125 Worth Street ▪ New York, NY ▪ 10013 BOARD OF DIRECTORS MEETING THURSDAY, JUNE 26, 2014 A~G~E~N~D~A Call to Order - 4 pm Dr. Boufford 1. Adoption of Minutes: May 22, 2014 Acting Chair’s Report Dr. Boufford President’s Report Dr. Raju >>Action Items<< Corporate 2. RESOLUTION adopting, pursuant to Arts and Cultural Affairs Law §57.25[2], Records Retention and Ms. Youssouf Disposition Schedule MI-1 (1988; rev.2006) issued by the Commissioner of the New York State Education Department and found at 8 NYCRR §185.14 and 8 NYCRR Appendix K. (Audit Committee – 06/12/2014) 3. RESOLUTION approving the designation of William Gurin, Deputy Corporate Compliance Officer, as the New Ms. Youssouf York City Health and Hospitals Corporation’s Records Management Officer, as that term is defined under New York State Education Department regulations found at 8 NYCRR §185.1[a], to coordinate the development of and oversee HHC’s records management program in accordance with the requirements set forth under Article 57-A of the Arts and Cultural Affairs Law and the implementing regulations thereof. (Audit Committee – 06/12/2014) South Manhattan Health Network 4. RESOLUTION authorizing the President of the New York City Health and Hospitals Corporation to execute five Ms. Youssouf successive one-year revocable license agreements with the New York City Human Resources Administration for the use and occupancy of approximately 2,738 square feet of space at 413 East 120th Street, Borough of Manhattan, to house La Clinica del Barrio operated by Metropolitan Hospital Center at an occupancy fee of $23 per square foot, a $2 per square foot utility surcharge, a $1 per square foot seasonal cooling charge, and a Saturday occupancy charge not to exceed $25,000 per year. The total occupancy fee to be paid over the five years authorized shall not exceed $471,810. (Capital Committee – 06/12/2014) North Central Brooklyn Health Network 5. RESOLUTION authorizing the President of the New York City Health and Hospitals Corporation to execute a five- Ms. Youssouf year lease extension agreement with Welner Associates for 10,900 square feet of space at 279 Graham Avenue, Borough of Brooklyn, to house the Williamsburg Community Health Center, operated by Woodhull Medical and Mental Health Center at an initial rent of approximately $41 per square foot to increase at a rate of 3.5% per year with the Corporation responsible for the payment of real estate taxes, water and sewer rents, gas, and electricity and with the Corporation holding an option for an additional five years at a rental rate that will continue the pattern of annual 3.5% increases provided that the exercise of the Corporation’s option shall be made only upon the further authorization of the Corporation’s Board of Directors to be requested not less than one year prior to the date of the proposed exercise. The total to be paid in rent, exclusive of real estate taxes, water and sewer rents, gas and electricity, shall not exceed $2,776,486 over the initial five-year term. (Capital Committee – 06/12/2014) 6. RESOLUTION authorizing the President of the New York City Health and Hospitals Corporation to execute a Ms. Youssouf revocable five-year license agreement with Eyes and Optics for the use and occupancy of approximately 140 square feet of space on the 8th floor of the “E Building” to operate an optical dispensary at Kings County Hospital Center at an occupancy fee of $30 per square foot for a total annual occupancy fee of $4,200 to be escalated by 3% per year. (Capital Committee – 06/12/2014) VENDEX: Pending (over) BOARD OF DIRECTORS MEETING THURSDAY, JUNE 26, 2014 ~ AGENDA ~ PAGE 2 MetroPlus Health Plan, Inc. 7. RESOLUTION authorizing the Executive Director of MetroPlus Health Plan, Inc. to negotiate and execute a Mr. Rosen contract with Beacon Health Strategies LLC, to provide administration of behavioral health services for a term of two (2) years with three (3) options to renew for a one (1) year term each, solely exercisable by MetroPlus, for an amount not to exceed $76 million for the total five (5) years. (MetroPlus Finance Committee –06/10/2014) EEO: / VENDEX: Pending Committee Reports Audit Ms. Youssouf Capital Ms. Youssouf Equal Employment Opportunity Ms. Kril Finance Mr. Rosen Medical & Professional Affairs / Information Technology Dr. Calamia Strategic Planning Mrs. Bolus Subsidiary Board Report HHC Capital Corporation Dr. Boufford Facility Governing Body / Executive Session Elmhurst Hospital Center Diagnostic & Treatment Center Annual Quality Assurance Plan / Evaluation 2013 (Written Submission Only) Renaissance Health Care Network Diagnostic & Treatment Center Semi-Annual Report (Written Submission Only) Bellevue Hospital Center >>Old Business<< >>New Business<< Adjournment Dr. Boufford 125 Worth Street ▪ New York, NY ▪ 10013 NEW YORK CITY HEALTH AND HOSPITALS CORPORATION A meeting of the Board of Directors of the New York City Health and Hospitals Corporation (the "Corporation") was held in Room 532 at 125 Worth Street, New York, New York 10013 on the 22nd of May 2014 at 4:00 P.M. pursuant to a notice which was sent to all of the Directors of the Corporation and which was provided to the public by the Secretary. The following Directors were present in person: Dr. Jo Ivey Bouffard Dr. Ramanathan Raju Mr. Steven Banks Dr. Mary T. Bassett Dr. Vincent Calamia Dr. Herbert F. Gretz, III Ms. Anna Kril Dr. Hillary Kunins Mr. Robert F. Nolan Mr. Mark Page Mr. Bernard Rosen Patricia Yang was in attendance representing Deputy Mayor Lilliam Barrios-Paoli in a voting capacity. Dr. Bouffard chaired the meeting and Mr. Salvatore J. Russo, Secretary to the Board, kept the minutes thereof. ADOPTION OF MINUTES The minutes of the meeting of the Board of Directors held on April 24, 2014 were presented to the Board. Then on motion made by Dr. Bouffard and duly seconded, the Board unanimously adopted the minutes. 1. RESOLVED, that the minutes of the meeting of the Board of Directors held on April 24, 2014, copies of which have Been presented to this meeting, be and hereby are adopted. 2 CHAIRPERSON'S REPORT Dr. Boufford announced Reverend Lacey's resignation after 35 years of service as the longest serving member on the Board. Dr. Boufford acknowledged her commitment to HHC's mission, as well as to the community. Dr. Boufford received the Board's approval to convene in Executive Session to discuss matters of quality assurance. She received the Board's approval for the appointments of Anna Kril to serve as Chair of the EEO Committee and Mark Page to serve as a member of the HHC Capital Corporation Board. Dr. Boufford stated that the Joint Commission conducted its triennial survey at Woodhull Medical and Mental Health Center and Coler Specialty Hospital and Nursing Facility, and congratulated the hospitals on their successful surveys. Dr. Boufford updated the Board on approved and pending Vendex. Dr. Boufford congratulated Board member, Anna Kril, on her recognition as one of the United Hospital Fund's 2014 Hospital Trustee honorees for exemplary service. PRESIDENT'S REPORT Dr. Raju's remarks were in the Board package and made available on HHC's internet site. A copy is attached hereto and incorporated by reference. 3 In addition, Dr. Raju noted that Senators Schumer and Gillibrand announced over $4.3 million in federal Sandy funding for Bellevue Hospital Center. Dr. Bouffard disclosed to the Board that she has uncompensated academic appointments at the New York University School of Medicine and the Robert F. Wagner Graduate School of Public Service of New York University, and therefore would preside over the meeting but would neither participate in the discussion nor vote on the three action items regarding the New York University School of Medicine affiliation agreement. ACTION ITEMS RESOLUTIONS 2. Authorizing the President of the New York City Health and Hospitals Corporation to negotiate and execute an extension of Affiliation Agreement with the New York University School of Medicine for the provision of General Care and Behavioral Health Services at Woodhull Medical and Mental Health Center and Cumberland Diagnostic and Treatment Center for a period of one year, commencing July 1, 2014 and terminating on June 30, 2015, consistent with the general terms and conditions and for the amounts as indicated in Attachment A to provide the parties adequate time to conclude negotiations for a new agreement; AND further authorizing the President to make adjustments to the contract amounts, providing such adjustments are consistent with the Corporation's financial plan, professional standards of care and equal employment opportunity policy except that the President will seek approval from the Corporation's Board of Directors for any increases in costs in any fiscal year exceeding twenty-five percent (25%) of the amounts set forth in Attachment A. - AND- 3. Authorizing the President of the New York City Health and Hospitals Corporation to negotiate and execute an extension of 4 the Affiliation Agreement with New York University School of Medicine for the provision of General Care Health Services at Coler Specialty Hospital and Nursing Facility and Henry J. Carter Specialty Hospital and Nursing Facility for a period of one year, commencing July 1, 2014 and terminating on June 30, 2015, consistent with general terms and conditions and for the amounts as indicated in Attachment A to provide the parties adequate time to conclude negotiations for a new agreement; AND further authorizing the President to make adjustments to the contract amounts, providing such adjustments are consistent with the Corporation's financial plan, professional standards of care and equal employment opportunity policy except that the President will seek approval from the Corporation's Board of Directors for any increases in costs in any fiscal year exceeding twenty-five percent (25%) of the amounts set forth in Attachment A.