2nd Set of Merger Documents

New York State Department of Health Schedule 1
Certificate of Need Application

Note: University Hospital SUNY Health Science Center (University Hospital, or "UH"), a department of SUNY
Upstate Medical University (Upstate), a medical campus of The State University of New York (SUNY), is
submitting this Construction-Only Certificate of Need (CON) Application to the New York State Department
of Health (NYSDOH) seeking approval to certify Crouse Health Hospital, Inc., d/b/a Crouse Hospital (CHH)
and Crouse Hospital-Commonwealth Division (Commonwealth) as divisions of UH through an Asset
Purchase Agreement (APA). The 465-bed CHH campus will be named Upstate Crouse Hospital, and the 40-
bed Commonwealth campus will be named Upstate Crouse Inpatient Addiction T reatment Services. UH
will operate the new divisions under UH's operating certificate and Medicare and Medicaid provider
numbers. There will be no change in either authorized services or the number or type of beds at CHH or
Commonwealth as a direct result of approval of this project.
Acknowledgement and Attestation

I hereby certify, under penalty of perjury, that I am duly authorized to subscribe and submit this application on
behalf of the applicant: SUNY Upstate Medical University
I further certify that the information contained in this application and its accompanying schedules and attachments
are accurate, true and complete in all material respects. I acknowledge and agree that this application will be
processed in accordance with the provisions of articles 28, 36 and 40 of the public health law and implementing
regulations, as applicable.
SIGNATURE: DATE
PRINT OR TYPE NAME TITLE
Robert J. Corona, DO, MBA, FCAP, FASCP EO
General Information
Title of Attachment'
□
Is the applicant an existing facility? If yes, attach a photocopy of the
Schedule 1
resolution or consent of partners, corporate directors, or LLC managers �ES �NO
Attachment
authorizing the project.
Is the applicant part of an "established PHL Article 28* network" as
defined in section 401.1 U) of 10 NYC RR? If yes, attach a statement that
identifies the network and describes the applicant's affiliation. Attach an
�ES�* NO □ Schedule 1
Attachment
orqanizational chart.
DOH 155-A Schedule 1 1

(06/2020)
Contacts
The Primary and Alternate contacts are the only two contacts who will receive email notifications of
correspondence in NYSE-CON. At least one of these two contacts should be a member of the applicant.
The other may be the applicant’s representative (e.g., consultant, attorney, etc.). What is entered here for the
Primary and Alternate contacts should be the same as what is entered onto the General Tab in NYSE-CON.
NAME AND TITLE OF CONTACT PERSON CONTACT PERSON'S COMPANY
Frank M. Cicero Cicero Consulting Associates
Primary Contact
BUSINESS STREET ADDRESS

925 Westchester Avenue, Suite 201
CITY STATE ZIP
White Plains New York 10604
TELEPHONE E-MAIL ADDRESS
(914) 682-8657 conadmin@ciceroassociates.com
NAME AND TITLE OF CONTACT PERSON CONTACT PERSON'S COMPANY

Ms. Marylin Galimi, Chief Operating Officer SUNY Upstate Medical University
Alternate Contact

750 East Adams Street
CITY STATE ZIP
Syracuse New York 13210
(315) 464-9681 galimim@upstate.edu
The applicant must identify the operator's chief executive officer, or equivalent official.
NAME AND TITLE
CHIEF EXECUTIVE
Robert J. Corona, DO, CPE, MBA, FCAP, FASCP

CITY STATE ZIP
Syracuse New York 13210
(315) 464-4223 coronar@upstate.edu
The applicant's lead attorney should be identified:

NAME FIRM BUSINESS STREET ADDRESS
ATTORNEY
Jeffrey G. Schneider, Esq. Hogan Lovells 390 Madison Avenue

CITY, STATE, ZIP TELEPHONE E-MAIL ADDRESS
New York, New York 10017 (212) 918-3503 jeff.schneider@hoganlovells.com

(06/2020)
If a consultant prepared the application, the consultant should be identified:
CONSUTANT
925 Westchester Avenue, Suite

Frank M. Cicero, Consultant Cicero Consulting Associates
201
White Plains, New York 10604 (914) 682-8657 conadmin@ciceroassociates.com
The applicant's lead accountant should be identified:

ACCOUNTANT
Please contact consultant if

financial information is required.
Please list all Architects and Engineer contacts: N/A – No Construction

ARCHITECT
ENGINEER
and/or

ARCHITECT
ENGINEER
and/or

(06/2020)
Other Facilities Owned or Controlled by the Applicant

Establishment (with or without Construction) Applications only
NYS Affiliated Facilities/Agencies N/A – Construction Application

Does the applicant legal entity or any related entity (parent, member or subsidiary corporation) operate or control
any of the following in New York State?
FACILITY
FACILITY TYPE - NEW YORK STATE
TYPE
Hospital HOSP Yes No
Nursing Home NH Yes No
Diagnostic and Treatment Center DTC Yes No
Midwifery Birth Center MBC Yes No
Licensed Home Care Services Agency LHCSA Yes No
Certified Home Health Agency CHHA Yes No
Hospice HSP Yes No
Adult Home ADH Yes No
Assisted Living Program ALP Yes No
Long Term Home Health Care Program LTHHCP Yes No
Enriched Housing Program EHP Yes No
Health Maintenance Organization HMO Yes No
Other Health Care Entity OTH Yes No
Upload as an attachment to Schedule 1, the list of facilities/agencies referenced above, in the format depicted
below: SCHEDULE 1 ATTACHMENT FOR INFORMATIONAL PURPOSES ONLY
Facility Type Facility Name Operating Certificate Facility ID (PFI)

or License Number
Out-of-State Affiliated Facilities/Agencies

In addition to in-state facilities, please upload, as an attachment to Schedule 1, a list of all health care, adult care,
behavioral, or mental health facilities, programs or agencies located outside New York State that are affiliated with
the applicant legal entity, as well as with parent, member and subsidiary corporations, in the format depicted
below. N/A
Facility Type Name Address State/Country Services Provided
In conjunction with this list, you will need to provide documentation from the regulatory agency in the state(s)
where affiliations are noted, reflecting that the facilities/programs/agencies have operated in substantial
compliance with applicable codes, rules and regulations for the past ten (10) years (or for the period of the
affiliation, whichever is shorter). More information regarding this requirement can be found in Schedule 2D.

(06/2020)
University Hospital SUNY Health Science Center Acquisition CON
Crouse Hospital
SCHEDULE 1 ATTACHMENTS
A. Resolutions
• CON Resolution Statement - SUNY
• Crouse Health System, Inc.
• Crouse Health Hospital, Inc.
B. Organizational Charts and Article 28 Network Statement
C. NYS Affiliated Facilities
D. Operating Certificate
o University Hospital SUNY Health Science Center
o Crouse Hospital
E. Draft Asset Purchase Agreement
F. Draft Lease Agreement
G. Draft Employee Matters Agreement
H. Draft Professional Employer Agreement
I. Medicaid Affidavit
J. Project Narrative
RESOLUTION
SUNY
The Applicant, University Hospital SUNY Health Science Center (UH), is a 438-bed public hospital operated
as a department of SUNY Upstate Medical University (Upstate), a medical campus of The State University
of New York (SUNY).
The SUNY Board of Trustees is expected to approve the transaction once all external approvals are in
place, including contingent approval of this CON Application. As such, the applicant respectfully requests
that should the project receive a favorable recommendation, it be contingent upon submission of a
resolution from the SUNY Board of Trustees authorizing the transaction with Crouse Health System, Inc.
and Crouse Health Hospital, Inc.
RESOLUTIONS OF
THE BOARD OF DIRECTORS
OF
CROUSE HEALTH SYSTEM, INC.
April 4, 2022
WHEREAS, after undertaking a deliberative and comprehensive search process

over a period of several years, the Board of Directors of Crouse Health System, Inc. (the
“System”) has determined that it is in the best interests of the System, Crouse Health
Hospital, Inc. (the “Hospital”) and the other affiliates of the System and the Hospital, as
well as the employees, medical staff, patients, the Syracuse and Central New York
community and the other constituencies of the System and the Hospital, that the System
and the Hospital enter into certain transactions with the State University of New York,
acting through and on behalf of its SUNY Upstate Medical University (“Upstate”); and
WHEREAS, the System is a New York not-for-profit corporation and the sole
member of the Hospital, a New York not-for-profit corporation licensed under Article 28
of the New York Public Health Law and operating an acute care hospital in Syracuse,
New York; and
WHEREAS, Upstate is an educational corporation organized and existing under

the laws of the State of New York, licensed under Article 28 and operating an acute care
hospital in Syracuse, New York; and
WHEREAS, the System has retained an investment banker, legal advisers and a
communications firm with significant experience in health system transactions to assist it
in the process of discerning an appropriate partner and structure for a transaction; and
WHEREAS, pursuant to the proposed transactions discussed herein (the

“Transactions”), all or substantially all of the operations of the Hospital would be
integrated into the operations of Upstate, such that upon consummation of the
Transactions the acute care hospitals currently operated by the Hospital and Upstate,
respectively, would be combined and operated as a single hospital (the “Combined
Hospital”) by Upstate under Upstate’s Article 28 hospital license and Upstate’s Medicare
provider agreement/provider number; and
WHEREAS, the Board of Directors of the Hospital has or will shortly consider
the proposed Transactions; and
WHEREAS, the Transactions will require review and approval by certain

governmental, regulatory, judicial and legislative authorities and accreditation bodies, as
well as third party consents from contractual counterparties, bondholders and other
constituencies; and
{H4715941.4}
WHEREAS, as part of the deliberative process, the board and management of the
System and the Hospital have identified the following goals which they believe will be
achieved through consummation of the Transactions and the Combined Hospital:
• Combining clinical operations to create an expanded, nationally

renowned academic medical center that demonstrates excellence in
each of its tripartite clinical, academic and research missions;
• Permitting the Combined Hospital to expand utilization of the Hospital

as a training site for undergraduate and graduate health professional
trainees;
• Expanding clinical programs through the Hospital’s and Upstate’s

complementary services (such as the Hospital’s cardiologist services
and Upstate’s cardiac surgery services) to provide seamless and
integrated care across the continuum of clinical service lines;
• Creating efficiencies of scale and avoidance of expense duplication;
• Reducing unnecessary capital expenditures and utilizing savings to

expand and improve care and access and/or reduce costs; and
• More generally, creating synergies that will improve patient care,

expand research capabilities, enhance education and control costs, in
each case for the benefit of the Syracuse and the Central New York
communities.
WHEREAS, management and the board believe that the Transactions are
consistent with and will further the mission, charitable purposes and tax-exempt goals of
the System and the Hospital; and
WHEREAS, the System and/or the Hospital and/or other affiliates thereof may
be required to reflect the operational changes and governance of the System and the
Hospital and/or such other affiliates resulting from the Transactions in their articles of
incorporation, bylaws, operating agreements, or other governing documents (the
“Amended Governing Documents”); and
WHEREAS, a non-binding Term Sheet was presented to the board, and

management has negotiated an asset purchase agreement (the “Asset Purchase
Agreement”) and a lease agreement (the “Lease Agreement”) with Upstate, and agreed
upon the terms and conditions of an employee matters agreement (the “Employee
Matters Agreement”) (collectively with the Lease Agreement and the Asset Purchase
Agreement, the “Transaction Documents”) to finalize and implement the terms and
details of the Transactions; and
WHEREAS, management presented to the Executive Committee of the Crouse

Health Hospital, Inc. Board of Directors summaries of the terms of the draft Transaction
{H4715941.4} 2
Documents, the required regulatory approvals, including the Certificate of Need (“CON”)
and Certificate of Public Advantage (“COPA”), the communications plan, including a
draft of the public announcement, and a projected timeline to the closing; and at a
meeting held on March 31, 2022, the Executive Committee unanimously voted to
recommend approval of the Transactions and entering into the Transaction Documents;
and
WHEREAS, management and/or its advisors presented to the board summaries

of the terms of the Transaction Documents; the required regulatory approvals, including
the Certificate of Need (“CON”) and Certificate of Public Advantage (“COPA”), the
communications plan, including a draft of the public announcement, and a projected
timeline to the closing; and
NOW, THEREFORE, BE IT RESOLVED, that the Transactions be and they

hereby are approved, with such immaterial changes thereto, as the Chair of the Board of
the System, the President of the System and the Hospital or the Secretary of the System
and the Hospital (collectively, the “Authorized Officers”), may approve.
FURTHER RESOLVED, that the draft Transaction Documents, summaries of

which have been presented to the board, be and they hereby are approved, with such
immaterial changes thereto as the Authorized Officers may approve.
FURTHER RESOLVED, that once executed, all steps pursuant to the

Transactions Documents in furtherance of the Transactions be and they hereby are
approved, including the preparation, execution and delivery of any ancillary agreements,
certificates, assignments, filings and other deliverables deemed necessary or desirable by
the Authorized Officers.
FURTHER RESOLVED, that any Amended Governing Documents in

furtherance of the Transactions be and they hereby are approved.
FURTHER RESOLVED, that all filings and applications with governmental,

regulatory, judicial, legislative and accrediting bodies in furtherance of the Transactions
be and they hereby are approved, including without limitation the filing of the CON and
COPA, it being understood that the Transactions cannot be consummated until all such
required approvals have been obtained.
FURTHER RESOLVED, that the System hereby approves the following actions
on behalf of the Hospital and other affiliates of the System:
• in its capacity as the sole member of the Hospital, the Transactions and
the Transaction Documents, including the transfer by the Hospital and
its controlled subsidiaries or affiliates of certain of its assets, liabilities,
contracts to Upstate, the lease of the Hospital’s real property to Upstate
and the transfer of its workforce in place to StaffCo of Central New
York, pursuant to the Asset Purchase Agreement, the Lease Agreement
and Employee Matters Agreement, respectively;
{H4715941.4} 3
• in its capacity as the sole member of Crouse Health Network, LLC
(“Crouse Health Network”) any actions taken or to be taken by
Crouse Health Network pursuant to or to assist the System or the
Hospital in effectuating the Transactions pursuant to the foregoing
resolutions; and
• under the Hospital’s contractual arrangements with and pursuant to the

Operating Agreement of Crouse Medical Practice, PLLC (“CMP”), any
and all actions taken or to be taken by the sole member of CMP to
effectuate the Transactions pursuant to the foregoing resolutions.
FURTHER RESOLVED, that the Board hereby authorizes and directs the
Authorized Officers to take any and all actions necessary or desirable to effectuate the
Transactions on behalf of the System consistent with foregoing resolutions, including the
execution, delivery and filing of the Transaction Documents and any Amended
Governing Documents, as applicable, the completion and filing of any and all
applications with governmental agencies and accreditation bodies required for the
approval of the Transactions, obtaining all required approvals or consents from
contractual counterparties, bondholders and other third-party constituencies and taking all
such other actions as they may deem necessary or appropriate in connection with the
foregoing resolutions.
Transactions on behalf of the Hospital, CMP, Crouse Health Network and any other
controlled subsidiaries or affiliates of the System or any of the foregoing entities,
consistent with foregoing resolutions.
FURTHER RESOLVED, that it is the intent of these resolutions that the

Authorized Officers be vested with full authority to effectuate and carry out the purposes
and intent of these resolutions and to consummate the Transactions contemplated hereby
without further Board action; provided that the Chair of the Board shall ask that the
Board take further action to approve any material changes to the Transactions and/or
Transaction Documents.
FURTHER RESOLVED, all prior actions of the Board of Directors, the

Executive Committee and management of the System and the Board of Directors, the
Executive Committee and management of the Hospital related to the Transactions and
Transaction Documents are hereby ratified and approved.
{H4715941.4} 4
RESOLUTIONS OF
THE BOARD OF DIRECTORS
OF
CROUSE HEALTH HOSPITAL, INC.
April 4, 2022
WHEREAS, after undertaking a deliberative and comprehensive search process

over a period of several years, the Board of Directors of Crouse Health Hospital, Inc. (the
“Hospital”) has determined that it is in the best interests of the Hospital and the other
affiliates of Crouse Health System, Inc. (the “System”), as well as the employees,
medical staff, patients, the Syracuse and Central New York community and the other
constituencies of the System and the Hospital, that the System and the Hospital enter into
certain transactions with the State University of New York, acting through and on behalf
of its SUNY Upstate Medical University (“Upstate”); and
WHEREAS, the System is a New York not-for-profit corporation and the sole
member of the Hospital, a New York not-for-profit corporation licensed under Article 28
of the New York Public Health Law and operating an acute care hospital in Syracuse,
New York; and
WHEREAS, Upstate is an educational corporation organized and existing under

the laws of the State of New York, licensed under Article 28 and operating an acute care
hospital in Syracuse, New York; and
WHEREAS, the System has retained an investment banker, legal advisers and a
communications firm with significant experience in health system transactions to assist it
in the process of discerning an appropriate partner and structure for a transaction; and
WHEREAS, pursuant to the proposed transactions discussed herein (the

“Transactions”), all or substantially all of the operations of the Hospital would be
integrated into the operations of Upstate, such that upon consummation of the
Transactions the acute care hospitals currently operated by the Hospital and Upstate,
respectively, would be combined and operated as a single hospital (the “Combined
Hospital”) by Upstate under Upstate’s Article 28 hospital license and Upstate’s Medicare
provider agreement/provider number; and
WHEREAS, the Board of Directors of the System has or will shortly consider the
proposed Transactions; and
WHEREAS, the Transactions will require review and approval by certain

governmental, regulatory, judicial and legislative authorities and accreditation bodies, as
well as third party consents from contractual counterparties, bondholders and other
constituencies; and
{H4715945.3}
WHEREAS, as part of the deliberative process, the board and management of the
Hospital and the System have identified the following goals which they believe will be
achieved through consummation of the Transactions and the Combined Hospital:
• Combining clinical operations to create an expanded, nationally

renowned academic medical center that demonstrates excellence in
each of its tripartite clinical, academic and research missions;
• Permitting the Combined Hospital to expand utilization of the Hospital

as a training site for undergraduate and graduate health professional
trainees;
• Expanding clinical programs through the Hospital’s and Upstate’s

complementary services (such as the Hospital’s cardiologist services
and Upstate’s cardiac surgery services) to provide seamless and
integrated care across the continuum of clinical service lines;
• Creating efficiencies of scale and avoidance of expense duplication;
• Reducing unnecessary capital expenditures and utilizing savings to

expand and improve care and access and/or reduce costs; and
• More generally, creating synergies that will improve patient care,

expand research capabilities, enhance education and control costs, in
each case for the benefit of the Syracuse and the Central New York
communities.
WHEREAS, management and the board believe that the Transactions are
consistent with and will further the mission, charitable purposes and tax-exempt goals of
the Hospital; and
WHEREAS, the System and/or the Hospital and/or other affiliates thereof may
be required to reflect the operational changes and governance of the System and the
Hospital and/or such other affiliates resulting from the Transactions in their articles of
incorporation, bylaws, operating agreements, or other governing documents (the
“Amended Governing Documents”); and
WHEREAS, a non-binding Term Sheet was presented to the board, and

management has negotiated an asset purchase agreement (the “Asset Purchase
Agreement”) and a lease agreement (the “Lease Agreement”) with Upstate, and agreed
upon the terms and conditions of an employee matters agreement (“Employee Matters
Agreement”) (collectively with the Lease Agreement and the Asset Purchase
Agreement, the “Transaction Documents”) to finalize and implement the terms and
details of the Transactions; and
WHEREAS, at a meeting held on March 31, 2022, management presented to the

Executive Committee of the board summaries of the terms of the Transaction Documents,
{H4715945.3} 2
the required regulatory approvals, including the Certificate of Need (“CON”) and
Certificate of Public Advantage (“COPA”), the communications plan, including a draft of
the public announcement, and a projected timeline to the closing and the Executive
Committee unanimously voted to recommend approval of the Transactions and entering
into the Transaction Documents to the board; and
WHEREAS, management and/or the System’s advisers have presented to the

board summaries of the terms of the Transaction Documents; the required regulatory
approvals, including the Certificate of Need (“CON”) and Certificate of Public
Advantage (“COPA”), the communications plan, including a draft of the public
announcement, and a projected timeline to the closing.
NOW, THEREFORE, BE IT RESOLVED, that the Transactions be and they

hereby are approved, with such immaterial changes thereto as the Chair of the Board of
the Hospital, the President of the System and the Hospital or the Secretary of the System
and the Hospital (collectively, the “Authorized Officers”) may approve.
FURTHER RESOLVED, that the draft Transaction Documents, summaries of

which have been presented to the board, be and they hereby are approved, with such
immaterial changes thereto as the Authorized Officers may approve.
FURTHER RESOLVED, that once executed, all steps pursuant to the

Transactions Documents in furtherance of the Transactions be and they hereby are
approved, including the preparation, execution and delivery of any ancillary agreements,
certificates, assignments, filings and other deliverables deemed necessary or desirable by
management.
FURTHER RESOLVED, that any Amended Governing Documents in

furtherance of the Transactions be and they hereby are approved.
FURTHER RESOLVED, that all filings and applications with governmental,

regulatory, judicial, legislative and accrediting bodies in furtherance of the Transactions
be and they hereby are approved, including without limitation the filing of the CON and
COPA, it being understood that the Transactions cannot be consummated until all such
required approvals have been obtained.
FURTHER RESOLVED, that under the Hospital’s contractual arrangements

with and pursuant to the Operating Agreement of Crouse Medical Practice, PLLC
(“CMP”), the board approves any and all actions taken or to be taken by the sole member
of CMP to effectuate the Transactions pursuant to the foregoing resolutions.
Transactions on behalf of the Hospital consistent with foregoing resolutions, including
the execution, delivery and filing of the Transaction Documents and any Amended
Governing Documents, as applicable, the completion and filing of any and all
applications with governmental agencies and accreditation bodies required for the
{H4715945.3} 3
approval of the Transactions, obtaining all required approvals or consents from
contractual counterparties, bondholders and other third-party constituencies and taking all
such other actions as they may deem necessary or appropriate in connection with the
foregoing resolutions.
Transactions on behalf of the Hospital, CMP and any other controlled subsidiaries or
affiliates of the Hospital, consistent with foregoing resolutions.
FURTHER RESOLVED, that it is the intent of these resolutions that the

Authorized Officers be vested with full authority to effectuate and carry out the purposes
and intent of these resolutions and to consummate the Transactions contemplated hereby
without further Board action; provided that the Chair of the Board shall ask that the
Board take further action to approve any material changes to the Transactions or the
Transaction Documents.
FURTHER RESOLVED, all prior actions of the Board of Directors, the

Executive Committee and management of the Hospital, or the Board of Directors, the
Executive Committee and management of the System, related to the Transactions and
Transaction Documents are hereby ratified and approved.
{H4715945.3} 4
Pre-Transaction Hospital Organizational Chart
State University of New York
Upstate Medical University
University Hospital SUNY Health Upstate University Hospital at Community

Science Center General
(438 beds) (314 beds)
UPSTATE UNIVERSITY HOSPITAL
ARTICLE 28 NETWORK STATEMENT
University Hospital SUNY Health Science Center (University Hospital, or “UH”), a department of
SUNY Upstate Medical University (Upstate), a medical campus of The State University of New York
(SUNY), is submitting this Construction-Only Certificate of Need (CON) Application to the New York
State Department of Health (NYSDOH) seeking approval to certify Crouse Health Hospital, Inc., d/b/a
Crouse Hospital (CHH) and Crouse Hospital-Commonwealth Division (Commonwealth) as divisions
of UH through an Asset Purchase Agreement (APA). The 465-bed CHH will be named Upstate Crouse
Hospital, and the 40-bed Commonwealth will be named Upstate Crouse Inpatient Addiction Treatment
Services.
UH currently has 752 certified beds at its two (2) hospitals with a 29-bed third hospital, Upstate
University Hospital at Hutchings (Hutchings), coming online in 2023 CHH currently has 505 certified
beds at its two (2) hospitals. Upon completion of the transaction, along with the opening of Hutchings,
UH will have 1,286 certified beds at its five (5) hospitals as follows:
• University Hospital SUNY Health Science Center (438 beds), which is located at 750 East
Adams Street, Syracuse (Onondaga County), New York 13210;
• Upstate University Hospital at Community General (314 beds), which is located at 4900 Broad
Road, Syracuse (Onondaga County), New York 13215;
• Upstate University Hospital at Hutchings (29 beds), which will be located at 620 Madison
Avenue, Syracuse (Onondaga County), New York 13210;
• Upstate Crouse Hospital (465 beds), which is located at 736 Irving Avenue, Syracuse
(Onondaga County), New York 13210; and
• Upstate Crouse Inpatient Addiction Treatment Services (40 beds), which is located at 6010 East
Molloy Road, Syracuse (Onondaga County), New York 13211.
CONFIDENTIAL
HL DRAFT 4/8/22
Contract No. [________]
Agency No. [_________]
ASSET PURCHASE AGREEMENT
by and between
CROUSE HEALTH SYSTEM, INC.,
and
THE STATE UNIVERSITY OF NEW YORK
acting through its
SUNY UPSTATE MEDICAL UNIVERSITY
Dated as of April [_], 2022
*Subject to all further reviews, approvals and conditions described herein. This Agreement has
not been approved by any State agency.
\\NY - 067101/000138 - 10328976 v13

TABLE OF CONTENTS
Page
Table of Contents
PAGE
ARTICLE I DEFINITIONS .............................................................................................2

1.1 Definitions....................................................................................................2
ARTICLE II SALE OF ASSETS AND RELATED MATTERS ................................14

2.1 Sale of Purchased Assets ...........................................................................14
2.2 Excluded Assets .........................................................................................15
2.3 Assumed Liabilities ...................................................................................16
2.4 Excluded Liabilities ...................................................................................16
2.5 Crouse Consolidating Balance Sheet .........................................................18
2.6 Paydown of Liabilities On and After Closing............................................20
ARTICLE III REPRESENTATIONS AND WARRANTIES OF CROUSE .............20

3.1 Incorporation, Qualification and Capacity.................................................20
3.2 Powers; Consents; Absence of Conflicts With Other Agreements, Etc. ...21
3.3 No Outstanding Rights ...............................................................................21
3.4 The Network Entities. ................................................................................21
3.5 Transferred Assets .....................................................................................22
3.6 Binding Effect ............................................................................................22
3.7 Permits and Approvals ...............................................................................22
3.8 Intellectual Property ...................................................................................23
3.9 Government Program Participation/Compliance .......................................24
3.10 Regulatory Compliance .............................................................................26
3.11 Compliance Program and Related Matters ................................................26
3.12 Contracts ....................................................................................................27
3.13 Tangible Personal Property ........................................................................27
3.14 Employees and Employee Relations ..........................................................27
3.15 Litigation or Proceedings ...........................................................................29
3.16 Tax Matters ................................................................................................29
3.17 Environmental Matters...............................................................................30
3.18 Immigration Act .........................................................................................31
3.19 OSHA .........................................................................................................32
3.20 Inventory ....................................................................................................32
3.21 Absence of Changes ...................................................................................32
3.22 Crouse Real Property; Leased Real Property; Crouse Facilities ...............33
3.23 No Undisclosed Liabilities .........................................................................35
3.24 Insurance ....................................................................................................36
3.25 Employee Benefit Plans .............................................................................36
-i-
\\NY - 067101/000138 - 10328976 v13
TABLE OF CONTENTS
(continued)
Page
3.26 Privacy and Data Security ..........................................................................38

3.27 Related Party Transactions ........................................................................39
3.28 Books and Records ....................................................................................39
3.29 Restricted Funds.........................................................................................39
3.30 Ability to Satisfy Excluded Liabilities .......................................................39
3.31 Statements True and Correct ......................................................................40
3.32 COVID-19 Relief Funds Received and Applied For .................................40
3.33 Education Approvals and Compliance.......................................................40
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SUNY ...................46

4.1 Corporate Capacity and Qualification .......................................................46
4.2 Corporate Powers; Consents ......................................................................46
4.3 Litigation ....................................................................................................47
4.4 Binding Effect ............................................................................................47
ARTICLE V PRE-CLOSING COVENANTS OF THE PARTIES ............................47

5.1 Information ................................................................................................47
5.2 Crouse Boards of Trustees .........................................................................48
5.3 Crouse Bondholders ...................................................................................48
5.4 PBGC Agreement ......................................................................................48
5.5 Operations ..................................................................................................49
5.6 Negative Covenants ...................................................................................50
5.7 Reasonable Efforts .....................................................................................52
5.8 Medical Records ........................................................................................52
5.9 Closure Plan ...............................................................................................52
5.10 Crouse Related Entities ..............................................................................53
5.11 LACNY and Plaza Corp. ...........................................................................53
5.12 D&O Insurance ..........................................................................................53
5.13 Articles of Incorporation of CHH ..............................................................54
5.14 Malpractice Liabilities of CHH. ................................................................54
5.15 Education Matters. .....................................................................................54
5.16 Attorney General Review; Title Surveys. ..................................................55
ARTICLE VI CONDITIONS PRECEDENT TO OBLIGATIONS OF SUNY .........56

6.1 Compliance With Covenants .....................................................................56
6.2 Pre-Closing Confirmations ........................................................................56
6.3 Education Consents ....................................................................................56
6.4 Action/Proceeding/Litigation .....................................................................56
6.5 Representations and Warranties .................................................................57
6.6 Bondholders ...............................................................................................57
6.7 PBGC Agreement ......................................................................................57
6.8 Closing Deliveries ......................................................................................57
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TABLE OF CONTENTS
(continued)
Page
6.9 Material Adverse Effect .............................................................................57

6.10 Satisfactory Diligence ................................................................................57
ARTICLE VII CONDITIONS PRECEDENT TO OBLIGATIONS OF

CROUSE ..............................................................................................57
7.1 Compliance With Covenants .....................................................................58
7.2 Representations and Warranties .................................................................58
7.3 Action/Proceeding/Litigation .....................................................................58
7.4 Pre-Closing Confirmations ........................................................................58
7.5 PBGC Agreement ......................................................................................58
7.6 Bondholders ...............................................................................................58
7.7 Closing Deliveries ......................................................................................58
ARTICLE VIII CLOSING .............................................................................................59

8.1 Closing .......................................................................................................59
8.2 Actions of Crouse at Closing .....................................................................59
8.3 Actions of SUNY at Closing......................................................................61
8.4 Additional Acts ..........................................................................................61
ARTICLE IX POST-CLOSING COVENANTS OF THE PARTIES ........................62

9.1 Joint Advisory Council/Physician Structure ..............................................62
9.2 Branding and Naming Conventions ...........................................................62
9.3 The Crouse NICU Renovation ...................................................................62
9.4 EPIC ...........................................................................................................62
9.5 Physicians and Medical Staff .....................................................................62
9.6 Public Communications .............................................................................63
ARTICLE X ADDITIONAL COVENANTS OF THE PARTIES ..............................63

10.1 Reserved. ....................................................................................................63
10.2 Non-Assignable Contracts .........................................................................63
10.3 NPL Consents ............................................................................................64
10.4 Revenue Rulings ........................................................................................64
ARTICLE XI TERMINATION .....................................................................................64

11.1 Termination Prior to Closing .....................................................................64
11.2 Effect of Termination .................................................................................65
ARTICLE XII NO THIRD-PARTY BENEFICIARIES; SURVIVAL ......................65

12.1 Third Party Beneficiaries ...........................................................................65
12.2 Survival ......................................................................................................65
ARTICLE XIII MISCELLANEOUS PROVISIONS ...................................................66

13.1 Limitation ...................................................................................................66
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TABLE OF CONTENTS
(continued)
Page
13.2 Assignment; Modification .........................................................................66

13.3 Governing Law; Venue ..............................................................................66
13.4 Severability ................................................................................................66
13.5 No Agreement to Refer ..............................................................................67
13.6 Standard SUNY Clauses; Priority of Application .....................................67
13.7 Approval of New York Oversight Agencies ..............................................67
13.8 Entire Agreement .......................................................................................67
13.9 Counterparts ...............................................................................................67
13.10 Notices .......................................................................................................67
13.11 Headings; Terms ........................................................................................68
13.12 Further Assurances.....................................................................................68
13.13 Waiver ........................................................................................................69
13.14 Expenses ....................................................................................................69
13.15 Disclosure Schedules .................................................................................69
13.16 Incorporation of Exhibits and Schedules ...................................................69
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List of Schedules1
1.1.9 Assigned Contracts

1.1.10 Assigned Permits and Approvals
1.1.34 Crouse Bonds
1.1.84 Hospital Real Property
1.1.116 Permitted Encumbrances
1.1.130 Related Healthcare Operations
2.1.1(d) Leased Real Property
2.2.4 Excluded Contracts
2.5.1 Crouse Consolidating Balance Sheet
3.1 CMP
3.2.2 Powers; Consents; Absence of Conflicts With Other Agreements, Etc.
3.3 No Outstanding Rights
3.7.1 Permits and Approvals
3.7.3 Accreditations and Certifications
3.8.1 Intellectual Property
3.9.2 Government Program Proceedings or Investigations
3.9.4 Government Program Claims
3.9.5 Billing Practices
3.11.1 Compliance Programs and Related Matters
3.12(a) Contracts
3.12(b) Assigned or Material Contracts
3.12(c) Change of Control; Assignment
3.14.1 Employee Relations
3.15 Litigation and Proceedings
3.16 Tax Matters
3.17.1 Compliance with Environmental Laws
3.17.2 Environmental Matters; Judicial Proceedings
3.17.3(a) Environmental Permits
3.17.3(c) Environmental Permits
3.17.3(e) Environmental Permits
3.17.4(a) Hazardous Materials
3.17.4(b) Hazardous Materials
3.17.5 Release of Hazardous Materials
3.17.6 CERCLA National Priorities List
3.17.7 Disposal of Hazardous Materials
3.19 OSHA
3.21 Absence of Changes
3.22.1 Owned Real Property
3.22.2 Crouse Leases
3.22.5 Condemnation Proceedings, Suits, and Administrative Actions
3.22.7 Utility Services
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3.22.9 Leases with respect to Crouse Facilities
3.23 Undisclosed Liabilities
3.24 Insurance
3.25.1 Employee Benefit Plans
3.25.2 ERISA Documents
3.25.3 ERISA Liabilities
3.25.4 Benefit Plan Actions, Audits, or Claims
3.25.6 Retiree Coverage
3.25.8 Accelerated Payments
3.26.3 Privacy and Data Security
3.27 Related Party Transactions
3.29 Restricted Funds
3.32.1 COVID-19 Relief Funds
3.32.2 Returned COVID-19 Relief Funds
3.33.1 Education Approvals, Consents
3.33.4 Nursing School Addresses
3.33.9 Nursing School Financial Compliance
3.33.11 Nursing School Cohort Default Rates
3.33.24 Education Agency Consents
6.2 Other Required Consents
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List of Exhibits
A Assignment and Assumption Agreement

B Medical Records Agreement
C Standard State Clauses
D Bill of Sale
E Additional Required Clauses
F Description of Advisory Council
G Physician Structure
H Branding and Naming Conventions
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ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT is made and entered into as of this [__] day of
April, 2022 (the “Execution Date”), by and among CROUSE HEALTH SYSTEM, INC., a New
York not-for-profit corporation (“Crouse”), CROUSE HEALTH HOSPITAL, INC., a New
York not-for-profit corporation (“CHH”) and THE STATE UNIVERSITY OF NEW YORK,
an educational corporation organized and existing under the laws of the State of New York
(“SUNY”), acting through its SUNY UPSTATE MEDICAL UNIVERSITY (“Upstate”). Each
of Crouse and SUNY are referred to herein as a “Party” and collectively, as the “Parties.”
R E C I T A L S:
A. WHEREAS, Crouse is the sole corporate member of CHH, which owns and
operates a general acute care hospital located at 736 Irving Ave., Syracuse, New York, including
all extension clinics (collectively, “Crouse Hospital”), under a license issued to it pursuant to
Article 28 of the Public Health Law of the State of New York (“CHH’s Article 28 License”), and
also provides or controls, directly or indirectly, Related Healthcare Operations (as defined in
ARTICLE I) (Crouse Hospital and the Related Healthcare Operations are referred to herein
collectively as the “Crouse Operations”).
B. WHEREAS, in connection with SUNY’s educational mission, Upstate operates

University Hospital, a general acute care hospital licensed under Article 28 of the Public Health
Law of the State of New York (“University Hospital”).
C. WHEREAS, Crouse and CHH have carefully evaluated Crouse and CHH’s
ongoing clinical operations and finances and determined that integration with and into Upstate
would further Crouse and CHH’s missions by expanding clinical programs at CHH through
complementary services and synergies that improve patient care, expand research capabilities,
enhance education and control costs.
D. WHEREAS, the Parties desire that the Crouse Operations be integrated with and
into the healthcare operation of Upstate with the result that Crouse Hospital and University
Hospital will become one hospital operating under one operating license (the “Combined
Hospital”).
E. WHEREAS, subject to the terms and conditions set forth in this Agreement,
Crouse, CHH and SUNY have agreed that (i) substantially all the assets of Crouse and CHH shall
be transferred and/or assigned to, and certain liabilities shall be assumed by, SUNY and (ii) the
Hospital Real Property (as defined herein), together with all improvements located thereon shall
be leased to SUNY pursuant to the terms and conditions of the Lease Agreement between CHH
and SUNY dated the date hereof and executed simultaneously herewith (the “Operating Lease”).
F. WHEREAS, Crouse and CHH have determined that the Transactions are fair and
reasonable to Crouse and CHH in light of the benefits that will inure to the Crouse and CHH
missions as a result of the Transactions.
G. WHEREAS, Crouse, CHH and SUNY each believes that it is advisable, consistent
with their respective missions, and in the best interests of their respective organizations and the
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communities they serve to enter into this Agreement and consummate the transactions set forth
herein (the “Transactions”).
NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises
and covenants contained in this Agreement, the Parties hereto, intending to be legally bound,
hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. As used herein, the capitalized words and terms set forth below shall
have the following meanings.
1.1.1 “Accrediting Body” means any entity or organization, whether

governmental or government-charted, private or quasi-private, including institutional and
specialized programmatic accrediting agencies, which engages in the granting or
withholding of accreditation of postsecondary educational institutions or of educational
programs provided by such institutions in accordance with standards and requirements
relating to the performance, operations, financial condition or academic standards of such
institutions or programs, including without limitation the Accreditation Commission for
Education in Nursing.
1.1.2 “Acquired Real Property” has the meaning set forth in Section 2.1.1(c).
1.1.3 “Advisory Council” has the meaning set forth in Section 9.1.
1.1.4 “Affiliate” means, with respect to any Person, any other Person, directly
or indirectly, through one or more intermediaries, Controlling, Controlled by, or under
common Control with such Person.
1.1.5 “Affordable Care Act” has the meaning set forth in Section 3.25.7
1.1.6 “AG” means the New York State Attorney General.
1.1.7 “Agency Receivables” means rights to settlement and positive

retroactive adjustments, if any, for claims submitted for patient services and/or open cost
reporting periods ending on or prior to the Closing Date arising from (a) the U.S.
government under the terms of the Medicare program; (b) any state under its Medicaid
program; and/or (c) any third party payor programs that settle on a cost report basis.
1.1.8 “Agreement” means this Asset Purchase Agreement, together with the
Exhibits and Schedules referred to herein.
1.1.9 “Assigned Contracts” means specifically those Contracts (including

Contracts for goods or services, Crouse Leases, leases with a Crouse Entity as the lessor,
warranties and rights, and all exhibits, schedules, price lists, amendments, extensions,
waivers and modifications thereto), (a) which are existing between Crouse, CHH or a
Crouse Entity and third parties for use in connection with the Crouse Operations, and (b)
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which SUNY has agreed to accept assignment, all of which are set forth on Schedule 1.1.9
attached hereto.
1.1.10 “Assigned Permits and Approvals” means all of those assignable

Permits and Approvals and Environmental Permits which are both (a) held by CHH for use
in connection with the Crouse Operations, and (b) to be assigned or otherwise in effect
transferred to SUNY, all of which are set forth on Schedule 1.1.10.
1.1.11 “Assignment and Assumption Agreement” has the meaning set forth in
Section 8.2.2.
1.1.12 “Assumed Liabilities” has the meaning set forth in Section 2.3.
1.1.13 “Bill of Sale” has the meaning set forth in Section 8.2.2
1.1.14 “Branding and Naming Conventions” has the meaning set forth in
Section 9.2.
1.1.15 “Business Day” means a day other than Saturday, Sunday or any day on
which banks located in the State of New York are authorized or obligated to close.
1.1.16 “CARES Act” means the Coronavirus Aid, Relief, and Economic
Security Act of 2020.
1.1.17 “CERCLA” means the Comprehensive Environmental Response,

Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq., as amended.
1.1.18 “Charities Bureau” has the meaning set forth in Section 10.3.
1.1.19 “CHH” has the meaning set forth in the Preamble.
1.1.20 “CHH’s Article 28 License” has the meaning set forth in Recital A.
1.1.21 “CHN” means Crouse Health Network, LLC, a New York limited
liability company.
1.1.22 “Closing” has the meaning set forth in Section 8.1.
1.1.23 “Closing Date” has the meaning set forth in Section 8.1.
1.1.24 “CMP” mean Crouse Medical Practice PLLC, a New York professional
service limited liability company.
1.1.25 “CMP Operating Agreement” has the meaning set forth in Section 3.1.
1.1.26 “CMS” means the Centers for Medicare and Medicaid Services.
1.1.27 “Cohort Default Rate” has the meaning provided in 34 C.F.R. Part 668,
Subpart N, and any successor provision.
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1.1.28 “Combined Hospital” has the meaning set forth in Recital D.
1.1.29 “Contract” means any contract, agreement, indenture, note, bond, loan,
lease, sublease, conditional sales contract, mortgage, license, sublicense, obligation,
promise, undertaking, commitment or other binding arrangement, in each case whether
written or oral and including any amendment or modification made thereto.
1.1.30 “Control” (including as used in the terms “Controlling,” “Controlled

by” or “under common Control with”) means the possession, directly or indirectly, through
one or more intermediaries, of the power to direct or cause the direction of the management
or policies of a Person, whether through the ownership of voting securities, by contract or
otherwise.
1.1.31 “COVID-19 Relief Funds” has the meaning set forth in Section 3.32.1.
1.1.32 “Crouse” has the meaning set forth in the Preamble.
1.1.33 “Crouse Bond Documents” means, collectively, the documents,

agreements and instruments pertaining to the Crouse Bonds.
1.1.34 “Crouse Bonds” means the bonds set forth on Schedule 1.1.34 hereto;
provided, however, if CHH refinances the Crouse Bonds prior to Closing in accordance
with this Agreement, the term Crouse Bonds shall refer to the bonds issued in such
refinancing.
1.1.35 “Crouse Consolidating Balance Sheet” has the meaning set forth in
Section 2.5.1.
1.1.36 “Crouse Entities” means Crouse, CHH, CHN and CMP (and, for the
limited purposes set forth in Section 1.1.101, HAPO and HAIPA).
1.1.37 “Crouse Facilities” means, collectively, the land, buildings, structures,

fixtures and improvements owned or leased by the Crouse Entities on the Owned Real
Property or the Leased Real Property.
1.1.38 “Crouse Financials” has the meaning set forth in Section 3.23.
1.1.39 “Crouse Hospital” has the meaning set forth in Recital A.
1.1.40 “Crouse Leases” has the meaning set forth in Section 3.22.2.
1.1.41 “Crouse Material Adverse Effect” has the meaning set forth in Section
1.1.96.
1.1.42 “Crouse NICU” has the meaning set forth in Section 9.3.
1.1.43 “Crouse NICU Plan” has the meaning set forth in Section 9.3.
1.1.44 “Crouse Operations” has the meaning set forth in Recital A.
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1.1.45 “Crouse Plans” has the meaning set forth in Section 3.25.1.
1.1.46 “Crouse’s Knowledge” means information known, or that reasonably

should be known, after due inquiry, by the following: the Chief Executive Officer, Chief
Operating Officer, or Chief Financial Officer of each of Crouse and CHH.
1.1.47 “December Balance Sheet” has the meaning set forth in Section 3.23.
1.1.48 “DNV” means DNV GL Healthcare USA, Inc.
1.1.49 “DOB” means the New York State Division of Budget.
1.1.50 “DOH” means the New York State Department of Health.
1.1.51 “DOL” means the U.S. Department of Labor.
1.1.52 “ED” means the U.S. Department of Education and any successor
agency administering Financial Assistance programs under Title IV.
1.1.53 “ED Comprehensive Pre-Acquisition Review Application” means the

application to be filed by the Nursing School with the ED prior to the Closing Date seeking
ED’s advance review of the Transactions in accordance with ED’s comprehensive pre-
acquisition review process, as described in part in Volume 2, Chapter 5 of the Federal
Student Aid Handbook for 2021-2022.
1.1.54 “ED Comprehensive Pre-Acquisition Review Notice” means the letter

to be issued by ED prior to the Closing Date with respect to ED’s completed review of the
ED Comprehensive Pre-Acquisition Review Application.
1.1.55 “Education Agency” means any person, entity or organization, whether

governmental, government-chartered, tribal, private, or quasi-private, that engages in
granting or withholding Education Approvals for or otherwise regulates private
postsecondary institutions and educational programs offered by such institutions, in
accordance with standards relating to the performance, operation, financial condition, or
academic standards of such institutions and programs, or the provision of Financial
Assistance by and to such institutions or their students, including ED; any Accrediting
Body; any State Education Agency; any agency that oversees participation in state
authorization reciprocity agreements; the U.S. Department of Veterans Affairs; the U.S.
Department of Defense; and the U.S. Department of Homeland Security.
1.1.56 “Education Approval” means any license, permit, authorization,

certification, agreement, accreditation, or similar approval, issued or required to be issued
by an Education Agency, including any such approvals (a) for the Nursing School, as
applicable, to operate and offer its educational programs in all jurisdictions in which it
operates, including, as applicable, all jurisdictions where it offers educational programs
online or through other distance education delivery methods, (b) for the Nursing School to
participate in any Financial Assistance program, (c) for graduates of the Nursing School’s
educational programs to be eligible to seek to obtain certification or state licensure, or to
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take any examinations to seek to obtain such certification or licensure for any program, for
which the Nursing School has represented to students or prospective students that such
program will enable students to seek to obtain such certification or licensure.
1.1.57 “Education Compliance Date” means July 1, 2018.
1.1.58 “Education Consent” has the meaning assigned to such term on

Schedule 3.33.24.
1.1.59 “Education Law” means any federal, state, municipal, foreign or other
law, statute, regulation, order, Accrediting Body standard or other requirement applicable
thereto, including without limitation the provisions of Title IV, and any regulations
implementing or relating thereto, issued or administered by, or related to, any Education
Agency.
1.1.60 “Effective Time” has the meaning set forth in Section 8.1.
1.1.61 “Employees” has the meaning set forth in Section 3.25.1.
1.1.62 “EMR” has the meaning set forth in Section 9.4.
1.1.63 “Encumbrance” means any claim, charge, easement, encumbrance,

liability, encroachment, security interest, mortgage, lien, pledge or restriction, whether
imposed by contract, law, equity or otherwise.
1.1.64 “Environmental Law” means any federal, state or local law in effect on
or prior to the Closing Date (as applicable) relating to pollution, regulation, protection of
human health (with respect to exposure to Hazardous Materials) or the environment, or the
processing, registration, labeling, recycling, generation, distribution, use, handling,
treatment, storage, transport, remediation, disposal, or Release of, or exposure to,
Hazardous Materials, including CERCLA, RCRA, and the Clean Air Act, 42 U.S.C.
§§ 7401 et seq., all as amended.
1.1.65 “Environmental Permits” means any authorization, registration,

approval, license, generator identification number, permit, waiver, exemption or related
renewal required under or issued pursuant to any Environmental Law.
1.1.66 “ERISA” has the meaning set forth in Section 3.25.1.
1.1.67 “ERISA Controlled Group” has the meaning set forth in Section 3.25.1.
1.1.68 “Excluded Assets” has the meaning set forth in Section 2.2.
1.1.69 “Excluded Contracts” has the meaning set forth in Section 2.2.4.
1.1.70 “Excluded Liabilities” has the meaning set forth in Section 2.4.
1.1.71 “Execution Date” has the meaning set forth in the Preamble.
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1.1.72 “Financial Assistance” means any Title IV Program pursuant to which
Title IV Program funding has been provided to, or on behalf of, the Nursing School’s
students; and any other government-sponsored or private student financial assistance
program that has provided student financial assistance, tuition assistance, grants or loans
to, or on behalf of, the Nursing School’s students.
1.1.73 “Financial Responsibility Composite Score” means the composite score

as calculated by ED in accordance with 34 C.F.R. Sections 668.171(b)(1) and Section
668.172 and Appendix A to Subpart L of 34 C.F.R. Section 668 and any successor
provision.
1.1.74 “GAAP” means U.S. generally accepted accounting principles and

practices as in effect from time to time.
1.1.75 “Government Programs” has the meaning set forth in Section 3.9.1.
1.1.76 “Governmental Entity” means any government or any agency, bureau,

board, directorate, commission, court, department, official, political subdivision, tribunal
or other instrumentality of any government, whether federal, state or local, domestic or
foreign.
1.1.77 “HAIPA” has the meaning set forth in Section 1.1.101.
1.1.78 “HAPO” has the meaning set forth in Section 1.1.101.
1.1.79 “Hazardous Materials” means any wastes, substances, radiation, or

materials (whether solids, liquids or gases): (a) which are regulated under Environmental
Law as hazardous, toxic, infectious, explosive, radioactive, carcinogenic, or mutagenic; (b)
which are defined as “pollutants,” “contaminants,” “hazardous materials,” “hazardous
wastes,” “hazardous substances,” “chemical substances,” “radioactive materials,”
“regulated medical waste,” “solid wastes,” or otherwise subject to regulation under, any
Environmental Law; (c) which are or contain polychlorinated biphenyls (“PCBs”), mold,
methyl-tertiary butyl ether, asbestos or asbestos-containing materials, lead-based paints,
urea-formaldehyde foam insulation, per-or poly-fluoroalkyl substances, 1,4-dioxane or
petroleum or petroleum products (including crude oil or any fraction thereof); or (d) which
are regulated under Environmental Law because they are deemed to pose a hazard to human
health, safety, natural resources, employees, or the environment.
1.1.80 “HEA” means the Higher Education Act of 1965, as amended (20
U.S.C. § 1001 et seq.), and any amendments or successor statutes thereto, and any
implementing regulations.
1.1.81 “Health Care Law” means (a) all applicable laws of any Governmental
Entity relating to the regulation, provision or administration of, or payment for, health care
benefits, health care insurance coverage and/or health care products, supplies, services or
the maintenance, storing or care of health information, including the federal Anti-Kickback
Statute (42 U.S.C. § 1320a-7b(b)), the Stark Law (42 U.S.C. § 1395nn), the Anti-
Inducement Law (42 U.S.C. § 1320a-7a(a)(5)), the civil False Claims Act (31 U.S.C. §
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3729 et seq.), the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)), the
exclusion laws (42 U.S.C. § 1320a-7), the civil monetary penalty laws (42 U.S.C. §§
1320a-7a and 1320a-7b), the Medicare Prescription Drug, Improvement and
Modernization Act of 2003, Medicare (Title XVIII of the Social Security Act), Medicaid
(Title XIX of the Social Security Act), TRICARE (10 U.S.C. §§ 1071 et seq.), the Food,
Drug and Cosmetic Act (21 U.S.C.§§ 301 et seq.), the Prescription Drug Marketing Act of
1987, the Deficit Reduction Act of 2005, the Controlled Substances Act (21 U.S.C. §§ 801
et seq.), the regulations promulgated pursuant to such laws; and (b) any other applicable
federal, state or local law, regulation, guidance document, program memorandum, opinion
letter, or other issuance of any Governmental Entity with legally binding effect, which
regulates kickbacks, patient or program charges, recordkeeping, claims process, health
care-related documentation requirements, medical necessity, referrals, licensure
requirements, overpayments and refunds, prohibitions on fee splitting and the corporate
practice of medicine, requirements for treating facilities as free-standing or provider-based,
the hiring of employees or acquisition of services or supplies from those who have been
excluded from government health care programs, quality, safety, pharmacy practice,
licensure, accreditation or any other aspect of providing health care.
1.1.82 “HIPAA” means the Health Insurance Portability and Accountability

Act of 1996, as amended by the Health Information Technology for Economic and Clinical
Health Act, and their implementing regulations set forth at 45 C.F.R. Parts 160 – 164.
1.1.83 “Hired Employees” means Employees who have accepted offers of

employment from StaffCo.
1.1.84 “Hospital Real Property” means that certain real property set forth on
Schedule 1.1.84.
1.1.85 “Immigration Act” means the Immigration and Nationality Act of 1952
and the Immigration Reform and Control Act of 1986.
1.1.86 “Information Privacy and Security Laws” means all applicable laws
concerning the collection, receipt, access, processing, use, disclosure, protection, transfer
or security of Personal Information, and all regulations promulgated thereunder and
guidance issued by Governmental Entities thereunder.
1.1.87 “Intellectual Property” means to the extent held or used in the Crouse
Operations as conducted on the Execution Date, patents, trademarks, trade names, service
marks, domain names, material copyrights and any applications therefor, schematics,
technology, know-how, trade secrets, ideas, algorithms, processes, computer software
programs and applications (in both source code and object code form).
1.1.88 “Inventory” means all inventory and supplies purchased or held or used
by any of the Crouse Entities in connection with Crouse Operations, as maintained in the
ordinary course consistent with past practice, excluding any pharmaceutical products that
are not transferrable under applicable laws or regulations.
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1.1.89 “IT Assets” means all computer systems, including Software, hardware,
databases, firmware, middleware and platforms, interfaces, systems, networks, information
technology equipment, facilities, websites, infrastructure, workstations, switches, data
communications lines and associated documentation used or held for use by any of the
Crouse Entities in connection with the Crouse Operations.
1.1.90 “Joint Commission” means The Joint Commission.
1.1.91 “LACNY” has the meaning set forth in Section 5.11.
1.1.92 “Leased Real Property” has the meaning set forth in Section 3.22.2.
1.1.93 “Legal Requirement” means any federal, state, local, municipal,

foreign, supranational or other law, statute, constitution, treaty, principle of common law,
directive, ordinance, code, edict, order, rule, regulation or requirement issued, enacted,
adopted, promulgated, entered, implemented or otherwise put into effect by or under the
authority of any Governmental Entity, excluding any Education Law.
1.1.94 “MACs” means Medicare Administrative Contractors.
1.1.95 “Malpractice Liabilities” means all current or potential obligations

related to professional liability claims arising, accruing or relating to events occurring,
prior to the Closing Date against any of the Crouse Entities (other than CMP), including
attorneys’ costs.
1.1.96 “Material Adverse Effect” means any event, occurrence, fact, condition,
circumstance or change that has had, or could reasonably be expected to have, an adverse
effect on the business, assets, or financial condition of operations of Crouse, a Crouse
Entity, or the Crouse Operations, resulting in a loss that is equal to or exceeds Ten Million
Dollars ($10,000,000) (a “Crouse Material Adverse Effect”); provided, however, that none
of the following shall be a Material Adverse Effect: (a) any change in law or GAAP or
interpretations thereof applicable to Crouse or the Crouse Operations; (b) any change in
economic or business conditions or industry-wide or financial market conditions generally,
but only to the extent the Crouse Operations are affected to an extent similar to other
industry participants; (c) any loss of customers as a result of the execution of this
Agreement or any permitted announcement of the Transactions contemplated hereby or
loss of Employees of Crouse in reaction to offers of employment made in accordance with
Section 2.5.3 of this Agreement; (d) any loss covered by insurance; (e) local, regional,
national or international political or social conditions, including hostilities, acts of war,
sabotage, or terrorism or military action or any escalation, worsening or diminution of any
such hostilities, acts of war, sabotage or terrorism or military actions existing or underway;
(f) pandemics (including, without limitation, the COVID-19 pandemic), epidemics,
diseases or public health emergencies, whether in the U.S. or any other country or region
in the world; and (g) changes in financial, banking or securities markets (including any
disruption thereof and any decline in the price of any security or any market index).
1.1.97 “Material Contracts” has the meaning set forth in Section 3.12.1.
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1.1.98 “Medicaid” has the meaning set forth in Section 3.9.1.
1.1.99 “Medical Records Agreement” has the meaning set forth in

Section 8.2.5.
1.1.100 “Medicare” has the meaning set forth in Section 3.9.1.
1.1.101 “Network Entities” means Health Alliance Physicians, P.C. d/b/a Health
Alliance Physician Organization, a New York professional corporation (“HAPO”) and
Health Alliance IPA, Inc., a New York corporation (“HAIPA”). References to the “Crouse
Entities” in each of the following Sections of this Agreement shall be deemed to include
each of the Network Entities: Sections 3.9.5, 3.9.6, 3.9.8, 3.9.9, 3.10, 3.11.1, 3.12, 3.15,
3.16, 3.21, 3.24, 3.26, 3.27, 3.28, 3.31, 5.1, 5.5 and 5.6.
1.1.102 “NPL Consents” has the meaning set forth in Section 10.3.
1.1.103 “Nursing School” means The Pomeroy College of Nursing and shall
also mean CHH to the extent CHH holds an Education Approval or must obtain an
Education Consent on the Nursing School’s behalf or an Education Law applies to CHH
as the operator of the Nursing School.
1.1.104 “Operating Lease” has the meaning set forth in Recital E.
1.1.105 “Operating Lease Memorandum” means that certain Memorandum of

Lease, which shall be substantially in the form of Exhibit D to the Operating Lease.
1.1.106 “OSC” means the New York State Office of State Comptroller.
1.1.107 “OSHA” means the Occupational Safety and Health Act, 29 U.S.C.
§§ 651 et seq., as amended.
1.1.108 “Owned Real Property” has the meaning set forth in Section 3.22.1.
1.1.109 “Party” or “Parties” has the meaning set forth in the Preamble.
1.1.110 “PBGC” means the Pension Benefit Guaranty Corporation.
1.1.111 “PBGC Settlement Agreement” means Settlement Agreement, dated as

of July 12, 2021, between CHH and the PBGC.
1.1.112 “PBGC Settlement Amount” means an amount equal to the sum of the
Required Payments (as defined in the PBGC Settlement Agreement).
1.1.113 “PCBs” has the meaning set forth in Section 1.1.77.
1.1.114 “PCI DSS” means the Payment Card Industry Data Security Standard,
issued by the Payment Card Industry Security Standards Council, as may be revised from
time to time.
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1.1.115 “Permits and Approvals” means CHH’s Article 28 License, and any
other application, registration, approval, license, identification number, permit, waiver of
authorization, certificate of need, exemption, consent, notice, filing, qualification or
registration, or any extension, modification, amendment or waiver of any of the foregoing,
of or from any Governmental Entity, but excludes Environmental Permits.
1.1.116 “Permitted Encumbrances” means as of any particular time (a) the items
set forth on Schedule 1.1.116; (b) liens for taxes and assessments not yet delinquent or
being contested in good faith and for which adequate reserves have been established in
accordance with GAAP; (c) the Operating Lease; (d) recorded easements, licenses, zoning
ordinances, rights of way, rights and privileges (including, the rights of tenants in
possession), restrictions, covenants, conditions, setbacks and other similar liens,
Encumbrances, matters of record and title imperfections that do not materially impair the
value or use of the affected property as the same is used as of the Effective Date; (e)
mechanics’, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the
ordinary course of business the underlying obligations with respect to which are not due
and payable or, if due and payable, are not delinquent and (f) such minor defects,
irregularities, encumbrances and clouds on title as normally exist with respect to property
of the general character of the real property which is part of the Owned Real Property and
as do not materially impair title to or usage of the real property which is part of the Owned
Real Property.
1.1.117 “Person” means an individual, corporation, partnership, limited

liability company, association, trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.
1.1.118 “Personal Information” means, collectively: (a) any information that

identifies, or in combination with other information may identify, an individual; (b) any
information that is governed, regulated or protected by one or more laws concerning
information relating to an identified or identifiable natural person or PCI DSS, including,
without limitation, any “protected health information” (as defined by HIPAA); and (c) any
information that is derived from or linked to other Personal Information.
1.1.119 “Physician Resources” means Physician Resources, LLC, a New York

limited liability company.
1.1.120 “Physicians” means those Employees of CHH who are offered

employment by another entity pursuant to the last sentence of Section 9.5.
1.1.121 “Physician Structure” has the meaning set forth in Section 9.1.
1.1.122 “Plaza Corp.” has the meaning set forth in Section 5.11.
1.1.123 “Post-Closing Education Notices and Consents” means those notices to,
and consents from, Education Agencies relating to the Transactions as set forth on
Schedule 3.33.24; provided, that a notice or consent described on Schedule 3.33.24 shall
be considered to have been made or obtained if the relevant Education Agency confirms in
writing that the transaction does not constitute a change of ownership or control or other
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substantive change requiring consent of or notice to, or otherwise require consent of or
notice to, such Education Agency.
1.1.124 “Post-Closing Period” has the meaning set forth in Section 9.1.
1.1.125 “Pre-Closing Education Notices and Consents” means those notices to,
and consents from, Education Agencies relating to the Transactions as set forth on
Schedule 3.33.24; provided, that a notice or consent described on Schedule 3.33.24 shall
be considered to have been made or obtained if the relevant Education Agency confirms in
writing that the Transactions do not constitute a change of ownership or control or other
substantive change requiring consent of or notice to, or otherwise require consent of or
notice to, such Education Agency.
1.1.126 “Private Education Loan” means any loan provided by a lender that is
not made, insured or guaranteed under Title IV and is issued expressly for postsecondary
educational expenses.
1.1.127 “Program Participation Agreement” means a Program Participation

Agreement issued by ED to the Nursing School, whether or not on a provisional basis.
1.1.128 “Purchased Assets” has the meaning set forth in Section 2.1.1.
1.1.129 “RCRA” means the Resource Conservation and Recovery Act, 42

U.S.C. §§ 6901 et seq., as amended.
1.1.130 “Related Healthcare Operations” means those healthcare services or

programs operated by CHH or CMP and listed on Schedule 1.1.130, other than Crouse
Hospital.
1.1.131 “Release” means any emission, spill, seepage, leak, escape, leaching,
discharge, injection, pumping, pouring, emptying, dumping, disposal, migration, or release
of Hazardous Materials from any source into or upon the environment, including the indoor
and outdoor air, soil, surface water, or groundwater.
1.1.132 “Retained AR” has the meaning set forth in Section 2.2.1.
1.1.133 “Retained Cash” has the meaning set forth in Section 2.2.1.
1.1.134 “Returns” has the meaning set forth in Section 3.16.1.
1.1.135 “Revenue Rulings” has the meaning set forth in Section 10.4.
1.1.136 “Software” means computer programs, operating systems, applications,

firmware, and other code, including without limitation all source code, object code,
application programming interfaces, data files, databases, protocols, specifications, and
other documentation thereof.
1.1.137 “Space Leases” has the meaning set forth in Section 3.22.9.
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1.1.138 “St. Joe’s” has the meaning set forth in Section 5.11.
1.1.139 “StaffCo” means StaffCo of Brooklyn, LLC, a New York limited

liability company.
1.1.140 “StaffCo Assignment and Assumption Agreement” has the meaning set
forth in the StaffCo Employee Matters Agreement.
1.1.141 “StaffCo Assumed Liabilities” has the meaning set forth in the StaffCo
Employee Matters Agreement.
1.1.142 “StaffCo Employee Matters Agreement” means the Employee Matters

Agreement, dated the date hereof, between StaffCo and CHH.
1.1.143 “StaffCo PEO Agreement” means the StaffCo PEO Agreement by and
between SUNY and StaffCo, dated the date hereof.
1.1.144 “State Education Agency” means any state educational licensing

authority, agency, department, board or commission that (a) provides a license,
certification, exemption or other authorization necessary for a postsecondary institution
(whether its main location, branch campus, additional location, satellite or other facility
thereof) to provide or offer postsecondary education in that state, whether at a physical
location, online or through other distance education delivery methods, or for the Nursing
School to conduct operations in that state, or (b) administers any Financial Assistance
program at the state level.
1.1.145 “SUNY” has the meaning set forth in the Preamble.
1.1.146 “SUNY’s Knowledge” means information known, or that reasonably

should be known, after due inquiry, by the following: the Chief Executive Officer and
Chief Operating Officer, the Vice President for Health System Finance and Business
Strategy and Chief Financial Officer and the Chief Compliance Officer of Upstate.
1.1.147 “Supreme Court” has the meaning set forth in Section 10.3.
1.1.148 “Systems and Equipment” has the meaning set forth in Section 3.22.6.
1.1.149 “Tangible Personal Property” means the tangible personal property,

including furniture and moveable equipment, owned by Crouse and used in the Crouse
Operations, other than Inventory.
1.1.150 “Terminating Party” has the meaning set forth in Section 13.1.
1.1.151 “Termination Date” has the meaning set forth in Section 11.1.
1.1.152 “Title IV” means Chapter 28, Subchapter IV of the HEA, and any
amendments or successor statutes thereto.
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1.1.153 “Title IV Program” means any program of federal student Financial
Assistance authorized pursuant to Title IV of the HEA.
1.1.154 “Transaction Agreements” means this Agreement, the Operating Lease,

the Bill of Sale, the Assumption and Assignment Agreement, the StaffCo PEO Agreement,
the Medical Records Agreement, the StaffCo Employee Matters Agreement, and the
StaffCo Assignment and Assumption Agreement.
1.1.155 “Transactions” has the meaning set forth in Recital G.
1.1.156 “UCM” has the meaning set forth in Section 9.5.
1.1.157 “University Hospital” has the meaning set forth in Recital B.
1.1.158 “Upstate” has the meaning set forth in the Preamble.
1.1.159 “WARN Act” has the meaning set forth in Section 2.4.9.
1.1.160 “Will” (whether or not capitalized) means “shall” and vice versa, without
distinction.
ARTICLE II
SALE OF ASSETS AND RELATED MATTERS
2.1 Sale of Purchased Assets.
2.1.1 Subject to the terms and conditions of this Agreement, Crouse and CHH
shall sell, convey, assign, transfer and deliver to SUNY and SUNY shall purchase, accept
and receive at Closing (i) all assets of every description, whether real, personal or mixed,
tangible or intangible, owned or leased by Crouse or CHH on the Closing Date which are
held for use or used in the Crouse Operations (other than the Excluded Assets) and (ii) all
businesses conducted by Crouse and CHH as of the Closing Date (collectively with (i)
above, the “Purchased Assets”), including the following items:
(a) all Tangible Personal Property and Inventory of Crouse and CHH;
(b) all Crouse and CHH prepaid expenses, deposits, claims for refunds and
rights to offset;
(c) fee simple title to the Owned Real Property (less and except the Hospital
Real Property) (individually and collectively as the context may require, the “Acquired
Real Property”), free of encumbrances (other than Permitted Encumbrances) and, to the
extent existing and otherwise permitted by law, any rights of Crouse or CHH against third
parties under bargain and sale deeds related to any such Owned Real Property;
(d) all leasehold interests in and to the Leased Real Property, as set forth on
Schedule 2.1.1(d);
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(e) to the extent in Crouse or CHH’s possession and can be lawfully transferred,
all site plans, architectural renderings, plans and specifications, engineering plans, as-built
drawings, floor plans and other similar plans or diagrams, if any, held or used by Crouse
or CHH in connection with the business or operation of the Crouse Facilities or Purchased
Assets;
(f) to the extent assignable, all of the rights and interests of the Crouse and
CHH in all the Assigned Contracts;
(g) to the extent they can be lawfully transferred, patient, billing, quality
assurance and related records held or used by Crouse or CHH in connection with the Crouse
Operations;
(h) to the extent they can be lawfully transferred, all financial, accreditation,
business, operational, and regulatory compliance records, as well as any facilities and
systems maintenance, educational, marketing and other records, blueprints, structure or
system drawings, websites, manuals and materials (in paper, electronic or other form) held
or used by Crouse or CHH in connection with the Crouse Operations;
(i) to the extent they can be lawfully assigned and/or in effect transferred, all
of the Assigned Permits and Approvals, Environmental Permits, Education Approvals, and
other accreditations/certifications, which are necessary or customary to (or, as of the
Closing, actually used in connection with) the Crouse Operations;
(j) all Intellectual Property owned by Crouse or CHH, including all rights of
Crouse or CHH to the name “Crouse Hospital” (or derivatives thereof); and
(k) whether or not included in any of the foregoing but except for Excluded
Assets, (i) any assets included in the December Balance Sheet, except for assets used,
consumed, or disposed of in the ordinary course of business since December 31, 2020, and
(ii) any assets purchased or otherwise acquired since December 31, 2020, which are not
reflected on the December Balance Sheet but which are held or used in the business or
operation of the Crouse Operations.
2.2 Excluded Assets. Notwithstanding anything herein to the contrary, Crouse and
CHH shall retain all of their respective right, title and interest in and to, and they shall not convey,
assign or transfer to SUNY hereunder, the following (collectively, the “Excluded Assets”):
2.2.1 all assets reflected on the Crouse Consolidating Balance Sheet (as
defined below) as being retained by any of them as set forth in Section 2.5.3(a), including
(a) all accounts receivable of Crouse or CHH and all Agency Receivables of Crouse or
CHH (“Retained AR”) and (b) all cash and cash equivalents, investments and assets limited
as to use of Crouse and CHH (“Retained Cash”);
2.2.2 [reserved];
2.2.3 any (a) personnel files, to the extent they cannot be legally transferred;
(b) books and records that they are required by law to retain; (c) documents which any of
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them is not permitted to transfer pursuant to any contractual confidentiality obligation
owed to any third party; (d) corporate records and tax returns; (e) documents necessary to
prepare tax returns and cost reports; and (f) books and records and other documents related
to malpractice prevention programs, incident reporting or quality assurance; provided,
however, that all such records for which access or copying may reasonably be necessary
for Upstate to operate Crouse Operations after the Closing shall be made available to
Upstate for such purposes;
2.2.4 any Contracts set forth on Schedule 2.2.4 and indicated as remaining at
Crouse or CHH (“Excluded Contracts”);
2.2.5 the Hospital Real Property which will be leased to Upstate pursuant to
the Operating Lease;
2.2.6 any claim, right or interest of any of them in or to any refund, rebate,
abatement or other recovery for taxes (provided, however, that such taxes were paid on or
prior to the Closing Date), together with any interest due thereon or penalty rebate arising
therefrom; and
2.2.7 all insurance policies and rights to insurance policy proceeds relating to
obligations retained by Crouse or CHH.
2.3 Assumed Liabilities. As of Closing, SUNY shall only assume the liabilities or
obligations of Crouse and CHH as specifically provided in this Section 2.3, and agrees to assume
the future payment and performance of the following liabilities of Crouse and CHH (collectively,
the “Assumed Liabilities”):
2.3.1 all liabilities of Crouse and CHH identified in Section 2.5.3 as being
assumed by SUNY at Closing; and
2.3.2 all obligations first arising after the Closing Date under the Assumed
Contracts and any and all Assigned Permits and Approvals and Environmental Permits
being transferred to SUNY.
2.4 Excluded Liabilities. Except as expressly provided to the contrary in Section 2.3
above, SUNY is not obligated to pay or assume, and none of the Crouse Operations or Purchased
Assets shall be or become liable for or subject to, any liability arising from the business of Crouse
or the Crouse Entities and/or any of their Affiliates or the ownership or operation of the Crouse
Operations, the Purchased Assets or Excluded Assets, whether such liability is fixed or contingent,
liquidated or unliquidated, currently due or not, recorded or unrecorded, known or unknown, and
whether or not set forth on the Schedules, that is not an Assumed Liability or a Permitted
Encumbrance, including, but not limited to, the following (collectively, the “Excluded
Liabilities”):
2.4.1 all liabilities of Crouse and CHH set forth in Section 2.5.3 as remaining
with Crouse or CHH;
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2.4.2 any obligation or liability to the extent accruing, arising out of, or
relating to any act or omission by the Crouse Entities or their Affiliates after Closing;
2.4.3 any obligation or liability to the extent accruing, arising out of, or
relating to any Excluded Asset, including any Excluded Contract;
2.4.4 (a) any federal, state or local tax obligations of the Crouse Entities
and/or their Affiliates in respect of periods prior to, at, or after Closing, including any
income tax, any franchise tax, any tax recapture, any sales and/or use tax, any payroll or
withholding tax, and any real property or personal property taxes relating to the Crouse
Operations or the Purchased Assets, whether or not asserted as of the date hereof or as of
Closing, (b) federal, state or local income tax, capital gain or other obligations or liabilities
of the Crouse Entities and/or their Affiliates resulting from the consummation of the
Transactions, if any, and (c) any fines, penalties or other costs relating to the preceding
clauses (a) and (b);
2.4.5 (a) any obligation or liability for claims by or on behalf of Employees

(whether or not Hired Employees) arising in or relating to periods on or prior to the Closing
Date, including liability for any charge, claim, administrative matter, audit, lawsuit, or
action related to wages, hours, benefits, discrimination, harassment, retaliation, payment
of social security and similar taxes, and occupational health and safety, and (b) any sick
leave or paid time off with respect to the Hired Employees which may not be assumed
pursuant to applicable state law and policy;
2.4.6 any criminal obligation or liability to the extent accruing, arising out of,
or relating to any acts or omissions of the Crouse Entities, their Affiliates or their directors,
officers, Employees and agents who have or are alleged to have violated any laws;
2.4.7 any other liabilities or obligations existing on the Closing Date which
are required to be reflected on the December Balance Sheet prepared in accordance with
GAAP and which were not reflected on the December Balance Sheet;
2.4.8 any liabilities to the extent accruing, arising out of, or relating to the
claims set forth on Schedule 3.15;
2.4.9 any liability or obligation arising out of or in connection with

obligations of the Crouse Entities under the Worker Adjustment and Retraining
Notification Act of 1988 or any similar state or local laws, regulations or ordinances related
to plant closings, relocations, mass layoffs or employment losses (collectively, the “WARN
Act”), including in connection with the Transactions;
2.4.10 any general and/or unknown liability or obligation that arose in the
period prior to the Closing Date other than the Assumed Liabilities as specified in Section
2.3;
2.4.11 any liability or obligation arising out of or in connection with worker’s

compensation that arose in the period prior to the Closing Date;
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2.4.12 any liabilities or obligations to the extent accruing, arising out of, or
relating to any debt of Crouse or CHH that is not an Assumed Liability, including the
Crouse Bonds, which shall remain obligations of Crouse and CHH following the Closing;
2.4.13 any liabilities relating to any Contract that is not assumed;
2.4.14 any liabilities or obligations to the extent accruing, arising out of or

relating to the Crouse Plans, including, but not limited to, obligations and liabilities of the
Crouse Entities under the PBGC Settlement Agreement;
2.4.15 any liabilities or obligations to the extent accruing, arising out of or

relating to the existing Medical Staff Bylaws of CHH;
2.4.16 any liabilities or obligations under Environmental Law or with respect

to Hazardous Materials arising from or related to facts, circumstances, or conditions
existing, initiated or occurring prior to the Closing Date; and
2.4.17 any Malpractice Liabilities.
2.5 Crouse Consolidating Balance Sheet.
2.5.1 Crouse shall prepare and deliver to SUNY not less than thirty (30)
Business Days prior to the Closing Date a consolidating balance sheet in the form annexed
hereto as Schedule 2.5.1 (the “Crouse Consolidating Balance Sheet”) (a) reflecting
Crouse’s good faith best estimate, prepared in accordance with GAAP, of the assets and
liabilities as of the Closing Date of Crouse and the Crouse Entities (based on Crouse’s
historical accounting methods, consistently applied), and (b) setting forth which among
such assets and liabilities (i) will be assigned to and assumed by SUNY hereunder and/or
StaffCo under the StaffCo Employee Matters Agreement and StaffCo Assignment and
Assumption Agreement, or (ii) will remain with Crouse and the Crouse Entities and not be
assigned. The Crouse Consolidating Balance Sheet shall separately identify all the assets
and liabilities for Crouse and the Crouse Entities.
2.5.2 Crouse will consult with SUNY and its representatives with respect to
the Crouse Consolidating Balance Sheet and permit SUNY and its representatives to
review Crouse’s work papers relating thereto. No later than fifteen (15) Business Days
prior to the Closing Date, the Parties shall validate the categories of items that will be
reflected in the Crouse Consolidating Balance Sheet. Following the Closing, SUNY’s
accountants will audit the Crouse Consolidating Balance Sheet.
2.5.3 As reflected by the Crouse Consolidating Balance Sheet:
(a) With respect to assets:
(i) Crouse and CHH will retain all cash, cash equivalents and
investments;
(ii) CHH will retain all accounts receivable and all Agency Receivables;
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(iii) CHH’s inventories will be transferred to SUNY on the Closing Date;
(iv) CHH’s prepaid expenses and other current assets will be transferred
to SUNY on the Closing Date2;
(v) CHH’s assets limited as to use3, will remain with CHH;
(vi) Crouse’s due from affiliates (CHH) will remain with Crouse;
(vii) The Acquired Real Property will be transferred to SUNY and the
Hospital Real Property will remain with CHH; and
(viii) CHH’s other long-term assets will be transferred to SUNY on the

Closing Date.
(b) With respect to liabilities:
(i) All long-term obligations of CHH will remain with CHH;
(ii) All accounts payable and accrued expenses of CHH will be assumed
by SUNY on the Closing Date;
(iii) All accrued vacation payable, accrued salaries and wages payable,
and related withholding liabilities of CHH as of the Closing Date pertaining to
Hired Employees will be assumed by StaffCo;
(iv) All accrued vacation payable, accrued salaries and wages payable,
and related withholding liabilities of Crouse or CHH as of the Closing Date
pertaining to Employees who are not Hired Employees will remain at CHH;
(v) All obligations to third-party payors, net, will be assumed by SUNY

on the Closing Date;
(vi) All the estimated amount of self-insurance cost, net, (including,

without limitation, the Malpractice Liabilities and workers’ compensation
liabilities) will remain with CHH and will be funded post-Closing as determined by
SUNY prior to the Closing pursuant to Section 5.14;
(vii) All Transaction costs will be paid at the Closing; and
(viii) All ongoing employee severance and benefits obligations of Crouse

as of the Closing Date will remain with Crouse or CHH unless otherwise mutually
agreed by the Parties.
2
Kevin said this was mostly property insurance and service contracts so this has to be split into what goes to
Upstate and what stays with Crouse.
3
I think Kevin said this was cash set aside for pension, med mal and workers’ comp – Kevin please confirm.
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2.6 Paydown of Liabilities On and After Closing. Crouse and CHH acknowledge and
agree that all Retained Cash and all proceeds from Retained AR will be used by Crouse and CHH
on and after the Closing as follows: (a) to make any severance or similar payments to any
Employee who does not become a Hired Employee at Closing; (b) with respect to Retained Cash
that constitute cash and cash equivalents and investments as are restricted as to use (i.e., donor
restricted funds), in accordance with such donor restrictions (provided, however, that all income
generated by investments and funds that remain at Crouse shall be used to support the Combined
Hospital so long as such use is consistent with any applicable donor restrictions); (c) with respect
to Retained Cash in an amount to be agreed by SUNY and Crouse, as a reasonable reserve to pay
unknown retained liabilities of Crouse and CHH; and (d) as directed by SUNY to pay known
Excluded Liabilities retained by Crouse and CHH (which Excluded Liabilities are not intended to
be funded through payments made under the Operating Lease); provided, however, that any
Retained Cash or proceed from Retained AR or Retained AR that remain following the uses set
forth in this Section 2.6 will be transferred to Upstate;
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF CROUSE
As of the date hereof (other than as set forth in Section 3.12 hereof) and as of the Closing
Date (except to the extent any of the following is expressly applicable only as of a different date),
Crouse represents and warrants to SUNY the following:
3.1 Incorporation, Qualification and Capacity. Crouse and each of the Crouse Entities
is duly formed, validly existing and in good standing under the laws of the State of New York.
Crouse is a not-for-profit corporation with no members. CHH is a not-for-profit corporation whose
sole member is Crouse. CHN is a limited liability company whose sole member is CHH.
Physician Resources is a New York limited liability company whose sole member is HAPO. CMP
is a professional service limited liability company whose sole member (a) is listed on Schedule
3.1, (b) is an employee of CHH; (c) is a physician licensed and in good standing in the State of
New York; and (d) has entered into an operating agreement with CMP pursuant to which such
member is required to transfer his interest in CMP to CHH’s designee under certain circumstances
and at CHH’s direction the (“CMP Operating Agreement”). A true and complete copy of the CMP
Operating Agreement has been delivered to SUNY. None of the Crouse Entities conducts business
in a state other than the State of New York. Each of the Crouse Entities is qualified to do business
and in good standing in each jurisdiction where the conduct of its business requires such
qualification and has the lawful power to own, lease and operate its properties and conduct its
business in the place and manner now conducted. The execution and delivery by Crouse and CHH
of this Agreement, the other Transaction Agreements and the other documents described herein, if
any, the performance by each of Crouse and CHH of its obligations under this Agreement and the
other Transaction Agreements and the documents described herein and the consummation by
Crouse and CHH of the Transactions described herein have been duly and validly authorized and
approved by all necessary corporate actions of Crouse or CHH, as applicable, including, to the
extent required, any applicable board or member approvals, and none of such actions have been
modified or rescinded and all of which actions remain in full force and effect. The Internal
Revenue Service has determined that Crouse and CHH are exempt from U.S. federal income
taxation under Section 501(c)(2) or Section 501(c)(3) of the Internal Revenue Code and such
determination is currently, and will be at the Closing Date, in effect. Each of HAPO and HAIPA
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is taxed as a corporation. CHN is treated as a “disregarded entity” so that it has the same tax status
as its sole member, CHH; consequently, CHN is treated as having the same Section 501(c)(3)of
the Internal Revenue Code tax-exempt hospital and public charity status as CHH. Physician
Resources conducts no business, has not conducted any business for more than ten (10) years, and
has no assets or liabilities.
3.2 Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The
execution, delivery and performance of this Agreement, the other Transaction Agreements and the
other documents described herein by Crouse and CHH and the consummation by Crouse and CHH
of the Transactions described herein, as applicable:
3.2.1 are not in contravention or violation of the terms of the articles of

incorporation and bylaws (or other organizational documents) of any of the Crouse
Entities;
3.2.2 except as set forth on Schedule 3.2.2 or Schedule 6.2, do not require any
Permits and Approvals, Environmental Permits or filing or registration with or other action
by any Governmental Entity or other Person to be made or sought by any of the Crouse
Entities; and
3.2.3 assuming the consents set forth on Schedule 3.2.2, Schedule 6.2 and
under Section 7.4 are obtained, will not conflict in any material respect with, or result in
any default under or material violation of (with or without notice or lapse of time or both),
or give rise to a right of termination, cancellation, acceleration or augmentation of any
material obligation, lien, or loss of a benefit under or permit the acceleration of any material
obligation, or result in the creation of any Encumbrance upon any of the Crouse Entities or
Crouse Operations under (a) any law applicable to any of the Crouse Entities or Crouse
Operations as they are operated on the date hereof or on the Closing Date, (b) any judgment,
decree or order of any court or Governmental Entity by which any of the Crouse Entities
are bound, (c) any Assigned Contracts, or (d) any other Contract to which any of the Crouse
Entities is a party as of the date hereof or as of the Closing, except to the extent that any of
the foregoing is duly discharged by the applicable Crouse Entity prior to or at Closing
without any liability or obligation of SUNY.
3.3 No Outstanding Rights. There are no outstanding rights (including any right of first
refusal), options, or Contracts made on behalf of any of the Crouse Entities giving any Person any
current or future right to acquire any of the Crouse Entities, or their assets or operations or,
following the Closing Date, to require any Crouse Entity, to sell, lease or transfer to such Person
or to any third party any interest in any of Crouse Operations or any Crouse Entity, except as
provided in the Crouse Bond Documents or as set forth in Schedule 3.3.
3.4 The Network Entities.
3.4.1 Each of the Network Entities is duly formed, validly existing and in good
standing under the laws of the State of New York. A true and complete copy of the
certificate of incorporate and bylaws of each Network Entity has been delivered to SUNY.
Each of the Network Entities is qualified to do business and in good standing in each
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jurisdiction where the conduct of its business requires such qualification and has the lawful
power to own, lease and operate its properties and conduct its business in the place and
manner now conducted.
3.4.2 The execution, delivery and performance of this Agreement, the other
Transaction Agreements and the other documents described herein by Crouse and CHH
and the consummation by Crouse and CHH of the Transactions described herein, as
applicable, will not conflict in any material respect with, or result in any default under or
material violation of (with or without notice or lapse of time or both), or give rise to a right
of termination, cancellation, acceleration or augmentation of any material obligation, lien,
or loss of a benefit under or permit the acceleration of any material obligation, or result in
the creation of any Encumbrance upon any of the Network Entities under (a) any law
applicable to any of the Network Entities as they are operated on the date hereof or on the
Closing Date, (b) any judgment, decree or order of any court or Governmental Entity by
which any of the Network Entities are bound, or (c) any Contract to which any of the
Network Entities is a party as of the date hereof or as of the Closing, except to the extent
that any of the foregoing is duly discharged by the applicable Network Entity prior to or at
Closing without any liability or obligation of SUNY.
3.5 Transferred Assets. The assets of the Crouse Operations that are being conveyed
to SUNY under the Bill of Sale shall be conveyed free and clear of all Encumbrances, other than
Permitted Encumbrances. To Crouse’s Knowledge, the Purchased Assets being transferred to
SUNY on the Closing Date together with assets subject to the Operating Lease to be entered into
on the Closing Date are sufficient to permit SUNY to carry on the Crouse Operations after the
Closing as such Crouse Operations are being conducted on the date hereof.
3.6 Binding Effect. This Agreement is, and the Transaction Agreements to which
Crouse or CHH will become a party, upon execution will be, the valid and legally binding
obligation of Crouse and CHH, respectively, enforceable against Crouse and CHH in accordance
with their terms, limited only by bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors’ rights generally, or by equitable principles.
3.7 Permits and Approvals.
3.7.1 Schedule 3.7.1 is a true, an accurate and complete list of all material
Permits and Approvals currently owned or held by or issued to any Crouse Entity in
connection with the Crouse Operations, and except as set forth on Schedule. 3.17, such
Permits and Approvals constitute all material Permits and Approvals necessary for the
conduct of the business and operation of the Crouse Operations as currently conducted.
Crouse and/or the Crouse Entities are, and will be as of the Closing Date, the duly
authorized holders of such Permits and Approvals and in material compliance thereof, all
of which are in full force and effect and unimpaired. True and complete copies of all such
Permits and Approvals set forth on Schedule 3.7.1 have been delivered to SUNY.
3.7.2 Each of the Crouse Facilities (or, with respect to any leased Crouse
Facility, the space used therein by any of the Crouse Entities) is in material compliance
with all Permits and Approvals required by law, and in material compliance with all
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applicable laws. There are no provisions in, or restrictions relating to, any such Permits
and Approvals which preclude or limit any of the Crouse Entities, as applicable, from
operating any of the Crouse Facilities as they are currently operated. There is not now
pending or, to Crouse’s Knowledge, threatened, any action by or before any Governmental
Entity to revoke, cancel, rescind, suspend, restrict, modify or refuse to renew any of the
Permits and Approvals, and all of the Permits and Approvals are and shall be effective,
unrestricted and in good standing as of the Closing.
3.7.3 Schedule 3.7.3 is an accurate and complete list of all accreditations

and/or certifications held by any of the Crouse Entities, and, to Crouse’s Knowledge, such
accreditations and/or certifications constitute all accreditations and/or certifications
necessary for the conduct of the business and operation of the Crouse Operations as
currently conducted by the Crouse Entities. There is not now pending, nor to Crouse’s
Knowledge threatened, any action by any governing body to revoke, cancel, rescind,
suspend, restrict, modify, or non-renew any such accreditations and/or certifications, and
all such accreditations and/or certifications are and shall be effective, unrestricted and in
good standing as of the Closing.
3.7.4 To Crouse’s Knowledge, each of the Crouse Facilities (or, with respect
to any leased Crouse Facility, the space used therein by any of the Crouse Entities) is
operated in material compliance with all applicable laws and regulations to the extent
necessary for the current conduct of each business and its operations.
3.8 Intellectual Property.
3.8.1 Crouse and CHH own and will own at the Closing Date, or will be
licensed at the Closing Date, or will otherwise possess at the Closing Date all necessary
rights to use, all material Intellectual Property. A true and complete list of all material
Intellectual Property and the Crouse Entity that owns or licenses such material Intellectual
Property is set forth on Schedule 3.8.1.
3.8.2 Crouse and CHH have and will have at the Closing Date all rights and
approvals necessary to assign to SUNY, free of third-party claims of infringement or
unauthorized use, all rights of Crouse and CHH in and to the Intellectual Property that is
to be transferred to SUNY hereunder.
3.8.3 To Crouse’s Knowledge, there is no material unauthorized use,

disclosure, infringement or misappropriation of any Intellectual Property rights of Crouse
or CHH, any trade secret material of Crouse or CHH, or any intellectual property right of
any third party to the extent licensed by or through Crouse or CHH, by any third party,
including any employee or former employee of any of Crouse or CHH. Other than in the
ordinary course of business, there are no royalties, fees or other payments payable by
Crouse or CHH to any Person by reason of the ownership, use, sale or disposition of
Intellectual Property.
3.8.4 There are no known (a) registration, maintenance and renewal fees due
or (b) necessary documents and certificates that have not been filed, in each case in
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connection with the Intellectual Property, that are the responsibility of Crouse or CHH, and
are for the purposes of maintaining the Intellectual Property to be transferred to SUNY
hereunder.
3.8.5 Neither Crouse nor CHH has entered into any written agreement
granting to any Person the right to control the prosecution or registration of any of its
Intellectual Property.
3.9 Government Program Participation/Compliance.
3.9.1 CHH and CMP are eligible to receive payment without restriction under
Title XVIII of the Social Security Act (“Medicare”) and Title XIX of the Social Security
Act (“Medicaid”) and are currently participating “providers” or “suppliers” with valid and
current provider agreements and with one or more provider numbers with the federal
Medicare and the New York State Medicaid programs (the “Government Programs”).
3.9.2 CHH and CMP are in material compliance with the conditions of
participation for such Government Programs. Except as set forth in Schedule 3.9.2, there
is no pending or, to Crouse’s Knowledge, any threatened proceeding or investigation under
the Government Programs involving CHH or CMP, or any Person who as of the date hereof
or as of the Closing Date is an officer, director, trustee, employee or agent of any Crouse
Entity in connection with the Crouse Operations.
3.9.3 The cost reports of CHH for the Government Programs and for payment
or reimbursement of any other Agency Receivables for the fiscal years through December
31, 2018, required to be filed on or before the date hereof have been properly filed and are
complete and correct, except for claims or disputes that would not exceed One Million
Dollars ($1,000,000). CHH is in material compliance with filing requirements with respect
to cost reports and such reports do not knowingly claim, and neither Crouse nor any Crouse
Entity has knowingly received and retained, payment or reimbursement in excess of the
amount provided by law or any applicable agreement. Accurate copies of all such filed
cost reports for the three (3) most recent fiscal years of Crouse have been furnished to
SUNY. Accurate copies of the three (3) most recent “final settlements” for each
Government Program for which Crouse files cost reports also have been furnished to
SUNY.
3.9.4 Except as set forth on Schedule 3.9.4, (a) there are no claims, actions or
appeals pending or, to Crouse’s Knowledge, threatened before any commission, board,
agency, or audit contractor, including without limitation any MAC, Governmental Entity,
CMS, the Provider Reimbursement Review Board, Zone Program Integrity Contractor or
Recovery Audit Contractor, with respect to any Government Program cost reports or claims
filed on behalf of CHH, except for those arising in the ordinary course of business and that
individually do not exceed Twenty-Five Thousand Dollars ($25,000) and in the aggregate
do not exceed Two Hundred Thousand Dollars ($200,000); (b) there are no pending
disallowances by any commission, board, agency or audit contractor in connection with
any audit of such cost reports or claims that individually exceed Twenty-Five Thousand
Dollars ($25,000) or in the aggregate exceed Two Hundred Thousand Dollars ($200,000);
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(c) no validation review or program integrity review relating to CHH or the consummation
of the Transactions is being conducted by any commission, board, agency, Governmental
Entity, or audit contractor in connection with the Government Programs; and (d) no such
reviews are scheduled, pending or, to Crouse’s Knowledge, threatened against or affecting
any of the Crouse Entities or the consummation of the Transactions.
3.9.5 Except as set forth on Schedule 3.9.5, the billing practices of Crouse and
the Crouse Entities with respect to all direct or third party payors, including the
Government Programs and private insurance companies (including companies operating
managed care plans), are currently and have been since January 1, 2018, in material
compliance with all applicable and material Health Care Laws and billing polices of direct
and third party payors. Excluding routine, non-material, occasional overpayments that are
or have been subject to routine audits and corresponding adjustments and recoupments,
neither Crouse nor any Crouse Entity has, since January 1, 2016, billed, received and
retained any material payment or reimbursement in excess of amounts allowed by (a)
applicable Health Care Laws, (b) the applicable reimbursement rates established from time
to time by Government Programs, or (c) the terms of each participating provider agreement
or similar Contract or arrangements between a Crouse Entity, on one hand (in each case as
applicable), and private insurance companies (including companies operating managed
care plans), on the other.
3.9.6 No Crouse Entity has any material outstanding liabilities (a) to any third
party contractor administering claims for the Government Programs, (b) directly to the
Government Programs, (c) to any private insurance company (including companies
operating managed care plans), or (d) to any third party contractor administering claims for
private health insurance or managed care plans, in each case, for the recoupment of any
material amounts previously paid to any Crouse Entity by any such third party contractor,
Government Programs, or private health insurance company, nor to Crouse’s Knowledge,
is there a basis for any such recoupments, except as recorded as a contingent or actual
liability on the books of Crouse or any Crouse Entity, as applicable.
3.9.7 CHH has provided SUNY complete copies of the most recent DNV
accreditation survey report, deficiency list, and plan of correction, if any, as well as the
most recent survey report, deficiency list and plan of correction, if any, from any
Governmental Entity, in each case relating to the operation of the Crouse Operations, and
in each case CHH or the applicable Crouse Entity is duly implementing remediation of any
such deficiencies in material compliance with such plan.
3.9.8 None of the Crouse Entities nor to Crouse’s Knowledge, any current
director, member, officer, trustee or employee, nor any agent acting on behalf of or for the
benefit of any of the foregoing, has directly or indirectly in connection with the operations
of any of the Crouse Entities: (a) engaged in any activities which are prohibited or are
cause for civil monetary penalties, criminal sanctions or other legal sanctions from
Medicare or Medicaid under §§1320a-7, 1320a-7a, 1320a-7b or 1395nn of Title 42 of the
United States Code, the Federal False Claims Act, or the regulations promulgated pursuant
to such statutes or related state or local statutes; (b) offered or paid any remuneration, in
cash or in kind, or other thing of value, to, or made any financial arrangements with, any
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past, present or potential customers, past or present suppliers, patients, medical staff
members, contractors or third party payors of any of the Crouse Entities as an inducement
to, or in order to, or one purpose of which is to, obtain business or payments from such
Persons other than in the ordinary and lawful course of business; (c) given or agreed to
give, or is aware that there has been made or that there is any agreement to make, any
unlawful gift or gratuitous payment of any kind, nature or description (whether in money,
property or services) to any customer or potential customer, supplier or potential supplier,
contractor, third party payor or any other Person; (d) made or agreed to make, or is aware
that there has been made or that there is any agreement to make, any unlawful contribution,
payment or gift of funds or property to, or for the private use of, any governmental official,
employee or agent; (e) established or maintained any unrecorded fund or asset for any
purpose or made any misleading, false or artificial entries on any of its books or records
for any reason; (f) knowingly made a claim for payment or reimbursement to any payor
(including any Governmental Entity) that was false, fraudulent or misleading; (g)
knowingly retained any overpayment from any payor (including any Governmental
Entity); or (h) made, or agreed to make, or is aware that there has been made or that there
is any agreement to make, any payment to any Person with the intention or understanding
that any part of such payment would be used for any unlawful purpose or transactions or
for any purpose other than that described in the documents supporting such payment.
3.9.9 None of the Crouse Entities, nor to Crouse’s Knowledge, any member,
director, officer, trustee or employee of the foregoing, is a party to any Contract (including
any joint venture or consulting agreement) with any physician, health care facility, hospital,
nursing facility, home health agency or other Person who is in a position to make or
influence referrals to or otherwise generate business for any of the Crouse Entities, to
provide services, lease space, lease equipment or engage in any other venture or activity,
in a manner or to the extent that any of the foregoing is prohibited by law.
3.10 Regulatory Compliance. Each of the Crouse Entities (a) is in material compliance
with all applicable statutes, rules, regulations and requirements of Governmental Entities having
jurisdiction over each entity, including, without limitation, all Health Care Laws; and (b) has
timely filed all material forms, applications, reports, statements, data and other information
required to be filed with Governmental Entities.
3.11 Compliance Program and Related Matters.
3.11.1 The Crouse Entities have adopted compliance programs substantially of

the type described in the compliance guidance published by the Office of Inspector General
of the Department of Health and Human Services. Crouse has provided SUNY access to
correct copies of all material current compliance program policies of the Crouse
Entities. Except as set forth on Schedule 3.11.1, none of the Crouse Entities: (a) is a party
to a corporate integrity agreement with the Office of Inspector General of the U.S.
Department of Health and Human Services; (b) has any compliance-related reporting
obligations pursuant to any settlement agreement entered into with any Governmental
Entity; (c) has been a defendant in any unsealed qui tam/False Claims Act litigation since
January 1, 2016; or (d) has been served with or received, since January 1, 2016, any search
warrant, subpoena, criminal investigative demand or civil investigative demand by or from
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any federal or state enforcement agency (except in connection with unrelated third parties
who may be defendants or the subject of investigation into conduct unrelated to the conduct
of the Crouse Entities). Since January 1, 2016, each of the Crouse Entities, as applicable,
has conducted its business and operations in material compliance with its compliance
program.
3.11.2 Subject to preservation of the applicable peer review privilege, CHH

and CMP have provided SUNY with a list of any known CMS, Inspector General of the
U.S. Department of Health and Human Services, DOH, Office of Professional Medical
Conduct, Office of the New York State Medicaid Inspector General, New York Medicaid
Fraud Control Unit, or other state or federal Governmental Entity investigations of
employed or non-employed physicians that have furnished services at Crouse or any
Crouse Entity at any time since January 1, 2018.
3.12 Contracts. Crouse represents and warrants to SUNY as of the date that is the forty-
fifth (45th) day following the execution of this Agreement by Crouse and CHH and as of the
Closing Date as follows:
3.12.1 Schedule 3.12(a) sets forth each Contract to which any Crouse Entity is
a party. Schedule 3.12(a) sets forth and denotes such Contracts that would reasonably be
expected to result in payments to or from any Crouse Entity in excess of One Hundred
Fifty Thousand Dollars ($150,000) in the aggregate over the term of the Contract (such
Contracts, the “Material Contracts”). Each Assigned Contract and each Material Contract
is valid and existing, and the applicable Crouse Entity has duly performed, in all material
respects, its obligations under each Assigned Contract and each Material Contract to which
it is a party to the extent that such obligations to perform have accrued. Except as set forth
on Schedule 3.12(b), no breach or default, alleged breach or default, or event or condition
which would (with the passage of time, notice or both) constitute a material breach or
default under any Assigned Contract or Material Contract by the applicable Crouse Entity
or, to Crouse’s Knowledge, any other party or obligor with respect thereto, has occurred or
exists. Schedule 3.12(c) identifies those Assigned Contracts or Material Contracts (i) with
change of control provisions that would be triggered by the Transaction, or (ii) that require
a third party’s consent to assignment in order for the applicable Crouse Entity to assign
such Assigned Contract to SUNY in accordance with the terms of this Agreement. Except
as listed on Schedule 3.12(a), Crouse has delivered to SUNY complete copies of all
Assigned Contracts and all Material Contracts.
3.13 Tangible Personal Property. The Tangible Personal Property used in connection
with Crouse Operations has been, and will be as of the Closing Date, maintained in accordance
with industry standards and are in good working order and repair, subject to normal wear and tear,
and usable for their intended purposes. No Person other than the Crouse Entities or lessors under
an equipment lease to a Crouse Entity, has any interest in any Tangible Personal Property held or
used in connection with Crouse Operations.
3.14 Employees and Employee Relations.
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3.14.1 Except as set forth on Schedule 3.14.1, with respect to the operations of
each of the Crouse Entities, (a) during the prior three (3) years there has been no, and there
currently is no pending, or to Crouse’s Knowledge, threatened employee strike, work
slowdown or stoppage or labor dispute, (b) no union representation question exists or, for
the prior three (3) years, has existed respecting any employees, (c) no demand has been
made within the prior three (3) years for recognition by a labor organization by or with
respect to any employees, (d) no union organizing activities by or with respect to any
employees of any Crouse Entity took place during the prior three (3) years or are currently
taking place, (e) no collective bargaining agreement exists or is in the process of being
negotiated, (f) during the prior three (3) years there has been no, and there currently is no,
unfair labor practice charge pending before the National Labor Relations Board, and (g)
there has never been any strike, dispute, slowdown, or stoppage against or involving the
Crouse Operations nor is there any pending or, to Crouse’s Knowledge, threatened. In
addition, except as set forth on Schedule 3.14.1, (i) each of the Crouse Entities is in material
compliance with all laws respecting employment and employment practices, labor
relations, benefits, terms and conditions of employment, discrimination, harassment,
retaliation, whistleblowers, equal employment opportunity, work authorization, worker
classification, mass layoffs and plant closings, and wages and hours, (ii) none of the Crouse
Entities is engaged or has been engaged in any unfair labor practices, (iii) there are no
pending or, to Crouse’s Knowledge, threatened lawsuits, complaints or charges before any
Governmental Entity involving any of the Crouse Entities regarding employment
discrimination, harassment, or retaliation, safety, or other employment-related charges or
complaints, wage and hour claims, unemployment compensation claims, workers’
compensation claims or the like, (iv) to Crouse’s Knowledge, no current director, manager,
officer or employee of any of the Crouse Entities is currently being investigated for
discrimination, sexual harassment or sexual misconduct, (v) since January 1, 2018, there
have not been any actual or, to Crouse’s Knowledge, threatened allegations of
discrimination, sexual harassment or sexual misconduct against any current or former
director, manager, officer or employee of any of the Crouse Entities, and, to Crouse’s
Knowledge, no event has occurred, or circumstance exists, that would serve as a reasonable
basis for any such allegation of discrimination, sexual harassment or sexual misconduct,
and (vi) since January 1, 2016, none of the Crouse Entities has entered into any settlement
agreement related to actual or threatened allegations of discrimination, sexual harassment
or sexual misconduct by any current or former director, manager, officer or employee of
any of the Crouse Entities.
3.14.2 No later than forty-five (45) days prior to Closing, as reasonably

estimated by the Parties, Crouse shall deliver to SUNY a complete list of all Employees
who are providing services in connection with Crouse Operations, including each person’s
name, title or position, date of hire, whether such person is actively at work or on a leave
of absence, whether such person is represented by a union, accrued and unused paid
vacation, sick leave and other paid leave, the identity of such Employees covered by the
flexible spending plans (including elections with respect thereto), hourly base rate of pay,
and scheduled hours, or, as applicable, salary level, and other compensation (including
incentive compensation and productivity targets related to same).
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3.15 Litigation or Proceedings. Schedule 3.15 contains a current and accurate list and
summary description of all litigation and proceedings against or relating to any of the Crouse
Entities or Crouse Operations (including Governmental Entity and third party payor audits and
related proceedings), as well as settlements and judgments, injunctions, orders, arbitration awards
or conciliation agreements under which any of the Crouse Entities has current or future obligations.
Except as set forth on Schedule 3.15, to Crouse’s Knowledge, there is no threatened material
litigation or proceeding against or relating to any of the Crouse Entities or Crouse Operations. To
Crouse’s Knowledge, no event has occurred and no circumstance exists that is reasonably likely
to give rise to or serve as the basis for the commencement of any material litigation or proceeding.
3.16 Tax Matters. Except as set forth on Schedule 3.16:
3.16.1 all material federal, state and local sales and use tax returns, value-added
tax returns, ad valorem tax returns, real estate and personal property tax returns, employee
payroll tax returns, withholding tax returns and employee unemployment tax returns
(including any reports, similar statements or any schedules or other attachments thereto),
for periods prior to and including the Closing Date which are required to be filed by any
Crouse Entity with any Governmental Entity (collectively, “Returns”) have been filed or
will be filed within the time and in the manner provided by law (including any applicable
extensions), and all Returns are or will be true and accurately reflect the tax liabilities of
such party in all material respects, and all amounts shown as due have been or will be paid
on a timely basis;
3.16.2 all material federal, state, county and local payroll, withholding,
employment, social security, unemployment compensation, disability, real property,
personal property, tangible, sales, use, and value-added taxes for which any Crouse Entity
may have any liability imposed by any Governmental Entity (inclusive of any and all
penalties, interest or other statutory additions relating to the foregoing) which have become
or are due with respect to the Crouse Operations and any assessments received by any
Crouse Entity, have been or by the Closing Date will be paid regarding any period ended
on or prior to the Closing Date;
3.16.3 other than the Permitted Encumbrances, there are no tax liens on any
Crouse Entity or any of the Owned Real Property, and, to Crouse’s Knowledge, there is no
basis for the assertion of any such tax liens;
3.16.4 to Crouse’s Knowledge, proper and accurate amounts have been

withheld or collected by each of the Crouse Entities for all periods prior to the Closing
Date in material compliance with the payroll tax and other withholding provisions of all
applicable laws, and all of such amounts have been timely, duly and validly remitted to the
proper taxing authority, and all Internal Revenue Service Forms W-2 and 1099 (and any
and all state or local analogues) with respect thereto have been timely filed with the proper
taxing authority; and
3.16.5 no audit, or other examination of any material Return is presently in

progress, and no notice of a material claim or pending investigation has been received or
has been threatened alleging that any Crouse Entity has a duty to file material Returns and
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pay material taxes or is otherwise subject to the taxing authority of any jurisdiction in any
manner relating to the Crouse Facilities (or, with respect to any leased Crouse Facility, the
space used therein by any Crouse Entity), or the Crouse Operations, nor has any Crouse
Entity received any notice or questionnaire from any jurisdiction in connection therewith
which suggests or asserts that it may have a duty to file such Returns and pay such taxes,
or otherwise is subject to the taxing authority of such jurisdiction, and none of the Crouse
Entities executed a waiver of any statute of limitations or other extension of the period for
the assessment or collection of any tax.
3.17 Environmental Matters. Notwithstanding any provisions to the contrary in this

Agreement, other than Sections 3.2 (Powers; Consents; Absence of Conflicts With Other
Agreements, etc.); 3.12 (Contracts); 3.21 (Absence of Changes); 3.22 (Crouse Real Property;
Leased Real Property; Crouse Facilities); and 3.24 (Insurance), this Section 3.17 is the exclusive
Section containing representations and warranties covering environmental matters and
Environmental Laws.
3.17.1 Except as set forth on Schedule 3.17.1, each of the Crouse Entities has
for the past five (5) years materially complied and is in compliance in all material respects
with all applicable Environmental Laws.
3.17.2 Except set forth on Schedule 3.17.2, there are no administrative or

judicial proceedings pending, or to Crouse’s Knowledge, threatened against any Crouse
Entity, and in the past five (5) years, or earlier for matters that remain unresolved, none of
the Crouse Entities has received, or been threatened with, any written notice, written
request for information from a Governmental Entity, penalty, demand, letter, citation,
summons, complaint or claim, in each case alleging that any Crouse Entity is or has been
in material violation of or is responsible for any material liability under any Environmental
Law, and except in the ordinary course of business none of the Crouse Entities has assumed
any material liability of any Person by Contract or operation of law, relating to
Environmental Laws or Hazardous Materials.
3.17.3 (a) Except as set forth on Schedule 3.17.3(a), each of the Crouse Entities
currently has and maintains all Environmental Permits necessary to operate the Crouse
Facilities (or, with respect to any leased Crouse Facility, the space used therein by any
Crouse Entity) and the Crouse Operations as they are currently operated; (b) there are no
provisions in, or restrictions relating to, any such Environmental Permits which preclude
any of the Crouse Entities, as applicable, from operating any of the Crouse Facilities as
they are currently operated; (c) Schedule 3.17.3(c) sets forth a true and complete list of all
such Environmental Permits, all of which are valid and in full force and effect; (d) to the
extent that any application to renew any of the current Environmental Permits has been due
in order to timely renew such Environmental Permit, each of the Crouse Entities has timely
filed applications for such Environmental Permits, and no action or proceeding is pending
or, to Crouse’s Knowledge, threatened to revoke, cancel, rescind, suspend, terminate,
restrict, modify or refuse to renew any of such Environmental Permits; and (e) except as
set forth on Schedule 3.17.3(e), all of the Environmental Permits listed on Schedule
3.17.3(c) are transferable and none require consent, notification, or other action to remain
in full force and effect following consummation of the transactions contemplated hereby;
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3.17.4 (a) Except as set forth on Schedule 3.17.4(a), to Crouse’s Knowledge,
none of the following is currently present at, and no Crouse Entity has currently or formerly
owned, used or operated any of the following at, any of the Crouse Facilities, the Owned
Real Property or the Leased Real Property: (i) underground storage tanks or piping
associated with such tanks; or (ii) any dump, landfill or other unit for the treatment or
disposal of Hazardous Materials. Except as set forth on Schedule 3.17.4(b), to Crouse’s
Knowledge, none of the following is currently present at any of the Crouse Facilities, the
Owned Real Property or the Lease Real Property: (i) toxic mold; (ii) emergency generators;
or (iii) asbestos containing materials or PCBs.
3.17.5 Except as set forth on Schedule 3.17.5, there has been no Release of
Hazardous Materials at, on, or from the Crouse Facilities, the Owned Real Property or the
Leased Real Property, nor was there such a Release at any real property formerly owned
by any Crouse Entity during the period owned by a Crouse Entity, in each case such that
any Crouse Entity is, or any Crouse Entity or SUNY, following the Closing, would
reasonably be expected to have material liability with respect to such Release of Hazardous
Materials.
3.17.6 Except as set forth on Schedule 3.17.6, none of the Crouse Facilities,
the Owned Real Property, or the Leased Real Property is listed or, to Crouse’s Knowledge,
proposed to be listed, on the CERCLA National Priorities List or, to Crouse’s Knowledge,
on any other publicly available governmental database that indicates that remediation under
Environmental Law is required.
3.17.7 Except as set forth on Schedule 3.17.7, no Crouse Entity has arranged,
by contract, agreement, or otherwise, for the transportation, disposal or treatment of
Hazardous Materials at any location such that any Crouse Entity has been found or alleged
to be liable or any Crouse Entity or SUNY, following the Closing, could reasonably be
expected to be liable for investigation or cleanup of such location pursuant to
Environmental Laws;
3.17.8 Crouse has furnished or made available to SUNY copies of all

environmental assessment, investigation, and remediation reports and to the extent created
in the past five (5) years any environmental audit reports, and any other material documents
in its possession or under its control that address any of the Crouse Entities’ compliance
with Environmental Laws at, or the environmental condition of, the Crouse Facilities, the
Owned Real Property or the Leased Real Property or any real property formerly owned,
operated or leased by any of the Crouse Entities.
3.18 Immigration Act.
3.18.1 Each of the Crouse Entities is in material compliance with the terms and
provisions of the Immigration Act and all other immigration laws with respect to the
Crouse Operations, including the terms and provisions requiring the completion, retention
and updating of Form I-9 (Eligibility Verification Form) and all other terms and provisions
requiring the preparation, procurement and retention of records and documents.
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3.18.2 None of the Crouse Entities has received any written notice of any actual
or potential violation of any provision of the Immigration Act (it being acknowledged that
receipt of Social Security Administration “no match letters” does not constitute notice of
any actual or potential violation of any U.S. law); and
3.18.3 There are no, and there have not been within the past two (2) years any,
citations, investigations, administrative proceedings or formal complaints of violations of
the immigration laws imposed, pending or, to Crouse’s Knowledge, threatened before the
U.S. Department of Homeland Security (including the U.S. Citizenship and Immigration
Services, U.S. Immigration and Customs Enforcement, or U.S. Customs and Border
Protection), DOL or before any other Governmental Entity against or involving any of the
Crouse Entities.
3.19 OSHA. Notwithstanding any provision to the contrary in this Agreement, except
for Section 3.17, this Section 3.19 is the exclusive Section containing representations and
warranties relating to employee health and safety matters. Except as set forth in Schedule 3.19:
3.19.1 each of the Crouse Entities are, and for the past five (5) years have been,
in material compliance with all applicable laws relating to employee health and safety with
respect to the Crouse Operations; and
3.19.2 none of the Crouse Entities has received any written notice from any
Governmental Entity or any other Person that employee safety or health conditions at
Crouse Operations site materially violate any applicable OSHA law or otherwise will be
made the basis of any claim, proceeding, or investigation, based on OSHA violations that
remain outstanding or unresolved.
3.20 Inventory. All Inventory on hand on the Execution Date and to be on hand on the
Closing Date consists and will consist of items of a quality useable in the ordinary course of
business and in quantities that are generally consistent with the average level of Inventory of
Crouse Hospital and the Related Healthcare Operations during each of the preceding three (3)
years.
3.21 Absence of Changes. Between the date of Crouse’s last audited financials and the
date hereof, except as set forth on Schedule 3.21, there have not been any transactions or
occurrences in which any of the Crouse Entities, in connection with the Crouse Operations, have:
3.21.1 suffered any material damage, destruction or loss with respect to or

affecting any of the Crouse Facilities (or, with respect to any leased Crouse Facility, the
space used therein by any Crouse Entity) or the Crouse Operations;
3.21.2 materially written down or written up the value of any Inventory

(including write-downs by reason of shrinkage or markdowns), other than in the ordinary
course of business;
3.21.3 disposed of, modified, or permitted to lapse, any right to the use of any
Intellectual Property, other than in the ordinary course of business;
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3.21.4 sold, transferred, relinquished or disposed of any assets or rights with a
value in excess of One Hundred Thousand Dollars ($100,000), other than inventory,
obsolete tangible personal property or real property under lease disposed of by any Crouse
Entity in the ordinary course of business, consistent with past practice;
3.21.5 been threatened in writing with, or incurred, any material liability

relating to any Contract or waived any material claim relating to Crouse Operations, other
than in the ordinary course of business;
3.21.6 suspended operation of, or closed any departments (or material service),
clinics or health services or material educational programs, or otherwise terminated or took
action to terminate such operations;
3.21.7 filed for bankruptcy;
3.21.8 taken any other action that would be materially contrary to the specific
terms of this Agreement as of the Closing Date; or
3.21.9 agreed, so as to legally bind SUNY following the Closing, or so as to

affect the Crouse Facilities or the Crouse Operations, whether in writing or otherwise, to
take any of the actions set forth in this Section 3.21.9 and not otherwise permitted by this
Agreement, other than in the ordinary course of business.
3.22 Crouse Real Property; Leased Real Property; Crouse Facilities.
3.22.1 Schedule 3.22.1 sets forth a true, correct and complete list of the
common names and addresses of the real property owned by any Crouse Entity (which,
including the buildings, structures, improvements, fixtures and non-moveable equipment
located thereon, if any, are referred to herein as the “Owned Real Property”). Crouse or
the applicable Crouse Entity owns good and insurable fee simple title to the Owned Real
Property, in each case, free and clear of Encumbrances except for Permitted Encumbrances.
To the extent in the possession of Crouse, true and complete copies of (a) all deeds and
other instruments (as recorded) by which such Crouse Entity acquired its interest in such
Owned Real Property and (b) all title reports, surveys, title policies and encumbrances of
record with respect to the Owned Real Property have been delivered to SUNY. There are
no (i) unexpired option to purchase agreements, rights of first refusal or first offer or any
other rights to purchase or otherwise acquire any Owned Real Property or any portion
thereof in favor of any third party and (ii) there are no other outstanding rights or
agreements to enter into any contract for sale, ground lease or letter of intent to sell or
ground lease any Owned Real Property or any portion thereof.
addresses of all real property leased, subleased or otherwise occupied by Crouse or CHH
(individually and collectively as the context may require, the “Leased Real Property”) and
a true, correct and complete list of all leases, together with all amendments, modifications,
renewals and extensions related thereto pursuant to which Crouse or a Crouse Entity is a
lessee, sublessee, or occupant of the Leased Real Property (the “Crouse Leases”). Crouse
or the applicable Crouse Entity holds a good and valid leasehold interest to the Leased Real
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Property, in each case, free and clear of Encumbrances except for Permitted Encumbrances.
True and complete copies of the Crouse Leases have been provided to SUNY. Each Crouse
Lease is in full force and effect, (a) the applicable Crouse Entity is not in default or breach
thereunder and, to Crouse’s Knowledge, the other party thereto is not in material default or
material breach thereof; and (b) to Crouse’s Knowledge, no event has occurred which, with
the passage of time or the giving of notice or both, would cause a material breach of or
default under such Crouse Lease by any party thereto.
3.22.3 The Owned Real Property and the Leased Real Property constitute all
real property used by Crouse in the operation of the Crouse Operations.
3.22.4 The Acquired Real Property and the Leased Real Property will be
conveyed to SUNY free and clear of any and all liens, encumbrances or other restrictions
except the Permitted Encumbrances.
3.22.5 Except as otherwise disclosed in Schedule 3.22.5: (a) there are no

pending or, to Crouse’s Knowledge, threatened, condemnation proceedings, suits or
administrative actions relating to the Owned Real Property or, with respect to the Leased
Real Property, the space used therein by any Crouse Entity; (b) other than the rights of
tenants arising under Space Leases (defined in Section 3.22.9 below), there are no
Contracts granting to any party or parties the right of use or occupancy of any portion of
the Owned Real Property or the Leased Real Property; (c) there are no parties (other than
tenants under Space Leases) in possession of any portion of the Owned Real Property or
the Leased Real Property; (d) none of the Crouse Entities has received written notice of
any special tax assessment which may affect the Owned Real Property or, with respect to
any Leased Real Property, the space used therein by any Crouse Entity; and (e) the Owned
Real Property and Leased Real Property are, and until Closing shall be, insured against
casualty on a full replacement cost basis by one or more insurance policies maintained by
Crouse or a Crouse Entity.
3.22.6 To Crouse’s Knowledge, each of the following systems of the Owned

Real Property, and to the extent under the control of Crouse, the Leased Real Property:
roofing, sewage, foundation, floors, plant, machinery, transformers, duct work, cable,
wires, and other equipment, facilities, and systems designed to supply heat, ventilation, air
conditioning and humidity or any other services or utilities, or comprising or serving as
any component or portion of the electrical, gas, steam, plumbing, sprinkler,
communications, alarm, security, or fire/life/safety systems or equipment, or any other
mechanical, electrical, electronic, computer or other systems or equipment (collectively,
the “Systems and Equipment”) are suitable, adequate and sufficient in all material respects
for the purposes for which such Owned Real Property and Leased Real Property are used.
3.22.7 To Crouse’s Knowledge, all public utilities, including water, sewer, gas,
electricity, telephone and other utilities, required for the operation of the Crouse Facilities
as operated on the date hereof, or any portion thereof, are either supplied through adjoining
public streets or, if they pass through adjoining public land, to Crouse’s Knowledge, do so
in accordance with valid public or private easements. To Crouse’s Knowledge, all of said
public utilities are installed and operating and provide adequate service to operate the
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Crouse Facilities. Except as set forth on Schedule 3.22.7, none of the Crouse Entities has
received written notice from any public utility regarding (a) any arrearages, fines or
penalties relating to utility services to the Crouse Facilities which are due and payable by
any Crouse Entity or (b) change (pending, proposed or actual) in utility service or fees
therefor. The Assigned Contracts listed on Schedule 1.1.9 are the management, franchise,
services or other agreements with respect to the operations or management of the Crouse
Facilities (or, with respect to any leased Crouse Facility, the space used therein by any
Crouse Entity).
3.22.8 To Crouse’s Knowledge, no part of the Owned Real Property or, with
respect to any Leased Real Property, the space used therein by any Crouse Entity, is subject
to any building or use restrictions which substantially restrict or prevent the use of the
Owned Real Property or, with respect to any Leased Real Property, the space used therein
by any Crouse Entity, as currently operated and, to Crouse’s Knowledge, all uses of the
Owned Real Property or, with respect to any Leased Real Property, the space used therein
by any Crouse Entity, conform in all material respects with applicable laws, rules,
regulations and ordinances imposed by any Governmental Entity. To Crouse’s
Knowledge, the Owned Real Property is zoned or permitted for their current uses by the
applicable Crouse Entity, and all required Permits and Approvals and Environmental
Permits necessary for the current uses of the Owned Real Property or, with respect to any
Leased Real Property, the space used therein by a Crouse Entity, have been obtained and
are in full force and effect.
addresses of all real property leased or subleased by Crouse or CHH to a third party and a
true, correct and complete list of all leases, together with all amendments, modifications,
renewals and extensions related thereto pursuant to which Crouse or a Crouse Entity is a
lessor, or sublessor (the “Space Leases”). True and complete copies of the Space Leases
have been provided to SUNY. As of the date hereof, fixed rent and any additional charge
due under any Space Lease are being billed to the tenants or subtenants in accordance with
the terms of the Space Leases. Except as set forth on Schedule 3.22.9, (a) each such Space
Lease is valid and in full force and effect, has not been amended and none of the Crouse
Entities is in material default or breach thereunder and, to Crouse’s Knowledge, the other
party thereto is not in material default or material breach thereof; (b) to Crouse’s
Knowledge, no event has occurred which, with the passage of time or the giving of notice
or both, would cause a material breach of or default under any such Space Lease by any
Crouse Entity; and (c) as of the date hereof, no tenant is in arrears in the payment of any
such rent for more than one (1) calendar month, and no tenant is entitled to “free” rent or
tenant improvement allowances except as set forth on Schedule 3.22.9.
3.23 No Undisclosed Liabilities. Crouse has delivered to SUNY complete copies of the
audited consolidated financial statements of Crouse and affiliates, which include the Crouse
Entities, for the three (3) years ended December 31, 2020 (the “Crouse Financials”). Except as set
forth on Schedule 3.23, the Crouse Financials were prepared in accordance with GAAP, applied
on a consistent basis throughout the period presented, and present fairly in all material respects the
financial condition and results of operation of the Crouse Entities as of the dates and for the periods
indicated therein. Except as reflected on the December 31, 2020 audited consolidated balance
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sheet as of December 31, 2020 contained in the Crouse Financials (the “December Balance Sheet”)
or as set forth on Schedule 3.23, there are no material liabilities of any Crouse Entity of any nature
(whether accrued, absolute, contingent or otherwise) that are of a type required to be disclosed or
reflected in financial statements of the Crouse Entities in accordance with GAAP except for (a)
liabilities reflected or reserved against in the Crouse Financials (including the notes thereto) and
(b) liabilities incurred in the ordinary course of business consistent with past practice.
3.24 Insurance. Schedule 3.24 sets forth a complete list of all insurance policies or self-
insurance funds maintained by any of the Crouse Entities for the two (2) year period prior to the
Execution Date covering the ownership and operation of the Crouse Operations, indicating the
types of insurance, policy numbers, terms, identity of insurers and amounts and coverage
(including applicable deductibles). Each of the Crouse Entities, as applicable, has made all
payments required to maintain all policies of insurance set forth on Schedule 3.24 in full force and
effect. Such policies are now and will be until the Closing in full force and effect with no premium
arrearages. None of the Crouse Entities has received any written notice of default under any such
policy or notice of any pending or threatened termination or cancellation, coverage limitation or
reduction or material premium increase with respect to any such policy that has not been resolved.
3.25 Employee Benefit Plans. Notwithstanding any provision to the contrary in this
Agreement, this Section 3.25 is the exclusive Section containing representations and warranties
covering employee benefit plans.
3.25.1 Schedule 3.25.1 contains an accurate and complete list of all the
following plans or other Contracts covering (a) any employee of any Crouse Entity, or (b)
any member of the ERISA Controlled Group (as hereinafter defined) who provides or
provided services in connection with the Crouse Operations (collectively, the
“Employees”), which are presently in effect and/or currently provide for employee benefits
or the remuneration of current or former Employees or dependents of such Employees:
(i) employee benefit plans within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA;
and (ii) any other employee benefit plan, fund, agreement, program, policy, or
arrangement, whether written or unwritten, formal or informal, and whether or not subject
to ERISA, including each retirement, medical, surgical, hospital or other health plan,
disability, sick leave or other form of salary continuation plan, severance pay plan or
arrangement, educational assistance or tuition reduction plan, vacation or other paid time-
off program and any other type of welfare benefit plan and any employment, bonus,
incentive, consulting, change in control or retention agreement, plan or policy of which
any Crouse Entity, or any member of the ERISA Controlled Group, currently sponsor or
maintain, or to which they have any outstanding present or future obligations to contribute
or other liability, whether voluntary, contingent or otherwise (collectively, the “Crouse
Plans”). For purposes of this Agreement, the “ERISA Controlled Group” is the group
determined pursuant to ERISA Section 4001 and Internal Revenue Code Sections 414(b)
and (c) of which any Crouse Entity is a member.
3.25.2 With respect to each Crouse Plan, and except as set forth on Schedule
3.25.2, Crouse has heretofore delivered or made available to SUNY complete copies, as
applicable, of (a) the Crouse Plan documents and any amendments thereto; (b) the most
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recent summary plan description together with the summaries of material modifications
thereto, if any, required under ERISA; (c) the three most recent Annual Reports (Forms
5500) with all accompanying schedules and attachments filed with the DOL; (d) the most
recent actuarial valuation or financial statement; (e) all related trust agreements, insurance
Contracts, and other funding arrangements; (f) the most recent Crouse Plan year’s
discrimination test results; (g) all material written contracts relating to each Crouse Plan,
including administrative service agreements and group insurance Contracts; (h) as to any
vacation, salary continuation, personal days or other paid time-off program, the total dollar
amount accrued under each such program to date; and (i) all material Crouse Plan-related
correspondence with a Governmental Entity. Each Crouse Plan that is intended to be
qualified under Section 401(a) of the Internal Revenue Code (x) complies in all material
respects with ERISA and the Internal Revenue Code and all applicable laws, (y) has been
operated in material compliance with the terms thereof, and (z) has received a favorable
determination letter from the Internal Revenue Service, and there are not any known
currently existing circumstances that could result in a revocation of any such determination.
3.25.3 Except as set forth on Schedule 3.25.3, none of the Crouse Entities, or
any member of the ERISA Controlled Group, currently maintains, sponsors, contributes
to, or has, since January 1, 2017, maintained, sponsored, or contributed to, or has any
material liability (contingent, secondary or otherwise) under (or with respect to) (a) any
“defined benefit plan” (as defined in Section 3(35) of ERISA), (b) any “multiemployer
plan” (as defined in Section 3(37) of ERISA), or (c) otherwise has any material liability
(contingent, secondary or otherwise) under Title IV of ERISA. There has been no
application for or waiver of the minimum funding standards imposed by Section 302 of
ERISA and Section 412 of the Internal Revenue Code with respect to any Crouse Plan; no
Crouse Plan has an “accumulated funding deficiency” within the meaning of Section 412
or Section 431 of the Internal Revenue Code or “aggregate unpaid minimum required
contributions” within the meaning of Section 412 of the Internal Revenue Code; there has
been no “reportable event” (within the meaning of Section 4043 of ERISA) with respect to
any Crouse Plan, and sufficient accruals for all contributions and other payments required
under any Crouse Plan for any period ending on or before the Closing that are not yet due
are duly and fully provided for in the Crouse Financials.
3.25.4 Except as set forth on Schedule 3.25.4, there are no actions, audits or
claims pending or, to Crouse’s Knowledge, threatened against any Crouse Entity with
respect to the maintenance or operation of the Crouse Plans, other than routine claims for
benefits.
3.25.5 The members of Crouse’s ERISA Controlled Group have complied in

all material respects with all of the continuation coverage requirements of Section 1001 of
the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, Section 4980B
of the Internal Revenue Code, as amended, and ERISA Sections 601 through 608 and with
the requirements of Section 5000 of the Internal Revenue Code.
3.25.6 Except as set forth on Schedule 3.25.6, none of the Crouse Entities has
any policy or practice, or any employee benefit plan, which provides for retiree medical
coverage, other than as required pursuant to COBRA.
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3.25.7 Each Crouse Plan that is also a “group health plan” for purposes of the
Patient Protection and Affordable Care Act of 2010 (Pub. L. No. 111-148) and the Health
Care and Education Reconciliation Act of 2010 (Pub. L. No. 111-152) (collectively, the
“Affordable Care Act”) is in material compliance with the applicable terms of the
Affordable Care Act. Each Crouse Entity offers minimum essential health coverage,
satisfying affordability and minimum value requirements, to their full-time employees
sufficient to prevent liability for assessable payments under Section 4980H of the Internal
Revenue Code.
3.25.8 Except as set forth on Schedule 3.25.8, the consummation of any or all
of the Transactions hereunder will not (either alone or upon the occurrence of any
additional or subsequent events) (a) accelerate the time of payment, funding or vesting,
trigger any payment of compensation or benefits or forgiveness of indebtedness under,
increase the amount payable under or trigger any other obligation pursuant to, any of the
Crouse Plans; (b) increase the amount of compensation due to any current or former
employee of any Crouse Entity; or (c) limit or restrict the right of any Crouse Entity to
amend, terminate or transfer the assets of any Crouse Plan on or following the Closing,
except as required by applicable law.
3.26 Privacy and Data Security.
3.26.1 Each Crouse Entity’s receipt, collection, monitoring, maintenance,

creation, transmission, use, analysis, disclosure, storage, disposal and security of Personal
Information has materially complied, and materially complies, with (a) any Contracts or
terms of use to which any such entity is a party, (b) applicable Information Privacy and
Security Laws, (c) PCI DSS, and (d) all consents and authorizations that apply to Crouse’s
or any Crouse Entity’s receipt, access, use and disclosure of Personal Information.
3.26.2 Each Crouse Entity has implemented and maintains an information

security program that materially complies with applicable Information Privacy and
Security Laws and industry standards with respect to: (a) the identification of internal and
external risks to the security of any proprietary or confidential information in its
possession, including Personal Information and the rights and freedoms of the subjects of
that Personal Information; (b) the monitoring and protecting of Personal Information and
all IT Assets against any unauthorized use, access, interruption, modification or corruption;
(c) the implementation, monitoring, and maintenance of appropriate, adequate and
effective administrative, organizational, technical, and physical safeguards to control the
risks described above in (a) and (b); (d) is described in written data security policies and
procedures; (e) the assessment of its data security practices, programs and risks (including
HIPAA security risk assessments, penetration tests, and vulnerability scans); and (f) the
maintenance of incident response and notification procedures in compliance with
applicable Information Privacy and Security Laws, including in the case of any breach of
security compromising Personal Information. Each Crouse Entity takes and has at all times
taken substantially all reasonable steps to ensure that any Personal Information collected
or handled by authorized third parties acting on behalf of such entity provides similar
safeguards, in each case, in material compliance with applicable Information Privacy and
Security Laws and consistent with general industry standards.
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3.26.3 Except as set forth on Schedule 3.26.3, to Crouse’s Knowledge, within
six (6) years of the Execution Date, there has been no unauthorized access, use, acquisition
or disclosure of any Personal Information, owned, used, stored, received or controlled by
or on behalf of any Crouse Entity. Each Crouse Entity has identified, documented,
investigated, contained, eradicated and remediated each known breach of the security of
any Personal Information or IT Asset.
3.26.4 To Crouse’s Knowledge, there are no orders, investigations, complaints

or actions pending or threatened against any Crouse Entity or its “workforce” (as defined
under HIPAA) by any Person or by or before any Governmental Entity for: (a) a violation
of any Information Privacy and Security Laws; (b) any alleged “breach” (as defined in 45
C.F.R. § 164.402); or (c) any Crouse Entity’s processing of Personal Information.
3.27 Related Party Transactions. Except as set forth on Schedule 3.27, no director,
trustee, officer, or employee of, or physician employed by any Crouse Entities, currently has any
direct or indirect interest in any material property or assets owned by any the Crouse Entity or any
interest in the material leased property or assets. Since January 1, 2015, no director, trustee, officer
or employee of any Crouse Entity has engaged in any material transaction, or is currently a party
to any Material Contract, with any Crouse Entity, including any agreement, arrangement or
understanding, written or oral, providing for the employment of, furnishing of services by, rental
of real or personal property from or otherwise requiring payment to any such person (other than
employment or service agreements entered into in the ordinary course of business and, if for a
value of greater than Fifty Thousand Dollars ($50,000) per year, set forth on Schedule 3.27). Since
January 1, 2015, none of the Crouse Entities has entered into any transaction which has constituted
or may constitute an “excess benefit transaction” within the meaning of Section 4958 of the
Internal Revenue Code.
3.28 Books and Records. Crouse has made available to SUNY copies of the books of
account and other similar records (including policies and procedures) of each Crouse Entity. To
Crouse’s Knowledge, such books and records are true and complete in all material respects and
have been maintained in all material respects in accordance with sound business practices,
including the maintenance of an adequate system of internal controls.
3.29 Restricted Funds. Any funds held by any of the Crouse Entities as of the date hereof
that are restricted and designated for the benefit of any of the Crouse Operations, or any of the
Crouse Entities, are set forth on Schedule 3.29. Following the Closing, such funds shall (unless
otherwise directed by the AG or a court of competent jurisdiction) continue to be (a) held by the
applicable Crouse Entity and (b) administered consistent with their terms following the Closing
Date, and, if so consistent, in cooperation with SUNY.
3.30 Ability to Satisfy Excluded Liabilities. To Crouse’s Knowledge, assuming SUNY

is current with all of its required payments pursuant to the Operating Lease and StaffCo is current
with all of its required payments (including StaffCo Assumed Liabilities) pursuant to the StaffCo
Assignment and Assumption Agreement, Crouse and CHH should be able, following the Closing,
to satisfy, any portion of the Excluded Liabilities as it becomes presently due, and all of their other
liabilities that are not Assumed Liabilities, through their own resources, including the Excluded
Assets.
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3.31 Statements True and Correct. This Agreement and the Exhibits and Schedules
prepared or provided by Crouse do not include, as of the date hereof and as of the Closing Date,
any knowingly untrue statement of a material fact or knowingly omit to state any material fact
necessary to make the statements made in this Agreement with respect to any Crouse Entity, the
Crouse Facilities, the Purchased Assets or the Crouse Operations not misleading. Except as
identified on the Exhibits or Schedules hereto, complete copies of all material documents and/or
instruments referenced in the Exhibits and Schedules have been delivered by Crouse to SUNY.
3.32 COVID-19 Relief Funds Received and Applied For.
3.32.1 Schedule 3.32.1 sets forth an accurate list of and all significant details
relating to (including amounts and timing thereof) each fund, grant, loan, advance
(including Medicare payment advances), or payment (and the amounts thereof) received to
date by any Crouse Entity from, and each fund, grant, loan, advance or payment applied
for but not yet received to date, by any Crouse Entity from, any Governmental Entity
relating to or arising from the COVID-19 pandemic or its impacts or consequences,
including without limitation COVID-19 relief programs (e.g., CARES Act stimulus,
provider relief funds, FEMA funds, etc.) and similar programs (the “COVID-19 Relief
Funds”).
3.32.2 All applications to Governmental Entities by any Crouse Entity for, and
all filings made to Governmental Entities by any Crouse Entity in connection with, any
COVID-19 Relief Funds have been true and correct in all respects. Any Crouse Entity that
received any COVID-19 Relief Funds was and remains eligible under the terms of the
applicable governmental program to receive and retain all of the funds so received (except
for any such funds that have been returned to the applicable Governmental Entity, as set
forth on Schedule 3.32.2). Any COVID-19 Relief Funds received by any Crouse Entity
that were loans have been timely repaid by the Crouse Entity with all applicable interest
(to the extent repayment has been required as of the date hereof and as of the Closing Date,
as applicable, under the terms of the applicable program).
3.33 Education Approvals and Compliance.
3.33.1 The Nursing School is and since the Education Compliance Date has
been in compliance in all material respects with all applicable Education Laws. Since the
Education Compliance Date, the Nursing School has obtained, held, been in material
compliance with the terms and conditions of, all Education Approvals necessary to conduct
its operations. Schedule 3.33.1 sets forth a correct and complete list of all Education
Approvals currently issued to the Nursing School, such approvals are in full force and
effect and constitute all the Education Approvals necessary to conduct the operations of
the Nursing School as currently conducted, and no event has occurred which constitutes
or, with the giving of notice or passage of time or both, would constitute a material breach
or violation of such Education Approval, and there is no pending or threatened proceeding
which would reasonably be expected to result in the suspension, material limitation,
revocation, termination, cancellation, non-renewal or imposition of a material fine or other
material monetary liability of or on any such Education Approval. The Nursing School
has not received any exemptions from a requirement to have a particular Education
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Approval. Since the Education Compliance Date, (a) the Nursing School has, as
applicable, met the qualifications to be (i) licensed, exempt from licensure or otherwise
authorized or approved by each State Education Agency (to the extent required to be
licensed, exempt, authorized or approved by such State Education Agency), and (ii)
accredited by each Accrediting Body that is listed in Schedule 3.33.1, (b) the Nursing
School has been certified by ED and has otherwise qualified as an “institution of higher
education” as defined in 34 C.F.R. § 600.4, (c) the Nursing School has been in compliance
with the applicable limitations on eligibility set forth in 34 C.F.R. §600.7 (and the other
sections incorporated therein by reference, as applicable) and (d) the Nursing School has
been party to a Program Participation Agreement with ED. Since the Education
Compliance Date (x) no application made by the Nursing School to any Education Agency
has been denied or withdrawn; (y) the Nursing School has not received written notice from
any Education Agency that the Nursing School has been placed on probation or ordered to
show cause why any Education Approval should not be revoked, conditioned, suspended
or limited; and (z) the Nursing School has not received any written or oral notice from any
Education Agency or Governmental Entity (i) regarding any actual, alleged, possible or
potential violation of or failure to comply with any term or requirement of any Education
Approval, including any Program Participation Agreement or any Education Law, (ii)
asserting that the Nursing School is required to have an Education Approval that it does
not have or (iii) indicating that any current Education Approval will not be renewed or will
be subjected to any conditions or limitations. No fact or circumstance exists that to Nursing
School’s knowledge would be likely to result in (A) the termination, revocation, material
limitation or suspension of, or failure of the Nursing School to obtain renewal of, any
Education Approval, (B) the failure of the Nursing School to obtain any of the consents
identified on Schedule 3.33.1 or (C) the imposition of any fine, penalty or other sanction
for violation of any Education Law. The Nursing School has timely filed with the relevant
Education Agency each application required for the renewal of any Education Approval as
to which the renewal deadline has occurred as of the Closing Date, except as would not
reasonably be expected to prevent the Nursing School from obtaining renewal of the
Education Approval in question. There does not exist any pending or threatened
investigation, audit, review or site visit by an Education Agency with respect to any
Education Approval or the Nursing School’s compliance with any Education Law, except
for audits, reviews or site visits conducted on a routine or periodic basis with respect to any
entity regulated by the respective Education Agency or holding the respective Education
Approval. The Nursing School is not currently subject to any prohibition or limitation on
growth based on a written notice from any Education Agency, including through addition
of locations or educational programs or enrollment of students, except for requirements for
notice to or approval by an Education Agency that are generally applicable to and required
for all postsecondary education institutions issued a comparable Education Approval.
3.33.2 The Nursing School is, and since the Education Compliance Date has
been, as applicable, in material compliance with all Education Laws relating to Financial
Assistance programs, including (a) Nursing School’s Program Participation Agreement,
(b) the program participation and administrative capability requirements, as defined by ED
at 34 C.F.R. §§ 668.14, 668.16, (c) the student eligibility requirements, as defined by ED
at 34 C.F.R. § 668.31-40, (d) the academic year definition in 34 C.F.R. § 668.3 and (e) all
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other statutory and regulatory provisions related to the Nursing School’s participation in
the Title IV Programs or any other Financial Assistance program.
3.33.3 Since the Education Compliance Date, the Nursing School has complied
with the Program Integrity regulations (and any amendments to such regulations). Without
limiting the forgoing, since the Education Compliance Date, the Nursing School,
representatives of the Nursing School, and Persons with whom the Nursing School has an
agreement to provide educational programs, marketing, advertising, recruiting, or
admissions services have not made a substantial misrepresentation about the Nursing
School’s educational program, its financial charges or the employability of its graduates,
as prohibited under 34 C.F.R. §§ 668.71 to .74.
3.33.4 Schedule 3.33.4 sets forth as of the date of this Agreement a correct and
complete list of the full addresses of the locations of the Nursing School from which the
applicable Nursing School has offered all or any portion of an educational program since
the Education Compliance Date. From the Education Compliance Date, (a) the Nursing
School has obtained all Education Approvals required to operate each location of the
Nursing School listed on Schedule 3.33.4 to offer each program provided at or from each
location, and (b) each location where Financial Assistance program funds are offered or
administered has been approved by all applicable Education Agencies to the extent
required under the applicable Financial Assistance programs. Since the Education
Compliance Date, (y) no location or program has been subject to any adverse proceeding
(including any show-cause proceeding) by any Education Agency or Governmental Entity
and (z) each educational program offered by the Nursing School for which Title IV
Program funds have been provided has been an “eligible program” in material compliance
with applicable Education Law, including the requirements of 34 C.F.R. § 668.8.
3.33.5 Since the Education Compliance Date, the Nursing School has
disclosed and timely reported, to the extent required, in compliance with the applicable
provisions of 34 C.F.R. Part 600: (a) the addition of any new educational programs or
locations and (b) the proper ownership of the Nursing School, including any shifts in
ownership or control and changes in reported ownership levels or percentages. With
respect to any location or facility that has closed or at which the Nursing School has ceased
operating educational programs since the Education Compliance Date, or any program that
the Nursing School has ceased offering since the Education Compliance Date, the Nursing
School has complied with all Education Laws related to the closure or cessation of
instruction at such location or facility, or with respect to any discontinued program,
including requirements for teaching out students from such location, facility, or program.
complied in all material respects with applicable Education Laws concerning the licensure,
authorization, certification or similar approval of individuals or entities operating on its
behalf, engaged in admissions or recruiting activities or the awarding of financial aid. Each
employee or other agent of the Nursing School who is required under any applicable
Education Law to register or obtain an individual license or permit in order to recruit
students or perform other functions within the scope of his or her employment has done so
in a timely manner and has maintained such license in good standing.
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complied with (a) the prohibition against incentive payments pursuant to 20 U.S.C.
1094(a)(20), 34 C.F.R. 668.14(b)(22), and applicable guidance issued by ED; (b) all other
Education Laws concerning the provision of commissions, bonuses or other incentive
payments to admissions representatives, agents and other persons engaged in any student
recruiting or admission activities or in making decisions regarding the awarding of funds
under Financial Assistance programs; and (c) the requirements governing preferred lender
relationships, Private Education Loans and codes of conduct as set forth in 20 U.S.C. §
1094 and 34 C.F.R. § 682.212.
3.33.8 Since the Education Compliance Date, the Nursing School has not
provided any educational instruction on behalf of any other Person (whether or not
participating in the Title IV Programs) and no other Person has provided any educational
instruction on behalf of the Nursing School.
3.33.9 For each fiscal year ended since the Education Compliance Date, the
Nursing School, except for as noted on Schedule 3.33.9, has complied in all material
respects with ED’s financial responsibility requirements, in accordance with 34 C.F.R. §
668.171-175, including any compliance based on the posting of an irrevocable letter of
credit in favor of ED or other financial protection required by ED, and similar standards of
each Education Agency that issues an Education Approval to the Nursing School. Except
as noted on Schedule 3.33.9, since the Education Compliance Date, (a) no Education
Agency has required the Nursing School to post a letter of credit or other form of surety
for any reason, including any request for a letter of credit based on late refunds pursuant to
34 C.F.R. § 668.173, or required or requested that the Nursing School process its Title IV
Program funding under the reimbursement or heightened cash monitoring level 1 or level
2 procedures set forth at 34 C.F.R. § 668.162(d)(2); and (b) no Education Agency has
notified the Nursing School that it lacked financial responsibility or administrative
capability for any period under the Education Laws in effect in such period. Schedule
3.33.9 sets forth calculation of the Nursing School’s Financial Responsibility Composite
Scores for the fiscal years ended 2017, 2018, 2019, and 2020.
3.33.10 Since the Education Compliance Date, the Nursing School has (a)
complied in all material respects with all Education Agency requirements and regulations
regarding fair and equitable refund policies and (b) calculated and timely paid refunds and
returns of Title IV Program funds and any other Financial Assistance program funds, and
calculated dates of withdrawal and leaves of absence, in material compliance with all
applicable Education Laws, including the requirements of 34 C.F.R. § 668.22 and any
predecessor regulations.
3.33.11 Schedule 3.33.11 sets forth a correct and complete list of the Nursing
School’s official Cohort Default Rates, as calculated by ED pursuant to 34 C.F.R. Part 668
Subpart N, for the three (3) year cohort default rate for the three most recently completed
federal fiscal years, for which such rates are available.
in all material respects with applicable Education Laws concerning the collection,
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calculation and timely reporting of student outcomes, including retention, completion and
placement rates, and graduate examination and professional licensure pass rates.
3.33.13 The Nursing School and any Person that exercises substantial control
(as the term “substantial control” is defined in 34 C.F.R. § 668.174(c)(3)) over the Nursing
School, and any member of such Person’s family (as the term “family” is defined in 34
C.F.R. Section 668.174(c)(4)), alone or together, (a) do not exercise or have not exercised
substantial control over another institution or third-party servicer (as that term is defined
in 34 C.F.R. § 668.2) that owes a liability for a violation of a Title IV Program requirement
and (b) does not owe a liability for a Title IV Program violation, in each case related to the
period in which the Nursing School or any Person that exercises substantial control over
the Nursing School, or member of such Person’s family, exercised substantial control over
such institution or third-party servicer.
knowingly employed in a capacity involving administration of Title IV Program funds any
individual who has been convicted of, or has pled nolo contendere or guilty to, a crime
involving the acquisition, use or expenditure of funds of a Governmental Entity or
Education Agency, or has been administratively or judicially determined to have
committed fraud or any other violation of any Legal Requirement or Education Law
involving funds of any Governmental Entity or Education Agency, respectively.
knowingly contracted with an institution or third-party servicer (as that term is defined in
34 C.F.R. § 668.2) that has been terminated under either Section 432 or Section 487 of the
HEA for a reason involving the acquisition, use or expenditure of funds of a Governmental
Entity or Education Agency, or has been administratively or judicially determined to have
committed fraud or any other violation of any Legal Requirement or Education Law
involving funds of any Governmental Entity or Education Agency, respectively.
3.33.16 The Nursing School and its owners, chief executive officer, and
directors have not pled guilty to, pled nolo contendere or been found guilty of, a crime
involving the acquisition, use or expenditure of funds under the Title IV Programs or been
judicially determined to have committed fraud involving funds under the Title IV
Programs.
3.33.17 The Nursing School, or any Affiliate thereof that has the power, by
Contract or ownership interest, to direct or cause the direction of the management or
policies of the Nursing School, has not filed for relief in bankruptcy or had entered against
it an order for relief in bankruptcy.
3.33.18 The facilities, websites, online or internet programs or features, mobile

applications and educational programs provided by the Nursing School, together with all
related products, services, platforms, systems and software, are accessible to individuals
with disabilities in material compliance with applicable Legal Requirements and Education
Laws, or are exempt therefrom.
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3.33.19 The Nursing School is in material compliance with applicable financial
reporting requirements of each Education Agency, including timely submission to ED by
the Nursing School of the audited financial statements required by 34 C.F.R. § 668.23(d)
in accordance with instructions issued by ED. The Nursing School has timely submitted
to ED the annual compliance audit required by 34 C.F.R. § 668.23(b) in accordance with
instructions issued by ED. All financial reports and statements submitted to each
Education Agency fairly and accurately present, in all material respects, the financial
condition of the Nursing School.
3.33.20 The Nursing School has complied in all material respects with the third-
party servicer regulations in 34 C.F.R. § 668.25.
3.33.21 CHH has made available to SUNY copies of any complaints filed by
any current or former students or employees of the Nursing School or by any other third
party with any Education Agency or Governmental Entity on or after the Education
Compliance Date or that otherwise remain unresolved.
3.33.22 Since the Education Compliance Date, the Nursing School has not been,
or had any principal or affiliate (as the terms “principal” and “affiliate” are defined in 2
C.F.R. pts. 180 and 3485) that has been, debarred or suspended under Executive Order
12549 (3 C.F.R., 1986 Comp., p. 189) or the Federal Acquisition Regulations, 48 C.F.R.
part 9, subpart 9.4, nor, to the knowledge of Crouse, is the Nursing School engaging in any
activity that is a cause under 2 C.F.R. § 180.700 or § 180.800, as adopted at 2 C.F.R. §
3485.12, for debarment or suspension under Executive Order 12549 (3 C.F.R., Comp., p.
189) or the Federal Acquisition Regulations, 48 C.F.R. part 9, subpart 9.4.
3.33.23 CHH has made available to SUNY true and complete copies of material
correspondence and documents received from, or sent to, any Education Agency, excluding
general correspondence routinely received from or sent to an Education Agency by
institutions participating in Financial Assistance programs or approved by such Education
Agency, to the extent such correspondence and documents relate to any issue which
remains pending and relate to (a) any written notice that any Education Approval is not in
full force and effect in accordance with its terms or that an event has occurred which
constitutes or, with the giving of notice or the passage of time or both, would reasonably
be expected to result in the revocation of such Education Approval; (b) any written notice
that the Nursing School has violated or is violating any Legal Requirement, Education Law,
regulations, rule, standard or requirement related to the Financial Assistance programs, or
any standard or requirement of ED or any other applicable Education Agency, or any Legal
Requirement, Education Law, regulation, rule, standard or requirement related to
maintaining and retaining in full force and effect any Education Approval; (c) any audits,
program reviews, investigations or site visits conducted by ED or any other Education
Agency (or any other Governmental Entity, with respect to education matters only), or any
independent auditor reviewing the Nursing School’s compliance with the statutory,
regulatory or other requirements of the Financial Assistance programs; (d) any written
notice of an intent to limit, show cause, suspend, terminate, revoke, cancel, not renew,
condition or place on probation the Nursing School’s accreditations by any Accrediting
Body; (e) any notice of an intent or threatened intent to condition the provision of Financial
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Assistance program funds to the Nursing School, or the continued operation of the
education programs offered by the Nursing School on the posting of a letter of credit or
other surety in favor of ED or any Education Agency or on growth restrictions or
restrictions on the amount of Title IV Program funding; (f) any written notice of an intent
to provisionally certify the eligibility of the Nursing School to participate in the Financial
Assistance programs or (g) the placement or removal of the Nursing School, on or from
the reimbursement or cash monitoring method of payment under Title IV Programs.
3.33.24 Schedule 3.33.24 sets forth each notice to or consent, approval or

authorization of, any Education Agency required to be made or obtained under applicable
Education Law in relation to the Transactions to continue, renew or reinstate any current
Education Approval set forth on Schedule 3.33.1 upon or following the consummation of
the Transactions (each an “Education Consent”).
in all material respects with (a) ED’s cash management rules for requesting, maintaining,
disbursing, and otherwise managing Title IV Program funds, as set forth in 34 C.F.R. Part
668 Subpart K; (b) all applicable requirements of (i) federal non-discrimination Legal
Requirements to which the Nursing School is subject, including Title VI of the Civil Rights
Act of 1964, Title IX of the Education Amendments of 1972, Section 504 of the
Rehabilitation Act of 1973, and the Age Discrimination Act of 1975; (ii) the Jeanne Clery
Disclosure of Campus Security Policy and Campus Crime Statistics Act, as amended; and
(iii) the Violence Against Women Reauthorization Act of 2013; and (c) the consumer
disclosure requirements in 34 C.F.R. Part 668 Subpart D.
3.33.26 Since March 27, 2020, the Nursing School has administered and
disbursed funds received pursuant to the Higher Education Emergency Relief Fund in
accordance with requirements articulated in the CARES Act, the Coronavirus Response
and Relief Supplemental Appropriations Act of 2021, the American Rescue Plan Act of
2021, and related ED guidance.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SUNY
As of the date hereof and as of the Closing Date (except to the extent any of the following
is expressly applicable only as of a different date), SUNY represents and warrants to Crouse the
following:
4.1 Corporate Capacity and Qualification. SUNY is an educational corporation

organized and existing within the New York State Education Department under the laws of the
State of New York. SUNY is duly organized, validly existing and in good standing under the laws
of the State of New York. Subject to receipt of the approvals described in Section 6.2, SUNY has
the requisite corporate power and authority to enter into this Agreement, perform its obligations
hereunder and conduct its current businesses as now being conducted.
4.2 Corporate Powers; Consents. Subject to receipt of the approvals described in

Section 6.2, the execution, delivery and performance by SUNY of this Agreement, the other
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Transaction Agreements, and the other documents ancillary hereto to which SUNY is a party and
the consummation of the Transactions by SUNY:
4.2.1 are within its corporate powers and have been approved by all requisite
action of SUNY;
4.2.2 do not require any material Permits and Approvals or Environmental

Permit of, or filing with, any Governmental Entity or Person to be made by SUNY (except
for such as either have been obtained by SUNY or customarily are obtainable only after
Closing); and
4.2.3 will neither conflict with nor result in any material breach or
contravention of any indenture or Contract to which SUNY is a party or by which SUNY
is bound.
4.3 Litigation. There is no civil, criminal or administrative action, suit, demand, claim,
hearing, proceeding or investigation pending, or to SUNY’s Knowledge, threatened against SUNY
or Upstate that, individually or in the aggregate, would impair or delay the ability of SUNY to
effectuate the Closing. To SUNY’s Knowledge, neither SUNY nor Upstate is subject to any order,
writ, judgment, award, injunction or decree of any court or governmental or regulatory authority
of competent jurisdiction or any arbitrator or arbitrators that, individually or in the aggregate,
would impair or delay the ability of SUNY to effectuate the Closing.
4.4 Binding Effect. Subject to the receipt of the Permits and Approvals and
Environmental Permits described in Section 2.1.1(i) and Section 6.2, this Agreement, the
Transaction Agreements, and all other agreements to which SUNY will become a party hereunder
are and will constitute the valid and legally binding obligations of SUNY and are and will be
enforceable against SUNY in accordance with the respective terms hereof and thereof, limited only
by the Court of Claims Act, bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting creditors’ rights generally, or by equitable principles.
ARTICLE V
PRE-CLOSING COVENANTS OF THE PARTIES
5.1 Information.
5.1.1 Between the Execution Date and the Closing Date, to the extent
permitted by law and subject to the terms of any confidentiality agreements entered into
between the Parties, Crouse and CHH shall (and Crouse and CHH shall cause each of the
other Crouse Entities to) afford to the authorized representatives and agents of SUNY
reasonable access to and the right to inspect Crouse Hospital, the Related Healthcare
Operations, the Crouse Facilities, the Tangible Personal Property, books and records,
publicly filed and other reasonably requested litigation materials, and other documents and
information relating to the Crouse Entities and the Crouse Operations, and will furnish
SUNY with such additional financial and operating data and other information of the
Crouse Entities relating to the Crouse Operations as SUNY may from time to time
reasonably request, as in existence or accessible through commercially reasonable efforts.
SUNY may undertake, at its sole expense, environmental, health or safety investigations,
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which may include sampling or testing of soils, surface water, groundwater, ambient air,
or improvements at, on or under the Owned Real Property and, subject to any applicable
landlord’s approval, any Leased Real Property. SUNY’s right of access and inspection
shall be made upon reasonable notice to Crouse and/or the applicable Crouse Entity and in
such a manner as not to interfere unreasonably with the operation of Crouse Hospital or
the Related Healthcare Operations. Not later than the forty-fifth (45th) day following the
execution of this Agreement by Crouse and CHH, Crouse shall provide SUNY accurate
and complete copies of Schedules 3.12(a), Schedule 3.12(b) and Schedule 3.12(c).
5.1.2 Between the Execution Date and the Closing Date, Crouse shall provide
to Upstate (a) monthly internal financial statements for Crouse and the Crouse Entities,
including monthly operational metrics, including but not limited to, average daily census,
average length of stay, bed occupancy percentage, ICU occupancy percentage, daily
surgical volume, daily emergency department volume, and such other operational metrics
as Crouse has been providing Upstate prior to the Execution Date; and (b) a monthly
description of (i) the receipt of funds, grants, loans, advances, or payments under, and (ii)
the status of applications for, relief programs of Governmental Entities relating to or arising
from the COVID-19 pandemic or its impacts or consequences.
5.2 Crouse Boards of Trustees. Between the Execution Date and the Closing Date,
Crouse and SUNY shall jointly develop a plan acceptable to both Parties for the transition of
leadership of Crouse and CHH from the current Crouse and CHH boards to new boards upon
Closing.
5.3 Crouse Bondholders. Between the Execution Date and the Closing Date, SUNY
and its advisors, with the cooperation of Crouse, shall use its commercially best efforts to develop
a strategy for the Crouse Bonds which may include (a) refinancing the Crouse Bonds with new
debt at Crouse which such new debt would be supported by payments under the Operating Lease;
(b) securing the consent of the holders of the Crouse Bonds to the Transactions contemplated
hereunder with future payments under the Crouse Bonds being supported by payments under the
Operating Lease; or (c) repaying all amounts outstanding under the Crouse Bonds through a
combination of Retained Cash and proceeds from Retained AR. Crouse agrees to use its
commercially reasonable best efforts to assist SUNY in all its efforts under subsection (a) and (b)
of this Section 5.3. The Parties acknowledge and agree that it may be necessary to revise the
Operating Agreement to reflect the status of the Crouse Bonds and the PBGC Settlement Amount
following the actions contemplated by Section 5.3 and Section 5.4.
5.4 PBGC Agreement. Between the Execution Date and the Closing Date, Crouse and
SUNY shall jointly seek the consent of the PBGC under the PBGC Agreement to the Transactions
contemplated hereunder and the Operating Lease and the confirmation of the PBGC that no Event
of Default (as defined in the PBGC Agreement) shall occur as a result of the consummation of the
Transactions contemplated to occur at the Closing hereunder, including the transfer of the Crouse
Operations to SUNY. In the event the PBGC does not agree to give its consent, the Parties shall
jointly develop a mutually acceptable plan to fund the payment of the remaining amounts owed by
Crouse under the PBGC Agreement, which may include through Retained Cash or proceeds from
Retained AR, the issuance of additional debt at Crouse, payments under the Operating Lease, or
the assumption of the PBGC Agreement by SUNY.
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5.5 Operations. Between the Execution Date and the Closing Date, each of Crouse and
CHH covenants that it shall, and it shall cause the Crouse Entities to, as applicable, with respect
to the Crouse Operations (unless prior written consent of SUNY is received, which consent shall
not be unreasonably withheld, conditioned or delayed):
5.5.1 carry on its business and the business related to the Crouse Operations
in substantially the same manner as it has heretofore and not make any material change in
its personal, operations, finances or accounting policies;
5.5.2 use commercially reasonable best efforts to maintain in the ordinary

course of business the Crouse Facilities (or, with respect to any leased Crouse Facility, the
space used therein by any Crouse Entity), the Tangible Personal Property and Inventory
used in the Crouse Operations and all parts thereof in good working order and condition,
ordinary wear and tear excepted; provided, however, that the Crouse Entities may dispose
of obsolete tangible personal property in the ordinary course of business;
5.5.3 perform its obligations in all material respects under any Contracts
relating to or affecting the Crouse Operations;
5.5.4 keep in full force and effect the insurance policies set forth on
Schedule 3.24 (unless a policy is canceled or terminated in the ordinary course of business
consistent with past practice and concurrently replaced with a policy or arrangement with
substantially similar coverage, with no gap in coverage) and, in accordance with
Section 8.2.21, arrange to obtain tail insurance policies for Post-Closing Period at current
limits of coverage;
5.5.5 maintain and preserve the current business organizational structure with
respect to the Crouse Entities;
5.5.6 use good faith efforts to retain present Employees (except for changes
in the ordinary course of business);
5.5.7 use commercially reasonable best efforts to maintain its relationship

with physicians and medical staff, suppliers, customers and others having business
relations with any of the Crouse Entities;
5.5.8 obtain, or provide for, at or prior to Closing, the release of all

Encumbrances on the Purchased Assets and any assets of the Crouse Entities remaining
with the Crouse Entities following the Closing, other than Permitted Encumbrances;
5.5.9 use commercially reasonable best efforts to cooperate with SUNY in

SUNY’s efforts to obtain appropriate Permits and Approvals and Environmental Permits
from all Governmental Entities necessary for the Parties to consummate the Transactions,
including but not limited to cooperating with Upstate in the preparation of its certificate of
need application(s) to transfer the CHH’s Article 28 License; SUNY’s application for
approval from the DOH to transfer from Crouse Hospital to Upstate all of Crouse
Hospital’s licensed bed capacity; and SUNY’s state and federal program change of
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ownership applications, so as to minimize any delays in SUNY’s ability to bill Medicare
and other payors for post-Closing services;
5.5.10 timely file or cause to be filed all reports, notices and Returns relating
to the Crouse Entities, and the Crouse Operations required to be filed with any
Governmental Entity;
5.5.11 pay accounts payable with respect to the Crouse Entities and Crouse
Operations in the ordinary course of business and not otherwise inconsistent with the terms
hereof;
5.5.12 use commercially reasonable best efforts to maintain the books and
records of the Crouse Entities in the ordinary course of business and in accordance with
law and prior practice;
5.5.13 use commercially reasonable best efforts to (a) remain in material

compliance with all applicable statutes, rules, regulations and requirements of
Governmental Entities; and (b) keep current, maintain and remain in material compliance
with all Permits and Approvals and Environmental Permits;
5.5.14 use commercially reasonable best efforts to cooperate with SUNY to

obtain (a) consents to assignment or waivers from all third parties from whom such consent
or waiver is required in order to assign the Assigned Contracts to SUNY; and (b) consents
or waivers from all third parties from whom such consent or waiver is required in order for
SUNY to obtain the benefit of a Material Contract, in each case, in accordance with the
terms of this Agreement;
5.5.15 use commercially reasonable efforts to effectuate or obtain, as

applicable, the Pre-Closing Education Notices and Consents;
5.5.16 respond promptly to any inquiry or request received from ED, any State
Education Agency or other Education Agency in connection with the Pre-Closing
Education Notices and Consents; and
5.5.17 promptly notify SUNY of any Crouse Material Adverse Effect or

material adverse change to the condition of the Crouse Facilities.
Apart from and irrespective of Crouse’s partial or complete fulfillment of the foregoing obligations
and efforts in this Section 5.5, Crouse shall be bound by the representations and warranties, and
conditions to Closing, set forth herein.
5.6 Negative Covenants. Between the Execution Date and the Closing Date, and except
as otherwise provided in this Agreement, Crouse shall not, and shall cause the Crouse Entities not
to, with respect to Crouse, the Crouse Entities and Crouse Operations (unless prior written consent
of SUNY is received, which consent shall not be unreasonably withheld, conditioned or delayed,
where SUNY’s failure to affirmatively consent or deny within five (5) Business Days of receipt of
all reasonable requested information regarding such request for consent would constitute an
unreasonable delay, at which point SUNY will be deemed to have consented to the request):
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5.6.1 (a) enter into any Contract, other than a Contract that: (i) (A) is a capital
equipment Contract and has a value or cost to the applicable Crouse Entity not in excess
of Five Hundred Thousand Dollars ($500,000); (B) is a Contract for Inventory and has a
value or cost to the applicable Crouse Entity not in excess of Four Hundred Thousand
Dollars ($400,000); (C) is any other Contract (other than Contracts for drugs, biologics,
medical devices) and has a value or cost to the applicable Crouse Entity not in excess of
One Hundred Thousand Dollars ($100,000) annually; or (D) is an employment agreement
with a physician and has a cost to the applicable Crouse Entity not in excess of Two
Hundred Fifty Thousand Dollars ($250,000) annually; (ii) is terminable without cause upon
not more than ninety (90) days’ advance notice; and (iii) is in the ordinary course of
business consistent with past practice; or (b) amend, modify, or renew any Contract, unless
such amendment, modification or renewal is in the ordinary course of business consistent
with past practice and following such amendment, modification or renewal, such Contract
would (i) have a value or cost to the applicable Crouse Entity not in excess of twenty
percent (20%) above the value or cost of the prior Contract annually; and (ii) is terminable
without cause upon not more than ninety (90) days’ advance notice; provided, however,
that Crouse shall give SUNY a monthly report of the contracts it has entered into without
SUNY’s prior written consent pursuant to this Section 5.6.1;
5.6.2 (a) sell, assign or otherwise transfer or dispose of any assets of any
Crouse Entity or used in the Crouse Operations, except in the ordinary course of business;
(b) waive or settle any claims in excess of one hundred twenty-five percent (125%) of the
indemnity reserve amounts set forth in Crouse’s loss run reports for Crouse, any Crouse
Entity or CMP; (c) relinquish any right to payment of any Crouse Entity in excess of Fifty
Thousand Dollars ($50,000); (d) by action or inaction, abandon, terminate, cancel, forfeit,
waive or release any material rights of Crouse or any of the Crouse Entities, in whole or in
part, with respect to Crouse, the Crouse Entities or the Crouse Operations; or (e) settle any
action or threatened action with any Governmental Entity regarding Crouse, any of the
Crouse Entities or the Crouse Operations;
5.6.3 (a) effect (on behalf of Crouse or any of the Crouse Entities) any
corporate merger, business combination, reorganization or similar transaction; (b) take any
other action, corporate or otherwise (other than a bankruptcy proceeding), which could
reasonably be expected to materially adversely affect the ability or Crouse or any of the
Crouse Entities to perform its obligations in accordance with this Agreement and the other
Transaction Agreements; (c) cancel or permit the cancellation of insurance coverage on
Crouse, any of the Crouse Entities, or the Crouse Operations, without obtaining
replacement coverage such that there is no coverage lapse; (d) incur any new indebtedness
for money borrowed, except that the Crouse Entities may draw down on the line of credit
with People’s United Bank, National Association in an amount not to exceed Five Million
Dollars ($5,000,000) without the prior written consent of SUNY; or (e) enter into any
transaction with an Affiliate of Crouse or any of the Crouse Entities or any officer, director
or employee of Crouse of any of the Crouse Entities except in the ordinary course of
business consistent with past practice;
5.6.4 enter into, amend, or modify any collective bargaining agreement or

similar labor agreement;
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5.6.5 (a) create, assume or permit to exist any new Encumbrance (other than
Permitted Encumbrances) upon Crouse, any of the Crouse Entities, the Crouse Operations,
the Inventory, any of the Purchased Assets or any other asset used in the Crouse Operations;
or (b) materially alter title to the Owned Real Property;
5.6.6 exercise any consent, approval, or election under any lease that is an
Assigned Contract;
5.6.7 except as provided in this Section 5.6, take any action or omit to take
any action the intent or effect of which is to shift to SUNY any material cost, expense,
liability or dispute that would otherwise be that of Crouse or an Crouse Entity, and which
is not disclosed in writing in the relevant Schedule(s) hereto and otherwise consistent with
the terms hereof;
5.6.8 (a) adopt or approve an arrangement that would, but for the date of
adoption or approval, be considered a Crouse Plan; (b) amend or alter any of the Crouse
Plans; (c) increase the compensation of or grant any bonuses to any Employee, other than
in the ordinary course consistent with past practice; or (d) grant any severance entitlements,
or other incentives (including any stay bonuses or increases to benefits provided by any
employee benefit plans, except as required by the terms of such employee benefit plans) to
any Employee; or
5.6.9 take any other action, other than in the ordinary course of business
consistent with past practice, that does, or reasonably could, materially and adversely affect
the condition or value of Crouse, the Crouse Entities, the Inventory, the Crouse Facilities
or any other material asset used in the Crouse Operations and to be transferred to SUNY
hereunder, except as otherwise permitted hereunder.
Subject to the foregoing negative covenants and the other terms and conditions of this
Agreement, SUNY shall not have, directly or indirectly, the right to control or direct the Crouse
Operations prior to the Closing Date. Prior to the Closing Date, Crouse shall exercise, consistent
with the terms and conditions of this Agreement, complete control and supervision over its
operations.
5.7 Reasonable Efforts. The Parties shall cooperate and use their respective
commercially reasonable best efforts to promptly fulfill the conditions precedent to the other
Party’s obligations hereunder, including securing all consents, approvals, waivers and
authorizations required in connection with the Transactions contemplated hereby. The Parties
agree to use best efforts to expeditiously complete and advance all pre-Closing action items.
5.8 Medical Records. The Parties shall work together, including entering into the
Medical Records Agreement, so that all existing records for patients treated at Crouse Hospital or
Related Healthcare Operations before the Closing shall be under the control of SUNY for use by
Upstate upon the Closing.
5.9 Closure Plan. Crouse shall prepare and submit to the DOH a closure plan for
Crouse Hospital that is reasonably acceptable to Upstate in form and substance.
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5.10 Crouse Related Entities. Promptly following the execution of this Agreement,
Crouse shall commence the winding up and dissolution of Physician Resources, LLC and shall use
its reasonable best efforts to complete such dissolution prior to the Closing. Following the
execution of this Agreement and prior to the Closing, the Parties shall jointly develop a plan for
(a) the dissolution of HAPO and the consolidation of HAPO’s current operations into HAIPA
and/or CHN; and (b) one or more of the following: (i) the dissolution of HAIPA and the
consolidation of HAIPA’s current operations into a restructured CHN; (ii) the restructuring of
HAIPA as a subsidiary of Upstate; (iii) the restructuring of CHN as a subsidiary of Upstate; and/or
(iv) dissolution of CHN and the consolidation of CHN’s current operations into a restructured
HAIPA.
5.11 LACNY and Plaza Corp. Following the execution of this Agreement, the Parties
shall jointly approach St. Joseph’s Hospital Health Center (“St. Joe’s”) regarding CHH’s interest
in The Laboratory Alliance of Central New York, LLC (“LACNY”) and Plaza Corporation of
Central New York, Inc. (“Plaza Corp.”) and the transfer of such interests to SUNY at Closing.
Crouse shall use its commercially reasonable best efforts to obtain and disclose to SUNY such
information as SUNY shall reasonably request regarding the operation, assets and financial
condition of LACNY and Plaza Corp, except where disclosure would result in breach of a legal
obligation to St. Joe’s or another entity.
5.11.1 In the event St. Joe’s consents to the transfer of CHH’s interest in
LACNY to SUNY prior to the Closing Date, CHH shall deliver at Closing such instruments
of transfer as SUNY shall reasonably request to effectuate such transfer. In the event St.
Joe’s has not consented to such transfer prior to the Closing Date, then, at the Closing,
CHH shall grant to SUNY the effective power to control the disposition of, all of CHH’s
rights, title and interest in and to LACNY, including the full right lawfully to direct CHH
thereafter in the retention, disposition, dispute resolution, or other methods of conveying
to SUNY all such realizable interests in or value of LACNY (for the avoidance of doubt,
the foregoing shall not be deemed to be an intent to transfer CHH’s membership interest in
LACNY in violation of applicable agreements).
5.11.2 In the event St. Joe’s does not consent to the transfer of CHH’s interest
in Plaza Corp. to SUNY, the Parties shall jointly consider their options and alternatives in
order to provide SUNY with the benefits such ownership would otherwise have provided
SUNY.
5.12 D&O Insurance. Prior to the Closing, Crouse shall purchase a “tail” directors’ and
officers’ liability insurance policy and fiduciary liability insurance policy for Crouse and CHH and
their current and former directors and officers who are currently covered by the directors’ and
officers’ and fiduciary liability insurance coverage currently maintained by Crouse and CHH from
a carrier with a credit rating that is the same as or better than that of Crouse’s current directors’
and officers’ liability insurance carrier, such “tail” policy to provide coverage for at least six (6)
years following the Effective Time in an amount not less than the existing coverage and to have
other terms not less favorable to the insured persons than the directors’ and officers’ liability
insurance and fiduciary liability insurance coverage currently maintained by Crouse and CHH with
respect to claims arising from facts or events that occurred at or before the Effective Time;
provided, however, that in no event shall the cost of any such “tail” policy exceed the higher of
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three hundred percent (300%) of the aggregate annual premium most recently paid by Crouse prior
to the date of this Agreement for such insurance or the cost of a policy with a ten (10) year term.
5.13 Articles of Incorporation of CHH. Prior to the Closing, the Parties will mutually
develop amended and restated Articles of Incorporation and Bylaws of CHH to reflect the changes
in operations contemplated hereby; Crouse shall obtain all required approval for such revised
governing documents; and such revised governing documents will be adopted and filed at Closing.
At Upstate’s request, CHS will be merged with and into CHH at Closing.
5.14 Malpractice Liabilities of CHH. Prior to the Closing, SUNY shall determine, in its
reasonable discretion, how to address the post-Closing funding of the Malpractice Liabilities,
which may include funding such liabilities through payments under the Operating Lease or through
Retained Cash or proceeds from Retained AR.
5.15 Education Matters.
5.15.1 CHH shall use its commercially reasonable efforts not to suffer, permit
or take any action which would reasonably be likely to (a) cause the loss of any Education
Approval of the Nursing School, or which would reasonably be likely to subject the
Nursing School to a fine, limitation, suspension or termination action by ED, including
provisional certification, posting a letter of credit or reporting status, or (b) otherwise cause
the Nursing School to lose Title IV Program eligibility as to any of its locations, branches
or programs or its eligibility to participate in one or more of the Title IV Programs in which
and to the extent that it currently participates.
5.15.2 CHH shall comply in all material respects with (a) all Legal
Requirements and Education Laws, the violation of which would terminate or materially
impair the eligibility or approval of the Nursing School, for participation in any student
Financial Assistance programs, including the Title IV Programs, (b) the federal Truth in
Lending Act, 15 U.S.C. § 1601 et seq., and all other consumer credit Legal Requirements
applicable to the Nursing School in connection with the advancing of student loans, (c) all
applicable statutory and regulatory State Education Agency requirements for authorization
to provide postsecondary education and (d) all applicable accreditation requirements of any
Accrediting Body.
5.15.3 Without limiting the generality of the foregoing and notwithstanding

any limitation contained therein, CHH shall maintain in full force and effect (a) its status
as an “eligible institution” as defined in 34 C.F.R. §§ 600.2 and 600.4 (and the other
sections incorporated therein by reference, as applicable), (b) its certification or any other
approval to participate in all Financial Assistance programs in which it currently
participates, (c) its accreditations by any Accrediting Body, (d) its licenses and other
authorizations to provide postsecondary education in all jurisdictions where it is so licensed
or otherwise authorized and (e) all other Education Approvals. CHH shall take all steps to
renew timely and maintain all Education Approvals, and timely respond to and resolve
findings of non-compliance asserted by any Education Agency. Without limiting the
generality of the foregoing and notwithstanding any limitations contained therein, CHH
shall, with respect to the Nursing School, maintain compliance with (i) administrative
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capability requirements of 34 C.F.R. § 668.16, (ii) the Nursing School’s Program
Participation Agreement and the requirements under 34 C.F.R. § 668.14, (iii) eligible
program requirements under 34 C.F.R. § 668.8, (iv) financial responsibility requirements
under 34 C.F.R. Part 668, Subpart L, and (v) all requirements related to Cohort Default
Rates.
5.15.4 During the period from the date hereof through the Closing Date, CHH
shall on a monthly basis furnish to SUNY copies of all (a) reports, renewals, filings,
certificates, statements and other documents that are filed with any Education Agency and
are material to the operation of the Nursing School and (b) material notices or
communications from any Education Agency containing information specific to the
compliance or scope of approval of the Nursing School under the requirements of the
Education Agency.
5.15.5 Each of SUNY and CHH shall use its commercially reasonable efforts
to promptly upon request supply the other with any information reasonably required in
order to effectuate any filing or notice pursuant to Section 5.5.15 or any response under
Section 5.5.16. Except where prohibited by applicable Legal Requirements or Education
Law or by any Governmental Entity or Education Agency, each of SUNY and CHH shall
each use its commercially reasonable efforts to: (a) consult with each other prior to taking
a position with respect to any such filing; (b) discuss in advance (to the extent feasible, as
determined in CHH’s discretion), and consider in good faith the views of each other in
connection with, any analysis, appearance, presentation, memorandum, brief, white paper,
argument, opinion or proposal before making or submitting any of the foregoing to any
Governmental Entity or Education Agency in connection with any legal proceeding or
other proceeding related to this Agreement or any of the Transactions; and (c) consult in
advance before participating in any substantive meeting or discussion with any
Governmental Entity or Education Agency in respect of any filings, investigation or inquiry
concerning this Transaction Agreement or the Transactions. For the avoidance of doubt,
prior to the Closing, SUNY shall not, and shall cause its representatives not to, submit any
filing, document or other writing to, or engage in any substantive meeting or discussion
with, any Governmental Entity or Education Agency relating to the Transactions without
CHH’s prior written consent. Following the Closing, CHH and SUNY will use their
commercially reasonable efforts to cooperate promptly with each other in providing such
information and assistance as any of them may reasonably request in connection with
making notices to, and obtaining consents from, Education Agencies relating to the
Transactions, including the Post-Closing Education Notices and Consents.
5.16 Attorney General Review; Title Surveys.
5.16.1 The Parties understand and agree that any transfers of Owned Real
Property to be made pursuant to the terms of this Agreement are subject to the approval of
the AG, and may not be made without the approval of the AG, following a review by the
AG of all title documents related to the Owned Real Property, including but not limited to,
an up-to-date abstracts of title, an up-to-date surveys, an up-to-date tax searches and lien
searches, and any other searches or information required by the AG pursuant to their
established processes and the Parties will work together to provide such documentation
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and/or information. Simultaneously with the Closing, the AG shall administer the
conveyance, transfer, and assignment of the Owned Real Property.
5.16.2 At Closing, title to the Owned Real Property shall be subject only to the
Permitted Encumbrances. Within sixty (60) Business Days prior to Closing, Upstate shall
cause a title abstract of all Owned Real Property to be delivered to Crouse. Any
Encumbrance that is not a Permitted Encumbrance shall be removed by Crouse at or prior
to Closing.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF SUNY
The obligations of SUNY to consummate the Transactions hereunder are subject to the
satisfaction, on or prior to the Closing Date, of the following conditions unless waived in writing
by SUNY:
6.1 Compliance With Covenants. Crouse and the Crouse Entities shall have performed
all obligations and complied with all covenants and conditions in all material respects required by
this Agreement to be performed or complied with by them at or prior to the Closing Date.
6.2 Pre-Closing Confirmations. SUNY shall have obtained documentation or other

evidence reasonably satisfactory to SUNY that SUNY and Crouse (and as applicable, the Crouse
Entities) have received and maintained all Permits and Approvals and Environmental Permits set
forth on Schedule 6.2; provided, however, that with respect to any such Permits and Approvals
and/or Environmental Permits that are not customarily obtained prior to Closing, SUNY and
Crouse shall have received assurances, satisfactory to SUNY in its reasonable discretion, that such
material Permits and Approvals and/or Environmental Permits shall be obtained promptly after
Closing and shall be retroactive to the Closing Date.
6.3 Education Consents. The Pre-Closing Education Notices and Consents, including
the ED Comprehensive Pre-Acquisition Review Notice, in each case, set forth on Schedule 3.33.1,
shall have been obtained or effectuated, as applicable, and no Education Agency shall have notified
CHH or SUNY that it will not approve the continuation of the Nursing School’s relevant Education
Approval after the Closing Date under the ownership of SUNY. Copies of each Pre-Closing
Education Notice and Consent shall have been delivered to SUNY prior to the Closing Date. No
Education Agency identified on Schedule 3.33.24 as a Post-Closing Education Notice and Consent
shall have informed CHH or SUNY that it will not or does not expect to be able to approve the
Transactions or to be able to continue the Nursing School’s relevant Education Approval after the
Closing Date under the ownership of SUNY in a manner that is not subject to reconsideration or
appeal.
6.4 Action/Proceeding/Litigation.
6.4.1 No court or any other Governmental Entity shall have issued an order
restraining or prohibiting the Transactions; and no Governmental Entity shall have
commenced or threatened to commence any action or suit before any court of competent
jurisdiction or other Governmental Entity to restrain or prohibit the Transactions or
commenced or threatened any investigation that seeks to restrain or prohibit the
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consummation of the Transactions. No litigation relating to the Transactions shall be
pending unless the Parties determine such litigation does not constitute a material obstacle
to the consummation of the Transactions in accordance with the terms hereof.
6.4.2 In the event that, prior to Closing, Crouse or any Crouse Entity shall
become the subject of a bankruptcy proceeding, Crouse or the Crouse Entity, as applicable,
shall have received the requisite court orders or other approvals or authorizations to
perform this Agreement and to close the Transactions with SUNY.
6.5 Representations and Warranties. The representations and warranties made by

Crouse set forth in this Agreement shall be true and correct as of the Execution Date and as of the
Closing Date as though made on and as of the Closing Date (except to the extent such
representations and warranties are specifically made only as of another particular date, in which
case such representations and warranties shall be true and correct as of such date).
6.6 Bondholders. In the event that SUNY shall determine that the Crouse Bonds will
not be repaid with Retained Cash or the proceeds of Retained AR, then either (a) the holders of
the Crouse Bonds shall have consented to the Transactions contemplated hereunder and the Parties
shall have obtained reasonable assurance that the Crouse Bonds will not lose their eligibility for
tax-exempt status as a result of the Transactions or (b) the Crouse Bonds shall have been refinanced
with new debt at Crouse, the terms of which shall permit the Transactions contemplated hereunder
and shall otherwise be reasonably satisfactory to SUNY.
6.7 PBGC Agreement. With respect to the PBGC Agreement, either (a) the Parties
shall have received the consent of the PBGC that the Transactions contemplated hereunder will
not constitute an Event of Default under the PBGC Agreement, (b) all Required Payments (as
defined in the PBGC Agreement) shall have been paid when due or prepaid such that no Required
Payments remain to be paid, or (c) the PBGC Settlement Amount shall have been assumed by
SUNY.
6.8 Closing Deliveries. Crouse shall have delivered (or be able to deliver at Closing)
to SUNY all agreements, consents, and documents required to be delivered by Crouse to SUNY
at the Closing under the provisions of this Agreement and listed in Section 8.2.
6.9 Material Adverse Effect. Since the date of the December Balance Sheet there shall
not have occurred a Crouse Material Adverse Effect
6.10 Satisfactory Diligence. SUNY’s due diligence investigation of the Crouse Entities
and their operations shall have been completed and the results of such investigation shall be
satisfactory to SUNY, in its sole discretion, and SUNY shall have determined, in its sole discretion,
that the Transactions and its post-Closing operation of the Crouse Operations are financially and
operationally feasible, and will have a positive effect on the fulfillment of SUNY’s missions within
a reasonable period of time following the Closing.
ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS OF CROUSE
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The obligations of Crouse to consummate the Transactions hereunder are subject to the
satisfaction, on or prior to the Closing Date, of the following conditions unless waived in writing
by Crouse:
7.1 Compliance With Covenants. SUNY shall have performed all obligations and
complied with all covenants and conditions in all material respects required by this Agreement to
be performed or complied with by it at or prior to the Closing Date.
7.2 Representations and Warranties. The representations and warranties made by

SUNY set forth in this Agreement shall be true and correct as of the Execution Date and as of the
Closing Date as though made on and as of the Closing Date (except to the extent such
representations and warranties are specifically made only as of another particular date, in which
case such representations and warranties shall be true as of such date).
7.3 Action/Proceeding/Litigation. No court or any other Governmental Entity shall

have issued an order restraining or prohibiting the Transactions; and no Governmental Entity shall
have commenced or threatened to commence any action or suit before any court of competent
jurisdiction or other Governmental Entity. No litigation relating to the Transactions shall be
pending, unless the Parties agree that such litigation does not constitute a material obstacle to the
consummation of the Transactions in accordance with the terms hereof.
7.4 Pre-Closing Confirmations. SUNY shall have obtained documentation or other

evidence reasonably satisfactory to Crouse that SUNY has received all Permits and Approvals and
Environmental Permits set forth on Schedule 6.2; provided, however, that with respect to any such
Permits and Approvals and/or Environmental Permits that are not customarily obtained prior to
Closing, SUNY and Crouse shall have received assurances, satisfactory to Crouse in its reasonable
discretion, that such material Permits and Approvals and/or Environmental Permits shall be
obtained promptly after Closing and shall be retroactive to the Closing Date.
7.5 PBGC Agreement. With respect to the PBGC Agreement, either (a) the Parties
shall have received the consent of the PBGC that the Transactions contemplated hereunder will
not constitute an Event of Default under the PBGC Agreement, (b) all Required Payments (as
defined in the PBGC Agreement) shall have been paid when due or prepaid such that no Required
Payments remain to be paid, or (c) the PBGC Settlement Amount shall have been assumed by
SUNY.
7.6 Bondholders. In the event that SUNY shall determine that the Crouse Bonds will
not be repaid with Retained Cash or the proceeds of Retained AR, then either (a) the holders of
the Crouse Bonds shall have consented to the Transactions contemplated hereunder and the Parties
shall have obtained reasonable assurance that the Crouse Bonds will not lose their eligibility for
tax-exempt status as a result of the Transactions or (b) the Crouse Bonds shall have been refinanced
with new debt at Crouse, the terms of which shall permit the Transactions contemplated hereunder
and shall otherwise be reasonably satisfactory to Crouse.
7.7 Closing Deliveries. SUNY shall have delivered (or be able to deliver at Closing)
to Crouse all agreements, consents, and documents required to be delivered by SUNY to Crouse
at the Closing under the provisions of this Agreement and listed in Section 8.3.
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ARTICLE VIII
CLOSING
8.1 Closing. Subject to the satisfaction or waiver by the appropriate party of all the
conditions precedent to Closing specified in ARTICLE VI and ARTICLE VII hereof, the Closing
of the Transactions contemplated herein (the “Closing”) shall take place at the offices of Hogan
Lovells US LLP, located at 390 Madison Avenue, New York, New York 10017, at 10:00 a.m.
local time, on the tenth (10th) day after the conditions set forth in ARTICLE VI and ARTICLE
VII have been satisfied or waived or at such other date and/or at such other location as the Parties
hereto may mutually designate in writing (the “Closing Date”). The Parties shall use commercially
reasonable efforts to cause the conditions set forth in ARTICLE VI and ARTICLE VII to be
satisfied so that the Closing will occur on or before [________, 2023.] The Closing shall be
deemed to be effective as of 12:01 a.m. on the Closing Date (the “Effective Time”).
8.2 Actions of Crouse at Closing. At the Closing and unless otherwise waived in
writing by SUNY, Crouse shall deliver to SUNY the following:
8.2.1 a duly executed copy of the Operating Lease, with an original of the
Operating Lease Memorandum, which SUNY may record in the applicable land records;
8.2.2 a duly executed copy of an agreement in the form attached hereto as

EXHIBIT A (the “Assignment and Assumption Agreement”), pursuant to which all of the
Assigned Contracts will be assigned to and assumed by SUNY as of the Closing Date, and
a duly executed copy of a Bill of Sale in the form attached hereto as EXHIBIT D (the “Bill
of Sale”), pursuant to which certain assets will be transferred to SUNY as of the Closing
Date;
8.2.3 such assignments, rights to accounts receivables and other documents

as reasonably requested by SUNY to effect the provisions of Section 2.1.1;
8.2.4 proof of assignment of all the Assigned Permits and Approvals;
8.2.5 a duly executed copy of an agreement in the form attached hereto as

EXHIBIT B (the “Medical Records Agreement”), pursuant to which all patient, billing,
quality assurance and related records held or used by CHH in connection with Crouse
Operations that can be lawfully assigned or conveyed will be assigned or conveyed to
SUNY;
8.2.6 a certificate from an officer of Crouse to the effect that each of the
conditions specified in Section 6.1 and Section 6.5 have been satisfied;
8.2.7 (a) copies of resolutions duly adopted by the trustees or directors of

Crouse authorizing and approving Crouse’s performance of the Transactions and the
execution and delivery of this Agreement and the documents described herein, certified as
true and of full force and effect as of the Closing, by an appropriate officer of Crouse, (b)
copies of resolutions duly adopted by the trustees or directors of CHH authorizing and
approving CHH’s performance of the Transactions and the execution and delivery of this
Agreement and the documents described herein, certified as true and of full force and effect
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as of the Closing, by an appropriate officer of CHH; (c) copies of resolutions duly adopted
by the directors of Crouse and CHH appointing new directors effective upon the Closing
to fill the vacancies left on the Crouse and CHH boards, respectively; and (d) to the extent
applicable, corresponding documentation by each of the applicable Crouse Entities;
8.2.8 certificates of incumbency for the officers of CHS executing this

Agreement and any other contract or document contemplated herein dated as of the Closing
Date;
8.2.9 certificates of incumbency for the officers of CHH executing this

Agreement, the Operating Lease, and any other contract or document contemplated herein
dated as of the Closing Date;
8.2.10 resignations from all members of the Crouse and CHH board of trustees;
8.2.11 certificates of existence and good standing for each of the Crouse
Entities from the State of New York dated the most recent practical date prior to Closing;
8.2.12 a recent UCC lien search showing no liens on any of Crouse Hospital,
the Crouse Entities, the Purchased Assets, including the Inventory, or other assets set forth
in Section 2.1.1(a), other than Permitted Encumbrances;
8.2.13 all keys, passwords and combinations to Crouse Hospital and the Crouse
Facilities, properly identified and organized at Crouse Hospital and the Related Healthcare
Operations;
8.2.14 all Inventory;
8.2.15 executed original counterparts, or, to the extent executed original

counterparts are not in the possession or control of CHH, true and complete copies to the
extent in the possession or control of CHH, of all Assigned Contracts and all other written
Contracts to which Crouse or a Crouse Entity is a party;
8.2.16 copies of all plans, surveys, lease files, warranties, guaranties and
records of repairs and maintenance relating to the Acquired Real Property to the extent
within the possession or control of Crouse or CHH and can be lawfully transferred;
8.2.17 a duly executed copy of a Business Associate Agreement with CHH as

a Business Associate of Upstate;
8.2.18 an amended and restated nominee agreement to effectively transfer

CMP to SUNY;
8.2.19 documents evidencing any action taken pursuant to Section 5.13;
8.2.20 original bargain and sale deeds to the Acquired Real Property of Crouse
and CHH, fully executed by Crouse or CHH, as applicable, in recordable form, conveying
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to SUNY fee title to the Acquired Real Property, which SUNY shall record in the
applicable land records at Closing;
8.2.21 evidence of a “tail” policy relating to CHH’s excess professional

liability coverage; and
8.2.22 such other instruments and documents as SUNY reasonably deems

necessary to effect the Transactions consistent with the terms hereof.
8.3 Actions of SUNY at Closing. At the Closing and unless otherwise waived in
writing by Crouse, SUNY shall deliver to Crouse the following:
8.3.1 a duly executed copy of the Operating Lease;
8.3.2 a duly executed copy of the Assignment and Assumption Agreement;
8.3.3 a duly executed copy of the Medical Records Agreement;
8.3.4 a copy of the StaffCo PEO Agreement executed by SUNY and StaffCo;
8.3.5 evidence of receipt of all necessary consents from Governmental

Entities and other Persons required in connection with the Transactions and described in
Section 6.2;
8.3.6 copies of resolutions duly adopted by the board of trustees of SUNY

authorizing and approving SUNY’s performance of the Transactions and the execution and
delivery of this Agreement and the documents described herein, certified as true and in full
force and effect as of Closing by an appropriate officer of SUNY;
8.3.7 certificates of incumbency for the respective officers of SUNY

executing this Agreement and any other Contract or document contemplated herein dated
as of the Closing Date;
8.3.8 a certificate from an officer of SUNY to the effect that each of the
conditions specified in Section 7.1 and Section 7.5 have been satisfied;
8.3.9 a duly executed copy of a Business Associate Agreement with CHH;
8.3.10 the StaffCo Employee Matters Agreement and the StaffCo Assignment
and Assumption Agreement duly executed by StaffCo; and
8.3.11 such other instruments and documents as Crouse reasonably deems

necessary to effect the Transactions consistent with the terms hereof.
8.4 Additional Acts. From time to time after the Closing, each Party shall, and shall
cause its Affiliates to, promptly execute, acknowledge and deliver any other assurances or
documents or instruments of transfer reasonably requested by the other Party hereto and necessary
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for the requesting Party to satisfy its obligations hereunder or to obtain the benefits of the
Transactions.
ARTICLE IX
POST-CLOSING COVENANTS OF THE PARTIES
9.1 Joint Advisory Council/Physician Structure. Simultaneously with the Closing,

Upstate will establish a hospital advisory council (the “Advisory Council”) to advise Upstate on
matters relating to institutional culture, quality of care, community benefit and fund raising at the
post-Closing Combined Hospital, as more fully described in EXHIBIT F hereto. Upstate will
maintain the Advisory Council for a period of at least six (6) years after the Closing (the “Post-
Closing Period”) and use good faith efforts to solicit and consider the Advisory Council’s advice
during the Post-Closing Period. Simultaneously with the Closing, Upstate will adopt an Integrated
Physician Committee and Governance Structure reasonably acceptable to Crouse (the “Physician
Structure”) to address the integration of physicians, the ongoing physician reporting and oversight
structure and physician relations for the former Crouse Operations. The Physician Structure
currently under development and contemplated by the Parties is set forth in EXHIBIT G hereto.
Upstate shall use good faith efforts to implement the Physician Structure without delay following
the Closing.
9.2 Branding and Naming Conventions. Subject to the satisfactory completion of due
diligence relating to branding, and the receipt of any required approvals, which Upstate shall
pursue in good faith and without unreasonable delay, Upstate shall implement the branding and
naming conventions relating to the former Crouse clinical operations and the Combined Hospital
as set forth on EXHIBIT H hereto (the “Branding and Naming Conventions”).
9.3 The Crouse NICU Renovation. Upstate understands the strategic importance of the
Crouse Hospital neo-natal intensive care unit (the “Crouse NICU”) to the Syracuse/Central New
York region and is committed to establishing a comprehensive plan to support capital investments
to modernize and grow the Crouse NICU and neonatal intensive care services generally. Prior to
Closing, Upstate shall develop a plan that will include a business case (with proforma), funding
strategy (donor, grants and capital budget), proposed timeline for a renovation of the Crouse NICU
and branding of the Crouse NICU to include the Crouse name regardless of location, such plan to
be reasonably acceptable to Crouse (the “Crouse NICU Plan”).
9.4 EPIC. Upstate recognizes that CHH and CMP require upgrades of their electronic
medical record (“EMR”) system. The current CHH EMR contract is set to renew in 2023. Upstate
is committed to installing EPIC and will work with Crouse and CMP to evaluate and adopt an
appropriate IT integration plan that will accomplish this goal for CHH within eighteen (18) months
following the Closing or soon if reasonably practicable thereafter. Conversion of CHH will have
priority over conversion of CMP if installation of EPIC cannot be simultaneous at CHH and CMP.
Conversion of CMP to EPIC will be scheduled to occur simultaneously with CHH or as soon as
reasonably possible thereafter.
9.5 Physicians and Medical Staff. The Parties acknowledge that the retention of those
members of the CHH medical staff currently employed by CHH will be critical to the success of
the Transaction. The Parties also acknowledge that in order to obtain the desired financial and
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operational synergies, following the Closing the Combined Hospital will operate under a single
set of Medical Staff Bylaws. Upstate agrees that, for at least five (5) years from the Execution
Date, CMP will continue to exist and all CMP physician employment contracts and physician
professional services agreements will continue and will not be terminated by Upstate prior to the
end of their existing terms as of the Execution Date. After the Closing, all CHH physicians will be
employed by either Upstate, CMP, Upstate Community Medical Group. P.C. (“UCM,”) or the
“medical service group” professional corporations that employ the Upstate full-time faculty,
subject to normal termination for cause provisions.
9.6 Public Communications. No Party shall make formal public announcements

regarding the Transactions without the prior written consent of the other, which shall not be
unreasonably withheld, conditioned or delayed. Crouse and Upstate shall consult with one another
and must agree in writing in advance concerning the form and substance of any press release or
other public disclosure of the matters covered by this Agreement, and shall make a diligent effort
to prohibit directors, trustees, officers, employees or advisors from granting press interviews or
engaging in similar actions that would result in public disclosure of such matters; provided,
however, that these obligations shall not be deemed to prohibit any Party from making any
disclosure if such Party deems it necessary in order to fulfill such Party’s disclosure obligations
imposed by law.
ARTICLE X
ADDITIONAL COVENANTS OF THE PARTIES
10.1 Reserved.
10.2 Non-Assignable Contracts. Nothing in this Agreement shall be construed as an

attempt or agreement to assign, transfer, sublease or sublicense any Purchased Assets, Permits and
Approvals or Assigned Contracts which cannot be assigned, transferred, subleased or sublicensed
without the consent or waiver of the party or parties thereto unless such consent or waiver shall
have been obtained. Crouse shall, and shall cause the Crouse Entities to, use all reasonable best
efforts to obtain the consents and waivers of any other party required to assign, convey, settle,
deliver and transfer the Purchased Assets, Assigned Permits and Approvals, and Assigned
Contracts to SUNY. In the event that any such consent or waiver is not obtained as of the Closing
Date or SUNY requests that a Purchased Asset, Assigned Permit and Approval or Assigned
Contract remain with Crouse or the applicable Crouse Entity, then Crouse shall, to the extent
permissible, provide SUNY with all of the benefits enjoyed by Crouse or the applicable Crouse
Entity under any such Purchased Asset, Assigned Permit and Approval or Assigned Contract, and
SUNY shall perform and be liable for all of the obligations under any such Purchased Asset,
Assigned Permit and Approval or Assigned Contract, including but not limited to paying for any
costs, fees, or expenses either directly or as a payment to Crouse under the Transaction
Agreements, and the failure to obtain such consent shall not constitute a breach of Section 5.5.14.
Consistent with and in furtherance of the foregoing, with respect to any Contract listed on Schedule
1.1.9 “Assigned Contracts,” the Parties shall, between the date hereof and the Closing Date,
mutually agree whether such Assigned Contract shall (a) be terminated prior to Closing, (b) be
assigned to SUNY or a SUNY designee at Closing, (c) remain with Crouse, with Crouse’s
expenses thereunder being funded through rental payments under the Operating Lease, or (d) be
assigned to StaffCo.
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10.3 NPL Consents. SUNY and Crouse acknowledge that, because Crouse is a not-for-
profit corporation, Crouse may not sell the Purchased Assets hereunder or lease the Hospital Real
Property pursuant to Operating Lease to SUNY without first obtaining the written consent
(collectively, the “NPL Consents”) of one or both of the Charities Bureau of the New York State
Office of the Attorney General (the “Charities Bureau”) and the New York State Supreme Court
(the “Supreme Court”). Reasonably promptly following the execution of this Agreement by the
Parties, Crouse shall submit an application to the Charities Bureau for its NPL Consent,
accompanied by such affidavits and other materials as shall be required by the Charities Bureau to
accompany such an application. If and when the Charities Bureau shall issue its NPL Consent or,
if applicable, decline to evaluate the transaction, Crouse shall, if required, submit a petition to the
Supreme Court for its NPL Consent, accompanied by such affidavits and other materials as shall
be required by the Supreme Court to accompany such an application. If and when Crouse shall
have obtained all required NPL Consents, Crouse shall promptly notify SUNY thereof, which
notice shall be accompanied by reasonable evidence of the issuance of the NPL Consents. SUNY
shall cooperate with Crouse in all reasonable respects in connection with obtaining the NPL
Consents; provided, however, that SUNY shall not be obligated either to incur any material
expense in connection therewith or to agree to any amendment of the Agreement in order to obtain
any required NPL Consent.
10.4 Revenue Rulings. Prior to Closing, CHH shall obtain an Internal Revenue Service
private letter ruling whereby the IRS makes the following rulings (or comparable rulings that are
substantially and materially the same): (a) the leasing of the Premises (as defined in the Operating
Lease) to SUNY as provided in the Operating Lease will further CHH’s charitable purpose under
Section 501(c)(3); (b) the use of the Premises by SUNY (acting through SUNY Upstate Medical
University) will be substantially related to the exercise or performance by CHH of its charitable
purpose; and (c) the Premises will not be considered debt-financed property within the meaning of
Section 514(b)(1) for purposes of determining whether any part of the income derived under the
Operating Lease will be excludible from CHH’s unrelated business taxable income under Section
512(b)(3) (the “Revenue Rulings”).
ARTICLE XI
TERMINATION
11.1 Termination Prior to Closing. Notwithstanding anything in this Agreement to the

contrary, this Agreement may only be terminated prior to Closing as follows:
11.1.1 by mutual consent in writing of SUNY and Crouse;
11.1.2 by SUNY or Crouse at any time after fourteen (14) months have passed
from the Execution Date if the Closing shall not have occurred by such date, by either Party
providing thirty (30) days’ prior written notice to the other Party; provided, however, that
the right to terminate this Agreement under this Section 11.1.2 shall not be available to any
Party whose material breach of this Agreement has been the cause of, or resulted in, the
failure of the Closing to occur by such date;
11.1.3 by SUNY by written notice to Crouse if any event occurs or condition

exists which makes it impossible for the Crouse Entities to satisfy, or causes the Crouse
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Entities to be unable to satisfy, one or more conditions to the obligations of SUNY to
consummate the Transactions as set forth in ARTICLE VI within fourteen (14) months of
the Execution Date;
11.1.4 by SUNY by written notice to Crouse if any part of the Crouse Facilities
or Purchased Assets becomes materially impaired, damaged, destroyed or condemned prior
to the Closing;
11.1.5 by Crouse by written notice to SUNY if any event occurs or condition

exists which makes it impossible for SUNY to satisfy, or causes SUNY to be unable to
satisfy, one or more conditions to the obligations of Crouse to consummate the
Transactions as set forth in ARTICLE VII within fourteen (14) months of the Execution
Date;
11.1.6 by either SUNY or Crouse, if a law shall have been enacted, entered or
promulgated, or a State official or agency having jurisdiction and whose approval is a
condition to Closing shall have definitively advised either Crouse or SUNY in writing that
its approval will not be given consistent with the terms of this Agreement, having the effect
of prohibiting or making impossible or infeasible the consummation of the Transactions;
or
11.1.7 by SUNY at any time in the event that any Crouse Entity becomes
unable to pay its debts after it becomes due and consistent with the Crouse Entity’s standard
business practice, enters into voluntary or involuntary bankruptcy proceedings, or is placed
into receivership or makes an assignment for the benefit of creditors
(each such date of termination a “Termination Date”).
11.2 Effect of Termination. In the event that this Agreement shall be terminated
pursuant to Section 11.1, all further obligations of the Parties under this Agreement shall terminate
without further liability of any Party to another; provided, however, that the obligations of the
Parties contained in this Section 11.2 and in ARTICLE XI shall survive any such termination;
provided, further, that a termination under Section 11.1 shall not relieve any Party of any liability
for a breach of any representation or warranty or covenant under this Agreement, or be deemed to
constitute a waiver of any available remedy (including specific performance if available) for any
such breach.
ARTICLE XII
NO THIRD-PARTY BENEFICIARIES; SURVIVAL
12.1 Third Party Beneficiaries. Nothing referred to or expressed in this Agreement is

intended by the Parties, nor shall this Agreement be deemed, to confer any legal or equitable right
or remedy, claim or benefit on any Person (including any physician, employee, patient, vendor, or
contractor) not a party to this Agreement, as third party beneficiary or otherwise. No other Person
other than the Parties to this Agreement shall be entitled to enforce or shall be a third-party
beneficiary of this Agreement.
12.2 Survival.
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12.2.1 All covenants contained in this Agreement that contemplate
performance thereof following the Closing Date will survive for the period so contemplated
by such covenant or agreement whether for a specified number of years or by reference to
a specified external event or circumstance, and may be enforced during, or timely
following, their duration. All other covenants which do not contain a specified time period
for their performance will continue indefinitely.
12.2.2 The representations and warranties of the Parties contained in or made

pursuant to this Agreement shall survive the Closing for a period of three (3) years
following the Closing Date; provided, however, that the representations and warranties in
Sections 3.16, 3.17 and 3.25 shall survive until the expiration of the statute of limitations
applicable to the matters covered thereby.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
13.1 Limitation. From and after the Closing, the total amount in the aggregate of
monetary damages payable by a Party to the other Party on account of all actions arising
exclusively out of this Agreement and Schedules thereto (but not the Exhibits) for breaches of
covenants, representations and warranties is capped at Five Million Dollars ($5,000,000). In the
event this Agreement is terminated by a Party (the “Terminating Party”) prior to Closing pursuant
to Section 11.1.3 or Section 11.1.5 as a result of an intentional, knowing or willful breach of any
representation or warranty or covenant in this Agreement, the Terminating Party shall be entitled
to monetary damages from the other Party in an amount equal to of the Terminating Party’s out-
of-pocket expenses (including, but not limited to, legal fees, investment banker fees, and consultant
fees) incurred in connection with due diligence, the negotiation and preparation of this Agreement,
and actions taken pursuant to, or in furtherance of this Agreement and the transactions
contemplated hereunder.
13.2 Assignment; Modification. This Agreement may not be assigned, transferred or

subcontracted, in whole or in part, by a Party without the prior written consent of the other Party
and any attempt to do so in violation of this provision shall be null and void. This Agreement may
not be amended except as agreed to in writing by all Parties. Notwithstanding the foregoing, any
assignment of this Agreement shall be consistent with Section 138 of New York State Finance
Law, and any amendment to this Agreement will require the approval of the required oversight
agencies.
13.3 Governing Law; Venue. This Agreement will be governed by the laws of the State
of New York, excluding choice of law rules thereof. Any disputes hereunder shall be resolved
solely by a court of competent jurisdiction in the State of New York.
13.4 Severability. In the event any part or parts of this Agreement are held to be illegal
or unenforceable by an agency or court with competent jurisdiction, the remainder of this
Agreement will continue in effect, unless a Party would lose a material benefit as a result, in which
event such Party may terminate this Agreement in writing within thirty (30) days of the ruling
(unless the Parties agree in writing to a modified arrangement during the notice period).
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13.5 No Agreement to Refer. The Parties agree that no Party is providing support,
services or facilities in exchange for patient referrals or other business generated by or among the
Crouse Entities, SUNY and/or any of their respective Affiliates, and that the benefits afforded the
Parties under the Transactions are not payment for, and are not in any way contingent upon, the
volume or value of referrals for health care services or other items or services. Nothing in the
Transactions shall be construed to govern, relate to, require or restrict referrals or other
relationships among the Parties or any other facility, physician or third party.
13.6 Standard SUNY Clauses; Priority of Application. The provisions set forth on
Error! Reference source not found. attached hereto (referred to therein as Exhibit A, Standard
Clauses for State University of New York Contracts and A-1 – Affirmative Action Clauses) and
on EXHIBIT E attached hereto (referred to therein as Exhibit F, Additional Required Clauses) are
expressly incorporated by reference herein as if set forth herein. In the event of any conflict
between Error! Reference source not found. and the terms and conditions set forth in this
Agreement, the following order of precedence shall apply: (1) Error! Reference source not
found., then (2) this Agreement and the other Exhibits.
13.7 Approval of New York Oversight Agencies. The Parties acknowledge and agree
that this Agreement is subject to the approval of the AG, the OSC, and the DOB and this
Agreement shall not be effective, valid and enforceable against SUNY until and unless it has been
fully executed by both Parties and approved by the AG, the OSC and the DOB.
13.8 Entire Agreement. This Agreement (including Schedules and Exhibits) contains
the entire agreement between the Parties with respect to the subject matter hereof and supersedes
all prior agreements and understandings (oral or written) among the Parties with respect to the
subject matter hereof.
13.9 Counterparts. This Agreement may be executed in two or more counterparts, each
and all of which shall be deemed an original and all of which together shall constitute but one and
the same instrument.
13.10 Notices. All notices, requests, demands, claims and other communications
hereunder will be in writing. Any notice, request, demand, claim or other communication
hereunder will be deemed duly given when delivered if delivered personally or when received if
sent by recognized overnight courier services (such as FedEx or DHL) and addressed to the
intended recipient as set forth below:
If to Crouse or CHH:
Crouse Health System, Inc.

736 Irving Ave.
Syracuse, New York 13210
Attention: Chair of the Board of Drectors
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in each case with a copy (which shall not constitute notice) to:
McDermott Will & Emery LLP

One Vanderbilt Avenue
New York, NY 10017
Attention: David Ivill
If to SUNY: The State University of New York

Syracuse, NY 13210
Attention:
SUNY Upstate Medical University

Syracuse, NY 13210
Attention: Counsel
Hogan Lovells US LLP

390 Madison Avenue
New York, NY 10017
Attention: Jeffrey G. Schneider, Esq.
Notices will be deemed given when delivered personally or delivered by courier. Any Party may
change the address to which notices, requests, demands, claims and other communications
hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.
13.11 Headings; Terms. The Section headings contained in this Agreement are inserted
for convenience only and shall not affect in any way the meaning or interpretation of this
Agreement. Defined terms are applicable to both the singular and plural forms. All pronouns will
be deemed to refer to the masculine, feminine or neuter, as the identity of the Person may require.
The singular or plural includes the other, as the context requires or permits. The word “include”
(and any variation) is used in an illustrative sense rather than a limiting sense. The word “day”
means a calendar day. All references to “Sections” are to Sections of this Agreement unless
indicated otherwise.
13.12 Further Assurances. On or after the Closing Date, a Party, at the reasonable request
of another Party and without further consideration, shall promptly do each and every act and thing
as may be necessary or lawfully or reasonably expected of such Party to consummate and perform
the Transactions, including (a) executing and delivering, or causing to be executed and delivered,
to the requesting Party all such documents and instruments as are reasonably required to evidence
the terms of this Agreement, in addition to those otherwise required by this Agreement, in form
and substance reasonably satisfactory to the requesting Party and not in contravention of law
(including those applicable to actions by agencies of New York State); (b) furnishing documents;
(c) filing reports, returns, applications, filings and other documents and instruments; (d) assisting
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in good faith in any litigation, threatened litigation or claim and cooperating therein with other
parties and their advisors and representatives, including providing relevant documents and
evidence and maintaining confidentiality in connection with such litigation or threatened litigation
or claims against the Party from whom such cooperation is requested; and (e) cooperating with
each other in exercising any right or pursuing any claim, whether by litigation or otherwise, other
than rights and claims of one Party against the other.
13.13 Waiver. No waiver by a Party or failure or delay in taking action with regard to
any default, misrepresentation or breach of any representation or warranty or covenant hereunder,
whether intentional or not, will be deemed to extend to any prior or subsequent matter or affect in
any way (except by application of customary equitable doctrines of laches, estoppel, etc.) any
rights arising by virtue of any prior or subsequent occurrence, and no waiver will be effective
unless set forth in writing and signed by the Party against whom such waiver is asserted.
13.14 Expenses. Subject to Section 2.5.3(b)(vii) and Section 13.1, each of the Parties
shall be responsible for its own costs and expenses, including the costs and expenses of counsel,
accountants and advisors incurred in connection with the Transactions.
13.15 Disclosure Schedules. From time to time from the date of this Agreement but in
any event not less than thirty (30) days prior to the Closing, Crouse shall promptly supplement or
amend the Schedules called for in ARTICLE III of this Agreement as is necessary to ensure that
the information contained therein, and the representations and warranties of Crouse in ARTICLE
III, shall be true and correct as of the Closing Date. SUNY shall not make any claim against
Crouse, and Crouse shall have no liability to SUNY, arising out of any such supplement or
amendment only to the extent that such changes to the Schedules reflect actions required or
permitted to be taken pursuant to the terms of this Agreement.
From time to time from the date of this Agreement but in any event not less than thirty (30)
days prior to the Closing, SUNY shall promptly supplement or amend the Schedules called for in
ARTICLE IV of this Agreement as is necessary to ensure that the information contained therein,
and the representations and warranties of SUNY in ARTICLE IV, shall be true and correct as of
the Closing Date. Crouse shall not make any claim against SUNY, and SUNY shall have no
liability to Crouse, arising out of any such supplement or amendment only to the extent that it
reflects facts that changed after the Execution Date and is consistent with the terms of this
Agreement.
13.16 Incorporation of Exhibits and Schedules. The Exhibits and Schedules identified in
this Agreement are incorporated herein by reference and made a part hereof.
[Signature Pages Follow]
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IN WITNESS WHEREOF, this Agreement has been entered into as of the day and
year first above written.
In addition to the acceptance of this contract,

I certify that all information provided to the Agency
with respect to State Finance Law §139j & 139k
and Department of Taxation and Finance form ST-
220-CA is complete, true and accurate.
By:
Name:
Title:
Date:

I certify that all information provided to the Agency
with respect to State Finance Law §139j & 139k
and Department of Taxation and Finance form ST-
220-CA is complete, true and accurate.
By:
Name:
Title:
Date:

I certify that original copies of this signature page
will be attached to all other exact copies of this
contract.
THE STATE UNIVERSITY OF NEW YORK
By:
Name:
Title:
Date:
[Signature Page to Asset Purchase Agreement]

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STATE OF NEW YORK)
) ss.:
COUNTY OF ONONDAGA)
On this ___ day of ______________, 20___, before me personally came

__________________________, to me known, who, being by me duly sworn did depose
and say that he/she resides in _________________________________; that he/she is the
____________________________ of Crouse Health System, Inc., the corporation
described in and which executed the foregoing instrument; and that he/she signed his/her
name on behalf of the corporation by order of the Board of Trustees of said corporation.
____________________________
NOTARY PUBLIC
STATE OF NEW YORK)

) ss.:
COUNTY OF ONONDAGA)

__________________________, to me known, who, being by me duly sworn did depose
____________________________ of Crouse Health System, Inc., the corporation
described in and which executed the foregoing instrument; and that he/she signed his/her
name on behalf of the corporation by order of the Board of Trustees of said corporation.
____________________________
NOTARY PUBLIC
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Approved as to Form:
Letitia James
By:
Name:
Title:
Approved:
Director of the Division of Budget
By:
Name:
Title:
Approved:
Thomas P. DiNapoli
State Comptroller
By:
Name:
Title:
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EXHIBITS
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EXHIBIT A
Assignment and Assumption Agreement
See attached.
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EXHIBIT B
Medical Records Agreement
See attached.
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EXHIBIT C
Standard State Clauses
See attached.
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EXHIBIT D
Bill of Sale
See attached.
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EXHIBIT E
Additional Required Clauses
1. Notwithstanding any other provision of this Agreement, the facility (UPSTATE)

remains responsible for ensuring that any service provided pursuant to this Agreement
complies with all pertinent provisions of Federal, State and local statutes, rules and
regulations.
2. UPSTATE reserves the right to terminate this Agreement for cause in the event it
is determined that the certifications filed by Crouse in accordance with (i) State Finance
Law 139-j and 139-k were intentionally false or intentionally incomplete and/or (ii) the
Department of Taxation and Finance Contractor Certification forms ST220-TD and
ST220-CA were false or incomplete. Upon such determination, UPSTATE may exercise
its termination right by providing written notification to Crouse in accordance with the
written notification terms of the Agreement.
3. Crouse shall provide complete and accurate billing invoices to UPSTATE in order
to receive payment for its services. Billing invoices submitted to UPSTATE must contain
all information and supporting documentation required by the UPSTATE and NYS Office
of State Comptroller (“OSC”), to the extent applicable. If applicable, payment for invoices
submitted by Crouse shall only be rendered electronically unless payment by paper check
is expressly authorized by the Vice President for Administration or designee, in her/his
sole discretion, due to extenuating circumstances. Such electronic payment shall be made
in accordance with ordinary New York State procedures and practices, to the extent
applicable. Crouse shall comply with the OSC procedures to authorize payments.
Authorization forms are available at the OSC website at
www.osc.state.ny.us./epay/index.htm, by email at epunit@osc.state.ny.us or by telephone
at 518-474-4032. If applicable, Crouse acknowledges that it will not receive payment on
any invoices submitted under this contract if it does not comply with the OSC’s electronic
payment procedures, except where the Vice President for Administration or designee has
expressly authorized payment by paper check as set forth above.
4. Crouse shall at all times during the contract term remain responsible. Crouse
agrees, if requested by the Chancellor of the State University of New York or his or her
designee, to present evidence of its continuing legal authority to do business in New York
State, integrity, experience, ability, prior performance, and organizational and financial
capacity. The Chancellor of the State University of New York or his or her designee, in
his or her sole discretion, reserves the right to suspend any or all activities under the
Agreement, at any time, when he or she discovers information that calls into question the
responsibility of Crouse. In the event of such suspension, Crouse will be given written
notice outlining the particulars of such suspension. Upon issuance of such notice, Crouse
must comply with the terms of the suspension order. Contract activity may resume at such
time as the Chancellor of the State University of New York or his or her designee issues a
written notice authorizing a resumption of performance under the contract. Upon written
notice to Crouse, and a reasonable opportunity to be heard with appropriate State
University of New York officials or staff, the Agreement may be terminated by the
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Chancellor of the State University of New York or his or her designee at Crouse’s expense
where Crouse is determined by the Chancellor of the State University of New York or his
or her designee to be non-responsible. In such event, the Chancellor of the State University
of New York or his or her designee may complete the contractual requirements in any
manner he or she may deem advisable and pursue available legal or equitable remedies for
breach.
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EXHIBIT F
Description of Advisory Council
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EXHIBIT G
Physician Structure
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EXHIBIT H
Branding and Naming Conventions
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SCHEDULES
See attached.
S-1
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CONFIDENTIAL
HL Draft 3/29/22
Contract No. [______]
Agency No. [______]
____________________________________________
722-748 Irving Avenue
______________________________________________
LEASE AGREEMENT
BY AND BETWEEN
CROUSE HEALTH HOSPITAL, INC.,

LANDLORD
AND
THE STATE UNIVERSITY OF NEW YORK,

TENANT
DATED April [__], 2022
______________________________________________
*Subject to all further reviews, approvals and conditions described herein. This Agreement has
not been approved by any State agency.
\\NY - 067101/000138 - 10318437 v13

Contract No. [_______]
Agency No. [________]
Table of Contents
1. DEMISE ...............................................................................................................................1
2. TERM ..................................................................................................................................1
3. RENT ...................................................................................................................................3
4. LIMITS ON TENANT OBLIGATIONS.............................................................................5
5. USE AND OPERATION; HAZARDOUS MATERIALS ..................................................5
6. REPRESENTATIONS, WARRANTIES AND COVENANTS .........................................7
7. UTILITIES AND SERVICES .............................................................................................8
8. TAXES .................................................................................................................................9
9. REPAIRS, MAINTENANCE AND ALTERATIONS; LIENS ........................................11
10. INSURANCE .....................................................................................................................11
11. CASUALTY DAMAGE ....................................................................................................14
12. CONDEMNATION ...........................................................................................................15
13. TRANSFER, ASSIGNMENT AND SUBLETTING ........................................................16
14. DEFAULTS, REMEDIES AND DAMAGES ...................................................................17
15. SUBORDINATION; NONDISTURBANCE; ATTORNMENT ......................................19
16. INTEREST AND COVENANT AGAINST LIENS .........................................................20
17. SURRENDER ....................................................................................................................21
18. DEFINITION OF LANDLORD; EXCULPATION ..........................................................22
19. NOTICES ...........................................................................................................................22
20. BROKERAGE ...................................................................................................................23
21. SURVIVAL .......................................................................................................................23
22. QUIET ENJOYMENT.......................................................................................................23
23. ENTIRE AGREEMENT ....................................................................................................23
24. FURTHER ASSURANCES ..............................................................................................23
25. LANDLORD NOT IN CONTROL; NO PARTNERSHIP ...............................................24
26. WAIVERS .........................................................................................................................24
27. GOVERNING LAW; VENUE ..........................................................................................24
28. NO LANDLORD AUTHORITY TO OPERATE HOSPITAL OR MENTAL
HEALTH FACILITY; NOTICE TO DEPARTMENT OF HEALTH ..............................24
29. RECORDS ACCESS .........................................................................................................25
30. RIGHT OF ACCESS .........................................................................................................25
31. ESTOPPELS ......................................................................................................................26
32. MISCELLANEOUS ..........................................................................................................26
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Schedules:
Schedule A – Definitions
Exhibits:
Exhibit A – Description of the Premises
Exhibit B – Exhibit A, Standard Clauses for State University of New York Contracts and A-1,
Affirmative Action Clauses
Exhibit C – Additional Required Clauses
Exhibit D – Form of Memorandum of Lease Agreement
Exhibit E – List of Insurance
Exhibit F – Subordination and Non-Disturbance Agreement
2
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Agency No. [________]
LEASE AGREEMENT
This LEASE AGREEMENT (this “Lease”) is made as of the [__] day of April, 2022, by
and between CROUSE HEALTH HOSPITAL, INC., a New York not-for-profit corporation
(“Landlord”), and THE STATE UNIVERSITY OF NEW YORK, an educational corporation
organized and existing under the laws of the State of New York (“SUNY” or “Tenant”), acting
through its SUNY UPSTATE MEDICAL UNIVERSITY (“Upstate”). Each of Tenant and
Landlord shall be referred to herein as a “Party” and collectively, as the “Parties.” Capitalized
terms used in this Lease that are not defined in this Preamble or the Recitals are defined in Schedule
A of this Lease.
RECITALS:
WHEREAS, Landlord and Tenant are parties to that certain Asset Purchase Agreement
(“APA”), dated as of April [__], 2022, which provides for the acquisition by Tenant of
substantially all of the assets of Landlord other than the Premises (as defined below).
WHEREAS, Landlord and Tenant are executing this Lease simultaneously with the
execution of the APA, but this Lease shall not be effective until the Closing (as defined in the
APA) has occurred.
WHEREAS, Landlord desires to demise and lease to Tenant, and Tenant desires to hire
and lease from Landlord, the Land and all buildings and other improvements, now existing or at
any time during the Term constructed on the Land, including, without limitation, Crouse Hospital
and/or any replacement improvements (collectively, the “Premises”), upon and subject to the
terms, covenants and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing premises, and the covenants,

conditions and agreements hereinafter set forth, the mutual receipt and legal sufficiency of which
the Parties hereto hereby acknowledge, Landlord and Tenant agree as follows:
1. DEMISE.
Landlord does hereby demise and lease to Tenant, and Tenant does hereby hire,
lease and take from Landlord, the Premises for the Term (defined below). The Premises are leased
to Tenant “AS-IS” and “WHERE IS” without any representation or warranty by Landlord.
2. TERM.
The term of this Lease shall commence on the date on which Closing under the
APA occurs (the “Commencement Date”) and end on the last day of the calendar month during
which occurs the day immediately preceding the date that is the ninety-ninth (99th) anniversary of
the Commencement Date (such date, the “Expiration Date” and the period commencing on the
Commencement Date and ending on the Expiration Date, or such earlier or later date that the term
of this Lease expires or is otherwise terminated pursuant to the terms hereof or pursuant to Law,
subject to the early termination provisions set forth in in Section 2.3 below, is referred to herein as
the “Term”). Upon the Commencement Date, the Parties may, if either Party makes a written
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request of the other, execute a declaration in form and substance reasonably acceptable to the
Parties confirming the Commencement Date.
Subject to Section 2.1 above, the Term shall terminate upon the earliest of any of
the following events:
(a) termination of this Lease by Landlord following an Event of Tenant

Payment Breach that has not been cured or resolved as permitted herein in accordance
with the terms of Section 14.2(a);
(b) termination of this Lease by Landlord following an Event of Major Tenant

Non-Payment Breach that has not been cured or resolved as permitted herein in
accordance with the terms of Section 14.2(b);
(c) termination of this Lease by Landlord in the event of a major Casualty in

accordance with the terms set forth in Section 11.2;
(d) termination of this Lease in the event of a condemnation in accordance with

the terms set forth in Article 12;
(e) termination of this Lease by Tenant following a Landlord Default that has
not been cured or resolved as permitted herein in accordance with the terms of Section
14.3 (a “Landlord Default Termination”);
(f) the APA shall be terminated prior to the Closing having occurred; or
(g) the Financing Obligations and the Pension Obligations (as defined below)
have been fully and completely satisfied or assumed in their entirety by Tenant or its
Affiliates and the Financing Documents encumbering the Premises have been released of
record.
Upon termination of the Term, all unaccrued obligations of Tenant and Tenant’s
rights of possession hereunder shall terminate (except as otherwise expressly provided herein) but
all obligations of each of Landlord and Tenant that have accrued hereunder prior to such
termination shall continue until they are discharged in full, subject to the limitations set forth in
Section 14.5.
Tenant and Landlord shall have no right to terminate this Lease prior to the
expiration of the Term, except as provided in Section 2.2.
At the expiration of the Term on the Expiration Date or the earlier termination of
the Term pursuant to Section 2.2(g), Tenant shall have the option to purchase the Premises (the
“Purchase Option”) for one dollar ($1.00) (the “Purchase Price”). Tenant shall provide notice of
its intent to purchase the Premises at any time prior to the Expiration Date or earlier termination
of the Term or within sixty (60) days thereafter (the “Purchase Notice”).
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(a) If Tenant elects to purchase the Premises pursuant to this Section 2.5, the
Parties shall complete the conveyance of the Premises within sixty (60) days of delivery
of the Purchase Notice, subject to the following terms:
(i) The Premises shall be conveyed by a Bargain and Sale Deed subject
to covenants, conditions, restrictions, reservations, easements and rights of record
then existing;
(ii) Landlord shall provide a customary title affidavit at closing and such
evidence of authority as may be requested by Tenant’s title insurance company;
(iii) Landlord and Tenant shall execute customary closing documents for
a transaction of this type, including, without limitation, any other documents as may
be reasonably required to consummate the sale and conveyance of the Premises;
(iv) At closing, title to the Premises shall be insurable at regular rates by

a nationally-recognized title insurance company and free from mortgages and other
monetary liens (other than taxes for the then-current fiscal year and future years)
and other encumbrances that did not exist on the Commencement Date that were
not approved by Tenant;
(v) The Purchase Price shall be paid to Landlord by Tenant; and
(vi) Transfer taxes, if any, shall be paid or apportioned in the customary

manner in the State of New York and Tenant shall pay all other expenses, including
the legal fees of Landlord.
(b) Notwithstanding the foregoing, in the event of termination of this Lease by

Landlord pursuant to Section 14.2(a) or Section 14.2(b) following any Event of Tenant
Payment Breach or any Event of Major Tenant Non-Payment Breach, respectively, Tenant
shall not have the right to exercise its Purchase Option.
(c) At the expiration of the Term on the Expiration Date or the earlier
termination of the Term pursuant to Section 2.2(g), the terms of this Section 2 shall
expressly survive such expiration or termination for a period of sixty (60) days thereafter.
3. RENT.
Rent. Tenant shall cause to be paid to Landlord, in immediately available funds, in

the manner set forth in this Section 3, the following (collectively, the “Rent”):
(a) all of Landlord’s payment obligations under any of the Bond Documents or
Financing Documents, including but not limited to, principal, interest, reserve funds,
sinking funds, bond redemption payments, insurance payments, taxes, and any other fee,
cost or obligation (collectively the “Financing Obligations”);
(b) payments to be made by Tenant under the terms of this Lease, such
payments include, without limitation, (i) all Taxes and other costs specified in Sections 7
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and 8.1; and (ii) all insurance expenses as set forth in Section 10 for policies listed on
Exhibit E;
(c) any and all amounts to be paid by Landlord pursuant to the PBGC
Agreement as they become due (collectively, the “Pension Obligations”);
(d) (i) all actual and reasonable continuing expenses of Landlord related to
Landlord’s ongoing activities as the owner of the Premises following the Commencement
Date, such as accounting and audit fees, legal expenses, tax preparation and reporting
expenses, registration and filing fees, storage fees, office supplies, postage, and (ii) all
reasonable expenses and costs to the extent not covered by the policies listed in Exhibit E
hereto (including for purposes hereof fees, costs and expenses related to directors’ and
officers’ insurance, commercial general liability insurance and errors and omission
insurance); in each case to the extent approved by Tenant, which approval shall not be
unreasonably withheld so long as such expenses are consistent with past practice in type
and amount;
(e) payments made by Landlord on account of malpractice liabilities or

worker’s compensation existing or accruing prior to the Commencement Date; and
(f) any and all other amounts necessary to ensure Landlord does not undergo
an Event of Default, as defined in the PBGC Agreement or the Financing Obligations.
Method of Payment. The Parties shall cooperate to ensure that payments of Rent
are received by Landlord prior to the date payments to third parties in respect thereof are due from
Landlord. With respect to the Rent referred to in Sections 3.l above for which Landlord is to be
reimbursed, Tenant shall reimburse Landlord within thirty (30) days after receipt of a proper
invoice from Landlord in respect thereof.
(a) Annual funds needed for Landlord to make the above payments shall be
actual, to the extent known, and estimated, to the extent unknown, or variable. Tenant
shall provide Landlord with an amount equal to one-twelfth of such annual budgeted
amount each month, in advance, upon receipt of a proper invoice therefor.
(b) Landlord shall provide complete and accurate billing invoices to Tenant in
order to receive payment for its services. Billing invoices submitted to Tenant must
contain all information and supporting documentation required by Tenant and NYS Office
of State Comptroller (“OSC”), to the extent applicable. If applicable, payment for
invoices submitted by Landlord shall only be rendered electronically unless payment by
paper check is expressly authorized by the Vice President for Administration or his/her
designee, in her/his sole discretion, due to extenuating circumstances. Such electronic
payment shall be made in accordance with ordinary New York State procedures and
practices, to the extent applicable. Landlord shall comply with the OSC procedures to
authorize payments, to the extent applicable. As of the date of this Lease, Authorization
forms are available at the OSC website at www.osc.state.ny.us./epay/index.htm, by email
at VendUpdate@osc.state.ny.us or by telephone at 518-474-4032, but may be revised at
any time without prior notice to Landlord. If applicable, Landlord acknowledges that it
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will not receive payment on any invoices submitted under this contract if it does not
comply with the OSC’s electronic payment procedures, except where the Vice President
for Administration or his/her designee has expressly authorized payment by paper check
as set forth above.
(c) Inasmuch as certain of the amounts payable by Tenant pursuant to this

Section 3.2 may be based upon estimated expenses, to the extent such amounts were
underestimated and Landlord needs additional funds to pay a deficiency, Tenant shall pay
to Landlord, upon receipt of an invoice therefor in accordance with subsection (b) above,
such deficiency. In addition, in the event that such amounts paid by Tenant pursuant to
this Section 3.2 are based on overestimated expenses, Tenant shall deduct such
overpayment amount from the next following monthly payment or payments until the
amount of the overpayment is recovered.
Late Charges. Tenant shall be responsible for paying any penalties, interest, late
fees and charges imposed by third parties as a result of Tenant’s failure to pay the Rent (or any
component thereof) as and when due, regardless of whether or not Tenant disputes such Rent,
unless such dispute is resolved in Tenant’s favor.
Obligations Under the Bond Documents and Financing Documents. During the
Term, Landlord shall timely satisfy all of Landlord’s payment obligations under the Bond
Documents and Financing Documents, and shall take no action, nor fail to take any action, that
will result in a default under the Bond Documents or Financing Documents. Notwithstanding the
foregoing, Landlord shall not be liable for failure to timely satisfy its payment obligations under
the Bond Documents and Financing Documents while Tenant is in breach of its obligation set forth
in Section 3 of this Lease.
4. LIMITS ON TENANT OBLIGATIONS.
Tenant hereby declares its current need for the Premises, and further determines and
declares its expectation that the Premises (so long as the Premises are subject to the terms hereof)
adequately serves the needs for which the Premises are being leased throughout the Term.
Landlord and Tenant have mutually determined and hereby declare that the Rent hereunder during
the Term represents the fair value for the use of the Premises. Tenant acknowledges that Tenant
has examined the physical condition of the Premises prior to the execution and delivery of this
Lease and has found the same to be satisfactory for all purposes hereof, and Tenant accepts the
condition of the Premises in its present condition “AS-IS,” “WHERE IS” and “WITH ALL
FAULTS,” subject to all existing tenancies and occupancies, and Landlord shall not be required
to perform any work, install any fixtures or equipment or render any services to make the Premises
ready or suitable for Tenant’s occupancy or use.
5. USE AND OPERATION; HAZARDOUS MATERIALS.
Tenant shall use and occupy the Premises solely for (a) the operation of an acute-
care hospital; (b) the operation of related health care facilities and/or provision of clinical services,
(c) related administrative or supporting activities or (d) any other use permitted under applicable
Law and permitted under the Bond Documents or Financing Documents (collectively, the
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“Permitted Use”). Notwithstanding the foregoing, the Permitted Use shall at all times be in
accordance with applicable Laws, the terms of this Lease, including Tenant’s right to assign
Tenant’s interest in this Lease and/or to sublet or license all or a portion of the Premises as set
forth in Section 13.1 and Section 13.2. Tenant, at Tenant’s sole cost and expense, shall obtain all
Governmental Approvals required by the applicable Governmental Entities in connection with the
use of the Premises for the Permitted Use.
Hazardous Materials.
(a) Tenant shall not allow the use, generation, handling, storage, transportation,
treatment, recycling or disposal of Hazardous Materials at the Premises or allow
Hazardous Materials to be released or discharged at, upon, under, or from the Premises,
or to be located at the Premises, without the prior written consent of Landlord (which
consent may not be unreasonably withheld, conditioned or delayed), except in connection
with the operation, maintenance and use of the Premises as permitted hereunder, in
commercially reasonable quantities as a consumer thereof, but then only in full
compliance with all applicable Environmental Laws and all other applicable Laws now or
hereafter enacted or promulgated of every government or municipality having jurisdiction
over the Premises and of any agency thereof.
(b) Tenant shall at all times comply fully and in a timely manner with, and cause
all subtenants, employees, agents, invitees, licensees, contractors and any other persons
occupying or present on the Premises to comply with any applicable Environmental Laws.
(c) Landlord has owned and operated the Premises for the past five (5) years in
material compliance with Environmental Laws and has not caused any Release of
Hazardous Materials at, on, under or from the Premises. To Landlord’s knowledge, there
has been no Release of Hazardous Substances at, on, under or from the Leased Premises,
and no underground storage tanks, dry wells, septic systems, dumps, landfills, or wetlands
are or have been present at, on or under the Premises, except as disclosed to Tenant in
writing prior to the Commencement Date. Landlord has furnished or made available to
Tenant copies of all environmental assessments, reports, audits and other documents in its
possession or under its control that relate to the environmental condition of the Premises
or Landlord’s compliance with Environmental Laws with respect to the Premises.
(d) Each Party shall in a timely manner advise the other Party in writing of (i)
any and all enforcement, cleanup, removal or other governmental or regulatory actions
instituted, completed or threatened pursuant to any applicable Environmental Materials
Laws during the Term relating to or otherwise affecting the Premises; (ii) all claims made
or threatened in writing by any third party against such Party relating to damage,
contribution, cost, recovery, compensation, loss or injury resulting from any Hazardous
Materials in connection with the Premises (the matters set forth in clauses (i) and (ii) above
are hereinafter referred to as “Hazardous Materials Claims”); and (iii) such Party’s
discovery of Hazardous Materials in, on or upon the Premises or any real property
adjoining or in the vicinity of the Premises or the discovery of any occurrence that would
reasonably be expected to cause the Premises or any part thereof to be subject to any
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restrictions on the ownership, occupancy, transferability or use of the Premises under any
Environmental Laws
(e) As between Landlord and Tenant, Landlord shall be solely responsible for
any cost, investigation or cleanup arising from any Release of Hazardous Materials to the
extent not caused by Tenant or Tenant Parties, including any Release of Hazardous
Materials initiated, occurring or arising before the Commencement Date.
(f) Notwithstanding anything herein to the contrary, each Party shall be

responsible for direct damages without monetary limitation for personal injury, death or
damage to real property or fixed assets attributable to such Party’s negligence or other tort
committed by it or its officers, employees or agents.
(g) The provisions of this Article 5 shall survive the expiration or earlier
termination of this Lease.
(h) If Tenant shall fail to comply with its obligations under this Article 5, then,
in addition to any remedies which Landlord otherwise may have under this Lease, at law
or in equity, Landlord shall have the right to enter the Premises to cure any such failure at
Tenant’s sole cost and expense in accordance with the applicable provisions of Section
30.1 of this Lease.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS.
Representations, Warranties and Covenants of Landlord. Landlord represents,

warrants and covenants that, as of the Commencement Date except as provided herein:
(a) Landlord (i) is a not-for-profit corporation that is duly formed, validly

existing and in good standing under the Laws of the State of New York, (ii) is duly
qualified to do business in the State of New York, (iii) owns the Premises set forth on
Exhibit A free and clear of all encumbrances except for Permitted Encumbrances, and (iv)
is authorized under its articles of incorporation and bylaws, action of its board of directors
and applicable Law to own the Premises and manage its properties, to conduct its affairs
in the State of New York, to lease the Premises to Tenant and to execute, deliver and
perform its obligations hereunder.
(b) The execution, delivery and performance of this Lease by Landlord have
been duly authorized by Landlord.
(c) Subject to any consents required under the Bond Documents and Financing
Documents, the execution, delivery and performance of the terms of this Lease by
Landlord do not and will not conflict with or result in a breach of the terms, conditions or
provisions of any restriction or any agreement or instrument (including the Bond
Documents, the Financing Documents, the Crouse Pension Plan Documents and the
Crouse Bonds) to which Landlord is a party or by which Landlord is bound, or constitute
a default under any of the foregoing, in a manner which affects the validity or
enforceability of the provisions of this Lease, or result in the creation or imposition of any
encumbrance whatsoever (other than this Lease) upon the Premises.
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(d) There is no litigation or proceeding pending against Landlord that
materially affects the right of Landlord to execute, deliver or perform its obligations under
this Lease.
Representations, Warranties and Covenants of Tenant. Tenant represents,

covenants and warrants that, as of the Commencement Date:
(a) Tenant is a corporation within the New York State Education Department
created and existing under Section 352 of the New York Education Law. Tenant has
obtained any Governmental Approvals required as a prerequisite to entering into the
transactions contemplated by this Lease and to executing, delivering and performing its
obligations hereunder.
(b) The execution, delivery and performance of this Lease by Tenant have been
duly authorized by Tenant.
(c) The execution, delivery and performance of the terms of this Lease by
Tenant do not and will not conflict with or result in a material breach of the terms,
conditions or provisions of any restriction or any agreement or instrument to which Tenant
is now a party or by which Tenant is bound, or constitute a default under any of the
foregoing, in a manner which affects the validity or enforceability of the provisions of this
Lease, or results in the creation of imposition of any encumbrance whatsoever (other than
this Lease) upon the Premises.
(d) There is no litigation or proceeding pending against Tenant affecting the

right of Tenant to execute, deliver or perform its obligations under this Lease.
7. UTILITIES AND SERVICES.
Throughout the Term, Tenant shall pay all charges which may be assessed against
the Premises for electricity, gas, heat, steam, air conditioning, water, sewer, telephone, internet,
and any and all other utilities at any time used on or in connection with the Premises (whether
public or private) (“Utilities”) and all taxes, rents or other charges thereon, if applicable, and shall
make application in its own name for all utilities required for the operation of the Premises directly
from applicable utility companies and pay as and when the same become due and payable.
Unless assigned by Landlord to Tenant on or prior to the Commencement Date,

Tenant agrees that throughout the Term, it will make application in its own name for all service
contracts required for the routine operation of the Premises and pay all charges which may be
assessed against the Premises for trash collection, fire protection, telephone, internet, cable and
other telecommunications services, security services, alarm services, and other services
customarily used on or in connection with the use, maintenance, operation and/or ownership or
tenancy of the Premises, and the operations therein, and all taxes or other charges thereon, if
applicable.
Throughout the Term, Tenant shall pay all inspection, license and permit fees
related to the use, maintenance, repair, and/or operation of the Premises.
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Through the Term, Tenant shall pay all charges with respect to (a) police protection,
(b) fire protection and (c) street, bridge and highway construction, maintenance, lighting and
sanitation supply, if any, to the extent not included in Taxes.
8. TAXES.
Landlord, at Tenant’s sole cost and expense as part of the Rent, shall pay, prior to
their delinquency, all of the following items (to the extent not duplicative of charges otherwise set
forth herein) (“Taxes”), accruing during the Term or applicable to all or any portion of the Term
(as well as those items accruing prior to the Commencement Date, but which were not required to
be paid prior to the Commencement Date, if any):
(a) all real estate taxes and assessments that are levied or assessed upon or
charged with respect to the Premises or any part thereof;
(b) commercial rent occupancy taxes, and any other occupancy and rent taxes,
imposed on or with respect to this Lease;
(c) transit taxes and vault taxes;
(d) payroll and income taxes;
(e) any and all other governmental levies, fees, rents, assessments, taxes and
charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any
kind and nature whatsoever, and any interest or costs with respect thereto, that are (1)
assessed, levied, confirmed, imposed upon, or would grow or become due and payable
out of or in respect of, or charged with respect to, (A) the Premises or any part thereof,
(B) any appurtenances of the Premises, (C) any Personal Property, equipment or other
facility used in the operation of the Premises (including, without limitation, the property,
plant and equipment), (D) this Lease or the leasehold estate created hereby, (E) any
document to which Tenant is a party transferring an interest or estate in the Premises or
any part thereof, including, without limitation, all applicable transfer taxes which may be
imposed by reason of this Lease and/or (F) the possession, use, occupancy or operation of
the Premises or any part thereof by Tenant, or (2) encumbrances or liens (other than any
such encumbrances or liens created solely by any action or omission of Landlord (other
than any omission by Landlord with respect to any action that Tenant is responsible to
perform or pay for under the terms of this Lease)) on (A) the Premises or any part thereof,
(B) any appurtenances of the Premises, or (C) any Personal Property, equipment or other
facility used in the operation of the Premises (including, without limitation, the property,
plant and equipment); and
(f) interest, costs, fines, penalties and other similar or like governmental
charges applicable to any of the foregoing, unless Landlord disputes such charge in a
timely fashion and the dispute is resolved in Landlord’s favor.
Each Tax, or installment thereof, shall be paid prior to the date on which any fine, penalty,
interest or cost may be added thereto or imposed by Law for the nonpayment thereof, provided,
however, that if, by Law any Tax may at the option of the taxpayer be paid in installments (whether
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or not interest shall accrue on the unpaid balance of such Tax), Landlord, at Tenant’s written
request, shall exercise the option and pay the same, at Tenant’s sole cost and expense as part of
the Rent, in such installments and shall be responsible for the payment of such installments.
Landlord shall deliver to Tenant a copy of any invoices or other payment demands
for Taxes received by Landlord promptly after receipt thereof by Landlord.
Any Tax relating to a fiscal period of a taxing authority, a part of which period is
included within the Term and a part of which period is not included within the Term, shall (whether
or not such Tax shall be assessed, levied, confirmed, imposed upon, or shall become payable,
during the Term) be apportioned between Landlord and Tenant as of the Commencement Date or
Expiration Date (as the case may be), so that Tenant shall pay that portion of such Tax which that
part of the fiscal period within the Term, inclusive of the Commencement Date or Expiration Date
(as the case may be), bears to the entire fiscal period, and Landlord shall pay the remainder thereof.
Provided, however if Tenant acquires the Premises in accordance with Section 2.5, no
apportionment shall be made for the end of the Term, and Tenant shall be solely liable for all
Taxes. Landlord covenants to timely pay all Taxes upon receipt from Tenant of the portion of
Rent so allocated.
If at any time during the Term Tenant deems it necessary or desirable, Tenant may
make an application for exemption with the City of Syracuse Assessor’s Office (or other
appropriate Governmental Entity) in order to obtain the benefit of any real property tax exemption
with respect to the Premises due to use by Tenant or a nonprofit organization. Landlord, at no
liability, cost or expense to Landlord, shall cooperate with Tenant in pursuing such exemption and
shall execute and deliver any instrument reasonably acceptable to Landlord and required in
connection with such application for an exemption.
Under no circumstances shall Tenant pay any income taxes of Landlord. If, due to
a future change in the method of taxation, in the taxing authority or the tax status of Landlord, a
new or additional real estate tax, or other tax or governmental imposition, however designated,
shall be levied against Landlord or the Premises, as an additional part of, or in substitution in whole
or in part of any tax which would constitute “Taxes,” or in lieu of additional Taxes, such tax
assessment or imposition shall be deemed for the purposes hereof to be included within the term
“Taxes.”
This Lease is intended to be, and shall be construed as, an absolutely net triple lease
whereby under all circumstances and conditions (whether or not existing or within the
contemplation of the Parties as of the date hereof) the Rent shall be a completely net return to
Landlord throughout the Term; and Tenant shall be responsible for paying to Landlord, as
additional Rent, any and all expenses, costs, liabilities, obligations and charges whatsoever which
shall arise or be incurred or shall become due during the Term, with respect to or in connection
with the Premises and its operation, management, maintenance and repair There shall be no
abatement of, reduction, of, or counterclaim or setoff against any Rent.
Landlord covenants that during the Term it shall retain its tax-exempt status and
that the Premises shall remain exempt from the imposition of Taxes.
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9. REPAIRS, MAINTENANCE AND ALTERATIONS; LIENS.
Except as otherwise expressly provided in this Lease, Tenant shall keep the
Premises, including the structural and non-structural elements of any Building and the Systems
and Equipment in good, clean and orderly condition and repair, and shall redecorate, paint and
renovate the Premises as may be reasonably necessary (as reasonably determined by Tenant) to
keep it in good condition and repair, all subject to ordinary wear, tear and obsolescence. All repairs
and replacements on Tenant’s part to be performed hereunder shall be at Tenant’s sole cost and
expense, and performed in a good and workmanlike manner, in compliance with Laws and
consistent with customary hospital standards.
In the event the Tenant makes any Capital Improvement, Tenant shall make said
Capital Improvement at its sole cost.
10. INSURANCE.
At all times during the Term, Landlord, at Tenant’s sole cost and expense as part
of the Rent, shall:
(a) keep the Premises (and, if required under any Bond Documents or
Financing Documents, all tangible personal property within the Premises owned by
Landlord) insured against loss or damage by fire or other casualty, and all other hazards
covered by the usual extended coverage, special perils and “all risk” endorsements
(including, without limitation, coverage for loss or damage by water, sprinkler leakage or
collapse, flood, subsidence, vandalism, malicious mischief, hail, fire, strike, riot,
lightning, windstorm, explosion, aircraft, owned and non-owned vehicles, smoke and
earthquake and, if and to the extent obtainable at commercially reasonable rates and
commonly insured against in the case of similarly situated properties, terrorist acts) and
in an amount sufficient to prevent Landlord and Tenant from becoming co-insurers under
provisions of applicable policies of insurance, but in any event in an amount not less than
one hundred percent (100%) of the actual replacement value thereof (including, without
limitation, (x) the cost of demolition, (y) increased cost of construction and (z) the cost of
debris removal but excluding footings, foundations and excavations and without
deduction for depreciation) (“Replacement Value”), such Replacement Value to be
determined, at the request of Landlord from time to time, by one of the insurers or, at the
option of Landlord, by a qualified appraiser, architect or contractor selected and paid for
by Tenant and reasonably acceptable to Landlord, it being agreed that if Landlord shall
fail to request any such determination Tenant shall determine such Replacement Value at
least once in each thirty-six (36) month period and notify Landlord thereof (each insurance
policy for such insurance shall contain an agreed amount and replacement cost
endorsement and, if the insurance required under this clause is not obtained by blanket
insurance policies, the insurance policy shall be endorsed to also provide guaranteed
building replacement cost to the Premises in an amount to be subject to the Landlord’s
approval, which approval shall not be unreasonably withheld);
(b) provide and keep in force, or cause to be provided and kept in force,
insurance against liability for bodily injury and death and property damage, it being agreed
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that all such insurance shall be in such amounts as may from time to time be reasonably
required by Landlord, that such liability insurance shall be public liability insurance
(including, without limitation: commercial general liability insurance; owned, hired and
non-owned automobile and other vehicle coverage; umbrella liability coverage for
personal injury, bodily injury, death, accident and property damage and fiduciary
coverage, containing the so-called “occurrence clause”) that it shall include specifically
the Premises, and all parking areas, docks, bridges, alleys, vaults and sidewalks adjoining
or appurtenant to the Premises, all garages, elevators and escalators, independent
contractors, and products and completed operations liability coverage, and that the
amounts of liability insurance shall not be less than the amounts currently maintained in
the annual aggregate on a per location basis (or, if the aggregate limits are shared with
other locations, in the amounts currently maintained in the annual aggregate), or such
greater limits as may be reasonably required from time to time by Landlord consistent
with insurance coverage then being customarily maintained on properties similar to the
Premises in nature, use, location, height and construction; and
(c) during any period during which construction is conducted on the Premises
and during which period the construction and materials are not covered by the existing
policies, “All-Risk” Builder’s Risk insurance covering the Premises. Tenant shall provide
Landlord with written notice of the need for and the amount of such coverage required no
less than thirty (30) days prior to the commencement of any such construction.
All insurance required by this Lease shall be carried in favor of Landlord and Tenant, as their
respective interests may appear, and, if required, also shall name Bond Trustee and/or holder of
the Crouse Bonds, and lender under the Financing Documents, respectively, as an additional
insured under a standard mortgagee endorsement or lender loss payee endorsement. Nothing in
this Article 10 shall require or cause the Landlord to fail to comply with the insurance requirements
imposed on the Landlord under the Bond Documents and Financing Documents at any time during
the Term.
All insurance required by this Article 10 shall be effected under standard form,
valid and enforceable policies issued by insurers of recognized responsibility, having a general
policyholder rating of “AA” and a financial rating of “VII” or better as established by A.M. Best
or an equivalent rating with such other publication of a similar nature as shall be in current use,
and are licensed to do business in the State of New York or are otherwise approved by Landlord
and Tenant. All deductibles under each insurance policy required under this Article 10 shall be
subject to Tenant’s prior approval, which approval shall not be unreasonably withheld.
Prior to the Commencement Date, Landlord shall deliver to Tenant certified copies
of the insurance policies Landlord is required to maintain under this Article 10 and Exhibit E and
a certificate of the Landlord’s insurance provider certifying that the premiums on such policies
have been paid and that such policies are in force and effect; provided, however, if such policies
are evidenced only by binders, Landlord shall not have an obligation to provide original or certified
copies of such policies until and unless such policies are actually issued by the insurers, and then
Landlord shall deliver same within ten (10) days after same are actually issued and a certificate of
the Landlord’s insurance provider certifying that the premiums on such policies have been paid
and that such policies are in force and effect. Not less than thirty (30) days prior to the expiration
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date of each policy that Landlord is required to maintain hereunder (and promptly after Landlord’s
receipt of any other policies as provided herein), Landlord shall deliver to Tenant and, if required,
Bond Trustee and/or holder of the Crouse Bonds, and lender under the Financing Documents, a
certificate of insurance evidencing the renewal (or replacement) of coverage provided under the
expiring policy (effective upon the expiration of such expiring policy). Not later than ten (10)
days after the renewal (or replacement) of such expiring policy Landlord shall deliver to Tenant
and, if required, Bond Trustee and/or holder of the Crouse Bonds, and lender under the Financing
Documents, evidence satisfactory to Tenant of payment of the premium for such renewal (or
replacement) policy. Not later than thirty (30) days after the renewal (or replacement) of such
expiring policy Landlord shall deliver to Tenant, Bond Trustee and, if required, each holder of the
Crouse Bonds, and each lender under the Financing Documents, an original or certified copy of
such renewal (or replacement) policy or policies; provided, however, as long as Bond Trustee and
each holder of the Crouse Bonds and each lender under the Financing Documents, agrees, if such
renewal (or replacement) policy or policies are evidenced only by binders, Landlord shall not have
an obligation to provide an original or certified copy of such renewal (or replacement) policy or
policies until and unless such policy or policies are actually issued by the insurers, and then
Landlord shall deliver same within ten (10) days after same are actually issued. Landlord shall
procure policies for such insurance required by this Lease for periods of not less than one (1) year.
Landlord shall not name any Person other than Landlord, Bond Trustee and each
holder of the Crouse Bonds and any lender under the Financing Documents as loss payee, without
Tenant’s prior consent, and shall not carry separate insurance (other than personal injury liability
insurance) concurrent in form or contributing in the event of loss with that required by this Lease
to be furnished or which may be required to be furnished by Landlord, unless Tenant, Bond Trustee
and each holder of the Crouse Bonds and any lender under the Financing Documents included
therein as insureds with loss payable as provided in this Lease. Landlord shall immediately notify
Tenant, Bond Trustee and each holder of the Crouse Bonds and any lender under the Financing
Documents of the carrying of any such separate insurance and shall cause the same to be delivered
as required in this Lease.
The insurance required by this Article 10, at the option of Landlord, may be effected
by umbrella or blanket policies issued to Landlord covering the Premises and other tangible
personal property owned by Landlord, provided that the policies otherwise comply with the
provisions of this Article 10. Any insurance required under clause (a) of Section 10.1 hereof (and
any other property insurance) or blanket policies issued to Landlord shall allocate to each Premises
the specified coverage, without the possibility of reduction or co-insurance by reason of, or damage
to, any other premises named therein, and Landlord shall furnish to Tenant, Bond Trustee and each
holder of the Crouse Bonds and any lender under the Financing Documents certified copies or
originals of such policies as provided herein, with schedules attached thereto showing the
insurance afforded by such policies applicable to the Premises and naming Tenant and Bond
Trustee as named insureds and each holder of the Crouse Bonds and any lender under the Financing
Documents as an additional insured. Any umbrella or blanket policies or copies thereof furnished
to Tenant, Bond Trustee or any holder of the Crouse Bonds, or any lender under the Financing
Documents may exclude therefrom information not applicable to the insurance coverage as it
applies to the Premises.
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Tenant shall not violate or permit to be violated any of the conditions or provisions
of any insurance policy required by this Article 10, and Tenant shall so perform and satisfy or
cause to be performed and satisfied the requirements of the insurance policies and the companies
writing such policies so that at all times such companies shall provide the insurance required by
this Article 10.
Each policy of insurance required to be obtained by Landlord as herein provided

and, to the extent reasonably practicable, each certificate therefor issued by the insurer shall
provide that: (i) no act or omission of, or violation of warranties, declarations or conditions
contained in such policy by, Landlord shall invalidate such policy or otherwise affect or limit the
obligation of the insurance company to pay the amount of any loss sustained, (ii) no occupancy or
use of the Premises for purposes more hazardous than permitted by the terms of such policy shall
invalidate such policy or otherwise affect or limit the obligation of the insurance company to pay
the amount of any loss sustained, (iii) no foreclosure or other action or proceeding taken by any
mortgagee of Landlord shall invalidate such policy or otherwise affect or limit the obligation of
the insurance company to pay the amount of any loss sustained, (iv) such policy (or if such policy
is an umbrella or blanket policy, such policy as it relates to the Premises), shall not be canceled,
terminated or modified without at least thirty (30) days’ (ten (10) days’ for the non-payment of
premiums) prior written notice to Tenant, Bond Trustee, and the holders of the Crouse Bonds and
any lender under the Financing Documents, (v) the insurer waives subrogation as to any rights to
recovery of any amounts on account of the negligence of Tenant, Bond Trustee, and the holders of
the Crouse Bonds and any lender under the Financing Documents or their respective
representatives, employees, agents or contractors and waives any right to claim any premiums and
commissions against Tenant, Bond Trustee or the holders of the Crouse Bonds and any lender
under the Financing Documents (provided that the policy need not waive the requirement that the
premium be paid in order for a claim to be paid to the insured), and (vi) Tenant, Bond Trustee and
each holder of the Crouse Bonds and any lender under the Financing Documents is permitted to
make payments to effect the continuation of such policy upon notice of cancellation due to non-
payment of premiums.
Exhibit E attached hereto lists all insurance and the amounts thereof in effect as of
the date hereof and that are required to be maintained, unless otherwise agreed upon by the Parties.
Waiver of Subrogation. To the extent available, all insurance policies carried by

Landlord shall expressly waive any right of subrogation on the part of the insurer against Tenant.
Landlord waives any claims it has against Tenant to the extent such claim is covered by insurance
except for such matters as are subject to any indemnifications or hold harmless provision in favor
of Tenant pursuant to the provisions of this Lease.
11. CASUALTY DAMAGE.
Notice of Casualty. Tenant shall notify Landlord promptly if the Premises or any
portion thereof is damaged or destroyed in whole or in part by fire or other casualty (including
natural disasters).
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Casualty to Premises. Subject to the terms and conditions of the Bond Documents
and the Financing Documents1, if all or a portion of any Premises shall be damaged or destroyed
in whole or in part by fire, natural disaster or other casualty (a “Casualty”), then (i) this Lease shall
continue in full force and effect, (ii) all insurance proceeds on account of such damage or
destruction available to Landlord shall be (x) first applied in accordance with the Bond Documents
and the Financing Documents, and (y) any balance shall then be made available to Tenant and
(iii) Tenant shall promptly commence and complete the Restoration of the applicable Premises as
is feasible given the insurance proceeds, and subject to the applicable provisions of the Crouse
Bonds and the Financing Documents, applicable zoning and building codes and other applicable
Laws.
Tenant’s obligation to pay the Rent for any portion of the Premises damaged or
destroyed shall not be abated in any amount unless and solely to the extent that Landlord has
business interruption insurance that covers the abated Rent. Notwithstanding the foregoing, to the
extent any of such abated Rent is needed by Landlord to satisfy an obligation to a third party
(including to make a payment due under the Crouse Bonds and to any lender under the Financing
Documents in a timely manner because Landlord has not yet received payment under its business
interruption insurance policy, (i) Tenant shall pay such amount so that the obligation is timely
satisfied, (ii) Landlord shall pay to Tenant the amount so paid by Tenant pursuant to clause “(i)”
as soon as it receives the payment under its business interruption policy, and (iii) until Landlord
pays to Tenant the amount described in clause “(ii),” Tenant shall have a lien on Landlord’s rights
to the payment under its business interruption policy to the extent of the amount paid by Tenant
pursuant to clause “(i)” but only if such lien does not trigger a default under the Bond Documents
or any of the Financing Documents.
12. CONDEMNATION. Subject to the terms and conditions of the Bond

Documents and the Financing Documents:
If all or substantially all of the Premises shall be Taken, this Lease shall terminate
as of the date of vesting of title or transfer of possession, whichever is earlier, without further
liability on the part of either Landlord or Tenant (except with respect to all obligations arising prior
to such Taking and such obligations which pursuant to the terms hereof survive the termination of
the Lease) and Tenant may exercise its Purchase Option and pay-off or assume (with the consent
of the PBGC) the PBGC Obligations. The entire award for any such acquisition or condemnation
of such Premises or portion thereof shall (i) first be applied in accordance with the Bond
Documents and the Financing Documents, and (ii) any balance shall then be made available to
Tenant. Nothing contained in this Section 12.1 shall be deemed to prevent Tenant from making a
separate claim in any condemnation proceedings for the value of any Personal Property owned by
Tenant included in such Taking, or for any moving expenses. For purposes of this Section 13.1,
“substantially all” shall include, without limitation, if (i) any portion of the Premises shall be Taken
so that it is commercially unreasonable or unfeasible for Tenant to conduct its normal business in
such Premises and (ii) as a consequence of any Taking, any portion of the Premises shall be taken,
divided or separated in any manner that it materially interferes with parking, visibility, or access
1
Subject to discussions with Bond holders.
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to such Premises, and as a result, it is not commercially reasonable or feasible for Tenant to conduct
its normal business in such Premises;
If this Lease is not otherwise terminated pursuant to this Article 12, then Landlord
agrees that any condemnation proceeds awarded to Landlord for any Taking of the Premises shall
(i) first be applied in accordance with the Bond Documents and the Financing Documents, and (ii)
any balance shall then made available to Tenant. Tenant’s Rent shall be abated in accordance
with, but only to the extent permitted by, Section 11.3 during the period the Premises are being
repaired or restored provided, if required by the holder of the Crouse Bonds, as a condition to its
consent to the Landlord’s election to apply the condemnation proceeds for Restoration of the
Premises and acceptable to the Tenant, such abatement shall not reduce payments on account of
Section 3.1(a).
13. TRANSFER, ASSIGNMENT AND SUBLETTING.
Without the prior written consent of Landlord, but upon twenty (20) days’ prior
written notice to Landlord, Tenant may assign, mortgage, pledge, place any lien, restrictive
covenant, easement or encumbrance on, grant a security interest in, or otherwise transfer
voluntarily, involuntarily, directly or indirectly, by operation of law or otherwise, any interest in
this Lease, or the Tenant’s interest in the Premises or any ownership interests in Tenant
(collectively a “Tenant Transfer”) so long (a) such Tenant Transfer is consistent with the Permitted
Use; (b) all Governmental Approvals, if any, required in connection with any such Tenant
Transfer, have been obtained; (c) such Tenant Transfer is permitted under the Crouse Bonds and
any Financing Document; (f) no Event of Default is continuing past any applicable cure period as
of the date of such Transfer; (f) if applicable, assignor gives to Landlord, not later than the fifth
(5th) Business Day after any such assignment is consummated, an instrument, duly executed by
assignor and the applicable assignee, in form reasonably satisfactory to Landlord, to the effect that
such assignee assumes all of the obligations of Tenant hereunder to the extent arising from and
after the date of such Tenant Transfer; and (g) the assignor shall continue to be liable to Landlord
for the performance of all obligations and duties which are the responsibility of the Tenant under
the terms hereof, and the assignor shall impose the restrictions and obligations set forth herein on
any assignee.
Tenant shall have the right from time to time, subject to obtaining any required
Governmental Approvals, without the consent of Landlord, but upon twenty (20) days’ prior
written notice to Landlord, to sublet or license, in the aggregate, not more than twenty percent
(20%) of the total rentable square footage of the Premises: (a) to customary hospital subtenants,
such as operators of gift shops, cafeterias, coffee shops and/or kiosks, and (b) for any healthcare-
related purpose (including physician groups, special service providers or other supportive uses
such as dialysis companies, laboratories and a pharmacy); provided that (i) any such subleases are
consistent with or supportive of the Permitted Use; (ii) such subleases are permitted under the
Crouse Bonds, and any Financing Document, and, if requested, reviewed and approved by bond
counsel to confirm tax compliance; (iii) all Governmental Approvals, if any, required in connection
with any such subleases have been obtained; and (iv) the term of sublease shall expire not less than
one day prior to the last day of the Term. Tenant, promptly after the execution of a sublease, shall
furnish Landlord with a true, correct and complete copy of such sublease. Notwithstanding any
subletting by Tenant, Tenant shall and will remain fully liable for the payment of the Rent, for the
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performance and observance of all of Tenant’s other obligations under this Lease and shall impose
the restrictions and obligations set forth herein on any sublessee(s). Such subleases shall further
provide that Landlord may, after default by Tenant hereunder, collect rent from the subtenant, and
apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed
a waiver of the provisions hereof or a release of Tenant from the further performance of the
covenants on the part of Tenant herein contained.
Landlord may not, during the Term, voluntarily or by operation of law, assign,
merge, sell, lease, consolidate, sublet, mortgage, collaterally assign, or otherwise transfer or
encumber (except for Permitted Encumbrances) (“Transfer”) all or any part of Landlord’s direct
or indirect interest in the Premises or the ownership interests in Landlord without the prior written
consent of Tenant. In the event Landlord shall effectuate a Transfer in contravention of the
preceding sentence, then Tenant shall have the rights set forth in Section 14.3, other than the right
of specific performance if specific performance is not an available remedy.
14. DEFAULTS, REMEDIES AND DAMAGES.
Events of Tenant Payment Breach, Major Tenant Non-Payment Breach and Non-
Major Tenant Breach Defined.
(a) The following occurrences or acts shall constitute an “Event of Tenant

Payment Breach” under this Lease: (i) Tenant’s failure to pay when due the Rent specified
in Section 3.1(a); and (ii) Tenant’s failure to pay when due any component of the Rent
(other than the Rent specified in Section 3.1(a)), and such amount payable pursuant to the
foregoing clauses (i) or (ii) remains unpaid for a period of at least sixty (60) days after
notice from Landlord to Tenant.
(b) Any one or more of the following occurrences or acts shall constitute an
“Event of Major Tenant Non-Payment Breach” under this Lease:
(i) Tenant’s failure to substantially perform or observe any of the

material maintenance or service covenants or obligations of this Lease on Tenant’s
part to be performed or observed in accordance with Section 9.1 within one hundred
twenty (120) days after its receipt of notice thereof from Landlord specifying the
nature of such default or, if such default shall be of a nature that same cannot
reasonably be cured within one hundred twenty (120) days , if Tenant shall not
commence to cure such default on or before such one hundred twentieth (120) day
and shall not thereafter diligently prosecute said cure to completion and if such
failure by Tenant would materially breach the obligations of Landlord under the
Bond Documents or the Finance Documents.
Notwithstanding the foregoing provisions of this Section 14.1, (i) Tenant shall be obligated to pay
the Rent accrued only during the Term and (ii) if, by reason of Force Majeure, Tenant shall be
unable in whole or in part to carry out any agreement on its part herein contained, other than its
obligations contained in Article 3, Tenant shall not be deemed in default during the continuance
of such inability; provided, however, that Tenant shall, as promptly as legally and reasonably
possible, remedy the cause or causes preventing Tenant from carrying out such agreement, except
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that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the
discretion of Tenant or its contractor, if applicable.
Remedies on Tenant Payment Breach, Major Tenant Non-Payment Breach or Non-

Major Tenant Breach.
(a) Event of Tenant Payment Breach. Whenever any Event of Tenant Payment
Breach shall have occurred and be continuing for a period of sixty (60) days and Tenant
has not in such period (x) terminated this Lease pursuant to Section 2.2(g) and purchased
the Premises pursuant Section 2.5 and (y) delivered evidence reasonably satisfactory to
Landlord that the Pension Obligations will be satisfied or assumed in their entirety by
Tenant, then Landlord shall have the right to:
(i) terminate this Lease upon ninety (90) days’ notice to Tenant and
give notice to Tenant and any assignee or sublessee to vacate the Premises (subject
to obtaining any required Governmental Approvals), unless a Cure of the Tenant
Payment Breach is effectuated within such ninety (90) day period;
(ii) retain all moneys paid by Tenant in advance as Rent;
(iii) recover from Tenant the portion of Rent allocable to the total period
during which Tenant occupies the Premises, less any amounts retained by Landlord
in accordance with Section 14.2(a)(ii); and/or
(iv) exercise all remedies available at law or in equity, subject, however,

to the limitations set forth in Section Error! Reference source not found..
(b) Event of Major Tenant Non-Payment Breach. Whenever any Event of

Major Tenant Non-Payment Breach referred to in Section 14.1(b) shall have occurred and
be continuing, Landlord shall have the right to (i) terminate this Lease, (ii) give notice to
Tenant and any assignee or sublessee to vacate the Premises (subject to obtaining any
required Governmental Approvals), and/or (iii) take whatever other action at law or in
equity is available, including but not limited to specific performance, without terminating
this Lease.
Landlord Default. If Landlord shall fail to perform or observe any of Landlord’s

covenants or obligations of this Lease to be performed or observed within ninety (90) days after
its receipt of notice thereof from the Tenant specifying the nature of such default or, if such default
shall be of a nature that same cannot reasonably be cured within ninety (90) days, Landlord does
not commence to cure such default on or before such ninetieth (90th) day and thereafter diligently
prosecute said cure to completion, (a “Landlord Default”), then Tenant may, in its sole discretion,
bring suit for the collection of any amounts for which Landlord is in default, seek injunctive relief,
or seek specific performance for any other covenant or agreement of Landlord, without terminating
this Lease; and/or
Notwithstanding the foregoing provisions of this Section 14.3, (i) Tenant shall be obligated to pay
the Rent accrued during the Term and (ii) if, by reason of Force Majeure, Landlord shall be unable
in whole or in part to carry out any agreement on its part herein contained, Landlord shall not be
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deemed in default during the continuance of such inability; provided, however, that Landlord shall,
as promptly as legally and reasonably possible, remedy the cause or causes preventing Landlord
from carrying out such agreement.
No Continuing Obligations. Expiration or termination of this Lease pursuant to this

Article 14, by operation of law or otherwise, or repossession of the Premises or any part thereof
pursuant to this Article 14 or otherwise, shall relieve Tenant of its liabilities and obligations
hereunder first arising after such expiration or termination or repossession, except with respect to
(a) any liabilities or obligations that expressly survive the termination or expiration of this Lease,
and (b) damages payable as a result of Tenant’s default as provided herein.
Limitation on Liabilities and Remedies. Notwithstanding anything herein to the

contrary, any payment of money by Tenant under this Lease, including any judgment requiring
payment of money, is subject to the availability of lawful appropriations and must be consistent
with the State Court of Claims Act and State Finance Law.
Waivers. Landlord may waive any Event of Tenant Payment Breach, or any Event
of Major Tenant Non-Payment Breach, and any consequences thereof, in writing in its discretion.
Tenant may waive a Landlord Default, and any consequences thereof, in writing in its discretion.
In the event that any agreement contained herein should be breached by either Party and thereafter
waived by the other Party, such waiver shall be limited to the particular breach so waived and shall
not be deemed to waive any other breach hereunder.
15. SUBORDINATION; NONDISTURBANCE; ATTORNMENT
Subordination and Non-Disturbance. This Lease is subject and subordinate to the

lien, provisions, operation and effect of the Permitted Encumbrances intended to secure the Crouse
Bonds and Financing Documents2, including the required approvals for Landlord to enter into this
Lease. Under a Subordination, Non-Disturbance and Attornment Agreement (the “SNDA”) in the
form attached hereto as Exhibit F and incorporated herein, the Bond Trustee for the Crouse Bonds,
any lender under the Financing Documents, and Landlord have covenanted and agreed with Tenant
that, so long as neither an Event of Tenant Payment Breach or an Event of Major Tenant Non-
Payment Breach has occurred (beyond any period given to Tenant to cure such Event of Tenant
Payment Breach or Event of Major Tenant Non-Payment Breach), (a) this Lease shall not be
terminated; and (b) Tenant’s right to peaceful and quiet possession of the Premises under this
Lease and all of Tenant’s other rights, powers and privileges under this Lease shall not be disturbed
or affected in any way by exercise or enforcement of any of its rights or remedies under the Crouse
Bonds and any Financing Documents, or of any rights otherwise available to the holder or Bond
Trustee of the Crouse Bonds and any lender at law or in equity, including any Transfer of the
Premises by means of a foreclosure sale, deed-in-lieu of foreclosure or other similar device (a
“Foreclosure”).
Attornment. Subject to and in reliance on the terms and covenants of the SNDA,
Tenant shall attorn to any transferee resulting from a Foreclosure and shall recognize such
2
Subject to review by counsel to the Bondholders.
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transferee as Landlord under this Lease. Tenant shall execute, acknowledge and deliver any
commercially reasonable document submitted to Tenant confirming such attornment.
Liens. Landlord agrees that during the Term of this Lease, Landlord will not (a)
grant any additional easement, covenant, lien, mortgage or other encumbrance on the Premises
without the prior written consent of Tenant, (b) incur any additional indebtedness for money
borrowed without the consent of Tenant, or (c) refinance any existing indebtedness without the
consent of Tenant.
16. INTEREST AND COVENANT AGAINST LIENS.
Landlord's interest in the Premises is and always shall be paramount to the interest
of Tenant and nothing in this Lease contained shall empower Tenant to do any act which can, shall
or may encumber the interest for Landlord, except as expressly permitted in Section 13.1 and
Section 13.2. Tenant covenants and agrees not to voluntarily suffer or permit any lien of mechanics
or material men to be placed upon or against the Premises or against Tenant’s interest or any
sublease interest in the Premises arising from labor, material, service or equipment ordered or
authorized by Tenant, including, without limitation, their agents and employees or, in case of any
such lien attaching, to promptly thereafter (and in all cases within sixty (60) days after any such
lien attaching or before the expiration of any applicable cure period under the Crouse Bonds and
any Financing Documents pay and remove same, whichever is earlier).
Notwithstanding anything to the contrary contained herein, Tenant shall have the
right to contest, object to or oppose in good faith and with reasonable diligence the legality or
validity of any such lien so long as (i) Tenant shall indemnify and hold harmless Landlord against
all liability, loss or damage which Landlord shall suffer by reason of such contest, including
attorney’s fees, if assessed by a court of competent jurisdiction, and other expenses reasonably
incurred by Landlord; (ii) such contest shall not constitute or result in any violation of the Crouse
Bonds or any Financing Document, or, if the Crouse Bonds or any Financing Document shall
permit such contest on the condition of the taking of action or furnishing of security by Landlord,
such action shall be taken and such security shall be furnished at the expense of Tenant; and (iii)
Tenant shall keep Landlord advised as to the status of such proceedings. In the event of any such
contest, objection or opposition, Tenant covenants and agrees within thirty (30) days after the final
determination thereof fully to pay and discharge the amounts involved in or affected by such
contest, objection or opposition, together with all penalties, fines, interest, costs and expenses that
may have accrued thereon or that may result from any action by Tenant. Final determination for
purposes of this Section 16.2 shall mean after all appeals have been pursued or time for filing an
appeal has expired.
If Tenant shall fail to cause any lien described in Section 16.1 and Section 16.2
hereof to be discharged within the period required hereunder, in addition to any other right or
remedy, Landlord may, but shall not be obligated to, discharge the same either by paying the
amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding
proceedings, and in any such event Landlord shall be entitled, if Landlord so elects, to compel the
prosecution of an action for the foreclosure of such lien by the lienor and to pay the amount of
judgment in favor of the lienor with interest, costs and allowances. Any amount so paid by
Landlord, with all out-of-pocket costs and expenses incurred by Landlord in connection therewith,
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together with interest thereon at the rate set forth in State Finance Law from the respective dates
of Landlord’s making of the payment or incurring of the costs and expenses to and including the
date of reimbursement to Landlord by Tenant, shall be paid by Tenant to Landlord on demand.
Nothing contained in this Lease shall be deemed or construed in any way as

constituting the consent or request of Landlord, express or implied by inference or otherwise, to
any contractor, subcontractor, laborer or materialman for the performance of any labor or the
furnishing of any materials for any specific improvement, alteration to or repair of the Premises or
any part thereof, nor as giving Tenant any right, power or authority to contract for or permit the
rendering of any services or the furnishing of materials that would give rise to the filing of any lien
against Landlord’s estate or interest in and to the Premises or any part thereof or any assets of
Landlord. Notice is hereby given, and Tenant shall cause all construction agreements entered into
by, on behalf of or through Tenant to provide, that Landlord shall not be liable for any work
performed or to be performed at the Premises by or on behalf of Tenant for any materials furnished
or to be furnished at the Premises at the request of Tenant, and that no mechanic’s or other lien for
such work or materials shall attach to or affect the estate or interest of Landlord in and to the
Premises or any asset of Landlord.
Tenant shall have no power to do any act or make any contract which may create
or be the foundation for any lien, mortgage or other encumbrance upon the estate or assets of
Landlord or of any interest of Landlord in the Premises.
17. SURRENDER.
On the Expiration Date or upon any earlier termination of this Lease, or upon a re-
entry by Landlord upon the Premises pursuant to Article 14 hereof and provided Tenant either
does not or cannot under the terms of this Lease exercise its Purchase Option due to an uncured
Event of Default, Tenant shall surrender and deliver up to Landlord the Premises in good condition,
reasonable wear and tear excepted, free and clear of all liens and encumbrances other than those,
if any, existing on the date hereof or created by Landlord or subsequent owners of the Premises,
without any payment or allowance whatsoever by Landlord. Tenant hereby waives any notice now
or hereafter required by Law with respect to vacating the Premises on any such termination date.
Through and including the Expiration Date or any earlier termination of this Lease, Tenant shall
have performed, in all respects, its repair and maintenance obligations under this Lease.
In the event Tenant either does not or cannot under the terms of this Lease exercise
its Purchase Option due to an uncured Event of Default, all of Tenant’s capital improvements to
the Premises shall become the property of Landlord on the Expiration Date and shall remain upon
and be surrendered with the Premises. In no event shall Landlord be responsible for any loss or
damage occurring to any property owned by Tenant, any sublessee, licensee, assignee and/or other
occupant of the Premises. Upon Landlord’s request, Tenant shall transfer to Landlord such
Personal Property and Systems and Equipment and Capital Improvements pursuant to a bill of sale
in form and substance reasonably satisfactory to both Parties.
Except as otherwise set forth herein, applicable provisions of this Article 17 shall
survive any termination or expiration of the Term.
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18. DEFINITION OF LANDLORD; EXCULPATION.
The term “Landlord” as used in this Lease, so far as the covenants or obligations
on the part of Landlord are concerned, shall be limited to mean and include only the owner or
owners at the time in question of the Premises, and in the event of any transfer or transfers of title
thereto (a) permitted hereunder, (b) to which Tenant consents or (c) by operation of Law, Landlord
named herein (and in case of any subsequent transfer or conveyance, the then grantor) shall be
automatically released from and after the date of such transfer or conveyance of all liabilities with
respect to the performance of any covenants or obligations on the part of Landlord contained in
this Lease thereafter to be performed, and the new landlord shall assume all obligations of Landlord
under this Lease, arising from and after the date of such transfer.
All covenants, stipulations, promises, agreements and obligations of Tenant or

Landlord, as the case may be, contained herein shall be deemed to be the covenants, stipulations,
promises, agreements and obligations of Tenant or Landlord, as the case may be, and not of any
member, director, trustee, officer, employee, servant or other agent of Tenant or Landlord in his
or her individual capacity, and no recourse shall be had on account of any such covenant,
stipulation, promise, agreement or obligation, or for any claim based thereon or hereunder, against
any member, trustee, director, officer, employee, servant or other agent of Tenant or Landlord or
any natural person executing this Lease or any related document or instrument.
19. NOTICES.
All notices, requests, demands, claims, and other communications hereunder will be in
writing. Any notice, request, demand, claim or other communication hereunder will be deemed
duly given if it is delivered personally or sent by recognized overnight courier services (such as
FedEx or DHL) providing proof of delivery and addressed to the intended recipient as set forth
below:
(a) If to Tenant:
The State University of New York

Syracuse, NY 13210
Attention: [________]
with a copy (which shall not constitute notice) to:

Attention: Counsel
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Hogan Lovells US LLP
390 Madison Avenue
New York, NY 10017
Attention: Jeffery G. Schneider, Esq.
(b) If to Landlord:
Crouse Health Hospital, Inc.

736 Irving Ave.
Attention: Chair of the Board of Directors
with a copy (which shall not constitute notice) to:

340 Madison Avenue
New York, New York 10173
Notices will be deemed given when delivered personally or delivered by courier. Any Party may
hereunder are to be delivered by giving the other Party notice in the manner herein set forth.
20. BROKERAGE. Each of Landlord and Tenant represent to the other Party it has
not dealt with any real estate broker, finder or salesperson in connection with this Lease.
21. SURVIVAL. Except as otherwise specifically provided in this Lease, all

covenants, agreements, representations, warranties and indemnifications contained in this Lease
shall not survive the expiration or termination of this Lease.
22. QUIET ENJOYMENT. Provided Tenant is not in default of its obligations under
this Lease beyond the applicable notice and grace periods for the curing of such default, Tenant
shall peaceably and quietly hold, occupy and enjoy the Premises for the Term, without hindrance
from Landlord or any party claiming by, through or under Landlord.
23. ENTIRE AGREEMENT. This Lease, together with Schedule A and Exhibits A,
B, C, D, E and F attached hereto and incorporated herein, contain the entire agreement between
the Parties with respect to the subject matter hereof and supersede all prior agreements and
understandings (oral or written) among the Parties with respect to the subject matter hereof.
24. FURTHER ASSURANCES. So long as this Lease is in full force and effect, from
time to time each Party shall, subject to any required Governmental Approvals, execute and deliver
or cause to be executed and delivered such additional instruments, documents, conveyances and/or
assurances and take or cause to be taken such other actions as shall be reasonably necessary, or
otherwise reasonably be requested by the other Party, to confirm and assure the rights and
obligations provided for in this Lease and render effective the consummation of the transactions
contemplated hereby, or otherwise to carry out the intent and purposes of this Lease.
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25. LANDLORD NOT IN CONTROL; NO PARTNERSHIP.
Except as expressly set forth in this Lease, none of the covenants or other provisions
contained in this Lease shall, or shall be deemed to, give Landlord the right or power to exercise
control over the affairs or management of Tenant, the power of Landlord being limited to the rights
to exercise the remedies contained herein or contemplated hereby. Except as set forth in the other
Transaction Agreements, the relationship between Landlord and Tenant is, and at all times shall
remain, solely that of Landlord and Tenant. No covenant or provision of this Lease is intended,
nor shall it be deemed or construed, to create a partnership, joint venture, agency or common
interest in profits or income between Landlord and Tenant or to create an equity interest in the
business that Tenant conducts at the Premises in favor of Landlord.
Landlord neither undertakes nor assumes any responsibility or duty to Tenant or to

any other person with respect to Tenant’s business, and notwithstanding any other provision
herein: (i) Landlord is not, and shall not be construed as, a partner, joint venturer, alter ego,
manager, controlling person or other business associate or participant of any kind of Tenant or its
Affiliates and Landlord does not intend to ever assume such status; (ii) Landlord shall in no event
(other than to Tenant pursuant to the express terms of this Agreement or the other Transaction
Agreements) be liable for any debts, expenses or losses incurred or sustained by Tenant, or be
deemed responsible for or a participant in any acts, omissions or decisions of Tenant or its
Affiliates; and (iii) Landlord shall have no authority during the Term to operate a hospital or health
care facility on the Premises. Landlord and Tenant disclaim any intention to create any
partnership, joint venture, agency or common interest in profits or income between Landlord and
Tenant, or to create an equity interest in the business that Tenant conducts at the Premises in favor
of Landlord.
26. WAIVERS. No course of dealing on the part of either Party, its officers,
employees, consultants or agents, nor any failure or delay by such Party with respect to exercising
any right, power or privilege of such Party hereunder, shall operate as a waiver thereof, unless
such waiver is in writing.
27. GOVERNING LAW; VENUE. This Lease will be governed by the laws of the
State of New York, excluding choice of law rules thereof. Any dispute hereunder shall be resolved
solely by a court of competent jurisdiction in the State of New York.
28. NO LANDLORD AUTHORITY TO OPERATE HOSPITAL OR HEALTH

FACILITY; NOTICE TO DEPARTMENT OF HEALTH.
Landlord acknowledges that its rights of reentry into the Premises which are
facilities subject to Articles 28, 36 and 40 of the New York State Public Health Law and Article
31 of New York State Mental Hygiene Law do not confer on it the authority to operate a hospital
(as defined in Article 28 of the New York State Public Health Law) or any other licensed health
care facility on the Premises, and, notwithstanding any other provisions of this Lease, Landlord
agrees to give the New York State Department of Health, Tower Building, Empire State Plaza,
Albany, New York 12237, notification by certified mail of its intent to reenter such premises or to
initiate dispossession proceedings, or that this Lease is due to expire or terminate, at least thirty
(30) days prior to the date on which Landlord intends to exercise a right of reentry granted
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hereunder or to initiate such proceedings or at least sixty (60) days before expiration or termination
of this Lease. Upon receipt of notice from Landlord of its intent to exercise its right of re-entry or
upon the service of process in dispossess proceedings and sixty (60) days prior to the expiration
of the Lease, Tenant shall immediately notify by certified mail the New York State Department of
Health, Tower Building, Empire State Plaza, Albany, New York 12237, of the receipt of such
notice or service of such process or that the Lease is about to expire.
Notwithstanding any other provisions of this Lease, upon receipt of any notice from
Landlord of its intent to exercise a right of reentry granted hereunder or upon the service of process
in dispossession proceedings with respect to Premises which are facilities under Articles 28, 36
and 40 of the New York State Public Health Law, and sixty (60) days prior to the expiration or
termination of this Lease, Tenant shall promptly notify by certified mail the New York State
Department of Health, Tower Building, Empire State Plaza, Albany, New York 12237, of the
receipt of such notice or service of such process or that this Lease is about to expire or terminate.
29. RECORDS ACCESS. Landlord and Tenant shall each, until ten (10) years after
the termination or expiration of this Lease, comply with requests for access by the Comptroller
General of the United States, the Secretary of Human Services, the State of New York and their
duly appointed representatives, to this Lease as well as to the books, documents and records of
Landlord and Tenant, respectively, which are necessary to verify Tenant’s costs hereunder.
30. RIGHT OF ACCESS.
During the Term, Tenant shall permit Landlord and its agents, employees and
representatives to enter the Premises, at reasonable times, upon three (3) Business Days prior
notice (except in the case of an emergency), which notice may be oral, and without unreasonable
interference to the business and operations of Tenant, for the purpose of (a) inspecting the Premises
or showing the Premises to the holders of superior mortgages (including the mortgage securing the
Crouse Bonds, or any Financing Document and any lender), or (b) making any necessary repairs
thereto and performing any work therein that may be necessary by reason of Tenant’s failure to
make any repairs or perform any work required to be made or performed by Tenant under this
Lease, provided that, except in an emergency, Landlord shall have given Tenant a notice specifying
such repairs or work Tenant failed to make or perform and Tenant shall have failed to make said
repairs or to do such work. Landlord shall be permitted to take all materials into and upon the
Premises that may be required for the purposes set forth in this Section 30.1 without the same
constituting an actual or constructive eviction in whole or in part. In the event Landlord makes
any repairs or performs any work that Tenant failed to make or perform as provided in this Section
30.1, Tenant shall pay to Landlord any costs and expenses reasonably incurred by Landlord in
connection with same. Tenant shall have the right to have a representative of Tenant accompany
Landlord and its agents, employees and representatives during their access to the Premises
described in this Section 30.1, provided a representative is present at the time of Landlord’s entry.
Nothing in this Article 30 or elsewhere in this Lease shall imply any duty upon the
part of Landlord to do any work; and performance thereof by Landlord shall not constitute a waiver
of Tenant’s default in failing to perform the same. Landlord shall not be liable for any
inconvenience, annoyance, disturbance, loss of business or other damage of Tenant or any
subtenant by reason of making such repairs or the performance of any such work or inspection,
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and the obligations of Tenant under this Lease shall not be affected thereby; provided, however,
that in performing such work, Landlord shall use its reasonable efforts to minimize interference
with Tenant’s and any subtenant’s use and occupancy of the Premises in making any such repairs,
performing any such work or making such inspection, provided, however, that Landlord shall have
no obligation to employ contractors or labor at so-called overtime or other premium pay rates or
to incur any other overtime costs or expenses whatsoever.
During the continuance of an Event of Default hereunder, Landlord shall be

permitted at all reasonable times and upon reasonable notice to enter the Premises for the purpose
of exhibiting the same to prospective tenants and/or purchasers of the Premises.
31. ESTOPPELS.
Each Party agrees that at any time and from time to time, upon not less than ten
(10) Business Days’ prior written notice by the requesting party, to execute, acknowledge, and
deliver, without charge, to requesting Party, or to any person designated by requesting Party, a
statement in writing certifying: (i) that this Lease is in full force and effect and has not been
modified, assigned, subleased, supplemented, or amended except by such writings as shall be
stated; (ii) that the non-requesting Party has not received any written notice of a default or written
notice of termination of this Lease (or, if the non-requesting Party has received such notice that
the default has been cured or termination has been revoked, if such be the case); (iii) that, to the
knowledge of the non-requesting Party, no default exists hereunder (or if any such default does
exist, specifying the same and stating that the same has been cured, if such be the case); (iv) the
dates to which the Rent has been paid; (v) the Commencement Date and Expiration Date of this
Lease; and (vi) such other matters as may be reasonably requested.
The failure of the non-requesting Party to execute, acknowledge, and deliver to

Landlord a statement in accordance with the provisions of this Article 31 within the period set
forth herein shall constitute an acknowledgment by non-requesting Party, which may be relied
upon by the requesting Party and/or the person(s) designated by the requesting Party in its request
for such estoppel certificate, that, except as stated by the requesting Party, this Lease has not been
assigned, amended, changed, or modified, is in full force and effect, and that the Rent has been
duly and fully paid not beyond the respective due dates immediately preceding the date of the
request for such statement.
32. MISCELLANEOUS.
Binding Effect; Assignment. This Lease shall be binding upon and shall inure to
the benefit of the Parties hereto and their respective permitted successors and assigns. Except as
expressly set forth herein, each Party is prohibited from assigning, transferring, conveying or
disposing of its rights, title or interest in this Lease without the prior written consent of the other
Party, and subject to receipt of all applicable Governmental Approvals. This Lease and the
covenants set forth herein are expressly intended to be covenants, conditions and restrictions
running with the Premises and the leasehold estate in the Premises under this Lease.
Headings. The Section headings contained herein are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Lease.
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Singular. Words used in this Lease in the singular, where the context so permits,
shall be deemed to include the plural and vice versa. The definitions of words in the singular in
this Lease shall apply to such words when used in the plural where the context so permits and vice
versa.
Interpretation. When used in this Lease, the phrase “including” shall mean
“including, but not limited to,” the phrase “reasonably satisfactory to Landlord” shall mean
“satisfactory to Landlord in Landlord’s reasonable discretion,” the phrase “with Landlord’s
reasonable consent” or “with Landlord’s reasonable approval” shall mean such consent or approval
at Landlord’s reasonable discretion, and the phrase “reasonably acceptable to Landlord” shall
mean “acceptable to Landlord at Landlord’s reasonable discretion”, except as provided otherwise
herein.
Incorporation of Exhibits and Schedules. The exhibits and schedules identified in

this Lease are incorporated herein by reference and made a part hereof.
Counterparts. This Lease may be executed in two or more counterparts, each and
all of which shall be deemed an original and all of which together shall constitute but one and the
same instrument.
Amendments, Changes and Modifications. Except as otherwise provided herein,

this Lease may not be amended other than by the execution by the Parties hereto of a subsequent
lease amendment in writing, subject to receipt of all applicable Governmental Approvals.
Landlord and Tenant Representatives. Whenever under the provisions hereof the
approval of Landlord or Tenant is required, or Tenant or Landlord is required to take some action
at the request of the other, unless otherwise provided, such approval or such request may be given
for Landlord by the Landlord Representative and for Tenant by the Tenant Representative, and
Landlord and Tenant shall be authorized to act on any such approval or request (but subject to any
applicable Governmental Approvals).
Severability. If either (a) a court of competent jurisdiction holds that any material
provision or requirement of this Lease violates any applicable Law, or (b) a Governmental Entity
with jurisdiction definitively advises the Parties that a feature or provision of this Lease violates
Laws over which such Governmental Entity has jurisdiction, then each such provision, feature or
requirement shall be fully severable and: (1) this Lease shall be construed and enforced as if such
illegal, invalid, or unenforceable provision had never comprised a part hereof; (2) the remaining
provisions hereof that reasonably can be given effect apart from the invalidated provision shall
remain in full force and effect and shall not be affected by the severable provision; and (3) the
Parties shall in good faith negotiate and substitute a provision as similar to such severable provision
as may be possible and still be legal, valid and enforceable.
No Merger. Tenant and Landlord intend that the legal doctrine of merger shall have
no application to this Lease and that neither the execution and delivery of the Lease by Landlord
and Tenant nor the exercise of any remedies under this Lease which might result in Landlord and
Tenant being the same entity shall operate to terminate or extinguish this Lease, except as
specifically provided herein and therein.
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Standard SUNY Provisions; Priority of Application. The provisions set forth in
Exhibit B attached hereto (referred to therein as Exhibit A, Standard Clauses for State University
of New York Contracts and A-1 – Affirmative Action Clauses) and Exhibit C attached hereto
(referred to therein as Exhibit B, Additional Required Clauses) are expressly incorporated by
reference herein as if set forth herein. In the event of any conflict between Exhibit B and the terms
and conditions set forth in this Lease, the following order of precedence shall apply: (1) Exhibit
A of Exhibit B, then (2) Exhibit A-1 of Exhibit B, then this Lease and the other exhibits.
Approval of State Oversight Agencies. Landlord and Tenant acknowledge and

agree that this Lease (and any amendment thereto) is subject to the approval of the AG, the OSC
and the DOB, and this Lease (and any amendment thereto) shall not be valid and enforceable until
such approvals are given. The Parties further acknowledge and agree that this Lease (and any
amendment thereto) shall be effective against Landlord once signed by Landlord but shall not be
effective against SUNY until and unless it has been fully executed by both Parties and approved
by all applicable regulatory agencies, including the AG, the OSC and the DOB.
No Debt of State. The obligations of Tenant under this Agreement shall not
constitute a debt of the State of New York within the meaning of any provisions of the New York
State Constitution, and such obligations may only be undertaken by Tenant using funds that have
been appropriated for such purpose or otherwise lawfully available as set forth in Section 41 of the
New York State Finance Law.
Third-Party Beneficiaries. The terms and provisions of this Lease are intended
solely for the benefit of Landlord and Tenant and their respective permitted successors or assigns,
and it is not the intention of the Parties to confer, and this Lease shall not confer, rights of
enforcement or third-party beneficiary rights or any other rights upon any other Person.
Memorandum of Lease. Simultaneously with execution of this Lease, Landlord

shall execute, acknowledge and deliver to Tenant a recordable Memorandum of the Lease
Agreement (the “Memorandum”), with the final legal description for the Premises attached and
otherwise in the form attached hereto as Exhibit D. Tenant shall have the right to cause the
Memorandum to be recorded at the Tenant’s expense in the public records of Onondaga County,
New York immediately after the execution of this Lease. Upon the expiration or earlier
termination of the Term, Tenant shall, within thirty (30) days after written demand by Landlord,
record in the public records of Onondaga County, an instrument confirming such expiration or
earlier termination of the Term.
[Signature Pages to Follow]
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Agency No. [________]
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease Agreement as
of the date first above written.
LANDLORD:
In addition to the acceptance of this contract, I certify that all

information provided to the Agency with respect to State
Finance Law §139j & 139k and Department of Taxation and
Finance form ST-220-CA is complete, true
and accurate.
Crouse Health Hospital, Inc.
By: _______________________________
Name:
Title:
TENANT:
In addition to the acceptance of this contract, I certify that

original copies of this signature page will be attached to all
other exact copies of this contract.
By: _______________________________
Name:
Title:
By: _______________________________
Name:
Title:
By: _______________________________
Name:
Title:
[Signature Page to Lease Agreement]

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STATE OF NEW YORK)
) ss.:
COUNTY OF ONONDAGA)

_________________________________, to me known, who, being by me duly sworn did depose
____________________________ of Crouse Health Hospital, Inc., the corporation described in
and which executed the foregoing instrument; and that he/she signed his/her name on behalf of the
corporation by order of the Board of Directors of said corporation.
____________________________
NOTARY PUBLIC

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Approved as to Form:
Letia Brown
Attorney General
By:
Name:
Date:
Approved:
Director of the Division of the Budget
By:
Name:
Date:
Approved:
Thomas P. DiNapoli
State Comptroller
By:
Name:
Date:

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Schedule and Exhibit List
Schedules:
Schedule A – Definitions
Exhibits:
Exhibit A – Description of the Premises
Exhibit B – Exhibit A, Standard Clauses for State University of New York Contracts and A-1,
Affirmative Action Clauses
Exhibit C – Additional Required Clauses
Exhibit D – Form of Memorandum of Lease Agreement
Exhibit E – List of Insurance
Exhibit F – Subordination and Non-Disturbance Agreement
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SCHEDULE A
Definitions
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed
to such terms as set forth in the APA (as defined below).
“Affiliate” means, with respect to any Person, any other Person, directly or indirectly,
through one or more intermediaries, Controlling, Controlled by, or under common Control with
such Person.
“APA” has the meaning set forth in the Recitals.
“Bond Documents” means, collectively, (i) the Master Indenture and (ii) all supplements
to the Master Indenture executed by Landlord as of the date hereof.
“Bond Trustee” means, collectively, the Bank of New York Mellon and/or any successor
trustee under the Master Indenture.
“Buildings” means all buildings and improvements located on the Land.
“Business Day” means each day other than a Saturday, Sunday or any other day on which
banks in New York, New York are not required by applicable Law to be open.
“Capital Improvements” means all repairs, alterations and additions which under generally
accepted accounting principles are categorized as capital expenditures and typically amortized
over a period in excess of one year.
“Casualty” has the meaning set forth in Section 11.2.
“Commencement Date” has the meaning set forth in Section 2.1.
“Crouse Bonds” shall mean any bonds issued by Landlord to bondholders pursuant to the
Bond Documents.
“Cure of the Tenant Payment Breach” means that (i) all unpaid amounts are paid, (ii) all
interest, fees and penalties imposed by the third party to whom payment was due, resulting from
the Event of Tenant Payment Breach, have been paid, and (iii) Landlord has not suffered any other
loss, damage or injury as a result of the Event of Tenant Payment Breach.
“Event of Default” means an Event of Major Tenant Non-Payment Breach or an Event of

Tenant Payment Breach.
“Event of Major Tenant Non-Payment Breach” has the meaning set forth in Section
14.1(b).
“Event of Tenant Payment Breach” has the meaning set forth in Section 14.1(a).
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“Environmental Laws” means any applicable Laws relating to (i) pollution, protection or
the regulation of human health or the environment, or (ii) the generation, recycling, labeling,
manufacture, use, disposal, Release, processing, handling, storage, transportation, exposure to, or
remediation of Hazardous Materials.
“Expiration Date” has the meaning set forth in Section 2.1.
“Financing Documents” shall mean, collectively, any mortgage, security agreement,

promissory note or other financing document executed by Landlord to secure its obligations under
the Bond Documents.
“Financing Obligations” has the meaning set forth in Section 3.1(a).
“Force Majeure” means any event that is not reasonably within the control of Tenant or
Landlord (as the case may be), including acts of God; strikes, lockouts or other industrial
disturbances; acts of public enemies; orders or restraints of any kind of the government of the
United States of America or of the State or any of their departments, agencies or officials or any
civil or military authority; insurrection; riots; landslides; earthquakes; fires; inclement weather;
droughts; floods; explosions; or breakage or accidents affecting machinery, transmission pipes or
canals.
“Foreclosure” has the meaning set forth in Section 15.1.
“Governmental Approvals” means, collectively, all consents, licenses, approvals, permits

and all other authorizations required from any Governmental Entity, including, without limitation,
to, as applicable, enter into this Lease; modify or amend this Lease; enter into any agreement
incorporated into this Lease; operate any portion of the Premises as a hospital or health care
facility; terminate this Lease; terminate the operation of any portion of the Premises as a hospital
or health care facility; enforce this Lease; or transfer the Buildings or Premises.
“Governmental Entity” means any government or any agency, bureau, board, directorate,
commission, court, department, official, political subdivision, tribunal or other instrumentality of
any government, whether federal, state or local, domestic or foreign.
“Hazardous Materials” means any (i) substance, material or waste that is defined or listed
under, or for which liability or standards of care may be imposed under any Environmental Law,
and (ii) petroleum (including crude oil or any fraction thereof), asbestos or asbestos-containing
materials, radioactive materials, per- and polyfluoroalkyl substances, 1,4-dioxane and
polychlorinated biphenyls).
“Hazardous Materials Claims” has the meaning set forth in Section 5.2(d).
“Land” means that certain land legally described on Exhibit A and all rights, easements
and appurtenances thereunto belonging or pertaining.
“Landlord” has the meaning set forth in the Preamble.
“Landlord Default” has the meaning set forth in Section 14.3.
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“Landlord Default Termination” has the meaning set forth in Section 2.2(e).
“Landlord Representative” means any officer of Landlord, and any other person or persons
designated in writing from time to time by Landlord to act on behalf of Landlord for the purposes
of performing any act under this Lease.
“Laws” means, collectively, all federal, state and local laws, statutes, codes, ordinances,
orders, rules and regulations and guidances and judicial opinions or presidential authority in the
applicable jurisdiction, including quality and safety standards, accreditation standards and
requirements of the applicable state regulator, each as it may be amended from time to time.
“Lease” has the meaning set forth in the Preamble.
“Master Indenture” shall mean that certain Amended and Restated Master Indenture3,4 as
in effect on the date hereof, between Landlord and The Bank of New York Mellon (in its capacity
as Master Trustee thereunder).
“Memorandum” has the meaning set forth in Section 32.15.
“OSC” has the meaning set forth in Section 3.2(b).
“Party” or “Parties” has the meaning set forth in the Preamble.
“PBGC Agreement” means the Settlement Agreement, dated as of July 12, 2021, between
CHH and the Pension Benefit Guaranty Corporation.
“Pension Obligations” has the meaning set forth in Section 3.1(c).
“Permitted Encumbrances” shall mean (i) this Lease, (ii) the liens created by the Bond
Documents or the Financing Documents, and (iii) any other encumbrances or liens of any nature
to the extent permitted under either the Bond Documents or the Financing Documents.
“Permitted Use” has the meaning set forth in Section 5.1.
“Person” means an individual, corporation, partnership, limited liability company,

association, trust or other entity or organization, including a government or political subdivision
or an agency or instrumentality thereof.
“Personal Property” means all furniture, fixtures and equipment and other personal
property used by Tenant in the operation and maintenance of the Premises, including any vehicles,
whether title to such Personal Property is held by Landlord, Tenant or their respective Affiliates.
“Premises” has the meaning set forth in the Recitals.
“Purchase Notice” has the meaning set forth in Section 2.5.
3
Note to Draft: Reference to Master Indenture to be confirmed with Bond Counsel.
4
Note to Crouse: To confirm with Bond Counsel.
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“Purchase Option” has the meaning set forth in Section 2.5.
“Purchase Price” has the meaning set forth in Section 2.5.
“Release” emission, spill, seepage, leak, escape, leaching, discharge, injection, pumping,
pouring, emptying, dumping, disposal, migration, or release of Hazardous Materials from any
source into or upon the indoor or outdoor environment.
“Rent” has the meaning set forth in Section 3.1.
“Replacement Value” has the meaning set forth in Section 10.1(a).
“Restoration” means the repair, restoration, replacement, rebuilding or alteration of any

portion of the Premises following Casualty to substantially the same condition (or as near thereto
as reasonably practicable) as in existence immediately prior to such fire or other casualty or taking.
“SNDA” has the meaning set forth in Section 15.1.
“State” means the State of New York.
“Systems and Equipment” means, each of the following systems of the Premises: roofing,
sewage, foundation, floors, plant, machinery, transformers, duct work, cable, wires, and other
equipment, facilities, and systems designed to supply heat, ventilation, air conditioning and
humidity or any other services or utilities, or comprising or serving as any component or portion
of the electrical, gas, steam, plumbing, sprinkler, communications, alarm, security, or
fire/life/safety systems or equipment, or any other mechanical, electrical, electronic, computer or
other systems or equipment.
“Taking” or “Taken” means a taking for any public or quasi-public use by any lawful power
or authority by exercise of the right of condemnation or eminent domain or by agreement between
Landlord and those having the authority to exercise such right.
“Taxes” has the meaning set forth in Section 8.1.
“Tenant” has the meaning set forth in the Preamble.
“Tenant Representative” means any officer of Tenant, and any other person or persons
designated by Tenant in writing to act on behalf of Tenant for the purposes of performing any act
under this Lease.
“Tenant Transfer” has the meaning set forth in Section 13.1.
“Term” has the meaning set forth in Section 2.1.
“Transfer” has the meaning set forth in Section 13.3.
“Upstate” has the meaning set forth in the Preamble.
“Utilities” has the meaning set forth in Section 7.1.
Schedule A - 4
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EXHIBIT A
Description of the Premises
ALL THAT TRACT OR PARCEL OF LAND situate in the City of Syracuse, County of
Onondaga and State of New York, being part of Block 355 in said City and being more particularly
described as follows: Beginning at a point on the westerly boundary of Irving Avenue, said point
of beginning being S 0° 24’ 30” W a distance of 260.00 feet measured along the westerly boundary
of Irving Avenue from its intersection with the southerly boundary of East Adams Street, said
point of beginning also being the northeasterly corner of lands conveyed by Hawley Court, Inc. to
Syracuse Memorial Hospital Inc. by deed dated September 21, 1956 and recorded in the Onondaga
County Clerk’s Office on May 17, 1957 in Book 1858 of Deeds, page 412; thence S 0° 24’ 30”
W, along the westerly boundary of Irving Avenue, a distance of 386.54 feet to a point in the
southerly boundary of lands acquired by Syracuse Memorial Hospital from the Estate of Adelaide
S. Pass by will recorded in the Onondaga County Surrogate’s Office on November 26, 1926 in
Book 72 of Wills, page 492; thence N 76° 25’ 40” W, along said southerly boundary and along the
southerly boundary of lands conveyed by the Jewish Home for Aged of Central New York to
Syracuse Memorial Hospital by deed dated September 1, 1924 and recorded in the Onondaga
County Clerk’s Office on August 4, 1924 in Book 537 of Deeds, page 542, a distance of 274.71
feet to an angle point in said last mentioned southerly boundary; thence N 68° 36’ 10” W,
continuing along said last mentioned southerly boundary, a distance of 183.42 feet to the
southeasterly corner of lands described in a deed from Syracuse Memorial Hospital Inc. to The
People of the State of New York dated March 6, 1962 and recorded in the Onondaga County
Clerk’s Office in Book 2083 of Deeds, page 148; thence N 0° 32’ 30” E, along the easterly
boundary of said last mentioned lands, a distance of 150.40 feet to an angle point therein; thence
N 30° 26’ 10” E, continuing along said easterly boundary, a distance of 141.48 feet to a point on
the southerly boundary of lands described in a deed from Syracuse Memorial Hospital to The
People of the State of New York dated March 19, 1935 and recorded in the Onondaga County
Clerk’s Office in Book 766 of Deeds, page 452; thence S 59° 07’ 50”E, along said southerly
boundary, a distance of 26.36 feet to the southeasterly comer of said last mentioned lands, said
point also being on the northerly boundary of lands described in the above mentioned deed from
the Jewish Home for Aged of Central New York to Syracuse Memorial Hospital; thence
southeasterly, along said northerly boundary, following a curve to the left having a radius of 72
feet and whose chord bears S 53° 24’ 35” E, an arc distance of 87.10 feet to a point of tangency;
thence S 88° 04’ 20” E, continuing along said northerly boundary and along the northerly boundary
of lands described in a deed from Sybil T. Caldwell and Alice D. Thorne to Syracuse Memorial
Hospital Inc. dated April 23, 1967 and recorded in the Onondaga County Clerk’s Office on May
15, 1967 in Book 2340 of Deeds, page 404, a distance of 153.83 feet to the southeasterly corner
of said lands conveyed by Hawley Court Inc. to Syracuse Memorial Hospital, Inc.; thence N 0°
24’ 30” E, along the westerly boundary of said last mentioned lands, a distance of 49.00 feet to the
northwesterly corner of said last mentioned lands; thence N 89° 25’00” E, along the northerly
boundary of said last mentioned lands, a distance of 125.00 feet to the point of beginning.
SUBJECT TO a Private Right of Way “A” in common with others for ingress and egress
bounded and described as follows: Commencing at the point of intersection of the southerly
boundary of East Adams Street with the westerly boundary of Irving Avenue; thence S 0° 24’ 30”
W, along the westerly boundary of Irving Avenue, a distance of 311.45 feet to the point of
Exhibit A - 1
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beginning, said point of beginning also being 51.45 feet distant southerly, measured along said
street boundary from the northeasterly corner of the first above described parcel of land; thence S
0° 24’ 30” W, along the westerly boundary of Irving Avenue, a distance of 19.19 feet to a point;
thence N 89° 27’ 44” W, a distance of 219.89 feet to a point of tangency; thence northwesterly,
following a curve to the right having a radius of 52.0 feet whose chord bears N 61° 43’ 28” W, an
arc distance of 50.35 feet to a point on the northerly boundary of the first above described parcel;
thence S 88° 04’ 20” E along said northerly boundary a distance of 137.76 feet to the southwesterly
corner of the aforementioned lands conveyed by Hawley Court, Inc. to Syracuse Memorial
Hospital Inc.; thence S 89° 27’ 44” E a distance of 124.98 feet to the point of beginning.
SUBJECT TO a Private Right of Way ‘B’ in common with others for ingress and egress
bounded and described as follows: Commencing at the point of intersection of the southerly
boundary of East Adams Street with the westerly boundary of Irving Avenue; thence the following
courses and distances to the point of beginning: S 0° 24’ 30” W, along the westerly boundary of
Irving Avenue, a distance of 311.45 feet to a point, said point also being 51.45 feet distant
southerly, measured along said street boundary, from the northeasterly corner of the first above
described parcel of land; thence N 89° 27’ 44” W a distance of 124.98 feet to an angle point in the
northerly boundary of the first above described parcel of land; thence along said northerly
boundary the following 3 courses and distances: (1) N 88° 04’ 20” W a distance of 153.83 feet to
a point of curvature; (2) northwesterly, following a curve to the right, having a radius of 72 feet
and whose chord bears N 53° 24’ 35” W, an arc distance of 87.10 feet to a point; (3) N 59° 07’
50” W a distance of 26.36 feet to the point of beginning; thence S 30° 26’ 10” W, along the westerly
boundary of said first above described lands, a distance of 28.46 feet to a point; thence
southeasterly following a curve to the left, having a radius of 50.00 feet and whose chord bears S
55° 57’ 45” E, an arc distance of 59.41 feet to a point of tangency; thence S 90° 00’ 00” E a
distance of 28.92 feet to a point on the northerly boundary of said first above described lands;
thence northwesterly following a curve to the right, having a radius of 72 feet and whose chord
bears N 52° 19’ 21” W, an arc distance of 33.01 feet to a point; thence N 90° 00’ 00” W a distance
of 3.02 feet to a point of curvature; thence northwesterly, following a curve to the right, having a
radius of 30.00 feet and whose chord bears N 52° 15’ 00” W, an arc distance of 39.53 feet to a
point of compound curvature; thence northerly, following a curve to the right, having a radius of
90.0 feet and whose chord bears N 10° 16’ 58” W, an arc distance of 13.27 feet to a point on the
northerly boundary of the first above described parcel of land; thence N 59° 07’ 50” W, along said
northerly boundary, a distance of 0.65 feet to the point of beginning.
EXCEPTING ALL THAT TRACT OR PARCEL OF LAND situate in the City of

Syracuse, County of Onondaga and State of New York, being part of Block No. 355 in said City
and described as follows:
Parcel No. 1
BEGINNING at the most northwesterly corner of said lands of Crouse Irving Memorial
Hospital, Inc.; thence S 59° 07’ 50” E, along a northeasterly boundary of said lands, a distance of
26.36 feet to a point; thence southeasterly, continuing along said northeasterly boundary, following
a curve to the left having a radius of 72.00 feet and a central angle of 45° 17’ 02”, an arc distance
of 56.91 feet to a point; thence N 89° 27’ 44” W a distance of 93.84 feet to a point in the
Exhibit A - 2
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northwesterly boundary of said lands of Crouse Irving Memorial Hospital, Inc.; thence N 30° 26’
10” E, along said northwesterly boundary, a distance of 65.00 feet to the point of beginning.
TOGETHER WITH a permanent easement to construct, install, maintain, operate, repair,

replace and improve and use an existing roadway for the purposes of transportation, travel, ingress
and egress and use over said roadway by commercial, emergency and passenger vehicles and
trucks of all kinds, and pedestrian use in, on and across Parcel 1-A as described as follows:
Parcel No. 1-A
BEGINNING at the southwesterly corner of the above described Parcel No. 1; thence N
30° 26’ 10” E, along the northwesterly boundary of said Parcel No. 1, a distance of 25.38 feet to a
point; thence S 89° 27’ 44” E a distance of 52.98 feet to a point on the northeasterly boundary of
said Parcel No. 1; thence southeasterly, along said northeasterly boundary, following a curve to
the left having a radius of 72.00 feet and a central angle of 26° 46’ 18”, an arc distance of 36.16
feet to the southeasterly corner of said Parcel No. 1; thence N 89° 27’ 44” W, along the southerly
boundary of said Parcel No. 1, a distance of 93.84 feet to the point of beginning.
EXCEPTING ALL THAT TRACT OR PARCEL OF LAND situate in the City of

Syracuse, County of Onondaga and State of New York, being part of Block No. 355 in said City
and being more particularly described as follows:
Parcel No. 2
BEGINNING at a point in the westerly boundary of Irving Avenue, said point being 646.54
feet distant southerly, measured along said westerly street boundary, from its intersection with the
southerly boundary of East Adams Street, said point also being the southeasterly corner of said
lands of Crouse Irving Memorial Hospital, Inc.; thence N 76° 25’ 40” W, along the southerly
boundary of said lands, a distance of 94.42 feet to a point; thence S 89° 35’ 30” E a distance of
91.93 feet to a point in the westerly boundary of Irving Avenue; thence S 0° 24’ 30” W, along said
street boundary, a distance of 21.50 feet to the point of beginning.
TOGETHER WITH a permanent easement: (1) to construct, install, maintain, operate,

repair, replace, improve and use an existing roadway for the purposes of transportation, travel,
ingress, egress and use over said roadway by commercial, emergency and passenger vehicles and
trucks of all kinds, and pedestrian use in, on and across said Parcel No. 2, and (2) for the
maintenance or placement of an existing sign measuring 79” x 82” on the above-described Parcel
No. 2.
TOGETHER WITH the rights, privileges and easements hereinafter described over all
those tracts or parcels of land situate in the City of Syracuse, County of Onondaga and State of
New York, being part of Block 355 in said City, being part of lands of The People of the State of
New York, said rights, privileges and easements being described as follows: (1) to construct,
install, maintain, operate, repair, replace and improve an existing or relocated roadway for the
purposes of transportation, travel, ingress, egress and use over said roadway by commercial,
emergency and passenger vehicles and trucks of all kinds and pedestrian use in, on and over Parcels
5, 6 and 7 as shown on the Map and as hereinafter described; and (2) to construct, install, maintain,
operate, repair, replace and improve existing oxygen tanks and oxygen storage facilities, an
Exhibit A - 3
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existing part of a guard building, and a vehicular parking lot, including ingress and egress
therefrom in, on and over Parcel 7 as hereinafter described and to keep and maintain the existing
vestibule located within Parcel 5 hereinafter described, and (3) to construct, install, maintain,
operate, repair, replace and improve an existing concrete transformer pad as it presently exists in
Parcel 6 hereinafter described; said Parcels 5, 6 and 7 being bounded and described as follows:
Parcel No. 5
BEGINNING at a point on the division line between said lands of The People of the State
of New York on the south and lands of Crouse Irving Memorial Hospital, Inc. on the north, said
point of beginning being the following courses and distances from the intersection of the southerly
street line of East Adams Street with the westerly street line of Irving Avenue: S 0° 24’ 30” W,
along the westerly line of East Adams Street, a distance of 646.54; thence N 76° 25’ 40” W,
measured along said division line, a distance of 50.50 feet to the point and place of beginning;
thence N 89° 35’ 30” W a distance of 35.83 feet to a point; thence N 88° 16’ 06” E a distance of
106.07 feet to a point; thence N 88°48’ 00” W a distance of 155.00 to a point of curvature; thence
northeasterly, following a curve to the right having a radius of 120.00 feet and a central angle of
89° 20’ 30”, an arc distance of 187.12 feet to a point of tangency; thence N 0° 32’ 30” E a distance
of 135.50 feet to a point of curvature; thence northeasterly, following a curve to the right having a
radius of 80.00 feet and a central angle of 57° 46’ 13”, and an arc distance of 80.66 feet to a point
of tangency; thence N 58° 18’ 43” E a distance of 46.82 feet to a point on the division line between
lands of The People of the State of New York on the northwest and lands of Crouse Irving
Memorial Hospital, Inc. on the southeast; thence S 30° 26’ 10” W, along said division line, a
distance of 103.22 feet to an angle point; thence S 0° 32’ 30” W, along the division line between
lands of The People of the State of New York on the west and lands of Crouse Irving Memorial
Hospital, Inc. on the east and its southerly prolongation, a distance of 171.36 feet to a point; thence
southeasterly, following a curve to the left having a radius of 100.00 feet and a central angle of
70° 15’ 02”, an arc distance of 122.61 feet to a point of tangency; thence S 88° 48’ 00” E a distance
of 186.50 feet to a point on the aforementioned division line between lands of The People of the
State of New York on the south and lands of Crouse Irving Memorial Hospital, Inc. on the north;
thence S 76° 25’ 40” E along said division line, a distance of 112.91 feet to the point and place of
beginning.
Parcel No. 6
BEGINNING at a point on the division line between lands of The People of the State of
New York on the north and lands of Crouse Irving Memorial Hospital, Inc. on the south at its
intersection with the division line between lands of The People of The State of New York on the
west and lands of Crouse Irving Memorial Hospital, Inc. on the east, said point of beginning being
the following courses and distances from the intersection of the southerly streetline of East Adams
Street with the westerly streetline of Irving Avenue: S 0° 24’ 30” W, along the westerly streetline
of Irving Avenue, 308.64 feet to a point; thence N 89° 27’ 44” W a distance of 125.00 feet; thence
S 0° 24’ 30” W a distance of 2.81 feet to the point and place of beginning; thence from said point
and place of beginning N 88° 04’ 20” W, along said first mentioned division line, a distance of
153.83 feet to a point of curvature; thence northwesterly, continuing along said division line,
following a curve to the right having a radius of 72.00 feet and a central angle of 50° 56’ 32”, an
arc distance of 64.02 feet to a point; thence S 89° 27’ 44” E a distance of 208.98 feet to a point on
Exhibit A - 4
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said division line between lands of The People of the State of New York on the west and lands of
Crouse Irving Memorial Hospital, Inc. on the east; thence S 0° 24’ 30” W, along said last
mentioned division line, a distance of 31.71 feet to the point and place of beginning.
Parcel No. 7
BEGINNING at a point on the division line between lands of The People of the State of
New York on the south and lands of Crouse Irving Memorial Hospital, Inc. on the north, said point
of beginning being the following courses and distances from the intersection of the southerly
streetline of East Adams Street with the westerly streetline of Irving Avenue: S 0° 24’ 30” W,
along the westerly streetline of Irving Avenue, a distance of 646.54 feet; thence N 76° 25’ 40” W,
measured along said division line, a distance of 163.41 feet to the point and place of beginning;
thence from said point and place of beginning N 88° 48’ 00” W a distance of 186.50 feet to a point
of curvature; thence northwesterly, following a curve to the right having a radius of 100.00 feet
and a central angle of 70° 15’ 02”, an arc distance of 122.61 feet to a point; thence N 0° 32’ 30” E
a distance of 20.96 feet to the southwesterly corner of lands of Crouse Irving Memorial Hospital,
Inc.; thence S 68° 36’ 10” E, along the division line between lands of The People of the State of
New York on the south and lands of Crouse Irving Memorial Hospital, Inc. on the north, a distance
of 183.42 feet to an angle point; thence S 76° 25’ 40” E, continuing along said division line, a
distance of 111.30 feet to the point and place of beginning.
Said premises being more particularly described as follows:
ALL THAT TRACT OR PARCEL OF LAND situate in the City of Syracuse, County of
Onondaga and State of New York, being part of Block 355 in said City and being more particularly
described as follows: Beginning at a point on the westerly boundary of Irving Avenue, said point
being S 0° 24’ 30” W a distance of 260.00 feet, measured along the westerly boundary of Irving
Avenue from its intersection with the southerly boundary of East Adams Street; thence S 0° 24’
30” W, along the westerly boundary of Irving Avenue, a distance of 365.04 feet to a point in the
northerly boundary of lands conveyed to the People of the State of New York by deed from Crouse
Irving Memorial Hospital, Inc., dated February 4, 1992 and recorded in the Onondaga County
Clerk’s Office on February 4, 1992 in Book 3748 of Deeds, page 239; thence N 89° 35’ 30” W,
along the northerly boundary of lands of said People of the State of New York, a distance of 91.93
feet to a point; thence N 76° 25’ 40” W a distance of 180.29 feet to an angle point; thence N 68°
36’ 10” W a distance of 183.42 feet to a point; thence N 0° 32’ 30” E a distance of 150.40 feet to
an angle point; thence N 30° 26’ 10” E a distance of 77.84 feet to a point on the southerly boundary
of lands described in a deed from Crouse Irving Memorial Hospital, Inc. to the People of the State
of New York dated February 4, 1992 and recorded in the Onondaga County Clerk’s Office on
February 4, 1992 in Book 3748 of Deeds, page 239; thence S 89° 27’ 44” E, along said southerly
boundary, a distance of 93.84 feet to a point at the southeasterly corner of said last mentioned
lands; thence southeasterly, following a curve to the left having a radius of 72 feet and whose chord
bears S 53° 24’ 35” E, an arc distance of 29.93 feet to a point of tangency; thence S 88° 04’ 20” E
a distance of 153.83 feet to a point; thence N 0° 24’ 30” E a distance of 49.00 feet to a point; thence
N 89° 25’ 00” E a distance of 125.00 feet to the point and place of beginning.
Intending to describe property shown on City of Syracuse Tax Map Nos. 49-16-7.1 and 49-
16-12.1.
Exhibit A - 5
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TOGETHER WITH the benefits and subject to the burdens of an Agreement by and
between Crouse-Irving Memorial Hospital, Inc., Crouse-Irving Memorial Properties, Inc. and
Crouse-Irving Memorial Physician’s Office Building - Limited Partnership, dated December 30,
1974 and recorded March 13, 1975 in the Onondaga County Clerk’s Office in Book 2550 of Deeds,
page 513; and in Syracuse Common Council Ordinance No. 66, dated January 31, 1972.
Exhibit A - 6
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EXHIBIT B
See attached.
Exhibit B - 1
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EXHIBIT C
1. Notwithstanding any other provision of this Agreement, the facility (“Upstate”) remains
responsible for ensuring that any service provided pursuant to this Agreement complies with all
pertinent provisions of Federal, State and local statutes, rules and regulations.
2. Upstate reserves the right to terminate this Lease for cause in the event it is determined that
the certifications filed by Crouse Health Hospital, Inc. (“Crouse”) in accordance with (i) State
Finance Law 139-j and 139-k were intentionally false or intentionally incomplete and/or (ii) the
Department of Taxation and Finance Contractor Certification forms ST220-TD and ST220-CA
were false or incomplete. Upon such determination, Upstate may exercise its termination right by
providing written notification to Crouse in accordance with the written notification terms of the
Lease.
3. Crouse shall provide complete and accurate billing invoices to Upstate in order to receive
payment for its services. Billing invoices submitted to Upstate must contain all information and
supporting documentation required by Upstate and NYS Office of State Comptroller (“OSC”).
Payment for invoices submitted by Crouse shall only be rendered electronically unless payment
by paper check is expressly authorized by the Vice President for Administration or designee, in
her/his sole discretion, due to extenuating circumstances. Such electronic payment shall be made
in accordance with ordinary New York State procedures and practices. Crouse shall comply with
the OSC procedures to authorize payments. Authorization forms are available at the OSC website
at www.osc.state.ny.us./epay/index.htm, by email at epunit@osc.state.ny.us or by telephone at
518-474-4032. Crouse acknowledges that it will not receive payment on any invoices submitted
under this contract if it does not comply with the OSC’s electronic payment procedures, except
where the Vice President for Administration or designee has expressly authorized payment by
paper check as set forth above.
4. Crouse shall at all times during the contract term remain responsible. Crouse agrees, if
requested by the Chancellor of the State University of New York or his or her designee, to present
evidence of its continuing legal authority to do business in New York State, integrity, experience,
ability, prior performance, and organizational and financial capacity. The Chancellor of the State
University of New York or his or her designee, in his or her sole discretion, reserves the right to
suspend any or all activities under the Lease, at any time, when he or she discovers information
that calls into question the responsibility of Crouse. In the event of such suspension, Crouse will
be given written notice outlining the particulars of such suspension. Upon issuance of such notice,
Crouse must comply with the terms of the suspension order. Contract activity may resume at such
time as the Chancellor of the State University of New York or his or her designee issues a written
notice authorizing a resumption of performance under the contract. Upon written notice to Crouse,
and a reasonable opportunity to be heard with appropriate State University of New York officials
or staff, the Lease may be terminated by the Chancellor of the State University of New York or
his or her designee at Crouse’s expense where Crouse is determined by the Chancellor of the State
University of New York or his or her designee to be non-responsible. In such event, the Chancellor
of the State University of New York or his or her designee may complete the contractual
Exhibit C - 1
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requirements in any manner he or she may deem advisable and pursue available legal or equitable
remedies for breach.
Exhibit C - 2
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Agency No. [________]
EXHIBIT D
Form of Memorandum of Lease Agreement
See attached.
Exhibit D - 1
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Agency No. [________]
EXHIBIT E
List of Insurance
Exhibit E - 1
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Agency No. [________]
EXHIBIT F
Subordination and Non-Disturbance Agreement
See attached.
Exhibit F - 1
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HL Draft 4/8/22
EMPLOYEE MATTERS AGREEMENT
between
CROUSE HEALTH HOSPITAL, INC.,
and
STAFFCO OF BROOKLYN, LLC, Buyer
Dated as of [___________], 2022
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Table of Contents
Page
ARTICLE I DEFINITIONS ............................................................................................................2

1.1 Certain Definitions .......................................................................................2
1.2 Other Terms .................................................................................................4
1.3 Other Definitional Provisions ......................................................................4
ARTICLE II SALE AND PURCHASE OF ASSETS .....................................................................4

2.1 Equipment ....................................................................................................4
2.2 HR Systems ..................................................................................................4
2.3 Data ..............................................................................................................5
2.4 Contracts ......................................................................................................5
2.5 Prepaid Expenses .........................................................................................5
2.6 Books and Records ......................................................................................5
2.7 Employee Records .......................................................................................5
ARTICLE III CLOSING; PURCHASE PRICE; PAYMENT.........................................................5

3.1 Time and Place .............................................................................................5
3.2 Purchase Price ..............................................................................................5
3.3 Payment of Purchase Price...........................................................................5
3.4 Assumption of Liabilities .............................................................................5
3.5 Deliveries by Seller at Closing ....................................................................5
3.6 Deliveries by Buyer at Closing ....................................................................6
3.7 Allocation of the Purchase Price ..................................................................6
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER ...................................6

4.1 Organization .................................................................................................6
4.2 Execution, Delivery and Performance of Agreement ..................................6
4.3 Authority ......................................................................................................7
4.4 Consents .......................................................................................................7
4.5 Title ..............................................................................................................7
4.6 Seller Plans...................................................................................................7
4.7 Claims and Litigation ...................................................................................8
4.8 Compliance with Laws and Other Requirements ........................................8
ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER .....................................8

5.1 Organization .................................................................................................8
5.2 Execution, Delivery and Performance of Agreement ..................................9
5.3 Authority ......................................................................................................9
5.4 Consents .......................................................................................................9
5.5 Acknowledgment by Buyer .........................................................................9
5.6 Tax Exemption .............................................................................................9
ARTICLE VI COVENANTS ..........................................................................................................9

6.1 Confidentiality .............................................................................................9
6.2 Employees ....................................................................................................9
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Table of Contents
(continued)
Page
6.3 Further Assurances.....................................................................................12

6.4 StaffCo DBA ..............................................................................................12
ARTICLE VII CONDITIONS PRECEDENT TO CLOSING ......................................................12

7.1 Conditions Precedent to Buyer’s Obligations ............................................12
7.2 Conditions Precedent to Seller’s Obligations ............................................13
ARTICLE VIII SURVIVAL; INDEMNIFICATION FOR DAMAGES ......................................14

8.1 Survival ......................................................................................................14
8.2 Indemnification by Seller ...........................................................................14
8.3 Indemnification by Buyer ..........................................................................14
8.4 Third Party Claim Indemnification Procedures .........................................14
8.5 Direct Claims .............................................................................................16
8.6 Specific Performance .................................................................................16
ARTICLE IX MISCELLANEOUS COVENANTS AND AGREEMENTS ................................17

9.1 Release of Information ...............................................................................17
9.2 Termination ................................................................................................17
9.3 Notices .......................................................................................................17
9.4 Miscellaneous ............................................................................................18
9.5 Updating Disclosure Schedules .................................................................20
9.6 Third Party Beneficiaries ...........................................................................20
Schedules
Schedule 2.1 Equipment

Schedule 2.4 Assigned Contracts
Schedule 3.7 Allocation of Purchase Price
Schedule 4.6 Seller Plans
Schedule 6.2(d) Seller Plans to Be Assumed/Adopted by Buyer
Schedule 6.2(e) Seller Welfare Benefit Plans to Be Terminated
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EMPLOYEE MATTERS AGREEMENT
EMPLOYEE MATTERS AGREEMENT, dated as of April [__], 2022 between CROUSE

HEALTH HOSPITAL, INC., a New York not-for-profit corporation (“Seller”), and STAFFCO
OF BROOKLYN, LLC, a New York limited liability company (“Buyer”). This Employee Matters
Agreement, together with the Schedules attached hereto, are hereinafter referred to collectively as
this “Agreement.”
RECITALS:
WHEREAS, Seller owns and operates a general acute care hospital located at 736 Irving
Ave., Syracuse, New York, including all extension clinics (collectively, “Crouse Hospital”), under
a license issued to it pursuant to Article 28 of the Public Health Law of the State of New York.
WHEREAS, The State University of New York (“SUNY”), an educational corporation

organized and existing under the laws of the State of New York, acting through its SUNY Upstate
Medical University (“Upstate”) Seller, and Crouse Health System, Inc. (“Crouse”) are parties to a
certain Asset Purchase Agreement, dated as of April [___] (the “APA”).
WHEREAS, in connection with SUNY’s educational mission, Upstate operates University

Hospital, a general acute care hospital licensed under Article 28 of the Public Health Law of the
State of New York.
WHEREAS, pursuant to the APA, certain operations and assets of Seller and Crouse will
be transferred by Seller and Crouse to SUNY for integration into Upstate’s healthcare operations
with the result that Crouse Hospital and University Hospital will become one hospital operating
under University Hospital’s operating license.
WHEREAS, Buyer is a registered Professional Employer Organization in the State of New

York pursuant to Section 918 of the New York Professional Employer Act (the “Act”).
WHEREAS, the parties hereto desire that (i) Buyer offer employment to substantially all
of Seller’s employees, other than certain members of the medical staff, prior to the Closing Date
(defined below); (ii) Buyer hire as of the Closing all of such employee who accept such offer of
employment; and (iii) such employees provide substantially the same services to SUNY that such
employees were providing to the Seller immediately prior to the Closing Date.
WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase from Seller
certain assets of Seller used in connection with the management and employment of Seller’s
employees, all on the terms and conditions herein contained.
NOW, THEREFORE, in consideration of the premises, the mutual covenants contained

herein and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Buyer and Seller hereby agree as follows:
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ARTICLE I
DEFINITIONS
1.1 Certain Definitions. As used in this Agreement, the following terms have the
meanings set forth below:
“Act” has the meaning set forth in the recitals.
“Affiliate” means, with respect to any Person, any Person directly or indirectly
controlling, controlled by, or under common control with, such other Person as of the date on
which, or at any time during the period for which, the determination of affiliation is being made.
For purposes of this definition, the term “control” (including the correlative meanings of the terms
“controlled by” and “under common control with”), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the direction of the management
policies of such Person, whether through the ownership of voting securities or by contract or
otherwise.
“APA” has the meaning set forth in the recitals.
“Assets” has the meaning set forth in the introductory clause to ARTICLE II.
“Assigned Contracts” has the meaning set forth in Section 2.4.
“Assumed Liabilities” means, without any duplication, (i) all amounts shown on
the Crouse Consolidating Balance Sheet as being transferred to Buyer as “accounts payable and
accrued expenses” or “accrued salaries and related benefits”; (ii) all liabilities of Seller as of the
Closing Date related to any of the Seller Plans assumed by Buyer as set forth in Schedule 6.2(c),
including for accrued and unused vacation, personal days, accrued sick days and other paid time
off pertaining to the Hired Employees; and (iii) all liabilities under the Assigned Contracts. Except
as specifically set forth in (i), (ii) or (iii) above, “Assumed Liabilities” excludes any and all claims
or disputes arising from facts or circumstances occurring prior to the Closing of the APA.
“Buyer” has the meaning set forth in the preamble.
“Buyer Indemnified Parties” has the meaning set forth in Section 8.2.
“Buyer Plan” has the meaning set forth in Section 6.2(a).
“Claim Notice” has the meaning set forth in Section 8.4(a).
“Closing” has the meaning set forth in Section 3.1.
“Closing Date” has the meaning set forth in Section 3.1.
“Direct Claim” has the meaning set forth in Section 8.5.
“Crouse Consolidating Balance Sheet” has the meaning set forth in Section 2.2.1
of the APA.
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“Crouse Hospital Operations” has the meaning set forth in the recitals.
“Crouse Hospital” has the meaning set forth in the recitals.
“Employees” has the meaning set forth in Section 4.6(a).
“Equipment” has the meaning set forth in Section 2.1.
“ERISA” means the Employee Retirement Income Security Act of 1974, as

amended.
“ERISA Controlled Group” is the group determined pursuant to ERISA

Section 4001 and Internal Revenue Code Sections 414(b) and (c) of which Seller is a member.
“Hired Employees” has the meaning set forth in Section 6.2(c).
“Indemnified Parties” has the meaning set forth in Section 8.2.
“Indemnifying Party” has the meaning set forth in Section 8.4(a).
“Multiemployer Plans” has the meaning set forth in Section 4.6(a).
“Losses” has the meaning set forth in Section 8.2.
“Non-Union 401(k) Plan” has the meaning set forth in Section 6.2(f).
“Notice Period” has the meaning set forth in Section 8.4(a).
“Purchase Price” has the meaning set forth in Section 3.2.
“PEO Agreement” means the Professional Employer Agreement between SUNY

and Buyer to be effective on the Closing Date.
“Person” means an individual, a corporation, a partnership, an association, a limited

liability company, a government entity, a trust or other entity or organization.
“Seller” has the meaning set forth in the preamble.
“Seller Indemnified Parties” has the meaning set forth in Section 8.3.
“Seller Plans” has the meaning set forth in Section 4.6(a).
“Seller’s Knowledge” means information known, or that reasonably should be

known, after due inquiry, by the following: the Chief Executive Officer, the Chief Operating
Officer, Chief Medical Officer or the Chief Financial of each of Crouse and CHH.
“StaffCo Assignment and Assumption Agreement” has the meaning set forth in
Section 3.6(b).
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“SUNY” has the meaning set forth in the recitals.
“Third Party Claim” has the meaning set forth in Section 8.4(a).
“Union 401(k) Plan” has the meaning set forth in Section 6.2(e).
“1199 Employees” has the meaning set forth in Section 6.2(b).
“1199SEIU” has the meaning set forth in Section 6.2(c).
1.2 Other Terms. Other terms may be defined elsewhere in the text of this Agreement
and, unless otherwise indicated, shall have such meaning throughout this Agreement.
1.3 Other Definitional Provisions. Unless the express context otherwise requires:
(a) the words “hereof, “herein”, and “hereunder” and words of similar import,
when used in this Agreement, shall refer to this Agreement as a whole and not to any
particular provision of this Agreement;
(b) the terms defined in the singular have a comparable meaning when used in
the plural, and vice versa;
(c) the terms “Dollars” and “$” mean United States Dollars;
(d) references herein to a specific Section, Subsection or Schedule shall refer,

respectively, to Sections, Subsections or Schedules of this Agreement;
(e) wherever the word “include,” “includes,” or “including” is used in this

Agreement, it shall be deemed to be followed by the words “without limitation;” and
(f) references herein to any gender includes each other gender.
ARTICLE II
SALE AND PURCHASE OF ASSETS
Subject to the terms and conditions of this Agreement, Seller shall sell, transfer, convey,
assign and deliver to Buyer, and Buyer shall purchase and acquire, at the Closing, the following
assets of Seller existing at the Closing (collectively, the “Assets”):
2.1 Equipment. All of Seller’s ownership rights in the equipment, office setups and
furniture set forth on Schedule 2.1 (all such foregoing items being transferred to Buyer hereinafter
referred to collectively as the “Equipment”).
2.2 HR Systems. All rights of Seller to all time and attendance, payroll (including
payroll electronic deposit), human resources and personnel software systems specifically
developed by, or for, Seller for use in connection with, or presently used by Seller in connection
with, managing and compensating the Hired Employees.
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2.3 Data. All rights of Seller to all documentation, database tapes, and custom software
specifically developed by Seller for use in connection with, or presently used by Seller in
connection with, managing the Hired Employees.
2.4 Contracts. All of Seller’s rights, to the extent assignable, under those contracts to
which Seller is a party that are listed on Schedule 2.4 (the “Assigned Contracts”).
2.5 Prepaid Expenses. Any and all of Seller’s rights in prepaid expenses (excluding
prepaid corporate income and franchise taxes) primarily relating to the Hired Employees.
2.6 Books and Records. All records, files, personnel files and employment records,
and all other files, records and documents primarily relating to the Hired Employees.
2.7 Employee Records. To the extent assignable, all files and records relating to the
Hired Employees, including those regarding work history, benefits and pensions, as well as such
Seller policies, manuals and similar materials as are reasonably necessary for Buyer to address
personnel, benefits or other issues, or resolve disputes, regarding Hired Employees.
ARTICLE III
CLOSING; PURCHASE PRICE; PAYMENT
3.1 Time and Place. The purchase and sale of the Assets (the “Closing”), shall occur
on the date of the Closing Date under the APA if all conditions set forth in ARTICLE VII have
been satisfied (or waived in writing by the party entitled to waive) on or before such date (the
“Closing Date”). The Closing will be held at the offices of Hogan Lovells US LLP at 875 Third
Avenue, New York, New York.
3.2 Purchase Price. Subject to the terms and conditions of this Agreement, in
consideration of the sale, transfer, conveyance, assignment and delivery of the Assets by Seller to
Buyer, at the Closing, in addition to the assumption of the Assumed Liabilities, Buyer shall pay to
Seller cash in the amount of [_____]Dollars ($[_____]) (the “Purchase Price”).
3.3 Payment of Purchase Price. The Purchase Price shall be paid at the Closing by wire
transfer of immediately available funds to an account or accounts designated by Seller.
3.4 Assumption of Liabilities. At the Closing, Buyer will assume and discharge or
perform when due all of the Assumed Liabilities.
3.5 Deliveries by Seller at Closing. At the Closing, Seller shall deliver, or cause to be
delivered, to Buyer the following:
(a) one or more bills of sale duly executed by Seller form and substance
reasonably acceptable to Buyer, transferring the Assets to Buyer;
(b) such assignments, consents to assignment, certificates, and such other good
and sufficient instruments of sale, conveyance, assignment and transfer as shall be
reasonably necessary or appropriate to assign or convey the Assigned Contracts to Buyer
on the terms set forth in this Agreement;
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(c) full, actual and unimpeded possession of the Assets;
(d) the certificate to be delivered pursuant to Section 7.1(c); and
(e) all other documents, agreements, certificates and consents required to be

delivered to Buyer under the provisions of this Agreement or reasonably requested by
Buyer to effect, evidence or facilitate the transaction contemplated by this Agreement.
3.6 Deliveries by Buyer at Closing. At the Closing, Buyer shall deliver, or cause to be
delivered, to Seller the following:
(a) the Purchase Price in immediately available funds by wire transfer to an

account or accounts designated by Seller;
(b) an assignment and assumption agreement, in form and substance reasonably

acceptable to Seller, as may be necessary to effect Buyer’s assumption of the Assumed
Liabilities (the “StaffCo Assignment and Assumption Agreement”);
(c) the certificates to be delivered pursuant to Section 7.2(c) and Section 7.2(d);
and
(d) deliver to Seller all the documents, agreements and certificates required to
be delivered to Seller under the provisions of this Agreement or reasonably requested by
Seller to effect, evidence or facilitate the transactions contemplated by this Agreement.
3.7 Allocation of the Purchase Price. The parties agree that the Purchase Price shall be
allocated as set forth in Schedule 3.7, and that such allocation will be used by the parties in
reporting the transaction contemplated by this Agreement for federal and state tax purposes.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer, as of the date hereof and as of the Closing Date,
as follows:
4.1 Organization. Seller is a New York not-for-profit corporation duly organized,

validly existing and in good standing under the laws of the State of New York and has full
corporate power and authority to carry on its business as now being conducted and to own, lease
or operate its properties, as and in the places where such business is now conducted and such
properties are now owned, leased or operated.
4.2 Execution, Delivery and Performance of Agreement. The execution, delivery and
performance by Seller of this Agreement and the consummation of the transactions contemplated
hereby and thereby, do not and will not (i) violate any provision of its Articles of Incorporation or
Bylaws, (ii) assuming the receipt of all consents, approvals, waivers and authorizations, to Seller’s
Knowledge, conflict with, or result in the breach of, or constitute a default under, or result in the
termination, cancellation, modification or acceleration (whether after the filing of notice or the
lapse of time or both) of any right or obligation of Seller under any Assigned Contract, or result in
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the creation of any encumbrance upon any of the Assets, or (iii) assuming the receipt of all consents,
approvals, waivers and authorizations, violate or result in a breach of or constitute a default under
any law to which Seller is subject, other than, in the cases of clauses (ii) and (iii), conflicts,
breaches, terminations, defaults, cancellations, accelerations, losses, violations or encumbrances
that would not have a material adverse effect on the Assets or materially impair or delay Seller’s
ability to perform its obligations hereunder.
4.3 Authority. Seller has full power and authority under applicable corporate law to
enter into this Agreement and the related agreements referred to herein and has or on or before the
Closing Date will have full power and authority under applicable corporate law to carry out the
transactions contemplated hereby and thereby, and all corporate and other proceedings required to
be taken by Seller to authorize the execution, delivery and performance of this Agreement and the
agreements, instruments and other documents relating hereto have been or on or before the Closing
Date will have been properly taken. This Agreement and all agreements, certificates and other
documents relating hereto constitute the valid and binding obligations of Seller, enforceable in
accordance with their respective terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally.
4.4 Consents. To Seller’s Knowledge, except as necessary to effectuate the closing of

the transactions set forth in the APA and any consents of third parties required for the assignment
of the Assigned Contracts to Buyer, no approval, consent, withholding of objection or other
authorization is required from any court, administrative agency, governmental authority or any
other third party in connection with the execution, delivery or performance by Seller of this
Agreement.
4.5 Title. To Seller’s Knowledge, Seller is the owner of all of the Assets described in
Sections 2.1 and 2.2 of this Agreement, free and clear of any lien, restriction or other encumbrance.
4.6 Seller Plans.
(a) Schedule 4.6 contains an accurate and complete list of the following
agreements, plans or other contracts, covering any current or former employee of (i) Seller
or (ii) any member of the ERISA Controlled Group who provides or provided services in
connection with the Seller’s operation of Crouse Hospital (collectively, the “Employees”),
which are in effect as of the date hereof and currently provide for employee benefits or
remuneration to current or former Employees or dependents of such Employees:
(x) employee benefit plans within the meaning of Section 3(3) of ERISA; (y) any other
employee benefit plan, fund, agreement, program, policy, or arrangement, whether written
or unwritten, formal or informal, which Crouse, or any member of the ERISA Controlled
Group, currently sponsor or maintain, or to which they have any outstanding present or
future obligations to contribute or other liability, whether voluntary, contingent or
otherwise and (z) any and all multiemployer plans (as defined in section 3(37) of ERISA)
to which Crouse has or had an obligation to contribute either directly or at the request of
an employee pursuant to any collective bargaining agreement between Crouse and various
unions representing Employees (collectively “Multiemployer Plans”). The items set forth
on Schedule 4.6 shall be referred to as the “Seller Plans.” For the avoidance of doubt,
“Employees” do not include employees of Crouse Medical Practice, PLLC.
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(b) No Seller Plan is a “multiple employer welfare arrangement” (as defined in
Section 3(40) of ERISA).
(c) With respect to each Seller Plan, Seller has heretofore delivered or made
available to Buyer complete copies of the Seller Plan documents and any amendments
thereto. Each Seller Plan that is intended to be qualified under Section 401(a) of the
Internal Revenue Code (i) complies in all material respects with ERISA and the Internal
Revenue Code and all applicable laws, (ii) has been operated in material compliance with
the terms thereof, and (iii) has received a favorable determination letter or can rely on an
opinion letter from the Internal Revenue Service, and, to Seller’s Knowledge, there are not
any currently existing circumstances that could result in a revocation of any such
determination.
(d) To Seller’s Knowledge, there are no actions, audits or claims pending or

threatened against Seller with respect to the maintenance or operation of such plan, other
than routine claims for benefits.
(e) The members of Seller’s ERISA Controlled Group have complied in all
material respects with all of the continuation coverage requirements of Section 1001 of the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, Section 4980B of
the Internal Revenue Code, as amended (“COBRA”), and ERISA Sections 601 through
608 and with the requirements of Section 5000 of the Internal Revenue Code.
(f) Except as set forth on Schedule 4.6, neither Crouse or any Crouse Entity (as
defined in the APA) has any policy or practice, or any employee benefit plan, which
provides for retiree medical coverage, other than as required pursuant to COBRA.
(g) The representations and warranties set forth in this Section 4.6 shall survive
for a period of three (3) years following the Closing Date.
4.7 Claims and Litigation. The representation set forth in Section 3.15 of the APA is
hereby incorporated by reference.
4.8 Compliance with Laws and Other Requirements. To Seller’s Knowledge, Seller is
in material compliance with all material any laws, rules, regulations, ordinances and orders,
judgments, decrees and awards applicable to the Assets.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller, as of the date hereof and as of the Closing Date,
as follows:
5.1 Organization. Buyer is a limited liability company duly formed, validly existing
and in good standing under the laws of the State of New York and has full corporate power and
authority to carry on its business as now being conducted and to own, lease and operate its
properties, as and in the places where such business is now conducted and such properties are now
owned, leased or operated.
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5.2 Execution, Delivery and Performance of Agreement. Neither the execution and
delivery nor performance of this Agreement by Buyer will, with or without the giving of notice or
the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights
under, or result in the creation of any lien, charge or encumbrance pursuant to, any provision of
Buyer’s Certificate of Formation or Limited Liability Company Agreement or any franchise,
mortgage, deed of trust, lease, license, agreement, understanding, law, ordinance, rule or regulation
or any order, judgment, award or decree to which Buyer is a party or by which it is bound.
5.3 Authority. Buyer has full power and authority to enter into this Agreement and the
related agreements referred to herein and has or on or before the Closing Date will have full power
and authority to carry out the transactions contemplated hereby and thereby, and all corporate and
other proceedings required to be taken by Buyer to authorize the execution, delivery and
performance of this Agreement and the agreements, instruments and other documents relating
hereto have been or on or before the Closing Date will have been properly taken. This Agreement
and all agreements, certificates and other documents relating hereto constitute the valid and
binding obligations of Buyer, enforceable in accordance with their respective terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’
rights and remedies generally.
5.4 Consents. No approval, consent, withholding of objection or other authorization is

required from any court, administrative agency, governmental authority or any other third party in
connection with the execution, delivery or performance by Buyer of this Agreement.
5.5 Acknowledgment by Buyer. Buyer has conducted, to its satisfaction, an

independent investigation of the financial condition, assets, liabilities, properties and projected
operations of Seller in making its determination to proceed with the transactions contemplated by
this Agreement, and Buyer has relied on the results of its own independent investigation as well
as the representations and warranties of Seller expressly and specifically set forth herein.
5.6 Tax Exemption. Buyer is exempt from U.S. federal income taxation.
ARTICLE VI
COVENANTS
6.1 Confidentiality. Prior to the Closing or the termination of this Agreement,

whichever comes first, and in the case of such a termination, thereafter, Buyer, and its
representatives will treat any information disclosed to them by Seller or revealed during any
investigation or examination of Seller by Buyer as confidential, giving it the same care as Buyer’s
own confidential information and will not use or disclose such information for any purpose other
than in connection with the transactions contemplated by this Agreement. In the event of such
termination, Buyer will promptly return copies of all such confidential information and/or records
to Seller.
6.2 Employees.
(a) Prior to the Closing Date, Buyer will offer employment, for the
substantially the same position they held with Seller immediately prior to the Closing Date,
to substantially all employees of Seller (other than Physicians (as defined in the APA) then
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in good standing who meet Buyer’s standards (consistently applied), qualifications and
screening requirements. employees of Seller who accept employment with Buyer are
herein referred to as the “Hired Employees.” If a Hired Employee was covered under a
Seller Plan providing health, dental, vision, disability, flexible spending account benefits,
or life insurance benefits immediately prior to the Closing, Buyer shall use reasonable
efforts to ensure (i) such Hired Employee will be covered immediately after the Closing by
a corresponding benefit plan of Buyer (“Buyer Plan”), (ii) such Hired Employee receives
service credit for their prior service with Seller, and (iii) and that any waiting periods and
pre-exiting condition clauses under each Buyer Plan will be waived. Buyer shall use
reasonable efforts to cause each Buyer Plan to recognize any out-of-pocket expenses
incurred by each of the Hired Employees and their eligible spouses, beneficiaries and
dependents and other co-payments or maximum out-of-pocket limits attained by the Hired
Employees and their eligible spouses, beneficiaries and dependents during any plan year
in which the Hired Employees and their eligible dependents become eligible to participate
in the Buyer Plans for purposes of determining deductibles, co-payments and out-of-pocket
maximums under the Buyer Plans (Seller shall provide any such necessary information to
Buyer for the period at or prior to the Closing to the extent permitted by applicable Law).
To the extent that an insurance carrier providing coverage under a Buyer Plan imposes
limitations or prohibitions that do not allow Buyer to comply with its obligations described
in the previous two sentences, such obligations shall not apply. Effective as of the Closing
Date, Buyer shall become liable for all responsibilities and obligations for continuation
coverage under Section 601 et seq. of ERISA, COBRA and any state continuation coverage
requirements with respect to: (i) all employees and their beneficiaries and all qualified
beneficiaries of the Seller for whom a “qualifying event” occurs on or after the Closing
Date and (ii) all former employees who are currently enrolled in or entitled to enroll in such
continuation coverage for whom a “qualifying event” occurred prior to the Closing.
(b) For those Hired Employees employed by Seller and currently represented
by 1199SEIU Healthcare Workers East (“1199SEIU”) (the “1199 Employees”), Buyer
intends to meet with 1199SEIU prior to the Closing Date to discuss potential terms and
conditions of employment to be offered to those Hired Employees. Should a majority of
the employees in the current collective bargaining unit of Seller and 1199SEIU accept
employment with Buyer, Buyer will recognize 1199SEIU as their collective bargaining
representative and, subject to negotiation with 1199SEIU, enter into a new collective
bargaining agreement with 1199SEIU. Buyer reserves the right to set the initial terms and
conditions of employment for Hired Employees. For the avoidance of doubt, Buyer will
not assume the “Collective Bargaining Agreement Between Crouse Health Hospital, Inc.
and 1199SEIU, United Healthcare Workers East” effective May 5, 2016, as amended to
date.
(c) The Hired Employees shall be co-employed with SUNY pursuant to the
terms of the PEO Agreement. The Seller acknowledges and Buyer agrees that the current
Chief Operating Officer and Chief Medical Officer and the Chief Financial Officer of the
Seller shall each be offered employment by Buyer pursuant to a bona fide employment
agreement with Buyer, and such employment agreements shall provide that upon
effectiveness of each officer’s new employment agreement taking effect, which shall be on
the Closing Date, such officer’s severance agreement with Seller will cease to have any
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force or effect and any obligations owed by Seller contained therein will terminate.
Notwithstanding the foregoing, any obligations owed by the Chief Operating Officer and
Chief Medical Officer and the Chief Financial Officer to the Seller, including without
limitation the obligation owed to Seller of Non-Disclosure, Non-Compete and/or Non-
Solicitation, expressly survive termination of their respective agreements and shall remain
in full force and effect.
(d) Buyer shall assume only the Seller Plans set forth on Schedule 6.2(c).
(e) The Pension Benefit Guaranty Corporation shall remain the sponsor of the
Retirement Plan of Crouse Hospital. Buyer is not assuming such Plan and is not assuming
any assets or liabilities of such Plan.
(f) With respect to the Crouse Hospital 401(k) Retirement Plan (the “Non-
Union 401(k) Plan”), Seller shall take all legally required action (including without
limitation the adoption of resolutions and plan amendments and the delivery of any
required notices) to terminate, effective immediately prior to the Closing Date, the Non-
Union 401(k) Plan. Seller shall provide Buyer with a copy of the resolutions, plan
amendments, notices and other documents prepared to effectuate the termination of the
Non-Union 401(k) Plan in advance of its termination and give Buyer a reasonable
opportunity to comment on such documents (which comments shall be considered in good
faith by Seller), and prior to the Closing Date, Seller shall provide Buyer with the final
documentation evidencing the termination of the Non-Union 401(k) Plan. Seller shall take
all necessary action to ensure that Buyer has the authority to take (or direct service
providers to take) all steps, to make all decisions, and to sign all documents reasonably
related to effecting such terminations, including but not limited to, arranging for final
distributions to participants and filing a final Form 5500 for the Non-Union 401(k) Plan.
Buyer shall permit Hired Employees who are participants in the Non-Union 401(k) Plan to
roll over their final distributions from the Non-Union 401(k) Plan (including any portion
thereof consisting of an outstanding loan) to the StaffCo of Brooklyn, LLC 403(b) Plan.
Buyer shall amend the StaffCo of Brooklyn 403(b) Plan, effective as of the Closing Date,
such that: (i) the definition of eligible employees includes the Hired Employees; (ii) Hired
Employees may roll over their final distributions from the Non-Union 401(k) Plan
(including any portion thereof consisting of an outstanding loan) to the Staffco of Brooklyn,
LLC 403(b) Plan; and (iii) the Hired Employees receive service credit, with respect to both
eligibility for and vesting of employer contributions, for their prior service with
Seller. Buyer shall make reasonable best efforts to ensure that the amendment is prepared
and executed prior to Closing.
(g) With respect to the Crouse Hospital 401(k) Retirement Plan for Bargaining
Unit Employees (the “Union 401(k) Plan”), [Mechanics under discussion.]
(h) Seller shall take all necessary action to formally terminate, effective
immediately prior to the Closing Date, those plans set forth on Schedule 6.2(d). Seller
shall provide Buyer with a copy of the resolutions, plan amendments, notices and other
documents prepared to effectuate the actions contemplated by this Section, and shall give
Buyer a reasonable opportunity to comment on such documents (which comments shall be
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considered in good faith by Seller), and prior to the Closing Date Seller shall provide Buyer
with the final documentation evidencing that the actions contemplated herein have been
effectuated. For the avoidance of doubt, the Parties understand and agree that “formal
termination” of the plan does not refer to the tasks needed to wind down the plans,
adjudicate claims that were incurred but not reported on the date of closing, and disburse
plan assets.
(i) No later than sixty (60) days prior to the Closing, with respect to each person
to be hired by Buyer, Seller shall deliver to Buyer the following information: whether such
person is actively at work or on a leave of absence, whether such person is represented by
a union, accrued and unused paid vacation, sick leave and other paid leave, target percent
under incentive compensation plan, hourly base rate of pay, and scheduled hours, or, as
applicable, salary level, and other compensation.
(j) No later than sixty (60) days prior to Closing, as reasonably estimated by
the parties, Seller shall deliver to Buyer all collectively bargained agreements currently, or
prospectively, in effect, including, but not limited to, any collective bargaining agreements,
memoranda of agreement, side letters, or stipulations and all documents related to Seller’s
membership in any multi-employer bargaining association, if any.
(k) No later than sixty (60) days prior to Closing, as reasonably estimated by
the parties, Seller shall deliver to Buyer all individual employment agreements currently,
or prospectively, in effect, including, but not limited to, contracts of employment, change
in control agreements, confidentiality agreements, or non-competition agreements.
6.3 Further Assurances. At any time and from time to time after the Closing, each party
hereto shall, and shall cause its Affiliates, promptly to execute, acknowledge and deliver any other
assurances or documents or instruments of transfer reasonably requested by the other party hereto
and necessary for the requesting party to satisfy its obligations hereunder or to obtain the benefits
of the transactions contemplated hereby.
6.4 StaffCo DBA. Prior to the Closing, Buyer shall adopt a “doing business as” (d/b/a)
name to communicate with the Seller employees and Hired Employees.
ARTICLE VII
CONDITIONS PRECEDENT TO CLOSING
7.1 Conditions Precedent to Buyer’s Obligations. All obligations of Buyer hereunder

are subject, at the option of Buyer, to fulfillment of each of the following conditions at or prior to
the Closing.
(a) Representations and Warranties. The representations and warranties made

by Seller set forth in this Agreement shall be true and correct in all material respects as of
the date hereof and as of the Closing Date as though made on and as of the Closing Date
(except to the extent such representations and warranties are specifically made only as of
another particular date, in which case such representations and warranties shall be true and
correct as of such date).
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(b) Covenants. All conditions, covenants, actions, approvals, agreements and
deliverables required to be satisfied, fulfilled, obtained or delivered by Seller pursuant to
the terms of this Agreement shall have been satisfied, fulfilled, obtained or delivered in all
material respects.
(c) Officer’s Certificate. There shall be delivered to Buyer one or more

certificates executed by the President or a Vice President and the Secretary or an Assistant
Secretary, as the case may be, of Seller, dated as of the Closing Date, certifying that the
conditions set forth in Sections 7.1(a) and 7.1(b) have been fulfilled.
(d) Documentation. All documents and agreements required by this Agreement

to be delivered to Buyer at or prior to the Closing shall have been so delivered.
(e) Consents. All consents, approvals and waivers from government agencies
required to consummate the transaction contemplated hereby shall have been obtained.
(f) Closing under the APA. The closing under the APA shall have occurred
simultaneously with the Closing hereunder.
7.2 Conditions Precedent to Seller’s Obligations. All obligations of Seller at the

Closing shall be subject, at the option of Seller, to fulfillment of each of the following conditions
at or prior to the Closing:
(a) Representations and Warranties. All representations and warranties of

Buyer contained herein or in any document delivered pursuant hereto shall be true and
correct in all material respects when made and as of the Closing.
(b) Covenants. All conditions, covenants, actions, approvals, agreements and

deliverables required to be satisfied, fulfilled, obtained or delivered by Buyer pursuant to
the terms of this Agreement shall have been satisfied, fulfilled, obtained or delivered in all
material respects.
(c) Officer’s Certificate. There shall be delivered to Seller a certificate

executed by the President or a Vice President and the Secretary or an Assistant Secretary,
as the case may be, of Buyer, dated as of the Closing Date, certifying that the conditions
set forth in Sections 7.2(a) and 7.2(b) have been fulfilled.
(d) Secretary’s Certificate. Seller shall have received a copy of the resolutions
or written consents of the Board of Directors of Buyer approving the execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby duly
certified as of the Closing Date by the Secretary or an Assistant Secretary of Buyer.
(e) Documentation. All documents and agreements required to be delivered to

Seller at or prior to the Closing shall have been so delivered.
(f) Consents. All consents, approvals and waivers from government agencies
required to consummate the transactions contemplated hereby shall have been obtained.
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(g) Closing under the APA. The closing under the APA shall have occurred
simultaneously with the Closing hereunder.
ARTICLE VIII
SURVIVAL; INDEMNIFICATION FOR DAMAGES
8.1 Survival. The covenants of Seller and Buyer contained in this Agreement shall
survive the Closing, and the representations and warranties of Seller and Buyer contained in this
Agreement shall survive the Closing for a period of three (3) years following the Closing; provided,
however, that the representations and warranties in Sections 4.6 shall survive until the expiration
of the statute of limitations applicable to the matters covered thereby.
8.2 Indemnification by Seller. Seller hereby agrees that from and after the Closing it
shall indemnify, defend and hold harmless Buyer, its Affiliates, and their respective directors,
officers, shareholders, partners, members, attorneys, accountants, agents, representatives and
employees and their heirs, successors and permitted assigns, each in their capacity as such (the
“Buyer Indemnified Parties” collectively with the Seller Indemnified Parties, the “Indemnified
Parties”) from, against and in respect of any damages, losses, charges, liabilities, claims, demands,
actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, taxes,
interest, penalties, and costs and expenses (collectively, “Losses”) imposed on, sustained, incurred
or suffered by, or asserted against, any of the Buyer Indemnified Parties, whether in respect of
third party claims, claims between the parties hereto, or otherwise, directly or indirectly relating
to or arising out of (a) any breach of any representation or warranty made by Seller contained in
this Agreement, and (b) any breach of any covenant or agreement of Seller contained in this
Agreement.
8.3 Indemnification by Buyer. Buyer hereby agrees that from and after the Closing it
shall indemnify, defend and hold harmless Seller, its Affiliates, and their respective directors,
officers, shareholders, partners, members, attorneys, accountants, agents, representatives and
employees and their heirs, successors and permitted assigns, each in their capacity as such (the
“Seller Indemnified Parties”) from, against and in respect of any Losses imposed on, sustained,
incurred or suffered by, or asserted against, any of the Seller Indemnified Parties, whether in
respect of third party claims, claims between the parties hereto, or otherwise, directly or indirectly
relating to, arising out of or resulting from, (a) any breach of any representation or warranty made
by Buyer contained in this Agreement, (b) any failure to pay any of the Assumed Liabilities, (c)
any breach of a covenant or agreement of Buyer contained in this Agreement, and (d) the Assets
or the Hired Employees to the extent attributable to the operation or ownership of the Assets or
the employment of the Hired Employees following the Closing.
8.4 Third Party Claim Indemnification Procedures.
(a) In the event that any written claim or demand for which an indemnifying
party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder is
asserted against or sought to be collected from any Indemnified Party by a third party (a
“Third Party Claim”), such Indemnified Party shall promptly, but in no event more than
ten (10) days following such Indemnified Party’s receipt of a Third Party Claim, notify the
Indemnifying Party in writing of such Third Party Claim, the amount or the estimated
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amount of damages sought thereunder to the extent then ascertainable (which estimate shall
not be conclusive of the final amount of such Third Party Claim), any other remedy sought
thereunder, any relevant time constraints relating thereto and, to the extent practicable, any
other material details pertaining thereto (a “Claim Notice”); provided, however, that the
failure timely to give a Claim Notice shall affect the rights of an Indemnified Party
hereunder only to the extent that such failure has a prejudicial effect on the defenses or
other rights available to the Indemnifying Party with respect to such Third Party Claim.
The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth
in the Claim Notice as may be required by court proceeding in the event of a litigated
matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified
Party that it desires to defend the Indemnified Party against such Third Party Claim unless
the Indemnified Party has notified the Indemnifying Party in the Claim Notice that it has
determined in good faith that there is a reasonable probability that such Third Party Claim
may adversely affect it or its Affiliates other than as a result of monetary damages; it being
understood that by assuming the defense of a Third Party Claim the Indemnifying Party
shall conclusively acknowledge that it has an indemnity obligation with respect to such
Third Party Claim.
(b) In the event that the Indemnifying Party notifies the Indemnified Party
within the Notice Period that it desires to defend the Indemnified Party against a Third
Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party
by appropriate proceedings and shall have the sole power to direct and control such defense,
with counsel reasonably satisfactory to the Indemnified Party, at its expense. Once the
Indemnifying Party has duly assumed the defense of a Third Party Claim, the Indemnified
Party shall have the right, but not the obligation, to participate in any such defense and to
employ separate counsel of its choosing. The Indemnified Party shall participate in any
such defense at its expense unless (i) the Indemnifying Party and the Indemnified Party are
both named parties to the proceedings and the Indemnified Party shall have reasonably
concluded that representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them, or (ii) the Indemnified Party
assumes the defense of a Third Party Claim after the Indemnifying Party has failed to
diligently pursue a Third Party Claim it has assumed, as provided in the first sentence of
Section 8.4(c). The Indemnifying Party shall not, without the prior written consent of the
Indemnified Party, settle, compromise or offer to settle or compromise any Third Party
Claim on a basis that would result in (i) the imposition of a consent order, injunction or
decree that would restrict the future activity or conduct of the Indemnified Party or any of
its Affiliates, (ii) a finding or admission of a violation of law or violation of the rights of
any Person by the Indemnified Party or any of its Affiliates, (iii) a finding or admission
that would have an adverse effect on other claims made or threatened against the
Indemnified Party or any of its Affiliates, or (iv) any monetary liability of the Indemnified
Party that will not be promptly paid or reimbursed by the Indemnifying Party.
(c) If the Indemnifying Party (i) elects not to defend the Indemnified Party
against a Third Party Claim, whether by not giving the Indemnified Party timely notice of
its desire to so defend or otherwise, (ii) is not entitled to defend the Third Party Claim as a
result of the Indemnified Party’s election to defend the Third Party Claim as provided in
Section 8.4(a) or (iii) after assuming the defense of a Third Party Claim, fails to take
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reasonable steps necessary to defend diligently such Third Party Claim within ten (10) days
after receiving written notice from the Indemnified Party to the effect that the Indemnifying
Party has so failed, the Indemnified Party shall have the right but not the obligation to
assume its own defense; it being understood that the Indemnified Party’s right to
indemnification for a Third Party Claim shall not be adversely affected by assuming the
defense of such Third Party Claim. The Indemnified Party shall not settle a Third Party
Claim without the consent of the Indemnifying Party, which consent shall not be
unreasonably withheld.
(d) The Indemnified Party and the Indemnifying Party shall cooperate in order
to ensure the proper and adequate defense of a Third Party Claim, including by providing
access to each other’s relevant business records and other documents, and employees; it
being understood that the costs and expenses of the Indemnified Party relating thereto shall
be Losses.
(e) The Indemnified Party and the Indemnifying Party shall use reasonable best
efforts to avoid production of confidential information (consistent with applicable law),
and to cause all communications among employees, counsel and others representing any
party to a Third Party Claim to be made so as to preserve any applicable attorney-client or
work-product privileges.
8.5 Direct Claims. If an Indemnified Party wishes to make a claim for indemnification
hereunder for a Loss that does not result from a Third Party Claim (a “Direct Claim”), the
Indemnified Party shall notify the Indemnifying Party in writing of such Direct Claim, the amount
or the estimated amount of damages sought thereunder to the extent then ascertainable (which
estimate shall not be conclusive of the final amount of such Direct Claim), any other remedy sought
thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other
material details pertaining thereto. The Indemnifying Party shall have a period of thirty (30) days
within which to respond to such Direct Claim. If the Indemnifying Party does not respond within
such thirty (30)-day period, the Indemnifying Party will be deemed to have accepted the Direct
Claim. If the Indemnifying Party rejects all or any part of the Direct Claim, the Indemnified Party
shall be free to seek enforcement of its rights to indemnification under this Agreement with respect
to such Direct Claim.
8.6 Specific Performance. The Parties acknowledge and agree that any breach of
Section 6.1, Section 6.2, Section 6.3 or Section 6.5 would give rise to irreparable harm for which
monetary damages would not be an adequate remedy. Each Party accordingly agrees that, in
addition to other remedies, each Party shall be entitled to enforce the terms of such Sections by
decree of specific performance without the necessity of proving the inadequacy of monetary
damages as a remedy and to obtain injunctive relief against any breach or threatened breach of
such Sections.
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ARTICLE IX
MISCELLANEOUS COVENANTS AND AGREEMENTS
9.1 Release of Information. Neither Buyer nor Seller shall issue any press release nor
make any public statement concerning this transaction without the prior consent of the other party,
provided, however, that any disclosure required by law shall not require such consent.
9.2 Termination.
(a) Termination Generally. This Agreement may be terminated at any time

prior to the Closing by any one of the following methods:
(i) Mutual Consent. By Seller and Buyer mutually agreeing in writing

to terminate this Agreement;
(ii) Automatically. Automatically if the APA is terminated prior to the

Closing;
(iii) By Buyer. By Buyer in writing if any of the conditions provided in

Section 8.1 hereof has not been fulfilled, and has not been waived, by the Closing
Date; or
(iv) By Seller. By Seller in writing if any of the conditions provided in

Section 8.2 has not been fulfilled, and has not been waived, by the Closing Date.
(b) Effect of Termination. In the event this Agreement is terminated in

accordance with this Section 9.2, neither party shall have any obligation or liability of any
nature whatsoever to the other party hereto, except that the parties shall continue to be
bound by Sections 6.1 and 9.4(f).
9.3 Notices. All notices, requests, demands, claims and other communications
hereunder will be in writing. Any notice, request, demand, claim or other communication
hereunder will be deemed duly given if it is delivered personally or sent by recognized overnight
courier services (such as FedEx or DHL) and addressed to the intended recipient as set forth below:
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If to Seller (pre-Closing): Crouse Health Hospital, Inc.
736 Irving Ave.
Attention: Kimberly Boynton
President and Chief Executive Officer
If to Seller (post-Closing): Crouse Health Hospital, Inc.

736 Irving Ave.
Syracuse, NY 13210
Attention: Chair of the Board of Directors

One Vanderbilt Avenue
New York, NY 10017
If to Buyer: StaffCo of Brooklyn LLC

500 Commack Road Suite 206
Commack, NY 11725
Attention: Maureen Roarty, Executive Director
Venable LLP
Rockefeller Center
1270 Avenue of the Americas
New York, NY 10020
Attention: Brian Clark, Esq.
Notices will be deemed given when delivered personally or delivered by courier. Any party may
hereunder are to be delivered by giving the other party notice in the manner herein set forth.
9.4 Miscellaneous.
(a) Entire Agreement. This Agreement (including Schedules) contains the

entire agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings (oral or written) between the parties
with respect to the subject matter hereof.
(b) Waiver. No waiver by any party or failure or delay in taking action with
regard to any default, misrepresentation or breach of any responsible warranty or covenant
hereunder, whether intentional or not, will be deemed to extend to any prior or subsequent
matter or affect in any way (except by application of customary equitable doctrines of
laches, estoppel, etc.) any rights arising by virtue of any prior or subsequent occurrence,
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and no waiver will be effective unless set forth in writing and signed by the party against
whom such waiver is asserted.
(c) Severability. In the event any part or parts of this Agreement are held to be
illegal or unenforceable by an agency or court with competent jurisdiction, the remainder
of this Agreement will continue in effect, unless either party would lose a material benefit
as a result, in which event such party may terminate this Agreement in writing within thirty
(30) days of the ruling (unless the parties agree in writing to a modified arrangement during
the notice period).
(d) Headings. The Table of Contents, Index of Schedules hereto, and the
Article, Section and paragraph headings contained herein are for the purposes of
convenience only and are not intended to define or limit the contents of any Schedule,
Article, Section or paragraph hereof.
(e) Transfer. Buyer will bear all sales, use and ad valorem, and transfer,
documentary and similar taxes, if any, levied in connection with, by reason of, or measured
by the transactions contemplated by this Agreement. For purposes of calculating sales tax
levied in connection with, by reason of or measured by the transactions contemplated by
this Agreement, the parties agree that portions of the Purchase Price allocated to the
tangible personal property which is part of the Assets will not exceed the depreciated book
value of such assets on the Closing Date, and that any sales taxes payable by virtue of any
mutually agreed upon allocation of the Purchase Price in excess of such amounts shall be
borne exclusively by Buyer.
(f) Transaction Expenses, Brokers. Whether or not the transactions

contemplated hereby are consummated, all legal and other costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such expenses, except as otherwise specifically provided herein. Other
than Piper Sandler who has been retained by Seller and whose fees are the sole
responsibility of Seller, each of Seller and Buyer represented that it has not retained any
banker, broker, finder or intermediary in connection with the transactions contemplated
hereunder that would be entitle to a fee from the other party hereto.
(g) Counterparts; Execution. This Agreement may be executed in counterparts,

each and all of which shall be deemed an original and both of which together shall
constitute but one and the same instrument. The facsimile or PDF signature of any party
to this Agreement or any agreement or certificate delivered in connection herewith is to be
considered to have the same binding effect as the delivery of an original signature on an
original contract.
(h) Governing Law. This Agreement will be governed by the laws of the State
of New York, excluding choice of law rules thereof. Any disputes hereunder shall be
resolved solely by a court of competent jurisdiction in the State of New York.
(i) Assignment; Modification. This Agreement may not be assigned,

transferred or subcontracted, in whole or in part, without the prior written consent of the
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other party. This Agreement may not be amended except as agreed to in writing by both
parties and any attempt to do so in violation of this provision shall be null and void.
9.5 Updating Disclosure Schedules. Not less than thirty (30) days prior to the Closing,
Seller shall supplement or amend the schedules called for in this Agreement as is necessary to
ensure that the information contained therein, and the representations and warranties of Seller in
Article IV, shall be true and correct as of the Closing Date. Buyer shall not make any claim against
Seller, and Seller shall have no liability to Buyer, arising out of any such supplement or amendment
to the extent that it reflects facts that changed after the Execution Date and is consistent with the
terms of the APA. Notwithstanding the foregoing, Buyer shall retain its rights set forth in Section
7.1(a) with respect to any such supplement or amendment.
Not less than thirty (30) days prior to the Closing, Buyer shall supplement or amend the
schedules called for in Article V of this Agreement as is necessary to ensure that the information
contained therein, and the representations and warranties of Buyer in Article V, shall be true and
correct as of the Closing Date. Seller shall not make any claim against Buyer, and Buyer shall
have no liability to Seller, arising out of any such supplement or amendment to the extent that it
reflects facts that changed after the Execution Date and is consistent with the terms of this
Agreement. Notwithstanding the foregoing, Seller shall retain its rights set forth in Section 7.2(a)
with respect to any such supplement or amendment.
9.6 Third Party Beneficiaries. Except as set forth in Section 8.2 and 8.3, nothing
referred to or expressed in this Agreement is intended by the parties, nor shall this Agreement be
deemed, to confer any legal or equitable right or remedy, claim or benefit on any person (including
any physician, employee, patient, vendor, or contractor) not a party to this Agreement, as third
party beneficiary or otherwise. No other person other than the parties to this Agreement shall be
entitled to enforce or shall be a third-party beneficiary of this Agreement.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
By: _______________________________
Name:
Title:
By: _______________________________
Name:
Title:
[Staffco APA Signature Page]

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STAFFCO OF BROOKLYN, LLC
By: _______________________________
Name:
Title:
[Staffco APA Signature Page]

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SCHEDULE 2.1
Schedule of Equipment to be Acquired
FAIR
ITEM QUANTITY MARKET TOTAL
VALUE
TOTAL $
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SCHEDULE 2.4
Assigned Contracts
None.
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SCHEDULE 3.7
Allocation of Purchase Price
The parties will allocate the Purchase Price, plus or minus any other amount affecting the amount
realized or tax basis for tax purposes, among the Assets as follows:
Asset Class Allocation Method
I. Tangible Personal Property Book value as of the Closing Date
II. Intangible Assets (including Goodwill) Any residual amounts
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SCHEDULE 4.6
Seller Plans
1. Retirement Plan of Crouse Hospital

2. Crouse Hospital 401(k) Retirement Plan
3. Crouse Hospital 401(k) Retirement Plan for Bargaining Union Employees
4. Crouse 403(b) Rollover Plan
5. 457(b) Plan of Crouse Hospital
6. Crouse Hospital Welfare Benefit Plan
a. Medical (Excellus Blue Cross Blue Shield, COBRA administered by Lifetime Benefits
Solutions) – Self-insured
b. Prescription Drugs (Excellus Blue Cross Blue Shield) – Self-insured
c. Dental (Excellus Blue Cross Blue Shield) – Self-insured
d. Vision (Davis Vision)
e. Short-term Disability (Prudential)
f. Supplemental Short-erm Disability (Prudential)
g. Long-term Disability (Prudential)
h. Group Life and Accidental Death & Dismemberment (Voya)
i. Supplemental Group Life
j. Voluntary Critical Illness (UNUM)
k. Voluntary Benefit Program (Farmington Insurance)
l. Flexible Spending Accounts: Health Care and Dependent Care Spending Accounts
(Lifetime Benefits Solutions)
7. Multiemployer Plans (Seller contributes pursuant to the Collective Bargaining Agreement but
does not sponsor):
a. Service Employees Benefit Fund Optical Plan (SEIU Union Members)
b. Service Employees Benefit Fund Supplemental Disability (SEIU Union Members)
c. Service Employees Benefit Fund Dental Plan (SEIU Union Members)
8. Population Health Incentive Plan
9. Crouse Hospital Early Retiree’s Health Plan
10. Crouse Retiree Life Insurance Plan
11. Paid Time Off
12. Union Vacation Policies
13. Employee Discount
14. Wellness Program (Simply Well)
15. Mandated Benefits
a. New York Disability / Paid Family Leave
b. Unemployment Insurance
c. Workers’ Compensation
16. Severance Agreements
a. Chief Financial Officer Severance Agreement dated October 21, 2020 between Crouse
Health Hospital, Inc. and Kevin Randall.
b. Chief Operating Officer and Chief Medical Officer Severance and Restrictive
Covenants Agreement, dated February 13, 2020, between Crouse Health Hospital, Inc.
and Seth E. Kronenberg, M.D. .
17. Employment Agreements (but not independent contractor agreements)
a. Chief Executive Officer Employment Agreement, dated February 13, 2020, between
Crouse Health Hospital, Inc. and Kimberly A. Boynton.
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18. All benefits provided directly by Seller under the Collective Bargaining Agreement between
Crouse Health Hospital, Inc. and 1199SEIU, United Healthcare Workers East
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SCHEDULE 6.2(c)
Seller Plans to Be Assumed/Adopted by Buyer
None.
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SCHEDULE 6.2(d)
Seller Welfare Benefit Plans to Be Terminated
1. Crouse Hospital 401(k) Retirement Plan

2. Crouse Hospital 401(k) Retirement Plan for Bargaining Union Employees
3. Crouse 403(b) Rollover Plan
4. 457(b) Plan of Crouse Hospital
5. Crouse Hospital Welfare Benefit Plan
a. Medical (Excellus Blue Cross Blue Shield, COBRA administered by Lifetime Benefits
Solutions) – Self-insured
b. Prescription Drugs (Excellus Blue Cross Blue Shield) – Self-insured
c. Dental (Excellus Blue Cross Blue Shield) – Self-insured
d. Vision (Davis Vision)
e. Short-term Disability (Prudential)
f. Supplemental Short-erm Disability (Prudential)
g. Long-term Disability (Prudential)
h. Group Life and Accidental Death & Dismemberment (Voya)
i. Supplemental Group Life
j. Voluntary Critical Illness (UNUM)
k. Voluntary Benefit Program (Farmington Insurance)
l. Flexible Spending Accounts: Health Care and Dependent Care Spending Accounts
(Lifetime Benefits Solutions)
6. Crouse Hospital Early Retiree’s Health Plan
7. Crouse Retiree Life Insurance Plan
8. Population Health Incentive Plan
9. Paid Time Off
10. Union Vacation Policies
11. Employee Discount
12. Wellness Program (Simply Well)
13. Mandated Benefits
a. New York Disability / Paid Family Leave
b. Unemployment Insurance
c. Workers’ Compensation
14. Chief Executive Officer Employment Agreement, dated February 13, 2020, between Crouse
Health Hospital, Inc. and Kimberly A. Boynton
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Draft 2/24/22
[-------]
SNY[--------]
SUNY-STAFFCO
PROFESSIONAL EMPLOYER AGREEMENT
This PROFESSIONAL EMPLOYER AGREEMENT (this “Agreement”) is entered into as

of [ ], 2022 by and between THE STATE UNIVERSITY OF NEW YORK, an educational
corporation organized and existing under the laws of the State of New York (“SUNY”), acting
through its SUNY UPSTATE MEDICAL UNIVERSITY (“Upstate”) and STAFFCO OF
BROOKLYN, LLC (“StaffCo”), a single member limited liability company organized under the
laws of the State of New York and registered as a Professional Employer Organization (each a
“Party” and collectively, the “Parties”). Capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the IAA (as defined below).
W I T N E S S E T H:
WHEREAS, SUNY, Crouse Health System, Inc., and Crouse Health Hospital, Inc.
(“CHH”) are parties to a certain Asset Purchase Agreement, dated as of [ ], 2022 (the “APA”),
and SUNY and CHH are parties to that certain Lease Agreement, dated as of [ ], 2022 (the
“Lease”), pursuant to which agreements, as of the Closing Date (as defined in the APA), CHH will
transfer to SUNY substantially all the operating assets of, and lease to SUNY certain real property
and fixed assets, constituting Crouse Hospital and its related health care facilities (collectively
herein, the “Crouse Hospital Operations”), for integration into Upstate; and
WHEREAS, after the Closing Date, the Crouse Hospital Operations will be carried out by
SUNY; and
WHEREAS, StaffCo is a registered Professional Employer Organization in the State of

New York pursuant to Section 918 of the New York Professional Employer Act (the “PEO
Statute”); and
WHEREAS, pursuant to the Employee Matters Agreement between StaffCo and CHH (the
“StaffCo Employee Matters Agreement”), dated as of [ ], 2022, StaffCo will acquire at the
Closing certain assets of CHH used in the management of the Crouse employees and assume
certain liabilities relating to the employees as set forth in the StaffCo Employee Matters Agreement
(the “StaffCo Assumed Liabilities”); and
WHEREAS, by this Agreement, StaffCo (a) shall offer employment to all, or substantially
all, of the staff who are employed by Crouse and in good standing immediately prior to Closing;
and (b) may make offers to future employees to furnish services to, for or at the Facilities (as
defined below), in each case in accordance with the PEO Statute and the terms hereof (collectively,
the “StaffCo Employees”); and
WHEREAS, the StaffCo Employees are required to provide services for the Crouse
Hospital Operations at Crouse Hospital and related healthcare facilities or operations (the
“Facilities”); and
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WHEREAS, the StaffCo Employees are “worksite employees;” SUNY is a “client;” and
StaffCo is a “professional employer organization;” each as defined under Section 916 of the PEO
Statute; and
WHEREAS, it is a condition of closing of the APA that this Agreement be executed by

each of SUNY and StaffCo and, though it has been executed by SUNY and StaffCo as of the date
hereof, it shall not be effective until the Closing has occurred (the “Effective Date”); and
NOW, THEREFORE, pursuant to the APA and in consideration of the promises set forth
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is hereby agreed that:
1. Employment Responsibilities. StaffCo shall be ultimately responsible for

hiring, training, evaluating, promoting, terminating, disciplining, directing, assigning job
responsibilities and reporting relationships to the StaffCo Employees; provided that with respect
to all such personnel actions, StaffCo shall notify SUNY and shall make good faith efforts to
comply with SUNY’s reasonable requests or inquiries (subject to the rights of StaffCo Employees
under applicable StaffCo policies and/or collective bargaining agreements). StaffCo shall be
solely responsible, in the event of a union election or its recognition of one or more labor
organizations as collective bargaining representatives for any bargaining units of StaffCo
Employees, for the negotiation and administration of any collective bargaining agreements.
Prior to Closing, StaffCo shall offer employment to all or substantially all of the
staff who are employed by Crouse and in good standing immediately prior to the Closing. After
Closing, the StaffCo Employees shall perform substantially the same or similar services for the
Facilities as are being performed at the Facilities immediately prior to the Closing Date, including
limited administrative services for the CHH, until such time as those services may change as
directed by SUNY to conduct its business at the Facilities and at all times in accordance with and
subject to the terms and conditions of this Agreement, the PEO Statute, StaffCo policies and
procedures, any applicable collective bargaining agreement, and applicable law (the “Services”).
To the extent feasible in light of any applicable collective bargaining agreements and StaffCo’s
status as a non-public entity, StaffCo shall implement personnel and human resources policies and
procedures similar to the personnel and human resources policies and procedures that apply to
SUNY employees of similar rank and title who furnish services at SUNY’s Upstate University
Hospital, SUNY Upstate Medical University campus, especially those policies and procedures that
relate to the delivery of patient care services or are required by law or regulation. SUNY shall
retain such responsibility for the StaffCo Employees as is necessary for the conduct of its business
at the Facilities (and without which SUNY could not conduct its business), the discharge of its
fiduciary responsibilities, and compliance with any applicable licensing, registration or
certification requirements.
2. Location of the Services. All work and Services by the StaffCo Employees
hereunder will be performed at Facilities, or at such other place or places as may be reasonably
agreed upon by the Parties, and in accordance with any applicable collective bargaining
agreements.
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3. Administrative Functions. During the Term (as defined in Section 9 below),

StaffCo shall be responsible for providing all routine administrative and human resources
functions with respect to the employment of the StaffCo Employees, it being understood and
agreed between the Parties that for a defined period of time, StaffCo may obtain certain employee-
related services (such as human resources administration and payroll processing) from one or more
third parties pursuant to one or more separate services agreements.
4. Responsibility for Compensation of Employees. During the Term, StaffCo

shall be solely responsible for complying with all employment laws and rules relating to the
StaffCo Employees, including but not limited to: (i) paying to each StaffCo Employee all wages
and collecting, reporting and remitting employment taxes of the StaffCo Employees, (ii) providing
vacation and other benefits as set forth herein, (iii) maintaining all benefit plans under which such
StaffCo Employee is entitled to participate, as in effect from time to time, (iv) reimbursing the
StaffCo Employees for all travel, business and other expenses incurred by them for which they are
entitled to reimbursement under StaffCo’s employment policies, (v) maintaining the insurance
described in this Agreement, and (vi) timely paying in accordance with applicable law, the federal,
state and local income and employment tax withholdings related to or associated with the
employment of the StaffCo Employees during the Term (including withholdings for
unemployment insurance). StaffCo shall not alter compensation or benefits in effect on the
Effective Date, except (a) as required to comply with law, (b) to comply with the terms of an
applicable collective bargaining, or other, agreement, or (c) as requested or agreed to by SUNY in
advance.
5. Payment for Services. The annualized amount to be paid by SUNY to

StaffCo during the Term for the Services of the StaffCo Employees will be the amounts set forth
in the schedule attached hereto as Exhibit A and made a part hereof (the “Employee Services
Schedule”). The Parties acknowledge and agree that the payment amount for Services shall be at
StaffCo’s cost, which cost reflects the “fully loaded” cost (e.g., salary plus benefits to StaffCo to
employ the StaffCo Employees, as well as StaffCo’s actual overhead for arranging for the
provisions of such Services, any StaffCo Assumed Liabilities, and any labilities or costs incurred
by StaffCo in the performance of its services), and the costs of services StaffCo is receiving
pursuant to services arrangements with third parties, if any, that may be entered into by StaffCo
during the term of this Agreement, subject to receipt of applicable regulatory approvals
(collectively, “Costs”). If the Pension Benefit Guaranty Corporation (the “PBGC”) or a court of
competent jurisdiction determines that StaffCo has financial or legal responsibility for the
Retirement Plan of Crouse Hospital or for the settlement between the PBGC and CHH, whether
on a theory of successor liability or another basis, Costs shall include all required contributions to
such Plan, all costs of operating such Plan, all amounts StaffCo is required to pay to the PBGC,
and any liabilities or expenses incurred by StaffCo in relation to the foregoing. The Parties further
acknowledge and agree that such compensation shall be subject to adjustment to reflect workforce
changes, increases in pay as provided under applicable agreements and other customary factors
and the provisions below, provided, however, that, where required pursuant to Section 112 of State
Finance Law, the parties shall obtain required regulatory approval prior to implementing any such
changes. SUNY shall pay StaffCo the amount per month as set forth on the Services Schedule
(the “Monthly Amount”), in advance, for the Services to be furnished during that month, which
amount shall be evidenced, if applicable, by a Proper Invoice (as defined under Article XI-A of
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State Finance Law) to be delivered by StaffCo. The initial payment under this Agreement, which
is identified on the Services Schedule as the “Initial Payment,” shall be paid by SUNY on the
Closing Date. All payments shall be made by wire transfer to an account designated by StaffCo,
or in such other manner as the Parties may agree. No later than thirty (30) days following the end
of each fiscal quarter, StaffCo shall furnish SUNY with an accounting of its actual Costs of the
Services and for arranging the provision of such Services in such fiscal quarter, and to the extent
such Costs were greater than the aggregate Monthly Amounts received by StaffCo for such fiscal
quarter, SUNY shall remit the difference within thirty (30) days of receipt of a Proper Invoice (as
defined by Article XI-A of State Finance Law) therefore, if applicable, including a copy of the
accounting. To the extent that such accounting reveals that StaffCo’s actual Costs of the Services
and for arranging for the provision of such Services in such fiscal quarter were less than the
aggregate Monthly Amounts received by StaffCo for such fiscal quarter, the difference shall be
credited against the next Monthly Payment due from SUNY following receipt of the accounting
(or, if, due to expiration or other termination of this Agreement, there will be no next Monthly
Payment, the difference shall be refunded directly to SUNY within thirty (30) days following
receipt of the accounting). For purposes of this Paragraph 5, a “fiscal year” shall be July 1 through
June 30. Payment will be remitted to StaffCo by wire or other form of electronic trans, or at the
following address:
StaffCo of Brooklyn, LLC

736 Irving Ave.
EIN #
Payments shall be made in accordance with New York State Finance Law, if applicable,
and this Agreement. StaffCo shall provide complete and accurate billing invoices to SUNY.
Billing invoices submitted to SUNY must contain all information and supporting documentation
required by SUNY and NYS Office of State Comptroller (“OSC”).
If applicable, payment for invoices submitted by StaffCo shall only be rendered

electronically unless payment by paper check is expressly authorized by the Vice President for
Administration or designee, in her/his sole discretion, due to extenuating circumstances. Such
electronic payment shall be made in accordance with ordinary New York State procedures and
practices. StaffCo shall comply with the OSC procedures to authorize such payments.
Authorization forms are available at the OSC website at www.osc.state.ny.us./epay/index.htm, by
email at VendUpdate@osc.state.ny.us or by telephone at 518-474-4032. StaffCo acknowledges
that it will not receive payment on any invoices submitted under this contract if it does not comply
with the OSC’s electronic payment procedures, if applicable, except where the Vice President for
Administration or designee has expressly authorized payment by paper check as set forth above.
SUNY shall be responsible for paying any interest, late fees and charges imposed by third
parties as a result of SUNY’s failure to pay any amounts in this Paragraph (or any component
thereof) as and when due, regardless of whether or not SUNY disputes such amount, unless such
dispute is resolved in SUNY’s favor.
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6. Benefits and Withholding.
(a) Employee Benefits and Benefit Plans. StaffCo agrees to maintain employee
benefits and benefit plans, as established by StaffCo with respect to StaffCo Employees during the
Term.
(b) Unemployment and Professional Liability Insurance. During the Term,

with respect to the StaffCo Employees, StaffCo agrees to maintain and pay for unemployment
insurance, to make payments to one or more state unemployment funds, or to self-fund
unemployment benefits (also known as the “benefit reimbursement option”) in compliance with
applicable law. StaffCo agrees to obtain and maintain all other customary policies of insurance in
connection with the employment of the StaffCo Employees, including applicable professional
liability coverage. StaffCo shall provide notice to SUNY of any malpractice claims brought
against StaffCo or StaffCo Employees.
(c) Workers Compensation. The Parties acknowledge that both SUNY and
StaffCo shall be considered the employer of the StaffCo Employees under the New York Workers’
Compensation Law, which requires coverage for and payment of benefits in the event of
occupational injury or illness. The Parties further acknowledge that both SUNY and StaffCo shall
be entitled to protection of the exclusive remedy provision of the New York Workers’
Compensation Law. During the Term, StaffCo agrees to maintain and pay for workers'
compensation coverage for the StaffCo Employees, whether by private insurance or by
contribution to one or more state-operated funds; StaffCo agrees to secure such endorsements or
otherwise take such steps as may be necessary to identify SUNY as an employer with respect to
such coverage. Prior to the commencement of the arrangement contemplated herein, upon request
by SUNY, StaffCo shall furnish SUNY with proof of such coverage, including proof that SUNY
has been identified as an employer with respect to such coverage.
(d) Disability and Paid Family Leave. The Parties acknowledge that both
SUNY and StaffCo shall be considered the employer of the StaffCo Employees under the New
York Disability Benefits Law, which requires coverage for and payment of certain disability
benefits and certain paid family leave benefits. StaffCo agrees to maintain and pay for disability
and paid family leave coverage for the StaffCo Employees, as required by the NYDBL, whether
by private insurance or by contribution to one or more state-operated funds; StaffCo agrees to
secure such endorsements or otherwise take such steps as may be necessary to identify SUNY as
an employer with respect to the coverage. Prior to the commencement of the arrangement
contemplated herein, upon request by SUNY, StaffCo shall furnish SUNY with proof of such
coverage, including proof that SUNY has been identified as an employer with respect to such
coverage.
(e) Withholding. StaffCo agrees to be responsible for the withholding and

remittance of payroll-related taxes for the StaffCo Employees during the Term.
7. Rights and Obligations of StaffCo.
(a) Direction and Control. Subject to the terms hereof and StaffCo’s
compliance with law and applicable state policies, StaffCo shall possess the right to hire, evaluate,
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promote, terminate, discipline, direct and control the StaffCo Employees, provided that StaffCo
shall (i) provide StaffCo Employees that are competent and well-qualified to perform the Services,
and (ii) direct such StaffCo Employees to perform the Services consistent with applicable law and
the terms of this Agreement, which include the obligation duly to perform services as required to
meet the needs of the Facilities to which they are assigned. Notwithstanding the foregoing or any
other provisions of this Agreement, SUNY shall maintain such discretion and control over the
StaffCo Employees as is necessary for SUNY to conduct its business (and without which SUNY
would be unable to conduct its business), discharge any fiduciary duties, and comply with any
applicable licensing, registration and certification requirements. This means (a) that SUNY shall
retain ultimate direction and oversight of patient care activities and health care delivery services
conducted by StaffCo Employees; and (b) that SUNY shall retain sufficient direction and control
over non-patient care activities conducted by StaffCo Employees so as to comply with any
applicable legal or regulatory requirements.
(b) StaffCo Policies. StaffCo shall maintain, implement and enforce its own
human resources and employment policies and procedures, including but not limited to a
probationary policy and evaluation policies provided that, where necessary, such policies shall be
consistent with applicable collective bargaining agreements.
(c) Removal of StaffCo Employees. If at any time during the course of the Term,
the appearance, conduct, performance, or other behavior of any of the StaffCo Employees is
deemed by SUNY to be unacceptable or otherwise not in the best interests thereof, StaffCo shall
immediately remove such employee from SUNY’s premises. Notwithstanding any other provision
in this Agreement, StaffCo shall immediately remove and suspend from performing Services in
the Facilities any StaffCo Employee who does not possess the regulatory requirements required to
work in the Facilities (including qualifying to participate in a federal health care program) based
on documentation provided by or to StaffCo or who poses a threat to the health or safety of any
third party, has committed a crime or has engaged in other misconduct. StaffCo shall conduct any
disciplinary action with respect to a StaffCo Employee (including termination of employment), in
accordance with its policies and procedures and the terms of any collective bargaining agreement
applicable to such StaffCo Employee. SUNY shall not request removal of any StaffCo Employees
from the Facilities except through a process that complies with StaffCo’s obligations under any
applicable collective bargaining agreements, StaffCo employment policies and procedures, and
applicable legal requirements. Notwithstanding the foregoing, SUNY shall assist in verifying and
credentialing all StaffCo Employees that are licensed health care professionals and any other
licensed health care professionals contracted for the provision of medical services at Facilities in
accordance with state, federal and national accreditation standards.
(d) Compliance with Laws. StaffCo agrees to comply in all material respects
with all applicable laws and agrees to indemnify and hold SUNY harmless in the event that, during
the Term, StaffCo is found to be in non-compliance with any applicable local, state or federal
requirements. Further, StaffCo represents and warrants that it possesses and shall maintain in
effect throughout the term of this Agreement, all permits, licenses and authorizations (collectively,
“Licenses”) to perform under this Agreement as required and shall obtain and maintain any
additional permits, licenses and authorizations which may be subsequently required throughout
the term of this Agreement by the County of Suffolk or other locality, the State of New York, the
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Federal Government, and/or by any other government or regulatory authority with jurisdiction.
StaffCo shall furnish to the administrator evidence of such Licenses, and shall notify SUNY
immediately of any change in the status of the same. Failure by StaffCo to comply with its
obligations under this Paragraph shall entitle SUNY to terminate this Agreement immediately
upon notice. StaffCo acknowledges receipt of Exhibit D attached hereto and incorporated herein
and shall provide copies of it to employees who furnish, or otherwise authorize the furnishing of,
Medicaid health care items or services, perform billing or coding functions, or is involved in
monitoring of healthcare provided by StaffCo.
(e) Compliance with Collective Bargaining Agreements. StaffCo assumes sole

responsibility for compliance with all applicable collective bargaining agreements entered into by
StaffCo covering the StaffCo Employees, and agrees to indemnify and hold SUNY harmless from
any claims, whether threatened or actual, or other liability of any nature arising thereunder, except
to the extent caused directly by a negligent act or omission of SUNY, and specifically in the event
that, during the Term, StaffCo is found to be in material non-compliance with such collective
bargaining agreements. StaffCo shall be solely responsible for negotiating and entering into
collective bargaining agreements affecting the StaffCo Employees; provided that StaffCo shall not
enter into any collective bargaining agreement containing provisions that would cause StaffCo to
violate the terms of this Agreement. The parties acknowledge that StaffCo is not an agency of the
State of New York, with respect to its collective bargaining arrangements or otherwise.
(f) Employment of New StaffCo Employees. If during the Term any StaffCo
Employee ceases active employment with StaffCo for any reason, including as a result of a leave
of absence, whether voluntary or involuntary, at SUNY’s request and subject to (i) any applicable
regulatory approval and (ii) compliance with applicable law and any applicable collective
bargaining agreement, StaffCo shall use commercially reasonable efforts to hire permanent or
temporary replacements consistent with StaffCo’s payroll and hiring practices. In addition, if
SUNY requests an increase in the number of StaffCo Employees to provide Services at the
Facilities, StaffCo shall use commercially reasonable efforts to provide such additional StaffCo
Employees, subject to the terms and conditions of any applicable collective bargaining agreement
and any applicable regulatory approval and in compliance with applicable law. Notwithstanding
the provisions of Paragraph 1 (or any component thereof) or any other provisions of this
Agreement, StaffCo shall not be obligated to, and shall not, hire new employees, or contract with
independent contractors, to provide Services at the Facilities during the Term, except upon
SUNY’s request or approval, and subject to any applicable prior regulatory approval. Upon
SUNY’s request, subject to compliance with applicable law (including obtainment of any
applicable regulatory approvals), StaffCo shall use commercially reasonable efforts to hire new
employees to fill any vacant positions, and to modulate workforce levels in accordance with
SUNY’s needs.
(g) Notices as to Relationship. StaffCo shall provide written notice of the

general nature of the relationship between SUNY and StaffCo to the StaffCo Employees. StaffCo
and SUNY shall use reasonable efforts to accurately describe the arrangement contemplated under
this Agreement to other relevant parties as needed.
(h) Compliance With SUNY Policies and Rules. In addition to ensuring

StaffCo Employee compliance with StaffCo policies and rules, StaffCo shall ensure that StaffCo
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Employees comply with all applicable SUNY policies, procedures and rules relating to the
operation of the Facilities, including, but not limited to, SUNY’s compliance program.
(i) Pre-employment Training/Programs. StaffCo shall ensure that the StaffCo

Employees attend required SUNY health/patient care programs, as well as all SUNY mandatory
annual in-service training, including, but not limited to, Health Insurance Portability and
Accountability Act and Fire Safety Training.
(j) Consultation. In exercising its decision making authority and control herein,
StaffCo shall consult with SUNY and use commercially reasonable efforts to implement SUNY’s
lawful requests relating to the StaffCo Employees and their assignments.
(k) Information Security Breach and Notification Act. To the extent applicable,
StaffCo shall comply with the provisions of the New York State Information Security Breach and
Notification Act (General Business Law Section 899-aa; State Technology Law Section 208).
(l) Reporting Requirements. To the extent applicable, StaffCo agrees to

comply with the reporting requirements arising under New York State Finance Law Section 8 and
Section 163, as amended by Chapter 10 of the Laws of 2006.
8. Rights and Obligations of SUNY.
(a) Compliance with Laws. SUNY agrees to comply in all material respects
with all applicable laws relating to the operation of the Facilities with respect to its obligations
under this Agreement. SUNY agrees to obtain and pay the costs of licenses or permits required in
its business.
(b) Tax Exemption. SUNY is exempt from any and all taxes related to the
Services provided under this agreement.
9. Term of Agreement. Provided that all legally mandated regulatory

approvals have been obtained, the term of this Agreement (the “Term”) shall commence as of
12:01 a.m. on the Effective Date and shall continue for a period of five (5) years, with the option
to renew the Agreement for ten (10) subsequent five (5)-year terms thereafter (at SUNY’s election),
unless terminated as provided herein or further renewed or extended by the Parties in writing
(subject to receipt of applicable regulatory approvals). The Parties hereby acknowledge and agree
that this Agreement, including the election of SUNY’s option to renew, is subject to the prior
approval of the Office of the New York State Attorney General (“OAG”) and OSC, and this
Agreement shall not be valid and enforceable against SUNY until such approvals are given.
(a) Termination by StaffCo. This Agreement may be terminated by StaffCo for

material failure of payment by SUNY which remains uncured for one hundred and twenty (120)
days upon ten (10) calendar days’ prior written notice thereof to SUNY.
(b) Termination by SUNY.
(i) This Agreement may be terminated by SUNY (a) for material breach
by StaffCo, upon sixty (60) days prior written notice to StaffCo (unless StaffCo cures such breach
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during the notice period); or (b) immediately if StaffCo fails at any time to maintain its registration
as a Professional Employer Organization pursuant to the PEO Statute (or any applicable successor
legislation); or (c) with or without cause upon one hundred eighty (180) days prior written notice
to StaffCo.
(ii) In the event that SUNY does not have available to it specifically
appropriated funds for the payment of services hereunder for any fiscal period within the term of
this Agreement and in the event that operating funds are not otherwise available, SUNY shall
terminate this Agreement on the last day for which funds were appropriated or available,
whichever is later. Notwithstanding the foregoing, SUNY represents that it intends to maintain this
Agreement for the Term. SUNY has no reason to believe it will not have sufficient funds to enable
it to make all payments due hereunder during the fiscal period in which SUNY operates.
(iii) SUNY reserves the right to terminate this contract in the event it is
determined that any of the certifications filed by StaffCo in accordance with State Finance Law
§§139-j and 139-k were intentionally false or intentionally incomplete. Upon such determination,
SUNY may exercise its termination right by providing written notification to StaffCo in
accordance with the written notification terms of the contract.
(c) SUNY’s Rights Upon Termination. Upon notice of termination by either

Party, for any reason, SUNY shall be afforded a reasonable opportunity to solicit the StaffCo
Employees for employment either by SUNY or another entity designated by SUNY.
10. Records. (a) StaffCo shall make and keep accurate written records of all
costs and expenses it incurs in connection with the provision of the services of StaffCo Employees
to SUNY during the Term (the “Records”). SUNY shall have the right to inspect and copy such
Records during the Term, and for a period of six (6) years thereafter. In addition, for a period of
six (6) years after Services are furnished under this Agreement, StaffCo shall make available to
the Secretary of the U.S. Department of Health and Human Services (the “Secretary”), the U.S.
Comptroller General (the “Comptroller General”) and their representatives, this Agreement and
all books, documents and records necessary to certify the nature and extent of the costs of those
Services and will provide such documentation as they may reasonably require pursuant to Section
1861(v)1(l) of the U.S. Social Security Act (42 U.S.C. § 1395(x)(v)(1)(l)) as amended and
regulations thereunder or any successor provisions. If StaffCo carries out any of the duties of this
Agreement through a subcontract worth Ten Thousand Dollars ($10,000) or more over a
twelve-month period with a related organization, the subcontract will also contain a clause to
permit access by the Secretary, Comptroller General and their representatives to the related
organization books and records pursuant to such statute.
(b) The parties acknowledge the right of OSC to conduct audits regarding the
use of SUNY funds. Consequently, StaffCo shall maintain the Records for the balance of the
calendar year in which they are made and for six (6) additional years thereafter. OSC shall have
the power and authority to audit the Records, including the Records containing confidential,
proprietary or privileged information, whether in custody of StaffCo or any other entity. StaffCo
shall have fifteen (15) days from the initial audit request of OSC to make the Records available
for inspection, auditing and copying. OSC shall have access to the Records during normal business
hours at a mutually agreeable and reasonably accessible venue within the State of New York.
9
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Nothing contained herein shall diminish, or in any way adversely affect, the State of New York’s
right to discovery in pending or future litigation.
11. Limitations of Employee Services. The Parties acknowledge and agree that
StaffCo shall not, pursuant to this Agreement or otherwise, have or possess any power or authority
of SUNY or of New York State, including, without limitation, the authority to: (a) maintain the
books and records of SUNY or the Facilities; (b) incur liabilities on behalf of SUNY or the
Facilities; or (c) adopt policies relating to the operation of the Facilities. In addition, the Parties
acknowledge and agree that the StaffCo Employees have a co-employment relationship with both
StaffCo and SUNY, as set forth in Section 916(6) of the PEO Statute, and that SUNY retains the
right of direction, oversight and control of the StaffCo Employees for certain purposes, as set forth
in Paragraphs 1 and 7(a). Accordingly, this Agreement does not constitute a “management
contract” for purposes of 10 N.Y.C.R.R. §405.3(f) or for purposes of 42 C.F.R. §413.65.
12. Further Assurances: Good Faith Efforts. Each Party covenants that at any
time, and from time to time, after the Effective Date, it will execute such additional instruments
and take such actions as may be reasonably requested by the other Party to confirm or perfect or
otherwise to carry out the intent and purposes of this Agreement. The Parties will use good faith
efforts to cooperate with each other in all matters relating to the provision and utilization
of the StaffCo Employees. In the event that any governmental entity challenges the
arrangements set forth in this Agreement, or seeks to enjoin this Agreement, or mandates revisions
to this Agreement or to the arrangements set forth herein, the Parties shall work cooperatively to
address the concerns of such governmental entity and to make any required revisions to this
Agreement in such manner as to preserve the intended benefits to each Party.
13. Waiver. Any failure on the part of a Party hereto to comply with any of its
obligations, agreements or conditions hereunder may be waived by the other Party to whom such
compliance is owed. No waiver of any provision of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute
a continuing waiver.
14. Notices. Any notices between SUNY and StaffCo must be in writing signed
by the Party giving such notice, and shall be either hand delivered with receipt given or sent by
certified mail, return receipt requested, or by overnight courier as follows:
To SUNY:

Syracuse, NY 13210
Attention: [________]
With a copy to (which shall not constitute notice):
10
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Syracuse, NY 13210
Attention: Counsel
To StaffCo:
StaffCo of Brooklyn, LLC

500 Commack Road Suite 206
Commack, NY 11725
Attention: Executive Director
or to such other address or addressee as may be subsequently designated by

notice. All notices become effective upon receipt.
15. Entire Agreement. This Agreement, and the Exhibits hereto (being Exhibits
A, B, C and D), embody the entire agreement between the Parties hereto with respect to the
transactions contemplated herein, and supersede all prior agreements, representations and
warranties between the Parties as to the subject matter hereof.
16. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, legal representatives, executors,
administrators, successors and assigns.
17. Headings. The Paragraph and other headings in this Agreement are for
convenience only and shall not be construed as affecting the provisions of this Agreement.
18. Amendment and Modification. SUNY and StaffCo may amend, modify
and supplement this Agreement in such manner as may be mutually agreed by them in writing,
provided that no amendment hereof shall be effective as to SUNY unless it has been approved by
OSC and OAG.
19. Parties in Interest. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and permitted assigns. Nothing in
this Agreement, express or implied, is intended to confer upon any person (including, but not
limited to, any StaffCo Employee) other than SUNY or StaffCo, or their successors or permitted
assigns, any rights or remedies under or by reason of this Agreement, as third-party beneficiary or
otherwise.
20. Choice of Law; Dispute Resolution; Damages.
(a) The Parties agree that this Agreement shall be governed by and construed
in accordance with the laws of the State of New York without giving effect to any choice or conflict
of law provision or rule thereof. The Parties agree to bring any action to construe, interpret or
enforce this Agreement in a New York court of competent jurisdiction.
11
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(b) Except as otherwise provided in this Agreement, any dispute arising under
this Agreement shall be amicably resolved by active consultation between the Parties. If the Parties
are unable amicably to resolve the dispute within thirty (30) days, then either Party may seek legal
or equitable redress.
(c) In the event of a breach of any Party’s obligation to consummate this

Agreement or breach of any covenant by any Party to this Agreement, without limiting other lawful
remedies, the non-breaching Party shall be entitled, to the full extent lawful, to enforce this
Agreement as to such matters by injunctive relief and by specific performance, such relief to be
without the necessity of posting a bond, cash or otherwise (unless required by applicable law).
21. Standard State Clauses. The provisions set forth on Exhibit B (which
consists of Exhibit A, Standard Clauses for State University of New York Contracts and A-1 –
Affirmative Action Clauses) and Exhibit C (Additional Mandatory Clauses) (collectively, the
“SUNY Exhibits”) are expressly incorporated by reference herein as if set forth herein. StaffCo
agrees to comply with the provisions contained in the SUNY Exhibits. The term “Contractor” in
the SUNY Exhibits shall be construed to denote StaffCo. In the event of any conflict between the
terms and conditions set forth in this Agreement, the following order of precedence shall apply:
(1) Exhibit A of Exhibit B then (2) Exhibit A-1 of Exhibit B then (3) this Agreement and the other
Exhibits.
22. Scope of Liability. Notwithstanding anything to the contrary herein, (a)

StaffCo shall be responsible for direct damages for personal injury, death or damage to real
property or tangible personal property attributable to its negligence or other tort by it or its officers,
employees or agents, and (b) subject to the availability of lawful appropriations and consistent
with Section 8 of the State Court of Claims Act, SUNY shall hold StaffCo harmless from and
indemnify it for any final judgment of a court of competent jurisdiction arising out of this
Agreement and to the extent attributable to the negligence of SUNY or of its officers or employees
when acting within the course and scope of their employment.
23. Independent Contractors.
(a) Except for the limited purposes of licensure requirements in accordance

with New York State Labor Law Section 917(2)(a) and coverage under the workers' compensation
law and in accordance with the New York State Labor Law Section 922(4), the StaffCo Employees
shall not be considered employees of SUNY, and shall be considered independent contractors of
SUNY. As such, StaffCo will not hold StaffCo Employees out as, nor shall StaffCo claim that
StaffCo Employees are, employees of SUNY. StaffCo shall not, by reason of this Agreement,
make or support any claim, demand or application on behalf of, or for the benefit of, StaffCo
Employees, to or for any right or privilege applicable to an employee of SUNY, including but not
limited to Unemployment Insurance Benefits, Social Security coverage or Retirement membership,
and any protection afforded by Public Officers Law Sections 17 and 19.
(b) StaffCo and SUNY understand and agree that each Party hereto intends to
act and perform as independent contractors and that therefore neither StaffCo nor SUNY is or shall
be deemed an employee, partner, agent or joint venturer of the other. Nothing in this Agreement
shall be construed as placing the Parties in a relationship of employer-employee, agency, partners
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or joint venturers. Neither Party shall have the right to make any promises, warranties or
representations, or to assume or create any obligations, on behalf of the other Party, except as may
be otherwise expressly provided herein.
24. Termination Expenses. SUNY agrees to pay StaffCo for any and all
employee-related expenses incurred by StaffCo as the primary obligor resulting from either (i)
SUNY’s termination of this Agreement or (ii) its direction to StaffCo to reduce or cease operations
at the Facilities including, but not limited to, any severance or separation expenses under collective
bargaining agreements, StaffCo policy, or employment contracts; withdrawal liability obligations
to any union pension funds; and any other benefits-related expenses. The obligations of SUNY
and StaffCo under this Termination Expenses provision shall survive the termination of this
Agreement.
25. Contract Amount. The total contract amount shall not exceed
[______________ dollars ($___________.00)] during the contract term. If the contract amount
will be exceeded, a formal contract amendment shall be mutually agreed upon by SUNY and
StaffCo, subject to the approval of the New York State Attorney General and Office of the State
Comptroller.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused their signatures to be affixed as
of the date first above written.
Contractor Certification: Agency Certification:
“In addition to the acceptance of this “In addition to the acceptance of this
contract, I certify that all information contract, I certify that original copies
provided to the Agency with respect to of this signature page will be attached
State Finance Law §139j & 139k and to all other exact copies of this contract.”
Department of Taxation and Finance
form ST-220-CA is complete, true
and accurate.”
STAFFCO OF BROOKLYN, LLC STATE UNIVERSITY OF NEW YORK
______________________________ _______________________________
Name: Name:
Title: Title:
APPROVED AS TO FORM: APPROVED AND FILED:
New York State Attorney General New York State Comptroller
By: __________________________ By: __________________________
Date: ________________________ Date: ________________________
APPROVED:
Director of the Division of Budget
By: ___________________________
Date: _________________________
[Signature Page to the Employee Services Agreement]
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C[_____]
SNY[______]
NOTARY FORM
(ACKNOWLEDGMENT BY LLC)
STATE OF )
) ss.:
COUNTY OF )
On the _______ day of ____________, in the year _______, before me personally appeared
____________________________________________ , personally known to me or proved to me on the
basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and
that by his/her/their signature(s) on the instrument, the individual(s) , or the person upon behalf of which
the individual(s) acted, executed the instrument.
Notary Public
[Signature Page to the Employee Services Agreement]
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C[_____]
SNY[______]
EXHIBIT A
Employee Services Schedule
StaffCo1
Consolidated Projected Cash Flows
In Thousands of $
2019 2020 2021 2021 2023 Total
Cash
Disbursements:
Salaries [25,408 27,948 30,743 33,817 37,199 155,115
Fringe Benefits 10,296 11,325 12,458 13,704 15,074 62,857
Supplies 2,833 3,372 4,012 4,775 5,682 20,674
Insurance 1,500 1,785 2,124 2,528 3,008 10,945
249,591]
1
For illustration purposes only. These amounts are based on ELIH will have to be recalculated for Crouse.
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C[_____]
SNY[______]
EXHIBIT B
See attached.
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C[_____]
SNY[______]
EXHIBIT C
1. Notwithstanding any other provision of this Agreement, the facility (SBUH) remains
responsible for ensuring that any service provided pursuant to this Agreement complies with all
pertinent provisions of Federal, State and local statutes, rules and regulations.
2. StaffCo shall at all times during the contract term remain responsible. StaffCo agrees, if
requested by the Chancellor of the State University of New York or his or her designee, to present
evidence of its continuing legal authority to do business in New York State, integrity, experience,
ability, prior performance, and organizational and financial capacity. The Chancellor of the State
University of New York or his or her designee, in his or her sole discretion, reserves the right to
suspend any or all activities under the Agreement, at any time, when he or she discovers
information that calls into question the responsibility of StaffCo. In the event of such suspension,
StaffCo will be given written notice outlining the particulars of such suspension. Upon issuance
of such notice, StaffCo must comply with the terms of the suspension order. Contract activity may
resume at such time as the Chancellor of the State University of New York or his or her designee
issues a written notice authorizing a resumption of performance under the contract. Upon written
notice to StaffCo, and a reasonable opportunity to be heard with appropriate State University of
New York officials or staff, the Agreement may be terminated by the Chancellor of the State
University of New York or his or her designee at StaffCo’s expense where StaffCo is determined
by the Chancellor of the State University of New York or his or her designee to be non-responsible.
In such event, the Chancellor of the State University of New York or his or her designee may
complete the contractual requirements in any manner he or she may deem advisable and pursue
available legal or equitable remedies for breach.
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C[_____]
SNY[______]
EXHIBIT D
False Claims Information (Exhibit F)
See attached.
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PROJECT NARRATIVE
Proposal
University Hospital SUNY Health Science Center (University Hospital, or “UH”), a department of
(SUNY), is submitting this Construction-Only Certificate of Need (CON) Application to the New
York State Department of Health (NYSDOH) seeking approval to certify Crouse Health Hospital,
Inc., d/b/a Crouse Hospital (CHH) and Crouse Hospital-Commonwealth Division (Commonwealth)
as divisions of UH through an Asset Purchase Agreement (APA). 1 CHH operates five (5) hospital
extension clinics, which are included in the transaction. Please refer to the Schedule 1 Attachment
for a copy of the draft APA.
UH will operate the new divisions under UH’s operating certificate and Medicare and Medicaid
provider numbers. Although NYSDOH refers to additional hospital sites as divisions, UH
traditionally refers to additional sites as hospitals, and upon approval of the transaction and issuance
of the new operating certificate, the sites will appear as Other Authorized Locations - Hospital. The
465-bed CHH will be named Upstate Crouse Hospital, and the 40-bed Commonwealth division will
be named Upstate Crouse Inpatient Addiction Treatment Services. Please refer to the Schedule 1
Attachment for an Organization Chart and Article 28 Network Statement for Upstate.
Under the APA, Crouse Health System, Inc. (Crouse) and CHH will sell, convey, assign, transfer and
deliver to SUNY and SUNY will purchase, accept and receive at closing (i) all assets of every
description, whether real, personal or mixed, tangible or intangible, owned or leased by Crouse or
CHH on the Closing Date which are held in use or used in the Crouse Operations (other than
1
The Applicant, University Hospital SUNY Health Science Center (UH), Operating Certificate No. 3302007H and PFI
No. 0635, is a 438-bed public hospital operated as a department of SUNY Upstate Medical University (Upstate), a medial
campus of The State University of New York (SUNY). SUNY is a corporation within the Education Department of the
State of New York (State).
Excluded Assets) and (ii) all businesses conducted by Crouse and CHH as of the Closing Date
(collectively with (i) above, the Purchased Assets. There is no purchase price associated with the
transaction. Subject to the terms and conditions of the APA, the parties have agreed that (i)
substantially all the assets of Crouse and CHH shall be transferred and/or assigned to, and certain
liabilities shall be assumed by, SUNY and (ii) the Hospital Real Property together will all
improvements located thereon shall be leased to SUNY.
Crouse is the current sole corporate member and active parent and co-operator of CHH. 2 Under this
CON Application, CHH will effectively be disestablished from Crouse; and in a companion action,
Crouse will amend its Certificate of Incorporation to remove the power to operate a hospital.
Following the closing, CHH will remain an independent New York not-for-profit corporation and the
assets and liabilities of CHH will be those that have not been assumed by SUNY, including the real
property and fixed assets used by CHH (which will be leased to SUNY). The activities of CHH post-
closing will be limited to those related to performing its obligations under the APA and the Lease.
As mentioned, CHH will continue to own the Hospital Real Property, together with all improvements
located thereon, which will be leased to SUNY pursuant to the terms and conditions of a 99-year
Lease Agreement between CHH (as “Landlord”) and SUNY (as “Tenant”), acting through Upstate.
Please refer to the Schedule 1 Attachment for a copy of the draft Lease Agreement. Rent is
described in Section 3 of the Lease Agreement and consists of, among other items, all of Landlord’s
payment obligations under the Crouse Bond Documents and reasonable expenses of Landlord related
to activities as owner of the premises. UH will be responsible for the maintenance of the facility and
2
Crouse Health System, Inc. (Crouse), a not-for-profit organization, is the parent corporation and sole member of CHH.
Crouse was established under CON Project No. 982428-E. Crouse Medical Practice, PLLC (CMP), a tax-exempt
professional service limited liability company, was formed to further CHH’s charitable purposes through the provision of
professional medical services of physicians. CHH, CMP and Crouse are consolidated for financial statement purposes
and are together described as the “System” in Crouse’s financial statements. CHH makes up 96.8% of the System as
measured by assets and 92.8% of the system as measured by operating revenue.
2
capital improvements. 3 Please refer to the Schedule 1 Attachment for an affidavit regarding the
relationship between landlord and tenant.
In association with the APA, substantially all CHH employees will be offered employment by
SUNY. Under a Professional Employer Organization (PEO) agreement between SUNY and StaffCo
of Brooklyn, LLC (StaffCo), a single-member limited liability company and a registered PEO in the
State of New York pursuant to Section 918 of the New York Professional Employer Act, UH will
maintain the employment of individuals in good standing and employed at CHH, or otherwise
employed by CHH in connection with Crouse Operations. 4 UH will provide the PEO with all funds
needed to make payments consistent with the compensation and benefits plans, and collective
bargaining rights and union memberships in place prior to the Closing Date. Please refer to the draft
Employee Matters Agreement between CHH and StaffCo appearing as a Schedule 1 Attachment.
Please refer to the draft Professional Employer Agreement appearing as a Schedule 1 Attachment.
The transaction, as described in this Project Narrative, in its simplest terms consists of the Crouse
Operations becoming integrated with and into the healthcare operation of Upstate with the result that
CHH and UH will become one (1) hospital operating under one (1) operating certificate, while
leasing the real property from CHH, employees from StaffCo, and therefore operating the Crouse
Operations as part of UH as the Combined Hospital. 5
UH currently has 752 certified beds at its two (2) divisions, with a 29-bed third division, Upstate
University Hospital at Hutchings (Hutchings), coming online in 2023 under CON Project No.
3
The transaction, whereby the Hospital Real Property remains with the seller, is, to a degree, modeled under the Stony
Brook University Hospital (SBUH) / Southampton Hospital (SH) transaction approved under CON Project No. 152083-C.
4
StaffCo currently has contracts for employees at SUNY at Stony Brook (SBUH) and SUNY Health Science Center at
Brooklyn. Two (2) StaffCo PEOs were integral to SBUH’s acquisitions of Southampton Hospital and Eastern Long
Island Hospital, under CON Project Numbers 152083-C and 161325-C, respectively.
5
“Combined Hospital” is a term defined in the APA and not necessarily a term used in NYSDOH Article 28 licensure
protocols.
3
212135-C. 6 CHH currently has 505 certified beds at its two (2) divisions. Upon completion of the
transaction, along with the opening of Hutchings, UH will have 1,286 certified beds at its five (5)
divisions.
Ultimately, UH will have five divisions (hospitals) with respective bed capacities as follows:
• Upstate University Hospital at Community General (314 beds), which is located at 4900
Broad Road, Syracuse (Onondaga County), New York 13215; 7
• Upstate Crouse Inpatient Addiction Treatment Services (40 beds), which is located at 6010
East Molloy Road, Syracuse (Onondaga County), New York 13211.
UH and CHH are adjacent, and at some locations they are physically interconnected.8
Commonwealth is located 5.5 miles and 15 minutes’ travel time from CHH. UH at Community
General is located 7.8 miles and 21 minutes’ travel time from UH.
Based upon somewhat similar transactions in which Stony Brook University Hospital (SBUH)
acquired and certified Southampton Hospital and Eastern Long Island Hospital as divisions of SBUH,
6
Under CON Project No. 212135-C, UH received approval to create a new 29-bed division to provide inpatient
behavioral health services to adolescents and children. Please see more information on Hutchings in the section of this
Project Narrative entitled Overview of University Hospital SUNY Health Science Center.
7
In 2011, under CON Project No. 111257-C, UH acquired the assets and real property of Community General Hospital of
Greater Syracuse, which was facing bankruptcy or closure. At the time, as is the case today, UH was operating at or near
capacity and needed additional beds.
8
UH and CHH are located on University Hill, a neighborhood that is a major educational and medical district of
Syracuse. “The Hill” is also the home of Syracuse University, the Veterans Administration Medical Center, SUNY
College of Environmental Science and Forestry, and the Richard H. Hutchins Psychiatric Center.
4
Prevention Agenda: New York State’s Health Improvement Plan
UH understands PHHPC is incorporating Public Health Provisions into the CON process. UH has
embraced the Department’s Prevention Agenda. UH participated in the development of the 2019-
2021 Onondaga County Community Health Assessment and Improvement Plan (CHA/CHIP), which
outlines the current health status of Onondaga County residents while also identifying a
comprehensive plan for addressing health challenges within two (2) priority areas. The process was
undertaken in alignment with the 2019-2024 New York State Prevention Agenda.
The CHA/CHIP was developed by the Onondaga County Health Department (OCHD) in
collaboration with Crouse Health, St. Joseph’s Health, and UH. With the addition of
HealtheConnections, the local regional health information organization, a CHA/CHIP Steering
Committee was formed to inform the assessment process. Advisory support was also provided by the
Onondaga County Health Equity Coalition to ensure that health equity was at the forefront of
planning efforts. The Coalition has over 30 member agencies with representation across a variety of
sectors.
Following a comprehensive review of health indicator data and feedback from both community
members and stakeholders, the Steering Committee adopted the following priorities for the 2019-
2021 CHA/CHIP cycle:
• Prevent Chronic Diseases
• Promote Well-Being and Prevent Mental and Substance Use Disorders
Please refer to Project Narrative Appendix II for a discussion on UH’s Prevention Agenda activities.
Improving Health Equity
Upstate understands the Department’s focus on improving health equity. The transaction will
enhance Upstate’s ability to provide care to under-served populations. As two (2) safety-net hospitals,
preserving both UH and Crouse and efficiently delivering care across the four (4) sites will benefit all
9
patients in the region. The transaction will align two (2) health systems already working on health
equity, but who, when combined, will be able to achieve greater advances in health equity.
For example:
(1) the integration of Upstate’s inpatient behavioral health services and Crouse’s inpatient and
outpatient addiction treatment services will enable UH to better serve vulnerable populations
through care coordination and a common Electronic Health Records System (EHRS);
(2) integrated and expanded mother baby service can offer expanded outreach and treatment
for issues such as post-partum depression, neonatal abstinence syndrome and implement
initiatives to address maternal mortality and reduce racial disparities in health outcomes; and
(3) by combining Upstate’s Global Health and Crouse’s Population Health capabilities, the
Parties will be able to enhance access to care across the region.
Moreover, Upstate’s commitment to health equity is reflected in the curriculum of Upstate Medical
University. First year medical students take a course titled “Patients and Populations” which
incorporates health equity into every session. The curriculum incorporates these themes throughout a
student’s coursework, including in classes such as Clinical Bioethics and a Population Health
clerkship available to third-year students.
As part of its COVID-19 response and its leadership of the CNY Regional Hub, Upstate helped to
create the CNY Health Equity Task Force (HETF) to advise on the vaccine administration plan. The
HETF includes members representing a cross-section of civil and community groups. 11 Prior to the
11
By way of example, members of the Health Equity Task Force include (but are not limited to): Sharon Owens (Deputy Mayor, City of
Syracuse), Amy Tucker (Chief Medical Officer, Upstate), Linda Brown-Robinson (Past President, NAACP Syracuse Onondaga), Harrison
Drake (President, Syracuse 100 Black Men), Jones Maxwell (Pastor, Apostolic Church of Jesus Christ), Brad Powless (Chief, Onondaga
Nation) Jaime Alicea (Syracuse School District), Walter Dixie (Executive Director, Jubilee Homes of Syracuse, Inc.), Amy Fuller (Cayuga
Chamber of Commerce), Ruth Heller (1199, Labor), Terrance Howell (LGBTQ Advocate), Raul Huertas (Syracuse University), Andy Shaw
10
establishment of the HETF, Upstate did not have strong relationships to these community groups.
Going forward, Upstate will be able to draw on these relationships and resources in order to promote
health equity across both Upstate’s and Crouse’s patient populations. As just one example, the HETF
developed zip-code level mapping capabilities and a variety of culturally relevant outreach strategies
to promote health equity with respect to COVID-19 and vaccinations. Going forward, these outreach
strategies can be used by Upstate and the HETF to engage with local communities on issues such as
violence, maternal health disparities, and behavioral health.
Crouse also has existing partnerships with other community organizations focused on Diversity,
Equity and Inclusion initiatives, including the NAACP, 100 Black Men of America, MercyWorks,
and the Interdenominational Ministerial Alliance – Syracuse. Crouse regularly partners with these
organizations on community health initiatives and community health outreach events. The Parties
will each bring their respective relationships with community organizations to the combined
organization and expand these relationships due to the combined organization’s capabilities and
reach.
The Transaction will allow Upstate and Crouse to leverage the community relationships of each
organization to make an even greater impact on the communities they serve.
(Refugee Populations Advocate), Megan Stuart (Homeless Community Advocate), and many more community and healthcare
stakeholders.
11
Crouse Hospital
PROJECT NARRATIVE
APPENDIX I
Upstate’s Regional Extension Map

Crouse Hospital
PROJECT NARRATIVE
APPENDIX II
Prevention Agenda Information

Project Narrative Appendix II
Prevention Agenda: New York State’s Health Improvement Plan
UH participated in the development of the 2019-2021 Onondaga County Community Health

Assessment and Improvement Plan (CHA/CHIP), which outlines the current health status of
Onondaga County residents while also identifying a comprehensive plan for addressing health
challenges within two priority areas. The process was undertaken in alignment with the 2019-2024
New York State Prevention Agenda.
HealtheConnections, the local regional health information organization, a CHA/CHIP Steering
Committee was formed to inform the assessment process. Advisory support was also provided by
the Onondaga County Health Equity Coalition to ensure that health equity was at the forefront of
planning efforts. The Coalition has over 30 member agencies with representation across a variety
of sectors.
The Community Health Assessment (CHA) provides a comprehensive assessment of the health
status of Onondaga County residents using national, state, and local data sources. Data collection
efforts included a review of the following sources:
• Data collected and maintained by OCHD (including vital statistics and lead testing data)
• U.S. Census Bureau, American Community Survey
• New York State Department of Health County Health Assessment Indicators, Bureau of
Vital Statistics, Prevention Agenda Dashboard
• New York Statewide Planning and Research Cooperative System
• 2016 Expanded Behavioral Risk Factor Surveillance System
• County Health Rankings
• HealtheCNY.org
Whenever available, the assessment provides comparisons by race, ethnicity, and age among other
demographic factors. Comparisons to statewide data and Central New York counties are also
included as appropriate. Additionally, an extensive community engagement process was
undertaken in 2019 to gather feedback directly from county residents. Engagement strategies
included a county-wide survey and focus groups among populations at risk for poor health
outcomes. Overall, more than 3,000 county residents were engaged through this process.
Prevention Agenda Priority Areas:
Following a comprehensive review of health indicator data and feedback from both community
members and stakeholders, the Steering Committee adopted the following priorities for the 2019-
2021 CHA/CHIP cycle:
• Prevent Chronic Diseases
• Promote Well-Being and Prevent Mental and Substance Use Disorders
1
Efforts to address these community health priorities are identified in the 2019-2021 Community
Health Improvement Plan (CHIP), a collaborative work plan identifying interventions and
activities to be undertaken by the Steering Committee in partnership with local agencies.
Within the priority area of Prevent Chronic Diseases, activities include:

• Adopting of policies and standards related to nutrition and physical activity.
• Increasing the sustainability of smaller food venues including corner stores, mobile farmers
markets, and community gardens.
• Advocating for smoke free policies in multi-unit housing, public spaces, and worksite
grounds.
• Reducing tobacco use through screening and smoking cessation programs and preventing
initiation of tobacco and electronic cigarettes use among youth.
• Enhancing chronic disease self-management.
Within the priority area of Promote Well-Being and Prevent Mental and Substance Use Disorders,
activities include:
• Linking substance use disorder patients to care.
• Increasing the availability of Naloxone by training individuals to administer the drug.
• Providing education to medical providers and the community about topics related to
substance abuse, pain management, access to substance abuse services, and reemerging
infectious diseases such as Hepatitis A virus and Hepatitis C virus in populations with
substance use disorders.
• Identifying community level protective factors to inform suicide prevention efforts.
Progress towards CHIP activities will be documented on a quarterly basis and shared with the
Steering Committee. The Committee will re-convene bi-annually to review progress and make
modifications to the CHIP as appropriate based upon changing community needs and resources
available. Process measures used to evaluate performance are incorporated directly in the CHIP to
ensure an outcome focused approach.
Community input and data collected through the Community Health Assessment process informed
the development of the Community Health Improvement Plan (CHIP). Key priority areas to be
addressed in Onondaga County for 2019-2021 are: 1) Prevent Chronic Diseases and 2) Promote
Well-Being and Prevent Mental and Substance Use Disorders. These priorities were affirmed by
the community, as well as by health and public health professionals following a thorough data
review and community engagement process over the course of a year. While these topics were
selected as key priorities for the 2019-2021 CHIP, they do not reflect the full scope of work of the
Onondaga County Health Department (OCHD), St. Joseph’s Hospital Health Center, Crouse
Health, UH, and other partners.
Interventions
Prevent Chronic Diseases
• Increase the number of early childcare centers and schools with nutrition standards for
healthy food and beverages
2
• Increase the number of worksites with nutrition standards for healthy food and beverage
procurement
• Increase the reach of locally farmed food to all Onondaga County residents
• Improve sustainability of healthy food offerings through small retail venues, corner
stores, mobile markets, and food delivery programs
• Support healthy food choices by providing easily accessible information and resources
• Increase food security
• Adopt and implement local policies to facilitate active transportation and recreational
physical activity for people of all ages and abilities
• Increase the number of schools with environments that support physical activity
• Increase the number of opportunities for safe physical activity for youth through
infrastructure and programming
• Use media and health communications to highlight the dangers of tobacco, promote
effective tobacco control policies and reshape social norms
• Organize youth, youth agencies, and other community partners to advocate for 2021
• Pursue policy action to reduce the impact of tobacco marketing in lower-income and
racial/ethnic minority communities, disadvantaged urban neighborhoods and rural areas
• Advocate to eliminate youth exposure to tobacco imagery and tobacco marketing in
youth-rated movies
• Develop workflows to facilitate the delivery of tobacco cessation services
• Promote smoke-free policies in multi-unit housing, especially those that house low-SES
residents
• Increase the number of smoke-free parks, beaches, playgrounds, and other public spaces
• Partner with local employers to adopt tobacco-free outdoor air policies including work
site grounds, parking lots, and proximity to building
• Increase cancer screening in primary care and outpatient settings by assessing how many
patients are receiving screening services
• Remove barriers to cancer screening
• Promote strategies that improve the detection of undiagnosed hypertension in health
systems
• Promote patient engagement in managing chronic disease care disorders
• Promote a team-based approach to chronic disease care to improve health outcomes
• Promote evidence-based medical management in accordance with national guidelines
• Promote the use of Health Information Technology for: Measurement, Registry
Development, Patient Alerts, Bi-Directional Referrals, Reporting
• Implement evidence based chronic disease management programs in worksites
• Expand access to evidence-based self-management interventions for individuals with
chronic disease (arthritis, asthma, cardiovascular disease, diabetes, prediabetes, and
obesity) whose condition(s) is not well-controlled with guidelines
Promote Well-Being and Prevent Mental and Substance Use Disorders
• Increase availability of/access and linkages to medication assisted treatment (MAT)

including Buprenorphine
• Increase availability of/access to overdose reversal (Naloxone) trainings to prescribers,
pharmacists and consumers
3
June 3, 2022
Patricia Smyth
925 Westchester Avenue
Suite 201
White Plains, NY 10604
Re: 221156
University Hospital SUNY Health Center
Dear Patricia Smyth:
The Bureau of Health Facility Planning and Development in the Division of Legal Affairs has
completed a review of the above application that has revealed the need for additional information, as
requested below. Please submit your response via your New York State Electronic Certificate of Need
account within thirty (30) days.
1. Submit a resolution from the SUNY Board of Trustees authorizing submission of the
Certificate of Need application.
If a complete response is not received within thirty (30) days, your application will be considered
abandoned, and, subsequently withdrawn.
If you have any questions regarding the above, you may contact the Bureau of Health
Facility Planning and Development at 518-473-3303.
Sincerely,
Kerri A. Tily, Esq.

Senior Attorney
Bureau of Health Facility Planning and Development
Division of Legal Affairs
New York State Department of Health
Corning Tower
Empire State Plaza
Albany, NY 12237
Empire State Plaza, Corning Tower, Albany, NY 12237│health.ny.gov

Working Capital Financing Plan
Note: University Hospital SUNY Health Science Center (University Hospital, or “UH”), a department of
(SUNY), is submitting this Construction-Only Certificate of Need (CON) Application to the New York State
Department of Health (NYSDOH) seeking approval to certify Crouse Health Hospital, Inc., d/b/a Crouse
Hospital (CHH) and Crouse Hospital-Commonwealth Division (Commonwealth) as divisions of UH through
an Asset Purchase Agreement (APA). The 465-bed CHH campus will be named Upstate Crouse Hospital,
and the 40-bed Commonwealth campus will be named Upstate Crouse Inpatient Addiction Treatment
Services. UH will operate the new divisions under UH’s operating certificate and Medicare and Medicaid
provider numbers. There will be no change in either authorized services or the number or type of beds at
CHH or Commonwealth as a direct result of approval of this project.
1. Working Capital Financing Plan and Pro Forma Balance Sheet:

This section should be completed in conjunction with the monthly Cash Flow. The general guidelines
for working capital requirements are two months of first year expenses for changes of ownership and
two months' of third year expenses for new establishments, construction projects or when the first year
budget indicates a net operating loss. Any deviation from these guidelines must be supported by the
monthly cash flow analysis. If working capital is required for the project, all sources of working capital
must be indicated clearly. Borrowed funds are limited to 50% of total working capital requirements and
cannot be a line of credit. Terms of the borrowing cannot be longer than 5 years or less than 1 year. If
borrowed funds are a source of working capital, please summarize the terms below, and attach a letter
of interest from the intended source of funds, to include an estimate of the principal, term, interest rate
and payout period being considered. Also, describe and document the source(s) of working capital
equity.
Titles of Attachments Related to

Borrowed Funds Filenames of Attachments
Example: First borrowed fund source Example: first bor fund.pdf

N/A – No Borrowed Funds
In the section below, briefly describe and document the source(s) of working capital equity
Working capital needs for this project will be funded using existing cash equity from ongoing UH
operations. Please refer to the Schedule 9 Attachment for the following documents: 2020
Audited Financial Statement of UH and December 31, 2021 internal income statement of UH.
Please note the December 31, 2021 financial statements reflect six-(6)-months of activity due to
UH’s fiscal year commencing July 1st. As of December 31, 2021, UH’s Balance Sheet showed
$241,852,000 in cash and cash held by the State. The financial strength of UH is sufficient to
sustain operations going forward.
DOH 155-B Schedule 5 1

(06/2020)
2. Pro Forma Balance Sheet

This section should be completed for all new establishment and change in ownership applications. On a
separate attachment identified below, provide a pro forma (opening day) balance sheet. If the
operation and real estate are to be owned by separate entities, provide a pro forma balance sheet for
each entity. Fully identify all assumptions used in preparation of the pro forma balance sheet. If the
pro forma balance sheet(s) is submitted in conjunction with a change in ownership application, on a
line-by-line basis, provide a comparison between the submitted pro forma balance sheet(s), the most
recently available facility certified financial statements and the transfer agreement. Fully explain and
document all assumptions.
Titles of Attachments Related to Pro Forma

Balance Sheets Filenames of Attachments
Example: Attachment to operational balance sheet Example: Operational_bal_sheet.pdf

N/A – Not an establishment application

(06/2020)
Crouse Hospital
SCHEDULE 6
NOT APPLICABLE
Crouse Hospital
SCHEDULE 7
NOT APPLICABLE
Schedule 8A Summarized Project Cost and Construction Dates
This schedule is required for all Full or Administrative review applications except Establishment-Only
applications.
1.) Project Cost Summary data:

Total Source
Project Description:
Schedule 8b, column C, line
Project Cost $0
8
Schedule 8B, column C, line
Total Basic Cost of Construction $0
6
Schedule 8B, column C, line
Total Cost of Moveable Equipment $0
5.1
Cost/Per Square Foot for New
N/A Schedule 10
Construction
Cost/Per Square Foot for
N/A Schedule10
Renovation Construction
Total Operating Cost $1,924,187,529 Schedule 13C, column B
Amount Financed (as $) $0 Schedule 9
Percentage Financed as % of
N/A Schedule 9
Total Cost
Depreciation Life (in years) N/A
2) Construction Dates
Anticipated Start Date N/A

Schedule 8B
Anticipated Completion Date N/A
DOH 155-B Schedule 8A

(06/2020) 1
Schedule 9 Proposed Plan for Project Financing:
CHH will continue to own the Hospital Real Property, together with all improvements located thereon,
which will be leased to SUNY pursuant to the terms and conditions of a 99-year Lease Agreement
between CHH (as “Landlord”) and SUNY (as “Tenant”), acting through Upstate. The Lease is not being
utilized to fund Total Project Cost, which for this CON Application consists solely of the CON Application
Fee ($2,000). Please refer to the Schedule 1 Attachment for a copy of the draft Lease Agreement.
I. Summary of Proposed Financial plan

Check all that apply and fill in corresponding amounts.
Type Amount
A. Lease – See Note Above $
B. Cash $2,000
C. Mortgage, Notes, or Bonds $
D. Land $
E. Other $
F. Total Project Financing (Sum A to E)
$2,000
(equals line 10, Column C of Sch. 8b)
If refinancing is used, please complete area below.
Refinancing $
Total Mortgage/Notes/Bonds
$
(Sum E + Refinancing)
II. Details
A. Leases N/A FOR THIS APPLICATION – SEE NOTE ABOVE
N/A Title of Attachment

1. List each lease with corresponding cost as if purchased
each leased item. Breakdown each lease by total project
cost and subproject costs, if applicable.
2. Attach a copy of the proposed lease(s).
3. Submit an affidavit indicating any business or family
relationships between principals of the landlord and tenant.
4. If applicable, provide a copy of the lease assignment
agreement and the Landlord's consent to the proposed

(06/2020)
lease assignment.
5. If applicable, identify separately the total square footage to
be occupied by the Article 28 facility and the total square
footage of the building.
6. Attach two letters from independent realtors verifying
square footage rate.
7. For all capital leases as defined by FASB Statement No.
13, "Accounting for Leases", provide the net present value
of the monthly, quarterly or annual lease payments.
B. Cash
Type Amount
Accumulated Funds $2,000
Sale of Existing Assets $
Gifts (fundraising program) $
Government Grants $
Other $
TOTAL CASH $2,000

1. Provide a breakdown of the sources of cash. See sample table
See Table Above
above.
2. Attach a copy of the latest certified financial statement and
current internal financial reports to cover the balance of time to
date. If applicable, address the reason(s) for any operational
losses, negative working capital and/or negative equity or net
asset position and explain in detail the steps implemented to
improve operations.
In establishment applications for Residential Health Care

Schedule 9 Attachment
Facilities, attach a copy of the latest certified financial statement
and current internal financial reports to cover the balance of time
to date for the subject facility and all affiliated Residential
Health Care Facilities. If applicable, address the reason(s) for
any operational losses, negative working capital and/or negative
equity or net asset position and explain in detail the steps
implemented (or to be implemented in the case of the subject
facility) to improve operations.
3. If amounts are listed in "Accumulated Funds" provide cross-
reference to certified financial statement or Schedule 2b, if
applicable.
4. Attach a full and complete description of the assets to be sold, if
applicable.

(06/2020)

5. If amounts are listed in "Gifts (fundraising program)":
• Provide a breakdown of total amount expected, amount
already raised, and any terms and conditions affixed to
pledges.
• If a professional fundraiser has been engaged, submit
fundraiser's contract and fundraising plan.
• Provide a history of recent fund drives, including amount
pledged and amount collected
6. If amounts are listed in "Government Grants":
• List the grant programs which are to provide the funds with
corresponding amounts. Include the date the application was
submitted.
• Provide documentation of eligibility for the funds.
• Attach the name and telephone number of the contact person
at the awarding Agency(ies).
7. If amounts are listed in "Other" attach a description of the source
of financial support and documentation of its availability.
8. Current Department policy expects a minimum equity
contribution of 10% of total project cost (Schedule 8b line 10) )
for all Article 28 facilities with the exception of Residential Health
Care Facilities that require 25% of total project cost (Schedule
8b, line 10). Public facilities require 0% equity.
9. Provide an equity analysis for member equity to be provided.
Indicate if a member is providing a disproportionate share of
100% Equity
equity. If disproportioned equity shares are provided by any
member, check this box
C. Mortgage, Notes, or Bonds N/A FOR THIS APPLICATION
Total Project Units

Interest %
Term Years
Payout Period Years
Principal $

1. Attach a copy of a letter of interest from the intended
source of permanent financing that indicates principal,
interest, term, and payout period.
2. If New York State Dormitory Authority (DASNY) financing,
then attach a copy of a letter from a mortgage banker.
3. Provide details of any DASNY bridge financing to HUD
loan.

(06/2020)
4. If the financing of this project becomes part of a larger

overall financing, then a new business plan inclusive of a
feasibility package for the overall financing will be required
for DOH review prior to proceeding with the combined
financing.
D. Land N/A FOR THIS APPLICATION

Provide details for the land including but not limited to; appraised value, historical cost, and
purchase price. See sample table below.
Total Project
Appraised Value $
Historical Cost $
Purchase Price $
Other

1. If amounts are listed in "Other", attach documentation and
a description as applicable.
2. Attach a copy of the Appraisal. Supply the appraised date
and the name of the appraiser.
3. Submit a copy of the proposed purchase/option
agreement.
4. Provide an affidavit indicating any and all relationships
between seller and the proposed operator/owner.
E. Other N/A FOR THIS APPLICATION

Provide listing and breakdown of other financing mechanisms.
Total Project
Notes
Stock
Other

Attach documentation and a description of the method of
financing
F. Refinancing N/A FOR THIS APPLICATION

1. Provide a breakdown of the terms of the refinancing,
including principal, interest rate, and term remaining.

(06/2020)
2. Attach a description of the mortgage to be refinanced.
Provide full details of the existing debt and refinancing plan
inclusive of original and current amount, term, assumption
date, and refinancing fees. The term of the debt to be
refunded may not exceed the remaining average useful life
of originally financed assets. If existing mortgage debt will
not be refinanced, provide documentation of consent from
existing lien holders of the proposed financing plan.

(06/2020)
Crouse Hospital
SCHEDULE 9 ATTACHMENTS
 Financial Narrative
 University Hospital
• Audited Financial Statements

December 31, 2020 and 2019
• Financial Statements
December 31, 2021
 Crouse Health System, Inc. and Affiliates
• Audited Financial Statements

• Statistics & Financial Statements

December 2021
FINANCIAL NARRATIVE
Proposal
University Hospital SUNY Health Science Center (University Hospital, or “UH”), a department
of SUNY Upstate Medical University (Upstate), a medical campus of The State University of New
York (SUNY), is submitting this Construction-Only Certificate of Need (CON) Application to the
New York State Department of Health (NYSDOH) seeking approval to certify Crouse Health
Hospital, Inc., d/b/a Crouse Hospital (CHH) and Crouse Hospital-Commonwealth Division
(Commonwealth) as divisions of UH through an Asset Purchase Agreement (APA). 1 Please refer
to the Schedule 1 Attachment for a copy of the draft APA.
UH will operate the new divisions under UH’s operating certificate and Medicare and Medicaid
provider numbers. Although NYSDOH refers to additional hospital sites as divisions, UH
traditionally refers to additional sites as campuses. The 465-bed CHH campus will be named
Upstate Crouse Hospital, and the 40-bed Commonwealth campus will be named Upstate Crouse
Inpatient Addiction Treatment Services. Please refer to the Schedule 1 Attachment for an
Organization Chart and Article 28 Network Statement for Upstate.
Under the APA, Crouse Health System, Inc. (Crouse) and CHH will sell, convey, assign, transfer
and deliver to SUNY and SUNY will purchase, accept and receive at closing (i) all assets of every
description, whether real, personal or mixed, tangible or intangible, owned or leased by Crouse or
CHH on the Closing Date which are held in use or used in the Crouse Operations (other than
Excluded Assets) and (ii) all businesses conducted by Crouse and CHH as of the Closing Date
(collectively with (i) above, the Purchased Assets. There is no purchase price associated with the
transaction. Subject to the terms and conditions of the APA, the parties have agreed that (i)
substantially all the assets of Crouse and CHH shall be transferred and/or assigned to, and certain
liabilities shall be assumed by, SUNY and (ii) the Hospital Real Property together will all
improvements located thereon shall be leased to SUNY.
Crouse is the current sole corporate member and active parent and co-operator of CHH. 2 Under
this CON Application, CHH will effectively be disestablished from Crouse; and in a companion
action, Crouse will amend its Certificate of Incorporation to remove the power to operate a
hospital. Following the closing, CHH will remain an independent New York not-for-profit
corporation and the assets and liabilities of CHH will be those that have not been assumed by
1
The Applicant, University Hospital SUNY Health Science Center (UH), Operating Certificate No. 3302007H and
PFI No. 0635, is a 438-bed public hospital operated as a department of SUNY Upstate Medical University (Upstate),
a medial campus of The State University of New York (SUNY). SUNY is a corporation within the Education
Department of the State of New York (State).
2
Crouse Health System, Inc. (Crouse), a not-for-profit organization, is the parent corporation and sole member of
CHH. Crouse was established under CON Project No. 982428-E. Crouse Medical Practice, PLLC (CMP), a tax-
exempt professional service limited liability company, was formed to further CHH’s charitable purposes through the
provision of professional medical services of physicians. CHH, CMP and Crouse are consolidated for financial
statement purposes and are together described as the “System” in Crouse’s financial statements. CHH makes up
96.8% of the System as measured by assets and 92.8% of the system as measured by operating revenue.
1
SUNY, including the real property and fixed assets used by CHH (which will be leased to SUNY).
The activities of CHH post-closing will be limited to those related to performing its obligations
under the APA and the Lease.
As mentioned, CHH will continue to own the Hospital Real Property, together with all
improvements located thereon, which will be leased to SUNY pursuant to the terms and conditions
of a 99-year Lease Agreement between CHH (as “Landlord”) and SUNY (as “Tenant”), acting
through Upstate. Please refer to the Schedule 1 Attachment for a copy of the draft Lease
Agreement. Rent is described in Section 3 of the Lease Agreement and consists of, among other
items, all of Landlord’s payment obligations under the Crouse Bond Documents and reasonable
expenses of Landlord related to activities as owner of the premises. UH will be responsible for
the maintenance of the facility and capital improvements. 3 At the expiration of the term, Tenant
shall have the option to purchase the Premises for one dollar ($1.00).
In association with the APA, substantially all CHH employees will be offered employment by
SUNY. Under a Professional Employer Organization (PEO) agreement between SUNY and
StaffCo of Brooklyn, LLC (StaffCo), a single-member limited liability company and a registered
PEO in the State of New York pursuant to Section 918 of the New York Professional Employer
Act, UH will maintain the employment of individuals in good standing and employed at CHH, or
otherwise employed by CHH in connection with Crouse Operations. 4 UH will provide the PEO
with all funds needed to make payments consistent with the compensation and benefits plans, and
collective bargaining rights and union memberships in place prior to the Closing Date. Please
refer to the draft Employee Matters Agreement between CHH and StaffCo appearing as a
Schedule 1 Attachment.
The transaction, as described herein, in its simplest terms consists of the Crouse Operations
becoming integrated with and into the healthcare operation of Upstate with the result that CH and
UH will become one (1) hospital operating under one (1) operating certificate, while leasing the
real property from CHH, employees from StaffCo, and therefore operating the Crouse Operations
as part of UH as the Combined Hospital. 5
UH currently has 752 certified beds at its two (2) divisions, with a 29-bed third division, Upstate
University Hospital at Hutchings (Hutchings), coming online in 2023 under CON Project No.
212135-C. 6 CHH currently has 505 certified beds at its two (2) divisions. Upon completion of the
3
The transaction, whereby the Hospital Real Property remains with the seller, is, to a degree, modeled under the Stony
Brook University Hospital (SBUH) / Southampton Hospital (SH) transaction approved under CON Project No.
152083-C.
4
StaffCo currently has contracts for employees at SUNY at Stony Brook (SBUH) and SUNY Health Science Center
at Brooklyn. Two (2) StaffCo PEOs were integral to SBUH’s acquisitions of Eastern Long Island Hospital and
Southampton Hospital, under CON Project Numbers 152083-C and 161325-C, respectively.
5
“Combined Hospital” is a term defined in the APA and not necessarily a term used in NYSDOH Article 28 licensure
protocols.
6
Under CON Project No. 212135-C, UH received approval to create a new 29-bed division to provide inpatient
behavioral health services to adolescents and children. Please see more information on Hutchings in the section of
this Project Narrative entitled Overview of University Hospital SUNY Health Science Center.
2
transaction, along with the opening of Hutchings, UH will have 1,286 certified beds at its five (5)
divisions.
Ultimately, UH will have five divisions (hospitals) with respective bed capacities as follows:
• Upstate University Hospital at Community General (314 beds), which is located at 4900
Broad Road, Syracuse (Onondaga County), New York 13215; 7
• Upstate Crouse Inpatient Addiction Treatment Services (40 beds), which is located at 6010
East Molloy Road, Syracuse (Onondaga County), New York 13211.
UH and CHH are adjacent, and at some locations they are physically interconnected. 8
Commonwealth is located 5.5 miles and 15 minutes’ travel time from CHH. UH at Community
General is located 7.8 miles and 21 minutes’ travel time from UH.
Based upon somewhat similar transactions in which Stony Brook University Hospital (SBUH)
acquired and certified Southampton Hospital and Eastern Long Island Hospital as divisions of
SBUH, following an assumed contingent approval action on this CON Application, CHH will
submit a Transition Plan to assure a seamless continuity of patient care and the continuation of
services to the community. 9
Under this proposal, UH is seeking approval to certify CHH and Commonwealth as new divisions
of UH via an APA. There are no costs associated with this project. SUNY does not expect to
make changes in either authorized services or the number or type of beds at Upstate Crouse
Hospital or Upstate Crouse Inpatient Addiction Treatment Services as a direct result of approval
of this project. Any changes in beds and services among the campuses in the future will be subject
to appropriate regulatory filings.
Historic and Projected Financial and Utilization Information

Historic and projected financial and utilization data for UH appear in CON Schedules 13B, 13C,
13D, 16D, and 16E. The methodology, in keeping with current NYSDOH preference for merger
CON applications of this type, i.e., UH data (only) for the “Current Year”, and Crouse Operations
integrated with and into the healthcare operation of UH for the first and third year of project
implementation. CY 2021 was utilized as the Current Year for several reason:
7
In 2011, under CON Project No. 111257-C, UH acquired the assets and real property of Community General Hospital
of Greater Syracuse, which was facing bankruptcy or closure. At the time, as is the case today, UH was operating at
or near capacity and needed additional beds.
8
UH and CHH are located on University Hill, a neighborhood that is a major educational and medical district of
Syracuse. “The Hill” is also the home of Syracuse University, the Veterans Administration Medical Center, SUNY
College of Environmental Science and Forestry, and the Richard H. Hutchins Psychiatric Center.
9
See CON Project No. 152083-C and CON Project No. 161325-C.
3
• 2021 represents the last complete year prior to submission of this CON Application.
• 2020, the last year for which an audit has been completed, ended over 14 months ago and
was a year significantly impacted by the COVID-19 outbreak including a ban on elective
and non-urgent procedures; restrictions on non-essential business activities; and a second,
more serious surge of COVID-19 hospitalizations in late 2020. In March 2020, the federal
government passed the Coronavirus Aid, Relief and Economic Security act (CARES Act),
which established a $175 billion Provider Relief Fund (PRF) to assist hospitals with their
COVID-19 response by reimbursing providers for lost revenues associated with the
reduced patient volumes and increased operating expenses they experienced due to
COVID-19. UH received $120.4 million in general and targeted PRF distributions in
2020. There were other provisions of the CARES ACT impacting CY 2020 that further
support the use of 2021 as the “Current Year” for CON Schedule 13 purposes.
First and third year projections are presented for UH operating as a four-(4)-campus hospital as
described above; in other words, following closing on the transaction in accordance with Article
VIII of the APA. The projections are conservative in keeping with UH’s business model. UH
activities were kept static from 2021 and to that model, the Crouse Operations, including the
activities of Crouse Medical Practice, PLLC (“PLLC”), were added and adjusted with conservative
revenue and expense assumptions. On the revenue side, inpatient volume was expanded by 5.7%
in Year 1, 0.8% in Year 2 and 0.9% in Year 3 reflecting the emergence from the impact of COVID-
19. Outpatient volume was projected to increase 5.7% in Year 1, 2.0% in Year 2 and 2.1% in Year
3. Payor mix remains relatively constant with a slight shift towards Managed Medicare/Medicaid.
Changes in reimbursement are consistent with Crouse’s historic and projected increases. Expenses
were projected with modest increases in salaries and wages, employee benefits, medical supplies
and drugs.
A summary of revenue and expenses for the current year, first and third year is as follows:
University Hospital (CON Schedule 13 C and 13D-1)

Current First Year Third Year
Total Project Revenue $1,416,230,206 $1,923,522,687 $1,950,077,983
Total Operating Costs $1,411,791,805 $1,924,187,529 $1,940,923,605
Gain or (Deficit) $4,438,401 ($664,842) $10,076269
A first-year loss is projected due, in part, to the need to invest in the former Crouse Operations in
order to realize future year synergies. By the third year, the enterprise is projecting a surplus.
Purpose of the Transaction

The purpose of the transaction is to incorporate the operations of CHH into UH to further create a
coordinated, highly integrated system with the objectives of improving quality, increasing access
and lowering the costs of health care in the communities served by UH and Crouse.
UH Current Financial Condition

Please refer to UH’s financial statements appearing as Schedule 9 Attachments. December 31,
2020 Audited Statements are included along with December 31, 2021 internal statements. Please
4
note that UH operates on a July 1 fiscal year and these 2021 statements reflect six (6) months of
operations.
In 2020, UH had a total net position of $295,532,000 and an increase in net position of
$14,259,000. It is important to note that from a financial feasibility perspective, UH is operated
as a department of SUNY Upstate Medical University, a medical campus of SUNY. SUNY is a
corporation within the Education Department of the State of New York. On the UH operating
statement, please note State of New York appropriations, transfers to Upstate Medical University
and SUNY, and Capital appropriations. For the six-(6)-month period ended December 31, 2021,
UH experienced an increase in net position of $21,951,000.
CHH’s Current Financial Condition

Please refer to Crouse financial statements appearing as Schedule 9 Attachments. Presented are
audited December 31, 2020 statements for Crouse Health System, Inc. and Affiliates, which
includes the System, Crouse Hospital and PLLC. In 2020, Crouse had net asset position of
($24,100,884) and a loss of ($14,661,288). In 2020 Crouse received $9,460,000 of CARES Act
funding. December 2021 Statistics and Financial Statements are included for both Crouse Hospital
and PLLC. In 2021, Crouse Hospital experienced a significant gain, driven generally by a pension
settlement and a gain on disposal of assets. PLLC experienced a loss of ($24,795,410).
5
5784 Widewaters Parkway Syracuse, NY 13214 P: 315-446-3600 F: 315-446-3899 www.fcc-cpa.com
UNIVERSITY HOSPITAL OF THE
STATE UNIVERSITY OF NEW YORK
UPSTATE MEDICAL UNIVERSITY
Managements Discussion and Analysis

as of and for the year ended December 31, 2020
(Unaudited)
Debt Administration
The primary funding source for additions to land, building and improvements is bonds issued by
the Dormitory Authority of the State of New York (DASNY). The primary funding source for
equipment additions is a tax-exempt equipment leasing program (TELP), which is a program
provided to the Hospital through the State.
The Hospitals long-term debt (in millions) consisted of the following at December 31:
2020 2019 2018

Amount Change Amount Change Amount Change
Due to State of New

York $ 17.0 $ (6.9) $ 23.9 $ 3.1 $ 20.8 $ 5.2
Capital lease obligations 54.5 8.0 46.5 3.6 42.9 (21.4)
General obligation bonds 316.2 12.5 303.7 7.8 295.9 10.2
387.7 13.6 374.1 14.5 359.6 (6.0)
Less current portion (35.8) (7.3) (28.5) 8.0 (36.5) (3.2)
$ 351.9 $ 6.3 $ 345.6 $ 22.5 $ 323.1 $ (9.2)
In 2020, the Hospitals debt increased by a net $13.6 million. Significant changes occurred in the
following areas:
Amounts due to State of New York under certain agreements decreased by $6.9 million. In
2020, the long-term portion of loans payable to OGS and NYPA decreased by $1.0 million,
bond funds advanced by the State decreased by $3.6 million and other amounts due to the
State decreased by $2.3 million.
The Hospitals capital lease obligations increased by $8.0 million. This net increase
resulted from normally scheduled principal payments of $15.7 million and new equipment
TELP financing of $23.7 million.
In 2020, the Hospitals net bond liability increased by $12.5 million. This increase resulted
from $15.5 million in new bond financing, normally scheduled principal payments of $4.0
million and a $1.0 million loss on the refinancing of debt.
17 (Continued)
Managements Discussion and Analysis

(Unaudited)
Economic Factors that will affect the Future, Continued
COVID-19 Pandemic, Continued
The continued adverse impact of the COVID-19 pandemic on operating results and financial
conditions will be driven by many factors, most of which are beyond control and the ability to
forecast. Such factors include, but are not limited to, depressed patient volume levels for an
indeterminable length of time, increases in the number of uninsured and underinsured patients as
a result of accelerated rates of unemployment, incremental expenses required for supplies and
personal protective equipment and changes to Federal and State funding of the Medicare and
Medicaid programs. Because of these and other uncertainties, we cannot estimate the length of or
level of the ongoing impact of the pandemic on business.
19
UNIVERSITY HOSPITAL OF THE STATE UNIVERSITY OF
NEW YORK UPSTATE MEDICAL UNIVERSITY
Statements of Cash Flows, Continued
(in thousands of dollars)

2020 2019
Reconciliation of operating gain (loss) to net cash
provided by operating activities:
Operating gain (loss) (135,584) 36,370
Adjustments to reconcile operating gain (loss) to net
cash provided by operating activities:
Depreciation and amortization 46,889 46,058
Provision for bad debts 61,783 71,256
Professional liability 7,658 2,112
Other noncash transactions 18,749 16,234
Changes in operating assets and liabilities:
Patient and other accounts receivable (33,898) (115,393)
Estimated disproportionate share receivable 16,690 (93,420)
Inventories (9,237) 2,852
Prepaid expenses and other (13,022) 177
Accounts payable and other accrued liabilities 48,931 40,400
Due from/to State of New York, net (6,131) 19,851
Medicare advances 80,290 -
Accrued wages and employee benefits 36,254 (5,038)
Due to/from third-party payors, net 12,336 5,293
Net cash provided by operating activities $ 131,708 $ 26,752
See accompanying notes to financial statements.
23
Notes to Financial Statements
The PFRS retirement system issues a publicly available financial report that includes financial
statements and supplementary information and provides detailed information about the
pension plans fiduciary net position. The report may be obtained at
http://www.osc.state.ny.us/retire/about_us/financial_ statements_index.php.
Optional Retirement Program
As an alternative to the New York State Employees Retirement System (ERS) and the New
York State Teachers Retirement System (TRS) as applicable, Hospital full-time and eligible
part-time professional employees may also participate in the SUNY Optional Retirement
Program (ORP) under IRS Section 401(a), which is a multiple-employer, defined contribution
plan with different approved investment providers - TIAA, Fidelity, AIG, and VOYA. ORP
employer and employee contributions are dictated by State law depending on specific
employee tier membership. The ORP provides benefits through annuity contracts and
provides retirement and death benefits to those vested employees who elected to participate
in an ORP. Benefits are determined by the amount of individual accumulations and the
retirement income option selected. All benefits generally vest after the completion of 366 days
of service if the employee is retained thereafter. Participation is effective as of entry into
service for those eligible employees who, at the time of employment, have any of the approved
investment providers employer-funded vested retirement contracts and elect participation in
the ORP. Employer contributions are not remitted to an ORP plan until an employee is fully
vested. As such there are no forfeitures reported by these plans if an employee is terminated
prior to vesting. Employees who joined the ORP after July 27, 1976 (Tiers III-V), and have
more than ten years of service or membership are no longer required to contribute 3.00% of
their salary. Those joining on or after April 1, 2012 (Tier VI) are required to contribute
between 3.00% and 6.00%, dependent upon their salary, for their entire working career with
SUNY. Employer contributions range from 8.00% to 15.00% depending upon when the
employee was hired / tier they fall under.
Employee contributions are deducted from their salaries and remitted on a current basis to the
respective ORP. Hospital employer contributions of $9,400 and $9,100 and employee
contributions of $2,200 and $1,900 were made for the years ended December 31, 2020 and
2019, respectively. The Hospital recognized ORP pension expense of approximately $9,700
and $9,200 in 2020 and 2019, respectively. The ORP financial reports can be obtained by
requesting them from their respective corporate offices.
54 (Continued)
Upstate University Hospital
Statements of Revenues and Expenses
Decenber 31, 2021
MONTH TO DATE Prior MTD YEAR TO DATE Prior YTD
Favorable (Dollars in thousands) Favorable
Actual Budge t (Unfavorable) % Actual Actual Budget (Unfavorable) % Actual
INPATIENT REVENUE
$ 209,404 $ 256,795 $ (47,391) (18.5)% $ 217,626 Gross Charges $ 1,383,581 $ 1,524,238 $ (140,657) (9.2)% $ 1,311,232
(162,252) (196,534) 34,282 17.4% (166,098) Contractual Allowances (1,060,967) (1,166,529) 105,562 9.0% (984,217)
(4,091) (3,332) (759) (22.8)% (2,122) Reserve For Bad Debt (20,584) (19,776) (807) (4.1)% (17,150)
43,061 56,929 (13,868) (24.4)% 49,405 Net Inpatient Revenue 302,030 337,933 (35,903) (10.6)% 309,864
OUTPATIENT REVENUE
169,692 170,937 (1,245) (0.7)% 144,160 Gross Charges 997,405 1,013,089 (15,684) (1.5)% 888,362
(133,715) (133,517) (199) (0.1)% (105,719) Contractual Allowances (791,474) (791,465) (10) (0.0)% (685,043)
(3,464) (3,582) 118 3.3% (3,929) Reserve For Bad Debt (19,650) (21,194) 1,544 7.3% (19,556)
32,512 33,838 (1,326) (3.9)% 34,513 Net Outpatient Revenue 186,281 200,431 (14,150) (7.1)% 183,763
(2) 75,573 90,767 (15,194) (16.7)% 83,918 Net Patient Revenue 488,311 538,363 (50,053) (9.3)% 493,627
(3) 5,047 596 4,451 746.4% (2,413) Pools and Retros (Pmts) 14,752 3,539 11,213 316.8% 1,469
16,300 16,300 0 0.0% 15,389 Disproportionate Share (DSH) 97,799 97,799 0 0.0% 85,830
-0- -0- -0- 0.0% 657 Appropriations from State of New York 218 -0- 218 100.0% 657
-0- -0- -0- 0.0% 84,267 Federal COVID Support 5,770 -0- 5,770 100.0% 100,019
(4) 14,455 13,357 1,099 8.2% 11,975 Other Revenue - Pharmacy 82,066 79,278 2,788 3.5% 62,787
(5) 4,247 4,758 (511) (10.7)% 4,888 Other Revenue 26,385 28,244 (1,859) (6.6)% 32,565
115,623 125,778 (10,155) (8.1)% 198,681 Total Revenue 715,300 747,224 (31,924) (4.3)% 776,953
OPERATING EXPENSES
41,196 41,411 215 0.5% 41,473 Salaries and Wages 243,979 245,813 1,835 0.7% 230,177
6,762 5,555 (1,207) (21.7)% 6,740 Contract labor 36,502 32,973 (3,529) (10.7)% 32,597
17,038 16,776 (262) (1.6)% 15,226 Fringe Benefits 98,868 99,815 948 0.9% 93,816
45,302 49,894 4,593 9.2% 45,188 Supplies and Other 278,826 297,499 18,674 6.3% 269,660
8,176 7,140 (1,035) (14.5)% 7,047 Contract & Retail Pharmacy Drug Expense 43,953 42,382 (1,571) (3.7)% 32,831
3,877 3,877 (0) (0.0)% 1,163 Depreciation and Amortization 23,260 23,260 (0) (0.0)% 22,537
1,234 1,384 150 10.8% 911 Interest 7,476 8,217 742 9.0% 7,156
(6) 123,585 126,038 2,453 1.9% 117,749 Total Expenses 732,863 749,961 17,098 2.3% 688,774
(7,962) (260) (7,703) (2967 1)% 80,932 OPERATING INCOME (LOSS) (17,563) (2,737) (14,826) (541.6)% 88,179
NON-OPERATING INCOME (LOSS)

2,409 (2,786) 5,195 186.5% (4,801) GASB 68 Pension Reserve Differential (a) 14,454 (16,307) 30,762 188.6% (28,764)
-0- -0- -0- 0.0% -0- Other Non-Operating Gain (Loss) -0- -0- -0- 0.0% 197
(1) $ (5,553) $ (3,046) $ (2,507) (82.3)% $ 76,132 NET INCOME (LOSS) $ (3,109) $ (19,045) $ 15,936 83.7% $ 59,612
41 705 (664) (94 2)% (994) Capital Appropriations 239 4,230 (3,991) (94.3)% 628
-0- -0- -0- 0.0% 5,560 Transfers from SUNY and UMU -0- -0- -0- 0.0% 5,560
7,036 4,871 2,165 44.5% -0- Capital Gifts and Grants 24,820 29,226 (4,406) (15.1)% 2,914
(7) $ 1,524 $ 2,530 $ (1,006) (39.8)% $ 80,698 INCREASE (DECREASE) IN NET POSITION $ 21,951 $ 14,411 $ 7,539 52.3% $ 68,714
1
(a) Represents the difference between the pension expense reserve required by GASB 68 and the Hospital's employer cash contribution requirement.
Balance Sheet
Decenber 31, 2021
(Dollars in thous ands )
Increase ASSETS AND DEFERRED OUTFLOWS OF RESOURCES Audited Increase

12/31/2021 12/31/2020 (De cre ase) % Current Ass ets 12/31/2021 12/31/2020 (De cre ase) %
$ 241 852 $ 339 877 $ (98 025) (28.8)% Cash $ 241 852 $ 339 877 $ (98 025) (28.8)%
109 068 125 042 (15 974) (12.8)% Accounts Receivable Net 109 068 125 042 (15 974) (12.8)%
122 587 109 733 12 854 11.7% Estimated Dis proporationate Share Receivable 122 587 109 733 12 854 11.7%
4 006 2 698 1 308 48.5% Due From Third-Party Payors 4 006 2 698 1 308 48.5%
31 166 30 727 439 1.4% Other Receivables 31 166 30 727 439 1.4%
5 642 5 642 (0) (0.0)% Due From State of New York - Profes s ional Liability 5 642 5 642 (0) (0.0)%
3 928 4 670 (742) 15.9% Due From State of New York 3 928 4 670 (742) (15.9)%
19 482 19 482 0 0.0% Inventory 19 482 19 482 0 0.0%
29 190 17 777 11 413 64.2% Prepaids and Other Ass ets 29 190 17 777 11 413 64.2%
566 921 655 648 (88 727) (13.5)% Total Current Ass ets 566 921 655 648 (88 727) (13.5)%
6 539 7 368 (829) (11.3)% Other Long Term Receivables Net 6 539 7 368 (829) (11.3)%
48 250 23 791 24 459 102.8% Ass ets Whose Use Is Limited 48 250 23 791 24 459 102.8%
-0- 212 (212) (100.0)% Unexpended bond proceeds -0- 212 (212) (100.0)%
82 085 56 322 25 763 45.7% Estimated Dis proporationate Share Receivable net 82 085 56 322 25 763 45.7%
132 916 132 916 (0) (0.0)% Due From State of New York - Profes s ional Liability 132 916 132 916 (0) (0.0)%
448 493 437 862 10 631 2.4% Property Plant and Equipt Net 448 493 437 862 10 631 2.4%
1 285 202 1 314 119 (28 917) -2.2% Total Ass ets 1 285 202 1 314 119 (28 917) (2.2)%
274 011 228 881 45 130 19.7% Deferred Outflows of Resources 274 011 228 881 45 130 19.7%
$ 1 559 213 $ 1 543 000 $ 16 213 1.1% Total Ass ets and Deferred Outflows of Res ources $ 1 559 213 $ 1 543 000 $ 16 213 1.1%
LIABILITIES, DEFERRED INFLOWS OF RESOURCES AND NET ASSETS

Current Liabilities
$ 44 116 $ 30 182 $ 13 934 46.2% Current Debt Maturities $ 44 116 $ 30 182 $ 13 934 46.2%
101 478 100 170 1 308 1.3% Accounts Payable 101 478 100 170 1 308 1.3%
40 488 43 506 (3 018) (6.9)% Accrued Wages 40 488 43 506 (3 018) (6.9)%
59 764 54 157 5 607 10.4% Accrued Employee Benefits 59 764 54 157 5 607 10.4%
4 785 5 029 (244) (4.9)% Accrued Interest 4 785 5 029 (244) (4.9)%
5 642 5 642 (0) (0.0)% Estimated Profess ional Liability 5 642 5 642 (0) (0.0)%
98 159 100 543 (2 384) (2.4)% Due to Third Party Payors 98 159 100 543 (2 384) (2.4)%
5 216 5 589 (373) (6.7)% Due to Affiliates 5 216 5 589 (373) (6.7)%
359 647 344 818 14 829 4.3% Total Current Liabilities 359 647 344 818 14 829 4.3%
132 916 132 916 (0) (0.0)% Due to State of New York - Profes sional Liability 132 916 132 916 (0) (0.0)%
(11 028) 293 557 (304 585) (103.8)% Net Pension Liability (As set) (11 028) 293 557 (304 585) (103.8)%
9 934 11 388 (1 454) (12.8)% Due to Affiliate 9 934 11 388 (1 454) (12.8)%
-0- 36 036 (36 036) (100.0)% Due to Third Party Payors -0- 36 036 (36 036) (100.0)%
27 182 35 919 (8 737) (24.3)% Accrued Employee Benefits 27 182 35 919 (8 737) (24.3)%
51 574 35 824 15 750 44.0% Capital Leas e Obligations 51 574 35 824 15 750 44.0%
287 598 304 665 (17 067) (5.6)% Long-term debt 287 598 304 665 (17 067) (5.6)%
857 823 1 195 123 (337 300) (28.2)% Total Liabilities 857 823 1 195 123 (337 300) (28.2)%
365 965 52 345 313 620 599.1% Deferred Inflow of Resources 365 965 52 345 313 620 599.1%
1 223 788 1 247 468 (23 680) -1.9% Total liabilities and deferred inflow of res ources 1 223 788 1 247 468 (23 680) -1.9%
222 763 205 936 16 827 8.2% Unrestricted 222 763 205 936 16 827 8.2%
112 662 89 596 23 066 25.7% Net Invested in Capital As sets 112 662 89 596 23 066 25.7%
335 425 295 532 39 893 13.5% Net As sets 335 425 295 532 39 893 13.5%
$ 1 559 213 $ 1 543 000 $ 16 213 1.1% Total Liabilities Deferred Inflows and Net As sets $ 1 559 213 $ 1 543 000 $ 16 213 1.1%
2
Statements of Cash Flows - All Funds
Decenber 31, 2021
Prior Year Prior Year to
Month to Date Month to Date Increase (Dollars in thousands) Year To Date Date Increase
12/31/2021 12/31/2020 (Decrease) % 12/31/2021 12/31/2020 (Decrease) %
Cash flows from operating activities
$ 93,248 $ 86,234 $ 7,014 8.1% Patient charges $ 501,952 $ 477,470 $ 24,482 5.1%
123 70 53 76.3% Medicaid DSH 156,225 154,884 1,341 0.9%
1,852 1,235 617 50 0% Passthroughs 9,415 7,921 1,494 18.9%
1,779 115 1,665 1451.8% Retro adjustments 5,749 475 5,273 1109.3%
13,292 11,100 2,191 19.7% Other income - Pharmacy 80,159 60,537 19,622 32.4%
2,955 4,280 (1,325) (31.0)% Other income 23,532 51,003 (27,471) (53.9)%
(38,347) (34,706) (3,642) (10.5)% Payroll (249,219) (218,316) (30,903) (14.2)%
(53,899) (44,387) (9,512) (21.4)% Employee Benefits (125,487) (120,085) (5,402) (4.5)%
(8,510) (4,131) (4,379) (106.0)% Contract labor (33,142) (28,132) (5,010) (17.8)%
(42,527) (48,631) 6,104 12 6% Supplies and Other (280,390) (301,981) 21,592 7.2%
(8,249) (6,525) (1,725) (26.4)% Contract & Retail Pharmacy Drugs (44,604) (32,083) (12,521) (39.0)%
(38,284) (35,345) (2,938) (8.3)% Net cash prov ded by (used in) operating activities 44,190 51,694 (7,504) (14.5)%
Cash flows from noncapital financing activities

-0- 85,064 (85,064) (100.0)% Operating & COVID Support 5,770 100,835 (95,065) (94.3)%
-0- -0- -0- 0.0% SUNY Advances & Transfers -0- -0- -0- 0.0%
-0- -0- -0- 0.0% Contribution to Campus - Mission Support -0- -0- -0- 0.0%
-0- -0- -0- 0.0% DSRIP & CREPs Transfers -0- (3,015) 3,015 100.0%
(4,905) -0- (4,905) (100.0)% Medicare Advance (Repayments) (26,451) 737 (27,188) (3689.2)%
(4,905) 85,064 (89,969) (105.8)% Net cash flows provided by (used in) noncapital financing activities (20,681) 98,557 (119,238) (121.0)%
Cash flows from capital and related

financing activities
(6,769) -0- (6,769) (100.0)% Capital leases (14,080) (7,290) (6,789) (93.1)%
(106) (127) 21 16 2% Debt Service & 384 Refund (7,233) (7,460) 227 3.0%
- -0- -0- 0.0% Capital Donation - Upstate Foundation 1,727 -0- 1,727 100.0%
(20) (1 141) 1 121 98 2% Property and equipment (1 657) (10 706) 9 049 84.5%
Net cash flows used in capital and related
(6 895) (1 267) (5 628) (444.1)% financing activities (21 242) (25 456) 4 214 16.6%
Cash flows from investing activities

-0- -0- -0- 0.0% Gain (Loss) on Investments -0- 197 (197) (100.0)%
-0- -0- -0- 0.0% Notes receivable -0- -0- -0- 0.0%
-0- -0- -0- 0.0% Net cash flows from investing activities -0- 197 (197) (100.0)%
(50,084) 48,451 (98,535) (203.4)% Net Increase (Decrease) in cash 2,267 124,991 (122,724) (98.2)%
291,936 291,426 510 0.2% Cash at beginning of period 239,585 214,885 24,699 11.5%
$ 241,852 $ 339,877 $ (98,025) (28.8)% Cash at end of period $ 241,852 $ 339,877 $ (98,025) (28.8)%
3
Crouse Hospital
SCHEDULE 10
NOT APPLICABLE
Crouse Hospital
SCHEDULE 11
NOT APPLICABLE
New York State Department of Health Schedule 13B
Schedule 13 B. Staffing
Table 13B - 1: See "Schedules Required for Each Type of CON" to determine when this form is
required. Use the "Other" categories for providers, such as dentists, that are not mentioned in the staff
categories. If a project onvolved multiple sites, please create a staffing table for each site.
X Total Project Subproject number
A B C D
Number of FTEs to the Nearest Tenth
Staffing Categories Current Year* First Year of Third Year of
FY2021 Implementation Implementation
(2023) (2025)
1. Management & Supervision 583.9 872.7 877.6
2. Technician & Specialist 708.0 993.1 997.5
3. Registered Nurse 1,846.5 2,511.5 2,522.3
4. Licensed Practical Nurses 127.8 177.5 178.3
5. Aides, Orderlies & Attendants 767.4 858.7 860.2
6. Physicians 0.6 127.3 129.5
7. PGY Physicians 0.0 0.0 0.0
8. Physician's Assistants 30.1 76.0 76.8
9. Nurse Practicioners 114.3 160.6 161.4
10. Nurse Midwife 0.0 0.9 0.9
11. Social Workers and Psychologist** 91.6 103.0 103.2
12. Physical Therapists and PT Assistants 101.7 122.4 122.8
13. Occupational Therapists and OT Assistants 51.5 56.4 56.4
14. Speech Therapists and Speech Assistants 0.0 3.3 3.3
15. Other Therapists (Respiratory Therapist) 105.1 166.1 167.2
16. Infection Control, Environment and Food Service 206.8 268.5 269.6
17. Clerical & Other Administrative 1,783.9 1,816.4 1,816.9
18. Other - Pharm & Pharm Tech 169.3 216.5 217.4
19. Other - Housekeeper Aides 0.0 0.0 0.0
20. Other - Maintenance Workers & Others 129.5 626.2 634.7
21. Total Number of Employees 6,818.1 9,157.1 9,196.1
*Last complete year prior to submitting application.
**Use only for RHCF and D and T Center proposals
Describe how the number and mix of staff were determined:
From current payroll information. First year represents UH. Year 1 and Year 3 represent UH and CHH. Please refer to the
Financial Narrative appearing as a Schedule 9 Attachment.
DOH 155-D Schedule 13B 1

(06/2020)
Schedule 13 B-2. Medical/Center Director and Transfer Agreements N/A
All diagnostic and treatment centers and midwifery birth centers should complete this section
when requesting a new location. DTCs are required to have a Medical Director who is a
physician. MBCs may have a Center Director who is a physician or a licensed midwife.
Medical/Center Director
Name of Medical/Center Director:

License number of the Medical/Center
Director
Not Title of Filename of

Applicable Attachment attachment
Attach a copy of the Medical/Center
Director's curriculum vitae
Transfer & Affiliation Agreement
Hospital(s) with which an affiliation agreement

is being negotiated
o Distance in miles from the proposed
facility to the Hospital affiliate.
o Distance in minutes of travel time from
the proposed facility to the Hospital
affiliate.
o Attach a copy of the letter(s) of intent or
N/A
the affiliation agreement(s), if
Attachment Name:
appropriate.
Name of the nearest Hospital to the proposed

facility
o Distance in miles from the proposed
facility to the nearest hospital.
o Distance in minutes of travel time from
the proposed facility to the nearest
hospital.

(06/2020)
New York State Department of Health Schedule 13C
Schedule 13 C. Annual Operating Costs
See “Schedules Required for Each Type of CON” to determine when this form is required. One schedule must be
completed for the total project and one for each of the subprojects. Indicate which one is being reported by
checking the appropriate box at the top of the schedule.
Use the below tables or upload a spreadsheet as an attachment to this Schedule that matches the structure of the
tables (Attachment Title: ) to summarize the first and third full year’s total cost for the categories, which are
affected by this project. The first full year is defined as the first 12 months of full operation after project
completion. Year 1 and 3 should represent projected total budgeted costs expressed in current year dollars.
Additionally, you must upload the required attachments indicated below.
Required Attachments
Title of Filename of
Attachment Attachment
1. In an attachment, provide the basis for determining Schedule 9
budgeted expenses, including details for how depreciation and rent / Attachment -
lease expenses were calculated. Financial Narrative
2. In a sperate attachment, provide the basis for interest cost. Schedule 9
Separately identify, with supporting calculations, Attachment -
interest attributed to mortgages and working capital Financial Narrative
Total Project or Subproject Number
Table 13C - 1
a b c
Categories Current Year* Year 1 Total Year 3 Total
Budget Budget
Start date of year in question:(m/d/yyyy) 1/1/2021 1/1/2023 1/1/2025
1. Salaries and Wages $474,423,857 $679,886,326 $694,737,014
1a. FTEs 6,267.0 9,157.1 9,196.1
2. Employee Benefits $165,969,873 $218,817,679 $223,399,258
3. Professional Fees $109,739,887 $112,313,736 $115,203,588
4. Medical & Surgical Supplies $346,550,645 $435,937,678 $433,645,317
5. Non-med., non-surg. Supplies $8,768,122 $11,376,605 $11,828,733
6. Utilities $8,368,990 $14,085,483 $15,076,322
7. Purchased Services $195,834,312 $226,707,270 $229,461,090
8. Other Direct Expenses $25,718,033 $118,525,228 $124,827,057
9. Subtotal (total 1-8) $1,335,373,719 $1,817,650,005 $1,848,178,379
10. Interest (details required below) $14,601,527 $18,203,824 $17,656,617
11. Depreciation (details required below) $46,849,424 $65,862,788 $67,295,806
12. Rent / Lease (details required below) $14,967,135 $22,470,912 $22,470,912
13. Total Operating Costs $1,411,791,805 $1,924,187,529 $1,955,601,714
DOH 155-D
(06/2020)
Schedule 13C 1
Table 13C - 2
a b c
INPATIENT Categories Current Year* Year 1 Total Year 3 Total
Budget Budget
1a. FTEs 3,940.4 5,433.8 5,453.9
6. Utilities $5,261,969 $8,215,933 $8,727,943
9. Subtotal (total 1-8) $839,610,965 $1,088,824,367 $1,104,599,722
13. Total Inpatient Operating Costs $887,658,536 $1,152,435,977 $1,168,669,071
Table 13C - 3
a b c
OUTPATIENT Categories Current Year* Year 1 Total Year 3 Total
Budget Budget
1a. FTEs 2,326.6 3,723.3 3,742.1
6. Utilities $3,107,021 $5,869,550 $6,348,378
9. Subtotal (total 1-8) $495,762,754 $728,825,638 $743,578,656
13. Total Outpatient Operating Costs $524,133,269 $771,751,551 $786,932,643
Any approval of this application is not to be construed as an approval of any of the above indicated current or projected
operating costs. Reimbursement of any such costs shall be in accordance with and subject to the provisions of Part 86
of 10 NYCRR. Approval of this application does not assure reimbursement of any of the
costs indicated therein by payers under Title XIX of the Federal Social Security Act (Medicaid) or Article 43 of The
State Insurance Law or by any other payers.
DOH 155-D
(06/2020) Schedule 13C 2
New York State Department of Health Schedule 13D
Table 13D - 1
a b c
Year 1 Total Year 3 Total
Current Year*
Categories Revenue Revenue
2021
Budget (2023) Budget (2025)
1. Inpatient Services $2,806,386,451 $3,361,175,702 $3,419,402,554
2. Outpatient Services $1,954,664,439 $2,472,938,917 $2,528,478,507
3. Ancillary Services - - -
4. Total Gross Patient Care Services Rendered $4,761,050,891 $5,834,114,619 $5,947,881,061
5. Deductions from Revenue ($3,782,078,654) ($4,381,862,199) ($4,454,386,087)
6. Net Patient Care Services Revenue $978,972,237 $1,452,252,420 $1,493,494,974
7. Other Operating Revenue
DSH $209,222,013 $226,722,013 $226,722,013
340B Contract Pharmacy $43,734,203 $43,734,203 $43,734,203
Retail Pharmacy $106,268,753 $106,268,753 $106,268,753
Other $78,033,000 $94,473,298 $95,386,041
8. Total Operating Revenue (Total 1-7) $1,416,230,206 $1,923,450,687 $1,965,605,983

9. Non-Operating Revenue $0 $72,000 $72,000
10. Total Project Revenue $1,416,230,206 $1,923,522,687 $1,965,677,983
DOH 155-D
(06/2020) Schedule 13D 1
Table 13D – 2A
Various inpatient services may be reimbursed as discharges or days. Applicant should indicate which method applies to this table by choosing the appropriate
checkbox.
Patient Days or Patient Discharges
Inpatient Services Total Current Year* First Year Total Budget Third Year Total Budget
Source of Revenue (A) Net Revenue (C) Net Revenue (E) Net Revenue
Patient $ per Patient Patient $ per Patient Patient $ per Patient
Days or dis- Day or dis- Days or dis- Day or dis- Days or dis- Days or dis-
charges (B) charge charges (D) charge charges (F) charges
Dollars ($) (B)/(A) Dollars ($) (D)/(C) Dollars ($) (F)/(E)
Commercial Fee for

4,561 $113,847,788 $24,961 10,567 $197,344,975 $18,675 10,743 $205,505,199 $19,129
Service
Managed
2,853 $77,212,566 $27,068 3,084 $80,823,910 $26,204 3,109 $81,696,241 $26,273
Care
Medicare Fee for
6,922 $127,879,415 $18,474 11,305 $183,921,768 $16,268 11,458 $185,001,969 $16,146
Service
Managed
6,528 $119,478,237 $18,302 9,911 $175,105,365 $17,668 10,037 $178,405,230 $17,775
Care
Medicaid Fee for
1,256 $18,169,993 $14,463 2,349 $29,626,566 $12,612 2,384 $30,026,370 $12,595
Service
Managed
9,550 $120,559,424 $12,624 14,984 $184,468,727 $12,311 15,180 $188,145,703 $12,394
Care
Private Pay 293 $377,431 $1,289 484 $791,982 $1,638 490 $804,535 $1,641
OASAS
OMH
Charity Care ($5,023,821) ($5,302,737)
Bad Debt ($784,065) ($827,594)
All Other 1,843 $38,000,084 $20,620 3,701 $62,997,848 $17,022 3,758 $56,638,141 $15,070
Total 33,806 $615,524,937 $18,208 56,386 $909,273,254 $16,126 57,160 $920,093,057 $16,097
DOH 155-D
(06/2020) Schedule 13D 2
Table 13D – 2B
Various outpatient services may be reimbursed as visits or procedures. Applicant should indicate which method applies to this table by choosing the
appropriate checkbox.
Visits (V) or Procedures (P)
Outpatient Services Source of Total Current Year First Year Total Budget Third Year Total Budget
Revenue Net Revenue Net Revenue Net Revenue
(A) (C) (E)
V/P (B) $ per V/P V/P (D) $ per V/P V/P (F) $ per V/P
Commercial Fee for Service 208,775 $111,587,206 $534 337,730 $193,710,837 $574 351,458 $207,153,441 $589
Managed Care 113,156 $64,624,189 $571 117,259 $67,628,229 $577 120,342 $69,627,701 $579
Medicare Fee for Service 155,523 $54,107,454 $348 212,605 $76,668,180 $361 220,249 $80,583,649 $366
Managed Care 169,036 $55,322,529 $327 246,822 $85,701,294 $347 256,174 $89,751,465 $350
Medicaid Fee for Service 18,047 $3,894,785 $216 26,761 $5,086,960 $190 27,787 $5,263,127 $189
Managed Care 205,505 $47,609,261 $232 339,115 $66,884,046 $197 353,069 $69,351,009 $196
Private Pay 11,206 $4,515,868 $403 21,631 $5,434,994 $251 22,600 $5,608,370 $248
OASAS
OMH
Charity Care ($1,082,948) ($1,143,071)
Bad Debt ($4,278,179) ($4,515,697)
All Other 54,106 $21,786,007 $403 97,159 $47,225,753 $486 101,354 $51,721,923 $510
TOTAL 935,353 $363,447,299 $389 1,399,082 $542,979,166 $388 1,453,033 $573,401,917 $395
Total of Inpatient and

$978,972,237 $1,452,252,420 $1,493,494,974
Outpatient Services
DOH 155-D
(06/2020) Schedule 13D 3
New York State Department of Health Schedule 16A
Schedule 16 A. Hospital Program Information
Note: University Hospital SUNY Health Science Center (University Hospital, or “UH”), a department of SUNY
submitting this Construction-Only Certificate of Need (CON) Application to the New York State Department
of Health (NYSDOH) seeking approval to certify Crouse Health Hospital, Inc., d/b/a Crouse Hospital (CHH)
and Crouse Hospital-Commonwealth Division (Commonwealth) as divisions of UH through an Asset
Purchase Agreement (APA). The 465-bed CHH campus will be named Upstate Crouse Hospital, and the 40-
bed Commonwealth campus will be named Upstate Crouse Inpatient Addiction Treatment Services. UH
will operate the new divisions under UH’s operating certificate and Medicare and Medicaid provider
numbers. There will be no change in either authorized services or the number or type of beds at CHH or
Commonwealth as a direct result of approval of this project.
Administrative aspects of this new divisions will be directed by an individual who is qualified for
such duties by education and experience. The Quality Assurance (QA) Program will be
administered by the appropriate individual who will serve as Medical Director for each of the
services in the new divisions. The QA Program for the new divisions will be consistent with, and
an integral part of, the existing QA Program of University Hospital SUNY Health Science Center
(University Hospital, or “UH”).
To provide care that is appropriate to an individual’s needs, UH will use a comprehensive

utilization review and monitoring program for the services in the new divisions. The appropriate
utilization of services will be monitored through the Care Coordination Department, under the
supervision of the Medical Director.
UH will utilize the current credentialing processes with respect to the new divisions. Physicians
who are qualified by virtue of their training and experience will be considered for staff privileges,
and only those who demonstrate a high level of competence will be appointed to the UH staff.
The competency of nursing, technical and support staff will also be reviewed. The overall staffing
pattern will be based upon demand.
Although every effort will be made to obtain appropriate payment, University Hospital has a
charity care policy for the provision of free or reduced priced services that are medically
necessary for individuals who qualify. The policy includes a sliding fee scale for its qualified
patients. The Hospital does not discriminate on the basis of age, sex, sexual orientation, race,
creed, religion, disability, and source of payment.
Please refer to the Project Narrative appearing as a Schedule 1 Attachment for additional
information.
DOH 155-D Schedule 16A 1

(11/2019)
For Hospital-Based -Ambulatory Surgery Projects: N/A

Please provide a list of ambulatory surgery categories you intend to provide.
List of Proposed Ambulatory Surgery Category
For Hospital-Based -Ambulatory Surgery Projects:

Please provide the following information:
Number and Type of Operating Rooms:
• Current:
• To be added:
• Total ORs upon Completion of the Project:
Number and Type of Procedure Rooms:
• Current:
• To be added:
• Total Procedure Rooms upon Completion of the Project:
DOH 155-D Schedule 16A 2

(11/2019)
Per the Cornell Program on Applied Demographics (PAD), the population of Onondaga
County is projected to decrease by 0.8% for the period 2020 to 2030, as compared to a
projected growth of 2.3% for New York State. However, the population of Onondaga
County is projected to age dramatically from 2020 to 2030. The age 65 and over
population is projected to be 17.9% of the total population in 2020 and is projected to
increase by 22.3% by 2030, when the 65 and over population will represent 22.1% of the
total county population. The rapidly growing age 65 and over population is the age cohort
that uses health care services at a greater rate than other age groups.
3. Document the current and projected demand for the proposed service in the population you
plan to serve. If the proposed service is covered by a DOH need methodology,
demonstrate how the proposed service is consistent with it.
This project does not involve the addition of any beds or services, but simply seeks
approval to certify Crouse Health Hospital, Inc., d/b/a Crouse Hospital (CHH) and Crouse
Hospital-Commonwealth Division (Commonwealth) as divisions of UH through an Asset
Purchase Agreement (APA). The 465-bed CHH campus will be named Upstate Crouse
Hospital, and the 40-bed Commonwealth campus will be named Upstate Crouse Inpatient
Addiction Services.
Please refer to the Project Narrative appearing as a Schedule 1 Attachment and the
Financial Narrative appearing as a Schedule 9 Attachment for additional information.
4. (a) Describe how this project responds to and reflects the needs of the residents in the
community you propose to serve.
The purpose of the transaction is to incorporate the operations of CHH into UH to further
create a coordinated, highly integrated system with the objectives of improving quality,
increasing access and lowering the costs of health care in the communities served by UH
and Crouse.
This project does not involve the addition of any beds or services, but simply seeks
approval to certify CHH and Commonwealth as divisions of UH through an APA.
information.
(b) Will the proposed project serve all patients needing care regardless of their ability
to pay or the source of payment? If so, please provide such a statement.
Although every effort will be made to obtain appropriate payment, the Hospital has charity
care policies for the provision of free or reduced priced services that are medically
necessary for individuals who qualify. The policies include sliding fee scales for qualified
patients. The Hospital does not discriminate on the basis of age, sex, sexual orientation,
race, creed, religion, disability, national origin and source of payment.

(11/2019)
5. Describe where and how the population to be served currently receives the proposed
services.
The population to be served through this project includes all current and future patients
of UH and CHH.
information.
6. Describe how the proposed services will be address specific health problems prevalent in
the service area, including any special experience, programs or methods that will be
implemented to address these health issues.
The population to be served through this project includes all current and future patients
of UN and CHH. This project does not seek to add any beds or services to the existing
operations of CHH, but simply to certify CHH and Commonwealth as divisions of UH
through an APA. The 465-bed CHH campus will be named Upstate Crouse Hospital, and
the 40-bed Commonwealth campus will be named Upstate Crouse Inpatient Addiction
Services.
Upstate consists of four (4) colleges (Medicine, Health Professions, Nursing and
Graduate Studies) and UH, which is the only academic medical center serving Central
New York. Upstate is currently the largest employer in Central New York with a workforce
of more than 9,000 employees. In addition to its immediate 19-county catchment area in
New York State, Upstate offers services to the following number of counties:
• Poison Control Coverage – 54 Counties

• Psychiatry Telepsych – 39 Counties
• Burn Unit Coverage – 34 Counties
• Occupational Health Clinic – 26 Counties
• Regional Perinatal Center – 21 Counties
Please refer to Upstate’s Regional Extension Map appearing as Appendix I of the Project
Narrative appearing as a Schedule 1 Attachment. Upstate’s clinical catchment area
approximates the Central New York Region as defined by NYSDOH, with some overlap
into the Finger Lakes Region to the west and Northeastern New York to the east. 1 The
2019 population of UH’s 19-county clinical catchment area was 1,933,595, representing
32.0% of the Upstate New York total population. 2
CHH is located in ZIP Code 13210, which can be classified socioeconically as a Lower
Middle Class ZIP Code in comparison to other ZIP Codes in New York. However, three (3)
1
Upstate’s clinical catchment area includes the following counties: Broome, Cayuga, Chemung, Chenango, Cortland,
Delaware, Herkimer, Jefferson, Lewis, Madison, Oneida, Onondaga, Oswego, Otsego, Schuyler, Seneca, St. Lawrence,
Tioga, and Tompkins.
2
New York State’s population was 19,453,561 in 2019, with the New York Metropolitan area having a population of
13,418,688 and Upstate New York having a population of 6,034,973.
(11/2019)
adjacent ZIP Codes and one (1) nearby ZIP Code are designated as among the Most
Distressed Places in Upstate New York by data collected by the bipartisan public policy
research organization Economic Innovation Group (EIG). The Distressed Communities

Index (DCI) is designed to provide a single, holistic, and comparative measure of
economic well-being across communities throughout the United States. Seven (7) key
metrics are used to identify communities with low economic well-being. Those factors
are:
• Adults without a High School Diploma
• Poverty Rate
• Prime-Age Adults (25-54) Not in Work
• Housing Vacancy Rate
• Median Income Ratio
• Change in Employment (Percent change in number of jobs from 2014-2018)
• Change in Number of Business Establishments
There are 50 zip codes in Upstate New York in the highest bracket of distress scores
(90.0+), including many in the region's largest cities. The four (4) ZIP Codes adjacent
to or nearby Crouse’s ZIP Code in Syracuse are included in the list of Most Distressed
Places in Upstate New York.
information, and specifically to Appendix II, which relates to Prevention Agenda activities
at UH.

(11/2019)
ONLY for Hospital Applicants submitting Full Review CONs
Non-Public Hospitals N/A

7. (a) Explain how the proposed project advances local Prevention Agenda priorities
identified by the community in the most recently completed Community Health
Improvement Plan (CHIP)/Community Service Plan (CSP). Do not submit the CSP. Please
be specific in which priority(ies) is/are being addressed.
(b) If the Project does not advance the local Prevention Agenda priorities, briefly
summarize how you are advancing local Prevention Agenda priorities.
8. Briefly describe what interventions you are implementing to support local Prevention
Agenda goals.
9. Has your organization engaged local community partners in its Prevention Agenda efforts,
including the local health department and any local Prevention Agenda coalition?
10. What data from the Prevention Agenda dashboard and/or other metrics are you using to
track progress to advance local Prevention Agenda goals?
11. In your most recent Schedule H form submitted to the IRS, did you report any Community
Benefit spending in the Community Health Improvement Services category that supports
local Prevention Agenda goals? (Y/N question)

(11/2019)
ONLY for Hospital Applicants submitting Full Review CONs
Public Hospitals
12. Briefly summarize how you are advancing local public health priorities identified by your
local health department and other community partners.
UH understands PHHPC is incorporating Public Health Provisions into the CON process.
UH has embraced the Department’s Prevention Agenda. UH participated in the
development of the 2019-2021 Onondaga County Community Health Assessment and
Improvement Plan (CHA/CHIP), which outlines the current health status of Onondaga
County residents while also identifying a comprehensive plan for addressing health
challenges within two (2) priority areas. The process was undertaken in alignment with
the 2019-2024 New York State Prevention Agenda.
HealtheConnections, the local regional health information organization, a CHA/CHIP
Steering Committee was formed to inform the assessment process. Advisory support
was also provided by the Onondaga County Health Equity Coalition to ensure that health
equity was at the forefront of planning efforts. The Coalition has over 30 member agencies
with representation across a variety of sectors.
13. Briefly describe what interventions you are implementing to support local public health
priorities.
Following a comprehensive review of health indicator data and feedback from both
community members and stakeholders, the Steering Committee adopted the following
priorities for the 2019-2021 CHA/CHIP cycle:
Prevent Chronic Diseases
• Increase the number of early childcare centers and schools with nutrition
standards for healthy food and beverages
• Increase the number of worksites with nutrition standards for healthy food and
beverage procurement
• Increase the reach of locally farmed food to all Onondaga County residents
• Improve sustainability of healthy food offerings through small retail venues,
corner stores, mobile markets, and food delivery programs
• Support healthy food choices by providing easily accessible information and
resources
• Increase food security
• Adopt and implement local policies to facilitate active transportation and
recreational physical activity for people of all ages and abilities
• Increase the number of schools with environments that support physical activity
• Increase the number of opportunities for safe physical activity for youth through
infrastructure and programming

(11/2019)
• Use media and health communications to highlight the dangers of tobacco,
promote effective tobacco control policies and reshape social norms
• Organize youth, youth agencies, and other community partners to advocate for
2021
• Pursue policy action to reduce the impact of tobacco marketing in lower-income
and racial/ethnic minority communities, disadvantaged urban neighborhoods and
rural areas
• Advocate to eliminate youth exposure to tobacco imagery and tobacco marketing
in youth-rated movies
• Develop workflows to facilitate the delivery of tobacco cessation services
• Promote smoke-free policies in multi-unit housing, especially those that house
low-SES residents
• Increase the number of smoke-free parks, beaches, playgrounds, and other
public spaces
• Partner with local employers to adopt tobacco-free outdoor air policies including
work site grounds, parking lots, and proximity to building
• Increase cancer screening in primary care and outpatient settings by assessing
how many patients are receiving screening services
• Remove barriers to cancer screening
• Promote strategies that improve the detection of undiagnosed hypertension in
health systems
• Promote patient engagement in managing chronic disease care disorders
• Promote a team-based approach to chronic disease care to improve health
outcomes
• Promote evidence-based medical management in accordance with national
guidelines
• Promote the use of Health Information Technology for: Measurement, Registry
Development, Patient Alerts, Bi-Directional Referrals, Reporting
• Implement evidence based chronic disease management programs in worksites
• Expand access to evidence-based self-management interventions for individuals
with chronic disease (arthritis, asthma, cardiovascular disease, diabetes,
prediabetes, and obesity) whose condition(s) is not well-controlled with
guidelines
Promote Well-Being and Prevent Mental and Substance Use Disorders
• Increase availability of/access and linkages to medication assisted treatment

(MAT) including Buprenorphine
• Increase availability of/access to overdose reversal (Naloxone) trainings to
prescribers, pharmacists and consumers
• Build support systems to care for opioid users or at risk of an overdose
• Safeguard prescription opioids against diversion
• Promote and encourage prescriber education and familiarity with opioid
prescribing guidelines and limits as imposed by NYS statutes and regulations
• Promote vaccination and screening among individuals with substance use
disorders to minimize risk of communicable diseases

(11/2019)
• Integrate trauma-informed approaches into local governance, leadership, and
practice
• Offer programs and services to treat depression and other mental health
conditions
• Develop evidence base of community-level protective factors for preventing
suicides
Please refer to Project Narrative Appendix II for a discussion on UH’s Prevention Agenda
activities.
14. Have you engaged local community partners, including the local health department, in your
efforts to address local public health priorities?
The Community Health Assessment (CHA) provides a comprehensive assessment of the

health status of Onondaga County residents using national, state, and local data sources.
Data collection efforts included a review of the following sources:
• Data collected and maintained by OCHD (including vital statistics and lead testing
data)
• U.S. Census Bureau, American Community Survey
• New York State Department of Health County Health Assessment Indicators,
Bureau of Vital Statistics, Prevention Agenda Dashboard
• New York Statewide Planning and Research Cooperative System
• 2016 Expanded Behavioral Risk Factor Surveillance System
• County Health Rankings
• HealtheCNY.org
Whenever available, the assessment provides comparisons by race, ethnicity, and age
among other demographic factors. Comparisons to statewide data and Central New York
counties are also included as appropriate. Additionally, an extensive community
engagement process was undertaken in 2019 to gather feedback directly from county
residents. Engagement strategies included a county-wide survey and focus groups
among populations at risk for poor health outcomes. Overall, more than 3,000 county
residents were engaged through this process.
15. What data are you using to track progress in addressing local public health priorities?
Performance Measures
Performance Measures for which UH is the Lead Agency include the following:

(11/2019)
The Sites Tab in NYSE-CON has replaced the Authorized Beds and Licensed Services
Tables of Schedule 16C. The Authorized Beds and Licensed Services Tables in
Schedule 16C are only to be used when submitting a Modification, in hardcopy, after
approval or contingent approval.
C. Impact of CON Application on Hospital Operating Certificate

Note: If the application involves an extension clinic, indicate which services should be added or removed from the
certificate of the extension clinic alone, rather than for the hospital system as a whole. If multiple sites are
involved, complete a separate 16C for each site.
TABLE 16C-1 AUTHORIZED BEDS
LOCATION:
(Enter street address of facility)
Current Proposed
Category Code Capacity Add Remove Capacity
AIDS 30
BONE MARROW TRANSPLANT 21
BURNS CARE 09
CHEMICAL DEPENDENCE-DETOX * 12
CHEMICAL DEPENDENCE-REHAB * 13
COMA RECOVERY 26
CORONARY CARE 03
INTENSIVE CARE 02
MATERNITY 05
MEDICAL/SURGICAL 01
NEONATAL CONTINUING CARE 27
NEONATAL INTENSIVE CARE 28
NEONATAL INTERMEDIATE CARE 29
PEDIATRIC 04
PEDIATRIC ICU 10
PHYSICAL MEDICINE & REHABILITATION 07
PRISONER
PSYCHIATRIC** 08
RESPIRATORY
SPECIAL USE
SWING BED PROGRAM
TRANSITIONAL CARE 33
TRAUMATIC BRAIN INJURY 11
TOTAL
*CHEMICAL DEPENDENCE: Requires additional approval by the Office of Alcohol and Substance Abuse Services (OASAS)
**PSYCHIATRIC: Requires additional approval by the Office of Mental Health (OMH)
Does the applicant have previously submitted Certificate of Need (CON) applications that have not been completed
involving addition or decertification of beds?
No Yes (Enter CON
number(s) to the right)
DOH 155-D Schedule 16C 1

(11/2019)
END STAGE RENAL DISEASE (ESRD)
TABLE 16C-3(a) CAPACITY Existing Add Remove Proposed

CHRONIC DIALYSIS
If application involves dialysis service with existing capacity, complete the following table:
TABLE 16C-3(b) TREATMENTS Last 12 mos 2 years prior 3 years prior

CHRONIC DIALYSIS
All Chronic Dialysis applicants must provide the following information in compliance with 10 NYCRR
670.6.
1. Provide a five-year analysis of projected costs and revenues that demonstrates that the proposed dialysis
services will be utilized sufficiently to be financially feasible.
2. Provide evidence that the proposed dialysis services will enhance access to dialysis by patients, including
members of medically underserved groups which have traditionally experienced difficulties obtaining
access to health care, such as; racial and ethnic minorities, women, disabled persons, and residents of
remote rural areas.
3. Provide evidence that the hours of operation and admission policy of the facility will promote the
availability of dialysis at times preferred by the patients, particularly to enable patients to continue
employment.
4. Provide evidence that the facility is willing to and capable of safely serving patients.
5. Provide evidence that the proposed facility will not jeopardize the quality of care or the financial viability of
existing dialysis facilities. This evidence should be derived from analysis of factors including, but not
necessarily limited to current and projected referral and use patterns of both the proposed facility and
existing facilities. A finding that the proposed facility will jeopardize the financial viability of one or more
existing facilities will not of itself require a recommendation to of disapproval.
DOH 155-D Schedule 16C 5

(11/2019)
Schedule 16 D. Hospital Outpatient Department - Utilization projections
a b d f
Current Year First Year Third Year
Visits* visits* visits*
CERTIFIABLE SERVICES 1/1/2021 1/1/2023 1/1/2025
MEDICAL SERVICES - PRIMARY CARE 80,056 80,056 80,056
MEDICAL SERVICES - OTHER MEDICAL SPECIALTIES 335,908 335,908 335,908
AMBULATORY SURGERY 0 0
SINGLE SPECIALTY - GASTROENTEROLOGY 1,814 2,815 2,931
SINGLE SPECIALTY - OPHTHALMOLOGY 828 2,276 2,445
SINGLE SPECIALTY - ORTHOPEDICS 1,289 3,142 3,357
SINGLE SPECIALTY - PAIN MANAGEMENT 35 667 740
SINGLE SPECIALTY - OTHER 11,873 11,873 11,873
MULTI-SPECIALTY - 7,470 8,339
CARDIAC CATHETERIZATION 0 0
ADULT DIAGNOSTIC 661 2,236 2,419
ELECTROPHYSIOLOGY 592 990 1,036
PEDIATRIC DIAGNOSTIC - 61 68
PEDIATRIC INTERVENTIONAL ELECTIVE - 1 1
PERCUTANEOUS CORONARY INTERVENTION (PCI) - 411 459
CERTIFIED MENTAL HEALTH O/P 19,353 19,353 19,353
CHEMICAL DEPENDENCE - REHAB - 23,193 25,892
CHEMICAL DEPENDENCE - WITHDRAWAL O/P - 0 0
CLINIC PART-TIME SERVICES - 0 0
CLINIC SCHOOL-BASED SERVICES - 0 0
CLINIC SCHOOL-BASED DENTAL PROGRAM - 0 0
COMPREHENSIVE EPILEPSY CENTER - 0 0
COMPREHENSIVE PSYCH EMERGENCY PROGRAM - 0 0
DENTAL 6,252 6,252 6,252
EMERGENCY DEPARTMENT 75,760 134,186 140,983
HOME PERITONEAL DIALYSIS TRAINING & SUPPORT - 0 0
HOME HEMODIALYSIS TRAINING & SUPPORT - 0 0
INTEGRATED SERVICES - MENTAL HEALTH - 0 0
INTEGRATED SERVICES - SUBSTANCE USE DISORDER - 0 0

LITHOTRIPSY - 0 0
METHADONE MAINTENANCE O/P - 347,668 388,116
RADIOLOGY-THERAPEUTIC 89,155 89,155 89,155
RENAL DIALYSIS, CHRONIC - 1,313 1,466
0 0
0 0
OTHER SERVICES 311,777 311,777 311,777
PT/ST/OT 18,281 20,407

Total 935,353 1,399,082 1,453,033
Note In the case of an extension clinic, the service estimates in this table should apply to the site in question,
not to the hospital or network as a whole.
* The 'Total' reported MUST be the SAME as those on Table 13D-4.
DOH 155-D
(06/2018) Schedule 16D 1
Office of Alcoholism and Substance Abuse Services Program
This information is required of Article 28 hospitals and diagnostic and treatment centers for projects that
include Chemical Dependency (CD) programs subject to an operating certificate or prior approval by the
Office of Alcoholism and Substance Abuse Services (OASAS) under Article 32 of the Mental Hygiene Law
(MHL). These projects include a new Chemical Dependency (CD) program, or a new site, or a modification to
an existing program. Per MHL Article 32, prior consultation with the Local Governmental Unit (LGU) and local
OASAS Field Office is required before submission of the Article 28 application.
Section A – Attachments for New Service, New Additional Location or Capacity Increase of beds
Not Applicable
1 Program and Service Area
a) Identify the type CD treatment service to be provided.
b) Provide a description of the area where the applicant plans to provide CD services.
c) Describe how the proposed program will function within the network of CD provider in this area.
Not Applicable
2 Need
a) Provide an assessment of the need for the services requested.
b) Describe how your organization currently serves the target population (if applicable).
c) Provide any other information supporting need for the proposed program.
Not Applicable
3 Functional Program
a) Mission - Describe the applicant’s approach/philosophy regarding the treatment of chemical
dependence; include use of self‐help services, medication, individual/group counseling and other
treatment techniques.
b) Organization – Describe the lines of authority from the governing body to the proposed program.
Indicate the relationship of the program to other programs operated by your agency.
c) Goals and Objectives - Provide a detailed list including, but not limited to: expected outcomes for
patients, planned numbers and frequency of service delivery, planned length of stay and other
proposed measures of success.
d) Policies and Procedures – Submit detailed CD operational policies and procedures in accord with the
proposed services to be provided. (not required when adding an additional location or a capacity
increase of beds)
e) Additional Locations – Indicate current annual number units of services at main location and
projected annual number units of services at the additional location.
f) Services – Describe the proposed operating schedule including days and hours.
g) Staffing – Provide a staffing plan for the program. Include descriptions of qualifications and duties for
each staff person.
h) Premises – Provide a description of the premises to be used by the program. Include floor plan
sketches drawn to scale.
i) Provide a Certificate of Occupancy or equivalent from the local buildings jurisdiction.
Not Applicable

(5/2014)
4 Fiscal
a) Submit a proposed budget for pre-operational expenses and first year of full operation.
Not Applicable
5 Implementation
a) Describe start-up or phase-in activities necessary to implement the program. Include timeframes in
your description.
Not Applicable
Section B – Relocation an existing service. Not Applicable

1 Change in Location
a) Indicate the proposed effective date of relocation.
b) Identify the new location.
c) Describe the reasons for the relocation.
d) Describe how access and transportation needs will be addressed.
e) Provide a description of the premises to be used by the program. Include floor plan sketches drawn
to scale.
f) Provide a Certificate of Occupancy or equivalent from the local buildings jurisdiction.
g) If the program relocates to a new county or borough, Complete Section A (1).
Not Applicable
Section C – Change of Sponsor
1 Change in Sponsor
a) Identify the new sponsor and the current sponsor.
b) Describe the reasons for changing sponsorship of the program(s).
c) Include written concurrence from the current sponsor for transfer of the program(s). If current
sponsor is a corporation, include a resolution from the Board of Directors.
d) Describe any changes to be made in the operation of the program(s).
e) Describe the qualifications of the new sponsor for the operation of CD programs.
f) Indicate any financial considerations involved in the change of sponsor.
g) Submit a transition plan, including timeframes, for the change of sponsor.
Current Sponsor: Crouse Health Hospital, Inc. d/b/a Crouse Hospital and Crouse Hospital-
Commonwealth Division
Crouse Hospital
736 Irving Avenue
Crouse Hospital - Commonwealth Division

6010 East Malloy Road

(5/2014)
New Sponsor: University Hospital SUNY Health Science Center
Article 32-certified programs affected by change of sponsor:

Operating
Certificate Certified
No. PRU Program Name Service Type Capacity Program Address
230910439 1188 Chemical Dependence Opioid Treatment 800 2nd Floor, 2775 Erie Boulevard East
Treatment Service Program (822) Syracuse, New York 13224
211010567 704 Chemical Dependence Outpatient (822) N/A 2nd Floor, 2775 Erie Boulevard East
Treatment Service Syracuse, New York 13224
50244 Chemical Dependence Outpatient N/A 2nd Floor, 2775 Erie Boulevard East
Treatment Service Rehabilitation (822) Syracuse, New York 13224
Commonwealth Place Outpatient (822) N/A 1st Floor, 6010 Molloy Road
210711698 52249 Commonwealth Place Inpatient 40 beds 6010 East Molloy Road
Rehabilitation (818) Syracuse, New York 13211
Source: Certified Chemical Dependence Treatment Providers as of July 19, 2021, Division of Quality Assurance and
Performance Improvement, Bureau of Certification, New York State Office of Addiction Services and Support
University Hospital SUNY Health Science Center (University Hospital, or “UH”), a 438-bed public
hospital and a department of SUNY Upstate Medical University (Upstate), a medical campus of The
State University of New York (SUNY), is submitting this Construction-Only Certificate of Need
(CON) Application to the New York State Department of Health (NYSDOH) seeking approval to
certify Crouse Health Hospital, Inc., d/b/a Crouse Hospital (CHH) and Crouse Hospital-
Commonwealth Division (Commonwealth) as divisions of UH through an Asset Purchase
Agreement (APA).
The purpose of the transaction is to further create a coordinated, highly integrated system with the
objectives of improving quality, increasing access and lowering the costs of health care in the
communities served by UH and Crouse. The parties to the transaction desire that the Crouse
Operations be integrated with and into the healthcare operations of UH with the result that CHH and
UH will become one (1) hospital operating under one (1) operating certificate. UH will operate the
new divisions under UH’s operating certificate and Medicare and Medicaid provider numbers.
There will be no change in authorized services or numbers or types of beds as a direct result of this
application. The 465-bed CHH campus will be named Upstate Crouse Hospital, and the 40-bed
Commonwealth campus will be named Upstate Crouse Inpatient Addiction Services.
UH serves as the academic medical center for SUNY Upstate Medical University and offers
residency and fellowship programs in a variety of specialties and subspecialties. The Hospital is
operated by SUNY, which was established in 1948 and is now the nation’s largest comprehensive
system of public higher education. SUNY is a corporation within the Education Department of the
State of New York (State).
UH is certified for a total of 438 beds, including 32 psychiatric beds, and offers certified mental
health outpatient services. The addition of outpatient substance use disorder (Part 822) services and

(5/2014)
inpatient rehabilitation (Part 818) beds will preserve the substance use disorder services offered by
Crouse and facilitate the creation of a coordinated, integrated system of care.
Note: Under CON Project No. 212135-C, UH was approved to create a new division to be named
Upstate University Hospital at Hutchings, which will be certified for 29 inpatient psychiatric beds
including an 18-bed inpatient adolescent behavioral health unit serving individuals age 12 to 17, and
an 11-bed dual-diagnosis inpatient unit to meet the needs of children age 5 – 17 with a
developmental disability and a psychiatric condition. This project was developed with the
cooperation and support of the New York State Office of Mental Health (OMH) and the New York
State Office for People with Developmental Disabilities (OPWDD) to address major shortages in
behavioral health services for children and adolescents in the Central New York region and to
address a need for an inpatient program specifically designed for children with dual diagnoses and
co-morbid destructive behavior. There is currently no inpatient program in New York that is
specifically designed to address the clinical needs of children with dual diagnoses and co-morbid
destructive behavior. Families seeking this specialized inpatient care currently need to go to out-of-
state facilities. Construction is anticipated to be complete in 2023.
Please refer to the Project Narrative under the Schedule 1 Attachment for additional
information.

(5/2014)
White Plains Unit Cicero Consulting Associates Albany Unit
VCC, Inc.
Frank M. Cicero William B. Carmello
Charles F. Murphy, Jr. Joseph F. Pofit
James Psarianos Albert L. D’Amato
Michael D. Ungerer Mark Van Guysling
Noelia Chung
925 Westchester Ave.* Suite 201 * White Plains, NY 10604 Rosemarie Porco
Brian Baldwin Tel: (914) 682-8657 * Fax: (914) 682-8895 Daniel Rinaldi, Jr.
Michael F. Cicero cicero@ciceroassociates.com Mary Ann Anglin
Karen Dietz
Evelyn Branford Emeritus Consultants
Michael C. Maiale Nicholas J. Mongiardo
Patrick Clemente Joan Greenberg
Martha H. Pofit
Frank T. Cicero, M.D.
June 8, 2022 Rose Murphy
Michael P. Parker, Sr.

(1941-2011)
Anthony J. Maddaloni
(1952-2014)
Ms. Liz Odondi
Bureau of Financial Analysis
NEW YORK STATE DEPARTMENT OF HEALTH
Corning Tower, 18th Floor
Empire State Plaza
Albany, New York 12237
RE: UNIVERSITY HOSPITAL SUNY HEALTH SCIENCE CENTER

PROJECT NO. 221156-C
(Onondaga County)
Certify Crouse Health Hospital, Inc., d/b/a Crouse Hospital and Crouse Hospital-
Commonwealth Division as new divisions of University Hospital SUNY Health
Science Center (University Hospital) through an Asset Purchase Agreement
Dear Ms. Odondi:
On behalf of our client, University Hospital SUNY Health Science Center (University Hospital),
we are responding to your May 27, 2022 request for information. Following are the specific
responses:
1. Please provide a Crouse Pro-forma five-year projection post transaction, including

assumptions regarding volume, revenue, expense adjustments, Crouse Medical
Practice improvements, and lease structure assumptions.
RESPONSE:
Please refer to Attachment A for a five-(5)-year Financial Projection Analysis (the
“Analysis”) prepared with the assistance of Grant Thornton LLP, a leading independent
audit, tax and advisory firm. This document has also been uploaded to NYSE-CON as a
Schedule 13 Attachment. Note the Analysis is named “Project Saratoga”, which is a M&A
code name used to ensure confidentiality prior to the public announcement of the
transaction. The following key will assist with review of the Analysis:
Page 2-4 Displays the CH Baseline Financial Projection, including the estimated $25 million
annual subsidy for Crouse Medical Practice, PLLC (PLLC). Assumptions are
presented on each page. The Baseline projects an annual loss growing to $44.65
million in 2026 assuming no corrective action such as that proposed by the UH
transaction.
Page 5 CHH Historical and Baseline Financial Projection, representing the Hospital,
excluding PLLC. As shown, the 2021 Hospital gain is driven generally by the pension
settlement (discussed in the response to Question No. 3) and a gain on disposal of
assets (discussed in the response to Question No. 14). Not shown on this table is PLLC,
which experienced a loss of ($25,860,583) in 2021. (Please refer to Attachment B for
Crouse Health System, Inc. and Affiliates audited 2021 financial statements, which
were recently finalized and were not included in the original CON Application. These
financial statements have also been uploaded to NYSE-CON as a Schedule 9
Attachment.) As shown on Page 5 of the Analysis, CH is projected to incur significant
losses absent corrective action.
Page 6 This table presents CHH and PLLC on a consolidated basis following the UH
transaction and showing the effect of the Synergies and PLLC productivity
improvement. As shown, Year 1 net income is projected at ($5,100,000) and Year 3
net income is projected at $5,600,000. These results comport with results shown in
the CON Schedule 13C and 13D for CHH submitted on a stand-alone basis and
uploaded as a Supplemental Submission at the Department’s request on May 2, 2022.
In the original CON Application, Schedules 13 C and 13D were presented on a Year 1
and Year 3 consolidated basis and the Department requested they be broken out.
Revenue and Expense Synergies are broken out by line item, the largest of which is
the statutorily required Medicaid disproportionate share hospital (DSH) payments
amounting to $17.5 million annually. Clinical and Ambulatory Network Development
Revenue Synergies begin in Year 3 as discussed in the response to Question No. 10.
Page 7 This table displays CH’s liquid current assets against current liabilities and total
outstanding debt as of December 31, 2021. UH will fund the approximately $34.3
million working capital deficit.
Page 8 This table displays CH’s cash flow, working capital and Synergy refinement. Future
capital expenditures and future debt issue would be subject to customary regulatory
oversight.
2. Please provide details for the 99-year lease. Specifically, there are no rent details in
the submitted draft agreement, but it looks like rent paid from SUNY Upstate will be
used to cover Crouse’s existing debt obligations, current pension obligations, and
administrative support. Please provide the lease terms (e.g., annual and monthly rent
obligations).
RESPONSE:
Details of the lease and APA are still being finalized. A 99-year term was inserted in the
draft Lease Agreement to afford maximum flexibility. Due to Crouse’s improved cash
position driven a) by the sale of the Marley Building to Syracuse University for
$32,500,000 as discussed in the response to Question No. 14; b) COVID-19 relief
payments; and c) DPT funding in the amount of $42 million annually as described in the
response to Question No. 14, lease payments will be structured to mirror bond payments
plus an allowance for leasehold improvements. It is the applicant’s expectation that the
bonds will be retired via Crouse cash and accounts receivable runout within a year of
acquisition; at which point the lease will terminate and title transferred to UH. For
conservative purposes, the early termination of the lease was not assumed in the submitted
CON Schedule 13’s.
3. Pension Liabilities were reduced from $100M to $30M payable over 10 years. Please
provide details for the pension reductions and how they would impact the obligations
to be taken over by the State.
RESPONSE:
The settlement of the hospital’s pension obligation with the Pension Benefit Guarantee
Corporation (PBGC), a U.S. Government Agency, effective July 12, 2021, resulting in a
pension settlement gain of $80,611,723, is shown in the 2021 audited financial statements.
It is discussed in detail under Footnote No. 9 of the CHS audited statements. Crouse
negotiated a fixed liability of $30 million with level 10-year repayment terms with the
PBGC. UH will assume this liability as part of the consideration for the asset purchase.
4. Where does the current malpractice/potential liability reside after the transaction?
RESPONSE:
Similar to the pension liability, UH will assume the malpractice liability as part of the
consideration for the asset purchase.
5. Please provide a narrative explanation and quantify the projected synergies to result
from the Crouse/Upstate transaction, including the timing to realize the benefits and
the underlying assumptions in the financial projections. If the expected benefits of the
transaction are projected to occur after three years, then provide the financial
projections to demonstrate these benefits (e.g., through year five post-transaction) for
the consolidated Crouse/Upstate Hospital projections. This should include detail on
incremental utilization and revenue for individual service lines and timing to realize
these benefits.
RESPONSE:
Please refer to Attachment A for a five-(5)-year Financial Projection Analysis, which was
discussed in the response to Question No. 1. The Synergies are displayed by year for the
five- (5)-year period. As shown, the cumulative Synergy Total is $185 million and the
Synergies reverse the Crouse baseline loss by Year 3 of the projection period.
6. Please provide Crouse’s overall bed utilization rate and excess capacity by certified
bed type for Calendar Year 2020, 2021 and year-to-date 2022.
RESPONSE:
Please refer to Attachment C for a chart displaying the requested information. This
material has also been uploaded to NYSE-CON as a Schedule 13 Attachment.
7. Please provide the Upstate transfers declined, Upstate ED hours on diversion and the
margin impact of both during calendar year 2021 and year to date calendar year 2022.
RESPONSE:
Transfers to Upstate declined due to capacity constraints
Period Number Margin lost per transfer Margin lost
CY 2021 2,461 $7,850 $19,318,850
YTD 2022 (Jan-May) 3,208 $7,850 $25,182,800
ED Hours on Diversion (UH and Community)

Period Hours Margin lost per hour Margin lost
CY 2021 6,161 $4,365 $26,892,765
YTD 2022 (Jan-April) 3,142 $4,365 $13,714,830
8. Provide supporting calculations for reimbursement rate assumptions used to build
the Schedule 13 budget.
RESPONSE:
First- and third-year projections for UH operating as a four-(4)-campus hospital, in other
words, following closing on the transaction in accordance with Article VIII of the APA,
are included in the CON Schedule 13s. The projections are conservative in keeping with
UH’s business model. UH activities were kept static from 2021 and to that model, the
Crouse Operations, including the activities of Crouse Medical Practice, PLLC (“PLLC”),
were added and adjusted with conservative revenue and expense assumptions. On the
revenue side, inpatient volume was expanded by 5.7% in Year 1, 0.8% in Year 2 and 0.9%
in Year 3 reflecting the emergence from the impact of COVID-19. Outpatient volume was
projected to increase 5.7% in Year 1, 2.0% in Year 2 and 2.1% in Year 3. Payor mix
remains relatively constant with a slight shift towards Managed Medicare/Medicaid.
Changes in reimbursement are consistent with Crouse’s historic and projected increases.
Expenses were projected with modest increases in salaries and wages, employee benefits,
medical supplies and drugs. Please refer to Attachment A, which provides more detail to
the assumptions used in the CH projections.
9. Please explain the reason(s) for any increase or decrease in reimbursement rates from
the first to the third year.
RESPONSE:
Please refer to the response to Question No. 8 and to Attachment A.
10. The applicant stated that the ramp-up period for incremental benefits to SUNY could
be delayed due to physician referral patterns and physicians leaving post-acquisition
could limit capacities for treating expanded patient population. When is it expected
SUNY would see the incremental admissions from the merger? Please confirm if this
is the reason schedule 13 projections for SUNY Upstate remain unchanged for the
current, first, and third years.
RESPONSE:
Please refer to Attachment A for the five-(5)-year Financial Projection Analysis (the
“Analysis”) prepared with the assistance of Grant Thornton LLP, which was discussed in
the response to Question No. 1. As shown on Page No. 6, Clinical and Ambulatory
Network Development Revenue Synergies begin in Year 3 and Crouse Medical Practice,
PLLC (CMP, or “PLLC”) Synergies begin in Year 2, both representing the so-called
“ramp-up” period. As discussed in the response to Question No. 1, the projections in the
Analysis comport with results shown in the CON Schedule 13C and 13D for CHH
submitted on a stand-alone basis and uploaded as a Supplemental Submission at the
Department’s request on May 2, 2022. The reason the UH projections stay constant is that
all estimated benefits will be realized on the Crouse side due to capacity constraints at UH.
In other words, operations at UH will not change as a direct result of the project, while
operations at Crouse will be impacted by the project.
11. What would be the impact on SUNY Upstate static projections if the proposed
transaction did not occur?
RESPONSE:
The applicant fully expects the transaction to occur. Should the transaction not occur, the
community would be deprived of the benefits from the transaction, which is designed to
further create a coordinated, highly integrated system with the objectives of improving
quality, increasing access and lowering the costs of health care in the communities served
by UH and Crouse. In addition, failure to close on the transaction will deprive the
community of the synergies discussed in the response to Question 5. Finally, from a
physical plant perspective, UH is operating under significant capacity constraints. UH
needs additional infrastructure and capacity in order to take care of all of the patients who
seek its care. This can only be achieved through costly capital construction or facility
acquisition, as was the case in 2011 with the UH acquisition of Community General
Hospital of Greater Syracuse. CHH is adjacent and connected to UH and is the logical
solution to UH’s capacity constraints today, both operationally and financially.
12. Please provide utilization, by payor source, for Crouse and Upstate pre- and post-
transaction 2018 through year three of the project. We require year-to-date internal
utilization for 2022.
RESPONSE:
Please refer to Attachment C for Crouse data. Please refer to Attachment D for UH data.
This material has also been uploaded to NYSE-CON as Schedule 13 Attachments.
13. What management actions has University Hospital taken to recover from the
operating loss in 2020 attributed in large part to the pandemic, per the Financial
Narrative, and given the loss of supplemental funding from DSRIP and COVID-19
related provider relief funds?
RESPONSE:
Please refer to Attachment F for the 2021 audited financial statements of University
Hospital (UH), which were recently finalized and not included in the original CON
Application. These financial statements have also been uploaded to NYSE-CON as a
Schedule 9 Attachment. As shown on the Statements of Revenues, Expenses and Changes
in Net Position (Page 22), UH experienced an operating gain in 2021 of $58,268,000, as
contrasted with an operating loss in 2020 of ($135,584,000). UH had an overall excess of
revenues over expenses in 2021 of $59,562,000 as contrasted with an overall deficiency of
revenues over expenses of ($521,000) in 2020. The overall loss in 2020 was partially
mitigated by $120,424,000 of Coronavirus relief assistance. Pages 4 through 20 of the
audit report present a very informative Management’s Discussion and Analysis for 2021.
Included in this Discussion are factors contributing to the improved results and a series of
comparative tables showing 2019, 2020, and 2021 data including: Financial Summary
(Page 5); Statistical Summary (Page 6); Balance Sheet Summary (Page 7); and Income
Statement Summary (Page 13). Finally, appearing on Page 14 is a listing of significant
factors driving increased net patient services revenue.
14. Explain the drivers of the negative net asset position and loss from operations for
Crouse Health System, Inc., and Affiliates in 2019 and 2020 and the steps
implemented to improve operations.
RESPONSE:
The following table displays operating results for Crouse Hospital and Crouse Medical
Practice, PLLC (“PLLC”) over the past three (3) years:
Year CHH PLLC Consolidated

2019 $7,448,032 ($18,495,258) ($11,047,226)
2020 $12,040,530 ($23,691,089) ($11,650,559)
2021 ($7,544,961) ($25,860,583) ($33,405,794)
As shown, a major driver of Crouse’s losses is the physician practice. Crouse, as is the case
with many hospitals, loses money with its physician practices. In 2021, the PLLC lost
$25,860,583 on revenues of $39,486,299. A May 29, 2018 article in the Harvard Business
Review reported that “According to the most recent figures, from the American Medical
Association, over 25% of U.S. physicians practiced in groups wholly or partly owned by
hospitals in 2016 and another 7% were direct hospital employees. Yet, according to the
Medical Group Management Association, hospitals’ multi-specialty physician groups lost
almost $196,000 per employed physician.” The reasons hospitals and systems have been
hiring physicians are many and fall outside the purview of this response, however, suffice
to say, the benefits of the PLLC to Crouse outweighs the annual subsidy. Crouse, as with
many hospitals, was significantly impacted by the COVID-19 pandemic during 2020 and
into 2021.
Steps taken to improve financial results include:

1. Settlement of the hospital’s pension obligation with the Pension Benefit Guarantee
Corporation (PBGC), a U.S. Government Agency, effective July 12, 2021. This
resulted in a pension settlement gain of $80,611,723 shown in the 2021 audited
financial statements and discussed in detail under Footnote No. 9.
2. During the year ended December 31, 2021, CHS sold the Marley Education Center
at 765 Irving Avenue that houses its nursing school. The sale was to Syracuse
University for a purchase price of $32,500,000. The System received cash
proceeds of $29,500,000 and recognized a gain on sale of asset of $28,291,173.
This transaction is described in Footnote No. 7 of the 2021 audited financial
statements. CHS will lease the property back from Syracuse University and
continue operations of the nursing school.
3. Crouse is a safety-net, financially distressed hospital, which underwent a Chapter
11 reorganization in 2001-2003 and experienced declining patient volumes in the
recent past due, in part, to the COVID-19 pandemic. Crouse has recently been
included in the NYSDOH Directed Payment Template (DPT) Program for
Financially Distressed Hospitals. The DPT program revenue enhancement is
projected at $42 million annually.
4. Crouse has entered into the proposed transaction, which is the subject of this CON
Application, whereby Crouse Hospital and Crouse Hospital-Commonwealth
Division will be certified as new divisions of University Hospital through an Asset
Purchase Agreement.
15. Provide the calendar year-to-date 2022 statistics and internal financial statements for
Crouse Hospital and Crouse Medical Practice, PLLC and University Hospital. If
applicable, address the reason(s) for any negative working capital, net asset position,
and operating losses.
RESPONSE:
Please refer to Attachment E for Crouse information. Please refer to Attachment F for
UH information. These financial statements have been uploaded to NYSE-CON as
Schedule 9 Attachments. Note that 2022 results are negatively impacted by the national
nursing shortage, which is certainly impacting New York State facilities. The cost of per
diem and travel nurses is substantial and negatively impacts operating results.
Please feel free to contact me if you have any questions. Thank you.
Sincerely,
Frank M. Cicero
Frank M. Cicero
cc: Robert J. Corona, DO, MBA, CEO, Upstate University Hospital

Ms. Susan Furtney, Chief Strategy Officer, SUNY Upstate Medical University
CON Project No. 221156-C Crouse Hospital
UNIVERSITY HOSPITAL SUNY HEALTH SCIENCE CENTER
ATTACHMENT A
Crouse Pro-forma Five-(5)-Year Financial Projection Analysis

Project Saratoga Update
Baseline Financial Projection
DRAFT
Crouse Hospital Revenue
Inpatient Revenue
• 5.7% volume expansion in FY22, 0.8% growth in FY23, and 0.9% average
growth from FY24 through FY26
• Changes in reimbursement rates consistent with Crouse’s historic and projected
increases
• Payor mix remains relatively constant with slight shift towards Managed
Medicare / Medicaid
• Assumptions include:
• FY22 IP NPR by payor is based on the 2021 payor mix percentages (Payor
IP NPR / Total IP NPR)
• FY22 NPR per discharge by payor is calculated using IP NPR by payor /
budgeted IP volume by payor
• FY20 and YTD October 2021 gross and net revenue is assumed based on
past historical trends as a percentage of the total IP NPR per FS (waiting to
receive gross and net source file
• Total miscellaneous adjustments amount from gross to net revenue is
based on the IP YOY growth factor for the projection period
• IP NPR by discharge % change is rolled forward, consistent with past
historical trends
• FY26 and FY26 IP volume projections remain relatively consistent with
historical trends
Outpatient Revenue
• 5.7% volume expansion in FY22 (assumed based on IP YOY growth, until
receiving source file), 2.0% growth in FY23, and 2.1% average growth from
FY24 through FY26
• Payor mix remains constant
• Changes in reimbursement consistent with Crouse’s historic and projected rate
increases
© 2017 Grant Thornton LLP | All rights reserved | U.S. member firm of Grant Thornton International Ltd 2
DRAFT-For Discussion Purposes Only
Baseline Financial Projection (continued)
DRAFT
Outpatient Revenue
• FY22 OP NPR by payor is based on the 2021 payor mix percentages
(Payor OP NPR / Total OP NPR)
• FY22 NPR per discharge by payor is calculated using OP NPR by payor /
budgeted OP volume by payor
past historical trends as a percentage of the total OP NPR per FS (waiting
to receive gross and net source file
past historical trends as a percentage of the total NPR per FS (waiting to
receive gross and net source file)
• NPR by encounter % change is rolled forward, consistent with past
historical trends
• FY26 and FY26 OP volume projections remain relatively consistent
Other Revenue
• Assumptions consistent with Crouse’s projections
• No COVID-19 funding assumed to be received during FY22
Expenses
• Assumptions consistent with Crouse’s FY22 Budget for projected period
• Salaries and wages: -1.1% YOY expense contraction in FY22, 5.9% increase in
FY23, and an average increase of 3.9% from FY24-FY26
• GT utilized adjusted occupied beds of 4.3 FTEs per AOB for FY23-FY26
• Salary per FTE for FY23 is assumed to increase 5.0%, and with an average
increase of 3.0% from FY24-FY26
DRAFT
Expenses
• Medical supplies and drugs: of 4.0% in FY23 and 2.5% YOY expense increase in
FY22
• Fringe benefits: 25.7% of salaries and wages in FY22, increased to 27.2%
beginning in FY23
• Other expenses line item includes repairs and maintenance, as well as utilities
expense
• Inflation growth rate assumed to be 2.0% each year during the projection period
CMP Cash Transfer

• $25.0M transferred to CMP based on Crouse FY22 Budget
• Projected 2% annual increase in Cash Transfer to CMP
CHH Projections DRAFT
Update Notes
Historical Projection
2020 2021 2022 2023 2024 2025 2026 • Fringe benefits as a percent of
Revenues, gains and other support without donor restrictions salaries increased by 1.5%
Patient service revenue, net $ 396,218,962 $ 437,779,046 $ 472,680,183 $ 485,389,198 $ 498,922,737 $ 513,108,410 $ 527,851,917
beginning in 2023. ~+$3m per
Provision for bad debts - - - - - - -
Net patient service revenue less provision for bad debts 396,218,962 437,779,046 472,680,183 485,389,198 498,922,737 513,108,410 527,851,917
year from prior version
(Removed)
Other Operating Income 38,991,598 25,653,200 16,440,298 16,882,330 17,353,041 17,846,433 18,359,227
Total revenues, gains and other support without donor restrictions 435,210,560 463,432,247 489,120,481 502,271,529 516,275,778 530,954,843 546,211,144
Expenses
Salaries and wages 183,102,155 203,034,744 200,800,705 212,621,934 220,880,586 229,491,357 238,437,809
Medical supplies and drugs 80,750,472 88,971,109 91,187,033 95,134,952 97,594,672 99,874,803 102,210,021
Fringe benefits 45,002,985 46,137,259 51,648,735 54,689,320 56,813,560 59,028,370 61,329,522
Other Expenses 34,241,579 40,194,032 52,363,506 59,773,080 61,439,662 63,186,552 65,002,136
Purchased services 25,902,305 30,392,294 30,872,958 32,714,634 33,626,778 34,582,875 35,576,569
Physician Fees 15,243,083 13,502,392 16,708,354 17,042,521 17,383,372 17,731,039 18,085,660
Rent 5,723,328 6,462,253 7,503,777 7,503,777 7,503,777 7,503,777 7,503,777
Insurance 5,029,497 5,454,396 4,655,955 4,947,433 5,085,377 5,229,967 5,380,244
Professional Fees 3,159,832 2,574,424 2,573,849 2,854,402 2,933,988 3,017,409 3,104,110
New York State cash receipts assessments 2,058,203 2,108,237 2,304,356 2,313,355 2,368,557 2,425,075 2,482,943
Total Operating Expenses 400,213,439 438,831,140 460,619,228 489,595,407 505,630,328 522,071,224 539,112,791
EBITDA 34,997,121 24,601,106 28,501,253 12,676,122 10,645,450 8,883,619 7,098,353
Depreciation and amortization 19,089,125 18,670,429 19,013,364 19,716,858 20,446,382 21,202,898 21,987,406
Interest Expense / (Gain) 3,557,178 3,677,204 3,602,297 3,212,603 3,055,090 2,905,301 2,762,856
Net Operating Income 12,350,818 2,253,473 5,885,592 (10,253,339) (12,856,023) (15,224,581) (17,651,908)
Non-Operating Expense 2,809,835 (79,345,625) (72,000) (72,000) (72,000) (72,000) (72,000)
Hospital Gain 9,540,983 81,599,097 5,957,592 (10,181,339) (12,784,023) (15,152,581) (17,579,908)
Crouse Acquisition Update
Financial Projection – P&L – Debt, Working Capital & Synergy Refinement
DRAFT
Projection Update Notes
2022 2023 2024 2025 2026
Baseline Projection (in thousands) • Items in yellow are synergies for business planning purposes
Net Income (Loss) (19,100) (35,800) (38,900) (41,800) (44,700)
- Ancillary services – includes assumed cost savings of $2.8M on a
Total Margin % -4.8% -10.2% -10.3% -10.7% -11.1%
five-year projected basis as well as an additional $1.5M in
standardized pharmacy practices
Revenue Synergies
DSH 17,500 17,500 17,500 17,500 17,500 - Revenue cycle – Includes baseline improvements of $1.2M per year
Clinical - - 11,000 10,700 10,700 on a steady state basis as well as $1.4M in additional improvements
Ambulatory Network Development - - 2,000 3,900 5,900 to Crouse’s revenue cycle function
Revenue Synergies Total 17,500 17,500 30,500 32,100 34,100
- Supply chain – this figure includes the $1.7M run rate as well as
Expense Synergies ramped-up additional savings of $9.5M in year five.
Nursing Staff Augmentation (3,400) (3,600) (3,700) (3,800) (3,900)
Ancillary Services 900 3,700 4,300 4,300 4,300 - CMP improvement – includes $0.3M in assumed synergies as well as
Corporate Finance - 1,600 1,400 1,200 900 and additional $3.2M in additional cost synergies.
Revenue Cycle 600 2,600 2,600 2,600 2,600
Supply Chain 900 3,700 6,200 8,700 11,200
Information Technology (2,500) (1,600) (600) (600) (600)
Staffing - 2,700 3,600 3,600 3,600
StaffCo Benefits - (3,200) (3,300) (3,400) (3,600)
Expense Synergies Total (3,500) 5,900 10,500 12,600 14,500
CMP Improvements - 2,800 3,500 3,500 3,500
Synergies Total 14,000 26,200 44,500 48,200 52,100

Cumulative 14,000 40,200 84,700 132,900 185,000
Net Income (5,100) (9,600) 5,600 6,400 7,400

Total Margin % -1.1% -2.0% 1.1% 1.3% 1.4%
Financial Projection – Working Capital & Other Closing Costs Worksheet
DRAFT
Crouse
Hospital PLLC StaffCo Crouse Total Upstate Total
Current assets
Cash and cash equivalents $ 57,860,293 $ 1,195,800 $ - $ 59,056,093 $ - $ 59,056,093
Patient Accounts Receivable, net of estimated uncollectibles 79,154 3,495,825 24,167,468 27,742,447 27,304,440 55,046,887
Accounts Receivable-Other 4,278,436 568,603 - 4,847,039 2,829,500 7,676,539
Current portion of assets limited as to use 17,494,512 175,342 - 17,669,854 - 17,669,854
Funds held in trust by others 5,479,475 636,574 - 6,116,049 - 6,116,049
Total current assets 85,191,870 6,072,144 24,167,468 115,431,482 30,133,940 145,565,422
Current liabilities and debt

Accounts payable and accrued expenses $ - $ 3,436,609 $ - $ 3,436,609 $ 41,570,603 $ 45,007,212
Accrued payroll payable - 2,635,535 17,621,501 20,257,036 - 20,257,036
Accrued vacation payable - - 6,160,450 6,160,450 - 6,160,450
Current portion of estimated self insurance costs (WC,HI,PL) 4,278,996 - 4,278,996 - 4,278,996
Current portion of liabilities to third-party payors - - - - 22,830,463 22,830,463
Current portion of accrued postretirement liability - - 385,517 385,517 - 385,517
Bond Interest payable 348,632 - - 348,632 - 348,632
Long term debt 3,675,000 - - 3,675,000 - 3,675,000
Non current long term debt 76,889,242 - - 76,889,242 - 76,889,242
Total current liabilities and debt 85,191,870 6,072,144 24,167,468 115,431,482 64,401,066 179,832,548
(Deficit)/balance $ - $ - $ - $ - $ (34,267,126) $ (34,267,126)
Notes A
• The table above displays Crouse’s liquid current assets against its current liabilities and total outstanding debt as of 12/31/21.
• Current liabilities were moved to the assumed responsible entities with Upstate covering any cash shortfall when providing working capital as well as extinguishing Crouse’s
current outstanding long-term debt
• Current assets were applied to existing Crouse entities first, StaffCo second and any remaining amounts to Upstate.
• Under this scenario Upstate would have to fund approximately $34M of Crouse’s current liabilities
• This excludes all other long-term liabilities currently recorded by Crouse as well as prepaids and inventory
Financial Projection – Cash Flows – Debt, Working Capital & Synergy Refinement
DRAFT
Projection
2022 2023 2024 2025 2026 Update Notes
A Net Income (5,100) (9,600) 5,600 6,400 7,400 • Items highlighted in grey have been updated:
• Working Capital & Other Closing Costs – Assumes current
Adjustments to Calculate Operating Cash
Crouse cash and other liquid current assets would be used to
Depreciation 28,000 31,300 34,700 38,000 41,300
cover current liabilities and the overall shortfall to Upstate (not
Interest 3,500 3,400 3,200 3,100 2,900 included since this analysis is Crouse only). The calculation is
B Total 31,500 34,700 37,900 41,100 44,200 provided on the previous slide.
Uses of Cash - Investments • Medicare APP Repayment – Figures are included and are
Epic Implementation (21,700) (7,200) - - - displayed net in the Working Capital & Other Closing Costs figure
Capital Expenditures (25,000) (25,000) (25,000) (25,000) (25,000) • This table does not include the additional $34M of Upstate
C Total (46,700) (32,200) (25,000) (25,000) (25,000) funding displayed on the prior slide.
(Uses)/Sources of Cash - Financing

Proceeds From Debt Issuance 53,900 25,000 25,000 25,000 25,000
Lease Payment (3,100) (3,100) (3,100) (3,100) (3,100)
New Debt Service (900) (1,700) (2,600) (3,400) (4,300)
Epic - Financed (6,000) (6,000) (6,000) (6,000) (6,000)
D Total 43,900 14,200 13,300 12,500 11,600
B+C+D = E Uses of Cash Total 28,700 16,700 26,200 28,600 30,800
E+A=F Net Cash Impact 23,600 7,100 31,800 35,000 38,200
G Beginning Cash & Equivalents - 23,600 30,700 62,500 97,500

F+G=H Ending Cash & Equivalents 23,600 30,700 62,500 97,500 135,700
Financial Projection – Crouse Balance Sheet at 12/31/21
DRAFT
Crouse
CURRENT ASSETS:
Pa ient Accounts Receivable, net of es imated uncollectibles 79,154 3,495,825 24,167,468 27,742,447 27,304,440 55,046,887
Inventory Supplies - 175,342 - 175,342 10,547,742 10,723,084
Prepaid Assets - 636,574 - 636,574 7,067,301 7,703,875
Current por ion of assets limited as to use 17,494,512 - - 17,494,512 - 17,494,512
Due to/from affiliates - - - - - -
Total Current Assets 79,712,395 6,072,144 24,167,468 109,952,007 47,748,983 157,700,990
Assets limited as to use - - - - - -

Funds held in trust by others 5,479,475 - - 5,479,475 - 5,479,475
Property, plant and equipment, net 114,848,563 748,774 - 115,597,337 - 115,597,337
Interest in net assets of Crouse Heal h Founda ion, Inc. - - - - - -
Investments in Related Par ies - - - - 736,724 736,724
Debt Issuance Costs 3,873,192 - - 3,873,192 - 3,873,192
Good will - 1,085,000 - 1,085,000 - 1,085,000
Advance to Related Parties 569,634 - - 569,634 - 569,634
TOTAL ASSETS $ 204,483,259 $ 7,905,918 $ 24,167,468 $ 236,556,645 $ 48,485,707 $ 285,042,352
DRAFT
Crouse
CURRENT LIABILITIES
Capital leases - - - - - -
Current portion of estimated self insurance costs (WC,HI,HPL) 4,278,996 - - 4,278,996 - 4,278,996
Deferred rent - - - - - -
Long term debt 3,675,000 - - 3,675,000 - 3,675,000
Total Current Liabilities 8,302,628 6,072,144 24,167,468 38,542,240 64,401,066 102,943,306
Asset retirement obligation - - - - 3,071,739 3,071,739
Long term debt 76,889,242 - - 76,889,242 - 76,889,242
Long term portion of estimated self insurance costs (WC,HI,PL) 16,926,500 - - 16,926,500 - 16,926,500
Long term portion of liabilities to third-party payors - - - - 6,664,811 6,664,811
Long term portion of accrued postretirement liability - - 7,058,032 7,058,032 - 7,058,032
Minimum Pension Liability 26,257,644 - - 26,257,644 - 26,257,644
TOTAL LIABILITIES 128,376,014 6,072,144 31,225,500 165,673,658 74,137,616 239,811,274
ATTACHMENT B
Crouse Health System, Inc. and Affiliates
Audited Consolidated Financial Statements and Supplemental Information

AND AFFILIATES
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
AND SUPPLEMENTAL INFORMATION

CROUSE HEALTH SYSTEM, INC. AND AFFILIATES
CONTENTS
Page
............................................................................................................. 1 - 2
Consolidated Financial Statements:
Balance Sheets ...................................................................................................................................... 3
Statements of Operations and Changes in Net Assets ................................................................... 4 - 5
Statements of Cash Flows ..................................................................................................................... 6
Notes to Consolidated Financial Statements .................................................................................. 7 - 25
.............................................................26
Consolidating Supplemental Information:
cember 31, 2021 .......................................................................................... 27 - 28
Statement of Operations and Changes in Net Asse 31, 2021 .....................................29
cember 31, 2020 .......................................................................................... 30 - 31
Disclosure of Charity Care (Unaudited) ............................................................................................... 33

INDEPENDENT AUDITOR'S REPORT
To the Board of Directors of

Opinion
We have audited the consolidated financial statements of Crouse Health System, Inc. and Affiliates (the
sheets as of December 31, 2021 and 2020, the related
consolidated statements of operations and changes in net assets, and cash flows for the years then ended,
and the related notes to the consolidated financial statements (collectively, the financial statements).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial
position of the System as of December 31, 2021 and 2020, and the results of its operations and its cash flows
for the years then ended in accordance with accounting principles generally accepted in the United States of
America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of
America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards,
issued by the Comptroller General of the United States (GAS). Our responsibilities under those standards are
the Audit of the Consolidated Financial Statements
section of our report. We are required to be independent of the System and to meet our other ethical
responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Emphasis of Matter
As discussed in Note 1, the System elected a voluntary change in accounting principle related to recognition of
actuarial gains and losses for defined benefit and post-retirement benefit plans. The change in accounting
principle was adopted retrospectively to the beginning of the earliest period presented and resulted in a
restatement of the December 31, 2020 consolidated financial statements. Our opinion is not modified with
respect to this matter.
Responsibilities of Management for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in
accordance with accounting principles generally accepted in the United States of America, and for the design,
implementation, and maintenance of internal control relevant to the preparation and fair presentation of
consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is required to evaluate whether there are
conditions or events, considered in the aggregate, that
continue as a going concern within one year after the date that the financial statements are issued.
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to
includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and
therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material
1
misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control. Misstatements are considered material if there is a
substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a
reasonable user based on the consolidated financial statements.
In performing an audit in accordance with GAAS, we:
Exercise professional judgment and maintain professional skepticism throughout the audit.
Identify and assess the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error, and design and perform audit procedures responsive to those risks. Such
procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
l. Accordingly, no such opinion is expressed.
Evaluate the appropriateness of accounting policies used and the reasonableness of significant
accounting estimates made by management, as well as evaluate the overall presentation of the
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that
continue as a going concern for a reasonable period
of time.
We are required to communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit, significant audit fi
that we identified during the audit.
Other Reporting Required by Government Auditing Standards
In accordance with Government Auditing Standards, we have also issued our report dated [DATE] on our
nancial reporting and on our tests of its compliance with
certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of
that report is to describe the scope of our testing of internal control over financial reporting and compliance
and the results of that testing, and not to provide an opinion on internal control over financial reporting or on
compliance. That report is an integral part of an audit performed in accordance with Government Auditing
ontrol over financial reporting and compliance.
Buffalo, New York

May 13, 2022
2
CONSOLIDATED BALANCE SHEETS
As Restated
ASSETS 2021 2020
Current assets:
Cash and cash equivalents $ 42,475,809 $ 33,502,670
Patient accounts receivable 53,226,896 50,966,244
Inventories 10,792,832 12,544,468
Prepaid expenses and other current assets 9,645,364 10,660,997
Investments 15,834,373 10,042,662
Current portion of assets limited as to use 5,303,805 3,749,792
Total current assets 137,279,079 121,466,833
Noncurrent assets:
Assets limited as to use 16,690,944 35,548,915
Funds held in trust by others 1,724,968 1,608,537
Property and equipment, net 116,799,697 118,716,633
Interest in net assets of Crouse Health Foundation, Inc. 35,966,496 32,509,484
Other long-term assets 1,176,538 1,892,224
Total assets $ 309,637,722 $ 311,742,626
LIABILITIES AND NET ASSETS
Current liabilities:
Current portion of long-term obligations $ 8,350,000 $ 3,546,250
Accrued interest payable 348,632 353,450
Accounts payable and accrued expenses 52,111,795 39,223,358
Accrued vacation payable 6,160,450 5,808,840
Accrued salaries and wages payable 16,057,397 14,377,258
Current portion of liabilities to third-party payors 23,390,169 27,456,652
Current portion of estimated self-insurance costs 5,871,996 4,278,996
Current portion of accrued postretirement liability 564,039 741,153
Total current liabilities 112,854,478 95,785,957
Noncurrent liabilities:
Long-term obligations, net 95,896,423 77,798,156
Third-party payors, net 5,238,011 20,286,819
Estimated self-insurance costs, net 15,497,687 15,806,587
Accrued pension liability - 108,739,604
Asset retirement obligation 3,067,566 2,929,965
Accrued postretirement liability, net 6,726,799 9,749,374
Other liabilities 388,895 4,747,048
Total liabilities 239,669,859 335,843,510
Net assets (deficit):

Without donor restrictions 32,276,399 (58,218,905)
With donor restrictions 37,691,464 34,118,021
Total net assets (deficit) 69,967,863 (24,100,884)
Total liabilities and net assets $ 309,637,722 $ 311,742,626
The accompanying notes are an integral part of these consolidated financial statements.
3
CONSOLIDATED STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
For the Years Ended December 31, 2021 and 2020
As Restated
2021 2020
Operating revenues:
Net patient service revenue $ 474,613,163 $ 426,018,904
Other operating revenue 32,331,188 43,669,448
Total operating revenues 506,944,351 469,688,352
Operating expenses:
Salaries and wages 241,342,183 215,834,878
Employee benefits 56,902,244 50,331,577
Professional and physician fees 19,583,608 18,782,041
Medical supplies and pharmaceuticals 92,051,026 82,617,052
Purchased services 42,151,537 35,446,714
Depreciation 18,788,100 19,385,127
Interest expense 3,823,842 3,903,141
Insurance 7,032,444 7,076,691
Repairs and maintenance 9,371,549 8,781,286
Utilities 4,448,322 4,469,720
Other expenses 42,731,145 32,652,481
Cash receipts assessment tax 2,124,145 2,058,203
Total operating expenses 540,350,145 481,338,911
Loss from operations (33,405,794) (11,650,559)
Nonoperating revenues (expenses):

Net income (loss) from equity investments 48,391 (2,573,560)
Other components of net periodic pension cost 3,400,453 (6,279,351)
Gain on sale of long-lived assets 28,291,173 49,174
Pension settlement 80,611,723 -
Other income 72,000 72,000
Total nonoperating revenues (expenses), net 112,423,740 (8,731,737)
Excess (deficiency) of revenues over expenses $ 79,017,946 $ (20,382,296)
4
(CONTINUED)
As Restated
2021 2020
Net assets without donor restrictions:

Contributions for property acquisitions 6,303,060 3,102,610
Postretirement changes other than net periodic costs (265,391) (265,391)
Grant revenue 5,439,689 4,337,847
Change in net assets without donor restrictions 90,495,304 (13,207,230)
Net assets with donor restrictions:

Increase in interest in net assets of Crouse Health Foundation, Inc. 3,457,012 1,137,337
Increase in funds held in trust for others 116,431 76,338
Increase in net assets with donor restrictions 3,573,443 1,213,675
Change in net assets 94,068,747 (11,993,555)
Net assets (deficit) - beginning of year (24,100,884) (12,107,329)
Net assets (deficit) - end of year $ 69,967,863 $ (24,100,884)
5
CONSOLIDATED STATEMENTS OF CASH FLOWS
As Restated
2021 2020
Cash flows from operating activities:
Change in net assets $ 94,068,747 $ (11,993,555)
Adjustments to reconcile change in net assets
to net cash (used in) provided by operating activities:
Depreciation 18,788,100 19,385,127
Gain on sale long-lived assets (28,291,173) (49,174)
Amortization 300,695 300,511
Contributions for property acquisitions (6,303,060) (3,102,610)
Grant revenue (5,439,689) (4,337,847)
Gain on pension settlement (80,611,723) -
Pension and postretirement changes other than net periodic costs 265,391 5,986,399
Net unrealized gain on investments 1,428,868 272,203
Change in interest in net assets of Crouse Health Foundation, Inc. (3,457,012) (1,137,337)
(Gain) loss from related organizations (48,391) 2,573,560
Change in funds held in trust by others (116,431) (76,338)
Goodwill impairment 1,085,000 -
Patient accounts receivable (2,260,652) 1,179,081
Inventories, prepaid expenses and other current assets 3,406,346 (3,725,544)
Accounts payable and accrued expenses 14,915,368 (626,059)
Estimated self-insurance costs 1,284,100 1,931,617
Accrued pension and postretirement liability (3,465,080) (1,574,759)
Liabilities to third-party payors (19,115,291) 32,787,392
Asset retirement obligation 137,601 138,282
Other liabilities (4,358,153) 4,365,308
Net cash (used in) provided by operating activities (17,786,439) 42,296,257
Cash flows from investing activities:
Purchases of property and equipment (6,447,314) (2,109,248)
Increase in short-term investments, net (5,791,711) (10,042,662)
Decrease (increase) in assets limited as to use, net 20,498,087 (15,034,291)
Proceeds from sale of property and equipment 29,500,000 49,174
Contribution to related organization (960,000) (375,000)
Net cash provided by (used in) investing activities 36,799,062 (27,512,027)
Cash flows from financing activities:
Payments on notes payable (81,250) -
Principal payments on long-term debt (3,465,000) (3,378,750)
Pension settlement payments, net of discount (1,870,237) -
Principal payments on capital lease obligations - (13,617)
Net cash used in financing activities (5,416,487) (3,392,367)
Net increase in cash, cash equivalents and restricted cash 13,596,136 11,391,863
Cash, cash equivalents and restricted cash - beginning of year 33,633,893 22,242,030
Cash, cash equivalents and restricted cash - end of year $ 47,230,029 $ 33,633,893
Supplemental disclosure of cash flow information:
Interest paid, net of capitalized interest $ 3,500,447 $ 3,539,530
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization: Crouse Health Hospital, Inc., d/b/a Crouse Hospital

acute care regional hospital located in Syracuse, New York with a service area encompassing the counties of
Central New York State. The Hospital provides a full spectrum of inpatient and ambulatory medical, surgical
and emergency care services. The Hospital primarily provides services to the residents of Central New York
and its admitting physicians are primarily practitioners in the local area. In addition, the Hospital operates a
college of nursing.
In January 2015, Crouse Health Ne purpose of creating a clinically

integrated network to develop a team of primary care and specialty physicians to actively participate in a
stream-lined care delivery model. The Hospital is the sole member of CHN, and all activity for the years ended
December 31, 2021 and 2020 is accounted for within the Hospital.
professional service limited liability company, was

ugh the provision of professional medical services of
the sole member of the PLLC. By contract with the
Hospital, he is not entitled to any financial benefits, nor detriments, of ownership; his interest is nominal only.
Crouse Health System, Inc. ("CHS"), a not-for-profit organization, is the parent corporation and sole member of
the Hospital. The Hospital, PLLC and CHS are consolidated for financial statement purposes and are together
described as the "System". The Hospital is also affiliated with Crouse Health Foundation, Inc. (the
"Foundation"), a separate not-for-profit corporation that solicits and manages gifts and bequests on behalf of
the Hospital.
In 2013, the System entered into an affiliation agreement

the System would be granted certain governance powers of CMH. However, the System does not have a
financial interest in CMH, nor is it responsible for CMH obligations. Accordingly, the System does not
consolidate or record a financial interest in CMH. In the ordinary course, the System provides certain services
to CMH, which are valued and billed on an arms-length basis, totaling $2,930,133 and $3,139,309 for the
years ended December 31, 2021 and 2020, respectively.
Basis of Accounting: The accompanying consolidated financial statements are prepared in conformity with
accounting principles generally accepted in the United State of America (US GAAP).
Principles of Consolidation: The consolidated financial statements include the accounts of the System. All
significant intercompany transactions have been eliminated upon consolidation.
Change in Accounting Principle: During the year ended December 31, 2021, the System elected a
voluntary change in accounting principle related to recognition of actuarial gains and losses for defined benefit
pension and postretirement benefits plans on the basis that it is preferable. In accordance with Accounting
Standards Codification (ASC) 715, Compensation Retirement Benefits, the System elected to immediately
recognize actuarial gains and losses in the consolidated statement of operations in the year in which they
occur. Prior to this change in accounting policy, actuarial gains and losses were recognized in the statement
of operations by amortizing such gains and losses (subject to a corridor) over the estimated average future
service period of active employees in the plans. The System applied the change in accounting principle
retrospectively to the beginning of the earliest period presented January 1, 2020, resulting in the recognition of
unrecognized net actuarial losses of approximately $101,391,000 in net assets without donor restrictions,
effective January 1, 2020.
7
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The following table presents the impact of the change in

statements of operations and changes in net assets for the year ended December 31, 2020:
As Previously Impact of
Reported Change As Restated
Effect on Consolidated Statement of
Operations:
Other components of net periodic pension cost (558,343) (5,721,008) (6,279,351)
Excess (deficiency) of revenues over
expenses (14,661,288) (5,721,008) (20,382,296)
Changes in Net Assets:
Pension and postretirement change other
than net periodic costs (5,986,399) 5,721,008 (265,391)
Recently Issued Accounting Pronouncements: In February 2016, the FASB issued Accounting Update
(ASU) 2016-02, Leases. This ASU requires lessees to recognize assets and liabilities on the balance sheet for
leases with lease terms greater than twelve months. The recognition, measurement and presentation of
expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a
finance or operating lease. This amends current guidance that requires only capital leases to be recognized on
the lessee balance sheet. ASU 2016-02 will also require additional disclosures on the amount, timing and
uncertainty of cash flows arising from leases. The System adopted the ASU effective January 1, 2022.
Use of Estimates: The preparation of consolidated financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates
also affect the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates. Significant estimates made by the System include, but are not limited to,
estimated fair value of investment securities, third-party payor contractual adjustments and allowances,
assumptions used in determining pension and postretirement benefit costs and insurance reserves.
Classification of Net Assets: The consolidated financial statements have been prepared in conformity with
the disclosure and display requirements of US GAAP. US GAAP requires that the resources be classified for
reporting purposes between two classes that are based upon the existence or absence of restrictions on use
that are placed by its donors, as follows:
Net Assets without Donor Restrictions: Net assets without donor restrictions are resources available
to support operations. The only limits on the use of these net assets are the broad limits resulting from
the nature of the System, the environment in which it operates, and whose use is limited by agreement
between the System and a third-party other than a donor or grantor.
Net Assets with Donor Restrictions: Net assets with donor restrictions are resources that relate to
gifts of cash and other assets received with donor stipulations that limit the use of the donated assets,
assets of the Foundation, and funds held in trust by others. Some
donor-imposed restrictions are temporary in nature and when a donor restriction expires, that is, when a
stipulated time restriction ends or purpose restriction is accomplished, net assets with donor restrictions
are reclassified to net assets without donor restrictions and are reported in the consolidated statements
of operations and changes in net assets as net assets released from restriction. Donor-restricted
contributions whose restrictions are met within the same year as received are reflected as contributions
without donor restrictions in the accompanying consolidated financial statements. Other donor-imposed
restrictions are perpetual in nature and relate to fund
interest in the Foundation resulting from donors who stipulate that their donated resources be
maintained in perpetuity. The System is permitted to use or expend part of all of the income derived
from the donated assets unless otherwise restricted by the donor
8
Patients Accounts Receivable: Patients accounts receivable consists of amounts due from government
programs, commercial insurance companies, private pay patients, and other group insurance programs.
Concentrations of patient accounts receivable at December 31, 2021 and 2020 are as follows:
2021 2020
Medicare 31% 31%

Medicaid 29 30
Excellus BlueCross/BlueShield 16 14
Commercial insurance 7 7
Health Maintenance Organizations 3 2
Self-pay 11 10
All other 3 6
100% 100%
Net Patient Service Revenue: venue is reported at the amount that

reflects the consideration to which the System expects to be entitled in exchange for providing patient care.
These amounts are due from patients, third-party payors (including health insurers and government programs),
and others, and include an estimate of variable consideration for retroactive revenue adjustments due to
settlement of audits, reviews, and investigations. Generally, the System bills the patients and third-party payors
several days after the services are performed and or the patient is discharged from the facility. Revenue is
recognized as performance obligations are satisfied.
Performance obligations are determined based on the nature of the services provided by the System. Revenue
for performance obligations satisfied over time is recognized based on actual charges incurred in relation to
total expected (or actual) charges. The System believes that this method provides a reasonable representation
of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy
the obligation. Generally, performance obligations satisfied over time relate to inpatient services. The System
measures the performance obligation from admission into the System to the point when it is no longer required
to provide services to that patient, which is generally at the time of discharge. Revenue for performance
obligations satisfied at a point in time is recognized when goods or services are provided, and the System
does not believe it is required to provide additional goods or services to the patient.
The System is utilizing the portfolio approach practical expedient for contracts related to net patient service
revenue. The System accounts for the contracts within each portfolio as a collective group, rather than
individual contracts, based on the payment pattern expected in each portfolio category and the similar nature
of and characteristics of the patients within each portfolio. The portfolios consist of major payor classes for
inpatient revenue and outpatient revenue.
are rendered to patients with third-party coverage. Reimbursement under

these programs for all payors is based on a combination of prospectively determined rates, discounted
charges and historical costs. Amounts received under Medicare and Medicaid programs are subject to review
and final determination by program intermediaries or their agents, and the contracts the System has with
commercial payors also provide for retroactive audit and review of claims. Retroactive adjustments are
considered in the recognition of revenue on an estimated basis in the period the related services are rendered,
and such amounts are adjusted in future periods as adjustments become known or as years are no longer
subject to such audits, review, and investigations.
Agreements with third-party payors typically provide for payments at amounts less than established charges.
Generally, patients who are covered by third-party payors are responsible for related deductibles and
coinsurance, which vary in amount. The System also provides services to uninsured patients, and offers those
uninsured patients a discount, either by policy or law, from standard charges.
9
The System estimates the transaction price for patients with deductibles and coinsurance and from those who
are uninsured based on historical experience and current market conditions. The initial estimate of the
transaction price is determined by reducing the standard charge by explicit price concessions provided to third-
party payors, discounts provided to uninsured patients in accordance with the Syst
price concessions provided to uninsured patients. Explicit price concessions are based on contractual
agreements, discount policies and historical experiences. Implicit price concessions represent differences
between amounts billed and the estimated consideration the System expects to receive from patients which
are determined based on historical collection experience, current trends and other factors. Subsequent
changes to the estimate of the transaction price are generally recorded as adjustments to net patient service
revenue in the period of the change. Adjustments arising from a change in the transaction price were not
significant in the year ended December 31, 2021 or 2020.
Net patient service revenue recognized in the period from these major payor sources, is as follows for the
years ended December 31:
2021 2020
Medicare 33% 33%

Medicaid 21 21
Self-pay 2 1
All other 4 4
100% 100%
Medicare: Inpatient acute care services rendered to Medicare program beneficiaries are paid at prospectively
determined rates per discharge. These rates vary according to a patient classification system that is based on
clinical, diagnostic and other factors. The Hospital also receives reimbursement under a prospective payment
system for certain medical outpatient services, based on service groups, called ambulatory payment
tpatient services are based upon a fee schedule and or actual costs.
The Hospital's Medicare cost report has been audited and settled by the Medicare fiscal intermediary through
December 31, 2018.
Medicaid and Other: Under the New York Health Care Reform Act ("NYHCRA"), hospitals are authorized to
negotiate reimbursement rates for inpatient acute care services with all other non-Medicare payors except for
Medicaid, Workers Compensation and No-Fault, which are regulated by New York State. These negotiated
rates may take the form of rates per discharge, reimbursed costs, and discounted charges or as per diem
payments. Reimbursement rates for non-Medicare payors regulated by New York State are determined on a
prospective basis. These rates also vary according to a patient classification system defined by NYHCRA that
is based on clinical, diagnostic, and other factors. Outpatient services are paid under various reimbursement
methodologies, including prospective determined rates, cost reimbursement, fee schedules, and charges.
In addition, under NYHCRA, all non-Medicare payors are required to make surcharge payments for the
subsidization of indigent care and other health care initiatives. The percentage amount of the surcharge varies
by payor and applies to a broad array of health care services. Surcharges collected by the System do not
represent revenue to the System and accordingly are not included in the S
operations and changes in net assets. Surcharges are included in patient accounts receivables and the offset
is in third-party payors liabilities. Surcharges are generally received and paid to the state in the same month.
Also, certain payors are required to fund a pool for graduate medical education expenses through surcharges
on payments to hospitals for inpatient services or through voluntary election to pay a covered lives assessment
directly to the New York State Department of Health. The System is required to prepare and file various reports
on actual and allowable costs annually. Management believes that adequate provisions have been made in
the consolidated financial statements for prior and cu
between the amount estimated and the actual final settlement is recorded as an adjustment to net patient
service revenue in the year the final settlement is determined.
10
During the years ended December 31, 2021 and 2020, the System recognized an increase of approximately
$249,000 and a decrease of approximately $511,000, respectively, in net patient service revenue as a result of
changes in estimates and as a result of final settlements with third-party payors and the government.
Charity Care: The New York State Public Health Law requires all hospitals to implement financial aid policies
and procedures for their patients. The law also requires hospitals to develop and make publicly available a
summary of its financial aid policies and procedures. The System provides health care services to all patients
based on medical need, not on the ability to pay for services. For patients who meet certain criteria under the
stem provides care to these patients without charge or at amounts less
than its established rates. Because the System does not pursue collection of amounts determined to qualify for
charity care, they are not reported as revenue. The System maintains records to identify and monitor the level
of charity care it provides.
Excess (deficiency) of Revenues over Expenses: The consolidated statement of operations and changes in
net assets includes excess (deficiency) of revenues
ions which are excluded from excess (deficiency) of
revenues over expenses, consistent with industry practice, include contributions for property acquisitions, and
pension and postretirement changes other than net periodic costs.
Gifts and Donations: Unconditional promises to give cash and other assets are reported at fair value at the
date the promise is received. Gifts and donations are reported as support with donor restrictions if they are
received with donor stipulations that limit the use of the donated assets.
Collective Bargaining Agreements: The Hospital has approximately 74% of its employees working under
three collective bargaining agreements, which are set to expire on April 30, 2023.
Cash and Cash Equivalents: The System considers all highly liquid debt instruments with original maturities
of three months or less to be cash equivalents. Cash equivalents are also comprised of certificates of deposit
and money market funds. At December 31, 2021 and 2020, the System has cash and cash equivalents in
major financial institutions which exceed Federal Depository Insurance Limits. These financial institutions
have strong credit ratings and management believes the credit risks relating to those deposits are minimal.
The reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets that
comprise the amount reported on the consolidated statements of cash flows at December 31, is as follows:
2021 2020
Financial assets:
Assets limited as to use 4,754,220 131,223
Cash, cash equivalents and restricted cash $ 47,230,029 $ 33,633,893
Inventories: Inventories consist of drugs and other supplies and are valued at lower of cost (first-in, first-out)
or net realizable value.
Assets Limited as to Use: Assets limited as to use primarily include assets held by trustees under indenture
agreements and designated assets set aside by the Board of Directors, over which the board retains control
and may, at its discretion, subsequently use for other purposes. Amounts required to meet current liabilities of
the System have been classified as current in the consolidated balance sheets at December 31, 2021 and
2020.
11
Investments and Investment Income: Investment securities are recorded at fair value based on quoted
market prices. Investment income or loss (including unrealized and realized gains and losses on investments,
interest and dividends) is included in the excess (deficiency) of revenues over expenses unless the income or
loss is restricted by donor or law.
Funds Held in Trust by Others: Funds held in trust by others represent investments held in perpetuity in
which the income is received by the System for general operating purposes. Funds held in trust by others are
recognized at the estimated fair value of the assets, which approximates the present value of the future cash
flows when the irrevocable trust is established or the System is notified of its existence.
Property and Equipment: Property and equipment are recorded at cost. Property and equipment donated for
System operations are recorded at fair value on the date of receipt. Repairs and maintenance are expensed
as incurred. Equipment acquired via capital leases are stated at the lower of the present value of minimum
lease payments at the beginning of the lease term or fair value at the inception of the lease. Depreciation of
property and equipment, including amortization of equipment held under capital leases, is calculated on the
straight-line method over the shorter period of the lease term or the estimated useful life of the asset, which
ranges from 15 to 50 years for buildings and fixed equipment and 3 to 10 years for all other assets. Interest is
capitalized during the period of construction on significant projects.
The System analyzes its assets for impairment whenever events or changes in circumstances indicate the
carrying amount of a respective asset that the System expects to hold and use may not be recoverable. If this
review indicates that the remaining useful life of the long-lived assets has been reduced, the System adjusts
the depreciation on that asset to facilitate full cost recovery over its revised estimated remaining useful life. No
such adjustments were made during the years ended December 31, 2021 or 2020.
Debt Issuance Costs: Debt issuance costs are presented as a reduction of the carrying amount of long-term
debt rather than as an asset and amortized over the life of the related obligation. Amortization of debt
issuance costs is reported as interest expense in the consolidated statements of operations and changes in
net assets.
Other Long-Term Assets: Other long-term assets include investments in related organizations (Note 4) and
goodwill related to the acquisition of the primary care practice. During the year ended December 31, 2021, the
System determined the carrying value of the goodwill exceeded the fair value and impaired the full value of the
goodwill. The system recorded an impairment loss of $1,085,000 in other expense in the consolidated
statements of operations and changes in net assets. No impairment was recorded during December 31, 2020.
Asset Retirement Obligation: The Hospital accrues for asset retirement obligations, primarily asbestos
related removal costs, in the period in which they are incurred if sufficient information is available to reasonably
estimate the fair value of the obligation. Included in the accompanying consolidated balance sheets at
December 31, 2021 and 2020, relative to asset retirement obligations are long-term liabilities of $3,067,566
and $2,929,965, respectively, which represents the present value of the expected future costs of removal and
disposal activities. Upon settlement of the liability, the Hospital will recognize a gain or loss for any difference
between the settlement amount and liability recorded. The following is a summary of the components of the
asset retirement obligation for the years ended December 31:
2021 2020
Change in asset retirement obligation:
Asset retirement obligation at beginning of year $ 2,929,965 $ 2,791,683
Asset retirement costs (4,173) (1,663)
Accretion expense 141,774 139,945
Asset retirement obligation at end of year $ 3,067,566 $ 2,929,965
12
Interest in Net Assets of Crouse Health Foundation, Inc.: The Hospital recognizes an interest in the net
assets of the Foundation. The Foundation, a not-for-profit organization, accepts contributions from donors and
agrees to transfer those assets, the return on investment of those assets, or both, to the Hospital, as specified
by the donor. As the Hospital and the Foundation are financially interrelated, the Hospital is required to
recognize its interest in the net assets of the Foundation and adjust that interest for the change in net assets.
The Foundation is a separate not-for-profit organization with its own board of trustees and finances separate
from those of the Hospital. The Foundation board approves the timing and amount of transfers to the Hospital.
of donations to the Hospital for use as specified by
donors and amounted to $1,453,056 and $3,522,871 during the years ended December 31, 2021 and 2020,
respectively. The Foundation reimbursed the Hospital for administrative expenses of approximately $709,000
and $791,000 during the years ended December 31, 2021 and 2020, respectively. At December 31, 2021 and
2020, the Hospital has a receivable from the Foundation of $214,952 and $899,279, included in prepaid
expenses and other current assets. Interest in the net assets of the Foundation is reflected as net assets
without donor restrictions and net assets with donor restrictions on t
In December 2021, the Foundation renewed a letter of credit in the amount of $977,549 through December 31,
2022. This letter of credit was obtained by the Foundation on behalf of the student nursing program at Crouse
Hospital, to fulfill a requirement imposed by the U.S. Department of Education.
A summary of the assets, liabilities, net assets and changes in net assets of the Foundation is as follows for
the years ended December 31:
2021 2020
Cash, investments and other assets $ 36,778,618 $ 33,421,639
Liabilities $ 812,122 $ 912,155
Net assets:
Without donor restrictions $ 10,376,522 $ 9,495,630
Total net assets $ 35,966,496 $ 32,509,484
Change in net assets $ 3,457,012 $ 1,137,337
Income Taxes: CHS and the Hospital are not-for-profit corporations and CHS, PLLC and the Hospital are
exempt from federal income taxes on related income. Management believes these entities are no longer
subject to examination by Federal and State taxing authorities for years prior to 2019.
Subsequent Events: The System evaluated its December 31, 2021 consolidated financial statements for
subsequent events through the date the consolidated financial statements were issued. Subsequent to
December 31, 2021, the System announced publicly its intent to affiliate with SUNY Upstate Medical University
pending regulatory approval.
2. COVID-19 PANDEMIC
The COVID-19 pandemic has significantly impacted the operations and finances of the System during 2020
and into 2021. Such impacts stem primarily from public health measures instituted by federal, state and local
governments to slow the spread of the disease and preserve sufficient medical facility capacity to treat COVID-
19 outbreaks and surges. The System has adapted its operations accordingly and has taken various and
proactive actions to maintain liquidity and mitigate the financial impacts of the pandemic. The pandemic is
ongoing and the ultimate financial impact of COVID-19
cannot be determined at this time.
13
2. COVID-19 PANDEMIC (CONTINUED)
On March 27, 2020, the federal government enacted the Coronavirus Aid, Relief, and Economic Security Act
(CARES Act) that in part provides relief funds to hospitals and other health care providers on the front lines of
the COVID-19 response. This funding is to be used to support health care related expenses or lost revenue
attributable to COVID-19.
During the years ending December 31, 2021 and 2020, the Hospital and CMP received an aggregate of
approximately $6,530,000 and $9,460,000, respectively, of provider relief funds. The System recognized the
funds received in other operating revenue in the consolidated statements of operations and changes in net
assets. The System accounted for the provider relief funding in accordance with ASC 958-605 as an in-
substance conditional government grant
In April 2020, Centers for Medicare & Medicaid Services (CMS) introduced the Medicare Accelerated and
Advance Payment Program to provide short-term liquidity to medical service providers. The System received
advances amounting to approximately $29,000,000. The repayment terms associated with the advances
allows providers 29 months after the receipt of the funds before interest would accrue. Through the year
ended December 31, 2021, CMS has recouped approximately $15,000,000 through its repayment terms. As of
December 31, 2021 and 2020 advances outstanding amounted to $14,000,000 and $29,000,000 which are
recorded as current and non-current liabilities to third-party payors, respectively.
The CARES Act also permitted employers to defer the pa rtion of social security
taxes incurred between March 27, 2020 and December 31, 2020. As of December 31, 2021 and 2020, the
r deferred payroll tax payments of approximately $4,320,000 and $8,600,000,
respectively, in the consolidated balance sheets. The remaining deferral of approximately $4,320,000 is
expected to be repaid during the year ended December 31, 2022.
During 2020 the System applied for and received a $10,000,000 loan from the Small Business Administration
Paycheck Protection Program (PPP) which was forgivable in full if the System used the funds to make
qualifying payroll payments to employees during 2020. The System made sufficient qualifying payroll
payments in 2020 to qualify for loan forgiveness. During the year ending December 31, 2020, the System
accounted for this loan pursuant to Accounting Standards Codification section 958-605 as an in-substance
conditional government grant. Accordingly, as the System believed it had satisfied the forgiveness criteria it
recognized the full loan as other operating income in the accompanying consolidated statements of operations
and changes in net assets for the year ending December 31, 2020. As of the date of these financial
statements the System has not received forgiveness for the PPP loan.
Additionally, the System submits claims to Federal Emergency Management Association (FEMA) to reimburse
certain costs eligible for a 75 percent federal cost share not otherwise provided for by other CARES Act
funding. The System received and recognized in other operating revenues approximately $3,554,000 of
funding during the year ended December 31, 2021.
3. LIQUIDITY AND AVAILABILITY
Financial assets available for general expenditure that is, without donor or other restrictions limiting their use,
within one year are as follows for the year ended December 31:
2021 2020
Financial assets:
Investments 15,834,373 10,042,662
Long-term assets limited as to use 16,690,944 35,548,915
Financial assets available to meet general

expenditures within one year $ 128,228,022 $ 130,060,491
14
3. LIQUIDITY AND AVAILABILITY (CONTINUED)
by the Board of Directors, which the board retains

control and may, at its discretion, subsequently use for other purposes. Current portion of assets limited as to
use have been established to meet current liabilities and as such are not deemed to be available for general
expenditure. The System maintains a line of credit for $5,000,000. There were no outstanding borrowings on
this line of credit as of December 31, 2021.
4. INVESTMENTS IN RELATED ORGANIZATIONS
At December 31, 2021 and 2020, the Hospital has investments in two related organizations, respectively. A
summary of the significant transactions between the Hospital and these related organizations are as follows:
Plaza Corporation of Central New York, Inc. and Affiliates: The Hospital is a corporate member of Plaza
a New York not-for-profit corporation, together with one
other local hospital, which is also a corporate member. Both corporate members have equal rights under the
Plaza Corp. by-laws. Plaza Corp. is the sole corporate member of the following controlled subsidiaries:
Iroquois Nursing Home, Inc. ("Iroquois"), a 160-bed skilled nursing facility, Plaza Nursing Home Company, Inc.
Independent Elderly, Inc., a New York not-for-profit

corporation.
Laboratory Alliance of Central New York: The Hospital is a corporate member of Laboratory Alliance of
Central New York ("LACNY"), a for-profit, limited liability company, with one other local hospital at equal
ownership percentages. LACNY provides laboratory services to its members and other regional healthcare
providers. As the Hospital has the ability to exercise significant influence but not control, the investment is
recorded under the equity method and is included in other long-term assets on the accompanying consolidated
balance sheets. At December 31, 2021 and 2020, t
$1,176,538 and $168,000, respectively. The investment is inclusive of a receivable due of approximately
$570,000 in the form of cash advances and a working capital loan.
and $(2,574,000) for the years ended

December 31, 2021 and 2020, respectively, and is included in net loss from equity investments in the
accompanying consolidated statements of operations and changes in net assets.
5. ASSETS LIMITED AS TO USE AND SHORT-TERM INVESTMENTS
Assets limited as to use and short-term investments are comprised of the following for the years ended
December 31:
2021 2020
Board Designated $ 17,240,529 $ 39,005,915
Pension settlement escrow 4,500,415 -
Other restricted funds 253,805 292,792
21,994,749 39,298,707
Less: Current portion (5,303,805) (3,749,792)
Noncurrent assets limited as to use $ 16,690,944 $ 35,548,915
Short-term investments $ 15,834,373 $ 10,042,662
Investment (loss) income included in other operating revenue in the consolidated statements of operations and
changes in net assets was approximately $(227,000) and $1,081,000 for the years ended December 31, 2021
and 2020, respectively.
15
5. ASSETS LIMITED AS TO USE AND SHORT-TERM INVESTMENTS (CONTINUED)
The composition of assets limited as to use and short-term investments, at fair value, are as follows for the
2021 2020
Cash and cash equivalents $ 4,754,220 $ 131,223

U.S. Treasury obligations 3,963,400 2,772,761
U.S. Government agency bonds 399,136 914,745
Fixed Income 5,314,709 3,480,326
Municipal bonds - 181,348
Corporate and foreign bonds 23,397,657 41,860,966
Total assets limited as to use and short-term investments $ 37,829,122 $ 49,341,369
6. FAIR VALUE MEASUREMENTS
Assets and liabilities recorded at fair value in the balance sheets are categorized based upon the level of
judgment associated with the inputs used to measure their fair value. Hierarchical levels are directly related to
the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities as follows:
Level 1 - Valuation based on quoted prices in active markets for identical assets or liabilities that the Hospital
has the ability to access. Such valuations are based on quoted prices that are readily and regularly available
in an active market, valuation of these products does not entail a significant degree of judgment.
Level 2 - Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices in
markets that are not active or for which all significant inputs are observable, directly, or indirectly.
Level 3 - Valuations are based on inputs that are unobservable and significant to the overall fair value
measurement. These are generally company generated inputs and are not market based inputs.
The following tables present assets limited as to use, investments, and funds held by trust for others that are
measured and recognized at fair value on a recurring basis:
2021
Description Level 1 Level 2 Total
Cash and cash equivalents $ 4,754,220 $ - $ 4,754,220

U.S. Treasury obligations 3,963,400 - 3,963,400
U.S. Government agency bonds 399,136 - 399,136
Fixed income 5,314,709 - 5,314,709
Corporate and foreign bonds - 23,397,657 23,397,657
Funds held in trust by others 1,168,929 556,039 1,724,968
Total $ 15,600,394 $ 23,953,696 $ 39,554,090
2020
Cash and cash equivalents $ 131,223 $ - $ 131,223

Fixed income 3,480,326 - 3,480,326
Municipal bonds - 181,348 181,348
Total $ 8,335,280 $ 42,614,626 $ 50,949,906
There were no significant transfers into or out of Level 1 or 2. There were no Level 3 investments as of
December 31, 2021 and 2020.
16
7. PROPERTY AND EQUIPMENT
Property and equipment is comprised of the following at December 31:
2021 2020
Land and land improvements $ 3,293,306 $ 3,644,852

Buildings and fixed equipment 258,000,917 254,249,084
Major movable equipment 158,401,976 152,034,547
Leased facilities and equipment under capital leases 16,520,515 16,520,515
Construction in progress 101,079 4,460,434
436,317,793 430,909,432
Less: Accumulated depreciation (319,518,096) (312,192,799)
Total property and equipment, net $ 116,799,697 $ 118,716,633
Depreciation expense approximated $18,788,000 and $19,385,000 for the years ended December 31, 2021
The System received a grant in the amount of $16,325,000 to fund the purchase of property and construction
of a new addiction treatment services facility. The System is accounting for the grant as a non-exchange
contribution and recognized grant revenue of approximately $5,440,000 and $4,338,000, during the years
ended December 31, 2021 and 2020, respectively, as a change in net assets without donor restrictions.
During the year ended December 31, 2021, the System sold certain commercial real estate for a purchase
price of $32,500,000. The System received cash proceeds of $29,500,000 and recognized a gain on sale of
asset of $28,291,173. The System also recognized a receivable of $3,000,000 the receipt of which is
contingent upon the satisfaction of certain requirements by December 31, 2022. As such, the System deferred
revenue associated with the receivable in the consolidated balance sheet for the year ended December 31,
2021.
8. LONG-TERM OBLIGATIONS
Long-term obligations are as follows at December 31:
2021 2020
Bonds payable, Series 2019A $ 21,190,000 $ 22,450,000

Bonds payable, Series 2019C 5,210,000 5,370,000
Bonds payable, Series 2017A 17,365,000 17,415,000
Note payable, Series 2017C Note 1,750,000 1,831,250
Bonds payable, Series 2016B 8,100,000 8,550,000
Pension settlement payable 28,000,000 -
108,564,242 84,110,491
Less: deferred financing costs (2,575,463) (2,766,085)
Less: discount (1,742,356) -
104,246,423 81,344,406
Less: current portion of long-term obligations (8,350,000) (3,546,250)
Long-term obligations, net $ 95 896 423 $ 77 798 156
ued tax-exempt Series 2019A Bonds in the amount of
4.44% with interest payments due on the first business day of each calendar month commencing April 1, 2019.
Beginning January 1, 2020, principal payments are due annually on the first business day of each year. The
Series 2019A OCDC Bonds are subject to optional, mandatory sinking fund, extraordinary and special
mandatory redemption prior to their final maturity on January 1, 2035.
17
8. LONG-TERM OBLIGATIONS (CONTINUED)
Series 2019C OCDC Bonds (taxable) issued in the amount of $5,485,000 are held by Siemens Financial
Services, Inc. and bear annual fixed interest at 6.26% with interest payments due on each January 1 and July
1 commencing July 1, 2019. Beginning January 1, 2020, principal payments are due annually on the first
business day of each year. The Series 2019C OCDC Bonds are subject to optional, mandatory sinking fund,
extraordinary and special mandatory redemption prior to their final maturity on January 1, 2027.
Series 2017A Tax-Exempt Revenue Refunding Bonds issued through Syracuse Local Development
e payable annually beginning January 1, 2020 maturing
January 1, 2033. The Series 2017A Bonds are held by Siemens Public, Inc. and bear an annual fixed interest
rate of 3.85%, payable semi-annually, commencing January 1, 2018.
The Hospital also entered into a note payable with

the year ended December 31, 2017. The funds from
the Series 2017C Note were used to repay the Hospital
2017C Note is payable monthly beginning February 1, 2018 maturing December 28, 2022 with interest
calculated at the LIBOR rate plus the applicable LIBOR rate margin for each LIBOR interest period. The
interest rate at December 31, 2021 and 2020 was 3.34% and 3.96%, respectively.
During 2016, SLDC issued Series 2016A Bonds in the amount of $12,800,000 payable in annual installments
beginning January 1, 2017 maturing January 1, 2042. The Series 2016A Bonds, held by Berkshire Bank, bear
annual fixed interest at a rate of 3.84%, payable monthly commencing on April 1, 2016. The bonds are subject
to mandatory tender on March 9, 2023.
The Series 2016B Bonds issued by SLDC in the amount of $9,820,000 are payable in annual installments
beginning January 1, 2017 maturing January 1, 2042. The Series 2016B Bonds, held by Key Government
rate of 4.37%, payable monthly commencing on April 1, 2016. The bonds are subject to mandatory tender on
February 1, 2023.
The Series 2016C Bonds issued by SLDC in the amount of $20,000,000 are payable in annual installments
beginning January 1, 2017 maturing January 1, 2042. The Series 2016C Bonds are held by KeyBank and
bear annual interest at a variable rate calculated as 67% multiplied by the sum of the LIBOR Flex Rate plus
2.75%, payable monthly commencing April 1, 2016. The annual interest rate at December 31, 2021 and 2020
was 2.27%. The bonds are subject to mandatory tender on March 9, 2027.
The Hospital's obligations at December 31, 2021 related to the 2019 OCDC Bonds, 2017A Bonds, 2017C
Note, and Series 2016 Bonds are secured pursuant to an amended and restated master trust indenture dated
September 1, 2003, that was subsequently amended and supplemented, between the Hospital and The Bank
mortgage and security agreements in favor of the Master Trustee from the Hospital.
As conditions of the above borrowings, the Hospital is subject to various covenants, including maintaining a
minimum debt service coverage ratio, maintaining a minimum required amount of days cash on hand,
obtaining approval of certain additional borrowings, restrictions on capital expenditures, and cross-default
provisions. The Hospital was in compliance with these financial covenant requirements as of December 31,
2021 and 2020.
On July 12, 2021, the Hospital entered an arrangement with the Pension Benefit Guaranty Corporation
n obligation in the amount of $30,000,000. In
accordance with the settlement agreement, the Hospital was required to make an initial payment of $750,000
within 10 days of the effective date and 117 fixed monthly payments of $250,000 beginning August 15, 2021
and maturing May 15, 2031. Terms of the settlement allow the Hospital to elect to defer any installment,
except for the final installment, and such deferrals are due on the maturity date. At no time may the Hospital
have more than nine cumulative deferrals outstanding, totaling a maximum of $2,250,000. As of December
31, 2021, the Hospital has no deferrals.
18
The Hospital discounted the liability at a rate of 1.38%. The discount is amortized into the consolidated
statements of operations and changes in net assets as interest expense through the maturity date of the
obligation. The System recognized interest expense of $154,763 associated with the discount during the year
ended December 31, 2021.
Future minimum payments under all long-term obligations are as follows as of December 31, 2021:
Long-Term Note Pension

Debt Payable Settlement Total
2022 $ 3,600,000 $ 1,750,000 $ 3,000,000 $ 8,350,000
2023 3,760,000 - 3,000,000 6,760,000
2024 3,930,000 - 3,000,000 6,930,000
2025 3,555,000 - 3,000,000 6,555,000
2026 3,715,000 - 3,000,000 6,715,000
Thereafter 60,254,242 - 13,000,000 73,254,242
78,814,242 1,750,000 28,000,000 108,564,242
Deferred financing costs (2,555,088) (20,375) - (2,575,463)
Discount - - (1,742,356) (1,742,356)
Long-term obligations $ 76,259,154 $ 1,729,625 $ 26,257,644 $ 104,246,423
9. EMPLOYEE BENEFITS
On July 2, 2020, the Hospital filed a distress termination application with the PBGC. On December 30, 2020,
Crouse and PBGC entered into an Agreement for Appointment of Trustee and Termination of the Plan
inated; (ii) September 7, 2020, was established as
ppointed statutory trustee of the Plan.
Effective July 12, 2021, the Hospital settled its pension obligation with PBGC resulting in pension settlement
gain of $80,611,723 in the consolidated statements of operations and changes in net assets for the year ended
December 31, 2021. The Hospital was required to fund and maintain an escrow account in the amount of
$4,500,000. In the event of repayment default with the terms of the settlement agreement, see Note 8, PBGC
may direct the escrow agent to disburse up to $2,500,000. If a distribution from the account occurs, the
Hospital is required to replenish the escrow account within 30 days. As of December 31, 2021, the balance of
the escrow account is $4,500,000 and included in the consolidated balance sheet as an asset limited as to
use.
In 2005, the Hospital started a defined contribution plan covering all nonunion employees. This plan consists
of the employee deferral, a Hospital match and allocation of annual discretionary contribution. The Hospital
match is 25% of each $1 that the employee contributes up to the first 6% of their salary. The annual profit
sharing is based on years of service and ranges from 1% for a new hire to 4% for an employee with greater
than 20 years of service.
For the years ended December 31, 2021 and 2020, the Hospital contributed approximately $1,277,000 and
$1,149,000, respectively, in discretionary contributions. The employer matching contributions for the plan were
approximately $759,000 and $653,000 for the years ended December 31, 2021 and 2020, respectively.
Effective January 1, 2017, a new 401(k) Defined Contribution Plan was established to provide for an annual
Hospital contribution for bargaining unit employees equal to 3.5% of compensation. As of December 31, 2021
and 2020 contributions approximated $3,434,000 and $3,332,000, respectively.
19
9. EMPLOYEE BENEFITS (CONTINUED)
In addition, the Hospital sponsors a plan that provides postretirement medical benefits and term life insurance.
st of medical and life insurance benefits as incurred. The medical benefit
is provided to all employees. Eligibility for participation in medical benefits is age 62 and 20 years of service
unless as of July 1, 2016, an employee met age 55 and 15 years of service which results in eligibility at age 60
and 20 years of service. The amount of the benefit equals a percentage of the premium based on union/non-
union affiliation. The life insurance benefit of $3,500 is available to all retirees at age 55 and 20 years of
service. Employees retiring after June 1, 2019, are not eligible for life insurance benefits.
unded status and amounts reco

consolidated balance sheets for the years ended December 31, 2021 and 2020 are as follows (using a
measurement date of December 31):
2021 2020
Postretirement Pension Postretirement
Benefits Benefits Benefits
Change in benefit obligations:
Benefit obligation at beginning of year $ 10,490,527 $ 317,912,547 $ 10,880,630
Service cost 319,242 - 398,217
Interest cost 250,645 12,648,415 373,643
Actuarial loss (gain) (3,385,707) 31,494,100 (1,041,788)

Benefits paid (543,300) (17,293,979) (306,602)
Benefit obligation at end of year $ 7,290,838 $ 344,761,083 $ 10,490,527
2021 2020
Change in plan assets:
Fair value of plan assets at
beginning of year $ - $ 213,974,686 $ -
Actual return on plan assets - 36,929,628 -
Employer contribution 383,869 2,411,144 120,175
Benefits paid (543,300) (17,293,979) (306,602)
Fair value of plan assets at end of year $ - $ 236,021,479 $ -
Funded status $ (7,290,838) $ (108,739,604) $ (10,490,527)
Amounts recognized in the consolidated balance sheets, including net assets without donor restrictions,
consist of:
2021 2020
Current liabilities $ (564,039) $ - $ (741,153)

Noncurrent liabilities (6,726,799) (108,739,604) (9,749,374)
Net assets without
donor restrictions (742,898) - (1,008,289)
20
2021 2020
Components of net periodic
benefit costs for the year ended:
Service cost $ 319,242 $ - $ 398,217
Interest cost 250,645 12,648,415 373,643
Expected return on plan assets - (14,396,194) -
Amortization of prior service credit (265,391) - (265,391)
Recognition of net (gain) /loss (3,385,707) 13,670,729 (5,751,851)
Net periodic benefit cost $ (3,081,211) $ 11,922,950 $ (5,245,382)
2021 2020
Weighted average assumptions
to determine benefit
obligations:
Discount rate 3.88% 3.31% 3.46%
Salary increases N/A N/A N/A
Expected return on plan assets N/A 7.00% N/A

to determine net periodic
benefit cost:
Discount rate 3.46% 4.11% 4.09%
The weighted average annual assumed rate of increase in the per capita cost of covered benefits (the
healthcare trend rate) used to determine the amount recorded for postretirement benefits was 7.00% for the
pre-65 medical and prescription drug costs, respectively, for 2021 and are assumed to decrease gradually to
3.78% by the year 2075 and remain at that level thereafter.
The Hospital expects to contribute $564,039 to its postretirement plan in 2022,

for the 2022 plan year. The Hospital contributed $383,869 to its postretirement plan in 2021, for the 2021 plan
year.
Expected Components of Net Periodic Benefit Cost to be Amortized in 2021: In 2021, for the
postretirement plan, $265,391 of net prior service credit and $3,385,407 in net gain is estimated to be
amortized into net assets without donor restrictions.
Benefit Payments: At December 31, 2021, the aggregated future estimated benefit payments, which reflect
future service, are as follows:
Postretirement
Benefits
2022 $ 564,039
2022 $ 570,003
2023 $ 509,152
2024 $ 476,642
2026 $ 552,315
Years 2027 - 2031 $ 2,571,457
21
10. COMMITMENTS AND CONTINGENCIES
Operating Leases: The System leases various space and equipment for which rental expense was
approximately $9,908,000 and $8,851,000 for the years ended December 31, 2021 and 2020, respectively.
At December 31, 2021, aggregate future minimum lease payments under real estate rental and equipment
operating leases are as follows:
Rental
Agreements
2022 $ 8,336,775
2022 5,491,407
2023 3,694,729
2024 2,582,518
2026 2,144,088
Years 2027 - 2031 3,763,565
Total minimum lease payments $ 26,013,082
The Hospital is and has been self-insured for professional and

general liability programs for the period subsequent to February 21, 2001 for up to $2,000,000 per claim and
$6,000,000 in annual aggregate and has claims-made coverage in excess of the self-insured amounts with
limits of $10,000,000 per claim and $10,000,000 in aggregate. Effective July 1, 2021, the Hospital has a per
claim and aggregate buffer of $1,000,000.
The Hospital provides for professional and general liability losses based on the actuarially determined present
value of liabilities resulting from asserted and unasserted incidents. Liabilities for asserted and unasserted
claims under the professional and general liability programs were discounted by 1.28% and 1.42% and
amounted to $11,423,000 and $10,992,000 at December 31, 2021 and 2020, respectively.
The Hospital is and has been self-insured for workers

compensation claims for up to $600,000 per occurrence during the years ended December 31, 2021 and 2020.
The Hospital provides for workers compensation losses based on the actuarially determined present value of
liabilities resulting from asserted and unasserted incidents. Liabilities for asserted and unasserted claims
under the workers compensation program through July 6, 2001 and subsequent to August 31, 2002 were
discounted by 1.69% and 1.76%, annually, and amounted to $9,125,000 and $8,272,000 at December 31,
2021 and 2020, respectively.
In 2012, the Hospital adopted the principles of insurance claim and recovery accounting for workers
compensation claims. This requires liability claims and anticipated insurance recoveries to be reported on a
gross basis versus the previous practice of netting the recoveries against liability claims. The insurance claims
was approximately $1,670,000 and $1,250,000 as of
December 31, 2021 and 2020, along with corresponding increase to the accrued workers compensation. This
amount was determined to be non-current based on the projected future payments on workers compensation
liability claims as determined by the actuaries.
The Hospital is self-insured for its risk of loss related to costs to insure
its employee health benefits coverage. Liabilities for asserted and unasserted claims approximated $822,000
at December 31, 2021 and 2020.
Litigation: Although the Hospital is party to certain claims and litigation, in the opinion of management, the
final outcome of these are not reasonably expected to have a material adverse effect on its financial position or
results of operations.
22
10. COMMITMENTS AND CONTINGENCIES (CONTINUED)
Industry: The healthcare industry is subject to numerous laws and regulations of federal, state and local
governments. Compliance with these laws and regulations is subject to future government review and
interpretation as well as regulatory actions unknown or unasserted at this time. Recently, government activity
has increased with respect to investigations and allegations concerning possible violations by healthcare
providers of fraud and abuse statutes and regulations, which could result in the imposition of significant fines
and penalties as well as significant repayments for patient services previously billed. Compliance with such
laws and regulations are subject to future government review and interpretations as well as potential regulatory
actions. In the opinion of management, such laws and regulations are not expected to have a material
adverse effect on its financial position or results of operations.
11. NET ASSETS WITH DONOR RESTRICTIONS
The System's net assets with donor restrictions relate to the System's interest in the Foundation's net assets
without donor restrictions and with donor restrictions subject to expenditure for specific purpose. The net
assets without donor restrictions of the Foundation are listed as net assets with donor restriction on the
System's consolidated financial statements as they have not yet been appropriated for expenditure and
therefore have an implicit time restriction. The following net assets are considered net assets with donor
restrictions and are held for the following purposes for the years ended December 31:
2021 2020
Net assets without donor restrictions of the Foundation $ 10,376,522 $ 9,495,630
Net assets with donor restrictions of the Foundation

subject to expenditure for specific purpose:
Education and scholarships 1,186,811 1,168,209
Construction and renovation 1,807,992 1,109,775
Patient care 741,200 581,721
Equipment acquisition 398,132 357,487
Kienzle Family Maternity Center 69,661 53,390
Other purposes 8,421,941 7,833,317
12,625,737 11,103,899
$ 23,002,259 $ 20,599,529
The following net assets with donor restrictions relate to

trust by others that are to be held in perpetuity for the following purposes for the years ended December 31:
2021 2020
Jabez Abell Trust $ 1,724,968 $ 1,608,537

subject to Foundation spending policy and appropriation:
Kienzle Family Maternity Center 1,589,746 1,555,041
Education scholarships 2,318,768 2,221,160
Equipment acquisitions 1,936,559 1,792,072
Surgical center 1,022,318 1,000,000
Other purposes 6,096,846 5,341,682
12,964,237 11,909,955
$ 14,689,205 $ 13,518,492
23
11. NET ASSETS WITH DONOR RESTRICTIONS (CONTINUED)
Net assets with donor restrictions subject to expenditure for specific purpose are those funds whose use has
been limited by donors to a specific time period and/or purpose. Net assets with donor restrictions subject to
expenditure for specific purpose are available for the funding of healthcare services and capital acquisitions.
Net assets with donor restrictions subject to Foundation spending policy and appropriation have been
restricted by donors to be held in perpetuity and the income is expendable to support various healthcare
services. Resources arising from the results of operations or assets set aside by the Board of Trustees are not
considered to be donor restricted.
The System has interpreted the New York State Prudent Management of Instituti
as requiring the preservation of the fair value of the original gift as of the gift date of the donor-restricted
endowment funds, absent explicit donor stipulation to the contrary. As a result of this interpretation, the
System classifies as net assets with donor restrictions subject to Foundation spending policy and appropriation
(a) the original value of the gifts donated to the permanent endowment, and (b) the original value of
subsequent gifts to the permanent endowment. The remaining portion of the donor-restricted endowment fund
that is not classified in net assets with donor restrictions subject to Foundation spending policy and appropriation
is classified as net assets with donor restrictions subject to expenditure for specific purpose until those amounts
are appropriated for expenditure by the System in a manner consistent with the standard of prudence
prescribed by the State.
To satisfy its long-term rate-of-return objectives, the System, through the Foundation, relies on a total return
strategy in which investment returns are achieved through both capital appreciation (realized and unrealized)
and current yield (interest and dividends). The System, through the Foundation, targets a diversified asset
allocation to maintain a minimum average annual real total return, net of all investment management fees, of
5%, as measured over rolling ten-year periods. Real total return is defined as the sum of capital appreciation
(or loss) and current income (interest and dividends) adjusted for inflation as measured by the CPI-U index.
All earnings on net assets with donor restrictions for which there is no donor restriction pertaining to their use
are recorded as net assets with donor restrictions subject to expenditure for specific purpose until such time as
the funds are expended or appropriated for expendi
Changes in the Foundation's endowment composition by type of fund as of December 31:
Without Donor With Donor

Restrictions Restrictions Total
Endowment net assets, January 1, 2020 $ 10,557,618 $ 19,359,282 $ 29,916,900

Investment return:
Interest and dividends 300,480 422,390 722,870
Net appreciation (realized and unrealized) 1,158,784 1,819,638 2,978,422
Total investment income 1,459,264 2,242,028 3,701,292
Contributions 241,186 77,299 318,485

Appropriation of endowment assets for expenditure (60,029) (665,910) (725,939)
Endowment net assets, December 31, 2020 $ 12,198,039 $ 21,012,699 $ 33,210,738

Investment return:
Interest and dividends - 697,676 697,676
Net appreciation (realized and unrealized) 619,267 926,910 1,546,177
Total investment income 619,267 1,624,586 2,243,853
Contributions - 984,073 984,073

24
12. FUNCTIONAL EXPENSES
Consistent with US GAAP the System provides an analysis of expenses by both natural and functional
classification. Natural expenses are defined by their nature such as salaries, rent, supplies, etc. Functional
expenses are classified by the type of activity for which expenses were incurred, for example, management
and general and direct program costs. Expenses were allocated by function using a reasonable and consistent
approach that was primarily based on the percentage of staffing costs directly attributable by function.
The table below presents by both their nature and their function for the year ended December 31, 2021:
Healthcare Management
Services and General Total
Salaries and wages $ 227,278,079 $ 14,064,104 $ 241,342,183

Employee benefits 44,756,725 12,145,519 56,902,244
Professional and physician fees 17,450,413 2,133,195 19,583,608
Medical supplies and pharmaceuticals 92,051,026 - 92,051,026
Purchased services 38,517,124 3,634,413 42,151,537
Depreciation 11,573,568 7,214,532 18,788,100
Interest expense 3,823,842 - 3,823,842
Insurance 2,747,643 4,284,801 7,032,444
Repairs and maintenance 6,777,458 2,594,091 9,371,549
Utilities 3,430,867 1,017,455 4,448,322
Other expenses 27,665,824 15,065,321 42,731,145
Cash receipts assessment tax 2,124,145 - 2,124,145
$ 478,196,714 $ 62,153,431 $ 540,350,145

Depreciation 11,910,375 7,474,752 19,385,127
Insurance 2,661,801 4,414,890 7,076,691
Utilities 3,440,505 1,029,215 4,469,720
Other expenses 21,228,809 11,423,672 32,652,481
$ 423,750,552 $ 57,588,359 $ 481,338,911
25
INDEPENDENT AUDITOR'S REPORT ON SUPPLEMENTAL INFORMATION
To Board of Directors of
31, 2021 and 2020 and our report thereon, which
contains an unmodified opinion on those consolidated financial statement. See page 1. Our audits were
conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The
consolidating balance sheets, consolidating statements of operations and changes in net assets and the
Disclosure of Charity Care for the years ended December 31, 2021 and 2020 are presented for purposes of
additional analysis and are not a required part of the consolidated financial statements. The information,
except for that portion marked "unaudited," has been subjected to the auditing procedures applied in the audits
of the consolidated financial statements and certain additional procedures, including comparing and
reconciling such information directly to the underlying accounting and other records used to prepare the
consolidated financial statements or to the consolidated financial statements themselves, and other additional
procedures in accordance with auditing standards generally accepted in the United States of America. The
the auditing procedures applied in the audit of the
basic consolidated financial statements, and accordingly, we do not express an opinion or provide any
assurance on it. In our opinion, except for that portion
material respects in relation to the consolidated financial statements as a whole.
Buffalo, New York

May 13, 2022
26
CONSOLIDATING BALANCE SHEET
December 31, 2021
Crouse 2021
ASSETS CHS Hospital PLLC Eliminations Consolidated
Current assets:
Cash and cash equivalents $ 44 $ 41,279,965 $ 1,195,800 $ - $ 42,475,809
Patient accounts receivable - 50,245,296 2,981,600 - 53,226,896
Inventories - 10,617,489 175,343 - 10,792,832
Prepaid expenses and other current assets - 8,500,407 1,144,957 - 9,645,364
Investments - 15,834,373 - - 15,834,373
Current portion of assets limited as to use - 5,303,805 - - 5,303,805
Due from affiliates 178,810 - - (178,810) -
Total current assets 178,854 131,781,335 5,497,700 (178,810) 137,279,079
Noncurrent assets:
Assets limited as to use - 16,690,944 - - 16,690,944
Funds held in trust by others - 1,724,968 - - 1,724,968
Property and equipment, net 1,747,650 114,303,275 748,772 - 116,799,697
Interest in net assets of Crouse Health Foundation, Inc. - 35,966,496 - - 35,966,496
Other long-term assets - 1,176,538 - - 1,176,538
Total assets $ 1,926,504 $ 301,643,556 $ 6,246,472 $ (178,810) $ 309,637,722
27
CONSOLIDATING BALANCE SHEET (CONTINUED)
December 31, 2021
Crouse 2021
LIABILITIES AND NET ASSETS CHS Hospital PLLC Eliminations Consolidated
Current portion of long-term obligations $ - $ 8,350,000 $ - $ - $ 8,350,000
Accrued interest payable - 348,632 - - 348,632
Accounts payable and accrued expenses - 48,933,114 3,178,681 - 52,111,795
Accrued vacation payable - 6,160,450 - - 6,160,450
Accrued salaries and wages payable - 13,453,917 2,603,480 - 16,057,397
Current portion of liabilities to third-party payors - 23,390,169 - - 23,390,169
Current portion of estimated self-insurance costs - 5,871,996 - - 5,871,996
Current portion of accrued postretirement liability - 564,039 - - 564,039
Due to affiliates - 178,810 - (178,810) -
Total current liabilities - 107,251,127 5,782,161 (178,810) 112,854,478
Long-term obligations, net - 95,896,423 - - 95,896,423
Third-party payors, net - 5,070,723 167,288 - 5,238,011
Estimated self-insurance cost, net - 15,497,687 - - 15,497,687
Asset retirement obligation - 3,067,566 - - 3,067,566
Accrued postretirement liability, net - 6,726,799 - - 6,726,799
Other liabilities - 253,805 135,090 - 388,895
Total liabilities - 233,764,130 6,084,539 (178,810) 239,669,859
Net assets:
Without donor restrictions 1,926,504 30,187,962 161,933 - 32,276,399
With donor restrictions - 37,691,464 - - 37,691,464
Total net assets 1,926,504 67,879,426 161,933 - 69,967,863
Total liabilities and net assets $ 1,926,504 $ 301,643,556 $ 6,246,472 $ (178,810) $ 309,637,722
28
CONSOLIDATING STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS
For the Year Ended December 31, 2021
Crouse 2021
CHS Hospital PLLC Eliminations Consolidated
Operating revenues:
Net patient service revenue $ - $ 438,319,508 $ 36,293,655 $ - $ 474,613,163
Other operating revenue - 29,701,409 3,192,644 (562,865) 32,331,188
Total operating revenues - 468,020,917 39,486,299 (562,865) 506,944,351
Operating expenses:
Salaries and wages - 204,594,376 36,747,807 - 241,342,183
Employee benefits - 50,734,902 6,167,342 - 56,902,244
Professional and physician fees - 19,207,501 376,107 - 19,583,608
Medical supplies and pharmaceuticals - 90,179,567 1,871,459 - 92,051,026
Purchased services - 31,467,004 11,231,194 (546,661) 42,151,537
Depreciation - 18,479,359 308,741 - 18,788,100
Interest expense - 3,823,842 - - 3,823,842
Insurance - 4,947,163 2,085,281 - 7,032,444
Repairs and maintenance - 8,858,221 513,328 - 9,371,549
Utilities - 4,317,675 130,647 - 4,448,322
Other expenses 250 36,832,123 5,914,976 (16,204) 42,731,145
Cash receipts assessment tax - 2,124,145 - - 2,124,145
Total operating expenses 250 475,565,878 65,346,882 (562,865) 540,350,145
Loss from operations (250) (7,544,961) (25,860,583) - (33,405,794)
Net gain from equity investments - 48,391 - - 48,391
Other components of net periodic pension cost - 3,400,453 - - 3,400,453
Gain (loss) on sale long-lived assets (351,546) 28,642,719 - - 28,291,173
Pension settlement - 80,611,723 - - 80,611,723
Other income - 72,000 - - 72,000
Total nonoperating revenues (expenses),net (351,546) 112,775,286 - - 112,423,740
Excess (deficiency) of revenues over expenses (351,796) 105,230,325 (25,860,583) - 79,017,946
Contributions for property acquisitions - 6,303,060 - - 6,303,060

Equity transfer - (25,576,117) 25,576,117 -
Pension and postre irement changes other than net periodic costs - (265,391) - - (265,391)
Grant revenue - 5,439,689 - - 5,439,689
Increase (decrease) in net assets without donor restrictions (351,796) 91,131,566 (284,466) - 90,495,304

Increase in interest in net assets of Crouse Health Foundation, Inc. - 3,457,012 - - 3,457,012
Change in funds held in trust for others - 116,431 - - 116,431
Increase in net assets with donor restrictions - 3,573,443 - - 3,573,443
Increase (decrease) in net assets (351,796) 94,705,009 (284,466) - 94,068,747
Net assets (deficit) - beginning of year 2,278,300 (26,825,583) 446,399 - (24,100,884)
Net assets - end of year $ 1,926,504 $ 67,879,426 $ 161,933 $ - $ 69,967,863
29
December 31, 2020
Crouse 2020
Current assets:
Inventories - 12,359,541 184,927 - 12,544,468
Investments - 10,042,662 - - 10,042,662
Noncurrent assets:
Other long-term assets - 807,224 1,085,000 - 1,892,224
Total assets $ 2,278,300 $ 301,906,146 $ 7,737,240 $ (179,060) $ 311,742,626
30
December 31, 2020
As Restated
Crouse 2020
Third-party payors, net - 18,886,819 1,400,000 - 20,286,819
Accrued pension liability - 108,739,604 - - 108,739,604
Other liabilities - 4,153,563 593,485 - 4,747,048

Without donor restrictions 2,278,300 (60,943,604) 446,399 - (58,218,905)
Total net assets (deficit) 2,278,300 (26,825,583) 446,399 - (24,100,884)
Total liabilities and net assets (deficit) $ 2,278,300 $ 301,906,146 $ 7,737,240 $ (179,060) $ 311,742,626
31
As Restated
Crouse 2020
Operating revenues:
Operating expenses:
Depreciation - 18,764,968 620,159 - 19,385,127
Insurance - 5,013,369 2,063,322 - 7,076,691
Utilities - 4,373,711 96,009 - 4,469,720
Other expenses - 27,633,966 5,035,465 (16,950) 32,652,481
Total operating expenses - 422,986,854 58,893,263 (541,206) 481,338,911
Income (loss) from operations - 12,040,530 (23,691,089) - (11,650,559)

Net loss from equity investments - (2,573,560) - - (2,573,560)
Other components of net periodic pension cost - (6,279,351) - - (6,279,351)
Gain on sale of assets - 49,174 - - 49,174
Other income - 72,000 - - 72,000
Total nonoperating expenses, net - (8,731,737) - - (8,731,737)
Excess (deficiency) of revenues over expenses - 3,308,793 (23,691,089) - (20,382,296)
Equity transfer - (20,786,093) 20,786,093 - -
Pension and postretirement changes other than net periodic costs - (265,391) - - (265,391)
Other - 4,337,847 - - 4,337,847
Decrease in net assets without donor restrictions - (10,302,234) (2,904,996) - (13,207,230)

Decrease in net assets - (9,088,559) (2,904,996) - (11,993,555)
Net assets (deficit) - beginning of year 2,278,300 (17,737,024) 3,351,395 - (12,107,329)

Net assets (deficit) - end of year $ 2,278,300 $ (26,825,583) $ 446,399 $ - $ (24,100,884)
32
DISCLOSURE OF CHARITY CARE (UNAUDITED)
Charity Care
mated $1,428,730 and $907,425 arose during the years

ended December 31, 2021 and 2020, respectively, from providing services to charity patients. The estimated
costs of providing charity services are based on a calculation which applies a ratio of costs to charges to the
gross uncompensated charges associated with providing care to charity patients. The ratio of cost to charges
total expenses (less provision for uncollectible accounts) divided by gross
patient service revenue.
33
ATTACHMENT C
Crouse Health Hospital
Annual Utilization Occupancy Rates (Question 6)
Utilization by Payor Source (Question 12)

ATTACHMENT D
University Hospital
Utilization by Payor Source

ATTACHMENT E
Crouse Health Hospital
2022 Internal Financial Statements

CROUSE HEALTH SYSTEM
CONSOLIDATED INCOME AND EXPENSE STATEMENT
Year to Date April 30, 2022
CHH CHS CMP Eliminations Total

OPERATING REVENUE
Net Inpatient Revenue 111,194,984 - - - 111,194,984
Net Outpatient Revenue 58,286,800 - 12,278,274 - 70,565,074
Net Patient Revenue 169,481,783 - 12,278,274 - 181,760,057
Provision for Bad Debts (1,988,955) - (179,323) - (2,168,278)

Charity Care Adjustments (1,063,289) - - - (1,063,289)
Total Bad Debt & Charity Care (3,052,244) - (179,323) - (3,231,567)
Total Patient Revenue 166,429,540 - 12,098,951 - 178,528,491
Other Operating Income 6,304,184 - 2,389,105 (231,237) 8,462,052

Total Operating Revenue 172,733,723 - 14,488,056 (231,237) 186,990,542
OPERATING EXPENSES
Salaries & Wages 67,925,749 - 12,424,011 - 80,349,760
Employee Benefits 18,049,975 - 2,351,491 - 20,401,466
Physician Fees 5,435,309 - 66,668 - 5,501,977
Professional Fees 675,111 - 40,565 - 715,676
Medical/Surgical Supplies 24,717,411 - 610,761 - 25,328,172
Drugs 5,390,381 - - - 5,390,381
Rent 2,256,370 - 1,076,811 (6,183) 3,326,998
Insurance 1,534,264 - 769,554 - 2,303,818
Purchased Services 11,458,871 - 3,629,470 (225,053) 14,863,288
Cash Receipts Assessment Tax 668,108 - - - 668,108
Other Expenses 22,831,674 - 823,183 - 23,654,857
Total Operating Expenses 160,943,223 - 21,792,514 (231,237) 182,504,501
Earnings Before Interest, Depreciation,

& Amortization (EBIDA) 11,790,500 - (7,304,458) - 4,486,042
Depreciation (6,322,590) - (97,964) - (6,420,554)

Interest (1,378,965) - - - (1,378,965)
Investment Income (Loss) 36,000 - - - 36,000
Unrealized Gain (Loss) (1,974,256) - - - (1,974,256)
Gain (Loss) Disposal - - - - -
Gain (Loss) - Equity Investments 15,000 - - - 15,000
Pension Settlement - - - -
Settlements - - - -
Hospital Gain or (Deficit) 2,165,688 - (7,402,422) - (5,236,734)
6/1/2022 9:26 AM
ATTACHMENT F
University Hospital
2021 Audited Financial Statements
2022 Internal Financial Statements

Financial Statements and
Required Supplementary Information
Table of Contents
Page
Independent Auditor’s Report 1-3
Management’s Discussion and Analysis (Unaudited) 4 - 20
Balance Sheets 21
Statements of Revenues, Expenses and Changes in Net Position 22
Statements of Cash Flows 23 - 24
Notes to Financial Statements 25 - 56
Required Supplementary Information (Unaudited) 57 - 61

INDEPENDENT AUDITOR’S REPORT
To the Audit Committee

State University of New York:
Opinion
We have audited the accompanying financial statements of University Hospital (the Hospital), a
department of Upstate Medical University Campus (the UMU) of the State University of New
York (SUNY), as of and for the years ended December 31, 2021 and 2020, and the related notes
to the financial statements, as listed in the table of contents.
In our opinion, the financial statements referred to above present fairly, in all material respects,
the financial position of the Hospital as of December 31, 2021 and 2020, and the changes in its
financial position and its cash flows for the years then ended in accordance with accounting
principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United
States of America (GAAS). Our responsibilities under those standards are further described in the
Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are
required to be independent of the Hospital and to meet our other ethical responsibilities in
accordance with the relevant ethical requirements relating to our audits. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Emphasis of Matter
As discussed in note 1, the financial statements of the Hospital are intended to present the financial
position, changes in financial position, and cash flows of only that portion of the financial reporting
entity of SUNY or UMU that is attributable to the transactions of the Hospital. They do not purport
to, and do not, present fairly the financial position of SUNY or UMU as of December 31, 2021
and 2020, the changes in its financial position, or its cash flows for the years then ended in
accordance with accounting principles generally accepted in the United States of America. Our
opinion is not modified with respect to this matter.
1 (Continued)

The Audit Committee
Page 2 of 3
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in
accordance with accounting principles generally accepted in the United States of America, and for
the design, implementation and maintenance of internal control relevant to the preparation and fair
presentation of financial statements that are free from material misstatement, whether due to fraud
or error.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute
assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will
always detect a material misstatement when it exists. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Misstatements are considered material if there is a substantial likelihood that, individually or in
the aggregate, they would influence the judgment made by a reasonable user based on the financial
statements.
 Exercise professional judgment and maintain professional skepticism throughout the audit.
 Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, and design and perform audit procedures responsive to those risks.
Such procedures include examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements.
 Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Hospital's internal control. Accordingly, no such
opinion is expressed.
 Evaluate the appropriateness of accounting policies used and the reasonableness of
significant accounting estimates made by management, as well as evaluate the overall
presentation of the financial statements.
We are required to communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit, significant audit findings, and certain internal
control-related matters that we identified during the audit.
2 (Continued)
The Audit Committee
Page 3 of 3
Accounting principles generally accepted in the United States of America require that the
management’s discussion and analysis and required supplementary information as listed in the
accompanying table of contents be presented to supplement the basic financial statements. Such
information is the responsibility of management and, although not a part of the basic financial
statements, is required by the Governmental Accounting Standards Board, who considers it to be
an essential part of financial reporting for placing the basic financial statements in an appropriate
operational, economic or historical context. We have applied certain limited procedures to the
required supplementary information in accordance with GAAS, which consisted of inquiries of
management about the methods of preparing the information and comparing the information for
consistency with management's responses to our inquiries, the basic financial statements, and other
knowledge we obtained during our audit of the basic financial statements. We do not express an
opinion or provide any assurance on the information because the limited procedures do not provide
us with sufficient evidence to express an opinion or provide any assurance.
May 31, 2022
3
Management’s Discussion and Analysis
(Unaudited)
Our discussion and analysis of University Hospital of the State University of New York Upstate
Medical University’s (Hospital) financial performance provides an overview of the financial
activities as of and for the year ended December 31, 2021 with comparative information as of and
for the years ended December 31, 2020 and 2019. This discussion and analysis have been prepared
by management and should be read in conjunction with the Hospital’s audited financial statements
and related notes thereto, which follow this section.
COVID-19
On January 30, 2020, the World Health Organization (“WHO”) announced a global health
emergency because of a new strain of the coronavirus (the “COVID-19 outbreak”) and the risks to
the international community. In March 2020, the WHO classified the COVID-19 outbreak as a
pandemic, based on the rapid increase in exposure globally. On March 7, 2020, the Governor of
New York issued Executive Order Number 202, declaring a State disaster emergency.
On March 23, 2020, the New York State Department of Health issued a Facility Directive requiring
all hospitals in New York State to submit a COVID-19 Plan to increase bed capacity by 50% to
100%, cancel all elective surgeries and non-urgent procedures and to reschedule unnecessary
appointments, effective March 25, 2020. This ban on elective and urgent procedures was lifted in
late April 2020 and the Hospital began resuming elective surgeries and non-urgent procedures in
mid-May 2020 however, the increased bed capacity requirement remained in place throughout
2021.
Patient volumes and the related revenues for most of the Hospital’s services were significantly
impacted in 2020 and 2021 as various policies were implemented by Federal, State and Local
governments in response to the ongoing COVID-19 pandemic. These policies caused many people
to remain at home and forced the closure of certain businesses, as well as suspended elective
surgical and outpatient procedures by health care facilities. As these restrictions were gradually
lifted, patient volumes and revenues improved throughout the year, but not to pre-pandemic levels.
Additional surges in late 2020 related to the Delta variant and to the Omicron variant in early 2021
continued to substantively impact patient volume and revenues throughout 2020 and 2021.
In March 2020, the federal government passed the Coronavirus Aid, Relief and Economic Security
Act (CARES Act). The CARES Act established a $175 billion Provider Relief Fund (PRF) to
assist hospitals and other health care providers with their COVID-19 response by reimbursing
providers for lost revenues associated with the reduced patient volumes and increased operating
expenses they experienced due to COVID-19. The Hospital recognized $120.4 million and $19.1
million in general and targeted PRF revenue in 2020 and 2021, respectively, recorded as
coronavirus relief assistance in the statement of revenues, expenses and changes in net position.
4 (Continued)
(Unaudited)
COVID-19, Continued
The CARES Act also expanded the Centers for Medicare & Medicaid Services (CMS) Accelerated
and Advance Payment Program to a broader group of Medicare Part A providers and Part B
suppliers. In 2020, the Hospital requested and received an advance of approximately $80.3 million
through the Accelerated and Advance Payment Program. CMS began recouping the advance over
an eighteen-month period beginning in April 2021 through the Hospital’s Medicare claim
payments. Approximately $37.5 million of the advance was repaid in 2021.
The CARES Act furthermore allowed the Hospital to defer the employer’s share of social security
payroll taxes between March 27, 2020 and December 31, 2020. The social security employer tax
deferral for the Hospital totaled approximately $17.5. Approximately $8.7 million of the deferred
amounts were repaid in November 2021 with the remaining balance due by December 31, 2022.
Financial Summary
Financial Highlights (In millions)
2021 2020 2019
Current assets $ 606.0 $ (49.6) $ 655.6 $ 168.6 $ 487.0 $ 77.9
Long-term assets and deferred
outflows of resources $ 1,016.2 $ 128.8 $ 887.4 $ 170.3 $ 717.1 $ 60.1
Current liabilities $ 352.7 $ 7.9 $ 344.8 $ 67.5 $ 277.3 $ 33.0
Long-term liabilities and
deferred inflows of
resources $ 873.7 $ (29.0) $ 902.7 $ 257.1 $ 645.6 $ 43.3
Net position $ 395.8 $ 100.3 $ 295.5 $ 14.3 $ 281.2 $ 61.8
Net patient service revenue $ 998.6 $ 84.3 $ 914.3 $ (4.1) $ 918.4 $ 52.6
DSH revenue $ 232.6 $ 48.1 $ 184.5 $ (12.9) $ 197.4 $ 42.4
Other operating revenue $ 204.1 $ 23.3 $ 180.8 $ 46.5 $ 134.3 $ 29.3
Operating expenses $ 1,377.0 $ (38.2) $ 1,415.2 $ 201.5 $ 1,213.7 $ 107.4
Non-operating revenue, net $ 1.3 $ (133.8) $ 135.1 $ 119.3 $ 15.8 $ (20.9)
Excess (deficiency) of
revenues over expenses $ 59.6 $ 60.1 $ (0.5) $ (52.7) $ 52.2 $ (4.0)
5 (Continued)

(Unaudited)
Statistical Summary
Statistical Highlights
2021 2020 2019
Admissions 33,824 1,314 32,510 (3,413) 35,923 1,151
Discharges 33,803 1,294 32,509 (3,354) 35,863 1,161
Observation cases 5,098 (579) 5,677 (57) 5,734 (263)
Patient days 194,340 13,191 181,149 (11,179) 192,328 2,386
Avg length of stay 6.1 0.4 5.7 - 5.7 (0.1)
Avg daily census 532 37 495 (32) 527 7
Full-time equivalent employees 6,805 77 6,728 166 6,562 280
FTEs per AOB 7.1 (0.6) 7.7 0.6 7.1 0.1
OR cases 19,487 1,300 18,187 (3,931) 22,118 185
Clinic visits 442,174 66,956 375,218 (31,458) 406,676 23,011
ER visits 97,793 5,767 92,026 (13,661) 105,687 3,672
Referred ambulatory visits 539,493 209,585 329,908 (19,192) 349,100 28,017
Overview of Financial Statements
The Hospital is a department of the State University of New York Upstate Medical University
(UMU). These financial statements are intended to present the financial position, changes in
financial position and cash flows for the Hospital only. They do not purport to present fairly the
financial position of UMU as a whole. The Hospital has recorded in the accompanying financial
statements those assets, liabilities, deferred outflows and inflows of resources, revenues and
expenses which it believes reflect its financial position and results of operations. This annual
report consists of a series of financial statements, a Balance Sheet, a Statement of Revenues,
Expenses and Changes in Net Position and a Statement of Cash Flows prepared in accordance with
U.S. Generally Accepted Accounting Principles (GAAP) as prescribed by the Governmental
Accounting Standards Board (GASB).
The Balance Sheet reports an entity’s financial resources (assets and deferred outflows of
resources), obligations (liabilities and deferred inflows of resources) and net position (assets and
deferred outflows of resources less liabilities and deferred inflows of resources) at a point in time.
Increases and decreases in the net position over time would serve as an indicator as to whether an
entity’s financial position has improved or deteriorated.
6 (Continued)
(Unaudited)
Overview of Financial Statements, Continued
The Statement of Revenues, Expenses and Changes in Net Position report an entity’s result from
operations (revenues less expenses) for a particular time frame, which is generally one year.
Increases and decreases in revenues over expenses would serve as an indicator as to whether an
entity’s financial operation has improved or deteriorated.
The Statement of Cash Flows reports cash receipts, cash payments and net changes in cash
resulting from operating, investing and financing activities. It describes sources of cash, uses of
cash and the changes in cash balances during the calendar year.
Table 1 below summarizes the Hospital’s assets, deferred outflows of resources, liabilities,
deferred inflows of resources and net position as of December 31, 2021, 2020 and 2019:
Table 1: Summary of Balance Sheet (in millions)
2021 2020 2019

Assets and deferred

outflows of resources:
Current assets $ 606.0 $ (49.6) $ 655.6 $ 168.6 $ 487.0 $ 77.9
Long-term assets 253.4 32.8 220.6 22.3 198.3 30.6
Capital assets, net 488.8 50.9 437.9 8.9 429.0 14.2
Deferred outflows of
resources 274.0 45.1 228.9 139.1 89.8 15.3
Total $ 1,622.2 $ 79.2 $ 1,543.0 $ 338.9 $ 1,204.1 $ 138.0
Liabilities and deferred

inflows of resources:
Long-term liabilities 159.3 (350.6) 509.9 251.6 258.3 60.6
Long-term debt and
capital leases 342.2 1.7 340.5 10.7 329.8 12.4
Deferred inflows of
resources 372.2 319.9 52.3 (5.2) 57.5 (29.8)
Total 1,226.4 (21.1) 1,247.5 324.6 922.9 76.2
Total net position 395.8 100.3 295.5 14.3 281.2 61.8
7 (Continued)
(Unaudited)
Table 1: Summary of Balance Sheet (in millions), Continued

Current Assets
In 2021, the Hospital’s current assets decreased by a net $49.6 million. Significant changes
occurred in the following areas:
 Cash: In 2021, the Hospital’s cash balance decreased $98 million. The chart below reflects the
Hospital’s cash flows for the years ended December 31, 2021 and 2020.
2021 2020 Change
Cash flow summary (in millions):
Services to patients $ 1,023.2 $ 943.8 $ 79.4
Disproportionate share payments, net 170.6 201.2 (30.6)
Medicare advances (repayments) (37.5) 80.3 (117.8)
Other receipts 192.8 204.0 (11.2)
Payroll and employee benefits (673.7) (587.6) (86.1)
Expenses (729.4) (710.0) (19.4)
Net cash provided by (used in)
operating activities (54.0) 131.7 (185.7)
Cash flows from noncapital financing
activities 6.7 119.5 (112.8)
financing activities (50.9) (66.4) 15.5
Cash flows from investing activities 0.2 1.9 (1.7)
Net increase (decrease) in cash (98.0) 186.7 (284.7)
Cash at beginning of year 339.8 153.1 186.7
Cash at end of year $ 241.8 $ 339.8 $ (98.0)
Significant changes in cash occurred in the following areas:
 Services to Patients - $79.4 million increase:
Cash receipts from services to patients increased $79.4 million due to increased patient
volumes, increases in third party payment rates and case mix index associated with treating
more medically complex patients, and revenue cycle improvements.
 Disproportionate Share Payments, net - $30.6 million decrease:
The decrease in disproportionate share payments was primarily due to the receipt in 2020
of the delayed 2019 base payment of $62.2 million and increased payments in 2021
associated with settlement of the 2018 DSH cost report.
8 (Continued)
(Unaudited)
Current Assets, Continued
 Medicare Advances - $117.8 million decrease:

In 2021 the Hospital repaid $37.5 million of an $80.3 million advance from the CARES Act
Medicare Accelerated and Advance Payment Program that was received in 2020.
 Other Receipts - $11.2 million decrease:

The $11.2 million decrease in other receipts was primarily due to decreases of $18.4 million
in DSRIP receipts, $17.9 million in contract pharmacy and $17.6 million in Medical Service
Groups (MSGs) contract receipts, offset by a $42.5 million increase in retail pharmacy
receipts.
 Payroll and Employee Benefit Disbursements - $86.1 million increase:

The increase in payroll and employee benefits disbursements can be attributed to increases in
the following areas:
- A 2% increase in FTE employees: $8 million increase.
- Collective bargaining contract increases: $13.7 million increase.
- Overtime pay: $5.1 million increase.
- Geographic pay: $2.3 million increase.
- Retroactive adjustments: $16.8 million increase.
- Social security payroll tax payments: $29.3 million increase (including $8.4 million to
repay 50% of taxes deferred for the period March 27, 2020 through December 31, 2020).
- Pension contributions: $7.3 million increase.
- Health insurance premiums: $4 million increase.
 Other Expense Disbursements - $19.4 million increase:

The increase in other operating expense disbursements of $19.4 million is primarily due to
increased spending on pharmaceuticals of $23.5 million ($18.3 million Retail and Contract
Pharmacy and $5.2 million Hospital Pharmacy), $4.8 million on purchased services and $2.8
million on supplies, offset by decreases of $9 million in professional fees and $1.9 in minor
equipment purchases.
 Cash Flows from Noncapital Financing Activities - $112.8 million decrease:

Cash flows from noncapital financing activities decreased primarily due to CARES Act
Provider Relief Fund receipts decreasing from $120.4 million in 2020 to $5.8 million in 2021.
9 (Continued)
(Unaudited)
 Cash Flows from Capital Related Financing Activities - $15.5 million increase:
This increase was mainly due to increases in proceeds of $18.8 million in Tax Exempt Leasing
Program (TELP) and $12.8 million in bond debt, a $35.6 million increase in capital grants and
appropriations from the State of New York, offset by a $40.4 million increase in capital
purchases and a $9.8 million increase in debt service payments.
 Patient Accounts Receivable, net - $15.7 million decrease:

In 2021, the Hospital experienced a $15.7 million decrease in patient accounts receivable due
to strong revenue cycle performance throughout the year combined with a decline in patient
volume in the fourth quarter of 2021.
 Estimated Disproportionate Share (DSH) Receivable - $36.2 million increase:

Current amounts due from Medicaid for uncompensated care costs increased by $36.2 million
due to increases in the amount due for uncompensated care in 2018 and in estimates of
uncompensated care for the period 2019 through 2021.
 Other Receivables, net - $14.5 million increase:

Other receivables increased by $14.5 million primarily due to $13.3 million due from the Phase
4 Federal CARES Act Provider Relief Fund through December 31, 2021.
 Prepaid Expenses - $10.8 million increase:

In 2021, COVID-19 saliva collection and test kits held in inventory by a third party to be used
for statewide COVID-19 testing on SUNY students and staff increased by $6.8 million and
amounts advanced for future MSG operations support increased by $2.1 million.
Long-Term Assets, Excluding Capital Assets
In 2021, the Hospital’s long-term assets, excluding capital assets, increased by a net $32.8 million.
Significant changes occurred in the following areas:
 Limited Use Assets - $24.2 million increase:
Assets whose use is limited include assets set aside for specific purposes under internal
designation or terms of agreements. In 2021, net TELP proceeds increased by $24.5 million.
10 (Continued)
(Unaudited)
Long-Term Assets, Excluding Capital Assets, Continued
 Estimated Disproportionate Share Receivable - $25.8 million increase:

This increase is due to adjustments to amounts due in years subsequent to 2022 related to
uncompensated care costs due from Medicaid for the Hospital’s estimated 2020 and 2021 DSH
year losses.
 Due from State of New York – Professional Liability - $28 million decrease:
This change resulted from a decrease in a long-term receivable from the State of New York and
represents costs for professional liability cases incurred and incurred but not reported as of
December 31, 2021, estimated to be paid by the State on the Hospital’s behalf in future years.
 Net Pension Asset - $11.6 million increase:

This asset represents the excess of the Hospital’s ERS, PFRS, TRS and CGH defined benefit
pension plans combined fiduciary net position in excess of combined pension liabilities at
December 31, 2021, as determined under GASB 68.
Deferred Outflows of Resources
Deferred outflows of resources increased by $45.1 million. Deferred outflows from pension
obligations increased by $47.5 million, primarily due to an increase in outflows due to a change in
assumptions of $198.5 million and decrease in the net difference between projected and actual
earnings on pension plan investments of $151.5 million.
11 (Continued)
(Unaudited)

Current Liabilities
In 2021, the Hospital’s current liabilities increased by $7.9 million. Significant changes occurred
in the following areas:
 Current Debt Maturities - $13.9 million increase:
Current debt maturities increased by $13.8 million due to timing of new TELP leases added in
2020 and 2021 and amortization of existing debt.
 Accrued Wages - $6.4 million decrease:
Accrued wages decreased by $6.4 million, primarily due to payment in 2021 of annual salary
increases deferred in 2019 and 2020 subsequent to settlement of collective bargaining
agreements.
Long-Term Liabilities, Excluding Long-Term Debt
In 2021, the Hospital’s long-term liabilities, excluding long-term debt, decreased by $350.6
million. Significant changes occurred in the following areas:
 Net Pension Liability - $293.6 million decrease:
This decrease reflects changes to the Hospital’s actuarially determined long-term liability as of
December 31, 2021 for the Hospital’s ERS, PFRS, TRS and CGH defined benefit pension
plans. The Hospital’s combined pension plans’ fiduciary net position exceeded combined
pension liabilities by $11.6 million, which is recorded as a net pension asset at December 31,
2021.
 Medicare Advance - $36 million decrease:
This decrease represents the change in the amount due to Medicare for repayment of the $80.3
million advance received in 2020 under the CARES Act Medicare Accelerated and Advance
Payment Program.
 Accrued Employee Benefits - $13.6 million decrease:
This decrease includes an $8.7 million decrease in social security payroll taxes that were
deferred in 2020 that were paid in 2021 and a $5.8 million decrease in long-term vacation and
sick leave liability.
Net Position
In 2021, the Hospital’s net position increased by $100.3 million. This increase is due to the
Hospital’s excess of revenues over expenses of $59.6 million, capital grants and appropriations
from the State of $44.8 million, less transfers to SUNY of $4.1 million (See Table 2: Summary of
Revenues, Expenses and Changes in Net Position for discussion).
12 (Continued)

(Unaudited)
Table 2: Summary of Revenues, Expenses and Changes in Net Position (in millions)
2021 2020 2019
Disproportionate share revenue 232.6 48.1 184.5 (12.9) 197.4 42.4
Other revenue 204.1 23.3 180.8 46.5 134.3 29.3
Total operating revenues 1,435.3 155.7 1,279.6 29.5 1,250.1 124.3
Operating expenses:
Salaries 474.5 26.6 447.9 33.1 414.8 22.7
Employee benefits - other 151.0 3.0 148.0 13.5 134.5 5.3
Pension expense 14.5 (79.9) 94.4 50.0 44.4 10.6
Supplies and other 737.0 12.1 724.9 104.9 620.0 68.8
Total operating expenses 1,377.0 (38.2) 1,415.2 201.5 1,213.7 107.4
Operating gain (loss) 58.3 193.9 (135.6) (172.0) 36.4 16.9

Non-operating revenues (expense):
Appropriations from the State of
New York 20.2 0.6 19.6 (4.0) 23.6 (5.0)
Professional and general liability
appropriations (23.5) (31.2) 7.7 5.6 2.1 (16.8)
Coronavirus relief assistance 19.1 (101.3) 120.4 120.4 - -
Other (14.5) (1.9) (12.6) (2.7) (9.9) 0.9
Total non-operating revenues,
net 1.3 (133.8) 135.1 119.3 15.8 (20.9)
expenses 59.6 60.1 (0.5) (52.7) 52.2 (4.0)
Net transfers from (to) State of New
York and UMU (4.1) (9.7) 5.6 8.7 (3.1) 39.4
Capital grants and appropriations 44.8 35.6 9.2 (3.5) 12.7 (4.3)
Increase in net position 100.3 86.0 14.3 (47.5) 61.8 31.1
Net position at beginning of year 295.5 14.3 281.2 61.8 219.4 30.6
Net position at end of year $ 395.8 $ 100.3 $ 295.5 $ 14.3 $ 281.2 $ 61.7
13 (Continued)
(Unaudited)
Table 2: Summary of Revenues, Expenses and Changes in Net Position (in millions), Continued
Summary of Net Patient Service Revenue:
2021 2020 2019

Patient service revenue $ 1,064.1 $ 88.0 $ 976.1 $ (13.6) $ 989.7 $ 81.8

Less: provision for bad debts (65.5) (3.7) (61.8) 9.5 (71.3) (29.2)
Patient service revenue before provision for bad debts - $88 million increase:
Increased patient volumes associated with the gradual removal of COVID-19 related restrictions
resulted in a $88 million increase in net patient service revenue.
Significant factors affecting net patient service revenue were as follows:
 Inpatient admissions increased by 1,314 or 4% ($19.6 million increase)

 Inpatient case mix index increased by .04 or 2% ($11.6 million increase)
 ER visits increased by 5,767 or 6% ($3.3 million increase)
 Outpatient surgery cases increased by 1,422 or 14% ($7.1 million increase)
 Clinic visits increased by 67,535 or 18% ($10.8 million increase)
 Referred ambulatory service units increased by 154,920 or 47% ($34.3 million
increase)
During 2021, third-party payor mix and rate changes were approximately as follows:
Inpatient Outpatient
Rate Mix Rate Mix
Payor:
Medicare 1.2% 39.9% 0.4% 35.5%
Commercial 5.3% 21.7% 5.5% 31.4%
Medicaid 2.0% 31.9% 0.0% 25.0%
Other 0.0% 6.5% 0.0% 8.1%
100.0% 100.0%
14 (Continued)
(Unaudited)
The increase in the provision for bad debts in 2021 was primarily due to the increase in patient
service revenue.
Disproportionate Share Revenue - $48.1 million increase:

DSH is a Medicaid Disproportionate Share program administered by the New York State
Department of Health. This program reimburses the Hospital for uncompensated care provided to
its indigent Medicaid and self-pay populations. The $48.1 million increase in DSH revenue in
2021 was the result of adjustments made based on the Hospital’s actual 2018 DSH settlement that
was finalized in 2021 and to estimates of uncompensated care cost reimbursements for the years
2019 through 2021.
Other Revenue - $23.3 million increase:

The $23.3 million increase in other revenue in 2021 was mainly due to increases of $43 million in
retail pharmacy and $2.6 million in cafeteria sales, offset by decreases of $12.9 million in contract
pharmacy sales, $6.2 million in revenues from the DSRIP program and $4.6 million in MSG
contract revenue.
Salaries - $26.6 million increase:

Salary expense increased by $26.6 million or 6% in 2021. This increase relates to a 2% increase
in Hospital FTEs, annual salary increases as required by various collective bargaining agreements
and increased overtime and geographic differential pay needed to retain staff due to COVID-19
related increases in market salary rates for nursing and other clinical staff.
Employee Benefits - Other - $3 million increase:

The $3 million increase in employee benefits expense in 2021 included increases of $6.6 million
in health insurance and $3.4 million in payroll taxes, offset by decreases of $5.4 million and $2
million in accrued sick and vacation leave, respectively.
Pension Expense - $79.9 million decrease:

This decrease is the result of changes in the actuarially determined liability of the Hospital’s
defined benefit pension plans, as determined under GASB 68.
15 (Continued)
(Unaudited)
Supplies and Other Expenses - $12.1 million increase:

 Pharmaceutical supply expense increased by $27.3 million or 17%.
- Drug expenses for the Retail Pharmacy program and the Hospital pharmacies
increased $23.1 million and $6.3 million, respectively, while Contract Pharmacy
drug expense decreased by $3 million.
 Medical and non-medical supplies increased $3.4 million or 2%.
 Professional fees increased by $1.6 million or 41%.
 Purchased services – contract labor increased by $8.6 million or 14%.
 Purchased services – other increased by $3.8 million or 3%.
 Professional and general liability expense decreased by $31.2 million.
Annually, the Hospital adjusts its estimated professional liability expense based on review of past
claims history and current year settlements and open claims. In 2021, due to a decrease in open
claim reserves of $32.1 million, a credit of $23.5 to professional liability expense was recorded to
reduce professional liability reserves.
Non-Operating Revenues (Expenses) - $133.8 million decrease:

Non-operating revenues decreased by $133.8 million, primarily due to decreases in Provider Relief Fund
distributions of $101.3 million and State of New York malpractice appropriations of $31.2 million.
Net Transfers - $9.7 million decrease:

Capital transfers from the State for increases to fixed assets values and the percentage change in real
property utilized by the Hospital decreased by $9.7 million.
Capital Grants and Appropriations - $35.6 million increase:

In 2017, the Hospital was awarded a $70.6 million Capital Restructuring Financing Program
(CRFP) grant by the New York State Department of Health to support ambulatory care integration,
through the construction of a new multi-story ambulatory care facility on the Hospital’s Downtown
campus. In 2021, CRFP capital grant funds used to fund construction of the Hospital’s Health and
Wellness Center project increased by $38.3 million. In 2017, the Hospital also entered into an
agreement with the State, whereby the State authorized a debt free capital appropriation of
approximately $40.8 million for approved capital expenditures of the Hospital. In 2021, qualifying
capital expenditures under this agreement decreased by $2.7 million.
16 (Continued)
(Unaudited)
Capital Assets and Debt Administration
Capital Assets, Net
As of December 31, 2021, the Hospital had $488.8 million in capital assets, net of accumulated
depreciation. This compares with $437.9 million at the end of 2020. The components of capital
assets are as follows:
Summary of Capital Assets (in millions)
2021 2020 2019

Land $ 2.3 $ 0.0 $ 2.3 $ 0.0 $ 2.3 $ 0.0

Building and improvements 602.3 32.3 570.0 13.3 556.7 27.6
Equipment 372.4 3.4 369.0 11.1 357.9 24.5
Construction-in-progress 93.6 40.9 52.7 19.2 33.5 0.8
1,070.6 76.6 994.0 43.6 950.4 52.9
Accumulated depreciation (581.8) (25.7) (556.1) (34.7) (521.4) (38.7)
$ 488.8 $ 50.9 $ 437.9 $ 8.9 $ 429.0 $ 14.2
17 (Continued)
(Unaudited)
Debt Administration
The Hospital’s long-term debt (in millions) consisted of the following at December 31:
2021 2020 2019

Due to State of New

York $ 37.3 $ 20.3 $ 17.0 $ (6.9) $ 23.9 $ 3.1
Capital lease obligations 74.1 19.6 54.5 8.0 46.5 3.6
General obligation bonds 312.1 (4.1) 316.2 12.5 303.7 7.8
423.5 35.8 387.7 13.6 374.1 14.5
Less current portion (49.3) (13.5) (35.8) (7.3) (28.5) 8.0
$ 374.2 $ 22.3 $ 351.9 $ 6.3 $ 345.6 $ 22.5
In 2021, the Hospital’s debt increased by a net $35.8 million. Significant changes occurred in the
following areas:
 Amounts due to State of New York under certain agreements increased by $20.3 million.
In 2021, the State of New York prepaid $21.9 million of general obligation bond debt
allocated to the Hospital by DASNY and the debt was transferred from DASNY to the
State of New York. In addition, the long-term portion of loans payable to OGS and NYPA
decreased by $1.1 million.
 The Hospital’s capital lease obligations increased by $19.6 million. This net increase
 In 2021, the Hospital’s net bond liability decreased by $4.1 million. This decrease resulted
from $26.9 million in new ESDC bond financing and a $3.8 million increase in bond
premium, offset by the transfer of $21.9 million in debt to the State of New York, normally
scheduled principal payments of $6.6 million, a $6.3 million gain on the refinancing of
debt.
18 (Continued)
(Unaudited)
Economic Factors that will affect the Future
As a safety net hospital, the Hospital continues to serve a significant number of patients in its
community who are uninsured, under-insured or covered by Medicare and Medicaid programs.
As a result, the Hospital’s continued viability is directly linked to appropriate levels of funding
from Medicare, Medicaid and the Medicaid DSH programs. In recent years, the State has capped
its DSH contribution for the SUNY hospitals’ non-Federal share of DSH losses. Although this
has not affected the Hospital since State Fiscal Year 2018, this cap could potentially reduce the
Hospital’s future DSH payments.
Additionally, the Federal Consolidated Appropriations Act of 2021 changed how hospital-
specific Medicaid DSH funding caps (the maximum amount of Medicaid DSH funding a hospital
can receive) are calculated. This new policy severely impacts access to federal supplemental
support for public safety-net hospitals. Effective October 2021, Section 203 disallows Medicaid
dual-eligible enrollees (individuals eligible for both Medicaid and Medicare or other third-party
payor coverage) from DSH reimbursement cap calculations, which will significantly reduce
future DSH payments to the Hospital.
COVID-19’s impact on the economy in general and Hospital operations (discussed below), and on
Federal and State budgets could result in additional reductions to Medicare and Medicaid rates,
DSH payments and the State’s Support for Costs of State Sponsorship, having a negative impact
on overall revenue. As a result, the Hospital’s continued viability is directly linked to continued,
appropriate levels of funding from Medicare, Medicaid, the Medicaid DSH program and the State.
COVID-19 Pandemic
surgical and outpatient procedures by health care facilities. As these restrictions were lifted, patient
volumes and revenues gradually improved, but many services have not returned to pre-pandemic
levels. The COVID-19 pandemic has also exacerbated the nationwide shortage of nursing and
other clinical staff, increasing labor costs and resulting in staffing shortages in some clinical areas.
19 (Continued)
(Unaudited)
conditions will be driven by many factors, most of which are beyond management’s control and
ability to forecast. Such factors include, but are not limited to, depressed patient volume levels for
an indeterminable length of time, clinical staffing shortages, increased labor and supply costs and
changes to Federal and State funding of the Medicare and Medicaid programs. Because of these
and other uncertainties, we cannot estimate the length of or level of the ongoing impact of the
pandemic on business.
20
Balance Sheets
Assets and Deferred Outflows of Resources 2021 2020
Current assets:
Cash and cash held by the State $ 241,852 $ 339,877
Patient accounts receivable, net of allowance for doubtful accounts
of approximately $244,100 and $220,700 in 2021 and 2020, respectively 109,344 125,042
Estimated disproportionate share receivable 145,941 109,733
Due from third-party payors 7,908 2,698
Other receivables, net 45,232 30,727
Due from State of New York 4,043 4,670
Due from State of New York - professional liability 2,658 5,642
Inventories 20,443 19,482
Prepaid expenses and other 28,596 17,777
Total current assets 606,017 655,648
Assets whose use is limited:
Internally designated 544 634
Limited use assets 47,706 23,157
Unexpended bond proceeds - 212
Estimated disproportionate share receivable, net of current portion 82,085 56,322
Other long-term receivables and other assets, net 6,541 7,368
Due from State of New York - professional liability, net of current portion 104,914 132,916
Net pension asset 11,599 -
Capital assets, net 488,789 437,862
Total assets 1,348,195 1,314,119
Deferred outflows of resources 274,009 228,881
Total assets and deferred outflows of resources $ 1,622,204 $ 1,543,000
Liabilities, Deferred Inflows of Resources and Net Position
Current maturities of long-term debt and capital lease obligations 44,116 30,182
Accounts payable and accrued expenses 104,115 100,170
Accrued salaries and wages 37,067 43,506
Accrued employee benefits 56,433 54,157
Accrued interest 4,958 5,029
Due to State of New York - professional liability 2,658 5,642
Due to third-party payors 55,367 56,289
Medicare advance 42,774 44,254
Due to State of New York 5,217 5,589
Total current liabilities 352,705 344,818
Long-term obligations, net of current maturities:
Net pension liability - 293,557
Medicare advance - 36,036
Capital lease obligations 51,574 35,824
Long-term debt 290,574 304,665
Total liabilities 854,158 1,195,123
Deferred inflows of resources 372,199 52,345
Total liabilities and deferred inflows of resources 1,226,357 1,247,468
Net position:
Net investment in capital assets 132,109 89,596
Unrestricted 263,738 205,936
Total net position 395,847 295,532
Commitments, contingencies and uncertainties (notes 2, 4, 6 and 7)
Total liabilities, deferred inflows of resources and net position $ 1,622,204 $ 1,543,000
21
Statements of Revenues, Expenses and Changes in Net Position
Years ended December 31, 2021 and 2020

2021 2020
Operating revenues:
Net patient service revenue (net of provision for bad debts of
approximately $66,000 and $62,000, respectively) $ 998,610 $ 914,289
Disproportionate share revenue 232,576 184,508
Other operating revenues 204,127 180,826
Operating expenses:
Salaries and wages 474,527 447,895
Employee benefits - other 150,962 147,981
Pension expense 14,578 94,355
Supplies and other expenses 717,085 670,429
Professional liability (23,520) 7,658
Operating gain (loss) 58,268 (135,584)
Non-operating revenues (expenses):
State of New York appropriations, net 20,261 19,578
State of New York professional liability appropriation (23,520) 7,658
Interest expense on capital-related debt (14,772) (14,453)
Interest income 226 1,194
Coronavirus relief assistance 19,099 120,424
Gain on investment - 662
Total non-operating revenues, net 1,294 135,063
Excess (deficiency) of revenues over expenses 59,562 (521)
Net transfers from (to) the State University of New York (4,108) 5,560
Capital grants and appropriations 44,861 9,220
Increase in net position 100,315 14,259
Net position, beginning of year 295,532 281,273
Net position, end of year $ 395,847 $ 295,532
22
Statements of Cash Flows
2021 2020
Services to patients $ 1,005,896 $ 927,336
Disproportionate share and pool payments, net 170,606 201,197
Medicare advances (repayments) (37,516) 80,290
Pass-through payments 17,307 16,514
Other 192,808 203,999
Salaries and wages (477,446) (431,299)
Employee benefits (196,291) (156,355)
Contract labor (66,351) (64,626)
Supplies and other expenses (663,002) (645,348)
Net cash provided by (used in) operating activities (53,989) 131,708
Cash flows from noncapital financing activities:
Transfers from (to) Upstate Medical University 880 (880)
Net cash provided by noncapital
financing activities 6,650 119,544
Cash flows from capital and related financing activities:
Purchases of capital assets (95,806) (55,412)
Proceeds from issuance of long-term debt 69,366 37,856
Change in assets whose use is limited (24,246) (23,219)
Repayment of long-term debt and capital lease obligations (51,336) (21,031)
Capital advances from the State, net 20,648 212
Cash paid for interest (14,399) (14,008)
Net cash used in capital and related
financing activities (50,912) (66,382)
Proceeds from liquidation of patronage interest - 662
Net cash provided by investing activities 226 1,856
Net increase (decrease) in cash and cash held
by the State (98,025) 186,726
Cash and cash held by the State:
Beginning of year 339,877 153,151
End of year $ 241,852 $ 339,877
23 (Continued)

2021 2020
provided by (used in) operating activities:
cash provided by (used in) operating activities:
Estimated disproportionate share receivable (61,971) 16,690
Inventories (961) (9,237)
Prepaid expenses and other (10,819) (13,022)
Accounts payable and other accrued liabilities (32,184) 48,931
Due from/to State of New York, net (803) (6,131)
Medicare advances (37,516) 80,290
Accrued wages and employee benefits (17,761) 36,254
Due to/from third-party payors, net (6,133) 12,336
Net cash provided by (used in) operating activities $ (53,989) $ 131,708
24
(1) Summary of Significant Accounting Policies
(a) Organization
University Hospital (Hospital) is operated as a department of the Upstate Medical

University (UMU), a medical campus of the State University of New York (SUNY).
SUNY is a corporation within the Education Department of the State of New York (State).
These financial statements are intended to present the financial position, changes in
financial position and cash flows of only that portion of the financial reporting entity of
SUNY attributable to the transactions of the Hospital. They do not purport to present the
financial position of SUNY or UMU, the changes in their financial position or their cash
flows. Cash received by the Hospital from collection of accounts receivable or other sources
is remitted to the State. Expenditures of the Hospital are paid by the State. In addition,
expenditures related to certain general, professional and administrative services are shared by
UMU, a unit of SUNY, and the Hospital based on various statistics and other data reflective of
the Hospital’s use of such services. The Hospital has recorded in the accompanying financial
expenses which it believes reflect its financial position and changes in financial position.
The Hospital is the only major public hospital in the Central New York region and
provides a wide range of primary and specialized medical services, including a Children’s
Hospital, a Trauma Center, AIDS Care Center, Burn Unit, Pediatric Oncology, Kidney
Transplant Center, Cancer Center and Heart Center.
As a department of SUNY, which is part of the State, the Hospital is not subject to federal
or state income taxes.
(b) Basis of Presentation
The accompanying financial statements of the Hospital have been prepared on the accrual
basis of accounting and in conformity with accounting principles generally accepted in
the United States of America as prescribed by the Governmental Accounting Standards
Board (GASB) and the American Institute of Certified Public Accountants’ “Audit and
Accounting Guide for Health Care Entities,” under the economic resources measurement
focus. Reported expenses include the direct expenses of the Hospital and an allocation of
costs from (and to) other units of UMU for services provided to and shared with the
Hospital. Reported revenue includes net transfers from the State representing its support
to the Hospital for the costs of state sponsorship (see note 3 for details regarding this
support).
25 (Continued)
(c) Use of Estimates
The preparation of financial statements in conformity with accounting principles generally

accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. The most significant
estimates relate to the allowance for doubtful accounts, contractual allowances, amounts
due to or due from third-party payors, including amounts due from the New York State
Department of Health Medicaid Disproportionate Share Program, allocations from SUNY
and the State, estimated employee benefit costs, reserves for professional liabilities and
coronavirus relief assistance. Actual results could differ from those estimates.
(d) Performance Indicator
The statements of revenues, expenses and changes in net position include excess
(deficiency) of revenues over expenses as the performance indicator. Transactions deemed
by management to be ongoing, major or central to the provision of health care services are
reported as operating revenues and expenses. All other activities are reported as non-
operating activities.
(e) Cash and Cash Held by the State
The Hospital considers all highly liquid debt instruments with original maturities of three
months or less to be cash equivalents. Certain cash is pooled with other state funds and is
designated for the Hospital. The funds designated by the State in its records for the
Hospital are disbursed by the State on behalf of the Hospital, subject to appropriate
authorization. The Hospital maintains funds on deposit in excess of amounts insured by
the Federal Deposit Insurance Corporation limits. Management believes the credit risk
related to these deposits is minimal. Internally designated funds and limited use assets are
excluded from cash and cash held by the State.
The balances pooled are limited to legally stipulated investments which include
obligations of, or guaranteed by, the United States, obligations of the State and its political
subdivisions, and repurchase agreements. These investments are held by the State’s agent
in its name on behalf of SUNY. The funds designated by SUNY in its records for the
Hospital are interest earning to the Hospital.
The Hospital does not have a formal policy for collateral requirements for cash deposits.
The New York State comprehensive annual financial report contains the GASB No. 40
risk disclosures for deposits held in the State Treasury.
26 (Continued)
(f) Assets Whose Use is Limited
designation or terms of agreements. Assets whose use is limited totals $48,250 and
$24,003 at December 31, 2021 and 2020, respectively. Specific purpose funds include
limited use assets from equipment financing leases of $47,706 and $23,157, held in
escrow, as of December 31, 2021 and 2020, respectively. The University Construction
Fund (the “Construction Fund”) on behalf of the Hospital holds for future capital projects,
$544 and $634 as of December 31, 2021 and 2020, respectively and are included as
internally designated in assets whose use is limited. The remainder represents unexpended
bond proceeds.
(g) Net Patient Service Revenue and Patient Accounts Receivable
Net patient service revenue is reported at the estimated net realizable amounts from
patients, third-party payors and others for services rendered including estimated
adjustments under various reimbursement agreements with third-party payors. Revenue
under certain third-party payor arrangements is subject to audit, retroactive adjustments,
and significant regulatory actions. Such adjustments are accrued on an estimated basis in
the period the related services are rendered and adjusted in future periods as final
settlements are determined.
The current Medicaid, Medicare and other third-party payor programs are based upon
extremely complex laws and regulations that are subject to interpretation. As a result, there
is at least a reasonable possibility that recorded estimates will change in the near term.
Additionally, noncompliance with such laws and regulations could result in fines,
penalties and exclusion from such programs. The Hospital is not aware of any allegations
of noncompliance that could have a material adverse effect on the financial statements and
believes that it is in compliance with all applicable laws and regulations.
Non-Medicare Payments
Since January 1, 1997, the New York Health Care Reform Act of 1996 (“NYHCRA”) has
governed payments to hospitals in New York State. Under this system, hospitals and all
non-Medicare payors, except Medicaid, workers’ compensation and no-fault insurance
programs, negotiate hospitals’ payment rates. If negotiated rates are not established,
payors are billed at hospitals’ established charges. Medicaid, workers’ compensation and
no-fault payors pay hospital rates promulgated by the New York State Department of
Health on a prospective basis. Adjustments to the current and prior years’ rates for these
payors will continue to be made in future years.
27 (Continued)
Medicare Payments
Hospitals are paid for most Medicare inpatient services and most outpatient services under
the national prospective payment system and other methodologies of the Medicare
program for certain other services. Federal regulations provide for certain adjustments to
current and prior years’ payment rates, based on industry-wide and hospital-specific data.
The Hospital has established estimates, based on information presently available, of

amounts due to or from Medicare and non-Medicare payors for adjustments to current and
prior year payment rates, based on industry-wide and hospital-specific data. Additionally,
certain payors’ payment rates for various years have been appealed by the Hospital. If
the appeals are successful, additional income applicable to those years will be realized.
Other Provider Payments
The Hospital also has entered into payment agreements with certain commercial insurance
carriers, health maintenance organizations, and preferred provider organizations. The
basis for payment to the Hospital under these agreements includes prospectively
determined rates per discharge, discounts for established charges and per diem rates.
Approximately 54% and 55% of net patient service revenue (excluding provision for bad
debts) was generated from services rendered to patients under Medicare and Medicaid
programs in 2021 and 2020, respectively.
The Hospital’s cost reports have been audited and finalized by the Medicare fiscal
intermediary through December 31, 2017.
The Hospital recorded an increase to net patient service revenue of approximately $2,900
in 2021 and a decrease to net patient service revenue of approximately $1,500 in 2020,
respectively, as a result of third-party payor reimbursement rate settlements or changes in
estimates relating to prior rate years.
An allowance for uncollectible accounts receivable is estimated by management based on

periodic reviews of collectibility of accounts receivable considering historical experience
and prevailing economic conditions.
28 (Continued)
The Hospital grants credit without collateral to its patients, most of whom are local
residents and are insured under third-party payor agreements. Significant concentrations
of patient accounts receivable by payor at December 31 are as follows:
2021 2020
Patient Accounts Receivable
Medicare $ 43,103 $ 54,616
Medicaid 32,127 28,717
Blue Cross/Blue Shield/Excellus 15,767 19,087
Commercial insurance carriers and managed care
(including governmental sponsored programs) 40,203 44,045
Self-pay and other 222,252 199,279
Total patient accounts receivable 353,452 345,744
Less allowance for doubtful accounts on active
accounts receivable (244,108) (220,702)
Patient accounts receivable, net $ 109,344 $ 125,042
Medicaid Disproportionate Share Revenue

Congress created the Medicaid Disproportionate Share (DSH) program to ensure that
safety net hospitals would have adequate reimbursement rates to continue to provide
services to their patients. New York State (NYS) Medicaid DSH payments are matched
in the same fashion as ordinary Medicaid payments. For NYS, the match is split equally
between the State and the Federal government. The Federal government caps the amount
of dollars that it will contribute to each State’s Medicaid DSH program. The State cap is
measured on a cash basis. The Hospital’s DSH revenue is recorded on an accrual basis.
In order for any payments to be made to NYS hospitals for the Medicaid DSH program,
such amounts must be approved in the annual NYS budget. The Medicaid DSH program
is part of the NYS Department of Health’s (DOH) budget.
The NYS Medicaid DSH program allows the Hospital to claim reimbursement for losses
from serving Medicaid and self-pay patients. The Hospital files a cost report annually to
claim the reimbursement from Medicaid.
The Hospital estimates its annual DSH losses using actual Medicaid and Self-Pay
utilization, billing, payment and cost data for each unfinalized DSH year (currently 2019
- 2021), subject to periodic updating as new information or changes in the DSH reporting
methodology become available. In addition, appropriate risk reserves have been applied
based on the status and timing of DSH funding relative to open DSH years.
29 (Continued)
(h) Charity Care
The Hospital provides care to patients who meet certain criteria under its charity care
policy without charge or at amounts less than its established rates. Because the Hospital
does not pursue collection of amounts determined to qualify as charity care, they are not
reported as net patient service revenue. During 2021 and 2020, costs incurred by the
Hospital in the provision for charity care were based on a ratio of the Hospital’s costs to
gross charges and approximated $1,466 and $2,048, respectively.
(i) Inventory Valuation
Inventories consist of drugs and other supplies and are valued at cost, on a last-in, first-
out basis (drugs) and weighted average cost (supplies).
(j) Capital Assets
Capital assets are stated at cost, or fair value for donated assets. Maintenance and repairs
are charged to expense and betterments are capitalized. Depreciation is provided on the
straight-line method over the estimated useful lives of the assets ranging from 3 to 40
years. Amortization of equipment under capital leases is provided on the straight-line
method over the shorter of the lease term or the useful lives of the assets. Such
amortization is included in depreciation and amortization in the financial statements.
All capital assets are owned by the State and are remitted back to the State, upon retirement
and/or disposal at net book value. The Hospital evaluates its capital assets for impairment
whenever events or changes in circumstances indicate the carrying amount of the capital
asset may not be recoverable.
(k) Unrestricted Net Position and Net Investment in Capital Assets
Net position is comprised of assets and deferred outflows of resources less liabilities and
deferred inflows of resources. The net investment in capital assets component of net
position consists of capital assets including restricted capital assets (if any), less
accumulated depreciation and amortization and any outstanding debt related to the
acquisition, construction or improvement of those assets. When the Hospital has both
restricted and unrestricted resources available to finance a particular program, it is the
Hospital’s practice to use restricted resources before unrestricted resources.
30 (Continued)
(l) Grants and Contributions
The Hospital receives grants as well as contributions from private organizations.

Revenues from grants and contributions (including contributions of capital assets) are
recognized when all eligibility requirements, including time requirements are met. Grants
and contributions may be restricted for either specific operating purposes or for capital
purposes. Amounts that are unrestricted or that are restricted to a specific operating
purpose are reported as operating revenues. Amounts restricted to capital acquisitions are
reported after non-operating revenues and expenses.
(m) Compensated Absences
Under terms of personnel policies and union agreements, Hospital employees are
permitted to accumulate absences associated with vacation and compensatory time-off up
to certain limits. Employees also earn sick leave credits. At eligible retirement, any
unused sick leave credits may be used to pay the employees’ share of post-retirement
health insurance. The Hospital accrues an estimated liability for these anticipated
payments.
(n) Deferred Outflows of Resources and Deferred Inflows of Resources
Deferred outflows of resources are defined as a consumption of net assets by the Hospital
that is applicable to a future reporting period. Deferred inflows of resources are defined
as an acquisition of net assets by the Hospital that is applicable to a future reporting period.
Deferred outflows and deferred inflows of resources include amounts related to changes
in the net pension liability of the Hospital’s proportionate share in the cost sharing pension
plans and the Upstate Medical University Retirement Plan for Former Employees of
Community General Hospital (CGH) (CGH Plan). Deferred outflows of resources also
include the Hospital’s contributions to the pension plans subsequent to the measurement
date.
Deferred inflows of resources also include Delivery System Reform Incentive Payment
(DSRIP) Program payments received and gains resulting from refinancing of debt which
represents the difference between the reacquisition price and the net carrying amount of
the old debt and is amortized over the life of the related debt.
31 (Continued)
(o) Estimated Professional Liability Costs
The provision for estimated professional liability claims includes estimates of the ultimate
costs for both reported claims and claims incurred but not reported.
(p) State of New York Appropriations
Support of the Hospital operations is provided by the State in the form of funds transferred
to, or expenses incurred on behalf of the Hospital. These fund transfers or expenses are
reflected on an accrual basis in the Hospital’s statements of revenues, expenses and
changes in net position.
During 2017, the Hospital entered into an agreement with the State, whereby the State
authorized a debt-free capital appropriation of approximately $40,800 for approved capital
expenditures of the Hospital through 2021. During 2021 and 2020, the Hospital made
approximately $726 and $3,949 in qualifying capital expenditures and has recognized
these expenditures as capital appropriations in the statement of revenues, expenses and
changes in net position pursuant to this agreement. The remaining amount of
approximately $7,900 is expected to be expended during 2022.
(q) Delivery System Reform Incentive Payment (DSRIP) Program
In 2014, the Governor of the State announced federal approval of a Medicaid 1115 waiver
amendment that enabled the State to reinvest $8 billion in federal savings generated by
Medicaid Redesign Team (MRT) reforms into the State’s health care system. The DSRIP
program is designed to promote community-level collaborations, through the Performing
Provider Systems (PPS) and focus on systems reform, specifically a goal to achieve a 25
percent reduction in avoidable hospital use over five years.
The Hospital recorded other operating revenue from this program of approximately $589
and $7,345 for the years ended December 31, 2021 and 2020, respectively. An additional
amount of approximately $1,047 and $7,944 is included in deferred inflows of resources
at December 31, 2021 and 2020, respectively. The term of the DSRIP program ran through
2020 and the Hospital did not receive any payments during 2021.
32 (Continued)
(r) Capital Restructuring Finance Program (CRFP)
In 2016, the DOH and the Dormitory Authority of the State of New York established a
Capital Restructuring Financing Program to provide an additional $1.2 billion in grants to
support the goals of DSRIP. In 2017, the Hospital was awarded a $70,600 capital grant
to support ambulatory care integration through the construction of a new multi-story
ambulatory care facility on the Hospital’s Downtown campus. These funds have been
suballocated to the SUNY Construction Fund and for the years ended December 31, 2021
and 2020, there were approximately $42,407 and $5,639, respectively, in grant funds
expended on the Hospital’s behalf. The Hospital has recognized these expenditures as
capital grants and appropriations in the statements of revenue, expenses and change in net
position for the year ended December 31, 2021 and 2020. The estimated project
completion date is anticipated March 2023.
(s) 340B Program Pharmacy Revenue
The Hospital participates in the 340B Drug Discount Program, which allows the Hospital
to purchase certain outpatient drugs at a discount for the purpose of stretching federal
resources to reach more eligible patients. The 340B program pharmacy revenue is
comprised of 340B revenue from contract pharmacies in the community served and a retail
pharmacy operated by the Hospital. For 2021 and 2020, revenue of approximately
$150,700 and $120,200, respectively, was recognized under the program and is included
within other operating revenues in the statements of revenues, expenses and change in net
position. Amounts paid under the 340B program are subject to audit and compliance
requirements, which may result in repayment of 340B funds.
(t) Subsequent Events
The New York State fiscal year 2022 - 2023 budget, which was adopted in April 2022,
included a provision providing debt service relief for the three SUNY Hospitals, whereby
the State has agreed to pay March through October 2022 bond debt service on the
Hospitals’ behalf. As a result, the Hospital expects to record approximately $30.8 million
in State support for debt service in 2023.
In 2022, the Hospital announced its intent to acquire Crouse Health. The transaction is
pending various regulatory and governance approvals, including a Certificate of Need
from the New York State Department of Health.
Subsequent events have been evaluated through May 31, 2022, the date in which the
financial statements were available to be issued.
33 (Continued)
(2) Coronavirus Pandemic
Pandemic
In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic
and the United States federal government declared COVID-19 a national emergency. The
COVID-19 pandemic resulted in various restrictive measures mandated by New York State
such as limits on elective surgeries, social distancing, quarantines and shelter-in-place orders.
As the impact of COVID-19 continues to evolve, the impact on the Hospital’s operations are
uncertain and will depend on future developments. The Hospital continues to address the
challenges and impacts of the COVID-19 pandemic including protecting the health and safety
of employees and patients as well as assessing the availability of personal protective
equipment, ICU beds, and other needed supplies to be better positioned for potential surges
and comply with regulations. Because of these and other uncertainties, the Hospital cannot
estimate the length or severity of the pandemic’s impact on the business. Any resulting
decreases in cash flows and operating performance may have an impact on significant
accounting estimates, including price concessions related to uninsured patient accounts and
potential impairments of long-lived assets.
Pandemic Relief Assistance
On March 27, 2020, the President of the United States signed into law the Coronavirus Aid,
Relief, and Economic Security Act (“CARES Act”) to provide economic assistance to a wide
array of industries to ease the financial impact of COVID-19. Subsequent to the CARES Act,
there were several pieces of legislation that were signed into law that continued and/or
enhanced various provisions within the CARES Act, including the Paycheck Protection
Program and Health Care Enhancement Act on April 24, 2020, the Paycheck Protection
Program Flexibility Act on June 5, 2020, the Consolidated Appropriations Act, 2021 on
December 27, 2020, and the American Rescue Plan Act of 2021 on March 11, 2021.
34 (Continued)
Pandemic Relief Funds
During 2021 and 2020, the Hospital received approximately $5,100 and $120,400 in payments
from the Provider Relief Fund (PRF) under the CARES Act. Additionally, the Hospital was
awarded approximately $14,000 in rural payments under the American Rescue Plan Act of
2021 (ARP), which was recorded as other receivable (current) within the balance sheet at
December 31, 2021. The Hospital received the payment in January 2022. Collectively, the
Hospital recognized approximately $19,100 and $120,400 as coronavirus relief assistance for
the years ended December 31, 2021 and 2020, respectively. The Hospital recognizes PRF and
ARP rural payments as revenue when the related conditions are substantially met. PRF and
ARP rural payments provide funding from the U.S. Department of Health and Human
Resources (HHS) to healthcare providers to support healthcare-related expenses or lost
revenue attributable to COVID-19. Funds received from HHS represent payments to providers
and do not need to be repaid as long as the Hospital complies with certain terms and conditions
imposed by HHS, including reporting and compliance requirements.
Centers for Medicare & Medicaid Services (CMS) Accelerated and Advance Payments
Program
As of September 2020, the Hospital received $80,290 in payments under the CMS Expanded
Accelerated and Advance Payments Program. In accordance with the program, recoupment
began in April 2021. After 29 months from receipt, CMS expects any amount not paid back
through the withhold amounts to be paid back in a lump sum or interest will begin to accrue
subsequent to the 29th month at a rate of 4 percent annual interest assessment. As of December
31, 2021, the remaining balance of the advance payments to be recouped amounted to
$42,774, which is classified as a current liability.
Deferment of Employer Side Social Security Payments
As allowed under the CARES Act, the Hospital deferred the employer’s share of social
security taxes between March 27, 2020 and December 31, 2020 amounting to approximately
$17,500. These deferred taxes are to be repaid evenly over two years, with 50% due
December 31, 2021 and the remainder due by December 31, 2022. Accordingly, $8,700 has
been recorded as current liabilities at December 31, 2021 and 2020, and $8.700 was recorded
in other long-term liabilities at December 31, 2020.
35 (Continued)
(3) Transactions with SUNY and the State of New York
The Hospital is an operating unit of SUNY. The following describes its related-party
transactions for the years ended December 31, 2021 and 2020.
Cash and Cash Held by the State
The Hospital’s cash collections are electronically transferred daily to the Office of State
Comptroller. At December 31, 2021 and 2020, cash held by the State amounted to $239,051
and $335,186, respectively.
The Hospital and UMU share related operating costs. These costs are split between the
Hospital and UMU based on various statistical methodologies and other data reflective of the
Hospital’s use of such services.
The Hospital’s annual portion of these costs for the years ended December 31 is as follows:
2021 2020
Administrative services $ 12,924 $ 13,507

Human resources 5,474 5,269
Utilities 9,762 8,414
Facility operations 43,638 45,549
Information systems 13,270 13,200
Total shared service allocations $ 85,068 $ 85,939
36 (Continued)
Appropriations from the State of New York
The Hospital is supported, for various operating needs, by the State. The State funds all
professional liability expenses of the Hospital through the State self-funded professional
liability program. The Hospital recognizes professional liability cost as expense and
correspondingly records appropriations from the State. The State also funds payroll and
benefits expense for certain employees, including resident supervision. The Hospital reports
this support as appropriations from New York State under non-operating revenues in its
statements of revenues, expenses and changes in net position.
The Hospital’s appropriations for the years ended December 31 are comprised of the
following:
2021 2020
Debt service $ 435 $ 656
State supported payroll and benefits expense 19,826 18,922
$ 20,261 $ 19,578
Professional liability insurance $ (23,520) $ 7,658
37 (Continued)
Due from/to State of New York

As of December 31 due from/to State of New York consisted of the following:
2021 2020
Current due from/to State of New York:
Professional liability claims appropriation $ 2,658 $ 5,642
Long-term due from/to State of New York:
Current due from State of New York:
UMU (a) $ 3,238 $ 3,790
Grants (b) 805 880
$ 4,043 $ 4,670
Current due to State of New York:

STIP loan (c) $ 3,919 $ 3,919
New York Power Authority (d) 279 211
Office of General Services (OGS) (d) 1,018 907
UMU (e) 1 552
$ 5,217 $ 5,589
Long-term due to State of New York:
Office of General Services (OGS) (d) $ 6,612 $ 7,560
New York Power Authority (d) 3,535 3,828
Debt service paid on behalf of Hospital (note 5) 21,923 -
$ 32,070 $ 11,388
(a) At December 31, 2021 and 2020, the Hospital had amounts due from UMU of
approximately $3,238 and $3,790, respectively, for parking, reimbursement of COVID
related purchases and true up of energy expenses. During 2021, the Hospital received
UMU’s allocated share of bond defeasance costs paid by the Hospital in 2020 for transfer
of operational control of Hutchings Psychiatric Center Buildings 3 and 4 from the New
York State Office of Mental Health to SUNY and UMU.
(b) At December 31, 2021 and 2020, the Hospital had net amounts due from DOH from
various grants of approximately $805 and $880, respectively.
(c) At June 30, 2001, SUNY converted the Hospital’s outstanding balances due to the State
for employee benefits into an informal Short-Term Interest Pool (“STIP”) loan. Interest
is accrued at the average daily short-term interest rate as provided by the Office of State
Comptroller. During 2021 and 2020, interest was accrued at rates ranging from 0.05% to
0.13% and 0.12% to 1.69%, respectively.
38 (Continued)
(d) SUNY has entered into an agreement with the Power Authority of the State of New York
(NYPA) to develop and implement energy conservation improvements at State facilities
and ultimately reduce energy consumption and related expenses. There are several loans
payable to Office of General Services and NYPA, all with varying end dates and variable
interest rates that are adjusted annually, payable through June 2034.
(e) At December 31, 2021 and 2020, the Hospital had net amounts due to UMU of
approximately $1 and $552, respectively.
Net transfers from/(to) the State University of New York
In 2021 and 2020, the Hospital’s net capital transfers from/(to) SUNY amounted to $(4,108)
and $5,560, respectively, primarily comprised of decreases and increases to the capital asset
values related to the reallocation of physical building space and equipment transfers to other
areas within the UMU Campus. The Hospital reports these transactions as changes in net
position, excluded from excess (deficiency) of revenues over expenses.
Medical Oversight
According to an agreement entered into in 1988, the Hospital agreed to transfer funds to the
UMU Income Fund Reimbursable (IFR) for the doctor’s supervision of medical residents at
the Hospital. In 2021 and 2020, the Hospital’s annual expense related to these transfers was
approximately $21,900 and $21,200, respectively, to cover expenses of this program.
Physicians from several Medical Service Groups (MSG’s) provide supervisory, teaching and
direct patient care services in Hospital departments for which the Hospital bills the patients
and recognizes the revenues. In 2021 and 2020, the MSG’s have been reimbursed by the
Hospital for the services of these physicians amounting to approximately $4,300 and $4,200,
respectively.
Medical Service Groups
The MSG’s have also contracted with the Hospital to provide its patients with direct patient
care. The MSG’s bill and collect revenue for these patients and remit these funds to the
Hospital. During 2021 and 2020, the Hospital recognized revenues from the MSG’s of
approximately $39,350 and $42,090, respectively, for services provided by the MSG’s.
39 (Continued)
Upstate Community Medical, P.C.
Upstate Community Medical, P.C. (UCM) is a New York professional service corporation
that provides a comprehensive source for acute medical care and related services in
connection with the Hospital. UCM began operations in 2005. In 2015, UCM converted to a
501(c)(3) organization affiliated with the Hospital through a shareholder agreement. The
Hospital contracts with UCM to provide certain medical administrative services and
professional medical services to Hospital patients and has expensed approximately $19,100
and $18,700 for the years ended December 31, 2021 and 2020, respectively, under the
contract. The Hospital also provides certain management, administrative and support services
to UCM, and charged UCM approximately $430 for each of the years ended December 31,
2021 and 2020 under the contract. At December 31, 2021 and 2020, the Hospital had accounts
payable due to UCM of approximately $1,700 and $1,400, respectively. At December 31,
2021 and 2020, the Hospital had accounts receivable due from UCM of approximately $5,574
and $5,144, respectively. The Hospital maintains a reserve for the UCM accounts receivable
(4) Capital Assets
Capital assets recorded at cost, consisted of the following at December 31:
Closed
projects and
2020 Additions disposals, net 2021
Depreciable assets:
Buildings and improvements $ 569,998 $ 32,262 $ (6) $ 602,254
Movable equipment 368,947 22,655 (19,137) 372,465
938,945 54,917 (19,143) 974,719
Less accumulated depreciation:
Buildings and improvements (272,603) (17,801) 498 (289,906)
Movable equipment (283,537) (26,400) 18,000 (291,937)
(556,140) (44,201) 18,498 (581,843)
Non-depreciable assets:
Land 2,312 - - 2,312
Construction-in-progress 52,745 76,397 (35,541) 93,601
Capital assets, net $ 437,862 $ 87,113 $ (36,186) $ 488,789
The estimated costs to complete construction in progress at December 31, 2021 are
approximately $171,000, of which approximately $100,000 is for the Ambulatory Care
Center. The Hospital expects substantially all of the costs to be funded using the $70,600
grant awarded and bond funding.
40 (Continued)

Closed
projects and
Depreciable assets:
914,558 38,457 (14,070) 938,945
Buildings and improvements (253,761) (18,842) - (272,603)
(521,368) (48,369) 13,597 (556,140)
Land 2,307 5 - 2,312
(5) Long-Term Obligations
The Hospital was constructed and substantially equipped by the State University Construction
Fund as agent for the New York State Housing Finance Agency. The Dormitory Authority
of the State of New York (DASNY) and the Empire State Development Corporation (ESDC)
issue general obligation bonds, a portion of which is used to finance the construction projects
of the Hospital as well as other SUNY institutions and State related projects. Certain amounts
of the bonds sold (Series 2005A through Series 2021F) have been assigned to the Hospital
from which certain amounts have been expended. General obligation bonds are primarily
termed at thirty years, payable in semi-annual installments including interest ranging between
1.3% and 4.5%. Debt covenants on bond obligations are the responsibility of the State and
are measured at the State level.
41 (Continued)
As of December 31, 2021 and 2020, outstanding bond and other bond related long-term debt
activity was as follows:
2020 Increase Decrease 2021

New York State:
General obligation bonds $ 305,295 56,381 (64,261) 297,415
Plus original issue premium 10,909 4,262 (470) 14,701
Less current portion (11,539) (21,542) 11,539 (21,542)
$ 304,665 39,101 (53,192) 290,574

New York State:
General obligation bonds $ 294,303 $ 30,165 $ (19,173) $ 305,295
$ 298,987 $ 20,538 $ (14,860) $ 304,665
The 2021 decrease in the table above includes a reclassification of $21,923 to Due to New
York State due to prepayments during 2021 of certain bonds by New York State on behalf of
the Hospital, which the Hospital is obligated to repay to the State.
The Hospital’s principal and interest requirements based on outstanding bonds and long-term
debt as of December 31, 2021 are as follows:
Principal Interest Total

Year(s) ending December 31:
2022 $ 21,542 13,159 34,701

2023 4,120 9,775 13,895
2024 4,767 9,175 13,942
2025 9,108 9,461 18,569
2026 9,008 10,703 19,711
2027 - 2031 60,926 45,533 106,459
2032 - 2036 73,631 30,427 104,058
2037 - 2041 61,644 16,426 78,070
2042 - 2046 32,222 6,765 38,987
2047 - 2051 20,447 1,280 21,727
$ 297,415 $ 152,704 $ 450,119
42 (Continued)
The Hospital, in conjunction with DASNY and commercial lenders, participates in the
DASNY’s Tax-Exempt Equipment Leasing Program (“TELP”) for financing equipment.
Capital leases are issued through a third party, and the Hospital is responsible for payments
of principal, and interest, ranging from 0.78% - 2.49%. Capital lease obligations are
collateralized by the related equipment.
Capital lease obligations consisted of the following at December 31, 2021 and 2020:
Capital leases $ 54,467 $ 42,500 $ (22,819) $ 74,148

Less current portion (18,643) (3,931) - (22,574)
$ 35,824 $ 38,569 $ (22,819) $ 51,574
Capital leases $ 46,508 $ 23,700 $ (15,741) $ 54,467

$ 30,767 $ 20,798 $ (15,741) $ 35,824
A summary of future minimum lease principal and interest payments under capital leases as
of December 31, 2021 is as follows:

Year ending December 31:
2022 $ 22,574 822 23,396
2023 18,019 524 18,543
2024 15,779 281 16,060
2025 13,451 127 13,578
2026 4,325 17 4,342
Total minimum lease

payments $ 74,148 $ 1,771 $ 75,919
Under terms of the leases, costs associated with the maintenance and operation of the leased
equipment are the responsibility of the Hospital.
43 (Continued)
A schedule of changes in the Hospital’s other long-term obligations for 2021 and 2020 is as
follows:
January 1, December 31, Amounts due

2021 Additions Reductions 2021 within one year
Due to State of New York $ 16,977 $ 67,162 $ (46,852) $ 37,287 $ 5,217

Due to State of New York –
professional liability 138,558 1,912 (32,898) 107,572 2,658
Net pension liability (asset) 293,557 59,705 (364,861) (11,599) -
Medicare advance 80,290 - (37,516) 42,774 42,774
Accrued employee benefits 90,076 - (11,322) 78,754 56,433
$ 619,458 $ 128,779 $ (493,449) $ 254,788 $ 107,082


Net pension liability 87,884 242,507 (36,834) 293,557 -
Medicare advance - 80,290 - 80,290 44,254
Accrued employee benefits 67,189 25,091 (2,204) 90,076 54,157
$ 314,048 $ 357,246 $ (51,836) $ 619,458 $ 109,642
(6) Commitments
A summary of future minimum rental payments required under operating leases that have initial
or remaining non-cancellable lease terms in excess of one year as of December 31, 2021 is as
follows:

2022 $ 12,501
2023 12,729
2024 12,639
2025 10,612
2026 7,815
2027 - 2031 28,909
2032 - 2036 1,148
2037 - 2041 116
Total minimum required lease payments $ 86,469
44 (Continued)
Rental expense for operating leases for office space amounted to approximately $12,631 and
$11,722 in 2021 and 2020, respectively.
The Hospital has certain long-term, unconditional purchase obligations and commitments for
certain supplies. The aggregate amount of required payments under these various
commitments at December 31, 2021 is as follows:

2022 $ 7,157
2023 6,351
2024 4,300
2025 840
Total purchase obligations $ 18,648
Supplies expense for these purchase commitments amounted to approximately $7,063 and
(7) Contingencies and Litigation
In the normal course of business, medical professional and other liability claims have been
asserted against the Hospital by various claimants, and other claims may be asserted
principally arising from services provided to patients in the past.
Records related to medical professional and other liability claims and litigation are maintained
centrally by the State. All settlements in excess of insurance coverage and uninsured claims
are paid from the adjustment and claims accounts in the State. The State is contingently liable
in connection with claims and other legal actions involving the Hospital, including those
currently in litigation arising in the normal course of Hospital activities. The Hospital does
not carry professional liability insurance and, instead, the State administers these types of
cases in the same manner as all other claims against the State involving Hospital activities in
that any settlements of judgments and claims are paid by the State from an account established
for this purpose.
The Hospital and UMU, at any given time, are involved in a number of legal actions and
proceedings. A number of cases are pending against the State in the Court of Claims seeking
damages in tort or contract cases involving the Hospital. Any settlements in excess of
insurance coverage (for periods covered by insurance), and for claims after July 1, 1987
(where self-insurance is in place), including those relating to asserted and unasserted medical
professional liability claims, would be paid directly from the judgment and claims account of
the State.
45 (Continued)
The healthcare industry is subject to numerous laws and regulations of federal, state and local
governments. Compliance with these laws and regulations are subject to government review
and interpretation as well as regulatory actions. Recently, government activity has increased
with respect to investigations concerning possible violations by health care providers of fraud
and abuse statutes and regulations.
(8) Retirement Plans
The Hospital offers four state administered retirement plans: the New York State Employees’
Retirement System (“ERS”); New York State Local Police and Fire Retirement System
(PFRS); New York State Teachers’ Retirement System (“TRS”); and an Optional Retirement
Program (ORP). Obligations of employers and employees to contribute and benefits to
employees under these plans are governed by the New York State Retirement and Social
Security Law (“NYSRSSL”) and Education Law and may only be amended by the Legislature
with the Governor’s approval. As set forth in the NYSRSSL, the Comptroller of the State of
New York (“Comptroller”) serves as sole trustee and administrative head of the various plans.
The Comptroller shall adopt and may amend rules and regulations for the control of the funds.
The Hospital also administers a single-employer defined benefit plan for former employees
of CGH (CGH Plan).
New York State Employees’ Retirement System (ERS)
ERS is a cost-sharing, multiple-employer, defined benefit public plan administered by the

State Comptroller. The Hospital reports the net pension liability for employees of the
Hospital that participate in the ERS pension plan.
The plan offers a wide range of programs and benefits. ERS benefits vary based on the date
of membership, years of credited service and final average salary, vesting of retirement
benefits, death and disability benefits, and optional methods of benefit payments. ERS
provides a permanent annual cost-of-living increase to both current and future retired
members meeting certain eligibility requirements. Participating employers are required under
law to contribute to these plans at an actuarially determined rate. The ERS rate is determined
annually by the State Comptroller and the average contribution rate for the fiscal years ended
March 31, 2021 and 2020 was approximately 14.6 percent of payroll.
46 (Continued)
ERS provides retirement benefits as well as death and disability benefits through a range of
programs. For those members joining prior to January 1, 2010 benefits generally vest after
five years of credited service. For those joining after January 1, 2010, benefits generally vest
after 10 years of credited service. The NYSRSSL provides that all participating employers in
ERS are jointly and severally liable for any actuarial unfunded amounts. Such amounts are
collected through annual billings to all participating employers. Employees who joined ERS
after July 27, 1976 and before January 1, 2010 and have less than ten years of service or
membership are required to contribute 3.00% of their salary. Those joining on or after January
1, 2010 and before April 1, 2012 are required to contribute 3.50% of their annual salary for
their entire working career. Those joining on or after April 1, 2012 are required to contribute
between 3.00% and 6.00%, dependent upon their salary, for their entire working career.
Employee contributions are deducted from their salaries and remitted on a current basis to
ERS.
For ERS, the long-term expected rate of return on pension plan investments was determined
in accordance with Actuarial Standard of Practice (ASOP) No. 27, Selection of Economic
Assumptions for Measuring Pension Obligations. ASOP No. 27 provides guidance on the
selection of an appropriate assumed investment rate of return. Consideration was given to the
expected future real rates of return (expected returns, net of pension plan investment expense
and inflation) for each major asset class as well as historical investment data and plan
performance. In addition, the projection of cash flows used to determine the discount rate
assumed that contributions from plan members will be made at the current member
contribution rates and that contributions from participating employers will be made at
statutorily required rates, actuarially determined. Based on these assumptions, the fiduciary
net position was projected to be available to make all projected future benefit payments of
current plan members. Therefore, the long-term expected rate of return on pension plan
investments was applied to all periods of projected benefit payments to determine the total
pension liability. For 2021 and 2020, ERS used a discount rate of 5.9% and 6.8%, respectively.
The total contributions made to the ERS Plan during 2021 and 2020 was approximately
$44,000 and $36,000, respectively.
The Hospital recognized a net pension liability of approximately $1,100 and $294,900 for its
proportionate share of the ERS net pension liability at December 31, 2021 and 2020,
respectively. The Hospital’s proportionate share of the net pension liability was determined
consistent with the manner in which contributions to the pension plan are determined and was
based on the ratio of the Hospital’s total projected long-term contribution effort to the total
ERS projected long-term contribution effort from all employers.
47 (Continued)
The net pension liability at December 31, 2021 was measured as of March 31, 2021, and was
determined by an actuarial valuation as of April 1, 2020, with update procedures used to roll
forward the total pension liability to March 31, 2021. The net pension liability at
December 31, 2020 was measured as of March 31, 2020, and was determined by an actuarial
valuation as of April 1, 2019, with update procedures used to roll forward the total pension
liability to March 31, 2020. The proportionate share of the net pension liability for ERS was
approximately 1.11% measured at March 31, 2021 and 2020.
For the years ended December 31, 2021 and 2020, the Hospital recognized pension expense
related to ERS of approximately $19,000 and $94,000, respectively. At December 31, 2021
and 2020, the Hospital reported deferred outflows and deferred inflows of resources related
to ERS from the following sources:
2021 2020
Deferred Deferred Deferred Deferred
outflows of inflows of outflows of inflows of
resources resources resources resources
Differences between expected and

actual experience $ 13,549 $ - $ 17,357 $ -
Changes of assumptions 203,983 3,847 5,938 5,128
Net difference between projected
and actual earnings on pension
plan investments - 318,685 151,188 -
Changes in proportion and
differences between employer
contributions and proportionate
share of contributions 4,026 18,542 6,200 18,474
Hospital contributions subsequent
to the measurement date 43,517 - 36,209 -
$ 265,075 $ 341,074 $ 216,892 $ 23,602
Amounts reported as deferred outflows of resources and deferred inflows of resources related
to ERS pensions will be recognized as an offset to pension expense as follows:
2022 $ 24,482
2023 11,229
2024 20,502
2025 63,303
48 (Continued)
The actuarial valuation as of April 1, 2020, with update procedures used to roll forward the
total pension liability to March 31, 2021, and the actuarial valuation as of April 1, 2019, with
update procedures used to roll forward the total pension liability to March 31, 2020, included
the following actuarial assumptions.
Assumptions 2021 2020
Actuarial cost method Entry age normal Entry age normal
Inflation 2.7% 2.5%
Salary scale 4.4% 4.2%
Investment rate of return, 5.9% compounded 6.8% compounded

including inflation annually, net of investment annually, net of investment
expenses expenses
Cost of living adjustments 1.4% annually 1.3% annually
Decrements Developed from each Developed from each

Plan’s 2020 experience Plan’s 2015 experience
study for the period study for the period
April 1, 2015 through April 1, 2010 through
March 31, 2020 March 31, 2015
Mortality improvement Society of Actuaries Scale Society of Actuaries Scale

MP-2020 MP-2018
Discount rate 5.9% 6.8%
49 (Continued)
Best estimates of arithmetic real rates of return for each major asset class included in the ERS
target asset allocation as of March 31, 2021 and 2020 are as follows:
2021 2020
Long-term Long-term
expected expected
Target real rate of Target real rate of
Asset class allocation return* allocation return*
Domestic equities 32% 4.05% 36% 4.05%
International equities 15 6.30 14 6.15
Private equities 10 6.75 10 6.75
Real estate 9 4.95 10 4.95
Absolute return strategies - - 2 3.25
Opportunistic portfolio** 3 4.50 3 4.65
Credit 4 3.63 - -
Real assets 3 5.95 3 5.95
Bonds and mortgages 23 - 17 0.75
Cash 1 0.50 1 -
Inflation-indexed bonds - - 4 0.50
Total 100% 100%
*Real rates of return are net of a long-term inflation assumption of 2.0% and 2.5% as of March 31,
**Absolute return strategies portfolio combined with Opportunistic portfolio.
Sensitivity of the net pension liability to changes in the discount rate. The following presents
the net pension liability (asset) of the Hospital, calculated using the discount rate of 5.9% as
well as what the Hospital’s net pension liability (asset) would be if it were calculated using a
discount rate that is 1 percentage point lower (4.9%) and 1 percentage point higher (6.9%)
than the current year rate:
Current
1% decrease discount 1% increase
(4.9%) (5.9%) (6.9%)
Net pension liability (asset) $ 307,926 $ 1,109 $ (281,847)
The ERS retirement system issues a publicly available financial report that includes financial
pension plan’s fiduciary net position. The report may be obtained at
50 (Continued)
Upstate Medical University Retirement Plan for Former Employees of Community General
Hospital (CGH Plan)
The Hospital also administers a single-employer defined benefit plan, “The Upstate Medical
University Retirement Plan for Former Employees of Community General Hospital (CGH)”
(CGH Plan). This plan provides for retirement benefits for former employees of CGH, and
can be amended subject to applicable collective bargaining and employment agreements. For
those who opted out of this plan, benefit accruals were frozen. No new participants can enter
this plan. The Hospital established a Pension Oversight Committee (Committee) which has
the primary fiduciary responsibility for oversight of the CGH Plan. The Committee is
permitted to invest plan assets pursuant to various provisions of State law, including the State
Retirement and Social Security Law (RSSL).
The CGH Plan provides retirement, disability, termination and death benefits to plan
participants and their beneficiaries. Pension benefits are generally based on the highest five-
year average compensation of the final ten years of employment, and years of credited service
as outlined in the plan. Covered employees with five or more years of service are entitled to
a pension benefit beginning at normal retirement age (65). Participants with less than five
years of service are not vested. Participants become fully vested after five years of service.
The funding policy is to contribute enough to the plan to satisfy the annual required
contributions (ARC) and the employer contributions. Employees do not contribute to the Plan.
For the CGH Plan, the long-term expected rate of return on pension plan investments was
determined in accordance with Actuarial Standard of Practice (ASOP) No. 27, Selection of
Economic Assumptions for Measuring Pension Obligations. ASOP No. 27 provides guidance
on the selection of an appropriate assumed investment rate of return. Consideration was given
to the expected future real rates of return (expected returns, net of pension plan investment
expense and inflation) for each major asset class as well as historical investment data and plan
performance. The projection of cash flows used to determine the discount rate assumed that
contributions will be made at statutorily required rates, actuarially determined. Based on these
assumptions, the fiduciary net position was projected to be available to make all projected
future benefit payments of current plan members. Therefore, the long-term expected rate of
return on pension plan investments was applied to all periods of projected benefit payments
to determine the total pension liability. The CGH Plan used a discount rate of 6.50% for 2021
and 2020. The total contributions made to the CGH Plan during 2020 were approximately
$540. No contributions were made to the CGH Plan during 2021.
51 (Continued)
At December 31, 2021 and 2020, the Hospital recognized a net pension asset of $12,457 and
$2,042, respectively, based on the net pension asset as reported by the plan as follows:
2021 2020
Plan fiduciary net position $ 117,965 $ 107,045

Total pension liability 105,508 105,003
Net pension asset $ 12,457 $ 2,042
Ratio of plan fiduciary net position to total

pension liability 111.8% 101.9%
The total pension asset was measured as of January 1, 2021 and was determined by using an
actuarial valuation as of January 1, 2021. For the years ended December 31, 2021 and 2020,
the Hospital recognized pension income (expense) of approximately $4,428 and $(490)
related to the CGH Plan.
At December 31, 2021 and 2020, the Hospital reported deferred outflows and deferred inflows
of resources related to the CGH Plan from the following sources:
2021 2020

actual experience $ 55 - $ 353 $ -
Changes of assumptions - 180 - 137
plan investments - 14,144 - 9,039
to the measurement date - - 540 -
$ 55 14,324 $ 893 $ 9,176
52 (Continued)
At December 31, 2021 and 2020, approximately $0 and $540 was reported as deferred
outflows of resources resulting from the Hospital’s contributions subsequent to the
measurement date that will be recognized as an increase to the net pension asset in the year
ended December 31, 2021 and 2020, respectively. Other amounts reported as deferred
outflows of resources and deferred inflows of resources will be recognized as an offset to
pension expense as follows:
2022 $ 4,666
2023 2,620
2024 4,989
2025 1,994
Membership of the CGH Plan at January 1, 2021 totalled 1,273 members, comprised of 322
active members, 156 inactive vested members, and 795 retirees and beneficiaries currently
receiving benefits. Membership of the CGH Plan at January 1, 2020 totalled 1,306 members,
comprised of 335 active members, 180 inactive vested members, and 791 retirees and
beneficiaries currently receiving benefits. The actuarial assumptions included in the
January 1, 2021 and 2020 valuation included an inflation factor of 3.0%, projected salary
increases of 3.5% and investment rate of return of 6.5%. Mortality rates were based on the
sex-distinct Pri-2012 Mortality Tables for employees and healthy annuitants, with mortality
improvements projected using Scale MP-2020 (Scale MP-2019 for January 1, 2020) on a fully
generational basis.
Best estimates of arithmetic real rates of return for each major asset class included in the CGH
Plan’s target asset allocation as of December 31, 2021 and 2020 were as follows:
2021 2020
Long-term Long-term
Target expected real Target expected real
Asset Class allocation rate of return* allocation rate of return*
U.S. equities 50% 4.60% 50% 4.90%

Non-U.S. equities 15% 4.50% 15% 4.75%
Fixed income 30% (0.25%) 30% 0.50%
Alternative (real assets) 5% 3.75% 5% 4.00%
100% 100%
*Real rates of return are net of a long-term inflation assumption of 2.00% and 2.25% as of
December 31, 2021 and 2020, respectively.
53 (Continued)
Sensitivity of the net pension asset to changes in the discount rate: The following presents the
net pension asset calculated using the discount rate of 6.5%, as well as what the net pension
asset would be if it were calculated using a discount rate that is 1 percentage point lower
(5.5%) or 1 percentage point higher (7.5%) than the current rate:
Current
(5.5%) (6.5%) (7.5%)
Net pension asset $ 2,225 $ 12,457 $ 21,247
The CGH Plan issues a stand-alone financial report on a calendar year basis (i.e.,
December 31) that includes disclosure about the elements of the pension plan’s basic financial
statements. These financial statements are prepared on the accrual basis of accounting in
accordance with GAAP, with investments reported at fair value and benefits recognized when
due and payable in accordance with the terms of the CGH Plan. The pension plan fiduciary
net position has been determined on the same basis used by the pension plan. The schedule of
changes in the net pension liability for the CGH Plan are reflected in the Required
Supplementary Information. The pension plan financial statements may be requested at
FOIL@upstate.edu.
New York State Teachers’ Retirement System (TRS)
Hospital employees also participate in the New York State Teachers’ Retirement System
(“TRS”). At December 31, 2021 and 2020, the Hospital recognized a net pension liability
(asset) of approximately $(446) and $76, respectively, for its proportionate share of the TRS
plan. For the years ended December 31, 2021 and 2020, the Hospital recognized pension
income (expense) of approximately $38 and $(89), respectively, related to TRS.
Each retirement system issues a publicly available financial report that includes financial
statements and supplementary information. The TRS report may be obtained at
https://www.nystrs.org/Library/Publications/Annual-Reports.
New York State Police and Fire Retirement System (PFRS)
Hospital employees also participate in the New York State Police and Fire Retirement System
(“PFRS”). At December 31, 2021 and 2020, the Hospital recognized a net pension liability
of approximately $195 and $608, respectively, for its proportionate share of the PFRS
expense of approximately $43 and $164, related to PFRS.
54 (Continued)
investment provider’s employer-funded vested retirement contracts and elect participation in
55 (Continued)
Other Post-Employment Benefits (OPEB)
The State, on behalf of the Hospital, provides health insurance coverage for eligible retired
Hospital employees and their survivors as part of the New York State Health Insurance
Program (“NYSHIP”). NYSHIP offers comprehensive benefits through various providers
consisting of hospital, medical, mental health, substance abuse and prescription drug
programs. The State administers NYSHIP and has the authority under Article XI of Civil
Service Law to establish and amend the benefit provisions offered. NYSHIP is considered a
single employer defined benefit plan offered by SUNY to its participants, is not a separate
trust, and no assets are accumulated to satisfy premiums. The State’s policy is that the
State/SUNY is responsible for recording the actuarially determined liability under GASB No.
75, Accounting and Financial Reporting for Postemployment Benefits Other than Pensions
and therefore the Hospital has not recorded a liability in the accompanying financial
statements.
(9) Disclosures about Fair Value of Financial Instruments
The following methods and assumptions were used by the Hospital in estimating the fair value
of its financial instruments:
The carrying amounts reported in the balance sheet of the Hospital for cash and cash held by
the State, assets whose use is limited, accounts receivable, amounts due to/from third-party
payors, amounts due to/from State of New York, accounts payable and accrued expenses
approximate their fair value.
DASNY issues bonds on behalf of the Hospital. DASNY has numerous separate maturities
of bonds which would have to be separately valued, and, secondly, the unique circumstances
affecting the State make it impractical to estimate the fair value of bonds. Additionally,
considering the restrictive nature of the bond issuer, it is management’s opinion that such
disclosure would not enhance the usefulness of the financial statements.
56
Required Supplementary Information - Schedule of the Hospital’s
Proportionate Share of the ERS Net Pension Liability
(Unaudited)
(Amounts in millions)
2021 2020 2019 2018 2017 2016 2015
Proportion of the
net pension
liability 1.11% 1.11% 1.05% 1.00% 0.95% 0.91% 0.89%
Proportionate
share of the net
pension liability $ 1.1 $ 294.9 $ 74.5 $ 32.3 $ 89.1 $ 146.0 $ 30.3
Covered-employee
payroll $ 314.3 $ 286.8 $ 268.2 $ 245.1 $ 230.3 $ 211.9 $ 193.7
Proportionate
share of the net
pension liability
as a % of its
covered payroll 0.3% 102.8% 27.8% 13.2% 38.7% 68.9% 15.6%
Pension plan’s
fiduciary net
positon as a %
of the total
pension liability 99.9% 86.4% 96.3% 98.2% 94.7% 90.7% 97.9%
Changes in benefit terms. There were no significant legislative changes in benefits from the
April 1, 2020 and 2019 actuarial valuations.
Schedule is intended to show information for 10 years.

Additional years will be displayed as they become available.
See accompanying independent auditor’s report.
57
Required Supplementary Information - Schedule of Employer Contributions
for the ERS Plan
(Unaudited)
2021 2020 2019 2018 2017 2016 2015

Contractually required
contribution $ 43.5 $ 36.2 $ 33.9 $ 31.0 $ 32.6 $ 31.5 $ 33.1
Contributions in relation
to the contractually
required contribution $ 43.5 $ 36.2 $ 33.9 $ 31.0 $ 32.6 $ 31.5 $ 33.1
Contribution deficiency - - - - - - -
Covered-employee
payroll for fiscal year
ended June 30 $314.3 $ 286.8 $ 268.2 $ 245.1 $ 230.3 $ 211.9 $ 193.7
Contribution as a
percentage of
covered-employee
payroll 13.8% 12.6% 12.6% 12.6% 14.2% 15.4% 16.5%

58
Required Supplementary Information - Schedule of Changes in the Net Pension

Liability and Related Ratios for the CGH Plan
(Unaudited)
2021 2020 2019 2018 2017 2016 2015

Total pension liability:
Service cost $ 0.5 $ 0.5 $ 0.6 $ 0.6 $ 0.7 $ 0.8 $ 0.9
Interest 6.7 6.7 6.7 6.6 6.6 6.5 5.9
Changes of assumptions (0.5) (0.4) (0.3) (0.7) (1.4) - 5.8
Difference between expected
and actual experience 0.1 0.9 0.6 1.8 0.3 1.1 0.4
Benefit payments (6.3) (9.6) (5.8) (9.2) (4.9) (7.0) (3.8)
Net change in total
pension liability 0.5 (1.9) 1.8 (0.9) 1.3 1.4 9.2
Total pension liability,
beginning 104.9 106.8 105.0 105.9 104.6 103.2 94.0
ending (a) 105.4 104.9 106.8 105.0 105.9 104.6 103.2
Plan fiduciary net position:
Employer contributions 0.5 2.5 1.1 2.0 2.8 2.0 3.5
Net investment income (loss) 16.8 20.8 (5.2) 15.6 7.4 (0.7) 5.9
Administrative expenses (0.1) (0.2) (0.2) (0.2) (0.1) (0.2) (0.1)
Net change in Plan
fiduciary net position 10.9 13.5 (10.1) 8.2 5.2 (5.9) 5.5
Plan fiduciary net position,
beginning 107.0 93.5 103.6 95.4 90.2 96.1 90.6
ending (b) 117.9 107.0 93.5 103.6 95.4 90.2 96.1
Net pension (asset) liability,
ending (a) - (b) $ (12.5) $ (2.1) $ 13.3 $ 1.4 $ 10.5 $ 14.4 $ 7.1
Ratio of Plan fiduciary net
position to total pension
liability 111.8% 102.0% 87.6% 98.6% 90.1% 86.3% 93.0%
Covered-employee payroll $ 22.9 $ 23.3 $ 24.3 $ 25.5 $ 27.3 $ 29.9 $ 33.6
Net pension (asset) liability
as a percentage of
covered-employee payroll -54.5% -9.0% 54.8% 5.7% 38.4% 48.0% 21.3%

59
Required Supplementary Information - Schedule of Employer Contributions for the CGH Plan
(Unaudited)
2020 2019 2018 2017 2016 2015 2014 2013 2012 2011
Actuarially determined
contribution (1) $ 0.5 $ 2.5 $ 1.1 $ 2.0 $ 2.6 $ 1.9 $ 1.5 $ 2.6 $ 3.0 $ 1.2
Contributions in relation to
the actuarial determined
contribution (2) 0.5 2.5 1.1 2.0 2.8 2.0 3.0 2.6 3.0 1.2
Contribution excess $ - $ - $ - $ - $ 0.2 $ 0.1 $ 1.5 $ - $ - $ -
Covered-employee
payroll (3) $ 22.9 $ 23.3 $ 24.3 $ 25.5 $ 27.3 $ 29.9 $ 33.6 $ 36.0 $ 16.0 ** 21.9 *
Contribution as a percentage
of covered-employee
payroll 2.36% 10.51% 4.66% 7.92% 10.24% 6.76% 9.02% 7.14% 18.57% 5.44%
* Period from January 1, 2011 through July 6, 2011

** Period from July 7, 2011 through December 31, 2011
(1) The actuarially determined contribution includes normal costs, adjustments made to record the
reconciliation of projected salary to actual salary and miscellaneous accounting adjustments.
(2) The contributions in relation to the actuarially determined contribution reflects actual payments.
(3) Covered-employee payroll represents pensionable payroll at the end of each Plan year. It is not
practicable to obtain covered employee payroll amounts at the end of each fiscal year.
60
Required Supplementary Information - Notes to Required Supplementary Information
for the CGH Plan
(Unaudited)
Changes in benefit terms. There were no significant legislative changes in benefits for the
January 1, 2021 actuarial valuation.
Changes in assumptions. The actuarial assumptions for the mortality basis used for the January 1,
2021 actuarial valuation were changed from the Pri-2012 Mortality Tables, by gender, with fully
generational improvements using Scale MP-2019 to the Pri-2012 Mortality Tables, by gender, with
fully generational improvements using Scale MP-2020.
Methods and assumptions used in calculations of actuarially determined contributions. The

January 1, 2021 actuarial valuation determines the employer rates for contributions payable in
2021. The following actuarial methods and assumptions were used:
Amortization method Level dollar, 20 year closed
Remaining amortization period 10.5 years
Asset valuation method Market value
Inflation 3.0%
Compensation 3.5% increases, limited to a maximum of

$285,000
Investment rate of return 6.5%
Termination 1992 Vaughn Select and Ultimate Table
61
SITE INFORMATION
Alternate contact: Ms. Marylin Galimi, Chief Operating Officer, SUNY Upstate Medical
University
Email address: galimim@upstate.edu
Type of Application: Establishment Construction Administrative Limited
Total Project Cost: $2,000
Operator Information:
• Operator: University Hospital SUNY Health Science Center (438 beds), 750 East Adams Street,
Syracuse (Onondaga County), New York 13210; PFI No. 0635.
Project Site Information:

Hospital: Crouse Hospital, 736 Irving Avenue, Syracuse (Onondaga County), New York 13210, PFI
0636 t/b/k/a Upstate Crouse Hospital;
Hospital: Crouse Hospital – Commonwealth Division, 6010 East Molloy Road, Syracuse (Onondaga
County), New York 13211, PFI 9059 t/b/k/a Upstate Crouse Inpatient Addiction Treatment Services.
Site Proposal Summary (maximum of 1,000 characters):

University Hospital SUNY Health Science Center (UH), a department of SUNY Upstate Medical
University), a medical campus of The State University of New York, is submitting this Construction-
Only Certificate of Need Application to the New York State Department of Health seeking approval to
certify Crouse Health Hospital, Inc., d/b/a Crouse Hospital (CHH) and Crouse Hospital-
Commonwealth Division (Commonwealth) as divisions of UH through an Asset Purchase Agreement.
UH will also assume operations of CHH’s existing extension clinics.
Modify Name/Address:
• The 465-bed CHH campus, which is located at 736 Irving Avenue, Syracuse (Onondaga
County), New York 13210, will be named Upstate Crouse Hospital.
• The 40-bed Commonwealth campus, which is located at 6010 East Molloy Road, Syracuse
(Onondaga County), New York 13211 will be named Upstate Crouse Inpatient Addiction
Treatment Services.
Beds:
Please provide table of existing and proposed bed numbers (similar to Schedule 16/17).
CROUSE HOSPITAL
Current Proposed
INTENSIVE CARE 02 29 29
MATERNITY 05 53 53
MEDICAL/SURGICAL 01 295 295
NEONATAL CONTINUING CARE 27 7 7
NEONATAL INTENSIVE CARE 28 41 41
1
NEONATAL INTERMEDIATE CARE 29 9 9
PEDIATRIC 04 31 31
TOTAL 465 465
CROUSE HOSPITAL – COMMONWEALTH DIVISION

Current Proposed
CHEMICAL DEPENDENCE-REHAB * 13 40 40
TOTAL 40 40
Services:
Please provide table of existing and proposed services (similar to Schedule 16/17).
CROUSE HOSPITAL
Category Current Add Remove Proposed
Ambulatory Surgery - Multi
Yes Yes
Specialty
Cardiac Catheterization - Adult
Yes Yes
Diagnostic
Cardiac Catheterization -
Yes Yes
Electrophysiology (EP)
Yes Yes
Pediatric Diagnostic
Percutaneous Coronary Yes Yes
Intervention (PCI)
Chemical Dependence -
Yes Yes
Rehabilitation O/P
Yes Yes
Withdrawal O/P
Dental O/P Yes Yes
Emergency Department Yes Yes
Medical Services - Other
Yes Yes
Medical Specialties
Medical Services - Primary
Yes Yes
Care
Methadone Maintenance O/P Yes Yes
Renal Dialysis - Acute Yes Yes
Therapy-Occupational O/P Yes Yes
Therapy – Physical O/P Yes Yes
2
CROUSE HOSPITAL – COMMONWEALTH DIVISION
Category Current Add Remove Proposed
Yes Yes
Rehabilitation
Remove Site:
N/A
3
Crouse Hospital
Supplemental CON Schedules 13B, 13C and 13D
Crouse Hospital
Crouse Hospital t/b/k/a Upstate Crouse Hospital
A B C D
(2023) (2025)
3. Registered Nurse 639.1 664.9 675.8
6. Physicians 127.6 126.7 128.9
17. Clerical & Other Administrative 32.7 32.4 33.0
From current payroll information. In response to a Department request, a stand-alone set of CON Schedules 13B, 13C,
13D, 16D and 16E for Crouse are being submitted to supplement the original CON Application submission, which has
Current Year representing UH alone and Year 1 and Year 3 projections for UH operating as a four-(4)-campus hospital; in
other words, following closing on the transaction. Please refer to the Financial Narrative submitted with the original CON
Application for a discussion of the methodology used in creating CON Schedules 13 and 16.

(06/2020)
Total Project or Subproject Number Expense and revenue schedules represent Crouse Operations,
including the activities of Crouse Medical Practice, PLLC (“PLLC”)
Table 13C - 1
a b c
Budget Budget
1a. FTEs 2,294.0 2,339.0 2,378.0
6. Utilities $4,387,959 $5,716,493 $6,707,331
9. Subtotal (total 1-8) $463,427,626 $482,276,285 $512,804,659
13. Total Operating Costs $492,243,182 $512,395,723 $543,809,908
DOH
*State155-D
FTEs incl. House Staff (Current Year)
(06/2020)
Schedule 13C 1
Crouse Hospital
Table 13C - 2
a b c
Budget Budget
1a. FTEs 1,185.4 1,208.7 1,228.8
6. Utilities $2,267,452 $2,953,964 $3,465,974
9. Subtotal (total 1-8) $239,473,468 $249,213,401 $264,988,756
13. Total Inpatient Operating Costs $254,363,735 $264,777,441 $281,010,535
Table 13C - 3
a b c
Budget Budget
1a. FTEs 1,108.6 1,130.3 1,149.2
5. Non-med., non-surg. Supplies $967,605 $1,260,565 $1,479,058
6. Utilities $2,120,507 $2,762,529 $3,241,358
9. Subtotal (total 1-8) $223,954,157 $233,062,884 $247,815,903
Any approval of this application is not to be construed as an approval of any of the above indicated current or
projected operating costs. Reimbursement of any such costs shall be in accordance with and subject to the
provisions of Part 86 of 10 NYCRR. Approval of this application does not assure reimbursement of any of the
DOH 155-D
(06/2020) Schedule 13C 2
Crouse Hospital
Table 13D - 1
a b c
Current Year* Revenue Revenue
Categories
2021 Budget (2023) Budget (2025)
1. Inpatient Services $513,802,067 $554,789,251 $613,016,103
2. Outpatient Services $479,774,762 $518,274,478 $573,814,068
4. Total Gross Patient Care Services Rendered $993,576,829 $1,073,063,728 $1,186,830,170
5. Deductions from Revenue ($555,257,320) ($599,783,545) ($672,307,433)
6. Net Patient Care Services Revenue $438,319,509 $473,280,183 $514,522,737
DSH* $2,861,848 $20,361,848 $20,361,848
340B Contract Pharmacy $0 $0 $0
Retail Pharmacy $0 $0 $0
Other* $28,450,629 $13,578,450 $14,491,193
8. Total Operating Revenue (Total 1-7) $469,631,986 $507,220,481 $549,375,778

9. Non-Operating Revenue $112,600,783 $72,000 $72,000
10. Total Project Revenue $582,232,769 $507,292,481 $549,447,778
* Note: Includes small change in allocation of DSH and Other Operating Revenue for Crouse in Year 1 and Year 3.
The total of the two lines does not change from the original submission relateive to Crouse DSH payments.
DOH 155-D
(06/2020) Schedule 13D 1
Table 13D – 2A
checkbox.
Crouse Hospital
Days or dis- (B) Day or dis- Days or dis- (D) Day or dis- Days or dis- (F) Days or dis-
charges Dollars ($) charge charges Dollars ($) charge charges Dollars ($) charges
(B)/(A) (D)/(C) (F)/(E)
Commercial Fee for
5,644 $78,706,474 $13,945 6,006 $83,497,187 $13,901 6,205 $90,262,306 $14,546
Service
Managed
218 $3,404,141 $15,623 232 $3,611,344 $15,574 240 $3,929,067 $16,381
Care
Medicare Fee for
4,119 $52,826,881 $12,826 4,383 $56,042,353 $12,786 4,358 $55,866,638 $12,819
Service
Managed
3,179 $52,435,480 $16,495 3,383 $55,627,128 $16,444 3,441 $57,715,861 $16,774
Care
Medicaid Fee for
1,027 $10,799,244 $10,517 1,093 $11,456,573 $10,484 1,111 $11,652,538 $10,484
Service
Managed
5,106 $60,242,459 $11,798 5,434 $63,909,303 $11,761 5,527 $66,309,022 $11,998
Care
Private Pay 179 $390,766 $2,179 191 $414,551 $2,172 194 $421,642 $2,172
OASAS
OMH
Charity Care ($1,527,676) ($784,065) ($827,594)
Bad Debt ($4,186,938) ($5,023,821) ($5,302,737)
All Other 1,746 $23,587,889 $13,509 1,858 $24,997,763 $13,453 1,890 $24,541,378 $12,985
Total 21,218 $276,678,719 $13,040 22,580 $293,748,317 $13,009 22,966 $304,568,120 $13,262
Note: Charity Care and Bad Debt now appear on correct lines. Original submission had them transposed. No change in total amount for the two lines.
Note: Revised schedule had 388 fewer Year 3 Crouse discharges and 1,959 fewer Year 3 Crouse days than the original submission.
DOH 155-D
(06/2020) Schedule 13D 2
Table 13D – 2B Crouse Hospital
(A) (C) (E)
Managed Care 4,015 $2,881,958 $718 4,103 $3,004,041 $732 7,186 $5,003,512 $696
Managed Care 76,112 $29,144,189 $383 77,786 $30,378,765 $391 87,137 $34,428,936 $395
Managed Care 130,733 $18,491,468 $141 133,609 $19,274,784 $144 147,564 $21,741,748 $147
Private Pay 10,201 $881,773 $86 10,426 $919,126 $88 11,395 $1,092,501 $96
OASAS
OMH
Charity Care ($892,496) ($1,082,948) ($1,143,071)
Bad Debt ($2,446,086) ($4,278,179) ($4,515,697)
All Other 42,126 $12,006,215 $285 43,053 $25,439,746 $591 47,249 $29,935,917 $634
TOTAL 453,747 $161,640,790 $356 463,729 $179,531,867 $387 517,680 $209,954,618 $406

$438,319,510 $473,280,184 $514,522,738
Outpatient Services
Note: Bad Debt and Charity Care now appear on the correct lines. Original submission had them transposed.
DOH 155-D
(06/2020) Schedule 13D 3
Crouse Hospital
University Hospital
Schedule 13 B. Staffing University Hospital

A B C D
(2023) (2025)
6. Physicians 0.6 0.6 0.6
From current payroll information. In response to a Department request, this stand-alone set of CON Schedules 13B, 13C,
13D, 16D and 16E for UH are being submitted to supplement the original CON Application, which has Current Year
representing UH alone and Year 1 and Year 3 projections for UH operating as a four-(4)-campus hospital; in other words,
following closing on the transaction. Please refer to the Financial Narrative submitted with the original CON Application
for a discussion of the methodology used in creating CON Schedules 13 and 16.

(06/2020)
Total Project or Subproject Number University Hospital
Table 13C - 1
a b c
Budget Budget
1a. FTEs 6,267.0 6,267.0 6,267.0
6. Utilities $8,368,990 $8,368,990 $8,368,990
9. Subtotal (total 1-8) $1,335,373,719 $1,335,373,719 $1,335,373,719
DOH 155-D
(06/2020)
Schedule 13C 1
University Hospital
Table 13C - 2
a b c
Budget Budget
1a. FTEs 3,940.4 4,225.2 4,225.2
6. Utilities $5,261,969 $5,261,969 $5,261,969
9. Subtotal (total 1-8) $839,610,965 $839,610,965 $839,610,965
University Hospital
Table 13C - 3
a b c
Budget Budget
1a. FTEs 2,326.6 2,326.6 2,326.6
6. Utilities $3,107,021 $3,107,021 $3,107,021
9. Subtotal (total 1-8) $495,762,754 $495,762,754 $495,762,754
63%
DOH 155-D
(06/2020) Schedule 13C 2
University Hospital
Table 13D - 1
a b c
Categories
2021 Budget (2023) Budget (2025)
DSH $209,222,013 $209,222,013 $209,222,013
Retail Pharmacy $106,268,753 $106,268,753 $106,268,753
Other $78,033,000 $78,033,000 $78,033,000

9. Non-Operating Revenue $0 $0 $0
DOH 155-D
(06/2020) Schedule 13D 1
Table 13D – 2A
checkbox.
University Hospital
Commercial Fee for

4,561 $113,847,788 $24,961 4,561 $113,847,788 $24,961 4,561 $113,847,788 $24,961
Service
Managed
2,853 $77,212,566 $27,068 2,853 $77,212,566 $27,068 2,853 $77,212,566 $27,068
Care
Medicare Fee for
6,922 $127,879,415 $18,474 6,922 $127,879,415 $18,474 6,922 $127,879,415 $18,474
Service
Managed
6,528 $119,478,237 $18,302 6,528 $119,478,237 $18,302 6,528 $119,478,237 $18,302
Care
Medicaid Fee for
1,256 $18,169,993 $14,463 1,256 $18,169,993 $14,463 1,256 $18,169,993 $14,463
Service
Managed
9,550 $120,559,424 $12,624 9,550 $120,559,424 $12,624 9,550 $120,559,424 $12,624
Care
Private Pay 293 $377,431 $1,289 293 $377,431 $1,289 293 $377,431 $1,289
OASAS
OMH
Charity Care
Bad Debt
All Other 1,843 $38,000,084 $20,620 1,843 $38,000,084 $20,620 1,843 $38,000,084 $20,620
Total 33,806 $615,524,937 $18,208 33,806 $615,524,937 $18,208 33,806 $615,524,937 $18,208
DOH 155-D
(06/2020) Schedule 13D 2
Table 13D – 2B University Hospital
(A) (C) (E)
Managed Care 113,156 $64,624,189 $571 113,156 $64,624,189 $571 113,156 $64,624,189 $571
Managed Care 169,036 $55,322,529 $327 169,036 $55,322,529 $327 169,036 $55,322,529 $327
Managed Care 205,505 $47,609,261 $232 205,505 $47,609,261 $232 205,505 $47,609,261 $232
Private Pay 11,206 $4,515,868 $403 11,206 $4,515,868 $403 11,206 $4,515,868 $403
OASAS
OMH
Charity Care
Bad Debt
All Other 54,106 $21,786,007 $403 54,106 $21,786,007 $403 54,106 $21,786,007 $403
TOTAL 935,353 $363,447,299 $389 935,353 $363,447,299 $389 935,353 $363,447,299 $389

$978,972,237 $978,972,236 $978,972,236
Outpatient Services
DOH 155-D
(06/2020) Schedule 13D 3
Crouse Hospital
Consolidated UH and Crouse Hospital

Consolidated UH and Crouse
A B C D
(2023) (2025)
6. Physicians 128.2 127.3 129.5
9. Nurse Practitioners 160.9 160.6 161.4
From current payroll information. In response to a Department request, three (3) stand-alone sets of CON Schedules 13B,
13C, 13D, 16D and 16E for UH, Crouse, and Consolidated UH and Crouse are being submitted to supplement the original
CON Application schedules, which has Current Year representing UH alone and Year 1 and Year 3 projections for UH
operating as a four-(4)-campus hospital; in other words, following closing on the transaction. This set is the Consolidated
presentation. Please refer to the Financial Narrative submitted with the original CON Application for a discussion of the
methodology used in creating CON Schedules 13 and 16.

(06/2020)
Total Project or Subproject Number Consolidated UH and Crouse
Table 13C - 1
a b c
Budget Budget
1a. FTEs 8,561.0 9,157.1 9,196.1
6. Utilities $12,756,949 $14,085,483 $15,076,321
9. Subtotal (total 1-8) $1,798,801,345 $1,817,650,004 $1,848,178,378
*State FTEs incl. House Staff (Current Year)
DOH 155-D
(06/2020)
Schedule 13C 1

Table 13C - 2
a b c
Budget Budget
1a. FTEs 5,125.8 5,433.8 5,454.0
6. Utilities $7,529,421 $8,215,933 $8,727,943
9. Subtotal (total 1-8) $1,079,084,434 $1,088,824,366 $1,104,599,722
13. Total Inpatient Operating Costs $1,142,022,271 $1,152,435,977 $1,168,669,071
Table 13C - 3
a b c
Budget Budget
1a. FTEs 3,435.2 3,457.0 3,475.8
6. Utilities $5,227,528 $5,869,550 $6,348,378
9. Subtotal (total 1-8) $719,716,911 $728,825,638 $743,578,656
DOH 155-D
(06/2020) Schedule 13C 2
Table 13D - 1
a b c
Current Year*
2021
5. Deductions from Revenue -$4,337,335,974 -$4,381,862,199 -$4,454,386,087
6. Net Patient Care Services Revenue $1,417,291,746 $1,452,252,420 $1,493,494,974
DSH $212,083,861 $229,583,861 $229,583,861
Retail Pharmacy $106,268,753 $106,268,753 $106,268,753
Other $106,483,629 $91,611,450 $92,524,193

DOH 155-D
(06/2020) Schedule 13D 1
Table 13D – 2A
checkbox.
(B)/(A) (D)/(C) (F)/(E)
Commercial Fee for
10,205 $192,554,261 $18,868 10,567 $197,344,975 $18,675 10,766 $204,110,093 $18,958
Service
Managed
3,070 $80,616,706 $26,256 3,084 $80,823,910 $26,204 3,092 $81,141,633 $26,239
Care
Medicare Fee for
11,041 $180,706,296 $16,367 11,305 $183,921,768 $16,268 11,280 $183,746,053 $16,289
Service
Managed
9,707 $171,913,717 $17,710 9,911 $175,105,365 $17,668 9,969 $177,194,097 $17,775
Care
Medicaid Fee for
2,283 $28,969,237 $12,688 2,349 $29,626,566 $12,612 2,368 $29,822,531 $12,595
Service
Managed
14,656 $180,801,883 $12,336 14,984 $184,468,727 $12,311 15,077 $186,868,445 $12,394
Care
Private Pay 472 $768,197 $1,627 484 $791,982 $1,638 487 $799,073 $1,641
OASAS
OMH
Charity Care ($1,527,676) ($784,065) ($827,594)
Bad Debt ($4,186,938) ($5,023,821) ($5,302,737)
All Other 3,589 $61,587,973 $17,161 3,701 $62,997,848 $17,022 3,733 $62,541,462 $16,755
Total 55,024 $892,203,656 $16,215 56,386 $909,273,254 $16,126 56,772 $920,093,057 $16,207
DOH 155-D
(06/2020) Schedule 13D 2
Table 13D – 2B
Visits (V) or Procedures (P) Consolidated UH and Crouse
(A) (C) (E)
Managed Care 117,171 $67,506,147 $576 117,259 $67,628,229 $577 120,342 $69,627,701 $579
Managed Care 245,148 $84,466,718 $345 246,822 $85,701,294 $347 256,174 $89,751,465 $350
Managed Care 336,238 $66,100,729 $197 339,115 $66,884,046 $197 353,069 $69,351,009 $196
Private Pay 21,407 $5,397,642 $252 21,631 $5,434,994 $251 22,600 $5,608,370 $248
OASAS
OMH
Charity Care ($892,496) ($1,082,948) ($1,143,071)
Bad Debt ($2,446,086) ($4,278,179) ($4,515,697)
All Other 96,232 $33,792,222 $351 97,159 $47,225,753 $486 101,354 $51,721,923 $510
TOTAL 1,389,100 $525,088,089 $378 1,399,082 $542,979,166 $388 1,453,033 $573,401,917 $395

$1,417,291,746 $1,452,252,420 $1,493,494,974
Outpatient Services
DOH 155-D
(06/2020) Schedule 13D 3
Crouse Hospital
Supplemental CON Schedules 16D and 16E
Crouse Hospital
Crouse Hospital
a b d f
MEDICAL SERVICES - PRIMARY CARE - - -
MEDICAL SERVICES - OTHER MEDICAL SPECIALTIES - - -
AMBULATORY SURGERY - - -
SINGLE SPECIALTY - GASTROENTEROLOGY 979 1,001 1,117
SINGLE SPECIALTY - OPHTHALMOLOGY 1,417 1,448 1,617
SINGLE SPECIALTY - OTHER - - -
MULTI-SPECIALTY 7,309 7,470 8,339
CARDIAC CATHETERIZATION - - -
ADULT DIAGNOSTIC 1,541 1,575 1,758
ELECTROPHYSIOLOGY 389 398 444
PEDIATRIC DIAGNOSTIC 60 61 68
PEDIATRIC INTERVENTIONAL ELECTIVE 1 1 1
PERCUTANEOUS CORONARY INTERVENTION (PCI) 402 411 459
CERTIFIED MENTAL HEALTH O/P - - -
CHEMICAL DEPENDENCE - REHAB 22,694 23,193 25,892
CHEMICAL DEPENDENCE - WITHDRAWAL O/P - - -
CLINIC PART-TIME SERVICES - - -
CLINIC SCHOOL-BASED SERVICES - - -
CLINIC SCHOOL-BASED DENTAL PROGRAM - - -
COMPREHENSIVE EPILEPSY CENTER - - -
COMPREHENSIVE PSYCH EMERGENCY PROGRAM - - -
DENTAL - - -
HOME PERITONEAL DIALYSIS TRAINING & SUPPORT - - -
HOME HEMODIALYSIS TRAINING & SUPPORT - - -
INTEGRATED SERVICES - MENTAL HEALTH - - -
INTEGRATED SERVICES - SUBSTANCE USE DISORDER - - -

LITHOTRIPSY - - -
METHADONE MAINTENANCE O/P 340,184 347,668 388,116
RADIOLOGY-THERAPEUTIC - - -
RENAL DIALYSIS, CHRONIC 1,285 1,313 1,466
- - -
- - -
OTHER SERVICES - - -
PT/ST/OT 17,887 18,281 20,407
- -
- -
Total 453,747 463,729 517,680
DOH 155-D
(06/2018) Schedule 16D 1
Crouse Hospital
University Hospital
University Hospital
a b d f
SINGLE SPECIALTY - OPHTHALMOLOGY 828 828 828
MULTI-SPECIALTY - 0 0
ADULT DIAGNOSTIC 661 661 661
CHEMICAL DEPENDENCE - REHAB - 0 0
DENTAL 6,252 6,252 6,252
LITHOTRIPSY - 0 0
METHADONE MAINTENANCE O/P - 0 0
RENAL DIALYSIS, CHRONIC - 0 0
0 0
0 0
OTHER SERVICES 311,777 311,777 311,777
PT/ST/OT 0 0
Total 935,353 935,353 935,353

DOH 155-D
(06/2018) Schedule 16D 1
Crouse Hospital


a b d f
DENTAL 6,252 6,252 6,252

LITHOTRIPSY - - -
- - -
- - -
OTHER SERVICES 311,777 311,777 311,777
PT/ST/OT 17,887 18,281 20,407
- - -
- - -
Total 1,389,100 1,399,082 1,453,033
DOH 155-D
(06/2018) Schedule 16D 1
Schedule 3A: General Instructions and Definitions for Legal Schedules

This schedule applies to all Establishment Applications (including combined Establishment and
Construction) and some Administrative Applications.
Definitions
1. “PHL” refers to the New York State Public Health Law.
2. “SSL” refers to the New York State Social Services Law.
3. “10 NYCRR” refers to Title 10 (Health) of the Official Compilation of the Codes, Rules and
Regulations of the State of New York.
4. “Department” refers to the New York State Department of Health.
5. “Commissioner” refers to the Commissioner of the Department.
6. “Article 28” refers to Article 28 of the PHL, which governs general hospitals, nursing homes,
diagnostic and treatment centers, and midwifery birth centers.
7. “Article 36” refers to Article 36 of the PHL, which governs certified home health agencies and long
term home health care programs.
8. “Article 40” refers to Article 40 of the PHL, which governs hospices.
9. “Article 44” refers to Article 44 of the PHL, which governs health maintenance organizations.
10. “Article 7” refers to Article 7 of the SSL, which governs adult homes, enriched housing programs
and residences for adults.
11. “Facility” refers to all types of facilities, institutions, agencies or other entities regulated under
Articles 7, 28, 36, 40, or 44.
12. “ESRD” refers to an Article 28 Diagnostic and Treatment Center that provides dialysis services to
people with End Stage Renal Disease.
General Instructions
1. Unless otherwise specifically indicated, the required paper copies of legal documentation submitted
should be photocopies of fully executed original documents and not the originals themselves. The
electronic copies of legal documents should be legible scanned images in PDF format of fully
executed original documents.
2. Whenever a requested legal document has been amended, modified, or restated, all
amendment(s), modification(s) and/or restatement(s) should also be submitted.
3. Attachments to legal schedules should be numbered sequentially for each particular schedule. The
list of attachments should be completed for each required schedule, with either the number of the
attachment or a check in the “Not Applicable” column. In instances where the “Not Applicable”
option is not offered, inclusion of the documentation is mandatory.
NOTE: If you believe this submission contains information which may be excepted from
disclosure pursuant to a FOIL request, you may so indicate to the NYSDOH and if so, must
identify those sections of the submission. DOH will review your claim and make a determination
in the event a FOIL request is received.
DOH 155-A Schedule 3A 1

(06/2020)
Schedule 3B – Basic Legal Information and Documentation

This schedule was not specifically designed for Construction-Only CON Applications or for Public
facilities. Nonetheless, the applicant has made a best-faith effort in completing the schedule.
Instructions
1. The following applicants must complete Part I in its entirety:
a. Article 28 applicants seeking establishment or combined establishment and construction
approval.
b. Article 36 applicants seeking establishment approval.
c. Article 40 applicants seeking establishment approval.
2. The appropriate section of Part II must also be completed, depending on the applicant’s type of
legal entity, as follows:
a. Applicants that are sole proprietors must complete Section A.
b. Applicants that are general partnerships must complete Section B.
c. Applicants that are registered limited liability partnerships must complete Section C.
d. Applicants that are not-for-profit corporations must complete Section D.
e. Applicants that are business corporations must complete Section E
f. Applicants that are limited liability companies must complete Section F.
3. All Article 28 applicants must complete Part III in its entirety.
I. All Applicants
A. Is the name of the facility different from the name of the applicant’s legal entity?
Yes No
The Applicant, University Hospital SUNY Health Science Center (University Hospital, or “UH”), Operating
Certificate No. 3302007H and PFI No. 0635, is a 438-bed public hospital operated as a department of SUNY
Upstate Medical University (Upstate), a medical campus of The State University of New York (SUNY).
If Yes, submit the Certificate of Assumed Name. Attachment #N/A
B. Is the applicant a natural person? Yes No

If No, type of legal entity:
Sole Proprietor (See II.A. below)
General Partnership (See II.B below)
DOH 155-A Schedule 3B 1

(06/2020)
Registered Limited Liability Partnership (See II.C below)

Not-for-Profit Corporation (See II.D below)
Business Corporation (See II.E below)
Limited Liability Company (See II.F below)
Other, specify Public Hospital
C. For Article 36 and Article 28 ESRD-exclusive applicants only: Does the applicant have any
partners, members or stockholders that are not natural persons? Yes No N/A
If Yes, the applicant must comply with the requirements of PHL 3611 or PHL 2801-a(15), as
applicable.
D. For Article 36 and Article 28 ESRD-exclusive business corporations only: Is the corporation
publicly traded? Yes No N/A
If Yes, submit the most recently filed Securities Exchange Commission Form 10K.
Attachment #N/A
E. Submit documentation of how the applicant has or will obtain site control. Lease agreements for
Article 28 facilities, and for hospice residences and the inpatient components of Article 40
facilities, must contain the language set forth in 10 NYCRR 600.2(d) or 790.2(d), respectively.
Attachment #Schedule 1 Attachment
F. Are any of the directors or owners (partners, stockholders or members) of the applicant
physicians who are in a position to make referrals to the facility? Yes No X
If Yes, submit a signed statement that the proposed financial/referral structure has been
assessed in light of anti-kickback and self-referral laws, with the consultation of legal counsel,
and it is concluded that proceeding with the proposal is appropriate.
Attachment #N/A
G. Submit an organizational chart showing the applicant’s legal structure.

H. Does the applicant intend to enter into any agreement(s) involving the management,
administrative, billing and/or consulting services for the facility, including, but not limited to,
operational policies? Yes No
N.B.: Only Article 28 facilities licensed as general hospitals may enter into a management
contract to permit an outside entity to manage the day-to-day operations of an entire facility or a
defined patient care unit of the facility. These management contracts must meet the
requirements of 10 NYCRR 405.3(f). For Article 28 facilities that will be operated by a Limited
Liability Company or a Business Corporation with a Limited Liability Company Shareholder that
have non-member managers overseeing the management of the Limited Liability Company,
refer to the requirements for Operating Agreements included in Schedule 14--Additional Legal
Information for Article 28 entities in Schedule 14A for Business Corporation and Schedule 14B
for Limited Liability Companies.
If Yes, submit the proposed agreement(s) and the remaining questions in this part I.
Attachment #N/A

(06/2020)
If No, skip to Part II as applicable.
I. Has the proposed management entity previously received establishment approval under either
Article 7, 28, 36 or 40 of the PHL? Yes No N/A
J. Enter on the following chart, or upload as an attachment, the addresses of the facilities/agencies
owned, operated or managed by the proposed management entity and the time period that each
was owned, operated or managed by the proposed management entity. Include out-of-state
entities. Attachment #N/A
Time Period
Facility Name Type of Facility Facility Address
Owned or Managed
K. For each facility named in Question J above, documentation must be submitted reflecting its
current and past compliance with the applicable regulations in the state in which it operates.
This information is required for the most recent ten-year period, or for the period it was owned,
operated or managed by the proposed management entity, whichever is less. See Schedule 2D
for instructions on how to acquire this documentation.
L. Has the proposed management entity been the subject of an administrative action related to the
ownership, operation or management of any health care facility or agency?
Yes No N/A
If Yes, provide further details regarding the administrative action in the space below, or upload
as an attachment. Attachment #
N/A
M. Are there any criminal actions pending against the proposed management entity?
Yes No N/A
If Yes, provide further details regarding the criminal action in the space below, or upload as an
attachment. Attachment #
N/A
N. Are there now or have there been any civil or administrative actions initiated by either the
Medicare or Medicaid programs against the proposed management entity?
Yes No N/A
N/A
N.B.: All principals, officers, directors, proprietors, members and shareholders of a proposed
management entity must submit Schedule 2. Refer to Schedule 2 instructions.
(06/2020)
II. Additional Documentation Depending on Type of Legal Entity

Submit the following legal documentation as applicable for the applicant’s type of legal entity.
A. Sole Proprietors N/A

1. Name of Individual Proprietor:
2. Certificate of Doing Business: Attachment #

3. Schedules 2A and 2B
B. General Partnerships N/A

1. On the following chart, or uploaded as an attachment, list the partners, partnership interest
and percentage ownership for each partner: Attachment #
Percentage
Partner Name Partnership Interest
Ownership
2. Partnership Agreement: Attachment #

3. Certificate of Assumed Name: Attachment #
4. Schedules 2A and 2B for each partner
N.B. Partnership agreements for Article 28, Article 36 and Article 40 applicants must contain the
language set forth in 10 NYCRR 600.1(b)(5)(ii), 760.2 (c)(2) or 790.1 (c)(2), respectively.
C. Registered Limited Liability Partnerships N/A

Percentage
Ownership

4. Certificate of Registration: Attachment #
5. Schedules 2A and 2B for each partner.
N.B. Partnership agreements for Article 28, Article 36 and Article 40 applicants must contain
the language set forth in 10 NYCRR 600.1(b)(5)(ii), 760.2 (c)(2) or 790.1 (c)(2), respectively.

(06/2020)
D. Not-for-Profit Corporations N/A

1. Does the corporation have any members? Yes No
If Yes, list the names of the members below, or upload as an attachment. Attachment #
2. On the following chart, or uploaded as an attachment, list the names of the officers and
directors of the applicant corporation and indicate the position held by each.
Attachment #
Officer/Director Name Position Held
3. Certificate of Incorporation: Attachment #

4. Bylaws: Attachment #
5. Board Resolution: Attachment #
6. If the applicant is not a New York corporation, Application for Authority to Do Business in
New York: Attachment #
7. Schedule 2A for each director.
8. Schedule 2B for directors who contribute capital in support of the project.
9. Schedule 2C for directors who do not contribute capital in support of the project.

(06/2020)
E. Business Corporations N/A

1. On the following chart, or uploaded as an attachment, list the stockholders, stock interest
and percentage of ownership for each stockholder. Attachment #
Percentage
Stockholder Name Stock Interest
Ownership
Attachment #

7. Schedule 2A for each officer, director and stockholder.
8. Schedule 2B for each stockholder.
N.B. Only stockholders who own ten percent or more of a certified home health agency’s
issued stock must submit Schedule 2B. Stockholders of all other applicants, regardless of
percentage ownership, must submit Schedule 2B.

(06/2020)
F. Limited Liability Companies N/A

1. On the following chart, or uploaded as an attachment, list the members, membership
interest and percentage of ownership for each member. Attachment #
Membership Percentage
Member Name
Interest Ownership
2. List the managers below, or upload as an attachment. Attachment #
3. Articles of Organization: Attachment #

4. Operating Agreement: Attachment #
5. Consent of Managers or Members, if necessary: Attachment #
6. If the applicant is not a New York limited liability company, Application for Authority to Do
Business in New York: Attachment #
7. Schedule 2A for each member and manager.
8. Schedule 2B for each member.
N.B. Only members who own ten percent or more of a CHHA’s membership interest must
submit Schedule 2B. Members of all other applicants, regardless of percentage of ownership,
must submit Schedule 2B.
III. Representative Governance N/A

A. Ownership
1. Is the applicant, or any of its owners, employed by, an owner, officer, director, or manager
of, or in any way affiliated with, or acting on behalf, or for the benefit of, an outside entity
which will be involved with (including through a lease, contract or agreement), or benefit
from, the ownership or operation of the proposed facility? Yes No
If Yes, in the space below, or uploaded as an attachment, identify the outside entity and the
nature of the relationship. Attachment #
2. Are there any contractual restrictions, existing or proposed, on the ability of the owners of
the applicant to assign, transfer or sell their ownership interests or voting rights in the
applicant? Yes No
If Yes, provide copies of the existing or proposed arrangements. Attachment #

(06/2020)
B. Consulting/Administrative Agreements
1. Does this proposal include a consulting or administrative agreement?
Yes No
If No, skip to Section C.
If Yes, attach a copy of the agreement (if not already submitted with the CON), and continue
with the questions in this section. Attachment #
Attach a copy of the Attestation for Service Agreements. Attachment #
2. Describe in the space below, or uploaded as an attachment, the services to be provided

under the agreement. Attachment #
3. Describe in the space below, or uploaded as an attachment, the relationship between the
applicant/operator and the consultant. Attachment #
4. Who/what owns the consultant entity?
5. Which individual, by name or title, will manage the subject facility on a day-to-day business?
6. Who employs the facility manager?
7. Will there be any subcontracts or assignments with other entities?

Yes No
If Yes, attach copies of the agreements. Attachment #
Describe the agreements below, or upload as an attachment. Attachment #
8. What percentage of facility revenues flow to the consultant? %
9. Is the consultant also an equipment lessor for the facility? Yes No
10. Is the consultant a real property lessor for the facility? Yes No
11. Who is responsible for financial decisions and by whom is this person is employed?

(06/2020)
C. Financing
Will another entity provide financing for this CON project?
Yes No
If Yes, define the lender and it relationship to the applicant and consultant below, or upload as
an attachment. Attachment #
Completed by (Name):
Frank M. Cicero
Enter Date:
June 1, 2022
Continue on next page for the required Schedule B Attachment chart

(06/2020)
Schedule 3B Attachments
Complete the section labeled “All Applicants.” Then, check the box(es) that apply to your
organizational structure and enter the corresponding information for each attached document. If the
document is not applicable, enter “N/A" in the column labeled “Attachment Title.” PDF format preferred.
DOCUMENT Attachment Title Attachment #

ALL APPLICANTS
Certificate of Assumed Name N/A
Form SEC 10K N/A
Documentation of Site Control Schedule 1 Attachment
Anti-Kickback Statement N/A
Organizational Chart Schedule 1 Attachment
Management Agreement N/A
List of Out-of-State Entities N/A
SOLE PROPRIETORS
Certificate of Doing Business
GENERAL PARTNERSHIPS
List of Additional Partners
Partnership Agreement
Certificate of Doing Business as a Partnership
REGISTERED LIMITED LIABILITY PARTNERSHIPS

Certificate of Registration
NOT-FOR-PROFIT CORPORATIONS
List of Additional Officers & Directors
Certificate of Incorporation
Bylaws
Board Resolution
Application for Authority to do Business in NYS

(06/2020)
Schedule 3B Attachments, continued

BUSINESS CORPORATIONS
List of Additional Stockholders
Bylaws
Board Resolution
LIMITED LIABILITY COMPANIES

List of Additional Members
Articles of Organization
Operating Agreement
Consent of Managers or Members
REPRESENTATIVE GOVERNANCE
Restrictions on Ability of Applicant to Assign
Ownership
Consulting/Administrative Agreement
Subcontracts or Assignments with Other
Entities
OTHER ATTACHMENTS (SPECIFY)

Draft Asset Purchase Agreement Schedule 1 Attachment
Draft Lease Agreement Schedule 1 Attachment
Draft Employee Matters Agreement Schedule 1 Attachment
Draft Professional Employer Agreement Schedule 1 Attachment

(06/2020)
Schedule 3C – Legal Information for Ownership Transfers
Instructions
All applicants seeking full establishment approval for a change of ownership must complete Part I. The
appropriate section of Part II must also be completed, depending on the type of ownership transfer.
Refer to Department of Health Guidance regarding when a Transfer of Ownership Interest Notice may
be submitted in place of this Schedule.
N.B.: Whenever a requested legal document has been amended, modified, or restated, all
University Hospital is submitting this Construction-Only Certificate of Need (CON) Application seeking
approval to certify Crouse Health Hospital, Inc., d/b/a Crouse Hospital (CHH) and Crouse Hospital-
Commonwealth Division (Commonwealth) as divisions of UH through an Asset Purchase Agreement
(APA).
NYSDOH and PHHPC do not consider applications of this type “establishment” or “change in ownership”
proposals. Because there is an APA involved in the transaction, the applicant will complete this schedule
as requested.
I. General Information
A. Type of Ownership Change (check one)

Transfer of Assets (also Section II.A)
Change in Active Member of an Article 28, 36 or 40 Facility (also Section II.B)
Change in Passive Member of an Article 36 Certified Home Health Agency (also Section
II.C)
Statutory Merger or Consolidation (also Section II.D)
Transfer of Partnership Interest (also Section II.E)
Total Percentage Interest to be Transferred: %
Transfer of Stock (also Section II.E)
Transfer of Membership Interest (also Section II.E)
B. Will there be a change in the facility name after the ownership transfer? Yes No
If Yes, current name of facility:
The applicant’s name will not change and will remain University Hospital SUNY Health Science
Center. The two (2) divisions of Crouse Hospital will change as follows:
• The 465-bed CHH campus, which is located at 736 Irving Avenue, Syracuse (Onondaga County), New
York 13210, will be named Upstate Crouse Hospital.
• The 40-bed Commonwealth campus, which is located at 6010 East Molloy Road, Syracuse (Onondaga
County), New York 13211 will be named Upstate Crouse Inpatient Addiction Treatment Services.
New name of facility:
DOH 155-A Schedule 3C 1

(06/2020)
Submit a fully executed proposed version the following document reflecting the name change
Certificate of Assumed Name: Attachment #N/A.
C. Will there be a change in the legal name of the operator after the ownership transfer?
Yes No
Submit a fully executed proposed version of one of the following documents reflecting the name
change, as appropriate (check one).
Certificate of Amendment to the Certificate of Incorporation: Attachment #N/A
Certificate of Amendment to the Articles of Organization: Attachment #N/A
D. Submit one of the following.

A financial statement setting forth the purchase price for the ownership interest or assets
being acquired and the financial resources of the applicant to make the purchase, or the
basis on which the acquisition will be financed; or
If a transfer by gift; submit a statement of the relationship between the parties.
Attachment # N/A - There is no purchase price associated with the transaction.
E. For applicants acquiring interests in facilities entitled to receive Medicaid payments for services
rendered, submit an original affidavit from the applicant, which is acceptable to the Department,
in which the applicant agrees, notwithstanding any agreement, arrangement or understanding
between the applicant and the transferor to the contrary, to be liable and responsible for any
Medicaid overpayments made to the facility and/or any surcharges, assessments or fees due to
the transferor pursuant to Article # of the Public Health Law with respect to the period of time
prior to the applicant acquiring its interest, without releasing the transferor of its liability and
responsibility. A model affidavit is found below or in Schedule 4B. Attachment #4B appears as
a Schedule 1 Attachment.
II. Additional Information Depending on Type of Ownership Change

Submit the following legal documentation as applicable for the type of ownership transfer.
A. Asset Transfers
1. Evidence that all assets necessary for the ownership and operation of the facility, including
site control, will be transferred to the applicant. Such documentation might include:
a. Purchase and Sale Agreement: Attachment #Schedule 1 Attachment;
b. Contribution Agreement: Attachment # ;
c. Assignment and Assumption Agreement: Attachment # ; or
d. Additional Transfer Documents: Attachment # .
2. Applicable legal documentation as for initial establishment, depending on the type of facility
and the type of legal entity, if not included in Schedule 3B. Attachment #N/A

(06/2020)
3. The following documentation, depending on the seller’s type of legal entity and whether it
will be dissolved following the proposed transfer:
a. If the seller is a not-for-profit corporation or a business corporation, a fully executed,
proposed Certificate of Amendment to its Certificate of Incorporation or Certificate of
Dissolution, as the case may be.
Attachment #N/A
b. If the seller is a limited liability company, a fully executed, proposed Certificate of
Amendment to its Articles of Organization or Articles of Dissolution, as the case may be.
Attachment #N/A
B. Change in Active Member of an Article 28, 36 or 40 Facility N/A

Complete Schedule 15, 21G or 22F, depending on the type of facility.
C. Change in Passive Member of an Article 36 Facility N/A

Complete Schedule 21G
D. Statutory Merger or Consolidation N/A

1. Agreement of Merger or Consolidation, as applicable: Attachment #
2. Certificate of Merger or Consolidation, as applicable: Attachment #
3. Board Resolution(s), as applicable: Attachment #
E. Ownership Interest Transfers N/A

Complete Schedules 15, 21G or 22F, depending on the type of facility.

(06/2020)
Schedule 4A – Legal Information for Ownership Transfers

submitting this Construction-Only Certificate of Need (CON) Application to the New York State Department of
Health (NYSDOH) seeking approval to certify Crouse Health Hospital, Inc., d/b/a Crouse Hospital (CHH) and
Crouse Hospital-Commonwealth Division (Commonwealth) as divisions of UH through an Asset Purchase
Agreement (APA). The 465-bed CHH campus will be named Upstate Crouse Hospital, and the 40-bed
Commonwealth campus will be named Upstate Crouse Inpatient Addiction Treatment Services. UH will
operate the new divisions under UH’s operating certificate and Medicare and Medicaid provider numbers.
There will be no change in either authorized services or the number or type of beds at CHH or Commonwealth
as a direct result of approval of this project.
This schedule was not specifically designed for Construction-Only CON Applications or for Public facilities.
Nonetheless, the applicant has made a best-faith effort in completing the schedule.
Instructions:
All applicants seeking establishment approval for a change of ownership must complete Part I. The
N.B.: Whenever a requested legal document has been amended, modified, or restated, all amendment(s),
modification(s) and/or restatement(s) should also be submitted.
(APA).
as requested.

II.C)
B. Will there be a change in the facility name after the ownership transfer?
Yes No
(11/2019)
change, as appropriate. (check one)

Certificate of Amendment to the Certificate of Incorporation:
Attachment #N/A.
Certificate of Amendment to the Articles of Organization:
Attachment #N/A.

(11/2019)
C. Submit one of the following.
N/A - There is no purchase price associated with the transaction.
Attachment # .

Attachment # .
D. Submit an original affidavit from the applicant, which is acceptable to the Department, in which
the applicant agrees, notwithstanding any agreement, arrangement or understanding between
the applicant and the transferor to the contrary, to be liable and responsible for any Medicaid
overpayments made to the facility/agency and/or any surcharges, assessments or fees due to
the transferor pursuant to Public Health Law with respect to the period of time prior to the
applicant acquiring its interest, without releasing the transferor of its liability and responsibility.
A model affidavit is found in Schedule 4B. Attachment #4B appears as a Schedule 1
Attachment.
A. Asset Transfers
a. Purchase and Sale Agreement: Attachment #Schedule 1 Attachment
b. Contribution Agreement: Attachment #N/A
c. Assignment and Assumption Agreement: Attachment #N/A; or
d. Additional Transfer Documents: Attachment #N/A.
and the type of legal entity, if not included in Schedule 3B.
Attachment #N/A.

Attachment #N/A.

(11/2019)

Attachment #N/A.
1. Agreement of Merger or Consolidation, as applicable: Attachment # .
2. Certificate of Merger or Consolidation, as applicable: Attachment # .
Complete Schedules 12G, 15, 21G or 22F, depending on the type of facility.

(11/2019)
SCHEDULE 4A ATTACHMENTS
Complete the section labeled “General Information.” Then, check the box(es) that apply to
your organizational structure and enter the corresponding information for each attached
document. If the document is not applicable, enter “N/A" in the column labeled “Attachment
Title.”
ATTACHMENT ATTACH
DOCUMENT FILENAME*
TITLE #
GENERAL INFORMATION
Certificate of Assumed Name or Certificate of
N/A
Amendment
Financial Statement or Statement of Transfer by Gift N/A
Medicaid Affidavit Sch. 1 Attachment
ASSET TRANSFERS
APA – Schedule 1
Evidence of Assets to be Transferred
Attachment
Applicable Legal Documentation for Initial
N/A
Establishment
If Seller is a Corporation, Certificate of Amendment
N/A
or Certificate of Dissolution
If Seller is an LLC, Certificate of Amendment or
N/A
Articles of Dissolution
STATUTORY MERGER OR CONSOLIDATION
Agreement of Merger or Consolidation N/A
Certificate of Merger or Consolidation N/A
ADDITIONAL ATTACHMENTS (SPECIFY)
* PDF Format Preferred

(11/2019)
Schedule 4B - Medicaid Affidavit
Submitted with Original CON Application as a Schedule 1 Attachment

(11/2019)
AND AFFILIATES
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
AND SUPPLEMENTAL INFORMATION

CONTENTS
Page
............................................................................................................. 1 - 2
Consolidated Financial Statements:
Balance Sheets ...................................................................................................................................... 3
Statements of Operations and Changes in Net Assets ................................................................... 4 - 5
Statements of Cash Flows ..................................................................................................................... 6
Notes to Consolidated Financial Statements .................................................................................. 7 - 25
.............................................................26
Consolidating Supplemental Information:
cember 31, 2021 .......................................................................................... 27 - 28
cember 31, 2020 .......................................................................................... 30 - 31
Disclosure of Charity Care (Unaudited) ............................................................................................... 33

INDEPENDENT AUDITOR'S REPORT
To the Board of Directors of

Opinion
sheets as of December 31, 2021 and 2020, the related
consolidated statements of operations and changes in net assets, and cash flows for the years then ended,
and the related notes to the consolidated financial statements (collectively, the financial statements).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial
position of the System as of December 31, 2021 and 2020, and the results of its operations and its cash flows
for the years then ended in accordance with accounting principles generally accepted in the United States of
America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of
America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards,
issued by the Comptroller General of the United States (GAS). Our responsibilities under those standards are
section of our report. We are required to be independent of the System and to meet our other ethical
responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Emphasis of Matter
As discussed in Note 1, the System elected a voluntary change in accounting principle related to recognition of
actuarial gains and losses for defined benefit and post-retirement benefit plans. The change in accounting
principle was adopted retrospectively to the beginning of the earliest period presented and resulted in a
restatement of the December 31, 2020 consolidated financial statements. Our opinion is not modified with
respect to this matter.
Responsibilities of Management for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in
accordance with accounting principles generally accepted in the United States of America, and for the design,
implementation, and maintenance of internal control relevant to the preparation and fair presentation of
consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is required to evaluate whether there are
conditions or events, considered in the aggregate, that
continue as a going concern within one year after the date that the financial statements are issued.
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to
includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and
therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material
1
misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control. Misstatements are considered material if there is a
substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a
reasonable user based on the consolidated financial statements.
Exercise professional judgment and maintain professional skepticism throughout the audit.
Identify and assess the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error, and design and perform audit procedures responsive to those risks. Such
procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
l. Accordingly, no such opinion is expressed.
Evaluate the appropriateness of accounting policies used and the reasonableness of significant
accounting estimates made by management, as well as evaluate the overall presentation of the
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that
continue as a going concern for a reasonable period
of time.
We are required to communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit, significant audit fi
that we identified during the audit.
Other Reporting Required by Government Auditing Standards
In accordance with Government Auditing Standards, we have also issued our report dated [DATE] on our
nancial reporting and on our tests of its compliance with
certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of
that report is to describe the scope of our testing of internal control over financial reporting and compliance
and the results of that testing, and not to provide an opinion on internal control over financial reporting or on
compliance. That report is an integral part of an audit performed in accordance with Government Auditing
ontrol over financial reporting and compliance.
Buffalo, New York

May 13, 2022
2
CONSOLIDATED BALANCE SHEETS
As Restated
ASSETS 2021 2020
Current assets:
Inventories 10,792,832 12,544,468
Prepaid expenses and other current assets 9,645,364 10,660,997
Investments 15,834,373 10,042,662
Current portion of assets limited as to use 5,303,805 3,749,792
Total current assets 137,279,079 121,466,833
Noncurrent assets:
Assets limited as to use 16,690,944 35,548,915
Funds held in trust by others 1,724,968 1,608,537
Property and equipment, net 116,799,697 118,716,633
Interest in net assets of Crouse Health Foundation, Inc. 35,966,496 32,509,484
Other long-term assets 1,176,538 1,892,224
Total assets $ 309,637,722 $ 311,742,626
LIABILITIES AND NET ASSETS
Current portion of long-term obligations $ 8,350,000 $ 3,546,250
Accrued interest payable 348,632 353,450
Accounts payable and accrued expenses 52,111,795 39,223,358
Accrued vacation payable 6,160,450 5,808,840
Accrued salaries and wages payable 16,057,397 14,377,258
Current portion of liabilities to third-party payors 23,390,169 27,456,652
Current portion of estimated self-insurance costs 5,871,996 4,278,996
Current portion of accrued postretirement liability 564,039 741,153
Total current liabilities 112,854,478 95,785,957
Long-term obligations, net 95,896,423 77,798,156
Third-party payors, net 5,238,011 20,286,819
Estimated self-insurance costs, net 15,497,687 15,806,587
Accrued pension liability - 108,739,604
Asset retirement obligation 3,067,566 2,929,965
Accrued postretirement liability, net 6,726,799 9,749,374
Other liabilities 388,895 4,747,048
Total liabilities 239,669,859 335,843,510

Without donor restrictions 32,276,399 (58,218,905)
Total net assets (deficit) 69,967,863 (24,100,884)
Total liabilities and net assets $ 309,637,722 $ 311,742,626
3
As Restated
2021 2020
Operating revenues:
Net patient service revenue $ 474,613,163 $ 426,018,904
Other operating revenue 32,331,188 43,669,448
Operating expenses:
Salaries and wages 241,342,183 215,834,878
Employee benefits 56,902,244 50,331,577
Professional and physician fees 19,583,608 18,782,041
Medical supplies and pharmaceuticals 92,051,026 82,617,052
Purchased services 42,151,537 35,446,714
Depreciation 18,788,100 19,385,127
Interest expense 3,823,842 3,903,141
Insurance 7,032,444 7,076,691
Repairs and maintenance 9,371,549 8,781,286
Utilities 4,448,322 4,469,720
Other expenses 42,731,145 32,652,481
Cash receipts assessment tax 2,124,145 2,058,203
Loss from operations (33,405,794) (11,650,559)

Net income (loss) from equity investments 48,391 (2,573,560)
Other components of net periodic pension cost 3,400,453 (6,279,351)
Gain on sale of long-lived assets 28,291,173 49,174
Pension settlement 80,611,723 -
Other income 72,000 72,000
Total nonoperating revenues (expenses), net 112,423,740 (8,731,737)
4
(CONTINUED)
As Restated
2021 2020
Net assets without donor restrictions:

Contributions for property acquisitions 6,303,060 3,102,610
Postretirement changes other than net periodic costs (265,391) (265,391)
Grant revenue 5,439,689 4,337,847
Change in net assets without donor restrictions 90,495,304 (13,207,230)

Increase in interest in net assets of Crouse Health Foundation, Inc. 3,457,012 1,137,337
Increase in funds held in trust for others 116,431 76,338
Increase in net assets with donor restrictions 3,573,443 1,213,675
Change in net assets 94,068,747 (11,993,555)
Net assets (deficit) - beginning of year (24,100,884) (12,107,329)
Net assets (deficit) - end of year $ 69,967,863 $ (24,100,884)
5
CONSOLIDATED STATEMENTS OF CASH FLOWS
As Restated
2021 2020
Change in net assets $ 94,068,747 $ (11,993,555)
Adjustments to reconcile change in net assets
to net cash (used in) provided by operating activities:
Depreciation 18,788,100 19,385,127
Gain on sale long-lived assets (28,291,173) (49,174)
Amortization 300,695 300,511
Contributions for property acquisitions (6,303,060) (3,102,610)
Grant revenue (5,439,689) (4,337,847)
Gain on pension settlement (80,611,723) -
Pension and postretirement changes other than net periodic costs 265,391 5,986,399
Net unrealized gain on investments 1,428,868 272,203
Change in interest in net assets of Crouse Health Foundation, Inc. (3,457,012) (1,137,337)
(Gain) loss from related organizations (48,391) 2,573,560
Change in funds held in trust by others (116,431) (76,338)
Goodwill impairment 1,085,000 -
Patient accounts receivable (2,260,652) 1,179,081
Inventories, prepaid expenses and other current assets 3,406,346 (3,725,544)
Accounts payable and accrued expenses 14,915,368 (626,059)
Estimated self-insurance costs 1,284,100 1,931,617
Accrued pension and postretirement liability (3,465,080) (1,574,759)
Liabilities to third-party payors (19,115,291) 32,787,392
Asset retirement obligation 137,601 138,282
Other liabilities (4,358,153) 4,365,308
Net cash (used in) provided by operating activities (17,786,439) 42,296,257
Purchases of property and equipment (6,447,314) (2,109,248)
Increase in short-term investments, net (5,791,711) (10,042,662)
Decrease (increase) in assets limited as to use, net 20,498,087 (15,034,291)
Proceeds from sale of property and equipment 29,500,000 49,174
Contribution to related organization (960,000) (375,000)
Net cash provided by (used in) investing activities 36,799,062 (27,512,027)
Cash flows from financing activities:
Payments on notes payable (81,250) -
Principal payments on long-term debt (3,465,000) (3,378,750)
Pension settlement payments, net of discount (1,870,237) -
Principal payments on capital lease obligations - (13,617)
Net cash used in financing activities (5,416,487) (3,392,367)
Net increase in cash, cash equivalents and restricted cash 13,596,136 11,391,863
Cash, cash equivalents and restricted cash - beginning of year 33,633,893 22,242,030
Cash, cash equivalents and restricted cash - end of year $ 47,230,029 $ 33,633,893
Supplemental disclosure of cash flow information:
Interest paid, net of capitalized interest $ 3,500,447 $ 3,539,530
6
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization: Crouse Health Hospital, Inc., d/b/a Crouse Hospital

acute care regional hospital located in Syracuse, New York with a service area encompassing the counties of
Central New York State. The Hospital provides a full spectrum of inpatient and ambulatory medical, surgical
and emergency care services. The Hospital primarily provides services to the residents of Central New York
and its admitting physicians are primarily practitioners in the local area. In addition, the Hospital operates a
college of nursing.
In January 2015, Crouse Health Ne purpose of creating a clinically

integrated network to develop a team of primary care and specialty physicians to actively participate in a
stream-lined care delivery model. The Hospital is the sole member of CHN, and all activity for the years ended
December 31, 2021 and 2020 is accounted for within the Hospital.
professional service limited liability company, was

ugh the provision of professional medical services of
the sole member of the PLLC. By contract with the
Hospital, he is not entitled to any financial benefits, nor detriments, of ownership; his interest is nominal only.
Crouse Health System, Inc. ("CHS"), a not-for-profit organization, is the parent corporation and sole member of
the Hospital. The Hospital, PLLC and CHS are consolidated for financial statement purposes and are together
described as the "System". The Hospital is also affiliated with Crouse Health Foundation, Inc. (the
"Foundation"), a separate not-for-profit corporation that solicits and manages gifts and bequests on behalf of
the Hospital.
In 2013, the System entered into an affiliation agreement

the System would be granted certain governance powers of CMH. However, the System does not have a
financial interest in CMH, nor is it responsible for CMH obligations. Accordingly, the System does not
consolidate or record a financial interest in CMH. In the ordinary course, the System provides certain services
to CMH, which are valued and billed on an arms-length basis, totaling $2,930,133 and $3,139,309 for the
years ended December 31, 2021 and 2020, respectively.
Basis of Accounting: The accompanying consolidated financial statements are prepared in conformity with
accounting principles generally accepted in the United State of America (US GAAP).
Principles of Consolidation: The consolidated financial statements include the accounts of the System. All
significant intercompany transactions have been eliminated upon consolidation.
Change in Accounting Principle: During the year ended December 31, 2021, the System elected a
voluntary change in accounting principle related to recognition of actuarial gains and losses for defined benefit
pension and postretirement benefits plans on the basis that it is preferable. In accordance with Accounting
Standards Codification (ASC) 715, Compensation Retirement Benefits, the System elected to immediately
recognize actuarial gains and losses in the consolidated statement of operations in the year in which they
occur. Prior to this change in accounting policy, actuarial gains and losses were recognized in the statement
of operations by amortizing such gains and losses (subject to a corridor) over the estimated average future
service period of active employees in the plans. The System applied the change in accounting principle
retrospectively to the beginning of the earliest period presented January 1, 2020, resulting in the recognition of
unrecognized net actuarial losses of approximately $101,391,000 in net assets without donor restrictions,
effective January 1, 2020.
7
The following table presents the impact of the change in

statements of operations and changes in net assets for the year ended December 31, 2020:
As Previously Impact of
Reported Change As Restated
Operations:
Other components of net periodic pension cost (558,343) (5,721,008) (6,279,351)
expenses (14,661,288) (5,721,008) (20,382,296)
Changes in Net Assets:
Pension and postretirement change other
than net periodic costs (5,986,399) 5,721,008 (265,391)
Recently Issued Accounting Pronouncements: In February 2016, the FASB issued Accounting Update
(ASU) 2016-02, Leases. This ASU requires lessees to recognize assets and liabilities on the balance sheet for
leases with lease terms greater than twelve months. The recognition, measurement and presentation of
expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a
finance or operating lease. This amends current guidance that requires only capital leases to be recognized on
the lessee balance sheet. ASU 2016-02 will also require additional disclosures on the amount, timing and
uncertainty of cash flows arising from leases. The System adopted the ASU effective January 1, 2022.
Use of Estimates: The preparation of consolidated financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates
also affect the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates. Significant estimates made by the System include, but are not limited to,
estimated fair value of investment securities, third-party payor contractual adjustments and allowances,
assumptions used in determining pension and postretirement benefit costs and insurance reserves.
Classification of Net Assets: The consolidated financial statements have been prepared in conformity with
the disclosure and display requirements of US GAAP. US GAAP requires that the resources be classified for
reporting purposes between two classes that are based upon the existence or absence of restrictions on use
that are placed by its donors, as follows:
Net Assets without Donor Restrictions: Net assets without donor restrictions are resources available
to support operations. The only limits on the use of these net assets are the broad limits resulting from
the nature of the System, the environment in which it operates, and whose use is limited by agreement
between the System and a third-party other than a donor or grantor.
Net Assets with Donor Restrictions: Net assets with donor restrictions are resources that relate to
gifts of cash and other assets received with donor stipulations that limit the use of the donated assets,
assets of the Foundation, and funds held in trust by others. Some
donor-imposed restrictions are temporary in nature and when a donor restriction expires, that is, when a
stipulated time restriction ends or purpose restriction is accomplished, net assets with donor restrictions
are reclassified to net assets without donor restrictions and are reported in the consolidated statements
of operations and changes in net assets as net assets released from restriction. Donor-restricted
contributions whose restrictions are met within the same year as received are reflected as contributions
without donor restrictions in the accompanying consolidated financial statements. Other donor-imposed
restrictions are perpetual in nature and relate to fund
interest in the Foundation resulting from donors who stipulate that their donated resources be
maintained in perpetuity. The System is permitted to use or expend part of all of the income derived
from the donated assets unless otherwise restricted by the donor
8
Patients Accounts Receivable: Patients accounts receivable consists of amounts due from government
programs, commercial insurance companies, private pay patients, and other group insurance programs.
Concentrations of patient accounts receivable at December 31, 2021 and 2020 are as follows:
2021 2020
Medicare 31% 31%

Medicaid 29 30
Self-pay 11 10
All other 3 6
100% 100%
Net Patient Service Revenue: venue is reported at the amount that

reflects the consideration to which the System expects to be entitled in exchange for providing patient care.
These amounts are due from patients, third-party payors (including health insurers and government programs),
and others, and include an estimate of variable consideration for retroactive revenue adjustments due to
settlement of audits, reviews, and investigations. Generally, the System bills the patients and third-party payors
several days after the services are performed and or the patient is discharged from the facility. Revenue is
recognized as performance obligations are satisfied.
Performance obligations are determined based on the nature of the services provided by the System. Revenue
for performance obligations satisfied over time is recognized based on actual charges incurred in relation to
total expected (or actual) charges. The System believes that this method provides a reasonable representation
of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy
the obligation. Generally, performance obligations satisfied over time relate to inpatient services. The System
measures the performance obligation from admission into the System to the point when it is no longer required
to provide services to that patient, which is generally at the time of discharge. Revenue for performance
obligations satisfied at a point in time is recognized when goods or services are provided, and the System
does not believe it is required to provide additional goods or services to the patient.
The System is utilizing the portfolio approach practical expedient for contracts related to net patient service
revenue. The System accounts for the contracts within each portfolio as a collective group, rather than
individual contracts, based on the payment pattern expected in each portfolio category and the similar nature
of and characteristics of the patients within each portfolio. The portfolios consist of major payor classes for
inpatient revenue and outpatient revenue.
are rendered to patients with third-party coverage. Reimbursement under

these programs for all payors is based on a combination of prospectively determined rates, discounted
charges and historical costs. Amounts received under Medicare and Medicaid programs are subject to review
and final determination by program intermediaries or their agents, and the contracts the System has with
commercial payors also provide for retroactive audit and review of claims. Retroactive adjustments are
considered in the recognition of revenue on an estimated basis in the period the related services are rendered,
and such amounts are adjusted in future periods as adjustments become known or as years are no longer
subject to such audits, review, and investigations.
Agreements with third-party payors typically provide for payments at amounts less than established charges.
Generally, patients who are covered by third-party payors are responsible for related deductibles and
coinsurance, which vary in amount. The System also provides services to uninsured patients, and offers those
uninsured patients a discount, either by policy or law, from standard charges.
9
The System estimates the transaction price for patients with deductibles and coinsurance and from those who
are uninsured based on historical experience and current market conditions. The initial estimate of the
transaction price is determined by reducing the standard charge by explicit price concessions provided to third-
party payors, discounts provided to uninsured patients in accordance with the Syst
price concessions provided to uninsured patients. Explicit price concessions are based on contractual
agreements, discount policies and historical experiences. Implicit price concessions represent differences
between amounts billed and the estimated consideration the System expects to receive from patients which
are determined based on historical collection experience, current trends and other factors. Subsequent
changes to the estimate of the transaction price are generally recorded as adjustments to net patient service
revenue in the period of the change. Adjustments arising from a change in the transaction price were not
significant in the year ended December 31, 2021 or 2020.
Net patient service revenue recognized in the period from these major payor sources, is as follows for the
2021 2020
Medicare 33% 33%

Medicaid 21 21
Self-pay 2 1
All other 4 4
100% 100%
Medicare: Inpatient acute care services rendered to Medicare program beneficiaries are paid at prospectively
determined rates per discharge. These rates vary according to a patient classification system that is based on
clinical, diagnostic and other factors. The Hospital also receives reimbursement under a prospective payment
system for certain medical outpatient services, based on service groups, called ambulatory payment
tpatient services are based upon a fee schedule and or actual costs.
The Hospital's Medicare cost report has been audited and settled by the Medicare fiscal intermediary through
December 31, 2018.
Medicaid and Other: Under the New York Health Care Reform Act ("NYHCRA"), hospitals are authorized to
negotiate reimbursement rates for inpatient acute care services with all other non-Medicare payors except for
Medicaid, Workers Compensation and No-Fault, which are regulated by New York State. These negotiated
rates may take the form of rates per discharge, reimbursed costs, and discounted charges or as per diem
payments. Reimbursement rates for non-Medicare payors regulated by New York State are determined on a
prospective basis. These rates also vary according to a patient classification system defined by NYHCRA that
is based on clinical, diagnostic, and other factors. Outpatient services are paid under various reimbursement
methodologies, including prospective determined rates, cost reimbursement, fee schedules, and charges.
In addition, under NYHCRA, all non-Medicare payors are required to make surcharge payments for the
subsidization of indigent care and other health care initiatives. The percentage amount of the surcharge varies
by payor and applies to a broad array of health care services. Surcharges collected by the System do not
represent revenue to the System and accordingly are not included in the S
operations and changes in net assets. Surcharges are included in patient accounts receivables and the offset
is in third-party payors liabilities. Surcharges are generally received and paid to the state in the same month.
Also, certain payors are required to fund a pool for graduate medical education expenses through surcharges
on payments to hospitals for inpatient services or through voluntary election to pay a covered lives assessment
directly to the New York State Department of Health. The System is required to prepare and file various reports
on actual and allowable costs annually. Management believes that adequate provisions have been made in
the consolidated financial statements for prior and cu
between the amount estimated and the actual final settlement is recorded as an adjustment to net patient
service revenue in the year the final settlement is determined.
10
During the years ended December 31, 2021 and 2020, the System recognized an increase of approximately
$249,000 and a decrease of approximately $511,000, respectively, in net patient service revenue as a result of
changes in estimates and as a result of final settlements with third-party payors and the government.
Charity Care: The New York State Public Health Law requires all hospitals to implement financial aid policies
and procedures for their patients. The law also requires hospitals to develop and make publicly available a
summary of its financial aid policies and procedures. The System provides health care services to all patients
based on medical need, not on the ability to pay for services. For patients who meet certain criteria under the
stem provides care to these patients without charge or at amounts less
than its established rates. Because the System does not pursue collection of amounts determined to qualify for
charity care, they are not reported as revenue. The System maintains records to identify and monitor the level
of charity care it provides.
Excess (deficiency) of Revenues over Expenses: The consolidated statement of operations and changes in
net assets includes excess (deficiency) of revenues
ions which are excluded from excess (deficiency) of
revenues over expenses, consistent with industry practice, include contributions for property acquisitions, and
pension and postretirement changes other than net periodic costs.
Gifts and Donations: Unconditional promises to give cash and other assets are reported at fair value at the
date the promise is received. Gifts and donations are reported as support with donor restrictions if they are
received with donor stipulations that limit the use of the donated assets.
Collective Bargaining Agreements: The Hospital has approximately 74% of its employees working under
three collective bargaining agreements, which are set to expire on April 30, 2023.
Cash and Cash Equivalents: The System considers all highly liquid debt instruments with original maturities
of three months or less to be cash equivalents. Cash equivalents are also comprised of certificates of deposit
and money market funds. At December 31, 2021 and 2020, the System has cash and cash equivalents in
major financial institutions which exceed Federal Depository Insurance Limits. These financial institutions
have strong credit ratings and management believes the credit risks relating to those deposits are minimal.
The reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets that
comprise the amount reported on the consolidated statements of cash flows at December 31, is as follows:
2021 2020
Financial assets:
Assets limited as to use 4,754,220 131,223
Cash, cash equivalents and restricted cash $ 47,230,029 $ 33,633,893
Inventories: Inventories consist of drugs and other supplies and are valued at lower of cost (first-in, first-out)
or net realizable value.
Assets Limited as to Use: Assets limited as to use primarily include assets held by trustees under indenture
agreements and designated assets set aside by the Board of Directors, over which the board retains control
and may, at its discretion, subsequently use for other purposes. Amounts required to meet current liabilities of
the System have been classified as current in the consolidated balance sheets at December 31, 2021 and
2020.
11
Investments and Investment Income: Investment securities are recorded at fair value based on quoted
market prices. Investment income or loss (including unrealized and realized gains and losses on investments,
interest and dividends) is included in the excess (deficiency) of revenues over expenses unless the income or
loss is restricted by donor or law.
Funds Held in Trust by Others: Funds held in trust by others represent investments held in perpetuity in
which the income is received by the System for general operating purposes. Funds held in trust by others are
recognized at the estimated fair value of the assets, which approximates the present value of the future cash
flows when the irrevocable trust is established or the System is notified of its existence.
Property and Equipment: Property and equipment are recorded at cost. Property and equipment donated for
System operations are recorded at fair value on the date of receipt. Repairs and maintenance are expensed
as incurred. Equipment acquired via capital leases are stated at the lower of the present value of minimum
lease payments at the beginning of the lease term or fair value at the inception of the lease. Depreciation of
property and equipment, including amortization of equipment held under capital leases, is calculated on the
straight-line method over the shorter period of the lease term or the estimated useful life of the asset, which
ranges from 15 to 50 years for buildings and fixed equipment and 3 to 10 years for all other assets. Interest is
capitalized during the period of construction on significant projects.
The System analyzes its assets for impairment whenever events or changes in circumstances indicate the
carrying amount of a respective asset that the System expects to hold and use may not be recoverable. If this
review indicates that the remaining useful life of the long-lived assets has been reduced, the System adjusts
the depreciation on that asset to facilitate full cost recovery over its revised estimated remaining useful life. No
such adjustments were made during the years ended December 31, 2021 or 2020.
Debt Issuance Costs: Debt issuance costs are presented as a reduction of the carrying amount of long-term
debt rather than as an asset and amortized over the life of the related obligation. Amortization of debt
issuance costs is reported as interest expense in the consolidated statements of operations and changes in
net assets.
Other Long-Term Assets: Other long-term assets include investments in related organizations (Note 4) and
goodwill related to the acquisition of the primary care practice. During the year ended December 31, 2021, the
System determined the carrying value of the goodwill exceeded the fair value and impaired the full value of the
goodwill. The system recorded an impairment loss of $1,085,000 in other expense in the consolidated
statements of operations and changes in net assets. No impairment was recorded during December 31, 2020.
Asset Retirement Obligation: The Hospital accrues for asset retirement obligations, primarily asbestos
related removal costs, in the period in which they are incurred if sufficient information is available to reasonably
estimate the fair value of the obligation. Included in the accompanying consolidated balance sheets at
December 31, 2021 and 2020, relative to asset retirement obligations are long-term liabilities of $3,067,566
and $2,929,965, respectively, which represents the present value of the expected future costs of removal and
disposal activities. Upon settlement of the liability, the Hospital will recognize a gain or loss for any difference
between the settlement amount and liability recorded. The following is a summary of the components of the
asset retirement obligation for the years ended December 31:
2021 2020
Change in asset retirement obligation:
Asset retirement obligation at beginning of year $ 2,929,965 $ 2,791,683
Asset retirement costs (4,173) (1,663)
Accretion expense 141,774 139,945
Asset retirement obligation at end of year $ 3,067,566 $ 2,929,965
12
Interest in Net Assets of Crouse Health Foundation, Inc.: The Hospital recognizes an interest in the net
assets of the Foundation. The Foundation, a not-for-profit organization, accepts contributions from donors and
agrees to transfer those assets, the return on investment of those assets, or both, to the Hospital, as specified
by the donor. As the Hospital and the Foundation are financially interrelated, the Hospital is required to
recognize its interest in the net assets of the Foundation and adjust that interest for the change in net assets.
The Foundation is a separate not-for-profit organization with its own board of trustees and finances separate
from those of the Hospital. The Foundation board approves the timing and amount of transfers to the Hospital.
of donations to the Hospital for use as specified by
donors and amounted to $1,453,056 and $3,522,871 during the years ended December 31, 2021 and 2020,
respectively. The Foundation reimbursed the Hospital for administrative expenses of approximately $709,000
and $791,000 during the years ended December 31, 2021 and 2020, respectively. At December 31, 2021 and
2020, the Hospital has a receivable from the Foundation of $214,952 and $899,279, included in prepaid
expenses and other current assets. Interest in the net assets of the Foundation is reflected as net assets
without donor restrictions and net assets with donor restrictions on t
In December 2021, the Foundation renewed a letter of credit in the amount of $977,549 through December 31,
2022. This letter of credit was obtained by the Foundation on behalf of the student nursing program at Crouse
Hospital, to fulfill a requirement imposed by the U.S. Department of Education.
A summary of the assets, liabilities, net assets and changes in net assets of the Foundation is as follows for
the years ended December 31:
2021 2020
Cash, investments and other assets $ 36,778,618 $ 33,421,639
Liabilities $ 812,122 $ 912,155
Net assets:
Without donor restrictions $ 10,376,522 $ 9,495,630
Total net assets $ 35,966,496 $ 32,509,484
Change in net assets $ 3,457,012 $ 1,137,337
Income Taxes: CHS and the Hospital are not-for-profit corporations and CHS, PLLC and the Hospital are
exempt from federal income taxes on related income. Management believes these entities are no longer
subject to examination by Federal and State taxing authorities for years prior to 2019.
Subsequent Events: The System evaluated its December 31, 2021 consolidated financial statements for
subsequent events through the date the consolidated financial statements were issued. Subsequent to
December 31, 2021, the System announced publicly its intent to affiliate with SUNY Upstate Medical University
pending regulatory approval.
2. COVID-19 PANDEMIC
The COVID-19 pandemic has significantly impacted the operations and finances of the System during 2020
and into 2021. Such impacts stem primarily from public health measures instituted by federal, state and local
governments to slow the spread of the disease and preserve sufficient medical facility capacity to treat COVID-
19 outbreaks and surges. The System has adapted its operations accordingly and has taken various and
proactive actions to maintain liquidity and mitigate the financial impacts of the pandemic. The pandemic is
ongoing and the ultimate financial impact of COVID-19
cannot be determined at this time.
13
2. COVID-19 PANDEMIC (CONTINUED)
On March 27, 2020, the federal government enacted the Coronavirus Aid, Relief, and Economic Security Act
(CARES Act) that in part provides relief funds to hospitals and other health care providers on the front lines of
the COVID-19 response. This funding is to be used to support health care related expenses or lost revenue
attributable to COVID-19.
During the years ending December 31, 2021 and 2020, the Hospital and CMP received an aggregate of
approximately $6,530,000 and $9,460,000, respectively, of provider relief funds. The System recognized the
funds received in other operating revenue in the consolidated statements of operations and changes in net
assets. The System accounted for the provider relief funding in accordance with ASC 958-605 as an in-
substance conditional government grant
In April 2020, Centers for Medicare & Medicaid Services (CMS) introduced the Medicare Accelerated and
Advance Payment Program to provide short-term liquidity to medical service providers. The System received
advances amounting to approximately $29,000,000. The repayment terms associated with the advances
allows providers 29 months after the receipt of the funds before interest would accrue. Through the year
ended December 31, 2021, CMS has recouped approximately $15,000,000 through its repayment terms. As of
December 31, 2021 and 2020 advances outstanding amounted to $14,000,000 and $29,000,000 which are
recorded as current and non-current liabilities to third-party payors, respectively.
The CARES Act also permitted employers to defer the pa rtion of social security
taxes incurred between March 27, 2020 and December 31, 2020. As of December 31, 2021 and 2020, the
r deferred payroll tax payments of approximately $4,320,000 and $8,600,000,
respectively, in the consolidated balance sheets. The remaining deferral of approximately $4,320,000 is
expected to be repaid during the year ended December 31, 2022.
During 2020 the System applied for and received a $10,000,000 loan from the Small Business Administration
Paycheck Protection Program (PPP) which was forgivable in full if the System used the funds to make
qualifying payroll payments to employees during 2020. The System made sufficient qualifying payroll
payments in 2020 to qualify for loan forgiveness. During the year ending December 31, 2020, the System
accounted for this loan pursuant to Accounting Standards Codification section 958-605 as an in-substance
conditional government grant. Accordingly, as the System believed it had satisfied the forgiveness criteria it
recognized the full loan as other operating income in the accompanying consolidated statements of operations
and changes in net assets for the year ending December 31, 2020. As of the date of these financial
statements the System has not received forgiveness for the PPP loan.
Additionally, the System submits claims to Federal Emergency Management Association (FEMA) to reimburse
certain costs eligible for a 75 percent federal cost share not otherwise provided for by other CARES Act
funding. The System received and recognized in other operating revenues approximately $3,554,000 of
funding during the year ended December 31, 2021.
3. LIQUIDITY AND AVAILABILITY
Financial assets available for general expenditure that is, without donor or other restrictions limiting their use,
within one year are as follows for the year ended December 31:
2021 2020
Financial assets:
Investments 15,834,373 10,042,662
Long-term assets limited as to use 16,690,944 35,548,915
Financial assets available to meet general

expenditures within one year $ 128,228,022 $ 130,060,491
14
3. LIQUIDITY AND AVAILABILITY (CONTINUED)
by the Board of Directors, which the board retains

control and may, at its discretion, subsequently use for other purposes. Current portion of assets limited as to
use have been established to meet current liabilities and as such are not deemed to be available for general
expenditure. The System maintains a line of credit for $5,000,000. There were no outstanding borrowings on
this line of credit as of December 31, 2021.
4. INVESTMENTS IN RELATED ORGANIZATIONS
At December 31, 2021 and 2020, the Hospital has investments in two related organizations, respectively. A
summary of the significant transactions between the Hospital and these related organizations are as follows:
Plaza Corporation of Central New York, Inc. and Affiliates: The Hospital is a corporate member of Plaza
a New York not-for-profit corporation, together with one
other local hospital, which is also a corporate member. Both corporate members have equal rights under the
Plaza Corp. by-laws. Plaza Corp. is the sole corporate member of the following controlled subsidiaries:
Iroquois Nursing Home, Inc. ("Iroquois"), a 160-bed skilled nursing facility, Plaza Nursing Home Company, Inc.
Independent Elderly, Inc., a New York not-for-profit

corporation.
Laboratory Alliance of Central New York: The Hospital is a corporate member of Laboratory Alliance of
Central New York ("LACNY"), a for-profit, limited liability company, with one other local hospital at equal
ownership percentages. LACNY provides laboratory services to its members and other regional healthcare
providers. As the Hospital has the ability to exercise significant influence but not control, the investment is
recorded under the equity method and is included in other long-term assets on the accompanying consolidated
balance sheets. At December 31, 2021 and 2020, t
$1,176,538 and $168,000, respectively. The investment is inclusive of a receivable due of approximately
$570,000 in the form of cash advances and a working capital loan.
and $(2,574,000) for the years ended

December 31, 2021 and 2020, respectively, and is included in net loss from equity investments in the
accompanying consolidated statements of operations and changes in net assets.
5. ASSETS LIMITED AS TO USE AND SHORT-TERM INVESTMENTS
Assets limited as to use and short-term investments are comprised of the following for the years ended
December 31:
2021 2020
Board Designated $ 17,240,529 $ 39,005,915
Pension settlement escrow 4,500,415 -
Other restricted funds 253,805 292,792
21,994,749 39,298,707
Less: Current portion (5,303,805) (3,749,792)
Noncurrent assets limited as to use $ 16,690,944 $ 35,548,915
Short-term investments $ 15,834,373 $ 10,042,662
Investment (loss) income included in other operating revenue in the consolidated statements of operations and
changes in net assets was approximately $(227,000) and $1,081,000 for the years ended December 31, 2021
15
5. ASSETS LIMITED AS TO USE AND SHORT-TERM INVESTMENTS (CONTINUED)
The composition of assets limited as to use and short-term investments, at fair value, are as follows for the
2021 2020
Cash and cash equivalents $ 4,754,220 $ 131,223

U.S. Treasury obligations 3,963,400 2,772,761
U.S. Government agency bonds 399,136 914,745
Fixed Income 5,314,709 3,480,326
Municipal bonds - 181,348
Corporate and foreign bonds 23,397,657 41,860,966
Total assets limited as to use and short-term investments $ 37,829,122 $ 49,341,369
6. FAIR VALUE MEASUREMENTS
Assets and liabilities recorded at fair value in the balance sheets are categorized based upon the level of
judgment associated with the inputs used to measure their fair value. Hierarchical levels are directly related to
the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities as follows:
Level 1 - Valuation based on quoted prices in active markets for identical assets or liabilities that the Hospital
has the ability to access. Such valuations are based on quoted prices that are readily and regularly available
in an active market, valuation of these products does not entail a significant degree of judgment.
Level 2 - Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices in
markets that are not active or for which all significant inputs are observable, directly, or indirectly.
Level 3 - Valuations are based on inputs that are unobservable and significant to the overall fair value
measurement. These are generally company generated inputs and are not market based inputs.
The following tables present assets limited as to use, investments, and funds held by trust for others that are
measured and recognized at fair value on a recurring basis:
2021
Cash and cash equivalents $ 4,754,220 $ - $ 4,754,220

Fixed income 5,314,709 - 5,314,709
Total $ 15,600,394 $ 23,953,696 $ 39,554,090
2020
Cash and cash equivalents $ 131,223 $ - $ 131,223

Fixed income 3,480,326 - 3,480,326
Municipal bonds - 181,348 181,348
Total $ 8,335,280 $ 42,614,626 $ 50,949,906
There were no significant transfers into or out of Level 1 or 2. There were no Level 3 investments as of
December 31, 2021 and 2020.
16
7. PROPERTY AND EQUIPMENT
Property and equipment is comprised of the following at December 31:
2021 2020
Land and land improvements $ 3,293,306 $ 3,644,852

Buildings and fixed equipment 258,000,917 254,249,084
Major movable equipment 158,401,976 152,034,547
Leased facilities and equipment under capital leases 16,520,515 16,520,515
Construction in progress 101,079 4,460,434
436,317,793 430,909,432
Less: Accumulated depreciation (319,518,096) (312,192,799)
Total property and equipment, net $ 116,799,697 $ 118,716,633
Depreciation expense approximated $18,788,000 and $19,385,000 for the years ended December 31, 2021
The System received a grant in the amount of $16,325,000 to fund the purchase of property and construction
of a new addiction treatment services facility. The System is accounting for the grant as a non-exchange
contribution and recognized grant revenue of approximately $5,440,000 and $4,338,000, during the years
ended December 31, 2021 and 2020, respectively, as a change in net assets without donor restrictions.
During the year ended December 31, 2021, the System sold certain commercial real estate for a purchase
price of $32,500,000. The System received cash proceeds of $29,500,000 and recognized a gain on sale of
asset of $28,291,173. The System also recognized a receivable of $3,000,000 the receipt of which is
contingent upon the satisfaction of certain requirements by December 31, 2022. As such, the System deferred
revenue associated with the receivable in the consolidated balance sheet for the year ended December 31,
2021.
8. LONG-TERM OBLIGATIONS
Long-term obligations are as follows at December 31:
2021 2020
Bonds payable, Series 2019A $ 21,190,000 $ 22,450,000

Note payable, Series 2017C Note 1,750,000 1,831,250
Bonds payable, Series 2016B 8,100,000 8,550,000
Pension settlement payable 28,000,000 -
108,564,242 84,110,491
Less: deferred financing costs (2,575,463) (2,766,085)
Less: discount (1,742,356) -
104,246,423 81,344,406
Less: current portion of long-term obligations (8,350,000) (3,546,250)
Long-term obligations, net $ 95 896 423 $ 77 798 156
ued tax-exempt Series 2019A Bonds in the amount of
4.44% with interest payments due on the first business day of each calendar month commencing April 1, 2019.
Beginning January 1, 2020, principal payments are due annually on the first business day of each year. The
Series 2019A OCDC Bonds are subject to optional, mandatory sinking fund, extraordinary and special
mandatory redemption prior to their final maturity on January 1, 2035.
17
Series 2019C OCDC Bonds (taxable) issued in the amount of $5,485,000 are held by Siemens Financial
Services, Inc. and bear annual fixed interest at 6.26% with interest payments due on each January 1 and July
1 commencing July 1, 2019. Beginning January 1, 2020, principal payments are due annually on the first
business day of each year. The Series 2019C OCDC Bonds are subject to optional, mandatory sinking fund,
extraordinary and special mandatory redemption prior to their final maturity on January 1, 2027.
Series 2017A Tax-Exempt Revenue Refunding Bonds issued through Syracuse Local Development
e payable annually beginning January 1, 2020 maturing
January 1, 2033. The Series 2017A Bonds are held by Siemens Public, Inc. and bear an annual fixed interest
rate of 3.85%, payable semi-annually, commencing January 1, 2018.
The Hospital also entered into a note payable with

the year ended December 31, 2017. The funds from
the Series 2017C Note were used to repay the Hospital
2017C Note is payable monthly beginning February 1, 2018 maturing December 28, 2022 with interest
calculated at the LIBOR rate plus the applicable LIBOR rate margin for each LIBOR interest period. The
interest rate at December 31, 2021 and 2020 was 3.34% and 3.96%, respectively.
During 2016, SLDC issued Series 2016A Bonds in the amount of $12,800,000 payable in annual installments
beginning January 1, 2017 maturing January 1, 2042. The Series 2016A Bonds, held by Berkshire Bank, bear
annual fixed interest at a rate of 3.84%, payable monthly commencing on April 1, 2016. The bonds are subject
to mandatory tender on March 9, 2023.
The Series 2016B Bonds issued by SLDC in the amount of $9,820,000 are payable in annual installments
beginning January 1, 2017 maturing January 1, 2042. The Series 2016B Bonds, held by Key Government
rate of 4.37%, payable monthly commencing on April 1, 2016. The bonds are subject to mandatory tender on
February 1, 2023.
The Series 2016C Bonds issued by SLDC in the amount of $20,000,000 are payable in annual installments
beginning January 1, 2017 maturing January 1, 2042. The Series 2016C Bonds are held by KeyBank and
bear annual interest at a variable rate calculated as 67% multiplied by the sum of the LIBOR Flex Rate plus
2.75%, payable monthly commencing April 1, 2016. The annual interest rate at December 31, 2021 and 2020
was 2.27%. The bonds are subject to mandatory tender on March 9, 2027.
The Hospital's obligations at December 31, 2021 related to the 2019 OCDC Bonds, 2017A Bonds, 2017C
Note, and Series 2016 Bonds are secured pursuant to an amended and restated master trust indenture dated
September 1, 2003, that was subsequently amended and supplemented, between the Hospital and The Bank
mortgage and security agreements in favor of the Master Trustee from the Hospital.
As conditions of the above borrowings, the Hospital is subject to various covenants, including maintaining a
minimum debt service coverage ratio, maintaining a minimum required amount of days cash on hand,
obtaining approval of certain additional borrowings, restrictions on capital expenditures, and cross-default
provisions. The Hospital was in compliance with these financial covenant requirements as of December 31,
2021 and 2020.
On July 12, 2021, the Hospital entered an arrangement with the Pension Benefit Guaranty Corporation
n obligation in the amount of $30,000,000. In
accordance with the settlement agreement, the Hospital was required to make an initial payment of $750,000
within 10 days of the effective date and 117 fixed monthly payments of $250,000 beginning August 15, 2021
and maturing May 15, 2031. Terms of the settlement allow the Hospital to elect to defer any installment,
except for the final installment, and such deferrals are due on the maturity date. At no time may the Hospital
have more than nine cumulative deferrals outstanding, totaling a maximum of $2,250,000. As of December
31, 2021, the Hospital has no deferrals.
18
The Hospital discounted the liability at a rate of 1.38%. The discount is amortized into the consolidated
statements of operations and changes in net assets as interest expense through the maturity date of the
obligation. The System recognized interest expense of $154,763 associated with the discount during the year
ended December 31, 2021.
Future minimum payments under all long-term obligations are as follows as of December 31, 2021:
Long-Term Note Pension

Debt Payable Settlement Total
2022 $ 3,600,000 $ 1,750,000 $ 3,000,000 $ 8,350,000
2023 3,760,000 - 3,000,000 6,760,000
2024 3,930,000 - 3,000,000 6,930,000
2025 3,555,000 - 3,000,000 6,555,000
2026 3,715,000 - 3,000,000 6,715,000
Thereafter 60,254,242 - 13,000,000 73,254,242
78,814,242 1,750,000 28,000,000 108,564,242
Deferred financing costs (2,555,088) (20,375) - (2,575,463)
Discount - - (1,742,356) (1,742,356)
Long-term obligations $ 76,259,154 $ 1,729,625 $ 26,257,644 $ 104,246,423
9. EMPLOYEE BENEFITS
On July 2, 2020, the Hospital filed a distress termination application with the PBGC. On December 30, 2020,
Crouse and PBGC entered into an Agreement for Appointment of Trustee and Termination of the Plan
inated; (ii) September 7, 2020, was established as
ppointed statutory trustee of the Plan.
Effective July 12, 2021, the Hospital settled its pension obligation with PBGC resulting in pension settlement
gain of $80,611,723 in the consolidated statements of operations and changes in net assets for the year ended
December 31, 2021. The Hospital was required to fund and maintain an escrow account in the amount of
$4,500,000. In the event of repayment default with the terms of the settlement agreement, see Note 8, PBGC
may direct the escrow agent to disburse up to $2,500,000. If a distribution from the account occurs, the
Hospital is required to replenish the escrow account within 30 days. As of December 31, 2021, the balance of
the escrow account is $4,500,000 and included in the consolidated balance sheet as an asset limited as to
use.
In 2005, the Hospital started a defined contribution plan covering all nonunion employees. This plan consists
of the employee deferral, a Hospital match and allocation of annual discretionary contribution. The Hospital
match is 25% of each $1 that the employee contributes up to the first 6% of their salary. The annual profit
sharing is based on years of service and ranges from 1% for a new hire to 4% for an employee with greater
than 20 years of service.
For the years ended December 31, 2021 and 2020, the Hospital contributed approximately $1,277,000 and
$1,149,000, respectively, in discretionary contributions. The employer matching contributions for the plan were
approximately $759,000 and $653,000 for the years ended December 31, 2021 and 2020, respectively.
Effective January 1, 2017, a new 401(k) Defined Contribution Plan was established to provide for an annual
Hospital contribution for bargaining unit employees equal to 3.5% of compensation. As of December 31, 2021
and 2020 contributions approximated $3,434,000 and $3,332,000, respectively.
19
In addition, the Hospital sponsors a plan that provides postretirement medical benefits and term life insurance.
st of medical and life insurance benefits as incurred. The medical benefit
is provided to all employees. Eligibility for participation in medical benefits is age 62 and 20 years of service
unless as of July 1, 2016, an employee met age 55 and 15 years of service which results in eligibility at age 60
and 20 years of service. The amount of the benefit equals a percentage of the premium based on union/non-
union affiliation. The life insurance benefit of $3,500 is available to all retirees at age 55 and 20 years of
service. Employees retiring after June 1, 2019, are not eligible for life insurance benefits.
unded status and amounts reco

consolidated balance sheets for the years ended December 31, 2021 and 2020 are as follows (using a
measurement date of December 31):
2021 2020
Change in benefit obligations:
Benefit obligation at beginning of year $ 10,490,527 $ 317,912,547 $ 10,880,630
Service cost 319,242 - 398,217
Interest cost 250,645 12,648,415 373,643
Actuarial loss (gain) (3,385,707) 31,494,100 (1,041,788)

Benefits paid (543,300) (17,293,979) (306,602)
Benefit obligation at end of year $ 7,290,838 $ 344,761,083 $ 10,490,527
2021 2020
Change in plan assets:
Fair value of plan assets at
beginning of year $ - $ 213,974,686 $ -
Actual return on plan assets - 36,929,628 -
Employer contribution 383,869 2,411,144 120,175
Benefits paid (543,300) (17,293,979) (306,602)
Fair value of plan assets at end of year $ - $ 236,021,479 $ -
Funded status $ (7,290,838) $ (108,739,604) $ (10,490,527)
Amounts recognized in the consolidated balance sheets, including net assets without donor restrictions,
consist of:
2021 2020
Current liabilities $ (564,039) $ - $ (741,153)

Noncurrent liabilities (6,726,799) (108,739,604) (9,749,374)
Net assets without
donor restrictions (742,898) - (1,008,289)
20
2021 2020
Components of net periodic
benefit costs for the year ended:
Service cost $ 319,242 $ - $ 398,217
Interest cost 250,645 12,648,415 373,643
Expected return on plan assets - (14,396,194) -
Amortization of prior service credit (265,391) - (265,391)
Recognition of net (gain) /loss (3,385,707) 13,670,729 (5,751,851)
Net periodic benefit cost $ (3,081,211) $ 11,922,950 $ (5,245,382)
2021 2020
to determine benefit
obligations:
Discount rate 3.88% 3.31% 3.46%

to determine net periodic
benefit cost:
Discount rate 3.46% 4.11% 4.09%
The weighted average annual assumed rate of increase in the per capita cost of covered benefits (the
healthcare trend rate) used to determine the amount recorded for postretirement benefits was 7.00% for the
pre-65 medical and prescription drug costs, respectively, for 2021 and are assumed to decrease gradually to
3.78% by the year 2075 and remain at that level thereafter.
The Hospital expects to contribute $564,039 to its postretirement plan in 2022,

for the 2022 plan year. The Hospital contributed $383,869 to its postretirement plan in 2021, for the 2021 plan
year.
Expected Components of Net Periodic Benefit Cost to be Amortized in 2021: In 2021, for the
postretirement plan, $265,391 of net prior service credit and $3,385,407 in net gain is estimated to be
amortized into net assets without donor restrictions.
Benefit Payments: At December 31, 2021, the aggregated future estimated benefit payments, which reflect
future service, are as follows:
Postretirement
Benefits
2022 $ 564,039
2022 $ 570,003
2023 $ 509,152
2024 $ 476,642
2026 $ 552,315
Years 2027 - 2031 $ 2,571,457
21
10. COMMITMENTS AND CONTINGENCIES
Operating Leases: The System leases various space and equipment for which rental expense was
approximately $9,908,000 and $8,851,000 for the years ended December 31, 2021 and 2020, respectively.
At December 31, 2021, aggregate future minimum lease payments under real estate rental and equipment
operating leases are as follows:
Rental
Agreements
2022 $ 8,336,775
2022 5,491,407
2023 3,694,729
2024 2,582,518
2026 2,144,088
Years 2027 - 2031 3,763,565
Total minimum lease payments $ 26,013,082
The Hospital is and has been self-insured for professional and

general liability programs for the period subsequent to February 21, 2001 for up to $2,000,000 per claim and
$6,000,000 in annual aggregate and has claims-made coverage in excess of the self-insured amounts with
limits of $10,000,000 per claim and $10,000,000 in aggregate. Effective July 1, 2021, the Hospital has a per
claim and aggregate buffer of $1,000,000.
The Hospital provides for professional and general liability losses based on the actuarially determined present
value of liabilities resulting from asserted and unasserted incidents. Liabilities for asserted and unasserted
claims under the professional and general liability programs were discounted by 1.28% and 1.42% and
amounted to $11,423,000 and $10,992,000 at December 31, 2021 and 2020, respectively.
The Hospital is and has been self-insured for workers

compensation claims for up to $600,000 per occurrence during the years ended December 31, 2021 and 2020.
The Hospital provides for workers compensation losses based on the actuarially determined present value of
liabilities resulting from asserted and unasserted incidents. Liabilities for asserted and unasserted claims
under the workers compensation program through July 6, 2001 and subsequent to August 31, 2002 were
discounted by 1.69% and 1.76%, annually, and amounted to $9,125,000 and $8,272,000 at December 31,
In 2012, the Hospital adopted the principles of insurance claim and recovery accounting for workers
compensation claims. This requires liability claims and anticipated insurance recoveries to be reported on a
gross basis versus the previous practice of netting the recoveries against liability claims. The insurance claims
was approximately $1,670,000 and $1,250,000 as of
December 31, 2021 and 2020, along with corresponding increase to the accrued workers compensation. This
amount was determined to be non-current based on the projected future payments on workers compensation
liability claims as determined by the actuaries.
The Hospital is self-insured for its risk of loss related to costs to insure
its employee health benefits coverage. Liabilities for asserted and unasserted claims approximated $822,000
Litigation: Although the Hospital is party to certain claims and litigation, in the opinion of management, the
final outcome of these are not reasonably expected to have a material adverse effect on its financial position or
results of operations.
22
10. COMMITMENTS AND CONTINGENCIES (CONTINUED)
Industry: The healthcare industry is subject to numerous laws and regulations of federal, state and local
governments. Compliance with these laws and regulations is subject to future government review and
interpretation as well as regulatory actions unknown or unasserted at this time. Recently, government activity
has increased with respect to investigations and allegations concerning possible violations by healthcare
providers of fraud and abuse statutes and regulations, which could result in the imposition of significant fines
and penalties as well as significant repayments for patient services previously billed. Compliance with such
laws and regulations are subject to future government review and interpretations as well as potential regulatory
actions. In the opinion of management, such laws and regulations are not expected to have a material
adverse effect on its financial position or results of operations.
11. NET ASSETS WITH DONOR RESTRICTIONS
The System's net assets with donor restrictions relate to the System's interest in the Foundation's net assets
without donor restrictions and with donor restrictions subject to expenditure for specific purpose. The net
assets without donor restrictions of the Foundation are listed as net assets with donor restriction on the
System's consolidated financial statements as they have not yet been appropriated for expenditure and
therefore have an implicit time restriction. The following net assets are considered net assets with donor
restrictions and are held for the following purposes for the years ended December 31:
2021 2020
Net assets without donor restrictions of the Foundation $ 10,376,522 $ 9,495,630

subject to expenditure for specific purpose:
Education and scholarships 1,186,811 1,168,209
Construction and renovation 1,807,992 1,109,775
Patient care 741,200 581,721
Equipment acquisition 398,132 357,487
Kienzle Family Maternity Center 69,661 53,390
Other purposes 8,421,941 7,833,317
12,625,737 11,103,899
$ 23,002,259 $ 20,599,529
The following net assets with donor restrictions relate to

trust by others that are to be held in perpetuity for the following purposes for the years ended December 31:
2021 2020
Jabez Abell Trust $ 1,724,968 $ 1,608,537

subject to Foundation spending policy and appropriation:
Kienzle Family Maternity Center 1,589,746 1,555,041
Education scholarships 2,318,768 2,221,160
Equipment acquisitions 1,936,559 1,792,072
Surgical center 1,022,318 1,000,000
Other purposes 6,096,846 5,341,682
12,964,237 11,909,955
$ 14,689,205 $ 13,518,492
23
11. NET ASSETS WITH DONOR RESTRICTIONS (CONTINUED)
Net assets with donor restrictions subject to expenditure for specific purpose are those funds whose use has
been limited by donors to a specific time period and/or purpose. Net assets with donor restrictions subject to
expenditure for specific purpose are available for the funding of healthcare services and capital acquisitions.
Net assets with donor restrictions subject to Foundation spending policy and appropriation have been
restricted by donors to be held in perpetuity and the income is expendable to support various healthcare
services. Resources arising from the results of operations or assets set aside by the Board of Trustees are not
considered to be donor restricted.
The System has interpreted the New York State Prudent Management of Instituti
as requiring the preservation of the fair value of the original gift as of the gift date of the donor-restricted
endowment funds, absent explicit donor stipulation to the contrary. As a result of this interpretation, the
System classifies as net assets with donor restrictions subject to Foundation spending policy and appropriation
(a) the original value of the gifts donated to the permanent endowment, and (b) the original value of
subsequent gifts to the permanent endowment. The remaining portion of the donor-restricted endowment fund
that is not classified in net assets with donor restrictions subject to Foundation spending policy and appropriation
is classified as net assets with donor restrictions subject to expenditure for specific purpose until those amounts
are appropriated for expenditure by the System in a manner consistent with the standard of prudence
prescribed by the State.
To satisfy its long-term rate-of-return objectives, the System, through the Foundation, relies on a total return
strategy in which investment returns are achieved through both capital appreciation (realized and unrealized)
and current yield (interest and dividends). The System, through the Foundation, targets a diversified asset
allocation to maintain a minimum average annual real total return, net of all investment management fees, of
5%, as measured over rolling ten-year periods. Real total return is defined as the sum of capital appreciation
(or loss) and current income (interest and dividends) adjusted for inflation as measured by the CPI-U index.
All earnings on net assets with donor restrictions for which there is no donor restriction pertaining to their use
are recorded as net assets with donor restrictions subject to expenditure for specific purpose until such time as
the funds are expended or appropriated for expendi
Changes in the Foundation's endowment composition by type of fund as of December 31:
Without Donor With Donor

Restrictions Restrictions Total

Investment return:
Interest and dividends 300,480 422,390 722,870
Net appreciation (realized and unrealized) 1,158,784 1,819,638 2,978,422
Total investment income 1,459,264 2,242,028 3,701,292
Contributions 241,186 77,299 318,485


Investment return:
Interest and dividends - 697,676 697,676
Net appreciation (realized and unrealized) 619,267 926,910 1,546,177
Total investment income 619,267 1,624,586 2,243,853
Contributions - 984,073 984,073

24
12. FUNCTIONAL EXPENSES
Consistent with US GAAP the System provides an analysis of expenses by both natural and functional
classification. Natural expenses are defined by their nature such as salaries, rent, supplies, etc. Functional
expenses are classified by the type of activity for which expenses were incurred, for example, management
and general and direct program costs. Expenses were allocated by function using a reasonable and consistent
approach that was primarily based on the percentage of staffing costs directly attributable by function.

Depreciation 11,573,568 7,214,532 18,788,100
Insurance 2,747,643 4,284,801 7,032,444
Utilities 3,430,867 1,017,455 4,448,322
Other expenses 27,665,824 15,065,321 42,731,145
$ 478,196,714 $ 62,153,431 $ 540,350,145

Depreciation 11,910,375 7,474,752 19,385,127
Insurance 2,661,801 4,414,890 7,076,691
Utilities 3,440,505 1,029,215 4,469,720
Other expenses 21,228,809 11,423,672 32,652,481
$ 423,750,552 $ 57,588,359 $ 481,338,911
25
INDEPENDENT AUDITOR'S REPORT ON SUPPLEMENTAL INFORMATION
To Board of Directors of
31, 2021 and 2020 and our report thereon, which
contains an unmodified opinion on those consolidated financial statement. See page 1. Our audits were
conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The
consolidating balance sheets, consolidating statements of operations and changes in net assets and the
Disclosure of Charity Care for the years ended December 31, 2021 and 2020 are presented for purposes of
additional analysis and are not a required part of the consolidated financial statements. The information,
except for that portion marked "unaudited," has been subjected to the auditing procedures applied in the audits
of the consolidated financial statements and certain additional procedures, including comparing and
reconciling such information directly to the underlying accounting and other records used to prepare the
consolidated financial statements or to the consolidated financial statements themselves, and other additional
procedures in accordance with auditing standards generally accepted in the United States of America. The
the auditing procedures applied in the audit of the
basic consolidated financial statements, and accordingly, we do not express an opinion or provide any
assurance on it. In our opinion, except for that portion
material respects in relation to the consolidated financial statements as a whole.
Buffalo, New York

May 13, 2022
26
December 31, 2021
Crouse 2021
Current assets:
Inventories - 10,617,489 175,343 - 10,792,832
Investments - 15,834,373 - - 15,834,373
Noncurrent assets:
Other long-term assets - 1,176,538 - - 1,176,538
Total assets $ 1,926,504 $ 301,643,556 $ 6,246,472 $ (178,810) $ 309,637,722
27
December 31, 2021
Crouse 2021
Third-party payors, net - 5,070,723 167,288 - 5,238,011
Other liabilities - 253,805 135,090 - 388,895
Net assets:
Without donor restrictions 1,926,504 30,187,962 161,933 - 32,276,399
Total net assets 1,926,504 67,879,426 161,933 - 69,967,863
Total liabilities and net assets $ 1,926,504 $ 301,643,556 $ 6,246,472 $ (178,810) $ 309,637,722
28
Crouse 2021
Operating revenues:
Operating expenses:
Depreciation - 18,479,359 308,741 - 18,788,100
Insurance - 4,947,163 2,085,281 - 7,032,444
Utilities - 4,317,675 130,647 - 4,448,322
Other expenses 250 36,832,123 5,914,976 (16,204) 42,731,145
Total operating expenses 250 475,565,878 65,346,882 (562,865) 540,350,145
Loss from operations (250) (7,544,961) (25,860,583) - (33,405,794)
Net gain from equity investments - 48,391 - - 48,391
Other components of net periodic pension cost - 3,400,453 - - 3,400,453
Gain (loss) on sale long-lived assets (351,546) 28,642,719 - - 28,291,173
Pension settlement - 80,611,723 - - 80,611,723
Other income - 72,000 - - 72,000
Total nonoperating revenues (expenses),net (351,546) 112,775,286 - - 112,423,740
Excess (deficiency) of revenues over expenses (351,796) 105,230,325 (25,860,583) - 79,017,946

Equity transfer - (25,576,117) 25,576,117 -
Pension and postre irement changes other than net periodic costs - (265,391) - - (265,391)
Grant revenue - 5,439,689 - - 5,439,689
Increase (decrease) in net assets without donor restrictions (351,796) 91,131,566 (284,466) - 90,495,304

Increase (decrease) in net assets (351,796) 94,705,009 (284,466) - 94,068,747
Net assets (deficit) - beginning of year 2,278,300 (26,825,583) 446,399 - (24,100,884)
Net assets - end of year $ 1,926,504 $ 67,879,426 $ 161,933 $ - $ 69,967,863
29
December 31, 2020
Crouse 2020
Current assets:
Inventories - 12,359,541 184,927 - 12,544,468
Investments - 10,042,662 - - 10,042,662
Noncurrent assets:
Other long-term assets - 807,224 1,085,000 - 1,892,224
Total assets $ 2,278,300 $ 301,906,146 $ 7,737,240 $ (179,060) $ 311,742,626
30
December 31, 2020
As Restated
Crouse 2020
Third-party payors, net - 18,886,819 1,400,000 - 20,286,819
Accrued pension liability - 108,739,604 - - 108,739,604
Other liabilities - 4,153,563 593,485 - 4,747,048

Without donor restrictions 2,278,300 (60,943,604) 446,399 - (58,218,905)
Total net assets (deficit) 2,278,300 (26,825,583) 446,399 - (24,100,884)
Total liabilities and net assets (deficit) $ 2,278,300 $ 301,906,146 $ 7,737,240 $ (179,060) $ 311,742,626
31
As Restated
Crouse 2020
Operating revenues:
Operating expenses:
Depreciation - 18,764,968 620,159 - 19,385,127
Insurance - 5,013,369 2,063,322 - 7,076,691
Utilities - 4,373,711 96,009 - 4,469,720
Other expenses - 27,633,966 5,035,465 (16,950) 32,652,481
Total operating expenses - 422,986,854 58,893,263 (541,206) 481,338,911
Income (loss) from operations - 12,040,530 (23,691,089) - (11,650,559)

Net loss from equity investments - (2,573,560) - - (2,573,560)
Other components of net periodic pension cost - (6,279,351) - - (6,279,351)
Gain on sale of assets - 49,174 - - 49,174
Other income - 72,000 - - 72,000
Total nonoperating expenses, net - (8,731,737) - - (8,731,737)
Excess (deficiency) of revenues over expenses - 3,308,793 (23,691,089) - (20,382,296)
Equity transfer - (20,786,093) 20,786,093 - -
Pension and postretirement changes other than net periodic costs - (265,391) - - (265,391)
Other - 4,337,847 - - 4,337,847
Decrease in net assets without donor restrictions - (10,302,234) (2,904,996) - (13,207,230)

Decrease in net assets - (9,088,559) (2,904,996) - (11,993,555)
Net assets (deficit) - beginning of year 2,278,300 (17,737,024) 3,351,395 - (12,107,329)

Net assets (deficit) - end of year $ 2,278,300 $ (26,825,583) $ 446,399 $ - $ (24,100,884)
32
DISCLOSURE OF CHARITY CARE (UNAUDITED)
Charity Care
mated $1,428,730 and $907,425 arose during the years

ended December 31, 2021 and 2020, respectively, from providing services to charity patients. The estimated
costs of providing charity services are based on a calculation which applies a ratio of costs to charges to the
gross uncompensated charges associated with providing care to charity patients. The ratio of cost to charges
total expenses (less provision for uncollectible accounts) divided by gross
patient service revenue.
33
CROUSE HEALTH SYSTEM
CONSOLIDATED INCOME AND EXPENSE STATEMENT
Year to Date April 30, 2022
CHH CHS CMP Eliminations Total

OPERATING REVENUE
Net Inpatient Revenue 111,194,984 - - - 111,194,984
Net Outpatient Revenue 58,286,800 - 12,278,274 - 70,565,074
Net Patient Revenue 169,481,783 - 12,278,274 - 181,760,057
Provision for Bad Debts (1,988,955) - (179,323) - (2,168,278)

Charity Care Adjustments (1,063,289) - - - (1,063,289)
Total Bad Debt & Charity Care (3,052,244) - (179,323) - (3,231,567)
Total Patient Revenue 166,429,540 - 12,098,951 - 178,528,491
Other Operating Income 6,304,184 - 2,389,105 (231,237) 8,462,052

Total Operating Revenue 172,733,723 - 14,488,056 (231,237) 186,990,542
OPERATING EXPENSES
Salaries & Wages 67,925,749 - 12,424,011 - 80,349,760
Employee Benefits 18,049,975 - 2,351,491 - 20,401,466
Physician Fees 5,435,309 - 66,668 - 5,501,977
Professional Fees 675,111 - 40,565 - 715,676
Medical/Surgical Supplies 24,717,411 - 610,761 - 25,328,172
Drugs 5,390,381 - - - 5,390,381
Rent 2,256,370 - 1,076,811 (6,183) 3,326,998
Insurance 1,534,264 - 769,554 - 2,303,818
Purchased Services 11,458,871 - 3,629,470 (225,053) 14,863,288
Cash Receipts Assessment Tax 668,108 - - - 668,108
Other Expenses 22,831,674 - 823,183 - 23,654,857
Total Operating Expenses 160,943,223 - 21,792,514 (231,237) 182,504,501
Earnings Before Interest, Depreciation,

& Amortization (EBIDA) 11,790,500 - (7,304,458) - 4,486,042
Depreciation (6,322,590) - (97,964) - (6,420,554)

Interest (1,378,965) - - - (1,378,965)
Investment Income (Loss) 36,000 - - - 36,000
Unrealized Gain (Loss) (1,974,256) - - - (1,974,256)
Gain (Loss) Disposal - - - - -
Gain (Loss) - Equity Investments 15,000 - - - 15,000
Pension Settlement - - - -
Settlements - - - -
Hospital Gain or (Deficit) 2,165,688 - (7,402,422) - (5,236,734)
6/1/2022 9:26 AM
Financial Statements and
Table of Contents
Page
Independent Auditor’s Report 1-3
Management’s Discussion and Analysis (Unaudited) 4 - 20
Balance Sheets 21
Statements of Revenues, Expenses and Changes in Net Position 22
Statements of Cash Flows 23 - 24
Notes to Financial Statements 25 - 56
Required Supplementary Information (Unaudited) 57 - 61

INDEPENDENT AUDITOR’S REPORT
To the Audit Committee

State University of New York:
Opinion
We have audited the accompanying financial statements of University Hospital (the Hospital), a
department of Upstate Medical University Campus (the UMU) of the State University of New
York (SUNY), as of and for the years ended December 31, 2021 and 2020, and the related notes
to the financial statements, as listed in the table of contents.
In our opinion, the financial statements referred to above present fairly, in all material respects,
the financial position of the Hospital as of December 31, 2021 and 2020, and the changes in its
financial position and its cash flows for the years then ended in accordance with accounting
principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United
States of America (GAAS). Our responsibilities under those standards are further described in the
Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are
required to be independent of the Hospital and to meet our other ethical responsibilities in
accordance with the relevant ethical requirements relating to our audits. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Emphasis of Matter
As discussed in note 1, the financial statements of the Hospital are intended to present the financial
position, changes in financial position, and cash flows of only that portion of the financial reporting
entity of SUNY or UMU that is attributable to the transactions of the Hospital. They do not purport
to, and do not, present fairly the financial position of SUNY or UMU as of December 31, 2021
and 2020, the changes in its financial position, or its cash flows for the years then ended in
accordance with accounting principles generally accepted in the United States of America. Our
opinion is not modified with respect to this matter.
1 (Continued)

The Audit Committee
Page 2 of 3
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in
accordance with accounting principles generally accepted in the United States of America, and for
the design, implementation and maintenance of internal control relevant to the preparation and fair
presentation of financial statements that are free from material misstatement, whether due to fraud
or error.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute
assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will
always detect a material misstatement when it exists. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Misstatements are considered material if there is a substantial likelihood that, individually or in
the aggregate, they would influence the judgment made by a reasonable user based on the financial
statements.
 Exercise professional judgment and maintain professional skepticism throughout the audit.
 Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, and design and perform audit procedures responsive to those risks.
Such procedures include examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements.
 Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Hospital's internal control. Accordingly, no such
opinion is expressed.
 Evaluate the appropriateness of accounting policies used and the reasonableness of
significant accounting estimates made by management, as well as evaluate the overall
presentation of the financial statements.
We are required to communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit, significant audit findings, and certain internal
control-related matters that we identified during the audit.
2 (Continued)
The Audit Committee
Page 3 of 3
Accounting principles generally accepted in the United States of America require that the
management’s discussion and analysis and required supplementary information as listed in the
accompanying table of contents be presented to supplement the basic financial statements. Such
information is the responsibility of management and, although not a part of the basic financial
statements, is required by the Governmental Accounting Standards Board, who considers it to be
an essential part of financial reporting for placing the basic financial statements in an appropriate
operational, economic or historical context. We have applied certain limited procedures to the
required supplementary information in accordance with GAAS, which consisted of inquiries of
management about the methods of preparing the information and comparing the information for
consistency with management's responses to our inquiries, the basic financial statements, and other
knowledge we obtained during our audit of the basic financial statements. We do not express an
opinion or provide any assurance on the information because the limited procedures do not provide
us with sufficient evidence to express an opinion or provide any assurance.
May 31, 2022
3
(Unaudited)
Our discussion and analysis of University Hospital of the State University of New York Upstate
Medical University’s (Hospital) financial performance provides an overview of the financial
activities as of and for the year ended December 31, 2021 with comparative information as of and
for the years ended December 31, 2020 and 2019. This discussion and analysis have been prepared
by management and should be read in conjunction with the Hospital’s audited financial statements
and related notes thereto, which follow this section.
COVID-19
On January 30, 2020, the World Health Organization (“WHO”) announced a global health
emergency because of a new strain of the coronavirus (the “COVID-19 outbreak”) and the risks to
the international community. In March 2020, the WHO classified the COVID-19 outbreak as a
pandemic, based on the rapid increase in exposure globally. On March 7, 2020, the Governor of
New York issued Executive Order Number 202, declaring a State disaster emergency.
On March 23, 2020, the New York State Department of Health issued a Facility Directive requiring
all hospitals in New York State to submit a COVID-19 Plan to increase bed capacity by 50% to
100%, cancel all elective surgeries and non-urgent procedures and to reschedule unnecessary
appointments, effective March 25, 2020. This ban on elective and urgent procedures was lifted in
late April 2020 and the Hospital began resuming elective surgeries and non-urgent procedures in
mid-May 2020 however, the increased bed capacity requirement remained in place throughout
2021.
surgical and outpatient procedures by health care facilities. As these restrictions were gradually
lifted, patient volumes and revenues improved throughout the year, but not to pre-pandemic levels.
Additional surges in late 2020 related to the Delta variant and to the Omicron variant in early 2021
continued to substantively impact patient volume and revenues throughout 2020 and 2021.
In March 2020, the federal government passed the Coronavirus Aid, Relief and Economic Security
Act (CARES Act). The CARES Act established a $175 billion Provider Relief Fund (PRF) to
assist hospitals and other health care providers with their COVID-19 response by reimbursing
providers for lost revenues associated with the reduced patient volumes and increased operating
expenses they experienced due to COVID-19. The Hospital recognized $120.4 million and $19.1
million in general and targeted PRF revenue in 2020 and 2021, respectively, recorded as
coronavirus relief assistance in the statement of revenues, expenses and changes in net position.
4 (Continued)
(Unaudited)
COVID-19, Continued
The CARES Act also expanded the Centers for Medicare & Medicaid Services (CMS) Accelerated
and Advance Payment Program to a broader group of Medicare Part A providers and Part B
suppliers. In 2020, the Hospital requested and received an advance of approximately $80.3 million
through the Accelerated and Advance Payment Program. CMS began recouping the advance over
an eighteen-month period beginning in April 2021 through the Hospital’s Medicare claim
payments. Approximately $37.5 million of the advance was repaid in 2021.
The CARES Act furthermore allowed the Hospital to defer the employer’s share of social security
payroll taxes between March 27, 2020 and December 31, 2020. The social security employer tax
deferral for the Hospital totaled approximately $17.5. Approximately $8.7 million of the deferred
amounts were repaid in November 2021 with the remaining balance due by December 31, 2022.
Financial Summary
Financial Highlights (In millions)
2021 2020 2019
Current assets $ 606.0 $ (49.6) $ 655.6 $ 168.6 $ 487.0 $ 77.9
Long-term assets and deferred
outflows of resources $ 1,016.2 $ 128.8 $ 887.4 $ 170.3 $ 717.1 $ 60.1
Long-term liabilities and
deferred inflows of
resources $ 873.7 $ (29.0) $ 902.7 $ 257.1 $ 645.6 $ 43.3
Net position $ 395.8 $ 100.3 $ 295.5 $ 14.3 $ 281.2 $ 61.8
DSH revenue $ 232.6 $ 48.1 $ 184.5 $ (12.9) $ 197.4 $ 42.4
Other operating revenue $ 204.1 $ 23.3 $ 180.8 $ 46.5 $ 134.3 $ 29.3
Operating expenses $ 1,377.0 $ (38.2) $ 1,415.2 $ 201.5 $ 1,213.7 $ 107.4
Non-operating revenue, net $ 1.3 $ (133.8) $ 135.1 $ 119.3 $ 15.8 $ (20.9)
Excess (deficiency) of
revenues over expenses $ 59.6 $ 60.1 $ (0.5) $ (52.7) $ 52.2 $ (4.0)
5 (Continued)

(Unaudited)
Statistical Summary
Statistical Highlights
2021 2020 2019
Admissions 33,824 1,314 32,510 (3,413) 35,923 1,151
Discharges 33,803 1,294 32,509 (3,354) 35,863 1,161
Observation cases 5,098 (579) 5,677 (57) 5,734 (263)
Patient days 194,340 13,191 181,149 (11,179) 192,328 2,386
Avg length of stay 6.1 0.4 5.7 - 5.7 (0.1)
Avg daily census 532 37 495 (32) 527 7
Full-time equivalent employees 6,805 77 6,728 166 6,562 280
FTEs per AOB 7.1 (0.6) 7.7 0.6 7.1 0.1
OR cases 19,487 1,300 18,187 (3,931) 22,118 185
Clinic visits 442,174 66,956 375,218 (31,458) 406,676 23,011
ER visits 97,793 5,767 92,026 (13,661) 105,687 3,672
Referred ambulatory visits 539,493 209,585 329,908 (19,192) 349,100 28,017
Overview of Financial Statements
The Hospital is a department of the State University of New York Upstate Medical University
(UMU). These financial statements are intended to present the financial position, changes in
financial position and cash flows for the Hospital only. They do not purport to present fairly the
financial position of UMU as a whole. The Hospital has recorded in the accompanying financial
expenses which it believes reflect its financial position and results of operations. This annual
report consists of a series of financial statements, a Balance Sheet, a Statement of Revenues,
Expenses and Changes in Net Position and a Statement of Cash Flows prepared in accordance with
U.S. Generally Accepted Accounting Principles (GAAP) as prescribed by the Governmental
Accounting Standards Board (GASB).
The Balance Sheet reports an entity’s financial resources (assets and deferred outflows of
resources), obligations (liabilities and deferred inflows of resources) and net position (assets and
deferred outflows of resources less liabilities and deferred inflows of resources) at a point in time.
Increases and decreases in the net position over time would serve as an indicator as to whether an
entity’s financial position has improved or deteriorated.
6 (Continued)
(Unaudited)
Overview of Financial Statements, Continued
The Statement of Revenues, Expenses and Changes in Net Position report an entity’s result from
operations (revenues less expenses) for a particular time frame, which is generally one year.
Increases and decreases in revenues over expenses would serve as an indicator as to whether an
entity’s financial operation has improved or deteriorated.
The Statement of Cash Flows reports cash receipts, cash payments and net changes in cash
resulting from operating, investing and financing activities. It describes sources of cash, uses of
cash and the changes in cash balances during the calendar year.
Table 1 below summarizes the Hospital’s assets, deferred outflows of resources, liabilities,
deferred inflows of resources and net position as of December 31, 2021, 2020 and 2019:
Table 1: Summary of Balance Sheet (in millions)
2021 2020 2019

Assets and deferred

outflows of resources:
Current assets $ 606.0 $ (49.6) $ 655.6 $ 168.6 $ 487.0 $ 77.9
Long-term assets 253.4 32.8 220.6 22.3 198.3 30.6
Capital assets, net 488.8 50.9 437.9 8.9 429.0 14.2
Deferred outflows of
resources 274.0 45.1 228.9 139.1 89.8 15.3
Total $ 1,622.2 $ 79.2 $ 1,543.0 $ 338.9 $ 1,204.1 $ 138.0
Liabilities and deferred

inflows of resources:
Long-term liabilities 159.3 (350.6) 509.9 251.6 258.3 60.6
Long-term debt and
capital leases 342.2 1.7 340.5 10.7 329.8 12.4
Deferred inflows of
resources 372.2 319.9 52.3 (5.2) 57.5 (29.8)
Total 1,226.4 (21.1) 1,247.5 324.6 922.9 76.2
Total net position 395.8 100.3 295.5 14.3 281.2 61.8
7 (Continued)
(Unaudited)

Current Assets
In 2021, the Hospital’s current assets decreased by a net $49.6 million. Significant changes
occurred in the following areas:
 Cash: In 2021, the Hospital’s cash balance decreased $98 million. The chart below reflects the
Hospital’s cash flows for the years ended December 31, 2021 and 2020.
2021 2020 Change
Cash flow summary (in millions):
Services to patients $ 1,023.2 $ 943.8 $ 79.4
Disproportionate share payments, net 170.6 201.2 (30.6)
Medicare advances (repayments) (37.5) 80.3 (117.8)
Other receipts 192.8 204.0 (11.2)
Payroll and employee benefits (673.7) (587.6) (86.1)
Expenses (729.4) (710.0) (19.4)
Net cash provided by (used in)
operating activities (54.0) 131.7 (185.7)
Cash flows from noncapital financing
activities 6.7 119.5 (112.8)
financing activities (50.9) (66.4) 15.5
Cash flows from investing activities 0.2 1.9 (1.7)
Net increase (decrease) in cash (98.0) 186.7 (284.7)
Cash at beginning of year 339.8 153.1 186.7
Cash at end of year $ 241.8 $ 339.8 $ (98.0)
Significant changes in cash occurred in the following areas:
 Services to Patients - $79.4 million increase:
Cash receipts from services to patients increased $79.4 million due to increased patient
volumes, increases in third party payment rates and case mix index associated with treating
more medically complex patients, and revenue cycle improvements.
 Disproportionate Share Payments, net - $30.6 million decrease:
The decrease in disproportionate share payments was primarily due to the receipt in 2020
of the delayed 2019 base payment of $62.2 million and increased payments in 2021
associated with settlement of the 2018 DSH cost report.
8 (Continued)
(Unaudited)
 Medicare Advances - $117.8 million decrease:

In 2021 the Hospital repaid $37.5 million of an $80.3 million advance from the CARES Act
Medicare Accelerated and Advance Payment Program that was received in 2020.
 Other Receipts - $11.2 million decrease:

The $11.2 million decrease in other receipts was primarily due to decreases of $18.4 million
in DSRIP receipts, $17.9 million in contract pharmacy and $17.6 million in Medical Service
Groups (MSGs) contract receipts, offset by a $42.5 million increase in retail pharmacy
receipts.
 Payroll and Employee Benefit Disbursements - $86.1 million increase:

The increase in payroll and employee benefits disbursements can be attributed to increases in
the following areas:
- A 2% increase in FTE employees: $8 million increase.
- Collective bargaining contract increases: $13.7 million increase.
- Overtime pay: $5.1 million increase.
- Geographic pay: $2.3 million increase.
- Retroactive adjustments: $16.8 million increase.
- Social security payroll tax payments: $29.3 million increase (including $8.4 million to
repay 50% of taxes deferred for the period March 27, 2020 through December 31, 2020).
- Pension contributions: $7.3 million increase.
- Health insurance premiums: $4 million increase.
 Other Expense Disbursements - $19.4 million increase:

The increase in other operating expense disbursements of $19.4 million is primarily due to
increased spending on pharmaceuticals of $23.5 million ($18.3 million Retail and Contract
Pharmacy and $5.2 million Hospital Pharmacy), $4.8 million on purchased services and $2.8
million on supplies, offset by decreases of $9 million in professional fees and $1.9 in minor
equipment purchases.
 Cash Flows from Noncapital Financing Activities - $112.8 million decrease:

Cash flows from noncapital financing activities decreased primarily due to CARES Act
Provider Relief Fund receipts decreasing from $120.4 million in 2020 to $5.8 million in 2021.
9 (Continued)
(Unaudited)
 Cash Flows from Capital Related Financing Activities - $15.5 million increase:
This increase was mainly due to increases in proceeds of $18.8 million in Tax Exempt Leasing
Program (TELP) and $12.8 million in bond debt, a $35.6 million increase in capital grants and
appropriations from the State of New York, offset by a $40.4 million increase in capital
purchases and a $9.8 million increase in debt service payments.
 Patient Accounts Receivable, net - $15.7 million decrease:

In 2021, the Hospital experienced a $15.7 million decrease in patient accounts receivable due
to strong revenue cycle performance throughout the year combined with a decline in patient
volume in the fourth quarter of 2021.
 Estimated Disproportionate Share (DSH) Receivable - $36.2 million increase:

Current amounts due from Medicaid for uncompensated care costs increased by $36.2 million
due to increases in the amount due for uncompensated care in 2018 and in estimates of
uncompensated care for the period 2019 through 2021.
 Other Receivables, net - $14.5 million increase:

Other receivables increased by $14.5 million primarily due to $13.3 million due from the Phase
4 Federal CARES Act Provider Relief Fund through December 31, 2021.
 Prepaid Expenses - $10.8 million increase:

In 2021, COVID-19 saliva collection and test kits held in inventory by a third party to be used
for statewide COVID-19 testing on SUNY students and staff increased by $6.8 million and
amounts advanced for future MSG operations support increased by $2.1 million.
Long-Term Assets, Excluding Capital Assets
In 2021, the Hospital’s long-term assets, excluding capital assets, increased by a net $32.8 million.
 Limited Use Assets - $24.2 million increase:
designation or terms of agreements. In 2021, net TELP proceeds increased by $24.5 million.
10 (Continued)
(Unaudited)
Long-Term Assets, Excluding Capital Assets, Continued
 Estimated Disproportionate Share Receivable - $25.8 million increase:

This increase is due to adjustments to amounts due in years subsequent to 2022 related to
uncompensated care costs due from Medicaid for the Hospital’s estimated 2020 and 2021 DSH
year losses.
 Due from State of New York – Professional Liability - $28 million decrease:
This change resulted from a decrease in a long-term receivable from the State of New York and
represents costs for professional liability cases incurred and incurred but not reported as of
December 31, 2021, estimated to be paid by the State on the Hospital’s behalf in future years.
 Net Pension Asset - $11.6 million increase:

This asset represents the excess of the Hospital’s ERS, PFRS, TRS and CGH defined benefit
pension plans combined fiduciary net position in excess of combined pension liabilities at
December 31, 2021, as determined under GASB 68.
Deferred Outflows of Resources
Deferred outflows of resources increased by $45.1 million. Deferred outflows from pension
obligations increased by $47.5 million, primarily due to an increase in outflows due to a change in
assumptions of $198.5 million and decrease in the net difference between projected and actual
earnings on pension plan investments of $151.5 million.
11 (Continued)
(Unaudited)

Current Liabilities
In 2021, the Hospital’s current liabilities increased by $7.9 million. Significant changes occurred
in the following areas:
 Current Debt Maturities - $13.9 million increase:
Current debt maturities increased by $13.8 million due to timing of new TELP leases added in
2020 and 2021 and amortization of existing debt.
 Accrued Wages - $6.4 million decrease:
Accrued wages decreased by $6.4 million, primarily due to payment in 2021 of annual salary
increases deferred in 2019 and 2020 subsequent to settlement of collective bargaining
agreements.
Long-Term Liabilities, Excluding Long-Term Debt
In 2021, the Hospital’s long-term liabilities, excluding long-term debt, decreased by $350.6
million. Significant changes occurred in the following areas:
 Net Pension Liability - $293.6 million decrease:
This decrease reflects changes to the Hospital’s actuarially determined long-term liability as of
December 31, 2021 for the Hospital’s ERS, PFRS, TRS and CGH defined benefit pension
plans. The Hospital’s combined pension plans’ fiduciary net position exceeded combined
pension liabilities by $11.6 million, which is recorded as a net pension asset at December 31,
2021.
 Medicare Advance - $36 million decrease:
This decrease represents the change in the amount due to Medicare for repayment of the $80.3
million advance received in 2020 under the CARES Act Medicare Accelerated and Advance
Payment Program.
 Accrued Employee Benefits - $13.6 million decrease:
This decrease includes an $8.7 million decrease in social security payroll taxes that were
deferred in 2020 that were paid in 2021 and a $5.8 million decrease in long-term vacation and
sick leave liability.
Net Position
In 2021, the Hospital’s net position increased by $100.3 million. This increase is due to the
Hospital’s excess of revenues over expenses of $59.6 million, capital grants and appropriations
from the State of $44.8 million, less transfers to SUNY of $4.1 million (See Table 2: Summary of
Revenues, Expenses and Changes in Net Position for discussion).
12 (Continued)

(Unaudited)
Table 2: Summary of Revenues, Expenses and Changes in Net Position (in millions)
2021 2020 2019
Disproportionate share revenue 232.6 48.1 184.5 (12.9) 197.4 42.4
Other revenue 204.1 23.3 180.8 46.5 134.3 29.3
Total operating revenues 1,435.3 155.7 1,279.6 29.5 1,250.1 124.3
Operating expenses:
Salaries 474.5 26.6 447.9 33.1 414.8 22.7
Employee benefits - other 151.0 3.0 148.0 13.5 134.5 5.3
Pension expense 14.5 (79.9) 94.4 50.0 44.4 10.6
Supplies and other 737.0 12.1 724.9 104.9 620.0 68.8
Total operating expenses 1,377.0 (38.2) 1,415.2 201.5 1,213.7 107.4
Operating gain (loss) 58.3 193.9 (135.6) (172.0) 36.4 16.9

Non-operating revenues (expense):
Appropriations from the State of
New York 20.2 0.6 19.6 (4.0) 23.6 (5.0)
Professional and general liability
appropriations (23.5) (31.2) 7.7 5.6 2.1 (16.8)
Coronavirus relief assistance 19.1 (101.3) 120.4 120.4 - -
Other (14.5) (1.9) (12.6) (2.7) (9.9) 0.9
Total non-operating revenues,
net 1.3 (133.8) 135.1 119.3 15.8 (20.9)
expenses 59.6 60.1 (0.5) (52.7) 52.2 (4.0)
Net transfers from (to) State of New
York and UMU (4.1) (9.7) 5.6 8.7 (3.1) 39.4
Capital grants and appropriations 44.8 35.6 9.2 (3.5) 12.7 (4.3)
Increase in net position 100.3 86.0 14.3 (47.5) 61.8 31.1
Net position at beginning of year 295.5 14.3 281.2 61.8 219.4 30.6
Net position at end of year $ 395.8 $ 100.3 $ 295.5 $ 14.3 $ 281.2 $ 61.7
13 (Continued)
(Unaudited)
Summary of Net Patient Service Revenue:
2021 2020 2019

Patient service revenue $ 1,064.1 $ 88.0 $ 976.1 $ (13.6) $ 989.7 $ 81.8

Less: provision for bad debts (65.5) (3.7) (61.8) 9.5 (71.3) (29.2)
Patient service revenue before provision for bad debts - $88 million increase:
Increased patient volumes associated with the gradual removal of COVID-19 related restrictions
resulted in a $88 million increase in net patient service revenue.
Significant factors affecting net patient service revenue were as follows:
 Inpatient admissions increased by 1,314 or 4% ($19.6 million increase)

 Inpatient case mix index increased by .04 or 2% ($11.6 million increase)
 ER visits increased by 5,767 or 6% ($3.3 million increase)
 Outpatient surgery cases increased by 1,422 or 14% ($7.1 million increase)
 Clinic visits increased by 67,535 or 18% ($10.8 million increase)
 Referred ambulatory service units increased by 154,920 or 47% ($34.3 million
increase)
During 2021, third-party payor mix and rate changes were approximately as follows:
Inpatient Outpatient
Rate Mix Rate Mix
Payor:
Medicare 1.2% 39.9% 0.4% 35.5%
Commercial 5.3% 21.7% 5.5% 31.4%
Medicaid 2.0% 31.9% 0.0% 25.0%
Other 0.0% 6.5% 0.0% 8.1%
100.0% 100.0%
14 (Continued)
(Unaudited)
The increase in the provision for bad debts in 2021 was primarily due to the increase in patient
service revenue.
Disproportionate Share Revenue - $48.1 million increase:

DSH is a Medicaid Disproportionate Share program administered by the New York State
Department of Health. This program reimburses the Hospital for uncompensated care provided to
its indigent Medicaid and self-pay populations. The $48.1 million increase in DSH revenue in
2021 was the result of adjustments made based on the Hospital’s actual 2018 DSH settlement that
was finalized in 2021 and to estimates of uncompensated care cost reimbursements for the years
2019 through 2021.
Other Revenue - $23.3 million increase:

The $23.3 million increase in other revenue in 2021 was mainly due to increases of $43 million in
retail pharmacy and $2.6 million in cafeteria sales, offset by decreases of $12.9 million in contract
pharmacy sales, $6.2 million in revenues from the DSRIP program and $4.6 million in MSG
contract revenue.
Salaries - $26.6 million increase:

Salary expense increased by $26.6 million or 6% in 2021. This increase relates to a 2% increase
in Hospital FTEs, annual salary increases as required by various collective bargaining agreements
and increased overtime and geographic differential pay needed to retain staff due to COVID-19
related increases in market salary rates for nursing and other clinical staff.
Employee Benefits - Other - $3 million increase:

The $3 million increase in employee benefits expense in 2021 included increases of $6.6 million
in health insurance and $3.4 million in payroll taxes, offset by decreases of $5.4 million and $2
million in accrued sick and vacation leave, respectively.
Pension Expense - $79.9 million decrease:

This decrease is the result of changes in the actuarially determined liability of the Hospital’s
defined benefit pension plans, as determined under GASB 68.
15 (Continued)
(Unaudited)
Supplies and Other Expenses - $12.1 million increase:

 Pharmaceutical supply expense increased by $27.3 million or 17%.
- Drug expenses for the Retail Pharmacy program and the Hospital pharmacies
increased $23.1 million and $6.3 million, respectively, while Contract Pharmacy
drug expense decreased by $3 million.
 Medical and non-medical supplies increased $3.4 million or 2%.
 Professional fees increased by $1.6 million or 41%.
 Purchased services – contract labor increased by $8.6 million or 14%.
 Purchased services – other increased by $3.8 million or 3%.
 Professional and general liability expense decreased by $31.2 million.
Annually, the Hospital adjusts its estimated professional liability expense based on review of past
claims history and current year settlements and open claims. In 2021, due to a decrease in open
claim reserves of $32.1 million, a credit of $23.5 to professional liability expense was recorded to
reduce professional liability reserves.
Non-Operating Revenues (Expenses) - $133.8 million decrease:

Non-operating revenues decreased by $133.8 million, primarily due to decreases in Provider Relief Fund
distributions of $101.3 million and State of New York malpractice appropriations of $31.2 million.
Net Transfers - $9.7 million decrease:

Capital transfers from the State for increases to fixed assets values and the percentage change in real
property utilized by the Hospital decreased by $9.7 million.
Capital Grants and Appropriations - $35.6 million increase:

In 2017, the Hospital was awarded a $70.6 million Capital Restructuring Financing Program
(CRFP) grant by the New York State Department of Health to support ambulatory care integration,
through the construction of a new multi-story ambulatory care facility on the Hospital’s Downtown
campus. In 2021, CRFP capital grant funds used to fund construction of the Hospital’s Health and
Wellness Center project increased by $38.3 million. In 2017, the Hospital also entered into an
agreement with the State, whereby the State authorized a debt free capital appropriation of
approximately $40.8 million for approved capital expenditures of the Hospital. In 2021, qualifying
capital expenditures under this agreement decreased by $2.7 million.
16 (Continued)
(Unaudited)
Capital Assets and Debt Administration
Capital Assets, Net
As of December 31, 2021, the Hospital had $488.8 million in capital assets, net of accumulated
depreciation. This compares with $437.9 million at the end of 2020. The components of capital
assets are as follows:
Summary of Capital Assets (in millions)
2021 2020 2019

Land $ 2.3 $ 0.0 $ 2.3 $ 0.0 $ 2.3 $ 0.0

Building and improvements 602.3 32.3 570.0 13.3 556.7 27.6
Equipment 372.4 3.4 369.0 11.1 357.9 24.5
Construction-in-progress 93.6 40.9 52.7 19.2 33.5 0.8
1,070.6 76.6 994.0 43.6 950.4 52.9
Accumulated depreciation (581.8) (25.7) (556.1) (34.7) (521.4) (38.7)
$ 488.8 $ 50.9 $ 437.9 $ 8.9 $ 429.0 $ 14.2
17 (Continued)
(Unaudited)
Debt Administration
The Hospital’s long-term debt (in millions) consisted of the following at December 31:
2021 2020 2019

Due to State of New

York $ 37.3 $ 20.3 $ 17.0 $ (6.9) $ 23.9 $ 3.1
Capital lease obligations 74.1 19.6 54.5 8.0 46.5 3.6
General obligation bonds 312.1 (4.1) 316.2 12.5 303.7 7.8
423.5 35.8 387.7 13.6 374.1 14.5
Less current portion (49.3) (13.5) (35.8) (7.3) (28.5) 8.0
$ 374.2 $ 22.3 $ 351.9 $ 6.3 $ 345.6 $ 22.5
In 2021, the Hospital’s debt increased by a net $35.8 million. Significant changes occurred in the
following areas:
 Amounts due to State of New York under certain agreements increased by $20.3 million.
In 2021, the State of New York prepaid $21.9 million of general obligation bond debt
allocated to the Hospital by DASNY and the debt was transferred from DASNY to the
State of New York. In addition, the long-term portion of loans payable to OGS and NYPA
decreased by $1.1 million.
 The Hospital’s capital lease obligations increased by $19.6 million. This net increase
 In 2021, the Hospital’s net bond liability decreased by $4.1 million. This decrease resulted
from $26.9 million in new ESDC bond financing and a $3.8 million increase in bond
premium, offset by the transfer of $21.9 million in debt to the State of New York, normally
scheduled principal payments of $6.6 million, a $6.3 million gain on the refinancing of
debt.
18 (Continued)
(Unaudited)
Economic Factors that will affect the Future
As a safety net hospital, the Hospital continues to serve a significant number of patients in its
community who are uninsured, under-insured or covered by Medicare and Medicaid programs.
As a result, the Hospital’s continued viability is directly linked to appropriate levels of funding
from Medicare, Medicaid and the Medicaid DSH programs. In recent years, the State has capped
its DSH contribution for the SUNY hospitals’ non-Federal share of DSH losses. Although this
has not affected the Hospital since State Fiscal Year 2018, this cap could potentially reduce the
Hospital’s future DSH payments.
Additionally, the Federal Consolidated Appropriations Act of 2021 changed how hospital-
specific Medicaid DSH funding caps (the maximum amount of Medicaid DSH funding a hospital
can receive) are calculated. This new policy severely impacts access to federal supplemental
support for public safety-net hospitals. Effective October 2021, Section 203 disallows Medicaid
dual-eligible enrollees (individuals eligible for both Medicaid and Medicare or other third-party
payor coverage) from DSH reimbursement cap calculations, which will significantly reduce
future DSH payments to the Hospital.
COVID-19’s impact on the economy in general and Hospital operations (discussed below), and on
Federal and State budgets could result in additional reductions to Medicare and Medicaid rates,
DSH payments and the State’s Support for Costs of State Sponsorship, having a negative impact
on overall revenue. As a result, the Hospital’s continued viability is directly linked to continued,
appropriate levels of funding from Medicare, Medicaid, the Medicaid DSH program and the State.
COVID-19 Pandemic
surgical and outpatient procedures by health care facilities. As these restrictions were lifted, patient
volumes and revenues gradually improved, but many services have not returned to pre-pandemic
levels. The COVID-19 pandemic has also exacerbated the nationwide shortage of nursing and
other clinical staff, increasing labor costs and resulting in staffing shortages in some clinical areas.
19 (Continued)
(Unaudited)
conditions will be driven by many factors, most of which are beyond management’s control and
ability to forecast. Such factors include, but are not limited to, depressed patient volume levels for
an indeterminable length of time, clinical staffing shortages, increased labor and supply costs and
changes to Federal and State funding of the Medicare and Medicaid programs. Because of these
and other uncertainties, we cannot estimate the length of or level of the ongoing impact of the
pandemic on business.
20
Balance Sheets
Assets and Deferred Outflows of Resources 2021 2020
Current assets:
Cash and cash held by the State $ 241,852 $ 339,877
Patient accounts receivable, net of allowance for doubtful accounts
of approximately $244,100 and $220,700 in 2021 and 2020, respectively 109,344 125,042
Estimated disproportionate share receivable 145,941 109,733
Due from third-party payors 7,908 2,698
Other receivables, net 45,232 30,727
Due from State of New York 4,043 4,670
Due from State of New York - professional liability 2,658 5,642
Inventories 20,443 19,482
Prepaid expenses and other 28,596 17,777
Total current assets 606,017 655,648
Assets whose use is limited:
Internally designated 544 634
Limited use assets 47,706 23,157
Unexpended bond proceeds - 212
Estimated disproportionate share receivable, net of current portion 82,085 56,322
Other long-term receivables and other assets, net 6,541 7,368
Due from State of New York - professional liability, net of current portion 104,914 132,916
Net pension asset 11,599 -
Capital assets, net 488,789 437,862
Total assets 1,348,195 1,314,119
Deferred outflows of resources 274,009 228,881
Total assets and deferred outflows of resources $ 1,622,204 $ 1,543,000
Liabilities, Deferred Inflows of Resources and Net Position
Current maturities of long-term debt and capital lease obligations 44,116 30,182
Accounts payable and accrued expenses 104,115 100,170
Accrued salaries and wages 37,067 43,506
Accrued interest 4,958 5,029
Due to third-party payors 55,367 56,289
Medicare advance 42,774 44,254
Total current liabilities 352,705 344,818
Long-term obligations, net of current maturities:
Net pension liability - 293,557
Medicare advance - 36,036
Capital lease obligations 51,574 35,824
Long-term debt 290,574 304,665
Total liabilities 854,158 1,195,123
Deferred inflows of resources 372,199 52,345
Total liabilities and deferred inflows of resources 1,226,357 1,247,468
Net position:
Net investment in capital assets 132,109 89,596
Unrestricted 263,738 205,936
Total net position 395,847 295,532
Commitments, contingencies and uncertainties (notes 2, 4, 6 and 7)
Total liabilities, deferred inflows of resources and net position $ 1,622,204 $ 1,543,000
21
Statements of Revenues, Expenses and Changes in Net Position

2021 2020
Operating revenues:
Net patient service revenue (net of provision for bad debts of
approximately $66,000 and $62,000, respectively) $ 998,610 $ 914,289
Disproportionate share revenue 232,576 184,508
Other operating revenues 204,127 180,826
Operating expenses:
Salaries and wages 474,527 447,895
Employee benefits - other 150,962 147,981
Pension expense 14,578 94,355
Supplies and other expenses 717,085 670,429
Non-operating revenues (expenses):
State of New York appropriations, net 20,261 19,578
State of New York professional liability appropriation (23,520) 7,658
Interest expense on capital-related debt (14,772) (14,453)
Gain on investment - 662
Total non-operating revenues, net 1,294 135,063
Excess (deficiency) of revenues over expenses 59,562 (521)
Net transfers from (to) the State University of New York (4,108) 5,560
Increase in net position 100,315 14,259
Net position, beginning of year 295,532 281,273
Net position, end of year $ 395,847 $ 295,532
22
Statements of Cash Flows
2021 2020
Services to patients $ 1,005,896 $ 927,336
Disproportionate share and pool payments, net 170,606 201,197
Medicare advances (repayments) (37,516) 80,290
Pass-through payments 17,307 16,514
Other 192,808 203,999
Salaries and wages (477,446) (431,299)
Employee benefits (196,291) (156,355)
Contract labor (66,351) (64,626)
Supplies and other expenses (663,002) (645,348)
Net cash provided by (used in) operating activities (53,989) 131,708
Cash flows from noncapital financing activities:
Transfers from (to) Upstate Medical University 880 (880)
Net cash provided by noncapital
financing activities 6,650 119,544
Cash flows from capital and related financing activities:
Purchases of capital assets (95,806) (55,412)
Proceeds from issuance of long-term debt 69,366 37,856
Change in assets whose use is limited (24,246) (23,219)
Repayment of long-term debt and capital lease obligations (51,336) (21,031)
Capital advances from the State, net 20,648 212
Cash paid for interest (14,399) (14,008)
Net cash used in capital and related
financing activities (50,912) (66,382)
Proceeds from liquidation of patronage interest - 662
Net cash provided by investing activities 226 1,856
Net increase (decrease) in cash and cash held
by the State (98,025) 186,726
Cash and cash held by the State:
Beginning of year 339,877 153,151
End of year $ 241,852 $ 339,877
23 (Continued)

2021 2020
provided by (used in) operating activities:
cash provided by (used in) operating activities:
Estimated disproportionate share receivable (61,971) 16,690
Inventories (961) (9,237)
Prepaid expenses and other (10,819) (13,022)
Accounts payable and other accrued liabilities (32,184) 48,931
Due from/to State of New York, net (803) (6,131)
Medicare advances (37,516) 80,290
Accrued wages and employee benefits (17,761) 36,254
Due to/from third-party payors, net (6,133) 12,336
Net cash provided by (used in) operating activities $ (53,989) $ 131,708
24
(1) Summary of Significant Accounting Policies
(a) Organization
University Hospital (Hospital) is operated as a department of the Upstate Medical

University (UMU), a medical campus of the State University of New York (SUNY).
These financial statements are intended to present the financial position, changes in
financial position and cash flows of only that portion of the financial reporting entity of
SUNY attributable to the transactions of the Hospital. They do not purport to present the
financial position of SUNY or UMU, the changes in their financial position or their cash
flows. Cash received by the Hospital from collection of accounts receivable or other sources
is remitted to the State. Expenditures of the Hospital are paid by the State. In addition,
expenditures related to certain general, professional and administrative services are shared by
UMU, a unit of SUNY, and the Hospital based on various statistics and other data reflective of
the Hospital’s use of such services. The Hospital has recorded in the accompanying financial
expenses which it believes reflect its financial position and changes in financial position.
The Hospital is the only major public hospital in the Central New York region and
provides a wide range of primary and specialized medical services, including a Children’s
Hospital, a Trauma Center, AIDS Care Center, Burn Unit, Pediatric Oncology, Kidney
Transplant Center, Cancer Center and Heart Center.
As a department of SUNY, which is part of the State, the Hospital is not subject to federal
or state income taxes.
(b) Basis of Presentation
The accompanying financial statements of the Hospital have been prepared on the accrual
basis of accounting and in conformity with accounting principles generally accepted in
the United States of America as prescribed by the Governmental Accounting Standards
Board (GASB) and the American Institute of Certified Public Accountants’ “Audit and
Accounting Guide for Health Care Entities,” under the economic resources measurement
focus. Reported expenses include the direct expenses of the Hospital and an allocation of
costs from (and to) other units of UMU for services provided to and shared with the
Hospital. Reported revenue includes net transfers from the State representing its support
to the Hospital for the costs of state sponsorship (see note 3 for details regarding this
support).
25 (Continued)
(c) Use of Estimates
The preparation of financial statements in conformity with accounting principles generally

accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. The most significant
estimates relate to the allowance for doubtful accounts, contractual allowances, amounts
due to or due from third-party payors, including amounts due from the New York State
Department of Health Medicaid Disproportionate Share Program, allocations from SUNY
and the State, estimated employee benefit costs, reserves for professional liabilities and
coronavirus relief assistance. Actual results could differ from those estimates.
(d) Performance Indicator
The statements of revenues, expenses and changes in net position include excess
(deficiency) of revenues over expenses as the performance indicator. Transactions deemed
by management to be ongoing, major or central to the provision of health care services are
reported as operating revenues and expenses. All other activities are reported as non-
operating activities.
(e) Cash and Cash Held by the State
The Hospital considers all highly liquid debt instruments with original maturities of three
months or less to be cash equivalents. Certain cash is pooled with other state funds and is
designated for the Hospital. The funds designated by the State in its records for the
Hospital are disbursed by the State on behalf of the Hospital, subject to appropriate
authorization. The Hospital maintains funds on deposit in excess of amounts insured by
the Federal Deposit Insurance Corporation limits. Management believes the credit risk
related to these deposits is minimal. Internally designated funds and limited use assets are
excluded from cash and cash held by the State.
The balances pooled are limited to legally stipulated investments which include
obligations of, or guaranteed by, the United States, obligations of the State and its political
subdivisions, and repurchase agreements. These investments are held by the State’s agent
in its name on behalf of SUNY. The funds designated by SUNY in its records for the
Hospital are interest earning to the Hospital.
The Hospital does not have a formal policy for collateral requirements for cash deposits.
The New York State comprehensive annual financial report contains the GASB No. 40
risk disclosures for deposits held in the State Treasury.
26 (Continued)
(f) Assets Whose Use is Limited
designation or terms of agreements. Assets whose use is limited totals $48,250 and
$24,003 at December 31, 2021 and 2020, respectively. Specific purpose funds include
limited use assets from equipment financing leases of $47,706 and $23,157, held in
escrow, as of December 31, 2021 and 2020, respectively. The University Construction
Fund (the “Construction Fund”) on behalf of the Hospital holds for future capital projects,
$544 and $634 as of December 31, 2021 and 2020, respectively and are included as
internally designated in assets whose use is limited. The remainder represents unexpended
bond proceeds.
(g) Net Patient Service Revenue and Patient Accounts Receivable
Net patient service revenue is reported at the estimated net realizable amounts from
patients, third-party payors and others for services rendered including estimated
adjustments under various reimbursement agreements with third-party payors. Revenue
under certain third-party payor arrangements is subject to audit, retroactive adjustments,
and significant regulatory actions. Such adjustments are accrued on an estimated basis in
the period the related services are rendered and adjusted in future periods as final
settlements are determined.
The current Medicaid, Medicare and other third-party payor programs are based upon
extremely complex laws and regulations that are subject to interpretation. As a result, there
is at least a reasonable possibility that recorded estimates will change in the near term.
Additionally, noncompliance with such laws and regulations could result in fines,
penalties and exclusion from such programs. The Hospital is not aware of any allegations
of noncompliance that could have a material adverse effect on the financial statements and
believes that it is in compliance with all applicable laws and regulations.
Non-Medicare Payments
Since January 1, 1997, the New York Health Care Reform Act of 1996 (“NYHCRA”) has
governed payments to hospitals in New York State. Under this system, hospitals and all
non-Medicare payors, except Medicaid, workers’ compensation and no-fault insurance
programs, negotiate hospitals’ payment rates. If negotiated rates are not established,
payors are billed at hospitals’ established charges. Medicaid, workers’ compensation and
no-fault payors pay hospital rates promulgated by the New York State Department of
Health on a prospective basis. Adjustments to the current and prior years’ rates for these
payors will continue to be made in future years.
27 (Continued)
Medicare Payments
Hospitals are paid for most Medicare inpatient services and most outpatient services under
the national prospective payment system and other methodologies of the Medicare
program for certain other services. Federal regulations provide for certain adjustments to
current and prior years’ payment rates, based on industry-wide and hospital-specific data.
The Hospital has established estimates, based on information presently available, of

amounts due to or from Medicare and non-Medicare payors for adjustments to current and
prior year payment rates, based on industry-wide and hospital-specific data. Additionally,
certain payors’ payment rates for various years have been appealed by the Hospital. If
the appeals are successful, additional income applicable to those years will be realized.
Other Provider Payments
The Hospital also has entered into payment agreements with certain commercial insurance
carriers, health maintenance organizations, and preferred provider organizations. The
basis for payment to the Hospital under these agreements includes prospectively
determined rates per discharge, discounts for established charges and per diem rates.
Approximately 54% and 55% of net patient service revenue (excluding provision for bad
debts) was generated from services rendered to patients under Medicare and Medicaid
programs in 2021 and 2020, respectively.
The Hospital’s cost reports have been audited and finalized by the Medicare fiscal
intermediary through December 31, 2017.
The Hospital recorded an increase to net patient service revenue of approximately $2,900
in 2021 and a decrease to net patient service revenue of approximately $1,500 in 2020,
respectively, as a result of third-party payor reimbursement rate settlements or changes in
estimates relating to prior rate years.
An allowance for uncollectible accounts receivable is estimated by management based on

periodic reviews of collectibility of accounts receivable considering historical experience
and prevailing economic conditions.
28 (Continued)
The Hospital grants credit without collateral to its patients, most of whom are local
residents and are insured under third-party payor agreements. Significant concentrations
of patient accounts receivable by payor at December 31 are as follows:
2021 2020
Patient Accounts Receivable
Medicare $ 43,103 $ 54,616
Medicaid 32,127 28,717
Blue Cross/Blue Shield/Excellus 15,767 19,087
Commercial insurance carriers and managed care
(including governmental sponsored programs) 40,203 44,045
Self-pay and other 222,252 199,279
Total patient accounts receivable 353,452 345,744
Less allowance for doubtful accounts on active
accounts receivable (244,108) (220,702)
Patient accounts receivable, net $ 109,344 $ 125,042
Medicaid Disproportionate Share Revenue

Congress created the Medicaid Disproportionate Share (DSH) program to ensure that
safety net hospitals would have adequate reimbursement rates to continue to provide
services to their patients. New York State (NYS) Medicaid DSH payments are matched
in the same fashion as ordinary Medicaid payments. For NYS, the match is split equally
between the State and the Federal government. The Federal government caps the amount
of dollars that it will contribute to each State’s Medicaid DSH program. The State cap is
measured on a cash basis. The Hospital’s DSH revenue is recorded on an accrual basis.
In order for any payments to be made to NYS hospitals for the Medicaid DSH program,
such amounts must be approved in the annual NYS budget. The Medicaid DSH program
is part of the NYS Department of Health’s (DOH) budget.
The NYS Medicaid DSH program allows the Hospital to claim reimbursement for losses
from serving Medicaid and self-pay patients. The Hospital files a cost report annually to
claim the reimbursement from Medicaid.
The Hospital estimates its annual DSH losses using actual Medicaid and Self-Pay
utilization, billing, payment and cost data for each unfinalized DSH year (currently 2019
- 2021), subject to periodic updating as new information or changes in the DSH reporting
methodology become available. In addition, appropriate risk reserves have been applied
based on the status and timing of DSH funding relative to open DSH years.
29 (Continued)
(h) Charity Care
The Hospital provides care to patients who meet certain criteria under its charity care
policy without charge or at amounts less than its established rates. Because the Hospital
does not pursue collection of amounts determined to qualify as charity care, they are not
reported as net patient service revenue. During 2021 and 2020, costs incurred by the
Hospital in the provision for charity care were based on a ratio of the Hospital’s costs to
gross charges and approximated $1,466 and $2,048, respectively.
(i) Inventory Valuation
Inventories consist of drugs and other supplies and are valued at cost, on a last-in, first-
out basis (drugs) and weighted average cost (supplies).
(j) Capital Assets
Capital assets are stated at cost, or fair value for donated assets. Maintenance and repairs
are charged to expense and betterments are capitalized. Depreciation is provided on the
straight-line method over the estimated useful lives of the assets ranging from 3 to 40
years. Amortization of equipment under capital leases is provided on the straight-line
method over the shorter of the lease term or the useful lives of the assets. Such
amortization is included in depreciation and amortization in the financial statements.
All capital assets are owned by the State and are remitted back to the State, upon retirement
and/or disposal at net book value. The Hospital evaluates its capital assets for impairment
whenever events or changes in circumstances indicate the carrying amount of the capital
asset may not be recoverable.
(k) Unrestricted Net Position and Net Investment in Capital Assets
Net position is comprised of assets and deferred outflows of resources less liabilities and
deferred inflows of resources. The net investment in capital assets component of net
position consists of capital assets including restricted capital assets (if any), less
accumulated depreciation and amortization and any outstanding debt related to the
acquisition, construction or improvement of those assets. When the Hospital has both
restricted and unrestricted resources available to finance a particular program, it is the
Hospital’s practice to use restricted resources before unrestricted resources.
30 (Continued)
(l) Grants and Contributions
The Hospital receives grants as well as contributions from private organizations.

Revenues from grants and contributions (including contributions of capital assets) are
recognized when all eligibility requirements, including time requirements are met. Grants
and contributions may be restricted for either specific operating purposes or for capital
purposes. Amounts that are unrestricted or that are restricted to a specific operating
purpose are reported as operating revenues. Amounts restricted to capital acquisitions are
reported after non-operating revenues and expenses.
(m) Compensated Absences
Under terms of personnel policies and union agreements, Hospital employees are
permitted to accumulate absences associated with vacation and compensatory time-off up
to certain limits. Employees also earn sick leave credits. At eligible retirement, any
unused sick leave credits may be used to pay the employees’ share of post-retirement
health insurance. The Hospital accrues an estimated liability for these anticipated
payments.
(n) Deferred Outflows of Resources and Deferred Inflows of Resources
Deferred outflows of resources are defined as a consumption of net assets by the Hospital
that is applicable to a future reporting period. Deferred inflows of resources are defined
as an acquisition of net assets by the Hospital that is applicable to a future reporting period.
Deferred outflows and deferred inflows of resources include amounts related to changes
in the net pension liability of the Hospital’s proportionate share in the cost sharing pension
plans and the Upstate Medical University Retirement Plan for Former Employees of
Community General Hospital (CGH) (CGH Plan). Deferred outflows of resources also
include the Hospital’s contributions to the pension plans subsequent to the measurement
date.
Deferred inflows of resources also include Delivery System Reform Incentive Payment
(DSRIP) Program payments received and gains resulting from refinancing of debt which
represents the difference between the reacquisition price and the net carrying amount of
the old debt and is amortized over the life of the related debt.
31 (Continued)
(o) Estimated Professional Liability Costs
The provision for estimated professional liability claims includes estimates of the ultimate
costs for both reported claims and claims incurred but not reported.
(p) State of New York Appropriations
Support of the Hospital operations is provided by the State in the form of funds transferred
to, or expenses incurred on behalf of the Hospital. These fund transfers or expenses are
reflected on an accrual basis in the Hospital’s statements of revenues, expenses and
changes in net position.
During 2017, the Hospital entered into an agreement with the State, whereby the State
authorized a debt-free capital appropriation of approximately $40,800 for approved capital
expenditures of the Hospital through 2021. During 2021 and 2020, the Hospital made
approximately $726 and $3,949 in qualifying capital expenditures and has recognized
these expenditures as capital appropriations in the statement of revenues, expenses and
changes in net position pursuant to this agreement. The remaining amount of
approximately $7,900 is expected to be expended during 2022.
(q) Delivery System Reform Incentive Payment (DSRIP) Program
In 2014, the Governor of the State announced federal approval of a Medicaid 1115 waiver
amendment that enabled the State to reinvest $8 billion in federal savings generated by
Medicaid Redesign Team (MRT) reforms into the State’s health care system. The DSRIP
program is designed to promote community-level collaborations, through the Performing
Provider Systems (PPS) and focus on systems reform, specifically a goal to achieve a 25
percent reduction in avoidable hospital use over five years.
The Hospital recorded other operating revenue from this program of approximately $589
and $7,345 for the years ended December 31, 2021 and 2020, respectively. An additional
amount of approximately $1,047 and $7,944 is included in deferred inflows of resources
at December 31, 2021 and 2020, respectively. The term of the DSRIP program ran through
2020 and the Hospital did not receive any payments during 2021.
32 (Continued)
(r) Capital Restructuring Finance Program (CRFP)
In 2016, the DOH and the Dormitory Authority of the State of New York established a
Capital Restructuring Financing Program to provide an additional $1.2 billion in grants to
support the goals of DSRIP. In 2017, the Hospital was awarded a $70,600 capital grant
to support ambulatory care integration through the construction of a new multi-story
ambulatory care facility on the Hospital’s Downtown campus. These funds have been
suballocated to the SUNY Construction Fund and for the years ended December 31, 2021
and 2020, there were approximately $42,407 and $5,639, respectively, in grant funds
expended on the Hospital’s behalf. The Hospital has recognized these expenditures as
capital grants and appropriations in the statements of revenue, expenses and change in net
position for the year ended December 31, 2021 and 2020. The estimated project
completion date is anticipated March 2023.
(s) 340B Program Pharmacy Revenue
The Hospital participates in the 340B Drug Discount Program, which allows the Hospital
to purchase certain outpatient drugs at a discount for the purpose of stretching federal
resources to reach more eligible patients. The 340B program pharmacy revenue is
comprised of 340B revenue from contract pharmacies in the community served and a retail
pharmacy operated by the Hospital. For 2021 and 2020, revenue of approximately
$150,700 and $120,200, respectively, was recognized under the program and is included
within other operating revenues in the statements of revenues, expenses and change in net
position. Amounts paid under the 340B program are subject to audit and compliance
requirements, which may result in repayment of 340B funds.
(t) Subsequent Events
The New York State fiscal year 2022 - 2023 budget, which was adopted in April 2022,
included a provision providing debt service relief for the three SUNY Hospitals, whereby
the State has agreed to pay March through October 2022 bond debt service on the
Hospitals’ behalf. As a result, the Hospital expects to record approximately $30.8 million
in State support for debt service in 2023.
In 2022, the Hospital announced its intent to acquire Crouse Health. The transaction is
pending various regulatory and governance approvals, including a Certificate of Need
from the New York State Department of Health.
Subsequent events have been evaluated through May 31, 2022, the date in which the
financial statements were available to be issued.
33 (Continued)
(2) Coronavirus Pandemic
Pandemic
In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic
and the United States federal government declared COVID-19 a national emergency. The
COVID-19 pandemic resulted in various restrictive measures mandated by New York State
such as limits on elective surgeries, social distancing, quarantines and shelter-in-place orders.
As the impact of COVID-19 continues to evolve, the impact on the Hospital’s operations are
uncertain and will depend on future developments. The Hospital continues to address the
challenges and impacts of the COVID-19 pandemic including protecting the health and safety
of employees and patients as well as assessing the availability of personal protective
equipment, ICU beds, and other needed supplies to be better positioned for potential surges
and comply with regulations. Because of these and other uncertainties, the Hospital cannot
estimate the length or severity of the pandemic’s impact on the business. Any resulting
decreases in cash flows and operating performance may have an impact on significant
accounting estimates, including price concessions related to uninsured patient accounts and
potential impairments of long-lived assets.
Pandemic Relief Assistance
On March 27, 2020, the President of the United States signed into law the Coronavirus Aid,
Relief, and Economic Security Act (“CARES Act”) to provide economic assistance to a wide
array of industries to ease the financial impact of COVID-19. Subsequent to the CARES Act,
there were several pieces of legislation that were signed into law that continued and/or
enhanced various provisions within the CARES Act, including the Paycheck Protection
Program and Health Care Enhancement Act on April 24, 2020, the Paycheck Protection
Program Flexibility Act on June 5, 2020, the Consolidated Appropriations Act, 2021 on
December 27, 2020, and the American Rescue Plan Act of 2021 on March 11, 2021.
34 (Continued)
Pandemic Relief Funds
During 2021 and 2020, the Hospital received approximately $5,100 and $120,400 in payments
from the Provider Relief Fund (PRF) under the CARES Act. Additionally, the Hospital was
awarded approximately $14,000 in rural payments under the American Rescue Plan Act of
2021 (ARP), which was recorded as other receivable (current) within the balance sheet at
December 31, 2021. The Hospital received the payment in January 2022. Collectively, the
Hospital recognized approximately $19,100 and $120,400 as coronavirus relief assistance for
the years ended December 31, 2021 and 2020, respectively. The Hospital recognizes PRF and
ARP rural payments as revenue when the related conditions are substantially met. PRF and
ARP rural payments provide funding from the U.S. Department of Health and Human
Resources (HHS) to healthcare providers to support healthcare-related expenses or lost
revenue attributable to COVID-19. Funds received from HHS represent payments to providers
and do not need to be repaid as long as the Hospital complies with certain terms and conditions
imposed by HHS, including reporting and compliance requirements.
Centers for Medicare & Medicaid Services (CMS) Accelerated and Advance Payments
Program
As of September 2020, the Hospital received $80,290 in payments under the CMS Expanded
Accelerated and Advance Payments Program. In accordance with the program, recoupment
began in April 2021. After 29 months from receipt, CMS expects any amount not paid back
through the withhold amounts to be paid back in a lump sum or interest will begin to accrue
subsequent to the 29th month at a rate of 4 percent annual interest assessment. As of December
31, 2021, the remaining balance of the advance payments to be recouped amounted to
$42,774, which is classified as a current liability.
Deferment of Employer Side Social Security Payments
As allowed under the CARES Act, the Hospital deferred the employer’s share of social
security taxes between March 27, 2020 and December 31, 2020 amounting to approximately
$17,500. These deferred taxes are to be repaid evenly over two years, with 50% due
December 31, 2021 and the remainder due by December 31, 2022. Accordingly, $8,700 has
been recorded as current liabilities at December 31, 2021 and 2020, and $8.700 was recorded
in other long-term liabilities at December 31, 2020.
35 (Continued)
(3) Transactions with SUNY and the State of New York
The Hospital is an operating unit of SUNY. The following describes its related-party
transactions for the years ended December 31, 2021 and 2020.
Cash and Cash Held by the State
The Hospital’s cash collections are electronically transferred daily to the Office of State
Comptroller. At December 31, 2021 and 2020, cash held by the State amounted to $239,051
and $335,186, respectively.
The Hospital and UMU share related operating costs. These costs are split between the
Hospital and UMU based on various statistical methodologies and other data reflective of the
Hospital’s use of such services.
The Hospital’s annual portion of these costs for the years ended December 31 is as follows:
2021 2020
Administrative services $ 12,924 $ 13,507

Human resources 5,474 5,269
Utilities 9,762 8,414
Facility operations 43,638 45,549
Information systems 13,270 13,200
Total shared service allocations $ 85,068 $ 85,939
36 (Continued)
Appropriations from the State of New York
The Hospital is supported, for various operating needs, by the State. The State funds all
professional liability expenses of the Hospital through the State self-funded professional
liability program. The Hospital recognizes professional liability cost as expense and
correspondingly records appropriations from the State. The State also funds payroll and
benefits expense for certain employees, including resident supervision. The Hospital reports
this support as appropriations from New York State under non-operating revenues in its
statements of revenues, expenses and changes in net position.
The Hospital’s appropriations for the years ended December 31 are comprised of the
following:
2021 2020
Debt service $ 435 $ 656
State supported payroll and benefits expense 19,826 18,922
$ 20,261 $ 19,578
Professional liability insurance $ (23,520) $ 7,658
37 (Continued)
Due from/to State of New York

As of December 31 due from/to State of New York consisted of the following:
2021 2020
Current due from/to State of New York:
Long-term due from/to State of New York:
Current due from State of New York:
UMU (a) $ 3,238 $ 3,790
Grants (b) 805 880
$ 4,043 $ 4,670
Current due to State of New York:

STIP loan (c) $ 3,919 $ 3,919
New York Power Authority (d) 279 211
Office of General Services (OGS) (d) 1,018 907
UMU (e) 1 552
$ 5,217 $ 5,589
Long-term due to State of New York:
Office of General Services (OGS) (d) $ 6,612 $ 7,560
New York Power Authority (d) 3,535 3,828
Debt service paid on behalf of Hospital (note 5) 21,923 -
$ 32,070 $ 11,388
(a) At December 31, 2021 and 2020, the Hospital had amounts due from UMU of
approximately $3,238 and $3,790, respectively, for parking, reimbursement of COVID
related purchases and true up of energy expenses. During 2021, the Hospital received
UMU’s allocated share of bond defeasance costs paid by the Hospital in 2020 for transfer
of operational control of Hutchings Psychiatric Center Buildings 3 and 4 from the New
York State Office of Mental Health to SUNY and UMU.
(b) At December 31, 2021 and 2020, the Hospital had net amounts due from DOH from
various grants of approximately $805 and $880, respectively.
(c) At June 30, 2001, SUNY converted the Hospital’s outstanding balances due to the State
for employee benefits into an informal Short-Term Interest Pool (“STIP”) loan. Interest
is accrued at the average daily short-term interest rate as provided by the Office of State
Comptroller. During 2021 and 2020, interest was accrued at rates ranging from 0.05% to
0.13% and 0.12% to 1.69%, respectively.
38 (Continued)
(d) SUNY has entered into an agreement with the Power Authority of the State of New York
(NYPA) to develop and implement energy conservation improvements at State facilities
and ultimately reduce energy consumption and related expenses. There are several loans
payable to Office of General Services and NYPA, all with varying end dates and variable
interest rates that are adjusted annually, payable through June 2034.
(e) At December 31, 2021 and 2020, the Hospital had net amounts due to UMU of
approximately $1 and $552, respectively.
Net transfers from/(to) the State University of New York
In 2021 and 2020, the Hospital’s net capital transfers from/(to) SUNY amounted to $(4,108)
and $5,560, respectively, primarily comprised of decreases and increases to the capital asset
values related to the reallocation of physical building space and equipment transfers to other
areas within the UMU Campus. The Hospital reports these transactions as changes in net
position, excluded from excess (deficiency) of revenues over expenses.
Medical Oversight
According to an agreement entered into in 1988, the Hospital agreed to transfer funds to the
UMU Income Fund Reimbursable (IFR) for the doctor’s supervision of medical residents at
the Hospital. In 2021 and 2020, the Hospital’s annual expense related to these transfers was
approximately $21,900 and $21,200, respectively, to cover expenses of this program.
Physicians from several Medical Service Groups (MSG’s) provide supervisory, teaching and
direct patient care services in Hospital departments for which the Hospital bills the patients
and recognizes the revenues. In 2021 and 2020, the MSG’s have been reimbursed by the
Hospital for the services of these physicians amounting to approximately $4,300 and $4,200,
respectively.
Medical Service Groups
The MSG’s have also contracted with the Hospital to provide its patients with direct patient
care. The MSG’s bill and collect revenue for these patients and remit these funds to the
Hospital. During 2021 and 2020, the Hospital recognized revenues from the MSG’s of
approximately $39,350 and $42,090, respectively, for services provided by the MSG’s.
39 (Continued)
Upstate Community Medical, P.C.
Upstate Community Medical, P.C. (UCM) is a New York professional service corporation
that provides a comprehensive source for acute medical care and related services in
connection with the Hospital. UCM began operations in 2005. In 2015, UCM converted to a
501(c)(3) organization affiliated with the Hospital through a shareholder agreement. The
Hospital contracts with UCM to provide certain medical administrative services and
professional medical services to Hospital patients and has expensed approximately $19,100
and $18,700 for the years ended December 31, 2021 and 2020, respectively, under the
contract. The Hospital also provides certain management, administrative and support services
to UCM, and charged UCM approximately $430 for each of the years ended December 31,
2021 and 2020 under the contract. At December 31, 2021 and 2020, the Hospital had accounts
payable due to UCM of approximately $1,700 and $1,400, respectively. At December 31,
2021 and 2020, the Hospital had accounts receivable due from UCM of approximately $5,574
and $5,144, respectively. The Hospital maintains a reserve for the UCM accounts receivable
(4) Capital Assets
Capital assets recorded at cost, consisted of the following at December 31:
Closed
projects and
Depreciable assets:
938,945 54,917 (19,143) 974,719
Buildings and improvements (272,603) (17,801) 498 (289,906)
(556,140) (44,201) 18,498 (581,843)
Land 2,312 - - 2,312
The estimated costs to complete construction in progress at December 31, 2021 are
approximately $171,000, of which approximately $100,000 is for the Ambulatory Care
Center. The Hospital expects substantially all of the costs to be funded using the $70,600
grant awarded and bond funding.
40 (Continued)

Closed
projects and
Depreciable assets:
914,558 38,457 (14,070) 938,945
Buildings and improvements (253,761) (18,842) - (272,603)
(521,368) (48,369) 13,597 (556,140)
Land 2,307 5 - 2,312
(5) Long-Term Obligations
The Hospital was constructed and substantially equipped by the State University Construction
Fund as agent for the New York State Housing Finance Agency. The Dormitory Authority
of the State of New York (DASNY) and the Empire State Development Corporation (ESDC)
issue general obligation bonds, a portion of which is used to finance the construction projects
of the Hospital as well as other SUNY institutions and State related projects. Certain amounts
of the bonds sold (Series 2005A through Series 2021F) have been assigned to the Hospital
from which certain amounts have been expended. General obligation bonds are primarily
termed at thirty years, payable in semi-annual installments including interest ranging between
1.3% and 4.5%. Debt covenants on bond obligations are the responsibility of the State and
are measured at the State level.
41 (Continued)
As of December 31, 2021 and 2020, outstanding bond and other bond related long-term debt
activity was as follows:

New York State:
General obligation bonds $ 305,295 56,381 (64,261) 297,415
$ 304,665 39,101 (53,192) 290,574

New York State:
General obligation bonds $ 294,303 $ 30,165 $ (19,173) $ 305,295
$ 298,987 $ 20,538 $ (14,860) $ 304,665
The 2021 decrease in the table above includes a reclassification of $21,923 to Due to New
York State due to prepayments during 2021 of certain bonds by New York State on behalf of
the Hospital, which the Hospital is obligated to repay to the State.
The Hospital’s principal and interest requirements based on outstanding bonds and long-term
debt as of December 31, 2021 are as follows:

2022 $ 21,542 13,159 34,701

2023 4,120 9,775 13,895
2024 4,767 9,175 13,942
2025 9,108 9,461 18,569
2026 9,008 10,703 19,711
2027 - 2031 60,926 45,533 106,459
2032 - 2036 73,631 30,427 104,058
2037 - 2041 61,644 16,426 78,070
2042 - 2046 32,222 6,765 38,987
2047 - 2051 20,447 1,280 21,727
$ 297,415 $ 152,704 $ 450,119
42 (Continued)
The Hospital, in conjunction with DASNY and commercial lenders, participates in the
DASNY’s Tax-Exempt Equipment Leasing Program (“TELP”) for financing equipment.
Capital leases are issued through a third party, and the Hospital is responsible for payments
of principal, and interest, ranging from 0.78% - 2.49%. Capital lease obligations are
collateralized by the related equipment.
Capital lease obligations consisted of the following at December 31, 2021 and 2020:
Capital leases $ 54,467 $ 42,500 $ (22,819) $ 74,148

$ 35,824 $ 38,569 $ (22,819) $ 51,574
Capital leases $ 46,508 $ 23,700 $ (15,741) $ 54,467

$ 30,767 $ 20,798 $ (15,741) $ 35,824
A summary of future minimum lease principal and interest payments under capital leases as
of December 31, 2021 is as follows:

2022 $ 22,574 822 23,396
2023 18,019 524 18,543
2024 15,779 281 16,060
2025 13,451 127 13,578
2026 4,325 17 4,342
Total minimum lease

payments $ 74,148 $ 1,771 $ 75,919
Under terms of the leases, costs associated with the maintenance and operation of the leased
equipment are the responsibility of the Hospital.
43 (Continued)
A schedule of changes in the Hospital’s other long-term obligations for 2021 and 2020 is as
follows:


Net pension liability (asset) 293,557 59,705 (364,861) (11,599) -
Medicare advance 80,290 - (37,516) 42,774 42,774
Accrued employee benefits 90,076 - (11,322) 78,754 56,433
$ 619,458 $ 128,779 $ (493,449) $ 254,788 $ 107,082


Net pension liability 87,884 242,507 (36,834) 293,557 -
Medicare advance - 80,290 - 80,290 44,254
Accrued employee benefits 67,189 25,091 (2,204) 90,076 54,157
$ 314,048 $ 357,246 $ (51,836) $ 619,458 $ 109,642
(6) Commitments
A summary of future minimum rental payments required under operating leases that have initial
or remaining non-cancellable lease terms in excess of one year as of December 31, 2021 is as
follows:

2022 $ 12,501
2023 12,729
2024 12,639
2025 10,612
2026 7,815
2027 - 2031 28,909
2032 - 2036 1,148
2037 - 2041 116
Total minimum required lease payments $ 86,469
44 (Continued)
Rental expense for operating leases for office space amounted to approximately $12,631 and
The Hospital has certain long-term, unconditional purchase obligations and commitments for
certain supplies. The aggregate amount of required payments under these various
commitments at December 31, 2021 is as follows:

2022 $ 7,157
2023 6,351
2024 4,300
2025 840
Total purchase obligations $ 18,648
Supplies expense for these purchase commitments amounted to approximately $7,063 and
(7) Contingencies and Litigation
In the normal course of business, medical professional and other liability claims have been
asserted against the Hospital by various claimants, and other claims may be asserted
principally arising from services provided to patients in the past.
Records related to medical professional and other liability claims and litigation are maintained
centrally by the State. All settlements in excess of insurance coverage and uninsured claims
are paid from the adjustment and claims accounts in the State. The State is contingently liable
in connection with claims and other legal actions involving the Hospital, including those
currently in litigation arising in the normal course of Hospital activities. The Hospital does
not carry professional liability insurance and, instead, the State administers these types of
cases in the same manner as all other claims against the State involving Hospital activities in
that any settlements of judgments and claims are paid by the State from an account established
for this purpose.
The Hospital and UMU, at any given time, are involved in a number of legal actions and
proceedings. A number of cases are pending against the State in the Court of Claims seeking
damages in tort or contract cases involving the Hospital. Any settlements in excess of
insurance coverage (for periods covered by insurance), and for claims after July 1, 1987
(where self-insurance is in place), including those relating to asserted and unasserted medical
professional liability claims, would be paid directly from the judgment and claims account of
the State.
45 (Continued)
The healthcare industry is subject to numerous laws and regulations of federal, state and local
governments. Compliance with these laws and regulations are subject to government review
and interpretation as well as regulatory actions. Recently, government activity has increased
with respect to investigations concerning possible violations by health care providers of fraud
and abuse statutes and regulations.
(8) Retirement Plans
The Hospital offers four state administered retirement plans: the New York State Employees’
Retirement System (“ERS”); New York State Local Police and Fire Retirement System
(PFRS); New York State Teachers’ Retirement System (“TRS”); and an Optional Retirement
Program (ORP). Obligations of employers and employees to contribute and benefits to
employees under these plans are governed by the New York State Retirement and Social
Security Law (“NYSRSSL”) and Education Law and may only be amended by the Legislature
with the Governor’s approval. As set forth in the NYSRSSL, the Comptroller of the State of
New York (“Comptroller”) serves as sole trustee and administrative head of the various plans.
The Comptroller shall adopt and may amend rules and regulations for the control of the funds.
The Hospital also administers a single-employer defined benefit plan for former employees
of CGH (CGH Plan).
New York State Employees’ Retirement System (ERS)
ERS is a cost-sharing, multiple-employer, defined benefit public plan administered by the

State Comptroller. The Hospital reports the net pension liability for employees of the
Hospital that participate in the ERS pension plan.
The plan offers a wide range of programs and benefits. ERS benefits vary based on the date
of membership, years of credited service and final average salary, vesting of retirement
benefits, death and disability benefits, and optional methods of benefit payments. ERS
provides a permanent annual cost-of-living increase to both current and future retired
members meeting certain eligibility requirements. Participating employers are required under
law to contribute to these plans at an actuarially determined rate. The ERS rate is determined
annually by the State Comptroller and the average contribution rate for the fiscal years ended
March 31, 2021 and 2020 was approximately 14.6 percent of payroll.
46 (Continued)
ERS provides retirement benefits as well as death and disability benefits through a range of
programs. For those members joining prior to January 1, 2010 benefits generally vest after
five years of credited service. For those joining after January 1, 2010, benefits generally vest
after 10 years of credited service. The NYSRSSL provides that all participating employers in
ERS are jointly and severally liable for any actuarial unfunded amounts. Such amounts are
collected through annual billings to all participating employers. Employees who joined ERS
after July 27, 1976 and before January 1, 2010 and have less than ten years of service or
membership are required to contribute 3.00% of their salary. Those joining on or after January
1, 2010 and before April 1, 2012 are required to contribute 3.50% of their annual salary for
their entire working career. Those joining on or after April 1, 2012 are required to contribute
between 3.00% and 6.00%, dependent upon their salary, for their entire working career.
Employee contributions are deducted from their salaries and remitted on a current basis to
ERS.
For ERS, the long-term expected rate of return on pension plan investments was determined
in accordance with Actuarial Standard of Practice (ASOP) No. 27, Selection of Economic
Assumptions for Measuring Pension Obligations. ASOP No. 27 provides guidance on the
selection of an appropriate assumed investment rate of return. Consideration was given to the
expected future real rates of return (expected returns, net of pension plan investment expense
and inflation) for each major asset class as well as historical investment data and plan
performance. In addition, the projection of cash flows used to determine the discount rate
assumed that contributions from plan members will be made at the current member
contribution rates and that contributions from participating employers will be made at
statutorily required rates, actuarially determined. Based on these assumptions, the fiduciary
net position was projected to be available to make all projected future benefit payments of
current plan members. Therefore, the long-term expected rate of return on pension plan
investments was applied to all periods of projected benefit payments to determine the total
pension liability. For 2021 and 2020, ERS used a discount rate of 5.9% and 6.8%, respectively.
The total contributions made to the ERS Plan during 2021 and 2020 was approximately
$44,000 and $36,000, respectively.
The Hospital recognized a net pension liability of approximately $1,100 and $294,900 for its
proportionate share of the ERS net pension liability at December 31, 2021 and 2020,
respectively. The Hospital’s proportionate share of the net pension liability was determined
consistent with the manner in which contributions to the pension plan are determined and was
based on the ratio of the Hospital’s total projected long-term contribution effort to the total
ERS projected long-term contribution effort from all employers.
47 (Continued)
The net pension liability at December 31, 2021 was measured as of March 31, 2021, and was
determined by an actuarial valuation as of April 1, 2020, with update procedures used to roll
forward the total pension liability to March 31, 2021. The net pension liability at
December 31, 2020 was measured as of March 31, 2020, and was determined by an actuarial
valuation as of April 1, 2019, with update procedures used to roll forward the total pension
liability to March 31, 2020. The proportionate share of the net pension liability for ERS was
approximately 1.11% measured at March 31, 2021 and 2020.
For the years ended December 31, 2021 and 2020, the Hospital recognized pension expense
related to ERS of approximately $19,000 and $94,000, respectively. At December 31, 2021
and 2020, the Hospital reported deferred outflows and deferred inflows of resources related
to ERS from the following sources:
2021 2020

actual experience $ 13,549 $ - $ 17,357 $ -
Changes of assumptions 203,983 3,847 5,938 5,128
plan investments - 318,685 151,188 -
Changes in proportion and
differences between employer
contributions and proportionate
share of contributions 4,026 18,542 6,200 18,474
to the measurement date 43,517 - 36,209 -
$ 265,075 $ 341,074 $ 216,892 $ 23,602
Amounts reported as deferred outflows of resources and deferred inflows of resources related
to ERS pensions will be recognized as an offset to pension expense as follows:
2022 $ 24,482
2023 11,229
2024 20,502
2025 63,303
48 (Continued)
The actuarial valuation as of April 1, 2020, with update procedures used to roll forward the
total pension liability to March 31, 2021, and the actuarial valuation as of April 1, 2019, with
update procedures used to roll forward the total pension liability to March 31, 2020, included
the following actuarial assumptions.
Assumptions 2021 2020
Actuarial cost method Entry age normal Entry age normal
Inflation 2.7% 2.5%
Salary scale 4.4% 4.2%
Investment rate of return, 5.9% compounded 6.8% compounded

including inflation annually, net of investment annually, net of investment
expenses expenses
Cost of living adjustments 1.4% annually 1.3% annually
Decrements Developed from each Developed from each

Plan’s 2020 experience Plan’s 2015 experience
study for the period study for the period
April 1, 2015 through April 1, 2010 through
March 31, 2020 March 31, 2015
Mortality improvement Society of Actuaries Scale Society of Actuaries Scale

MP-2020 MP-2018
Discount rate 5.9% 6.8%
49 (Continued)
Best estimates of arithmetic real rates of return for each major asset class included in the ERS
target asset allocation as of March 31, 2021 and 2020 are as follows:
2021 2020
Long-term Long-term
expected expected
Target real rate of Target real rate of
Asset class allocation return* allocation return*
Domestic equities 32% 4.05% 36% 4.05%
International equities 15 6.30 14 6.15
Private equities 10 6.75 10 6.75
Real estate 9 4.95 10 4.95
Absolute return strategies - - 2 3.25
Opportunistic portfolio** 3 4.50 3 4.65
Credit 4 3.63 - -
Real assets 3 5.95 3 5.95
Bonds and mortgages 23 - 17 0.75
Cash 1 0.50 1 -
Inflation-indexed bonds - - 4 0.50
Total 100% 100%
*Real rates of return are net of a long-term inflation assumption of 2.0% and 2.5% as of March 31,
**Absolute return strategies portfolio combined with Opportunistic portfolio.
Sensitivity of the net pension liability to changes in the discount rate. The following presents
the net pension liability (asset) of the Hospital, calculated using the discount rate of 5.9% as
well as what the Hospital’s net pension liability (asset) would be if it were calculated using a
discount rate that is 1 percentage point lower (4.9%) and 1 percentage point higher (6.9%)
than the current year rate:
Current
(4.9%) (5.9%) (6.9%)
Net pension liability (asset) $ 307,926 $ 1,109 $ (281,847)
The ERS retirement system issues a publicly available financial report that includes financial
50 (Continued)
Upstate Medical University Retirement Plan for Former Employees of Community General
Hospital (CGH Plan)
The Hospital also administers a single-employer defined benefit plan, “The Upstate Medical
University Retirement Plan for Former Employees of Community General Hospital (CGH)”
(CGH Plan). This plan provides for retirement benefits for former employees of CGH, and
can be amended subject to applicable collective bargaining and employment agreements. For
those who opted out of this plan, benefit accruals were frozen. No new participants can enter
this plan. The Hospital established a Pension Oversight Committee (Committee) which has
the primary fiduciary responsibility for oversight of the CGH Plan. The Committee is
permitted to invest plan assets pursuant to various provisions of State law, including the State
Retirement and Social Security Law (RSSL).
The CGH Plan provides retirement, disability, termination and death benefits to plan
participants and their beneficiaries. Pension benefits are generally based on the highest five-
year average compensation of the final ten years of employment, and years of credited service
as outlined in the plan. Covered employees with five or more years of service are entitled to
a pension benefit beginning at normal retirement age (65). Participants with less than five
years of service are not vested. Participants become fully vested after five years of service.
The funding policy is to contribute enough to the plan to satisfy the annual required
contributions (ARC) and the employer contributions. Employees do not contribute to the Plan.
For the CGH Plan, the long-term expected rate of return on pension plan investments was
determined in accordance with Actuarial Standard of Practice (ASOP) No. 27, Selection of
Economic Assumptions for Measuring Pension Obligations. ASOP No. 27 provides guidance
on the selection of an appropriate assumed investment rate of return. Consideration was given
to the expected future real rates of return (expected returns, net of pension plan investment
expense and inflation) for each major asset class as well as historical investment data and plan
performance. The projection of cash flows used to determine the discount rate assumed that
contributions will be made at statutorily required rates, actuarially determined. Based on these
assumptions, the fiduciary net position was projected to be available to make all projected
future benefit payments of current plan members. Therefore, the long-term expected rate of
return on pension plan investments was applied to all periods of projected benefit payments
to determine the total pension liability. The CGH Plan used a discount rate of 6.50% for 2021
and 2020. The total contributions made to the CGH Plan during 2020 were approximately
$540. No contributions were made to the CGH Plan during 2021.
51 (Continued)
At December 31, 2021 and 2020, the Hospital recognized a net pension asset of $12,457 and
$2,042, respectively, based on the net pension asset as reported by the plan as follows:
2021 2020
Plan fiduciary net position $ 117,965 $ 107,045

Total pension liability 105,508 105,003
Net pension asset $ 12,457 $ 2,042
Ratio of plan fiduciary net position to total

pension liability 111.8% 101.9%
The total pension asset was measured as of January 1, 2021 and was determined by using an
actuarial valuation as of January 1, 2021. For the years ended December 31, 2021 and 2020,
the Hospital recognized pension income (expense) of approximately $4,428 and $(490)
related to the CGH Plan.
At December 31, 2021 and 2020, the Hospital reported deferred outflows and deferred inflows
of resources related to the CGH Plan from the following sources:
2021 2020

actual experience $ 55 - $ 353 $ -
Changes of assumptions - 180 - 137
plan investments - 14,144 - 9,039
to the measurement date - - 540 -
$ 55 14,324 $ 893 $ 9,176
52 (Continued)
At December 31, 2021 and 2020, approximately $0 and $540 was reported as deferred
outflows of resources resulting from the Hospital’s contributions subsequent to the
measurement date that will be recognized as an increase to the net pension asset in the year
ended December 31, 2021 and 2020, respectively. Other amounts reported as deferred
outflows of resources and deferred inflows of resources will be recognized as an offset to
pension expense as follows:
2022 $ 4,666
2023 2,620
2024 4,989
2025 1,994
Membership of the CGH Plan at January 1, 2021 totalled 1,273 members, comprised of 322
active members, 156 inactive vested members, and 795 retirees and beneficiaries currently
receiving benefits. Membership of the CGH Plan at January 1, 2020 totalled 1,306 members,
comprised of 335 active members, 180 inactive vested members, and 791 retirees and
beneficiaries currently receiving benefits. The actuarial assumptions included in the
January 1, 2021 and 2020 valuation included an inflation factor of 3.0%, projected salary
increases of 3.5% and investment rate of return of 6.5%. Mortality rates were based on the
sex-distinct Pri-2012 Mortality Tables for employees and healthy annuitants, with mortality
improvements projected using Scale MP-2020 (Scale MP-2019 for January 1, 2020) on a fully
generational basis.
Best estimates of arithmetic real rates of return for each major asset class included in the CGH
Plan’s target asset allocation as of December 31, 2021 and 2020 were as follows:
2021 2020
Long-term Long-term
Target expected real Target expected real
Asset Class allocation rate of return* allocation rate of return*
U.S. equities 50% 4.60% 50% 4.90%

Non-U.S. equities 15% 4.50% 15% 4.75%
Fixed income 30% (0.25%) 30% 0.50%
Alternative (real assets) 5% 3.75% 5% 4.00%
100% 100%
*Real rates of return are net of a long-term inflation assumption of 2.00% and 2.25% as of
December 31, 2021 and 2020, respectively.
53 (Continued)
Sensitivity of the net pension asset to changes in the discount rate: The following presents the
net pension asset calculated using the discount rate of 6.5%, as well as what the net pension
asset would be if it were calculated using a discount rate that is 1 percentage point lower
(5.5%) or 1 percentage point higher (7.5%) than the current rate:
Current
(5.5%) (6.5%) (7.5%)
Net pension asset $ 2,225 $ 12,457 $ 21,247
The CGH Plan issues a stand-alone financial report on a calendar year basis (i.e.,
December 31) that includes disclosure about the elements of the pension plan’s basic financial
statements. These financial statements are prepared on the accrual basis of accounting in
accordance with GAAP, with investments reported at fair value and benefits recognized when
due and payable in accordance with the terms of the CGH Plan. The pension plan fiduciary
net position has been determined on the same basis used by the pension plan. The schedule of
changes in the net pension liability for the CGH Plan are reflected in the Required
Supplementary Information. The pension plan financial statements may be requested at
FOIL@upstate.edu.
New York State Teachers’ Retirement System (TRS)
Hospital employees also participate in the New York State Teachers’ Retirement System
(“TRS”). At December 31, 2021 and 2020, the Hospital recognized a net pension liability
(asset) of approximately $(446) and $76, respectively, for its proportionate share of the TRS
income (expense) of approximately $38 and $(89), respectively, related to TRS.
Each retirement system issues a publicly available financial report that includes financial
statements and supplementary information. The TRS report may be obtained at
https://www.nystrs.org/Library/Publications/Annual-Reports.
New York State Police and Fire Retirement System (PFRS)
Hospital employees also participate in the New York State Police and Fire Retirement System
(“PFRS”). At December 31, 2021 and 2020, the Hospital recognized a net pension liability
of approximately $195 and $608, respectively, for its proportionate share of the PFRS
expense of approximately $43 and $164, related to PFRS.
54 (Continued)
investment provider’s employer-funded vested retirement contracts and elect participation in
55 (Continued)
Other Post-Employment Benefits (OPEB)
The State, on behalf of the Hospital, provides health insurance coverage for eligible retired
Hospital employees and their survivors as part of the New York State Health Insurance
Program (“NYSHIP”). NYSHIP offers comprehensive benefits through various providers
consisting of hospital, medical, mental health, substance abuse and prescription drug
programs. The State administers NYSHIP and has the authority under Article XI of Civil
Service Law to establish and amend the benefit provisions offered. NYSHIP is considered a
single employer defined benefit plan offered by SUNY to its participants, is not a separate
trust, and no assets are accumulated to satisfy premiums. The State’s policy is that the
State/SUNY is responsible for recording the actuarially determined liability under GASB No.
75, Accounting and Financial Reporting for Postemployment Benefits Other than Pensions
and therefore the Hospital has not recorded a liability in the accompanying financial
statements.
(9) Disclosures about Fair Value of Financial Instruments
The following methods and assumptions were used by the Hospital in estimating the fair value
of its financial instruments:
The carrying amounts reported in the balance sheet of the Hospital for cash and cash held by
the State, assets whose use is limited, accounts receivable, amounts due to/from third-party
payors, amounts due to/from State of New York, accounts payable and accrued expenses
approximate their fair value.
DASNY issues bonds on behalf of the Hospital. DASNY has numerous separate maturities
of bonds which would have to be separately valued, and, secondly, the unique circumstances
affecting the State make it impractical to estimate the fair value of bonds. Additionally,
considering the restrictive nature of the bond issuer, it is management’s opinion that such
disclosure would not enhance the usefulness of the financial statements.
56
Required Supplementary Information - Schedule of the Hospital’s
Proportionate Share of the ERS Net Pension Liability
(Unaudited)
2021 2020 2019 2018 2017 2016 2015
Proportion of the
net pension
liability 1.11% 1.11% 1.05% 1.00% 0.95% 0.91% 0.89%
Proportionate
share of the net
pension liability $ 1.1 $ 294.9 $ 74.5 $ 32.3 $ 89.1 $ 146.0 $ 30.3
Covered-employee
payroll $ 314.3 $ 286.8 $ 268.2 $ 245.1 $ 230.3 $ 211.9 $ 193.7
Proportionate
share of the net
pension liability
as a % of its
covered payroll 0.3% 102.8% 27.8% 13.2% 38.7% 68.9% 15.6%
Pension plan’s
fiduciary net
positon as a %
of the total
pension liability 99.9% 86.4% 96.3% 98.2% 94.7% 90.7% 97.9%
Changes in benefit terms. There were no significant legislative changes in benefits from the
April 1, 2020 and 2019 actuarial valuations.

57
Required Supplementary Information - Schedule of Employer Contributions
for the ERS Plan
(Unaudited)
2021 2020 2019 2018 2017 2016 2015

Contractually required
contribution $ 43.5 $ 36.2 $ 33.9 $ 31.0 $ 32.6 $ 31.5 $ 33.1
Contributions in relation
to the contractually
required contribution $ 43.5 $ 36.2 $ 33.9 $ 31.0 $ 32.6 $ 31.5 $ 33.1
Contribution deficiency - - - - - - -
Covered-employee
payroll for fiscal year
ended June 30 $314.3 $ 286.8 $ 268.2 $ 245.1 $ 230.3 $ 211.9 $ 193.7
Contribution as a
percentage of
covered-employee
payroll 13.8% 12.6% 12.6% 12.6% 14.2% 15.4% 16.5%

58
Required Supplementary Information - Schedule of Changes in the Net Pension

Liability and Related Ratios for the CGH Plan
(Unaudited)
2021 2020 2019 2018 2017 2016 2015

Total pension liability:
Service cost $ 0.5 $ 0.5 $ 0.6 $ 0.6 $ 0.7 $ 0.8 $ 0.9
Interest 6.7 6.7 6.7 6.6 6.6 6.5 5.9
Changes of assumptions (0.5) (0.4) (0.3) (0.7) (1.4) - 5.8
Difference between expected
and actual experience 0.1 0.9 0.6 1.8 0.3 1.1 0.4
Net change in total
pension liability 0.5 (1.9) 1.8 (0.9) 1.3 1.4 9.2
beginning 104.9 106.8 105.0 105.9 104.6 103.2 94.0
ending (a) 105.4 104.9 106.8 105.0 105.9 104.6 103.2
Plan fiduciary net position:
Employer contributions 0.5 2.5 1.1 2.0 2.8 2.0 3.5
Net investment income (loss) 16.8 20.8 (5.2) 15.6 7.4 (0.7) 5.9
Administrative expenses (0.1) (0.2) (0.2) (0.2) (0.1) (0.2) (0.1)
Net change in Plan
fiduciary net position 10.9 13.5 (10.1) 8.2 5.2 (5.9) 5.5
beginning 107.0 93.5 103.6 95.4 90.2 96.1 90.6
ending (b) 117.9 107.0 93.5 103.6 95.4 90.2 96.1
Net pension (asset) liability,
ending (a) - (b) $ (12.5) $ (2.1) $ 13.3 $ 1.4 $ 10.5 $ 14.4 $ 7.1
Ratio of Plan fiduciary net
position to total pension
liability 111.8% 102.0% 87.6% 98.6% 90.1% 86.3% 93.0%
Covered-employee payroll $ 22.9 $ 23.3 $ 24.3 $ 25.5 $ 27.3 $ 29.9 $ 33.6
Net pension (asset) liability
as a percentage of
covered-employee payroll -54.5% -9.0% 54.8% 5.7% 38.4% 48.0% 21.3%

59
Required Supplementary Information - Schedule of Employer Contributions for the CGH Plan
(Unaudited)
2020 2019 2018 2017 2016 2015 2014 2013 2012 2011
Actuarially determined
contribution (1) $ 0.5 $ 2.5 $ 1.1 $ 2.0 $ 2.6 $ 1.9 $ 1.5 $ 2.6 $ 3.0 $ 1.2
Contributions in relation to
the actuarial determined
contribution (2) 0.5 2.5 1.1 2.0 2.8 2.0 3.0 2.6 3.0 1.2
Contribution excess $ - $ - $ - $ - $ 0.2 $ 0.1 $ 1.5 $ - $ - $ -
Covered-employee
payroll (3) $ 22.9 $ 23.3 $ 24.3 $ 25.5 $ 27.3 $ 29.9 $ 33.6 $ 36.0 $ 16.0 ** 21.9 *
Contribution as a percentage
of covered-employee
payroll 2.36% 10.51% 4.66% 7.92% 10.24% 6.76% 9.02% 7.14% 18.57% 5.44%
* Period from January 1, 2011 through July 6, 2011

** Period from July 7, 2011 through December 31, 2011
(1) The actuarially determined contribution includes normal costs, adjustments made to record the
reconciliation of projected salary to actual salary and miscellaneous accounting adjustments.
(2) The contributions in relation to the actuarially determined contribution reflects actual payments.
(3) Covered-employee payroll represents pensionable payroll at the end of each Plan year. It is not
practicable to obtain covered employee payroll amounts at the end of each fiscal year.
60
Required Supplementary Information - Notes to Required Supplementary Information
for the CGH Plan
(Unaudited)
Changes in benefit terms. There were no significant legislative changes in benefits for the
January 1, 2021 actuarial valuation.
Changes in assumptions. The actuarial assumptions for the mortality basis used for the January 1,
2021 actuarial valuation were changed from the Pri-2012 Mortality Tables, by gender, with fully
generational improvements using Scale MP-2019 to the Pri-2012 Mortality Tables, by gender, with
fully generational improvements using Scale MP-2020.
Methods and assumptions used in calculations of actuarially determined contributions. The

January 1, 2021 actuarial valuation determines the employer rates for contributions payable in
2021. The following actuarial methods and assumptions were used:
Amortization method Level dollar, 20 year closed
Remaining amortization period 10.5 years
Asset valuation method Market value
Inflation 3.0%
Compensation 3.5% increases, limited to a maximum of

$285,000
Investment rate of return 6.5%
Termination 1992 Vaughn Select and Ultimate Table
61
Baseline Financial Projection
DRAFT
Inpatient Revenue
• 5.7% volume expansion in FY22, 0.8% growth in FY23, and 0.9% average
growth from FY24 through FY26
• Changes in reimbursement rates consistent with Crouse’s historic and projected
increases
• Payor mix remains relatively constant with slight shift towards Managed
Medicare / Medicaid
• FY22 IP NPR by payor is based on the 2021 payor mix percentages (Payor
IP NPR / Total IP NPR)
• FY22 NPR per discharge by payor is calculated using IP NPR by payor /
budgeted IP volume by payor
past historical trends as a percentage of the total IP NPR per FS (waiting to
receive gross and net source file
• Total miscellaneous adjustments amount from gross to net revenue is
based on the IP YOY growth factor for the projection period
• IP NPR by discharge % change is rolled forward, consistent with past
historical trends
• FY26 and FY26 IP volume projections remain relatively consistent with
historical trends
Outpatient Revenue
• 5.7% volume expansion in FY22 (assumed based on IP YOY growth, until
receiving source file), 2.0% growth in FY23, and 2.1% average growth from
FY24 through FY26
• Payor mix remains constant
• Changes in reimbursement consistent with Crouse’s historic and projected rate
increases
DRAFT
Outpatient Revenue
• FY22 OP NPR by payor is based on the 2021 payor mix percentages
(Payor OP NPR / Total OP NPR)
• FY22 NPR per discharge by payor is calculated using OP NPR by payor /
budgeted OP volume by payor
past historical trends as a percentage of the total OP NPR per FS (waiting
to receive gross and net source file
past historical trends as a percentage of the total NPR per FS (waiting to
receive gross and net source file)
• NPR by encounter % change is rolled forward, consistent with past
historical trends
• FY26 and FY26 OP volume projections remain relatively consistent
Other Revenue
• Assumptions consistent with Crouse’s projections
• No COVID-19 funding assumed to be received during FY22
Expenses
• Assumptions consistent with Crouse’s FY22 Budget for projected period
• Salaries and wages: -1.1% YOY expense contraction in FY22, 5.9% increase in
FY23, and an average increase of 3.9% from FY24-FY26
• GT utilized adjusted occupied beds of 4.3 FTEs per AOB for FY23-FY26
• Salary per FTE for FY23 is assumed to increase 5.0%, and with an average
increase of 3.0% from FY24-FY26
DRAFT
Expenses
• Medical supplies and drugs: of 4.0% in FY23 and 2.5% YOY expense increase in
FY22
• Fringe benefits: 25.7% of salaries and wages in FY22, increased to 27.2%
beginning in FY23
• Other expenses line item includes repairs and maintenance, as well as utilities
expense
• Inflation growth rate assumed to be 2.0% each year during the projection period
CMP Cash Transfer

• $25.0M transferred to CMP based on Crouse FY22 Budget
• Projected 2% annual increase in Cash Transfer to CMP
CHH Projections DRAFT
Update Notes
Historical Projection
2020 2021 2022 2023 2024 2025 2026 • Fringe benefits as a percent of
Revenues, gains and other support without donor restrictions salaries increased by 1.5%
Patient service revenue, net $ 396,218,962 $ 437,779,046 $ 472,680,183 $ 485,389,198 $ 498,922,737 $ 513,108,410 $ 527,851,917
beginning in 2023. ~+$3m per
Provision for bad debts - - - - - - -
Net patient service revenue less provision for bad debts 396,218,962 437,779,046 472,680,183 485,389,198 498,922,737 513,108,410 527,851,917
year from prior version
(Removed)
Other Operating Income 38,991,598 25,653,200 16,440,298 16,882,330 17,353,041 17,846,433 18,359,227
Total revenues, gains and other support without donor restrictions 435,210,560 463,432,247 489,120,481 502,271,529 516,275,778 530,954,843 546,211,144
Expenses
Salaries and wages 183,102,155 203,034,744 200,800,705 212,621,934 220,880,586 229,491,357 238,437,809
Medical supplies and drugs 80,750,472 88,971,109 91,187,033 95,134,952 97,594,672 99,874,803 102,210,021
Fringe benefits 45,002,985 46,137,259 51,648,735 54,689,320 56,813,560 59,028,370 61,329,522
Other Expenses 34,241,579 40,194,032 52,363,506 59,773,080 61,439,662 63,186,552 65,002,136
Purchased services 25,902,305 30,392,294 30,872,958 32,714,634 33,626,778 34,582,875 35,576,569
Physician Fees 15,243,083 13,502,392 16,708,354 17,042,521 17,383,372 17,731,039 18,085,660
Rent 5,723,328 6,462,253 7,503,777 7,503,777 7,503,777 7,503,777 7,503,777
Insurance 5,029,497 5,454,396 4,655,955 4,947,433 5,085,377 5,229,967 5,380,244
Professional Fees 3,159,832 2,574,424 2,573,849 2,854,402 2,933,988 3,017,409 3,104,110
New York State cash receipts assessments 2,058,203 2,108,237 2,304,356 2,313,355 2,368,557 2,425,075 2,482,943
Total Operating Expenses 400,213,439 438,831,140 460,619,228 489,595,407 505,630,328 522,071,224 539,112,791
EBITDA 34,997,121 24,601,106 28,501,253 12,676,122 10,645,450 8,883,619 7,098,353
Depreciation and amortization 19,089,125 18,670,429 19,013,364 19,716,858 20,446,382 21,202,898 21,987,406
Interest Expense / (Gain) 3,557,178 3,677,204 3,602,297 3,212,603 3,055,090 2,905,301 2,762,856
Net Operating Income 12,350,818 2,253,473 5,885,592 (10,253,339) (12,856,023) (15,224,581) (17,651,908)
Non-Operating Expense 2,809,835 (79,345,625) (72,000) (72,000) (72,000) (72,000) (72,000)
Hospital Gain 9,540,983 81,599,097 5,957,592 (10,181,339) (12,784,023) (15,152,581) (17,579,908)
Financial Projection – P&L – Debt, Working Capital & Synergy Refinement
DRAFT
Projection Update Notes
2022 2023 2024 2025 2026
Baseline Projection (in thousands) • Items in yellow are synergies for business planning purposes
Net Income (Loss) (19,100) (35,800) (38,900) (41,800) (44,700)
- Ancillary services – includes assumed cost savings of $2.8M on a
Total Margin % -4.8% -10.2% -10.3% -10.7% -11.1%
five-year projected basis as well as an additional $1.5M in
standardized pharmacy practices
Revenue Synergies
DSH 17,500 17,500 17,500 17,500 17,500 - Revenue cycle – Includes baseline improvements of $1.2M per year
Clinical - - 11,000 10,700 10,700 on a steady state basis as well as $1.4M in additional improvements
Ambulatory Network Development - - 2,000 3,900 5,900 to Crouse’s revenue cycle function
Revenue Synergies Total 17,500 17,500 30,500 32,100 34,100
- Supply chain – this figure includes the $1.7M run rate as well as
Expense Synergies ramped-up additional savings of $9.5M in year five.
Nursing Staff Augmentation (3,400) (3,600) (3,700) (3,800) (3,900)
Ancillary Services 900 3,700 4,300 4,300 4,300 - CMP improvement – includes $0.3M in assumed synergies as well as
Corporate Finance - 1,600 1,400 1,200 900 and additional $3.2M in additional cost synergies.
Revenue Cycle 600 2,600 2,600 2,600 2,600
Supply Chain 900 3,700 6,200 8,700 11,200
Information Technology (2,500) (1,600) (600) (600) (600)
Staffing - 2,700 3,600 3,600 3,600
StaffCo Benefits - (3,200) (3,300) (3,400) (3,600)
Expense Synergies Total (3,500) 5,900 10,500 12,600 14,500
Synergies Total 14,000 26,200 44,500 48,200 52,100

Cumulative 14,000 40,200 84,700 132,900 185,000
Net Income (5,100) (9,600) 5,600 6,400 7,400

Total Margin % -1.1% -2.0% 1.1% 1.3% 1.4%
Financial Projection – Working Capital & Other Closing Costs Worksheet
DRAFT
Crouse
Current assets
Patient Accounts Receivable, net of estimated uncollectibles 79,154 3,495,825 24,167,468 27,742,447 27,304,440 55,046,887
Current portion of assets limited as to use 17,494,512 175,342 - 17,669,854 - 17,669,854
Funds held in trust by others 5,479,475 636,574 - 6,116,049 - 6,116,049
Total current assets 85,191,870 6,072,144 24,167,468 115,431,482 30,133,940 145,565,422
Current liabilities and debt

Current portion of estimated self insurance costs (WC,HI,PL) 4,278,996 - 4,278,996 - 4,278,996
Long term debt 3,675,000 - - 3,675,000 - 3,675,000
Non current long term debt 76,889,242 - - 76,889,242 - 76,889,242
Total current liabilities and debt 85,191,870 6,072,144 24,167,468 115,431,482 64,401,066 179,832,548
(Deficit)/balance $ - $ - $ - $ - $ (34,267,126) $ (34,267,126)
Notes A
• The table above displays Crouse’s liquid current assets against its current liabilities and total outstanding debt as of 12/31/21.
• Current liabilities were moved to the assumed responsible entities with Upstate covering any cash shortfall when providing working capital as well as extinguishing Crouse’s
current outstanding long-term debt
• Current assets were applied to existing Crouse entities first, StaffCo second and any remaining amounts to Upstate.
• Under this scenario Upstate would have to fund approximately $34M of Crouse’s current liabilities
• This excludes all other long-term liabilities currently recorded by Crouse as well as prepaids and inventory
Financial Projection – Cash Flows – Debt, Working Capital & Synergy Refinement
DRAFT
Projection
2022 2023 2024 2025 2026 Update Notes
A Net Income (5,100) (9,600) 5,600 6,400 7,400 • Items highlighted in grey have been updated:
• Working Capital & Other Closing Costs – Assumes current
Crouse cash and other liquid current assets would be used to
Depreciation 28,000 31,300 34,700 38,000 41,300
cover current liabilities and the overall shortfall to Upstate (not
Interest 3,500 3,400 3,200 3,100 2,900 included since this analysis is Crouse only). The calculation is
B Total 31,500 34,700 37,900 41,100 44,200 provided on the previous slide.
Uses of Cash - Investments • Medicare APP Repayment – Figures are included and are
Epic Implementation (21,700) (7,200) - - - displayed net in the Working Capital & Other Closing Costs figure
Capital Expenditures (25,000) (25,000) (25,000) (25,000) (25,000) • This table does not include the additional $34M of Upstate
C Total (46,700) (32,200) (25,000) (25,000) (25,000) funding displayed on the prior slide.
(Uses)/Sources of Cash - Financing

Lease Payment (3,100) (3,100) (3,100) (3,100) (3,100)
New Debt Service (900) (1,700) (2,600) (3,400) (4,300)
Epic - Financed (6,000) (6,000) (6,000) (6,000) (6,000)
D Total 43,900 14,200 13,300 12,500 11,600
B+C+D = E Uses of Cash Total 28,700 16,700 26,200 28,600 30,800
E+A=F Net Cash Impact 23,600 7,100 31,800 35,000 38,200
G Beginning Cash & Equivalents - 23,600 30,700 62,500 97,500

F+G=H Ending Cash & Equivalents 23,600 30,700 62,500 97,500 135,700
DRAFT
Crouse
CURRENT ASSETS:
Pa ient Accounts Receivable, net of es imated uncollectibles 79,154 3,495,825 24,167,468 27,742,447 27,304,440 55,046,887
Inventory Supplies - 175,342 - 175,342 10,547,742 10,723,084
Prepaid Assets - 636,574 - 636,574 7,067,301 7,703,875
Current por ion of assets limited as to use 17,494,512 - - 17,494,512 - 17,494,512
Total Current Assets 79,712,395 6,072,144 24,167,468 109,952,007 47,748,983 157,700,990
Assets limited as to use - - - - - -

Funds held in trust by others 5,479,475 - - 5,479,475 - 5,479,475
Property, plant and equipment, net 114,848,563 748,774 - 115,597,337 - 115,597,337
Interest in net assets of Crouse Heal h Founda ion, Inc. - - - - - -
Investments in Related Par ies - - - - 736,724 736,724
Debt Issuance Costs 3,873,192 - - 3,873,192 - 3,873,192
Good will - 1,085,000 - 1,085,000 - 1,085,000
Advance to Related Parties 569,634 - - 569,634 - 569,634
TOTAL ASSETS $ 204,483,259 $ 7,905,918 $ 24,167,468 $ 236,556,645 $ 48,485,707 $ 285,042,352
DRAFT
Crouse
CURRENT LIABILITIES
Current portion of estimated self insurance costs (WC,HI,HPL) 4,278,996 - - 4,278,996 - 4,278,996
Long term debt 3,675,000 - - 3,675,000 - 3,675,000
Total Current Liabilities 8,302,628 6,072,144 24,167,468 38,542,240 64,401,066 102,943,306
Asset retirement obligation - - - - 3,071,739 3,071,739
Long term debt 76,889,242 - - 76,889,242 - 76,889,242
Long term portion of estimated self insurance costs (WC,HI,PL) 16,926,500 - - 16,926,500 - 16,926,500
Long term portion of liabilities to third-party payors - - - - 6,664,811 6,664,811
Long term portion of accrued postretirement liability - - 7,058,032 7,058,032 - 7,058,032
Minimum Pension Liability 26,257,644 - - 26,257,644 - 26,257,644
TOTAL LIABILITIES 128,376,014 6,072,144 31,225,500 165,673,658 74,137,616 239,811,274
Schedule 14 – Additional Legal Information for Article 28 Applicants
Article 28 applicants seeking establishment or combined establishment and construction approval must
complete the relevant section of this Schedule in its entirety.
facilities. There is no section for Public Hospitals such as SUNY, which are creations of the Legislature
and State Law and are exempt from Establishment under §2801-a (5) of the Public Health Law.
Schedule 14A - Business Corporations N/A

Article 28 applicants seeking establishment or combined establishment and construction approval that
are business corporations must complete this Section in its entirety.
A. Affidavits: Attach the originals of stockholder affidavits from each stockholder including the specific
information set forth in 10 NYCRR 620.1(b).
B. Stock Certificate: Attach a sample stock certificate including the specific language set forth in 10
NYCRR 620.1(a)(4).
N.B.: The Certificate of Incorporation must comply with the language requirements set forth in
10 NYCRR 620.1(a).
C. Limited Liability Corporation Stockholders: Does the applicant have any stockholders that are
limited liability companies (LLCs)? Yes No
If Yes, identify each LLC-stockholder in the following table or by uploading a table as an attachment
to this Schedule. Attachment #
Name of LLC Shareholder Address
DOH 155-E Schedule 14A 1

(06/2020)
D. Documentation for LLC Stockholders: For each LLC-stockholder (2nd Level Stockholder), attach
the following documentation:
1. A list providing the name, membership interest and percentage ownership interest in the 2nd
Level Stockholder and indirect ownership percentage in the Article 28 business corporation.
(Indirect ownership is determined by multiplying the percentage of ownership in each entity. For
example, if A owns 10 percent of a 2nd Level Stockholder which itself owns 80 percent of an
Article 28 business corporation, A owns an indirect ownership interest of eight percent in the
Article 28 business corporation.) for each member;
N.B.: All members of the 2nd Level Stockholder must be natural persons.
2. A list of all members and managers;
3. Articles of Organization; and
4. Operating Agreement.
E. Articles of Organization: In addition to any other provisions required by the Limited Liability
Company Law, the Articles of Organization of the 2nd Level Stockholder must include provisions to
the following effect:
1. That all members of must be natural persons and that this provision may not be deleted,
modified or amended without the prior approval of the New York State Department of Health;
and
2. That notwithstanding anything to the contrary in the Articles of Organization or the Operating
Agreement, transfers, assignments or other dispositions of membership interests or voting rights
must be effectuated in accordance with section 2801-a(4)(c) of the Public Health Law and that
this provision may not be deleted, modified or amended without the prior approval of the New
York State Department of Health.
F. Operating Agreement: The Operating Agreement of the 2nd Level Stockholder must include
provisions to the following effect:
1. That all members must be natural persons and that this provision may not be deleted, modified
or amended without the prior approval of the New York State Department of Health;
York State Department of Health; and
3. That, if the 2nd Level Stockholder will be managed by managers who are not members, the
following powers with respect to the ownership and operation of the Article 28 business
corporation are reserved to the members of the 2nd Level Stockholder:

(06/2020)
a. direct independent authority over the appointment or dismissal of hospital management-
level employees and medical staff,
b. approval of hospital operating and capital budgets and independent control of the books
and records,
c. adoption or approval of hospital operating policies and procedures and independent
adoption of policies affecting the delivery of health care services,
d. authority over the disposition of assets and authority to incur liabilities not normally
associated with day-today operations,
e. approval of certificate of need applications filed by or on behalf of the hospital,
f. approval of hospital debt necessary to finance the cost of compliance with operational or
physical plant standards required by law,
g. approval of hospital contracts for management or for clinical services, and
h. approval of settlements of administrative proceedings or litigation to which the hospital is a
party, and that this provision may not be deleted, modified or amended without the prior
approval of the Department of Health.
SCHEDULE 14A CHECKLIST OF ATTACHMENTS N/A
Attach Attachment Electronic Document file

DOCUMENT NA
ed number name
Business Corporations
Stockholder affidavits
Sample stock certificate
Stockholder-LLCs
List of members
List of managers
Operating Agreement

(06/2020)
Schedule 14B - Limited Liability Companies N/A
are limited liability companies must complete this Section in its entirety.
I. Articles of Organization
Provisions to the following effect must be included:
A. The name of the LLC which must contain either the words "Limited Liability Company" or the
abbreviations "LLC" or "L.L.C.";
B. Designation of the Secretary of State as agent of the LLC for service of process and an address to
which the Secretary of State may mail a copy of any such process;
C. How the LLC will be managed and that neither the management structure nor the provision setting
forth such structure may be deleted, modified or amended without the prior approval of the New
York State Department of Health;
D. If the LLC will be managed by managers who are not members, that the manager may not be
changed without the prior approval of the New York State Department of Health;
E. That the powers and purposes of the LLC are limited to the ownership and operation of the Article
28 facility specifically named and the location of the facility by street address, city, town, village or
locality and county;
N.B.: The powers and purposes may also include the operation of an Article 36 facility, an
Article 40 facility and/or an Article 44 entity if the applicant has received all appropriate
approvals and certifications.
F. The location of the principal office of the LLC, which must be the same address as the facility; and
G. That notwithstanding anything to the contrary in the Articles of Organization or the Operating
Agreement, transfers, assignments or other dispositions of New York State Department of Health
membership interests or voting rights must be effectuated in accordance with section 2801-a(4)(b)
of the Public Health Law.
II. Operating Agreement
A. That the powers and purposes of the LLC are limited to the ownership and operation of the Article
B. That notwithstanding anything to the contrary in the Articles of Organization or the Operating
must be effectuated in accordance with section 2801-a(4)(b) of the Public Health Law;
forth such structure may be deleted, modified or amended without the prior approval of the
Department of Health;
changed without the prior approval of the Department of Health; and
DOH 155-E Schedule 14B 1

(06/2020)
E. If the LLC will be managed by managers who are not members, that the following powers are
reserved to the members:
1. direct independent authority over the appointment or dismissal of hospital management-level
employees and medical staff;
2. approval of hospital operating and capital budgets and independent control of the books and
records;
3. adoption or approval of hospital operating policies and procedures and independent adoption of
policies affecting the delivery of health care services;
4. authority over the disposition of assets and authority to incur liabilities not normally associated
with day-to-day operations;
5. approval of certificate of need applications filed by or on behalf of the hospital;
6. approval of hospital debt necessary to finance the cost of compliance with operational or
physical plant standards required by law;
7. approval of hospital contracts for management or for clinical services; and
8. approval of settlements of administrative proceedings or litigation to which the hospital is a
party.
III. Management
Will the applicant be managed by managers who are not members? Yes No
If Yes, attach the proposed Management Agreement between the applicant and the manager, which
must meet the following requirements and be approved by the Commissioner.
A. The management agreement must include provisions to the following effect:
1. A description of the proposed roles of the members of the Article 28 LLC during the period of
the proposed management contract, which must clearly reflect retention by the members of
ongoing responsibility for statutory and regulatory compliance,
2. A provision that clearly recognizes that the responsibilities of the members of the Article 28 LLC
are in no way obviated by entering into a management agreement and that any powers not
specifically delegated to the manager through the provisions of the management agreement
remain with the members,
3. The following powers are reserved to the members of the Article 28 LLC:
level employees and medical staff;
and records;
adoption of policies affecting the delivery of health care services;
associated with day-today operations;
e. approval of certificate of need applications filed by or on behalf of the hospital;

(06/2020)
g. approval of hospital contracts for management or for clinical services; and
party; and that this provision may not be deleted; modified or amended without the prior
4. The following language:
"Notwithstanding any other provision in this contract, the facility remains responsible for
ensuring that any service provided pursuant to this contract complies with all pertinent
provisions of Federal, State and local statutes, rules and regulations.",
5. A plan for assuring maintenance of the fiscal stability, the level of services provided and the
quality of care rendered by the facility during the term of the management agreement, and
6. Retention of authority by the members of the Article 28 LLC to discharge the manager and its
employees from their positions at the facility with or without cause on not more than 90 days’
notice. In such event, the facility shall notify the Department in writing at the time the manger is
notified. The members of the Article 28 LLC must provide a plan for the operation of the facility
subsequent to the discharge of the manager and such plan must be submitted with the
notification to the Department.
7. That the manager may not be changed and its responsibilities and obligations under the
management agreement may not be subcontracted, assigned or otherwise assumed without the
prior approval of the Department of Health;
B. The members of the Article 28 LLC must retain sufficient authority and control to discharge its
statutory and regulatory responsibility. The following powers must be specifically reserved to the
Article 28 LLC members:
1. Direct independent authority over the appointment or dismissal of the facility’s management-
2. Approval of the facility’s operating and capital budgets and independent control of the books
and records,
3. Adoption or approval of the facility’s operating policies and procedures and independent
4. Authority over the disposition of assets and authority to incur liabilities not normally associated
with day-to-day operations,
5. Approval of certificate of need applications filed by or on behalf of the facility,
6. Approval of debt necessary to finance the cost of compliance with operational or physical plant
standards required by law,
7. Approval of the facility’s contracts for management or for clinical services, and
8. Approval of settlements of administrative proceedings or litigation to which the facility is a party;

(06/2020)
C. An Article 28 LLC desiring to be managed by managers who are not members must submit a
proposed written management agreement to the Department at least 60 days before the intended
effective date, unless a shorter period is approved in writing by the Commissioner, due to
extraordinary circumstances. In addition, the Article 28 LLC shall also submit, within the same time
frame, the following:
1. Documentation demonstrating that the proposed manager holds all necessary approvals to do
business within New York,
2. Documentation of the goals and objectives of the management arrangement, including a
mechanism for periodic evaluation by the members of the Article 28 LLC of the effectiveness of
the arrangement in meeting those goals and objectives,
3. Evidence of the manager's financial stability,
4. Information necessary to determine that the character and competence of the proposed
manager, and its principals, officers and directors, are satisfactory, including evidence that all
facilities it has managed within New York have provided a substantially consistent high level of
care in accordance with applicable statutes and regulations, during the term of any
management agreement contract or the period they held an operating certificate, and
5. Evidence that it is financially feasible for the facility to enter into the proposed management
agreement for the term of the agreement and for a period of one year following expiration,
recognizing that the costs of the agreement are subject to all applicable provisions of Part 86 of
10 NYCRR. To demonstrate evidence of financial feasibility, the facility shall submit projected
operating and capital budgets for the required periods. Such budgets shall be consistent with
previous certified financial statements and be subject to future audits;
D. During the period between a facility's submission of a request for initial approval of a management
contract and disposition of that request, a facility may not enter into any arrangement for
management contract services other than a written interim consultative agreement with the
proposed manager. Any interim agreement must be consistent with these provisions and submitted
to the Department no later than five days after its effective date.
E. The term of a management contract shall be limited to three years and may be renewed for
additional periods not to exceed three years only when authorized by the Commissioner. The
Commissioner shall approve an application for renewal provided that compliance with this section
and the following provisions can be demonstrated:
1. That the goals and objectives of the arrangement have been met within specified time frames,
2. That the quality of care provided by the facility during the term of the arrangement has been
maintained or has improved, and
3. That the level of service to meet community needs and patient access to care and services has
been maintained or improved.

(06/2020)
IV. Membership Certificates
Does the applicant intend to issue membership certificates? Yes No
If Yes, attach a sample membership certificate including the following legend:
"That notwithstanding anything to the contrary in the Articles of Organization or the Operating
Agreement, transfers, assignments or other dispositions of membership interests or voting rights must
be effectuated in accordance with section 2801-a(4)(b) of the Public Health Law."
V. Business Corporation Members

Does the applicant have any members which are business corporations? Yes No
If Yes:
A. Identify each business corporation-member (2nd level member) in the following table or by uploading
a table as an attachment to this Schedule. Attachment #
2nd Level Member: Address
B. For each business corporation-member, attach the following documentation:

1. A list providing the name, stock interest and percentage ownership interest in the 2nd Level
Member and indirect ownership percentage in the Article 28 LLC for each stockholder. (Indirect
ownership is determined by multiplying the percentage of ownership in each entity. For
example, if A owns 10 percent of a 2nd Level Member which itself owns 80 percent of an Article
28 LLC, A owns an indirect ownership interest of eight percent in the Article 28 LLC.);
N.B.: All stockholders of the 2nd Level Member must be natural persons.
2. A list providing the name and position held for each officer and director; and
3. Certificate of Incorporation. In addition to any other provisions required by the Business
Corporation Law, the Certificate of Incorporation of the 2nd Level Member must include
a. That all stockholders must be natural persons and that this provision may not be
deleted, modified or amended without the prior approval of the New York State
Department of Health; and

(06/2020)
b. That notwithstanding anything to the contrary in the Certificate of Incorporation or the
Bylaws, transfers, assignments or other dispositions of ownership interests or voting
rights must be effectuated in accordance with section 2801-a(4)(b) of the Public Health
Law and that this provision may not be deleted, modified or amended without the prior
approval of the New York State Department of Health.
VI. General or Registered Limited Liability Partnership Members

Does the applicant have any members which are general or registered limited liability partnerships?
Yes No
If Yes:
A. Identify each partnership-member (2nd level member) in the following table or by uploading a table
as an attachment to this Schedule. Attachment #
B. For each partnership-member, attach the following documentation:

1 A list providing the name, partnership interest and percentage ownership interest in the 2nd
Level Member and indirect ownership percentage in the Article 28 LLC for each partner.
28 LLC, A owns an indirect ownership interest of eight percent in the Article 28 LLC.); and
N.B.: All partners of the 2nd Level Member must be natural persons.
2 The Partnership Agreement of the 2nd Level Member must include provisions to the following
effect:
a. That all partners must be natural persons and that this provision may not be deleted,
modified or amended without the prior approval of the New York State Department of
Health;

(06/2020)
b. That transfers, assignments or other dispositions of partnership interests or voting rights
must be effectuated in accordance with section 2801-a(4)(b) of the Public Health Law and
that this provision may not be deleted, modified or amended without the prior approval of
the New York State Department of Health;
c. Contain the language set forth in 10 NYCRR 600.1(b)(5)(ii).
VII. Not-for-Profit Corporation Members

Does the applicant have any members which are not-for-profit corporations? Yes No
If Yes:
A. Identify each not-for-profit corporation-member (2nd Level Member) in this table or by uploading a
table as an attachment to this Schedule. Attachment #
B. For each not-for-profit corporation-member, attach the following documentation:

1 A list providing the name and interest or position held for each member, director, and officer;
2 Certificate of Incorporation; and
3 Bylaws.
C. Are any of the following powers reserved to any of the corporation’s member(s):
• Appointment or dismissal of hospital management-level employees and medical staff, except

the election or removal of corporate officers.
Yes No
Member:
• Approval of hospital operating and capital budgets.

Yes No
Member:

(06/2020)
• Adoption or approval of hospital operating policies and procedures.
Yes No
Member:
• Approval of certificate of need applications filed by or on behalf of the hospital

Yes No
Member:
If Yes, attach documentation of approval for this application.
• Approval of hospital debt necessary to finance the cost of compliance with operational or
physical plant standards required by law.
Yes No
Member:
• Approval of hospital contracts for management or for clinical services.

Yes No
Member:
• Approval of settlements of administrative proceedings or litigation to which the hospital is a

party, except approval of settlements of litigation that exceed insurance coverage or any
applicable self-insurance fund.
Yes No
Member:
N.B.: If any of the corporation’s members have been or will be delegated any of these powers, the
member itself must have or obtain establishment approval as an active 2nd level member. If so, submit
Schedule 2A for each individual listed in item VII(B)(1) above. Directors who contribute capital in
support of the project must also submit Schedule 2B. Directors who do not contribute capital in support
of the project must also submit Schedule 2C.

(06/2020)
VIII. Limited Liability Company Members
Does the applicant have any members which are also LLCs? Yes No
If Yes:
A. Identify each LLC 2nd level member in this table or by uploading a table as an attachment to this
Schedule. Attachment #
2nd Level Member Address
B. For each LLC-member, attach the following documentation:

1 A list providing the name, membership interest and percentage ownership interest in the 2nd
Level Member and indirect ownership percentage in the Article 28 LLC. (Indirect ownership is
determined by multiplying the percentage of ownership in each entity. For example, if A owns 10
percent of a 2nd Level Member which itself owns 80 percent of an Article 28 LLC, A owns an
indirect ownership interest of eight percent in the Article 28 LLC.)
N.B.: All members of the 2nd Level Member must be natural persons.
2 A list of all members and managers;
3 Articles of Organization; and
4 Operating Agreement.

(06/2020)
C. In addition to any other provisions required by the Limited Liability Company Law, the Articles of
Organization of the 2nd Level Member must include provisions to the following effect:
1 That all members must be natural persons and that this provision may not be deleted, modified
2 That transfers, assignments or other dispositions of membership interests or voting rights must
be effectuated in accordance with section 2801-a(4)(b) of the Public Health Law and that this
provision may not be deleted, modified or amended without the prior approval of the New York
State Department of Health.
D. The Operating Agreement of the 2nd Level Member must include provisions to the following effect:
or amended without the prior approval of the New York State Department of Health,
2 That notwithstanding anything to the contrary in the Articles of Organization or the Operating
must be effectuated in accordance with section 2801-a(4)(b) of the Public Health Law and that
3 That, if the 2nd Level Member will be managed by managers who are not members, that the
following powers with respect to the ownership and operation of the Article 28 LLC are reserved
to the members of the 2nd Level Member:
b. approval of hospital operating and capital budgets and independent control of the books and
records;
f. (approval of hospital debt necessary to finance the cost of compliance with operational or

(06/2020)
SCHEDULE 14B CHECKLIST OF ATTACHMENTS N/A
Attachment Electronic Document

DOCUMENT NA Attached
number file name
Management Agreement
Sample membership certificate

Business Corporation- Members
Members
List of stockholders
List of officers and directors

Not-for-Profit Corporation- Members
Members
List of members
Bylaws
Documentation of approval for the
application
Limited Liability Company - Members
Members
List of members
List of managers
Operating Agreement
General or Registered Limited Liability Company - Members
List of Partners

(06/2020)
Schedule 14C - Not-For-Profit Corporations N/A
are not-for-profit corporations must complete this Section in its entirety.
I. Directors
A. Number of director positions set by bylaws or otherwise fixed:
(See Not-for-Profit Corporation Law 702.)
B. Number of director positions currently filled:
C. Explain how and by whom the directors will be appointed or elected:
II. Members
A. Identify each member of the applicant in this table or by uploading a table as an attachment to this
Member: Address
DOH 155-E Schedule 14C 1

(06/2020)
B. If applicable, for each member, attach the following documentation:

1. A list of the name and position held for each officer and director;
2. Certificate of Incorporation; and
3. Bylaws.
III. Reserved Powers

A. Are or will any of the following powers be reserved to any of the applicant’s member(s):
Yes No
Member:

Yes No
Member:

Yes No
Member:

Yes No
Member:
Yes No
Member:

Yes No
Member:

(06/2020)
Yes No
Member:
N.B.: If any of the applicant’s members have been or will be delegated any of these powers, the
member itself must have or obtain establishment approval. If so, submit Schedule 2a for each individual
listed in item II(B)(1) above. Directors who contribute capital to the project must also submit Schedule
2b. Directors who do not contribute capital to the project must also submit Schedule 2c.
B. Do any of the applicant’s members reserve the power to approve certificate of need applications to
ensure that they conform to the facility’s stated mission and philosophy?
Yes No
Member:
SCHEDULE 14C CHECKLIST OF ATTACHMENTS N/A
Electronic Document
DOCUMENT NA Attached Attachment number
file name
Members
Bylaws

(06/2020)
Schedule 14D - General or Registered Limited Liability Partnerships N/A

are general or registered limited liability partnerships must complete this Section in its entirety.
1. The language in Section A of this schedule must be included in the Partnership Agreements for
Article 28 applicants seeking establishment or combined establishment and approval that are
partnerships.
2. The language in section B of this schedule must be included in the Certificate of Registration for
Article 28 applicants seeking establishment or combined establishment and construction approval
that are registered limited liability partnerships.
A. Partnership Agreement – The language in section 600.1(b)(5)(ii) of 10 NYCRR must be included in
its entirety for general or registered limited liability partnerships.
B. Certificate of Registration – must include provisions to the following effect::
1. That the powers and purposes specifically include the ownership and operation of the facility
and the name of the facility; and
2. That, notwithstanding anything to the contrary in the Certificate of Partnership agreement,
transfers, assignments or other dispositions of partnership interests or voting rights must be
effectuated in accordance with section 2801-4(b) of the PHL.
SCHEDULE 14D CHECKLIST OF ATTACHMENTS N/A

number file name
DOH 155-E Schedule 14D 1

(06/2020)
Schedule 15 - Additional Legal Information - Ownership Transfers
Instructions:
Article 28 applicants seeking full establishment approval for a change in ownership through an
ownership interest transfer or by a change in active member must complete this schedule*, depending
on the applicant’s legal entity, as follows:
1. Applicants that are general partnerships must complete Part I.
2. Applicants that are registered limited liability partnerships must complete Part II.
3. Applicants that are not-for-profit corporations seeking approval for a change in active member
must complete Part III.
4. Applicants that are business corporations must complete Part IV.
5. Applicants that are limited liability companies must complete Part V.
Pursuant to section PHL 2801-a(2-a), a change in an existing Article 28 legal entity to a limited liability
company or a business corporation does not require CON approval but may be approved
administratively, under the following circumstances:
1. the Certificate of Incorporation or Articles of Organization reflect solely a change in the form of
business organization approved by the Public Health and Health Planning Council or its
predecessor;
2. every stockholder, incorporator, sponsor, member, and director of the proposed entity was
similarly, an owner, partner, stockholder, incorporator, sponsor, member, or director of the
existing entity;
3. the distribution of ownership interests and voting rights in the proposed entity is identical to the
existing entity;
4. there is no change in the operator of an Article 28 facility other than the form of business entity;
and
DOH 155-E Schedule 15 1

(06/2020)
5. the proposed entity has site control and all required assets to own and operate the Article 28
facility.
* Refer to Department of Health Guidance regarding when a Transfer of Ownership Interest Notice
may be submitted in place of this Schedule.

(06/2020)
I. General Partnerships N/A

N.B.: Only transfers of partnership interests of ten percent or more to a new partner require
CON approval. Transfers of less than ten percent to a new partner require prior notice. See PHL
2801-a(4)(b).
A. Attach the following legal documentation:
1. A list providing the following information for each incoming partner: name, partnership interest,
and percentage ownership being acquired;
2. Documentation of the transfer of partnership interest;
3. Partnership Agreement, including documentation that each incoming partner will be legally
bound by the Agreement;
4. A list of the names, partnership interest and percentage ownership for all partners before and
after the proposed transfer;
5. Certificate of Assumed Name, as filed; and
6. Documentation of consent of the existing partners, if necessary; and
B. Submit Schedules 2A and 2B for each incoming partner.
II. Registered Limited Liability Partnerships N/A

CON approval. Transfers of less than ten percent to a new partner require prior notice. See PHL 2801-
a(4)(b).
4. Certificate of Registration;
6. Certificate of Assumed Name, as filed;
7. Fully executed proposed Certificate of Amendment to the Certificate of Registration reflecting
the change(s) in partner(s);

(06/2020)
III. Not-for-Profit Corporations N/A

Change in Active Member
N.B.: A change in active member requires CON approval. A member is active if it has any of the
following reserved powers with respect to the Article 28 corporation:
1. Appointment or dismissal of hospital management-level employees and medical staff, except
2. Approval of hospital operating and capital budgets.
3. Adoption or approval of hospital operating policies and procedures.
4. Approval of certificate of need applications filed by or on behalf of the hospital.
5. Approval of hospital debt necessary to finance the cost of compliance with operational or
6. Approval of hospital contracts for management or for clinical services.
7. Approval of settlements of administrative proceedings or litigation to which the hospital is a
A change in a passive member does not require CON approval. If the change in passive member
results in a change in officers and/or directors of the Article 28 corporation, however, such changes
must be reported in the facility’s annual report statement pursuant to 10 NYCRR 610.3.
With respect to the Article 28 corporation:
1. Certificate of Incorporation, as filed;
2. Fully executed proposed Certificate of Amendment reflecting the delegation of powers to the
active member;
3. Bylaws;
4. Proposed amendments to Bylaws, if any; and
With respect to the proposed active member corporation:
2. Fully executed proposed Certificate of Amendment reflecting the delegation of active powers
from the Article 28 corporation;
3. Bylaws;
4. Proposed amendments to Bylaws, if any;
5. Board Resolution(s); and
6. A list of names and position held for all officers and directors; and
B. Submit Schedule 2A for each individual listed in item 5e above. Directors of a not-for profit
corporation who contribute capital in support of the project must also submit Schedule 2B. Directors of
a not-for-profit corporation who do not contribute capital in support of the project must also submit
Schedule 2C.
(06/2020)
IV. Business Corporations N/A
N.B.: Only transfers of ten percent or more of stock interests or voting rights to a new
stockholder and transfers which result in an individual, who has not yet been established,
becoming an owner of ten percent or more require CON approval. Transfers of ten percent or more
to an existing stockholder who has previously been approved by the Public Health and Health Planning
Council require prior notice. See PHL 2801-a(4)(c).
1. A list providing the following information for each incoming stockholder: name, stock interest,
2. Documentation of the transfer of stock;
3. Certificate of Incorporation;
4. Bylaws;
5. Board Resolution;
6. A list of the names, stock interest and percentage ownership for all stockholders before and
after the proposed transfer; and
7. Original of stock transfer affidavit from each incoming stockholder and each selling stockholder,
including the specific information set forth in 10 NYCRR 620.3(a)(2) and (3), respectively; and
B. Submit Schedules 2A and 2B for each incoming stockholder.
V. Limited Liability Companies N/A

N.B.: Only transfers of membership interests of ten percent or more to a new member require
CON approval. Transfers of less than ten percent to a new member only require prior notice. See PHL
2801-a(4)(b).
1. A list providing the following information for each incoming member: name, membership
interest, and percentage ownership being acquired;
2. Documentation of the transfer of membership interest;
3. Articles of Organization;
4. Operating Agreement, including documentation that each incoming member will be legally
bound by it;
5. A list of the names, membership interest and percentage ownership for all members before and
6. Documentation of consent of existing members, if necessary; and
B. Submit Schedules 2A and 2B for each incoming member.

(06/2020)
Checklist of Attachments to Schedule 15 N/A
Electronic
Attachment
DOCUMENTATION NA Attached Document file
number
name
I. General Partnerships
List regarding each incoming partner

Evidence of transfer of partnership interest
Partnership Agreement, including
documentation by incoming partner(s)
List regarding all partners (before and after)
Certificate of Amendment
Consent of existing partners
II. Registered Limited Liability Partnerships



III. Not-for-Profit Corporations – Article 28 Corporation
Corporation
Bylaws
Board Resolution(s)
Amendments to Bylaws

(06/2020)
Electronic
Attachment
number
name
III. Not-for-Profit Corporations – Proposed Active Member Corporation
Bylaws
Board Resolution(s)
IV. Business Corporations
List regarding each incoming stockholder
Evidence of transfer of stock
Bylaws
Board Resolution
List of all stockholders (before and after)

Transfer affidavits
V. Limited Liability Companies
List regarding each incoming member

Evidence of transfer of membership interest
Operating Agreement, including
documentation by incoming member(s).
List of all members (before and after)
Consent of existing members

(06/2020)
May 2, 2022

(Onondaga County)
Commonwealth Division as new divisions of University Hospital SUNY Health
Science Center (University Hospital) through an Asset Purchase Agreement
Supplemental Financial Information
Prior to the submission of CON Project No. 221156-C, Shelly Glock and Kathleen McCarthy
requested of the applicant that supplemental CON Schedules 13B, 13C, 13D, 16D, and 16E
be submitted as soon as practical.
Stand-alone sets of Schedules were requested for UH, Crouse, and Consolidated UH and
Crouse to supplement the original CON Application schedules, which has the Current Year
representing UH alone and Year 1 and Year 3 projections for UH operating as a four-(4)-
campus hospital; in other words, following closing on the transaction.
Notes are included on the stand-alone schedules and for convenience are summarized below:
Original CON Schedules. (Not included in this Supplemental Package but discussed here
for information purposes.)
The following was noted in the Financial Narrative, which appears as a Schedule 9 Attachment
to the CON Application:
Historic and projected financial and utilization data for UH appear in CON Schedules 13B, 13C,
13D, 16D, and 16E. The methodology, in keeping with current NYSDOH preference for merger
CON applications of this type, i.e., UH data (only) for the “Current Year”, and Crouse Operations
integrated with and into the healthcare operation of UH for the first and third year of project
implementation. CY 2021 was utilized as the Current Year for several reason:
• 2021 represents the last complete year prior to submission of this CON Application.
• 2020, the last year for which an audit has been completed, ended over 14 months ago and
was a year significantly impacted by the COVID-19 outbreak including a ban on elective
and non-urgent procedures; restrictions on non-essential business activities; and a second,
more serious surge of COVID-19 hospitalizations in late 2020. In March 2020, the federal
government passed the Coronavirus Aid, Relief and Economic Security act (CARES Act),
which established a $175 billion Provider Relief Fund (PRF) to assist hospitals with their
COVID-19 response by reimbursing providers for lost revenues associated with the
reduced patient volumes and increased operating expenses they experienced due to
COVID-19. UH received $120.4 million in general and targeted PRF distributions in
2020. There were other provisions of the CARES ACT impacting CY 2020 that further
support the use of 2021 as the “Current Year” for CON Schedule 13 purposes.
1
First and third year projections are presented for UH operating as a four-(4)-campus hospital as
described above; in other words, following closing on the transaction in accordance with Article
VIII of the APA. The projections are conservative in keeping with UH’s business model. UH
activities were kept static from 2021 and to that model, the Crouse Operations, including the
activities of Crouse Medical Practice, PLLC (“PLLC”), were added and adjusted with conservative
revenue and expense assumptions. On the revenue side, inpatient volume was expanded by 5.7%
in Year 1, 0.8% in Year 2 and 0.9% in Year 3 reflecting the emergence from the impact of COVID-
19. Outpatient volume was projected to increase 5.7% in Year 1, 2.0% in Year 2 and 2.1% in Year
3. Payor mix remains relatively constant with a slight shift towards Managed Medicare/Medicaid.
Changes in reimbursement are consistent with Crouse’s historic and projected increases. Expenses
were projected with modest increases in salaries and wages, employee benefits, medical supplies
and drugs.

Current (UH First Year Third Year
Only) (Consolidated) (Consolidated)
Gain or (Deficit) $4,438,401 ($664,842) $10,076,269
A first-year loss is projected due, in part, to the need to invest in the former Crouse Operations in
order to realize future year synergies. By the third year, the enterprise is projecting a surplus.
Crouse Hospital Schedules. The first set of supplemental schedules are for the activities of
Crouse Hospital and Crouse Medical Practice, PPLC. (Crouse Hospital subsidizes the annual
losses incurred by the PPLC.) The original set of schedules did not include “Current Year”
revenues or expenses for Crouse, as they represented UH (only) in the Current Year.
Crouse Hospital (CON Schedule 13 C and 13D-1)

Total Project Revenue $582,232,769 $507,292,481 $549,447,778
Total Operating Costs $492,243,182 $512,395,723 $543,809,908
Gain or (Deficit) $89,989,587 ($5,103,242) $5,637,869
In 2021, Crouse Hospital experienced a significant gain, driven generally by a pension settlement
and a gain on disposal of assets. PLLC experienced a loss of ($24,795,410).
University Hospital Schedules. The second set of supplemental schedules are for the activities
of University Hospital (UH). The original set of schedules included stand-alone UH information
only for the “Current Year”. This set keeps the information constant for Year 1 and Year 3. This
is due to the fact that operations at UH will not change as a direct result of the project, while
operations at Crouse will be impacted by the project.
2

Gain or (Deficit) $4,438,401 $4,438,401 $4,438,401
University Hospital and Crouse Hospital Consolidated Schedules. The third set of
supplemental schedules are for the activities of University Hospital (UH) and Crouse Hospital,
including PPLC, on a Consolidated basis. The original set of schedules included stand-alone UH
information only for the “Current Year” whereas this set consolidates operations for the “Current
Year”, as well as Year 1 and Year 3.
University Hospital and Crouse Hospital (CON Schedule 13 C and 13D-1)

Gain or (Deficit) $94,427,988 ($664,842) $10,076,269
Please note that the results for Year 1 and Year 3 are the same as in the original set of schedules
included in the CON Application. The difference is that this supplemental consolidated set of
schedules includes the Crouse Hospital surplus in the “Current Year”.
Notes on the supplemental schedules discuss some ministerial clean-ups to the schedules and a
Crouse projection of 338 fewer discharges and 1,953 fewer days in Year 3. This technical change
did not impact the revenue projections.
3
Crouse Hospital
Supplemental CON Schedules 13B, 13C, 13D, 16D, and 16E
Crouse Hospital
Crouse Hospital t/b/k/a Upstate Crouse Hospital
A B C D
(2023) (2025)
3. Registered Nurse 639.1 664.9 675.8
6. Physicians 127.6 126.7 128.9
17. Clerical & Other Administrative 32.7 32.4 33.0
From current payroll information. In response to a Department request, a stand-alone set of CON Schedules 13B, 13C,
13D, 16D and 16E for Crouse are being submitted to supplement the original CON Application submission, which has
Current Year representing UH alone and Year 1 and Year 3 projections for UH operating as a four-(4)-campus hospital; in
other words, following closing on the transaction. Please refer to the Financial Narrative submitted with the original CON
Application for a discussion of the methodology used in creating CON Schedules 13 and 16.

(06/2020)
Total Project or Subproject Number Expense and revenue schedules represent Crouse Operations,
including the activities of Crouse Medical Practice, PLLC (“PLLC”)
Table 13C - 1
a b c
Budget Budget
1a. FTEs 2,294.0 2,339.0 2,378.0
6. Utilities $4,387,959 $5,716,493 $6,707,331
9. Subtotal (total 1-8) $463,427,626 $482,276,285 $512,804,659
13. Total Operating Costs $492,243,182 $512,395,723 $543,809,908
DOH
*State155-D
FTEs incl. House Staff (Current Year)
(06/2020)
Schedule 13C 1
Crouse Hospital
Table 13C - 2
a b c
Budget Budget
1a. FTEs 1,185.4 1,208.7 1,228.8
6. Utilities $2,267,452 $2,953,964 $3,465,974
9. Subtotal (total 1-8) $239,473,468 $249,213,401 $264,988,756
Table 13C - 3
a b c
Budget Budget
1a. FTEs 1,108.6 1,130.3 1,149.2
5. Non-med., non-surg. Supplies $967,605 $1,260,565 $1,479,058
6. Utilities $2,120,507 $2,762,529 $3,241,358
9. Subtotal (total 1-8) $223,954,157 $233,062,884 $247,815,903
DOH 155-D
(06/2020) Schedule 13C 2
Crouse Hospital
Table 13D - 1
a b c
Categories
2021 Budget (2023) Budget (2025)
1. Inpatient Services $513,802,067 $554,789,251 $613,016,103
2. Outpatient Services $479,774,762 $518,274,478 $573,814,068
4. Total Gross Patient Care Services Rendered $993,576,829 $1,073,063,728 $1,186,830,170
5. Deductions from Revenue ($555,257,320) ($599,783,545) ($672,307,433)
DSH* $2,861,848 $20,361,848 $20,361,848
340B Contract Pharmacy $0 $0 $0
Retail Pharmacy $0 $0 $0
Other* $28,450,629 $13,578,450 $14,491,193
8. Total Operating Revenue (Total 1-7) $469,631,986 $507,220,481 $549,375,778

10. Total Project Revenue $582,232,769 $507,292,481 $549,447,778
* Note: Includes small change in allocation of DSH and Other Operating Revenue for Crouse in Year 1 and Year 3.
The total of the two lines does not change from the original submission relateive to Crouse DSH payments.
DOH 155-D
(06/2020) Schedule 13D 1
Table 13D – 2A
checkbox.
Crouse Hospital
(B)/(A) (D)/(C) (F)/(E)
Commercial Fee for
5,644 $78,706,474 $13,945 6,006 $83,497,187 $13,901 6,205 $90,262,306 $14,546
Service
Managed
218 $3,404,141 $15,623 232 $3,611,344 $15,574 240 $3,929,067 $16,381
Care
Medicare Fee for
4,119 $52,826,881 $12,826 4,383 $56,042,353 $12,786 4,358 $55,866,638 $12,819
Service
Managed
3,179 $52,435,480 $16,495 3,383 $55,627,128 $16,444 3,441 $57,715,861 $16,774
Care
Medicaid Fee for
1,027 $10,799,244 $10,517 1,093 $11,456,573 $10,484 1,111 $11,652,538 $10,484
Service
Managed
5,106 $60,242,459 $11,798 5,434 $63,909,303 $11,761 5,527 $66,309,022 $11,998
Care
Private Pay 179 $390,766 $2,179 191 $414,551 $2,172 194 $421,642 $2,172
OASAS
OMH
Charity Care ($1,527,676) ($784,065) ($827,594)
Bad Debt ($4,186,938) ($5,023,821) ($5,302,737)
All Other 1,746 $23,587,889 $13,509 1,858 $24,997,763 $13,453 1,890 $24,541,378 $12,985
Total 21,218 $276,678,719 $13,040 22,580 $293,748,317 $13,009 22,966 $304,568,120 $13,262
Note: Charity Care and Bad Debt now appear on correct lines. Original submission had them transposed. No change in total amount for the two lines.
Note: Revised schedule had 388 fewer Year 3 Crouse discharges and 1,959 fewer Year 3 Crouse days than the original submission.
DOH 155-D
(06/2020) Schedule 13D 2
Table 13D – 2B Crouse Hospital
(A) (C) (E)
Managed Care 4,015 $2,881,958 $718 4,103 $3,004,041 $732 7,186 $5,003,512 $696
Managed Care 76,112 $29,144,189 $383 77,786 $30,378,765 $391 87,137 $34,428,936 $395
Managed Care 130,733 $18,491,468 $141 133,609 $19,274,784 $144 147,564 $21,741,748 $147
Private Pay 10,201 $881,773 $86 10,426 $919,126 $88 11,395 $1,092,501 $96
OASAS
OMH
Charity Care ($892,496) ($1,082,948) ($1,143,071)
Bad Debt ($2,446,086) ($4,278,179) ($4,515,697)
All Other 42,126 $12,006,215 $285 43,053 $25,439,746 $591 47,249 $29,935,917 $634
TOTAL 453,747 $161,640,790 $356 463,729 $179,531,867 $387 517,680 $209,954,618 $406

$438,319,510 $473,280,184 $514,522,738
Outpatient Services
Note: Bad Debt and Charity Care now appear on the correct lines. Original submission had them transposed.
DOH 155-D
(06/2020) Schedule 13D 3
Crouse Hospital
a b d f
MEDICAL SERVICES - PRIMARY CARE - - -
MEDICAL SERVICES - OTHER MEDICAL SPECIALTIES - - -
SINGLE SPECIALTY - GASTROENTEROLOGY 979 1,001 1,117
SINGLE SPECIALTY - OTHER - - -
CERTIFIED MENTAL HEALTH O/P - - -
DENTAL - - -

LITHOTRIPSY - - -
RADIOLOGY-THERAPEUTIC - - -
- - -
- - -
OTHER SERVICES - - -
PT/ST/OT 17,887 18,281 20,407
- -
- -
Total 453,747 463,729 517,680
DOH 155-D
(06/2018) Schedule 16D 1
Crouse Hospital
University Hospital
Schedule 13 B. Staffing University Hospital

A B C D
(2023) (2025)
6. Physicians 0.6 0.6 0.6
From current payroll information. In response to a Department request, this stand-alone set of CON Schedules 13B, 13C,
13D, 16D and 16E for UH are being submitted to supplement the original CON Application, which has Current Year
representing UH alone and Year 1 and Year 3 projections for UH operating as a four-(4)-campus hospital; in other words,
following closing on the transaction. Please refer to the Financial Narrative submitted with the original CON Application
for a discussion of the methodology used in creating CON Schedules 13 and 16.

(06/2020)
Total Project or Subproject Number University Hospital
Table 13C - 1
a b c
Budget Budget
1a. FTEs 6,267.0 6,267.0 6,267.0
6. Utilities $8,368,990 $8,368,990 $8,368,990
9. Subtotal (total 1-8) $1,335,373,719 $1,335,373,719 $1,335,373,719
DOH 155-D
(06/2020)
Schedule 13C 1
University Hospital
Table 13C - 2
a b c
Budget Budget
1a. FTEs 3,940.4 4,225.2 4,225.2
6. Utilities $5,261,969 $5,261,969 $5,261,969
9. Subtotal (total 1-8) $839,610,965 $839,610,965 $839,610,965
University Hospital
Table 13C - 3
a b c
Budget Budget
1a. FTEs 2,326.6 2,326.6 2,326.6
6. Utilities $3,107,021 $3,107,021 $3,107,021
9. Subtotal (total 1-8) $495,762,754 $495,762,754 $495,762,754
63%
DOH 155-D
(06/2020) Schedule 13C 2
University Hospital
Table 13D - 1
a b c
Categories
2021 Budget (2023) Budget (2025)
DSH $209,222,013 $209,222,013 $209,222,013
Retail Pharmacy $106,268,753 $106,268,753 $106,268,753
Other $78,033,000 $78,033,000 $78,033,000

9. Non-Operating Revenue $0 $0 $0
DOH 155-D
(06/2020) Schedule 13D 1
Table 13D – 2A
checkbox.
University Hospital
Commercial Fee for

4,561 $113,847,788 $24,961 4,561 $113,847,788 $24,961 4,561 $113,847,788 $24,961
Service
Managed
2,853 $77,212,566 $27,068 2,853 $77,212,566 $27,068 2,853 $77,212,566 $27,068
Care
Medicare Fee for
6,922 $127,879,415 $18,474 6,922 $127,879,415 $18,474 6,922 $127,879,415 $18,474
Service
Managed
6,528 $119,478,237 $18,302 6,528 $119,478,237 $18,302 6,528 $119,478,237 $18,302
Care
Medicaid Fee for
1,256 $18,169,993 $14,463 1,256 $18,169,993 $14,463 1,256 $18,169,993 $14,463
Service
Managed
9,550 $120,559,424 $12,624 9,550 $120,559,424 $12,624 9,550 $120,559,424 $12,624
Care
Private Pay 293 $377,431 $1,289 293 $377,431 $1,289 293 $377,431 $1,289
OASAS
OMH
Charity Care
Bad Debt
All Other 1,843 $38,000,084 $20,620 1,843 $38,000,084 $20,620 1,843 $38,000,084 $20,620
Total 33,806 $615,524,937 $18,208 33,806 $615,524,937 $18,208 33,806 $615,524,937 $18,208
DOH 155-D
(06/2020) Schedule 13D 2
Table 13D – 2B University Hospital
(A) (C) (E)
Managed Care 113,156 $64,624,189 $571 113,156 $64,624,189 $571 113,156 $64,624,189 $571
Managed Care 169,036 $55,322,529 $327 169,036 $55,322,529 $327 169,036 $55,322,529 $327
Managed Care 205,505 $47,609,261 $232 205,505 $47,609,261 $232 205,505 $47,609,261 $232
Private Pay 11,206 $4,515,868 $403 11,206 $4,515,868 $403 11,206 $4,515,868 $403
OASAS
OMH
Charity Care
Bad Debt
All Other 54,106 $21,786,007 $403 54,106 $21,786,007 $403 54,106 $21,786,007 $403
TOTAL 935,353 $363,447,299 $389 935,353 $363,447,299 $389 935,353 $363,447,299 $389

$978,972,237 $978,972,236 $978,972,236
Outpatient Services
DOH 155-D
(06/2020) Schedule 13D 3
University Hospital
a b d f
SINGLE SPECIALTY - OPHTHALMOLOGY 828 828 828
MULTI-SPECIALTY - 0 0
ADULT DIAGNOSTIC 661 661 661
CHEMICAL DEPENDENCE - REHAB - 0 0
DENTAL 6,252 6,252 6,252
LITHOTRIPSY - 0 0
METHADONE MAINTENANCE O/P - 0 0
RENAL DIALYSIS, CHRONIC - 0 0
0 0
0 0
OTHER SERVICES 311,777 311,777 311,777
PT/ST/OT 0 0

Total 935,353 935,353 935,353
DOH 155-D
(06/2018) Schedule 16D 1
Crouse Hospital

A B C D
(2023) (2025)
6. Physicians 128.2 127.3 129.5
9. Nurse Practitioners 160.9 160.6 161.4
From current payroll information. In response to a Department request, three (3) stand-alone sets of CON Schedules 13B,
13C, 13D, 16D and 16E for UH, Crouse, and Consolidated UH and Crouse are being submitted to supplement the original
CON Application schedules, which has Current Year representing UH alone and Year 1 and Year 3 projections for UH
operating as a four-(4)-campus hospital; in other words, following closing on the transaction. This set is the Consolidated
presentation. Please refer to the Financial Narrative submitted with the original CON Application for a discussion of the
methodology used in creating CON Schedules 13 and 16.

(06/2020)
Total Project or Subproject Number Consolidated UH and Crouse
Table 13C - 1
a b c
Budget Budget
1a. FTEs 8,561.0 9,157.1 9,196.1
6. Utilities $12,756,949 $14,085,483 $15,076,321
9. Subtotal (total 1-8) $1,798,801,345 $1,817,650,004 $1,848,178,378
*State FTEs incl. House Staff (Current Year)
DOH 155-D
(06/2020)
Schedule 13C 1

Table 13C - 2
a b c
Budget Budget
1a. FTEs 5,125.8 5,433.8 5,454.0
6. Utilities $7,529,421 $8,215,933 $8,727,943
9. Subtotal (total 1-8) $1,079,084,434 $1,088,824,366 $1,104,599,722
13. Total Inpatient Operating Costs $1,142,022,271 $1,152,435,977 $1,168,669,071
Table 13C - 3
a b c
Budget Budget
1a. FTEs 3,435.2 3,457.0 3,475.8
6. Utilities $5,227,528 $5,869,550 $6,348,378
9. Subtotal (total 1-8) $719,716,911 $728,825,638 $743,578,656
DOH 155-D
(06/2020) Schedule 13C 2
Table 13D - 1
a b c
Current Year*
2021
5. Deductions from Revenue -$4,337,335,974 -$4,381,862,199 -$4,454,386,087
6. Net Patient Care Services Revenue $1,417,291,746 $1,452,252,420 $1,493,494,974
DSH $212,083,861 $229,583,861 $229,583,861
Retail Pharmacy $106,268,753 $106,268,753 $106,268,753
Other $106,483,629 $91,611,450 $92,524,193

DOH 155-D
(06/2020) Schedule 13D 1
Table 13D – 2A
checkbox.
(B)/(A) (D)/(C) (F)/(E)
Commercial Fee for
10,205 $192,554,261 $18,868 10,567 $197,344,975 $18,675 10,766 $204,110,093 $18,958
Service
Managed
3,070 $80,616,706 $26,256 3,084 $80,823,910 $26,204 3,092 $81,141,633 $26,239
Care
Medicare Fee for
11,041 $180,706,296 $16,367 11,305 $183,921,768 $16,268 11,280 $183,746,053 $16,289
Service
Managed
9,707 $171,913,717 $17,710 9,911 $175,105,365 $17,668 9,969 $177,194,097 $17,775
Care
Medicaid Fee for
2,283 $28,969,237 $12,688 2,349 $29,626,566 $12,612 2,368 $29,822,531 $12,595
Service
Managed
14,656 $180,801,883 $12,336 14,984 $184,468,727 $12,311 15,077 $186,868,445 $12,394
Care
Private Pay 472 $768,197 $1,627 484 $791,982 $1,638 487 $799,073 $1,641
OASAS
OMH
Charity Care ($1,527,676) ($784,065) ($827,594)
Bad Debt ($4,186,938) ($5,023,821) ($5,302,737)
All Other 3,589 $61,587,973 $17,161 3,701 $62,997,848 $17,022 3,733 $62,541,462 $16,755
Total 55,024 $892,203,656 $16,215 56,386 $909,273,254 $16,126 56,772 $920,093,057 $16,207
DOH 155-D
(06/2020) Schedule 13D 2
Table 13D – 2B
Visits (V) or Procedures (P) Consolidated UH and Crouse
(A) (C) (E)
Managed Care 117,171 $67,506,147 $576 117,259 $67,628,229 $577 120,342 $69,627,701 $579
Managed Care 245,148 $84,466,718 $345 246,822 $85,701,294 $347 256,174 $89,751,465 $350
Managed Care 336,238 $66,100,729 $197 339,115 $66,884,046 $197 353,069 $69,351,009 $196
Private Pay 21,407 $5,397,642 $252 21,631 $5,434,994 $251 22,600 $5,608,370 $248
OASAS
OMH
Charity Care ($892,496) ($1,082,948) ($1,143,071)
Bad Debt ($2,446,086) ($4,278,179) ($4,515,697)
All Other 96,232 $33,792,222 $351 97,159 $47,225,753 $486 101,354 $51,721,923 $510
TOTAL 1,389,100 $525,088,089 $378 1,399,082 $542,979,166 $388 1,453,033 $573,401,917 $395

$1,417,291,746 $1,452,252,420 $1,493,494,974
Outpatient Services
DOH 155-D
(06/2020) Schedule 13D 3

a b d f
DENTAL 6,252 6,252 6,252

LITHOTRIPSY - - -
- - -
- - -
OTHER SERVICES 311,777 311,777 311,777
PT/ST/OT 17,887 18,281 20,407
- - -
- - -
Total 1,389,100 1,399,082 1,453,033
DOH 155-D
(06/2018) Schedule 16D 1
White Plains Unit Cicero Consulting Associates Albany Unit
VCC, Inc.
Frank M. Cicero William B. Carmello
Charles F. Murphy, Jr. Joseph F. Pofit
James Psarianos Albert L. D’Amato
Michael D. Ungerer Mark Van Guysling
Noelia Chung
925 Westchester Ave.* Suite 201 * White Plains, NY 10604 Rosemarie Porco
Brian Baldwin Tel: (914) 682-8657 * Fax: (914) 682-8895 Daniel Rinaldi, Jr.
Michael F. Cicero cicero@ciceroassociates.com Mary Ann Anglin
Karen Dietz
Evelyn Branford Emeritus Consultants
Michael C. Maiale Nicholas J. Mongiardo
Patrick Clemente Joan Greenberg
Martha H. Pofit
Frank T. Cicero, M.D.
Rose Murphy
June 3, 2022 Michael P. Parker, Sr.
(1941-2011)
Anthony J. Maddaloni
(1952-2014)
Kerri A. Tily, Esq., Senior Attorney

NEW YORK STATE DEPARTMENT OF HEALTH
Corning Tower, Room 1864
Empire State Plaza

(Onondaga County)
Commonwealth Division as new divisions of University Hospital SUNY Health Science
Center (University Hospital) through an Asset Purchase Agreement
Dear Ms. Tily:
On behalf of our client, University Hospital SUNY Health Science Center (University Hospital), we
are responding to your May 27, 2022 request for information. Following are the specific responses:
RESPONSE:
The Applicant, University Hospital SUNY Health Science Center (UH), is a public hospital
operated as a department of SUNY Upstate Medical University (Upstate), a medical campus of
The State University of New York (SUNY).
The SUNY Board of Trustees is expected to approve the transaction once all external approvals
are in place, including contingent approval of this CON Application, approval of the New York
State Office of the Attorney General (NYSAG), and the Office of the New York State
Comptroller (OSC). As such, the applicant respectfully requests that should the project receive
a favorable recommendation, it be contingent upon submission of a resolution from the SUNY
Board of Trustees authorizing the transaction with Crouse Health System, Inc. and Crouse
Health Hospital, Inc.
Kerri Tily, Esq.
June 3, 2022
Page 2
Upstate’s leadership has had meetings and discussions with the leadership of the New York
State Department of Health (NYSDOH) regarding the transaction signifying real intent in
pursuing the CON Application, which historically is the purpose of a CON Resolution.
2. Submit a completed Schedule 3.
RESPONSE:
Please refer to the enclosed Schedule 3, which will also be uploaded to NYSE-CON.
RESPONSE:
RESPONSE:
5. Submit a completed Schedule 15
RESPONSE:
Please feel free to contact me if you have any questions. Thank you.
Sincerely,
Frank M. Cicero
Frank M. Cicero
cc: Robert J. Corona, DO, MBA, CEO, Upstate University Hospital

Ms. Susan Furtney, Chief Strategy Officer, SUNY Upstate Medical University
Schedule 3A: General Instructions and Definitions for Legal Schedules

This schedule applies to all Establishment Applications (including combined Establishment and
Construction) and some Administrative Applications.
Definitions
1. “PHL” refers to the New York State Public Health Law.
2. “SSL” refers to the New York State Social Services Law.
3. “10 NYCRR” refers to Title 10 (Health) of the Official Compilation of the Codes, Rules and
Regulations of the State of New York.
4. “Department” refers to the New York State Department of Health.
5. “Commissioner” refers to the Commissioner of the Department.
6. “Article 28” refers to Article 28 of the PHL, which governs general hospitals, nursing homes,
diagnostic and treatment centers, and midwifery birth centers.
7. “Article 36” refers to Article 36 of the PHL, which governs certified home health agencies and long
term home health care programs.
8. “Article 40” refers to Article 40 of the PHL, which governs hospices.
9. “Article 44” refers to Article 44 of the PHL, which governs health maintenance organizations.
10. “Article 7” refers to Article 7 of the SSL, which governs adult homes, enriched housing programs
and residences for adults.
11. “Facility” refers to all types of facilities, institutions, agencies or other entities regulated under
Articles 7, 28, 36, 40, or 44.
12. “ESRD” refers to an Article 28 Diagnostic and Treatment Center that provides dialysis services to
people with End Stage Renal Disease.
General Instructions
1. Unless otherwise specifically indicated, the required paper copies of legal documentation submitted
should be photocopies of fully executed original documents and not the originals themselves. The
electronic copies of legal documents should be legible scanned images in PDF format of fully
executed original documents.
2. Whenever a requested legal document has been amended, modified, or restated, all
3. Attachments to legal schedules should be numbered sequentially for each particular schedule. The
list of attachments should be completed for each required schedule, with either the number of the
attachment or a check in the “Not Applicable” column. In instances where the “Not Applicable”
option is not offered, inclusion of the documentation is mandatory.
NOTE: If you believe this submission contains information which may be excepted from
disclosure pursuant to a FOIL request, you may so indicate to the NYSDOH and if so, must
identify those sections of the submission. DOH will review your claim and make a determination
in the event a FOIL request is received.

(06/2020)
Schedule 3B – Basic Legal Information and Documentation

facilities. Nonetheless, the applicant has made a best-faith effort in completing the schedule.
Instructions
1. The following applicants must complete Part I in its entirety:
a. Article 28 applicants seeking establishment or combined establishment and construction
approval.
b. Article 36 applicants seeking establishment approval.
c. Article 40 applicants seeking establishment approval.
2. The appropriate section of Part II must also be completed, depending on the applicant’s type of
legal entity, as follows:
a. Applicants that are sole proprietors must complete Section A.
b. Applicants that are general partnerships must complete Section B.
c. Applicants that are registered limited liability partnerships must complete Section C.
d. Applicants that are not-for-profit corporations must complete Section D.
e. Applicants that are business corporations must complete Section E
f. Applicants that are limited liability companies must complete Section F.
3. All Article 28 applicants must complete Part III in its entirety.
I. All Applicants
A. Is the name of the facility different from the name of the applicant’s legal entity?
Yes No
The Applicant, University Hospital SUNY Health Science Center (University Hospital, or “UH”), Operating
Certificate No. 3302007H and PFI No. 0635, is a 438-bed public hospital operated as a department of SUNY
Upstate Medical University (Upstate), a medical campus of The State University of New York (SUNY).
If Yes, submit the Certificate of Assumed Name. Attachment #N/A
B. Is the applicant a natural person? Yes No

If No, type of legal entity:
Sole Proprietor (See II.A. below)
General Partnership (See II.B below)

(06/2020)
Registered Limited Liability Partnership (See II.C below)

Not-for-Profit Corporation (See II.D below)
Business Corporation (See II.E below)
Limited Liability Company (See II.F below)
Other, specify Public Hospital
C. For Article 36 and Article 28 ESRD-exclusive applicants only: Does the applicant have any
partners, members or stockholders that are not natural persons? Yes No N/A
If Yes, the applicant must comply with the requirements of PHL 3611 or PHL 2801-a(15), as
applicable.
D. For Article 36 and Article 28 ESRD-exclusive business corporations only: Is the corporation
publicly traded? Yes No N/A
If Yes, submit the most recently filed Securities Exchange Commission Form 10K.
Attachment #N/A
E. Submit documentation of how the applicant has or will obtain site control. Lease agreements for
Article 28 facilities, and for hospice residences and the inpatient components of Article 40
facilities, must contain the language set forth in 10 NYCRR 600.2(d) or 790.2(d), respectively.
F. Are any of the directors or owners (partners, stockholders or members) of the applicant
physicians who are in a position to make referrals to the facility? Yes No X
If Yes, submit a signed statement that the proposed financial/referral structure has been
assessed in light of anti-kickback and self-referral laws, with the consultation of legal counsel,
and it is concluded that proceeding with the proposal is appropriate.
Attachment #N/A
G. Submit an organizational chart showing the applicant’s legal structure.

H. Does the applicant intend to enter into any agreement(s) involving the management,
administrative, billing and/or consulting services for the facility, including, but not limited to,
operational policies? Yes No
N.B.: Only Article 28 facilities licensed as general hospitals may enter into a management
contract to permit an outside entity to manage the day-to-day operations of an entire facility or a
defined patient care unit of the facility. These management contracts must meet the
requirements of 10 NYCRR 405.3(f). For Article 28 facilities that will be operated by a Limited
Liability Company or a Business Corporation with a Limited Liability Company Shareholder that
have non-member managers overseeing the management of the Limited Liability Company,
refer to the requirements for Operating Agreements included in Schedule 14--Additional Legal
Information for Article 28 entities in Schedule 14A for Business Corporation and Schedule 14B
for Limited Liability Companies.
If Yes, submit the proposed agreement(s) and the remaining questions in this part I.
Attachment #N/A

(06/2020)
If No, skip to Part II as applicable.
I. Has the proposed management entity previously received establishment approval under either
Article 7, 28, 36 or 40 of the PHL? Yes No N/A
J. Enter on the following chart, or upload as an attachment, the addresses of the facilities/agencies
owned, operated or managed by the proposed management entity and the time period that each
was owned, operated or managed by the proposed management entity. Include out-of-state
entities. Attachment #N/A
Time Period
Facility Name Type of Facility Facility Address
Owned or Managed
K. For each facility named in Question J above, documentation must be submitted reflecting its
current and past compliance with the applicable regulations in the state in which it operates.
This information is required for the most recent ten-year period, or for the period it was owned,
operated or managed by the proposed management entity, whichever is less. See Schedule 2D
for instructions on how to acquire this documentation.
L. Has the proposed management entity been the subject of an administrative action related to the
ownership, operation or management of any health care facility or agency?
Yes No N/A
N/A
M. Are there any criminal actions pending against the proposed management entity?
Yes No N/A
If Yes, provide further details regarding the criminal action in the space below, or upload as an
attachment. Attachment #
N/A
N. Are there now or have there been any civil or administrative actions initiated by either the
Medicare or Medicaid programs against the proposed management entity?
Yes No N/A
N/A
N.B.: All principals, officers, directors, proprietors, members and shareholders of a proposed
management entity must submit Schedule 2. Refer to Schedule 2 instructions.
(06/2020)
II. Additional Documentation Depending on Type of Legal Entity

Submit the following legal documentation as applicable for the applicant’s type of legal entity.
A. Sole Proprietors N/A

1. Name of Individual Proprietor:
2. Certificate of Doing Business: Attachment #

3. Schedules 2A and 2B
B. General Partnerships N/A

Percentage
Ownership

4. Schedules 2A and 2B for each partner
N.B. Partnership agreements for Article 28, Article 36 and Article 40 applicants must contain the
language set forth in 10 NYCRR 600.1(b)(5)(ii), 760.2 (c)(2) or 790.1 (c)(2), respectively.
C. Registered Limited Liability Partnerships N/A

Percentage
Ownership

4. Certificate of Registration: Attachment #
5. Schedules 2A and 2B for each partner.
N.B. Partnership agreements for Article 28, Article 36 and Article 40 applicants must contain
the language set forth in 10 NYCRR 600.1(b)(5)(ii), 760.2 (c)(2) or 790.1 (c)(2), respectively.

(06/2020)
D. Not-for-Profit Corporations N/A

1. Does the corporation have any members? Yes No
If Yes, list the names of the members below, or upload as an attachment. Attachment #
Attachment #

7. Schedule 2A for each director.
8. Schedule 2B for directors who contribute capital in support of the project.
9. Schedule 2C for directors who do not contribute capital in support of the project.

(06/2020)
E. Business Corporations N/A

1. On the following chart, or uploaded as an attachment, list the stockholders, stock interest
and percentage of ownership for each stockholder. Attachment #
Percentage
Stockholder Name Stock Interest
Ownership
Attachment #

7. Schedule 2A for each officer, director and stockholder.
8. Schedule 2B for each stockholder.
N.B. Only stockholders who own ten percent or more of a certified home health agency’s
issued stock must submit Schedule 2B. Stockholders of all other applicants, regardless of
percentage ownership, must submit Schedule 2B.

(06/2020)
F. Limited Liability Companies N/A

1. On the following chart, or uploaded as an attachment, list the members, membership
interest and percentage of ownership for each member. Attachment #
Membership Percentage
Member Name
Interest Ownership
2. List the managers below, or upload as an attachment. Attachment #
3. Articles of Organization: Attachment #

4. Operating Agreement: Attachment #
5. Consent of Managers or Members, if necessary: Attachment #
6. If the applicant is not a New York limited liability company, Application for Authority to Do
Business in New York: Attachment #
7. Schedule 2A for each member and manager.
8. Schedule 2B for each member.
N.B. Only members who own ten percent or more of a CHHA’s membership interest must
submit Schedule 2B. Members of all other applicants, regardless of percentage of ownership,
must submit Schedule 2B.
III. Representative Governance N/A

A. Ownership
1. Is the applicant, or any of its owners, employed by, an owner, officer, director, or manager
of, or in any way affiliated with, or acting on behalf, or for the benefit of, an outside entity
which will be involved with (including through a lease, contract or agreement), or benefit
from, the ownership or operation of the proposed facility? Yes No
If Yes, in the space below, or uploaded as an attachment, identify the outside entity and the
nature of the relationship. Attachment #
2. Are there any contractual restrictions, existing or proposed, on the ability of the owners of
the applicant to assign, transfer or sell their ownership interests or voting rights in the
applicant? Yes No
If Yes, provide copies of the existing or proposed arrangements. Attachment #

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B. Consulting/Administrative Agreements
1. Does this proposal include a consulting or administrative agreement?
Yes No
If No, skip to Section C.
If Yes, attach a copy of the agreement (if not already submitted with the CON), and continue
with the questions in this section. Attachment #
Attach a copy of the Attestation for Service Agreements. Attachment #
2. Describe in the space below, or uploaded as an attachment, the services to be provided

under the agreement. Attachment #
3. Describe in the space below, or uploaded as an attachment, the relationship between the
applicant/operator and the consultant. Attachment #
4. Who/what owns the consultant entity?
5. Which individual, by name or title, will manage the subject facility on a day-to-day business?
6. Who employs the facility manager?
7. Will there be any subcontracts or assignments with other entities?

Yes No
If Yes, attach copies of the agreements. Attachment #
Describe the agreements below, or upload as an attachment. Attachment #
8. What percentage of facility revenues flow to the consultant? %
9. Is the consultant also an equipment lessor for the facility? Yes No
10. Is the consultant a real property lessor for the facility? Yes No
11. Who is responsible for financial decisions and by whom is this person is employed?

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C. Financing
Will another entity provide financing for this CON project?
Yes No
If Yes, define the lender and it relationship to the applicant and consultant below, or upload as
an attachment. Attachment #
Completed by (Name):
Frank M. Cicero
Enter Date:
June 1, 2022
Continue on next page for the required Schedule B Attachment chart

(06/2020)
Schedule 3B Attachments
Complete the section labeled “All Applicants.” Then, check the box(es) that apply to your
organizational structure and enter the corresponding information for each attached document. If the
document is not applicable, enter “N/A" in the column labeled “Attachment Title.” PDF format preferred.

ALL APPLICANTS
Certificate of Assumed Name N/A
Form SEC 10K N/A
Documentation of Site Control Schedule 1 Attachment
Anti-Kickback Statement N/A
Organizational Chart Schedule 1 Attachment
Management Agreement N/A
List of Out-of-State Entities N/A
SOLE PROPRIETORS
Certificate of Doing Business
GENERAL PARTNERSHIPS
REGISTERED LIMITED LIABILITY PARTNERSHIPS

NOT-FOR-PROFIT CORPORATIONS
Bylaws
Board Resolution

(06/2020)
Schedule 3B Attachments, continued

BUSINESS CORPORATIONS
List of Additional Stockholders
Bylaws
Board Resolution
LIMITED LIABILITY COMPANIES

List of Additional Members
Operating Agreement
Consent of Managers or Members
REPRESENTATIVE GOVERNANCE
Restrictions on Ability of Applicant to Assign
Ownership
Consulting/Administrative Agreement
Subcontracts or Assignments with Other
Entities
OTHER ATTACHMENTS (SPECIFY)

Draft Asset Purchase Agreement Schedule 1 Attachment
Draft Lease Agreement Schedule 1 Attachment
Draft Employee Matters Agreement Schedule 1 Attachment
Draft Professional Employer Agreement Schedule 1 Attachment

(06/2020)
Schedule 3C – Legal Information for Ownership Transfers
Instructions
All applicants seeking full establishment approval for a change of ownership must complete Part I. The
Refer to Department of Health Guidance regarding when a Transfer of Ownership Interest Notice may
be submitted in place of this Schedule.
(APA).
as requested.

II.C)
B. Will there be a change in the facility name after the ownership transfer? Yes No
If Yes, current name of facility:

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Submit a fully executed proposed version the following document reflecting the name change
C. Will there be a change in the legal name of the operator after the ownership transfer?
Yes No
change, as appropriate (check one).
Certificate of Amendment to the Certificate of Incorporation: Attachment #N/A
Certificate of Amendment to the Articles of Organization: Attachment #N/A
D. Submit one of the following.

Attachment # N/A - There is no purchase price associated with the transaction.
E. For applicants acquiring interests in facilities entitled to receive Medicaid payments for services
rendered, submit an original affidavit from the applicant, which is acceptable to the Department,
in which the applicant agrees, notwithstanding any agreement, arrangement or understanding
between the applicant and the transferor to the contrary, to be liable and responsible for any
Medicaid overpayments made to the facility and/or any surcharges, assessments or fees due to
the transferor pursuant to Article # of the Public Health Law with respect to the period of time
prior to the applicant acquiring its interest, without releasing the transferor of its liability and
responsibility. A model affidavit is found below or in Schedule 4B. Attachment #4B appears as
a Schedule 1 Attachment.

A. Asset Transfers
a. Purchase and Sale Agreement: Attachment #Schedule 1 Attachment;
b. Contribution Agreement: Attachment # ;
c. Assignment and Assumption Agreement: Attachment # ; or
d. Additional Transfer Documents: Attachment # .
and the type of legal entity, if not included in Schedule 3B. Attachment #N/A

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Attachment #N/A
Attachment #N/A



1. Agreement of Merger or Consolidation, as applicable: Attachment #
2. Certificate of Merger or Consolidation, as applicable: Attachment #
3. Board Resolution(s), as applicable: Attachment #

Complete Schedules 15, 21G or 22F, depending on the type of facility.

(06/2020)
Schedule 4A – Legal Information for Ownership Transfers

submitting this Construction-Only Certificate of Need (CON) Application to the New York State Department of
Health (NYSDOH) seeking approval to certify Crouse Health Hospital, Inc., d/b/a Crouse Hospital (CHH) and
Crouse Hospital-Commonwealth Division (Commonwealth) as divisions of UH through an Asset Purchase
Agreement (APA). The 465-bed CHH campus will be named Upstate Crouse Hospital, and the 40-bed
Commonwealth campus will be named Upstate Crouse Inpatient Addiction Treatment Services. UH will
operate the new divisions under UH’s operating certificate and Medicare and Medicaid provider numbers.
There will be no change in either authorized services or the number or type of beds at CHH or Commonwealth
as a direct result of approval of this project.
This schedule was not specifically designed for Construction-Only CON Applications or for Public facilities.
Nonetheless, the applicant has made a best-faith effort in completing the schedule.
Instructions:
All applicants seeking establishment approval for a change of ownership must complete Part I. The
N.B.: Whenever a requested legal document has been amended, modified, or restated, all amendment(s),
modification(s) and/or restatement(s) should also be submitted.
(APA).
as requested.

II.C)
B. Will there be a change in the facility name after the ownership transfer?
Yes No
(11/2019)
change, as appropriate. (check one)

Certificate of Amendment to the Certificate of Incorporation:
Attachment #N/A.
Certificate of Amendment to the Articles of Organization:
Attachment #N/A.

(11/2019)
C. Submit one of the following.
N/A - There is no purchase price associated with the transaction.
Attachment # .

Attachment # .
D. Submit an original affidavit from the applicant, which is acceptable to the Department, in which
the applicant agrees, notwithstanding any agreement, arrangement or understanding between
the applicant and the transferor to the contrary, to be liable and responsible for any Medicaid
overpayments made to the facility/agency and/or any surcharges, assessments or fees due to
the transferor pursuant to Public Health Law with respect to the period of time prior to the
applicant acquiring its interest, without releasing the transferor of its liability and responsibility.
A model affidavit is found in Schedule 4B. Attachment #4B appears as a Schedule 1
Attachment.
A. Asset Transfers
a. Purchase and Sale Agreement: Attachment #Schedule 1 Attachment
b. Contribution Agreement: Attachment #N/A
c. Assignment and Assumption Agreement: Attachment #N/A; or
d. Additional Transfer Documents: Attachment #N/A.
and the type of legal entity, if not included in Schedule 3B.
Attachment #N/A.

Attachment #N/A.

(11/2019)

Attachment #N/A.
1. Agreement of Merger or Consolidation, as applicable: Attachment # .
2. Certificate of Merger or Consolidation, as applicable: Attachment # .
Complete Schedules 12G, 15, 21G or 22F, depending on the type of facility.

(11/2019)
SCHEDULE 4A ATTACHMENTS
Complete the section labeled “General Information.” Then, check the box(es) that apply to
your organizational structure and enter the corresponding information for each attached
document. If the document is not applicable, enter “N/A" in the column labeled “Attachment
Title.”
ATTACHMENT ATTACH
DOCUMENT FILENAME*
TITLE #
GENERAL INFORMATION
Certificate of Assumed Name or Certificate of
N/A
Amendment
Financial Statement or Statement of Transfer by Gift N/A
Medicaid Affidavit Sch. 1 Attachment
ASSET TRANSFERS
APA – Schedule 1
Evidence of Assets to be Transferred
Attachment
Applicable Legal Documentation for Initial
N/A
Establishment
If Seller is a Corporation, Certificate of Amendment
N/A
or Certificate of Dissolution
If Seller is an LLC, Certificate of Amendment or
N/A
Articles of Dissolution
STATUTORY MERGER OR CONSOLIDATION
Agreement of Merger or Consolidation N/A
Certificate of Merger or Consolidation N/A
ADDITIONAL ATTACHMENTS (SPECIFY)
* PDF Format Preferred

(11/2019)
Schedule 4B - Medicaid Affidavit
Submitted with Original CON Application as a Schedule 1 Attachment

(11/2019)
Schedule 14 – Additional Legal Information for Article 28 Applicants
Article 28 applicants seeking establishment or combined establishment and construction approval must
complete the relevant section of this Schedule in its entirety.
Schedule 14A - Business Corporations N/A

are business corporations must complete this Section in its entirety.
A. Affidavits: Attach the originals of stockholder affidavits from each stockholder including the specific
information set forth in 10 NYCRR 620.1(b).
B. Stock Certificate: Attach a sample stock certificate including the specific language set forth in 10
NYCRR 620.1(a)(4).
N.B.: The Certificate of Incorporation must comply with the language requirements set forth in
10 NYCRR 620.1(a).
C. Limited Liability Corporation Stockholders: Does the applicant have any stockholders that are
limited liability companies (LLCs)? Yes No
If Yes, identify each LLC-stockholder in the following table or by uploading a table as an attachment
to this Schedule. Attachment #
Name of LLC Shareholder Address

(06/2020)
D. Documentation for LLC Stockholders: For each LLC-stockholder (2nd Level Stockholder), attach
the following documentation:
1. A list providing the name, membership interest and percentage ownership interest in the 2nd
Level Stockholder and indirect ownership percentage in the Article 28 business corporation.
example, if A owns 10 percent of a 2nd Level Stockholder which itself owns 80 percent of an
Article 28 business corporation, A owns an indirect ownership interest of eight percent in the
Article 28 business corporation.) for each member;
N.B.: All members of the 2nd Level Stockholder must be natural persons.
2. A list of all members and managers;
3. Articles of Organization; and
4. Operating Agreement.
E. Articles of Organization: In addition to any other provisions required by the Limited Liability
Company Law, the Articles of Organization of the 2nd Level Stockholder must include provisions to
the following effect:
1. That all members of must be natural persons and that this provision may not be deleted,
modified or amended without the prior approval of the New York State Department of Health;
and
York State Department of Health.
F. Operating Agreement: The Operating Agreement of the 2nd Level Stockholder must include
1. That all members must be natural persons and that this provision may not be deleted, modified
3. That, if the 2nd Level Stockholder will be managed by managers who are not members, the
following powers with respect to the ownership and operation of the Article 28 business
corporation are reserved to the members of the 2nd Level Stockholder:

(06/2020)
and records,
associated with day-today operations,
e. approval of certificate of need applications filed by or on behalf of the hospital,
physical plant standards required by law,
g. approval of hospital contracts for management or for clinical services, and
party, and that this provision may not be deleted, modified or amended without the prior
SCHEDULE 14A CHECKLIST OF ATTACHMENTS N/A
Attach Attachment Electronic Document file

DOCUMENT NA
ed number name
Business Corporations
Stockholder affidavits
Sample stock certificate
Stockholder-LLCs
List of members
List of managers
Operating Agreement

(06/2020)
Schedule 14B - Limited Liability Companies N/A
are limited liability companies must complete this Section in its entirety.
I. Articles of Organization
A. The name of the LLC which must contain either the words "Limited Liability Company" or the
abbreviations "LLC" or "L.L.C.";
B. Designation of the Secretary of State as agent of the LLC for service of process and an address to
which the Secretary of State may mail a copy of any such process;
forth such structure may be deleted, modified or amended without the prior approval of the New
York State Department of Health;
changed without the prior approval of the New York State Department of Health;
E. That the powers and purposes of the LLC are limited to the ownership and operation of the Article
N.B.: The powers and purposes may also include the operation of an Article 36 facility, an
Article 40 facility and/or an Article 44 entity if the applicant has received all appropriate
approvals and certifications.
F. The location of the principal office of the LLC, which must be the same address as the facility; and
G. That notwithstanding anything to the contrary in the Articles of Organization or the Operating
Agreement, transfers, assignments or other dispositions of New York State Department of Health
membership interests or voting rights must be effectuated in accordance with section 2801-a(4)(b)
of the Public Health Law.
II. Operating Agreement
A. That the powers and purposes of the LLC are limited to the ownership and operation of the Article
B. That notwithstanding anything to the contrary in the Articles of Organization or the Operating
must be effectuated in accordance with section 2801-a(4)(b) of the Public Health Law;
forth such structure may be deleted, modified or amended without the prior approval of the
Department of Health;
changed without the prior approval of the Department of Health; and

(06/2020)
E. If the LLC will be managed by managers who are not members, that the following powers are
reserved to the members:
1. direct independent authority over the appointment or dismissal of hospital management-level
employees and medical staff;
2. approval of hospital operating and capital budgets and independent control of the books and
records;
3. adoption or approval of hospital operating policies and procedures and independent adoption of
policies affecting the delivery of health care services;
4. authority over the disposition of assets and authority to incur liabilities not normally associated
with day-to-day operations;
5. approval of certificate of need applications filed by or on behalf of the hospital;
6. approval of hospital debt necessary to finance the cost of compliance with operational or
7. approval of hospital contracts for management or for clinical services; and
8. approval of settlements of administrative proceedings or litigation to which the hospital is a
party.
III. Management
Will the applicant be managed by managers who are not members? Yes No
If Yes, attach the proposed Management Agreement between the applicant and the manager, which
must meet the following requirements and be approved by the Commissioner.
A. The management agreement must include provisions to the following effect:
1. A description of the proposed roles of the members of the Article 28 LLC during the period of
the proposed management contract, which must clearly reflect retention by the members of
ongoing responsibility for statutory and regulatory compliance,
2. A provision that clearly recognizes that the responsibilities of the members of the Article 28 LLC
are in no way obviated by entering into a management agreement and that any powers not
specifically delegated to the manager through the provisions of the management agreement
remain with the members,
3. The following powers are reserved to the members of the Article 28 LLC:
and records;

(06/2020)
4. The following language:
"Notwithstanding any other provision in this contract, the facility remains responsible for
ensuring that any service provided pursuant to this contract complies with all pertinent
provisions of Federal, State and local statutes, rules and regulations.",
5. A plan for assuring maintenance of the fiscal stability, the level of services provided and the
quality of care rendered by the facility during the term of the management agreement, and
6. Retention of authority by the members of the Article 28 LLC to discharge the manager and its
employees from their positions at the facility with or without cause on not more than 90 days’
notice. In such event, the facility shall notify the Department in writing at the time the manger is
notified. The members of the Article 28 LLC must provide a plan for the operation of the facility
subsequent to the discharge of the manager and such plan must be submitted with the
notification to the Department.
7. That the manager may not be changed and its responsibilities and obligations under the
management agreement may not be subcontracted, assigned or otherwise assumed without the
prior approval of the Department of Health;
B. The members of the Article 28 LLC must retain sufficient authority and control to discharge its
statutory and regulatory responsibility. The following powers must be specifically reserved to the
Article 28 LLC members:
1. Direct independent authority over the appointment or dismissal of the facility’s management-
2. Approval of the facility’s operating and capital budgets and independent control of the books
and records,
3. Adoption or approval of the facility’s operating policies and procedures and independent
4. Authority over the disposition of assets and authority to incur liabilities not normally associated
with day-to-day operations,
5. Approval of certificate of need applications filed by or on behalf of the facility,
6. Approval of debt necessary to finance the cost of compliance with operational or physical plant
standards required by law,
7. Approval of the facility’s contracts for management or for clinical services, and
8. Approval of settlements of administrative proceedings or litigation to which the facility is a party;

(06/2020)
C. An Article 28 LLC desiring to be managed by managers who are not members must submit a
proposed written management agreement to the Department at least 60 days before the intended
effective date, unless a shorter period is approved in writing by the Commissioner, due to
extraordinary circumstances. In addition, the Article 28 LLC shall also submit, within the same time
frame, the following:
1. Documentation demonstrating that the proposed manager holds all necessary approvals to do
business within New York,
2. Documentation of the goals and objectives of the management arrangement, including a
mechanism for periodic evaluation by the members of the Article 28 LLC of the effectiveness of
the arrangement in meeting those goals and objectives,
3. Evidence of the manager's financial stability,
4. Information necessary to determine that the character and competence of the proposed
manager, and its principals, officers and directors, are satisfactory, including evidence that all
facilities it has managed within New York have provided a substantially consistent high level of
care in accordance with applicable statutes and regulations, during the term of any
management agreement contract or the period they held an operating certificate, and
5. Evidence that it is financially feasible for the facility to enter into the proposed management
agreement for the term of the agreement and for a period of one year following expiration,
recognizing that the costs of the agreement are subject to all applicable provisions of Part 86 of
10 NYCRR. To demonstrate evidence of financial feasibility, the facility shall submit projected
operating and capital budgets for the required periods. Such budgets shall be consistent with
previous certified financial statements and be subject to future audits;
D. During the period between a facility's submission of a request for initial approval of a management
contract and disposition of that request, a facility may not enter into any arrangement for
management contract services other than a written interim consultative agreement with the
proposed manager. Any interim agreement must be consistent with these provisions and submitted
to the Department no later than five days after its effective date.
E. The term of a management contract shall be limited to three years and may be renewed for
additional periods not to exceed three years only when authorized by the Commissioner. The
Commissioner shall approve an application for renewal provided that compliance with this section
and the following provisions can be demonstrated:
1. That the goals and objectives of the arrangement have been met within specified time frames,
2. That the quality of care provided by the facility during the term of the arrangement has been
maintained or has improved, and
3. That the level of service to meet community needs and patient access to care and services has
been maintained or improved.

(06/2020)
IV. Membership Certificates
Does the applicant intend to issue membership certificates? Yes No
If Yes, attach a sample membership certificate including the following legend:
"That notwithstanding anything to the contrary in the Articles of Organization or the Operating
Agreement, transfers, assignments or other dispositions of membership interests or voting rights must
be effectuated in accordance with section 2801-a(4)(b) of the Public Health Law."
V. Business Corporation Members

Does the applicant have any members which are business corporations? Yes No
If Yes:
A. Identify each business corporation-member (2nd level member) in the following table or by uploading
a table as an attachment to this Schedule. Attachment #
B. For each business corporation-member, attach the following documentation:

1. A list providing the name, stock interest and percentage ownership interest in the 2nd Level
Member and indirect ownership percentage in the Article 28 LLC for each stockholder. (Indirect
ownership is determined by multiplying the percentage of ownership in each entity. For
28 LLC, A owns an indirect ownership interest of eight percent in the Article 28 LLC.);
N.B.: All stockholders of the 2nd Level Member must be natural persons.
2. A list providing the name and position held for each officer and director; and
3. Certificate of Incorporation. In addition to any other provisions required by the Business
Corporation Law, the Certificate of Incorporation of the 2nd Level Member must include
a. That all stockholders must be natural persons and that this provision may not be
deleted, modified or amended without the prior approval of the New York State
Department of Health; and

(06/2020)
b. That notwithstanding anything to the contrary in the Certificate of Incorporation or the
Bylaws, transfers, assignments or other dispositions of ownership interests or voting
rights must be effectuated in accordance with section 2801-a(4)(b) of the Public Health
Law and that this provision may not be deleted, modified or amended without the prior
approval of the New York State Department of Health.
VI. General or Registered Limited Liability Partnership Members

Does the applicant have any members which are general or registered limited liability partnerships?
Yes No
If Yes:
A. Identify each partnership-member (2nd level member) in the following table or by uploading a table
as an attachment to this Schedule. Attachment #
B. For each partnership-member, attach the following documentation:

1 A list providing the name, partnership interest and percentage ownership interest in the 2nd
Level Member and indirect ownership percentage in the Article 28 LLC for each partner.
28 LLC, A owns an indirect ownership interest of eight percent in the Article 28 LLC.); and
N.B.: All partners of the 2nd Level Member must be natural persons.
2 The Partnership Agreement of the 2nd Level Member must include provisions to the following
effect:
a. That all partners must be natural persons and that this provision may not be deleted,
modified or amended without the prior approval of the New York State Department of
Health;

(06/2020)
b. That transfers, assignments or other dispositions of partnership interests or voting rights
must be effectuated in accordance with section 2801-a(4)(b) of the Public Health Law and
that this provision may not be deleted, modified or amended without the prior approval of
the New York State Department of Health;
c. Contain the language set forth in 10 NYCRR 600.1(b)(5)(ii).
VII. Not-for-Profit Corporation Members

Does the applicant have any members which are not-for-profit corporations? Yes No
If Yes:
A. Identify each not-for-profit corporation-member (2nd Level Member) in this table or by uploading a
table as an attachment to this Schedule. Attachment #
B. For each not-for-profit corporation-member, attach the following documentation:

1 A list providing the name and interest or position held for each member, director, and officer;
2 Certificate of Incorporation; and
3 Bylaws.
C. Are any of the following powers reserved to any of the corporation’s member(s):

Yes No
Member:

Yes No
Member:

(06/2020)
Yes No
Member:

Yes No
Member:
Yes No
Member:

Yes No
Member:

Yes No
Member:
N.B.: If any of the corporation’s members have been or will be delegated any of these powers, the
member itself must have or obtain establishment approval as an active 2nd level member. If so, submit
Schedule 2A for each individual listed in item VII(B)(1) above. Directors who contribute capital in
support of the project must also submit Schedule 2B. Directors who do not contribute capital in support
of the project must also submit Schedule 2C.

(06/2020)
VIII. Limited Liability Company Members
Does the applicant have any members which are also LLCs? Yes No
If Yes:
A. Identify each LLC 2nd level member in this table or by uploading a table as an attachment to this
2nd Level Member Address
B. For each LLC-member, attach the following documentation:

1 A list providing the name, membership interest and percentage ownership interest in the 2nd
Level Member and indirect ownership percentage in the Article 28 LLC. (Indirect ownership is
determined by multiplying the percentage of ownership in each entity. For example, if A owns 10
percent of a 2nd Level Member which itself owns 80 percent of an Article 28 LLC, A owns an
indirect ownership interest of eight percent in the Article 28 LLC.)
N.B.: All members of the 2nd Level Member must be natural persons.
2 A list of all members and managers;
3 Articles of Organization; and
4 Operating Agreement.

(06/2020)
C. In addition to any other provisions required by the Limited Liability Company Law, the Articles of
Organization of the 2nd Level Member must include provisions to the following effect:
2 That transfers, assignments or other dispositions of membership interests or voting rights must
be effectuated in accordance with section 2801-a(4)(b) of the Public Health Law and that this
provision may not be deleted, modified or amended without the prior approval of the New York
State Department of Health.
D. The Operating Agreement of the 2nd Level Member must include provisions to the following effect:
or amended without the prior approval of the New York State Department of Health,
2 That notwithstanding anything to the contrary in the Articles of Organization or the Operating
must be effectuated in accordance with section 2801-a(4)(b) of the Public Health Law and that
3 That, if the 2nd Level Member will be managed by managers who are not members, that the
following powers with respect to the ownership and operation of the Article 28 LLC are reserved
to the members of the 2nd Level Member:
b. approval of hospital operating and capital budgets and independent control of the books and
records;
f. (approval of hospital debt necessary to finance the cost of compliance with operational or

(06/2020)
SCHEDULE 14B CHECKLIST OF ATTACHMENTS N/A

number file name
Management Agreement
Sample membership certificate

Business Corporation- Members
Members
List of stockholders

Not-for-Profit Corporation- Members
Members
List of members
Bylaws
Documentation of approval for the
application
Limited Liability Company - Members
Members
List of members
List of managers
Operating Agreement
General or Registered Limited Liability Company - Members
List of Partners

(06/2020)
Schedule 14C - Not-For-Profit Corporations N/A
are not-for-profit corporations must complete this Section in its entirety.
I. Directors
A. Number of director positions set by bylaws or otherwise fixed:
(See Not-for-Profit Corporation Law 702.)
B. Number of director positions currently filled:
C. Explain how and by whom the directors will be appointed or elected:
II. Members
A. Identify each member of the applicant in this table or by uploading a table as an attachment to this
Member: Address

(06/2020)
B. If applicable, for each member, attach the following documentation:

1. A list of the name and position held for each officer and director;
2. Certificate of Incorporation; and
3. Bylaws.
III. Reserved Powers

A. Are or will any of the following powers be reserved to any of the applicant’s member(s):
Yes No
Member:

Yes No
Member:

Yes No
Member:

Yes No
Member:
Yes No
Member:

Yes No
Member:

(06/2020)
Yes No
Member:
N.B.: If any of the applicant’s members have been or will be delegated any of these powers, the
member itself must have or obtain establishment approval. If so, submit Schedule 2a for each individual
listed in item II(B)(1) above. Directors who contribute capital to the project must also submit Schedule
2b. Directors who do not contribute capital to the project must also submit Schedule 2c.
B. Do any of the applicant’s members reserve the power to approve certificate of need applications to
ensure that they conform to the facility’s stated mission and philosophy?
Yes No
Member:
SCHEDULE 14C CHECKLIST OF ATTACHMENTS N/A
Electronic Document
DOCUMENT NA Attached Attachment number
file name
Members
Bylaws

(06/2020)
Schedule 14D - General or Registered Limited Liability Partnerships N/A

are general or registered limited liability partnerships must complete this Section in its entirety.
1. The language in Section A of this schedule must be included in the Partnership Agreements for
Article 28 applicants seeking establishment or combined establishment and approval that are
partnerships.
2. The language in section B of this schedule must be included in the Certificate of Registration for
Article 28 applicants seeking establishment or combined establishment and construction approval
that are registered limited liability partnerships.
A. Partnership Agreement – The language in section 600.1(b)(5)(ii) of 10 NYCRR must be included in
its entirety for general or registered limited liability partnerships.
B. Certificate of Registration – must include provisions to the following effect::
1. That the powers and purposes specifically include the ownership and operation of the facility
and the name of the facility; and
2. That, notwithstanding anything to the contrary in the Certificate of Partnership agreement,
transfers, assignments or other dispositions of partnership interests or voting rights must be
effectuated in accordance with section 2801-4(b) of the PHL.
SCHEDULE 14D CHECKLIST OF ATTACHMENTS N/A

number file name
DOH 155-E Schedule 14D 1

(06/2020)
Schedule 15 - Additional Legal Information - Ownership Transfers
Instructions:
Article 28 applicants seeking full establishment approval for a change in ownership through an
ownership interest transfer or by a change in active member must complete this schedule*, depending
on the applicant’s legal entity, as follows:
1. Applicants that are general partnerships must complete Part I.
2. Applicants that are registered limited liability partnerships must complete Part II.
3. Applicants that are not-for-profit corporations seeking approval for a change in active member
must complete Part III.
4. Applicants that are business corporations must complete Part IV.
5. Applicants that are limited liability companies must complete Part V.
Pursuant to section PHL 2801-a(2-a), a change in an existing Article 28 legal entity to a limited liability
company or a business corporation does not require CON approval but may be approved
administratively, under the following circumstances:
1. the Certificate of Incorporation or Articles of Organization reflect solely a change in the form of
business organization approved by the Public Health and Health Planning Council or its
predecessor;
2. every stockholder, incorporator, sponsor, member, and director of the proposed entity was
similarly, an owner, partner, stockholder, incorporator, sponsor, member, or director of the
existing entity;
3. the distribution of ownership interests and voting rights in the proposed entity is identical to the
existing entity;
4. there is no change in the operator of an Article 28 facility other than the form of business entity;
and

(06/2020)
5. the proposed entity has site control and all required assets to own and operate the Article 28
facility.
* Refer to Department of Health Guidance regarding when a Transfer of Ownership Interest Notice
may be submitted in place of this Schedule.

(06/2020)
I. General Partnerships N/A

CON approval. Transfers of less than ten percent to a new partner require prior notice. See PHL
2801-a(4)(b).
5. Certificate of Assumed Name, as filed; and
II. Registered Limited Liability Partnerships N/A

CON approval. Transfers of less than ten percent to a new partner require prior notice. See PHL 2801-
a(4)(b).
4. Certificate of Registration;
6. Certificate of Assumed Name, as filed;
7. Fully executed proposed Certificate of Amendment to the Certificate of Registration reflecting
the change(s) in partner(s);

(06/2020)
III. Not-for-Profit Corporations N/A

Change in Active Member
N.B.: A change in active member requires CON approval. A member is active if it has any of the
following reserved powers with respect to the Article 28 corporation:
1. Appointment or dismissal of hospital management-level employees and medical staff, except
2. Approval of hospital operating and capital budgets.
3. Adoption or approval of hospital operating policies and procedures.
4. Approval of certificate of need applications filed by or on behalf of the hospital.
5. Approval of hospital debt necessary to finance the cost of compliance with operational or
6. Approval of hospital contracts for management or for clinical services.
7. Approval of settlements of administrative proceedings or litigation to which the hospital is a
A change in a passive member does not require CON approval. If the change in passive member
results in a change in officers and/or directors of the Article 28 corporation, however, such changes
must be reported in the facility’s annual report statement pursuant to 10 NYCRR 610.3.
With respect to the Article 28 corporation:
2. Fully executed proposed Certificate of Amendment reflecting the delegation of powers to the
active member;
3. Bylaws;
4. Proposed amendments to Bylaws, if any; and
With respect to the proposed active member corporation:
2. Fully executed proposed Certificate of Amendment reflecting the delegation of active powers
from the Article 28 corporation;
3. Bylaws;
4. Proposed amendments to Bylaws, if any;
5. Board Resolution(s); and
6. A list of names and position held for all officers and directors; and
B. Submit Schedule 2A for each individual listed in item 5e above. Directors of a not-for profit
corporation who contribute capital in support of the project must also submit Schedule 2B. Directors of
a not-for-profit corporation who do not contribute capital in support of the project must also submit
Schedule 2C.
(06/2020)
IV. Business Corporations N/A
N.B.: Only transfers of ten percent or more of stock interests or voting rights to a new
stockholder and transfers which result in an individual, who has not yet been established,
becoming an owner of ten percent or more require CON approval. Transfers of ten percent or more
to an existing stockholder who has previously been approved by the Public Health and Health Planning
Council require prior notice. See PHL 2801-a(4)(c).
1. A list providing the following information for each incoming stockholder: name, stock interest,
2. Documentation of the transfer of stock;
3. Certificate of Incorporation;
4. Bylaws;
5. Board Resolution;
6. A list of the names, stock interest and percentage ownership for all stockholders before and
after the proposed transfer; and
7. Original of stock transfer affidavit from each incoming stockholder and each selling stockholder,
including the specific information set forth in 10 NYCRR 620.3(a)(2) and (3), respectively; and
B. Submit Schedules 2A and 2B for each incoming stockholder.
V. Limited Liability Companies N/A

N.B.: Only transfers of membership interests of ten percent or more to a new member require
CON approval. Transfers of less than ten percent to a new member only require prior notice. See PHL
2801-a(4)(b).
1. A list providing the following information for each incoming member: name, membership
interest, and percentage ownership being acquired;
2. Documentation of the transfer of membership interest;
3. Articles of Organization;
4. Operating Agreement, including documentation that each incoming member will be legally
bound by it;
5. A list of the names, membership interest and percentage ownership for all members before and
6. Documentation of consent of existing members, if necessary; and
B. Submit Schedules 2A and 2B for each incoming member.

(06/2020)
Checklist of Attachments to Schedule 15 N/A
Electronic
Attachment
number
name
I. General Partnerships

II. Registered Limited Liability Partnerships



III. Not-for-Profit Corporations – Article 28 Corporation
Corporation
Bylaws
Board Resolution(s)

(06/2020)
Electronic
Attachment
number
name
III. Not-for-Profit Corporations – Proposed Active Member Corporation
Bylaws
Board Resolution(s)
IV. Business Corporations
List regarding each incoming stockholder
Evidence of transfer of stock
Bylaws
Board Resolution
List of all stockholders (before and after)

Transfer affidavits
V. Limited Liability Companies
List regarding each incoming member

Evidence of transfer of membership interest
Operating Agreement, including
documentation by incoming member(s).
List of all members (before and after)
Consent of existing members

(06/2020)
KATHY HOCHUL MARY T. BASSETT, M.D., M.P.H. KRISTIN M. PROUD
Governor Commissioner Acting Executive Deputy Commissioner
April 22, 2022
Patricia Smyth
Cicero Consulting Associates
925 Westchester Avenue Suite 201
White Plains, New York 10604
Re: 221156-C
University Hospital SUNY Health Science
Center
(Onondaga County)
Certify Crouse Hospital and Crouse Hospital -
Commonwealth Division as divisions of
University Hospital SUNY Health Science
Center with no changes to beds or services
The above-referenced Certificate of Need application, for which you have been designated the
contact person, has been received by the Bureau of Project Management for processing and
has been distributed to all necessary reviewing units and, if operating, your local health systems
agency, in accordance with 10 NYCRR 710. Please refer to the enclosed Important Notice for
further information concerning this process.
The mandatory review of your project for the criteria required by the Public Health Law may
determine that the proposal is not approvable. Therefore, prior to entering into any contractual
commitments or commencing construction, the final determination of the Office of Primary Care
and Health Systems Management and/or the Public Health and Health Planning Council must
be obtained.
If you have any questions regarding this project, please do not hesitate to contact me or my staff
at cons@health.ny.gov or (518) 402-0911.
Sincerely,
Lynn M. Baniak
Director
Bureau of Project Management
Enclosure
LB/DVC/jb
IMPORTANT NOTICE
TO: Applicants
FROM: Bureau of Project Management
SUBJECT: Additional Information Concerning the Processing of Your

CON Application
All correspondence from the Department of Health (DOH) will be directed to the contact
person identified in this application. Should the contact person change during
processing, written notification should be made to the Bureau of Project Management.
Please identify all subsequent submissions (correspondence, plans, additional
information, etc.) with the assigned project number.
You may receive requests for additional information from DOH. Please respond within
the time frame noted to assure that further processing is not delayed. You may also
voluntarily submit any additional information which you believe might facilitate the review
of your proposal unless specific deadlines have otherwise been established. If timely,
the submission of additional information will not result in a disruption of the processing of
the application unless such information represents a substantial change in the proposal,
thereby revising the project. If your application is required to be presented at the Public
Health and Health Planning Council, the transmission of additional information must be
received sufficiently in advance of the application’s presentation to enable distribution
and review, since it is the desire of DOH not to defer action on applications that are
scheduled for council meetings.
Questions or comments concerning this application should be addressed to the Bureau

of Project Management at (518) 402-0911.
Revised: 12/30/2010
Privileged and Confidential – For Discussion Purposes Only
Meeting with NYS Department of Health and Division of

Budget
August 10, 2021
Executive Summary
• Strategic Imperative
– Upstate must continue to grow our clinical enterprise
– Margin required to support academic and research enterprise
• Financial Analysis
– Upstate and its advisors completed a comprehensive financial analysis that
indicates Crouse is financially and strategically important to Upstate
– The analysis shows ~$78M of incremental annual synergies (at the midpoint of
the analysis by Year 5, based on fairly conservative assumptions)
• Regional Impact
– Economic engine for the region and largest employer
– Hospital of choice for specialty care AND safety net hospital for region
1
Why Crouse?
● Supports and Grows the Academic Mission
– Increases clinical training sites necessary for the growth of the College of
Medicine and the College of Health Professions
– Acquires Crouse’s College of Nursing
● Adds initial entry pathway (Assoc Degree in Applied Science - Crouse) to an RN and BSN Degree
(Upstate).
● Leverages Existing Integration
– Crouse is integrated into the SUNY Upstate medical system
– Crouse is connected physically and programmatically to SUNY Upstate
● Preserves Critical Services and Workforce in Central New York
– Maximizes excess bed and ED capacity at Crouse Hospital
– Retains clinical resources locally
● Increases Revenue and Reduces Expenses
– Grow critical services lines (Heart and Vascular, Neurosciences, Cancer)
– Potential for $78M+ of annual synergies to be realized
2
Current Upstate Capacity Constraints & Impact

Transfers Declined1 Margin Lost - Transfers
(Assumes $7,850/Transfer)
1,359 1,390
$10.7 M $10.9 M
904
$7.1
CY 2019 CY 2020 CY 2021 CY 2019 CY 2020 CY 2021
ED Hours on Diversion1 Margin Lost – Diversion2

(Assumes $7,850/Admit & $475/T&R)
1,795
$8.8 M
813 803
$4.0 M $3.9 M
CY 2019 CY 2020 CY 2021 CY 2019 CY 2020 CY 2021

Source: Upstate Emergency Department
Notes: 1) CY2021 Transfer and Diversion hours are through May 2021. 2) Diversions assumed a 60/40 split on admissions and treat and release (T&R). 4
Transaction Overview and Due Diligence Update

● Upstate Advisors
– Legal: Hogan Lovells | Strategic: Raymond James | Financial: Grant Thornton
● Transaction Model
– Acquisition of Operations/Lease of Fixed Assets
– Similar model used in Stony Brook transactions (ELIH in 2018, Southampton in

2017)
● Workforce Strategy
– Professional Employer Organization (PEO)
– Captive PC (Crouse Medical Practice)
● Pension Relief
– Reduction from $100M to $30M
8
Crouse Proforma (Post Transaction)
9
Revenue Adjustments
Projection
Year 1 Year 2 Year 3 Year 4 Year 5
Risks & Full Benefit Baseline Projection (in thousands)
Category Description
Considerations Range by Year 5 Net Income (Loss)* (23,000) (47,900) (49,900) (53,600) (57,300)
Total Margin % -4.8% -10.2% -10.3% -10.7% -11.1%
• Incremental • Medicaid rates • $18.0M
Revenue Synergies
revenue benefit secured under SUNY
Medicaid Rebasing - 17,100 17,300 17,700 18,000
from avoiding could be less
Black Box Revenue Analysis** 25,000 25,000 25,000 25,000 25,000
Medicaid favorable than
Volume and Capacity - 5,000 12,000 20,000 24,000
Medicaid rebasing Crouse’s current Revenue Synergies Total 25,000 47,100 54,300 62,700 67,000
Rebasing • Rebasing occurs rates and result in Expense Synergies
in FY22 with a lower total benefit Labor (3,000) (1,500) - 1,500 3,000
26.4% decrease Supplies 1,500 3,000 4,700 4,800 4,900
Medicaid IT Maintenance - Net (2,500) (3,700) (4,900) (4,900) (4,900)
payment rates Expense Synergies Total (4,000) (2,200) (200) 1,400 3,000
• Payor contract • Analysis subject to • Low: $12.5M CMP Improvements - 2,800 3,500 3,500 3,500
payment further diligence and • High: $25.0M
improvements payor contract Synergies Total 21,000 47,700 57,600 67,600 73,500
Black Box based on review Cumulative 21,000 68,700 126,300 193,900 267,400
Revenue historical • Acquisition-specific
Net Income (2,000) (200) 7,700 14,000 16,200
Analysis utilization data clauses in payor
Total Margin % -0.4% 0.0% 1.5% 2.6% 2.9%
and existing contracts could limit
contractual rates or reduce total
benefit opportunity
10
Revenue Adjustments (Continued)

Projection
Risks & Full Benefit Baseline Projection (in thousands)
Category Description
Considerations Range by Year 5 Net Income (Loss)* (23,000) (47,900) (49,900) (53,600) (57,300)
Total Margin % -4.8% -10.2% -10.3% -10.7% -11.1%
• Incremental • Creating IP • Low: $15.6M Revenue Synergies
volume surgery space • High: $32.9M Medicaid Rebasing - 17,100 17,300 17,700 18,000
improvement moving OP Black Box Revenue Analysis** 25,000 25,000 25,000 25,000 25,000
attributed to: surgeries to Volume and Capacity - 5,000 12,000 20,000 24,000
• Decreased Ambulatory Revenue Synergies Total 25,000 47,100 54,300 62,700 67,000
revenue leakage settings Expense Synergies
and expanded • Ramp-up period Labor (3,000) (1,500) - 1,500 3,000
patient access for incremental Supplies 1,500 3,000 4,700 4,800 4,900
• Incremental benefit could be IT Maintenance - Net (2,500) (3,700) (4,900) (4,900) (4,900)
admissions delayed due to Expense Synergies Total (4,000) (2,200) (200) 1,400 3,000
Volume from creating physician referral CMP Improvements - 2,800 3,500 3,500 3,500
and capacity at patterns
Capacity SUNY by • Physicians Synergies Total 21,000 47,700 57,600 67,600 73,500
moving lower- leaving post- Cumulative 21,000 68,700 126,300 193,900 267,400
acuity patients acquisition could
Net Income (2,000) (200) 7,700 14,000 16,200
to Crouse limit capacities
Total Margin % -0.4% 0.0% 1.5% 2.6% 2.9%
• Projection for treating
estimates annual expanded patient
incremental population
volume
improvements
11
Expense Adjustments
Projection
Full Benefit Year 1 Year 2 Year 3 Year 4 Year 5
Risks & Baseline Projection (in thousands)
Category Description Range by Year
Considerations Net Income (Loss)* (23,000) (47,900) (49,900) (53,600) (57,300)
5
Total Margin % -4.8% -10.2% -10.3% -10.7% -11.1%
• Incremental • Crouse staffing • Low: -$4.0M
investments and consistent with • High: $27.3M Revenue Synergies
labor expense benchmarks of Medicaid Rebasing - 17,100 17,300 17,700 18,000
reductions from community Black Box Revenue Analysis** 25,000 25,000 25,000 25,000 25,000
eliminating hospitals with Volume and Capacity - 5,000 12,000 20,000 24,000
duplicative positions similar acuity Revenue Synergies Total 25,000 47,100 54,300 62,700 67,000
Labor
• Further Expense Synergies
diligence Labor (3,000) (1,500) - 1,500 3,000
required to Supplies 1,500 3,000 4,700 4,800 4,900
determine IT Maintenance - Net (2,500) (3,700) (4,900) (4,900) (4,900)
staffing levels or Expense Synergies Total (4,000) (2,200) (200) 1,400 3,000
redundancies
• Expense reduction • Identified • Low: $3.7M
opportunities benefit • High: $7.0M Synergies Total 21,000 47,700 57,600 67,600 73,500
identified through dependent upon Cumulative 21,000 68,700 126,300 193,900 267,400
Supply Chain Crouse’s ability
Supplies synergies analysis to meet industry Net Income (2,000) (200) 7,700 14,000 16,200
performance Total Margin % -0.4% 0.0% 1.5% 2.6% 2.9%
and
management
benchmarks
• Incremental • Annual Epic • Low: $(8.3M)
reduction in existing expenses subject • High: $(1.5M)
IT IT expenses as result to change based
Maintenance of Epic installation & on cost of
– Net network installation and
infrastructure maintenance
improvements
12
CMP Improvements
Projection
Full Benefit Year 1 Year 2 Year 3 Year 4 Year 5
Risks & Baseline Projection (in thousands)
Category Description Range by Year
Considerations Net Income (Loss)* (23,000) (47,900) (49,900) (53,600) (57,300)
5
Total Margin % -4.8% -10.2% -10.3% -10.7% -11.1%
• Benefit • Limited • Low: $3.0M
Revenue Synergies
generated from provider buy- • High: $7.0M
Medicaid Rebasing - 17,100 17,300 17,700 18,000
reduction in in and
Crouse Black Box Revenue Analysis** 25,000 25,000 25,000 25,000 25,000
CMP’s annual adherence to
Medical Volume and Capacity - 5,000 12,000 20,000 24,000
losses improvement
Practice Revenue Synergies Total 25,000 47,100 54,300 62,700 67,000
resulting from measures
(CMP) Expense Synergies
improvements could limit or
Improvements Labor (3,000) (1,500) - 1,500 3,000
in operational delay total
Supplies 1,500 3,000 4,700 4,800 4,900
and financial benefit
IT Maintenance - Net (2,500) (3,700) (4,900) (4,900) (4,900)
performance
Expense Synergies Total (4,000) (2,200) (200) 1,400 3,000
Synergies Total 21,000 47,700 57,600 67,600 73,500

Cumulative 21,000 68,700 126,300 193,900 267,400
Net Income (2,000) (200) 7,700 14,000 16,200

Total Margin % -0.4% 0.0% 1.5% 2.6% 2.9%
13
Crouse Pro-Forma Financial Forecast

Lease Structure
Projection
Key Assumptions Net Income (2,000) (200) 7,700 14,000 16,200
Depreciation 28,000 31,300 34,700 38,000 41,300
▪ Assumes all key inputs from prior projections are unchanged Interest 3,500 3,400 3,200 3,100 2,900
regarding synergies and capital expenditures Working Capital & Other Closing Costs (23,100) - - - -
Total 8,400 34,700 37,900 41,100 44,200
▪ Yearly pension obligations have been updated to $3m per year
▪ Proceeds From Debt Issuance: Includes $50m in financing for Epic Uses of Cash - Investments
installation and assumes 3% interest rate and 5-year term and one
Epic Implementation (37,500) (12,500) - - -
half of the $25m capital expenditures ($12.5m) for years 2 through 5 Capital Expenditures (25,000) (25,000) (25,000) (25,000) (25,000)
▪ Key Lease Payment assumptions include the following items: Total (62,500) (37,500) (25,000) (25,000) (25,000)
▪ Current Crouse debt obligations (Uses)/Sources of Cash - Financing

▪ Current Crouse pension obligations Pension - - - - -
▪ $100k per year for administrative support Lease Payment (9,970) (9,980) (9,990) (9,990) (9,810)
Existing Debt Service - - - - -
▪ Includes an imputed interest rate of 4% and a term of 25 Epic - Financed (10,454) (10,454) (10,454) (10,454) (10,454)
years Malpractice Funding (Current & LTD) (1,000) (1,000) (1,000) (1,000) (1,000)
Medicare APP Repayment (10,800) (16,700) - - -
▪ Payments are smoothed over the term of the lease to produce
consistent annual payments based upon current debt, Total 17,776 (25,634) (8,944) (8,944) (8,764)
pension, and administrative support assumptions Uses of Cash Total (36,324) (28,434) 3,956 7,156 10,436
▪ The above assumptions are subject to change Net Cash Impact (38,324) (28,634) 11,656 21,156 26,636
Beginning Cash*** 85,000 46,676 18,041 29,697 50,852

Ending Cash 46,676 18,041 29,697 50,852 77,488
***FY21 Beginning Cash
14
Pro-Forma Financial Forecast – Lease Structure

Projection
Key Assumptions Year 1 Year 2 Year 3 Year 4 Year 5
▪ Proceeds From Debt Issuance: Net Income (2,000) (200) 7,700 14,000 16,200
Adj. to Calculate Operating Cash
▪ $50m in financing for Epic installation, 3% interest Depreciation 28,000 31,300 34,700 38,000 41,300
rate, 5-year term and one half of the $25m capital Interest 3,500 3,400 3,200 3,100 2,900
Working Capital & Other Closing Costs (23,100) - - - -
expenditures ($12.5m) for years 2 through 5 Total 8,400 34,700 37,900 41,100 44,200
▪ Key Lease Payment Assumptions: Uses of Cash - Investments

Epic Implementation (37,500) (12,500) - - -
▪ Current Crouse debt obligations Capital Expenditures (25,000) (25,000) (25,000) (25,000) (25,000)
Total (62,500) (37,500) (25,000) (25,000) (25,000)
▪ Pension obligations (Uses)/Sources of Cash - Financing
Pension - - - - -
▪ $100k per year for administrative support Proceeds From Debt Issuance 50,000 12,500 12,500 12,500 12,500
Lease Payment (9,970) (9,980) (9,990) (9,990) (9,810)
▪ Imputed interest rate of 4% and term of 25 years Existing Debt Service - - - - -
Epic - Financed (10,454) (10,454) (10,454) (10,454) (10,454)
▪ Payments are smoothed over the term of the lease to Malpractice Funding (Current & LTD) (1,000) (1,000) (1,000) (1,000) (1,000)
produce consistent annual payments based upon Medicare APP Repayment (10,800) (16,700) - - -
Total 17,776 (25,634) (8,944) (8,944) (8,764)
current debt, pension, and administrative support
Uses of Cash Total (36,324) (28,434) 3,956 7,156 10,436
assumptions
Net Cash Impact (38,324) (28,634) 11,656 21,156 26,636
Beginning Cash*** 85,000 46,676 18,041 29,697 50,852
Ending Cash 46,676 18,041 29,697 50,852 77,488
***FY21 Beginning Cash
Revenue Adjustment Detail (1) Expense Adjustment Detail (1)

▪ Medicaid rebasing to provide $18.0m benefit ▪ Reductions in labor needs to provide ($4.0m) - $27.3m benefit
▪ Payor contract payment improvements to provide $12.5m - ▪ Supply chain synergies to provide $3.7m – $7.0m benefit
$25.0m benefit ▪ Added IT maintenance to provide ($8.3m) – ($1.5m) detriment
▪ Volume and capacity improvements to provide $15.6m – $32.9m
benefit
CMP Improvements Detail (1)
▪ Improvements to CMP’s operational and financial performance to
result in $3.0m - $7.0m benefit
(1) Adjustments described represent the annual benefit or detriment forecasted in year 5. 15
Next Steps
• Secure All Required Sign-offs

• Develop Antitrust Strategy
• Develop Communication Strategy (external and legislative)
17
Appendix
18
Tara Bannow
Hospitals & Health Insurance Reporter
Pronouns: She/her
Twitter: @TaraBannow
Mobile:
Reporting from the frontiers of health and medicine
Try STAT+ today
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Tara Bannow
Pronouns: She/her
Mobile:
Try STAT+ today

Sean Hans
Office Assistant 3
Bureau of Project Management
Corning Tower Room 1842
Phone: (518)-402-0911
Email: sean.hans@health.ny.gov

7/21/22, 9:20 AM
Application Number
221156
Facility Name University Hospital SUNY Health Science Center
Project Description Certify Crouse Hospital and Crouse Hospital - Commonwealth Division as divisions of University Hospital SUNY Health Science Center with no changes to beds or services
Executive Summary
University Hospital SUNY Health Science Center (University Hospital, or “UH”), a department of SUNY Upstate Medical University (Upstate), a medical campus of The State University of New York (SUNY), is submitting this Construction-Only Certificate of Need (CON) Application to
the New York State Department of Health (NYSDOH) seeking approval to certify Crouse Health Hospital, Inc., d/b/a Crouse Hospital (CHH) and Crouse Hospital-Commonwealth Division (Commonwealth) as divisions of UH through an Asset Purchase Agreement (APA). The 465-bed CHH
will be named Upstate Crouse Hospital, and the 40-bed Commonwealth will be named Upstate Crouse Inpatient Addiction Treatment Services. UH will also assume operation of CHH s existing extension clinics.
UH currently has 752 certified beds at its two (2) hospitals with a 29-bed third hospital, Upstate University Hospital at Hutchings (Hutchings), coming online in 2023. CHH currently has 505 certified beds at its two (2) hospitals. Upon completion of the transaction, along with the opening of
Hutchings, UH will have 1,286 certified beds at its five (5) hospitals. UH and CHH are adjacent, and at some locations they are physically interconnected. Commonwealth is located 5.5 miles and 15 minutes travel time from CHH. UH at Community General is located 7.8 miles and 21
minutes travel time from UH.
The purpose of the transaction is to incorporate the operations of CHH into UH to further create a coordinated, highly integrated system with the objectives of improving quality, increasing access and lowering the costs of health care in the communities served by UH and Crouse.
UH does not expect to make changes in either authorized services or the number or type of beds at Upstate Crouse Hospital or Upstate Crouse Inpatient Addiction Treatment Services as a direct result of approval of this project. Any changes in beds and services among the hospitals in the
future will be subject to appropriate regulatory filings.
1/1
07/21/2022 9:20 AM
NYSE-CON Project Summary
Application Number: 221156

Facility Name: University Hospital SUNY Health Science Center
Project Description: Certify Crouse Hospital and Crouse Hospital - Commonwealth Division as divisions of University
Hospital SUNY Health Science Center with no changes to beds or services
General Information
Application Type: Application - Full Review - Construction (Non-Establishment)

Project Status: Under Review Project Status Date: 04/22/2022
Review Level: Full Received Date: 04/14/2022
Total Project Cost: $2,000.00 Initial Review Date: 04/15/2022
Acknowledgement Date: 04/22/2022
Main Site Information

Physical Address: 750 East Adams Street Facility ID: 635
Syracuse, NY 13210 Facility Type: Hospital
County: ONONDAGA Region: Central

Current Operator: State University of New York Operating Certificate #: 3301007H
178-50 Linden Blvd Current Operator County:
Jamaica, NY 11434
Contact Information
Name: Patricia Smyth Title:
Email: conadmin@ciceroassociates.com User Id:
Phone: (914) 682-8657 Address: 925 Westchester Avenue Suite 201
Fax: (914) 682-8895 Suite 201
Alternate Contact Information

Name: Marylin Galimi Email: galimim@upstate.edu
Other
Withdrawn Date:
SubBatch1: 10 SubBatch2: OZ
CON Codes:
Management
Page 1 of 1
Submission Number: 221156
Page 2 of 4
Submission Number: 221156
Emergency Department Add
Medical Services - Other Medical Specialties Add
Medical Services - Primary Care Add
Methadone Maintenance O/P Add
Renal Dialysis - Acute Add
Therapy - Occupational O/P Add
Therapy - Physical O/P Add
Page 4 of 4
Frank M. Cicero
Cicero Consulting Associates
925 Westchester Avenue, Suite 201
Date: May 27, 2022
RE: CON 221156
University Hospital SUNY Health Science Center
(Onondaga County)
Dear Frank Cicero:
The Bureau of Financial Analysis review of the above application has revealed the need for
additional information, as requested in the enclosure. In preparing answers to the questions,
please repeat each question and then provide the answer. Please submit your response via your
New York State Electronic Certificate of Need account within seven days from the date of this
letter in accordance with 10 NYCRR 710.3(a).
Processing your application by the Bureau of Financial Analysis cannot be completed until the
information is received and reviewed. If this project requires review by the Public Health and
Health Planning Council, such review may be delayed if the requested information is not timely
received. Accordingly, while you have seven days to respond, you are encouraged to submit the
response at your earliest opportunity. Responses that result in corrections or revisions to specific
CON Schedules (e.g., Schedules 8, 9 and 13) must be uploaded to the appropriate schedule
location within the CON application.
The following information is required to complete the review for the above referenced
application:
1. Please provide a Crouse Pro-forma five-year projection post transaction, including
assumptions regarding volume, revenue, expense adjustments, Crouse Medical Practice
improvements, and lease structure assumptions.
2. Please provide details for the 99-year lease. Specifically, there are no rent details in the
submitted draft agreement, but it looks like rent paid from SUNY Upstate will be used to
cover Crouse’s existing debt obligations, current pension obligations, and administrative
support. Please provide the lease terms (e.g., annual and monthly rent obligations).
3. Pension Liabilities were reduced from $100M to $30M payable over 10 years. Please
provide details for the pension reductions and how they would impact the obligations to
be taken over by the State.
4. Where does the current malpractice/potential liability reside after the transaction?
5. Please provide a narrative explanation and quantify the projected synergies to result from
the Crouse/Upstate transaction, including the timing to realize the benefits and the
underlying assumptions in the financial projections. If the expected benefits of the
transaction are projected to occur after three years, then provide the financial projections
to demonstrate these benefits (e.g., through year five post-transaction) for the
consolidated Crouse/Upstate Hospital projections. This should include detail on
incremental utilization and revenue for individual service lines and timing to realize these
benefits.
6. Please provide Crouse’s overall bed utilization rate and excess capacity by certified bed
type for Calendar Year 2020, 2021 and year-to-date 2022.
7. Please provide the Upstate transfers declined, Upstate ED hours on diversion and the
margin impact of both during calendar year 2021 and year to date calendar year 2022.
8. Provide supporting calculations for reimbursement rate assumptions used to build the
Schedule 13 budget.
9. Please explain the reason(s) for any increase or decrease in reimbursement rates from the
first to the third year.
10. The applicant stated that the ramp-up period for incremental benefits to SUNY could be
delayed due to physician referral patterns and physicians leaving post-acquisition could
limit capacities for treating expanded patient population. When is it expected SUNY
would see the incremental admissions from the merger? Please confirm if this is the
reason schedule 13 projections for SUNY Upstate remain unchanged for the current, first,
and third years.
11. What would be the impact on SUNY Upstate static projections if the proposed
transaction did not occur?
12. Please provide utilization, by payor source, for Crouse and Upstate pre- and post-
transaction 2018 through year three of the project. We require year-to-date internal
utilization for 2022.
13. What management actions has University Hospital taken to recover from the operating
loss in 2020 attributed in large part to the pandemic, per the Financial Narrative, and
given the loss of supplemental funding from DSRIP and COVID-19 related provider
relief funds?
14. Explain the drivers of the negative net asset position and loss from operations for Crouse
Health System, Inc., and Affiliates in 2019 and 2020 and the steps implemented to
improve operations.
15. Provide the calendar year-to-date 2022 statistics and internal financial statements for
Crouse Hospital and Crouse Medical Practice, PLLC and University Hospital. If
applicable, address the reason(s) for any negative working capital, net asset position, and
operating losses.
Sincerely,
Liz Odondi
Liz Odondi
Senior Health Care Fiscal Analyst Trainee
Division of Health Economics and Provider Assistance
Bureau of Financial Analysis
May 27, 2022
Patricia Smyth
925 Westchester Avenue
Suite 201
Re: 221156
University Hospital SUNY Health Center
The Bureau of Health Facility Planning and Development in the Division of Legal Affairs has
completed a review of the above application that has revealed the need for additional information, as
requested below. Please submit your response via your New York State Electronic Certificate of Need
account within 14 days, or at your earliest opportunity, to ensure timely review of the application.
If you have any questions regarding the above, you may contact the Bureau of Health Facility
Planning and Development at 518-473-3303.
Sincerely,
Kerri A. Tily, Esq.

Senior Attorney
Division of Legal Affairs
Corning Tower
Empire State Plaza
Albany, NY 12237
Empire State Plaza, Corning Tower, Albany, NY 12237│health.ny.gov

From: Deanna Schneider < <mailto: >
Sent: Thursday, June 9, 2022 10:25 AM
To: Hauley, Margaret M (HEALTH) <margaret.hauley@health.ny.gov
<mailto:margaret.hauley@health.ny.gov> >
Subject: Question on Upstate Crouse Merger CON Hearing

You don't often get email from
<mailto: . Learn why this is important
<https://aka.ms/LearnAboutSenderIdentification>

ATTENTION: This email came from an external source. Do not open attachments or click on links
from unknown senders or unexpected emails.

Hey hey hey -

We are getting incoming about this article - https://www.syracuse.com/health/2022/06/syracuse-
residents-will-have-almost-no-voice-in-proposed-upstate-crouse-hospital-merger-review.html?
utm_source=Sailthru&utm_medium=email&utm_campaign=Good%20Morning%20CNY%206-7-
22&utm_term=Newsletter_good_morning_cny <https://gcc02.safelinks.protection.outlook.com/?
url=https%3A%2F%2Fwww.syracuse.com%2Fhealth%2F2022%2F06%2Fsyracuse-residents-will-
have-almost-no-voice-in-proposed-upstate-crouse-hospital-merger-
review.html%3Futm_source%3DSailthru%26utm_medium%3Demail%26utm_campaign%3DGood%2
520Morning%2520CNY%25206-7-
22%26utm_term%3DNewsletter_good_morning_cny&data=05%7C01%7Cgeorge.macko%40health.
ny.gov%7Cfd368083accd426a670408da4a4fff96%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7
C0%7C637904004839260516%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2l
uMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=l%2B4G%2FWWdhB9Tzl2k5
xZFMrWQxmFilEa4MdxdGuBsdC4%3D&reserved=0>

Was hoping you could provide us with set public hearing dates that we can tell our constituents
about and I really think it would alleviate some of the on-the-ground concern.

Not sure if the hearings have been booked yet but wanted ot reach out and see if you had anything
you can provide before we call back the outlet. My cell is 631-428-7883

Best Regards,

Deanna Schneider
Chief of Staff
Senator John W. Mannion
518-455-2954
dschneid@nysenate.gov <mailto:dschneid@nysenate.gov>

From: Hauley, Margaret M (HEALTH)
Sent: Thursday, June 9, 2022 1:27 PM
To: Glock, Shelly J (HEALTH); Leonard, Colleen M (HEALTH); Macko, George T (HEALTH)
Cc: Felsen, Kristen E (HEALTH)
Subject: RE: Question on Upstate Crouse Merger CON Hearing

Thanks very much. Just to confirm, if the Senator’s Office joins the list-serv that Col mentioned, they
can receive notifications of public hearings/meetings (and agenda info) when they are released?

From: Glock, Shelly J (HEALTH) <shelly.glock@health.ny.gov>
To: Leonard, Colleen M (HEALTH) <colleen.leonard@health.ny.gov>; Hauley, Margaret M (HEALTH)
<margaret.hauley@health.ny.gov>; Macko, George T (HEALTH) <george.macko@health.ny.gov>
Cc: Felsen, Kristen E (HEALTH) <Kristen.Felsen@health.ny.gov>

Hi Meg- The CON has been received and is currently under review. We do not have a sense at this
time when that review will be completed.

Shelly

Shelly Glock

Deputy Director

Center for Health Care Facility Planning, Licensure and Finance

Room 1805, Corning Tower ESP, Albany, NY 12237

518-457-5113; 518-402-0971(fax) | Shelly.Glock@health.ny.gov
<mailto:Shelly.Glock@health.ny.gov>

From: Leonard, Colleen M (HEALTH) <colleen.leonard@health.ny.gov
<mailto:colleen.leonard@health.ny.gov> >
<mailto:margaret.hauley@health.ny.gov> >; Glock, Shelly J (HEALTH) <shelly.glock@health.ny.gov
<mailto:shelly.glock@health.ny.gov> >; Macko, George T (HEALTH) <george.macko@health.ny.gov
<mailto:george.macko@health.ny.gov> >
Cc: Felsen, Kristen E (HEALTH) <Kristen.Felsen@health.ny.gov
<mailto:Kristen.Felsen@health.ny.gov> >
Subject: Re: Question on Upstate Crouse Merger CON Hearing

Hi Meg,

Thank you for sending the link, unfortunately since I’m not a subscriber I am unable to read the full
article.

I am adding Shelly Glock and George Macko who are working on the CON.

Please note that the Establishment and Project Review Committee agenda is posted one week prior
to the meeting and is in confidential/draft form until it is posted. The next EPRC meeting is July 14th,
however I am uncertain if the application is going to be on this agenda. I will defer to Shelly and
George on how best to respond to the Senator.

We encourage the public to join the CON listserv so they do not miss any PHHPC related issues.
https://health.ny.gov/facilities/cons/listserv.htm <https://gcc02.safelinks.protection.outlook.com/?
url=https%3A%2F%2Fhealth.ny.gov%2Ffacilities%2Fcons%2Flistserv.htm&data=05%7C01%7Cgeorge
.macko%40health.ny.gov%7Ca864218d077844a9352608da4a3d4f5a%7Cf46cb8ea79004d108ceb80
e8c1c81ee7%7C0%7C0%7C637903924424420457%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wL
jAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=KovxJM
%2FEkDzXUZqbyXy8aUqZvhr5oe3Z7oxawEr%2FzGo%3D&reserved=0>

Please let me know if I can assist with any procedural questions. Thank you!

Col

Get Outlook for iOS <https://gcc02.safelinks.protection.outlook.com/?
url=https%3A%2F%2Faka.ms%2Fo0ukef&data=05%7C01%7Cgeorge.macko%40health.ny.gov%7Ca8
64218d077844a9352608da4a3d4f5a%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7C0%7C637
903924424420457%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBT
iI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=LeDy0SUnW9WIZ9PzmF9%2BO4l8g7RI
a8pkS%2Fdr1FJwIrY%3D&reserved=0>

________________________________

From: Hauley, Margaret M (HEALTH) <margaret.hauley@health.ny.gov
Sent: Thursday, June 9, 2022 10:39:36 AM
To: Leonard, Colleen M (HEALTH) <colleen.leonard@health.ny.gov
Subject: FW: Question on Upstate Crouse Merger CON Hearing

Hi, Col –

DEA is assisting the Office of Governmental Affairs with informal legislative requests while they
recruit for several vacancies in their office. We received the request below from Senator Mannion’s
office regarding a CON review for the Upstate-Crouse facility merger. They are requesting public
hearing dates for this review or other information regarding how these are scheduled and
announced.

Do you have any information that we can share about these hearings or the process for this type of
review to assist their constituents? I have attached a pdf of the linked article for convenience.

Many thanks for whatever assistance you can provide.

Regards,

Meg

____________________________________________

Margaret M. Hauley

Deputy Director for External Affairs

Office of Governmental & External Affairs


E.S.P., Corning Tower, Room 2531


P: 518-473-8007

F: 518-474-6608

e: margaret.hauley@health.ny.gov <mailto:margaret.hauley@health.ny.gov>




Hey hey hey -

520Morning%2520CNY%25206-7-
ny.gov%7Ca864218d077844a9352608da4a3d4f5a%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0
%7C0%7C637903924424420457%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoi
V2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=0hlSidNwfBqDPyaWABM
k2CdnqR41P6EFf2UvTsjVEXY%3D&reserved=0>



Best Regards,

Deanna Schneider
Chief of Staff
518-455-2954

From: Glock, Shelly J (HEALTH)
To: Leonard, Colleen M (HEALTH); Hauley, Margaret M (HEALTH); Macko, George T (HEALTH)

Hi Meg- The CON has been received and is currently under review. We do not have a sense at this
time when that review will be completed.

Shelly

Shelly Glock

Deputy Director

Center for Health Care Facility Planning, Licensure and Finance

Room 1805, Corning Tower ESP, Albany, NY 12237

518-457-5113; 518-402-0971(fax) | Shelly.Glock@health.ny.gov
<mailto:Shelly.Glock@health.ny.gov>

From: Leonard, Colleen M (HEALTH) <colleen.leonard@health.ny.gov>
To: Hauley, Margaret M (HEALTH) <margaret.hauley@health.ny.gov>; Glock, Shelly J (HEALTH)
<shelly.glock@health.ny.gov>; Macko, George T (HEALTH) <george.macko@health.ny.gov>

Hi Meg,

article.



.macko%40health.ny.gov%7C27e3018ceccb472c8fd108da4a3cd512%7Cf46cb8ea79004d108ceb80e
8c1c81ee7%7C0%7C0%7C637903922370733083%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLj
AwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=q77N3s
XsoRbjxjrABcmgohT%2FkE%2FxNOlu%2FCVcZKci4IE%3D&reserved=0>


Col

url=https%3A%2F%2Faka.ms%2Fo0ukef&data=05%7C01%7Cgeorge.macko%40health.ny.gov%7C27
e3018ceccb472c8fd108da4a3cd512%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7C0%7C6379
03922370733083%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI
6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=cBvNC2mAhxkxTrXXyv5xmZcl9arF5mw%
2Fg4PeqWVDoJ8%3D&reserved=0>

________________________________


Hi, Col –

announced.



Regards,

Meg

____________________________________________

Margaret M. Hauley






P: 518-473-8007

F: 518-474-6608





Hey hey hey -

520Morning%2520CNY%25206-7-
ny.gov%7C27e3018ceccb472c8fd108da4a3cd512%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%
7C0%7C637903922370889277%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2
luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=f1HYlFI1LI6UsVkZ5RmqFvQ
T2%2B%2F9%2FPJv8cOMKlwoj64%3D&reserved=0>



Best Regards,

Deanna Schneider
Chief of Staff
518-455-2954

To: Macko, George T (HEALTH); Leonard, Colleen M (HEALTH); Glock, Shelly J (HEALTH)
Attachments: Crouse Merger article.pdf

I was able to obtain one more free article – see attached full version.

Regards,

Meg

From: Macko, George T (HEALTH) <george.macko@health.ny.gov>
To: Hauley, Margaret M (HEALTH) <margaret.hauley@health.ny.gov>; Leonard, Colleen M (HEALTH)
<colleen.leonard@health.ny.gov>; Glock, Shelly J (HEALTH) <shelly.glock@health.ny.gov>

Would it be possible to get a copy of this story that was linked within the story you sent?

https://www.syracuse.com/health/2022/06/upstate-crouse-merger-is-good-for-the-hospitals-but-
what-about-the-patients.html <https://gcc02.safelinks.protection.outlook.com/?
url=https%3A%2F%2Fwww.syracuse.com%2Fhealth%2F2022%2F06%2Fupstate-crouse-merger-is-
good-for-the-hospitals-but-what-about-the-
patients.html&data=05%7C01%7Cgeorge.macko%40health.ny.gov%7C4e5cd3d1ee9942f343fe08da
4a3b7e10%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7C0%7C637903916629965012%7CUnk
nown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0
%3D%7C3000%7C%7C%7C&sdata=Y%2FiQQ%2FccYnCAnvPjgFydRY8aWBqWS%2BwZveVFtY7tBCs%3
D&reserved=0>

George Macko

Director, Planning and Licensure


Room 1805

Corning Tower ESP, Albany, NY 12237

(518) 457-5105

<mailto:colleen.leonard@health.ny.gov> >; Glock, Shelly J (HEALTH) <shelly.glock@health.ny.gov

No worries at all.


Meg,

Sorry p, I just saw the link, I should have known you would pdf for me

url=https%3A%2F%2Faka.ms%2Fo0ukef&data=05%7C01%7Cgeorge.macko%40health.ny.gov%7C4e
5cd3d1ee9942f343fe08da4a3b7e10%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7C0%7C6379
6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=DFpSXOobmzTE28xa33fD3aBA7wBxM8z
07o6Qaf68tWU%3D&reserved=0>

________________________________

Sent: Thursday, June 9, 2022 12:17:14 PM

Thanks, Col. The pdf I attached previously was a copy of the text of full article. Attaching again here
for reference.

Shelly/George – many thanks for whatever additional guidance/information you can provide.

Regards,

Meg


Hi Meg,

article.



.macko%40health.ny.gov%7C4e5cd3d1ee9942f343fe08da4a3b7e10%7Cf46cb8ea79004d108ceb80e
AwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=6W%2F
Ya1WOZLfJadMSJZqLaTeRFfvfNMXKFZ9yGdLcKIg%3D&reserved=0>


Col

url=https%3A%2F%2Faka.ms%2Fo0ukef&data=05%7C01%7Cgeorge.macko%40health.ny.gov%7C4e
5cd3d1ee9942f343fe08da4a3b7e10%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7C0%7C6379
6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=DFpSXOobmzTE28xa33fD3aBA7wBxM8z
07o6Qaf68tWU%3D&reserved=0>

________________________________


Hi, Col –

announced.



Regards,

Meg

____________________________________________

Margaret M. Hauley






P: 518-473-8007

F: 518-474-6608





Hey hey hey -

520Morning%2520CNY%25206-7-
ny.gov%7C4e5cd3d1ee9942f343fe08da4a3b7e10%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%
luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=ThRGOD%2F%2F0peIT4r5jn
Xe3%2BEBpTnmanQwLXEowfOyH%2Bo%3D&reserved=0>



Best Regards,

Deanna Schneider
Chief of Staff
518-455-2954

To: Leonard, Colleen M (HEALTH); Glock, Shelly J (HEALTH); Macko, George T (HEALTH)

No worries at all.


Meg,


url=https%3A%2F%2Faka.ms%2Fo0ukef&data=05%7C01%7Cgeorge.macko%40health.ny.gov%7Cd3
882d231457463cb39a08da4a3982b4%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7C0%7C637
iI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=BbmooVGxJ%2Bm%2FGJEIcB8goGyEkN
53g57T9ytJiHLfPog%3D&reserved=0>

________________________________


for reference.


Regards,

Meg


Hi Meg,

article.



.macko%40health.ny.gov%7Cd3882d231457463cb39a08da4a3982b4%7Cf46cb8ea79004d108ceb80
jAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=Dr3NZD
lx4xFEryRqA%2FOITLqI7pEnyxUf2Ka2yjitPxA%3D&reserved=0>


Col

882d231457463cb39a08da4a3982b4%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7C0%7C637
iI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=BbmooVGxJ%2Bm%2FGJEIcB8goGyEkN
53g57T9ytJiHLfPog%3D&reserved=0>

________________________________


Hi, Col –

announced.



Regards,

Meg

____________________________________________

Margaret M. Hauley






P: 518-473-8007

F: 518-474-6608





Hey hey hey -

520Morning%2520CNY%25206-7-
ny.gov%7Cd3882d231457463cb39a08da4a3982b4%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0
V2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=RRgERMC67ExwZDQVtV
UnQD3aUdDLRDfAQOKpFAdaK0M%3D&reserved=0>



Best Regards,

Deanna Schneider
Chief of Staff
518-455-2954

From: Leonard, Colleen M (HEALTH)
To: Hauley, Margaret M (HEALTH); Glock, Shelly J (HEALTH); Macko, George T (HEALTH)

Meg,

2414a08a1b4e0cf21108da4a395aa5%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7C0%7C6379
6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=3V9BstOlE6bKpRo4jCxpkmuXccGfm41v
QSW3zuytU6s%3D&reserved=0>
________________________________

From: Hauley, Margaret M (HEALTH) <margaret.hauley@health.ny.gov>
To: Leonard, Colleen M (HEALTH) <colleen.leonard@health.ny.gov>; Glock, Shelly J (HEALTH)

for reference.


Regards,

Meg


Hi Meg,

article.



.macko%40health.ny.gov%7Cd92414a08a1b4e0cf21108da4a395aa5%7Cf46cb8ea79004d108ceb80
jAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=bzR3nB
rBq0n4sHOzErwAPBioFFMGuJ4C5jUbDR1xKcY%3D&reserved=0>


Col

2414a08a1b4e0cf21108da4a395aa5%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7C0%7C6379
6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=3V9BstOlE6bKpRo4jCxpkmuXccGfm41v
QSW3zuytU6s%3D&reserved=0>

________________________________


Hi, Col –

announced.



Regards,

Meg

____________________________________________

Margaret M. Hauley






P: 518-473-8007

F: 518-474-6608





Hey hey hey -

520Morning%2520CNY%25206-7-
ny.gov%7Cd92414a08a1b4e0cf21108da4a395aa5%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%
luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=tFOU8IMHBXwgHCeSVPoFj
ygvRFnCsZabIz4iAHgW%2BwI%3D&reserved=0>



Best Regards,

Deanna Schneider
Chief of Staff
518-455-2954

To: Leonard, Colleen M (HEALTH); Glock, Shelly J (HEALTH); Macko, George T (HEALTH)
Attachments: Syracuse.Com - Crouse Merger.pdf

for reference.


Regards,

Meg


Hi Meg,

article.



.macko%40health.ny.gov%7C6aea0fedc5f74f7c219708da4a3383e1%7Cf46cb8ea79004d108ceb80e
AwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=kReywrY
tkU%2BJG7FYNxwn3Ek0Dy0e5Io0vDFAIRy5Riw%3D&reserved=0>


Col

url=https%3A%2F%2Faka.ms%2Fo0ukef&data=05%7C01%7Cgeorge.macko%40health.ny.gov%7C6a
ea0fedc5f74f7c219708da4a3383e1%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7C0%7C63790
3882489918092%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6
Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=%2FpDmqoUqi6amUhPVegHgxEI6Q8bfJn
e%2Fi0fryg8kjZc%3D&reserved=0>

________________________________


Hi, Col –

announced.



Regards,

Meg

____________________________________________

Margaret M. Hauley






P: 518-473-8007

F: 518-474-6608





Hey hey hey -

520Morning%2520CNY%25206-7-
ny.gov%7C6aea0fedc5f74f7c219708da4a3383e1%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7
uMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=cT2DWUNMK79idnEQ1%2B
%2Bzj2ohRgPsWETNHCUXIEgXfPA%3D&reserved=0>



Best Regards,

Deanna Schneider
Chief of Staff
518-455-2954

From: Leonard, Colleen M (HEALTH)
To: Hauley, Margaret M (HEALTH); Glock, Shelly J (HEALTH); Macko, George T (HEALTH)

Hi Meg,
article.



.macko%40health.ny.gov%7Ca4cf9e6f812347d403ff08da4a3321dd%7Cf46cb8ea79004d108ceb80e
AwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=gPSG9B
qV9uXoDmNfz5D4l4a%2F5jk4JJKy%2B23AR35xXfM%3D&reserved=0>

Col

url=https%3A%2F%2Faka.ms%2Fo0ukef&data=05%7C01%7Cgeorge.macko%40health.ny.gov%7Ca4c
f9e6f812347d403ff08da4a3321dd%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7C0%7C637903
880730249959%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik
1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=iECyfWjn6DPmGInT%2FsAfS5vYRDE6Q33H
YcBs8SlY7kg%3D&reserved=0>
________________________________

From: Hauley, Margaret M (HEALTH) <margaret.hauley@health.ny.gov>
To: Leonard, Colleen M (HEALTH) <colleen.leonard@health.ny.gov>

Hi, Col –

announced.



Regards,

Meg

____________________________________________

Margaret M. Hauley






P: 518-473-8007

F: 518-474-6608


From: Deanna Schneider <
To: Hauley, Margaret M (HEALTH) <margaret.hauley@health.ny.gov>



Hey hey hey -

520Morning%2520CNY%25206-7-
ny.gov%7Ca4cf9e6f812347d403ff08da4a3321dd%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7
uMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=j7y8KW3%2BtH9mMGH%2
B2LpWrB3bYeU0KDicDaATg9vJAX8%3D&reserved=0>



Best Regards,

Deanna Schneider
Chief of Staff
518-455-2954
From: Bannow, Tara <tara.bannow@statnews.com
<mailto:tara.bannow@statnews.com> >
Sent: Wednesday, May 25, 2022 11:32 AM
To: doh.sm.press <press@health.ny.gov <mailto:press@health.ny.gov> >
Subject: Re: Question re: COPA application

You don't often get email from tara.bannow@statnews.com
<mailto:tara.bannow@statnews.com> . Learn why this is important


Good morning! I'm a reporter with STAT News. An attorney told me that
a hospital in New York has submitted an application to the New York State Department of Health for
a Certificate of Public Advantage. I did not see a new application on the "COPA Application
Summaries <https://gcc02.safelinks.protection.outlook.com/?
url=https%3A%2F%2Fwww.health.ny.gov%2Fhealth_care%2Fmedicaid%2Fredesign%2Fcopa%2Fcop
a_application_summaries.htm&data=05%7C01%7Cgeorge.macko%40health.ny.gov%7C64396ccb20
c84589ac1508da43367f62%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7C0%7C637896198586
404529%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haW
wiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=QPIokZhFMTd9g%2BKBtkM4sWUdTUQIgC9nEXG
wf9ZOpsE%3D&reserved=0> " section of your website. Is there a new application? If so, can you
share the application?

Thank you!

Tara

On Wed, May 18, 2022 at 2:53 PM Bannow, Tara
<tara.bannow@statnews.com <mailto:tara.bannow@statnews.com> > wrote:

Hi there! Just following up on my inquiry from yesterday. Can
you help me with this question?

Thank you!

Tara

On Tue, May 17, 2022 at 8:52 AM Bannow, Tara
<tara.bannow@statnews.com <mailto:tara.bannow@statnews.com> > wrote:

Good morning! I'm a reporter with STAT News. An
attorney told me that a hospital in New York has submitted an application to the New York State
Department of Health for a Certificate of Public Advantage. I did not see a new application on the
"COPA Application Summaries <https://gcc02.safelinks.protection.outlook.com/?
url=https%3A%2F%2Fwww.health.ny.gov%2Fhealth_care%2Fmedicaid%2Fredesign%2Fcopa%2Fcop
a_application_summaries.htm&data=05%7C01%7Cgeorge.macko%40health.ny.gov%7C64396ccb20
c84589ac1508da43367f62%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7C0%7C637896198586
404529%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haW
wiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=QPIokZhFMTd9g%2BKBtkM4sWUdTUQIgC9nEXG
wf9ZOpsE%3D&reserved=0> " section of your website. Is there a new application? If so, can you
share the application?

Thank you!

Tara

--

Tara Bannow


Pronouns: She/her

<https://gcc02.safelinks.protection.outlook.com/?
url=https%3A%2F%2Fwww.twitter.com%2FTaraBannow&data=05%7C01%7Cgeorge.macko%40healt
h.ny.gov%7C64396ccb20c84589ac1508da43367f62%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0
V2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=pQzFcVsRBO0Me3Dao8
%2BYtd9FaiuQvkXmV2Vi7nsSzw4%3D&reserved=0>

Mobile:

url=https%3A%2F%2Fwww.statnews.com%2F&data=05%7C01%7Cgeorge.macko%40health.ny.gov%
7C64396ccb20c84589ac1508da43367f62%7Cf46cb8ea79004d108ceb80e8c1c81ee7%7C0%7C0%7C
637896198586404529%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiL
CJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=dJZPtg3HpJOnQn%2F6MiA8DSJzG
BHv%2FTuXIiIgm1F%2B65w%3D&reserved=0>


Try STAT+ today <https://gcc02.safelinks.protection.outlook.com/?
url=https%3A%2F%2Fwww.statnews.com%2Fstat-
plus%2F%3Futm_source%3Demail%26utm_campaign%3Dstaff_sig%26utm_medium%3Demail&data
=05%7C01%7Cgeorge.macko%40health.ny.gov%7C64396ccb20c84589ac1508da43367f62%7Cf46cb
8ea79004d108ceb80e8c1c81ee7%7C0%7C0%7C637896198586404529%7CUnknown%7CTWFpbGZs
b3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7
C%7C&sdata=dqCcYOycmEuGCif9i0hKVmggsTSJ1DfypZf%2BNUxkqrk%3D&reserved=0>

--

Tara Bannow


Pronouns: She/her

V2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=pQzFcVsRBO0Me3Dao8
%2BYtd9FaiuQvkXmV2Vi7nsSzw4%3D&reserved=0>

Mobile:

CJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=N%2F4B%2BGQzm1FpHCR90Ile1o
7l1CY%2Ff1IyGvYSKWMUBBk%3D&reserved=0>


C%7C&sdata=aR7mIchzvjH8qq19ADWHF9zGbpKkwtbFWTnidgNC63k%3D&reserved=0>

--

Tara Bannow


Pronouns: She/her

V2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=JxJw6hgI9xpY7TdlSw5V0
xA1wg2fJRCZ2UFPd4U8MAE%3D&reserved=0>

Mobile:

CJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=N%2F4B%2BGQzm1FpHCR90Ile1o
7l1CY%2Ff1IyGvYSKWMUBBk%3D&reserved=0>


C%7C&sdata=aR7mIchzvjH8qq19ADWHF9zGbpKkwtbFWTnidgNC63k%3D&reserved=0>

2nd Set of Merger Documents

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New York State Department of Health Schedule 1

Certificate of Need Application

Acknowledgement and Attestation

PRINT OR TYPE NAME TITLE

Robert J. Corona, DO, MBA, FCAP, FASCP EO

DOH 155-A Schedule 1 1

BUSINESS STREET ADDRESS

NAME AND TITLE OF CONTACT PERSON CONTACT PERSON'S COMPANY

BUSINESS STREET ADDRESS

Robert J. Corona, DO, CPE, MBA, FCAP, FASCP

The applicant's lead attorney should be identified:

Jeffrey G. Schneider, Esq. Hogan Lovells 390 Madison Avenue

New York, New York 10017 (212) 918-3503 jeff.schneider@hoganlovells.com

DOH 155-A Schedule 1 2

925 Westchester Avenue, Suite

White Plains, New York 10604 (914) 682-8657 conadmin@ciceroassociates.com

The applicant's lead accountant should be identified:

Please contact consultant if

Please list all Architects and Engineer contacts: N/A – No Construction

CITY, STATE, ZIP TELEPHONE E-MAIL ADDRESS

NAME FIRM BUSINESS STREET ADDRESS

CITY, STATE, ZIP TELEPHONE E-MAIL ADDRESS

DOH 155-A Schedule 1 3

Other Facilities Owned or Controlled by the Applicant

NYS Affiliated Facilities/Agencies N/A – Construction Application

Facility Type Facility Name Operating Certificate Facility ID (PFI)

Out-of-State Affiliated Facilities/Agencies

Facility Type Name Address State/Country Services Provided

DOH 155-A Schedule 1 4

B. Organizational Charts and Article 28 Network Statement

C. NYS Affiliated Facilities

F. Draft Lease Agreement

G. Draft Employee Matters Agreement

H. Draft Professional Employer Agreement

WHEREAS, after undertaking a deliberative and comprehensive search process

WHEREAS, Upstate is an educational corporation organized and existing under

WHEREAS, pursuant to the proposed transactions discussed herein (the

WHEREAS, the Transactions will require review and approval by certain

• Combining clinical operations to create an expanded, nationally

• Permitting the Combined Hospital to expand utilization of the Hospital

• Expanding clinical programs through the Hospital’s and Upstate’s

• Creating efficiencies of scale and avoidance of expense duplication;

• Reducing unnecessary capital expenditures and utilizing savings to

• More generally, creating synergies that will improve patient care,

WHEREAS, a non-binding Term Sheet was presented to the board, and

WHEREAS, management presented to the Executive Committee of the Crouse

WHEREAS, management and/or its advisors presented to the board summaries

NOW, THEREFORE, BE IT RESOLVED, that the Transactions be and they

FURTHER RESOLVED, that the draft Transaction Documents, summaries of

FURTHER RESOLVED, that once executed, all steps pursuant to the

FURTHER RESOLVED, that any Amended Governing Documents in

FURTHER RESOLVED, that all filings and applications with governmental,

• under the Hospital’s contractual arrangements with and pursuant to the

FURTHER RESOLVED, that it is the intent of these resolutions that the

FURTHER RESOLVED, all prior actions of the Board of Directors, the

WHEREAS, after undertaking a deliberative and comprehensive search process

WHEREAS, Upstate is an educational corporation organized and existing under

WHEREAS, pursuant to the proposed transactions discussed herein (the

WHEREAS, the Transactions will require review and approval by certain

• Combining clinical operations to create an expanded, nationally

• Permitting the Combined Hospital to expand utilization of the Hospital

• Expanding clinical programs through the Hospital’s and Upstate’s

• Creating efficiencies of scale and avoidance of expense duplication;