Community Physicians Associates Inc.

“Business and family relationships as noted in various narrative disclosures which support this form 990 and related schedules, caregroup, inc. (caregroup) is a massachusetts non-profit corporation exempt from income tax under section 501(c)(3) of the internal revenue code of 1986, as amended. Caregroup's purpose is to oversee the financial well-being of the affiliated entities which make up the caregroup system. Caregroup serves as the sole member and a support organization of beth israel deaconess medical center (bidmc or medical center). Bidmc is the sole member of beth israel deaconess hospital - needham, inc. (bidn), medical care of boston management corporation, d/b/a affiliated physicians group (apg), beth israel deaconess hospital - milton, inc. (bid-milton), beth israel deaconess hospital - plymouth, inc. (bid-milton) and jordan health systems, inc. (jhsi). In addition, harvard medical faculty physicians at beth israel deaconess medical center, inc. (hmfp) is the dedicated physician practice of the medical center and an entity integrally related to helping the medical center accomplish its charitable purposes. Caregroup also serves as the sole member and a support organization of new england baptist hospital (nebh) and mount auburn hospital (mah), which in turn serve as the sole member of new england baptist medical associates (nebma) and mount auburn professional services (maps), respectively. Each of the entities listed in this paragraph may, in turn, serve as member of additional entities within the caregroup network of affiliates. Two or more of the persons listed in this form 990 part vii have a business relationship with each other by virtue of sitting on one or boards of directors/trustees or by serving in an employment relationship with one or more entities within the caregroup network of affiliated organizations. Additional detail is provided in the explanatory notes to this form 990 schedule j.”

“Statement re members or stockholders milton hospital foundation (the member) is the sole corporate member of community physicians associates, inc. (cpa). Any action required or permitted to be taken by the member may also be taken by beth israel deaconess medical center, inc. As the sole corporate member of the member. The board of directors of cpa shall consist of those individuals serving from time to time as the board of directors of bid-milton.”

“Statement re election of members of governing body additionally, pursuant to the community physicians associates, inc.by-laws, bid-milton has the following rights: 1. The member shall have the following reserved powers (the "member reserved powers"), which it may exercise on its own initiative upon a two-thirds (2/3) vote of directors eligible to vote on its board of directors, with or without the approval of the board of directors of the corporation, or upon a majority vote of its directors eligible to vote in the event the board of directors of the corporation has recommended any of the listed actions: a) establish or modify the compensation of, and/or remove the president and chief executive officer of the corporation ("president/ceo") upon prior consultation with the board of directors of the corporation; b) amend the by-laws or articles of organization of the corporation; c) cause the corporation to enter into (i) managed care contracts, other payer agreements, exclusive contracts, agreements-not-to-compete, or similar arrangements, (ii) contracts for management services with potentially significant multi-year budgetary impact, or (iii) other multi-year service contracts with potentially significant multi-year budgetary impact; d) merge or otherwise consolidate the corporation with another entity; e) dispose of all or substantially all of the property and assets of the corporation, or dispose of any subsidiary or affiliated corporations of the corporation; f) create or acquire a subsidiary or affiliated corporation of the corporation; g) discontinue or institute a clinical department or departments or programs, when the continued operation of or failure to institute such department(s) or program(s) could reasonably be anticipated to materially and adversely affect the financial status of the corporation or its ability to continue to conduct its business; h) to the extent legally permissible, take such actions to cause assets of the corporation to be transferred, other than in the ordinary course of conduct of corporation business, to the corporation to advance the charitable purposes of the member or the corporation; and i) dissolve the corporation to the extent permitted by law.”

“Statement re decision of governing body subject to approval 2. In addition, the following actions of the hospital's board of directors require the prior approval of the member: a) any action listed as a member reserved power ; b) approval of the strategic, financial and operational plans for the corporation; c) approval of the annual operating and capital budgets for the corporation; d) capital expenditures beyond the approved capital budget, provided, however, that the member will approve through a standing resolution capital expenditures not included in an approved capital budget so long as in any fiscal year such capital expenditures are not in the aggregate in excess of five percent (5%) of the most recent approved annual capital budget; e) the borrowing of, or incurrence of debt in, any amount other than (i) for purposes of securing working capital from a lender which shall have been approved by the member and pursuant to then existing loan documentation containing the terms and provisions relating to such borrowing which shall have been approved by the member, and (ii) debt incurred in the ordinary course of business which is anticipated in and consistent with the annual operating budget or a capital budget which shall have been approved by the member for the year in which incurred for the corporation; f) the appointment of the independent auditor and approval of the independent financial audits; g) entry into managed care contracts, exclusive contracts and other multi-year material contracts; h) entry into any partnership/affiliation arrangements or joint venture proposals; i) the creation, acquisition or disposal of any subsidiary or affiliated corporation; j) the addition or elimination of any clinical departments or programs; and k) amendments to the by-laws or articles of organization of the corporation.”

“Form 990 review process prior to filing the form 990, related schedules and required disclosures (return), the return is reviewed by bid-milton's chief financial officer, the tax director of caregroup, and the return is reviewed and signed by deloitte tax, llp. As noted in this return, caregroup is the sole member of beth israel deaconess medical center which is, in turn, the sole member of bid-milton and the milton hospital foundation. The complete form 990, including all schedules and attachments, is provided to each member of the cpa board of directors prior to submission to the internal revenue service.”

“Explanation of monitoring and enforcement of conflicts as previously noted in the filing, milton hospital foundation is the sole member of community physicians associates, inc. (cpa), and an organization exempt from income tax under section 501(c)(3) of the internal revenue code of 1986, as amended. Cpa has not formally adopted its written conflict of interest policy; however, it follows the conflict of interest policy approved by the board of beth israel deaconess hospital - milton (bid-milton or hospital) and that process is described below. Beth israel deaconess hospital - milton (bid-milton or hospital) has a written, comprehensive conflict of interest policy. Pursuant to that policy, all officers, directors and key employees of bid-milton are asked to complete an annual conflict of interest form which is designed to require disclosure of any business relationships maintained by officers, directors or key employees and their family members and which may result in a conflict of interest. Beth israel deaconess medical center (bidmc) is a tertiary care academic medical center exempt from income tax under section 501(c)(3) of the internal revenue code of 1986, as amended, and is the sole member of bid-milton. The bidmc office of compliance and business conduct administers a conflict of interest questionnaire process annually in conjunction with the bid-milton office of compliance and provides a summary of positive responses to bid-milton's compliance officer for review and determination of any potential or actual conflict. Any activity that requires action under the conflict of interest policy is subject to ongoing review by bid-milton. Pursuant to the conflict of interest policy, certain activities which could create conflicts of interest are prohibited while other types of relationships are permitted, subject to compliance with a plan to require disclosure and recusal, including appropriate documentation in the minutes. In addition to the conflict of interest process outlined above, the caregroup tax department issues an annual tax questionnaire to all current and former members of the bid-milton board of directors as well as current and former bid-milton officers and key employees. The tax questionnaire is designed to gather the information necessary for the hospital to completely and accurately process and complete form 990 schedule l, transactions with interested persons and form 990 part vi question 2, family and business relationships between officers, directors/trustees and key employees.”

“Description of process to determine compensation of the organizations ceo and other officers and key employees community physicians associates, inc. (cpa) has a compensation committee that is composed of the executive committee of the board of directors. All members are independent. The cpa compensation committee establishes the policies and the compensation structure of the chief executive officer (ceo) and chief financial officer (cfo) and is responsible for assuring that the total compensation provided to these individuals is fair and reasonable using current and credible market practice information and that it complies with applicable legal and regulatory guidelines. If, however, either of these individuals serves in the capacity as cpa ceo or cfo while simultaneously serving in that same position at beth israel deaconess hospital - milton (bid-milton or hospital), the bid-milton compensation committee is then responsible for setting that individual's compensation as reported in the hospital's tax filing. As noted elsewhere in this filing, bid-milton is an affiliate hospital exempt from income tax under section 501(c)(3) of the internal revenue code of 1986, as amended. The compensation committee meets to review the compensation structure of the individuals described above and simultaneously reviews compensation survey data prepared by an independent compensation consulting firm that regularly assesses executive compensation and benefits of similar organizations. To ensure independence, no cpa staff are present for these discussions. The president of cpa is responsible for setting the compensation of the executive director and relies upon written compensation survey/studies produced by an independent compensation consulting firm that regularly assesses executive compensation and benefits of similar organizations to determine reasonable fair market value terms.”

“Other organization documents publicly available the governing documents and financial statements are available to the general public upon request at the following location: community physicians associates, inc. 199 reedsdale road milton, ma 02186”

“Description of organization's mission community physicians associates, inc. (cpa) provides primary care and specialist healthcare services in the community and is an affiliate of beth israel deaconess hospital - milton (bid-milton) in milton, massachusetts. Cpa is dedicated to providing high-quality, cutting-edge care to patients in the communities where they live and work, regardless of their race, color, religion, sex, sexual orientation, national origin, ancestry, age, or disability. Beth israel deaconess hospital - milton (bid-milton or hospital) and affiliates are committed to improving the health of our community by providing high quality, personalized health care with compassion, dignity and respect for patient rights in a cost effective and safe environment. The hospital strives to continuously improve its performance to better serve the community. Milton hospital foundation is the sole member of community physicians associates, inc. (cpa).”

“Primary care services during fiscal year 2014, community physician associates (cpa) employed one primary care physician, a family practitioner, located in randolph, ma. Primary care physicians (pcps) are community based medical doctors who generally provide the first contact for a patient with a non-emergent undiagnosed health concern, as well as continuing care for a variety of medical conditions, keeping care in the community when it is appropriate. When advanced care is needed, cpa provides convenient access to high-quality community care at its affiliate, bid-milton, and leading-edge treatment from beth israel deaconess medical center, a world renowned tertiary care academic medical center and the sole member of bid-milton. During fy 2014 cpa provided 3,036 family practice patient office visits.”

“Orthopaedic care during the period covered by this filing, cpa helped meet community needs for orthopaedic care by employing two orthopaedic surgeons with an office location in milton, ma. Orthopaedic care includes surgical, pre and post-surgical care and non-surgical interventions in areas including joint pain/joint replacement, sports medicine, fracture care, knee, shoulder and elbow surgery, arthroscopic surgery and treatment for other forms of bone and joint conditions. Medical staff provided 8,357 patient visits and performed 435 orthopaedic surgical procedures. In addition, in conjunction with bid-milton, the orthopaedic medical staff provided free community outreach/community benefits services during the period covered by this filing. A sports medicine specialist offered a free sports injury assessment clinic to student athletes. The mission of the sports injury clinic was to provide a cost-efficient means for student-athletes to receive care for sports-related injuries before more serious issues develop, or simply to provide assurance about the severity of a particular injury. Injury assessments and interventions were provided free and without need for a referral from a physician, and served as a starting point for pursuing proper treatment and rehabilitation paths when necessary. In addition, community health lectures on topics such as joint pain and sports injuries were offered at no charge to the community in conjunction with bid-milton's community education series.”

“Other specialty care services additional subspecialties offered by cpa addressed gaps in much-needed medical care within milton and surrounding communities. Subspecialties included pulmonary care, provided by two cpa pulmonologists. Pulmonary care also included sleep medicine, offered in conjunction with sleep health centers at beth israel deaconess hospital-milton, to assess for sleep disorders such as sleep apnea, insomnia, restless leg syndrome and other sleep disorders. Medical staff provided 1,160 outpatient visits for various types of lung conditions, including chronic obstructive pulmonary disease (copd), one of the most common reasons for hospital re-admissions at bid-milton. Cpa also provides neurology services, with a neurologist who heads the stroke response and treatment committee. During the period covered by this filing, there were 411 stroke codes called, 288 neurology consults provided and 173 emg/eeg performed.”

“Statement re audited financial statements the boston, ma office of kpmg issued an unqualified opinion on the consolidated audited financial statements of beth israel deaconess hospital - milton and its affiliates for fiscal year ended september 30, 2014. These statements were prepared in accordance with generally accepted accounting principles (gaap) and included the accounts of beth israel deaconess hospital - milton, community physician associates and the milton hospital foundation.”

“Contributions of intellectual property community physicians associates, inc. Did not receive any contributions of intellectual property and as such, was not required to file form 8899.”

“Contributions of cars, boats, airplanes and other vehicles community physicians associates, inc. Did not receive any contributions of cars, boats, airplanes or other vehicles and as such, was not required to file form 1098-c.”

“Purchased medical services: program service expenses 481,712. Management and general expenses 9,284. Fundraising expenses 0. Total expenses 490,996.”

“Change in equity in partnerships -787.”

“Financial statements and committee oversight as previously reported in this filing, the boston, ma office of kpmg issued an unqualified opinion on the consolidated audited financial statements of beth israel deaconess hospital - milton and its affiliates for fiscal year ended september 30, 2014. These statements were prepared in accordance with generally accepted accounting principles (gaap) and included the accounts of beth israel deaconess hospital - milton, community physician associates and the milton hospital foundation. In addition, as previously noted, beth israel deaconess medical center, a tertiary care academic medical center, flagship teaching hospital of harvard medical school, an entity exempt from income taxes under 501(c)(3) of the internal revenue code of 1986, as amended, is the sole member of bid-milton and the financial records of bid-milton are also part of the bidmc consolidated audited financial statement process,. For the period covered by this filing the boston, ma office of kpmg issued an unqualified opinion on both sets of financial statements. The bid-milton process is monitored and reviewed internally by the bid-milton compliance and audit committee and the medical center compliance, audit and risk committee.”