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1 |
Please provide an executive summary of the proposed conversion which shall include (1) discussion of the timing, cost, source of funds, etc. of the individual elements that will occur as a result of the proposed conversion (including real estate sales, development of new services and/or facilities, etc.) and (2) identify and quantify benefits to the community from the conversion, starting with the Effective Date, running 10 years forward. |
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2 |
Please demonstrate that each of the individual elements of the proposed conversion benefits the community and whether these benefits could be effected by the transacting parties (whether independently or through collaboration) without undergoing the proposed conversion. |
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3 |
Name and address of each transacting party and the affiliate hospitals of the transacting parties |
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4 |
Name, title, address, phone, fax and e-mail for each transacting party and the affiliate hospitals of the President or CEO |
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5 |
Name, title, address, phone, fax and e-mail of one contact person for each transacting party for this application process (only if different from the President/CEO in Question 3) |
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6 |
EXISTING affiliate hospitals of the Transacting parties: For each existing affiliate hospital of the transacting parties, please provide the following information and attach a copy of the current license |
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7 |
PROPOSED AFFILIATE HOSPITALS OF THE TRANSACTING PARTY HOSPITAL: For each proposed affiliate hospitals of the transacting parties, please provide the following information and attach a copy of the current license |
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8 |
Estimate the date for the implementation of the proposed conversion, if approved |
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9 |
Please provide a copy of the current health care facility’s license(s) for the transacting parties and their affiliates. |
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10 |
Please provide the name, address, phone number, occupation, and tenure of all officers, members of the board of directors, trustees, executives, and senior level managers, including for each position, current persons and persons holding position during the past three (3) years. |
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11 |
Please provide a list of all committees, subcommittees, task forces, or similar entities of the board of directors or trustees, including a short description of the purpose of each committee, subcommittee, task force, or similar entity and the name, address, phone number, occupation, and tenure of each member. |
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12 |
Please provide agenda, meeting packages, and minutes of all meetings of the board of directors or trustees and any of its committees, subcommittees, task forces, or similar entities that occurred within the two (2) year period prior to submission of the application (beginning with January 1) to the present |
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13 |
Please provide each of the following applicable documents for each of the transacting parties:
a. Certificate and Articles of incorporation and by-laws for corporation;
b. Certificate of Partnership and Partnership Agreement (for partnerships);
c. Certificates of Organization and Operating Agreement (for limited liability companies).
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14 |
Please provide organizational charts for all of the transacting parties for prior and post conversion, including, but not limited to identifying all legal entities with direct or indirect ownership in or control, all related entities also owned or controlled by the same “parent” entity, the percentage of ownership or controlling interest among and between all such entities. |
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15 |
Please provide organizational structure for existing transacting parties and each partner, affiliate, parent, subsidiary or related corporate entity in which the acquiror has a twenty percent (20%) or greater ownership interest. |
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16 |
Please provide conflict of interest statements, policies and procedures. |
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17 |
Please provide names, addresses and phone numbers of professional consultants engaged in connection with the proposed conversion. |
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18 |
Please provide copies of audited income statements, balance sheets, other financial statements, and management letters for the past three (3) years, audited interim financial statements and income statements, together with a detailed description of the financing structure of the proposed conversion including equity contribution, debt restructuring, stock issuance, partnership interests, stock offerings and the like, and unaudited financial statements (where audited financial statements are unavailable) |
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19 |
Please provide a detailed description of real estate issues including title reports for land owned and lease agreements concerning the proposed conversion |
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20 |
Please provide a detailed description as each relates to the proposed transaction for equipment leases, insurance, regulatory compliance, tax status, pending litigation or pending regulatory citations, pension plan descriptions and employee benefits, environmental reports, assessments and organizational goals. |
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21 |
Please provide copies of reports analyzing the proposed conversion during the past three (3) years including, but not limited to, reports by appraisers, accountants, investment bankers, actuaries and other experts. |
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22 |
Please provide copies of any opinions or memoranda addressing the state and federal tax consequences of the proposed conversion prepared for a transacting party by an attorney, accountant, or other expert. |
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23 |
Please provide a description of the manner in which the price was determined including which methods of valuation and what data were used, and the names and addresses of persons preparing the documents, and this information is deemed to be proprietary. |
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24 |
Please provide patient statistics for the past three (3) years and patient projections for the next one year including patient visits, admissions, emergency room visits, clinical visits, and visits to each department of the hospital, admissions to nursing care or visits by affiliated home health care entities |
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25 |
Please provide the name and mailing address of all licensed facilities in which the for-profit corporation maintains an ownership interest or controlling interest or operating authority. |
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26 |
Please provide a list of pending or adjudicated citations, violations or charges against the facilities listed in number 3 brought by any governmental agency or accrediting agency within the past three (3) years and the status or disposition of each matter with regard to patient care and charitable asset matters. |
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27 |
Please provide copies of all documents related to:
a. Identification of all charitable assets;
b. Accounting of all charitable assets for the past three (3) years; and
c. Distribution of the charitable assets including, but not limited to, endowments, restricted, unrestricted and specific purpose funds as each relates to the proposed transaction.
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28 |
Please provide the following information:
a. A list of uncompensated care provided over the past three (3) years by each facility listed in subdivision (25) and detail as to how that amount was calculated;
b. A description of charity care and uncompensated care provided by the existing hospital for the previous five (5) year period to the present, including a dollar amount and a description of services provided to patients (Please complete Appendix D separately for each of the transacting parties and/or their affiliates);
c. A description of bad debt incurred by the existing hospital for the previous five (5) years for which payment was anticipated but not received; and,
d. Identify the reasons for any discrepancies between responses to sections a through c above, if any.
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29 |
Please description for the donor restricted gifts, including, the date of the gift, the value of the gift at the time it was received by the transacting parties and/or its affiliates, the present value of the gift, and the restriction(s) on the gift and any legal document(s) that created each gift. |
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30 |
Please provide a description of the plan as to how the new hospital will provide community benefit and charity care during the first five (5) years of operation. |
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31 |
Please provide a description of how the new hospital will monitor and value charity care services and community benefit. |
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32 |
Please provide the names of persons currently holding a position as an officer, director, board member, or senior level manager who will or will not maintain any position with the new hospital and whether any said person will receive any salary, severance, stock offering or any financial gain, current or deferred, as a result of or in relation to the proposed conversion, including, but not limited to, the individual’s job description, employment or other contract or agreement to provide services under this corporate title, and total compensation, including, but not limited to, salary, benefits, expense accounts, membership, 401K, retirement plans, contribution agreements, benefit agreements and any other financial distributions of any kind, including deferred payments or compensation. |
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33 |
Please provide copies of capital and operating budgets or other financial projections for the new hospital during the first three (3) years of operation. |
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34 |
Please provide copies of plans relative to staffing during the first three (3) years at the new hospital. |
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35 |
Please provide:
a. A list of all medical services, departments, clinical services, and administrative services that shall be maintained at the new hospital; and,
b. A list of all medical services, departments, clinical services, and administrative services that are currently maintained at each affiliate hospital of the transacting parties.
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36 |
Please provide a list of all medical services, that are proposed to be changed at each hospital of the transacting parties. |
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37 |
Please provide a description of criteria established by the board of directors of the existing hospital for pursuing a proposed conversion with one or more health care providers. |
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38 |
Please provide copies of reports of any due diligence review performed by each transacting party in relation to the proposed conversion. These reports are to be held by the attorney general and department of health as confidential and not released to the public regardless of any determination made pursuant to RI General Laws § 23-17.14-32 and not withstanding any other provision of the general laws. Please include a description of the plans for ongoing due diligence efforts by the transacting parties and their affiliates throughout the proposed conversion review and other regulatory reviews, up to and including the Effective Date. |
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39 |
Please provide a description of request(s) for proposals issued by the existing hospital relating to pursuing a proposed conversion. |
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40 |
Please provide copies of reports analyzing affiliations, mergers, or other similar transactions considered by any of the transacting parties during the past three (3) years, including, but not limited to, reports by appraisers, accountants, investment bankers, actuaries, other experts, and any committee investigating the proposed conversion and any and all recommendations from the committee to the Board of Directors for each of the transacting parties and each of its affiliates. |
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41 |
Please provide a copy of proposed contracts or description of proposed contracts or arrangements with management, board members, officers, or directors of the existing hospital for severance, consulting services or covenants not to compete following completion of the proposed conversion. |
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42 |
Please provide a copy or description of all agreements or proposed agreements reflecting any current and/or future employment or compensated relationship between the acquiror (or any related entity) and any officer, director, board member, or senior level manager of the acquiree (or any related entity). |
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43 |
Please provide a copy or description of all agreements executed or anticipated to be executed by any of the transacting parties in connection with the proposed conversion. |
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44 |
Please provide copies of documents or descriptions of any proposed plan for any entity to be created for charitable assets, including but not limited to, endowments, restricted, unrestricted and specific purpose funds, the proposed articles of incorporation, by-laws, mission statement, program agenda, method of appointment of board members, qualifications of board members, duties of board members, and conflict of interest policies. |
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45 |
Please provide a description of all departments, clinical, social, or other services or medical services that will be eliminated or significantly reduced at the new hospital. |
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46 |
Please provide a description of staffing levels of all categories of employees, including full-time, part-time, and contract employees currently working at, or providing services to, the existing hospital and a description of any anticipated or proposed changes in current staffing levels, including, but not limited to, copies of plans relative to staffing during the first three (3) years at the new hospital(s). |
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47 |
Please provide current, signed original conflict of interest forms from all incumbent or recently incumbent officers, directors, members of the board, trustees, senior management, chairpersons or department chairpersons and medical directors on a form acceptable to the attorney general; "incumbent or recently incumbent" means those individuals holding the position at the time the application is submitted and any individual who held a similar position within one year prior to the application's acceptance). |
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48 |
If the acquiror is a for profit corporation that has acquired a not for profit hospital under the provisions of this chapter, the application shall also include a complete statement of performance during the preceding one year with regard to the terms and conditions of approval of conversion and each projection, plan, or description submitted as part of the application for any conversion completed under an application submitted pursuant to this section and made a part of an approval for the conversion pursuant to § 23-17.14-7 or 23-17.14-8. |
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49 |
Please provide copies of IRS Form 990 for any transacting party required by federal law to file such a form for each of the five (5) years prior to the submission of the application. |
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50 |
Please provide the signed Closing Memorandum, including, but not limited to, certification, exhibits, and/or schedules required for the closing documents and/or other closing documents. |
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51 |
Please provide all exhibits and schedules (including any updates or supplements) to the Affiliation Agreement and/or Memorandum of Understanding. |
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52 |
Please provide a description of all departments, clinical, social, administrative or other services and/or medical services that will be added, eliminated, expanded or reduced at each proposed affiliate hospital if the proposed conversion is completed and state the reason(s). |
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53 |
Please provide all documents for plans to develop or change the existing services and/or develop new services and programs relating to facilities improvements, renovation, or construction, include estimated project date, steps/provisions, costs, and source of funding. |
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54 |
Please provide the name, address, phone number, occupation, and tenure of all officers, members of the Board of Directors, Trustee, Executives, and Senior Level Managers, including, for each position, current persons and persons holding position during the past three (3) years. |
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55 |
Please provide any and all documents (including, but not limited to, letters, memoranda, reports, minutes, and the like) reflecting consideration of potential “partners” other than the transacting parties (including affiliations, mergers, acquisitions, purchases or the like) by the transacting parties for the prior three calendar years, beginning January 1, to the present |
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56 |
Please provide a copy of the transacting parties’ affiliated hospital’s Credentialing Committee Guidelines, Policies and/or Procedures, including any contemplated changes thereto. |
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57 |
Please provide any and all minutes of any Clinical and Quality Monitoring Committee for the transacting parties and their affiliates for the prior 3 years from the date of the application through the present. |
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58 |
Please provide a complete description of the relationship of each transacting party and its affiliates within Rhode Island and outside Rhode Island. |
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59 |
Please provide any and all contracts, letters of engagement, memoranda and/or other documents referring, reflecting and/or relating to the scope of services to be rendered by each and every consultant or expert engaged, or to be engaged, by the transacting parties in connection with the Proposed Transaction or any other potential strategic partnership or affiliate. |
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60 |
Please provide any and all documents referring to agreements reflecting the salary, bonus and all other compensation, including but not limited to, those documents filed with the Securities and Exchange Commission, Internal Revenue Service and/or any other governmental entity (but not including the individuals’ federal or state income tax-returns), expense account, transportation subsidy, cafeteria plan, deferred compensation, pension plan, and retirement plan of the 25 highest compensated employees of each of the transacting parties and each of their affiliates. |
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61 |
Please provide any and all severance packages, contracts or any other documents relating to same, given, negotiated or renegotiated with any employee or former employee of the transacting parties and their affiliates for the prior 4 years from the date of the application through the present. Please include in your response any agreements to provide consulting services and/or covenants to not compete following completion of the proposed conversion as well as the existing ERISA benefit plan and severance agreements or arrangements. |
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62 |
Please provide an itemization of all loans outstanding, given, and/or forgiven in the last five years to any executive, employee or consultant of the transacting parties and/or their affiliates, including the terms of such loan. |
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63 |
Please provide a copy of the resignations of any Directors and Officers of each of the transacting parties and/or their affiliates related to the conversion. |
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64 |
Please provide a copy of the plan to integrate acquiree and/or their affiliates into the acquiror’s and/or their affiliates model of service delivery, including finance, treasury, human resources, information services, communications, marketing, government relations, risk management and insurance, legal, strategic planning, development, purchasing, payor contracting, internal audit and compliance. |
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65 |
Please provide a description and quantification of the outstanding debts of acquiree and/or their affiliates, both between and among acquiree and/or their affiliates and to any third party entities |
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66 |
Please provide a complete plan for acquiree and/or their affiliates to pay their system capital expenditure allocation for capital expenditures consistent with the approved acquiror’s and/or their affiliates system capital budget or budget including, the amount of the share, calculated share, and source of for the payment of that share. |
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67 |
Please provide complete information concerning a complete description referring or relating to acquiror’s and/or their affiliates development and implementation of an interface between computer information systems of acquiree and/or their affiliates. In your response, please include a complete description of the compatibility of the each of the transacting parties and/or their affiliates computerized information system, including, but not limited to, the ability to exchange information without an additional interface including software |
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68 |
Please provide all existing agreement(s) between each of the transacting parties and/or their affiliates and physicians relating to access to electronic patient medical information. |
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69 |
Please provide an executive summary and document what efficiencies and/or inefficiencies were realized from any conversion, merger, affiliation, and/or consolidation involving any of the transacting parties and/or their affiliates since 1984, separately for each such transaction. Your discussion and documentation should include, but not be limited to, identification of efficiencies planned, whether efficiencies were realized or unrealized (including date) and resulting cost impact on the transacting parties and/or their affiliates. |
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70 |
Please provide any documents that indicate the efficiencies that are planned and/or projected from the proposed conversion of each of the transacting parties and/or their affiliates for a period starting with the Effective Date, running 10 years forward. |
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71 |
Please identify whether the acquirer plans to hold, own, or acquire an ownership or controlling interest greater than twenty percent (20%) in another hospital within one (1) year subsequent to the finalization and implementation. |
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72 |
Please provide a copy of the Hart-Scott-Rodino filing with the Federal Trade Commission and the United States Department of Justice related to the proposed conversion and the final determination by Federal Trade Commission or the United States Department of Justice concerning this filing. |
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73 |
Please provide copies of all government permits, licenses, or other approvals necessary to implement the proposed conversion. |
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74 |
Please provide a complete description concerning full disclosure of any lawsuits, investigations by foreign, federal, state or municipal boards or governments, administrative agencies, or arbitrators pending against each transacting party and its affiliates including, the amount of the potential claim, the amount of the cost to date, and any insurance coverage, including policy terms and amounts. |
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75 |
Please provide a list of insurance contracts in full force and effect for each transacting party and its affiliates, including professional, directors and officers and comprehensive general liability, including coverage limits, purpose of insurance, and duty of coverage, both currently and post conversion. |
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76 |
Please provide detailed information concerning any and all coverage provided by self-insured funds and/or captive insurance companies to provide coverage for risks, including but not limited to the amount of the self-insurance fund, claims paid, or claims pending. |
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77 |
Please provide a description by each transacting party and its affiliates with respect to Medicare and Medicaid programs, including but not limited to notice of de-certification, revocation, suspension or termination, or of threatened or potential re-certification, revocation, suspension or termination. |
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78 |
Please provide copies of Medicare cost reports for the last 5 years through the present for each transacting party and its affiliates. |
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79 |
For each transacting party and its affiliates that are not-for-profit entities, please provide the mission, charter, and organizational goals. |
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80 |
Please provide documents referring or relating to recent and projected growth in the number of credentialed medical providers for each of the transacting parties and their affiliates. |
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81 |
Please provide any and all documents referring and/or relating to the potential and/or actual strategic opportunities to expand services to a wider geographic area, including resources required and capital needs, and economic and demographic factors relating thereto. |
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82 |
Please provide all studies, reports, and memoranda analyzing and/or addressing the extent and timing of anticipated inpatient hospital utilization rate changes, both for the transacting parties and for any other entities. |
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83 |
Please provide all studies, reports, and memoranda analyzing and/or addressing the ability of the transacting parties and/or their affiliates to support medical and education research in the event the proposed conversion occurs. |
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84 |
Please provide all studies, reports, analyses, and plans regarding integration or coordination of clinical programs and related administrative functions post conversion. |
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85 |
Please provide all studies, reports, and memoranda analyzing and/or addressing the extent to which the clinical and administrative services provided by the transacting parties and their affiliate entities do and/or do not overlap and/or are complementary of one another. |
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86 |
Please provide the Corporate Compliance Program for each of the transacting parties and their affiliates. |
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87 |
Please provide agreements of the transacting parties and/or their affiliate medical providers with third-party payors. |
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88 |
Please provide By-Laws and Organization Chart for any Physician Services Organization or other medical provider organizations for each of the transacting parties and their affiliates. |
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89 |
Please provide a copy of the most recent JCAHO survey of each transacting party’s affiliated hospital. |
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90 |
Please provide any and all documents referring or relating to cross-privileges of physicians affiliated with either of the transacting parties and their affiliates before and after the proposed conversion. |
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91 |
Please provide any and all documents referring or relating to performance measurement and outcomes, that the transacting parties and /or its affiliates have used in the last three (3) years. |
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92 |
Please provide copies of the patient satisfaction surveys the transacting parties and/or its affiliates disburse to patients to provide information. |
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93 |
Please provide all summary reports concerning patient satisfaction surveys for the transacting parties and/or its affiliates for the last three (3) years. |
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94 |
Please provide any and all documents referring or relating to the quality outcome measurements identified by the transacting parties and/or their affiliates for last three (3) fiscal years, including any adjustment factors. |
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95 |
Please provide any and all documents referring or relating to comparing hospital efficiency with costs for the transacting parties and /or its affiliates for the past five (5) years. |
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96 |
Please provide any and all contracts between any medical school and the transacting parties and/or their affiliates for reimbursement for costs, including, but not limited to, a complete description of the current and future terms and relationship with any medical schools. |
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97 |
Please provide any and all documents, agreements, contracts or the like, formal or informal, reflecting any current and/or potential employment or compensated relationship for senior management among or between the transacting parties and/or their affiliates. |
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98 |
Please provide any reports, projections, presentations or other documents that demonstrate and/or support the assertions of the transacting parties and/or their affiliates of the need for the proposed conversion to occur, including any similar document which projects the anticipated impact upon the transacting parties and their affiliates if the proposed conversion does not occur. |
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99 |
Please describe the direct and indirect medical education revenue received for the last 5 years through the present. |
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100 |
Please provide the number of interns and residents, including the sub-specialty, at the affiliate hospitals for the most recent five (5) years. |
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101 |
Please provide a complete description of the impact of the proposed conversion upon primary care at the transacting parties, and their affiliates, and the community. |
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102 |
Please provide all information referring or relating to the acquiror ensuring that any home care, home nursing care or hospice care providers are included as recognized providers of home care, home nursing care or, hospice care services after the conversion. |
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103 |
Please provide census for home care services furnished to patients post discharge and the entity that provided the home care services for each of the transacting parties and/or their affiliates pre-conversion for the last five (5) years. |
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104 |
Please provide any and all documents referring or relating to home care, home nursing care, or hospice providers which are transacting parties and/or their affiliates and their proposed conversion, including strategic planning, financial projection, and patient census. |
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105 |
Please provide any and all documents related to the development of the sale or that describe the use and any related strategic utilization plans of real estate of each of the transacting parties and/or their affiliates including, but not limited, to real estate appraisal, business plan, strategic planning, and endowment planning (including a quantification of any current endowment of each such transacting party or their affiliate.) |
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106 |
Please provide a Cy Pres Petition for the proposed conversion(s) of affiliate hospitals, other affiliate 501(c)(3) entities, and all that will be affected by the proposed conversion. |
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107 |
Please provide names and addresses of the intended board members for the Transacting Parties and their affiliates, post conversion. |
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108 |
Please complete the following table with regards to average hospital charge per discharge for the last three (3) years |
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109 |
Please address the following with regards to hospital based tertiary or specialty care services which shall include cardiac catheterization, positron emission tomography, linear accelerators, open heart surgery, organ transplantation, and neonatal intensive care services:
a. Describe and document existing contractual or other agreements between each of the transacting parties and/or their affiliates for tertiary or specialty care services; and
b. Describe the plans of each of the transacting parties and/or their affiliates for any future development of any type of tertiary or specialty care service starting from the Effective Date and projected over the period of 5 years thereafter.
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110 |
Please address the following regarding projected impact of the proposed conversion on service areas of hospitals in Rhode Island:
a. In geographic representation of the state of Rhode Island identify all hospitals on such a map, and identify which hospitals would be impacted by the proposed conversion (those of the acquiror and acquiree and their affiliates);
b. In a separate geographic representation of the state of Rhode Island identify the primary and secondary services areas of the acquiror and acquiree and their affiliates. Clearly distinguish those primary and/or secondary services areas of the acquiror and acquiree and their affiliates that overlap;
c. In separate geographic representations of the state of Rhode Island, for each hospital that is not part of the acquiror and acquire and their affiliates, identify to what extent their primary and/or secondary service areas are served by the acquiror and acquiree and their affiliates (separately for each such hospital); and,
d. Discuss in detail the appropriateness of the conversion based on the market share of the service area of the acquiror and acquiree and their affiliates in consideration of the charge of the Director of Health to ensure a balanced health care delivery system to the residents of the state. In addition, discuss how the proposed conversion would contribute to a balanced health care delivery system to the residents of the state.
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111 |
Please address the following regarding projected impact of the proposed conversion on hospitals in Rhode Island:
a. Complete the table below with regards to the financial viability of the acquiror and acquiree and all of their affiliates that are licensed hospitals and all other hospitals in Rhode Island for the last three (3) years
b. Discuss in detail the financial viability of the acquiror and acquiree and all of their affiliates that are licensed hospitals following the proposed conversion(s) and compare that to the financial viability of all other hospitals in Rhode Island that are not part of the proposed conversions; and
c. Discuss in detail the appropriateness of the conversion based on the impact of the proposed conversion(s) on the financial viability of the hospitals that would not be included in the proposed conversion in consideration of the charge of the Director of Health to ensure a balanced health care delivery system to the residents of the state. In addition, discuss how the proposed conversion would contribute to a balanced health care delivery system to the residents of the state.
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112 |
Please address the following regarding projected impact of the proposed conversion on market share of hospital beds in Rhode Island:
a. Complete the table below with regard to hospital utilization of the acquiror and acquiree and all of their affiliates and all other hospitals in Rhode Island for last three (3) years
b. Discuss in detail the market share of the licensed bed capacity, staffed bed capacity and utilization volume of the acquiror and acquiree and all of their affiliates and compare that to the licensed bed capacity, staffed bed capacity and utilization volume of all other Rhode Island based hospitals that are not part of the proposed conversions (including identification of the post-conversion market share of bed capacity and utilization volume); and
c. Discuss in detail the appropriateness of the conversion based on the share of licensed beds, staffed beds and utilization volume of the acquiror and their affiliates in consideration of the charge of the Director of Health to ensure a balanced health care delivery system to the residents of the state. And discuss how the proposed conversion would contribute to a balanced health care delivery system to the residents of the state.
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113 |
Please address the following with regards to hospital based tertiary or specialty care services which shall include cardiac catheterization, positron emission tomography, linear accelerators, open heart surgery, organ transplantation, and neonatal intensive care services
a. Identify the type, if any, of tertiary or specialty care services provided by each of acquiror and acquiree and all of their affiliates and all other hospital providing those services in Rhode Island for the last three (3) years.
b. Discuss in detail the impact on the market share of the acquiror and its affiliates, if the proposed conversion takes place, on each of the six tertiary or specialty care services (including identification of the post-conversion market share in each of those services); and
c. Discuss in detail the appropriateness of the conversion based on the share of tertiary care services in consideration of the charge of the Director of Health to ensure a balanced health care delivery system to the residents of the state. And discuss how the proposed conversion would contribute to a balanced health care delivery system to the residents of the state.
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Appendix A |
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Appendix C |
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Appendix D |
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