PHHPC Special Establishment and Project Review Committee
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STATE OF NEW YORK PUBLIC HEALTH AND HEALTH PLANNING COUNCIL SPECIAL ESTABLISHMENT AND PROJECT REVIEW COMMITTEE AGENDA December 13, 2018 Immediately following the Committee on Codes, Regulations and Legislation (which is scheduled to begin at 10:00 a.m.) Empire State Plaza, Concourse Level, Meeting Room 6, Albany I. COMMITTEE ON ESTABLISHMENT AND PROJECT REVIEW Peter Robinson, Chair A. Applications for Establishment and Construction of Health Care Facilities/Agencies Acute Care Services – Establish/Construct Number Applicant/Facility 1. 182217 E St. Joseph’s Health, Inc. (Onondaga County) Public Health and Health Planning Council Project # 182217-E St. Joseph's Health, Inc. Program: Hospital County: Onondaga Purpose: Establishment Acknowledged: November 15, 2018 Executive Summary Description St. Joseph’s Health, Inc. (SJH) and Trinity Upon Public Health and Health Planning Council Health Corporation (Trinity) seek approval for (PHHPC) approval, Trinity will be approved for Trinity to become co-established with SJH as operator authorities over SJJHHC and as they the active parent/co-operator of St. Joseph’s relate to obligated group financings, and system- Hospital Health Center (SJHHC), a 451-bed, wide activities that will enhance their voluntary not-for-profit, Article 28 acute care participation in Trinity’s national healthcare hospital located at 301 Prospect Avenue, system. SJH will continue to exercise active Syracuse (Onondaga County). SJH, a New parent authority over the day-to-day operations York not-for-profit corporation located in of the Operating Entities and will participate in Syracuse, was recently established as the active the Trinity Health Obligated Group by becoming parent/co-operator of SJHHC (CON 171446). a Designated Affiliate in the Credit Group, in The two entities have mirror boards. Trinity, an accordance with the Trinity Master Trust Indiana nonprofit organization and parent of a Indenture, giving SJH and the Operating Entities national healthcare system operating across 21 access to additional capital resources at more states, is the current passive parent and sole favorable rates and terms. member of SJH (since 2015). Currently, SJH believes Trinity’s limited authority There are no costs associated with this project. as passive parent prevents SJH from realizing There will be no change in authorized services, the full economic and operational benefits of the number or type of beds, or staffing upon being part of a national healthcare system and approval of this project. In addition, there are no they cannot participate in the Trinity’s Health projected changes in the utilization, revenue or Obligated Group or System Development Fund. expenses of the Hospital or SJH affiliates Trinity is not seeking decision-making authority because of this project. SJH is also the sole over the day-to-day operations of SJH or the member of St. Joseph’s Health Center Operating Entities. Both entities agree that Properties, Inc., St. Joseph’s Hospital Health certain decision-making is best done at the local Center Foundation, Inc., and Embracing Age, level by SJH and the Operating Entities’ Boards Inc. Subsidiaries within the St. Joseph’s of Directors, as they know best the local healthcare system include Oswego Health community needs. At the same time, Trinity and Home Care, LLC, an Article 36 Certified Home SJH recognize that the benefits of being part of Health Agency (CHHA), and Franciscan Health a national healthcare system can only be Support, Inc., an Article 36 Licensed Home Care achieved if the national parent has authority to Service Agency (LHCSA). BFA Attachment A act decisively on behalf of all members of the presents the organizational charts of Trinity and system in matters that affect the entire system. St. Joseph’s Health, Inc. Project #182217-E Exhibit Page 1 As active parent/co-operator, Trinity will have SJH will continue to be the full active parent of the operator rights, powers and authorities over SJHHC with authority to exercise all active the SPHP Licensed Entities under 10 NYCRR parent powers under 10 NYCRR §405.1(c). §405.1(c) and §600.9(c), specifically: Appointment or dismissal of hospital OPCHSM Recommendation management level employees and Contingent Approval medical staff, except the election or removal of corporate officers by the Need Summary members of a not-for-profit corporation; There will be no change in beds or services in Approval of hospital operating and the community as a direct result of this capital budgets; application. Adoption or approval of hospital operating policies and procedures; Program Summary Approval of certificate of need Based on the information reviewed, staff found applications by or on behalf of the nothing that would reflect adversely upon the hospital; applicant’s character and competence or Approval of hospital debt necessary to standing in the community. finance the cost of compliance with operational or physical plant standards Financial Summary required by law; There are no project costs associated with this Approval of hospital contracts for application. There are no expected changes in management or for clinical services; the daily operations of each healthcare facility, Approval of settlements of utilization, services or beds, or to the revenues administrative proceedings or litigation or expenses of SJH or the Operating Entities as to which the hospital is party, except a direct and immediate result of this project. approval by the members of a not-for- profit corporation of settlements of litigation that exceed insurance coverage or any applicable self- insurance fund; and Approval to participate in the total gross income or net revenue of a medical facility. Project #182217-E Exhibit Page 2 Recommendations Health Systems Agency There will be no HSA recommendation for this project. Office of Primary Care and Health Systems Management Approval contingent upon: 1. Submission of a photocopy of an amended Restated Certificate of Incorporation of St. Joseph's Hospital Health Center, acceptable to the Department. [CSL] 2. Submission of a photocopy of the amended bylaws of Trinity Health Corporation, acceptable to the Department. [CSL] 3. Submission of a photocopy of the amended bylaws of St. Joseph's Hospital Health Center, acceptable to the Department. [CSL] 4. Submission of a photocopy of Trinity Health System's System Authority Matrix, acceptable to the Department. [CSL] Approval conditional upon: 1. The project must be completed within one year 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 December 13, 2018 Project #182217-E Exhibit Page 3 Need and Program Analysis Program Description St. Joseph’s Health, Inc. (SJH) and Trinity Health Corporation (Trinity) seek approval for Trinity to become co-established as the active parent/co-operator of St. Joseph’s Hospital Health Center (SJHHC), a 451- bed, voluntary not-for-profit, Article 28 acute care hospital located at 301 Prospect Avenue, Syracuse (Onondaga County). There is no projected change in authorized services, the number or type of beds, or staffing upon approval of this project. Both entities agree that certain decision-making is best done at the local level by SJH and its operating entities’ Boards of Directors. At the same time, Trinity and SJH recognize the benefits of being part of a national healthcare system and the national parent having the ability to act decisively on behalf of all members of the system in matters that affect the entire system. The corporate organizational structure of Trinity Health Corporation includes health care providers located in New York State, over which Trinity Health Corporation has control. (See Programmatic Attachment A – Trinity Health Facilities in NYS.) Additionally, the corporate organizational structure of Trinity Health Corporation also includes over 93 hospitals and providers located in 21 additional states. (See Programmatic Attachment B – Trinity Health Out-of-State Facilities.) Character and Competence The Board of Directors of Trinity Health Corporation is as follows: Kevin Barnett James Bentley, PhD, Chair Joseph Betancourt, MD Benjamin Carter, Treasurer Melanie Dreher, PhD, RN Sr. Mary Fanning Richard J. Gilfillan, MD, President & CEO Mary Catherine Karl, Vice-Chair George M. Philip Sr. Kathleen Popko Linda S. Ross, Esq., Secretary David Southwell Sr. Joan Marie Steadman Roberta Waite, EdD Larry Warren Sr. Linda Werthman 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 Trinity Health-affiliated facilities. Sources of information included the files, records, and reports found in the New York State Department of Health or reported