(1) When a currently licensed air ambulance
provider anticipates a change of ownership, the current licensed air ambulance
provider shall notify the Department within thirty (30) calendar days before a
change of ownership. A licensed air ambulance provider who is seeking a new
license, shall submit an application for change of ownership along with the
requisite fees and documentation within thirty (30) calendar days.
(2) The conversion of a licensed air
ambulance provider's legal structure, or the legal structure of an entity that
has a direct or indirect ownership interest in the licensed air ambulance
provider is not a change of ownership unless the conversion also includes a
transfer of at least 50 percent of the licensed air ambulance provider's direct
or indirect ownership interest to one or more new owners. Specific instances of
what does or does not constitute a change of ownership are set forth below in
section (4).
(3) The Department
shall consider the following criteria in determining whether there is a change
of ownership of a licensed air ambulance provider that requires a new license:
(a) Sole proprietors:
(i) The transfer of at least 50 percent of
the ownership interest in a licensed air ambulance provider from a sole
proprietor to another individual, whether or not the transaction affects the
title to real property, shall be considered a change of ownership.
(ii) Change of ownership does not include
forming a corporation from the sole proprietorship with the proprietor as the
sole shareholder.
(b)
Partnerships:
(i) Dissolution of the
partnership and conversion into any other legal structure shall be considered a
change of ownership if the conversion also includes a transfer of at least 50
percent of the direct or indirect ownership to one or more new
owners.
(ii) Change of ownership
does not include dissolution of the partnership to form a corporation with the
same persons retaining the same shares of ownership in the new
corporation.
(c)
Corporations:
(i) Consolidation of two or
more corporations resulting in the creation of a new corporate entity shall be
considered a change of ownership if the consolidation includes a transfer of at
least 50 percent of the direct or indirect ownership to one or more new
owners.
(ii) Formation of a
corporation from a partnership, a sole proprietorship or a limited liability
company shall be considered a change of ownership if the change includes a
transfer of at least 50 percent of the direct or indirect ownership to one or
more new owners.
(iii) The
transfer, purchase, or sale of shares in the corporation such that at least 50
percent of the direct or indirect ownership of the corporation is shifted to
one or more new owners shall be considered a change of ownership.
(d) Limited liability companies:
(i) The transfer of at least 50 percent of
the direct or indirect ownership interest in the company shall be considered a
change of ownership.
(ii) The
termination or dissolution of the company and the conversion thereof into any
other entity shall be considered a change of ownership if the conversion also
includes a transfer of at least 50 percent of the direct or indirect ownership
to one or more new owners.
(iii)
Change of ownership does not include transfers of ownership interest between
existing members if the transaction does not involve the acquisition of
ownership interest by a new member. For the purposes of this subsection,
"member" means a person or entity with an ownership interest in the limited
liability company.
(4) Management contracts, leases or other
operational arrangements:
(a) If the owner of
an air ambulance service enters into a lease arrangement or management
agreement whereby the owner retains no authority or responsibility for the
operation and management of the licensed air ambulance provider, the action
shall be considered a change of ownership that requires a new
license.
(5) Each
applicant for a change of ownership shall provide the following information:
(a) The legal name of the entity and all
other names used by it to provide health care services. The applicant has a
continuing duty to notify the Department of all name changes at least thirty
(30) calendar day prior to the effective date of the change.
(b) Contact information for the entity
including mailing address, telephone and facsimile numbers, e-mail address and
website address, as applicable.
(c)
The identity of all persons and business entities with a controlling interest
in the licensed air ambulance provider, including administrators, directors,
managers and management contractors.
(i) A
non-profit corporation shall list the governing body and officers.
(ii) A for-profit corporation shall list the
names of the officers and stockholders who directly or indirectly own or
control five percent or more of the shares of the corporation.
(iii) A sole proprietor shall include proof
of lawful presence in the United States in compliance with section
24-76.5-103(4), C.R.S.
(d) The name, address and business telephone
number of every person identified in R426-10-600 as ownership or management and
the individual designated by the applicant as the chief executive officer of
the entity. If the addresses and telephone numbers provided above are the same
as the contact information for the entity itself, the applicant shall also
provide an alternate address and telephone number for at least one individual
for use in the event of an emergency or closure of the licensed air ambulance
provider.
(e) Proof of professional
liability insurance obtained and held in the name of the license applicant.
Such coverage shall be maintained for the duration of the license term and the
Department shall be notified of any change in the amount, type or provider of
professional liability insurance coverage during the license term.
(f) Articles of incorporation, articles of
organization, partnership agreement, or other organizing documents required by
the secretary of state to conduct business in Utah; and by-laws or equivalent
documents that govern the rights, duties and capital contributions of the
business entity.
(g) The address of
the entity's physical location and the name(s) of the owner(s) of each
structure on the campus where licensed services are provided if different from
those identified in elsewhere in this section.
(h) A copy of any management agreement
pertaining to operation of the entity that sets forth the financial and
administrative responsibilities of each party.
(i) If an applicant leases one or more
building(s) to operate as a licensed air ambulance service, a copy of the lease
shall be filed with the license application and show clearly in its context
which party to the agreement is to be held responsible for the physical
condition of the property.
(j) A
statement signed and dated contemporaneously with the application stating
whether, within the previous ten (10) years, any of the new owners have been
the subject of, or a party to, one of more of the following events, regardless
of whether action has been stayed in a judicial appeal or otherwise settled
between the parties.
(i) Been convicted of a
felony or misdemeanor involving crimes as described in
R426-5-3100
under the laws of any state of the United States.
(ii) Had a state license or federal
certification denied, revoked, or suspended by another jurisdiction.
(iii) Had a civil judgment or a criminal
conviction in a case brought by federal, state or local authorities that
resulted from the operation, management, or ownership of a health facility or
other entity related to substandard patient care or health care
fraud.
(iv) Certifies whether it is
presently or has ever been debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in a Contract
by any governmental department or agency, whether international, national,
state, or local, and certifies it is in compliance with Utah Code Ann. Section
63G-6a-904
et seq. and OMB guidelines at 2 C.F.R. 180 which implement Executive Order Nos.
12549 and 12689. Notification to the Department within thirty (30) days must
occur if debarred, suspended, proposed for debarment, declared ineligible or
voluntarily excluded from participation in any contract by any governmental
entity during the tenure of the license.
(k) Any statement regarding the information
requested in this section of rule shall include the following, if applicable:
(i) If the event is an action by federal,
state or local authorities; the full name of the authority, its jurisdiction,
the case name, and the docket, proceeding or case number by which the event is
designated, and a copy of the consent decree, order or decision.
(ii) If the event is a felony or misdemeanor
conviction involving moral turpitude, the court, its jurisdiction, the case
name, the case number, a description of the matter or a copy of the indictment
or charges, and any plea or verdict entered by the court.
(iii) If the event involves a civil action or
arbitration proceeding, the court or arbiter, the jurisdiction, the case name,
the case number, a description of the matter or a copy of the complaint, and a
copy of the verdict, the court or arbitration decision.
(6) The existing licensee shall be
responsible for correcting all rule violations and deficiencies in any current
plan of correction before the change of ownership becomes effective. In the
event that such corrections cannot be accomplished in the time frame specified,
the prospective licensee shall be responsible for all uncorrected rule
violations and deficiencies including any current plan of correction submitted
by the previous licensee unless the prospective licensee submits a revised plan
of correction, approved by the Department, before the change of ownership
becomes effective.
(7) If the
Department issues a license to the new owner, the previous owner shall return
its license to the Department within five (5) calendar days of the new owner's
receipt of its license.
