chair

                                Arrie Battle, Vice-Chair

                                Arriane Graham, Secretary-arrived late

                                Jimmy Suber, Treasurer-Absent

                                Craig McMillan-phoned in

                                Dr. Hantz C. Hercule, M.D., Ph.D-Absent

                                Scott Whitehead

                                Sam Palmer

                                Sen. Fred Dudley

                                Mike Glazer, Hospital Attorney

                                Brad Johnson, Assistant County Administrator

Lauren Bradley, Interim County Administrator Executive Assistant

                                Allen Keesee, CRMC

                                Marcella Blocker, Deputy Clerk

WELCOME   Chair Sheheane called meeting to order, asked everyone to mute their phones
GENERAL BUSINESS
2.	Approval of Minutes-March 13, 2018-GHI Annual Meeting  Addressed corrections to Minutes Motion to approve with changes Battle/Whitehead 7-0
3.	Overview of the Current Lease Between Gadsden County, GHI and Capital Regional Medical Center  Glazer gave an overview of the lease agreements Arriane Graham arrived at this juncture of the meeting.  CRMC is licensee; initial term of lease was 5 years with automatic renewals unless hospital provided 180 days’ notice of non-renewal or County provided 12 months’ notice of non-renewal.  Technically 4 in-patient beds on license but in non-operational status per agreement with ACHA.  Initially all income from hospital trust went to CRMC but changed.  First 50% of ½ cent sales tax left over after payment of debt services went to CRMC to help underwrite costs of indigent care but has changed.  Hospital performs routine maintenance but County responsible for non-routine mechanical, electrical, plumbing, and HVAC.  Hospital takes care of signage.  County responsible for capital improvements in excess of $25,000 and a right of first refusal provision-if County decides to sell building & if portion leased CRMC has right of first refusal.  Little under two years to the end of termination date Glazer happy to answer any questions.  Sam Palmer asked the cost of the EMS run, Glazer said was not sure, varied to the run and was limited to patients EMS could not bill for. Sheheane asked where they go from here-ultimately up to BOCC, this Board is Advisory Board Dudley asked it automatically renews-County has to give 12 months, CRMC has to give 180 days.  If BOCC does nothing-how long is renewal-automatically renews for 5 years.  Said has stopped by several times (not as patient) and everything seemed to be running good.  Said would  not have problem to recommend to BOCC to have discussions with CRMC about renewal  Glazer said BOCC would be interested in hearing suggestions of this Board. Arrie asked lease was 10-was originally 5 and in first amendment extended for 10-will renew for 5 years.  Glazer said depend on type of patient.  If has private insurance, billed, if Medicare, Medicare pays EMS.  Mr. Glazer said Medicaid paid different from Medicare.  Dudley suggested before the 12 months, hold public meeting and let public give input-listen to public.  Graham suggested holding workshop with Commissioners there-in past have expressed concern for urgent care. Glazer said have had conversations with Hospital and let them give their presentation. Sheheane said would table for now and let them do presentation
4.	Update from CRMC Allen Keesee, CEO, appeared before the Board and introduced some of the co-workers. Refer lot of patients to other clinics to help them find primary care home. Arrie stepped out at this juncture of the meeting. Arrie returned at this juncture. He said Gadsden Campus was treated just like the Tallahassee campus. Dudley asked how the measures, accreditation reports  Graham said they had always been in agreement they were doing a good job, accessibility and letting constituents know about services He said they cherished the relationship and partnership with the County and wanted to continue.  One opportunity was to look at the facility needs.  Looking at increasing from 8 ER bays currently to 6 and adding pediatric themed rooms. Forego tax dollars to County so could be used for EMS  Glazer said talked with Mr. Thomas and last year right around $600,000 that was currently going to CRMC, leave with County and look at making improvements  Dudley asked costs, Glazer said when they equipped hospital here, all was purchased through buying power of HCA and saved a significant amount over list price.  Glazer said big equipment belonged to County. Dudley get price on sheet and see if can make contribution to capital improvements by phasing out tax dollars.  Dudley asked about Trust Fund Clerk maintained-Glazer said if hospital needed, Income from trust could be used-said if some could be used, would not have to dip into Trust- Trust Fund had been looked at as a rainy day fund, i.e., for air conditioning, roof.  Glazer said income was different from principal of trust.  Income now not going to CRMC and pot growing.  Dudley asked numbers-Glazer got numbers on tax not on Trust.  Glazer said thought was investment committee that met periodically. Craig said at last meeting, he reported Trust Fund was little north of $9 Million  Sheheane said citizen called and was snake-bit, was stabilized before transferring to Tallahassee and because of stabilization, kept foot. Arrie asked about tele-services Dudley suggested the Chair work with Allen and set up another meeting and begin talking about how to get to what on list.
5.	Discussion of Renewal/Extension/Changes to Capital Regional Medical Center Lease
6.	Renewal of the Lease Agreement with North Florida Thyroid Center, LLC.  Glazer said in late 2016 was discussion of above lease-now expired.  There was no-one present with North Florida and Glazer said have had limited conversation with them.  Dudley said this was his doctor, would like to see her meet with County Administrator and put information together on number of patients Glazer said good for this Board to recommend for County to reach out Brad Johnson appeared before the Board and wanted to address the leasing and said they were looking at the legal component of it.  He said he tried to get someone from her staff to be here. Glazer said was good point.  Because of Procurement Policy, have to go with solicitation. Arrie said she does come once a month and had good clientele. Glazer said to have motion so minutes reflect. Whitehead motion enter into renewal conversation with CRMC/Graham 7-0
7.	Potential Lease of the Non-Leased Space at CRMC-Quincy Campus to Eye Associates  Lance Langston, Eye Associates, appeared before the Board with Sara Ko and Rachel Hall.  David Weiss suggested they appear before this Board   Sarah Ko appeared before the Board and gave a brief presentation.  Sheheane asked if space they were interested was same space North Florida utilizes now-yes-she uses space on Saturday and they would be interested in using space during week.  Have spoken with her and she’s willing to share space. Dudley said great idea to have many specialists here but have limited space.  He asked if this was only space available for private practice.  Glazer said this was only space d He said ton of other space in building, 2 wings  Glazer asked Ko, when Dr. Hart came, she brought her equipment with her and takes back with her.  She said their equipment was very heavy and expensive, had to be calibrated and could not be moved back and forth.  He also mentioned there was the right of first refusal with CRMC and had spoken with Mr. Langston regarding that. Keesee addressed space issue at the hospital Dudley said he would like to see conversations with Eye Associates move forward Sheheane asked what they would do to get in conversations with Eye Associate-need direction from BOCC Sheheane motioned to have Brad go to County to begin negotiations/Dudley 7-0
8.	Potential Lease of the Non-Leased Space at CRMC-Quincy Campus to Lighthouse of the Big Bend  Allison Dodson appeared before the Board. Serve more clients in Gadsden than any other County they serve.  Provide free services to anyone visually impaired or blind-have 3 specialists that come to the County and go to the homes and meet with individuals.  Phase 1 would be holding classes here; Phase 2-work with CRMC and teach how to handle situations; 3 create low vision clinic.  Would like to come to table and join conversation about space. Dudley said inclined to make same motion with observation this was not-for-profit Glazer said little confused-was what they do different from Eye Associates-they receive referrals from Eye Associates-help with daily living to help them remain independent. Craig had observation-this was exactly what have been hoping for; if memory serves correct-when come into entrance old urgent care, pretty much common entrance-across hall lot of space that could be built out easily for classrooms and doctors offices.  Don’t think have to be limited Glazer asked how much time talking about-1 hour week-depending on clients needs-want to be able to come 1-2 week for the day instead of 1 hour at time. Sheheane said motion would be similar to other and be a team with Eye Associates/Graham 7-0 Glazer recommended a write-up to give direction
9.	Discussion of Next Meeting Date  Sensing with everything-2-3 months out-get through leases, etc. Whitehead said stay with September Arrie asked if just this Board or with BOCC.  Graham said was suggestion for workshop but County Staff taking lead- Dudley said he understood workshop was regarding CRMC lease Glazer said felt still missing was direction from BOCC-felt this Board had approved great ideas. Sheheane asked Brad if he had any thoughts-felt best thing – if want workshop-le them know and cam bring forth Dudley said to make a report to the BOCC Sheheane said would get back with Brad Whitehead said liked the workshop idea Whitehead motion to hold workshop with BOCC to deal with lease with BOCC/  Craig suggested the 3 entities come together to work out their work details and how it would work-Sheheane said hold workshop 2-3 months out/ Arrie second-Dudley suggested Sheheane request workshop Chair called for vote 7-0 Sam asked procedure to add person to board-Glazer said up to BOCC-there is a minimum and maximum of members on Board-maximum is 11 Sam recommended Dr. Holloman be recommended to Board-Craig said was on Board at ome time-she asked to be removed-Sam said he had not spoken with her-was recommended to her.
Citizens Requesting to be Heard on Non-Agenda Items  Any citizens-no
MOTION TO ADJOURN  Dudley motion to adjourn/Whitehead 7-0 at 6:40 p.m.