STATE OF NEW YORK PUBLIC HEALTH AND HEALTH PLANNING COUNCIL AGENDA October 2, 2014 Immediately following the Special Establishment and Project Review Committee which is scheduled to begin at 10:00 a.m. 90 Church Street 4 Floor, Room 4A & 4B New York City th I. INTRODUCTION OF OBSERVERS Jeffrey Kraut, Vice Chairman II. APPROVAL OF MINUTES Exhibit #1 August 7, 2014 Meeting Minutes III. REPORT OF DEPARTMENT OF HEALTH ACTIVITIES A. Report of the Department of Health Howard A. Zucker, M.D., J.D., Acting Commissioner of Health   B. Report of the Office of Primary Care and Health Systems Management Activities Daniel Sheppard, Deputy Commissioner C. Report of the Office of Health Insurance Programs Activities Jason Helgerson, Deputy Commissioner, Office of Health Insurance Programs D. Report of the Office of Public Health Activities Dr. Guthrie Birkhead, Deputy Commissioner, Office of Public Health  IV. PUBLIC HEALTH SERVICES Report on the Activities of the Committee on Public Health Jo Ivey Boufford, M.D., Chair of the Public Health Committee 1    V. HEALTH POLICY Report on the Activities of the Committee on Health Planning John Rugge, M.D., Chair of the Health Planning Committee VI. REGULATION Report of the Committee on Codes, Regulations and Legislation Exhibit #2 Angel Gutiérrez, M.D., Chair, Committee on Codes, Regulations and Legislation For Emergency Adoption 13-08 Amendment of Subpart 7-2 of Title 10 NYCRR (Children’s Camps) For Adoption 14-09 Amendment of Section 2.59 of Title 10 NYCRR (Prevention of Influenza Transmission by Healthcare and Residential Facility and Agency Personnel) 12-26 Amendment of Sections 600.3 and 710.5 of Title 10 NYCRR (Amendment of Certificate of Need (CON) Applications) For Discussion Sections of Title 10 NYCRR – Integrated Services Licensure VII. AD HOC COMMITTEE ON FREESTANDING AMBULATORY SURGERY CENTERS AND CHARITY CARE Report on the Activities of the Ad Hoc Committee on Freestanding Ambulatory Surgery Centers and Charity Care Peter Robinson, Chair VIII. PROJECT REVIEW AND RECOMMDATIONS AND ESTABLISHMENT ACTIONS Report of the Committee on Establishment and Project Review Peter Robinson, Member, Establishment and Project Review Committee A. APPLICATIONS FOR CONSTRUCTION OF HEALTH CARE FACILITIES CATEGORY 1: Applications Recommended for Approval – No Issues or Recusals, Abstentions/Interests NO APPLICATIONS 2    CATEGORY 2: Applications Recommended for Approval with the Following:  PHHPC Member Recusals  Without Dissent by HSA  Without Dissent by Establishment and Project Review Committee CON Applications Acute Care Services - Construction 1. Exhibit #3 Number Applicant/Facility E.P.R.C. Recommendation 142005 C Strong Memorial Hospital (Genesee County) Ms. Hines – Recusal Mr. Robinson - Recusal Contingent Approval CATEGORY 3: Applications Recommended for Approval with the Following:  No PHHPC Member Recusals  Establishment and Project Review Committee Dissent, or  Contrary Recommendations by HSA NO APPLICATIONS CATEGORY 4: Applications Recommended for Approval with the Following:  PHHPC Member Recusals  Establishment and Project Review Committee Dissent, or  Contrary Recommendation by HSA NO APPLICATIONS CATEGORY 5: Applications Recommended for Disapproval by OHSM or Establishment and Project Review Committee - with or without Recusals NO APPLICATIONS CATEGORY 6: Applications for Individual Consideration/Discussion NO APPLICATIONS 3    B. APPLICATIONS FOR ESTABLISHMENT AND CONSTRUCTION OF HEALTH CARE FACILITIES CATEGORY 1: Applications Recommended for Approval – No Issues or Recusals, Abstentions/Interests CON Applications Diagnostic and Treatment Centers – Establish/Construct Exhibit #4 Number Applicant/Facility E.P.R.C. Recommendation 1. 141060 E Phoenix House Foundation, Inc. (New York County) Contingent Approval 2. 141258 E Harlem East Life Plan (New York County) Contingent Approval   Residential Health Care Facilities – Establish/Construct Number Applicant/Facility E.P.R.C. Recommendation 1. 141044 E Saratoga Center for Care, LLC d/b/a Saratoga Center for Rehab and Skilled Nursing Care (Saratoga County) Contingent Approval 2. 141235 E Safire Rehabilitation of Northtowns, LLC (Erie County) Contingent Approval 3. 141237 E Safire Rehabilitation of Southtowns, LLC (Erie County) Contingent Approval 4. 142050 E BTRNC, LLC d/b/a Beechtree Center for Rehabilitation and Nursing (Tompkins County) Certified Home Health Agency – Establish/Construct 1. Contingent Approval Exhibit #6 Number Applicant/Facility E.P.R.C. Recommendation 141082 E Eddy Visiting Nurse Association (Rensselaer County) Contingent Approval 4    Exhibit #5 Certificate of Amendment of the Certificate of Incorporation Exhibit #7 Applicant E.P.R.C. Recommendation The Schulman and Schachne Institute for Nursing and Rehabilitation, Inc. Approval New York Foundling Hospital Center for Pediatrics, Medical and Rehabilitative Care, Inc. Approval Certificate of Merger Exhibit #8 Applicant E.P.R.C. Recommendation Arnot Health Foundation, Inc. Approval Certificate of Incorporation Exhibit #9 Applicant E.P.R.C. Recommendation The St. Joseph Hospital Foundation Approval HOME HEALTH AGENCY LICENSURES   Number Applicant/Facility E.P.R.C. Recommendation 2148 L Apex Licensed Home Care Agency, LLC (Bronx, Queens, Kings, Richmond, New York, Westchester Counties) Contingent Approval 2000 L Arvut Home Care, Inc. (Bronx, Queens, Kings, Nassau, New York, and Richmond Counties) Contingent Approval    5    Exhibit #10   2147 L Attentive Licensed Home Care Agency, LLC (Bronx, Queens, Kings, Richmond, New York and Nassau Counties) Contingent Approval  2136 L Beautiful Day Home Care, Inc. (Cayuga, Tompkins, Onondaga, Cortland, Oswego, and Seneca Counties) Contingent Approval  2134 L Best Professional Home Care Agency, Inc. (Bronx, Kings, Queens, New York, and Richmond Counties) Contingent Approval  2371 L CNY Helpers, LLC d/b/a Home Helpers & Direct Link #58740 (Oneida, Madison, Onondaga and Oswego Counties) Contingent Approval  2123 L EOM Service, Inc. d/b/a BrightStar of South Brooklyn (Kings, Bronx, Queens, Richmond, and New York Counties) Contingent Approval  1980 L Clear Waters Home Care Services, LLC (Bronx, Orange, and Westchester Counties) Contingent Approval  2038 L Gentle Hands Agency, Inc. (Bronx, New York, Queens, Kings and Richmond Counties) Contingent Approval  2104 L Joyful NY, LLC d/b/a Joyful Home Care Services (Suffolk, Nassau and Queens Counties) Contingent Approval    6      2066 L Reliance Home Care, Inc. (Kings, Bronx, Queens, Richmond, New York and Nassau Counties) Contingent Approval  1614 L Taconic Innovations, Inc. (Westchester and Dutchess Counties) Contingent Approval 1787 L The Terrance at Park Place, Inc. d/b/a The Terrance at Park Place Lansing (Tompkins County) Contingent Approval 2223 L Alliance Nursing Staffing of New York, Inc. (Nassau, Putnam, Dutchess, New York, Rockland, Westchester, Suffolk, Sullivan and Orange Counties) Contingent Approval  2294 L Astra Home Care, Inc. d/b/a True Care (New York, Bronx, Kings, Richmond, Queens, and Westchester Counties) Contingent Approval  2267 L Bridgewood, LLC d/b/a New Fordham Arms Assisted Living LHCSA (Queens, Kings, New York, Bronx, and Richmond Counties) Contingent Approval  2303 A Baywood, LLC d/b/a Plan and Partner Home Healthcare (Richmond County) Contingent Approval  2303 L Baywood, LLC d/b/a Plan and Partner Home Healthcare (Queens, Kings, New York, and Richmond Counties) Contingent Approval    7    2105 L Healthy and Long Life Care, Inc. (New York, Bronx, Kings, Richmond, Queens and Nassau Counties) Contingent Approval  1935 L Supreme Homecare Agency of NY, Inc. (New York, Bronx, Kings, Richmond, Queens and Westchester Counties) Contingent Approval  2212 L Ameritech Homecare Solutions, LLC d/b/a PC Aide Plus (Bronx, Queens, Kings, Richmond, New York and Westchester Counties) Contingent Approval  2496 L A & T Healthcare, LLC (Dutchess, Rockland, Nassau, Suffolk, Orange, Westchester, Putnam, Bronx, Sullivan, Ulster, Kings, New York, Richmond, Queens, and Greene Counties) Contingent Approval  2219 L Healthwood Assisted Living at Williamsville, Inc. (Erie County) Contingent Approval 2231 L Intergen Health, LLC (Bronx, Queens, Kings, Nassau, New York, and Richmond Counties) Contingent Approval 2309 L Two K Management Corp. d/b/a Family Aides Home Care (Nassau, Suffolk, Queens, Westchester, Bronx, Kings, New York, Queens, Richmond, and Suffolk Counties) Contingent Approval 2423 L Senior Care Connection, Inc. d/b/a Eddy Senior Care (See Exhibit for Counties) Contingent Approval 8    2424 L CATEGORY 2: Eddy Licensed Home Care Agency, Inc. (See Exhibit for Counties) Contingent Approval Applications Recommended for Approval with the Following:  PHHPC Member Recusals  Without Dissent by HSA  Without Dissent by Establishment and Project Review Committee CON Applications Acute Care Services – Establish/Construct Number Applicant/Facility E.P.R.C. Recommendation 1. 141248 E White Plains Hospital Center (Westchester County) Mr. Fassler – Interest Contingent Approval 2. 142009 E RU System (Ontario County) Ms. Hines – Recusal Mr. Robinson - Recusal Contingent Approval 3. 142041 E RU System (Genesee County) Ms. Hines – Recusal Mr. Robinson - Recusal Contingent Approval Diagnostic and Treatment Center – Establish/Construct Exhibit #12 Number Applicant/Facility E.P.R.C. Recommendation 1. 142024 E Charles Evans Health Center, Inc. (Nassau County) Mr. Kraut – Interest Contingent Approval 2. 142031 B LISH, Inc. d/b/a LISH at Central Islip (Suffolk County) Mr. Kraut - Interest Contingent Approval 9    Exhibit 11 Dialysis Services – Establish/Construct Exhibit #13 Number Applicant/Facility E.P.R.C. Recommendation 1. 141221 E True North DC, LLC d/b/a Port Washington Dialysis Center (Nassau County) Dr. Bhat – Interest Mr. Kraut - Recusal Contingent Approval 2. 142015 E West Nassau Dialysis Center, Inc. (Nassau County) Dr. Bhat - Recusal Contingent Approval HOME HEALTH AGENCY LICENSURES Exhibit #14 Number Applicant/Facility E.P.R.C. Recommendation 2150 L Professional Assistance for Seniors, Inc. (Monroe, Livingston, Wayne, Genesee, and Ontario Counties) Ms. Hines – Interest Mr. Robinson - Interest Contingent Approval 2220 L Healthwood Assisted Living at Penfield, Inc. (Monroe County) Ms. Hines – Interest Mr. Robinson - Interest Contingent Approval CATEGORY 3: Applications Recommended for Approval with the Following:  No PHHPC Member Recusals  Establishment and Project Review Committee Dissent, or  Contrary Recommendations by or HSA NO APPLICATIONS CATEGORY 4: Applications Recommended for Approval with the Following:  PHHPC Member Recusals  Establishment an Project Review Committee Dissent, or  Contrary Recommendation by HSA NO APPLICATIONS 10    CATEGORY 5: Applications Recommended for Disapproval by OHSM or Establishment and Project Review Committee - with or without Recusals NO APPLICATIONS CATEGORY 6: Applications for Individual Consideration/Discussion CON Applications Ambulatory Surgery Centers – Establish/Construct Number Applicant/Facility E.P.R.C. Recommendation 1. 141201 E New York Endoscopy Center (Westchester County) Contingent Approval 2. 141300 B Greenwich Village Ambulatory Surgery Center, LLC (New York County) Mr. Kraut – Recusal To be presented at the Special Establishment/Project Review Committee on 10/2/14 No Recommendation Residential Health Care Facilities – Establish/Construct IX. Applicant/Facility E.P.R.C. Recommendation 1. 132356 E KPRH IV Operations, LLC (Queens County) To be presented at the Special Establishment/Project Review Committee on 10/2/14 No Recommendation 2. 141215 E Dunkirk Operating, LLC d/b/a Chautauqua Nursing and Rehabilitation Center (Chautauqua County) To be presented at the Special Establishment/Project Review Committee on 10/2/14 No Recommendation November 13, 2014 – Albany December 4, 2014 – Albany (Century House) ADJOURNMENT 11    Exhibit #16 Number NEXT MEETING X. Exhibit #15 State of New York Public Health and Health Planning Council Minutes August 7, 2014 The meeting of the Public Health and Health Planning Council was held on Thursday, August 7, 2014, at the Empire State Plaza, Meeting Room 6, Albany, NY, New York State Department of Health Offices at 584 Delaware Avenue, 3rd Floor Training Video Conference Room, Buffalo, NY 14202, and the New York State Department of Health Offices, Triangle Building, 335 East Main Street, 2nd Floor Conference Room, Rochester, NY 14604. Vice Chairman, Dr. Jeffrey Kraut presided. COUNCIL MEMBERS PRESENT: Dr. Howard Berliner Dr. Jodumatt Bhat Mr. Christopher Booth Dr. Jo Ivey Boufford Ms. Kathleen Carver-Cheney Mr. Michael Fassler Ms. Kim Fine Dr. Ellen Grant – Buffalo via video Dr. Angel Gutierrez Ms. Vicky Hines – Rochester via video Dr. Gary Kalkut Mr. Jeffrey Kraut Dr. Levin Dr. Glenn Martin Ms. Ellen Rautenberg Dr. John Rugge Dr. Strange Dr. Anderson Torres Dr. Patsy Yang DEPARTMENT OF HEALTH STAFF PRESENT: Mr. Charles Abel Ms. Nancy Agard Mr. Udo Ammon Dr. Guthrie Birkhead Mr. James Clancy Ms. Anna Colello Mr. Alex Damiani Ms. Barbara DelCogliano Mr. Christopher Delker Mr. James Dering Ms. Alejandra Diaz Ms. Celeste Johnson Ms. Sue Kelly Ms. Colleen Leonard Ms. Ruth Leslie Ms. Karen Madden Ms. Lisa McMurdo Ms. Joan Cleary Miron Ms. Elizabeth Misa Ms. Lakia Rucker Ms. Linda Rush Mr. Keith Servis Mr. Michael Stone Ms. Lisa Ullman Ms. Ruth Leslie INTRODUCTION: Mr. Kraut called the meeting to order and welcomed Executive Deputy Commissioner Kelly along with Council members, meeting participants and observers. 1 RESOLUTION OF APPRECIATION: On behalf of the Council, Ms. Kelly read and presented a Resolution of Appreciation to Dr. Streck for the important work he undertook in adopting the emergency regulation banning synthetic marijuana, adopting regulations involving governing telemedicine and implementing the Berger Commission recommendations. Mr. Kraut mentioned that in addition to Dr. Streck, the Council lost two other members due to their Council term expiring, Mr. Fensterman and Mr. Hurlbut, both of whom would also be receiving signed resolutions from himself and Acting Commissioner Zucker in gratitude of their hard work and dedication. Ms. Kelly briefly introduced the four new members: Kathleen Carver-Cheney, Kim Fine, Thomas Holt and Dr. Gary Kalkut. Mr. Kraut then reported the standing committee assignments of the new members. Please refer to pages 2 through 10 of the attached transcript. REPORT OF DEPARTMENT OF HEALTH ACTIVITIES: Mr. Kraut turned the floor over to Ms. Kelly to give the Report on the Department of Health Activities. NORTH ATLANTIC HURRICANE SEASON Ms. Kelly reported that the unofficial start of the North Atlantic hurricane season was August 1, 2014. The development of E-FINDS, the Evacuation of Facilities in Disaster System, will allow tracking patients or residents in the event that evacuation of facilities is necessary. She noted that while this system puts the state in a better position to respond than ever before, communication and drills are still vital. ALL PAYER DATA BASE Ms. Kelly advised that the APD, all-payer database, is the new data system that complies information from insurers on all health care encounters—inpatient, outpatient, pharmacy, longterm care. The APD grew out of legislation passed in the spring of 2011 and will serve as the repository for health care data. The information will be used to manage, evaluate, and analyze our state health care system; and serve as a key resource for measuring the quality of care, gauging our state’s population health, and determining and evaluating our finance policies. She provided a tentative timeline of anticipated milestones of implementation. STATE HEALTH INFORMATION NETWORK OF NEW YORK Ms. Kelly briefly updated the Council on the SHINNY, the State Health Information Network of New York, which connects electronic health records across the state from private practices, hospitals, nursing homes, clinics, and laboratories. The rules, which have been drafted and are awaiting executive clearance, will be formally proposed proceeding a 45-day public comment period. The Department expects this will happen soon. Through the regional health information organizations, the SHIN-NY is going to link patient information across providers, 2 across the state, making it easier for patients to receive care in different practices at different kinds of facilities and in different locations. The SHINNY will provide complete, accurate, and private access to the information carefully gathered by each primary care practitioner, specialistend providers during patient visits STATEWIDE PLANNING AND RESEARCH COOPERATIVE SYSTEM Ms. Kelly stated that the Department is making changes to its SPARCS, statewide planning and research cooperative system, regulations. These revisions will delete obsolete language; realign the regulation to reflect current practices; add a new provision that mandates outpatient services data collection; improve access to data; and add a provision that ensures the data are complete and accurate. These objectives continue to support the statewide initiatives to promote transparency and greater access to data. Tangible benefits resulting from these efforts in the Governor’s Open Data Portal, as well as the new health data site, Health Data New York. BALANCING INCENTIVE PROGRAM Ms. Kelly reported that New York has just announced the recipients of the Balancing Incentive Program (BIP) innovation fund grant awards. These organizations will share more than $47 million in funding to enhance community-based long-term care service and support for Medicaid beneficiaries. BIP was created by Congress to make structural changes to the nation’s long-term care delivery system and its funds come from the Centers for Medicare and Medicaid Services as part of the Affordable Care Act. BIP was designed to inspire service providers to think outside the box as they come up with ideas for changing that system. She noted that a total of 75 applications were received. NEW YORK STEM CELL SCIENCE PROGRAM Ms. Kelly informed the Council that the Department also has initiatives in promoting stem cell research. She stated that the goal of NYSTEM, the New York and the New York State Stem Cell Science Program, is to help people live longer and healthier lives. NYSTEM recently announced several different types of funding mechanisms to promote stem cell research within the state: approximately $10 million will be provided for biology teachers in middle schools and high schools to spend six to eight weeks doing research in a stem cell laboratory and then take the experiences back to their students in lesson plans and hands-on activities; $7.5 million has been allocated for institutional training programs, $4 million in funds for the informal stem cell education program through museums and science centers program; and $4 million in funding is being allotted to a program for journalists and journalism students to help journalists better understand and communicate stem cell biology and regenerative medicine. ACCREDITATION OF HUMAN RESEARCH PROTECTION Ms. Kelly briefly mentioned briefly that the Association for the Accreditation of Human Research Protection recently accredited the Department’s Institutional Review Board program for safeguarding human subjects of research. She explained that to earn accreditation, organizations must demonstrate that they have built extensive safeguards into every level of their research operations and adhere to high standards of research. Ms. Kelly noted that New York State has joined one other state in the nation, as well as the National Institute of Health, and many high-level research institutions in being accredited. Please refer to pages 12 through 20 of the attached transcript. 3 ADOPTION OF 2015 PHHPC MEETING SCHEDULE: Mr. Kraut asked for a motion to approve the 2015 Public Health and Health Planning Council meeting schedule. Mr. Levin motioned for approval which was seconded by Dr. Gutierrez. The motion passed unanimously. Please refer to page 20 of the attached transcript. APPROVAL OF THE MINUTES OF June 12, 2014: Mr. Kraut asked for a motion to approve the June 12, 2014 Minutes of the Public Health and Health Planning Council meeting. Dr. Berliner motioned for approval which was seconded by Mr. Levin. The minutes were unanimously adopted. Please refer to page 23 of the attached transcript. REPORT OF THE OFFICE OF PUBLIC HEALTH ACTIVITIES: Mr. Kraut introduced Dr. Birkhead to give the report of Activities of the Office of Public Health. Activities of the Office of Public Health: EBOLA PREPARATION Dr. Birkhead reported that the Ebola outbreak occurring in West Africa is the largest outbreak of the virus to date and has a fatality rate exceeding 70%. He stated that’s it usual to be occurring in West Africa because all of the previous ones have been in East Africa. Ebola is definitely a very severe illness which under certain conditions in both health care settings and community settings, can spread fairly readily through a direct-contact route. Dr. Birkhead stated that it highlights the modern world that we live in where any disease, anywhere in the world, could arrive in the United States within 24 hours via plane ride. As a result, the department examined its protocols for identifying ill persons on aircraft, departure and arrival location screenings, and sick visits to physicians after international travel. Dr. Birkhead mentioned that department receives CDC guidance with diseases like Ebola, H1N1, and SARS to define what the epidemiology is; what the risk is; and what the clinical considerations are. That information is quickly distributed and typically followed up with phone calls. Meetings and conference calls are occurring with all the hospitals in the state, EMS providers, and laboratory workers, all of whom deal with blood from these patients. He briefly explained the hospital’s processes for suspect cases of diseases requiring quarantine. Dr. Birkhead stated that currently all Ebola virus testing is done at CDC; however, due to the large size of the outbreak in Africa and the likelihood of more travelers coming in, CDC has received an emergency authorization from the FDA to offer the test kits for state health department labs which could take effect within the next month or two. Currently, there’s no treatment, although two patients in Atlanta are being treated with experimental treatments that look hopeful. Presently, care is completely dependent on supporting fluids, electrolytes, oxygen, blood pressure, and treating complicating infections. 4 Dr. Birkhead concluded his report. Mr. Kraut thanked Dr. Birkhead and inquired if members had questions or comments. To see the complete report and comments from members, please see pages 23 to 29 of the attached transcript. Report of the Office of Health Insurance Programs Activities: Next, Mr. Kraut introduced Mr. Helgerson to give Report of Activities of the Office of Health Insurance Programs. DELIVERY SYSTEM REFORM INCENTIVE PAYMENT PROGRAM Mr. Helgerson stated that the Delivery System Reform Incentive Payment Program (DSRIP) is a $6.9 billion enterprise over the next five years to really transform how health care is delivered for the Medicaid population. He stated that DSRIP consists of five key themes which consist of collaborations, project value drives, performance based payments, statewide performance matters, and lasting change. Mr. Helgerson stated that the collaboration theme focuses on integrating delivery systems of providers from across the entire care spectrum of the Medicaid population to operate as a single system, to better meet the needs of its population. Final approval was approved in April; since then the Department has been trying to bring providers across the state together in new and unique ways. Mr. Helgerson spoke about the project value drives which are based on transformation, the number of Medicaid population being served, and the quality of the applications. There is a list of 44 projects of which 11 can be selected. Mr. Helgerson noted that the more difficult projects that are also transformative, will have a higher dollar value. It’s important for performing provider systems (PPFs) to be able to meet their goals because every single payment through this initiative is linked to a specific milestone or a specific performance metric. This is all about performance. If you do not perform, you will not be paid, it is that simple. There is no payments for effort. There’s no payments and reimbursements for cost. This is all performancebased payments and in fact what makes these payments in this waiver allowable under federal law is that they are specifically performance-based payments. Mr. Helgerson briefly discussed statewide performance. He noted that New York is the first state to have a statewide performance metric requirement which compares all of the performing provider systems across the state. This data will be presented to the federal government annually to reflect the state’s overall success or failure. An unsuccessful performance overall will result in reduced payments to all of the performing provider systems. A communication system to share learning and best practices across the state will be needed. The Department is trying to create a sense of collaboration both within the PPSs and between the PPSs. Mr. Helgerson stated that DSRIP is about permanent restructuring of the health care delivery system for the Medicaid population not just the next five years. The Department is trying to build an environment in which the managed care organizations who will receive capitation payments from the state and are responsible for maintaining an adequate network, will become a permanent feature of the Medicaid program. 5 Mr. Helgerson stated that 42 different planning grants were announced recently and that those “emerging PPSs” are really advanced in their efforts. They still have a tremendous amount of work to do. The full applications are due to the Department on December 16, 2014, with an anticipated start date of April 1, 2015. Mr. Helgerson concluded the report. Mr. Kraut thanked him and inquired if members had questions or comments. To see the complete report and comments from members, please see pages 29 through 51 of the attached transcript. Report of the Office of Primary Care and Health Systems Management Activities: Next, Mr. Kraut introduced Mr. Sheppard to give the Report of Activities of the Office of Primary Care and Health Systems Management. INTERIM ACCESS ASSURANCE FUND Mr. Sheppard stated that the Interim Access Assurance Fund (IAAF) could be considered the first phase of DSRIP. The purpose of IAAF is to help safety net hospitals in severe financial distress and major public hospital systems to sustain key health care services as they participate with other providers to develop proposals for systems of integrated services delivery to be funded and implemented under the DSRIP. Mr. Sheppard stated that there is a total of up to $500 million available for IAAF payments, $250 million of which is going to the five major public hospital systems: HHC, the three SUNY hospitals, Erie County Medical Center, Nassau, and Westchester. The other $250 million is going to the 25 safety net hospitals, of which approximately $217 has been issued. The difference is largely due to depreciation which for purposes of IAAF was intended to keep safety net hospitals from operating for a 10 month period didn’t really factor in. He noted that the $33 million balance will be used for either new IAAF applicants or to the recipient hospitals who need more money to meet IAAF program requirements than originally planned. Mr. Sheppard then advised members that the 2014-2015 budget authorized the commissioners of health, mental health, office for people with developmental disabilities, and office of alcoholism and substance abuse services, to waive regulatory requirements for DSRIP projects. The legislative intent of this authorization is to ensure the DSRIP projects could be implemented at a rapid pace, if a rapid pace required to hit the performance milestones necessary for the PPSs to receive funding. He noted that the statute prohibits the regulations being waived if patient safety will be jeopardized. The waivers must be project specific and are time limited. Many interested parties have already reached out to the Department with suggestions about how to utilize this authority and as part the design grant applications PPSs identified also potential requests for regulatory waivers. Some suggestions include integrating physical and behavioral health services, integrating long term care services, addressing physical plant standards that don’t impact patient safety but might otherwise slow down implementation of a project; and facilitating information sharing between PPS participants. 6 Mr. Sheppard stated that the Department will be waiving regulations that would otherwise preclude or delay approved DSRIP projects, without impacting patient safety. He stated that an implementation framework needs to be developed that provides predictability to DSRIP applicants and consist of speed, consistency, and predictability. The department plans to finalize this framework and provide guidance to PPSs in late September which aligns with the beginning of the DSRIP application process. The Council’s input would be very helpful in advancing thinking and effectuating change on regulatory streamlining and other efforts, such as redesigning ambulatory care and certificate of need (CON) reform. Mr. Sheppard stated that staff would be working with Public Health and Health Planning Council (PHHPC) members on these issues over the next several weeks and would present the information before the Council at its next meeting in September 17, 2014. Mr. Sheppard concluded his report. Mr. Kraut thanked him and inquired if members had questions or comments. To see the complete report and comments from members, please see pages 51 through 67 of the attached transcript. Report on the Office of Quality and Patient Safety Activities: Mr. Kraut introduced Ms. Agard to give the report of Activities of the Office of Quality and Patient Safety. OFFICE BASED SURGERY Ms. Agard stated the Department and the Council has had an interest in the quality of care and office-based surgery (OBS) actually since the 1990s when an ad-hoc committee was created to look at the quality of care as ambulatory care began to increase. The outcome of that first committee’s work was the development of guidelines in 2000 which can still be found on the office-based surgery website. Ms. Agard stated that in 2005, the Council again asked the Commissioner to appoint a committee on office-based surgery quality and found that incidences were still occurring. The second committee’s recommendations resulted into public health law 230D which was passed in 2007. In that law they defined office-based surgery and required that these office-based surgery practices become accredited. The licensees that were identified initially in the law were physicians, physician assistants and specialist assistants. In July of 2009, it became a requirement to report select adverse events within 24 hours of an event or the provider becoming aware of it. Ms. Agard provided examples of common adverse events. She noted that in 2008, there were some adverse events going on within the private practice community that involved transmission of blood-borne pathogens which was later added as a separate and additional type of reportable event. Ms. Agard commented that the Department designated three accreditation agencies for private practices seeking to provide office-based surgery services to the community. They included the American Association for the Accreditation of Ambulatory Surgery Facilities Inc., Accreditation Association for Ambulatory Healthcare and the Joint Commission. She noted that there are approximately 1,000 accredited office-based surgery practices currently which are primarily downstate in New York City, Nassau County, Suffolk County and Westchester County. 7 Ms. Agard then summarized the trends in adverse reporting data that was collected since 2010. She highlighted that there was an initial boost which was followed by a period of stability and then a decline. The decline is due to only 20 percent reporting rate in 2013 which is disappointing. Ms. Agard discussed the adverse event reporting system which is currently a selfreporting system done by the providers. Patient transfers are the most identifiable events. The identification of admissions and deaths require some sort of a follow-up with patients and providers which is typically one to two days. Most providers do not have a system in place that identifies a 30-day follow up with the exception of vascular providers. She stated that unlike hospitals or ambulatory surgery centers that are reporting SPARCS data, private practices that are performing procedures aren’t submitting any data to the Department. Ms. Agard summarized the demographics of the data collected between 2010 and 2013. She described which age groups are most involved in adverse events, compared statistics for specialty specific procedures, and mentioned the distribution of adverse events for all officebased surgery adverse event types that were reported. Admissions were the leading contender followed by transfers and then deaths. About a third of admissions do start out as transfers. She stated that the majority of deaths are singular adverse event types and did not occur in combination with an admission or transfer. Ms. Agard concluded that in terms of care, challenges consist of patient selection, procedural complexity and risk, intra-procedural care and monitoring of patient, and discharge disposition and follow-up. Additionally, concerns with data include lack of OBS procedure denominator data, self-reported nature and suspected under-reporting of adverse events, limited ability to identify OBS practitioners and procedures in other data sources, such as Medicaid. Mr. Kraut thanked her and inquired if members had questions or comments. To see the complete report and comments from members, please see pages 67 through 100 of the attached transcript. Report of the Committee on Codes, Regulation and Legislation: Mr. Kraut introduced Dr. Gutierrez to give his Report of the Committee on Codes, Regulations and Legislation. For Emergency Adoption 13-08 Amendment of Subpart 7-2 of Title 10 NYCRR (Children’s Camps) Dr. Gutierrez Amendment of Subpart 7-2 of Title 10 NYCRR (Children’s Camps) and motioned to adopt this regulation. Dr. Berliner seconded the motion. The adoption carried. Please see pages 100 through 102 of the attached transcript. 10-15 Amendment of Section 400.18 of Title 10 NYCRR (Statewide Planning and Research Cooperative System (SPARCS)) 8 Dr. Gutierrez described 10-15 Amendment of Section 400.18 of Title 10 NYCRR (Statewide Planning and Research Cooperative System (SPARCS) and made a motion to adopt this regulation. Dr. Bhat seconded the motion. The motion carried. Please see pages 102 through 105 of the attached transcript. 12-20 Amendment of Part 425 of Title 10 NYCRR (Adult Day Health Care Programs and Managed Long Term Care) Dr. Gutierrez described 12-20 Amendment of Part 425 of Title 10 NYCRR (Adult Day Health Care Programs and Managed Long Term Care) and motioned to adopt this regulation. Dr. Berliner seconded the motion. The adoption carried. Please see pages 105 and 107 of the attached transcript. For Discussion 14-09 Amendment of Section 2.59 of Title 10 NYCRR (Prevention of Influenza Transmission by Healthcare and Residential Facility and Agency Personnel) Dr. Gutierrez informed members that the Department has received feedback from facilities that are subject to this regulation since it was implemented and determined that it would be helpful to refine certain provisions of the existing regulation and make it easier to comply. The proposed amendments include: adding definitions to keep terms such as “patient” or “resident” and influenza vaccine; modifying documentation requirements to bring requirements into alignment with those of other vaccines; allowing facilities to accept that the stations from contractors or professional schools that individuals have been vaccinated; and clarifying that the vaccinations apply to facilities where patients or residents are typically present at the facility and eliminating the mask requirement when covered personnel accompany patients in the community or when the personnel provides speech therapy or communicates with someone who lip reads. He noted that Susan Waltman of the Greater New York Hospital Association spoke in support of the amendments and discussed the resources that go into enforcement of these regulations. The proposed regulation is entering into the 45 day public comment period. Once finalized the permanent version will be presented for adoption. Dr. Emily Lutterloh from the Department Office of Public Health is available to answer any questions from Council members. Please see pages 107 to 109 of the attached transcript. 13-04 Addition of Part 300 to Title 10 NYCRR (Statewide Health Information Network for New York (SHIN-NY)) Dr. Gutierrez advised that disclosures of interest regarding this proposal were declared by Mr. Levin, Dr. Martin, and Mr. Kraut. He then stated that the proposed regulations would establish the structure of the State Health Information Network of New York, also known as SHIN-NY, to safeguard the security and confidentiality of patient health information. Specifically the proposal would: establish a fully transparent SHIN-NY governance structure; require certification process for entities that would be entrusted to facilitate the sharing of personal health information; solidify a statewide collaboration process and SHIN-NY’s policy standards; require providers regulated by the Department utilizing a certified electronic health record, or HER, to participate in the SHIN-NY and share patient information and clarify patient 9 rights and the consent model regarding their health information. Dr. Gutierrez stated that there were a number of questions for Steve Smith of the Department and discussion among committee members regarding aspects of the regulation particularly regarding patient consent. He noted that Susan Waltman spoke in support of the proposed regulations, particularly regarding accountability through defining roles and responsibilities. She also stressed that it is important for the SHIN-NY to support federal requirements for meaningful use and provide clarification on community consent. This proposal is entering into the 45 day public comment period. Once finalized, the permanent version will be presented for adoption. Steve Smith from the Office of Quality and Patient Safety has joined us over the phone to answer any questions from Council members. Please see pages 109 to 113 of the attached transcript. Dr. Gutierrez concluded his report. Mr. Kraut thanked him and moved to the next item on the agenda, the Project Review Recommendations and Establishment Action and introduced Mr. Booth to give the Report. PROJECT REVIEW RECOMMENDATIONS AND ESTABLISHMENT ACTIONS Report of the Committee on Establishment and Project Review Christopher Booth, Vice Chair, Establishment and Project Review Committee A. APPLICATIONS FOR CONSTRUCTION OF HEALTH CARE FACILITIES CATEGORY 1: Applications Recommended for Approval – No Issues or Recusals, Abstentions/Interests CON Applications Acute Care Services - Construction 1. Exhibit #4 Number Applicant/Facility E.P.R.C. Recommendation 132378 C Samaritan Hospital (Rensselaer County) Contingent Approval Mr. Booth introduced application 132378 and motioned for approval. Dr. Gutierrez seconded the motion. The motion to approve carried with Ms. Fine’s interest. Please see page 113 of the attached transcript. 2. 141159 C St. Mary’s Healthcare – Amsterdam Memorial Campus (Montgomery County) Contingent Approval Mr. Booth introduced application 141159 and motioned for approval. Dr. Gutierrez seconded the motion. The motion to approve carried with Drs. Martin and Rugge abstaining and Ms. Fine’s interest. Please see page 114 of the attached transcript. 10 Cardiac Services - Construction Exhibit #5 Number Applicant/Facility E.P.R.C. Recommendation 1. 132296 C University Hospital (Suffolk County) Contingent Approval 2. 132297 C John T. Mather Memorial Hospital of Port Jefferson New York Inc. (Suffolk County) Contingent Approval Mr. Booth introduced applications 132296 and 132297 and motioned for approval. Dr. Gutierrez seconded the motion. The motion to approve carried. Please see page 115 of the attached transcript. Residential Health Care Facilities Pediatric Ventilator Beds - Construction 1. Exhibit #6 Number Applicant/Facility E.P.R.C. Recommendation 132369 C Elizabeth Seton Pediatric Center (Westchester County) Contingent Approval Mr. Booth introduced application 132369 and motioned for approval. Dr. Berliner seconded the motion. The motion to approve carried. Please see pages 115 to 116 of the attached transcript. CATEGORY 2: Applications Recommended for Approval with the Following: PHHPC Member Recusals Without Dissent by HSA Without Dissent by Establishment and Project Review Committee CON Applications Residential Health Care Facilities Pediatric Ventilator Beds - Construction 1. Exhibit #7 Number Applicant/Facility E.P.R.C. Recommendation 132257 C Sunshine Children’s Home and Rehab Center (Westchester County) Ms. Carver-Cheney – Abstaining/Interest Contingent Approval Mr. Booth introduced application 132257 and motioned for approval. Dr. Gutierrez seconded the motion. The motion to approve carried with Ms. Carver-Cheney’s declaration of interest and her abstention. Please see page 116 of the attached transcript. 11 CATEGORY 3: Applications Recommended for Approval with the Following: No PHHPC Member Recusals Establishment and Project Review Committee Dissent, or Contrary Recommendations by HSA NO APPLICATIONS CATEGORY 4: Applications Recommended for Approval with the Following: PHHPC Member Recusals Establishment and Project Review Committee Dissent, or Contrary Recommendation by HSA NO APPLICATIONS CATEGORY 5: Applications Recommended for Disapproval by OHSM or Establishment and Project Review Committee - with or without Recusals NO APPLICATIONS CATEGORY 6: Applications for Individual Consideration/Discussion NO APPLICATIONS B. APPLICATIONS FOR ESTABLISHMENT AND CONSTRUCTION OF HEALTH CARE FACILITIES CATEGORY 1: Applications Recommended for Approval – No Issues or Recusals, Abstentions/Interests CON Applications Residential Health Care Facilities Pediatric Ventilator Beds - Construction 1. Exhibit #8 Number Applicant/Facility E.P.R.C. Recommendation 141137 B Blythedale Children’s Hospital (Westchester County) Contingent Approval Mr. Booth introduced application 141137 and motioned for approval. Dr. Gutierrez seconded the motion. The motion to approve carried. Please see pages 116 to 117 of the attached transcript. 12 Ambulatory Surgery Centers – Establish/Construct 1. Exhibit #9 Number Applicant/Facility E.P.R.C. Recommendation 132145 E The Rye ASC (Westchester County) Contingent Approval Mr. Booth introduced application 132145 and motioned for approval. Dr. Gutierrez seconded the motion. The motion to approve carried. Mr. Booth then made a second motion to establish an ad-hoc subcommittee to review the charity data relating to ASC facilities and develop recommendations regarding ways the charity care obligations of this facility may be satisfied. Dr. Gutierrez seconded the motion. The motion carried. Please see pages 117 to 121 of the attached transcript. Residential Health Care Facilities – Establish/Construct 1. Exhibit #10 Number Applicant/Facility E.P.R.C. Recommendation 141190 E HHH Acquisition, LLC d/b/a The Grove at Valhalla Rehabilitation and Healing Center (Westchester County) Contingent Approval Mr. Booth introduced application 141190 and motioned for approval. Dr. Gutierrez seconded the motion. The motion to approve carried. Please see page 121 of the attached transcript. Certificate of Amendment of the Certificate of Incorporation Exhibit #11 Applicant E.P.R.C. Recommendation Allegany/Western Steuben Rural Health Network, Inc. Approval Mr. Booth introduced a Certificate of Amendment of the Certificate of Incorporation of Allegheny Western Steuben Rural Health Network Inc. due to a name change and made a motion. Dr. Gutierrez seconded the motion. The motion to approve carried. Please see page 121 of the attached transcript. HOME HEALTH AGENCY LICENSURES Exhibit #12 Number Applicant/Facility E.P.R.C. Recommendation 2151 L 7 Day Home Care, Ltd. (Nassau and Queens Counties) Contingent Approval 2245 L Constellation Private Duty, LLC (Nassau, Suffolk, Westchester, Queens, New York and Bronx Counties) 13 Contingent Approval 1828 L Detty Home Care Service, LLC (New York, Nassau, Bronx, Richmond, Queens and Kings Counties) Contingent Approval 1574 L Good Help at Home, Inc. (Bronx, Westchester, New York, Dutchess, Rockland, Orange and Ulster Counties) Contingent Approval 2110 L High Standard Home Care, Inc. (New York, Kings, Queens, Bronx, and Richmond Counties) Contingent Approval 2124 L Joy & Angels Home Care Agency, Inc. (Nassau, Suffolk and Queens Counties) Contingent Approval 2458 L Westchester Family Care, Inc. (Westchester, Rockland, Putnam, and Dutchess Counties) Contingent Approval 2425 L Oceanview Manor Home for Adults, Inc. (Kings County) Contingent Approval 2310 L Sachem Adult Home and ALP, LLC d/b/a Sachem Licensed Home Care Service Agency (Nassau and Suffolk Counties) Contingent Approval 2311 L South Bay Adult Home and ALP, LLC d/b/a South Bay Licensed Home Care Services Agency (Nassau and Suffolk Counties) Contingent Approval 2385L InCare Home Health Care Group, LLC d/b/a InCare Home Health Care (Bronx, New York, Kings, Richmond, Queens, and Westchester Counties) Contingent Approval 14 2392L All Metro Aids, Inc. d/b/a All Metro Health Care (New York, Queens, Kings, Bronx and Richmond Counties) Contingent Approval 2393L All Metro Home Care Services of New York, Inc. d/b/a All Metro Health Care (See exhibit for counties) Contingent Approval Mr. Booth called applications 2151, 2245, 1828, 1574, 2110, 2124, 2458, 2425, 2310, 2311, 2385, 2392 and 2393 and motioned for approval. Dr. Berliner seconded the motion. The motion to approve the applications carried. Please see page 122 of the attached transcript. CATEGORY 2: Applications Recommended for Approval with the Following: PHHPC Member Recusals Without Dissent by HSA Without Dissent by Establishment and Project Review Committee CON Applications Acute Care Services – Establish/Construct Exhibit #13 Number Applicant/Facility E.P.R.C. Recommendation 1. 141168 E Cayuga Health System (Tompkins County) Mr. Booth - Interest Contingent Approval 2. 141283 E Lake Erie Regional Health System (Chautauqua County) Mr. Booth – Interest Contingent Approval Mr. Booth called applications 141168 and 141283 and motioned for approval. Dr. Gutierrez seconded the motion. The motion to approve the applications carried. Please see page 123 of the attached transcript. Diagnostic and Treatment Center – Establish/Construct 1. Exhibit #14 Number Applicant/Facility E.P.R.C. Recommendation 141090 B Schenectady Specialty Services, LLC (Schenectady County) Ms. Fine - Recusal Contingent Approval 15 Mr. Booth called applications 141090 and motioned for approval and noted for the record that Ms. Fine has a conflict is exited the meeting room. Dr. Gutierrez seconded the motion. The motion to approve carried with Ms. Fine recused. Please see page 123 of the attached transcript. Ms. Fine returned to the meeting room. Hospice - Establish/Construct 1. Exhibit #15 Number Applicant/Facility E.P.R.C. Recommendation 141172 E Hospicare & Palliative Care Services of Tompkins County, Inc. (Tompkins County) Mr. Booth - Interest Contingent Approval Residential Health Care Facilities – Establish/Construct Exhibit #16 Number Applicant/Facility E.P.R.C. Recommendation 1. 141128 E Comprehensive at Orleans, LLC d/b/a the Villages of Orleans Health and Rehabilitation Center (Orleans County) Ms. Booth - Interest Contingent Approval 2. 141140 E Cortland Acquisition LLC d/b/a Crown Center for Nursing and Rehabilitation (Cortland County) Mr. Booth - Interest Contingent Approval 3. 141212 E CCRN Operator, LLC d/b/a Focus Rehabilitation and Nursing Center at Otsego (Otsego County) Mr. Booth - Interest Contingent Approval Certified Home Health Agencies – Establish/Construct 1. Exhibit #17 Number Applicant/Facility E.P.R.C. Recommendation 141174 E Samaritan Home Health, Inc. (Jefferson County) Mr. Booth – Interest Contingent Approval Mr. Booth called applications 141172, 141128, 141140, 141212, and 141174 and motioned for approval. Dr. Gutierrez seconded the motion. The motion to approve the applications carried with Mr. Booth’s interest. Please see pages 124 to 126 of the attached transcript. 16 Certificate of Dissolution Exhibit #18 Applicant E.P.R.C. Recommendation The Pluta Cancer Center, Inc. Interest: Ms. Hines Approval Mr. Booth introduced a certificate of dissolution for the Pluta Cancer Center, Inc. and made a motion. Dr. Gutierrez seconded the motion. The motion to approve carried with Ms. Hine’s interest. Please see page 126 of the attached transcript. HOME HEALTH AGENCY LICENSURES Exhibit #19 Number Applicant/Facility E.P.R.C. Recommendation 2199L Cottrill’s Pharmacy, Inc. (Chautauqua, Erie, Niagara, Cattaraugus, Wyoming, Orleans, Allegany, Genesee and Monroe Counties) Mr. Booth – Interest Ms. Hines - Interest Contingent Approval 2102 L Lincolns Heart & Associates, Inc. (Monroe County) Mr. Booth – Interest Ms. Hines – Interest Contingent Approval 2021 L Valley Residential Services, Inc. d/b/a Valley Home Care (Herkimer County) Mr. Booth – Interest Contingent Approval Mr. Booth called applications 2199, 2102 and 2021 and motioned for approval. Dr. Gutierrez seconded the motion. The motion to approve the applications carried with Mr. Booth’s and Ms. Hine’s interests. Please see pages 126 to 127 of the attached transcript. CATEGORY 3: Applications Recommended for Approval with the Following: No PHHPC Member Recusals Establishment and Project Review Committee Dissent, or Contrary Recommendations by or HSA NO APPLICATIONS 17 CATEGORY 4: Applications Recommended for Approval with the Following: PHHPC Member Recusals Establishment an Project Review Committee Dissent, or Contrary Recommendation by HSA NO APPLICATIONS Applications Recommended for Disapproval by OHSM or Establishment and Project Review Committee - with or without Recusals CATEGORY 5: NO APPLICATIONS CATEGORY 6: Applications for Individual Consideration/Discussion CON Applications Dialysis Center – Establish/Construct 1. Exhibit #20 Number Applicant/Facility E.P.R.C. Recommendation 141164 B Glengariff Dialysis Center, LLC (Nassau County) Dr. Bhat – Recusal Contingent Approval Mr. Booth called application 141164 and noted for the record that Dr. Bhat is recusing and left the meeting room and motioned for approval. Dr. Gutierrez seconded the motion. The motion to approve the application carried with Dr. Bhat’s recusal. Please see pages 127 to 135 of the attached transcript. Dr. Bhat returned to the meeting room. 2. 141205 E Workmen’s Circle Dialysis Management, LLC d/b/a Workmen’s Circle Dialysis Center (Bronx County) Contingent Approval Mr. Booth called application 141205 and motioned for approval. Dr. Gutierrez seconded the motion. The motion to approve the application carried. Please see pages 137 to138 of the attached transcript. Mr. Booth concluded his report and Mr. Kraut thanked him. ADJOURNMENT: Mr. Kraut reminded members of the dates and location of the next meeting cycle. He then made a motion to adjourn. The motion was seconded and passed unanimously. 18 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 JEFF KRAUT: Page 1 I’ll start. OK. Good morning. I’m Jeff 2 Kraut. I’m the Vice Chair of the Public Health and Health 3 Planning Council. I have the privilege to call to order the 4 meeting of the Public Health and Health Planning Council for 5 August 7, 2014 and welcome our members. 6 Ms. Hines, I believe, is participating from Rochester and 7 Dr. Grant is participating from Buffalo. We have a number of 8 folks here today. The Executive Deputy Commissioner Kelly is 9 here, participants and observers from various locations, and I’d 10 like to thank Dr. Streck who is our honored guest at a portion 11 of today’s Council meeting. 12 As a reminder for our audience, there is a form that needs 13 to be filled out before you enter the meeting room which records 14 your attendance at meetings; it’s required by the Joint 15 Commission on Public Ethics in accordance with executive law 16 section 166. The form’s also posted on the Department of 17 Health’s website, www.nyhealth.gov, under Certificate of Need, 18 so in the future, you can fill out the form prior to the council 19 meetings. We appreciate your cooperating by fulfilling our 20 duties as proscribed by the law. 21 I just want to remind council members, the staff, and the 22 audience that this meeting is subject to the Open Meeting Law 23 and is broadcast over the internet. The webcast may be accessed 24 at the department of Health’s website, which is 25 http://nyhealth.gov, and the on-demand webcasts are available no www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 2 1 later than seven days after the meeting and they are up there 2 for a minimum of 30 days, and a copy is retained in the 3 Department for up to four months. 4 Just to remind everybody, a little ground rules to follow 5 to make this a successful meeting. Because there is synchronized 6 captioning, it’s important that people don’t talk over each 7 other; captioning cannot be done correctly, obviously, when two 8 people are speaking at the same time. That would never work in a 9 family gather in my house. The first time you speak, please 10 state your name and briefly identify yourself as a councilmember 11 or member of DOH staff; this will be assistance to the 12 broadcasting company who record the meeting. And also, most 13 importantly, please note that the microphones are hot. They mean 14 they pick up every sound. That means avoid rustling papers next 15 to the microphone and when you think you’re having a side 16 conversation with your hand covering the mic and the green light 17 is on, believe it or not, we have been able to hear those 18 conversations, so please make sure that green light is off if 19 you are having a side conversation and remove the mic as far 20 away from your mouth as possible. 21 Well, today it’s a pleasure to have with us Dr. Streck. 22 We’d like to acknowledge and thank him for his service to the 23 Council. Dr. Streck has served as Chair of the Public Health 24 Council and the Public Health and Health Planning Council for, 25 gosh, 20— well, he’s served as chair for 10 years and he’s been www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 3 1 a member of the Council and the predecessor councils for over 20 2 years, so that’s quite a body of work and I’ll talk a little 3 more about this. We obviously want to thank him for his 4 leadership and his dedication that he deserves so much and Dr. 5 Zucker and myself have signed a resolution of appreciation, 6 which cannot fully convey to us our thanks to him for all he’s 7 accomplished for the citizens of New York and on behalf of this 8 Council and on the councils that came before it. I have just a 9 few words and— but first I’d like to talk— turn it over to 10 Deputy Commissioner Kelly. 11 12 SUE KELLY: Thank you very much. Turn on the green light 13 here. And I am so pleased that Dr. Streck is here this morning 14 to join us for this recognition. I actually remember when Dr. 15 Streck was first appointed to the State Hospital Review on 16 Planning Council and then later in leadership of the Public 17 Health Council. I’d like to read this resolution of 18 appreciation. 19 “Whereas William F. Streck, MD, has served with distinction 20 on the New York State Public Health Council from February 3, 21 2004 to November 30, 2010 and the Public Health and Health 22 Planning Council from December 1, 2010 to June 18, 2014. And 23 whereas Dr. Streck, during his tenure, served as chair of the 24 Public Health Council and the Public Health and Health Planning 25 Council through the administrations of Commissioners of Health www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 4 1 Dr. Antonia Novello, Dr. Richard Danes, Dr. Nirav Shah, and Dr. 2 Howard Zucker. And whereas in serving in this capacity over the 3 past decade, he has made countless contributions to improving 4 New York State’s health care delivery system and to furthering 5 the improvement of public health for the citizens of New York 6 State. And whereas Dr. Streck was instrumental in implementing 7 the importance of the Public Health Council’s and Public Health 8 and Health Planning Council’s role in public health. And whereas 9 Dr. Streck has demonstrated his support of the Department of 10 Health’s initiatives and assisted in the implementation of these 11 initiatives such as: adopting the emergency regulation banning 12 synthetic marijuana; adopting regulations involving governing 13 telemedicine and implementing the Berger Commission 14 recommendations. And whereas the members of the Public Health 15 and Health Planning Council of the State of New York do hereby 16 express and acknowledge his unstinting selfless and valuable 17 service to the Council and now therefore be it resolved that 18 members of the Public Health and Health Planning Council convey 19 to Dr. Streck our esteem, admiration, and appreciation for his 20 instrumental role in enhancing the health and wellbeing of all 21 who reside in the State of New York. And be it further resolved 22 that members of the Public Health and Health Planning Council do 23 hereby extend their gratitude to William F. Streck for his 24 committed service to the Council and send him our best wishes 25 for many years of health and happiness.” www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 5 1 For the Public Health and Health Planning Council, this was 2 signed by Dr. Zucker and Jeff Kraut. Thank you so much. 3 [applause] 4 5 JEFF KRAUT: So, before I turn the mic over to Dr. Streck 6 to speak and say a few words, you know, there isn’t a member of 7 this Council, a member of the Department of the Health staff, or 8 anybody who has sat in the audience over the past 24 years that 9 can attest— that anybody, every one of us could attest to the 10 intelligence and leadership of Dr. Streck and the content of his 11 character. He’s thoughtful, he’s deliberative, he’s an 12 innovator, and he’s a critical thinker, and he has a deep moral 13 and social commitment to improving the health, to—you know, he 14 understands what we’ve been entrusted with, not only at this 15 Council, but at the Bassett Health System, which he’s lead this 16 many years—he understands what that obligation is and he tries 17 to fulfill it in each and every action and deliberation that 18 we’ve had. He focuses on quality and particularly, I think, his 19 focus on trying to enhance equitable access to care for all the 20 residents of New York State. He shaped health policy these 24 21 years; not only in this room, six of it of which, as you heard, 22 he served as chair. He was also chair of the HANYS board. He has 23 served on numerous commissions, boards—both local, statewide, 24 and national. And most importantly, during… throughout this 25 journey, he’s never forgot he was a doctor and he’s always www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 6 1 brought that skill and that experience here. Dr. Streck, your 2 legacy is healthy communities and in an extraordinary 3 contribution to the health care of the people of this state and 4 on behalf of all of the members of the Council who have served 5 with you, it has been our honor and privilege to do so and we 6 thank you so much. 7 8 9 WILLIAM STRECK: Thank you very much. Sue, Jeff, I would begin by saying that I am here today fully aware that something 10 like this might happen, but that’s not why I came. I came for 11 two reasons. I came because there was a sense of incompleteness 12 in having chaired the meeting and then not having an opportunity 13 to acknowledge the work of the group and my appreciation for 14 being a part of this enterprise for such a long time. I think 15 that the Public Health and Health Planning Council brings a 16 collection of skills and talent that often goes unappreciated, 17 both in terms of the breadth of the work and the depth of the 18 work that is performed. So, if you think of the fact that from 19 wastewater at water parks, to biochemistry of bath salts, to the 20 controversies of CON, to the policies of public health, and the 21 politics of our health system, a lot of that finds its 22 confluence in the discussions of this group. And when you 23 recognize, as well, that this group, like today when the full 24 Council meets, this simply is the end stage of a process that 25 has engaged countless hours of work on the part of the www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 7 1 Department of Health and members of the Public Health Council— 2 work that most do not recognize. So the countless hours that go 3 into the CON reviews, the work that John did in planning, the 4 work that Dr. Boufford does on the public health side, working 5 with Gus, the work that goes into our regulations—the 6 wastewater, other of these activities, all very important to our 7 communities—and it’s just an immense amount of time by people 8 who are very committed. So, the reason I came back today, 9 because once you are past tense, your pertinence is much 10 diminished, but one’s appreciation for the colleagues with whom 11 you’ve worked is not diminished and so I came back specifically 12 today to thank the members of the staff of the Department of 13 Health of this state, with whom I have been privileged to work 14 for so many years, and who performs so well in an understaffed 15 way here of late, but whose work is relentlessly continuing and 16 always first class when it’s brought to this meeting. And to 17 thank, as well, the members of the Public Health Council, who 18 put in the time in these other activities. I would say that when 19 all of this comes together as it does as the Public Health 20 Council meetings—we have never had a meeting that could be 21 described as “scintillating” and that is just a fact—but our 22 meetings have generally been ones in which the group has been 23 thoughtful, has sought to be fair by understanding the questions 24 that were brought before the group, and my position, which I 25 have greatly valued as the chair over this period of time at the www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 8 1 Public Health and Health Planning Council, I think those duties 2 have been discharged well by this group. So, I wish to bring 3 some closure to a great opportunity that’s been afforded me and 4 I wish to do so by thanking the staff, the members of the 5 Council, it is has been a great privilege to be your colleague, 6 to work in this important field, and I wish you well. Thank you. 7 [applause] And now I am done. 8 9 10 JEFF KRAUT: So, Dr. Streck, unlike the rest of us, we have never said this to you, but you can leave if you’d like. 11 12 WILLIAM STRECK: OK. Thank you. 13 14 JEFF KRAUT: Thank you so much for coming. [applause] I’m 15 gonna ask Ms. Kelly to introduce some of the new members of the 16 Council. 17 18 SUE KELLY: Yes. I am always having to remember to put 19 the green light on here. Anyway, good morning and I— two weeks 20 ago at the Council committee day, we welcomed our four new 21 members and I want to acknowledge and thank them again for 22 joining us, joining the Council. Let me introduce each 23 individual new member and they include Kathleen Carver Cheney, 24 Kim Fine, Thomas Holt, and Dr. Gary Kalkut. It’s good to have 25 you join this Council. www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 9 1 For those of you who don’t know the new members, shall I 2 share their backgrounds? Yes. Kathleen Carver Cheney’s unique 3 qualifications combine a clinical background as a nurse, with 4 health care legal experience as a partner for the Manhattan law 5 firm Novack, Burnbaum, and Crystal. As an attorney, Ms. Cheney 6 represents health care providers with a focus on long-term and 7 post-acute care. She is well-versed in managed long-term care 8 plans, regulatory compliance, Medicare and Medicaid 9 reimbursement, certificate of need, and end-of-life issues. 10 We also welcome Kim Fine, who is the Executive Vice 11 President and Chief Strategy Officer for Albany Medical Center. 12 Ms. Fine coordinates the development of the hospital’s strategic 13 plan for addressing patient care, education, and research 14 initiatives. She also advises Albany Med on policy matters, 15 communications activities, and manages medical center 16 philanthropic efforts, helping to raise more than $10 million 17 every year. 18 We welcome Tom Holt. Mr. Holt is the President and CEO of 19 Lutheran Social Services Group, a multi-service provider of care 20 and housing. The Group includes a skilled nursing facility, an 21 assisted living program, an adult day health care program, a 22 resident treatment facility, and a school for at-risk 23 adolescents, senior housing, and housing and care for people 24 with developmental disabilities. www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 Page 10 As our fourth new member, we welcome Dr. Gary Kalkut. Dr. 2 Kalkut is the Senior Vice President for Network Integration and 3 Associate Chief Clinical Officer at NYU/Langone Medical Center. 4 He is an attending physician in the Division of Infectious 5 Disease, also a professor of medicine and population health at 6 NYU’s School of Medicine. On behalf of Governor Cuomo and the 7 people of New York State, I want to welcome you all and thank 8 you for making this commitment and I’ll turn the agenda back 9 over to Jeff Kraut. 10 11 JEFF KRAUT: So, just to, for the record, Ms. Carver 12 Cheney is going to serve on the Codes Committee, Health Planning 13 Committee, and the Health Personnel and Inter-professional 14 Relations Committee; Ms. Fine will serve on the Codes Committee 15 and the Public Health Committee; Mr. Holt will serve on the 16 Codes Committee and the Health Personnel and Inter-professional 17 Relations Committee; and Dr. Kalkut will serve on Establish and 18 Project Review. We welcome you to the Council and we really look 19 forward to your expertise and engaging with the rest of us. You 20 heard Dr. Streck—it’s a wonderful journey and it’s a wonderful 21 opportunity to serve and we encourage you to get in the fray, as 22 it were. And as we welcome new members and we said goodbye to 23 Dr. Streck, we also have to say goodbye to two other members, 24 that’s Mr. Hurlbut and Mr. Fensterman. And, you know, it’s 25 always difficult to say goodbye, as you heard Dr. Streck say, www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 11 1 because one, we don’t know you are leaving sometimes, and but we 2 have two individuals here who were truly dedicated to the 3 mission of the Council and it was really an honor to serve with 4 them. Mr. Hurlbut served for seven years. He was appointed in 5 2005 to the predecessor council and subsequently to this 6 Council, and during his tenure he served on the Code, 7 Regulation, Legislation, Establishment, and the Committee on 8 Health Personnel and Inter-professional Relations. I would say 9 Mr. Hurlbut was one of those individuals who saw things from a 10 different perspective and many times just added a dimension to 11 our thinking that’s kind of reflective of what we’re trying to 12 accomplish—is make sure we look at an issue from different 13 dimensions. And he was vocal, he was passionate, and it was 14 really a pleasure to serve with him. I have to tell you, I was 15 educated by him because he brought up things I never would have 16 thought about and I deeply appreciated it. Mr. Fensterman also 17 has, he had served six years. He was appointed in 2008 to the 18 Council and then reappointed to the successor council. He served 19 at Public Health and Health Planning on the Establishment and 20 Project Review and the Committee on Health Personnel and Inter- 21 professional Relations and I would say his skills as an attorney 22 were apparent at every meeting. An individual who was no better 23 prepared than anybody. If everybody recalls seeing Mr. 24 Fensterman with a book—not only the exhibits with the 25 attachments, not only the exhibits and the attachments, but we www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 12 1 had little yellow tags coming out with questions. And although 2 his line of questioning was very surgical and very focused, he 3 did get and uncover many issues that, again, because of his 4 experience, because of his perspective, we would have not have 5 otherwise brought into this room to deliberate and in that 6 respect, his hard work, his dedication, his commitment, his 7 focus on trying to find the essence or the truth of an issue. 8 And at the same time to be very fair and equitable, I think, has 9 been one of the things that I remember. He was intense and I am 10 sure we all have our own adjectives, but I deeply appreciated 11 and also enjoyed so… We have resolutions of appreciation. I will 12 not read them, but we have signed them and we’re sending it to 13 him, so I just, again, let’s—even though if they are watching 14 today, thank you so much. [applause] So, I— excuse me? 15 16 [inaudible question] 17 18 19 Very funny. I’d like now to turn to Ms. Kelly to give the Department of Health report on activities. 20 21 SUE KELLY: Thank you, Mr. Kraut. And I am happy to be 22 here today speaking on behalf of Dr. Zucker who could not be 23 here today. Moving on to the Department of Health report, we’ve 24 had an eventful week in public health during the first week of 25 August and I will turn to Dr. Birkhead and his remarks to share www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 13 1 with you many observations from this first week of August. But I 2 will note that the unofficial start of the North Atlantic 3 hurricane season is August 1st. With the development of E-Finds, 4 the Evacuation of Facilities in Disaster System, which I 5 reported to the Council about last year, we have participating 6 New York State agencies that, in coordination with the caring 7 providers, will be able to track patients or residents if we 8 need to evacuate facilities. This system, along with the 9 continued work and refinement of state, local, and facility- 10 level coastal storm plans, puts us in a better position to 11 respond than ever before. But we can’t forget that communication 12 is very important. Drills—we’ve issued plans to… guidance to 13 providers about health care evacuations, but each facility must 14 really look within to the roles and responsibilities, as they 15 do, as well as to their plans in the event of emergencies. We 16 have some other developments within the Department that I want 17 to report to you. One is a report and update on the all-payer 18 database. For one, we’re making significant progress with our 19 APD, the all-payer database. The new data system that complies 20 information from insurers on all health care encounters— 21 inpatient, outpatient, pharmacy, long-term care. As you may 22 know, the APD grew out of legislation passed in the spring of 23 2011. Proposed regulations are in the preliminary comment 24 period. This is going to be a critical tool as we advance our 25 health care reforms here in New York. The database will serve as www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 14 1 the repository for health care data. The information will be 2 used to manage, evaluate, and analyze our state health care 3 system. It will serve as a key resource for measuring the 4 quality of care, gauging our state’s population health, and 5 determining and evaluating our finance policies. This data… 6 these data will enable us to compare health care services and 7 develop ways to improve our health care delivery system. We will 8 start this process, data collection process, in December by 9 collecting from plans participating on the New York State of 10 Health. Next February we’ll begin collecting these data from 11 Medicaid plans, and in the fourth quarter of 2015 we will start 12 gathering data from commercial plans. Come this September, we’ll 13 start soliciting bids for data management and analysis and we 14 plan to award a contract by the end of this year. The APD is a 15 major tool in our arsenal for the transformation of our health 16 care system and it will be a resource for all stakeholders in 17 the health care system—consumers, providers, payers, employers, 18 and state policymakers. We’re thrilled to see it moving forward 19 and we’ll keep you apprised of developments. Next I want to 20 briefly update you on the State Health Information Network of 21 New York—SHINNY. The SHINNY connects electronic health records 22 across the state from private practices, hospitals, nursing 23 homes, clinics, and laboratories. We’ve drafted the rules for 24 SHINNY and after executive clearance, we will formally propose 25 them and there will be a 45-day public comment period. We expect www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 15 1 this will happen soon. Through the regional health information 2 organizations, the SHIN-NY is going to link patient information 3 across providers, across the state, making it easier for 4 patients to receive care in different practices at different 5 kinds of facilities and in different locations. The SHINNY will 6 provide complete, accurate, and private access to the 7 information carefully gathered by each primary care 8 practitioner, specialist-end providers during patient visits. We 9 know there will be challenges as we go forward, but we are 10 confident that the statewide network lays out the framework for 11 what promises to be a thriving public utility that will benefit 12 all New Yorkers. Next, for those of you who follow the SPARCS 13 system (I look at Mr. Levin as one), we’re also making some 14 changes to our SPARCS regulations, the statewide planning and 15 research cooperative system. These revisions will do five 16 things: they will delete obsolete language (thank you very 17 much); realign the regulation to reflect current practices; add 18 new provision, including those for the mandated outpatient 19 services data collection; improve access to data; and add 20 provisions that ensure the data are complete and accurate. These 21 objectives continue to support the statewide initiatives to 22 promote transparency and greater access to data. We can also see 23 tangible benefits resulting from these efforts in the Governor’s 24 Open Data Portal, as well as the new health data site, Health 25 Data New York. We also have promising news in the world on long- www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 16 1 term care. I wanted to report on the Balancing Incentive 2 Program. New York has just announced the recipients of the 3 Balancing Incentive Program, or BIP innovation fund grant 4 awards. These organizations will share more than [$]47 million 5 in funding. The money will be used to enhance community-based 6 long-term care service and support for Medicaid beneficiaries. 7 The BIP funds come from the Centers for Medicare and Medicaid 8 Services as part of the Affordable Care Act. BIP was created by 9 Congress to make structural changes to the nation’s long-term 10 care delivery system. It was designed to inspire service 11 providers to think outside the box as they come up with ideas 12 for changing that system. And that’s exactly what we have from 13 the 75 applicants who sought BIP funding. Examples of projects 14 include a self-management program for people with diabetes so 15 that they can avoid hospitalization and reduce ER use; a skill- 16 development program for individuals with disabilities who face 17 barriers to long-term care services and supports; peer mentoring 18 programs to facilitate greater independence within the 19 community. The goal of BIP is simple—we want to provide 20 solutions that increase our spending on community-based long- 21 term care services and support people while reducing 22 expenditures on institutional care. Ultimately, we want people 23 to live in their communities for as long as possible. We have 24 initiatives in promotion stem cell research; helping people live 25 longer and healthier lives is a major goal of our stem cell www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 17 1 program here in New York and the New York State Stem Cell 2 Science Program (affectionately known as NYSTEM) has recently 3 announced several different types of funding to promote stem 4 cell research. More than $10 million of these funds will be used 5 to provide opportunity for biology teachers in middle schools 6 and high schools; the teachers will spend six to eight weeks 7 doing research in a stem cell laboratory and then take the 8 experiences back to their students in lesson plans and hands-on 9 activities. The idea is to stimulate the students’ interest in 10 stem cell research so that we have more scientists in the future 11 in New York. NYSTEM works with scientists who have already made 12 that commitment. That’s why it has allocated [$]7.5 million in 13 its institutional training program, which supports the training 14 and career development of aspiring stem cell scientists. The 15 money will go to organizations to support pre-doctoral and 16 postdoctoral fellows. NYSTEM also has [$]4 million in funds for 17 the informal stem cell education program through museums and 18 science centers program. The goal is to teach visitors to 19 science museums and science centers about the fundamentals of 20 stem cell science and research. Of course, it’s essential to 21 have people who convey this complex information and another [$]4 22 million in funding is being allotted to a program for 23 journalists and journalism students to help journalists better 24 understand and communicate stem cell biology and regenerative 25 medicine. These investments demonstrate our conviction that stem www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 18 1 cells hold the key to understanding and treating some of the 2 most devastating diseases of our day, including type 1 diabetes, 3 lupus, and Parkinson’s Disease. I just want to mention briefly, 4 DOH received good news this summer from the Association for the 5 Accreditation of Human Research Protection programs. I have been 6 involved in this initiative, actually since 2011. We decided to 7 seek outside accreditation for our IRB and after much work and 8 monitoring visits, earlier this summer the association, the 9 national association accredited our institutional review board 10 for safeguarding human subjects of research. To earn 11 accreditation, organizations must demonstrate that they have 12 built extensive safeguards into every level of their research 13 operations and adhere to high standards of research. And the New 14 York State Department of Health has joined one other state in 15 the nation, as well as the National Institute of Health, and 16 many high-level research institutions—actually globally—in being 17 accredited. So, now we’ll move on to other reports. I believe 18 that the first reporter, thankfully, will be Dr. Gus Birkhead. 19 20 21 JEFF KRAUT: Dr. Birkhead, just before we move on, just any questions? Yes. Ms. Rautenberg. 22 23 ELLEN RAUTENBERG: Sue, you used the word “public utility” 24 in describing the SHINNY. Is that public utility with a big “p,” 25 big “a” [sic]? Is that a legal definition of public utility? www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 19 1 2 SUE KELLY: No, it’s not. It’s not. I would say it’s 3 more of a lay-persons’ statement about it being a public 4 resource so it’s small “p.” 5 6 ELLEN RAUTENBERG: OK, just curious. 7 8 9 SUE KELLY: Available for providers, payers, patients— I can say, I had the opportunity to sign on to a new physician in 10 the past week at Albany Medical Center, I am on the faculty 11 there. And I received my— I had to sign a number of forms to 12 consent to the data being uploaded into the system that the 13 local regional health information organization monitors and 14 manages and I received— I gave my personal email address and I 15 received my notification, my first notification, of being on a 16 patient— having access to a patient portal. And it means… it 17 means so much to me as an individual, but I am also the manager 18 of care for my aunt, who I discovered having a stroke in 2010 19 and I care for her and the thought that I will be able to assure 20 that my primary care practitioners and referral specialists will 21 have this information. I guard my privacy, but the fact that I 22 can also monitor through the patient portal this information 23 means a lot. So I think it’s a public resource, if I were to 24 rephrase. I wasn’t— I am not a lawyer, so I am not making a www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 20 1 legal statement, but I do think it’s a public resource and a 2 public good. 3 4 ELLEN RAUTENBERG: Thank you. 5 6 SUE KELLY: Thanks. JEFF KRAUT: Any other questions? Before we turn to Dr. 7 8 9 Birkhead, there were two ministerial functions I have to do. One 10 of them is you have an exhibit one, our meeting schedule for 11 2015. These are the meeting dates that we’re going to meet. 12 There should be a copy also at your table. I need a motion to 13 accept the meeting schedule. There will be three in New York, 14 three in Albany. 15 16 [So moved.] 17 18 19 Second. And any— we, there’s really no discussion, these are the meeting schedules. All those in favor, aye. 20 21 [Aye.] 22 23 24 Nobody opposed. Nay. OK. We’ll move on. Yes, Dr. Martin. Is this not convenient? 25 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 2 GLENN MARTIN: Page 21 No, no, just a question about the meeting. It is germane, I believe. 3 4 JEFF KRAUT: OK. Yes sir. GLENN MARTIN: So I gaze off on the side and I see two of 5 6 7 our esteemed council members calling in remotely and I am just 8 wondering is that a precedent going forward that we may actually 9 allow people to be more disbursed rather than training as a 10 general rule or— I am just curious how we are doing that if we 11 know going forward. 12 13 JEFF KRAUT: I have always personally felt that, you 14 know, the challenge of getting a quorum. You know, we should 15 avail ourselves of contemporary technology to constitute that 16 quorum, as long as it’s—I am going to go to Mr. Dering in a 17 second about doing that. There are some prohibitions at times if 18 it comes to voting. The issue has always been that we don’t want 19 to make it so convenient that we don’t come together 20 collectively, but on the other hand, if it’s not an abused 21 privilege, I am all for it because I think it does accommodate 22 individuals who either because of weather or because of their 23 schedules or they are incapacitated make it difficult to travel 24 to the site. This is certainly the case in the winter months. 25 We’ve experienced it, so I am all for it and I’ll turn it over www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 22 1 to Mr. Dering to tell me if there is any legal prohibitions on 2 what we are doing. 3 4 JIM DEERING: Sure. So, the Open Meetings Law and an 5 advisory opinion from the Committee on Open Government allow it 6 so long as certain conditions are met, which would be handled 7 through Colleen’s office, so it is something that is legally 8 allowable. 9 10 JEFF KRAUT: So, yes. So we don’t have, interestingly 11 enough, we don’t have the New York City site live, but could I 12 ask you a question? If there are times when councilmembers can’t 13 make it to Albany… 14 15 [We could open that up. That is a webcam. ] 16 17 JEFF KRAUT: That’s a webcam. 18 19 [WE DO NOT HAVE THE EQUIPMENT FOR ME TO GET TO NEW YORK CITY.] 20 21 JEFF KRAUT: OK, so if you needed, we could do it through 22 a webcam and, you know, we’ll go to Best Buy afterwards, we can 23 buy it, I’ll give it to you, aright. So that’s it. Look, the 24 reality is you use it occasionally, fine, but if it becomes a 25 constant, I think, we tap you on the shoulder and say “please www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 23 1 don’t do that.” You know, you are abusing the privilege. So, if 2 that’s OK, we’re gonna accept the schedule. OK. Second, I am 3 going to ask for an approval of the minutes of the June 12, 4 2014, the meeting minutes, which is listed as exhibit 2 in your 5 book. Have a motion, a second. All those in favor, aye. 6 7 8 9 [Aye] Opposed? Abstention? The motion carries. Now I would like to turn it over to Dr. Birkhead. 10 11 GUS BIRKHEAD: Thanks very much, Mr. Chairman, and as Sue 12 said, it has been an interesting couple of weeks on the Ebola 13 front and I thought I would just summarize, since it’s been so 14 heavily in the news, some of our activities. This, of course, is 15 a fall out from the largest Ebola outbreak in history, known 16 history, occurring in Africa now. It’s an unusual outbreak in 17 that it’s occurring in West Africa; the previous ones have been 18 in East Africa. It’s now over, well over 1,000 cases and a case 19 fatality rate exceeding 70%, so Ebola is definitely a very 20 severe illness and under certain conditions in both health care 21 settings and also community settings, can spread fairly readily, 22 but through a direct-contact route—it’s not an airborne virus. 23 But it highlights, really, the modern world that we live in 24 where any disease, anywhere in the world, could be here in the 25 United States in 24 hours via plane ride. And so actually the www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 24 1 activity in the last week was not something new for us. We have 2 been dealing with this phenomenon for a number of years, 3 actually for most of my time at the Health Department. There 4 actually have been previous Ebola outbreaks in Africa, and we 5 actually had suspect patients come to New York during those 6 previous outbreaks. I think we really got going, however, in a 7 formal sense in terms of protocols for these kinds of events 8 during the SARS outbreak, where we had, I think, over 60 suspect 9 cases of SARS come into the state and had to be handled either 10 in hospitals or at home, home isolation and quarantine types of 11 activities. We actually didn’t have a confirmed case of SARS, 12 but we in the aftermath of 9/11 were already gearing up all 13 kinds of activities, and the anthrax attacks, were gearing up 14 lots of different activities, and so SARS was a good training 15 ground, if you will. The H1N1 pandemic in 2009 raised a number 16 of these issues, at least early on, with travel, and the 17 continuing avian flu issues are something that we also keep 18 track of and occasionally have a suspect patient come into the 19 state. And then, more… most recently I have reported to the 20 Council on the Middle Eastern Respiratory System (MERS), which 21 is occurring in the Arabian Peninsula, and which we have had a 22 couple of cases come into the United States… not into New York, 23 but we have suspect cases, so the system of identifying ill 24 persons on aircraft or actually screening at the departure 25 location and then dealing with them when they get here or people www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 25 1 who become ill shortly after returning from international travel 2 and present their physician’s office or an emergency room, it’s 3 really a daily occurrence. A lot of people travel, they travel 4 to lots of different parts of the world, and a small proportion 5 of them, just as a matter of course may become ill or may become 6 ill on their return. So, the events with Ebola in the past week 7 really just activated our routine systems of around these kinds 8 of events. We have good communication with our hospitals, with 9 our emergency departments. We very quickly transmitted CDC 10 guidance and we do rely on CDC with diseases like Ebola and MERS 11 to really define what the epidemiology is, what the risk is, 12 what the clinical considerations are. So, very quickly 13 distribute that, but also follow up with phone calls. We had a 14 call with all the hospitals in New York City and I have a call 15 tomorrow with the hospitals in the rest of the state. We have 16 had calls with EMS providers; we have an issue now with 17 laboratory workers and how to protect laboratory workers dealing 18 with blood samples from these patients. So, each of these 19 episodes presents some new challenges, like the lab issue I just 20 mentioned that we have to sort of work though in a little more 21 detail and so we are on regular calls with CDC and other 22 national organizations to do that and come up with the best 23 guidance that we can. The most recent case at Mount Sinai, which 24 was ruled out, I think sort of exemplifies how the system works. 25 My understanding is that patient was identified and put in www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 26 1 isolation within seven minutes of arrival in the emergency 2 department, so very high index of suspicion. I think he probably 3 presented where he had been traveling and it was recognized 4 immediately that this presented a potential risk and so the 5 isolation occurred very, very quickly. And fortunately, I think, 6 it ruled out the Ebola in that case; the testing right now is 7 all done at CDC. I think we’re very quickly, because of the 8 large size of the outbreak in Africa and the likelihood of more 9 travelers coming in, CDC has gotten an emergency authorization 10 from FDA to offer the test kits for Ebola to state health 11 department labs, so I think in the next month or two we’ll be 12 able to do our testing locally. That’s the hope, anyway. So 13 that… again, the events sort of drive the policy, if you will. 14 CDC had sort of kept this testing in their own lab, but I think 15 it’s something that we could also do here equally well. So, 16 that’s, I think, really the report. You know, Ebola is a severe 17 disease, but we think it can be handled with appropriate 18 precautions in health care settings. The keys are early 19 identification of a potential risk and then implementation of 20 protocols and then good communication throughout the public 21 health system until we determine whether the patient actually 22 is… meets the criteria for a high risk for disease and getting 23 testing done to follow up. If we do have a positive case, we 24 will probably identify… we will identify close contacts—family 25 members, others—and we’ll monitor those individuals for a period www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 27 1 of two to three weeks for daily fever and other things so that 2 if a secondary case should occur, that person can be isolated 3 quickly and not further transmit. So, at this point, there’s no 4 treatment, although I understand that the two patients in 5 Atlanta are being treated with experimental treatments, so at 6 some point in the future there may be treatment, but at this 7 point, care is completely supportive in terms of fluid and 8 electrolytes support, oxygen and blood pressure support, and 9 treating complicating infections, and that’s really the steps 10 that are taken to treat these patients. So, again, an 11 interesting episode, I am sure. It’s highly likely we will have 12 more such cases as the Mount Sinai case. I hope we don’t end up 13 having a case, but I think we can’t rule out that that’s 14 possible and that’s why we’re taking these steps. So I would be 15 happy to answer any questions if people have them. 16 17 JEFF KRAUT: Any questions for Dr. Birkhead? I would just 18 say that, you know, I commend the Department. I know the 19 communication—I am in kind of a loop on some of these emails— 20 it’s tremendous. So we’re educating. I mean, as we go into flu 21 season, we’re all, you know, we’re all concerned. There’s the 22 heightened awareness and everybody is going to run in if we have 23 a bad flu season and what that’s going to do. I have a question. 24 The test kit. How long does the, you know, there was commentary www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 28 1 that it took a long time to determine the patient at Sinai if it 2 was positive. Is it a rapid test or is it a…? 3 4 GUS BIRKHEAD: I think the test kit that they will send out 5 is a standard PCR, polymerase chain reaction test, which I don’t 6 think there really was a delay in CDC testing. 7 It takes about 24 hours. 8 9 JEFF KRAUT: OK. GUS BIRKHEAD: You need to run controls, positive and 10 11 12 negative. Sometimes you repeat the run to be sure if there is a 13 question about the answer. So it’s a standard methodology, I 14 think. 15 16 JEFF KRAUT: OK. And just maybe at a subsequent meeting 17 when you give a report, if you can give— I think people don’t 18 appreciate the value in the resource we have in the Wadsworth 19 Laboratory and the history that it’s participated in protecting 20 public health in New York and I know we are coming on a—I think 21 it’s a big anniversary. 22 23 GUS BIRKHEAD: This fall we are going to have a celebration 24 of the 100th anniversary of the Wadsworth Lab and I think we can 25 probably invite the members of the Public Health and Health www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 29 1 Planning Council to attend. We’re planning to have a celebration 2 with a prominent national speaker coming. 3 4 JEFF KRAUT: That would be great. It may be coincidental 5 or immediately after that, if you would spend a few, a brief 6 presentation, just a couple of slides and make everybody 7 appreciate, I think the laboratory and what we have here and its 8 legacy, and just make more people, you know, people in the 9 audience, people who watch this, I think it would be very 10 helpful and instructive. Cause we don’t— it’s like the hidden 11 science, we never talk about that part of our health care 12 center. 13 14 GUS BIRKHEAD: Gladly. I would be glad to do that. JEFF KRAUT: Thanks. OK. I am now going to go— well, I 15 16 17 guess if you look at your emails and the only other word that 18 exceeds Ebola in my recent emails is the word “DSRIP.” I’d like 19 now to turn to Mr. Helgerson who is going to present the Office 20 of Health Insurance and Programs activities. 21 22 JASON HELGERSON: Great. Thank you. It’s certainly a 23 pleasure to be here today and for the focus of my presentation 24 is to talk about where we are with our 1115 waiver amendment 25 that Governor Cuomo successfully negotiated with our federal www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 30 1 colleagues and the major component of that, which is the 2 delivery system reform incentive payment program, which is a 3 $6.9 billion enterprise over the next five years to really 4 transform how health care is delivered for the Medicaid 5 population. And so, I am going to try to talk about something 6 that is very large and quite complex in a very short period of 7 time, cause I know you have a very long agenda, but the 8 information I am going to provide today is also available on the 9 website; in fact, there’s a couple of white board presentations, 10 which are short videos that also will go into each of the sort 11 of topics that I’ll be discussing today in a little bit greater 12 detail. They are about five minutes, so I will spend maybe a 13 little bit less than five minutes on each of these two slides. I 14 am not sure whether it’s… This doesn’t seem to be. You can just 15 advance it. 16 OK. Alright, in terms of DSRIP, sort of five things, sort 17 of five key themes to sort of keep in mind in terms of what this 18 program is all about. First and foremost, my favorite word these 19 days has been “collaboration.” What we’re trying to create are 20 performing providers systems—in essence, integrated delivery 21 systems of providers from across the entire spectrum of care for 22 the Medicaid population coming together and to operate really as 23 a single system, a single team, to better meet the needs of the 24 Medicaid population. It’s very essential component, we have 25 been, since April when we got final approval, been really www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 31 1 driving hard across the state to bring providers together in new 2 and unique ways. And in cases, in some cases you are bringing 3 people together who historically have been tough competitors 4 with one another in the marketplace, trying to get them to work 5 together and put together comprehensive, innovative proposals. 6 And what I can say is that we have seen a lot of really good 7 collaborative thinking going on across the state. 8 9 I want to point out in particular in the Rochester community, the Finger Lakes, they have really coalesced around a 10 single performing provider system where you had two large 11 hospital systems that really competed against each other for 12 many, many years coming together in agreement to pursue this 13 initiative as a single entity and we think that those single 14 entities bring a lot of advantages to the program in terms of an 15 ability to make the lives of downstream providers who need to 16 clinically integrate with, in this case, one system—as opposed 17 to clinically integrate with more than one system—it makes their 18 lives a lot easier, so there really is a lot of advantages there 19 and we have been certainly encouraging broader coalitions to 20 come together. We won’t achieve that in every community, but we 21 are certainly trying to keep the number of performing provider 22 systems to a manageable level. 23 Next is obviously this initiative is new investments into 24 the health care delivery system and everyone wants to know how 25 the money is, what drives the money in the program and there’s www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 32 1 really three things that do this and we’re pushing each of the 2 performing provider systems to understand this. First is the 3 level of transformation. There’s a list of 44 projects, you can 4 select up to 10 or in certain circumstances now 11 projects. The 5 various projects have different levels of value attached to 6 them. The ones that are more difficult, but are at the same time 7 more transformative are the ones that have the higher dollar 8 value. So it’s important for folks to not bite off more than 9 they can chew, but the more aggressive you are in terms of 10 transformation, the more money you receive. Also, it’s the 11 number of Medicaid members you serve, it’s a key factor in all 12 of this. You really want to make sure that in each PPS that the 13 providers who also serve the Medicaid population are part and 14 parcel of that performing provider system. And it’s important to 15 also note that what will drive attribution, as we call it, to 16 any performing provider system, is primarily going to be the 17 primary care providers in the community. So those are really 18 essential partners, while most of the performing provider 19 systems that are emerging in this process are led by hospitals, 20 it’s essential that those hospitals have those primary care 21 partners and that they are front and center because they will 22 drive a lot of the money in this initiative. 23 And then lastly is application quality. This is going to 24 be, and we’re working on it right now, the draft applications 25 will go out for public comment. This is going to be a very www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 33 1 different application that what individuals may have seen in 2 other programs—whether that was HEAL or other types of waiver 3 programs. It is going to be a very detailed application, it’s 4 going to require a tremendous amount of thought and effort and 5 it’s important that each performing provider system does what it 6 takes to submit a good quality application because the 7 application score is going to be a major driver of funds in this 8 program, as well. So it’s really important to get that 9 application right. So, in addition to the money, it’s important 10 in how we sort of set what we call “initial value” for each of 11 the projects that we fund. It’s important to note that every 12 single payment through this initiative is linked to a specific 13 milestone or a specific performance metric. This is all about 14 performance. If you do not perform, you will not be paid, it is 15 that simple. There is no payments for effort. There’s no 16 payments and reimbursements for cost. This is all performance- 17 based payments and in fact what makes these payments in this 18 waiver allowable under federal law is that they are specifically 19 performance-based payments and it’s important for folks to go in 20 with their eyes wide open that whatever you commit to in your 21 application, you are committing to and you have to deliver on 22 those commitments. 23 Next is statewide performance matters. I think for this 24 body this is an important concept to understand is that in the 25 past, you know, the individual performance of a grant recipient www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 34 1 through the HEAL program, whether they succeeded or failed, you 2 know, was in their reform efforts really it was that individual 3 community or that group of providers that was the ones who 4 either saw the benefit or experienced the failure. In the case 5 of DSRIP, and we’re the first state to have this requirement, is 6 that we’re required to roll up the performance metrics across 7 all the performing provider systems in the state and present to 8 the federal government each year a report card that shows how we 9 as a state overall are succeeding or failing and if we are not 10 successful as a state, and in our overall performance 11 improvement, we will have to reduce payments to all of the 12 performing provider systems. And what that means is that what 13 happens in the Bronx matters in Binghamton and vice versa and 14 we’re going to have to find ways to share learning, share best 15 practices, across the state. And it really does put us in a 16 different situation. It’s not a competition between these 17 performing provider systems, it should really be a collaborative 18 effort to improve outcomes for the Medicaid population. So we 19 are definitely trying to create that sense of collaboration both 20 within the PPSs and between the PPSs. And then lastly, and this 21 gets to the next slide, this is not about five years’ worth of 22 funding, go off and do some good things and achieve some 23 improved outcomes and hopefully make some smart investments. 24 This is about permanent restructuring of the health care 25 delivery system for the Medicaid population. And it’s important www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 35 1 and that’s why this slide is important for folks to understand, 2 is how DSRIP will—and I always see it as the seed capital for 3 the new delivery system for this population—and what we’re in 4 essence trying to build here as this schematic shows, is an 5 environment in which the managed care organizations that we 6 partner with today who will receive capitation payments from the 7 state and are responsible for maintaining an adequate network, 8 but we see the vast majority of the services provided to the 9 Medicaid population will be provided through these performing 10 provider systems that were are creating, we see them as a 11 permanent feature of the Medicaid program—almost akin, I would 12 say, to a new provider type—we see these performing provider 13 systems actually being active participants in payment reform and 14 so our ultimate vision, and this is sort of five years into the 15 future, is for these managed care organizations to provide 16 bundled payments, or sub-capitation-like payments to these 17 performing provider systems and then those performing provider 18 systems then have the ability to design health care delivery 19 solutions that meet the needs of the population that they serve. 20 So the idea here is to break out of fee-for-service once and for 21 all and actually have—in fact, our goal in the waiver documents 22 is that 90 percent of all Medicaid payments, that’s 90 percent 23 of $55 billion in our health care delivery system—will be going 24 through these non-fee-for-service, and be going through a value- 25 based payment systems to the provider community. So this is not www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 36 1 a small change; it is going to take a while. I mean, this is a— 2 we have a delivery system in our state that was built on fee- 3 for-service; people built business models around that, the 4 incentives that are created within that system, and to go from 5 where we are today to that new state is not a small undertaking. 6 But we are, I think, fortunate, and Dan, my colleague, will talk 7 a little bit more, is that not only do we have the waiver funds 8 available, that $7 billion to invest to help seed this new 9 system, we also are bringing to the table sort of unheard of in 10 the past regulatory relief. An opportunity to waive regulations 11 for providers who are coming together as part of these PPSs, as 12 well as $1.2 billion in capital funding, the state investing in 13 long-term debt that we’re putting forward to help make sure that 14 this overall effort is successful. So, that’s sort of DSRIP in a 15 nutshell. There’s obviously a lot more detail to this. And 16 encourage all of you to continue to follow us on the web and 17 happy to come back at future meetings to give you updates of 18 where we are in the process timeline-wise is that yesterday we 19 announced grants awards, planning grants, out there to 42 20 different planning grants were announced. Those are we call 21 “emerging PPSs” that are really coming down and advanced in 22 their efforts. They still have a tremendous amount of work to 23 do. The full applications are due to the Department on December 24 16th and our goal here is to have the program formally launched 25 the beginning of what we call “demonstration year one,” which www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 37 1 will begin April 1, 2015. So there is a lot of effort, both at 2 the health Department, as well as out there in the provider 3 community in terms of getting ourselves ready for the beginning 4 of the demonstration. So with that I am happy to answer any 5 questions. 6 7 8 JEFF KRAUT: Thank you. Are there questions for Mr. Helgerson? Mr. Fassler. 9 10 MICHAEL FASSLER: Yeah, just a question on attribution. 11 If someone is in a nursing home part of the year and the 12 community the rest of the year, how does the attribution model 13 work? 14 15 JASON HELGERSON: So, in the case of the nursing home 16 population, if they are in long-term nursing home, so if they 17 are in a nursing home long term, meaning that’s their permanent 18 (for lack of a better word) placement, then that will be what 19 really drives attribution. Now, in a case of someone who is in 20 short-term, like short-term rehab or something like that, that 21 utilization will not drive it; rather, other services—and it 22 depends on what the population is, if they are developmentally 23 disabled or they have significant and persistent mental illness, 24 but depending on which of the buckets that they fall into from a www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 38 1 diagnosis standpoint will dictate which of the other services 2 will determine attribution. 3 4 5 JEFF KRAUT: Any other questions? Dr. Rugge. I’ll get to Dr. Bhat next. 6 7 JOHN RUGGE: Thank you for the presentation and the $8 8 billion. 9 of care for the Medicaid population. This, as you say, represents substantial restructuring It would be very difficult 10 for providers to treat the Medicaid population different than 11 others, and I would think over the next coming year significant 12 cross agency coordination from financial services regarding 13 commercial payers, and also thinking about the connection to 14 Medicare ACOs and as providers there’s a confluence of activity 15 and yet these are all kind of distinct. 16 17 JASON HELGERSON: Very good point, and you’re right. In 18 many cases providers will, and I think one of the benefits here 19 is potentially that some of the benefits from this level of 20 collaboration can extend beyond the Medicaid population and into 21 other populations as well. 22 being done in a vacuum. 23 The Medicare ACOs is a good example and we certainly are hoping 24 to build off of some of that infrastructure that’s been built 25 through things like the Medicare ACO, and I know that several of www.totalwebcasting.com But I do think that this is not There are other initiatives going on. 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 39 1 the PPS’s are also Medicare ACOs and they’re going to use that 2 infrastructure directly, and we’ve certainly been encouraging 3 that, but I do think that this entire approach to healthcare 4 delivery, this idea about integrated delivery and encouraging 5 providers to work together does lead to a broader discussion 6 that I think will probably be appropriate for this council at 7 some point, which is, in an environment where payments are made 8 based on value in an environment where we’re actively 9 encouraging collaboration, an environment where perhaps we 10 consider what constitutes good competition in healthcare maybe a 11 little differently than we had in the past. 12 maybe a need to think about how we regulate the healthcare 13 delivery system. 14 talk about this – the regulatory relief that comes along with 15 this and so each performing providers systems is gonna 16 experiment with this and it’s a demonstration so we’re gonna 17 learn some things from that regulatory relief. 18 it’s gonna lead to hopefully better outcomes. 19 not so much. 20 be used to inform policy making. 21 this initiative we should constantly have an eye to, you know, 22 what it’s broader potential impacts are and how we might want to 23 adjust our policies to deal with those broader impacts. I think suggests You know, we’re going to have – and Dan will In some cases Other cases maybe But I think whatever those lessons are should then I think that as we evaluate 24 25 JEFF KRAUT: www.totalwebcasting.com Dr. Bhat. 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 40 1 2 DR. BHAT: Thank you. You mentioned a couple of 3 times saying if there are non-performers they don’t get paid. 4 As a (whole) in the state, you’re not going to achieve that 25 5 percent reduction. 6 to only the performers equally divided? What happens to that money? Or does it go Or we lose the money? 7 8 9 JASON HELGERSON: So, good question. So, the answer is if we don’t perform as a state, we will see reductions in the total 10 value of this initiative and that’s why it’s so important that 11 we take steps particularly here in year zero to ensure that we 12 set the table for success. That’s why we are very actively 13 involved in helping to build these preforming provider systems 14 so that they are successful, because we have a lot riding on 15 this, and we have safety net providers in the State – I think 16 everyone around the table knows who are very financially 17 fragile, and their only path to sustainability is really the 18 waiver of funds. 19 funds. 20 that is that each of these PPSs is choosing multiple projects. 21 Within each project there are multiple measures, and so it’s 22 possible, in fact likely, that you will have PPSs that will not 23 hit every single one of their metrics, and therefore their 24 payments will be reduced, but it won’t mean that they will lose 25 all of their payments. So it’s really important we utilize those And so in terms of if failures occur and to talk about www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 Page 41 That said, what we had worked out with CMS is that we will 2 have a special performance pool established, so what we’ll 3 attempt to do is assuming we hit the overall statewide targets 4 but we have individual problems in various PPSs where we don’t 5 hit every single metric, we’ll be able to basically reprogram 6 those dollars to the PPSs who exceed the targets they have for 7 various program measures. So that is in essence our built-in 8 vehicle for helping you know, on those individual by individual 9 basis where we fail to hit metrics to reinvest dollars back into 10 the delivery systems that exceed, and we wanted – CMS agreed 11 that we needed to create incentive to go above and beyond just 12 hitting a specific performance target, so we have that vehicle. 13 With that said, if when you roll up the overall performance and 14 we don’t meet the overall state report card requirements, then 15 we will have to reduce payments overall, and that’s obviously 16 what we want to try to avoid over the five years of the waiver. 17 18 JEFF KRAUT: Do you have a follow up Dr. Bhat. 19 20 DR. BHAT: It’s a (pilot) program. Year two or three you 21 find one of the components are not, definitely is not going to 22 work. 23 else? Would you advise them to drop it or go on to something 24 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 JASON HELGERSON: Page 42 So, interesting point to raise. So, 2 they’re going to choose up to 10 or in the case of certain ones, 3 11 projects. 4 projects. With each of the projects they select come certain 5 measures. There are certain measures that apply to everyone, 6 right, and avoidable hospital measures that you mentioned are 7 among those. 8 the other measures are based on the projects that they select. 9 Now, at the end of the day they’re locked in, when they choose And in essence they’re required to implement those And so everyone’s held accountable for that. But 10 those projects name and they have an approved application, 11 they’re locked into those measures for the entire five years. 12 Now, if they need to do something above and beyond the specific 13 targeted intervention that they signed up for in order to hit 14 those metrics, they need to do that, otherwise they potentially 15 lose money. 16 about the interventions than it is about the incomes. 17 to do whatever it takes to be successful. 18 to modify their approach, add new strategies, you know, whatever 19 that is in order to achieve success in those metrics is really 20 the bottom line which is a very different type of program than 21 we’ve had in the past. 22 the outputs, and what we were trying to do is, CMS wants some 23 standardization, so that’s why these initiatives – there’s 44 24 you get to select from – but at the same time we also want the 25 communities and the providers to be able to have some Because at the end of the day this program is less www.totalwebcasting.com They need And so if they need It’s less about the inputs. All about 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 43 1 flexibility in terms of how they administer these initiatives so 2 that they can design them in ways that will lead to the greatest 3 amount of success. 4 performance and you’ve got to hit those metrics and you’ve got 5 to do whatever it takes to get there. But, as I say repeatedly, it’s all about 6 7 8 JEFF KRAUT: Dr. Berliner and then Dr. Martin. And then Mr. Levin. 9 10 HOWARD BERLINER: Excuse me. Mr. Helgerson, somewhat 11 unfocused and vague question, so I apologize in advance. 12 seems to me there are two ways that you can run the Medicaid 13 program; you can have it done through the managed care 14 organizations as the financiers or you can have it done through 15 the providers. 16 forward, I mean, do these PPSs become essentially having 17 established you know, an attributed Medicaid population, I mean, 18 do they become competition for MCOs? 19 through at all about where this might go? 20 philosophically, not in a – It Is this – and so I guess my question is moving Has that been thought I’m asking purely 21 22 JASON HELGERSON: No, no. It’s a very good question, and 23 we have thought through it, which is that at the end of the day 24 we feel that the managed care model is more flexible and that 25 the managed care organizations, even in an environment where we www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 44 1 have very robust, very evolved, sophisticated PPSs that those 2 managed care organizations will still add value to the system. 3 And not to say that there won’t be some of these PPSs that may 4 decide that they want to evolve to a plan. 5 today who have created their own insurance companies for their 6 own very good reasons, but I think we have to envision an 7 environment where not all of the providers will want to take on 8 insurance risk. 9 managing performance risk. We have systems here And managing insurance risk is different than You know, good example right now 10 there’s a challenge out there, and probably everyone’s read 11 about some of the challenges, but also opportunities around how 12 we treat Hepatitis C, and the fact that there’s a new drug out 13 there that can cure the disease which is wonderful. 14 time extremely expensive. 15 that comes into the environment and if you’re an insurance 16 company and you are experiencing managing risk and you maintain 17 reserves, you do things, it’s easier to manage those 18 developments than if you a group of providers who doesn’t have 19 experience in that, doesn’t maintain those reserves, and things 20 like that. 21 managed care over fee-for-service and paying the PPSs directly 22 is that its, in my experience and been a Medicaid director now 23 for eight years in two states and trying to get CMS to make 24 approved changes in rate methodology and fee-for-service is an 25 amazingly time consuming an issue which makes us not very nimble At the same And that’s an example of a factor The other advantage of managed care – advantage of www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 45 1 when it comes to meeting the unique needs of providers across 2 the State. 3 approved and we’ve had that, certainly had that issue in New 4 York State. 5 systems much more quickly. 6 federal changes. We will still regulate the managed care 7 organizations, we’ll have contract requirements in place, but we 8 have to expect the fact that some of these performing provider 9 systems are going to come out of the waiver period very well- It can take two years to get a state plan amendment The managed care organizations can change payment They don’t require those sort of 10 integrated and primed absolutely for payment reform and can take 11 a subcapitation like payment. 12 won’t be that advanced. 13 those providers really at risk of financial, severe financial 14 problems. 15 and the managed care approach to Medicaid management gives us 16 the flexibility that I think we would not have if we used sort 17 of the more traditional approach to direct payment from the 18 State to the providers. But there will be others who Who to take that much risk would put And so we have to sort of plan for that likelihood 19 20 JEFF KRAUT: Dr. Martin. GLENN MARTIN: Well, actually Dr. Berliner asked my 21 22 23 question. So I turn it over to – 24 25 JEFF KRAUT: www.totalwebcasting.com Thank you. You go together, I know. 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 46 1 2 GLENN MARTIN: So we couldn’t coordinate it as well. JEFF KRAUT: Go ahead. ART LEVIN: …ask my question. 3 4 5 6 Number one, what, I’m 7 curious as to the source of the metrics that are being used, and 8 the second thing is, is all self-reported data? 9 there any provision for audit, either on a random or 100 percent 10 basis because over time we’ve all come to realize self-reported 11 data and their questions about its accuracy and when it’s used 12 for this purpose? And if so, is 13 14 JASON HELGERSON: Certainly. So, a variety of measures, 15 generally speaking though if I were to sort of characterize most 16 of them I would say they’re HEDIS or HEDIS-like measures so 17 they’re data that’s coming out of the claims system so they’re 18 not sort of self-reported in the sense, in the sort of, 19 traditional sense. 20 of Quality and Patient Safety could probably talk to this more, 21 a lot of experience in these measures. 22 hold the managed care organizations accountable for long periods 23 of time, and Pat (Ruin) and staff are the leads on this piece of 24 it. 25 modified version of the CAPS survey, which is the survey of We’ve had in our colleagues here from Office We’ve been using them to But there are other types of measures so we will be using a www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 47 1 actual Medicaid recipients. 2 patient experience in each of these performing provider systems, 3 so that, I think will be interesting. 4 outcome data that we’re pulling out of the claims system or out 5 of chart review and those kinds of things, we’ll also be, as I 6 say, asking the opinion of the Medicaid members in each of these 7 communities what they are experiencing as a result of the 8 transformation and those measures also will be part of what is 9 used to hold the PPSs accountable. In fact, we will be monitoring the So that in addition to 10 11 12 JEFF KRAUT: Any other questions for Mr. Helgerson? Yes, Ms. Carver-Cheney. 13 14 15 KATHLEEN CARVER-CHENEY: What will happen in the long run with providers who don’t become part of these PPSs? 16 17 JASON HELGERSON: Sure. So, I put sort of providers into 18 two buckets there. 19 say sort of specialized providers for whom it probably wouldn’t 20 be appropriate to join one or more of the PPSs. 21 a specialized cancer center, for instance, that you know, is 22 important, meets – Medicaid members need to have access to it 23 and they would continue to have access to it because the managed 24 care organization would have to maintain a network that would 25 likely, in fact, will, include providers who aren’t directly www.totalwebcasting.com There are certain providers that are I would So you can have 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 48 1 part in parcel of the PPS. 2 message to any provider who is, does a good amount of Medicaid 3 business where Medicaid is an important payer, you need to think 4 very, very seriously about joining, because you know, while at 5 first as these organizations are developing that you won’t 6 necessarily directly see it probably at first changes in 7 referral patterns. I would expect that as these parties deepen 8 their relationships and start working together will start 9 thinking about – well, thinking long and hard about who they But that said, I think that my 10 want to refer patients to, and they’re most likely gonna want to 11 refer patients to providers who they actually partner with. 12 just give you an example of one unnamed hospital executive told 13 me as they were thinking about this, they took a step back and 14 looked at the nursing homes that they had referred to and found 15 that there was in this case, I think it was over 100 different 16 nursing homes that they were discharging to and had very little 17 actual clinical relationship with any of them. 18 think about whether or not that was really the best way to go 19 about doing business, particularly in the DSRIP environment 20 where we want clinical integration between nursing homes and 21 hospitals. 22 and maintain that relationship. 23 as bringing these providers together, starting to think about 24 how you achieve these performance metrics, how that’s going to 25 have a direct impact on some of these conversations about you And And began to We want there to get an effective handoff because, www.totalwebcasting.com So that’s just like an example 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 49 1 know, when our folks are making those decisions or making 2 recommendations to families and individuals about where to get 3 their care, I think that a lot of those recommendations, those 4 recommendations are going to be influenced by this discussion 5 and about who they’re partnering with. 6 7 JEFF KRAUT: Dr. Kalkut. GARY KALKUT: Hi. 8 9 10 Would you comment on the 11th project, important recent addition to the program. 11 12 JASON HELGERSON: Sure. We’ve been throughout this 13 process gathering public feedback on the initiative, and 14 probably one of the most common comments we got was that the 15 initiative while beneficial to the Medicaid population was not 16 available and was gonna maybe benefit the uninsured in our 17 community. 18 are uninsured even after the Affordable Care Act. 19 individuals obviously undocumented do not have access to the tax 20 credits or to the Medicaid program in our state to help insure 21 healthcare access and so what we’ve done with the 11th project is 22 created an opportunity for performing provider systems to engage 23 that community to really extend the benefits of the PPS to the 24 uninsured, and in particular to – and we’re working on 25 performance measures here – but to try to get them engaged in We roughly two million people living amongst us who www.totalwebcasting.com Many of those 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 50 1 meaningful ways, particularly get them into more primary and 2 preventative care services, and PPSs will have decisions to make 3 as to whether or not they launch the 11th project. 4 the public-led PPSs the right of first refusal in the 5 communities in which they serve for leading that 11th project. 6 It’s a reflection of the fact that they’re unique provider 7 status, but if a public-led PPS does not move forward on the 11th 8 project, it’s not mandatory for them, other PPSs will have the 9 opportunity to do so. Or in the parts of the State where we We are giving 10 don’t have a public PPS. 11 opportunity to pursue that 11th project. 12 project. 13 acknowledge the fact that there are costs associated with this. 14 unlike the other service, the population, the Medicaid 15 population where if you engage them and you provide services to 16 them you receive reimbursement through the Medicaid program. 17 the case of the uninsured, there is no direct form of 18 reimbursement, and so that’s part of the reason why we wanted to 19 reflect the high value is to make it an attractive project, and 20 our hope is that the 11th project is launched in every part of 21 the State. The PPSs there will have that It’s a high-value It will drive a good amount of money because we also 22 23 GARY KALKUT: Thank you. 24 www.totalwebcasting.com 845.883.0909 In NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 JEFF KRAUT: 2 Thank you. 3 we will be having. 4 Page 51 Any other questions? Thank you so much. I’m sure this is not the first and last conversation Now I’m going to turn to Mr. Shepard is going to give us an 5 update of the Office of Primary Care and the Health Systems 6 Management activities. 7 8 9 DAN SHEPARD: Good morning. I suppose a brief, very brief introduction is probably in order. I’m Dan Shepard. And 10 towards the end of June I assumed the position of Deputy 11 Commissioner for the Office of Primary Care and Health Systems 12 Management. 13 Westervelt over the past several years in my – in my previous 14 role as deputy director with budget division on a host of 15 challenging healthcare issues, and so it’s really wonderful to 16 be joining the Department at such a transformative time as my 17 colleague Jason just covered. 18 I had, it was a great pleasure to work with Karen I’m just also, I’m sorry I haven’t had a chance to reach 19 out to all of you individually. 20 just introduce myself in a little bit more detail, but also to 21 hear most importantly what your priorities are for the Council 22 and any other thoughts – speak up? It is my intent to both, not 23 24 25 JEFF KRAUT: If you could just pull the mic a little closer – www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 52 1 2 3 DAN SHEPARD: No one’s ever accused me of speaking quietly, but – 4 5 JEFF KRAUT: OK, Dr. Grant. DAN SHEPARD: Is that better? We’ve got it. 6 7 8 9 OK. So, on to the substance. What I wanted to cover here today are just a little bit 10 deeper dive into a few of the DSRIP activities that have been or 11 are taking place. 12 The first is the interim access assurance fund, and if 13 DSRIP has funding phases we could consider IAF the first phase. 14 And the purpose of IAF is to help especially fragile safety net 15 hospitals who intend to participate in DSRIP but are at risk of 16 closing or significantly reducing services before the primary 17 DSRIP funds start to flow in the spring of 2015 to make sure 18 that they can continue to operate, stay afloat, and be part of 19 those performing provider systems. 20 IAF was a total of $500 million or is a total of $500 21 million. 22 hospital systems. 23 Erie County Medical Center, Nassau and Westchester. 24 while the funding definitely provides a needed boost to the 25 publics, the, sort of virtually every one of them in some way, $250 million of that is going to the five major public www.totalwebcasting.com I mean, that’s HHC, the three SUNY hospitals, I think 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 53 1 shape or form needs it, some of you may be familiar with the 2 structure of DSRIP requires the public payments to generate the 3 payments for the non-public hospitals and so the $250 (million) 4 for the publics generated an additional $250 million of federal 5 funds for the safety net hospitals, and that’s safety net, the 6 definition as per, as negotiated with CMS for purposes of DSRIP. 7 We awarded, as I said, the full $250 million to the public 8 hospitals and a total of about $217 million so far to the, to 25 9 safety net hospitals. There was a total requested amount for 10 those 25 safety nets of about $300 million. 11 largely due not so much to programmatic differences but really 12 some counted depreciation which for purposes of IAF which really 13 just intended to keep hospitals, safety net hospitals from 14 operating for a 10-month period didn’t really factor in. 15 roughly $217 million for 25 hospitals. 16 $33 million that we’ll be using either if new IAF applicants 17 come forward, or to the extent that in our monthly monitoring of 18 the recipient hospitals turns out that they, that they need more 19 to meet the goals of IAF then we originally programed, it gives 20 some capacity to increase their IAF grant. 21 The difference is So, That leaves a balance of That’s really wrapping up on IAF, and I know in interest of 22 time let me quickly pivot to a, something that is a DSRIP 23 related activity that is launching and launching quickly. 24 as Jason alluded to, this year’s State budget authorized the 25 commissioners of health, mental health, office of people with www.totalwebcasting.com 845.883.0909 And NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 54 1 developmental disabilities, and office of alcoholism and 2 substance abuse services, authorized those commissioners to 3 waive regulatory requirements for DSRIP projects. 4 legislative intent of this authorization is to ensure the DSRIP 5 projects could be implemented at a rapid pace, if a rapid pace 6 required to hit the performance milestones necessary for the 7 PPSs to receive funding. 8 importance of hitting those milestones, not just for the 9 individual PPSs but for the State as a whole. The regulations The And you’ve heard through Jason the 10 cannot, and this is per the statute, cannot be waived if in 11 doing so would jeopardize patient safety. 12 be project specific and time limited. 13 interested parties have already reached out to us with 14 suggestions about how to utilize this authority and in addition 15 as part the design grant applications PPSs identified also 16 potential requests for regulatory waivers. These, the 17 suggestions we’ve heard and the requests, just to give you some 18 examples of the kinds of areas that they’re covering, 19 integrating physical and behavioral health services; integrating 20 long term care services; addressing physical plant standards 21 that don’t impact patient safety but might otherwise slow down 22 implementation of a project; facilitating information sharing 23 between PPS participants; do we have regulations that without 24 jeopardizing patient safety or HIPPA and more precisely here are 25 holding back PPSs, and also waiving regulations that might help www.totalwebcasting.com And the waivers must As you can imagine, many 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 55 1 us promote workforce flexibility that will support coordinated 2 care in the clinically integrated environment so the PPSs will 3 be developing. 4 In general we anticipate the Department will be waiving 5 regulations that would otherwise preclude or delay approved 6 DSRIP projects, again, without impacting patient safety. 7 think however, in developing an implementation framework which 8 provides predictability to DSRIP applicants, speed and 9 consistency across projects, all of those things are critical; 10 predictability, speed and consistency are critical, so the 11 framework we’re developing needs to meet those tests. 12 I We’re going to be finalizing this framework and providing 13 guidance to PPSs in late September. 14 the beginning of the DSRIP application process. 15 we’re in the process of following up with stakeholders who have 16 reached out to us in soliciting input from others who haven’t 17 but we think have something to offer in the process. 18 Importantly and for this meeting we also believe this is an area 19 where the expertise of the council could be very helpful to us. 20 PHHPC as you know certainly better than I do and many people 21 have told me there’s been an incredibly important resource of 22 the department in advancing thinking and effectuating change on 23 regulatory streamlining and other efforts. 24 examples that have been raised, redesigning ambulatory care and 25 CON reform. www.totalwebcasting.com This timeframe aligns with And right now For example, two 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 Page 56 So over the next several weeks we’re going to be reaching 2 out to the health planning committee members for input and then 3 at the September 18 meeting of the planning committee we’re 4 going to present our thinking to you based on the work we’re 5 doing over this very tight time frame. 6 authority granted to the commissioners by the legislature is 7 time-limited and DSRIP specific, it provides a unique 8 opportunity to test (bad) streamlined approaches to exercising 9 oversight of both existing and new healthcare delivery models I think while the 10 and as such will inform future discussions about broader 11 regulatory reform which we very much and I very much look 12 forward to taking up in partnership with the Council. 13 concludes those remarks. 14 handoff to my colleague, Chris Delker, but before I do that just 15 any questions on IAF or the regulatory waiver? So that I do need to – I want to do a quick 16 17 JEFF KRAUT: Any questions? Dr. Bhat? 18 19 DR. BHAT: The monies that are going to the hospital, do 20 they have any kind of strings as how exactly they can spend 21 them? 22 23 DAN SHEPARD: I’m sorry. The beginning of your question? 24 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 2 Page 57 DR. BHAT: monies that went out of the hospitals. What are they going to be using it for? 3 4 DAN SHEPARD: So, the IAF funds, it’s I guess for 5 certainly my experience for handing out that amount of money, a 6 shockingly simple test which is, it’s an analysis conducted by 7 the department based on an application from the provider as to 8 how much cash they need to pay their bills through the 10-month 9 IAF period. It is, so the amount of the award was based purely 10 on a cash flow analysis. 11 mean, there were some limitations. 12 consultants. 13 really to maintain status quo, again, to maintain status quo, to 14 ensure that otherwise viable or desirable PPS partners don’t 15 have to shut their doors before the DSRIP funds begin to flow in 16 spring of 2015. No capital. They can’t spend it on consultants. They can’t spend it on But it’s purely, it’s operating. It’s 17 18 JEFF KRAUT: Ms. Carver-Cheney. 19 20 KATHLEEN CARVER CHENEY: How does that compare to the 21 desire to close hospitals or reduce hospital beds that you’re 22 just wanting to keep them operating even though they’re losing 23 money? 24 www.totalwebcasting.com I 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 DAN SHEPARD: Page 58 So, again, it’s not – IAF dollars per design 2 in the waiver grant were, the problem they were solving was this 3 notion of if you have a provider that wants to transform, that 4 may – again, may want to – may view itself as over time 5 converting from an inpatient facility to an outpatient facility 6 or a long term care facility as part of an integrated, 7 clinically integrated PPS. 8 the leadership, their boards all express that desire, they’re 9 all in in a PPS, but the reality is that they can’t transform 10 fast enough. In fact, the PPSs won’t be final until spring of 11 2015, so it’s a bridge. 12 than a bridge to solve a very, very specific goal. But, and this is pure hypothetical, Should be looked at nothing more of 13 14 15 JEFF KRAUT: Give a little breathing room to make changes. Dr. Martin. 16 17 GLENN MARTIN: Just a quick question about the regulatory 18 relief that the commissioners can do; is there any review 19 process for that or any public comment or transparency? 20 how does that work after the application goes in or request? Just 21 22 DAN SHEPARD: So each – so the statute requires that each 23 waiver be on projects basis waiver, you know, and there’s a 24 reporting requirement in the statute that requires the 25 commissioners through their agencies. www.totalwebcasting.com We’ll do it certainly in 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 59 1 a consolidated fashion to report to the legislature publicly on 2 that. 3 we view it as an opportunity to test bed broader discussions 4 about regulatory reform that we would want to have with PHHPC. 5 We would at the pleasure of the committee chairs and the chair 6 have regular updates to the board on that. I think what we would envision is, again, because I think 7 8 9 JEFF KRAUT: Are you gonna hand off to Chris to talk about regulatory reform? 10 11 12 DAN SHEPARD: No, just an issue that I understand that the Council wanted an update on. 13 14 JEFF KRAUT: So then before we turn off on this, what I’m 15 hearing is, and you know, Jason Helgerson referred to it as a 16 new provider type. 17 what we’ve I think been doing in the planning committee with 18 regulatory reform is to really look at how do we give relief to 19 regulations that don’t add value to what we’re trying to do, or 20 frankly serve as an impediment, and what I’m hearing Mr. Shepard 21 say here is they’re gonna use these powers for applications that 22 may have been required to come to the PHHPC but will not be 23 required and they’re going to put out an advisory policy paper I 24 the fall. 25 comment on it along with the rest of the industry to see what So it’s kind of, we’re trying to continue We’ll probably bring it to the planning committee to www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 60 1 our perspective is so we’re aware and I think the point that you 2 raised is among the most critical in my mind is transparency so 3 we know all, no matter what that policy is, if we’re waiving, if 4 it’s not coming here – not so much we’re waiving, but if it’s 5 not coming here we’re at least aware of it and who knows, maybe 6 we’ll learn from that and we’ll come back and adapt our 7 regulations to recognize these new contemporary provider types 8 that you know, cause our code is based and regulations is based 9 on kind of single stand-alone providers, and although we’ll 10 probably have to continue to recognize that, this may be the 11 beginning of a parallel process as we get that DSRIP learning to 12 revisit certain essential elements of the code that never 13 envisioned a provider or behavior like this. 14 accountability, regulation, and oversight to some degree. 15 think that’s great. And that requires So I We look forward, and Dr. Rugge – 16 17 JOHN RUGGE: I think another way of summarizing this is 18 to say that up to now the planning committee and the council 19 have been looking at catching up with all the changes that have 20 occurred in recent decades and healthcare delivery and now what 21 I’m hearing from our presenters are that we’re looking now to 22 anticipate and to keep up with even more rapid change about to 23 happen due to DSRIP and due to incredible market forces the 24 likes of which we’ve not seen yet. 25 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 JEFF KRAUT: Page 61 Great way to say it, and I think 2 intellectually we’re looking forward to participating as the 3 rest of the industry is in that discussion. So, Mr. Delker. 4 5 CHRIS DELKER: Dr. Rugge’s remarks are a great segue to 6 just a very brief update I want to give you. 7 single page in your packet there on determination of need for 8 hospital sponsored off campus emergency departments. 9 called among the matters discussed in the ambulatory services 10 deliberations of the health planning committee over the last 11 year was the emergence of a new model of off campus emergency 12 departments. 13 independently and the concern is how should the Department 14 respond to these, and the committee has recommended that we 15 develop a need methodology for these models. 16 wanted to give you an update, and something by way of a preview 17 that we would hope to discuss in further depth at the upcoming 18 meeting next month of the health planning committee. 19 You should have a You were That is, emergency departments operating And so I just We as staff have been looking at various factors that we 20 think are some of the first ones that should be considered, 21 obviously the one is access, and for that in terms of emergency 22 distance and travel time are obviously fundamental to that. 23 the model will – we will need in the methodology so come to some 24 agreement on what those factors should be adjusted for geography 25 and other instances. www.totalwebcasting.com 845.883.0909 So, NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 Page 62 The other consideration obviously is the capacity and 2 utilization of existing EDs where there’s a proposed new off- 3 campus ED. 4 volume, in terms of waiting time, in terms of through-put time, 5 the profile of the population and so on. 6 other factors as we consider in virtually every need 7 methodology, what are the population factors? What’s the 8 density? 9 What’s the projected growth or decline of the population in the What is the utilization like there in terms of What are the trends? And the obviously What’s the age distribution? 10 proposed service area? 11 address this obviously SPARCS which can give us the number of 12 discharges or claims by ED, by payer category and by diagnosis. 13 We can also calculate the average length of stay or the through- 14 put time for emergency department encounters from SPARCS data. 15 The EMS unit also have some information about average travel 16 time from ambulance pick-up to hospital emergency facilities by 17 county and that may be brought to bear perhaps on some of the 18 considerations for this need methodology. 19 limitations we found so far, and staff are continuing to look at 20 various sources, we don’t keep track, believe it or not, of the 21 number of treatment bays or beds in EDs. 22 operating certificate. 23 That may be a shortcoming. 24 come to some agreement on optimum number of treatment per bay. 25 That may or may not be feasible. It’s a consideration. And we www.totalwebcasting.com Some of the resources we do have to Some of the data We don’t put it on the We just certify the emergency services. We may in a need methodology want to 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 63 1 also don’t have information or a way of calculating it so far 2 that we found about the actual wait time. 3 time someone checks in to the time treatment actually begins. 4 So that may be something that we may need to delve into. 5 That is, from the So we just wanted to give you this heads-up about what’ll 6 be discussed and invite you to think about these and other 7 factors and also to our colleagues in the industry who I’m sure 8 will have a lot to say at these meetings as well. 9 10 JEFF KRAUT: Dr. Berliner. 11 12 HOWARD BERLINER: Chris, have you thought about what a 13 reasonable distance from an already exiting ER might be in such 14 a case? 15 16 CHRIS DELKER: Well, we’ve looked at some other states, and 17 I believe one state has a maximum distance of 35 miles. 18 from the parent hospital, so to speak. 19 population density requirement that is an off campus ED cannot 20 operate in a municipality that has more than 75,000 people. 21 there’s some models in other states, so we are looking at that. 22 But our own need methodologies, most of them do have a travel 23 time and factor in them already, so we have a lot of experience 24 with that adjusting for weather and climate conditions and so 25 on, and transportation resources. www.totalwebcasting.com That is Another state has a 845.883.0909 So NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 64 1 2 JEFF KRAUT: Just, you know, Dr. Berliner, to the point, 3 you know, with the 200 or so that are approved nationally, most 4 of them evolved out of rural needs and where population, where 5 the population is growing rapidly and the infrastructure hasn’t 6 caught up. 7 of drove some of this is to avoid somebody opening up across the 8 street from an existing weak hospital and destabilizing it. On 9 the other hand there may be pockets, and I’m thinking of eastern Here, and I think that’s part of the issue that kind 10 Brooklyn where something like this would be under 30 miles but 11 it’s a kind of a – it may be – it’s not enough to look at the ED 12 independent of other things that may be built around it that 13 would provide access to services. 14 know it when you see it” kind of thing. 15 really inappropriate placements, I guess, and see that – Dr. 16 Strange. So it’s kind of a “you’ll But this is to prevent 17 18 DR. STRANGE: So the dovetail exactly to what you just 19 said, Jeff, are we looking also at these recent explosion of 20 urgent care centers and the like that are exploding in these 21 areas that may or may not do the same thing, and I know we’ve 22 put regulation on some of that, but this seems to be a trend now 23 and the insurance industry is pushing towards that trend because 24 of the lower cost factor. 25 doesn’t? www.totalwebcasting.com How does that impact here or it 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 65 1 2 JEFF KRAUT: Ok. Dr. Rugge, you want to respond. JOHN RUGGE: Certainly as a council we try to address 3 4 5 that through new designation of urgent care. The legislature has 6 not taken upon itself to enact the recommendations we suggested. 7 I think whatever collectively we can do to collect more 8 information so that we can provide that to the legislature in 9 this next session would be very helpful. 10 11 JEFF KRAUT: So, here’s the paradox. A great example. 12 We just finished discussing about reducing regulations, waiving 13 it, giving the commissioner powers to start encouraging things, 14 and in the next breath, not incorrectly saying, well, this is a 15 problem, maybe we should be regulating it. 16 it’s kind of we, the regulatory schizophrenia here of we have to 17 find out you know, what we can do to encourage innovation, drive 18 cost, and experiment with some of this without over regulating 19 it. That’s our sweet spot. You know. I think, So, Chris – 20 21 JOHN RUGGE: Just, to say that though, as we do this 22 work, we’re not only regulating and constraining, but we’re also 23 using the tools of government to empower and develop. So, for 24 example, we proposed – 25 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 Page 66 JEFF KRAUT: To encourage. JOHN RUGGE: To encourage. 2 3 We proposed regulations if 4 you will, of recognition of service clinics, retail clinics. And 5 this is a way to enable a new level of service which we hope 6 would be integrated with other care givers and that, New York 7 did not take it upon themselves to do so. 8 all regulation as being constraining or suffocating. So, I wouldn’t regard 9 10 JEFF KRAUT: You’re absolutely right, because the 11 example is if you’re going to do those things we want to make 12 sure you’re plugged in. 13 obligations that we don’t think are necessarily onerous, but 14 critical in a kind of a more holistic – We’re making certain affirmative 15 16 JOHN RUGGE: We’re also applying financing mechanisms and 17 a way to have assured viability for services which right now is 18 not the case. 19 20 JEFF KRAUT: I know. I’m just pushing the pendulum in 21 the other direction. 22 this is going to – we’re going to put this out for comment and 23 then it’ll come back through, I think it was Dr. Rugge’s 24 committee? That’s my problem. Thank you. So, Chris, Is that the expectation? 25 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 CHRIS DELKER: Page 67 Yeah, well, I think this is not meant to be 2 an exhaustive list. 3 is available here to those attending today, so I’m sure we’ll be 4 hearing from various stakeholders over the next few weeks and at 5 that meeting as well, and subsequent meetings if they’re 6 necessary. This is just preliminary and certainly it 7 8 9 10 11 JEFF KRAUT: Send those cards and letters in. Thank you Dr. Delker, Mr. Shepard, and welcome. Ms. Agard from the Office of Quality and Patient Safety is going to give us an update on office-based surgery. 12 13 NANCY AGARD: Morning. You should’ve gotten the slides 14 and they are up on the screen there. 15 and hope that this little clicker works like it didn’t before. 16 Maybe not. 17 probably put that out front. 18 Ah ha. I’m gonna try to talk fast Technology is not my forte. We should I sort of wanted to give the committee a little bit of an 19 orientation to the history of OBS. Some folks have been around a 20 while, some people have not. 21 Actually, the Department of Health and this Council actually has 22 had an interest in the quality of care and office-based surgery 23 actually since the 1990s. 24 actually asked the Commissioner of Health to appoint a committee 25 on office-based surgery to look at the quality as more and more www.totalwebcasting.com To move through this quickly. The then Public Health Council 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 68 1 care moved out into the community and into the ambulatory 2 settings. 3 development of guidelines which you can find on the office-based 4 surgery website at this time. 5 about 2000. 6 about 2005 actually the Council again asked the Commissioner to 7 appoint a committee on office-based surgery quality and to look 8 at what was happening out there. 9 incidences. The outcome of that first committee’s work was the Those guidelines were passed in The committee ended its work. Several years later We again were having The Council and the Commissioner was concerned. 10 The second committee actually ended up recommending the law that 11 did pass later in 2007, so their recommendations of the 12 Committee ended up evolving into public health law 230D. 13 that law they defined office-based surgery, and they defined it 14 as the performance of an invasive or surgical procedure 15 involving more than minimal sedation or liposuction of more than 16 500ccs or MLs performed by specific licensees that we’ll 17 identify a little bit later in a non-article 28 setting. 18 non-regulated setting. 19 these office-based surgery practices become accredited. 20 requirement became effective in July of 2009 and it required 21 that they report select adverse events reports. 22 to talk a little bit more about what those are. 23 In So a They required, the law required that That And we’re going The licensees that were identified initially in the law 24 were physicians, PAs, and SAs, so physician assistants and 25 specialist assistants as well as since then in 2012 the scope of www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 69 1 practice for podiatrists was changed and it was evolved to 2 include ankle surgery. 3 was changed to say if you’re gonna – if you’re a podiatrist and 4 you’re going to perform invasive or surgical podiatric ankle 5 surgery in your office involving more than minimal sedation that 6 you too have to become accredited and file adverse event 7 reports. 8 9 So at that time office-based surgery law The adverse events that were identified in the statute, and I want to sort of say upfront that adverse events are not 10 necessarily complications but they are events that occur in 11 relation to an office-based surgery encounter. 12 type of adverse event that’s in the law is an unplanned transfer 13 to the hospital. 14 the reason might be they’re transitioned to the hospital without 15 being discharged home. 16 hours within 72 hours of the procedure, death within 30 days of 17 the procedure, and then there’s sort of this big bucket kind of 18 undefined adverse event type with any serious or life 19 threatening event. The Department has taken the position and 20 we’ve defined that as the national quality forum, serious 21 reportable events. So it’s essentially that we defined that any 22 serious event in that way. So the first So a patient has a procedure and for whatever Unscheduled admission of more than 24 23 In 2008 there were again, some adverse events that were 24 going on within the private practice community that involved 25 transmission of blood-borne pathogens. www.totalwebcasting.com So at that time they 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 70 1 added as a separate and additional type of reportable event, the 2 suspected transmission of blood-borne pathogens either between 3 patients or between providers and patients. 4 The adverse event reporting is required within 24 hours of 5 the event or the provider becoming aware of the event. 6 adverse event reports are confidential and at the same time that 7 the OBS law was written, education law was changed to add two 8 more criteria for professional misconduct for physicians, PAs 9 and SAs and that involves performing office-based surgery in an 10 unaccredited office or failing to file a required adverse event 11 report. 12 The The Department of Health did go on to designate three 13 accrediting agencies that the, any private practice seeking to 14 provide office-based surgery services to the community had to 15 utilize to get that accreditation. 16 American Association for the Accreditation of Ambulatory Surgery 17 Facilities – if forever refer to them as Quad-A because I can’t 18 say all those words. 19 Association for Ambulatory Healthcare and the joint commission. 20 They include Quad-ASF, the AAAHC which is the Accreditation At this point we have about 1000 accredited office-based 21 surgery practices. 22 Nassau County, Suffolk County, Westchester County. 23 few in the mid-Hudson Valley eastern region capital area. 24 lot. 25 primary accrediting agency for all office-based surgery They’re primarily downstate in the city, Not a lot in the North. www.totalwebcasting.com There are a Not a lot in the West. The 845.883.0909 Not a NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 practices at this point is QuadASF. 2 the OBS practices. 3 Page 71 They accredit about 2/3 of Now this next slide is really sort of the slide where we 4 start to talk a little bit about what kind of information do we 5 have about adverse events versus accredited practices and sort 6 of lays the groundwork for some of our concerns about what’s 7 happening out there as far as reporting, and the types of things 8 that we see in the reports. 9 Now, the top line on this graph identifies the trend as far 10 as the number of accredited practices through time, I think it’s 11 2010 forward over a six month period of time. You see in the 12 beginning there was a fairly steep climb and then we sort of 13 stabilized out but still trending upward. 14 represents the, on a six-month basis the number of adverse event 15 reports we’ve gotten throughout that same period of time. 16 you can see there was an initial boost if you want to call it 17 that, then a period of somewhat stability and then a decline. 18 We tried to 19 started as far as number of accredited, adverse event reports 20 versus number of accredited practices. 21 challenge – that was really a challenge for us so we went about 22 this in a slightly different way. 23 accredited, all the practices that were accredited for an entire 24 year during 2011 and there were about 599 of them. 25 received 230 – we received at 230 reports from individual The bottom line As look at the whole global system from when we www.totalwebcasting.com That served as a We looked at all the That year we 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 72 1 practices. 2 some of the practices, which really sort of translated to a 38 3 percent reporting frequency. 4 practices during 2011 reported an adverse event report. In 2012 5 you see a number of practices does continue to go up 747; 202 6 distinct practices reported adverse events. Our reporting rate 7 thus goes down to our percent goes down to 27 percent. 8 number of practices continues to go up in 2013. 9 distinct practices reporting adverse event continues to go down 10 in 2013. And we’re down to approximately a 20 percent reporting 11 rate. 12 And we’re not happy for a variety of reasons and some of those 13 I’m going to talk further about as we talk about the types of 14 adverse events that we’re seeing, and then talk a little bit 15 more about what we’re trying to do to address this. 16 actually looking to the Council to actually provide us with some 17 support and ideas. 18 So we got more reports but there were multiples from So 38 percent of accredited The The number of So this as you might imagine is, we’re not happy with. And I want to start again to talk a little bit about the data. 19 The adverse event reports are self-reported. 20 reporting responsibilities on the practitioners that either 21 perform the procedures or become aware of reportable events so 22 they have to go – and at this point in time it’s a paper form. 23 You have to go to the website, print out the paper, fill it out. 24 Although you can fill it out electronically and then print it, 25 but then it has to be sent into the Department. www.totalwebcasting.com So this is A, the So that can 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 73 1 either be done via U.S. mail – such a reliable system – and/or 2 you can use the secure file transfer process that we have in 3 health commerce. The providers have to identify that an adverse 4 event occurred. 5 your place occurs, so those are identifiable. 6 identification of admissions and deaths certain require some 7 sort of a follow-up with patients, providers – with patients 8 and/or their families to identify how they’re doing. Most of the 9 providers generally have a one to two day follow up. Now it’s fairly evident when a transfer from The You had a 10 procedure at our place; how are you doing? 11 problems? 12 have most of the providers do not have a system in place that 13 identifies a 30-day follow up. 14 somewhat different from the rest of the providers but, so all of 15 this, the point of this slide is really talking about the fact 16 this is self-reported. 17 You have to recognize that the event is a reportable, is 18 something that is reportable. 19 Did you have any Do you understand your discharge instructions? They The vascular providers are You have to become aware of the event. Moving on to somewhat more a different type of challenge 20 related to understanding the data is that we don’t have 21 procedural denominators. 22 practices that are performing procedures. They don’t submit any 23 data to the Health Department. 24 ambulatory surgery centers that are reporting SPARCS data. 25 you’re not going to see any rates here, sort of, as a result of www.totalwebcasting.com At this point these are private They’re not like hospitals or 845.883.0909 So, NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 74 1 that. 2 denominator – the variations that you’re gonna see in adverse 3 event reporting through time, we don’t know what those are 4 related to. 5 adverse events being identified and/or reported. 6 lot of, sort of, unknowns related to this. 7 We don’t know as a result of that fact that we don’t have There’s more procedures being done, if there’s more So there’s a So I’m gonna start to talk a little bit about the things 8 that we have observed from the data, and I am gonna try to talk 9 fast, so, and I may end up skipping a few things just in the 10 acknowledgment of some time. 11 based – the patients that undergo office-based surgery that are 12 identified and reported, adverse events that are reported to us 13 is around 60. 14 although there are some groups that are younger and some groups 15 that are older. 16 sense. 17 procedures are somewhat older. 18 The average age for the office- The age range primarily is between 50 and 70, The OB-GYN population is younger which makes The vascular, the patients undergoing vascular Most often patients that are identified on adverse event 19 reports have been classed as either an ASA3 or an ASA2 or an 20 ASA3 which is mild systemic disease or severe systemic disease, 21 although stable. 22 at the GI group versus the vascular group versus the plastics 23 group what you’ll see is the majority of patients and the 24 majority of non-vascular patients have an ASA score of 2 while 25 the majority of the vascular patients in this population is www.totalwebcasting.com But when you break the groups up, if you look 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 75 1 primarily the end stage renal disease patients who are 2 undergoing procedures for their hemodialysis access. 3 folks are primarily ASA3 class. 4 Those Again, you remember the definition of office-based surgery 5 is the performance of a procedure using more than minimal 6 sedation. 7 The majority of the sedation that’s provided in office-based 8 surgery is moderate sedation. Although, with very little minimal 9 and local being given or else it’s given in combination with. Well this next bullet point sort of supports that. 10 The majority of the office-based surgery, of patients 11 undergoing procedures in office-based surgery setting that were 12 reported to us are undergoing single procedures, and that’s true 13 pretty much across the board except for two populations; one 14 being the vascular population. 15 They generally go in for a fistulagram and then during their 16 fistulagram they identify either that the access is clotted or 17 that it’s stenotic and so they need to have some sort of 18 angioplasty or stenting or some sort of other procedure during 19 that encounter. 20 procedure is the plastics group and they have about half one 21 procedure, 50 percent more than one procedure. 22 Again, these are ESRD patients. The other group that has more than one This next slide talks about the distribution of adverse 23 events for all office-based surgery adverse event types that are 24 reported. 25 contender here followed by transfers and then deaths. As you can see by far admissions are the leading www.totalwebcasting.com What I 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 76 1 want you to understand about this pie chart is that this does 2 represent people who have more than one adverse event type. 3 Let’s say had my colonoscopy. I was transferred to the hospital 4 and then I was admitted. 5 you would’ve been slotted into the admission category here 6 because that’s the higher level of adverse event that occurred 7 to you. 8 every sort of combination and permutation of adverse events that 9 come together. In this particular – in that scenario We do have other slides that sort of breakdown and show They’re just not in this presentation. About a 10 third of these admissions do start out as transfers. 11 of interest about the deaths is the majority of those deaths are 12 singular adverse event types, so they did not occur in 13 combination with an admission or transfer. Something 14 Moving on to the next, and again, I realize that I am 15 moving quickly and for some reason the percentages are not 16 showing up on the top of the slide. It says “cell range.” So I 17 guess we’ll have to check that out the next time around. But, 18 what this slide is meant to tell you is that there is a, there 19 are a lot of GI procedures. They are the leading group that 20 reports adverse events to us. 21 that they’re the group that has the most adverse events. 22 just know that they are providing the most reports. It may 23 reflect that the primary GI procedures are being done are 24 colonoscopies and EGDs. 25 colonoscopies that are done in our aging population. The www.totalwebcasting.com We don’t know that that means We Certainly we have a lot of 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 77 1 majority of colonoscopies are done in outpatient settings 2 outside of the hospital. 3 vascular group. 4 population. The second group that’s seeking these type of 5 vascular interventions are those with peripheral vascular 6 disease, those that are having actually similar types of 7 procedures as the ESRD patients but are involving different 8 vessels. 9 going and they’re having some sort of intervention to try to 10 11 The second group is again this The primary population here I said is the ESRD So they have a non-healing leg ulcer. So they’re increase the circulation to their extremity. The third group is the GU population. This is, there are 12 two primary procedure groups in this category also involving 13 folks who have renal stones and who are having lithotripsies. 14 The ESWL population, which actually has a fairly large range 15 starting quite young to older, as well as the men who are having 16 prostate procedures of one sort or another. Followed by OB-GYN 17 and plastics. 18 these other groups, but I did want to sort of bring your 19 attention to the fact that we do have a group of patients who 20 are reported to us as adverse events that never get their 21 procedure. 22 into the office, they have, you know, been cleared for their 23 procedure, they’re stable when they start, they get their 24 sedation and then they sustain an event. I’m not going to talk a whole lot about all of They’re the sedation category there that they go www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 Page 78 Again, we included all these little reporting categories 2 that don’t have a lot of numbers primarily based on the fact 3 that I don’t know how representative our numbers are. 4 lot of GI procedures being reported but it is, does that really 5 mean that those are the procedures that most frequently have 6 adverse events associated with them, I don’t know. 7 We have a The next slide is again, this actually means to represent 8 the distribution of the types of adverse events that are 9 occurring to the different procedural populations. This is 10 again, sort of a quick through slide. 11 is that the majority that all of the groups, their primary 12 adverse event type is admission for the majority of the groups 13 their second most frequent adverse event type is transfer except 14 for the vascular group. You’ll see that the purple bar on the 15 outside, the second most frequent adverse event they type 16 happens to the vascular patients are they die within 30 days of 17 the event. Now, and we’re going to talk a little bit more about 18 the deaths on the next slide. 19 the types of graphs that we have here, but clearly this bar is 20 primarily purple off to the left-hand side does represent the 21 vascular population. Of the number of deaths that we had 22 reported, 78 percent of the deaths were vascular patients 23 followed by GI deaths at 12 percent. 24 get, to take as though our denominator here is adverse events 25 that are reported. www.totalwebcasting.com The point of this slide And again, just trying to vary Again, I don’t want you go It is not the number of procedures or the 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 types of procedures. 2 what we’re looking at. Page 79 So that’s sort of always a caveat about 3 What’s interesting is that in the second table to the 4 right-hand side is that when you look at the days to death after 5 the procedure, 12 percent of the patients die on the procedural 6 day; 33 percent die within 3 days, and over 50 percent die 7 within seven days. 8 we want to bring that back to the fact that these death numbers 9 are being driven by the ESRD population, that primary group That was quite striking to us. And again, 10 within the vascular population. 11 that exists sort of at an ASA3 level. They are, have severe 12 systemic disease that are intermittently stable and 13 intermittently unstable depending on how they are with their 14 access situation. This is a group of patients 15 This is actually an observation that is relatively new to 16 the field and we plan to follow up on with a study of the U.S. 17 renal disease data system as far as looking at, let’s look at a 18 bigger population. 19 really an observation that is accurate. 20 Not just in New York population. Is this The next slide talks about the distribution of diagnoses 21 and complications after all types of procedures. 22 not limited to not broken up by procedure type, but the big 23 point to note is although the primary complication here looks to 24 be cardiovascular followed by bleeding injury and respiratory, 25 that’s for the whole group. There’s a tremendous amount of www.totalwebcasting.com This is again, 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 80 1 variety or variation that exists within each of the procedural 2 categories. So if I talk about GI, the primary reporting group, 3 you’re going to see that the primary reporting type of 4 complication of diagnosis associated with those procedures are 5 injury. 6 splenic injury, that type of thing. So this is for the whole 7 group, there’s a lot of variety within the groups. And I think 8 that’s probably all I’m going to say about that for now. I’m 9 trying to move along. 10 Injury means about bowel perforation or laceration or a This slide represents the two procedural specialty groups 11 that have reported the most to us, GI and vascular. I pretty 12 much talked already about the procedures that are involved in 13 those groups, so I’m not going to spend a lot of time on that. 14 This next slide represents the GU, OB-GYN, and plastics 15 procedures that were associated with adverse events. I talked a 16 little bit about GU already. The OB-GYN the two primary 17 procedures that are occurring within that group are terminations 18 of pregnancy and egg retrievals. And the third group is 19 plastics. 20 multiple procedures; 50 percent single procedures. We don’t have 21 high numbers there so I’m not going to spend a lot of time 22 there. That’s the group that has a lot, about 50 percent 23 This again, this shows you the one slide where I said that 24 the primary complication or diagnosis group, the first one that 25 came in is cardiovascular. www.totalwebcasting.com This is the distribution for GI 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 81 1 injury comes in first followed by bleeding, primarily associated 2 with the post-polypectomy bleeds, post biopsy bleeds which makes 3 sense. 4 predominantly with the EGD procedures versus the colonoscopy so 5 how the distribution of complications not only changes by 6 procedural specialty group but within the types of procedures 7 themselves. 8 9 Respiratory, actually, that where occurs more This is the same sort of breakdown for the vascular patients. Here you are seeing the primary complication being 10 the cardiovascular. 11 we previously mentioned. 12 type here which is of concern to us is infection. When we’ve 13 talked with experts in the field this is not, this is again, 14 somewhat of an unsettling find to them. 15 that’s hard to track down. We had expected to find a higher 16 infection rate with our catheter patients than with our fistula 17 patients, actually that does not look like 18 look like that. 19 Have no idea how valid that observation is. 20 problem with infection with this group is that this is the gr9up 21 who’s going, who’s very (likely) to have two or three healthcare 22 encounters within a very short period of time. 23 dialysis center, they go to get dialyzed, they realize their 24 access isn’t working, two hours later they’re at the OBS office 25 getting their access – accessed to try to open it up, clean it www.totalwebcasting.com This is the group that dies most often as The second most frequent adverse event This is also something -- our data does not But again, all we have is adverse event data. And the other They go to their 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 82 1 up, make it run, and then two hours after that they’re back at 2 their dialysis center. 3 generated from? 4 deeper into. 5 So where is the infection being These are questions we have to dive a little So to coming into conclusion, we’ve, in reviewing both 6 individual cases and looking at the data, we’ve identified a 7 number of different types of concerns and this is pretty 8 consistent with the literature. If we talk about care related 9 concerns, questions about patient selections, are the right 10 patients undergoing procedures in an office-based setting? 11 types of, as far as procedural complexity and risk are their 12 procedures that are just too complex or risky to be done in an 13 office-based setting, and what would those be and what would the 14 criteria be that you would utilize to select or identify them. 15 Inter-procedural care and monitoring of patients; we’ve 16 identified some opportunities for improvement with the way that 17 patients are monitored during their procedure while they’re 18 under sedation or anesthesia, continuous EKG monitoring and 19 title CO2 monitoring so that you’re not relying on a pulse 20 oximetry to give you sense of how well someone’s ventilating and 21 breathing. Discharge disposition and follow-up. 22 discharge education, identifying follow-up providers and 23 communicating with those providers. We’ve talked a little bit 24 already about what our data related issues are. 25 is probably something we haven’t mentioned which is the www.totalwebcasting.com What This is about The third one 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 83 1 challenges identified by, faced by identifying OBS providers and 2 procedures and claims data. 3 looking at Medicaid data to try to identify Medicaid patients 4 who underwent a colonoscopy in an office-base setting. 5 the way that the data is both entered and in the database 6 somewhat makes that a challenge because you have Medicaid 7 providers that are performing the same procedures in multiple 8 settings. 9 in ambulatory surgery centers. They’re doing them in office- At this time we actually are They’re doing them in hospitals. Well, They’re doing them 10 based practices. And so sort of teasing those cases out of the 11 existing data and then identifying potential complications that 12 may or may not have been reported has been – is a road we’re on 13 but it’s been a slow road. 14 Additional challenges that this council is aware of is that 15 actually we attempted to advance changes to the office-based 16 surgery law within the last legislative session. Changes that 17 were supported and approved by this group that would’ve expanded 18 the application of the need for accreditation and adverse event 19 reporting to those medical practices performing procedures 20 involving more than minimal sedation. 21 procedural and post-procedure recovery time, and we would 22 require the registration of office-based surgery practices with 23 the department accompanied by a submission of select data. In my 24 mind that select data would have been procedural denominator www.totalwebcasting.com We’re looking to limit 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 84 1 data that would have helped me a whole lot in identifying giving 2 meaning to some of this adverse event data. 3 We have limited programmatic funding like has been alluded 4 to elsewhere throughout the morning. 5 ongoing and future planned initiatives. I’m not going to spend, 6 actually I don’t think much time on this at all but we have 7 attempted to outreach to practices reminding them of their 8 reporting requirements. 9 some of their findings from this adverse event data into the We do have a listing of Actually when our next phase is to pull 10 next newsletter to send it out to again, to kind of remind folks 11 that we are using the data, that we’re looking at it, these are 12 things that we want you – we want to bring to your attention 13 about it. 14 societies by the members of my advisory board. 15 collaborating with the accrediting agencies to try to help get 16 that word out there. 17 want to probably stop here and give a little bit of time for 18 questions because I know that you’re long. We’ve had some outreach of the, to the specialty We are And really a variety of other actions. I 19 20 JEFF KRAUT: Thank you. Where to begin. Dr. Berliner. 21 22 HOWARD BERLINER: Thank you for that presentation. Two 23 questions; it seems that the all-payer database would solve your 24 denominator problem. 25 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 NANCY AGARD: Page 85 It should. 2 3 HOWARD BERLINER: Ok. And the second question is, are 4 you aware of any practitioners who have been reported to OPMC as 5 a result of not reporting? 6 7 NANCY AGARD: Yes. I’m aware of practitioners who have 8 been reported to – we have reported practitioners to OPMC for 9 both not reporting as well as care related concerns. 10 11 12 JEFF KRAUT: Mr. Booth – Mr. Levin and then Mr. Booth. Sorry. 13 14 ART LEVIN: So, thank you. And having been involved 15 with this issue since 2000 or maybe before, it’s nice to see 16 some data coming out. 17 more understanding we have that we don’t really know what’s 18 going on. 19 does office-based surgery outcome, the outcomes compare to in- 20 hospital facility outcomes? 21 question, right? 22 know, had a feeling of what went on in offices was riskier than 23 what was happening in an inpatient setting with more, which was 24 regulated and had more support staff and had more infrastructure 25 available to deal with crises, but at the end of the day we Of course, the more data we have, the And the big issue, one of the big issues has been how www.totalwebcasting.com And that’s sort of an interesting Those of us who really supported this, you 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 86 1 still don’t know. 2 risk having an office-based procedure or having the same 3 procedure in an inpatient facility or in a licensed article 28 4 facility, and I think that’s really important key data that we 5 have to find out. I don’t know how we get there, but I think 6 that’s really, for me, one of the critical questions. You know, whether patients are at greater 7 8 9 NANCY AGARD: And actually, can I respond to that? And actually there was a recent article – I should say, actually a 10 couple things. When we did the literature review for the 11 ambulatory services reform paper and looked at outcomes and 12 studies that had been done, the literature is sort of is all 13 over the place. 14 this, we don’t need that. 15 from the national perspective, however, what we are trying to do 16 and what the plan is to do is to try to take a look at maybe one 17 procedure, what do the outcomes from colonoscopies from office- 18 based surgery because we have to start small, and what do they 19 look like when they were done in ambulatory surgery centers, or 20 some sort of licensed facility? You need to look at, you know, 21 the questions we’d like to answer is what do these patients look 22 like in one setting versus another? 23 in a licensed facility versus the, versus an office private 24 practice? 25 settings? Are their outcomes the same? Are their complications It’s better here, it’s not good there, we need So New York is no sort of different Are they really more(sick) Are they being triaged differently to different www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 87 1 or diagnoses the same? 2 and that we’re early inserting our way down that road. Those are questions that we’re asking 3 4 5 JEFF KRAUT: Mr. Booth and then Dr. Bhat and then Dr. Kalkut. 6 7 CHRIS BOOTH: So, my comments were going to be along the 8 lines of Mr. Levin’s comments that you know, developing data is 9 good but without context it’s almost meaningless and we need 10 context here, and he asked the key question; what’s the rates 11 compared to an ASC? What’s the rates compared to an outpatient 12 hospital setting, and without that information we don’t know 13 whether 200+ deaths on the vascular is something to be very 14 concerned about or not. 15 number that came out of your analysis and I do believe there’s 16 ways to get at that at other facilities to see rates in 17 comparison. I feel somewhat, once you put a number like that on 18 the table, how do you just walk away and say we don’t know the 19 answer to the question and you know, we’re working on it over 20 time. 21 and get to an answer as soon as you can. I would say it’s the one compelling I do think that that screams for some focus and attention 22 23 JEFF KRAUT: Dr. Bhat. 24 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 Page 88 DR. BHAT: This is probably a good first step. I think the 2 problem is going to be getting the denominator data for the 3 office-based. 4 surgery, the best comparison probably would be to compare an ASC 5 to office-based, not a hospital to an office-based, because 6 there is a 7 someone who has cardiac problems, it’s very unlikely that we’re 8 going to do it in an office-base. 9 in a hospital. Going back and talking about vascular access bias because most of the time we do have It’s much more likely to be So the best comparison would be go in and take a 10 look at am-surg and compare it with office-based. 11 that comes out getting the denominator data, Mr. Kraut already 12 had suggested saying that we don’t want to have more 13 regulations, how exactly going to 14 taking one or two procedures and trying to compare them head to 15 head in am-surg which is regulated versus office-based, probably 16 the right way to go. And issue your suggestion 17 18 JEFF KRAUT: Dr. Kalkut. And then we’ll come back. GARY KALKUT: I agree with the previous comments and I 19 20 21 think your data is excellent to the limit of what you have and 22 provocative, and a focused review, I realize that the all-payer 23 database might, will help, but focus review on end stage renal 24 patients for instance who are getting these vascular access may 25 be helpful in advance of that, if it can be done. www.totalwebcasting.com I don’t know 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 89 1 how much individual deaths are looked into, but certainly those 2 are patients often with chronic illness and look like a 3 mortality, 45 percent of the mortality was happening within 4 three days of the procedure, and to my mind those are two 5 questions, was it related to the procedure or should the 6 procedure should have been done on someone who was terribly 7 sick, but you don’t know they answer to that until you look 8 directly. 9 the patient. And context being denominator and characteristic of 10 11 JEFF KRAUT: Dr. Boutin-Foster, then Dr. Strange. 12 13 CARLA BOUTIN-FOSTER: Thank you. As our Chairman said, 14 I don’t know where to begin because these numbers are pretty 15 striking. 16 really comprehensive study that looks at the place where it’s 17 being done in terms of the personnel, how well-trained are they, 18 how well equipped they are to carry out these procedures as well 19 as looking at the co-morbidity of the individual who’s having 20 the procedure because you mentioned age, but we don’t know 21 anything about their co-morbidity racial, ethnic, demographics, 22 who are the individuals who are likely to go to an outpatient- 23 based place rather than go to the hospital and are there 24 barriers that prevent them from going to the hospitals in the 25 first place that they would preferentially select an outpatient, So, I think if you’re thinking of a study, that a www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 90 1 an outpatient-based place? 2 of that. And also following-up patients. 3 procedure? How were you treated? 4 they’re required to report procedures that will result in an 5 admission to an outside facility, but if they come back for 6 something else to the same place, I don’t know if that’s being 7 reported. 8 have is how much of this information is being reported to the 9 public and also to primary care physicians, because as a primary So I think a study that looks at all You know, how was your What happens? So that was just a comment. Because as But the question that I 10 care physician I’m often ask to write the premedical clearance 11 for patients to have a procedure, and looking at this I must 12 honestly say that I’m going to think twice about that and really 13 ask where is the procedure being conducted. 14 engage all stakeholders, the public as well as the primary care 15 providers and other providers who are making the referrals or 16 recommendations, I think that we can get at not only an answer, 17 but also solutions. So I think if you 18 19 JEFF KRAUT: …then Dr. Martin. 20 21 DR. STRANGE: I have to tell you I’m very concerned about 22 the vascular numbers to the point that we have a fiduciary – a 23 safety responsibility as this committee and patient safety is 24 paramount and to just leave it, you know, to the end of this 25 meeting and wait for the next study to come out is very www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 91 1 concerning to me, to exactly your point as a primary care 2 physician also. And I think we need to do something immediately, 3 honestly, especially when it relates to the vascular study. 4 know, you can almost explain colonoscopies or at least you can 5 maybe understand it, but I’m not sure that we need to wait 6 three, four, six months and then come back and report this again 7 to see the same outcomes data understanding that the data as you 8 look in the New England Journal and other journals that have 9 come out on patient safety have been all over the place, but You 10 here we are in the State of New York, as this council which is 11 supposed to represent the public citizens in terms of insuring 12 their safety for whatever we do when we pass this that I am not 13 comfortable to say Mr. Kraut, that we should just let this go 14 for our next study for the next set of data. 15 do something now about at least that particular vascular problem 16 that we have here. I think we need to We can’t wait. 17 18 19 JEFF KRAUT: Let’s come back to that after everybody’s had an opportunity and then. Yes, Dr. Martin. 20 21 GLENN MARTIN: So this just seems to be one of those 22 situations we have lots of data, not much information, because 23 it’s just, you’re missing parts of it and you’re fully aware of 24 it. 25 reported which obviously are the end result that one is most I guess one thing I wasn’t sure of; the deaths that you www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 92 1 concerned about, how many of those occurred in hospital? 2 Because you mentioned that a lot of them didn’t seem to have 3 transfers in admissions because those obviously if they occurred 4 in a hospital, you’ve got a hospital chart, it’s an article 28, 5 it’s a lot easier to go in and investigate. 6 quicker general feeling for the severity of that and what were 7 the contributing factors and how much of it, it may be a way of 8 getting answers quicker and getting some information. 9 couldn’t figure out exactly – You can get a much But I 10 11 JEFF KRAUT: Ms. Agard, I don’t think you have to answer 12 that because I think it’s more generic about the quality of the 13 data, but you know, there’s a lot of curiosity. Any other 14 people, then I want to kind of suggest course of action. Dr. 15 Rugge. 16 17 JOHN RUGGE: Just a couple of more technical questions 18 by way of how we’re able to drill down with the data we have 19 now. 20 account for these deaths? And we would identify which specific vascular procedures 21 22 NANCY AGARD: We have started to do our analysis of at the 23 procedural level, the majority of the procedures that are done 24 are of the multiple procedure angioplasties and the multiple 25 procedure thrombectomies, which historically if you look at the www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 93 1 literature the thrombectomies are the ones that are associated 2 with the most significant negative sequelae and that is what our 3 data looks like. It’s not different from that. 4 5 JOHN RUGGE: What about drilling down to specific 6 providers. 7 high number of adverse events, and is there any mechanism to do 8 a further investigation? Are you able to identify certain outliers who have a 9 10 NANCY AGARD: Oddly enough our vascular providers are one 11 of the best provider reporters. 12 have taken is we’ve done an analysis of the most, the biggest, 13 the most frequently reporting vascular group, and we met with 14 them about their data and walked through what our concerns were 15 with them, asked them some questions about what they were doing, 16 what they weren’t doing, made some suggestions about 17 developmental policy as far as inclusion and exclusion criteria 18 as far as patient selection. Those kinds of things. 19 sort of mid-process with them relative to that. One of the actions we actually So we’re 20 21 22 JEFF KRAUT: Ms. Agard, I think what he’s asking, is this one group represents 50 percent of the deaths? 23 24 25 NANCY AGARD: I can’t tell you what percent. There is one group that is a very large group that has probably seven, eight, www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 94 1 ten locations that is the primary vascular access adverse event 2 reporter. 3 4 JOHN RUGGE: Just a follow-up as well. I mean, to follow 5 up on Dr. Strange and other comments, clearly there’s a big 6 concern and I would think that sharing this information broadly 7 to include for example our legislators so that they can be aware 8 of this and lack of available information and have any 9 suggestion from them about how to collect better data. 10 11 12 JEFF KRAUT: wrap this up. …and then Dr. Strange, and then I’d like to I want to make a comment. 13 14 DR. STRANGE: So again, just to understand the provider 15 groups in the community in terms of generic could be 16 interventional radiologists, could be cardiologists, and could 17 be vascular surgeons. 18 doctors doing these. You may have a primary who’s going for a 19 course, but a lot of them have just gone for a course for a 20 weekend to go do – you have cardiologists now opening up renal 21 arteries, you have interventional radiologists that’ll open up 22 any artery. You know, you have – I’m being a little facetious 23 but it’s true. 24 to do a lot of this work because that’s what they’ve been 25 trained to do and this is a mish-mosh. And I think we have a www.totalwebcasting.com That’s the majority of the group of You have vascular surgeons who have been trained 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 95 1 responsibility here to stop the mish-mosh until we get the data 2 in whatever format that we want to get it in, but I don’t think 3 we can wait to get it. 4 5 6 JEFF KRAUT: OK. So, I’ll ask, do you want to respond? NANCY AGARD: As far as the ESRD population, I have two OK. 7 8 9 quality improvement groups within the advisory group that we 10 have. 11 group believes that the best way to identify what’s going on 12 with these death numbers is really to just get the USRDS data 13 and look at it because we have such an art – what we have here 14 is adverse events. 15 procedures, we don’t know a lot. It’s the first time that this 16 sort of observation has been made, and we’ve talked to people at 17 USRDS. We’ve talked to other national experts. 18 need to get the study going. 19 in the meantime. 20 foray with the data. 21 expansive than what you have here that should be posted 22 relatively soon, but it’s also an initial analysis. It’s not our 23 full analysis. One based on GI, and one based on vascular. The vascular We don’t have, we don’t know the numbers of So we really do I’m not saying not to do anything We are getting out – this is our first sort of We have a report that is somewhat more 24 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 JEFF KRAUT: Right. Page 96 And I think that’s the essence here 2 is bad data drives bad policy, and we have to be clear about it, 3 and you know, we do deeply appreciate you go this to this point 4 and brought this into this room. The fact of the matter is we 5 created this policy because we knew something was wrong. 6 knew there was an issue here from anecdotes and some high 7 profile deaths in office-based surgery that gave you know, birth 8 to this policy and the process we went. 9 also insisted that data be collated, presented, but obviously we We When we did that we 10 maybe we didn’t go far enough. 11 time to the data that we have here. 12 981 practices reporting 2000 or more adverse events which 13 resulted in 257 deaths. 14 setting was presented with this information our quality people – 15 this would be day and night the priority at our governance level 16 of what happened, why did it happen, give me the data, I want to 17 create a new policy. 18 requirement. 19 the solution. 20 reading it wrong, we are going to have to – we want to drive 21 along with the department the investigation and understanding of 22 the information so we can create good policy. The point that I 23 think Dr. Rugge made is if the legislature were aware of those 24 numbers on the face of it, they might’ve acted on our 25 suggestions. There is limitations at that On the face of this we have If any one of us in an institutional I have to change. So I understand the So we own the policy, we own the outcomes, we own So I think what you’re hearing and unless I’m The fact is we don’t know what the numbers mean, www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 97 1 so I wouldn’t want to act out of context. 2 lot of examples where we had, you know, you could do a match 3 control in an AS – we have the claims. 4 particularly in the vascular because they have a higher age, 5 because they’re ESRD, because they’re Medicare and/or dually 6 eligible Medicaid, we have all the claims data. 7 med-par database and we have the Medicaid database that the 8 state owns. 9 patients to understand that. I mean, there are a I would suspect We have the We could probably get a good sample of those We just need to get you the 10 resources, the time, and the effort to do that. 11 the issue. 12 you just – so everybody can hear. So, what I would – yes? That’s really Dr. Levin, Mr. Levin could 13 14 ART LEVIN: I remember when the data first began to flow 15 that the Department was not only surprised by the numbers but by 16 the severity of some of the incidents. 17 look at this. 18 but we could look at severity. In other words, are there things 19 happening that we can compare severity levels inpatient article 20 28, am-surg, and office-based? 21 this. That’s another way to I mean, we may have a problem with getting rates, It may be a quick way to do 22 23 JEFF KRAUT: Right. And ‘cause if we can get good data 24 to understand the site issue that you just raised, then we may 25 come back and say very quickly office-based surgery shouldn’t www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 98 1 occur for these procedures because of some of the evidence and 2 there has to be evidence-driven, but it can’t be done in a 3 casual way. 4 few weeks. 5 committee or at the – because I do think this is a planning, 6 public health, name it, but we need some committee to put this 7 in and drive the process, and so I will leave it up to the 8 Department of Health, just not to be proscriptive and to be a 9 little more thoughtful that the Department of Health is to That’s the issue. So we have a meeting again in a What I’d like to do is – should we put this in a 10 return to us before the committee meeting day with their 11 recommendation as to which group should get involved in this. 12 What we’d like to have is a plan on how we’re going to analyze 13 this and a timeframe to report back to us that’s reasonable. 14 also think quality resources of the healthcare industry are 15 collective institutions will make themselves available with that 16 particular expertise. 17 societies would similarly do, nephrologists – you know, I think 18 the community here when confronted with this information would 19 more than willing to volunteer and support it both on analytic 20 but over the oversight of the Department to make sure we find 21 that and I’m hoping I’ll leave the Department though to come 22 back rather than just be flippantly over proscriptive you know, 23 just having seen this. 24 more and I would ask any one of the members to communicate with www.totalwebcasting.com I I think the people, probably the surgical I just want to think about it a little 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 99 1 the Department direction, but probably collectively we’d like to 2 know what you’re saying and thinking. Yes, Dr. Martin. 3 4 GLENN MARTIN: No, while you were talking the other 5 resource that dawned on me might be useful is you have the three 6 accreditation bodies that are certifying these people as knowing 7 what they’re doing, and clearly they would have some interest in 8 what the output is and the like. 9 mentioned, the joint would be all over us in one of our Certainly the joint as Jeff 10 hospitals if we had outcomes like this and they were aware of 11 it. 12 helping. So I think they may also be a little bit energetic in 13 14 JEFF KRAUT: And if the State was – you’d send in a 15 surveyor. 16 that, and that’s the issue with office-based surgery. 17 know. 18 Kalkut and then I’d like to kind of move on with the agenda. But 19 I just want to make sure – well, Dr. Kalkut why don’t you do it 20 and I’ll have the final word. Immediately. And that’s the type of level – see It’s you We’re trying to grab it and we don’t have controls. Dr. 21 22 GARY KALKUT: I think the analogy to what would be done 23 with an organized quality program where you just stop and try to 24 figure out why this is happening with the goal really to make 25 sure it doesn’t happen again. www.totalwebcasting.com There’s something preventable in 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 100 1 this and I think that pace needs to be adopted in looking at 2 this problem. 3 4 JEFF KRAUT: And I think in the absence of those 5 mechanisms, this council has, I think as Dr. Strange said, a 6 responsibility and we’ve never exercised that responsibility but 7 today we will. 8 out there, you know, so, but I think I’ve given enough latitude 9 to come back, so without being overly proscriptive, is everybody So, does anybody, I mean – I say, I threw a lot 10 comfortable with that approach? 11 anything? 12 committee, the next committee day in September, and we will 13 report back two weeks later as to what heard, and it will be on 14 every agenda until we achieve a new policy. 15 Thank you so much. And we do appreciate all the effort you put 16 into that and the rest of the Department. 17 18 Is there any modification or So, we will, it’ll be on an agenda of the appropriate Is that fair? Ok. Now I’d like to call on Dr. Gutierrez to present the regulations for our action. 19 20 ANGEL GUTIERREZ: Nothing in this report will have the 21 amount of(caffeine) you have received up until this point. 22 Angel Gutierrez. 23 Legislation Committee. 24 for emergency adoption children’s camps proposed regulations. 25 The Committee considered an emergency amendment to subpart 7.2 www.totalwebcasting.com I’m I’m the chair of the Codes, Regulation, and We met on July 24, and we present to you 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 101 1 of the State Sanitary Code with regard to summer camps. 2 proposed amendments are necessary to implement the law that 3 established the New York State Justice Center for the Protection 4 of People with Special Needs. 5 new definitions for reportable incidents such as abuse, neglect, 6 and other significant incidents, and requires camp staff to 7 report incidents to the Justice Center and the local health 8 department. 9 since June 30, 2013 and there is no change to the versions that The The proposed regulation contains These emergency amendments have been in effect 10 the Council has previously approved. 11 provision expires in mid-September and the emergency regulation 12 is needed to ensure that safeguards remain continuously in 13 effect until the present version is adopted. 14 Committee meeting Mr. Shea from the Department recognized 15 concerns previously expressed by the Committee as well as the 16 Full Council that there have been a number of emergency 17 adoptions and the permanent rule is not yet in place. 18 reiterated the importance of making sure that the permanent 19 regulation issued by the Department are consistent with those to 20 be promulgated by the Justice Center which have not yet been 21 finalized. 22 contact with the Justice Center to be on top of developments and 23 will propose a permanent regulation as soon as possible. 24 addition, Mr. Shea noted that the Department’s camps safety 25 advisory council met in April of this year to discuss the The current emergency At the Codes Mr. Shea Mr. Shea assured us that the Department is in www.totalwebcasting.com In 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 102 1 emergency regulations. The body is going to discuss the 2 regulations further and report to the Department in October, but 3 in the meantime, move to recommend that the Department continue 4 moving forward with the emergency regulations. The Committee 5 unanimously voted to recommend adoption to the Full Council, and 6 I so move. 7 8 9 JEFF KRAUT: Motion, I have a second by Dr. Berliner. Is there any discussion or any questions? 10 11 12 ANGEL GUTIERREZ: And Tim Shea from the Department is here, so if you have any questions he can address. 13 14 JEFF KRAUT: Hearing none I’ll call for a vote. 15 those in favor, aye? 16 [Aye.] 17 Opposed? Abstaining? All The motion carries. 18 19 ANGEL GUTIERREZ: For adoption also is a proposed 20 regulation for the State Planning and Research Cooperative 21 System, SPARCS. 22 update the provisions related to SPARCS. 23 regulatory revisions were two; delete obsolete language such as 24 outdated terminology and data elements. 25 regulation, regulatory provisions reflect current practices. www.totalwebcasting.com It is a proposal to amend section 400.18 to The objective of the Ensure that the 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 103 1 Add new provisions including provisions for mandated outpatient 2 services data collection. 3 inaccuracy, and improve access to data consistent with all 4 applicable privacy rules and regulations. The proposed 5 regulation was published in the State register for public 6 comment on August 28, 2013. 7 that time, the proposal was further revised. Among other things, 8 more detail was included about the new data review committee 9 which would replace the data protection board. The Department 10 republished the proposed revisions on June 11, 2014 and there 11 were no comments received. 12 recommend adoption to the Full Council, and I so move. Promote data completeness, In response to comments received at The Committee unanimously voted to 13 14 15 JEFF KRAUT: I have a motion. I have a second. Dr. Bhat. Is there any questions? 16 17 18 ANGEL GUTIERREZ: And Ms. Conroy from the Department is here to answer questions as needed. 19 20 JEFF KRAUT: 21 I’m sorry, Dr. Martin. Are there any questions or any discussion? 22 23 GLENN MARTIN: So, I’ll just reiterate the comment I made 24 earlier that I think overall it’s a good regulation moving in 25 the right direction. I still remain concerned that the new data www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 104 1 review committee I believe is what it’s called, consists of only 2 three people, two of which are – I mean as a minimum – I believe 3 consists of three people, two of whom are employees of DOH. 4 There’s no indication about the need for anyone who has any 5 particular expertise in the increasingly ease of re-identifying 6 data and doing much more with big data than is currently 7 envisioned. So I remain concerned by that particular thing. I 8 realize that it’s in the Commissioner’s hands. 9 has a latitude to expand it, show the necessary expertise He apparently 10 informing the Committee and the like, so I am, I remain 11 concerned about that and I know this is going to go through, so 12 I just hope that the Commissioner does a good job in selecting 13 that committee going forward. 14 15 JEFF KRAUT: Ms. Conroy, you just have any comment on 16 that, or was there any follow-up subsequent to those comments 17 being made at the Committee? 18 And just identify yourself for the sake of… Could you just use the mic please. 19 20 MARYBETH CONROY: Mary Beth Conroy from the New York 21 State Department of Health. Yes, the comments from the previous 22 council meeting were duly noted and we’re currently forming our 23 governance policies and reviewing them internally and taking 24 into consideration that when we do create this board to review, 25 the committee to review the data request that we will make sure www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 105 1 that the membership is fully – their skills and expertise are 2 all fully representative of what’s needed to protect this highly 3 confidential data. 4 5 6 JEFF KRAUT: Thank you. none I’ll call for a vote. Any other questions? Hearing All those in favor, aye? 7 8 9 [aye.] Opposed? Abstention? The motion carries. 10 11 ANGEL GUTIERREZ: For adoption also is the adult day 12 healthcare programs and managed long term care proposed 13 regulations. 14 day healthcare programs to contract and work effectively with 15 managed long term care plans and care coordination models. As 16 more Medicaid recipients are required to enroll in managed long 17 term care plans and care coordination models. 18 will specifically allow a managed long term care plan or care 19 coordination model to order less than the full range of adult 20 day healthcare services to a particular enrollee based on an 21 enrollees individual medical needs as determined by the 22 comprehensive assessment performed by the managed long term care 23 plan or care coordination model. The managed long term care plan 24 could then enter into reimbursement agreement with the adult day 25 healthcare program operator to take into account the registrants This measure would amend part 425 to enable adult www.totalwebcasting.com This proposal 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 106 1 receipt of less than the full range of adult day healthcare 2 services. 3 healthcare services as well as individuals requiring less than 4 the full range of adult day healthcare services to receive 5 services in the adult day healthcare program. 6 has developed the proposed revisions to the current rule based 7 on numerous comments and has worked with the associations in the 8 New York State Office for the Aging. The Department received 130 9 comments during the most recent public comment period; 128 of This would permit individuals requiring adult day The Department 10 those in support and two in opposition. 11 opposition expressed issues with managed long term care plans 12 and Medicare managed long term care plan reimbursements, and 13 other issues outside of the scope of this rule. The committee 14 unanimously voted to recommend adoption to the Full Council and 15 I so move. Public comments in 16 17 18 JEFF KRAUT: I have a second, Dr. Berliner. Is there any questions? 19 20 21 ANGEL GUTIERREZ: Ms. Olhardt is here from the Department to answer questions. 22 23 24 JEFF KRAUT: Hearing none I’ll call for a vote. All those in favor, aye. 25 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 [Aye.] 2 Opposed? Abstention? Page 107 The motion carries. 3 4 ANGEL GUTIERREZ: For discussion, flu mask proposed 5 regulations. 6 healthcare personnel who have not been vaccinated against 7 influenza to wear a mask during the influenza season. The 8 Department has received feedback from facilities that are 9 subject to this regulation since it was implemented and Section 2.59 of title 10 of the NYCRR requires 10 determined that it would be helpful to refine certain provisions 11 of the existing regulation and make it easier to facilities to 12 comply. 13 keep terms such as “patient” or “resident” and influenza 14 vaccine. 15 requirements into alignment with those of other vaccines. 16 Allowing facilities to accept that the stations from contractors 17 or professional schools that individuals have been vaccinated. 18 Clarifying that the vaccinations apply to facilities where 19 patients or residents are typically present at the facility and 20 eliminating the mask requirement when covered personnel 21 accompany patients in the community or when the personnel 22 provides speech therapy or communicates with someone who lip 23 reads. 24 Association spoke in support of the amendments and discussed the 25 resources that go into enforcement of these regulations. The proposed amendments include; adding definitions to Modifying documentation requirements to bring Susan Waltman of the Greater New York Hospital www.totalwebcasting.com The 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 108 1 proposed regulation is entering into the 45 day public comment 2 period. 3 for adoption. Emily – Dr. Luterlaw from the Department Office of 4 Public Health is available to answer any questions from Council 5 members. Once finalized the permanent version will be presented 6 7 8 JEFF KRAUT: Are there any questions or discussions? Dr. Bhat. 9 10 DR. BHAT: This particular issue about flu vaccination, a 11 few years ago it was brought in and there was a court case in 12 which they said we don’t have to ask employees to get, if they 13 refuse. 14 arena they’re going to be bringing it back and they’re going to 15 be putting a penalty on those who do not comply as to how many 16 healthcare personnel is going to be vaccinated. 17 it’s a proposal and there is, asking for comments on that. 18 do we do in a situation like that when it becomes, Medicare says 19 you have to do it this way? 20 other alternatives to encourage, not encourage, force employees 21 to get vaccinated? There’s a proposal by Medicare, in 2018 in dialysis It’s under – What Can we go back and see whether any 22 23 JEFF KRAUT: From, you know, the policy here, and maybe 24 someone from the Department wants to make this point – but maybe 25 not – so the issue here is the journey we’ve had on vaccination www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 109 1 and the State you know, and that court case never was 2 adjudicated, it was dropped as ‘cause the regulation wasn’t 3 fully implemented, but in the most recent set of regulations, 4 you know, we are getting significant support within the 5 institutions, and I think we hit somewhere in the 80s of 6 vaccination of health personnel. I suspect a federal regulation 7 like that would similarly maybe be challenged, but also it would 8 be helpful because it all reinforces you know, the recognition 9 of what we need to do as health providers to protect the safety 10 and the health of our patients. So I think that’s something we 11 probably should be taking a look at and see how it affects and 12 maybe let the, Dr. Birkhead when he comes back, maybe he can 13 speak to that more directly another time. 14 Any other questions? All those in favor, Aye? 15 16 ANGEL GUTIERREZ: There is no vote. No vote. 17 18 19 JEFF KRAUT: No vote. All those in favor of that’s the end – is that the end of the – go ahead. 20 21 ANGEL GUTIERREZ: 22 proposed regulations. 23 proposal were declared by Mr. Levin, Dr. Martin, and Mr. Kraut. 24 The proposed regulations would establish the structure of the 25 State Health Information Network of New York, also known as www.totalwebcasting.com Last item for discussion is the SHIN-NY Disclosures of interest regarding this 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 110 1 SHIN-NY to safeguard the security and confidentiality of patient 2 health information, specifically the proposal would; establish a 3 fully transparent SHIN-NY governance structure; require 4 certification process for entities that would be entrusted to 5 facilitate the sharing of personal health information; solidify 6 a statewide collaboration process and SHIN-NY’s policy 7 standards, require providers regulated by the Department 8 utilizing a certified electronic health record or EHR to 9 participate in the SHIN-NY and share patient information and 10 clarify patient rights and the consent model regarding their 11 health information. 12 Smith of the Department and discussion among committee members 13 regarding aspects of the regulation particularly regarding 14 patient consent. 15 Hospital Association spoke in support of the proposed 16 regulations, particularly regarding accountability through 17 defining roles and responsibilities. 18 is important for the SHIN-NY to support federal requirements for 19 meaningful use and provide clarification on community consent. 20 This proposal is entering into the 45 day public comment period. 21 Once finalized, the permanent version will be presented for 22 adoption. 23 Safety has joined us over the phone to answer any questions from 24 Council members. There were a number of questions for Mr. Susan Waltman from the Greater New York She also stressed that it Steve Smith from the Office of Quality and Patient 25 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 2 JEFF KRAUT: Page 111 OK, so this is an adoption of – this is—is going to come back to us for adoption. 3 4 ANGEL GUTIERREZ: That is correct. Yes. 5 6 7 JEFF KRAUT: So, we’re not voting. But we are taking comments. 8 9 GLENN MARTIN: Not a comment, just a quick question. If I 10 was paying attention this morning, so the clock hasn’t started 11 yet? It’s still going through its umpteenth review and we’re not 12 ready to publish it? 13 14 JEFF KRAUT: The 45 days – Steve? You want to just make 15 the point – the clock hasn’t started on the rule because it 16 hasn’t been published yet, right? 17 published? This action permits it to be 18 19 STEVE SMITH: That is correct. We anticipate that it will 20 be introduced into a 45 day comment period probably within the 21 next two to three weeks. 22 comment period the Department will consider the comments – there 23 are substantive changes that are made to the regulation, it’ll 24 then go back out for 30 day comment period after which point it 25 would be adopted as regulation. www.totalwebcasting.com At that point after the 45 day public 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 112 1 2 JEFF KRAUT: OK, Steve, I’m just going to repeat a 3 portion of that because we didn’t have you on speaker. 4 didn’t have you on the mic. But essentially it will initiate the 5 process of the 45 day, they’re going to introduce it shortly and 6 then it’ll get published, it’ll take comments, then another 30 7 days follow-up and then it will come back to the Council. 8 there’s a couple of bites at the apple, if you will, through a 9 variety of venues in the State. Any other questions? OK. 10 We So Thank you. 11 12 13 ANGEL GUTIERREZ: Mr. Chairman, that concludes my report. Thank you. 14 15 JEFF KRAUT: 16 Next I’m going to call on our final report for Mr. Booth to Thank you very much Dr. Gutierrez. 17 give the report on the project review recommendations and 18 establishment actions. 19 on the conflict policy, the members and the Council and most of 20 our guests and some of our new members may not understand that 21 what we do is we reorganize the agenda differently than you had 22 seen it at the committee meeting and we essentially do it on the 23 topics or categories reflecting our roles and responsibilities 24 and in doing so what we’ve done is we’ve batched applications 25 where there was not a conflict, where there’s unanimous vote or www.totalwebcasting.com Before I do so I just want to make aware 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 113 1 no discussion. And you have the right as we call the batch, you 2 could say one, “I made a mistake, I do have a conflict,” and Mr. 3 Booth, he will stop and will pull that out of the batch, you’ll 4 leave the room if you have a conflict and then he’ll call the 5 rest of the batch, so you have the right, if some awareness 6 occurred you could reconstitute the batch on the fly, so to 7 speak, and so please take a look at this as we call it. If 8 there’s any issue, bring it to our attention, and then with that 9 as an introduction, I turn it over to our chairman. 10 11 12 CHRIS BOOTH: Thank you. The Committee met on July 24 to consider the following applications. 13 Application 132378C, Samaritan Hospital. Interest declared 14 by Ms. Fine. 15 pavilion and renovate 11,900 feet of Samaritan Hospital. 16 Additionally 60 beds will be transferred from St. Mary’s 17 Hospital to Samaritan via Intra network Bed Transfer and 18 decertify 15 chemical dependency detox beds. 19 Department and the Committee recommend an approval with a 20 condition and contingencies, and I so move. Construct a six-story square, 191,000 square foot Both the 21 22 JEFF KRAUT: 23 any discussion. 24 vote. I have a second, by Dr. Gutierrez. Is there Any questions? Hearing none, I’ll call for a All those in favor aye. 25 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 Page 114 [Aye.] 2 Opposed? Abstain? The motion carries. 3 4 CHRIS BOOTH: Application 141159C, St. Mary’s Healthcare 5 Amsterdam Memorial Campus. 6 outpatient pavilion at Amsterdam Memorial Campus. Interest 7 declared by Ms. Fine. Both the Department and the Committee 8 recommended approval with conditions and contingencies. 9 note that we all received a letter in opposition from people Construct a 40,000 square foot 10 that had testified at the Committee meeting. 11 the Committee again, approved, recommend approval with 12 conditions and contingencies, and I so move. I will The Department and 13 14 JEFF KRAUT: I have a second, Dr. Gutierrez. 15 any questions for the Department? 16 vote. Is there Hearing none I’ll call for a All those in favor aye. 17 18 [Aye.] 19 Opposed? 20 I’m sorry, Dr. Martin abstained. 21 And Dr. Rugge abstained. 22 Abstention? The motion carries. Do I have enough affirmative votes? 23 (17) 24 OK. Motion passes. 25 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 CHRIS BOOTH: Page 115 I will batch the next two applications. 2 Application 132296C, University Hospital. 3 cardiac catheterization laboratory and PCI service with John T. 4 Mather Memorial Hospital to be located at Mather. 5 and the Committee recommend approval with a condition and 6 contingencies. 7 Certify a joint adult Department Application 132297C, John T. Mather Memorial Hospital of 8 Port Jefferson New York. 9 catheterization laboratory and PCI service with Stony Brook Certify a joint cardiac 10 University Hospital to be located at Mather. Both the Department 11 and the committee recommend approval with conditions and 12 contingencies, and I move both. 13 14 15 JEFF KRAUT: I have a second Dr. Gutierrez. Is there any questions? All those in favor aye. 16 17 [Aye.] 18 Opposed? Abstention? The motion carries. 19 20 CHRIS BOOTH: 21 Pediatric Center. 22 new pediatric RHCF beds for a new total of 169 certified beds. 23 Department and the Committee recommend approval with conditions 24 and contingencies, and I so move. Application 132369C, Elizabeth Seton Renovate and expand facility and ad 32 net 25 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 2 JEFF KRAUT: questions? Page 116 I have a second, Dr. Berliner. Is there any All those in favor aye. 3 4 [Aye.] 5 Opposed? Abstention? The motion carries. 6 7 CHRIS BOOTH: 8 Home and Rehab Center. 9 Carver-Cheney. Certify net new pediatric residential healthcare 10 facility beds and construct an addition to accommodate the new 11 beds. 12 with conditions and contingencies, and I so move. Application 132257C, Sunshine Children’s And abstain/interest declared by Ms. Both the Department and the Committee recommend approval 13 14 15 JEFF KRAUT: discussion? I have a second, Dr. Gutierrez. Any All those in favor aye. 16 17 [Aye.] 18 Opposed? Abstention? The motion carries. 19 20 CHRIS BOOTH: Application 141137B, Blythedale Children’s 21 Hospital. 22 dependent residential healthcare facility. Both the Department 23 and the Committee recommend approval with conditions and 24 contingencies, and I so move. Establish and construct a 24 bed pediatric ventilator 25 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 2 JEFF KRAUT: any discussion? Page 117 I have a section, Dr. Gutierrez. Is there All those in favor aye. 3 4 [Aye.] 5 Opposed? Abstention? The motion carries. 6 7 CHRIS BOOTH: Application 132145E, The Rye ASC. Transfer 8 membership interest to 57 new members at .78 percent each and 9 withdraw five existing members. I will have two related motions 10 in regard to this application. One is on the application itself. 11 The second will relate to conversation on this application at 12 the Committee meeting where there was considerable conversation 13 about the charity care expectation and how to handle it when it 14 was expected not to be met and the applicant in this case had 15 discussed with the Department a proposal and it was the 16 Committee’s determination it would be better not to do it as on 17 an ad-hoc basis but instead create a policy. 18 motion, when I get to it, will relate to how do we do that. But 19 first I would like to say that both the Department and the 20 Committee recommend approval with conditions and contingencies, 21 and I so move. So if a second 22 23 JEFF KRAUT: I have a second by Dr. Gutierrez on the 24 first motion, and that’s the Rye ASC. 25 Hearing none, I’ll call for a vote. www.totalwebcasting.com Is there any discussion? All those in favor aye. 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 118 1 2 [Aye] 3 Opposed? Abstentions? The motion carries. 4 5 CHRIS BOOTH: The second motion is a motion that an ad-hoc 6 subcommittee be established to review the charity data relating 7 to ASC facilities and develop recommendations regarding ways the 8 charity care obligations of this facility may be satisfied. 9 That’s the motion. 10 11 12 JEFF KRAUT: I have a motion. Second, Dr. Gutierrez. You want to make mention who’s going to chair the subcommittee? 13 14 CHRIS BOOTH: Yeah, Jeff and I had talked to Peter 15 Robinson about chairing that committee and we would be looking 16 for volunteers to join that committee. 17 18 19 JEFF KRAUT: We asked him to chair it since he’s not at the meeting, and he could not say no today. Dr. Bhat. 20 21 DR. BHAT: I think when you came up with these numbers for 22 charity care or Medicaid percentage, I think it was over five 23 percent? 24 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 2 JEFF KRAUT: numbers. Page 119 Well, we didn’t actually come up with the We left it up to the applicants. 3 4 5 DR. BHAT: But a lot of things have happened since that time. 6 7 JEFF KRAUT: And I think that’s exactly the point. The 8 point here is a lot of the uninsured, which is charity care, may 9 have now qualified for insurance because of the Affordable Care 10 Act, and I think what we’re asking the subcommittee to do in a 11 more thoughtful data-driven way is to come up with a methodology 12 of what’s a reasonable expectation for those applicants that 13 we’ve given limited life approval where they’ve made a 14 commitment and have been unable to do – what’s the rational 15 expectation given where they’re located, the nature of what they 16 do, and the population that we’re trying to get access to 17 service. 18 19 DR. BHAT: One other issue that I have, when DSRIP came up 20 with this safety net institution that taken Medicaid plus dually 21 eligible and they came up with 35 percent, I’m pretty sure this 22 particular ASC is probably taking care of a lot of patients who 23 are dually eligible— 24 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 JEFF KRAUT: Page 120 Yeah, I mean, honestly, I mean, you could 2 say yes and you could also say if it’s focused on ophthalmologic 3 it’s going to be enormously skewed towards Medicare, so I think 4 what we’re – we’re just not making assumptions, we’re asking 5 Peter to do that, and we’re also asking if others want to 6 volunteer to serve on that committee – John? 7 8 JOHN RUGGE: I would volunteer. JEFF KRAUT: John will volunteer, and Dr. Bhat. 9 10 11 12 DR. BHAT: I would like to be on. 13 14 JEFF KRAUT: Dr. Berliner. Ms. Carver-Cheney. That’s 15 about it, guys. 16 two or three. 17 that probably either in aligning with the committee days or we 18 may do what we did before. 19 meeting and we’ll see. Maybe it’ll be done by phone or 20 telephonically, whatever the regulations permit. 21 that motion with Peter chairing it. The Department of Health 22 will draft the charge statement, and it’ll be reviewed and we’ll 23 share it back with the Council. Could I have a vote. 24 in favor, aye. I’m closing the – because we were thinking of But not another committee day. So he’ll schedule We did an ad-hoc day or an ad-hoc So we have All those 25 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 [Aye.] 2 Opposed? Abstention? Page 121 The motion carries. And did you 3 guys take, you guys record who the names are? If not, roll the 4 tape back. 5 6 CHRIS BOOTH: Application 141190E, HHH Acquisition LLC, 7 d/b/a the Grove at Valhalla Rehabilitation and Healing Centers. 8 Establish HHH Acquisition LLC, d/b/a the Grove at Valhalla 9 Rehabilitation and Healing Center as the new operator of the 10 Hebrew Hospital Home of Westchester, located at 61 Grasslands 11 Road, Valhalla. Both the Department and the Committee recommend 12 approval with conditions and contingencies, and I so move. 13 14 15 JEFF KRAUT: I have a second, Dr. Gutierrez. All those in favor, aye. 16 17 [Aye.] 18 Opposed? Abstention? The motion carries. 19 20 CHRIS BOOTH: We have a certificate of amendment of the 21 certificate of incorporation of Allegheny Western Steuben Rural 22 Health Network Inc. Name change. Both the Department and the 23 Committee recommended approval, and I so move. 24 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 2 JEFF KRAUT: Page 122 I have a second, Dr. Gutierrez. Any discussion? All those in favor, aye. 3 4 [Aye.] 5 Opposed? Abstention? The motion carries. 6 7 8 9 CHRIS BOOTH: We have a batch of applications for home health agency licensures. 2151L, Seven Day Homecare 10 2254L, Constellation Private Duty. 11 1828L, Debbie Homecare Service. 12 1574L, Good Help at Home. 13 2110, High Standard Home care; 2124 Joy and Angels Homecare 14 Agency; 2458L, Westchester Family Care; 2425, Oceanview Manor 15 Home for Adults; 2310L, Sachem Adult Home and ALP; 2311L, 16 Southbay Adult Home; 2385, In Care Home Healthcare Group; 2392, 17 All Metro Aides; 2393L, All Metro Homecare Services of New York. 18 Both the Department and the Committee recommend approval of all 19 of these with a contingency and I so move. 20 21 22 JEFF KRAUT: I have a second, Dr. Berliner. Any discussion? All those in favor, aye. 23 24 [Aye.] 25 Opposed? www.totalwebcasting.com Abstention? The motion carries. 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 123 1 2 CHRIS BOOTH: I’m going to batch the next two 3 applications; 141168E, Cayuga Health System. Interest declared 4 by Mr. Booth. 5 parent/co-operator of Cayuga Medical Center and Schuyler 6 Hospital. 7 a condition and contingencies. 8 9 Establish Cayuga Health System as the active Department and Committee both recommend approval with Application 141283E, Lake Erie Regional Health System. Interest declared by Mr. Booth. Disestablish Lake Erie Regional 10 Health System as the co-operator/active parent of TLC Health 11 Network including hospitals, nursing homes, certified home 12 health agency and long term home healthcare program. 13 Department and the Committee recommend approval with a condition 14 and contingencies. Both the I move them both. 15 16 17 JEFF KRAUT: I have a second, Dr. Gutierrez. Any discussion? All those in favor, aye. 18 19 [Aye.] 20 Opposed? Abstention? The motion carries. 21 22 CHRIS BOOTH: Application 141090B, Schenectady Specialty 23 Services, LLC. 24 the room. 25 located at 2125 River Road, Schenectady. A conflict declared by Ms. Fine who is leaving Establish a diagnostic and treatment center to be www.totalwebcasting.com Both the Department 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 124 1 and the Committee recommend approval with conditions and 2 contingencies, and I so move. 3 4 JEFF KRAUT: 5 out of the room. 6 aye. I have a second, Dr. Gutierrez. Ms. Fine is Is there any discussion? All those in favor, 7 8 [Aye.] 9 Opposed? 10 Abstention? The motion carries. Please ask Ms. Fine to return. 11 12 CHRIS BOOTH: Going to batch a number of applications 13 here. 141172E, Hospicare and Palliative Care Services of 14 Tompkins County. 15 Palliative Care Services of Tompkins County as the new operator 16 of the Hospice, located at 11 Kennedy Parkway, Cortland. 17 Department and the Committee recommend approval with a condition 18 and a contingency. 19 Interest Mr. Booth. Establish Hospicare and Application 141128E, Comprehensive at Orleans, LLC. d/b/a 20 the Villages of Orleans Health and Rehabilitation Center. 21 Interest declared by Mr. Booth. 22 Orleans as the new operator of the Villages of Orleans Health 23 and Rehabilitation Center. 24 Committee recommend approval with a condition and contingencies. www.totalwebcasting.com Establish Comprehensive at Both the Department and the 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 125 1 Application 141140E, Cortland Acquisition LLC, d/b/a Crown 2 Center for Nursing and Rehabilitation. Interest declared by Mr. 3 Booth. Establish Cortland Acquisition LLC d/b/a Crown Center for 4 Nursing and Rehabilitation as the new operator of the Crown 5 Center for Nursing and Rehabilitation. 6 the Committee recommend approval with a condition and 7 contingencies. 8 9 Both the Department and Application 141212E, CCRN Operator LLC, d/b/a Focus Rehabilitation and Nursing Center at Otsego. Interest declared 10 by Mr. Booth. 11 of the Residential Health Care Facility and the long term home 12 health program both located at 128 Phoenix Mill Crossroad, 13 Cooperstown, currently operated by Otsego County. 14 Department and the Committee recommend approval with conditions 15 and contingencies. 16 Establish CCRN Operator LLC as the new operator Both the Application 141174E, Samaritan Home Health. Interest 17 declared by Mr. Booth. 18 new operator of the certified home health agency currently 19 operated by HCA Genesis located at 199 Pratt Street, Watertown. 20 Both the Department and the Committee recommend approval with 21 condition and contingencies, and I move the batch. Establish Samaritan Home Health of the 22 23 JEFF KRAUT: I have a second, Dr. Gutierrez. Any 24 discussion on any of these applications? All those in favor, 25 aye. www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 126 1 2 [Aye.] 3 Opposed? Abstention? The motion carries. 4 5 CHRIS BOOTH: We have a certificate of dissolution for the 6 Pluta Cancer Center. 7 Department and the Committee recommended approval, and I so 8 move. An interest declared by Ms. Hines. The 9 10 11 JEFF KRAUT: I have a second, Dr. Gutierrez. Is there any discussion? All those in favor, aye. 12 13 [Aye.] 14 Opposed? Abstention? The motion carries. 15 16 CHRIS BOOTH: Going to batch three home health agency 17 licensures. 18 Hines and Mr. Booth. 19 Interest declared by Ms. Hines and Mr. Booth. 20 Valley Services. Interest declared by Mr. Booth. 21 and the Committee recommend approval with a contingency and I 22 move the batch. 2199L, Catrels Pharmacy. Interest declared by Ms. 2102L, Lincolns Heart and Associates. 2021L Residential The Department 23 24 25 JEFF KRAUT: I have a second, Dr. Gutierrez. Any discussion? All those in favor, aye. www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 127 1 2 [Aye.] 3 Hold on….Opposed? 4 Abstention? The motion carries. Dr. Berliner. 5 6 7 HOWARD BERLINER: Just a question. What’s the numbering convention for – 8 9 JEFF KRAUT: Home health agency licensures? 10 11 HOWARD BERLINER: For home3… 12 13 14 JEFF KRAUT: Well, for dissolutions, dissolutions don’t get a number. 15 16 HOWARD BERLINER: No, 2199, 2102 – the licensures. 17 18 CHARLIE ABEL: They’re sequential numbers. As the 19 applications are submitted, they are assigned a sequential 20 number. 21 22 23 JEFF KRAUT: But they don’t have any relation to year like the CONs do. 24 25 CHARLIE ABEL: www.totalwebcasting.com No they don’t. 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 128 1 2 CHRIS BOOTH: Application 141164B, Glengariff Dialysis 3 Center, LLC. A conflict declared by Dr. Bhat who is leaving the 4 room. 5 operator of the existing six station dialysis center located at 6 141 Dosoris Lane, Glen Cove, currently operated as an extension 7 clinic by the Winthrop University Hospital Association. Both the 8 Department and the Committee recommend approval with conditions 9 and contingencies and I so move. Establish Glengariff Dialysis Center LLC as the new 10 11 JEFF KRAUT: I have a second, Dr. Gutierrez. Dr. Bhat has 12 left the room. If you recall there was data requested and who 13 would like to present that data? 14 Department of Health. It’s usually somebody from the 15 16 CHARLIE ABEL: I’m sorry. We, you asked for quality data, 17 and we were able to determine two things; one, we’re just doing 18 Glengariff at this time? 19 20 (yes) 21 22 OK. So, in the Glengariff application we say that Atlantic 23 Dialysis was indicated as an administrative consulting agreement 24 consultant and many of us know that Atlantic Dialysis operates 25 dialysis facilities across the State so we were able to provide www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 129 1 you with a data comparison for the Atlantic Dialysis sites, and 2 I believe a specific request was made with respect to the 3 quality data specific to the Winthrop operation of that site and 4 that’s here presented for you as well. 5 of the Medicare dialysis compare website. 6 questions I can try to address them. All this data came off If there are any 7 8 JEFF KRAUT: 9 Mr. Levin, could you just get the mic in front of you? Mr. Levin 10 11 ART LEVIN: In the spirit of the earlier conversation we 12 had about OBS, what does the Department do with worse-than- 13 expected outcomes? 14 database, but we have categories where the outcome is worse than 15 expected, and my question is what do we do with that 16 information? 17 proactive role or should this council take a proactive role in 18 trying to figure out why those results are worse than expected, 19 and to improve them for the sake of dialysis patients. We – I know this is coming from the federal We know it now and does the Department take any 20 21 CHARLIE ABEL: I can preface the discussion with the 22 comment that dialysis facilities are surveyed at least once 23 every three years, every facility. And while we don’t have 24 someone from the – currently assigned to the surveillance unit, 25 we do have someone who, Bea Delcogliano, who used to be involved www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 130 1 in hospital and hospital services which includes the D&TC 2 service oversight division as well. So Bea, did you have 3 anything to add? 4 5 BEA DELCOGLIANO: We don’t do anything per se with what’s 6 from the CMS Medicare compare ESRD compare site, but we receive 7 data every year that ranks, it’s a national quality data that 8 ranks our dialysis center, and per CMS rules those ones that are 9 worse are actually surveyed more frequently. We create our 10 survey schedules based on that. That’s the first consideration 11 is where they’re ranking in their quality, and then there’s also 12 a time factor. 13 definitely surveyed based on their quality. So, while we don’t use this data, they are 14 15 ART LEVIN: So, again, in the spirit of our earlier 16 discussion, it’s sort of a due diligence question, we now have 17 data that tells us something, and how do we respond to this as a 18 council? 19 this is death rates and admissions. 20 measures. I mean, this is death rate, and this is not, you know, Those are meaningful 21 22 JEFF KRAUT: So, from the Department’s perspective, they 23 saw – I don’t want to put words, but I want to understand. 24 the data that you have received and you have in your possession, www.totalwebcasting.com 845.883.0909 For NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 131 1 there’s nothing that would indicate that this provider should 2 not be approved. 3 4 CHARLIE ABEL: That’s correct. I should preface, I should 5 supplement that comment with a review of the provider’s current 6 (operations) compliance status was done and the facilities are 7 in current compliance. 8 9 JEFF KRAUT: Well, compliance and quality, I mean those 10 are two slightly different things, but just on a procedural 11 basis, we’ve seen this data now between the last meeting. 12 did not have a chance for the applicant to comment on it or 13 defend it or explain it, so I think I would depart from our 14 usual procedure to give them that opportunity since we’re 15 discussing it and we haven’t done it, but I want to have the 16 comments of the Council so if there’s questions, I would then 17 ask the applicant or their representatives to come to the table 18 and just comment on this as well. We Mr. Booth. 19 20 CHRIS BOOTH: So my comment would be that it appears to me 21 anyway that even though it’s a federal CMS data, it is relevant 22 and would appear to should be relevant to the Department’s 23 review, so not so much for applying to this application today, 24 but from a policy perspective going forward, I would urge the 25 Department to consider using the data in some fashion. www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 132 1 2 JEFF KRAUT: Dr. Martin. 3 4 GLENN MARTIN: Well, going back to my earlier comment that 5 data isn’t information, when we look at worse than expected and 6 for rate of hospitalization and patient death rate both note 7 nine and note ten make clear there are lots of reasons why they 8 can occur; none of them have anything to do with the quality of 9 diaysis. 10 (Correct) 11 It would be nice if the Department could somehow using the 12 data that they have could flesh that out in future meetings so 13 we would know whether or not they’re actually taking care of 14 sicker patients or whatever it would happen to be. 15 would be most helpful – That I think 16 17 JEFF KRAUT: Or frankly, when applicants are applying 18 that they basically give some interpretation to the federal data 19 to explain when they have something worse than expected. 20 certainly use it when it says better than expected. 21 ask, if there’s – Any other question? 22 the applicant, but I want everybody to get their questions out 23 first. They So, could I Because I do want to call Mr. Fassler. 24 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 MICHAEL FASSLER: Page 133 Little point to add on to that. In this 2 case, applicant has many locations but when two of them are 3 outlier, again, would be helpful if the department addresses 4 those couple outliers. 5 and two of them are really way below average. 6 the Department and say, to really gear into those, what’s going 7 on in those places. Let’s say here they have eight or nine Applicant go to 8 9 JEFF KRAUT: Right, and I think to Dr. Martin’s point 10 there may be a rational explanation because of adverse selection 11 or what have you. That’s the point. 12 the applicant here and could they come to the table and just 13 please make a comment. Are the representatives of You’ve heard some of the questions. 14 15 ANDREW BLATT: Good afternoon. I’m Andrew Blatt from 16 Pinnacle Health Consultants, and want to thank the committee for 17 allowing us to speak today. To my left is Joe ----- 18 Vice President Facility Operations for Atlantic Dialysis who 19 could provide some additional information and clarity and 20 obviously answer any additional questions. who is the 21 22 JOE: Thank you for a few minutes of time to elaborate on 23 some of the discussion that has just taken place. 24 some of the commentary that I prepared I’m going to jump right 25 to specifically the centers in that category of “worse than www.totalwebcasting.com Instead of 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 134 1 expected.” Let me just preface the fact that the data that is in 2 front of you is from 2009 to 2012. 3 It is data that came right from our facilities. 4 in some of the discussions about the Department of Health and 5 how frequently these centers are surveyed that three of the 6 centers, Central Brooklyn, NYRA (New York Renal Associates), and 7 also Ridgewood Dialysis have all been surveyed in the past 15 8 months with Ridgewood and Central Brooklyn being surveyed in the 9 past 75 days. I’m not here to refute it. What I will say The surveyors from the Department of Health found 10 no deficiencies with regard to any of the categories pertaining 11 to either mortality or hospitalization. 12 quality assurance program and looking at the initiatives we have 13 and that all our trends are favorable, and in looking at just a 14 snapshot of what we do on a yearly, daily and a yearly basis 15 they highest acuity for a dialysis patient is within their first 16 year on dialysis and all three of those centers have first year 17 SMRs that are significantly below New York State and U.S. data. 18 So at a period of time when the patients are at their highest 19 acuity, the skilled caregivers that we have in those facilities 20 are doing their best to stabilize the healthcare needs of the 21 dialysis patients, and I think that first year mortality is very 22 important in type of consideration. They looked at our 23 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 JEFF KRAUT: 2 Any other comments? 3 those in favor, aye. Page 135 Are there any questions for the applicant? Hearing none, I’ll call for a vote. All 4 5 [Aye.] 6 Opposed? Abstentions? 7 8 The motion carries. Could you please ask Dr. Bhat to return. Dr. Berliner. 9 10 HOWARD BERLINER: So can we follow-up on your suggestion 11 about including some of this data in the initial staff reports 12 to us so we have it? 13 14 JEFF KRAUT: So, Charlie, the issue is that if there’s 15 any application that comes in with dialysis we’d like this 16 information to be incorporated into the staff report, and we’d 17 like the applicants in a supplement – ask them when you get the 18 application for supplement to provide the data and provide the 19 council or the Department with any comment with, regarding the 20 performance that the Council should, or the Department and the 21 Council should take into account. 22 23 CHARLIE ABEL: Yep. JEFF KRAUT: OK. That’s our intention as well. 24 25 www.totalwebcasting.com Yes, Mr. Levin. 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 136 1 2 ART LEVIN: 3 adjusted. 4 as. Right? To Dr. Martin’s point, this is risk When we have better than, worse than, same 5 6 GLENN MARTIN: Not according to the note? ART LEVIN: It isn’t according to the note? JEFF KRAUT: It is or it is not? GLENN MARTIN: I don’t know. 7 8 9 10 11 12 The note – I was just reading 13 what the note said, and the note says there’s all sorts of 14 reasons, so I’m not sure what it means. 15 16 ART LEVIN: Because every time I have seen an expected 17 outcome, it’s a risk-adjusted – expected outcome based on risk 18 adjustment. 19 look at. Otherwise it’s a – it’s the actual outcome that you 20 21 JEFF KRAUT: I have not read – I remember playing with 22 this data a lot, and my recollection is it is risk adjusted. 23 That was my recollection. 24 that. But you know what, we’ll validate 25 www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. 1 Page 137 GLENN MARTIN: We’ll find out. JEFF KRAUT: We’ll find out. CHRIS BOOTH: The final application is 141205E, Workman’s 2 3 Mr. Booth. 4 5 6 Circle Dialysis Management LLC, d/b/a Workman’s Circle Dialysis 7 Center. 8 new operator of the existing 12 station dialysis center located 9 at 3155 Grace Avenue, Bronx. 10 Circle Dialysis Center Inc. 11 Committee recommend approval with conditions and contingencies, 12 and I so move. Establish Workman’s Circle Dialysis Management as the Currently operated by Workman’s Both the Department and the 13 14 JEFF KRAUT: 15 may want to comment. 16 provider as well. I have a second, Dr. Gutierrez. Again, you We have data in front of us on this 17 18 CHARLIE ABEL: Yes, we have information that one of the 19 members of this provider, both provider has partial ownership in 20 a dialysis center in Suffolk County, in New York. 21 distributed to you, has been distributed to you and is provided 22 for your consideration. That data is 23 24 25 JEFF KRAUT: I would note for the record this provider’s statistics according to the source is as expected or at or above www.totalwebcasting.com 845.883.0909 NYSDOH20140807-PHHPC Full Council 3hr 22min. Page 138 1 the national and the State averages. 2 Hearing none I’ll call for a vote. Are there any questions? All those in favor, aye. 3 4 5 6 [Aye.] Opposed? Abstentions? The motion carries. That’s the – that concludes – 7 8 CHRIS BOOTH: That concludes our report. JEFF KRAUT: OK. 9 10 Before I, excuse me, adjourn the 11 meeting I just want to tell you the next Committee day is 12 September 18 and the Full Council will convene on October 2. 13 Both meetings will be held in New York City. 14 to adjourn. 15 So moved. 16 A second? We are adjourned. 17 very productive morning. 18 [end of audio] www.totalwebcasting.com I’ll have a motion Thank you very much for a And afternoon. 845.883.0909 SUMMARY OF EXPRESS TERMS The Department is amending 10 NYCRR Subpart 7-2 Children’s Camps as an emergency rulemaking to conform the Department’s regulations to requirements added or modified as a result of Chapter 501 of the Laws of 2012 which created the Justice Center for the Protection of Persons with Special Needs (Justice Center). Specifically, the revisions: • amend section 7-2.5(o) to modify the definition of “adequate supervision,” to incorporate the additional requirements being imposed on camps otherwise subject to the requirements of section 7-2.25 • amend section 7-2.24 to address the provision of variances and waivers as they apply to the requirements set forth in section 7-2.25 • amend section 7-2.25 to add definitions for “camp staff,” “Department,” “Justice Center,” and “Reportable Incident” With regard to camps with 20 percent or more developmentally disabled children, which are subject to the provisions of 10 NYCRR section 7-2.25, add requirements as follows: • amend section 7-2.25 to add new requirements addressing the reporting of reportable incidents to the Justice Center, to require screening of camp staff, camp staff training regarding reporting, and provision of a code of conduct to camp staff • amend section 7-2.25 to add new requirements providing for the disclosure of information to the Justice Center and/or the Department and, under certain circumstances, to make certain records available for public inspection and copying • amend section 7-2.25 to add new requirements related to the investigation of reportable incidents involving campers with developmental disabilities • amend section 7-2.25 to add new requirements regarding the establishment and operation of an incident review committee, and to allow an exemption from that requirement under appropriate circumstances • amend section 7-2.25 to provide that a permit may be denied, revoked, or suspended if the camp fails to comply with the regulations, policies or other requirements of the Justice Center 2 Pursuant to the authority vested in the Public Health and Health Planning Council by Section 225 of the Public Health Law, subject to the approval by the Commissioner of Health, Subpart 7-2 of the State Sanitary Code, as contained in Chapter 1 of Title 10 (Health) of the Official Compilation of Codes, Rules and Regulations of the State of New York is amended as follows, to be effective upon filing with the Secretary of State. SUBPART 7-2 Children’s Camps (Statutory Authority: Public Health Law §§ 201, 225, 1390, 1394, 1395, 1399-a; L. 2012, ch. 501) Subdivision (o) of section 7-2.5 is amended to read as follows: (o) The camp operator shall provide adequate supervision. Adequate supervision shall mean: (1) supervision such that a camper is protected from any unreasonable risk to his or her health or safety, including physical or sexual abuse or any public health hazard; [and] (2) as a minimum, there shall exist visual or verbal communications capabilities between camper and counselor during activities and a method of accounting for the camper’s whereabouts at all times[.]; and 3 (3) at camps required to comply with section 7-2.25 of this Subpart, protection from any unreasonable risk of experiencing an occurrence which would constitute a reportable incident as defined in section 7-2.25(h)(4) of this Subpart.   Section 7-2.24 is amended to read as follows: Variance; waiver. (a) Variance - i[I]n order to allow time to comply with certain provisions of this Subpart, an operator may submit a written request to the permit-issuing official for a variance from a specific provision(s) when the health and safety of the children attending the camp and the public will not be prejudiced by the variance, and where there are practical difficulties or unnecessary hardships in immediate compliance with the provision. An operator must meet all terms of an approved variance(s) including the effective date, the time period for which the variance is granted, the requirements being varied and any special conditions the permit-issuing official specifies. The permit-issuing official shall consult with the State Department of Health and shall obtain approval from the State Department of Health for the proposed decision, prior to granting or denying a variance request for requirements in section 7-2.25 of this Subpart. (b) Waiver - i[I]n order to accept alternative arrangements that do not meet certain provisions of this Subpart but do protect the safety and health of the campers and the public, an operator may submit a written request to the permit-issuing official for a 4 waiver from a specific provision of this Subpart. Such request shall indicate justification that circumstances exist that are beyond the control of the operator, compliance with the provision would present unnecessary hardship and that the public and camper health and safety will not be endangered by granting such a waiver. The permit-issuing official shall consult with a representative of the State Department of Health prior to granting or denying a waiver request. An operator must meet all terms of an approved waiver(s), including the condition that it will remain in effect indefinitely unless revoked by the permit-issuing official or the facility changes operators. The permit-issuing official shall consult with the State Department of Health, and shall obtain the approval of the State Department of Health for the proposed decision, prior to granting or denying a waiver request related to the requirements in section 7-2.25 of this Subpart.   New subdivisions (h)-(m) of section 7-2.25 are added to read as follows: (h) Definitions. The following definitions apply to Section 7-2.25 of this Subpart. (1) Camp Staff shall mean a director, operator, employee or volunteer of a children’s camp; or a consultant or an employee or volunteer of a corporation, partnership, organization or governmental entity which provides goods or services to a children’s camp pursuant to contract or other arrangement that permits such person to have regular and substantial contact with individuals who are cared for by the children’s camp. (2) Department shall mean the New York State Department of Health. 5 (3) Justice Center shall mean the Justice Center for the Protection of People with Special Needs, as established pursuant to Section 551 of the Executive Law. (4) Reportable Incident shall include those actions incorporated within the definitions of “physical abuse,” “sexual abuse,” “psychological abuse,” “deliberate inappropriate use of restraints,” “use of aversive conditioning,” “obstruction of reports of reportable incidents,” “unlawful use or administration of a controlled substance,” “neglect,” and “significant incident” all as defined in Section 488 of the Social Services Law. (i) Reporting. (1) In addition to the reporting requirements of section 7-2.8(d), a camp operator subject to section 7-2.25 of this Subpart and all camp staff falling within the definition of “mandated reporter” under section 488 of the Social Services Law shall immediately report any reportable incident as defined in section 7-2.25(h)(4) of this Subpart and Section 488 of the Social Services Law, where such incident involves a camper with a developmental disability, to the permit-issuing official and to the Justice Center’s Vulnerable Persons’ Central Register. Such report shall be provided in a form and manner as required by the Justice Center. 6 (j) Employee Screening, Training, and Code of Conduct (1) Prior to hiring anyone who will or may have direct contact with campers, or approving credentials for any camp staff, the operator shall follow the procedures established by the Justice Center in regulations or policy, to verify that such person is not on the Justice Center's staff exclusion list established pursuant to section 495 of the Social Services Law. If such person is not on the Justice Center's staff exclusion list, the operator shall also consult the Office of Children and Family Services State Central Registry of Child Abuse and Maltreatment as required by section 424-a of the Social Services Law. Such screening is in addition to the requirement that the operator similarly verify that a prospective camp staff is not on the sexual abuse registry, as required by section 7-2.5(l) of this Subpart. (2) A camp operator must ensure that camp staff, and others falling within the definition of mandated reporter under Section 488 of the Social Services Law who will or may have direct contact with campers having a developmental disability, receive training regarding mandated reporting and their obligations as mandated reporters. A camp operator shall ensure that the telephone number for the Justice Center's hotline for the reporting of reportable incidents is conspicuously displayed in areas accessible to mandated reporters and campers. (3) The camp operator shall ensure that all camp staff and others falling within the definition of “custodian” under Section 488 of the Social Services Law are 7 provided with a copy of the code of conduct established by the Justice Center pursuant to Section 554 of the Executive Law. Such code of conduct shall be provided at the time of initial employment, and at least annually thereafter during the term of employment. Receipt of the code of conduct must be acknowledged, and the recipient must further acknowledge that he or she has read and understands such code of conduct. (k) Disclosure of information (1) Except to the extent otherwise prohibited by law, the camp operator shall be obliged to share information relevant to the investigation of any incident subject to the reporting requirements of this Subpart with the permit-issuing official, the State Department of Health, and the Justice Center. The permit-issuing official, the department and the Justice Center shall, when required by law, or when so directed by the department or the Justice Center and except as otherwise prohibited by law, be permitted to share information obtained in their respective investigations of incidents subject to the reporting requirements of section 7-2.25 (i) of this Subpart. (2) Except as otherwise prohibited by law, the operator of a camp not otherwise subject to Article Six of the Public Officers Law shall make records available for public inspection and copying to the extent required by subdivision six of Section 490 of the Social Services Law and regulations of the Justice Center. 8 (l) Incident Management. (1) The camp operator shall cooperate fully with the investigation of reportable incidents involving campers with developmental disabilities and shall provide all necessary information and access to conduct the investigation. The camp operator shall promptly obtain an appropriate medical examination of a physically injured camper with a developmental disability. The camp operator shall provide information, whether obtained pursuant to the investigation or otherwise, to the Justice Center and permit-issuing official upon request, in the form and manner requested. Such information must be provided in a timely manner so as to support completion of the investigation subject to the time limits set forth in this subdivision. (2) Unless delegated by the Justice Center to a delegate investigatory agency as defined in subdivision seven of Section 488 of the Social Services Law, incidents of abuse or neglect, as defined in subdivision eleven of Section 488 of the Social Services Law, shall be investigated by the Justice Center. With regard to all other reportable incidents, as defined in Section 488 of the Social Services Law, the permit-issuing official shall initiate a prompt investigation of an allegation of a reportable incident, which shall commence no later than five business days after notification of such an incident, unless the Justice Center agrees that it will undertake such investigation. Additional time for completion of the investigation 9 may be allowed, subject to the approval of the department, upon a showing of good cause for such extension. At a minimum, the investigation of any reportable incident shall comply with the following: (i) Investigations shall include a review of medical records and reports, witness interviews and statements, expert assessments, and the collection of physical evidence, observations and information from care providers and any other information that is relevant to the incident. Interviews should be conducted by qualified, objective individuals in a private area which does not allow those not participating in the interview to overhear. Interviews must be conducted of each party or witness individually, not in the presence of other parties or witnesses or under circumstances in which other parties or witnesses may perceive any aspect of the interview. The person alleging the incident, or who is the subject of the incident, must be offered the opportunity to give his/her version of the event. At least one of the persons conducting the interview must have an understanding of, and be able to accommodate, the unique needs or capabilities of the person being interviewed The procedures required by this Subparagraph (i) may be altered if, and only to the extent necessary to, comply with an applicable collective bargaining agreement. (ii) All evidence must be adequately protected and preserved. 10 (iii) Any information, including but not limited to documents and other materials, obtained during or resulting from any investigation shall be kept confidential, except as otherwise permissible under law or regulation, including but not limited to Article 11 of the Social Services Law. (iv) Upon completion of the investigation, a written report shall be prepared which shall include all relevant findings and information obtained in the investigation and details of steps taken to investigate the incident. The results of the investigation shall be promptly reported to the department, if the investigation was not performed by the department, and to the Justice Center. (v) If any remedial action is necessary, the permit-issuing official shall establish a plan in writing with the camp operator. The plan shall indicate the camp operator’s agreement to the remediation and identify a follow-up date and person responsible for monitoring the remedial action. The plan shall be provided, and any measures taken in response to such plan shall be reported, to the department and to the Justice Center. (vi) The investigation and written report shall be completed and provided to the department and the Justice Center within 45 days of when the incident was first reported to the Justice Center. For purposes of this 11 section, “complete” shall mean that all necessary information has been obtained to determine whether and how the incident occurred, and to complete the findings referenced in paragraph (l)(2)(iv) of this subdivision. (3) (i) The camp shall maintain a facility incident review committee, composed of members of the governing body of the children’s camp and other persons identified by the camp operator, including some members of the following: camp administrative staff, direct support staff, licensed health care practitioners, service recipients, the permit-issuing official or designee and representatives of family, consumer and other advocacy organizations, but not the camp director. The camp operator shall convene a facility incident review panel to review the timeliness, thoroughness and appropriateness of the camp's responses to reportable incidents; recommend additional opportunities for improvement to the camp operator, if appropriate; review incident trends and patterns concerning reportable incidents; and make recommendations to the camp operator to assist in reducing reportable incidents. The facility incident review panel shall meet at least annually, and also within two weeks of the completion of a written report and remedial plan for a reportable incident. (ii) Pursuant to paragraph (f) of subdivision one of section 490 of the Social Services Law and regulations of the Justice Center, a camp operator may seek an 12 exemption from the requirement to establish and maintain an incident review committee. In order to obtain an exemption, the camp operator must file an application with the permit-issuing official, at least sixty days prior to the start of the camp operating season, or at any time in the case of exemptions sought within the first three months following the effective date of this provision. The application must provide sufficient documentation and information to demonstrate that that compliance would present undue hardship and that granting an exemption would not create an undue risk of harm to campers' health and safety. The permit-issuing official shall consult with the State Department of Health (department), and shall not grant or deny an application for an exemption unless it first obtains department approval for the proposed decision. An operator must meet all terms of an approved exemption(s), including the condition that it will remain in effect for one year unless revoked by the permit-issuing official, subject to department approval, or the facility changes operators. Any application for renewal shall be made within 60 days prior to the start of the camp's operating season. The procedure set forth in this Subparagraph (ii) shall be used instead of the general procedures set forth in section 7-2.24 of this Subpart. (m) In addition to the requirements specified by subdivisions (d) and (g) of section 7-2.4 of this Subpart, a permit may be denied, revoked, or suspended if the children's camp fails to comply with regulations, policies, or other requirements of the Justice Center. In 13 considering whether to issue a permit to a children's camp, the permit-issuing official shall consider the children's camp's past and current compliance with the regulations, policies, or other requirements of the Justice Center. 14 Regulatory Impact Statement Statutory Authority: The Public Health and Health Planning Council is authorized by Section 225(4) of the Public Health Law (PHL) to establish, amend and repeal sanitary regulations to be known as the State Sanitary Code (SSC), subject to the approval of the Commissioner of Health. Article 13-B of the PHL sets forth sanitary and safety requirements for children’s camps. PHL Sections 225 and 201(1)(m) authorize SSC regulation of the sanitary aspects of businesses and activities affecting public health including children’s camps. Legislative Objectives: In enacting to Chapter 501 of the Laws of 2012, the legislature established the New York State Justice Center for the Protection of People with Special Needs (Justice Center) to strengthen and standardize the safety net for vulnerable people that receive care from New York’s Human Services Agencies and Programs. The legislation includes children’s camps for children with developmental disabilities within its scope and requires the Department of Health to promulgate regulations approved by the Justice Center pertaining to incident management. The proposed amendments further the legislative objective of protecting the health and safety of vulnerable children attending camps in New York State (NYS). 15 Needs and Benefits: The legislation amended Article 11 of Social Services law as it pertains to children’s camps as follows. It:  included overnight, summer day and traveling summer day camps for children with developmental disabilities as facilities required to comply with the Justice Center requirements.  defined the types of incident required to be reported by children’s camps for children with developmental disabilities to the Justice Center Vulnerable Persons’ Central Registry.  mandated that the regulations pertaining to children’s camps for children with developmental disabilities are amended to include incident management procedures and requirements consistent with Justice Center guidelines and standards.  required that children’s camps for children with developmental disabilities establish an incident review committee, recognizing that the Department could provide for a waiver of that requirement under certain circumstances  required that children’s camps for children with developmental disabilities consult the Justice Center’s staff exclusion list (SEL) to ensure that prospective employees are not on that list and to, where the prospective employee is not on 16 that list, to also consult the Office of Children and Family Services State Central Registry of Child Abuse and Maltreatment (SCR) to determine whether prospective employees are on that list.  required that children’s camps for children with developmental disabilities publicly disclose certain information regarding incidents of abuse and neglect if required by the Justice Center to do so. The children’s camp regulations, Subpart 7-2 of the SSC are being amended in accordance with the aforementioned legislation. Compliance Costs: Cost to Regulated Parties: The amendments impose additional requirements on children’s camp operators for reporting and cooperating with Department of Health investigations at children’s camps for children with developmental disabilities (hereafter “camps”). The cost to affected parties is difficult to estimate due to variation in salaries for camp staff and the amount of time needed to investigate each reported incident. Reporting an incident is expected to take less than half an hour; assisting with the investigation will range from several hours to two staff days. Using a high estimate of staff salary of $30.00 an hour, total staff cost would range from $120 to $1600 for each investigation. Expenses are nonetheless expected to be minimal statewide as between 40 and 50 children’s camps for children with developmental disabilities operate each year, with combined reports of zero to two 17 incidents a year statewide. Accordingly, any individual camp will be very unlikely to experience costs related to reporting or investigation. Each camp will incur expenses for contacting the Justice Center to verify that potential employees, volunteers or others falling within the definition of “custodian” under section 488 of the Social Services Law (collectively “employees”) are not on the Staff Exclusion List (SEL). The effect of adding this consultation should be minimal. An entry level staff person earning the minimum wage of $7.25/hour should be able to compile the necessary information for 100 employees, and complete the consultation with the Justice Center, within a few hours. Similarly, each camp will incur expenses for contacting the Office of Children and Family Services (OCFS) to determine whether potential employees are on the State Central Registry of Child Abuse and Maltreatment (SCR) when consultation with the Justice Center shows that the prospective employee is not on the SEL. The effect of adding this consultation should also be minimal, particularly since it will not always be necessary. An entry level staff person earning the minimum wage of $7.25/hour should be able to compile the necessary information for 100 employees, and complete the consultation with the OCFS, within a few hours. Assuming that each employee is subject to both screens, aggregate staff time required should not be more than six to eight hours. Additionally, OCFS imposes a $25.00 screening fee for new or prospective employees. Camps will be required to disclose information pertaining to reportable incidents to the Justice Center and to the permit issuing official investigating the incident. Costs 18 associated with this include staff time for locating information and expenses for copying materials. Using a high estimate of staff salary of $30.00 an hour, and assuming that staff may take up to two hours to locate and copy the records, typical cost should be under $100. Camps must also assure that camp staff, and certain others, who fall within the definition of mandated reporters under section 488 of the Social Services Law receive training related to mandated reporting to the Justice Center, and the obligations of those staff who are required to report incidents to the Justice Center. The costs associated with such training should be minimal as it is expected that the training material will be provided to the camps and will take about one hour to review during routine staff training. Camps must also ensure that the telephone number for the Justice Center reporting hotline is conspicuously posted for campers and staff. Cost associated with such posting is limited, related to making and posting a copy of such notice in appropriate locations. The camp operator must also provide each camp staff member, and others who may have contact with campers, with a copy of a code of conduct established by the Justice Center pursuant to Section 554 of the Executive Law. The code must be provided at the time of initial employment, and at least annually thereafter during the term of employment. Receipt of the code of conduct must be acknowledged, and the recipient must further acknowledge that he or she has read and understands it. The cost of providing the code, and obtaining and filing the required employee acknowledgment, 19 should be minimal, as it would be limited to copying and distributing the code, and to obtaining and filing the acknowledgments. Staff should need less than 30 minutes to review the code. Camps will also be required to establish and maintain a facility incident review committee to review and guide the camp's responses to reportable incidents. The cost to maintain a facility incident review committee is difficult to estimate due to the variations in salaries for camp staff and the amount of time needed for the committee to do its business. A facility incident review committee must meet at least annually, and also within two weeks after a reportable incident occurs. Assuming the camp will have several staff members participate on the committee, an average salary of $50.00 an hour and a three hour meeting, the cost is estimated to be $450.00 dollars per meeting. However, the regulations also provide the opportunity for a camp to seek an exemption, which may be granted subject to Department approval based on the duration of the camp season and other factors. Accordingly, not all camps can be expected to bear this obligation and its associated costs. Camps are now explicitly required to obtain an appropriate medical examination of a camper physically injured from a reportable incident. A medical examination has always been expected for such injuries. Finally, the regulations add noncompliance with Justice Center-related requirements as a ground for denying, revoking, or suspending a camp operator's permit. 20 Cost to State and Local Government: State agencies and local governments that operate children’s camps for children with developmental disabilities will have the same costs described in the section entitled “Cost to Regulated Parties.” Currently, it is estimated that five summer day camps that meet the criteria are operated by municipalities. The regulation imposes additional requirements on local health departments for receiving incident reports and investigations of reportable incidents, and providing a copy of the resulting report to the Department and the Justice Center. The total cost for these services is difficult to estimate because of the variation in the number of incidents and amount of time to investigate an incident. However, assuming the typically used estimate of $50 an hour for health department staff conducting these tasks, an investigation generally lasting between one and four staff days, and assuming an eight hour day, the cost to investigate an incident will range $400.00 to $1600. Zero to two reportable incidents occur statewide each year, so a local health department is unlikely to bear such an expense. The cost of submitting the report is minimal, limited to copying and mailing a copy to the Department and the Justice Center. Cost to the Department of Health: There will be routine costs associated with printing and distributing the amended Code. The estimated cost to print revised code books for each regulated children’s camp in NYS is approximately $1600. There will be additional cost for printing and distributing training materials. The expenses will be minimal as most information will be 21 distributed electronically. Local health departments will likely include paper copies of training materials in routine correspondence to camps that is sent each year. Local Government Mandates: Children’s camps for children with developmental disabilities operated by local governments must comply with the same requirements imposed on camps operated by other entities, as described in the “Cost to Regulated Parties” section of this Regulatory Impact Statement. Local governments serving as permit issuing officials will face minimal additional reporting and investigation requirements, as described in the “Cost to State and Local Government” section of this Regulatory Impact Statement. The proposed amendments do not otherwise impose a new program or responsibilities on local governments. City and county health departments continue to be responsible for enforcing the amended regulations as part of their existing program responsibilities. Paperwork: The paperwork associated with the amendment includes the completion and submission of an incident report form to the local health department and Justice Center. Camps for children with developmental disabilities will also be required to provide the records and information necessary for LHD investigation of reportable incidents, and to retain documentation of the results of their consultation with the Justice Center regarding whether any given prospective employee was found to be on the SEL or the SCR. 22 Duplication: This regulation does not duplicate any existing federal, state, or local regulation. The regulation is consistent with regulations promulgated by the Justice Center. Alternatives Considered: The amendments to the camp code are mandated by law. No alternatives were considered. Consideration was given to including a cure period to afford camp operators an opportunity to correct violations associated with this rule; however, this option was rejected because it is believed that lessening the department’s ability to enforce the regulations could place this already vulnerable population at greater risk to their health and safety. Federal Standards: Currently, no federal law governs the operation of children’s camps. Compliance Schedule: The proposed amendments are to be effective upon filing with the Secretary of State. 23 Contact Person: Katherine Ceroalo New York State Department of Health Bureau of House Counsel, Regulatory Affairs Unit Corning Tower Building, Rm. 2438 Empire State Plaza Albany, New York 12237 (518) 473-7488 (518) 473-2019 (FAX) REGSQNA@health.state.ny.us 24   Regulatory Flexibility Analysis for Small Business and Local Government Types and Estimated Number of Small Businesses and Local Governments: There are between 40 and 50 regulated children’s camps for children with development disabilities (38% are expected to be overnight camps and 62% are expected to be summer day camps) operating in New York State, which will be affected by the proposed rule. About 30% of summer day camps are operated by municipalities (towns, villages, and cities). Typical regulated children’s camps representing small business include those owned/operated by corporations, hotels, motels and bungalow colonies, non-profit organizations (Girl/Boy Scouts of America, Cooperative Extension, YMCA, etc.) and others. None of the proposed amendments will apply solely to camps operated by small businesses or local governments. Compliance Requirements: Reporting and Recordkeeping: The obligations imposed on small business and local government as camp operators are no different from those imposed on camps generally, as described in “Cost to Regulated Parties,” “Local Government Mandates,” and “Paperwork” sections of the Regulatory Impact Statement. The obligations imposed on local government as the permit issuing official is described in “Cost to State and Local Government” and “Local Government Mandates” portions of the Regulatory Impact Statement. 25   Other Affirmative Acts: The obligations imposed on small business and local government as camp operators are no different from those imposed on camps generally, as described in “Cost to Regulated Parties” “Local Government Mandates,” and “Paperwork” sections of the Regulatory Impact Statement. Professional Services: Camps with 20 percent or more developmentally disabled children are now explicitly required to obtain an appropriate medical examination of a camper physically injured from a reportable incident. A medical examination has always been expected for such injuries. Compliance Costs: Cost to Regulated Parties: The obligations imposed on small business and local government as camp operators are no different from those imposed on camps generally, as described in “Cost to Regulated Parties” and “Paperwork” sections of the Regulatory Impact Statement. Cost to State and Local Government: The obligations imposed on small business and local government as camp operators are no different from those imposed on camps generally, as described in the 26   “Cost to Regulated Parties” section of the Regulatory Impact Statement. The obligations imposed on local government as the permit issuing official is described in “Cost to State and Local Government” and “Local Government Mandates” portions of the Regulatory Impact Statement. Economic and Technological Feasibility: There are no changes requiring the use of technology. The proposal is believed to be economically feasible for impacted parties. The amendments impose additional reporting and investigation requirements that will use existing staff that already have similar job responsibilities. There are no requirements that that involve capital improvements. Minimizing Adverse Economic Impact: The amendments to the camp code are mandated by law. No alternatives were considered. The economic impact is already minimized. Consideration was given to including a cure period to afford camp operators an opportunity to correct violations associated with this rule; however, this option was rejected because it is believed that lessening the department’s ability to enforce the regulations could place this already vulnerable population at greater risk to their health and safety. 27   Small Business Participation and Local Government Participation: No small business or local government participation was used for this rule development. The amendments to the camp code are mandated by law. Ample opportunity for comment will be provided as part of the process of promulgating the regulations, and training will be provided to affected entities with regard to the new requirements. 28   Rural Area Flexibility Analysis Types and Estimated Number of Rural Areas: There are between 40 and 50 regulated children’s camps for children with development disabilities (38% are expected to be overnight camps and 62% are expected to be summer day camps) operating in New York State, which will be affected by the proposed rule. Currently, there are seven day camps and ten overnight camps operating in the 44 counties that have population less than 200,000. There are an additional four day camps and three overnight camps in the nine counties identified to have townships with a population density of 150 persons or less per square mile. Reporting and Recordkeeping and Other Compliance Requirements: Reporting and Recordkeeping: The obligations imposed on camps in rural areas are no different from those imposed on camps generally, as described in “Cost to Regulated Parties” and “Paperwork” sections of the Regulatory Impact Statement. Other Compliance Requirements: The obligations imposed on camps in rural areas are no different from those imposed on camps generally, as described in “Cost to Regulated Parties” and “Paperwork” sections of the Regulatory Impact Statement. 29   Professional Services: Camps with 20 percent or more developmentally disabled children are now explicitly required to obtain an appropriate medical examination of a camper physically injured from a reportable incident. A medical examination has always been expected for such injuries. Compliance Costs: Cost to Regulated Parties: The costs imposed on camps in rural areas are no different from those imposed on camps generally, as described in “Cost to Regulated Parties” and “Paperwork” sections of the Regulatory Impact Statement. Economic and Technological Feasibility: There are no changes requiring the use of technology. The proposal is believed to be economically feasible for impacted parties. The amendments impose additional reporting and investigation requirements that will use existing staff that already have similar job responsibilities. There are no requirements that that involve capital improvements. 30   Minimizing Adverse Economic Impact on Rural Area: The amendments to the camp code are mandated by law. No alternatives were considered. The economic impact is already minimized, and no impacts are expected to be unique to rural areas. Consideration was given to including a cure period to afford camp operators an opportunity to correct violations associated with this rule; however, this option was rejected because it is believed that lessening the department’s ability to enforce the regulations could place this already vulnerable population at greater risk to their health and safety. Rural Area Participation: No rural area participation was used for this rule development. The amendments to the camp code are mandated by law. Ample opportunity for comment will be provided as part of the process of promulgating the routine regulations, and training will be provided to affected entities with regard to the new requirements. 31   Job Impact Statement No Job Impact Statement is required pursuant to Section 201-a (2)(a) of the State Administrative Procedure Act. It is apparent, from the nature of the proposed amendment that it will have no impact on jobs and employment opportunities, because it does not result in an increase or decrease in current staffing level requirements. Tasks associated with reporting new incidents types and assisting with the investigation of new reportable incidents are expected to be completed by existing camp staff, and should not be appreciably different than that already required under current requirements. 32   Emergency Justification Chapter 501 of the Laws of 2012 established the Justice Center for the Protection of People with Special Needs (“Justice Center”), in order to coordinate and improve the State's ability to protect those persons having various physical, developmental, or mental disabilities and who are receiving services from various facilities or provider agencies. The Department must promulgate regulations as a “state oversight agency.” These regulations will assure proper coordination with the efforts of the Justice Center. Among the facilities covered by Chapter 501 are children's camps having enrollments with 20 percent or more developmentally disabled campers. These camps are regulated by the Department and, in some cases, by local health departments, pursuant to Article 13-B of the Public Health Law and 10 NYCRR Subpart 7-2. Given the effective date of Chapter 501 and its relation to the start of the camp season, these implementing regulations must be promulgated on an emergency basis in order to assure the necessary protections for vulnerable persons at such camps. Absent emergency promulgation, such persons would be denied initial coordinated protections until the 2015 camp season. Promulgating these regulations on an emergency basis will provide such protection, while still providing a full opportunity for comment and input as part of a formal rulemaking process which will also occur 33   pursuant to the State Administrative Procedures Act. The Department is authorized to promulgate these rules pursuant to sections 201 and 225 of the Public Health Law. Promulgating the regulations on an emergency basis will ensure that campers with special needs promptly receive the coordinated protections to be provided to similar individuals cared for in other settings. Such protections include reduced risk of being cared for by staff with a history of inappropriate actions such as physical, psychological or sexual abuse towards persons with special needs. Perpetrators of such abuse often seek legitimate access to children so it is critical to camper safety that individuals who that have committed such acts are kept out of camps. The regulation provides an additional mechanism for camp operators to do so. The regulations also reduce the risk of incidents involving physical, psychological or sexual abuse towards persons with special needs by ensuring that such occurrences are fully and completely investigated, by ensuring that camp staff are more fully trained and aware of abuse and reporting obligations, allowing staff and volunteers to better identify inappropriate staff behavior and provide a mechanism for reporting injustice to this vulnerable population. Early detection and response are critical components for mitigating injury to an individual and will prevent a perpetrator from hurting additional children. Finally, prompt enactment of the proposed regulations will ensure that occurrences are fully investigated and evaluated by the camp, and that measures are taken to reduce the risk of re-occurrence in the future. Absent emergency adoption, these benefits and protections will not be available to campers 34   with special needs until the formal rulemaking process is complete, with the attendant loss of additional protections against abuse and neglect, including physical, psychological, and sexual abuse.     35 Pursuant to the authority vested in the Public Health and Health Planning Council and the Commissioner of Health by Public Health Law Sections 225, 2800, 2803, 3612, and 4010, Title 10 (Health) of the Official Compilation of Codes, Rules and Regulations of the State of New York, is amended, to be effective upon publication of a Notice of Adoption in the New York State Register, to read as follows: Section 2.59 is amended as follows: § 2.59 Prevention of influenza transmission by healthcare and residential facility and agency personnel (a) Definitions. (1) "Personnel," for the purposes of this section, shall mean all persons employed or affiliated with a healthcare or residential facility or agency, whether paid or unpaid, including but not limited to employees, members of the medical and nursing staff, contract staff, students, and volunteers, who engage in activities such that if they were infected with influenza, they could potentially expose patients or residents to the disease. (2) "Healthcare and residential facilities and agencies," for the purposes of this section, shall include: (i) any facility or institution included in the definition of "hospital" in section 2801 of the Public Health Law, including but not limited to general hospitals, nursing homes, and diagnostic and treatment centers; (ii) any agency established pursuant to Article 36 of the Public Health Law, including but not limited to certified home health agencies, long term home health care programs, acquired immune deficiency syndrome (AIDS) home care programs, licensed home care service agencies, and limited licensed home care service agencies; and (iii) hospices as defined in section 4002 of the Public Health Law. (3) "Influenza season," for the purposes of this section, shall mean the period of time during which influenza is prevalent as determined by the Commissioner. (4) “Patient or resident,” for the purposes of this section, shall mean any person receiving services from a healthcare or residential facility or agency, including but not limited to inpatients and outpatients, overnight residents, adult day health care participants, and home care and hospice patients, as well as any person presenting for registration or admission at a healthcare or residential facility or agency. (5) “Influenza vaccine” or “vaccine,” for the purposes of this section, means a vaccine currently licensed for immunization and distribution in the United States by the Food and Drug Administration (FDA), for active immunization for the prevention of influenza disease caused by influenza virus(es), or authorized for such use by the FDA pursuant to an Emergency Use Authorization (EUA) or as an Emergency Investigational New Drug (EIND). (b) All healthcare and residential facilities and agencies shall determine and document which persons qualify as "personnel" under this section. (c) All healthcare and residential facilities and agencies shall document the influenza vaccination status of all personnel for the current influenza season in each individual's personnel record or 2 other appropriate record. Documentation of vaccination must include [the name and address of the individual who ordered or administered the vaccine and the date of vaccination]: (1) a document, prepared by the licensed healthcare practitioner who administered the vaccine, indicating that one dose of influenza vaccine was administered, and specifying the vaccine formulation and the date of administration; or (2) for personnel employed by a healthcare employer other than the healthcare or residential facility or agency in which he or she is providing service, an attestation by the employer that the employee(s) named in the attestation have been vaccinated against influenza for the current influenza season, and that the healthcare employer maintains documentation of vaccination of those employees, as described in paragraph (1) of this subdivision; or (3) for student personnel, an attestation by the professional school that the student(s) named in the attestation have been vaccinated against influenza for the current influenza season, and that the school maintains documentation of vaccination of those students, as described in paragraph (1) of this subdivision. (d) During the influenza season, all healthcare and residential facilities and agencies shall ensure that all personnel not vaccinated against influenza for the current influenza season wear a surgical or procedure mask while in areas where patients or residents [may be] are typically present, except that: (1) when personnel provide services outside the home of a patient or resident, and not inside a healthcare or residential facility, mask wear shall not be required by this section, provided that this paragraph shall not be interpreted as eliminating any requirement that 3 personnel wear a mask pursuant to standard and transmission-based precautions not addressed by this section; (2) personnel required to wear a mask by this subdivision, but who provide speech therapy services, may remove the mask when necessary to deliver care, such as when modeling speech; and (3) for any person who lip reads, personnel required to wear a mask by this subdivision may remove the mask when necessary for communication. [Healthcare and residential facilities and agencies shall supply such masks to personnel, free of charge.] (e) Upon the request of the Department, a healthcare or residential facility or agency must report the number and percentage of personnel that have been vaccinated against influenza for the current influenza season. (f) All healthcare and residential facilities and agencies shall develop and implement a policy and procedure to ensure compliance with the provisions of this section. The policy and procedure shall include, but is not limited to, identification of those areas where unvaccinated personnel must wear a mask pursuant to subdivision (d) of this Section. (g) Healthcare and residential facilities and agencies shall supply surgical or procedure masks required by this section at no cost to personnel. 4 (h) Nothing in this section shall be interpreted as prohibiting any healthcare or residential facility or agency from adopting policies that are more stringent than the requirements of this section. 5 REGULATORY IMPACT STATEMENT Statutory Authority: The authority for the promulgation of these regulations is contained in Public Health Law (PHL) Sections 225 (5), 2800, 2803 (2), 3612 and 4010 (4). PHL 225 (5) authorizes the Public Health and Health Planning Council (PHHPC) to issue regulations in the State Sanitary Code pertaining to any matters affecting the security of life or health or the preservation and improvement of public health in the state of New York, including designation and control of communicable diseases and ensuring infection control at healthcare facilities and any other premises. PHL Article 28 (Hospitals), Section 2800 specifies that “Hospital and related services including health-related service of the highest quality, efficiently provided and properly utilized at a reasonable cost, are of vital concern to the public health. In order to provide for the protection and promotion of the health of the inhabitants of the state, pursuant to section three of article seventeen of the constitution, the department of health shall have the central, comprehensive responsibility for the development and administration of the state's policy with respect to hospital and related services, and all public and private institutions, whether state, county, municipal, incorporated or not incorporated, serving principally as facilities for the prevention, diagnosis or treatment of human disease, pain, injury, deformity or physical condition or for the rendering of health-related service shall be subject to the provisions of this article.” PHL Section 2803 (2) authorizes PHHPC to adopt and amend rules and regulations, subject to the approval of the Commissioner, to implement the purposes and provisions of PHL 6 Article 28, and to establish minimum standards governing the operation of health care facilities. PHL Section 3612 authorizes PHHPC to adopt and amend rules and regulations, subject to the approval of the Commissioner, with respect to certified home health agencies and providers of long term home health care programs. PHL Section 4010 (4) authorizes PHHPC to adopt and amend rules and regulations, subject to the approval of the Commissioner, with respect to hospice organizations. Legislative Objectives: PHL 225 empowers PHHPC to address any issue affecting the security of life or health or the preservation and improvement of public health in the state of New York, including designation and control of communicable diseases and ensuring infection control at healthcare facilities and any other premises. PHL Article 28 specifically addresses the protection of the health of the residents of the State by assuring the efficient provision and proper utilization of health services of the highest quality at a reasonable cost. PHL Article 36 addresses the services rendered by certified home health agencies. PHL Article 40 declares that hospice is a socially and financially beneficial alternative to conventional curative care for the terminally ill. The requirement of surgical or procedure masks of unvaccinated healthcare and residential facility and agency personnel in these facilities promotes the health and safety of the patients and residents they serve and support efficient and continuous provision of services. Needs and Benefits: In general, section 2.59 of Title 10 of the NYCRR requires healthcare personnel who have not been vaccinated against influenza to wear a mask during the influenza season. These 7 amendments clarify certain provisions of the existing regulation and make one substantive change. The clarifying amendments codify the Department’s interpretation of section 2.59, as published by the Department in a document entitled “Frequently Asked Questions (FAQ) Regarding Title 10, Section 2.59 ‘Regulation for Prevention of Influenza Transmission by Healthcare and Residential Facility and Agency Personnel’”, dated September 24, 2013. The amendments clarify that the masking requirement applies in those areas where patients or residents are “typically” present, rather than “may be” present. The amendments also define “influenza vaccine” to mean a vaccine approved as an influenza vaccine by the Food and Drug Administration (FDA), or pursuant to an Emergency Use Authorization (EUA), or as an Emergency Investigational New Drug (EIND). This clarification is important because, in the event of a novel influenza virus outbreak, such as H1N1 in 2009, new vaccines and emergency use of existing vaccines may be available or necessary to meet the requirements of the regulation. The amendments also clarify that the regulation is not intended to require mask wear while a patient or resident is receiving services outside the home or regulated facility. This regulation is based on the reasonable expectation that patients and residents should not be exposed to influenza in their homes or in medical care facilities, by the personnel who they rely upon to care for them. However, when they choose to leave the home or facility and interact with the general public in the community, they are potentially exposing themselves to influenza from any number of sources. The risk of exposure from the healthcare provider is essentially 8 subsumed by the risk of general community exposures. For this reason, unvaccinated healthcare personnel who are accompanying patients are not required to wear masks while away from patient homes and off facility grounds—for example, while on public transportation, at community events, and in shops. The final clarification amendment provides that the regulation should not be interpreted as requiring mask wear by unvaccinated personnel who provide speech therapy services, during the time that such personnel are providing care. Similarly, for any person who lip reads, unvaccinated personnel may remove the mask when necessary to communicate. These amendments also include one important substantive change, in that they revise the documentation requirement for healthcare and residential facilities and agencies. The intent of this change is to create a more flexible system for documenting vaccination status, thereby easing the regulatory burden on regulated parties. Specifically, required documentation would include only the date of vaccination and information specifying the vaccine formulation administered. Further, where the personnel of a healthcare or residential facility or agency includes contract staff and students, the facility or agency may accept an attestation from the employer or school, stating that specified persons have been vaccinated and that the employer or school maintains the required documentation. 9 Costs for the Implementation of and Continuing Compliance with these Regulations to the Regulated Entity: These amendments do not create any new costs for regulated entities. The revised documentation requirements are expected to ease the regulatory burden on healthcare and residential facilities and agencies. Cost to State and Local Government: These amendments do not create any new costs for State or local government. To the extent that State or local governments operate healthcare and residential facilities and agencies, the revised documentation requirements are expected to ease the regulatory burden on these entities. Cost to the Department of Health: There are no additional costs to the State or local government. Existing staff will be utilized to educate healthcare and residential facilities and agencies about the revised reporting requirements. Local Government Mandates: There are no additional programs, services, duties or responsibilities imposed by this rule upon any county, city, town, village, school district, fire district or any other special district. 10 Paperwork: These amendments will not result in any additional paperwork or electronic reporting. The revised documentation requirements are expected to ease the regulatory burden on regulated entities. Duplication: This regulation will not conflict with any state or federal rules. Alternative Approaches: The alternative would be to leave the current regulation in its current form. However, doing so would continue documentation requirements for regulated parties that do not include the flexibility of this proposed amendment. There would also be no provision relating to persons who choose not to be vaccinated and who, for a medical reason, cannot wear a mask. Federal Requirements: There are no minimum standards established by the federal government for the same or similar subject areas. Compliance Schedule: This proposal will go into effect upon a Notice of Adoption in the New York State Register. 11 Contact Person: Ms. Katherine E. Ceroalo NYS Department of Health Bureau of House Counsel, Regulatory Affairs Unit Corning Tower Building, Room 2438 Empire State Plaza Albany, NY 12237 (518) 473-7488 (518) 473-2019 –FAX REGSQNA@health.state.ny.us 12 REGULATORY FLEXIBILITY ANALYSIS FOR SMALL BUSINESS AND LOCAL GOVERNMENTS Effect of Rule: Any facility defined as a hospital pursuant to Article 28, a home services agency by PHL Article 36, or a hospice by PHL Article 40 will be required to comply. In New York State there are approximately 228 general hospitals, 1198 hospital extension clinics, 1239 diagnostic and treatment centers, and 635 nursing homes. There are also 139 certified home health agencies (CHHAs), 97 long term home health care programs (LTHHCP), 19 hospices and 1164 licensed home care services agencies (LHCSAs). Of those, it is known that 3 general hospitals, approximately 237 diagnostic and treatment centers, 40 nursing homes, 69 CHHAs, 36 hospices and 860 LHCSAs are small businesses (defined as 100 employees or less), independently owned and operated, affected by this rule. Local governments operate 18 hospitals, 40 nursing homes, 42 CHHAs, at least 7 LHCSAs, and a number of diagnostic and treatment centers and hospices. Compliance Requirements: All facilities and agencies must comply with the revised documentation requirement regarding the vaccination status of personnel. Professional Services: There are no additional professional services required as a result of this regulation. 13 Compliance Costs: These amendments do not create any new costs for small businesses or local governments. To the extent that small businesses and local governments operate healthcare and residential facilities and agencies, the revised documentation requirements are expected to ease the regulatory burden on these entities. Economic and Technological Feasibility: This proposal is economically and technically feasible, as it does not impose any additional burdens. Minimizing Adverse Impact: This amendment does not create any adverse effect on regulated parties that would require a minimization analysis. Small Business and Local Government Participation: Small businesses and local governments are invited to comment during the Codes and Regulations Committee meeting of the Public Health and Health Planning Council, as well as during the official comment period. Cure Period: Chapter 524 of the Laws of 2011 requires agencies to include a “cure period” or other opportunity for ameliorative action to prevent the imposition of penalties on the party or parties subject to enforcement when developing a regulation or explain in the Regulatory Flexibility 14 Analysis why one was not included. This regulation creates no new penalty or sanction. Hence, a cure period is not necessary. 15 RURAL AREA FLEXIBILITY ANALYSIS Effect of Rule: Any facility defined as a hospital pursuant to Article 28, a home services agency by PHL Article 36, or a hospice by PHL Article 40 will be required to comply. In New York State there are approximately 228 general hospitals, 1198 hospital extension clinics, 1239 diagnostic and treatment centers, and 635 nursing homes. There are also 139 certified home health agencies (CHHAs), 97 long term home health care programs (LTHHCP), 19 hospices and 1164 licensed home care services agencies (LHCSAs). Of those, it is known that 47 general hospitals, approximately 90 diagnostic and treatment centers, 159 nursing homes, 92 certified home health agencies, 19 hospices, and 26 LHCSAs are in counties serving rural areas. These facilities and agencies will not be affected differently than those in non-rural areas. Compliance Requirements: All facilities and agencies must document the vaccination status of each personnel member as defined in this regulation for influenza virus, in their personnel or other appropriate record. Professional Services: There are no additional professional services required as a result of this regulation. 16 Compliance Costs: These amendments do not create any new costs for small businesses or local governments. To the extent that healthcare and residential facilities and agencies are located in rural areas, the revised documentation requirements are expected to ease the regulatory burden on these entities. Economic and Technological Feasibility: This proposal is economically and technically feasible, as it does not impose any additional burdens. Minimizing Adverse Impact: This amendment does not create any adverse effect on regulated parties that would require a minimization analysis. Public and Local Government Participation: The public and local governments are invited to comment during the Codes and Regulations Committee meeting of the Public Health and Health Planning Council, as well as during the official comment period. 17 JOB IMPACT STATEMENT No Job Impact Statement is required pursuant to section 201-a(2)(a) of the State Administrative Procedure Act (SAPA). It is apparent, from the nature of the proposed amendment, that it will have no impact on jobs and employment opportunities. 18 SUMMARY OF EXPRESS TERMS Sections 600.3 and 710.5 of 10 NYCRR require that amendments to Certificate of Need (CON) applications that have been approved by the Public Health and Health Planning Council (PHHPC) be referred to the PHHPC and the regional Health Systems Agency (HSA), if applicable, for reevaluation and recommendations. An amendment is defined as: 1) a change in the method or terms of financing of the approved project in excess of ten percent of the approved project costs, or $15 million, whichever is less; or 2) an increase in the total basic costs of construction of the project greater than $6 million and in excess of ten percent of approved project costs, whichever is less; or 3) a substantial change in the terms of agreement for the land or building involved in the project; or 4) a reduction in the scope of the project accounting for 15 percent or more of approved project costs; or 5) an increase in the number and/or types of beds or services approved for the project; or 6) a change in the site of construction if outside the facility’s planning area; or 7) a change in the applicant. The proposed rule changes would delete subparagraphs (1), (2), (3) and (4) of paragraph (c) of section 600.3 and subparagraphs (1), (2), (3) and (4) of paragraph (b) of section 710.5 to remove from the definition of an amendment the above changes in the method or terms of a project’s financing, increases in total basic project costs, changes in the terms of agreement for a project’s land or building, and reductions in project scope accounting for more than 15 percent of approved costs. Approval of the proposed rule would remove the requirement that the affected changes be referred to the PHHPC (and where applicable, the regional HSA) for reevaluation and recommendation. Removal of the cited provisions would render the affected changes modifications, making them subject only to prior approval by the Commissioner, as set forth in sections 600.3(f) and 710.1(c)(3). 2 Pursuant to the authority vested in the Public Health and Health Planning Council, subject to the approval of the Commissioner of Health, by sections 2801-a(1) and 2802(1) of the Public Health Law, subdivision (b) of Section 600.3 and subdivision (b) of Section 710.5 of Title 10 (Health) of the Official Compilation of Codes, Rules and Regulations of the State of New York are hereby amended, to be effective upon publication of a Notice of Adoption in the New York State Register, to read as follows: Section 600.3 is amended to read as follows: 600.3 Amendments and modifications to applications. (a) A change to an application before the Public Health and Health Planning Council has approved or contingently approved the application is hereafter referred to as a [modification] revision; a change to an application which has been approved or contingently approved by the council but for which an operating certificate has not yet been issued shall be referred to as an amendment if it meets the criteria contained in subdivision (c) of this section, and shall be referred to as a modification approvable pursuant to subdivision (f) if it does not meet the criteria contained in subdivision (c) or does not meet the criteria in subdivision (e). (b) An application made to the Public Health and Health Planning Council, pursuant to this Part, may be modified before the council has approved or contingently approved the application. Such modifications shall be made on appropriate forms supplied by the department and submitted to the council through the central office of the department in Albany and shall be governed by the following: [(1) nine copies of a modification must be submitted;] ([2] 1) any modification in the information contained in the original application must 3 be accompanied by a satisfactory written explanation as to the reason such information was not contained in the original application; ([3] 2) the department, when reviewing a competitive batch of applications, may establish deadlines pursuant to written notification for the submission of any modification to an application; and ([4] 3) if a modification is submitted after any such deadline(s), the application shall be removed from consideration within the competitive batch being reviewed. (c) After the Public Health and Health Planning Council has approved or contingently approved an application but prior to the issuance of an operating certificate, any change as set forth in paragraphs (1) through ([7]3) of this subdivision shall constitute an amendment to the application, and the applicant shall submit [nine copies thereof] the proposed amendment to the department's central office together with appropriate documentation explaining the reason(s) for the amendment and such additional documentation as may be required in support of such amendment. The amended application shall be referred to the health systems agency having geographic jurisdiction and the [State Hospital Review] Public Health and Health Planning Council for their reevaluation and recommendations. The approval of the Public Health and Health Planning Council must be obtained for any such amendment. Each of the following shall constitute an amendment: [(1) a change in the method or terms of financing which results in an increase in total project costs, unless the applicant can demonstrate, to the satisfaction of the commissioner, acting on behalf of the Public Health and Health Planning Council, that such change in the method or terms of financing: (a) will not result in a more expensive 4 project on a present-value basis for third-party payors when evaluated over the expected life of the project; or (b) will not result in an increase in the cost of the project, on a present value basis over its expected life, in excess of ten percent of approved project costs or $15,000,000, whichever is less; (2) an increase in the total basic costs of construction as originally approved which is in excess of ten percent or $15,000,000, whichever is less, of the approved total basic costs of construction provided such increase exceeds $6,000,000 and the cost increase is not a result of factors of an emergency nature, local zoning and planning issues or inflation, addressed below in subdivision (e) of this section. (3) a reduction in construction, renovation or modernization which accounted for 15 percent or more of the total basic costs of construction of the application as approved without a corresponding reduction in the total basic costs of construction, subject to consideration of fixed costs; (4) a substantial change in the terms of any agreement to construct, renovate, or acquire, through a purchase, lease or other arrangement, any land or building related to the application;] ([5]1) a change in the number and/or type of beds and/or services, other than a reduction of service which would be subject to administrative review; ([6]2) a change in the location of the site of the construction if outside the facility's service area or adjacent service area; and ([7]3) any change in the applicant. (d) For purposes of this section, the following terms shall have the following meanings: (1) Total project cost means total costs for construction, including but not limited to 5 costs for demolition work, site preparation, design and construction contingencies, total costs for real property, for fixed and movable equipment, architectural and/or engineering fees, legal fees, construction manager and/or cost consultant fees, construction loan interest costs, and other financing, professional and ancillary fees and charges. If any asset is to be acquired through a leasing arrangement, the relevant cost shall be the cost of the asset as if purchased for cash, not the lease amount. (2) Total basic cost of construction means total project costs less the capitalized amount of construction loan interest and financing fees. (e)(1) If the commissioner, acting on behalf of the Public Health and Health Planning Council, determines that increases in total project costs or total basic costs of construction are due to factors of an emergency nature such as labor strikes, fires, floods or other natural disasters or factors beyond the control of the applicant, or modifications to the architectural aspects of the application which are made on the recommendation of the department, the applicant may proceed without the need for the application to be referred back to the health systems agency[,the State Hospital Review and Planning Council] and the Public Health and Health Planning Council. (2) If the applicant can document by evidence acceptable to the commissioner, acting on behalf of the Public Health and Health Planning Council, that increases in total project cost or total basic cost of construction were caused by delays in obtaining zoning or planning approvals which were beyond its control, the commissioner may permit review of the application to proceed without the need for the application to be referred back to the health systems agency[, the State Hospital Review and Planning Council]and the Public Health and Health Planning Council pursuant to this Part. The evidence shall 6 demonstrate clearly that the applicant had timely pursued the zoning or planning permits, has now obtained all such required permits and approvals, and is prepared to proceed with the project. (3) If the applicant can document by evidence acceptable to the commissioner, acting on behalf of the Public Health and Health Planning Council, that increases in the total basic cost of construction were caused by inflation in excess of that estimated and approved in the application and that such inflation has affected the total basic cost of construction as a result of delays which were beyond the applicant's control, the commissioner may permit review of the application to proceed without the need for the application to be referred back to the health systems agency[, the State Hospital Review and Planning Council] and the Public Health and Health Planning Council pursuant to this Part. The evidence shall demonstrate clearly that the increase in inflation exceeds that estimated and approved in the application, and that any delays resulting in such inflationary cost increases were beyond the applicant's control. (f) Any modification submitted subsequent to the issuance of any approval by the Council which does not constitute an amendment pursuant to the provisions of this section shall require only the prior approval of the commissioner. (g) Failure to disclose an amendment prior to the issuance of an operating certificate shall constitute sufficient grounds for the revocation, limitation or annulment of the approval of establishment. * * * Section 710.5 is amended to read as follows: 7 710.5 Amendments. (a) Subsequent to an approval or contingent approval of an application under this Part, any change, as set forth in paragraphs (b)(1) through ([7]3) of this section, shall constitute an amendment to the application, and the applicant shall submit appropriate documentation as may be required by the commissioner pursuant to this Part in support of such amendment. The amended application shall be referred to the health systems agency having jurisdiction and the [State Hospital Review] Public Health and Health Planning Council for their reevaluation and recommendations. The approval of the commissioner shall be obtained for any such amended application. (b) Any of the following shall constitute an amendment: [(1) a change in the method or terms of financing unless the applicant can demonstrate, to the satisfaction of the commissioner, that such change in the method or terms of financing will not result in a more expensive project on a present-value basis for thirdparty payors when evaluated over the expected life of the project, or that such change will not result in an increase in the cost of the project, on a present value basis over its expected life, in excess of ten percent of approved project costs or $15 million, whichever is less; (2) an increase in the total basic costs of construction as originally approved which is in excess of ten percent, or $15,000,000, whichever is less, of the approved total basic costs of construction, provided such increase exceeds $6,000,000 and the cost increase is not a result of local zoning and planning issues addressed below in paragraph (2) of subdivision (c) of this section; (3) a reduction in construction, renovation or modernization which accounted for 15 percent or more of the total basic costs of construction of the application as approved 8 without a corresponding reduction in the total basic costs of construction, subject to consideration of fixed costs; (4) a substantial change in the terms of any agreement to construct, renovate or acquire, through a purchase, lease or other arrangement, any land or building;] ([5]1) a change in the number and/or types of beds and/or services, other than a reduction of service which would be subject to administrative review; ([6]2) a change in the location of the site of the construction if outside the facility's planning area as identified in Part 709. If the change in site, within the facility's planning area, impacts geographic accessibility in such planning area, the commissioner may before making any finding that such change is in the best interest of the planning area seek the recommendation of the [State Hospital Review] Public Health and Health Planning Council and the health systems agency having geographical jurisdiction. In addition, for applications to establish diagnostic and treatment centers which were not reviewed competitively within a batch, a change of site within a planning area shall not constitute an amendment pursuant to the provisions of this section and shall require only the prior approval of the commissioner; or ([7]3) any change in the applicant. (c)(1) If the commissioner determines that increases in total project costs or total basic costs of construction are due to factors of an emergency nature such as labor strikes, fires, floods or other natural disasters, or factors beyond the control of the applicant, or modifications to the architectural aspects of the application which are made on the recommendation of the department, the commissioner may permit review of the application to proceed without the need for the application to be referred back to the 9 health systems agency and the council pursuant to this Part. However, failure of the applicant to obtain financing or appropriate environmental and zoning permits or approvals shall not be deemed to be beyond the control of the applicant. (2) If the applicant can document by evidence acceptable to the commissioner that increases in total project costs or total basic costs of construction were caused by delays in obtaining zoning or planning approvals which were beyond its control, the commissioner may permit review of the application to proceed without the need for the application to be referred back to the health systems agency and the council pursuant to this part. The evidence should clearly demonstrate that the applicant had timely pursued the zoning or planning permits and in addition that the applicant has now obtained all such required permits and approvals and is prepared to proceed with the project. (3) If the applicant can document, by evidence acceptable to the commissioner, that increases in the total basic cost of construction were caused by inflation in excess of that estimated and approved in the application and that such inflation has affected the total basic cost of construction as a result of delays which were beyond the applicant's control, the commissioner may permit review of the application to proceed without the need for the application to be referred back to the health systems agency[, the State Hospital Review and Planning Council] and the Public Health and Health Planning Council pursuant to this Part. The evidence shall demonstrate clearly that the increase in inflation exceeds that estimated and approved in the application, and that any delays resulting in such inflationary cost increases were beyond the applicant's control. (d) The applicant must obtain the prior approval of the commissioner for any change relating to the program scope or functional space concept of the project, total project 10 costs or increase in total basic costs of construction, a change in the ownership interest in the land, building or equipment relating to the proposal, a change in the location of the site of the construction, or interest rates relating to the financing of any aspect of the project, regardless of whether such change constitutes an amendment under this section. * * * 11 NOTICE OF CONSENSUS RULEMAKING Statutory Authority: Pursuant to the authority vested in the Public Health and Health Planning Council, subject to the approval of the Commissioner of Health, by sections 2801-a(1) and 2802(1) of the Public Health Law, the Department proposes to amend subdivision (b) of Section 600.3 and subdivision (b) of Section 710.5 of Title 10 (Health) of the Official Compilation of Codes, Rules and Regulations of the State of New York. Basis: The proposed rule changes would revise provisions of section 600.3 and section 710.5 that require review by the Public Health and Health Planning Council (PHHPC) of certain changes to Certificate of Need (CON) applications for projects awaiting approval or already approved by the PHHPC but which have not yet proceeded to actual establishment or construction. These amendments to the rules would reduce the processing time for amended CON applications, which would result in cost savings for the applicants and in more timely access to the services to be delivered by proposed new entities or through construction activities proposed by established providers. Because of these benefits to hospitals, nursing homes, diagnostic and treatment centers (clinics) and other entities regulated by Article 28 of the Public Health Law, the Department anticipates no objection to the proposed rule changes. On the contrary, representatives of various health care provider associations have expressed support for these changes as part of a larger effort by the Department and the PHHPC to streamline the CON review process. 12 The Department also anticipates no objection to the technical changes being undertaken in the proposed rules. The first of these changes is to substitute reference to the Public Health and Health Planning Council for the former State Hospital Review and Planning Council and the former Public Health Council in sections 600.3 and 710.5. The second is to change the term “modification” to “revision” in section 600.3 where it refers to applications not yet acted upon by the Council. This is because the term “modification” in 600.3 also refers to applications acted upon by the Council for which subsequent proposed changes do not constitute amendments. The proposed change in terminology would resolve this ambiguity in the use of the term “modification” and do away with the confusion it sometimes causes for applicants in proposing changes to their CON applications, whether before or after Council approval. A third technical amendment would remove the provision in section 600.3 that requires applicants to submit nine copies of any proposed revision of an application. This change reflects the Department’s implementation of an electronic system for the submission and processing of CON applications, which eliminates the costs associated with the paper copies currently required of applicants. Contact Person: Ms. Katherine E. Ceroalo New York State Department of Health Bureau of House Counsel, Regulatory Affairs Unit Corning Tower Building, Room 2482 Empire State Plaza Albany, New York 12237 (518) 473-7488 (518) 473-2019 REGSQNA@health.state.ny.us 13 JOB IMPACT STATEMENT The proposed rules simplify the process for the approval of amendment of approved CON applications for the establishment and construction of hospitals, nursing homes, clinics and other health care facilities subject to Article 28 of the Public Health Law. Because these rules represent only a change in application procedures, they will have no impact on jobs and employment opportunities, in the health care sector or elsewhere. 14 Pursuant to the authority vested in the Commissioner of Health pursuant to section 2803 of the Public Health Law, the Official Compilation of Title 10 of the Codes, Rules and Regulations of the State of New York (“NYCRR”) is amended to add a new Part 404, to be effective upon publication of a Notice of Adoption in the New York State Register, to read as follows: A new Part 404 is added to Subchapter A of Chapter V of 10 NYCRR, to read as follows: PART 404 INTEGRATED OUTPATIENT SERVICES 404.1 Background and Intent 404.2 Legal Base 404.3 Applicability 404.4 Definitions 404.5 Integrated Care Models 404.6 Organization and Administration 404.7 Treatment Planning 404.8 Policies and Procedures 404.9 Integrated Care Services 404.10 Environment 404.11 Quality Assurance, Utilization Review and Incident Reporting 404.12 Staffing 404.13 Recordkeeping 404.14 Application and Approval 404.15 Inspection § 404.1 Background and Intent (a) Physical and behavioral health conditions (i.e., mental illness and/or substance use disorders) often occur at the same time. Persons with behavioral disorders frequently experience chronic illnesses such as hypertension, diabetes, obesity, and cardiovascular disease. These illnesses can be prevented and are treatable. However, barriers to primary care, as well as the difficulty in navigating complex healthcare systems, are a major obstacle to care. Primary care settings have, at the same time, become a gateway to the behavioral health system, as people seek care for mild to moderate behavioral health needs (e.g., anxiety, depression, or substance use) in primary health care settings. (b) The term “integrated care” describes the systematic coordination of primary and behavioral health care services. Health care providers have long recognized that many patients have both physical and behavioral health care needs, yet physical and behavioral healthcare services have traditionally been provided and paid for separately. The growing awareness of the prevalence and cost of comorbid physical and behavioral health conditions, and the increased recognition that integrated care can improve outcomes and achieve savings, has led to increasing acceptance of delivery models that integrate physical and behavioral health care. Moreover, most patients prefer to have their physical and behavioral health care delivered in one place, by the same team of clinicians. (c) The purpose of these regulations is to prescribe standards for the integration of physical and behavioral health care services in certain outpatient programs licensed by the Department of Health, the Office of Mental Health, and/or the Office of Alcoholism and Substance Abuse Services. § 404.2 Legal Base (a) Office of Mental Health. (1) Section 7.09 of the Mental Hygiene Law grants the Commissioner of Mental Health the power and responsibility to adopt regulations that are necessary and proper to implement matters under his or her jurisdiction. (2) Section 7.15 of the Mental Hygiene Law charges the Commissioner of Mental Health with the responsibility for planning, promoting, establishing, developing, coordinating, evaluating and conducting programs and services of prevention, diagnosis, examination, care, treatment, rehabilitation, training, and research for the benefit of persons with mental illness. Such law further authorizes the Commissioner to take all actions that are necessary, desirable, or proper to carry out the statutory purposes and objectives of the Office of Mental Health, including undertaking activities in cooperation and agreement with other offices within the Department of Mental Hygiene, as well as with other departments or agencies of state government. (3) Section 31.04 of the Mental Hygiene Law authorizes the Commissioner of Mental Health to set standards of quality and adequacy of facilities, equipment, personnel, services, records and programs for the rendition of services for adults diagnosed with mental illness or children diagnosed with emotional disturbance, pursuant to an operating certificate. (4) Sections 31.07, 31.09, 31.13, and 31.19 of the Mental Hygiene Law authorize the Commissioner of Mental Health or his or her representatives to examine and inspect such programs to determine their suitability and proper operation. Section 31.16 authorizes such Commissioner to suspend, revoke or limit any operating certificate, under certain circumstances. (5) Section 31.11 of the Mental Hygiene Law requires every holder of an operating certificate to assist the Office of Mental Health in carrying out its regulatory functions by cooperating with the Commissioner of Mental Health in any inspection or investigation, permitting such Commissioner to inspect its facility, books and records, including recipients’ records, and making such reports, uniform and otherwise, as are required by such Commissioner. (6) Article 33 of the Mental Hygiene Law establishing basic rights of persons diagnosed with mental illness. (7) Sections 364 and 364-a of the Social Services Law give the Office of Mental Health responsibility for establishing and maintaining standards for medical care and services in facilities under its jurisdiction, in accordance with cooperative arrangements with the Department of Health. (b) Department of Health. Section 2803 of the Public Health Law authorizes the Public Health and Health Planning Council to adopt and amend rules and regulations, subject to the approval of the Commissioner, to implement the provisions of Article 28 of the Public Health Law, and to establish minimum standards governing the operation of health care facilities. (c) Office of Alcoholism and Substance Abuse Services. (1) Section 19.07(c) of the Mental Hygiene Law (MHL) charges the Office of Alcoholism and Substance Abuse Services with the responsibility to ensure that persons who abuse or are dependent on alcohol and/or substances and their families are provided with care and treatment that is effective and of high quality. (2) Section 19.07(e) of the MHL authorizes the commissioner of the Office of Alcoholism and Substance Abuse Services to adopt standards including necessary rules and regulations pertaining to chemical dependence treatment services. (3) Section 19.09(b) of the MHL authorizes the commissioner of Alcoholism and Substance Abuse Services to adopt regulations necessary and proper to implement any matter under his/her jurisdiction. (4) Section 19.21(b) of the MHL requires the commissioner of Alcoholism and Substance Abuse Services to establish and enforce regulations concerning the licensing, certification, and inspection of chemical dependence treatment services. (5) Section 19.21(d) of the MHL requires the Office of Alcoholism and Substance Abuse Services to establish reasonable performance standards for providers of services certified by the Office. (6) Section 19.40 of the MHL authorizes the commissioner of Alcoholism and Substance Abuse Services to issue operating certificates for the provision of chemical dependence treatment services. (7) Section 32.01 of the MHL authorizes the commissioner of Alcoholism and Substance Abuse Services to adopt any regulation reasonably necessary to implement and effectively exercise the powers and perform the duties conferred by Article 32 of the MHL. (8) Section 32.07(a) of the MHL authorizes the commissioner of Alcoholism and Substance Abuse Services to adopt regulations to effectuate the provisions and purposes of Article 32 of the MHL. (9) Section 32.05(b) of the MHL provides that a controlled substance designated by the commissioner of the New York State Department of Health as appropriate for such use may be used by a physician to treat a chemically dependent individual pursuant to section 32.09(b) of the MHL. (10) Section 32.09(b) of the MHL provides that the commissioner of Alcoholism and Substance Abuse Services may, once a controlled substance is approved by the commissioner of the New York State Department of Health as appropriate for such use, authorize the use of such controlled substance in treating a chemically dependent individual. (d) Pursuant to section 365-l(7) of the Social Services Law and Part L of Chapter 56 of the Laws of 2012 the Commissioners of the Office of Mental Health, Office of Alcoholism and Substance Abuse Services and Department of Health are jointly authorized to establish operating, reporting and construction requirements, as well as joint survey requirements and procedures for entities operating under the auspices of one or more such agencies in order to integrate the delivery of health and behavioral health services in an efficient and effective manner. § 402.3 Applicability (a) The provisions of this Part shall apply to providers seeking approval to provide integrated care services at a single outpatient site (host site). This includes locations licensed under Article 28 of the Public Health Law as diagnostic and treatment centers, extension clinics as defined in paragraph (g) of section 401.1 of Title 10 or general hospital outpatient programs, Chemical Dependence Outpatient Services certified under Article 32 of Mental Hygiene Law or Clinic Treatment Programs licensed under Article 31 of Mental Hygiene Law. (b) The standards apply to providers certified or licensed by at least two of the said participating state agencies. The initiative seeks to promote increased access to physical and behavioral health services at a single site and to foster the delivery of integrated services. The services are intended to supplement the care of enrolled clients of the host program who need the additional services. Whenever these standards are utilized, appropriate policy and procedural standards must be in place to ensure safety and welfare of patients and staff. (c) The requirements of this Part shall be in addition to the requirements of the state agency that licensed or certified the proposed host site. (d) An integrated service provider shall continue to ensure documentation as required per 18 NYCRR section 504.3, 517.3(b), 518.1(c), and 518.3(b). (e) Integrated services providers of mental health services shall continue to ensure compliance with 18 NYCRR 505.25. (f) Integrated services providers of substance use disorder services shall continue to ensure compliance with 18 NYCRR 505.27. (g) With respect to billing for medical assistance, an integrated service provider shall continue to ensure compliance with 18 NYCRR 540.6(a) and 540.6(e). § 402.4 Definitions For the purposes of this Part: (a) “Behavioral health care” means care and treatment of mental illness and/or substance use disorders. (b) “Diagnostic and treatment center” means a medical facility as defined in 10 NYCRR section 751.1 or an extension clinic as defined in 10 NYCRR 401.1(g). (c) "Governing authority" means the entity that substantially controls the operator or provider of service and to which a state licensing agency has issued an operating certificate. The governing authority is the body possessing the right to appoint and remove directors or officers, to approve bylaws or articles of incorporation, to approve strategic or financial plans for a provider or service, or to approve operating or capital budgets for a provider of services. (d) “General hospital outpatient program” means a distinct part or unit within a general hospital as defined by section 2801(10) of the Public Health Law through which outpatient services, other than hospital-based ambulatory surgery services, are provided. (e) “Integrated care services" means the systematic coordination of evidence-based physical and behavioral health care in clinics licensed by one or more state licensing agencies in order to promote health and better outcomes, particularly for populations at risk. (f) "Integrated services provider" means a provider holding multiple operating certificates or licenses to provide outpatient services, who has also been authorized by a Commissioner of a state licensing agency to deliver identified integrated care services at a specific site in accordance with the provisions of this Part. (g) “Medical director” is a physician who is responsible for the medical services provided by the integrated care services program, for the overall direction of the medical procedures provided and the direct supervision of medical staff in the performance of medical services. (h) “Outpatient services” means clinic services provided by a diagnostic and treatment center or general hospital outpatient program, a mental health clinic licensed pursuant to Article 31 of the Mental Hygiene Law, or a substance disorder clinic licensed pursuant to Article 32 of the Mental Hygiene Law. (i) “Primary care services” means services provided by a physician, nurse practitioner, or midwife acting within his or her lawful scope of practice under Title VIII of the Education Law and who is practicing in a primary care specialty. (j) "State licensing agency" means the state agency with statutory authority to license or certify a provider of outpatient services and designated in accordance with the provisions of this Part with responsibility to monitor compliance by an integrated care services program with the provisions of this Part. State licensing agency includes the Department of Health, the Office of Mental Health, or the Office of Alcoholism and Substance Abuse Services, as applicable. § 404.5 Integrated Care Models Providers of integrated care services programs will be approved and designated to deliver integrated care services as one of the following models: (a) Primary Care Host Model: Given the recognition that the general health care system can serve as a gateway to the behavioral health care system, treatment for substance use disorder and/or mental illness is integrated into a single outpatient physical health setting. In this model, a diagnostic and treatment center or a general hospital outpatient program shall be the host site and the Department of Health shall be responsible for monitoring compliance by an integrated care services program with the provisions of this Part. (b) Mental Health Behavioral Care Host Model: Given that persons with mental health disorders frequently have a co-occurring substance use disorder and/or also experience chronic illnesses, treatment for substance use disorder and/or physical health is integrated into a single outpatient mental health setting. In this model, an Article 31 clinic treatment program shall be the host site and the Office of Mental Health shall be responsible for monitoring compliance by an integrated care services program with the provisions of this Part. (c) Substance Use Disorder Behavioral Care Host Model: Given that persons with substance use disorders frequently have a co-occurring mental health disorder and/or also experience chronic illnesses, treatment for mental illness and/or physical health is integrated into a single outpatient substance use disorder treatment setting. In this model, an Article 32 chemical dependence outpatient treatment clinic shall be the host site and the Office of Alcoholism and Substance Abuse Services shall be responsible for monitoring compliance by an integrated care services program with the provisions of this Part. § 404.6 Organization and Administration (a) An operator may only promote itself as an integrated services provider if the operator has been properly certified by an appropriate state licensing agency, pursuant to this Part. (b) Governing Body (1) The established governing authority or operator shall be legally responsible for the quality of patient care services, for the conduct and obligations of the integrated services provider and for ensuring compliance with all Federal, State and local laws, including the New York State Public Health Law, Mental Hygiene Law, and the Education Law. (2) In order to achieve and maintain generally accepted standards of professional practice and patient care services, the governing body shall establish, cause to implement, maintain and, as necessary, revise its practices, policies and procedures for the ongoing evaluation of the services operated or delivered by the integrated care services program and for the identification, assessment and resolution of problems that may develop in the conduct of the program. § 404.7 Treatment Planning (a) An integrated service provider offering behavioral health services shall provide treatment planning for each patient. Behavioral health treatment planning is an ongoing process of assessing the behavioral health status and needs of the patient, establishing his or her treatment and rehabilitative goals, and determining what services may be provided by the program to assist the patient in accomplishing these goals. The treatment planning process includes, where appropriate, a means for determining when the patient's goals have been met to the extent possible in the context of the program, and planning for the appropriate discharge of the patient from the program. The treatment planning process is a means of reviewing and adjusting the services necessary to assist the patient in reaching the point where he or she can pursue life goals, without impediment resulting from his or her illness. (b) Patient participation in treatment planning shall be documented by the signature of the patient or the signature of the person who has legal authority to consent to care on behalf of the patient or, in the case of a child, the signature of a parent, guardian, or other person who has legal authority to consent to health care on behalf of the child, as well as the child, where appropriate, provided, however, that the lack of such signature shall not constitute noncompliance with this requirement if the reasons for non-participation by the patient are documented in the treatment plan. The patient's family and/or collaterals (i.e., significant others) may participate as appropriate in the development of the treatment plan and should be specifically identified in the treatment plan. (c) Each patient must have a written patient-centered treatment plan developed by the responsible clinical staff member and patient. Standards for developing a treatment plan include, but are not limited to: (1) For mental health or substance use behavioral care host models, treatment plans shall be completed no later than 30 days after admission. For primary care host models, treatment plans shall be completed no later than 30 days after the decision to begin any mental health and/or substance use services beyond pre-admission assessment. (2) For services provided to a recipient enrolled in a managed care plan which is certified by the Commissioner of the Department of Health or commercial insurance plan which is certified or approved by the Superintendent of the Insurance Department, treatment plans shall be prepared pursuant to such other plan’s requirement as shall apply. (3) If the patient is a minor, the treatment plan must also be developed in consultation with his/her parent or guardian unless the minor is being treated without parental consent as authorized by Mental Hygiene Law section 22.11. (4) For patients moving directly from one program to another, the existing treatment plan may be used if there is documentation that it has been reviewed and, if necessary, updated within 14 days of transfer. (d) The treatment plan should include physical health, behavioral health, and social service needs. In addition, specific consideration of the need for Health Home care coordination should be noted when appropriate. (e) The treatment plan shall include identification and documentation of the following: (1) the patient-identified problem areas specified in the admission assessment; (2) the treatment goals for these problem areas (unless deferred); (3) the objectives that will be used to measure progress toward attainment of treatment goals and target dates for achieving completion of treatment goals; (4) address and identify methods and treatment approaches that will be utilized to achieve the goals developed by the patient and primary counselor; (5) schedules of individual and group counseling; (6) each diagnosis for which the patient is being treated at the program; (7) descriptions of any additional services (e.g., vocational, educational, employment) or off-site services needed by the patient, as well as a plan for meeting those needs; and (8) the signature of the qualified health professional, or other licensed individual within his/her scope of practice involved in the treatment. (f) All treatment plans should be reviewed and updated as clinically necessary based upon the patient’s progress, changes in circumstances, the effectiveness of services, and/or other appropriate considerations. Such reviews shall occur no less frequently than every 90 days, or the next provided service, whichever shall be later. For services provided to a recipient enrolled in a managed care plan which is certified by the Commissioner of the Department of Health or commercial insurance plan which is certified or approved by the Superintendent of the Insurance Department, treatment plans may be reviewed pursuant to such other plan requirement as shall apply. (g) Treatment plan reviews shall include the input of relevant staff, as well as the recipient, family members and collaterals, as appropriate. The periodic review of the treatment plan shall include the following: (1) assessment of the progress of the patient in regard to the mutually agreed upon goals in the treatment plan; (2) adjustment of goals and treatment objectives, time periods for achievement, intervention strategies or initiation of discharge planning, as appropriate; (3) an evaluation of physical health status; and (4) the signature of the qualified health professional, or other licensed individual within his/her scope of practice involved in the treatment. § 404.8 Policies and Procedures An integrated service provider shall have written policies, procedures, and methods governing the provision of services to patients, including a description of each service provided. These policies, procedures, and methods shall be reviewed annually and revised as necessary. They shall address, at a minimum, the following: (a) admission criteria; (b) evaluations and treatment plans; (c) screening for chemical dependence, mental health, and/or physical health issues; (d) the provision of medical services, including screening and referral for associated physical or behavioral health conditions; (e) ensuring prompt follow-up action on patients with abnormal test results or physical findings; (f) identification of specific support and ancillary providers, where appropriate, and methods for coordinating such service delivery; (g) appropriate transfer and referral procedures to and from other services; (h) discharge criteria; (i) procedures for handling patient emergencies and identification of available offhour emergency services seven days per week, 24 hours per day, including, but not limited to, detoxification, withdrawal and acute psychiatric services; (j) ensuring that emergency equipment and staff prepared to care for emergencies are provided in accordance with the services provided at the host site, and equipment is maintained in working order; (k) the continuity of care, including regular participation of all integrated care services staff in case conferences, in-service training and staff meetings; (l) the prescription and administration of medication which shall be consistent with applicable Federal and State laws and regulations; (m) discharge criteria; (n) policies and procedures for investigating, controlling and preventing infections in the host site. The policies and procedures shall include those for: (1) the isolation of patients with communicable or infectious diseases or patients suspected of having such diseases; (2) training all personnel rendering care to such patients in the employment of standard infection control techniques; (3) obtaining periodic reports of nosocomial infections (nosocomial infections shall include an increased incidence or outbreak of disease due to biological, chemical or radioactive agents or their toxic products occurring in patients or persons working in the host site); and (4) reporting immediately to the regional health director or associate health commissioner for New York City affairs the presence of nosocomial infections and to the city, county or district health officer the presence of any communicable disease as defined in section 2.1 of Title 10 NYCRR (State Sanitary Code); (o) public health education and screening with regard to tuberculosis, sexually transmitted diseases, hepatitis, and HIV/AIDS prevention and harm reduction; and (p) the requirement of the mandatory offer of HIV testing in accordance with section 2781-a of Article 27-F of the Public Health Law. § 404.9 Integrated Care Services (a) Physical Health Primary Care Services (1) General Principles. Integrated services providers of primary care services shall effectively meet patient physical health needs by: (i) providing patient care in a continuous manner by the same health care practitioner, whenever possible; (ii) appropriately referring to other health care facilities or health care practitioners for services not available; (iii)identifying, assessing, reporting and referring cases of suspected child abuse or neglect; (iv) identifying, assessing, reporting and referring cases of suspected or confirmed domestic violence victims; (v) ensuring that all staff receive education in the identification, assessment, reporting and referral of cases of suspected child abuse or maltreatment and identification and treatment of victims of domestic violence; and (vi) developing a written plan of treatment which shall be periodically revised, as necessary, in consultation with other health care professionals. (2) Provision of Primary Care Services (i) All primary care services shall be provided in a manner that safely and effectively meets the needs of the patients served in the integrated care services program. (ii) Integrated care services programs delivering primary care services must have sufficient staff and appropriate equipment to deliver primary care services. (iii) Integrated services providers delivering primary care services shall conduct periodic reviews of its integration of primary care services with behavioral health services as part of its overall quality assurance program. (iv) Integrated services providers delivering primary care services shall assign a medical director to be responsible for the primary care services. (v) Primary care services provided within the specialty of OB/GYN are limited to routine gynecologic care and family planning provided pursuant to 10 NYCRR 753. (vi) Primary care services shall not include prenatal care, dental services and ambulatory surgery which includes any procedure that requires more than minimal sedation or local anesthesia, unless specifically authorized by the Department of Health. (vii) Health care practitioners, or their delegate, shall provide their patient complete and current information concerning his or her diagnosis, treatment and prognosis in terms the patient can be reasonably expected to understand and necessary for the patient to give informed consent prior to the start of any nonemergency procedure or treatment or both. An informed consent shall include, at a minimum, the provision of information concerning the specific procedure or treatment or both, the reasonably foreseeable risks involved, and alternatives for care or treatment, if any, as a reasonable medical practitioner under similar circumstances would disclose in a manner permitting the patient to make a knowledgeable decision. A patient also may refuse treatment to the extent permitted by law and to be fully informed of the medical consequences of his/her action. (b) Mental Health Services (1) Integrated services providers of mental health care shall offer each of the following mental health services, to be provided consistent with patients’ conditions and needs, and which include: (i) Outreach; (ii) Crisis Intervention: (a) mental health crisis intervention services must be available 24 hours a day/7 days per week. (b) after hours coverage may be provided directly by the integrated services provider or pursuant to a Clinical Services Contract which must require, at a minimum, that in the event of a crisis, the nature of the crisis and any measures taken to address such crisis are communicated to the primary care clinician or other designated clinician involved in the individual’s treatment in the primary care component of the integrated care services program on the next business day. (iii) Psychotropic medication treatment, including injectable psychotropic medication administration for adult patients; (iv) Psychotherapy services, including but not limited to: (a) Family/Collateral psychotherapy; (b) Group psychotherapy; and (c) Complex Care Management. (1) The following optional services may be offered: (i) Developmental testing (for children and adolescents); (ii) Psychological testing; (iii)Psychiatric consultation; or (iv) Injectable Psychotropic medication administration for patients who are minors. (2) Notwithstanding 14 NYCRR Part 599, mental health services shall be delivered pursuant to section 404.7 of this Part. (3) Integrated services providers delivering mental health services shall conduct periodic reviews of the integration of primary care and/or chemical dependence services as part of its overall quality assurance program. (c) Substance Use Disorder Services (1) For purposes of this subdivision, the term “clinical staff” shall mean staff who provide services directly to patients as prescribed in the treatment/recovery plan; including licensed medical staff, credentialed or licensed staff, noncredentialed staff, and student interns. (2) Integrated services providers of substance use disorder services shall offer each of the following services, to be provided consistent with patients’ conditions and needs: (i) Counseling, which can be delivered via two distinct methods: (a) Individual counseling, which is a face-to-face service between a clinical staff member and a patient focused on the needs of the patient to be delivered consistent with the treatment/recovery plan, its development, or emergent issues. Individual counseling must be provided with a frequency and intensity consistent with the individual needs of each unique patient, as prescribed by the responsible clinical staff member; and (b) Group counseling, which is a face-to-face service between one or more clinical staff member and multiple patients at the same time, to be delivered consistent with patient treatment/recovery plans, their development, or emergent issues. Group counseling must contain no more than 15 patients in each group counseling session. (2) Education about, orientation to, and the opportunity for participation in, available and relevant peer support and mutual assistance groups; and (3) Chemical abuse and dependence awareness and relapse prevention. (4) An integrated services provider of chemical dependence services shall: (i) promote the achievement and maintenance of recovery from chemical dependence and abuse; (ii) improve functioning and development of necessary recovery management skills so the patient can be treated in the least intensive environment; and (iii) develop individualized treatment/recovery plans to support the achievement and maintenance of recovery from chemical dependence and abuse, the attainment of economic self-sufficiency (including, where appropriate, the ability to sustain long-term productive employment), and improvement of the patient's quality of life. (5) Integrated services providers delivering chemical dependence services shall conduct periodic reviews of the integration of primary care and/or mental services as part of its overall quality assurance program. § 404.10 Environment (a) The minimum physical plant requirements necessary for certification for existing facilities to provide integrated care services are described herein. Providers licensed or certified by a state licensing agency after the effective date of this Part that wish to provide integrated care services or anticipate new construction or significant renovations shall comply with the requirements under Part 711 (General Standards of Construction) and Part 715 (Standards of Construction for Freestanding Ambulatory Care Facilities) of Title 10 of New York Codes, Rules and Regulations. (b) Outpatient clinic sites proposing to integrate services pursuant to these standards must currently be in compliance with the applicable state licensing agency’s environmental standards currently governing the site. (c) Standards for Integrated Care Services Clinics. In addition to being in compliance with the applicable state licensing agency’s environmental standards currently governing the site as required under subdivision (b) of this section, integrated services providers shall meet the following requirements: (1) General Facility Requirements (i) A current and accurate floor plan, specifying room locations, dimensions and functions will be provided to each applicable state licensing agency. Program space, except medical examination and treatment rooms, may be shared between certified outpatient services pursuant to an approved schedule. Individual and group rooms should not be utilized for multiple services simultaneously. (ii) An adequately furnished waiting area shall be available to those waiting for services and shall be supervised to control access to the facility. There should be sufficient separation and supervision of various treatment groups (e.g. children) to ensure safety. (iii) Programs shall ensure accessibility for person with disabilities, including availability of accessible bathroom facilities. (iv) Sufficient space for individual and group sessions consistent with the number of people served and the service offered shall be available. Space should afford visual and acoustical privacy for both individuals served and staff. (v) Programs shall have sufficient and appropriate furnishings and program related equipment and materials for the population served. (vi) Areas for the proper storage, preparation and use or dispensing of medications and medical supplies and equipment shall be made available. Sharps containers shall be provided and secured, syringes and other supplies should be securely stored, and provisions for holding medical/Red Bag waste are required. (vii) Programs shall provide for controlled access to and maintenance of records and confidentiality of all patient information. (viii) Annual inspection and testing of the existing fire alarm system, including battery operated smoke detectors, fire extinguishers, emergency lighting systems, illuminated exit signs and environmental controls and heating/cooling systems shall be conducted. (ix) Facilities should be maintained in a clean and responsible manner which protects the health and safety of all occupants. (2) Specific Facility Requirements for Integrating Primary Care Services (i) Notwithstanding Part 710 (Approval of Medical Facility Construction), Part 711 (General Standards of Construction) and Part 715 (Standards of Construction for Freestanding Ambulatory Care Facilities) of Title 10 NYCRR, physical plant standards under this sub-clause apply to a behavioral health clinic provider authorized to integrate physical health services with no more than 3 proposed examination rooms for physical health services. (a) Clean Storage. A separate room or closet for storing clean and sterile supplies shall be provided. This storage shall be in addition to that of cabinets and shelves within the exam rooms or patient treatment areas. (b) An integrated service provider shall dispose of soiled linens and trash appropriately, either through specially-designated receptacles or separate holding room depending upon the volume of soiled materials generated. (c) If utilizing a receptacle for soiled linens and trash, such receptacle shall not exceed 32 gallons in capacity and shall meet the following: (1) The average density of the container capacity in a room or space shall not exceed 0.5 gal/ft sq. (2) A receptacle with a capacity of 32 gallon shall not exceed any 64 ft sq. area. (3) Mobile soiled linen or trash collection receptacles greater than 32 gallons shall be located in a room protected as a hazardous area when not attended. (d) If exceeding 32 gallons in capacity at any given time, the integrated service provider shall maintain a soiled holding room. (1) Soiled holding is for separate collection, storage, and disposal of soiled materials. (2) A soiled holding room shall be provided, if a dedicated space cannot be provided in the storage area. (3) All contaminated materials shall be located and placed in a secured and sealed container and disposed of properly in. This shall be in the dedicated storage space that is secured and access is only by the Limited Service Clinic Staff. (4) The containers used solely for recycling clean waste or for patient records awaiting destruction outside a hazardous storage area shall be a maximum capacity of 96-gallons. To allow the increase in size of containers used solely for recycling clean waste or for patient records awaiting destruction outside of a hazardous storage area to be a maximum of 96-gallons, but only if the provider/supplier is in compliance with sections 18/19.7.5.7.2 of the 2012 Life Safety Code. (e) Toilet Rooms (1) A toilet room containing a hand-washing station shall be accessible from all examination and treatment rooms. (2) Public Toilet. Toilet(s) for public use shall be immediately accessible to the waiting area. In smaller units (less than four employees), the toilet may be unisex. (3) Where a facility contains no more than three examination and/or treatment rooms, the patient toilet shall be permitted to serve waiting areas. (4) Staff toilet and lounge shall be provided in addition to and separate from public and patient facilities. (5) Centralized staff facilities are not required in small centers. In small centers, staff may utilize shared toilet facilities. Small centers less than four employees. (6) Floors shall have a smooth, hard, non-absorbant surface that extends upward onto the walls at least 6 inches (152 mm). Vinyl composition tile (VCT) shall not be used in toilet rooms. (f) Examination and Treatment Rooms (1) No more than 3 examination rooms shall be provided. (2) At least one examination room shall be available for each provider who may be on duty at any one time. (3) Provision shall be made to preserve patient privacy from observation from outside an examination/treatment room through an open door. (4) A counter or shelf space for writing or electronic documentation shall be provided. (g) Space Requirements (1) Each examination/observation room shall have a minimum clear floor area of 80 square feet (7.43 square meters). (2) The exam room can be a minimum of 72 square feet in size. If other exams rooms are handicap compliant or operational, assistance can be provided by the escort in and out of the exam room. (3) If three exams rooms are provided, two should be handicap accessible. (4) Room arrangement shall permit a minimum clear dimension of 2 feet 8 inches (81.28 centimeters) at each side and at the foot of the examination table, recliner, or chair. (5) The room has to be proportionally designed and clearances maintained in the exam room. (h) Hand-Washing Stations (1) A hand-washing station shall be provided in each room where hands-on patient care is provided. (2) Hand sanitation dispensers shall be provided in addition to hand-washing stations. (3) Hand-washing basins/countertops shall be made of porcelain, stainless steel, or solid surface materials. Basins shall be permitted to be set into plastic laminate countertops if, at a minimum, the substrate is marine-grade plywood (or equivalent) with an impervious seal. (4) Sinks shall have well-fitted and sealed basins to prevent water leaks onto or into cabinetry and wall spaces. (5) The water pressure at the fixture shall be regulated. (6) Design of sinks shall not permit storage beneath the sink basin, and should accommodate ADA accessibility standards for clearance under the sink basin as required by Title 28 of the Code of Federal Regulations, Public Health Parts 35 and 36. (i) Waiting Area (1) The waiting area for patients and escorts shall be under staff control. (2) The seating shall contain no fewer than two spaces for each consultation room and no fewer than 1.5 spaces for the combined projected capacity at one time of the group rooms. (3) Where the psychiatric outpatient unit has a formal pediatrics service, a separate, controlled area for pediatric patients shall be provided. (4) The waiting area shall accommodate wheelchairs. (5) Provisions for drinking water shall be available for waiting patients. In shared facilities, provisions for drinking water may be outside the outpatient area if convenient for use. (j) Corridor Allowed to be Used as a Waiting Area (1) Fixed furniture in egress corridor. The furniture must be securely attached to the floor or wall and can be on only one side of the corridor. Each grouping of furniture cannot exceed 50 square feet and must be at least 10 feet from other groupings. (2) Furniture is located so as to not obstruct access to building service and fire protection equipment, such as fire extinguishers, manual fire alarm boxes, shutoff valves, and similar equipment (3) Corridors throughout the smoke compartment are protected by an electrically supervised automatic smoke detection system, or the fixed furniture spaces are arranged and located to allow direct supervision by the facility staff from a nurses’ station or similar space (4) The smoke compartment is protected throughout by an approved, supervised automatic sprinkler system. (k) Combustible Decorations in Egress Corridors and Rooms (1) Combustible decorations are flame-retardant or are treated with approved fire-retardant coating that is listed and labeled for application to the material to which it is applied (2) The decorations meet the requirements of NFPA 701, Standard Methods of Fire Tests for Flame Propagation of Textiles and Films (3) The decorations exhibit a heat release rate not exceeding 100 kW when tested in accordance with NFPA 289, Standard Method of Fire Test for Individual Fuel Packages, using the 20 KW ignition source (4) The decorations, such as photographs, paintings, and other art, are attached directly to walls, ceiling, and non-fire rated doors in accordance with the following: i. Decorations on non-fire rated doors do not interfere with the operation or any required latching of the door. ii. Decorations do not exceed 20 percent of the wall, ceiling, or door areas inside any room or space of a smoke compartment that is not protected throughout by an approved automatic sprinkler system. iii. Decorations do not exceed 30 percent of the wall, ceiling, and door areas inside any room or space of a smoke compartment that is protected throughout by an approved supervised automatic sprinkler system. (l) Existing openings in exit enclosures to mechanical equipment spaces that are protected by fire-rated door assemblies. These mechanical equipment spaces must be used only for non-fuel-fired mechanical equipment, must contain no storage of combustible materials, and must be located in sprinklered buildings. This waiver allowance will be permitted only if the provider/supplier is in compliance with all other applicable 2000 LSC exit provisions, as well as with section 7.1.3.2.1(9)(c) of the 2012 LSC. (ii) Behavioral health clinic providers authorized to integrate physical health services with more than 3 proposed examination rooms shall comply with the requirements under Part 710 (Approval of Medical Facility Construction), Part 711 (General Standards of Construction) and Part 715 (Standards of Construction for Freestanding Ambulatory Care Facilities) of Title 10 NYCRR. (d) Building Code Requirements (1) All services and facilities are required to adhere to applicable building codes as well as all local occupancy, use, building and zoning laws. (2) A valid Certificate of Occupancy is required. (3) NFPA 101 Life Safety Code, 2000 edition for Chapter 20 New Ambulatory Health Care, Chapter 21 Existing Ambulatory Health Care, Chapter 38 New Business, and Chapter 39 Existing Business occupancies. (4) New York State Sanitary Code. (5) All occupied areas shall be ventilated by natural and/or mechanical means. (6) Air-handling duct systems shall meet the requirements of NFPA 90A. § 404.11 Quality Assurance, Utilization Review and Incident Reporting (a) Quality Assurance (1) Physical Health Services. (i) Integrated services providers of physical health care shall ensure the development and implementation of a written quality assurance program that includes a planned and systematic process for monitoring and assessing the quality and appropriateness of patient care and clinical performance on an ongoing basis. The integrated care services program shall resolve identified problems and pursue opportunities to improve patient care. (ii) The integrated care services program shall be supervised by the medical director. This responsibility may not be delegated. (iii)There shall be a written plan for the quality assurance program which describes the program's objectives, organization, responsibilities of all participants, scope of the program and procedures for overseeing the effectiveness of monitoring, assessing and problem-solving activities. (iv) The quality assurance process shall define methods for the identification and selection of clinical and administrative problems to be reviewed. The process shall include but not be limited to: (a) the establishment of review criteria developed in accordance with current standards of professional practice for monitoring and assessing patient care and clinical performance; (b) regularly scheduled reviews of medical charts, patient complaints and suggestions, reported incidents and other documents pertinent to problem identification; (c) documentation of all quality assurance activities, including but not limited to the findings, recommendations and actions taken to resolve identified problems; and (d) the timely implementation of corrective actions and periodic assessments of the results of such actions. (v) The scope of clinical and administrative problems selected to be reviewed for the purpose of quality assurance shall reflect the scope of services provided and the populations served at the center. (vi) The outcomes of quality assurance reviews shall be used for the revision or development of policies and in granting or renewing staff privileges, as appropriate. (vii) There shall be participation in the program by administrative staff and health-care professionals representing each professional service provided. (viii) There shall be joint participation in the program by representatives from the behavioral health components of an integrated care services program; such participation shall include, but is not limited to, specific identification of quality improvement opportunities with respect to patient concerns and complaints, changes in regulatory requirements, or other factors, no less frequently than once every two years. Documentation shall be kept of all such reviews. (ix) The findings, conclusions, recommendations and actions taken as a part of the quality assurance program shall be reported to the operator by the medical director. An annual report shall be submitted to the governing authority, which documents the effectiveness and efficacy of the integrated care services program in relation to its goals and quality assurance plan and indicate any recommendations and plans for improvement it its services to patients, as well as recommend changes in its policies and procedures. (2) Behavioral Health Services (i) Integrated services providers of mental health and/or chemical dependence services shall comply with all requirements of 14 NYCRR Part 599 or 822, as applicable, relating to quality assurance. (ii) Integrated services providers of mental health and/or chemical dependence services shall prepare an annual report and submit it to its governing authority. This report must document the effectiveness and efficiency of the ambulatory care program in relation to its goals and quality assurance plan and indicate any recommendations and plans for improvement in its services to patients, as well as recommended changes in its policies and procedures. (iii)Utilization review. (a) Integrated services providers of mental health and/or chemical dependence services shall establish and implement a utilization review plan. The utilization review plan must include participation by all component providers of the integrated care services program. (b) Integrated services providers of mental health and/or chemical dependence services may use a utilization review process developed by the state licensing agency or may develop its own utilization review process that is subject to approval by the state licensing agency. (c) Integrated services providers of mental health and/or chemical dependence services may perform its utilization review process internally; or it may enter into an agreement with another organization, competent to perform utilization review, to complete its utilization review process. (d) Utilization review must be conducted by at least one clinical staff member. No member shall participate in utilization review decisions relative to any patient he or she is treating directly. (e) The utilization review plan must include procedures for ensuring that retention criteria are met and services are appropriate. The utilization review plan must consider the needs of a representative sample of patients for continued treatment, the extent of the behavioral health problem, and the continued effectiveness of, and progress in, treatment. At a minimum, utilization review must include separate random samples based upon a patient’s length of stay, with larger samples for patients with longer lengths of stay. Utilization review must also be conducted for all active cases within the twelfth month after admission and every 90 days thereafter. (f) Documentation of utilization review must be maintained providing evidence that the deliberations: (1) were based on current progress in treatment relative to the applicable functional areas identified in the patient's comprehensive treatment/recovery plan; (2) determined the appropriateness of continued stay at the outpatient level of care and intensity of services, as well as whether co-occurring disorder(s) require referral to outside services; (3) determined the reasonable expectation of progress towards the accomplishment of the goals and objectives articulated in the patient's treatment/recovery plan, based on continued treatment at this level of care and intensity of services; and (4) resulted in a recommendation regarding continuing stay, intensity of care and/or referral of this case. (b) Incident Reporting (1) OMH-host providers shall report incidents involving patients receiving mental health services in accordance with the provisions of 14 NYCRR Part 524. (2) OASAS-host providers shall report incidents involving patients receiving chemical dependence services in accordance with the provisions of 14 NYCRR Part 836. (3) DOH-host providers shall report incidents in accordance with the provisions of 10 NYCRR Part 405.6 or 10 NYCRR 751.10, as applicable. § 404.12 Staffing (a) Personnel. The governing authority or operator shall ensure the employment of personnel without regard to age, race, color, sexual orientation, religion, sex or national origin. A personnel file shall be maintained for each employee. (b) Integrated services programs that are providing primary care services shall ensure that: (1) the health status of each employee is examined prior to the beginning of employment, which is sufficient in scope to ensure that the employee is free from a health impairment which is of potential risk to patients or which may interfere with the performance of his/her duties; (2) a record of the following tests, procedures and examinations is maintained for all employees: (i) a certificate of immunization against rubella which means: (a) a document prepared by a physician, physician's assistant, specialist's assistant, nurse practitioner, licensed midwife or a laboratory possessing a laboratory permit issued pursuant to Part 58 of Title 10 of the New York Codes of Rules and Regulations, demonstrating serologic evidence of rubella antibodies; (b) a document indicating one dose of live virus rubella vaccine was administered on or after the age of 12 months, showing the product administered and the date of administration, and prepared by the health practitioner who administered the immunization; or (c) a copy of a document described in clause (a) or (b) of this subparagraph which comes from a previous employer or the school which the employee attended as a student; and (ii) a certificate of immunization against measles, for all personnel born on or after January 1,1957, which means: (a) a document prepared by a physician, physician's assistant, specialist's assistant, nurse practitioner, licensed midwife or a laboratory possessing a laboratory permit issued pursuant to Part 58 of Title 10 of the New York Codes of Rules and Regulations, demonstrating serologic evidence of measles antibodies; or (b) a document indicating two doses of live virus measles vaccine were administered with the first dose administered on or after the age of 12 months and the second dose administered more than 30 days after the first dose but after 15 months of age showing the product administered and the date of administration, and prepared by the health practitioner who administered the immunization; or (c) a document, indicating a diagnosis of the employee as having had measles disease, prepared by the physician, physician's assistant/specialist's assistant, licensed midwife or nurse practitioner who diagnosed the employee's measles; or (d) a copy of a document described in clause (a), (b) or (c) of this subparagraph which comes from a previous employer or the school which the employee attended as a student; (iii) if any licensed physician, physician’s assistant/specialist's assistant, licensed midwife or nurse practitioner certifies that immunization with measles or rubella vaccine may be detrimental to the employee's health, the requirements of subparagraph (i) and/or (ii) of this paragraph relating to measles and/or rubella immunization shall be inapplicable until such immunization is found no longer to be detrimental to such employee's health. The nature and duration of the medical exemption must be stated in the employee's employment medical record and must be in accordance with generally accepted medical standards, (see, for example, the recommendations of the American Academy of Pediatrics and the Immunization Practices Advisory Committee of the U.S. Department of Health and Human Services); and (iv) for all personnel prior to employment or affiliation, except for personnel with no clinical or patient contact responsibilities who are located in a building or site with no patient care services, either tuberculin skin test or Food and Drug Administration (FDA) approved blood assay for the detection of latent tuberculosis infection, prior to employment or affiliation and no less than every year thereafter for negative findings. Positive findings shall require appropriate clinical follow-up but no repeat tuberculin skin test or blood assay. The medical staff shall develop and implement policies regarding positive outcomes; and (v) an annual, or more frequent if necessary, health status reassessment to assure freedom from a health impairment which is a potential risk to the patients or might interfere with the performance of duties; (vi) documentation of vaccination against influenza, or wearing of a surgical or procedure mask during the influenza season, for personnel who have not received the influenza vaccine for the current influenza season, pursuant to section 2.59 of Title 10 of the New York Codes of Rules and Regulations. (3) each person delivering health care services wears identification indicating his/her name and title. (c) Medical Director. (1) Integrated care services programs that are providing primary care services shall have a medical director. The operator or governing authority shall be responsible for appointing a medical director who: (i) is qualified by training, experience, and administrative ability; (ii) is a physician licensed by and currently registered with the New York State Education Department; (iii) develops and recommends to the governing authority or operator policies and procedures governing patient care, medical staff and clinical privileges; and (iv) is responsible for the supervision of the quality assurance program and reporting to the governing authority or operator. (2) For integrated services providers of substance use disorder services, such medical director shall: (i) hold a subspecialty board certification in addiction psychiatry from the American Board of Medical Specialties; or (ii) hold an addiction certification from the American Society of Addiction Medicine; or (iii) hold a certification by the American Board of Addiction Medicine (ABAM); or hold a subspecialty board certification in Addiction Medicine from the American Osteopathic Association; (iv) shall possess a Federal DATA 2000 waiver (buprenorphine-certified), provided, however (v) the program may have a consultation agreement with a full- or parttime physican who meets the requirements of this paragraph, or is exempted therefrom. § 404.13 Recordkeeping (a) An integrated care services record shall be maintained for every individual who is admitted to and treated by an integrated services provider, and this may be accomplished via a single integrated record for the individual. The integrated care record contents may be maintained in either paper (hardcopy) or electronic formats. (b) Regardless of form or format, each integrated care services program shall establish a recordkeeping system which is maintained in accordance with recognized and accepted principles of recordkeeping. (c) Each integrated care services program shall designate a staff member who has overall supervisory responsibility for the recordkeeping system. The recordkeeping supervisor shall ensure that: (1) the integrated care record for each patient contains and centralizes all physical and behavioral health information which identifies the patient, justifies the treatment and documents the results of such treatment; (2) entries in the integrated care record are current, legible to individuals other than the author, are authenticated with a signature of the person making the entry, date, and time; (3) handwritten entries must be made in permanent, non-erasable blue or black ink or typed; (4) information contained in the integrated care record is securely maintained, kept confidential, safeguarded from environmental damage, and made available only to authorized persons who have a need to know the information; and (5) when a patient is treated by an outside provider, and that treatment is relevant to the patient's care, a clinical summary or other pertinent documents are obtained to promote continuity of care; if documents cannot be obtained, the reason must be noted in the integrated care record. (d) The integrated care record format shall facilitate the ability to record the following information for each patient, as relevant: (1) patient basic demographic information; (2) patient physical health and behavioral health history: (i) Physical health information (a) physical examination reports (b) diagnosis or medical impression (c) diagnostic procedures/tests reports (d) medical orders and anesthesia record (e) immunization and drug history (f) notation of allergic or adverse reactions to medications (ii) Mental health information (a) diagnosis or diagnostic impression (b) psychosocial assessment (c) mental health treatment history (iii)Substance use information (a) diagnosis or diagnostic impression (b) the impact of the use of chemicals, including tobacco, on self and significant others (c) prior periods of sustained recovery and how such recovery was Supported. (3) admission note; (4) assessment of the patient's goals regarding basic treatment goals and needs; (5) treatment plan and applicable reviews; (6) dated progress notes that relate to goals and objectives of treatment; (7) discharge plan; (8) documentation of the services provided and any referrals made; (9) discharge summary; (10) dated and signed records of all medications prescribed by the clinic and other prescription medications being used by the patient, if applicable; (11) consent forms, if applicable; and (12) record of contacts with collaterals if applicable. (e) Patient case records must be retained for a minimum period of six (6) years from the date of the last service provided to a patient or, in the case of a minor, for at least six years after the last date of service or three years after he/she reaches majority whichever time period is longer. (f) Confidentiality (1) Notwithstanding any other New York State regulation, In cases where component providers of an integrated care services program are governed by different state or federal laws and regulations protecting clinical records and information, the integrated care record shall be governed by the state and federal privacy rules and regulations that give the most protection to the record, unless it is possible to redact provisions of the record with more protection without compromising the purpose for which the record is being disclosed. (2) An integrated care services program providing chemical dependence services must obtain patient consent prior to making any disclosures from the integrated care record, unless the disclosure is authorized as an exception pursuant to federal regulations. (3) AIDS and HIV information shall only be disclosed in accordance with Article 27-F of the Public Health Law. § 404.14 Application and Approval (a) Application and Approval Process. (1) Providers that possess at least two licenses/certificates from at least two separate state licensing agencies and are seeking approval to integrate services for which they are licensed or certified may submit an application to the state licensing agency of the host site. (2) Applications shall be submitted in a format prescribed for all applicants and reviewed by the state licensing agency that regulates the services to be added, in conjunction with the state licensing agency with authority for the host clinic, as appropriate. (3) Applications shall include information needed to demonstrate that the provider is: (a) licensed or certified by the relevant state licensing agencies to provide services for which the provider is seeking to integrate; (b) in compliance with all applicable requirements of the relevant state licensing agencies. (c) in good standing at the time of application approval. A provider is in good standing if each clinic site for which the provider is licensed or certified to offer services: (i) is licensed by the Office of Mental Health and has a 1 year or greater time frame on operating certificate (Tier 3 providers are not eligible to participate); and/or (ii) is certified by the Office of Alcoholism and Substance Abuse Services and all of its programs have an operating certificate with partial or substantial compliance (2 or 3 years); and/or (iii) has an operating certificate from the Department of Health and not currently under any enforcement actions; (d) in compliance with the physical plant requirements under this Part; and (e) a member of a health home designated by the Commissioner of Health pursuant to section 365-l of the Social Services Law. (4) Applications may include but not be limited to requests for information regarding services to be added and the plan for implementation, staffing, operating expenses and revenues, and utilization of services as they relate to integrated care services as described in this Part. (5) The applicant shall supply any additional documentation or information requested by the state licensing agency of the host site, in conjunction with the other state licensing agencies as appropriate, within a stated timeframe of such request, unless an extension is obtained. The granting of a request for an extension shall be at the discretion of such state licensing agency of the host site. Failure to provide the additional documentation or information within the time prescribed shall constitute an abandonment or withdrawal of the application without any further action from the state licensing agency. (6) The affected state licensing agency shall approve or disapprove an application in writing. § 404.15 Inspection (a) The state licensing agency with authority for the host clinic shall have ongoing inspection responsibility for the integrated services clinic, pursuant to this Part. The purpose of the inspection is to ensure compliance with all applicable laws, rules, and regulations, as well as to determine the renewal term of the operating certificate or license, as applicable. The adjunct state licensing agency shall not duplicate inspection activities. (b) The host state licensing agency shall consult with the adjunct state licensing agency on matters specific to the provision of such add-on services, as may be necessary to assure patient health and safety. Any significant deficiencies will immediately be referred for enforcement to the responsible state licensing agency. If at any point during the inspection, findings are identified that suggest imminent risk of serious harm or injury to patients, the inspector(s) will immediately contact their supervisor, who will consult with the adjunct state licensing agency, as applicable. (c) Inspections shall be conducted utilizing a joint-licensing instrument, developed collaboratively by the three state licensing agencies. This standardized procedure will ensure consistency of the inspection process throughout the State and provide standardized reviews of the operations and services at each integrated services clinic. All deficiencies and/or corrective action will be overseen by the monitoring state licensing agency with notice to the adjunct state licensing agency or agencies, as applicable. (d) Each integrated services clinic shall undergo an unannounced inspection which will occur prior to renewal of the Operating Certificate or License. (1) At the start of the inspection, the inspector(s) will meet with integrated services clinic administrative staff to explain the purpose and scope of the inspection and request any documentation (e.g., policies; staffing information; etc.) that may be needed to facilitate the review. (2) The inspection will include, but not be limited to, the following areas of review: (f) on-site inspection of clinic appearance, conditions and general safety; (g) evaluation of the sponsor, its management systems, and procedures; (h) patient case record review; (i) interviews of staff and patients; (j) examination of staffing patterns and staff qualifications; (k) analysis of statistical information contained in reports required to be submitted by the clinic; (l) compliance with the reporting requirements; (m) verification of staff credentials, as applicable; (n) incident reporting requirements; and (o) such other operating areas of activities as may be necessary or appropriate to determine compliance with applicable laws and regulations. (3) At the conclusion of the inspection, the inspector(s) will meet with integrated services clinic administrative staff to discuss all deficiencies identified during the inspection. (e) Upon completion of the inspection, a written report will be provided to the integrated services clinic which describes the results of the inspection, including each regulatory deficiency identified, if any. The provider of services shall take all actions necessary to correct all deficiencies reported. The provider of services shall submit a plan of correction to the state licensing agency with authority for the host clinic within 30 days, which states the specific actions taken or planned to achieve compliance with identified requirements. Any planned actions described in the plan of correction must be accompanied with a timetable for their implementation. (f) If the provider of services fails, within the specified or an otherwise reasonable time, to correct any reported deficiencies, or fails to maintain satisfactory compliance with applicable laws, rules and regulations, the commissioner of the state licensing agency with authority for the host clinic may revoke, suspend or limit the operating certificate or license or levy a civil fine for such failures, in accordance with applicable regulations. (g) Concurrently, each integrated services clinic shall undergo a fiscal viability review which will include an assessment of the financial information of the provider of services. Such information shall be submitted in intervals and in a form prescribed by the state licensing agency with authority for the host clinic, for compliance with minimum standards established by the state licensing agency, in order to determine the provider's fiscal capability to effectively support the authorized services. (h) Providers of services that fail to meet the minimum standards of the state licensing agency with authority for the host clinic shall be required to submit a financial recovery plan setting forth the specific actions to be taken to meet the minimum standards within a reasonable time frame. Public Health and Health Planning Council Project # 142005-C Strong Memorial Hospital Program: Purpose: Hospital Construction County: Genesee Acknowledged: July 7, 2014 Executive Summary Description Strong Memorial Hospital, an 830-bed not-for-profit tertiary care teaching hospital, is requesting approval to acquire the private practice of Batavia Radiation Oncology Associates, LLP, which is located at 264 Bank Street, Batavia (Genesee County). Strong Memorial Hospital will convert the private practice in radiation oncology to an Article 28 extension clinic, and expand the location’s offered services to also include medical oncology. Concurrently, Strong Memorial Hospital will purchase the building that the practice currently occupies from Sparks & Hops Real Estate, LLC and renovate the 7,796 gross square footage associated with the facility, bringing it into compliance with the required regulations. The current members and their ownership interests for both Batavia Radiation Oncology Associates, LLP (the private practice), and Sparks & Hops Real Estate, LLC (the real property owner) are: Kevin Mudd, M.D. at 50%, and Jan Dombrowski, M.D. at 50%. Services-Primary Care, Radiology-Therapeutic, and Therapy-Occupational. The number of projected Radiology-Therapeutic linear accelerator treatments is 4,500 in year 1 and 4,860 in year 3. Program Summary Based on the results of this review, a favorable recommendation can be made regarding the facility’s current compliance pursuant to 2802-(3)(e) of the New York State Public Health Law. Financial Summary The total acquisition cost of $4,475,981 is broken out as follows: $1,150,000 to acquire the private practice, and $3,325,981 to acquire and renovate the real property. Strong Memorial Hospital will provide funding from its accumulated surplus. Budget: DOH Recommendation Contingent Approval Revenues: Expenses: Gain/ (Loss) Need Summary The proposed project is a conversion of a private practice that has one (1) linear accelerator unit. Strong Memorial Hospital intends to purchase the practice of the Batavia Radiation Oncology Associates and the building on Bank Street to convert it to an extension clinic that will offer therapeutic radiology services to patients in Genesee, Orleans, and Wyoming Counties. Proposed services are: Linear Accelerator, Medical $5,418,966 $3,810,836 $1,608,130 Subject to the noted contingency, it appears that the applicant has demonstrated the capability to proceed in a financially feasible manner. Project #142005-C Exhibit Page 1 Recommendations Health Systems Agency There will be no HSA recommendation for this project. Office of Health Systems Management Approval contingent upon: 1. Submission of a check for the amount enumerated in the approval letter, payable to the New York State Department of Health. Public Health Law Section 2802.7 states that all construction applications requiring review by the Public Health and Health Planning Council shall pay an additional fee of fifty-five hundredths of one percent of the total capital value of the project, exclusive of CON fees. A copy of the check must also be uploaded into NYSE-CON. [PMU] 2. Submission of an executed real property purchase agreement, acceptable to the Department of Health. [BFA] Approval conditional upon: 1. The project must be completed within three years from the date of the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] 2. The staff of the facility must be separate and distinct from staff of other entities. [HSP] 3. The signage must clearly denote the facility is separate and distinct from other adjacent entities. [HSP] 4. The entrance to the facility must not disrupt any other entity's clinical program space. [HSP] 5. The clinical space must be used exclusively for the approved purpose. [HSP] 6. All devices producing ionizing radiation must be licensed by the New York State Department of Health -- Bureau of Environmental Radiation Protection. [HSP] 7. The anticipated construction completion date is on or before 11/1/2014. It is the applicant’s responsibility to request revised construction dates if necessary. [AES] Council Action Date October 2, 2014 Project #142005-C Exhibit Page 2 Need Analysis Project Description Strong Memorial Hospital (SMH) is requesting approval to certify a radiation oncology extension clinic through the conversion of a private practice at 262 Bank Street, Batavia, 14020, in Genesee County. Background and Analysis The proposed project is a conversion of a private practice that has one (1) linear accelerator (linac) unit. Strong Memorial Hospital’s James P. Wilmot Cancer Center intends to purchase the practice of the Batavia Radiation Oncology Associates and the building on Bank Street to convert it to an Article 28 facility to improve access to cancer care for patients in Genesee, Orleans, and Wyoming Counties. Proposed services are: Linear Accelerator, Primary Medical Care O/P, Radiology-Therapeutic, and Therapeutic-Occupational. The number of projected Radiology-Therapeutic linear accelerator treatments is 4,500 in year 1 and 4,860 in year 3. Batavia Radiation Oncology Associates is an existing practice that has one (1) linear accelerator unit and has provided radiation oncology services in Western New York since 1989. Strong Memorial Hospital seeks to purchase the practice and building at 262 Bank Street to convert it to an Article 28 facility and to expand SMH’s medical oncology services. SMH provides services to the communities of Monroe County and also to the communities of 15 counties in the region. In 2013, SMH (Main Campus and Two Extension Clinics) provided a total of 30,998 treatments using seven (7) linear accelerator units; this is an average of 4,428 treatments per unit. The number of Linear Accelerator Units at SMH and their utilization is as follows: Number of Treatments @ SMH SMH-Main Campus SMH-Two Extension Clinics Total # Linacs 5 2 7 # Treatments in 2013 22,092 8,906 30,998 The need methodology set forth in 10 NYCRR Section 709.16 calculates the need for therapeutic radiology devices by health planning region. Although the operator of the proposed extension site would be Strong Memorial Hospital, which is located in the Finger Lakes Health Systems Agency (HSA) region, the clinic and the linac itself would be located in Genesee County, in the Western New York HSA region. Moreover, the applicant states that the proposed extension site will be operated to improve access to cancer care for patients in Genesee, Orleans, and Wyoming counties, all of which are located in the Western New York HSA region. Accordingly, the need for the proposed linac should be evaluated based on the need for therapeutic radiology devices in the Western New York HSA region. Project #142005-C Exhibit Page 3 The eight-county Western New York Region has a total of three facilities – two hospitals and one hospital extension clinic - providing linear accelerator services: Current Resources Eight County Western NY Region Genesee Orleans Wyoming Allegany Cattaraugus Chautauqua Erie Niagara Total Western NY Region Total Three CountyGenesee, Orleans, Wyoming # Facilities With Linac Services Hospital Hospitals Clinics Total 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 1 0 1 0 0 0 # Linac Machines Hospital Hospitals Clinics Total 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 4 0 4 0 0 0 2 1 3 5 1 6 0 0 0 0 0 0   The table below shows a need for 17 MEV devices (linear accelerators) in the eight-county Western New York HSA region: Linac Need in Western NY # of Cancer Cases/Year 60% will be Candidates for Radiation Therapy 50% of (2) will be Curative Patients 50% of (2) will be Palliative Patients Course of Treatment for Curative Patients is 35 Treatments Course of Treatment for Palliative patients is 15 Treatments The Total Number of Treatments [(5)+(6)] Need for MEV Machines (Each MEV Machine has Capacity for 6,500 Treatments) Existing/Approved Resources (Upon Approval of 142005) Remaining Need for MEV Machines Total W. NY 10,063 6,038 3,019 3,019 105,666 45,285 150,951 23.22 7.00 16.2 Based on 709.16, there is a need for two linear accelerators in the three-county area (Genesee, Orleans, and Wyoming) addressed by the applicant: # of Cancer Cases/Year 60% will be Candidates for Radiation Therapy 50% of (2) will be Curative Patients 50% of (2) will be Palliative Patients Course of Treatment for Curative Patients is 35 Treatments Course of Treatment for Palliative patients is 15 Treatments The Total Number of Treatments [(5)+(6)] Need for MEV Machines (Each MEV Machine has Capacity for 6,500 Treatments) Existing/Approved Resources (Upon Approval of 142005) Remaining Need for MEV Machines Project #142005-C Exhibit Page 4 Total for Three County Area (Genesee, Orleans, Wyoming) 894 536 268 268 9,387 4,023 13,410 2.06 1.00 1.1 The number of current and projected Radiology-Therapeutic and primary care visits is as follows: Radiology-Therapeutic Primary Care Total Current Year 11,715 0 11,715 Year 1 11,715 1,288 13,003 Year 3 12,075 1,840 13,915 Conclusion and Recommendation The proposed project will improve access to therapeutic radiology for cancer patients in Genesee, Orleans, and Wyoming counties. Recommendation From a need perspective, approval is recommended. Program Analysis Project Proposal Strong Memorial Hospital (SMH) seeks approval to certify a radiation oncology extension clinic through the conversion of a private practice in Batavia. Per the applicant, SMH has a long-standing relationship with Batavia Radiation Oncology Associates, a private practice located at 262 Bank Street, Batavia that provides radiation oncology services in western New York. Strong Memorial Hospital intends to renovate the facilities and expand the services offered to medical oncology. The addition of this extension clinic will further the mission of SMH in developing a communitybased, patient-centered cancer care model, while providing access to more advanced cancer treatment, molecular diagnostics, and inpatient care for more complex and challenging cancer problems. Site Strong Memorial Hospital Outpatient Extension Clinic 262 Bank Street Batavia, New York 14020 Approved Services Linear Accelerator Primary Medical Care Medical Services – Primary Care Therapy – Occupational First year staffing will consist of 20.8 FTEs, including registered nurses, technicians, and therapists. It is expected to remain at that level through the third year of operation. Compliance with Applicable Codes, Rules and Regulations This facility has no outstanding Article 28 surveillance or enforcement actions and, based on the most recent surveillance information, is deemed to be currently operating in substantial compliance with all applicable State and Federal codes, rules and regulations. This determination was made based on a review of the files of the Department of Health, including all pertinent records and reports regarding the facility’s enforcement history and the results of routine Article 28 surveys as well as investigations of reported incidents and complaints. Recommendation From a programmatic perspective, approval is recommended. Project #142005-C Exhibit Page 5 Financial Analysis Asset Purchase Agreement The applicant has submitted an executed asset purchase agreement, which is summarized as follows: Date: Seller: Purchaser: Acquired Assets: Excluded Assets: Assumed Liabilities: Purchase Price: Payment: July 28, 2014 Batavia Radiation Oncology Associates, LLP Strong Memorial Hospital (A Division of University of Rochester) Acquire all furniture, fixtures, equipment, supplies, inventory and eightyeight thousand dollars of accounts receivable free and clear of any liens, and encumbrances. Medical records, cash, deposits, income tax refunds, Medicare provider number(s), Medicare bad debt recovery claims, software licenses and the corporate and financial records or accounts receivables in excess of eighty-eight thousand dollars. Liabilities arising after closing of the Asset Purchase Agreement. $1,150,000 $1,150,000 at closing (equity from accumulated surplus of Strong Memorial Hospital) The applicant has submitted an original affidavit, which is acceptable to the Department, in which the applicant agrees, notwithstanding any agreement, arrangement or understanding between the applicant and the transferor to the contrary, to be liable and responsible for any Medicaid overpayments made to the facility and/or surcharges, assessments or fees due from the transferor pursuant to Article 28 of the Public Health Law with respect to the period of time prior to the applicant acquiring its interest, without releasing the transferor of its liability and responsibility. Currently, there are no outstanding Medicaid and Assessment liabilities Real Property Purchase Agreement The applicant has submitted a draft real property purchase agreement, which is summarized as follows: Seller: Purchaser: Acquired Assets: Purchase Price: Payment: Sparks & Hops Real Estate, LLC Strong Memorial Hospital (A Division of University of Rochester) Acquire real property reference tax map parcel numbers 71.082-1-12 and 71.082-1-12/p located at 264 Bank Street (mailing address 262 Bank Street) Batavia, NY free and clear of all liens, security interest, and encumbrances. Includes the existing buildings, improvements, all leases, all permits, all service contracts, all site plans and reports. $1,975,000 $1,975,000 at closing (equity from accumulated surplus of Strong Memorial Hospital) As noted above, the members and their interest of (Sparks & Hops Real Estate, LLC (sellers of the real property) and Batavia Radiation Oncology Associates, LLP (sellers of the private practice) are the same. Total Project Costs Total project costs for building acquisition, renovation and acquisition of moveable equipment is estimated at $3,325,981, which is broken down as follows: Building Acquisition Renovation & Demolition Design Contingency Construction Contingency Fix Equipment Project #142005-C Exhibit Page 6 $1,975,000 601,058 60,106 60,106 15,500 Architect/Engineering Fees Construction Manager Fees Other Fees Movable Equipment IT including Telecommunications CON Application Fee CON Processing Fee Total Project Cost 54,000 39,000 341 199,933 300,755 2,000 18,182 $3,325,981 Project costs are based on a November 1, 2014 start date, with a one month construction period. Strong Memorial Hospital will fund total project cost from their accumulated funds. In support of the building acquisition cost, the applicant has provided a real property appraisal from a Member of Appraisal Institute (MAI). Funding for the proposed transactions is as follows: Equity: For the Acquisition of the private practice Equity for the Total Project Cost (including purchase of building): Total: $ 1,150,000 3,325,981 $4,475,981 BFA Attachment A is Strong Memorial Hospital (A Division of the University of Rochester) 2012 and 2013 certified financial statement, which shows sufficient resources to meet the equity requirement. Operating Budget The applicant has submitted first year’s operating budget, in 2014 dollars, as summarized below: Current Year Incremental Year One Incremental Year Three Year One Year Three Revenues: $2,487,692 $1,961,149 $4,448,841 $2,931,274 $5,418,966 Expenses: Operating $1,705,257 $1,551,302 $3,256,559 $1,683,076 $3,388,333 Capital $498,187 $(75,684) $422,503 $(75,684) $422,503 Total Expenses $2,203,444 $1,475,618 $3,679,062 $1,607,392 $3,810,836 Revenues over Expenses (Loss) Utilization: (treatments) Cost per Treatment $284,248 $485,531 $769,779 $1,323,882 $1,608,130 11,715 $188.09 1,288 13,003 $282.94 2,200 13,915 $273.87 Utilization by Payor source for the current year and the first year subsequent to the change in operator, is summarized below: Medicaid Fee-For-Service Medicaid Managed Care Medicare Fee-For-Service Medicare Managed Care Commercial Fee-For-Service Commercial Managed Care Private Pay & All Other Current Year 1.91% 12.55% 9.71% 16.67% 49.77% 1.86% 7.53% Years One & Three 1.91% 12.55% 9.71% 16.67% 49.77% 1.86% 7.53% Utilization and expense assumptions were developed using historical experience adjusted for added volume. Costs for the first year are expected to be covered at approximately 82.7% of projected volume or 10,753 visits. Project #142005-C Exhibit Page 7 Capability and Feasibility Strong Memorial Hospital’s $4,475,981 in total acquisition costs is comprised of the following: $1,150,000 to acquire the private practice, and $3,325,981 to acquire and renovate the building. Strong Memorial Hospital will provide funding from its accumulated surplus. BFA Attachment A is Strong Memorial Hospital’s 2012-2013 certified financial summary, which indicates the availability of sufficient resources. Working capital requirement is estimated at $635,139, which appears reasonable based upon two months of third years expenses and will be provided from the applicant. Review of BFA Attachment A, Strong Memorial Hospital 2012 and 2013 financial summary, indicates sufficient resources to fund the working capital. The budget projects positive results for both first and third years at $769,779 and $1,608,130, respectively. Revenues are based on prevailing reimbursement methodologies, while commercial payers are based on experience. The budget appears reasonable. As shown on BFA Attachment A, Strong Memorial Hospital has maintained a positive working capital position and a positive net asset position, and for 2012 through 2013, generated an average income from operations of $109,704,876. BFA Attachment B is Batavia Radiation Oncology Associates, LLP and Affiliate Historic Financial Summary for the years from 2008 through 2012, which shows the facility has maintained a positive working capital position, a positive net asset position, and generated positive operating surplus during this five year time frame. It appears that the applicant has demonstrated the capability to proceed in a financially feasible manner Recommendation From a financial perspective, contingent approval is recommended. Attachments BFA Attachment A BFA Attachment B BHFP Attachment Financial Summary for 2012 and 2013, Strong Memorial Hospital Financial Summary for 2008 through 2012, Batavia Radiation Oncology Associates, LLP and Affiliate Map Project #142005-C Exhibit Page 8 Public Health and Health Planning Council Project # 141060-E Phoenix House of New York, Inc. Program: Diagnostic and Treatment Center Purpose: Establishment County: New York Acknowledged: March 31, 2014 Executive Summary Description Phoenix House of New York, Inc. requests approval to become the operator of the Article 28 diagnostic and treatment center (DTC) currently operated by Phoenix House Foundation, Inc. The aforementioned change is a transfer within the not-for- profit parent company to one of its affiliates. BFA Attachment B is the proposed organizational chart. Phoenix Houses of New York, Inc. is proposing to add the following service to its Article 28 DTC: Chemical Dependency-Rehabilitation O/P. Existing Services that will also transfer are as follows: Certified Mental Health services O/P, Dental O/P, and Medical Services-Primary Care. In addition, the applicant seeks to change the main clinic designation from the W. 74th Street, Manhattan site to the Jay St., Brooklyn site. as the new operator of PHF and to add Chemical Dependence Rehabilitation O/P services at five sites. These sites are Brooklyn, South Kourtright, LI City, New York City, and Shrub Oak sites. PHNY is an affiliate of PHF. The applicant does not project any change in utilization. Program Summary Based on the information reviewed, staff found nothing that would reflect adversely upon the applicant’s character and competence or standing in the community. Financial Summary There is no project cost involved with this transfer of the Article 28 diagnostic & treatment center. The applicant has demonstrated the capability to proceed in a financially feasible manner and approval is recommended. DOH Recommendation Contingent Approval Need Summary Phoenix House Foundation, Inc. (PHF) proposes to establish Phoenix House of New York, Inc. (PHNY) Project #141060-E Exhibit Page 1 Recommendations Health Systems Agency There will be no HSA recommendation for this project. Office of Health Systems Management Approval contingent upon: 1. Submission of evidence of approval by the Office of Alcoholism and Substance Abuse Services, acceptable to the Department. [PMU] 2. Submission of evidence of approval by the Office of Mental Health, acceptable to the Department. [PMU] 3. Submission of a photocopy of the Certificate of Assumed Name of Phoenix Houses of New York, Inc., as acceptable to the Department [CSL] 4. Submission of a photocopy of the amended Bylaws of Phoenix Houses of New York, Inc., acceptable to the Department [CSL]. 5. Submission of a photocopy of a resolution from the Board of Directors of Phoenix Houses of New York, Inc. authorizing the submission of the application, acceptable to the Department [CSL}. 6. Submission of evidence of the transfer of the operational assets from Phoenix House Foundation, Inc., acceptable to the Department [CSL]. Approval conditional upon: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Council Action Date October 2, 2014 Project #141060-E Exhibit Page 2 Need Analysis Analysis Chemical Dependence Rehabilitation O/P is proposed at the following locations: 50 Jay Street, Brooklyn, 11201 County Road, 513 Old Rt. 10, South Kourtright, 13842 34-11 Vernon Blvd., Long Island City, 11106 Jack Aron Bldg., 164 W. 74th Street, NYC, 10023 Shrub Oak Clinic, 3151 Stoney Street, Shrub Oak, 10588 In addition, the Center will begin providing optometry, well child and/or family planning services at the five sites. Based upon the recommendation of the Public Health and Health Planning Council, these services no longer require certification by the Department. The Brooklyn site is located in a Health Professional Shortage Area (HPSA) for Primary Care Services for Medicaid Eligible-Bedford/Stuyvesant. The table below presents information on selected birth-related health indicators and well-child indicators in New York County and the State; it also presents information on the NYS Prevention Agenda 2017 Objective (PA 2017 Objective). It shows that the ‘Adolescent Pregnancy Rate’ is significantly higher for New York County than that for the State and the 2017 PA Objective. The percentages for the three ‘Well Child’ health indicators are slightly higher (that is better) for New York County than those for the State; however, these percentages are significantly below those for the PA 2017 Objective. Birth-Related and Well Child Related Health Indicators, NYSDOH Adolescent pregnancy rate per 1,000 females – Aged 15-17 years. (2012) % of children aged 0-15 months who have had the recommended # of well child visits in government sponsored insurance programs. (2012) % of children aged 3-6 years who have had the recommended # of well child visits in government sponsored insurance programs. (2012) % of children aged 12-21 years who have had the recommended # of well child visits in government sponsored insurance programs. (2012) New York County 37.6 New York State 22.6 PA 2017 Objective 25.6 83.6 83.2 91.3 83.4 81.7 91.3 61.4 60.4 67.1 Conclusion The applicant does not project any change in utilization. The proposed addition of services will improve access to care for communities served by the five affected sites. Recommendation From a need perspective, approval is recommended. Project #141060-E Exhibit Page 3 Program Analysis Program Description The following six sites are currently operated by Phoenix House Foundation, Inc., (Operating certificate number 7002298R): Site Jack Aron Building 164 W 74th St New York, NY 10023 (Current Main Site) Mobile Dental Van 34-11 Vernon Blvd Long Island City, NY 11106 34-11 Vernon Boulevard Long Island City, NY 11106 PFI 1567 Site Phoenix House Jay Street 50 Jay St Brooklyn, NY 11201 PFI 7748 6657 Shrub Oak Clinic Stoney Street Shrub Oak, NY 10588 South Kortright Ext Clinic County Rd 513 Old Rt 10 South Kortright, NY 13842 3977 2567 4686 This application proposes to establish Phoenix Houses of New York, Inc. as the new Article 28 operator of these sites. Phoenix House Foundation, Inc. (the current operator), will then become the Active Parent over Phoenix Houses of New York, Inc. Character and Competence Phoenix Houses of New York, Inc. is an existing New York State corporation. The members of Phoenix Houses of New York, Inc. Board of Directors are: Wole C. Coaxum, Chairman Richard H. Block Maureen Case Allan H. Cohen Tony DiSanto Peter W. Emmerson Tommy Gallagher Charlie Walk Staff from the Division of Certification & Surveillance reviewed the disclosure information submitted regarding licenses held, formal education, training in pertinent health and/or related areas, employment history, a record of legal actions, and a disclosure of the applicant’s ownership interest in other health care facilities. Licensed individuals were checked against the Office of Medicaid Management, the Office of Professional Medical Conduct, and the Education Department databases as well as the US Department of Health and Human Services Office of the Inspector General Medicare exclusion database. Additionally, the staff from the Division of Certification & Surveillance reviewed the ten-year surveillance history of all associated facilities. Sources of information included the files, records, and reports found in the Department of Health. Included in the review were the results of any incident and/or complaint investigations, independent professional reviews, and/or comprehensive/focused inspections. The review found that any citations were properly corrected with appropriate remedial action. Recommendation From a programmatic perspective, approval is recommended. Project #141060-E Exhibit Page 4 Financial Analysis Lease Rental Agreements The applicant has submitted a draft rental agreement for the following sites to be occupied for Article 28 purposes, the terms of which are summarized below: Lessor: Lessee: Premises: Term: Rental: Provisions: Phoenix House Foundation, Inc. Phoenix Houses of New York, Inc. * 430 sq. ft. located at 164 West 74th St., NY, NY 10023 * 1,878 sq. located at 34-11 Vernon Blvd., Long Island City, NY 11101 * 2,700 Sq. Ft. located at 50 Jay St., Brooklyn, NY 11201 5 Years with a (5) year optional renewal 74th St Clinic: $7,762 ($18.05 per sq. ft.) Jay St Clinic: $23,031 ($8.53 per sq. ft.) LIC Clinic: $16,772 ($8.93 per sq. ft.) Lessee will pay for repairs and maintenance. Lessor is responsible for all utilities. Operating Budget The applicant has submitted an operating budget, in 2014 dollars, for the first and third year of operations after the change in corporate structure as summarized below: Revenues: Year 1 $500,669 Year 3 $584,114 Expenses: Operating Capital Total Expenses 440,435 47,565 $488,000 440,435 47,565 $488,000 Net Income: $ 12,699 $96,114 Utilization: Visits Cost Per Visit: 4,302 $ 113.43 $ 5,019 97.23 Utilization by payor source for the first and third year is as follows: Medicaid Fee-for-Service Medicaid Managed Care Year 1 85% 15% Year 3 0% 100% In 2013, Medicaid Fee-for-Service is 94% and OASAS is 6%. Expense and utilization assumptions are based on the current Article 28 historical experience of Phoenix House Foundation, Inc. in New York County. Capability and Feasibility There are no project costs associated with this application. Working capital requirements are estimated at $81,334, which appears reasonable based on two months of first year expenses. The applicant will provide equity from its existing current operations. BFA Attachment A is the certified financial statements for 2012 and 2013 of Phoenix House Foundation, Inc. and affiliates, which reveals the availability of sufficient funds for the equity contribution. Project #141060-E Exhibit Page 5 The submitted budget indicates an incremental net income of $12,669 and $96,114 for first and third years, respectively. Revenues reflect current reimbursement methodologies for primary care services using historical experience. BFA Attachment A is a financial summary of Phoenix House Foundation, Inc. and Affiliates. As shown in Attachment A the facility had average positive working capital position and an average positive net asset position. Also, the facility incurred an operating loss of $3,529,882 and $682,181 for years 2012 and 2013 respectively. The applicant has indicated that the reason for the losses in 2012 and 2013 were as follows: the net expenses in Phoenix House Foundation, Inc. (the Parent company) reflects a transfer of the Texas region to invest in the start-up of their insurance initiative, where a new diversification of revenues was being sought to offset the decline of government support for the adolescent programs. Also, investments were made in Phoenix Houses of California in call center costs, outreach, and other staff to diversify the types of clients served and payment sources. The applicant has indicated that with these initiatives, the entities will be profitable in 2014. It appears that the applicant has demonstrated the capability to proceed in a financially feasible manner Recommendation From a financial perspective, approval is recommended. Attachments BFA Attachment A BFA Attachment B 2012-2013 Financial Statements Organizational Chart Project #141060-E Exhibit Page 6 RESOLUTION RESOLVED, that the Public Health and Health Planning Council, pursuant to the provisions of Section 2801-a of the Public Health Law, on this 2nd day of October, 2014, having considered any advice offered by the Regional Health Systems Agency, the staff of the New York State Department of Health, and the Establishment and Project Review Committee of this Council and after due deliberation, hereby proposes to approve the following application to certify Phoenix Houses of New York, Inc. as the new operator of Phoenix House Foundation Inc., change the main site designation to Phoenix House Jay Street and certify additional services, and with the contingencies, if any, as set forth below and providing that each applicant fulfills the contingencies and conditions, if any, specified with reference to the application, and be it further RESOLVED, that upon fulfillment by the applicant of the conditions and contingencies specified for the application in a manner satisfactory to the Public Health and Health Planning Council and the New York State Department of Health, the Secretary of the Council is hereby authorized to issue the approval of the Council of the application, and be it further RESOLVED, that any approval of this application is not to be construed as in any manner releasing or relieving any transferor (of any interest in the facility that is the subject of the application) of responsibility and liability for any Medicaid (Medicaid Assistance Program -Title XIX of the Social Security Act) or other State fund overpayments made to the facility covering the period during which any such transferor was an operator of the facility, regardless of whether the applicant or any other entity or individual is also responsible and liable for such overpayments, and the State of New York shall continue to hold any such transferor responsible and liable for any such overpayments, and be it further RESOLVED, that upon the failure, neglect or refusal of the applicant to submit documentation or information in order to satisfy a contingency specified with reference to the application, within the stated time frame, the application will be deemed abandoned or withdrawn by the applicant without the need for further action by the Council, and be it further RESOLVED, that upon submission of documentation or information to satisfy a contingency specified with reference to the application, within the stated time frame, which documentation or information is not deemed sufficient by Department of Health staff, to satisfy the contingency, the application shall be returned to the Council for whatever action the Council deems appropriate. NUMBER: FACILITY/APPLICANT: 141060 E Phoenix House Foundation, Inc. APPROVAL CONTINGENT UPON: 1. Submission of evidence of approval by the Office of Alcoholism and Substance Abuse Services, acceptable to the Department. [PMU] 2. Submission of evidence of approval by the Office of Mental Health, acceptable to the Department. [PMU] 3. Submission of a photocopy of the Certificate of Assumed Name of Phoenix Houses of New York, Inc., as acceptable to the Department [CSL] 4. Submission of a photocopy of the amended Bylaws of Phoenix Houses of New York, Inc., acceptable to the Department [CSL]. 5. Submission of a photocopy of a resolution from the Board of Directors of Phoenix Houses of New York, Inc. authorizing the submission of the application, acceptable to the Department [CSL]. 6. Submission of evidence of the transfer of the operational assets from Phoenix House Foundation, Inc., acceptable to the Department [CSL]. APPROVAL CONDITIONAL UPON: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Documentation submitted to satisfy the above-referenced contingencies (4 copies) should be submitted within sixty (60) days to: Barbara DelCogliano Director Bureau of Project Management NYS Department of Health Empire State Plaza Corning Tower, Room 1842 Albany, New York 12237 Public Health and Health Planning Council Project # 141258-E Harlem East Life Plan Program: Purpose: Diagnostic and Treatment Center Establishment County: New York Acknowledged: June 13, 2014 Executive Summary Description SES Operating Corp. d/b/a Harlem East Life Plan, an existing Article 28 diagnostic and treatment center located at 2367-2369 Second Avenue, New York, requests approval to transfer 3% of Stuart Steiner’s (sole shareholder) interest via gifts to the following four individuals: 1.0% to Sheila Steiner (his wife), 1.0% to Jonathan Steiner (his son), 0.5% to Dominique Steiner (his daughter), and 0.5% to Joanne King (his employee). While the percentage ownership of the four minority shareholders does not meet the threshold requiring Public Health and Health Planning Council (PHHPC) approval, SES Operating Corp. d/b/a Harlem East Life Plan anticipates future transactions, which may cross the threshold and desires PHHPC approval of all the proposed new owners. SES Operating Corp. d/b/a Harlem East Life Plan began operating on August 31, 1999. At that time, Stuart Steiner and Eugene Silbermann M.D. were its shareholders. On July 30, 2003, Dr. Silbermann passed away and through the redemption of his shares from his widow, Mary Ann Phipps Silbermann, and notification to the DOH on October 27, 2004, Stuart Steiner became the sole shareholder. relation to this application, increasing the number authorized shares of the corporation from 200 shares of no par value common stock to 1,000 shares of no par value common stock. DOH Recommendation Contingent Approval Program Summary Based on the information reviewed, staff found nothing that would reflect adversely upon the applicants’ character and competence or standing in the community. Financial Summary There are no project costs associated with this application. Subject to the noted contingency, the applicant has demonstrated the capability to proceed in a financially feasible manner. SES Operating Corp. d/b/a Harlem East Life Plan corporation stock will split on a five-for-one ratio in Project #141258-E Exhibit Page 1 Recommendations Health Systems Agency There will be no HSA recommendation for this project. Office of Health Systems Management Approval contingent upon: 1. Submission of evidence of approval from the Office of Alcoholism and Substance Abuse Services, acceptable to the Department. [PMU] 2. Submission of evidence of approval by the Office of Mental Health, acceptable to the Department. [PMU] 3. Submission of a copy of the executed stock transfer certificate acceptable to the Department of Health. [BFA] 4. Submission of copies of a dated and executed Certificate of Amendment and a Certificate of Incorporation of SES Operating Corp., acceptable to the Department. [CSL] 5. Submission of a copy of the corporation's By-laws, acceptable to the Department. [CSL] 6. Submission of a copy of a dated and executed Consent Related to Stock Split, acceptable to the Department. [CSL] 7. Submission of copies of dated and executed Transfers of Stock Power, acceptable to the Department. [CSL] Approval conditional upon: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Council Action Date October 2, 2014 Project #141258-E Exhibit Page 2 Program Analysis Project Proposal SES Operating Corp. d/b/a Harlem East Life Plan (HELP), an existing Article 28 diagnostic and treatment center approved in 1999 to provide primary medical care and a methadone maintenance treatment program (MMTP), seeks to formally transfer 3% of shares to four (4) individuals. While the percentage ownership of the four minority shareholders does not meet the threshold requiring the Council’s approval, HELP anticipates future transactions which may cross the threshold and now requests approval of all the proposed new owners. No programmatic changes are anticipated. Character and Competence The proposed members and ownership percentages are as follows: Owners Stuart Steiner* Jonathan Wesley Steiner Sheila A. Steiner Dominique S. Steiner Joanne A. King *not subject to character & competence review Percentage 97.0% 1.0% 1.0% 0.5% 0.5% Ms. King has 17 years of experience as the Administrative Director of Harlem East Life Plan. Mr. Jonathan Steiner and Ms. Dominique Steiner are children of, and Mrs. Sheila Steiner is the wife of the majority owner, Stuart Steiner. Jonathan and Dominique have been involved with the facility since 2002 and 2007, respectively. According to the Steiners’ personal statements of qualifications, as family members of the president and through his guidance, they have developed a thorough knowledge and understanding of the management of the facility. Staff from the Division of Certification & Surveillance reviewed the disclosure information submitted regarding licenses held, formal education, training in pertinent health and/or related areas, employment history, a record of legal actions, and a disclosure of the applicant’s ownership interest in other health care facilities. Licensed individuals were checked against the Office of Medicaid Management, the Office of Professional Medical Conduct, and the Education Department databases as well as the US Department of Health and Human Services Office of the Inspector General Medicare exclusion database. Recommendation From a programmatic perspective, approval is recommended. Financial Analysis Capability and Feasibility There are no project costs associated with this application. Stuart Steiner, the sole shareholder of SES Operating Corp. d/b/a Harlem East Life Plan, is gifting 3% of his common stock to three family members and one employee. BFA Attached A is SES Operating Corp.’s 2012 and 2013 financial summary which show’s average positive working capital of $1,268,754 and average positive shareholder equity of $3,656,435. During this same two year period net operating income averaged $3,398,744. It appears that the applicant has demonstrated the capability to proceed in a financially feasible manner. Project #141258-E Exhibit Page 3 Recommendation From a financial perspective, contingent approval is recommended. Attachments BFA Attachment A Financial Summary 2012-2013- SES Operating Corp. d/b/a Harlem East Life Plan Project #141258-E Exhibit Page 4 RESOLUTION RESOLVED, that the Public Health and Health Planning Council, pursuant to the provisions of Section 2801-a of the Public Health Law, on this 2nd day of October, 2014, having considered any advice offered by the Regional Health Systems Agency, the staff of the New York State Department of Health, and the Establishment and Project Review Committee of this Council and after due deliberation, hereby proposes to approve the following application to transfer of 3 % membership interest to three (3) new members from one (1) current member, and with the contingencies, if any, as set forth below and providing that each applicant fulfills the contingencies and conditions, if any, specified with reference to the application, and be it further RESOLVED, that upon fulfillment by the applicant of the conditions and contingencies specified for the application in a manner satisfactory to the Public Health and Health Planning Council and the New York State Department of Health, the Secretary of the Council is hereby authorized to issue the approval of the Council of the application, and be it further RESOLVED, that any approval of this application is not to be construed as in any manner releasing or relieving any transferor (of any interest in the facility that is the subject of the application) of responsibility and liability for any Medicaid (Medicaid Assistance Program -Title XIX of the Social Security Act) or other State fund overpayments made to the facility covering the period during which any such transferor was an operator of the facility, regardless of whether the applicant or any other entity or individual is also responsible and liable for such overpayments, and the State of New York shall continue to hold any such transferor responsible and liable for any such overpayments, and be it further RESOLVED, that upon the failure, neglect or refusal of the applicant to submit documentation or information in order to satisfy a contingency specified with reference to the application, within the stated time frame, the application will be deemed abandoned or withdrawn by the applicant without the need for further action by the Council, and be it further RESOLVED, that upon submission of documentation or information to satisfy a contingency specified with reference to the application, within the stated time frame, which documentation or information is not deemed sufficient by Department of Health staff, to satisfy the contingency, the application shall be returned to the Council for whatever action the Council deems appropriate. NUMBER: FACILITY/APPLICANT: 141258 E Harlem East Life Plan APPROVAL CONTINGENT UPON: 1. Submission of evidence of approval from the Office of Alcoholism and Substance Abuse Services, acceptable to the Department. [PMU] 2. Submission of evidence of approval by the Office of Mental Health, acceptable to the Department. [PMU] 3. Submission of a copy of the executed stock transfer certificate acceptable to the Department of Health. [BFA] 4. Submission of copies of a dated and executed Certificate of Amendment and a Certificate of Incorporation of SES Operating Corp., acceptable to the Department. [CSL] 5. Submission of a copy of the corporation's By-laws, acceptable to the Department. [CSL] 6. Submission of a copy of a dated and executed Consent Related to Stock Split, acceptable to the Department. [CSL] 7. Submission of copies of dated and executed Transfers of Stock Power, acceptable to the Department. [CSL] APPROVAL CONDITIONAL UPON: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Documentation submitted to satisfy the above-referenced contingencies (4 copies) should be submitted within sixty (60) days to: Barbara DelCogliano Director Bureau of Project Management NYS Department of Health Empire State Plaza Corning Tower, Room 1842 Albany, New York 12237 Public Health and Health Planning Council Project # 141044-E Saratoga Center for Care, LLC d/b/a Saratoga Center for Rehab and Skilled Nursing Care Program: Residential Health Care Facility Purpose: Establishment County: Saratoga Acknowledged: February 10, 2014 Executive Summary Description Saratoga Center for Care, LLC, is seeking approval to become established as the new operator of Saratoga County Maplewood Manor Nursing Home, an existing 277-bed, public county, residential health care facility (RHCF) located at 149 Ballston Avenue in Ballston Spa, Saratoga County, and to decertify 20 RHCF beds, resulting in a total of 257 remaining RHCF beds at the facility. On November 30, 2012, the County of Saratoga Legislature approved the divestiture of Maplewood Manor to reduce the County subsidies of the Manor’s operating losses and sponsored a not-for-profit Local Development Corporation, Maplewood Manor Local Development Corporation (MMLDC), to facilitate the sale of the Manor’s assets and operations. Saratoga Center for Care, LLC ownership is as follows: Jeffrey Vegh Alan Schwartz 50% 50% Jeffrey Vegh has a 15% membership interest in Livingston Hills Nursing & Rehabilitation center, a 120bed RHCF, located in Livingston, as of October 1, 2013. DOH Recommendation Contingent Approval Maplewood Manor Nursing Home, a 277-bed Article 28 residential health care facility (RHCF), located at 149 Ballston Avenue, Ballston Spa, 12020, in Saratoga County. The facility also seeks approval to reduce their RHCF certified bed capacity by 20 beds, resulting in a 257-bed facility. Program Summary No negative information has been received concerning the character and competence of the proposed applicants identified as new members. No changes in the program or physical environment are proposed in this application. No administrative services or consulting agreements are proposed in this application. Financial Summary There is no purchase price for the operating assets. There are no project costs associated with this proposal. Budget: Revenues: Expenses: Gain: $21,860,147 $21,703,784 $ 156,363 Subject to the noted contingencies, it appears that the applicant has demonstrated the capability to proceed in a financially feasible manner. Need Summary Saratoga Center for Care, LLC seeks approval to become the established operator of Saratoga County Project #141044-E Exhibit Page 1 Recommendations Health Systems Agency There will be no HSA recommendation for this project. Office of Health Systems Management Approval contingent upon: 1. Submission of a commitment signed by the applicant which indicates that, within two years from the date of the council approval, the percentage of all admissions who are Medicaid and Medicare/Medicaid eligible at the time of admission will be at least 75 percent of the planning area average of all Medicaid and Medicare/Medicaid admissions, subject to possible adjustment based on factors such as the number of Medicaid patient days, the facility’s case mix, the length of time before private paying patients became Medicaid eligible, and the financial impact on the facility due to an increase in Medicaid admissions. [RNR] 2. Submission of a plan to continue to enhance access to Medicaid residents. At a minimum, the plan should include, but not necessarily be limited to, ways in which the facility will:  Reach out to hospital discharge planners to make them aware of the facility’s Medicaid Access Program;  Communicate with local hospital discharge planners on a regular basis regarding bed availability at the nursing facility; and  Identify community resources that serve the low-income and frail elderly population who may eventually use the nursing facility, and inform them about the facility’s Medicaid Access policy. [RNR] 3. Submission of an annual report, for two years, to the DOH demonstrating substantial progress with the implemention of the plan. The report should include but not be limited to:  Information on activities relating to a-c above;  Documentation pertaining to the number of referrals and the number of Medicaid admissions; and  Other factors as determined by the applicant to be pertinent. The DOH reserves the right to require continued reporting beyond the two year period. [RNR] 4. Submission and Departmental approval of a quality assurance plan to be put in place to ensure that the quality of care at the facility will be maintained during the transition period related to ownership transfer. [LTC] 5. Programmatic review of the plan to reduce the bed count by twenty beds and reopen the forty bed Schuyler Hall unit. This review may include an on-site walk-through of the facility to review the unit in which the proposed bed reduction will occur and of the Schulyer Hall unit to be reopened. [LTC] 6. Submission of a personal loan commitment for working capital acceptable to the Department of Health. [BFA] 7. Submission of a loan commitment for working capital acceptable to the Department of Health. [BFA] 8. Submission of an executed lease agreement acceptable to the Department of Health. [BFA] 9. Submission of an executed Certificate of Amendment of the Articles of Organization of Saratoga Center for Care LLC, acceptable to the Department. [CSL] 10. Submission of the executed Amended and Restated Operating Agreement of Saratoga Center for Care LLC, acceptable to the Department. [CSL] 11. Submission of an executed lease agreement between 149 Ballston Ave LLC and the applicant, acceptable to the Department. [CSL] Approval conditional upon: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Council Action Date October 2, 2014 Project #141044-E Exhibit Page 2 Need Analysis Background There will be a change in bed capacity at this facility upon approval of this application by the Public Health and Health Planning Council, as shown in the table below. Saratoga County Maplewood Manor RHCF Beds Current 277 Proposed Action (20) Upon Completion 257 Saratoga County Maplewood Manor Nursing Home’s utilization was 98.6% in 2010, 98.1% in 2011, and 90.2% in 2012. Utilization as of August 6, 2014 is 80.5%. According to the applicant, the facility reports their census has increased to 84.5%, and with the reduction of 20 certified beds utilization will increase to 91.1%. The proposed operator also plans to make the following future changes to the facility to further improve census, case mix, and marketing:           Add a state of the art ADL suite and rehabilitation gym; Change from one large dining area to restaurant style dining; Change from large ward social rooms to main street type of environment; Hire an internal admission’s director, a marketing person, and a screener in the Albany area; Accept Medicaid pending residents and assist appropriate residents in applying for and enrolling in Medicaid post admission; Ensure residents can be admitted “real time”; Create areas of particular expertise by examining the ability to provide stroke recovery care, a Congestive Heart Failure Recurrence Prevention Program, a Cardiac Telemetry Monitored Rehab Program, an Intensive Wound Care Program, and bariatric care to residents; Institute a telemedicine program in the hopes of returning residents to their home community while retaining their doctors via teleports; Invite community leadership organizations and their members to utilize the facility space for meetings and functions, and encourage staff to volunteer in organizations and events; and Maintain regular contact with all local and regional health care providers at their sites to provide them with information regarding the new ownership, and listen to what the community needs from the facility that was not provided in the past. Analysis There is currently a need for 215 beds in Saratoga County as indicated in Table 1 below. However, the overall occupancy for Saratoga County is 93.5% for 2012 as indicated in Table 2. Table 1: RHCF Need – Saratoga County 2016 Projected Need Current Beds Beds Under Construction Total Resources Unmet Need 1,004 789 0 789 215 Table 2: Saratoga County Maplewood Nursing Home/Saratoga County Facility/County/Region Saratoga County Maplewood Manor Nursing Home Saratoga County % Occupancy 2010 % Occupancy 2011 % Occupancy 2012 98.6% 98.1% 90.2% 97.5% 96.9% 93.5% Project #141044-E Exhibit Page 3 Saratoga County Maplewood Manor Nursing Home’s utilization was 98.6% in 2010, 98.1% in 2011, and 90.2% in 2012. The reason for the decline in utilization, as noted by the applicant, is due to the current operator’s lack of investment in the facility. There has been a lack of investment in the physical plant, marketing, and services that would fill beds and attract quality payors. In addition, the proposed operator was told of an existing, self-imposed, moratorium on new admissions by the facility, through either the cessation of new admissions or as a result of a very cumbersome process of accepting admissions, leaving the potential resident with no alternative than to go elsewhere. The facility’s CMI is 0.86. Lastly, the facility has been operating under certified bed capacity since it closed a 40-bed unit on November 13, 2012 due to budgetary issues. The facility has agreed to decertify 20 RHCF beds to help with some of these issues. Access Regulations indicate that the Medicaid patient admissions standard shall be 75% of the annual percentage of all Medicaid admissions for the long term care planning area in which the applicant facility is located. Such planning area percentage shall not include residential health care facilities that have an average length of stay 30 days or fewer. If there are four or fewer residential health care facilities in the planning area, the applicable standard for a planning area shall be 75% of the planning area percentage of Medicaid admissions, or of the Health Systems Agency area Medicaid admissions percentage, whichever is less. In calculating such percentages, the Department will use the most current data which have been received and analyzed by the Department. An applicant will be required to make appropriate adjustments in its admission policies and practices so that the proportion of its own annual Medicaid patient’s admissions is at least 75% of the planning area percentage or the Health Systems Agency percentage, whichever is applicable. Saratoga County Maplewood Manor Nursing Home’s Medicaid admissions for 2011 and 2012 was 28.2% and 50.6%, respectively. This facility exceeded Saratoga County 75% rates in 2011 and 2012 of 11.9% and 16.9%, respectively. Conclusion Approval of this application will result in maintaining a necessary community resource. Recommendation From a need perspective, contingent approval is recommended. Program Analysis Facility Information Facility Name Address RHCF Capacity ADHC Program Capacity Type of Operator Class of Operator Operator Existing Proposed Saratoga County Maplewood Manor Saratoga Center for Rehab and Skilled Nursing Care 149 Ballston Avenue Same Ballston Spa, NY 12020 PFI: 0825 277 257 N/A N/A County Limited Liability Company Public Proprietary County of Saratoga Saratoga Center for Care LLC d/b/a Saratoga Center for Rehab and Skilled Nursing Care Members: Jeffrey Vegh Alan Schwartz Project #141044-E Exhibit Page 4 50% 50% Character and Competence - Background Facilities Reviewed Nursing Homes Livingston Hills Nursing & Rehab (NY) Forest Manor Health Care Center (NJ) Kepler Center for Nursing and Rehabilitation (PA) Oakmont Center for Nursing & Rehabilitation (PA) Excel Center for Nursing and Rehabilitation (MA) The Harborview Center for Nursing and Rehabilitation (MA) 10/2013 to present 12/2010 to 12/2013 06/2013 to present 03/2014 to present 05/2014 to present 05/2014 to present Individual Background Review Jeffrey Vegh holds active Nursing Home Administrator licenses, in good standing, in New York and New Jersey. Mr. Vegh was the managing member at Forest Manor Health Care Center, located in Hope NJ, from December 2010 until it was sold on December 31, 2013. Prior employment was as the nursing home administrator of Forest Manor Health Care Center from February 2007 through December 2009 and nursing home administrator at Bayview Nursing and Rehabilitation Center from July 2003 through February 2007. Mr. Vegh discloses the following ownership interest: Livingston Hills Nursing & Rehab (NY) Forest Manor Health Care Center (NJ) Kepler Center for Nursing and Rehabilitation (PA) Oakmont Center for Nursing & Rehabilitation (PA) Excel Center for Nursing and Rehabilitation (MA) The Harborview Center for Nursing and Rehabilitation (MA) 10/2013 to present 12/2010 to 12/2013 06/2013 to present 03/2014 to present 05/2014 to present 05/2014 to present Alan Schwartz is employed as the CEO of Zenith Care LLC since October 2012. Prior employment was as CEO with Triple Health Partners from 2009 to 2012. Both employers are in healthcare financial consulting. Mr. Schwartz discloses no healthcare facility interests. Character and Competence - Analysis No negative information has been received concerning the character and competence of the above applicants identified as new members. A review of operations for Livingston Hills Nursing & Rehabilitation, for the periods identified above, results in a conclusion of substantially consistent high level of care since there were no enforcements. Please refer to BNHLC Attachment A for details on citations for Certification Surveys and Complaint Surveys at the facility for the period identified. Citations listed in the attachment may not translate into an enforcement action and should not be interpreted as such. A review of operations for Forest Manor Health Care Center in the state of New Jersey, for the periods identified above, results in a conclusion of substantially consistent high level of care since there were no enforcements. A review of operations for Kepler Center for Nursing & Rehabilitation and Oakmont Center for Nursing and Rehabilitation in the state of Pennsylvania, for the periods identified above, results in a conclusion of substantially consistent high level of care since there were no enforcements. A review of operations for The Harborview Center for Nursing and Rehabilitation and Excel Center for Nursing and Rehabilitation in the state of Massachusetts, for the periods identified above, results in a conclusion of substantially consistent high level of care since there were no enforcements. Project Review No changes in the program or physical environment are proposed in this application. The facility is in compliance with CMS 2013 sprinkler mandates. Recommendation From a programmatic perspective, contingent approval is recommended. Project #141044-E Exhibit Page 5 Financial Analysis Facility Transition Agreement On December 16, 2013, Saratoga County and Saratoga Center for Care, LLC entered into a transition agreement with the acknowledgement of Maplewood Manor Local Development Corporation (MMLDC), the landlord. Previously, Saratoga County and MMLDC entered into a lease agreement with exclusive option to purchase and acquire the facility assets and Saratoga County has a leaseback agreement whereas the County leases the Facility Assets back from MMLDC for operating purposes. Asset Purchase Agreement The change in ownership will be effectuated in accordance with an executed asset purchase agreement, the terms of which are summarized below: Date: Seller: Purchaser : Purchased Assets: Excluded Assets: Assumed Liabilities: Purchase Price: Payment of Purchase Price: December 16, 2013 MMLDC Saratoga Center for Care, LLC All assets used in operation of the facility. Facilities; equipment; supplies and inventory; prepaid expenses; documents and records; assignable leases, contracts, licenses and permits; telephone numbers, fax numbers and all logos; resident trust funds; deposits; accounts and notes receivable; cash, deposits and cash equivalents. Any security, vendor, utility or other deposits with any Governmental Entity; any refunds, debtor claims, third-party retroactive adjustments and related documents prior to closing, and personal property of residents. Those associated with purchased assets. $0 for the operating interest Not applicable per the facility transition agreement. The proposed members have submitted an original affidavit, which is acceptable to the Department, in which the applicant agrees, notwithstanding any agreement, arrangement or understanding between the applicant and the transferor to the contrary, to be liable and responsible for any Medicaid overpayments made to the facility and/or surcharges, assessments or fees due from the transferor pursuant to Article 28 of the Public Health Law with respect to the period of time prior to the applicant acquiring interest, without releasing the transferor of its liability and responsibility. The Real Property has been purchased for $14,100,000 by 149 Ballston Ave, LLC, which is owned by Leon Melohn who is not associated with the proposed members of the operations. Lease Agreement Facility occupancy is subject to a draft lease agreement, the terms of which are summarized as follows: Date: Premises: Landlord: Tenant: Terms: Rental: Provisions: March 20, 2014 A 277 bed RHCF located at 149 Ballston Ave in Ballston Spa. 149 Ballston Ave, LLC Saratoga Center for Care, LLC 3 years commencing on the execution of the lease with a 3 year and additional 4 year option to renew. $1,957,020.60 for the first year, $2,826,432.10 for the second year, $3,924,327.50 for the third year, $4,042,057.33 for the fourth year and 3% increase thereafter to 10 years. Tenant is responsible for insurance, utilities and maintenance Project #141044-E Exhibit Page 6 The lease arrangement is an arm’s length agreement. The applicant has submitted an affidavit attesting that there is no relationship between landlord and tenant. Operating Budget Following is a summary of the submitted operating budget for the RHCF, presented in 2014 dollars, for the first year subsequent to change in ownership: Total Revenues: Medicaid Medicare Private Pay $13,491,897 3,861,149 4,481,750 21,834,796 Other revenues* Total Revenues 25,351 $21,860,147 Expenses: Operating Capital $19,685,418 2,018,366 Total Expenses $21,703,784 Net Income Utilization: (patient days) Occupancy $156,363 91,930 98.0% *Other revenues are vending machine and cafeteria income. The following is noted with respect to the submitted RHCF operating budget:  Expenses include lease rental.  Medicaid revenues include assessment revenues.  Medicaid rates are based on 2014 Medicaid pricing rates with no trend.  Medicare and Private Rates are based on the experience of the County.  Overall utilization is projected at 98.0%, while utilization by payor source is expected as follows: Medicaid 76.0% Medicare 9.0% Private Pay 15.0%  Breakeven occupancy is projected at 97.41%. Capability and Feasibility There is no purchase price for the operations and there are no project costs. Working capital requirements are estimated at $3,617,297, based on two months of the first year expenses, of which $1,808,647 will be satisfied with a personal loan from the proposed members and the remaining $1,808,650 will be satisfied through a loan from Hallmark Capital at 4% over five years with a 25 year amortization. Letters of interest for both the personal loan and the working capital loan have been supplied by the bank. BFA Attachment A is the Net Worth of the proposed members. Project #141044-E Exhibit Page 7 The submitted budget indicates that a net income of $156,363 would be maintained during the first year following change in ownership. DOH staff has reviewed the difference between the current 2012 net operating loss of $5,552,802, as shown on BFA Attachment C, and the first year budgeted net income of $156,363 and has concluded that the difference is mainly due to the reduction in employee fringe benefits of $5,408,500 and reduction of staff of $538,526. The facility will no longer participate in the County benefit plan. As of August 31, 2014, the facility has an occupancy level of 91.1% utilizing 257 beds based on the 20 RHCF bed decertification. The first year budget is based on the 2011 occupancy levels of 98.1% with an approximate correlation of payor mix between the third party payors. The more than two year decrease in utilization was due to practices that were approved by the county in order to decrease their operational losses, which included the creation of a committee to approve all admissions without the acceptance of Medicaid pending residents, and in the fall of 2012 the closure of a 40 RHCF bed wing. The proposed owners will put in place a $2,500,000 renovation after final approval of this application by the Public Health and Health Planning Council with the following business plan to improve operations:  Reconstructing the facility to accommodate patients through rehabilitation and therapies with an ADL suite and rehab gym. Also enhancing the Memory Care Unit.  Readdress the accessibility of family members to administration and admissions.  Create external and internal marketers for the RHCF to access referrals from area hospitals.  The acceptance of Medicaid pending patients and assist in the patients applying for Medicaid eligibility.  Begin negotiating HMO contracts for resident referrals.  Instituting a telemedicine program to attract residents within their community.  Possessing an astute awareness of community needs. BFA Attachment B is the pro-forma balance sheet of Saratoga County Maplewood Manor, which indicates positive members’ equity of $2,418,647 as of the first day of operations. It is noted that assets include $590,000 in goodwill, which is not an available liquid resource, nor is it recognized for Medicaid reimbursement purposes. Thus members’ equity would be $1,828,647. The budget appears reasonable. Staff notes that with the expected 2014 implementation of managed care for nursing home residents, Medicaid reimbursement is expected to change from a state-wide price with a cost-based capital component payment methodology to a negotiated reimbursement methodology. Facility payments will be the result of negotiations between the managed long term care plans and the facility. At this point in time it cannot be determined what financial impact this change in reimbursement methodology will have on this project. As shown on BFA Attachment C , the facility maintained positive working capital in 2011-2013 and experienced negative equity and an average net loss from operations of $10,269,757 for the period shown. The county cannot maintain its current operation due to reoccurring losses from year to year and has therefore decided to sell the facility to a new operator who is an experienced team of nursing home providers. Based on the preceding, and subject to the noted contingencies, it appears that the applicant has demonstrated the capability to proceed in a financially feasible manner, and approval is recommended. Recommendation From a financial perspective, contingent approval is recommended. Attachments BFA Attachment A BFA Attachment B BFA Attachment C BNHLC Attachment A Net Worth of Proposed Members Pro-forma Balance Sheet Financial Summary, Saratoga County Maplewood Manor, 2011-2013 Quality Measures and Inspection Report Project #141044-E Exhibit Page 8 RESOLUTION RESOLVED, that the Public Health and Health Planning Council, pursuant to the provisions of Section 2801-a of the Public Health Law, on this 2nd day of October, 2014, having considered any advice offered by the Regional Health Systems Agency, the staff of the New York State Department of Health, and the Establishment and Project Review Committee of this Council and after due deliberation, hereby proposes to approve the following application to establish Saratoga Center for Care, LLC as the new operator of Saratoga County Maplewood Manor Nursing Home, an existing 277-bed, public county RHCF and decertify 20 RHCF beds resulting in a total of 257 remaining RHCF beds at the facility, and with the contingencies, if any, as set forth below and providing that each applicant fulfills the contingencies and conditions, if any, specified with reference to the application, and be it further RESOLVED, that upon fulfillment by the applicant of the conditions and contingencies specified for the application in a manner satisfactory to the Public Health and Health Planning Council and the New York State Department of Health, the Secretary of the Council is hereby authorized to issue the approval of the Council of the application, and be it further RESOLVED, that any approval of this application is not to be construed as in any manner releasing or relieving any transferor (of any interest in the facility that is the subject of the application) of responsibility and liability for any Medicaid (Medicaid Assistance Program -Title XIX of the Social Security Act) or other State fund overpayments made to the facility covering the period during which any such transferor was an operator of the facility, regardless of whether the applicant or any other entity or individual is also responsible and liable for such overpayments, and the State of New York shall continue to hold any such transferor responsible and liable for any such overpayments, and be it further RESOLVED, that upon the failure, neglect or refusal of the applicant to submit documentation or information in order to satisfy a contingency specified with reference to the application, within the stated time frame, the application will be deemed abandoned or withdrawn by the applicant without the need for further action by the Council, and be it further RESOLVED, that upon submission of documentation or information to satisfy a contingency specified with reference to the application, within the stated time frame, which documentation or information is not deemed sufficient by Department of Health staff, to satisfy the contingency, the application shall be returned to the Council for whatever action the Council deems appropriate. NUMBER: FACILITY/APPLICANT: 141044 E Saratoga Center for Care, LLC d/b/a Saratoga Center for Rehab and Skilled Nursing Care APPROVAL CONTINGENT UPON: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Submission of a commitment signed by the applicant which indicates that, within two years from the date of the council approval, the percentage of all admissions who are Medicaid and Medicare/Medicaid eligible at the time of admission will be at least 75 percent of the planning area average of all Medicaid and Medicare/Medicaid admissions, subject to possible adjustment based on factors such as the number of Medicaid patient days, the facility’s case mix, the length of time before private paying patients became Medicaid eligible, and the financial impact on the facility due to an increase in Medicaid admissions. [RNR] Submission of a plan to continue to enhance access to Medicaid residents. At a minimum, the plan should include, but not necessarily be limited to, ways in which the facility will: • Reach out to hospital discharge planners to make them aware of the facility’s Medicaid Access Program; • Communicate with local hospital discharge planners on a regular basis regarding bed availability at the nursing facility; and • Identify community resources that serve the low-income and frail elderly population who may eventually use the nursing facility, and inform them about the facility’s Medicaid Access policy. [RNR] Submission of an annual report, for two years, to the DOH demonstrating substantial progress with the implemention of the plan. The report should include but not be limited to: • Information on activities relating to a-c above; • Documentation pertaining to the number of referrals and the number of Medicaid admissions; and • Other factors as determined by the applicant to be pertinent. The DOH reserves the right to require continued reporting beyond the two year period. [RNR] Submission and Departmental approval of a quality assurance plan to be put in place to ensure that the quality of care at the facility will be maintained during the transition period related to ownership transfer. [LTC] Programmatic review of the plan to reduce the bed count by twenty beds and reopen the forty bed Schuyler Hall unit. This review may include an on-site walk-through of the facility to review the unit in which the proposed bed reduction will occur and of the Schulyer Hall unit to be reopened. [LTC] Submission of a personal loan commitment for working capital acceptable to the Department of Health. [BFA] Submission of a loan commitment for working capital acceptable to the Department of Health. [BFA] Submission of an executed lease agreement acceptable to the Department of Health. [BFA] Submission of an executed Certificate of Amendment of the Articles of Organization of Saratoga Center for Care LLC, acceptable to the Department. [CSL] Submission of the executed Amended and Restated Operating Agreement of Saratoga Center for Care LLC, acceptable to the Department. [CSL] Submission of an executed lease agreement between 149 Ballston Ave LLC and the applicant, acceptable to the Department. [CSL] APPROVAL CONDITIONAL UPON: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Documentation submitted to satisfy the above-referenced contingencies (4 copies) should be submitted within sixty (60) days to: Barbara DelCogliano Director Bureau of Project Management NYS Department of Health Empire State Plaza Corning Tower, Room 1842 Albany, New York 12237 Public Health and Health Planning Council Project # 141235-E Safire Rehabilitation of Northtowns, LLC County: Erie Purpose: Establishment Program: Residential Health Care Facility Acknowledged: June 3, 2014 Executive Summary Description Safire Rehabilitation of Northtowns, LLC is requesting approval to become the new operator of Sheridan Manor, LLC d/b/a Sheridan Manor Nursing Home, an existing proprietary LLC and a 100-bed Residential Health Care Facility (RHCF) located at 2799 Sheridan Drive, Tonawanda. Ownership of the facility operation before and after the requested change is as follows: Far Rockaway. As of August of 2013, Robert Schuck has 25.0% membership in South Shore Healthcare Facility, a 100-bed RHCF located in Freeport. DOH Recommendation Contingent Approval Need Summary Sheridan Manor LLC’s utilization was 95.9% in 2010, 94.5% in 2011, and 96.0% in 2012. Current utilization, as of August 6, 2014, is 96.0%. While the county falls below the Department’s planning optimum, the facility has exceeded the county overall utilization and expects it to increase following approval of this application. Current Sheridan Manor, LLC Name Percentages William Richard Zacher 30.34% Laura Z. Otterbein 30.33% Wendy Zacher Schmidt 30.33% Richard Platschek 4.50% Solomon Abramczyk 4.50% The change in ownership will not result in any change in beds or services. Proposed Safire Rehabilitation of Northtowns, LLC Percentages Name Moshe Steinberg 4.0% Judy Landa 32.0% Richard Platschek 32.0% Solomon Abramczyk 16.0% Robert Schuck 16.0% Program Summary No changes in the program or physical environment are proposed in this application. No administrative services or consulting agreements are proposed in this application. As of October of 2012, Solomon Abramczyk and Richard Platschek have 4.5% membership interest each in Williamsville Suburban Nursing Home, a 220bed RHCF located in Williamsville, and Ridgeview Manor Nursing Home, a 120-bed RHCF located in Buffalo. Solomon Abramczyk also has 63% membership in Park Gardens Rehabilitation and Nursing Center, a 200-bed RHCF located in Riverdale. No negative information has been received concerning the character and competence of the proposed applicants identified as new members. Judy Landa has 25.75% membership in West Lawrence Care Center, a 215-bed RHCF located in Project #141235-E Exhibit Page 1 Financial Summary There are no project costs associated with this application. BUDGET: Revenues: Expenses: Gain: $7,899,643 6,943,836 $ 955,807 Subject to the noted contingency, it appears that the applicant has demonstrated the capability to proceed in a financially feasible manner. Project #141235-E Exhibit Page 2 Recommendations Health Systems Agency There will be no HSA recommendation for this project. Office of Health Systems Management Approval contingent upon: 1. Submission of an executed building lease acceptable to the Department of Health. [BFA] 2. The submission of a commitment signed by the applicant which indicates that, within two years from the date of council approval, the percentage of all admissions who are Medicaid and Medicare/Medicaid eligible at the time of admission will be at least 75 percent of the planning area average of all Medicaid and Medicare/Medicaid admissions, subject to possible adjustment based on factors such as the number of Medicaid patient days, the facility’s case mix, the length of time before private paying patients became Medicaid eligible, and the financial impact on the facility due to an increase in Medicaid admissions. [RNR] 3. Submission of a plan to continue to enhance access to Medicaid residents. At a minimum, the plan should include, but not necessarily be limited to, ways in which the facility will:  Reach out to hospital discharge planners to make them aware of the facility’s Medicaid Access Program.  Communicate with local hospital discharge planners on a regular basis regarding bed availability at the nursing facility.  Identify community resources that serve the low-income and frail elderly population who may eventually use the nursing facility, and inform them about the facility’s Medicaid Access policy. [RNR] 4. Submission of an annual report, for two years, to the DOH demonstrating substantial progress with the implementation of the plan. The report should include, but not be limited to:  Information on activities relating to a-c above;  Documentation pertaining to the number of referrals and the number of Medicaid admissions; and  Other factors as determined by the applicant to be pertinent. The DOH reserves the right to require continued reporting beyond the two year period. [RNR] 5. Submission of an Asset and Real Estate Purchase Agreement that accurately designates both the buyers and the sellers and is acceptable to the Department. [LTC] 6. Submission of Asset and Real Estate Purchase Agreements (from Sheridan Manor to Mr. Platschek and then from Mr. Platschek to Safire Rehabilitation of Northtowns, LLC) that are acceptable to the Department. [CSL] 7. Submission of an executed Operating Agreement that is acceptable to the Department. [CSL] 8. Submission of an executed Articles of Organization that is acceptable to the Department. [CSL] 9. Submission of a fully executed, proposed Certificate of Amendment to Sheridan Manor, LLC’s Articles of Organization or Articles of Dissolution, as the case may be. [CSL] Approval conditional upon: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Council Action Date October 2, 2014 Project #141235-E Exhibit Page 3 Need Analysis Background Safire Rehabilitation of Northtowns, LLC seeks approval to become the established operator of Sheridan Manor LLC, a 100-bed Article 28 residential health care facility, located at 2799 Sheridan Drive, Tonawanda, 14150 in Erie County. Analysis There is currently a surplus of 457 beds in Erie County as indicated in Table 1 below. The overall occupancy for Erie County is 91.2% for 2012 as indicated in Table 2. Table 1: RHCF Need – Erie County 2016 Projected Need Current Beds Beds Under Construction Total Resources Unmet Need 5,291 5,748 0 5,748 -457 Sheridan Manor LLC’s utilization was 95.9% in 2010, 94.5% in 2011, and 96.0% in 2012. Although the county utilization falls below the Department’s 97% planning optimum, the facility is very close to it and because of the facility’s modest size (100 beds) the 96.0% occupancy rate represents a vacancy of only one bed below the 97% optimum. Table 2: Sheridan Manor LLC/Erie County Facility/County/Region Sheridan Manor LLC Erie County % Occupancy 2010 95.9% 93.9% % Occupancy 2011 94.5% 92.1% % Occupancy 2012 96.0% 91.2% Access Regulations indicate that the Medicaid patient admissions standard shall be 75% of the annual percentage of all Medicaid admissions for the long term care planning area in which the applicant facility is located. Such planning area percentage shall not include residential health care facilities that have an average length of stay 30 days or fewer. If there are four or fewer residential health care facilities in the planning area, the applicable standard for a planning area shall be 75% of the planning area percentage of Medicaid admissions, or of the Health Systems Agency area Medicaid admissions percentage, whichever is less. In calculating such percentages, the Department will use the most current data which have been received and analyzed by the Department. An applicant will be required to make appropriate adjustments in its admission policies and practices so that the proportion of its own annual Medicaid patient’s admissions is at least 75% of the planning area percentage or the Health Systems Agency percentage, whichever is applicable. Sheridan Manor LLC’s Medicaid admissions rates for 2011 and 2012 were 6.4% and 9.9%, respectively. This facility did not exceed the Erie County 75% rates in 2011 and 2012 of 23.4% and 22.1%, respectively, and will be required to follow the contingency plan as noted below. Conclusion Approval of this application will result in maintaining a necessary community resource. Recommendation From a need perspective, contingent approval is recommended. Project #141235-E Exhibit Page 4 Program Analysis Facility Information Facility Information Facility Name Address Existing Sheridan Manor, LLC 2799 Sheridan Drive Tonawanda, NY. 14150 RHCF Capacity 100 ADHC Program Capacity N/A Type of Operator Proprietary Class of Operator Limited Liability Company Operator Sheridan Manor, LLC Proposed Safire Nursing and Rehabilitation Care of Northtowns Same Same N/A Proprietary Limited Liability Company Safire Rehabilitation of Northtowns, LLC Managing Members Richard Platschek 32% Solomon Abramczyk 16% Members Judy Landa Robert Shuck Moshe Steinberg Character and Competence - Background Facilities Reviewed Nursing Homes Brookhaven Rehabilitation and Health Care Center Fort Tryon Center for Rehabilitation and Nursing Franklin Center for Rehabilitation and Nursing Highfield Gardens Care Center of Great Neck (formerly Wedgewood Care Center) West Lawrence Care Center Park Gardens Rehabilitation and Nursing Center LLC Silver Lake Specialized Rehabilitation and Care Center Dumont Center for Rehabilitation and Nursing Care Williamsville Suburban LLC Ridge View Manor LLC Sheridan Manor LLC South Shore Rehabilitation and Nursing Center 32% 16% 4% 09/2004 to 02/2009 09/2004 to 01/2009 09/2004 to 01/2009 09/2004 to 11/2005 09/2004 to present 09/2004 to present 06/2008 to 04/2014 07/2010 to present 10/2012 to present 10/2012 to present 10/2012 to present 02/2014 to present Individual Background Review Richard Platschek lists his occupation as sales at Stat Portable X-ray, a portable x-ray service located in Oakland Gardens, New York. He has been employed there since January 2007. Previously, Mr. Platschek was employed at Treetops Rehabilitation Care Center as a purchasing agent. Richard (Aryeh) Platschek discloses the following ownership interests in health facilities: Williamsville Suburban LLC Ridge View Manor LLC Sheridan Manor LLC South Shore Rehabilitation and Nursing Center 10/2012 to present 10/2012 to present 10/2012 to present 02/2014 to present Solomon Abramczyk is a non-registered certified public accountant. He has been employed at Park Gardens Rehabilitation and Nursing Center LLC as the operator and Executive Director for the last ten years. Mr. Abramczyk discloses the following ownership interests in health facilities: Park Gardens Rehabilitation and Nursing Center LLC Silver Lake Specialized Rehabilitation and Care Center Dumont Center for Rehabilitation and Nursing Care Project #141235-E Exhibit Page 5 2002 to present 06/2008 to 04/2014 07/2010 to present Williamsville Suburban LLC Ridge View Manor LLC Sheridan Manor LLC South Shore Rehabilitation and Nursing Center 10/2012 to present 10/2012 to present 10/2012 to present 02/2014 to present Judy Landa reports no employment during the past ten years. Ms. Landa discloses the following ownership interest in health care facilities: Brookhaven Rehabilitation and Health Care Center Fort Tryon Center for Rehabilitation and Nursing Franklin Center for Rehabilitation and Nursing Highfield Gardens Care Center of Great Neck (formerly Wedgewood Care Center) West Lawrence Care Center 04/2001 to 02/2009 11/2002 to 01/2009 11/2002 to 01/2009 01/1997 to 11/2005 09/2003 to present Robert Schuck is a non-registered certified public accountant. He has been employed at Hempstead Park Nursing Home as the Chief Financial Officer for the last ten years. Mr. Schuck discloses the following ownership interest in health care facilities: South Shore Rehabilitation and Nursing Center 02/2014 to present Moshe Steinberg lists his employment as the president of LTC Bill Right, a medical supplies company located in Lakewood, New Jersey. Previously, Mr. Steinberg was employed as the vice president of Amazing Surgical Supply, Inc., a surgical equipment and supplies company located in Brooklyn, New York. Mr. Steinberg discloses no ownership interest in health facilities. Character and Competence - Analysis No negative information has been received concerning the character and competence of the applicants. A review of Brookhaven Rehabilitation & Health Care Center, LLC for the period identified above reveals that the facility was fined $2,000 pursuant to a Stipulation and Order issued April 3, 2009 for surveillance findings on April 25, 2008. Deficiencies were found under 10 NYCRR 415.12 - Quality of Care: Accidents. A review of operations for Brookhaven Rehabilitation & Health Care Center, LLC for the periods identified above, results in a conclusion of substantially consistent high level of care since there were no repeat enforcements. A review of Highfield Gardens Care Center of Great Neck, Fort Tryon Center for Rehabilitation and Nursing, Franklin Center for Rehabilitation and Nursing, West Lawrence Care Center, Park Gardens Rehabilitation and Nursing Center LLC, Silver Lake Specialized Rehabilitation and Care Center, Dumont Center for Rehabilitation and Nursing Care, Williamsville Suburban LLC, Ridge View Manor LLC, and Sheridan Manor LLC reveals that a substantially consistent high level of care has been provided since there were no enforcements for the time period reviewed. Recommendation From a programmatic perspective, contingent approval is recommended. Project #141235-E Exhibit Page 6 Financial Analysis Asset and Real Estate Purchase Agreement The change in ownership will be effectuated in accordance with an executed asset, and real estate purchase agreement, the terms of which are summarized below: Date: Seller: Purchaser : Purchased Assets: Excluded Assets: Assumed Liabilities: Purchase Price: July 6, 2012 Sheridan Manor, LLC d/b/a Sheridan Manor Nursing Home Richard Platschek as Buyer’s designee to be transferred to Safire Rehabilitation of Northtowns, LLC once all necessary approvals have been obtained. The real property and all assets used in operation of the facility. Facilities, equipment, supplies and inventory, prepaid expenses, documents and records, assignable leases, contracts, licenses and permits; telephone numbers, fax numbers and all logos, resident trust funds, deposits, accounts and notes receivable, cash, deposits and cash equivalents. Any security, vendor, utility or other deposits with any Governmental Entity, any refunds, debtor claims, third-party retroactive adjustments and related documents prior to closing, and personal property of residents. Those associated with purchased assets $0 for the operating interest and real property. Since the liabilities exceed the assets of the company being acquired, no cash will exchange hands as of the change of ownership date. After change of ownership, the buyers intend to take a mortgage and retire all outstanding liabilities. The proposed members have submitted an original affidavit, which is acceptable to the Department, in which the applicant agrees, notwithstanding any agreement, arrangement or understanding between the applicant and the transferor to the contrary, to be liable and responsible for any Medicaid overpayments made to the facility and/or surcharges, assessments or fees due from the transferor pursuant to Article 28 of the Public Health Law with respect to the period of time prior to the applicant acquiring interest, without releasing the transferor of its liability and responsibility. Assignment and Assumption Agreement An executed assignment and assumption agreement has been submitted by the applicant assigning all assets and liabilities as stated in the Asset Purchase Agreement from Richard Platschek to Safire Rehabilitation of Northtowns, LLC. Lease Agreement Facility occupancy is subject to a draft lease agreement, the terms of which are summarized as follows: Premises: Landlord: Tenant: Terms: Rental: Provisions: A 100 bed RHCF located at 2799 Sheridan Drive, Tonawanda Sheridan DR HC, LLC Safire Rehabilitation of Northtowns, LLC 10 years commencing on the execution of the lease. Annual rent is $29,004 ($2,417 per month). Tenant is responsible for general liability insurance, utilities and maintenance and is a triple net lease. The lease arrangement is an arm’s length agreement. The proposed members have no ownership interest in the current holding company which owns the premises. Effective at the time of closing, Richard Platschek will assign the real property to Sheridan Dr HC, LLC, the ownership of which is as follows: Solomon Abramczyk (16%), Robert Schuck (16%), Richard Platschek (32%), Benjamin Landa (32%) and Moshe Steinberg (4%). Project #141235-E Exhibit Page 7 Operating Budget Following is a summary of the submitted operating budget, presented in 2014 dollars, for the first year subsequent to the change in ownership: Revenues: Medicaid Medicare Private Pay/Other Total $4,399,221 2,005,147 1,495,275 $7,899,643 Expenses: Operating Capital Total $6,772,983 170,852 $6,943,836 Net Income Total Patient Days       $955,807 34,770 Medicaid capital component includes lease rental payment. Medicare and private pay revenues are based on current payment rates. Medicaid rates are based on 2014 Medicaid pricing rates adjusted for CMI increase with no trend. Overall utilization is projected at 95.3% Utilization by payer source is anticipated as follows: Medicaid 76 % Medicare 12% Private/Other 12% Breakeven utilization is projected at 83.73 %. Capability and Feasibility There are no project costs associated with this application. Since the liabilities exceed the assets of the company being acquired, no cash will exchange hands as of the change of ownership date. After change of ownership, the buyers intend to take a mortgage and retire all outstanding liabilities. Working capital requirements are estimated at $1,157,306 based on two months’ of first year expenses and will be satisfied from the proposed member’s equity. An affidavit from proposed applicant member, Judy Landa, states that she is willing to contribute resources disproportionate to her ownership percentage. Review of BFA Attachment A, net worth of proposed members, reveals sufficient resources to satisfy the working capital requirements for the RHCF change in ownership. The submitted budget indicates that a net income of $955,807 would be maintained during the first year following change in ownership. BFA Attachment G is the budget sensitivity analysis based on May 31, 2014 utilization of 96.3% for the facility, which shows the budgeted revenues would decrease by $777,582 resulting in a net income in year one of $178,225. BFA Attachment B is the pro-forma balance sheet of Sheridan Manor, LLC. As shown, the facility will initiate operation with negative $1,404,496 members’ equity due to the proposed members retiring the current debt obligation through a mortgage after closing. The budget appears reasonable. Staff notes that with the expected 2014 implementation of managed care for nursing home residents, Medicaid reimbursement is expected to change from a state-wide price with a cost-based capital component payment methodology, to a negotiated reimbursement methodology. Facility payments will be the result of negotiations between the managed long term care plans and the facility. At this point in time, it cannot be determined what financial impact this change in reimbursement methodology will have on this project. Project #141235-E Exhibit Page 8 Review of BFA Attachment C, financial summary of Sheridan Manor, shows negative working capital, net equity and a net profit from operations of $88,426 and $279,551 as of December 31, 2013 and May 31, 2014, respectively. Richard Platschek and Solomon Abramczyk acquired membership interest in Ridgeview Manor as of October of 2012, and were able to obtain the following financial improvements:    Additional third party revenues of $650,000 in Medicaid rate increases, $200,000 in Medicare rate increases, Increased facility efficiencies, such as renegotiate purchase contracts, by approximately $750,000. Review of Attachment D, financial summaries of proposed member Richard Platschek’s affiliated homes, shows the three RHCFs had experienced negative working capital and net equity and maintained positive net income for the period shown. The negative working capital and net equity for the affiliated homes were due to bankruptcy related liabilities and Medicaid payments being withheld. Review of Attachment E, financial summary of West Lawrence Care Center, shows the RHCF had negative working capital, positive equity and an average net loss of $584,209 for 2011-2013. The facility has since revised their financial management practices by renegotiating contracts and securing payer rate increases and has maintained a net income of $481,774 as of May 31, 2014. Review of Attachment F, financial summary of Park Gardens Rehabilitation and Nursing Center, shows the RHCF had positive net income of $5,025,153 as of June 30, 2014. Based on the preceding and subject to the noted contingency, it appears that the applicant has demonstrated the capability to proceed in a financially feasible manner and approval is recommended. Recommendation From a financial perspective, contingent approval is recommended. Attachments BFA Attachment A BFA Attachment B BFA Attachment C BFA Attachment D BFA Attachment E BFA Attachment F BFA Attachment G BNHLC Attachment A Net Worth of Proposed Members Pro-forma Balance Sheet, Safire Rehabilitation of Northtowns, LLC Financial Summary, Sheridan Manor Nursing Home, 2011- June 30, 2014 Financial Summary of proposed member, Richard Platschek, affiliated Nursing Homes Financial Summary, West Lawrence Care Center Financial Summary, Park Gardens Rehabilitation and Nursing Center Budget Sensitivity Analysis Quality Measures and Inspection Report Project #141235-E Exhibit Page 9 RESOLUTION RESOLVED, that the Public Health and Health Planning Council, pursuant to the provisions of Section 2801-a of the Public Health Law, on this 2nd day of October, 2014, having considered any advice offered by the Regional Health Systems Agency, the staff of the New York State Department of Health, and the Establishment and Project Review Committee of this Council and after due deliberation, hereby proposes to approve the following application to establish Safire Rehabilitation of Northtowns, LLC as the new operator of the nursing home located 2799 Sheridan Drive, Tonawanda, formerly operated as Sheridan Manor, LLC, and with the contingencies, if any, as set forth below and providing that each applicant fulfills the contingencies and conditions, if any, specified with reference to the application, and be it further RESOLVED, that upon fulfillment by the applicant of the conditions and contingencies specified for the application in a manner satisfactory to the Public Health and Health Planning Council and the New York State Department of Health, the Secretary of the Council is hereby authorized to issue the approval of the Council of the application, and be it further RESOLVED, that any approval of this application is not to be construed as in any manner releasing or relieving any transferor (of any interest in the facility that is the subject of the application) of responsibility and liability for any Medicaid (Medicaid Assistance Program -Title XIX of the Social Security Act) or other State fund overpayments made to the facility covering the period during which any such transferor was an operator of the facility, regardless of whether the applicant or any other entity or individual is also responsible and liable for such overpayments, and the State of New York shall continue to hold any such transferor responsible and liable for any such overpayments, and be it further RESOLVED, that upon the failure, neglect or refusal of the applicant to submit documentation or information in order to satisfy a contingency specified with reference to the application, within the stated time frame, the application will be deemed abandoned or withdrawn by the applicant without the need for further action by the Council, and be it further RESOLVED, that upon submission of documentation or information to satisfy a contingency specified with reference to the application, within the stated time frame, which documentation or information is not deemed sufficient by Department of Health staff, to satisfy the contingency, the application shall be returned to the Council for whatever action the Council deems appropriate. NUMBER: FACILITY/APPLICANT: 141235 E Safire Rehabilitation of Northtowns, LLC APPROVAL CONTINGENT UPON: 1. Submission of an executed building lease acceptable to the Department of Health. [BFA] 2. The submission of a commitment signed by the applicant which indicates that, within two years from the date of council approval, the percentage of all admissions who are Medicaid and Medicare/Medicaid eligible at the time of admission will be at least 75 percent of the planning area average of all Medicaid and Medicare/Medicaid admissions, subject to possible adjustment based on factors such as the number of Medicaid patient days, the facility’s case mix, the length of time before private paying patients became Medicaid eligible, and the financial impact on the facility due to an increase in Medicaid admissions. [RNR] 3. Submission of a plan to continue to enhance access to Medicaid residents. At a minimum, the plan should include, but not necessarily be limited to, ways in which the facility will: • Reach out to hospital discharge planners to make them aware of the facility’s Medicaid Access Program. • Communicate with local hospital discharge planners on a regular basis regarding bed availability at the nursing facility. • Identify community resources that serve the low-income and frail elderly population who may eventually use the nursing facility, and inform them about the facility’s Medicaid Access policy. [RNR] 4. Submission of an annual report, for two years, to the DOH demonstrating substantial progress with the implementation of the plan. The report should include, but not be limited to: • Information on activities relating to a-c above; • Documentation pertaining to the number of referrals and the number of Medicaid admissions; and • Other factors as determined by the applicant to be pertinent. The DOH reserves the right to require continued reporting beyond the two year period. [RNR] 5. Submission of an Asset and Real Estate Purchase Agreement that accurately designates both the buyers and the sellers and is acceptable to the Department. [LTC] 6. Submission of Asset and Real Estate Purchase Agreements (from Sheridan Manor to Mr. Platschek and then from Mr. Platschek to Safire Rehabilitation of Northtowns, LLC) that are acceptable to the Department. [CSL] 7. Submission of an executed Operating Agreement that is acceptable to the Department. [CSL] 8. Submission of an executed Articles of Organization that is acceptable to the Department. [CSL] 9. Submission of a fully executed, proposed Certificate of Amendment to Sheridan Manor, LLC’s Articles of Organization or Articles of Dissolution, as the case may be. [CSL] APPROVAL CONDITIONAL UPON: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Documentation submitted to satisfy the above-referenced contingencies (4 copies) should be submitted within sixty (60) days to: Barbara DelCogliano Director Bureau of Project Management NYS Department of Health Empire State Plaza Corning Tower, Room 1842 Albany, New York 12237 Public Health and Health Planning Council Project # 141237-E Safire Rehabilitation of Southtowns, LLC County: Erie Purpose: Establishment Program: Residential Health Care Facility Acknowledged: June 4, 2014 Executive Summary Description Safire Rehabilitation of Southtowns, LLC, is requesting to become the new operator of Ridge View Manor, LLC d/b/a Ridgeview Manor Nursing Home, an existing proprietary 120-bed Residential Health Care Facility (RHCF) located at 300 Dorrance Avenue, Buffalo. Ownership of the facility operation before and after the requested change is as follows: Current Ridge View Manor, LLC Name Membership William Richard Zacher 30.34% Laura Z. Otterbein 30.33% Wendy Zacher Schmidt 30.33% Richard Platschek 4.50% Solomon Abramczyk 4.50% Proposed Safire Rehabilitation of Southtowns, LLC Name Membership Moshe Steinberg 4.0% Judy Landa 32.0% Richard Platschek 32.0% Solomon Abramczyk 16.0% Robert Schuck 16.0% As of October 2012, Solomon Abramczyk and Richard Platschek have 4.5% membership interest each in Williamsville Surburban Nursing Home, a 220-bed RHCF located in Williamsville, and Sheridan Manor Nursing Home, a 100-bed RHCF located in Tonawanda. Solomon Abramczyk also has 63% membership in Park Gardens Rehabilitation and Nursing Center, a 200-bed RHCF located in Riverdale. Judy Landa has 25.75% membership in West Lawrence Care Center, a 215-bed RHCF located in Far Rockaway. As of August of 2013, Robert Schuck has 25.0% membership in South Shore Healthcare Facility, a 100-bed RHCF located in Freeport. DOH Recommendation Contingent Approval Need Summary The change in ownership will not result in any change in beds or services. Program Summary No negative information has been received concerning the character and competence of the proposed applicants identified as new members. No changes in the program or physical environment are proposed in this application. No administrative services or consulting agreements are proposed in this application. Financial Summary There are no project costs associated with this application. Budget: Revenues: Expenses: Gain: $10,621,649 8,993,029 $ 1,628,620 Subject to the noted contingency, it appears that the applicant has demonstrated the capability to proceed in a financially feasible manner. Project #141237-E Exhibit Page 1 Recommendations Health Systems Agency There will be no HSA recommendation for this project. Office of Health Systems Management Approval contingent upon: 1. The submission of a commitment signed by the applicant which indicates that, within two years from the date of the council approval, the percentage of all admissions who are Medicaid and Medicare/Medicaid eligible at the time of admission will be at least 75 percent of the planning area average of all Medicaid and Medicare/Medicaid admissions, subject to possible adjustment based on factors such as the number of Medicaid patient days, the facility’s case mix, the length of time before private paying patients became Medicaid eligible, and the financial impact on the facility due to an increase in Medicaid admissions. [RNR] 2. Submission of a plan to continue to enhance access to Medicaid residents. At a minimum, the plan should include, but not necessarily be limited to, ways in which the facility will:  Reach out to hospital discharge planners to make them aware of the facility’s Medicaid Access Program;  Communicate with local hospital discharge planners on a regular basis regarding bed availability at the nursing facility;  Identify community resources that serve the low-income and frail elderly population who may eventually use the nursing facility, and inform them about the facility’s Medicaid Access policy. [RNR] 3. Submission of an annual report for two years to the DOH, demonstrating substantial progress with the implementation of the plan. The report should include, but not be limited to:  Information on activities relating to a-c above;  Documentation pertaining to the number of referrals and the number of Medicaid admissions; and  Other factors as determined by the applicant to be pertinent.  The DOH reserves the right to require continued reporting beyond the two year period. [RNR] 4. Submission of an Asset and Real Estate Purchase Agreement that accurately designates both the buyers and the sellers and is acceptable to the Department. [LTC] 5. Submission of an executed building lease acceptable to the Department of Health. [BFA] 6. Submission of an Asset and Real Estate Purchase Agreements (from Ridge View Manor) to Mr. Platschek and then from Mr. Platschek to Safire Rehabilitation of Southtowns, LLC that are acceptable to the Department. [CSL] 7. Submission of an executed Operating Agreement that is acceptable to the Department. [CSL] 8. Submission of an executed Articles of Organization that is acceptable to the Department. [CSL] 9. Submission of a fully executed, proposed Certificate of Amendment to Ridge View Manor, LLC’s Articles of Organization or Articles of Dissolution, as the case may be. [CSL] Approval conditional upon: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Council Action Date October 2, 2014 Project #141237-E Exhibit Page 2 Need Analysis Background Safire Rehabilitation of Southtowns, LLC, seeks approval to become the established operator of Ridge View Manor LLC, a 120-bed Article 28 residential health care facility, located at 298 Dorrance Avenue, Buffalo, 14220 in Erie County. Analysis There is currently a surplus for 457 beds in Erie County as indicated in Table 1 below. The overall occupancy for Erie County is 91.2% for 2012 as indicated in Table 2. Table 1: RHCF Need – Erie County 2016 Projected Need Current Beds Beds Under Construction Total Resources Unmet Need 5,291 5,748 0 5,748 -457 Ridge View Manor LLC’s utilization was 95.1% in 2010, 92.6% in 2011, and 92.5% in 2012. The applicant noted the reason for the soft utilization is due to mismanagement by the former operators. During this period the former operator, William Zacher, died, and the subsequent operators did not perform any audits or file any cost reports, which resulted in the forgoing of all capital-based reimbursements. This further resulted in the owners becoming financially challenged, undergoing bankruptcy, and losing talented staff after failing to meet payroll. The facility’s reputation in the community began to suffer as well, which adversely affected the utilization rates. Furthermore, the Berger Commission’s recommendation to close one of the operator’s facilities resulted in an even further decline in utilization at this location. Utilization as of August 6, 2014, was 95.8%. Utilization has increased during the period the proposed operators have been involved with the facility’s operation. The proposed operators plan to increase utilization by addressing deficiencies that contributed to the previous substandard occupancy. Remedies to be instituted include:  Retaining accountants to prepare backlogged cost reports;  Submission of cost reports that will allow for the resumption of reimbursements;  Using reimbursement revenue to perform improvements to resident’s rooms;  Recruitment of talented staff; and  Restoring the reputation of the facility. Table 2: Ridge View Manor LLC/Erie County Facility/County/Region % Occupancy 2010 Ridge View Manor LLC 95.1% Erie County 93.9% % Occupancy 2011 92.6% 92.1% % Occupancy 2012 92.5% 91.2% Access Regulations indicate that the Medicaid patient admissions standard shall be 75% of the annual percentage of all Medicaid admissions for the long term care planning area in which the applicant facility is located. Such planning area percentage shall not include residential health care facilities that have an average length of stay 30 days or fewer. If there are four or fewer residential health care facilities in the planning area, the applicable standard for a planning area shall be 75% of the planning area percentage of Medicaid admissions, or of the Health Systems Agency area Medicaid admissions percentage, whichever is less. In calculating such percentages, the Department will use the most current data which have been received and analyzed by the Department. An applicant will be required to make appropriate adjustments in its admission policies and practices so that the proportion of its own annual Medicaid patient’s admissions is at least 75% of the planning area percentage or the Health Systems Agency percentage, whichever is applicable. Project #141237-E Exhibit Page 3 Ridge View Manor LLC’s Medicaid admissions for 2011 and 2012 was 3.9% and 7.7%, respectively. This facility did not exceed the Erie County 75% rates in 2011 and 2012 of 23.4% and 22.1%, respectively, and will be required to follow the contingency plan as noted below. Conclusion It is expected that approval of the proposed change of ownership will result in more consistent utilization rates and better management of the facility and help maintain a needed source of RHCF care for the community. Recommendation From a need perspective, contingent approval is recommended. Program Analysis Facility Information Facility Name Existing Ridge View Manor, LLC Proposed Safire Nursing and Rehabilitation Care of Southtowns Same Address 298 Dorrance Avenue Buffalo, NY. 14220 RHCF Capacity ADHC Program Capacity Type of Operator Class of Operator 120 N/A Proprietary Limited Liability Company Same N/A Proprietary Limited Liability Company Operator Ridge View Manor, LLC Safire Rehabilitation of Southtowns, LLC Character and Competence - Background Facilities Reviewed Nursing Homes Brookhaven Rehabilitation and Health Care Center Fort Tryon Center for Rehabilitation and Nursing Franklin Center for Rehabilitation and Nursing Highfield Gardens Care Center of Great Neck (formerly Wedgewood Care Center) West Lawrence Care Center Park Gardens Rehabilitation and Nursing Center LLC Silver Lake Specialized Rehabilitation and Care Center Dumont Center for Rehabilitation and Nursing Care Williamsville Suburban LLC Ridge View Manor LLC Sheridan Manor LLC South Shore Rehabilitation and Nursing Center Project #141237-E Exhibit Page 4 Managing Members: Richard Platschek Solomon Abramczyk 32% 16% Members: Judy Landa Robert Shuck Moshe Steinberg 32% 16% 4% 09/2004 to 02/2009 09/2004 to 01/2009 09/2004 to 01/2009 09/2004 to 11/2005 09/2004 to present 09/2004 to present 06/2008 to 04/2014 07/2010 to present 10/2012 to present 10/2012 to present 10/2012 to present 02/2014 to present Individual Background Review Richard Platschek lists his occupation as sales at Stat Portable X-ray, a portable x-ray service located in Oakland Gardens, New York. He has been employed there since January 2007. Previously, Mr. Platschek was employed at Treetops Rehabilitation Care Center as a purchasing agent. Richard (Aryeh) Platschek discloses the following ownership interests in health facilities: Williamsville Suburban LLC Ridge View Manor LLC Sheridan Manor LLC South Shore Rehabilitation and Nursing Center 10/2012 to present 10/2012 to present 10/2012 to present 02/2014 to present Solomon Abramczyk is a non-registered certified public accountant. He has been employed at Park Gardens Rehabilitation and Nursing Center LLC as the operator and Executive Director for the last ten years. Mr. Abramczyk discloses the following ownership interests in health facilities: Park Gardens Rehabilitation and Nursing Center LLC Silver Lake Specialized Rehabilitation and Care Center Dumont Center for Rehabilitation and Nursing Care Williamsville Suburban LLC Ridge View Manor LLC Sheridan Manor LLC South Shore Rehabilitation and Nursing Center 2002 to present 06/2008 to 04/2014 07/2010 to present 10/2012 to present 10/2012 to present 10/2012 to present 02/2014 to present Judy Landa reports no employment during the past ten years. Ms. Landa discloses the following ownership interest in health care facilities: Brookhaven Rehabilitation and Health Care Center Fort Tryon Center for Rehabilitation and Nursing Franklin Center for Rehabilitation and Nursing Highfield Gardens Care Center of Great Neck (formerly Wedgewood Care Center) West Lawrence Care Center 04/2001 to 02/2009 11/2002 to 01/2009 11/2002 to 01/2009 01/1997 to 11/2005 09/2003 to present Robert Schuck is a non-registered certified public accountant. He has been employed at Hempstead Park Nursing Home as the Chief Financial Officer for the last ten years. Mr. Schuck discloses the following ownership interest in health care facilities: South Shore Rehabilitation and Nursing Center 02/2014 to present Moshe Steinberg lists his employment as the president of LTC Bill Right, a medical supplies company located in Lakewood, New Jersey. Previously, Mr. Steinberg was employed as the vice president of Amazing Surgical Supply, Inc., a surgical equipment and supplies company located in Brooklyn, New York. Mr. Steinberg discloses no ownership interest in health facilities. Character and Competence - Analysis No negative information has been received concerning the character and competence of the applicants. A review of Brookhaven Rehabilitation & Health Care Center, LLC for the period identified above reveals that the facility was fined $2,000 pursuant to a Stipulation and Order issued April 3, 2009 for surveillance findings on April 25, 2008. Deficiencies were found under 10 NYCRR 415.12 - Quality of Care: Accidents. A review of operations for Brookhaven Rehabilitation & Health Care Center, LLC for the periods identified above, results in a conclusion of substantially consistent high level of care since there were no repeat enforcements. Project #141237-E Exhibit Page 5 A review of Highfield Gardens Care Center of Great Neck, Fort Tryon Center for Rehabilitation and Nursing, Franklin Center for Rehabilitation and Nursing, West Lawrence Care Center, Park Gardens Rehabilitation and Nursing Center LLC, Silver Lake Specialized Rehabilitation and Care Center, Dumont Center for Rehabilitation and Nursing Care, Williamsville Suburban LLC, Ridge View Manor LLC, and Sheridan Manor LLC reveals that a substantially consistent high level of care has been provided since there were no enforcements for the time period reviewed. Project Review No changes in the program or physical environment are proposed in this application. No administrative services or consulting agreements are proposed in this application. Conclusion No negative information has been received concerning the character and competence of the proposed applicants identified as new members. Recommendation From a programmatic perspective, contingent approval is recommended. Financial Analysis Asset and Real Estate Purchase Agreement The change in ownership will be effectuated in accordance with an executed asset and real estate purchase and sale agreement, the terms of which are summarized below: Date: Seller: Purchaser : Purchased Assets: Excluded Assets: Assumed Liabilities: Purchase Price: July 6, 2012 Ridgeview Manor, LLC d/b/a Ridgeview Manor Nursing Home Richard Platschek as Buyer’s designee to be transferred to Safire Rehabilitation of Southtowns, LLC once all necessary approvals have been obtained. The real property and all assets used in operation of the facility. Facilities; equipment; supplies and inventory; prepaid expenses; documents and records; assignable leases, contracts, licenses and permits; telephone numbers, fax numbers and all logos; resident trust funds; deposits; accounts and notes receivable; cash, deposits and cash equivalents; Any security, vendor, utility or other deposits with any Governmental Entity; any refunds, debtor claims, third-party retroactive adjustments and related documents prior to closing, and personal property of residents. Those associated with purchased assets. $0 for the operating interest and real property. Since the liabilities exceed the assets of the company being acquired, no cash will exchange hands as of the change of ownership date. After change of ownership, the buyers intend to take a mortgage and retire all outstanding liabilities. The proposed members have submitted an original affidavit, which is acceptable to the Department, in which the applicant agrees, notwithstanding any agreement, arrangement or understanding between the applicant and the transferor to the contrary, to be liable and responsible for any Medicaid overpayments made to the facility and/or surcharges, assessments or fees due from the transferor pursuant to Article 28 of the Public Health Law with respect to the period of time prior to the applicant acquiring interest, without releasing the transferor of its liability and responsibility. Project #141237-E Exhibit Page 6 Assignment and Assumption Agreement An executed assignment and assumption agreement has been submitted by the applicant assigning all assets and liabilities as stated in the Asset Purchase Agreement from Richard Platschek to Safire Rehabilitation of Southtowns, LLC. Lease Agreement Facility occupancy is subject to a draft lease agreement, the terms of which are summarized as follows: Premises: Landlord: Tenant: Terms: Rental: Provisions: A 120-bed RHCF located at 298 Dorrance Avenue, Buffalo, NY Dorrance Ave HC, LLC Safire Rehabilitation of Southtowns, LLC 10 years commencing on the execution of the lease. Annual rent is $29,004 ($2,417 per month). Tenant is responsible for general liability insurance, utilities and maintenance and is a triple net lease. The lease arrangement is an arm’s length agreement. The proposed members have no ownership interest in the current holding company which owns the premises. Effective at the time of closing, Richard Platschek will assign the real property to Dorrance Ave HC, LLC. Ownership of Dorrance Ave HC, LLC is as follows: Solomon Abramczyk (16%), Robert Schuck (16%), Richard Platschek (32%), Benjamin Landa (32%) and Moshe Steinberg (4%). Operating Budget Following is a summary of the submitted operating budget, presented in 2014 dollars, for the first year subsequent to change in ownership: Revenues: Medicaid $4,934,417 Medicare 4,023,460 Private Pay/Other 1,663,772 Total $10,621,649 Expenses: Operating Capital Total $8,708,796 284,233 $8,993,029 Net Income $1,628,620 Total Patient Days       41,724 Medicaid capital component includes lease rental payment. Medicare and private pay revenues are based on current payment rates. Medicaid rates are based on 2014 Medicaid pricing rates adjusted for CMI increase with no trend. Overall utilization is projected at 95.3%. Utilization by payor source is anticipated as follows: Medicaid 70 % Medicare 19% Private/Other 11% Breakeven utilization is projected at 80.7%. Project #141237-E Exhibit Page 7 Capability and Feasibility There are no project costs associated with this application. Since the liabilities exceed the assets of the company being acquired, no cash will exchange hands as of the change of ownership date. After change of ownership, the buyers intend to take a mortgage and retire all outstanding liabilities. Working capital requirements are estimated at $1,498,838 based on two months’ of first year expenses and will be satisfied from the proposed member’s equity. An affidavit from proposed applicant member, Judy Landa, states that she is willing to contribute resources disproportionate to her ownership percentage. Review of BFA Attachment A, net worth of proposed members, reveals sufficient resources to satisfy the working capital requirements for the RHCF change in ownership. The submitted budget indicates that a net income of $1,628,620 would be maintained during the first year following change in ownership. BFA Attachment G is the budget sensitivity analysis based on May 31, 2014 current total utilization of 94.1% for the facility, which shows the budgeted revenues would decrease by $1,601,528 resulting in a net income in year one of $27,092. BFA Attachment B presents the proforma balance sheet of Ridgeview Manor, LLC. As shown, the facility will initiate operation with negative $245,829 members’ equity due to the proposed members retiring the current debt obligation through a mortgage after closing. The budget appears reasonable. Staff notes that with the expected 2014 implementation of managed care for nursing home residents, Medicaid reimbursement is expected to change from a state-wide price with a cost-based capital component payment methodology to a negotiated reimbursement methodology. Facility payments will be the result of negotiations between the managed long term care plans and the facility. At this point in time it cannot be determined what financial impact this change in reimbursement methodology will have on this project. Review of BFA Attachment C, financial summary of Ridgeview Manor, shows negative working capital, net equity and a net profit from operations of $276,510 and $139,107 as of December 31, 2013 and May 31, 2014, respectively. Richard Platschek and Solomon Abramczyk acquired membership interest in Ridgeview Manor as of October of 2012, and were able to obtain the following financial improvements:    Additional third party revenues of $850,000 in Medicaid rate increases, $250,000 in Medicare rate increases, Increased facility efficiencies, such as renegotiate purchase contracts, by approximately $900,000. Review of Attachment D, financial summaries of proposed member Richard Platschek’s affiliated homes, shows the three RHCFs experienced negative working capital and net equity and maintained positive net income for the period shown. The negative working capital and net equity for the affiliated homes were due to bankruptcy related liabilities and Medicaid payments being withheld. Review of Attachment E, financial summary of West Lawrence Care Center, shows the RHCF had negative working capital, positive equity and an average net loss of $584,209 for 2011-2013. The facility has since revised their financial management practices by renegotiating contracts and securing payer rate increases and has maintained a net income of $481,774 as of May 31, 2014. Review of Attachment F, financial summary of Park Gardens Rehabilitation and Nursing Center, shows the RHCF had positive net income of $5,025,153 as of June 30, 2014. Based on the preceding and subject to the noted contingency, it appears that the applicant has demonstrated the capability to proceed in a financially feasible manner and approval is recommended. Recommendation From a financial perspective, contingent approval is recommended. Project #141237-E Exhibit Page 8 Attachments BFA Attachment A BFA Attachment B BFA Attachment C BFA Attachment D BFA Attachment E BFA Attachment F BFA Attachment G BNHLC Attachment A Net Worth of Proposed Members Pro-forma Balance Sheet, Safire Rehabilitation of Southtowns, LLC Financial Summary, Ridgeview Manor Nursing Home, 2011- June 30, 2014 Financial summary of proposed member, Richard Platschek, affiliated Nursing Homes Financial Summary, West Lawrence Care Center Financial summary, Park Gardens Rehabilitation and Nursing Center Budget Sensitivity Analysis Quality Measures and Inspection Report Project #141237-E Exhibit Page 9 RESOLUTION RESOLVED, that the Public Health and Health Planning Council, pursuant to the provisions of Section 2801-a of the Public Health Law, on this 2nd day of October, 2014, having considered any advice offered by the Regional Health Systems Agency, the staff of the New York State Department of Health, and the Establishment and Project Review Committee of this Council and after due deliberation, hereby proposes to approve the following application to establish Safire Rehabilitation of Southtowns, LLC as the new operator of the nursing home located at 300 Dorrance Avenue, Buffalo, formerly operated as Ridge View Manor, and with the contingencies, if any, as set forth below and providing that each applicant fulfills the contingencies and conditions, if any, specified with reference to the application, and be it further RESOLVED, that upon fulfillment by the applicant of the conditions and contingencies specified for the application in a manner satisfactory to the Public Health and Health Planning Council and the New York State Department of Health, the Secretary of the Council is hereby authorized to issue the approval of the Council of the application, and be it further RESOLVED, that any approval of this application is not to be construed as in any manner releasing or relieving any transferor (of any interest in the facility that is the subject of the application) of responsibility and liability for any Medicaid (Medicaid Assistance Program -Title XIX of the Social Security Act) or other State fund overpayments made to the facility covering the period during which any such transferor was an operator of the facility, regardless of whether the applicant or any other entity or individual is also responsible and liable for such overpayments, and the State of New York shall continue to hold any such transferor responsible and liable for any such overpayments, and be it further RESOLVED, that upon the failure, neglect or refusal of the applicant to submit documentation or information in order to satisfy a contingency specified with reference to the application, within the stated time frame, the application will be deemed abandoned or withdrawn by the applicant without the need for further action by the Council, and be it further RESOLVED, that upon submission of documentation or information to satisfy a contingency specified with reference to the application, within the stated time frame, which documentation or information is not deemed sufficient by Department of Health staff, to satisfy the contingency, the application shall be returned to the Council for whatever action the Council deems appropriate. NUMBER: FACILITY/APPLICANT: 141237 E Safire Rehabilitation of Southtowns, LLC APPROVAL CONTINGENT UPON: 1. The submission of a commitment signed by the applicant which indicates that, within two years from the date of the council approval, the percentage of all admissions who are Medicaid and Medicare/Medicaid eligible at the time of admission will be at least 75 percent of the planning area average of all Medicaid and Medicare/Medicaid admissions, subject to possible adjustment based on factors such as the number of Medicaid patient days, the facility’s case mix, the length of time before private paying patients became Medicaid eligible, and the financial impact on the facility due to an increase in Medicaid admissions. [RNR] 2. Submission of a plan to continue to enhance access to Medicaid residents. At a minimum, the plan should include, but not necessarily be limited to, ways in which the facility will: • Reach out to hospital discharge planners to make them aware of the facility’s Medicaid Access Program; • Communicate with local hospital discharge planners on a regular basis regarding bed availability at the nursing facility; • Identify community resources that serve the low-income and frail elderly population who may eventually use the nursing facility, and inform them about the facility’s Medicaid Access policy. [RNR] 3. Submission of an annual report for two years to the DOH, demonstrating substantial progress with the implementation of the plan. The report should include, but not be limited to: • Information on activities relating to a-c above; • Documentation pertaining to the number of referrals and the number of Medicaid admissions; and • Other factors as determined by the applicant to be pertinent. • The DOH reserves the right to require continued reporting beyond the two year period. [RNR] 4. Submission of an Asset and Real Estate Purchase Agreement that accurately designates both the buyers and the sellers and is acceptable to the Department. [LTC] 5. Submission of an executed building lease acceptable to the Department of Health. [BFA] 6. Submission of an Asset and Real Estate Purchase Agreements (from Ridge View Manor) to Mr. Platschek and then from Mr. Platschek to Safire Rehabilitation of Southtowns, LLC that are acceptable to the Department. [CSL] 7. Submission of an executed Operating Agreement that is acceptable to the Department. [CSL] 8. Submission of an executed Articles of Organization that is acceptable to the Department. [CSL] 9. Submission of a fully executed, proposed Certificate of Amendment to Ridge View Manor, LLC’s Articles of Organization or Articles of Dissolution, as the case may be. [CSL] APPROVAL CONDITIONAL UPON: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Documentation submitted to satisfy the above-referenced contingencies (4 copies) should be submitted within sixty (60) days to: Barbara DelCogliano Director Bureau of Project Management NYS Department of Health Empire State Plaza Corning Tower, Room 1842 Albany, New York 12237 Public Health and Health Planning Council Project # 142050-E BTRNC, LLC d/b/a Beechtree Center for Rehabilitation and Nursing Program: Purpose: Residential Health Care Facility Establishment County: Tompkins Acknowledged: August 12, 2014 Executive Summary Description BTRNC, LLC d/b/a Beechtree Center for Rehabilitation and Nursing (BTRNC) is seeking approval to be established as the new operator of Reconstruction Home and Health Care Center, Inc. d/b/a Beechtree Care Center, an existing 120-bed voluntary residential health care facility (RHCF) located at 318 South Albany Street, Ithaca, NY (Tompkins County). Upon the change in ownership, the facility will transition from a voluntary/not-for-profit to a proprietary facility. BTRNC, LLC is the current receiver of Beechtree Care Center. On September 1, 2013, the current operator of Beechtree Care Center entered into an Operations Transfer Agreement with BTRNC, LLC to sell and acquire the operating interests of the 120-bed facility. The purchase price for the operations of Beechtree Care Center is $10. Ownership of the operation before and after the requested change is as follows: Current Owner Reconstruction Home and Health Care Center, Inc., d/b/a Beechtree Care Center Membership Reconstruction Home and 100.00% Health Care Center Also, a separate but related real estate company, 318 South Albany Street, LLC, will acquire the facility’s property. Ownership of the real estate before and after the requested change is as follows: Current Owner Reconstruction Home and Health Care Center, Inc., d/b/a Beechtree Care Center Membership Reconstruction Home and Health 100.00% Care Center Proposed Owner 318 South Albany Street, LLC Efraim Steif Uri Koenig Membership 40.00% 60.00% BFA Attachment A presents a summary net worth statement of the proposed members of BTRNC. All 3 of the proposed members have ownership interest in the following RHCF facilities: Bridgewater Center for Rehabilitation & Nursing, LLC; Central Park Rehabilitation and Nursing Center; and Pine Valley Center for Rehabilitation and Nursing. DOH Recommendation Contingent Approval Current Receiver - Proposed Operator/Owner BTRNC, LLC, d/b/a Beechtree Center for Rehabilitation and Nursing Membership Efraim Steif 39.90% Uri Koenig 60.00% David Camerota 0.10% Project #142050-E Exhibit Page 1 Need Summary There will be no change to beds or services as a result of this application. Program Summary No negative information has been received concerning the character and competence of the proposed applicants identified as new members. No changes in the program or physical environment are proposed in this application. No administrative services or consulting agreements are proposed in this application. The facility is in compliance with CMS 2013 sprinkler mandates. Financial Summary BTRNC will acquire the operating interest in the RHCF for $10, and 318 South Albany Street, LLC will acquire the RHCF real property for $4,534,158 by taking over the facility’s liabilities, as stated in the asset purchase agreement. There are no project costs associated with this proposal. Year 1 budget total Revenues Expenses Gain/(Loss) $8,608,375 $8,606,963 $1,412 Year 3 budget total Revenues Expenses Gain/(Loss) $8,824,840 $8,649,764 $175,076 It appears that the applicant has demonstrated the capability to proceed in a financially feasible manner. Project #142050-E Exhibit Page 2 Recommendations Health Systems Agency There will be no HSA recommendation for this project. Office of Health Systems Management Approval contingent upon: 1. The submission of a commitment signed by the applicant which indicates that, within two years from the date of the council approval, the percentage of all admissions who are Medicaid and Medicare/Medicaid eligible at the time of admission will be at least 75 percent of the planning area average of all Medicaid and Medicare/Medicaid admissions, subject to possible adjustment based on factors such as the number of Medicaid patient days, the facility’s case mix, the length of time before private paying patients became Medicaid eligible, and the financial impact on the facility due to an increase in Medicaid admissions. [RNR] 2. Submission of a plan to continue to enhance access to Medicaid residents. At a minimum, the plan should include, but not necessarily be limited to, ways in which the facility will:  Reach out to hospital discharge planners to make them aware of the facility’s Medicaid Access Program;  Communicate with local hospital discharge planners on a regular basis regarding bed availability at the nursing facility;  Identify community resources that serve the low-income and frail elderly population who may eventually use the nursing facility, and inform them about the facility’s Medicaid Access policy; and  Submit an annual report for two years to the DOH, which demonstrates substantial progress with the implement of the plan. The plan should include but not be limited to: Information on activities relating to a-c above; Documentation pertaining to the number of referrals and the number of Medicaid admissions; and o Other factors as determined by the applicant to be pertinent. The DOH reserves the right to require continued reporting beyond the two year period. [RNR] 3. Submission of evidence of site control acceptable to the Department. [CSL] 4. Submission of a copy of a Certificate of Amendment to the Articles of Organization for BTRNC, LLC acceptable to the Department. [CSL] 5. Submission of a copy of an amended Operating Agreement for BTRNC, LLC acceptable to the Department. [CSL] o o Approval conditional upon: 1. The project must be completed within three years from the date of the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Council Action Date October 2, 2014 Project #142050-E Exhibit Page 3 Need Analysis Background BTRNC, LLC seeks approval to become the established operator of Reconstruction Home and Health Care Center, Inc., d/b/a Beechtree Care Center, a 120-bed Article 28 residential health care facility located at 318 South Albany Street, Ithaca, 14850, in Tompkins County. Analysis There is currently a need for 118 beds in Tompkins County as indicated in Table 1 below. However, the overall occupancy for Tompkins County is 92.9% for 2012, as indicated in Table 2, well below the 97 percent planning optimum. Table 1: RHCF Need – Tompkins County 2016 Projected Need Current Beds Beds Under Construction Total Resources Unmet Need 478 420 -60 360 118 Beechtree Care Center’s utilization was 97.9% in 2010, 98.1% in 2011, and 97.1% in 2012. This facility has historically exceeded the Department’s planning optimum and continues to do so under the current receiver. Table 2: Beechtree Care Center/ Tompkins County Occupancy Facility/County Beechtree Care Center Tompkins County % Occupancy 2010 97.9% 96.2% % Occupancy 2011 98.1% 96.5% % Occupancy 2012 97.1% 92.9% Current utilization, as of August 6, 2014 was 99.2%. The applicant is the current receiver for the facility and noted the reason utilization has increased above the Department’s planning optimum is due to the following:     Hiring a new admissions director with experience in LTC admissions and external marketing; Hiring a new Medical Director, who in turn hired a nurse practitioner at the facility 3 days a week to help reduce hospitalizations. The nurse practitioner is a new service to the facility; Hiring a new therapy company to provide services, which has improved outcomes, length of stay management, and quality of care; and Hiring a contractor to screen Medicaid patients within the catchment area to ease admissions of Medicaid-eligible residents to the facility. Access Regulations indicate that the Medicaid patient admissions standard shall be 75% of the annual percentage of all Medicaid admissions for the long term care planning area in which the applicant facility is located. Such planning area percentage shall not include residential health care facilities that have an average length of stay 30 days or fewer. If there are four or fewer residential health care facilities in the planning area, the applicable standard for a planning area shall be 75% of the planning area percentage of Medicaid admissions, or of the Health Systems Agency area Medicaid admissions percentage, whichever is less. In calculating such percentages, the Department will use the most current data which have been received and analyzed by the Department. An applicant will be required to make appropriate adjustments in its admission policies and practices so that the proportion of its own annual Medicaid patient’s admissions is at least 75% of the planning area percentage or Health Systems Agency percentage, whichever is applicable. Project #142050-E Exhibit Page 4 Beechtree Care Center’s Medicaid admissions of 26.7% in 2011 and 80.5% in 2012 exceeded Tompkins County 75% rates of 14.1% in 2011 and 32.5% in 2012. Conclusion Approval of this application will result in the maintenance of a necessary resource for Tompkins County residents and the Medicaid population within the community. Recommendation From a need perspective, contingent approval is recommended. Program Analysis Facility Information Facility Name Address RHCF Capacity ADHC Program Capacity Type of Operator Class of Operator Operator Existing Beechtree Care Center Proposed Beechtree Center for Rehabilitation and Nursing Same 318 South Albany Street, Ithaca, NY 14850 PFI: 983 120 N/A Corporation Proprietary Reconstruction Home and Health Care Center, Inc. d/b/a Beechtree Care Center Same Same Limited Liability Company Proprietary BTRNC, LLC d/b/a Beechtree Center for Rehabilitation and Nursing Current Receiver: BTRNC, LLC d/b/a Beechtree Center for Rehabilitation and Nursing Members: *Uri Koenig *Efraim Steif David Camerota Members: Uri Koenig Efraim Steif David Camerota 60.00% 39.90% 0.10% 60.00% 39.90% 0.10% 100.00% *Managing Members Character and Competence - Background Facilities Reviewed Nursing Homes Bridgewater Center for Rehabilitation & Nursing Pine Valley Center for Rehabilitation and Nursing Central Park Rehabilitation and Nursing Center Van Duyn Center for Rehabilitation and Nursing Westchester Center for Rehabilitation and Nursing Chestnut Park Rehabilitation and Nursing Cortland Park Rehabilitation and Nursing Colonial Park Rehabilitation and Nursing Project #142050-E Exhibit Page 5 02/2005 to present 12/2004 to present 11/2008 to present 12/2013 to present 01/2003 to 12/2006 06/2011 to present 06/2011 to present 06/2011 to present Highland Park Rehabilitation and Nursing & Hudson Park Rehabilitation and Nursing Vestal Park Rehabilitation and Nursing Riverside Center for Rehabilitation and Nursing Capstone Center for Rehabilitation and Nursing Beechtree Center for Rehabilitation and Nursing Folts Center for Rehabilitation and Nursing Northeast Center for Rehabilitation and Brain Injury 06/2011 to present 06/2011 to present 06/2011 to present 03/2012 to present 03/2012 to present 09/2013 to present 10/2013 to present 11/2013 to present Diagnostic and Treatment Center: Bridgewater Center for Dialysis 03/2012 to present Adult Day Health Care: Riverside Manor Adult Care (closed) 09/2009 to 07/2010 Adult Home: The Pavillion at Claxton Manor (on Folts Campus) 10/2013 to present Individual Background Review Uri Koenig is a CPA in good standing and owner of JK Koenig & Co., an accounting firm located in Spring Valley, NY. Mr. Koenig discloses the following health facility interests: Bridgewater Center for Rehabilitation & Nursing Pine Valley Center for Rehabilitation and Nursing Central Park Rehabilitation and Nursing Center Van Duyn Center for Rehabilitation and Nursing Bridgewater Center for Dialysis (operator) 08/2006 to present 01/2008 to present 03/2012 to present 12/2013 to present 03/2012 to present Receiverships: Highland Park Rehabilitation and Nursing Center & Hudson Park Rehabilitation and Nursing Center Vestal Park Rehabilitation and Nursing Center Chestnut Park Rehabilitation and Nursing Center Cortland Park Rehabilitation and Nursing Center Colonial Park Rehabilitation and Nursing Center Riverside Center for Rehabilitation and Nursing Capstone Center for Rehabilitation and Nursing Beechtree Center for Rehabilitation and Nursing Folts Center for Rehabilitation and Nursing Northeast Center for Rehabilitation and Brain Injury The Pavillion at Claxton Manor (on Folts Campus) 06/2011 to present² 06/2011 to present² 06/2011 to present¹ 06/2011 to present² 06/2011 to present² 06/2011 to present² 03/2012 to present² 03/2012 to present² 09/2013 to present 10/2013 to present 11/2013 to present 10/2013 to present ¹PHHPC Approved 12/2013 as Operator; in process to complete transfer. ² PHHPC Approved 04/2014 as Operator; in process to complete transfer. Efraim Steif is a licensed nursing home administrator in good standing in the States of New York and New Jersey. Mr. Steif is the President of FRS Healthcare Consultants, Inc., and formerly served as Administrator of Record at Forest View Center for Rehab and Nursing in Forest Hills from 2000 to 2005. Mr. Steif discloses the following health care facility interests: Bridgewater Center for Rehabilitation & Nursing (Rec/Op) Pine Valley Center for Rehabilitation and Nursing (Rec/Op) Central Park Rehabilitation and Nursing Center (Rec/Op) Van Duyn Center for Rehabilitation and Nursing Bridgewater Center for Dialysis Riverside Manor Adult Care (closed) Project #142050-E Exhibit Page 6 02/2005 to present 12/2004 to present 11/2008 to present 12/2013 to present 03/2012 to present 09/2009 to 07/2010 Receiverships: Westchester Center for Rehabilitation and Nursing Chestnut Park Rehabilitation and Nursing Cortland Park Rehabilitation and Nursing Colonial Park Rehabilitation and Nursing Highland Park Rehabilitation and Nursing & Hudson Park Rehabilitation and Nursing Vestal Park Rehabilitation and Nursing Riverside Center for Rehabilitation and Nursing Capstone Center for Rehabilitation and Nursing Beechtree Center for Rehabilitation and Nursing Folts Center for Rehabilitation and Nursing Northeast Center for Rehabilitation and Brain Injury The Pavillion at Claxton Manor (on Folts Campus) 01/2003 to 12/2006 06/2011 to present² 06/2011 to present² 06/2011 to present² 06/2011 to present² 06/2011 to present² 06/2011 to present¹ 03/2012 to present² 03/2012 to present² 09/2013 to present 10/2013 to present 11/2013 to present 10/2013 to present ¹PHHPC Approved 12/2013 as Operator; in process to complete transfer. ² PHHPC Approved 04/2014 as Operator; in process to complete transfer. David Camerota is a licensed NY nursing home administrator in good standing. He is currently employed as chief operating officer with Upstate Services Group, LLC, which provides administrative and operational support to its affiliated skilled nursing facilities throughout New York. Mr. Camerota has served nearly continuously as administrator for the past eleven years at several upstate New York skilled nursing facilities. Mr. Camerota discloses the following health care facility interests: Pine Valley Center for Rehabilitation and Nursing Central Park Rehabilitation and Nursing Center Van Duyn Center for Rehabilitation and Nursing Bridgewater Center for Rehabilitation and Nursing Bridgewater Center for Dialysis 06/2011 to present 02/2012 to present 12/2013 to present 03/2011 to present 03/2012 to present Receiverships: Highland Park Rehabilitation and Nursing & Hudson Park Rehabilitation and Nursing Center Vestal Park Rehabilitation and Nursing Center Chestnut Park Rehabilitation and Nursing Center Cortland Park Rehabilitation and Nursing Center Colonial Park Rehabilitation and Nursing Center Riverside Center for Rehabilitation and Nursing Capstone Center for Rehabilitation and Nursing Northeast Center for Rehabilitation and Nursing Folts Center for Rehabilitation and Nursing Beechtree Center for Rehabilitation and Nursing The Pavillion at Claxton Manor (on Folts Campus) 06/2011 to present² 06/2011 to present² 06/2011 to present¹ 06/2011 to present² 06/2011 to present² 06/2011 to present² 03/2012 to present² 03/2012 to present² 11/2013 to present 10/2013 to present 09/2012 to present 10/2013 to present ¹PHHPC Approved 12/2013 as Operator; in process to complete transfer. ² PHHPC Approved 04/2014 as Operator; in process to complete transfer. Character and Competence - Analysis No negative information has been received concerning the character and competence of the above applicants. A review of Bridgewater Center for Rehabilitation & Nursing, LLC for the period identified above reveals the following: Project #142050-E Exhibit Page 7 • The facility was fined $4,000 pursuant to a Stipulation and Order NH-13-016 issued May 29, 2013 for surveillance findings on July 6, 2011. Deficiencies were found under 10 NYCRR 415.26(f)(1) Written Plans for Emergency/Disasters and 415.26(f)(3) Emergency Procedure/Drills. A review of Central Park Rehabilitation and Nursing Center for the period identified above reveals the following: • The facility was fined $2,000 pursuant to a Stipulation and Order NH-10-064 issued December 6, 2010 for surveillance findings on May 26, 2009. Deficiencies were found under 10 NYCRR 415.19(a) Quality of Care: Infection Control. A review of operations for Bridgewater Center for Rehabilitation & Nursing, LLC, and Central Park Rehabilitation and Nursing Center, for the period identified above, results in a conclusion of consistent high level of care since there were no repeat enforcements. A review of operations for the Beechtree Center for Rehabilitation and Nursing, Capstone Center for Rehabilitation and Nursing, Chestnut Park Rehabilitation and Nursing Center, Colonial Park Rehabilitation and Nursing Center, Cortland Park Rehabilitation and Nursing Center, Folts Center for Rehabilitation and Nursing, Highland Park Rehabilitation and Nursing Center, Hudson Park Rehabilitation and Nursing Center, Pine Valley Center for Rehabilitation and Nursing, Riverside Center for Rehabilitation and Nursing, Vestal Park Rehabilitation and Nursing Center, Westchester Center for Rehabilitation and Nursing, Riverside Manor Adult Care, Van Duyn Center for Rehabilitation and Nursing, The Pavillion at Claxton Manor, and Bridgewater Center for Dialysis for the periods identified above results in a conclusion of substantially consistent high level of care since there were no enforcements. Project Review No changes in the program or physical environment are proposed in this application. Conclusion No negative information has been received concerning the character and competence of the proposed applicants identified as new members. No changes in the program or physical environment are proposed in this application. No administrative services or consulting agreements are proposed in this application. Recommendation From a programmatic perspective, approval is recommended. Financial Analysis Operations Transfer Agreement The applicant has submitted an executed operations transfer agreement, the terms of which are summarized below: Date: Transferor: Transferee: Purchase Price: September 1, 2013 Reconstruction Home and Heath Care Center, Inc., d/b/a Beechtree Care Center BTRNC, LLC $10 Payable at closing Project #142050-E Exhibit Page 8 Assets Transferred: Assumed Liabilities: All rights, title and interest in the assets including trade name, leasehold improvements, equipment and furniture, supplies and inventory, prepaid expenses, all documents and records, assignable licenses and permits including Medicare and Medicaid provider numbers, phone numbers, fax numbers and all logos, names, trade names, trademarks and service marks, assignable software, resident trust funds, deposits and prepayments, cash and cash equivalents, Medicare and Medicaid provider agreements and medical records custody agreement. Obligations of transferor under or which may arise in connection with the provider agreement and the assets, assumed by transferee pursuant to the terms hereof and the assignment of provider agreement. Asset Purchase Agreement The change in ownership of the real estate has been effectuated in accordance with an executed asset purchase agreement, the terms of which are summarized below: Date: Seller: Purchaser: Purchased Assets: Liabilities Assumed : Purchase Price: Payment of Purchase Price: September 1, 2013 Reconstruction Home and Health Care Center, Inc. 318 South Albany Street, LLC Seller’s right, title and interest in that certain plot, piece and parcel of land and building, fixtures, equipment, improvements and depreciable assets occupied by or used by the facility and located at 318 South Albany Street, Ithaca, NY, the land lying in the bed of any street or highway in front of or adjoining the land to the center line thereof, any unpaid award for any taking by condemnation or any damage to the land or the improvements by reason of a change in grade of any street or highway, all easements, licenses, rights and appurtenances relating to any of the foregoing, any intangible property of seller, the warranties, the permits and all reserves maintained by or for seller with respect to the HUD loans or underlying bonds thereof and all of the goodwill symbolized and associated with the facility, and any other assets located at or used in connection with the facility. The only liabilities the purchaser is assuming are as follows:  The outstanding balance of the HUD loans ($4,065,000)  The outstanding interest on bonds ($175,062)  Prepayment penalty ($45,200)  Trustee fees ($30,000)  Cayuga county legal and publication costs ($25,000)  Title and Recording fees ($45,000)  Seller’s legal fees ($50,000)  Cain Brothers Fees ($150,000)  OMIG liability ($589,782)  Medicaid retro ($207,691)  Fees due to Berkadia (estimated late fees) ($12,500)  Settlement agreement with Cayuga Medical Center at Ithaca, Inc. ( $250,000) Total liabilities listed above are approximately $5,645,235. However, the total liabilities to be assumed by the purchaser equals $4,534,158, as it excludes an estimated amount held by the bond trustee of approximately $1,111,077. $4,534,158 Assumption of liabilities at closing which was on December 20, 2013 Project #142050-E Exhibit Page 9 The purchase price of operations and real estate is proposed to be satisfied as follows: Operations - Equity from BTRNC Members Real Estate - HUD loan (22 years and 9 months @ 4.24%) Total $10 $5,304,600 $5,304,610 BFA Attachments A and B are the proposed members’ net worth summaries for BTRNC and 318 South Albany Street, LLC, which reveal sufficient resources to meet the equity requirements. The applicant has submitted an original affidavit, which is acceptable to the Department, in which the applicant agrees, notwithstanding any agreement, arrangement or understanding between the applicant and the transferor to the contrary, to be liable and responsible for any Medicaid overpayments made to the facility and/or surcharges, assessments or fees due from the transferor pursuant to Article 28 of the Public Health Law with respect to the period of time prior to the applicant acquiring its interest, without releasing the transferor of its liability and responsibility. Lease Agreement (Company to Agency) The applicant has submitted an executed Company to Agency lease agreement, the terms of which are summarized as follows: Date: Premises: Lessor: Lessee: Term: Rental: Provisions: December 20, 2013 A 120-bed RHCF located at 318 South Albany Street, Ithaca, NY 318 South Albany Street, LLC Tompkins County Industrial Development Agency 10 years 1 month terminating 2/1/2024 $1 per year Triple net lease Leaseback Agreement (Agency to Company) The applicant has submitted an executed leaseback agreement, the terms of which are summarized as follows: Date: Premises: Lessor: Lessee: Term: Rental: Provisions: December 20, 2013 A 120-bed RHCF located at 318 South Albany Street, Ithaca, NY Tompkins County Industrial Development Agency 318 South Albany Street, LLC 10 years 1 month terminating 2/1/2024 $10 per year Triple net lease Reimbursement Lease Agreement and Medicaid Capital The applicant has submitted an executed reimbursement lease agreement, the terms of which are summarized as follows: Date: Premises: Lessor: Lessee: Term: Rental: Provisions: December 20, 2013 A 120-bed RHCF located at 318 South Albany Street, Ithaca, NY 318 South Albany Street, LLC BTRNC, LLC 23 year lease $599,877 per year ( $49,989.75 per month) Triple net lease Project #142050-E Exhibit Page 10 The lease arrangement is a non-arm’s length agreement. The applicant has submitted an affidavit attesting to the relationship between the Landlord and operating entity. With the change from a voluntary to a proprietary facility, the reimbursement methodology would be changed from reimbursement based on interest and depreciation for the HUD mortgage to reimbursement based on interest and amortization for the remainder of the 22 years 9 months HUD mortgage term. The facility however, does not have a mortgage as the facility is leased from a related entity. The related entity is charging the rent based on interest and amortization owed on the current HUD mortgage loan. Operating Budget Following is a summary of the submitted RHCF operating budget, presented in 2014 dollars, for the first and third years subsequent to the change in ownership: Revenues: Medicaid Medicare Private Pay/Other Total Expenses: Operating Capital Total Net income/loss Utilization: (patient days) Occupancy Per Diem Year 1 Total Year 3 Total $155.32 322.85 281.15 $4,054,905 1,506,098 3,047,372 $8,608,375 $4,156,829 1,543,964 3,124,046 $8,824,839 $8,007,076 599,887 $8,606,963 $ 8,027,633 622,131 $8,649,764 $1,412 $ 176,076 41,610 95.00% 42,657 97.39% The following is noted with respect to the submitted operating budget:   Utilization by payor source is expected as follows: Medicaid 62.74%; Medicare 11.21%; Private Pay/Other 26.05%. Breakeven utilization is projected at approximately 95% for the RHCF. Capability and Feasibility On September 1, 2013, through an Operational Transfer Agreement, BTRNC acquired the operating interest of Reconstruction Home and Health Care Center, Inc., an existing 120-bed voluntary residential health care facility. BTRNC will acquire the operating interest in the RHCF for $10, and 318 South Albany Street, LLC will acquire the RHCF’s real property for $4,534,158 through the acquisition of the above listed liabilities of the facility. There is a relationship via similar members between 318 South Albany Street, LLC (the landlord) and BTRNC (the nursing home operator). There are no project costs associated with this proposal. Working capital requirements for total operations are estimated at $1,434,494, based on two months of year 1 expenses, which appears reasonable. Working capital will be satisfied from the applicant members’ equity. This is presented on BFA Attachment A, which shows adequate resources to cover the working capital requirements. BFA Attachment C is the pro-forma balance sheet of BTRNC, which indicates positive members’ equity of $1,434,494 as of 12/31/2012. Project #142050-E Exhibit Page 11 BFA Attachment D is the pro-forma balance sheet for 318 Albany Street, LLC, which indicates negative equity of $872 as of 12/20/2013. The owners indicate that they will cover any losses of the entity. As shown on BFA Attachment B, the net worth of the owners of 318 Albany Street, LLC, the realty owners have enough resources available to cover any losses. The submitted total budget indicates that a net income of $1,412 would be generated in the first year after the change in ownership. The following is a comparison of the 2012 historical and projected revenue and expense: Total projected income Year 1 Total projected expenses Year 1 Total projected net income Year 1 $8,608,365 8,606,953 $1,412 Total annual 2012 income Total annual 2012 expense Total annual 2012 net income (loss) Total incremental net income (loss) $7,556,226 8,752,359 ($1,196,133) $1,197,545 Medicaid revenues are expected to decrease by $861,015 as the result of a decrease in patient days from 2012 to 2015 and a decrease in the average daily rate from $156.49 per patient day in 2012, to $155.32 per patient day in 2015. However, it is estimated that net revenue across all payors will increase by approximately $1,197,545 as the results of the following:       Medicare and Private Pay/Other revenues are expected to increase in total by approximately $1,697,499 from 2012 to 2015. The average daily rate for Medicare will be increasing from $300.45 per patient day in 2012, to $322.85 per patient day in 2015. The average daily rate for Private Pay/Other will be going from $213.29 per patient day in 2012, to $281.14 per patient day in 2015. Patient days are anticipated to increase by 1,801 for Medicare and 2,459 for Private Pay/Other. The remaining increase in revenues is classified as “all other” and incorporates non-patient specific revenues, e.g., cafeteria services. The amount associated with this is an increase of $208,134 over the current year. Despite a cost increase related to rental expense, there is an overall net decrease in cost of approximately $145,396 due to the complete elimination of interest expense. Based on the above, the budget appears reasonable. Staff notes that with the expected 2014 implementation of managed care for nursing home residents, Medicaid reimbursement is expected to change from a state-wide price, with cost-based capital component payment methodology to a negotiated reimbursement methodology. Facility payments will be the result of negotiations between the managed long term care plans and the facility. At this point in time, it cannot be determined what financial impact this change in reimbursement methodology will have on this project. As shown on BFA Attachment E for the year 2012, BTRNC generated an average net loss of $1,134,680, had an average negative net asset position and had an average negative working capital position. The reason for the 2012 loss is due to several operational difficulties over the last few years, which include inefficiencies in admissions, operational issues with the previous medical director and operational issues with the previous therapy company. These issues impacted the ability of the facility to generate profits from operations. Project #142050-E Exhibit Page 12 In order to resolve these issues the facility has done the following:      The receiver has installed a new admissions director to improve the facility’s presence in the community, as well as allow for quicker admission decisions at the facility. A new medical director was hired to improve care and avoid patient hospitalizations. A new nurse practitioner was hired to work 3 days per week to provide better medical management and help to reduce hospitalizations. The facility revised internal nursing and medical policies and processes to improve the care and outcomes of the patients. The facility also hired a new therapy company to provide necessary therapy services, with the objective to improve therapy outcomes, length of stay management and quality of care. As shown on BFA Attachment F, for the years 2010 through 2012, Bridgewater Center for Rehabilitation and Nursing, LLC generated an average operating surplus of $288,457, had an average positive net asset position of $461,913, and had an average positive working capital position of $222,964. As shown on BFA Attachment G, for the years 2010 through 2012, Pine Valley Center, LLC d/b/a Pine Valley Center for Rehabilitation and Nursing generated an average operating surplus of $434,863, had an average positive net asset position of $2,600,993, and had an average positive working capital position of $4,631,666. As shown on BFA Attachment H, for the years 2010 through 2012, CPRN, LLC d/b/a Central Park Rehabilitation and Nursing Center generated an average operating surplus of $287,300, the net asset position turned positive in 2011, and as of 2012, it was a positive $15,200. During this time period, the RHCF had an average positive working capital position of $2,239,042. Based on the preceding, it appears that the applicant has demonstrated the capability to proceed in a financially feasible manner, and approval is recommended. Recommendation From a financial perspective, approval is recommended. Attachments BFA Attachment A BFA Attachment B BFA Attachment C BFA Attachment D BFA Attachment E BFA Attachment F BFA Attachment G BFA Attachment H BNHLC Attachment A Net Worth of BTRNC LLC d/b/a Beechtree Center for Rehabilitation and Nursing Proposed Members Net Worth of 318 Albany Street, LLC Proposed Members Pro-forma Balance Sheet, BTRNC LLC d/b/a Beechtree Center for Rehabilitation and Nursing Proposed Members Pro-forma Balance Sheet, 318 Albany Street, LLC Financial Summary, BTRNC LLC d/b/a Beechtree Center for Rehabilitation and Nursing Financial Summary, Bridgewater Center for Rehabilitation and Nursing, LLC Financial Summary, Pine Valley Center, LLC d/b/a Pine Valley Center for Rehabilitation and Nursing Financial Summary, CPRN, LLC d/b/a Central Park Rehabilitation and Nursing Center Quality Measures and Inspection Report Project #142050-E Exhibit Page 13 RESOLUTION RESOLVED, that the Public Health and Health Planning Council, pursuant to the provisions of Section 2801-a of the Public Health Law, on this 2nd day of October, 2014, having considered any advice offered by the Regional Health Systems Agency, the staff of the New York State Department of Health, and the Establishment and Project Review Committee of this Council and after due deliberation, hereby proposes to approve the following application to establish BTRNC, LLC d/b/a Beechtree Center for Rehabilitation and Nursing, the current receiver, as the new operator of Beechtree Care Center, and with the contingencies, if any, as set forth below and providing that each applicant fulfills the contingencies and conditions, if any, specified with reference to the application, and be it further RESOLVED, that upon fulfillment by the applicant of the conditions and contingencies specified for the application in a manner satisfactory to the Public Health and Health Planning Council and the New York State Department of Health, the Secretary of the Council is hereby authorized to issue the approval of the Council of the application, and be it further RESOLVED, that any approval of this application is not to be construed as in any manner releasing or relieving any transferor (of any interest in the facility that is the subject of the application) of responsibility and liability for any Medicaid (Medicaid Assistance Program -Title XIX of the Social Security Act) or other State fund overpayments made to the facility covering the period during which any such transferor was an operator of the facility, regardless of whether the applicant or any other entity or individual is also responsible and liable for such overpayments, and the State of New York shall continue to hold any such transferor responsible and liable for any such overpayments, and be it further RESOLVED, that upon the failure, neglect or refusal of the applicant to submit documentation or information in order to satisfy a contingency specified with reference to the application, within the stated time frame, the application will be deemed abandoned or withdrawn by the applicant without the need for further action by the Council, and be it further RESOLVED, that upon submission of documentation or information to satisfy a contingency specified with reference to the application, within the stated time frame, which documentation or information is not deemed sufficient by Department of Health staff, to satisfy the contingency, the application shall be returned to the Council for whatever action the Council deems appropriate. NUMBER: FACILITY/APPLICANT: 142050 E BTRNC, LLC d/b/a Beechtree Center for Rehabilitation and Nursing APPROVAL CONTINGENT UPON: 1. The submission of a commitment signed by the applicant which indicates that, within two years from the date of the council approval, the percentage of all admissions who are Medicaid and Medicare/Medicaid eligible at the time of admission will be at least 75 percent of the planning area average of all Medicaid and Medicare/Medicaid admissions, subject to possible adjustment based on factors such as the number of Medicaid patient days, the facility’s case mix, the length of time before private paying patients became Medicaid eligible, and the financial impact on the facility due to an increase in Medicaid admissions. [RNR] 2. Submission of a plan to continue to enhance access to Medicaid residents. At a minimum, the plan should include, but not necessarily be limited to, ways in which the facility will: • Reach out to hospital discharge planners to make them aware of the facility’s Medicaid Access Program; • Communicate with local hospital discharge planners on a regular basis regarding bed availability at the nursing facility; • Identify community resources that serve the low-income and frail elderly population who may eventually use the nursing facility, and inform them about the facility’s Medicaid Access policy; and • Submit an annual report for two years to the DOH, which demonstrates substantial progress with the implement of the plan. The plan should include but not be limited to: Information on activities relating to a-c above; Documentation pertaining to the number of referrals and the number of Medicaid admissions; and o Other factors as determined by the applicant to be pertinent. The DOH reserves the right to require continued reporting beyond the two year period. [RNR] 3. Submission of evidence of site control acceptable to the Department. [CSL] 4. Submission of a copy of a Certificate of Amendment to the Articles of Organization for BTRNC, LLC acceptable to the Department. [CSL] 5. Submission of a copy of an amended Operating Agreement for BTRNC, LLC acceptable to the Department. [CSL] o o APPROVAL CONDITIONAL UPON: 1. The project must be completed within three years from the date of the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Documentation submitted to satisfy the above-referenced contingencies (4 copies) should be submitted within sixty (60) days to: Barbara DelCogliano Director Bureau of Project Management NYS Department of Health Empire State Plaza Corning Tower, Room 1842 Albany, New York 12237 Public Health and Health Planning Council Project # 141082-E Eddy Visiting Nurse Association Program: Certified Home Health Agency Purpose: Establishment County: Rensselaer Acknowledged: February 27, 2014 Executive Summary Description Home Aide Services of Eastern New York, Inc. d/b/a Eddy Visiting Nurses Association is seeking approval of a change in controlling person that will result when Catholic Health East, Inc. (CHE) and Trinity Health Corporation merge into CHE Trinity, Inc. The surviving corporation will be called CHE Trinity, Inc. There is no acquisition cost or purchase agreement involved in the transition of Catholic Health Care System as the sole corporate member. There will be no change in lease arrangements or result in any programmatic changes. The sole corporate member arrangement is expected to: promote the sharing of clinical best practices and joint training opportunities; integrate and centralize administrative functions; produce cost savings and efficiencies through group purchasing; improve staff recruitment and retention and enhance the system’s marketing presence. BFA Attachment A is an organizational chart of before and after the change. DOH Recommendation Contingent Approval Need Summary There will be no Need recommendation for this application. Program Summary The purpose of this application is to seek approval of a change in controlling person that will result when Catholic Health East, Inc., (CHE) and Trinity Health Corporation merge into CHE Trinity, Inc. The surviving corporation will be called CHE Trinity, Inc. Financial Summary There are no project costs associated with this project and there will be no change in the daily operations. It appears that the applicant has demonstrated the capability to proceed in a financially feasible manner. Project #141082-E Exhibit Page 1 Recommendations Health Systems Agency There will be no HSA recommendation for this project. Office of Health Systems Management Approval contingent upon: 1. Submission of an executed amendment to the Certificate of Incorporation of Home Aide Service of Eastern New York, Inc., acceptable to the Department. [CSL] 2. Submission of the amended bylaws of Home Aide Service of Eastern New York, Inc., acceptable to the Department. [CSL] 3. Submission of an executed amendment to the Certificate of Incorporation of LTC (Eddy), Inc., acceptable to the Department. [CSL] 4. Submission of the amended bylaws of LTC (Eddy), Inc., acceptable to the Department. [CSL] 5. Submission of an executed amendment to the Certificate of Incorporation of Northeast Health, Inc., acceptable to the Department. [CSL] 6. Submission of the amended bylaws of Northeast Health, Inc., acceptable to the Department. 7. Submission of an executed amendment to the Certificate of Incorporation of St. Peter’s Health Partners, Inc., acceptable to the Department. [CSL] 8. Submission of the amended bylaws of St. Peter’s Health Partners, Inc., acceptable to the Department. [CSL] 9. Submission of the executed Restated and Amended Articles of Incorporation of CHE Trinity, Inc., acceptable to the Department. [CSL] 10. Submission of the bylaws of CHE Trinity, Inc., acceptable to the Department. [CSL] 11. Submission of an executed amendment to the Certificate of Incorporation of Catholic Health East, acceptable to the Department. [CSL] Approval conditional upon: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Council Action Date October 2, 2014 Project #141082-E Exhibit Page 2 Program Analysis Program Description Home Aide Services of Eastern New York, Inc. d/b/a Eddy Visiting Nurse Association, a not-for-profit corporation, currently operates an Article 36 certified home health agency (CHHA) and long term home health care program (LTHHCP). Their approved CHHA geographic service area includes Albany, Columbia, Greene, Rensselaer, Schenectady and Saratoga counties and their LTHHCP geographic service area includes Albany, Columbia, Greene, Rensselaer and Saratoga counties. The current proposal seeks approval for a change in controlling person as described below. There will be no changes to the geographic service area, or the scope of services provided by Home Aide Services of Eastern New York, Inc. d/b/a Eddy Visiting Nurse Association as a result of this transaction. This change in controlling person also affects the following Article 36-licensed agencies that are affiliated with St. Peter’s Health Partners, and separate applications are being reviewed simultaneously with this one.  Eddy Licensed Home Care Agency (2424-L)  Senior Care Connection, Inc. (2423-L) The purpose of this application is to seek approval of a change in controlling person that will result when Catholic Health East, Inc., its great-great-grandparent organization, and CHE Trinity, Inc., Catholic Health East’s sole member, merge into Trinity Health Corporation (Trinity Health). The surviving corporation will be called CHE Trinity, Inc. (CHE Trinity). Catholic Health East, Inc., a Pennsylvania nonprofit corporation, and Trinity Health, an Indiana nonprofit, are two national Catholic health care systems with operating entities in twenty states. Catholic Health East, Inc. and Trinity Health have determined it is in the best interests of both to merge through a twostep process. Step one involved the creation CHE Trinity, Inc., an Indiana nonprofit, which became the sole member of Catholic Health East, Inc. and Trinity Health in June 2013. Step two is the merger Catholic Health East, Inc. and CHE Trinty into Trinity Health, with the surviving corporation to be called CHE Trinity, Inc. Catholic Health East, Inc., Trinity Health, and CHE Trinity, Inc. currently have mirror boards. Of the 19 individuals on these boards, two are current or former board members of St. Peter’s Health Partners and St. Peter’s Health Care Services, and the others have served on the board of directors of Catholic Health East, Inc. Catholic Health East, Inc. is the sole member of St. Peter’s Health Partners, which is the sole member of Northeast Health, Inc., which is the sole member of LTC (Eddy), Inc., which is the sole member of each of the Article 36 entities. The proposed Board Members of CHE Trinity, Inc. comprises the following individuals: Kevin Barnett – Director Senior Investigator, Public Health Institute Suzanne T. Brennan, CSC – Director President and Executive Director, Holy Cross Ministries James D. Bentley, Ph.D. – Director Retired Affiliations:  Board Member, Catholic Health East (5/13 – Present)  Board Member, Holy Cross Hospital (2003 – 2008)  Board Member, Trinity Health (2010 – Present) Joseph Betancourt, MD – Director Physician, Massachusetts General Hospital Affiliations:  Board Member, Trinity Health (2012 – Present)  Board Member, Neighborhood Health Plan (2013 – Present) Project #141082-E Exhibit Page 3 George M. Philip, Esq. – Director Retired Affiliations:  Board Member, St. Peter’s Hospital (1992 – 2013)  Board Member, Catholic Health East (2003 – 2013) Melanie C. Dreher, Ph.D., RN – Director Dean, College of Nursing, Rush University Medical Center Affiliations:  Board Member, Wewmark (3/08 – Present)  Board Member, Trinity Health (2012 – 2013) Larry Warren – Director Retired Affiliation:  Board Member, Trinity Health (2011 – 2013) Richard J. Gilfillan, MD – Director President/CEO, CHE Trinity Health, Inc. Sister Kathleen Marie Popko, RN – Director President, Sisters of Providence Affiliations:  Board Member, Catholic Health East (2009 – 2013)  Board Member, Sisters of Providence Health System (2009 – 2013)  Board Member, St. Joseph of the Pines Health System, Inc. (2009 – Present)  Board Member, Mary’s Meadow at Providence Place (2009 – Present) Mary Catherine Karl, CPA – Director Retired Affiliations:  Board Member, BayCare Health System  Board Member, St. Anthony’s Hospital (2000 – 2010)  Board Member, BayCare Health System Insurance (2006 – 2010)  Board Member, Catholic Health East  Board Member, Surgical Safety Institute (2004 – Present) David Southwell – Director Retired Affiliation:  Director/Chair, ChildServe (2002 – 2008) Stanley Urban – Director Retired Affiliation:  Board Member, Adirondack Health (2007 – Present) Roberta Waite, RN – Director Associate Professor of Nursing & Assistant Dean of Faculty Integration and Evaluation of Community Programs, Drexel University Linda J. Werthman, RSM (Master’s social work, Michigan)– Director Adjunct Associate Professor of Social Work, University of Detroit Mercy Affiliation:  Board Member, Trinity Health (2009 – 2013) Barbara K. Wheeley, RSM (Clinical Psychologist, MD) – Director Retired Affiliations:  Board Member, Mercy Medical, Inc. (1989 – 2013)  Board Member, Catholic Health East (2010 – 2013)  Board Member, Trinity Health (2013 – Present) Project #141082-E Exhibit Page 4 The proposed Board Members of St. Peter’s Health Partners, Northeast Health, Inc. and Home Aide Services of Eastern New York, Inc. comprise the following individuals: Robert J. Bylancik – Director Retired Affiliations:  Board Member, Living Resources, Inc. (2007 – 2012) Barbara D. Cottrell, Esq. – Director Chief Clerk, Rensselear County Family Court, NYS Office of Court Administration Affiliations:  Member, Board of Trustees, St. Peter’s Hospital  St. Peter’s Addiction Recovery Center (2003 – 12/07) Anne G. DiSarro – Director Retired Rev. Kenneth J. Doyle – Director Pastor of Parish, Diocesan Chancellor for Public Information, Roman Catholic Diocese of Albany Affiliation:  Board Member, St. Peter’s Hospital (2004 – 12/07) John D. Filippone, MD – Director Cardiologist, SPHP Medical Associates Harold D. Gordon, Esq. – Director Attorney, Couch White, LLP Ronald L. Guzior, CPA – Director Partner, Sax BST Advisory Network/Bollam, Sheedy Torani & Co. George Hearst III – Director Publisher/CEO, Times Union Sr. Phyllis Herbert, RN – Director Program Director – Honor Court, 820 River St. (Alcoholism/Drug Treatment) Robert W. Johnson, III, Esq. – Director Partner, Martin, Shudt, Wallace, DiLoreenzo & Johnson Beverly M. Karpiak – Director Supervisor of student teachers, College of St. Rose Michael T. Keegan – Director Regional President, Albany & Hudson Valley Division, M & T Bank John M. Lang – Director Retired Norman I. Massry – Director Principal, Massry Realty Partners Affiliation:  Board Member, St. Peter’s Hospital (2007 – 12/09) Sr. Kathleen M. Natwin – Director Retired Volunteer – Board Member, Community Outreach, Daughters of Charity, St. Louise Provence Affiliations:  Board Member, Seton Manor (2012 – Present)  Board Member/Sponsor, Catholic Health System (2002 – Present)  Board Member, Mt. St. Mary’s Hospital (2002 – Present) Curtis N. Powell – Director Vice President, Human Resources, Rensselaer Polytechnic Institute Project #141082-E Exhibit Page 5 James K. Reed, MD – Director President, St. Peter’s Health Partners, Catholic Health East Affiliation:  Director, Rubin Dialysis Centers (1997 – 2011) Alan M. Sanders, MD – Director Senior Partner/Physician, Upstate Infectious Disease Association, LLP Chief of Department of Medicine, St. Peter’s Hospital James A. Slavin, MD – Director President/Owner, Practitioner, Burdett Orthopedics, PC Affiliations:  Board Member, Unity House of Troy (2009 – Present)  President/Owner, Burdett Orthopedics (1998 – Present) Anthony P. Tartaglia, MD – Director Retired Lisa M. Thorn, MD – Director Family Physician Member, Averill Park site Medical Director, Capital Care Medical Group Affiliation:  Physician Member, Capital Care Medical Group, Averil Park (2006 – Present) Sr. Kathleen M. Turley – Director Leadership Team Member, Sisters of Mercy All of the above proposed Board Members of St. Peter’s Health Partners, Northeast Health, Inc. and Home Aide Services of Eastern New York, Inc. are affiliated with the following entities:  St. Peter’s Hospital of the City of Albany  Our Lady of Mercy Life Center  Villa Mary Immaculate d/b/a St. Peter’s Nursing and Rehabilitation Center  Beverwyck, Inc. d/b/a Eddy Village Green (Terrace at Beverwyck)  Eddy Licensed Home Care Agency, Inc.  Glen Eddy, Inc. (Terrace at Glen Eddy)  Hawthorne Ridge, Inc.  Heritage House Nursing center, Inc.  Home Aide Service of Eastern New York, Inc. d/b/a Eddy Visiting Nursing Association  Memorial Hospital  Samaritan Hospital of Troy  Senior Care Connection, Inc. d/b/a Eddy SeniorCare  Sunnyview Hospital and Rehabilitation Center  The Capital Region Geriatric Center, Inc. d/b/a Eddy Village Green  The James A. Eddy Memorial Geriatric Center, Inc. (Terrace at Eddy Memorial)  The Marjorie Doyle Rockwell Center, Inc.  Seton Health System, Inc. d/b/a St. Mary’s Hospital  Seton Health at Schulyer Ridge Residential Healthcare A search of all of the above named board members, employers, and affiliations revealed no matches on either the Medicaid Disqualified Provider List or the Office of the Inspector General’s Provider Exclusion List. The Office of the Professions of the State Education Department, the New York State Physician Profile, and the Office of Professional Medical Conduct, where appropriate, indicate no issues with the licensure of the health professionals associated with this application. The State of Michigan’s Department of Licensing and Regulatory Affairs, Bureau of Health Care Services indicated no issue with the licensure of Linda Werthman’s Masters Social Worker License. The Bureau of Health Care Services has never taken disciplinary action against this individual or license. Project #141082-E Exhibit Page 6 The applicant has confirmed that the proposed financial/referral structure has been assessed in light of anti-kickback and self-referral laws, with the consultation of legal counsel, and it is concluded that proceeding with the proposal is appropriate. A Certificate of Good Standing has been received for all attorneys. The Bureau of Professional Credentialing has indicated that Sister Mary Anne Weldon’s NHA license 04039, issued January 1, 1991, is currently in voluntary inactive status. The Board of Examiners of Nursing Home Administrators has never taken disciplinary action against this individual or her license A seven year review of the operations of the following facilities was performed as part of this review (unless otherwise noted): Alabama Mercy Medical – Mobile County Home Care Mercy Medical – Baldwin County Home Care Mercy Medical – Mercy LIFE of Alabama (PACE) California Saint Agnes Medical Center Saint Agnes Home Health & Hospice Connecticut Saint Mary Home, Inc. – Chronic Convalescent Nursing Home Saint Mary Home, Inc. – Frances Ward Towers Residential Care Home The McAuley Center, Inc. – Assisted Living Service Agency Delaware St. Francis Hospital, Inc. d/b/a/ Saint Francis Healthcare Florida Holy Cross Hospital, Inc. Holy Cross Hospital Home Health Agency Physician Outpatient Surgery Center, LLC Mercy Hospital, Inc. BayCare Health System (10 hospitals) (2003-2013) St. Anthony’s Hospital (2000 – 2010) Georgia St. Joseph Hospital of Atlanta St. Joseph’s Foundation Mercy Senior Care St. Joseph’s Mercy Care Services, Inc. Good Samaritan Hospital, Inc. St. Mary’s Hospital St. Mary’s Health Care System, Inc. – Home Health St. Mary’s Health Care System, Inc. – Home Hospice St. Mary’s Health Care System, Inc. – Hospice House St. Mary’s Health Care System, Inc. – Assisted Living License Idaho Saint Alphonsus Regional Medical Center – Boise Saint Alphonsus Regional Medical Center – Nampa Saint Alphonsus Regional Medical Center – Baker City Nursing Facility Saint Alphonsus Regional Medical Center – Baker City Hospital Project #141082-E Exhibit Page 7 Illinois Loyola Center for Home Care and Hospice Loyola University Medical Center – Hospice Agency Loyola University Medical – Ambulatory Surgical Treatment Center Gottlieb Home Health Services Gottlieb Memorial Hospital Hospice Gottlieb Memorial Hospital Pharmacy Gottlieb Memorial Hospital Pharmacy Controlled Substances Gottlieb Memorial Hospital Mammography Facility Indiana Saint Joseph’s Regional Medical Center – South Bend Campus (1/12– Present) Saint Joseph’s Regional Medical Center (1/12– Present) Saint Joseph VNA Home Care (1/12– Present) Sanctuary at St. Pauls (1/12– Present) Sanctuary at Holy Cross (1/12– Present) Iowa Mercy Medical Center – Clinton Mercy Living Center North Mercy Medical Center – Dubuque Mercy Medical Center – North Iowa/Mason City Mercy Medical Center – Sioux City The Alverno Health Care Facility ChildServe (2002 – 2008) Maryland Holy Cross Hospital of Silver Spring Holy Cross Hospital of Silver Spring Sanctuary at Holy Cross Holy Cross Hospital (2003 – 2008) Massachusetts The Mercy Hospital (8/12– Present) Sisters of Providence Health System (2009 – 2013) Mary’s Meadow at Providence Place (2009 – Present) Michigan Saint Mary’s Health Care St. Joseph Mercy – Ann Arbor Psychiatric St. Joseph Mercy – Saline St. Joseph Mercy – Livingston St. Joseph Mercy – Oakland St. Joseph Mercy – Oakland Psychiatric St. Joseph Mercy – Port Huron St. Joseph Mercy – Port Huron Helistop Mercy Health Partners – Mercy Campus Mercy Health Partners – Hackley Campus Mercy Health Partners – Hackley Campus Psychiatric Mercy Health Partners – Lakeshore Campus St. Mary Mercy Hospital St. Mary Mercy Hospital – Psychiatric Chelsea Community Hospital Mercy Hospice Mercy Hospice Grayling Mercy Hospice – Cadillac Mercy VNS and Hospice Services Project #141082-E Exhibit Page 8 Michigan Sanctuary at Mcauley Sanctuary at the Abbey Sanctuary at Bellbrook Sanctuary at St. Mary’s Sanctuary at the Park Sanctuary at Fraser Villa Sanctuary at St. Joseph’s Village #1 (3/2005-Present) Sanctuary at St. Joseph’s Village #2 (3/2005-Present) Marycrest Manor Sanctuary at White Lake Sanctuary at the Oaks #2 (4/2005-Present) Sanctuary at the Oaks #1 (4/2005-Present) Sanctuary at the Shore Mercy Bellbrook/Frances Warde (2/2010-Present) Mercy Bellbrook/McAuley (2/2010-Present) Sanctuary at Bellbrook Sanctuary at Woodland #1 (4/2005-Present) Sanctuary at Woodland #2 (4/2005-Present) Sanctuary at Fraser Villa Sanctuary at Mercy Village #2 (4/2005-Present) Sanctuary at Mercy Village #1 (4/2005-Present) Nebraska Mercy Home Care New Jersey Our Lady of Lourdes Medical Center Lourdes Medical Center of Burlington County Saint Michael’s Medical Center, Inc. – 12 Months St. Francis Medical Center New York Northeast Health, Inc. St. Peter’s Addiction Recovery Center (2003 – 12/07) Seton Manor (2012 – Present) Catholic Health System (2002 – Present) Mt. St. Mary’s Hospital (2002 – Present) St. Peter’s Hospital of the City of Albany Our Lady of Mercy Life Center Villa Mary Immaculate d/b/a St. Peter’s Nursing and Rehabilitation Center Beverwyck, Inc. d/b/a Eddy Village Green (Terrace at Beverwyck) Eddy Licensed Home Care Agency, Inc. Glen Eddy, Inc. (Terrace at Glen Eddy) Hawthorne Ridge, Inc. Heritage House Nursing center, Inc. d/b/a Eddy Heritage House Nursing and Rehabilitation Center Home Aide Service of Eastern New York, Inc. d/b/a Eddy Visiting Nursing Association (CHHA) Home Aide Service of Eastern New York, Inc. d/b/a Eddy Visiting Nursing Association (LTHHCP) Memorial Hospital Samaritan Hospital of Troy Senior Care Connection, Inc. d/b/a Eddy SeniorCare Sunnyview Hospital and Rehabilitation Center The Capital Region Geriatric Center, Inc. d/b/a Eddy Village Green The James A. Eddy Memorial Geriatric Center, Inc. (Terrace at Eddy Memorial) The Marjorie Doyle Rockwell Center, Inc. Father Baker Manor (Nursing Home) Mercy Hospital Skilled Nursing Facility Project #141082-E Exhibit Page 9 New York St. Francis Home of Williamsville (Nursing Home) Mercy Living Center (Nursing Home) Uihlein Living Center (Nursing Home) Seton Health System, Inc. d/b/a St. Mary’s Hospital Seton Health at Schulyer Ridge Residential Healthcare St. Peter’s Health Partners d/b/a Eddy Village Green at Beverwyck St. James Mercy Hospital Adirondack Medical Center (Hospital) Adirondack Medical Center/Lake Placid (Hospital) Sisters of Charity Hospital of Buffalo, NY Kenmore Mercy Hospital Mercy Hospital of Buffalo Niagara Homemakers Services, Inc. d/b/a Mercy Home Care of Western New York St. Vincent’s Home for the Aged St. Elizabeth’s Home of Lancaster, New York McAuley-Seton Home Care Corporation (LHCSA) Mercy Uihlein Health Corporation Mercy Health-Care Center, Inc. The Uihlein Health Corporation, Inc. Mcauley Manor at Mercycare (Nursing Home) Adult Day services, Mercycare Break Hospice associated with St. James Mercy Hospital Catholic Health System Program of All-Inclusive Care for the Elderly, Inc. North Carolina St. Joseph of the Pines, Inc. Family Care Home Zeno Villa at St. Joseph of the Pines (3/18/11-8/26/13) St. Joseph of the Pines, Inc. Family Care Home Constance Cottage (11/28/11-2014) St. Joseph of the Pines, Inc. Family Care Home Mary Manor (2004-2014) St. Joseph of the Pines, Inc. Adult Care Home The Coventry St. Joseph of the Pines, Inc. Nursing Facility St. Joseph of the Pines Health Center St. Joseph of the Pines Belle Meade and Pine Knoll at St. Joseph of the Pines St. Joseph of the Pines, Inc. St. Joseph of the Pines Home Care LIFE St. Joseph of the Pines, Inc. Adult Day Health Home St. Joseph of the Pines Health System, Inc. (2002 – Present) Ohio Mount Carmel East – Columbus (2004-2014) Mount Carmel West (2004-2014) Mount Carmel St. Anne’s (2004-2014) Oregon St. Alphonsus Regional Medical Center – Ontario Pennsylvania Mercy Suburban Hospital Nazareth Hospital Mercy Catholic Medical Center of Southeastern Pennsylvania d/b/a Mercy Fitzgerald Hospital and Mercy Hospital of Philadelphia St. Agnes Continuing Care Center Living Independently for Elders Mercy Home Health St. Agnes Continuing Care Center d/b/a/ Mercy Life Broad Street St. Agnes Continuing Care Center d/b/a Mercy Life/North Hancock Street Mercy Family Support Home Care Agency Facility Mercy Home Health, Health Care Facility St. Mary Medical Center Mercy Life Center Corporation Mercy Behavioral Health Project #141082-E Exhibit Page 10 Pennsylvania Mercy Life Center Corporation Outlook Manor Mercy Behavior Health Munhall Manor Mercy Life Center Corporation Mercy Behavioral Health Mercy Behavioral Health Mercy Behavioral Health - LTSR(2) Mercy Life Center Corporation Garden View Manor Mercy Life Center Corporation Monarch Springs LTSR Mercy Life Center Corporation Extended Acute Care Unit - LTSR Mercy Life Center Corporation Mercy Behavior Health Mercy Life Center Corporation Mercy Behavioral Health Psychiatric Rehabilitation Clubhouse Mercy Life Center Corporation d/b/a Mercy Behavior Health Psychiatric Rehab Mercy Life Center Corporation Mercy Behavioral Health Partial Hospitalization Mercy Life Center Corporation Mercy Behavioral Health Outpatient Mercy Behavioral Health Mercy Life Center Corporation d/b/a/ Mercy Behavioral Health Mercy Behavioral Health Ross Adult Training Facility-Seniors Mercy Life Center Corporation Mercy Behavioral Health Mercy Life Center Corporation Mercy Behavioral Health Wexford Employ. Svcs. Mercy Life Center Corporation Mercy Behavioral Health - Brookline Employment Services Mercy Life Center Corporation Mercy Behavioral Health - Beachview ATF Mercy Life Center Corporation Mercy Behavioral Health LTSR I - The Journey Home Mercy Life Center Corporation Mercy Behavioral Health Family Living Home Mercy Life Center Corporation Mercy Behavioral Health Reedsdale Center Mercy Life Center Corporation Mercy Behavioral Health - Baldwin ATF Mercy Life Center Corporation Mercy Behavioral Health Ross Adult Training Facility - SENI California Saint Agnes Home Health and Hospice, was fined eighteen thousand five hundred dollars ($18,500.00) pursuant to CCR Title 22 70739(a) – Infection Control for findings on June 2, 2008. Saint Agnes Home Health and Hospice, was fined eighteen thousand five hundred dollars ($18,500.00) pursuant to CA Health and Safety Code Death during or within 24 hours of surgery for findings on September 9, 2008. Saint Agnes Home Health and Hospice, was fined fifty thousand dollars ($50,000.00) pursuant Health and Safety Code 1279.1(c) and CCR Title 22 70223(6)(2) for findings on October 11, 2010. Saint Agnes Home Health and Hospice, was fined three thousand dollars ($3,000.00) pursuant Health and Safety Code 1279.1(ab)(4)(F) – Pressure Ulcer State 3 or 4. Saint Agnes Home Health and Hospice, was fined one thousand dollars ($1,000.00) pursuant Health and Safety Code 1279.1(ab)(1)(O) – Retention of Foreign Object. Saint Agnes Home Health and Hospice, was fined eight hundred dollars ($800.00) pursuant Health and Safety Code - State 3 or 4 Pressure Ulcer. Connecticut St. Mary’s Home, West Hartford, CT: Based on an inspection of the facility conducted October 29, 2007 St. Mary’s Home was cited for violations of Connecticut State Agencies (Public Health Code). The facility was fined seven hundred and forty-five dollars ($745.00) for the Class A violation of Section 19-13D8t(j)(2)(L) - Chronic and convalescent nursing homes and rest homes with nursing supervision: Director of nurses. Florida BayCare-Home Care Sarasota, Sarasota, Florida was fined three thousand dollars ($3,000.00) pursuant to a Survey Deficiency – Failed to Ensure Physicians Plan of Care for repeat of Class III Project #141082-E Exhibit Page 11 deficiency 2004, 2005, 2006 and 2007 for Violations of 59A-8.0215(2) – Plan of Care and 59A-8.0095(3), - Personnel Saint Anthony’s Hospital, St. Petersburg, Florida was fined one thousand dollars ($1,000.00) pursuant to a Survey Deficiency for inspection findings of December 12, 2007 for Aspen State Regulation H0022 ((2) Coordination of Care. Each hospital shall develop and implement policies and procedures on discharge planning which address: (a) Identification of patients requiring discharge planning; (b) Initiation of discharge planning on a timely basis; (c) The role of the physician, other health care givers, the patient, and the patient's family in the discharge planning process; and (d) Documentation of the discharge plan in the patient's medical record including an assessment of the availability of appropriate services to meet identified needs following hospitalization.) Holy Cross Hospital, Fort Lauderdale, Florida was fined one thousand dollars ($1,000.00) pursuant to a Survey Deficiency for inspection findings of June 1, 2009 for Aspen State Regulation H0031 ((2) Transfer Procedures. Each hospital providing emergency services and care shall establish policies and procedures which incorporate the requirements of Chapter 395, F.S., relating to emergency services. The policies and procedures shall incorporate at a minimum: (a) Decision protocols identifying the emergency services personnel within the hospital responsible for the arrangement of outgoing and incoming transfers; and H0037 (Each hospital shall maintain records of all patients who request emergency care and services, or persons on whose behalf emergency care and services are requested, for a period of 5 years.) Maryland St. Catherine’s Nursing Center was fined fifteen thousand dollars ($15,000) pursuant to Survey Deficiencies for inspection findings of July 9, 14 and 15, 2009 for violations of COMAR 10.07.09.08 C (5) (c) (Resident's Rights and Services. C. A resident has the right to: (5) Be free from: (c) Sexual abuse), 10.07.09.15 D (1) (Abuse of Residents, D. Investigations. A nursing facility shall: (1) thoroughly investigate all allegations of abuse) and 10.07.09.15. D (2) (Abuse of Residents, D. Investigations. A nursing facility shall: (2) Take appropriate action to prevent further incidents of abuse while the investigation is in progress, and after that.) New York Adult Care Facilities: Hawthorne Ridge, Inc. d/b/a Hawthorn Ridge was fined one thousand dollars ($1,000.00) pursuant to a stipulation and order dated March 28, 2012 for inspection findings of September 14, 2010 for violations 18 NYCRR Part 486.5(a)(4)(iii) – Endangerment. The information provided by the Adult Care Facility Policy and Surveillance unit has indicated that the applicant has provided sufficient supervision to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. Licensed Home Health Care Agencies, Certified Home Health Agencies, Long Term Home Health Care Agencies, Hospice: Eddy Visiting Nurse Association/Wesley VNA was fined three thousand five hundred dollars ($3,500.00) pursuant to a stipulation and order dated August 19, 2010 for inspection findings of July 22, 2008 and October 1, 2008 for violations of 10 NYCRR Sections 763.4(h) – Policies and Procedures of Service Delivery; 763.6(a) – Patient Assessment and Plan of Care; 763.6(b) – Patient Assessment and Plan of Care and 763.11(b) – Governing Authority. McCauley-Seton Home Care Corporation was fined six thousand five hundred dollars ($6,500.00) pursuant to a stipulation and order dated July 11, 2011 19, 2010 for inspection findings of December 17, 2009 for violations of 10 NYCRR Sections 763.4(h) – Policies and Procedures of Service Delivery; 763.6(b) – Patient Assessment and Plan of Care; 763.6(c) – Patient Assessment and Plan of Care; 763.6(e) – Patient Assessment and Plan of Care; 763.11(a) – Governing Authority; and 763.11(b) – Governing Authority. Project #141082-E Exhibit Page 12 McCauley-Seton Home Care Corporation was fined five thousand five hundred dollars ($5,500.00) pursuant to a stipulation and order dated June 10, 2013 for inspection findings of September 15, 2011 for violations of 10 NYCRR Sections 763.11(b) – Governing Authority; 763.5(a) – Patient Referral, Admission and Discharge; 763.6(b) – Patient Assessment and Plan of Care; 763.6(c) – Patient Assessment and Plan of Care; and 763.7(a) – Clinical Records. The information provided by the Division of Home and Community Based Services has indicated that the applicant has provided sufficient supervision to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. Residential Health Care Facilities: Our Lady of Mercy Life Center was fined two thousand dollars ($2,000.00) pursuant to a stipulation and order dated August 16, 2010 for inspection findings of June 1, 2009 for violations 10 NYCRR Section 415.12 – Quality of Care. St. Francis Home of Williamsville was fined ten thousand dollars ($10,000.00) pursuant to a stipulation and order dated January 18, 2012 for inspection findings of October 28, 2010 for violations 10 NYCRR Section 415.12 – Quality of Care Highest Practicable Potential. St. Francis Home of Williamsville was fined two thousand dollars ($2,000.00) pursuant to a stipulation and order dated January 10, 2012 for inspection findings of January 24, 2011 for violations 10 NYCRR Section 415.12 – Quality of Care Highest Practicable Potential. Adirondack Medical Center – Mercy was fined $2,000 pursuant to a stipulation and order signed by the facility on September 1, 2014 for inspection findings of August 13, 2008, August 20, 2009 and October 1, 2009 for violations of 10 NYCRR 415.12(h)(1)(2) Quality of Care: Accidents and Supervision. 415.12(I)(1) Quality of Care: Nutritional Status, 415.12(h)(I)(2), 415.26 Administration, 415.27(a-c) Quality Assessment and Assurance. Adirondack Medical Center – Uihlein was fined twenty thousand dollars $20,000 pursuant to a stipulation and order signed by the facility September 1, 2014 for inspection findings of August 8, 2008, September 28, 2009, January 22, 2010 and March 22, 2011 for violations of 10 NYCRR:  August 8, 2008 – 10 NYCRR Section 415.3(e)(2)(ii)(b) Notification of Changes, 415.11(c)(3)(i) Comprehensive Care Plans, 415.12(l)(1) Quality of Care: Unnecessary Drugs, 415.12(m)(2) Quality of Care: Medication Errors, 415.15(b)(1)(i)(ii) Physician Services, 415.26 Administration, 415.18(a) Pharmacy Services, 415.26(b)(3)(1) Governing Body, 415.15(a) Medical Director, and 415.27(a-c) Quality Assessment and Assurance.  September 28, 2009 and January 22, 2010 –10 NYCRR Section 415.12(h)(1)(2) Quality of Care: Accidents and Supervision, and 415.12 Quality of Care: Highest Practical Potential.  March 22, 2011 – 10 NYCRR 415.4(b)(1)(ii) Investigate/Report Allegations and 415.26 Administration. The Information provided by the Bureau of Quality Assurance for Nursing Homes has indicated that the residential health care facilities reviewed have provided sufficient supervision to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. Hospitals and Diagnostic & Treatment Centers: The information provided by the Division of Hospitals and Diagnostic & Treatment Centers has indicated that the applicant has provided sufficient supervision to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. Managed Long Term Care Plans and Pace Programs: The information provided by the Office of Managed Care has indicated that the MLTC plan has provided sufficient supervision to prevent harm to the health, safety and welfare of patients and to prevent recurrent code violations. Project #141082-E Exhibit Page 13 Responses were received from the states listed above with the exception of the States of Iowa and Maryland. Although the responses received from each of these states did not include all of the health care facility located in each respective state, the responses received indicated that entities in these jurisdictions have exercised sufficient supervisory responsibility to protect the health, safety and welfare of patients. The applicant provided sufficient evidence that they made an adequate effort to obtain out of state compliance for each health care facility located outside of New York State. A review of all personal qualifying information indicates there is nothing in the background of the proposed members and managers to adversely affect their positions in the organization. The applicant has the appropriate character and competence under Article 36 of the Public Health Law. Recommendation From a programmatic perspective, approval is recommended. Financial Analysis Capability and Feasibility There are no significant issues of capability or feasibility associated with this application. no change in the daily operations of each health care facility. There will be BFA Attachment B is the pro-forma balance sheet of Home Aide Service of Eastern New York, Inc., which shows on the first day of operations, therefore maintaining positive working capital. BFA Attachment C is the financial summary of the Home Aide Service of Eastern New York, Inc., which has maintained positive net asset positions, and experienced a net loss from operations in 2013 and as of February, 28, 2014. Home Aide Service of Eastern New York, Inc. is a part of the Eddy Affiliates who absorbs the net losses through their operations as shown on BFA Attachment C. The net losses are attributed to the conversion of the Long Term Health Program to manage care. BFA Attachment D is the financial summary for the eight months ended as of February 28, 2014, for the CHE Trinity Health, Inc., which has maintained positive working capital, net asset position, and a net profit from operations of $212,967,000. The financial statements for Catholic Health East and Trinity Health were combined as of July1, 2013, to begin the current fiscal year in anticipation of the merger. Based on the preceding, it appears that the applicant has demonstrated the capability to proceed in a financially feasible manner, and approval is recommended. Recommendation From a financial perspective, approval is recommended. Attachments BFA Attachment A BFA Attachment B BFA Attachment C BFA Attachment D Organizational Chart Pro-forma Balance Sheet Financial Summaries for Home Aide Service of Eastern New York, Inc. 2013 and the eight months ended 2/28/2014 Financial Summary for CHE Trinity Health- The eight months ended 2/28/2014 Project #141082-E Exhibit Page 14 RESOLUTION RESOLVED, that the Public Health and Health Planning Council, pursuant to the provisions of Section 3606 of the Public Health Law, on this 2nd day of October, 2014, having considered any advice offered by the Regional Health Systems Agency, the staff of the New York State Department of Health, and the Establishment and Project Review Committee of this Council, and after due deliberation, hereby approves the following application for a change in controlling person that will result when Catholic Health East, Inc. (CHE) and Trinity Health Corporation merge into CHE Trinity, Inc. The surviving corporation will be CHE Trinity, Inc., and with the contingencies, if any, as set forth below and providing that each applicant fulfills the contingencies and conditions, if any, specified with reference to the application, and be it further RESOLVED, that upon fulfillment by the applicant of the conditions and contingencies specified for the application in a manner satisfactory to the Public Health and Health Planning Council and the New York State Department of Health, the Secretary of the Council is hereby authorized to issue the approval of the Council of the application, and be it further RESOLVED, that upon the failure, neglect or refusal of the applicant to submit documentation or information in order to satisfy a contingency specified with reference to the application, within the stated time frame, the application will be deemed abandoned or withdrawn by the applicant without the need for further action by the Council, and be it further RESOLVED, that upon submission of documentation or information to satisfy a contingency specified with reference to the application, within the stated time frame, which documentation or information is not deemed sufficient by Department of Health staff, to satisfy the contingency, the application shall be returned to the Council for whatever action the Council deems appropriate. NUMBER APPLICANT/FACILITY 141082 E Eddy Visiting Nurse Association APPROVAL CONTINGENT UPON: 1. Submission of an executed amendment to the Certificate of Incorporation of Home Aide Service of Eastern New York, Inc., acceptable to the Department. [CSL] 2. Submission of the amended bylaws of Home Aide Service of Eastern New York, Inc., acceptable to the Department. [CSL] 3. Submission of an executed amendment to the Certificate of Incorporation of LTC (Eddy), Inc., acceptable to the Department. [CSL] 4. Submission of the amended bylaws of LTC (Eddy), Inc., acceptable to the Department. [CSL] 5. Submission of an executed amendment to the Certificate of Incorporation of Northeast Health, Inc., acceptable to the Department. [CSL] 6. Submission of the amended bylaws of Northeast Health, Inc., acceptable to the Department. 7. Submission of an executed amendment to the Certificate of Incorporation of St. Peter’s Health Partners, Inc., acceptable to the Department. [CSL] 8. Submission of the amended bylaws of St. Peter’s Health Partners, Inc., acceptable to the Department. [CSL] 9. Submission of the executed Restated and Amended Articles of Incorporation of CHE Trinity, Inc., acceptable to the Department. [CSL] 10. Submission of the bylaws of CHE Trinity, Inc., acceptable to the Department. [CSL] 11. Submission of an executed amendment to the Certificate of Incorporation of Catholic Health East, acceptable to the Department. [CSL] APPROVAL CONDITIONED UPON: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Documentation submitted to satisfy the above-referenced contingencies (4 copies) should be submitted within sixty (60) days to: Barbara DelCogliano Director Bureau of Project Management NYS Department of Health Empire State Plaza Corning Tower, Room 1842 Albany, New York 12237 I •I . STATE OF NEW YORK DEPARTMENT OF HEALTH - MEMORANDUM TO: Public Health and Health Planning Council FROM: James E. Dering, General Counsel DATE: July 24, 2014 SUBJECT: Certificate of Amendment of the Certificate of Incorporation of The Schulman and Schachne Institute for Nursing and Rehabilitation, Inc. (“the corporation’) The above-referenced and attached proposed Certificate of Amendment, dated March 13, 2014, is being submitted for Public Health and Health Planning Council approval. The corporation operates an Article 28-A nursing home company, and therefore, pursuant to sections 2854 and 2855 of the Public Health Law, amendments to its certificate of incorporation require the approval of the Public Health and Health Planning Council as well as the Commissioner’s consent. As explained more fUlly in the attached letter dated Maich 14, 2014 from Tamar it. Rosenberg, attomeyfor the corporation, the proposed amendments are necessary to explicitly include among the corporation’s purposes the support of the charitable, scientific and educational purposes of Brookdale Hospital Medical Center, an affiliated entity (“Brookdale”). The inclusion of this purpose is to ensure that the corporation is legally authorized to guaranty Brookdale’s payment obligations on financing that Brookdale will be receiving under the New York State Health Facility Restructuring Program. Pursuant to section 2856 (3) (c), the corporation is obliged to obtain the approval of the Department prior to making a guaranty of payment or encumbering its real property. Please note that the attorney’s letter also refers to a Certificate of Amendment of the Certificate of Incorporation of The Samuel and Bertha Schulman Institute for Nursing and Rehabilitation Fund, Inc., a related entity that is not established pursuant to either Article 28 or Article 28-A. Therefore the filing of its Certificate of Amendment does not require the approval of the Public Health and Health Planning Council. The proposed Certificate of Amendment of the Certificate of Incorporation of The Schulman and Schachne Institute for Nursing and Rehabilitation, Inc. is in legally acceptable form. Attachments EPSTEIN I umLoLI BECKER I GREEN MAR7Zul4 Attorneys at Law Bureau of house uuunsel NTh DrvIson of Iegai Atfars Tarnar R. Rosenberg T: 212.3514514 F: 212.878.8600 TRosenberg@ebglaw.com March 14, 2014 VIA FEDERAL EXPRESS Expeted Review Mary Callahan, Esq. Director, Bureau of House Counsel Division of Legal Affairs New York State Department of Heaith Coming Tower, Rm 2484 Empire State Plaza Albany, New York 12237 Re: Certificate of Amendment The Schulman and Schachne Institute for Nursing and Rehabilitation, Inc. — Dear Ms. Callahan: I am writing to request the consent of the New York State Department of Health (“NYSDOH”) to the filing with the New York Secretary of State of the proposed Certificate of Amendment to the Certificate of Incorporation of (I) The Schulman and Schachne Institute for Nursing and Rehabilitation, Inc. (“SSI”) enclosed as Exhibit 1-a; and (ii) The Samuel and Bertha Schulman Institute for Nursing and Rehabilitation Fund, Inc. (“SBSI_Fund”) enclosed as Exhibit 2-a. We respectfully request that the two Certificates of Amendment be reviewed as quickly as possible, given that they are required to be filed by The Dormitory Authority of the State of New York (“DASNY”) in coniunction with critical financing provided through the New York State Health Facility Restructuring Program, as described below. 551 and SBSI Fund are affiliates of Brookdale Hospital Medical Center (“Brookdale Hospital”), an Article 28 licensed hospital located in Brooklyn, New York. SSI’s purposes are to operate a licensed nursing home. SBSI Fund’s purposes are to conduct fundraising and engage in grantmaking and other activities to promote the health of the conununity. DASNY is providing up to $78 million in critical financing to Brookdale Hospital pursuant to the New York Slate Health Facility Restructuring Program under Section 2815 of the New York State Public Health Law, to hind Brookdale Flospital’s capital improvement projects and cash flow needs- As a condition of the loan transaction, DASNY is requiring that 551 and Epstein Backer & Green. Pt. I 250 Park Avenue I New York, NY 10117 I I 212.351 4500 I f 212.818.860() I ebglaw.com FIRM:24a18666v1 Mary Callahan, Esq. New York State Department of Health March 14, 2014 Page -2- SBSI Fund (together with other affiliates of Brookdale Hospital) guaranty Brookdale Hospital’s payment obligations through a mortgage on their real property and a security interest in their other property and assets. The governing boards of SSI and SBSI Fund have each determined that issuing the guaranty and the related mortgage and security interest to DASNY is in the best interests of each respective entity and have duly authorized the Certificate of Amendment of each entity pending receipt of all required approvals thereto. Although 551 and SBSI Fund have historically operated in support of and in conjunction with Brookdale Hospital and its various affiliated organizations, the purposes set forth in their Certificate of Incorporation do not expressly provide for supporting Brookdale Hospital. For 551 and SBSI Fund to each have the clear authority to issue the guaranty, mortgage and security interest to DASNY, their Certificates of Incorporation must be amended to provide that their purposes include supporting Brookdale Hospital md its charitable health care mission. The enclosed Certificates of Amendment would modi& their purposes accordingly. The consent of the NYSDOR is required for the tHing of SSI’s and SBSI Fund’s Certificates of Amendment under Section 803(a)(i) of the New York Not-for-Profit Corporation Law. A copy of 551’s Certificate of Incorporation, together with all amendments thereto, is enclosed as Exhibit 1-b, and a copy of SBSI Fund’s Certificate of Incorporation, together with all amendments thereto, is enclosed as Exhibit 2-b. Thank you for your assistance. Please call me at (212) 351-4514 if you have any questions or require additional information. Very truly yours, Tamar R. Rosenberg Enclosures FIRM:24818666v I •_ CERTIFICATE OF AMENDMENT OFTUE CERTIFICATE OF INCORPORATION THE SCHULMAN AND SCHACHNE INSTITUTE FOR NURSING AND REHABILITATION, INC. Under Section 803 of the New York State Not-Far-Profit Corporation Law The undersigned, Arthur J. Fried, Esq., hereby certifies that he is the Assistant Secretary of The Schulman and Schachne Institute for Nursing and Rehabilitation, Inc., a corporation organized and existing under the Not-for-Profit Corporation Law of the State of New York (“NPCL”), and does hereby further certify as follows: The name of the corporation is The Schulman and Schachne Institute for Nursing and Rehabilitation, Inc. (the “Corporation”). 2. The Certificate of Incorporation of the Corporation was filed with the New York Secretary of State on January 11, 1968 under Section 402 of the NPCL. The name under which the Corporation was foniied is Brookdale Hospital Center Nursing Home Company, Inc. 3. The Corporation is a corporation as defined in subparaaph (aX5) of Section 102 of the NPCL and is a TypeD corporation under Section 201 of the NPCL and shall continue to be a Type D corporation after this Certificate of Amendment becomes effective. 4. Paragraph II of the Corporation’s Certificate of Incorporation, which sets forth the Corporation’s purposes, including to provide nursing home accommodations and engage in related activities, is hereby amended to clari’ and expand the purposes of the Corporation to include benefitting, promoting, supporting and furthering the charitable, scientific and educational purposes of the constituent entities of the Brookdale Health System, including in particular, The Brookdale Hospital Medical Center, and improving and enhancing the general health and well-being of the communities of Brooklyn, New York served by the constituent entities of the Brookdale Health System, including The Brookdale Hospital Medical Center, and said Paragraph 11 of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as follows: “11. The Company is organized and shall be operated exclusively for the charitable, scientific and educational purposes of promoting, facilitating and improving the delivery of quality, efficient, effective and economical health care FIRM:246303 I 7v and related services to, and improving and enhancing the general health and well being of, the communities of Brooklyn, New York served by the “Brookdale Health System,” a system of affiliated health care providers and related corporations, by: (i) providing nursing home accommodations for sick, invalid, infirm, disabled or convalescent persons of low income, and to this end to plan, construct, erect, build, acquire, alter, reconstruct, rehabilitate, own, maintain and operate a nursing home project pursuant to the terms and provisions of Article 28-A of the New York State Public Health Law; and (ii) benefitting, promoting, supporting and furthering the charitable, scientific and educational purposes of the constituent entities of the Broolcdale Health System that are exempt from federal income tax under Section 501(a) of the Code as organizations described in Section 501(c)(3) of the Code, including, in particular, The Brookdale Hospital Medical Center, a Type B New York not-for-profit corporation licensed as a hospital under Article 28 of the New York State Public Health Law, including through the provision of financial andlor other support to such entities, as shall be determined by the Company’s Board of Directors from time to time.” 5. This Certificate of Amendment of the Corporation’s Certificate of Incorporation was authorized by the unanimous approval of the Corporation’s sole member, acting through its Board of Trustees, at a duly constituted meeting of such Board of Trustees, in accordance with Section 802(a)(l) of the NPCL. 6. The Secretary of State is hereby designated as agent of the Corporation upon whom process against it may be served. The address to which the Secretary of State shall forward copies of process accepted on behalf of the Corporation is: One Brookdale Plaza, Brooklyn, New York 11212, Atm: General Counsel. [REMAINDER OF PAGE INTENTIONALLY LEn’ BLANK.] FSIGNATURE PAGE TO FOLLOV.I 2 IN WITNESS WHEREOF, the undersigned hus signed this Certificate of Amendment on March \3, 2014. 3 FIRM:24630317v1 J t CERTIflCATE OF AMENDMENT OFTHE CER lb ICATE OF H4CORPORATION OF THE SCHULMAN AND SCHACITNE INSTITUTE FOR NURSING AND REHABILITATION, INC. Under Section 803 of the New York State Not-For-Profit Corporation Law Filed By: Jay E. Gerzog, Esq. Epstein Becker & Green. P.C. 250 Park Avenue New York, New York 10177 FIRM:24630317v1 I t% RESOLUTION RESOLVED, that the Public Health and Health Planning Council, on this 2nd day of October, 2014, approves the filing of the Certificate of Amendment of Certificate of Incorporation of The Shulman and Schachne Institute for Nursing and Rehabilitation, Inc., dated March 13, 2014. STATE OF NEW YORK - DEPAR1’MENT OF HEALTH MEMORANDUM TO: Public Health and I lealth Planning Council FROM: James F. 1ri1iiz. (ienerñl (ounsel DATE: july 16. 2014 SUBJECT: Proposed (erli icate of Amendment to the Certificate of Incorporanon of New ‘york Foundling I lospital (‘enter br Pediatric. Medical and Rehabilitative (‘are. Inc. Attached is the proposed Certificate of Amendment to the Certificate of Incorporation of New York Foundling Hospital Center ftr Pediatric. Medical and Rehabilitative Care. Inc. This not—tor—protit corporation seeks approval to change its corporate name to “Elizabeth Scion Pediatric Center.” its current assumed name. [he Public 1 lealth Council established the corporation as the operator ola nursing home in New York County in 1987. Public health and I Icaith Planning Council approval fin a change of corporate name is ihereibre required hr Not— or—Profit Corporation Law 804 (a) and 10 N YCRR * 60(3.11(a) (1). Also attached is a letter dated April 15, 2014 from Marsena M. Farris, attorney for the corporation. As explained in that letter, the name change is intended to more accurately reflect the corporation’s sponsorship by the Sisters of Charity of St. Vincent de Paul of New York and to honor St. Elizabeth Seton. The Department has no objection to the Proposed (‘erti kate of Amendment ob the Certificate ol Incorporation, which is in legally acceptable form. fl]): sls Attachments 3p C p 1) V - -, - - — -- Cadwakder, Wicket sham & Taft LLP One World Financial Center, New York, NY 10281 Tel ÷1 219 504 6000 Fax 1 212 504 6666 www.cadwaiader.com New York London Charlotte Washington Houston Beijrng Hong l *r,’ :cH -- — ) _)_< -‘ —— — —— * a -‘r.’ • t%H - 0 CERTIFICATE UP INCORPORATION I OF NEW YORK FOUNDLING HOSPITAL CENTER FOR PEDIATRIC. MEDICAL AND REHABILITATIVE CARE, INC. UNDER SECTION 402 OF THE NOT-FOR-PROFIT CORPORATION LAW FCD 0) Jfl ‘3- a- natural person over the age of The undersigned, eighteen (18) years, fox: the purpose of formincj a corporation under Section 402 of the Not—for—Profit Corporation Law of the State of New York. does hereby certify as follows: The name of the Corporation is- FIRST: & NEW YORK FOUNDLING HOSPITAL CENTER FOR MEDICAL AND REHABILITATIVE CARE, PEDIATRIC. dI INC. The corporation is a corporation as defined SECOND: (5) of Section 102 of the Not—for—Profit in subparagraph (a) Corporation Law. It shall be a type B corporation under section 201 of said law. The purposes THIRD: formed are: I. s for which tacorPoration - (a) To providecare. •.rvicás and accoimuodátions-t. - -. f6r ill, children is infirm, - •-,- disabled, händicapp.d. and conval.icent -- iS4dt - • --• (b) To provide residential health related facility care, - -- -- - services and accommodationsfor children-with supportive services. - Cc) To provi$ day care, supportive services, recreational facittes, therapeutic services, counselling thét services and factlttieazaa may--be--useful--tn—- and such - - supporting and meeting the needs of medically ill children. Toestablish, organize, plan, cóffs€rudt, It. -- sponsor, erect, build, reconstruct, acquire, own. tease, alter, rehabilitate, repair, maintain, iupervisè, mana, cbiãiid and operatoT iarhwAlfl care an other - facilities subject to obtaining the approval ? the Public -- Health Council and/or the CommissIoner of Health, as appropriate, pursuant to law providing for the foregoing. III. - —- To solicitcontributions for the attainment and accomplishment of all of the foregoing purposes. -Iv. WwCorpbrattow-shafl—have and exercise all powers neceQsy conveninto conducive to the attainment of, - any or all of the foregoing * subject to such limitations as are provided by law. purposes, With respoct to-the foregoing purposes, V. however, fact, or which are the Corporation shØlf be subject to the following limitations and restrictions (a) - The: corporation shall not be operatea for pecuniary profit or financial gain and no part of the net - earnings of the corporation shall entire to the benefit of any director, interest -- niember or- individual having a personal and p ivate 5 - En the activities, of the Corporation, nor shailNiny -j of suqh net earnings be used otherwise thanfor charitable, religious, educational, humanitarian or sJ-ntific purposes, nor shall any part of the activities of f3corporation dbnsist of carrying on pr®4gand;, influence legislation, or othrwise attempting to or prticipating,in, or intervening in 7 ordistrtbuttnq of statements), any (including the publishtng political campaign on behalf of any candidate for public * office — - -t (b) - ‘upontjxeliquid4tion or. dissolution of the a Corporation or the winding up of its affairs, whether voluntary, involuntary or by operation of law, no - director, 1 member or individual shall be entitled to any distribution or ping property or the proceeds of the 1 division ot its cemai p an&the.-balan of. álL..moneyahd.othacprcp __ received by the Corporation from any source, includiñ4,:ita same operations, after l.A the payment of alt debts and obligetions of the Corporation of whatever kind and nature, shallbe distributed, except as otherwise tOvi4i byT&w nd&dbj&ct to the approvat of-a Justice- of- the--SüprerneCourt ;ot the - - State of New York, to an organization or organizations (1) which would then qualify under Section 50l(c)(31 (aIt Section r-;:Fronces heroin are to the Internat Revenue qpgf 1954, •ts amended, and to corresponding provisions of any subsequent Federal tax laws) this Certificate. and (2) the general purposes set forth in —fl-—-- ----- The Corporation shall not carry on any activities not permitted to be carried on by an organization (c) exempt from Federal income tax under section 501 4 & (c)(3) or by any organization contributions to which are deductible under Section 17Q(c)(2). FOURTH: The duration of the Corporation shall be perpetual. FIFTH: be - The principal office of the corporation is to located in the County of New York, State of New Yorkf ‘ The Secretary of State ofts State of New York is hereby designated the &g&itof thorporation upon The post office whom process against it maybe ser¼d. adress to which the Secrotax_of Spate shall mail a copy of SIXTH: any process against the Corporation-served upon him as a of the Corporation Is n7sT aid a%nu.; New York.: -- tz. t ‘qt .1 a - The CorpPratio shall eg ‘aBoard of Directors who shall be natural persons ovet the age of eighteen (18) years and cititens of the United States They shállje elected or, appointed by the membership ? the corpora ton as provided by the by—laws and thi i&ws of the State qf New Yotk. ThWnahes and residences, of the initial pirectors of the’ Corporation, eachof whom is of full agnand a citizen of the United States, until the first annual. mceting of the CCrpOYation arcarftltiC— NAMES ADDRESS William J. Flynn Mutual of America 666 iifth Avenue New York, New York 10019 Fioravante G Perrotta H. Clay Johnson ‘ - ‘ Robert H. Mccooey Rogera& Wefle 200 Park Avenue New York, New York - , , —- 10166 Mccarthy, Fin9ar Donvan Glatthaar l75Main Street White 1’lains, New York 10601 - He êon—Erothrs — 1 Inc---—-—-——-9th Floor ---------NwYorkNYórkl0004 - Martin Shea EIGHTH: Morgan Guaranty Trust Company 9 West’ 57th Street New York, NewYork 10019 The number of directdrs shall not be less than three nor more than thirt’-ffvei ‘rho CorporatIon shall have NLNTH: which at - all t i men ,ih.t J 1 cflfl:1 hi tat of el.v.n persons who are rnembon of the rbltcjious community knownas the Sister, of Charity of St. VIncent de Paul. - There are-no-holders f any certificates evLderic-ing cnpftlcoht’tibüEfoñs •or .ubvintidñ £1 - — — TENTH: Each of thesubscrib,rs is of the age of nineteen years or aver. made, IN WITNESS WHEREOF, the undersigned Incorporator has subu9tted and aôknowledged this certtficãte signed by the subscrr this 6th day of February, 1987: J I GERALD S INCORPORATOR r -. Office and Post Office Address: 100 Park R’enue New Yotk;New Yerk 10017 (212) 972—0909 -Ps •41 — U : - - -. • 4 A__t - --- STATE OF NEW YORK ) - BS.t - COUNTY O NEW - -. on this 6th day - óffl iài - i -- personally came Gerald E. Bodell, to me known and known to me to be the person described iii and who executed the foregoing Certificate of Incorporation and he duly acknowledged to me that he executed the same. -- — -- - Na -$14165636 Naryoib - _.S ft F-. S — -nrt 3 SUPREME COURT OF THE STATE OW NEW YORK COUNTY OF NEW YORK 3 - __x_ In the Matter of the AppLication of - J4 NEW YORK FoUNDLIrG--HOSPITAL CENTER FOR PEDIATRIC, MEDICAL AND REHABILITATIVE CARS INC. • - _t :‘PWCTI0FR APPRoyaIIo?sarI yIcApE:dpuzoRpo. : — tz ±-‘t-- - 1*-. For an Orderapptoyibga certificate of Incorporation and authorizing C filing of the Certificate QfaIncoflora—_ tion pursuant to Section*402!of the Not—for—Profit Corporation Law. — - -----: -z - I- -aSTATEOFNEWYORK ) COUNTY OF NEW YRK ) - en.: 1 GERAL9E. BODELL, - -rrr bcing’dtfly sworn,’ says: I am anittorney of the State of New York, having my offices at 100 Park Rvenue,. New York, Uw York, and am the attorney for thá above—need New York Foundling Hospital-z Center for Pediatric, Medicà1ànd Rehabilitative Care, - Inc. -* :--•• - - I make- this affidavit insupportof au ordr for 4—u- the approval for filing with the Secretary of State. a Certificate of Incorporation for the torioation totJienown as rk Foundling Hospital Cptér for Pediatric; 9 New Y Medical and Rehabilitative.Cári7Inc. thtiCorporation I. fo The purpose. f6??chich I,. . • •.. - .;:‘ :.L :. ‘j.•: - 4 4 for ill, iñfi-rm, disabled, children. tiari.ltcappecl arid c’invalesqent B. To provide rimidential hetith relatd’t facility cats, services and accomrn.kIaP Ion, for cM l’lron with •u t’rt [vs. 1 servic.. - r. Tn prt4r dmy cnrer supportive service., recz:ational t ,ni ILt Lea, thnrapeutLc nnrvLc:es, rcjirissl Ltn.j and such other servicun and LacLUtias au may be uielul. lii supporting an’I rn.’sting thn needs of medically ill chHdr.-n. k D. To establish, organire. plan.bon.trict. sponsor, erect, build, acquire. own, lease, alter, recon— struct. rehabilitate, repair. àintaLn, sup.rviis, manage,, conduct and operatà resi’lentialhealth-car. an$ other facilities subject to obtFtinfngh. approval, .otthá Public Health Council and/cr the CiUion.rZ Health; s aj’pro—. priate, pursuant to law providing for the £oreqoinq This proposed corporation haãapplie l to and 1 received approval. from thePutfl.tc Health Council -of---the New York State Department of Health to fil.o the atahed Certificate of Incorporation ancito fulfill its pàrpozes. A true copy of said approval Certiftcátidn dated January16, I 1987 is attached hereto. t The Corporation upon filingS with the Secretary of State will be exempt from all Federal and State Taxes under Section 50l(cH3) of the Iternal RevenueCod. by virtue.poça Group Ruling granting rognition Eo those Corporation. recommended by the united satis Catholic renaa of. Bishops and listed in the Ksnedy Diflctoty. -: .1•— The corporatiori.is a -*1.. C t WV’ Section 201 of the Not—for—,’rc c -. o’k .w— -- ci‘ A -* - - -. I, - -‘ Notice of - this appflcation hal been ma4etatb, Attorney General of the State of New York. S -t:vj - No previous or other applilation has been aade for t the approval, of the proposed Certificate of Incorpo;atioa to any Supreme Court Juatwe. WHEREFORE, deponent prayS for an ardeix —.,.1 (a) Approving the annexed C.rtificate of Incorporation, and (b) Authorizing the filiñg-tf the Certifiàte 0< Incorporation with the Sècràtäry ofS€ti1ñ the foannezed hereto. - ii - GERALE. Dta Swo to before 1987 fllflNTWjXfl’ff •? Rttwy PkbJt Mite at Me. .. - ha 31471235 — No5hryCPubt V W •,,•,-j-;:-; ‘4. ,•:-‘ - ,i II — —.4 :‘-‘ I. the undergned, a Justice of the Supreme Court l DistrIct; hereby of the State of New York, Lint Judicia I of Nest York i’on pora ncor ate of’Z approve the foregoing Certific - -- - labj1j.. M.dicelay47Rf Poqndling Hospital- Center fOr!PedIatt4b tative 4 wit){uthe f 1 and-consent’that the same-be 1 Care,- Inc. Secretary of State. -. Dated: FEB 1 8 1987 Th11 08J2>\ OY JUDICIAL 73TU±.’ CRANT tULVKS IiD ;:o: APPROV c.. iOT1 STATUTOR 7 - - - ArTo2U GEi1. flO?EIT Abf’tS. STATE CT - - by [Ja-n- k&T k1GV4tJD iOLT rfl’T As:;ocit0 Atto - - STATEOENEWYORK PUBLIC NEALTIICOUNCIL Morton P. Hyman January 16, 1987 Chairman - r - ,qft\ t I HEREBY CERTIFY THAT AFTER INQUIRY and 3bL’ehTgation,, application of New York Foundling Hospital Center for Pediatric. Nedi;aTand Rehabilitative 4nhavi been theconttqgØk, n Care, Inc. (No. 841053) is APPROVED, 9 fulfilled satisfactorily. The Public IIeag%’C5unctl had considered this application and imposed the contingencies at Its meeting of June 27, 1966, The Certificate of Incorporation, dated July 1?, 1986, is also approved. - Public Health Council approval is not to be construed as approval of property costs or the lease submitted in support of the application. Such approval is not •to be construed as an assurance or recomendatIon that property costs or lease amounts as specified in the application will be reiursgabia under third party payor reimbursement Quidelines, - Karen S. Nesterve)t Acting txecutive Secretary Sister Cecilia Schnieder Executive Director New York Foundling Hospital Center for Pediatric Medicine & Rehabilitative care, Inc. 39 Valley Green Drive North Woodinere, NY 11581 copy sent to; Hr. 3erald E. Bo.dél Bodel S Gross 100 Park Avenue 24th Floor New York, NY 10011 - — - — ,*$4tfliLs,.44, ê42s • a a .ifl1 tW its — no. St4se tat tk-. M.r Utlkv Atkkv,i RODELL & GROSS 4uNt LUG Park Annue fXlkv UntiMik? NVi% YORK, NY IN)? or nice thr Ia ceder watcI . un,iiia) j 7 .aund fl S. attic. o4 tts d.it o& It. within .g nn.d coat on 19 Ta ta. AnnØ) Sot -Sr-flen. a ‘‘9IN. CW,, and AN ()ftk AlIitft%% 100 Park Aenue NIW ORK, ?cV 10017 19 olihe Ndse, ci the w{thln nvn.d Court, at o4-wiü 6 within ii . tnt copy will be fletellttd tot attflen the lion. ate = at Dead, tot t)flki. BODELL & GROSS Atr4wii l,w To • a * • lndcxNo. t rs4 o 7 A SUPREME COURT OP THE SIM t’O 7 NEW YORK, COUNTY OP NEW YORK In the Matterof the Application of NEW YORK FOUNDLING HOSPITAL CENT ER FOR PEDIATRIC A MEDICAL AND REHABILITATIVE CARE, INC. For an Ordft2aproving a Certifi cate of Inc orp ora tion and auth izing filing of the Certificateor of Incorporation pursuant to Section 402 of the Not—for-Profit Corporation Law. TAX $ a •____ -if EEB191 -. _— ET L—jE1Ut4D Sptc RMW flp4fllkt’ AtAfrrs’. flkpJ*in Petitioner BODELL & GROSS t)fljç anti 100 Park Avenue si.W yo, NY lee)? 2Iz,n.e,e, 8U%t•/ StATE OF NEW DIPARTMEHT 0F • NOTICE OF SETTIF2AEN’D/ORfl!R/ APPLICATION FOR APPROVAL OP CERTIFICATE OP INCORPORATIOn ‘ro Altmaei’Ø) toe Scrvkc of . copy of the within Dted, AnonE 4’ -n V t f4 LD 4 ‘4 U4/14/Ub td2 rw4.t tLdLMrtIM tIISl Pt b4b4bib4b STATE OFNEWYORK W DEPARTMENT OF HEALTH boy, NewYock1218O-29 4fl Rà’w Street, Sub 308 Dennis; Wden ExaM ‘we Dt’xsry Ccmmki%osa AnrijaC. NtweJIa. MD., Mi’.H. Dr?pH. Cqifner November 16,2004 Patricia Thrsi. Executive Dfrector Th PxIiatric Center of the New York Fonndlju 590 Avenue of Arpnricas New Yark,NcwYoxk 10011 RB: fleE/A Apçovd for N8w York Foi ud1ing Rospital Ccutrr for Pethmzi, Medical and Rztäbilizin Cute, xc. Deur WTuri: The xequest to use an assumed nate fcc New York fonhifling Hospital Ccntn for Pedlatrie, Malkal and Kohabifitatice Care, Jnc has been zuvkwed by the Bomn of Ucensurt and Catificadno. In aecordanir with the regulatcus set fcth in 4YCRR 4013(b), the Depáztncat btteby approvts the New Yoxk Powidliuig I3bspital C rnt for Pethatdc, Medical and Rebabilitative Cau, Inc. to conduct Wtess nrtdci the Lssumed mime Elizabeth Setnu Pedthtdc Centrr. A rev!sed opexthng certificate displaying the assumed name will be issi iod upon notifitian that the assumed name has been ified with the Secretaty of Sta ‘ copy of the filing teeipt faxed to herr Pox, Re1th Facilities Ccsiflca±c Coofflinator at (Si. 8) 4O2-O931 v’ill serve ag nafihicafina. Sitcezely Il )s&Smith Aclingflimctrar Information and Technology Scrv ices Group CC! triuc Mt 1)-Reilly MARO-M. Lewis incu RESOLUTION RESOLVED, that the Public Health and Health Planning Council, on this 2nd day of October, 2014, approves the filing of the Certificate of Amendment of Certificate of Incorporation of New York Foundling Hospital Center for Pediatrics, Medical and Rehabilitative Care, Inc., dated January 13, 2014. STATE OF NEWI YORK DEPARTMENT OF HEALTH TO: FROM: DATE: SUBJECT: MEMORANDUM Public Heath and Health Planning Council James E, Daring, Genera; C?u?sg?g?j Angus: 13, 2014 Pmposed Ccriificatc of Merger 0f Arum; Health Foundation, Inc. (?the Foundation?) The attached propuscd Certi?cate oi?Merger ei?Amoz Health Foundation, dated 20, 2013, is being submitted fer Public Health?and Health Planning ouncil ap?pmval. The Foundation?s Certi?cate includes in its purposes the solicitation and receipt of funds or funds of prepariy, both real and personal. and to use and apply the income therefan exclusively for the bene?t of Arno: Ogden Medical Center and St. logeph?s Hospital, licensed pursuant to Article 28 ?fths Public Health Law. Public Health and Health Planning Council approval is therefore requlred by Public Health Law and Muller-Profit Corporation Law 404(0); arid 10 The following documenis and are attached in support of'the Faundation?s request for approval. 2 . Ex.) A: leu?r dated February 7, 2014, from Aaron T. Alsheimer. requestlag the creation of the Foundation lhmugh the merger of St. foseph?s Hospital Foundation Elmira NY. Inc. and Amot Ogden Medical Center Foundazion, inc; A letter dated July 22, 2014, from Aaron T. Alsheimet, remandng to a request for additional information; The prepoged Certificate echrger of the Foundation; The proposed bylaws for the Foundation; A latter From the intended bene?ciary, Amot Ogden Medical Centen acknowledging and approving of the Foundation?s prepmed fundvraising activities an its behalf; 10. A later the intent?mi bene?t-?23131. SI. Juscph?s acknowiedging and appmving thhe Foundatimz?s promised fimcL-mising activiticts {m ifs behalf; A generaiized descn?piim} ()fthe i?undmising activities 10 be undertaken by the Foundation; Frames 01'th initial Beard Directors (31? {he Foundatian; A description ohhe organizational! reiazionship between Amot ficaIth Famndaiion, Inc, and iis Amide 28 bene?ciaries; and A description oi?the manner in which tin: Fnundation is able to in?uancc ?le operations of Amt)! Hcailh Foundation, Inc. The pmposcd Certificate 0? Merger is; in IegaHy acceptabic form. Aiiachmems $0337 Iri. Lain?AI? H, STEVEN AGM R. WULAN F. f??fiAN? Emf? T. 31sz AARESN Alj?mu?? 1.. W001) z, ?twins. ?33111}! SAYLES 8-: EVANS AWOREEYS AT Law Om: Wee? Grimace: Sweem ELMIEA, New th2{ 1490: {607) 734?22?: FAX {(507} 7844354. A LAN LEWIS W. JR. J. PHILIP S. UTCBINSQW JAMES F. "3?01;ij February 7, 20'! 4 Ms. {031$ Executive Secretary Public 1403131 and Heaith Flemming Council New York State Department of?lieaith Coming Tewer, Room 1805 Aibany, New York 12237 Re: Request fer Pub?e Heaith and Healih Planning Councii Approval of Merger of St. Jeseph?s medetion~l?lmira, N, Y. Inc. and Arno! Ogden Medicai Center Feundatien, 1m; into Amm Heaim Foundation, Inc. Dear Ms. Frost: i write cm behaif cf Joseph?s I'iospimi Foundation?ilmiza, Inc. ieseph?s Foundation") and Ame: Ogden Medicaf Center Feundatien, Inc. (?Amet Ogden Foun?mien" and; iogether with the St. Joseph?s andatiem {he ?Famedatiens?? request Puhiic Health and Heaith Planning Counei} (?Cetsrze??) appwvai 9f the merger ef {be Joseph?s Foundazien and the Ame: Ogden Foundation into Arnet I-Iealzh Foundation, Inc, The Si. Joseph?s Foundation exisls raise funds in suppert of ?52. jeseph?s Hespizai? teamed in Elmira, New York. Similariy, ?he Ame: Ogden Foundation exists {0 raise funds in supper? ei?Amm Ogden Medicai Center, also heated in Elmira. St. Joseph?s Hespitel and Amot Ogden Medicai {Tenmr are new af?liated entities having a Common cerporaie parem, Ame: Health, inc. In Eight 0f this ef'?iiatien, the dimmers of the Foundations have deiermined that it. is appropriate :0 merge their orgammtions into: a single entity Operated for the benefit 0? both SI. .?ieseph?s Hespizai and Ame: Ogden Medina? Center. The plan of merger adapted by the respective Foundatiens ea?s for the SI. Ioseph?s Feundation 1'0 be merged into the Ame! Ogden Foundation, which wili be the Surviving eatin anti w?li change its name to Arum Heaiih Foundation, Inc. upon temple-?12911 of?the merger. The certificate of ineorporaiien of the surviving entity also Wilt be amended upon dosing re?eci its revised ptirPOSe, which shali be smiicii and maintain funds in be used in support of? both SI. Joseph?s HDSpiiai and Arm}: Ogden Medica? Center. Enclused herewith piease ?nd the foiiowing items which are. submitted far the Clauncil?s consideration; f2) (3) (f4) Firm ofMergcr 0f St. Jase-ph?s Hospita? Faundatian?Eimira. Inc. and Armor Ogden Medical Gama-r Found-aunt}, inc. into Arno: H?alth Foundation, 100-; Ceri??caie of Merger of Si. Joseph?s l?fuspiml N. Y. Inc. and Amt): Ogdsn Medical Center Foundation, Inc. inm Amm P163331 Faunda?on, Inc; Resoiutions of St. Joseph?s Hospital} Phundation?imira, N. Y. Amot Ogden Medical Canter Foundation. 1:12., and St. Joseph?s Hespita] (the sale member fossph?s H?spiml Foundatiom?lmira, N. Y. inc); and Proposed petition farjudicial approvai efthe merger ofthc Foundations. Shguld the Council require additivnal documama?on 0r have any questions concerning {his request, 33163.36 do not hegitate t0 comact m4: at the address 0r telephone numb?r set forth above. You 3.13:3 may reach me via email at 3.3Isheimer@sayicscvamxum. Once the Commit completcg its review and consents t0 the pmpoacd merger, piease pmvide evidence such consent suitabic for filing with the Supreme Chart of the State at? New York. Thank you very much for your assistance. Very yo urs, w/m?g. Aaron T. Alsheimcr 8c. EVANS AT Law ON W12: ST ELMItwtm NEW 14901 .1131le R. LAWRENCE 1.5mm}; . ALAN uni-mm m. {(5507} 7'34?2977 w. MORSE. Jr?. 91'va??" Nit-4??: F5 LI. Pisnti? HUNTER (JUN H- E. HUTCEHNSON varmm: JAMES COUNSEL SETH T. HIEAN T. ?le iJAltii?r 1. A. Efi R. M. .?diihnw H. comma: jut}; 22. 2014 luv-C? - pwt?lij-F?s 552133.?! affair?- a - D?ana ?x?artg. Senior Attorney Divisitm ochgal Allhirs New YOrk State Department ul? l-ltzaltl?t Comimg Tamar, Roam 2482 Empire State Plaza :Mbany, New York 1223? Re: Merger of St. Jnsepb?x Hat-1mm! Foundatitm-Eimim, N. Y. Inc. and Arnot Ogden Medical Center Foundatitm, Inc. into Arum: Health Foundation, Inc. Dear Ms. Yang: Please find enclosed the following items. which are Submitted in to your request For additional concerning the above merger: Copy ol?Certi?caic of Merger, paragraph 407:) of which has; been revised to include all required limitations 02} the activities ol?thc merged entity (please note that the constituem organizatiens have indicated the}: have no objection to the inger?on ol?pages 2 and 3, a5 revised, ?1110 the Certi?cate of Merger previously submitted to your nl??cc): Cupy ol?thc proposed Bylaws ol'Amot Health Foundatiom km; (3) Letter from Amot Ogden Medical Center acknowledging that it will accept funds raised by Amtwt l-lealth Feundatlon, Inc; Later from St Joseph?s Hospital that it will accept funds raised by Amot Health Foundation, 1:19.; (5) General description of fundraising activities to be undertaken by Amot Health Pounds-Him; Inc; (6) Pm?ies of 2136: initial dimmers ei' Arum Heaith Mendelian hm. (as indicated in the Plan at" Mergen all individueig serving as directors o?he eeristituem Ibumiezions WEIL ape]: ef?iihe merge!" be dimmers 0F Amot Health Foundation, Ema): 1j3eseriptien the ergenizsetiena} relatienehip between Amet I-Ieahh i?buedetiem inc. and its Articie 28 Ame; Ogden Medical} Center St. jeseph?s i?iespitaE: and (8) Deseripiion 0f manner in which Amei i?Iealth, Inc. is abie Le in?uence the operations of Ame: I--Ieai?h Foundatien, lee. (please mete that {his is provided in lieu of your request for a list of entities which centrei or are eemm?ed by Amet Health Feunde?zien. 1110.; as noted in the enclosed description Ame: inc. exerts in?uence Over, but does not centre}. the Mendelian). Shouid you have an}: que?liens regarding {he eizelesed items or require further deeumema?en in eennectien with the review (31" the preposed merger? piease d0 net hesilete contact me. Thank you very much Fm? year assistance with {hie metier. Very yours, ?m Aamn Aisheimer Enclosures PLAN OF MERGER - 9f- ST. HOSPITAL N. Y. ~3nd? ARNOT OGDEN MEDICAL CENTER FOUNDATION, INC. into - ARNGT HEALTH FOUNDATEON, INC. E?ursuam to Section 902 of {he Nooford?m?tCorporation Law The foiiowing plan of merger has been adapted by {he board of directors of St, Joseph?s Hospital Foundation?Elmira, N. Y, ?ne. and the board of directors' of Arno: dien Mcdicai Center Foundation Inc. i. Constituent Corgorotions; Surviving Corporation. The corporations to be merged pursuant to this 133311 of merger are St. Joseph"3 I-{ospitai Foundation-Elmira, Y. loo, 2: New York not?fonpro?t corporation, and Arno: Ogden Medioai Center Foondazion, Ino, a New York. not?for?pro?i corporation formed under the name Amot Ogden Memorial Hospitai Foundation, inc. Amot Ogden Medicai Center Foundation, Inc. shall be tho Surviving commotion, and upon tho effective date oftho merger tho name of zhe surviving corporation shad! be: changed to Amok Hoaith Foundation, Inc. If. Membership in Constituent Comorations. The sets oorpozmo member Si. Joseph?s Hospital Foundation?Elmira. N. Y. inc. is St, Josephys Hospizoh a New York not?Emupm?t corporation. There is no certi?cate. evidencing cap?tai contributions of such member, Arno: ngen Medical Center Foundation, foo. has no members. HZ. 'I?crms and of Merger. The toting and conditions ofthc proposed merger are as foiiows; CERTIFICATE OF MERGER -0f? ST. HOSPITAL N. Y. INC. - and ARNOT OGDEN MEDICAL CENTER FOUNDATION, INC. - into - .- ARNOT HEALTH FOUNDATION, INC. Under Section 904 05th: MW 1316 Lmdez?signmt being respectively {he chairman 0? St. Joseph's Haspim! I??u?daiz?(mdriimirzn N. Y. Inc. and the chairman of A.in Ogden Medical Center Foamdatiom Inc? hereby certify: I. The names of? the constituent corporatiuns are St. Joseph?s I'stpitai Foundmiwnmi?ilmin}. N. Y, Inc. and Amm Ogden Mediqu Center Foundation, Inc. The name under which Amm Ogden Medical Center I?oundaaion, Inc. was; formed is Amot Ogden Memoriai Hespiial Foundation Inc. 2. Amot Ogden Medical Came? Mundation, Inc. 3113!} be the: surviving corporatien, and 021 the: effective: date [ho merger the: name of {he sun-ri?ng mrporaiimn sham be changed to Arno; Heaith Munclaticm. 1m? 3. Membership in {he consiimcm corporaiit'ms is as Ibiiows: The sale: member of St. Joseph?s I?IwSpimI Foundatimz?I-Elmira, Inc, .is St. Joseph?s I-lospitai. a New York whim-pro?t corparazion, which {midis gal} rights and powers of membership granted under New York law, there is no certi?cate evidencing capital contributions of such member. Amot Ogden Medical Center Foundation, Inc. has no members. 4. The amendments to the certificate of Amot Ogden Medical Center Foundation, lam the surviving corporation, which are to be effected by the merger are follows: Article 1. rotating to the name of the surviving. corporation, shall be amended to read in its entirety as follows: The name ot'thc Corporation is Amot l?iealth Foundation, Inc.? Article 2. relating to the puzposes of the surviving corporation. shall be amended so that the following statement of purposes is substituted for the existing, statement purposes set forth at the beginning ofsaid Articic: ?To soliCit. receive and mai-zitain a faod or foods of" property, both rcai and personal, and to use and apply the income therefrom and the principal thereof exclusively For the bene?t of Amct Ogden Medical Center and St Joseph?s i'ioapital, each of which is a New York notwfor-pro?t corporation estabiiahed to operate and maintain a hospital in the City of Elmira New York. Notwithstanding the foregoing, nothing herein shall authorize Amot l?leaith Foundation? Inc. to establish operate or maintain a hospitali, a home care services agency, a hoapice, a health maintenance organization or a comprehensive health services plan. as provided for by Articles 28, 36, 40 and 44., reSpcc-tivciy, of the Pablic l?iealth Law, to provide hospital service or health related service, to establile operate or maintain an adult care facility, as provided for by Article 7 of the Social Sci'iIices Law, or to solicit any funds, contributions or grants, from any source for the establishment or operation of any admit care facility.? Article 2, relating to the purposes of the surviving corporation, shall be further amended so that the final paragraph ot'aaid Article 2 is amended to read as i?ollowa: ?In the event ot'tlie liquidation dissolotiom or winding up ofthc corporation. the Directors of the corporation shall dispose ot? the total assets of the corporation by transfer to Arno? Ogden Medical Center and St. Joseph?s flagpital, or to the sole member of said entities, Arnot lmleaith. lac, a New York not~for~pro?t corporation; In) provided, howeven that ifeaeh of the aforementioned entities is (liesolved or is no longer qualified ureter Section 503 of the lotemal Revenue Code (as {he mime may from time to time be amended)? disposition of the assets slmil be to such exempt from federal ioeortte tax "under the provisions of Section 501(c)(3) of the Internal Revenue Code the Same may from time to time be amended) at; the Directors oftlte corporation by majority vote determine.? 5. The certi?cate of incorporation of St. Joseph?s E-lospital lloondotiomiilmire, N. Y, loo. was; ?led by the Department of State on April 12, 1985* The certi?cate of incorporation of Arnot Ogden Medical Center Foundation, Zoe. was ?led by the Department of State on July 3? 19738. and a certi?cate of amendment of the certi?cate of incorporation of Arum Ogden Medical Center Foundation, inc. woe filed by the Department of State on August 12, 1993. 6? The merger of the constituent corporations woe authorized as Follows: The plan of merger of" the constituent corporations was adopted by vote of a majority of the directors; present at a: meeting of the board of directors of St. Joseph?s I-Iosapital Pottodation?Elmira, N. Y. the, duly called and held or: November 12, 20l3, quorum beiog present at the time of the vote. Salt} plan of merger was thereafter approved by vote of a, majority of the directors present at a meeting, 01? the board ol?direetors of St. Jogeph?s Hospltal. the sole member of St. Joseph?s l?iospital Il'mmdutlon-Eilmire, N. Y. Inc.? duly called and held on December 9! 201.1 a quorum being present at the time of?the vote. 'l?he plan of merger of the constituent corporations was adopted by vote of a majority of the directors pmsent at a meeting of the board of directors of Aroot Ogden Medical Center ll?oundation, Inez, duly called and held on November 22, 2013, a quorum being present at the time of the vote. 'l?ltt??t? being no members of Amot Ogden Medical Center Foundation, lee, the adoption by the board ot?tlirectore resulted in approval ol?the plan of?merger. IN WITNESS WHEREGF, the undersigned have, on 13611212? of each mastiiuent corpmatian? execute this Certificate of" Merger and hereby af?rm it as true undcr Eh: panaizics a? perjury this '2 a day of December, 2013; BAKER, Chairman St. Joseph?s HOSpilai Foundation-Elmira, N. Inc. Z.) vi.? r. r? PETER C. WALMN: Chairman Ame: Ogden Medica! Center Faundmion, Inc. CERTIFICATE OF MERGER gf- ST. HOSPITAL FOUNDATION-ELMIRA, N, Y. INC. ?and- ARNGT OGDEN MEDICAL CENTER FOUNDATION, INC. into ARNGT HEALTH FOUNDATIGN, INC. Under Sectien 904 ?f the: N0t~for?Pro?z Carperaiien Law Filer: Aamn T. Alsheimar Sayles Evans; Atmmeys at Law One West Church Simei Bimini, New York 14902 CERTIFICATE-10F MERGER .. 01?. ST. HOSPITAL N. Y. INC. and - ARNOT OGDEN MEDICAL CENTER FOUNDATION, INC. - into - ARNOT HEALTH FOUNDATION, INC. Undcr Section 904 ofthe Nobibrwi?mm Corporatien Law Fiier: Aaron T. Alsheimer Sayles ana. Aimmeys ai Law One West Church Strata: {Simian New York 1490} PREWOSIFLD ARNOT REA FGUNDATXON. INC. 8 YLA was; ARTIC LE I MEMBERSHIP Sectien i . Members. 'f'hcrc shaft bx?: no members ofihe mammalian. TO THE CORPORATION Section E. Solicstatian. 'i?hc corpnratinn shall umduct a bona i?idc continuous; program of suiicitatiou for new and addilional grams, gifng devises. bequests and legacicg from a wide range a? governmuma}? uthcr foundations and cmparaie and individuai donors. The solicitaiion shall be conducted in such f'aghion as to call attcniian ?0 the summation as a pazemiai recipient of grants and the like for the bene?t of 2119 abjectives 01? the: corporatiun. Section 2. Farm. A21 anemia and propert?cs so givcm devised or bequeatth and the income therefrom Shah in: funds. asserts and incmne of {he corporation as such terms are ugtzd herein in {he (feri?iicatc af Incorporatian, wlm?ihcr gix??enw devised 0r bequcazhcd directly to the corporation or to a bank company for {he cameraman. Refuxal of (lifts. The mrpemion shall refuse 0r renounce all granig, gifts, bcqucsis and legacicx. {he acceptance of which wauld cause ii 10 be treated as other than 3 charitable: organization duly quali?ed under Section 399(a)(3) ol?tha lniemal Revenue Code of 1986 01? any gimilar section in any subsequent Federal law. Section 4~ Resewation 0f Powers by Corpm?ation. All grams? gl devises, bcqucsis and legacies to {he corporaiiun are made and accepted subject to all the Imus, restrictions, requiremenls and powers contained in these Bylaws and the Certi?cate 01" lncorpomtion, as such may be amended. whether befme {32" after 1126 making 01' such gram or {he like, and the donor 01' [crawler by making such grant or the like and in consideration a? the: acceptance thereof by [he Corpamlicm, accepm and agreas to such terms, restrictions, requiremems and powersr ?gction 5. Grantor?s Directions. A may with respect to a gram or the: like {0 the carporatim give dimmiams: as to the: ?eld Of charitable purpose?; 02' objects for which the gift is; 10 be held and used; to WhCIth such gill shall be a permanent. or whether both principal and ineome may be milized by corporation. The wrpuraiion will use its best to: fellow the direciiwns 0f the grantor and to carry (mt the graszmr?s intent and purposes but all gifts to the: corporatlan art: made and accepted subjec: to {he provisions of Sectian 4 of this Article ll of these Bylaws and the power and duty ilk-3 Directors 10 mcadif?y any such directio?sl restricticms or cand?tians, in accordance with applicable law, if the distribution 0? funds tx.) far the speci?ed charimbic purposes becomes? in the $0113 judgment 01? the unnecessary 0r incapai?c 0f Ful?llment A 0F Section I. Number. The humbm' of {Directors 03" the carpmatian Shzz? be no: 1233 than three (3) mt more than {hiny (30) and. upnn the date of the merger .iGSeph?s i-Iaspizal medaiimmiimini. N. Y. Inc. aud Amot Ogden Medicai Came? 13?0undati0n. Inc. inn) Amut Health Foundatioer hm, shaii be All Directing shall be at ieast eighmen i 8) years ni?agc. Seiziion Meetings? 'i?he Board u? Directors 3haii Imld its annual meeting, in Aprif. on a dam: mad 21 limit and piacc determined by {he Baard. Regular meetings 01' the Beard may be held without formal rim-ice at times and such places as {he Bamd shaEI determinex Special memings oi" the Board Shall be held L1an the written request of {he Presidem or any {we (2) Diff-tutors 9.1 the time and piace stated in the notice ihereof and at such meetings any business ofthe corpmmion may be transacted. Mcelings ofthc Board of Dirccims may be held it} New Yerk at such piace as may be determined from time 10 mm: by {he Buurd of Dimmers. Sectian 3. Notice of Special Meeting. Notice ofeach Special meeting of the Board a 1? Directorg $112311 be served personaliy 0r by mail, telephone 01' (341183} 12pm?; each Director at least 0m: 1) day before {he dam: of the mceiing, and Shall state that: time when and the: piace where the meeting, is :0 be held. Seciion 4. Waiver 0f Notice of Meetings. Notice of" any mcciing of the Board of Directors may be Iaivcd in by any {Directcr either beibz?c or after the. meetng Section 5. Powers. The Board of Directors she?! have and may exercise pOwer in {he management and commi 01? the buginess and affairs of the corporaiicn. Seciien 6. C0125;th cf ?Nithout Meeting. Any acticn required or permitted to be taken by the. Board of Dircciers er a ccmmittee thereof may be taken wiihout a meeting if a? members; of the Board m" committee in tc the adaption of a reschiticn authorizing the action. The resonating and ihe written cements {herein by the members of the Beard or committee shail be ?ied with {he mimics cfihe proceedings Board or committee. Section 7. Appointmem and Term. {21) A1 all times {hrcc she? be Direczers by viriue ofiheir positims as directors of Amot Health. inc. The board of directors of Armed I'Ieaith, Inc. shall select amengsi its members three (3) t0 serve as Direcmrs 0F Arum Heaith Foundatien, Inc, one in each ciass described in the followizzg paragraph Thema?er. the board of dimmers of? Arms: Ifeailh, Inc. shad} select {me (1) direcwr each year to ?ll the Direcmr?s pas: in the class of A1110: i?cundaiicm Inc, Directors which expires in that year. Once the Board is at twenty~seven (27) {he {30311:} by 101; $113.31 select out of those Directors net acting pursuant to paragraph above eight Directors to serve for a term to expire at the maxi annuai meeting cf the Board. eighi Directarf; ?0 serve for a term in expire a; the. succeeding 2111mm} meeting and eight (8) Directors [0 server far}: {cm} to expire at the ?11in succeeding, annual meeiing, the icrm 1' a} be ihrm?: (3) years fuliowing the annual! meeting at which lie/she takes 0mm. N0 {Erector shad} serve for mare than two cons'secutive three year terms. A 121embcr may be divided to an three (3) year {em} or Harms ii?sarving as an of?cer ul?ihe Heard of i)ircci0r3. Prior it) Each ramming which the electian of Directors is in Order a Nominaiing Committee appeimcd by the: Chairperson of the Beard 31m}? convene {a consider candidates far 0p?n?ng3 10 be Wed exclusive. hawevcr, af 8103:: appointed pursuant to paragraph abuvc. The cement to same m" the: camdidales shaii bar obtained by the: Nominating Commiuee before the eicctien, A propast skate shaii be presemcd to [he Emmi at the meeting. The: Directors Wilma terms are to expire {span the eleciien 21nd quali?cation of their Shall have r20 vote in such {31866911. The Direcmrs wh?se terms are 10 expire shali be entiilcd to mm: on all other matters untii their elected successvm are quaii?ed. Sectisn 8. Vacanciw, Resignation and Rcm?val. Any Din-2mm can resign at any time and any such rcsignaiim} 3313!} be effective UpOf} deiivery thereof in waiting to the cmpomiion without necessity for acceptance by the Board. Any Dimcwr may be removed 33; any time, with or without cause, by the Board. Vacancies: Occurring in the Board Shail be filled as 3:30;] as praczical. The newly appoimed Directm 31ml} serve the term his "l?hereaftcr. 1hr: individual is siigible i0 serve two three (3) year {arms in his or her own right. lfth?: l-Sylaws an: amended t0 increase (32? decrease. we number of Directom such changes shall be appurtiancd ammng the Eitirecmrs in water 10 keep [his number at" Directors whose terms ofoi'?cc expire in any year as nearly equal in number as pmsiblc. Section 9. Quurum. A majurity of the {ward of Directors Shall mastitth a quorum at any meeting of the Board. but fewer than a quorum shall have pawar 10 any meeting. from time Lima without natice other than ammuncemcm at {ht} meeting until a quorum is pressem. The act of a majority 01?~ the. Directors present at any duly meeting ml the Beard at which a quorum is present shall be an act of the Board except as; may be otherwise speci?cally provided by law or hart-Bin. Section 10. Annaal Report. The Board Of Directors shall present at each annual meeting of the: Beard 2-: report, veri?ed by the President and ?l?rcasurcr 01? certi?ed by an independent public or ccmil?md public accountant or a ?rm of such ewe-ountants selected by the: liloard. Slum-"mg in detail the folluwing: (I) The assets and liabilities. including the truss! funds, of the corporation of the end of a twelve 21mm}: ?scal pericd terminating not mare than six (6) months-f. prior 10 said meeting. (2) The principal changes in assets and lialzliliticr;r including trust funds, during the year immediately preceding the date of the repart? (3) ?i?he revenue z'?zccipts of? the cmpomtien, both restricted and unrestricted to particular purposes. for the year immediately preceding the date of the report. (4) The expenses 01' (if the carp?rati?m. for both general and restriczcd purposes, during the year immedimely preceding the date ?fths 'l?lw mmual tarpon of {he shall be ?led with the minutes of the aimual meeting of the Basrd. Seclion H. Indemni?cstiim. The minimalism, to {he fullest extent permiitcd by {hit New York debvl?mf?it Corporation Law 01? (?ller applicable. law 213 the same may be amended from time 10 lime, shall indemnify {:2th} person, or if deceased, such person?s personal representatives. sgaiasz the reasonable expenses, atmmey?s fess, judgments, Fines, and amounts paid in in any action or proceeding, civil or criminal. if such person is made or illz'catezwd to be made a party by resscm {if the fact such persun or his or her {estaior or testairlx or inicstatc is {32? was I) an of?cer, director or Cilipioyce 0f {he corporatioiz, or (2) an Of?cer, dire?tur employee Gl?m? served in any capaciiy in any ether comoration, partnership, joint venture, trust 01' (11th enterprise, at the requesi (if iliis corpnratinn, provided {hat in the case of a persan sawing any capacity in any oiher corporation, joint venture, trust or other enterprise, that such persen was at the {ime he 91* she was so designated to serve by this corpora?on, 2m exiiployce: of this carporatisn, or ?ne Occupant of a or a member 01" a commiims or heard or a persos having responsibilities under federal or state law, who was appointed to such posilion or to such cammittee or heard by {he Board Of Direciors of this {:{eromtion 0r by an officer of this 0r whiz served in such positien or such committee or beard at the request or dirsctian of the Board of Directors of this corporation {31? of an officer of this cal'pomiion or who assumed such rcspansibilitiss 21L {he request 0r directiun cf the Board ol? Direclms ol? ibis carporaiion er of any officer of {his summation. The. corporsiion?s obiigatisn under this ssczisn shall be reduced by the 32110th of as); insurance which is available to any such person whether such insurance is purchased by the corporation 0: otherwise. The corporation shall purchase insurance indemni?catiss of directors and sl??ccrs in such smoums; and upon such isz?ms as may {mm time to ?rm? be dessrmined by the Beard of Directors. The righi of indemnity created herein shall be?: personal to the of?cers director? employee 0r 01m)? persen and {heir respsetive legal representatives and in no case: shall any insurance carrier be: entitled is be surrogated to any rights created herein. ARTICLE IV COMMITTEES Section 1. Executive Committee. The Board of? Directors, by resolmion adopted by a majority" of the entire Board! may designate from among its members an Execu?tlve Cmnmitlec, cmsisting of three (3) or mere The liixscmivc Commi?ee shall have all the authority of the Board, except it shall have authority as to the following matters: The filling Ol?vacanciss in the Board {31' in any Csmmittee; The ?xing of cozzlpensaiion 0f the. Directors for serving on $112: Board or on any Commiites; (C) The amendment or repeal 01' {he Bylaws, or the adopiiun of new Bylaws; The amen?mcm m? re;sz of any I'csulul'inm 0fth Baum which, by its icmm shaii not be amandablc or z'cpcaiabic. Any in Bylaws; the: Bmard 0f Dimmers shall inciuda the fixccuiivc Com?ttcc unims ihe context <31? express provision otherwise provides. 3mm 2. Finance Committee. The Beard 0f Dimmers shall appoint 21 Finance: (Tommiimc consisting of? ?ve (5) {Stirecmz?m three (3) 0f whom shall be: the Direcmra who hold their positions 35; Directors by virtue ofthcir as members 01~ the board of Arm: i'ICill'ih? hm Ii?inance (Jammiuet? shall! recommerzd is the Board the programs, cquipmcm and gram necds mi? Arno; Ogden Mgdical Center and St. Joseph?s HQSpiiaI which it deem; most wunhy of support by Amer Inc. The Finance Cummittce shall, recognizing the projccis. programs, equipmem and grant needs of Arum Ogden Medica} Center and St. Joseph?s; recommend to the Board {mm iimc to time a policy am? program for the: investment of?the assets and funds of Ame: Hcahh 29?m1ndmian. Inc. and this means of implementing same. Sectien 4. Committees. The Board {31? Directors may designaic from among its members addizignal committees. each of which sham censist of ?ame (3) or more Directors and shall have such au?wr?ty as provided in the resolutions; degigna?ng the commitmm except such authority shall not exceed the authority ccm'erred on the Executive Commith by Section 1 above. 9 Section 5. Meetings, Meetings of {he conmziucos shall be held a: such time and place: 21S shall be ?xocl by {he PresideoL the Chairperson of tho Commitioo or by voto of" a majoz?iiy of?all ol?iho members of 111:: Commi?ee. Section 6. Quorum and Manner of Acting. Uoloss oihozwiso provided by losolution of the Board of Directors, a majority of all of the nmnbom of a commitioo shall commute a quorum for the {ransaotion of business and the vote. oi" as majoriiy of all of the members of the committee shall be the: act of the committee. Any corporate action to be taken by a committee shall moor; such action to be taken at a mootng of the C(?Jmmi?oe. The procedures and manner of actng of the Executive Commiueo and ol? {he other committees shall be subject at all times {0 Lha?directiorzs of {he Board of Dirociors. ARTICLE OFFICERS Section 1. Of?cers. Tho Board of Directors shall elect a President, a Vice President, a Secrotm?y? and a "?easuren The President shall he the Chairperson of the Board. The: Board may also appoint ouch oiher of?cers as the Board or a duly authorized committee of tho Board may in its discretion clout. two or more of?ces may be hon by {be some porsoo, excopl the of President and Secretary. Section 2. Powers of Of?cers. The Presidoni ohall be. the chief oxeouzivo of?cer of {he corporation and shall be chm?ng 'with the supowlsioo of its business and affairs, subject to the direction of the Board of Directors. No employee of the corporation shall serve as the President. The Vice Presidcm shaih 121 the: absence 01' the Presidczm pc?hrm the functions and have the pomzrx and duties at? the President. The Vice President shall} have such ether pewcrs and peribrm such other duties as am}: time it) time be prescribcd by the Board. The Secretary shah Rep mimics of 31] :ziaetings of the Board and of {he members 01? the corphratiam and Shit? have the cusmdy 0f {ha 3:22-11 ofthe corp?ralion and shah af?x the same 10 documemg when amihorizcd 30 11') do. Masha shall perform all other duties usuz? that af?ch. The Treasurer Shai} be {he custodian of" the funds and securities cf the cerporation and shall perform 5311 the: dmics customary to ihai Mike. The Board 0f Directors may require: {hat hcz?shc having, custody 0f {'urzds of the enumeration shaii give: bond for {he faiihi?ui pcrformance ?ftheir duties. Sgctian 3? Compensatiun Directors and Officers. Ne Dimmer 0r of?cer oi'the corporation shall receive directly izxdirectiy any compensation or oihcr payment from the corpamiion uniess authorized by the concurring, vote of Ewe-thirds of 3.11 the Directing then in of?ce and in no event shali any compensatian 01" payment be pa?d or made except, reasonablc compensa?un for services acmaHy rendered or reimbursemem for disbursements actualiy incurred. N0 director or oihtr of?cer of the corpora?on shall he interestcda dircc?y or indirect}; in em}? carme relating to the operati?ns conducied by the corpemtion mar in any Contract fur ?maishing supplies thereto unless; authorized in accoz'dance with the New Notvf?or?Pro?i Corphratim?z Law and the can?ict of interest poiicy of the corparation. a ?cctian 4. lilectiim 0f Officers. 'l?hc elected allitera- of the carpormim aha}! be electedl amd ihc Of?cer's shall be. appainiad? by the 89ml 0f {Birecmrs a: the annual meeting ohm: Board? excepz for vacancies which may be filled at any regular {31" Special meeting. 'l?lm whusc lemma art: dilC cxpir? 31 the: annual meeting, Shall be. to vote in {he clemion of Of?cers at such meeti?g. All Of?cers? whether elected or appointed? shall hold uf?cc until the next annual {matting of the Board and until their successors shall have been elected and shall have quali?ed, unless rcmaved from Milan?: prior [herein by action Glam Beard which power hereby is gramcd t0 the 8921211. Vacancies resulting I?mm such action by the Board, 03* from {be death or resignation of 2m of?cer, shall be filled by ihe Beard. Seciixm Ntiminating Cammittec. The. Nominating Committee shall be appointed by the Board of Direcmra ?l?he Nominating Committee shall recammend at the annual meeting of ?1 slaw 01? officers. "Elm consem to serve (31" each propoged nominae shall be obtained by the Commiliee before aorninations are made. EXECUTIVE DIRECTOR Section 1. Appointment. The Board of Directom may appoint an Executive Director who aha]! servc an the pleasure 0fth Board. chtion 2? Duties. The Executive Director shall manage the Clay?10? day affairs; of the: corporatian subject 10 the supervisiun of the President and the Beard of Dimmers. The Executive Director Shall consult regularly with the Chief Execu?ivc Of?cer of Arno: Health Inc. and work with him [0 camrdinaie the of Arno: l?lealth l2 Foundciicm Inc. with the needs cf Amm {)gdcn Medical and St. juscph?s 'E?hc Executive. Director Shall aim perform such duties as; 21121}: bc assigned to him from time to time by the Beard. The of the Executive Section 3 D?rccicr shall be by {be Heard of Dircczors. ARTICLE VII CONTRACTS, CHECKS. DRAFTS AND BANK ACCOUNTS Section I. Executiun of Contracts. The Bcatd 01" Directors may authcrizac any of?cer or Of?cers, agent or agcms, in the name of and on behalf of" the corporation to enter into any contract or cxccutc and deliver any instrument, and such auihcrity may be general or ccnfincd t0 speci?c instances: but. unless so authorized by the Board of no cf?ccn agcm or cmpicycc chi-xii have any power or authority {0 bind the corporation by any contract 0r or to pledge iis credit or to render it iiablc pccuniariiy in any amcvum for any 1313213050. Section 2. Loans, No ioans shall be on behalf cf the corporatior: unless Specifically authorized by the Board of Directors. Sectien 3. Checks, Drafts, etc. Ail checks, drafts and other ordch the payment of money out of {he funds of the and ail mates or other evidences of indebtedness of the corporation. Shaii be signed bchaif of the corpcraticn in such manncr as shail time t0 time be by rcsciuticn ofthc Board of Directors. Stadium-l. ?eposits. All funds of {he corporation not oilicrwisc employed shall be deposited {mm lime to time to illil? credit 0F the carporat?on in mash bankss, trust campanics {31? Other dcposiiorics as 311:: Hoard 0f Dimmers may select. ARTICLE OFFICE, BOOKS AND SEAL Seciian l. Office. The of?ce of the amputation shall ha: in I-E-lmira. New Yark? Secti?n 2. Banks and Records. ?l'herc shall be kept at the of?ce of the corpuratien (3) correct and complete banks; and rccards Di" accuunt, minutes 0f {he pmccedings Of the Beard (31' Directors and the li?lxccuiivc Committee, a curfew llS'i of the Directors and of?cers; Gl? the corpm'utimz 2le their residence addresses and a: copy of these Bylaws. Section 3. Seal. The seal ul??lw carporalian shall be circular in farm and shall cantain the name ol'tlm curpwraiiun. {he year of inmrporation and the mate of its face rporatiun. ARTICLE IX YEAR Seciien 1. Fiscal Year. The ?scal year ofthc corperatien shall be ilk? calendar year. AMENDMENTS The Certificate. 01? Incorporatien and these Bylaws may be added to, amended at repealed in whale {31' in part by the af?ma?tivc mm :31? a majority of the entire Board of Directors; at any reguiar Of special meeting 0f Dimmers provided ten (10) days written netice of such meeting shall have been given each director specifying the amendments to be cansidered, 15 :5 . up. 1?1. ,?famat? Hear My Juiy 2014 Pubiic Health and ?with Manning Council New York Sam: Department (31? Coming Tuwcr. Roam 1305 Albany" New York 12237 Re: Merger of St. Joseph?s Haspit?i thndati?nwl?llmira, NY. Inc. and Arno? Ogden Medical Center Foundatian, Inc. into Arum Health Foundation, Inc. Tu Whom It May Concern: By {his Ictter, Arum Ogden Medicai Center (?Medical Center?) acknowledges I};sz Aer Heahh 1*?01mdatinm inc? intends to solicit comz'ibutiom (m the Medical {L?entcr?s behalf 853d con?rms than the Mcdicai Ccmer win accept funds raised for benefit by 111:: I?nundazmn. Presidem. Arno: Ogden Mcdicai {,?Cmcz? :"1?381. I?fi?u?f-335? .5533'53?05 r. 1' 35. {1:23.53 .I tf; {fl-3 - - . . mix 5-: July 38. 2014 Pubiic Health and Healih Planning Councii New York Suzie Department of? Health Coming ?l'owcr, Ramm I805 Aibany. New York 12237 Re: Merger {If Sf. Joseph?s Hospitai Foundatizmmlilmira, N. Y. Inc. and Arnut Ogden Medical Center Feundation, inc. into Amot Heaith Fcundati?n, Inc. 'i'u Wham ii May Camera: 133' this Jaguar. .1094:le Hespim! (?Hospital?) acknowledges: that Arno: Hca?h Foundation. Inc. (?I?bundalion?) intends to soficit on the ?capital?s and cen?rms that ihe Hospita! win accept funds raised far its bene?t by the Foundaiicm. Sincerely, H. Fred Farley. Phi} President, Si. Jascph?s Hospital Requesi far Approval Merger 0f St. Juseph?s Hospital thndationv-Elmira, N. Y. Inc. and Amer ()gden Medical Center Faundatimz, Inc. inn?: Arum Health Foundation, Inc. Gmerai Descriptian of Fundraising Activities of Fauzidatiun Ame! fkalth E'r'oundmimx Inc. is it) he established thmugh the merger of? ?rm: Ogden MCdiC?d} Center medatian. 112:2. (which exists ?0 raise Funds in {3f Arnut Ogden Medicai Carmen locz?cd at 600 Rm: A?s-?tf?liC, Elmira. New Yark) and St. Joseph's f-Iospiml qunda?{in?Elmira? NY. Inc. (which prescmiy exists to raise {wads in support 0? 531. Jaseph's I-iospitai. located 555 St, Joseph?s Bnuicvarch Iiimim New York?). Upan of said mergen the Fouridation wiEI be: (331311ng in {he solicitation 0f grunts. gifts. (twist-:3~ and bequcs?ts {mm a bmad range 0? donors. inciuding individuals. ether fuundaiiansu cerpm?a??ians, and agencies. All such salicitmiuns 31m}! mum? in} behalf and for the bene?t of/?smot Ogden Medical Cumm' andmr St. Joscph?s limpitai, the Foundation?s Article 28 bem?ciarics. The: medation?s cxaumiw director ha": primm?iiy responsible far organizing, and carrying {mt the ?mdraising activities 01?in I-Rmndaiion. The. cxcculiw director may be assisted in Such ac?ivitics by 011132? Rmndatign empiuyecs and. from time ?me. professianai fundraisers. {a chacst fur Apprm??a! of Merger 0f 51. Juscph?s Hospital Foundation-Elmira, Y. inc. and Arum Ogden Mcdi?al Center Feundatiun, Inc. inn) Arm}: l-lcalth Foundation, inc. I?mfiies ot?lndi'viduals Serving as Ftaundatitm Direcmrs 311011 Cumnmiun {3f Merger Carol Balmer xiddrc?xs?.? 1657 P?n?syivania Avenue, Fine Ciiy. NY 14871 {)cc?zspafion: Noi Applicabie Name and Addf?emsx' N91 Appiicablc Pay! .21 f?Iimzurzx; Arum Ogden Medical Center Inc. Rose Byiand, MJ). 60f) Roe Avenue, Elmira: NY 14905 (kz?wpmin?: Radiatima ()ncuiogisl Empin Name We! Adair-cm: Assaciamd Radiologists; Finger lakes. 13.6.; I80 East 14th Street, Elmira Heighm NY 14-903 Pas-i x1 ffi?m?ionx: Arum Ogden Medicai Center Foundation. inc. JulieAnn Addmm: 36? Maple Avenufc, Elmira NY 14904 ()ccupuffrm: ()wncr??ropricier Employer Name and xi?ddi'em: The Chris?mas Hausa: 361 Maple Avenue, Elmira. NY 14904 Pas! Afj?z?fimfam: Direcmzz Si, Josaph?s Huspimi medatiomiilmim NY. inc. Merry Devlin Addrem: 87? Decker Parkway est. lifmira. NY 14005 ()c'c'upzrliorz: N01 Applicable 15mph) yer Name and N01 Applicabic Pas! Direcior. SL Jascph?s Huspiml Fuundaiien?Eimira, NY. Inc. Ernest Hartman Address: 601 Coma}? Road 64, Ehnim NY 24903 ()Ccupmizm: Business Manager Empigwr Name and Addrm?x: 18?le N0. 415 Wag Second Street Ifilmim, NY 14902 x?if?fz'atium: Directar, Arnut Ogden Media} Center Foundation, Inc. Kenneth Herzl?Beta, MJ). Adm-832$: 63?} Ei-iudid Avenue, Bimini. 55?3" Physician Empfoycr Name and Addie?: Partner ivy Assaciuws, 500 Ivy Street, NY 14905 Past {Tharimbicx} Directm. Arm}: Ogden Medical Center {?Teundatitm, inc, Michaei Hosey Addrexs: 333 East Water Sin-sci, l?ifmim. NY {)a?upam?m?z: Off} cur Employer Mis?t? am! Addresxy: Elmira Savings Bank; 333 East Waicr Strcez, i.?lmira, NY 14901 Pm? x11 {?lian?umz Director. Arm: Ogden Medical} Center I?tmndaiion, ins. Lori Kain Address: 3 Suilivan Street. Elmira, NY 14901 ()ccupuiiun: Director Empmyer Name and Addresas?: Sauthcm ?l?icr Indus?lrics 7] 1 Suifivan 3:11:61, Elmira, NY 5490} Pas! (?maizch{es?NrmJ?anl Ajj?a??mfwm Direcmr, Arum Ogden Medical Center Inc. Rebcrt Lambert, Md). Address: 909 W. Water Street, Elmira, NY 14905 ()c'cupmiun: Pregident 62 Chief Executive Officer Empioyer Name and Addrem: Arno: Hakim, Inez, 600 R01: Avenue, Elmira, NY 14905 Past Dimumr, Arum Ogden Mcdicai Charmer Foundation, Inc. Nick LaPuma Address: 35} Stillwatcr Drive, NY 24845 Supervisor, Wealth Strategies and Personal Services Empz?m?er Name and .4ddre,s?5: Coming 14?cderal Credit Un?on; Credit Union Piazza. Corning, NY 14830 Pas! Char?!abh??bnd?rq?! dff?iczifnm: ?il'ccmr, Arno: Ogden Medical enter Ibundatian, Inc. Michael Lares Addrem: 350 Riverside Avenue, Eimira, NY 34904 ()ccupmion: Vice Presidem, Pm?ifolio Manager Empz?uyer Name: and Address: Chemung {Tami ?i?mst (Tammany; i Chemung Cami 13121213, Eimira, NY 2490} Pczsi CharficzbfefNrm?Prefix Affifiaiz?mzx: Director, Si. Jascph?s Huspital NY. Inc. Ex) Julie 1004 Hoffman Street, Elmira. NY 14905? (.k'cyparirm: Manager 01? Memer Serviceg Name and Addrw?s?: C?hcmung (Kauai); 400 Ram Church Street, Eimira, NY 1490? I":sz xifj?fh'an'cmx: Si. Joseph?s I fosp?iai 13?0undaiicm-Himira, NY. Inc. Jane Metzger riddresxs?: 8 Kingsley Road, Pinz: Vancy, NY 14872 N01Appiicablc Empluyer Name and Addmm: N01 Appiicable Pas! Dimcior. Amm ()gdmn Medical (Tamer Raimdaziorz, inc. Michael Murray Addrem: I02 (Ermdvicw Avenue. Elmira. NY 14905 Occuparfnn: Employer Name and Address-r New Yerk Financial! 80111110113. 244 Oakwoed Avenue, i?imira, NY 14903 Pas? Dimumr, SE. .Icmeph?s f'lespiiai Foundation??lmira, NY. Inc. Jashua Palmer ,Aiddrem: 90 Morningside Driver, Elmira. NY 14905 Occupau'tm: Vice I?z??sidem OfSaIcs Empiaycr Mime Swan (81: Company, Inc; 309 East Water Sum, Eimira, NY 14902 Fax: Af?h?an'fmx: Dimmer, St. Joseph's l'riosp?tal FoundatiomElmira. NY, Inc. Kim Panesian, MJ). Address: 600 Rue Avenue, Eimira. NY 14995 Medical Director Efnpfayer Name and xMcirz-ass: Arno: Medica! Services, 600 Rue Avenue, Elmira, NY 14905 Pans-i Director, 81. Jascph?s E-iespital Wundatinm?fmira. Inc. Susan Riga, M.A., Addrem: 15 Kahiar Road South, Elmira, NY 24903 ()ccupaffon: Vice. President, hief~ Development Of fiat-:1? Emplayer Name and Address: Arum Health. 1212,, 600 Roe Avenue, Eimim. NY 24905 Pas: ChariIabFe/Nnn?Pm?r Dimmer. Amoi Ogden Medical Center Foundatimn, kw. 3 Larry Rudawsky, ESQ. Addrem: 15 Ridgelmven Drive. l-lmsehcm'ls, NY 14845 ()ccupafz'on: Regiremem Services Sales Of?cer Employer Name and Citizens; 8; Nurihcm Bank, 1827 Elmira Street, Sayre. PA 18848 Pas: A?l?mmns.? Dimmer, Amoi Ogden Medical Center Foundation, Inc. Michael Ryan Addmm: 14 Kent Read, l?i?e City. NY 1487] ()cc?upamm: Vice President Employer Name and Address: John (5. Ryan, Inc; 14 Kent Road, Pine. City, NY 148?! Pas: {.Vzm'itabiw'} ?mJ?m/i: .xifj?iffalhms: Director. Arno: Ogden Medical Center Foundation, inc. Jason Sanford Ada?rcmy: 333 {East Water 8mm, Elmira. NY l49ill ()cwpasz?nn: Chief Finamial Of?cer Empiaycr Name and Address: {Elmira Savings Bank: 333 East Water Straw. Elmira, NY Pam Charimbferwl'm?Pm?! Affi/iwiom: Director, Arum Ogden Medical Center Foundation, Kathleen Schweizer Airways: 1640 M1. Zoar Road, Pine City, NY 1437} ()ccyparmn: Vice President Empicmtar Name and Address? Swill Glass (30., Inc: l3} 22nd Street, Elmira Heights, NY MQQE Pay? Director, Amm Ogden Medical Center E'J'Qundalian. Inc. Marc Stemerman Address: 1055 Chaiham Lane, Elmira, NY 14905 Occupazion: President Emplaycr Name and Address-z Chizmung Supply Corpormion; 2420 Coming Road, Elmira, NY 24903 Pas: Afj?flfaliom: {?remen Arum Ogden Medical Center P?Oundaiion, Inc. Margaret Streeter Addresw: 1650 West Church Street, Elmira, NY 14905 ()ccupamm: Not Applicable (Philanthropis?Commun?ty Volunteer) Empluyer Name and Addrem: Not Applicable Pas! C?harfmbiafNoum?! Direcim, Arno: Ogden Medical Center Foundaiivn, inc. Kevin Address: 36?? East {4?ranklin Street. I'Iorscheads, NY 24845 ()ccupaifcm: Owner!? Funeral Di me {or Empmyer Mama arsz address: Sullivan?s I'91meml E-Mmc; 365 East Frankiin Street, NY 24845 Pas? Charbelcz?k?Von-J?rrg?z A??iwiom: Dimmer. Si. Joseph?s E-Iospital Fa?mndation+i?1mir2L NY. inc. Helen Tenn}; Addrexs: 317 Marsha? 8?1er Ewiorscheads. NY 14845 ()c'cupmfan: N01 Applicable Employer Name and Addres?x: Not Applicabiu Pm: CharifabZechmJ?m?f A?f?zmnm: Director. Si. Foundatiomlilmimg NY. Inc. Peter Waliin 1364 Coilegc Avenue, Bimim NY 14901 ()ccwan?un: Owner?nsumncc Agent Empiuycr Name and Wailin Insamncc Agency: 1364 Cailege Avamuc, Eimira, NY 14901 Past Chariz?abier?} faum?f Affiliml?rmx: Direcmr, Arno: Ogden Medical Genie? f?bandatian, 1m; Request far Approval of Merger of St. Joseph?s Hospital Fm:ndaiiundilnzim, N. Y. Inc. and Arum Ogden Medicai Center Faundatinn, Inc. inm Arm)! Heaith Foundation, Inc. Organizatianal Relationship betwee? Feundation and Article 28 Bene?ciaries Arno: Heahhq Inc. has in?uence {)Wfl? the npcratiun aat?zhc: Foundatidn, insat?ar as {4811301 mam; Inc, is emiticd E0 appoint three: 1:2" its dimmers to serve on Ihc Board 0f Directors; ofthc Foundatiun, I-iealth. inc, also is {hc 502:: parent of but]? Arm]: Ogden Medical? (Jamar and St, Joseph?s Hospiiah [he lil?uundalion's Arlicic 28 bene?ciaries. List of Controlling and (L?nntrelicd Entities; NO entiiy will control {he I'l?tmndaiiort. wacvcr, Ame: Health, 1116., a New Yurk carporation and the sole member ofboth Ami)! Ogden Medical Center and St Joseph?s I-Iospiiai, will be abie to: in?uence the upcratiims. ingofar as Amut Imam, Inc. wili be emiilcd to appoint three its; directors 10 {m the Foundation?s 802m? of Directors. No emin be by the Foundaiian, RESOLUTION RESOLVED, that the Public Health and Health Planning Council on this 2nd, day of October, 2014, approves the filing of the Certificate of Merger of St. Joseph’s Hospital Foundation-Elmira, N.Y. Inc. and Arnot Ogden Medical Center Foundation, Inc. into Arnot Health Foundation, Inc., dated December 20, 2013. STATE OF NEW YORK DEPARTMENT OF HEALTH - MEMORANDUM TO: Public Health and Health Planning Council FROM: James E. Dering, Oeneral Counsel DATE: September 5,2014 SUBJECT: The St. Joseph Hospital Foundation The St. Joseph Hospital Foundation (“the Foundation’) requests that the Public Health and Health Planning Council (“PHHPC”) approve the attached proposed Certificate of Incorporation. Public Health Law § 2801-a(6) and Not-for-Profit Corporation Law § 404(o) require that the Certificate of Incorporation of a not-for-profit foundation that solicits contributions on behalf of an Article 28 facility must be approved by PHHPC. The Foundation’s proposed beneficiary is the WSNCI-IS North, Inc. d!b/a St. Joseph Hospital, an Article 28 facility. The following documents and information are attached in support of the Foundation’s request for approval: 1) A copy of the Foundation’s Certificate of Incorporation; 2) A copy of the Foundation’s proposed bylaws; 3) A letter, datcd August 5,2014, from a representative of the Article 28 beneficiary acknowledging that it will accept funds and other donations from the Foundation; 4) A letter, datedAugust 7, 2014, from the applicant’s attorney providing: (a) a generalized description of the fundraising activities to be undertaken by the Foundation; (b) infoimation regardIng the Foundation’s proposed Board of Directors; and (c) a statement identi’ing the organizational relationship between the Foundation and the Article 28 beneficiary. The proposed Certificate of Incorporation is in legally acceptable form. Attachments CERTIFICATE OF INCORPORATION OF THE St JOSEPH HOSPITAL FOUNDATION Under Section 402 of the New York State Not-for-Profit Corporation Law The undersigned, for the purpose of forming a corporation under the Not-for-Profit Corporation Law of the State of New York, hereby certifies: FIRST: Tim name of the corporation is The St. Joseph Hospital Foundation (the “Corporation”). SECOND: The Corporation is a corporation as defined in subparagraph (a)(5) of Section 102 of the Not-for-Profit Corporation Law and shall be a charitable corporation under Section 201 of the Not-for-Profit Corporation Law. THIRD: The Corporation is formed, organized and shall be operated exclusively for the charitable purpose of supporting and assisting WSNCHS North, Inc., doing business as St. Joseph Hospital (“St. Joseph Hospital”), a New York not-for-profit corporation exempt from Federal income tax pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”). Without limiting the generality of the foregoing, the Corporation’s purposes include assisting St. Joseph Hospital to develop, expand, and fund its services by: (i) soliciting contributions for St. Joseph Hospital; (ii) mobilizing and coordinating the efforts of community leaders; (Hi) providing a focal point and recipient for philanthropic support; (iv) stimulating such sources of support as gifts, bequests, and devises, charitable lead and remainder trusts, pooled income funds, and providing for the effective management thereof; (v) granting or loaning funds to St. Joseph Hospital and (vi) promotinc the work and charitable mission of St. Joseph Hospital through activities including publications, addresses, public relations fforLs, ant] special events. FOURTH: In furtherance of its corporate purposes, the Corporation shall have all of the general powers enumerated in Section 202 of the Not-for-Profit Corporation Law, together with the power to solicit and receive grants, bequests, and contributions for the corporate purposes. FIFrH: The names and addresses of the initial Directors of the Corporation are as follows: David DeCerbo, Esq. - fl(3I1 238} c/U Catholic Health Services of Long Island 992 North Village Avenue Rockville Centre, New York 11570 Alan Guerci, M.D. do Catholic Health Services of 1_ong Island 992 North Village Avenue Rockville Centre, New York 11570 Dennis Verzi do Catholic Health Services of Long Island 992 North Village Avenue Rockvilie Centre, New York 11570 SIXTH: The Corporation shall be operated in conformity with the Ethical and Religious Directives of the Catholic Church as published the United States Conference of Catholic Bishops and as interpreted and applied by the Bishop of the Diocese of Rockville Centre, SEVENTH; The Corporation has not been formed for pecuniary profit or financial gain, and no pan of the assets, income or profit of the Corporation is distributable to, or inures to the benefit of its Directors or officers, except to the extent permitted under the Not-for-Profit Corporation Law. EIGHTH: Notwithstanding any other provisions of this certificate, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under Sections 501(c)(3) of the Code, or corresponding provisions of any subsequent Federal tax law. No part of the net earnings of the Corporation shall inure to the benefit of its Directors, officers, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation). No part of the activities of the Corporation shall be propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office. NINTH: In the event of dissolution, all of the remaining assets and property of the Corporation shall after necessary expenses and liabilities thereof have been paid, be distributed to St. Joseph Hospital or if it shall not then exist or qualify to Catholic Health System of Long Island, Inc., provided it then quahfies under Sections 501(c)(3) and 17 (c)(2) of the Code, or corresponding provisions of any 0 subsequent Federal tax law to receive charitable contributions, subject to an order of a Justice of the Supreme Court of the Stale of New York and/or the approval of the Attorney General, and no Trustee or officer of the Corporation or any private individual shall be entitled to share in the distribution of any corporate assets on dissolution. TENTH: The office of the Corporation is to be located in the County of Nassau. EIIVENTH: The sole member of this Corporation shall be St. Joseph Hospital (the “Member”). TWELFrH: {OJ93Q3S} The Corporation shall not take any action requiring The consent or approval of the Member until the Member shall have exercised the following reserved powers. Such exercise of reserved powers shail not he effective until the Corporation shall have received written notice of the appropriate action having been taken by the Member. The following powers are reserved specifically and exclusively to the Member and no attempted exercise of any such power by anyone other than the Member shall be valid or of any force or effect whatsoever: 1)0939233) a. To approve the philosophy and mission statement adopied by the Board of Directors according to which the Corporation will operate only in conformity with these purposes and the By-Laws. b. To require the Corporation to operate in conformity with its philosophy and mission statement. c. To adopt, approve, amend, repeal the By-Laws and Certificate of Incorporation of the Corporation. d. To fL’ the number of and elect, appoint, fill vacancies in and remove, with or without cause, the Directors; and elect and remove, with or without cause, the Chairperson and Vice Chairpersons of the Board of Directors of the Corporation. e. To approve any sale, mortgage, lease, loan, gift, or pledge of any of the Corporation’s real property irrespective of amount, or of any other assets (other than real property) in excess of an amount to be fixed from time to time by the Member; to approve any acquisition of real property for the Corporation, including the acquisition of any leasehold interests irrespective of amount; to approve any acquisition by the Corporation of other assets (other than real property) whose value exceeds an amount to be fixed from time to time by the Member. f. To approve any merger, consolidation, or dissolution of the Corporation and to approve the disposition of the assets of the Corporation at the time of dissolution. g. To approve any corporate reorganization of the Corporation and the development or dissolution of any subsidiary organizations, including corporations, partnerships, or other entities. It To elect and remove, with or without cause, the Chief Executive Officer of the Corporation. 1. To approve the criteria for and the process of evaluating the performance of the Chief Executive Officer of the Corporation. j. In exercise of the Member’s stewardship, to appoint a certified public accountant to prepare certified audils for and on behalf of the Member, in addition to the annual certified audit prepared for and on behalf of the Board of]Jirectors. k. To approve settlement of any litigation to which the Corporation is a party, except when (he consideration for settlement is solely monetary and the amount of such settlement is below an amount to be fixed from time to time by the Member. I. To review statements of the Corporate finances submitted annually by the Directors. m. To approve any capital or operating budgets of the Corporation to ensure that such budgets conform to the mission and philosophy of the Corporation. n. To approve the debt of the Corporation which is in excess of such limits as are established by the Member. THJRThEWrH: The Secretary of State is hereby designated as the agent of the Corporation upon whom process against the Corporation may be served, and the following is designated as the address to which the Secretary of State shall mail a copy of any process received against the Corporation: Catholic Health Services of Long Island 992 North Viiiage Avenue Rockville Centre, New York 11570 Attention: Senior Vice President and General Counsel FOURThENTFI: Nothing herein shall authorize the Corporation, directly or indirectly, to engage in or include among its purposes, any of the activities mentioned in Not-for-Profit Corporation Law Section 404(a-n), (p-s) and (u-v). FIFTEENTH: Nothing herein shall authorize the Corporation within the State of New York, to (a) provide hospital services or health related services, as such terms are defined in the New State Public Health Law (“PHI]’); (b) establish, operate, or maintain a hospital, home care services aeency, a hospice, a managed care organization as provided for iii Articles 28, 36, 40 and 44, respectively, of die PHL and implementing regulations; (c) establish and operate an [ndependent practice association; (d) establish, operate, construct, lease, or maintain an adult home, enriched housing program, residence for adults, or an assisted living program, as provided for in Article 7 of the New York State Social Services Law; or (e) establish, operate, construct, lease or maintain an assisted living residence, as provided for by Article 46-B of the PHL. SIXTHTEENTH: Nothing herein shall authorize the Corporation within the State of New York to (a) hold itself as providing, or (b) provide any health care professional services that require licensure or registration pursuant to either TiL)e S of (he New York Slate Education Law, or the PHL. including, but not limited Lo, medicine, nursing, psychology, social work, occupational therapy, speech therapy, physical therapy, or radiation technology. jO)93Q23S} IN Wfl’NESS WHEREOF, this Certificate has been subscribed this day of ct 2014, by the undersigned, who affirms [hat the statements made herein are true under the penalties of peijury. ‘ Karen E. Sosler, Esq. Incorporator {(X)93923b) CERTIFICATE OF INCORPORATION OF THE ST. JOSEPH HOSPITAL FOUNDATION Under Section 402 of the New York State Not-for-Profit Corporation Law File by: Karen E. Sosler, Esq. Iseman, Cunningham, Riester & Hyde, LU’ 9 Thurlow Terrace Albany, New York 12203 (518) 462-3000 By-Laws of The St. Joseph Hospital Foundation A Charitable Corporation Under 201 of the Not-for-Profit Corporation Law ARI1CLE I Name of the Corporation, Organization, Goals and Objectives Section 1.01 —Name of Corporation The name of this Corporation shall be The St. Joseph Hospital Foundation (hereinafter referred to as the “Corporation”). Section 1.02— Goals and Objectives of the Corporation and Adherence to Catholic Doctrine In order to catty out the purposes, as set forth in the Corporations Certificate of Incorporation, the objective of Ihe Corporation shall be to assist WSNCI-4S North, Inc., doing business as St. Joseph Hospital (“St. Joseph Hospital”), to develop, expand, and fund its services by: (i) soliciting contributions for St. Joseph Hospital; (ii) mobilizing and coordinating the efforts of community leaders; (Ui) providing a focu] point and recipient for philanthropic support; (iv) stimulating such sources of support as gifts, bequests, and devises, charitable lead and remainder trusts, pooled income funds, and providing for the effective management thereof; (v) granting or loaning funds to St. Joseph Hospital and (vi) promoting the work and charitable mission of St. Joseph Hospital through activities including pubJications, addresses, public relations efforts, and special events. The foregoing shall be carried out in a manner at all times consistent with the Ethical and Re1igioa Directives for Catholic Health Services, as published by the United States Conference of Catholic Bishops and as interpreted and applied by the Bishop of the Diocese of Rockville Centre. ARTICLE 2 Membership Section 2.01 Sole Member The St. Joseph Hospital Foundation shall have a single member, which shall be St. Joseph Hospital. All references in these By-Laws to either the Member or the Members of the Corporation shall be deemed references to the sole member, St. Joseph Hospital. — ARTICLE 3 Powers and Duties of the Member Section 3.01 — Power to Elect Directors The Member, at the Annual Meeting of the Member, shall elect quaIfled persons to the Board of Directors to fill all existing vacancies and any newly created Directorships and shall elect the Chairperson and Vice-Chairpersons of the Board of Directors. {OD94O5D4 2 —August 5, 2014— Proposed By-Laws of The St. Joseph Hospital Foundation Section 3.02 —Annual Report At the Annual Meeting of the Member, the Member shall consider the Annual Report of the Corporation presented by the Board of Directors and verified by the President and Treasurer or by a majority of the Directors. Section 3.03— Reserved Powers of the Member Subject to any further reserved powers of the Corporate Members of Catholic Health System of Long Island, Inc., the following powers are reserved specifically and exc]usively Ic the Member and any attempted exercise of such powers by anyone other than the Member shah be void of any force or effect whatsoever. Should compliance with any of the restrictions in these provisions require the Corpomtion to take any action which may contravene any Jaw or regulation to which the Corporation may now or hereafter be subject, such restriction shall be null and void. Section 3.03.01 — Philosophy and Mission To approve the philosophy and mission statement adopted by the Board of Direclors according to which the Corporation will operate only in conformity with these purposes and By-Laws. Section 3.03.02 Conformity to Philosophy and Mission To require the Corporation to operate in conformity with its philosophy and mission statement, Section 3.03.03 — — Corporate Documents To adopt, approve, amend, repeal the By-Laws and Certificate of Incorporation of the Corporation. Section 3.03.04 —Appointment and Removal of Directors and Board Chair To fix the number of and elect, appoint, fill vacancies in and remove, with or without cause, Ihe Directors; and elect and remove, with or without cause, the Chairperson und Vice Chairpersons of the Board of Directors of the Corporation. Section 3.03.05 Sale orAcquisition ofAssets — To approve any sale, mortgage, lease, loan, gift, or pledge of any of the Corporation’s real property irrespective of amount, or of any other assets (other than real properly) in excess of an amount to be fixed from lime to time by the Member; to approve any acquisition of real property for the Corporation, including the acquisition of any leasehold interests irrespective of amount; to approve any acquisition by the Corporation of other assets (other than real property) whose value exceeds an amount to be fixed from time to time by the Member. Section 3.03.06 —Merger, Consolidation, Dissolution To approve any merger, consolidation, or dissolution of the Corporation and Eu approve the disposition of the assets of the Corporation at the time of dissolution. Section 3.03.07 Reorganization and Formation of New Entities — To approve any corporate reorganization of the Corporation and the development or dissolution of any subsidiary organizations, including corporations, partnerships, or other entities. Section 3.03,08 — Election and Ren,o pal of Chief Executive Officer To elect and remove, with or without cause, the Chief E2cecutive Officer of the Corporation Section 103.09 —Evaluation of ChiefExecutive Officer To approve the criteria for and the process of evaluating the performance of the Chief Executive Officer of the Corporation. (1Th40504} 3—August 5, 2014— Proposed By-Laws of The St. Joseph Hospital Foundation Section 303.10 —Appointment ofAuditor In exercise of the Member’s stewardship, to appoint a certified public accountant to prepare certified nudlis for and on behalf of the Member, in addition to the annual certified audit prepared for and on behnlf of the Board of Directors. Section 3.03.11 —Sestlement ofLitigation To approve settlement of any litigation to which the Corporation is a party, except when the consideration for settlement is solely monetary and the amount of such settlement is below an amount to be fixed from time to time by the Member. Section 3.03.12 — Financial Statements To review statements of the Corporate finances submitted annually by the Directors, Section 3.03.13 —Approval of Budgets To appmve any capital or operating budgets of the Corporation to ensure thai such budgets conform to the mission and philosophy of the Corporation. Section 3.03.14 —Approval ofDebt To approve the debt of the Corporation which is in excess of such limits as are established by the Member. Section 3.04 Power to Amend Specifically Reserved to Members of Catholic Health System of Long Island Inc. The power to give necessary approval to any amendment to the Certificate of Incorporation and to — give necessary approval to any amendment, adoption or repeal of By-Laws is specifically reserved to the Corporate Members of Catholic Health System of Long Island, Inc. The authority to address all other aspects of legal changes for the Corporation vests in the Board of Directors of St. Joseph Hospital, as sole Member of the Corporation. ARTICLE 4 Meetings of the Membership Section 4.01 —Annual Meeting of the Member The Annual Meeting of the Member shall be held within thirty (30) days of the Annual Meeting of the Corporate Members of Catholic Health System of Long Island, Jnc. Section 4.02— Special Meetings Special meetings of the Member shall be held only at the discretion and call of the Member. Special meetings shall be held at such hour on such day and at such place within or without the State of New York as may be determined by the Member. Section 4.03— Notice ofMeetings Whenever the Member is required or permitted to take any action at a meeting, written notice shall be given by the Secretary stating the place, date, and hour of the meeting and, unless it is the Annual Meeting, indicating that it is being issued by or at the direction of the person or persons calling the meeting. Notice of a Special Meeting (including any such meeting to be held in conjunction with an Annual Meeting) shall also state the purpose or purposes for which the meeting is called. A copy of the notice of any meeting shall be given personally, by first class mail, by facsimile telecommunication or by electronic mail, to each Member entitled to vote at such meeting not less than ten (10) nor more than fifty (50) days before the date of the meeting. If mailed, such notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the (UO94O5O4 4-August 5, 2014— Proposed By-Laws of The St. .Ioseph Hospital Foundation Member at such Member’s address as it appeazs on the Record of Members or, if such Member shall have filed with the Secretary of the Corporation a written request that notices be mailed to some other address then directed to such Member at such other address. If sent by facsimile telecommunication or mailed electronically, such notice is given when directed to the Member’s fax number or electronic mail address as it appears on the record of Members, or to such fax number or other electronic mail address as filed with the Secretary of the Corporation. Notwithstanding the foregoing, such notice shall not be deemed to have been given electronically (1) if the Corporation is unable to deliver two consecutive notices to the Member by facsimile telecommunication or electronic mail; or (2) the Corporation otherwise becomes aware that notice cannot be delivered to the Member by facsimile telecommunication or electronic mail. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted that might have been transacted on the original date of the meeting. However, if, after the adjournment, the Board of Directors fixes a new record date for the adjourned meeting, on such new record date a notice of the adjourned meeting shall be given to each Member of record who shall be entitled to notice under this Section. Section 4.04— Waivers ofNotice Notice of any meeting of the Member need not be given to any Member who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. Waiver of notice may be written or electronic. If written, the waiver must be executed by the Member by signing such waiver or causing the Member’s signature to be affixed to such waiver by any reasonable means, including but not limited to facsimile signature. If electronic, the transmission of the waiver must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the Member. The attendance of any Member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by such Member. Section 4.05— Quorum at Meetings The Member or Members entitled to cast a majority of the total number of votes entitled to be cast thereat shall constitute a quonim at a meeting of the Member for the transaction of any business. In absence of a quorum, the Member or Members present may adjourn any meeting to another time or place. Section 4.06— Written Consent of Member Without Meeting Whenever under any provision of law or these By-Laws the Member is required or permitted to take any action by vote, such action may be taken without a meeting on written consent of the members of the Board of Trustees of the Member, setting forth the action so taken. Such consent may be written or electronic. If written, the consent must be executed by the Member by signing such consent or causing the Member’s signature to be affixed to such consent by any reasonable means, including but not limited to facsimile signature. If electronic, the transmission of the consent must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the Member. The resolution and the written consents thereto by the Member shall be filed with the minutes of the proceedings of the Board. ARTICLES Officers, Agents and Employees Section 5.01 — General Provisions The officers of the Corporation shall be a Chairperson of the Board of Directors, a Vice Chairperson of the Board of Directors, a President, a Secretary, a Treasurer, and such other Officers as the Board 400940504) 5—August 5, 2014— Proposed By-Laws of The St. Joseph Hospital Foundation of Directors may determine are necessary from time to time. All Officers shall be elected by the Member at the Annual Meeting of the Member. Any two or more offices may be held by the same person, except the offices of Chairperson, President and Secretary. The President may be a member of management of the Corporation; all other officers shall be members of the Board of Directors. Section 5.02 Term of Office, Vacancy and Removal Except as otherwise provided in this Article 5, Officers shall serve for a term of one (1) year until successors are elected, such term commencing at the close of the meeting at which they are elected. Officers may be elected for successive terms. Any Officer may be removed at any time with or without cause by the Member. Any vacancy occurring in any office during the term of an Officer may be filled for the remainder of the term thereof, by the Member at any annual meeting of the Member or at any Regular Meeting of the Member, or at any Special Meeting of the Member called for that purpose. The removal of an Officer without cause shall be without prejudice to his or her contract rights, if any. The election of an Officer shall not in itself create contract rights. — Section 5.03— Powers and Duties oft/ic Chairperson of the Board The Chairperson of the Board shall preside at all meetings of the Board of Directors. In the absence of the Chairperson of the Board, the Vice-Chairperson shall preside. The Chairperson of the Board shall perform such other duties as may be provided for by these By-Laws or by Resolution of the Board. No employee of the Corporation shall serve as Chairperson of the Board or hold any other title with similar responsibilities. Section 5.04—Powers and Duties of the Vice-Chairperson of the Board The Vice-Chairperson of the Board, in the absence of the Chairperson of the Board, shall preside at all meetings of the Board of Directors. The Vice-Chairperson of the Board shall have such other duties and responsibilities as may be assigned to him or her by the Board of Directors. Section 5.05— Powers and Duties of the President The President shall be the Chief Executive Officer of the Corporation. The President shall be an cx officio member of the Board of Directors and of all éommittees of the Board and of the Corporation. The President shall have general charge of the business and affairs of the Corporation and may employ and discharge employees and agents of the Corporation, except such as shall be appointed by the Board of Directors, and may delegate these powers. The President may vote the shares or other securities of any domestic or foreign corporation of any type or kind which may at any time be owned by the Corporation, may execute any shareholders’ or other consents in respect thereof, and may delegate such powers by executing proxies, or otherwise, on behalf of the Corporation. Section 5.06— Powers and Duties of the Secretary The Secretary shall prepare an agenda and issue notices, as required by law or by these By-Laws, of all meetings of the Member of the Corporation and the Board of Directors. The Secretary shall have charge of the minutes of nil proceedings of the Member and of the Board of Directors. The Secretary shall have charge of the seal of the Corporation and shall attest the same whenever required. The Secretary shall have charge of such boob and papers as the Board may direct and shall have all such powers and duties as generally are incident to the position of Secretary or as may be assigned by the Board of Directors. Section 5.07— Powers andDuties of the Treasurer The Treasurer shall have the duty to receive and care for all monies and property belonging to the Corporation and to dispose of the same under the direction of the Board of Directors. The Treasurer shall receive and give receipts for all amounts due to the Corporation, shall endorse all funds and securities for deposit or collection when necessary, and shall deposit the same to the credit of the {OD9l050q 6—August 5, 2014— Proposed By-Laws of The St. Joseph Hospital Foundation Corporation in such banks or depositories as the Board of Directors may authorize. The Treasurer may endorse all commercial documents requiring endorsement for or on behalf of the Corporation. The Treasurer also shall have all such powers and duties as generally are incident to the position of Treasurer of a not-for-profit corporation or as may be assigned by the Board of Directors to him or her. Section 5.08 —Agents and Employees The Board of Directors may appoint agents and employees who shall have such authority and perform such duties as may be prescribed by the Board. The Board may remove any agent or employee at irny time with or without cause. The removal of an agent or employee without cause shall be without prejudice to his or her contract rights, if any. The appointment of an agent or employee shall not itself create contract rights. The Corporation may pay compensation to agents and employees for services rendered to the Corporation in such reasonable amounts as may be fixed from time to time by the vote of a majority of the entire Board of Directors, but this power may be delegated to any officer, agent or employee as to persons under his or her direction or control The Board may require any agent or employee to give security for the faithful performance of his or her duties. ARTICLE 6 Board of Directors Section 6.01 —Number of Directors The number of members of the Board of Directors shall be fixed by Resolution of the Member of the Corporation and said number may be either increased or decreased by Resolution of the Member of the Corporation within the limits of not fewer than eight (8) nor more than forty (40) voting members. The number of Directors may be increased or decreased at any time and from time to time at any Annual or Special Meeting of the Member by vote of the Membership, provided, however, that no decrease shall shorten the term of any incumbent Director. Section 6.02 Election and Term of Office Directors shall be elected for a three (3) year or a shorter initial term. The Directors shall be divided into three classes for the purpose of staggering their terms of office. At each Annual Meeting of the Member, the class of Directors to be elected shall be elected by the Member. Each Director shall hold office from the time of election and qualification until the Annual Meeting of the Member next succeeding such election at which is scheduled to occur the election of Directors of the class to which such Director has been assigned and until his or her successor has been elected and qualified. Directors may be elected to consecutive three (3) year terms at the discretion of the Member. — Section 6.03 —Vacancies Vacancies occurring on the Board of Directors in the period between Annual Meetings may be filled by the Member of the Corporation. The term of office of a Director etecLed to fill such a vacancy shall continue until the next Annual Meeting of the Member. Section 6.04 —Associate Directors - One or more Associate Directors may be elected from time to time by the Member at any Annual or Special Meeting of the Member, to hold office at the discretion of the Member. This Associate Directorship shall be in acknowledgement of extraordinary service and dedication to the Corporation as manifested by active participation in corporate affairs, as determined by the Member. An Associate Director shall not be entitled to vote at any Annual, Regular or Special Meeting of the Board of Directors. An Associate Director, however, may attend Annual, Regular or Special Meetings of the Board of Directors at the invitation of the Chairperson of the Board of Directors. 0D940504) 7—August 5, 2014 Proposed By-Laws of The St. Joseph Hospital Foundation Section 6.05— & Officio and Honorary Members of the Board (a) (b) The following shall be a officio members of the Board of Directors for the period of their holding their respective offices: (1) The President and Chief Executive Officer of the Corporation and the Executive Vice President and Chief Administrator Officer of St. Joseph Hospital; and (2) The President of the Medical Staff of St. Joseph Hospital and the Medical Director of St. Joseph Hospital. The Members of the Corporation shall appoint such Honorary Directors as they may, from time to time, deem appropriate, An Honorary Director shall not be entitled to vote at any Annual, Regular or Special Meeting of the Board of Directors. An Honorary Director, however, may attend Annual, Regular or Speciai Meetings of the Board of Directors at the invitation of the Chairperson of the Board of Directors. Section 6.06 —Resignations Any Director may resign from office at any time by delivering a written resignation to the Secretary of the Corporation. The acceptance of the resignation shall not be necessary to make the resignation effective. Section 6.07— Removal ofDirectors Any Director may be removed for cause or without cause by vote of the Member. Any Director may be removed for cause by action of the Board of Directors, provided there is a quorum of not less than a majority present at the meeting of Directors at which such action is taken, Section 6.08— Meetings of the Board The Annual Meeting of the Board of Directors shall be held within ten (10) days of the Annual Meeting of the Corporate Members of Catholic Health System of Long Island, Inc. Section 6.09—Notice ofMeetings oft/ic Board No notice of Annual or Regular Meetings of the Board of Directors need be given to the Directors. Special Meetings of the Board shall be held upon notice to the Directors of the place, date, hour, and purpose of the meeting. Notice of each Special Meeting of the Board shall be given by the Secretary or by the person calling the meeting, by First Class or electronic mail, by facsimile telecommunication or telephone not later than ten (10) days before the meeting or, if in person, not later than ten (10) days before the meeting. Notices shall be deemed to have been given by First Class mail when deposited in the United States mail, by electronic mail, at the time of sending, and by messenger at the time of delivery by the messenger. Notice of a meeting need not be given to any Director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. A waiver of notice of any meeting shall specify the purpose of such special meeting of the Board of Directors, and only the business stated in the Notice shall be transacted at the meeting. Such waiver of notice may be written or electronic. If written, the waiver must be executed by the Director signing such waiver or causing the Director’s signature to be affixed to such waiver by any reasonable means, including but not limited to facsimile signature. If electronic, the transmission of the consent must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the Director. (00940504) 8—August 5, 2014— Proposed By-Laws of The St. Joseph Hospital Foundation Section 6.10— Quorum Unless a greater proportion is required by law, by the Certificate of Incorporation, or by a By-Law adopted by the Member, one-third (1/3) of the entire number of Directors on the Board of Directors shall constitute a quorum for the transaction of business or of any specified item of business. Notwithstanding the foregoing, a quorum shall not consist of fewer than two Directors. Section 6.11 —Action by the Board Except as otherwise provided by law or by these By-Laws, the vote of a majority of the Directors present at a meeting at the time of the vote shall be the act of the Board of Directors, provided, however, that a quorum is present at such time. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment or by electronic video screen communication allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Section 6.12— Written Consent in Lieu ofMeeting Unless otherwise restricted by these By-Laws, any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a Resolution authorizing the action. - The Resolution and the written consents thereto by the members of the Board of Directors or committee shall be filed with the Minutes of the proceedings of the Board or committee. Such consent may be written or electronic. If written, the consent must be executed by the Director by signing such consent or causing the Director’s signature to be affixed to such consent by any reasonable means, including but not limited to facsimile signature. If electronic, the transmission of the consent must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the Director. The resolution and the written consents thereto by the Directors or the members of the committee shall be filed with the minutes of the proceedings of the Board or committee. Section 6.13— Compensation of Directors The Corporation shall not pay any compensation to Directors for services rendered to the Corporation. ARTICLE 7 Committees Section 101 Types of Committees Committees shall be committees of the Board or committees of the Corporation. — Section 7.02— Size of Committees; Quorum Whenever these By-Laws establish the number of persons to be on a committee, the ex officio members, if any, shall not be counted in that number. The presence of at least one director and twenty-five percent (25%) of the remaining committee members at a committee meeting shall constitute a quorum. Section 103— Appointment The Chairperson of the Board of Directors shall appoint the Chair and members of the committees of the Board and of the committees of the Corporation. (00940504} 9—August 5, 2014— Proposed Section Z04 — By-Laws of The St. Joseph Hospital Foundation Committees of the Board The committees of the Board of Directors shall include an Executive Committee. The committees of the Board shall also include such committees, including ad hoc committees as the Board may determine by resolution. The committees of the Board shall be comprised of Directors only and shall have the full authority of the Board. Section Z05 — Committees of the Corporation Committees, other than committees of the Board, whether created by the Board or by the Members, may be committees of the Corporation. The committees of the Corporation shall include the Development Committee and the Community Health Needs Assessment and Community Benefit Committee. The committees of the Corporation shall also include such committees, including ad hoc committees as the Board may determine by resolution. The committees of the Corporation shall be comprised of Directors and non-Directors, but no such committee shall have the authority to bind the Board. Such committees of the Corporation shall be elected or appointed as provided in Section 7.03 of these By-Laws. Section 106—Advisors The Board of Directors may appoint from Lime to time at any Annual, Regular or Special Meeting of the Board one or more Committee Advisors to serve at the pleasure of the Board in an advisory capacity on any such committee. A Committee Advisor shall not be entitled 10 voLe at any meeting of the committee to which he or she is appointed Advisor. Section 107— Committee Membership The Chief Executive Officer of the Corporation and the Secretary of the Corporation shall be ex officio members of the Executive Committee. All other members of the Executive Committee, the Community Health Needs Assessment and Community Benefit Committee, and any other committees of the Board shall be members of the Board of Directors. Section ZO& —Ex Officio Members of Committees The President and Chief Executive Officer shall be an a officio member of all committees of the Board and of the Corporation. All other members of any olher committees of the Board shall be members of the Board of Directors. ARTICLE 8 Powers and Duties of Committees Section 8.01 Executive Committee This Committee shall consist of the Chairperson of the Board of Directors, who shall serve as the chairperson of the Committee, the President and Chief Executive Officer of the Corporation, the Vice-Chairperson of the Board of Directors, the Secretary of the Corporation, and such other — Directors as are designated annually by resolution adopted by a majority of the entire Board of Directors. It shall have the full power of the Board of Directors in any emergency situation arising between meetings of the Board of Directors. Any such action shall be reported to the Board at its next Regular Meeting. Section 8.02— Development Committee This Committee shall consist of at least three (3) Directors, including the Chairperson of the Board of Directors, the President and Chief Executive Officer of the Corporation and such other Directors andJor non-Directors as are designated annually by resolution adopted by a majority of the entire Board of Directors. The Committee shall be responsible for supporting the nussion, vision and overall strategic plan of St. Joseph Hospital, including its Community Health Needs Assessment and (0094 05 04} By-Laws of The St. Joseph Hospital Foundation 10 —August 5, 2014— Proposed Community Benefit Program, through committee activities designed to promote and acquire financial support. The Committee shaM be responsible for the development of a comprehensive, long-range fund-raising strategy designed to meet the resource needs of the Corporation and of St. Joseph Hospital. and to establish and oversee any policy issues related to resource development for the Corporation. The Committee shall (i) establish fund-raising goals, plans and benchmarking activities, (ii) develop plans to engage other Directors in fund-raising activities, (iii) assist development staff in the identification, cultivation and solicitation of supporters, as appropriate and (iv) assist the staff in increasing the recognition and visibility of the Corporation. The Committee shall meet at least four (4) times a year. Section 8.03— Community Health Needy Assessment and Community Benefit Committee This Committee shall consist of at least three (3) Directors and may include other Directors and nonDirectors as are designated annually by resolution adopted by a majority of the entire Board of Directors. The Committee shall: (a) Assess community health care needs, including opportunity for active and continuing involvement of all community constituencies in conducting such assessment. (b) Evaluate the effectiveness of St. Joseph Hospital in serving the community and living out its mission and values. (c) Evaluate the manner in which the St. Joseph Hospital strategic plan and budget priorities respond to specific community needs. (d) Provide an active and continuing forum and means of communication to St. Joseph Hospital for all members of the community. (e) Actively solicit comments from the community concerning unmet health care needs. (fl Evaluate, identify and quantify St. Joseph Hospital’s care for the poor and underserved. (g) Identify any barriers to access to care, especially for the underserved, and recommend means to improve access to care. (h) Prepare and recommend to St. Joseph Hospital the triennial Community Service Assessment required by Public Health Law § 2S03-1 and the required annual assessment reports to the Commissioner of HealLh. - (1) Prepare and recommend to St. Joseph ilospital the information pertaining to community and charitable service required on Schedule H of IRS Form 990 pursuant to IRC § 501(r). ARTICLE 9 Powers and Duties of the Board of Directors Section 9.01 — Power of Board and Qualification of Dire ctors Subject to the powers reserved to the Members in Aiticle 3 of these By-Laws, to the Code of Canon Law, to Diocesan legislation, policies and procedures, to the New York Not-for-Profit Corporation Law, to other laws and regulations of the State of New York pertaining thereto, and to these By laws, the Corporation shall be managed by its Board of Directors. Each Director shall be at least eighteen (18) years of age. {0094U504) 11 —August 5, 2014 — Proposed By-Laws of 71w St. Joseph Hospital Foundation Section 9.02— Annual Report ofDirectors The Board of Directors shall present at the Annual Meeting of the Member a report, verified by the President and Treasurer or by a majority of the Directors, showing in appropriate detail the following: (1) the assets and liabilities, including the trust funds, of the Corporation as of the end of the preceding fiscal year; (2) the principal changes in assets and liabilities including trust funds, during said fiscal year; (3) the revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, during said fiscal year; and (4) the expenses and disbursements of the Corporation, for both general and restricted purposes during said fiscal year. The annual report of the Directors shall be filed with the records of the Corporation and either a copy or an abstract thereof entered in the minutes of the proceedings at the Annual Meeting of the Member. Section 9.03— Purchase, Sale, Mortgage and Lease of Real Property No purchase of real property shall be made by the Corporation and the Corporation shall not sell, mortgage or lease its real property unless authorized by the Member and by the vote of two-thirds (2/3) of the entire Board of Directors, provided, however, that if there are twenty-one (21) or more Directors, the vote of a majority of the entire Board of Directors shall be sufficient. Section 9.04— Power of Board to Make Grants and Contributions The making of grants and contributions to St. Joseph Hospital for the purposes expressed in the Corporations Certificate of Incorpomlion shall be within Ihe exc]usive power of the Board of Directors. Section 9.05— Mongage or Pledge of or the Creation of a Security Interest in, Personal Properry No nortgage or pledge of; or the creation of a security interest in, all or any pan of the Corporation’s personai property or any interest therein, shall be made by the Corporation unless authorized by the vote of the majority of the entire Board of Directors and approved by the Member of the Corporation. Section 9.06— Duties of the Directors The Directors shall discharge their duties in good faith and with that degree of diligence, care and skill which ordinarily prudent persons would exercise under similar circumstances in like positions. Tim Board of Directors, through the Chairperson of the Board, (I) shall ensure compliance with all applicable federal, state and local statutes, laws and regulations, (2) shall establish and maintain personnel policies and practices and (3) shall develop a program for the orientation of newly elected Directors and for the continuing education of all Directors serving on the Board. Section 9.07— Attendance Fifty percent (50%) attendance at Regular Meetings shall be considered active participation as a member of the Board of Directors. Less than fifty percent (50%) attendance, unless excused, shall result in the automatic termination of a Director’s membership on the Board; provided, however, that this provision does not apply to cx officio members of the Board. {0094 9504) 12 —August 5, 2014— Proposed By-Laws of The St. Joseph Hospital Foundation ARTICLE 10 Order of Business Section 10.01 Regular Meeting Tbe suggested order of business for Regular Meetings of the Member and Board of Directors shall be as follows: — a. b. c. d. e. f. g. h. 1. Opening of meeting and prayer Roll Call Prtvious Minutes Report of the Chairperson of the Board of Directors Report of the Treasurer Reports of Committees Unfinished business New business Adjournment to time, date and place. Section 10.02— Parliameiaary Procedure Parliamentary procedures shall be followed when not in nflict with any of these By-Laws. The rules of parliamentary procedure shall be Rohens Rules of Order. ARTICLE 11 LiubiliLy and Indemnification of Directors, Officers and Employees Section 11.01 Liability Eccept as otherwise provided by law, no Director or Officer of the Corporation sewing without compensation shall be liable to any person other than the Corporation based solely on such Director’s of Officer’s conduct in the execution of such office unless such conduct constituted gross negligence or was intended to cause the resulting harm. — Section 11.02— Indemnification Except as provided in Section 8.03, the Corporation shall indemnify any person made, or threatened to be made, a party to any action or proceeding, whether civil or criminal, by reason of the fact that such person or such person’s testator or intestate, is or was a Director or Officer of the Corporation, or an employee of the Corporation designated by the President as entitled to indemnification heieuudei (the Board of Directors to be thereafter notified of such designation) who serves or sewed the Corporation or, at the request of the Corporation, serves or served any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity. In addition, the Corporation shall advance such person’s related and reasonable expenses, including attorneys’, experts’ and consultants’ fees, upon receipt of an undertaking by or on behalf of such person to repay such advancement if he or she is ultimately found not to be entitled to indemnification hereunder. Section 11.03— Exclusion The corporation shall not indemnify any person described in Section U.02 if an adjudication adverse to such person establishes that the acts of such person or such person’s testator or intestate were commilled in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that such person’s testator or intestate personally gained a financial profit or other advantage to which he or she was not legally enlilled. ()94O5b4j 13 —August 5, 2014 —Proposed By-Laws of The SL Joseph Hospital Foundation Section 11.04 —Insurance The Corporation shall have the power to purchase and maintain insurance to indemnify the Corporation and its Directors and Officers to the full extent such insurance is permitted by law. ARTICLE 12 Loans to Directors or Officers No loans, other than through the purchase of bonds, debentures, or simikr obligations of the type customarily sold in public offering, or through ordinary deposit of funds in a bank shall be made by the Corporation to its Direclors or Office,s or to any other corporation, firm, association, or other entity in which one or more of its Directors or Officers are Directors or Officers or hold a substantial financia] interest, provided, however, that the Corporation may make a loan to any corporation which is a Type B or charitable corporation under the Not-for-Profit Corporation Law of the State of New York. ARTICLE 13 Corporate Seal The seal of the Corporation shall be circular in form, shall have the name of the Corporation inscribed thereon, and shall contain the words “Corporate Seal” and “New York” and the year the Corporation was formed in the center, or shall be in such form as may be approved from time to time by the Board of Directors. The Corporation may use the seal by causing it or a faimiIe to be affixed or impressed or reproduced in any maimer. ARTICLE 14 Contracts, Checks, Bank Accounts, and Investments Section 14.01 Checks, Notes, and Contracts Catholic Health Services of Long Island is authorized to select the banks or depositories it deems proper for the funds of the Corporation and shall determine who shall be authorized on the — Corporation’s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts, documents, and other orders or obligations for the payment of money. Section 14.02 —Investments The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such properly, real, personal, or otherwise, including stocks, bonds, or other secur ties, as (lie Investment Committee of catholic Health Services of Long Island may deem desirable. ARTICLE 15 Amendments These By-Laws may be amended or repealed by a two-thirds (2/3) vote of the Board of Directors, subject to the approval of the Members of Catholic Health Services of Long Island as described in Article 3, Section 3.04, at any Annual Meeting of the Board of Directors of the Corporation or at any special meeting of the Board of Directors called for that purpose. (944) ________,2014 14—August 5, 2014— Proposed By-Laws of The St. Joseph Hospital Foundation ARTICLE 16 Fiscal Year The fiscal year of the Corporation shall begin on the first day of January and terminate on the last day of December in each calendar year. ARTICLE 17 Recorth and Books to be Kept The Corporation shall keep at its principal office in the Stare of New York correct and complete books and records of account, including a Minute Book, which shall contain: (a) a copy of the Certificate of Incorporation, (b) a copy of these By-Laws, (c) all Minutes of meetings of the Board of Directors, any Committee of the Board and any committee of the Corporation, and (d) a current list of the Directors and Officers of the Corporation and their residence addresses. Any of the books, Minutes, and records of the Corporation may be in written form or any other form capable of being converted into written form within a reasonable time. Amendment Ilislory: Adopted ((X}940504 TABLE 01? CONTENTS ARTICLE 1 Name of the Corporation, Organization, Goals and Objectives Section 1.01— Name of Corporation ARTICLE 2 Membership Section 2.01 1 1 1 Sole Member 1 ARTICLE 3 Powers and Duties of the Member 1 — Section 3.01— Power to Elect Directors 1 Section 3.02—Annual Report 2 Section 3.03 2 — Reserved Powers of the Member Section 3.03.0 1— Philosophy and Mission 2 Section 3.03.02 Conformity to Philosophy and Mission 2 Corporate Documents 2 Appointment and Removal of Directors and Board Chair 2 Sale or Acquisition of Assets 2 Merger, Consolidation, Dissolution 2 Reorganization and Formation of New Entities 2 Election and Removal of Chief Executive Officer 2 Evaluation of Chief Executive Officer 2 Appointment of Auditor 3 Settlement of Litigation 3 Financial Statements 3 Approval of Budgets 3 Approval of Debt 3 Section 3.03.03 Section 3.03.04 Section 3.03.05 Section 3.03.06 Section 3.03.07 Section 3.03.08 Section 3.03.09 Section 3.03.10 Section 3.03.11 Section 3.03.12 Section 3.03.13 Section 3.03.14 — — — — — — — — — — — — — Section 3.04— Power to Amend Specifically Reserved to Members of Catholic Health System of L.ong Island, Inc ARTICLE 4 Meetings of the Membership 3 3 Section 4.01— Annual Meeting of the Member Section 4.02 Special Meetings 3 Section 4.03— Notice of Meetings 3 Section 4.04 Waivers of Notice 4 Quorum at Meetings 4 — Section 4.05 — — Section 4.06— Written Consent of Member Without Meeting ARTICLES Officers, Agents and Employees {OO9U5O4) 3 4 4 Section 5.01 Section 5.02 — — General Provisions 4 Term of Office, Vacancy and Removal 5 Section 5.03— Powers and Duties of the Chairperson of the Board 5 Section 5.04— Powers and Duties of the Vice-Chairperson of the Board 5 Section 5.05— Powers and Duties of the President 5 Section 5.06 Powers and Duties of the Secretary 5 Section 5.07— Powers and Duties of the Treasurer Section 5.08— Agents and Employees 5 — ARTICLE 6 Board of Directors Section 6.01 Section 6.02 — — 6 6 Number of Directors 6 Election and Term of Office 6 Section 6.03 —Vacancies 6 Section 6.04 6 — Associate Directors Section 6.05— Ex Officio and Honorary Members of the Board 7 Section 6.06 7 — Resignations Section 6.07— Removal of Directors 7 Section 6.08— Meetings of the Board 7 Section 6.09— Notice of Meetings of the Board 7 Section 6.10— Quorum Section 6.11 —Action by the Board 8 Section 6.12— Written Consent in Lieu of Meeting 8 Section 6.13— Compensation of Directors 8 ARTICLE 7 Committees 8 S Section 7.01— Types of Committees 8 Section 7.02 Size of Committees; Quorum 8 Appointment 8 Committees of the Board 9 Section 7.03 Section 7.04 — — — Section 7.05— Committees of the Corporation 9 Section 7.06 Advisors 9 Section 7.07— Committee Membership 9 — Section 7.08— EE Officio Members of Committees ARTICLE 8 Powers and Duties of Committees 9 9 Section 8.01— Executive Committee 9 Section 8.02— Development Committee 9 (00940504) Section 8.03— Community Health Needs Assessment and Community Benefit Committee.. 10 ARTICLE 9 Powers and Duties of the Board of Directors 10 Section 9.01 Power of Board and Qualification of Directors 10 — Section 9.02 — Annual Report of Directors Section 9.03— Purchase, Sate, Mortgage and Lease of Real Property Section 9.04— Power of Board to Make Grants and Contributions Section 9.05— Mortgage or Pledge of or the Creation of a Security Inlerest in, Personal Property Section 9.06— Duties of the Directors Section 9.07— Attendance ARTICLE 10 Order of Business 11 11 11 11 11 11 12 Section 10.01— Regular Meeting 12 Section 10.02 12 — Parliamentary Procedure ARTICLE 11 Liability and Indemnification of Directors, Officers and Employees Section 11.01— Liability 12 12 Section 11.02— Indemnification 12 Sction 11.03— Exclusion 12 Section 11.04— Insurance 13 ARTICLE 12 Loans to Directors or Officers ARTICLE 13 Corporate SeuJ 13 ARTICLE 14 Contracts, Checks, Bank Accounts, and Investments 13 Section 14.01 — Checks, Notes, and Contracts Section 14.02— Investments 13 13 13 ARTICLE 15 Amendments 13 ARTICLE 16 Fiscal Year 14 ARTICLE 17 Records and Books to be Kept 14 (Q4O5O4} St. Joseph Hospital Catholic Health Services At the heart of health C August 5,2014 Mary T. Callahan, Esq. Director, Bureau of House Counsel Division of Legal Affairs NYS Department of Health Corning Tower, Rm 2484 Empire State Plaza Albany, New York 12237 Re: Approval of The St. Joseph Hospital Foundation Dear Ms. Callahan: I am a duly authorized representative of WSNCI-IS North, Inc., doing business as St. Joseph Hospital, which is licensed under Article 28 of the New York State Public Health Law (Op. Cert. #2952006H) (the “Hospital”). The St. Joseph Hospital Foundation is being created to support the Hospital, and the Hospital will accept hinds raised by The St. Joseph Hospital Foundation. Sincerely yours, Alan Guerci, M.D. President and Chief Officer 4295 Hempstead Turnpike. Bethpage NY 11714 516-579-6000 www.StJosephHospitalNY.org — {00939746} ISEMAN, CuNNINrnWvI, RIESTER & HYDE, LLP Attorneys and Counselors at Law Robcfl H. Tsemn AThurlowTerrace • Aibany, NY 12203 Phone 518-462-3000 Facsimile 518-4624199 .4, www.lc.com CamIA.fb± Brian M. Culnan Rkhnd A. Fmkel Ricjiird A. Mitchdl KAnn E Soster hines P. Lagins John F. Qucenan Joshtm E. Mackey Dwid R. Wise 2649 South Road • Po rceep&e, NY 12631 Phone 845-473-1OO FccsimLlo 845-473.8777 Sesnor Counsel: Michael 3. Qznrdnghm — . Frederick C. Riester 1942-20 1 2 ) August 7,2014 Of Corn SlacevLGc4thtoir ‘-i’d E. Masterson Richard S. Graham bnda J. Temer Orner oil Frank P. Inn Michael W. Deyo Michelle Alrn,da MacknzieM. Plasice +Atso Admitted in Connai’cui Also Admitted in MassachuelLs ¶41so Mmilled n Ncw Jersey . . VIA FEDERAL EXPRESS & EMAIL Mary Callahan, Esq. Director, Bureau of House Counsel Division of Legal Affairs NYS Department of Health Coming Tower, Rm 2484 Empire State Plaza Albany, New York 12237 Re: Consent to File Certificate of Incorporation The St. Joseph Hospital Foundation Dear Ms. Callahan: Our client, St. Joseph Hospital Foundation (the “Foundation”), respectfully requests a letter of consent from the Public Health and Health Planning Council to permit the filing of the enclosed Certificate of Jncorporation for the Foundation with the Secretary of Smte. The pulpose of the Foundation is to support and assist its sole member, WSNCHS North, Inc., doing business as St. Joseph Hospital (“St. Joseph Hospital”). We submit the following information for review; 1. Certificate of Incorporation and Bylaws. Enclosed are an executed copy of the Foundation’s Certificate of Incorporation and a copy of the proposed Bylaws. 2. AcknowIedement Letter from St. Joseph Hospital. We enclose an original signed letter from the President and Chief Executive Officer of St. Joseph Hospital, acknowledging the Hospital will accept funds raised by the Foundation. 3. Description of Fundraising Activities. It is anticipated that financial support for the Foundation will be received primarily from gifts, grants, and contributions from the local community as well as contributions by friends, family and acquaintances of the Foundation’s {94183I) Mary Callahan, Esq. Page 2 August 7, 2014 Board of Directors. The Foundation intends to support St. Joseph Hospital by conducting the following activities: (a) (b) (c) (d) (e) (f) soliciting contributions for St. Joseph Hospital; mobilizing and coordinnting the efforts of community leaders; providing a focal point and recipient for philanthropic support; stimulating such sources of support as gifts, bequests, and devises, charitable lead and remainder trusts, pooled income funds, and providing for the effective management thereof; granting or loaning funds to St. Joseph Hospital; and promoting the work and charitable mission of St. Joseph Hospital through activities including publications, addresses, public relations efforts, and special events. 4. Initial Board of Directors. The following individuals will serve initially on the Foundation’s Bvard of Directors: Name: Address: Occupation: Employer: Affiliations: David DeCerbo, Esq. 426 Park Avenue, Manhasset, NY 11030 Executive Vice President and General Counsel Catholic Health Services of Long Island 992 North Village Avenue, Rockville Centre, NY 11570 Cabrini Mission Foundation (2004 present) Cabrini Medical Center (2004 2008) Cabrini Center For Nursing and Rehabilitation (2004— present) St. Ignatius Retreat House (2006—2013) — — Name; Address: Occupation: Employer; Affiliations: Name; Address: Occupation; Employer: Affiliations: {00941831} Alan 0. (3uerci, M.D. 290 Littleworth Lane, Sea Cliff, NY 11579 President and Chief Executive Officer Catholic Health Services of Long Island 992 North Village Avenue, Rockville Centre, NY 11570 See attached listing Dennis VerzI 144 Wilson Avenue, Long Beach, NY 11561-3836 Executive Vice President and Chief Operating Officer Catholic Health Services of Long Island 992 North Village Avenue, Rockville Cenire, NY 11570 Executive Vice President, Chief Operating Officer, Catholic Health Service5 of Long Island (7/2013-present) Executive Vice President and Chief Administrative Officer for St. Catherine of Siena Medical Center (8/2011-6/2013) Mary Callahan, Esq. Page 3 August 7, 2014 Interim Executive Vice President & Chief Executive Officer for the Eastern Division Acute Care/Executive Vice President for Continuing Care Division (1/2010-6/2010) Executive Vice President for Continuing Care (2007-2011) President and Chief Executive Officer for Our Lady of Consolation Nursing and Rehabilitative Care Center (2002-2007) Auxiliary Police Officer for (he City of Long Beach and Chief Recruitment Officer (2004) Promotion to the Rank of Commissioner for the Long Beach Police Auxiliary (2013) Member of the Board of Directors and the Certification Review Committee for the Developmental Disabilities Institute (2013) Or8anizational Relationship. St. Joseph Hospital is the Foundation’s sole member. St. 5. Joseph Hospital is a New York not-for-profit corporation that is licensed as a hospital under Article 28 of the Public Health Law (Op. Cert. #2952006H). It isa tax-exempt entity under Section 501(c)(3) of the Internal Revenue Code. Controllin2 Entities. The Foundation controls no entities. The Foundation’s sole 6. member is St. Joseph Hospital, to which it has reserved certain powers as specified in the Foundation’s Certificate of Incorporation and Bylaws. St. Joseph Hospital’s sole member is Catholic Health Services of Long Island, which has been established as the Hospital’s active parent. If you have any questions, please call me at (518) 462-3000. Very truly yours, ISEMAN, CUNNINGHAM, RIESTER & HYDE, LU? Karen E. Sosler Enc. cc: Colleen Frost, PHHPC Robert H. Iseman, Esq. f94IS3l} Mary Callahan, Esq. Page 4 August 7, 2014 bee: (00941831) Alan Guerci, Esq. David DeCerbo, Esq. Alan D. Guerci, MD. President and Chief Executive orn Catholic Health Services of Lang Island Hosnital Annointmenls; Attending Physician, Johns Hopkins Hospital (19831992) Director, Coronary Care Unit, Johns Hopkins Hospital (1984- 1992) Director of Research, St. Francis Hospital, Roslyn, New York (19921999) Executive Vice President for Medical Affairs, St Francis Hospitni, Ruslyn, New York (1992 1999) Member, Board of Directors, Catholic Health Services of Long Island (1998- 1999) Chairman, Qualily Improvement Committee, Catholic Health Services of Long Island (1998 1999) Acting Medical Director, Long Island Health Network (1998- 1999) Chairman, Clinical Integration Subcommittee, Ling Island Health Network (1998 1999) President and CEO, St. Francis Hospital, Roslyn, NY (1999 Present) President and CEO, Mercy Medical Center, Rockville Center, NY (2005 YresenE) President and CEO, St. Joseph Hospital, Bethpage, NY (2011-Present) President and CEO, Catholic Health Services of Long Island, Rockvillc Centre, NY (2013 -Present) President and CEO, St. Charles Hospital, Port Jefferson, NY (2013 Present) President and CEO, Good Samarilan Medical Center, West isiip, NY (2013 Present) President and CEO, SL. Catherine of Siena Medical Center, Smithtown, NY (2013 Present) Societies: Member, Council on Emergency Cardiac Care American Coflege of Cardiology (1991 1997) Member, Council for Clinical Cardiology American Heart Association (1989 Present) Member, ACLS National Faculty American Heart Association (1990 1992) Member, Emergency Cardiac Care Committee, Maryland Affiliate, American Heart Association (1990- 1992) RESOLUTION RESOLVED, that the Public Health and Health Planning Council, on this 2nd day of October, 2014, approves the filing of the Certificate of Incorporation of The St. Joseph Hospital Foundation, dated August 7, 2014. Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Apex Licensed Home Care Agency, LLC Brooklyn Kings Limited Liability Company 2148-L Description of Project: Apex Licensed Home Care Agency, LLC, a limited liability company, requests approval to obtain licensure as a home care services agency under Article 36 of the Public Health Law. The sole member of Apex Licensed Home Care Agency, LLC is: Joseph Steinfeld, 100% Administrator, Amazing Home Care A search of the individual named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. The applicant proposes to serve the residents of the following counties from an office located at 687 Broadway, 2nd Floor, Suite 1, Brooklyn, New York 11206: Bronx Queens Kings Richmond New York Westchester The applicant proposes to provide the following health care services: Nursing Physical Therapy Nutrition Home Health Aide Occupational Therapy Homemaker Personal Care Medical Social Services Housekeeper Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval August 15, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Arvut Home Care, Inc. Staten Island Richmond For-Profit 2000-L Description of Project: Arvut Home Care, Inc., a for-profit corporation, requests approval to obtain licensure as a home care services agency under Article 36 of the Public Health Law. The applicant has authorized 200 shares of stock, which are owned as follows: Yaagu Dadashev – 100 shares Karina Mogilevskiy – 100 shares The Board of Directors of Arvut Home Care, Inc., comprises the following individuals: Yaagu Dadashev – President President, YY Technical Service, Inc. Karina Mogilevskiy, PCA – Vice President Communication Director, SP Orthotic Surgical and Medical Supply A search of the individuals named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. The applicant proposes to serve the residents of the following counties from an office located at 698 Barclay Avenue, Staten Island, New York 10312: Bronx Queens Kings Nassau New York Richmond The applicant proposes to provide the following health care services: Nursing Nutrition Home Health Aide Homemaker Personal Care Physical Therapy Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval August 13, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Attentive Licensed Home Care Agency, LLC Jamaica Queens Limited Liability Company 2147-L Description of Project: Attentive Licensed Home Care Agency, LLC, a limited liability company, requests approval to obtain licensure as a home care services agency under Article 36 of the Public Health Law. The sole member of Attentive Licensed Home Care Agency, LLC is: Moshe Bloom, 100% COO, Amazing Home Care A search of the individual named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. The applicant proposes to serve the residents of the following counties from an office located at 146-19 Archer Avenue, 2nd Floor, Suite 201, Jamaica, New York 11435: Bronx Queens Kings Richmond New York Nassau The applicant proposes to provide the following health care services: Nursing Physical Therapy Nutrition Home Health Aide Occupational Therapy Homemaker Personal Care Medical Social Services Housekeeper Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval August 15, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Beautiful Day Home Care, Inc. Auburn Cayuga For-Profit Corporation 2136-L Description of Project: Beautiful Day Home Care, Inc., a business corporation, requests approval to obtain licensure as a home care services agency under Article 36 of the Public Health Law. The applicant has authorized 200 shares of stock which are owned as follows: Kelley A. Baratta owns 90 shares and Anne M. Currier owns 10 shares. The remaining one hundred shares are unissued. The Board of Directors of Beautiful Day Home Care, Inc. comprises the following individuals: Kelley A. Baratta, Pres., VP, Sec., Tr. Self- employed consultant Anne M. Currier, L.P.N., Board Member Staff Nurse, ElderChoice, Inc. Michael T. Baratta, Board Member Manager, Takeda Pharmaceuticals, Inc. A search of the individuals named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. The Office of the Professions of the State Education Department indicates no issues with the license of the health care professional associated with this application. The applicant proposes to serve the residents of the following counties from an office to be located in Cayuga County: Cayuga Tompkins Onondaga Cortland Oswego Seneca The applicant proposes to provide the following health care services: Nursing Homemaker Home Health Aide Housekeeper Personal Care Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Contingent Approval Date: July 23, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Best Professional Home Care Agency, Inc. Brooklyn Kings For-Profit Corporation 2134-L Description of Project: Best Professional Home Care Agency, Inc., a business corporation, requests approval to obtain licensure as a home care services agency under Article 36 of the Public Health Law. The applicant has authorized 200 shares of stock which are owned as follows: Shahnoza Yuldasheva owns 80 shares, Gulchehra Yuldasheva owns 60 shares and Habib Muhammed owns 60 shares. The Board of Directors of Best Professional Home Care Agency, Inc. is comprised of: Shahnoza Yuldasheva, HHA, Chairwoman Head Teacher, Group Family Day Care Center Gulchehra Yuldasheva, HHA, PCA Secretary and Treasurer Home Health Aide, Association for Services for the Aged Habib Muhammed, HHA, PCA Vice Chairman Social Worker, Group Family Day Care Center A search of the individuals named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. The applicant proposes to serve the residents of the following counties from an office located at: 1002 Ditmas Avenue, Apt. 2J, Brooklyn, New York 11218 Bronx Kings Queens New York Richmond The applicant proposes to provide the following health care services: Nursing Personal Care Homemaker Housekeeper Review of the Disclosure Information indicates that the applicant has no affiliations with other health care facilities. Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Contingent Approval Date: August 20, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: CNY Helpers, LLC d/b/a Home Helpers & Direct Link #58740 Camden Oneida Limited Liability Company 2371L Description of Project: CNY Helpers, LLC d/b/a Home Helpers & Direct Link #58740, requests approval to obtain licensure as a home care services agency under Article 36 of the Public Health Law. CNY Helpers, LLC has proposed to operate as a Franchisee of H. H. Franchising Systems, Inc. The managing member of CNY Helpers, LLC will be Ronald Scales. The members of CNY Helpers, LLC d/b/a Home Helpers & Direct Link #58740 comprise of the following individuals: Ronald D. Scales - President - 90% Retired Formerly a NYS EMS Paramedic President-Operator/New England Style Market Owner-Operator/Camden Country Clean Karen M. Scales - Vice-President - 10% Account Manager/Keurig Green Mountain Sales Consultant/NRM Territory Manager/Keurig Green Mountain A search of the individuals named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. The applicant proposes to serve the residents in the following counties from an office located at 9721 Mill Street, Camden, NY. Oneida Madison Onondaga Oswego The applicant proposes to provide the following health care services: Nursing Homemaker Occupational Therapy Nutrition Services Home Health Aide Housekeeper Speech-Language Therapy Respiratory Services Personal Care Physical Therapy Medical Social Services Audiology Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency: Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval August 5, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: EOM Services, Inc. d/b/a BrightStar of South Brooklyn Brooklyn Kings For Profit Corporation 2123-L Description of Project: EOM Services, Inc. d/b/a BrightStar of South Brooklyn, a business corporation, requests approval to obtain licensure as a home care services agency under Article 36 of the Public Health Law. EOM Services, Inc. d/b/a BrightStar of South Brooklyn is an existing companion care agency operating under a franchise agreement with BrightStar Franchising, LLC. The applicant has authorized 200 shares of stock which are owned as follows: Abe Esses owns 10 shares and Raymond Esses owns 10 shares. 180 shares remain unissued. The members of the Board of Directors of EOM Services, Inc. d/b/a BrightStar of South Brooklyn comprise the following individuals: Abe Esses, Chairperson, Treasurer President, BrightStar of South Brooklyn Raymond Esses, Vice Chairperson, Secretary Vice President, BrightStar of South Brooklyn A search of the individuals named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. The applicant proposes to serve the residents of the following counties from an office located at 813 Quentin Road, Suite 105, Brooklyn, New York 11223: Kings Bronx Queens Richmond New York The applicant proposes to provide the following health care services: Nursing Physical Therapy Speech Language Pathology Medical Social Services Home Health Aide Occupational Therapy Homemaker Personal Care Respiratory Therapy Housekeeper Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Contingent Approval Date: August 6, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Clear Waters Home Care Services, LLC New Hampton Orange Limited Liability Company 1980-L Description of Project: Clear Waters Home Care Services, LLC, a limited liability company, requests approval to obtain licensure as a home care services agency under Article 36 of the Public Health Law. The members of the Clear Waters Home Care Services, LLC comprises the following individuals: Charles Andoh – 50% - CEO Quality Assurance Manager, Pfizer Pharmaceuticals Folake Latinwo, HHA – 50% - President and COO Home Health Aide, Private Patient A search of the individuals named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. A search of the individual named above on the New York State Home Care Registry revealed that the individual is certified as a HHA, and has no convictions or findings. The applicant proposes to serve the residents of the following counties from an office located at 144 Gardnerville Road, New Hampton, New York 10958: Bronx Orange Westchester The applicant proposes to provide the following health care services: Nursing Home Health Aide Personal Care Homemaker Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval August 11, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Gentle Hands Agency, Inc. Bronx Bronx For-Profit Corporation 2038L Description of Project: Gentle Hands Agency, Inc., a business corporation, requests approval to obtain licensure as a home care services agency under Article 36 of the Public Health Law. Gentle Hands Agency, Inc. has authorized 2000 shares of stock. The shareholders comprise the following individuals: Catherine Williams, HHA, 1000 shares Akosua U. Sarpong, RN, 4 shares Justin Williams, 996 shares The Board of Directors of Gentle Hands Agency, Inc. is comprised of the following individuals: Catherine Williams, HHA, Director Retired Jacqueline U. Suh, Secretary Academic Supervisor, Catholic Guild for the Blind Justin Williams, Co-Director Driver, Gotham Yellow, LLC Martha Wilson, Treasurer Retired A search of the individuals named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. The Office of the Professions of the State Education Department indicates no issues with the license of the medical professional associated with this application. A search of the New York State Home Care Registry revealed that Catherine Williams is certified as a HHA and has no convictions or findings. The applicant proposes to serve the residents of the following counties from an office located at 1740 Grand Avenue, Suite 314, Bronx, New York 10453 Bronx New York Queens Kings Richmond The applicant proposes to provide the following health care services: Nursing Physical Therapy Speech-Language Pathology Nutrition Home Health Aide Respiratory Therapy Audiology Homemaker Personal Care Occupational Therapy Medical Social Services Housekeeper Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval August 19, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Joyful NY, LLC d/b/a Joyful Home Care Services Centereach Suffolk Limited Liability Company 2104-L Description of Project: Joyful NY, LLC d/b/a Joyful Home Care Services, a limited liability company, requests approval to obtain licensure as a home care services agency under Article 36 of the Public Health Law. The members of Joyful NY, LLC d/b/a Joyful Home Care Services are as follows: Joy Mekkatte, 40% President/Property Manager, CRB Construction of NY Corp. Jancy Joy, R.T., 30% Respiratory Therapist, Stonybrook University Medical Center Christina Joy, 30% Full time graduate student A search of the individuals named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. The Office of the Professions of the State Education Department indicates no issues with the license of the health care professional associated with this application. The applicant proposes to serve the residents of the following counties from an office located at 1344 Middle Country Road, Centereach, New York 11720: Suffolk Nassau Queens The applicant proposes to provide the following health care services: Nursing Homemaker Personal Care Housekeeper Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Contingent Approval Date: July 21, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Reliance Home Care, Inc. New York New York For-Profit Corporation 2066-L Description of Project: Reliance Home Care, Inc., a business corporation, requests approval to obtain licensure as a home care services agency under Article 36 of the Public Health Law. The applicant has authorized 200 shares of stock which are owned as follows: Mei Xing Su, 140 shares Managing Director, Amy HC Consulting, Inc. Wei Pang Koek, 30 shares Marketing Coordinator, Metropolitan Jewish Health Systems Carline Joseph, R.N., A.N.P., 30 shares Clinical Director, Valucare, Inc. The Board of Directors of Reliance Home Care, Inc. comprises the following individuals: Mei Xing Su, President (disclosed above) Wei Pang Koek, Vice President (disclosed above) Carline Joseph, R.N., A.N.P., Secretary (disclosed above) Soon Keat Nyu, Treasurer Staff Accountant, Valucare, Inc. Abosede Akingbade, R.N., Compliance Officer Director of Patient Services, American Business Institute Corp. A search of the individuals named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. The Office of the Professions of the State Education Department indicates no issues with the licenses of the health care professionals associated with this application. The applicant proposes to serve the residents of the following counties from an office located at 98 Mott Street, Suite 503, New York, New York 10013: Kings Bronx Queens Richmond New York Nassau The applicant proposes to open a second office site in Nassau County in order to serve Nassau and Suffolk counties. The applicant proposes to provide the following health care services: Nursing Physical Therapy Speech Language Pathology Homemaker Home Health Aide Occupational Therapy Medical Social Services Housekeeper Personal Care Respiratory Therapy Nutrition Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Contingent Approval Date: July 18, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Taconic Innovations, Inc. Mount Vernon Westchester Not-For-Profit Corporation 1614-L Description of Project: Taconic Innovations, Inc., a not-for-profit corporation, requests approval to obtain licensure as a home care services agency under Article 36 of the Public Health Law. The Board of Directors of Taconic Innovations, Inc. comprises the following individuals: John Ampah, PhD – Director Therapeutic Counselor, Four Winds Hospital David Haruna – Director Life Skills Coach, Deverux Foundation, Inc. Albert A. Adekanmi, RN – Director Registered Nurse, Taconic Innovations, Inc. Ali N. Sharifoon – Director Teacher’s Assistant, Mamaroneck Board of Education Mathias Oni-Eseleh – Director Executive Director, Taconic Innovations, Inc. The Office of the Professions of the State Education Department indicates no issues with the licensure of the health professional associated with this application. A search of the individuals named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. Taconic Innovations operates three Individual residential Alternative Residences and Two Group Habilitation Programs for adults. These certified sites are certified by the Office for People With Developmental Disabilities (OPWDD). The information provided by the Office for People With Developmental Disabilities has indicated that the applicant has provided sufficient supervision in the past three years to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. The applicant proposes to serve the residents of the following counties from an office located at 25-35 Beechwood Avenue, Mount Vernon, New York 10550: Westchester Dutchess The applicant proposes to provide the following health care services: Nursing Respiratory Therapy Audiology Personal Care Nutrition Housekeeper Home Health Aide Physical Therapy Homemaker Occupational Therapy Medical Social Services Speech-Language Pathology Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval August 25, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: The Terrace at Park Place, Inc. d/b/a The Terrace at Park Place Lansing Tompkins For-Profit Corporation 1787L Description of Project: The Terrace at Park Place, Inc. d/b/a The Terrace at Park Place, a business corporation, requests approval to obtain licensure as a home care services agency under Article 36 of the Public Health Law. This LHCSA will be associated with the Assisted Living Program to be operated by The Terrace at Park Place, Inc. The Terrace at Park Place, Inc. has authorized 100 shares of stock. The shareholders comprise the following individuals: Chris J. Vitale, President – 25 shares Paul Vitale – Secretary – 25 shares- James Vitale, Vice-President – 25 shares Jonathan Vitale, MD, Treasurer – 25 shares The Board of Directors of The Terrace at Park Place, Inc. is comprised of the following individuals: Chris J. Vitale, President James Vitale, Vice-President Affiliations: Seneca Lake Terrace Assisted Living Center Park Terrace at Radisson The Terrace at Newark The Terrace at Woodland Affiliations: Seneca Lake Terrace Assisted Living Center Park Terrace at Radisson The Terrace at Newark The Terrace at Woodland Camillus Ridge Terrace Paul Vitale – Secretary Jonathan Vitale, MD, Treasurer Family Physician, University of Illinois at Chicago/Advocate Illinois Masonic Medical Center Consultant, The Terrace at Newark Affiliations: Seneca Lake Terrace Assisted Living Center Park Terrace at Radisson The Terrace at Newark The Terrace at Woodland Affiliation: The Terrace at Newark A search of the individuals named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. The applicant proposes to serve the residents of the Assisted Living Program that will be located in Tompkins County. The applicant proposes to provide the following health care services: Nursing Physical Therapy Speech-Language Pathology Nutrition Home Health Aide Respiratory Therapy Audiology Housekeeper Personal Care Occupational Therapy Medical Social Services The Office of the Professions of the State Education Department, the New York Physician Profile and the Office of Professional Medical Conduct, where appropriate, indicates no issues with the license of the medical professional associated with this application. The applicant has confirmed that the proposed financial/referral structure has been assessed in light of anti-kickback and self-referral laws, with the consultation of legal counsel, and it is concluded that proceeding with the proposal is appropriate. A seven (7) year review of the operations of the following facilities/ agencies was performed as part of this review (unless otherwise noted): Seneca Lake Terrace Assisted Living Center Park Terrace at Radisson The Terrace at Newark (2009-present) The Terrace at Woodland (2009-present) Camillus Ridge Terrace The information provided by the Division of Adult Care Facilities and Assisted Living Surveillance has indicated that the applicant has provided sufficient supervision to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. The information provided by the Division of Home and Community Based Services has indicated that the licensed home care services agencies have provided sufficient supervision to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval August 18, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Alliance Nursing Staffing of New York, Inc. Orangeburg Rockland For-Profit 2223L Description of Project: Alliance Nursing Staffing of New York, Inc., a business corporation, requests approval for a change in ownership of a licensed home care services agency under Article 36 of the Public Health Law. Alliance Nursing Staffing of New York, Inc. was previously approved as a home care services agency by the Public Health Council at its September 7, 2007 meeting and subsequently licensed as 1570L001. At that time, the applicant had authorized 300 shares of stock, which were owned as follows: Gregory Solometo – 100 Shares, Diane Sirakovsky – 100 Shares and Michele Teter – 100 shares. Through two separate Stock Purchase Agreements, both Diane Sirakovsky and Michele Teter will sell back 85 of their 100 shares of stock to the company. Through a Subscription Agreement, Justin Kohn will purchase ninety-one point five shares (91.5) of the issued and outstanding common stock of the company in a two-step process. 21.5 shares 120 days after the filing of the “Notification of Change in Stockholder Interest” and an additional 70 shares upon the Public Health and Health Planning contingent approval of this proposal. Through a Subscription Agreement, Gregory Solometo will purchase and additional seventy-eight point five shares (78.5) of the issued and outstanding common stock of the company. The applicant has proposed to increase the number of authorized shares of common stock from 300 shares to 1,000 shares through a Certificate of Amendment of the Certificate of Incorporation of Alliance Nursing Staffing of New York, Inc. The shareholders will comprise: Gregory Solometo – 178.5 shares Justin M. Kohn – 91.5 shares Diane Sirakovsky – 15 Shares Michele Teter – 15 Shares 700 shares of common stock remain unissued. The Board of Directors of Alliance Nursing Staffing of New York, Inc. comprises the following individuals: Gregory Solometo, CEO – President Justin M. Kohn, COO, CFO – Director Office Manager, Head of Operations, Alliance Nursing Staffing of New York, Inc. Diane Sirakovsky, Director of Marketing Director Michele Teter, Director of Patient Services - Director Gregory Solometo, Diane Sirakovsky, and Michele Teter are exempt from character and competence review due to the fact that he was previously approved by the Public Health Council for this operator. A search of Justin M. Kohn revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. A seven year review of the operations of Alliance Nursing Staffing of New York, Inc. was performed as part of this review. The information provided by the Division of Home and Community Based Services has indicated that the applicant has provided sufficient supervision to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. The applicant proposes to continue to serve the residents of the following counties from an office located at 55 Northern Blvd., Suite 112, Greenvale, New York 11548: Nassau Putnam Dutchess New York Rockland Westchester Suffolk Sullivan Orange The applicant proposes to provide the following health care service: Nursing Nutrition Home Health Aide Personal Care Physical Therapy Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval August 19, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Astra Home Care, Inc. d/b/a True Care Brooklyn Kings For-Profit Corporation 2294L Description of Project: Astra Home Care, Inc. d/b/a True Care, a proprietary corporation, requests approval for a change in ownership of a licensed home care services agency under Article 36 of the Public Health Law. Astra Home Care, Inc. was previously approved as a home care services agency by the Public Health Council at its November 18, 2005 meeting and subsequently licensed as1388L001. At that time, Tibor Klein was the sole shareholder. Subsequently, the Astra Home Care, Inc. submitted a notice of change in stockownership in which 9.9 shares were transferred from Tibor Klein to Marvin Rubin. The Department of Health approved this transfer of stockownership in July 2011. Astra Home Care, Inc. d/b/a True Care has authorized 100 shares of stock. The proposed shareholders comprise the following individuals: Marvin Rubin – 90 shares Tibor Klein- 10 shares The Board of Directors of Astra Home Care, Inc. is comprised of the following individuals: Tibor Klein, President/Secretary/Treasurer Marvin Rubin, Chief Executive Officer Management, Hamilton Park Nursing and Rehabilitation Center Affiliations: Astra Home Care, Inc. d/b/a True Care Crown Heights Center for Nursing and Rehabilitation (RHCF) Hamilton Park Nursing and Rehabilitation Center (RHCF) Hopkins Center for Rehabilitation (RHCF) Linden Center for Nursing and Rehabilitation (RHCF) Tibor Klein is exempt from a character and competence review for this application as an individual previously approved by the Public Health Council for this operator. The applicant proposes to continue to serve the residents of the following counties from an office located at 117 Church Avenue, Brooklyn, New York 11218 New York Bronx Kings Richmond Queens Westchester The applicant proposes to continue to provide the following health care services: Nursing Physical Therapy Medical Social Services Housekeeper Home Health Aide Speech Language Pathology Nutrition Personal Care Occupational Therapy Homemaker A search of the individuals named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. A review of the operations of the following facilities/ agencies for the time periods indicated was performed as part of this review. Astra Home Care, Inc. d/b/a True Care (LHCSA) Crown Heights Center for Nursing and Rehabilitation (RHCF) (April 2013 – present) Hamilton Park Nursing and Rehabilitation Center (RHCF) (December 2012 – present) Hopkins Center for Rehabilitation (RHCF) (March 2012 – present) Linden Center for Nursing and Rehabilitation (RHCF) (May 2013 – present) The information provided by the Division of Home and Community Based Services has indicated that the Licensed Home Care Services Agency has provided sufficient supervision to prevent harm to the health, safety and welfare of patients and to prevent recurrent code violations. The information provided by the Bureau of Quality Assurance for Nursing Homes has indicated that the residential health care facilities have provided sufficient supervision to prevent harm to the health, safety and welfare of patients and to prevent recurrent code violations. Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval August 26, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Bridgewood, LLC d/b/a New Fordham Arms Assisted Living LHCSA Bronx Bronx Limited Liability Company 2267-L Description of Project: Bridgewood, LLC d/b/a New Fordham Arms Assisted Living LHCSA, a limited liability company, requests approval for a change in membership of a licensed home care services agency under Article 36 of the Public Health Law. . This LHCSA is associated with Fordham Arms Home for Adults Assisted Living Program. The applicant has submitted a Certificate of Need application for an identical change in membership of the Adult Home. Bridgewood, LLC d/b/a New Fordham Arms Assisted Living LHCSA was previously approved as a home care services agency by the Public Health and Health Planning Council at its October 17, 2011 meeting and subsequently licensed as 1686L001. At that time it was solely owned by Charles Scharf. The purpose of this application is for Mr. Scharf will transfer 50% of his membership interest to Willy Beer through a Membership Interest Sale and Assignment Agreement. The members of the Bridgewood, LLC d/b/a New Fordham Arms Assisted Living comprise the following: Charles Scharf, Co-Managing Member – 50% Willy Beer, Co-Managing Member – 50% Managing Member, The Battery Group, LLC Managing Member, Bronxwood Management, LLC Affiliations:  Anna Erika Assisted Living (7/03-05/09)  Bronxwood Management, LLC Charles Scharf is exempt from Character and Competence as an individual previously approved by the Public Health and Health Planning Council for this operator. A search of the name Willy Beer revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. A 7 year review of the operations of the following facilities was performed as part of this review (unless otherwise noted):    Anna Erika Assisted Living (2006 – May 2009) Fordham Arms Home for Adults Assisted Living Program Bridgewood, LLC d/b/a New Fordham Arms Assisted Living LHCSA The information provided by the Division of Assisted Living has indicated that the applicant has provided sufficient supervision to prevent arm to the health, safety and welfare of residents and to prevent recurrent code violations. The information provided by the Division of Home and Community Based Services has indicated that the applicant has provided sufficient supervision to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. The applicant proposes to continue to serve the residents of the following counties from an office located at 2915 Williamsbridge Road, Bronx, New York 10467. Queens Kings New York Bronx Richmonc The applicant proposes to continue to provide the following health care services: Nursing Occupational Therapy Home Health Aide Physical Therapy Personal Care Homemaker Speech-Language Pathology Housekeeper Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval July 23, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Baywood, LLC d/b/a Plan and Partner Home Healthcare Staten Island Richmond Limited Liability Company 2303-A Description of Project: Baywood, LLC d/b/a Plan and Partner Home Healthcare, a limited liability company, requests approval for a change in membership of a limited licensed home care services agency under Article 36 of the Public Health Law. . This Limited LHCSA is associated with Harbor Terrace Adult Home and Assisted Living Program. The applicant has submitted a Certificate of Need application for an identical change in membership of the Adult Home and Change of Ownership Application for the Licensed Home Care Services Agency. Baywood, LLC d/b/a Plan and Partner Home Healthcare was previously approved as a home care services agency by the Public Health Council at its March 13, 2009 meeting and subsequently licensed as 1604A001. At that time it was solely owned by Daniel Stern. The purpose of this application is for Mr. Stern will transfer 95% of his membership interest to HT ACF Management, LLC through a Membership Interest Sale and Assignment Agreement. The members of the Baywood, LLC d/b/a Plan and Partner Home Healthcare comprise the following: HT ACF Management, LLC – 95% Daniel Stern, Managing Member – 5% Daniel Stern is exempt from Character and Competence as an individual previously approved by the Public Health Council for this operator. The members of the HT ACF Management, LLC comprise the following individuals: Willy Beer, Managing Member – 50% Managing Member, The Battery Group, LLC Managing Member, Bronxwood Management, LLC Affiliations:  Anna Erika Assisted Living (7/03-05/09)  Bronxwood Management, LLC Charles Scharf, Member – 25% Executive Director, Bronxwood Management, LLC Executive Director, Bronxwood Home for the Aged, Inc. CEO, Restorative Management Corp. Affiliations:  Anna Erika Assisted Living (7/03-05/09)  New Fordham Arms Assisted Living Adult Home and Assisted Living Program David Scharf, NHA, Member – 25% CFO, Restorative Management Corp. A search of the individuals named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. The Bureau of Professional Credentialing has indicated that David Scharf NHA license #01345 holds a NHA license in good standing and the Board of Examiners of Nursing Home Administrators has never taken disciplinary action against this individual or his license. At this time Mr. Scharf has placed his license on inactive status. A 7 year review of the operations of the following facilities was performed as part of this review (unless otherwise noted):      Anna Erika Assisted Living (2006 – May 2009) Fordham Arms Home for Adults Assisted Living Program Bridgewood, LLC d/b/a New Fordham Arms Assisted Living LHCSA Harbor Terrace Adult Home and Assisted Living Program Baywood, LLC d/b/a Plan and Partner Home Healthcare The information provided by the Division of Assisted Living indicated that the applicant has provided sufficient supervision to prevent arm to the health, safety and welfare of residents and to prevent recurrent code violations. The information provided by the Division of Home and Community Based Services has indicated that the applicant has provided sufficient supervision to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. The applicant proposes to continue to serve the residents of Richmond County from an office located at 110 Henderson Avenue, Staten Island, New York 10301. The applicant proposes to continue to provide the following health care services: Nursing Personal Care Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval July 23, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Baywood, LLC d/b/a Plan and Partner Home Healthcare Staten Island Richmond Limited Liability Company 2303-L Description of Project: Baywood, LLC d/b/a Plan and Partner Home Healthcare, a limited liability company, requests approval for a change in membership of a licensed home care services agency under Article 36 of the Public Health Law. . This LHCSA is associated with Harbor Terrace Adult Home and Assisted Living Program. The applicant has submitted a Certificate of Need application for an identical change in membership of the Adult Home and Change of Ownership Application for the Limited Licensed Home Care Services Agency. Baywood, LLC d/b/a Plan and Partner Home Healthcare was previously approved as a home care services agency by the Public Health Council at its March 13, 2009 meeting and subsequently licensed as 1604L001. At that time it was solely owned by Daniel Stern. The purpose of this application is for Mr. Stern will transfer 95% of his membership interest to HT ACF Management, LLC through a Membership Interest Sale and Assignment Agreement. The members of the Baywood, LLC d/b/a Plan and Partner Home Healthcare comprise the following: HT ACF Management, LLC – 95% Daniel Stern, Managing Member – 5% Daniel Stern is exempt from Character and Competence as an individual previously approved by the Public Health Council for this operator. The members of the HT ACF Management, LLC comprise the following individuals: Willy Beer, Managing Member – 50% Managing Member, The Battery Group, LLC Managing Member, Bronxwood Management, LLC Affiliations:  Anna Erika Assisted Living (7/03-05/09)  Bronxwood Management, LLC Charles Scharf, Member – 25% Executive Director, Bronxwood Management, LLC Executive Director, Bronxwood Home for the Aged, Inc. CEO, Restorative Management Corp. Affiliations:  Anna Erika Assisted Living (7/03-05/09)  New Fordham Arms Assisted Living Adult Home and Assisted Living Program David Scharf, NHA, Member – 25% CFO, Restorative Management Corp. A search of the individuals named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. The Bureau of Professional Credentialing has indicated that David Scharf NHA license #01345 holds a NHA license in good standing and the Board of Examiners of Nursing Home Administrators has never taken disciplinary action against this individual or his license. At this time Mr. Scharf has placed his license on inactive status. A 7 year review of the operations of the following facilities was performed as part of this review (unless otherwise noted):      Anna Erika Assisted Living (2006 – May 2009) Harbor Terrace Adult Home and Assisted Living Program Baywood, LLC d/b/a Plan and Partner Home Healthcare Fordham Arms Home for Adults Assisted Living Program Bridgewood, LLC d/b/a New Fordham Arms Assisted Living LHCSA The information provided by the Division of Assisted Living has indicated that the applicant has provided sufficient supervision to prevent arm to the health, safety and welfare of residents and to prevent recurrent code violations. The information provided by the Division of Home and Community Based Services has indicated that the applicant has provided sufficient supervision to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. The applicant proposes to continue to serve the residents of the following counties from an office located at 110 Henderson Avenue, Staten Island, New York 10301. Queens Kings New York Richmond The applicant proposes to continue to provide the following health care services: Nursing Physical Therapy Respiratory Therapy Home Health Aide Personal Care Medical Social Services Occupational Therapy Nutrition Speech-Language Pathology Medical Supplies Equipment and Appliances Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval July 23, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Description of Project: Healthy and Long Life Care, Inc. Maspeth Queens For Profit Corporation 2105-L Healthy and Long Life Care, Inc., a business corporation, requests approval to obtain licensure as a home care services agency under Article 36 of the Public Health Law. Healthy and Long Life Care, Inc. has authorized 200 shares of stock which are owned solely by Chun Kam Chun. The members of the Board of Directors of Healthy and Long Life Care, Inc. comprise the following individual: Chun Kam Chun, HHA, PCA, President Coordinator/Marketer, Hopeton Care, Inc. A search of the individual named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. The applicant proposes to serve the residents of the following counties from an office located at 60-72 60th Avenue, Maspeth, New York 11378: New York Bronx Kings Richmond Queens Nassau The applicant proposes to provide the following health care services: Nursing Physical Therapy Audiology Nutrition Home Health Aide Occupational Therapy Speech-Language Pathology Homemaker Personal Care Respiratory Therapy Medical Social Services Housekeeper Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Contingent Approval Date: August 28, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Supreme Homecare Agency of NY, Inc. Brooklyn Kings For-Profit Corporation 1935-L Description of Project: Supreme Homecare Agency of NY, Inc., a business corporation, requests approval to obtain licensure as a home care services agency under Article 36 of the Public Health Law. The applicant has authorized 200 shares of stock which are owned solely by Robert Izsak. The Board of Directors of Supreme Homecare Agency of NY, Inc. comprises the following individual: Robert Izsak, President Owner, Rizarro Real Estate Management Affiliations: Hollis Park Manor Nursing Home (11/01/12 – present) Affinity Skilled Living & Rehabilitation Center (01/01/08 – present) A search of the individual named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. The applicant proposes to serve the residents of the following counties from an office located at 3030 Ocean Avenue, Brooklyn, New York 11235: New York Bronx Kings Richmond Queens Westchester The applicant proposes to provide the following health care services: Nursing Physical Therapy Speech Language Pathology Nutrition Home Health Aide Occupational Therapy Audiology Homemaker Personal Care Respiratory Therapy Medical Social Services Housekeeper A review of the following facilities was conducted as part of this review for the time periods indicated: Hollis Park Manor Nursing Home (11/01/12 – present) Affinity Skilled Living & Rehabilitation Center (01/01/08 – present) The information provided by the Bureau of Nursing Homes Quality and Surveillance has indicated that the residential health care facilities reviewed have provided sufficient supervision to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Contingent Approval Date: September 4, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Ameritech Homecare Solutions, LLC d/b/a PC Aide Plus Ridgewood Queens Limited Liability Company 2212-L Description of Project: Ameritech Homecare Solutions, LLC, a limited liability company, requests approval for a change in ownership of a licensed home care services agency under Article 36 of the Public Health Law. PC Aides Plus, Inc., a business corporation, was previously approved as a home care services agency by the Public Health Council at its March 2, 2007 meeting and subsequently licensed as 1495L001. PC Aides Plus, Inc. submitted a 90 day transfer which was approved in April, 2011 for a change in shareholder interest. At this time, Soundaram Som is the sole shareholder of PC Aides Plus, Inc. Ameritech Homecare Solutions, LLC purposes to purchase PC Aides Plus, Inc. through a Stock Purchase Agreement. The members of Ameritech Homecare Solutions, LLC d/b/a PC Aide Plus comprise the following individuals: Pooja Thaker – Member – 50% Pharmacist, One Source Homecare Supplies Payal Thaker – Member – 25% Unemployed Jayant K. Thaker, Pharmacist – Member – 25% Director of Pharmacy & Home Medical Equipment, One Source Homecare Supplies A search of the individuals named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. The Office of the Professions of the State Education Department indicates no issues with the license of the medical professional associated with this application. The applicant proposes to serve the residents of the following counties from an office located at 62-26 Myrtle Avenue, Suite 102, Ridgewood, New York 11385. Bronx Queens Kings Richmond New York Westchester The applicant proposes to provide the following health care services: Nursing Personal Care Home Health Aide Homemaker Housekeeper Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval August 13, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: A & T Healthcare, LLC New City Rockland Limited Liability Company 2496-L Description of Project: A & T Healthcare, LLC, a limited liability company, requests approval for a change in ownership of a licensed home care services agency under Article 36 of the Public Health Law. A & T Healthcare, LLC was previously approved as a home care services agency by the Public Health Council at its October 22, 1999 meeting and subsequently licensed as 0935001-0935L005. At that time, Toni Babington was the sole member of the LLC. In accordance with the Last Will and Testament of Toni Babington, A & T Healthcare, LLC is submitted an application to change the ownership of A & T Healthcare, LLC to the Marital Trust of Toni Babington. The Board of Directors of A & T Healthcare, LLC comprises the following individuals: Margaret A. Onody – President Vice President, A & T Healthcare, LLC Vice President, A & T Healthcare of N.J., Inc. Vice President, A & T Certified Home Care, LLC Tom T. Babington – Vice President VP Sales and Marketing, A & T Healthcare, LLC VP Sales and Marketing, A & T Healthcare of N.J., Inc. VP Sales and Marketing, A & T Certified Home Care, LLC Carol E. Ianiro – Secretary Vice President of Scheduling, A & T Healthcare, LLC Vice President of Scheduling, A & T Healthcare of N.J, Inc. Vice President of Scheduling, A & T Certified Home Care, LLC The Trustees of The Marital Trust of Toni Babington are following individuals: Margaret A. Onody - Trustee (Previously Disclosed) Lowell T. Babington – Trustee 401K Coordinator, A & T Healthcare, LLC A search of the individuals named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. A seven year review was conducted for the following healthcare facilities:    A & T Healthcare, LLC A & T Healthcare of N.J., Inc. A & T Certified Home Care, LLC The information provided by the Division of Home and Community Based Services has indicated that the applicant has provided sufficient supervision to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. The information provided by the State of New Jersey has indicated that the A & T Healthcare of N. J., Inc. is up-to-date with their registration, they have had no complaints against this agency and that no enforcement actions have been taken against this agency. The applicant proposes to continue to serve the residents of the following counties from an office located at 339 North Main Street, New City, New York 10956: Dutchess Rockland Nassau Suffolk Orange Westchester Putnam Bronx The applicant proposes to continue to serve the residents of the following counties from an office located at 20 Route 17K, Newburgh, New York 12550: Dutchess Sullivan Orange Putnam Ulster The applicant proposes to continue to serve the residents of the following counties from an office located at 274 Madison Avenue, Room 1301, New York, New York 10016: Bronx Kings New York Richmond Queens The applicant proposes to continue to serve the residents of the following counties from an office located at 344 E. Main Street, Suite 202, Mount Kisco, New York 10549: Dutchess Orange Putnam Westchester Bronx The applicant proposes to continue to serve the residents of the following counties from an office located at 79 North Front Street, Kingston, New York 12401: Dutchess Greene Sullivan Ulster The applicant proposes to provide the following health care services: Nursing Personal Care Nutritional Housekeeping Home Health Aide Physical Therapy Occupational Therapy Homemaker Medical Social Services Speech Language Pathology Respiratory Therapy Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval September 5, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Heathwood Assisted Living at Williamsville, Inc. Williamsville Erie For-Profit Corporation 2219-L Description of Project: Heathwood Assisted Living at Williamsville, Inc., a business corporation, requests approval for a change in ownership of a Licensed Home Care Services Agency (LHCSA) under Article 36 of the Public Health Law. This LHCSA is associated with Heathwood Health Care Center, Inc. d/b/a ElderWood Assisted Living at Heathwood and their Assisted Living Program (ALP). Heathwood Health Care Center, Inc. d/b/a ElderWood Assisted Living at Heathwood was previously approved as a home care services agency by the Public Health and Health Planning Council at its August 4, 2011 meeting and subsequently licensed as 1910L001. At that time the sole shareholder was Robert Chur. The purpose of this proposal is to purchase the existing Licensed Home Care Services Agency and continue to serve the patients of the Assisted Living Program. A corresponding application for a change of ownership of the Assisted Living Program has been submitted to the Division of Assisted Living. The applicant has authorized 200 shares of stock which are owned as follows: Carla C. Suero – 10 shares 190 shares of stock remain unissued. The Board of Directors of Heathwood Assisted Living at Williamsville, Inc. comprises the following individual: Carla C. Suero, President Director of Assisted Living Operations, Elderwood Senior Care A search of the individual named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. The Bureau of Professional Credentialing has indicated that Carla Suero NHA license #04423 placed her license on inactive status. While her NHA license was active it was in good standing and the Board of Examiners of Nursing Home Administrators has never taken disciplinary action against this individual or her license. The applicant proposes to continue to serve the residents of Erie County from an office located at 815 Hopkins Road, Williamsville, New York 14221. The applicant proposes to continue to provide the following health care services: Nursing Occupational Therapy Home Health Aide Medical Social Services Physical Therapy Nutrition Speech-Language Pathology Housekeeper Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval August 26, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Intergen Health, LLC Bronx Bronx Limited Liability Company 2231-L Intergen Health, LLC, a limited liability company, requests approval to transfer membership interests of a licensed home care services agency (LHCSA) under Article 36 of the Public Health Law. Intergen Health, LLC, was previously approved as a home care services agency by the Public Health and Health Planning Council at its December 14, 2011 meeting and was subsequently licensed as 1763L001. At that time, ownership of the LLC consisted of Jason Newman with 25% and Esther Kazanovsky with 75% of membership interest. There were two notifications of membership transfers approved by the Department which resulted in the membership of Intergen Health, LLC consisting of Jason Newman with 91%, Abraham Grossman with 4.5% and Meyer Greisman with 4.5% membership interest. Intergen Health, LLC, is requesting approval to transfer additional membership interests from Jason Newman to Abraham Grossman and Meyer Greisman. Jason Newman will transfer 33% of his membership interest to Abraham Grossman and 33% membership interest to Meyer Greisman. Upon completion of this transfer, Meyer Greisman and Abraham Grossman will each own 37.5% and Jason Newman will own 25%. The membership of Intergen Health, LLC comprises the following individuals: Abraham Grossman – Member - 37.5% Retired Meyer Greisman, NHA – Member - 37.5% Owner/Towne Nursing Staff Inc. Affiliations: Amazing Home Care Services Affiliations: Amazing Home Care Services Jason Newman – Member - 25% Jason Newman is exempt from a character and competence review due to the fact that he was previously approved by the Public Health and Health Planning Council for this operator. A search of the individuals named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. The Bureau of Professional Credentialing has indicated that Meyer Greisman, held a NHA license in good standing and that the Board of Examiners of Nursing Home Administrators has never taken disciplinary action against this individual or his license. Mr. Greisman received his NHA license in 1976 and it is voluntarily inactive. The applicant proposes to serve the residents of the following counties from an office located at 1601 Bronxdale Avenue, Bronx, NY 10462. Bronx Queens Kings Nassau New York Richmond The applicant proposes to provide the following health care services: Nursing Nutrition Physical Therapy Occupational Therapy Home Health Aide Homemaker Speech-Language Pathology Personal Care Aide Housekeeper Medical Social Services A 7 year review of the operations of the Amazing Home Care Services, LLC (a LHCSA) was performed as part of this review: The Information provided by the Division of Home and Community Based Services has indicated that the Licensed Home Care Services Agency reviewed has provided sufficient supervision to prevent harm to the health, safety and welfare of patients and to prevent recurrent code violations. Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency: Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval August 21, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Two K Management Corp. d/b/a Family Aides Home Care Hicksville Nassau For-Profit-Corporation 2309-L Description of Project: Two K Management Corp. d/b/a Family Aides Home Care, a business corporation, requests approval for a change in ownership of a licensed home care services agency under Article 36 of the Public Health Law. Family Aides, Inc. was previously approved as a home care services agency by the Public Health Council at its November 14, 2008 meeting and subsequently licensed as 1662L001-1662L005. Family Aides, Inc. subsequently surrendered 1662L0002 and 1662L005 to the Department of Health. Two K Management Corp. d/b/a Family Aides Home Care proposes to purchase Family Aides, Inc. through an Asset Purchase Agreement. Two K Management Corp. d/b/a Family Aides Home Care has authorized 200 shares of stock, which are owned as follows: Kathleen M. Crimi – 100 Shares Kristine H. Mais – 100 Shares The proposed Board of Directors of Two K Management Corp. d/b/a Family Aides Home comprises the following individuals: Kathleen M. Crimi – Director, CEO, President & Secretary President, Family Aides, Inc. Kristine H. Mais – Director, Vice President- Finance & Treasurer Vice President – Finance, Family Aides, Inc. Affiliation:  Director, Family Aides, Inc. (2012-Present) Affiliation:  Director, Family Aides, Inc. (2012-Present) A search of the individuals named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. A review of Family Aides, Inc. was conducted from January 2012 through the present. The information provided by the Division of Home and Community Based Services has indicated that the applicant has provided sufficient supervision to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. The applicant proposes to continue to serve the residents of the following counties from an office located at 120 West John Street, STE B, Hicksville, New York 11801. Nassau Suffolk Queens Westchester The applicant proposes to continue to serve the residents of the following counties from an office located at 91-31 Queens Avenue, STE H, Elmhurst, New York 11373. Bronx Kings New York Queens Richmond The applicant proposes to continue to serve the residents of the following county from an office located at 1 S Ocean Avenue, Patchogue, New York 11772. Suffolk The applicant proposes to continue to provide the following health care services: Nursing Homemaker Home Health Aide Housekeeper Personal Care Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval August 13, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Senior Care Connection, Inc. d/b/a Eddy SeniorCare Schenectady Schenectady Not-For-Profit Corporation 2423-L Description of Project: Senior Care Connection, Inc. d/b/a Eddy SeniorCare, a not-for-profit corporation, requests approval for a change in ownership of a licensed home care services agency under Article 36 of the Public Health Law. Senior Care Connection, Inc. d/b/a Eddy SeniorCare was previously approved as a home care services agency by the Public Health Council at its September 19, 2003 meeting and subsequently licensed as 1220L001. Senior Care Connection, Inc. d/b/a Eddy SeniorCare is also approved as a program of all-inclusive care for the elderly (PACE) service to individuals residing in Schenectady and Western Albany County. The current proposal seeks approval for a change in controlling person as described below. There will be no changes to the geographic service area, or the scope of services provided by Senior Care Connection, Inc. d/b/a Eddy SeniorCare as a result of this transaction. This change in controlling person also affects the following Article 36-licensed agencies that are affiliated with St. Peter’s Health Partners, and separate applications are simultaneously being submitted under separate cover:  Eddy Licensed Home Care Agency (2424-L)  Home Aide Services of Eastern New York, Inc. DBA Eddy Visiting Nurse Association (141082-E) The purpose of this application is to seek approval of a “change in controlling person” that will result when Catholic Health East, Inc. (“CHE”), its great-great-grandparent organization, and CHE Trinity, Inc., CHE’s sole member, merge into Trinity Health Corporation (“Trinity Health”). The surviving corporation will be called CHE Trinity, Inc. (“CHE Trinity”). CHE, a Pennsylvania nonprofit corporation, and Trinity Health, an Indiana nonprofit, are two national Catholic health care systems with operating entities in twenty states. CHE and Trnity Health have determined it is in the best interests of both to merge together through a two-step process. Step one involved the creation CHE Trinity, Inc., an Indiana nonprofit, which became the sole member of CHE and Trinity Health in June 2013. Step two is the merger CHE and CHE Trinty into Trinity Health, with the surviging corporation to be called CHE Trinity, Inc. CHE, Trinity Health, and CHE Trinity, Inc., currently have mirror boards. Of the 19 individuals on these boards, two are current or former board members of St. Peter’s Health Partners (SPHP) and St. Peter’s Health Care Services and the others have served on the CHE board. CHE is the sole member of SPHP, which is the sole member of Northeast Health, Inc., which is the sole member of LTC (Eddy), Inc., which is the sole member of each of the Article 36 Entities. The proposed Board Members of CHE Trinity, Inc. comprises the following individuals: Kevin Barnett – Director Senior Investigator, Public Health Institute Suzanne T. Brennan, CSC – Director President and Executive Director, Holy Cross Ministries James D. Bentley, Ph.D. – Director Retired Joseph Betancourt, MD – Director Physician, Massachusetts General Hospital Affiliations:  Board Member, Catholic Health East (5/13 – Present)  Board Member, Holy Cross Hospital (2003 – 2008)  Board Member, Trinity Health (2010 – Present) Affiliations:  Board Member, Trinity Health (2012 – Present)  Board Member, Neighborhood Health Plan (2013 – Present) George M. Philip, Esq. – Director Retired Melanie C. Dreher, Ph.D., RN – Director Dean, College of Nursing, Rush University Medical Center Affiliations:  Board Member, St. Peter’s Hospital (1992 – 2013)  Board Member, Catholic Health East (2003 – 2013) Affiliations:  Board Member, Wewmark (3/08 – Present)  Board Member, Trinity Health (2012 – 2013) Larry Warren – Director Retired Richard J. Gilfillan, MD – Director President/CEO, CHE Trinity Health, Inc. Affiliation:  Board Member, Trinity Health (2011 – 2013) Sister Kathleen Marie Popko, RN – Director President, Sisters of Providence Mary Catherine Karl, CPA – Director Retired Affiliations:  Board Member, Catholic Health East (2009 – 2013)  Board Member, Sisters of Providence Health System (2009 – 2013)  Board Member, St. Joseph of the Pines Health System, Inc. (2009 – Present)  Board Member, Mary’s Meadow at Providence Place (2009 – Present) Affiliations:  Board Member, BayCare Health System  Board Member, St. Anthony’s Hospital (2000 – 2010)  Board Member, BayCare Health System Insurance (2006 – 2010)  Board Member, Catholic Health East  Board Member, Surgical Safety Institute (2004 – Present) David Southwell – Director Retired Stanley Urban – Director Retired Affiliation:  Director/Chair, ChildServe (2002 – 2008) Affiliation:  Board Member, Adirondack Health (2007 – Present) Barbara K. Wheeley, RSM (Clinical Psychologist, MD) – Director Retired Linda J. Werthman, RSM (Master’s social work, Michigan)– Director Adjunct Associate Professor of Social Work, University of Detroit Mercy Affiliations:  Board Member, Mercy Medical, Inc. (1989 – 2013)  Board Member, Catholic Health East (2010 – 2013)  Board Member, Trinity Health (2013 – Present) Affiliation:  Board Member, Trinity Health (2009 – 2013) Roberta Waite, RN – Director Associate Professor of Nursing & Assistant Dean of Faculty Integration and Evaluation of Community Programs, Drexel University The proposed Board Members of St. Peter’s Health Partners, Northeast Health, Inc. and The Eddy comprise the following individuals: Robert J. Bylancik – Director Retired Affiliations:  Board Member, Living Resources, Inc. (2007 – 2012) Anne G. DiSarro – Director Retired Barbara D. Cottrell, Esq. – Director Chief Clerk, Rensselear County Family Court, NYS Office of Court Administration Affiliations:  Member, Board of Trustees, St. Peter’s Hospital  St. Peter’s Addiction Recovery Center (2003 – 12/07) Rev. Kenneth J. Doyle – Director Pastor of Parish, Diocesan Chancellor for Public Information, Roman Catholic Diocese of Albany Affiliation:  Board Member, St. Peter’s Hospital (2004 – 12/07) John D. Filippone, MD – Director Cardiologist, SPHP Medical Associates Harold D. Gordon, Esq. – Director Attorney, Couch White, LLP Ronald L. Guzior, CPA – Director Partner, Sax BST Advisory Network/Bollam, Sheedy Torani & Co. George Hearst III – Director Publisher/CEO, Times Union Sr. Phyllis Herbert, RN – Director Program Director – Honor Court, 820 River St. (Alcoholism/Drug Treatment) Robert W. Johnson, III, Esq. – Director Partner, Martin, Shudt, Wallace, DiLoreenzo & Johnson Beverly M. Karpiak – Director Supervisor of student teachers, College of St. Rose Michael T. Keegan – Director Regional President, Albany & Hudson Valley Division, M & T Bank John M. Lang – Director Retired Norman I. Massry – Director Principal, Massry Realty Partners Affiliation:  Board Member, St. Peter’s Hospital (2007 – 12/09) Sr. Kathleen M. Natwin – Director Retired Volunteer – Board Member, Community Outreach, Daughters of Charity, St. Louise Provence Affiliations:  Board Member, Seton Manor (2012 – Present)  Board Member/Sponsor, Catholic Health System (2002 – Present)  Board Member, Mt. St. Mary’s Hospital (2002 – Present) Curtis N. Powell – Director Vice President, Human Resources, Rensselaer Polytechnic Institute James K. Reed, MD – Director President, St. Peter’s Health Partners, Catholic Health East Affiliation:  Director, Rubin Dialysis Centers (1997 – 2011) James A. Slavin, MD – Director President/Owner, Practitioner, Burdett Orthopedics, PC Alan M. Sanders, MD – Director Senior Partner/Physician, Upstate Infectious Disease Association, LLP Chief of Department of Medicine, St. Peter’s Hospital Anthony P. Tartaglia, MD – Director Retired Affiliations:  Board Member, Unity House of Troy (2009 – Present)  President/Owner, Burdett Orthopedics (1998 – Present) Lisa M. Thorn, MD – Director Family Physician Member, Averill Park site Medical Director, Capital Care Medical Group Sr. Kathleen M. Turley – Director Leadership Team Member, Sisters of Mercy Affiliation:  Physician Member, Capital Care Medical Group, Averil Park (2006 – Present) All of the above proposed Board Members of St. Peter’s Health Partners, Northeast Health, Inc. and The Eddy comprises the following individuals are affiliated with the following entities:                   St. Peter’s Hospital of the City of Albany Our Lady of Mercy Life Center Villa Mary Immaculate d/b/a St. Peter’s Nursing and Rehabilitation Center Beverwyck, Inc. d/b/a Eddy Village Green (Terrace at Beverwyck) Eddy Licensed Home Care Agency, Inc. Glen Eddy, Inc. (Terrace at Glen Eddy) Hawthorne Ridge, Inc. Heritage House Nursing center, Inc. Home Aide Service of Eastern New York, Inc. d/b/a Eddy Visiting Nursing Association Memorial Hospital Samaritan Hospital of Troy Senior Care Connection, Inc. d/b/a Eddy SeniorCare Sunnyview Hospital and Rehabilitation Center The Capital Region Geriatric Center, Inc. d/b/a Eddy Village Green The James A. Eddy Memorial Geriatric Center, Inc. (Terrace at Eddy Memorial) The Marjorie Doyle Rockwell Center, Inc. Seton Health System, Inc. d/b/a St. Mary’s Hospital Seton Health at Schulyer Ridge Residential Healthcare A search of all of the above named board members, employers, and affiliations revealed no matches on either the Medicaid Disqualified Provider List or the Office of the Inspector General’s Provider Exclusion List. The Office of the Professions of the State Education Department, the New York State Physician Profile, and the Office of Professional Medical Conduct, where appropriate, indicate no issues with the licensure of the health professionals associated with this application. The State of Michigan’s Department of Licensing and Regulatory Affairs, Bureau of Health Care Services indicated no issue with the licensure of Linda Werthman’s Masters Social Worker License. The Bureau of Health Care Services has never taken disciplinary action against this individual or license. The applicant has confirmed that the proposed financial/referral structure has been assessed in light of anti-kickback and self-referral laws, with the consultation of legal counsel, and it is concluded that proceeding with the proposal is appropriate. A Certificate of Good Standing has been received for all attorneys. The Bureau of Professional Credentialing has indicated that Sister Mary Anne Weldon NHA license 04039, issued January 1, 1991. Her license is currently in voluntary inactive status. The Board of Examiners of Nursing Home Administrators has never taken disciplinary action against this individual or her license A seven year review of the operations of the following facilities was performed as part of this review (unless otherwise noted): Alabama Mercy Medical – Mobile County Home Care Mercy Medical – Baldwin County Home Care Mercy Medical – Mercy LIFE of Alabama (PACE) California Saint Agnes Medical Center Saint Agnes Home Health & Hospice Connecticut Saint Mary Home, Inc. – Chronic Convalescent Nursing Home Saint Mary Home, Inc. – Frances Ward Towers Residential Care Home The McAuley Center, Inc. – Assisted Living Service Agency Delaware St. Francis Hospital, Inc. d/b/a/ Saint Francis Healthcare Florida Holy Cross Hospital, Inc. Holy Cross Hospital Home Health Agency Physician Outpatient Surgery Center, LLC Mercy Hospital, Inc. BayCare Health System (10 hospitals) (2003-2013) St. Anthony’s Hospital (2000 – 2010) Georgia St. Joseph Hospital of Atlanta St. Joseph’s Foundation Mercy Senior Care St. Joseph’s Mercy Care Services, Inc. Good Samaritan Hospital, Inc. St. Mary’s Hospital St. Mary’s Health Care System, Inc. – Home Health St. Mary’s Health Care System, Inc. – Home Hospice St. Mary’s Health Care System, Inc. – Hospice House St. Mary’s Health Care System, Inc. – Assisted Living License Idaho Saint Alphonsus Regional Medical Center – Boise Saint Alphonsus Regional Medical Center – Nampa Saint Alphonsus Regional Medical Center – Baker City Nursing Facility Saint Alphonsus Regional Medical Center – Baker City Hospital Illinois Loyola Center for Home Care and Hospice Loyola University Medical Center – Hospice Agency Loyola University Medical – Ambulatory Surgical Treatment Center Gottlieb Home Health Services Gottlieb Memorial Hospital Hospice Gottlieb Memorial Hospital Pharmacy Gottlieb Memorial Hospital Pharmacy Controlled Substances Gottlieb Memorial Hospital Mammography Facility Indiana Saint Joseph’s Regional Medical Center – South Bend Campus (1/12– Present) Saint Joseph’s Regional Medical Center (1/12– Present) Saint Joseph VNA Home Care (1/12– Present) Sanctuary at St. Pauls (1/12– Present) Sanctuary at Holy Cross (1/12– Present) Iowa Mercy Medical Center – Clinton Mercy Living Center North Mercy Medical Center – Dubuque Mercy Medical Center – North Iowa/Mason City Mercy Medical Center – Sioux City The Alverno Health Care Facility ChildServe (2002 – 2008) Maryland Holy Cross Hospital of Silver Spring Holy Cross Hospital of Silver Spring Sanctuary at Holy Cross Holy Cross Hospital (2003 – 2008) Massachusetts The Mercy Hospital (8/12– Present) Sisters of Providence Health System (2009 – 2013) Mary’s Meadow at Providence Place (2009 – Present) Michigan Saint Mary’s Health Care St. Joseph Mercy – Ann Arbor Psychiatric St. Joseph Mercy – Saline St. Joseph Mercy – Livingston St. Joseph Mercy – Oakland St. Joseph Mercy – Oakland Psychiatric St. Joseph Mercy – Port Huron St. Joseph Mercy – Port Huron Helistop Mercy Health Partners – Mercy Campus Mercy Health Partners – Hackley Campus Mercy Health Partners – Hackley Campus Psychiatric Mercy Health Partners – Lakeshore Campus St. Mary Mercy Hospital St. Mary Mercy Hospital – Psychiatric Chelsea Community Hospital Mercy Hospice Mercy Hospice Grayling Mercy Hospice – Cadillac Mercy VNS and Hospice Services Sanctuary at Mcauley Sanctuary at the Abbey Sanctuary at Bellbrook Sanctuary at St. Mary’s Sanctuary at the Park Sanctuary at Fraser Villa Sanctuary at St. Joseph’s Village #1 (3/2005-Present) Sanctuary at St. Joseph’s Village #2 (3/2005-Present) Marycrest Manor Sanctuary at White Lake Sanctuary at the Oaks #2 (4/2005-Present) Sanctuary at the Oaks #1 (4/2005-Present) Sanctuary at the Shore Mercy Bellbrook/Frances Warde (2/2010-Present) Mercy Bellbrook/McAuley (2/2010-Present) Sanctuary at Bellbrook Sanctuary at Woodland #1 (4/2005-Present) Sanctuary at Woodland #2 (4/2005-Present) Sanctuary at Fraser Villa Sanctuary at Mercy Village #2 (4/2005-Present) Sanctuary at Mercy Village #1 (4/2005-Present) Nebraska Mercy Home Care New Jersey Our Lady of Lourdes Medical Center Lourdes Medical Center of Burlington County Saint Michael’s Medical Center, Inc. – 12 Months St. Francis Medical Center New York Northeast Health, Inc. St. Peter’s Addiction Recovery Center (2003 – 12/07) Seton Manor (2012 – Present) Catholic Health System (2002 – Present) Mt. St. Mary’s Hospital (2002 – Present) St. Peter’s Hospital of the City of Albany Our Lady of Mercy Life Center Villa Mary Immaculate d/b/a St. Peter’s Nursing and Rehabilitation Center Beverwyck, Inc. d/b/a Eddy Village Green (Terrace at Beverwyck) Eddy Licensed Home Care Agency, Inc. Glen Eddy, Inc. (Terrace at Glen Eddy) Hawthorne Ridge, Inc. Heritage House Nursing center, Inc. d/b/a Eddy Heritage House Nursing and Rehabilitation Center Home Aide Service of Eastern New York, Inc. d/b/a Eddy Visiting Nursing Association (CHHA) Home Aide Service of Eastern New York, Inc. d/b/a Eddy Visiting Nursing Association (LTHHCP) Memorial Hospital Samaritan Hospital of Troy Senior Care Connection, Inc. d/b/a Eddy SeniorCare Sunnyview Hospital and Rehabilitation Center The Capital Region Geriatric Center, Inc. d/b/a Eddy Village Green The James A. Eddy Memorial Geriatric Center, Inc. (Terrace at Eddy Memorial) The Marjorie Doyle Rockwell Center, Inc. Father Baker Manor (Nursing Home) Mercy Hospital Skilled Nursing Facility St. Francis Home of Williamsville (Nursing Home) Mercy Living Center (Nursing Home) Uihlein Living Center (Nursing Home) Seton Health System, Inc. d/b/a St. Mary’s Hospital Seton Health at Schulyer Ridge Residential Healthcare St. Peter’s Health Partners d/b/a Eddy Village Green at Beverwyck St. James Mercy Hospital Adirondack Medical Center (Hospital) Adirondack Medical Center/Lake Placid (Hospital) Sisters of Charity Hospital of Buffalo, NY Kenmore Mercy Hospital Mercy Hospital of Buffalo Niagara Homemakers Services, Inc. d/b/a Mercy Home Care of Western New York St. Vincent’s Home for the Aged St. Elizabeth’s Home of Lancaster, New York McAuley-Seton Home Care Corporation (LHCSA) Mercy Uihlein Health Corporation Mercy Health-Care Center, Inc. The Uihlein Health Corporation, Inc. Mcauley Manor at Mercycare (Nursing Home) Adult Day services, Mercycare Break Hospice associated with St. James Mercy Hospital Catholic Health System Program of All-Inclusive Care for the Elderly, Inc. North Carolina St. Joseph of the Pines, Inc. Family Care Home Zeno Villa at St. Joseph of the Pines (3/18/11-8/26/13) St. Joseph of the Pines, Inc. Family Care Home Constance Cottage (11/28/11-2014) St. Joseph of the Pines, Inc. Family Care Home Mary Manor (2004-2014) St. Joseph of the Pines, Inc. Adult Care Home The Coventry St. Joseph of the Pines, Inc. Nursing Facility St. Joseph of the Pines Health Center St. Joseph of the Pines Belle Meade and Pine Knoll at St. Joseph of the Pines St. Joseph of the Pines, Inc. St. Joseph of the Pines Home Care LIFE St. Joseph of the Pines, Inc. Adult Day Health Home St. Joseph of the Pines Health System, Inc. (2002 – Present) Ohio Mount Carmel East – Columbus (2004-2014) Mount Carmel West (2004-2014) Mount Carmel St. Anne’s (2004-2014) Oregon St. Alphonsus Regional Medical Center – Ontario Pennsylvania Mercy Suburban Hospital Nazareth Hospital Mercy Catholic Medical Center of Southeastern Pennsylvania d/b/a Mercy Fitzgerald Hospital and Mercy Hospital of Philadelphia St. Agnes Continuing Care Center Living Independently for Elders Mercy Home Health St. Agnes Continuing Care Center d/b/a/ Mercy Life Broad Street St. Agnes Continuing Care Center d/b/a Mercy Life/North Hancock Street Mercy Family Support Home Care Agency Facility Mercy Home Health, Health Care Facility St. Mary Medical Center Mercy Life Center Corporation Mercy Behavioral Health Mercy Life Center Corporation Outlook Manor Mercy Behavior Health Munhall Manor Mercy Life Center Corporation Mercy Behavioral Health Mercy Behavioral Health Mercy Behavioral Health - LTSR(2) Mercy Life Center Corporation Garden View Manor Mercy Life Center Corporation Monarch Springs LTSR Mercy Life Center Corporation Extended Acute Care Unit - LTSR Mercy Life Center Corporation Mercy Behavior Health Mercy Life Center Corporation Mercy Behavioral Health Psychiatric Rehabilitation Clubhouse Mercy Life Center Corporation d/b/a Mercy Behavior health Psychiatric Rehab Mercy Life Center Corporation Mercy Behavioral Health Partial Hospitalization Mercy Life Center Corporation Mercy Behavioral Health Outpatient Mercy Behavioral Health Mercy Life Center Corporation d/b/a/ Mercy Behavioral Health Mercy Behavioral Health Ross Adult Training Facility-Seniors Mercy Life Center Corporation Mercy Behavioral Health Mercy Life Center Corporation Mercy Behavioral Health Wexford Employ. Svcs. Mercy Life Center Corporation Mercy Behavioral Health - Brookline Employment Services Mercy Life Center Corporation Mercy Behavioral Health - Beachview ATF Mercy Life Center Corporation Mercy Behavioral Health LTSR I - The Journey Home Mercy Life Center Corporation Mercy Behavioral Health Family Living Home Mercy Life Center Corporation Mercy Behavioral Health Reedsdale Center Mercy Life Center Corporation Mercy Behavioral Health - Baldwin ATF Mercy Life Center Corporation Mercy Behavioral Health Ross Adult Training Facility - SENI CALIFORNIA Saint Agnes Home Health and Hospice, was fined eighteen thousand five hundred dollars ($18,500.00) pursuant to CCR Title 22 70739(a) – Infection Control for findings on June 2, 2008. Saint Agnes Home Health and Hospice, was fined eighteen thousand five hundred dollars ($18,500.00) pursuant to CA Health and Safety Code Death during or within 24 hours of surgery for findings on September 9, 2008. Saint Agnes Home Health and Hospice, was fined fifty thousand dollars ($50,000.00) pursuant Health and Safety Code 1279.1(c) and CCR Title 22 70223(6)(2) for findings on October 11, 2010. Saint Agnes Home Health and Hospice, was fined three thousand dollars ($3,000.00) pursuant Health and Safety Code 1279.1(ab)(4)(F) – Pressure Ulcer State 3 or 4. Saint Agnes Home Health and Hospice, was fined one thousand dollars ($1,000.00) pursuant Health and Safety Code 1279.1(ab)(1)(O) – Retention of Foreign Object. Saint Agnes Home Health and Hospice, was fined eight hundred dollars ($800.00) pursuant Health and Safety Code - State 3 or 4 Pressure Ulcer. CONNECTICUT St. Mary’s Home, West Hartford, CT Based on an inspection of the facility conducted October 29, 2007 St. Mary’s Home was cited for violations of Connecticut State Agencies (Public Health Code). The facility was fined seven hundred and forty-five dollars ($745.00) for the Class A violation of Section 19-13D8t(j)(2)(L) - Chronic and convalescent nursing homes and rest homes with nursing supervision: Director of nurses. FLORIDA BayCare-Home Care Sarasota, Sarasota, Florida was fined three thousand dollars ($3,000.00) pursuant to a Survey Deficiency – Failed to Ensure Physicians Plan of Care for repeat of Class III deficiency 2004, 2005, 2006 and 2007 for Violations of 59A-8.0215(2) – Plan of Care and 59A-8.0095(3), - Personnel Saint Anthony’s Hospital, St. Petersburg, Florida was fined one thousand dollars ($1,000.00) pursuant to a Survey Deficiency for inspection findings of December 12, 2007 for Aspen State Regulation H0022 ((2) Coordination of Care. Each hospital shall develop and implement policies and procedures on discharge planning which address: (a) Identification of patients requiring discharge planning; (b) Initiation of discharge planning on a timely basis; (c) The role of the physician, other health care givers, the patient, and the patient's family in the discharge planning process; and (d) Documentation of the discharge plan in the patient's medical record including an assessment of the availability of appropriate services to meet identified needs following hospitalization.) Holy Cross Hospital, Fort Lauderdale, Florida was fined one thousand dollars ($1,000.00) pursuant to a Survey Deficiency for inspection findings of June 1, 2009 for Aspen State Regulation H0031 ((2) Transfer Procedures. Each hospital providing emergency services and care shall establish policies and procedures which incorporate the requirements of Chapter 395, F.S., relating to emergency services. The policies and procedures shall incorporate at a minimum: (a) Decision protocols identifying the emergency services personnel within the hospital responsible for the arrangement of outgoing and incoming transfers; and H0037 (Each hospital shall maintain records of all patients who request emergency care and services, or persons on whose behalf emergency care and services are requested, for a period of 5 years.) MARYLAND St. Catherine’s Nursing Center was fined fifteen thousand dollars ($15,000) pursuant to Survey Deficiencies for inspection findings of July 9, 14 and 15, 2009 for violations of COMAR 10.07.09.08 C (5) (c) (Resident's Rights and Services. C. A resident has the right to: (5) Be free from: (c) Sexual abuse), 10.07.09.15 D (1) (Abuse of Residents, D. Investigations. A nursing facility shall: (1) thoroughly investigate all allegations of abuse) and 10.07.09.15. D (2) (Abuse of Residents, D. Investigations. A nursing facility shall: (2) Take appropriate action to prevent further incidents of abuse while the investigation is in progress, and after that.) NEW YORK ADULT CARE FACILITIES Hawthorne Ridge, Inc. d/b/a Hawthorn Ridge was fined one thousand dollars ($1,000.00) pursuant to a stipulation and order dated March 28, 2012 for inspection findings of September 14, 2010 for violations 18 NYCRR Part 486.5(a)(4)(iii) – Endangerment. The information provided by the Adult Care Facility Policy and Surveillance unit has indicated that the applicant has provided sufficient supervision to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. LICENSED HOME HEALTH CARE AGENCIES, CERTIFIED HOME HEALTH AGENCIES, LONG TERM HOME HEALTH CARE AGENCIES, HOSPICE Eddy Visiting Nurse Association/Wesley VNA was fined three thousand five hundred dollars ($3,500.00) pursuant to a stipulation and order dated August 19, 2010 for inspection findings of July 22, 2008 and October 1, 2008 for violations of 10 NYCRR Sections 763.4(h) – Policies and Procedures of Service Delivery; 763.6(a) – Patient Assessment and Plan of Care; 763.6(b) – Patient Assessment and Plan of Care and 763.11(b) – Governing Authority. McCauley-Seton Home Care Corporation was fined six thousand five hundred dollars ($6,500.00) pursuant to a stipulation and order dated July 11, 2011 19, 2010 for inspection findings of December 17, 2009 for violations of 10 NYCRR Sections 763.4(h) – Policies and Procedures of Service Delivery; 763.6(b) – Patient Assessment and Plan of Care; 763.6(c) – Patient Assessment and Plan of Care; 763.6(e) – Patient Assessment and Plan of Care; 763.11(a) – Governing Authority; and 763.11(b) – Governing Authority. McCauley-Seton Home Care Corporation was fined five thousand five hundred dollars ($5,500.00) pursuant to a stipulation and order dated June 10, 2013 for inspection findings of September 15, 2011 for violations of 10 NYCRR Sections 763.11(b) – Governing Authority; 763.5(a) – Patient Referral, Admission and Discharge; 763.6(b) – Patient Assessment and Plan of Care; 763.6(c) – Patient Assessment and Plan of Care; and 763.7(a) – Clinical Records. The information provided by the Division of Home and Community Based Services has indicated that the applicant has provided sufficient supervision to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. RESIDENTIAL HEALTH CARE FACILITIES Our Lady of Mercy Life Center was fined two thousand dollars ($2,000.00) pursuant to a stipulation and order dated August 16, 2010 for inspection findings of June 1, 2009 for violations 10 NYCRR Section 415.12 – Quality of Care. St. Francis Home of Williamsville was fined ten thousand dollars ($10,000.00) pursuant to a stipulation and order dated January 18, 2012 for inspection findings of October 28, 2010 for violations 10 NYCRR Section 415.12 – Quality of Care Highest Practicable Potential. St. Francis Home of Williamsville was fined two thousand dollars ($2,000.00) pursuant to a stipulation and order dated January 10, 2012 for inspection findings of January 24, 2011 for violations 10 NYCRR Section 415.12 – Quality of Care Highest Practicable Potential. Adirondack Medical Center – Mercy was fined $2,000 pursuant to a stipulation and order signed by the facility on September 1, 2014 for inspection findings of August 13, 2008, August 20, 2009 and October 1, 2009 for violations of 10 NYCRR 415.12(h)(1)(2) Quality of Care: Accidents and Supervision. 415.12(I)(1) Quality of Care: Nutritional Status, 415.12(h)(I)(2), 415.26 Administration, 415.27(a-c) Quality Assessment and Assurance. Adirondack Medical Center – Uihlein was fined twenty thousand dollars $20,000 pursuant to a stipulation and order signed by the facility September 1, 2014 for inspection findings of August 8, 2008, September 28, 2009, January 22, 2010 and March 22, 2011 for violations of 10 NYCRR. August 8, 2008 – 10 NYCRR Section 415.3(e)(2)(ii)(b) Notification of Changes, 415.11(c)(3)(i) Comprehensive Care Plans, 415.12(l)(1) Quality of Care: Unnecessary Drugs, 415.12(m)(2) Quality of Care: Medication Errors, 415.15(b)(1)(i)(ii) Physician Services, 415.26 Administration, 415.26(b)(3)(1) Governing Body, 415.15(a) Medical Director, and 415.27(a-c) Quality Assessment and Assurance. September 28, 2009 and January 22, 2010 –10 NYCRR Section 415.12(h)(1)(2) Quality of Care: Accidents and Supervision, and 415.12 Quality of Care: Highest Practical Potential. March 22, 2011 – 10 NYCRR 415.4(b)(1)(ii) Investigate/Report Allegations and 415.26 Administration. The Information provided by the Bureau of Quality Assurance for Nursing Homes has indicated that the residential health care facilities reviewed have provided sufficient supervision to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. HOSPITALS AND DIAGNOSTIC & TREATMENT CENTERS The information provided by the Division of Hospitals and Diagnostic & Treatment Centers has indicated that the applicant has provided sufficient supervision to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. MANAGED LONG TERM CARE PLANS AND PACE PROGRAMS The information provided by the Office of Managed Care has indicated that the MLTC plan has provided sufficient supervision to prevent harm to the health, safety and welfare of patients and to prevent recurrent code violations. Responses were received from the states listed above with the exception of the States of Iowa and Maryland. Although the responses received from each of these states did not include all of the health care facility located in each respective state, the responses received indicated that entities in these jurisdictions have exercised sufficient supervisory responsibility to protect the health, safety and welfare of patients. The applicant provided sufficient evidence that they made an adequate effort to obtain out of state compliance for each health care facility located outside of New York State. A review of all personal qualifying information indicates there is nothing in the background of the proposed members and managers to adversely affect their positions in the organization. The applicant has the appropriate character and competence under Article 36 of the Public Health Law. The applicant proposes to serve the residents of the following counties from an office located at 504 State Street, Schenectady, New York 12305. Albany Schenectady The applicant proposes to provide the following health care services: Nursing Personal Care Nutritional Homemaker Home Health Aide Physical Therapy Occupational Therapy Respiratory Therapy Medical Social Services Audiology Housekeeping Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval September 11, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Eddy Licensed Home Care Agency, Inc. Troy Rensselaer Not-For-Profit Corporation 2424-L Description of Project: Eddy Licensed Home Care Agency, Inc., a not-for-profit corporation, requests approval for a change in ownership of a licensed home care services agency under Article 36 of the Public Health Law. Eddy Licensed Home Care Agency, Inc. was previously approved as a home care services agency by the Public Health Council at its October 22, 1999 meeting and subsequently licensed as 0846L001. The current proposal seeks approval for a change in controlling person as described below. There will be no changes to the geographic service area, or the scope of services provided by Eddy Licensed Home Care Agency, Inc. as a result of this transaction. This change in controlling person also affects the following Article 36-licensed agencies that are affiliated with St. Peter’s Health Partners, and separate applications are simultaneously being submitted under separate cover:  Senior Care Connection, Inc. (2423-L)  Home Aide Services of Eastern New York, Inc. DBA Eddy Visiting Nurse Association (141082-E) The purpose of this application is to seek approval of a change in controlling person that will result when Catholic Health East, Inc. (“CHE”), its great-great-grandparent organization, and CHE Trinity, Inc., CHE’s sole member, merge into Trinity Health Corporation (“Trinity Health”). The surviving corporation will be called CHE Trinity, Inc. (“CHE Trinity”). CHE, a Pennsylvania nonprofit corporation, and Trinity Health, an Indiana nonprofit, are two national Catholic health care systems with operating entities in twenty states. CHE and Trnity Health have determined it is in the best interests of both to merge together through a two-step process. Step one involved the creation CHE Trinity, Inc., an Indiana nonprofit, which became the sole member of CHE and Trinity Health in June 2013. Step two is the merger CHE and CHE Trinty into Trinity Health, with the surviving corporation to be called CHE Trinity, Inc. CHE, Trinity Health, and CHE Trinity, Inc., currently have mirror boards. Of the 19 individuals on these boards, two are current or former board members of St. Peter’s Health Partners (SPHP) and St. Peter’s Health Care Services and the others have served on the CHE board. CHE is the sole member of SPHP, which is the sole member of Northeast Health, Inc., which is the sole member of LTC (Eddy), Inc., which is the sole member of each of the Article 36 Entities. The proposed Board Members of CHE Trinity, Inc. comprises the following individuals: Kevin Barnett – Director Senior Investigator, Public Health Institute Suzanne T. Brennan, CSC – Director President and Executive Director, Holy Cross Ministries James D. Bentley, Ph.D. – Director Retired Joseph Betancourt, MD – Director Physician, Massachusetts General Hospital Affiliations:  Board Member, Catholic Health East (5/13 – Present)  Board Member, Holy Cross Hospital (2003 – 2008)  Board Member, Trinity Health (2010 – Present) Affiliations:  Board Member, Trinity Health (2012 – Present)  Board Member, Neighborhood Health Plan (2013 – Present) George M. Philip, Esq. – Director Retired Melanie C. Dreher, Ph.D., RN – Director Dean, College of Nursing, Rush University Medical Center Affiliations:  Board Member, St. Peter’s Hospital (1992 – 2013)  Board Member, Catholic Health East (2003 – 2013) Affiliations:  Board Member, Wewmark (3/08 – Present)  Board Member, Trinity Health (2012 – 2013) Larry Warren – Director Retired Richard J. Gilfillan, MD – Director President/CEO, CHE Trinity Health, Inc. Affiliation:  Board Member, Trinity Health (2011 – 2013) Sister Kathleen Marie Popko, RN – Director President, Sisters of Providence Mary Catherine Karl, CPA – Director Retired Affiliations:  Board Member, Catholic Health East (2009 – 2013)  Board Member, Sisters of Providence Health System (2009 – 2013)  Board Member, St. Joseph of the Pines Health System, Inc. (2009 – Present)  Board Member, Mary’s Meadow at Providence Place (2009 – Present) Affiliations:  Board Member, BayCare Health System  Board Member, St. Anthony’s Hospital (2000 – 2010)  Board Member, BayCare Health System Insurance (2006 – 2010)  Board Member, Catholic Health East  Board Member, Surgical Safety Institute (2004 – Present) David Southwell – Director Retired Stanley Urban – Director Retired Affiliation:  Director/Chair, ChildServe (2002 – 2008) Affiliation:  Board Member, Adirondack Health (2007 – Present) Roberta Waite, RN – Director Associate Professor of Nursing & Assistant Dean of Faculty Integration and Evaluation of Community Programs, Drexel University Linda J. Werthman, RSM (Master’s social work, Michigan)– Director Adjunct Associate Professor of Social Work, University of Detroit Mercy Affiliation:  Board Member, Trinity Health (2009 – 2013) Barbara K. Wheeley, RSM (Clinical Psychologist, MD) – Director Retired Affiliations:  Board Member, Mercy Medical, Inc. (1989 – 2013)  Board Member, Catholic Health East (2010 – 2013)  Board Member, Trinity Health (2013 – Present) The proposed Board Members of St. Peter’s Health Partners, Northeast Health, Inc. and The Eddy comprise the following individuals: Robert J. Bylancik – Director Retired Affiliations:  Board Member, Living Resources, Inc. (2007 – 2012) Anne G. DiSarro – Director Retired Barbara D. Cottrell, Esq. – Director Chief Clerk, Rensselear County Family Court, NYS Office of Court Administration Affiliations:  Member, Board of Trustees, St. Peter’s Hospital  St. Peter’s Addiction Recovery Center (2003 – 12/07) Rev. Kenneth J. Doyle – Director Pastor of Parish, Diocesan Chancellor for Public Information, Roman Catholic Diocese of Albany Affiliation:  Board Member, St. Peter’s Hospital (2004 – 12/07) John D. Filippone, MD – Director Cardiologist, SPHP Medical Associates Harold D. Gordon, Esq. – Director Attorney, Couch White, LLP Ronald L. Guzior, CPA – Director Partner, Sax BST Advisory Network/Bollam, Sheedy Torani & Co. George Hearst III – Director Publisher/CEO, Times Union Sr. Phyllis Herbert, RN – Director Program Director – Honor Court, 820 River St. (Alcoholism/Drug Treatment) Robert W. Johnson, III, Esq. – Director Partner, Martin, Shudt, Wallace, DiLoreenzo & Johnson Beverly M. Karpiak – Director Supervisor of student teachers, College of St. Rose Michael T. Keegan – Director Regional President, Albany & Hudson Valley Division, M & T Bank John M. Lang – Director Retired Norman I. Massry – Director Principal, Massry Realty Partners Affiliation:  Board Member, St. Peter’s Hospital (2007 – 12/09) Sr. Kathleen M. Natwin – Director Retired Volunteer – Board Member, Community Outreach, Daughters of Charity, St. Louise Provence Affiliations:  Board Member, Seton Manor (2012 – Present)  Board Member/Sponsor, Catholic Health System (2002 – Present)  Board Member, Mt. St. Mary’s Hospital (2002 – Present) Curtis N. Powell – Director Vice President, Human Resources, Rensselaer Polytechnic Institute James K. Reed, MD – Director President, St. Peter’s Health Partners, Catholic Health East Affiliation:  Director, Rubin Dialysis Centers (1997 – 2011) James A. Slavin, MD – Director President/Owner, Practitioner, Burdett Orthopedics, PC Alan M. Sanders, MD – Director Senior Partner/Physician, Upstate Infectious Disease Association, LLP Chief of Department of Medicine, St. Peter’s Hospital Anthony P. Tartaglia, MD – Director Retired Affiliations:  Board Member, Unity House of Troy (2009 – Present)  President/Owner, Burdett Orthopedics (1998 – Present) Lisa M. Thorn, MD – Director Family Physician Member, Averill Park site Medical Director, Capital Care Medical Group Sr. Kathleen M. Turley – Director Leadership Team Member, Sisters of Mercy Affiliation:  Physician Member, Capital Care Medical Group, Averil Park (2006 – Present) All of the above proposed Board Members of St. Peter’s Health Partners, Northeast Health, Inc. and The Eddy comprises the following individuals are affiliated with the following entities:                   St. Peter’s Hospital of the City of Albany Our Lady of Mercy Life Center Villa Mary Immaculate d/b/a St. Peter’s Nursing and Rehabilitation Center Beverwyck, Inc. d/b/a Eddy Village Green (Terrace at Beverwyck) Eddy Licensed Home Care Agency, Inc. Glen Eddy, Inc. (Terrace at Glen Eddy) Hawthorne Ridge, Inc. Heritage House Nursing center, Inc. Home Aide Service of Eastern New York, Inc. d/b/a Eddy Visiting Nursing Association Memorial Hospital Samaritan Hospital of Troy Senior Care Connection, Inc. d/b/a Eddy SeniorCare Sunnyview Hospital and Rehabilitation Center The Capital Region Geriatric Center, Inc. d/b/a Eddy Village Green The James A. Eddy Memorial Geriatric Center, Inc. (Terrace at Eddy Memorial) The Marjorie Doyle Rockwell Center, Inc. Seton Health System, Inc. d/b/a St. Mary’s Hospital Seton Health at Schulyer Ridge Residential Healthcare A search of all of the above named board members, employers, and affiliations revealed no matches on either the Medicaid Disqualified Provider List or the Office of the Inspector General’s Provider Exclusion List. The Office of the Professions of the State Education Department, the New York State Physician Profile, and the Office of Professional Medical Conduct, where appropriate, indicate no issues with the licensure of the health professionals associated with this application. The State of Michigan’s Department of Licensing and Regulatory Affairs, Bureau of Health Care Services indicated no issue with the licensure of Linda Werthman’s Masters Social Worker License. The Bureau of Health Care Services has never taken disciplinary action against this individual or license. The applicant has confirmed that the proposed financial/referral structure has been assessed in light of antikickback and self-referral laws, with the consultation of legal counsel, and it is concluded that proceeding with the proposal is appropriate. A Certificate of Good Standing has been received for all attorneys. The Bureau of Professional Credentialing has indicated that Sister Mary Anne Weldon NHA license 04039, issued January 1, 1991. Her license is currently in voluntary inactive status. The Board of Examiners of Nursing Home Administrators has never taken disciplinary action against this individual or her license A seven year review of the operations of the following facilities was performed as part of this review (unless otherwise noted): Alabama Mercy Medical – Mobile County Home Care Mercy Medical – Baldwin County Home Care Mercy Medical – Mercy LIFE of Alabama (PACE) California Saint Agnes Medical Center Saint Agnes Home Health & Hospice Connecticut Saint Mary Home, Inc. – Chronic Convalescent Nursing Home Saint Mary Home, Inc. – Frances Ward Towers Residential Care Home The McAuley Center, Inc. – Assisted Living Service Agency Delaware St. Francis Hospital, Inc. d/b/a/ Saint Francis Healthcare Florida Holy Cross Hospital, Inc. Holy Cross Hospital Home Health Agency Physician Outpatient Surgery Center, LLC Mercy Hospital, Inc. BayCare Health System (10 hospitals) (2003-2013) St. Anthony’s Hospital (2000 – 2010) Georgia St. Joseph Hospital of Atlanta St. Joseph’s Foundation Mercy Senior Care St. Joseph’s Mercy Care Services, Inc. Good Samaritan Hospital, Inc. St. Mary’s Hospital St. Mary’s Health Care System, Inc. – Home Health St. Mary’s Health Care System, Inc. – Home Hospice St. Mary’s Health Care System, Inc. – Hospice House St. Mary’s Health Care System, Inc. – Assisted Living License Idaho Saint Alphonsus Regional Medical Center – Boise Saint Alphonsus Regional Medical Center – Nampa Saint Alphonsus Regional Medical Center – Baker City Nursing Facility Saint Alphonsus Regional Medical Center – Baker City Hospital Illinois Loyola Center for Home Care and Hospice Loyola University Medical Center – Hospice Agency Loyola University Medical – Ambulatory Surgical Treatment Center Gottlieb Home Health Services Gottlieb Memorial Hospital Hospice Gottlieb Memorial Hospital Pharmacy Gottlieb Memorial Hospital Pharmacy Controlled Substances Gottlieb Memorial Hospital Mammography Facility Indiana Saint Joseph’s Regional Medical Center – South Bend Campus (1/12– Present) Saint Joseph’s Regional Medical Center (1/12– Present) Saint Joseph VNA Home Care (1/12– Present) Sanctuary at St. Pauls (1/12– Present) Sanctuary at Holy Cross (1/12– Present) Iowa Mercy Medical Center – Clinton Mercy Living Center North Mercy Medical Center – Dubuque Mercy Medical Center – North Iowa/Mason City Mercy Medical Center – Sioux City The Alverno Health Care Facility ChildServe (2002 – 2008) Maryland Holy Cross Hospital of Silver Spring Holy Cross Hospital of Silver Spring Sanctuary at Holy Cross Holy Cross Hospital (2003 – 2008) Massachusetts The Mercy Hospital (8/12– Present) Sisters of Providence Health System (2009 – 2013) Mary’s Meadow at Providence Place (2009 – Present) Michigan Saint Mary’s Health Care St. Joseph Mercy – Ann Arbor Psychiatric St. Joseph Mercy – Saline St. Joseph Mercy – Livingston St. Joseph Mercy – Oakland St. Joseph Mercy – Oakland Psychiatric St. Joseph Mercy – Port Huron St. Joseph Mercy – Port Huron Helistop Mercy Health Partners – Mercy Campus Mercy Health Partners – Hackley Campus Mercy Health Partners – Hackley Campus Psychiatric Mercy Health Partners – Lakeshore Campus St. Mary Mercy Hospital St. Mary Mercy Hospital – Psychiatric Chelsea Community Hospital Mercy Hospice Mercy Hospice Grayling Mercy Hospice – Cadillac Mercy VNS and Hospice Services Sanctuary at Mcauley Sanctuary at the Abbey Sanctuary at Bellbrook Sanctuary at St. Mary’s Sanctuary at the Park Sanctuary at Fraser Villa Sanctuary at St. Joseph’s Village #1 (3/2005-Present) Sanctuary at St. Joseph’s Village #2 (3/2005-Present) Marycrest Manor Sanctuary at White Lake Sanctuary at the Oaks #2 (4/2005-Present) Sanctuary at the Oaks #1 (4/2005-Present) Sanctuary at the Shore Mercy Bellbrook/Frances Warde (2/2010-Present) Mercy Bellbrook/McAuley (2/2010-Present) Sanctuary at Bellbrook Sanctuary at Woodland #1 (4/2005-Present) Sanctuary at Woodland #2 (4/2005-Present) Sanctuary at Fraser Villa Sanctuary at Mercy Village #2 (4/2005-Present) Sanctuary at Mercy Village #1 (4/2005-Present) Nebraska Mercy Home Care New Jersey Our Lady of Lourdes Medical Center Lourdes Medical Center of Burlington County Saint Michael’s Medical Center, Inc. – 12 Months St. Francis Medical Center New York Northeast Health, Inc. St. Peter’s Addiction Recovery Center (2003 – 12/07) Seton Manor (2012 – Present) Catholic Health System (2002 – Present) Mt. St. Mary’s Hospital (2002 – Present) St. Peter’s Hospital of the City of Albany Our Lady of Mercy Life Center Villa Mary Immaculate d/b/a St. Peter’s Nursing and Rehabilitation Center Beverwyck, Inc. d/b/a Eddy Village Green (Terrace at Beverwyck) Eddy Licensed Home Care Agency, Inc. Glen Eddy, Inc. (Terrace at Glen Eddy) Hawthorne Ridge, Inc. Heritage House Nursing center, Inc. d/b/a Eddy Heritage House Nursing and Rehabilitation Center Home Aide Service of Eastern New York, Inc. d/b/a Eddy Visiting Nursing Association (CHHA) Home Aide Service of Eastern New York, Inc. d/b/a Eddy Visiting Nursing Association (LTHHCP) Memorial Hospital Samaritan Hospital of Troy Senior Care Connection, Inc. d/b/a Eddy SeniorCare Sunnyview Hospital and Rehabilitation Center The Capital Region Geriatric Center, Inc. d/b/a Eddy Village Green The James A. Eddy Memorial Geriatric Center, Inc. (Terrace at Eddy Memorial) The Marjorie Doyle Rockwell Center, Inc. Father Baker Manor (Nursing Home) Mercy Hospital Skilled Nursing Facility St. Francis Home of Williamsville (Nursing Home) Mercy Living Center (Nursing Home) Uihlein Living Center (Nursing Home) Seton Health System, Inc. d/b/a St. Mary’s Hospital Seton Health at Schulyer Ridge Residential Healthcare St. Peter’s Health Partners d/b/a Eddy Village Green at Beverwyck St. James Mercy Hospital Adirondack Medical Center (Hospital) Adirondack Medical Center/Lake Placid (Hospital) Sisters of Charity Hospital of Buffalo, NY Kenmore Mercy Hospital Mercy Hospital of Buffalo Niagara Homemakers Services, Inc. d/b/a Mercy Home Care of Western New York St. Vincent’s Home for the Aged St. Elizabeth’s Home of Lancaster, New York McAuley-Seton Home Care Corporation (LHCSA) Mercy Uihlein Health Corporation Mercy Health-Care Center, Inc. The Uihlein Health Corporation, Inc. Mcauley Manor at Mercycare (Nursing Home) Adult Day services, Mercycare Break Hospice associated with St. James Mercy Hospital Catholic Health System Program of All-Inclusive Care for the Elderly, Inc. North Carolina St. Joseph of the Pines, Inc. Family Care Home Zeno Villa at St. Joseph of the Pines (3/18/11-8/26/13) St. Joseph of the Pines, Inc. Family Care Home Constance Cottage (11/28/11-2014) St. Joseph of the Pines, Inc. Family Care Home Mary Manor (2004-2014) St. Joseph of the Pines, Inc. Adult Care Home The Coventry St. Joseph of the Pines, Inc. Nursing Facility St. Joseph of the Pines Health Center St. Joseph of the Pines Belle Meade and Pine Knoll at St. Joseph of the Pines St. Joseph of the Pines, Inc. St. Joseph of the Pines Home Care LIFE St. Joseph of the Pines, Inc. Adult Day Health Home St. Joseph of the Pines Health System, Inc. (2002 – Present) Ohio Mount Carmel East – Columbus (2004-2014) Mount Carmel West (2004-2014) Mount Carmel St. Anne’s (2004-2014) Oregon St. Alphonsus Regional Medical Center – Ontario Pennsylvania Mercy Suburban Hospital Nazareth Hospital Mercy Catholic Medical Center of Southeastern Pennsylvania d/b/a Mercy Fitzgerald Hospital and Mercy Hospital of Philadelphia St. Agnes Continuing Care Center Living Independently for Elders Mercy Home Health St. Agnes Continuing Care Center d/b/a/ Mercy Life Broad Street St. Agnes Continuing Care Center d/b/a Mercy Life/North Hancock Street Mercy Family Support Home Care Agency Facility Mercy Home Health, Health Care Facility St. Mary Medical Center Mercy Life Center Corporation Mercy Behavioral Health Mercy Life Center Corporation Outlook Manor Mercy Behavior Health Munhall Manor Mercy Life Center Corporation Mercy Behavioral Health Mercy Behavioral Health Mercy Behavioral Health - LTSR(2) Mercy Life Center Corporation Garden View Manor Mercy Life Center Corporation Monarch Springs LTSR Mercy Life Center Corporation Extended Acute Care Unit - LTSR Mercy Life Center Corporation Mercy Behavior Health Mercy Life Center Corporation Mercy Behavioral Health Psychiatric Rehabilitation Clubhouse Mercy Life Center Corporation d/b/a Mercy Behavior health Psychiatric Rehab Mercy Life Center Corporation Mercy Behavioral Health Partial Hospitalization Mercy Life Center Corporation Mercy Behavioral Health Outpatient Mercy Behavioral Health Mercy Life Center Corporation d/b/a/ Mercy Behavioral Health Mercy Behavioral Health Ross Adult Training Facility-Seniors Mercy Life Center Corporation Mercy Behavioral Health Mercy Life Center Corporation Mercy Behavioral Health Wexford Employ. Svcs. Mercy Life Center Corporation Mercy Behavioral Health - Brookline Employment Services Mercy Life Center Corporation Mercy Behavioral Health - Beachview ATF Mercy Life Center Corporation Mercy Behavioral Health LTSR I - The Journey Home Mercy Life Center Corporation Mercy Behavioral Health Family Living Home Mercy Life Center Corporation Mercy Behavioral Health Reedsdale Center Mercy Life Center Corporation Mercy Behavioral Health - Baldwin ATF Mercy Life Center Corporation Mercy Behavioral Health Ross Adult Training Facility - SENI CALIFORNIA Saint Agnes Home Health and Hospice, was fined eighteen thousand five hundred dollars ($18,500.00) pursuant to CCR Title 22 70739(a) – Infection Control for findings on June 2, 2008. Saint Agnes Home Health and Hospice, was fined eighteen thousand five hundred dollars ($18,500.00) pursuant to CA Health and Safety Code Death during or within 24 hours of surgery for findings on September 9, 2008. Saint Agnes Home Health and Hospice, was fined fifty thousand dollars ($50,000.00) pursuant Health and Safety Code 1279.1(c) and CCR Title 22 70223(6)(2) for findings on October 11, 2010. Saint Agnes Home Health and Hospice, was fined three thousand dollars ($3,000.00) pursuant Health and Safety Code 1279.1(ab)(4)(F) – Pressure Ulcer State 3 or 4. Saint Agnes Home Health and Hospice, was fined one thousand dollars ($1,000.00) pursuant Health and Safety Code 1279.1(ab)(1)(O) – Retention of Foreign Object. Saint Agnes Home Health and Hospice, was fined eight hundred dollars ($800.00) pursuant Health and Safety Code - State 3 or 4 Pressure Ulcer. CONNECTICUT St. Mary’s Home, West Hartford, CT Based on an inspection of the facility conducted October 29, 2007 St. Mary’s Home was cited for violations of Connecticut State Agencies (Public Health Code). The facility was fined seven hundred and forty-five dollars ($745.00) for the Class A violation of Section 19-13-D8t(j)(2)(L) Chronic and convalescent nursing homes and rest homes with nursing supervision: Director of nurses. FLORIDA BayCare-Home Care Sarasota, Sarasota, Florida was fined three thousand dollars ($3,000.00) pursuant to a Survey Deficiency – Failed to Ensure Physicians Plan of Care for repeat of Class III deficiency 2004, 2005, 2006 and 2007 for Violations of 59A-8.0215(2) – Plan of Care and 59A-8.0095(3), - Personnel Saint Anthony’s Hospital, St. Petersburg, Florida was fined one thousand dollars ($1,000.00) pursuant to a Survey Deficiency for inspection findings of December 12, 2007 for Aspen State Regulation H0022 ((2) Coordination of Care. Each hospital shall develop and implement policies and procedures on discharge planning which address: (a) Identification of patients requiring discharge planning; (b) Initiation of discharge planning on a timely basis; (c) The role of the physician, other health care givers, the patient, and the patient's family in the discharge planning process; and (d) Documentation of the discharge plan in the patient's medical record including an assessment of the availability of appropriate services to meet identified needs following hospitalization.) Holy Cross Hospital, Fort Lauderdale, Florida was fined one thousand dollars ($1,000.00) pursuant to a Survey Deficiency for inspection findings of June 1, 2009 for Aspen State Regulation H0031 ((2) Transfer Procedures. Each hospital providing emergency services and care shall establish policies and procedures which incorporate the requirements of Chapter 395, F.S., relating to emergency services. The policies and procedures shall incorporate at a minimum: (a) Decision protocols identifying the emergency services personnel within the hospital responsible for the arrangement of outgoing and incoming transfers; and H0037 (Each hospital shall maintain records of all patients who request emergency care and services, or persons on whose behalf emergency care and services are requested, for a period of 5 years.) MARYLAND St. Catherine’s Nursing Center was fined fifteen thousand dollars ($15,000) pursuant to Survey Deficiencies for inspection findings of July 9, 14 and 15, 2009 for violations of COMAR 10.07.09.08 C (5) (c) (Resident's Rights and Services. C. A resident has the right to: (5) Be free from: (c) Sexual abuse), 10.07.09.15 D (1) (Abuse of Residents, D. Investigations. A nursing facility shall: (1) thoroughly investigate all allegations of abuse) and 10.07.09.15. D (2) (Abuse of Residents, D. Investigations. A nursing facility shall: (2) Take appropriate action to prevent further incidents of abuse while the investigation is in progress, and after that.) NEW YORK ADULT CARE FACILITIES Hawthorne Ridge, Inc. d/b/a Hawthorn Ridge was fined one thousand dollars ($1,000.00) pursuant to a stipulation and order dated March 28, 2012 for inspection findings of September 14, 2010 for violations 18 NYCRR Part 486.5(a)(4)(iii) – Endangerment. The information provided by the Adult Care Facility Policy and Surveillance unit has indicated that the applicant has provided sufficient supervision to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. LICENSED HOME HEALTH CARE AGENCIES, CERTIFIED HOME HEALTH AGENCIES, LONG TERM HOME HEALTH CARE AGENCIES, HOSPICE Eddy Visiting Nurse Association/Wesley VNA was fined three thousand five hundred dollars ($3,500.00) pursuant to a stipulation and order dated August 19, 2010 for inspection findings of July 22, 2008 and October 1, 2008 for violations of 10 NYCRR Sections 763.4(h) – Policies and Procedures of Service Delivery; 763.6(a) – Patient Assessment and Plan of Care; 763.6(b) – Patient Assessment and Plan of Care and 763.11(b) – Governing Authority. McCauley-Seton Home Care Corporation was fined six thousand five hundred dollars ($6,500.00) pursuant to a stipulation and order dated July 11, 2011 19, 2010 for inspection findings of December 17, 2009 for violations of 10 NYCRR Sections 763.4(h) – Policies and Procedures of Service Delivery; 763.6(b) – Patient Assessment and Plan of Care; 763.6(c) – Patient Assessment and Plan of Care; 763.6(e) – Patient Assessment and Plan of Care; 763.11(a) – Governing Authority; and 763.11(b) – Governing Authority. McCauley-Seton Home Care Corporation was fined five thousand five hundred dollars ($5,500.00) pursuant to a stipulation and order dated June 10, 2013 for inspection findings of September 15, 2011 for violations of 10 NYCRR Sections 763.11(b) – Governing Authority; 763.5(a) – Patient Referral, Admission and Discharge; 763.6(b) – Patient Assessment and Plan of Care; 763.6(c) – Patient Assessment and Plan of Care; and 763.7(a) – Clinical Records. The information provided by the Division of Home and Community Based Services has indicated that the applicant has provided sufficient supervision to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. RESIDENTIAL HEALTH CARE FACILITIES Our Lady of Mercy Life Center was fined two thousand dollars ($2,000.00) pursuant to a stipulation and order dated August 16, 2010 for inspection findings of June 1, 2009 for violations 10 NYCRR Section 415.12 – Quality of Care. St. Francis Home of Williamsville was fined ten thousand dollars ($10,000.00) pursuant to a stipulation and order dated January 18, 2012 for inspection findings of October 28, 2010 for violations 10 NYCRR Section 415.12 – Quality of Care Highest Practicable Potential. St. Francis Home of Williamsville was fined two thousand dollars ($2,000.00) pursuant to a stipulation and order dated January 10, 2012 for inspection findings of January 24, 2011 for violations 10 NYCRR Section 415.12 – Quality of Care Highest Practicable Potential. Adirondack Medical Center – Mercy was fined $2,000 pursuant to a stipulation and order signed by the facility on September 1, 2014 for inspection findings of August 13, 2008, August 20, 2009 and October 1, 2009 for violations of 10 NYCRR 415.12(h)(1)(2) Quality of Care: Accidents and Supervision. 415.12(I)(1) Quality of Care: Nutritional Status, 415.12(h)(I)(2), 415.26 Administration, 415.27(a-c) Quality Assessment and Assurance. Adirondack Medical Center – Uihlein was fined twenty thousand dollars $20,000 pursuant to a stipulation and order signed by the facility September 1, 2014 for inspection findings of August 8, 2008, September 28, 2009, January 22, 2010 and March 22, 2011 for violations of 10 NYCRR. August 8, 2008 – 10 NYCRR Section 415.3(e)(2)(ii)(b) Notification of Changes, 415.11(c)(3)(i) Comprehensive Care Plans, 415.12(l)(1) Quality of Care: Unnecessary Drugs, 415.12(m)(2) Quality of Care: Medication Errors, 415.15(b)(1)(i)(ii) Physician Services, 415.26 Administration, 415.26(b)(3)(1) Governing Body, 415.15(a) Medical Director, and 415.27(a-c) Quality Assessment and Assurance. September 28, 2009 and January 22, 2010 –10 NYCRR Section 415.12(h)(1)(2) Quality of Care: Accidents and Supervision, and 415.12 Quality of Care: Highest Practical Potential. March 22, 2011 – 10 NYCRR 415.4(b)(1)(ii) Investigate/Report Allegations and 415.26 Administration. The Information provided by the Bureau of Quality Assurance for Nursing Homes has indicated that the residential health care facilities reviewed have provided sufficient supervision to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. HOSPITALS AND DIAGNOSTIC & TREATMENT CENTERS The information provided by the Division of Hospitals and Diagnostic & Treatment Centers has indicated that the applicant has provided sufficient supervision to prevent harm to the health, safety and welfare of residents and to prevent recurrent code violations. MANAGED LONG TERM CARE PLANS AND PACE PROGRAMS The information provided by the Office of Managed Care has indicated that the MLTC plan has provided sufficient supervision to prevent harm to the health, safety and welfare of patients and to prevent recurrent code violations. Responses were received from the states listed above with the exception of the States of Iowa and Maryland. Although the responses received from each of these states did not include all of the health care facility located in each respective state, the responses received indicated that entities in these jurisdictions have exercised sufficient supervisory responsibility to protect the health, safety and welfare of patients. The applicant provided sufficient evidence that they made an adequate effort to obtain out of state compliance for each health care facility located outside of New York State. A review of all personal qualifying information indicates there is nothing in the background of the proposed members and managers to adversely affect their positions in the organization. The applicant has the appropriate character and competence under Article 36 of the Public Health Law. The applicant proposes to serve the residents of the following counties from an office located at 433 River Street, Suite 3000, Troy, New York 12180. Albany Montgomery Schoharie Columbia Rensselaer Warren Fulton Saratoga Washington Greene Schenectady The applicant proposes to provide the following health care services: Nursing Personal Care Nutritional Homemaker Home Health Aide Physical Therapy Occupational Therapy Respiratory Therapy Medical Social Services Speech-Language Pathology Housekeeping Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval September 11, 2014 RESOLUTION RESOLVED, that the Public Health and Health Planning Council, pursuant to the provisions of Section 3605 of the Public Health Law, on this 2nd day of October, 2014, having considered any advice offered by the staff of the New York State Department of Health and the Establishment and Project Review Committee of the Council, and after due deliberation, hereby approves the following applications for licensure, and with the contingencies, if any, as set forth below and providing that each applicant fulfills the contingencies and conditions, if any, specified with reference to the application, and be it further RESOLVED, that upon fulfillment by the applicant of the conditions and contingencies specified for the application in a manner satisfactory to the Public Health and Health Planning Council and the New York State Department of Health, the Secretary of the Council is hereby authorized to issue the approval of the Council of the application, and be it further RESOLVED, that upon the failure, neglect or refusal of the applicant to submit documentation or information in order to satisfy a contingency specified with reference to the application, within the stated time frame, the application will be deemed abandoned or withdrawn by the applicant without the need for further action by the Council, and be it further RESOLVED, that upon submission of documentation or information to satisfy a contingency specified with reference to the application, within the stated time frame, which documentation or information is not deemed sufficient by Department of Health staff, to satisfy the contingency, the application shall be returned to the Council for whatever action the Council deems appropriate. NUMBER: FACILITY: 2148 L Apex Licensed Home Care Agency, LLC (Bronx, Queens, Kings, Richmond, New York, Westchester Counties) 2000 L Arvut Home Care, Inc. (Bronx, Queens, Kings, Nassau, New York, and Richmond Counties) 2147 L Attentive Licensed Home Care Agency, LLC (Bronx, Queens, Kings, Richmond, New York and Nassau Counties) Beautiful Day Home Care, Inc. (Cayuga, Tompkins, Onondaga, Cortland, Oswego, and Seneca Counties) 2136 L 2134 L Best Professional Home Care Agency, Inc. (Bronx, Kings, Queens, New York, and Richmond Counties) 2371 L CNY Helpers, LLC d/b/a Home Helpers & Direct Link #58740 (Oneida, Madison, Onondaga and Oswego Counties) 2123 L EOM Service, Inc. d/b/a BrightStar of South Brooklyn (Kings, Bronx, Queens, Richmond, and New York Counties) 1980 L Clear Waters Home Care Services, LLC (Bronx, Orange, and Westchester Counties) 2038 L Gentle Hands Agency, Inc. (Bronx, New York, Queens, Kings and Richmond Counties) 2104 L Joyful NY, LLC d/b/a Joyful Home Care Services (Suffolk, Nassau and Queens Counties) 2150 L Professional Assistance for Seniors, Inc. (Monroe, Livingston, Wayne, Genesee, and Ontario Counties) 2066 L Reliance Home Care, Inc. (Kings, Bronx, Queens, Richmond, New York and Nassau Counties) 1614 L Taconic Innovations, Inc. (Westchester and Dutchess Counties) 1787 L The Terrance at Park Place, Inc. d/b/a The Terrance at Park Place Lansing (Tompkins County) 2223 L Alliance Nursing Staffing of New York, Inc. (Nassau, Putnam, Dutchess, New York, Rockland, Westchester, Suffolk, Sullivan and Orange Counties) 2294 L Astra Home Care, Inc. d/b/a True Care (New York, Bronx, Kings, Richmond, Queens, and Westchester Counties) 2267 L Bridgewood, LLC d/b/a New Fordham Arms Assisted Living LHCSA (Queens, Kings, New York, Bronx, and Richmond Counties) 2303 A Baywood, LLC d/b/a Plan and Partner Home Healthcare (Richmond County) 2303 L Baywood, LLC d/b/a Plan and Partner Home Healthcare (Queens, Kings, New York, and Richmond Counties) 2105 L Healthy and Long Life Care, Inc. (New York, Bronx, Kings, Richmond, Queens and Nassau Counties) 1935 L Supreme Homecare Agency of NY, Inc. (New York, Bronx, Kings, Richmond, Queens and Westchester Counties) 2212 L Ameritech Homecare Solutions, LLC d/b/a PC Aide Plus (Bronx, Queens, Kings, Richmond, New York and Westchester Counties) 2496 L A & T Healthcare, LLC (Dutchess, Rockland, Nassau, Suffolk, Orange, Westchester, Putnam, Bronx, Sullivan, Ulster, Kings, New York, Richmond, Queens, and Greene Counties) 2219 L Healthwood Assisted Living at Williamsville, Inc. (Erie County) 2220 L Healthwood Assisted Living at Penfield, Inc. (Monroe County) 2231 L Intergen Health, LLC (Bronx, Queens, Kings, Nassau, New York, and Richmond Counties) 2309 L Two K Management Corp. d/b/a Family Aides Home Care (Nassau, Suffolk, Queens, Westchester, Bronx, Kings, New York, Queens, Richmond, and Suffolk Counties) 2423 L Senior Care Connection, Inc. d/b/a Eddy Senior Care (See Exhibit for Counties) 2424 L Eddy Licensed Home Care Agency, Inc. (See Exhibit for Counties) Public Health and Health Planning Council Project # 141248-E White Plains Hospital Center Program: Purpose: Hospital Establishment County: Westchester Acknowledged: June 20, 2014 Executive Summary Description Montefiore Health System, Inc., requests approval to become the active parent and co-operator of White Plains Hospital (WPH). The proposed project, as described, does not result in any immediate changes in services at White Plains Hospital, in the projected utilization and staffing, or in any restructuring. BFA Attachment A is the organizational chart of Montefiore Health System, Inc. after the approval of the proposed application. Montefiore Health System, Inc. is the active parent/cooperator of the following facilities: Montefiore Medical Center-Montefiore Hospital (779-bed hospital), Montefiore Medical Center-Weiler Hospital (424-bed hospital), Montefiore Medical CenterWakefield Hospital (309-bed hospital), Wakefield Ambulatory Care Center (DTC), Montefiore Medical Center Long Term Home Health Care Program (LTHHCP), Montefiore Medical Center Home Care and Extended Services (CHHA), Montefiore New Rochelle Hospital (242-bed hospital), Montefiore Mount Vernon Hospital (176-bed hospital), Schaffer Extended Care Center (150-bed nursing home), and Montefiore Westchester Square (off-campus ED). The applicant will exercise the following active powers:  Approve the appointment of WPH management level employees (Chief Executive Officer, President, Chief Medical Officer and Chief Financial Officer).  Approve WPH operating and capital budgets.  Approve certain WPH operating policies and procedures.  Approve certificate of need applications.    Approve WPH debt necessary to finance the cost of compliance with operational or physical plant standards required by law. Approve hospital contracts for management or for clinical services, other than in the ordinary course of business. Approve settlements of administrative proceedings or litigation to which WPH is a party that may have a material adverse impact on WPH or MHS. DOH Recommendation Contingent Approval Need Summary This project will allow the health system to operate in a more cost effective manner, provide a more streamlined patient health system, and offer better access to care. Program Summary Based on the information reviewed, staff found nothing that would reflect adversely upon the applicant’s character and competence or standing in the community. Financial Summary There will no costs or budgets associated with this application. The applicant has demonstrated the capability to proceed in a financially feasible manner, and approval is recommended. Project #141248-E Exhibit Page 1 Recommendations Health Systems Agency There will be no HSA recommendation for this project. Office of Health Systems Management Approval contingent upon: 1. Submission of evidence of approval by the Office of Mental Health, acceptable to the Department. [PMU] 2. Submission of an executed Certificate of Amendment of the Certificate of Incorporation of White Plains Hospital Medical Center, acceptable to the Department. [CSL] 3. Submission of the adopted amended Bylaws of White Plains Hospital Medical Center, acceptable to the Department. [CSL] 4. Submission of an executed Restated Certificate of Incorporation of Montefiore Health System, Inc., acceptable to the Department. [CSL] 5. Submission of the adopted Amended and Restated Bylaws of Montefiore Health System, Inc., acceptable to the Department. [CSL] Approval conditional upon: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Council Action Date October 2, 2014 Project #141248-E Exhibit Page 2 Need Analysis Background White Plains Hospital Medical Center (WPH) has proven to be a community asset, with approximately 15% of the market share in Westchester County, and is a leader in tertiary care in the area. The addition of WPH to the Montefiore Health System help enhance quaternary care in Westchester County. There will be no changes in beds, services or utilization at WPH as a result of this project. Table 1 White Plains Hospital Center Bed Category Certified Capacity Coronary Care 8 Intensive Care 8 Maternity 28 Medical/Surgical 218 Neonatal Intensive Care 9 Neonatal Intermediate Care 6 Pediatric 15 Total 292 White Plains Hospital Center will be used as the hub for Montefiore Health System’s tertiary level of hospital services. Conclusion This project will allow the health system to operate in a more cost effective manner, provide a more streamlined patient health system, and offer better access to care. For these reasons, approval of this project is recommended. From a need perspective, approval is recommended. Program Analysis Program Description Montefiore Health System, Inc. (MHS), an existing not-for-profit corporation, seeks approval for the establishment of Montefiore Health System, Inc. as the sole member, active parent and co-operator of White Plains Hospital Medical Center (White Plains Hospital, or WPH). The project aims to build a regional network of hospitals and community physicians closely aligned in an integrated system of care serving Westchester and the Hudson Valley. The proposed project will not result in any immediate changes in staffing or in the number and/or type of beds or authorized services at White Plains Hospital. Montefiore Health System, Inc. (MHS) will become the active parent over: White Plains Hospital Medical Center WPH licensed Article 28 locations: Armonk Clinic Physical Therapy & Occupational Therapy Center at Westchester Avenue WPHC – Women’s Imaging Center White Plains HC OT & PT Clinic White Plains Hospital Imaging at New Rochelle WPH licensed Article 31 Programs White Plains Hospital Center Psychiatric Outpatient Clinic White Plains Hospital Continuing Day Treatment Project #141248-E Exhibit Page 3 Character and Competence White Plains Hospital’s current board members will remain on the WPH Board, and MHS may appoint three additional directors to the WPH Board. All 49 Trustees of the MHS Board were previously subjected to a character and competence review. The officers of the Montefiore Health System, Inc. Board are: Steven M. Safyer, MD David A. Tanner Oded Aboodi Kennet D. Weiser Lewis Henkind Christopher Panczner President/CEO Chairman Vice Chairman Treasurer Secretary Assistant Secretary Staff from the Division of Certification & Surveillance reviewed the disclosure information submitted regarding licenses held, formal education, training in pertinent health and/or related areas, employment history, a record of legal actions, and a disclosure of the applicant’s ownership interest in other health care facilities. Licensed individuals were checked against the Office of Medicaid Management, the Office of Professional Medical Conduct, and the Education Department databases as well as the US Department of Health and Human Services Office of the Inspector General Medicare exclusion database. Additionally, the staff from the Division of Certification & Surveillance reviewed the ten-year surveillance history of all associated facilities. Sources of information included the files, records, and reports found in the Department of Health. Included in the review were the results of any incident and/or complaint investigations, independent professional reviews, and/or comprehensive/focused inspections. The review found that any citations were properly corrected with appropriate remedial action. In a Stipulation and Order dated March 6, 2007, Montefiore Medical Center was fined $14,000 based on a the findings of a complaint investigation into the care rendered to a child who presented with signs and symptoms of child abuse but was discharged home to an unsafe environment. Recommendation From a programmatic perspective, approval is recommended. Financial Analysis Capability and Feasibility There are no project costs associated with this application. BFA Attachment B are the 2012 and 2013, certified financial statements of Montefiore Health System, Inc. As shown, the entity had an average positive working capital position and an average positive net asset position from 2012 through 2013. Also, the entity achieved average income from operations of $106,367,000 from 2012 through 2013. BFA Attachment C are the 2012 and 2013 certified financial statements of White Plains Hospital Center. As shown, the entity had an average positive working capital position from 2012 through 2013. The entity had a negative working capital position in 2013, which was the result of $7 million in capital spending (Major Modernization Phase II and Cancer Center Expansion and Renovation Projects) for which reimbursement was expected through either proceeds of a financing or an affiliation agreement. The agreement with Montefiore occurred in the first quarter of 2014 and the capital expenditures were reimbursed through that agreement in March 2014. March 2014. Year-to-date results show a positive working capital position. Also, the entity achieved income from operations of $5,240,645 from 2012 through 2013. Project #141248-E Exhibit Page 4 BFA Attachment D are the March 31, 2014 internal financial statements of Montefiore Health System, Inc. As shown, the entity had a positive working capital position and a positive net asset position. Also, the entity achieved an income from operations of $6,779,000 through March 31, 2014. BFA Attachment E are the June 30, 2014 internal financial statements of White Plains Hospital Center. As shown, the entity had a positive working capital position and a positive net asset position. Also, the entity achieved an income from operations of $1,691,944 through June 30, 2014. The applicant has demonstrated that the capability to proceed in a financially feasible manner and approval is recommended. Recommendation From a financial perspective, approval is recommended. Attachments BFA Attachment A BFA Attachment B BFA Attachment C BFA Attachment D BFA Attachment E Organizational Chart of Montefiore Health System, Inc. Financial Summary- 2012 and 2013 certified financial statements of Montefiore Health System Financial Summary- 2013 and 2013 certified financial statements of White Plains Hospital Center Financial Summary- March 31, 2014 internal financial statements of Montefiore Health System Financial Summary- June 30, 2014 internal financial statements of White Plains Hospital Center Project #141248-E Exhibit Page 5 RESOLUTION RESOLVED, that the Public Health and Health Planning Council, pursuant to the provisions of Section 2801-a of the Public Health Law, on this 2nd day of October, 2014, having considered any advice offered by the Regional Health Systems Agency, the staff of the New York State Department of Health, and the Establishment and Project Review Committee of this Council and after due deliberation, hereby proposes to approve the following application to establish Montefiore Health System, Inc. (MHS) as the active parent/co-operator of White Plains Hospital Medical Center , and with the contingencies, if any, as set forth below and providing that each applicant fulfills the contingencies and conditions, if any, specified with reference to the application, and be it further RESOLVED, that upon fulfillment by the applicant of the conditions and contingencies specified for the application in a manner satisfactory to the Public Health and Health Planning Council and the New York State Department of Health, the Secretary of the Council is hereby authorized to issue the approval of the Council of the application, and be it further RESOLVED, that any approval of this application is not to be construed as in any manner releasing or relieving any transferor (of any interest in the facility that is the subject of the application) of responsibility and liability for any Medicaid (Medicaid Assistance Program -Title XIX of the Social Security Act) or other State fund overpayments made to the facility covering the period during which any such transferor was an operator of the facility, regardless of whether the applicant or any other entity or individual is also responsible and liable for such overpayments, and the State of New York shall continue to hold any such transferor responsible and liable for any such overpayments, and be it further RESOLVED, that upon the failure, neglect or refusal of the applicant to submit documentation or information in order to satisfy a contingency specified with reference to the application, within the stated time frame, the application will be deemed abandoned or withdrawn by the applicant without the need for further action by the Council, and be it further RESOLVED, that upon submission of documentation or information to satisfy a contingency specified with reference to the application, within the stated time frame, which documentation or information is not deemed sufficient by Department of Health staff, to satisfy the contingency, the application shall be returned to the Council for whatever action the Council deems appropriate. NUMBER: FACILITY/APPLICANT: 141248 E White Plains Hospital Center APPROVAL CONTINGENT UPON: 1. 2. 3. 4. 5. Submission of evidence of approval by the Office of Mental Health, acceptable to the Department. [PMU] Submission of an executed Certificate of Amendment of the Certificate of Incorporation of White Plains Hospital Medical Center, acceptable to the Department. [CSL] Submission of the adopted amended Bylaws of White Plains Hospital Medical Center, acceptable to the Department. [CSL] Submission of an executed Restated Certificate of Incorporation of Montefiore Health System, Inc., acceptable to the Department. [CSL] Submission of the adopted Amended and Restated Bylaws of Montefiore Health System, Inc., acceptable to the Department. [CSL] APPROVAL CONDITIONAL UPON: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Documentation submitted to satisfy the above-referenced contingencies (4 copies) should be submitted within sixty (60) days to: Barbara DelCogliano Director Bureau of Project Management NYS Department of Health Empire State Plaza Corning Tower, Room 1842 Albany, New York 12237 Public Health and Health Planning Council Project # 142009-E RU System Program: Purpose: Hospital Establishment County: Ontario Acknowledged: July 11, 2014 Executive Summary Description RU System, a/k/a Rochester Regional Health System, requests approval to become the active parent and cooperator of The Clifton Springs Sanitarium Company d/b/a Clifton Springs Hospital and Clinic (CSHC). RU System will be the active parent/co-operator of the following facilities: Clifton Springs Hospital and Clinic (104-bed hospital) and Clifton Springs Hospital and Clinic Extended Care (108 RHCF beds). BFA Attachment A is the organizational chart of RU System. Also included in the organizational chart of RU System is the transaction in CON 141018, which was approved with contingencies by the Public Health and Health Planning Council on April 10, 2014, and received final approval on June 27, 2014. RU System became the active parent and co-operator of the licensed healthcare affiliates of both Rochester General Health System (RGHS) and Unity Health System. The applicant will exercise the following active powers:  Approve and interpret the statement of mission and philosophy adopted by the Corporation and to require that the Corporation operate in conformance with the Corporation’s mission and philosophy.  Set the number of trustees of the Corporation within the limits set by New York State legislation that establishes the minimum and maximum number of trustees of the Corporation.  Appoint and remove, with or without cause, the trustees of the Corporation.  Appoint and remove, with or without cause, the chief executive officer of the Corporation.  Approve any amendment of the Certificate of Incorporation and the bylaws of the Corporation.  Approve any debt of the Corporation, other than in the ordinary course of business, in excess of an amount to be fixed from time to time by the Corporation’s members for a single borrowing and in        the aggregate for the preceding twelve month period, including any debt necessary to finance the cost of compliance with operational, or physical plant standards required by applicable law. Approve the sale, lease, exchange or disposition of all, or substantially all the assets of the Corporation, and to approve any sale, acquisition lease, transfer, mortgage, pledge or other alienation of an interest in any real or personal property of the Corporation in excess of an amount to be fixed from time to time by the Corporation’s member, in a single transaction or in the aggregate for the preceding twelve month period, or otherwise outside of the ordinary course of the business. Approve the capital and operating budgets of the Corporation. Approve any plan of merger, consolidation, reorganization, dissolution or liquidation of the Corporation, including the addition of any entities as new members of the Corporation and the Corporation’s participation in, or development or dissolution of, any subsidiary organizations, including corporations, partnerships or joint ventures of the Corporation and other entities. Approve the strategic plan of the Corporation. Approve settlements of litigation when such settlements exceed applicable insurance coverage or the amount of any applicable self-insurance fund. Approve contracts that require Department of Health approval. Approve Certificate of Need applications that are to be filed with the Department of Health. DOH Recommendation Contingent Approval Project #142009-E Exhibit Page 1 Need Summary This project will not change utilization, services, or beds. The project will allow RU System to oversee the two facilities and act with power to facilitate all Article 28 applicable laws. Patients will benefit by the continued access to care and the enhanced program quality and service. There will be no change in beds or services and there are no anticipated utilization changes for this project. Program Summary Based on the information reviewed, staff found nothing that would reflect adversely upon the applicant’s character and competence or standing in the community. Financial Summary There will be no costs or budgets associated with this application. The applicant has demonstrated the capability to proceed in a financially feasible manner, and approval is recommended. Project #142009-E Exhibit Page 2 Recommendations Health Systems Agency There will be no HSA recommendation for this project. Office of Health Systems Management Approval contingent upon: 1. Submission of evidence of approval by the Office of Alcoholism and Substance Abuse Services, acceptable to the Department. [PMU] 2. Submission of evidence of approval by the Office of Mental Health, acceptable to the Department. [PMU] 3. Submission of an executed Certificate of Amendment of the Certificate of Incorporation of The Clifton Springs Sanitarium Company, acceptable to the Department. [CSL] 4. Submission of the adopted Amended and Restated Corporate Bylaws of The Clifton Springs Sanitarium Company, acceptable to the Department. [CSL] 5. Submission of an executed amended Certificate of Incorporation of RU System, Inc., acceptable to the Department. [CSL] Approval conditional upon: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Council Action Date October 2, 2014 Project #142009-E Exhibit Page 3 Need Analysis Background RU System, Inc. is seeking approval to be established as the active parent and co-operator of the Clifton Springs Sanitarium Company d/b/a Clifton Springs Hospital and Clinic (“CSHC”), a 154 bed acute care Hospital located at 2 Coulter Road, Clifton Springs (Ontario County), New York, 14432. CSHC also operates Clifton Springs Hospital and Clinic Extended Care, a 108 bed Residential Health Care Facility. Both facilities will fall under the integrated hospital system and allow RU System to exercise Article 28 powers over the facilities. Table 1 Clifton Springs Hospital and Clinic Bed Category Chemical Dependence – Rehab Intensive Care Medical/Surgical Psychiatric Total Certified Capacity 30 6 100 18 154 Clifton Springs Hospital and Clinic Extended Care had a 98.1% utilization rate in July, 2014. Conclusion This project will help the RU Health system to be more cost effective, providing a more streamlined patient health system and better access to care. Approval of this project is recommended. Recommendation From a need perspective, approval is recommended. Program Analysis Program Description Establish RU System, Inc. as the active parent and co-operator of The Clifton Springs Sanitarium Company d/b/a Clifton Springs Hospital and Clinic (CSHC). CSHC is a 154-bed acute care hospital that also operates a residential health care facility (RHCF) in Ontario County, New York. Upon approval, RU System will become the active parent and will have the ability, as sole corporate member, to exercise active powers over CSHC and gain oversight with respect to day-to-dayoperations over both The Clifton Springs Sanitarium Company d/b/a Clifton Springs Hospital and Clinic (CSHC) and Clifton Springs Hospital and Clinic Extended Care (108-bed RHCF). The applicant’s objective is to establish a coordinated, integrated system aimed at improving quality, increasing access and lowering the costs of health care in the communities served by CSHC. CSHC will remain a separate not-for-profit corporation and no reduction in authorized services or the number and/or type of beds is planned. Further, there are no costs associated with this project and no changes to staffing are anticipated. RU System, Inc. will be renamed Rochester Regional Health System and will operate under a Certificate of Assumed Name until its Certificate of Incorporation is amended to reflect the new name. Project #142009-E Exhibit Page 4 Character and Competence The proposed governing board of RU System consists of 24 members who were subject to a Character and Competence review. The proposed Officers of RU System’s Board are: Name Robert A. Dobies Michael R. Nuccitelli Robert S. Sands Faheem A. R. Masood Title Chair Vice Chair Secretary Treasurer Staff from the Division of Certification & Surveillance reviewed the disclosure information submitted regarding licenses held, formal education, training in pertinent health and/or related areas, employment history, a record of legal actions, and a disclosure of the applicant’s ownership interest in other health care facilities. Licensed individuals were checked against the Office of Medicaid Management, the Office of Professional Medical Conduct, and the Education Department databases as well as the US Department of Health and Human Services Office of the Inspector General Medicare exclusion database. Of the twenty-four (24) members reviewed, there were two disclosures: Mr. Leonard Olivieri revealed that his New Jersey law license was administratively revoked for failure to pay fees to maintain its active status when he ceased to practice law in New Jersey and Dr. Thomas Penn, a vascular surgeon, disclosed one pending and one settled medical malpractice case. Additionally, the staff from the Division of Certification & Surveillance reviewed the ten-year surveillance history of all associated facilities. Sources of information included the files, records, and reports found in the Department of Health. Included in the review were the results of any incident and/or complaint investigations, independent professional reviews, and/or comprehensive/focused inspections. The review found that any citations were properly corrected with appropriate remedial action. Recommendation From a programmatic perspective, approval is recommended. Financial Analysis Capability and Feasibility There are no project costs associated with this application. BFA Attachment B are the 2012 and 2013 certified financial statements of Clifton Springs Hospital and Clinic and Affiliates. As shown, the entity had an average positive working capital position and an average positive net asset position from 2012 and 2013. Also, the entity incurred average historical losses of $2,223,474 from 2012 and 2013. The applicant has indicated that the reason for the losses are as follows: In October 2011, the orthopedic group left Clifton Springs Hospital and Clinic, which represented 40% of the hospital’s operating room volume. The hospital continued to experience a decrease in overall volume, including a 15% decrease in acute discharges from 2011 to 2012. As volume decreased, the hospital did not adjust its staffing levels. The applicant implemented the following steps to improve operations: At the end of 2012, Management and the Board of Trustees engaged a consulting firm that assisted with the implementation of an approximately $6 million ongoing annual operating margin improvement plan. The plan included a $4 million restructuring of the workforce, which took place in January 2013. The workforce reduction eliminated 92 FTE’s. The balance of the plan included revenue improvements and other operating expense reductions being implemented throughout 2013 and 2014. Project #142009-E Exhibit Page 5 BFA Attachment C is the June 30, 2014 internal financial statements of Clifton Springs Hospital and Clinic and Affiliates. As shown, the entity had a positive working capital position and a positive net asset position through June 30, 2014. Also, the entity incurred an operating loss of $396,352 through June 30, 2014. The applicant has been improving operations through June 30, 2014 from historical. The applicant has demonstrated the capability to proceed in a financially feasible manner, and approval is recommended. Recommendation From a financial perspective, approval is recommended. Attachments BFA Attachment A BFA Attachment B BFA Attachment C Organizational Chart of RU System Financial Summary- 2012 and 2013 certified financial statements of Clifton Springs Hospital and Affiliates Financial Summary- June 30, 2014 internal financial statements of Clifton Springs Hospital and Clinic and Affiliates Project #142009-E Exhibit Page 6 RESOLUTION RESOLVED, that the Public Health and Health Planning Council, pursuant to the provisions of Section 2801-a of the Public Health Law, on this 2nd day of October, 2014, having considered any advice offered by the Regional Health Systems Agency, the staff of the New York State Department of Health, and the Establishment and Project Review Committee of this Council and after due deliberation, hereby proposes to approve the following application to establish RU system as the active parent/co-operator of Clifton Springs Hospital and Clinic, and with the contingencies, if any, as set forth below and providing that each applicant fulfills the contingencies and conditions, if any, specified with reference to the application, and be it further RESOLVED, that upon fulfillment by the applicant of the conditions and contingencies specified for the application in a manner satisfactory to the Public Health and Health Planning Council and the New York State Department of Health, the Secretary of the Council is hereby authorized to issue the approval of the Council of the application, and be it further RESOLVED, that any approval of this application is not to be construed as in any manner releasing or relieving any transferor (of any interest in the facility that is the subject of the application) of responsibility and liability for any Medicaid (Medicaid Assistance Program -Title XIX of the Social Security Act) or other State fund overpayments made to the facility covering the period during which any such transferor was an operator of the facility, regardless of whether the applicant or any other entity or individual is also responsible and liable for such overpayments, and the State of New York shall continue to hold any such transferor responsible and liable for any such overpayments, and be it further RESOLVED, that upon the failure, neglect or refusal of the applicant to submit documentation or information in order to satisfy a contingency specified with reference to the application, within the stated time frame, the application will be deemed abandoned or withdrawn by the applicant without the need for further action by the Council, and be it further RESOLVED, that upon submission of documentation or information to satisfy a contingency specified with reference to the application, within the stated time frame, which documentation or information is not deemed sufficient by Department of Health staff, to satisfy the contingency, the application shall be returned to the Council for whatever action the Council deems appropriate. NUMBER: FACILITY/APPLICANT: 142009 E RU System APPROVAL CONTINGENT UPON: 1. Submission of evidence of approval by the Office of Alcoholism and Substance Abuse Services, acceptable to the Department. [PMU] 2. Submission of evidence of approval by the Office of Mental Health, acceptable to the Department. [PMU] 3. Submission of an executed Certificate of Amendment of the Certificate of Incorporation of The Clifton Springs Sanitarium Company, acceptable to the Department. [CSL] 4. Submission of the adopted Amended and Restated Corporate Bylaws of The Clifton Springs Sanitarium Company, acceptable to the Department. [CSL] 5. Submission of an executed amended Certificate of Incorporation of RU System, Inc., acceptable to the Department. [CSL] APPROVAL CONDITIONAL UPON: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Documentation submitted to satisfy the above-referenced contingencies (4 copies) should be submitted within sixty (60) days to: Barbara DelCogliano Director Bureau of Project Management NYS Department of Health Empire State Plaza Corning Tower, Room 1842 Albany, New York 12237 Public Health and Health Planning Council Project # 142041-E RU System Program: Purpose: Hospital Establishment County: Genesee Acknowledged: August 4, 2014 Executive Summary Description RU System, a/k/a Rochester Regional Health System, requests approval to become the active parent and cooperator of the United Memorial Medical Center (UMMC) a 131-bed community hospital operating at two sites in Batavia. BFA Attachment A is the organizational chart of RU System. Also included in the organizational chart of RU System, is the transaction under CON 141018, which was approved with contingencies by the Public Health and Health Planning Council on April 10, 2014, and received final approval on June 27, 2014. CON 141018 was for RU System to become the active parent and co-operator of the licensed healthcare affiliates of both Rochester General Health System and Unity Health System. The applicant will exercise the following active powers:  Approve and interpret the statement of mission and philosophy adopted by the Corporation and to require that the Corporation operate in conformance with the corporate mission and philosophy.  Set the number of directors of the Corporation.  Appoint and remove, with or without cause, the directors of the Corporation.  Appoint and remove, with or without cause, the chief executive officer of the Corporation.  Approve any amendment of the Certificate of Incorporation and the bylaws of the Corporation.  Approve any debt of the Corporation, other than in the ordinary course of business, in excess of an amount to be fixed from time to time by the Corporation’s member.  Approve the sale, lease, exchange or disposition of all, or substantially all, of the assets of the Corporation.       Approve the capital and operating budgets of the Corporation. Approve any plan of merger, consolidation, reorganization, dissolution or liquidation of the Corporation. Approve the strategic plan of the Corporation. Approve settlements of litigation when such settlements exceed applicable insurance coverage or the amount of any applicable self-insurance fund. Approve contracts that require Department of Health approval. Approve Certificate of Need applications that are to be filed with the Department of Health. DOH Recommendation Contingent Approval Need Summary This project will not change utilization, services, or beds. The project will allow RU System to oversee the facility and act with power to facilitate all Article 28 applicable laws. Patients will benefit by the preservation of access to care, delivered with a more streamlined approach. There will be no change in beds or services at UMMC and there are no anticipated utilization changes for the facility. Program Summary Based on the information reviewed, staff found nothing that would reflect adversely upon the applicant’s character and competence or standing in the community. Project #142041-E Exhibit Page 1 Financial Summary There will be no costs or budgets associated with this application. The applicant has demonstrated the capability to proceed in a financially feasible manner and approval is recommended. Project #142041-E Exhibit Page 2 Recommendations Health Systems Agency There will be no HSA recommendation for this project. Office of Health Systems Management Approval contingent upon: 1. Submission of evidence of approval by the Office of Alcoholism and Substance Abuse Services, acceptable to the Department. [PMU] 2. Submission of a finalized and executed Restated Certificate of Incorporation of United Memorial Medical Center, acceptable to the Department. [CSL] 3. Submission of the adopted Amended and Restated Corporate Bylaws of United Memorial Medical Center, acceptable to the Department. [CSL] 4. Submission of an executed amended Certificate of Incorporation of RU System, Inc., acceptable to the Department. [CSL] Approval conditional upon: 1. The project must be completed within three years from the date of the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Council Action Date October 2, 2014 Project #142041-E Exhibit Page 3 Need Analysis Background RU System, Inc. is seeking approval to be established as the active parent and co-operator of United Memorial Medical Center, a 131 bed community hospital having two sites in Batavia NY. The facility will fall under the integrated hospital system and allow RU System to exercise Article 28 powers over the facilities. Table 1 UMMC – Bank Street Bed Category Chemical Dependence – Rehab Chemical Dependence – Detox Total Certified Capacity 18 2 20 Table 2 UMMC – North Street Bed Category Coronary Care Intensive Care Maternity Medical/Surgical Pediatric Total Certified Capacity 6 4 10 86 5 111 Conclusion This project will allow RU System to operate in a more cost effective manner, providing a more streamlined patient health system and better access to care. Approval of this project is recommended. Recommendation From a need perspective, approval is recommended. Program Analysis Program Description Establish RU System, Inc. as the active parent and co-operator of United Memorial Medical Center (UMMC). UMMC is a 131-bed community hospital operating at two sites in Batavia (Genesee County). UMMC also operates five (5) extension clinics in Genesee and Orleans Counties. Upon approval, RU System will become the active parent and will have the ability, as sole corporate member, to exercise active powers over UMMC and gain oversight with respect to day-to-day-operations. The applicant’s objective is to establish a coordinated, integrated system that will provide affordable, quality healthcare services to the communities served by UMMC. UMMC will remain a separate not-forprofit corporation and no reduction in authorized services or the number and/or type of beds is planned. Further, no costs are associated with this project and no staffing changes are anticipated. RU System, Inc. will be renamed Rochester Regional Health System and will operate under a Certificate of Assumed Name until its Certificate of Incorporation is amended to reflect the new name. Project #142041-E Exhibit Page 4 Character and Competence The proposed governing board of RU System consists of 24 members who were subject to a Character and Competence review. The proposed Officers of RU System’s Board are: Name Robert A. Dobies Michael R. Nuccitelli Robert S. Sands Faheem A. R. Masood Title Chair Vice Chair Secretary Treasurer Staff from the Division of Certification & Surveillance reviewed the disclosure information submitted regarding licenses held, formal education, training in pertinent health and/or related areas, employment history, a record of legal actions, and a disclosure of the applicant’s ownership interest in other health care facilities. Licensed individuals were checked against the Office of Medicaid Management, the Office of Professional Medical Conduct, and the Education Department databases as well as the US Department of Health and Human Services Office of the Inspector General Medicare exclusion database. Of the twenty-four (24) members reviewed, there were two disclosures: Mr. Leonard Olivieri revealed that his New Jersey law license was administratively revoked for failure to pay fees to maintain its active status when he ceased to practice law in New Jersey, and Dr. Thomas Penn, a vascular surgeon, disclosed one pending and one settled medical malpractice case. Additionally, the staff from the Division of Certification & Surveillance reviewed the ten-year surveillance history of all associated facilities. Sources of information included the files, records, and reports found in the Department of Health. Included in the review were the results of any incident and/or complaint investigations, independent professional reviews, and/or comprehensive/focused inspections. The review found that any citations were properly corrected with appropriate remedial action. Recommendation From a programmatic perspective, approval is recommended. Project #142041-E Exhibit Page 5 Financial Analysis Capability and Feasibility There are no project costs associated with this application. BFA Attachment B is the 2012 and 2013 certified financial statements of United Memorial Medical Center and Subsidiary. As shown, the entity had an average positive working capital position and an average positive net asset position from 2012 through 2013. Also, the entity achieved an average income from operations of $2,592,638 from 2012 through 2013. BFA Attachment C is the May 31, 2014, internal financial statements of United Memorial Medical Center. As shown, the entity had a positive working capital position and a positive net asset position through May 31, 2014. Also, the entity achieved income from operations of $2,411,000 for the period ending May 31, 2014. The applicant has demonstrated the capability to proceed in a financially feasible manner, and approval is recommended. Recommendation From a financial perspective, approval is recommended. Attachments BFA Attachment A BFA Attachment B BFA Attachment C Organizational Chart of RU System Financial Summary- 2012 and 2013 certified financial statements of United Memorial Medical Center May 31, 2014 internal financial statements of United Memorial Medical Center. Project #142041-E Exhibit Page 6 RESOLUTION RESOLVED, that the Public Health and Health Planning Council, pursuant to the provisions of Section 2801-a of the Public Health Law, on this 2nd day of October, 2014, having considered any advice offered by the Regional Health Systems Agency, the staff of the New York State Department of Health, and the Establishment and Project Review Committee of this Council and after due deliberation, hereby proposes to approve the following application to establish RU System as the active parent/co-operator of United Memorial medical Center, and with the contingencies, if any, as set forth below and providing that each applicant fulfills the contingencies and conditions, if any, specified with reference to the application, and be it further RESOLVED, that upon fulfillment by the applicant of the conditions and contingencies specified for the application in a manner satisfactory to the Public Health and Health Planning Council and the New York State Department of Health, the Secretary of the Council is hereby authorized to issue the approval of the Council of the application, and be it further RESOLVED, that any approval of this application is not to be construed as in any manner releasing or relieving any transferor (of any interest in the facility that is the subject of the application) of responsibility and liability for any Medicaid (Medicaid Assistance Program -Title XIX of the Social Security Act) or other State fund overpayments made to the facility covering the period during which any such transferor was an operator of the facility, regardless of whether the applicant or any other entity or individual is also responsible and liable for such overpayments, and the State of New York shall continue to hold any such transferor responsible and liable for any such overpayments, and be it further RESOLVED, that upon the failure, neglect or refusal of the applicant to submit documentation or information in order to satisfy a contingency specified with reference to the application, within the stated time frame, the application will be deemed abandoned or withdrawn by the applicant without the need for further action by the Council, and be it further RESOLVED, that upon submission of documentation or information to satisfy a contingency specified with reference to the application, within the stated time frame, which documentation or information is not deemed sufficient by Department of Health staff, to satisfy the contingency, the application shall be returned to the Council for whatever action the Council deems appropriate. NUMBER: FACILITY/APPLICANT: 142041 E RU System APPROVAL CONTINGENT UPON: 1. Submission of evidence of approval by the Office of Alcoholism and Substance Abuse Services, acceptable to the Department. [PMU] 2. Submission of a finalized and executed Restated Certificate of Incorporation of United Memorial Medical Center, acceptable to the Department. [CSL] 3. Submission of the adopted Amended and Restated Corporate Bylaws of United Memorial Medical Center, acceptable to the Department. [CSL] 4. Submission of an executed amended Certificate of Incorporation of RU System, Inc., acceptable to the Department. [CSL] APPROVAL CONDITIONAL UPON: 1. The project must be completed within three years from the date of the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Documentation submitted to satisfy the above-referenced contingencies (4 copies) should be submitted within sixty (60) days to: Barbara DelCogliano Director Bureau of Project Management NYS Department of Health Empire State Plaza Corning Tower, Room 1842 Albany, New York 12237 Public Health and Health Planning Council Project # 142024-E Charles Evans Health Center, Inc. Program: Purpose: Diagnostic and Treatment Center Establishment County: Nassau Acknowledged: July 21, 2014 Executive Summary Description Charles Evans Health Center, Inc. (CEHC), a proposed not-for-profit entity, is seeking approval to be established as the new operator of the existing Article 28 diagnostic and treatment center (D&TC) currently operated by Adults and Children with Learning and Developmental Disabilities, Inc. (ACLD). ACLD is a dually licensed Article 28 D&TC and Article 16 clinic facility, which began operations in September 1992. Both the Article 28 and Article 16 operations are located at 857 South Oyster Bay Road, Bethpage. ACLD wants to convert the Article 28 D&TC to a FQHC. Due to federal program requirements that stipulate the FQHC must be a separate arms-length entity, ACLD cannot convert to a FQHC under their current operating structure. Therefore, CEHC is being formed as a separate, but related, business entity to serve as the new operator of the Article 28 D&TC, which will be eligible to apply for FQHC designation upon establishment. The sole member of Charles Evans Health Center, Inc., is Adults and Children with Learning and Developmental Disabilities, Inc. The applicant is proposing to be the new medical home for the current patients of ACLD, and intends to expand their service area and services to the medically underserved residents of Long Island, including residents of Nassau County and the western areas of Suffolk County. The applicant has a Letter of Intent (LOI) to become an FQHC sub-recipient of Hudson River Healthcare (HRHCare), an existing FQHC. HRHCare is a network of 22 health centers serving the 10 counties of the Hudson Valley and Long Island regions. The applicant is proposing to join HRHCare’s network once they receive FQHC designation. As an FQHC, the applicant would receive cost-based reimbursement under Medicare and Medicaid law, and would be eligible for HRSA Section 330 Grant funding. Additionally, it would be eligible for participation in the Federal Tort Claims Act, which eliminates malpractice insurance costs. Upon approval of this CON, CEHC will operate the Article 28 D&TC currently operated by ACLD with the following changes:  All services and staff related to the DOH Article 28 D&TC will be transferred to CEHC, which will be located on the 1st floor.  All OMRDD Article 16 services will be relocated to the 2nd floor in order to eliminate any shared space issues that might arise.  The Article 28 D&TC will provide the same services as currently for ACLD, plus the addition of Pediatric services. It is noted that the majority of the patients that use the services of this D&TC are classified as individuals with developmental disabilities. DOH Recommendation Contingent Approval Need Summary The clinic will continue to provide necessary services and serve as a medical home to a special population of people with developmental disabilities. Program Summary Based on the information reviewed, staff found nothing that would reflect adversely upon the applicant’s character and competence or standing in the community. Project #142024-E Exhibit Page 1 Financial Summary There are no project costs associated with this application. The facility has completed several steps involved in the FQHC certification process and expects to receive FQHC designation before the end of the first year of operations. FQHC Budget (Year 1) Revenues: Expenses: Gain/(Loss): $4,091,651 $4,081,150 $ 10,501 FQHC Budget (Year 3) Revenues: Expenses: Gain/(Loss): $4,503,091 $4,157,390 $ 345,701 As the facility is currently in the process of applying for FQHC designation, the DOH requested a sensitized budget to be provided for both year 1 and year 3 based on the current D&TC rates. D&TC rate sensitized budget (Year 1) D&TC rate sensitized budget (Year 3) Revenues: Expenses: Gain/(Loss): $3,158,893 $3,157,054 $1,839 Revenues: Expenses: Gain/(Loss): $3,349,536 $3,343,510 $6,026 DOH staff has reviewed the D&TC budgets under both rate structures and has determined that the applicant can meet costs and maintain at least a break-even operating margin under current D&TC rates of payment. Subject to noted contingencies, the applicant has demonstrated the capability to proceed in a financially feasible manner. Project #142024-E Exhibit Page 2 Recommendations Health Systems Agency There will be no HSA recommendation for this project. Office of Health Systems Management Approval contingent upon: 1. Submission of evidence of approval by the Office of Mental Health, acceptable to the Department. [PMU] 2. Submission of an executed building lease agreement acceptable to the Department of Health. [BFA] 3. Submission of an executed medical records custody agreement acceptable to the Department of Health. [BFA] 4. Submission of an executed movable equipment asset purchase agreement acceptable to the Department of Health. [BFA] 5. Submission of an executed subvention agreement for the movable equipment between Adults and Children with Learning and Developmental Disabilities, Inc., and Charles Evans Health Center, Inc., acceptable to the Department of Health. [BFA] 6. Submission of an executed subvention agreement for the working capital between Adults and Children with Learning and Developmental Disabilities, Inc. and Charles Evans Health Center, Inc., acceptable to the Department of Health. [BFA] 7. Submission of an executed acquisition agreement acceptable to the Department of Health. [BFA] 8. Submission of documentation of receipt of Health Resources and Services Administration (HRSA) Section 330 Grant funding acceptable to the Department of Health. [BFA] 9. Submission of a photocopy of the applicants executed bylaws, acceptable to the Department. [CSL] 10. Submission of a photocopy of an executed and signed facility lease agreement, acceptable to the Department. [CSL] 11. Submission of an executed Certificate of Amendment to the applicants Certificate of Incorporation, acceptable to the Department. [CSL] 12. Submission of evidence of the transfer of the operational assets of Adults and Children with Learning and Developmental Disabilities, Inc. to the applicants, acceptable to the Department. [CSL] Approval conditional upon: 1. The project must be completed within three years from the date of the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] 2. Submission of documentation of Federally Qualified Health Center (FQHC) designation for the Charles Evans Health Center, Inc. [BFA] 3. Submission of an executed FQHC sub-recipient agreement between Hudson River Health Care, Inc., and Charles Evans Health Care Center, Inc. [BFA] 4. The staff of the facility must be separate and distinct from staff of other entities. [HSP] 5. The signage must clearly denote the facility is separate and distinct from other adjacent entities. [HSP] 6. The entrance to the facility must not disrupt any other entity's clinical program space. [HSP] 7. The clinical space must be used exclusively for the approved purpose. [HSP] 8. Charles Evans Health Center, Inc. may not commence operations until the Article 16 services have relocated to separate and distinct space. [OPWDD] Council Action Date October 2, 2014 Project #142024-E Exhibit Page 3 Need Analysis Background Charles Evans Health Center, Inc. (CEHC) is requesting approval to establish ownership of an existing Article 28 diagnostic and treatment center operated by Adults and Children with Learning and Developmental Disabilities, Inc. (ACLD). The location of the D&TC is 857 South Oyster Bay Road, Bethpage, 11714, in Nassau County. CEHC is a proposed new 501(c)(3) not-for-profit entity. Analysis Service area includes all of Nassau County and the western section of Suffolk County having zip codes 11701, 11702, 11703, 11704, 11726, 11729, 11743,11746,11747,11757, 11795, and 11798. Upon approval of this CON, CEHC will continue operations at the existing Article 28 site on South Oyster Bay Road. All services related to the Article 28 D&TC will be transferred to CEHC and be located on the 1st floor of the building, while the Article 16 services will be re-located to the 2nd floor. The center will provide the following services: Medical Services – Primary Care Certified Mental Health Services Dental Medical Social Services Nutrition Podiatry Psychology Radiology-Diagnostic Therapy-Occupational Therapy-Physical Therapy-Speech Language Pathology Total number of visits in 2013 was 16,855, 35 percent of which were primary care visits. The number of projected visits is 17,901 in year 1 and 18,804 in year 3, with 36 percent primary care visits. Prevention Quality Indicators - PQIs PQIs are rates of admission to the hospital for conditions for which good outpatient care can potentially prevent the need for hospitalization, or for which early intervention can prevent complications or more severe disease. The applicant reports a total of nine zip codes within Nassau County having residents at risk; these zip codes are 11520, 11550, 11096, 11561, 11590, 11575, 11553, 11003, and 11542. The table below provides information on the PQI rates for selected major condition categories for these nine zip codes. It shows that these rates are significantly higher for the nine zip codes combined than those for New York State. (Source: NYSDOH) PQI Rates: Hospital Admissions/100,000 Adults All Acute All Circulatory All Diabetes All Respiratory Total All Nine Zip Codes Combined 654 622 336 448 2,060 New York State 526 456 224 357 1,563 As mentioned earlier, the service area includes all of Nassau County and 12 zip codes (11701, 11702, 11703, 11704, 11726, 11729, 11743,11746,11747,11757, 11795, and 11798) in the western section of Suffolk County. The table below provides information on PQI rates for selected major condition categories for these 12 zip codes in western Suffolk County, plus zip code 11714 where the site is Project #142024-E Exhibit Page 4 located. This table shows that these PQI rates for acute and circulatory conditions rates are higher for the 13 zip codes combined than the rates for New York State as a whole. (Source: NYSDOH) PQI Rates: Hospital Admissions/100,000 Adults All Acute All Circulatory Total Thirteen Zip Codes Combined* 592 515 1,107 New York State 526 456 982 *Service Area 12 Zip Codes plus Project Site Zip Code 11714 Combined. Conclusion The clinic will continue to provide a necessary service and a medical home to a special population of people with developmental disabilities. The clinic also serves several Medically Underserved Areas (MUAs) within Nassau County. From a need perspective, approval is recommended. Program Analysis Program Description Adults and Children With Learning and Developmental Disabilities, Inc. (ACLD), a dually licensed provider (Article 28 and Article 16), located at 857 South Oyster Bay Road, Bethpage, seeks approval to transfer the site to a new, separate but related, business entity named the Charles Evans Health Center (CEHC). The Center anticipates being designated as a Federally Qualified Health Center (FQHC) through an agreement with Hudson River Health Care, an FQHC in Long Island. However, due to federal program requirements which stipulate that FQHCs must be separate arms-length entities, ACLD created Charles Evans Health Center, Inc. to serve as the new operator of the site. Article 28 services will be provided on the 1st floor of the clinic and Article 16 services will be relocated to the 2nd floor of the building. No construction or programmatic changes are planned. The Center will provide the following services: Certified Mental Health; Dental; Medical Social Services; Nutrition; Podiatry; Psychology; Radiology – Diagnostic; Therapy – Occupational; Therapy – Physical; and Therapy - Speech Language Pathology; Medical Services – Primary Care Character and Competence The board of directors of the Charles Evans Health Center, Inc. are: Anne Emmerson, EdD Robert Dibble, PhD Ellen Spiegel President Vice President Secretary/Treasurer Dr. Emmerson has 30 years of experience in academia in roles such as Associate Vice President for Academic Affairs and Associate Dean of Instruction. Presently, she serves as a part-time Adjunct Faculty Member in the Administrative Business Technology Department at Nassau Community College. Dr. Dibble has over 15 years of experience as the Director of the Center for Human Resources Studies at New York Institute of Technology. Ms. Spiegel is recently retired from Suffolk Community College where she was employed as an Adjunct Professor of Mathematics. All three of the aforementioned individuals have each served for over 18 years on the Board of Directors of Adults & Children with Learning & Developmental Disabilities. Project #142024-E Exhibit Page 5 In addition, Richard Kessler, D.O., has served as the Center’s Medical Director since 1995, and he will continue to serve the Center in that role. Staff from the Division of Certification & Surveillance reviewed the disclosure information submitted regarding licenses held, formal education, training in pertinent health and/or related areas, employment history, a record of legal actions, and a disclosure of the applicant’s ownership interest in other health care facilities. Licensed individuals were checked against the Office of Medicaid Management, the Office of Professional Medical Conduct, and the Education Department databases as well as the US Department of Health and Human Services Office of the Inspector General Medicare exclusion database. From a programmatic perspective, approval is recommended. Financial Analysis Acquisition Agreement The change in ownership of the operation will be effectuated in accordance with the terms of the draft Acquisition Agreement summarized below: Transferor: Transferee: Assets Transferred: Liabilities Assumed: Purchase Price: Adults and Children with Learning and Developmental Disabilities, Inc. Charles Evans Health Center, Inc. ACLD’s D&TC Operating Certificate only None $0 Medical Records Custody Agreement The change in ownership of the facility also includes the change in ownership of the medical records of the facility and will be effectuated in accordance with the terms of the draft Medical Records Custody Agreement summarized below: Transferor Transferee: Assets Transferred: Purchase Price: Adults and Children with Learning and Developmental Disabilities, Inc. Charles Evans Health Center, Inc. All medical records associated with the operation of the facility. $0 Moveable Equipment Asset Purchase Agreement The change in ownership of the movable equipment of the operation will be effectuated in accordance with the terms of the draft Movable Equipment Asset Purchase Agreement summarized below: Seller: Purchaser: Assets Transferred: Assets Excluded: Liabilities Assumed: Purchase Price: Adults and Children with Learning and Developmental Disabilities, Inc. Charles Evans Health Center, Inc. All furniture and equipment, medical and non-medical, used in the daily operations of the facility. None None Net book value of the movable equipment (to be determined when final approval of the NYSDOH Public Health and Health Planning Council is issued to the purchaser for operation of an Article 28 D&TC, estimated at approximately $277,149 as of 8/21/2014) Project #142024-E Exhibit Page 6 Financing is proposed as follows: Cash for Movable equipment (Through Subvention Agreement) $277,149 Subvention Agreements The Applicant has entered into 2 subvention agreements for the project cost of $277,149 and for the working capital of $1,800,000. Date: Subvention Grantor: Subvention Grantee: Subvention Amount: To be determined Adult and Children with Learning and Developmental Disabilities (ACLD) Charles Evans Health Center, Inc. $277,149 movable equipment $1,800,000 working capital The subvention agreements bear interest in the amount of 4% per annum, but are subordinate to all other debts and liabilities of the CEHC and will only be paid back to the Grantor when the financial condition of CEHC permits the required payment to be made from the surplus of CEHC. Lease Rental Agreement The applicant has submitted a draft lease for the facility. The terms of the lease are summarized below: Premise: Lessor: Lessee: Rental: Term: Provision: Type: 857 South Oyster Bay Road, Bethpage, NY (1st floor & portion of basement) 10,894 sq. ft. Adults and Children with Learning and Developmental Disabilities, Inc. Charles Evans Health Center, Inc. $460,816.20 ($42.30 per sq. ft. and $38,401.35 per month) 10 years The lessee shall be responsible for any real estate taxes, utilities and repairs and maintenance. Arm’s Length The landlord has agreed to eliminate the rental fees for the first 3 years of operation of the facility. The rental fees will be restored once the facility achieves FQHC status. The applicant has provided two real estate letters attesting to the reasonableness of the per square foot rental amount for the site. Operating Budget The applicant has submitted an operating budget, in 2014 dollars, for the 1st and 3rd years of operation, summarized below: FQHC Revenues* Expenses Operating Capital YEAR 1 $4,091,651 YEAR 3 $4,503,091 $3,323,597 757,553 $3,524,087 633,303 Excess of Revenues over Expenses $10,501 $345,701 Visits Cost Per Visit 17,901 $227.98 18,804 $221.09 *Revenues include: HRSA Federal 330 Grant Funds in the amount of $50,000 for year 1 and $50,000 for year 3; Meaningful Use Incentives in the amount of $85,000 for year 1 and $85,000 for year 3; $130,791 in 340B Pharmacy Program revenue for year 3 only; and Other Revenue classified as Non-MH Revenue Managed Care Incentives in the amount of $174,295 for year 1 and $218,273 for year 3. Project #142024-E Exhibit Page 7 Utilization by payor source for the first and third years is as follows: FQHC Medicaid Managed Care Medicare Fee-for-Service Commercial Fee-for-Service Self-Pay/Other YEAR 1 17.07% 73.53% 1.63% 7.77% YEAR 3 17.07% 73.54% 1.62% 7.77% Expense and utilization assumptions are based on the current operating experience at ACLD. The Medicare, Medicaid and Self-Pay rates are based on cost-based FQHC rates. The Private Insurance rates are based on ACLD’s experience, using their most recent AHCF cost report as the source. The applicant has indicated that charity care utilization is lacking because ACLD’s historical mission was to provide services to the developmentally disabled population, the majority of which qualified for either Medicare and/or Medicaid benefits. As such, ACLD served a specialized population and had few uninsured walk-in patients. For such uninsured patients, the facility provided eligibility assistance services to see if they could qualify for public or private insurance programs. Once the facility converts to a FQHC, their mission will be to expand their operation to include the general population as well as the developmentally disabled. As an FQHC, the facility will see all patients regardless of their ability to pay and anticipates an increase in charity care as a result of FQHC designation. Sensitized Budget The applicant has provided a sensitized budget for the 1st and 3rd years of operation in 2014 dollars based on the current D&TC reimbursement rates, as summarized below: Sensitized D&TC rates Revenues* Expenses Operating Capital Total Expenses YEAR 1 $3,158,893 YEAR 3 $3,349,536 $3,048,544 108,510 $3,157,054 $3,288,466 55,044 $3,343,510 $1,839 $6,026 17,901 $176.36 18,804 $177.81 Excess of Revenues over Expenses Visits Cost Per Visit *Revenues include Meaningful Use Incentives in the amount of $85,000 for year 1 and $85,000 for year 3, and Other Revenue classified as Non-MH Revenue Managed Care Incentives in the amount of $174,295 for year 1 and $218,273 for year 3. Utilization by payor source for the first and third years is as follows: Sensitized rates Medicaid Managed Care Medicare Fee-for-Service Commercial Fee-for-Service Self-Pay/Other YEAR 1 17.07% 73.53% 1.63% 7.77% YEAR 3 17.07% 73.54% 1.62% 7.77% Budget differences resulting from the use of sensitized D&TC rate assumptions are due to the following:   ACLD, who is both the lessor and the subvention grantor, is eliminating the rental fees for the first 3 years of operations and eliminating the subvention interest for the first year of operations. The rental fees and the subvention interest will be restored once FQHC status is achieved. The HRSA Section 330 Grant revenue and the 340B pharmacy revenues have been eliminated from other revenues. Project #142024-E Exhibit Page 8  Outreach and case management administrative staff expenses have been removed from operating expenses. These operating expenses will not be incurred prior to FQHC designation. Capability and Feasibility The applicant has provided draft subvention agreements at the above stated terms to cover the working capital requirements, the purchase price of the required movable equipment and start-up costs for operations. The funds will come from ACLD. ACLD has provided their most current certified financial statements, shown as BFA Attachment B, which shows sufficient resource to cover this funding. Working capital requirements based on the FQHC budgets are estimated at $692,898 based on 2 months of year 3 expenses. This appears reasonable based on the facility achieving FQHC status. Working capital requirements based on the sensitized D&TC rate based budgets are estimated at $557,252 based on 2 months of year 3 expenses. This appears reasonable based on current D&TC rate assumptions. The applicant has provided a draft subvention agreement sufficient to cover either of the working capital requirements (FQHC or D&TC) shown above. The working capital subvention agreement is for $1,800,000 at a 4% interest rate issued by ACLD. The submitted FQHC rate based budgets indicate a net income of $10,501 in year 1 and $345,701 in Year 3. Revenues are based on current reimbursement methodologies for D&TC services for Private Pay only, and are based on the FQHC rates for Medicaid, Medicare and Self-Pay. The budgets appear reasonable based on the facility receiving FQHC designation. The submitted sensitized D&TC rate based budgets indicate a net income of $1,839 in year 1 and $6,026 in year 3. Revenues are based on the current reimbursement methodologies for D&TC facilities. The sensitized budgets appear reasonable. As shown on BFA Attachment B Certified Financial Statements for ACLD, ACLD had average positive working capital and net asset positions, and generated an average net income of $275,117 during the period 2012 through 2013. Subject to the noted contingencies, it appears that the applicant has demonstrated the capability to proceed in a financially feasible manner and contingent approval is recommended. Recommendation From a financial perspective, contingent approval is recommended. Attachments BFA Attachment A BFA Attachment B Pro-forma Balance Sheet of Charles Even Center, Inc. Certified Financial Statements for Adults & Children with Learning & Developmental Disabilities 2012-2013 Project #142024-E Exhibit Page 9 RESOLUTION RESOLVED, that the Public Health and Health Planning Council, pursuant to the provisions of Section 2801-a of the Public Health Law, on this 2nd day of October, 2014, having considered any advice offered by the Regional Health Systems Agency, the staff of the New York State Department of Health, and the Establishment and Project Review Committee of this Council and after due deliberation, hereby proposes to approve the following application to establish Charles Evans Health Center, Inc. as the new operator of the facility located at 857 South Oyster Bay Road, Bethpage, currently operated by Adults and Children With Learning and Developmental Disabilities, Inc., and with the contingencies, if any, as set forth below and providing that each applicant fulfills the contingencies and conditions, if any, specified with reference to the application, and be it further RESOLVED, that upon fulfillment by the applicant of the conditions and contingencies specified for the application in a manner satisfactory to the Public Health and Health Planning Council and the New York State Department of Health, the Secretary of the Council is hereby authorized to issue the approval of the Council of the application, and be it further RESOLVED, that any approval of this application is not to be construed as in any manner releasing or relieving any transferor (of any interest in the facility that is the subject of the application) of responsibility and liability for any Medicaid (Medicaid Assistance Program -Title XIX of the Social Security Act) or other State fund overpayments made to the facility covering the period during which any such transferor was an operator of the facility, regardless of whether the applicant or any other entity or individual is also responsible and liable for such overpayments, and the State of New York shall continue to hold any such transferor responsible and liable for any such overpayments, and be it further RESOLVED, that upon the failure, neglect or refusal of the applicant to submit documentation or information in order to satisfy a contingency specified with reference to the application, within the stated time frame, the application will be deemed abandoned or withdrawn by the applicant without the need for further action by the Council, and be it further RESOLVED, that upon submission of documentation or information to satisfy a contingency specified with reference to the application, within the stated time frame, which documentation or information is not deemed sufficient by Department of Health staff, to satisfy the contingency, the application shall be returned to the Council for whatever action the Council deems appropriate. NUMBER: FACILITY/APPLICANT: 142024 E Charles Evans Health Center, Inc. APPROVAL CONTINGENT UPON: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. Submission of evidence of approval by the Office of Mental Health, acceptable to the Department. [PMU] Submission of an executed building lease agreement acceptable to the Department of Health. [BFA] Submission of an executed medical records custody agreement acceptable to the Department of Health. [BFA] Submission of an executed movable equipment asset purchase agreement acceptable to the Department of Health. [BFA] Submission of an executed subvention agreement for the movable equipment between Adults and Children with Learning and Developmental Disabilities, Inc., and Charles Evans Health Center, Inc., acceptable to the Department of Health. [BFA] Submission of an executed subvention agreement for the working capital between Adults and Children with Learning and Developmental Disabilities, Inc. and Charles Evans Health Center, Inc., acceptable to the Department of Health. [BFA] Submission of an executed acquisition agreement acceptable to the Department of Health. [BFA] Submission of documentation of receipt of Health Resources and Services Administration (HRSA) Section 330 Grant funding acceptable to the Department of Health. [BFA] Submission of a photocopy of the applicants executed bylaws, acceptable to the Department. [CSL] Submission of a photocopy of an executed and signed facility lease agreement, acceptable to the Department. [CSL] Submission of an executed Certificate of Amendment to the applicants Certificate of Incorporation, acceptable to the Department. [CSL] Submission of evidence of the transfer of the operational assets of Adults and Children with Learning and Developmental Disabilities, Inc. to the applicants, acceptable to the Department. [CSL] APPROVAL CONDITIONAL UPON: 1. The project must be completed within three years from the date of the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] 2. Submission of documentation of Federally Qualified Health Center (FQHC) designation for the Charles Evans Health Center, Inc. [BFA] 3. Submission of an executed FQHC sub-recipient agreement between Hudson River Health Care, Inc., and Charles Evans Health Care Center, Inc. [BFA] 4. The staff of the facility must be separate and distinct from staff of other entities. [HSP] 5. The signage must clearly denote the facility is separate and distinct from other adjacent entities. [HSP] 6. The entrance to the facility must not disrupt any other entity's clinical program space. [HSP] 7. The clinical space must be used exclusively for the approved purpose. [HSP] 8. Charles Evans Health Center, Inc. may not commence operations until the Article 16 services have relocated to separate and distinct space. [OPWDD] Documentation submitted to satisfy the above-referenced contingencies (4 copies) should be submitted within sixty (60) days to: Barbara DelCogliano Director Bureau of Project Management NYS Department of Health Empire State Plaza Corning Tower, Room 1842 Albany, New York 12237 Public Health and Health Planning Council Project # 142031-B LISH, Inc. d/b/a LISH at Central Islip Program: Purpose: Diagnostic and Treatment Center Establishment and Construction County: Suffolk Acknowledged: July 25, 2014 Executive Summary Description LISH, Inc. (LISH), a newly formed, New York State notfor-profit corporation, is seeking approval to be established as the operator of a diagnostic and treatment center (DTC) located at 159 Carleton Avenue, Central Islip, and 6 extension clinic sites located in Suffolk and Nassau counties. LISH will take over the operation of four Article 28 DTC sites and three DTC extension clinics currently operated by four organizations that provide primary and specialty medical and dental services, predominantly to developmentally disabled individuals. These four entities are as follows:  Developmental Disabilities Institute, Inc. (DDI)  Family Residences and Essential Enterprises, Inc. (FREE)  United Cerebral Palsy of Nassau County, Inc. (UCPN)  United Cerebral Palsy of Greater Suffolk, Inc. (UCP Suffolk). The entities are currently certified for the following Article 28 services:  DDI: Primary Medical Care; Podiatry; Psychology; Speech, Physical and Occupational Therapies; Radiology-Diagnostic; Dental; Medical Social Services; Nursing and Nutritional services; Audiology; Physical Medicine and Rehabilitation; Certified Mental Health Services; Optometry; Clinical Laboratory service; Pediatric; Well Child Care and Clinic Part Time services.  FREE: Primary Medical Care; Podiatry; Psychology; Speech, Physical and Occupational Therapies; Radiology-Diagnostic; Dental; Medical Social Services; Audiology; Physical Medicine and Rehabilitation; Optometry; Pediatric and Family Planning.  UCPN: Primary Medical Care; Podiatry; Psychology; Vocational, Speech, Physical and Occupational Therapies; Dental; Medical Social Services; Nutritional services; Audiology; Physical Medicine and Rehabilitation; Optometry; Pediatric and Certified Mental Health services.  UCP Suffolk: Primary Medical Care; Podiatry; Psychology; Vocational, Speech, Physical and Occupational Therapies; Dental; Medical Social Services; Nursing; Audiology; Physical Medicine and Rehabilitation; Certified Mental Health services and Clinic Part Time services. DDI, FREE, UCPN and UCP Suffolk have joined together to form LISH, Inc. for the purpose of ensuring that health services currently provided to their at-risk populations remain financially viable for the future. DDI, FREE, UCPN and UCP Suffolk do not have an ownership percentage or a right to manage or control the operations of LISH. The intent of this new entity is to increase overall access to care and achieve efficiencies of scale by placing currently fragmented operations under one comprehensive network of community health centers. LISH intends to serve all underserved populations throughout Long Island, with a primary focus on patients with developmental disabilities. LISH, Inc.’s main site will be located in Suffolk County at 159 Carleton Avenue, Central Islip, NY. Site control for all of the above listed locations will be done through the lease agreements. The six extension clinics that will be operated by LISH, Inc. are listed below:  LISH at the Family Wellness Center located at 120 Plant Street, Hauppauge, NY (Suffolk County);  LISH at the Fortunoff Treatment & Rehabilitation Center located at 380 Washington Avenue, Roosevelt, NY (Nassau County);  LISH at Manorville located at 221 North Sunrise Highway Service Road, Manorville, NY (Suffolk County); Project #142031-B Exhibit Page 1    LISH at Port Jefferson Station located at 51-33 Terryville Road, Port Jefferson Station, NY (Suffolk County); LISH at Riverhead located at 883 E. Main Street, Riverhead, NY (Suffolk County); LISH at Smithtown located at Landing Meadow Road, Smithtown, NY (Suffolk County). Upon approval of this CON, LISH will change its name to Long Island Select Healthcare, Inc. and become a subgrantee of Hudson River HealthCare (HRCCare), a Federally Qualified Health Center (FQHC) with a network of 22 health centers serving 10 counties in the Hudson Valley and Long Island. LISH, Inc. has a Letter of Interest from HRHCare to become a FQHC sub-grantee. DOH Recommendation Contingent Approval Need Summary LISH proposes to serve all underserved populations throughout Long Island, but its primary focus will be on serving patients with developmental disabilities (DD). Upon approval of this project, LISH will change its name to Long Island Select Healthcare, Inc. and become a sub-grantee of Hudson River HealthCare, a Federally Qualified Health Center (FQHC). The number of projected visits for all sites combined is 74,820 in year 1, of which 36 percent is expected to be primary care visits. character and competence or standing in the community. Financial Summary Total Project costs of $1,080,645 will be met with cash through a subvention agreement. The project is comprised of seven sub-projects as follows: Project Specific Budgets: Central Islip Family Wellness Ctr. Fortunoff TR Ctr. Manorville Port Jefferson Station Riverhead Smithtown Total Total Proj. Budget * /** Revenues $2,810,306 $4,153,304 $2,413,678 $338,736 $829,870 $3,153,850 $2,377,512 $16,077,256 $16,152,256 Expenses $2,725,365 $2,181,439 $1,800,548 $217,554 $412,236 $2,530,764 $1,651,188 $11,519,094 $15,157,131 Gain/(Loss) $84,941 $1,971,865 $613,130 $121,182 $417,634 $623,086 $726,324 $4,558,162 $995,125 * Total Project Budget Revenue includes $75,000 in HRSA Section 330 Grant funding, anticipated in year three, which is not reflected in any of the subproject schedules. **Total Project Budget Expenses includes $3,638,037 for administrative office centralization that is not reflected in the site specific subprojects. Subject to noted contingencies, it appears that the applicant has demonstrated the capability to proceed in a financially feasible manner. Program Summary Based on the information reviewed, staff found nothing that would reflect adversely upon the applicant’s Project #142031-B Exhibit Page 2 Recommendations Health Systems Agency There will be no HSA recommendation for this project. Office of Health Systems Management Approval contingent upon: 1. Submission of a check for the amount enumerated in the approval letter, payable to the New York State Department of Health. Public Health Law Section 2802.7 states that all construction applications requiring review by the Public Health and Health Planning Council shall pay an additional fee of fifty-five hundredths of one percent of the total capital value of the project, exclusive of CON fees. [PMU] 2. Submission of evidence of approval by the Office of Mental Health, acceptable to the Department. [PMU] 3. Submission of an executed transfer and affiliation agreement, acceptable to the Department, with a local acute care hospital for each of the seven (7) sites. [HSP] 4. Submission of an executed acquisition agreement acceptable to the Department of Health. [BFA] 5. Submission of an executed subvention agreement/certificate, acceptable to the Department of Health, between LISH, Inc. and Developmental Disabilities Institute, Inc., Family Residences and Essential Enterprises, Inc., United Cerebral Palsy of Nassau County, Inc. and United Cerebral Palsy of Greater Suffolk, Inc. [BFA] 6. Submission of the executed building lease agreements, acceptable to the Department of Health, for the LISH at Central Islip site, Port Jefferson Station site, Smithtown site, Manorville site, LISH at Riverhead site, Family Wellness Center and Fortunoff Treatment & Rehabilitation Center. [BFA] 7. Submission of an executed FQHC sub-grantee agreement between Hudson River HealthCare, Inc., and LISH, Inc. [BFA] 8. Submission of documentation of receipt of Health Resources and Services Administration (HRSA) Section 330 Grant funding (as a sub-grantee) acceptable to the Department of Health. [BFA] 9. Submission of evidence of site control, acceptable to the Department. [CSL] Approval conditional upon: 1. The project must be completed within three years from the date of the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] 2. The staff of the facility must be separate and distinct from staff of other entities. [HSP] 3. The signage must clearly denote the facility is separate and distinct from other adjacent entities. [HSP] 4. The entrance to the facility must not disrupt any other entity's clinical program space. [HSP] 5. The clinical space must be used exclusively for the approved purpose. [HSP] 6. LISH, Inc. may not commence operations until the Article 16 services have relocated to separate and distinct space. [OPWDD] 7. The applicant is required to submit Final Construction Documents, as described in BAER Drawing Submission Guidelines DSG-05, for record purposes prior to the applicant’s start of construction. [AER] 8. Per 710.9 the applicant shall notify the appropriate Regional Office at least two months in advance of the anticipated completion of construction date to schedule any required pre-opening survey. Failure to provide such notice may result in delays affecting both the pre-opening survey and authorization by the Department to commence occupancy and/or operations. [AER] 9. Compliance with all applicable sections of the NFPA 101 Life Safety Code (2000 Edition), and the State Hospital Code during the construction period is mandatory. This is to ensure that the health and safety of all building occupants are not compromised by the construction project. This may require the separation of residents, patients and other building occupants, essential resident/patient support services and the required means of egress from the actual construction site. The applicant shall develop an acceptable plan for maintaining the above objectives prior to the actual start of construction and maintain a copy of same on site for review by Department staff upon request. [AER] 10. The applicant shall complete construction by December 31, 2014. In accordance with 10 NYCRR Part 710.2(b)(5) and 710.10(a), if construction is not completed on or before that date, this may constitute abandonment of the approval and this approval shall be deemed cancelled, withdrawn and annulled without further action by the Commissioner. [AER] Council Action Date October 2, 2014 Project #142031-B Exhibit Page 3 Need Analysis Background LISH, Inc. is requesting approval to establish a diagnostic and treatment center (DTC) and six (6) extension clinics to serve Nassau and Suffolk counties. All sites are currently operated as Article 28 facilities by four different operators. Analysis LISH will take over the operations of four (4) DTCs and three (3) extension clinics, which are currently operated by four (4) human services organizations, to provide primary and specialty medical care and dental services primarily to patients with developmental disabilities. The table below identifies the service area for each site. Proposed Sites Suffolk County D&TC Main Site: UCPA of Greater Suffolk, Inc.-159 Carleton Avenue Extension Clinic: Family Residence & Essential Enterprises (Fam Wellness Ctr) 120 Plant Street Extension Clinic: DD @Opti-HealthcareMeadow Glen, Landing Meadow Road Extension Clinic: DD @Opti-Healthcare 221 North Sunrise Hwy Service Road Extension Clinic: UCPA-Greater Suffolk (GS) @UCPA-GS-51-33 Terryville Road Extension Clinic: Opti-Healthcare 883 E Main Street Nassau County Extension Clinic: UCP Treatment And Rehab Center, 380 Washington Ave (Fortunoff T&R Ctr) City Zip Code Service Area Central Islip 11722 Hauppauge 11788 11722, 11716, 11717, 11752 11788, 11725, 11749, 11779 Smithtown 11787 Manorville 11941 Port Jefferson Stn. Riverhead 11776 11901 Roosevelt 11575 11787, 11754, 11767, 11780 11941, 11949, 11940, 11977, 11978 11776, 11720, 11733, 11766, 11777, 11784 11901, 11792, 11933, 11948 11575, 11520, 11550, 11549, 11553, 11590, 11530, 11554 Proposed services at the main site and the six extension clinics are Medical Services-Primary Care, Medical Services-Other Medical Specialties, and Dental Care O/P. The number of projected visits for all sites combined is 74,820 in year 1 and 78,608 in year 3, which includes 36 percent primary care visits, as shown below. LISH Type Main Site Ext. Clinic Ext. Clinic Ext. Clinic Ext. Clinic Ext. Clinic Ext. Clinic Proposed Sites Central Islip Hauppauge-Fam Wellness Ctr Manorville Port Jefferson Station Riverhead Roosevelt-Fortunoff T&R Smithtown Total Project Year 1 Year 3 Total Visits 12,060 19,904 1,500 3,430 14,597 12,746 10,583 74,820 Total Visits 12,670 20,912 1,577 3,604 15,335 13,391 11,119 78,608 Project #142031-B Exhibit Page 4 Year 1 % Primary Care 32.7% 37.2% 56.2% 49.4% 35.5% 27.2% 42.2% 36.1% Year 3 % Primary Care 32.7% 37.2% 56.2% 49.4% 35.5% 27.2% 42.2% 36.1% Prevention Quality Indicators-PQIs PQIs are rates of admission to the hospital for conditions for which good outpatient care can potentially prevent the need for hospitalization, or for which early intervention can prevent complications or more severe disease. The table below provides information on the PQI rates for major condition categories such as acute conditions and respiratory. The rates are presented for the zip codes of the six sites combined in Suffolk County, the zip code of the Nassau County site, and also for the entire State. The table shows that these rates are significantly unfavorable for these PQI conditions in the service areas. The overall total rate is significantly higher at 1,756 admissions per 100,000 adults for the Suffolk County Sites and 3,224 admissions per 100,000 adults for the Nassau County Site vs. 1,563 admissions per 100,000 adults for NYS. Hospital Admissions per 100,000 Adult for Selected PQIs: PQI Rates All Acute All Respiratory All PQIs*** Suffolk County Sites* 607 362 1,756 Nassau County Site** 851 696 3,224 NYS 526 357 1,563 Source: NYSDOH-PQI *Suffolk County Sites Zip Codes: Main Site (11722) plus Five Extension Clinic Sites (11788, 11787, 11941, 11776, and 11901) Combined. **Nassau County Site Zip Code: 11575. ***All PQIs include major condition categories such as acute conditions, circulatory, diabetes, and respiratory. Conclusion The proposed project will reorganize these respective Article 28 clinics into a comprehensive network of community health centers, thereby increasing access to primary and specialty medical and dental care services for all underserved populations throughout Long Island. Its primary focus will be serving patients with developmental disabilities (DD). Recommendation From a need perspective, approval is recommended. Program Analysis Program Description LISH, Inc. (LISH), a newly-formed, New York not-for-profit corporation formed through the joining of four (4) human services organizations—Developmental Disabilities Institute, Inc., Family Residences and Essential Enterprises, Inc., United Cerebral Palsy of Nassau County, Inc., and United Cerebral Palsy of Greater Suffolk, Inc. —seeks approval to establish an Article 28 diagnostic and treatment center (D&TC) and six (6) extension clinic sites located throughout Suffolk and Nassau Counties. As part of this proposal, LISH will take over the operations of four (4) D&TCs and three (3) extension clinics that provide primary and specialty medical and dental services primarily to patients with developmental disabilities. The clinics have been operated by the aforementioned organizations, however, by reorganizing their respective Article 28 clinic services into a comprehensive network of community health centers, the entities aim to increase access to primary and specialty medical and dental care and achieve efficiencies of scale that will ensure the financial sustainability of the organizations, resulting in preservation of essential developmental disability services. Project #142031-B Exhibit Page 5 Construction is proposed for only one site (LISH at Port Jefferson Station). The applicant does not anticipate any changes in hours or staffing from the current operators. LISH will add hours and adjust staffing as volume and demand for services increases. Upon approval, LISH, Inc. will change its name to Long Island Select Healthcare, Inc. and become a sub-grantee of Hudson River HealthCare, a Federally Qualified Health Center (FQHC). LISH, Inc. will become the operator of the following: Proposed Name of Site LISH at Central Islip Proposed Site Type D&TC Main Site LISH at Port Jefferson Station Ext Clinic LISH at the Family Wellness Center LISH at Smithtown LISH at Manorville Ext Clinic LISH at Riverhead LISH at the Fortunoff Treatment and Rehabilitation Center Ext Clinic Ext Clinic Ext Clinic Ext Clinic Address Current Operator PFI OpCert# County 159 Carleton Ave. Central Islip NY 11722 51-33 Terryville Rd. Port Jefferson Station, NY 11776 120 Plant St. Hauppauge, NY 11788 Landing Meadow Rd, Smithtown, NY 11787 221 North Sunrise Highway Service Rd, Manorville, NY 11941 883 East Main St. Riverhead, NY 11901 380 Washington Ave. Roosevelt, NY 11575 United Cerebral Palsy Assoc. of Greater Suffolk, Inc. United Cerebral Palsy Assoc. of Greater Suffolk, Inc. Family Residences and Essential Enterprises, Inc. Developmental Disabilities Institute, Inc. Developmental Disabilities Institute, Inc. 914 5157203R Suffolk 5718 5157203R Suffolk 6240 5157205R Suffolk 4940 5155202R Suffolk 4864 5155202R Suffolk Developmental Disabilities Institute, Inc. United Cerebral Palsy Association of Nassau County Inc. 4862 5155202R Suffolk 529 2950200R Nassau Character and Competence The members of LISH, Inc. are: Name Robert McGuire Robert Budd John Lessard Stephen Friedman Affiliation United Cerebral Palsy of Nassau County, Inc. Family Residences and Essential Enterprises, Inc. Developmental Disabilities Institute, Inc. United Cerebral Palsy of Greater Suffolk, Inc. Mr. McGuire has over 30 years of employ with United Cerebral Palsy of Nassau County and currently serves as its Executive Director. Similarly, Mr. Budd has been employed nearly 30 years with Family Residences and Essential Enterprises, Inc. and is its Chief Executive Officer. Mr. Lessard’s background includes a Pharmacy degree and an M.B.A. For 12 years, he has been employed by Developmental Disabilities Institute, Inc., most recently as its Executive Director. Mr. Friedman has Master’s degrees in Education and Business Administration (MBA). For more than 10 years, he has been employed with United Cerebral Palsy of Greater Suffolk, Inc. and currently serves as the agency’s President and Chief Executive Officer. As none of the board members are physicians, disclosure information was also submitted and reviewed for James Powell, MD. Dr. Powell has greater than 10 years of experience as the Medical Director of Developmental Disabilities Institute. He has been selected to serve as the Medical Director of the D&TC and all for the extension clinic locations. Staff from the Division of Certification & Surveillance reviewed the disclosure information submitted regarding licenses held, formal education, training in pertinent health and/or related areas, employment history, a record of legal actions, and a disclosure of the applicant’s ownership interest in other health care facilities. Licensed individuals were checked against the Office of Medicaid Management, the Office of Professional Medical Conduct, and the Education Department databases as well as the US Department of Health and Human Services Office of the Inspector General Medicare exclusion database. Project #142031-B Exhibit Page 6 Mr. Lessard disclosed a pending civil lawsuit dated July 2013 involving all former trustees of a group selfinsured trust for Worker’s Compensation. Mr. McGuire disclosed a pending legal matter in which a family claimed an event hurt their adult child. Dr. Powell disclosed one settled malpractice case. Additionally, the staff from the Division of Certification & Surveillance reviewed the ten-year surveillance history of all associated facilities. Sources of information included the files, records, and reports found in the Department of Health. Included in the review were the results of any incident and/or complaint investigations, independent professional reviews, and/or comprehensive/focused inspections. The review found that any citations were properly corrected with appropriate remedial action. Recommendation From a programmatic perspective, contingent approval is recommended. Financial Analysis Acquisition Agreement The change in ownership of the operations will be effectuated in accordance with the terms of the draft Acquisition Agreement, as summarized below: Transferors: Transferee: Assets Transferred: Assets Excluded: Liabilities Assumed: Purchase Price: DDI, FREE, UCPN and UCP Suffolk LISH, Inc. The Article 28 D&TC Operating Certificates for DDI, FREE, UCPN and UCP Suffolk only None None $0 DDI, FREE, UCPN and UCP Suffolk will surrender their respective Article 28 operating certificates when LISH receives all required approvals to become the operator of the D&TC clinics currently under their licensure. Total Project Cost and Financing Total project cost for the renovation and demolition and acquisition of movable equipment for the entire project is estimated at $1,080,645 broken down as follows: Renovation & Demolition Design Contingency Construction Contingency Movable Equipment CON Fees Additional Processing Fees Total Project Cost Grand Total $ 21,789 2,179 2,179 1,046,598 2,000 5,900 $1,080,645 Subproject costs broken down by site are as follows: Central Islip Family Wellness Renovation/Demolition $0 $0 Design Contingency $0 $0 Constr. Contingency $0 $0 Movable Equipment $209,336 $144,714 CON Fees $286 $286 Add. Processing Fees $1,151 $796 Total Project Cost $210,773 $145,796 Project #142031-B Exhibit Page 7 Fortunoff TRC $0 $0 $0 $214,446 $286 $1,180 $215,912 Subtotal $0 $0 $0 $568,496 $858 $3,127 $572,481 Renovation/Demolition Design Contingency Constr. Contingency Movable Equipment CON Fees Add. Processing Fees Total Project Cost Manorville $0 $0 $0 $18,373 $285 $101 $18,759 * Port Jefferson $21,789 $2,179 $2,179 $286 $144 $26,577 Riverhead $0 $0 $0 $91,864 $286 $505 $92,655 Subtotal $21,789 $2,179 $2,179 $110,237 $857 $750 $137,991 * Project costs are based on a construction start date of June 1, 2015 and a one month construction period. Central Admin. Subtotal Grand Total Smithtown Renovation/Demolition $0 $0 $0 $21,789 Design Contingency $0 $0 $0 $2,179 Constr. Contingency $0 $0 $0 $2,179 Movable Equipment $73,491 $294,374 $367,865 $1,046,598 CON Fees $285 $0 $285 $2,000 $1,619 $2,023 $5,900 Add. Processing Fees $404 Total Project Cost $74,180 $295,993 $370,173 $1,080,645 Movable equipment costs of $294,374 and associated processing fees of $1,619 are not reflected in the subproject costs as they are specific to the centralization of administrative services. Financing of the $1,080,645 total project cost will be met through a subvention agreement. Subvention Agreement The Applicant has entered into a subvention agreement for the project cost of $1,080,645 and the working capital of $5,000,000. Date: Subvention Grantors: Subvention Grantee: Subvention Amount: Interest Charged To be determined  DDI  FREE  UCPN  UCP Suffolk LISH, Inc. $1,080,645 Project cost/ $5,000,000 Working capital 0% This agreement has no interest associated with it, and will only be paid back to the Grantors when the financial condition of LISH permits the required payment to be made without impairment of LISH’s operations or injury to its creditors. Lease Rental Agreements The applicant has submitted draft leases for all of the sites. The terms of each lease are summarized below: LISH at Central Islip: Premises: Lessor: Lessee: Rental: 14,225 sq. ft. located at 159 Carleton Avenue, Central Islip, NY UCP Suffolk LISH, Inc. $697,648 for year 1 with a 2.5% increase per every year thereafter ($49.04 per sq. ft.) Project #142031-B Exhibit Page 8 Term: Provisions: 10 Years with (1) 10 year renewal term Triple net, Non-arm’s length LISH at the Family Wellness Center: Premises: 5,236 sq. ft. located at 120 Plant Street, Hauppauge, NY Lessor: FREE Lessee: LISH, Inc. Rental: $138,764 for year 1 with a 2.5% increase per every year thereafter ($26.50 per sq. ft.) Term: 10 Years with (1) 10 year renewal term Provisions: Triple Net, Non-arm’s length LISH at Fortunoff Treatment & Rehabilitation Center: Premises: 10,238 sq. ft. located at 380 Washington Avenue, Roosevelt, NY Lessor: UCPN Lessee: LISH, Inc. Rental: $358,140 for year 1 with a 2.5% increase per every year thereafter ($34.98 per sq. ft.) Term: 10 Years with (1) 10 year renewal term Provisions: Triple Net, Non-arm’s length LISH at Manorville: Premises: Lessor: Lessee: Rental: Term: Provisions: 800 sq. ft. located at 221 North Sunrise Highway Service Road, Manorville, NY Independent Group Home Living, Inc. LISH, Inc. $10,973 year one with a 2.5% increase each year thereafter annually ($13.72 per sq. ft.) 5 year term, with (2) 5 year renewal terms Triple Net, arm’s length LISH at Port Jefferson Station: Premises: 642 sq. ft. located at 51-33 Terryville Road, Port Jefferson Station, NY Lessor: Mayhaven Center of Hope, Inc. Lessee: LISH, Inc. Rental: $13,024 for year 1 with a 2.5% increase per every year thereafter ($20.29 per sq. ft.) Term: Assignment of Lease expires 12/31/15 Provisions: Triple Net, arm’s length LISH at Riverhead: Premises: Lessor: Lessee/Sublessor: Sublessee: Rental: Term: Provisions: LISH at Smithtown: Premises: Lessor: Lessee: Rental: Term: Provisions: 8,672 sq. ft. located at 883 E. Main Street, Riverhead, NY East Riverhead Equities DDI LISH, Inc. $494,220 for year 1 with a 2.5% increase per every year thereafter ($56.99 per sq. ft.) Expires with Prime lease on 6/30/23 Triple Net, Non-arm’s length 4,289 sq. ft. located at Landing Meadow Road, Smithtown, NY. DDI LISH, Inc. $184,399 for year 1 with a 2.5% increase per every year thereafter ($42.99 per sq. ft.) 10 Years with (1) 10 year renewal term Triple Net, Non-arm’s length Project #142031-B Exhibit Page 9 The applicant has provided confirmation that the leases with UCP Suffolk, FREE, and DDI will be pass through rates based on costs. The lease with UCPN will be based on Fair Market Value. Operating Budget The applicant has submitted an operating budget, in 2014 dollars, for the first and third years of operation of all the sites, as summarized below: Revenues* Expenses Operating Capital Total Expenses Excess of Revenues over Expenses Visits Cost Per Visit Year 1 $14,703,921 Year 3 $16,152,256 $12,519,721 2,074,462 $14,594,183 ________ $109,738 $13,008,981 2,148,150 $15,157,131 ________ $995,125 74,820 $195.06 78,608 $192.82 *Revenues include $75,000 in HRSA Federal 330 Grant Funds for both year 1 and year 3, $176,501 in meaningful use incentives for both year 1 and year 3, $558,428 in 340B net revenue for year 3 only, $959,125 year 1 and $1,007,681 year 3 Non-MH Therapy MCR/MCD Revenue and $481,325 in Other revenue for both year 1 and year 3. Utilization by payor source for the first and third years is as follows: Year 1 Year 3 Medicaid 27.30% 27.30% Medicare 59.04% 59.04% Commercial 2.52% 2.52% Private Pay/Other* 10.88% 10.88% Charity Care .26% .26% *Other payor source is comprised of visits classified as Non- Mental Health and are included as other operating revenue under the line non-MH Therapy MCR/MCD revenue. Year 1 was $959,125 and year 3 was $1,007,681. Charity care is below the recommended 2% as the clinics currently focus on the developmentally disabled population, nearly all of whom are covered by Medicaid or Medicare. Once the facility becomes a FQHC sub-grantee, they will expand to provide services to a broader array of patients including the general public. As a FQHC sub-grantee, the facility will see all types of patients regardless of their ability to pay and anticipates an increase in charity care. The applicant has also submitted operating budgets in 2014 dollars for each of the 7 subprojects/sites, as summarized below: LISH at Central Islip: Revenues Expenses Operating Capital Total Expenses Excess of Revenues over Expenses Visits Cost Per Visit Year 1 $2,564,741 Year 3 $2,810,306 $1,804,342 739,630 $2,543,972 $20,769 12,060 $210.94 $1,950,417 774,948 $2,725,365 $84,941 12,670 $215.10 Project #142031-B Exhibit Page 10 Utilization by payor source for the first and third years is as follows: Year 1 Year 3 Medicaid 15.86% 15.86% Medicare 60.67% 60.67% Commercial 5.79% 5.79% Private Pay/Other 17.45% 17.44% Charity Care .23% .24% LISH at the Family Wellness Center: Revenues Expenses Operating Capital Total Expenses Excess of Revenues over Expenses Visits Cost Per Visit Year 1 $3,905,268 Year 3 $4,153,304 $1,849,978 174,452 $2,024,430 $1,880,838 19,904 $101.71 $1,998,024 183,415 $2,181,439 $1,971,865 20,912 $104.32 Utilization by payor source for the first and third years is as follows: Year 1 Year 3 Medicaid 24.73% 24.73% Medicare 67.53% 67.53% Commercial 1.39% 1.39% Private Pay/Other 6.24% 6.24% Charity Care .11% .11% LISH at the Fortunoff Treatment & Rehabilitation Center: Revenues Expenses Operating Capital Total Expenses Excess of Revenues over Expenses Visits Cost Per Visit Year 1 $2,211,207 Year 3 $2,413,678 $1,293,883 396,108 $1,689,991 $521,216 $1,385,693 414,855 $1,800,548 $613,130 12,746 $132.59 13,391 $134.46 Utilization by payor source for the first and third years is as follows: Year 1 Year 3 Medicaid 34.63% 34.63% Medicare 31.30% 31.30% Commercial .98% .98% Private Pay/Other 33.08% 33.08% Charity Care .01% .01% LISH at Manorville: Revenues Expenses Operating Capital Total Expenses Excess of Revenues over Expenses Visits Cost Per Visit Year 1 $299,950 Year 3 $338,736 $187,635 14,639 $202,274 $97,676 1,500 $134.85 $202,359 15,195 $217,554 $121,182 1,577 $137.95 Project #142031-B Exhibit Page 11 Utilization by payor source for the first and third years is as follows: Year 1 Year 3 Medicaid 32.47% 32.47% Medicare 66.33% 66.33% Commercial .93% .95% Private Pay .20% .19% Charity Care .07% .06% LISH at Port Jefferson Station: Revenues Expenses Operating Capital Total Expenses Excess of Revenues over Expenses Visits Cost Per Visit Year 1 $756,569 Year 3 $829,870 $369,390 13,024 $382,414 $374,155 3,430 $111.49 $398,553 13,683 $412,236 $417,634 3,604 $114.38 Utilization by payor source for the first and third years is as follows: Year 1 Year 3 Medicaid 19.10% 19.10% Medicare 73.00% 73.00% Commercial 6.97% 6.97% Private Pay/Other .64% .64% Charity Care .29% .29% LISH at Riverhead: Revenues Expenses Operating Capital Total Expenses Excess of Revenues over Expenses Visits Cost Per Visit Year 1 $2,786,318 Year 3 $3,153,850 $1,846,091 512,550 $2,358,641 $427,677 14,597 $161.58 $1,993,194 537,570 $2,530,764 $623,086 15,335 $165.03 Utilization by payor source for the first and third years is as follows: Year 1 Year 3 Medicaid 31.86% 31.86% Medicare 61.69% 61.69% Commercial 2.97% 2.97% Private Pay 2.58% 2.59% Charity Care .90% .89% LISH at Smithtown: Revenues Expenses Operating Capital Total Expenses Excess of Revenues over Expenses Visits Cost Per Visit Year 1 $2,104,868 Year 3 $2,377,512 $1,521,629 14,664 $1,536,293 $568,575 10,583 $145.17 $1,636,524 14,664 $1,651,188 $726,324 11,119 $148.50 Project #142031-B Exhibit Page 12 Utilization by payor source for the first and third years is as follows: Year 1 Year 3 Medicaid 31.98% 31.98% Medicare 65.36% 65.36% Commercial .94% .94% Private Pay 1.64% 1.64% Charity Care .08% .08% Revenue, expense and utilization assumptions are based on the historical operating experience of the seven currently operating Article 28 clinics sites along with the experience of the four entities that have run the clinics: DDI, FREE, UCPN and UCP Suffolk. Capability and Feasibility The project costs and the working capital will be provided by a subvention agreement from DDI, FREE, UCPN and UCP Suffolk for $6,080,645 at the stated terms. The current certified financial statements for the four entities are provided as BFA Attachments B through E, which show sufficient resources. Working capital requirements are estimated at $2,526,189 based on 2 months of year 3 expenses of $15,157,131, which appear reasonable. The applicant has provided the Department with a subvention agreement for the working capital in the amount of $5,000,000 at the above stated terms. The additional working capital provided through the subvention agreement is to minimize any cash flow concerns that may be encountered resulting from a delay in obtaining FQHC Medicaid rates due to the rate-setting process. The submitted budget indicates a net income of $109,738 and $995,125 in Year 1 and 3 respectively, and assumes receipt of stated grant funds. Revenues are based on current reimbursement methodologies for FQHC diagnostic and treatment services. HRHCare has provided a letter of interest for LISH to become a sub-grantee and will submit a change in scope request on or about October 1, 2014, to add the LISH sites to its Federal scope of project. HRSA typically approves such changes in scope requests within approximately 120 days of submission of the request, at which point the LISH sites would be eligible for FQHC Medicaid rates. The DTC is anticipated to go live on or about February 1, 2015, the same time that the FQHC sub-grantee recipient/change in scope of project approval is expected to be obtained. Hence, approvals will converge and the DTC will never be operational without the FQHC rates. The budget appears reasonable. BFA Attachment B is the certified financial summary of DDI for 2012 and 2013, which indicates the facility experienced an average positive working capital, maintained an average positive member’s equity, and generated an average net income of $755,091 for the period. BFA Attachment C is the certified financial summary of FREE for 2012 and 2013, which indicates the facility experienced an average negative working capital, maintained an average positive member’s equity, and generated an average net income of $654,549 for the period. The negative working capital in 2013 is a result of $3.4 million in deferred revenue and recoveries, primarily due to the following:    In July 2011, OPWDD issued a draft rate adjustment in FREE’s Intermediate Care Facilities (ICF) program that was a reduction of about $1.2 million per year. They were not able to get final approval on that rate until this year, and have begun to recover the overpayment this month. In the interim, FREE deferred the revenue on its financial statements . In 2013 FREE received retroactive payments via its Medicaid rates to pay for day rehab services for ICF residents. Since New York State had previously paid FREE directly for this service, the rate adjustment was deferred pending recovery by the State. A recoupment of approximately $1.2 million occurred in January and February 2014. The remaining amount comes from other smaller contract advances and unearned revenue. Project #142031-B Exhibit Page 13 BFA Attachment D is the certified financial summary of UCPN for 2012 and 2013, which indicates the facility experienced an average positive working capital, maintained an average positive member’s equity, and generated an average net income of $1,023,363 for the period BFA Attachment E is the certified financial summary of UCP Suffolk for 2012 and 2013, which indicates the facility experienced an average positive working capital, average positive member’s equity, and generated an average net income of $182,702 for the period. Subject to the noted contingencies, it appears that the applicant has demonstrated the capability to proceed in a financially feasible manner, and contingent approval is recommended. Recommendation From a financial perspective, contingent approval is recommended. Attachments BFA Attachment A BFA Attachment B BFA Attachment C BFA Attachment D BFA Attachment E BFA Attachment F Pro-forma Balance Sheet of LISH, Inc. 2012-2013 Certified financials Developmental Disabilities Institute, Inc. and Affiliate 2012-2013 Certified financials Family Residences & Essential Enterprises, Inc. 2012-2013 Certified financials United Cerebral Palsy Association of Nassau County, Inc. 2012-2013 Certified financials United Cerebral Palsy Association of Greater Suffolk, Inc. LISH, Inc. Org chart Project #142031-B Exhibit Page 14 RESOLUTION RESOLVED, that the Public Health and Health Planning Council, pursuant to the provisions of Section 2801-a of the Public Health Law, on this 2nd day of October, 2014, having considered any advice offered by the Regional Health Systems Agency, the staff of the New York State Department of Health, and the Establishment and Project Review Committee of this Council and after due deliberation, hereby proposes to approve the following application to establish a diagnostic and treatment center to be located at 159 Carleton Avenue, Central Islip and six (6) extension clinics to serve Nassau and Suffolk counties. All sites are currently operated as Article 28 facilities by four different operators, and with the contingencies, if any, as set forth below and providing that each applicant fulfills the contingencies and conditions, if any, specified with reference to the application, and be it further RESOLVED, that upon fulfillment by the applicant of the conditions and contingencies specified for the application in a manner satisfactory to the Public Health and Health Planning Council and the New York State Department of Health, the Secretary of the Council is hereby authorized to issue the approval of the Council of the application, and be it further RESOLVED, that any approval of this application is not to be construed as in any manner releasing or relieving any transferor (of any interest in the facility that is the subject of the application) of responsibility and liability for any Medicaid (Medicaid Assistance Program -Title XIX of the Social Security Act) or other State fund overpayments made to the facility covering the period during which any such transferor was an operator of the facility, regardless of whether the applicant or any other entity or individual is also responsible and liable for such overpayments, and the State of New York shall continue to hold any such transferor responsible and liable for any such overpayments, and be it further RESOLVED, that upon the failure, neglect or refusal of the applicant to submit documentation or information in order to satisfy a contingency specified with reference to the application, within the stated time frame, the application will be deemed abandoned or withdrawn by the applicant without the need for further action by the Council, and be it further RESOLVED, that upon submission of documentation or information to satisfy a contingency specified with reference to the application, within the stated time frame, which documentation or information is not deemed sufficient by Department of Health staff, to satisfy the contingency, the application shall be returned to the Council for whatever action the Council deems appropriate. NUMBER: FACILITY/APPLICANT: 142031 B LISH, Inc. d/b/a LISH at Central Islip APPROVAL CONTINGENT UPON: 1. Submission of a check for the amount enumerated in the approval letter, payable to the New York State Department of Health. Public Health Law Section 2802.7 states that all construction applications requiring review by the Public Health and Health Planning Council shall pay an additional fee of fifty-five hundredths of one percent of the total capital value of the project, exclusive of CON fees. [PMU] 2. Submission of evidence of approval by the Office of Mental Health, acceptable to the Department. [PMU] 3. Submission of an executed transfer and affiliation agreement, acceptable to the Department, with a local acute care hospital for each of the seven (7) sites. [HSP] 4. Submission of an executed acquisition agreement acceptable to the Department of Health. [BFA] 5. Submission of an executed subvention agreement/certificate, acceptable to the Department of Health, between LISH, Inc. and Developmental Disabilities Institute, Inc., Family Residences and Essential Enterprises, Inc., United Cerebral Palsy of Nassau County, Inc. and United Cerebral Palsy of Greater Suffolk, Inc. [BFA] 6. Submission of the executed building lease agreements, acceptable to the Department of Health, for the LISH at Central Islip site, Port Jefferson Station site, Smithtown site, Manorville site, LISH at Riverhead site, Family Wellness Center and Fortunoff Treatment & Rehabilitation Center. [BFA] 7. Submission of an executed FQHC sub-grantee agreement between Hudson River HealthCare, Inc., and LISH, Inc. [BFA] 8. Submission of documentation of receipt of Health Resources and Services Administration (HRSA) Section 330 Grant funding (as a sub-grantee) acceptable to the Department of Health. [BFA] 9. Submission of evidence of site control, acceptable to the Department. [CSL] APPROVAL CONDITIONAL UPON: 1. The project must be completed within three years from the date of the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] 2. The staff of the facility must be separate and distinct from staff of other entities. [HSP] 3. The signage must clearly denote the facility is separate and distinct from other adjacent entities. [HSP] 4. The entrance to the facility must not disrupt any other entity's clinical program space. [HSP] 5. The clinical space must be used exclusively for the approved purpose. [HSP] 6. LISH, Inc. may not commence operations until the Article 16 services have relocated to separate and distinct space. [OPWDD] 7. The applicant is required to submit Final Construction Documents, as described in BAER Drawing Submission Guidelines DSG-05, for record purposes prior to the applicant’s start of construction. [AER] 8. Per 710.9 the applicant shall notify the appropriate Regional Office at least two months in advance of the anticipated completion of construction date to schedule any required preopening survey. Failure to provide such notice may result in delays affecting both the preopening survey and authorization by the Department to commence occupancy and/or operations. [AER] 9. Compliance with all applicable sections of the NFPA 101 Life Safety Code (2000 Edition), and the State Hospital Code during the construction period is mandatory. This is to ensure that the health and safety of all building occupants are not compromised by the construction project. This may require the separation of residents, patients and other building occupants, essential resident/patient support services and the required means of egress from the actual construction site. The applicant shall develop an acceptable plan for maintaining the above objectives prior to the actual start of construction and maintain a copy of same on site for review by Department staff upon request. [AER] 10. The applicant shall complete construction by December 31, 2014. In accordance with 10 NYCRR Part 710.2(b)(5) and 710.10(a), if construction is not completed on or before that date, this may constitute abandonment of the approval and this approval shall be deemed cancelled, withdrawn and annulled without further action by the Commissioner. [AER] Documentation submitted to satisfy the above-referenced contingencies (4 copies) should be submitted within sixty (60) days to: Barbara DelCogliano Director Bureau of Project Management NYS Department of Health Empire State Plaza Corning Tower, Room 1842 Albany, New York 12237 Public Health and Health Planning Council Project # 141221-B True North DC, LLC d/b/a Port Washington Dialysis Center Program: Diagnostic and Treatment Center Purpose: Establishment and Construction County: Nassau Acknowledged: May 21, 2014 Executive Summary Description True North DC, LLC (True North) is requesting approval to acquire Port Washington Dialysis Center, an 18-station chronic renal dialysis facility located at 50 Seaview Blvd., Port Washington (Nassau County), from the current operator, Knickerbocker Dialysis, Inc. The applicant also seeks approval for the construction and certification of an extension clinic to provide chronic renal dialysis home training and support for patients suffering from end stage renal disease. The training clinic will operate under the name Floral Park Home Training Center. The Training Center will be located at One Cisney Avenue, Floral Park, NY 11001 (Nassau County). The current and proposed ownership is as follows: Current Owners: Knickerbocker Dialysis, Inc. 100% Proposed Owners: *NSLIJ Renal Ventures, LLC ** Knickerbocker Dialysis, Inc. 49% 51% *The members of North Shore-LIJ Renal Ventures, LLC (NSLIJ) are North Shore University Hospital (60% ownership member), and Long Island Jewish Medical Center (40% ownership member). North Shore-Long Island Jewish Health System, Inc. is the Active Parent of both facilities. **Knickerbocker Dialysis, Inc. shares are owned by Davita of New York, Inc (DAVNY). DAVNY is owned by Davita Healthcare Partneters, Inc. DOH Recommendation Contingent Approval Need Summary This project will not result in any change to the number of dialysis stations in Nassau County. The addition of the home training extension clinic will help more patients to be able to access care in the comfort of their own home. This is consistent with the Department’s initiative to increase the number of patients being dialyzed at home. Program Summary Based on the information reviewed, staff found nothing that would reflect adversely upon the applicant’s character and competence or standing in the community. Financial Summary Total project costs of $1,266,025 will be met with equity proportionally from Davita Healthcare Partners Inc. and North Shore-Long Island Jewish Health System, Inc. Budget: Revenues: Expenses: Gain/ (Loss) $4,861,935 4,021,321 $ 840,614 Revenue and expenses of True North DC, LLC are based on current reimbursement methodologies and historical utilization. Subject to the noted contingencies, it appears that the applicant has demonstrated the capability to proceed in a financially feasible manner. Project #141221-E Exhibit Page 1 Recommendations Health Systems Agency There will be no HSA recommendation for this project. Office of Health Systems Management Approval contingent upon: 1. Submission of a check for the amount enumerated in the approval letter, payable to the New York State Department of Health. Public Health Law Section 2802.7 states that all construction applications requiring review by the Public Health and Health Planning Council shall pay an additional fee of fifty-five hundredths of one percent of the total capital value of the project, exclusive of CON fees. A copy of the check must be uploaded into NYSE-CON. [PMU] 2. Submission of an executed transfer and affiliation agreement, acceptable to the Department, with a local acute care hospital for both sites. [HSP] 3. Submission of an executed Administrative Services Agreement, acceptable to the Department. [HSP] 4. Submission of an executed Consultant Agreement, acceptable to the Department. [HSP] 5. Submission of an executed administrative services agreement, acceptable to the Department. [BFA] 6. Submission of an executed asset purchase agreement, acceptable to the Department. [BFA] 7. Submission of an executed building lease that is acceptable to the Department of Health. [BFA] 8. Submission of the applicant’s executed Certificate of Amendment of its Articles of Organization, acceptable to the Department. [CSL] 9. Submission of the executed Restated Certificate of Incorporation of Knickerbocker Dialysis Inc., acceptable to the Department. [CSL] 10. Submission of a photocopy of the applicant’s executed Operating Agreement, acceptable to the Department. [CSL] 11. Submission of a photocopy of the executed Consulting Agreement and Administrative Services Agreement between the applicant and Davita Healthcare Partners Inc., acceptable to the Department. [CSL] Approval conditional upon: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] 2. The staff of the facility must be separate and distinct from staff of other entities. [HSP] 3. The signage must clearly denote the facility is separate and distinct from other adjacent entities. [HSP] 4. The entrance to the facility must not disrupt any other entity's clinical program space. [HSP] 5. The clinical space must be used exclusively for the approved purpose. [HSP] 6. The applicant shall complete construction by March 31, 2015. In accordance with 10 NYCRR Part 710.2(b)(5) and 710.10(a), if construction is not completed on or before that date, this may constitute abandonment of the approval and this approval shall be deemed cancelled, withdrawn and annulled without further action by the Commissioner. [AER] Council Action Date October 2, 2014 Project #141221-E Exhibit Page 2 Need Analysis Project Description True North DC, LLC (True North) is seeking to be approved as the new owner-operator of Port Washington Dialysis Center, an existing 18 station chronic dialysis facility located at 50 Seaview Blvd., Port Washington (Nassau County). In addition, they would like to construct a home training extension clinic. Analysis The primary service area for Port Washington Dialysis Center is Nassau County, which had a population estimate of 1,352,146 in 2013. The percentage of the population aged 65 and over was 16.1%. The nonwhite population percentage was 36.7%. These are the two population groups that are most in need of end stage renal dialysis service. Comparisons between Nassau County and New York State are listed below. Ages 65 and Over: 16.1% Nonwhite: 36.7% Source: U.S. Census 2013 State Average: State Average: 14.4% 42.8% Capacity The Department’s methodology to estimate capacity for chronic dialysis stations is specified in Part 709.4 of Title 10 and is as follows:  One free standing station represents 702 treatments per year. This is based on the expectation that the center will operate 2.5 patient shifts per day at 6 days per week, which can accommodate 15 patients per week (2.5 x 6 x 15 x 52 weeks). This projected 702 treatments per year is based on a potential 780 treatments x 52 weeks x 90% utilization rate = 702. The estimated average number of dialysis procedures each patient receives per year is 156.  One hospital based station is calculated at 499 treatments per year per station. This is the result of 2.0 shifts per day x 6 days per week x 52 weeks x 80% utilization rate. One hospital based station can treat 3 patients per year.  Per Department policy, hospital-based stations can treat fewer patients per year. Statewide, the majority of stations are free standing, as are the majority of applications for new stations. As such, when calculation the need for additional stations, the Department bases the projected need on establishing additional free standing stations.  There are currently 346 free standing chronic dialysis stations operating in Nassau County and 44 in pipeline for a total of 390. This project will not result in any changes to the system. The total will remain 390 chronic dialysis stations. The total stations (390) will be able to treat 1,755 patients. Projected Need 2012 Total Patients Treated 1917 Free Standing Stations Needed 426 Existing Stations 346 Pipeline Stations 44 Total Stations w/pipeline 390 w/Approval of This CON and Pipeline 390 Unmet Need With Approval 36 *Based upon an estimate of a three percent annual increase 2017 Total Residents Treated 1539 342 346 44 390 390 -44 Project #141221-E Exhibit Page 3 *Projected Total Patients Treated 2223 494 346 44 390 390 104 *Projected Residents Treated 1733 386 346 44 390 390 -4 The data in the first row, "Free Standing Stations Needed," comes from the DOH methodology of each station being able to treat 4.5 patients, and each hospital station being able to treat 3 patients annually. The data in the next row, "Existing Stations," comes from the Department’s Health Facilities Information System (HFIS). "Unmet Need" comes from subtracting needed stations from existing stations. "Total Patients Treated" is from IPRO data from 2011. Conclusion The facility currently accommodates a population in need of access to dialysis stations in the service area. The 390 stations in Nassau County currently serve a population of 1,352,146 residents. Recommendation From a need perspective, approval is recommended. Program Analysis Program Description True North DC, LLC (True North) requests approval to acquire Port Washington Dialysis Center, an existing 18-station chronic renal dialysis facility in Nassau County, from the current operator, Knickerbocker Dialysis, Inc. (Knickerbocker). Additionally, True North DC, LLC seeks approval to construct an extension clinic of the Center which will operate under that name Floral Park Home Training Center. The extension clinic will provide training and support to patients suffering from end stage renal disease who elect a home treatment modality. Upon approval, the LLC will amend its articles of organization to changes its name to True North Dialysis Center, LLC. Proposed Operator Doing Business As Site #1 Address Approved Services Shifts/Hours/Schedule Staffing (1st Year/3rd Year) Medical Director(s) Emergency, In-Patient and Backup Support Services Agreement and Distance Proposed Operator Doing Business As Site #2 Address Approved Services Shifts/Hours/Schedule Staffing (1st Year/3rd Year) Medical Director(s) Emergency, In-Patient and Backup Support Services Agreement and Distance True North DC, LLC Port Washington Dialysis Center 50 Seaview Boulevard, Port Washington (Nassau) Chronic Renal Dialysis (18 Stations) Open 6 days per week, hours sufficient to meet the needs of the patients. 12.30 FTEs / 12.5 FTEs Lionel U. Mailloux, MD Expected to be provided by North Shore University Hospital 5.1 miles / 12 minutes True North DC, LLC Floral Park Home Training Center One Cisney Avenue, Floral Park (Nassau) Medical Social Services Nutritional Services Renal Dialysis Home Training Home Hemodialysis Training and Support Home Peritoneal Dialysis Training and Support Will operate 6 days per week by the 3rd year and the daily operating hours will be sufficient to meet the needs of dialysis patients treated at the facility. 3.10 FTEs / 6.10 FTEs Azzour Hazzan, MD Expected to be provided by North Shore University Hospital 4.4 miles / 12 minutes Project #141221-E Exhibit Page 4 Character and Competence The members of the LLC are: Name Knickerbocker Dialysis, Inc. (Knickerbocker) DaVita of New York, Inc. (DVANY) (100%) North Shore – LIJ Renal Ventures, LLC (NSLIJ Renal) North Shore University Hospital (60%) Long Island Jewish Medical Center (40%) Percent 51.0% 49.0% Knickerbocker Dialysis, Inc. is the operator of Bronx Dialysis Center, a 25-station chronic renal dialysis center with 19 dialysis extension clinics, including Port Washington Dialysis Center. DaVita of New York, Inc. (DVANY), which is owned by DaVita HealthCare Partners, Inc. (DaVita), is the sole owner of the shares of Knickerbocker. DaVita owns or operates more than 1,800 dialysis facilities across the U.S. The Board of Trustees for the North Shore-Long Island Jewish Health System was subject to a recent full Character and Competence Review and all disclosures were made under CON #141004, a project that received PHHPC’s approval in June 2014. The Officers for True North DC, LLC are: Name Elsie Vincens Duke Luann Regensburg Garry M. Menzel Laurence A. Kraemer Martha M. Ha Title President Vice President Treasurer Secretary Assistant Secretary Staff from the Division of Certification & Surveillance reviewed the disclosure information submitted regarding licenses held, formal education, training in pertinent health and/or related areas, employment history, a record of legal actions, and a disclosure of the applicant’s ownership interest in other health care facilities for all Officers, Managers and Directors of NSLIJ Renal Ventures, LLC., Knickerbocker Dialysis, Inc., and True North DC, LLC. Licensed individuals were checked against the Office of Medicaid Management, the Office of Professional Medical Conduct, and the Education Department databases as well as the US Department of Health and Human Services Office of the Inspector General Medicare exclusion database. Additionally, the staff from the Division of Certification & Surveillance reviewed the ten-year surveillance history of all associated facilities. Sources of information included the files, records, and reports found in the Department of Health. Included in the review were the results of any incident and/or complaint investigations, independent professional reviews, and/or comprehensive/focused inspections. The review found that any citations were properly corrected with appropriate remedial action. In September 2008, Staten Island University Hospital (SIUH) entered into a settlement with the U.S. Attorney’s Office, the Office of the Inspector General of the Department of Health and Human Services, and the Attorney General’s Office of the State of New York and agreed to pay a monetary settlement of $76.4M to the federal government and $12.4M to the state and enter into a 5-year Corporate Integrity Agreement. The settlement covered payments related to stereotactic radiosurgery treatments; provision of detoxification services above licensed capacity; SIUH’s graduate medical education program; and the provision of inpatient psychiatric services above licensed capacity. On October 16, 2006, a Stipulation and Order and a $14,000 fine was issued against Southside Hospital based on the findings of a complaint investigation where a patient was admitted with a large dermoid cyst on her left ovary. Although a consent was signed for left-sided surgery, the physician performed a right ovarian cystectomy. It was noted that much of the accompanying documentation referred to a right-sided cyst. Project #141221-E Exhibit Page 5 On December 8, 2006, a Stipulation and Order and a $12,000 fine was issued against Forest Hills Hospital based on the findings of an investigation regarding a patient who entered the hospital for left sided hernias repair, however, the surgery was performed on the patient's right side. On February 6, 2007, a Stipulation and Order and an $8,000 fine was issued against Staten Island University Hospital based on an investigation regarding a patient admitted for a left sided mediastinotomy (insertion of a tube into the chest). The procedure was begun on the right side of the chest and the error was noticed by the anesthesiologist after ten minutes. On July 23, 2007, a Stipulation and Order and a $12,000 fine was issued against Staten Island University Hospital based on the findings of a complaint investigation that an overdose of a controlled substance by the hospital had caused a patient's death. The investigation revealed nursing staff administered a drug at a higher rate than was ordered and continued the administration even after it was discontinued by the surgical resident. On December 11, 2008, a Stipulation and Order and $18,000 fine was issued against North Shore University Hospital – Manhasset following a complaint investigation into the post-operative care rendered to an elderly patient. Subsequent to surgery for an aneurysm, the patient developed multiple decubiti, fell out of bed and sustained a dislocated femur and developed renal failure. Follow-up care was delayed or inadequately administered. On July 8, 2010, a Stipulation and Order and a $42,000 fine was issued against Syosset Hospital based based on the findings of an investigation of the care to a child having an adenotonsillectomy. It was determined that the patient was improperly cleared for surgery and that despite multiple comorbidities was not kept for observation post-operatively. The patient expired after discharge. In September 2010, North Shore-Long Island Jewish Health System settled claims without a finding or admission of fraud, liability or other wrongdoing relative to a qui tam lawsuit filed under the civil False Claims Act by a private whistleblower and investigated by the U.S. Attorney’s Office. The $2.95M settlement covered a 10-year period and primarily related to isolated errors in various cost reports rather than the allegations. Summary of Dialysis Facility Compare Statistics The table below compares the Summary Statistic (which is the percent of scores at, or above, the New York State average) of the dialysis facilities currently operated by Knickerbocker and Knickerbockeraffiliated entities. The Summary Statistic is intended to be a rough indicator of performance. (Higher is better.) (1) (2) (3) (4) (5) (6) (7) (8) Operator Sites NYC Other than NYC 11 14 (9) Reportable Total Statistics Denominator Statistics Statistics Numerator Summary (3)-(4) Not (6)+(7) Statistic Statistics Statistics below Not Reported at or above per Site Possible Available NYS NYS Average (1) x (2) or Do Not Apply Average 100-((8)/(5)) 10 110 29 81 0 6 6 93% 10 140 28 112 10 11 21 81% Source: http://www.medicare.gov/DialysisFacilityCompare/search.html Recommendation From a programmatic perspective, contingent approval is recommended. Project #141221-E Exhibit Page 6 Financial Analysis Lease Rental Agreements: Port Washington Dialysis Center The applicant has submitted a draft lease rental agreement for the site to be occupied, the terms of which Premises: Sub-Lessor: Sub-Lessee: Lessor: Lessee: Term: Rental: Provisions: 8,700 Sq. Ft. located at 50 Seaview Blvd., Port Washington, NY 10050 TRC of New York, Inc. Knickerbocker Dialysis, Inc. A.Y.C Associates, LLC. I.H.S. of New York, Inc. Ten year term with 2 consecutive 5 yr renewal options ending 2017 2014 $129,544.75 or 14.89 sq. ft. 2015 $134,726.00 or 15.48 sq. ft. 2016 $140,115.60 or 16.10 sq. ft. 2017 $145,720.22 or 16.74 sq. ft. Alterations and repair shall be the Tenants responsibility. The applicant has indicated via an affidavit that the lease arrangement will be an arms-length lease arrangement. The applicant submitted two real estate letters attesting to the reasonableness of the per square foot rental. Also, the applicant believes it will come to an agreement on an acceptable lease extension upon expiration of the current lease. True North DC, LLC d/b/a Floral Park Home Training Center The applicant has submitted a draft lease rental agreement for the site to be occupied, the terms of which are summarized below: Premises: Lessor: Lessee: Term: Rental: Provisions: 1 Cisney Avenue, Floral Park, New York 11001 – 4,200-4,700 sq ft. Hadlay, LLC True North DC, LLC. 10 Years $164,500 or $35.00 per square ft. with 3% annual increases Tenant is responsible for utilities, taxes, and insurance. The applicant has indicated via an affidavit, that the lease arrangement will be an arms-length lease arrangement. The applicant submitted two real estate letters attesting to the reasonableness of the per square foot rental. Asset Purchase Agreement The change in ownership will be effectuated in accordance with the executed asset purchase agreement, the terms of which are summarized below: Date: Buyer: Seller: Assets Acquired: Excluded Assets: Liabilities Assumed: May 13, 2014 NSLIJ Renal Knickerbocker Dialysis Center All tangible property, equipment, inventories (including office supplies and at least 15 treatment days of medical supplies, EPO and other similar drugs), goodwill, prepaid expenses and deposits. Knickerbocker’s cash, cash equivalents, short term investments of cash, accounts receivable, original patient medical records and files, inter-company receivables, income tax refunds and tax deposits. Breach of any Assigned Contracts, Personal Property Leases Project #141221-E Exhibit Page 7 Excluded Liabilities: Member Purchase Price: All property leased by Knickerbocker Dialysis Center; personal contracts, property leases, taxes, or benefit plans or sales taxes owed. *$6,682,300 which will be paid proportionally. Knickerbocker Dialysis Center will pay $3,407,973 for 51% with in-kind contribution as they currently own 100% of the Center. NSLIJ will be $3,274,327 for their 49% portion in cash as of the closing date. Consulting & Administrative Services Agreement The applicant has provided a draft administrative service agreement, the terms of which are summarized below. Provider: Facility Operator: Services Provided: *Annual Compensation: Term: DaVita HealthCare Partners Inc. True North DC, LLC. Administrative and Support services such as; recruitment, selection and hiring clerical staff, administering benefit plans, maintenance services, repairs for wear and tear items, ordering supplies, bookkeeping, accounting and taxes. The administrator of services will not have any authority to make any substantial changes without written authority from the board. Consultant Fee for Port Washington: $181,696 Consultant Fee for Floral Park: $45,854 Development Fee for Floral Park: $41,286 15 Year Term While DaVita HealthCare Partners Inc. will be providing all of the above services, the Facility retains ultimate control in all of the final decisions associated with the services. Total Project Cost and Financing Total project cost, which includes renovation and movable equipment and CON Fees, is estimated at $1,266,025, further broken down as follows: Moveable Equipment Renovation and Demolition Design Contingency Construction Contingency Architect/Engineering Fees Telecommunications Other Fees (Consultant, etc.) Application Fee Processing Fee Total Project Cost $167,102 817,305 81,731 81,731 48,410 42,292 18,540 2,000 6,914 $1,266,025 Operating Budget True North DC, LLC d/b/a Port Washington Dialysis Center The applicant has submitted an operating budget for the first and third years of operation in 2014 dollars. Revenues Expenses: Operating Capital Total Expenses Year One $2,598,465 Year Three $2,804,898 $2,086,789 160,982 $2,247,771 $2,180,435 171,976 $2,352,411 Project #141221-E Exhibit Page 8 Net Income Utilization: (Treatments) Cost Per Treatment $350,694 7,800 $ 288.17 $452,487 8,424 $ 279.25 Utilization by payor source for the first and third years is as follows: Commercial Fee-for Service Commercial Managed Care Medicare Fee-for-Service Medicaid Fee-for-Service 8% 0% 78% 14% 7.4% 3.7% 75.9% 13.0% With regard to charity care, patients without insurance are eligible for Medicare payment of dialysis treatment, therefore DaVita does not include charity care in their budgets. Operating Budget True North DC, LLC d/b/a Floral Park Home Training Center The applicant has submitted an operating budget for the first and third years of operation. Revenues Expenses: Operating Capital Total Expenses Net Income Utilization: (Treatments) Cost Per Treatment Year One $563,886 Year Three $2,057,037 $584,306 229,646 $813,952 $1,432,502 236,408 $1,668,910 (250,066) 1,404 $579.74 388,127 6,084 $274.31 Cost per treatment has decreased from year one to year three due to startup costs and increased volume. Utilization by payor source for the first and third years is as follows: First Year Third Year Commercial Fee-for Service 66.7% 15.4% Commercial Managed Care 0% 7.7% Medicare Fee-for-Service 33.3% 71.8% Medicaid Fee-for-Service 0% 5.1% With regard to charity care, patients without insurance are eligible for Medicare payment of dialysis treatment, therefore DaVita does not include charity care in their budgets. Capability and Feasibility Project cost in the amount of $1,266,025 will be met using equity proportional from North Shore-Long Island Health System, Inc. for their 49% membership and Davita Healthcare Partners, Inc. for their 51% membership. BFA Attachments B and C indicate sufficient equity from both members to fund the proposed project proportionally. Working capital requirements are estimated at $392,069 for Port Washington Dialysis Center, and $278,152 for Floral Park Home Training Center, totaling $670,221, which appears reasonable based on two months of third year expenses. The applicant will provide equity proportionally from Davita Healthcare Partners Inc. and North Shore-Long Island Jewish Health System, Inc. BFA Attachments B and C indicate sufficient equity to fund the proposed project proportionally. The submitted combined budget indicates a net income of $100,628 and $840,614 during the first and third years, respectively. Project #141221-E Exhibit Page 9 BFA Attachment B is a financial summary of North Shore-Long Island Health System, Inc. As shown on Attachment B, the facility had an average positive working capital position and an average positive net asset position from 2012-2013. Also, the facility achieved an average operating gain of $90,912 from 2012 thru 2013. BFA Attachment C is a financial summary of Davita Healthcare Partners, Inc. As shown on Attachment C, the facility had an average positive working capital position and an average positive net asset position from 2012-2013. Also, the facility achieved an average operating income $1,423,609 from 2012 thru 2013. BFA Attachment D is the pro-forma balance sheet of True North DC, LLC, as of the first day of operation, which indicates a positive member’s equity position of $571,606 for Port Washington Dialysis and $1,544,176 for Floral Parking Training Center. Subject to the noted contingencies, it appears that the applicant has demonstrated the capability to proceed in a financially feasible manner Recommendation From a financial perspective, contingent approval is recommended. Attachments BFA Attachment A BFA Attachment B BFA Attachment C BFA Attachment D HSP Attachment A Organizational Chart Financial Summary- North Shore-Long Island Health System, Inc. Financial Summary- Davita Healthcare Partners, Inc. Pro-forma Balance Sheet Dialysis Facility Compare Project #141221-E Exhibit Page 10 RESOLUTION RESOLVED, that the Public Health and Health Planning Council, pursuant to the provisions of Section 2801-a of the Public Health Law, on this 2nd day of October, 2014, having considered any advice offered by the Regional Health Systems Agency, the staff of the New York State Department of Health, and the Establishment and Project Review Committee of this Council and after due deliberation, hereby proposes to approve the following application to acquisition of Port Washington Dialysis Center located at 50 Seaview Boulevard, Port Washington and certification and construction of a chronic renal dialysis extension clinic to provide chronic renal dialysis home training to be located at One Cisney Avenue, Floral Park, and with the contingencies, if any, as set forth below and providing that each applicant fulfills the contingencies and conditions, if any, specified with reference to the application, and be it further RESOLVED, that upon fulfillment by the applicant of the conditions and contingencies specified for the application in a manner satisfactory to the Public Health and Health Planning Council and the New York State Department of Health, the Secretary of the Council is hereby authorized to issue the approval of the Council of the application, and be it further RESOLVED, that any approval of this application is not to be construed as in any manner releasing or relieving any transferor (of any interest in the facility that is the subject of the application) of responsibility and liability for any Medicaid (Medicaid Assistance Program -Title XIX of the Social Security Act) or other State fund overpayments made to the facility covering the period during which any such transferor was an operator of the facility, regardless of whether the applicant or any other entity or individual is also responsible and liable for such overpayments, and the State of New York shall continue to hold any such transferor responsible and liable for any such overpayments, and be it further RESOLVED, that upon the failure, neglect or refusal of the applicant to submit documentation or information in order to satisfy a contingency specified with reference to the application, within the stated time frame, the application will be deemed abandoned or withdrawn by the applicant without the need for further action by the Council, and be it further RESOLVED, that upon submission of documentation or information to satisfy a contingency specified with reference to the application, within the stated time frame, which documentation or information is not deemed sufficient by Department of Health staff, to satisfy the contingency, the application shall be returned to the Council for whatever action the Council deems appropriate. NUMBER: FACILITY/APPLICANT: 141221 E True North DC, LLC d/b/a Port Washington Dialysis Center APPROVAL CONTINGENT UPON: 1. Submission of a check for the amount enumerated in the approval letter, payable to the New York State Department of Health. Public Health Law Section 2802.7 states that all construction applications requiring review by the Public Health and Health Planning Council shall pay an additional fee of fifty-five hundredths of one percent of the total capital value of the project, exclusive of CON fees. A copy of the check must be uploaded into NYSE-CON. [PMU] 2. Submission of an executed transfer and affiliation agreement, acceptable to the Department, with a local acute care hospital for both sites. [HSP] 3. Submission of an executed Administrative Services Agreement, acceptable to the Department. [HSP] 4. Submission of an executed Consultant Agreement, acceptable to the Department. [HSP] 5. Submission of an executed administrative services agreement, acceptable to the Department. [BFA] 6. Submission of an executed asset purchase agreement, acceptable to the Department. [BFA] 7. Submission of an executed building lease that is acceptable to the Department of Health. [BFA] 8. Submission of the applicant’s executed Certificate of Amendment of its Articles of Organization, acceptable to the Department. [CSL] 9. Submission of the executed Restated Certificate of Incorporation of Knickerbocker Dialysis Inc., acceptable to the Department. [CSL] 10. Submission of a photocopy of the applicant’s executed Operating Agreement, acceptable to the Department. [CSL] 11. Submission of a photocopy of the executed Consulting Agreement and Administrative Services Agreement between the applicant and Davita Healthcare Partners Inc., acceptable to the Department. [CSL] APPROVAL CONDITIONAL UPON: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] 2. The staff of the facility must be separate and distinct from staff of other entities. [HSP] 3. The signage must clearly denote the facility is separate and distinct from other adjacent entities. [HSP] 4. The entrance to the facility must not disrupt any other entity's clinical program space. [HSP] 5. The clinical space must be used exclusively for the approved purpose. [HSP] 6. The applicant shall complete construction by March 31, 2015. In accordance with 10 NYCRR Part 710.2(b)(5) and 710.10(a), if construction is not completed on or before that date, this may constitute abandonment of the approval and this approval shall be deemed cancelled, withdrawn and annulled without further action by the Commissioner. [AER] Documentation submitted to satisfy the above-referenced contingencies (4 copies) should be submitted within sixty (60) days to: Barbara DelCogliano Director Bureau of Project Management NYS Department of Health Empire State Plaza Corning Tower, Room 1842 Albany, New York 12237 The table below compares the Summary Statistic  (which is the percent of scores at, or better than, the New York State average) for the facilities operated by or affiliated with Knickerbocker Dialysis.   The Summary Statistic is intended to be a rough indicator of performance (Higher is better) (1) Operator:   Knickerbocker  Dialysis NYC Facilities Other than NYC  Facilities (2) Sites (3) (4) (5) (6) (7) (8) (9) Summary  Reportable  Total  Statistics  Denominator Statistics  Statistics  Numerator Statistic [at or  Not  worse  Statistics per  Statistics  Not  better than NYS  Reported than NYS  Site Possible Available  Average] Average or Do Not  Apply 11 10 (1) x (2) 110 14 10 140 29 (3)‐(4) 81 0 28 112 10 6 (6)+(7) 6 1.00‐((8)/(5))  93% 11 21 81% Public Health and Health Planning Council Project # 142015-E West Nassau Dialysis Center, Inc. Program: Purpose: Diagnostic and Treatment Center Establishment County: Nassau Acknowledged: July 16, 2014 Executive Summary Description West Nassau Dialysis Center, Inc. is an existing proprietary business corporation that operates a 24station renal dialysis facility located in Valley Stream. The facility leases its premises from an unrelated party. This application proposes a change in shareholder interests through the requested recognition of five shareholders to be approved by the Public Health and Health Planning Council. Three of the existing shareholders, who collectively own 91% of the shares, will sell 11% of their shares to the new shareholders. Ownership of the corporation before and after the requested change appears below. Member Name Jodumutt G. Bhat, M.D. Nirmal K. Mattoo, M.D. Vincent S. Avila, M.D. Audrey Goncharuk, M.D. Madhu Korrapati, M.D. Mario Marotta, M.D. Binny Koshy, M.D. Eduard Bover, M.D. Current 30.34% 30.33% 30.33% 2.25% 1.5% 2.25% 1.5% 1.5% Proposed 30.00% 30.00% 20.00% 5.00% 3.34% 5.00% 3.33% 3.33% In accordance with the terms of the shareholders’ agreement, the purchase price per share is $2,003.20. There will be no change in the day-to-day operation of the Center as a result of the membership change. DOH Recommendation Contingent Approval Need Summary This project will not result in any change to the number of dialysis stations or services in Nassau County. Program Summary Based on the information reviewed, staff found nothing that would reflect adversely upon the applicants’ character and competence or standing in the community. Financial Summary There are no project costs or budget associated with this application. The purchase price per share is $2,003.20 and will be paid in cash. It appears that the applicant has demonstrated the capability to proceed in a financially feasible manner. Project #142015-E Exhibit Page 1 Recommendations Health Systems Agency There will be no HSA recommendation for this project. Office of Health Systems Management Approval contingent upon: 1. Submission of a shareholders affidavit for each shareholder of the applicant, acceptable to the Department. [CSL] Approval conditional upon: 1. The project must be completed within three years from the date of the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Council Action Date October 2, 2014 Project #142015-E Exhibit Page 2 Need Analysis Background West Nassau Dialysis Center Inc., an existing 24 station chronic dialysis center located in Nassau County at 75 Rockaway Ave. Valley Stream, NY 11580 requests approval to transfer a portion of the Center’s membership interests to five (5) new shareholders. There will be no change in the scope of the services to the existing center. Analysis The primary service area for West Nassau Dialysis Center is Nassau County, which had a population estimate of 1,352,146 in 2013. The percentage of the population aged 65 and over was 16.1%. The nonwhite population percentage was 72.89%. These are the two population groups that are most in need of end stage renal dialysis service. Comparisons between Nassau County and New York State are listed below. Nassau County Ages 65 and Over: Nonwhite: 16.1% 36.7% State Average: State Average: 14.4% 42.8% Source: U.S. Census 2013   Capacity The Department’s methodology to estimate capacity for chronic dialysis stations is specified in Part 709.4 of Title 10 and is as follows:  One free standing station represents 702 treatments per year. This is based on the expectation that the center will operate 2.5 patient shifts per day at 6 days per week, which can accommodate 15 patients per week (2.5 x 6 x 15 x 52 weeks). This projected 702 treatments per year is based on a potential 780 treatments x 52 weeks x 90% utilization rate = 702. The estimated average number of dialysis procedures each patient receives per year is 156.  One hospital based station is calculated at 499 treatments per year per station. This is the result of 2.0 shifts per day x 6 days per week x 52 weeks x 80% utilization rate. One hospital based station can treat 3 patients per year.  Per Department policy, hospital-based stations can treat fewer patients per year. Statewide, the majority of stations are free standing, as are the majority of applications for new stations. As such, when calculation the need for additional stations, the Department bases the projected need on establishing additional free standing stations.  There are currently 346 free standing chronic dialysis stations operating in Nassau County and 44 in pipeline for a total of 390. This project will not result in any changes to the system. The total will remain 390 chronic dialysis stations. The total stations (390) will be able to treat 1,755 patients. 2012 Total Patients Treated Free Standing Stations Needed Existing Stations Pipeline Stations Total Stations w/pipeline w/Approval of This CON and Pipeline Unmet Need With Approval 1917 426 346 44 390 390 36 2017 Total Residents Treated 1539 342 346 44 390 390 -44 *Based upon an estimate of a three percent annual increase   Project #142015-E Exhibit Page 3 *Projected Total Patients Treated 2223 494 346 44 390 390 104 *Projected Residents Treated 1733 386 346 44 390 390 -4   The data in the first row, "Free Standing Stations Needed," comes from the DOH methodology of each station being able to treat 4.5 patients, and each hospital station being able to treat 3 patients annually. The data in the next row, "Existing Stations," comes from the Department’s Health Facilities Information System (HFIS). "Unmet Need" comes from subtracting needed stations from existing stations. "Total Patients Treated" is from IPRO data from 2011.   Conclusion The facility currently accommodates a population in need of access to dialysis stations in the service area. The 390 stations in Nassau County currently serve a population of 1,352,146 residents. Recommendation From a need perspective, approval is recommended. Program Analysis Project Proposal West Nassau Dialysis Center Inc., an existing Article 28 end stage renal disease center requests approval to transfer a portion of the Center’s ownership interests to five (5) new shareholders. There will be no change in the scope of the services to the existing center. Character and Competence The following table details the proposed ownership: Member Name Jodumutt G. Bhat, MD (President) Nirmal Mattoo, MD (Secretary) Vincent S. Avila, MD (Vice-President) Audrey Goncharuk, MD** Madhu Korrapati, MD** Mario Marotta, MD** Binny Koshy, MD** Eduard Bover, DO** Proposed Ownership 30.00% 30.00% 20.00% 5.00% 3.34% 5.00% 3.33% 3.33% **individuals in this application subject to C&C review All five of the new members are practicing physicians with experience in nephrology. Staff from the Division of Certification & Surveillance reviewed the disclosure information submitted regarding licenses held, formal education, training in pertinent health and/or related areas, employment history, a record of legal actions, and a disclosure of the applicant’s ownership interest in other health care facilities. Licensed individuals were checked against the Office of Medicaid Management, the Office of Professional Medical Conduct, and the Education Department databases as well as the US Department of Health and Human Services Office of the Inspector General Medicare exclusion database. Additionally, the staff from the Division of Certification & Surveillance reviewed the ten-year surveillance history of all associated facilities. Sources of information included the files, records, and reports found in the Department of Health. Included in the review were the results of any incident and/or complaint investigations, independent professional reviews, and/or comprehensive/focused inspections. The review found that any citations were properly corrected with appropriate remedial action. Recommendation From a programmatic perspective, approval is recommended. Project #142015-E Exhibit Page 4 Financial Analysis Financial Analysis There are two separate stock purchase agreements. The first agreement involves the corporate entity West Nassau Dialysis Center, Inc. selling 175.823 shares of Treasury Stock at $2003.20 per share for a total of $352,208.64, which were previously authorized, but not issued. The second Stock Purchase Agreement involves the five physicians purchasing shares from seller. Common Stock Purchase Agreement The applicant has submitted an executed common stock purchase agreement for the change in ownership interests of West Nassau Dialysis Center, Inc., the terms of which are summarized below: Date: Company: Purchaser: Purpose: Purchase Price: August 27, 2013 West Nassau Dialysis Center, Inc. Andrey Goncharuk, M.D., Madhu Korrapatti, M.D., Mario Marotta, M.D., Binny Koshy, M.D, Eduard Bover, M.D., Jodumutt G. Bhat, M.D, and Nirmal K. Mattoo, M.D. The sale of 175.823 shares of common stock ownership of West Nassau Dialysis Center, Inc., of which each proposed shareholder will acquire a certain number of shares. $2003.20/ share for a total purchase price of $352,208.64. BFA Attachment D is the schedule of Common Stock purchasers. The sale will take place upon final approval by the Public Health and Health Planning Council. Stock Purchase Agreement The applicant has submitted an executed stock agreement for the change in ownership interests of West Nassau Dialysis Center, Inc., the terms of which are summarized below: Date: Seller: Purchaser: Purpose: Purchase Price: August 27, 2013 Vincent S. Avila, M.D. Andrey Goncharuk, M.D., Madhu Korrapatti, M.D., Mario Marotta, M.D., Binny Koshy, M.D., and Eduard Bover, M.D. The sale of 50 shares stock ownership of West Nassau Dialysis Center, Inc., of which each proposed shareholder will acquire a certain number of shares. $2003.20/ share for a total purchase price of $100,160. BFA Attachment D is the schedule of the stock purchase. The sale will take place upon final approval by the Public Health and Health Planning Council. Dr. Vincent Avila will be selling 50 of his 250 shares among the five new members to be recognized by the Public Health and Health Planning Council. Andrey Goncharuk, M.D., Madhu Korrapatti, M.D., Mario Marotta, M.D., Binny Koshy, M.D., and Eduard Bover, M.D., will satisfy the payment of the purchase price, as shown on BFA Attachment D, of $100,160, from personal funds. BFA Attachment A are the net worth statements showing sufficient funds available. Capability and Feasibility Each proposed shareholder will pay $2003.20 per share to acquire shares of the corporation. Review of BFA Attachment A reveals the availability of sufficient funds from each proposed shareholder for the stated purpose. The change in ownership has no impact on existing operations. BFA Attachment B indicates that the facility generated positive working capital and net equity and average annual net operating income of Project #142015-E Exhibit Page 5 $1,214,512 during 2012- 2013. BFA Attachment C indicates that the facility generated positive working capital, net equity, and net operating income of $439,102 as of June 30, 2014. Based on the preceding, it appears that the applicant has demonstrated the capability to proceed in a financially feasible manner, and approval is recommended. Recommendation From a financial perspective, approval is recommended. Attachments BFA Attachment A BFA Attachment B BFA Attachment C BFA Attachment D Summary Net Worth Statement Financial Summary, West Nassau Dialysis Center, Inc., 2012-2013 Financial Summary, West Nassau Dialysis Center, Inc., June 30, 2014 Schedule of Common Stock Purchase and Stock Purchase Project #142015-E Exhibit Page 6 RESOLUTION RESOLVED, that the Public Health and Health Planning Council, pursuant to the provisions of Section 2801-a of the Public Health Law, on this 2nd day of October, 2014, having considered any advice offered by the Regional Health Systems Agency, the staff of the New York State Department of Health, and the Establishment and Project Review Committee of this Council and after due deliberation, hereby proposes to approve the following application for Public Health and Health Planning Council approval of five (5) new shareholders for an existing end stage renal disease center, and with the contingencies, if any, as set forth below and providing that each applicant fulfills the contingencies and conditions, if any, specified with reference to the application, and be it further RESOLVED, that upon fulfillment by the applicant of the conditions and contingencies specified for the application in a manner satisfactory to the Public Health and Health Planning Council and the New York State Department of Health, the Secretary of the Council is hereby authorized to issue the approval of the Council of the application, and be it further RESOLVED, that any approval of this application is not to be construed as in any manner releasing or relieving any transferor (of any interest in the facility that is the subject of the application) of responsibility and liability for any Medicaid (Medicaid Assistance Program -Title XIX of the Social Security Act) or other State fund overpayments made to the facility covering the period during which any such transferor was an operator of the facility, regardless of whether the applicant or any other entity or individual is also responsible and liable for such overpayments, and the State of New York shall continue to hold any such transferor responsible and liable for any such overpayments, and be it further RESOLVED, that upon the failure, neglect or refusal of the applicant to submit documentation or information in order to satisfy a contingency specified with reference to the application, within the stated time frame, the application will be deemed abandoned or withdrawn by the applicant without the need for further action by the Council, and be it further RESOLVED, that upon submission of documentation or information to satisfy a contingency specified with reference to the application, within the stated time frame, which documentation or information is not deemed sufficient by Department of Health staff, to satisfy the contingency, the application shall be returned to the Council for whatever action the Council deems appropriate. NUMBER: FACILITY/APPLICANT: 142015 E West Nassau Dialysis Center, Inc. APPROVAL CONTINGENT UPON: 1. Submission of a shareholders affidavit for each shareholder of the applicant, acceptable to the Department. [CSL] APPROVAL CONDITIONAL UPON: 1. The project must be completed within three years from the date of the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Documentation submitted to satisfy the above-referenced contingencies (4 copies) should be submitted within sixty (60) days to: Barbara DelCogliano Director Bureau of Project Management NYS Department of Health Empire State Plaza Corning Tower, Room 1842 Albany, New York 12237 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Professional Assistance for Seniors, Inc. Rochester Monroe For-Profit Corporation 2150-L Description of Project: Professional Assistance for Seniors, Inc., a business corporation, requests approval to obtain licensure as a home care services agency under Article 36 of the Public Health Law. The applicant has authorized 200 shares of stock which are owned as follows: Mary-Joy Lipari owns 10 shares. 190 shares remain unissued. The Board of Directors of Professional Assistance for Seniors, Inc. comprises the following individual: Mary-Joy Lipari, President President/Owner, Lipari & Associates, Inc. d/b/a Home Instead Senior Care (companion care agency) A search of the individual named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. The applicant proposes to serve the residents of the following counties from an office located at 97 Canal Landing Boulevard, Suite 10, Rochester, New York 14626: Monroe Livingston Wayne Genesee Ontario The applicant proposes to provide the following health care services: Nursing Homemaker Home Health Aide Housekeeper Personal Care Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval August 1, 2014 Licensed Home Care Services Agency Character and Competence Staff Review Name of Agency: Address: County: Structure: Application Number: Heathwood Assisted Living at Penfield, Inc. Penfield Monroe For-Profit Corporation 2220-L Description of Project: Heathwood Assisted Living at Penfield, Inc., a business corporation, requests approval for a change in ownership of a Licensed Home Care Services Agency (LHCSA) under Article 36 of the Public Health Law. This LHCSA is associated with Elderwood Assisted Living at Penfield, LLC and their Assisted Living Program (ALP). Elderwood Assisted Living at Penfield, LLC was previously approved as a home care services agency by the Public Health Council at its May 8, 2009 meeting and subsequently licensed as 1744L001. At that time it membership was as follows: Robert Chur – 75% and Carol Chur – 25%. The purpose of this proposal is to purchase the existing Licensed Home Care Services Agency and continue to serve the patients of the Assisted Living Program. A corresponding application for a change of ownership of the Assisted Living Program has been submitted to the Division of Assisted Living. The applicant has authorized 200 shares of stock, which are owned as follows: Carla C. Suero – 10 shares 190 shares of stock remain unissued. The Board of Directors of Heathwood Assisted Living at Penfield, Inc. comprises the following individual: Carla C. Suero, President Director of Assisted Living Operations, Elderwood Senior Care A search of the individual named above revealed no matches on either the Medicaid Disqualified Provider List or the OIG Exclusion List. The Bureau of Professional Credentialing has indicated that Carla Suero NHA license #04423 placed her license on inactive status. While her NHA license was active it was in good standing and the Board of Examiners of Nursing Home Administrators has never taken disciplinary action against this individual or her license. The applicant proposes to continue to serve the residents of Monroe County from an office located at 100 ElderWood Court, Penfield, New York 14526. The applicant proposes to continue to provide the following health care services: Nursing Occupational Therapy Home Health Aide Medical Social Services Physical Therapy Nutrition Speech-Language Pathology Housekeeper Review of the Personal Qualifying Information indicates that the applicant has the required character and competence to operate a licensed home care services agency. Contingency Submission of any and all information requested by the Division of Legal Affairs, in a form and manner acceptable to the Department. Recommendation: Date: Contingent Approval August 26, 2014 RESOLUTION RESOLVED, that the Public Health and Health Planning Council, pursuant to the provisions of Section 3605 of the Public Health Law, on this 2nd day of October, 2014, having considered any advice offered by the staff of the New York State Department of Health and the Establishment and Project Review Committee of the Council, and after due deliberation, hereby approves the following applications for licensure, and with the contingencies, if any, as set forth below and providing that each applicant fulfills the contingencies and conditions, if any, specified with reference to the application, and be it further RESOLVED, that upon fulfillment by the applicant of the conditions and contingencies specified for the application in a manner satisfactory to the Public Health and Health Planning Council and the New York State Department of Health, the Secretary of the Council is hereby authorized to issue the approval of the Council of the application, and be it further RESOLVED, that upon the failure, neglect or refusal of the applicant to submit documentation or information in order to satisfy a contingency specified with reference to the application, within the stated time frame, the application will be deemed abandoned or withdrawn by the applicant without the need for further action by the Council, and be it further RESOLVED, that upon submission of documentation or information to satisfy a contingency specified with reference to the application, within the stated time frame, which documentation or information is not deemed sufficient by Department of Health staff, to satisfy the contingency, the application shall be returned to the Council for whatever action the Council deems appropriate. NUMBER: FACILITY: 2148 L Apex Licensed Home Care Agency, LLC (Bronx, Queens, Kings, Richmond, New York, Westchester Counties) 2000 L Arvut Home Care, Inc. (Bronx, Queens, Kings, Nassau, New York, and Richmond Counties) 2147 L Attentive Licensed Home Care Agency, LLC (Bronx, Queens, Kings, Richmond, New York and Nassau Counties) Beautiful Day Home Care, Inc. (Cayuga, Tompkins, Onondaga, Cortland, Oswego, and Seneca Counties) 2136 L 2134 L Best Professional Home Care Agency, Inc. (Bronx, Kings, Queens, New York, and Richmond Counties) 2371 L CNY Helpers, LLC d/b/a Home Helpers & Direct Link #58740 (Oneida, Madison, Onondaga and Oswego Counties) 2123 L EOM Service, Inc. d/b/a BrightStar of South Brooklyn (Kings, Bronx, Queens, Richmond, and New York Counties) 1980 L Clear Waters Home Care Services, LLC (Bronx, Orange, and Westchester Counties) 2038 L Gentle Hands Agency, Inc. (Bronx, New York, Queens, Kings and Richmond Counties) 2104 L Joyful NY, LLC d/b/a Joyful Home Care Services (Suffolk, Nassau and Queens Counties) 2150 L Professional Assistance for Seniors, Inc. (Monroe, Livingston, Wayne, Genesee, and Ontario Counties) 2066 L Reliance Home Care, Inc. (Kings, Bronx, Queens, Richmond, New York and Nassau Counties) 1614 L Taconic Innovations, Inc. (Westchester and Dutchess Counties) 1787 L The Terrance at Park Place, Inc. d/b/a The Terrance at Park Place Lansing (Tompkins County) 2223 L Alliance Nursing Staffing of New York, Inc. (Nassau, Putnam, Dutchess, New York, Rockland, Westchester, Suffolk, Sullivan and Orange Counties) 2294 L Astra Home Care, Inc. d/b/a True Care (New York, Bronx, Kings, Richmond, Queens, and Westchester Counties) 2267 L Bridgewood, LLC d/b/a New Fordham Arms Assisted Living LHCSA (Queens, Kings, New York, Bronx, and Richmond Counties) 2303 A Baywood, LLC d/b/a Plan and Partner Home Healthcare (Richmond County) 2303 L Baywood, LLC d/b/a Plan and Partner Home Healthcare (Queens, Kings, New York, and Richmond Counties) 2105 L Healthy and Long Life Care, Inc. (New York, Bronx, Kings, Richmond, Queens and Nassau Counties) 1935 L Supreme Homecare Agency of NY, Inc. (New York, Bronx, Kings, Richmond, Queens and Westchester Counties) 2212 L Ameritech Homecare Solutions, LLC d/b/a PC Aide Plus (Bronx, Queens, Kings, Richmond, New York and Westchester Counties) 2496 L A & T Healthcare, LLC (Dutchess, Rockland, Nassau, Suffolk, Orange, Westchester, Putnam, Bronx, Sullivan, Ulster, Kings, New York, Richmond, Queens, and Greene Counties) 2219 L Healthwood Assisted Living at Williamsville, Inc. (Erie County) 2220 L Healthwood Assisted Living at Penfield, Inc. (Monroe County) 2231 L Intergen Health, LLC (Bronx, Queens, Kings, Nassau, New York, and Richmond Counties) 2309 L Two K Management Corp. d/b/a Family Aides Home Care (Nassau, Suffolk, Queens, Westchester, Bronx, Kings, New York, Queens, Richmond, and Suffolk Counties) 2423 L Senior Care Connection, Inc. d/b/a Eddy Senior Care (See Exhibit for Counties) 2424 L Eddy Licensed Home Care Agency, Inc. (See Exhibit for Counties) Public Health and Health Planning Council Project # 141201-E New York Endoscopy Center Program: Diagnostic and Treatment Center Purpose: Establishment County: Westchester Acknowledged: May 9, 2014 Executive Summary Description New York Endoscopy Center, LLC, (Center), an existing proprietary Article 28 diagnostic and treatment center, is requesting approval to convert its limited life operating certificate to indefinite life. The original application, CON 082037, for the establishment and construction of a single specialty freestanding ambulatory surgery center specializing in gastroenterology, was contingently approved by the Public Health Council on March 13, 2009, for a five year limited life. New York Endoscopy Center, LLC is located at 2 Westchester Park Drive, White Plains, New York and continues to operate under the original lease, which will expire in April, 2018. Note, on December 20, 2012, the Town of Harrison renamed Gannett Drive to Westchester Park Drive. The members of New York Endoscopy Center, LLC are as follows: Jack Rosemarin, M.D. Alfred Roston, M.D. Charles Noyer, M.D. 33.34% 33.33% 33.33% DOH Recommendation Contingent Approval for a two year extension of the operating certificate from the date of the Public Health and Health Planning Council recommendation. Need Summary Data submission by the applicant, as a contingency of CON 082037, is completed. year 3 (2012). The percent of Medicaid procedures projected was five (5) percent and that of charity was two (2) percent. Because only three of the five expected physicians chose to remain with the facility, the number of actual procedures was 1,173 in 2010 and 2,129 in year 3 (2012). The actual charity care in year 3 (2012) was 2.1 percent, but there was no significant Medicaid volume because of delays in the facility’s Medicaid certification until late 2013. Upon approval of this project, the Center projects 1,823 procedures in years 1 and 3 with five (5) percent Medicaid visits and two (2) percent charity care. There will be no changes in services. Program Summary Based on the information reviewed, staff found nothing that would reflect adversely upon the applicant’s character and competence or standing in the community. Financial Summary There are no project costs associated with this application. Budget Revenues Expenses Gains $1,673,508 852,575 $820,933 The applicant has demonstrated the capability to proceed in a financially feasible manner. Based on CON 082037, the Center projected 5,520 procedures in year 1 (2010) and 6,086 procedures in Project #141201-E Exhibit Page 1 Recommendations Health Systems Agency There will be no HSA recommendation for this project. Office of Health Systems Management Approval for a two-year extension of the operating certificate from the date of the Public Health and Health Planning Council recommendation, contingent upon: 1. Develop and implement a plan, satisfactory to the DOH, to improve Medicaid visits as projected in CON 082037. [RNR] 2. Submission of a signed agreement with an outside independent entity satisfactory to the Department to provide annual reports to the DOH beginning in the second year of operation. Said reports should include:  Data showing actual utilization including procedures;  Data showing breakdown of visits by payor source;  Data showing number of patients who need follow-up care in a hospital within seven days after ambulatory surgery;  Data showing number of emergency transfers to a hospital;  Data showing percentage of charity care provided, and  Number of nosocomial infections recorded during the year in question. [RNR] 3. For the period 2010 to present, review and re-submit corrected data to SPARCS. [RNR] 4. Submission of an affidavit attesting that there have been no changes to the legal documentation as originally approved by the Department. [CSL] Approval conditional upon: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Council Action Date October 2, 2014 Project #141201-E Exhibit Page 2 Need Analysis Background New York Endoscopy Center, LLC (NYEC), an Article 28 diagnostic and treatment center certified as a single-specialty ambulatory surgery center providing gastroenterology procedures, is requesting permission to convert to indefinite life following a five (5) year limited life (CON 082037). The facility is located at 2 Westchester Park Drive, White Plains, 10604, in Westchester County. NYEC has two procedure rooms. Analysis The primary service area is Westchester County. The table below provides information on projections and utilization for years 1 and 3 based on CON 082037. CON 082037 NYEC Total ProjectionsProcedures Year 1 (2010) 5,520 ProjectionsProcedures ActualProceduresICR Cost Report ActualProceduresICR Cost Report Year 3 (2012) Year 1 (2010) Year 3 (2012) 6,086 1,173 2,129 The applicant projected a total of 6,086 procedures in year 3 vs. 2,129 actual procedures in year 3 (2012). The applicant reports the reasons for not meeting the original projections are as follows:  The operation of NYEC started in March 2010 instead of October 2009.  NYEC did not get support from two surgeons as originally planned; one surgeon worked only parttime instead of full-time. In the end, they both left NYEC in mid-2012.  The Medicaid certification was approved in late 2013. Negotiations with health plans were very difficult and took a long time to complete. On April 1, 2014, NYEC entered into a Provider Agreement with Hudson Health Plan, a primary Medicaid HMO in Westchester County. Recently, NYEC also entered into a Provider Agreement with Fidelis. With these agreements, NYEC will be able to reach larger populations of Medicaid patients than in previous years. The table below provides information on NYEC’s original projections by payor and its actual distributions by payor for 2012. NYEC CON 082037 Projections Medicaid FFS* Medicaid MC* Medicare FFS Medicare MC Commercial FFS Commercial MC Charity Care Private Pay All Other Total Projections Years 1 and 3 (2012) 3% 2% 38% 2% 5% 45% 2% 3% Actual 2012 ----- ----23.6% 0.8% 73.3% --2.1% 0.3% ------ 100% 100% Project #141201-E Exhibit Page 3 Because NYEC did not receive Medicaid certification until late in 2013, the facility met none of its Medicaid projections for years 1 through 3. Based on its experience to date and the earlier loss of two physicians, NYEC now projects a volume of 1,823 procedures per year. The table below provides payor distribution information for 2013 and projections of payor distribution for years 1 and 3 subsequent to receipt of a permanent life operating certificate. NYEC CON 141201 Projections Medicaid FFS Medicaid MC Medicare FFS Medicare MC Commercial FFS Commercial MC Charity Care Private Pay All Other Total: Actual 2013 0.3% 0.1% 26.4% 1.3% 54.8% --2.0% 5.6% 9.5% 100% Projections Years 1 and 3 1.0% 4.0% 26.4% 1.3% 50.2% --2.1% 5.6% 9.1% 100% Conclusion In the first six months of 2014, Medicaid patients represented five percent of NYEC cases. However, additional time is needed to determine whether the facility can sustain a significant Medicaid caseload on an extended basis. Therefore, NYEC’s limited life status should be extended for two years, to ensure the maintenance of its target of five percent Medicaid volume. Recommendation From a need perspective, an extension of limited life approval for two years is recommended. Program Analysis Program Proposal New York Endoscopy Center, an existing Article 28 diagnostic and treatment center certified as a singlespecialty ambulatory surgery center specializing in gastroenterology procedures, is requesting permission to convert to indefinite life following a five (5) year limited life. There will be no changes in services and staffing is expected to remain at 12.0 FTEs. Compliance with Applicable Codes, Rules and Regulations The medical staff will continue to ensure that procedures performed at the facility conform to generally accepted standards of practice and that privileges granted are within the physician's scope of practice and/or expertise. The facility’s admissions policy will include anti-discrimination regarding age, race, creed, color, national origin, marital status, sex, sexual orientation, religion, disability, or source of payment. All procedures will be performed in accordance with all applicable federal and state codes, rules and regulations, including standards for credentialing, anesthesiology services, nursing, patient admission and discharge, a medical records system, emergency care, quality assurance and data requirements. This facility has no outstanding Article 28 surveillance or enforcement actions and, based on the most recent surveillance information, is deemed to be currently operating in substantial compliance with all applicable State and Federal codes, rules and regulations. This determination was made based on a review Project #141201-E Exhibit Page 4 of the files of the Department of Health, including all pertinent records and reports regarding the facility’s enforcement history and the results of routine Article 28 surveys as well as investigations of reported incidents and complaints. Recommendation From a programmatic perspective, approval is recommended. Financial Analysis Financial Analysis The applicant has submitted an operating budget, in 2014 dollars, for the current year and the first and third years of operations subsequent to receiving a permanent life operating certificate, as summarized below: Revenues Operating Non-Operating (a) Total Revenues Expenses Operating Capital Total Expenses Net Income or (Loss) Utilization (visits) Utilization (procedures) Cost per Procedure (a) Interest income Current Year-2013 Year One Year Three $1,719,233 12,569 $1,731,802 $1,660,939 12,569 $1,673,508 $1,660,939 12,569 $1,673,508 $646,654 205,921 $852,575 $646,654 205,921 $852,575 $646,654 205,921 $852,575 $879,227 $820,933 $820,933 1,546 1,823 $467.68 1,546 1,823 $467.68 1,546 1,823 $467.68 Projected utilization and expenses are based on current operating results. Below is the comparison of CON 082037 projected and actual utilization for the first and third years. Utilization (procedures) Projected Actual Year One 2010 5,520 1,173 Year Three 2012 6,086 2,129 The applicant provides the following reasons for the difference between 2010 and 2012 projected utilization and actual utilization:      The center started treating patients in March 2010, approximately five months after receiving their operating certificate in October 5, 2009. The two surgeons that were committed to practicing full-time (under CON 082037) never worked more than part-time and ultimately left the center, one in April 2012 and the other in May 2012. The Center did not receive Medicare certification until 2011 and did not receive Medicaid certification until the latter part of 2013. The Center had unexpectedly long negotiations with Hudson Health Plan (Medicaid HMO), which was finally executed in February 2014. The collaboration accounts for approximately 4% of the Center’s total cases during the first half of 2014. The Center’s contract applications with Affinity and Fidelis Health Plans have been pending for approximately six months, both are Medicaid HMO carriers. Project #141201-E Exhibit Page 5  The Center’s contract negotiations with commercial carriers have been unusually drawn out, as an example, United/Oxford contract became effective as of November 1, 2011, but the Blue Cross/Blue Shield did not become effective until July 1, 2014. The applicant states that due to a computer/programming interface error between the New York Endoscopy Center, LLC and Statewide Planning & Research Cooperative System (SPARCS), the Center has determined that the information previously submitted is not accurate. The Center has offered to resubmit the correct 2010- 2013 data to SPARCS. Below is the comparison of CON 082037 projected third year utilization by payor source and actual. Utilization by Payor Projected Third Year-2012 Actual Third Year-2012 Medicaid Fee-For-Service** 3% Medicaid Managed Care** 2% Medicare Fee-For-Service 38% 23.58% Medicare Manage Care 2% .77% Commercial Fee-for-Service 5% 73.27% Commercial Managed Care 45% 0% Private Pay 3% .28% Charity Care* 2% 2.10% *Includes highly discounted care to the poor and uninsured patients who otherwise would not have been able to afford the care. **As noted above, the Center did not received its Medicaid Certification until the latter part of 2013. The applicant has outlined a number of factors and affiliations that have and will increase its charity care and Medicaid utilization. The Center engages in community outreach programs, participants in the NYSDOH Cancer Screening Program, is involve is collaborating with Open Door Family Medical Centers (which works directly with Hudson Health Plan), Hudson River Healthcare, Inc. and Witness CARES (Community Awareness, Reach and Empowerment for Screening). As previously mentioned, the collaboration with Hudson Health Plan, a Medicaid HMO, accounted for 4% of the Center’s cases during the first half of 2014. Below is the utilization by payor source for 2013 and for the first and third years subsequent to receipt of a permanent life operating certificate. Utilization by Payor Source Medicaid Fee-For-Service Medicaid Managed Care Medicare Fee-For-Service Medicare Managed Care Commercial Fee-for-Service Private Pay All Other Charity Care 2013 .26% .13% 26.39% 1.29% 54.79% 5.56% 9.51% 2.07% Year One and Three .97% 4.01% 26.39% 1.29% 50.19% 5.56% 9.51% 2.08% During the first six months of 2014, Medicaid patients represented 5% of the 785 cases and the uninsured/self-pay represented 9% of the cases which are provided at a discounted rate. In addition, from January through June 2014, approximately 4% of the Center’s cases were provided to uninsured and underinsured individuals through the NYSDOH’s Cancer Services Program. The applicant anticipates that its affiliation with Witness CARES will generate increased referrals for charity care and Medicaid patients. Capability and Feasibility There are no project costs associated with this application. Project #141201-E Exhibit Page 6 New York Endoscopy Center, LLC projects an operating surplus of $820,933 in both of the first and third years. Revenues are based on current and projected federal and state governmental reimbursement methodologies, while commercial payers are based on experience. The budget appears reasonable. BFA Attachment A and B are New York Endoscopy Center, LLC’s 2012 and 2013 financial summaries, which show an average positive working capital and an average positive equity position, and generated an average positive net income of $1,279,628 for the period. It appears that the applicant has demonstrated the capability to proceed in a financially feasible manner. Recommendation From a financial perspective, approval is recommended. Attachments BFA Attachment A BFA Attachment B Financial Summary for 2012, New York Endoscopy Center, LLC Financial Summary for 2013, New York Endoscopy Center, LLC Project #141201-E Exhibit Page 7 RESOLUTION RESOLVED, that the Public Health and Health Planning Council, pursuant to the provisions of Section 2801-a of the Public Health Law, on this 2nd day of October, 2014, having considered any advice offered by the Regional Health Systems Agency, the staff of the New York State Department of Health, and the Establishment and Project Review Committee of this Council and after due deliberation, hereby proposes to approve the following application to request for indefinite life for Project #082037, and with the contingencies, if any, as set forth below and providing that each applicant fulfills the contingencies and conditions, if any, specified with reference to the application, and be it further RESOLVED, that upon fulfillment by the applicant of the conditions and contingencies specified for the application in a manner satisfactory to the Public Health and Health Planning Council and the New York State Department of Health, the Secretary of the Council is hereby authorized to issue the approval of the Council of the application, and be it further RESOLVED, that any approval of this application is not to be construed as in any manner releasing or relieving any transferor (of any interest in the facility that is the subject of the application) of responsibility and liability for any Medicaid (Medicaid Assistance Program -Title XIX of the Social Security Act) or other State fund overpayments made to the facility covering the period during which any such transferor was an operator of the facility, regardless of whether the applicant or any other entity or individual is also responsible and liable for such overpayments, and the State of New York shall continue to hold any such transferor responsible and liable for any such overpayments, and be it further RESOLVED, that upon the failure, neglect or refusal of the applicant to submit documentation or information in order to satisfy a contingency specified with reference to the application, within the stated time frame, the application will be deemed abandoned or withdrawn by the applicant without the need for further action by the Council, and be it further RESOLVED, that upon submission of documentation or information to satisfy a contingency specified with reference to the application, within the stated time frame, which documentation or information is not deemed sufficient by Department of Health staff, to satisfy the contingency, the application shall be returned to the Council for whatever action the Council deems appropriate. NUMBER: FACILITY/APPLICANT: 141201 E New York Endoscopy Center APPROVAL CONTINGENT UPON: Approval for a two-year extension of limited life certification, contingent upon: 1. Develop and implement a plan, satisfactory to the DOH, to improve Medicaid visits as projected in CON 082037. [RNR] 2. Submission of a signed agreement with an outside independent entity satisfactory to the Department to provide annual reports to the DOH beginning in the second year of operation. Said reports should include: • Data showing actual utilization including procedures; • Data showing breakdown of visits by payor source; • Data showing number of patients who need follow-up care in a hospital within seven days after ambulatory surgery; • Data showing number of emergency transfers to a hospital; • Data showing percentage of charity care provided, and • Number of nosocomial infections recorded during the year in question. [RNR] 3. For the period 2010 to present, review and re-submit corrected data to SPARCS. [RNR] 4. Submission of an affidavit attesting that there have been no changes to the legal documentation as originally approved by the Department. [CSL] APPROVAL CONDITIONAL UPON: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Documentation submitted to satisfy the above-referenced contingencies (4 copies) should be submitted within sixty (60) days to: Barbara DelCogliano Director Bureau of Project Management NYS Department of Health Empire State Plaza Corning Tower, Room 1842 Albany, New York 12237 Public Health and Health Planning Council Project # 141300-B Greenwich Village Ambulatory Surgery Center, LLC Program: Purpose: Diagnostic and Treatment Center Establishment and Construction County: New York Acknowledged: July 11, 2014 Executive Summary Description Greenwich Village Ambulatory Surgery Center, LLC is requesting to establish and construct a multi-specialty, freestanding ambulatory surgery center specializing in orthopedic surgery and pain management, which will have four operating rooms and two procedure rooms, and will be located in leased space at 200 West 13th Street, Suite 400, New York, NY 10011. Greenwich Village Ambulatory Surgery Center, LLC’s primary service area will be in New York County. This application has been developed with the cooperation and support of Lenox Hill Hospital and North Shore-LIJ Health System. Lenox Hill Hospital is a subsidiary of the North Shore-LIJ Health System. Greenwich Village Ambulatory Surgery Center, LLC (GVASC), a New York State limited liability corporation, consists of fifteen individual member surgeons (26%), three individual members of NYSCA, LLC (10%), and North Shore-LIJ Ventures CCC, LLC (64%). North Shore-LIJ Ventures CCC, LLC is a New York State not-for-profit corporation solely owned by North Shore University Hospital. All of the physician members of GVASC are surgeons with medical practices within the proposed service area of the FASC. BFA Attachment A is the proposed organizational chart of Greenwich Village Ambulatory Surgery Center, LLC. GVASC will enter into an administrative services agreement with Surgical Care Affiliates, LLC (SCA), under which SCA will provide development, consulting, and administrative services to the proposed Center. SCA is a national provider of consulting and administrative services to ambulatory surgery centers. The three members of NYSCA, LLC are also employed by SCA. DOH staff notes that the administrative services agreement appears to be in compliance with the principles set forth by the Department’s guidelines regarding representative governance. DOH Recommendation Approval with an expiration of the operating certificate five (5) years from the date of its issuance. Need Summary The number of projected procedures is 3,125 in year 1 and 6,350 in year 3. Program Summary Based on the information reviewed, staff found nothing that would reflect adversely upon the applicant’s character and competence or standing in the community. Financial Summary Project costs of $14,299,962 will be met with $4,679,107 in cash and a $9,620,855 bank loan. Budget: Revenues: Expenses: Gain: $19,699,291 13,947,552 $ 5,751,739 Subject to the noted contingencies, it appears that the applicant has demonstrated the capability to proceed in a financially feasible manner. Project #141300-B Exhibit Page 1 Recommendations Health Systems Agency There will be no HSA recommendation for this project. Office of Health Systems Management Approval with an expiration of the operating certificate five (5) years from the date of its issuance, contingent upon: 1. Submission of a check for the amount enumerated in the approval letter, payable to the New York State Department of Health. Public Health Law Section 2802.7 states that all construction applications requiring review by the Public Health and Health Planning Council shall pay an additional fee of fifty-five hundredths of one percent of the total capital value of the project, exclusive of CON fees. [PMU] 2. Submission of a signed agreement with an outside independent entity satisfactory to the Department to provide annual reports to the DOH beginning in the second year of operation. Said reports should include:  Data showing actual utilization including procedures;  Data showing breakdown of visits by payor source;  Data showing number of patients who need follow-up care in a hospital within seven days after ambulatory surgery;  Data showing number of emergency transfers to a hospital;  Data showing percentage of charity care provided, and  Number of nosocomial infections recorded during the year in question. [RNR] 3. Submission of a statement, acceptable to the Department, that the applicant will consider creating or entering into an integrated system of care that will reduce the fragmentation of the delivery system, provide coordinated care for patients, and reduce inappropriate utilization of services. The applicant will agree to submit a report to the Department beginning in the second year of operation and each year thereafter detailing these efforts and the results. [RNR] 4. Submission by the governing body of the ambulatory surgery center of an Organizational Mission Statement which identifies, at a minimum, the populations and communities to be served by the center, including underserved populations (such as racial and ethnic minorities, women and handicapped persons) and the center’s commitment to meet the health care needs of the community, including the provision of services to those in need regardless of ability to pay. The statement shall also include commitment to the development of policies and procedures to assure that charity care is available to those who cannot afford to pay. [RNR] 5. Submission of an executed transfer and affiliation agreement, acceptable to the Department, with a local acute care hospital. [HSP] 6. Submission of an executed Administrative Services Agreement, acceptable to the Department. [HSP] 7. Submission of an executed building lease that is acceptable to the Department of Health. [BFA] 8. Submission of a loan commitment for project costs that is acceptable to the Department of Health. [BFA] 9. Submission of an Administrative Services Agreement that is acceptable to the Department of Health. [BFA] 10. Submission of State Hospital Code (SHC) Drawings, acceptable to the Department, as described in attached BAEFP Drawing Submission Guidelines DSG-03. Hardcopy plans must be addressed as follows: Attn: Contingency Response, NYS Department of Health, Bureau of Project Management, Corning Tower Room 1842, Empire State Plaza, Albany, NY 12237. Contingent approval has been recommended in lieu of missing requirements from the DSG-01. SHC submission shall incorporate this information also required by DSG-03. All exit components; i.e. corridors, stair & landing, widths, rise/runs, shall be dimensioned on drawings. Level of exit discharge shall be shown demonstrating compliance with NFPA. [AER] 11. Submission of the applicant’s executed Certificate of Amendment of its Articles of Organization, Project #141300-B Exhibit Page 2 acceptable to the Department. [CSL] 12. Submission of a photocopy of an executed amendment to applicants Operating Agreement, acceptable to the Department. [CSL] 13. Submission of a photocopy of the executed agreement of Lease between Lenox Hill Hospital and the applicant, that is acceptable to the Department. [CSL] 14. Submission of a photocopy of the executed Certificate of Amendment of the Articles of Organization of NYSCA, LLC, acceptable to the Department. [CSL] 15. Submission of a photocopy of an executed amendment to the Operating Agreement of North ShoreLIJ Ventures CCC, LLC, acceptable to the Department. [CSL] Approval conditional upon: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] 2. The staff of the facility must be separate and distinct from staff of other entities. [HSP] 3. The signage must clearly denote the facility is separate and distinct from other adjacent entities. [HSP] 4. The entrance to the facility must not disrupt any other entity's clinical program space. [HSP] 5. The clinical space must be used exclusively for the approved purpose. [HSP] 6. The submission of Final Construction Documents, signed and sealed by the project architect, as described in BAEFP Drawing Submission Guidelines DSG-05, prior to the applicant’s start of construction. [AER] 7. The applicant shall start construction on or before 12/01/14 and complete construction by 12/31/15 upon the filing of Final Construction Documents in accordance with 10 NYCRR section 710.7. In accordance with 10 NYCRR Part 710.2(b)(5), if construction is not started on or before the start date, this shall constitute abandonment of the approval. In accordance with 10 NYCRR Part 710.10(a), this approval shall be deemed cancelled, withdrawn and annulled without further action by the Commissioner. [AER] Council Action Date October 2, 2014 Project #141300-B Exhibit Page 3 Need Analysis Project Description Greenwich Village Ambulatory Surgery Center, LLC, a NYS limited liability corporation, is requesting approval to establish and construct an Article 28 diagnostic and treatment center to provide multispecialty ambulatory surgery services. It will have four operating rooms and two procedure rooms. The proposed location is 200 West 13th Street, Suite 400, New York, 10011, in New York County. Background and Analysis The primary service area is New York County. New York County currently has a total of 15 freestanding ambulatory surgery centers: seven (7) multi-specialty ASCs and eight (8) single specialty ASCs. Additionally, there are two freestanding multi-specialty ASCs in New York County that have been approved but are not yet operational. (Source-HFIS) Ambulatory Surgery Total Patients 2013 PFI Type of Facility Facility 9313 3976 9115 4295 8577 6908 6624 9274 9490 7874 9139 8503 9148 Single-Specialty Multi-Specialty Single-Specialty Multi-Specialty Multi-Specialty Multi-Specialty Single-Specialty Single-Specialty Multi-Specialty Single-Specialty Multi-Specialty Single-Specialty Multi-Specialty Carnegie Hill Endo, LLC Center for Specialty Care East Side Endoscopy Fifth Avenue Surgery Center Gramercy Park Digestive Disease Ctr Gramercy Surgery Center, Inc. Kips Bay Endoscopy Center LLC Manhattan Endoscopy Ctr, LLC Manhattan Surgery Center (Opened 4/1/13) Mid-Manhattan Surgi-Center Midtown Surgery Center, LLC Retinal Ambulatory Surgery Ctr Surgicare of Manhattan, LLC Total Total Patients 10,695 4,174 7,345 1,665 8,666 2,550 9,241 12,014 N/A 4,312 3,114 1,862 3,648 69,286 The number of projected procedures is 3,125 in year 1 and 6,350 in year 3. These projections are based on the participating physicians’ current case load. The applicant is committed to serving all persons without regard to their ability to pay or the source of payment. Conclusion The proposed project will improve access to ambulatory surgery services for the communities of New York County. Recommendation From a need perspective, contingent approval is recommended for a limited life of five years. Project #141300-B Exhibit Page 4 Program Analysis Project Proposal Greenwich Village Ambulatory Surgery Center, LLC (GVASC) seeks approval to establish and construct an Article 28 diagnostic and treatment center that will be certified as a multi-specialty ambulatory surgery center (ASC). Proposed Operator Site Address Surgical Specialties Operating Rooms Procedure Rooms Hours of Operation Staffing (1st Year / 3rd Year) Medical Director(s) Emergency, In-Patient and Backup Support Services Agreement and Distance On-call service Greenwich Village Ambulatory Surgery Center, LLC 200 West 13th Street, Suite 400, New York, NY Multi-Specialty, to include: Orthopedics Pain Management 4 - Class C (2 additional Class C ORs will be constructed but not equipped at this time) 2 Monday through Friday from 6:00 am to 6:00 pm (Will consider expanding hours as demand increases.) 21.50 FTEs / 30.00 FTEs Nicholas Sgaglione, MD Is expected to be provided by Lenox Hill Hospital 4.1 miles/15 minutes away Patients will be provided instructions at discharge and the center will have signage and an after-hours phone message. Character and Competence Presently, Greenwich Village Ambulatory Surgery Center, LLC is wholly owned by North Shore-LIJ Ventures CCC, LLC. However, upon approval, ownership interest will be transferred as follows: Name **North Shore LIJ Ventures CCC, LLC Managers: Dennis Dowling Laurence A. Kraemer John McGovern Mark Jarrett, MD Joseph Moscola NYSCA, LLC Ali Reza (33.3%) Christian Ellison (33.3%) Brian Mathis (33.3%) Individuals (15 physician members) Andrew Bazos, MD Fabien Bitan, MD Ed Cleeman, MD Joshua Dines, MD Gordon Freedman, MD Richard Gilbert, MD Elias Kassapidis, MD Mark Klion, MD Joel Kreitzer, MD Robert Meyerson, MD Project #141300-B Exhibit Page 5 Membership Percentage 64.00% 10.00% 26.00% 1.00% 2.00% 2.00% 1.00% 2.00% 2.00% 2.00% 1.00% 2.00% 2.00% Robert Pae, MD Kevin Plancher, MD Andrew Sands, MD Vinoo Thomas, MD Vikas Varma, MD 2.00% 1.00% 2.00% 2.00% 2.00% ** C&C for the Board of Trustees of NSLIJ was previously conducted under CON #141004, a project which was approved by PHHPC in June 2014 TOTAL 100.00% NSLIJ Ventures CCC, LLC is a New York State not-for-profit corporation. The officers and board of trustees are employees of the North Shore-LIJ Health System (NSLIJ). The sole passive member of NSLIJ Ventures CCC, LLC is North Shore-LIJ Health System. A full Character and Competence Review was conducted on all voting members of the NSLIJ Board. Disclosures were made as part of project CON #141004 which was approved by PHHPC in June 2014. GVASC will enter into an administrative services agreement with Surgical Care Affiliates, LLC (SCA), a national provider of consulting and administrative services to ambulatory surgery centers. The three (3) members of NYSCA, LLC are employed by SCA and bring with them considerable ASC consulting and management expertise. The physician members of GVASC are Board-certified surgeons in their respective specialties and have medical practices within the proposed service area of the ASC. Presently, the Managers of GVASC are all officers of NSLIJ (Dennis Dowling, Laurence Kraemer, John McGovern, Mark Jarrett, MD, and Joseph Moscola). However, upon approval and execution of GVASC’s amended and restated Operating Agreement, three (3) of the NSLIJ managers will be replaced with two (2) managers appointed by the physician members. The final manager slot will be filled by one of the three owners of NYSCA, LLC. (All prospective new managers have undergone a character and competence review with this project.) Staff from the Division of Certification & Surveillance reviewed the disclosure information submitted regarding licenses held, formal education, training in pertinent health and/or related areas, employment history, a record of legal actions, and a disclosure of the applicant’s ownership interest in other health care facilities. Licensed individuals were checked against the Office of Medicaid Management, the Office of Professional Medical Conduct, and the Education Department databases as well as the US Department of Health and Human Services Office of the Inspector General Medicare exclusion database. Drs. Freedman, Kreitzer, and Thomas each disclosed one pending malpractice case and Dr. Meyerson disclosed two (2) pending malpractice cases. Dr. Bitan disclosed 7 pending malpractice cases. Dr. Dines disclosed one settled malpractice case. Additionally, the staff from the Division of Certification & Surveillance reviewed the ten-year surveillance history of all associated facilities. Sources of information included the files, records, and reports found in the Department of Health. Included in the review were the results of any incident and/or complaint investigations, independent professional reviews, and/or comprehensive/focused inspections. The review found that any citations were properly corrected with appropriate remedial action. On December 11, 2008, a Stipulation and Order and $18,000 fine was issued against North Shore University Hospital – Manhasset following a complaint investigation into the post-operative care rendered to an elderly patient. Subsequent to surgery for an aneurysm, the patient developed multiple decubiti, fell out of bed and sustained a dislocated femur and developed renal failure. Follow-up care was delayed or inadequately administered. In September 2010, North Shore-Long Island Jewish Health System settled claims without a finding or admission of fraud, liability or other wrongdoing relative to a qui tam lawsuit filed under the civil False Project #141300-B Exhibit Page 6 Claims Act by a private whistleblower and investigated by the U.S. Attorney’s Office. The $2.95M settlement covered a 10-year period and primarily related to isolated errors in various cost reports rather than the allegations. Integration with Community Resources The Center is committed to providing charity care for persons without the ability to pay and a uniformlyadministered system of reduced fees or financial assistance will be implemented for those who are uninsured or do not have access to the financial resources to pay for medical care. The Center is exploring implementation of an electronic medical record (EMR) system that would best provide a rapid and accurate exchange of patient information. In the interim, the Center will use a paper medical record which, when closed, will be scanned into a virtual medical record (VMR) for archiving. The Center will consider joining a regional health information (RHIO) or qualified health information exchange (HIE). Recommendation From a programmatic perspective, contingent approval is recommended. Financial Analysis Administrative Services Agreement Greenwich Village Ambulatory Surgery Center, LLC will enter into an Administrative Services Agreement with Surgical Care Affiliates, LLC. The consultant would provide certain professional business and administrative services to the ambulatory surgery center relating to the operation of the facility. The applicant has submitted a draft agreement, which is summarized below: Facility: Contractor: Administrative Term: Compensation: Duties of the Contractor: Greenwich Village Ambulatory Surgery Center, LLC Surgical Care Affiliates, LLC 3 Years, with option to renew for an additional terms of 2 year periods. $500,000 per annum ($41,666.67/month) for administrative services and can never exceed $800,000 per annum. Billing and collection services are $45-$60 per claim based on the complexity of client’s case mix. Financial Management Services, Strategic Planning and Development, Policies and Procedures, Contracting Services, Personnel, Supplies, Utilities/Waste Management, Operating Licenses and Banking, Billing and Collection Services. While Surgical Care Affiliates, LLC will be providing all of the above services, the Facility retains ultimate control in all of the final decisions associated with the services. Lease Rental Agreement The applicant will lease approximately 30,897 square feet of space on the fourth floor, Suite 400 of 200 West 13th Street, New York, NY under the terms of the proposed lease agreement summarized below: Landlord: Tenant: Term: Rental: Lenox Hill Hospital Greenwich Village Ambulatory Surgery Center , LLC 10 Years The annual base rent is $1,755,600 calculated using 114 months with the first six months free, plus supplemental rent of $1,512,588 per annum based on the amortized cost of the Landlord’s leasehold improvements over 9.5 years. The first 6 months will also be free. Project #141300-B Exhibit Page 7 Provisions: Maintenance, insurance and taxes. The applicant has indicated that the lease will be an arm’s length lease arrangement, and has submitted letters from real estate brokers attesting to the reasonableness of the base per square foot rental. Total Project Cost And Financing Total project costs for renovations and the acquisition of movable equipment is estimated at $14,299,962, broken down as follows: New Construction Design Contingency Construction Contingency Planning Consultant Fees Architect/Engineering Fees Construction Manager Fees Other Fees (Consulting) Movable Equipment Telecommunications Application Fee Additional Processing Fee Total Project Cost $ 6,630,612 567,708 283,854 170,312 454,167 283,854 283,854 5,159,600 385,792 2,000 78,209 $14,299,962 Project costs are based on a December 1, 2014 construction start date and a thirteen month construction period. The applicant’s financing plan appears as follows: Equity Bank Loan @ 5.0% over 7 years $ 4,679,107 9,620,855 Equity contributions are based on proposed member’s percentage of interest. A letter of interest has been submitted by Siemens Financial Services, Inc. for both the equipment and construction loan. Operating Budget The applicant has submitted an operating budget in 2014 dollars, for the first and third years of operation, summarized below: Revenues: Expenses: Operating Interest Depreciation and Rent Total Expenses Year One $9,694,037 Year Three $19,699,291 $5,493,841 1,154,778 4,493,259 $11,141,878 $8,480,250 941,900 4,525,402 $13,947,552 Net Income (Loss) $(1,447,841) $5,751,739 3,125 $3,565.40 6,350 $2,196.46 Utilization: (procedures) Cost Per Procedure Utilization by Payor source for the first and third years is as follows: Commercial Insurance-Managed Care Medicare Fee-For-Service Medicaid Managed Care Self-Pay Other (Workmen’s Comp and No Fault) Charity Care First and Third Years 64.5% 11.5% 2.9% 1.5% 17.6% 2.0% Project #141300-B Exhibit Page 8 Expense and utilization assumptions are based on the combined historical experience of the proposed physician members of Greenwich Village Ambulatory Surgery Center, LLC, and similar Ambulatory Surgery Centers administered by SCA. The applicant has submitted physician referral letters in support of utilization projections. Capability and Feasibility Project cost will be satisfied by a loan from Siemens Financial Services, Inc., for $9,620,855 at stated terms, with the remaining $4,679,107 from proposed member’s equity. Working capital requirements, estimated at $2,324,592, appears reasonable based on two months of third year expenses, and will be provided through equity of the proposed members. BFA Attachments C-E are the summaries of net worth statement of the proposed members of Greenwich Village Ambulatory Surgery Center, LLC, which indicate the availability of sufficient funds for the stated levels of equity. BFA Attachment F is the pro-forma balance sheet of Greenwich Village Ambulatory Surgery Center, LLC as of the first day of operation, which indicates positive member’s equity position of $5,713,693. The submitted budget indicates a net loss of $1,447,841 the first year, and a net profit of $5,751,739 the third year of operation. The budget appears reasonable. As shown on BFA Attachment E, North Shore-LIJ has maintained positive working capital, net assets and net profit from operations for the period shown. Subject to the noted contingencies, it appears that the applicant has demonstrated the capability to proceed in a financially feasible manner. Recommendation From a financial perspective, contingent approval is recommended. Attachments BFA Attachment A BFA Attachment B BFA Attachment C BFA Attachment D BFA Attachment E BFA Attachment F BFA Attachment G BHFP Attachment Organizational Chart of Greenwich Village Ambulatory Surgery Center, LLC Physician Membership Interest Net Worth Statement of Proposed Physician Members Net Worth Statement of NYSCA,LLC members Financial Summary of North Shore-LIJ Pro-forma Balance Sheet Amortization of Leasehold Improvements Map Project #141300-B Exhibit Page 9 RESOLUTION RESOLVED, that the Public Health and Health Planning Council, pursuant to the provisions of Section 2801-a of the Public Health Law, on this 2nd day of October, 2014, having considered any advice offered by the Regional Health Systems Agency, the staff of the New York State Department of Health, and the Establishment and Project Review Committee of this Council and after due deliberation, hereby proposes to approve the following application to establish and construct a freestanding ambulatory surgery center specializing in orthopedic surgery and pain management to be located at 200 West 13th Street, Suite 400, New York, New York, and with the contingencies, if any, as set forth below and providing that each applicant fulfills the contingencies and conditions, if any, specified with reference to the application, and be it further RESOLVED, that upon fulfillment by the applicant of the conditions and contingencies specified for the application in a manner satisfactory to the Public Health and Health Planning Council and the New York State Department of Health, the Secretary of the Council is hereby authorized to issue the approval of the Council of the application, and be it further RESOLVED, that any approval of this application is not to be construed as in any manner releasing or relieving any transferor (of any interest in the facility that is the subject of the application) of responsibility and liability for any Medicaid (Medicaid Assistance Program -Title XIX of the Social Security Act) or other State fund overpayments made to the facility covering the period during which any such transferor was an operator of the facility, regardless of whether the applicant or any other entity or individual is also responsible and liable for such overpayments, and the State of New York shall continue to hold any such transferor responsible and liable for any such overpayments, and be it further RESOLVED, that upon the failure, neglect or refusal of the applicant to submit documentation or information in order to satisfy a contingency specified with reference to the application, within the stated time frame, the application will be deemed abandoned or withdrawn by the applicant without the need for further action by the Council, and be it further RESOLVED, that upon submission of documentation or information to satisfy a contingency specified with reference to the application, within the stated time frame, which documentation or information is not deemed sufficient by Department of Health staff, to satisfy the contingency, the application shall be returned to the Council for whatever action the Council deems appropriate. NUMBER: FACILITY/APPLICANT: 141300 B Greenwich Village Ambulatory Surgery Center, LLC APPROVAL CONTINGENT UPON: Approval with an expiration of the operating certificate five (5) years from the date of its issuance, contingent upon: 1. Submission of a check for the amount enumerated in the approval letter, payable to the New York State Department of Health. Public Health Law Section 2802.7 states that all construction applications requiring review by the Public Health and Health Planning Council shall pay an additional fee of fifty-five hundredths of one percent of the total capital value of the project, exclusive of CON fees. [PMU] 2. Submission of a signed agreement with an outside independent entity satisfactory to the Department to provide annual reports to the DOH beginning in the second year of operation. Said reports should include: • Data showing actual utilization including procedures; • Data showing breakdown of visits by payor source; • Data showing number of patients who need follow-up care in a hospital within seven days after ambulatory surgery; • Data showing number of emergency transfers to a hospital; • Data showing percentage of charity care provided, and • Number of nosocomial infections recorded during the year in question. [RNR] 3. Submission of a statement, acceptable to the Department, that the applicant will consider creating or entering into an integrated system of care that will reduce the fragmentation of the delivery system, provide coordinated care for patients, and reduce inappropriate utilization of services. The applicant will agree to submit a report to the Department beginning in the second year of operation and each year thereafter detailing these efforts and the results. [RNR] 4. Submission by the governing body of the ambulatory surgery center of an Organizational Mission Statement which identifies, at a minimum, the populations and communities to be served by the center, including underserved populations (such as racial and ethnic minorities, women and handicapped persons) and the center’s commitment to meet the health care needs of the community, including the provision of services to those in need regardless of ability to pay. The statement shall also include commitment to the development of policies and procedures to assure that charity care is available to those who cannot afford to pay. [RNR] 5. Submission of an executed transfer and affiliation agreement, acceptable to the Department, with a local acute care hospital. [HSP] 6. Submission of an executed Administrative Services Agreement, acceptable to the Department. [HSP] 7. Submission of an executed building lease that is acceptable to the Department of Health. [BFA] 8. Submission of a loan commitment for project costs that is acceptable to the Department of Health. [BFA] 9. Submission of an Administrative Services Agreement that is acceptable to the Department of Health. [BFA] 10. Submission of State Hospital Code (SHC) Drawings, acceptable to the Department, as described in attached BAEFP Drawing Submission Guidelines DSG-03. Hardcopy plans must be addressed as follows: Attn: Contingency Response, NYS Department of Health, Bureau of Project Management, Corning Tower Room 1842, Empire State Plaza, Albany, NY 12237. Contingent approval has been recommended in lieu of missing requirements from the DSG-01. SHC submission shall incorporate this information also required by DSG-03. All exit components; i.e. corridors, stair & landing, widths, rise/runs, shall be dimensioned on drawings. Level of exit discharge shall be shown demonstrating compliance with NFPA. [AER] 11. Submission of the applicant’s executed Certificate of Amendment of its Articles of Organization, acceptable to the Department. [CSL] 12. Submission of a photocopy of an executed amendment to applicants Operating Agreement, acceptable to the Department. [CSL] 13. Submission of a photocopy of the executed agreement of Lease between Lenox Hill Hospital and the applicant, that is acceptable to the Department. [CSL] 14. Submission of a photocopy of the executed Certificate of Amendment of the Articles of Organization of NYSCA, LLC, acceptable to the Department. [CSL] 15. Submission of a photocopy of an executed amendment to the Operating Agreement of North Shore-LIJ Ventures CCC, LLC, acceptable to the Department. [CSL] APPROVAL CONDITIONAL UPON: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] 2. The staff of the facility must be separate and distinct from staff of other entities. [HSP] 3. The signage must clearly denote the facility is separate and distinct from other adjacent entities. [HSP] 4. The entrance to the facility must not disrupt any other entity's clinical program space. [HSP] 5. The clinical space must be used exclusively for the approved purpose. [HSP] 6. The submission of Final Construction Documents, signed and sealed by the project architect, as described in BAEFP Drawing Submission Guidelines DSG-05, prior to the applicant’s start of construction. [AER] 7. The applicant shall start construction on or before 12/01/14 and complete construction by 12/31/15 upon the filing of Final Construction Documents in accordance with 10 NYCRR section 710.7. In accordance with 10 NYCRR Part 710.2(b)(5), if construction is not started on or before the start date, this shall constitute abandonment of the approval. In accordance with 10 NYCRR Part 710.10(a), this approval shall be deemed cancelled, withdrawn and annulled without further action by the Commissioner. [AER] Documentation submitted to satisfy the above-referenced contingencies (4 copies) should be submitted within sixty (60) days to: Barbara DelCogliano Director Bureau of Project Management NYS Department of Health Empire State Plaza Corning Tower, Room 1842 Albany, New York 12237 Public Health and Health Planning Council Project # 132356-E KPRH IV Operations, LLC Program: Purpose: Residential Health Care Facility Establishment County: Kings Acknowledged: December 30, 2013 Executive Summary Description KPRH IV Operations, LLC, is requesting to become the new operator of Flushing Manor Care Center, an existing proprietary business corporation and a 278-bed Residential Health Care Facility (RHCF) located at 139-66 35th Avenue in Flushing, and to decertify 10 RHCF beds, resulting in a total of 268 remaining RHCF beds. Ownership of the facility operation before and after the requested change is as follows: Current Flushing Manor Care Center, Inc. Percentages Name Michael Benenson 17.3% Sharon Sydney Benenson 17.3% Amy Benenson 17.3% Blanche Benenson 17.3% Esther Benenson 30.8% Proposed KPRHIV Operations, LLC Name Percentages Cheskel Berkowitz 23.34% Sheya Landa 20.00% David Rubenstein 16.66% Gabrielle Philipson 15.00% Leah Freidman 10.00% Rochel David 10.00% Bent Philipson 5.00% CON 132355, CON 132349 and CON 132352 went to the Public Health and Health Planning Council on June 12, 2014, for approval, and are also under the Omnibus Sale Agreement which also includes this application, as well as the sale and acquisition of the Queens-Long Island Certified Home Health Agency (CHHA). The CHHA will go before the Public Health and Health Planning Council at a later date since it is in the process of receiving its operating certificate. DOH Recommendation Contingent Approval Need Summary KPRH IV Operations, LLC, seeks approval to be established as the operator of Flushing Manor Care Center, Inc. Flushing Manor Care Center is a 278-bed Article 28 residential health care facility (RHCF) located at 139-66 35th Avenue, Flushing, 11354, in Queens County. The facility also seeks approval to reduce its RHCF certified bed capacity by 10 beds, resulting in a 268-bed facility. Program Summary No negative information has been received concerning the character and competence of the proposed applicants identified as new members. No changes in the program or physical environment are proposed in this application. No administrative services or consulting agreements are proposed in this application. The facility is in compliance with CMS 2013 sprinkler mandates. Financial Summary There are no project costs associated with this application. Budget: Project #132356-E Exhibit Page 1 Revenues: Expenses: Gain: $24,657,843 24,195,341 $ 462,502 Subject to noted contingencies, it appears that the applicant has demonstrated the capability to proceed in a financially feasible manner. Project #132356-E Exhibit Page 2 Recommendations Health Systems Agency There will be no HSA recommendation for this project. Office of Health Systems Management Approval contingent upon: 1. Submission of a commitment signed by the applicant which indicates that, within two years from the date of the council approval, the percentage of all admissions who are Medicaid and Medicare/Medicaid eligible at the time of admission will be at least 75 percent of the planning area average of all Medicaid and Medicare/Medicaid admissions, subject to possible adjustment based on factors such as the number of Medicaid patient days, the facility’s case mix, the length of time before private paying patients became Medicaid eligible, and the financial impact on the facility due to an increase in Medicaid admissions. [RNR] 2. Submission of a plan to continue to enhance access to Medicaid residents. At a minimum, the plan should include, but not necessarily be limited to, ways in which the facility will:  Reach out to hospital discharge planners to make them aware of the facility’s Medicaid Access Program;  Communicate with local hospital discharge planners on a regular basis regarding bed availability at the nursing facility; and  Identify community resources that serve the low-income and frail elderly population who may eventually use the nursing facility, and inform them about the facility’s Medicaid Access policy. [RNR] 3. Submission of an annual report, for two years, to the DOH demonstrating substantial progress with the implement of the plan. The plan should include but not be limited to:  Information on activities relating to a-c above;  Documentation pertaining to the number of referrals and the number of Medicaid admissions; and  Other factors as determined by the applicant to be pertinent. The DOH reserves the right to require continued reporting beyond the two year period. [RNR] 4. Submission and programmatic approval of an acceptable name for the facility. [LTC] 5. Submission and programmatic approval of the floor plans showing the beds to be decertified. [LTC] 6. Submission of an executed building lease acceptable to the Department of Health. [BFA] 7. Submission of a commitment for a permanent mortgage for the project to be provided from a recognized lending institution at a prevailing rate of interest that is determined to be acceptable by the Department of Health. Included with the submitted permanent mortgage commitment must be a sources and uses statement and debt amortization schedule, for both new and refinanced debt. [BFA] 8. Submission of an executed working capital loan acceptable to the Department of Health. [BFA] 9. Submission of a photocopy of an executed facility lease agreement, acceptable to the Department. [CSL] Approval conditional upon: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Council Action Date October 2, 2014 Project #132356-E Exhibit Page 3 Need Analysis Background The applicant proposes to decertify ten beds upon approval of this application by the Public Health and Health Planning Council, as shown in the following table: Flushing Manor Care Center RHCF Beds Total Current 278 278 Proposed Action (10) (10) Upon Completion 268 268 Flushing Manor Care Center’s utilization was 82.6% in 2010, 78.0% in 2011, and 81.2% in 2012. During the month of August, utilization at this facility increased to 96.5% when calculated using a bed count of 268. The proposed operator also noted that the same types of post-acute rehabilitation, bariatric, multiple sclerosis, and other programs that have been implemented to successfully turn around many of its other RHCFs will also be provided at Flushing Manor Care Center upon approval of this application. Reducing the facility’s bed capacity will also result in the region’s utilization moving closer to the Department’s planning optimum. Analysis There is currently a need for 8,663 beds in the New York City Region as indicated in Table 1 below. However, the average occupancy for the New York City Region is 94.8% as indicated in Table 2. Table 1: RHCF Need – New York City Region 2016 Projected Need Current Beds Beds Under Construction Total Resources Unmet Need 51,071 42,330 78 42,408 8,663 Table 2: Flushing Manor Care Center/Queens County/New York City Region Occupancy Facility/County/Region Flushing Manor Care Center Queens County New York City Region % Occupancy 2010 82.6% 94.7% 95.4% % Occupancy 2011 78.0% 94.4% 94.8% % Occupancy 2012 81.2% 94.0% 94.8% Flushing Manor Care Center’s utilization was 82.6% in 2010, 78.0% in 2011, and 81.2% in 2012. The applicant stated that utilization was low during this period primarily due to residents of Flushing Manor Nursing Home occupying a unit in Flushing Manor Care Center while multi-phase renovations to Flushing Manor Nursing Home were being performed under an approved Limited Review Application (AEP-6509). The relocation of patients occurred through an arrangement with the Metropolitan Area Regional Office and under the development of operational protocols. Once the Flushing Manor Nursing Home residents were returned to their facility, Flushing Manor Care Center began cosmetic renovations to its own facility on that same unit, which also prevented them from accepting residents. Access Regulations indicate that the Medicaid patient admissions standard shall be 75% of the annual percentage of all Medicaid admissions for the long term care planning area in which the applicant facility is located. Such planning area percentage shall not include residential health care facilities that have an average length of stay 30 days or fewer. If there are four or fewer residential health care facilities in the planning area, the applicable standard for a planning area shall be 75% of the planning area percentage of Medicaid admissions, or of the Health Systems Agency area Medicaid admissions percentage, whichever is less. In calculating such percentages, the Department will use the most current data which have been received and analyzed by the Department. Project #132356-E Exhibit Page 4 An applicant will be required to make appropriate adjustments in its admission policies and practices so that the proportion of its own annual Medicaid patient’s admissions is at least 75% of the planning area percentage or the Health Systems Agency percentage, whichever is applicable. Flushing Manor Care Center’s Medicaid admissions of 50.8% in 2011 and 48.3% in 2012 exceeded the Queens County 75% rates of 30.4% in 2011 and 29.7% in 2012. Conclusion Approval of this application will result in the maintenance of a necessary resource that provides services to both the Medicaid patient population and the community it serves. Recommendation From a need perspective, contingent approval is recommended. Program Analysis Facility Information Facility Name Address RHCF Capacity ADHC Program Capacity Type of Operator Class of Operator Operator Existing Flushing Manor Care Center Proposed TBD 139-62 35th Avenue Flushing, NY 11354 PFI: 1709 278 N/A Corporation Proprietary Flushing Manor Care Center Inc. Same 268 Same Limited Liability Company Proprietary KPRH IV Operations, LLC Members: Cheskel Berkowitz Sheya Landa David Rubinstein Gabrielle Philipson Leah Friedman Rochel David Bent Philipson Character and Competence - Background Facilities Reviewed Nursing Homes: Avalon Gardens Rehabilitation and Health Care Center Bay Park Center for Nursing and Rehabilitation Crown Center for Nursing and Rehabilitation Diamond Hill Nursing and Rehabilitation Center Little Neck Care Center Nassau Extended Care Facility Park Avenue Extended Care Facility Pathways Nursing and Rehabilitative Center (formerly Hilltop) Rosewood Rehabilitation and Nursing Center Project #132356-E Exhibit Page 5 23.34% 20.00% 16.66% 15.00% 10.00% 10.00% 5.00% 100.00% 09/2004 to present 12/2009 to present 08/2010 to present 08/2010 to present 04/2011 to present 09/2004 to present 09/2004 to present 08/2010 to present 08/2010 to present South Point Plaza Nursing and Rehabilitation Center (formerly Bayview Nursing and Rehabilitation Center) The Hamptons Center for Nursing Throgs Neck Extended Care Facility Townhouse Center for Rehabilitation & Nursing North Westchester Restorative Therapy & Nursing Center 09/2004 to present 07/2008 to present 09/2004 to present 09/2004 to present 12/2010 to 04/2011 Home Health Agency Pella Care, LLC 01/2005 to present Individual Background Review Cheskel Berkowitz is the president of HHCNY, Inc., a healthcare staffing company doing business as Staff Blue, located in Brooklyn NY. Mr. Berkowitz discloses the following health facility interests: North Westchester Restorative Therapy & Nursing Center Pella Care, LLC (Home Care) 12/2010 to 04/2011 01/2005 to present Sheya Landa is a licensed emergency medical technician in good standing in New York. He is employed part-time with the Richmond County Ambulance Service since 04/02/2014. Mr. Landa discloses no ownership interests in health care facilities. David Rubinstein lists current employment as an administrator with Garden State Health Care Administrators Inc, and as owner of United Health Administrators Inc. Both companies are in the insurance industry providing health insurance benefits. Mr. Rubenstein is also owner of Tristate Nursing Staffing LLC, which provides staffing. Mr. Rubinstein discloses no ownership interests in health care facilities. Gabrielle Philipson worked from 11/15/2009 to 04/07/2010 as an Administrative Assistant at Bay Park Center for Nursing & Rehabilitation. Ms. Philipson discloses no other employment. Ms. Philipson discloses no ownership interests in health care facilities. Leah (Zahler) Friedman is currently employed in human resources with Confidence Management Systems, in Linden NJ, since 1997. Ms. Friedman discloses no ownership interests in health care facilities. Rochel (Zahler) David is currently employed in human resources and payroll with Confidence Management Systems, in Linden NJ, since 1991. Ms. David discloses no ownership interests in health care facilities. Bent Philipson lists his employment, since 1996, as executive managing partner at Woodmere Rehabilitation and Health Care Center in Woodmere, NY. Mr. Philipson discloses the following health facility interests: Avalon Gardens Rehabilitation and Health Care Center Bay Park Center for Nursing and Rehabilitation Crown Center for Nursing and Rehabilitation Diamond Hill Nursing and Rehabilitation Center Little Neck Care Center Nassau Extended Care Facility Park Avenue Extended Care Facility Pathways Nursing and Rehabilitative Center Rosewood Rehabilitation and Nursing Center Project #132356-E Exhibit Page 6 05/2003 to present 12/2009 to present 08/2010 to present 08/2010 to present 04/2011 to present 07/2004 to present 07/2004 to present 08/2010 to present 08/2010 to present South Point Plaza Nursing and Rehabilitation Center (formerly Bayview Nursing and Rehabilitation Center) The Hamptons Center for Nursing Throgs Neck Extended Care Facility Townhouse Center for Rehabilitation & Nursing 04/2003 to present 07/2008 to present 07/2004 to present 07/2004 to present Character and Competence - Analysis No negative information has been received concerning the character and competence of the above applicants identified as new members. A review of Avalon Gardens Rehabilitation & Health Care Center, LLC for the period identified above reveals the following: • The facility was fined $2,000 pursuant to a Stipulation and Order NH-09-014 issued April 21, 2009 for surveillance findings on May 23, 2008. Deficiencies were found under 10 NYCRR 415.12(h)(1)&(2) – Quality of Care: Accidents • The facility was fined $4,000 pursuant to a Stipulation and Order NH-12-034 issued July 16, 2012 for surveillance findings on July 29, 2011. Deficiencies were found under 10 NYCRR 415.12 Quality of Care: Practicable Potential and 415.26 Administration. A review of operations for the Avalon Gardens Rehabilitation and Health Care Center for the period identified above, results in a conclusion of substantially consistent high level of care since there were no repeat enforcements. A review of Bay Park Center for Nursing and Rehabilitation for the period identified above reveals the following. • The facility was fined $4,000 pursuant to a Stipulation and Order NH-11-009 issued March 2, 2011 for surveillance findings on December 18, 2009. Deficiencies were found under 10 NYCRR 415.12 - Quality of Care: Highest Practicable Potential and 10 NYCRR 415.12(i)(1) - Quality of Care: Nutrition Status. • The facility was fined $18,000 pursuant to a Stipulation and Order NH-12-030 issued May 30, 2012 for surveillance findings on February 16, 2011. Multiple deficiencies were found under 10 NYCRR 415.4(b)(1)(i) - Free from Abuse; 10 NYCRR 415.4(b) - Development of Abuse Policies; 10 NYCRR 415.12(h)(2) - Quality of Care: Accidents; 10 NYCRR 415.12(i)(1) - Quality of Care: Nutrition; and 10 NYCRR 415.26(c)(1)(iv) - Nurse Aide Competency. A detailed review of the enforcements listed above for Bay Park Center for Nursing and Rehabilitation leads to a determination that there was no incident of repeat enforcements. Thus, a review of operations for Bay Park Center for Nursing and Rehabilitation for the period identified above results in a conclusion of substantially consistent high level of care. A review of Crown Center for Nursing and Rehabilitation for the period identified above reveals the following.  The facility was fined $28,000 pursuant to a Stipulation and Order NH-12-035 issued August 24, 2012 for surveillance findings on April 4, 2011 and February 17, 2011. Deficiencies were found under 10 NYCRR 415.12 - Quality of Care: Highest Practicable Potential; 10 NYCRR 415.12 Quality of Care: Highest Practicable Potential; 10 NYCRR 415.12(c) - Quality of Care: Pressure Sores; 10 NYCRR 415.26(a)(1) – Administration; 10 NYCRR 415.26(b)(3)(4) - Governing Body; 10 NYCRR 415.15(a)(1)(2)(4) - Medical Director; and 10 NYCRR 415.27(a)(c)(3)(i,ii,iv,v)(4) Quality Assurance. A review of operations for the Crown Center for Nursing and Rehabilitation for the period identified above, results in a conclusion of substantially consistent high level of care since there were no repeat enforcements. Project #132356-E Exhibit Page 7 A review of operations for Nassau Extended Care Facility for the time period indicated above reveals that the facility was fined $6,000 pursuant to a Stipulation and Order issued August 29, 2014 for surveillance findings on August 24, 2011. Deficiencies were found under 10NYCRR 415.4(b) Prohibit Abuse/Neglect/Mistreatment, 415.5(a) Dignity and 415.26 Administration. A review of South Point Plaza Nursing and Rehabilitation Center for the period identified above reveals the following.  The facility was fined $7,000 pursuant to a Stipulation and Order NH-05-050 issued September 29, 2005 for surveillance findings on November 16, 2004. Deficiencies were found under 10 NYCRR 415.5(h)(2) - Quality of Care: Environment; 10 NYCRR 415.12 - Quality of Care; 10 NYCRR 415.12(c)(1) - Quality of Care: Pressure Sores; and 10 NYCRR 415.12(h)(2) - Quality of Care: Accidents.  The facility was fined $2,000 pursuant to a Stipulation and Order NH-07-046 issued June 13, 2007 for surveillance findings on December 2, 2005. Deficiencies were found under 10 NYCRR 415.11(c)(3) - Comprehensive Care Plans.  The facility was fined $10,000 pursuant to a Stipulation and Order NH-11-065 issued December 16, 2011 for surveillance findings on December 7, 2010. Deficiencies were found under 10 NYCRR 415.12(c)(1) - Quality of Care: Pressure Sores. A detailed review of the enforcements listed above for South Point Plaza Nursing and Rehabilitation Center formerly known as Bayview Nursing and Rehabilitation leads to a determination that there was no incident of repeat enforcements. Thus, a review of operations for South Point Plaza Nursing and Rehabilitation Center for the period identified above results in a conclusion of substantially consistent high level of care. A review of The Hamptons Center for Rehabilitation and Nursing for the period identified above reveals the following.  The facility was fined $4,000 pursuant to a Stipulation and Order NH-10-065 issued December 6, 2010 for surveillance findings on September 16, 2009. Deficiencies were found under 10 NYCRR 415.12(h)(1)(2) Quality of Care: Accidents & Supervision and 415.26 Administration.  The facility was fined $10,000 pursuant to Stipulation and Order NH-11-031 issued May 24, 2011 for surveillance findings on July 30, 2010. Deficiencies were found under 10 NYCRR 415.12 - Provide Care/Services for Highest Well Being. A review of operations for The Hamptons Center for Rehabilitation and Nursing results in a conclusion of substantially consistent high level of care since there were no repeat enforcements. A review of operations for Diamond Hill Nursing and Rehabilitation Center, Little Neck Care Center, Park Avenue Extended Care Facility, Pathways Nursing and Rehabilitative Center – Hilltop, Rosewood Rehabilitation and Nursing Center, Throgs Neck Extended Care Facility, North Westchester Restorative Therapy & Nursing Center, and Townhouse Center for Rehabilitation & Nursing for the periods identified above, results in a conclusion of substantially consistent high level of care since there were no enforcements. A review of operations for Pella Care, LLC (Home Care) for the period identified above, results in a conclusion of substantially consistent high level of care since there were no enforcements. Project Review No changes in the program or physical environment are proposed in this application. The facility is in compliance with CMS 2013 sprinkler mandates. Recommendation From a programmatic perspective, contingent approval is recommended. Project #132356-E Exhibit Page 8 Financial Analysis Asset Purchase Agreement The change in ownership will be effectuated in accordance with an executed asset purchase and sale agreement, the terms of which are summarized below: Date: Seller: Purchaser : Purchased Assets: Excluded Assets: Assumed Liabilities: Purchase Price: Payment of Purchase Price: August 21, 2013 Flushing Manor Care Center, Inc. Kennedy Pavilion RH IV, LLC All assets used in operation of the facility. Facilities; equipment; supplies and inventory; prepaid expenses; documents and records; assignable leases, contracts, licenses and permits; telephone numbers, fax numbers and all logos; resident trust funds; deposits; accounts and notes receivable; cash, deposits and cash equivalents. Any security, vendor, utility or other deposits with any Governmental Entity; any refunds, debtor claims, third-party retroactive adjustments and related documents prior to closing, and personal property of residents. Those associated with purchased assets $3,708,000 for the operating interest. $711,600 has been paid in cash and put into escrow with the balance of $2,996,400 to be paid at closing. Kennedy Pavilion RH IV, LLC will be renamed KPRH IV Operations, LLC. The proposed members have submitted an original affidavit, which is acceptable to the Department, in which the applicant agrees, notwithstanding any agreement, arrangement or understanding between the applicant and the transferor to the contrary, to be liable and responsible for any Medicaid overpayments made to the facility and/or surcharges, assessments or fees due from the transferor pursuant to Article 28 of the Public Health Law with respect to the period of time prior to the applicant acquiring interest, without releasing the transferor of its liability and responsibility. Omnibus Sale Agreement An Omnibus Sale Agreement has been executed between the sellers: Flushing Manor Geriatric Center, Inc. d/b/a William O. Benenson Rehabilitation Center, Flushing Manor Dialysis Center, LLC, FMNH, LLC d/b/a Flushing Manor Nursing and Rehabilitation Center, Flushing Manor Care Center, Inc. and QueensLong Island Certified Home Health Agency, LLC and the buyers: Kennedy Pavilion RH I, LLC, Kennedy Pavilion RH II, LLC, Kennedy Pavilion RH III, LLC, KPRH IV Operations LLC and Kennedy CHHA, LLC whereas each Operating Asset Purchase Agreement and Real Estate Purchase Agreement shall simultaneously close upon receipt of the Buyer of all necessary regulatory approvals and other closing conditions. The aggregate purchase price is $117,000,000 with the operational assets totaling $28,457,400. Lease Agreement Facility occupancy is subject to a draft lease agreement, the terms of which are summarized as follows: Premises: Landlord: Tenant: Terms: Rental: Provisions: RHCF located at 139-66 35th Avenue, Flushing, NY KPRH IV Realty, LLC KPRH IV Operations, LLC 26 years commencing on the execution of the lease with a ten year option to renew. Annual rent is equal to the Landlord’s annual HUD debt service payment, HUD mortgage insurance premiums, real property taxes and property and liability insurance. Tenant is responsible for general liability insurance, utilities and maintenance Project #132356-E Exhibit Page 9 The existing lease was assigned and assumed to KPRH IV Realty, LLC from 13962 Realty, LLC, on December 18, 2013. The lease arrangement is a non-arm’s length agreement. The applicant has submitted an affidavit attesting to the relationship between the landlord and the operating entity. Operating Budget Following is a summary of the submitted operating budget, presented in 2014 dollars, for the first year subsequent to change in ownership: Revenues: Medicaid Medicare Private Pay/Other Assessment Total RHCF $16,295,432 3,554,700 3,818,100 989,611 $24,657,843 Expenses: Operating Capital Total $21,114,243 3,081,098 $24,195,341 Net Income Total Patient Days       $462,502 96,400 Medicaid capital component includes lease rental payment. Medicare and private pay revenues are based on current payment rates. Medicaid rates are based on 2014 Medicaid pricing rates adjusted for CMI increases and elimination of the transition adjustment. Overall utilization is projected at 98.5% based on 268 beds. Utilization by payor source is anticipated as follows: Medicaid 82.0% Medicare 6.0% Private/Other 12.0% Breakeven utilization is projected at 96.7%. Capability and Feasibility There are no project costs associated with this application. The total purchase price for the operations is $3,708,000 will be paid by $711,600 of the proposed members’ equity and the remaining $2,966,400 will be financed through a mortgage with 4.5% interest rate over a 30 year amortization. A bank letter of interest from Greystone Funding Corporation has been submitted by the applicant. Working capital requirements are estimated at $4,032,557 based on two months’ of first year expenses and will be satisfied from a $655,347 bank loan over 5 years at 6% interest and the facility’s existing cash and receivables and additional members’ equity. Net cash and receivables ($1,992,421) minus accounts payable ($1,309,834) was $682,587 at December 31, 2013, resulting in a need for additional equity of $2,694,623 from the proposed members. A bank letter of interest from Greystone Funding Corporation has been submitted by the applicant. An affidavit from proposed applicant member, Bent Philipson, states that he is willing to contribute resources disproportionate to his ownership percentage. Review of BFA Attachment B, net worth of proposed members, reveals sufficient resources to satisfy the working capital requirements for the RHCF change in ownership. Project #132356-E Exhibit Page 10 The submitted budget indicates that a net income of $462,502 would be maintained during the first year following change in ownership. As of August 31, 2014, the facility has an occupancy level of 96.5% utilizing 268-beds based on the 10 RHCF bed decertification. The first year budget is based on the current occupancy levels and payor mix between the third party payors. BFA Attachment C presents the pro-forma balance sheet of KPRH IV Operations, LLC. As shown, the facility will initiate operation with $3,497,738 members’ equity. It is noted that assets include $3,708,000 in goodwill, which is not an available liquid resource, nor is it recognized for Medicaid reimbursement purposes. Thus, members’ equity would be negative $2,311,053. The budget appears reasonable. Staff notes that with the expected 2014 implementation of managed care for nursing home residents, Medicaid reimbursement is expected to change from a state-wide price with a cost-based capital component payment methodology to a negotiated reimbursement methodology. Facility payments will be the result of negotiations between the managed long term care plans and the facility. At this point in time it cannot be determined what financial impact this change in reimbursement methodology will have on this project. Review of BFA Attachment D, financial summary of Flushing Manor Care Center, shows positive net equity for the period shown and positive working capital and net equity for 2011-2013. The facility has experienced an ongoing net loss from operations for the period shown. The net losses from 2011 to 2013 were due to operational inefficiencies and low utilization in which the RHCF has currently turned around as of August 31, 2014 with an overall utilization of 96.5%. The proposed members will take the following necessary steps to achieve further financial viability:  Reduction of staff without interruption of patient services.  Renegotiating current purchasing contracts.  Increasing the case mix of the residents by working with area hospitals and placement staff. Review of BFA Attachment E, financial summaries of proposed members’ affiliated facilities, shows the thirteen RHCFs had current positive net income for the period shown with the following exceptions: Bayview Nursing had an operational loss due to Hurricane Sandy and Diamond Hill Nursing has a net loss due to operational inefficiencies which are being corrected by management to reach positive margins. Based on the preceding and subject to noted contingencies, it appears that the applicant has demonstrated the capability to proceed in a financially feasible manner; and approval is recommended. Recommendation From a financial perspective, contingent approval is recommended. Attachments BFA Attachment A BFA Attachment B BFA Attachment C BFA Attachment D BFA Attachment E BNHLC Attachment A Organizational Chart Net Worth of Proposed Members Pro-forma Balance Sheet, KPRH IV Operations, LLC Financial Summary, Flushing Manor Care Center, 2011- 2013 Financial Summary of proposed members affiliated Nursing Homes Quality Measures and Inspection Reports Project #132356-E Exhibit Page 11 RESOLUTION RESOLVED, that the Public Health and Health Planning Council, pursuant to the provisions of Section 2801-a of the Public Health Law, on this 2nd day of October, 2014, having considered any advice offered by the Regional Health Systems Agency, the staff of the New York State Department of Health, and the Establishment and Project Review Committee of this Council and after due deliberation, hereby proposes to approve the following application to establish KPRH IV Operations, LLC to become the new operator of Flushing Manor Care Center, an existing proprietary 278-bed RHCF located at 139-66 35th Avenue in Flushing, and decertify 10 RHCF beds, resulting in a total of 268 RHCF beds, and with the contingencies, if any, as set forth below and providing that each applicant fulfills the contingencies and conditions, if any, specified with reference to the application, and be it further RESOLVED, that upon fulfillment by the applicant of the conditions and contingencies specified for the application in a manner satisfactory to the Public Health and Health Planning Council and the New York State Department of Health, the Secretary of the Council is hereby authorized to issue the approval of the Council of the application, and be it further RESOLVED, that any approval of this application is not to be construed as in any manner releasing or relieving any transferor (of any interest in the facility that is the subject of the application) of responsibility and liability for any Medicaid (Medicaid Assistance Program -Title XIX of the Social Security Act) or other State fund overpayments made to the facility covering the period during which any such transferor was an operator of the facility, regardless of whether the applicant or any other entity or individual is also responsible and liable for such overpayments, and the State of New York shall continue to hold any such transferor responsible and liable for any such overpayments, and be it further RESOLVED, that upon the failure, neglect or refusal of the applicant to submit documentation or information in order to satisfy a contingency specified with reference to the application, within the stated time frame, the application will be deemed abandoned or withdrawn by the applicant without the need for further action by the Council, and be it further RESOLVED, that upon submission of documentation or information to satisfy a contingency specified with reference to the application, within the stated time frame, which documentation or information is not deemed sufficient by Department of Health staff, to satisfy the contingency, the application shall be returned to the Council for whatever action the Council deems appropriate. NUMBER: FACILITY/APPLICANT: 132356 E KPRH IV Operations, LLC APPROVAL CONTINGENT UPON: 1. Submission of a commitment signed by the applicant which indicates that, within two years from the date of the council approval, the percentage of all admissions who are Medicaid and Medicare/Medicaid eligible at the time of admission will be at least 75 percent of the planning area average of all Medicaid and Medicare/Medicaid admissions, subject to possible adjustment based on factors such as the number of Medicaid patient days, the facility’s case mix, the length of time before private paying patients became Medicaid eligible, and the financial impact on the facility due to an increase in Medicaid admissions. [RNR] 2. Submission of a plan to continue to enhance access to Medicaid residents. At a minimum, the plan should include, but not necessarily be limited to, ways in which the facility will: • Reach out to hospital discharge planners to make them aware of the facility’s Medicaid Access Program; • Communicate with local hospital discharge planners on a regular basis regarding bed availability at the nursing facility; and • Identify community resources that serve the low-income and frail elderly population who may eventually use the nursing facility, and inform them about the facility’s Medicaid Access policy. [RNR] 3. Submission of an annual report, for two years, to the DOH demonstrating substantial progress with the implement of the plan. The plan should include but not be limited to: • Information on activities relating to a-c above; • Documentation pertaining to the number of referrals and the number of Medicaid admissions; and • Other factors as determined by the applicant to be pertinent. The DOH reserves the right to require continued reporting beyond the two year period. [RNR] 4. Submission and programmatic approval of an acceptable name for the facility. [LTC] 5. Submission and programmatic approval of the floor plans showing the beds to be decertified. [LTC] 6. Submission of an executed building lease acceptable to the Department of Health. [BFA] 7. Submission of a commitment for a permanent mortgage for the project to be provided from a recognized lending institution at a prevailing rate of interest that is determined to be acceptable by the Department of Health. Included with the submitted permanent mortgage commitment must be a sources and uses statement and debt amortization schedule, for both new and refinanced debt. [BFA] 8. Submission of an executed working capital loan acceptable to the Department of Health. [BFA] 9. Submission of a photocopy of an executed facility lease agreement, acceptable to the Department. [CSL] APPROVAL CONDITIONAL UPON: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] Documentation submitted to satisfy the above-referenced contingencies (4 copies) should be submitted within sixty (60) days to: Barbara DelCogliano Director Bureau of Project Management NYS Department of Health Empire State Plaza Corning Tower, Room 1842 Albany, New York 12237 Public Health and Health Planning Council Project # 141215-E Dunkirk Operating, LLC d/b/a Chautauqua Nursing and Rehabilitation Center Program: Purpose: Residential Health Care Facility Establishment County: Chautauqua Acknowledged: May 15, 2014 Executive Summary Description Dunkirk Operating, LLC, a recently formed New York for-profit entity, is seeking approval to be established as the new operator of Chautauqua County Home, an existing 216-bed public residential health care facility (RHCF) located at 10836 Temple Road, Dunkirk. Upon CON approval the facility’s name will be Chautauqua Nursing and Rehabilitation Center. A separate realty entity, Dunkirk Realty Holdings, LLC, will acquire the facility’s real property. Ownership of the operations before and after the requested change is as follows: Current Operator: County of Chautauqua Proposed Operator Dunkirk Operating, LLC Anthony Bacchi Bernadette Brinsko * Shannon Cayea* Isaac Hersh Deena Hersh Edward Farbenblum* Martin Farbenblum Ownership 100.00% Ownership 23.34% 2.00% 3.00% 25.33% 21.00% 20.33% 5.00% * Existing members of Dunkirk Operating, LLC. The remaining individuals will purchase membership interest in Dunkirk Operations, LLC via a subscription agreement at $42,857 per unit, or approximately $3,199,713, broken down as follows: Anthony Bacchi $999,854; Isaac Hersh $1,085,577; Deena Hersh $899,997; and Martin Farbenblum $214,285. Need Summary Chautauqua County Home’s utilization was 97.6% in 2010, 97.5% in 2011, and 98.3% in 2012. Current utilization, as of June 25, 2014, was 98.6%, which exceeds the County’s overall utilization rate and the Department’s 97% planning optimum.. Program Summary No negative information has been received concerning the character and competence of the proposed applicants identified as new members. No changes in the program or physical environment are proposed in this application. No administrative services or consulting agreements are proposed in this application. Financial Summary The aggregate purchase price for the real property and operating assets is $16,000,000 which is being allocated to the real property. Project funding will be as follows: the members of Dunkirk Operating, LLC who are subject to the subscription agreement will provide $3,199,713 in equity, and Dunkirk Realty Holdings, LLC members will provide $2,300,287 in equity, of which $1,600,000 has already been paid. The $10,500,000 balance will be funded through a five year self-amortizing loan at 5.5%. A letter of interest for the loan has been provided by First Niagara Bank. DOH Recommendation Contingent Approval Project #141215-B Exhibit Page 1 There are no project costs associated with this proposal. Budget: Revenues: Expenses: Gain: Subject to the above noted contingencies, it appears that the applicant has demonstrated the capability to proceed in a financially feasible manner. $19,718,345 $18,986,028 $732,317 Project #141215-B Exhibit Page 2 Recommendations Health Systems Agency There will be no HSA recommendation for this project. Office of Health Systems Management Approval contingent upon: 1. The submission of a commitment signed by the applicant which indicates that, within two years from the date of the council approval, the percentage of all admissions who are Medicaid and Medicare/Medicaid eligible at the time of admission will be at least 75 percent of the planning area average of all Medicaid and Medicare/Medicaid admissions, subject to possible adjustment based on factors such as the number of Medicaid patient days, the facility’s case mix, the length of time before private paying patients became Medicaid eligible, and the financial impact on the facility due to an increase in Medicaid admissions. [RNR] 2. Submission of a plan to continue to enhance access to Medicaid residents. At a minimum, the plan should include, but not necessarily be limited to, ways in which the facility will:  Reach out to hospital discharge planners to make them aware of the facility’s Medicaid Access Program;  Communicate with local hospital discharge planners on a regular basis regarding bed availability at the nursing facility;  Identify community resources that serve the low-income and frail elderly population who may eventually use the nursing facility, and inform them about the facility’s Medicaid Access policy; and  Submit an annual report for two years to the DOH, which demonstrates substantial progress with the implement of the plan. The plan should include but not be limited to: o Information on activities relating to a-c above; o Documentation pertaining to the number of referrals and the number of Medicaid admissions; and o Other factors as determined by the applicant to be pertinent. The DOH reserves the right to require continued reporting beyond the two year period. [RNR] 3. Submission of commitment for a real property loan acceptable to the Department of Health. [BFA] 4. Submission of an executed building lease acceptable to the Department of Health. [BFA] 5. Submission of the executed Amended and Restated Articles of Dunkirk Operating, LLC, acceptable to the Department. [CSL] 6. Submission of the amended Operating Agreement of Dunkirk Operating, LLC, acceptable to the Department. [CSL] 7. Submission of an executed lease agreement between Dunkirk Realty Holdings, LLC and the applicant, acceptable to the Department. [CSL] Approval conditional upon: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] 2. Certification that the facility is in full compliance with the CMS 2013 sprinkler mandate at the time of closing. [LTC] Council Action Date October 2, 2014 Project #141215-B Exhibit Page 3 Need Analysis Background Dunkirk Operating, LLC seeks approval to become the established operator of Chautauqua County Home, a 216-bed Article 28 residential health care facility, located at 10836 Temple Road, Dunkirk, 14048, in Chautauqua County. Upon approval of this application, Chautauqua County Home will be Chautauqua Nursing and Rehabilitation Center.   Analysis There is currently a surplus of 213 beds in Chautauqua County as indicated in Table 1 below. The overall occupancy for Chautauqua County is 92.1% for 2012 as indicated in Table 2. Table 1: RHCF Need – Chautauqua County 2016 Projected Need Current Beds Beds Under Construction Total Resources Unmet Need 831 1,044 0 1,044 -213 Chautauqua County Home’s utilization was 97.6% in 2010, 97.5% in 2011, and 98.3% in 2012. Chautauqua County Home has continually exceeded both the Department’s 97% optimum utilization rate and the County’s overall occupancy rates. Table 2: Chautauqua County Home / Chautauqua County Occupancy Facility/County Chautauqua County Home Chautauqua County % Occupancy 2010 97.6% 93.7% % Occupancy 2011 97.5% 94.0% % Occupancy 2012 98.3% 92.1% Access Regulations indicate that the Medicaid patient admissions standard shall be 75% of the annual percentage of all Medicaid admissions for the long term care planning area in which the applicant facility is located. Such planning area percentage shall not include residential health care facilities that have an average length of stay 30 days or fewer. If there are four or fewer residential health care facilities in the planning area, the applicable standard for a planning area shall be 75% of the planning area percentage of Medicaid admissions, or of the Health Systems Agency area Medicaid admissions percentage, whichever is less. In calculating such percentages, the Department will use the most current data which have been received and analyzed by the Department. An applicant will be required to make appropriate adjustments in its admission policies and practices so that the proportion of its own annual Medicaid patient’s admissions is at least 75% of the planning area percentage or the Health Systems Agency percentage, whichever is applicable. Chautauqua County Home’s Medicaid admissions of 17.0% in 2011 and 19.0% in 2012 exceeded the Chautauqua County 75% rates of 10.9% in 2011 and 12.3% in 2012. Conclusion Approval of this application will result in the maintenance of a necessary community resource that provides needed services to county residents and the Medicaid population.    Recommendation From a need perspective, contingent approval is recommended. Project #141215-B Exhibit Page 4 Program Analysis Facility Information Facility Name Existing Chautauqua County Home Proposed Chautauqua Nursing and Rehabilitation Center Same Address 10836 Temple Road Dunkirk, NY. 14048 RHCF Capacity ADHC Program Capacity Type of Operator Class of Operator 216 N/A County Public Same N/A Proprietary Limited Liability Company Operator County of Chautauqua Dunkirk Operating, LLC Character and Competence - Background Facilities Reviewed Nursing Homes Avalon Gardens Rehabilitation and Health Care Center Bay Park Center for Nursing and Rehabilitation Eastchester Rehabilitation and Health Care Center Fort Tryon Center for Nursing Franklin Center for Rehabilitation and Nursing Golden Gate Rehabilitation and Health Care Center Golden Hill Nursing and Rehabilitation Center Nassau Extended Care Facility Nathan Miller Center for Nursing (closed) Park Avenue Extended Care Facility South Point Plaza Nursing and Rehabilitation Center (formerly Bayview Nursing and Rehabilitation Center) Split Rock Rehabilitation and Health Care Center Spring Creek Rehabilitation and Nursing Care Center Susquehanna Nursing and Rehabilitation Center The Hamptons Center for Rehabilitation and Nursing Throgs Neck Extended Care Facility Townhouse Extended Care Center White Plains Center for Nursing Woodmere Rehab and Health Care Center, Inc. Project #141215-B Exhibit Page 5 Managing Member: Edward Farbenblum 20.33% Members: Isaac Hersh Anthony Bacchi Deena Hersh Martin Farbenblum Shannon Cayea Bernadette Brinsko 25.33% 23.33% 21.00% 5.00% 3.00% 2.00% 09/2004 to present 01/2005 to present 09/2004 to present 09/2004 to 01/2009 09/2004 to 12/2009 09/2004 to present 10/2012 to present 09/2004 to present 09/2004 to 12/2009 09/2004 to present 09/2004 to present 09/2004 to 12/2009 01/2009 to present 02/2005 to present 09/2007 to present 09/2004 to present 09/2004 to present 09/2004 to present 09/2004 to present Diagnostic and Treatment Center Privilege Care Diagnostic and Treatment Center Woodmere Dialysis, LLC 04/2008 to present 09/2004 to present Individual Background Review Edward Farbenblum is the Vice President of the Pinetree Group, Inc., a real estate agency located in New York, New York. Mr. Farbenblum discloses the following ownership interests: Golden Hill Nursing and Rehabilitation Center Nassau Extended Care Facility The Hamptons Center for Rehabilitation and Nursing Park Avenue Extended Care Facility Susquehanna Nursing and Rehabilitation Center Townhouse Extended Care Center Privilege Care Diagnostic and Treatment Center 10/2012 to present 07/2004 to present 10/2007 to present 07/2004 to present 02/2005 to present 07/2004 to present 04/2008 to present Isaac Hersh lists his employment as Assistant Administrator of Woodmere Rehab and Healthcare Center, Inc. since March 2013. Previously, he was the Medicaid Coordinator of New Surfside Nursing Home. Mr. Hersh discloses the following ownership interests: Fort Tryon Center for Nursing Franklin Center for Rehabilitation and Nursing 2003 to 01/2009 2003 to 12/2009 Anthony Bacchi lists himself as a Partner in Magna Enterprises, LLC, a real estate investment firm located in Roslyn, New York since 1999. Dr. Bacchi holds a New York State physician license, currently in good standing. Dr. Bacchi discloses the following ownership interests in health facilities: Avalon Gardens Rehabilitation and Health Care Center Bay Park Center for Nursing and Rehabilitation South Point Plaza Nursing and Rehabilitation Center (formerly Bayview Nursing and Rehabilitation Center) Eastchester Rehabilitation and Health Care Center Fort Tryon Center for Rehabilitation & Nursing Golden Gate Rehabilitation and Health Care Center Golden Hill Nursing and Rehabilitation Center Nassau Extended Care Facility Nathan Miller Center for Nursing (closed) Franklin Center for Rehabilitation & Nursing Park Avenue Extended Care Facility Split Rock Rehabilitation and Health Care Center Susquehanna Nursing & Rehabilitation The Hamptons Center for Rehabilitation and Nursing Throgs Neck Extended Care Facility Townhouse Extended Care Center White Plains Center for Nursing 05/2003 to present 07/2007 to present 04/2003 to present 09/2002 to present 11/2002 to 1/2009 06/2002 to present 10/2012 to present 07/2004 to present 11/2004 to 12/2009 11/2002 to 12/2009 07/2004 to present 09/2002 to 01/2009 02/2005 to present 09/2007 to present 07/2004 to present 07/2004 to present 11/2004 to present Deena Hersh discloses no employment history and discloses no ownership interests in health facilities. Martin Farbenblum is a New York State licensed Physician Assistant, and is considered to be in good standing. He is employed as a Managing Partner of Magna Enterprises, LLC since 1999. Mr. Farbenblum was involved in a civil suit in 2012, in regards to a non-healthcare business investment, which was settled in August 2012 with minimal considerations. Martin Farbenblum discloses the following ownership interests in health facilities: Project #141215-B Exhibit Page 6 Avalon Gardens Rehabilitation & HCC Bay Park Center for Nursing and Rehabilitation South Point Plaza Nursing and Rehabilitation Center (formerly Bayview Nursing and Rehabilitation Center) Eastchester Rehabilitation and Health Care Center Fort Tryon Center for Rehabilitation & Nursing Golden Gate Rehabilitation and Health Care Center Golden Hill Nursing and Rehabilitation Center Nassau Extended Care Facility Nathan Miller Center for Nursing (closed) Franklin Center for Rehabilitation & Nursing Park Avenue Extended Care Facility Split Rock Rehabilitation and Health Care Center Susquehanna Nursing & Rehabilitation Throgs Neck Extended Care Facility Townhouse Extended Care Center White Plains Center for Nursing Spring Creek Rehabilitation and Nursing Care Center Woodmere Rehab and Health Care Center, Inc. Woodmere Dialysis, LLC 2003 to present 01/2005 to present 2003 to present 1997 to present 2003 to 01/2009 2001 to present 01/2013 to present 01/2004 to present 01/2004 to 12/2009 01/2003 to 12/2009 01/2004 to present 2002 to 12/2009 01/2005 to present 01/2004 to present 01/2004 to present 01/2004 to present 01/2009 to present 1996 to present 1996 to present Shannon Cayea is a licensed nursing home administrator in New York State and is considered to be in good standing. She lists her employment as the Administrator of Record at the Susquehanna Nursing and Rehabilitation Center. Ms. Cayea discloses no ownership interests in health facilities. Bernadette Brinsko lists her employment as the controller at the Susquehanna Nursing and Rehabilitation Center. Ms. Brinsko discloses no ownership interests in health facilities. Character and Competence – Analysis No negative information has been received concerning the character and competence of the applicants. A review of Avalon Gardens Rehabilitation and Health Care Center for the time period indicated above reveals:  the facility was fined $2,000 pursuant to a Stipulation and Order issued April 21, 2009 for surveillance findings on May 23, 2008. Deficiencies were found under 10 NYCRR 415.12(h)(1)&(2) - Quality of Care: Accidents.  the facility was also fined $4,000 pursuant to a Stipulation and Order issued July 16, 2012 for surveillance findings on July 29, 2011. Multiple deficiencies were found under 10 NYCRR 415.12 - Quality of Care: Practical Potential and 10 NYCRR 415.26 - Administration. A review of operations for the Avalon Gardens Rehabilitation and Health Care Center for the period identified above, results in a conclusion of substantially consistent high level of care since there were no repeat enforcements. Project #141215-B Exhibit Page 7 A review of Bay Park Center for Nursing and Rehabilitation for the time period indicated above reveals:  the facility was fined $4,000 pursuant to a Stipulation and Order issued March 2, 2011 for surveillance findings on December 18, 2009. Deficiencies were found under 10 NYCRR 415.12 - Quality of Care: Highest Practicable Potential and 10 NYCRR 415.12(i)(1) - Quality of Care: Nutrition Status.  the facility was also fined $18,000 pursuant to a Stipulation and Order issued May 30, 2012 for surveillance findings on February 16, 2011. Multiple deficiencies were found under 10 NYCRR 415.4(b)(1)(i) - Free from Abuse; 10 NYCRR 415.4(b) - Development of Abuse Policies; 10 NYCRR 415.12(h)(2) - Quality of Care: Accidents; 10 NYCRR 415.12(i)(1) - Quality of Care: Nutrition; and 10 NYCRR 415.26(c)(1)(iv) - Nurse Aide Competency. A detailed review of the enforcements listed above for Bay Park Center for Nursing and Rehabilitation leads to a determination that there was no incident of repeat enforcements. Thus, a review of operations for Bay Park Center for Nursing and Rehabilitation for the period identified above results in a conclusion of substantially consistent high level of care. A review of South Point Plaza Nursing and Rehabilitation Center formerly known as Bayview Nursing and Rehabilitation for the time period indicated above reveals:  the facility was fined $7,000 pursuant to a Stipulation and Order issued September 29, 2005 for surveillance findings on November 16, 2004. Deficiencies were found under 10 NYCRR 415.5(h)(2) - Quality of Care: Environment; 10 NYCRR 415.12 - Quality of Care; 10 NYCRR 415.12(c)(1) - Quality of Care: Pressure Sores; and 10 NYCRR 415.12(h)(2) - Quality of Care: Accidents.  the facility was also fined $2,000 pursuant to a Stipulation and Order issued June 13, 2007 for surveillance findings on December 2, 2005. Deficiencies were found under 10 NYCRR 415.11(c)(3) - Comprehensive Care Plans.  the facility was also fined $10,000 pursuant to a Stipulation and Order issued December 16, 2011 for surveillance findings on December 7, 2010. Deficiencies were found under 10 NYCRR 415.12(c)(1) - Quality of Care: Pressure Sores. A detailed review of the enforcements listed above for South Point Plaza Nursing and Rehabilitation Center formerly known as Bayview Nursing and Rehabilitation led to a determination that there was no incident of repeat enforcements. Thus, a review of operations for South Point Plaza Nursing and Rehabilitation Center formerly known as Bayview Nursing and Rehabilitation for the period identified above results in a conclusion of substantially consistent high level of care. A review of Eastchester Rehabilitation and Health Care Center for the time period indicated above reveals that the facility was fined $2,000 pursuant to a Stipulation and Order issued August 9, 2008 for surveillance findings on January 15, 2008. Deficiencies were found under 10 NYCRR 415.4(b)(1)(ii) Resident Behavior and Facility Practices: Staff Treatment of Residents. A detailed review of the enforcements listed above for Eastchester Rehabilitation and Health Care Center leads to a determination that there were no repeat enforcements. A review of Golden Gate Rehabilitation and Health Care Center for the time period indicated above reveals:  the facility was fined $20,000 pursuant to a Stipulation and Order issued July 9, 2009 for surveillance findings on June 27, 2009. Deficiencies were found under 10 NYCRR 415.12(h)(2) - Quality of Care: Accidents and 10 NYCRR 415.26 - Organization and Administration.  the facility was also fined $10,000 pursuant to a Stipulation and Order issued December 16, 2011 for surveillance findings on November 22, 2010. Deficiencies were found under 10 NYCRR 415.12(c)(2) - Quality of Care: Pressure Sores. Project #141215-B Exhibit Page 8 A review of operations for Golden Gate Rehabilitation and Health Care Center results in a conclusion of substantially consistent high level of care since there were no repeat enforcements. A review of operations for Nassau Extended Care Facility for the time period indicated above reveals that the facility was fined $6,000 pursuant to a Stipulation and Order issued August 29, 2014 for surveillance findings on August 24, 2011. Deficiencies were found under 10NYCRR 415.4(b) Prohibit Abuse/Neglect/Mistreatment, 415.5(a) Dignity and 415.26 Administration. A review of Split Rock Rehabilitation and Health Care Center for the time period indicated above reveals that the facility was fined $6,000 pursuant to a Stipulation and Order issued March 19, 2007 for surveillance findings on December 5, 2005. Deficiencies were found under 10 NYCRR 415.4(b) Resident Behavior and Facility Practices: Staff Treatment of Residents; 10 NYCRR 415.11(c) Resident Assessment and Care Planning: Comprehensive Care Plans, and 10 NYCRR 415.12(k)(6) Quality of Care: Special Needs. A review of operations for Split Rock Rehabilitation and Health Care Center results in a conclusion of substantially consistent high level of care since there were no repeat enforcements. A review of Susquehanna Rehabilitation and Health Care Center, LLC for the time period indicated above reveals that the facility was fined $1,500 pursuant to a Stipulation and Order issued February 13, 2007 for surveillance findings on September 25, 2006. Deficiencies were found under 10 NYCRR 415.12(h)(1,2) Quality of Care: Accidents. A review of operations for Susquehanna Rehabilitation and Health Care Center, LLC results in a conclusion of substantially consistent high level of care since there were no repeat enforcements. A review of The Hamptons Center for Rehabilitation and Nursing for the time period indicated above reveals:  the facility was fined $3,000 pursuant to a Stipulation and Order issued June 12, 2007 for surveillance findings on February 9, 2007. Deficiencies were found under 10 NYCRR 415.12 Quality of Care, 415.12(a)(2) - Quality of Care: Activities of Daily Living and 415.12(j) - Quality of Care: Hydration.  the facility was also fined $8,000 pursuant to a Stipulation and Order issued April 26, 2009 for surveillance findings on April 21, 2008. Deficiencies were found under 10 NYCRR 415.4(b)(1)(ii) – Resident Behavior and Facility Practices: Staff Treatment of Residents, 415.12 - Quality of Care, 415.12(h)(2) - Quality of Care: Accidents, and 415.26 - Organization and Administration.  the facility was also fined $4,000 pursuant to a Stipulation and Order issued December 6, 2010 for surveillance findings on September 16, 2009. Deficiencies were found under 10 NYCRR 415.12(h)(1)(2) – Quality of Care: Accidents & Supervision and 415.26 – Administration.  the facility was also fined $10,000 pursuant to a Stipulation and Order issued May 24, 2011 for surveillance findings on July 30, 2010. Deficiencies were found under 10 NYCRR 415.12 Provide Care/Services for Highest Well Being. A review of operations for The Hamptons Center for Rehabilitation and Nursing results in a conclusion of substantially consistent high level of care since there were no repeat enforcements. A review of the operations of Nathan Miller Center for Nursing for the time period indicated above reveals that the facility was fined $2,000 pursuant to a Stipulation and Order on November 4, 2009 for surveillance findings on November 24, 2008. Deficiencies were found under 10 NYCRR 415.29 Physical Environment. A review of operations for Nathan Miller Center for Nursing results in a conclusion of substantially consistent high level of care since there were no repeat enforcements. Nathan Miller Center for Nursing closed on February 7, 2011. Project #141215-B Exhibit Page 9 A review of operations for Golden Hill Nursing and Rehabilitation Center, Fort Tryon Center for Rehabilitation & Nursing, Franklin Center for Rehabilitation and Nursing, Spring Creek Rehabilitation and Nursing Care Center, Park Avenue Extended Care Facility, Throgs Neck Extended Care Facility, White Plains Center for Nursing, Woodmere Rehab and Health Care Center, Inc., and Townhouse Extended Care Center for the periods identified above, results in a conclusion of substantially consistent high level of care since there were no enforcements. A review of the operations for Privilege Care Diagnostic and Treatment Center for the time period indicated above results in a conclusion of substantially consistent high level of care since there were no enforcements. A review of the operations for Woodmere Dialysis LLC for the time period indicated above results in a conclusion of substantially consistent high level of care since there were no enforcements. Project Review No changes in the program or physical environment are proposed in this application. No administrative services or consulting agreements are proposed in this application. Conclusion No negative information has been received concerning the character and competence of the proposed applicants identified as new members. Recommendation From a programmatic perspective, approval is recommended. Financial Analysis Asset Purchase Agreement The change in ownership will be effectuated in accordance with an executed asset purchase agreement for the real property and operating interest, the terms of which are summarized below: Date: Seller: Purchaser: New Operator: Purchased Assets: Excluded Assets: Purchase Price: Payment of Purchase Price: January 29, 2014 Chautauqua County, aka Chautauqua County Nursing Home Dunkirk Realty Holdings, LLC Dunkirk Operating, LLC Transfer, assign, convey and deliver the Real Property which consists of: Land, Improvements, FF&E, and all other structures and improvements on the land. Transfer, assign, convey and deliver the Personal Property, Intangible Property, and Accounts Receivable to the New Operator. Cash, short-term investments and third party settlements, except accounts receivables. $16,000,000 $ 1,600,000 deposit on signing agreement; 14,400,000 due at closing The purchase price is proposed to be satisfied as follows: Equity – Dunkirk Operating, LLC Equity – Dunkirk Realty Holdings, LLC Loan- 5.5%, self-amortizing 5 year term Total $3,199,713 2,300,287 10,500,000 $16,000,000 Project #141215-B Exhibit Page 10 A letter of interest has been provided by First Niagara Bank. BFA Attachments B and C are the proposed members’ net worth summaries for Dunkirk Operating, LLC and Dunkirk Realty Holdings, LLC, respectively, which reveals sufficient resources to meet the equity requirements. It is noted that liquid resources may not be available in proportion to the proposed ownership interest. Therefore, Anthony Bacchi, Edward Farbenblum, Martin Farbenblum and Benjamin Landa have provided affidavits stating that they are willing to contribute resources disproportionate to their membership interest. The applicant has submitted an original affidavit, which is acceptable to the Department, in which the applicant agrees, notwithstanding any agreement, arrangement or understanding between the applicant and the transferor to the contrary, to be liable and responsible for any Medicaid overpayments made to the facility and/or surcharges, assessments or fees due from the transferor pursuant to Article 28 of the Public Health Law with respect to the period of time prior to the applicant acquiring its interest, without releasing the transferor of its liability and responsibility. There no outstanding Medicaid and Assessment liabilities as of September 10, 2014. Lease Agreement Facility occupancy is subject to a draft lease agreement, the terms of which are summarized as follows: Premises: Owner/Landlord: Lessee: Term: Rent: Provisions: 216-bed RHCF located at 10836 Temple Road, Dunkirk, NY 14048 Dunkirk Realty Holdings, LLC Dunkirk Operating, LLC Twenty-six years – with a 10-year renewal option $600,000 per year ($50,000 per month) plus landlords debt service payment bring the total rent to $1,600,000 per year Taxes, utilities, insurance, and maintenance The lease arrangement is a non-arm’s length agreement. The applicant has submitted an affidavit attesting to the relationship between the landlord and the operating entity. Operating Budget The applicant has provided an operating budget, in 2014 dollars, for the first year of operation subsequent to the change in ownership. The budget is summarized below: Revenues: Medicaid Medicare Private Pay Assessment Revenue Medicare Part B Ancillary Revenue-Pharmacy Total Revenues: $10,273,370 2,422,814 4,940,637 677,524 410,000 994,000 $19,718,345 Expenses: Operating Capital Total Expenses: $17,386,028 1,600,000 $18,986,028 Net Income: RHFC Utilization (patient days) RHFC Occupancy $732,317 76,859 97.5% Project #141215-B Exhibit Page 11 The following is noted with respect to the submitted RHCF operating budget:  Medicaid capital component includes lease rental payment.  Medicaid rates are based on 2014 Medicaid pricing rates.  Medicare and private pay revenues are based on current payment rates.  RHCF projected utilization is 97.5%. Utilization for 2013 was 96.4%, while the average utilization from 2006 through 2012 was 97.8%. On April 9, 2014 and June 25, 2014 occupancy was 99.5% and 98.6%, respectively.  Breakeven utilization is projected at 94%.  RHCF utilization by payor source is anticipated as follows: Medicaid 74.20% Medicare 8.34% Private 17.46% Capability and Feasibility There are no project costs associated with this application. The aggregate purchase price for the real property and operating assets is $16,000,000, which is being allocated to the real property. Project funding will be as follows: Dunkirk Operating, LLC, members who are subject to the subscription agreement will provide $3,199,713 in equity, and Dunkirk Realty Holdings, LLC members will provide $2,300,287 in equity, of which $1,600,000 has already been paid. The $10,500,000 balance will be funded through a five year self-amortizing loan at 5.5%. A letter of interest for the loan has been provided by First Niagara Bank. A review of BFA Attachments B and C, the net worth summaries for the proposed members’ of Dunkirk Operating, LLC and Dunkirk Realty Holdings, LLC, respectively, reveals sufficient resources to meet the equity requirements. It is noted that liquid resources may not be available in proportion to the proposed ownership interest. Therefore, Anthony Bacchi, Edward Farbenblum, Martin Farbenblum and Benjamin Landa have provided affidavits stating that they are willing to contribute resources disproportionate to their membership. The working capital requirement is estimated at $3,164,338 and is based on two months of the first year operating expenses. In accordance with the purchase agreement, Dunkirk Operating, LLC will receive approximately $3,474,468 in net accounts receivables which will be used to satisfy the working capital needs. DOH staff notes that, as of 2013, the net cash plus accounts receivable minus accounts payable exceeds the working capital requirements. BFA Attachment C, Dunkirk Operating, LLC pro-forma balance sheet, indicates that the entity will start off with $3,474,468 in equity. The submitted budget indicates that a net income of $732,317 would be maintained during the first year following change in ownership. As of June, 2014, the facility has an occupancy level of 99.5%. DOH staff reviewed the difference between the current 2013 net operating loss of $231,614, as shown on BFA Attachment E, and the first year budgeted net income of $732,317. DOH has concluded that the difference is mainly due to the reduction in employee fringe benefits of $3,394,882 and $446,671 in administrative expenses without interruption of patient care. The facility will no longer participate in the County benefit plan. The budget appears reasonable. Staff notes that with the expected 2014 implementation of managed care for nursing home residents, Medicaid reimbursement is expected to change from a state-wide price with cost-based capital component payment methodology, to a negotiated reimbursement methodology. Facility payments will be the result of negotiations between the managed long term care plans and the facility. At this point in time, it cannot be determined what financial impact this change in reimbursement methodology As shown on BFA Attachment E, the facility maintained positive working capital, net assets and a net loss of $231,614 for 2013. It is noted that this 2013 net loss would have been increased if the RHCF had not received a $3,609,939 intergovernmental transfer subsidy. The county indicates it cannot maintain its current operation due to recurring losses from year-to-year and has, therefore, decided to sell the facility to a new operator who is an experienced team of nursing home providers. Project #141215-B Exhibit Page 12 BFA Attachment F, Financial Summary of the proposed members’ affiliated RHCFs, shows the facilities have currently maintained positive income from operations for the periods shown with the exception of: Bayview Nursing Home, which had an operational loss due to Hurricane Sandy; Golden Gate Rehabilitation, which was due to a one-time Medicaid rate adjustment; Nassau Extended Care and Willoughby Rehabilitation, which had net losses due to operational inefficiencies which are being corrected by management to reach positive margins; and Woodmere Rehabilitation, whose net operational loss in 2012 has been corrected by management in 2013. Based on the preceding, and subject to the noted contingencies, it appears that the applicant has demonstrated the capability to proceed in a financially feasible manner, and approval is recommended. Recommendation From a financial perspective, contingent approval is recommended. Attachments BFA Attachment A BFA Attachment B BFA Attachment C BFA Attachment D BFA Attachment E BFA Attachment F BNHLC Attachment A Proposed Members of Dunkirk Realty Holdings, LLC Net Worth of Proposed Members, Dunkirk Operating, LLC Net Worth of Proposed Members, Dunkirk Realty Holdings, LLC Pro-forma Balance Sheet, Dunkirk Operating, LLC Financial Summary, Chautauqua County Home Financial Summary, Affiliated Nursing Homes Quality Measures and Inspection Reports Project #141215-B Exhibit Page 13 RESOLUTION RESOLVED, that the Public Health and Health Planning Council, pursuant to the provisions of Section 2801-a of the Public Health Law, on this 2nd day of October, 2014, having considered any advice offered by the Regional Health Systems Agency, the staff of the New York State Department of Health, and the Establishment and Project Review Committee of this Council and after due deliberation, hereby proposes to approve the following application to establish Dunkirk Operating, LLC to be established as the new operator of Chautauqua County Home, and with the contingencies, if any, as set forth below and providing that each applicant fulfills the contingencies and conditions, if any, specified with reference to the application, and be it further RESOLVED, that upon fulfillment by the applicant of the conditions and contingencies specified for the application in a manner satisfactory to the Public Health and Health Planning Council and the New York State Department of Health, the Secretary of the Council is hereby authorized to issue the approval of the Council of the application, and be it further RESOLVED, that any approval of this application is not to be construed as in any manner releasing or relieving any transferor (of any interest in the facility that is the subject of the application) of responsibility and liability for any Medicaid (Medicaid Assistance Program -Title XIX of the Social Security Act) or other State fund overpayments made to the facility covering the period during which any such transferor was an operator of the facility, regardless of whether the applicant or any other entity or individual is also responsible and liable for such overpayments, and the State of New York shall continue to hold any such transferor responsible and liable for any such overpayments, and be it further RESOLVED, that upon the failure, neglect or refusal of the applicant to submit documentation or information in order to satisfy a contingency specified with reference to the application, within the stated time frame, the application will be deemed abandoned or withdrawn by the applicant without the need for further action by the Council, and be it further RESOLVED, that upon submission of documentation or information to satisfy a contingency specified with reference to the application, within the stated time frame, which documentation or information is not deemed sufficient by Department of Health staff, to satisfy the contingency, the application shall be returned to the Council for whatever action the Council deems appropriate. NUMBER: FACILITY/APPLICANT: 141215 E Dunkirk Operating, LLC d/b/a Chautauqua Nursing and Rehabilitation Center APPROVAL CONTINGENT UPON: 1. The submission of a commitment signed by the applicant which indicates that, within two years from the date of the council approval, the percentage of all admissions who are Medicaid and Medicare/Medicaid eligible at the time of admission will be at least 75 percent of the planning area average of all Medicaid and Medicare/Medicaid admissions, subject to possible adjustment based on factors such as the number of Medicaid patient days, the facility’s case mix, the length of time before private paying patients became Medicaid eligible, and the financial impact on the facility due to an increase in Medicaid admissions. [RNR] 2. Submission of a plan to continue to enhance access to Medicaid residents. At a minimum, the plan should include, but not necessarily be limited to, ways in which the facility will: • Reach out to hospital discharge planners to make them aware of the facility’s Medicaid Access Program; • Communicate with local hospital discharge planners on a regular basis regarding bed availability at the nursing facility; • Identify community resources that serve the low-income and frail elderly population who may eventually use the nursing facility, and inform them about the facility’s Medicaid Access policy; and • Submit an annual report for two years to the DOH, which demonstrates substantial progress with the implement of the plan. The plan should include but not be limited to: o Information on activities relating to a-c above; o Documentation pertaining to the number of referrals and the number of Medicaid admissions; and o Other factors as determined by the applicant to be pertinent. The DOH reserves the right to require continued reporting beyond the two year period. [RNR] 3. Submission of commitment for a real property loan acceptable to the Department of Health. [BFA] 4. Submission of an executed building lease acceptable to the Department of Health. [BFA] 5. Submission of the executed Amended and Restated Articles of Dunkirk Operating, LLC, acceptable to the Department. [CSL] 6. Submission of the amended Operating Agreement of Dunkirk Operating, LLC, acceptable to the Department. [CSL] 7. Submission of an executed lease agreement between Dunkirk Realty Holdings, LLC and the applicant, acceptable to the Department. [CSL] APPROVAL CONDITIONAL UPON: 1. The project must be completed within three years from the Public Health and Health Planning Council recommendation letter. Failure to complete the project within the prescribed time shall constitute an abandonment of the application by the applicant and an expiration of the approval. [PMU] 2. Certification that the facility is in full compliance with the CMS 2013 sprinkler mandate at the time of closing. [LTC] Documentation submitted to satisfy the above-referenced contingencies (4 copies) should be submitted within sixty (60) days to: Barbara DelCogliano Director Bureau of Project Management NYS Department of Health Empire State Plaza Corning Tower, Room 1842 Albany, New York 12237