SB 5241 — Concerning material changes to the operations and governance structure of participants in the health care marketplace.

p.Sec.

5 SB 5241 Sec.

(1) ((The)) For material change transactions where none of the parties are hospitals or hospital systems or an affiliate of a hospital or hospital system and none of the parties or an affiliate of a party have generated $10,000,000 or more in health care services revenue from patients residing in Washington state in any of their preceding three fiscal years, the written notice provided by the parties, as required by RCW 19.390.030, must include:

(b) Identification of all locations where health care services are currently provided by each party;party and its affiliates;

(2) For material change transactions where none of the parties are hospitals or hospital systems and all of the parties serve predominantly low-income, medically underserved individuals, and all of the parties had for each of their preceding three fiscal years at least 50 percent of their total patient revenue come from medicaid or local,an state,affiliate or federal funding to provide care to uninsured or underinsured individuals, and the material change transaction would not result in materially lowering the overall level of carea thehospital successor persons' provide to individuals on medicaid or whop. are uninsured or underinsured, or cause, for the successor persons, the percentage of total patient revenue that comes from medicaid or local, state, or federal funding to provide care to uninsured or underinsured individuals to drop below 50 percent, the written notice provided by the parties, as required by RCW 19.390.030, must include:

6 ESB 5241 hospital system and all of the parties serve predominantly low- income, medically underserved individuals, and all of the parties had for each of their preceding three fiscal years at least 50 percent of their total patient revenue come from medicaid or local, state, or federal funding to provide care to uninsured or underinsured individuals, and the material change transaction would not result in materially lowering the overall level of care the successor persons' provide to individuals on medicaid or who are uninsured or underinsured, or cause, for the successor persons, the percentage of total patient revenue that comes from medicaid or local, state, or federal funding to provide care to uninsured or underinsured individuals to drop below 50 percent, the written notice provided by the parties, as required by RCW 19.390.030, must include:

p.(3) For all material change transactions other than those specified under subsections (1) and (2) of this section, the written notice provided by the parties, as required by RCW 19.390.030, must include:

6 SB 5241 (3) For all material change transactions other than those specified under subsections (1) and (2) of this section, the written notice provided by the parties, as required by RCW 19.390.030, must include:

(b) A copy of the material change transaction agreement;agreements;

(c) IfA applicable,copy a statement from each of the parties'organizational boardcharts of directorsthe thatparties explainsto the effect the material change transaction will likely have on delivery and costproposed oforganizational health-relatedcharts, servicesif toany, thefor communitiesafter impacted by the materialclosing changeof transaction, and the basistransaction; for this opinion.

The(d) statementFinancial muststatements alsofor describe all dissenting viewpoints of which the boardsprior ofthree directorsfiscal areyears; aware;

(d)(e) If applicable, a copy of the twonotification mostand recentreport communityform needssubmitted assessmentsto orthe anyfederal similartrade evaluationscommission orand assessmentsUnited preparedStates bydepartment or for any of thejustice hospitals,under hospital systems, or provider organizations that are the subjectHart-Scott-Rodino Act of the1976, material change transaction, and the identity of all personsrules whoand assistedregulations orpromulgated contributedthereunder, toand any ofattachments thethereto; evaluations or assessments;

(e)p. A description of all charity care provided in the last three years, as well as denials, and the projected charity care for three years following the material change transaction by the parties to the material change transaction, or any successor persons.

7 ESB 5241 (f) If applicable, a statement from each of the parties' board of directors that explains the anticipated effect the material change transaction will likely have on delivery and cost of health-related services to the communities impacted by the material change transaction, and the basis for this opinion;

(g) If applicable, a copy of the two most recent community health needs assessments or any similar evaluations or assessments prepared by or for any entities that are the subject of the material change transaction;

(h) If applicable, a description of all charity care provided in the last three years, as well as denials, and the projected charity care for three years following the material change transaction by the parties to the material change transaction, or any successor persons.

(ii) Inpatient,A outpatient,description andof emergencyhow roomthe amount of charity care spending;spending was calculated;

(iii) AThe descriptionnumber of how the amount of charity care spendingdenials wasand calculated;reasons for denial;

and (iv) AnnualA charitydescription careof inpatientthe discharges,policies, outpatientprocedures, visits, and emergencyeligibility visits;requirements for the provision of charity care;

(v)(i) AIf applicable, a description of the typeshealth of charity care services currently provided annually;at each hospital, hospital system, or provider organization that is the subject of the material change transaction;

(vi)(j) TheIf numberapplicable, a description of charityall careservices denialsprovided in the past three years by each hospital, hospital system, and reasonsprovider fororganization denial;that is the subject of the material change transaction to apple health patients, qualified health plan patients, and indigent patients;

(k) If applicable, all policies, procedures, and (vii)other Atraining descriptionmaterials ofrelated theto policies,registration, procedures,admission, and eligibilitycollections, requirementsincluding forupfront, thepoint-of-service, provisionand ofpostservice charitybilling care;and collections;

(f)(l) AIf descriptionapplicable, ofany updates to the healthfollowing carecurrent servicespolicies currentlyfor providedany athospital eachand, hospital,to hospitalthe system,extent orthey providerexist, organizationthe following current policies for any party to the material change transaction that is the subject of the material change transaction;transaction:

p.

7 SB 5241 (g) A description of all services provided in the past five years by each hospital, hospital system, and provider organization that is the subject of the material change transaction to apple health patients, qualified health plan patients, and indigent patients.

This description must include, but is not limited to, the type and volume of services provided, the payors for the services provided, the demographic characteristics of and zip code data for the patients served by the hospital, hospital system, or provider organization, and the costs and revenues for the services provided;

(h) All policies, procedures, and other training materials related to registration, admission, and collections, including upfront, point-of-service, and postservice billing and collections;

(i) The following current policies for any hospital and, to the extent they exist, the following current policies for any provider organization that is the subject of the material change transaction:

(iii) end-end-of-life of-life policies;

(j)p. The following proposed policies that will apply after the material change transaction for any hospital or provider organization that is the subject of the material change transaction:

8 ESB 5241 (m) If applicable, the following proposed policies that will apply after the material change transaction for any hospital or provider organization that is the subject of the material change transaction:

(k)(n) ToIf applicable, and to the extent they exist, any policies concerning the information and referrals medical providers are required to provide or are restricted from providing to patients regarding end-of-life care, including services provided in accordance with chapter 70.245 RCW;

(l)(o) If applicable, if the material change transaction will have any impact on reproductive health care services provided by any hospital, hospital system, or provider organization that is the subject of the material change transaction, or any impact on the availability or accessibility of reproductive health care services in Washington state, a description of the reproductive health care services provided in the last fivethree years by each hospital, hospital system, or provider organization that is the subject of the material change transaction and a description of the effect the material change p.transaction will have on available reproductive health care services.

8This SBdescription 5241must transactioninclude willthe havetypes onand availableaggregate number of reproductive healthservices careprovided services.in the last three years and those proposed to be provided after the material change transaction, including, but not limited to, information about contraception provision, pregnancy terminations, tubal ligations, and fertility treatments provided, and a description of how this information was compiled;

This(p) descriptionIf mustapplicable, includeif the typesmaterial andchange levelstransaction will have any impact on end-of-life health care services provided by any hospital, hospital system, or provider organization that is the subject of reproductivethe material change transaction, including services provided in accordance with chapter 70.245 RCW, or any impact on the lastavailability fiveor yearsaccessibility andof thoseend-of-life proposedhealth tocare beservices in Washington state, including services provided afterin accordance with chapter 70.245 RCW, a description of the materialend-of-life changehealth transaction,care including,services butprovided notin limitedthe to,last informationthree aboutyears contraceptionby provision,each pregnancyhospital, terminations,hospital tubalsystem, ligations,or andprovider fertilityorganization treatmentsthat provided,is the subject of the material change transaction and a description of howthe thiseffect informationthe wasmaterial compiled;p.

(m)9 IfESB the5241 material change transaction will have any impact on end-of-life health care services provided by any hospital, hospital system, or provider organization that is the subject of the material change transaction, including services provided in accordance with chapter 70.245 RCW, or any impact on the availability or accessibility of end-of-life health care services in Washington state, including services provided in accordance with chapter 70.245 RCW, a description of the end-of-life health care services provided in the last five years by each hospital, hospital system, or provider organization that is the subject of the material change transaction and a description of the effect the material change transaction will have on available end-of-life care services.

This description must include the types and levelsaggregate number of end-of-lifeend- of-life services provided in the last fivethree years and those proposed to be provided after the material change transaction including, but not limited to, information about the number of occasions in which doctors served as consulting or attending physicians at the hospital, hospital system, or provider organization under chapter 70.245 RCW, a description of the end-of-end-of-life life health care services expected to be available at the hospitals, hospital systems, or provider organizations that are the subject of the material change transaction, and a description of how this information was compiled;

(n)(q) If applicable, if the material change transaction will have any impact on gendergender-affirming affirming health care services provided by any hospital, hospital system, or provider organization that is the subject of the material change transaction, or any impact on the availability or accessibility of gendergender-affirming affirming health care services in Washington state, a description of all gendergender-affirming affirming health care services provided in the last fivethree years by each hospital, hospital system, or provider organization that is the subject of the material change transaction and a description of the effect the material change transaction will have on available gendergender- affirming care.

This description must include the types and levelsaggregate numbers of gendergender-affirming affirminghealth p.care provided in the last three years and those proposed to be provided after the material change transaction including, but not limited to, facial gender-affirming care, body gender-affirming care, and primary sex characteristics care, and a description of how this information was compiled;

9(r) SBA 5241description healthof careany providedanticipated changes in thehealth lastcare fiveservices yearsprovided andby thoseany proposedparty to be provided after the material change transaction including,after butthe nottransaction limitedis to,completed. facial gender affirming care, body gender affirming care, and primary sex characteristics care, and a description of how this information was compiled;

(o) A description of any anticipated changes in health care services provided after the material change transaction by any hospital, hospital system, or provider organization that is the subject of the material change transaction.

and (ii) how the need will be adequately met by the proposed alteration;alteration or alternative arrangements designed to meet the identified need;

and(s) (iii)A alternativedescription arrangementsof designedeach measure proposed by the parties to meetmitigate or eliminate any potential adverse effect on the identifiedavailability need;or accessibility of health care services to the affected communities that may result from the material change transaction;

(p)p. A description of each measure proposed by the parties to mitigate or eliminate any potential adverse effect on the availability or accessibility of health care services to the affected communities that may result from the material change transaction;

(q)10 ESB 5241 (t) A description of any changes to sexual assault nurse examiner and forensic nurse examiner programs after the material change transaction at any hospital, hospital system, or provider organization that is the subject of the material change transaction and any measures proposed by the parties to mitigate or eliminate any potential adverse effects to these programs;

(r)(u) A description of any community benefit program provided by any of the parties to the material change transaction during the past fivethree years with an annual cost of at least $10,000 and the annual cost of each program for the past five years;

(s)(v) ForIf eachapplicable, hospital, hospital system, or provider organization that is the subject of the material change transaction, a description of current policies and procedures on staffing for patient care areas;

This description must include a list of all existing staffing plans, policy and procedure manuals, employee handbooks, collective bargaining agreements, or similar employment-employment-related related documents;

(t)(w) ForIf eachapplicable, hospital,all hospitalexisting system,documents orsetting providerforth organizationany guarantees made by any entity that iswould thebe subjecttaking over operation or control of a party to the material change transaction,transaction allrelating existingto documentsemployee settingjob forthsecurity anyand guaranteesretraining, madeor bythe anycontinuation entityof thatcurrent wouldstaffing p.levels and policies, employee wages, salaries, benefits, working conditions, and employment protections;

10(x) SBA 5241statement beas takingto overwhether, operationafter orthe controlmaterial ofchange eachtransaction, hospital,neutrality hospitalwill system,be ormaintained providerthrough organizationall relatingcommunications to employee job security and retraining,usage or the continuation of currentfunds staffingregarding levelsnonunion andemployees policies,forming employeea wages,union; salaries, benefits, working conditions, and employment protections;

(u)(y) For each hospital, hospital system, or provider organization that is the subject of the material change transaction, a statement as to whether,whether afterany thesuccessor materialof changethe transaction,employer neutralityor union will be maintainedbound throughto allany communicationsexisting andunion usagecertification ofand fundsany regardingexisting nonunioncollective employeesbargaining formingagreement; a union;

(v)(z) ForA eachdescription hospital,of hospitalcurrent system,debt orcollection providerpractices organizationand thata isdescription the subject of theany materialanticipated changechanges transaction, a statement as to whetherdebt anycollection successorpractices offollowing the employermaterial orchange uniontransaction; will be bound to any existing union certification and any existing collective bargaining agreement;

(w)(aa) ForIf eachapplicable, hospital, hospital system, or provider organization that is the subject of the material change transaction, a descriptiondetailed ofstatement current debt collection practices and adocuments descriptionrelating ofto anythe anticipatedparties' changesplans tofor debtexisting collectionprovider practicesprivileges followingafter the material change transaction;

(x)(bb) IfA applicable, a detailed statement and documents relating to the parties' plans for assuringensuring thesafeguards continuanceto avoid conflict of existinginterest hospitalin privilegespatient referral after the material change transaction;

(y) If applicable, a detailed statement and documents relating to the parties' plans for ensuring the maintenance of appropriate health science research and health care provider education after the material change transaction;

(z) A detailed statement and documents relating to the parties' plans for ensuring safeguards to avoid conflict of interest in patient referral after the material change transaction;

(aa) A detailed statement and documents relating to the parties' commitment and plans to provide health care to the disadvantaged, the uninsured, and the underinsured, and how benefits to promote improved health in the affected community will be provided after the material change transaction;

and (bb) A list of the primary languages spoken by patients at each hospital, hospital system, or provider organization that is the subject of the material change transaction.

(4) The attorney general shall charge an applicant fee sufficient to cover the costs of implementing this chapter.

11 SBESB 5241 (5)(cc) TheA attorneydetailed generalstatement mayand requestdocuments additionalrelating informationto thatthe isparties' necessarycommitment and plans to implementprovide health care to the goalsdisadvantaged, ofthe thisuninsured, chapter.and the underinsured, and how benefits to promote improved health in the affected community will be provided after the material change transaction;

(6)and Nothing(dd) inA thislist sectionof prohibits the partiesprimary tolanguages aspoken materialby changepatients transactionin fromthe voluntarilyservice providingarea additionalthat informationis tothe subject of the attorneymaterial general.change transaction.

(4)(a) In cases of an extraordinary emergency situation that threatens access to health care services and has the potential to immediately harm consumers, the attorney general may limit the information otherwise required by subsection (3) of this section for the sole purpose of expediting the review process.

(b) If the parties to a material change transaction seek expedited review under (a) of this subsection, the parties shall provide documentation to the attorney general's office demonstrating the existence of an extraordinary emergency situation including a complete statement of facts, circumstances, and conditions which demonstrate the extraordinary emergency situation.

(c) The attorney general shall respond within 10 days to advise the parties as to whether any information otherwise required by subsection (3) of this section may be waived.

(d) Nothing in this subsection alters the preliminary or comprehensive review and oversight required under RCW 19.390.050, 19.390.070, and 19.390.080 and sections 7, 9 through 18, and 20 through 22 of this act.

(e) Nothing in this subsection alters the information collection requirements in other sections of this chapter including the requirement of a public hearing under section 12 of this act.

(5) The attorney general shall charge an applicant fee sufficient to cover the costs of implementing this chapter.

Fees for a specific material change transaction review must be set relative to whether the review is preliminary or comprehensive.

(6) The attorney general may request additional information that is necessary to implement the goals of this chapter.

(7) Nothing in this section prohibits the parties to a material change transaction from voluntarily providing additional information to the attorney general.

((The))p. For the purpose of conducting an investigation under chapter 19.86 RCW or federal antitrust laws, the attorney general shall make any requests for additional information from the parties under RCW 19.86.110 within ((thirty)) 30 days of the date notice is received under RCW 19.390.030 and 19.390.040.

12 ESB 5241 ((The)) For the purpose of conducting an investigation under chapter 19.86 RCW or federal antitrust laws, the attorney general shall make any requests for additional information from the parties under RCW 19.86.110 within ((thirty)) 30 days of the date notice is received under RCW 19.390.030 and 19.390.040.

If the attorney general determines that a notice is incomplete, it shall notify the parties within 3015 working days after the date the notice was received stating the reasons for its determination of incompleteness.

The information must state that a notice has been received, state the names of the parties to the material change transaction, describe the contents of the written notice in clear and simple terms, and state the date and process by p.which a person may submit written comments about the notice to the attorney general's office.

12 SB 5241 which a person may submit written comments about the notice to the attorney general's office.

Anyp. person who fails to comply with ((any provision of this chapter)) RCW 19.390.030 or 19.390.040 is liable to the state for a civil penalty of ((not more than two hundred dollars per day for each day during which such person is in violation of this chapter)) up to 15 percent of the value of the material change transaction, in the discretion of the attorney general.

13 ESB 5241 Any person who fails to comply with ((any provision of this chapter)) RCW 19.390.030 or 19.390.040 is liable to the state for a civil penalty of ((not more than two hundred dollars per day for each day during which such person is in violation of this chapter)) up to 15 percent of the value of the material change transaction, in the discretion of the attorney general.

p.(5) In determining whether a material change transaction fulfills the requirements of subsections (1) through (4) of this section, the attorney general shall take into consideration whether the material change transaction is necessary to maintain the solvency of an entity involved in the transaction.

13However, SBthe 5241attorney (5)general Nothingmay innot thisdetermine chapterthat isa intendedmaterial tochange derogatetransaction fromis ornecessary otherwiseto affectmaintain inthe anysolvency wayof thean attorneyentity general'swithout authorityfirst tohaving conduct an investigation,independent orcontractor theprepare processa offinancial anyassessment investigation,of underthe chapterentity. 19.86 RCW.

Such assessment must include possible alternatives to the material change p.

14 ESB 5241 transaction, and the likely impact of those alternatives, if implemented, on the entity's solvency.

(6) Nothing in this chapter is intended to derogate from or otherwise affect in any way the attorney general's authority to conduct an investigation, or the process of any investigation, under chapter 19.86 RCW.

(1) For all material change transactions included under RCW 19.390.040(3), the attorney general shall conduct a preliminary review of the completed notice and,to determine if the attorney general determines the material change transaction will not fulfill the requirements under section 9 of this act,act. the attorney general shall within 120 days of receiving the completed notice:

(a)The Imposereview conditionsmust orinclude, modificationsbut onis thenot materiallimited changeto, transactionan toanalysis ensureof the requirementsinformation ofand sectiondocumentation 9provided ofunder thisRCW act19.390.040 are met and thatone sufficientpublic safeguardshearing. are in place to ensure communities have continued or improved access to affordable quality care;

or(2) (b)After Disapproveconducting the preliminary review, if the attorney general determines that the material change transaction,transaction whichis shalllikely constituteto fulfill the requirements under section 9 of this act, the attorney general may not conduct a finalcomprehensive decision.review of the material change transaction as provided under sections 11, 13, and 14 of this act.

(2)(3) The attorney general mayshall, notwithin make60 itsdays decisionof toreceiving disapprovea thecompleted materialnotice, changeinform transactionparties subject to anya conditionmaterial notchange directlytransaction andas rationally related to thewhether requirementsa undercomprehensive sectionreview 9 of thisthe actmaterial andchange anytransaction conditionis orrequired modificationas mustprovided bearunder asections direct11, and13, rational relationship to the notice under review and the14 requirements under section 9 of this act.

(3)(4) Nothing in this chapter is intended to derogate from or otherwise affect in any way the attorney general's authority to conduct an investigation, or the process of any investigation, under chapter 19.86 RCW.

During(1) theFor courseall of review of notices of material change transactions included under RCW 19.390.040(3),19.390.040(3) thethat attorneyare generalnot shalllimited conductto onethe orpreliminary morereview publicunder hearings,section at10 least one of whichthis mustact, bethe inattorney ageneral countyshall wherereview one of the communitiescompleted impactednotice byand theconduct materiala changecomprehensive transactionreview. is located.

After conducting a comprehensive review, the attorney general shall within 120 days of receiving the completed notice:

(a) Approve the material change transaction in writing.

The approval of a material change transaction pursuant to this chapter p.

15 ESB 5241 does not constitute approval for the purpose of RCW 19.86.170, or any other provision of state or federal consumer protection or antitrust law.

Such approval pursuant to this chapter does not preclude the attorney general from taking any action to enforce state or federal consumer protection or antitrust law;

(b) Impose conditions or modifications on the material change transaction to ensure the requirements of section 9 of this act are met and that sufficient safeguards are in place to ensure communities have continued or improved access to affordable quality care.

The imposition of such conditions or modifications shall be in writing and constitute a final decision subject to all appellate rights contained within this chapter;

or (c) Disapprove the material change transaction in writing with written justification, which shall constitute a final decision subject to all appellate rights contained within this act.

(2) Within 30 days after a final decision of the attorney general either denying or approving with modifications a material change transaction, any party to the material change transaction may appeal the decision to the superior court.

An appeal to the superior court shall be to the superior court of a county in which the material change transaction is to have occurred or to the superior court for Thurston county.

Such appeal shall be perfected by filing with the clerk of the court a notice of appeal and by serving a copy thereof by mail, or personally, on the attorney general or their appointed designee.

The attorney general shall, in all cases within 15 days after the receipt of such notice of appeal, serve and file its notice of appearance and such appeal shall thereupon be deemed at issue.

The attorney general shall serve upon the appealing party and file with the clerk of the court within 30 days of the filing of the appeal, a certified copy of the attorney general's official record which shall include the final decision, and all accompanying documents, subject to the same confidentiality protections provided to such documents in the underlying act.

These shall become the record in the case subject to leave of the court.

The superior court shall review the final decision of the attorney general, subject to the statutory requirements of the underlying act and chapter 34.05 RCW.

(3) The attorney general may not make its decision to disapprove the material change transaction subject to any condition not directly and rationally related to the requirements under section 9 of this act and any condition or modification must bear a direct and rational p.

16 ESB 5241 relationship to the notice under review and the requirements under section 9 of this act.

(4) Nothing in this chapter is intended to derogate from or otherwise affect in any way the attorney general's authority to conduct an investigation, or the process of any investigation, under chapter 19.86 RCW.

Nothing in this section is intended to change or affect in any way any substantive law regarding the antitrust analysis of a material change transaction.

NEW SECTION.

Sec.

12.

During the course of the preliminary review of notices of material change transactions under RCW 19.390.040(3), as provided under section 10 of this act, the attorney general shall conduct one or more public hearings, at least one of which must be in a county where one of the communities impacted by the material change transaction is located and must also allow individuals to participate remotely in the hearing.

If a material change transaction undergoes the comprehensive review process as provided for under sections 11, 13, and 14 of this act, the attorney general may conduct additional public hearings.

The attorney general may subpoena additional information or witnesses, require and administer oaths, require sworn statements, p.take depositions, and use related discovery procedures for purposes of the hearing and at any time prior to making a decision on the material change transaction.

14(1) SBThe 5241first takepublic depositions,hearing andmust usebe relatedheld discoveryno procedureslater forthan purposes30 ofdays after the hearingattorney andgeneral atreceives any time prior to making a decisioncompleted onnotice. the material change transaction.

(1) A public hearing must be held no later than 30 days after the health equity assessment required under section 12 of this act is completed.

(ii) At the public entrance and on the bulletin board designated for legal or public notices of any hospital, hospital system, providerp. organization, and other health care facility that is the subject of the material change transaction;

17 ESB 5241 provider organization, and other health care facility that is the subject of the material change transaction;

(5) If afterduring the initialcourse publicof hearingthe preliminary or comprehensive review, there is any change in the terms of the material change transaction that materially alters p.any of the information that the parties to the material change transaction provided under RCW 19.390.040(3), the attorney general shall conduct an additional public hearing to ensure adequate public comment regarding the proposed change.

15 SB 5241 any of the information that the parties to the material change transaction provided under RCW 19.390.040(3), the attorney general shall conduct an additional public hearing to ensure adequate public comment regarding the proposed change.

12.13.

(1) For any material change transactiontransactions included under RCW 19.390.040(3), which are not limited to the preliminary review under section 10 of this act, the attorney general must hire an independent contractor to prepare a health equity assessment.

InThe creating a health equity assessment, the independent contractor mustshall engagebe withscreened andfor provideany inputconflicts in the assessment from public health experts, organizations representing employees of theinterest applicant, health care advocates, and community members who reside in theadvance, serviceagree areas of the parties to themaintain materialconfidentiality changep. transaction.

(2)18 TheESB health5241 equityof assessment must contain information pursuant to betterthis informchapter, theagree attorney general as to whethercharge the parties meet the requirements for a materialreasonable changemarket-rate transactionfee, underand sectionhave 9necessary ofexperience thisand act.expertise.

In creating a health equity assessment, the independent contractor must engage with and provide input in the assessment from the department of health, local public health jurisdictions, emergency health care coalitions, health care entities, public health experts, organizations representing employees of the applicant, health care advocates, community members who reside in the service areas of the parties to the material change transaction, the parties to the material change transaction, and other individuals or organizations the attorney general, secretary of health, or independent contractor determine should be consulted.

Any assessment conducted under this section must be completed 30 days prior to the attorney general's deadline to complete a review under section 10 of this act.

(2) The health equity assessment must contain information and data, including health services data, to better inform the attorney general as to whether the parties meet the requirements for a material change transaction under section 9 of this act.

(a) An assessment of whether the material change transaction will improve or reduce access to health services in the communities impacted by the material change transaction,transaction includingincluding, but not limited toto, emergency care services, primary care services, specialty services, reproductive health care services, gender affirming health care, and end-of-life services including services provided in accordance with chapter 70.245 RCW;

(c) An assessment of the effect of the material change transaction on the affordability and provision of health care services to individuals eligible for medical assistance under chapter 74.09 RCW or medicare, indigent individuals, individuals with disabilities, women, racial and ethnic minorities, lesbian, gay, p.bisexual, transgender, gender diverse, or queer individuals, terminally ill individuals, and other underserved or marginalized populations;

16p. SB 5241 bisexual, transgender, gender diverse, or queer individuals, terminally ill individuals, and other underserved or marginalized populations;

19 ESB 5241 (d) An assessment of the effect of the material change transaction on the level and type of charity care the parties to the material change transaction will provide;

(j) An assessment of whether the material change transaction will reduce architectural barriers for people with mobility impairments;impairments with specific input from the department of health;

p.(iv) Availability of similar services at other institutions in or near the parties' services area;

17and SBp. 5241 (iv) Availability of similar services at other institutions in or near the parties' services area;

and20 ESB 5241 (v) Historical and projected market shares of hospitals, hospital systems, and provider organizations in the parties' service area;

and (m) A discussion of alternativesalternatives, and anticipated impacts of alternatives, to the material change transaction, including:

(4) The information contained in the independent heath equity assessment must be used by the attorney general's office in determining under section 1011 of this act whether to impose conditions or modifications or disapprove the material change transaction.

13.14.

(1) The attorney general may at its discretion appoint a review board of stakeholders to conduct a comprehensive review and make recommendations as to whether a material change transaction under RCW 19.390.040(3)19.390.040(3), other than material change transactions limited to the preliminary review under section 10 of this act, fulfills the requirements under section 9 of this act.

1821 SBESB 5241 NEW SECTION.

14.15.

(1) The secretary of state may not accept any forms or documents in connection with any material change transaction if the attorney general, in accordance with section 1011 of this act, disapproved the material change transaction or the parties to the material change transaction have not agreed to any conditions or modifications imposed by the attorney general in accordance with section 1011 of this act.

(2) The attorney general may seek an injunction to prevent any material change transaction that has been disapproved by the attorney general in accordance with section 1011 of this act or that does not incorporate any conditions or modifications imposed by the attorney general in accordance with section 1011 of this act.

15.16.

The attorney general may request information and documents and conduct on-site compliance auditsaudits. at the parties' or successor persons' expense.

(5) TheIf the attorney general ishas entitledreason to reimbursementbelieve fromthat the parties or successor persons' of a material change transaction no longer satisfy the requirements of section 9 of this act, or are not complying with any successorconditions personsor formodifications allimposed actualby andthe directattorney costsgeneral incurredunder insection monitoring11 ongoingof compliancethis foract, 10the years,attorney includinggeneral contractshall andconduct administrativean costs.investigation.

(6)As Thepart attorneyof generalthe mayinvestigation bill the partiesattorney orgeneral successorwill personsprovide andpublic thenotice partiesof or successor billed by the attorneyinvestigation generaland p.

1922 SBESB 5241 shallobtain promptlyinput pay.from community members impacted by the material change transaction.

If the parties or successor fail to pay within 30 days, the attorney general may assess a civil fine of five percent of the billed amount for each day the party does not pay.

(7) If the attorney general has reason to believe that the parties or successor persons' of a material change transaction no longer satisfy the requirements of section 9 of this act, or are not complying with any conditions or modifications imposed by the attorney general under section 10 of this act, the attorney general shall conduct an investigation.

As part of the investigation the attorney general will provide public notice of the investigation and obtain input from community members impacted by the material change transaction.

(8)(6) If after the investigation, the attorney general determines that the parties or successor persons no longer satisfy the requirements of section 9 of this act, or are not complying with conditions or modifications imposed under section 1011 of this act, the attorney general shall issue an order directing the parties or successor persons to come into compliance with this chapter and a timeline by which the parties must enter into compliance.

(9)(7) If the parties or successor persons do not enter into compliance with the attorney general's order, the attorney general may impose civil fines of no less than $10,000 per day until the parties or successor persons comply with the order, and may take legal action under section 1718 of this act.

(10)(8) The cost of the investigation and any on-site reviews related to determining the validity of the information will be borne by the parties to the material change transaction or successor persons.

(9) The attorney general may bill the parties or successor persons and the parties or successor persons billed by the attorney general shall promptly pay.

If the parties or successor persons fail to pay within 30 days, the attorney general may assess a civil fine of five percent of the billed amount for each day the party does not pay.

16.17.

p.NEW SECTION.

20 SB 5241 NEW SECTION.

17.18.

The attorney general may take legal action to enforce this chapter, any conditions or modifications the attorney general imposes on a material change transaction, or any order the attorney general issues underp. section 15 of this act.

23 ESB 5241 under section 16 of this act.

18.19.

(2)(2)(a) AllThe materialsparties providedto ina responsematerial tochange transaction may designate portions of documents submitted pursuant RCW 19.390.040(3) (a)and throughany (bb)documents andthereafter allsubmitted materialsby providedthe duringparties publicas hearingsconfidential areif consideredthe publicinformation recordsis forsensitive purposesfinancial, ofcommercial, chapteror 42.56proprietary RCW.information or is protected from disclosure by state or federal law.

(3)The Nothingapplicant inshall thisprovide chaptertwo limitsversions theof attorneyany general'sdocument authoritydesignated underas RCWconfidential. 19.86.110 or 19.86.115.

One shall be marked as "CONFIDENTIAL" and shall contain the full unredacted version of the document and shall be maintained as such by the attorney general.

The second shall be marked as "PUBLIC" and shall contain a redacted version of the materials from which the confidential portions have been removed or obscured and shall be made available by the attorney general to the public, the entity providing the health care equity assessment pursuant to section 13 of this act, the entity providing the financial assessment pursuant to section 9 of this act, and the review board of stakeholders pursuant to section 14 of this act.

An applicant claiming confidentiality in respect to documents shall include a redaction log that provides a reasonably detailed statement of the grounds on which confidentiality is claimed, citing the applicable basis for confidentiality of each portion.

p.

24 ESB 5241 (b) Confidential materials provided by a party to a material change transaction that is subject to review by the attorney general shall be maintained as confidential materials and not subject to disclosure under chapter 42.56 RCW.

(3) All materials provided during public hearings are considered public records for purposes of chapter 42.56 RCW.

(4) Nothing in this chapter limits the attorney general's authority under RCW 19.86.110 or 19.86.115.

19.20.

20.21.

The attorney general may adopt rules necessary to implement chapter 19.390 RCW and may contract with and provide reasonable reimbursement to qualified persons to assist in p.determining whether parties or successor persons are in compliance with the requirements under this chapter.

21 SB 5241 determining whether parties or successor persons are in compliance with the requirements under this chapter.

21.22.

22.23.

(c) Improvement or reductions in access to emergency care services, primary care services, reproductive health care services, genderp. affirming care services, and end-of-life care services including services provided in accordance with chapter 70.245 RCW;

25 ESB 5241 gender affirming care services, and end-of-life care services including services provided in accordance with chapter 70.245 RCW;

23.24.

(1) By January, 2025,2026, the attorney general shall complete a study on the impact of health care mergers and acquisitions in Washington state between health carriers as defined in RCW 48.43.005 and hospitals, hospital systems, or provider organizations.

p.(a) The impact on costs to consumers and health sponsors for health care;

22 SB 5241 (a) The impact on costs to consumers and health sponsors for health care;

(2) This section expires July 1, 2025.2026.

NEWp. SECTION.

26 ESB 5241 NEW SECTION.

24.25.

25.26.

Sections 7, 9 through 17,18, and 1920 through 2425 of this act are each added to chapter 19.390 RCW.

26.27.

This act takes effect January 1, 2024.2025.

NEW SECTION.

Sec.

28.

If any provision of this act or its application to any person or circumstance is held invalid, the remainder of the act or the application of the provision to other persons or circumstances is not affected.

2327 SBESB 5241