 So we can't put all that in a simple condition, but I think to me, really, this work is gonna be what we need to do over the next couple of years to figure out how we evaluate it thoroughly. Because I guess my concern, I mean, if I look at just numbers, for this year's submission, I think it's about 16 million in administrative costs on an 800, you know, plus million dollars that you're talking about, and it is at 1.6, 1.7%, you know, our savings or risk orders go between, you know, let's say on average about 4% on either side. So you certainly, we could have a year, an unfortunate year where we're 2% above, or you could have a year where you're below, but I think it's just maybe challenging, I'm not sure if this is a cumulative number to maintain that savings each year. The other part of it, which I think you did bring up a little bit, is where would healthcare have gone without this? So if we're counting at a 3.5, but the rest of the nation is at 5, how do we attribute that? So I just felt this, and I brought it up last year too, was difficult to really measure and quantify. Not that we shouldn't be looking at administrative costs as a total, which we are. I think that's one way to look at it, and not that we shouldn't be looking for savings to come out of the system. I think it just may be challenging to put that percent. I'm still not really clear. I guess if it's they should, that kind of leaves open the fact that it may not happen, or when will it happen? Because I guess the challenge would be, what do you do in a year or two years if we're just holding flat? There's no savings, but we're dead on money. When there's slight savings, there's 1% savings, but we're saying you've got to save 1.6 and 1.8% if that's what you're told. I look at it that looked at the administrative expenses relative to the cost and relative to what they were doing, and prove that. So as I heard the motion, it basically was only a lifetime of the agreement, so the only given year, especially in the beginning years where you need to make investments that do not have to be the case. And I think there's an implied promise throughout this whole agreement that we're trying to, as we try to move away from fee-for-service to value-based medicine, that costs will be controlled. So I think it's an important piece to have as a condition because quite frankly, it's not necessary because it'll be self-corrected because if the ACO cannot demonstrate that they're moving healthcare in the right direction, they're not going to be able to get the targets scaled because no one is going to want to participate. So I just think it's a useful reminder of an implicit promise that has been made to people to, as we move away from fee-for-service to value-based medicine, that one of the goals is to have less stuff being done while better coordinating care and improving quality but at the same time containing cost. So I think it's an important piece of the motion that she made. Yeah, I think it's just one thing that it is doing, if we think about the wrong all, is if we're saying the average is going to be 3.5% over five years and if their spending is going to be roughly 1.5, maybe a little bit higher, 1.6, then we're basically almost bandating that the growth rate can only be 1.9% in total. And again, I'm not saying that it should or shouldn't be. I absolutely want to see that their savings and everything. I just think it's being clear of what that expectation would be five years down the road is that it's not at the 3.5% growth that we're holding them to. It's offsetting by the administrative costs, which we all hope happens. I'm not saying that I don't hope this happens, but what the net of that I'm interpreting and maybe I'm interpreting it wrong is that five years out, if we had the 3.5 and if their administrative costs were between 1.5 to 2%, that the net growth will end up being under 2%. So actually, if I can make a friendly amendment to this, because I think there's a broader interpretation of healthcare savings here. So I definitely appreciate the addition of the open duration of the agreement because I think it's going to take over five years and we have additional investments right now that we have to make. But I would like to make a friendly amendment that the estimated savings could include cost avoidance and the value of improved health. And I think there are mechanisms to evaluate and to quantify the value of improved health. So it's difficult, it's challenging, and it's an estimate. But I think those are two important components of the value of this model that you'll be on just straight up savings below the estimated. Well, let's do one point at a time. Jess asked for a request for a friendly amendment and I'd like to hear Robin considers it to be friendly. I do because I think that by the wordings saying savings projected to be generated through the model, the model is bigger than just the ACO component because part of what we're trying to do is shift dollars to primary care, for example. And we know that there will always be some primary care outside of the ACO itself. So I think that mirrors my intention. So yes, I would consider it friendly. Who seconded the original motion? Just did. So I guess I don't have to ask you. So it's been accepted as a friendly amendment. Tom. I am supportive of the overall concept. I mean this whole effort is to help their costs to save money and invest in population health and it's truly a kind of a normal effort. Where I have maybe a question is or a comment is how did your amendment relate specifically to the provision number nine, which says one year's administrative expense ratio must be consistent with its proposed budget. If the expense ratio increases by more than 1% from the budget, one care must properly perform the board. And at our last meeting I asked, well what does this mean? Does this mean that because it was 1.7% was the ratio, does this mean that if 1% is added to that it could go up to 2.77% and the answer was yes. So that doesn't seem to be constrained enough to me when we're dealing with a budget that are hard numbers on an annual basis versus a budget that relates to your overall goal of savings. And to underscore that point, if, and I know where the 1.77% came from, it's equal to 15.9 million and it's the 15.9 million as a numerator divided by the 898.6 million in total revenues, 1.77%. So if we allowed as number nine is drafted to go up to 2.7%, that's another $8.9 million, which is a 56% increase and is a big number. And that's not something that I want to vote for in a budget that says you're at a 1.77%, the number you presented is $15.9 million. But up to an additional percent, you can go ahead and spend it and then above that you come back to the board. So I was kind of looking at language in this same vein that would basically not lock them in to the 15.9 million but put more constraint on it by basically saying that the total revenues are projected to increase. The expense ratio shall remain at 1.77% unless otherwise approved by the board. So as the revenues go up, their spending can go up. But if total revenues are projected to decrease, the administrative expense shall not exceed 15.9 million. So there's a floor at 15.9 million and then a commensurate increase in administrative expenses as the total revenue rises. So I'm having a hard time, I want to be supportive of the hard time relating this more general principle to this specific dollar and cents budget. Yeah, I think that number nine and what I'm proposing should be two separate conditions because I think what you're talking about is specific to 2019 and what triggers a review of 2019. Whereas the condition that I'm suggesting with Justice Amendment is more of setting a principle out there and an expectation that this will be part of a look back later on when we're trying to evaluate how we think we did. So I would keep them separated. Right, well then for me, I applaud your motion and we'll move on to number nine when we get there. Okay. We might be after your motion. Okay, is there other discussion on the motion? So before we vote though, it's sounded to me from what Tom just said that he has an amendment on one of the staff recommendations which we should probably address before we vote on my motion because my motion included all 16 conditions. I don't know if that's a question for you. So I think there's a couple more. I think so there's probably one we can discuss and the question is, is it cleaner to do it on the underlying motion or is it cleaner to do it as separate discussions once the underlying motion has been voted up or down? I have no idea so I agree with you. But seeing that nobody is making a motion to further amend. I think he is making a motion. I think that I can comment on number nine. Well he hasn't made the motion so I assume he was going to make a separate motion after the other vote but if he wishes to. Well I have two of that and one other that are part of the package and so if voting on Robin's motion means that we accept with your amendment all the rest of the package, I'm not there yet. Well her motion did accept all the rest of the package. So I guess Tom, the best thing for you to do is proceed with your other two motions. Okay. So as I just said a minute ago, thank you Mr. Chair for steering me in the right direction. As I said a minute ago specifically, and I remember when they had a point of care was here, very proudly saying that their administrative expense was 1.8% of premium if you compare it to commercial insurance and was very supportive of 1.8%. I'm trying to say okay well you've given us the number of 1.77%, that's $15.9 million and it's a respectable number but if we accept number nine as crafted it would allow one care to spend up to 2.7% of gross revenues or another $8.9 million. And that seems too constrained to me. So I have this language that tries to allow them to grow on the upside but puts a floor on the downside because this is a start-up entity. We only have two to three quarters worth of data here and I don't want to be an overly tight-walled person when people are trying to do something new and creative. So my substitute motion for number nine would be to eliminate the second sentence which says if the expense ratio increases by more than 1% from the budget one care must promote, must properly inform the board. I have a substitute for that and this is again just for fiscal year 2019 if total revenues which is the basis for the 1.77% are projected to increase expense ratio shall remain at 1.77% unless otherwise approved by the board. This allows one care's administrative budget to go up if revenues exceed what they have in their budget and if total revenues are projected to decrease the administrative expenses shall not exceed $15,915,189. Can you give me that number again? It's the number that's in their budget and it's $15,915,189. And so there's a floor, that is a floor, so that if as we discussed at our last board meeting if one of the payers pulls out it doesn't, you know, if you kept it tied to the percentage it would mean that their administrative budget would go way down. And so there's a floor and there's upside risks of, you know, with this substitute. And the other motion I should talk about, Mr. Chair, or unless we want to discuss it. Let's do one at a time. Okay. I just. So you've made a second motion. He's made a motion to amend. Is there a second? A second. Yeah. Yeah. Now we're going to discuss it. And the first question I would have for the staff is, is there a scenario under which on the upside that expenses might increase, rise higher than 1.77%, but it could still be a good investment over time? I'm not sure, but some of the numbers still, still moving around. But my guess is if they, you know, with what Tom put forth, they would just need to come in and let you know. And most likely it would be they incorporated a new organization within their organizational structure that was unplanned at the time of budget. But again, they would just need to come in. This year we did see a decrease. I think, Tom, I think it's a good idea. I think the 1% was too high when you actually look at the concept. I'd like to amend yours a little bit, which is the one scenario you didn't really address is if they came in right at the, you know, dollar amount for the NPR, and then we're still combining them to the 15.9 million. I think they're, in order for them to have to come back to the board, it should be a percentage, let's say, I'll throw out a number, but 10% over or 5% over. So if their 16 million were to go up by more than a certain amount, because to hold them to the exact number, it's a budget and every budget number is wrong. Just because of the way we budget, it's going to be up or down anyway. So we hope it's favorable. I'm just saying before they have to come back to the board, I would agree with, you know, your scenario. If the dollars go up in NPR, they can raise, you know, up to a point without having to come back, you know, there's a floor. But then it's just to say, in order for them to really trigger to come back to the board, I would put a percent and I would say 10% over the budget. And they certainly can come back before then if they needed to. I think I understand what you're saying. So I tried to structure this so that there is upside growth if the NPR goes up. So hypothetically, if their gross revenues come in a million bucks more than it affected, they get 1.77% of that in addition to the base amount. So there's no downside risk to them as a floor. It's an upside risk growth with the ratio that they presented to us. Yeah, in my scenario, I'm saying if their dollars were, it's not a billion, but if it were a billion and they had the 15 million, and they stayed at the billion and then they went up to 16 million because they were just wrong in their budget. I'm saying you haven't given them any flexibility there. So they have to come in if they're at 16 million or five. We haven't given a range. And so I think there's always a range in a budget you're going to miss. We could say it's 5%. I was giving 10%. But I just wanted to put something on there to say I totally agree the extra 1%. That's not really, if they did come back with that. The year later, we'd really be saying, well, I spent $9 million more, but giving them something in there just so it's not required. So I get what you're saying. Do you have enough burdens to put it in? So let me just ask a question because I think what Mr. Maureen suggests is asking you, if you allow for a 10% fluctuation around the 1.77% but keeping in place the floor of the 159 should they have reduced revenues. Am I stating your request properly? I guess you've converted it into the 1.7% so no, that's not actually. Because I'm saying if they, in this case, if they hit their NPR exactly as they stated, but they come in higher on there. And I think what I was saying is that the 1.77 plus or minus 10%. Where I don't like the plus or minus is if their NPR grows by a lot, which it might as we chew up where we were thinking actually like Medicare may actually be higher than what was in their budget submission, that could be a pretty high number. So this was really, you know, stay with the 1.7 if you go to a higher NPR number. If you're at the current number, you have a little flexibility before you have to come back. Do you need to be able to state your motion? Do you want me to try? That's former legislative driver. So can I see what you have? Let me see if I can try. Okay, so I think the motion would be to amend condition nine to strike the last sentence and insert in lieu of that if total revenues are projected to increase, the expense ratio shall remain at 1.77% unless otherwise approved by the board. If total revenues are projected to decrease, the administrative expense shall not exceed 10, I'm going to round it up to say $16 million plus 10%. I wasn't, if they were falling short, I was keeping them at the floor. So if they came in at 800 million instead of 840, I don't think they should get the extra there. It was really like they just came in on budget, but I can live with that. Okay. I can add another sentence. It's okay. As long as it's not clear, it's clear that that plus 10% doesn't make that 11.77%, it makes sense. Right, right. I'm not sure what instance of amendment we're into here now, but do you consider that to be a friendly amendment to your motion? Yes, I do. Okay. I mean, I agree with Maureen that no budget is ever perfect, and what she's trying to do is address that situation, and so I view it as a friendly amendment. Good. Is there further discussion? If not, all those in favor of the proposed amendment to condition nine, signify by saying aye. Aye. Any opposed? Okay. I understand you have another one. Right. So in this, I think this is in the spirit of transparency and the fact that most of the ACO's budget comes from the public sector, at least at this point in time, from Medicare and Medicaid. And we ask hospitals to provide us with salary and compensation information. We have that information from their IRS 990s, which doesn't apply to the ACO. And so I'm looking to develop some transparency about the salary structure at the ACO. So this would be my proposed amendment. In consultation with the Green Mountain Care Board staff, one care shall develop a format for reporting compensation and benefits of officers, directors, trustees, key employees, and highest compensated employees. Such format shall be submitted to the Board for approval no later than June 30th, 2019, and filed for fiscal year 2018 with one care's 2020 budget proposal. Is there a second for purposes of discussion? The Chair will second the motion. Discussion? I think if you want to get that information, that could be required. You know, we can ask them about during the budget. I don't know that it should be in the order. And I'm not sure in the context what would we do with that information, specifically without knowing how it is relative to other ACOs to, you know, buy each person. And what they do, and why they hire, and what the credentials were for their hiring. So I actually support the motion because I think that the purpose isn't for us to do something with it, but it's just to create transparency for the public, which is paying for a large portion of this through Medicare and Medicaid dollars. And I think it's consistent with what we do during hospital budgets to request the information for transparency purposes only. And I don't see why the ACL should be treated differently than that just because they're a for-profit versus a non-profit organization. So that's my two cents on it. Any other discussion? I think what we did for the hospital budget is we did put it in order. We put it in their request for presentation. We bucketed it by salary type. And we also had supported what their HR hiring was behind that and where it was relative to national. Because I just think getting a number, you know, I don't see the benefit of that. I heard you correctly. Sorry, it's hard when I know I did this to you guys. So we heard about this fair play, but it's hard when you don't have it in front of you and ready. What your motion was was to have one-care work with staff to develop some reporting. Right. And so there is no format right now. And so this would be asking one-care to work with staff to develop a format, not something imposed on them necessarily to develop a format that they bring in the format to the board and say here's the format that we think works. And the board accepts it or doesn't. If they accept it, then the first report would be with their 2020 budget. Right. So I guess I'm also more comfortable with this as something to be developed as part of the guidance for the next years. But because it's not, we don't have any evidence in front of us one way or the other around this. So it's not like we're ordering something based on our guidance for 19 with which we collected information. So certainly as when we get to the point where we're discussing our guidance in 2020, it should be a topic that we discuss and make a determination on. Again, process-wise, since we are new to the ACO budget process where we have a little bit of growing pains as we try and sort out like what's in a budget, what should be a guidance, what should be in an order, how do we deal with enforcement of last year's order when we're doing next year's order before our last year is over. But for me, it would be better placed as a guidance. Well, just trying to reach consensus among the board. Another suggestion would simply be that I, as the chair, write to OneCare and ask them to report the salary information consistent with the same report that would have been required if they had been a non-profit and had File 990. I take your point that this may not be the best place for that, but I would also hope the board would be supportive of allowing me to send a letter at least asking them to provide it. Can I just comment on this? As far as putting it in the budget review at this time, there's nothing in the budget to review as part of this. We do have a period where we will have the guidance as was pointed out. I think it's most appropriate there, and I don't think that necessarily includes you chair from asking OneCare for information, but the cleanest process would be as we do with hospital budget guidance also is to have that discussion at that time and get that information for review of whatever story you might think it leads as we do the next budget cycle. So, Tom, are you willing to withdraw the motion, or would you like to continue? No, I would draw the motion under the hope or expectation that this becomes a part of the budget guidance. I do think it important. Some salaries are what they are, and as a public sector employee, I've had to deal with these issues at the state level and sometimes it's a red flag, but sometimes it's helpful. The public is very interested in how their money is being spent, and I think this is a key metric for them, and so as long as this is in our budget guidance for the ACO, it works for me. So I'll withdraw my motion. Thank you for withdrawing it. I am going to take it further and send the letter though because I think that this is even more important than what we asked for in the guidance for the hospitals because the hospital information was available even though it was under a lengthier time lag because of the filing of the 990s being public information, the public could at least get that information, and by virtue of one care not falling under that same criteria, if somebody doesn't require the information, they'll never be transparent. Thank you, Tom. Is there any other discussion on Robin's motion to accept the conditions along with the one additional condition and the changes to condition 9 that were previously voted on? Any further discussion? If not, all those in favor of the motion signify by saying aye. Aye. Any opposed? So Michael, team, I just want to say that I know that that's a sleepless nights. The way this process is set up, it is a very frustrating one as far as time periods as we're waiting for information from our partners both in federal government and state government and one care. And I know that you and your team have worked in an exemplary manner to get us to this point today, and I thank you. And with that, does anybody have any further questions for the team? No, I would just like to echo your thanks to the team and also to all of Tom and to Maureen and to Jess and to you Kevin in terms of your thoughts and, you know, putting our thoughts out there and having this discussion in public is not an easy one, but I appreciate everyone sharing their thoughts and taking the time to craft additional ideas and things. But thank you especially to the team for all their hard work because I know for a fact that I've been working thanks to you guys. Thank you. We have the team and you will regroup once the dust settles and figure out how we can do this a little better next year. This is our second year. It was not ideal in terms of timing, but better maybe some things we can do to make sure it goes a little bit more according to schedule. Thank you. So the next item is old business. Susan, with the inability for us to, that's true. We did notice public comment. Is there any public comment? Yes, Dale. I just want to comment that as complicated as this is, I actually think that in some ways we have it over simplified. It makes sense for the level at which we're carrying on the conversation. I would just like to remind us all that underneath that is people actually using the healthcare system which have a totally different experience than the one we talk about here. When we're talking about the state, Medicaid, we're talking about Medicaid experience. We're talking about Medicare experience. When I go up there and talk with people, I'm talking with people that are talking with me about they can't print down their cable budget because it's also their phone and their internet. If it's $160, it's $160 or you get disconnected. Their rent, they can't do anything about their rent. It's not going to come down. It's not negotiable. When I talk with them about their healthcare, they'll say, I wanted this plan, but the premium was almost double of the cheapest plan but it had less copays. It had more to offer that integrates with this but they can only afford the cheaper plan and the cheaper plan doesn't integrate as well into the all pair model and to Medicaid or Medicare. I've carefully been looking at that and correct me if I'm wrong but that's one of the things that I think sometimes we don't think about. When you get people that can only afford the cheapest plan, it doesn't integrate well into the kind of healthcare we're thinking about. The copays are more, everything is more expensive if you have to use that plan. It's almost like a fee-for-service plan, a combined, but everything we're trying to get away from is fee-for-service. I just find it a real irony. I think you've raised some really valid points. Of course, every individual is different and it depends on where they fall in the spectrum of the ability to get subsidies and in some cases they can have a better health plan and in some cases they can't. That's why we're trying to move towards a fee-for-people healthier, trying to look at wellness versus sickness, trying to move away from fee-for-service and we're making incremental steps but we're certainly in long, long ways from where we need to be. Thank you, Bill. Any other public comment? Seeing none. I understand that we have postponed the presentation on the plan for consent on HIE to the first meeting of January. Is there any need then to even have a meeting on Wednesday or should it just be canceled? A meeting on Wednesday should be canceled. Without objection from other members of the board, we'll cancel the meeting on Wednesday, which I'm saddened about because I didn't get to address in my Christmas attire because I was expecting to have a meeting on Wednesday. We're saddened as well. I'm sure it'll make an appearance. I'll show up in our office. If anybody needs to, we can maybe Skype you in too. Do a video. Is there any other old business to come before the board? Is there any new business to come before the board? Seeing none. Is there a motion to adjourn? Second. It's been moved and seconded to adjourn. All those in favor signify by sending aye. Aye. So thank you everyone.