southern coos health district board of directors …...therapy – robin triplett, carol meijer,...

SOUTHERN COOS HEALTH DISTRICT

Board of Directors

November 19, 2015

Southern Coos Hospital & Health Center

7:00 p.m.

AGENDA

I. Call to Order II. Public Input III. Consent Agenda

A. Minutes – 10/22/2015 B. Foundation Report

IV. Staff Reports

A. CEO Report B. CFO Report C. Medical Staff

V. Old Business A. Consideration of Revised CEO Agreement B. Consideration of Workplace Culture Consultant C. Consideration of Resolution 2015-04 Adoption of New

Employment Retirement Benefits VI. New Business A. Consideration of $100 Holiday Gift Cards for Employees

B. Benchmark Reports 1. Quarterly Risk Management 2. HCAHPS Inpatient Satisfaction

VII. Executive Session under ORS 192.660(2)(h) To consult with counsel

concerning the legal rights and duties of a public body with regard to current litigation or litigation likely to be filed.

VIII. Open Discussion Adjournment

Next Regular Meeting – Thursday, December 17* – SCHHC

* As published, the November and December meetings are moved to the 3rd Thursday of the month due to the Thanksgiving and Christmas holidays.

1

CONSENT AGENDA

Minutes

October 22, 2015

2

SCHD Board of Directors Meeting Minutes Page 1 of 6 October 22, 2015

Southern Coos Health District Minutes

Board of Directors Regular Meeting & Executive Session

October 22, 2015 7:00 p.m.

I. Call to Order

This regular meeting of the Board of Directors for Southern Coos Health District was called to order at 7:00 p.m. by Esther Williams, Board Chair.

Members Present: Esther Williams, Board Chair; Carol Acklin, and David Allen, Directors; Bob Hundhausen, Secretary; and Brian Vick, Director. Administration: Charles Johnston, Megan Holland, MD; Robin Triplett, Carol Meijer, Kim Russell, and Robert S. Miller, SCH Legal Counsel. Additional Staff Present: Mandy Calvert, Dennis Jurgenson, and Cyndy Vollmer. Public: Donna & Jim Reilly; Amy Moss-Strong, Editor, Bandon Western World

II. Public Input None.

III. Consent Agenda

Brian Vick moved to approve the Consent Agenda, Carol Acklin seconded the motion. All in Favor. The motion passed unanimously. Discussion: Bob Hundhausen inquired about the 60-days cash on hand recommendation by the auditors. This was relative to the ICD-10 coding concerns that Medicare may not be up to speed with reimbursements.

IV. Staff Reports

A. CEO Report:

Strategic Plan: The Strategic Plan now includes the new JCC goals approved in September. The next item will be the stop light survey to study out-migration of patients, and the 5-year financial plan scheduled for December of this year. Physician Recruitment: This will be addressed further in Executive Session. We have signed with surgeon Dr. Pense who is eager to start after the first of the year. Physical Therapy – Robin Triplett, Carol Meijer, Sarah Barry and Charles Johnston met with representatives from Southwest Physical Therapy about delays and PT assessments. It was a very good meeting and they understand our needs. Their agreement has not been updated in some time. Robin Triplett is looking into their request to increase the fee structure. Carol Meijer also met with a Physical Therapist today to review equipment organization in the Swing Bed area. Voice Dictation System: SCH shared the expense of approximately $8,000 with Emcare. This change should improve our ability to attract and retain quality ER physicians who would not come here before. This equipment integrates with our current electronic documentation record. They open a document within Evident, drop the cursor into the document, plug in the microphone and they can speak/dictate directly into the document; edit, spellcheck, etc. Provider

3


feedback has been very positive. Employee education: If an employee wishes to further their SCH career education we try to work with them. We have a nurse who is wanting to become a certified wound care specialist via on-line courses and some class time. She will sign an agreement to work with us a minimum of 4 more years after her certification and will pay back the loan with interest. This is also a planned succession as our current wound care specialist is gradually planning to retire and will mentor her, continuing the excellent wound care services we provide at the Clinic. Signage: Several meetings have taken place with Charles, Scott McEachern and Michelle Hampton from the City of Bandon Planning Dept. to review signage limitations and requirements for the Clinic and Foundation Buildings. We are approved and need to finalize design. Culture Change Consulting: One company so far has been identified that would create a customized questionnaire and use focus groups with random employees to provide input rather than the typical survey and questionnaire format, and we are looking for at least 2 more for consideration. Annual Oregon Rural Healthcare Conference: Charles will be attending the Annual Rural Healthcare Conference next week. He is looking forward to attending a session on future changes for licensure for small Critical Access Hospitals. Marketing: We have had several articles in the Bandon Western World regarding the Pyxis system, Amy Wood, and increased advertising for her practice, as well as a new TV commercial. Scott is currently attending a planned giving conference in Florida. Discussion: Bob Hundhausen inquired about solar panel update. Dennis Jurgenson reported that the battery backup is costly and he has not found a single reference of solar power in use as disaster backup. His recommendation is to put transfer switches in place to divert to the current emergency generators we have, as the most effective and cost efficient solution. Esther Williams requested further information about the culture change topic brought forward by Carol Acklin in September. Cyndy Vollmer shared that so far the initial consulting firm she has found that appears to best serve our needs is based out of Portland and is recommended by 2 HR directors from other hospitals, using a customized questionnaire, and selecting random employees for focus group input, as opposed to other consultants who offer an initial survey and then sell their tools.

B. CFO Report

Robin Triplett provided a review the CFO Report. September inpatient days were down 10.9% from 2014 while Swing Bed patient days were up 52.6% from last year. All other ancillary services are up YTD and month-to-month with the exception of surgeries. For the month of September SCHHC reports a profit $63,002, and YTD $151,078. Net Revenue was above budget by 6.4%, expenses were 2.4% above budget in September, and YTD above by 3.2%. Robin reminded that the decision was made not to raise rates again this year, as it was estimated that business would pick up by approximately 5%. With Net Revenue at 6.4% above budget we are exceeding that estimate. Expenses for the month were 2.4% above budget, and YTD up 3.2%. Net Operating Revenue is 22.7% higher than last year at $4.237M compared to $3.454M from prior year. Expenses are 9.2% higher than last year, but are in line with the first 3 months of last year. Days Cash-on-Hand is at 74.3 with the benchmark being 60. Our long-term goal is 90-days. November is the month in which we receive property tax revenue. Days in A/R are down to 67.1 (today at 62.4) with this benchmark also at 60. Gross Payroll was down to $583,000. Overtime is down to $18,000, with Radiology, Lab, and some Nursing, requiring registry use in hard-to-fill positions. The Clinic had 522 total patient visits, up from prior month. In Primary Care, Amy Wood, NP, had 127 patient visits, and

4


Dr. Holland had 214. We had 99 patient days in September. Marketing of Swing Bed services may play a role in this increase. When the Roche lab analyzer was out of service, our bill from Peace Health for lab processing went from an average of $5,000 per month to $18,000 in September. The State Pool balance is $3.516M with $5,500 transferred to the Board Fund which will soon be paid in full.

C. Medical Staff Report Dr. Holland submitted the following Medical Staff recommendations:

60 day privileges extended another 60 days for further investigation of Dr. Youssef’s application for privileges:

Raphel El Youssef, MD General Surgery 6 months Provisional privileges: Ramine Yazhari, MD Emergency Medicine Kenneth Lindsy, MD Emergency Medicine

Douglas Orsel, MD Emergency Medicine Steven Blackthorne, MD Emergency Medicine

Courtesy Staff (2 year term): Jack Rosoff, MD Emergency Medicine Cory Ondler, MD Emergency Medicine

David Johnson, MD Emergency Medicine Bob Hundhausen moved to extend privileges as presented by Dr. Holland. Brian Vick seconded the motion. The motion passed unanimously. Discussion: It was confirmed that the courtesy staff are Emcare physicians. Dr. Holland expressed her concern regarding the Roche lab analyzer down-time that has created problems for providers and patients.

V. Old Business

A. Ortho Vitros Lab Analyzer and Roche Contract Status

The Roche agreement term ends in June 2016. Clarice Tyler and Robert Miller have been reviewing the agreement to work with Roche toward an earlier exit from that agreement. We have been informed that the Ortho Vitros analyzer may be available to us by December but it may be as late as March if the order is placed now. Once in place there is a required 6-week period of side by side validation crossover studies to be performed. Under these circumstances the worst case scenario is that we will have a 3-month period of time where we must fulfill the Roche agreement. David Allen moved to proceed with the purchase of the Ortho Vitros Analyzer at this time. Carol Acklin seconded the motion. Discussion: Brian Vick asked for confirmation that the Roche equipment is not serviceable. The service out of Portland has not been timely, and the equipment is 12 years old. The Ortho Vitros contract will save the hospital $15,000 annually and add tests not currently able to be performed. All in favor. Unanimous decision.

5


B. SDAO Best Practice Checklist – 2015 Kim Russell reviewed the status of the 2015 SDAO Best Practice Checklist requirements for the hospital board, requiring special districts to adopt a resolution to comply with state public meeting and records law, to formally adopt parliamentary procedure rules for public participation, requiring that each board member have a copy of the Oregon Government Ethics Law - Guide for Public Officials, that board members are aware of the requirements for declaring an actual or potential conflict of interest under Oregon Ethics Law, are aware of statutory provisions exempting certain public records, and suggesting that special districts adopt a formal public meeting and records policy to assure compliance.

1. Consideration of Resolution 2015-03 to Adopt District Compliance with State of Oregon Public Meeting and Records Law

Bob Hundhausen moved to approve Resolution 2015-03 and acknowledge that parliamentary procedure is followed. Carol Acklin seconded the motion. Discussion: David Allen expressed concern about the potential cost of providing records due to past experiences. He was assured by the CFO and hospital legal counsel that the fees for research and copies as presented in the policy are reasonable and customary. Mr. Miller stated that if the hospital experiences an abuse of the request policy, legal counsel should be consulted. All in favor. Unanimous decision.

VI. New Business

A. Consideration of Retirement Plan Amendments Charles introduced Robin Triplett to present a review of the Employee Retirement Plan Amendments after careful annual review by Robin Triplett, Cyndy Vollmer, and Donna Reilly. Suggested changes to the plan will be improved in 3 areas: minimum hours required for eligibility will change from 8-hours per week to 24-hours per week, bringing this plan in line with other waiting periods and requirements. This would affect only one employee who is already choosing to not participate in the 403B plan. The vesting schedule will change to a 3-year plan, with employees becoming 100% vested at the end of their third year of employment. The current plan is tiered with staff 25% vested after 2-years, 50% after 3-years, 75% after four-years, and 100% after five-years. These new benefit changes may be a tool for employee retention. When this change occurs January 1, 2016, 6 employees will be automatically vested; 23 will be eligible the 2nd year, and another 24 will be fully vested in the third year. Everyone is vested sooner. As a retention tool, many employees at the two-year mark now think they have 3 more years to be vested, but with this plan they only have one more year. The normal retirement age would be the latter of the attainment of age 65 or the end of the 3rd year, or 4th anniversary of employment, to prevent someone from coming onto the plan at age 64 and being vested in one year. Right now employees only need to work 416 hours per year to participate in the plan, where the new plan moves that to 1,248 hours per year to be eligible to participate in the plan. David Allen moved to accept the retirement plan amendments as presented. Carol Acklin seconded the motion. Discussion: With acceptance of the plan tonight, Robin

6


Triplett will be providing the Resolution for approval at the November 19 regular meeting. It was asked, regarding retention, why would we not retain employees longer if they are fully vested at 5 years? Robin explained that we see attrition in the 1-2 year employment period. All in favor. Unanimous decision. B. Benchmark Reports

1. Quarterly Risk Management – This report is moved to the November meeting due to employee medical leave.

2. National Core Measures – Carol Meijer presented the National Core

Measures report. Of the six measures, only two were measureable or recorded over a long enough time period to be measureable. On page 52 of the board packet, “Heart failure patients to be given an evaluation of left ventricular systolic (LVS) function,” this statistic is based on provider documentation. While this number is still down, the number is improved with our ability to order Echocardiograms, the steady rotation of Emcare physicians, and our full-time Hospitalist on staff, this number will continue to improve. Page 53, “Pneumonia patients given the most appropriate initial antibiotic(s),” See Footnote 3, “Too short of a time period to be statistically valid,” this applies when fewer quarters of data than required are displayed, indicating that our patient volume in this category was not sustained for a long enough period of time to be measureable. No penalty or rewards are assigned to these ratings. CMS is in the process of revamping these six Core Measurements. The CMS goal is to eventually tie our payments back to quality in the future. Carol Meijer will bring changes to the attention of the board when they occur.

VII. With no further discussion, at 7:58 p.m., Ms. Williams announced closure of the

Open Session and moved to Executive Session under ORS 192.660(2)(a) and 192.660(7) to consider the employment of an officer, employee, staff member or agent and ORS 190.660(2)(f) to consider information or records that are exempt from disclosure by law, including written advice from legal counsel.

At 9:00 p.m. the Board returned to Open Session. No action will be taken from

Executive Session.

Open Discussion: Brian Vick was pleased that the free drive-through vaccination clinic went well with 500 flu shots administered. The Auxiliary helps sponsor the event with a $2,000 donation. David Allen added that this has been a successful annual program that is a part of the disaster triage preparedness practice. Bob Hundhausen is pleased with the illuminated hospital signage and discussion continued to include progress with the City of Bandon on Clinic signage, noting that Clinic hours at this time do not necessitate illumination of their signs. Esther Williams announced that two former hospital managers passed away recently, Jeff Stitt, and Brian Mitchell. The hospital has sent condolences to the families.

7


Adjournment

With no further discussion, Ms. Williams adjourned the meeting at 9:05 p.m. The next regular meeting of the Southern Coos Health District Board of Directors will be as scheduled on Thursday, November 19 at 7:00 p.m. in the Hospital Conference Room.

Esther Williams, Board Chair Robert J. Hundhausen, Secretary

8

FOUNDATION REPORT

9

Southern Coos Health Foundation Report

November 2015

SCHF recently submitted a grant proposal to the Mike and Lindy Keiser Fund of the Oregon Community Foundation for $50,000 in support of the purchase of a new Nurse Call System. The current Nurse Call System is critically outdated: the manufacturer has stopped manufacturing parts for the system and thus does not offer service contracts. Our engineering team, led by Dennis Jurgenson, has cobbled together ingenious workarounds to keep the system running. In order to uphold our mission of providing high quality healthcare to our patients and to remain compliant, we need to focus fundraising efforts on the Nurse Call System. SCHF is in the process of sending requests to several local family foundations, including the Sprague Foundations and the Crane Creek Family Foundation. Lisa and Kevin Murray, owners of the local Human Bean franchise, ran the 10th annual Coffee

for a Cure promotion on October 23, 2015. They donated all proceeds from coffee and baked goods to SCHF for our Free Mammo program. Coffee for a Cure raised over $1,800, representing a 20.3% increase over the 2014 event. Many thanks to all of you who went and bought your coffee fix at The Human Bean—you’re supporting access to health screening for women across the southern Oregon coast. The Flu Clinic in October was a great success. We raised $1,987 from on-site donations and the SCHC Auxiliary has pledged a donation of $2,000 toward the clinic expenses. The total expenses were $5,300, leaving a balance of $1,313 in expenses, which the SCH Foundation has agreed to cover via proceeds from the 2015 Golf for Health Classic. SCHF will organize Stars for Health, an annual holiday fundraiser, beginning the week after Thanksgiving. We are working with several SCHC staff, notably Cathy Mann and Deb Steele in the Admitting Department, to design a cost-effective yet beautiful ornament to hang on a tree in the lobby. We will offer the ornament to staff and public for their minimum donation. Once purchased, we will print on a cardstock tag a message, family name, honoree, or other memorial per the desire of the purchaser. After the Thanksgiving holiday, look for advertising in the paper and the Coffee Break, as well as signage around the hospital. Donor Tree Update: at October’s SCHF meeting, board members approved a budget of $4,000 to construct a donor tree in SCHC’s main lobby area. We have determined the best placement for the donor tree as the expanse of wall between the radiology doors. The price points will be $250 (silver), $500 (bronze), and $1,000 (gold) for the three colors of leaves, with boulders at $5,000 for major donors and corporations. We are working with a designer in Coos Bay, at Oregon Connection, to build a Myrtlewood trunk and the boulders, and we have sourced tree leaves.

10

CEO REPORT

11

CEO REPORT

November 2015

Physician Recruitment: Dr. Pense has received his Oregon license and will begin his surgery practice after the first of the year. We have a candidate from Jackson Coker, Dr. Michael Brackett that appears to be a viable family practice physician (CV attached). Dr. Holland will be contacting him for a phone interview and from that we will determine whether or not to bring him to Bandon for an interview. We are also in the process of using some of the contingency firms to recruit a Swing Bed/Discharge Planner for us and a couple of candidates are already under review. Rural Health Conference: I attended the Oregon Rural Health conference at Gleneden Beach at the end of last month and was impressed with the focus that our association is putting on growth for swing bed usage in Critical Access Hospitals. Allevant Services out of Pennsylvania made a very good presentation that encouraged all CAH to improve services to swing bed patients due to the expected increase in need due to the aging baby boomer generation. The Oregon Hospital Association is negotiating with Allevant to do a seminar for our group so that the expense could be shared. I indicated we would be very interested if that could be arranged. Unfortunately, Lynne Saxton the Director of the Oregon Health Authority and Governor Brown were not able to attend so no presentation on licensure change for hospitals was made. CEO Contract: Pursuant to the Board’s action from August 22, 2015, you will find an updated CEO contract prepared by Robin Miller with assistance from David Allen. The only changes to what currently exists are: Removal of the original relocation bonus, the start date is scheduled to be April 1, 2016 and end date will be September 1, 2017, reducing from 10 months to 6 months the date for notice of no-renewal or re-negotiation of this contract, and the simplification of the arbitration procedure by Robin Miller. Employee Gift Cards: On the agenda we will again be asking for approval to give our employees holiday gift cards. As you recall the gift cards are in the amount of $100 each and every employee, full- or part-time will receive one. This year the gift cards will be for Price and Pride grocery store to help our staff enjoy the holiday season. We will be working on the financial possibility of having a hospital contribution to employee retirement accounts and should have a report and recommendation for our December meeting. Painting: Painting of the main hospital building is nearing completion. Weather obviously plays a big part on the exact time it will be finished. Chemistry Analyzer: We have an initial indication from Roche that they expect us to fulfill our service contract with them for the old analyzer we are replacing that runs until August of 2016. We will not need this equipment or service past February or March of next year. As you recall, one of the main reasons we are replacing the Roche equipment with Ortho Vitros equipment is due to the fact it has been repeatedly breaking down and their service personnel have not been able to provide a permanent fix. Clarice, our Lab Manager, will be working with Robin Miller to see if we can convince the higher ups at Roche that it would be in their best interest to let us dissolve the contract early.

12

Marketing Report: In October, SCHC received press coverage for several of our ongoing programs: Coffee for a Cure, held on October 23, 2015, and raised over $1,800 for free mammograms for underinsured residents of the southern Oregon coast. For more detail, please see the Foundation Report. SCHC Annual Flu Clinic, held on October 7, 2015, raised nearly $2,000 from onsite contributions. The event is also supported by the SCHC Auxiliary, who contributed both volunteer hours and funds for the vaccines distributed. The SCHHC October

Art Show Black, White, and Read All Over has been a great success. We have sold seven pieces of artwork, by far the most in over a year. These art shows are a key element in SCHC’s public outreach and we thank Ava Richey and Susan Lehman for their hard work coordinating the shows. Also in the news, local resident and friend of the hospital Mary Anker wrote a letter to the editor in October praising members of the SCHC ER:

“On a recent Sunday morning I cut my hand on the lid of a can I was opening, necessitating a trip to the emergency room at Southern Coos Hospital for some sutures. I would like to thank the staff there that day: Dr. James Woods, Nicki Stafford RN, and Julie Buck, for their quick, kind and professional help. Thank you for being there when I needed you.”

SCHHC Marketing Dashboard: Due to the early SCHD Board meeting this month, we have not received the data for the SCHHC Marketing Dashboard. We will have a completed dashboard for next month’s meeting.

13

CFO REPORT

14

CFO - 1

CFO - 2

CFO - 3

CFO - 4

CFO - 5

CFO - 6

CFO - 7

CFO - 8

CFO - 9

MEDICAL STAFF REPORT

15

MEDICAL STAFF REPORT

NOVEMBER 10, 2015

6 months Provisional privileges

Michael Milstein, MD Radiology Dr. Park motion to approve Dr. Keizer second Motion passed

Courtesy Staff (2 year term):

James E Sharp, OD Optometry Dr. Park motion to approve Dr. Keizer second Motion passed

16

OLD BUSINESS

A. Consideration of Revised CEO Agreement B. Consideration of Workplace Culture

Consultant

C. Consideration of Resolution 2015-04 Adoption of New Employment Retirement Benefits

17

CHIEF EXECUTIVE OFFICER CONTRACT OF EMPLOYMENT WITH SOUTHERN COOS HEALTH DISTRICT

This is a contract of employment entered into effective this ___ day of October, 2015, by and between the Southern Coos Health District, located in Coos County, Oregon, acting through its Board of Directors (hereinafter called the “District”) and Charles Johnston (hereinafter called “CEO”). The purpose of this agreement is to establish the mutual and respective responsibilities, terms, and conditions under which the CEO will perform services for the District as its Chief Executive Officer. Subject to the provisions for termination set forth below in this Agreement, the term of CEO’s employment with District under this Agreement shall be for a period of time commencing the 1st day of April, 2016 and ending on the 30th day of September, 2017. The term of this Agreement can be extended by the parties only by a separate written agreement, signed by both of the parties and which references this Agreement. l. The CEO will render full-time services to the District in the capacity of Chief

Executive Officer of the District. The CEO will at all times, faithfully, industriously and to the best the CEO’s ability, perform all duties that may be required of him by virtue of his position as Chief Executive Officer including, but not limited to, all duties set forth in District bylaws, policy statements, and directives of the Board of Directors of the District (hereinafter called “Board”). It is understood that these duties shall be substantially the same as those of a chief executive officer of a business corporation. The CEO shall have and shall perform any special duties assigned or delegated to him by the Board.

2. In consideration for these services as Chief Executive Officer, the District agrees to

pay the CEO a base salary of ONE HUNDRED SIXTY FOUR THOUSAND AND EIGHT HUNDRED DOLLARS ($164,800.00) per annum, or such other figure as shall be agreed upon following an annual review of the CEO compensation and CEO performance by the Board. The annual review shall occur on or about January 2017. Salary shall be payable in accordance with the payroll policies of the District. The CEO may elect to defer such portion of his salary to the extent permitted by law in accordance with policies established by the District.

3. Additional Benefits and Compensation 3.1 The CEO shall be entitled to 28 days of paid time off (hereinafter “PTO”) in

lieu of vacation, sick leave, and holiday time off per year, which includes the seven paid holidays currently recognized by the District, to be taken at times agreed upon by the CEO and Board. To encourage PTO hours to be used for actual time off, maximum PTO hours available is capped and may not be accrued beyond 248 hours, and unused accrued PTO hours may not be cashed out by CEO other than upon termination of employment with the District.

18

Chief Executive Officer Contract of Employment with Southern Coos Health District Charles Johnston Page 2 of 6 _____________________________________________________________________________________________

3.2 In the event of a single period of prolonged inability to work due to the

results of a sickness or an injury, the CEO will be compensated at 60% CEO’s annual base salary for a period not to exceed six months from the date of the sickness or injury.

3.3 In addition, the CEO will be permitted to be absent from the District during

working days to attend business and educational meetings and to attend to such outside duties in the healthcare field as have been agreed upon by the Board. Attendance at such approved meetings and accomplishment of approved professional duties shall be fully compensated service time and shall not be considered vacation time. The District shall reimburse the CEO for all expenses incurred by the CEO incident to attendance at approved professional meetings, and such entertainment expenses incurred by the CEO in furtherance of the District's interests; provided, however, that any such reimbursement is approved by the Board, and expenses for alcoholic beverages shall be considered personal and are not subject to reimbursement.

3.4 In addition, the CEO shall be entitled to other fringe benefits not addressed

in this contract and to which all other employees of the District are entitled. 4. The District agrees to pay dues to professional associations and societies and to such

service organizations and clubs of which the CEO serves as a member to promote the best interests of the District.

5. The District also agrees to:

5.1 insure the CEO under its general liability insurance policy for all acts done

by him in good faith as Chief Executive Officer throughout the term of this contract;

5.2 provide, throughout the term of this contract, term life insurance for the CEO

in an amount equivalent to two times CEO’s annual base salary, payable to the beneficiary of his choice;

5.3 provide comprehensive health and major medical insurance & dental

insurance for the CEO and his family after completion of initial 90 days of successful employment. CEO shall select such coverage from the plan which is offered to other employees of the District. Premiums for such insurance policies will be paid by the District, but CEO, and / or his family shall be subject to and responsible for payment of any deductible and coinsurance requirements of such Health and Dental plans.

5.4 provide a monthly car allowance at the flat all inclusive rate of $400 per

month, which shall be paid to CEO in lieu of mileage reimbursement for use of personal vehicle.

19


5.5 contribute on behalf of the CEO a sum equal to no less than TWELVE

PERCENT (12%) of CEO’s base salary to a tax deferred or tax sheltered annuity program to be identified by CEO. Contributions shall be made on the same schedule as payroll processing (currently 26 times per year) .

5.6 provide cell phone / pda benefit via reimbursement of CEO actual cost for one

such device during term of contract

6. The Board may, in its discretion, terminate this Agreement and the CEO's duties hereunder. Such action shall require a majority vote of the entire Board and become effective upon written notice to the CEO or at such later time as may be specified in said notice. After such termination, the District shall continue to pay the CEO’s then current base salary for a period of 12 consecutive months following the effective date of termination of this contract as an agreed upon severance payment. During this 12 month time period, the CEO shall not be required to perform any duties for the District or come to the District. Neither shall the fact that the CEO seeks, accepts, and undertakes other employment during this period affect such payments. Also, for the period during which such payments are being made, the District agrees to keep the CEO’s group life, health, and major medical insurance coverage paid up and in effect and the CEO shall be entitled to outplacement services offered by the District.

The severance arrangements described in this paragraph 6 will not be payable in the

event that the CEO’s employment is terminated due to the fact that the CEO has been charged with any felony criminal offense, or any misdemeanor criminal offense related to substance abuse, healthcare fraud or abuse, violent crimes, sexual misconduct, crimes involving children, crimes involving the operation of the District, or has been excluded from Medicare, Medicaid, or any other Federal Healthcare Program, or for willful and continuous failure or refusal of the CEO to comply with the written policies, regulations or Board directives of the District which may from time to time be changed or modified by the District’s Board of Directors.

7. Should the Board in its discretion change the CEO's duties or authority so it can

reasonably be found that the CEO is no longer performing as the Chief Executive Officer of the District and/or its parent corporation, the CEO shall have the right, within 90 days of such event, in his complete discretion, to terminate this contract by written notice delivered to the Chairman of the Board. Upon such termination, the CEO shall be entitled to the severance payment described in Paragraph 6, in accordance with the same terms of that Paragraph. If the District’s Board of Directors disputes that the duties or authority of the CEO has been changed so that is can reasonably be found that the CEO is no longer performing as the CEO of the District, this dispute shall be resolved as provided in paragraph 20.

8. If the District is merged or sold, the CEO may, at the CEO’s discretion, terminate

this Agreement or be retained by any successor corporation to or holding company of

20


the District. If the CEO elects to terminate his employment at such time, he shall be entitled to the same severance arrangement as would be applicable under Paragraph 6 if the District had terminated his employment at such time. Any election to terminate employment under this Paragraph must be made prior to the District's merger or sale, as applicable. If the CEO elects to continue to be employed by the District or its successor organization, all of the terms and conditions of this Agreement shall remain in effect. The District agrees that neither it nor its present or any future holding company shall enter into any agreement that would negate or contradict the provisions of this Agreement.

9. Should the CEO in his discretion elect to terminate this contract for any other

reason than as stated in Paragraph 7 or 8, he shall give the Board 90 days written notice of his decision to terminate. At the end of the 90 days, all rights, duties and obligations of both parties to the contract shall cease and the CEO will not be entitled to severance benefits.

10. If an event described in Paragraphs 6, 7, or 8 occurs and the CEO accepts any of the

severance benefits or payments described therein, the CEO shall to the extent not prohibited by law be deemed to voluntarily release and forever discharge the District and its officers, directors, employees, agents, and related corporations and their successors and assigns, both individually and collectively and in their official capacities (hereinafter referred to collectively as “Releasees”), from any and all liability arising out of the CEO employment with the District and/or the cessation of said employment. Nothing contained in this paragraph shall prevent the CEO from bringing an action, under paragraph 20, to enforce the terms of this Agreement.

11. The CEO shall maintain confidentiality with respect to information that he receives

in the course of his employment and not disclose any such information. The CEO shall not, either during the term of employment or thereafter, use or permit the use of any information of, or relating to the District in connection with any activity or business and shall not divulge such information to any person, firm, or corporation whatsoever, except as may be necessary in the performance of his duties hereunder or as may be required by law or legal process.

12. During the term of this employment and during the 24 month period following

termination of his employment, the CEO shall not directly own, manage, operate, join, control, or participate in or be connected with, as an officer, employee, partner, stockholder, or otherwise, any other hospital, medical clinic, integrated delivery system, health maintenance organization, or related business, partnership, firm, or corporation (all of which hereinafter are referred to as “entity”) that is at the time engaged principally or significantly in a business that is, directly or indirectly, at the time in competition with the business of the District within the service area of the District. The service area is defined as Coos, Curry and Western Douglas Counties. Nothing herein shall prohibit the CEO from acquiring or holding any issue of stock or securities of any entity that has any securities listed on a national securities exchange or quoted in a daily listing of over-the-counter market securities, provided

21


that at any one time the CEO and members of the CEO’s immediate family do not own more than 1 percent of any voting securities of any such entity. This covenant shall be construed as an agreement independent of any other provision of this Contract, and the existence of any claim or cause of action, whether predicated on this Contract or otherwise, shall not constitute a defense to the enforcement by the District of this covenant. In the event of actual or threatened breach by the CEO of this provision, the District shall be entitled to an injunction restraining the CEO from violation or further violation of the terms thereof.

13. The CEO shall not directly or indirectly through his own efforts, or otherwise,

during the term of this Contract, and for a period of 24 months thereafter, employ, solicit to employ, or otherwise contract with, or in any way retain the services of any employee or former employee of the District, if such individual has provided professional or support services to the District at any time during this Contract, without the express written consent of the District. The CEO will not interfere with the relationship of the District and any of its employees and the CEO will not attempt to divert from the District any business in which the District has been actively engaged during his employment.

14. Terms of a new contract shall be completed, or the decision made not to negotiate a

new contract made, not later than the end of April 2017, but the failure to do so shall not extend the term of this contact. This contract and all its terms and conditions shall continue in effect until the end of the term

15. This contract constitutes the entire agreement between the parties and contains all

the agreements between them with respect to the subject matter hereof. It also supersedes any and all other agreements or contracts, either oral or written, between the parties with respect to the subject matter hereof.

16. Except as otherwise specifically provided, the terms and conditions of this contract

may be amended at any time by mutual agreement of the parties, provided that before any amendment shall be valid or effective it shall have been reduced to writing and signed by the Chairman of the Board and the CEO.

17. The invalidity or unenforceability of any particular provision of this contract shall

not affect its other provisions, and this contract shall be construed in all respects as if such invalid or unenforceable provision had been omitted.

18. This agreement shall be binding upon the District, its successors and assigns,

including, without limitation, any corporation into which the District may be merged or by which it may be acquired, and shall inure to the benefit of the CEO, his administrators, executors, legatees, heirs and assigns.

19. This agreement shall be construed and enforced under and in accordance with the

laws of the State of Oregon.

22


20. ARBITRATION. Any controversy or claim arising out of or relating to this Contract, except for claims whereby either party seeks injunctive or equitable relief, shall be resolved, if at all, through binding arbitration conducted under rules and procedures of the American Arbitration Association, with the following stipulations: 20.1 the arbitration shall be before a single arbitrator; 20.2 The arbitration shall conducted in Coos County, Oregon; 20.3 CEO and District will pay their own costs of arbitration, and each will be

obligated for one half of the arbitrator’s fee. In the event of arbitration under the provisions of this contract, the prevailing party shall be awarded reasonable attorney fees and related costs.

20.4 If arbitration is commenced, the parties agree to permit discovery

proceedings of the type provided by the Oregon Rules of Civil Procedure both in advance of, and during recess of, the arbitration hearings. ORS 183.450 (1) through (4), where applicable, shall control the admission of evidence at the hearing in any arbitration conducted hereunder, provided however no error by the arbitrator in application of the statute shall be grounds as such for vacating the arbitrator’s award. Each party shall be entitled to present evidence and argument to the arbitrator. The arbitrator shall give written notice to the parties stating the arbitration determination and shall furnish to each party a signed copy of such determination and judgment so the award may be entered in any court having jurisdiction over the parties. The parties agree that all facts and other information relating to any arbitration arising under this Contract shall be kept confidential to the fullest extent permitted by law.

20.5 The parties agree that the arbitrator shall have no jurisdiction to render an

award or judgment for punitive damages. The parties agree that the decision of the arbitrator shall be final and binding on the parties and a judgment may be entered on the arbitrator’s award. Unless otherwise inconsistent herewith, the provisions of ORS Chapter 36 shall apply to any arbitration hereunder. The duty to arbitrate shall survive the cancellation or termination of this contract.

This contract is signed this _________ day of October, 2015. SOUTHERN COOS HEALTH DISTRICT CHIEF EXECUTIVE OFFICER by: ________________________________________ _______________________________________ Signature of Chair, Board of Directors Signature of Charles Johnston

23

RESEA

RCH RESULTS OF HUMAN RESOURCE CONSU

LTANTS

List of Compan

ies Called:

Decision W

ise

HR Answ

ers

Hay Group

Culture Amp

Gallup

SHRM

Health Stream

Van

Zant Resource Group

List of Compan

ies Interviewed:

Nam

e

Services

Cost

Culture Amp

Strictly computerized survey company

$4k Annual Fee

Decision W

ise

Survey, focus groups, consulting

$8k ‐ $10k

Hay Group

Survey, sub‐set focus groups, consulting

$9k ‐ $11k

HR Answ

ers

Mini survey, focus groups, consulting

$10k ‐ $15k

24

SUMMARY OF IMPROVEMENTS TO EMPLOYEE RELATIONS

Since last year we have been working towards improving our work environment and we have made many positive changes. The following is a list of our accomplishments:

1. Recognizing what an impact our managers have on our hospital, we enrolled each of our managers in the Fred Pryor Training Rewards program which offers over 2500 courses covering various topics.

a. This program was kicked off with an off-site seminar about management skills. b. Our managers are assigned courses as a group so we can all learn the same

concepts. So far the assignments are: i. Four Conflict Management courses have been completed by managers.

ii. Five courses in the Employee Engagement series have been assigned to managers. According to SHRM, the largest HR membership organization in the world, employee research has grown from focusing on if employees are happy or satisfied, to today’s focus on if employees are engaged. Research finds an engaged employee will provide more effort than a disengaged employee which leads to positive employee performance.

c. Managers also have the opportunity to assign courses to their staff to provide employee education.

2. Leadership team members are working closely with their managers to support effective management skills.

3. In the past few months we have new Managers in our Lab, Radiology, Respiratory Therapy, HIM and IS departments and two new supervisors in the Nursing Department.

4. Last December, we had a well-attended Holiday party, as many of you witessed yourself. There were 86 attendees. This year’s event should prove to be just as successful.

5. We revitalized the Employee Activity Committee (EAC) and we have 14 “fun” members from various departments. The committee has hosted the following popular events:

a. Monthly birthday celebrations b. An Irish-themed potluck c. Hospital BBQ d. A Halloween-themed potluck e. A hospital picnic with 84 employees and their family members f. This month the EAC committee is providing snacks for a “tailgate” party and the

Dietary Department is offering free chili dogs to all employees.

6. We brought back the monthly Employee Newsletter which recognizes the efforts of a different department each month; lists the names of “lifesaver” recipients; introduces new employees; announces birthdays and anniversaries; shares hospital events; and insightful comments from our CEO.

7. For the first time in years, we were able to provide participating employees up to a 3% match of their retirement contributions last February.

25

NEW BUSINESS

A. Consideration of $100 Employee Holiday Gift Cards

B. Benchmark Reports

1. Quarterly Risk Management 2. HCAHPS Inpatient Satisfaction

26

2015 Quarterly Risk Management Report

QUANTITATIVE RISK ACTIVITIES 4th 3rd 2nd 1st

Mortality

Deaths 4 4 14

Patients Coded 3 0 4

Human Capital

Reported employee injuries 4 6 5

Employees with filed workman's compensation claims 3 4 3

Days lost due to injuries 3 3 3

Total # of Employee Blood Borne Pathogen Exposure 0 0 0

Legal/Regulatory

Patients leaving AMA or prior to treatment 4 14 28

Transfers for a higher level of care 49 53 88

Transfers for physician specialties not provided 18 13 18

Transfers for tests not available 2 2 0

Transferred for patient/family request/provider not on staff 0 0 0

Total # of Patients transferred 65 68 106

Charts Requested for Legal Release 1 8

QUANTITATIVE RISK ACTIVITIES

Falls 2 2 2

Incidents adversely impacting patient 0 0 0

Transfusion reactions 0 0 0

Hospital‐acquired patient infections 0 0 0

Hospital Acquired Stage III or Stage IV Pressure Ulcers 0 0 0

Unplanned returns to surgery 0 0 0

Surgical errors 0 0 0

I would like to remove Unplanned returns to Surgery and Surgical Errors as they would be included in

the Incidents adversely impacting patients.

27

HCAHPS Board Report

November 2015

28

southern coos health district board of directors …...therapy – robin triplett, carol meijer,...

Documents