R426-10-600. Licensed Air Ambulance Provider Change of Ownership and Management

  (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.