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  • NHRMC - Navigant Engage Contracts

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    Ben Schachtman
    554 vizualizări19 pagini
    The release includes NHRMC's initial contract with Navigant, dated July 23, and an addendum, dated December 11 (but retroactively effective as of October 29). Both contracts guide Navigant's support of the hospital's Partnership Advisory Group (PAG), but the scope of the addendum is broader; while the initial contract focuses primarily on a total sale, the updated agreement includes more options, including more specific language about maintaining local control.

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    The release includes NHRMC's initial contract with Navigant, dated July 23, and an addendum, dated December 11 (but retroactively effective as of October 29). Both contracts guide Navigant's support of the hospital's Partnership Advisory Group (PAG), but the scope of the addendum is broader; while the initial contract focuses primarily on a total sale, the updated agreement includes more options, including more specific language about maintaining local control.

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    © All Rights Reserved
    Descărcați ca PDF sau citiți online pe Scribd
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    554 vizualizări19 pagini

    NHRMC - Navigant Engage Contracts

    Încărcat de

    Ben Schachtman
    The release includes NHRMC's initial contract with Navigant, dated July 23, and an addendum, dated December 11 (but retroactively effective as of October 29). Both contracts guide Navigant's support of the hospital's Partnership Advisory Group (PAG), but the scope of the addendum is broader; while the initial contract focuses primarily on a total sale, the updated agreement includes more options, including more specific language about maintaining local control.

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    © All Rights Reserved
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    Indicator pentru conținut neadecvat
    din 19
    ‘Addendum to Agreement (“Addendum”) Dated December 11, 2019 between Now Hanover Regional Medical Center ("Client") ‘and Navigant Consulting, In. niki Guldehouse inc. (*Navigent”) WHEREAS, tne Cent and Navigant entra into an Agreement for Strategic and Financia! Consulting Servces (‘Agreement’) dated ly 28, 2010; and WHEREAS, Ciont ras requested Navigantto amend the services as deserted herein, NOW, THEREFORE, in consideration ofthe mutual agreements and covenants contained therein and for other good and valuable cansieraton, the receipt and sulleancy of which are hereby acknowledged, tis mulualy agreed and covenanted by and between the pares fo ts ‘Adserdum a8 o10ws 1. The Services as described inthe Agreement sal be amended as follows: ‘The Agreement shal be further updated and cared based on further leadership cscussion and input since tha execution of te Agreement and n ight of pubic hearings nthe mater and Completion in October of 2019 of he cat Chortr of ho ParinerahpAdvieary Group: A Jont ‘Suecommitae of he New Hanover County Board of Commissioners and the Board of Tuatoes of [Now Manover Regional Mecca! Centor nen charter frter refines the scape ans cretion in this maller(S0e alched Charter in Beni A) ‘The s00pe of sratonic consulting services wil be broaser to reflec the request for aropasal provess deinaatod inte Charter and considering New Flanaver County (the County") and New Fanover Regional Medical Center NHRMG") potently entering ino sratage partnership win another heat system or organization. Suh a partnership may invove() the sae ease rater br assignmont of he facies and assets associated with ho operations of NHRMC, (i) ‘management of NHRMC operations, (i) NHRMC's merger into another neath syst, andlor v) some other form of afftaton(s). Paro his process alsa wil nciude reviewing, ciscusseg end _assessing NHRMC/Counly options of continuing status quo or completing an Internal corporate fesructuring and remaining a sand alone Courty-owned pubic hosp ve, nat mowing onward wit athe ary) Further the Navigat personnel abe trom page 4 ofthe Agreements replaced with the foBowing smaler gtoup of team memers (nowy rates forthe remaining fea members il remain the same), Robe hae Tevet vara HoureWook Projet Leadership | David Bak 4 Broject Oversight | Bryan Sugai! iz Project Managemsii_| Kallyn Moore | Managing Consul 35 Projet Suppor’ Nek Wozniax | Senior Consultant 20 (Project Support] Greg Van Astyne | Senior Consutant 20) 2. Pursuant to the accusiton of Navigant by Guidehouse LLP, al references to “Navigant Consulting, ine" or "Navigant shall be doleled and replaced by "Gudehouse Inc and ‘Guldohouse” respectively, Page tof3 3. In order to rafect the timing of scope of engagement changes per the final Charar implementation an Oetoter 22, 20:9 (Ihe feel PAG meeting), thie Amandmant wil be ‘retroactively eftectve to October 29,2018 4 The Foes and Expanses for the amended sovices shall be invoiced using the same rates esorbed in the Agreament 5. EXCEPT AS PROVIDED FOR HEREIN, ALL TERMS AND CONDITIONS OF THE [AGREEMENT NOT HERETOFORE CHANGED ANDIOR AMENDED REMAIN UNCHANGED {AND IN FULL EFFECT. IN WITNESS WHEREOF, each arly has executed this Adéendum ty its autherzed representative. NEW HANOVER REGIONAL MEDICAL ——_NAVIGANT CONSULTING, CENTER, (GUIDFHOUSE INC. Qbaeck oe ht Printed Name an Te: Printed Name and Tt G. dest RCE 0 Davi Burk, Managing rector ote) 2-11-14 ate: (2° fle Page 20t3 Eanibit a (Chanter ofthe Partnership Advisory Group Page Sot (CHARTER OF THE PARTNERSHIP ADVISORY GROUP A JOINT SUBCOMMITTEE OF THE NEW HANOVER COUNTY BOARD OF COMMISSIONERS AND THE BOARD OF TRUSTEES OF NEW HANOVER REGIONAL MEDICAL CENTER Name ‘This Charter establishes the Partnership Advisory Group, a joint subcommittee approved by the New Hanover County Board of Commissioners (“County Commissioners") and the Board of Trustes of New Hanover Regional Medical Center (*NHRMC Board,” and together with the County Commissioners, the ““Boards"). Such committee will be referred to herein asthe “PAG.” H.Purpose & Responsibilities “The purpose of the PAG shall be to advise the Boards with respect to New Hanover County (the “County") and New Hanover Regional Medical Center (°NHRMC") potentially entering into a strategie parinership ‘with another health system or organization. Such a partnership may involve (i) the sale, lease, transfer, or assignment of the facilites and assets associated with the operations of NHRMC, (ii) management of NHRMC operations, (i) NHRMC’s merger into another health system, and/or (iv) some other form of | afliiation(s) (Proposed Strategic Partnership”). The PAG"s meeting agendas and corresponding reports tothe Boards, as applicable, shall focus on the following sequential tasks and responsibilities. Each task may take one or several meetings to accomplish |. Orientation to the process, general timeline, NHRMC, the County and the healtheare industry ‘These meetings will not call for any voting or deliverables fo the Boards 2. Identifying the key goals and objectives and corresponding information request components that the PAG recommend he included inthe County's request for proposals °REP"} to be issued by the County in accordance with North Carolina General Statute §131E-13(@). The PAG will carefully review and discuss such goals, objectives and RFP drafts, recommending changes and clarifications based on the PAG's consideration of the best interests of () the citizens and healtheate providers of New Hanover County and the surrounding communities, and (ii) NHRMC. in fulfilling its mission and meeting its charitable purposes now and into the future, The PAG will vote on the recommended RFP for County issuance, highlighting the key goals and objectives for the Boards: such recommendation, RFP and goals and objectives will be the PAG's first deliverable 1 the Boards [enttying a minimum list of five (5) health systems/organizations that the PAG recommend be sent an RFP in accordance with North Carolina General Statue §131E-13(d), based on the PAG's ‘review of summary information on potentially interested or qualifying partes understanding that ‘other health systems/organizations can and likely will submit proposals aswell and that these will be vetted in the same manner as the identified initial group. The PAG will vote on this recommended list and such list will be the PAG's second deliverable tothe Boards. 4. White third parties ae preparing responses tothe RFP, reviewing and discussing NHRMC/County ‘options of continuing status quo or completing an internal corporate restructuring and remaining & PAG Chater Paye-1 stand-alone County-owned public hospital (i.e, not moving forward with a third party). These ‘meetings will not call for any voting or deliverables tothe Boards Evaluating the RFP responsesiresponding parties, including a summary of the pros and cons associated with each proposed model, which shall also include a similar pros and cons evaluation ‘of NHRMC continuing status quointerally structuring, based on the PAG's review ofthe RFP responses and other relevant information (the “Evaluation”). These meetings will not call for any voring or deliverables to the Boards Preparing for attending the Public Hearing on REP responses which will be made public atleast, ten (10) days before such hearing, and then identifying the two or three responding health system(s)organization(s) most closely meeting the key goals and objectives per their respective responses to the RFP-as futher supported by the Evaluation and the Public Hearing process thatthe PAG recommends for further information gathering, including site visits, interviews, and ‘other preliminary due diligence related to a Proposed Strategic Partnership with such system(s). The PAG will vote on this recommended list of nv to three responding partes to further research ‘and such list will be the PAG's third deliverable 1o the Boards. Summarizing the results of such further information gathering, with additional review and ‘analysis, and recommending ether (i) not moving forward with a Proposed Strategie Partnership with any party/parties at this time and focusing instead on an internal restructuring or status quo, ‘or i) negotiating a leter of intent (“LOT”) with the PAG’ frst choice of a partner (or combination ‘oF partnerships) as identified inthe summary, and moving imo standard due diligence towards Final definitive agreement with such party/parties (the “Proposed Strategic Partner”). If recommending an LO! negotiation, also identify the core considerations fo address in such LO. ‘The PAG will vote on this next step, recommending either () oF (il) above: ifrecommending (i), then the PAG also will vote on and recommend its tist of LOI core considerations. Such ‘recommendation, and corresponding LOI core considerations list as applicable, will be the PAGS fourth deliverable fo the Boards If discussions move forward with the Proposed Strategic Partners) and an LOI is executed, providing recommendations on the (i) key terms and conditions of the proposed final definitive agreement) effectuating the Proposed Strategie Partnership, and (ii) any Final due diligence in this regard. This will be over several meetings working through drafts of such key terms and conditions, and parallel related final due diligence. 41 the end of this process and series of ‘meetings, the PAG will vote on thelist of key terms and conditions of the definitive agreements) ‘and deliver that list 10 he Boards. This willbe the PAG's fifth deliverable 10 the Boards Continuing to review and provide input on drafts ofthe key terms and conditions lst in the fifth deliverable, preparing for and attending the Public Hearing on any negotiated final draft definitive agreement which will be made public at least ten (10) days belove such hearing; and, making a final recommendation to the Boards based on the PAG's work to date as to (2) whether or not it ‘would, overall, be in the best interest of the citizens of New Hanover County and the surrounding communities forthe parties to execute and implement such final definitive agreement(s), and (i) whether or not, overall, executing and implementing such agreement(s) would be in the best interests of NHRMC in fulilling its mission and meeting its charitable purposes now and into the PAG Chae Page? future. Ar the end ofthis process and series of meetings the PAG will ote either in support of, oF notin support ofthe final definitive agreement(s). and will deliver that writen recommendation to the Boards. This willbe the PAG's sixth and final deliverable tothe Boars ‘Together, the specific deliverables to the Boards referenced in, 3, and 6-9 above are hereinafter refereed toas the “PAG Deliverables, II, Organization & Membership ‘The PAG serves in an advisory function to the Boards, both separately and collectively, and shall be considered a public body under Noth Carolina law. The PAG shall exist as approved by the Boards, and the PAG shal remain in existence unless and until the Boards discontinue the PAG, The PAG shall not have the authority to bind or otherwise obligate either Board, ‘As authorized by the Boards, the Chief Executive Officer of NHRMC ("CEQ") and the County Manager (CM shall oversee appointment ofthe initial members of the PAG, The PAG is a volunteer committee; no members will he compensated by any party for their time as svc, To ensure adequate and diverse representation of various key interests in this matter, the PAG shall consist of the CEO and CM (ihe “CEO and CM Members”) and nineteen (19) other members, including: i five (6) members ofthe NHRMC Board of Trustees as selected by the NHRMC Board Chair and Vice Chair, ‘ith input from the entire NHRMC Board (such PAG members, the “Trustee Members"), (ji) five (5) physicians as selected by the Physician Advisory Committee (°PAC"), a special committee of NHRMC. “Medical Staff, and agreed to by the Medical Executive Committee (°MEC”) of NHRMC’s Medical Stait (such PAG members, the “Physician Members”), an (ii) nine (9) other individuals mutually selected and appointed by the CEO apd CM as community representation reflective of the community's diversity of individuals and interests (such PAG members, the “Community Members"). Av its frst meeting, the PAG will elect, from its twenty-one (21) person membership, two co-chairs for the PAG (“Co-Chairs”) as wel as two vice co-chaits to serve as allemates as needed, as further described in a separate ballot process overview to be provided to the PAG before such meeting PAG Removal and Replacement: ‘+ Upon majority approval ofthe NHRMC Board of Trustees, such Board may remove and replace ‘any appointed Trustee Member(s) with or without cause at any time. ‘© Upon majority approval ofthe PAC, and agreed upon by the MEC, such committee may remove and replace any appointed Physician Member(s) with or without cause at any time ‘© Upon majority approval ofthe Community Members, together with the CEO and CM Members, any Community Member may be removed from the PAG, with or without cause at any time; the (CEO and CM Members will appoint a replacement with input from the Community Members. ‘+ PAG members shall hold their offices until their sucvessors are appointed and qualified, or until their earlier resignation or removal. Any vacancies in the PAG shall be filled by their respective appointing parties. W. PAG Meetings & Voting ‘The PAG will meet as needed based upon the volume of business requiring the attention ofthe PAG, with ‘meetings likely every other week for periods ata time but never less than monthly. Additionally, either Board may call a meeting ofthe PAG on atleast 72 hours’ notice to members of the PAG, which notices ‘may be given inthe form of email ach meeting agenda will align with Article I, Purpose and Responsibilities and be finalized prior to the meeting by the Co-Chaits, with input from the PAG Support Tear (as defined below). All PAG Members are expected to attend all PAG meetings in person, with reasonable limited exceptions for illness, vacation or emergeney situations precluding attendance. A call-in number will be provided to facilitate attendance, but cannot be used routinely by individuals in lew oF in- person attendance, ‘A majority of the members ofthe PAG shall constitute « quorum for the transaction of business. The PAG shall act only upon approval of a majority ofits members present (in-person of via teleconference) at any given meeting. The PAG may also act in writing but only by the unanimous ‘consent ofall PAG Members, While less than a quorum may meet and work through agenda items—to the extent all are invited per a schedule to be posted by the Couuty with eppeupriate notices wp provided for hrein—us voting can occur and no PAG Deliverables can result from any meeting without a quorurn. No proxy voting or delegation of a member's voting rights willbe permitted. Each member will, have one vote (other than with respect to the PAG Co-Chair, Co Vice-Chair appointment process ‘outlined separately for te frst meeting). Voting will be open (other than with respect to the PAG Co-Chair, Co Vice-Chair appointment process) and the resulting resolution will indicate the applicable vote of each PAG Member in attendance and the corresponding percentage of approval ‘Any voting and its outcome, in connection with the PAG Deliverables, will be recorded in the PAG?s meeting minutes in accordance with the Open Meetings Lav and Public Records Lav. ‘The Co-Chairs may adopt further standard policy’ and procedure governing PAG meetings, including a more-defined attendance policy, as needed. Public comments will not be taken at PAG meetings. Discussion and comments will be limited to PAG Members and PAG Support Team Members in attendance per each meeting agenda, Except as otherwise specifically addressed inthe Chatter, Robert's Rules of Order Newly Revised, 11" Baivion, will apply to meetings ofthe PAG, PAG Chanter Paget V. Conflicts of Interest Regarding any actual or possible conflicts of interest, a PAG member must disclose in writing to the PAG: ‘Co-Chairs any substantial interest in a business, tiem or comporation responding to the REP. For the purposes ofthis Charter, a substantial interest means the PAG member, ot bis or her immediate family member, either (7) owns more than five petcent of such entity, or 2) isan officer, director or employee ‘of such entity. In the event any matte is brought before the PAG for a vote, its the duty of such PAG member to disclose the conflict and neither panicipate in the applicable deliberations nor vote on such proposal Vi Required Transparency ‘Asa public body, the PAG shall be sujet to and comply with Chapter 143, Article 33C ofthe General Statutes of North Carolina (the “Open Meetings Law”) and Chapter 132 ofthe General Statutes of North Carolina (the “Publie Records Law”). As a public hospital, NHRMC’s records and County records related to NHRMC, including those generated or developed in connection with the Proposed Strategic Partnership. are governed by both the Public Records Law and Article 4, Part 7, Confidential Information, ‘of Chapter 131F of the North Carolina General Statues (the “Confidentiality Protection Law"). The PAG, with the assistance of the PAG Support Team described below, shall Keep minutes and records of its proceedings and actions in accordance with the Open Meetings Law, Public Records Law and the Confidentiality Protection Law. ‘Open session minutes and other noneonfidemtial information and dacuments thatthe PAG will review, ‘discuss and/or develop will be public and labeled and shared accordingly following each meeting. PAG Deliverables will be public when communicated tothe Boards. Other information and documents thatthe PAG will review, discuss and/or develop and which are confidential will be protected from disclosure as 4 matter of law. However, ultimately much of this protected information also will become part of the publi record, including all or portions of elosed session minutes. Final REP proposalsresponses (subject to limited redacted proprietary information as applicable) and any proposed final definitive agreement(s) will be public and no longer subject to confidentiality protections when posted and made available in connection with public hearings and County Commissioner voting, in accordance with Chapter 131E(@) of the North Carolina General Statues 131E-13(@), VIL. Legally Protected Disclosures and Individual Confident ‘The purpose ofthe following commitments ist (i) ensure that the PAG, NHRMC and the County comply ‘with applicable legal obligations, and (ii) prevent competitive information diselosure that could place NHRMC and/or the County at a negotiating disadvantage in this matter, which in turn could adversely ‘impact the ultimate community benefits and health care delivery protections that otherwise may be achieved through this process, ity Commitments The PAG shall enter into closed sessions as permitted under North Carolina law and each meeting agenda ‘hich includes closed-session component will clearly state the relevant stautory basis for moving ito closed session. All documents, records and other information shared with the PAG that are to remain confidential will clearly state the relevant North Carolina law dictating or otherwise providing for confidentiality PAG Chane Pages The PAG, and each ofits members, shall protect and keep confidential any legally protected competitive health care information and trade secrets disclosed to the PAG and its members, as well as any information protected by the attorney-client privilege, the Confidentiality Protection Law, or other applicable exceptions to the Public Meetings Law and/or Open Records Laws (all such information, the “Confidential Information”). PAG Support Team members will be responsible for identifying and labeling all Confidential Information and meeting agenda discussions so that there is no confusion in this regard, Each PAG Member acknowledges and agrees not to share or diseuss any Confidential Information outside ‘of the PAG membership or to use such information for any purpose other than as described inthis Charter (it being acknowledged that any other use or disclosure shall be deemed detrimental to NHRMC, the County and/or the communities they collectively serve). Each PAG Member shall take such aetion as may be reasonably necessary to prevent any unauthorized use or disclosure of Confidential Information. Each PAG Member understands and agrees that money damages would not be a sulficient remedy for any breach ofthis Charter commitment by such member, and that sucha breach could cause irreparable har. Each PAG member further agrees that, in the event of any breach or threatened breach of this Chavtet ‘commitment by such Member, NHRMC and the County shall, subject to applicable law, be entitled to specific performance and/or injunctive relief as a remedy without the requirement of posting any bond or other security or of proving the inadequacy of monetary damages. Such remedies shall not be the ‘exclusive remedies for any breach of this Charter commitment, but shall be in addition to all other remedies available to NHRMC and the County at law or in equity VILL Indemnification of PAG Members Pursuant to a resolution of the Board of Trustees of NHRMC and in accordance State law, each member of the PAG not otherwise covered by County indemnification shall be entitled to indemnification by NHRMC tothe fullest extent permitted by the law of North Carolina forall reasonable expenses, includ attomey’s fees, and for any liabilities which he/she may incur by reason of being a party, or being threatened tobe made apart, to any threatened, pending or completed ation, suitor proceedings, whether civil, criminal, administrative or investigative, arising out of the fact that helshe is or was serving as a ‘member of the PAG, and also related toinactions or actions taken in such capacity (each a~Proceeding’). In accordance with State law, NHRMC will flly indemnify and advance expenses of any Proceeding 10 such indemnified party, as long as the liabilities and expenses the person may incur are nor based on activites known or believed by such person atthe time tobe clearly in conflict with the best interests of NHIRMC (or, with respect to the Community Members, the best interests of the County, and such person oes nor receive an improper personal benefit violating State law related to such activities IX. PAG Support Team ‘To support the work of the PAG. its Co-Chairs together withthe CEO and CM will oversee a small group of internal and external experts in these matters, collectively experienced in governmental ad health care sirategic, financial, transactional, regulatory, compliance, and legal matters (the “PAG Support Team’). This will include County and NHRMC in-house legal counsel, financial and other Key staff members as well as ther respective outside legal counsel and health care consulting advisors. ‘The PAG Support Team will (i) provide general advice tothe PAG related to the PAG Deliverables, (i) report relevant findings, analyses and advice to the PAG, (ii) manage communications with health PAG Chater Page-6 systems and other third parties, (iv) oversee due diligence disclosure of certain NHRMC information to health systems/organizations, and, if applicable, o the Proposed Strategic Partner in confirmatory due diligence, (v) conduct due diligence of health systems/organizations, (vi) facilitate any specific fact- finding dtected by the PAG (for example, reference calls and site visits with recently acquired hospitals), . (vil) imerface with other NHRMC and/or County ad hoe committees formed to explore the Proposed Strategie Parnership, (vii) provide input on any proposals (or specific aspects of propostls) received in response to the RFP, x) identify other ouside expertise as needed, (x) negotiate the terms ofthe letter(s) of intent and definitive agreement(s) (if applicable) under PAG oversight, (xi) obtain any applicable regulatory, governmental and third party lings and/or approvals called for in the definitive agrocment(s), and (xii) oversee public and internal communications related to the Proposed Strategic Partnership, ‘maintaining the transparency of this process in accordance with North Carolina General Statute §131E- 13(¢) and all other applicable rules and regulations. X. PAG Member Agreement BBy his or her signature below, each PAG member hereby confirms his/her understanding of this Charter and agrees tothe commitments set forth in Articles V and VI ofthe Charter. Print Name Date: PAG Chanter Page? NAVIGANT 180 Notn Rivarsie Pisa ‘Sut 2100 ‘oneape, 0806 July 28,2019 John Gizdie President & Chief Executive Officer Lynn Gordon Chet Legal Offcer 8 General Couns New Hanover Regional Medical Center 2131 8. 17th Steet ‘Wimington, North Caron 28401 RE: Professional Services Agreement for Strategie and Financial Consulting Services Dear John an Lynn ‘This engagement lter wil conf that Navigant Consulting, Inc. (Navigant) and New Hanover Regional Medical Center (Naw Hanover or the “Company” wish to enter ito professional services ‘agreement forthe provision of healthcare consuting and related services effective as of July 28, 2019 (CEtfectve Date’), ans that his agreement shal be subject to the terms and condtons eet forth below _nd inthe attached exhibit colaetvaly, the "Agreement, The partes, nending tobe legally bound 29F00 a5 follows: ‘Scope of Services NNavigant agrees to provide lo New Hanover strategic and financial consulting services (he “Services a follows: ‘The Project \We understand that New Hanovers @ Neth Carolina nonprofit corporaton and a component uni of New Hanover County (be "County. New Hanover operates a hosp system anchored by an acute care hospital. The assets of New Hanover are otned bythe County and leased to New Hanover to operat. Tetefore, the Services performed by Navigant are intended for oth New Hanover and the County's bene Recenty, the County has decides o explore a possible sale fal (or substantally al ot New Hanover ‘asses and operations (the "Transact" oa wling buyer, kel ime to larger, regional heath systems activa in the North Caroina market. New Hanover and the County wil cotaborata and form a working group to oversee the Transaction It's “antcpsted that the workgroup willbe comprised of President & Chief Executive Oficer John Giz, County Manager Chis Coudriet, and insvauals representing the medical staff and community representatives 2s selected by County Manager and NHRMC President/CEO (the “Partnership Advgory ‘Group’ or"PAG'). The Partnership Advisory Goup will oversee the Transaction process and make ‘commendations to te County Commissioners regarding the Transaction, as vel s coordinate withthe Confgenil Subject o Atomney Clent Privilege Content Pursvant to NCGS 1316-97 3 Page 1 NAVIGANT Now Hanover Board of Trustees, New Hanover is seeking a stralenic advisor o assist and he Count n managing the Transaction process and to support te Partnership Advisory Group. Under this Agreement. Nawgant wil prove the following services 4 10. 1 2. 13. Serve as a goveral acvisor to, and meeting facitalor for, the Partnership Achisory Group, Including tating all meetings and providing project management support such a¢ maintaining work plans, calondars, meeting agendas, et Prepare materials for, and participate in, any presentations regarding Transaction tothe County ‘Commissioners and the New Hanover Bosra of Trustees, ‘Assist nidentitying and assessing potential regional health systems ae potential acquis of New Hanover Make introductions among and betwoen potential acquirers and New Hanover an the County for Iharrindependent assessment and evaluation ‘Suppor the formulation of Transaction goals and objectives and the elements of a request or proposal ssued by the County in connection with 8 resolution of nent a sel a hospital 23 ‘Seseribed in NCGS 1312-13 (RFP, ‘Assist with preparation ofthe RFP andlor manage the contents of data rom containing preliminary due diigence materials tat coud be conidentaly accessed by exceral ‘organizations that are proved access by New Hanover othe County as appeabie, However, Navigant wi not cstreute the RFP (or any form ofan offering memorandum) nor wil such REP ‘or memorandum or disclosure document make ary reference to Navigant ore services relies tothe Transaction Participate in proposal reviews and provide consultative suppor tothe Partnership Advsery Group by describing the key business terms relative fo submited proposals. Provide advice tothe Partnership Advisory Group on the potential benefits and drawbacks of potential buyers In conjntion with tgal counsel, support the Partnership Advisory Group in identifying te key business terms and possible Transaction structures needed to achieve the deskad outcomes of New Hanover and the County, ‘Serve asa strategic and technical advisor to New Hanover in-house and transaction lag counsel Provide advice onthe scope of due eiigence efforts on potential strategie partners, including ‘making Site vss to hospitals, reference calle, and visting corporate headquarters as requested. Provide general consultative suppor as New Hanover and the County move toward any, transaction sing, nluding supporting legal couneel and ne Parnership Advisor Group wit technical and consitatve assistance during the negotiation of detinkive agreements, te buyers due dligence process, and applicable regulatory processes a requested, ‘Suppor the Partnership Advisory Group by helping to identity other profesional ims needed in the Transaction as requested, sch as vansacton legal caureel a PR frm, valuaon frm pecia ‘counselor due digence mates, and an investment bank (necessary), Attorney-Cltent Privilege Sonics proved pursuant to 9, 10 andlor 12 above willbe performed under the atomey-clant wore product doctrine prvlege, as well as oer appicable prvloges, a the drecton of New Hanovers Chet Lega OffceriGeneral Counsel 'CLOVGC") To the extont materials produced pursuant to 2 above contain Confidential Subject to Atomey Chant Priviege Configential Pursuant io NCGS 13t6-97 3 Page? NAVIGANT privileged work product. a rected by CLOIGC, these too wil be performed under the attorey-clent ‘work-product dctine privage and other applicable privileges. Any communications, reports of oer ‘work product generated by Navigant covered bythe paragraph wil be labeled “Confcentiak Subjcto ‘he Attomey-Chent Privilege" and be directed to Lynn Gordon, Chief Legal Officer & Genoral Counc! for review and folow-up wth New Hanover in coanection with egal servees being provided by Lynn Gordon ‘Specialy excluded from the scope of this engagement are the folowing services: + Pubke relations and media communicatens ‘+ Vatuston opinion services + Faess or reasonableness opinions ‘+ inancial eue aiigence on potential strategie partners *+ Validation or independent due diigence on New Hanover nancial information shared wih patent stategie partners dung the Transaction process tis understood and agreed thatthe Services may include advice and recommendations, but hat a ‘decisions in connection withthe implementation of such advice and recommendation wil be the responstity of an made by, New Hanover and the County ae ar fling the requirements described inoss 1316-13, Now Hanover agrees to provide Navigant wth timely access to information locations, and personnel reasonably necessary forthe perfomance ofthe Services. New Hanover acknowledges an apres that NNavigart may, 1m performing Is obligations pursuant o thie Agreement, use data, materia and oer information fumished by New Hanover or the County without any independent investigation or verification and that Navigant wil be ented to rely onthe accuracy and completeness of such information performing te Services under the Agreement New Hanover in consuitaton with ts counsel wil determine the need to engage a icensod broker dealer for tne Transacton, Navigat wil nt serve as or perform te services of leensed broker dear. at ‘any ime t's determined thatthe Services delivered under tis Agreement may be considered boker- ‘Sealer type services, Naw Hanover and Navigant agree to re-negotate the scape of Services to elmnae ‘30ch broker-dealer ike senvcas Its further understood that in addition to New Hanover data, Navigant may be reviewing work product prepared by partes other than Navigant on behalf of New Hanover, and accordingly, New Hanover ‘2grees to hos harmless and indemnity Navigat for any and all claims, damages, demands, libity anc cost including attorney fees as incurred) arsing from negligent acs, errors and omigsione relate tothe ‘curacy and completeness of such Now Hanover cata or hie-paty prepared work produ. ‘All Services and the resultant work product shal be used solely for purposes descibed herein an shall ‘not be disclosed to any person or party excapt as may be required to cary out and complete the Services ‘as may be compel by any la, regulation, re, order, ordnance, court or administrative or legislate body of competent jurisdiction. Navigat shall be ented o retain copies, duplicate rigs or ‘other appropriate cupicate representations of al tangible materials produced under this Agreement. ‘Navigant wil not be using any financial statements or performing any atest procedures inthe enurse of this engagement. The Services are not designed, nor should thy Be reed upon, to disclose internal weaknesses in intemal controls, nancial statement ero, kregulanties, legal act, or disclosure Confidential Subject to Atorey Client Privilege CConfiental Pursuant io NCGS 1316-97 3 Page 3 NAVIGANT deficiencies. Navigant isnot aprotessional accaunting frm and does not practice accountng Fees and Expenses Based onthe scope of Services, fes for this phase of work ar anticipated to average $< per ‘month and willbe bile ona ime and materials bass in accordance vith Navigant'sdecounted ling ‘ates described inte table below. As this is expected to bea fuid process, resource requirements ana {0s ate tkely to fsctuateon a weekly anlor monthly basis, Proposed hour wil vary depancing an both ‘he slage ofthe Transaction process and the ove of Now Hanover's supporting needs. As Such, ‘Navigant wil establish a project budget and will coordinate with New Hanover ins project management In order to proactively communicate progress toward mocthy budget estimates, Both partes wil cominue ‘0 momtor monthly budgets and fes to determine I adjustments nous be made to projected budgets and fees fr future months. \We also estimate that Navigant personne wll provide the average number of hours listed in the table below = s Discounted | Average rt ee Level | Hourly Rate | _Hours/Wook Project Lemdorsip ava Bu wo 4 Prot management | Kuan Wu 0 20 Assistant Project nico zy wc 20 ianagemert| if I Projet Support Mek Woznse sc oa Project Support consi Ae! sc | Project Surot | Greg Van lsyne © 2» Navigant does not predictor warrant the outcome of any parcular matter or ssue, and Navigant's foes are nat dependent on any outcomes, ineluaing consummation ofa Transaction, Independent contactors ‘or subcontractors may be ulized from time to time, atthe applicabie ciscounted rates set forth above Professional services wil be oiled monthly based on Nour incur ana the rate in effec atte tne services are performed. For certain assignments, invoices may be sent sem-manthy. Expenses: Related expenses wil be billed month a cost with no mark-up. Actual cost of related ‘exponses wil be charge, including travel and transportation expenses, uch as mileage (payable athe standard IRS rate), tls, parking, are, heel accommodations and meals. Naigant agrees to reduce ts Confidential Subject to Attorney Cent Priviege Confident Pursuant to NCGS 1316-97.3 Page 4 NAVIGANT standard Research Data and Technology Fee to of fees, whieh covers Navigants cost related fo outside research and data subsciptions, analy tools, and tecrnlogy connect. All expense reimbursement payments wil be bile on a monthly basis and are due within tity (30) days of Payment Terms: Navigant's invoices shall includ tie records by inivdual Navigon tam members indicating general the Services provided and numberof houts by day an are dvs upon ceceipt and Payment of professional fees and expenses is expected wahin thirty (30) day of the invoice dale. Any ‘bjection tothe invoice must be made witin shy (60) days afer the date ofthe ivoig; ack of tnely objection oan invoice shal evidence Company's agreement to all imvoiced amounts. Alate charge of ‘one percent (1%) per month wil accrue on unalsputed amounts nt paid within thiry (20) days of te date othe invoice I payment on invotoesis past due more than sity (60) days, Navigant reserves the right to terminate this Agreament or suspend the Servogs unl payments receWed. Ife report. deposition, declaration or tal tesimony is required, Navigan reserves the right to requie payment of outstanding fees and expenses prior to submision of such rar or testimony. All costs of collection of amounts due and owing nerouncer shal be paid by Company, From ime to tine, Navigant may gle Company an estimate of fees and expenses relating tothe Services Lnder this Agreement Such estimates are subject to many unknawn or uncontralabe verables. As such, they are only intended as approximate projections ata particular poltin te, They may change a= Navigent moves forward, and they ae not intended tobe an agreed upon fixed fee amount Term: The term of his Agroementis rom the Eective Date to (termination of this Agreement by ether barty by aivina writen notice to the ether asset forts in Exit (2) the complain of ha Sarva Fi) ‘Company's receipt of a nal invoice fx professional fees, Notwithstanding, () an this Agreement shall trminate i Navgant has not performed Services inthe preceding twee (12) mons Entire Agreement: This engagement eter and the exhibits atached hereto, which are expressly Incorporated herein, constitute he entire agreement between Navigant. on one side, and Company on the other side, regarding the terms ofthis engagement. Inthe event Company requires Navigant 0 execute a purchase oder orather Company documentation inorder o receive payment fo the Services, ‘he tems and conditions contained in such purchase order or documeniaton shall be null and void and shall not govern the terms of this engagemant othe extent permissible bylaw. Tis Agreement Centered ints without eiance on any promise o representation, writen or oral other han those expressly contained herein and supersedes any ater such promises or fopresentatons Itcan only be modled by 2 writen agreement signed by duly authorized representatives of each pat If Company wishes to engage Navigant to provide the Services describ inthis Agreement, lesse sign in the space provided below and return an executed orginal to Navgant. (THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK] Confidential Subject Atomey Client Privioge CConfcenial Pursuant io NCGS 13%0-97:3 Page s NAVIGANT Very truly yours, a re ae "Name: David Bur Tile: Managing Director ‘Agreed to and Accepted By: NEW HANOVER REGIONAL MEDICAL CENTER bit ne we OE Tile: President & Chief Exeoutwe Offeer Name: Joon de Confidential Subject Atorney Cent Privilege CConfdental Pursuant NCGS 1316-97°3 Pages NAVIGANT ExHIaIT + ‘TERMS AND CONDITIONS Intellectual Property and Mavigant Deliverables: Upon ful payment cf all amounts due Navigat in ‘connection wth this Agreement, all igh, tite and interest in any information and items, ineuding summaries, documents, repos and portons thereof provides to Company (the “Navigant Daverabes") ‘wil become Company's sole and exclusive property for use in connection vith te professional seroes set forth inthis Agreement, subject to the exceptions set forth below, Navigant shal retain ole and excusive ‘ownership of all righ, ttle and inerest in iis work papers, propretary information, processes, methodologies, know-how an sofware, including such information as existed por fo the delivery of he Services and, tothe extent such infomation is of general appicaton, anything that may discover, create ‘oF devel curing provision ofthe Services (Navigant Property) To the extent the Navigant Deverables contain Navigant Property; Company and any successors granted a non-exclusive, non-assgnable ‘oyaty-ree lcense to use kn connscton wih the subject of thie Agreement Without the per wnten ‘consent of Navgant, in no event shall Navigant's name be mentoned nor shall Navigant Oeiverbiee Be

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