Presentation on theme: "TRENDS Trend is towards rapid horizontal and vertical consolidation"— Presentation transcript:
0 GEORGIA HOSPITAL ASSOCIATION CENTER FOR RURAL HEALTH AND LONG TERM CARE FACILITIES ANNUAL SUMMER MEETING HOSPITAL-PHYSICIAN INTEGRATION STRATEGIES DANIEL J. MOHAN MORRIS, MANNING & MARTIN, LLP August 8, 2013
1 TRENDS Trend is towards rapid horizontal and vertical consolidation Hospitals and hospital systems are merging, stronger systems acquiring weaker systems, affiliationsVerticalHospitals acquiring physician practicesHospitals acquiring/developing post-acute care lines of businessHealthcare institutions are branching out into insurance market
2 HOSPITAL/PHYSICIAN INTEGRATION MODELS Full IntegrationPartial IntegrationMinimal (CONTRACTUAL) Integration
3 HOSPITAL/PHYSICIAN INTEGRATION MODELS Full IntegrationPhysician Practice AcquisitionFull-Time EmploymentDirect EmploymentEmployment through “captive” physician group practicePart-Time EmploymentPartial IntegrationPhysician-Hospital Organization (“PHO”)Hospital-Physician Joint VenturesHospital Acquisition of Physician Group Ancillary Service LinePractice Asset Acquisition/Lease, Professional Services Agreement (“PSA”)
5 WHY IS IT IMPORTANT TO DO IT RIGHT? Each of these arrangements implicate a variety of federal and state laws and regulations, including:Federal Anti-Kickback StatuteFederal Ethics in Patient Self-Referral Law (commonly known as the “Stark Law”)State Fraud and Abuse and Self-Referral StatutesState and Federal Anti-Trust LawsFailure to comply with these laws and regulations could trigger significant repayment obligations, civil penalties and fines, including liability under False Claims Act and Civil Monetary Penalties statute.
6 SIGNIFICANT DOJ/OIG ENFORCEMENT ACTIONS ARISING OUT OF ALLEGED IMPROPER HOSPITAL CONTRACTUAL ARRANGEMENTS WITH PHYSICIANSCovenant Medical Center, Waterloo, Iowa (2009)366 bed acute care hospital in Waterloo, IowaEntered into full-time employment agreements with five specialists (2 orthopedic surgeons, 2 neurosurgeons, 1 gastroenterologist)Government alleged that arrangements violated Stark Law because did not meet applicable exceptions: compensation paid exceeded FMV, and arrangements were not “commercially reasonable”Evidence indicated that compensation at very top percentile of compensation paid to physicians in comparable specialty nationally, and more than 3x compensation paid to physicians in WaterlooEvidence further indicated that some of the physicians not working at full capacity, filling time engaged in less specialized practice, performing administrative functionsHospitals settled FLA and CMP claims for $4.5 million
7 SIGNIFICANT DOJ/OIG ENFORCEMENT ACTIONS ARISING OUT OF ALLEGED IMPROPER HOSPITAL CONTRACTUAL ARRANGEMENTS WITH PHYSICIANSSingh v. Bradford Regional Medical Center (2010)Bradford Regional Medical Center, 107 bed community nonprofit hospital in Bradford, PATwo local cardiologists considering acquisition of nuclear camera and performing imaging through practiceNegotiations over possible arrangements to avert action unsuccessfulPhysicians bought camera, hospital took actions adversely affected physiciansHospital ultimately agreed to sublease camera from physiciansSublease Agreement provided for rental rate of ten percent (10%) of hospital collections from tests performed using cameraCourt determined arrangement did not meet applicable Stark exception because fee paid to physicians under Sublease Agreement took into account, at least partially, “volume or value” of referrals from doctors
8 SIGNIFICANT DOJ/OIG ENFORCEMENT ACTIONS ARISING OUT OF ALLEGED IMPROPER HOSPITAL CONTRACTUAL ARRANGEMENTS WITH PHYSICIANSDrakeford v. Tuomey Healthcare System (2013)Tuomey Healthcare System entered into part-time employment arrangements with 19 area physicians“Exclusive” part-time arrangements, effect of which was to preserve referrals of all outpatient services from employed physicians to TuomeyCompensation paid under each employment agreement consisted of the following:Guaranteed base salary, plusProductivity bonus equal to eighty percent (80%) of amounts collected by hospital for personally performed services, plusAdditional incentive bonus of up to seven percent (7%) of productivity bonus amount if physician meets specified performance targetsGovernment alleged arrangements violated Stark: compensation greatly exceeded FMV and arrangements not “commercially reasonable”Case went to trial, jury agreed with governmentSubject to up to $357 million in civil fines and penalties
9 STARK SELF-DISCLOSURES UNDER CMS SELF-DISCLOSURE PROTOCOL CMS instituted “Self-Disclosure Protocol” in 2011Total of twenty-nine (29) self-disclosures through 06/20/2013Twenty-four (24) self-disclosures involved disclosure of contractual arrangements with physicians that violated Stark because did not meet applicable exceptionSettlements between $22,000 and $585,000
10 HOSPITAL-PHYSICIAN INTEGRATION STRATEGY Decision to embark on physician integration strategy, and specific integration arrangements to pursue, influenced by a variety of factors, including:Hospital long-term strategic planCompetition in marketSize and make-up of physician communityAvailability of capitalAvailability of other resources necessary to consummate and manage integration arrangements
11 PHYSICIAN INTEGRATION STRATEGIES Various surveys and studies list the following as common drivers of physician integration activities:Build/maintain competitive advantagePhysician recruitment strategyProduct/service diversificationIncrease and diversify revenue sourcesImprove quality and efficiency of servicesPosition facility to respond to changing reimbursement environment
13 HOSPITAL ACQUISITION OF PHYSICIAN PRACTICES According to a recent studyFifty-two percent (52%) of U.S. hospitals plan to acquire physician practices in 2013 (compared to forty-four percent (44%) in 2012)“Opportunity” rather than “strategy” is the primary reason hospitals consider acquiring physician practices (i.e., physician groups initiate process)Moody’s report dated January 22, 2013 indicated that nonprofit hospitals are buying physician practices to stabilize market share and improve bottom lineValuation company VMG Health recently determined that approximately twenty percent (20%) of U.S. physicians are employed by hospitals or health care systems
14 PHYSICIAN PRACTICE ACQUISITION AND EMPLOYMENT MODELS DIRECT EMPLOYMENT MODEL$PHYSICIAN PRACTICEHOSPITAL OR HOSPSUBAssetsDoctorDoctorDoctorEmployment AgreementsDoctor
15 PHYSICIAN PRACTICE ACQUISITION AND EMPLOYMENT MODELS “CAPTIVE” PHYSICIAN GROUP EMPLOYMENT MODEL$PHYSICIAN PRACTICEHOSPITALAssetsDoctorDoctorDoctorHOSPITAL PHYSICIAN GROUPDoctorEmployment Agreements
16 PHYSICIAN PRACTICE ACQUISITION AND EMPLOYMENT MODELS ACQUISITION TRANSACTIONTypically asset acquisitionMust meet all criteria of Stark “isolated transactions” exception, including:Purchase price is consistent with FMVPurchase price does not take into account volume or value of referrals by selling physiciansTransaction is “commercially reasonable” to the hospital even if physician makes no referrals to the hospital
17 PHYSICIAN PRACTICE ACQUISITION AND EMPLOYMENT MODELS DIRECT EMPLOYMENT MODELEmployment arrangement directly between the hospital and physician, must meet all criteria of Stark “bona fide employment relationships” exceptionCompensation paid to physician must beConsistent with FMV, andNot determined in a manner that takes into account volume or value of referrals from physicianThe employment arrangement is “commercially reasonable” even if no referrals were made to the hospitalMay pay bonuses based only on “personally performed” services
18 PHYSICIAN PRACTICE ACQUISITION AND EMPLOYMENT MODELS DIRECT EMPLOYMENT MODELCompensation typically mix of base or “guaranteed” salary, and productivity bonusIf base compensation consistent with previous compensation, set minimum productivity level which physician must meet in order to earn base compensationProductivity bonuses if physician exceeds bonus threshold (wRVUs, minimum collections, other measures of productivity)Note, cannot compensate physician based on profitability of his/her “practice,” allow physician to share in ancillary services revenues produced in “practice,” etc.
19 PHYSICIAN PRACTICE ACQUISITION AND EMPLOYMENT MODELS EMPLOYMENT UNDER “CAPTIVE” GROUP PRACTICEMany hospital systems employing physicians choose to do so through a “captive” physician organization that meets definition of a “group practice” under Stark.Advantages:1. Greater flexibility in compensation modelCan create group compensation model, encourages group productivity and cohesivenessAllow group to share in positive net income of practiceIf ancillaries stay in practice, physicians can share in positive net revenue for ancillary servicesPhysician participation/input into “governance” of groupSeamless transition to hospital umbrella
20 PHYSICIAN PRACTICE ACQUISITION AND EMPLOYMENT MODELS EMPLOYMENT UNDER “CAPTIVE” GROUP PRACTICE“Group practice” definition under Stark:Single Legal Entity.Physicians. Must have at least two doctors who are members of the group.Range of Care. Each physician member of the group must furnish substantially the full range of care through the group.Services Furnished Through Group. Each member of the group must furnish at least seventy-five (75%) of patient care services through the group.Distribution of Expenses and Income. Must be calculated and distributed in accordance with formulas determined prior to receipt of income.Unified Business. Must be a “unified business” which has a “centralized decision-making body,” and consolidated billing, accounting and financial reporting.Volume or Value of Referrals. Compensation paid to physician members of the group may not be based on volume or value of referrals.Physician-Patient Encounters. Members of the group must conduct not less than seventy- five percent (75%) of physician-patient encounters in the group.
21 PHYSICIAN PRACTICE ACQUISITION AND EMPLOYMENT MODELS PART-TIME EMPLOYMENT ARRANGEMENTPart-time employment arrangements are rare, and potential riskyPotential part-time employment arrangements:Departmental staffing arrangementsPhysician clinic staffing arrangementCall coverage arrangement
22 DIRECT EMPLOYMENT MODEL PART-TIME EMPLOYMENT ARRANGEMENTSReasons for structuring arrangements as part-time employment arrangements:1. Greater control over work performed as employeeEliminate tax risks associated with reclassificationAllow hospital to provide benefits to physicians consistent with part-time employee status
23 DIRECT EMPLOYMENT MODEL PART-TIME EMPLOYMENT ARRANGEMENTSMust meet all of criteria of Stark “bona fide employment relationships” exception, including:1. The employment is for identifiable services2. Compensation paid to physician isConsistent with FMV, andNot determined in a way that takes into account the volume or value of referrals3. The overall arrangement is “commercially reasonable” even if the physician made no referrals to the hospital
25 PHYSICIAN-HOSPITAL ORGANIZATION (“PHO”) PARTIAL INTEGRATIONPHYSICIAN-HOSPITAL ORGANIZATION (“PHO”)What is it?Single legal entity having a hospital (or hospitals) and physicians, individually or via an Independent Physician Association (“IPA”), as co-owners.
26 PHYSICIAN-HOSPITAL ORGANIZATION (“PHO”) PARTIAL INTEGRATIONPHYSICIAN-HOSPITAL ORGANIZATION (“PHO”)Local Hospital, Inc.Local Physician IPA, LLC$$LLC Ownership InterestLLC Ownership InterestMega Physician-Hospital Organization, LLCManaged care contractingVehicle to participate in “bundled” reimbursement programs, similar reimbursement programsDevelop and administer QI programs, clinical protocols, measure outcomes (improve quality, etc.)
27 PHYSICIAN-HOSPITAL ORGANIZATION (“PHO”) PARTIAL INTEGRATIONPHYSICIAN-HOSPITAL ORGANIZATION (“PHO”)Legal Issues:Will not implicate Stark unless PHO itself is “provider” of DHSAnti-Kickback Statute:Hospital(s) and physicians capitalize the PHO commensurate with ownership interestsHospital may not loan funds to physicians to purchase ownership interestsAdditional capital requirements of the PHO must be funded pro-rata by ownersDistributions of net capital (if any) made pro rataSeparate arrangements between PHO and hospital (space lease, etc.) and PHO and doctors should meet applicable safe harborAnti-Trust:Minimum level of financial integration (capitalization of PHO; pool reimbursement and/or withholds, bonuses based on formula; not pure “pass through”)Minimum level of clinical integration
28 HOSPITAL-PHYSICIAN JOINT VENTURES PARTIAL INTEGRATIONHOSPITAL-PHYSICIAN JOINT VENTURESClinical Services Joint VenturesNon-DHS servicesOutpatient surgery centersSleep labsUrgent care centersDHS services under Stark “rural provider” exceptionNon-Clinical Services Joint VenturesMedical office buildings or other real estateEquipment leasing companiesFacility leasing company
29 HOSPITAL-PHYSICIAN JOINT VENTURES PARTIAL INTEGRATIONHOSPITAL-PHYSICIAN JOINT VENTURESStark “rural provider” exception: an entity that furnishes at least seventy-five percent (75%) of DHS to residents of a “rural” (i.e., non-urban) areaAnti-Kickback Statute Safe Harbor:Terms of offer of investment interest are same for all investorsTerms of offer to potential investors who are referral sources are not related to previous or future referralsNo requirement that investors make referrals to joint ventureJoint venture may not market or provide items or services to investors differently than to non-investorsMay not loan funds to potential investor in position to make referrals to, furnish items or services to, or otherwise generate business for joint venture if investor uses funds to purchase ownership interestPayments in return for investment interest directly proportional to amount of capital investedAdditional safe harbor requirements for surgery centers
30 HOSPITAL ACQUISITION OF PHYSICIAN GROUP PARTIAL INTEGRATIONHOSPITAL ACQUISITION OF PHYSICIAN GROUPANCILLARY SERVICE LINEPhysician group operates very profitable ancillary services line within group (chemo; imaging; physical therapy; sleep lab).Group not ready for sale of practice (wish to remain independent), but may be interested in monetizing ancillary service line through sale.
31 HOSPITAL ACQUISITION OF PHYSICIAN GROUP ANCILLARY SERVICE LINE PARTIAL INTEGRATIONHOSPITAL ACQUISITION OF PHYSICIAN GROUP ANCILLARY SERVICE LINEPhysician GroupProfessional servicesDiagnostic imagingLab$ - purchase imaging serviceSpace lease or sublease?Imaging CenterHospital
32 HOSPITAL ACQUISITION OF PHYSICIAN GROUP PARTIAL INTEGRATIONHOSPITAL ACQUISITION OF PHYSICIAN GROUPANCILLARY SERVICE LINEWhy would hospital buy?Offensive - establish new or enhance existing outpatient serviceRevenue enhancement -- hospital based serviceDefensive - eliminate competitor and/or prevent competing hospital from picking up serviceWhy would physicians sell?Time is right – declining reimbursement for practice-based ancillary servicesProvide partial liquidation event (generate cash) while continuing independent practice
33 HOSPITAL ACQUISITION OF PHYSICIAN GROUP PARTIAL INTEGRATIONHOSPITAL ACQUISITION OF PHYSICIAN GROUPANCILLARY SERVICE LINEStark “Isolated Transactions” exception:Purchase PriceMust be consistent with FMV, andMay not take into account, in any manner, volume or value of referrals from selling physicianFMV opinion from experienced, reputable valuation company is essential.Do not rely on “in-house” valuation.Income approach vs. asset valuation.
34 HOSPITAL ACQUISITION OF PHYSICIAN GROUP PARTIAL INTEGRATIONHOSPITAL ACQUISITION OF PHYSICIAN GROUPANCILLARY SERVICE LINEStark “Isolated Transactions” exception:The overall transaction must be “commercially reasonable” even if the selling physicians made no referrals to the purchaser.Minimum, conduct internal “commercial reasonableness” analysis. Controversial deals, consider outside “commercial reasonableness” opinion or report.
35 HOSPITAL ACQUISITION OF PHYSICIAN GROUP PARTIAL INTEGRATIONHOSPITAL ACQUISITION OF PHYSICIAN GROUPANCILLARY SERVICE LINEOther legal issues:Operate as “provider-based” outpatient department of hospital, must meet Medicare “provider-based rules”Must be in separate and distinct space from physician groupLease or sublease space from group, meet Stark exception and Anti-Kickback Statute safe harbor for space leasesEmployees providing service must be hospital employees
36 PRACTICE ACQUISITION, PROFESSIONAL SERVICES AGREEMENT PARTIAL INTEGRATIONPRACTICE ACQUISITION, PROFESSIONAL SERVICES AGREEMENTHospital leases or acquires all or substantially all practice assets (exclude cash, A/R, certain other assets), employs practice non-clinical employees, assumes leases, etc., and operates practice as hospital- owned medical practice.Rather than employ physicians, hospital enters into professional services agreement with P.C., under which P.C. makes all doctors and para-professionals available to hospital to provide professional services in practice.Hospital bills for physician services, pays P.C. fee for clinical services provided by P.C. employees.
37 PRACTICE ACQUISITION, PROFESSIONAL SERVICES AGREEMENT PARTIAL INTEGRATIONPRACTICE ACQUISITION, PROFESSIONAL SERVICES AGREEMENTPhysician Group, P.C.$ - Purchase Price or Lease PaymentsProfessional Services AgreementPractice AssetsClinical Services$ - FeesContract for professional servicesSale or LeaseHospital
38 PARTIAL INTEGRATION PSA MODEL Practice Acquisition/Lease: If acquisition, “isolated transactions” exceptionIf lease, meet all requirements of applicable Stark exception(s) and AKS safe harborProfessional Services Agreement:Practice agrees to provide specifically identified physicians and para-professionals to hospital to provide services in acquired practiceNew physicians added only with hospital approvalHospital bills for servicesHospital pays fee sufficient to cover P.C. fixed expenses, bonus if group hits pre- established criteriaProductivity/Incentive compensationQuality, efficiency, patient satisfactionAdministrative/medical director services separately compensated, at FMV hourly rateMust meet all criteria of Stark “personal services arrangements” exception
39 PARTIAL INTEGRATION PSA MODEL Why physicians like it: Nice option for coverage of remote officeAllows doctors to retain some autonomyInternal compensationInternal governanceIncome certainty, remove collection risk and declining reimbursement rates“Date before you marry”Allows for “unwind” and return to private practice if relationship not workingWhy hospitals like it:Because physicians do
41 CONTRACTUAL INTEGRATION PHYSICIAN RECRUITMENTHospitals are permitted to offer physicians a variety of incentives to induce physician to relocate his/her practice to hospital service area.Common recruitment incentives include:Headhunter feesRelocation expense reimbursementIncome support paymentsSchool loan repayments“Signing bonus”Short-term housing assistanceLine of credit loansRecruit physician to establish own practice, or to join established practice in hospital’s service area.
42 CONTRACTUAL INTEGRATION PHYSICIAN RECRUITMENTStark “physician recruitment” exception:1. Physician must “relocate” his or her practice (with some exceptions) to the “geographic area served by the hospital”Relocate means physician’s practice is outside of hospital GSA, and either moves practice more than twenty-five (25) miles into hospital GSA, or moves practice to hospital GSA and at least seventy-five percent (75%) of revenue in new practice from patients not seen in old practiceHospital Geographic Service Area lowest number of contiguous zip codes from which hospital draws at least seventy-five percent (75%) of inpatientsRecruitment agreement must be in writing and signed by partiesRemuneration paid to doctor under agreement not determined based on volume or value of referralsPhysician may establish privileges at other hospitals and refer patients to other hospitals
43 CONTRACTUAL INTEGRATION PHYSICIAN RECRUITMENTAdditional requirements affecting recruitment to an existing group practice:1. Hospital, physician and group practice must sign the agreementExcept for actual costs incurred by group in recruiting doctor, payments are “passed directly through” to doctor or “remain with” recruited doctorIf income guarantee, costs allocated by group to new doctor are limited to “actual additional incremental costs attributable to the recruited physician”Must maintain records for five (5) yearsRemuneration paid under the agreement does not take into account volume or value of referralsPractice may not impose on new doctor “practice restrictions that unreasonably restrict the recruited physician’s ability to practice medicine” in the hospital’s GSA
44 CONTRACTUAL INTEGRATION PERSONAL SERVICES ARRANGEMENTS1. Medical Director ArrangementsDepartment Staffing ArrangementsCall Coverage ArrangementsPhysician Clinic Staffing ArrangementsAdministrative/Management Services
45 CONTRACTUAL INTEGRATION PERSONAL SERVICES ARRANGEMENTSStark “personal services arrangements” exception:1. Arrangement is in writing, signed by parties, and specifies services covered by arrangementThe agreement covers all of the services furnished by the physician to the entityThe aggregate services contracted for do not exceed what is reasonable and necessary for legitimate business purposes of arrangementThe term of arrangement is at least one (1) yearCompensation paid under arrangement is set in advance, does not exceed FMV, and is not determined in way takes into account volume or value of referrals
46 CONTRACTUAL INTEGRATION SERVICE LINE MANAGEMENT AND CO-MANAGEMENT ARRANGEMENTSA “service line” management or co-management arrangement is one where hospital contracts with a group of physicians to provide management services to a hospital department or service line.Under a management arrangement, hospital contracts with a single physician group practice, or with group of unaffiliated physicians of same specialty organized under new legal entityUnder “co-management” arrangement, hospital and group of physicians form a new joint venture management company to provide services
47 CONTRACTUAL INTEGRATION SERVICE LINE MANAGEMENT AND CO-MANAGEMENT ARRANGEMENTSManagement ArrangementCo-Management ArrangementVariety of ServicesHospitalPhysician ManageCoManagement AgreementManagement and Incentive FeesHospitalPhysiciansInvestManagement AgreementInvestFeesCo-Management CompanyServices
48 CONTRACTUAL INTEGRATION SERVICE LINE MANAGEMENT AND CO-MANAGEMENT ARRANGEMENTSManagement AgreementDescribe services provided by physiciansDepartment policies and procedures; medical director; staffing; budgeting; supply chain; clinical protocols; schedulingCreate “governance” structure consisting of committee or several committees, hospital and physician representationEstablish “reporting” structureManagement fees paid under agreement typically consist of “fixed” fee and incentive fee componentsFixed fee covers all administrative and management services provided under agreementIncentive fee is triggered by department meeting or exceeding specified “benchmarks” relating to improvements in quality or efficiency, and/or cost reductionsIncentive fee may not be tied to percentage of departmental revenue, net income or profit, or increases in departmental revenue or net income
49 CONTRACTUAL INTEGRATION SERVICE LINE MANAGEMENT AND CO-MANAGEMENT ARRANGEMENTSExamples of clinical “benchmarks” or “metrics” that may generate incentive fees under the management agreement:Reduction in post-surgical infection ratesReduced re-admissionsOn-time surgical startsReduced turn-around time between casesPre- and post-surgical use of antibioticsSupply cost reductionsPatent satisfaction scores
50 CONTRACTUAL INTEGRATION SERVICE LINE MANAGEMENT AND CO-MANAGEMENT ARRANGEMENTSLegal Issues:Depending on how fee is structured and precise party acting as manager, Stark may or may not be implicatedIn any event, fee should not exceed FMV, and should not take into account volume or value of referralsFMV nature of fee should be confirmed by FMV appraisal by experienced H/C appraisal firmIf Stark is implicated, meet all criteria of “personal services arrangements” exceptionIf “co-management” arrangement, ManageCo joint venture should be organized and operated consistent with requirements of other hospital-physician joint ventures
51 CONTRACTUAL INTEGRATION SERVICE LINE MANAGEMENT AND CO-MANAGEMENT ARRANGEMENTSBusiness Issues:Doctors must provide legitimate services to earn feeCommitment of time and energy; not appealing to doctors with busy practiceCaveat, may be attractive if arrangement is a vehicle to provide doctors with compensation for services already providedDoctors may be disappointed by what valuation company will approve as FMV “base” feeDitto for FMV incentive feeDepending on make-up of MANAGECO, achieving some of benchmarks to earn incentive comp will depend on altering behavior of people who have no economic incentive to do soMay also depend on circumstances outside of control of physician managersAll that being said, a thoughtfully structured arrangement with significant physician “buy-in” can drive significant positive change in service line performance and provide appropriate financial reward for doctors in connection with their efforts to effect change
52 CONTRACTUAL INTEGRATION SPACE/EQUIPMENT LEASESPhysician group, or lessor entity in which physicians hold investment interests, leases space or equipment to hospital.Must meet all criteria of “rental of office space” or “rental of equipment” Stark exception, if lessor is physician group.If lessor entity includes physician investors, Stark may or may not be implicated, but AKS definitely is.Critical issue, lease payments should be FMV, and not based on percentage of revenues, percentage of profits, or any other percentage-based formula; and, if equipment lease, no “per click” or “per use” fee structure if physician investor is in position to make referrals to machine.
53 WRAP-UPAccelerating pace of hospital/physician integration – trend that is here to stay“Train has left the station,” “horse is out of the barn”Various models “tools in the tool box”Not every tool is right for every hospitalNot every hospital will use every tool, but probably use more than oneExact tools depend on unique facts apply to your institution and market in which operate