Exhibit 99.7
FORM OF MASTER AGREEMENT
FOR SPECIALTY BEDS
AND
OXYGEN CONCENTRATORS
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 specialty beds, oxygen concentrators 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. 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.
2. Fees; Billing.
2.1 Pricing and manner of billing for all products and
services shall be as described in the Service Agreement.
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 3 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.
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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
five (5) years, through December 1, 2008 (the "Initial Term"). Subsequent to the
Initial Term and any subsequent term, this Agreement shall automatically renew
for additional one year term unless either party provides written notice of its
intent to terminate this Master Agreement at the expiration of the then-current
term and such notice is given at least ninety (90) days prior to the expiration
of the then-current term.
3.2 In the event this Master Agreement terminates for any
reason whatsoever, each and every Service Agreement shall automatically
terminate on the same date; provided, however, if the term of any Service
Agreement, or the life of any piece of equipment subject to any Service
Agreement, has not tolled five (5) years, GHC shall pay NeighborCare the
remaining book value of said equipment and, in turn, GHC shall take ownership of
said equipment.
3.3 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.
3.4 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 3.6
hereof.
3.5 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.
3.6 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.
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3.7 Dispositions by GHC.
3.7.1 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.
3.7.2 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 3.7.2 shall be limited
to a maximum of 5 five 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 3.7.1 and Section 5 of this Agreement shall apply beyond such
limits.
3.7.3 The assignment of a Service Agreement by GHC
may be permitted by section 13 (Assignment), and if GHC validly assigns a
Service Agreement in accordance with section 13, 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."
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.
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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 the remaining
book value (based upon a 5 year life) of any piece of equipment subject to any
Service Agreement per Facility (or all of them) plus $75.00 per bed per month
($10.00 per oxygen concentrator per month) for the remainder of the equipment's
life (as defined above). 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.
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.
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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. 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.
11. 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:
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If to NeighborCare: NeighborCare
7 East Lee Street
Baltimore, Maryland 21202
Attention: Law Department
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.
12. 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.
13. Assignment; Binding Effect; Subcontracting.
13.1 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.
13.2 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.
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13.3 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.
13.4 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.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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.
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21. 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"):
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.
22. Change in Law / Terminology.
22.1 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 22, the parties agree
to submit the matter to dispute resolution in accordance with Section 23 hereof.
22.2 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.
22.3 If the parties cannot agree on appropriate amendments to
this Master Agreement in accordance with this Section 22, the parties agree to
submit the matter to dispute resolution in accordance with Section 23 hereof.
23. Dispute Resolution and Arbitration
23.1. Agreement to Arbitrate. The procedures set forth in this
Section 23 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 23 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 23.11(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 23.1. For the purposes of this Section 23,
"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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23.2. 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 23.3.
23.3. 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
23.11(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 23.
23.4. 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.
23.5. 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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23.6. 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.
23.7. 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.
23.8. 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 23, "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.
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23.9. 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
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).
23.10. 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 this Agreement or any Service 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.
23.11. 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.
(b) 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.
(c) 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 23.4. 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.
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23.12. 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 23 with respect to
all matters not subject to such dispute, controversy or claim.
23.13. Law Governing Arbitration Procedures. The
interpretation of the provisions of this Section 23, 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).
24. HIPAA.
24.1 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.
24.2 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.
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24.3 HIPAA Termination Right. In the event that NeighborCare
materially breaches any of the provisions of this section 24, 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 3.3 or 3.6 above, as appropriate.
24.4 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.
25. 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"), which GHC intends to sell or close by March
31, 2004. The parties acknowledge that: (a) 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 GHC
terminates the Service Agreements at the Wisconsin Facilities and engages a
replacement provider of Services.
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.
SIGNATURES ON NEXT PAGE
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
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EXHIBIT "A"
[GRAPHIC OMITTED]
SERVICE AGREEMENT
This SERVICE AGREEMENT is made as of the ___ day of _____________, 2003, by and
between ________________________d/b/a NeighborCare, a Maryland corporation
("NeighborCare") and______________________ ("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; durable and disposable medical
supplies and equipment, and related services; intravenous therapy products and
related services; and pharmacy consulting services.
B. Facility operates a health care facility known as
_______________, located at_____________________________ .
C. Facility desires to contract with NeighborCare to provide
durable medical equipment and services described in Attachment A, specifically
specialty beds, oxygen concentrators and related services, to residents at the
Facility, and NeighborCare agrees to provide such services, pursuant to the
terms and conditions set forth herein ("Services").
TERMS
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 NeighborCare agrees to provide the Services. Rental rates include
annual preventive maintenance per manufacturer guidelines and repairs of
equipment. Rates also include warehousing of equipment at NeighborCare sites and
delivery and pick up of equipment at facilities.
1.2 NeighborCare agrees to provide the Services substantially in
accordance with professional standards and all laws, rules and regulations that
apply or relate to the performance of the Services.
1.3 As reasonably requested by Facility, NeighborCare will provide
proof of licensure and certification, and will cooperate with Facility in
Facility's efforts to cause the Facility to meet all standards and regulations
of appropriate government agencies and accreditation organizations pertaining to
the Services.
1.4 NeighborCare will make available at the Facility certain equipment
necessary for provision of the Services ("NeighborCare Equipment") to be used by
Facility employees solely for purposes relating to this Agreement. Such
equipment will remain the property of, and controlled by, NeighborCare at all
times. Facility agrees to promptly return to NeighborCare any and all equipment,
supplies, or reference materials at the termination of this Agreement in the
same condition, ordinary wear and tear expected.
2. Duties and Responsibilities of Facility.
2.1 Facility agrees to provide and maintain adequate space, and
equipment and supplies in accordance with industry practice, required for
NeighborCare to perform the Services.
2.2 Facility agrees that it is and will remain solely responsible for
direct care rendered to Facility's residents 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 resident Agreement.
2.3 Facility acknowledges that other providers may provide services to
residents of the Facility which are the same as or related to the Services
provided by NeighborCare. Facility agrees to provide, or to cause such other
providers to provide, any information reasonably requested by NeighborCare with
respect to the services provided by such providers (necessary for NeighborCare
to meet its obligations under this Agreement). By way of example only, Facility
will provide NeighborCare with information required to determine the
appropriateness and efficacy of NeighborCare's 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 2.3, and by or from any act or omission of
such other providers.
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2.4 Facility agrees that it is responsible for the storage and safe
handling of all equipment, products and supplies at the Facility.
2.5 Facility agrees to perform such additional duties set forth in the
exhibits attached hereto, as applicable.
3. 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:
3.1 Each is 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.
3.2 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.
3.3 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)) 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.
3.4 NeighborCare recognizes Facility's right to establish
administrative policies and procedures with respect to the Facility and agrees
to be bound by them, so long as such policies and procedures are reasonable and
adopted in good faith, and NeighborCare is provided advance written notice and
an opportunity to comply with them. Facility will consult with NeighborCare
concerning any policies and procedures, or proposed changes thereto, which would
significantly affect NeighborCare (i.e. would materially change the terms of
this Agreement or would have an adverse effect on NeighborCare) (an "Adverse
Policy"). Following such consultation, in the event an Adverse Policy is
implemented, NeighborCare may, at its option, terminate this Agreement, at
NeighborCare's discretion, upon thirty (30) days written notice to Facility.
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4. Fees and Billing.
4.1 NeighborCare will bill and be compensated for Services in
accordance with the exhibits attached hereto, as applicable. All equipment will
be billed monthly directly to the Facilities where services were provided
regardless of residents insurance coverage. For emergency same day delivery
there will be a $40.00 delivery charge. For overnight shipping of equipment the
cost of shipping will be added to the rental fee. NeighborCare will require a
purchase order or accepted document for approval to provide equipment rentals or
sales to the Facility. If equipment is lost or damaged in the Facility, the
Facility will be charged replacement value for the equipment.
4.2 Prior to the provision of any Services to a resident of the
Facility, Facility will provide NeighborCare with information on such resident.
Facility will notify NeighborCare immediately of any changes in any resident's
residency status (including but not limited to room changes or discharges).
4.3 NeighborCare inservices, as applicable, will be agreed upon in
writing by both parties.
4.4 Any specialized services provided by NeighborCare not included in
the Services stipulated herein will be subject to additional charges which will
be agreed upon in advance in writing by both parties.
4.5 Facility will pay for any Services within thirty (30) days of
receipt of an invoice from NeighborCare. Any invoice not paid within thirty (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 the
Facility, including, without limitation, reasonable attorneys' fees. Amounts due
to NeighborCare by Facility under these payment provisions are due in full
regardless of the Facility's ability to bill or collect from another payment
source, including but not limited to Medicare or Facility residents.
5. Term and Termination.
5.1 The term of this Agreement will commence on the date first written
above and will continue in full force and effect for a period of five (5) years
(the "Initial Term"), and will renew automatically for successive one (1) year
periods, unless either party gives the other written notice of its intention to
terminate no later than one hundred ninety (90) days prior to the end of the
then-current term, or unless sooner terminated as provided herein; provided,
however, no such notice will be valid unless Facility is current in its payments
to NeighborCare pursuant to this Agreement.
5.2 Material Breach.
5.2.1 If NeighborCare or Facility fails to keep, observe or
perform any material covenant, agreement, term or provision of this Agreement (a
"Material Breach"), and such Material Breach continues for a period of thirty
(30) days after written notice by the non-defaulting party specifying the
Material Breach and requesting that the Material Breach be cured, the
non-defaulting party may terminate this Agreement as to the particular Services
with respect to which the defaulting party is in default only, at the
non-defaulting party's discretion, 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 is diligently pursuing such cure,
then the right to give such thirty (30) day notice of termination will be
suspended for the time reasonably necessary to effect such cure.
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5.2.2 Notwithstanding the foregoing, with respect to monetary
defaults of Facility, if Facility fails to make any payment to NeighborCare on
or before the date due, NeighborCare may terminate this Agreement either in its
entirety or as to the particular Services for which Facility is in default, at
NeighborCare's discretion upon twenty (20) days written notice to Facility,
provided, however, that if Facility pays all past due invoices during such
twenty (20) day period, NeighborCare's termination of this Agreement may be
revoked by Facility upon written notice to NeighborCare.
5.3 NeighborCare will have the right to terminate this Agreement either
in its entirety, at NeighborCare's discretion: (a) immediately, if any license,
permit or approval required for the operation of Facility cannot be obtained or
is at any time suspended; or (b) immediately, in the event of voluntary or
involuntary bankruptcy or similar insolvency actions by or against the Facility.
5.4 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, NeighborCare will be entitled to cancel any order then
outstanding and for reasonable cancellation charges incurred by NeighborCare.
5.5 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 the 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 5.5.
5.6 Within thirty (30) 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.
5.7 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 the remaining book value (based upon a 5 year
life) of any piece of equipment plus $75.00 per bed per month ($10.00 per oxygen
concentrator per month) for the remainder of the equipment's life (as defined
above). 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.
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6. Non Solicitation. During the term of this Agreement and for a period of two
(2) years following the termination of this Agreement, Facility will not,
directly or indirectly, for the 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 the
Facility or any third party.
7. 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.
8. Insurance. At all times during the term of this Master 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.
9. Indemnification; Warranties
9.1 NeighborCare will indemnify and hold harmless Facility, its
officers, directors, agents or employees and each of them 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.
9.2 Facility will indemnify and hold harmless NeighborCare and its
officers, directors, agents or employees and each of them, 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.
9.3 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.
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9.4 Sections 9.1 through 9.3 will survive termination of this Agreement
and completion of the parties' duties under this Agreement.
10. Confidentiality. It is expressly understood that NeighborCare may utilize
certain proprietary systems (electronic or manual), methods, procedures, written
materials (such as policy manuals) and other information developed by
NeighborCare ("Confidential Information"). Such Confidential Information will
remain the property of NeighborCare and Facility will not, at any time, unless
prior written approval is obtained from NeighborCare, utilize, distribute, copy,
disclose to any third party or otherwise employ or acquire such Confidential
Information except in the performance of Facility's obligations under this
Agreement. Facility also agrees that it will not disclose NeighborCare's rates
to any third party, except to the extent required by law. Facility hereby
acknowledges that if any breach of this section occurs, NeighborCare would be
irreparably and immediately harmed and could not be made whole by monetary
damages. Accordingly, in addition to any other remedy to which it may be
entitled in law or in equity, NeighborCare will be entitled to an injunction or
injunctions to prevent breaches and/or to compel specific performance of this
section, and Facility will not oppose the granting of such relief on the basis
that monetary damages are adequate. Facility also agrees to reimburse
NeighborCare for all costs and expenses, including reasonable attorney's fees,
incurred by it in enforcing Facility's obligations under this section.
11. 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, Maryland 21202
Attention: Law Department
If to Facility: Genesis HealthCare Corporation
101 East State Street
Kennett Square, PA 19348
Attention: Law Department
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Any party may change its address for purposes of this section by giving the
other parties ten (10) days prior written notice in accordance with this
section.
12. Books and Records.
12.1 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.
12.2 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.
12.3 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.
13. Assignment; Binding Effect; Subcontracting.
13.1 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.
Notwithstanding the foregoing, 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.
13.2 Neither NeighborCare nor Facility 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 Facility may assign this Master
Agreement or any Service Agreement to an Affiliate of NeighborCare or Facility,
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, Facility; and (c) NeighborCare may assign any Service
Agreement upon prior written notice to Facility but without Facility's consent
if the proposed assignee is a Qualified Provider.
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13.3 NeighborCare may not subcontract any of its duties or obligations
under this Agreement or any Service 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.
13.4 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.
14. 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.
15. 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
State of Maryland, without regard to the conflict-of law rules of State of
Maryland or any other state.
16. 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.
17. 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.
18. 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.
19. Severability. Subject to section 23 hereof, 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.
20. 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.
A-9
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. Change in Law. Notwithstanding anything to the contrary contained in this
Agreement, in the event that any Medicare and/or Medicaid law, rule, regulation
or payment policy, or any other applicable law or regulation, or any
interpretation thereof, at any time, is modified, implemented, threatened to be
implemented, or determined to prohibit, restrict or in any way materially change
the terms of this Agreement, or by virtue of the existence of this Agreement has
or will have a material adverse effect on either party, 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. If the parties cannot
agree on appropriate amendments to this Agreement in accordance with this
Section 23, the parties agree to submit the matter to arbitration by the
American Arbitration Association, in accordance with its Commercial Arbitration
Rules, and the decision of such arbitration shall be binding upon NeighborCare
and Facility.
23. Exclusivity. Facility agrees that NeighborCare will be the sole and
exclusive provider of Services to Facility and its residents during the term of
this Agreement, unless otherwise required by law. 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 23, and by
or from any act or omission of such other providers.
24. HIPAA
24.1 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.
A-10
24.2 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.
24.3 HIPAA Termination Right. In the event that NeighborCare materially
breaches any of the provisions of this section 24, 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 this Agreement, as appropriate.
24.4 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.
A-11
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: John Arlotta Name: George Hager
Title: Title:
A-12
[GRAPHIC OMITTED]
================================================================================
Facility Concentrator Rental Pricing
================================================================================
For emergency same day delivery there will be a $40.00 delivery charge. For over
night shipping of concentrators the cost of shipping will be added to the rental
fee. Rental rates include annual preventive maintenance per manufacturer
guidelines and repairs of equipment. Rates also include warehousing of equipment
at NeighborCare sites and delivery and pick up of equipment at facilities.
Oxygen Concentrator $40.00 (per month)
[GRAPHIC OMITTED]
================================================================================
Facility Pricing for Low Air Loss Mattress
================================================================================
For emergency same day delivery there will be a $40.00 delivery charge.
Rental rates include annual preventive maintenance per manufacturer guidelines
and repairs of equipment. Rates also include warehousing of equipment at
NeighborCare sites and delivery and pick up of equipment at facilities.
Plexus Low Air Loss Mattress $9.50/day
(300 lbs. capacity)
A-13
EXHIBIT "B" -- FACILITIES
11/25/03
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Fox Hill Center Glendale Center Groton Regency Center
Health Resources of Rockville, Inc. Genesis Health Ventures of Naugatuck, Health Resources of Groton, Inc.
22 South Street Inc. 1145 Poquonock Road
Rockville, CT 06066 4 Hazel Avenue Groton, CT 06340
150 Skilled Naugatuck, CT 06770-0150 178 Skilled
120 Skilled 81 Assisted
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------------------------
B-2
- ----------------------------------------------------------------------------------------------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------------------------
B-3
- ----------------------------------------------------------------------------------------------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------------------------
B-4
- ----------------------------------------------------------------------------------------------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------------------------
B-5
- ----------------------------------------------------------------------------------------------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------------------------
B-6
- ----------------------------------------------------------------------------------------------------------------------------------
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
- --------------------------------------------- ---------------------------------------- -------------------------------------------
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)
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-7