Sonoma Valley Hospital Board meeting 11/06/20

001Not that I can see. Okay. Great. Then let me move to agenda item number four, which is a closed session report. There are two closed sessions to report on, one from October 27th, which was further review of the proposed affiliation expansion with UCSF. It was discussion only, no decisions were made, but as you will note, it is on the agenda for an action item later on this evening. And the second closed session was just held this evening. This was discussion on a potential litigation, and again, it was just review and discussion by the board. So number six is board chair comment, but given that we have some guests with us, I'm going to hold off on my comments and my pontification. Until closer to the end of the meeting. So let's move on to the

002consent calendar, number seven. Any comments, questions, clarifications? I move to approve. Thank you, Joshua. Second? Second, Bill. All in favor? Aye. Aye. Aye. Great. Number eight is the critical access hospital update, and I see Crozer's name, but not his face yet. So I'm assuming he will be with us shortly. I am here with you. Hi, Crozer. How's it going? Good. How are you? I'm enjoying election week. Yeah, well. As are we all, I'm quite sure. So do you have any good news for us? Critical access hospital update. So I have good news and I have bad news. The bad news is the Democrats did not win the Senate for the moment. We're keeping our fingers crossed. The good news is that at this point, we think we've narrowed it down to 81 hospitals nationwide that

003are in Sonoma Valley's position. And that's honestly a better number than I was expecting. It turns out that there are about 215 hospitals nationwide that have 25 or fewer beds, but are not critical access hospitals. 215. So that's a lot. That on average works out to about $14 billion over 10 years if we use existing payment models as data. So 80 hospitals is much more manageable. The Congressional Research Service is preparing a list for me of the 80 hospitals in question. And our intention in January will be for Mike to speak. And I will speak to the member of Congress who represents every single one of those hospitals. And I am optimistic that we will get the votes to pass the House. The price tag is still going to be high, but it's not like

004all 80 of these hospitals are in Democratic districts. I think this will be bipartisan. I think there will be support for this. The question, though, is that the Senate Republican Congress. Has been very hesitant to expand the critical access hospital program. Even though a lot of the candidates are in states with Senate Republicans. And so we're going to have to work through that. I mean, I think overall, I was expecting there to be hundreds of hospitals in this position. And the fact that there's not is a really good thing. We will reintroduce this bill on January 1st. Or 4th or whatever it is. We'll be ready to go. But we assuming the Senate shakes out the way we think it will. We're going to face an uphill battle there. We need a Senate Republican to

005decide to champion this bill. And we can't find one. I mean, there are hospitals that fit these criteria in Senator Rubio in Florida. Senator Lankford in Oklahoma. Senator Hawley in Missouri. There are hospitals that. Meet. These criteria all over the country. And their Republican senators have refused to do this bill with us. So the good news is that the cost of the bill is more manageable than I thought. But the truth of it is that we need a Senate Republican to care about this. And we're struggling to find one. What's the reluctance financial? It's about the score. Yeah. How'd you get from 215 to 81? What was the criteria? Having an emergency. And then having to go to the hospital. And then having to go to the hospital. And then having to go to the

006department. Are there any of the hospitals in Kentucky where Mitch McConnell is the Senator? Because if you can get his support. I think this would be go a long way. Agree. I have to check. I try not to be a. Like a partisan operative. My job is to get the policy, right? But I will tell you that. To be gentle about it. There are a number of things over the last. I don't know. 10 years. I think there's a lot of things that I can tell you. To be exactly right. I think there's a lot of things that the government has benefited. Kentucky and. That Senator McConnell has not advanced. So I, that's a good question. I'll check on that, but. I actually have a couple other bills that I work on for Mike, where

007they would benefit people in Kentucky and Senator McConnell does not care. I mean that's. At least based on his behavior. So what about Rand Paul? Who is a physician? Right. The problem with Rand Paul is that he thinks the government should everything every year. We have approached his staff, and I will say that there are Republicans that I expected to be interested who did not even answer me, and Rand Paul's staff did, but they are not interested in expanding the critical access hospital program. And it occurs to me, based on these questions, that I can get, so the one piece of data that I'm still waiting on is I've narrowed it down to hospitals that, you know, have 25 or fewer beds and have an emergency department. I would like to get some mileage data,

008because if a hospital's one mile away from the nearest hospital, I don't think they qualify for this program, regardless of if they're on secondary roads. And so I would, the Congressional Research Service basically told me that it was going to take them a couple months to narrow this down, like they don't have to do it. I don't think they're going to have to do it. I don't think they're going to have an existing database of that number. But once I do that, I will send Kelly the list of hospitals that are in your position, and I think anyone on this call who is willing to call those hospitals, call people who live in those states, I mean, like that is the way we're going to do this. The other thing I should say, though, is

009that like the outreach I've done to Republican senators on this bill has all been, I mean, we have a lot of people who have been in the hospital, and we have a lot of people who have been in the hospital, and we have a lot of people who have been in the hospital, and we have a lot of people who have been in the hospital, and we have a lot of people who have been in the hospital, and we have a lot of people who have been in the hospital, and we have a lot of people who have been in the hospital, and we have a lot of people who have been in the hospital, and we have a lot I can't remember exactly when we introduced this bill, but it's all been this year

010when I think a lot of Republican senators felt like they were liable to lose re-election, and that may change. I mean, that calculation may change. But I'm hoping to narrow down the list of hospitals even further than 81. Okay. Thank you, Crozier. Any other questions, Kelly? Anything you have to add? I think, well, we also talked, Crozier and I talked about, getting the guardrails that were in place, or going back and finding out those necessary provider hospitals, what they were assessed. So some became necessary providers in early 2000s, but then there was an audit done in the late 2000s saying, here's what you should have done to meet that criteria to be a necessary provider. And I'm not able to get that. But unfortunately, I think somebody will be able to get that for us.

011And we were just talking about if we had very good guardrails on this to protect, we might get more support. And the other thing that we probably should look at in the necessary provider, what Healdsburg had to do is they had to prove that they, even though they weren't more than 15 miles secondary road or 35 miles away from a hospital, they had to prove that there was a traffic issue. And so we have to do some work around that. And so we have to do some work around that. And so we probably need to do some work around the isolation of the valley and trying to get out with it with the traffic. And just start to make more of our case and then see how many hospitals fall into that category. Do you

012agree, Crozier? So I completely agree. But those of you who know Mike will know that it's his expectation for me to be, you know, very forthright with you. And the truth of this is, I'm not a doctor. I'm not a psychiatrist. I am a physician. I'm not a psychologist. I don't even work on a medical hospital. But the truth of this is, that if we had a Democratic Senate next year, this might be a slightly different conversation. But the truth of the matter is that until we get a Republican Senator to decide that this bill is the right policy approach, the bill is not going to pass the Senate. I mean that like I wish I had better news for you. But that's the honest truth. And we have they would be in the minority

013next year, who are probably not going to be in the minority next year. And that may change. But so I think figuring out the criteria that Healdsburg went through, I think figuring out the exact list of hospitals in your position, like all of that will help. But if we don't have a Senate Republican who's going to go to Mitch McConnell and say, like, this matters to me, uh, the Senate Republican conference is not going to spend tens of billions of dollars on this program. I mean, like, they're just not going to do it. Mike and I have found Republican Senate partners on tougher issues than this, but it always takes time. And I am a little bit concerned at some of the, like, let's say, complete lack of a response from Senate. Like, normally I

014get a response from Senate Republican, it's like, well, you know, we'll take a look at this and get back to you. And this issue was kind of stonewalled. So I think there's a lot of important things in what you just said, but I don't want to, like, mislead you at all. We need a Republican Senator to care about this, and we haven't found one yet. So how about a Republican board member to make calls? I'd be happy to do it. Well, and Bill, you know that the Republican buddies, um, did say that they could help, um, three of them. And Crozier talked to one several times, Paul Leach. Um, and he really thought he could. I didn't know if there were two others. There are two others. Um, and, but he, he thought he could

015get Nunes. Is that right? Do you remember that, Crozier? Yeah. And I think, I mean, that would have helped, but I mean, Nunes is a House member. Like, the, the, the, I mean, I had conversations with, with Paul, and I don't mean this, like, criticism of Paul at all. He, he tried his best, but I, like, I had conversations with Paul about Senators, Republican Senators in probably five states. And like the, the, the best I got was Senator, I think it was Toomey from Pennsylvania said that he would reconsider after the election. And so, so, I mean, I, I, I have a list of, I think three or four Senators. I know Toomey and Rubio and Lankford have all voted for bills in the past that would expand this program. And so I'm going to

016go back to them all in January, but I don't really just need a Republican Senator who says, if I have the chance, I will vote for this. Like I need a Republican Senator who cares about this. And I think that's given, given the price, like the good news is that the price tag has gotten smaller, but I mean, that's kind of a prerequisite for getting this signed into law. And knowing where those 81 hospitals are is, is critical. Yeah. And I'm, I'm hoping that I'm going to have a list of more like 50 hospitals that I can send to you. I think the list will get smaller. But I got to let the researchers do their time. For with they'll feel a little more settled. You know, I'm sure that some of them were up

017in the air about whether they were even going to be reelected. So maybe that's a positive thing. I mean, the one thing I would say, like, I don't, I don't know how, this works and maybe this is a shot in the dark, but I tend to think that it helps when hospitals talk to other hospitals. And so if they're like, no matter how tangential the connection is, if you find a hospital that's about to close in Florida, Oklahoma, like one of these, I mean, getting that hospital to call Senator Rubio staff, it is actually meaningful. I mean, like that, that obviously is meaningful. It's a mic, but that's meaningful to every member of Congress. And if, if, if you have that, I mean, like that, that, that, that's, that's what we need. I mean, we

018need a hospital in one of these States to call their Senator and say, we're about to close. If you don't change this. And here's the number of your constituents who are going to lose access to healthcare or hospital services. If you don't change this program, I mean, that, that, that's, that's what we need. Got it. All right. Thank you. Crozer. I appreciate all your efforts on this and we'll look forward to some additional information as hopefully it arises. And congratulate Mike. Yeah. Congratulate Mike for us. Yeah. Pretty decisive. He cracked 70%, which I'm going to be. Yeah. But I, I will let the minute I get a list of hospitals from the research service, Kelly will have it. Great. Okay. Great. Thank you so much. All right. Thank you all. Okay. Good night. Number nine,

019the CEO search update, Joshua, would you like to either give an overview or introduce Mark and Luke? I am going to introduce Mark and Luke again. Mark is, I think Mark's going to give the update and we are meeting again with the search committee on Monday and Mark, we'll give you the update now. Yeah. Well, well, thank you. Appreciate the opportunity to share any update at a really high level. And we'll go into it more deeply, but I'm happy to answer any questions that you might have, but we're in a, we're in a really busy stage right now of the process with a lot of outreach. I was kind of looking at some of the metrics we've got a target audience now that's kind of expanded a bit to almost 1400 profiles in the market

020that we're reaching out to. We've probably had contact with about a little over half, maybe 60% of those where we've had at least some outreach to them. We've got obviously more outreach to be doing, but today we've got about 50 people interested that will continue to grow. And then we've through those 50 interested, we phone screened about half. We started interviewing, probably had three or four interviews, personal interviews with people today. So it's that, that narrowing, that, that funnel effect where we're starting and we're continuing the broad outreach in the market, but it's a very active, busy time right now. And we started the interviews. We'll continue that. We've got other ones scheduled and we'll continue to, schedule other people for interviews. And we've, like I said, we've got a good amount of interest, a

021pretty broad range from pretty senior CEOs to people that are earlier in their career. A lot of interest in California. And some people beyond the border in California that have some ties to the area. So I'm pleased with the, the, the, the interest today, but like I said, we're, we're vetting those folks now and understanding whether or not we see them as good fit. Ultimately, if they, there are people that are still assessing and sort of assessing their level of interest as well and the next step. There is some anticipation that we'll have more information for them following this meeting around the UCSF services agreement that's of a high level of interest to folks in the marketplace. So we'll loop back with people as we get more information from you all on that. But any

022questions about process? I think, I know we talked a little bit about timing. I think, close your ears Kelly. We're probably still looking at that timeline we set out of probably presenting candidates to the search committee first week of December. We're targeted so that means that we're going to be interviewing candidates probably first round interviews in December. It's really tough to try to get a decision made. We're going to have to get the second round interviews probably post holidays and then be at a decision point hopefully in the January time frame and depending on how quickly somebody can make that transition will be sort of subject to the start date of whenever they can actually give their notice and make the transition. So I know Kelly, we're pushing hard to try to get it done

023as soon as possible. You know, one of the things that what we run into a little bit with it's harder to get people's attention right now given everything going on with COVID and the surge of people who are experiencing. We're having the conversations we need to have but it takes a little bit longer to get those scheduled and get calendar meetings and whatnot. So that's impacting to a small degree but it is having an impact on sort of our discussion. with folks. So, comments, you know, Luke can share any thoughts. Yeah, just to kind of chime in too with some of the market feedback that I'm hearing as well, similar to what Mark has shared, you know, really good response from the market overall. A lot of interest in the role, and I think as

024you look at what draws people to this type of position, you know, the location has been a factor for several individuals in terms of expressing interest, as well as, you know, a credit to the board and Kelly, as well as the strength of where Sonoma is today, and some of the, and the strategies that the team has moving forward. So, I think that's an attraction, as well as the UCSF partnership. So, some of those things, we're definitely hearing from candidates that these are things that are exciting them about the position in terms of a future there, and in terms of those who aren't interested, I think Mark, you said it in terms of there's a lot going on, timing isn't always right for everybody. And so, that's an important piece, especially with a lot that's

025going on right now. Some, you know, may be in too large of a facility, and so the size doesn't make sense for them in terms of a next career move. But overall, really good, really good feedback. Mark and I, I would say are also heavily targeting diverse candidates, as well. I think we've had some good conversations with several, and we're trying to build that into the slate, and we'll continue to have that as a target as we move forward. Questions? Comments? Anything we can answer, at this point? I think not. I think we're obviously all interested in the timeline. And you answered that question. And I'm glad to hear that there remains high interest, once with COVID, and our fire season, , you know, I was wondering if it might make it be a little

026bit less attractive to people. but it sounds like it's still pretty robust. Yeah, we've got a lot of interest, so we're pleased, but we've got to bet along those folks. There's people that have expressed interest that we know aren't right as well, and we've conveyed that message, but that's all part of the process. Any other questions for either Mark or Luke? All right, well, thank you, gentlemen. Keep pushing. We'll see you on Monday. Yep, keep moving. Thank you. Thanks. Thanks, thank you both. Okay, number 10, the UCSF Sonoma Valley Hospital Management Services Agreement. There is a board letter in your packet starting on page 13. And let me just remind everyone of a little bit of background. The original agreement was signed on August 20th of 2018. So we received a proposal earlier this year,

027I believe it was in March or April for the expanded agreement. It has, the proposal has been through really thorough and extensive board review. It's been reviewed and vetted by attorneys on both sides, both the UCSF side and the Sonoma Valley Hospital side. We, in addition to board feedback and review, we had a presentation in October to the Sonoma Valley Hospital medical staff. We, I did a presentation to the Sonoma Valley Hospital leadership group. We did a community meeting to get input from the community. We also had a meeting that Dave arranged with the ambassadors, the foundation ambassadors. And, you know, while there were a few comments, I think it's fair to say that there's pretty widespread enthusiasm. UCSF has agreed to it, has approved it on their end. That happened on October 26th. And

028so it is before us tonight for any final comments and a vote. So questions or comments from anybody, Joshua, anything you would like to add? Yeah, the only thing I would add is, you know, sometimes you go through a negotiation and you get to the altar and you sort of forget why you really wanted to be married to this entity or this person. And I think that has not been the case. It's been exactly the opposite. UCSF has been a good negotiating partner. They've been responsive. They've listened. They've been even flexible, which I know is not always a word that people associate with UCSF. And although they haven't moved as quickly as sometimes we would have liked, it is still, I get to this point and I still am very excited about the idea of

029deepening this partnership, both because of the facts underlying, what they bring and also because of the people who we have at least interacted with and come in contact with, who have been both a very high quality and also who I think share a set of values with many in this community and certainly with me and I think the board. So I wholeheartedly recommend that we move forward with this and approve it. I think it will be the beginning of a very large step forward in the building. of a network of healthcare in North Bay and for our community that will be very important. I'd like to make a comment, Jane. I actually am in favor of this, but my only concern about the UCSF affiliation is that MarinHealth is also a UCSF partner. They have

030a new hospital, they're closer to San Francisco than us. They may be able to acquire newer and better diagnostics than us and also recruit UCSF physicians for onsite care since they're a lot closer to San Francisco. So the question is, will we be directing our patients there for specialized care and diagnostics? You know, our recent request to UCSF for GI was said, talk to MarinHealth. So is our UCSF affiliation gonna be a UCSF MarinHealth affiliation? Do you want me to help answer that? Sure, go ahead. Yes, Kelly. Sure, yeah. And I think Sabrina can chime in. Yes, yes. Marin is definitely involved in the way that UCSF looks at the North Bay and the approach. I think that we are going to find with them that they're going to identify what we can do that

031would be unique to Sonoma Valley Hospital, that they won't put everything at just MarinHealth. So bariatrics is one that I think we can work with. We can work on both hospitals need orthopedics and needed a much more robust orthopedics program. So I think there's some things that as a primary care hospital and having the OR space that we do and with the 3T MRI that they will see our need. And I just met with, Sabrina and I just met with the new affiliate COO and the affiliate CMO on Monday. And I just met with the new affiliate COO and the affiliate CMO on Monday. And I just met with the new affiliate COO and the affiliate CMO on Monday. and showed them our second floor and how much nice space there is there and the

032old ER and talked about, they're always trying to decant, well, this could be the place. So I do think that you're right, that Marin is closer, but we have a better culture. We have a reach into maybe the rest of the North Bay that they don't. The traffic for us is easier. The accessibility is easier. So there's a lot of positives that I think are working in our favor. And Sabrina, you can jump in if you like. Sure. I very much view this as, yes, it's a partnership with both. And I think that's actually a very positive thing. We're joining not just UCSF, but we're furthering being part of the affiliates network. And this idea of continuity between primary slash secondary tertiary and secondary is a very positive thing. And I think that's a very

033positive thing. And I think that's a very positive thing. And I think that's a very positive thing. And I think that's a very positive thing. And I think that's a very positive thing. And I think that's a very is, I think the wave of the future that you right size to what you do well, and you create very strong links and communication with where you need specialty or higher level of cares and reverse, because we know that UCSF outcomes for very primary care oriented procedure may not be as good as ours. In many cases, ours will be better. So we each have our niche is how I look at this. And we're here to support each other's strengths and to help fill some weaknesses. In other ways. So I very much think it's a positive

034thing that all three are involved. And I really hope that over time we work to those strengths and each person or each institution shines individually, but yet as part of this network, and I think that this setup will allow for that. Yeah, so this is Bill. Anyone, anyone else on the board have comments? Okay, so go ahead. Okay. So I've got some comments here and I'll flip through the agreement itself. I guess that, you know, actually, what we got here was the first time I've seen the actual agreement. I mean, we've seen highlights, the major points, and all of that, but this is really, I think, the first time we've seen the full agreement, changes of which were made up until even recent days, as a result of a meeting that we had the last

035closed session. So, first of all, I'd like to compliment Jane and Joshua for being our negotiators all along through this process. I don't know how many meetings they had, but I'm sure there were quite a few. And, you know, they kept us in the loop, the rest of the board, and I think did a great job with negotiating this. I also want to thank Colin and Allison for their work because they took the highlights. That is all we had seen. And made this into a very sound document, an amendment that covered all the points that I can recall that we talked about. So I think those four people deserve our compliments. And Noel Kaufman as well was in that loop. Okay, well, thank you. So, let me, that being said, let me just quickly, if

036you wouldn't mind, quickly, page through, flip some pages here of things that I had, I guess on this, on page 16 and 17, where, oh, the fees that are talked about here, I guess so that everybody realizes it. Sometimes when you do a management services agreement, which this is partly in the nature of, you know, there's an underlying management fee that somebody pays somebody else. The provider of the service. But I think it's worthy of note that the only fees paid here by us on a pass through basis to UCSF is strictly related to the compensation of the executive team. So those, those are the only fees that are paid here. There's no other fees paid. And I think we're getting a variety of access to services and capabilities without paying any fees. So I

037think that's, worthy of note. Let's see here. What else do I have? Yeah. And I think, again, as we hashed out and was fully acknowledged was that the compensation that we'd be paying on a pass through basis. In effect, upon being billed and that's spelled out very well, how we're going to be invoiced, if you will, for this compensation. That is very well put forward, but I think we should recognize, and I think it is, that this is going to cost us more for these executives than we're paying now. And it's somewhat offset by the fact that the CFO and the CMO are not full-time equivalents. I mean, they're getting more than their salary. They've got bonus opportunity and probably a higher level of benefits, but probably net-net will be paying a little bit more.

038But I think, you know, the board in these discussions felt that that was well worth the affiliation. Going on to page 18. Well, actually, where do we have the, I guess it's the operations committee. I forget what page that's on. Maybe I've already. Actually, that's up front, Bill. Yeah, I thought so. It's, I think, on the first page or second page. Yeah, I think there were, there you go. I think that was something that presented some issues, challenging issues of, you know, is this a public committee or just a CEO committee? And this was thrashed out. And I think, again, hats off to Colin Coffey. For crafting something here that works. Again, there are some, there were some issues about how this could operate. I won't, you know, carry on too far, except I think

039Colin really solved that challenge for us. Going back to page 18, the affiliation oversight committee. This emerged. Really what's listed here. And I don't know whether we had actually discussed this or not. But I don't have a problem with it. But I think it should be brought out. That this is not, I think, as we exactly, and I'll stand corrected, not exactly the type of committee that we had envisioned. At least I had envisioned an affiliation oversight committee that was the district's oversight of the affiliation. And what is here in this agreement is, in fact, a joint oversight committee. Although it's not called that. So this did seem to be a little different than what I was anticipating. But I have no quibble with it at all. And I think it's a very practical solution

040to the challenges faced. Bill, just a comment on that. Yeah, sure. You know, I think this actually works. Yeah. It will operate as a committee of the board, of our board. And I'm not sure I know technically what would differentiate that from being a joint oversight versus a board oversight committee. But because it will be a committee of the board, it will obviously live up to and be subject to all of our Brown Act and public declarations. Right. And I think in most respects. It, you know, we can think about it as the oversight committee. So the board oversight. That's certainly the way we believed it would operate. Yeah. And this is going to have to be put through the governance committee for recommendation to the board. Because it does have on it to non-community

041members. But, you know, that's a technicality. But and I think it is better. It's a better committee. But this wasn't what I was expecting. But it works very well. So no issues there. Page 21. I see that the signer. I don't know who that's going to be. It says here UCSF, UCSF health. Is this going to be the affiliates CEO or will it be Mark Larratt, CEO of UCSF health? I don't know if there's an answer to that. It's a minor point. Mark. I noticed that. Mark signed the original agreement. But given that the affiliates network now is pretty robust, it may be Shelby. But I'm actually not sure. Do you know, Kelly? I would assume it would be Shelby. Right. So probably that notation would be changed or edited, corrected or what have you.

042That's again. I guess I'm just. Shelby. Shelby has the president title. It's just of the UCSF. Affiliates. Right. Well, as I say, I don't know. But I guess I would simply ask that as this is executed that the, you know, I mean, she'd have to sign as the affiliates CEO. So minor point. Another minor point over on page 22 is for where it lists the officers. A small edit is requested. And that is that the second one down be notated as the chief financial officer. Again, real minor point upfront in the agreement references made. There's no reference to chief finance officer. So that's a real nit. So no issues there. I don't know if that's. I hated to even bring that up. And then going over to appendix C. This is all good stuff. You

043know, the initial projects list. Really good stuff. And as always, I like to see the. You know, the bariatrics listed. Kelly's really pushed on that. And trying to get that to happen. And I do like seeing. The branding of the Sonoma Valley bariatrics. Institute. With the revenues accruing to us. And the physician physician recruitment is very good. All that. And. Let's see. One last thing. On page 26. You know, I think there's quarterly. You know, this was a little bit more. Granular and detail. Under appendix D. The quarterly fee. I've been curious about how this would actually be handled. Mechanically. And I think number two is very well stated. I'm glad to see that there are invoices that would be presented. Again, a minor point. And I think I'm just about. That's it. Okay. Thank

044you, Bill. Very thorough review. Sharon, any comments. Nothing. Thank you. Okay. Jane, I have one, one question. Another comment. As far as Sabrina is concerned, she is a half time. I'm sorry. Half-time full-time equivalent. My concern is that, and obviously Kelly just pointed it out in terms of how important she has been the last couple of months, Kelly's leaving shortly. The question is. Is. Is her hours flexible. If we need more time from Sabrina and then particularly in the next few months. Is that an issue? I don't think it would be because. I, you know, my pay would not be there and it would just be a pass through cost. So I think, you know, it would obviously be a conversation, but I don't think it would be a problem. Lean forward. Jane, lean forward.

045We can't hear you. I'm leaning forward. I said anything else before we call for a motion. Yeah. Just as a note, Mary Tess, uh, Hocktifer just, uh, texted me to suggest that it'll probably be Shelby. I think just reinforcing what Kelly said, who will sign this as president. It will be the signer. Okay. Okay. Hey, I have a motion to approve the UCSF SVH management services agreement. So moved. Second. Second. Michael. All in favor. Aye. All right. Very good. Very exciting for everybody. I think. It's very good news. Thank you all. It's been a lot of work for everybody. Lots of meetings and lots of discussion, but I think it's a terrific outcome. And speaking of Mary Tess, um, number 11 is formally adding Mary Tess to the CEO search committee. Uh, this is at

046UCSF's request and she actually has been, to my knowledge, uh, a, uh, an informal member of the committee who has provided a great deal of help and support. And there's a little bit of a little bio for her, uh, Joshua, anything else that you want to add? Yeah, I would say that whether or not this is at UCSF's request, this is at my enthusiastic support for Mary Tess has been an invaluable partner for Bill and I in sort of in leading this committee. She's been a great contributor and, um, has been nothing but accretive to the efforts of the committee. And I look forward to during the very. Busy days of early December and mid December that Mark described having somebody like Mary Tess as part of that effort in a really integrated way is

047terrific. And it's another example of UCSF health offering, putting, putting their money where their mouth is. They never talked to us about charging for the hours that Mary Tess has offered us and just freely shared her expertise with us, which is just terrific. And so I. Would like to move that we make this addition and change to the committee by adding her, her voice. And I would second that motion. Uh, again, I would say that it's been a terrific experience working with her and from the very earliest days going way back into August. We've had the complete and instant support of Mary Tess. And she came up with some very helpful. Uh, Tools to vet and evaluate the, uh, the search firm and other activities as we moved along. So I, uh, really have appreciated

048working with her and happy to second this motion. So we have a motion and a second all in favor. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. Hi. She's been focusing this year and next we'll be focusing on additional diversity equity and inclusion components in the executive search process, and we all know how important that is. And so, it sounds like that's going to be part of her responsibilities going forward. So welcome. Welcome to medical officer report, Sabrina. All right. Uh, good evening. Let's see if I can. So it's been a bit of a challenging month. I'm sure as all here are aware, on, I

049believe it was October 11th, we lost most of our connectivity or really all of our connectivity. And I believe Kelly is going to really talk about our significant downtime event in the cyber attack in a bit, but I'll just touch a bit on the clinical implications of that. Of course, with COVID ongoing and just coming out of the fires, you know, the disaster teams had never stopped, so we just rolled into the next one, but this has proven to be a very different challenge. So we do have basically an ongoing investigation and restoration of our systems. We have a long ways to go at this point. As far as clinical implications, we have been able to really continue care 99% of the time using our downtime procedures. Just means we're, as I like to say,

050practicing back like we did in the 1990s on paper. And we have to remember how to do this. And how to document. But there was a time we did it without computers. So we really, I don't think the care of patients has been affected. But it is challenging to the providers to do it a different way, basically. Because of that, we are manually processing many results, which means resorting back to transcribing things and then having to get dictations transcribed and get those printed and then get those faxed. And, you know, in this day of age, when fax numbers are sometimes out of date or just don't go. Through because we don't rely on them as much as we used to. That's where some of our delays and struggles have come from. But I do believe

051we continue to improve and learned a lot from this process and we'll take those to really strengthen our downtime procedures for the future. The other big implication of this has been on code stroke divert. And what that means is that it's an EMS emergency medical services ambulance status that we have to report that due to the challenges we're facing and the inability to electronic Lee. Transmit images at all times or the way we used to really we do have some access to them. And to give remote access to our tele neurology colleagues at UCSF. We are on a divert status as far as ambulance traffic that however does not translate to us not being able to care for patients should they arrive that has happened and we've done it very successfully through our backup procedures.

052With the neurologist still involved and with them able to see the images. So, yeah. So that's kind of we have a hybrid process, but it's not back to where we would like it yet. So we're remind on divert as far as COVID is concerned for us. It's been a pretty standard overall. I don't want to use the word quiet too loudly, but it hasn't been a major problem this month as we've seen it explode in the rest of the country. That being said in the last two weeks numbers have ticked up in the Bay Area and California as a whole and we don't really yet know the significance of that hospitalizations are following just slightly but they still remain at relatively low numbers and much lower than they were in the middle of summer. With

053that we have continued our PPE supplies basically stable. We do not yet have the papers, the new ones that we ordered about four months ago but good news is we did receive one of the ventilators that we long ago ordered so we now actually have seven in house with as you'll recall six ICU beds but three of those are on loan. So it's very nice to have a ventilator. So it's very nice to have a backup and know that we have one for each ICU bed at this time. So that at least feels very good should we see a further surge but honestly we have not needed them near like we did this summer. So so far that's really good and we hope we're able to maintain that. As far as testing, it remains a

054daily balance but we have had some wins. Our in house testing continues. We still get basically a very small allotment weekly but with that we're able to do the vast majority of our testing. We have been able to do ED and inpatient testing in house. We are still doing pre-op surgery and testing through our drive through and we've been able to reopen by appointment testing for some physician orders on an outpatient basis with use of the drive through as well. So that's been a big help to some of the community physicians who didn't have a good place to send symptomatic patients and so we're very glad that supplies have stabilized enough that we can continue that and we continue our relationship with UCSF doing some of their pre-op tests. We're also doing some pre-op testing

055and sending those samples to them with a great turnaround time of about 24 hours. We've also undergone some preparations for potential vaccines. CDPH sent out a long survey assessing our ability to administer not only for our staff but also to help with the community when this time comes and also our ability to store vaccines and whatnot. So we've completed that and we've received some possible scenarios but obviously nothing yet as a vaccine has yet to be approved. So we're well aware but we're not quite there, hopefully coming close. As far as GI services, I will say we're making progress. It is of course slow but we still have a few leads and then still in talks to get some coverage there. So we're still working through things. There are a few barriers but I think

056we're getting closer. As far as the ED, as I mentioned, really the significance there is the stroke divert but otherwise has been quite functional and actually quite busy this last week and I've been amazed. They've been just operating as if nothing happened despite all of this. So it's been really encouraging the level of care they're able to maintain with that. Same thing with medical, surgical and ICU units. Really they've just ticked along without a beat and continued downtime procedures and we are definitely continuing to strengthen our relationship with hospice and palliative care and they are regular attendees on the third floor now. And we hope that we're going to make some progress in those areas with focusing on palliative care a little bit earlier in some patients course when appropriate and addressing those concerns. So

057that's a partnership we'll continue to strengthen. For the medical staff, our regular meetings were interrupted by the downtime event but we will keep on target as much as we can going forward. They did have the opportunity, as you know, to meet with Shelby and UCSF and that was very well received. And I will say the medical staff is very excited about this affiliation from all the feedback I've gotten. So thank you. And we did host Dr. Peter Carroll for a meet and greet during I think the Monday after we went down and that was also very well received. Many of the primary carers were able to come and meet in person and talk about possible referrals and those have begun via telemedicine. So we're very excited that that partnership is up and going. And just

058to note, as I usually do with the quality events, this is a reportable event to CDPH which has been done and I will say they've been supportive. Two questions for you, Sabrina. Yes. Do you know when the quality indicators will be back up for the quality committee? And the second question is, will the hospital require COVID-19 vaccinations for all staff members when it becomes available or will that be voluntary? The first question with regards to the quality data, I wish I could give you an ETA but I don't have a firm one yet. We're getting closer. But I will say we do not have a firm one yet. I will say we do not have access to those systems yet. Until we can confirm access and integrity, I can't really give you a firm timeline

059on that. But it could be several weeks yet. We're still shooting for a meeting on the 18th? I think it's yet to be determined. I think we'll know a lot more next week, particularly by next Monday. I should be able to get a better prediction when we work with our consultants and we'll be sure to. We have many targeted deadlines on our calendar. And of course, if we know we're not going to be able to make them, we'll try and make other arrangements. But as of currently, we do not yet have access to that data. As far as requirements for a vaccine at the hospital, I don't believe it will be up to the hospital. I believe this will be a requirement made at a higher level as flu vaccines have been this year. So

060we will probably follow the larger guidance that we are given. As you may know, our county and many of the counties in the area made the flu vaccine mandatory. And that is mandatory with a couple of very specific declinations for medical or religious reasons this year. And that is to proceed in the future. And I anticipate that the COVID vaccine will be handled similarly. Other questions for Sabrina? Thank you. As always, I can tell you've been extraordinarily busy and we certainly appreciate and admire your work. Thank you. Number 13, Kelly, your administrative report. Yes. So I will talk about the downtime event next. But it certainly has been what we have been focusing on now. We are finishing up our fourth week in this situation. And it has been a true learning experience for all.

061And I just have to say that the staff and the physicians and even the patients in the community have all been extremely patient. And I think we will talk about it more. But once they found out what was happening to us, it really was gotten a lot of compassion. A couple of things. I want to talk about the construction for CT. We had a couple setbacks. But I'm hoping that we will get the CT in this month. And hopefully open in December. Again, with this expansion. And with this experience. And with some of the other little issues with construction that have come up. My goal is to get it done before December 31st. So I can celebrate and have that be my last gift to all. And then the MRI construction has sort of started.

062But it is still on time. They had left a lot of room in that one. And there's a number of overages in the CT project that we have said we're not going to go over budget. So they're doing some value engineering now on some of the backend work. But we'll stay on budget. As far as the Dr. Carroll, I wanted to mention, I think that he's going to be a big hit. This is the first attempt to bring a world-renowned physician to the hospital. hope that you know we're doing a little bit of a soft start but we're starting to market it now and once he's working and it's working well we'll go after some other specialists that are needed and see if if that's available um scrolling down vivian a couple other things i

063wanted to mention we do have a physician uh we uh that will we've made an offer to that will start next summer with the prima group and that is her name is dr patel and she has not officially accepted yet but she said she would be so there will be five primary care physicians at the prima office and then our two uh dr mishra manuel and our pa at the sonoma family practice office we still have dr lou dr dolorophis who's concierge dr um for duchy and campbell who are slowly uh coming down but we think that we can fill up that primary care and you know why we do this more primary care is the more healthy the hospital is so i'm very excited about that and that was a change a positive change

064with the new ceo at marin health where um there was some movement to not expand in sonoma and he turned that around and he's willing to expand so we all see that as a very positive move um in our relationship and the much of what we've been working on as far as the hr time that happens right now the open enrollment and screenings and all that we're still getting done so i got to give lynn a lot of credit she manages to make things happen even without systems and i'll talk about that a little bit more next but any questions yes kelly michael here uh could you expand on carbon health will this be a freestanding urgent care center owned by the hospital or is it just a matter of time until we get to

065the end of the year i'm sure it will be staffed by marin health no it won't be staffed by marin health so carbon health is an organization that uh we are very excited about they're mostly virtual care and urgent care with some physician practices as well i really don't know what the relationship will be yet michael but i would love to see at least the virtual care and urgent care options for sonoma whether or not we would invest they have a full-time care center and they have a full-time care center and we've got a few ways that they do that and they're expanding very quickly but we have not sabrina and i were supposed to get this week some suggestions on how we can move forward and we haven't quite gotten there yet so it's

066just right now more of an idea on our end and they are expanding into marin county and so we thought well why not come up to sonoma hopefully it wouldn't take much of an investment on our part the beauty of working with the health care center is that we're going to be able to provide the best care for our patients and we're going to be able to provide the best care for our patients and we're going to be able to provide the best care for our patients people who go there like it it's a very easy system to use and then if we have the relationship we'll get the referrals for the ancillary services that they usually provide and what's happening now is that a lot of patients for the lower level cares are not

067coming to the er they're actually using virtual care so we want to have that option in our community that's connected to the hospital does that help make sense thank you okay welcome you go back to peter carroll for a second sure is he designating certain periods of the day to see virtually obviously sonoma patients or how how are we designating or how is he designating when that patient is a sonoma valley patient versus part of his general practice i think yeah i'll answer that yeah please do yes sabrina i'll just tell you we'll forward you the um marketing pieces that we did uh so you just put out that explains a little bit more so i can't tell you all the intricacies but at a high level it's not a certain time of day he's

068very experienced with telehealth so i'm not sure how they range his schedule but they're marking these patients and i think it's based on the where their referral comes from as well as their address and they're highlighting it somehow on his ehr so it's front and center and then there's a way in the ehrs to designate your preferred lab your preferred inpatient and then they're highlighting the treatment gene and all that so that would be those would be designated to sonoma valley hospital for these patients like with his ucsf patients patients that he sees have to be referred to him that can't be a self-referral in most cases i believe that's a ucsf policy not an insurance policy i trust well depending on the insurance so there are only certain ppos that allow self referrals but

069even then many of the specialists um ask for a referral especially when they're at a job that's not a professional one so that's a very important step there so if you're in the hospital for a long time and you don't know where to go you can't be referred to the hospital for example that's a very important step and to be able to get the appropriate background information that you need for a patient right good kelly more yeah sure so uh to talk about the uh significant downtime event which is what we're calling it which oh i forgot to mention the annual report this year i think bob did a great job on it um so hopefully everyone got a chance to take a look at take a look and it'll go out the first week

070of December. Yeah. I must say again, compliments to Bob. Great job. You know, this, I think it looks a little bit different each year. So it's a lot of creativity tells a great story. So I hope he hasn't permanently retired to Arizona. No, no, we're keeping Bob. Okay. So on October 11th, I got a call from our it staff that we were notified of a ransomware. And we started immediately. What you do is you shut down every system. So we shut down every system and then and that's to protect as much as we can. And then you start assessment. And so we spent the first week with being in assessment, I will say that first day on a Sunday, I was able to get ahold of Shelby at UCSF who connected me with their CIO

071at UCSF. And he was so helpful. They had just gone through something in their research department in June. And I don't know, I would have been pretty lost in that first day. So we were connected with a number of people with the assessment. So first we have Coveware, which is, the group that works with the threat actor. And again, I'm using new words, but the threat actor is, is it's R Y U K. It's a splinter group off of a larger group in Russia. They've been targeting hospitals and again, they usually make a demand of one to $2 million. So they, we shut everything down, did the assessment, And we never heard much back from the ransomware or the threat actor. So that first week, we did our best as a team with our small

072team. But it wasn't enough. And the assessment took a little bit longer than we had hoped. Containment was just starting. You know, you really do. You're kind of in shock and you just have to figure out how much has been really compromised. And the good news is most things were not compromised. What was compromised was the PACS system. The images were moving to a new system. So they got a lot of large files back to 2009 of images. And then we think they've got some PHI quality. Information out of another drive. But we'll know for sure what they have soon. So we found the ransomware note the following Sunday. And we reached out to the threat actor. At that point, we pretty much had decided that we weren't going to pay them. But we did

073go through the process of reaching out. And they never did make a dollar demand. And it was very slow. And it was very slow with their response. Just yesterday, I think that was, no, Tuesday morning, we did get a note that they had published the data they had. So they had put it up with the site that they do. And it was 75 gigabytes. And according to the IT experts, that's a lot of data. But we think it was mostly images. But what's weird is they put it up. And so we were going to go in and look and say, okay, what did you take? And then they took it down. And it's still down. So we can't find what they put up or what they were threatening to put up. And that was kind

074of the end of that part of this experience. And then we go into the containment mode. And that was about the second and third week. We're still not completely contained. And what you do is you go and you sanitize every system. You ensure that it's secure. And then once it's sanitized, first we had to develop a brand new clean network, which was a lot. And then we start to put it on the clean network. So that's what we've been doing for the last couple weeks. And now we're in, starting last week, we're in recovery. And that's when we have some recovery experts coming out. So we had a co-wear team to work with the threat actors. We had a forensics team to tell us what the damage was. And now we work with the recovery

075experts. The good news is all of this is paid for by our cyber insurance. Thank goodness. We have that. So the recovery experts are working alongside, and I can't still believe this, the UCSF number two under the CIO has been working with us now for almost over two weeks. She's been helping us get through this and sending resources from UCSF. So again, we have a very small IT team. And we've been able to double that with the recovery experts and with the UCSF team. And they're working together very well now on the project plan to get things recovered. Unfortunately, and I was very resistant to this at the beginning, this takes months. So we hopefully will get a lot of systems up. This actually got a lot done today. What they had to do is

076recreate the computers. And then we had to order 50 new computers. Because a lot of them were not working. And then we now pull those up. But there's about 215 workstations that we need to pull back up. In addition to the servers. In addition to the 75 different systems that we have at the hospital. So you can imagine this is a lot of work. But I think we're all feeling more optimistic right now. Again, ending the fourth week. The emergency department got up today. So that's big. And inpatient should be up by noon tomorrow. The weird thing is about this is that the nursing departments seem to be the most unaffected by this downtime. Imaging and lab were seriously affected. But the nursing departments just went on with their care. And it was great. And

077surgery included. So it's amazing what can continue to happen. We did have to stop doing mammography. Because we were doing it. And we weren't getting things read. And you can't do that. You've got to get that read faster. So we haven't done any new studies for, what is it, Sabrina? Over a week, right? Two weeks? Yeah, we stopped. We stopped diagnostic from the get-go. We were still doing some screening. But when we realized we weren't going to be able to read those as we had initially hoped. And had to create another workaround. And that's the point that we stopped. Until we could get that workaround. And now we're working through the backlog. Yeah. And then we also, we had some long wait times in the lab due to the process. So we tried to encourage

078patients to go to other draw stations. We don't really make money on our outpatient lab anyway. So it's really okay if patients go elsewhere. So they are. But most still came to the hospital. It was just part of their process. So volumes didn't go down that much. But we were trying to decrease the wait times and decrease the volumes there. But everybody else, we've just been able to serve. So hopefully by the next board meeting, which won't be until December 10th, I can say that we're recovered. And I can tell you it probably will take us that long. Kelly, do we know how they gained access? Kind of. It was a phishing email. It was a phishing email that was done through a laptop. And when they, and someone clicked on it, kind of knew

079something happened, took it to IT, but it was just too late. They'd gotten in. Kelly, first of all, you know, every time I've heard you describe the little piece of this, it never ceases to amaze me at the amount of just sheer work effort, organizational skill, and collaboration that it takes to, to address something as serious as this, to, to move a hospital, you know, to paper just, it seems to me to be an incredibly large task to, at the same time doing the containment and the recovery and making sure all the patients are being seen is, you know, is commendable. It's just, it's just incredible. So thank you and thank, I know Sabrina has been working on it. I'm sure Ken, you've been on it and others. Thank you all for doing that. Thank

080you. I know that's amazing. Question I had is what are the, are there any things that we are going to change going forward to hopefully minimize the risk of this happening again? Yes. Absolutely. And can, you know, can Ken describe what that is? That would be great to understand. Yeah. Because I can imagine. So we're going to, there's a lot of standards that UCSF, because they've been around, have brought to us that, you know, are higher security measures, but very important. So we're going to have longer passwords, 12 with different digits and numbers. And we're going to go to two factor authentication. We had that a little bit, but not at the level we could. We are going to have to spend some money on more of a security company that sort of comes in

081and helps us out. So we're going to have to spend some money on more of a security company that sort of comes in and helps us out. There are a few systems that we're going to have to convert to. We were at end of life and that's our timekeeping system, such as Kronos. So the, there are a number of things that we're going to have to invest in to ensure the safety. But as the Jane Wong from UCSF to see, I think, I don't know her exact title, but CIO number. Um, she said that. It's just how it is now that you're always chasing possible security risks that, and, and once you figure one out, then they get smart and it's just amazing. So no one did anything wrong, but, um, there are a number

082of things that we can do to improve our, um, security. So, uh, Kelly, um, do we have, or did we have a disaster recovery plan? Yes. So we've been, we practice downtime procedures once a month, Bill, and that's when they take the systems off and do, um, the patches that are needed to the systems. Uh, but we did it at night. And so we're thinking that we need to start doing that during the day and with all the systems, not just a few. Right. Uh, also, um, from quite a while ago, I was in the banking industry and one of the things that was always brought up about bank systems. Was that there would be remote locations where all the data went at the end of the business day, it was all shifted off to

083somewhere else. So if it was a major problem, you had a mirror of all the transactions, um, that the enterprise was doing. Do we have any remote location where we ship all of our transactions at the end of the day? Yeah. So we have, um, our, our electronic health record is actually remote. If you recall, that's, um, so. We did have that, uh, we had to prove that we were clean to get back up, but we had that, that there. Um, and then we have backup for everything else. Uh, what is div so we can, once the systems were shut down, then we've got, you know, a month's now worth of time that we've been in downtime that we're going to have to go back and put in. So, but we can pick up where

084our systems were and that's why we didn't pay the threat actor was because we did have the backup to be able to pull back up. Yeah. Just to clarify. So we're not. Basically turning the switch back on, on all of these, we have to build the network completely from scratch and use backups and attach them to the clean network. So, um, and that sounds really easy. It's not. There's a ton of pieces that happen there. You keep getting hit with these fast balls, uh, these hard balls until you, until you get out of here. So another one. I know. I were talking about that. We thought these last few months were going to be calm, cool, collected. You thought that about your, your last year as board chair too. No. Kelly and I talked about

085this the other day. Okay. Kelly, thank you. You know, really thanks our appreciation and admiration to everybody. Cause we know it's just been absolutely hellacious. Yeah. Yeah. It's been all hands on deck and everybody's still standing and they're doing great and still smiling. Great. It's kind of a hysterical smile, but they're doing it. So. Yeah. Yeah. Yeah. Yeah. Yeah. Yeah. Yeah. Yeah. Yeah. Yeah. Yeah. Yeah. You're probably on your last nerve. I'm sure. Yeah. All right. We have a couple of resolutions that are next on the agenda. So I think I'm going to turn this over to Joshua. Oh, I get. I like it. It's got your name. It's got your name next to it. I know. I know. I'm not sure that it really should. Uh, this was a collaborative effort that Kelly actually

086led, um, to, uh, to really thank both of you, both you and Sharon for your many years of service. And, um, I do. Do you Kelly, do you want to read these? Probably better for you to read them. Okay. Sure. Into the record. Cause I think they're well, yes. Yes. They're well-crafted. You know, Peter HoHorse in, in the tradition, um, loves to do these resolutions and start with the service and then turn it into some fun. So let's start with Jane. Um, who I will say, uh, has been, um, one of the best bonds. Yeah. I've had a lot of great bosses I've ever had in my career. Um, I've enjoyed, she's been board chair for me three, three years of my 10 and, and, um, it's just a pleasure to work with her. I

087learned so much. So thank you, Jane. So whereas, and we, you know, we love our where as Jane Hirsch has rendered extraordinary service to the Sonoma Valley healthcare district, Sonoma Valley hospital and our community. And whereas Jane has served on the district board of directors since 2012. And, um, I'm going to say. And whereas Jane has served as the chair of the district, the district's board of directors in 2015, 2016, and 2020, and we can say 2020, not in a bad way. It's been a good year for her. Whereas Jane has been the longest running board quality chairperson, bringing her incredible experiences into the group and her willingness to sit through this as Michael's addition, all 21 revisions of the quality charter. You remember that Jane? I do. And I got a nice email from

088Howard Eisen Stark commenting on that as well. Whereas Jane served as a chair of the skilled nursing committee in 2018 and 2019, resulting in keeping this service at the hospital for the community and avoid avoiding future losses. And that was no small feat. And she was perfect for running that committee. Whereas Jane served as the chair of the board CEO compensation committee for several years, providing much appreciated feedback. And support for achievements. Vivian, can you keep scrolling up? And whereas Jane has taken the lead in bringing the next level of UCSF affiliation to the hospital in 2020, whereas Jane has always been willing to help and has been an outstanding board member. And whereas Jay has a unique way of finding humor and smiling through any situation. And one of the funny things that she

089Jane told me is that when ever she was walking around UCSF. And people said, oh, I'm not going to be there. And people said she was still smiling. They thought everything was going to be okay. So done that beautifully here as well. Whereas Jane has reluctantly waved to the crowds at the July 4th parade and attended many hospital and community events representing the district. And whereas Jane can always be counted on to give recognition and appreciation to the staff and colleagues. Whereas Jane is always available day or night to the CEO and others to help find positive solutions. And I will tell you, I call her at least three times a week. Whereas Jane is known to routinely do her community relations work at the basketball lingerie and Sonoma market. And especially when we're doing

090something controversial, right? Right. Whereas Jane's husband, now this is Joshua's for sure. Whereas Jane's husband will be dancing in the streets on the day Jane retires from the board so that he can have his wife back. Whereas. Whereas. Whereas Jane will finally get to play her regular Mahjong game without being interrupted by important hospital business. And I for some reason do always tend to call during Mahjong. I don't know what happened. They've all gotten used to it. Sorry guys, got to take this. Sorry. Whereas Jane is a big fan of the Giants and the Warriors. And whereas Jane will be sorely missed by all as a cherished and valued member of the Sonoma Valley Healthcare District Board. And maybe Joshua. Now therefore it be resolved that her colleagues and admirers salute Jane's leadership, thank her

091for outstanding service to the hospital, the district, and the community, and wish her well in all future endeavors, both personal and professional. Hear, hear. Thank you so much. That's great. So are there any comments? Well, this is Bill. Thoroughly concur with all of these whereas's. And it's been wonderful to work with Jane. And we've had the great benefit of her. Experience and professionalism all along the way. No doubt about it. And all I would do given all these accolades. That you've been subject to. That you will agree to stay on the quality committee as a community member. So anyway. Wonderful to work with you, James. Very much. Appreciate it. Mike Sharon. Yeah, I'd like to make a tribute to both Sharon and, and, and, and Jane. You know, I, I am not. Served with Jane

092and Sharon as long as you guys have. But I know talent when I see it. With Sharon heading up the finance committee and Jane, the board and quality committee, we had really two outstanding community members to take us through actually very difficult times. I think they're leaving on a high note and they're going to have big shoes to fill going forward. They certainly have earned the retirement. I wish them both the best. Thank you. So I have some comments about both, but I'm going to make them at the end. So can I get a motion to approve the retirement of the board? I'm going to make a motion to approve the retirement of the board. I'm going to make a motion to approve the retirement of the board. I'm going to make a motion to

093approve the retirement of the board. I'm going to make a motion to approve the retirement of the board. So can I get a motion to approve this resolution? Second. All in favor. Hi. It needs to be unanimous, doesn't it? Well, I liked what it said. Five eyes. We already, we already put the vote up there. It wasn't in doubt. Kelly. Oh gosh. Okay. Oh, Vivian. We missed the. Vivian, we missed the beginning of Sharon's resolution, didn't we? It just starts into the whereases. Sorry about that. I guess I wasn't aware of that. Okay. Well, so again, we're honoring Sharon with this resolution and for all of her work for the hospital, the community, the districts, and doing extraordinary service. Whereas Sharon has served on the district board of directors since 2012. And I forgot to

094also mention that she was on the finance committee from 2010 to 2012. Right, Sharon? Well, I think I actually started before 2012 when Dave Chambers resigned. But okay. So it's longer than 2012. Yeah. Because I didn't walk in and become chair in 2012. I know. Okay. Okay. So yeah. Yeah. I mean, I could have, but I don't know. Unfortunately, we didn't have the access to the systems. Access to the records. Yeah. So we did. I think it was 2010 when I actually came on the board when Dave resigned. Okay. And then, but the finance committee, what year did you go on in the finance committee? A little bit before that. 2009. Yes. Okay. Okay. Good. Yeah. Yeah. So you're 11 years with the hospital. That's amazing. So we'll definitely. Yeah. We'll correct that. But that's

095amazing. Okay. So whereas Sharon served at the chair's district board in 2012 and 2013, I hope we got that right, but we'll check. Yes. Yes, that's true. And she was in, I didn't mention it too much, but she had stuff to deal with as chair. Each one of you have had. But there was some interesting moments at that time. And we were also just finishing up the capital campaign and getting the new wing up and a lot going on. Whereas Sharon has been running the board finance committee, bringing her incredible experience and wisdom to the group and has mentored many new members for consistently high performing team. She's always looking for new members and finds the great ones. So we've been very blessed. Sharon has served as a chair of the audit committee, resulting in

096clean audits. All during her tenure, which is amazing. Sharon took the lead in managing the Marin general affiliation to a positive end. Nice way to say it. Underscore end. Yes. Sharon has always been willing to help with many difficult situations and creates the best outcomes, such as with the Sonoma Valley hospital foundation reboot from 2012 to 2014. Whereas Sharon has a way of always keeping us stable and ensuring we are fully in touch with the community. She's also been leading our over the last few years, having an incredible team and continuously supporting our nonprofit and others. Right now we're focused on improving our financial situations by selling off, non-performing assets, reducing and paying off debt, not incurring future debt. And these were all. Just policies that we created under Sharon's leadership and they've led to

097financial stability or. And maybe even. Thriving at times. Sharon has reluctantly waved to the crowds. Both U2. Did not. attended many hospital and community events representing the district including the pajama parties right yes Sharon has can Sharon can always be counted on to support and inspire the finance team especially the CFO and give recognition to and appreciation to the staff and colleagues whereas Sharon is always available day or night to the CEO and others to help find positive solutions and celebrate the wins with a dinner so we've so appreciated that we've had those she and I have been able to have dinners no matter what happened at the board meetings and it's a it's a great tradition Sharon has recruited many community members to the board committees and foundation through her relationships connections and dinner

098parties and I'm not sure if everybody knows but that's where we got a few board members I think I don't know did we get you that way Joshua? No you got me through Steve P's referral to you. Okay all right Sharon will not have to spend whereas Sharon will not have to spend so much of her time focused on keeping the hospital alive and stable with her practical and calm ways and she is always calm Sharon will finally get to go to the desert and play golf without being interrupted by important hospital business whereas Sharon's special drink recipe at EDK will be shared with the new board members. How about the old board members? There truly is a Sharon Nevins drink there. What is it? Oh Sharon share. Oh so it's a combination of mezcal

099and tequila I will tell you no more but I will buy you one when I'm back in town. Okay fine. Whereas Sharon Nevins as a cherished and valued member of the Sonoma Valley Healthcare District now therefore it be resolved that her colleagues and admirers salute Sharon Nevins leadership thank her for her outstanding work. She has been a very important figure in the outstanding service of the hospital, the district, and the community and wish well in all her future endeavors both personal and professional. Thank you Sharon. Thank you. You're here. So I have just um I just have a moment to say something but should I wait till after you pass and adopt this? Well I don't know if it impacts whether we're going to vote for her. I know. I'm not going to say it

100now. Who knows? So um I'm going to get a little teary I'm sure so just ignore that but um um I'm not going to vote. it's been quite 10 years to be involved in healthcare at Sonoma Valley Hospital. And what it showed to me is what it takes not only to survive, but to strengthen it. And it's not me who did that particularly. I was so grateful to meet with and observe the, and I call it the grit and determination of the staff. And I talk about all staff to get hard jobs done with great outcomes. And I think we're seeing that yet again, as I listened to the board meeting today, it has been hard to stay in touch with everyone during fires and COVID. And I missed being in the hospital and watching

101it work, but I look forward to a time when that may happen again. And I offer huge congratulations to all involved. Thank you for this opportunity and for your support of the board. So thank you very much. Hey, may I make a comment too? Sure. Yeah. Believe it or not, I got into healthcare finance in 1970. So it's been a long time. I dealt with a lot of finance chairs and I do have to say Sharon's been the best. She's been willing to listen. She's been willing to give me constructive feedback, sometimes criticism, but it was always constructive and I really appreciate working with her as well as the rest of the finance staff. And we'll miss you. Thank you, Ken. It was great working with you too. Ken and I go back. I don't

102know if anybody knows it, but Ken and I go back before Sonoma Valley Hospital. Yeah. Way back to San Francisco. San Francisco General. Yep. If I could just say something. I don't know how Susan's feeling, but right now I'm feeling a little intimidated about to try to fill the shoes of these fantastic women. We have a lot to learn, Susan. But I want to congratulate both of you. And wish you well, of course. And I know you'll still be involved. Thank you. You'll do a great job, Judy. And I can tell you that eight years ago or 10 years ago, we were feeling the same way. That's right. Well, best of luck to you both. And we do. We have some shoes to fill. You know, before we well, actually, let's vote on Sharon or

103get a motion and vote on Sharon. Unless, Bill, you want to say something? Yeah. Two points again. I certainly concur with that. I agree with everything that's been said, both in the resolution and other comments. But I would highlight kind of a practice of Sharon's, which I think may still be going on. I'm not sure. But it was the conduct of these pre-meeting meetings that she would have for many years, maybe still going on, whether it was before the finance committee and or the board where, you know, she would huddle with Ken and his predecessors. And do kind of a dress rehearsal. And tee everything up. And that was more time, more attention. And is emblematic of her true dedication to this hospital. So I missed out on those pre-meeting meetings. You held them together,

104made them happen. And secondarily, something which was mentioned in the resolution, but I think we owe her truly a debt of gratitude for starting up. Thank you. Thank you. Thank you. Thank you. Thank you. Thank you. That was a lot of work at the beginning. And that was resurrecting a shell that had been decimated by mass resignations. But to take that and to construct a framework and a bylaws and recruitment of foundation members. I think we probably could have had two or three more whereas for the foundation work. So where we are today with the foundation? Good. the foundation we really owe to Sharon Nevins. Thank you. Thank you, Bill. So, you know, I wanted to talk a little bit about both Sharon and Jane because we are at a watershed moment, right? We are

105losing two extraordinarily experienced trustees, and this is not to intimidate you and Susan and Judy, but, you know, joining this board and hearing from the community how much this board brings expertise was a bit intimidating for me when I joined, and it's because of the years and years of experience they both have and the knowledge of this sort of crazy, complicated industry, the hospital and our community, and I'd feel really scared or worried if it weren't for the fact that both Judy and Susan have and are going to bring tremendous amount of experience to the board, but I do think it's worthy of at least marking this as the end of that era where we had two, then three with Mike and four with Bill with his experience, very, very deeply experienced trustees. Sharon, you

106know, we've certainly had our differences over the time, but I've always appreciated the perspectives you've brought to the board and to the hospital and understand the dedication that you have had to this institution and the support from the CEO. You know, as the resolution pretty ends, I think it's a good thing that we're able to do this. I think it's a good thing that we're able to do this. I think it's a good thing that we're able to do this. I think it's a good thing that we're able to do this. I think it's a good thing that we're able to do this. I think it's a good thing that we're able to do this. I think it's a good thing that we're able to do this. I think it's a good thing that we're

107able to do this. I think it's a good thing that we're able to do this. I think it's a good thing that we're able to do this. I think it's a good thing that we're able to do this. I think it's a good thing that we're able to do this. able to do this. I think it's a good thing that we're able to do this. I think it's a good thing that we're able to do this. able to do this. I think it's a good thing that we're able to do this. I think it's a good thing that we're able to do this. I'm not sure we would be here without many of the things you talked about over the years. In particular, the debt issue that we did just talk about in there, but

108also cash as a critical metric of our success and our failure. And all these things were very crucial to my early understanding of hospital finances, which happened in the relatively recent past. And your constant reminder that I will never forget the trustees need to stay out of the operations. Never leave my head, I promise. Personally, I wish you all the best. I hope you take the time to play golf or do whatever travel or I hope one day we can travel again. Whatever you know will will actually make for fulfilling life past hospital, and hopefully you'll, you'll still be around in the community and keep in touch. Thank you. Jane. I'm going to really miss your wisdom, your good humor your thoughtfulness and your strong leadership. I've always been told that nurses make the best

109leaders and you have shown me why they say that you've taken on so many of the most challenging tasks I'm not saying you always wanted to but with such great humor. It's incredible right in your leaders, your years as board leader in the sniff Task Force and most will it you know recently. UCSF affiliation. And I've, I've just totally and always enjoyed the way you approach the work the way you approach your board service, and I hope that I've learned a little bit from you. And maybe it's in particularly how to face these significant challenges with the sort of grace and humor and judgment that you have. I'm thrilled that Jeff will get you back a little bit because I know he's been aching for that. I'm thrilled that Jeff will get you back a

110little bit because I know he's been aching for that. It's been a pleasure to serve with you on the board and I look forward to a continued friendship in the future. Thank you, Joshua. And you've learned a lot of medical terminology to talk about the acronyms you both have taught me. But I'm probably nowhere near good enough yet. So I don't think we've actually passed Sharon's resolution I noticed it was dated on the third of December to which is not correct. I don't know if James was also but Oh, I think it was probably has to We should have Several changes to make. So any other comments before we take a poll of the votes for Sharon's resolution. Well, I have a couple comments to make too but should I wait until after we vote.

111No rules. You're the chair. I just wanted to echo what Sharon had to say, you know, it's been. I really want to express my gratitude. Thank you. Thank you, with the it has been, you know, coming from a huge resource intensive institution like UCSF to a place that is really so lean and yet still watching everybody just jump in and put on a new hat, whenever it's necessary to do so and do whatever needs to be done and they've done it all gracefully, it really has been just so gratifying, I have always really experience. enjoyed health care. To me, it's always been an honor to be able to impact patients and their families at a time when they're extremely vulnerable because of an illness. And so to see a group of professionals that really pull

112together and behave in a way that makes it the best it can be for patients and families and for each other has really been just a wonderful experience. There have been a lot of challenges over the last eight years, but it's been really, again, gratifying to have been able to participate in many of these changes and challenges. I think almost everything which has ended up in an improvement. And I'm really delighted to leave the board in Judy and Susan's very capable hands. They will be actually sworn in in a couple of weeks. And we'll be ready to be seated at the December 10th board meeting. And the date got changed, I think everybody knows, because the county clerk has a schedule that's required. What happened here? We can still hear you. You've all completely disappeared.

113I wonder what happened. Let me just... That was weird. I guess I must have hit something inadvertently. Anyway, a schedule required by the county clerk. So I... Really, I wish everybody the best. Kelly, in your new role, it's been, it has been a pleasure. All those early morning and late night phone calls and weekends, et cetera, et cetera. It's all been, all been a pleasure and certainly wish the continuing board members and the new board members all the best. It's such a positive move forward to have made the decision that was made tonight to move forward with the UCSF affiliation. So I think things will just continue to move forward in a most productive way. Certainly we'll be keeping our eye on things and hoping for the best. We, of course, had hoped to do

114some extensive traveling once I had a little bit more flexibility, but that's not going to happen anytime soon. So we'll be watching you with all good luck. And Bill, do you want to mention the gift? Yes. Where are those gold watches? Do you have anything at hand? There, Vivian? Did Rolex come in? We have for each of you a delightful gavel, which will be arranged with your name and dates of service. How nice. How nice. Oh, what a great thing. You can see them up close, but... Did we get Sharon's dates of service right? Yes, yes, yes. That's right. And those are not to be used on spouses. Uh-huh, yeah. We didn't give them the bases for these gavels either, so they really can't use them. Okay, I think we need to vote on Sharon's

115resolution, because we'll forget. That's right. So moved. Second. All in favor? Aye. Back to you, Jane. All right. I would say unless there are any other board comments, we are ready to adjourn. Thank you. Thank you all. Thank you. Bye. Stay safe and good night. Good night. Sharon, safe travels. Thank you.