Exhibit 99.5
FORM OF MASTER AGREEMENT FOR PHARMACY,
PHARMACY CONSULTING AND
RELATED PRODUCTS AND SERVICES
THIS MASTER AGREEMENT (the "Master Agreement") is entered into as of
December 1, 2003, between Genesis HealthCare Corporation, a Pennsylvania
corporation (together with its Affiliates, "GHC") and NeighborCare Pharmacy
Services, Inc. d/b/a NeighborCare, a Delaware corporation (together with its
Affiliates, "NeighborCare").
BACKGROUND
1. GHC owns and leases long term care facilities (each, a
"Facility" and collectively, the "Facilities"). For purposes of this Master
Agreement, "Affiliate" shall mean all entities that control, are controlled by,
or are under common control with, such party, provided that "Affiliate" shall
not include any entity in which GHC must obtain the consent of one or more
minority shareholders, members, partners or the like, pursuant to the entity's
organizational or governing documents, to bind any facility owned or leased by
such entity to this Agreement.
2. GHC is in need of licensed professionals and other
personnel to provide certain products and services to the Facilities and to
residents of the Facilities.
3. NeighborCare has the expertise and experience to provide
such products and services to residents of long term care facilities.
4. GHC desires to purchase said services from NeighborCare and
NeighborCare desires to furnish said products and services to GHC on the terms
set forth herein.
TERMS
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises set forth in this Master Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. Duties and Responsibilities of NeighborCare and GHC.
1.1 NeighborCare agrees to provide to each of the Facilities
all of the needed prescription and non-prescription medications, whether oral,
IV, topical or other; pharmacy consulting services; Medicare Part B supplies and
services; Medicare Part B claim filing services; certain Enteral Products and
DME (as defined below); distribution services relating to Enteral Products and
DME; and related services (collectively, the "Services") as required by
applicable law and as reasonably requested by each Facility.
1.2 NeighborCare shall provide the Services pursuant to a
separate agreement (each, a "Service Agreement") for each Facility, which shall
be substantially identical to the form of Service Agreement attached hereto as
Exhibit "A," as adjusted for the particular Services to be provided to such
Facility, the appropriate parties, and such other matters as the parties may, in
their sole discretion, agree. GHC and NeighborCare shall cause their appropriate
subsidiaries to execute Service Agreements for all Facilities on Exhibit "A" as
of the date hereof. In the event of a conflict between this Master Agreement and
a Service Agreement, the Master Agreement shall control.
1.3 NeighborCare agrees to provide the Services in accordance
with professional standards, policies and procedures of GHC and each Facility
(with which NeighborCare has been provided, in writing), and all laws, rules and
regulations that apply or relate to the performance of the Services.
1.4 GHC agrees to use its best efforts to support the
provision of Services by NeighborCare at all times and at all Facilities
receiving such Services.
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 utilize NeighborCare as
its exclusive provider of Services, upon terms to be negotiated among
NeighborCare, GHC and such Third Party Operator.
1.6 NeighborCare shall provide Medicare Part B supplies and
services and Medicare Part B claim filing services, upon terms described in the
Service Agreement.
1.7 GHC and NeighborCare agree to negotiate in good faith to
enter into arrangements whereby: (a) GHC shall contract directly with certain
manufacturers of enteral products ("Enteral Products"), durable medical
equipment (specifically excluding oxygen concentrators and specialty beds,
"DME") and other non-pharmaceutical products historically purchased by GHC (or
its predecessor) from NeighborCare ("Other Products") to receive "end user
pricing;" and (b) NeighborCare shall distribute the Enteral Products and DME to
GHC Facilities for a fee priced at the fair market value of such distribution
services. Until such time as those arrangements are completed, GHC shall
purchase all of the needed Enteral Products, DME and Other Products from
NeighborCare upon the terms described in the Service Agreement.
1.8 NeighborCare shall provide the following additional
services:
1.8.1 Utilization Management. NeighborCare agrees to
participate with GHC in a joint committee to review drug utilization at the
Facilities; to establish a formulary; to provide such reports as GHC may
reasonably request relating to utilization; and to review the role of the
consultant pharmacist. GHC agrees to use its best efforts to comply with the
agreed-upon formulary.
1.8.2 Dedicated NeighborCare Relationship Representative.
NeighborCare shall designate one of its full-time employees, who is reasonably
acceptable to GHC, to implement the terms of this Master Agreement and the
Service Agreements, as well as address any concerns and resolve any issues which
may be raised by GHC from time to time which relate in any manner to this Master
Agreement or the Service Agreements.
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1.8.3 Credit Issuance Reports. NeighborCare shall
provide to GHC, as reasonably requested by GHC, a report comparing products
which GHC has returned to NeighborCare; to credits issued by NeighborCare for
such returned products, and an explanation of the reasons why returned products
did not entitle GHC to a credit.
2. Fees; Billing.
2.1 Pricing and manner of billing for all products and
services shall be as described in the Service Agreement; provided, however, that
NeighborCare shall have the right to adjust prices which are not determined by
formula, not more often than once per contract year (i.e. between anniversary
dates of this Agreement, a "Contract Year"), to account for increases in its
costs in providing such Services (including inflation).
2.2 Payment Terms.
2.2.1 GHC will pay for any Services obtained for its own
account, or for any Services for which any Facility is responsible for payment,
within 30 days of receipt of an invoice from NeighborCare. NeighborCare reserves
the right to provide Services on a C.O.D. basis if GHC fails to keep payments
current in accordance with this section 2.2.1.
2.2.2 The parties acknowledge that NeighborCare will invoice
by Facility, but GHC will aggregate all Facilities' invoices and pay all such
invoices collectively to NeighborCare to such place and by such method as
reasonably directed by NeighborCare. GHC and NeighborCare shall agree on a
single billing date to be used at all Facilities and shall implement such single
billing date no later than three months following the date of this Master
Agreement. NeighborCare and GHC agree to work together in good faith to develop
electronic billing within six months of the date of this Master Agreement.
2.2.3 Any invoice not fully paid within 30 days of receipt of
an invoice from NeighborCare will accrue interest at the rate of 1.5% per month,
provided that, in no event will interest be charged in excess of the amount
permitted by applicable law. GHC agrees to reimburse NeighborCare for any and
all costs incurred to collect payment from GHC or any Facility, including,
without limitation, reasonable attorneys' fees.
2.2.4 GHC shall be entitled to a 1% discount if it pays
NeighborCare in full within 20 days of receipt of an invoice from NeighborCare;
provided, however, that the 1% discount shall not be available in any state
where the resulting amount being paid by GHC would be lower than the amount paid
by Medicaid.
2.3 If a resident's coverage is "pending" under the applicable
state Medical Assistance Program ("MAP"), GHC agrees to pay for any Services
supplied to such residents upon, and NeighborCare agrees to hold all billings to
GHC regarding such residents until, the earliest of: (a) denial of MAP coverage
by MAP; (b) the expiration of the state Retroactive Approval Period, with
respect to Services provided prior to such period; and (c) 90 days.
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2.4 With respect to residents receiving Services pursuant to
this Agreement who are not covered under MAP or private insurers who have
authorized NeighborCare to be a participating provider for such Services
("Private Pay Residents"), NeighborCare will bill Private Pay Residents
directly.
2.5 Pricing Reductions.
2.5.1 GHC shall be eligible for a pricing reduction for
pharmacy products and services as described on Schedule "A" to the Service
Agreement (the "Pricing Reduction") if and so long as the aggregate number of
SNF beds served by NeighborCare at the Facilities pursuant to this Agreement,
taking into account all additions and deletions of beds for any reason,
increases over 18,882 (the "Baseline Beds"), as follows:
- --------------------------------------- ----------------------------------------
Additional SNF Beds Over Baseline Beds Pricing Reduction (Aggregate)
- -------------------------------------- -----------------------------
- --------------------------------------- ----------------------------------------
More than 2,499 but less than 5,000 2.6%
- --------------------------------------- ----------------------------------------
More than 4.999 but less than 7,000 5.1%
- --------------------------------------- ----------------------------------------
7,000 or more 7.2%
- --------------------------------------- ----------------------------------------
2.5.2 NeighborCare shall provide to GHC a revised
pricing table (as described on Schedule "A" of the Service Agreement) reflecting
the Pricing Reduction as soon as reasonably practicable after GHC becomes
entitled to the Pricing Reduction. NeighborCare may adjust prices of individual
items such that the adjustment for any such item is more or less than the
applicable Pricing Reduction, provided that the aggregate adjustment effectuates
the Pricing Reduction.
2.6 Five Year Anniversary Pricing Adjustment. At least
180 days prior to the fifth anniversary date of this Master Agreement, GHC and
NeighborCare shall negotiate in good faith to modify the pricing under this
Master Agreement and all Service Agreements (the "Five Year Price Adjustment")
to reflect the median pricing provided by NeighborCare to NeighborCare's 10
largest customers other than GHC (as determined by number of SNF beds);
provided, however, that if GHC is not one of NeighborCare's 10 largest customers
as of the negotiation commencement date, the pricing shall reflect the median
pricing of the largest number of NeighborCare customers which is a multiple of 5
and which includes GHC (by way of example only, if GHC is NeighborCare's 11th,
12th, 13th, 14th or 15th largest customer, the pricing would reflect the median
pricing provided by NeighborCare to NeighborCare's 15 largest customers). The
Five Year Price Adjustment shall take effect on the fifth anniversary date of
this Master Agreement and remain in effect for the remainder of the Initial
Term. As part of such negotiations, the parties shall in good faith negotiate
the appropriate charge to add, if any, for the Utilization Management services
described in section 1.8.1 hereof. If the parties have not reached agreement on
the Five Year Price Adjustment by the date which is 90 days prior to the fifth
anniversary date of this Master Agreement, either party may submit the matter to
dispute resolution pursuant to section 24 hereof.
3. Term and Termination.
3.1 The term of this Master Agreement shall commence on
December 1, 2003, and shall continue in full force and effect for a period of
ten (10) years, through November 30, 2013 (the "Initial Term"). Subsequent to
the Initial Term, subject to section 3.2 hereof, this Agreement shall
automatically renew for one additional five year term, i.e. through
November 30, 2018 (the "Renewal Term").
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3.2 With respect to the Renewal Term only, if GHC obtains a
written, bona fide offer which GHC desires to accept from a qualified provider
of Services to provide substantially similar Services at no less than 85% of the
Facilities then served by NeighborCare for the Renewal Term at rates which are,
in the aggregate, more favorable to GHC than the rates then in effect pursuant
to this Agreement (the "Competing Offer"), GHC shall promptly notify
NeighborCare in writing of all of the terms of the Competing Offer and offer
NeighborCare the right to match such offer. GHC shall provide such notice, if
any, not less than one hundred eighty (180) days prior to the expiration of the
Initial Term. GHC shall provide NeighborCare with any information promptly and
reasonably requested by NeighborCare which NeighborCare deems necessary to
evaluate the Competing Offer. If NeighborCare 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 NeighborCare pursuant to the preceding sentence, GHC may terminate
this Agreement as of the expiration of the Initial Term, in order to accept the
Competing Offer. In such case, in the event that the Competing Offer does not
remain in effect for the entire length of the Renewal Term, GHC shall provide to
NeighborCare, for the remainder of the Renewal Term, a right to match any future
proposals to provide Services to the Facilities upon terms substantially similar
to the right to match described in this section 3.2.
3.3 In the event this Master Agreement terminates for any
reason whatsoever, each and every Service Agreement shall automatically
terminate on the same date.
3.4 If GHC or NeighborCare shall commit a material breach of a
material provision of this Master 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 "Additional Cure Period"), provided, further,
that the Additional Cure Period shall not be available with respect to monetary
defaults by GHC.
3.5 The parties agree that a material breach which affects
only one Facility or any individual Service Agreement shall not be considered a
breach of this Master Agreement; such breach shall be governed by section 3.7
hereof.
3.6 Termination of this Master Agreement shall not affect the
rights and obligations of the parties arising out of any Services performed
prior to the effective date of such termination.
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3.7 If GHC or NeighborCare reasonably determines that
there is a material breach of a material provision of this Agreement which
affects only one Facility or of an individual Service Agreement, and such
material breach continues for a period of thirty (30) days after written notice
by the non-defaulting party specifying the material breach in question and
requesting that the material breach be cured, then the individual Service
Agreement with respect to such Facility only (a "Terminating Facility") will
terminate, at the option of the non-defaulting party, upon 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
Additional Cure Period, provided, further, that the Additional Cure Period shall
not be available with respect to monetary defaults by GHC. If GHC terminates an
individual Service Agreement pursuant to this provision, the Option to Service
Other Facilities, as described herein, shall not apply to the Terminating
Facility.
3.8 Dispositions by GHC.
3.8.1 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 or any Service Agreement by GHC or
any Facility, except as specifically provided in this section 3.8.
3.8.2 GHC may terminate this Agreement (a "Disposition
Termination") with respect to a Facility, and the corresponding Service
Agreement, upon 90 days prior written notice to NeighborCare, in connection with
(i) a sale, divestiture or other disposition (including lease termination or
expiration) of the Facility to a third party which is not then an Affiliate of
GHC; or (ii) the closure of cessation of operations of the Facility, provided,
however that GHC has first used its best efforts to persuade the buyer or
successor operator of such Facility, if any, to assume the applicable Service
Agreement, subject to the limitations in the following sentence. Anything to the
contrary in this Agreement notwithstanding, the Disposition Termination right
described in this section 3.8.2 shall be limited to a maximum of five (5)
Facilities in the first Contract Year, an aggregate of 10 Facilities through the
second Contract Year, an aggregate of 20 Facilities through the third Contract
Year, and a maximum of 30 Facilities over the Initial Term. Section 3.8.1 and
section 5 of this Agreement shall apply beyond such limits.
3.8.3 The assignment of a Service Agreement by GHC may
be permitted by section 14 (Assignment), and if GHC validly assigns a Service
Agreement in accordance with section 14, such assignment shall not be considered
a Disposition Termination.
4. Option to Service Other Facilities.
4.1 GHC agrees to promptly (in advance if possible, but no
later than thirty (30) days following consummation of the change) notify
NeighborCare of any actual or proposed additions to the list of Facilities it
operates. The initial list of Facilities is attached as Exhibit "B."
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4.2 NeighborCare shall have the option, during the term of
this Agreement or any renewal thereof, to provide Services to any Facility
operated by GHC to which NeighborCare is not then currently providing Services
and to which NeighborCare is capable of providing Services. NeighborCare, at its
discretion, may notify GHC in writing: (a) that it has or will have the
capability to provide Services to a Facility; and (b) the date upon which
NeighborCare desires to commence providing Services to such Facility, which
shall not be earlier than sixty (60) days after such notice. GHC agrees that, at
the expiration of the agreement for Services then in effect at such Facility, or
at such time as the Facility can terminate the existing agreement for Services
with no penalty or liability, such Facility shall enter into a Service Agreement
with NeighborCare.
4.3 In connection with any Facility proposed to be added to
the Facilities operated by GHC (i.e. through acquisition, lease or start-up), to
which NeighborCare does not provide Services, GHC shall use reasonable
commercial efforts to avoid entering into, assuming, renewing or extending terms
of an agreement for Services such that GHC would be unable to accommodate an
exercise by NeighborCare of its Option to Service such Facility, and
specifically GHC shall not directly enter into any agreement for Services for an
initial term of longer than one (1) year and following such initial term, which
does not provide GHC with the right to terminate such agreement, without cause,
at any time, in ninety (90) days or less.
5. Liquidated Damages. If this Agreement or any Service Agreement is
terminated by NeighborCare due to a material breach by GHC, or by GHC other than
in accordance with its terms, prior to the expiration of its term, or if GHC
fails to comply with section 4 with respect to facilities which become
Facilities, then NeighborCare will be entitled to recover immediately from GHC
as liquidated damages, and not as a penalty, an amount equal to $12,000 per
Facility (or all of them) multiplied by the remaining number of months in the
term (or fraction thereof). Both parties acknowledge and agree that the damages
which NeighborCare would suffer upon the termination of this Agreement or a
Service Agreement would be difficult to calculate, and that the liquidated
damages set forth herein represent the parties' reasonable estimate of the
actual damages that would be incurred by NeighborCare in the event of any such
termination. The liquidated damages payable under this subparagraph shall be in
addition to amounts payable under this Agreement or any Service Agreement for
goods sold, services rendered and other claims and charges attributable to the
period prior to the effective date of the termination.
6. Independent Contractor. In performing the Services hereunder, the
parties acknowledge and agree that NeighborCare 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, NeighborCare is not exclusively
limited to performing services for GHC and is entitled to provide services for
parties other than GHC.
7. Insurance. At all times during the term of this Master Agreement,
GHC and NeighborCare 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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8. Indemnification.
8.1 GHC shall indemnify and hold harmless NeighborCare 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 Master Agreement.
8.2 NeighborCare shall indemnify and hold harmless GHC 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 NeighborCare
in connection with this Master Agreement.
8.3 The provisions of Sections 8.1 and 8.2 shall survive
termination of this Master Agreement.
9. Proprietary Items. It is expressly understood that the systems
(electronic or manual), methods, procedures and written materials (not including
all or any portion of information which (i) becomes generally available to the
public other than as a result of a disclosure by the recipient, or (ii) was or
becomes rightfully available to the recipient on a non-confidential basis from a
source other than the owner; provided, that such source is not prohibited from
disclosing such information to the recipient by a contractual, legal or
fiduciary obligation to owner, collectively, "Confidential Information")
employed by either GHC or NeighborCare are proprietary in nature and shall
remain the property of GHC or NeighborCare, as the case may be. GHC and
NeighborCare agree not to utilize, distribute, copy, disclose to any third party
or otherwise employ or acquire Confidential Information of the other party,
unless prior written approval is obtained from the party owning the information,
except in the performance of such party's obligations under this Master
Agreement or otherwise required by law. This provision shall survive termination
of this Master Agreement.
10. Non-Competition and Non-Solicitation. Through the later of: (a)
November 30, 2015 or (b) a period of two (2) years following the termination of
this Master 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
NeighborCare'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 NeighborCare then does business:
10.1 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,
NeighborCare, in any manner that interferes with such Person's relationship with
NeighborCare 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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10.2 market or sell, in any manner other than in
furtherance of the business and interests of NeighborCare, any service that is
competitive with any service of the Restricted Business; or
10.3 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.
10.4 "Restricted Business" means the business of
providing prescription and non-prescription medications, whether oral, IV,
topical or other, pharmacy consulting services, Medicare Part B supplies and
services, Medicare Part B claim filing services, durable and disposable medical
supplies and equipment, and related services to long term care facilities and
the patients and/or residents thereof. "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.
11. Exclusivity. NeighborCare will be the sole and exclusive provider
of Services to the residents at the Facilities for which NeighborCare has
exercised its option to service during the term of this Master Agreement, except
in cases where an individual resident (either directly or by election of the
resident's responsible party or third party payor) has chosen to purchase
particular Services from another provider, unless otherwise required by law or
permitted by this Agreement, or as required by a third party payor with respect
to residents of a Facility covered by such payor (after Facility has used its
best efforts to cause such provider to utilize NeighborCare). Notwithstanding
the foregoing, NeighborCare may notify GHC that it is unable to provide certain
Services to a Facility or Facilities, in which case GHC or the Facility, as the
case may be, for so long as NeighborCare cannot provide such Services, may
obtain the Services from an alternative provider.
12. Notices. Any notice, request, demand, consent, approval or other
communication required or permitted under this Master 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:
If to NeighborCare: NeighborCare
7 East Lee Street
Baltimore, Maryland 21202
Attention: Law Department
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If to GHC: Genesis HealthCare Corporation
101 East State Street
Kennett Square, PA 19348
Attention: Law Department
Any party may change its address for purposes of the Section by giving
the other parties ten (10) days prior written notice in accordance with this
section.
13. 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 this
Master Agreement, NeighborCare 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 Master Agreement and such books,
documents and records as are necessary to certify the nature and extent of the
costs of the services provided by NeighborCare under this Master Agreement.
NeighborCare further agrees that in the event it carries out any of its duties
under this Master 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.
14. Assignment; Binding Effect; Subcontracting.
14.1 Neither NeighborCare 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, NeighborCare 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 service and/or
quality levels at least comparable to those currently provided by NeighborCare.
14.2 Neither NeighborCare nor GHC may assign any Service
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,
provided, however, that: (a) NeighborCare or GHC may assign this Master
Agreement or any Service Agreement to an Affiliate of NeighborCare or GHC, as
the case may be; (b) NeighborCare may assign any Service Agreement to a joint
venture of which NeighborCare is a part; without the consent of, but upon prior
written notice to, GHC; and (c) NeighborCare may assign any Service Agreement
upon prior written notice to GHC but without GHC's consent if the proposed
assignee is a Qualified Provider.
4.3 NeighborCare may not subcontract any of its duties or
obligations under this Agreement or any Service Agreement without the prior
written consent of GHC, which consent shall not be unreasonably withheld,
conditioned or delayed provided, however, that NeighborCare may subcontract with
an Affiliate of NeighborCare, a joint venture of which NeighborCare is a part,
or a Qualified Provider, without the consent of, but upon prior written notice
to, GHC.
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14.4 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.
15. 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 Master
Agreement shall not be deemed to constitute the continuing waiver of the same or
any other term or condition.
16. 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.
17. 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, Baltimore City.
18. Headings. The captions herein have been inserted solely for
convenience of reference and shall not constitute a part of this Master
Agreement, nor shall they affect the meaning, construction or effect of this
Master Agreement.
19. 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 Master Agreement and supersedes all prior
understandings, agreements or arrangements between them, including directly
between a Facility and NeighborCare with respect to the subject matter of this
Master Agreement.
20. Severability. If any provision of this Master Agreement or the
application thereof to any person or situation shall, to any extent, be held
invalid or unenforceable, the remainder of this Master 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.
21. Counterparts. This Agreement may be executed in two or more
counterparts each of which will be deemed an original, but together will
constitute one and the same instrument.
22. Program Representations. GHC and NeighborCare hereby represent,
warrant and covenant to each other that as of the date of this Agreement, and
for the entire term and any renewal hereof, with respect to any federal health
care program as defined in section 1128B of the Social Security Act (42 U.S.C.
1320a-7b(f)) or any State health care program as defined in section 1128B of the
Social Security Act (42 U.S.C. 1320a-7b(h)) (collectively, the "Programs"):
11
neither (a) the representing party; (b) any individual with a direct or indirect
ownership or control interest of five percent (5%) or more of the representing
party; nor (c) any director, officer, agent or employee of the representing
party; has ever been debarred, suspended or excluded from any Program. Each
party covenants to immediately notify the other in writing if this
representation is no longer true.
23. Change in Law / Terminology.
23.1 Notwithstanding anything to the contrary contained in
this Master Agreement, in the event that any applicable law or regulation, or
any interpretation thereof, at any time, is modified, implemented or determined
to prohibit or restrict in any way the terms of this Master Agreement, then
NeighborCare and GHC agree to negotiate in good faith to amend this Master
Agreement and each Service Agreement in a manner consistent with such change and
the intent of the parties. If the parties cannot agree on appropriate amendments
to this Master Agreement in accordance with this Section 23, the parties agree
to submit the matter to dispute resolution in accordance with Section 24 hereof.
23.2 If "average wholesale price," or other descriptors of
pricing in this Agreement or any Service Agreement are no longer reasonably
commercially available to be utilized to determine pharmacy pricing, the parties
shall promptly re-negotiate the specific pricing applicable to the Services, to
a substantially equivalent amount.
23.3 If the parties cannot agree on appropriate amendments to
this Master Agreement in accordance with this Section 23, the parties agree to
submit the matter to dispute resolution in accordance with Section 24 hereof.
24. Dispute Resolution and Arbitration
24.1. Agreement to Arbitrate. The procedures set forth in this
Section 24 shall apply to all disputes, controversies or claims (whether
sounding in contract, tort or otherwise) that may arise out of or relate to, or
arise under or in connection with, this Agreement or the commercial or economic
relationship of the parties relating hereto or thereto. Each party agrees that
the procedures set forth in this Section 24 shall be the sole and exclusive
remedy in connection with any dispute, controversy or claim relating to any of
the foregoing matters and irrevocably waives any right to commence any Action
(as defined below) in or before any Governmental Authority (as defined below),
except as expressly provided in Section 24.11(c) and except to the extent
provided under the Arbitration Act (as defined below) in the case of judicial
review of arbitration results or awards. Each party irrevocably waives any right
to any trial by jury with respect to any claim, controversy or dispute set forth
in the first sentence of this Section 24.1. For the purposes of this Section 24,
"Action" means any demand, action, suit, countersuit, arbitration, inquiry,
proceeding or investigation by or before any Governmental Authority or any
arbitration or mediation tribunal; "Governmental Authority" means any U.S.
federal, state or local court, government, department, commission, board,
bureau, agency, official or other regulatory, administrative or governmental
authority; and "Arbitration Act" means the United States Arbitration Act, 9
U.S.C. Sections 1-14, as the same may be amended from time to time.
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24.2. Efforts to Resolve Disputes; Mediation. It is the intent
of the parties to use all reasonable efforts to negotiate and resolve
expeditiously any dispute, controversy or claim between or among them that may
arise from time to time on a mutually acceptable negotiated basis. The parties
may, by mutual consent, retain a mediator to aid in any attempt to informally
negotiate resolution of any dispute, although any opinion expressed by a
mediator shall be strictly advisory and shall not be binding on the parties, nor
shall any opinion expressed by the mediator be admissible in any arbitration
proceedings. Costs of mediation shall be borne equally by the parties involved
in the matter, except that each party shall be responsible for its own expenses.
Mediation is not a prerequisite to a demand for arbitration under Section 24.3.
24.3. Demand for Arbitration. At any time before the
Applicable Deadline (as defined below), any party involved in the dispute,
controversy or claim may make a written demand (the "Arbitration Demand Notice")
that the dispute be resolved by binding arbitration. Any Arbitration Demand
Notice must be asserted within one year after the later of the occurrence of the
act or event giving rise to the underlying claim or the date on which such act
or event was, or should have been, in the exercise of reasonable due diligence,
discovered by the party asserting the claim (as applicable and as it may in a
particular case be specifically extended by the parties in writing, the
"Applicable Deadline"). Any discussions, negotiations or mediations between the
parties pursuant to this Agreement or otherwise will not toll the Applicable
Deadline unless expressly agreed in writing by the parties. Each of the parties
agrees that if an Arbitration Demand Notice with respect to a dispute,
controversy or claim is not given prior to the expiration of the Applicable
Deadline, such dispute, controversy or claim will be barred. Subject to Sections
24.11(c), upon delivery of an Arbitration Demand Notice prior to the Applicable
Deadline, the dispute, controversy or claim shall be decided by an Arbitration
Panel in accordance with the rules set forth in this Section 24.
24.4. Arbitration Panel. When an Arbitration Demand Notice is
given, the parties involved in the dispute, controversy or claim shall attempt
to select a sole arbitrator satisfactory to all such parties. In the event the
parties are not able jointly to select a sole arbitrator, such parties shall
each appoint an arbitrator within 30 days after delivery of the Arbitration
Demand Notice. In the event that a sole arbitrator is not selected, the two
chosen arbitrators, within 30 days after the appointment of the later of them to
be appointed, will in turn choose a third arbitrator, and the three arbitrators
thus chosen will constitute the arbitration panel.
24.5. Commencement and Place of Arbitration. The sole
arbitrator or arbitration panel (as applicable, the "Arbitration Panel") will
meet within 30 days of the last appointment to commence the arbitration, which
period may be extended upon the agreement of the arbitrators. The Arbitration
Panel will set a time for the hearing of the matter which will commence no later
than 90 days after the date of the last appointment. The place of any
arbitration hereunder will be as agreed upon by the parties, or, if the parties
are unable to agree, as set by the Arbitration Panel.
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24.6. Arbitration Hearings. The matter shall be presented to
the arbitrator at a hearing by means of written submissions of memoranda and
verified witness statements, filed simultaneously, and responses, if necessary
in the judgment of the arbitrator or both the parties. If the Arbitration Panel
deems it to be appropriate for a fair resolution of the dispute, live
cross-examination or direct examination may be permitted. The Arbitration Panel
shall actively manage the arbitration with a view to achieving a just, speedy
and cost-effective resolution of the dispute, claim or controversy. The
arbitration hearing will be no longer than 30 full hearing days, unless in the
judgment of the Arbitration Panel the matter is complex and sophisticated and
thereby requires a longer time. The Arbitration Panel may set time and other
limits on the presentation of each party's case, its memoranda or other
submissions, and may refuse to receive any proffered evidence, which the
Arbitration Panel find to be cumulative, unnecessary, irrelevant or of low
probative nature. Except as otherwise set forth herein, any arbitration
hereunder will be conducted in accordance with the CPR Rules for
Non-Administered Arbitration of Business Disputes then prevailing (except that
the arbitration will not be conducted under the auspices of the CPR and the fee
schedule of the CPR will not apply). To the extent that the provisions of this
Agreement and the prevailing rules of the CPR conflict, the provisions of this
Agreement shall govern.
24.7. Arbitration Decision. The final decision of the
Arbitration Panel will be rendered in writing to the parties not later than 60
days after the last hearing date, unless otherwise agreed by the parties in
writing. The decision of the Arbitration Panel will be final and binding on the
parties, and judgment thereon may be had and will be enforceable in any court
having jurisdiction over the parties. Arbitration awards will bear interest at
an annual rate of the Prime Rate plus 2% per annum.
24.8. Discovery and Related Matters. Any party involved in the
applicable dispute may request limited document production from the other party
or parties of specific and expressly relevant documents. Any such discovery
shall be conducted expeditiously, and it is intended that discovery shall be
limited as compared to the provisions of the Federal Rules of Civil Procedure.
Depositions shall not occur except by consent of the parties or by order of the
Arbitration Panel. Disputes concerning the document production or other
discovery will be determined by written agreement of the parties involved in the
applicable dispute or, failing such agreement, will be referred to the
Arbitration Panel for resolution. All discovery requests will be subject to the
proprietary rights and rights of privilege of the parties, and the Arbitration
Panel will adopt procedures to protect such rights and to maintain the
confidential treatment of the arbitration proceedings (except as may be required
by Applicable Law (as defined below)). Subject to the foregoing, the Arbitration
Panel shall have the power to issue subpoenas to compel the production of
documents relevant to the dispute, controversy or claim. For the purposes of
this Section 24, "Applicable Law" means any applicable federal, state, or local
law, statute, common law, ordinance, directive, rule, regulation, judgment,
order, injunction, decree, arbitration award, agency requirement, authorization,
approval, consent, license, permit or requirement of, or agreement with, any
Governmental Authority.
24.9. Arbitration Panel's Authority. The Arbitration Panel
shall have full power and authority to determine issues of arbitrability and to
interpret or construe the applicable provisions of this Agreement and to fashion
appropriate remedies for breaches of this Agreement (including interim or
permanent injunctive relief); provided that the Arbitration Panel shall not have
14
any right or authority (i) in excess of the authority a court having
jurisdiction over the parties and the controversy or dispute would have absent
these arbitration provisions or (ii) to modify the terms of this Agreement. It
is the intention of the parties that in rendering a decision the Arbitration
Panel give effect to the applicable provisions of this Agreement and follow
Applicable Law (it being understood and agreed that this sentence shall not give
rise to a right of judicial review of the arbitrator's award).
24.10. Confidentiality. Except as required by Applicable Law,
the parties agree that the existence and contents of the entire arbitration,
including the award, shall be deemed a compromise of a dispute under Rule 408 of
the Federal Rules of Evidence, shall not be discoverable in any proceeding,
shall not be admissible in any court (except for the enforcement thereof) or
arbitration and shall not bind or collaterally estop either party with respect
to any claim or defense asserted by any third party. Except as required by
Applicable Law, the parties shall hold, and shall cause their respective
officers, directors, employees, agents and other representatives to hold, the
existence, content and result of the arbitration or any mediation in confidence
in accordance with the provisions of this Agreement, and except as may be
required in order to enforce any award. Each of the parties shall request that
any mediator or arbitrator comply with such confidentiality requirement.
24.11. Certain Additional Matters. (a) If a party fails or
refuses to appear at and participate in an arbitration hearing after due notice,
the arbitrator may hear and determine the controversy upon evidence produced by
the appearing party.
(b) Arbitration costs will be borne equally by each
party involved in the matter, except that each party will be responsible for its
own attorney's fees and other costs and expenses, including the costs of
witnesses selected by such party.
(c) Prior to the time at which the Arbitration Panel
are appointed, any party may seek one or more temporary restraining orders in a
court of competent jurisdiction if necessary in order to preserve and protect
the status quo. Neither the request for, or grant or denial of, any such
temporary restraining order shall be deemed a waiver of the obligation to
arbitrate as set forth herein and the Arbitration Panel may dissolve, continue
or modify any such order.
(d) In the event that at any time any member of the
Arbitration Panel shall fail to serve as an arbitrator for any reason, the
appropriate party or the two party-selected arbitrators, as the case may be,
shall select a new arbitrator, in accordance with the procedures set forth in
Section 24.4. The extent, if any, to which testimony previously given shall be
repeated or may be relied upon based on the stenographic record (if there is
one), shall be determined by the replacement arbitrator.
24.12. Continuity of Performance and Remaining Obligations.
Unless otherwise agreed in writing, the parties will continue to provide service
and honor all other commitments under this Agreement during the course of
dispute resolution pursuant to the provisions of this Section 24 with respect to
all matters not subject to such dispute, controversy or claim.
15
24.13. Law Governing Arbitration Procedures. The
interpretation of the provisions of this Section 24, only insofar as they relate
to the agreement to arbitrate and any procedures pursuant thereto, shall be
governed by the Arbitration Act and other applicable federal law. In all other
respects, the interpretation of this Agreement shall be governed as set forth in
Section 16 (Governing Law).
25. HIPAA.
25.1 Privacy Rule Compliance. NeighborCare, 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. NeighborCare 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 NeighborCare of a use or disclosure of PHI by
NeighborCare 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
NeighborCare available to the Secretary of the Department of Health and Human
Services for determining NeighborCare's compliance with Federal regulations.
25.2 Transaction and Security Regulations Compliance. To the
extent the Agreement involves the exchange of information using Electronic Media
in a transaction, GHC and NeighborCare 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, NeighborCare 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 NeighborCare's facilities,
software and systems, all as required by, and more specifically set forth in,
the Federal Transaction Regulations and the Federal Security Regulations.
25.3 HIPAA Termination Right. In the event that NeighborCare
materially breaches any of the provisions of this section 25, 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 NeighborCare in accordance with
the notice and cure provisions of section 3.4 or 3.7 above, as appropriate.
16
25.4 Effect of Termination. Upon termination of the Agreement
for any reason, NeighborCare, if feasible, will return or destroy all PHI
received from, or created or received by NeighborCare on behalf of GHC that
NeighborCare 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 NeighborCare maintains such PHI. The provisions of
this provision shall survive the expiration or termination of the Agreement.
26. Pharmacy Audits.
(i) Right to Audit; Obligation to Cooperate and Assist.
NeighborCare shall permit GHC to audit from time to time, through a third-party
accounting firm or other qualified party selected by GHC ("Auditor") at GHC's
cost (except as otherwise provided herein), during reasonable business hours,
the records of NeighborCare with respect to the rates charged by NeighborCare
for products and services provided to GHC (each "an Audit"); provided that GHC
may not audit the records of NeighborCare more than once during any period of
one hundred eighty (180) days or later than one (1) year after the termination
or expiration of this Agreement; and provided, further, that GHC shall give
NeighborCare not less than ten (10) days written notice of its intention to
commence such an audit. NeighborCare shall cooperate fully with and use its best
efforts to facilitate each Audit, including without limitation by explaining to
the Auditors the operation of such entities' computerized pricing systems and
assisting them in accessing the information they request, through appropriately
qualified managerial and supervisory personnel.
(ii) Audit Adjustments; Arbitration of Disputes. In the event
that GHC believes, as the result of any Audit or otherwise, that NeighborCare
has charged GHC prices which are higher than those specified in this Agreement,
then GHC may notify NeighborCare of such fact and the parties shall meet and
review the information which GHC believes indicates the same. If the parties
agree that the prices charged exceeded those which are called for by this
Agreement, then NeighborCare shall (i) within five (5) business days thereafter,
correct its pricing, (ii) refund the amount of any overcharges, plus interest on
such overcharges at the rate of 1% per month from the date GHC paid such amount
to the date such refund is actually received by GHC (or, as applicable, credit
outstanding accounts receivable retroactive to the date of the original charge),
and (iii) if such overcharges represent five percent (5%) or more of the total
charges to GHC, reimburse GHC for all reasonable costs and fees of the Auditor
in conducting such Audit. In the event that the parties are unable to agree upon
whether there were any overcharges or the amount(s) of same, either party may
submit such dispute to arbitration under the terms described in section 24
hereof. Within five (5) days after any Arbitration decision determining that
overcharges did occur, NeighborCare shall within five (5) business days
17
thereafter (i) correct their pricing, (ii) refund to GHC the amount of any
overcharges, plus interest on such overcharges at the rate of 1% per month from
the date GHC paid such amount to the date such refund is actually received by
GHC (or, as applicable, credit outstanding accounts receivable retroactive to
the date of the original charge), and (iii) if such overcharges represent five
percent (5%) or more of the total charges to GHC, reimburse GHC for all
reasonable costs and fees of the Auditor in conducting such Audit.
(iii) Confidentiality. Information obtained in any Audit shall
be deemed Confidential Information of NeighborCare, and shall be held in
confidence by GHC in accordance with Section 9 above. The Auditor shall be
required to execute a confidentiality agreement containing customary terms and
conditions for the benefit of NeighborCare and GHC. In connection with the Five
Year Price Adjustment, GHC shall not be entitled to learn the identity of or
other details relating to NeighborCare's 10 largest customers, but that
information will be provided to the Auditor, if any.
27. Wisconsin Facilities. GHC operates, directly or indirectly, 2
facilities in the state of Wisconsin, described in an addendum to Exhibit "B"
hereof (the "Wisconsin Facilities"). The parties acknowledge that: (a) the SNF
beds at the Wisconsin Facilities (the "Wisconsin Beds") are not included in the
bed count in section 2.5.1 above; (b) the Wisconsin Beds shall not be included
in the calculation of the Pricing Reduction as described in section 2.5 hereof;
(c) the termination of the Service Agreements at the Wisconsin Facilities shall
not count toward the limitation on dispositions described in section 3.9 hereof,
and the liquidated damages described in section 5 hereof shall not apply, except
to the extent that: (i) the Wisconsin Facilities are sold and the buyer does not
enter into at least 5 year contracts with NeighborCare at comparable pricing; or
(ii) GHC terminates the Service Agreements at the Wisconsin Facilities and
engages a replacement provider of Services.
SIGNATURES ON NEXT PAGE
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have duly executed this Master Agreement as of the day and year first written
above.
NeighborCare Pharmacy Services, Inc.
By: /s/ John Arlotta
----------------------------------
Name: John Arlotta
Title: Chairman and Chief Executive Officer
Genesis HealthCare Corporation:
By: /s/ George V. Hager, Jr.
----------------------------------
Name: George V. Hager, Jr.
Title: Chief Executive Officer
19
EXHIBIT "A"
[LOGO OMITTED]
FORM OF PHARMACY SERVICES AGREEMENT
This PHARMACY SERVICES AGREEMENT ("Agreement") is made and entered into
as of the __day of ________, ____, by and between ____________________, d/b/a
NeighborCare ("NeighborCare"), and _______________, d/b/a
__________________________, solely in connection with the Facility located at
__________________ ("Facility").
BACKGROUND
A. NeighborCare is qualified, licensed and capable of
providing various products and services to skilled nursing and other health care
facilities and their residents, including prescription and non-prescription
medications, whether oral, IV, topical or other; pharmacy consulting services;
Medicare Part B supplies and services; Medicare Part B claim filing services;
certain durable and disposable medical supplies and equipment; distribution
services relating to Enteral Products and DME; and related services as required
by applicable law and as reasonably requested by each Facility.
B. Facility desires to contract with NeighborCare to provide
the pharmacy services described herein to residents at the Facility, and
NeighborCare agrees to provide such services, pursuant to the terms and
conditions set forth herein. In addition, Facility agrees to contract for and
NeighborCare agrees to provide the following services (collectively, the
"Services"):
___ Medicare Part B Supplies and Services (Exhibit "A")
___ Medicare Part B Claim Filing Services (Exhibit "B")
___ Consultant Pharmacy Services (Exhibit "C")
___ Durable and Disposable Medical Supplies and Equipment (Exhibit "D")
AGREEMENT
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 and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. Duties and Responsibilities of NeighborCare.
1.1 Services. NeighborCare agrees to provide Services to
Facility as requested by Facility pursuant to the order of the resident's
attending physician or for Facility's account. Such Services will be packaged to
meet the specifications of a medication distribution system mutually agreed upon
by Facility and NeighborCare (the "Distribution System"). NeighborCare agrees to
provide the Services in accordance with professional standards, the policies and
procedures of Facility (which Facility has provided in writing) and all laws,
rules and regulations that apply or relate to the performance of the Services.
1.2 Equipment. NeighborCare will make available to Facility
the medication carts and related equipment necessary for effective utilization
of the Distribution System during the term of this Agreement. Such equipment is
deemed "NeighborCare Equipment." NeighborCare will, at its expense, be
responsible for ongoing maintenance and repairs to the "NeighborCare Equipment"
unless the need for such maintenance and repair is due to the Facility's abuse
of the equipment. In such event, the expense for maintenance and repairs will be
borne by the Facility.
1.3 Records. As reasonably requested by Facility,
NeighborCare will utilize a computerized clinical record system which will
include resident information, physician orders, and medication records. Facility
shall pay NeighborCare at the rates described in Schedule "A" for such clinical
record services.
1.4 Supply. NeighborCare will furnish and replenish, on a
regular basis, an emergency and interim medication supply, the composition of
which will comply with federal and state regulations, and be mutually agreed
upon in writing by NeighborCare and Facility. Facility will assist NeighborCare
in its efforts to allocate inventory removed from the interim supply to
individual residents, and Facility agrees to pay NeighborCare directly for
contents which cannot be so allocated.
1.5 Fax Machine. NeighborCare will provide a fax machine,
where allowed by law, to be used by Facility employees solely for the purpose of
communicating orders to NeighborCare. The fax machine will be deemed
"NeighborCare Equipment," and will remain the property of, and controlled by,
NeighborCare and will be installed at a location selected by and arranged for by
the Facility. The Facility will pay for installation charges (for a direct dial
line), supplies, and phone charges.
1.6 Delivery. NeighborCare agrees to provide delivery
services to Facility Monday through Saturday during NeighborCare's regular
business hours, and on an emergency basis, except for circumstances and
conditions beyond its control, which will include, but not limited to,
situations where NeighborCare's manufacturer/supplier is unable to provide the
required item and NeighborCare is unable to provide an acceptable alternative.
The parties may mutually agree in writing to other hours of delivery. Actual
frequency of delivery for IV products may be determined by patient acuity and
drug stability. In the event NeighborCare cannot furnish an ordered medication
on a prompt and timely basis, NeighborCare will make arrangements with another
pharmacy supplier in a community local to Facility to provide such Service(s) to
the Facility.
A-2
1.7 Utilization Management. NeighborCare agrees to
participate with Facility in a joint committee to review drug utilization; to
establish a formulary; to provide such reports as Facility may reasonably
request relating to utilization; and to review the role of the consultant
pharmacist. Facility agrees to use its best efforts to comply with the
agreed-upon formulary.
2. Duties and Responsibilities of Facility.
2.1 Facility agrees to use its best efforts to support the
provision of Services by NeighborCare at all times and at all Facilities
receiving such Services.
2.2 Space and Storage. Facility agrees to provide and maintain
adequate space, and equipment and supplies in accordance with industry practice,
required for NeighborCare to perform the Services. Facility agrees that it is
responsible for the storage and safe handling of all equipment, products and
supplies at the Facility.
2.3 Operations. Facility agrees that it is and will remain
solely responsible for direct care rendered to Facility's residents, for the
provision of skilled nursing services to its residents including all direct and
indirect IV nursing care and for all activities necessary for the operation of
Facility under applicable federal and state laws, including but not limited to:
(a) acceptance of residents in accordance with Facility's admission policies, a
true and complete copy of which have been previously provided to NeighborCare;
(b) maintenance of complete and timely clinical records for each resident; (c)
communication with each resident's attending physician; (d) acquisition from
each resident's attending physician of required orders and certifications; (e)
compliance with federal and state requirements for long term care facilities
under the Medicare, Medicaid and other programs including, without limitation,
requirements concerning contracting with outside vendors and suppliers; (f)
except where NeighborCare may bill directly to a third party, assurance of the
medical necessity of services billed or claimed, completeness, accuracy and
timeliness of all such claims submitted and the responsibility and
accountability for all medical, professional and ethical affairs relating to the
Facility and its residents; and (g) obtaining resident's or responsible party's
signature on the NeighborCare customer agreement.
2.4 Exclusivity. NeighborCare will be the sole and exclusive
provider of Services to the residents at the Facility during the term of this
Agreement, except in cases where an individual resident (either directly or by
election of the resident's responsible party or third party payor) has chosen to
purchase particular Services from another provider, unless otherwise required by
law or permitted by this Agreement, or as required by a third party payor with
respect to residents of a Facility covered by such payor (after Facility has
used its best efforts to cause such provider to utilize NeighborCare).
Notwithstanding the foregoing, Facility agrees to cause any other providers of
similar services to utilize any systems and to comply with any policies and
procedures developed by Facility and NeighborCare relating to the Services to be
provided by NeighborCare pursuant to this Agreement, to insure efficient
administration of such systems, policies and procedures. Facility agrees to
indemnify NeighborCare from any injury or damage that may result to any person
or property, by or from any act or omission by Facility in connection with its
responsibilities under this section, and by or from any act or omission of such
other providers.
A-3
2.5 Infusion Supplies. Facility will assure that there are at
all times adequate supplies necessary to provide complete and appropriate IV
therapy services to Facility residents. NeighborCare may make available to
Facility those IV therapy equipment and supply items Facility wishes to stock on
the premises, at the prices described on Schedule "A" hereof.
2.6 Infusion Services. Facility will provide adequate and
appropriately trained staff, including but not limited to nurses, to furnish
specialized IV therapy to residents of the Facility. If Facility staff require
specialized training, refresher courses, or continuing education to develop or
update their skills, Facility will arrange for or provide this specialized
training. NeighborCare will bill Facility directly for clinical education and
professional services as listed in Schedule "B" hereof.
2.7 Billing Data and Reimbursement Status. Prior to the
provision of any Services to a resident of the Facility, Facility will provide
NeighborCare with information on such resident including source of
reimbursement; responsible party and/or guarantor of payment, if applicable;
Medicare and Medicaid number; and such other information as may be requested by
NeighborCare. Facility will notify NeighborCare, within 24 hours, of any changes
in any resident's residency status (including but not limited to room changes or
discharges), source of reimbursement or guarantor of payment. Facility will
provide to NeighborCare, within 24 hours of admission, the source of residents'
third party funds and resident/family resources for payment of Services
furnished by NeighborCare, including but not limited to copies of insurance
coverage; prescription plan, Medicare and Medicaid cards; or financial screens.
Facility agrees that if it does not provide the information described in this
section in the time and manner indicated herein, then notwithstanding any
provision to the contrary herein (including all exhibits), NeighborCare may bill
Facility, and Facility shall be responsible, for such Services at its usual and
customary charge for such Services
3. Billing and Fees.
3.1 Charges to Facility. For Services provided to residents
for whose care Facility is "financially responsible" and for Services obtained
for Facility's own account, NeighborCare shall bill Facility directly, at the
rates in Schedule "A" hereof, provided, however, that NeighborCare shall have
the right to adjust prices which are not determined by formula, not more often
than once per contract year (i.e. between anniversary dates of this Agreement),
to account for increases in its costs in providing such Services (including
inflation). Facility shall be considered "financially responsible" for Services
where Facility is not eligible to be separately reimbursed for such Services,
including, but not limited to residents whose care is covered by Medicare Part A
or a managed care arrangement.
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3.2 All Other Payors. For Services provided other than for
which Facility is financially responsible as described in section 3.1 above,
NeighborCare shall bill the responsible party or third party payor, as described
below, at NeighborCare's usual and customary price (or other price negotiated by
NeighborCare with such person or payor).
3.2.1 Medical Assistance.
(a) If a resident has valid coverage under
the applicable State Medical Assistance Program ("MAP"), NeighborCare will bill
MAP directly for all Services provided to the resident for which NeighborCare
may be reimbursed directly by MAP. NeighborCare will bill Facility directly, and
Facility shall be responsible for, for all Services for which NeighborCare may
not be reimbursed directly by MAP.
(b) If a resident's coverage is "pending"
under the applicable state Medical Assistance Program ("MAP"), Facility agrees
to pay for any Services supplied to such residents upon, and NeighborCare agrees
to hold all billings to Facility regarding such residents until, the earliest
of: (i) denial of MAP coverage by MAP; (ii) the expiration of the state
Retroactive Approval Period, with respect to Services provided prior to such
period; and (iii) 90 days.
3.2.2 Private Pay Residents. With respect to
residents receiving Services pursuant to this Agreement who are not covered
under MAP or private insurers who have authorized NeighborCare to be a
participating provider for such Services ("Private Pay Residents"), NeighborCare
will bill Private Pay Residents directly.
3.2.3 Private Third Party Payors. If a resident has
valid coverage under a private insurance plan with a third party payor,
NeighborCare may, at its option, bill Facility, resident or such payor directly
at its usual and customary rates or, at NeighborCare's discretion, negotiated
rates, for all Services provided to the resident for which NeighborCare may be
reimbursed directly by such payor (including, but not limited to, Services which
are "add-ons" or "exclusions" from per diem managed care arrangements).
NeighborCare will bill Facility directly, and Facility shall be responsible, for
all Services for which NeighborCare may not be reimbursed directly by such
Payor.
3.3 Additional Services. Any specialized services provided by
NeighborCare not included in the scope of services stipulated herein would be
subject to additional charges which will be agreed upon in advance in writing by
both parties.
3.4 Payment Terms.
3.4.1 Facility will pay for any Services obtained for
its own account, or for any Services for which any Facility is responsible for
payment, within 30 days of receipt of an invoice from NeighborCare. NeighborCare
reserves the right to provide Services on a C.O.D. basis if Facility fails to
keep payments current in accordance with this section.
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3.4.2 Any invoice not fully paid within 30 days of
receipt of an invoice from NeighborCare will accrue interest at the rate of 1.5%
per month, provided that, in no event will interest be charged in excess of the
amount permitted by applicable law. Facility agrees to reimburse NeighborCare
for any and all costs incurred to collect payment from Facility or any Facility,
including, without limitation, reasonable attorneys' fees.
3.4.3 Facility shall be entitled to a 1% discount if
it pays NeighborCare in full within 20 days of receipt of an invoice from
NeighborCare.
3.5 Disputes. Facility will notify NeighborCare, in writing,
within thirty (30) days of the billing date of the NeighborCare invoice
indicating any amounts in dispute. In the event of any dispute arising from any
claim or bill submitted by NeighborCare, NeighborCare will have access to all
reasonable and necessary documents and records that would, in the discretion of
NeighborCare, tend to sustain its claim. Further, where Facility is an
intermediary in the processing of claims, Facility will promptly furnish to
NeighborCare any information regarding the status of the claim and will grant to
any fiscal agency involved the right to discuss the status of the claim with
NeighborCare.
4. Term and Termination.
4.1 Term. The term of this Agreement shall commence on _______
__, 2003, and shall continue in full force and effect for a period of ten (10)
years, through _______ __, 2013 (the "Initial Term"). Subsequent to the Initial
Term, subject to section 4.2 hereof, this Agreement shall automatically renew
for one additional five year term, i.e. through _______ __, 2018 (the "Renewal
Term").
4.2 With respect to the Renewal Term only, if Facility obtains
a written, bona fide offer which Facility desires to accept from a qualified
provider of Services to provide substantially similar Services for the Renewal
Term at rates which are, in the aggregate, more favorable to Facility than the
rates then in effect pursuant to this Agreement (the "Competing Offer"),
Facility shall promptly notify NeighborCare in writing of all of the terms of
the Competing Offer and offer NeighborCare the right to match such offer.
Facility shall provide such notice, if any, not less than one hundred eighty
(180) days prior to the expiration of the Initial Term. Facility shall provide
NeighborCare with any information promptly and reasonably requested by
NeighborCare which NeighborCare deems necessary to evaluate the Competing Offer.
If NeighborCare does not notify Facility in writing that it will match the
Competing Offer within ninety (90) days from the later of receipt of such
written notice from Facility or receipt from Facility of the information
requested by NeighborCare pursuant to the preceding sentence, Facility may
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terminate this Agreement as of the expiration of the Initial Term, in order to
accept the Competing Offer. In such case, in the event that the Competing Offer
does not remain in effect for the entire length of the Renewal Term, Facility
shall provide to NeighborCare, for the remainder of the Renewal Term, a right to
match any future proposals to provide Services to the Facilities upon terms
substantially similar to the right to match described in this section.
Notwithstanding the foregoing, no notice of non-renewal by Facility in
connection with a Competing Offer or otherwise will be valid unless Facility is
current in its payments to NeighborCare pursuant to this Agreement.
4.3 No Termination Upon Sale. Any sale, lease, assignment,
delegation or transfer of all or any portion of the Facility's management,
operations, facilities, assets or business to any other person, corporation or
entity, including any Facility management company, will not constitute grounds
for the termination or modification of this Agreement by Facility.
4.4 Material Breach. If Facility or NeighborCare reasonably
determines that there is a material breach of a material provision of this
Agreement, and such material breach continues 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 "Additional Cure
Period"), provided, further, that the Additional Cure Period shall not be
available with respect to monetary defaults by Facility.
4.5 Other Terminations. NeighborCare will have the right to
terminate this Agreement: (i) immediately, if any license, permit or approval
required for the operation of Facility cannot be obtained or is at any time
suspended; or (ii) immediately, in the event of voluntary or involuntary
bankruptcy or similar insolvency actions by or against Facility.
4.6 Obligations Upon Termination or Expiration.
4.6.1 Termination of this Agreement will not affect
the rights and obligations of the parties arising out of any Services performed
prior to the effective date of such termination. Upon any termination of this
Agreement for any reason whatsoever, Facility will be entitled to cancel any
order then outstanding and for reasonable cancellation charges incurred by
NeighborCare.
4.6.2 Facility acknowledges that after notice of
termination has been given by either party, for any reason whatsoever, and even
if such notice is subject to revocation or cure, it is the sole duty of Facility
to promptly notify residents of Facility of the termination, and to arrange to
provide alternative products and services to residents of Facility to whom
Services were provided by NeighborCare, without interruption of medically
necessary services. Facility agrees to indemnify NeighborCare from any injury or
damage that may result to any person or property, by or from any act or omission
by Facility in connection with its responsibilities under this section.
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4.6.3 Within fifteen (15) days following termination,
at a time and place to be mutually agreed, Facility and NeighborCare will meet
to resolve outstanding balances due to NeighborCare and other issues with
respect to termination. Facility acknowledges that if it refuses to participate
in such meeting, all amounts determined by NeighborCare as due from Facility, as
evidenced by invoices delivered by NeighborCare to Facility, will be deemed to
be correct. All amounts payable to NeighborCare from Facility under this
Agreement or otherwise will be due and payable to NeighborCare thirty (30) days
following termination.
4.7 Liquidated Damages. If this Agreement is terminated by
NeighborCare due to a material breach by Facility, or by Facility other than in
accordance with its terms, prior to the expiration of its term, then
NeighborCare will be entitled to recover immediately from Facility as liquidated
damages, and not as a penalty, an amount equal to $12,000 multiplied by the
remaining number of months in the term (or fraction thereof). Both parties
acknowledge and agree that the damages which NeighborCare would suffer upon the
termination of this Agreement would be difficult to calculate, and that the
liquidated damages set forth herein represent the parties' reasonable estimate
of the actual damages that would be incurred by NeighborCare in the event of any
such termination. The liquidated damages payable under this subparagraph shall
be in addition to amounts payable under this Agreement for goods sold, services
rendered and other claims and charges attributable to the period prior to the
effective date of the termination.
5. Representations, Warranties and Covenants. Facility and NeighborCare
hereby represent, warrant and covenant to each other that as of the date of this
Agreement, and for the entire term and any renewal hereof:
5.1 Each party is a duly organized, validly existing and in
good standing under the laws of its state of formation and has all requisite
legal power, licenses, certifications and permits to enter into this Agreement
and to perform its obligations hereunder. To the best knowledge of the parties
or unless already publicly disclosed, there is no pending investigation of
either party by JCAHO and no criminal, civil or administrative action, audit, or
investigation by a fiscal intermediary or by the federal government or any state
government, which is not otherwise conducted in the ordinary course of business
and which could be expected to adversely affect either party's right to receive
a material portion of Medicare and Medicaid reimbursement to which it would
otherwise be entitled, right to participate in the Medicare and Medicaid
programs, or otherwise have a material adverse effect on the receipt of Medicare
and Medicaid reimbursement by either party to this Agreement.
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5.2 This Agreement has been duly executed and delivered by
each and is the legal, valid and binding obligation of each, fully enforceable
against each in accordance with its terms. Neither is party to any contract,
agreement or obligation that would prevent or hinder it from entering into this
Agreement or performing its duties hereunder; nor is any approval or consent of
any person, firm or other entity required to be obtained for the authorization
or execution of this Agreement or the performance of duties hereunder.
5.3 With respect to any federal health care program as defined
in section 1128B of the Social Security Act (42 U.S.C. 1320a-7b(f)) and
physician anti-self referral statutes (42 U.S.C. ss. 1395nn or any State health
care program as defined in section 1128B of the Social Security Act (42 U.S.C.
1320a-7b(h)) (collectively, the "Programs"), neither party, nor any individual
with a direct or indirect ownership or control interest of five percent (5%) or
more of such party, nor any director, officer, or employee of such party; has
ever been debarred, suspended or excluded from any Program. Each party covenants
to immediately notify the other in writing if this representation is no longer
true. This transaction is not intended to, nor does it, require any party to
violate the federal anti-kickback or physician anti-self referral laws, and this
transaction shall not be interpreted to:
5.3.1 require NeighborCare, or any partner,
shareholder, employee or independent shareholder of NeighborCare, to make
referrals to Facility, be in a position to make or influence referrals to
Facility, or otherwise generate business for Facility or to reward NeighborCare
or any partners, shareholders, employees or independent contractors of
NeighborCare, for making such referrals; or
5.3.2 restrict NeighborCare, or any partner,
shareholder, employee or independent contractor of NeighborCare, from
establishing medical staff privileges at, referring any patient to, or otherwise
generating any business for any other skilled nursing Facility or other health
care Facility.
6. Independent Contractor. In performing the Services hereunder, the
parties acknowledge and agree that NeighborCare is acting as an independent
contractor and not as the agent, partner or employee of Facility. This Agreement
will not create a joint venture, partnership or other joint business
relationship. Neither party has authority to bind the other to any third party
or otherwise to act in any way as the representative of the other. As an
independent contractor, NeighborCare is not exclusively limited to performing
Services for Facility and is entitled to provide Services for parties other than
the Facility.
7. Insurance. At all times during the term of this Agreement, Facility
and NeighborCare 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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8. Indemnification; Warranties.
8.1 Facility shall indemnify and hold harmless NeighborCare
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
Facility in connection with this Agreement.
8.2 NeighborCare shall indemnify and hold harmless Facility
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
NeighborCare in connection with this Agreement.
8.3 NEIGHBORCARE MAKES NO WARRANTIES WHATSOEVER HEREUNDER,
INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE WITH RESPECT TO ANY PRODUCTS PROVIDED HEREUNDER. FACILITY AGREES TO RELY
SOLELY UPON THE DESCRIPTIONS AND WARRANTIES CONTAINED ON THE PRODUCTS SOLD,
RENTED OR PROVIDED PURSUANT HERETO AND TO ENFORCE ALL SUCH WARRANTIES SOLELY
AGAINST THE MANUFACTURER OF SUCH PRODUCTS. FACILITY ACKNOWLEDGES AND AGREES THAT
NEIGHBORCARE IS NOT THE MANUFACTURER OF ANY PRODUCTS SOLD, RENTED OR PROVIDED
PURSUANT HERETO.
8.4 Sections 8.1 through 8.3 will survive termination of this
Agreement and completion of the parties' duties under this Agreement.
9. Confidentiality. It is expressly understood that the systems
(electronic or manual), methods, procedures and written materials (not including
all or any portion of information which (i) becomes generally available to the
public other than as a result of a disclosure by the recipient, or (ii) was or
becomes rightfully available to the recipient on a non-confidential basis from a
source other than the owner; provided, that such source is not prohibited from
disclosing such information to the recipient by a contractual, legal or
fiduciary obligation to owner, collectively, "Confidential Information")
employed by either Facility or NeighborCare are proprietary in nature and shall
remain the property of Facility or NeighborCare, as the case may be. Facility
and NeighborCare agree not to utilize, distribute, copy, disclose to any third
party or otherwise employ or acquire Confidential Information of the other
party, unless prior written approval is obtained from the party owning the
information, except in the performance of such party's obligations under this
Agreement or otherwise required by law. This provision shall survive termination
of this Agreement.
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10. Notices. Any notice, request, demand, consent, approval of 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:
If to NeighborCare: NeighborCare
7 East Lee Street
Baltimore, MD 21202
Attention: Law Department
If to Facility: ________________________
________________________
________________________
Any party may change its address for purposes of this section by giving the
other party's ten (10) days prior written notice in accordance with this
section.
11. Books and Records.
11.1 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 this Agreement, NeighborCare 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 NeighborCare under this Agreement.
NeighborCare 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.
11.2 Ownership and Retention of Records. Except as otherwise
provided in this Agreement (including the applicable exhibits), all documents
considered to be part of residents' medical record will be and remain the
property of Facility and upon termination of this Agreement, any original items
in NeighborCare's possession will be delivered to Facility. NeighborCare will be
entitled to maintain a copy of the records unless otherwise prohibited by
federal or state law. NeighborCare and Facility agree to maintain all books and
records in sufficient detail and for such a period of time as required by
federal and state regulations.
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11.3 Availability of Records. During the term of this
Agreement and following expiration or termination of this Agreement for any
reason whatsoever, in accordance with applicable laws, Facility agrees to make
available to NeighborCare all resident records and other relevant information
requested in connection with the performance of the Services.
11.4 Audit Notification. If Facility is required to disclose
books, documents, or records pursuant to this provision for purpose of an audit,
Facility shall notify NeighborCare of the nature and scope of such request and
Facility shall make available, upon the written request of NeighborCare, all
such books, documents or records, during regular business hours of Facility.
11.5 Reimbursement Denial. Facility shall indemnify and hold
NeighborCare harmless in the event that any amount of reimbursement is denied or
disallowed because of the failure of Facility or any subcontractor to comply
with its obligations to maintain and make available books, documents or records
pursuant to this paragraph 11.5. Such indemnity shall include, but not be
limited to, the amount of reimbursement denied, plus any interest, penalties,
and reasonable attorney's fees.
11.6 Rights. This paragraph pertains solely to the maintenance
and disclosure of specified records and shall have no effect on the right of the
parties to the Agreement to make assignments or deletions.
12. Assignment; Binding Effect; Subcontracting.
12.1 Neither NeighborCare nor Facility 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,
provided, however, that: (a) NeighborCare or Facility may assign this Agreement
to an Affiliate of NeighborCare or Facility, as the case may be; (b)
NeighborCare may assign this Agreement to a joint venture of which NeighborCare
is a part; without the consent of, but upon prior written notice to, Facility;
and (c) NeighborCare may assign this Agreement upon prior written notice to
Facility but without Facility's consent if the proposed assignee is a Qualified
Provider, defined as a provider which provides service and/or quality levels at
least comparable to those currently provided by NeighborCare.
12.2 NeighborCare may not subcontract any of its duties or
obligations under this Agreement without the prior written consent of Facility,
which consent shall not be unreasonably withheld, conditioned or delayed
provided, however, that NeighborCare may subcontract with an Affiliate of
NeighborCare, a joint venture of which NeighborCare is a part, or a Qualified
Provider, without the consent of, but upon prior written notice to Facility.
12.3 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.
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13. 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
will not be deemed to constitute the continuing waiver of the same or any other
term or condition.
14. Governing Law. This Agreement will be deemed to have been made in
and its validity and interpretation will be governed by and construed under the
laws of Maryland, without regard to the conflict-of law rules of Maryland or any
other state.
15. Jurisdiction. Any and all disputes arising under or related to the
Agreement will be subject exclusively to the jurisdiction of the appropriate
state court in Maryland, Baltimore County or federal court in the U.S. District
Court of Maryland, Northern Division.
16. Headings. The captions herein have been inserted solely for
convenience of reference and will not constitute a part of this Agreement, nor
will they affect the meaning, construction or effect of this Agreement.
17. 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.
18. Severability. If any provision of this Agreement or the application
thereof to any person or situation will, 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 will have been
held invalid or unenforceable, will not be affected thereby, but will continue
valid and enforceable to the fullest extent permitted by law.
19. Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but together will
constitute one and the same instrument.
20. Force Majeure. If either party fails to perform its obligations
hereunder (except for the obligation to pay money) because of strikes,
accidents, acts of God, weather conditions, or action or inaction of any
government body or other proper authority or other causes beyond its control,
then such failure to perform will not be deemed a default hereunder and will be
excused without penalty until such time as said party is capable of performing.
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21. Fair Market Value. The amounts to be paid to NeighborCare hereunder
have been determined by the parties through good faith and arms-length
bargaining to be the fair market value of the services to be rendered hereunder.
No amount paid or to be paid hereunder is intended to be, nor will it be
construed as, an offer, inducement or payment, whether directly or indirectly,
overtly or covertly, for the referral of patients by Facility to NeighborCare,
or by NeighborCare to Facility, or for the recommending or arranging of the
purchase, lease or order of any item or service. For purposes of this section,
NeighborCare and Facility will include each such entity and any affiliate
thereof. No referrals are required under this Agreement.
22. HIPAA.
22.1 Privacy Rule Compliance. NeighborCare, to the extent it
is deemed a "Business Associate" of Facility 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. NeighborCare 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 NeighborCare of a use or disclosure of PHI by
NeighborCare in violation of the requirements of this Agreement; (iv) report to
Facility 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 Facility, or created or received by
NeighborCare available to the Secretary of the Department of Health and Human
Services for determining NeighborCare's compliance with Federal regulations.
22.2 Transaction and Security Regulations Compliance. To the
extent the Agreement involves the exchange of information using Electronic Media
in a transaction, Facility and NeighborCare 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, NeighborCare 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
NeighborCare's facilities, software and systems, all as required by, and more
specifically set forth in, the Federal Transaction Regulations and the Federal
Security Regulations.
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22.3 HIPAA Termination Right. In the event that NeighborCare
materially breaches any of the provisions of this section, or declines to
implement any changes that are required or reasonably requested to ensure
material compliance with HIPAA and related laws and regulations, Facility may
terminate the Agreement upon written notice to NeighborCare in accordance with
the notice and cure provisions of section 4.4 above.
22.4 Effect of Termination. Upon termination of the Agreement
for any reason, NeighborCare, if feasible, will return or destroy all PHI
received from, or created or received by NeighborCare on behalf of Facility that
NeighborCare still maintains in any form and retain no copies of such
information or, if such return or destruction is not feasible, shall notify
Facility 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 NeighborCare maintains such
PHI. The provisions of this provision shall survive the expiration or
termination of the Agreement.
23. No Third Party Beneficiaries. Nothing in this Agreement is intended
nor will be deemed to confer any benefits on any third party.
24. Change in Law / Terminology.
24.1 Notwithstanding anything to the contrary contained in
this Agreement, in the event that any applicable law or regulation, or any
interpretation thereof, at any time, is modified, implemented or determined to
prohibit or restrict in any way the terms of this Agreement, then NeighborCare
and Facility agree to negotiate in good faith to amend this Agreement in a
manner consistent with such change and the intent of the parties.
24.2 If "average wholesale price," or other descriptors of
pricing in this Agreement are no longer reasonably commercially available to be
utilized to determine pharmacy pricing, the parties shall promptly re-negotiate
the specific pricing applicable to the Services, to a substantially equivalent
amount.
24.3 If the parties cannot agree on appropriate amendments to
this Agreement in accordance with this section, the parties agree to submit the
matter 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 NeighborCare and
Facility.
25. Non-Solicitation. During the term of this Agreement and for a
period of two years following the termination of this Agreement, Facility will
not, directly or indirectly, for Facility or on behalf of any other person or
business entity, solicit, recruit, entice or persuade any employee of
NeighborCare to leave the employ of NeighborCare or to contract with Facility or
any third party.
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have duly executed this Agreement as of the day and year first written above.
NEIGHBORCARE: FACILITY:
By: ____________________ By: __________________
Name: Name:
Title: Title
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LIST OF SCHEDULES AND EXHIBITS
(AS APPLICABLE)
SCHEDULE "A" - PRICING
SCHEDULE "B" - CLINICAL EDUCATION AND PROFESSIONAL SERVICES
EXHIBIT "A" - MEDICARE PART B SUPPLIES AND SERVICES
EXHIBIT "B" - MEDICARE PART B CLAIM FILING SERVICES
EXHIBIT "C" - CONSULTANT PHARMACY SERVICES
EXHIBIT "D" - DURABLE AND DISPOSABLE MEDICAL SUPPLIES AND EQUIPMENT
EXHIBITS
NEIGHBORCARE PRICING SCHEDULE A
(AWP pricing based on First Data Bank)
- ----------------------------------------------------- ----------------------------------------------------------------------------
ARTICLE VIII. Therapy/Service Provider Charge
- ----------------------------------------------------- ----------------------------------------------------------------------------
Oral/Topical Medications billed to Facility Prevailing State Medicaid Formula (not including FULs or State MACs)
- ----------------------------------------------------- ----------------------------------------------------------------------------
All IV push/Injectible medications Prevailing State Medicaid Formula (not including FULs or State MACs)
- ----------------------------------------------------- ----------------------------------------------------------------------------
OTC medications 76% of AWP, or if no AWP
110% of NeighborCare Acquisition Cost
- ----------------------------------------------------- ----------------------------------------------------------------------------
IV Hydration $35.00/day
Standard Hydration up to 4L/dy
Additives billed at (AWP - 10%) of drug
- ----------------------------------------------------- ----------------------------------------------------------------------------
TPN (Includes dextrose, standard amino acids, 1 liter - $90.00
electrolytes & trace elements) or Procalamine: 2 liters - $100.00
3 liters - $110.00
- ----------------------------------------------------- ----------------------------------------------------------------------------
Additives for TPN (i.e. Vitamins, heparin, Zofran,
insulin, Zantac, Pepcid, etc.) (AWP - 10%)
- ----------------------------------------------------- ----------------------------------------------------------------------------
All Medications for Infusion Prevailing State Medicaid Formula per bag (not including FULs or State MACs)
- ----------------------------------------------------- ----------------------------------------------------------------------------
All Infusion Supplies 76% of AWP, or if no AWP
110% of NeighborCare Acquisition Cost
- ----------------------------------------------------- ----------------------------------------------------------------------------
Delivery Systems Stationary Pump $10/day
Ambulatory Pump $12/day
Elastomeric Devices $10/dose
- ----------------------------------------------------- ----------------------------------------------------------------------------
Catheter Care $2.00 for heparin/saline flushes
- ----------------------------------------------------- ----------------------------------------------------------------------------
Midline Insertion $150.00 per insertion plus supplies + 20% on nights/weekends/holidays
- ----------------------------------------------------- ----------------------------------------------------------------------------
PICC Insertion $250.00 per insertion plus supplies + 20% on nights/weekends/holidays
- ----------------------------------------------------- ----------------------------------------------------------------------------
Nursing IV Certifications (C.E.U.s) See attached schedule B for details
- ----------------------------------------------------- ----------------------------------------------------------------------------
Nursing Professional Services See attached schedule B for details
- ----------------------------------------------------- ----------------------------------------------------------------------------
Standard Pharmacy Consulting Services $7.00 bed/month
- ----------------------------------------------------- ----------------------------------------------------------------------------
Additional Pharmacy Consulting Services $60.00 per hour
- ----------------------------------------------------- ----------------------------------------------------------------------------
Clinical Records Fee $1.50/bed/mo
- ----------------------------------------------------- ----------------------------------------------------------------------------
Emergency box utilization Per above schedule (IV considered as single dose)
- ----------------------------------------------------- ----------------------------------------------------------------------------
Returns (where allowed by state) Restocking fee: The higher of $5.00 per prescription or the State
Medicaid Allowable Restocking Fee
- ----------------------------------------------------- ----------------------------------------------------------------------------
After hours non-emergency deliveries $50.00 each delivery
o Routine refill (due to Facility error)
o Replace lost med. Cart key
o Non-emergency equipment requests
o Floor stock/OTC orders
o Healthcare supply orders
o Emergency kit exchanges
o Service to a resident not selecting
NeighborCare as primary provider
- ----------------------------------------------------- ----------------------------------------------------------------------------
[LOGO OMITTED]
NeighborCare
Clinical Education and Professional Services - Pricing Schedule B
Clinical education:
Course Listing Contact Hours Charge per Nurse Comments
Peripheral IV Therapy 19.4 $135.00
Total Parenteral Nutrition 2.6 $ 50.00
Care & Maintenance of Central Lines 5.0 $ 50.00
Pain Management 4.8 $ 50.00
Infusion Review Class 6.3 $100.00
Chemotherapy: Nursing Considerations ___ $ 50.00
Administration of Blood Products ___ $ 25.00
Midline Insertion ___ $250.00
Peripheral Phlebotomy ___ $ 50.00
Professional Services: Charge*
Peripheral Insertion or Attempt $ 90.00
Midline/PICC Assessment Only $100.00
Midline Insertion or Attempt $150.00
PICC Insertion or Attempt $250.00
Remove PICC/Non-Tunneled Catheter $150.00
Access or De-Access Implanted Port $150.00
Declot Central Catheters $150.00
Repair Central Catheters $150.00
*20% surcharge for nights/weekends/holidays
[LOGO OMITTED]
EXHIBIT "A"
MEDICARE PART B SUPPLIES AND SERVICES
1. Part B Supplies. NeighborCare will provide medical equipment and
supplies ("Part B Supplies") to Facility residents who are eligible for Medicare
Part B benefits and for which NeighborCare may be reimbursed directly by
Medicare and for whom NeighborCare has received an appropriate assignment of
benefits, pursuant to the order of a resident's attending physician. Part B
Supplies include but are not limited to Enteral, Urological, Ostomy and Wound
Care products and services.
1.1 Pumps for Medicare Part B eligible residents, with medical
necessity as determined by a physician, will be billed to Medicare directly.
1.2 Pumps for all other residents, not covered under Medicare
Part B, will be billed to the facility at a pump rental rate of $60.00 per
month. NeighborCare reserves the right to review and change the rental rates and
purchase prices on the anniversary date of the contract.
2. Billing. To the extent permitted by law, NeighborCare will bill
Medicare directly for all Part B Supplies provided to the resident, utilizing
NeighborCare's supplier number. NeighborCare will, with the assistance of
Facility, obtain all necessary paperwork, information and signatures. All
applicable deductible and co-insurance amounts will be billed to the appropriate
supplemental or secondary insurance or to the residents or their responsible
parties. Notwithstanding the foregoing, NeighborCare reserves the right to bill
Facility directly for any items for which Facility has not provided appropriate
and timely documentation for NeighborCare to bill Medicare (including, for
example, assignment of benefits).
3. Delivery. NeighborCare will provide regularly scheduled deliveries
to the Facility. In addition, NeighborCare will use reasonable efforts to
provide interim deliveries to meet special patient care needs.
4. Responsibilities of Facility.
4.1 Facility acknowledges that Part B Supplies are for use by
Medicare Part B eligible residents only, and covenants to deliver the Part B
Supplies to the appropriate resident. Facility agrees to assist NeighborCare
with inventory management. Facility agrees to pay NeighborCare its usual and
customary charge for any Part B Supplies delivered by NeighborCare but not
delivered by Facility to resident eligible for Medicare Part B benefits or
returned to NeighborCare.
4.2 Facility agrees that it will not file any claim form,
bill, or request for payment or Medicare Part A or Medicaid cost report for any
resident or third party payer for Part B Supplies furnished by NeighborCare
under this Exhibit.
5. Supplier Standards. NeighborCare agrees to comply with all
applicable Medicare standards to receive and maintain a supplier number.
6. Confidentiality of Records. The parties shall (a) comply with all
applicable state and federal laws, including but not limited to HIPAA,
respecting the confidentiality of proprietary information, data and other
confidential or personal information concerning the medical, personal or
business affairs of the parties hereunder or in connection herewith, including
confidential or otherwise protected medical records or personal health
information protected under law; (b) keep confidential all financial, medical,
operating proprietary or business information relating to the parties that is
not otherwise public information, and (c) keep confidential any information, not
described above, specified in writing by either party as confidential
information. For purposes of the foregoing, information shall not be considered
confidential information if such information's disclosure is compelled by court
order, by applicable law or if such information was obtained from an unrelated
third party not itself subject to a confidentiality requirement with respect to
such information.
7. Usage Review. As requested by Facility, NeighborCare will
participate in care planning for residents of the Facility, with respect to the
usage of part B Supplies, and make recommendations to Facility as NeighborCare
deems appropriate.
AA-2
[LOGO OMITTED]
EXHIBIT "B"
CLAIM FILING SERVICES
1. Billing Services. On behalf of Facility, NeighborCare will perform
billing services (the "Claim Filing Services") to Medicare and other mutually
agreed-upon third party payors for products and supplies to residents of the
Facility in the Enteral program, using Facility's supplier number, on the terms
and conditions described herein.
2. Billing Procedures.
2.1 NeighborCare will prepare and submit claims to the primary
third party payor in accordance with NeighborCare's usual billing procedures.
NeighborCare will use reasonable efforts to submit claims within thirty (30)
days of NeighborCare's receipt of complete documentation, as described herein.
2.2 NeighborCare will prepare and submit claims to all
secondary payors, including Medicare or other approved third party program or
guarantor (including the resident) in accordance with NeighborCare's usual
billing procedures.
2.3 As reasonably appropriate, NeighborCare will submit
subsequent third party claims in connection with requests for additional
documentation, receipt of partial payments, or where there has been no response
to the initial submission.
2.4 NeighborCare will pursue appeals through the first tier of
each third party payor's appeal process with the exception of Medicare Part B
where appeals will be pursued through an on-the-record or telephonic fair
hearing.
2.5 NeighborCare will undertake all reasonable collection
efforts in accordance with Facility's policies, in connection with the submitted
claims. In the event claims filing services are terminated by either party,
NeighborCare will continue all reasonable collection efforts.
3. Accounts Receivable System. NeighborCare will establish an accounts
receivable system and furnish Facility with monthly written reports enumerating
patient census, gross revenues, cash receipts and outstanding claims.
4. Fee Screens; Profile. NeighborCare will maintain Medicare and
Medicaid fee screens and profile information. NeighborCare will maintain patient
records for a period of seven (7) years.
5. Special Product Requirements or Utilization. NeighborCare will
develop an extension of services or product utilization form to be completed for
each resident with special
product requirements or product utilization over the limits specified by the
resident's third party payment source.
6. Resident Health Status Changes. As it relates to the Enteral
program, NeighborCare will maintain resident health status changes and product
usage, monitor prescription changes, discharge status, and hospitalizations,
pursuant to information and documentation provided by Facility.
7. Ordering of Supplies. NeighborCare will develop a system to
facilitate the ordering and reordering of supplies, the tracking of product
usage and inventory levels, and assist Facility in determining that acceptable
levels of products are available on site at all times.
8. Supplier Numbers. Facility represents and warrants that as of the
date of this Agreement, and covenants that during the term of this Agreement,
Facility meets all appropriate supplier standards and possesses all necessary
supplier numbers from Medicare, Medicaid and other applicable third party
payors, and will immediately notify NeighborCare if this representation ceases
to be true and accurate.
9. Facility's Representations and Warranties. Facility represents,
warrants and covenants that it will: (a) obtain and provide all necessary
documentation and information to support claims submitted by NeighborCare on the
Facility's behalf in accordance with all laws, regulations and procedures
governing Medicare, Medicaid or other third party payor programs; (b) submit all
such documentation to NeighborCare in a complete, accurate and timely manner,
and in such form as NeighborCare may reasonably require, including, as
appropriate, but not limited to, certificates of medical necessity,
authorizations of benefits, prescriptions, monthly utilization by resident,
resident signatures, Facility charts, nursing notes, personal medical history
and insurance information; and (c) provide to NeighborCare immediately upon
Facility's receipt from any third party payor, copies of any explanation of
medical benefits or other information showing all payments, partial payments,
deductibles and coinsurance information or amounts, and all denied or rejected
claims.
10. Provision of Information. Facility will furnish NeighborCare with
copies of all correspondence from patients, third party payors and others
relating to the Claim Filing Services, including but not limited to remittance
advice forms, explanations of benefits, correspondence indicating payments,
partial payments, deductibles, co-insurance information or amounts, and all
denied or rejected claims, within seven (7) days of receiving the documents from
a third party payor. It is understood that such remittance advice forms, though
the property of Facility, are required by NeighborCare to determine an accurate
and detailed accounting of this program.
11. Facility's Representative. Facility will designate one or more
employee(s) to serve as primary contact(s) to respond to inquiries or to direct
such inquiries to NeighborCare. This representative will oversee the compiling
and transmission of billing and patient information and signature documents. In
addition, the representative will perform such other administrative functions as
may be required in this Agreement.
BB-2
12. Risk of Loss. Facility agrees to accept complete risk of loss due
to the possible nonpayment or partial payment of an individual patient's
Medicare or other third party benefits, as applicable, for any reason
whatsoever.
13. Claim Filing Services Fee. Facility agrees to pay to NeighborCare
$75.00 per month, per resident of the Facility for Claim Filing Services. It is
expressly agreed and understood that NeighborCare's compensation is not related
to any amounts billed by NeighborCare on behalf of Facility or collected by
Facility as a result thereof.
14. Billing Improprieties. NeighborCare reserves the right to refuse to
provide Claim Filing Services if NeighborCare believes that: (a) any
documentation required by a payor or provided by Facility is inaccurate,
misleading or falsified; (b) reimbursement is being sought by Facility or any
other party; or (c) such billing would in any way be improper. Notwithstanding
the foregoing, NeighborCare will not be required to conduct any independent
investigation to verify the accuracy of any information or records provided by
Facility.
15. Confidentiality of Records. The parties shall (a) comply with all
applicable state and federal laws, including but not limited to HIPAA,
respecting the confidentiality of proprietary information, data and other
confidential or personal information concerning the medical, personal or
business affairs of the parties hereunder or in connection herewith, including
confidential or otherwise protected medical records or personal health
information protected under law; (b) keep confidential all financial, medical,
operating proprietary or business information relating to the parties that is
not otherwise public information; and (c) keep confidential any information, not
described above, specified in writing by either party as confidential
information. For purposes of the foregoing, information shall not be considered
confidential information if such information's disclosure is compelled by court
order, by applicable law or if such information was obtained from an unrelated
third party not itself subject to a confidentiality requirement with respect to
such information.
16. Access to Records. If under the Medicare/Medicaid Acts ore
regulations promulgated thereunder, NeighborCare should be deemed to be a
subcontractor and thereby subject to the disclosure requirements of 42 U.S.C.
1395x (v)(1)(I), until the expiration of four (4) years following the completion
of the furnishing of services under this Agreement, then upon written request of
Facility, NeighborCare shall make available to the Secretary of the Department
of Health and Human Services (the Secretary) or of the Comptroller General of
the United States, or any of their duly authorized representatives thereof, a
copy of this Agreement and such books, documents, and records of NeighborCare as
are necessary to certify the nature and extent of the services performed
hereunder. If any of the duties of this Agreement are carried out through a
subcontract, having a value or cost of $10,000 or more over a twelve (12) month
period with an organization within the meaning of 42 C.F.R. 405.427, such
subcontract shall contain a clause to the effect that, until the expiration of
four (4) years after the furnishing of services pursuant to such subcontract,
upon written request of Facility, the related organization shall make available
to the Secretary, Comptroller General, or to any of their authorized
representatives the subcontract, the books, documents and records of the related
organizations as necessary to verify the nature and extent of costs incurred
pursuant to this subcontract.
BB-3
[LOGO OMITTED]
EXHIBIT "C"
PHARMACY CONSULTING SERVICES
1. Policies and Procedures. NeighborCare will assist Facility in the
development and maintenance of policies and procedures for pharmacy
administration including ordering, receiving, dispensing, disposing of and
record keeping for medications. Facility acknowledges that it is solely
responsible for the development and maintenance of, and adherence to, all such
policies and procedures.
2. Requirements. NeighborCare will provide pharmacy consulting services
in conjunction with Facility's duties under applicable law. Such duties may
include, as applicable, monthly inspections of each of the Facility's nursing
stations, the drug storage area, and medical records to monitor compliance with
pharmacy policies and procedures and state and federal regulations; the
provision of a written report regarding the inspections and on the results of
the drug regimen review, noting any irregularities or other areas of concern.
Facility agrees to cause the Director of Nursing and attending physician to act
upon the consultant reports by indicating acceptance or rejection of the reports
pursuant to applicable legal requirements.
3. Utilization Management Program. NeighborCare will assist in the
development of and then participate in a Utilization Management Program for
Facility. The Utilization Management Committee along with a permanent
NeighborCare member will make recommendations to Facility.
4. Formulary Committee. Facility shall develop an internal formulary
committee which will have representation from NeighborCare in the form of a
senior clinician, mutually agreed upon. Facility shall have a mutually agreed
upon representative on NeighborCare's Formulary Committee and Facility asserts
that it will use best efforts to have Facility's formulary comply with that of
NeighborCare.
5. Problem Resolution. NeighborCare commits to developing a problem
resolution program in conjunction with Facility, the first step of which will be
the naming of a dedicated account manager to Facility. Again, NeighborCare
agrees that this position will be filled based upon mutual agreement of Facility
and NeighborCare.
6. Handling, Storage and Distribution. NeighborCare will assist the
Facility in complying with the federal and state regulations regarding drug
handling, storage and distribution.
7. Educational Programs. NeighborCare will provide up to two inservice
programs annually, specifically for the Facility nursing staff in order to meet
all regulatory requirements, related to pharmacy consulting services. The
programs can be selected from a current in-service list provided by
NeighborCare.
8. Quality Assurance Meetings. NeighborCare will participate in
regularly scheduled quarterly quality assurance meetings with the Facility's
staff to review issues regarding pharmacy procedures.
9. Facility Support. Facility agrees to provide the support of all
professional personnel for the consultant pharmacist in the performance of the
assigned duties.
10. Fees. Facility agrees to pay NeighborCare $7.00 per licensed bed
per month, payable in advance. All additional services and/or attendance at
meetings not stipulated in this Agreement will be charged at the rate of $60.00
per hour.
CC-2
[LOGO OMITTED]
EXHIBIT "C-1"
PHARMACY CONSULTING SERVICES
Assisted Living Facilities
1. Policies and Procedures. NeighborCare will assist Facility in the
development and maintenance of policies and procedures for pharmacy
administration including ordering, receiving, dispensing, disposing of and
record keeping for medications. Facility acknowledges that it is solely
responsible for the development and maintenance of, and adherence to, all such
policies and procedures.
2. Requirements. NeighborCare will provide pharmacy consulting services
in conjunction with Facility's duties under applicable law. Such duties may
include, as applicable, inspections of each of the Facility's care stations, the
drug storage area, and any available medical records to monitor compliance with
pharmacy policies and procedures and state and federal regulations; the
provision of a written report regarding the inspections and on the results of
the drug regimen review, noting any irregularities or other areas of concern.
Facility agrees to cause the Director and/or attending physician to act upon any
discrepancies that place either facility or any resident at risk.
3. Problem Resolution. NeighborCare commits to developing a problem
resolution program in conjunction with Facility, the first step of which will be
the naming of a dedicated account manager to Facility. Again, NeighborCare
agrees that this position will be filled based upon mutual agreement of Facility
and NeighborCare.
4. Handling, Storage and Distribution. NeighborCare will assist the
Facility in complying with the federal and state regulations regarding drug
handling, storage and distribution.
5. Educational Programs. NeighborCare will provide up to two inservice
programs annually, specifically for the Facility caregivers in order to meet any
regulatory requirements, related to pharmacy consulting services. The programs
can be selected from a current in-service list provided by NeighborCare.
6. Quality Assurance Meetings. NeighborCare will participate in
regularly scheduled quarterly quality assurance meetings with the Facility's
staff to review issues regarding pharmacy and related procedures.
7. Facility Support. Facility agrees to provide the support of all
professional personnel for the consultant pharmacist in the performance of the
assigned duties.
8. Fees. Facility agrees to pay NeighborCare $7.00 per licensed bed
per quarter, payable in advance. All additional services and/or attendance at
meetings not stipulated in this Agreement will be charged at the rate of $60.00
per hour.
[LOGO OMITTED]
EXHIBIT "D"
MEDICAL SUPPLIES
1. Supplies. NeighborCare will provide certain durable and disposable
medical supplies and equipment and related services (the "Supplies") to the
Facility pursuant to the order of a resident's attending physician, if required,
or for Facility's account. NeighborCare will deliver the Supplies as mutually
agreed by NeighborCare and Facility.
2. Ordering. Facility will comply with NeighborCare's procedures with
respect to the ordering of Supplies. If necessary, NeighborCare will provide
Facility with medical supply order forms.
3. Special Orders. NeighborCare will assist Facility with any purchases
of special order equipment or supplies (items not included in NeighborCare's
price list). Such orders must be specifically authorized by Facility following
the guidelines mutually agreed to by NeighborCare and Facility.
4. Invoices. NeighborCare will provide to Facility itemized invoices
for Supplies ordered and delivered.
5. Returns. Facility acknowledges that only Supplies purchased within
the previous 30 days can be returned for credit, and the items must be in their
original containers, in saleable condition. NeighborCare reserves the right to
charge a restocking fee to Facility for any costs NeighborCare incurs in
connection with any such returned item (i.e. if an item is special ordered and
the manufacturer refunds less than the price NeighborCare paid for the item).
6. Back Orders. Facility acknowledges that out-of-stock conditions may
occur on specific items. Back orders will be automatically filled as soon as
possible. Facility will be notified by NeighborCare about out-of stock
conditions within 24 hours of receipt of Facility's order.
7. Rentals. NeighborCare may, if requested by Facility, rent certain
equipment to the Facility, if the Facility is within NeighborCare's service
area. Facility agrees to pay NeighborCare's rental charges, for such equipment
and to return such equipment to NeighborCare in the same condition as delivered,
ordinary wear and tear excepted. In addition to accrued but unpaid rental
charges, Facility agrees to pay NeighborCare the full replacement value of such
equipment if not promptly returned to NeighborCare, as evidenced by a receipt
signed by a representative of NeighborCare, upon termination of this Agreement
for any reason whatsoever or, if sooner, upon NeighborCare's request.
8. Billing and Pricing. NeighborCare will bill Facility for all
Supplies provided hereunder. The amounts due (including rental charges) are
calculated based on NeighborCare's usual and customary charge. All orders
greater than $300.00 are "freight prepaid." A shipping and handling fee of $
50.00 will be added to all other orders.
DD-2
EXHIBIT "B" -- FACILITIES
11/25/03
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
B-2
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
B-3
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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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B-4
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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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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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B-5
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Lehigh Center Liberty Court/Heritage at Liberty Court Mayo Center t/b/n Somerton Center
Lehigh Nursing Homes, Inc. Geriatric and Medical Services, Inc. Geriatric and Medical Services, Inc.
1718 Spring Creek Road 1526 Lombard Street 650 Edison Avenue
Macungie, PA 18062 Philadelphia, PA 19146 Philadelphia, PA 19116
128 Skilled 150 Skilled 241 Skilled
45 Assisted
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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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Schuylkill Center Silver Stream Center The Belvedere
Schuylkill Nursing Homes, Inc. Geriatric and Medical Services, Inc. Genesis ElderCare Centers
1000 Schuylkill Manor Road 905 Penlyn Pike, P.O. Box 397 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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B-6
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
B-7
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
B-8
- --------------------------------------------- ---------------------------------------- -------------------------------------------
Pleasant View Retirement (ALF)
McKerley Health Care Centers, Inc.
227 Pleasant Street
Concord, NH 03301
72 Assisted
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
------ ----- ------
TOTAL 18,882 1,405 20,287
DE has 16 Independent Living (Seaford) (included in ALF count)
B-9
Wisconsin Facilities
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
Total WI beds - 375 Skilled
29 Assisted
404 Total
B-10