 So, good afternoon, everyone. We're going to get started. So, the first item on our agenda is the Executive Director's Report, Susan Barrett. Yes, thank you, Mr. Chair. I have one additional item to add to today's agenda, and so this will be one care will present on a risk mitigation strategy for the 2018 budget order with a potential board vote. We will put this as item number five on today's agenda. Here are no objections. I'll place it as item five on the agenda. And then, as a reminder, we have a very busy month ahead. We will be hearing, we will have two hearings on the exchange rate review, and those are on Monday, July 23rd at 9 a.m. over at the State House. That's in Room 10. That's through across the shield. And then on Tuesday, July 24th, we have our second rate review hearing for MEP Health Care at 9 a.m., and that's located in Room 11 at the State House. We'll also have an additional public comment period on Tuesday, July 24th, and that's located at Memorial Room at the Montpelier City Hall, and that starts at 4.30 to 6.30, again, on July 24th. And all of this information is on our website. We might also want to mention the workforce element that casts the University on August 2nd. And then I will mention on August 1st the GMCB Advisory Committee meeting. So busy time ahead. Thank you. Thank you, Susan. Next item on the agenda are the minutes of Wednesday, June 27th. Is there a motion? Second. Second. Marine has moved to approve the minutes of Wednesday, June 27th. Without any additions, deletions or corrections. Thomas seconded. Any discussion? If not, all those in favor signify by saying aye. Aye. Any opposed? Yes, somebody was busy on an island. Okay. At this point, we'll invite Melissa and Mike and Pat and Michelle to come down. Are you breaking it up into two and two again or are you doing all four? Three. Three. No. Okay. So whenever you're ready. Thank you very much, Chairman Mullen. Today is, uh oh, okay, there we go. So today we are back to review the 2019 ACO guidance and the 2019 Medicare ACO initiative. We first presented the ACO budget and recording requirements to you on June 13th and had that open for two weeks of public comment. So we will review that and discuss a potential vote. Then we will also be following up on the 2019 quality measure set that's required for the 2019 Medicare ACO initiative and some operational changes that are being considered for that ACO initiative. And then finally, we will review a timeline for new certification criteria that was legislated in 2018 by the Vermont legislature. So we received two written comments on the 2019 ACO budget guidance. The first was from the Vermont legal aid and the healthcare advocate provided comments on two areas. One was patient affordability and cost sharing for patients and one was measurement of patient experience. So in summary, the concern with the patient affordability and cost sharing for patients is that while the ACO model is changing the financial incentives for providers, patients remain in the fee for service world regardless of the payment arrangements between insurance and providers. And so the healthcare advocate is concerned that if patients are struggling to afford their insurance premiums or cost sharing payments, they may avoid care prescribed under the new ACO health reform model which could threaten the ACO's ability to be successful. And then secondly, the measurement of patient experience and shared decision making. The healthcare advocate is interested in the board in the ACO's measuring of patient experience in the model including shared decision making and the ability for patients to follow their shared care plans. And the healthcare advocate has asked the board in the ACO to move forward with a patient centered point of care measure to assess patients experience of shared decision making. So would you like me to continue on to discuss the other comment, the Vermont Federation of Nurses and Health Professionals? Yes. Okay. So during the quality measures public comment period we received a comment from the Vermont Federation of Nurses and Health Professionals and it was regarding part of the ACO budget guidance that looks at the ACO population health and quality metrics and they wanted to propose an additional metric for measuring the population health program investments at the ACO and specifically items that they suggested were strategies for ensuring safe staffing of healthcare facilities including but not limited to enforceable nurse patient ratios, wages that will recruit and retain nurses, and tuition reimbursement and student loan repayment programs. So those were the comments that we received in the time period that the guidance was open. So we've made one change since the guidance was in front of you and that was that we added a question that we had in last year on administrative burden and the question reads describe strategies for expanding capacity in existing primary care practices including but not limited to reducing administrative burden on such practices. This language matches up to the Act 113 criteria from the legislature in 2016. And finally we also expanded on the primary care specification. We've been talking about the codes with one parent also with our analytics team and in running some analysis there were some additional codes recommended for this test specification for 2018. Other than that we have made no changes. So now we can have a discussion and a potential vote on the guidance to move forward for 2019. Okay, if there are questions from the board, at this point do you want to open it up to questions from the public before or after you make your recommendation? On this to have a motion and move it now. Robin, do you have a motion? I'm sure you have. I move that we approve the 2019 ACO budget guidance with the addition of the question that Melissa just went through on slide 4 of the presentation and the final primary care specification. It's been moved and seconded. Is there any further discussion from the board? If not we'll open it up to the public for any discussion. Seeing none, I give the board one last opportunity to have any discussion before I call a vote. I don't have any discussion but I would just say that I appreciated both of the public comments that we received and I think that just from my personal perspective I do think the affordability issue is something that we will be thinking about as we move forward with looking at utilization measures and to me it makes sense to do those things in combination so it's pretty sure to act on it like the second. And from a previous meeting we had heard that the healthcare advocate and the ACO were discussing the patient experience measures so I am hopeful that they will continue to do that moving forward. And then on the Vermont Federation of Nurses and Health Professionals comment to me the staffing issue is something that might be more appropriate to think about in the context of a hospital budget than really in the ACO program. So that's why I was not thinking we needed to act on that in terms of changing anything in the guidance. And we have historicly asked those questions. Absolutely, we get information on staffing already. Okay, great. Thank you, Barbara. Sure. Any other discussion? If not all those in favor signify by saying aye. Aye. Any opposed? Thank you. Thank you. So the next item on the agenda is the 2019 Medicare ACO Initiative Quality Measure Set. Thank you, Melissa. Aside from the written public comment that Robin just addressed and that Melissa spoke to you earlier we received no additional public comment other than those that you heard in person with a board meeting on the 27th from both HCA and OneCare. So the, as a reminder, these are the 13 measures that we're putting before the board today for reference and the staff is recommending that these measures are approved and sent to CMMI for incorporation into the 2019 participation agreement between OneCare and CMS. Be short and sweet. Again, I'm happy to answer any questions. Okay, are there any questions from the board? If not, did someone like to make a motion? I'll be happy to make a motion. I move that we approve the set of quality measures as outlined in the proposed measures that are included in our packet and presented that were presented on June 27th at our meeting for use in the 2019 Vermont Modified Next Generation ACO Program between CMMI or Center for Medicare and Medicare Medicaid Services in OneCare Vermont and to also direct our staff to provide an understanding to both those parties through their incorporation into the participation agreement. Is there a second? Seconded by Jess. Any discussion? I'm going to open it up to the public for discussion on the quality measures. Okay, seeing none, I'm going to call the question on the quality measures. All those in favor, signify by saying aye. Aye. Any opposed? So in addition to the quality measures, OneCare has requested some, I guess, operational changes as part of the 2019 Medicare ACO initiative. And we asked OneCare to put those ideas in writing so that you should have a memo in your packets that sets out the four things that they would like to see. And so I'm going to go through those. I guess our plan is to essentially pass that memo that we received from OneCare on to CMMI with a cover letter essentially that sets forth the board's thoughts on the requests. So the first request you'll see has to do with ACO governance requirements in the Medicare participation agreement. Currently Medicare requires that at least 75% control of an ACO's governing body be held by next generation participants or their designated representatives. CMS can grant an exception to that requirement, but rather than request an exception, what OneCare wants to do is change the agreement to require that its governing body be comprised of at least 75% next generation participants and preferred providers in its network. So the distinction between next generation participants and preferred providers is that next generation participants attribute lives to the ACO and are responsible for reporting quality through the ACO, whereas preferred providers do not attribute lives. A concrete example of preferred providers within OneCare's network are skilled nursing facilities, home health agencies, mental health designated agencies, I think would all be considered preferred providers. So our recommendation is that we indicate our support for this request because first of all it is consistent with Rule 5. So Rule 5 also speaks to ACO governance. It requires that an ACO have a governing body that's comprised of at least 75% ACO participants or their designated representatives, but it defines ACO participants broadly in a way that would include Medicare preferred providers. So it's consistent with Rule 5 and it also, it seems, supports a more inclusive governance structure at the ACO that allows skilled nursing facilities, home health agencies to participate in ACO governance without having to be essentially a designated representative of a next generation participant. It's a little complicated, but let me stop there. Does that, do you have any questions on that? Before I open it up to questions on that, Judy, would it be appropriate for us to have one motion at the end of the series of staff recommendations or do we need to vote on these separately? So I think the plan is to, sorry, open it up to public comment period and then come back in two weeks for a potential vote. Okay. I was going to get there. I'm sorry, I should have left that. Would you prefer that public questions be taken on a case-by-case basis after you've presented all four? I think probably wait until after I've presented all four. Okay. Sorry. Any questions for the board on the first recommendation? Kind of a quick one. This doesn't otherwise change the beneficiary representation on one care's board, is that right? That's correct. So Medicare requires, has certain requirements and the rule has certain requirements and those would not be effective. Thank you. So the second request has to do with beneficiary notification and currently Medicare participation agreement requires one care to notify aligned Medicare beneficiaries that their provider is participating in a Medicare ACO and the ACO one care has to use basically a template letter that CMS provides them and what one care is asking to do is they would like to use their own letter which they attach to the request and our recommendation is that we also support this request. Basically one care is explained to us that this year's letter that they got from CMS was written in a way that was confusing to a number of Medicare beneficiaries. They got a number of calls and complaints stating that it was confusing and the letter that they attached they hope will reduce confusion. It is aligned with the Medicaid letter that Medicaid beneficiaries get which had input from the healthcare advocate we're told. So we think this is consistent with the goal of alignment as well as reducing confusion amongst Medicare beneficiaries so we wouldn't want to transmit this to CMMI with a note of support. We're having questions on that. I just had, so was that supposed to say that CMS would need to approve the letter? Yes they would still need to approve the letter. The third request has to do with an audit that CMS conducts each year to ensure that a Medicare ACO is complying with the requirements of its participation agreement. So one care has pointed out that there's overlap between the requirements of that Medicare participation agreement and the certification requirements of Rule 5 and there is overlap. An example would be the Medicare agreement requires that an ACO have conflict of interest policy that applies to its governing body. There's a similar requirement in the certification provisions of Rule 5 because we thought it made sense to have that requirement apply to any ACO that's operating in Vermont regardless of whether they're participating with Medicare. But there is not complete alignment. So for example, the governance issue that I just talked about, there's not complete alignment. What one care basically wants is to have CMS deem the requirements of the audit met where the Green Mountain Care Board has looked at a similar issue in its certification process. You know, they're trying to reduce their burden. Essentially, you know, they went through a pretty extensive readiness review with Diva for the Medicaid program. They went through a pretty intensive certification process with us and now they're undergoing a Medicare process as well. So they're trying to cut down on that burden. To us, this seemed less like a program design issue where the Board would have maybe more of a role to play and more of a CMS compliance issue. So our recommendation would be to, you know, obviously send this along to CMMI with a note that basically says that as well as point out the fact that like I mentioned there is overlap but there is not complete alignment. And then the final request had to do with approval of descriptive materials. So currently CMS requires that any materials that mention the Medicare program be approved by a CMS contractor. And OneCare wants to be able to submit these kinds of materials directly to the team at CMMI that will be overseeing the Vermont-specific program, which makes a lot of sense to us. So, but it also, again, seems to relate less to a program design issue and more to a CMS kind of operational issue. So, again, our proposal here, our recommendation is to send this to CMS stating as much and indicating support for the general idea of having an expedited type review for OneCare. And just to clarify the morning's previous point, CMS has to agree to all four of these regardless of what we recommend. Absolutely. We still have the final say. Yes, so our plan would be to transmit this to CMMI and then CMS would have to agree to it and then we would work through essentially the language about, you know, the language to include in the participation agreement. So we are recommending that we open this up for a public comment period. And I think 10 days we discussed, come back to you on August 1st for a potential vote. And the vote would be on that plan that I just discussed. And also, like I mentioned, there will be working with CMMI to implement this, review the language, make sure it does what we think it does. And I think it makes sense to delegate that implementation to the Chief of Health Policy rather than, like, coming back and presenting the language to you and having you vote on it. So that would be our recommendation. Questions? I have more of a comment. On the delegation thing, I think that makes sense because we don't vote on the contracts between any other payer and the ACO prior to implementation. And while we have a greater role in program design with CMS, I think that is, to me, a staff function. So I like that idea. Any other discussion? If not at this time, we'll open up to the public for comments and discussion. You're quiet today. I want to just run us through the time. Okay. As I mentioned in the beginning, the 2018 Vermont legislative session produced three new requirements that an accountable co-organization must satisfy in order to obtain and maintain certification from the Green Mountain Care Board. Up here are the three acts. One was related to systemic improvements of the mental health system. One was related to ensuring a coordinated public health approach to addressing childhood adversity. And then finally, the final one was the act that related to healthcare regulatory duties of the Green Mountain Care Board. I have each of the specific language here. If you're interested, we did review it when we were here back in the end of June. So what I am here today to present is the idea of a certification timeline and potential criteria that the staff is coming up with, that we would put forth to you in a memo and then open the time period up for public comment. So as you'll see up here, we have a timeline by which we would provide a memo, which would be next Wednesday. And then we would open it up for public comment until the end of July. Review the public comment with you on August 1st. And depending on what the public comment is, either incorporated into the proposed criteria or perhaps you would take the opportunity to vote on the August 1st if the public comment is in line with what we are doing. And then finally, we would vote hopefully on the verification form on Wednesday, August 8th, and distribute the form to OneCare by August 10th for their response on October 1st. We would incorporate the criteria that we are developing in the verification form that you have already seen, that we developed to go along with the certification for OneCare to maintain their certification. So we're complete with our presentation today. I'd like to open it up for discussion. If you see none, give the audience one more opportunity for public comment or discussion. And seeing none, thank you very much, team. Thank you. Excellent work. So at this point, we'll ask Dr. Gromstead and his team to come forward. If you need another chair, you can sit back there. Thank you. Ancillations for the previous year. We had a discussion about allocating dollars towards trying to alleviate the pressure that hospitals are seeing, especially for acute in-care psychiatric vets. And we had set up a timeline with the first report being July 1. And we actually have two, the first report that was sent in by UVM and a supplemental report, and that can be found on our website. Do you have all the latest, Susan? It's actually listed right under the materials for today. And then we are actually going to make a new section on our website for these implementation, or quarterly reports from UVM. So this will actually be the first of the quarterly reports on the progress being made in the areas of mental health. So we're excited to hear the presentation. I just want to say, Dr. Gromstead, that there probably is the elephant in the room with everybody being focused on the strike. And obviously, we do not have a role to play in that. And you have been very good about keeping us updated about the contingency plans and everything else so that patients will be safe. But I did want to give you an opportunity if you wanted to say anything before you started on mental health, just because I'm sure that everybody has that running through their brain. Well, thank you for that opportunity, Chairman Mullen. It is a tense time. But I can assure you that from the management side, we are at the table. We'll remain at the table and do everything we can to avert the strike, because that's not good for anybody, at least of all our patients. And what we have done is the contingency planning is tight. It's very well done. The Academic Medical Center and Level One Trauma Center, if we are unable to avert a strike, will be open for business and very well staffed on Thursday and Friday. And thank you, and we're doing everything we possibly can to not get to that point. Thanks for that opportunity. We wish you well. Thank you. Thanks for giving us time on your agenda today. Even with that transpiring in Burlington, this is so important to our patients and to the state of Vermont. We just could not see not coming. And so thank you for providing us time on the agenda to give this initial early report on our progress to plan and build additional inpatient capacity for the most acute adult psychiatric patients. And I'm joined here today by Anna Noonan, who actually is coming up on her one-year anniversary as President and Chief Operating Officer at the Center for Vermont Medical Center at the anniversary. And Eric Miller, who's our Deputy General Counsel for the University of Vermont Health Network. And these two dedicated folks are co-chairing part of the process, and I'll come to that in a minute. As we've discussed previously many times and in many forums over the past couple of years, Vermont's mental health system, actually as it is in many states, is in a state of crisis. And the crisis we can't get ourselves is multi-dimensional and multifaceted. There is, however, one very visible component epitomized by patients in acute need of an inpatient psychiatric bed languishing in emergency rooms and this languishing in emergency rooms in every hospital in the state of Vermont. And the effects of this are many. Delayed treatment for mental health issues is the most important. Obviously that's a different site of service than we would like to be providing care for in these patients. But that's followed closely by the stress on emergency room staff and providers, as well as the increased cost of care. And we've talked about that directly for the medical center in Burlington, but also for Center Vermont. And this also impacts and potentially delays care for those needing the emergency room for medical or surgical issues. And several times in the past four months at the University of Vermont Medical Center in Burlington, the state's only level one trauma center, half of the capacity of that emergency room has been taken up by folks needing a different site of service, needing acute inpatient psychiatric bed. So the crisis still exists and we actually have some data, early data, that the situation might be worsening, particularly at Center Vermont. And we believe strongly that additional capacity for acute inpatients will alleviate this specific aspect of the problem. And once the emergency rooms are decompressed, we can proceed to address some of the other issues and stay engaged. I think we need to very much avoid the belief that just adding inpatient capacity for adult acute, sometimes term level one patients are going to be a fix all. I mean, we really have to look at this much more holistically, but I've used the metaphor that we have sort of a log jam in this state that's precipitating the crisis. And our belief is that adding inpatient capacity is pulling a key log out and should allow the river to flow. But still there's going to be other aspects of this that down the road we're going to have to all collectively work on. So as you mentioned, Chairman Mullen on July 2nd, we filed our initial UVM health network quarterly report on inpatient mental health capacity. This was followed yesterday with answers to questions that came from the Green Mountain Cure Board staff. And we trust that at this early stage in our planning process, we are fulfilling your requirements, your regulatory requirements. But we look forward to further discussions on how to best align your reporting needs in our planning process as we move down the road. This is in my experience the first time we've sort of tried to do this together. And so I know our staffs have already had some communication and we really want to keep working on this because this may be a precedent for other things that we collectively engage in. I'm going to describe the resources that we're dedicating to this planning effort as well as where we are with our data analysis methodology. And Anna's going to provide the information on the structure of the process that we're launching and give some thoughts on the Central Montt location and her interactions with her Central Montt hospital community and the broader Barry Montpelier community about this. And there should be lots of time for questions, but feel free to ask along the way, you know, interrupt me if that works for you. You can note in our report that the steering committee includes many of the most senior network leaders. And I would say, you know, when I do resource allocation, sometimes it's about money, sometimes it's about facilities, but the most impactful and the most important is how we use our human resources, particularly our leaders. And we have not done this on the cheap, as you can see from who we have on the steering committee. Notably, we've got Dr. Bob Perattini, who's chair of psychiatry. I'm there. We have leaders in clinical integration, communications, government relations, facilities and finance. And we focused our efforts of the UVM Health Network Planning Department on this. It's not their sole focus, but, you know, we have significant planning resources that are dedicated. And we've engaged HULSA advisors, and this firm specializes in bringing together an organization or a group's strategy and operations to make something practical. And they focused mainly on health care facilities. And we've used this firm and are very pleased with the work that they've done for us for most of the UVM Medical Center projects and now many around the network, including the planning and the programming and the sizing of the Miller Building, which obviously is a very large project. And importantly on the steering committee, we have Lewis Josephson from the Brattleboro Retreat. He's willingly agreed to participate. And of course, you know, with the key role that the Brattleboro Retreat plays in all of this, we feel that Lou being at the table really is helpful. And I've asked Anna and Eric Miller to co-chair the steering committee and a planning committee and how the steering and planning committee come together. I believe Anna will describe how all of that fits together. And as an aside, we really couldn't have two better people to lead this very complex iterative process than Anna and Eric. Our current approach to data and data analysis methodology is what we're using obviously to determine the capacity needed. And I'll note that we are working with others, including the Department of Mental Health and the VAAS, to refine the method used. We want to do this upfront because, you know, we want to come up with a methodology that everybody believes is valid because that's going to lead us to a result that, although there will be clearly people who think it's too small or too big, if we get the right mix of that and have everybody on board, we'll all compromise. So we want to make sure that we vet the methodology that we're using. We actually have in-depth information on our network inpatient psychiatric units and those from around the state, which, as you saw in the report or in the answers to the interrogatories, they essentially run at full capacity. Their mid-90s percent in June was the latest month that we picked out, but that is what we've been seeing for some time. And when we look at the most acute, those termed level one essentially were at the red line. We're 100 percent occupied all the time. We also have extensive data on psychiatric patients in our emergency department at Porter Medical Center and our emergency department in inpatients at the Center Vermont Medical Center and the UVM Medical Center. And at this early stage, what we're doing is we're using those data sets and using Porter as a good surrogate for critical access hospitals around the state so we can extrapolate from that to what the situation in the critical access hospital emergency rooms are. And at the Center Vermont data, we would do the same and extrapolate for the other PPS hospitals around the state. And then using the BOS database in the Department of Mental Health data sets, we can confirm or modify that. And there has been discussion actually as recently as yesterday with VOS and the Department of Mental Health around an analytic tool that they're considering using and so how that fits into the mix is something that is in active discussions right now. And like I said before, it's my belief that this methodology that we all agreed to upfront will produce an accurate count of the beds needed to serve this currently underserved population. And it is my full expectations coming in that like the old adage, you know, there'll be those that think it's too big, those that think it's too small, and that means it's probably just about right, you know, if we get that. So I'm going to turn this over to Anna. You may remember that Anna before her current role was Vice President of the Jefferson Institute for Quality. She's a master's prepared nurse and a national expert on healthcare quality. Eric, former U.S. Attorney, and has worked with us for over a year now, both very, very adept at working on complex issues and particularly working with Anna for many years. We won't tell you how many. Don't share that, Anna. There's no one better at developing or facilitating a complex process. And, you know, I took a whack at it at our initial call-together steering committee meeting and these guys came back to me like a week later and not so much. Maybe we should do it this way. I may be bullheaded, but frequently I'm smart enough to listen to the advice I'm getting. So these guys really set this process up. Thank you again for the opportunity to give you an update on where we stand. So as Dr. Bromstead shared with you, we have a structure we've put in place that we hope will facilitate this planning process for our patients and families and also for the state. So as Dr. Bromstead described, we do have a steering committee on the complement of which he's shared with you. We also underneath that steering committee have a more nimble planning committee that's populated by Dr. Bromstead and myself, Eric Miller. We have a resource from the Jeffords Institute for Quality who has expertise in project management that can keep us moving forward quickly given the timeline that we're working with them. We're also obviously pulling in Dr. Bob Parentini who's an expert in his field and will help us inform the process as we move forward. Additionally, we have Jason Williams who with his governmental and community relations expertise will make sure that we're pulling in resources and opinions that will help inform the process as well. And then as Dr. Bromstead shared, we have Hulse advisory at that table as well to make sure that the process that we're using will inform ultimately the design of a facility that will enable us providing exceptional care to this underserved population. So the planning committee has launched. We have met and decided that the best way to really keep this moving forward and in a swift fashion is to define the project into three phases. Phase one will really focus through the data analytics that Dr. Bromstead has shared with you, the size and the scope of the facility that we're planning. So the major focus of phase one is really data analysis, looking at constituents engagement, looking at the financials at a high level, the legal ramifications and also the governmental relations that entail and really understanding the scope of a new facility. Phase two will be focused. And when you're walking through the phases, could you just give us the timeline for those phases as well? Sure. We're hoping for phase one to have that completed by fall of 2018. Phase two, which will be focused on design and operational requirements, really is focused on primarily what the facility could look and feel like. Again, important to include constituent engagement, clinical perspectives in that how we operate the facility also impacts on the design. And then looking at the finances of that as well as the constituency piece. And we're looking for phase two for the design and operational requirements, including what would be the location of the facility yet to be determined. We're hoping at that point that we'll obviously follow the fall 2018 timeline, but the timeframe for that at this point has not been specified. It will really be impacted by phase one significantly. And we're hoping that obviously phase one and phase two kind of flow one to the other so that will also impact the hard timeframe for that. Phase three will begin with implementation of a detailed construction, financing and operational plans. Again, that phase, the timeframe is yet to be determined. Also, I wanted to share with you a little bit about the notion of positioning this facility in the central Vermont arena. And we think that's advantageous for a number of reasons. As denoted in its name, we are centrally located, so it's convenient. We think for patients and families to reach this facility once it's been determined to be adjacent somewhere in the CBMC campus. We also know that for us to really service the state as a whole, a central location like central Vermont, Central Vermont Medical Center specifically, will really also advantage the population that we're trying to meet. The other piece that's critical is once you build it and you have patients occupying facilities like that, you have to staff it and operationalize it. At this point, central Vermont is very well positioned from a both provider and a nurse and ancillary staffing perspective. Within the last year, central Vermont at a nursing level, we had a turnover rate prior to May of 17 of 17%. We are down to 4% turnover in our RNs at this point in time with no travelers in our facility. And we think that that track record will enable us to continue to bring nurses into our facility to treat this population. When I've met with community members, which is just beginning, so I will say that we've had a community forum. Just in general with my new tenure in the organization and I've asked the question about how would this be received in central Vermont. I'm not hearing anything negative at this point. In fact, what I am hearing is an appreciation and awareness that this population is underserved and needs to be treated. And what I'm hearing even internally within my own staff is really gratitude that the network is stepping up and dealing with this population that they acknowledge is underserved at this point in time. So at this point, and I will say it's at this point, we're not hearing any negatives around the notion of positioning this facility in the central Vermont arena in fact we're hearing positives. So Anna is part of the process you described maybe a little bit more specifics on when and how we would engage various constituency groups to gain their input. So we've talked about and again this is early on is to offer a variety of community forums that would enable people to give input into the variety of phases of the planning process. We think that building that kind of consensus as we move forward will really enable us to design a product that will meet the needs of not only this patient population but also our community and constituents. So we're anticipating that we'll keep that going and we're also open to feedback on the best way to do that. So just a couple other comments on that rather than having everybody that we would need at every level of this planning process on the steering committee or the planning committee. As we went through, we get to a financing piece. We pull our finance team together and other finance folks likely from the state to engage. We get to the patient and advocacy community. We have groups that Dr. Perattini has worked with for years that we will bring to the table and as Anna said have other community forums. We really believe that we need to have that input as we move along and that we can't particularly for this project in this state sacrifice everything for speed. I believe we still can stick with that three to four year timeframe that I committed to earlier but particularly at this phase one and phase two as we're really figuring out the size and what it looks like and how it's programmed that we really want to get that input. We think we can do that. It's going to be difficult even with phase one to hit that November plus minus a month timeframe. But we think that with the activity that we've already got going and the focus of folks on it that we can do that. Very encouraging questions with the board. I had a question on how you'll be putting I guess in your capital plan the placeholder for this because we have a lot of things going on with the epic implementation in the Miller building and we obviously committed 21 million from the overage in the prior year towards this plan. Just making sure you have that in your forward looking plans even though you won't have all of the details solidified yet because we're looking at covenants and things like that. And we have included that in our budget presentation and the information that we've provided as an up and coming CON event and capital project. We're just getting through our budget submission and we have some other activities that are occupying our finance folks right now. But this summer we've committed to our board that we will redo our five year financial framework capital framework. And you all have seen that before it lends itself to an iterative process. And as we do that in the upcoming six weeks we'll be putting placeholders in the appropriate years of that five year plan for such a facility obviously at this early stage. It probably won't be until the next year that we really will be able to refine that capital plan and financial framework based on this project. But it's one of the drivers for redoing the framework at this time. It'll be there and we'll share it with you as soon as we get that done. Any questions? So as you recall this all unfolded very rapidly. On March 13th the staff recommendation from the board was that these funds be used to reduce charges and filter through to rate reductions for customers of the health care system. And two weeks later the vote was taken and it was decided that this project rightly deserves precedence. But because it happened so fast I think there were some things that just didn't get touched upon and one of them is the interest on this reserve money. And whether or not you would agree that interest on this reserve somehow tied to the interest rates achieved by your other reserves would stay with this reserve and be there to support this project. And if I don't get to answer your question come back to me but with the project in the financial framework and with the commitments that I've made and with the full knowledge of our board of trustees that we've made those commitments the dollars are there. Have we set up a specific restricted reserve fund? No we have not done that at this point but we do have the cash reserves on the balance sheet of the network to include this. And like I say once we put that in our financial framework and I am still allowed to make most commitments along with our board for our organizations that's what we've gotten. And we do have the cash balance to be able to definitely provide that twenty one million dollars. I will tell you right now even this early in phase one that's not the number you're going to see in our capital framework. It's going to be more than that to get this done even if we figure out a way to do other bonding and have other share in the cost of this. I understand that I just you know the quick calculation even out of like a ten year treasury bill of three percent you know on twenty one million dollars is you know six hundred and sixty thousand bucks a year and my guess is as I think you would agree that this is going to cost more than twenty one million. And so I'm just hoping that you know a piece of that growth can be the interest that is earned on the twenty one million dollars that are now in the bottom line of your balance sheet. Yes I mean again I think that's going to be more than eclipsed by what the ultimate cost and the contribution of the UVM help network is going to be. So thank you for the update. I want to first say this is very encouraging since I've been on the board this is the first big steps that I've really seen us take as a state and trying to break up the long end of what we know is a ongoing crisis in our mental health delivery system. So I want to thank you for the time and effort and work that you put into this. A couple of questions. One is you talk about how it was received in your community. I'm actually wondering how this project is being received by providers in the state, by other hospitals, by other people who are actually on the ground dealing with mental health delivery system and other hospitals that are facing the ED, different overloads, things like that. Anna can speak to her experience on this. I was at a Vermont Association Hospital Health Systems annual retreat a month ago and this topic came up and for those hospital CEOs there was a lot of support for moving forward and obviously for being engaged because we all share this issue of difficulty in the emergency room. From the interaction I've had specifically with emergency room physicians in Burlington, there are two things making them very happy right now. One is unrelated. We're fully accredited to start an emergency medicine residency and we'll bring our first residents in next year and the second is they see light at the end of the tunnel. I mean I think healthcare workers and providers are very resilient and what was driving people really to distraction that we're trying to provide services is that there didn't seem to be anything that was happening. There was a lot of talk, a lot of hand wringing but being able to actually take some action that's going to alleviate this problem I think has people right now settled down. You know if you're in the emergency room and it's July and everybody is out trying to do crazy things to themselves and half of your beds are occupied and your waiting room is filled up, you're going to have momentary anxiety but I think overall sort of the temperature has come down a bit because we're actually doing something. I'll just echo that. So from our providers within Central Vermont and our providers within the network overall there's a very positive sense about this initiative moving forward. So they feel like they've been heard particularly for emergency room providers. This has been a challenge for them for years. So there's nothing more discouraging than holding a mental health patient, psychiatric patient in an ED and feeling like we're not doing what we could do for that individual and meeting the standard of care. So I can tell you that there's relief on the part of our providers that we're addressing this. As I said earlier, I have nothing but positive so far from not only our providers in general but our nursing staff that this is being addressed. And when I've just finished a series of employee forums and gone out to all of our clinics and again this is a point of discussion out there and they're grateful that the network has taken this on and hoping to partner with the state in meeting this need for our psychiatric patients. So overall I would say very, very positive. It's very challenging to see patients care for an ED when the services are just not there for them despite all of our best efforts. I guess my second area of questioning, the data analysis obviously phase one is so crucial to the success of this project. You sort of have one shot to get this, not really, but you know, one shot to get the size and it's built right. And so the data analysis piece is really intriguing to me. Using Porter as a surrogate for critical access and CVMC as a surrogate for PBS hospital sounds great. And also when you mentioned a little bit Dr. Bromstedt, Voss and the Department of Mental Health having some other data analytics because I would love to, you know, those are two hospitals that serve two particular areas. But obviously this is a statewide problem and having the data and the analysis really be at a statewide level seems really paramount to the success of identifying what the size and scope should be. So a little curious if you could just talk a little about the role of the Department of Mental Health and Voss in really helping you figure out what is the extent of the problem throughout the state. They have unique data sets. Voss is, their data set is provided by each of the hospitals that have a variety of different systems and even ability to track who's in their emergency room at any given day. But total willingness to share their information, that hasn't always been the case in other situations. So everybody very willing to put their information in. The Department of Mental Health, my understanding is has very good data on those that are involuntary level one, what they call level one patients, which are the most acute patients, but that's not the whole data set either. So we really have to put this together and, you know, one piece again that we're actively analyzing is a essentially software program that the Department of Mental Health and Voss is very interested in. But that's still, you got to have the right data inputs into any model as you know as an economist. The inputs into the model are as important as the model itself. So we're rapidly moving through that and having meetings even in the beautiful two months of summer we have here in Vermont. We're working really hard to do that because what we can't do is get into analysis paralysis. And we can't get into a situation where various constituencies are cranking their own number and we end up trying at the end of the process to figure out what number is right. I guess the last comment I would make is that we have, whatever we build, we have to build flexibility in to either efficiently staff, even if we shell some of the space or to expand. And it may be that, you know, we end up not getting it precisely right, but we have the flexibility to go up or down efficiently to make sure that ultimately we're serving the population, which is what we're trying to do. And I guess that was my last question. You've led right into it. With the CVMC as an identified site, are there any physical limitations? Say you decide X is the right number of beds, but then at that site there's either physical constraints in terms of property or in terms of, you know, we know that there's limitations on federal reimbursements are. Is there any upper bound on what CVMC could effectively manage? I'll let Anna answer too, but I think we haven't run into any yet, but what we have to be very, very careful of, and I'll channel Anna on this one, they have a 50 year old facility there. And what we don't want to do is something that encumbers the right out into the future master facility plan for that organization, but I think we do have options and that's something that also is just expert at doing is trying to fit this together. So I just again want to reinforce that we were before this idea came up. We were in the process along with other network hospitals doing master's facilities plan. John is absolutely correct. Our facility this year is 50 years old and Woodridge is 25 years old. And there's been not uncommonly in healthcare deferred maintenance on our building and physical plan. And so for people that have been in our Q care facility, it's worn and our intensive care unit is also pretty tight. So not in the current standard of care. So we are in a process of looking at our 10 to 15 year master's facilities plan and in that really assessing the geography around our organization. What's available to us, we're fortunate and that we do have available space. But we are also designing this facility with the future needs of our community in mind. So we want these to move in concert and be supportive of one another going forward. And that's our intent. So using hall stuff or this planning process is very appropriate in that we are also using also for our overall master's facilities plan. Thank you. Okay, other questions? We'll open it up to the public for questions or comments. Ken. In some ways, I don't know where to begin. It's a little staggering. Because I think back to 1984 and I had the opportunity then to publicly say that at the Vermont State Hospital was a disgrace. And among other things, I was quickly pushed it up into the going to madam's human's office where I was spanked, I mean verbally spanked for saying that in the way I said. Part of the commentary in the ensuing years was we really need our hospital network to step up and play the major role in addressing health issues. And that was 1984 and 1985. And I think that in some ways it's a rare opportunity to stand here today and say it's taken a few years, maybe a few decades, but there is a potential plan on the table here to realize the notion that our leading largest medical center hospital may play a commanding role in the delivery of quality mental health services. So I would call this without being overly positive because there are some negative things to raise. But a historic opportunity in the fight for parity in the state of Vermont that we may actually reduce reliance on what the whole model was, which is kind of a state run state hospital approach and equalize the quality treatment in a hospital setting. And I would say that anybody who's dealing with cancer or lung disease or heart disease would be shocked to be going to a state run specialized facility, which has been the model that we've had until now. So I really think that I have no idea how we've got here, perhaps insufficient, but I can kind of figure it out. I think part of the responsibility goes to the brilliance of the Green Mountain Care Board to at least put some proposal on the table that wasn't necessarily planned for six months or a year. As Tom Pellum said, it's fairly recent that this notion has all come about. So having said that, I do want to raise a few issues and maybe ask a few questions. As a matter of fact, I think very few people in the room other than John Bromstead and I who met over very difficult circumstances at Fletcher Allen because that was the last big initiative really out of the hospital. And frankly, it was a poorly conceived plan to move actually psychiatric services off the main campus and out of Fendi Allen. And that plan would have, in the opinion of many, really been a step backwards. In fact, Bishop, after extensive hearings who have rejected that plan, I think it was the first time it ever happened in that history was sort of performed. I think John Bromstead was at the table during those discussions. And one of the things that we all learned a lot and one of the things that I think we learned was that it is critical to have those people who are going to be providing services. Make sure they're very much front and center and with the program. So I kind of, one question I have is, is there a way of enhancing and enlarging the input, particularly of the psychiatric community beyond the chair, Bob Parentini, who's a perfectly capable, excellent professional. But the reason I say that is when one of the determining moments in the debate and it was 2001 was when four psychiatrists from the department came in and said they do not support the plan that Fendi Allen was presenting. That it was poorly conceived clinically, it was bad for patients, on and on. It was a dramatic moment. There's no great secret. They risked their jobs doing this and it was difficult. So I just think as this idea at least moves forward, I urge UVM Medical Center and parts of the center to promote and engage publicly the psychiatry community and other healthcare providers. Front and center not as an add on six months later or a year later because these are the folks who are going to be in the rooms with the patients that we're talking about. And it was a mistake back in 2001. I do have to say, and I think Dr. Bromstead would agree that after the plan was rejected and the admission required the hospital to build on the main campus, we had a very collaborative approach that brought in advocates, certainly the professional community leaders of the hospital, architects, to a point where we even had interior decorators coming in, which I could hardly believe, but we had a discussion about how to make the rooms patient-friendly. So I think that's a good model and I guess the end line is, or the question is around making sure that the board also hears not simply from, and I want to throw in a Carl Bob figure, because he's much more than that, but we have to make sure that the community is crafting a program that will work. And sometimes when you look at the panels that are being enlisted, great expertise, but few of them have the responsibility of dealing with the patients. I would call this circumstance, this project, my main board, is let's make a deal. It's sort of like a game show. Circumstances came up where clearly there was excess revenue, a great desire on the part of many people, including, I think, the board, and to some degree, the university medical center, to say let's try to figure out this terrible crisis. And I do have to say that somehow in taking on the responsibility, I hope particularly the board will hold leadership at the university and at Central Vermont, hold their feet to the fire. This could be one of those projects that just goes on and on in planning, and I heard four years, I'd like to think, I don't hear that well, so I was hoping it was three years that there'll be openings of the facility. So, you know, he is in some ways a major step towards possibly realizing parity. And I think the very last question is, I think everyone, and I think Dr. Bromsted has mentioned it, we actually have a relatively new psychiatric hospital. I know I was there for really cutting up in Berlin. And it's actually one of the most expensive psychiatric hospitals in the country. And I think a lot of attention needs to be placed as this project unfolds in figuring out much more definitively what the role might be. Who's going to run it? Is it going to be a state entity? Is the university going to play a role? And what can we learn from the past? But it's a very expensive operation and clearly we're going to talk about changing this mission. So thanks for the opportunity of offering some comments to some maybe historical perspective. Thank you. I think the only three words I heard were brilliant, so the board. John, are you going to address the questions? I heard that, too. And Mr. Liebertof and I do go back quite a ways. And I've learned a lot from Mr. Liebertof. We've had really good conversations. We've had a couple of tense ones. But I couldn't agree more with everything you said except the need to hold our feet to the fire. Since it was a bad attempt to do something really well and something really impactful and good, when we looked at putting an inpatient psychiatric freestanding hospital on the Fannie Ellen campus, and the motivations for doing that, at least for me and for our current clinicians, is to bring parity. And I even have used the same analogy that you used in that having our heart patients singled out from the rest and have their care being delivered through, even if delivered well, through a separate state-run system makes no more sense than what we're doing with mental health. And that really has spurred us several times to come back around and try and capture that dream of bringing mental health services much more integrated into and therefore definitionally in parity with the rest of our services. So that really is the motivation here. And I give it to you all the credit for allowing us to match a couple of issues together to try and come up with this great solution. Couldn't agree more on the Vermont Psychiatric Care Hospital. That is an asset that we have in our system and to not put that capacity into the mix and challenge ourselves to make sure that that capacity is being used for the best purpose to serve this population. That's definitely part of our planning process, but it's also a place that we're going to need a lot of input to make sure that that works. I don't think Bob would take offense of being called a figurehead, at least not in public, but Bob's not here today because he's seeing patients in Middlebury. So he's also a great clinician who in certain stressful times I might even rely on for some advice. The advocacy community that came together with us and our clinicians to design the inpatient units at the Medical Center in Burlington is what I was referring to. That's a group that Bob Paritini has had meeting regularly since that time for other facility improvements and other programmatic improvements. So that's a group that we intend to engage fully in this process with others because we want this to be from folks from around the state. And the same thing with provider input. We have a group that actually Bob Paritini and Eric have been working with for a year to develop for the University of Vermont Health Network a strategic plan for mental health services. That's sort of an inside of the network kind of thing and I don't want it to seem like we're being exclusive, but it's something that as a large organization provider we want to make sure that we have our act together and we have the best thinking led by our clinicians on what our strategies should be. So with this opportunity we're engaging that group again as part of the planning. So we will take every make every effort to have the providers and those who know most about how to use a facility in a patient in family friendly way at the table as we design this. And if you think that we're not we will listen when you say you know why don't you try this or you know I think that's part of these quarterly reports is that I don't think we need our feet held to the fire. We're very excited about doing this but you know if we have blinders on over something you got to let us know. We will not be shy. I know that about you. I don't think you ever thought that you were under regulated either. And I will say though that Ken is absolutely right in that over the years from what I've witnessed there's nothing that delays a project more than an advocacy group that believes they were ignored or didn't have a seat at the table. So it's very sound advice that Ken has put forward and I'm sure you will take that into consideration. Is there other. Yes Jeff. Yeah just Jeff teaming with the hospital association. Just speaking to Jessica all the question about the level of support in the provider community for this project. I just want to reiterate what Dr. Brumsted mentioned. In addition to the CEOs who did speak together about this at our retreat a few weeks back. We also convene forums with chief medical officers emergency department medical directors other clinicians and even policy folks all of whom have expressed solidarity with this plan and who have said they appreciate the effort. And I think also the elegant policy solution that was put forward for a state that very much wants to collaborate on the right set of solutions. None of which will be easy or fast as we've talked about. But I appreciate Ken's perspective and all the voices that we will hear throughout the process as an association will certainly listen carefully to all those perspectives and welcome comments and feedback as we move forward. So just offer that and also thank Anna and Dr. Brumsted for their leadership and the other hospitals as well for everything they're doing to contribute to this problem. Thank you. Walter. Just a small question here. I was just wondering why there were no frontline workers or patients on the steering committee. We've actually thought about that and the medical center particularly and now spreading to other network hospitals. We are putting patient and family advocates on virtually all of our committees and the thought process to this point has been that we just want to get our act together a little bit. But that almost certainly we will get to that point and probably not in the far due distant future. And Anna's been a real advocate and purveyor of the systems required to be really patient and family friendly. So I'll let you take a shot at that too as co-chair. So CVMC is standing up a patient and family advisory committee. CVMC already has one and Porter is on their way as well. And that's a very rich patient family centered approach to getting input. So we're going to leverage those systems that already exist versus having at least at the start and one on the steering committee. So we're going to really utilize a group that's already meeting that's giving us input into a lot of our systems and processes that we're designing. So we've shifted to a patient and family centered model and patient family center philosophy and that philosophy shifts from doing two and four patients and families to partnering with patients and families. And that that voice is a very rich voice as I've already been described so important and not only design but operations of just about everything we do in the health care system. So we're fully intending on leveraging that participation going forward. Thank you for the reminder. Any other questions or comments from the public? We appreciate very much the report and update and we look forward to working with your staff to come forward with what we could agree is a standardized report moving forward for each of the quarters that does not create extra administrative burden for no reason. So we're with you. We want efficiency on these reports. And I'm sure we're going to get there. I think we've done some really good progress on this first one. So thank you. Thank you for that. And thanks for your time. Okay. Tom, is Todd here as well? Yeah. I want to first thank the board for accommodating us today. We have a time sensitive request that we're going to put in some context here for you and then certainly glad to answer any questions that you have. And if you're so inclined to, you know, consider the question that we have for you today, the general topic is risk management. We're going to do a little bit of a reminder in terms of our risk management model. We have an element that I think was contemplated that we didn't know until now. It could be a possibility for this year's ability to manage one case risk programs, which as you know, for the first time across Medicare, Medicaid and our blue cross blue shield that qualified health plan program involve what's called two sided risk, meaning there's a population target set for our attributed lives in those programs that if one care exceeds that spending target that we owe money back to one, two or all three of those payers depending upon our performance. Okay, so we do have a public presentation that we did send electronically today and have some hard copies in the room. The first thing to remind you of is that one care's core risk coverage model is based on the hospitals accepting community based total cost of care risk and risk against a fixed payment model for their services that they provide to their local community. And really it's designed in the backbone to mean that in any scenario that the hospitals combined would cover the maximum risk of payback to all of our risk payer programs. The risk payback is calculated at the ACL wide level and will be a transfer or check from one care to those payers. But behind the scenes, the hospitals have agreed to assume that risk for us in a model that again, no matter if anything else happened that would be fully covered and all the hospitals knew what their estimates were of maximum risk as did the board in these models and budgets such that in that unlikely scenario that all three programs maxed out their risk model that it would have a chilling effect I think in continued participation in these programs and in the all payer model. But wouldn't jeopardize the solvency of any of the hospitals given the level of commitment that they made. So we basically distribute the maximum risk that one care would have to each of the hospitals based on the HSA, healthcare service area, locally attributed population. And that's really the core of our risk management model that no matter what else happens we know that we're covered on the strength of hospital balance sheets in Vermont. But with the hope that we wouldn't need it and in fact would earn shared savings that we could distribute to those hospitals as the incentive to take the risk. Okay, for 2018, our current models have the maximum potential combined risk as approximately 21 million in our final budget model last year. I think it was as high as 23 million, but based on final attribution and participation it ended up being at least in our estimate now 21 million. And just to remind you, we owe these back after the performance year. So these would be monies that would be paid starting as early as this time next year for the 2018 performance year because you got to have plenty of time to work through all of the claims to make sure all the expenses are accrued against our risk target and that it applies to the participants and attributed populations that were part of the model. So yeah, this time next year we could be contemplating how do we cover payback or distribute savings. Okay, so in addition to that, One Care does have some mechanisms that can either reduce the probability of a higher payback or that maximum payback and it provides a potential cash relief against that payment from the hospitals through OneGare to the payers. And in place right now as we sit is Medicare requires under its next generation program a securitized instrument. We had a number of choices of this. We could buy a letter of credit from a bank. We could create an irrevocable trust or we could secure a jointly owned bank account between One Care and the Centers for Medicare and Medicaid Services with a defined amount that Medicare sets up. And calculates for us. We chose that third option but had to fund it up front. And so it requires both One Care and CMS to dip into it but provides rights for CMS to that money if we default on cash payment in another method. So that number ended up being 4.1 million that was required of us. It's absolutely non-negotiable. It had to be a very specific type with specific documentation that we had to set up. Medicare doesn't require us to use that 4.1 million toward a payback if owed. But we can use it for that. So we have in effect set aside at least some money that could be used if that's what the ACO One Care chose to use if we had a repayment to Medicare. Blue Cross Moose Shield of Vermont does have included in our contract with them what's called a truncation program. These are very typical in a lot of these risk-based contracts. And what it basically means is it's a stop-loss at an individual patient for the year level. Meaning any patient who uses so many services that eclipses a certain threshold that the risk-bearing network has held harmless for that. We got plenty of skin in the game because these thresholds are measured in the hundreds of thousands of dollars. And it's really just a recognition of two things. One, which we as a provider network shouldn't have good work over a large population be ruined by a few really, really tough patients that probably we couldn't have done a whole lot to prevent their disease and didn't need to treat their significant illness. We also recognize the fact that payers like Blue Cross Blue Shield of Vermont have their own truncation reinsurance in programs to help offset their risk at larger populations and not unfairly damage their reserve position. So really for Blue Cross Blue Shield of Vermont it was based on their offer for us to participate in their truncation coverage and included in our calculation model. And it was something that our board supported as a piece of our contract with Blue Cross Blue Shield of Vermont. There's also the Green Mountain Care Board required general reserves and as you recall our budget order included establishing a $2.2 million risk reserve. We have made the first required allocation of that in the amount of $1.1 million. It does require us to get board approval to use that for pain back risk payments if owed or any other purpose. But it is there and could be used to offset higher levels of payback if it comes to that. And we all agree that in lieu of hospitals writing checks for new money that we would use some of that reserve. So those are three things that are in place right now. Still in the cards for 2018 coverage and I know this sounds a little strange that we're halfway through the year. But the early results aren't voluminous enough or indicative enough to really say that either side in these models could be able to understand how the year is going to end up. One is Medicare offers its own truncation program to risk during ACOs whether their next generation or two-sided risk shared savings program ACOs. We expected that to be offered that to us in April. There was some question around a modified next generation ACO how they would handle that and did it have any you know misalignment with the all peer model. We haven't heard from Medicare on that. We're not sure that it would be a program that we'd be interested in or not because you actually have to do some financial implications both in the base expenditures as well as how they calculate in the actual expenditures. So you know I guess it's possible we could come back and ask you for the ability to participate in that program with an eye toward it being Medicare and your substantial role in the details of how our baseline and targets are set. I don't expect that but just to throw that out there. Now the other thing that we have talked about including during the budget was third party risk coverage that we roughly called reinsurance as an ability by one care to pay an expense through a contract that would return some offset to certain risk scenarios. We during the budget cycle you know didn't think that was likely we were having trouble finding carriers for it. We really had been trying to find if there's anybody who provides for some general risk coverage whether it be on any of the three big risk programs and we're going to fill you in on some late breaking developments in this arena that we think makes sense if you agree. So the focus for today and the rest of the presentation is our request to get approval to enter into a risk protection program that is reinsurance like but technically not reinsurance. So I'm going to ask Tom to take over the presentation from here. He's been very involved in the details. Hi everyone. So just to remind the board and everyone else in the room that we had 1.5 million in our agreement and care board approved budget for reinsurance. This was a placeholder that we were starting to explore the reinsurance market thought we might go that route but really was intended to be this expense for some third party risk protection. As I'll explain further in the presentation it's not exactly reinsurance but the spirit of it is virtually the same. We worked with our risk protection broker over literally months to find a partner who is interested in entering into some ACO protection models and then also seek a proposal from a partner that really meets the needs of the network or board and the Greenmont care board here. This has come together very quickly. We have spoken with a number of different partners and found one that was interested in exploring this broker business for themselves and have developed a model that we find very attractive and in a lot of ways this really kind of jailed quickly. So I appreciate your flexibility in hearing this kind of time sensitive manner and thank the staff as well for accommodating us there. So as part of our budget order we were required to notify the board of our intent and then also seek approval to buy a reinsurance policy. This isn't technically reinsurance but we want to comply with the spirit of this which is to seek approval for this type of protection and using that 1.5 million of budget expense line for this even though it's technically not reinsurance. So here's how this works. Trying to keep this high level but one care will make defined payments to this third party partner based on our Medicare program benchmarks for the end stage renal disease population and non end stage renal disease populations. Those are the two cohorts in our Medicare program. The point of this bullet is that the payments that one care makes is linked to our actual program total cost of care which is a nice protection for us. So as attrition happens the cost of this moves with it the way that the payment would come back to one care is that if the total cost of care spend against our Medicare target reaches 102.5% of the benchmark said differently exceeds by 2.5% of that target. One care will receive 72% of any spend from that point forward up to the risk corridor of 5% in the Medicare program. The 72% is derived from two numbers. It's the 80% sharing that we selected as part of our Medicare program so for every dollar of shared savings we earn or owe back we get 80 cents or pay 80 cents. And this is pretty standard protocol on this type of risk protection model. There's a 90, 10%, share once you kind of get into the point where there's a payment coming back. That's to keep skin in the game for the ACOs that we just don't blow through our target and clean up on any kind of proceeds coming back. This arrangement is being structured as a swap rather than a traditional insurance reinsurance policy. Basically a swap is an exchange of cash flows. We're agreeing to make a payment based on certain criteria to this third party and they're agreeing to make payments back to us under these certain conditions around how deep we get into our risk corridor. That's a little bit different than a traditional reinsurance model. We like this because it's a little bit simpler believe it or not. And this is a program that our counterpart has developed with other ACOs and our broker has endorsed as a reasonable path forward. So the core benefits of this proposal, the purpose of this arrangement is merely to limit the maximum downside risk for one care in network risk bearing hospitals. That's why we're entering into this arrangement in the event of a bad year in our Medicare program. We'd like to have some protection that alleviates the payment and the pain associated with a payback. In terms of scope in the event of a substantial spending overrun and we were to hit our ACO level maximum risk for Medicare, the payback that would come to the ACO would be in the ballpark of six and a half million. So when you think about the other protections that we have in place, the 4.1 that's already put into place with Medicare plus the six and a half, we're getting to a point where we have a lot of our Medicare maximum downside risk protection. This ultimately reduces the 21 million worst case scenario payment that the hospitals would owe to one care that we would then pass on to the payers. In the event that we do receive proceeds from this protection, we will first accrue the benefits to any hospitals, HSAs that exceeded their maximum risk limit for their Medicare program. This is to limit the need for any cross coverage or pooling. So in the model, if a hospital were to exceed their limit, we ask the other hospitals to collectively come together to fill that void and pick up the expense from that point forward. So we want to use this first to minimize the need to cross cover between hospitals. From there, if we've exhausted that completely, then we'd allocate the remaining available proceeds proportionally based on or to those that have an overrun already, but remain within their maximum risk limit. A couple summary notes here. So the cost of this program is well within the approved operating expense for reinsurance risk protection in our budget. So we're staying within our budget guidance on that front. This adds no additional risk to the network. This is really a risk mitigation model that would reduce our payback, reduce the cost for the hospitals in the event of a payback due to Medicare in this case. The one care board and finance committees have both voted and endorsed this model. So we have their support in that front. And then one of the really important points I'd like to make is that we're interested in this approach to engage with a risk protection partner for the long term. This isn't intended to be a one year model where we just buy this protection for one year and look for something else. We'll certainly do our diligence, but having a partner that starts to understand the nuances of the Vermont model here and understands one care to some degree is something that we think we'll make. We're looking into policies in future years easier and a little bit more seamless so that we're not in July trying to figure out a risk protection plan for the current year. So this is really an attempt to find a collaborative partner and I think we found them and engage in a long term risk protection relationship. This is important, especially as we continue to grow the network, which will also expand the maximum downside risk that the ACO bears. Any questions or thoughts? Questions from the board? Yeah, I have a couple. First, I think this is doing exactly what you wanted to do with the reinsurance. So I applaud that you were able to get something where you couldn't do it right at budget time. So a couple questions would be why aren't we doing it with the other payers? So why aren't we doing it with the Medicaid and Blue Cross Blue Shield? And the original budget had a million five in for the reinsurance and then through discussions and negotiations we increased the reserve to 2.2 million. And I know if you want to get relief from that reserve, you also need approval from the board. So I would just question why you're not asking for, I guess we don't know the total numbers or we can't release that yet. I would assume you're going to ask relief for the reserve for that as well? Yeah, so the first component about why just Medicare and not the other two. The reinsurance market or risk protection market is pretty immature but there is some growing experience in the standard Medicare next generation ACO model. This particular partner has some experience in that realm and I think generally it feels more comfortable working in that space. There's some reports that CMS sends us that are reliable and they have confidence in and in general I think there's more comfort there than with some of our other programs. On top of that the downside risk for Medicare is substantially greater than the other two programs. And out of the box here I think it's the right approach to get the Medicare model in place and then explore adding in the others once we start to develop that relationship further. So this is a way to ease into having a relationship with a risk protection partner because it got to be honestly really complicated to explain the Medicare and the nuances with the Vermont program plus the commercial program and the Medicaid program as well. So this is easing into the pool a little bit. And then the second question about the reserves. We would like to explore our ability to reduce the required reserves per the Vermont Care Board budget order. I'd like to see what happens on this front and if we can get this approved first that's a big part of doing that because I view them as connected. And I also want to do a little bit of analysis on what I think is the right amount of reserves that we should have based on kind of our assessment of the risk exposure we have and what protections we have in place. So I view that as something that's forthcoming. I think we just thought today we wanted to offer this for approval of something that only had a unidirectional element to it. This only reduces the risk on what you've already approved. And our board approval of expending the dollars for this program we're talking about today and seeking approval for was contingent on us asking when we are ready for relief from those reserves but it's not predicated on it. So we just thought by having this reduced but yet we want to reduce the reserves in one set would put a higher burden on the board of due diligence today rather than something that we're here telling you only reduces the risk on an already approved model under all those assumptions in the budget orders from December. And just one other thing I think to make it easier to understand you may want to do a chart that actually shows the numbers and what I mean by that is Medicare you know it's a little bit under but it was around 400 million I think right that you're looking at. So what we would be seeing is that the ACO has to take responsibility for the first two and a half percent if it's over right so that's 10 million so out of that 21 million risk and then the second worst case scenario if we hit the 5% the next 10 million we're saying Medicare pays to the ACO would pay 8 million but in this case the reinsurance would cover 7.2 million right and so you would pay 800,000 but I just think you know to make it easier to understand is kind of laying out that chart really you know updating the risk factor with all three payers knowing that two of them won't get reinsurance and the third one will. In a perfect world we would have brought some of those scenarios for you and some charts but you know really the way this came about is long term work with a broker and a couple of interested carriers where we just sort of said look if it doesn't meet these criteria on affordability attachment point which is that 2.5% at what point of over which you start to get a benefit and some other nuances to it's got to be based on our Vermont target not sort of you know what a regular next gen target would have been for us you know it took the market a while to say you know what those are actually reasonable asks and you know really wasn't until the last you know three or four weeks that this became a real option possibility and I needed to take it through my finance committee and board before coming to seek this approval from you just to make sure that they would approve expending those because you know it's really based on on the operational costs and dues that we take from them from the hospitals to fund. And we approve the request to purchase the SWAT policy. Is there a second? It's been moved in second. So at this point I will open it up to the public for any comments or questions at this point. Before we vote I just wanted to thank Mike Barber and his team for really being able to bring the board up in a very quick manner on the difference between a plain vanilla swap and reinsurance and really doing the due diligence so thank you team. Any further discussion? All those in favor signify by saying aye. Aye. Any opposed? Thank you gentlemen. Thanks again for the time today really appreciate it. Is there any old business to come before the board? Seeing none is there any new business to come before the board? Seeing none is there a motion to adjourn? So moved. Second. It's been moved in seconded to adjourn. All those in favor signify by saying aye. Aye. Any opposed? Thank you everyone.