University Medical Center of Southern Nevada Governing Board December 14, 2016

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University Medical Center of Southern Nevada Governing Board December 14, 2016 UMC Emerald Room 901 Rancho Lane, Suite 180 Las Vegas, Clark County, Nevada Wednesday December 14, 2016 3:00 p.m. The University Medical Center Governing Board met in regular session, at the regular place of meeting in the Emerald Room, 901 Rancho Lane, Suite 180, Las Vegas, Clark County, Nevada, on Wednesday, December 14, 2016, at the hour of 3:00 p.m. The meeting was called to order at the hour of 3:08 p.m. by Chair John O Reilly. The following members were present, which constituted a quorum of the members thereof: CALL TO ORDER Board Members: Present: John O Reilly, Chair Eileen Raney, Vice Chair, Robyn Caspersen Renee Franklin Donald Mackay, M.D. Harry Hagerty Laura Lopez-Hobbs Absent: Michael Saltman - Excused Jeff Ellis - Excused Ex-Officio Members: Present: Barbara Atkinson, M.D, Planning Dean, UNLV School of Medicine Absent: Thomas Schwenk, M.D., Dean, University of Nevada School of Medicine Also Present: Mason VanHouweling, Chief Executive Officer James Conway, Attorney Terra Lovelin, Board Secretary

December 14, 2016 Page 2 of 9 SECTION 1. OPENING CEREMONIES ITEM NO. 1 PUBLIC COMMENT Chair John O Reilly asked if there were any persons present in the audience wishing to be heard on any item on this agenda. Speakers: None ITEM NO. 2 Approval of minutes of the regular meeting of the UMC Governing Board on November 16, 2016. (Available at University Medical Center, Administrative Office) (For possible action) FINAL ACTION: A motion was made by Dr. Mackay that the minutes be approved as ITEM NO. 3 Approval of Agenda (For possible action) FINAL ACTION: A motion was made by Laura Hobbs that the agenda be approved as presented. Motion carried by unanimous vote. SECTION 2. BUSINESS ITEMS ITEM NO. 4 Receive a report from the Governing Board Clinical Quality and Professional Affairs Committee and take any action deemed appropriate. (For possible action) - None submitted DISCUSSION: Dr. Mackay gave a summary of what was discussed at the last Clinical Quality meeting on December 12, 2016. Dr. Banfro gave a presentation on the NICU and statistics on survival rates and how they have increased over the past few years. This is due in part to the care and programs they receive at UMC as well as good obstetrical care, good communication and excellent nursing care. Danita Cohen gave an update on the ICARE Academy. There is an emphasis on accountability and an incentive program with rewards such as candy, gift cards, parking passes and other great perks. Jennifer Gaca, Director of Clinical Quality gave a report on CMS complaints and grievances as well as medication safety. She also gave a report on Leapfrog scores; UMC is currently at a C, which is an improvement from previous years. The committee then discussed the CEO evaluation and performance with respect to its impact on Clinical Quality and Professional Affairs.

December 14, 2016 Page 3 of 9 ITEM NO. 5 Receive a report from the Governing Board Audit and Finance Committee and take any action deemed appropriate. (For possible action) - None submitted DISCUSSION: Member Hagerty gave a summary of what was discussed at the last meeting on December 7, 2016. Brian Rosenberg gave an update on the Epic project. There are a few staffing issues but they are below budget and on time. The Kaufman Hall contract was discussed, this contract is for a set of software reporting tools. It was noted that Jeff Ellis abstained at the meeting from voting or discussing the MGM contract and will also abstain from discussions and voting at today s meeting as well. The monthly financial report was presented by Brent Hilton. Marcia Turner updated the committee on actions that her and staff are taking with respect to changes with the Affordable Care Act. FINAL ACTION: No action taken. ITEM NO. 6 Receive the monthly financial report; and direct staff accordingly. (For possible action) -Management Discussion and Analysis October FY 2017 Financials DISCUSSION: Assistant Controller, Brent Hilton gave a review of the October FY2016 Financials. - Admissions and ED volumes were slightly lower than in September. - Purchase services were under budget. - Net patient revenue was slightly under budget. - Operating costs were lower than budgeted. - Salaries and benefits slightly exceeded due to OT. - Average daily census dropped in October from previous month. - Admissions were higher than this time in 2016. - Total surgeries stayed the same. Chair O Reilly thanked Stephanie Merrill for all her work at UMC and she thanked the Board for their support as well.

December 14, 2016 Page 4 of 9 ITEM NO. 7 Receive an update on the University of Nevada Reno School of Medicine; and direct staff accordingly. (For possible action) -None submitted DISCUSSION: Reno School of Medicine is the title now being used. Mr. VanHouweling met with Dean Schwenk yesterday and they spoke about the orthopedic program and the transition. Chair O Reilly added that the annual staff meeting that occurred last night had a great turnout and over 80 people showed up. The strong attendance goes to show the improvement that has been made by Mason and staff. Renown Healthcare is a not for profit and has hired most of the staff and is handling the operational needs for the practices. FINAL ACTION: No action taken. ITEM NO. 8 Receive an update on the University of Nevada Las Vegas School of Medicine; and direct staff accordingly. (For possible action) -None submitted DISCUSSION: Dean Atkinson provided the Board with updates on what has been happening with the UNLV School of Medicine and stated that she was impressed as well with the turnout last night as well and commended Mr. VanHouweling. - The medical school has received 810 applications, 400 from Nevada residents or those that have strong ties to Nevada - 128 students have been interviewed and 4 have been selected out of the 60 spots available. - The classes will start at the Shadow Lane Campus and they are also leasing two floors of the 2040 building from UMC. - Demolition has started at the planned location of the Medical Education building - There are currently 47 faculty staff and they are currently searching for more high profile positions. - Interviews for the CFO positions are going on now. - The School s own internal Lawyer starts in January. FINAL ACTION: No action taken.

December 14, 2016 Page 5 of 9 ITEM NO. 9 Receive an update from the Hospital CEO; and direct staff accordingly. (For possible action Market share slide DISCUSSION: Mr. VanHouweling thanked Dean Atkinson for including him in the process with hiring for the School. - UMC moved back to 3 rd overall in admission growing 48 admission with overall market declining 1,253 1 st Qtr. to 2 nd Qtr. - Clark County approved the Blue Diamond Quick Care location and we are hoping for a July 1 opening. - Master Plan Steering Committee continues to meet. - Over 300 attendees at the UMC Holiday Party; Oscar Chaves, Trauma RN was named Employee of the Year. - Heroes Challenge Blood Drive was held and over 300 units were donated. - Hundreds of toys were donated to the Children s Hospital for patients during the holidays. - General Medical Staff Meeting was held and it had great attendance. - ACA update tracking is ongoing. - Commissioner Weekly was here distributing gifts last week. Chair O Reilly asked if the hospital puts some of the gifts that are being donated aside for distribution throughout the entire year. CEO VanHouweling replied that yes, they are doing that to ensure kids get gifts all year long. FINAL ACTION: No action taken. ITEM NO. 10 Submit a recommendation to the UMC Board of Hospital Trustees for the appointment of the three Governing Board members, Mike Saltman, Robyn Caspersen and Laura Lopez-Hobbs, whose terms expire on December 31, 2016, for a three (3) year term ending December 31, 2019; and take any action deemed appropriate. (For possible action) -None submitted DISCUSSION: None FINAL ACTION: A motion was made by Member Raney to approve as

December 14, 2016 Page 6 of 9 ITEM NO. 11 Approve future meeting dates and times through calendar year 2017 and direct staff accordingly. (For possible action.) - 2017 Meeting Calendar DISCUSSION: Member Franklin requested expediting the equipment in the meeting rooms so it s easier to hear when members have to call in for the meetings. FINAL ACTION: A motion was made by Member Franklin to approve as SECTION 3: CONSENT ITEMS ITEM NO. 12 Approve the Order Form, Subscription Services Agreement and Business Associate Agreement between Kaufman, Hall & Associates, LLC ( Kaufman Hall ) and University Medical Center of Southern Nevada ( UMC ); and take action as deemed appropriate. (For possible action) - Kaufman Hall Subscription - Kaufman Hall Agreement - Business Association Agreement - Disclosure of Ownership ITEM NO. 13 Approve the First Amendment to the Hospital Services Agreement between MGM Grand Hotel & Casino, acting as duly authorized plan administrator for Self-Funded MGM Resorts Health Plan ( MGM ) and University Medical Center of Southern Nevada ( UMC ); and take action as deemed appropriate. (For possible action) - First Amendment MGM Resorts Health and Welfare Benefit Plan ITEM NO. 14 Approve the Tenth Amendment to the PHCS Participating Facility Agreement between MultiPlan, Inc. ( MultiPlan ) and University Medical Center of Southern Nevada ( UMC ); and take action as deemed appropriate. (For possible action)

December 14, 2016 Page 7 of 9 - MultiPlan 10 th Amendment ITEM NO. 15 Approve the 12th Amendment to the Hospital Participation Agreement ( Agreement ) between Nevada Preferred Healthcare Providers ( NPP ) and University Medical Center of Southern Nevada ( UMC ); and take action as deemed appropriate. (For possible action) - Twelfth Amendment to the Hospital Participation Agreement ITEM NO. 16 Approve Amendment 001 to the Hospital Agreement between Aetna Health, Inc., a Pennsylvania Corporation ( Aetna ) and University Medical Center of Southern Nevada ( UMC ); and take action as deemed appropriate. (For possible action) - Amendment 001 to the Hospital Agreement ITEM NO. 17 Approve the Clinical Affiliation Agreement between the Board of Regents of the Nevada System of Higher Education on behalf of Truckee Meadows Community College and University Medical Center of Southern Nevada; and take action as deemed appropriate. (For possible action) - Clinical Affiliation Agreement ITEM NO. 18 Approve the Purchaser Agreement with Baxter Healthcare Corporation and University Medical Center of Southern Nevada; and take action as deemed appropriate. (For possible action) DOCUMENT SUBMITTED: - Purchaser Agreement Exhibit H

December 14, 2016 Page 8 of 9 ITEM NO. 19 Approve the Memorandum of Understanding (Attachment W) and ratify the Program Letters of Agreement for FY 2017 between the Board of Regents of the Nevada System of Higher Education on behalf of the University of Nevada Reno School of Medicine and University Medical Center of Southern Nevada, subject to final approval by the Board of Hospital Trustees; and take action as deemed appropriate. (For possible action) DOCUMENT SUBMITTED: - Attachment W MOU ITEM NO. 20 Approve a capped pricing agreement for spine implants between multiple vendors and the University Medical Center of Southern Nevada ( UMC ), subject to final approval by the Board of Hospital Trustees; and take action as deemed appropriate. (For possible action) DOCUMENTS SUBMITTED: - Spine Implant Products Agreement SECTION 4: EMERGING ISSUES ITEM NO. 21 Identify emerging issues to be addressed by staff or by the Board at future meetings; and direct staff accordingly. (For possible action) Dr. Mackay asked if we track how many nursing students stay in the state of Nevada after attending school here. A reply was given that studies have been done but there is no official tracking. COMMENTS BY THE GENERAL PUBLIC: A period devoted to comments by the general public about matters relevant to the Board s jurisdiction will be held. No action may be taken on a matter not listed on the posted agenda. Comments will be limited to three minutes. Please step up to the speaker s podium, clearly state your name and address and please spell your last name for the record.

December 14, 2016 Page 9 of 9 There being no further business to come before the Board at this time, at the hour of 4:04 p.m. Chair O Reilly adjourned the meeting. Minutes Prepared by: Terra Lovelin APPROVED: January 25, 2017