2013-11-13T08:34:20-08:00 2012-12-31 Axley & Rode LLP 1307 S 1st St Lufkin TX 759014717 990 2012-01-01 752492741 Memorial Specialty Hospital MEMO 9366397016 P O Box 1447 Lufkin TX 75902 LESLIE LEACH 2013-11-08 true J LEON MANNING CPA P00045819 9366346621 2012 2016-02-25 16:41:14Z LESLIE LEACH 1201 FRANK AVE LUFKIN TX 75904 13919996 false false X N/A X 1992 TX THE ORGANIZATION OPERATES A SPECIALTY HOSPITAL THAT PROVIDES EXTENDED ACUTE HEALTH CARE SERVICES TO PATIENTS FROM ANGELINA AND SURROUNDING COUNTIES. 8 7 99 0 0 12290798 13919990 43 6 0 12290841 13919996 0 0 4856056 4121956 0 0 4165035 4484377 9021091 8606333 3269750 5313663 22226193 27508007 1348948 1317099 20877245 26190908 The mission of Memorial Specialty Hospital is to support, manage, and furnish facilities to provide quality acute long term healthcare services for the citizens of Angelina, Polk, San Augustine and the surrounding counties of deep East Texas. false false 7036522 13919990 HOSPITAL SERVICES TO PATIENTS, INCLUDING 7,972 PATIENT DAYS AND 293 ADMISSIONS TO THE HOSPITAL. 7036522 true false false false false false false false false false true false false true true false false true false false false false false false false false true true false false false false false false false false false false false false false false false false false false false false false false false false true 0 0 false 99 true false false false false false false false false 0 false false false false false false false false false false X 8 7 false true false false false false false true true false false true true true true true true true true false X LESLIE LEACH 9366397016 1201 W FRANK LUFKIN TX 75901 X SUSHIL GEORGE MD 0.00 0.00 X 0 0 0 ROBERT HALLETT M D 0.00 0.00 X 0 0 0 GARY LOOPER 0.00 0.00 X 0 0 0 TIM STACY 0.00 0.00 X 0 0 0 DAVID PERKINS 0.00 0.00 X 0 0 0 TERRY MORGAN 0.00 0.00 X 0 0 0 VAN WATSON 0.00 0.00 X 0 0 0 BOB BROWN 0.00 0.00 X 0 0 0 PHIL MEDFORD 0.00 0.00 X 0 0 0 LESLIE LEACH 40.00 0.00 X 0 126358 19823 LEEANN HAYGOOD 40.00 0.00 X 0 0 0 SHINGFAI E IP 40.00 0.00 X 117146 0 22798 117146 126358 42621 1 false false false SODEXO SERVICES P O BOX 536922 ATLANTA GA 303536922 DIETARY/ENVIRONMENTA 239999 MEMORIAL HEALTH SYSTEM OF EAST TEXAS 1201 W FRANK AVENUE LUFKIN TX 75904 MEDICAL SERVICES 1124764 COMMUNTY HOSPITAL CONSULTING INC 5801 TYNNYSON PKWY STE 550 PLANO TX 75024 MGMT/MEDICAL 137495 3 0 PATIENT SERVICE REVENUE 621990 13866236 13866236 MISCELLANEOUS REVENUE 621990 53754 53754 13919990 6 6 0 0 0 0 0 0 0 0 13919996 13919990 6 0 0 0 0 0 0 3441668 3074229 367439 65615 59260 6355 383953 346922 37031 230720 208373 22347 134712 134712 0 12118 12118 0 0 0 665725 595278 70447 2525 2525 9615 9615 0 0 435170 435170 19097 48 19049 0 0 0 0 135218 135218 28169 28169 RENTS & LEASES - EQUIP 31295 23779 7516 HOME OFFICE COST ALLOCATION 837378 837378 OTHER PATIENT CARE EXPENSE 986870 986870 PATIENT CARE SUPPLIES 1170716 1170716 15769 659 15110 8606333 7036522 1569811 0 95000 2890 0 0 1727684 1189069 0 0 0 94732 88685 15651 7419 2008702 1670969 472951 337733 0 0 0 0 19820175 25882211 22226193 27508007 352512 615131 996436 701968 1348948 1317099 X 20877245 26190908 20877245 26190908 22226193 27508007 5313663 X false true X false false X 25801 22653 3148 1982901 1648316 334585 337733 DUE FROM MEMORIAL HEALTH SYSTEM 25882211 25882211 PENSION PLAN PAYABLE 537221 INSURANCE RESERVE PAYABLE 164747 701968 true true true X true X true true false false true true 131987 131987 0.01540 131987 131987 0.01540 131987 131987 0.01540 false 41484 9426767 8391349 1035418 X true true 1 1 MEMORIAL SPECIALTY HOSPITAL

1201 W FRANK AVE SUITE D-5 LUFKIN TX 75904

X LONG-TERM ACUTE CARE HOSPITAL MEMORIAL SPECIALTY HOSPITAL 1 true X X X X X X X X X 12 true true true X X X X X X X X false false false true true 200.0000 true 250.0000 true X X X X true true X X X X false true X X X X X true X false true Part VI - Additional Information PART I, LINE 7 - THE HOSPITAL USED A COST-TO-CHARGE RATIO TO CALCULATE THE AMOUNTS REPORTED IN THIS TABLE. THIS COST-TO-CHARGE RATIO WAS DERIVED FROM WORKSHEET 2 - "RATIO OF PATIENT CARE COST-TO-CHARGES".PART VI, LINE 1 - PART I, LINE 7, COLUMN (F) IN ACCORDANCE WITH THE INSTRUCTIONS, $53,754 IN REVENUE FROM NON PATIENT SERVICES INCLUDED IN PART VIII, LINE 12, COLUMN A HAS BEEN REMOVED FROM THE DENOMINATOR IN THE CALCULATION OF THE PERCENTAGES SHOWN IN COLUMN (F) FOR LINES 7 (A)THRU 7 (K). AS THE RESULT OF THE FOREGOING, THE CALCULATION OF THE DENOMINATOR AMOUNT IS SHOWN BELOW: TOTAL FUNCTIONAL EXPENSES FROM PART IX, LINE 25 COLUMN A $8,606,333 LESS: REVENUE FROM NON-PATIENT CARE ACTIVITIES ( 53,754) ADJUSTED PATIENT CARE COSTS $8,552,759 Part VI - States Where Community Benefit Report Filed TX Part VI - Affilated Health Care System Roles and Promotion IN ADDITION TO THE CUSTOMIZED OUTREACH IN EACH INDIVIDUAL COMMUNITY, THE CORPORATE STRUCTURE PROVIDES EACH HOSPITAL IN ANGELINA, POLK AND SAN AUGUSTINE COUNTIES WITH IMPROVED MEDICAL TECHNOLOGY THROUGH A COMMON COMPUTER SYSTEM, COMMUNICATION TO ALL COMMUNITIES THROUGH THE CORPORATE MARKETING DEPARTMENT, AND COORDINATION OF MEDICAL TRAINING FOR ALL CLINICAL EMPLOYEES. MEMORIAL SPECIALTY HOSPITAL IS ABLE TO PROVIDE CARE FOR CRITICALLY ILL, MEDICALLY COMPLEX PATIENTS WHOSE NEEDS CANNOT BE MET IN OTHER POST-ACUTE CARE ENVIRONMENTS. Part VI - Explanation Of How Organization Furthers Its Exempt Purpose THE HOSPITAL PROMOTES THE HEALTH OF THE COMMUNITY THROUGH PARTICIPATION IN HEALTHCARE EDUCATION OUTREACHES SUCH AS DIABETES EXPO, SENIOR LIFESTYLE EXPO, AND WOMEN'S LIFESTYLE EXPO. IN ADDITION, THE HOSPITAL PARTNERS WITH ANGELINA COLLEGE, STEPHEN F. AUSTIN STATE UNIVERSITY AND TYLER COUNTY NURSING PROGRAMS TO PROVIDE EDUCATION AND CLINICAL ROTATIONS, AND WITH AREA HIGH SCHOOLS HEALTH CAREERS PROGRAMS WHICH ALLOW HIGH SCHOOL STUDENTS TO PARTICIPATE IN CLINICAL STUDIES AT THE HOSPITAL. Part VI - Community Information ANGELINA COUNTY HAS AN APPROXIMATE POPULATION OF 87,597 AS OF 2012, AND IS A FEDERALLY DESIGNATED HEALTH PROFESSIONAL SHORTAGE AREA. THE POPULATION MEDIAN INCOME PER HOUSEHOLD, AS OF 2011, IS $39,325; 18.4% OF PERSONS IN ANGELINA COUNTY ARE BELOW THE POVERTY LEVEL. APPROXIMATELY 6% OF OUR PATIENT BASE IS UNINSURED, APPROXIMATELY 1% OF OUR PATIENT BASE IS MEDICAID RECIPIENTS, AND APPROXIMATELY 86% OF OUR PATIENT BASE IS MEDICARE RECIPIENTS. THE HOSPITAL IS LOCATED IN ANGELINA COUNTY AND IS THE ONLY LONG-TERM ACUTE CARE HOSPITAL IN 13 CONTIGUOUS COUNTIES.WITH THE CITY OF LUFKIN BEING THE COUNTY SEAT, WE SERVE AS THE MEDICAL AND RETAIL HUB OF ANGELINA AND SURROUNDING COUNTIES. WITH PROXIMITY TO TWO NATIONAL FORESTS AND LAKE SAM RAYBURN, WHICH IS THE LARGEST LAKE COMPLETELY IN TEXAS, THE HOSPITAL SERVES A LARGE POPULATION OF RETIREES AND RECREATIONAL LAND USERS. ANGELINA COUNTY IS HOME TO ANGELINA COLLEGE, A VETERAN'S ADMINISTRATION HEALTH CLINIC, THREE MUSEUMS AND A ZOO. Part VI - Patient Education of Eligibility for Assistance PATIENT BILLS HAVE INFORMATION AND WORDING IN THEM WHICH STATES FOR THEM TO CALL THE BUSINESS OFFICE FOR POSSIBLE DISCOUNTS FOR UNINSURED PATIENTS. FOR PATIENTS ARRIVING THROUGH MEMORIAL HEALTH SYSTEM OF EAST TEXAS, THERE ARE SIGNS IN THE EMERGENCY DEPARTMENT AND REGISTRATION AREAS NOTIFYING PATIENTS THAT FINANCIAL ASSISTANCE IS AVAILABLE AND GIVES INSTRUCTIONS FOR CONTACTING FINANCIAL COUNSELORS. WE ALSO HAVE A THIRD PARTY ELIGIBILITY CONTRACTOR WHOSE ROLE IT IS TO SCREEN SELF PAY PATIENTS AND QUALIFY THEM FOR GOVERNMENT PROGRAMS AND TO FORWARD POTENTIAL CHARITY PATIENTS TO OUR FINANCIAL COUNSELORS. THE HOSPITAL HAS AN ON-SITE MEDICAID ELIGIBILITY SPECIALIST TO HELP PATIENTS COMPLETE PAPERWORK AND EXPEDITE APPLICATION PROCESSING. ADDITIONALLY, INFORMATION REGARDING FINANCIAL ASSISTANCE IS LOCATED IN THE COMMON AREAS OF THE HOSPITAL AND SPECIFIC FINANCIAL ASSISTANCE GUIDANCE IS PROVIDED TO PATIENTS AND FAMILY MEMBERS THROUGH THE BUSINESS OFFICE. Part VI - Needs Assessment IN ADDITION TO THE COMMUNITY HEALTH NEEDS ASSESSMENT REQUIRED BY LAW, THE HOSPITAL HAS A BOARD OF DIRECTORS MADE UP OF COMMUNITY MEMBERS WHO PROVIDE INPUT ABOUT NEEDS IN THE COMMUNITY. OUR PHYSICIANS HAVE NUMEROUS COMMITTEES AT THE HOSPITAL, IN PART TO KEEP US INFORMED ABOUT COMMUNITY MEDICAL NEEDS. Number of Hospital Faciltiy - 1 Part V, Line 22 - Charge Patients Amount Equal Gross Charge for Services ALL PATIENTS ARE EQUALLY CHARGED. PATIENTS WHO FILE AN APPLICATION FOR FINANCIAL ASSISTANCE ARE NOT BILLED UNLESS IT IS LATER DETERMINED THAT THEY DO NOT QUALIFY FOR ASSISTANCE. Number of Hospital Faciltiy - 1 Part V, Line 20d - Other Billing Determination of Individuals Without Insurance PATIENTS WITHOUT INSURANCE ARE BILLED USING THE SAME RATES FOR SERVICE AS ALL OTHER PATIENTS. Number of Hospital Faciltiy - 1 Part V, Line 17e - Other Collection Actions by Facility or Third Party Engaged ACCIDENT LIABILITY CASE LIENS FILED AGAINST FUTURE SETTLEMENT IN CASES INVOLVING THIRD-PARTY LIABILITY. Number of Hospital Faciltiy - 1 Part V, Line 7 - Explanation of Needs Not Addressed and Reasons Why Following the completion of thorough process designed to comply with the requirements of Patient Protection and Affordable Care Act, including research, individual interviews with stakeholders, and receipt of the survey results, a Community Health Needs Assessment Team consisting of hospital representatives and the Executive Director of the local Health District reviewed all results identified and prioritized eight (8) specific health needs. Working with the consultants from Community Hospital Consulting, the team identified actions to address those needs and developed implementation plans for Seven (7) of the eight (8) needs identified. The eighth identified need, increasing access to affordable dental care, was not addressed as it was deemed not a core business function of the health system. Number of Hospital Faciltiy - 1 Part V, Line 4 - List Other Hospital Facilities that Jointly Conducted Needs Assessment The Community Health Needs Assessment was conducted to include all four (4) facilities which comprise Memorial Health System of East Texas: (1) Memorial Medical Center of East Texas (Lufkin), (2) Memorial Medical Center Livingston, (3) Memorial Medical Center San Augustine, and (4) Memorial SpecialtyHospital Number of Hospital Faciltiy - 1 Part V, Line 3 - Account Input from Person Who Represent the Community Interview Methodology- Memorial Health System of East Texas provided CHC Consulting with a list of people with special knowledge of Angelina, Polk and San Augustine Counties including public health representatives, not-for-profit organization professionals, charities and other individuals who focus specifically on underrepresented groups.- From that list, 21 in depth interviews were conducted using a structured interview guide. In order to further quantify the data, a follow up survey was sent to the list of 21 with the option to forward the survey on to others.- Extensive notes were taken during each interview and then quantified based on responses, communities and populations (minority, elderly, un/underinsured, etc.)served, and priorities identified by respondents. Qualitative data from the interviews was also analyzed and reported. Survey Construction, Distribution, and Collection- An electronic survey was constructed using Survey Monkey(TM) software in order to gather opinions and input of those with special knowledge regarding the health needs and priorities of the study area.- The survey was restricted so that respondents could only complete the survey once per computer to protect the integrity of the data.- The survey was initially distributed to the 21 interviewees. Recipients were allowed to forward the survey to other stakeholders in the community. The survey remained open for approximately one month.- Responses were quantified and analyzed for reporting purposes, including any free-form comments. Interviewee list- Tina Battise, Deputy Administrator, Alabama-Coushatta Tribe- Deborah Walters, RN, Director, Case Management and Social Work, MHSET- Marilyn Kegler, Director of Nurses, Lufkin ISD- Marshall McMillan, Member, MMC-San Augustine Board of Directors, Chair, Boys and Girls Club of San Augustine- John L. Brink, RN, Nurse Manager, Cardiac Cath Lab/Cardiac Rehab, MHSET/Member of the Angelina County Heart Alliance- Dr. Sid Roberts, Radiation Oncologist- Jean Hines, San Augustine County Hospital District Board member- Carla Hight, Director, United Way - Angelina County- Judge Sammye Johnson, San Augustine County Judge- Brittney Johnson, Project Manager, San Augustine County- Sharon Shaw, Administrator, Angelina County and Cities Health District- Dr. Robert Fayle, Neurologist- Jerry Hathorne, Chairman, Polk County Advisory Committee- Susan Rushing, CEO, Burke Center- Letha Tullos, Regional Vice President for the East Texas Region, American Cancer Society- Carrie Yocum, Administrator, Twin Lakes Rehabilitation and Care Center- Ray Polk, Diabetes Activist and former Board Member, Memorial Medical Center- Lufkin- Phyllis Grandgeorge, Executive Director, Alcohol and Drug Abuse Council- Heather Kartye, Executive Director, Family Crisis Center of East Texas- Minerva Palomino, Social Worker, MHSET- Judge John Thompson, Judge, Polk County Part III, Line 9b - Provisions On Collection Practices For Qualified Patients AS SOON AS SUFFICIENT INFORMATION IS AVAILABLE CONCERNING THE PATIENT'S FINANCIAL RESOURCES AND ELIGIBILITY FOR GOVERNMENT ASSISTANCE, A DETERMINATION IS MADE CONCERNING THE PATIENT'S ELIGIBILITY FOR CHARITY. NO COLLECTION EFFORTS WILL BE PURSUED ON A CHARITY ACCOUNT AFTER SUCH DETERMINATION IS MADE. Part III, Line 4 - Bad Debt Expense THE HOSPITAL DOES NOT REPORT BAD DEBTS EXPENSE (UNCOLLECTIBLE ACCOUNTS) IN ACCORDANCE WITH HFMA STATEMENT NO. 15. THE HOSPITAL ACCOUNTS FOR ANY LOSSES ON ACCOUNTS RECEIVABLE USING THE ALLOWANCE METHOD. THE HOSPITAL IS A MEMBER OF A SYSTEM WITH CONSOLIDATED FINANCIAL STATEMENTS AUDITED BY BKD, LLP. THE CONSOLIDATED FINANCIAL STATEMENTS FOOTNOTE TO PATIENT ACCOUNTS RECEIVABLE INCLUDES THE FOLLOWING:"ACCOUNTS RECEIVABLE ARE REDUCED BY AN ALLOWANCE FOR DOUBTFUL ACCOUNTS. IN EVALUATING THE COLLECTABILITY OF ACCOUNTS RECEIVABLE, THE SYSTEM ANALYZES ITS PAST HISTORY AND IDENTIFIES TRENDS FOR EACH OF ITS MAJOR PAYER SOURCES OF REVENUE TO ESTIMATE THE APPROPRIATE ALLOWANCE FOR DOUBTFUL ACCOUNTS AND PROVISION FOR UNCOLLECTIBLE ACCOUNTS. MANAGEMENT REGULARLY REVIEWS DATA ABOUT THESE MAJOR PAYER SOURCES OF REVENUE IN EVALUATING THE SUFFICIENCY OF THE ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS." Part III, Line 2 - Methodology Used To Estimate Bad Debt Expense THE AMOUNT SHOWN ON LINE 2 WAS DETERMINED BY USING THE COSTING METHODOLOGY DERIVED FOR WORKSHEET 2 - "RATIO OF PATIENT CARE COST-TO-CHARGES". THE HOSPITAL ACCOUNTS FOR DISCOUNTS AS DEDUCTIONS FROM GROSS PATIENT REVENUE AND WHERE APPLICABLE, PAYMENT OF PATIENTS' ACCOUNTS AS DEDUCTIONS FROM UNCOLLECTIBLE (BAD DEBTS EXPENSE) ACCOUNTS. PATIENT SERVICE REVENUE RECONCILIATION: PATIENT SERVICE REVENUE SHOWN ON FORM 990, PART VIII, LINE 2A WAS DETERMINED AS FOLLOWS: GROSS CHARGES TO PATIENTS $65,969,625 LESS: MEDICARE CONTRACTUAL ADJUSTMENTS (43,539,121) MEDICAID CONTRACTUAL ADJUSTMENTS (7,173) INDUSTRY/MANAGED CARE ADJUSTMENTS (7,216,200) OTHER DISCOUNTS (2,380) UNCOLLECTIBLE ACCOUNTS (320,095) CHARITY DEDUCTIONS (1,018,420) PATIENT SERVICE REVENUE $13,866,236 FORM 990 - PART V - QUESTION 1A: MEMORIAL HEALTH SYSTEM OF EAST TEXAS (MHSET) PAYS THE HOSPITAL'S BILLS FOR SERVICES THAT WOULD REQUIRE THE PREPARATION OF FORMS 1099 AND THE RELATED FORM 1096, AND REPORTS SUCH PAYMENTS UNDER ITS FEDERAL IDENTIFICATION NUMBER (75-0755367). THE HOSPITAL REIMBURSES MHSET FOR SUCH PAYMENTS. Form 990, Part VI, Line 19 Form 990, Part VI, Line 19: Other Organization Documents Publicly Available ORGANIZATIONAL DOCUMENTS, APPLICATION FOR EXEMPTION, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS OF THE CORPORATION ARE AVAILABLE FOR INSPECTION AND COPYING IN THE OFFICE OF THE CHIEF FINANCIAL OFFICER OF MEMORIAL HEALTH SYSTEM OF EAST TEXAS LOCATED AT 1201 W. FRANK AVENUE, LUFKIN, TX 75904 ON ORAL OR WRITTEN REQUEST DURING REGULAR BUSINESS HOURS, OR SUCH OTHER TIMES AS ARE SCHEDULED DIRECTLY WITH THE CHIEF FINANCIAL OFFICER. Form 990, Part VI, Line 15b Form 990, Part VI, Line 15b: Compensation Review and Approval Process for Officers and Key Employees THE SALARY OF THE ADMINISTRATOR OF THE CORPORATION IS SET BY THE CHIEF EXECUTIVE OFFICER OF MEMORIAL HEALTH SYSTEM OF EAST TEXAS WHO IS AN EMPLOYEE OF COMMUNITY HOSPITAL CONSULTING, INC. (CHC). AN APPROPRIATE SALARY IS ESTABLISHED FROM CHC'S INTERNAL COMPENSATION POLICY WHICH INCLUDES THE ASSISTANCE OF A COMPENSATION CONSULTANT, COMPETIVE MARKET ANALYSIS, JOB DESCRIPTION AND SCOPE OF RESPONSIBILITY. Form 990, Part VI, Line 12c Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts ANNUALLY EACH MEMBER OF THE BOARD AND OFFICER OF THE CORPORATION IS PROVIDED A COPY OF THE CONFLICTS OF INTERESTS POLICY, A STATEMENT ACKNOWLEDGING ITS RECEIPT, AND DISCLOSURE OF OUTSIDE INTEREST AND ACTIVITIES. THE POLICY IS DISCUSSED WITH THE BOARD AND OFFICER. EACH BOARD MEMBER AND OFFICER COMPLETES THE FORMS PROVIDED AND RETURNS THEM TO THE CHIEF EXECUTIVE OFFICER. THE C. E. O. AND THE GENERAL COUNSEL REVIEW EACH STATEMENT ACKNOWLEDGING RECEIPT OF THE POLICY AND THE DISCLOSURES TO FAMILIARIZE THEMSELVES WITH THE POTENTIAL CONFLICTS. Form 990, Part VI, Line 11b Form 990, Part VI, Line 11b: Form 990 Review Process EACH YEAR, THE BOARD OF DIRECTORS DETERMINES WHETHER THE FORM 990 WILL BE REVIEWED BY ALL DIRECTORS, AN EXISTING COMMITTEE, OR A SPECIAL COMMITTEE APPOINTED FOR THE PURPOSE OF REVIEWING THE FORM 990 PRIOR TO FILING. THE COMPLETED FORM 990 IS PROVIDED TO THE DIRECTORS OR THE COMMITTEE RESPONSIBLE FOR THE REVIEW, EITHER INDIVIDUALLY OR IN A JOINT SESSION. INDIVIDUALS RESPONSIBLE FOR THE FILING ARE AVAILABLE TO RESPOND TO QUESTIONS OR PROVIDE BACKGROUND AS NEEDED. ONCE THE DIRECTORS RESPONSIBLE FOR REVIEWING THE FORM 990 ARE SATISFIED THAT THE FORM 990 IS COMPLETE, THE RETURN IS FILED. SUBSEQUENTLY, THE RETURN IS MADE AVAILABLE TO ALL DIRECTORS NOT A PART OF THE PREVIOUS REVIEW. Form 990, Part VI, Line 3 Form 990, Part VI, Line 3: Description of Delegated Duties to Management Company MEMORIAL HEALTH SYSTEM OF EAST TEXAS PROVIDES MANAGEMENT AND FINANCIAL SERVICES TO THE CORPORATION, INCLUDING BILLING AND COLLECTION OF CHARGES FOR PATIENT SERVICES, DATA PROCESSING, KEEPING OF FINANCIAL RECORDS, PAYMENT OF SALARIES AND MONTHLY BILLS.IN AUGUST 2011, THE SYSTEM ENGAGED COMMUNITY HOSPITAL CONSULTING, INC. FOR CERTAIN MANAGEMENT SERVICES INCLUDING RESPONSIBILITY FOR OVERSIGHT AND MANAGEMENT OF DAY-TO-DAY OPERATIONS OF THE SYSTEM AND ITS HOSPITALS, AND TO MEMORIAL SPECIALTY HOSPITAL TO WHICH IT PROVIDES ADMINISTRATIVE OVERSIGHT AND SERVICES BY CONTRACT. THE CONTRACT AUTHORIZES PLACEMENT OF COMMUNITY HOSPITAL CONSULTING EMPLOYEES OR CONTRACTORS AS SUCH OF THE SENIOR AND OTHER MANAGEMENT PERSONNEL AS COMMUNITY HOSPITAL CONSULTING, INC. DEEMS APPROPRIATE SUBJECT TO THE OVERSIGHT OF THE SYSTEM BOARD OF DIRECTORS.