SR aia STATE OF FLORIDA _ AGENCY FOR HEALTH CARE ADMINISTRATION PUNTA GORDA HMA, INC., licensee for Charlotte Regional Medical Center, Petitioner, vs. Case No. 01-03 54CON % , a RENDITION NO.: AHCA-01-242-S-CON BON SECOURS-VENICE HEALTH CARE CORPORATION d/b/a BON SECOURS-VENICE HOSPITAL; and STATE OF FLORIDA, AGENCY FOR DINM-CLOS HEALTH CARE ADMINISTRATION, Respondents. SARASOTA COUNTY PUBLIC HOSPITAL BOARD, d/b/a SARASOTA MEMORIAL HOSPITAL, Petitioner, vs. Case No. 01-0355CON CON No. 9389 STATE OF FLORIDA, AGENCY FOR HEALTH CARE ADMINISTRATION, Respondent. FINAL ORDER The Agency for Health Care Administration having entered into a Settlement Agreement with the parties to these proceedings, and being otherwise well advised in the premises, decides as follows: 1. The attached Settlement Agreement is approved ‘and adopted as a part of this final order and the parties are directed to comply with the terms of the Settlement Agreement. 2: THEREFORE, it is ORDERED and ADJUDGED that the parties hereto are directed to comply with the terms of the Settlement Agreement, and that CON No. 9389 to establish an adult open-heart surgery program at Venice Hospital shall be issued. DONE and ORDERED this _/?day of Lp AEX, 2001 in Tallahassee, Leon County, Florida. Doealeobh Pcl lo Rhonda M) Medows, M.D., Secretary, Agency for Health Care Administratfon A PARTY WHO IS ADVERSELY AFFECTED BY THIS FINAL ORDER IS ENTITLED TO JUDICIAL REVIEW WHICH SHALL BE INSTITUTED BY FILING ONE COPY OF A NOTICE OF APPEAL WITH THE AGENCY CLERK, AND A SECOND COPY, ALONG WITH FILING FEE AS PRESCRIBED BY LAW, WITH THE DISTRICT COURT OF APPEAL IN THE APPELLATE DISTRICT WHERE THE AGENCY MAINTAINS ITS HEADQUARTERS OR WHERE A PARTY RESIDES. REVIEW PROCEEDINGS SHALL BE CONDUCTED IN ACCORDANCE WITH THE FLORIDA APPELLATE RULES. THE NOTICE OF APPEAL MUST BE FILED WITHIN THIRTY (30) DAYS OF THE RENDITION OF THE ORDER TO BE REVIEWED. Copies furnished to: John F. Gilroy, Senior Counsel James C. Hauser, Esq. Agency for Health Care Administration Metz, Hauser & Husband, P.A. (inter-office mail) 215 South Monroe Street, Suite 505 P.O. box 10909 Stephen K. Boone, Esq. Tallahassee, Florida 32302 Boone, Boone, Boone, Hines (U.S. Mail) & Koda, P.A. ~ 1001 Avenida Del Circo Robert A. Weiss, Esq een - 34284 ; Parker, Hudson, Rainer & Dobbs, LLP IS. ME ~ a 118 North Gadsden Street (U.S. Mail) The Perkins House, Suite 200 Tallahassee, Florida 32301 CERTIFICATE OF SERVICE J HEREBY CERTIFY that a true and correct copy of the foregoing has been furnished to the above named addressees on\ sr A © , 2001. Cpcigne Teespso eDiane Grubbs, Agency Clerk Agency for Health Care Administration 2727 Mahan Drive, Mail Stop #3 ‘Tallahassee, Florida 32308 (904) 922-5873 AUG-17-01 10:18 FROM-HMA +19415975794 7-849 =P 02/09 F~639 STATE OF FLORIDA oe Yhe DIVISION OF ADMINISTRATIVE HEARINGS 9. “ PUNTA GORDA HMA, INC., jicensee for Charlotte Regional Medical Center, Petitioner, ys. CASE NO. 01-0354 01-0355 BON SECOURS-VENICE HEALTH CARE CORPORATION d/b/a BON SECOURS-VENICE HOSPITAL; and AGENCY FOR HEALTH CARE ADMINISTRATION, Respondents. S$ AGREEMENT This Settlement Agreement is entered into this / / day of August, 2001, by and between the following: State of Florida, Agency for Health Care Administration (AHCA"); Bon Secours - Venice Healthcare Corporation (‘Bon Secours Venice"); Punta Gorda HMA, Inc. (‘HMA’); and Bon Secours - St. Jaseph’s Healthcare Group, inc. (“Bon Secours St. Joseph's). WHEREAS, AHCA is the state agency responsible for administering and regulating _ Florida’s Certificate of Need ("CON") program, and WHEREAS, Bon Secours Venice owns and operates Venice Hospital, which isan acute care hospital located in Sarasota County, Florida; and WHEREAS, HMA owns and operates Charlotte Regianal Medical Center, which is an acute care hospital located in Charlotte County, Florida; and WHEREAS, among other services, Charlotte Regional Medical Center provides adult open heart surgery (“OHS”) services and angioplasty services; and 9K LO BSV > > BSSJ HMA AHCA Page 1 of 8 AUG-I7-01 10:18 FROM-HMA : +19415975794 T-9dG — P 03/09-F~B3g WHEREAS, Bon Secours St. Joseph's owns and operates St. Joseph's Hospital, which is an acute care hospital located in Charlotte County, Florida; and WHEREAS, both Bon Secaurs Venice and Bon Secours St. Joseph's are wholly- owned subsidiaries of Bon Secours Health System, Inc.; and WHEREAS, the vast majority of patients at St. Joseph's Hospital who are in need of OHS services or angioplasty services are transferred to or referred ta Charlotte Regional Medical Center to receive such services; and WHEREAS, over two years ago, Bon Secours Venice had filed CON Application No. . 8914 seeking to establish an adult OHS program at Venice Hospital, which AHCA initially approved, and which HMA administratively challenged, said proceeding being identiffed as DOAH Case Nos. 98-1134, et. seq; and WHEREAS, in said administrative proceeding, HMA introduced expert testimony and evidence to show that the approval of CON Application No. 8914 wauld likely reduce the annual OHS volume at Charlotte Regional Medical Center below 350 procedures, although the exact amount of the projected reduction was not determined. This testimany and evidence also showed that the OHS volume reduction would be primarily caused by the fact that Venice Hospital and St. Joseph's Hospital are “sister hospitals,” thereby resulting in a substantial redirection of Charlotte County residents in need of OHS services from Charlotte Regional Medical Center to Venice Hospital; and WHEREAS, Administrative Law Judge Maloney recommended the denial of CQN Application No. 8914, primarily because the approval of same would reduce the OHS volume at Charlotte Regional Medical Center below 350 procedures per year, and WHEREAS, on February 9, 2000, AHCA entered its Final Order and adopted the Recommended Order, with clarifying language about the effect of any impact on existing providers, and denied CON Application No. 8914; and WHEREAS, Bon Secours Venice filed CON Application No. 9389 to establish an adult OHS program at Venice Hospital. In its CON Application, Bon Secours Venice i projected that the vast majority of its OHS and angioplasty volume would come from and ‘ be generated by residents of Sarasota County. Also in its CON Application, Bon Secoyrs | Venice asserted that Charlotte Regional Medical Center would not be adversely impacted because it would not compete for or draw from the same patient population that Charlotte Regional Medical Center services; and Heer Zp — | | —_— —_—- ; | BSV BSSJ HMA AHCA Page 2 of 8 AUG-17-01 10:19 FROM-HMA +10415975794 7-849 =P 04/09 F839 WHEREAS, AHCA preliminarily approved CON Application No. 9389, and HMA challenged that preliminary decision, resulting in the above-styled proceeding; and WHEREAS, the parties hereto wish to resolve their differences amicably and ina manner which satisfies and promotes the goals, objectives, and review criteria set forth in Florida’s CON law. : NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties do hereby settle and agree as follows: 1. AHCA supports the approval of Venice's proposed OHS and angioplasty | program in order to enhance competition and to pramote patient access in Sarasota County to these important health care services. While seeking to promate competition and patient access, AHCA also seeks to avoid existing OHS programs falling below certain volume threshalds as a result of new OHS programs. Thus, while most of the following provisions establish obligations for only Ban Secours Venice, Bon Secours St. Joseph's, and HMA, AHCA believes that the various provisions between them are not inappropriate for the hospital parties and are well-intentioned. : 2. All parties hereto agree that CON Application No, 9388 should be approved, subject to this Settlement Agreement. Thus, after its execution by all four parties hereto, this Settlement Agreement shall be filed in the above-styled cause, and the parties heréto shall request that this matter be remanded to AHCA for entry of a Final Order which adopts/incorporates this Settlement Agreement and which approves the issuance of CON No. 9389 to Bon Secours Venice. CON No. 9389 shall also be conditioned upon Bon Secours Venice providing a combined 2% of its total open heart surgeries to the indigent and Medicaid patient populations. : 3. Bon Secours Venice shall not open or make available for service its proposed OHS program prior to July 1, 2003. Thus, Ban Secours Venice shall not offer or provide adult OHS services or non-emergency angioplasty services at Venice Hospital prior to July 1, 2003. However, Bon Secours Venice may begin construction of the project and take other measures to prepare for the initiation of service on July 1, 2003, as soon as it chooses. If an emergency angioplasty procedure is performed at Venice Hospital between the effective date of this Settlement Agreement and July 1, 2003, then Bon Secours Venice shall provide written notice of same to HMA within 20 days of performance of the procedure. Bon Secours Venice shall include in such written notice the patient's zip code and county of residence, and shall reasonably provide further information regarding the need far an emergency procedure, if requested by HMA. BSV BSSJ HMA AHGA Page 3 of 8 MEP Lp recip reer AUG-17-01 roe FROM-HMA +19415975794 1-849 P 05/08 = -F-§39 4. Bon Secours Venice, and any corporation affiliated or associated with Bon Secours Venice, shall not directly or indirectly market the adult OHS or angioplasty ~ services at Venice Hospital outside of Manatee or Sarasota Counties (except for zip codes 34224, 33946, 33921, 34223, and 33947), in any manner whatsoever, prior to July 1, 2006. For purposes of this Paragraph and Settlement Agreement, the term "Non-Service Area” is expressly defined as all geographic areas outside of Manatee or Sarasota Counties, except for zip codes 34224, 33946, 33921, 34223, and 33947, Although not intended to be a complete listing of prohibited “marketing” activities, Bon Secours Venice, and any corporation affiliated or associated with Bon Secours Venice, agree not to directly or indirectly purchase, secure, arrange, facilitate, or provide any of the following in the Non-Service Area: A. Billboards in the Non-Service Area promoting the OHS/angioplasty . services or program at Venice Hospital. B. Print advertisement or any other print medium in the Non-Service Area for the OHS/angioplasty program at Venice Hospital. For purposes of this Provision, this restriction is limited to print advertisement and promotion whose primary distribution area is in the Non-Service Area. By way of example and not of limitation, Bon Secours Venice (and any corporation affiliated or associated with Bon Secours Venice) is prohibited fram advertising or promoting the OHS/angioplasty services and program at Venice Hospital in the Charlotte Sun-Herald and the Charlotte Edition of the Sarasota Herald Tribune. C. Advertisement or any other promotion for the OHS/angioplasty services at Venice Hospital through the means of radio or television broadcast whose signals.or communications extend into Charlotte Caunty. - D. The establishment of physician offices, outpatient clinics, or diagnostic centers in the Nan-Service Area. ; E. Employing physicians whose offices or place of business is located in the Non-Service Area. : 5. Prior to July 1, 2006, Bon Secours Venice, and any corporation affiliated or assaciated with Bon Secours Venice, shall not directly or indirectly seek to expand its service area for OHS/angioplasty services at Venice Hospital outside of Manatee or Sarasota Counties, except for the following 5 zip codes: 34224; 33946; 33921; 34223; and 33947. Thus. Bon Secours Venice, and any corporation affiliated or associated with Bon Secours Venice, shall not directly or indirectly seek to provide OHS/angioplasty services to residents outside of Manatee or Sarasota Counties, except to residents of the 5 zip codes identified in the preceding sentence. . BSV BSSJ HMA AHCA Page 4 of 8 AUG-17-01 10:18 FROM-HMA +19415975704 7-948 P G8/09 ~—F~E39 6. Prior to July 1, 2006, Bon Secours St. Joseph's shall not directly or indirectly initiate any actions or efforts to redirect patients at St. Joseph’s Hospital in need or OHS/angioplasty services to Venice Hospital in lieu of Charlotte Regional Medical Center, in any manner whatsoever. Bon Secours St. Joseph's shall not directly or indirectly seek to influence or encourage any physician on the medical staff at St. Joseph's Hospital to refer his/her patients in need of OHS/angioplasty services to Venice Hospital in lieu of Charlotte Regional Medical Center, in any manner whatsoever. Bon Secours St. Joseph's shall not directly or indirectly encourage or influence patients at St. Joseph’s Hospital in need of OHS/angioplasty services to seek such services at Venice Hospital in lieu of Charlotte Regional Medical Center, in any manner whatsoever. The parties agree and acknowledge that the existence of the OHS/angioplasty program at Venice Hospital will be 4 matter of public record and that patients from any location may choose to abtain . OHS/angioplasty services from Venice Hospital or any other facility offering such services. The agreements herein between the hospitals pertaining to marketing activities do not restrict patients’ choice of providers in any way, as further outlined.in paragraphs 8-10 herein. 7. Bon Secours St. Joseph's, and any corporation affiliated or associated with Bon Secours St. Joseph's, agree to be bound to and to abide by the prohibited actions in Paragraphs 4 and 5 of this Settlement Agreement. Hence, Bon Secours St. Joseph's, and any corporation affiliated or associated with Bon Secours St. Joseph's, agree that they shall not perform or provide any of the prohibited activities that Bon Secours Venice agrees not to do in any manner whatsoever, as enumerated and described in Paragraphs 4 and 5 of this Settlement Agreement. 8. Prior to July 1, 2006, Bon Secours Venice and Bon Secours St. Joseph's shall not individually or jointly enter into exclusive managed care contracts (directly or indirectly) whereby residents of Charlotte County could only access OHS/angioplasty services at Venice Hospital in lieu of Charlotte Regional Medical Center, without incurring a material financial penalty or material financial disincentive. 9. By this Settlement Agreement, the parties hereto do not seek or intend to restrict or impede patient choice, in any manner whatsoever. Also by this Settlement Agreement, the parties hereto do not seek or intend to limit or restrict the rights, desires, or abilities of Charlotte County residents to access and receive OHS/angioplasty services at Venice Hospital, or to restrict or limit the ability of health care personnel and physicians to work at whatever hospitals they choose. 10. In order to ensure continued quality of care, reasonable efforts should be made to prevent Charlotte Regional Medica! Center from losing employees who support its OHS/angioplasty program dus to the approval of CON Application No. 9389. Therefore, prior to July 1, 2006, Bon Secours Venice and Bon Secours St. Joseph's agree not to BSV , BSSJ HMA AHCA Page 5 of 8 Tee ea aad a AUG-17-01 10:20 FROM-HMA : +19415975794 T-849 0 -P G7/09 Fg 3g directly or indirectly recruit, solicit, or encourage employees at Charlotte Regional Medical Center to join the staff at Venice Hospital to support its OHS/angioplasty program. Likewise, prior to July 1, 2006, HMA agrees not to directly or indirectly recruit, solicit,-or encourage employees at Venice Hospital to join the staff at Charlotte Regional Medical Center to support its OHS/angioplasty program. By way of example and not of limitation: (a) if Bon Secours Venice or Bon Secours St. Joseph's hired an employment agency.or secured other outside companies to search out or identify health care personnel in Charlotte County for the purpose of securing personnel at Venice Hospital to support its OHS/angioplasty program, such would violate this provision; but, (b) advertising for job openings in national or statewide nursing publications or pasting job openings on Bon Secours Venice's web-site daes not violate this provision. Nothing herein shall prevent employees from moving between the facilities, or others, as a result of their own effosts” based on their knowledge of the employment opportunities available at existing facilities. 141. Ban Secours Venice and Bon Secaurs St. Joseph's agree not to directly.or indirectly recruit, solicit, or encourage any physician currently providing OHS services at Charlotte Regional Medical Center to join the medical staff at Venice Hospital in order to provide OHS services at Venice Hospital. This provision shall not be construed as preventing any qualified physician from applying for or obtaining staff privileges at Venice Hospital. ; 12. The terms, conditions, rights, and obligations set forth in this Settlemant Agreement shall remain in full legal force and effect, even if the establishment of new adult OHS services or angioplasty services is deregulated from CON review or exempted from CON review prior to July 1, 2006. This Settlement Agreement shail thus remain fully binding on the parties hereto and legally enforceable even if Florida's CON Law is repealed in the future or even if adult OHS services or angioplasty services are deragulated or exempted from the CON law in the future. 13. Theundersigned signatories represent and warrant as follows: that they haye discussed and reviewed this Settlement Agreement with legal counsel; that they have been fully advised and fully understand their respective benefits and obligations under this Settlement Agreement; and, that they are fully authorized to execute this Settlement Agreement on behalf of their respective principals and to bind them to the terms and - conditions of this Settlement Agreement accordingly. ; 14. After_all four parties execute this document, the parties agree that this Settlement Agreement is a legal and binding document, and is enforceable in any court of campetentjurisdiction. Should litigation be required to enforce the terms and conditions of this Settlement Agreement, said litigation shall be filed in the Circuit Court of the Second Judicial Circuit, in and for Leon County, Florida. Should litigation be required to enforce the terms and conditions of this Settlement Agreement, ey 7 pesaiins party(s) shall be BSV BSSJ HMA AHCA Page 6 of 8 220 FROM-HMA +19415975784 F849 P 08/0S Fg 39 :d to an award of reasonable attorney's fees and costs from the non-prevailing 's); however, the parties hereto recognize and agree that this sentence shall only to HMA, Ban Secours Venice, and Bon Secours St. Joseph's. AHCA and the State irida have not waived any sovereign immunity available to it. HMA, Bon Secours @, and Bon Secours St. Joseph’s recognize and agree that the issuance of stions and the award of damages are appropriate to prevent and/or redress any hes or violations of this Settlement Agreement by HMA, Ban Secours Venice, or Bon irs St. Joseph's. 15. Except for a document entitled “Supplement to Settlement Agreement” xen HMA and Bon Secours Venice, there are no written or verbal agreements or- standings between the parties regarding the subject matters of this Settlement “ment other than those expressed in this Settlement Agreement. Should this ment Agreement be modified or supplemented in the future, such must be done i in j and executed by all parties in order to be binding and effective. : 16. After all four parties execute this Settlement Agreement, it shall be binding and it shall inure to the benefit of, the parties hereto, and their agents, employees, eys, representatives, successors and assignees, parent companies, affiliates, and d entities. 17. The parties hereto agree to fully cooperate and execute any supplemental rents, if necessary, and take all additional acts that may be necessary, to give full and effect ta the terms and conditions of this Settlement Agreement. 18. This Settlement Agreement shall be governed by the Law of the State of a. : 19. This Settlement Agreement shall take effect and be binding on each party execution of this document by all parties hereto. This Settlement Agreement was drafted by all parties hereto. 20, Except for any other supplemental written agreement to the contrary, each _Terelo shall bear its own attorney's fees and costs. : P21. Each party hereto recognizes and agrees that it enters into this Settlement =ment voluntarily and knowingly. Each party hereto agrees not to contest or otherwise age the legal validity or enforceability of this Settlement Agreement in the future. ed any person or entity in the future challenge or contest the validity of this Settlement ment, each party hereto shall participate in said proceeding and shall exercise jts nd goad faith efforts to defend the validity of this Settlement Agreement __ oe Tee 7a Vv BSSJ an HMA AHCA Page 7 of 8 eae weoer See a ee 17-0) 10:21 FROM-HMA +}94)5075784 T2843 0-P 09/09 F-83¢ 22 This Settlement Agreement may be executed in as many counterparts as may be required, and it shall not or that the signatures of the pers counterpart. All counterparts s telecopy signatures may be use Agreement. All parties hereto are ex d hereby waive any defenses to the enforcement of the terms of telecopy signatures, an be necessary that the signature of, or on behalf of, each party, ons required to bind any party, appear on more than on hall collectively constitute a single agreement. Also, din place of original signatures on and for this Settlement pressly aware that the other panies will rely upon this Settlement Agreement based on the form of signature. BSV BSSJ Ue _@a— HMA AHCA be. apo Michael Harrington Authorized Representative of Bon Secours St. Joseph's Date Elizabeth Dudek Date . Authorized Representative . Michael G. Guley Authorized Representative of Bon Secours Venice of AHCA AN A Lala Date lie Gallagher Date °. General Counsel of AHCA -(2-0| ~ Timothy R. Parry Vice President Authorized Representative of HMA ile be fie Date Page 8 of 8 AUG-IT-O! 10:20 ~ FROM-HMA +194/5975794 7-848 P 08/09 F~R3g entitled to an award of reasonable attorney's fees and costs from the non-prevailing — party(s); however, the parties hereto recognize and agree that this sentence shall only apply to HMA, Bon Secours Venice, and Bon Secours St. Joseph's. ANCA and the State of Florida have not waived any sovereign immunity available to it. HMA, Bon Secours Venice, and Bon Secours St. Joseph’s recognize and agree that the issuance of injurictions and the award of damages are appropriate to prevent and/or redress any preaches or vialations of this Settlement Agreement by HMA, Bon Secours Venice, or Ban Secours St. Joseph's. 15. Except for a document entitled “Supplement to Settlement Agreement" between HMA and Bon Secours Venice, there are no written or verbal agreements or- understandings between the parties regarding the subject matters of this Settlement Agreement other than those expressed in this Settlement Agreement. Should this Settlement Agreement be modified or supplemented in the future, such must be done in writing and executed by all parties in order to be binding and effective. : 416. After all four parties execute this Settlement Agreement, it shall be binding upon and it shall inure to the benefit of, the parties hereto, and their agents, employees, attorneys, representatives, successors and assignees, parent companies, affiliates, and related entities. : 17. The parties hereto agree to fully cooperate and execute any supplemenial documents, if necessary, and take all additional acts that may be necessary, to give full force and effect to the terms and conditions of this Settlement Agreement. 18. This Settlement Agreement shall be governed by the Law of the State of Florida. . 19.. This Settlement Agreement shall take effect and be binding on each party upon execution of this document by all parties hereto. This Settlement Agreement was jointly drafted by all parties hereto. 20, xcept for any other su pplemental written agreement to the contrary, each party hereto shall bear its own attorney's fees and costs. : 21. Each party hereto: recognizes and agrees that it enters into this Settlement Agreement voluntarily and knowingly. Each party hereto agrees not to contest or otherwise chaltenge the legal validity or enforceability of this Settlement Agreement in the future. Should any person ar entity in the future challenge or contest the validity of this Settlement Agreement, each party hereto shall participate in said proceeding and shall exercise jts best and good faith efforts to defend the validity of this Settlement Agreement. __ . BSV BSSJ : HMA ; AHCA Page 7 of 8 AUG-I7-G1 10:21 FROM-HMA +10415975794 1-849 0 -P 09/09 F~g3g 22 This Settlement Agreement may be executed in as many counterparts as may be required, and it shall not be necessary that the signature of, or an behalf of, each party, or that the signatures of the persons required to bind any party, appear an more than on counterpart. All counterparts shall collectively constitute a single agreement. Algo, telecopy signatures may be used in place of original signatures on and for this Settlement Agreement. All parties hereto are expressly aware that the other parties will rely upon telecopy signatures, and hereby waive any defenses to the enforcement of the terms of this Settlement Agreement based on the form of signature. RSV BSSJ We ee HMA AHCA ~_ Michael Harrington Date Elizabeth Dudek Date . Authorized Representative of Authorized Representative . Bon Secours St. Joseph's of AHCA Lull / | bh gy fly Michael G. Guley Date ulie Gallagher Date *. Authorized Representative of Bon Secours Venice see, Timothy R. Parry Vice President Authorized Representative of HMA General Counsel of AHCA B-12-0 | Date Page 8 of 8 z00B 2 AUC-17-81 14:S9 FROM: wee ane vA wen avian iD PACE AA eye soo ely pune LAT rane 27g uur CASENO. 01-0354 M355 Thés Setdemeytt Agroement by entered into this i bir rns a by and Bon Secours - OMT OT Sr en Coit Gesuure Varker’), Punta Gorda HMA, tne. CHMA'Y: wrrd Bost Secours - - Bt Joseph's Heattncare Group, Inc. (Bon Secours 8. Josoph’s). WHEREAS, AHA the state agony rexpormible for administering and regulating ” Horida’s Cecthircate of Neod (CON) program; and WHEREAS, Bon Sacoure Voice anne nd operates Verice Hoeptal, which acute cere hospital located In Sarzvets County, County, Florida; sind - WHEREAS, HMA owns and opertcs Charjotte Regional Medical Cemer, whitch ia ax acute cans hospital located in Chariots County, Florida; snd WHEREAS, emong other semices, Chariots Regional Medical Cantar provides adult open heart eurgsry COHS’) services and angioplasty services: and ge he _ BSV BSS! HMA BRHCA Page 1 of B me rena 7 fad, KYld MYT FN00G BLOL @8b T¥6 XVd LE:ST Iyd TO/LT/8O AUG-17-%1 14:59 FROM: to MU RNR RRA Av ae ee wk Awe uD UU Lan rk sunt co0oR PAGE WHEREAS, Ban Secours St Joseph's owng and operation St Joseph's Hoxpital, which ks an acute cere howpital located in Charlotte County, Floade: and WHEREAS, both Bon Secours Venice and Bon Secours 81. Joseph's are wholly. cered eubseieries of Bon Sacoure Heath System, Inc.: and WHEREAS, tho vast majority of patients at St Joseph's Hospital who ere in ned Of OHS exrviogs oF amygioptasty sanices are transferred to or referred to Charlotte Raglan Medical Center fo nsocive such services; and WHEREAS, over two yeara mgo, Bon Secours Venice had flied CON Apptication No. -- 8314 sacking to establish an adutt OHS program at Verlos Hopital, which AHCA initially =pproved, sind which HMA administratively challenged, said proceeding being identified ws COAH Came Now. 96-1134, at. vou: and WHEREAS, [n sax wdministrative proceeding, HMA introduced expert testimony and evidences to show tist the xpproval of CON Applicaton No. 6914 would Ijusty reduce the annual OHS volume at Charictte Regional Medical Center below 350 procedures, withough the exact acount of the progected reduction was not detormined, This teatimony and evidence also showed that the OHS wotume reduction would be primarily cnsed by the fact that Verve Hospital und Si Joseph's Hospital ars “civter hospltsis,” thereby resuting in a cubstential redirection of Chaptuthe County residents in need of OHS services __ trom Chaxiotts Regional Medical Center to Venice Hospital; and WHEREAS. Adoirestinative Law Judge Malonay recommended the denial of CON Application No. 8814, prirmanily because the approval of mame would reduces the CHS . ¥ohume at Charlotts Regione Medio Center below 350 procedures per year, and | WHEREAS, on February 8, 2000, AHCA entarad its Finad Order and adopted the Resommended Order, with chetfying language sbout the effect of any impact en easing providers, and denied CON Application No. G44: and WHEREAS, Bon Secours Verve filed CON Application No. S388 to eatablish an aduk OHS program ut Venice Hospital, In is CON Application, Bon Sgnouns Vesico projected that the vast majority of its OHS and angioplasty volume would come from and be gunersted by reatdents of Garssoht County. Also In iis COR Appliogfion, Ban Secours Venice msaerted frat Craritie Regional Mcdical Center would not be adversely inpacted because it would not compets far or dra from the sare patient population thet Charlothe Royonal Medical Carter services; end _ i ie | } —se otal were oy. Ee TACOS © OO feu aor 31s 373 wus KYLA a¥1 FN008 6LOL GSE THe X¥S LE:ST IMs TO/LT/80 AUG~-17-01 13:09 FROM 10 PAGE r00® we wee wee eee ane tan ean challenged thet prefmnary deceion, resulting In the ubore-styled proceeding: and WHEREAS, tho parties hereto wish to resotve ineir differences amicably and In w manner which satisfies end promotes tha gouks, obyectives, and review criteria eet forth In Florida's CON few. NOW, THEREFORE. in considerstion of the mutual promisag and covenants wat forth herein, and other good and valueble consideration, the receipt and wufficiency of winch i Prereby acknowledged, the parties do hereby cate aid agree ax fotiows: 4. AHXCA supports the epprovel of Ventce’s proposed OHS and angioplasty program in order to enhance competition and to promute patient access in Sarasota County to these inportant health curs worvices. While seeting to promote conppstition and patert wooess. AHCA alao seeks to wold existing OHS programs falling below cermin ‘lume threshakfs 98 a roeutt of new OHS programs. Thus, white most of the following provisans retabish obligations for only Bon Gecours Verios, Bor Secours St Joseph's, and HMA, AHCA beSeves thet the various provisions between thar arg not inappropriate for the hospital parhes and are well-intentioned. Z. _ Ablperties hereto agree that CON Application No. 8289 should be approved, sibject to this Setiement Agreamant. Thus, mfter ke execution by all four parties hereto, _ this Settlers Agreument stati be fed in the above-styted cape, and the hernsto shall request fiat thic matter be remanded ty AHCA for entry of @ Fine! Order which zéoptc/moorporates thls Setthernvent Agreement and wich epproves the jesuance of CON Na. S88 ta Bon Sacours Vantoe. CON No. 9589 sini atso be conditioned upon Bor Secours Venice providing 2 combined 2% of fix intel open hesrt aurgevies to the indigent and Medicaid patheat populations, 3, Bon Secours Verace stad prot open or rake availiable for service its proposed OHS program prior to July 1, 2003. Thus, Bon Secours Venice steel rot offer or provde - dW OHS servings or non-emergency angioplasty peryiccs ef Veniow Hospital priorto July 1, 2003, Howewer, Bon Secours Venice may begin construction of the project and take other measures fo prepare for the mitiaffon of warvice on July 1, 2003, us soon ms tt cheoges. ifan emergency engloplesty procedure fs performed at Vonloe Hospital between the effective date of tz Betterment Agreement tard Juty 1, 2003, then Bon Secours Venice stel provkie writen notice of seme to HMA within 20 deys of performance of the procedure. Bor Gecours Venice ehall include im such written notios the patient's zp code und county of nsviderjoe, and shed rexconably provide further Information pegarding the Reed for mn emergency procaduns, Hf requested by HMA, OR pee oe _ BSY BSSJ Pags 3 of & wee ee venr ry Orn oe Tene mneerds PRO Ce FL, ars Wvuus KYLA MYT JNO BLOL B&F Tre Xv4 LO:ST Iya TO/LT/BO AUc~ a a is: 22 FROM: 1D PACE s00@ ae ee ee ee 4. Bon Secours Venice, apd any corporation affliated or associated with Bon Secours Ventow, shail not directly or indiroctly marhet the mduft OHS or angloplssty eerviows at Vaurce Hospital outside of Manton or Sermects Counties (except for zip codes 272A, FIBAE, 33921, 34773, and 31947), In any manner wheatsocver, priorto July 1. 2006. For purposes of this Paragraph and Settenent Agreemenrt, the tem “Non-Bervios Ansa” exprecety defined as al geographic arwew outside of Manatee cr Serssots Counties, exoupl for zip codec 342724, 33046, 38021, 34723, and 33947. Although not intended to be 8 compltte Rating of prohibited "marketing activities, Bor Secours Venice, and any corperation uffiiated or associated with Bon Secours Venice, agree not to directly er indinextly purchase, secure, arrange. faciitate, or provide any of the following In the Non- A. Baiboawrds in the Non-Servics Ansa promoting the OHS/angioptasty services or prog¢amn et Venice Hospital. B. Print advertisement or any other print medium in the Non-Senrce Arse for the OHG/engicpiasty prognan at Venice Hospital. For purposes of this Prowision, this restriction ie fiited te print advertrament and promotion whose puinsry dattributton serena tein the Non-Service Area. Sy way of example snd nat of fimitaton, Bon Secours Verson (Gand any corporation affifiated or associated with Bor Secours Veniog) bs prodibited from adyertting of promotng the OH Sfangiophesty services and program at Venice Hospit in De Chastotte Sun-Haraid and fhe Chariots Edition of the Sarasota Heatd Triduns. C. Advertisement or eny other pranpotion for the OH G/argiopiasty scrvices _ at Varios Hoental through the maans of ratio of television broadcast whose signais of communtcations extend Into Chartatie County, oO. ‘The extabitehment of physician offices, outpatient clinics, or diagnostic cerders in the NortService Area. E Employing physicians whose offices oF piace of busirexe is located in the NonServiog Area. S Prior to July J, 2008, Bon Secouns Venice, and arty Comorstion effillated or ameociatsd with Bor Secour Venior, shall not direcily or indirectly seek to exparcd ts service area for OHSangiopiesty wervices at Venton Hospital outsides of Manatee oF Sarasota Counties, except for ths fobowing 6 zip cadae: 34224; 336046; 35921; AZT, and 33847. Thos, Bon Secours Varice, and any coxparstion affkated of axsookuted with Bon Secours Venice, ehall not directly of Indirectly seek to provide OH SAanginpiasty nervous: to residents outste of Manghse or Sanasote Counties, except fo residents of the 5 zip codes identified in the preceding certsnce. Bo ana Ysre Xrew J Be INAV: xe TIO NICD 7A. svg uve KYId MYT axo08 BLOL 8b Ire X¥d BC:ST TYs TO/LT/9O AUG-17-01 15:90 FROM: 1D PAGE S73 9008 we eee eee ee ot rn Wud 8. Prior to duly 12006, Bon Sacaurs St. Joseph's shall nat directly or indimectly ratte ony scGove or efforts to redirect patients at St Joseph's Hopal in eed © OH Gfangioplasty services to Venice Hospital jn beu Ff Chariotte Regions Medical Cemer. 7 exy menner whatsowver. Bor ‘ i mgr anid The eyreenents herein between the hospltsls pertaining 1 marketiry activites do sot resbict pationts’ choice of providers in any Wey, 8 further outlined in peragrephs 8.10 T, __ Bon Secours & Joseph's, and any corporation affaated or associgted with Bon Secours St Jesepl’e, Byres to be bourd to and to abide by the prohiited actions jn corporstion Or nascoated with Bon Secours St Joseph's, agree that they shall not perfonn or provide any of the prohibited activities tat Bon Secours Venice agrees net to do in eny manner whatsoever, #3 enumerated and described In Paragraphs ¢ end — - &. Prrar to July 1, 2008, Bon Secours Venice and Bon Secours St Joseph's Shall not individuaily or jointly enter into excusive mansged care contracts (directly ar indirectly) whereby residents of Cherfotte Coury could only acosss OHS/angloplesty Servioge wt Venice Hospital in leu of Charlotta Ragionad Medical Center, without incurring a materfa! firencial poneay or material financial deinoontive. 9. By thax Sattiement Agreement, the parties hereto dg not seek or intend to restint of impede patient cholos, in any manner whstsoewer, Also by this Setiement Agresment, the parties hereto do not seek or Intend to Emit of restrict the rights, desires, or aDIEGeS of Chantotte County residents to wccess sind regeive OH Sianglophasty services wt Venice Hospital, orto restict oy limit the xbity cf hexth cme personnel and physicians to work et whadewer hospitals thay chopee. 10. In order to ereure continued Quality of care, reasonable efforts should be Trade to prevent Chavioths Regional Medical Center from losing employwes wtio support ite OF Shingioplasty program dus te the spprovad of CON Applicaton No. 9389, ‘Thenriorw, pdor to July 1, 2008, Bon Secours Venios and Bon Secours St Joseph's agnres rot to BSSJ HMA AHCA Page 5 of 8 KYId a¥1 3NOO0G BLOL Sat Tr@ X¥4 GC:ST [ys TO/LT/8O AUG-17-G1 15:01 PROM: Ip: PACE amectly of Indirectly recruit, solicit, or ercourage ernployors et Charlofie Regione! Medical Gerter to jom the staff at Venice Hospital to support ite OHS/mngioplesty program. Likewise, prior to Juty 1, 2006, HMA egrees not to direoty or indirectly recrutt, solict. or excouragye Cortar to support 3 OHS /fangloptasty program. By way of exampte and not of lirstation: {@) if Bar Secours Venlor or Bon Secours St Joseph's hired a7 employment agency of Seamed over cubrde compares t search out or Wd healt care personne in Chasfotte County for tie pupess of Seauing porconned at ‘enice Hospital to support jes OH Sfengloplesty program, such would Vighite this provision; but, (b) advertising for job openings In meticowl or statewide pureing publications or posting job openings on Bon Secours Venice's web-aite doex nat Violets ts provicion. Nothing beren shel provent empoyess from maving bebworn the faciities, or others, 25 2 pesutt of their own efforts besed on thelr noniedge of the employmert opportunities avaliable at exsting facies, 44. Bon Secours Venice and Bon occurs St Joveph’s agree not to directly or indirectly recruit, solic, or encourage any physictin curently providing OHS esrvicos at Charette Regional Medical Center th join the medical staf at Venice Hoapitad in onder ta provide OHS servings at Versce Hospital. This proviston shall not be conmrusd as Pree rd TY quallSed physician from applying for or nbtaining staff privileges wt Venice 14. Amer all four partes sxscute this document, the perties agroc that this Setiernent Agresmert is a eget and binding document, ard b enforosable in any courrot competers jurbsdiction. Should Cugation be requinsd to enforce the term: and conditions - A the Setiomenk Agreement, aid |geiion shall be fied in the Clrouit Court of the Second Sudictel Circuit, in amd for Leon County, Ford. Should Migation be required tp erforos the tens and conditions of this Setiement Agreement. the prevailing party(s) shall bs