DATE: APRIL 23, 2020

TO: SFHS BOARD OF DIRECTORS

FROM: CAROL RAW, CEO

RE: REGULAR MEETING OF THE BOARD

The Board of Directors of St. Francis Health Services will hold the April regular meeting at Longfellow

on

Tuesday, April 28, 2020 6:30 p.m.

If you cannot attend, please call Jeannie at 320/589-2004

Leading with: SFHS Board Members Respect Integrity Alyssa Thooft, Chair Carla Riley, Vice-Chair Commitment Excellence Lori Wiese, Sec/Treasurer Service Stewardship Keith Davison Dan Dripps Vivian Heltemes Expressing Christ’s love by providing care that values every human life. Paul Letendre Elizabeth Meichsner Patrick Nelson Board of Directors Rev. Todd Schneider April 28, 2020 6:30PM Tamela Sperr Regular Meeting Monserrat Vasquez Kenneth Westbrock 6:30PM Opening of meeting A. Call to Order B. Prayer C. Approval of Agenda Action

6:35PM Agenda D. Approval of previous meeting minutes Action E. Recap of March Packet Information F. Update on CoVid-19 Information G. Genevive Membership Participation Agreement, Addendum & MOC Action H. CentraCare Senior Services Proposition Action I. Recess for Subsidiary Board Meetings Action 1. MHS 2. ZHS J. Reconvene St. Francis Meeting Action K. Review of Fiscal Year 2019 990s Information L. Chisholm Health Center Moratorium Exception Project Information M. Left open for potential late agenda items TBD

7:45PM N. Reports Information Strategic Plan Updates 1) Quality Benchmark –MN Report Card 2) VP Financial Services Report a) Consolidated Financials 3) VP Behavioral & Development Services 4) VP Senior Services 5) Corporate Compliance/PEX 6) President/CEO 8:30PM O. Adjournment Action

May 26, July 10-12 Governance Older Adult Services, July 28, September 22, October 27, December 1 Recruitment Meeting: June 23 Retiring Board Members; Vivian Heltemes 1st Term Expires: Carla Riley, Monserrat Vazquez

AGENDA DETAIL C. Action: Approval of Agenda D. Action: Meeting minutes dated January 28, 2020 require review and approval. E. Information: Recap of March Packet A March packet was sent as an alternative to meeting given there were no action items. Briefly, I will review items to answer any outstanding questions. F. Information: Cami Peterson-DeVries will provide a comprehensive update on our Emergency Response Plan related to CoVid-19. Please reference the SFHS website for weekly updates. SFHS SNFs received a total of $635k in emergency relief funds (based on FYE19 Medicare utilization) according to the FFCARE act. PCS received $ in similar funds. G. Action: As discussed last December, the Genevive Membership Participation Agreement & Addendum and additional information on their Model of Care is attached for final approval as it relates to Farmington Health Services & Little Falls Health Services. I had hoped we would be able to include Renville Health Services with both A/ls but given the CoVid-19 issues that became a priority the county was not able to work with Genevive this year. I am even more convinced this is the right direction to move in our effort to obtain referrals from any aspect we can, especially post CoVid-19. I don’t believe there is a negative aspect to participation, given we are becoming a member versus creating our own I-SNP. I recommend we proceed and execute the contract. H. Action: CentraCare Senior Services Proposition If you recall in November 2019, I received a call re: our interest in purchase of an older SNF and new assisted living property owned by CentraCare in Long Prairie MN. Since then the conversation has evolved to a proposal for 5 SNF properties and 8 A/L with a potential for others. CentraCare is looking to partner with a company with similar mission and values. I have had several follow up meetings but of recent, with CoVid-19, we are stymied due to a change in our operational priorities and non-ability to make site visits. I have a call with the executive managing this process Thursday of this week and we hope to come up with a way to continue the movement. Due to the highly confidential nature of this proposition for CentraCare I will share more information during the board meeting. I. Action: Recess for subsidiary corporate meetings: MHS & ZHS • Minutes of Previous Meetings • Advisory Committee member recommendation J. Action: Reconvene SFHS board meeting. K. Information: Review of the 990s for Fiscal Years Ended 06/30/19 and 09/30/19 is possible by accessing the separate links on the SFHS Board Portal. You may recall due the change of our fiscal year end from 06/30/19 to 09/30/19, it was necessary to file both the typical 12 month return and a shorter 3 month return. L. Information: We received notification from the MNDHS that Chisholm Health Center was approved for their $13M construction project. Our next steps will be to finalize drawings and get bids from both of our typically used contractors. I will then bring the project back to you for a full review for a decision as to whether we will proceed. M. Information: Left open for potential late agenda items N. Reports of Strategic Plan Progress (reports accessible through the separate link on the SFHS Board Portal), Quality Benchmarks, Vice-Presidents, Corporate Compliance Officer and President/CEO. See attached reports for each. O. Action: Adjournment. ST. FRANCIS HEALTH SERVICES OF MORRIS DIRECTORS’ MEETING

JANUARY 28, 2020 REGULAR MEETING The Board of Directors of St. Francis Health Services (SFHS) held their regular meeting on January 28, 2020 in the SFHS Conference room. Chair, Alyssa Thooft, called the meeting to order at 6:30 p.m.

Chair Thooft offered a prayer.

PRESENT Alyssa Thooft, Vivian Heltemes, Kenneth Westbrock, Father Schneider, Dan Dripps, Carla Riley, Lori Wiese, Monserrat Vazquez, Tamela Sperr, Paul Letendre, and Patrick Nelson.

Staff: Carol Raw, Will Moncrief, Scot Allen, Chad Meyer, and Jeannie Michaelson.

ABSENT Keith Davison and Elizabeth Meichsner.

AGENDA Vivian Heltemes moved to approve the agenda, motion seconded and carried.

MINUTES Carla Riley moved to approve SFHS’ regular meeting minutes of 12/3/19, motion seconded and carried.

FYE AUDIT Mark Dale, Eide Bailly LLP, presented an overview of the SFHS and Subsidiaries Consolidated financial statements as of September 30, 2018 and 2019, stating the audit was conducted in conformity with auditing standards generally accepted in the US. Dale referenced the two management letters, and reported on the auditor’s communication. He also reviewed in detail the Corrected Misstatements and Uncorrected Misstatements, Environmental Trends, Consolidated Balance Sheet, Days Cash on Hand, Net Days in AR, Long-Term Debt to Capitalization, Consolidated Statement of Operations, Revenues, Total Expenses, Operating Margin, EBITDA, Total Profit Margin, Debit Service Coverage, and SWOT Analysis.

2020 STRATEGIC PLAN Raw reviewed the work of the Strategic Planning Committee and provided an overview of the 2020 Strategic Plan requesting board approval.

MOTION Vivian Heltemes motioned to accept the 2020 Strategic Plan, motion seconded and carried.

GOVERNANCE BOARD Raw requested the SFHS Governance Board Self- SELF-ASSESSMENT Assessment be completed by each board member stating results will be provided at the March meeting.

RECESS Carla Riley moved to recess the SFHS Board meeting, motion seconded and carried, meeting recessed at 7:54p.m.

SFHSmin 1.28.20 1

RECONVENE Patrick Nelson moved to reconvene the SFHS Board meeting, motion seconded and carried, the meeting reconvened at 8:05 p.m.

SFHS/DHS JOINT AUTHOR. Raw discussed the SFHS.2020.1 Resolution stating the VHC RESOLUTION 2020.1 MEP public bond issue financing required joint authorization to complete the transaction. The financing is scheduled to close on Feb 27th at approximately $15M refinancing existing debt of approximately $6.37M (2012 & 2015 projects) refunding project costs covered by SFHS of approximately $7.14M., funding a reserve fund for the Bonds and paying issuance costs of the Bond.

MOTION Father Schneider motioned to approve the SFHS/DHS Joint Authorization Resolution 2020.1, motion seconded and carried.

TERM. CROPLAND RENTAL Raw informed the board that the Gary Hennen family will no AGREEMENT longer farm the acreage west of West Wind Village due to animal presence & related crop damage.

Raw inquired as to the board’s desire of the acreage. Board members suggested reaching out to Stevens County for CRP or the Water & Soils Lab, and Farm Service Agency for methods to keep the weeds controlled.

2020 LIABILITY/PROP./ Raw indicated CNA was not able to counter with a PROFESS. INS. RENEWAL more competitive bid. Bremer Agency secured a renewal option for SFHS with Hanover for $90k less than our CNA renewal premium and $80k (11%) above our expiring premium. The CNA renewal premium bid was $914K or a 23% increase forcing us to move our coverage to Hanover.

CMS 5 STAR RATING Allen reviewed and discussed the CMS 5 Star Rating report, specifically the increased assessment of Civil Monitoring Penalties (CMP) at several care centers.

PIPP PROJECT UPDATE- Allen gave an update on SFHS’ NOW Grant. Allen reviewed the NOW GRANT NOW Project Outcomes: Prevalence of Unexplained Weight Loss, Food Domain of Residents and Food Domain for Families. The 2 year grant began 1/1/19.

VP FINANCE Moncrief reviewed the 11/30/19 SFHS consolidated financial statements and summary reporting an operating loss of (2.23%), Days in A/R of 45.09, total net loss of (2.00%) and Average Occupancy for all of 84.93%.

VP BEHAV. DEV. SERVICES Meyer, VP Behavioral & Developmental Services provided updates of PCS operations.

VP SENIOR SERVICES Allen, VP Senior Services provided updates of senior services subsidiary operations.

CORP COMP & ETHICS Raw stated the Corporate Compliance & Ethics Committee met on January 6, 2020 and asked if members had questions related to the minutes provided. SFHSmin 1.28.20 2 CEO Raw mentioned SFHS’ was provided notice from Leading Age MN they will be presented at the upcoming Institute with an Award of Merit for their Performance Excellence in Aging Services work.

ADJOURNMENT Kenneth Westbrock motioned to adjourn the meeting, motion seconded and carried. Meeting adjourned at 8:50 p.m.

Respectfully submitted,

Lori Wiese, Secretary/Treasurer

Jeannie Michaelson, Recording Secretary

SFHSmin 1.28.20 3

HHS STIMULUS PAYMENTS

AHS $ 32,890.13 BVHC $ 12,689.19 CHC $ 70,100.87 DHS (VHC) $ 120,300.77 FHS (TCC) $ 43,177.46 FHC $ 14,357.63 GAHR $ 75,728.52 KHS $ 30,865.39 LFHS $ 29,898.68 PHS $ 49,117.99 RHS (RCC) $ 49,040.71 MHW (WWV) $ 64,023.38 ZHS $ 42,784.16

TOTAL $ 634,974.88

DEPARTMENT OF HEALTH & HUMAN SERVICES

Relief Fund Payment Terms and Conditions

 The Payment means the funds received from the Public Health and Social Services Emergency Fund (“Relief Fund”). The Recipient means the healthcare provider, whether an individual or an entity, receiving the Payment.  The Recipient certifies that it billed Medicare in 2019; provides or provided after January 31, 2020 diagnoses, testing, or care for individuals with possible or actual cases of COVID-19; is not currently terminated from participation in Medicare; is not currently excluded from participation in Medicare, Medicaid, and other Federal health care programs; and does not currently have Medicare billing privileges revoked.  The Recipient certifies that the Payment will only be used to prevent, prepare for, and respond to coronavirus, and shall reimburse the Recipient only for health care related expenses or lost revenues that are attributable to coronavirus.  The Recipient certifies that it will not use the Payment to reimburse expenses or losses that have been reimbursed from other sources or that other sources are obligated to reimburse.  The Recipient shall submit reports as the Secretary determines are needed to ensure compliance with conditions that are imposed on this Payment, and such reports shall be in such form, with such content, as specified by the Secretary in future program instructions directed to all Recipients.  Not later than 10 days after the end of each calendar quarter, any Recipient that is an entity receiving more than $150,000 total in funds under the Coronavirus Aid, Relief, and Economics Security Act (P.L. 116-136), the Coronavirus Preparedness and Response Supplemental Appropriations Act (P.L. 116-123), the Families First Coronavirus Response Act (P.L. 116-127), or any other Act primarily making appropriations for the coronavirus response and related activities, shall submit to the Secretary and the Pandemic Response Accountability Committee a report. This report shall contain: the total amount of funds received from HHS under one of the foregoing enumerated Acts; the amount of funds received that were expended or obligated for reach project or activity; a detailed list of all projects or activities for which large covered funds were expended or obligated, including: the name and description of the project or activity, and the estimated number of jobs created or retained by the project or activity, where applicable; and detailed information on any level of sub-contracts or subgrants awarded by the covered recipient or its subcontractors or subgrantees, to include the data elements required to comply with the Federal Funding Accountability and Transparency Act of 2006 allowing aggregate reporting on awards below $50,000 or to individuals, as prescribed by the Director of the Office of Management and Budget.  The Recipient shall maintain appropriate records and cost documentation including, as applicable, documentation required by 45 CFR § 75.302 – Financial management and 45 CFR § 75.361 through 75.365 – Record Retention and Access, and other information required by future program instructions to substantiate the reimbursement of costs under

DEPARTMENT OF HEALTH & HUMAN SERVICES

this award. The Recipient shall promptly submit copies of such records and cost documentation upon the request of the Secretary, and Recipient agrees to fully cooperate in all audits the Secretary, Inspector General, or Pandemic Response Accountability Committee conducts to ensure compliance with these Terms and Conditions.  The Secretary has concluded that the COVID-19 public health emergency has caused many healthcare providers to have capacity constraints. As a result, patients that would ordinarily be able to choose to receive all care from in-network healthcare providers may no longer be able to receive such care in-network. Accordingly, for all care for a possible or actual case of COVID-19, Recipient certifies that it will not seek to collect from the patient out-of-pocket expenses in an amount greater than what the patient would have otherwise been required to pay if the care had been provided by an in-network Recipient.

The following statutory provisions also apply:

General Provisions in FY 2020 Consolidated Appropriation

SEC. 202. Executive Pay. None of the funds appropriated in this title shall be used to pay the salary of an individual, through a grant or other extramural mechanism, at a rate in excess of Executive Level II.

SEC. 210. Funding Prohibition for Gun Control Advocacy. None of the funds made available in this title may be used, in whole or in part, to advocate or promote gun control.

SEC. 503. Lobbying

(a) No part of any appropriation contained in this Act or transferred pursuant to section 4002 of Public Law 111–148 shall be used, other than for normal and recognized executive-legislative relationships, for publicity or propaganda purposes, for the preparation, distribution, or use of any kit, pamphlet, booklet, publication, electronic communication, radio, television, or video presentation designed to support or defeat the enactment of legislation before the Congress or any State or local legislature or legislative body, except in presentation to the Congress or any State or local legislature itself, or designed to support or defeat any proposed or pending regulation, administrative action, or order issued by the executive branch of any State or local government, except in presentation to the executive branch of any State or local government itself.

(b) No part of any appropriation contained in this Act or transferred pursuant to section 4002 of Public Law 111–148 shall be used to pay the salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity designed to influence the enactment of legislation, appropriations, regulation, administrative action, or Executive order proposed or pending before the Congress or any State government, State legislature or local

DEPARTMENT OF HEALTH & HUMAN SERVICES

legislature or legislative body, other than for normal and recognized executive-legislative relationships or participation by an agency or officer of a State, local or tribal government in policymaking and administrative processes within the executive branch of that government.

(c) The prohibitions in subsections (a) and (b) shall include any activity to advocate or promote any proposed, pending or future Federal, State or local tax increase, or any proposed, pending, or future requirement or restriction on any legal consumer product, including its sale or marketing, including but not limited to the advocacy or promotion of gun control.

SEC. 506. Prohibits Use of Federal Funds for Abortions.

(a) None of the funds appropriated in this Act, and none of the funds in any trust fund to which funds are appropriated in this Act, shall be expended for any abortion.

(b) None of the funds appropriated in this Act, and none of the funds in any trust fund to which funds are appropriated in this Act, shall be expended for health benefits coverage that includes coverage of abortion.

(c) The term ‘‘health benefits coverage’’ means the package of services covered by a managed care provider or organization pursuant to a contract or other arrangement.

SEC. 507 Limitations on Abortion Funding Prohibition

(a) The limitations established in the preceding section shall not apply to an abortion—

(1) if the pregnancy is the result of an act of rape or incest; or

(2) in the case where a woman suffers from a physical disorder, physical injury, or physical illness, including a life-endangering physical condition caused by or arising from the pregnancy itself, that would, as certified by a physician, place the woman in danger of death unless an abortion is performed.

(b) Nothing in the preceding section shall be construed as prohibiting the expenditure by a State, locality, entity, or private person of State, local, or private funds (other than a State’s or locality’s contribution of Medicaid matching funds).

(c) Nothing in the preceding section shall be construed as restricting the ability of any managed care provider from offering abortion coverage or the ability of a State or locality to contract separately with such a provider for such coverage with State funds (other than a State’s or locality’s contribution of Medicaid matching funds).

(d)(1) None of the funds made available in this Act may be made available to a Federal agency or program, or to a State or local government, if such agency, program, or government subjects

DEPARTMENT OF HEALTH & HUMAN SERVICES

any institutional or individual health care entity to discrimination on the basis that the health care entity does not provide, pay for, provide coverage of, or refer for abortions.

(2) In this subsection, the term ‘‘health care entity’’ includes an individual physician or other health care professional, a hospital, a provider-sponsored organization, a health maintenance organization, a health insurance plan, or any other kind of health care facility, organization, or plan.

Prohibits Use of Funds for Embryo Research

SEC. 508. Prohibits Use of Funds for Embryo Research

(a) None of the funds made available in this Act may be used for—

(1) the creation of a human embryo or embryos for research purposes; or

(2) research in which a human embryo or embryos are destroyed, discarded, or knowingly subjected to risk of injury or death greater than that allowed for research on fetuses in utero under 45 CFR 46.204(b) and section 498(b) of the Public Health Service Act (42 U.S.C. 289g(b)).

(b) For purposes of this section, the term ‘‘human embryo or embryos’’ includes any organism, not protected as a human subject under 45 CFR 46 as of the date of the enactment of this Act, that is derived by fertilization, parthenogenesis, cloning, or any other means from one or more human gametes or human diploid cells.

SEC. 509. Prohibits Promotion of Legalization of Controlled Substances

(a) None of the funds made available in this Act may be used for any activity that promotes the legalization of any drug or other substance included in schedule I of the schedules of controlled substances established by section 202 of the Controlled Substances Act except for normal and recognized executive-congressional communications.

(b) The limitation in subsection (a) shall not apply when there is significant medical evidence of a therapeutic advantage to the use of such drug or other substance or that federally sponsored clinical trials are being conducted to determine therapeutic advantage.

SEC. 515. (b) Prohibits Asking Candidates for Federal Scientific Advisory Committees Their Political Affiliations; Prohibits Distribution of Intentionally False Information

(b) None of the funds made available in this Act may be used to disseminate information that is deliberately false or misleading.

DEPARTMENT OF HEALTH & HUMAN SERVICES

SEC. 520. Pornography.

(a) None of the funds made available in this Act may be used to maintain or establish a computer network unless such network blocks the viewing, downloading, and exchanging of pornography.

(b) Nothing in subsection (a) shall limit the use of funds necessary for any Federal, State, tribal, or local law enforcement agency or any other entity carrying out criminal investigations, prosecution, or adjudication activities.

SEC. 521. Prohibits Funding ACORN or Its Affiliates or Subsidiaries. None of the funds made available under this or any other Act, or any Appropriations Act, may be provided to the Association of Community Organizations for Reform Now (ACORN), or any of its affiliates, subsidiaries, allied organizations, or successors.

SEC. 527. Prohibits Federal Funding for Needle Exchange Except in Limited Circumstances. Notwithstanding any other provision of this Act, no funds appropriated in this Act shall be used to purchase sterile needles or syringes for the hypodermic injection of any illegal drug: Provided, That such limitation does not apply to the use of funds for elements of a program other than making such purchases if the relevant State or local health department, in consultation with the Centers for Disease Control and Prevention, determines that the State or local jurisdiction, as applicable, is experiencing, or is at risk for, a significant increase in hepatitis infections or an HIV outbreak due to injection drug use, and such program is operating in accordance with State and local law.

Government-wide General Provisions

SEC. 718. Propaganda. No part of any appropriation contained in this or any other Act shall be used directly or indirectly, including by private contractor, for publicity or propaganda purposes within the United States not heretofore authorized by the Congress.

SEC. 732. Privacy Act. None of the funds made available in this Act may be used in contravention of section 552a of title 5, United States Code (popularly known as the Privacy Act), and regulations implementing that section.

SEC. 742. Confidentiality Agreements.

(a) None of the funds appropriated or otherwise made available by this or any other Act may be available for a contract, grant, or cooperative agreement with an entity that requires employees or contractors of such entity seeking to report fraud, waste, or abuse to sign internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or contactors from

DEPARTMENT OF HEALTH & HUMAN SERVICES

lawfully reporting such waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

(b) The limitation in subsection (a) shall not contravene requirements applicable to Standard Form 312, Form 4414, or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

SEC. 743. Nondisclosure Agreements

(a) No funds appropriated in this or any other Act may be used to implement or enforce the agreements in Standard Forms 312 and 4414 of the Government or any other nondisclosure policy, form, or agreement if such policy, form, or agreement does not contain the following provisions: “These provisions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by existing statute or Executive order relating to (1) classified information, (2) communications to Congress, (3) the reporting to an Inspector General of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory provisions are incorporated into this SEC. 743. (a) No funds appropriated in this or any other Act may be used to implement or enforce the agreements in Standard Forms 312 and 4414 of the Government or any other nondisclosure policy, form, or agreement if such policy, form, or agreement does not contain the following provisions: “These provisions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by existing statute or Executive order relating to (1) classified information, (2) communications to Congress, (3) the reporting to an Inspector General of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory provisions are incorporated into this agreement and are controlling.”: Provided, That notwithstanding the preceding provision of this section, a nondisclosure policy form or agreement that is to be executed by a person connected with the conduct of an intelligence or intelligence-related activity, other than an employee or officer of the United States Government, may contain provisions appropriate to the particular activity for which such document is to be used. Such form or agreement shall, at a minimum, require that the person will not disclose any classified information received in the course of such activity unless specifically authorized to do so by the United States Government. Such nondisclosure forms shall also make it clear that they do not bar disclosures to Congress, or

DEPARTMENT OF HEALTH & HUMAN SERVICES

to an authorized official of an executive agency or the Department of Justice, that are essential to reporting a substantial violation of law.

(b) A nondisclosure agreement may continue to be implemented and enforced notwithstanding subsection (a) if it complies with the requirements for such agreement that were in effect when the agreement was entered into.

(c) No funds appropriated in this or any other Act may be used to implement or enforce any agreement entered into during fiscal year 2014 which does not contain substantially similar language to that required in subsection (a).

SEC. 744. Unpaid Federal Tax Liability. None of the funds made available by this or any other Act may be used to enter into a contract, memorandum of understanding, or cooperative agreement with, make a grant to, or provide a loan or loan guarantee to, any corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless a Federal agency has considered suspension or debarment of the corporation and has made a determination that this further action is not necessary to protect the interests of the Government.

SEC. 745. Criminal Felony Limitation. None of the funds made available by this or any other Act may be used to enter into a contract, memorandum of understanding, or cooperative agreement with, make a grant to, or provide a loan or loan guarantee to, any corporation that was convicted of a felony criminal violation under any Federal law within the preceding 24 months, where the awarding agency is aware of the conviction, unless a Federal agency has considered suspension or debarment of the corporation and has made a determination that this further action is not necessary to protect the interests of the Government.

Other Appropriations Provisions

42 U.S.C. 289d note No funds appropriated under this Act or subsequent Departments of Labor, Health and Human Services, and Education, and Related Agencies Appropriations Acts shall be used by the National Institutes of Health, or any other Federal agency, or recipient of Federal funds on any project that entails the capture or procurement of chimpanzees obtained from the wild. For purposes of this section, the term ‘recipient of Federal funds’ includes private citizens, corporations, or other research institutions located outside of the United States that are recipients of Federal funds.

Other Statutory Provisions

DEPARTMENT OF HEALTH & HUMAN SERVICES

Trafficking in Persons This award is subject to the requirements of Section 106 (g) of the Trafficking Victims Protection Act of 2000, as amended (22 U.S.C. 7104) a. Provisions applicable to a recipient that is a private entity. 1. You as the recipient, your employees, subrecipients under this award, and subrecipients' employees may not i. Engage in severe forms of trafficking in persons during the period of time that the award is in effect; ii. Procure a commercial sex act during the period of time that the award is in effect; or iii. Use forced labor in the performance of the award or subawards under the award. 2. We as the Federal awarding agency may unilaterally terminate this award, without penalty, if you or a subrecipient that is a private entity – i. Is determined to have violated a prohibition in paragraph a.1 of this award term; or ii. Has an employee who is determined by the agency official authorized to terminate the award to have violated a prohibition in paragraph a.1 of this award term through conduct that is either- A. Associated with performance under this award; or B. Imputed to you or the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, "OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," as implemented by our agency at 2 CFR part 376. b. Provision applicable to a recipient other than a private entity. We as the Federal awarding agency may unilaterally terminate this award, without penalty, if a subrecipient that is a private entity- 1. Is determined to have violated an applicable prohibition in paragraph a.1 of this award term; or 2. Has an employee who is determined by the agency official authorized to terminate the award to have violated an applicable prohibition in paragraph a.1 of this award term through conduct that is either i. Associated with performance under this award; or ii. Imputed to the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, "OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," as implemented by our agency at 2 CFR part 376 c. Provisions applicable to any recipient. 1. You must inform us immediately of any information you receive from any source alleging a violation of a prohibition in paragraph a.1 of this award term 2. Our right to terminate unilaterally that is described in paragraph a.2 or b of this section: i. Implements section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 U.S.C. 7104(g)), and ii. Is in addition to all other remedies for noncompliance that are available to us under this award.

DEPARTMENT OF HEALTH & HUMAN SERVICES

3. You must include the requirements of paragraph a.1 of this award term in any subaward you make to a private entity. d. Definitions. For purposes of this award term: 1. "Employee" means either: i. An individual employed by you or a subrecipient who is engaged in the performance of the project or program under this award; or ii. Another person engaged in the performance of the project or program under this award and not compensated by you including, but not limited to, a volunteer or individual whose services are contributed by a third party as an in-kind contribution toward cost sharing or matching requirements. 2. "Forced labor" means labor obtained by any of the following methods: the recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery. 3. "Private entity": i. Means any entity other than a State, local government, Indian tribe, or foreign public entity, as those terms are defined in 2 CFR 175.25. ii. Includes: A. A nonprofit organization, including any nonprofit institution of higher education, hospital, or tribal organization other than one included in the definition of Indian tribe at 2 CFR 175.25(b). B A for-profit organization. 4. “Severe forms of trafficking in persons," "commercial sex act," and "coercion" have the meanings given at section 103 of the TVPA, as amended (22 U.S.C. 7102)

Whistleblower Protections You are hereby given notice that the 48 CFR section 3.908, implementing section 828, entitled “Pilot Program for Enhancement of Contractor Employee Whistleblower protections,” of the National Defense Authorization Act (NDAA) for Fiscal Year (FY) 2013 (Pub. L. 112-239, enacted January 2, 2013) applies to this award.

Human Subjects Protections If any activities under this project will involve human subjects in any research activities, you must provide satisfactory assurance of compliance with the participant protection requirement of the HHS/OASH Office of Human Research Protection (OHRP) prior to implementation of those research components. This assurance should be submitted to the OHRP in accordance with the appropriate regulations.

Fraud, Abuse and Waste: The HHS Inspector General accepts tips and complaints from all sources about potential fraud, waste, abuse, and mismanagement in Department of Health and Human Services' programs.

DEPARTMENT OF HEALTH & HUMAN SERVICES

Your information will be reviewed promptly by a professional staff member. Due to the high volume of information that they receive, they are unable to reply to submissions. You may reach the OIG through various channels. Internet: https://forms.oig.hhs.gov/hotlineoperations/index.aspx Phone: 1-800-HHS-TIPS (1-800-447-8477) Mail: US Department of Health and Human Services Office of Inspector General ATTN: OIG HOTLINE OPERATIONS PO Box 23489 Washington, DC 20026 For additional information visit https://oig.hhs.gov/fraud/report-fraud/index.asp Genevive Membership Participation Agreement

This AGREEMENT (the “Agreement) is made effective on January 1, 2021 (the “Effective Date”), by and between Geriatric Services of Minnesota, a limited liability corporation, doing business as Genevive (Genevive) and ______(“Member”), an Assisted Living (AL), Skilled Nursing Facility (SNF), or Assisted Living and Skilled Nursing Facility Campus (Campus). Genevive and Member may be referred to individually as a “Party” and collectively as the “Parties” in this Agreement.

SECTION I. PURPOSE OF THIS AGREEMENT

Genevive serves as the administrative agent for the Genevive Care System (as defined in section 3.4), which will function as an integrated system of care for Covered Persons receiving care at Member locations. The purpose of membership in Genevive’s Care System is to align clinical care delivery, financial considerations, and inter-organizational relationships among the Members to better and more effectively serve a population of patients.

Through financial integration, Genevive will contract with Payors to provide care management services and take on capitalized risk of providing health care services to Covered Persons. Through clinical integration, Genevive and the Members will coordinate care delivery, provide metric reporting, share quality data, and make further improvements in patient health management.

SECTION II. OVERVIEW OF THE GENEVIVE CARE SYSTEM

The Genevive Care System will accomplish the goals stated above by collaboratively providing services to individuals as contracted for in Genevive Payor Contracts (as defined in section 3.6).

Genevive will serve as network manager and contracting agent for the Genevive Care System. The Genevive Care System’s network will be formed through contracts between Genevive and the Members who will participate in the Genevive Care System. The physician component of the Care System’s network will be provided by participating Genevive physicians and the hospital component of the network will be provided primarily by hospitals that Genevive is affiliated with, subject to appropriate placement based on clinical considerations and patient choice.

Genevive will negotiate and enter into Genevive Payor Contracts on behalf of itself as provided in Section IV of this Agreement.

Genevive acknowledges that Member is a health care facility and, as such, must abide by the Ethical and Religious Directives for Catholic Health Care Services as promulgated from time to time by the United States Conference of Catholic . Member and Genevive do not anticipate that challenges will arise due to Member’s Catholic identity, and commit to work cooperatively and respectfully to resolve any such conflicts that may arise in a manner that preserves Member’s Catholic identity.

1 SECTION III. DEFINITIONS

3.1. “Covered Persons” means those persons who are eligible to receive Covered Services under a Genevive Payor Contract.

3.2. “Covered Services” means those services which Genevive is responsible for providing or arranging, under a Genevive Payor Contract, with regard to Covered Persons.

3.3. “Genevive Care Model” means the systemized approach by which the Genevive Care System, through the Genevive Care System Members, will provide and manage the provision of Covered Services under Genevive Payor Agreements. The Genevive Care Model will be studied and improved over time, and includes such elements as:

• clinical care principals, care and case management approaches, and care protocols; • utilization management and quality improvement and measurement programs and quality standards to ensure the provision of medically necessary and appropriate care; and • policies to maximize effectiveness and cost-efficiency through appropriate use of the Care System Members, and through appropriate clinical referrals when outside care is needed.

3.4. “Genevive Care System” means the clinically integrated delivery system formed under this and other agreements, under which physicians, hospitals, clinics, and Members provide a broad range of health care and related services to populations of Covered persons covered under Genevive Payor Contracts.

3.5. “Genevive Care System Provider” means a Member, a Genevive participating physician, nurse practitioner, or physician assistant.

3.6. “Genevive Payor Contract” means any contract between Genevive and a Payor under which Genevive is obligated to provide or arrange for a range of health care services, and which is approved as a Genevive Payor Contract pursuant to section 4.3 of this Agreement.

3.7. “Genevive Membership and Participation Agreement” means this Agreement.

3.8. “Payor” means any purchaser of health care services, including but not limited to a health maintenance organization, a nonprofit health service plan company, and insurance company, a community integrated service network, a self-insured employee benefit plan, a coalition of self-insured and/or insured employers, and an agency of the federal, state, or local governments, that offers or provides health care benefits to persons covered under a plan maintained by such purchaser.

SECTION IV. CONTRACTING WITH PAYORS

4.1. Genevive’s Role in Locating and Bringing Forward Proposed Genevive Payor Contracts. Genevive will pursue opportunities to contract, on behalf of the Genevive Care System, with Payors seeking a network of AL’s and SNF’s to deliver a continuum of health care services to a defined patient population covered by the Payor. In the event Genevive identifies such an opportunity and believes it to be advantageous to the Genevive Care System, it may enter into negotiations with the Payor to enter into a Genevive Payor Contract.

2

4.2. Network of AL’s and SNF’s. a) Members. Any proposed Genevive Payor Contact negotiated by Genevive must include Members in the network of the Genevive Care System, except where the nature of the Payor of the population of Covered Persons makes that impracticable (for instance, if the Payor covers persons located in a particular county and Members are located in a different county). In the event Genevive enters into a Genevive Payor Contract on behalf of the Genevive Care System, each Member agrees to be bound by all applicable provisions of such Genevive Payor Contract.

4.3. Entering into Genevive Payor Contracts. In the event Genevive approves a Payor Contract on behalf of the Genevive Care System, Genevive has the authority to enter into such Genevive Payor Contract on behalf of itself and as agent for the Genevive Care System Members.

4.4 Relationship of Genevive Payor Contract to this Agreement. Member acknowledges that provisions of a Genevive Payor Contract may, but need not, be imposed upon Members through the addition to this Agreement of a separate attachment, incorporating all or some of the provisions in such Genevive Payor Contract that apply to Members. Such an attachment may include provisions relating to reimbursement amounts and procedures, other administrative matters, provisions required to satisfy regulatory requirements or other requirements of the applicable Payor, or other provisions pertaining to the obligations or rights of Members under the Genevive Payor Contract. The addition to this Agreement of such an attachment shall be treated as an amendment of this Agreement under section 10.1(a) of this Agreement. If requested by Genevive, Members will execute such attachment. Members further acknowledge that such attachment may take effect, and be fully incorporated into this Agreement, without being executed by Members, provided that the attachment is consistent with the Genevive Payor Contract under section 4.3 of this Agreement, and provided that a copy of the attachment is sent to Members.

4.5 Non-exclusivity as to Members. This Agreement is nonexclusive. Member is free to enter into contracts with Payors and with other networks that do not include Genevive or the Genevive Care System. Genevive will not act as agent or have any other role, right or responsibility with regard to Member contracting in contexts or arrangements outside of the Genevive Care System. This Agreement does not require Member to coordinate its contracting activities, outside the Genevive Care System context, with Genevive or any other Genevive Care System Member. Member warrants that it will not engage in such coordination in circumstances where applicable law forbids it.

4.6 Non-exclusivity as to Genevive. Genevive is free to enter into contracts with Payors that do not include Members.

SECTION V. OBLIGATIONS AND RESPONSIBILITIES OF AL AND SNF MEMBER

5.1 Provision of Covered Services. Pursuant to Genevive Payor Contracts applicable to Member, Member will provide to Covered Persons those Covered Services within the scope of Member’s licensure or other legal authority and within Member’s competence. In so doing, Member will adhere to the applicable requirements of such Genevive Payor Contracts, pursuant to section 4.2 of this Agreement.

5.2 Availability of Services. Member will provide Covered Services, as described under section 5.1 of this Agreement, twenty-four (24) hours per day, seven (&) days per week or, with Genevive’s approval, make arrangements reasonably satisfactory to Genevive for Covered Services to be provided during those hours or days during which Member is not providing Covered Services.

5.3 Non-discrimination. Member will:

3 a) provide services to Covered Persons in the same manner and within the same time availability as offered its other patients; b) not discriminate against any patient by reason of the fact that the patient is a Covered Person; and c) not discriminate against any Covered person(s) because of race, color, creed, national origin, ancestry, religion, sex, marital status, sexual orientation, or age; provided, that Member’s clinical specialization.

5.4 Relationship to Patients. Member agrees and warrants that it shall be and remain subject to all of the same duties, liabilities, and responsibilities toward Covered Persons as exist generally between a health care professional or facility and his, her, or its patients.

5.5 Cooperation with Genevive. Member will cooperate with Genevive when Genevive is acting within the scope of its authority under this Agreement.

5.6 Quality Improvement and Utilization Management. A goal of all Parties participating in the Genevive Care System is the development and implementation of a means of delivering health care services in a manner that promotes high quality, cost effective health care. To that end, Member will cooperate fully with the implementation of the Genevive Care Model (including, without limitation, administrative procedures, protocols related to AL and SNF-based care, hospital admissions, referrals, clinical pathways and outcomes measurements), and abide by the duly authorized decisions of Genevive concerning any outcomes measurements and other programs that may be established from time to time to promote the provision of high quality health care services by Member to Covered Persons and to monitor and control the utilization and cost of Covered Services rendered to Covered Persons by Member. Specifically: a) Member shall cooperate with Genevive in facilitating the delivery of after-hours on call and triage health care services for Covered Members by Genevive Care System Providers. b) Member will participate in the tracking of outcome and process data linked to specific quality and outcome measures. c) Member will participate on Genevive Stakeholder’s Committees as appropriate to identify opportunities for improving the delivery of patient care and the achievement of patient outcomes and share data related to Genevive business. This shall include Member participation in a requested clinical quality committee or other advisory meetings established by Genevive for the development, implementation and enforcement of clinical standards and protocols., discussion of quality reports, the clinical integration of quality benchmarks into the Genevive Care Model, or for the discussion of other operational topics to be addressed by the Genevive Care System. Genevive expects to hold such advisory meetings on a routine basis for the benefit of the Members. d) Member will designate a Medical Director who shall be responsible for acting as a liaison with Genevive in order to facilitate Genevive Care Model implementation and promote the Parties’ shared goals of delivering health care services in a manner that promotes high quality, cost effective health care. Member may, but is not required to, contract with Genevive for the provision of Medical Director services. e) Member will comply with minimum Covered Person enrollment targets established by Genevive. As of the Effective Date, minimum enrollment targets are fifteen (15) Covered Persons within twelve months of a Member facility joining the Genevive Care System.

4 f) At Genevive’s request, Member will cooperate in a research studies or protocols regarding the Genevive Care Model.

g) At Genevive’s request, Member will allow up to three (3) onsite Genevive educational activities per year.

h) The Parties acknowledge and agree that nothing in this Agreement or in the Genevive Care Model is intended as an incentive to reduce or limit medically necessary services for Covered Persons. Member further acknowledges that failure to adhere to the Genevive Model of Care and its clinical standards and protocols may result in progressive educational and/or remedial actions, including the possibility of expulsion from the Genevive Care System.

5.7 Support of the Genevive Care System. Member will promote the long-term success of the Genevive Care System by actively cooperating with Genevive in its efforts to encourage enrollment of Genevive Covered Persons. The Parties acknowledge and agree that any Covered Person shall be eligible to participate in the Genevive Care System, and that the Parties will monitor the enrollment of Covered Persons to ensure that Covered Persons are provided equal and non-discriminatory access to the Genevive Care System. Member and Genevive shall comply with all applicable Medicare Marketing Guidelines in connection with Genevive Care System enrollment activities.

5.8 Compliance with Payor Requirements. Member will comply with all applicable Payor requirements pertaining to facilities, including, but not limited to, the following:

a) Member shall establish and follow appropriate policies and procedures to guide care quality care delivery.

b) Member shall establish and follow appropriate policies and procedures to ensure Member is able to deliver all elements of the Genevive Care Model.

c) Member shall attest to its review of any and all applicable Payor policies, including, but not limited to, utilization management/prior authorization, individual care plan development, interdisciplinary teaming, health risk assessments, advanced directives and patient transfers.

d) Member shall complete any required Payor validation tool or process.

Specific Payor requirements may also be included in an appropriate attachment to this Agreement pursuant to Section 4.4.

5.9 Liability Insurance. Member has procured and will maintain throughout the term of this Agreement, at its own cost and expense, a policy of professional liability insurance providing coverage of at least $1,000,000 per occurrence or $3,000,000 aggregate or such greater amount time to time furnish to Genevive, promptly upon its request, evidence of initial and continued compliance with the provisions of this Section.

5.10 Access to Records: a) Member will share medical records with Genevive Care System as necessary to promote continuity of care within the Genevive Care System and to fully and optimally implement the Genevive Care Model.

5

b) Member shall make medical, billing and administrative records relating to Covered Services provided under this Agreement available to Genevive and, as requested by Genevive, to the applicable Payor. Such access shall be afforded during regular business hours and upon reasonable notice. In the event Genevive or a Payor requests copies of any such records, the copies shall be provided within fourteen (14) days of the request. Member may impose a reasonable charge for such copies.

c) Member will adhere to all applicable laws and regulations governing maintenance and release of patient medical records including the privacy and security of individually identifiable health information as required by the Health Insurance Portability and Accountability Act of 1996 (“HIPPA) and the Health Information Technology for Economic and Clinical Health Act (“HITECH ACT”) as applicable.

5.11 Coverage Verification. Prior to rendering Covered Services to a Covered Person, Member will verify the eligibility of the Covered Person under the applicable Genevive Payor Contract.

5.12 Cooperation with Genevive and Payor Credentialing Programs. Member acknowledges that Genevive may operate a credentialing program in connection with participation in the Genevive Care System. Genevive may agree as part of a Genevive Payor Contract that all Genevive Care System Members will be credentialed by the Payor as a prerequisite for such Genevive Care System Members to participate under the Genevive Payor Contract, and/or that the credentialing function will be divided in some way between Genevive and the Payor pursuant to a formal or informal delegation agreement between them. In any event, Member will cooperate fully with the applicable credentialing programs of Genevive and Payors.

5.13 Maintenance of Licenses and Program Participation. Member represents that it is licensed or otherwise legally authorized to provide the type of Covered Services Member hereby contracts to provide, that it is authorized to participated and participates as a Member in the Medicare and Minnesota Medical Assistance programs, and that it will act to keep such legal authorization and program participation status in effect during the tern of this Agreement.

5.14 Notice of Significant Events. Member will provide notice to Genevive, as provided in section 10.6 of this Agreement, within ten (10) days after learning of:

a) Any loss, suspension or restriction of its legal right to provide Covered Services or participation status in the Medicare or Medical Assistance programs;

b) Any loss, suspension or restriction of its license, certification, accreditation or other qualification necessary to provide Covered Services.

c) Being named as a defendant in litigation or otherwise involved in any formal governmental administrative proceeding alleging that Member has committed fraud or abuse or other similar allegations; or

d) Any claim asserted against Member or lawsuit brought against Member by a Covered Person relating to the health care services provided by Member to the Covered Person;

e) Any loss, cancellation or material modification of Member’s liability insurance required under Section V of this Agreement

6 At the request of the Party about whom information was provided under this section, the Party receiving such information will not disseminate non-public information received under this section to any third party, except as legally or contractually required. Also, at the request of the Party about whom information was provided under this section, the Party receiving such information will not disseminate non-public information obtained under this section to others within their organization, except to the extent the person or entity receiving such information has a reasonable need to know the information.

5.15 Proprietary Data:

a) Member acknowledges that the following information is confidential, and will not be shared by Member outside of the Genevive Care System without Genevive’s permission unless legally required: i. Genevive financial model, gain sharing arrangements, and financial performance; ii. Outcomes or consumer satisfaction data related to Covered Services provided to Covered Persons; iii. Pending Genevive marketing plans, including without limitation the contemplated addition of a Member; iv. The Genevive Care Model; and b) Member may share information described in paragraph a) within its corporation and with its employees and agents, to the extent reasonably necessary. Genevive may also share information about the Genevive financial model and gain sharing arrangements in order to comply with applicable regulatory requirements.

5.16. Coordination of Benefits. If a Covered Person has other health coverage, Member agrees to assist Genevive in coordinating benefits with other carriers pursuant to standard insurance practices and as provided in the applicable Genevive Payor Contract, and to waive any claim against third party payors that may exist. Member agrees to give permission and furnish assistance to Genevive in the billing of any third party payor on the Genevive Care System’s behalf and to execute any documents that may reasonably be necessary or appropriate for that purpose.

5.17. Participation in Training Program. As reasonably requested by Genevive, member will participate in training sessions identified by Genevive as pertinent to such Member’s duties under this Agreement, with regard to such matters as care management, treatment protocols, utilization management and billing, among others. Members will use their best efforts to arrange for their personnel responsible for the duties to be addressed at a particular program to attend that program. Genevive would request at minimum three onsite educational activities per year in partnership with Member.

5.18. Cooperation with Conflict of Interest Policy. Member will adhere to conflict of interest policy or requirements established by Genevive.

SECTION VI. MEMBER FINANCIAL PARTICIPATION

6.1 Payment for Providing Covered Services. Member will be paid for providing Covered Services by Genevive or the applicable Payor according to the Member’s individual health plan arrangements for Medicare Days and other services. Medicare Day Reporting Criteria is outlined in Addendum B.

6.2 Participation in gain sharing for Members. Member may participate in any applicable gain sharing, adopted by the Genevive Care System as referenced in Addendum A.

7 6.3 Risk of Non-payment.

a) In the event the applicable Payor does not make payment for a Covered Service, Member agrees not to seek payment from any Covered Person, any other Genevive Care System Member or from Genevive. b) The other Genevive Care System Members are intended third party beneficiaries of section 6.3(a) of this Agreement. Genevive warrants that each other Member Genevive Membership and Participation Agreement will include a provision in which such Genevive Care System Member will similarly agree not to seek payment from Member in the event of nonpayment by a Payor, and will similarly agree that Member is an intended third party beneficiary of such provision.

SECTION VII. OBLIGATIONS AND RESPONSIBILITIES OF GENEVIVE

7.1 Overview. Genevive will act as a network manager and contracting agent and “legal entity” for the Genevive Care System as provided under this Section VII.

7.2 Maintenance of Contracts with Genevive Care System Members. Genevive will form the Genevive Care System by entering into Genevive Membership and Participation Agreements with Members to act as Genevive Care System Members. Genevive’s role includes the following, as needed:

a) Acting as contracting agent for the Genevive Care System, as provided in Section IV of this Agreement; b) Providing overall administrative support and network coordination, including without limitation: • providing the day-to-day management of the Genevive Care System; • assuring that administrative support in connection with the Genevive Care System is accessible by Genevive Care System Members; • developing and assuring adherence to an overall work plan for effective implementation of Genevive Payor Contracts, including underwriting, contract negotiations, and contract settlements; • preparing and managing annual and long-range business plans and processes; • establishing and maintaining a Genevive Care System office; • maintaining a Genevive Care System identity that will, in appropriate products, serve as a focal point for calls and questions from Covered Persons and their families; • representing the Genevive Care System with health plans, vendors and other external audiences (this included, but is not limited to, assisting Genevive Care System Members in pursuing claims matters with health plans regarding Covered Services, as reasonably requested by such Genevive Care System Members); • providing detailed support necessary for contract administration; • supplying requested information to Payors and Genevive Care System Members, as appropriate, including such things as the maintenance and communication of vendor lists, membership lists, etc.; and

8

• serving as the focal point for training efforts (providing training directly or arrange for others to provide training) necessary to implement the Genevive Care System Model of Care and payor contracts. c) Providing clinical direction, by providing or arranging for an appropriate Genevive Care System Clinical Leader who will: • support the philosophical and operational principles of the Genevive Care Model; • work with the Genevive Care System Members and Providers, including physicians, nurse practitioners and facilities, regarding the attainment and maintenance of quality clinical services for enrolled members; and • coordinate and communicate with Member Medical Directors as a clinical liaison to promote the implementation of the Genevive Care Model and the shared goals of the Genevive Care System. d) Providing financial and utilization reporting and analysis, including without limitation:

• maintaining appropriate financial reporting mechanisms to support effective management of Genevive Care System products; • preparing periodic financial reports and associated analysis; • developing and maintaining appropriate utilization reports; • designing and maintaining reporting systems necessary to support fund balance administration; • preparing reports as necessary to support Genevive Care System internal and external audit processes; • developing and maintaining reporting systems necessary to monitor revenues owed by payors to the Genevive Care System, and producing such reports on a periodic basis; • preparing annual and long-range financial forecasts; • Providing overall financial management oversight to the Genevive Care System products. e) Providing cash management services, including without limitation: • administering the fund balance; • disbursing funds and reconciling accounts according to the applicable Genevive Care System gain sharing payment models; and • investing reserve funds of the Genevive Care System. f) Playing the lead role with regard to education and enrollment, including without limitation: • serving as liaison between Members and Payors for education and enrollment processes; • directing public relations activities; attending public forums, community health fairs, facility enrollment meetings, newsletter development, etc., to promote the Genevive Care System; and • developing, providing and supporting educational training on the marketing efforts and enrollment process.

9

SECTION VIII TERM AND TERMINATION

8.1 Initial Term and Renewal Terms. This Agreement shall have an Initial Term of two (2) years from the Effective Date. This Agreement will automatically renew for successive one (1) year terms (each a “Renewal Term”), unless either Party provides ninety (90) days’ written notice to the other Party of its decision not to renew this Agreement.

8.2. Termination Without Cause. Either Party may terminate this Agreement with or without cause, upon ninety (90) days written notice to the other Party.

8.3 Termination for Breach. Either Party may terminate this Agreement for any breach of this Agreement by the other Party upon at least thirty (30) days prior written notice by the terminating Party, unless such breach is cured to the reasonable satisfaction of the terminating Party within such thirty (30) day period.

8.4 Immediate Termination. This Agreement may be terminated immediately upon any of the following events:

a) This Agreement may be terminated immediately by either Party if the other Party commits an act of bankruptcy within the meaning of the bankruptcy, receivership, insolvency, reorganization, dissolution, liquidation or other similar proceedings under either state or federal laws.

b) Genevive may terminate this Agreement immediately upon the loss, suspension or material restriction on Member’s license, certification, accreditation, or other required qualification to provide services to Covered Persons under this Agreement.

c) Genevive may terminate this Agreement immediately upon Member’s failure to maintain required liability insurance in accordance with Section V. of this Agreement.

d) Genevive may terminate this Agreement immediately upon the termination of the Genevive Payor Contract pursuant to which a sufficient number of Covered Persons (as determined by Genevive) participate in the Genevive Care System.

8.5 Continuing Obligation to Provide Covered Services Upon Termination. Upon non-renewal or termination of this Agreement by either Party without cause Genevive may, at its sole discretion, require Member to continue providing Covered Services under this Agreement to Covered Persons who are covered through any Genevive Payor Contract that was in effect prior to the delivery of Member’s notice of termination, if such a continuing obligation to provide Covered Services is provided under the applicable Genevive Payor Contract, or is necessary due to continuity of care or network access requirements. However, such a requirement imposed by Genevive cannot require Member to provide care more than twelve (12) months after the delivery of a notice of termination. While Member is providing care under this paragraph, the rights and obligations of the Parties, including without limitation the right to be paid for providing Covered Services, shall continue to be as set forth in this Agreement.

8.6. Other Rights and Obligations Upon Termination. After termination of this Agreement, the Parties shall:

a) cease referring, in their respective marketing activities, to Member as a participant in the Genevive Care System; and

10

b) return to the other Party any confidential or proprietary information belonging to such other Party; provided, however, that with the other Party’s written permission, which may not be unreasonably withheld, such information may be destroyed rather than returned. This section 8.6 (b) is not intended to force either Party to surrender information needed to comply with any law requiring retention of medical records or claims information, or needed to pursue unresolved claims issues.

8.7. Exclusion from New Genevive Payor Contracts After Notice of Termination. Notwithstanding section 4.2 of this Agreement, after Member has given or received a notice of termination this Agreement, it will not be included in the Genevive Care System network used in the new Genevive Payor Contracts.

SECTION IX. INDEMNIFICATION

9.1. Indemnification by Genevive. Genevive shall indemnify, defend and hold Member harmless from any claims, liability, loss, demands, costs and expenses of any kind, including reasonable attorneys’ fees and disbursements, which Member may hereinafter incur, sustain or be required to pay by reason of any act or omission of Genevive or a servant, agent or employee of Genevive and arising out of Genevive’s performance or failure to perform its obligations under this Agreement.

9.2 Indemnification by Member. Member shall indemnify, defend and hold Genevive harmless from any claims, liability, loss, demands, costs and expenses of any kind, including reasonable attorneys’ fees and disbursements, which Genevive may hereinafter incur, sustain or be required to pay by reason of any act or omission of Member or a servant, agent or employee of Member and arising out of Member’s performance or failure to perform its obligations under this Agreement.

SECTION X. MISCELLANEOUS PROVISIONS

10.1. Amendment.

a) This Agreement may be amended only as follows:

i. at any time by mutual agreement of the Parties, by written document executed by both Parties;

ii. by Genevive, to add additional or modified terms applicable to a particular Genevive Payor Agreement, pursuant to section 4.4 of this Agreement;

iii. by Genevive, if reasonably determined by Genevive to be necessary to comply with any applicable law or regulation;

10.2. Use of Member Name in Marketing. Member agrees that Genevive and Payors may list Member’s name, address, telephone number, and services provided in any listings, rosters, brochures and other writings as may be determined by Genevive and the Payors.

10.3. Relationship of the Parties.

11

a) This Agreement creates an independent contractor relationship between the Parties. The Parties are not joint ventures or partners.

b) Although this Agreement does make Genevive agent of Member for the limited purpose of negotiating and entering into Genevive Payor Agreements on behalf of the Genevive Care System Members, the Parties do not intend that this agency relationship establishes a fiduciary relationship between Genevive and Member. Member’s interest is intended to be protected through the policy-making and oversight responsibilities assigned under this Agreement to the Genevive Care System. Moreover, Member understands and acknowledges that decisions with regard to contracting models with Payors will be based upon the interests of the Genevive Care System as a whole, rather than the particular interests of Member.

10.4. No Third Party Beneficiaries. Except as specifically provided herein, there are no intended third party beneficiaries of this Agreement.

10.5. Dispute Resolution. In the event that any dispute arises between the Parties in connection with this Agreement, the Parties shall meet and confer in good faith to resolve such dispute. In the event such informal efforts do not resolve the dispute, the dispute shall be resolved by binding arbitration. Any of the Parties to the dispute may submit the dispute to binding arbitration pursuant to the rules of the American Arbitration Association and applicable provisions of Minnesota law. The award of the arbitrator shall be final and binding upon the Parties, and either Party may have such award entered as judgment by any court of competent jurisdiction. This provision shall survive the termination of this Agreement. This section applies to disputes relating to the termination of this Agreement, but the pendency of an arbitration proceeding shall not prevent a termination from taking effect pursuant to Section VIII of this Agreement.

10.6. Notice. All notices, communications, payments, and other documents required or permitted by this Agreement shall be conclusively deemed to be given if the same are personally delivered to or place in an envelope which is sent by registered or certified United States mail, postage prepaid and addressed to:

Genevive Attention: CEO 3433 Broadway Street NE, Suite 300 Minneapolis, MN 55413 and to Member at its address set forth at the end of this Agreement, or to any other address for either Party as to which that Party may notify the other as provided above.

10.7. Forbearance is Not Waiver. The failure of either Party to insist upon the strict observance or performance of any provision of this Agreement or to exercise any right or remedy shall not impair or waive any such right or remedy.

10.8. Assignment of this Agreement. This Agreement may not be assigned by either Party without the written consent of the other Party. Any assignment shall be effective on or after the beginning of a calendar year, upon notice of at least one-hundred twenty (120) days prior to the end of the previous calendar year.

10.9. Governing Law. This Agreement and the rights and obligations of the Parties hereto shall be governed by and construed under the laws of the State of Minnesota.

12 10.10. Audit Rights. Each Party or its designated agent shall, upon reasonable notice and during ordinary business hours, have full and complete access to any records, materials or information owned or maintained by the other Party and relevant to that other Party’s performance of this Agreement. Such audit may be preconditioned on the execution of a confidentiality agreement by the auditor or the presence of other reasonable assurance that the auditor will maintain confidentiality. The Party requesting the audit shall reimburse the other Party for the reasonable cost of staff time and other expenses incurred as a direct result of the audit.

10.11. Counterparts. This Agreement may be executed in counterparts, which, when taken together, shall constitute one and the same Agreement.

10.12. Entire Agreement. Except as otherwise expressly provided herein, this Agreement embodies the entire agreement between Genevive and Member concerning the subject matter of this Agreement and supersedes all other previous oral or written agreements concerning all or any part of the subject matter of this Agreement.

10.13. Severability. In the event any provision or provisions of this Agreement are declared invalid, the remainder of the Agreement shall remain in full force and effect as if the invalid provision or provisions had never been a part of the Agreement.

IN WITNESS WHEREOF, Genevive and Member have caused this Agreement to be signed on their behalf by their duly authorized representatives.

Geriatric Services of Minnesota

By______

Title ______

Date______

______

By______

Title______

Date______

13

Address to be used for notice:

______

______

______

______

14

ADDENDUM A

GENEVIVE /MEDICA

MEMBER FINANCIAL PARTICIPATION

I. GAIN SHARING COMPENSATION

The Members will participate in the Annual Margin Balance Distribution according to the following criteria:

A. Minimum Threshold Criteria

1. The Member meets two (2) Quality Measures established and agreed upon for each 12- month performance period, which the Parties agree shall be the calendar year (“Performance Period”). Member and Genevive shall agree in writing on the Quality Measures and any applicable measurement process for the 12-month Performance Period at least sixty (60) days prior to the beginning of the Performance Period.

2. The Member meets the minimum Covered Person enrollment threshold during the Performance Period. For Members that have a campus setting, both AL and SNF enrollment will be combined to determine if the minimum enrollment threshold is met.

3. The Member agrees to use the Genevive After Hours On-Call/Triage Call Service.

B. Gain Share Options Based on Covered Persons Criteria

Track One: 80/20 Gain Share

The Member achieves a threshold of a combined average of 15 Covered Persons OR 10% of total beds (whichever is higher) on its campus during the Performance Period.

Genevive assumes 100% of the downside risk share and 80% of the upside gain share. The Member shares 0% of the downside risk and 20% of the upside risk on the Annual Margin Balance Distribution.

The Member will have a representative on the Genevive Care System I-SNP Advisory Council.

Track Two: 70/30 Gain Share

The Member achieves a threshold of (1) a combined average of 20 Covered Persons or 20% of total beds (whichever is higher) on its campus during the Performance Period. Genevive assumes 100% of the downside risk share and 70% of the upside gain share. The Member shares 0% of the downside risk and 30% of the upside risk on the Annual Margin Balance Distribution.

The Member will have a representative on the Genevive Care System I-SNP Advisory Council.

C. Covered Person Referrals

The financial model set forth in Addendum A has been determined by the Parties through good-faith and arm’s length bargaining. No amount paid hereunder is intended to be, nor shall it be construed to be, an inducement or payment for referral of, or recommending referral of, patients by Member to Genevive or by Genevive to Member. In addition, the financial model hereunder does not include any discount, rebate, kickback, or other reduction in charge, and the financial model hereunder is not intended to be, nor shall it be construed to be, an inducement or payment for referral, or recommendation of referral, of patients by Member to Genevive or by Genevive to Member.

Each Party agrees to comply with all applicable federal, state and local laws, rules and regulations, including, without limitation, the federal Anti-Kickback Statute (42 U.S.C. § 1320a–7b), the federal Stark Law (42 U.S.C. § 1395nn) and the federal Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d-2) and the corresponding regulations of such statutes. The Parties agree that the execution of this Agreement will not be a violation of the above laws and each Party warrants that it will not violate the provisions of any law or regulation governing or relating to Medicare, Medicaid or any healthcare program sponsored or maintained by the Federal Government or the State of Minnesota.

II. ANNUAL MARGIN BALANCE DISTRIBUTION

The Annual Margin Balance Distribution will be calculated by Genevive and distributed during the calendar year following the Performance Period or as soon as final claims data for the Performance Period is available from the applicable Payor.

Members who do not meet the Quality Measures, use Genevive After Hours On-call/Triage, or meet the enrollment targets required for participation in Track One or Track Two will not share in the Margin Balance Distribution gain share for that Performance Period.

ADDENDUM B

GENEVIVE MODEL OF CARE

MEDICARE/MEDICAL ASSISTANCE PER DAY REIMBURSEMENT CRITERIA

I. MEDICARE: SNF Members will be reimbursed according to their individual health plan contract when an Enrollee is accessing Medicare Days. Members are eligible for Medicare Days after a hospital admission or significant triggering event that meets criteria for Medicare Part A C coverage. Examples of a triggering event include, but are not limited to: acute exacerbation, IV’s, falls with an injury, an infection with a significant increase in nursing care and new oxygen. Triggering events will need to be discussed with the Care Coordinator to obtain a verbal authorization.

Members will be evaluated on a 7 Day Week, with Day 1 beginning on the date of admission. Members will be evaluated weekly by the ______or designee and the Care Coordinator and data will be recorded in the medical record.

II. MEDICAL ASSISTANCE: SNF Members will be reimbursed according to the Minnesota Department of Human Services rates for each care center. SNF Members will be paid at their individually assessed Minnesota Case Mix rate for eligible days covered by the health plan, i.e. up to 180 days of coverage for qualifying events. Thank you for your question. You are not the only potential Member that has asked this question so let me answer your questions as best as I can at this time.

I can give you some generic elements of the MOC, but the actual document submitted to CMS cannot be provided, as it is considered proprietary. I can share that our Model of Care is very similar to what you see executed by Genevive at your site in Farmington, with Genevive doctors, NP’s and care coordinators. The frequency of visits is similar or slightly more often. You will also have an additional nurse (RN) who serves as a clinical coordinator assigned to your sites to supplement and support your staff, often assisting with wound care, foot care, vitals and so on. A Family Conference at the start of care is a key element. And coordinating the Genevive initial Family Conference with your care center regulatory Care Conference, in conjunction with each other rather than separate, is our goal. Your IDT will definitely be included in developing the plan of care for your residents.

The authorizations for Part A stays, when care is being delivered ‘”in place” at the care center, rather than a transfer to ED or the hospital, will occur between your staff and the doctor or NP, and then the authorization process on Medica’s end is very similar. Medica understands that if our NP authorizes an ‘in place” stay and that the 3 day stay is waived, that they are to process the authorization and payment to the facility.

Health Risk Assessments are slightly different in that we will initially classify a resident into three tiers based on their diagnosis and health needs. The tier that they are placed in determines the frequency of visits by the NP.

The initial assessment to determine if a resident qualifies for a Medicare Advantage plan is required to be completed by an outside, neutral party for assisted living. Keystone has been contracted to perform these assessments for AL residents. In the care center, your MDS serves as this assessment and no other review is necessary.

Advance Directives are essentially the same procedure as your experience currently with Genevive.

On utilization management, I would say that you show see the same practice as you to in the care center now. However, now when we are able to reduce the number of medications, or avoid an ED visit or hospital stay, and provide care in place, then the savings of these efforts is shared back with you.

I hope this helps Carol. Let me know if you have any other questions. BOARD OF TRUSTEES April 28, 2020 7:00 P.M. – Regular Meeting

7:00 p.m. A. Approval of Agenda Action B. Approval of Minutes – 12/3/19 Action C. Advisory Committee Appointment Action D. VP Senior Services Report Information

E. Adjournment Action

AGENDA DETAILS:

C. Action: MHS Advisory Committee has recommended Dell Sanderson and Tim Gramm to serve on the Advisory Committee. Approval by the SFHS Governance Board of this recommendation is requested. Attached are applications.

D. Information: VP Senior Services-SNF/Housing Report

E. Action: Adjournment. MORRIS HEALTH SERVICES DIRECTORS’ MEETING

DECEMBER 3, 2019 REGULAR MEETING The Board of Directors of Morris Health Services (MHS) held their regular meeting on December 3, 2019 at the University of MN Morris. Chair Lienemann called the meeting to order at 5:47 p.m.

Father Schneider offered a prayer.

PRESENT Steve Lienemann, Vivian Heltemes, Kenneth Westbrock, Father Schneider, Dan Dripps, Carla Riley, Lori Wiese, Alyssa Thooft, Monserrat Vasquez, Tamela Sperr, Keith Davison, and Neil Schmidgall.

Staff: Carol Raw, Will Moncrief, Scot Allen, Chad Meyer, Priscilla Schilling, Cami Peterson-DeVries and Jeannie Michaelson.

Guest: Paul Letendre and Patrick Nelson.

ABSENT Elizabeth Meichsner.

AGENDA Vivian Heltemes moved to approve the agenda, motion seconded and carried.

MINUTES Father Schneider moved to approve the 12/4/18 meeting minutes, motion seconded and carried.

OFFICERS Monserat Vasquez nominated Alyssa Thooft for the Chair position, motion seconded and carried. Steve Lienemann nominated Carla Riley for the Vice Chair position, motion seconded and carried. Steve Lienemann nominated Lori Wiese for the Secretary/Treasurer position, motion seconded and carried. Nominations ceased and a full ballot was motioned by Steve Lienemann of Alyssa Thooft, Chair; Carla Riley, Vice-Chair and Lori Wiese, Secretary/Treasurer; Motion seconded and carried.

AC APPOINTMENT Allen brought forward the Advisory Committee’s recommendation that Paul Rentz serve an additional four (4) year term on the Morris Health Services Advisory Committee.

MOTION Neil Schmidgall moved to approve Paul Rentz be reappointed to serve an additional four (4) year term on the Morris Health Services Advisory Committee, motion seconded and carried.

VP-SENIOR SERVICES Allen, VP Senior Services gave an update on MHS’ operations & activities. OHFC visit 11/6/19; substantiated but no deficiencies, submitted request to layaway 10 beds effective 1/1/20, Katie Moser HR Director hired on 11/20/19. It was also noted Joan Spaeth, advisory committee member, passed away December 1, 2019.

MHSmin 12.3.19 1

ADJOURNMENT Lori Weise moved to adjourn the meeting, motion seconded and carried. Meeting adjourned at 5:49 p.m.

Respectfully submitted,

Lori Wiese, Secretary/Treasurer

Jeannie Michaelson, Recording Secretary

MHSmin 12.5.17 2

BOARD OF TRUSTEES April 28, 2020 7:00 P.M. – Regular Meeting

7:00 p.m. A. Approval of Agenda Action B. Approval of Minutes – 12/3/19 Action C. Advisory Committee Appointment Action D. VP Senior Services Report Information

E. Adjournment Action

AGENDA DETAILS:

C. Action: ZHS Advisory Committee has recommended Bonnie Kingsley to serve on the Advisory Committee. Approval by the SFHS Governance Board of this recommendation is requested.

D. Information: VP Senior Services-SNF/Housing Report

E. Action: Adjournment.

ZUMBROTA HEALTH SERVICES DIRECTORS’ MEETING

DECEMBER 3, 2019 REGULAR MEETING The Board of Directors of Zumbrota Health Services (ZHS) held their regular meeting on December 3, 2019 at the University of MN Morris. Chair Lienemann called the meeting to order at 5:56 p.m.

Father Schneider offered a prayer.

PRESENT Steve Lienemann, Vivian Heltemes, Kenneth Westbrock, Father Schneider, Dan Dripps, Carla Riley, Lori Wiese, Alyssa Thooft, Monserrat Vasquez, Tamela Sperr, Keith Davison, and Neil Schmidgall.

Staff: Carol Raw, Will Moncrief, Scot Allen, Chad Meyer, Priscilla Schilling, Cami Peterson-DeVries and Jeannie Michaelson.

Guest: Paul Letendre and Patrick Nelson.

ABSENT Elizabeth Meichsner.

AGENDA Father Schneider moved to approve the agenda, motion seconded and carried.

MINUTES Neil Schmidgall moved to approve the 12/4/18 meeting minutes, motion seconded and carried.

OFFICERS Lori Weise nominated Alyssa Thooft for the Chair position, motion seconded and carried. Steve Lienemann nominated Carla Riley for the Vice Chair position, motion seconded and carried. Steve Lienemann nominated Lori Wiese for the Secretary/Treasurer position, motion seconded and carried. Nominations ceased and a full ballot was motioned by Steve Lienemann of Alyssa Thooft, Chair; Carla Riley, Vice-Chair and Lori Wiese, Secretary/Treasurer; Motion seconded and carried.

AC APPOINTMENT Allen brought forward the Advisory Committee’s recommendation that Mary Ellen Goplen, Lyle Wendroth and Eric Westlake to serve an additional four (4) year term on the Zumbrota Health Services Advisory Committee.

MOTION Neil Schmidgall moved to approve Mary Ellen Goplen, Lyle Wendroth and Eric Westlake be reappointed to serve an additional four (4) year term on the Zumbrota Health Services Advisory Committee, motion seconded and carried.

VP-SENIOR SERVICES Allen, VP of Senior Services gave an update on ZHS’ operations & activities. Continuing to recruit DON and Accountant. Clean up has been finalized from flooding in lower level.

ZHSmin 12.3.19 1

ADJOURNMENT Neil Schmidgall moved to adjourn the meeting, motion seconded and carried. Meeting adjourned at 5:58 p.m.

Respectfully submitted,

Lori Wiese, Secretary/Treasurer Jeannie Michaelson, Recording Secretary

ZHSmin 12.5.17 2

Subsidiary Organization Name Zumbrota Health Services

Application of Committee Member Candidate

Name: Bonnie Kingsley DOB: 07/14/63

Address: 100 Highlands Circle, Zumbrota MN 55992 Religion: Lutheran

Home/Phone 651-380-9032 Fax:

Work/Phone Fax:

E-mail [email protected]

SUMMARIZE YOUR EXPERIENCE WITH AND/OR INTEREST IN OUR ORGANIZATION I am a Zumbrota community member. I have had a number of family members receive services at Zumbrota Care Center. I have had a number of friends and relatives work at ZHS. Due to the positive experiences my family and friends have had with this organization coupled with the need for these quality services to continue in our community into the future, I would like to give back to Zumbrota Health Services/St. Francis in a supportive volunteer capacity.

I believe my 34 years of long term care leadership experience with the Benedictine Health System may be beneficial in this capacity.

WHAT SKILLS AND KNOWLEDGE ARE YOU WILLING TO Very Some Little or no BRING TO OUR COMMITTEE? PLEASE INDICATE YOUR Experienced Experience Experience EXPERIENCE IN THE FOLLOWING AREAS.

Strategic planning X ☐ ☐ Fund raising ☐ X ☐ Board development (recruitment, training, evaluation) ☐ ☐ X Program planning and evaluation X ☐ ☐ Recruiting, hiring and evaluating personnel X ☐ ☐ Financial management and control (budgeting, accounting) X ☐ ☐ Communication, public and media relations ☐ X ☐ Participation in interagency committees ☐ X ☐ Public speaking ☐ X ☐ Organizational development ☐ X ☐ Information technology ☐ ☐ X Writing, journalism ☐ ☐ X Special events (planning and implementing) ☐ X ☐ (List other skills, knowledge needed by your board) ☐ ☐ ☐

For​ t​ he items you checked as "very experienced" or "some experience", please provide details.

-If not described above, please outline your experience as a volunteer board or committee member?

CCP.AFD.017-F6a Advisory Committee Member Application Page 1 of 1 Author: SFHS Issued: 2/5/07 Reviewed/Amended: 1/29/18

-Who may we contact for information about your performance in these positions?

Christine Bakke, (320) 828-3351 Chris Boldt, (612) 845-5171 Michael Schultz, (651) 380-0995 Mark Noble, (507) 251-4599

-If you have a resume, please attach it. Mail, fax, or e-mail the completed application to: Laura Erickson, Administrator Zumbrota Health Services [email protected]

CCP.AFD.017-F6a Advisory Committee Member Application Page 1 of 1 Author: SFHS Issued: 2/5/07 Reviewed/Amended: 1/29/18

Bonnie Kingsley

100 Highlands Circle Zumbrota, MN 55992 (651) 380-9032 [email protected]

Experience

2019 - PRESENT Zumbrota Ford, Zumbrota, MN - Inventory Controller/Administrative Assistant ​ ● Greet and assist customers ● Maintain new & pre-owned vehicles in DMS system

2014-2019 Madonna Living Community, Rochester & Byron, MN - Housing Director ​ ● Responsible for the daily operations of 3 senior housing buildings (250 units) and 2 licensed home care agencies including customer service, financial management, marketing, census, legal and regulatory compliance,tenant and employee satisfaction.

1995 - 2014 St. Crispin Living Community, Red Wing, MN

● Assistant Administrator/Director of Human Resources 2009-2014 ● Assistant Administrator/Resident Services Manager 2000-2009 ● Associate Administrator/Resident Services Manager 1997-2000 ● Residential Services Manager/Business Office Manager 1994-1997 ● Business Office Manager 1990-1994 ● Receptionist/Billing Clerk 1987-1990 ● Nursing Assistant 1985-1987

Education

Graduated 2002 Cardinal Stritch University, Rochester, MN - Bachelor of Science - Management ​ References

Christine Bakke, (320) 828-3351

Chris Boldt, (612) 845-5171

Michael Schultz, (651) 380-0995

Protecting, Maintaining and Improving the Health of All Minnesotans

April 16, 2020

Mr. Scot Allen, Vice President Chisholm Healthcare Center 321 NE 6th Street Chisholm, MN 55719 Letter Scanned and Emailed to: [email protected]

Dear Mr. Allen,

I am pleased to inform you that the proposal you submitted in December 2019 for a project requiring an exception to the nursing facility moratorium has been approved for $36,051, the state share of the medical assistance cost. The Moratorium Review Committee (MRC) for the Nursing Facility Moratorium Exceptions Program considered the materials you submitted, your public presentation, statutory criteria, materials prepared by staff, and available funding. There were eleven projects submitted for consideration and the MRC recommended approval of seven projects. See the attached list of the approved projects.

Minnesota Statutes require that construction commence within 18 months, which is October 16, 2021. However, this approval comes during the COVID 19 Public Health Emergency and World Pandemic and these are challenging times. We recognize that due to the Pandemic, there may be novel and unanticipated difficulties in commencing construction within the time required as well as other issues or questions as well. Please keep both the Minnesota Department of Health (MDH) and the Department of Human Services (DHS) updated if you encounter challenges or have questions. Email contacts are: [email protected] (MDH Health Regulation Division (HRD) Engineering Unit); [email protected] (MDH HRD Licensing and Certification Program); and [email protected] (DHS Nursing Home Rates and Policy Division).

An equal opportunity employer. Page 2 – April 16, 2020

As you move closer to your construction project, please be reminded how important it is to have a resident-focused approach to assess the resident’s needs, preferences and quality of life concerns in your relocation planning process. Please work with the Office of Ombudsman for Long Term Care regarding assistance with relocation of residents.

We wish you success with your project.

Sincerely,

Michelle Larson, PhD Health Regulation Division Director Minnesota Department of Health P.O. Box 64975 St. Paul, MN 55164 [email protected]

cc: Val Cooke, DHS

Cheryl Hennen, Ombudsman for Long Term Care

2

Family State Proportion of Ranking MN Quality Resident Hours of Staff Temp Staff Facility Satisfaction Inspection Beds in Score Indicators Quality of Life Direct Care Retention Agency Use Survey Results Single Rooms

Measure is Updated: Quarterly Yearly Yearly Quarterly Yearly Yearly Yearly Quarterly Most Recent Timeframe: Jul18-Jun19 Oct17-Sep18 Nov18-Feb19 07/10/19 Oct17-Sep18 Oct17-Sep18 Oct17-Sep18 09/27/19

(Minnesota Average) % 63.2 81.4 75.7 71.6 6.3 69.60% 2.50% 59.80% (stars) 3 3 3 4 3 3

Aitkin Health Services % 85.4 81.5 74 100 5.6 64.40% 0.00% 81.80% (stars) 5 3 3 5 3 3

Browns Valley Health Center % 62.1 81.3 82.4 100 5.6 69.80% 0.00% 56.10% (stars) 3 3 4 5 3 3

Franciscan Health Center % 66.8 86.3 82.8 25 5.7 61.40% 0.00% 66.00% (stars) 3 5 4 2 3 2

Guardian Angels Health & Rehab % 86.7 86.5 76.9 100 5.3 77.50% 0.00% 75.60% (stars) 5 5 3 5 2 4

Heritage Manor % 61.2 85.1 80 100 5.5 73.50% 0.00% 57.10% (stars) 3 4 4 5 3 3

Little Falls Care Center % 71.8 78.9 63.3 100 6 45.70% 0.00% 75.00% (stars) 4 2 1 5 3 1

Littlefork Medical Center % 48.7 82.1 80 0 5.5 60.90% 0.00% 30.60% (stars) 2 3 4 1 3 2

Renvilla Health Center % 81.8 77.9 73.2 100 5.3 69.60% 0.00% 85.50% (stars) 5 2 3 5 2 3

Thief River Care Center % 70.4 81.4 75.3 100 5.4 56.10% 0.00% 77.10% (stars) 4 3 3 5 2 2

Trinity Care Center % 75.5 83.4 85.8 25 6.1 71.40% 0.00% 55.90% (stars) 4 4 5 2 4 3

Viewcrest Health Center % 69.7 79.3 72.2 75 5.6 74.40% 0.00% 71.70% (stars) 4 2 2 4 3 3

West Wind Village % 86.2 81.9 69.1 100 5.8 63.20% 0.60% 87.80% (stars) 5 3 2 5 3 2

Zumbrota Care Center % 75.5 83.1 79.4 100 5 64.90% 0.10% 64.00% (stars) 4 4 4 5 2 3

Summary of Financial Results – February 29, 2020

For the 5 month period ended February 29, 2020 St. Francis Health Services reported:

Operating income of ($689,113) compared to ($274,628) the prior year, a decrease of $414,485. For the same period net income was ($561,073) compared to ($134,962) the prior year, a decrease of $462,110. For the same period operating margin was (1.41%) compared to (.59%) the prior year (Industry Average CliftonLarsonAllen =.90%). Total margin is (1.15%) compared to (.29%) the prior year (Industry Average (CliftonLarsonAllen = 1.15%).

New Value Based Nursing Facility Reimbursement Medicaid rates were received on January 1, 2020 which is forecast to increase St. Francis revenue for the 2020 calendar year by $4.2 for all care centers. In addition, St. Francis projects an increase in revenue for all care centers of $4.7 million for the 2021 calendar year based on the Medicaid cost reports submitted for the cost year ended 9/30/2019.

Value Based Nursing Facility rates are determined by the annual Medicaid cost reports submitted for the period ended 9/30 each year for all Minnesota care centers. There is a 15 month gap between the submission of the cost report and those expenses reflected in the care centers rates. For example, cost reports submitted 9/30/2019 will determine a care centers 1/1/2021 rates.

Overall, for the period ended February 29, 2020 revenue increased by $2,217,382, to $49 million. Total operating expense increased to $49,443,712 from $46,811,846, an increase of $2,631,866. Resident care expense increased $1,038,854 and fringe benefit expense increased $629,684 from the prior year. Bad debt expense decreased $118,521 from the prior year.

For the period ended February 29, 2020, Prairie Community Services (PCS) reported total revenue of $11.4 million and total expense of $11.7 million. PCS revenue for the period decreased by $101,911 and total expense increased by $234,956 from the prior year. PCS operating income for the period decreased by $336,867 from the prior year. PCS total census decreased by 1,992 census days from the prior year. PCS resident care expense increased by $88,845 and fringe benefit expense increased by $114,778. PCS bad debt expense decreased by $49,841.

For the period ended February 29, 2020, Skilled Nursing Facility (SNF) and Housing with Services (HWS) reported total revenue of $38.392 million and total expense of $38.972 million. SNF and HWS revenue for the period increased by $2,348,689 and total expense increased by $2,260,957 from the prior year. SNF and HWS operating income for the period increased by $87,730 from the prior year. In the prior year, St. Francis made significant investments in labor and benefit costs. As a result, SNF and HWS resident care, dietary and fringe benefit expense increased by $950,009, $185,853 and $483,992, respectively. SNF and HWS bad debt expense decreased by $133,575.

For the period ended February 29, 2020, St. Francis corporate reported total revenue of $1,473,750 and total expense of $1,624,282. St. Francis corporate revenue for the period increased by $13K from the prior year. St. Francis corporate operating income decreased by $192K from the prior year. Other income which includes internal St. Francis loans generated $442,946 of other income for the year which equated to a positive net income of $292,414 through January 2020.

Care center and accounting staff continue to review aged trial balances on a monthly basis. St. Francis has put a process in place to identify and take action on all outstanding balances older than 1 year on the aged trial balance. An account is identified as a bad debt after all collection procedures have been exhausted. Once an account’s balance has been identified as

a bad debt, accounting staff initiates a bad debt write off. Once the appropriate approvals on the bad debt are obtained, accounting staff make the necessary entries and update a consolidated tracking form by write off type so follow up and training can be performed. St. Francis has put in place a process to track write offs by type to provide follow up and training so recurrence of write offs is avoided. Veterans and insurance continue to have high days in AR, but we are working with leadership and accounting staff of those locations with high AR days to reduce AR days within industry standards.

For the period ended February 29, 2020 and February 29, 2019 days in AR were as follows:

Days in AR Breakdown 2/29/2020 Totals as of 2/29/19 Totals Variance Private Pay 31.91 $2,166,831 40.43 $2,685,832 -$519,001 -19.3% Medicaid 34.62 $6,305,725 33.78 $6,221,612 $84,113 1.4% Medicare A 61.15 $1,613,153 76.71 $1,981,111 -$367,958 -18.6% Medicare B 46.37 $130,047 62.61 $255,231 -$125,184 -49.0% Hospice 69.34 $612,995 78.54 $220,748 $392,247 177.7% Insurance 223.11 $815,517 276.81 $239,720 $575,797 240.2% MSHO Unskilled 81.73 $820,368 105.13 $385,234 $435,134 113.0% MSHO Skilled 114.62 $1,296,356 112.83 $1,475,868 -$179,512 -12.2% Veteran 137.86 $1,060,524 192.69 $1,011,977 $48,547 4.8%

Overall 46.21 $14,821,516 47.28 $14,477,333 $344,183 2.4%

Avg Daily Revenue $308,891 Avg Daily Revenue $295,501 $13,390 4.5%

(Total Days in AR Industry Average per CliftonLarsonAllen benchmarking survey = 41.9).

For the period February 29, 2020 average occupancy for all facilities was 86.01%. For the period February 29, 2019 average occupancy for all facilities was 89.22%. Overall, St. Francis is down 3,609 census days for the same time period last year. PCS is down 1,992 census days and SNF and HWS are down 1,617 days. BVHC, GAHR, KHS, MHS and RHS contributed to the decrease in days. In particular, MHS has experienced census challenges related to swing bed competition in the Morris market area. Conversely, FHS and LFHS have contributed to an increase in census days as the new buildings ramp up their occupancy. Following is a breakdown of SNF and HWS change in days. Of the change in Nursing Home days they are broken out as follows: % Change from 2019 Medicare (711) -8.41% Veterans 1,358 51.87% MSHO Skilled (175) -4.68% MSHO Unskilled 1,789 65.48% MA (4,561) -7.09% Hospice 1,479 49.38% Private (1,117) -4.34% Insurance 321 1395.65% (1,617) -1.80%

As previously communicated, SFHS now processes all aspects of payroll in-house. In March 2020, St. Francis implemented an automatic payroll and accrual journal entry import process for all locations. This process assures an accurate and timely recording of payroll journal entries to the St. Francis general ledger. During implementation an error in the payroll accrual file was discovered which overstated consolidated accrued payroll and health insurance expense by $136,866 for February. This entry will be reversed and corrected in March 2020.

Second, SFHS closed on the Duluth bond refinance on February 27, 2020 with a 3.75% interest rate for 30 years. In addition to reimbursing SFHS/DHS for project expenses the existing DHS loans with Bremer Bank were refinanced. These transactions are reflected on February financial statements.

Third, Sarah Jaeger was hired as Revenue Cycle Director (RCD) and is excited to join the St. Francis team. Sarah has a Bachelor’s degree in Finance from Rasmussen Business College and an Associates of Applied Science in Accounting from Ridgewater College. In addition, Sarah brings multiple years of healthcare accounting experience to her role. Sarah will oversee the Revenue Cycle team that is currently comprised of 5 team members. Sarah and her team will be working to centralize the Revenue Cycle process and assisting to maintain Consolidated Days in Accounts Receivable at or below industry averages.

Fourth, Lisa Gades was hired as a St. Francis Accounts Payable Clerk (APC). Lisa is excited to join the St. Francis team. The primary purpose of the APC is to process Accounts Payables via the Yardi accounting system. St. Francis utilizes a centralized and paperless Accounts Payable process and physical checks for all locations are processed in the Morris corporate office. In addition, St. Francis Accounts Payable Clerks manage existing vendors and enter new vendor additions for all locations among other duties. Lisa brings to St. Francis multiple years of Accounts Payable and Receivable experience.

Fifth, Hillary Tweed was hired as the St. Francis Corporate Accountant. Hillary is excited to join the St. Francis team after recently relocating with her husband to the Morris area. Hillary has a Bachelor’s degree in Business Administration from Mayville State University and an Associates of Applied Science in Business Administration and Accounting from Lake Region State College. Hillary also has an Associate in Applied Science in Practical Nursing from Northland Community and Technical College.

We are excited to welcome the above individuals to St. Francis and look forwarding to applying their education, knowledge and experience to their roles to further the St. Francis mission.

ST. FRANCIS HEALTH SERVICES OF MORRIS, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATING BALANCE SHEETS February 29, 2020

SKILLED NURSING FACILITIES SFHS - CONSOLIDATED

St. Francis Prairie Browns Chisholm Farmington Guardian Koochiching Little Falls Pennington Zumbrota Health Services Community Aitkin Health Valley Health Health Duluth Health Health Franciscan Angels Health Health Health Morris Health Health Health 2020 FYE 09/20 of Morris Services Services Center Center Services Services Health Center & Rehab Center Services Services Services Services Renville Health Services SUBTOTAL Estimated YTD FYE 09/19 YTD ASSETS (SFHS) (PCS) (AHS) (BVHC) (CHC) (DHS) (FHS) (FHC) (GAHR) (KHS) (LFHS) (MHS) (PHS) Services (RHS) (ZHS) SNF's TOTAL Eliminations Consolidated Consolidated VARIANCE CURRENT ASSETS Cash and cash equivalents 21,882,755 1,558,940 418,529 102,360 255,207 525,734 320,830 407,135 1,012,778 107,711 36,526 323,225 396,030 241,093 203,261 4,350,420 27,792,115 - 27,792,115 26,641,004 1,151,111 4.3% Assets whose use is limited - (369) 10,179 12,984 7,940 45,650 163,534 13,984 11,233 24,058 23,189 5,840 4,520 43,078 25,401 391,590 391,221 - 391,221 389,159 2,061 0.5% Receivables Trade - 2,654,656 388,544 430,102 1,355,119 1,791,250 1,366,449 674,312 826,339 598,403 1,112,728 1,158,174 947,796 846,761 670,883 12,166,860 14,821,516 - 14,821,516 13,198,215 1,623,301 12.3% SNF based up $1.4M Related Party 5,268,840 ------5,268,840 (5,268,840) - 0 0 Self Funded-Sub ------0 Self Funded-Parent ------0 SFHS-amt due from Other 711,267 52,744 6,851 - 11,881 1,138 8,155 4,375 10,550 1,806 12,696 112,327 10,181 3,790 9,831 193,579 957,590 - 957,590 321,117 636,473 198.2% US Bank for DHS SNF based down Prepaid expenses 7,329 83,626 18,793 11,870 15,133 34,799 50,768 19,406 37,571 10,900 19,887 85,437 26,031 27,306 23,426 381,327 472,282 - 472,282 397,937 74,345 18.7% $65K TOTAL CURRENT ASSETS 27,870,192 4,349,596 842,895 557,316 1,645,280 2,398,570 1,909,737 1,119,211 1,898,471 742,878 1,205,025 1,685,003 1,384,557 1,162,029 932,803 17,483,775 49,703,563 (5,268,840) 44,434,723 40,947,431 3,487,291 8.5% ASSETS WHOSE USE IS LIMITED 670,206 2,063 - - 390,000 1,106,195 - - 1,000 - - - - - 1,497,195 2,169,464 - 2,169,464 1,345,189 824,275 61.3% DHS/FHS (Pledged CD's, Def Comp, Restricted Cash)

Building 826,886 14,974,082 7,090,345 4,606,179 8,350,618 16,577,521 23,821,701 6,050,227 18,846,457 2,881,371 19,698,926 12,979,098 12,338,960 10,562,279 9,708,816 153,512,498 169,313,466 - 169,313,466 169,045,755 267,711 0.2% Equipment 676,496 1,040,304 328,568 731,822 415,011 850,685 1,575,395 589,118 764,707 267,240 529,840 1,372,001 406,180 710,257 592,419 9,133,244 10,850,044 - 10,850,044 10,650,954 199,090 1.9% Automobiles 349,795 2,658,867 47,696 48,437 - 19,108 34,830 42,825 - 9,944 - 86,352 48,444 48,437 - 386,072 3,394,735 - 3,394,735 3,103,427 291,308 9.4% Construction in Progress - 20,172 17,735 - 41,192 6,669,093 - - - - 18,914 24,817 50,827 - - 6,822,578 6,842,750 - 6,842,750 5,079,968 1,762,781 34.7% DHS $1.8M Accumulated depreciation (1,252,121) (12,619,791) (2,958,866) (4,300,954) (5,170,825) (8,780,088) (6,523,040) (3,911,833) (8,886,563) (867,556) (2,997,073) (7,810,499) (2,986,361) (4,631,220) (3,949,633) (63,774,509) (77,646,421) - (77,646,421) -74,816,410 -2,830,011 3.8% NET PROPERTY AND EQUIPMENT 748,466 7,923,344 4,566,849 1,121,459 3,647,196 15,660,487 19,230,362 2,833,367 11,042,466 2,306,000 18,123,122 6,961,526 10,727,306 6,988,028 6,603,309 109,811,476 118,483,286 - 118,483,286 118,792,407 -309,121 -0.3%

OTHER ASSETS Notes receivable, related parties 25,555,328 ------25,555,328 (25,555,328) - 0 0 MHCA 257,877 ------257,877 - 257,877 257,877 0 0.0% Self Funded Health Insurance 1,622,455 ------1,622,455 - 1,622,455 1,374,309 248,146 18.1% Total Margin: (Measures the profitability of an 27,435,660 ------27,435,660 (25,555,328) 1,880,332 1,632,186 248,146 15.2% TOTAL ASSETS 56,724,524 12,275,003 5,409,744 1,678,775 5,292,476 18,449,058 22,246,293 3,952,578 12,940,937 3,049,878 19,328,147 8,646,529 12,111,863 8,150,057 7,536,112 128,792,445 197,791,973 (30,824,169) 166,967,804 162,717,214 4,250,591 2.6%

LIABILITIES AND NET ASSETS CURRENT LIABILITIES Current Maturities of L-T Debt 82,599 694,934 284,223 206,921 206,922 331,008 382,884 193,559 659,773 75,571 535,211 402,738 296,836 535,890 434,315 4,545,851 5,323,384 (1,280,879) 4,042,505 4,404,225 -361,720 -8.2% Capitalized Lease - Current ------76,143 - - - - 76,143 76,143 - 76,143 76,143 0 0.0%

140,064 31,037 24,440 96,466 292,007 292,007 - 292,007 2,309,826 -2,017,819 -87.4% Timing 32,202 22,368 65,550 27,930 148,050 148,050 (148,050) - 0 Accounts payable 50,000 - - 1,135,000 1,185,000 1,185,000 (1,185,000) - 0 Due to related parties - STL Construction - - - - - (1,175,991) ------(1,175,991) (1,175,991) 1,175,991 - 0 Accrued expenses Compensation 487,137 1,936,668 215,348 121,918 289,252 338,893 481,829 178,942 241,176 140,299 216,421 422,248 223,418 328,771 160,934 3,359,449 5,783,254 5,783,254 5,746,063 37,190 0.6% Self Funded Hlth Insurance Payable 270,125 108,160 25,512 24,727 32,307 18,806 40,852 14,319 31,725 27,291 23,920 49,086 22,753 38,812 30,074 380,183 758,468 758,468 510,322 248,146 48.6% Due to Pension down Other 376,579 204,729 35,576 38,875 55,656 119,281 613,641 39,577 76,264 67,019 47,672 28,560 45,895 74,030 66,582 1,308,626 1,889,934 - 1,889,934 2,772,928 -882,994 -31.8% $1.2M TOTAL CURRENT LIABILITIES 1,216,440 2,944,491 560,658 392,440 584,138 (368,003) 1,519,206 426,397 1,008,938 386,322 823,224 1,124,897 642,306 1,067,493 1,951,301 10,119,317 14,280,247 (1,437,938) 12,842,310 15,819,506 -2,977,196 -18.8% Deferred Long Term Debt/Lease 121,643 5,106,294 3,666,678 1,264,211 2,618,631 17,748,446 19,743,675 3,329,226 10,732,082 432,504 19,331,791 8,263,522 9,258,875 5,599,142 6,131,648 108,120,430 113,348,368 (24,274,449) 89,073,918 82,357,888 6,716,030 8.2% Capitalized Finance Costs/Reoffering Premi - (46,982) (121,334) (14,443) (67,357) (491,961) (435,216) (67,143) (88,878) - (245,391) (33,509) (111,510) (74,869) (152,142) (1,903,753) (1,950,734) (1,950,734) -1,749,229 -201,505 11.5% DHS/FHS NET LONG-TERM DEBT/LEASES, less 121,643 5,059,312 3,545,344 1,249,769 2,551,274 17,256,485 19,308,459 3,262,083 10,643,203 432,504 19,086,399 8,230,013 9,147,364 5,524,273 5,979,506 106,216,678 111,397,634 (24,274,449) 87,123,184 80,608,659 6,514,525 8.1% current maturities TOTAL LIABILITIES 1,338,083 8,003,803 4,106,002 1,642,209 3,135,412 16,888,482 20,827,666 3,688,480 11,652,142 818,826 19,909,623 9,354,911 9,789,671 6,591,765 7,930,807 116,335,995 125,677,881 (25,712,387) 99,965,494 96,428,165 3,537,329 3.7% NET ASSETS/EQUITY (DEFICIT) 55,365,367 3,985,816 106,535 (764,949) 2,046,326 1,065,179 614,136 215,256 1,152,656 1,357,993 (2,179,238) (708,382) 2,322,192 1,558,291 (394,695.66) 6,391,300 65,742,483 - 65,742,483 66,289,049 -546,565 -0.8%

OTAL LIABILITIES AND NET ASSETS/EQUITY 56,703,450 11,989,619 4,212,537 877,260 5,181,737 17,953,661 21,441,802 3,903,736 12,804,797 2,176,820 17,730,385 8,646,529 12,111,863 8,150,057 7,536,111 122,727,296 191,420,364 (25,712,387) 165,707,977 162,717,214 2,990,763 1.8%

V:\ Francis Health Services\Corporate Administration\0Governance\Governance Board\Agendas\2020 Board Agendas\2.5 April 28, 2020\05 February 2020 Consolidated Financials ST. FRANCIS HEALTH SERVICES OF MORRIS, INC. AND SUBSIDIARIES BALANCE SHEET RATIOS February 29, 2020 SKILLED NURSING FACILITIES St. Francis Health Prairie Browns Chisholm Farmington Guardian Koochiching Little Falls Pennington Renville Zumbrota Services of Community Aitkin Health Valley Health Health Duluth Health Health Franciscan Angels Health & Health Health Morris Health Health Health Health FYE 09/20 Morris Services Services Center Center Services Services Health Rehab Center Services Services Services Services Services Services SUBTOTAL YTD (SFHS) (PCS) (AHS) (BVHC) (CHC) (DHS) (FHS) Center (FHC) (GAHR) (KHS) (LFHS) (MHS) (PHS) (RHS) (ZHS) SNF's Consolidated Number of Days 152.00 Unaudited Ratios: Quick Ratio: (Ability to meet current liabilities-Norm 1.2-1.5) Quick Ratio: (FYE 09/20) 22.91 1.48 1.50 1.42 2.82 (6.52) 1.26 2.62 1.88 1.92 1.46 1.50 2.16 1.09 0.48 1.73 3.46 Quick Ratio: (FYE 09/19) 22.75 1.41 0.52 0.50 2.15 0.44 1.26 2.50 1.84 0.58 0.52 1.34 1.94 1.06 0.49 0.87 2.59 Quick Ratio: (FYE 06/18) 4.76 1.20 0.42 1.08 2.28 3.08 0.30 2.62 2.18 1.29 0.56 2.05 2.98 1.21 0.79 1.13 1.87 Quick Ratio: (FYE 06/17) 6.54 1.61 0.48 0.76 2.02 3.04 1.73 2.57 1.30 0.97 0.22 2.00 2.17 1.28 0.76 1.12 2.21

Days in A/R: (FYE 09/20) #DIV/0! 38.94 29.45 48.06 64.81 57.13 50.19 48.05 33.22 50.44 58.37 44.95 49.71 42.56 40.96 48.17 46.21 Days in A/R: (FYE 09/19) 0.00 34.97 30.73 33.11 51.05 60.10 72.42 29.57 38.77 39.35 51.74 38.34 41.14 31.60 43.09 45.21 42.88 Days in A/R: (FYE 06/18) 3.93 39.14 53.37 54.56 44.84 54.99 41.23 33.68 48.90 33.23 65.99 46.81 49.99 57.91 41.90 48.39 45.69 Days in A/R: (FYE 06/17) 22 31 49 29 38 52 37 38 45 40 39 32 39 33 30 39 37 Industry Average for MN Nursing Homes = 41.9 per CliftonLarsonAllen 2018

Average Payment Period (w/o intercompany) Ave Pymt Period: (FYE 09/20) 118 39 46 42 30 27 53 37 45 34 44 43 34 57 51 42 42 Ave Pymt Period: (FYE 09/19) 131 48 56 49 43 76 61 43 57 44 52 42 42 62 61 54 54 43 43 74 61 56 57 Ave Pymt Period: (FYE 06/18) 43 46 59 59 62 61

Main Banking Done at: Bremer Bremer Peoples Minnwest Bremer Bremer Bremer Bremer Bremer Bremer Bremer Bremer Bremer Minnwest Winona

Days Cash on Hand: (Measures how long that cash on hand will cover avg exp) Days Cash on Hand: (FYE 09/20) 2,129 21 34 11 13 18 11 35 45 9 2 13 22 14 13 18 91 Days Cash on Hand: (FYE 09/19) 1,940 34 51 15 38 24 6 74 60 13 17 24 40 29 15 30 92 Days Cash on Hand: (FYE 06/18) 334 35 15 10 63 66 9 75 48 12 21 26 63 20 39 38 54 Days Cash on Hand: (FYE 06/17) 888 41 22 28 59 53 32 66 35 13 37 46 55 33 25 40 90 Industry Average for MN Nursing Homes = 15.3 per CliftonLarsonAllen 2018

Average Age of Plant Average Age of Plant: (FYE 09/20) 8.39 14.83 12.62 18.87 16.53 13.37 7.69 19.22 12.66 3.67 4.36 15.44 8.91 10.14 9.76 10.97 11.40 National Median = 12.7 per CLA 2019

Capital Spending Ratio Capital Spending Ratio: (FYE 09/20) 0.72% 0.03% 1.63% -0.04% 2.45% 2.05% National Median = 1.1% per CLA 2019

Debt to Capitalization Ratio Debt to Capitalization Ratio: (FYE 09/20) 0.37% 59.08% 97.29% 210.58% 57.41% 94.29% 96.98% 94.14% 90.75% 30.08% 112.49% 108.94% 80.26% 79.55% 106.56% 94.55% 58.12% National Median = 73.2% per CLA 2019

Debt to Equity Ratio: (must be less than 3.0:1)

Debt to Equity Ratio: (FYE 09/20) 0.00 1.44 35.95 -1.90 1.35 16.51 32.06 16.05 9.81 0.43 -9.00 -12.19 4.07 3.89 -16.25 17.33 1.39 Debt to Equity Ratio: (FYE 09/19) 0.00 1.35 73.10 -2.51 1.45 8.24 16.20 10.80 7.91 0.40 -10.05 -11.51 4.12 4.54 -17.76 13.69 1.28 Debt to Equity Ratio: (FYE 06/18) 0.00 1.71 -27.14 -27.21 1.55 5.31 2.95 10.75 6.85 0.36 -14.21 -88.79 3.38 4.92 42.69 7.15 1.02 Debt to Equity Ratio: (FYE 06/17) 0.08 1.43 -8.12 -5.91 2.05 5.37 3.37 7.71 8.09 0.50 -17.14 -16.94 4.34 4.58 20.36 8.01 1.03

Debt Service Coverage: Measures ability to make its debt payments Debt Service Coverage: (FYE 09/20) 9.26 0.31 1.20 (0.33) 1.73 1.26 0.19 3.40 1.25 1.05 0.76 1.35 1.08 1.47 0.89 1.05 1.25 Debt Service Coverage: (FYE 09/19) 17.00 1.38 1.56 0.15 2.21 0.97 0.44 2.81 1.75 (0.49) 0.77 0.58 1.10 1.44 0.64 1.10 1.53 Debt Service Coverage: (FYE 06/18) 0.67 (0.18) 0.62 2.33 1.83 1.82 1.75 1.96 1.88 2.39 0.33 1.29 1.97 1.24 1.07 1.44 1.54 Debt Service Coverage: (FYE 06/17) 6.13 0.97 (0.28) 1.11 1.87 2.48 1.34 2.43 1.49 4.09 0.74 1.31 1.34 1.14 1.32 1.41 1.93 Industry Average for MN Nursing Homes = 1.6 per CliftonLarsonAllen 2018 BOND MINIMUM = 1.10 AT 12/31/08

V:\Saint Francis Health Services\Corporate Administration\0Governance\Governance Board\Agendas\2020 Board Agendas\2.5 April 28, 2020\05 February 2020 Consolidated Financials ST. FRANCIS HEALTH SERVICES OF MORRIS, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATING STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS FYTD as of: February 29, 2020 SKILLED NURSING FACILITIES SFHS - CONSOLIDATED Browns Guardian St. Francis Prairie Aitkin Valley Farmington Angels Health Koochiching Little Falls Pennington Zumbrota 2020 Health Services Community Health Health Chisholm Duluth Health Health Franciscan & Rehab Health Health Morris Health Health Health Estimated FYE 09/20 of Morris Services Services Center Health Services Services Health Center Center Services Services Services Services Renville Health Services SUBTOTAL Elimination YTD 10/01/2018 - (SFHS) (PCS) (AHS) (BVHC) Center (CHC) (DHS) (FHS) (FHC) (GAHR) (KHS) (LFHS) (MHS) (PHS) Services (RHS) (ZHS) SNF's TOTAL s Consolidated 02/28/2019 Variance ($) Variance (%)

UNRESTRICTED REVENUES, GAINS, AND 1,473,750 11,365,197 2,005,409 1,360,326 3,178,399 4,765,952 4,138,312 2,132,903 3,781,275 1,803,119 2,897,732 3,916,425 2,897,981 3,024,349 2,489,737 38,391,919 51,230,866 (2,476,267) 48,754,600 46,537,218 2,217,382 4.8% SNF based up $2.3M OTHER SUPPORT

EXPENSES Resident Care - 6,221,787 842,362 588,251 1,544,791 2,252,302 2,013,746 772,984 1,536,768 740,774 1,086,798 1,687,148 1,386,724 1,032,416 1,076,562 16,561,626 22,783,414 - 22,783,414 21,744,559 1,038,854 4.8% Other Care - 37,975 46,392 29,514 114,366 130,273 138,867 62,451 130,164 55,726 79,106 120,752 80,850 82,252 53,010 1,123,723 1,161,698 - 1,161,698 1,113,120 48,578 4.4% Dietary - 353,043 156,711 160,245 230,295 376,937 323,196 167,771 306,272 173,861 241,401 336,820 251,572 288,431 208,832 3,222,345 3,575,388 - 3,575,388 3,377,948 197,440 5.8% Laundry - 7,643 28,662 24,954 37,374 32,328 22,101 41,818 32,978 29,474 22,433 15,512 35,070 14,554 16,816 354,073 361,716 - 361,716 384,024 -22,307 -5.8% Housekeeping 5,297 39,688 40,225 33,004 68,363 101,511 89,956 43,846 93,124 50,664 57,115 66,743 48,980 65,331 61,096 819,958 864,943 - 864,943 860,066 4,877 0.6% Maintenance 20,415 527,089 102,847 80,863 136,916 217,069 230,107 61,645 161,492 112,181 163,669 178,753 135,915 192,359 110,020 1,883,837 2,431,340 - 2,431,340 2,451,031 -19,691 -0.8% Property Costs: Depreciation 62,170 354,350 97,632 94,903 130,306 273,418 353,227 84,739 292,372 98,378 286,437 210,648 139,519 190,184 168,588 2,420,351 2,836,871 2,836,871 2,751,979 84,892 3.1% Interest 4,384 116,750 67,639 19,896 37,641 177,653 334,831 42,112 158,897 7,856 342,244 115,066 121,449 82,498 88,078 1,595,861 1,716,994 (402,307) 1,314,687 1,045,360 269,327 25.8% NH up 297K, Elim entry up $27K Lease 12,002 11,926 4,178 2,256 4,941 12,299 8,886 6,785 3,828 6,868 10,135 11,468 5,866 10,221 6,480 94,209 118,137 118,137 112,347 5,790 5.2% Property Insurance 1,955 76,994 8,786 3,539 6,039 11,581 11,798 3,233 9,292 3,870 10,396 14,051 6,452 9,657 10,159 108,855 187,804 187,804 159,712 28,092 17.6% All are up Amortization - 4,869 4,635 655 3,253 126,365 6,732 1,813 2,905 - 3,791 1,088 2,050 2,594 5,466 161,345 166,214 166,214 50,724 115,490 227.7% FHS/DHS Special Assessments 5,315 65,320 53,610 54,448 88,927 155,799 138,743 57,260 109,576 60,143 93,490 105,237 85,103 102,462 70,746 1,175,543 1,246,177 - 1,246,177 1,284,269 -38,092 -3.0% Administrative 1,282,434 1,097,870 122,568 99,450 173,032 272,637 288,181 147,411 206,209 125,976 223,121 301,388 151,323 239,238 195,243 2,545,777 4,926,082 4,926,082 4,518,628 407,454 9.0%

7,405,223 Fringe Benefits 230,310 1,439,310 317,903 275,076 472,568 654,503 676,434 289,084 539,372 330,795 402,316 573,440 346,123 459,706 398,283 5,735,603 - 7,405,223 6,775,538 629,684 9.3% TOTAL EXPENSES 1,624,282 11,726,350 1,954,201 1,514,753 3,137,144 4,947,953 4,754,169 1,845,867 3,699,917 1,849,067 3,102,848 3,866,629 2,895,779 2,861,868 2,541,461 38,971,654 52,322,286 (2,878,574) 49,443,712 46,811,846 2,631,866 5.6%

OPERATING INCOME (LOSS) (150,532) (361,153) 51,208 (154,427) 41,255 (182,000) (615,858) 287,036 81,358 (45,948) (205,115) 49,796 2,202 162,481 (51,724) (579,736) (1,091,420) 402,307 (689,113) (274,628) -414,485 150.9%

OTHER INCOME Fund Raising Events ------435 - 422 - - - 2,655 - 3,512 3,512 3,512 8,513 -5,002 -58.8% Minimal amount Gain (Loss) on Sale ------996 996 996 996 23,552 -22,556 -95.8% PCS/LFHS Grant Revenue ------6,000 - - 4,000 - - - 2,699 -2,699 -100.0% Minimal amount Interest Income 402,307 4,179 174 10 462 1,220 - 50 - - - 744 - 84 78 2,822 409,308 (402,307) 7,000 10,521 -3,521 -33.5% Minimal amount Misc Revenue 40,638 4,774 36 2,882 464 100 2,404 293 1,778 569 (624) 1,355 1,117 203 4,219 14,796 60,209 60,209 42,049 18,160 43.2% SFHS/PCS Rental Revenue - - 1,200 ------7,500 3,250 - 3,000 20,675 35,625 35,625 35,625 34,875 750 2.2% Donations - 785 - 1,145 300 1,460 12,010 381 576 5,850 - 916 (2,385) 2,200 1,968 24,421 25,206 - 25,206 17,458 7,748 44.4% Minimal amount TOTAL OTHER INCOME 442,946 9,738 1,410 4,036 1,226 2,780 14,415 1,159 8,354 14,341 (624) 6,265 (1,268) 12,142 27,935 82,171 534,855 (402,307) 128,040 139,666 -11,626 -8.3%

EXCESS REVENUES OVER(UNDER) 292,414 (351,416) 52,618 (150,391) 42,482 (179,220) (601,443) 288,195 89,713 (31,607) (205,739) 56,061 934 174,623 (23,789) (497,564) (556,565) (0) (561,073) (134,962) -426,110 315.7% EXPENSES - Total Margin: (Measures the profitability of an organization) Industry Average for MN Nursing Homes = 1.15% per CliftonLarsonAllen 2018, .11% 2017 ------INCREASE (DECREASE) IN NET ASSETS 1,092,414 (351,416) 52,618 (150,391) 42,482 (179,220) (601,443) (111,805) (310,287) (31,607) (205,739) 56,061 934 174,623 (23,789) (1,287,564) (546,565) (561,073) (134,962) - NET ASSETS/EQUITY, BEGINNING OF 54,272,953 4,337,231 53,917 (614,558) 2,003,844 1,244,399 1,215,579 327,061 1,462,943 1,389,600 (1,973,499) (764,443) 2,321,259 1,383,668 (370,906) 7,678,864 66,289,048 - 66,289,048 YEAR

NET ASSETS/EQUITY, END OF YEAR 55,365,367 3,985,816 106,535 (764,949) 2,046,326 1,065,179 614,136 215,256 1,152,656 1,357,993 (2,179,238) (708,382) 2,322,192 1,558,291 (394,696) 6,391,300 65,742,483 - 65,742,483

(83,216) (211,731) 181,694 227,189 (58,329) (388,891) (155,173) (97,827) 184,226 (142,762) (544,820) (544,820) (544,820) Previous FYTD Excess Rev Over/Under (96,005) (389,712) 106,501 (137,477) 26,722 183,152 211,234 98,761 (9,603) 118,973 47,256 (11,745) (0) (16,252) Current Month Excess Rev Over/Under 84,068 (93,273) (4,906) (24,948) 73,601 (13,065) (80,513) 71,070 49 (9,355) (49,033) (10,655) 73,675 58,054 (13,754) 70,221 61,016

V:\Saint Francis Health Services\Corporate Administration\0Governance\Governance Board\Agendas\2020 Board Agendas\2.5 April 28, 2020\05 February 2020 Consolidated Financials ST. FRANCIS HEALTH SERVICES OF MORRIS, INC. AND SUBSIDIARIES INCOME STATEMENT RATIOS FOR THE PERIOD ENDING . . . February 29, 2020

SKILLED NURSING FACILITIES SFHS - CONSOLIDATED

St. Francis Health Prairie Aitkin Browns Chisholm Duluth Farmington Franciscan Guardian Koochiching Little Falls Pennington Renville Zumbrota FYE 09/20 YTD FYE 09/20 YTD Services of Community Health Valley Health Health Health Health Health Angels Health & Health Health Morris Health Health Health Health Consolidated Consolidated Morris Services Services Center Center Services Services Center Rehab Center Services Services Services Services Services Services SUBTOTAL before with Estimated (SFHS) (PCS) (AHS) (BVHC) (CHC) (DHS) (FHS) (FHC) (GAHR) (KHS) (LFHS) (MHS) (PHS) (RHS) (ZHS) SNF/Campus Eliminations Eliminations

Operating Margin (FYE 09/20) -10.21% -3.18% 2.55% -11.35% 1.30% -3.82% -14.88% 13.46% 2.15% -2.55% -7.08% 1.27% 0.08% 5.37% -2.08% -1.51% -2.13% -1.41% Operating Margin (Oct18-Sept19) 0.80% -0.80% 2.37% -8.14% 1.82% -1.92% -7.41% 8.03% 5.53% -8.85% -12.91% -6.18% -1.90% 1.40% -7.60% -2.49% -1.99% -1.29% Operating Margin (FYE 09/19) 1.38% -0.48% 3.98% -7.50% 3.90% -2.69% -7.79% 8.21% 5.47% -7.78% -9.26% -5.02% -1.01% 3.36% -5.78% -1.57% -1.23% -0.43% Operating Margin (FYE 06/18) -15.53% -5.45% -4.29% 8.17% 5.55% 5.62% 3.24% 5.64% 9.59% 3.00% -18.52% 0.11% 7.94% 5.53% 0.83% 3.14% 0.29% 1.31% Operating Margin (FYE 06/17) -2.62% -1.11% -16.88% 0.55% 5.62% 7.37% 0.27% 8.29% 4.16% -4.56% -9.19% 0.00% 2.03% 2.32% 4.36% 1.51% 0.61% 1.46%

Total Margin: (FYE 09/20) 19.84% -3.09% 2.62% -11.06% 1.34% -3.76% -14.53% 13.51% 2.37% -1.75% -7.10% 1.43% 0.03% 5.77% -0.96% -1.30% -1.09% -1.15% Total Margin: (Oct18-Sept19) 32.10% -0.37% 2.44% -7.85% 1.88% -1.88% -7.08% 8.19% 5.61% -8.25% -12.61% -5.93% -1.71% 1.60% -6.74% -2.25% -0.79% -0.84% Total Margin: (FYE 09/19) 34.04% -0.10% 4.05% -7.25% 3.98% -2.65% -7.51% 8.40% 5.54% -7.77% -8.91% -4.78% -0.80% 3.62% -4.84% -1.35% -0.03% -0.03% Total Margin: (FYE 06/18) -5.55% -4.89% -4.16% 9.09% 5.63% 5.70% 3.76% 5.72% 9.67% 3.74% -18.14% 0.66% 8.15% 5.69% 2.23% 3.51% 1.08% 1.14% Total Margin: (FYE 06/17) 30.76% -0.89% -16.85% 0.89% 5.67% 7.41% 0.42% 8.39% 4.70% 12.31% -9.00% 0.67% 2.22% 2.84% 5.39% 2.62% 3.11% 3.27% Total Margin: (Measures the profitability of an organization) Industry Average for MN Nursing Homes = 1.15% per CliftonLarsonAllen 2018, .11% 2017

EBITDA: (FYE 09/20) -4.38% 1.01% 11.02% -2.86% 6.68% 8.29% 1.90% 19.48% 14.13% 3.32% 14.75% 9.60% 9.16% 14.42% 8.36% 9.35% 7.01% 7.42% EBITDA: (Oct18-Sept19) 4.15% 3.43% 11.38% 0.08% 7.99% 8.08% 3.20% 14.58% 17.66% -2.48% 11.18% 2.42% 7.54% 11.17% 3.60% 7.83% 6.66% 7.08% EBITDA: (FYE 09/19) 4.62% 3.71% 13.10% 0.65% 10.03% 7.47% 2.60% 14.82% 17.78% -1.75% 14.39% 3.42% 8.52% 13.19% 5.48% 8.71% 7.38% 7.84% EBITDA: (FYE 06/18) -6.85% -1.26% 6.80% 16.40% 12.02% 14.22% 12.35% 12.89% 22.04% 9.79% 7.37% 8.91% 17.43% 16.12% 11.78% 13.33% 8.87% 9.42% EBITDA: (FYE 06/17) 5.04% 3.45% -3.61% 10.33% 12.54% 14.83% 9.66% 15.91% 16.36% 1.31% 13.32% 10.22% 12.34% 12.72% 15.57% 11.67% 9.11% 9.63% Industry Average for MN Nursing Homes = 7.32% per CliftonLarsonAllen 2018, 6.04% 2017

Bad Debts (FYE 09/20 $ - $15,054 $50 $1,447 $0 $15,361 $12,364 $0 $0 $0 $5,396 $1,432 $11,699 $1,217 $0 $48,965 $64,019 Bad Debt Cost per Resident Day $0.39 $0.01 $0.29 $0.00 $1.23 $1.31 $0.00 $0.00 $0.00 $0.68 $0.15 $1.21 $0.18 $0.00 $0.45 $0.43 Bad Debt Cost per Resident Day(10/18-09/19) $2.11 $0.15 $0.00 $1.63 $4.36 $1.00 $0.59 $1.31 $0.18 $5.81 $1.42 $3.32 $2.36 $0.83 $1.93 $1.98 Bad Debt Cost per Resident Day(FYE 09/19) $1.77 $0.12 $0.15 $1.27 $3.48 $0.82 $0.47 $1.05 $0.15 $4.65 $1.11 $2.76 $1.90 $0.65 $1.56 $1.61 Bad Debt Cost per Resident Day (FYE 06/18) $0.63 $0.96 $0.00 $1.04 $0.15 $0.80 $0.86 $1.35 $0.10 $3.04 $0.07 $0.17 $1.29 $0.16 $0.69 $0.67 Bad Debt Cost per Resident Day (FYE 06/17) $0.44 -$0.10 $0.80 $0.44 $0.62 -$0.02 $1.76 $0.00 $0.00 $0.16 $0.38 $0.02 $1.22 $0.51 $0.42 $0.43

Skilled Nursing Casemix Current Month 1.00 0.96 1.03 1.02 0.99 1.33 0.94 0.92 1.01 1.01 0.97 1.05 1.00 1.02 Average Casemix: (FYE 09/20) 0.97 0.95 1.01 1.03 0.99 1.21 0.95 0.91 1.00 1.01 0.97 1.06 1.02 1.01 CaseMix Casemix: (Oct18-Sept19) 1.01 0.94 1.01 1.05 1.06 1.05 0.97 0.95 0.96 1.03 1.03 1.00 1.02 Casemix: (FYE 09/19) 1.00 0.94 1.00 1.05 1.07 1.04 0.98 0.95 0.97 1.03 1.03 1.00 1.03 Casemix: (FYE 06/18) 0.99 0.98 1.05 1.08 1.10 1.07 1.04 0.97 1.00 1.01 1.07 1.01 1.07 Casemix: (FYE 06/17) 1.03 0.91 1.04 1.09 1.03 1.11 1.05 0.92 1.09 0.99 1.00 1.01 1.09

Skilled Nursing Occupancy Current Month 98.90% 81.16% 97.09% 90.70% 75.90% 93.25% 90.92% 77.20% 81.09% 84.72% 91.28% 88.90% 89.52% 87.74% Average % Occup Occupancy: (FYE 09/20) 98.61% 79.48% 92.27% 89.10% 74.02% 94.62% 89.27% 85.43% 81.56% 79.95% 91.09% 79.41% 88.11% 86.38% Average % Occup Occupancy: (Oct18-Sept19) 97.88% 89.85% 91.09% 90.86% 87.47% 97.63% 93.56% 88.87% 70.95% 84.42% 93.90% 84.25% 89.19% 89.22% Average % Occup Occupancy: (FYE 09/19) 98.06% 90.91% 92.15% 91.01% 87.47% 97.82% 93.16% 88.29% 70.26% 95.95% 94.44% 86.69% 89.52% 0.00% Occupancy: (FYE 06/18) 90.63% 96.06% 91.21% 93.24% 88.27% 95.85% 94.75% 92.58% 62.03% 91.41% 94.75% 77.26% 95.94% 89.89% Occupancy: (FYE 06/17) 82.41% 98.34% 94.19% 93.39% 89.69% 97.74% 91.47% 93.30% 90.84% 95.78% 90.50% 85.76% 95.53% 92.36% Industry Average for MN Nursing Homes = 86.50% per CliftonLarsonAllen 2018

V:\Saint Francis Health Services\Corporate Administration\0Governance\Governance Board\Agendas\2020 Board Agendas\2.5 April 28, 2020\05 February 2020 Consolidated Financials ST. FRANCIS HEALTH SERVICES OF MORRIS, INC. AND SUBSIDIARIES INCOME STATEMENT RATIOS FOR THE PERIOD ENDING . . . February 29, 2020

SKILLED NURSING FACILITIES SFHS - CONSOLIDATED

St. Francis Health Prairie Aitkin Browns Chisholm Duluth Farmington Franciscan Guardian Koochiching Little Falls Pennington Renville Zumbrota FYE 09/20 YTD FYE 09/20 YTD Services of Community Health Valley Health Health Health Health Health Angels Health & Health Health Morris Health Health Health Health Consolidated Consolidated Morris Services Services Center Center Services Services Center Rehab Center Services Services Services Services Services Services SUBTOTAL before with Estimated (SFHS) (PCS) (AHS) (BVHC) (CHC) (DHS) (FHS) (FHC) (GAHR) (KHS) (LFHS) (MHS) (PHS) (RHS) (ZHS) SNF/Campus Eliminations Eliminations Meadows on Bridgeway Skyview Court & Main/Prairie Bridges of Subtotal HWS Group Home/Housing with Services (HWS) Occupancy Multiple Homes Suncrest Terrace/Suites Jack Pines Chateau Estates Plaza View Zumbrota ONLY Current Month 88.86% 99.44% 90.14% 91.67% 91.79% 80.55% 82.76% 89.81% 90.94% Occupancy: (FYE 09/20) 87.48% 97.56% 95.25% 96.43% 96.96% 80.00% 84.08% 94.12% 94.07% Occupancy: (Oct18-Sept19) 86.46% 85.82% 95.97% 88.33% 96.80% 80.01% 83.96% 89.45% 89.54% Occupancy: (FYE 09/19) 86.46% 82.17% 94.55% 87.33% 97.22% 79.17% 83.87% 89.38% 88.71% Occupancy: (FYE 06/18) 87.52% 77.79% 91.54% 86.53% 97.87% 94.94% 88.40% 89.23%

Occupancy: (FYE 06/17) 90.56% 88.61% 86.67% 98.15% 98.49% 98.04% 90.29% 92.97%

SNF Average FYE 09/20 Avg Length of Stay (LOS) 184 459 114 128 94 702 250 484 107 126 190 386 408 279 FYE 09/20 Avg LOS - Medicare Stays only 42 24 29 31 15 36 23 31 31 21 30 47 40 31 FYE 09/20 Avg LOS - Other Skilled Stays only 32 18 18 26 22 22 20 23 16 23 18 22 20 22 FYE 09/19 Avg Length of Stay (LOS) 171 637 153 161 118 531 204 328 114 212 257 369 287 272 FYE 09/19 Avg LOS - MC Stays only 25 31 32 27 29 36 27 24 42 28 33 42 32 31 FYE 09/19 Avg LOS - Other Skilled Stays only 23 39 27 28 22 28 31 28 30 32 26 47 31 30

Skilled Nursing Census - 10/01/2019 41 33 64 78 59 46 83 45 50 68 65 42 48 703 Nursing Home ONLY Admissions From: Medicaid 3 0 1 8 3 1 3 2 3 1 3 3 0 31 6% Admissions From: Medicare 10 5 23 60 13 2 29 16 9 24 23 10 11 235 48% Admissions From: Private 3 2 6 3 14 4 6 4 7 4 2 5 1 61 12% Admissions From: MSHO 3 0 4 19 1 3 7 1 8 1 4 2 4 57 12% Admissions From: Other 5 4 11 16 24 1 8 2 4 3 17 8 3 106 22% FYTD Admissions 24 11 45 106 55 11 53 25 31 33 49 28 19 490 514 Prior Year Admits Discharges To: Hospital 1 0 4 8 1 1 5 6 2 0 3 0 0 31 6% -4.67% Discharges To: SNF 2 0 1 4 2 0 1 1 0 0 2 0 0 13 3% Discharges To: Related Facility 0 0 0 2 0 0 0 1 0 0 0 2 0 5 1% Discharges To: Assisted Living 2 0 0 17 5 1 2 2 6 0 3 3 1 42 9% Discharges To: Home 9 5 26 47 19 1 30 4 10 30 30 7 13 231 48% Discharges To: Expired 7 6 11 23 20 11 14 12 9 11 15 12 8 159 33% FYTD Discharges 21 11 42 101 47 14 52 26 27 41 53 24 22 481 489 Prior Year Discharges Skilled Nursing Census - Current Month End 44 33 67 83 67 43 84 44 54 60 61 46 45 712 -1.64%

Group Home/HWS Census - 10/01/2019 271 44 60 12 42 61 21 240 Subtotal HWS ONLY Admissions From: Medicaid 52 1 0 1 1 0 0 3 11% MA Admissions From: Medicare 0 0 0 0 0 0 0 0 0% MC Admissions From: Private 0 5 8 0 2 8 1 24 86% PP Admissions From: MSHO 0 0 0 1 0 0 0 1 4% MSHO Admissions From: Other 0 0 0 0 0 0 0 0 0% OTHER FYTD Admissions 52 6 8 2 3 8 1 28 Discharges To: Hospital 0 0 0 0 0 0 0 0 0% HOSP Discharges To: SNF 0 0 0 1 3 0 0 4 11% SNF Discharges To: Related Facility 0 0 2 0 0 4 0 6 17% RELATED Discharges To: Assisted Living 0 1 5 1 0 0 0 7 20% HWS Discharges To: Home 55 2 0 0 2 1 3 8 23% HOME Discharges To: Expired 0 2 3 1 1 3 0 10 29% EXPIRED FYTD Discharges 55 5 10 3 6 8 3 35

PCS/HWS Census - Current Month End 268 45 58 11 39 61 19 233

V:\Saint Francis Health Services\Corporate Administration\0Governance\Governance Board\Agendas\2020 Board Agendas\2.5 April 28, 2020\05 February 2020 Consolidated Financials ST. FRANCIS HEALTH SERVICES OF MORRIS, INC. AND SUBSIDIARIES DEBT SUMMARY February 29, 2020 Debt Associated with:

T=Tax Interest Rate Amortization Pre-Pymt Interest Issue Date or ORIGINAL LOAN BANK LOAN # LOAN DESCRIPTION TE=Tax Maturity Date Fixed Fees attached as SFHS PCS AHS BVHC CHC DHS FHS FHC GAHR KHS LFHS MHS PHS RHS ZHS Total Penalty Rate Date of Loan AMOUNT Exempt Through of 09/30/19

HCF Rev. Note 1999A / (St Francis 114841 TE No 1.641% 7/1/1999 3/1/2020 7/1/2019 $0 $2,858,717 $2,112 $13,084 $15,196 project)

132173 HCF Rev Note 2002C TE Yes 4.490% 5/21/2002 5/1/2022 5/1/2017 $7,458 $510,200 $81,810 $81,810

134917 HCF Rev Note 2002B / SFHS project TE Yes 3.520% 12/4/2002 12/4/2022 12/4/2022 $9,390 $2,807,000 $85,436 $85,436

139611 HCF Rev Note 2003 / SFHS Project TE Yes 4.460% 10/10/2003 10/10/2023 10/10/2018 $29,881 $3,997,610 $0 $0 HCF Rev Note 2009A / Chisholm 522087 Major Project 2007 / previous Note # TE Yes 3.650% 10/21/2009 10/21/2029 10/21/2019 $30,809 $1,200,000 $646,716 $646,716 BREMER

508272 $16,660,544 44000917 HCF Revenue Note Series 2012 TE Yes 3.520% 11/1/2012 11/1/2032 11/1/2022 $91,783 $9,617,000 $119,853 $6,644,006 $6,763,859 44001378 HCF Revenue Note Series 2012A TE Yes 3.510% 12/28/2012 12/28/2032 12/28/2022 $34,597 $3,600,000 $2,530,792 $2,530,792 44001379 HCF Revenue Note Series 2012A TE Yes 3.510% 12/28/2012 12/28/2032 12/28/2022 $59,180 $6,400,000 $0 $0 7701094800003 HCF Revenue Note Series 2015B TE Yes 2.901% 12/10/2015 12/10/2035 12/10/2020 $91,115 $5,911,476 $4,945,932 $4,945,932 7701094700003 HCF Revenue Note Series 2015A TE Yes 2.901% 12/10/2015 12/10/2035 12/10/2020 $30,411 $1,914,128 $1,590,802 $1,590,802 7701094500003 HCF Revenue Note Series 2015 TE Yes 2.901% 12/10/2015 12/10/2035 12/10/2020 $34,120 $2,134,396 $0 $0

HCF Rev Note 2009A; 2,180,000; 240

t - 25535 months; 4.23%; Refinance #21426, TE No 2.930% 12/10/2009 12/1/2029 12/10/2024 $15,097 $2,180,000 $1,045,280 $1,045,280 23157, 25065 MinnWes Ortonville

HCF Rev Note 2009B; 5,165,000; 240 1463693481 months; 4.23%; Refinance Existing TE No 2.930% 12/10/2009 12/1/2029 12/10/2024 $52,673 $5,165,000 $2,817,048 $2,817,048 Loans HCF Rev Note 2009C; 2,445,000; 240

1463693482 months; 4.23%; Refinance Existing TE No 2.930% 12/10/2009 12/1/2029 12/10/2024 $24,789 $2,445,000 $1,321,325 $1,321,325 $4,138,373 Minnwest -

Redwood Falls Loans HCF Rev Note 2003 B ZHS PROJ 605974001 TE No 3.545% 12/17/2003 12/17/2023 12/17/2023 $10,744 $1,071,400 $174,044 $174,044 4.25% State Winona 172739 HCF Rev Note 2010 ZHS PROJ 4.0% TE Yes 4.000% 11/19/2010 11/19/2030 11/19/2020 $42,447 $1,938,878 $1,230,514 $1,230,514 ########

HCF Rev Note series 2004a 4.25%; #1-8 Interest rate reset on 10/22/2009 to TE No 4.000% 10/22/2004 10/22/2024 10/22/2019 $32,410 $2,139,332 $633,673 $633,673

Bank of 4% the West the

2115525 HCF Rev Note Series 2014A TE Yes 2.813% 7/3/2014 7/1/2034 7/1/2024 $35,495 $2,121,000 $1,641,135 $1,641,135 2115528 HCF Rev Note Series 2014A TE Yes 2.813% 7/3/2014 7/1/2039 7/1/2024 $87,477 $4,810,000 $4,002,261 $4,002,261 2115531 HCF Rev Note Series 2014A TE Yes 2.813% 7/3/2014 7/1/2024 7/1/2024 $11,983 $986,000 $468,971 $468,971

2115534 HCF Rev Note Series 2014A TE Yes 2.813% 7/3/2014 7/1/2034 7/1/2024 $33,462 $1,997,000 $1,544,862 $1,544,862 2047115 HCF Rev Note, Series 2012; 2.31% TE Yes 3.142% 10/3/2012 10/3/2042 10/3/2022 $113,560 $10,000,000 $8,232,403 $8,232,403

Bell State State Bell HCF Rev Note 2018 (Little Falls Health 2231292 TE Yes 4.160% 10/31/2018 11/1/2043 10/31/2028 $81,306 $5,561,000 $5,401,709 $5,401,709 $26,633,786 Services Project) HCF Rev Note 2018 (Little Falls Health 2231295 TE Yes 4.160% 10/31/2018 11/1/2043 10/31/2028 $80,400 $5,500,000 $5,342,445 $5,342,445 Services Project)

Suncrest Purchase 3.90% Revenue 14442 TE Yes 3.900% 6/30/2011 7/1/2036 6/30/2021 $128,010 $5,150,000 $3,924,454 $3,924,454

Bank Note 2011 Choice

HCF REV NOTE Series 2011 4.00% 134058 TE NO 4.000% 7/29/2011 7/29/2031 7/29/2021 $125,969 $5,870,000 $3,910,499 $3,910,499

Total $5,870,000 es the es the Margin: profitab (Measur

LEASE 2.901% 4/1/2016 12/1/2023 $0 $704,605 $333,826 $333,826 ork Littlef City of of City

222561000 HCFR Refunding Bonds TE Yes 3.980% 8/1/2019 8/1/2049 8/1/2049 $483,356 $19,215,000 $19,215,000 $19,215,000

US Bank 260011000 DHS Project 2020 TE Yes 3.860% 2/1/2020 2/1/2050 2/1/2050 $367,135 $14,155,000 $14,155,000 $14,155,000 $33,370,000

Avg Int Rate of ALL External 3.6088% $131,537,805 $2,112 $1,304,307 $3,910,499 $1,045,280 $2,336,038 $18,079,454 $19,215,000 $3,185,997 $6,644,006 $333,826 $14,746,414 $2,530,792 $8,232,403 $4,138,373 $6,565,963 $92,270,464 SUBTOTAL PROPERTY DEBT (EXTERNAL LOANS) Notes =

V:\Saint Francis Health Services\Corporate Administration\0Governance\Governance Board\Agendas\2020 Board Agendas\2.5 April 28, 2020\05 February 2020 Consolidated Financials ST. FRANCIS HEALTH SERVICES OF MORRIS, INC. AND SUBSIDIARIES DEBT SUMMARY February 29, 2020 Debt Associated with:

T=Tax Interest Rate Amortization Pre-Pymt Interest Issue Date or ORIGINAL LOAN BANK LOAN # LOAN DESCRIPTION TE=Tax Maturity Date Fixed Fees attached as SFHS PCS AHS BVHC CHC DHS FHS FHC GAHR KHS LFHS MHS PHS RHS ZHS Total Penalty Rate Date of Loan AMOUNT Exempt Through of 09/30/19

$38,369 $38,369 Ally

V#B01 Van for PCS T No 0.000% 12/17/2014 12/17/2019 Loan Term $0 $25,060 $0 $0 V#B02 Van for PCS T No 0.000% 12/17/2014 12/17/2019 Loan Term $0 $28,296 $0 $0 V#B03 Van for PCS T No 0.000% 12/17/2014 12/17/2019 Loan Term $0 $24,513 $0 $0 $1,283 Capital

Chrysler Chrysler V#B08 Van for PCS T No 0.000% 5/17/2015 5/17/2020 Loan Term $0 $25,672 $1,283 $1,283 V#B04 Van for SFHS T No 0.000% 12/17/2014 12/17/2019 Loan Term $0 $29,525 $0 $0 V#B24 Vehicle for PCS T NA 7.53% 3/9/2018 2/1/2023 Lease Term $0 $23,257 $15,521 $15,521 V#B25 Vehicle for PCS T NA 7.53% 3/9/2018 2/1/2023 Lease Term $0 $23,257 $15,521 $15,521 V#B26 Vehicle for PCS T NA 7.53% 3/9/2018 2/1/2023 Lease Term $0 $23,257 $15,521 $15,521 V#B27 Vehicle for PCS T NA 7.59% 3/16/2018 2/1/2023 Lease Term $0 $23,256 $15,644 $15,644 V#B28 Vehicle for PCS T NA 7.53% 3/9/2018 2/1/2023 Lease Term $0 $23,257 $15,521 $15,521 V#B29 Vehicle for PCS T NA 7.53% 3/9/2018 2/1/2023 Lease Term $0 $23,257 $15,521 $15,521 V#B30 Vehicle for PCS T NA 7.59% 3/16/2018 2/1/2023 Lease Term $0 $23,256 $15,644 $15,644 V#B31 Vehicle for SFHS T NA 7.40% 3/2/2018 2/1/2023 Lease Term $0 $23,324 $15,358 $15,358 V#B32 Vehicle for PCS T NA 7.43% 3/5/2018 2/1/2023 Lease Term $0 $23,283 $15,432 $15,432 V#B33 Vehicle for SFHS T NA 7.40% 3/2/2018 2/1/2023 Lease Term $0 $23,324 $15,357 $15,357 V#B34 Vehicle for SFHS T NA 7.40% 3/2/2018 2/1/2023 Lease Term $0 $23,324 $15,358 $15,358 V#B35 Vehicle for SFHS T NA 7.17% 3/2/2018 2/1/2022 Lease Term $0 $23,226 $13,557 $13,557 V#B36 Vehicle for PCS T NA 7.62% 3/20/2018 2/1/2023 Lease Term $0 $23,255 $15,714 $15,714 V#B37 Vehicle for SFHS T NA 7.40% 3/2/2018 2/1/2023 Lease Term $0 $23,324 $15,358 $15,358 V#B38 Vehicle for SFHS T NA 7.65% 4/6/2018 4/6/2022 Lease Term $0 $36,415 $22,103 $22,103 V#B39 Vehicle for PCS T NA 7.85% 7/25/2018 7/1/2023 Lease Term $0 $47,041 $35,219 $35,219 V#B40 Vehicle for PCS T NA 8.14% 8/7/2018 8/1/2023 Lease Term $0 $47,041 $35,409 $35,409 V#B41 Vehicle for PCS T NA 8.14% 1/4/2019 1/1/2023 Lease Term $0 $24,044 $18,749 $18,749 V#B42 Vehicle for PCS T NA 8.12% 1/7/2019 1/1/2023 Lease Term $0 $24,044 $18,785 $18,785 V#B43 Vehicle for PCS T NA 8.14% 1/4/2019 1/1/2023 Lease Term $0 $24,044 $18,749 $18,749 V#B44 Vehicle for PCS T NA 8.14% 1/4/2019 1/1/2023 Lease Term $0 $24,044 $18,749 $18,749 V#B45 Vehicle for PCS T NA 8.14% 1/4/2019 1/1/2023 Lease Term $0 $24,044 $18,749 $18,749

V#B46 Vehicle for PCS T NA 8.14% 1/4/2019 1/1/2023 Lease Term $0 $24,044 $18,749 $18,749 $882,449 V#B47 Vehicle for PCS T NA 8.11% 1/9/2019 1/1/2023 Lease Term $0 $23,890 $18,808 $18,808 V#B48 Vehicle for PCS T NA 7.84% 1/21/2019 1/1/2023 Lease Term $0 $24,938 $19,528 $19,528

Enterprise Fleet Management - Leased Vehicles Leased - Management Fleet Enterprise V#B49 Vehicle for PCS T NA 7.84% 1/21/2019 1/1/2023 Lease Term $0 $24,938 $19,528 $19,528 V#B50 Vehicle for PCS T NA 7.84% 1/21/2019 1/1/2023 Lease Term $0 $24,938 $19,528 $19,528 V#B51 Vehicle for SFHS T NA 7.84% 1/21/2019 1/1/2023 Lease Term $0 $24,938 $19,528 $19,528 V#B52 Vehicle for PCS T NA 7.84% 1/21/2019 1/1/2023 Lease Term $0 $24,938 $19,528 $19,528 V#B53 Vehicle for PCS T NA 7.44% 5/21/2019 5/1/2024 Lease Term $0 $49,842 $42,880 $42,880 V#B54 Vehicle for PCS T NA 7.33% 4/16/2019 4/1/2024 Lease Term $0 $25,910 $20,978 $20,978 V#B55 Vehicle for SFHS T NA 6.52% 1/24/2020 1/1/2024 Lease Term $0 $37,390 $36,705 $36,705 V#B56 Vehicle for SFHS T NA 6.80% 1/24/2020 1/1/2025 Lease Term $0 $24,758 $24,403 $24,403 V#B57 Vehicle for PCS T NA 6.80% 1/24/2020 1/1/2025 Lease Term $0 $24,758 $24,403 $24,403 V#B58 Vehicle for SFHS T NA 6.80% 1/24/2020 1/1/2025 Lease Term $0 $24,758 $24,403 $24,403 V#B59 Vehicle for PCS T NA 7.00% 2/11/2020 2/1/2025 Lease Term $0 $24,563 $24,563 $24,563 V#B60 Vehicle for PCS T NA 7.00% 2/11/2020 2/1/2025 Lease Term $0 $24,563 $24,563 $24,563 V#B61 $24,563 $24,563 V#B62 Vehicle for PCS T NA 6.83% 2/19/2020 2/1/2025 Lease Term $0 $24,563 $24,563 $24,563 V#B63 Vehicle for PCS T NA 6.83% 2/19/2020 2/1/2025 Lease Term $0 $24,563 $24,563 $24,563 V#B64 Vehicle for PCS T NA 6.83% 2/19/2020 2/1/2025 Lease Term $0 $24,563 $24,563 $24,563 V#B65 Vehicle for PCS T NA 6.83% 2/19/2020 2/1/2025 Lease Term $0 $24,563 $24,563 $24,563 $0 SUBTOTAL VEHICLE DEBT/LEASE (EXTERNAL) $1,242,193 $202,130 $719,972 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $922,102 INTERNAL LOANS WITH SFHS $3,776,950 $40,402 $425,852 $489,515 $0 $911,559 $336,788 $4,747,849 $250,392 $5,120,588 $6,135,468 $1,323,308 $1,996,658 $0 $25,555,328

GRAND TOTAL OF ALL LOANS (INTERNAL/EXTERNAL & VEHICLE) $204,242 $5,801,228 $3,950,900 $1,471,132 $2,825,553 $18,079,454 $20,126,559 $3,522,785 $11,391,855 $584,218 $19,867,002 $8,666,261 $9,555,711 $6,135,031 $6,565,963 $118,747,894 APPRAISALS Last Appraisal Value $430,000 $5,505,000 $2,583,000 $9,828,000 $9,848,000 $12,700,000 $4,930,000 $12,811,000 $16,200,000 $9,000,000 $12,949,000 $10,332,000 $5,341,000 $112,457,000 Amount of Change this Fiscal Year $16,022 -$702,014 -$455,341 -$344,393 -$580,942 $6,909,936 $12,595,167 -$316,392 -$1,066,341 -$274,039 -$638,842 -$651,742 -$474,069 -$866,000 -$740,871 $12,410,137

V:\Saint Francis Health Services\Corporate Administration\0Governance\Governance Board\Agendas\2020 Board Agendas\2.5 April 28, 2020\05 February 2020 Consolidated Financials

Report for SFHS Board April 28th, 2020

Occupancy, Admissions & Discharges:  Program Services occupancy is at 90% (261 of 289)  Billable occupancy Feb 2020 88.86%; FYTD 87.48%  Open Beds: 5-ICF/IID, 7-AFC/IID, 9-AFC/MI, 0-CFC, and 7-IRTS  Admissions in the last 30 days – 5 (1 ICF/IID, 1 AFC/IID, 2 AFC/MI, 0 CFC, 1 IRTS)  Discharges in the last 30 days – 8 (1 ICF/IID, 2 AFC/IID, 2 AFC/MI, 0 CFC, 3 IRTS)

Five properties are not providing services:  Lakewood (Spicer): as of 12/31/2019 unlicensed with six closed beds.  Starwood (Starbuck) as of 9/12/17 licensed 4 inactive beds listed for sale.  Baywood (Olivia) as the licensed 5th bed at Olivewood has one licensed inactive bed.  Ashwood (Alexandria) as of 12/20/17 licensed with four inactive beds.  Eaglewood (Morris) as of 8/30/19 licensed with four inactive beds.

Completion of the staffing patterns & rate sheets audits indicate medical 1:1 hours exceed the paid rate; rate setting corrections for Jan-May have been submitted. June-December rate setting sheets will be submitted in the month they come due for each person served. New rates for persons being served will take effect in the month that their new service comes due for the 12 month date span. The current 2020 rate increases not yet received totals $689,508.52 for a 12 month period and $637,950.54 has been received for Jan20-Apr20. The amount received in the last 30 days is $361,136.73 due to DHS ending banding early to accommodate additional expenses with people staying home during the COVID-19 pandemic. DHS also approved a 15% Housing Supports (GRH) increase of rates for March, April, and May due to COVID-19. We do not have what that amount is going to be, 15% of our current housing support revenue would be approximately $31,800 per month of additional funds. These funds are to be used to offset qualifying COVID-19 expenses. We are required to report the additional funds and expenses by October 1st, 2020 and any funds not used needs to be returned to DHS.

For almost all of the PCS programs we the current PPE inventory was very low. Since the middle of March, we have been obtaining weekly orders of PPE (gowns, face shields, N95 masks and surgical masks). We are tracking each property’s current inventory numbers. With having no COVID-19 outbreak of any of the PCS persons being served or staff, we are supplying each program with a base level amount of PPE on hand, with each region having a larger supply to be allocated as the need arises with a confirmed case in that program.

With the increase in revenue dollars, we are seeing quicker coverage of the predetermined wage scale increases in each of the programs by region. We have implemented the wage scales in the North, West, Central, and South Regional Director programs as of March 28th. These wages have been slowly implemented and spread out over the last 10 months. Unfortunately, the payroll increases still exceed the revenue increases by month until all the revenues are received. This accounts for the higher net losses than normal in the last couple of months.

Renville County will be moving the Baywood (Olivia) bed to the Sandalwood (Fairfax) program effective upon completion of the Renville County licensor making a site visit to Sandalwood to approve the additional bedroom. Baywood will then be utilized as a 5th bed apartment with services. Sandalwood, licensed at four beds can then seek a replacement one level building with four bedrooms that can provide wheelchair accessible services. Sandalwood currently has three bedrooms and is not wheelchair accessible in a three level home. The county has approved the current three person rates and will approve the rates to stay until a 4th person moves into the program.

Stevens County has submitted the initial paperwork with DHS and MDH to complete a conversion of the six Ravenwood ICF/IID beds to four AFC beds. Cindy Solvie (Regional Director) started to contact each of the case managers, guardians, family members of the people served at Ravenwood to inform them of the change from ICF to AFC. We do not have a transition date, as the County is not able to come out and license the site as an AFC in the current COVID- 19 pandemic. This results in a major impact financially; Ravenwood has accumulated a loss of $98,503 in the last five months or 28% of our loss for the FYE2020 through 02/29/20.

We have submitted the physical address location change of Spiritwood (Spicer) to Lakewood (Spicer) to the Kandiyohi County licensor. The COVID-19 pandemic has caused a delay in getting the onsite visit completed to approve the physical building for licensing change. Once this occurs and residents of Spiritwood are transferred to Lakewood, Spiritwood will be listed for sale.

MN Department of Health  Lakewood (Spicer closed and unlicensed 12/31/19) ironically received a MDH survey on 4/16/2020 for an Infection Control COVID-19 survey.

MN Department of Human Services (DHS)  On September 30th we received verbal approval of the plan of corrections we submitted to Ciara (DHS Licensor). We have not received the written approval from her.

County Licensing  Currently all county licensing visits are on hold due to the COVID-19 pandemic and we have received extended licenses until 6/30/2020 for two programs that expired 4/30/2020.

Respectfully submitted, Chad Meyer VP of Behavioral and Developmental Services

______St. Francis Health Services ______Senior Services Board Report April 28th, 2020 ______

Aitkin Health Services (44) 0 on layaway eff 01/01/18  MDH has not conducted an Infection Control Survey at this time.

Browns Valley Health Center (41) 0 on layaway  MDH conducted an Infection Control Survey on 04/09/20; 0 deficiencies.  Request to MDH to lay away 6 beds effective 07/01/20 due to census.

Chisholm Health Center; Heritage Manor (70) 19 on layaway eff 9/1/19 & (6) I/L units  MDH conducted an Infection Control Survey on 04/13/20; 1-F tag on screening process.  OHFC visit on 03/10/20 investigated 7 complaints; 0 deficiencies.  CHC’s Moratorium Exception proposal was approved.

Duluth Health Services; Viewcrest Health Center (92) 0 layaway 9/1/19 Suncrest AL (45)  MDH conducted an Infection Control Survey on 04/14/20; 0 deficiencies.  OHFC visit on 03/12/20 for a complaint survey resulted in 0 deficiencies.  VHC construction project: cleared to use offices, dining, therapy, Chapel and nurses station areas. Still some work on Mesa Park bathing suite remodel. Pictures below.

Franciscan Health Center (47) 0 on layaway  MDH has not conducted an Infection Control Survey at this time.  Abrupt departure of 3 RN’s due to personal COVID concerns has challenged nurse staffing.

Farmington Health Services; Care Center (84) 6 layaway 9/1/19 Terrace (54) Memory Suites (10)  G tag from 02/24/20 MDH Complaint Survey successfully reduced to a D-level.

Guardian Angels Health & Rehabilitation Center (90) 12 on layaway effective 9/1/19  MDH conducted an Infection Control Survey on 04/08/20; 0 deficiencies.

Koochiching Health Services; Littlefork CC (49) 3 on layaway Jackpine Chateau (12)  MDH conducted an Infection Control Survey on 04/15/20; 0 deficiencies.

Little Falls Health Services; LF Care Center (64) 0 on layaway Bridgeway Estates (42)  Christine Bakke, Regional Director, began Interim Administrator duties on 03/16/20. Seeking Admin.  Sheila Schyma began Culinary Director duties on 04/06/20. Sheila has several years of experience leading Assisted Living nutrition service departments.  USW raised 7 grievances in the past 2 months; 2 as NLRB claims and 1 to arbitration. All resolved with no concerns or retro issues. Relationship with union now positive.  MDH conducted an Infection Control Survey on 03/27/20; 0 deficiencies.  MDH conducted a complaint survey on 03/27/20; unsubstantiated.

Morris Health Services; West Wind Village (72) 10 layaway effective 1/1/2020; 11 on layaway effective 07/01/18 Skyview Court (33); Plaza (39); Walnut Court (8) Caring Suites of Elbow Lake (6); Rural Rehabilitation Services  MDH conducted an Infection Control Survey on 04/15/20; 0 deficiencies.  Crystal Holloway, Skyview Housing Manager began 12 week maternity leave on 04/03/20.  Prairie Ridge Hospital – Elbow Lake began using CSEL for overnight surgical staff housing on 04/17/20.

SFHS Senior Services Board Report - Page 1 of 3 Compiled 04/20/20

Pennington Health Services dba Thief River Care Center (70)  MDH conducted an Infection Control Survey on 04/08/20; 0 deficiencies.

Renville Health Services; RenVilla (55) 1 layaway 02/01/19, Meadows on Main (39), Prairie View (34)  MDH has not conducted an Infection Control Survey at this time.  PV, MDH & local police reviewing suspected drug diversion.

Zumbrota Health Services; Zumbrota Care Center (50) eff 11/13/14 Bridges (22)  MDH conducted an Infection Control Survey on 04/14/20; 0 deficiencies.  Some limited use of agency staff for nurses and NARs.  No school programming or children in lower level during this COVID-19 time.

Overall: Care Centers & Assisted Living locations following CDC, CMS and MDH guidelines regarding COVID-19 (Coronavirus) and taking all efforts to protect residents & staff.

VHC Construction:

SFHS Senior Services Board Report - Page 2 of 3 Compiled 04/20/20

SFHS Senior Services Board Report - Page 3 of 3 Compiled 04/20/20

St. Francis Health Services of Morris, Inc. Corporate Compliance & Ethics Committee Meeting Monday, April 6, 2020 ______The SFHS Corporate Compliance & Ethics Committee held a meeting on April 6, 2020 via go to meeting. Cami Peterson-DeVries, CCO called the meeting to order with a prayer at 10:00 a.m.

PRESENT Cami Peterson-DeVries, Carol Raw, Priscilla Schilling, Chad Meyer, Leah Nelson, Geoff Ryan, Christine Bakke, Will Moncrief, Scot Allen, , Pam Leach, Mary Matthys, Stacy Oberstar, Lucas Koehntop and Jeannie Michaelson.

ABSENT Elizabeth Meichsner and Ben Ryan

AGENDA Raw moved to approve the agenda, motion seconded and carried.

MINUTES Schilling moved to approve the January 6, 2020 meeting minutes, motion seconded and carried.

CCO REPORT Peterson-DeVries provided and reviewed the April 6, 2020 Corporate Compliance Officer’s report with the committee addressing information related to SNF Facility Tag Comparisons, MDH Complaint Surveys, COVID-19 State Update, CMS SNF Regulatory Updates, COVID-19 1135 Waiver Approval National Emergency Act-Retroactive to March 1, 2020 Guidelines for SNF, PBJ Transmission error, Dept. of Homeland Security I- 9 Form guidelines, and CARES Act Updates.

Potential areas of Compliance Vulnerability and Risk: None.

Compliance Issues/Concerns reported/investigations/resolutions: none.

Review and Approve Policies:

CCP.WCEP.001 The Individual Eligibility Screening policy was reviewed and discussed.

MOTION Allen motioned to accept the CCP.WCEP.001 Individual Eligibility Screening policy with committee changes as discussed and agreed to; seconded and carried.

CCP.WCEP.009-F1 The Acknowledge of Responsibilities While Using Privately Owned Vehicles on SFHS Business form was reviewed and discussed.

MOTION Raw motioned to accept the CCP.WCEP.009-F1 form with committee changes as discussed and agreed to; motion seconded and carried.

CCP.WCEP.020 & The Equal Employment Opportunity policy and Affirmative Action Plan Template, AAP CCP.WCEP.020-F1 First Time Submission Checklist, AAP Renewal Checklist, Workforce Certificate CCP.WCEP.020-F2 Application and Annual Compliance Report Packet forms were reviewed and discussed. CCP.WCEP.020-F3 CCP.WCEP.020-F4 CCP.WCEP.020-F5

MOTION Raw motioned to accept the CCP.WCEP.020 Equal Employment Opportunity policy and CCP.WCEP.020-F1 Affirmative Action Plan Template, CCP.WCEP.020-F2 AAP First Time Submission Checklist, CCP.WCEP.020-F3 AAP Renewal Checklist, CCP.WCEP.020-F4 Workforce Certificate Application and CCP.WCEP.020-F5 Annual Compliance Report Packet forms with committee changes as discussed and agreed to; motion seconded and carried.

CAR. SFHS CCC MeetingMin 4/6/20 Page 1 of 5

CCP.WCEP.046-F1 The Disciplinary Correction Plan policy was reviewed and discussed.

MOTION Koehntop motioned to accept the CCP.WCEP.046-F1 Disciplinary Correction Plan form with committee changes as discussed and agreed to; motion seconded and carried.

CCP.WCEP.051 & The Retirement Plan Corrections policy and Employer Retirement Contribution Correction CCP.WCEP.051-F1 for Late Submission, TDA, Roth Retirement Contribution Correction for Late Submission CCP.WCEP.051-F2 and TDA, Roth Retirement Contribution Correction for Late Enrollment forms were CCP.WCEP.051-F3 reviewed and discussed.

MOTION Schilling moved to approve the CCP.WCEP.051 Retirement Plan Corrections policy and CCP.WCEP.051-F1 Employer Retirement Contribution Correction for Late Submission, CCP.WCEP.051-F2 TDA, Roth Retirement Contribution Correction for Late Submission and CCP.WCEP.051-F3 TDA, Roth Retirement Contribution Correction for Late Enrollment forms with committee changes as discussed and agreed to; motion seconded and carried.

CCP.WCEP.052 & The Separation from Employment policy and Employee Termination Checklist, Employee CCP.WCEP.052-F1 Termination Letter and Abandonment of Employment Letter forms were reviewed and CCP.WCEP.052-F2 discussed. CCP.WCEP.052-F3

MOTION Peterson-DeVries moved to approve the CCP.WCEP.052 Separation from Employment policy and CCP.WCEP.052-F1 Employee Termination Checklist, CCP.WCEP.052-F2 Employee Termination Letter and CCP.WCEP.052-F3 Abandonment of Employment Letter forms with committee changes as discussed and agreed to; motion seconded and carried.

CCP.WCEP.044 & The Payroll Corrections policy and Pay Rule Change Request and Add New Pay Rule CCP.WCEP.044-F1 Request forms were reviewed and discussed. CCP.WCEP.044-F2

MOTION Koehntop moved to approve the CCP.WCEP.044 Payroll Corrections policy and CCP.WCEP.044-F1 Pay Rule Change Request and CCP.WCEP.044-F2 Add New Pay Rule Request forms with committee changes as discussed and agreed to; motion seconded and carried.

CCP.AFD.023 The Resident Trust Account Fund Administration policy was reviewed and discussed.

MOTION Schilling moved to approve the CCP.AFD.023 Resident Trust Account Fund Administration policy with committee changes as discussed and agreed to; motion seconded and carried.

CCP.AFD.026 & The Tax Exempt Bonds Pre & Post Issuance Compliance policy and Declaration of Official CCP.AFD.026-F1 Intent form were reviewed and discussed.

MOTION Allen moved to approve the CCP.AFD.026 Tax Exempt Bonds Pre & Post Issuance Compliance policy and CCPAFD.026-F1 Declaration of Official Intent form with committee changes as discussed and agreed to; motion seconded and carried.

CCP.AFD.032 The Risk Management in Financial Management policy was reviewed and discussed.

MOTION Allen moved to approve the CCP.AFD.032 Risk Management in Financial Management policy with committee changes as discussed and agreed to; motion seconded and carried.

CAR. SFHS CCC MeetingMin 4/6/20 Page 2 of 5

CCP.AFD.051 The Cash Handling was reviewed and discussed.

MOTION Allen moved to approve the CCP.AFD.51 Cash Handling policy with committee changes as discussed and agreed to; motion seconded and carried.

CCP.AFD.021A The COVID-19 Related Expense Management policy was reviewed and discussed.

MOTION Nelson moved to CCP.AFD.021A COVID-19 Related Expense Management policy with committee changes as discussed and agreed to; motion seconded and carried.

CCP.QC.AL.002 The Accident Incident policy was reviewed and discussed.

MOTION Schilling moved to approve the CCP.QC.AL.002 Accident Incident policy as discussed and agreed to; motion seconded and carried.

CCP.MP.007 The Medical Examiner Reportable Deaths policy was reviewed and discussed.

MOTION Raw moved to approve the CCP.MP.007 Medical Examiner Reportable Deaths policy with committee changes as discussed and agreed to; motion seconded and carried.

CCP.QC.071 The Restorative Nursing Program policy was reviewed and discussed.

MOTION Allen moved to approve the CCP.QC.071 Restorative Nursing Program policy with committee changes as discussed and agreed to; motion seconded and carried.

CCP.AFD.001A The Interim COVID-19 Management Charitable Donations policy was reviewed and discussed.

MOTION Schilling moved to approve the CCP.AFD.001A Interim COVID-19 Management Charitable Donations policy with committee changes as discussed and agreed to; motion seconded and carried.

CCP.EPLS.031A The Pandemic-Disease Outbreak policy was reviewed and discussed.

MOTION Allen moved to approve the CCP.EPLS.031A Pandemic-Disease Outbreak policy with committee changes as discussed and agreed to; motion seconded and carried.

CCP.EPLS.039A-F1 The Novel-Coronavirus 2019 Nursing Home Preparedness Checklist form was reviewed and discussed.

MOTION Schilling moved to approve the CCP.EPLS.039A-F1 Novel-Coronavirus 2019 Nursing Home Preparedness Checklist form with committee changes as discussed and agreed to; motion seconded and carried.

CCP.EPLS.039A-F2 The COVID-19 Table Top Exercise form was reviewed and discussed.

MOTION Allen moved to approve the CCP.EPLS.039A-F2 Table Top Exercise form with committee changes as discussed and agreed to; motion seconded and carried.

CCP.ISC.SNF.010A The Interim Electronic Surveillance During Coronavirus policy was reviewed and discussed.

MOTION Koehntop moved to approve the CCP.ISC.SNF.010A Interim Electronic Surveillance During Coronavirus policy with changes as discussed and agreed to; motion seconded and carried.

CCP.EPLS.001A The Emergency Response policy was reviewed and discussed.

CAR. SFHS CCC MeetingMin 4/6/20 Page 3 of 5

MOTION Raw moved to approve the CCP.EPLS.001A Emergency Response policy with changes as discussed and agreed to; motion seconded and carried.

CCP.QC.001A The Interim MDS Completion During COVID-19 Crisis policy was reviewed and discussed.

MOTION Allen moved to approve the CCP.QC.001A Interim MDS Completion During COVID-19 Crisis policy with changes as discussed and agreed to; motion seconded and carried.

CCP.WCEP.025A The Interim COVID-19 Hiring policy was reviewed and discussed.

MOTION Peterson-DeVries moved to approve the CCP.WCEP.025A Interim COVID-19 Hiring policy with changes as discussed and agreed to; motion seconded and carried.

CCP.QC.IPCP.009A The COVID-19 Segregation and Isolation Measures policy was reviewed and discussed.

MOTION Allen moved to approve the CCP.QC.IPCP.009A COVID-19 Segregation and Isolation Measures policy with changes as discussed and agreed to; motion seconded and carried.

CCP.QC.IPCP.027A The Suspected or Confirmed Corona Virus policy and Instructions for COVID-19 was reviewed and discussed.

MOTION Schilling moved to approve the CCP.QC.IPCP.027A Suspected or Confirmed Corona Virus policy with changes as discussed and agreed to; motion seconded and carried.

CCP.QC.IPCP.028A The Interim for Death of a Resident with COVID-19 policy was reviewed and discussed.

MOTION Raw moved to approve the CCP.QC.IPCP.028A Interim for Death of a Resident with COVID-19 policy with changes as discussed and agreed to; motion seconded and carried.

CCP.QC.IPCP.026A & The Coronavirus Prevention, Screening and Identification policy, Room Visit Log and IC CCP.QC.IPCP.026A-F1Audit for IPCO on COVID-19 forms were reviewed and discussed. CCP.QC.IPCP.026A-F2

MOTION Schilling moved to approve the CCP.QC.IPCP.026A Coronavirus Prevention, Screening and Identification policy and CCP.QC.IPCP.026A-F1 Room Visit Log, CCP.QC.IPCP.026A-F2 IC Audit for IPCO on COVID-19 forms with changes as discussed and agreed to; motion seconded and carried.

CCP.WCEP.054A The Segregated Area Employee Staffing, Duties & Compensation policy was reviewed and discussed.

MOTION Bernard moved to approve the CCP.WCEP.054A Segregated Area Employee Staffing, Duties & Compensation policy with changes as discussed and agreed to; motion seconded and carried.

CCP.QC.IPCP.003A-F2 The Instructions for COVID-19 Surveillance Line List form was reviewed and discussed.

MOTION Schilling moved to approve the CCP.QC.IPCP.003A-F2 Instructions for COVID-19 Surveillance Line List form with changes as discussed and agreed to; motion seconded and carried.

CCP.QC.IPCP.003A-F3 The COVID-19 PT Testing form was reviewed and discussed.

MOTION Schilling moved to approve the CCP.QC.IPCP.003A-F3 COVID-19 PT Testing form with changes as discussed and agreed to; motion seconded and carried.

CAR. SFHS CCC MeetingMin 4/6/20 Page 4 of 5

CORE VALUES The Corporate Compliance & Ethics Committee reviewed and discussed the new wording of the core values.

FUTURE MTGS. Next SFHS Corporate Compliance & Ethics Committee meeting is July 13, 2020.

ADJOURNMENT The meeting adjourned at 12:27 p.m.

Recording Secretary, Jeannie Michaelson

Jeannie Michaelson

CAR. SFHS CCC MeetingMin 4/6/20 Page 5 of 5