2017-05-05T21:16:15-05:00 2016-06-30 PricewaterhouseCoopers LLP 101 SEAPORT BLVD SUITE 500 BOSTON MA 02210 990 2015-07-01 043476565 CHA MANAGEMENT SERVICES INC % AVERIL KANE ASSOCIATE CFO CHAM 7813380311 COMMERCE PLACE 350 MAIN STREET MALDEN MA 02148 JILL BATTY SVP FINANCE/CFO 7813380311 2017-05-04 true ERIN COUTURE P01390592 6175305000 2015 2021-01-29 14:40:06Z PATRICK R WARDELL 1493 CAMBRIDGE STREET CAMBRIDGE MA 02139 20695262 false X N/A X 1999 MA SEE SCHEDULE O 3 0 0 0 0 0 0 0 277621 0 20617525 20695262 0 0 20895146 20695262 0 0 0 0 0 0 0 0 0 0 0 0 0 20895146 20695262 191819981 212515243 0 0 191819981 212515243 X SEE SCHEDULE O false false 0 SEE SCHEDULE O 0 true false false false false false false false false false false false false false false false 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 false true true false false false true 0 0 0 false false false false false false false false false false X 3 0 true false false false true true true true true false false true true true true true false false false false MA X AVERIL KANE ASSOCIATE CFO 7813380311 COMMERCE PLACE 350 MAIN STREET MALDEN MA 02148 PATRICK R WARDELL PRESIDENT/CEO 2.0 48.0 X X 0 644871 42929 ANDREW FUQUA SVP/GEN COUNSEL 2.0 48.0 X 0 293708 13916 JILL BATTY TREASURER 2.0 48.0 X X 0 425147 30523 CONNIE YOUNG CLERK 2.0 48.0 X 0 152559 27102 0 1516285 114470 0 false true false NONE 0 0 0 695262 695262 0 0 0 0 0 20000000 20000000 20000000 20000000 0 0 0 0 20695262 20695262 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 191819981 212515243 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 191819981 212515243 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 191819981 212515243 0 0 0 0 191819981 212515243 191819981 212515243 20695262 X false true X true false X X 1 CAMBRIDGE PUBLIC HEALTH COMMISSION 043320571 6 true 0 0 1 0 0 true true false false false false false false false false false false false false false true false INFORMATION ABOUT THE SUPPORT ORGANIZATION: SCHEDULE A, PART I, LINE 11G: AMOUNT OF SUPPORT CHA MANAGEMENT SERVICES IS A SUPPORTING ORGANIZATION FOR ITS SOLE CORPORATE MEMBER, THE CAMBRIDGE PUBLIC HEALTH COMMISSION (D/B/A CAMBRIDGE HEALTH ALLIANCE), WHICH IS A PUBLIC INSTRUMENTALITY; CREATED BY ACT OF THE MASSACHUSETTS LEGISLATURE. PART IV, SECTION A, LINE 2: The organization's sole supported organization is the Cambridge Public Health Commission (the "Commission"). The Commission does not have an IRS determination of status under section 509(a)(1) or (2) of the Internal Revenue Code (the "Code") because it is a governmental unit. The Commission was created in 1996 by Chapter 147 of the Acts of 1996 of the Commonwealth of Massachusetts (the "Enabling Act") as "a body politic and corporate." In the Enabling Act, the Massachusetts legislature declared, "[t]he commission is hereby constituted a public instrumentality and the exercise by the commission of the powers conferred by this act shall be deemed and held to be the performance of an essential public function." The Enabling Act further stated that the Commission would be governed and controlled by a board, all of whom would be appointed by the City Manager of Cambridge, and that the Commission would compile and submit an "annual assessment" of existing programs, funding, and proposals for improvements to the City Manager and the City Clerk. Consequently, the Commission is an organization described in section 170(b)(1)(A)(v) and, by extension, section 509(a)(1) of the Code. The Commission operates, supervises, and controls the organization in the same manner that it operates, supervises, and controls, the organization's sister subsidiary, Somerville Hospital. By letter to Somerville Hospital dated July 25, 2013, the Internal Revenue Service stated, "we determined that you are a Type I supporting organization under 509(a)(3). A Type I supporting organization is operated, supervised, or controlled by one or more publicly supported charities." There have been no changes to the Commission's operation, supervision, or control of the organization since July 25, 2013. false true false false false false false false false PATRICK R WARDELL PRESIDENT/CEO 603139 29250 12482 10600 32329 687800 CONNIE YOUNG CLERK 152559 27102 179661 ANDREW FUQUA SVP/GEN COUNSEL 291520 2188 5300 8616 307624 JILL BATTY TREASURER 416865 8282 30523 455670 Part I, Line 3: CHA Management Services, Inc. relies on its SOLE CORPORATE MEMBER, CAMBRIDGE PUBLIC HEALTH COMMISSION D/B/A Cambridge Health Alliance (CHA), to determine compensation for CHA Management Services, Inc.'s President. THE INDIVIDUAL SERVING AS PRESIDENT OF CHA MANAGEMENT SERVICES, INC. HAS BEEN THE CHA CEO OR OTHER SENIOR EXECUTIVE. CHA used a compensation committee, independent compensation consultant, compensation survey or study, and approval by the CHA board AND BOARD compensation committee. Part I, Line 4b: EFFECTIVE MARCH 19, 2012, PATRICK WARDELL ENTERED INTO AN EMPLOYMENT AGREEMENT WITH THE CAMBRIDGE PUBLIC HEALTH COMMISSION (CPHC). UNDER THIS AGREEMENT, MR. WARDELL WILL BE PROVIDED A LONG-TERM CASH INCENTIVE BONUS BASED ON THE ACHIEVEMENT OF SPECIFIED ORGANIZATIONAL OBJECTIVES OVER THE PERFORMANCE PERIOD COMMENCING ON MARCH 19, 2012 AND ENDING ON JUNE 30, 2015. IN 2015, MR. WARDELL RECEIVED PAYMENT UNDER THIS PLAN WHICH IS INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(II). SCHEDULE J, PART II: THE FOLLOWING INDIVIDUALS WERE BOARD MEMBERS AND OFFICERS WHO WERE COMPENSATED FOR THEIR POSITIONS AT THE ORGANIZATION'S SOLE CORPORATE MEMBER, CAMBRIDGE PUBLIC HEALTH COMMISSION D/B/A CAMBRIDGE HEALTH ALLIANCE, AND ITS RELATED ORGANIZATIONS. PATRICK R. WARDELL JILL BATTY ANDREW FUQUA CONNIE YOUNG FORM 990, PART I, LINE 1 AND PART III, LINE 1: Mission CHA Management Services, Inc. is a wholly-owned subsidiary of the Cambridge Public Health Commission (CPHC), a public health system created by and existing pursuant to special act of the Massachusetts legislature. The organization receives and holds certain financial assets for its parent CPHC in furtherance of CPHC's mission. CPHC is the legal entity that is licensed to operate healthcare facilities and provide health related services to the communities it serves. FORM 990, PART VI, LINE 2: CERTAIN OFFICERS AND DIRECTORS ARE ALSO EMPLOYEES OF CAMBRIDGE PUBLIC HEALTH COMMISSION OR ITS OTHER WHOLLY-OWNED SUBSIDIARIES. FORM 990, PART VI, LINE 6: Organizational members Cambridge Public Health Commission d/b/a Cambridge Health Alliance is the sole corporate member of CHA Management Services Inc. FORM 990, PART VI, LINE 7A: Election of the Board of Directors CAMBRIDGE PUBLIC HEALTH COMMISSION D/B/A Cambridge Health Alliance has the right to appoint, AND DOES APPOINT, members of the Board of Directors. FORM 990, PART VI, LINE 7B: Decision approval Certain actions of the Board of Directors must be approved by CAMBRIDGE PUBLIC HEALTH COMMISSION D/B/A Cambridge Health Alliance (CHA), the organization's sole corporate member, as set forth in the bylaws, including adoption of the budget, any merger, consolidation, joint venture, or affiliation with the organization, any capital transaction, and incurrence of debt. CHA has authority to approve or deny any SUCH decision made by the organization's Board of Directors. Items can be recommended to the board of CHA or its committees for review and approval. FORM 990, PART VI, LINE 11A: Form 990 review process CHA Management Services' Form 990 is prepared with the assistance of its outside tax accountants and paid preparer (PricewaterhouseCoopers). The organization's internal management and CHA employees reviewed the Form 990 and provided comments and changes. Once the return has been updated the FoRM 990 is presented for further review to each voting member of the governing body and the CHA Finance Committee. PricewaterhouseCoopers then finalizes the ForM 990 based on the review and feedback of the CHA Finance Committee. Copies of the completed Form 990 were distributed in electronic or paper form to members of the governing body prior to filing with the IRS. FORM 990, PART VI, LINE 12C: Conflict of Interest Policy The organization regularly and consistently monitors and enforces compliance with the Conflict of Interest Policy with its officers and directors by annually surveying each such person and sharing the results with each group. Officers and directors are also given a copy of the Conflict of Interest Policy along with the annual survey and are reminded of their obligation to promptly report any new potential conflicts that arise. The compliance officer reviews the responses. If a conflict of interest is determined, the applicable individual is precluded from participating in deliberation on or decision-making regarding the topic giving rise to the conflict. Each conflict policy contains disciplinary provisions to address violations of the policy. FORM 990, PART VI, LINE 14: Document Retention and Destruction Policy The organization has an active Document Retention and Destruction Policy approved by Management. This policy has not been approved by the Board or a committee of the Board as of June 30, 2016. FORM 990, PART VI, LINE 15A: PROCESS FOR DETERMINING COMPENSATION THE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES OF THE ORGANIZATION'S SOLE MEMBER, CAMBRIDGE PUBLIC HEALTH COMMISSION D/B/A CAMBRIDGE HEALTH ALLIANCE (CHA), IS THE AUTHORIZED BODY FOR REVIEWING THE COMPENSATION OF THE CHA CEO AND OTHER CHA SENIOR EXECUTIVES. THE CHA CEO OR OTHER CHA SENIOR EXECUTIVE SERVES OR HAS SERVED AS THE PRESIDENT OF THE ORGANIZATION. THE COMMITTEE RELIED UPON COMPARABILITY DATA OBTAINED BY AN INDEPENDENT CONSULTANT WHEN APPROVING THE CEO'S 2015 COMPENSATION AND DISCUSSED THEIR FINDINGS WITH THE CHA BOARD OF TRUSTEES AND DOCUMENTED THEIR DECISIONS IN THE BOARD MINUTES. FORM 990, PART VI, LINE 15B: CHA'S COMPENSATION COMMITTEE IS THE "AUTHORIZED BODY" FOR REVIEWING COMPENSATION OF ALL OFFICERS AND KEY EMPLOYEES OF CHA AND ITS SUBSIDIARIES, INCLUDING THE ORGANIZATION. THE COMPENSATION COMMITTEE ALSO REVIEWS ALL DEPARTMENT CHIEF COMPENSATION. THE COMPENSATION COMMITTEE CONSISTS OF INDEPENDENT MEMBERS AND REVIEWS AND RECOMMENDS COMPENSATION BASED ON MARKET DATA AND BENCHMARKS PROVIDED BY INDEPENDENT CONSULTANTS. FORM 990, PART VI, LINE 19: The governing documents, conflict of interest policy and financial statements are made available to the public either by mail or in person at the organization's office, depending on the form of request. FORM 990, PART VIII, LINE 7 On November 1, 2011, Network Health, Inc. ("NHI") sold all assets and liabilities with the exception of NHI's 403b Retirement Savings Plan to Network Health, LLC, a subsidiary of Tufts Health Plan, for $130 million. In connection with the purchase and sale agreement, an "Earn-out Purchase Price" clause provides for additional consideration to be paid from the buyer to the seller based on future earnings of NHI LLC and will be in effect for three years. The ALliance received $20 million for the earn out in 2016. Prior to the date of sale, Network Health, Inc. (now named CHA Managememt Services, Inc.) operated Medicaid managed care plan and Commonwealth Care health insurance program pursuant to contracts with the Massachusetts Executive Office of Health and Human Services. CAMBRIDGE PUBLIC HEALTH COMMISSION COMMERCE PLACE 350 MAIN ST MALDEN MA 02148 043320571 HEALTHCARE MA 115 N/A NA false CAMBRIDGE HEALTH ALLIANCE PHYS ORG INC COMMERCE PLACE 350 MAIN ST MALDEN MA 02148 043167608 PHYSICIAN SVC MA 501(C)(3) 7 CPHC true WHIDDEN MEMORIAL HOSPITAL INC COMMERCE PLACE 350 MAIN ST MALDEN MA 02148 043561265 SEE PART VII MA 501(C)(3) 11A CPHC true INSTITUTE FOR COMMUNITY HEALTH INC COMMERCE PLACE 350 MAIN ST MALDEN MA 02148 043543853 HLTH RESEARCH MA 501(C)(3) 7 CPHC true CAMBRIDGE HEALTH ALLIANCE FOUNDATIONINC COMMERCE PLACE 350 MAIN ST MALDEN MA 02148 010676306 FOUNDATION MA 501(C)(3) 11A CPHC true SOMERVILLE HOSPITAL COMMERCE PLACE 350 MAIN ST MALDEN MA 02148 042103852 SEE PART VII MA 501(C)(3) 11A CPHC true false false false false false false false false false false false false false false false false false false false PART II, LINE 3, COLUMN (B): WHIDDEN MEMORIAL HOSPITAL, INC. PRIMARY ACTIVITY: REAL ESTATE HOLDING AND EMPLOYMENT SERVICES SUPPORTING ORGANIZATION FOR CAMBRIDGE PUBLIC HEALTH COMMISSION. PART II, LINE 6, COLUMN (B): SOMERVILLE HOSPITAL PRIMARY ACTIVITY: REAL ESTATE HOLDING AND EMPLOYMENT SERVICES SUPPORTING ORGANIZATION FOR CAMBRIDGE PUBLIC HEALTH COMMISSION.