Exhibit 99.3
FORM OF TIDEWATER MEMBERSHIP AGREEMENT
This MEMBERSHIP AGREEMENT (the "Agreement"), is entered into as of
December 1, 2003 (the "Effective Date"), between Tidewater Healthcare Shared
Services Group, Inc. ("Tidewater") and Genesis Healthcare Corporation ("GHC").
BACKGROUND
1. Tidewater is a "group purchasing organization" that is structured to
comply with the requirements of the "safe harbor" regulations regarding payments
to group purchasing organizations set forth in 42 C.F.R. ss.1001.952(j) and
maintains agreements with vendors for purchasing healthcare related equipment,
supplies and services.
2. GHC desires to participate in Tidewater's group purchasing program
(the "Program"), and Tidewater desires to allow GHC and its Facilities (as
defined below) to participate in the Program, on the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises set forth in this Agreement, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
TERMS
1. Purchase of Products and Services.
1.1 GHC hereby engages Tidewater as an independent group
purchasing organization on behalf of all long term care facilities owned or
leased by GHC, for which GHC has the authority to make such designation at any
time during the term of this Agreement (each, a "Facility" and collectively, the
"Facilities"). The current list of Facilities is attached hereto as Exhibit "A."
1.2 Tidewater hereby grants GHC access to the Program,
pursuant to which GHC and its Facilities will purchase, license or lease
products and services ("GHC Purchases"). GHC hereby authorizes Tidewater, as its
agent for such purposes, to (i) negotiate the terms of and enter into purchasing
agreements ("Vendor Contracts") between vendors ("Vendors") and Tidewater for
the purchase of products and services, and to cancel or modify any Vendor
Contracts as it deems necessary, advisable or appropriate; and (ii) receive from
Vendors, distributors, and e-commerce companies, data relating to GHC Purchases.
1.2.1 Notwithstanding the foregoing, where the annual
GHC Purchase Volume (as defined below) for any Vendor exceeds 50% of the annual
total purchases through Tidewater from such Vendor, GHC may, at its option,
elect to negotiate pricing directly with such Vendor; provided, however, that
any agreement with such Vendor shall provide that GHC will continue to purchase
from such Vendor through Tidewater, and preserve Tidewater's historical GPO Fee
with such Vendor (expressed as a percentage of total purchase volume from such
Vendor). GHC shall allow Tidewater to participate in the negotiations as
Tidewater and GHC deem appropriate under the circumstances.
1.2.2 GHC may, from time to time, identify vendors
for consideration and inclusion in the Tidewater Program. Tidewater agrees to
reasonably consider all such proposed vendors; provided, however, that Tidewater
may accept or reject such Vendors into the Program at its sole discretion.
Tidewater shall allow GHC to participate in the negotiations as Tidewater and
GHC deem appropriate under the circumstances.
1.3 Commencing on the Effective Date, GHC and its Facilities
shall purchase a minimum of $8,812,500 per quarter from or through Tidewater
Vendors (the "Purchase Requirement"). On each anniversary date of this
Agreement, the Purchase Requirement shall be increased by the percentage
increase in the consumer price index ("CPI") in the previous year, as determined
by reference to the publication dates nearest to such anniversary date and the
prior anniversary date.
1.4 E-Commerce. GHC and Tidewater agree to use good faith
efforts to explore "e-commerce" opportunities; provided, however, that Tidewater
shall not be obligated to provide an on-line ordering system. Tidewater shall
use reasonable commercial efforts to provide links to Vendor web sites through
Tidewater's web site.
1.5 GHC agrees to use its best efforts to cause any health
care facility managed by or otherwise affiliated with GHC, including but not
limited to a joint venture of which GHC is a part, but which does not meet the
definition of Affiliate (a "Third Party Operator"), to contract with Tidewater
and participate in the Program, upon terms to be negotiated among Tidewater, GHC
and such Third Party Operator.
2. GPO Fees and Rebates.
2.1 GHC acknowledges that: (i) Tidewater will receive payment
of fees ("GPO Fees") for administrative and other services provided by Tidewater
from Vendors based on GHC Purchases; and (ii) the GPO Fees will be three percent
(3%) or less of the dollar volume of GHC Purchases (the "GHC Purchase Volume").
2.2 Tidewater may receive additional GPO Fees ("Additional GPO
Fees") from Vendors, the payment of which is based on the products and services
purchased by Tidewater members collectively which, when added to the GPO Fees
earned based on the GHC Purchases allocated among all Tidewater members, may
exceed three percent (3%) of the GHC Purchase Volume. Tidewater does not know
whether it will receive such Additional GPO Fees, but shall disclose in writing
to GHC on an annual basis the names of the Vendors, and the specific amount of
total GPO Fees received from each of the Vendors with respect to GHC Purchases,
including the amount received from each Vendor based on purchases of Tidewater
members collectively.
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2.3 Under the circumstances described in this Section 2.3,
Tidewater agrees to pay to GHC a portion of the GPO Fees (the "Shared Fees")
received by Tidewater and attributable to GHC Purchases:
2.3.1 If the quarterly aggregate GHC Purchase Volume
is at least $5.06 per bed (measured by calculating the aggregate GHC Purchase
Volume divided by the number of beds at all Facilities) (the "First Tier
Threshold") but less than $6.01 per bed (the "Second Tier Threshold"),
Tidewater shall pay to GHC one-third of the GPO Fees actually received by
Tidewater attributable to GHC Purchases for such period, not to exceed 1% of
the GHC Purchase Volume. On each anniversary date of this Agreement, the First
Tier Threshold and the Second Tier Threshold shall be increased by the
percentage increase in CPI in the previous year, as determined by reference to
the publication dates nearest to such anniversary date and the prior anniversary
date.
2.3.2 If the quarterly aggregate GHC Purchase Volume
is at least the Second Tier Threshold, Tidewater shall pay to GHC two-thirds of
the GPO Fees received by Tidewater attributable to GHC Purchases for such
period, not to exceed 2% of the GHC Purchase Volume.
2.4 Tidewater shall pay an estimate of Shared Fees, if any, to
GHC on a quarterly basis, not more than 30 days after the quarter end; provided,
however, that GHC and Tidewater shall reconcile the actual amount of Shared
Fees, if any, earned by GHC as soon as reasonably practicable thereafter, and
any adjustments will be refunded to Tidewater or paid to GHC, as applicable, at
the time of the next quarterly payment of Shared Fees. GHC will allocate any
such Shared Fees among all of its Facilities participating in the Program (i) in
amounts proportionate to the GHC Purchases attributable to each Facility which
gave rise to the Shared Fees paid to GHC pursuant to this Agreement; or (ii) as
otherwise required by law.
3. Term and Termination.
3.1 The term of this Agreement shall commence on the Effective
Date and shall continue in full force and effect for a period of ten (10) years
(the "Initial Term"). Subsequent to the Initial Term, this Agreement shall
automatically renew for additional one year terms (each, a "Renewal Term")
unless either party provides written notice of non-renewal not less than one
hundred eighty (180) days prior to the expiration of the Initial Term or Renewal
Term, as appropriate.
3.2 If GHC or Tidewater shall commit a material breach of a
material provision of this Agreement, and such material breach shall continue
for a period of thirty (30) days after written notice by the non-defaulting
party to the other specifying the material breach in question and requesting
that the material breach be cured, then this Agreement shall terminate, at the
option of the non-defaulting party, on thirty (30) days further written notice
to the other party, provided, however, that if the defaulting party has
commenced cure within such thirty (30) day period, and diligently pursues such
cure after the thirty (30) day period, then the right to give such thirty (30)
day notice of termination shall be suspended for the time necessary to effect
such cure. The parties acknowledge that if GHC or any of its Facilities fail to
comply with the terms and conditions of any Vendor Contract, it shall be
considered a breach of this Agreement by GHC, but a breach by any Vendor of any
Vendor Agreement shall not be considered a breach of this Agreement by GHC or
Tidewater.
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3.3 Any sale, lease, assignment, delegation or transfer of all
or any portion of GHC's or any Facility's management, operations, facilities,
assets or business to any other person, corporation or entity, including any
management company, will not constitute grounds for the termination or
modification of this Agreement by GHC. Upon a sale, divestiture or other
disposition (including lease termination or expiration) of any Facility to a
third party which is not then an Affiliate of GHC, GHC shall use its best
efforts to persuade the buyer or successor operator of such Facility to contract
with Tidewater and participate in the Program.
3.4 Five Year Price Verification. At least 180 days prior to
the fifth anniversary date of this Agreement, if GHC obtains a written, bona
fide offer which GHC desires to accept whereby GHC may purchase a substantially
similar product or products from vendors who are not Vendors at rates which are,
in the aggregate, more favorable to GHC (including, as applicable, Shared Fees)
than the rates which are available to GHC through Tidewater (the "Competing
Offer"), GHC shall promptly notify Tidewater in writing of all of the terms of
the Competing Offer and offer Tidewater: (a) the opportunity to meet with the
vendor which has made the Competing Offer; and (b) the right to match the
Competing Offer (such that the net acquisition cost of such product to GHC is
the same or less than in the Competing Offer). GHC shall provide Tidewater with
any information promptly and reasonably requested by Tidewater which Tidewater
deems necessary to evaluate the Competing Offer. If Tidewater does not notify
GHC in writing that it will match the Competing Offer within ninety (90) days
from the later of receipt of such written notice from GHC or receipt from GHC of
the information requested by Tidewater pursuant to the preceding sentence (the
"Competing Offer Deadline"), GHC may accept the Competing Offer as of the later
of: (a) the fifth anniversary date of this Agreement; or (b) 90 days after the
Competing Offer Deadline, and the Purchase Requirement, First Tier Threshold and
Second Tier Threshold shall all be reduced pro rata to account for GHC's
acceptance of the Competing Offer.
3.5 E-Commerce Opportunity. At least 180 days prior to the
fifth anniversary date of this Agreement, if GHC obtains a written, bona fide
offer which GHC desires to accept whereby GHC may enter into a GPO relationship
with GPO which provides e-commerce opportunities which Tidewater does not then
provide (the "E-Commerce Opportunity"), GHC shall promptly notify Tidewater in
writing of all of the terms of the E-Commerce Opportunity and offer Tidewater
the right to provide substantially similar e-commerce services on substantially
similar terms as the E-Commerce Opportunity. GHC shall provide Tidewater with
any information promptly and reasonably requested by Tidewater which Tidewater
deems necessary to evaluate the E-Commerce Opportunity. If Tidewater does not
notify GHC in writing that it will match the E-Commerce Opportunity within
ninety (90) days from the later of receipt of such written notice from GHC or
receipt from GHC of the information requested by Tidewater pursuant to the
preceding sentence (the "E-Commerce Opportunity Deadline"), GHC may accept the
E-Commerce Opportunity as of the later of: (a) the fifth anniversary date of
this Agreement; or (b) 90 days after the E-Commerce Opportunity Deadline, and
the Purchase Requirement, First Tier Threshold and Second Tier Threshold shall
all be reduced pro rata to account for GHC's acceptance of the E-Commerce
Opportunity.
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4. Representations, Warranties and Covenants of GHC. GHC, for itself
and for each of its Facilities that purchase under the Vendor Contracts, hereby
covenants with Tidewater as follows:
4.1 GHC shall, and shall cause each of its Facilities, to: (i)
comply with all terms of this Agreement as if a party hereto; (ii) comply with
all terms of the Vendor Contracts, including without limitation, payment terms
and own use requirements; and (iii) execute separate agreements or
acknowledgements as requested by Tidewater or any particular Vendor evidencing
such Facility's agreement to comply with the terms of the relevant Vendor
Contract.
4.2 GHC covenants that all GHC Purchases will be for use in
the provision of healthcare services by GHC Facilities, and not for resale or
distribution to third parties other than in the course of furnishing healthcare
services.
4.3 GHC shall disclose information regarding GPO Fees,
Additional GPO Fees and Shared Fees to each of its Facilities.
4.4 GHC shall promptly (in advance if possible, but no later
than thirty (30) days following consummation of the change) notify Tidewater of
any actual or proposed additions or deletions to the list of Facilities.
5. Liquidated Damages for Failure to Meet Purchase Requirement. GHC
acknowledges that failure to meet the Purchase Requirement in any quarter shall
cause Tidewater to lose GPO Fees and Additional GPO Fees in amounts that would
be difficult to ascertain. Accordingly, if GHC fails to meet the Purchase
Requirement in any quarter, then GHC shall promptly pay to Tidewater as
liquidated damages, and not as a penalty, the product of: (i) the Purchase
Requirement for the quarter less the actual GHC Purchase Volume for the quarter;
and (ii) 1%. Both parties agree that this formula is the easiest method to
estimate Tidewater's actual damages.
6. TIDEWATER DISCLAIMER AND GHC RELEASE. TIDEWATER DOES NOT MAKE, AND
EXPRESSLY DISCLAIMS, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, AS TO ANY PRODUCTS AND
SERVICES SOLD LEASED OR LICENSED BY ANY VENDOR; AND GHC AND ITS FACILITIES
HEREBY EXPRESSLY RELEASE TIDEWATER FROM ANY AND ALL LIABILITY AND CLAIMS
RELATING TO THE PRODUCTS AND SERVICES, AND ANY BREACH OR ALLEGED BREACH OF
WARRANTY IN CONNECTION WITH THE PRODUCTS AND SERVICES.
7. Compliance with Law.
7.1 It is the intent of the parties to establish a business
relationship that complies with the Medicare and Medicaid anti-kickback statute,
set forth in 42 U.S.C. ss.1320a-7b(b). The parties agree that, for the purposes
of this Agreement, Tidewater is acting as a group purchasing organization. The
parties intend to comply with the requirements of the "safe harbor" regulations
regarding payments to group purchasing organizations set forth in 42 C.F.R.
ss.1001.952(j) and the parties believe that this Agreement satisfies those
requirements.
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7.2 Where a discount or other reduction in price is
applicable, the parties also intend to comply with the requirements of 42 U.S.C.
ss.1320a-7b(b)(3)(A) and the "safe harbor" regulations regarding discounts or
other reductions in price set forth in 42 C.F.R. ss.1001.952(h). In this regard,
the amount of any Shared Fees paid to GHC shall be treated as a rebate to the
Facility's cost for the applicable products and services. GHC shall provide all
required information regarding such rebate amounts and allocations to its
Facilities as required by law. The parties hereto acknowledge that GHC will
satisfy, and ensure that its Facilities satisfy any and all legal requirements
imposed on buyers. Thus, GHC and/or its Facilities will accurately report when
requested, under any state or federal program that provides for reimbursement
for the products and services covered by this Agreement, the net cost actually
paid by GHC and/or its Facilities, pursuant to Vendor Contracts.
7.3 Tidewater shall disclose to the Secretary of the United
States Department of Health and Human Services, upon request, the amount of GPO
Fees, Shared Fees and Additional GPO Fees received by Tidewater from each Vendor
with respect to GHC Purchases.
8. Confidentiality. It is expressly understood that each of GHC and
Tidewater may utilize certain proprietary systems (electronic or manual),
methods, procedures, written materials (such as policy manuals) and other
information (including, without limitation, all information regarding the
pricing, rebates, discounts, shipping terms and other terms and conditions of
the Vendor Contracts as well as information relating to quantities of products
and services purchased by GHC and/or its Facilities, "Confidential
Information"). Such Confidential Information will remain the property of GHC or
Tidewater, as the case may be, and each party will not, at any time, unless
prior written approval is obtained from the other party, utilize, distribute,
copy, disclose to any party or otherwise employ or acquire such Confidential
Information of the other, other than to its accountants, lawyers, consultants,
subsidiaries and affiliates insofar as any such person or entity needs to know
such information in order to comply with law or to comply with this Agreement,
and who shall (a) be advised by the disclosing party of this Agreement and (b)
agree with the disclosing party to be bound by the provisions hereof, and except
to the extent required by law. Each party hereby acknowledges that if any breach
of this section occurs, the non-breaching party would be irreparably and
immediately harmed and could not be made whole by monetary damages. Accordingly,
in addition to any other remedy to which it may be entitled in law or in equity,
the non-breaching party will be entitled to an injunction or injunctions to
prevent breaches and/or to compel specific performance of this section, and the
breaching party will not oppose the granting of such relief on the basis that
monetary damages are adequate. The breaching party also agrees to reimburse the
non-breaching party for all costs and expenses, including reasonable attorney's
fees, incurred by it in successfully enforcing the obligations under this
section. This provision shall survive termination of this Agreement.
9. Insurance. At all times during the term of this Agreement, Tidewater
and GHC agree to maintain in full force and effect professional and general
liability insurance in amounts that are customary in their respective
industries.
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10. Indemnification.
10.1 GHC and its Facilities shall indemnify and hold harmless
Tidewater and its respective affiliates, agents, officers, directors and
employees from and against any and all claims, penalties, demands, causes of
actions, damages, losses, liabilities, costs, expenses, including reasonable
attorney's fees, in law or in equity, of any kind or nature whatsoever, arising
out of or in any manner directly or indirectly related to the acts or omissions
of GHC in connection with this Agreement, including, without limitation, any
claims resulting from a failure to pay for any products and services purchased
by GHC or any of its Facilities.
10.2 Tidewater shall indemnify and hold harmless GHC and its
respective affiliates, agents, officers, directors and employees from and
against any and all claims, penalties, demands, causes of actions, damages,
losses, liabilities, costs, expenses, including reasonable attorney's fees, in
law or in equity, of any kind or nature whatsoever, arising out of or in any
manner directly or indirectly related to the acts or omissions of Tidewater in
connection with this Agreement.
10.3 The provisions of Sections 10.1 and 10.2 shall survive
termination of this Agreement.
11. Independent Contractor. The parties acknowledge and agree that
Tidewater is acting as an independent contractor and not as the agent, partner
or employee of GHC. This Agreement shall not create a joint venture, partnership
or other joint business relationship. As an independent contractor, Tidewater is
not exclusively limited to performing services for GHC and is entitled to
provide services for parties other than GHC.
12. Amendments and Waivers. This Agreement may be amended, modified or
varied only by agreement in writing, duly executed by the party against whom
enforcement of any amendment, waiver, change, modification, consent or discharge
is sought. The waiver of any breach of any term or condition of this Agreement
shall not be deemed to constitute the continuing waiver of the same or any other
term or condition.
13. Jurisdiction. Any and all disputes arising under or related to the
Agreement shall be subject exclusively to the jurisdiction of the appropriate
state or federal court in the State of Maryland, City of Baltimore.
14. Headings. The captions herein have been inserted solely for
convenience of reference and shall not constitute a part of this Agreement, nor
shall they affect the meaning, construction or effect of this Agreement.
15. Entire Agreement. This Agreement sets forth all of the promises,
covenants, agreements, conditions and undertakings between the parties with
respect to the subject matter of this Agreement and supersedes all prior
understandings, agreements or arrangements between them, including directly
between a Facility and Tidewater with respect to the subject matter of this
Agreement.
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16. Arbitration. The parties agree to submit any dispute arising under
this Agreement to arbitration by the American Arbitration Association or such
other arbitrator and upon such arbitration procedures as the parties may agree,
and the decision of such arbitration shall be binding upon Tidewater and GHC.
17. HIPAA.
17.1 Privacy Rule Compliance. Tidewater, to the extent it is
deemed a "Business Associate" of GHC or any Facility under the Health Insurance
Portability and Accountability Act of 1996 ("HIPAA"), agrees to comply with all
applicable provisions of HIPAA, including the privacy provisions, as such are
implemented and revised from time to time. Tidewater further agrees that it
will: (i) not use or disclose Protected Health Information ("PHI") obtained or
accessible by it as a result of its performance under the Agreement other than
as permitted or required by this Agreement or by law; (ii) use appropriate
safeguards to prevent use of disclosure of such PHI except as permitted by the
Agreement; (iii) mitigate, to the extent practicable, any harmful effect known
to Tidewater of a use or disclosure of PHI by Tidewater in violation of the
requirements of this Agreement; (iv) report to GHC as the "Covered Entity" under
HIPAA any use or disclosure of PHI not provided for in the Agreement of which it
becomes aware; (v) ensure that any agents, including subcontractors, to whom it
provides PHI, or who have access to PHI, agree to the same restrictions and
conditions that apply to Business Associate with respect to such PHI; (vi) make
available PHI to the individual who has a right of access under State and/or
Federal law or regulation; (vii) make available PHI for amendment and
incorporate any amendments to PHI; (viii) make available the information
required to provide an accounting of disclosures; and (ix) make its internal
practices, books and records relating to the use and disclosure of PHI received
or obtained from GHC, or created or received by Tidewater available to the
Secretary of the Department of Health and Human Services for determining
Tidewater's compliance with Federal regulations.
17.2 Transaction and Security Regulations Compliance. To the
extent the Agreement involves the exchange of information using Electronic Media
in a transaction, GHC and Tidewater agree to comply with the requirements
contained in 45 CFR Part 1, Section 162.915, as amended from time to time. Upon
the effective date and for so long as PHI is transmitted between the parties
using Electronic Media, Tidewater shall protect the integrity, privacy and
availability of such PHI by implementing appropriate and commercially reasonable
administrative procedures, physical safeguards, technical security services and
technical security mechanisms with respect to Tidewater's facilities, software
and systems, all as required by, and more specifically set forth in, the Federal
Transaction Regulations and the Federal Security Regulations.
17.3 HIPAA Termination Right. In the event that Tidewater
materially breaches any of the provisions of this section 17, or declines to
implement any changes that are required or reasonably requested to ensure
material compliance with HIPAA and related laws and regulations, GHC may
terminate the Agreement upon written notice to Tidewater in accordance with the
notice and cure provisions of section 3.2 above.
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17.4 Effect of Termination. Upon termination of the Agreement
for any reason, Tidewater, if feasible, will return or destroy all PHI received
from, or created or received by Tidewater on behalf of GHC that Tidewater still
maintains in any form and retain no copies of such information or, if such
return or destruction is not feasible, shall notify GHC of the condition that
makes the return or destruction of PHI not feasible and shall extend the
protections of this Agreement to the PHI and limit further uses and disclosures
to those purposes that make the return or destruction of the PHI infeasible for
so long as Tidewater maintains such PHI. The provisions of this provision shall
survive the expiration or termination of the Agreement.
18. Access to Books and Records. Pursuant to Section 1395X(v)(1)(I) of
Title 42 of the United States Code and applicable rules and regulations
thereunder, until the expiration of four (4) years after the termination of his
Agreement, Tidewater shall make available, upon appropriate written request by
the Secretary of the United States Department of Health and Human Services, the
Comptroller General of the United States General Accounting Office, or the
applicable state agencies or departments, or any of their duly authorized
representatives a copy of this Agreement and such books, documents and records
as are necessary to certify the nature and extent of the costs of the services
provided by Tidewater under this Agreement. Tidewater further agrees that in the
event it carries out any of its duties under this Agreement through a
subcontract with a value or cost of Ten Thousand Dollars ($10,000) or more over
a 12 month period, such subcontract shall contain a clause identical to that
contained in the first sentence of this Section.
19. Notices. Any notice, request, demand, consent, approval or other
communication required or permitted under this Agreement shall be in writing and
shall be deemed to have been given (i) upon actual delivery, if delivery is by
hand, or (ii) upon receipt if delivery is by telecopier, or (iii) the first
business day following delivery to any nationally recognized overnight delivery
service, or (iv) five (5) days after it is deposited in the United States mail,
postage prepaid, certified or registered mail, return receipt requested. Each
such notice shall be sent to the respective parties at the addresses indicated
below:
Tidewater: Tidewater Healthcare Shared Services Group, Inc.
7 East Lee Street
Baltimore, MD 21202
Attention: Law Department
GHC: Genesis HealthCare Corporation
101 East State Street
Kennett Square, PA 19348
Attention: Law Department
20. Assignment; Binding Effect; Subcontracting.
20.1 Neither Tidewater nor GHC may assign this Agreement to
any other person or entity without the prior written consent of the other, which
consent shall not be unreasonably withheld, conditioned or delayed.
Notwithstanding the foregoing, Tidewater may assign this Agreement upon prior
written notice to GHC but without GHC's consent if the proposed assignee is a
"Qualified Provider," defined as a provider which provides services at least
comparable to those currently provided by Tidewater.
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20.2 Anything to the contrary contained herein
notwithstanding: (a) Tidewater or GHC may assign this Agreement to an affiliate
of Tidewater or GHC, as the case may be; and (b) Tidewater may assign this
Agreement to a joint venture of which Tidewater is a part; without the consent
of, but upon prior written notice to, the other party.
20.3 Tidewater may not subcontract any of its duties or
obligations under this Agreement without the prior written consent of GHC, which
consent shall not be unreasonably withheld, conditioned or delayed provided,
however, that Tidewater may subcontract with an affiliate of Tidewater, a joint
venture of which Tidewater is a part, or a Qualified Provider without the
consent of, but upon prior written notice to, GHC.
20.4 Except as otherwise provided herein, this Agreement shall
be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns.
21. Severability. If any provision of this Agreement or the application
thereof to any person or situation shall, to any extent, be held invalid or
unenforceable, the remainder of this Agreement, and the application of such
provision to persons or situations other than those to which it shall have been
held invalid or unenforceable, shall not be affected thereby, but shall continue
valid and enforceable to the fullest extent permitted by law.
22. Governing Law. This Agreement will be deemed to have been made in
and its validity and interpretation shall be governed by and construed under the
laws of the State of Maryland, without regard to the conflict-of-law rules of
Maryland or any other state.
23. Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which shall be deemed to constitute an original,
but which together shall constitute one and the same instrument.
24. Non-Competition. Through the later of: (a) November 30, 2010 or
(b) a period of two (2) years following the termination of this Agreement for
any reason whatsoever, or any such lesser period of time that might be imposed
by a court of competent jurisdiction to comply with applicable, maximum legal
time periods for the restraint of trade, except with Tidewater's prior written
consent: GHC shall not, and shall cause its present and future parents,
subsidiaries, Affiliates, officers, directors, successors, assigns, transferees
and nominees to not, directly or indirectly, in any capacity, at any location
within a state where Tidewater then does business:
24.1 communicate with or solicit any Person who is or during
such period becomes a customer, prospective customer, acquisition target,
employee, salesman, agent or representative of, or a consultant to, Tidewater,
in any manner that interferes with such Person's relationship with Tidewater in
relation to the Restricted Business (as defined below), or in an effort to
obtain any such Person as a customer, acquisition target, employee, salesman,
agent or representative of, or a consultant to, any other Person that conducts a
business that is competitive with the Restricted Business;
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24.2 market or sell, in any manner other than in furtherance
of the business and interests of Tidewater, any service that is competitive with
any service of the Restricted Business; or
24.3 establish, own, manage, operate, join, finance, control
or be connected with, or participate in the establishment, ownership,
management, operation, financing or control of, or be an agent or representative
of, or be a consultant to, any Person that conducts or is engaged in a business
that is competitive with the Restricted Business.
24.4 "Restricted Business" means the business of operating a
group purchasing organization. "Person" means any natural person, corporation,
division of a corporation, partnership, limited liability partnership, limited
liability company, trust, joint venture, association, company, estate,
unincorporated organization or government or any agency or political subdivision
thereof.
IN WITNESS WHEREOF, each party hereto has duly executed, or has caused
this Agreement to be duly executed, as of the date first above written.
The Tidewater Healthcare Shared Services Group, Inc.
By: /s/ John Arlotta
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Name: John Arlotta
Title: Chairman and Chief Executive Officer
Genesis HealthCare Corporation
By: /s/ George V. Hager, Jr.
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Name: George V. Hager, Jr.
Title: Chief Executive Officer
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EXHIBIT "A" -- FACILITIES
11/25/03
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Fox Hill Center Glendale Center Groton Regency Center
Health Resources of Rockville, Inc. Genesis Health Ventures of Naugatuck, Health Resources of Groton, Inc.
22 South Street Inc. 1145 Poquonock Road
Rockville, CT 06066 4 Hazel Avenue Groton, CT 06340
150 Skilled Naugatuck, CT 06770-0150 178 Skilled
120 Skilled 81 Assisted
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Harrington Court Kimberly Hall North Kimberly Hall South
Health Resources of Colchester, Inc. Genesis Health Ventures of Bloomfield, Genesis Health Ventures of Bloomfield,
59 Harrington Court Inc. Inc.
Colchester, CT 06415 1 Emerson Drive 1 Emerson Drive
130 Skilled Windsor, CT 06095 Windsor, CT 06095
150 Skilled 180 Skilled
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Meriden Center Salmon Brook Center Skyview Center
Mabri Convalescent Center, Inc. Health Resources of Glastonbury, Inc. Health Resources of Wallingford, Inc.
845 Paddock Avenue 72 Salmon Brook Drive 35 Marc Drive
Meriden, CT 06450 Glastonbury, CT 06033 Wallingford, CT 06492
130 Skilled 130 Skilled 97 Skilled
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Windsor Hall Hillside Center Milford Center
Genesis Health Ventures of Windsor, Inc. Genesis Properties of Delaware Ltd. Genesis Properties of Delaware Ltd.
519 Palisado Avenue Partnership, L.P. Partnership, L.P.
Windsor, CT 06095 810 S. Broom St. 700 Marvel Road
165 Skilled Wilmington, DE 19805 Milford, DE 19963
106 Skilled 136 Skilled
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Seaford Center Silver Lake Center Academy Manor
Genesis Properties of Delaware Ltd. Dover Health Care Associates, Inc. Academy Nursing Homes, Inc.
Partnership, L.P. 1080 Silver Lake Boulevard 89 Morton Street
1100 Norman Eskridge Highway Dover, DE 19904 Andover, MA 01810
Seaford, DE 19973 120 Skilled 174 Skilled
124 Skilled
16 Independent Living
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Coolidge House Heritage Hall East Heritage Hall North
ADS/Multicare, Inc. Genesis Health Ventures of Genesis Health Ventures of Massachusetts,
30 Webster Street Massachusetts, Inc. Inc.
Brookline, MA 02146 464 Main Street, P.O. Box 348 55 Cooper Street, PO. Box 385
210 Skilled Agawam, MA 01001-0348 Agawam, MA 01001-0385
123 Skilled 124 Skilled
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Heritage Hall South Heritage Hall West Heritage Manor
Genesis Health Ventures of Massachusetts, Genesis Health Ventures of ASL, Inc.
Inc. Massachusetts, Inc. 841 Merrimack Street
65 Cooper Street 61 Cooper Street, P.O. Box 325 Lowell, MA 01854
Agawam, MA 01001-0347 Agawam, MA 01001-0325 142 Skilled
122 Skilled 164 Skilled
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Keystone Center Palm Manor Prescott House
Keystone Nursing Home, Inc. ADS Palm Chelmsford, Inc. Prescott Nursing Home, Inc.
44 Keystone Drive 40 Parkhurst Road 140 Prescott Street
Leominster, MA 01453 Chelmsford, MA 01824 North Andover, MA 01845
106 Skilled 124 Skilled 126 Skilled
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Sutton Hill Center Wachusett Manor Westford House
Nursing and Retirement Center of the Health Resources of Gardner, Inc. Westford Nursing and Retirement Center
Andovers, Inc. 32 Hospital Hill Road Limited Partnership
1801 Turnpike Street Gardner, MA 01440 3 Park Drive
North Andover, MA 01845 96 Skilled Westford, MA 01886
142 Skilled 123 Skilled
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Willow Manor Brightwood Center Catonsville Commons
Willow Manor Nursing Home, Inc. Greenspring Meridian Limited Catonsville Meridian Limited Partnership
30 Princeton Boulevard Partnership 16 Fusting Avenue
Lowell, MA 0185l 515 Brightwood Road Catonsville, MD 21228
90 Skilled Lutherville, MD 21093 143 Skilled
110 Skilled
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Chesapeake Woods Center Corsica Hills Center Cromwell Center
Meridian Healthcare, Inc. Meridian Health, Inc. Meridian Valley L.P.
525 Glenburn Avenue 205 Armstrong Ave., P.O. Box 50 8710 Emge Road
Cambridge, MD 21613 Centreville, MD 21617 Baltimore, MD 21234
98 Skilled 150 Skilled 135 Skilled
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Hammonds Lane Center Heritage Center Homewood Center
Hammonds Lane Meridian Limited Partnership Meridian Health, Inc. Meridian Edgewood L.P.
613 Hammonds Lane 7232 German Hill Road 6000 Bellona Avenue
Brooklyn Park, MD 21225 Dundalk, MD 21222 Baltimore, MD 21212
129 Skilled 181 Skilled 116 Skilled
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Knollwood Manor LaPlata Center Layhill Center
Knollwood Manor, Inc. Meridian Healthcare, Inc. Meridian Healthcare, Inc.
899 Cecil Avenue 1 Magnolia Drive 3227 Bel Pre Road
Millersville, MD 21108 LaPlata, MD 20646 Silver Spring, MD 20906
75 Skilled 149 Skilled 123 Skilled
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Loch Raven Center Long Green Center Multi-Medical Center
Meridian Valley View Limited Ptnrshp. Meridian Health, Inc. Meridian Healthcare, Inc.
8720 Emge Road 115 East Melrose Avenue 7700 York Road
Baltimore, MD 21234 Baltimore, MD 21212 Towson, MD 21204
120 Skilled 135 Skilled 112 Skilled
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Perring Parkway Center Severna Park Center Spa Creek Center
Meridian Perring L.P. Meridian Health, Inc. Meridian Healthcare, Inc.
1801 Wentworth Road 24 Truckhouse Road 35 Milkshake Lane
Baltimore, MD 21234 Severna Park, MD 21146 Annapolis, MD 21403
125 Skilled 141 Skilled 134 Skilled
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The Pines, Genesis ElderCare Network Woodside Center Country Village Center, Genesis ElderCare
Easton Meridian LP Meridian Healthcare, Inc. Network
610 Dutchman's Lane 9101 Second Street McKerley Health Care Centers, Inc.
Easton, MD 21601 Silver Spring, MD 20910 91 Country Village Road
170 Skilled 92 Skilled Lancaster, NH 03584
86 Skilled
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Harris Hill Center, Genesis ElderCare Keene Center, Genesis ElderCare Network Laconia Center, Genesis ElderCare Network
Network McKerley Health Care Centers, Inc. McKerley Health Care Centers, Inc.
McKerley Health Care Centers, Inc. 677 Court Street 175 Blueberry Lane
20 Maitland Street Keene, NH 03431 Laconia, NH 03246
Concord, NH 03301 106 Skilled 108 Skilled
74 Skilled
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Lafayette Center, Genesis ElderCare Network Laurel Center, Genesis ElderCare Lebanon Center, Genesis ElderCare Network
McKerley Health Care Centers, Inc. Network McKerley Health Care Centers, Inc.
93 Main Street McKerley Health Care Centers, Inc. 24 Old Etna Road
Franconia, NH 03580 480 Donald Street Lebanon, NH 03766
68 Skilled & 6 Assisted Bedford, NH 03110 110 Skilled
102 Skilled
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A-2
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Mountain Ridge Center, Genesis ElderCare Pleasant View Center, Genesis Ridgewood Center, Genesis ElderCare
Network ElderCare Network Network
McKerley Health Care Centers, Inc. McKerley Health Care Centers, Inc. McKerley Health Care Centers, Inc.
7 Baldwin Street 239 Pleasant Street 25 Ridgewood Road
Franklin, NH 03235 Concord, NH 03301 Bedford, NH 03110
86 Skilled 180 Skilled 150 Skilled
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Arbor Glen Center Brakeley Park Center & Brakeley Park Burlington Woods
Pompton Care, LLC Villas Burlington Woods Convalescent Center, Inc.
Pompton Ave. & E. Lindsley Road Northwest Total Care Centers 115 Sunset Road
Cedar Grove, NJ 07009 Associates, L.P. Burlington, NJ 08016
122 Skilled 290 Red School Lane 240 Skilled
Phillipsburg, NJ 08865
120 Skilled
30 Assisted
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Cinnaminson Center Cooper River West Cranbury Center
Roephel Convalescent Center, LLC Geriatric and Medical Services, Inc. Health Resources of Cranbury, LLC
1700 Wynwood Drive 5101 North Park Drive 292 Applegarth Road
Cinnaminson, NJ 08077 Pennsauken, NJ 08109 Monroe Township, NJ 08831
114 Skilled 180 Skilled 154 Skilled
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Holly Manor Center Inglemoor Center Jackson Center
Encare of Mendham, L.L.C. Health Resources of Englewood, L.L.C. Health Resources of Jackson, L.L.C.
84 Cold Hill Road 333 Grand Avenue 11 History Lane
Mendham, NJ 07945 Englewood, NJ 07631 Jackson, NJ 08527
124 Skilled 62 Skilled 186 Skilled
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Jersey Shore Center Kresson View Center
Health Resources of Eatontown, L.L.C. Geriatric and Medical Services, Inc.
3 Industrial Way East 2601 Evesham Road
Eatontown, NJ 07724 Voorhees, NJ 08043
158 Skilled 240 Skilled
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Lopatcong Center Madison Center Maple Glen Center
Geriatric and Medical Services, Inc. Health Resources of Emery, L.L.C. Health Resources of Fairlawn, LLC
390 Red School Lane 4 Highway 34 12-15 Saddle River Road
Phillipsburg, NJ 08865 Matawan, NJ 07747 Fair Lawn, NJ 07410
153 Skilled 190 Skilled 161 Skilled
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Marcella Center Mercerville Center Millville Center & Holly Commons
Health Resources of Marcella, Inc. Breyut Convalescent Center, L.L.C. Millville Meridian L.P.
2305 Rancocas Road 2240 White Horse Mercerville Road 54 Sharp Street
Burlington Township, NJ 08016 Mercerville, NJ 08619 Millville, NJ 08332
156 Skilled 114 Skilled 147 Skilled & 30 Assisted
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Morris Hills Center North Cape Center Park Place Center
Health Resources of Morristown, Inc. North Cape Convalescent Center Health Resources of South Brunswick,
77 Madison Avenue Associates, L.P. L.L.C.
Morristown, NJ 07960 700 Townbank Road 2 Deer Park Drive
304 Skilled North Cape May, NJ 08204 Monmouth Junction, NJ 08852
110 Skilled 96 Skilled
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Phillipsburg Center Ridgewood Center Southern Ocean Center
Geriatric and Medical Services, Inc. Health Resources of Ridgewood, LLC Stafford Convalescent Center, Inc.
843 Wilbur Avenue 330 Franklin Turnpike 1361 Route 72 West
Phillipsburg, NJ 08865 Ridgewood, NJ 07450 Manahawkin, NJ 08050
60 Skilled 90 Skilled 136 Skilled
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Summit Ridge Center Troy Hills Center Voorhees Center
Health Resources of West Orange, LLC S.T.B. Investors, Ltd. Meridian Healthcare, Inc.
20 Summit Street 200 Reynolds Avenue 3001 Evesham Road
West Orange, NJ 07052 Parsippany, NJ 07054 Voorhees, NJ 08043
152 Skilled 130 Skilled 190 Skilled
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A-3
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Waterview Center Westfield Center Abington Manor
Health Resources of Cedar Grove, Inc. Meridian Healthcare, Inc. Edella Street Associates
536 Ridge Road 1515 Lamberts Mill Road 100 Edella Road
Cedar Grove, NJ 07009 Westfield, NJ 07090 Clarks Summit, PA 18411
190 Skilled 233 Skilled 120 Skilled
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Berkshire Center Brandywine Hall & Brandywine Villas Brinton Manor
Berks Nursing Homes, Inc. Geriatric and Medical Services, Inc. Brinton Manor, Inc.
5501 Perkiomen Avenue 800 West Miner Street 549 Baltimore Pike
Reading, PA 19606 West Chester, PA 19382 Glen Mills, PA 19342
130 Skilled 180 Skilled 92 Skilled
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Chapel Manor Crestview Center Fairview Care Center of Bethlehem Pike
Genesis ElderCare Centers-Chapel Manor, Inc. Crestview North, Inc. Geriatric and Medical Services, Inc.
1104 Welsh Road 262 Toll Gate Road 184 Bethlehem Pike
Philadelphia, PA 19115 Langhorne, PA 19047 Philadelphia, PA 19118
240 Skilled 180 Skilled 180 Skilled
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Fairview Care Center of Paper Mill Road Hamilton Arms Center
Geriatric and Medical Services, Inc. Geriatric and Medical Services, Inc.
850 Paper Mill Road 336 South West End Avenue
Glenside, PA 19038 Lancaster, PA 17603
129 Skilled 120 Skilled
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Hillcrest Center Garden Springs Center Harston Hall
Crestview Convalescent Home, Inc. Healthcare Resources Corp. Genesis ElderCare Centers-Harston, Inc.
1201 Church Road 1113 North Easton Road 350 Haws Lane
Wyncote, PA 19095 Willow Grove, PA 19090 Flourtown, PA 19031
180 Skilled 200 Skilled 120 Skilled
76 Assisted
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Hopkins Center Laurel Center Laurel Ridge Center
The Straus Group Hopkins House, L.P. Laurel Health Resources, Inc. GMA-Uniontown, Inc.
8100 Washington Lane 125 Holly Road 75 Hickle Street
Wyncote, PA 19095 Hamburg, PA 19526 Uniontown, PA 15401
107 Skilled 130 Skilled 61 Skilled
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Lehigh Center Liberty Court/Heritage at Liberty Court Mayo Center (Somerton after 8/1/03
Lehigh Nursing Homes, Inc. Geriatric and Medical Services, Inc. pending DPH approval)
1718 Spring Creek Road 1526 Lombard Street Geriatric and Medical Services, Inc.
Macungie, PA 18062 Philadelphia, PA 19146 650 Edison Avenue
128 Skilled 150 Skilled Philadelphia, PA 19116
45 Assisted 241 Skilled
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Mifflin Center Orwigsburg Center Pennypack Center
Philadelphia Avenue Associates Senior Living Ventures, Inc. Encare of Pennypack, Inc.
500 East Philadelphia Avenue 1000 Orwigsburg Manor Drive 8015 Lawndale Avenue
Shillington, PA 19607 Orwigsburg, PA 17961 Philadelphia, PA 19111
136 Skilled 130 Skilled 54 Skilled
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Pennsburg Manor Quakertown Center Rittenhouse Pine Center
Genesis ElderCare Centers-Pennsburg, Inc. The Straus Group Quakertown Manor LP Norristown Nursing and Rehabilitation
530 Macoby Street 1020 South Main Street Center Associates L.P.
Pennsburg, PA 18073 Quakertown, PA 18951 1700 Pine Street
120 Skilled 138 Skilled Norristown, PA 19401
120 Skilled
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Riverstreet Manor Rose View Center Sanatoga Center
Riverstreet Associates Rose View Manor, Inc. DELM Nursing, Inc.
440 North River Street 1201 Rural Avenue 225 Evergreen Road
Wilkes-Barre, PA 18702 Williamsport, PA 17701 Pottstown, PA 19464
122 Skilled 123 Skilled 130 Skilled
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A-4
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Schuylkill Center Silver Stream Center The Belvedere, A Genesis-Crozer-Keystone
Schuylkill Nursing Homes, Inc. Geriatric and Medical Services, Inc. Health System Center
1000 Schuylkill Manor Road 905 Penlyn Pike, P.O. Box 397 Genesis ElderCare Cntrs.-Belvedere, Inc.
Pottsville, PA 17901 Spring House, PA 19477 2507 Chestnut Street
190 Skilled 120 Skilled Chester, PA 19013
120 Skilled & 49 Assisted
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Willow Ridge Center Grand Islander Center Grandview Center
Montgomery Nursing Homes, Inc. Health Resources of Middletown (RI), Health Resources of Cumberland, Inc.
3485 Davisville Road Inc. Chambers & John Street
Hatboro, PA 19040 333 Green End Avenue Cumberland, RI 02864
120 Skilled Middletown, RI 02842 72 Skilled
148 Skilled
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Kent Regency Center Potomac Center, Genesis ElderCare Westwood Center
Health Resources of Warwick, Inc. Network Providence Heath Care, Inc.
660 Commonwealth Avenue Crystal City Nursing Center, Inc. Westwood Medical Park
Warwick, RI 02886 1785 South Hayes Street Bluefield, VA 24605
153 Skilled Arlington, VA 22202 65 Skilled
240 Skilled 25 Assisted
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Williamsburg Center Woodmont Center Bel-Aire Center
Genesis Eldercare National Centers, Inc. Genesis Eldercare National Centers, Providence Health Care, Inc.
1235 Mount Vernon Avenue Inc. Bel-Aire Drive
Williamsburg, VA 23185 11 Dairy Lane, P.O. Box 419 Newport, VT 05855
157 Skilled Fredericksburg, VA 22404 58 Skilled
120 Skilled
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Morrisville Center, Genesis ElderCare Mountain View Center, Genesis
Network ElderCare Network
McKerley Health Care Centers, Inc. McKerley Health Care Centers, Inc.
72 Harrell Street 9 Haywood Avenue, P.O. Box 6623
Morrisville, VT 05661 Rutland, VT 05702
90 Skilled 166 Skilled
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Ansted Center Brightwood Center
Genesis Health Ventures of West Brightwood Property, Inc.
Virginia, Limited Partnership 840 Lee Road
Old Route 60, P.O. Drawer 400 Follansbee, WV 26037
Ansted, WV 25812 128 Skilled
60 Skilled
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Cedar Ridge Center Dawnview Center
Glenmark Associates, Inc. Dawn View Manor, Inc.
302 Cedar Ridge Road Diane Drive, Box 686
Sissonville, WV 25320 Fort Ashby, WV 26719
120 Skilled 66 Skilled
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Heritage Center Hilltop Center Logan Center
HRWV of Huntington, Inc. Hilltop Health Care Center, Inc. Glenmark Limited Liability Company I
101 13th Street Saddle Shop Road, P.O. Box 125 Three Mile Curve, P.O. Box 540
Huntington, WV 25708 Hilltop, WV 25855 Logan, WV 25601
189 Skilled 120 Skilled 66 Skilled
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Madison Center Miletree Center Oak Ridge Center, Genesis ElderCare
GMA-Madison, Inc. Glenmark Associates, Inc. Network
161 Bakers Ridge Road 825 Summit Street HR of Charleston, Inc.
Morgantown, WV 26505 Spencer, WV 25276 1000 Association Dr, N. Gate Bus. Park
62 Skilled 62 Skilled Charleston, WV 25311
73 Skilled
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A-5
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Pocahontas Center Raleigh Center Ravenswood Center, Genesis ElderCare
Pocahontas Continuous Care Center, Inc. Raleigh Manor, L.P. Network, LLC
Route 1, Box 500 1631 Ritter Drive, P.O. Box 741 Glenmark Limited Liability Company I
Marlinton, WV 24954 Daniels, WV 25832 200 South Ritchie Avenue
68 Skilled 68 Skilled Ravenswood, WV 26164
62 Skilled
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Rosewood Center Sistersville Center Teays Valley Center
Rest Haven Nursing Home, Inc. Sisterville Haven Limited Partnership Teays Valley Haven Limited Partnership
8 Rose Street 201 Wood Street 590 North Poplar Fork Road
Grafton, WV 26354 Sisterville, WV 26175 Hurricane, WV 25526
69 Skilled 68 Skilled 124 Skilled
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Valley Center, Genesis ElderCare Network White Sulphur Springs Center Willows Center
Glenmark Limited Liability Company I Glenmark Limited Liability Company I The House of Campbell, Inc.
1000 Lincoln Drive P.O. Box 249, Route 92 723 Summers Street
South Charleston, WV 25309 White Sulphur Springs, WV 24986 Parkersburg, WV 26101
130 Skilled 68 Skilled 97 Skilled
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Heritage Woods (ALF) Holton Point (ALF) Berkshire Commons, Genesis ElderCare
Genesis Health Ventures of Massachusetts, McKerley Health Care Centers, Inc. Network (ALF)
Inc. 63 Country Village Road Assisted Living Assoc. of Berkshire, Inc.
462 Main Street Lancaster, NH 03584 5485 Perkiomen Avenue
Agawam, MA 01001 32 Assisted Reading, PA 19606
126 Assisted 75 Assisted
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Highgate at Paoli Pointe (ALF) Lehigh Commons (ALF) Mifflin Court (ALF)
Geriatric and Medical Services, Inc. Assisted Living Assoc. of Lehigh, Inc. Philadelphia Avenue Associates
600 Paoli Pointe Drive 1680 Spring Creek Road 450 East Philadelphia Avenue
Paoli, PA 19301 Macungie, PA 18062 Shillington, PA 19607
124 Assisted 80 Assisted 67 Assisted
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Riverview Ridge (ALF) Rose View Court (ALF) Sanatoga Court (ALF)
Genesis Health Ventures of Wilkes-Barre, Rose View Manor, Inc. Assisted Living Assoc. of Sanatoga, Inc.
Inc. 1251 Rural Avenue 227 Evergreen Road
300 Courtright Street Williamsport, PA 17701 Pottstown, PA 19464
Wilkes-Barre, PA 18702 60 Assisted 85 Assisted
114 Assisted
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The Oaks (ALF) The Willowbrook Assisted Living Heritage at Milford (ALF)
Wyncote Healthcare Corporation Community (ALF) Milford ALF LLC
240 Barker Road Edella Street Associates 500 S. DuPont Boulevard
Wyncote, PA 19095 150 Edella Road Milford, DE 19963
52 Assisted Clarks Summit, PA 18411 80 Assisted
80 Assisted
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Pleasant View Retirement (ALF)
McKerley Health Care Centers, Inc.
227 Pleasant Street
Concord, NH 03301
72 Assisted
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A-6
Skilled Beds by State Assisted Beds by State Totals
CT 1,430 CT 81 1,511
DE 486 DE 96 582
MA 1,866 MA 126 1,992
MD 2,438 MD - 2,438
NH 1,070 NH 110 1,180
NJ 4,312 NJ 60 4,372
PA 4,311 PA 907 5,218
RI 373 RI - 373
VA 582 VA 25 607
VT 314 VT - 314
WV 1,700 WV - 1,768
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TOTAL 18,882 1,405 20,287
DE has 16 Independent Living (Seaford) (included in ALF count)
Wisconsin Facilities
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Marshfield Center River Pines Center & River Side Suites
Marshfield Health Resources, Inc. River Pines Health Resources, Inc.
814 West 14th Street 1800 Sherman Avenue
Marshfield, WI 54449 Stevens Point, WI 54481
201 Skilled 174 Skilled
29 Assisted
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Total WI beds - 375 Skilled
29 Assisted
404 Total
A-7