ORDERS:
ORDER FOR SUMMARY JUDGMENT
This
matter comes before the Administrative Law Court (ALC or Court) on the motion
of the Petitioner Three Rivers Behavioral Health, LLC ("Three
Rivers") for an order granting summary judgment to Three Rivers and
reversing the decision of the Respondent South Carolina Department of Health
and Environmental Control (“Department”) to void Three Rivers’ Certificate of
Need SC-06-42 to add 32 beds to its West Columbia facility (the “32-Bed CON”).
After reviewing the memoranda and affidavits submitted by the parties and
hearing the arguments of counsel, I find that Three Rivers is entitled to
summary judgment in this case on the grounds that, as a matter of law, the
Department acted outside its authority and in contravention of established law
in voiding the 32-Bed CON.
BACKGROUND
The
following facts are not disputed by the parties. In 2005, the Department
approved Three Rivers’ Certificate of Need application for the construction and
addition of thirty-two beds at its West Columbia psychiatric hospital. The
Department’s approval of Three Rivers’ 32-Bed CON application was contested by
Palmetto Health Alliance in Palmetto Health Alliance, Palmetto Health
Baptist Medical Center of Columbia & Palmetto Health Richland v. South Carolina
Department of Health and Environmental Control & Three Rivers Behavioral
Health, LLC, Case No. 05-ALJ-07-0366-CC. As part of an agreement settling
the case, the Department issued the 32-Bed CON on July 18, 2006.
Three
Rivers Behavioral Health, LLC, the Petitioner, is the limited liability company
entity with 100% ownership of the hospital operations and, at all times
relevant hereto, is and has been the licensed entity for operation of the
hospital under the law. As the licensee, Three Rivers is also the entity that holds
the 32-Bed CON. At all times relevant to the inquiry at hand, Three Rivers was
owned 100% by Three Rivers Healthcare Group, LLC, a limited liability holding
company. This holding company was in turn owned equally by four individuals.
In
December 2006, six months after issuance of the 32-Bed CON, the four
individuals entered into an agreement with Premier Behavioral Solutions, Inc.
(“Premier”), for Premier to purchase the four individuals’ membership interests
in the holding company. Before and after the change in ownership of the holding
company, the holding company entity continued to own 100% of Three Rivers and Three Rivers remained the licensee which owned, controlled, and operated the
hospital facility.
Prior
to the close of the sale, Mary Margaret Hyatt, counsel for Premier, met on
December 15, 2006 with Joel Grice, the Director of the Bureau of Health
Facilities and Services for the Department, to discuss the Department’s
requirements with regard to the proposed sale of the membership interests in
the holding company. At that meeting, Ms. Hyatt explained the transaction and gave
Mr. Grice a written Request for Determination of Non-Applicability with
respect to the transaction. This request by Ms. Hyatt was made on the
grounds that the transaction was not an acquisition or change in ownership or
in controlling interest of a health care facility or entity owning a health
care facility directly or indirectly by purchase, lease, gift, donation, sale
of stock or comparable arrangements that resulted in increased cost to the
facility or an increase in government-sponsored reimbursement. See S.C.
Code Ann. § 44-7-160(7) (2002). Three Rivers attached supporting documentation
to its request for a Non-Applicability Determination to address the
requirements of the statute.
In
response to Ms. Hyatt’s request for a determination that the purchase of the
membership interests of the upstream holding company did not affect the 32-Bed
CON issued to the facility, on December 27, 2006 the Department issued
Exemption E-06-88 confirming that:
Based upon the
information contained in your letters dated December 15, 2006, and December 27,
2006, the above-referenced project does not require Certificate of Need review
because it is the acquisition or change in controlling interest of a health
care facility or entity owning a health care facility directly or indirectly by
purchase, lease, gift, donation, sale of stock, or comparable arrangement
because the acquisition or change in ownership or controlling interest does not
result in an increase in cost to the facility or increase in government
sponsored reimbursement. Therefore the project is exempted from review as
stated in Title 44, Chapter 7, Section 44-7-160 of The South Carolina Code of
Laws.
(December 27, 2006 Letter from Ms. Tibshrany to Ms. Hyatt, attached as Exhibit 2 to
Petitioner’s Motion for Summary Judgment).
In
notifying the public of its determination in its January 2007 Certificate of
Need Update, the Department stated:
Acquisition of Three
Rivers Healthcare Group, LLC, the owner of the real property of Three Rivers
Behavioral Health, by Premier Behavioral Solutions, Inc.; the licensee of
the hospital, Three Rivers Behavioral Health, LLC, will not change as [a]
result of this transaction.
(Exhibit 6, Petitioner’s Motion for Summary Judgment) (emphasis added).
Several
days after the issuance of the exemption, Ms. Hyatt again spoke with Mr. Grice concerning the proposed transaction and its effect on the licensed facility.
According to Ms. Hyatt, she and Mr. Grice discussed the Department’s decision
that the sale of the holding company membership interests did not require
Certificate of Need review and that there would be no change in the ownership
of the licensee or in the operation of the facility. Ms. Hyatt states in her
Affidavit, which is before the Court, that Mr. Grice confirmed during the
conversation that there would be no impact on any outstanding Certificates of
Need held by the licensee because the licensee did not change; however, Mr.
Grice indicated that he wanted to discuss the matter with the staff member who
had issued the Three Rivers’ December 27, 2006 exemption determination.
According to Ms. Hyatt, Mr. Grice followed up with her shortly thereafter,
advising her that the Department believed that the upstream transaction would
not impact any Certificates of Need held by the downstream licensee while
cautioning that the Department could not prevent third party challenges in that
regard. (Affidavit of Mary Margaret Hyatt, Exhibit 3, attached to Petitioner’s
Motion for Summary Judgment).
The
Department does not dispute that a meeting took place on December 15, 2006
between Ms. Hyatt, Mr. Grice and Department staff, the accuracy of Three
Rivers’ submission seeking a non-applicability determination, or the
Department’s December 27, 2006 determination that the sale of the holding
company membership interests met the requirements of § 44-7-160(7) and did not
require Certificate of Need review. However, the Department does dispute Ms.
Hyatt’s recollection of the follow up conversations, asserting that Mr. Grice and Ms. Hyatt discussed only general Certificate of Need law and not the specific
Three Rivers’ 32-Bed CON licensure during those conversations. (Affidavit of Mr. Grice, Exhibit 1 to the Department’s Memorandum in Opposition to Summary Judgment).
Notwithstanding
the Department’s version of the early January 2006 dialogue between Ms. Hyatt
and Mr. Grice, Ms. Hyatt confirmed in writing on January 5, 2007 her
recollection of their conversation, stating that the Department agreed that the
purchase of the upstream holding corporation interests would not affect Three
Rivers’ ability to implement its pending 32-Bed CON, that CON review was not
required for the transaction and that the licensee would not change. Neither Mr. Grice nor any employee of the Department responded to Ms. Hyatt’s January 5, 2007
letter until January 24, 2007.
On January
24, 2007, Mr. Grice sent a letter to Ms. Hyatt in which he informed her that
the Department intended to void the 32-Bed CON because it had determined that
the sale of the interests of the upstream holding company amounted to an
illegal transfer of Three Rivers’ 32-Bed CON. According to Mr. Grice’s Affidavit,
his early January conversation with Ms. Hyatt concerned general Certificate of
Need law, and it was not until sometime in late January that he was reminded by
a progress report that Three Rivers had the 32-Bed CON. Mr. Grice states that
the progress report “triggered a question” in his mind whether the sale of Three
Rivers’ holding company interests might affect the CON. Mr. Grice claims that
he concluded at that time that “the change in ownership in this case resulted
in an invalid transfer of the Certificate of Need because the ownership of the
licensed entity changed.”
As
explained in his Affidavit, the reason for Mr. Grice’s voidance of the 32-Bed
CON was a Department practice that considered the transfer of ownership or
control within two corporate levels of a licensee as being an illegal transfer
of all CONs held by the licensee. (Affidavit of Mr. Grice, Exhibit 1 to the
Department’s Memorandum in Opposition to Summary Judgment). The parties do not
dispute that this Department practice has not been published in any form
available to the public.
Thus,
the January 24, 2007 letter from Mr. Grice was the first notice given to Three
Rivers that the Department considered the purchase of membership interests in the
upstream holding corporation to be an illegal transfer of Three Rivers’ 32-Bed
CON, resulting in voidance of the CON. This notice of the Department’s
position that the 32-Bed CON would be voided by the transaction came approximately
three weeks after the transaction had closed. On April 17, 2007, after Three Rivers objected to the Department’s announced intentions, the Department issued a
formal decision voiding Three Rivers’ 32-Bed CON.
On
May 3, 2007, pursuant to S.C. Code Ann. § 44-1-60(E), Three Rivers timely filed
its request for a final review conference by the Board of Health and
Environmental Control of the decision to void the 32-Bed CON. On May 17, 2007, the Board declined to conduct a final review conference. Three Rivers’ then
requested a contested case review by this Court.
Because
of the pending contested case, on June 18, 2007, Three Rivers timely filed a
request pursuant to S.C. Code Ann. Reg. 61-15, sections 601 and 602, for an
extension of the 32-Bed CON to allow this Court to consider Three Rivers’
appeal of the Department’s decision to void the CON. Three Rivers believed
that, in the absence of such an extension, the 32-Bed CON would have expired
according to its own terms during the course of this contested case proceeding and,
thus, would be invalid apart from the Department’s earlier to decision to void
the CON because of the sale of holding company interests. On July 12, 2007, the Department denied Three Rivers’ request for an extension.
On
July 18, 2007, pursuant to § 44-1-60(E), Three Rivers timely filed its request
for a final review conference by the Board of Health and Environmental Control
and, on August 17, 2007, the Board declined to conduct a final review of the
denial of the extension. Three Rivers requested a contested case hearing on
the decision to deny an extension of the 32-Bed CON pending a decision on the
merits of the Department’s voidance of the CON. On September 26, 2007, this Court consolidated the two matters and both matters are before the Court today.
STANDARD
OF REVIEW
Under ALC Rule 68, this Court
may apply the South Carolina Rules of Civil Procedure in contested case proceedings
where no Administrative Law Court rule applies and when practicable.
Therefore, Rule 56(C), SCRCP, applies in determining whether summary judgment
is proper in this case. As stated by the Court of Appeals in International Fidelity Insurance Company v. China Construction
America (SC) Inc., 375
S.C. 175, 650
S.E.2d 677, 678-79 (Ct. App. 2007):
Summary
judgment is proper when there is no issue as to any material fact and the
moving party is entitled to a judgment as a matter of law. To
determine whether any triable issues of fact exist, the reviewing court must
consider the evidence and all reasonable inferences in the light most favorable
to the non-moving party. When plain, palpable, and indisputable facts exist on
which reasonable minds cannot differ, summary judgment should be granted.
(citations omitted).
DISCUSSION
The Department’s authority to void a previously
issued Certificate of Need is found in S.C. Code Ann. § 44-7-230(E) and S.C. Code Reg. 61-15, section 604(1),
which provide:
A
Certificate of Need is nontransferable. A Certificate of Need or rights
thereunder may not be sold, assigned, leased, transferred, mortgaged, pledged,
or hypothecated, and any actual transfer or attempt to make a transfer of this
sort results in the immediate voidance of the certificate of need. The sale or
transfer of the controlling interest or majority ownership in a corporation,
partnership, or other entity holding, either directly or indirectly, a
Certificate of Need, results in the transfer and voidance of a Certificate of
Need.
Applying the
unpublished Department practice, referenced by Mr. Grice in his Affidavit, of
considering transactions two corporate levels above the licensee to affect the
licensee, the Department in this case applied section 604(1) to the sale of
membership interests in Three Rivers’ upstream holding company to find that
Three Rivers had unlawfully “sold, assigned, leased,
transferred, mortgaged, pledged, or hypothecated” its 32-Bed CON.
Three Rivers moves for summary judgment to reverse the
Department’s decision on two grounds. First, Three Rivers contends that
neither Certificate of Need law nor the established law on corporations supports
the Department’s unpublished practice to void Certificates of Needs for
transactions that occur within two corporate levels of the holder of a CON. Second,
Three Rivers claims that, even if the Department’s practice is lawful, the
Department should be estopped from applying it in this case because of the
Department’s prior decision to approve the sale of holding company memberships
without review and because the Department repeatedly discussed with Three
Rivers the transaction and its effect on Three Rivers without ever advising of
the unpublished Department practice that would void the 32-Bed CON. The Court
finds that Three Rivers is entitled to summary judgment for both of the reasons
Three Rivers argues.
Sale of Security
Interests in a Corporation
The Department has not cited any provision of the Certificate of
Need law which supports its practice of deeming a sale of security interests in
an entity two levels up the corporate chain to be a transfer of the assets of
the downstream entity that holds a Certificate of Need. Under §
44-7-160(7), the acquisition or change in ownership or in controlling interest
of an entity owning a health care facility is not subject to Certificate of
Need review unless the transaction results in an increased cost to the facility
or an increase in government-sponsored reimbursement.
Thus, under applicable Certificate of Need law, a transfer of control in an
upstream entity is significant for CON purposes only when the licensed facility’s
costs or government reimbursement are increased. It is not disputed in this
case that the sale of membership interests in Three Rivers’ upstream holding
company did not result in increased costs or an increase in
government-sponsored reimbursement to Three Rivers’ facility. The Department
concluded as much when it issued its letter of exemption on December 27, 2006.
Furthermore,
the Department’s practice of interpreting S.C. Code Reg. 61-15, section 604(1) to
apply to a transaction involving upstream entities is contrary to the long-established
corporate law of this State which preserves the boundaries between parent and
subsidiary corporations except in compelling circumstances.
For example, in WeSav Financial Corporation v. Lingefelt, 316
S.C. 442, 450 S.E.2d 580 (1994), the Supreme Court of South Carolina reversed a
holding by the Court of Appeals that the receiver of a parent corporation’s assets
was the real party in interest in a collection action brought by a subsidiary
corporation. In holding that the receiver was not the real party in interest,
the Supreme Court found:
As receiver for
Western, the RTC acquired title to Western’s assets, which includes WeSav’s
stock. (citation omitted). However, the RTC’s status as a shareholder does not
make it the real party in interest. See Gordon v. Hollywood-Beaufort
Package Corp., 213 S.C. 438, 49 S.E.2d 718 (1948) (the mere ownership of
the capital stock of one corporation by another does not create an identity
of corporate interest between the two or render the holding company the
owner of the property of the other.).
Id. at 582. (emphasis added).
“When
interpreting a regulation, [a court must] look for the plain and ordinary
meaning of the words of the regulation, without resort to subtle or forced
construction to limit or expand the regulation's operation.” Converse Power
Corp. v. S.C. Dep't of Health and Envtl. Control, 350 S.C. 39, 47, 564
S.E.2d 341, 346 (Ct.App. 2002) (citing Byerly v. Connor, 307 S.C.
441, 444, 415 S.E.2d 796, 799 (1992). When the language of a statute is plain,
the court must reject an interpretation by an agency contrary to that
language. Brown v. Bi-Lo, Inc., 354 S.C. 436, 440, 581 S.E.2d 836, 838
(2003).
Regulatory
bodies like the Department have only the authority granted them by the General
Assembly and any action taken outside of their statutory and regulatory
authority is null and void. Responsible Econ. Dev., et al. v. S.C. Dep’t of
Health and Envtl. Control, et al., 371 S.C. 547, 641 S.E.2d 425 (2007). An
agency cannot materially add to or alter the regulating laws. Lee v. Mich. Millers Mut. Ins. Co., 250 S.C. 462, 468, 158 S.E.2d 774, 776 (1968).
In
this case, the Department’s practice of interpreting section 604(1) to extend
to transactions occurring two corporate levels above the actual licensed holder
of a CON, when such transactions have no impact on the licensee’s operations or
implementation of the CON, is in derogation of the corporate boundaries
legitimately established between parent/holding entities and their subsidiaries
and is contrary to both Certificate of Need and basic corporate law. Therefore, I find that, once the Department determined in this case that
the upstream sales transaction did not affect Three Rivers’ operation of the
facility under § 44-7-160(7), the Department lacked the authority to void the
32-Bed CON.
Estoppel
Three
Rivers also argues that, even assuming that the Department’s unpublished
practice of considering transactions two corporate levels above the licensee
for purposes of section 604(1) is authorized, in this case the Department
should be estopped from applying the practice. To support estoppel, Three
Rivers points to the Department’s prior conduct in approving the transaction as
exempt from review and the Department’s silence in numerous encounters with
Three Rivers about its unpublished practice and the effect it would have on the
32-Bed CON.
Generally, the doctrine
of estoppel may not be used against the government to prevent the due exercise
of its police power or to thwart the application of public policy. Grant v.
City of Folly Beach, 346 S.C. 74, 551 S.E.2d 229 (2001). Notwithstanding
this general rule, however, the courts of our State have applied estoppel
against the government when the officers or agents in question are acting
within the proper scope of their authority and when the other party has
prejudicially changed its position in reliance on the erroneous conduct or
statements of these officials.
In Southern Development
Land and Golf Company, Ltd. v. South Carolina Public Service Authority, 311
S.C. 29, 426 S.E.2d 748 (1993), the Plaintiff Developer argued that the South
Carolina Public Service Authority should be estopped from condemning the Developer’s
property for the placement of high voltage transmission lines because, prior to
purchasing the property, the Developer had inquired about existing power
transmission lines on the property and had been assured by the Authority’s Vice
President that the existing lines could be buried at no expense to the Developer.
The Authority’s Vice President failed to inform the Developer, however, that
the Authority had then-existing plans to place additional high voltage lines
across the property and that those lines would cost the Developer $2,000,000 to
bury. In finding that the Developer was entitled to equitable estoppel against
the Authority, the South Carolina Supreme Court found:
Estoppel by silence arises where a person
owing another a duty to speak refrains from doing so and thereby leads the
other to believe in the existence of an erroneous state of facts. Silence,
when it is intended, or when it has the effect of misleading a party, may
operate as equitable estoppel. There is no requirement that the person whose
silence misleads another have actual knowledge of the true facts if
circumstances are such that knowledge is necessarily imputed to him. Negligence
will take the place of the intent to deceive when there is a duty to disclose.
Id. at 33, 426 S.E.2d at 751 (citations omitted). Applying the
law of estoppel by silence, the Court found that “[i]t is undisputed [the
Authority]'s plans were established at the time [Developer] sought assurances
regarding the burial of the existing electric lines from [the Authority’s Vice President].
[The Vice President] had ready access to this information. We find these facts
sufficient to estop [the Authority].” Id. at 34, 426 S.E.2d at 751.
In addressing the
Authority’s argument that the Developer should have been aware that
transmission lines could be placed on the property because of a recorded
easement in favor of the Authority running across the property, the Court held:
One with knowledge of the truth or the means by which with
reasonable diligence he could acquire knowledge cannot claim to have been
mislead [sic]. The Court of Appeals found that [Developer] had the means of
determining [the Authority]’s plans for future expansion of its system by
simply making an appropriate inquiry as the pre-existing easement was a matter
of public record. It is not disputed [Developer] was aware of the pre-existing
easement. The easement, however, did not convey [the Authority]'s plans to
construct this additional high voltage transmission line. We find [Developer]'s
inquiry to [the Authority’s Vice President] constituted an appropriate inquiry
into [the Authority]'s immediate use of this easement.
Id. With regard to the
argument that it was not reasonable for the Developer to rely on the assertions
of the Authority’s Vice President because they were not legally binding, the
Supreme Court found:
Finally, reliance by the party seeking to assert estoppel
must be reasonable. (citation omitted). However, the reliance need not rise to
a level of a reasonable but erroneous belief the representations are legally
binding. Thus, [Developer]'s recognition that [the Authority’s Vice President]'s
representations were not legally binding is not dispositive on the issue of
reliance. [Developer] was directed to [the Vice President] by the former
chairman of [the Authority]. [The Vice President] held a high level position
and the assurances given by [him] were within his authority. Accordingly we
find [Developer]'s reliance justified.
Id.
In this case, prior to
the sale of membership interests in its holding company, Three Rivers’ counsel
met with Joel Grice, the Director of the Bureau of Health Facilities and
Services for the Department, and explained
the transaction to the Department. Three Rivers’ provided Mr. Grice a written Request for Determination of Non-Applicability with respect to the
transaction. It is not disputed that
Mr. Grice did not inform Three Rivers’ at this time that the Department’s
unpublished practice would require it to void Three River’s 32-Bed CON should
the transaction be consummated.
On December 27, 2006, the Department determined in
writing that the sale of membership interests in the holding company was not an acquisition
or change in ownership or in controlling interest of a health care facility or
entity owning a health care facility directly or indirectly by purchase, lease,
gift, donation, sale of stock, or comparable arrangement that resulted in an
increase in cost to the facility or increase in government-sponsored
reimbursement under § 44-7-160(7) and, thus, was not reviewable under
Certificate of Need law. Again, this written determination by the Department
did not mention the Department’s unpublished practice and its effect on Three
Rivers’ 32-Bed CON.
Several
days after the Department’s determination that the transaction was not
reviewable under Certificate of Need law, Three Rivers again contacted Mr. Grice. Although Ms. Hyatt and Mr. Grice assert different versions of these January
follow up conversations concerning the effect the transaction would have on
Three Rivers’ 32-Bed CON, it is undisputed that, yet again, Mr. Grice did not
inform Three Rivers of the Department’s unpublished practice of voiding
Certificates of Need for changes in control occurring two levels or less up the
corporate chain of ownership.
Finally, when Three
Rivers’ counsel wrote Mr. Grice on January 5, 2007 to confirm her version of
the conversation with him that the 32-Bed CON was not affected by the
transaction, Mr. Grice did not at that time inform Ms. Hyatt of the
Department’s unpublished, but long-standing, practice of considering
transactions two levels up the corporate chain as adversely affecting Certificates
of Need held by the licensee. Only after the
transaction was consummated and ownership of the upstream holding company
changed hands did Mr. Grice, on behalf of the Department, inform Three Rivers
that its 32-Bed CON was voided by the transaction.
As in the Southern Development case, Three Rivers’ lacked the means to discover the Department’s unwritten
and unpublished practice except through inquiry to the Department, and Three Rivers in fact made numerous inquiries of the Department regarding the proposed
transaction. All of Three Rivers’ inquiries were to Department personnel who
were in positions of authority with regard to the Department’s enforcement of
the Certificate of Need program. Despite the numerous exchanges between Three Rivers and the Department, at no time did the Department advise Three Rivers of its
unpublished practice that would void Three Rivers’ 32-Bed CON if the sales
transaction occurred. Instead, the Department determined in writing on December 27, 2006 that Three Rivers, as the licensee, was unaffected by the transaction and
that no Certificate of Need review was required under the law. The sale of
membership interests in Three Rivers’ holding company proceeded in reliance on
the Department’s determination.
Based
on these undisputed facts, I find that, under the principles of estoppel by
silence set forth in the Southern Development case, the Department
should be estopped from changing its original position that the transaction
does not affect the licensee and, therefore, its decision voiding the 32-bed CON
must be reversed.
As a
final matter, Three Rivers raises the issue of its consolidated appeal of the
Department’s denial of an extension of the 32-Bed CON. Under S.C. Code Ann. §
1-23-600(G)(2) (Supp. 2006), the decision of the Department to void Three
Rivers’ 32-Bed CON was stayed upon Three Rivers’ filing of a request for
contested case review. At the hearing before the Court, Three Rivers indicated
that, if the Court granted summary judgment and ordered the Department to reissue
the 32-Bed CON in a manner that would place Three Rivers’ in the position it
occupied prior to the voidance on April 17, 2007, Three Rivers would withdraw
its request for review of the Department’s decision to deny extension of the
32-Bed CON. Having found in Three Rivers’ favor on the Motion for Summary
Judgment, the Court accepts Three Rivers’ withdrawal of its request for review
in Docket No. 07-ALJ-07-420-CC contingent on the Department’s reissuance of the
32-Bed CON.
ORDER
IT IS HEREBY ORDERED that Petitioner’s Motion for Summary Judgment is granted and the April 17, 2007
decision of the Department voiding the 32-Bed CON is reversed.
IT IS FURTHER ORDERED that the Department shall within ten (10) days of the date of this Order
reissue the 32-Bed CON to Three Rivers, such CON to be valid for a period of
six (6) months from the date of reissuance.
IT IS FURTHER ORDERED that, contingent upon the Department’s reissuance of the 32-Bed CON as set
forth above, Petitioner’s Request for Contested Case Review in Docket No. 07-ALJ-07-420-CC
is withdrawn and that matter is hereby dismissed with prejudice.
IT
IS FINALLY ORDERED that summary judgment having disposed of all remaining issues
in Docket No. 07-ALJ-07-256-CC that matter is hereby dismissed.
AND
IT IS SO ORDERED.
_________________________________
Marvin F. Kittrell
December 5, 2007 Chief
Administrative Law Judge
Columbia, South Carolina
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