Kendal Northern Ohio

“Effective january 1, 2016, kendal northern ohio on behalf of kendal community outreach of northern ohio, llc (doing business as senior independence) entered into a special membership agreement with ohio presbyterian retirement services an ohio nonprofit corporation, "oprs/si." in addition, kendal northern ohio and oprs agreed to terminate the ipartner agreement dated september 17, 2009 between kendal northern ohio and senior independence, a subsidiary of oprs. The purpose of the special membership agreement is to consolidate its existing home health care and private duty operations with oprs/si ("post-acute care operations") so that kendal northern ohio can work together with oprs/si to expand medicare and medicaid certified home health care services, home health care services paid for by commercial payers, and private duty/home care services provided to (i) the residents of kendal at oberlin, (ii) the general community residing in the ohio counties of huron and lorain and portions of western cuyahoga county in specific zip codes identified in the special membership agreement. Oprs as the controlling member of si has granted kendal northern ohio a special membership interest in si. In consideration for the special membership interest, kendal northern ohio shall contribute to oprs/si office space, furnishings and funding on an annual basis for capital needs. Oprs/si will provide certain management services for a specified fee arrangement as identified in the special membership agreement. In addition, oprs/si and kendal northern ohio agree to share equally in the net operating gain or loss associated with the post-acute care operations in the specified service area. Oprs/si shall make an annual payment to kendal northern ohio equal to 50% of the net operating income associated with the post-acute care operations and kendal northern ohio shall make an annual payment to oprs/si equal to 50% of the net operating loss associated with the post-acute care operations.”

“The bylaws of kendal northern ohio were changed during 2016 to reflect the following: - kendal northern ohio is no longer the sole member of the kendal corporation. - kendal at oberlin is the sole member of the kendal corporation. - kendal at home no longer is affiliated with kendal northern ohio but is a sole member of the kendal corporation.”

“The directors shall seek and must obtain the approval of the kendal corporation with respect to the following: changes in corporate purposes, incurring of indebtedness, the corporations use of the kendal name, substance of resident contracts, the purchase, sale, lease, or disposition, a dissolution, merger, or acquisition of another entity, the selection of new members of the board of directors, and any amendments to the articles of incorporation of bylaws.”

“Kendal northern ohio provides a copy of the form 990 to the officers for review and approval. The form 990 is also provided to the full board of directors prior to filing for their awareness and acceptance.”

“Kendal northern ohio's governance committee of the board reviews all of the completed conflict of interest statements. This information is summarized and shared with the full board of directors for their awareness of any potential conflicts. If a person has a conflict, it is disclosed and they will not be able to participate in the decision making process in an area that relates to the conflict of interest.”

“Ceo is not compensated by kendal northern ohio but rather affiliate kendal at oberlin where the full process is delegated to the kendal at oberlin board of directors of which there are overlapping members between kendal at oberlin and kendal northern ohio.”

“The financial statements for kendal community outreach of northern ohio, llc are distributed to the kendal northern ohio board, the kendal at oberlin audit committee. The conflict of interest policy and governing documents are reviewed annually and any conflicts are disclosed to the board members. When there are changes to the governing documents these are also disclosed to the board members. In addition, kendal uses an egovernance portal and most of the documents of a permanent nature are posted on that site and available for the board members to review. All of the preceding are also always made available upon request.”

“Effective january 1, 2016, kendal northern ohio on behalf of kendal community outreach of northern ohio, llc (doing business as senior independence) entered into a special membership agreement with ohio presbyterian retirement services an ohio nonprofit corporation, "oprs/si". In addition, kendal northern ohio and oprs agreed to terminate the ipartner agreement dated september 17, 2009 between kendal northern ohio and senior independence, a subsidiary of oprs. The purpose of the special membership agreement is to consolidate its existing home health care and private duty operations with oprs/si ("post-acute care operations") so that kendal northern ohio can work together with oprs/si to expand medicare and medicaid certified home health care services, home health care services paid for by commercial payers, and private duty/home care services provided to (i) the residents of kendal at oberlin, (ii) the general community residing in the ohio counties of huron and lorain and portions of western cuyahoga county in specific zip codes identified in the special membership agreement.”