2023-11-10T12:58:40+00:00 2022-12-31 350921680 CROWE LLP 401 East Las Olas Blvd Suite 1100 Fort Lauderdale FL 333014230 990 2022-01-01 592600684 Morton Plant Mease Health Services Inc MORT 7273946412 PO Box 210 Clearwater FL 33757 Carl Tremonti VP, CFO - BMG/Ambulatory 7273946412 2023-11-10 true Carl Tremonti 999009999 Brittney Kocaj P01320603 9542028600 2022 2023-04-26 12:10:37Z Louis Galdieri 2985 Drew Street Clearwater FL 33759 68519270 false X N/A X 1985 FL MORTON PLANT MEASE HEALTH SERVICES, INC. WILL IMPROVE THE HEALTH OF ALL WE SERVE THROUGH COMMUNITY-OWNED HEALTHCARE SERVICES THAT SET THE STANDARD FOR HIGH-QUALITY, COMPASSIONATE CARE. 4 0 357 22 3589 89 165027 0 64974124 66707037 740 22083 1758959 1790150 66898850 68519270 0 0 18009911 19160798 0 0 42760510 43830655 60770421 62991453 6128429 5527817 62181119 71630837 20115170 24037071 42065949 47593766 MORTON PLANT MEASE HEALTH SERVICES, INC. WILL IMPROVE THE HEALTH OF ALL WE SERVE THROUGH COMMUNITY-OWNED HEALTHCARE SERVICES THAT SET THE STANDARD FOR QUALITY, COMPASSIONATE CARE. false false 52166029 66720924 THE ORGANIZATION OWNS AND OPERATES FOUR OUTPATIENT IMAGING FACILITIES; OWNS, LEASES, AND MANAGES THREE MEDICAL OFFICE BUILDINGS; AND OPERATES TWO WELLNESS CENTERS TO PROVIDE EFFICIENT, HIGH QUALITY MEDICAL CARE AND WELLNESS SERVICES TO THE LOCAL COMMUNITIES IN THE COUNTIES IT SERVES. 52166029 true false false false false false false false false true false false true true true false true false false false false false false false false false false false true false false false false false false false false false false false false true true false false false true X 0 0 357 true true true false false false false false false false false false false false X 4 0 true false false false true true true true true false false true true true true true true false false false X JANICE POLO 7278208021 2985 Drew Street Clearwater FL 33759 CARL TREMONTI TRUSTEE/VP, CFO BMG, AMB 15.0 39.0 X X 0 668077 73358 GLENN WATERS TRUSTEE/PRESIDENT/EVP, COO BAYCARE (until Oct 2022) 1.0 62.0 X X 0 3983800 133160 JACQUELYN CAWLEY TRUSTEE/SECRETARY 1.0 47.0 X X 0 579912 114818 JAMES COTE TRUSTEE/VP/CHIEF AMBULATORY SERVICES OFFICER (until July 2022) 1.0 49.0 X X 0 476997 62475 JANICE POLO TRUSTEE/TREASURER/EVP, CFO BAYCARE 1.0 50.0 X X 0 1578334 77935 LOUIS GALDIERI CHIEF OPERATING OFFICER (eff Nov 2022) 5.0 41.0 X X 0 832504 106375 C TODD JONES INTERIM CHIEF AMBULATORY SERVICES OFFICER 1.0 48.0 X 0 474200 102601 DAWN FITZGERALD MANAGER OUTPATIENT DIAGNOSTIC (M) 45.0 0 X 139592 0 30894 DEBRA VOLLMERS MANAGER OUTPATIENT DIAGNOSTIC (M) 45.0 0 X 137844 0 21398 JEANNETTE HILL CLINICAL NURSE II - PROCEDURAL 45.0 0 X 111415 0 7351 KAREN ABBASSI MANAGER OUTPATIENT DIAGNOSTIC (M) 45.0 0 X 129858 0 21717 RAYMOND JONES NUCLEAR MEDICINE COORD - OUTPT 45.0 0 X 105492 0 10710 624200 8593825 762792 9 false true false RADIOLOGY ASSOCIATES OF CLEARWATER 1106 DRUID RD S CLEARWATER FL 33756 medical services 11917104 SIEMENS MEDICAL SOLUTIONS USA 40 LIBERTY BLVD MALVERN PA 19355 Software services 944280 TERBO GROUP INC 1410 SANTA ANNA DR DUNEDIN FL 346984334 construction services 675817 BAY LINEN INC 11525 47TH ST N CLEARWATER FL 33762 laundry services 398663 INSIGHT HEALTH CORP DBA RAYUS RADIOLOGY 5775 WAYZATA BLVD ST LOUIS PARK MN 55416 imaging services 264692 10 0 PATIENT CARE 621400 33202905 33202905 MEDICARE/ MEDICAID PMNT 621400 28534284 28534284 RENTAL INCOME AFFLT 531120 3352905 3352905 Wellness Revenue 621990 1616943 1616943 0 0 0 0 66707037 22083 22083 1772674 1772674 0 1772674 1772674 0 0 MISCELLANEOUS REVENUE 620000 17476 13887 3589 0 0 0 0 17476 68519270 66720924 3589 1794757 X 15291980 15291980 653613 653613 2119523 2119523 1095682 1095682 120 120 24008010 13718769 10289241 0 65828 65828 988895 467588 521307 39254 39254 6528576 6528576 14756 14756 4409189 4409189 326541 326541 MEDICAL SUPPLIES 4302705 4302705 REPAIRS & MAINTENANCE 2858339 2858339 Dues & Licenses 164805 164805 OTHER EXPENSES 123637 123637 0 0 0 0 62991453 52166029 10825424 0 1691 1852 3775400 3462916 0 0 0 0 838247 760035 2286 3525 10000 0 128965847 80363561 43487990 48602286 0 0 66830 53575 0 13998675 18746648 62181119 71630837 4324890 4525222 0 340412 273791 0 0 0 0 15393383 19181335 56485 56723 20115170 24037071 X 42065949 47593766 0 42065949 47593766 62181119 71630837 5527817 0 X false true X true true true X 225590 165027 390617 44423907 47850273 49475731 64974124 66707037 273431072 0 0 0 44423907 47850273 49701321 65139151 66707037 273821689 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 273821689 2524240 1623887 1714718 1732348 1794757 9389950 0 2524240 1623887 1714718 1732348 1794757 9389950 517 1100 70 89 1776 19884 6067 7468 47558 13887 94864 46968031 49480744 51424607 66919127 68515770 283308279 0.9665 0.9602 0.03 0.04 X Schedule A, Part III, Line 12 Other Income DESCRIPTION - OTHER INCOME, COLUMN A - 19884.0, COLUMN B - 6067.0, COLUMN C - 7468.0, COLUMN D - 47558.0, COLUMN E - 13887.0, COLUMN F - 94864.0; 0 0 56794122 35844630 20949492 1164784 279423 885361 70072190 44237533 25834657 934751 1975 932776 48602286 DEPOSITS DUE FROM AFFILIATES DUE FROM AFFILIATES OTHER DUE FROM AFFILIATES 18745803 OTHER 845 18746648 TENANT DEPOSITS LIABILITY 56723 56723 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote The majority of the affiliates within the Organization are not-for-profit organizations described in Section 501(c)(3) of the Internal Revenue Code, and are exempt from federal income taxes on related income pursuant to Section 501(a) of the Internal Revenue Code, and are also exempt from state taxes. The Organization accounts for uncertainty in income tax positions by applying a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has determined that no material unrecognized tax benefits or liabilities exist as of December 31, 2022 or 2021. true true false false false false false false false JACQUELYN CAWLEY TRUSTEE/SECRETARY 0 446870 0 104575 0 28467 0 66572 0 48247 0 694730 0 0 JAMES COTE TRUSTEE/VP/CHIEF AMBULATORY SERVICES OFFICER (until July 2022) 0 218202 0 144934 0 113861 0 44278 0 18197 0 539472 0 0 LOUIS GALDIERI CHIEF OPERATING OFFICER (eff Nov 2022) 0 509974 0 188440 0 134090 0 59352 0 47024 0 938880 0 0 JANICE POLO TRUSTEE/TREASURER/EVP, CFO BAYCARE 0 926464 0 347705 0 304165 0 21925 0 56010 0 1656268 0 57126 CARL TREMONTI TRUSTEE/VP, CFO BMG, AMB 0 429704 0 114286 0 124088 0 49184 0 24174 0 741435 0 0 GLENN WATERS TRUSTEE/PRESIDENT/EVP, COO BAYCARE (until Oct 2022) 0 814968 0 430922 0 2737911 0 85787 0 47373 0 4116961 0 0 C TODD JONES INTERIM CHIEF AMBULATORY SERVICES OFFICER 0 354574 0 89900 0 29727 0 57036 0 45565 0 576801 0 0 KAREN ABBASSI MANAGER OUTPATIENT DIAGNOSTIC (M) 119518 0 10135 0 205 0 5004 0 16714 0 151575 0 0 0 DAWN FITZGERALD MANAGER OUTPATIENT DIAGNOSTIC (M) 121042 0 10442 0 8108 0 6713 0 24181 0 170486 0 0 0 DEBRA VOLLMERS MANAGER OUTPATIENT DIAGNOSTIC (M) 120873 0 9505 0 7465 0 6561 0 14838 0 159242 0 0 0 Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation The filing organization does not use any of the options listed in Schedule J, Part I, Line 3 to establish the compensation of the top management official. However, the related organization, BayCare Health System Inc, uses Compensation committee, Independent compensation consultant, Written employment contract, Compensation survey or study and Approval by the board or compensation committee as a means to establish compensation of the CEO (or COO) of the filing organization. Schedule J, Part I, Line 4a Severance or change-of-control payment Glenn Waters received a severance payment in the amount of $2,399,968 during 2022. Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan BayCare Health System provides two nonqualified deferred compensation plans to executive level employees: Executive Nonqualified Defined Contribution Plan The plan provides for annual credits of a specified percentage of an eligible participant's eligible compensation paid in a plan year and interest credits. Plan participants vest in increasing percentages based on years of service. Further, a participant shall become fully vested upon the participant's death, total and permanent disability or due to involuntary separation of employment other than for cause, or upon reaching retirement age. Payments made during employment are made for required tax withholding and reduce the participant's account balance. Distribution of the vested account balance occurs upon termination of employment. The plan is frozen for the participants hired after 1.1.2018. Supplemental Executive Retirement Plan The plan provides for annual credits to the participant's company contribution account of a specified percentage of an eligible participant's eligible compensation paid in a plan year and investment income credits. Plan participants vest on January 1 of the fifth Plan Year following the Plan Year for which the contribution was made. Further, a participant shall become fully vested upon the participant's death, total and permanent disability or due to involuntary separation of employment other than for cause, or upon reaching retirement age. Distribution of the vested amounts shall be made no later than the earlier of 90 days following the date the amounts become vested or the March 15th following the Plan Year in which the participant became vested. Amounts accrued, vested and distributed for plan participants are provided below. Glenn Waters - Participated in a supplemental nonqualified deferred compensation plan. He had $195,493 in benefits vest in 2022. This amount is included in Part II (B)(iii) Other Compensation. The plan made cash distribution of $76,927 in 2022. Janice Polo - Participated in a supplemental nonqualified deferred compensation plan. She had $263,296 in benefits vest in 2022. This amount is included in Part II (B)(iii) Other compensation. The plan made cash distribution of $103,607 in 2022. Carl Tremonti - Participated in a supplemental nonqualified deferred compensation plan. He had $74,365 in benefits vest in 2022. This amount is included in Part II (B)(iii) Other compensation. The plan made cash distribution of $29,263 in 2022. Jacquelyn Cawley - Participated in a supplemental nonqualified deferred compensation plan. She had $51,322 of nonvested benefits accrue during 2022. This amount is included in Part II (C) Retirement and other deferred compensation. C. Todd Jones - Participated in a supplemental nonqualified deferred compensation plan. He had $41,020 of nonvested benefits accrue during 2022. This amount is included in Part II (C) Retirement and other deferred compensation. James Cote - Participated in a supplemental nonqualified deferred compensation plan. He had $59,449 in benefits vest in 2022. This amount is included in Part II (B)(iii) Other compensation. He had $42,609 of nonvested benefits accrue during 2022. This amount is included in Part II (C) Retirement and other deferred compensation. The plan made cash distribution of $23,393 in 2022. Louis Galdieri - Participated in a supplemental nonqualified deferred compensation plan. He had $91,506 in benefits vest in 2022. This amount is included in Part II (B)(iii) Other compensation. The plan made cash distribution of $36,008 in 2022. Form 990, Part V, Line 1a Number in Box 3 of Form 1096 THE TOTAL NUMBER FROM BOX 3 OF FORM 1096 IS REPORTED BY BAYCARE HEALTH SYSTEM, INC, EIN 59-2796965, A RELATED ORGANIZATION THAT PROCESSES FORMS 1099 FOR ITS AFFILIATES. SUCH REPORTING ALIGNS THE FORM 1096, BOX 3 REPORTING TO THE ISSUING EIN. Form 990, Part VI, Line 15a PROCESS FOR DETERMINING COMPENSATION THE FILING ORGANIZATION DOES NOT DIRECTLY COMPENSATE SOME OF ITS TOP MANAGEMENT EMPLOYEES; RATHER COMPENSATION IS PAID BY A RELATED ORGANIZATION THAT FOLLOWS THE COMPENSATION POLICY OF THE INDEPENDENT COMPENSATION COMMITTEE, APPOINTED BY THE BOARD OF DIRECTORS. THE COMPENSATION COMMITTEE'S PURPOSE IS TO PROVIDE OVERSIGHT FOR THE ORGANIZATION'S EXECUTIVE COMPENSATION PROGRAM, REVIEW AND APPROVE COMPENSATION AND BENEFITS FOR ALL "DISQUALIFIED PERSONS" SUBJECT TO THE INTERMEDIATE SANCTIONS REGULATIONS ISSUED UNDER SECTION 4958 OF THE INTERNAL REVENUE CODE (INCLUDING THE CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICERs & CHIEF FINANCIAL OFFICER, OTHER SYSTEM AND ENTITY EXECUTIVES, AND OTHER DISQUALIFIED PERSONS AS DEFINED IN THE INTERMEDIATE SANCTIONS REGULATIONS; I.E., VOTING MEMBERS OF THE GOVERNING BODY, FAMILY MEMBERS, FORMER OFFICERS), AND ESTABLISH THE COMPENSATION PHILOSOPHY FOR ALL OTHER EXECUTIVES. THIS COMMITTEE ENGAGES NATIONALLY RECOGNIZED COMPENSATION CONSULTANTS TO ASSIST THEM IN REVIEW OF EXECUTIVE COMPENSATION. THE COMPENSATION CONSULTANTS PROVIDE A REVIEW OF EACH VICE PRESIDENT AND ABOVE IN THE SYSTEM TO DETERMINE IF THAT EMPLOYEE'S COMPENSATION IS REASONABLE WHEN COMPARED AGAINST MARKET STANDARDS. THE DATA REVIEWED COMES FROM COMPENSATION STUDIES THAT INCLUDE COMPARABLE COMPENSATION FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS. THE ORGANIZATION KEEPS CONTEMPORANEOUS MINUTES OF THE COMPENSATION COMMITTEE MEETINGS AND DECISIONS. EXTERNAL CONSULTANTS REVIEW COMPENSATION EVERY OTHER YEAR, THE LAST REVIEW OCCURING IN 2021, BUT THE COMPENSATION COMMITTEE REGULARLY MONITORS COMPENSATION AND ALL OTHER PROCEDURES ARE FOLLOWED ANNUALLY. Form 990, Part VI, Line 15b PROCESS FOR DETERMINING COMPENSATION See narrative for Form 990, Part VI, Line 15a. Form 990, Part VI, Line 1b INDEPENDENT VOTING MEMBERS Morton Plant Mease Health Services, Inc. is controlled by Morton Plant Mease Health Care, Inc., a 501(c)(3) tax-exempt organization. A majority of the voting members of the board of Morton Plant Mease Health Care, Inc. are independent. Form 990, Part VI, Line 1a Delegate broad authority to a committee The organization has committees with authority to make decisions and/or act in regard to specific matters. The composition and scope of authority for any such committees are described in the organization's governing documents. Form 990, Part VI, Line 2 Family/business relationships amongst interested persons Glenn Waters, Carl Tremonti, James Cote, Louis Galdieri - Business relationship, GLENN WATERS and Janice Polo - Business relationship, Carl Tremonti and Jacquelyn Cawley - Business relationship, Carl Tremonti and James Cote - Business relationship Form 990, Part VI, Line 6 Classes of members or stockholders THE SOLE MEMBER OF MORTON PLANT MEASE HEALTH SERVICES, INC IS MORTON PLANT MEASE HEALTH CARE, INC. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body THE BOARD OF DIRECTORS OF THE CORPORATION SHALL CONSIST OF AT LEAST FIVE (5) PERSONS. THE CEO OF THE MEMBER AND THE MEDICAL DIRECTOR OF THE CORPORATION SHALL BE MEMBERS OF THE BOARD. THE MEMBER SHALL APPOINT ALL OTHER MEMBERS OF THE BOARD. THE POLICY MAKING POWERS OF THE CORPORATION, SUBJECT TO THE RESERVATION OF POWERS REFERRED TO HEREAFTER, SHALL BE VESTED IN THE BOARD WHICH SHALL HAVE CHARGE, CONTROL AND MANAGEMENT OF THE POLICES, PROPERTY, AFFAIRS AND FUNDS OF THE CORPORATION AND SHALL HAVE THE POWER AND AUTHORITY TO DO AND PERFORM ALL ACTS OR FUNCTIONS NOT INCONSISTENT WITH THESE BYLAWS OR THE CORPORATION'S ARTICLES OF INCORPORATION. APPOINTMENT/VACANCIES THE MEMBER SHALL APPOINT THE DIRECTORS OF THE CORPORATION. EACH DIRECTOR SHALL HAVE A TWO-YEAR TERM; HOWEVER, THERE SHALL BE NO RESTRICTION ON THE NUMBER OF TERMS A DIRECTOR MAY SERVE. VACANCIES ON THE BOARD DUE TO DEATH, RESIGNATION OR OTHER CAUSE MAY BE, BUT NEED NOT BE, FILLED UNTIL THE NEXT ANNUAL MEETING BY THE MEMBER. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders THE TAXPAYER IS A PARTICIPANT, AS DEFINED IN THE SECOND RESTATED JOINT OPERATING AGREEMENT DATED AS OF MAY 23, 2006, AS AMENDED (THE "JOA"). UNDER THE JOA, BAYCARE HEALTH SYSTEM, INC. IS RESPONSIBLE FOR THE OPERATIONS OF THE PARTICIPANTS. THE JOA PARTICIPANTS INCLUDE THE TAXPAYER AND OTHER HOSPITALS AND NON-HOSPITAL ORGANIZATIONS. NOTICE OF THE JOA WAS PREVIOUSLY PROVIDED TO THE INTERNAL REVENUE SERVICE BY THE LETTER DATED JULY 1, 1997. THE MEMBER RESERVES TO ITSELF IN ITS CAPACITY AS THE CORPORATE MEMBER OF THE CORPORATION THE FOLLOWING TWO CATEGORIES OF ACTIONS: CLASS I MEMBER RESERVED RIGHTS AND CLASS II MEMBER RESERVED RIGHTS. A. CLASS I MEMBER RESERVED RIGHTS 1. ADDITION, DELETION OR RECONFIGURATION OF SERVICES OF THE CORPORATION. 2. ESTABLISHMENT OF OVERALL CAPITAL AND OPERATING BUDGETS AND STRATEGIC PLANS APPLICABLE TO THE CORPORATION, INCLUDING THE USE OF THE FUNDS OF THE CORPORATION. 3. EXCLUSIVE AUTHORITY TO ENTER INTO MANAGED CARE CONTRACTS ON BEHALF OF THE CORPORATION. 4. APPROVAL OF CONTRACTS ON BEHALF OF THE CORPORATION (BUT THE CLASS I MEMBER MAY ESTABLISH POLICIES FROM TIME TO TIME PROVIDING THAT ONLY SPECIFIC TYPES OF CONTRACTS OR CONTRACTS INVOLVING OBLIGATIONS IN EXCESS OF SPECIFIED LEVELS NEED TO BE APPROVED BY THE CLASS I MEMBER). 5. AUTHORITY TO ESTABLISH FEES AND CHARGES ON BEHALF OF THE CORPORATION. 6. DETERMINATION OF WHETHER THE CORPORATION SHOULD JOIN ANY NETWORKS OR ALTERNATIVE OR INTEGRATED DELIVERY SYSTEMS. 7. ESTABLISHMENT OF EMPLOYMENT AND OTHER POLICIES APPLICABLE TO ALL PERSONNEL EMPLOYED BY THE CORPORATION. 8. APPROVAL OF THE PHILOSOPHY, MISSION STATEMENT AND PURPOSES OF THE CORPORATION. 9. APPROVAL OF CHANGES IN THE ARTICLES OF INCORPORATION OR IN THE BYLAWS OF THE CORPORATION. 10. APPROVAL OF THE MERGER, CONSOLIDATION, DISSOLUTION, SALE OR OTHER TRANSFER OF SUBSTANTIALLY ALL ASSETS OF THE CORPORATION, OR OTHER CHANGE IN CORPORATE FORM, CAUSING A FUNDAMENTAL REORGANIZATION OF THE CORPORATION. 11. APPROVAL OF THE INCURRENCE OF INDEBTEDNESS BY THE CORPORATION ABOVE CERTAIN LIMITS ESTABLISHED BY THE CLASS I MEMBER. 12. APPROVAL OF THE ESTABLISHMENT OF ADDITIONAL AFFILIATES OR SUBSIDIARIES OF THE CORPORATION. 13. ADOPTION OF STRATEGIC PLANS OR MAJOR CHANGES IN PROGRAMS OR SERVICES OF THE CORPORATION. 14. APPROVAL OF THE PURCHASE, SALE, TRANSFER, OR OTHER ENCUMBRANCE OF ASSETS OF THE CORPORATION ABOVE SPECIFIED LEVELS ESTABLISHED BY THE CLASS I MEMBER. B. CLASS II MEMBER RESERVED RIGHTS 1. APPROVAL OF THE PHILOSOPHY, MISSION STATEMENT AND PURPOSES OF THE CORPORATION. 2. APPROVAL OF THE MERGER, CONSOLIDATION, DISSOLUTION, SALE OR OTHER TRANSFER OF SUBSTANTIALLY ALL ASSETS OF THE CORPORATION, OR OTHER CHANGE IN CORPORATE FORM, CAUSING A FUNDAMENTAL REORGANIZATION OF THE CORPORATION. 3. WITH REGARD TO ANY ASSETS OF THE CORPORATION NO LONGER REQUIRED IN THE OPERATIONS OF THE CORPORATION, APPROVAL OF ANY SALE OR OTHER DISPOSITION OF ANY ASSETS NOT IN THE ORDINARY COURSE WHICH HAVE A VALUE IN EXCESS OF $3 MILLION, AND WITH REGARD TO ALL OTHER ASSETS OF THE CORPORATION USED IN THE OPERATIONS OF THE CORPORATION, APPROVAL OF ANY SALE OR OTHER DISPOSITION OF SUCH ASSETS NOT IN THE ORDINARY COURSE (BUT THE FOREGOING IS NOT INTENDED TO LIMIT ANY TRANSFER OF THE LOCATION OF THE ASSETS FROM THE CORPORATION TO ANOTHER ENTITY IN CONNECTION WITH A DULY AUTHORIZED RECONFIGURATION OF SERVICES). Form 990, Part VI, Line 11b Review of form 990 by governing body The form 990 is prepared by the organization and reviewed by the CFO as well as the organization's paid preparer. Prior to filing with the IRS, a final copy of the form 990 is made available to the entire Board. Form 990, Part VI, Line 12c Conflict of interest policy MORTON PLANT MEASE HEALTH SERVICES, INC. HAS TWO SEPARATE CONFLICT OF INTEREST PROCEDURES; ONE THAT RELATES TO BOARD MEMBERS AND ANOTHER THAT RELATES TO NONBOARD MEMBER EMPLOYEES. BOTH GROUPS ARE REQUIRED ON AN ANNUAL BASIS TO COMPLETE, SIGN AND FILE AN ANNUAL DISCLOSURE STATEMENT DETAILING EXISTING OR POTENTIAL CONFLICTS OF INTEREST. DISCLOSURE REQUIREMENTS OF BOARD AND COMMITTEE MEMBERS PRIOR TO ANY AND ALL BOARD OR COMMITTEE MEETINGS, EACH BOARD/COMMITTEE MEMBER SHALL REVIEW THE MEETING AGENDA FOR ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST. IN THE EVENT AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST ASSOCIATED WITH ANY AGENDA ITEM IS CONCLUDED BY A BOARD/ COMMITTEE MEMBER AFTER SUCH REVIEW, THE IMPACTED BOARD/COMMITTEE MEMBER SHALL INFORM THE BOARD/COMMITTEE CHAIRPERSON OF THE CONFLICT IN ADVANCE OF THE MEETING. REQUIRED ACTION AFTER DISCLOSURE OF THE BOARD/COMMITTEE MEMBER'S ACTUAL OR POTENTIAL CONFLICT TO THE BOARD/COMMITTEE CHAIRPERSON AS SET FORTH ABOVE, THE FOLLOWING PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST WILL BE ADHERED TO BY EACH BOARD AND ALL COMMITTEES WITHOUT EXCEPTION: 1. THE BOARD/COMMITTEE CHAIRPERSON SHALL, UPON DISCLOSURE BY AN IMPACTED BOARD/COMMITTEE MEMBER, HAVE THE DISCRETION (BASED UPON THE SEVERITY OF THE ACTUAL OR POTENTIAL CONFLICT) TO EXCUSE THE IMPACTED BOARD/COMMITTEE MEMBER FROM THE BOARD/COMMITTEE DISCUSSIONS ON THAT AGENDA ITEM. 2. REGARDLESS OF WHETHER THE IMPACTED BOARD/COMMITTEE MEMBER IS ASKED TO LEAVE THE ROOM DURING THE AGENDA ITEM DISCUSSION, THE BOARD/COMMITTEE CHAIRPERSON SHALL NOTIFY ALL BOARD/COMMITTEE MEMBERS OF THE ACTUAL OR POTENTIAL CONFLICT OF INTEREST SO EVERYONE IS AWARE OF THE SAID CONFLICT BEFORE ANY DISCUSSIONS AND/OR VOTE ON THE MATTER. 3. THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE BAYCARE ENTITY CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM AN INDIVIDUAL OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. 4. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY AVAILABLE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE BAYCARE ENTITY'S BEST INTEREST AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO BAYCARE. AN INTERESTED BOARD/COMMITTEE MEMBER SHALL NOT VOTE, PARTICIPATE IN, INFLUENCE, OR ATTEMPT TO INFLUENCE ANY DETERMINATION OR PROCEEDINGS. AS REQUESTED BY THE BOARD/COMMITTEE CHAIRPERSON, THE INTERESTED BOARD/COMMITTEE MEMBER MAY, HOWEVER, RESPOND TO QUESTIONS POSED BY THE BOARD/COMMITTEE REGARDING THE CONTRACT OR TRANSACTION. ANY SUCH CONTRACT OR TRANSACTION MUST BE AUTHORIZED BY A VOTE OF AT LEAST TWO-THIRDS (2/3) OF THE BOARD/COMMITTEE MEMBERS ENTITLED TO VOTE AT A MEETING AT WHICH A QUORUM WAS PRESENT. ANY INTERESTED BOARD/COMMITTEE MEMBER MAY NOT BE COUNTED IN DETERMINING THE EXISTENCE OF A QUORUM. 5. THE MINUTES OF THE BOARD AND ALL COMMITTEES SHALL REFLECT THE FOLLOWING: A. THE NAME(S) OF THE BOARD/COMMITTEE MEMBER(S) WHO DISCLOSED OR WAS OTHERWISE FOUND TO HAVE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE ACTUAL OR POSSIBLE CONFLICT OF INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT, AND THE BOARD/COMMITTEE CHAIRPERSON'S DECISION AS TO WHETHER A CONFLICT OF INTEREST, IN FACT, EXISTED. B. THE NAMES OF THE BOARD/COMMITTEE MEMBERS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION, INCLUDING ANY ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN ON THE SUBJECT AT ISSUE. C. THE INTERESTED BOARD/COMMITTEE MEMBER'S REMOVAL FROM THE ROOM (IF REQUESTED BY THE CHAIRPERSON), EXCLUSION FROM VOTING AND PARTICIPATION IN DISCUSSIONS, AND THE EXISTENCE OF A PROPER QUORUM. FOR EMPLOYEES, THE REVIEW OF CONFLICTS OF INTEREST OR POTENTIAL CONFLICTS GOES TO THE CONFLICT OF INTEREST DETERMINATION COMMITTEE. THIS COMMITTEE CONSISTS OF THE BAYCARE CHIEF COMPLIANCE OFFICER, THE CORPORATE RESPONSIBILITY OFFICERS, AND THE BAYCARE CHIEF TEAM RESOURCES OFFICER. THIS COMMITTEE SHALL DETERMINE IF AN ACTUAL CONFLICT EXISTS AND ANY ACTION REQUIRED TO ADDRESS THE CONFLICT OF INTEREST SITUATION. Form 990, Part VI, Line 19 Required documents available to the public THE ORGANIZATION'S FINANCIAL STATEMENTS ARE INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS OF ITS AFFILIATE, BAYCARE HEALTH SYSTEM, INC. THE CONSOLIDATED FINANCIAL STATEMENTS OF BAYCARE HEALTH SYSTEM, INC. ARE AVAILABLE THROUGH EMMA FOR BOND INVESTORS. THE ORGANIZATION'S ARTICLES OF INCORPORATION AND AMENDMENTS THERETO ARE MADE AVAILABLE TO THE PUBLIC BY THE FILING OF THOSE DOCUMENTS WITH THE FLORIDA DEPARTMENT OF STATE AND CAN BE LOCATED AT SUNBIZ.ORG. THE ORGANIZATION'S OTHER GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE NOT MADE AVAILABLE TO THE PUBLIC. Form 990, Part IX, Line 11g Other Fees PROFESSIONAL FEES - Total Expense: 12835611, Program Service Expense: 12835611, Management and General Expenses: , Fundraising Expenses: ; MANAGEMENT FEE ALLOCATION - Total Expense: 10289241, Program Service Expense: , Management and General Expenses: 10289241, Fundraising Expenses: ; OUTSIDE SERVICES - Total Expense: 813758, Program Service Expense: 813758, Management and General Expenses: , Fundraising Expenses: ; OTHER - Total Expense: 69400, Program Service Expense: 69400, Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; MORTON PLANT MEASE DIAGNOSTIC CARDIOLOGY 300 PINELLAS STREET CLEARWATER FL 337563804 461453814 HEALTH SERVICES FL 6273325 9080992 MPMHS BAYCARE HEALTH SYSTEM INC 2985 DREW ST CLEARWATER FL 337593012 592796965 SUPPORT SERVICES FL 501(c)(3) Type I NA false TRUSTEES OF MEASE HOSPITAL INC 601 MAIN STREET DUNEDIN FL 346985848 590855412 HEALTH SERVICES FL 501(c)(3) 3 MPMHC false MORTON PLANT HOSPITAL ASSOCIATION INC 300 PINELLAS STREET CLEARWATER FL 337563804 590624462 HEALTH SERVICES FL 501(c)(3) 3 MPMHC false MORTON PLANT MEASE HEALTH CARE INC 300 PINELLAS STREET CLEARWATER FL 337563804 592374556 SUPPORT SERVICES FL 501(c)(3) Type II NA false GLOBAL HEALTH CARE INC 8452 118TH AVENUE NORTH LARGO FL 337731995 591853449 HEALTH SERVICES FL NA C Corporation false MFP INC 628 BYPASS ROAD CLEARWATER FL 337645024 592374569 COLLECTIONS FL NA C Corporation false MORTON PLANT HEALTH VENTURES INC 8452 118TH AVENUE NORTH LARGO FL 337731995 592728600 HEALTH SERVICES FL NA C Corporation false false false false false false false false false false true true false true false true false false true true