ASSIGNMENT AGREEMENT
(Millbury, Massachusetts)
THIS ASSIGNMENT AGREEMENT (the "Agreement") is entered into as of the ___
day of June, 1996, by and between CCC of Florida, Inc. ("Assignor") and
CareMatrix of Massachusetts, Inc. ("Assignee").
WITNESSETH:
WHEREAS, Assignor and Sun Healthcare Group, Inc. entered into a certain
Turnkey Construction and Sales Contract dated as of October 19, 1995 for the
construction of a one hundred fifty-four (154) bed long term care facility to be
located on Millbury Avenue in Millbury, Massachusetts (the "Turnkey Construction
Agreement"), a copy of which is attached hereto as Exhibit A.
WHEREAS, Assignor desires to assign its rights and obligations under the
Turnkey Construction Agreement to Assignee and Assignee desires to assume such
rights and obligations.
NOW THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00)
and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Assignor and Assignee hereby agree as follows:
1. Assignor hereby grants, bargains, sells, assigns and transfers to
Assignee all of Assignor's right, title and interest in, and all contractual and
other rights under the Turnkey Construction Agreement.
2. Assignee hereby accepts this assignment and hereby agrees to assume all
of Assignor's right, title, interest, duties and obligations under the Turnkey
Construction Agreement.
3. This Agreement may be executed by facsimile and in counterparts, each of
which shall constitute an original document.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
ASSIGNOR:
CCC OF FLORIDA, INC
By: /s/ Xxxxx X. Xxxxx
-----------------------
Name: Xxxxx X. Xxxxx
Title:
ASSIGNEE:
CAREMATRIX OF
MASSACHUSETTS, INC.
By: /s/ Xxxxx X. Xxxxx
-----------------------
Name: Xxxxx X. Xxxxx
Title:
TURNKEY CONSTRUCTION
AND SALES CONTRACT
Between
CCC OF FLORIDA, INC.
and
SUN HEALTHCARE GROUP, INC.
(MILLBURY PROJECT)
Table of Contents
for
Turnkey Construction and Sales Contract
By and Between
CCC of Florida, Inc.
and
Sun Healthcare Group, Inc.
(Millbury Project)
ARTICLE I - Representations
Section 1.1 - Title to Premises
Section 1.2 - Encumbrances
Section 1.3 - Permits and Approvals
Section 1.4 - Documentation
Section 1.5 - Other Agreements
Section 1.6 - Representations of Seller
Section 1.7 - Representations of Purchaser
ARTICLE II - Construction of Health Care Facility
Section 2.1 - Control of Construction
Section 2.2 - Architectural Services
Section 2.3 - Other Professionals and
Limited Assumed Obligations
Section 2.4 - Construction
Section 2.5 - Personal Property and Lobby Upgrade
Section 2.6 - Changes
Section 2.7 - Commencement of Construction
Section 2.8 - Continuity of Construction
Section 2.9 - Completion of Construction
Section 2.10 - Purchaser's Noninvolvement
Section 2.11 - Punch-List
Section 2.12 - Work and Warranties
Section 2.13 - Subcontractors
Section 2.14 - Financing Arrangements
Section 2.15 - Rights to Cure
Section 2.16 - Termination by Purchaser
Section 2.17 - Termination by Seller
-i-
ARTICLE III - Transfer of Title
Section 3.1 - Date of Sale
Section 3.2 - Purchase Price
Section 3.3 - Payment of Purchase Price
Section 3.4 - Form of Conveyance and Status of Title
Section 3.5 - Certain Purchase Price Additions or
Rebates
ARTICLE IV - Additional Responsibilities of Parties
Section 4.1 - Seller's Responsibilities
Section 4.2 - Purchaser's Responsibilities
Section 4.3 - Indemnification
ARTICLE V - Contingencies
Section 5.1 - Required Occurrences
Section 5.2 - Failure of Contingencies
ARTICLE VI - Concluding Provisions
Section 6.1 - Entire Agreement
Section 6.2 - Representations
Section 6.3 - Amendments
Section 6.4 - Joint Effort
Section 6.5 - Brokers
Section 6.6 - Assignment
Section 6.7 - Notices
Section 6.8 - Arbitration
Section 6.9 - Captions
Section 6.10 - Successors
Section 6.11 - Counterparts
Section 6.12 - Severability
Section 6.13 - Effective Date
Section 6.14 - No Offer
Section 6.15 - Attorney Fees
Section 6.16 - Survival
Section 6.17 - Cooperation with Purchaser's Third
Party Lender
EXHIBITS LIST
Exhibit A - Description of Premises
Exhibit B - Additional Licenses
Exhibit C - Copy of DON
Exhibit D - Preliminary Plans
Exhibit E - Personal Property
Exhibit F - Additional Cost Items
-ii-
TURNKEY CONSTRUCTION AND SALES CONTRACT
This Agreement is by and between CCC OF FLORIDA, INC., a Delaware
corporation, with an office at 000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000
(the "Seller"), and SUN HEALTHCARE GROUP, INC., a Delaware corporation with an
office at 0000 Xxxxxxxx Xxxxxx, X.X., Xxxxxxxxxxx, Xxx Xxxxxx, 00000 (the
"Purchaser") and is entered into for the purpose of reducing to a formal writing
all of their understandings with respect to the construction and sale of a
health care facility on certain property on Millbury Avenue, Millbury,
Massachusetts (the "Premises").
In consideration of the undertakings of each of the parties to the other,
IT IS AGREED:
ARTICLE I
Representations
The parties make each of the following material representations:
Section 1.1 - Title to Premises. Prior to the transfer of title referred to
in Section 3.1, the Purchaser (or its nominee) shall purchase marketable title
in fee simple to the Premises consisting of approximately twenty-three (23)
acres of land described in Exhibit "A". Exhibit "A" and each of the other
Exhibits referred to in this Agreement shall be incorporated into this Agreement
by such reference as if fully set forth in this Agreement. Purchaser shall
receive a credit against the Purchase Price (as defined herein) in an amount
equal to the purchase price of the Premises and all closing and acquisition
costs associated therewith, to the extent included in the MCE (as defined
herein).
Section 1.2 - Encumbrances.
(a) Purchaser acknowledges that the Premises may be subject to easements,
assessments, conditions, contracts, rights, claims, encroachments,
restrictions and other encumbrances as would be disclosed on a title
report (the "Existing Encumbrances"), to physical conditions which
would be disclosed by a survey of the Premises and to those easements,
conditions, contracts, rights, licenses, encroachments, restrictions
and other encumbrances approved by Purchaser resulting from Seller
securing regulatory, development and construction approvals for a 154
bed skilled nursing facility and attendant site improvements.
-1-
(b) Purchaser represents that it has reviewed the boundary survey, the
topographical survey, geotechnical report, and hazardous waste report
concerning the Premises and has visited the Premises. On and subject
to the terms and conditions specified herein, the Purchaser agrees to
purchase the Premises and the Facility as hereinafter defined, subject
to the Existing Encumbrances, the mortgages described herein, to the
physical conditions which exist and as such conditions may change
during the course of construction and to those easements, conditions,
contracts, rights, licenses, encroachments, restrictions and other
encumbrances resulting from Seller securing regulatory, development
and construction approvals for a 154 bed skilled nursing facility and
attendant site improvements, provided that the same do not
unreasonably interfere with the Purchaser's ownership or operation of
the Facility.
Section 1.3 - Permits and Approvals.
(a) Seller hereby represents and warrants that the construction and
operation of the Facility on the Premises are permitted uses as a
matter of right in compliance with the Zoning By-Laws of the Town of
Millbury, Massachusetts, provided, however, that the Facility will
require a special permit to allow its construction in accordance with
the Preliminary Plans, which has been issued by the Planning Board of
the Town of Millbury and, provided further that a sign variance will
be required for the Facility's proposed sign; which permits the
construction on the Premises of a health care facility, providing for
a total of up to One Hundred Fifty-Four (154) skilled nursing care
beds (the "Facility") and which is currently in effect and subject to
no conditions other than those set forth in Exhibit "B" and which the
Seller shall take all reasonable steps to preserve in full force and
effect pending completion of construction of the Facility in
accordance with the terms hereof.
(b) Seller represents that it shall make application for and use its
reasonable best efforts to obtain in Purchaser's name or to the extent
that any of the same are issued in the Seller's name, the Seller's
name shall be deemed to be "as agent for Purchaser", prior to the date
of the Closing, all governmental approvals, licenses, easements, sewer
agreements, utility hookups and permits which may be needed in order
to permit the construction and operation of the Facility on the
Premises (the "Development Approvals"), except for the approvals,
licenses, easements, sewer agreements, and permits, if any, set forth
on Exhibit "B" (the "Additional Licenses")
-2-
provided, however, no documentation shall be signed by Seller on
behalf of Purchaser without Purchaser's prior written consent which
shall not be unreasonably withheld, delayed or conditioned. Seller
covenants to diligently use its reasonable best efforts to obtain in
Purchaser's name, or in the Seller's name as the agent for the
Purchaser, all. of the Additional Licenses (other than the Facility's
operating license for which the Purchaser shall be solely responsible,
subject to the Seller's obligations pursuant to Sections 2.4 and 2.9
to make the Facility "licensable" from the standpoint of construction
and furnishing) in an expeditious manner it being the intent of the
parties that the same shall be issued concurrently with the
substantial completion of the Facility. All of such Development
Approvals and Additional Licenses shall be assigned to the Purchaser
at the Closing (to the extent assignable). Purchaser's obligations
with respect to obtaining federal, state and local government permits,
consents and approvals for the Facility shall be limited to obtaining
the operating license for the Facility from the Department (as defined
below) and any permit or approval relating to the operation of the
Facility and promptly cooperating with Seller in every respect in
obtaining such permits, consents and approvals. Prior to Physical
Completion, Seller shall perform or cause to be performed all of the
obligations required of the owner of the Premises under the
Development Approvals except those which by their terms or nature
relate to post-construction or operational matters. Prior to Physical
Completion all indemnifications set forth in the Development Approvals
and all amounts due and payable under the Development Approvals as
fees or charges relating to the construction (as opposed to the
operation) of the Facility, and not as taxes or assessments,
including, without limitation, all amounts deposited or to be
deposited into escrow with the issuer of any such Development
Approval, shall be paid by Seller out of funds provided by Purchaser,
subject to the limitations set forth in Section 4.1.
(c) Seller represents that Xxxx X. Xxxxxxxx duly obtained a Determination
of Need, Project Number: 2-1205 (the "DON") from the Determination of
Need Program of the Department of Public Health of the Commonwealth of
Massachusetts (the "Department") permitting construction of the
Facility with an original maximum capital expenditure of Seven Million
Two Hundred Ninety-Five Thousand Four Hundred Twelve Dollars
($7,295,412) (1988). Seller and Xxxx X. Xxxxxxxx applied for a change
of ownership of the DON to Worcester Nursing Center, Inc. ("WNC"), a
wholly owned subsidiary of The Mediplex Group, Inc. ("Change of
Ownership"). Such change was approved
-3-
by a vote of the Massachusetts Public Health Council on February 21,
1995 and no action has been taken to appeal or reverse such approval
which is final, non-appealable and currently in full force and effect.
Seller has obtained an extension of the date by which the Facility
must be licensed under the DON to July 1, 2000. The Seller applied for
a change of site for the Facility to the Premises which was approved
by letter of January 6, 1995 and no action has been taken to appeal or
reverse such approval which is final, non-appealable and currently in
full force and effect.
(d) A true and accurate copy of the DON is set forth in Exhibit "C".
(e) For the sole purpose of permitting Seller to construct the Facility,
the Purchaser grants to the Seller, to the extent required by Seller
in order that the purpose of this Agreement be effectuated, the rights
under the Development Approvals and any other grants of rights,
permits, approvals, or licenses, which may be necessary to complete
the performance of the Seller's obligations hereunder; provided,
however that no transfer or assignment of any of the foregoing shall
occur which is, or to the extent, prohibited by applicable law or the
respective terms thereof.
Section 1.4 - Documentation. The Seller covenants that it will provide
fully and in a timely fashion all reasonable documentation required by Purchaser
and Purchaser's lender supporting Purchaser's representations and covenants.
Such documentation may include, but is not limited to, a copy of the DON
approval; all zoning and plan approvals; all utility letters indicating positive
availability of service; inventory of concessions made to any or all municipal
bodies; site plan; title binders, and all other regulatory body approvals.
Seller also covenants that it will, in a timely manner, provide whatever
information concerning the construction of the Facility Purchaser or Purchaser's
lender might reasonably require in connection with Purchaser's applications for
financing for the construction of the Facility or for permanent financing of the
Facility and as required by such lender in such lender's mortgage commitment.
Purchaser will use its reasonable best efforts to pursue Purchaser's application
for construction and permanent financing for the Facility provided, however,
nothing herein shall be construed as imposing any obligation on Purchaser to
finance construction of the Facility through or by a third party lender, it
being understood and agreed that Purchaser may do so from its internal funds.
Section 1.5 - Other Agreements. The Seller and Purchaser each represents to
the other that neither entering into this Agreement nor performing its
respective obligations hereunder will conflict
-4-
with or violate any other agreements or documents by which it may be bound or to
which it may be a party.
Section 1.6 - Representations of Seller. Seller represents that it is duly
organized, validly existing, and in good standing under the laws of the State of
Delaware. Seller represents that it is empowered and authorized to execute,
deliver, and perform its obligations under this Agreement, and, upon such
execution and delivery of this Agreement, this Agreement shall be a valid,
binding, and legal obligation of the Seller, enforceable in accordance with its
terms and duly authorized by a vote of its Board of Directors in compliance with
its certificate of incorporation and bylaws and all applicable laws of the State
of Delaware.
Section 1.7 - Representations of Purchaser. Purchaser represents that it is
duly organized and validly existing under the laws of the State of Delaware and
duly authorized to do business in Massachusetts. Purchaser represents that it is
empowered and authorized to execute, deliver, and perform its obligations under
this Agreement, and, upon such execution and delivery, this Agreement shall be a
valid, binding, and legal obligation of the Purchaser, enforceable in accordance
with its terms, in compliance with its certificate of incorporation and all
applicable laws of the State of Delaware.
ARTICLE II
Construction of Health Care Facility
Section 2.1 - Control of Construction. It is the intention of this
Agreement that Seller shall have sole, complete and absolute authority and
discretion to decide any and all issues pertaining to the construction of the
Facility, including, without limitation, the expenditure of funds, the incurring
of costs and all of the other matters referred to herein; so long as the same
are in compliance with the DON, the Development Approvals, Additional Licenses,
the Final Plans (as defined below) and all applicable laws provided, however,
that except as otherwise specifically provided herein, in no event shall
Purchaser be obligated to pay Seller more than the purchase price specified in
Section 3.2. Nothing hereinbelow shall limit or qualify this authority and
discretion.
Section 2.2 - Architectural Services. Seller and the Purchaser have
approved a set of the necessary plans, specifications and site plan for the
Facility (the "Preliminary Plans") a copy of which is attached hereto as Exhibit
"D". The Seller shall direct its architect ("Architect") to prepare final plans,
specifications and a site plan (collectively the "Final Plans") based on the
Preliminary Plans and the Seller shall furnish the same to the Purchaser for the
Purchaser's approval as set forth
-5-
below. The Purchaser shall indicate its acceptance of the Final Plans by
initialing a copy of the same. The Purchaser agrees that it shall have no right
to object to the Final Plans as long as the Final Plans substantially conform to
the final plans prepared by Xxxx Xxxxxx for the facility owned by Life Care
Centers of America, Inc. in Auburn, Massachusetts subject to such amendments and
modifications thereto as may be reflected in this Agreement or otherwise agreed
upon by Purchaser and Seller (the "Auburn Plans"). Upon the payment of the
Seller's requisition for the Architect's preparation of the Final Plans, the
Purchaser shall have the exclusive right to use the Final Plans. If Purchaser
fails to approve the Final Plans and that failure is a result of Purchaser's
good faith belief that the Final Plans do not substantially conform to the
Preliminary Plans and the Auburn Plans (except for changes in accordance with
Section 2.4 hereof), Purchaser shall give Seller written notice specifying the
areas of the alleged nonconformity. Seller may, at Seller's cost and expense,
cause the Final Plans to be revised to respond to Purchaser's objections or
Seller may submit the issue of such conformity to arbitration in accordance with
this Section. Seller shall give Purchaser written notice of Seller's election
within twenty (20) days of Seller's receipt of Purchaser's notice of such
nonconformity if Seller determines to seek arbitration. Seller and Purchaser
shall, within fifteen (15) days of the date of Seller's notice agree upon an
architect who shall be licensed to practice in the Commonwealth of Massachusetts
and shall have substantial experience in health care facility design. The
architect so selected shall review the Final Plans and shall render a written
decision as to whether the Final Plans substantially conform to the Preliminary
Plans and the Auburn Plans (except for changes in accordance with Section 2.4
hereof) and, if not, shall state any such deficiency. Such decision shall be
rendered within thirty (30) days of the selection of the architect, shall set
forth in reasonable detail the reasons for the arbitrator's decision, and shall
be binding upon the parties. If the arbitrator determines that the Final Plans
do substantially conform to the Preliminary Plans and the Auburn Plans (except
for changes in accordance with Section 2.4 hereof), then Purchaser shall be
obligated to reimburse Seller for the expenses incurred by the Seller for the
arbitration proceedings. If the arbitrator determines that the Final Plans do
not substantially conform to the Preliminary Plans and the Auburn Plans (except
for changes in accordance with Section 2.4 hereof), Seller shall reimburse
Purchaser for all costs and expenses incurred by Purchaser in connection with
the arbitration proceeding and Seller shall, at its sole costs and expense,
cause the Final Plans to be revised in accordance with the arbitrator's written
decision.
Section 2.3 - Other Professionals and Limited Assumed Obligations. The
Purchaser represents that it has not engaged any architects or any engineers,
lawyers, consultants, accountants, or other professionals with respect to the
Facility which either Seller or Purchaser shall be obligated to pay. Except as
otherwise
-6-
specifically provided herein, the Seller neither assumes nor shall be obliged
for any debts, liabilities or obligations of Purchaser or related to the
Premises or the Facility.
Section 2.4 - Construction. The Seller shall construct the Facility in
accordance with the Final Plans, subject to minor field changes, minor design
changes, and other changes approved by Purchaser which Seller, in its
discretion, deems appropriate during the course of construction and which will
not result in a material and adverse change in the Final Plans, and subject to
such other changes as may be approved by Purchaser, it being acknowledged and
agreed that Purchaser shall have no obligation to approve any changes other than
those requested by Purchaser in accordance with the provisions of Section 2.6.
All work shall be done in a good and workmanlike manner and in accordance with
the Federal Department of Health and Human Services standards, the DON, the
Development Approvals, the Additional Licenses, and all applicable laws. The
structure shall be designed as a long term care facility to be licensed for the
bed complement described above and shall be constructed in accordance with the
requirements in effect on the date of this Agreement of federal, state and local
governmental agencies having jurisdiction of the Facility, including, but not
limited to, Life Safety Code requirements imposed by the Federal Department of
Health and Human Services and the requirements of the Americans with
Disabilities Act. The Purchaser shall have the right to engage an architect at
its own cost to inspect the actual construction to determine that construction
is being performed in accordance with the Final Plans for the Facility, provided
that said architect shall notify the Seller in writing of any claimed
deficiencies within fifteen (15) days of any inspection. In the event the
architect so notifies the Seller, the Seller and the architect shall have a
period of fifteen (15) days either to agree that such a deficiency exists and on
the course of corrective action or to agree to submit their dispute to binding
arbitration by an independent architect selected by the Seller and the
Purchaser. In the event either the Seller or the independent architect, as
applicable, agrees with the Purchaser's architect that a deficiency exists, the
Seller shall reimburse the Purchaser for any fees paid to the Purchaser's
architect in identifying and resolving any deficiency and shall bear the costs
of resolving the deficiency and any fees charged by the independent architect.
In the event that either the Purchaser or the independent architect, as
applicable, agrees with the Seller that a claimed deficiency does not exist, the
fees of the Purchaser's architect and the independent architect, if applicable,
shall be borne by the Purchaser. In all other events, such fees of the
Purchaser's architect and the independent architect shall be allocated between
the Purchaser and the Seller in the same proportion that the aggregate dollar
amount of the disputed items submitted for arbitration that are unsuccessfully
disputed by each (as finally determined by the independent architect) bears to
the total dollar amount of such disputed items so submitted.
-7-
Section 2.5 - Personal Property and Lobby Upgrade.
(a) Exhibit "E" contains a representative list of the kinds of personal
property needed for the Facility which shall be considered as "Major
Movable Equipment" under the DON (the "Personal Property"). Seller
will order, furnish and install the specific items of Personal
Property which are selected by Purchaser in the manner described in
Section 2.5(c), within the FFE Allowance (as defined below) to equip
the Facility. The allowance for the Personal Property is Four Hundred
Sixty-Two Thousand Dollars ($462,000), (the "FFE Allowance"), which
FFE Allowance shall be included in the Purchase Price (as defined
below).
(b) In the event that the cost of the Personal Property which is selected
by Purchaser exceeds the FFE Allowance the Seller shall use its
reasonable best efforts to notify the Purchaser of the estimated
amount of such excess and, unless the Purchaser notifies the Seller of
any modification to the selected Personal Property which is made in
order to reduce such excess cost within ten (10) days thereafter, any
such excess shall be added to the Purchase Price. The Seller will,
upon request, provide the Purchaser with documentation of the costs
incurred by the Seller for which reimbursement is sought.
(c) In order to reduce the risk that the Personal Property will not be
delivered prior to the transfer of title contemplated herein and/or
will interfere with Physical Completion (as defined below) or
licensure, Purchaser understands that it must select such Personal
Property as soon as practicable after execution of this Agreement but
not later than approximately six (6) months prior to the estimated
date of Physical Completion which date shall be set forth in a written
notice from Seller to Purchaser delivered no less than twenty (20)
days prior thereto.
(d) The Purchase Price includes an allowance of Ten Thousand Dollars
($10,000) ("Lobby Allowance") to upgrade the Facility's lobby from the
Final Plans. The upgrade will be in accordance with plans specified by
Purchaser, which plans are set forth in Exhibit "D".
Section 2.6 - Changes. Purchaser agrees that Seller shall also have the
right to make changes in the Final Plans and in the Personal Property if
required by any federal, state or local governmental authority having
jurisdiction or if required due to the unavailability of any construction
material or Personal Property. Purchaser shall be consulted with respect to any
such changes or substitutions in the Personal Property but Seller shall have
final authority to make all decisions with respect to such
-8-
changes; provided that such changes result in construction, space, design,
Personal Property, equipment and interior and exterior design substantially the
same in overall quality to that shown on the Final Plans and provided further
that such changes shall not result in an increase or decrease in the Purchase
Price due pursuant to Section 3.2. Seller shall further have the right to
request changes in any line item within the Schedule of Values (as defined in
Section 3.3) provided that no such change shall result in an increase or
decrease in the Purchase Price due from Purchaser pursuant to Section 3.2.
Section 2.7 - Commencement of Construction. Construction of the Facility
will start on or prior to October 31, 1995 or as soon thereafter as weather and
ground conditions permit; provided that: (i) Seller shall have obtained all of
the Development Approvals; (ii) Seller shall have satisfied all of the other
conditions precedent and contingencies set forth in Section 5.1; (iii) the
Purchaser shall have purchased the Premises; and (iv) neither the Seller nor the
Purchaser shall otherwise be in default hereunder, prior to such date and
failing such this Agreement shall be null and void and of no further force and
effect and neither Seller nor Purchaser shall thereafter have any further rights
or obligations hereunder, except that in such event the Purchaser at the
Seller's sole cost and expense shall promptly apply to the Department for and
shall diligently use its reasonable best efforts to pursue, a change of
ownership of the DON to the Seller or its nominee. Seller shall commence
construction promptly after the satisfaction of the conditions set forth in
clauses (i) through (iv) above.
Section 2.8 - Continuity of Construction. Construction, once undertaken,
shall proceed in a continuous and reasonably expeditious manner until Physical
Completion, as such term is defined in Section 2.9, is achieved, which shall not
occur later that eighteen (18) months after the commencement of the construction
for the Facility. For purposes hereof the phrase "Commencement of Construction"
shall be defined as the later of the date of the issuance of a building permit
for the Facility or the date of the purchase of the Premises by the Purchaser.
To the extent that such date is beyond the time period required by the DON, the
Purchaser shall use its reasonable best efforts to obtain an extension of same,
and Seller shall assist it in such efforts. Any delays caused by acts of God, or
fire, accident, casualty, cessation of activity due to refusal to work by labor,
but only, in the case of the foregoing, if not principally attributable to the
Seller's negligence or willful misconduct, or any other cause not attributable
to the failure of the Seller to use reasonable care and due diligence, however,
shall be excused by the Purchaser, provided that Seller shall use its reasonable
best efforts to minimize any such delays and shall resume construction at the
earliest possible time. In the event that the Seller does not Physically
Complete the Facility within eighteen (18) months from the Commencement of
Construction and such delay is not attributable
-9-
to a force majeure as set forth above, the Seller shall pay to the Purchaser
liquidated damages of $3200 per day for each day of such delay.
Section 2.9 - Completion of Construction.
(a) For the purposes of this Agreement, the terms "Physical Completion" or
"Physically Completed" shall mean the date on which (i) the building
and improvements described and set forth in the Final Plans have been
completed, (ii) the Facility shall have been approved for occupancy by
the local building inspector, and by the State or local Fire Xxxxxxxx
in the event his approval is required as evidenced by the issuance of
a certificate of occupancy which, if a temporary certificate of
occupancy shall not affect the actual occupancy of the Facility by
patients or the licensing of the Facility by the Department, (iii) the
Facility shall have passed the so called physical plant inspection by
the Department in a manner which does not prevent the licensing
inspection of the Facility; and (iv) the Personal Property has been
furnished such that the Facility may be licensed and such that with
respect to other than patient rooms, the Facility is fully
operational, provided, however that in the event of delays in the
furnishing of the Personal Property occasioned by the action or
inaction of the Purchaser in ordering any items of Personal Property,
this subparagraph (iv) shall not be a condition in determining whether
Physical Completion has occurred. Physical Completion shall be deemed
to have been achieved notwithstanding that any of such officials or
agencies have issued a Punch-List listing items requiring completion
or correction, so long as such Punch-List does not prevent or prohibit
occupancy.
(b) Physical Completion shall also be deemed to have been achieved
notwithstanding that the Purchaser may not yet have satisfied the
requirements of the Department with respect to the administration of
the Facility, medical supplies, medical records, nursing service and
staff, dietary requirements, and other non-physical plant conditions
necessary to obtain a license for the rendering of Nursing Services,
so long as the Seller has furnished or installed Personal Property
which is required to be furnished or installed by Seller hereunder
(unless any delay in such furnishing or installation of Personal
Property is caused by Purchaser) and the physical structure of the
Facility satisfies the requirements for initial licensure by the
Department.
-10-
(c) Seller will use its best efforts to notify Purchaser at least ninety
(90) days prior to the xxxx Xxxxxx estimates that the Facility will be
Physically Completed, whereupon Purchaser will diligently proceed to
fulfill all other conditions necessary for licensure and Purchaser
will apply in a timely manner for all licenses and permits necessary
to commence operation of the Facility. After such notice from Seller,
Purchaser, to the extent necessary to perform necessary administrative
activities may, so long as it does not interfere with completion of
construction, enter upon the Premises in an effort to coordinate
initial licensure with Physical Completion provided, however, nothing
herein shall be construed as prohibiting Purchaser from entering the
Premises for the purposes stated herein prior to that time with the
prior consent of Seller, which shall not be unreasonably withheld.
(d) Within sixty (60) days after Physical Completion, the Seller shall
deliver the project files, as-built drawings and operation and
maintenance manuals to the Purchaser.
Section 2.10 - Purchaser's Noninvolvement. For the purpose of, and in
consideration for, the Seller's obligations under this Agreement, the Purchaser
hereby grants to the Seller an irrevocable and exclusive right, coupled with an
interest, to possession of the Premises, the Facility and the Personal Property
until such time as the Purchase Price is paid in full. Purchaser shall have
access to the construction site for the sole purposes of inspecting the work and
complying with the Purchaser's obligations hereunder as to licensure of the
Facility, at the Purchaser's own risk while construction is in progress,
provided that the Purchaser is not in default hereunder. Notwithstanding the
foregoing, the Purchaser shall have no authority over Seller, and shall not be
empowered to interfere or become involved with construction or require changes
thereto except such changes as may be required under Section 2.4.
Section 2.11 - Punch-List. If, at any time after the Facility has been
Physically Completed, there exist any items requiring completion or correction,
then the Seller agrees to use all reasonable diligence to complete or correct
the items so that each conforms to the Final Plans. In furtherance but not in
limitation of the foregoing, within thirty (30) days after the Facility has been
Physically Completed, the Seller and the Purchaser shall inspect the Facility
and shall make a Punch-List of items requiring completion or correction. The
execution of this Agreement shall be deemed to be the Seller's written
undertaking to complete or correct to Purchaser's reasonable satisfaction each
such item within ninety (90) days after transfer of title, Seller further
agreeing to permit Purchaser to complete any such items at Seller's expense if
Seller has failed to complete the same within the ninety (90) day time period.
In order to secure Seller's performance
-11-
hereunder, each item on the Punch-List shall be assigned a reasonable value
based upon the Seller's and Purchaser's good faith estimate of the cost of
completion or correction of the same and Purchaser shall be entitled to withhold
from the Purchase Price 120% thereof (the "Punchlist Holdback") until the later
to occur of the expiration of said 90 day period or the completion of the
Punch-List items by Purchaser, provided, however in the event of the completion
thereof by Purchaser, the Purchaser shall be entitled to retain from the
Punchlist Holdback as reimbursement for the costs incurred, an amount equal to
the lesser of (i) the actual cost to correct or complete any such Punchlist item
or (ii) 120% of the reasonable value assigned by the parties for the correction
or completion of the same.
Section 2.12 - Work and Warranties. Upon completion of construction,
landscaping and installation of Personal Property, Seller will assign to
Purchaser all warranties and guarantees received from subcontractors and
suppliers of equipment and furnishings, to the extent assignable; provided,
however that if the Seller remedies any defect, the Seller shall have the right
to take action against the relevant subcontractors or suppliers of equipment and
furnishings under any warranty assigned. Seller will remedy at its sole cost and
expense any defect in construction or equipment and installation, workmanship or
materials which is brought to its attention by written notice within a period of
one (1) year from the date of the issuance of the Certificate of occupancy.
Aside from the foregoing, Purchaser hereby waives and Seller hereby disclaims
all other express and implied warranties of every kind or nature with respect to
the Facility and the Personal Property, including, without limitation, waiving
all IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE;
provided, however, nothing herein shall be construed as a waiver of any third
party warranty assigned to Purchaser pursuant to the terms hereof. Within sixty
(60) days after Seller's subcontractors have been retained by the Seller, Seller
shall furnish the names of all of such subcontractors who supplied equipment,
labor or materials having a value in excess of Fifty Thousand Dollars ($50,000)
in connection with the construction of the improvements on the Premises, after
the hiring of such subcontractors. All of such subcontractors shall contract
with Seller or with Seller's subcontractors for the provision of equipment,
labor and/or materials for the Facility and not with Purchaser.
Section 2.13 - Subcontractors. Seller agrees to indemnify and save
Purchaser harmless from claims for payment by any subcontractor who furnishes
materials or supplies or performs labor or services in the prosecution of the
work pursuant to this Agreement. Seller reserves absolute discretion in the
selection of subcontractors.
-12-
Section 2.14 - Financing Arrangements.
(a) It is contemplated by the parties that the Purchaser will provide
and/or obtain construction and permanent mortgage financing from its
internal funds and/or from such lenders as Purchaser deems appropriate
in Purchaser's discretion so as to provide funds to Seller for the
timely payment of all costs and expenses associated with the purchase
of the Premises and construction of the Facility through Physical
Completion. The selection of the lenders and the type of financing
which may be obtained from such lenders or the decision to finance the
construction internally shall be within the control and discretion of
the Purchaser prior to Physical Completion; provided that any such
financing shall, by its terms, allow Purchaser to comply with the
payment terms of this Agreement.
(b) The Seller and Purchaser also contemplate that the Premises and
Facility, together with all fixtures, furnishing, equipment, and
articles of personal property now owned or hereafter acquired by the
Purchaser which are or may be attached to or used in connection with
the Premises or Facility, together with any and all replacements
thereto and substitutions therefor, and all proceeds thereof and all
present and future rents, issues, leases, and profits of the Premises
and Facility will serve as security for the payment obligations to any
lenders, and that the Purchaser will be the principal obligor for the
repayment of all financial obligations thereunder. Purchaser
therefore, agrees to execute and deliver all commitments, promissory
notes, mortgages, collateral assignments, guaranties and all other
instruments, agreements, documents, certificates, affidavits, and
other writings required to be executed by any lender in connection
with such financing.
(c) Seller agrees to deliver draw requests, lien waivers, construction
status reports, certificates and other documentation in such form and
on such terms as may be reasonably requested by Purchaser's lender(s)
and such other documentation of Seller's costs as may be required by
governmental bodies in connection with the development or construction
of the Facility, including, without limitation, reasonable
documentation of Seller's costs which may be required by governmental
bodies auditing the Facility.
(d) Purchaser shall receive a credit against the Purchase Price in an
amount equal to the financing allowance to the extent included in the
MCE.
-13-
Section 2.15 - Rights to Cure. If Seller defaults or neglects to carry out
its obligations under the terms of this Agreement in accordance with the terms
of this Agreement and fails within thirty (30) days after receipt of written
notice from Purchaser to commence and continue correction of such default or
neglect with diligence and promptness, or such longer period as may be required
as long as the Seller commences such cure within such thirty (30) day period and
diligently prosecutes the same to completion, Purchaser may, if such default
remains uncured after such thirty (30) day period and without prejudice to other
remedies Purchaser may have, including, but not limited to those set forth in
Section 2.16, give a second written notice to the Seller and, seven (7) days
following the receipt by the Seller of that second written notice, correct such
deficiencies. In such case an appropriate change order shall be issued deducting
from payment then or thereafter due Seller, the reasonable costs of correcting
such deficiencies. If the payments then or thereafter due Seller are not
sufficient to cover the amount of the deduction, Seller shall pay the difference
to the Purchaser. Such Action by the Purchaser shall be subject to arbitration.
Section 2.16 - Termination by Purchaser.
(a) This Agreement may be terminated by Purchaser upon twenty (20)
business days written notice to the Seller in the event that Seller
stops all work on the Facility for a period of twenty (20) consecutive
business days and abandons the Facility, other than as result of a
Force Majeure or any other reason not within the Seller's control or a
breach by Purchaser hereunder; unless Seller shall have recommenced
work on the Facility continuously and diligently during the second
twenty (20) business day notice period.
(b) If Seller materially defaults under this Agreement after notice and an
opportunity to cure as set forth in Section 2.15, or persistently
fails or neglects to carry out the material terms of this Agreement
after notice and an opportunity to cure as set forth in Section 2.15,
or materially fails to perform the provisions of this Agreement in a
manner that has a material adverse effect upon the construction or the
progress of construction (as certified by the Architect), and Seller
fails to correct the same within the cure period specified in Section
2.15, Purchaser may at Purchaser's option, terminate this Agreement.
(c) In the event of any termination under clause (a) or (b) above, the
Purchaser may without prejudice to any other remedy take possession of
the Premises and of all materials, equipment, tools and construction
equipment and machinery thereon owned by the Seller and finish the
-14-
Work by whatever method the Purchaser may deem expedient. If the
unpaid balance of the contract sum exceeds the expense of finishing
the work and curing any defaults of Seller, the excess shall be paid
to the Seller for work completed to the date of termination (including
a reasonable profit therefor consistent with the terms and intent of
this Agreement), but if the expense exceeds the unpaid balance, the
Seller shall pay the difference to the Purchaser.
Section 2.17 - Termination by Seller. Without prejudice to any other rights
or remedies of the Seller, this Agreement, as well as any other Turnkey
Construction Contract then in effect between Seller, or its affiliates, and
Purchaser, or its affiliates, may be terminated by Seller in the event of a
breach by Purchaser of its obligations hereunder which is not cured within
thirty (30) days after written notice thereof from Seller to Purchaser;
provided, however, in the event said default cannot be cured within thirty (30)
days, Seller shall have no right to terminate this Agreement or any such other
Turnkey Construction Contract provided Purchaser commences the cure within said
thirty (30) day period and diligently prosecutes the same to completion.
ARTICLE III
Transfer of Title
Section 3.1 - Date of Sale. Transfer of possession of the Facility and
title to the Personal Property and payment of the Purchase Price not previously
paid through the Seller's requisitions shall take place contemporaneously within
three (3) working days after Physical Completion (the "Closing").
Section 3.2 - Purchase Price. The price to be paid for the construction and
furnishing of the Facility ("Purchase Price") shall be equal to the final
maximum capital expenditure amount allowed under the DON, as determined by the
Department based upon the Contractor's submission pursuant to 105 C.M.R.
l00.551(I)(l)-(5) ("MCE"), which submission is to be made within 180 days after
Final Plan approval, plus: (i) Five Hundred Thousand Dollars ($500,000); (ii)
the lesser of (x) the MCE divided by 142, multiplied by 12 or (y) $885,952,
which is the threshold number pursuant to the formula established by the
Department to the extent such amount is not included in the MCE in accordance
with subparagraph (i) above; (iii) the actual out of pocket cost to the Seller
of those items set forth on Exhibit "F" hereto with the understanding that the
Seller will work with the Purchaser to obtain the lowest possible cost and,
provided further, that the Seller shall ensure that in no event shall the cost
to Purchaser of items (a) through (e) inclusive exceed a total of $265,000; and
-15-
(iv) the Electric Company Change Order, if any. The Seller will, upon request,
provide the Purchaser with documentation of the costs incurred by the Seller for
the foregoing items.
Section 3.3 - Payment of Purchase Price. Prior to the purchase of the
Premises by the Purchaser, the Seller and the Purchaser shall develop and agree
with a schedule of values for the Facility based upon the line items in the MCE,
which shall be initialled by the Seller and the Purchaser to evidence their
agreement ("Schedule of Values"). Based upon applications for payment submitted
to the Architect by the Seller and verified by the Purchaser, and Certificates
for Payment issued by the Architect, the Seller shall submit applications for
payment requesting the Purchaser or the Purchaser's lender, as the case may be,
to make progress payments on account of certain items on the Schedule of Values
based upon a percent complete basis as certified by the Architect to the Seller.
Certain other items on the Schedule of Values will be paid as incurred. The
period covered by each Application for Payment shall be one calendar month
ending on the last day of the month. Each Application for Payment shall be based
upon the most recent Schedule of Values submitted by the Seller and approved by
the Purchaser, which approval shall not be unreasonably withheld or delayed.
Applications for Payment shall show the amount due for each item shown on said
Schedule of Values as of the end of the period covered by the Application for
Payment. The amount of each such progress payment which is to be paid based on a
percent complete basis shall be the sum of (i) the product of multiplying that
portion of such item properly allocable to completed work for such item by the
percentage of completion of that item, and (ii) the portion of such item
properly allocable to materials and equipment delivered and suitably stored at
the site for subsequent incorporation in the work or suitably stored off the
site, minus the aggregate of previous payments made by the Purchaser for such
item and minus such retainage as is agreed upon by the Seller and the Purchaser.
Purchaser shall use its best efforts to have the Certificates for Payment
approved by and paid by any lender providing construction financing. The failure
by any such construction lender to approve or pay any such Certificate for
Payment shall not relieve the Purchaser of the obligation to make such payment.
In the event that Purchaser does not approve an Application for Payment, the
Purchaser will within five (5) business days notify the Seller, in writing, of
the reasons for the withholding of such approval. If Seller and Purchaser cannot
agree on a revised amount within five (5) business days after Seller's receipt
of Purchaser's objection the Purchaser will promptly execute an Application for
Payment for the amount for which Purchaser feels is due and pay the same in
accordance with the terms of this Agreement. If the Purchaser does not issue an
Application for Payment or a written notification to Seller of its reason for
withholding an Application for Payment in accordance with this Agreement,
through no fault of Seller, within five (5) business days after the receipt by
Purchaser of an Application for
-16-
Payment, then Seller may, without prejudice to any of Seller's other rights or
remedies, upon seven additional business days written notice to the Purchaser,
stop the work under this Agreement until payment of the amount owing has been
received. Any such period of stoppage shall be added to the period of time
during which Physical Completion is to occur as set forth in Section 2.8. At the
time of transfer of title, the balance of the Purchase Price shall be paid by
the Purchaser to the Seller by wire transfer, certified check or other mutually
acceptable means.
Section 3.4 - Form of Conveyance and Status of Title. The Personal Property
shall be conveyed by Seller to Purchaser by warranty xxxx of sale, which shall
be in form and substance acceptable to Seller and Purchaser. The Personal
Property may be subject to the security interests described in Article II.
Seller shall pay all conveyance or transfer taxes payable in connection with
such conveyance under the laws of the Commonwealth of Massachusetts.
Section 3.5 - Certain Purchase Price Additions or Rebates. In the event
that at any time after the execution of the Agreement the Purchaser enters into
an agreement with the provider of electrical utility services to the Facility
("Electric Company") under the terms of which the Electric Company gives the
Purchaser a credit, rebate, offset or payment for contracting with such Electric
Company, then such credit, rebate, offset or payment, shall be an addition to
the Purchase Price ("Electric Company Change Order"), in the event such credit,
rebate, offset or payment to the extent allocable to the Facility is received by
the Purchaser made prior to the Closing, or alternatively, if such credit,
rebate, offset or payment is received by the Purchaser after the Closing, then
the Purchaser shall pay a sum in the amount of such credit rebate, offset or
payment to the extent allocable to the Facility to the Seller ("Electric Company
Payment") within ten (10) days after Purchaser's receipt thereof; provided,
however, that the amount of any Electric Company Change Order or Electric
Company Payment shall not exceed the Seller's cost of bringing electric
utilities from the property line of the Premises to the Facility plus a
reasonable allocation of Seller's overhead thereon. Any amount in excess of such
costs plus overhead shall be retained by the Purchaser.
ARTICLE IV
Additional Responsibilities of Parties
Section 4.1 - Seller's Responsibilities. In addition to its obligations
elsewhere expressed in this Agreement, the Seller shall have the following
responsibilities:
(a) To obtain and pay for, as part of the Purchase Price, necessary
building permits and the Certificate of occupancy.
-17-
(b) To pay for, as part of the Purchase Price, all labor and material set
forth in the Final Plans and to pay, subject to the FFE Allowance
included as part of the Purchase Price, with funds provided by
Purchaser, for the Personal Property to be provided.
(c) The Seller shall at all times, commencing with the date upon which
construction begins, carry, or shall cause a subcontractor of Seller
to carry, the following types of insurance with an insurance carrier
or carriers reasonably acceptable to Purchaser and/or the Purchaser's
lender:
(i) Worker's compensation insurance fully covering all persons
engaged in the performance of this Agreement, in accordance with
applicable law.
(ii) Public liability insurance covering death or bodily injury with
limits of not less than $300,000 for one person and $1,000,000
for any one accident or disaster; and property damage coverage
limits of not less than $100,000; all of which insurance shall
name the Purchaser and the Purchaser's lender as additional
insureds
(iii) "Builders Risk" insurance against damage or destruction by fire
and full extended coverage, including vandalism and malicious
mischief, covering all improvements to be erected hereunder and
all materials for the same which are on or about the Premises, in
an amount equal to the full insurable value of such improvements
and materials; such insurance to be payable to Seller, Purchaser
and Purchaser's lender, if applicable, as their interests may
appear, with standard mortgage endorsement to Purchaser's lender
or its assigns as mortgagee; and such insurance to be paid for as
part of the Purchase Price.
(iv) Comprehensive general liability insurance under a primary policy
and umbrella policy with limits not less than $5,000,000 which
will include the following:
(a) Contractor's Liability;
(b) Contractual Liability;
(c) Owners and Contractors Protective Liability;
(d) Completed Operations Liability;
-18-
(e) Products Liability; and
(f) Personal Injury.
The Seller shall furnish to the Purchaser and Purchaser's lender
if required by such lender, certificates of insurance or
duplicate policies of insurance as set forth in Subparagraphs
(i), (ii), (iii) and (iv) hereof. Each of such policies shall, if
the insurance carriers so permit, contain a provision to the
effect that they may not be canceled except upon ten days prior
written notice to the Purchaser and Purchaser's lender.
(d) At the time of transfer of title, Seller shall deliver to Purchaser:
(i) duly executed waivers of mechanic's liens signed by each
subcontractor which provided labor or materials on the project;
or
(ii) reasonable proof of payment or proof of a provision for payment
to such contractors; or
(iii) an indemnification to Purchaser with respect to same; and
(iv) an affidavit to the title insurance company enabling Purchaser to
obtain title insurance coverage insuring the Purchaser and its
lender, if any, against collection or enforcement of mechanics
liens against the Premises;
(v) such other documents or instruments as Purchaser or its lender
may reasonably require of Seller.
Section 4.2 - Purchaser's Responsibilities. In addition to its obligations
elsewhere expressed in this Agreement, the Purchaser shall have the following
responsibilities:
(a) To finance or obtain commitments for third party financing for the
contemplated construction and equipping of the Facility, including the
furnishing of financial statements, providing an appraisal of the
Premises and Facility and the execution of applications, notes,
mortgages, assumption agreements and other documents reasonably
necessary to effectuate such financing.
(b) To hire all professional and other staff personnel required for the
operation of the Facility in sufficient time to permit initial
licensure by the Department at the date of Physical Completion.
-19-
(c) To pay to Seller, in addition to the Purchase Price, the costs for
correcting unusual site conditions in excess of the final MCE
allowance, as amended, for site costs as set forth in the DON,
provided such site conditions are not identifiable by the Seller after
the exercise of reasonable due diligence at the time the Premises are
acquired. The Seller will work with the Purchaser to obtain the lowest
possible cost to correct such site conditions and will charge the
Purchaser only for the Seller's actual cost. The Seller will, upon
request, provide the Purchaser with documentation of the additional
site costs incurred by the Seller and for which reimbursement is
sought from the Purchaser. The Seller shall use its best efforts to
increase the MCE by the amount of such costs.
(d) To keep the DON in full force and effect as the holder thereof and to
not assign the DON without the prior written consent of the Seller.
Section 4.3 - Indemnification. The Seller hereby agrees to indemnify,
defend and hold the Purchaser harmless from all costs, expenses, liabilities,
claims, and demands including, but not limited to, reasonable attorneys fees,
for personal injury or property damage arising out of or caused by any act or
omission of Seller, its subcontractors, agents, or employees, or arising in or
about the Premises at any time from the date of this Agreement until transfer of
title, arising out of or caused by any act or omission of Seller, its
subcontractors, agents, or employees. The Seller further covenants to use proper
care and caution in the performance of its work hereunder so as not to cause
damage to any adjoining or adjacent property, and the Seller shall indemnify,
defend and hold the Purchaser harmless from any costs, expenses, liabilities,
claims, or demands for damage to such adjoining or adjacent property arising out
of or caused by any act or omission of Seller, its subcontractors, agents, or
employees.
ARTICLE V
Contingencies
Section 5.1 - Required Occurrences. This Agreement and the undertakings of
Seller and Purchaser shall be contingent upon the occurrence of each of the
following:
(a) Additional Approvals. Licenses. Permits. and Easements. All of the
Development Approvals shall have been obtained on or before October
31, 1995.
-20-
Section 6.2 - Representations. None of the parties shall be bound by any
promises, representations, or agreements except as herein expressly set forth.
Section 6.3 - Amendments. This Agreement may not be amended, waived,
modified, altered or changed in any respect whatsoever except by a further
agreement, in writing, executed by each of the parties.
Section 6.4 - Joint Effort. The preparation of this Agreement has been a
joint effort of the parties, and the resulting document shall not be construed
more severely against one of the parties than the other.
Section 6.5 - Brokers. Each of Seller and Purchaser represents and warrants
to the other that no broker or finder has acted on its behalf in connection with
this Agreement or the transactions contemplated hereby or referred to herein;
and agrees to indemnify and hold and save the other harmless from any claim or
demand for commission or other compensation by any broker, finder or similar
agent claiming to have been employed by or on behalf of such party.
Section 6.6 - Assignment. Purchaser shall have no right to assign its
rights nor delegate its obligations under this Agreement to another entity or
person without the prior written consent of Seller, other than to a wholly owned
subsidiary of Purchaser, provided however that the Purchaser shall, in such
event remain liable for its obligations hereunder.
Section 6.7 - Notices. All notices which may be given to any of the parties
hereunder shall be in writing and shall be hand delivered or sent by registered
or certified mail, return receipt requested, or by Federal Express, and postage
prepaid as follows:
(a) In the event that notice is directed to Purchaser, it shall be sent to
it at the address set forth above and a copy therefore sent to Xxxxx
Xxxxxxxxx, Esq. at The Xxxxxxxxx Group, 0000 Xxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxx, XX 00000 or at such other address or addresses Purchaser
shall from time to time designate by notice to Seller.
(b) In the event that notice is directed to Seller, it shall be sent do
Xxxxxxx X. Xxxxxx, President, 000 Xxxxx Xxxxxx, Xxxxxxx, XX 00000, and
a copy thereof mailed to do Xxxxxxx X. Xxxx, Esq., Corporate Counsel,
at the same address; or at such other address or addresses as Seller
shall from time to time designate by notice to Purchaser.
(b) Title. An owner's title insurance policy commitment and Class A-2
survey which has been obtained by the Seller which confirms in the
reasonable judgment of Purchaser that there are no exceptions or
conditions which would render title to the Premises unmarketable or
which will prohibit or materially restrict the construction or
operation of the Facility or which would prevent an institutional
lender from closing a construction or permanent mortgage loan for the
Facility in the usual course of its business shall be approved by the
Purchaser.
(c) Additional Due Diligence Regarding the Premises. The Seller shall have
received satisfactory additional due diligence information concerning
the Premises, including soil tests and utility service confirmations
to the extent not currently available.
(d) Environmental Conditions. The Seller shall have secured and delivered
to Purchaser a site assessment which confirms, in the reasonable
judgment of Purchaser, that the Premises comply with applicable state
and federal environmental laws.
Section 5.2 - Failure of Contingencies. In the event that any one or more
of the contingencies set forth in this Article is not satisfied, waived or
deferred by Purchaser and Seller in writing, within the applicable period of
time set forth above, then, upon Notice, either party may terminate this
Agreement. In such event, neither party shall have further responsibility or
liability to the other except that the Purchaser shall, at Seller's cost and
expense, promptly apply for, and diligently use its reasonable best efforts to
obtain from the Department, a change of ownership of the DON to the Seller or
its nominee. Seller reserves the right, at its option, to waive or defer any one
or more of the conditions precedent.
ARTICLE VI
Concluding Provisions
Section 6.1 - Entire Agreement. All prior understandings, letters of
intent, and agreements between the parties are merged in and superseded by this
Agreement (including all Exhibits hereto), which alone fully and completely.
expresses their understanding with respect to its subject matters.
-21-
-22-
The effective date of any such notice shall be the earlier of actual receipt by
the addressee or three (3) days after such notice is properly deposited for
mailing.
Section 6.8 - Arbitration. Any dispute or controversy arising between the
parties involving the interpretation or application of any provisions of the
Agreement, or arising out of this Agreement, or concerning the construction of
the proposed Facility or the furnishing thereof may be submitted to and
determined by arbitration in accordance with the rules of the American
Arbitration Association then in effect.
Section 6.9 - Captions. The captions of this Agreement are for convenience
and reference only and in no way define, describe, extend or limit the scope or
intent of this Agreement or the intent of any provision hereof.
Section 6.10 - Successors. Subject to the limitations on assignment set
forth in Section 6.6, this Agreement shall be binding upon the parties hereto,
their respective heirs, executors, administrators, successors, and assigns.
Section 6.11 - Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which taken
together shall constitute but one and the same instrument.
Section 6.12 - Severability. The invalidity or unenforceability of one or
more of the phrases, sentences, provisions, clauses, Sections or Articles
contained in this Agreement shall not affect the validity or enforceability of
the remaining portions so long as the material purposes of this Agreement can be
determined and effectuated.
Section 6.13 - Effective Date. This Agreement shall be deemed to be
effective as of the date hereof.
Section 6.14 - No Offer. The delivery of an unexecuted copy of this
Agreement shall not be deemed an offer. No rights are to be conferred upon any
party until this Agreement has been executed and delivered to each party.
Section 6.15 - Attorney Fees. In the event of a dispute between the parties
with respect to the interpretation or enforcement of the terms hereof, the
prevailing party shall be entitled to collect from the other its reasonable
costs and attorneys fees, including its costs and fees on appeal.
Section 6.16 - Survival. Each of the representations, warranties and
indemnifications of the parties hereto shall survive the Closing or the
termination of this Agreement for a period of one (1) year from the date of the
Closing or such termination, as
-23-
the case may be; provided, however, that the monetary obligations of the parties
will be paid in accordance with Section 2.16(c) in the event of a termination of
this Agreement by Purchaser pursuant thereto.
Section 6.17 - Cooperation with Purchaser's Third Party Lender.
Notwithstanding anything set forth herein to the contrary, Seller agrees to
comply with the procedural requirements which Purchaser's unrelated third party
lender may impose in connection with the funding of the loan proceeds, provided
that such requirements are reasonable and customary in light of the amount and
nature of the loan and do not materially and adversely affect Seller's rights
hereunder.
Dated this 19th day of October, 1995 and executed under seal.
Witness: SUN HEALTHCARE GROUP, INC.
/s/Xxxxxx X. Xxxxxxx By /s/ [Illegible]
------------------------- -------------------------
Its
Duly Authorized
/s/Xxxxxx Xxxxx
-------------------------
Witness CCC OF FLORIDA, INC.
/s/ [Illegible] By /s/ [Illegible]
------------------------- -------------------------
Its V.P.
Duly Authorized
/s/Xxxx X. Xxxxxxx
-------------------------
-24-
EXHIBIT A
A certain parcel of land with the buildings thereon situated in Millbury,
Worcester County, Massachusetts on the easterly side of Millbury Avenue a short
distance southerly of the Worcester-Millbury town line, bounded and described as
follows:
BEGINNING at a stone wall on the easterly side of Millbury Avenue at land
of one Peckerstein;
THENCE Northeasterly by a stone wall and land of said Peckerstein about
thirteen hundred fifty-six (1356) feet to land formerly of Xxxxxx X. Xxxxx;
THENCE still Northeasterly by Xxxxxx X. Xxxxx land five hundred thirty-six
(536) feet to an iron pin;
THENCE Southeasterly by other land formerly of Xxxxx about eight hundred
fifty (850) feet to an iron pin;
THENCE South 19 degrees 04' West four hundred fifty-one and 6/10 (451.6)
feet to a stake near the east end of a stone wall at land now or formerly of
Consolidated Distributors, Inc.;
THENCE South 78 degrees 04' 40" West three hundred nine and 7/10 (309.7)
feet by a stone wall;
THENCE South 77 degrees 09' 30" West five hundred five and 8/10 (505.8)
feet by a stone wall;
THENCE South 53 degrees 38' 30" West one hundred three and 44/100 (103.44)
feet by a stone wall;
THENCE South 21 degrees 32' 30" East ten and 16/100 (10.16) feet to another
stone wall;
THENCE South 64 degrees 26' 20" West four hundred one (401) feet by a stone
wall;
THENCE North 63 degrees 57' 10" West one hundred three and 37/100 (103.37)
feet by a stone wall;
THENCE South 71 degrees 23' West two hundred thirty and 56/100 (230.56)
feet to a brook, said course being by a stone wall;
THENCE South 76 degrees 54' 30" West three hundred three and 97/100
(303.97) feet to an iron pipe;
Exhibit A - Page 1 of 2
THENCE North 80 degrees 33' 50" West sixty-five and 14/100 (65.14) feet to
an iron pipe;
THENCE South 76 degrees 31' West one hundred thirty-one and 46/100 (131.46)
feet to an iron pipe in the easterly line of Millbury Avenue, three hundred
sixty-two and 87/100 (362.87) feet northerly from a Worcester County highway
bound defining the southerly end of a twelve hundred sixty-six and 80/100
(1266.80) foot radius curve in the easterly line of said Millbury Avenue;
The last ten courses being by land now or formerly of Consolidated
Distributors, Inc.
THENCE Northerly four hundred sixteen (416) feet, more or less, by the
easterly line of Millbury Avenue to the place of beginning.
Excepting and excluding the premises conveyed by Xxxxxx X. Xxxxx to Xxxxxx
X. Xxxxx and Xxxxx X. Xxxxx by deed dated August 13, 1965 and recorded at the
Worcester District Registry of Deeds in Book 4591 at Page 395.
Also excepting and excluding the premises conveyed to Xxxxxxxx St. Xxxxxx
by deed of Xxxxxx X. Xxxxx dated May 14, 1951 and recorded at said Registry in
Book 3339 at Page 199.
Also excepting and excluding the premises conveyed by Xxxxx X. Xxxxx to
Xxxxxx X. Xxxxx, et ux, by deed covering premises shown on plans recorded at
said Registry in Plan Book 510, Plan 87, said deed being recorded at said Deeds
in Book 7895 at Page 343.
Also excepting and excluding the premises conveyed by Pleasant Realty and
Equipment of Grafton, Inc. to Forrow Builders, Inc. by deed dated October 21,
1983 recorded at said Registry in Book 7962 at Page 206.
Exhibit A - Page 2 of 2
Exhibit "B"
Additional Licenses
1. Operating License for the Facility from the Department of Health of the
Commonwealth of Massachusetts.
EXHIBIT C
[Letterhead of The Commonwealth of Massachusetts]
August , 1989
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Xxxx Xxxxxxxx NOTICE OF DETERMINATION OF NEED
00 Xxxxxxxx Xxxxx PROJECT NUMBER 2-1205
Windsor, Conn. 06095 Heritage Manor Nursing Home
(New construction of 142 bed facility)
At their meeting of July 25, 1989, the Commissioner and the Public Health
Council, acting together as the Department, voted pursuant to M.G.L., c.111,
s.25C and the Regulations adopted thereunder to approve in part with conditions
the Heritage Manor Nursing Home's application for Determination of Need. The
application proposes new construction of a 142 bed (82 Xxxxx XX xxx 00 Xxxxx
XXX) facility with a 20 slot Adult Day Care Program on Gold Street, Shrewsbury,
MA. This Notice incorporates by reference the Staff Summary and proceedings of
the Public Health Council regarding this project.
The total gross square footage associated with this project is 59,300 which
includes 56,800 gsf for the Nursing Home component and 2,500 gsf for the Adult
Day Care Program. The revised maximum capital expenditure associated with this
project is $7,293,412 (September 1988 dollars) itemized as follows:
Construction Costs:
Land Acquisition and Development $1,380,480
Construction Contract 4,554,240
Site Survey and Soil Investigation 28,800
Architectural and Engineering Costs 129,600
Major Moveable Equipment 381,696
Pre-filing Planning and
Development Costs 50,000
----------
Total Construction Costs $6,524,616
Heritage Manor Nursing Home -2- Project No. 2-1205
Financial Costs:
Net Interest Expense During Construction 419,676
Cost of Securing Financing 349,920
-----------
Total Financing Costs 768,596
Estimated Total Capital Expenditure $ 7,293,412
Less Equity Contribution (729,341)
-----------
Total Amount to be Financed $ 6,564,071
The estimated impact on the Massachusetts Medicaid budget resulting from
this project is $1,763,430 (September 1988 dollars). The estimated incremental
operating cost projected for this project is $4,726,254 (September 1988 dollars)
itemized as follows;
Salaries and Wages $1,978,480
Fringe Benefits 316,557
Purchased Services 413,864
Supplies 811,442
Depreciation 232,330
Interest 973,581
----------
Total Estimated Operating Costs $4,726,254
These operating expenses are only projections. All operating expenses are
subject to further review by the Rate Setting Commission and third party payors
according to their policies, rules and regulations.
This determination is subject to the following conditions, in addition to
the terms and conditions set forth in DoN Regulation 105 CMR 100.551:
1. The applicant shall accept the approved Maximum Capital Expenditure of
$7,293,412 (September 1988 dollars) as a final cost figure except for
those increases allowed pursuant to 105 CMR 100.751 and 752.
2. The applicant shall contribute 10% in equity of the final approved
Maximum Capital Expenditure.
3. Prior to licensure of the new facility, the applicant shall enter into
an affiliation agreement with the appropriate Home Health Care
Corporation, Department of Mental Retardation and Mental Health, and
the Commission for the Blind. The agreement shall address mutual
referral and non-institutional services for the nursing home residents
and home care clients.
4. Upon licensure of the 142 beds, the Heritage Manor Nursing Home shall
admit a minimum of 60% Massachusetts Medicaid patients to those beds.
Heritage Manor Nursing Home -3- Project No. 2-1205
One year after the 142 beds are licensed, the Heritage Manor Nursing
Home shall maintain a Massachusetts Medicaid patient occupancy rate in
those beds which is equal to or greater than the regional average as
determined periodically by the Department of Public Welfare. The
condition sets only a minimum level of Massachusetts Medicaid resident
occupancy. Heritage Manor Nursing Home is prohibited from
discriminating in its admissions based upon an individual's source of
payment regardless of whether the minimum level of Medicaid occupancy
is attained. Such discrimination violates both state and federal law
and regulations.
5. The total gross square feet (gsf) for this facility shall be 59,300:
56,800 new construction for Nursing Home component and 2,500 gsf for
the Adult Day Care Program.
6. Heritage Manor shall adhere to the terms of 105 CMR 100.552(B) by
filing a progress report regarding compliance with the above
conditions with the DoN Program Director two years after
implementation of this project. The report shall be filed annually,
thereafter.
The applicant is in agreement with all of the above conditions.
The reasons for this approval in part with conditions are as follows:
1. The Department found that the applicant engaged in an adequate health
planning process.
2. The Department found need for 82 Level II beds and 60 Level III beds
in region II, based upon the 1995 population projections of the
Department and the January 1988 Long Term Care Guide.
3. The Department found the revised MCE of $7,293,412 (September 1988
dollars), incremental operating costs of $4,726,254 September 1988
dollars), and the impact on the Massachusetts Medicaid budget of
$l,763,430(September 1988 dollars) to be reasonable, based on
previously approved projects of similar scope and compliance with
relevant DoN Standards and criteria.
4. The Department found that the project met the standards compliance
factor of the DoN Regulations.
5. The Department found that the project met the operational objectives
factor of the DoN Regulations.
6. The Department found the project financially feasible and within the
financial capability of the applicant.
7. The Department found that the proposal met the relative merit factor
of the DoN Regulations.
Heritage Manor Nursing Home -4- Project No. 2-1205
8. This is one of four comparable applications which together propose to
add 328 Level II and 202 Level III beds to HSA II. Department found
that all four comparable applications are capable of being approved in
part, in accordance with 105 CMR 100.537, since they satisfy the eight
(8) factors of the DoN Regulations
The Xxxx XxXxxx Ten Taxpayer Group (TTG) registered in opposition to this
proposal. A public hearing was held on May 25, 1989, in Shrewsbury, MA at the
request of the TTG. The major comments of the TTG concerned the following:
commercial enterprise in an area zoned for residential buildings; impact of the
project on traffic, parking, safety, property value, town's sewage, water supply
and other services.
In response to these comments, the Department found that zoning and the
Project's impact on the community are not within the purview of the Department,
but are more appropriately addressed by the Town of Shrewsbury.
This Determination is effective twenty (20) days from receipt of this
Notice. The Determination is subject to the conditions set forth in
Determination of Need Regulation 105 CMR 100.551 including motions 100.551 (C)
and (D), which read in part:
(C) ... such determination shall be valid authorization only for the
project for which made and only for the total capital expenditure
approved.
(D) The determination...shall be valid authorization for two (2) years or
such other period as the Department may specify. Such determination
shall expire if not extended by the Department for good cause
shown(105 CMR 100.756)...Within the period of authorization, the
holder shall make substantial and continuing progress toward
completion; however, no construction may begin until the holder has
received final plan approval in writing from the Division of Health
Care Quality. If substantial and continuing progress toward completion
is not made during the authorization period, the authorization shall
be subject to revocation by the Department pursuant to 105 CMR
100.700.
Please note that any party wishing to appeal the Department's action stated
above must file a claim of appeal with the Health Facilities Appeals Board,
Attention: Xxxxxxx Xxxxxx, Administrator, Boston University School of Law, 000
Xxxxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000, within fourteen (14) days of receipt of
this Notice. Each Appellant must include a statement that the appeal is not
knowingly interposed for delay and must comply with the board's "Rules of
Procedure" available upon request from the Board. A copy of any claim of appeal
filed with the Board must be served upon this Department through its General
Counsel, 000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx, XX 00000.
To proceed with licensure of the 82 Level II and 60 Level III beds, please
contact, in writing:
Heritage Manor Nursing Home -5- Project No. 2-1205
Xxxxxxx Xxxxx
Department of Public Health
Division of Health Care Quality
00 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
FOR THE PUBLIC HEALTH COUNSEL
/s/ Xxxxx X. Xxxxxx
------------------------
Xxxxx X. Xxxxxx
Secretary to the Council
LT/jw
cc: Xxxxx Xxxxxxxx, Rate Setting Commission
Xxxxxxx Xxxxx, Division of Health Care Quality
Xxxxx XxXxxxxxx, Department of Elder Affairs
Xxxxxx Xxxxxxx, Department of Public Welfare
Xxxxx Xxxxxxxx, Program Analyst
Ahmad Sharbatoghlia, Program Analyst
Public File No. 2-1205
Decision Letter File
Comparable applicants: Projects #2-1208, 2-1220, 2-1225
MIS
Ten Taxpayer Groups
[Letterhead of The Commonwealth of Massachusetts]
September 20, 1991
Xxxxx X. Xxxxxx, President
Columbian Long-Term Care Associates
00 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxxxx 00000
AR-3-92
Determination of Need
Dear Xx. Xxxxxx:
This is in response to your inquiry concerning the reimbursement of
construction and other costs relating to a new facility which exercises its
right to expand by up to twelve additional beds.
You have indicated that you have applied for an exemption from the
Determination of Need process to build a 142 bed facility. You have also
indicated that the project may have to be technically limited to only 130 beds
but could be expanded by up to twelve beds pursuant to both state statute and
Determination of Need regulations. While if successful, you will be granted
approval for 130 beds with a corresponding Maximum Capital Expenditure (MCE)
amount, you have asked, if the expansion is made simultaneous to the
construction. will the Rate Setting Commission reimburse the full cost of up to
142 beds?
The commission considered your request at its meeting on September 19,
1991.
It is the opinion of the Commission that, if approved by the Public Health
Council, you will be reimbursed for the construction of 130 beds up to the
amount of the Maximum Capital Expenditure so established by the Determination of
Need Program. In addition, you would then have the right under chapter 111,
section 25B to expand the facility by up to twelve beds in amounts not to exceed
the lower of a) the cost per bed of the original 130 beds as approved within the
Maximum Capital Expenditure or b) $800,000. This additional amount would also be
reimbursable, notwithstanding the fact that the entire 142 beds were constructed
simultaneously.
Any expenditures in excess of the sum of that Maximum Capital Expenditure
plus the above referenced incremental allowable costs would, of course, be
disallowed. Consistent with previous advisory rulings, the Commission does not
expect to reimburse for any additions, including equipment, during the first
year of operations.
While your inquiry relates to an applicant who is exempt from the
Determination of Need process for reasons of location in an "urban underbedded
area", it is the opinion of the commission that the same principles would apply
to those who are subject to the Determination of Need process.
In reaching this opinion, the Commission has relied upon the facts as you
have presented them and has not conducted an independent study or review.
Furthermore, the Commission reserves the right to review this advisory opinion,
once. presented with a specific situation.
Sincerely,
/s/ Xxxxx X. Xxxxxxxx
---------------------
Xxxxx X. Xxxxxxxx
Chairman
Rate Setting Commission
[Letterhead of The Commonwealth of Massachusetts]
March 23, 1993
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Xx. Xxxxxxx X. Xxxxxxx NOTICE OF PUBLIC HEALTH
80 Park Street COUNCIL ACTION
Xxxxxxxxx, XX 00000 PREVIOUSLY APPROVED
DoN #2-1205
Heritage Manor Nursing Home
Dear Xx. Xxxxxxx:
At their meeting of February 23, 1993, the Commissioner and the Public
Health Council, acting together as the Department voted pursuant to M.G.L.,
c.111, s.25C and the Regulations adopted thereunder to approve with conditions
the extension of the DoN authorization period for Determination of Need Project
#2-1205 referenced above.
The reason for the Public Health Council's action is as follows:
The Department found good cause was shown for granting the extension of the
DoN authorization period for Project #2-1205 pursuant to DoN Regulations 105 CMR
l00.551(E1/2)(1)(a)1. The holder was unable to make substantial and continuing
progress within the period of authorization because of unreasonably excessive
delay on the part of the Department in processing the request.
Written comments submitted by Mountain, Dearborn, & Xxxxxxx, Counselors at
Law, representing Shrewsbury Nursing Home, Inc. objected to the request for
extension of the authorization period because the holder did not meet the
requirements for granting of an extension due to failure to make substantial and
continuing progress; and because transfer of site is not good cause for granting
a DoN extension.
The Department determined that the objections were unwarranted as
substantial and continuing progress towards completion is not a prerequisite to
an extension, in fact, an extension would not be needed if a holder were engaged
in such progress. Additionally, the holder alleged in its filing unreasonably
excessive delay on the part of the Department in processing transfer of site
requests.
Heritage Manor Nursing Home -2- Project #2-1205
The conditions of approval are as follows:
1. All conditions attached to the original and amended approval of this
project shall remain in effect.
2. The DoN authorization period shall be extended from September 24, 1992
to February 23, 1994.
FOR THE PUBLIC HEALTH COUNSEL
/s/ Xxxxx X. Xxxxxx
------------------------
Xxxxx X. Xxxxxx
Secretary to the Council
LT/bw
cc: Xxxxxx Xxxxxxxx, Rate Setting Commission
Xxxx Xxxxxxxx, Division of Health Care Quality
Public File #2-1205
Compliance File
Decision Letter File
Xxxx X. Xxxxxxxx
00 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
October 13, 1993
Xx. Xxxxx Xxxxx, Program Director
Determination of Need Program
Massachusetts Department of Public Health
0xx Xxxxx Xxxx X. Xxxxxxxx
000 Xxxxxxx Xxxxxx Heritage Manor Nursing Home
Xxxxxx, XX 00000 Project #2-1205
Dear Xx. Xxxxx:
This is a Request for a Transfer of Ownership of the approved but not yet
implemented Determination of Need, Project #2-1205, held by Xxxx X. Xxxxxxxx to
Worcester Nursing Center, Inc. under Determination of Need Regulation 105 CMR
l00.710, as set forth herein.
Thank you very much for your consideration.
Sincerely yours,
/s/ Xxxx X. Xxxxxxxx
--------------------
Xxxx X. Xxxxxxxx
Holder
This statement is, to the best of my knowledge and belief, accurate and true.
Signed on the 13th day of October 1993 under the pains and penalties of perjury.
/s/ Xxxx X. Xxxxxxxx
--------------------
Xxxx X. Xxxxxxxx
Copies: Rate Setting Commission, 0 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000
Department of Elder Affairs, 0 Xxxxxxxxx Xxxxx, Xxxxxx, XX 00000
MDPH, Division of Health Care Quality, 00 Xxxx Xxxxxx,
Xxxxxx, XX 00000
--------------------------------------------------------------------------------
The Mediplex Group, Inc.
00 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
(000) 000-0000
November 22, 1993
Xx. Xxxxx Xxxxx
Program Director
Determination of Need Office
Department of Public Health
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
RE: Determination of Need Project No. 0-0000
Xxxxxxxxxx, XX
Dear Xx. Xxxxx:
This is a request pursuant to 105 CMR 100.756 for an amendment to
Determination of Need Project #2-1205 to extend the authorization period thereof
pursuant to 105 CMR 100.551(D) for good cause in that pursuant to 105 CMR
100.551 (E-1/2(1)(a), the applicant is unable to make substantial and continuing
progress within the period of authorization because of action of general
application by a branch of local government.
The applicant has sought to build this project in conjunction with the
replacement of the beds of Worcester County Hospital in a combined medical
campus to be located in Worcester. The applicant has been unable to proceed
pending the decision of the Worcester County Commissioners regarding the
replacement of the hospital beds. The action of the Worcester County
Commissioners in making a determination concerning the replacement of the
hospital beds, in accordance with laws applicable to county governments, is an
action of general application by a branch of local government.
It is important to note that during this time the applicant has proceeded
to attempt to implement this project by prosecuting diligently to completion all
matters that are prerequisites to making substantial and continuing progress
within the period of authorization.
Xx. Xxxxx Xxxxx
November 22, 1993
Page 2
The applicant respectfully requests that the Department extend the period
of authorization until one year from its action on their request.
Sincerely,
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx, Ph.D.
Senior Vice President/Development
Enclosure
cc: Division of Health Care Quality
TELEGRAM 7 GAZETTE
November 20, 1993
================================================================================
PUBLIC ANNOUNCEMENT CONCERNING
A HEALTH CARE FACILITY
Xxxx X. Xxxxxxxx, 00 Xxxxxxxx Xxxxx, Xxxxxxx, XX 00000 and 000 Xxxxxxxxxxx Xxxx,
Xxxxx, XX 00000, intends to file with the Massachusetts Department of Public
Health on or about November 23, 1993 an amendment to extend the Determination of
Need authorization period for good cause of the approved but not yet implemented
DoN Project #2-1205. The project consists of a new long term care facility with
142 beds (82 Level II beds and 60 Level III beds) and space for 20 Adult Day
Health Program participants. The project was approved for a site at Parcels 28,
31 and 31-1 on Shrewsbury Assessor's Map Plate 00, Xxxx Xxxxxx, Xxxxxxxxxx; a
transfer of site amendment from this address is pending before the Department of
Public Health and an amendment to that transfer of site request is planned to be
filed following consultation with the Department. There will be no change in the
Estimated Capital Expenditure as a result of this amendment.
Persons who wish to comment on the proposed amendment must submit written
comments within twenty (20) days of the filing date of the request to the
Department of Public Health, Attention: Program Director, Determination of Need
Program, 000 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000. The proposed amendment may be
inspected at such address.
================================================================================
Page A7
--------------------------------------------------------------------------------
PUBLIC ANNOUNCEMENT CONCERNING
A HEALTH CARE FACILITY
[ILLEGIBLE]
--------------------------------------------------------------------------------
Legal Notice
------------
Page C11
AFFIDAVIT OF TRUTHFULNESS AND PROPER SUBMISSION
Xxxx X. Xxxxxxxx
--------------------------------------------------------------------------------
(Name of Applicant)*
000 Xxxxxxxxxxx Xxxx, Xxxxx, XX 00000 and
00 Xxxxxxxx Xxxxx, Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
(Address of Applicant)
hereby makes application for a determination of need under Chapter III or IIIB
of the General Laws and the Massachusetts Determination of Need Regulations
for: _____ original licensure
_____ Substantial capital expenditure
_____ Substantial change in service
X Extension of DoN
--- Authroization Period
respecting a: ____ hospital
X long term care facility
----
____ clinic
____ other (specify) ________________________________
for the development of:
Heritage Manor Nursing Home/Project #2-1205
--------------------------------------------------------------------------------
(Name of facility and/or program)
at the following address: Parcels 28, 31 and 31-1 on Shrewsbury Assessor's Map
Plate 00, Xxxx Xxxxxx, Xxxxxxxxxx, XX
----------------------------------------------------------------------------
(Street and Town)
Type of Ownership:
_________ City __________ State
_________ Country __________ Private Nonprofit Organization
Proprietary:
X Individual __________ Partnership
---------
_________ Corporation
with the following estimated capital expenditure (Section 100.020 of the
Regulations) $ 7,293,412. (in September 1988 dollars)
*All persons participating in Joint Venture DoN applications (e.g., applications
with two or more corporations) should be aware that each person who comprises
the "applicant" will have to be named on the license. In addition, any
subsequent changes in ownership of any person comprising the licensee will
require compliance with the relevant change of ownership procedures.
All joint venture applicants should carefully evaluate the effect these
requirements will have on their future activities.
AFFIDAVIT OF TRUTHFULNESS (CONTINUED)
I, the undersigned, certify that
1. I have read the Massachusetts Determination of Need Regulations.
2. I have read this application for Determination of Need including all
exhibits and attachments, and the information contained therein is accurate
and true.
3. I have submitted the required copies of this application to the
Determination of Need Program and to all relevant agencies (see below*) as
required.
4. I have caused notice to be published as required by Sections
100.330-100.332 of the Regulations. The notice, true copies of which are
enclosed, was published in the
TELEGRAM & GAZETTE on November 20, 1993
--------------------------------------- -----------------------------------
(Name of Newspaper) (Date of Publication)
on
--------------------------------------- -----------------------------------
(Name of Newspaper) (Date of Publication)
5. The applicant is, or will be, the eventual licensee of the facility.
6. All material submitted to the Department by or on behalf of the applicant
respecting the subject matter of this application is, to the best of my
knowledge and belief, accurate and true.
Signed on the 22nd day of November, 1993, under the pains and penalties of
perjury.
/s/ [Illegible]
-----------------------------------
Signature of Authorized Official
Senior Vice President/Development
-----------------------------------
Position of Title
THIS FORM MUST BE NOTARIZED IN THE SPACE PROVIDED BELOW:
/s/ [Illegible]
----------------------------------
Notary Signature 5/2/96
* Copies of this application have been submitted as follows: (Please check.
Agency and number of copies required are listed.
Dept. of Public Health - Rate Setting Commission (2) _____
Regional Health Office (1) _____ HSA IV (If applicable) (1) _____
Dept. of Public Welfare - Dept. of Elder Affairs (2) _____
Medicaid Division (2) _____ Dept. of Mental Health (2) _____
[LETTERHEAD OF THE COMMONWEALTH OF MASSACHUSETTS]
January 6 , 1995
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
NOTICE OF PUBLIC HEALTH COUNCIL ACTION
Xxxx X. Xxxxxx, Ph.D.
Senior Vice President PREVIOUSLY APPROVED DoN #2-205
Continuum Care Corporation Heritage Manor Nursing Home
000 Xxxxx Xxxxxx Transfer of Site
Xxxxxxx, XX 00000
Dear Xx. Xxxxxx:
At their meeting of December 20, 1994, the Commissioner and the Public
Health Council, acting together as the Department, voted pursuant to M.G.L.,c.
111, s.25C and the Regulations adopted thereunder to approve with condition the
request by Heritage Manor Nursing Home to transfer the site of the approved but
not yet implemented Determination of Need (DoN) Project #2-1205 from 34 and 00
Xxxx Xxxxxx, Xxxxxxxxxx, XX to a site on Millbury Avenue (Assessor's Map 0,
xxxxxx 00), Xxxxxxxx, XX. The approval also decreases the Land Acquisition cost
of the project from $550,000 (September 1988 dollars) to $440,000 (September
1994 dollars).
Written comments objecting to the transfer of site were submitted by
Xxxxxx X. XxxxXxxxxx, M.D., President and Chief Executive Officer of St Xxxxxxx
Health Care System, Worcester, Xx. Xxxxxx X'Xxxxxx, Director, Council On Aging,
Mulbury, MA, and the Law Firm of Xxxxxx, Xxxxxxxx & Xxxxxxxxx, acting on behalf
of its client, St. Xxxxxxx Health Care System.
Xx. XxxxXxxxxx commented that central Massachusetts (HSA II) has an
excess capacity of long term care beds, 388 existing and 265 in the final stages
of construction, and with several assisted living projects as well as innovative
outpatient and home care programs coming on line, the occupancy rates of long
term care facilities will decline so that the siting of an additional facility
in the area will result in excess capacity and increased health care costs. Xx.
XxxxXxxxxx also recommended that the project be placed on hold until an
investigation is completed of long term care bed need in central Massachusetts.
Heritage Manor Nursing Home - 2 - Project No.2-1205
Xx. X'Xxxxxx commented that an additional facility is not needed as
the existing five facilities plus the anticipated opening of another facility
within the next few months are meeting the long term care needs in the area.
The law firm of Xxxxxx, Xxxxxxxx & Xxxxxxxxx commented that the
transfer of site would represent a substantial change in service because the
population to be served is somewhat different from that of the originally
approved site. The comments also indicated that the transfer would violate the
objectives of the DoN process since an additional 142 beds to the 400 already
existing long term care beds in the area would result in an over supply of beds,
increased costs and reduced quality of care. The comments cited the repeated
requests by Xx. Xxxxxxxx for transfer of site and transfer of ownership, noting
that the recent merger of the Mediplex Group with Sun Healthcare raises concerns
about antitrust implications and need for thorough background examinations. The
comments further argued that with a new owner, wholly different site, and
different population to be served, the project is different from the one
originally approved. The comments noted that there is no need for another
nursing home in central Massachusetts and the DoN should be revoked. The
comments recommended denial of the request for transfer of site.
The Department determined that the objections were unwarranted under
DoN Regulation 105 CMR 100.720(H)(1)(2) and (3) for the following reasons: 1)
there will be no change in the service area, since the service areas for long
term care are based on HSA regions and the new site remains in the same HSA; 2)
there will be no substantial change in services since the level of care, Level
II and Level III beds, will remain the same; and 3) the result of the relocation
would not be more than 25 miles from the original approved site.
The condition accompanying this approval is as follows:
All conditions attached to the original and amended approval of
Determination of Need Project #2-1205 shall remain in effect.
FOR THE PUBLIC HEALTH COUNCIL
/s/ Xxxxx X. Xxxxxx
-------------------
Xxxxx X. Xxxxxx
LT/JJ/jj Secretary to the Council
cc: Xxxx Xxxxx, Rate Setting Commission
Xxxx Xxxxxxxx, Division of Health Care Quality
Public File
Compliance
Decision Letter File
[LETTERHEAD OF THE COMMONWEALTH OF MASSACHUSETTS]
January 17, 1995
Xxxx X. Xxxxxx, Ph.D. Re: Approved DoN Project No.2-1205
Senior Vice President Heritage Manor Nursing Home
Continuum Care Corporation Request for Immaterial and
000 Xxxxx Xxxxxx Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
Dear Xx. Xxxxxx:
This is in response to your letter dated September 7, 1994, requesting
immaterial and minor changes to the above referenced DoN Project #2-1205. The
immaterial change is for a one-time addition of 12 DoN exempt beds with 3,364
gross square feet (GSF). The minor change is for deletion of the originally
approved Adult Day Care program and conversion of the 2,500 GSF to space for
physical and occupational therapy, and other patient care areas to meet the
expected increase in patients' acuity.
Please note that the requested increase in the 3,364 GSF for the
12-bed addition is not considered an amendment since it may be added outside the
DoN and may be constructed at the holder's own risk. Also note that DoN is
required if the capital or operating costs of the 12 beds exceed the DoN
expenditure minimums.
Pursuant to DoN regulations 105 CMR 100.751(D) and 105 CMR 100.752(C)
approval Is hereby granted, respectively, for the immaterial and minor changes
as noted based on the following:
The amendments have been filed pursuant to 105 CMR 100.754 and 105 CMR
100.755 of the DoN regulations.
Heritage Manor Nursing Home - 2 - Project No.2-1205
Please note that all terms and conditions attached to the original and
the amended approval of the DoN No.2-1205 shall remain in effect.
Sincerely,
/s/ Xxxxx Xxxxx
---------------
Xxxxx Xxxxx
Director
JJ/ajg. Determination of Need Program
cc: Xxxx Xxxxxxxx, DRCQ
Compliance File
Public File
[LETTERHEAD OF CONTINUUM CARE CORPORATION]
January 18, 1995
FEDERAL EXPRESS
Xx. Xxxxx Xxxxx
Program Director
Determination of Need Office
Massachusetts Department of Public Health
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
RE: Approved Determination of Need Project #2-1205
Heritage Manor Nursing Home
Immaterial Change Approval
Dear Xxxxx:
I received today your January 17, 1995 approval of minor and
immaterial changes to the above-referenced DoN. As you quite correctly note "the
requested increase in the 3,364 gross square footage for the twelve-bed addition
is not considered an amendment since it may be added outside of the DoN and may
be constructed at the holder's own risk."
However, your letter goes on to state that the immaterial change,
regarding the twelve-bed addition only and the associated gross square footage,
is approved. As you know, the twelve-bed expansion exemption allows the one-time
addition of twelve beds not to exceed 420 gross square feet per bed, or 5,040
additional square feet.
At the time of our request for the immaterial change, we thought we
would require only the 3,364 gross square feet noted in your letter. Our revised
plans show a need for 5,034 gross square feet associated with the twelve-bed
addition. Since this is consistent with the statutory twelve-bed exemption and
the consistent manner in which the Determination of Need Office has handled such
matters, would you acknowledge with your signature below, the simple fact that
we are entitled, by statute and regulation, to build the additional twelve beds
with associated maximum square footage not to exceed 5,040 square feet.
Xx. Xxxxx Xxxxx
January 18, 1995
Page Two.
For your convenience, I have enclosed a self-addressed stamped
envelope and duplicate signature copies, as well as a copy of your January 17,
1995 letter to me. I am asking for this further confirmation since I do not want
to run into any unnecessary difficulties during the Division of Health Care
Quality's review of architectural plans for this project.
Thank you in advance for your assistance on this.
Best personal regards.
Sincerely,
/s/ Xxxx X. Xxxxxx
------------------
Xxxx X. Xxxxxx, Ph.D.
Senior Vice President
JAK/mgm
Attachments
cc: Xxxxxx X. Xxxxxx, Esq.
Duly acknowledged:
/s/ Xxxxx Xxxxx 1/19/95
--------------------------
Xxxxx Xxxxx Date
Program Director
Determination of Need Office, MDPH
MEDIPLEX OF MILLBURY
CHANGES TO LOBBY
1. ADDITIONAL WINDOWS
2. MOLDINGS AROUND DOORWAYS
3. MOLDINGS ABOVE CHAIR RAILS
4. MOLDING DETAIL ON RECEPTION DESK
5. REDESIGN AND RELOCATION OF RECEPTION DESK
6. MARBLE ACCENTS ON RECEPTION DESK
7. MARBLE FLOOR ACCENTS
8. REDESIGN OF CEILNG XXXXXX
TABLE OF CONTENTS
DESCRIPTION SK# REVISION DATE
REDESIGN SK-1 2/1/95
RECEPTION DESK PLAN & ELEVATION 5K-lA 3/16/95
RECEPTION DESK ELEVATION SK-1B 2/1/95
RECEPTION DESK SECTION SK-1C 3/16/95
WALL ELEVATION DETAIL SK-2 2/1/95
WALL ELEVATIONS SK-2A 2/1/95
WALL ELEVATIONS SK-2B 2/6/95
MOLDING DETAILS SK-2C 2/1/95
DOOR CASING SK-2D 2/1/95
DETAILS SK-2E 2/6/95
MARBLE FLOOR DETAIL SK-2F 2/6/95
Lobby #1
Redesign Diagram
MILLBURY LTC SK-1
Lobby #1
Reception Desk
Plan & Elevation Diagram
MILLBURY LTC SK-1A
Lobby #1
Reception Desk
Elevations Diagram
MILLBURY LTC SK-1B
Lobby #1
Reception Desk
Section Diagram
MILLBURY LTC SK-1C
Lobby #1
Wall Elevations
Detail Diagram
MILLBURY LTC SK-2
Lobby #1
Wall Elevations Diagram
MILLBURY LTC SK-2A
Lobby #1
Wall Elevations Diagram
MILLBURY LTC SK-2B
Lobby #1
Molding Details Diagram
MILLBURY LTC SK-2C
Lobby #1
Door Casing Diagram
MILLBURY LTC SK-2D
Lobby #1 Diagram
MILLBURY LTC SK-2E
Lobby #1
Marble Detail Diagram
MILLBURY LTC SK-2F
EXHIBIT "D"
Preliminary Plans and Specifications
The preliminary plans and specifications are as set forth on the following
list of drawings:
CIVIL ENGINEERING--Xxxxxxxx Engineering
Drawings 1 through 4
LANDSCAPE DESIGN--The Xxxxxxxx Company
Drawings L1 through L2
ARCHITECTURAL--Xxxx Xxxxxx
Drawings 1 through 11 dated march 22, 1995
STRUCTURAL--Xxxxxx X. Xxxxxxxx, P.E.
Drawings S-1 through S-8 dated March 22, 1995
MECHANICAL--Xxxxx/Xxxxx Engineers
Drawings M-1 through M-5 dated March 22, 1995
ELECTRICAL-- Xxxxx/Xxxxx Engineers
Drawings E-1 through E-13 dated March 22, 1995
PLUMBING-- Xxxxx/Xxxxx Engineers
Drawings P-1 through P-8 dated March 22, 1995
KITCHEN DESIGN--Lynco Restaurant Equipment Drawings K1-1
through K1-3 dated March 8, 1995
The plans and specifications include the project manual entitled "Project
Manual, Mediplex of Millbury, 154 bed nursing home, Millbury Avenue, Millbury,
Massachusetts D.O.N. No. 2-1205 dated March 22, 1995: as modified by Addendum
No. 1 dated May 12, 1995 and the attached lobby upgrades.
Exhibit E
================================================================================
CCC DESIGN
000 XXXXX XXXXXX
XXXXXXX, XX
MEDIPLEX OF MILLBURY
REPRESENTATIVE OF PERSONAL PROPERTY
MARCH 1, 1995
================================================================================
CCC DESIGN
000 XXXXX XXXXXX
XXXXXXX, XX
MEDIPLEX OF MILLBURY
MARCH 1, 1995
TABLE OF CONTENTS
FURNITURE
EQUIPMENT
GROUP THREE ITEMS
WALLCOVERING
CARPET
WINDOW TREATMENTS
FABRIC
DECOR ITEMS/SILK PLANTS
CCC DESIGN
000 XXXXX XXXXXX
XXXXXXX, XX
MEDIPLEX OF MILLBURY
REPRESENTATIVE OF PERSONAL PROPERTY
MARCH 1, 1995
RM # ROOM QTY UNIT ITEM
FURNITURE
PATIENT ROOM 154 EA SINGLE DRESSERS
PATIENT ROOM 131 EA BEDS/MANUAL
PATIENT ROOM 23 EA BEDS AUTOMATIC
PATIENT ROOM 154 EA BEDSIDE CABINETS
PATIENT XXXX 000 XX XXXXXXXXX
XXXXXXX XXXX 000 EA OVER BED TABLES
XXXXXXX XXXX 00 XX XXXX CHAIRS
PATIENT XXXX 000 XX XXXXXXX
XXXXXXX XXXX 000 EA PATENT CHAIRS
001 LOBBY 1 EA ANNOUNCEMENT BOARD
001 LOBBY 4 EA CLUB CHAIRS
001 LOBBY 4 EA END TABLE
001 LOBBY 1 EA RECEPTION CHAIR
001 LOBBY 1 EA ACCENT CONSOLE
001 LOBBY 1 EA LOVE SEATS
001 LOBBY 1 EA SWIVEL CHAIR
001 LOBBY 1 EA COFFEE TABLE
002 OFFICE 1 EA 2 DRAWER LATERAL FILE
002 OFFICE 1 EA DESK CHAIR
002 OFFICE 1 EA DESK 30 X 60
002 OFFICE 1 EA SIDE CHAIR
003 ADMINISTRATOR 1 EA BOOK CASE
003 ADMINISTRATOR 1 EA 2 DRAWER LATERAL FILE
003 ADMINISTRATOR 1 EA DESK CHAIR
003 ADMINISTRATOR 1 EA 48" ROUND TABLE
003 ADMINISTRATOR 1 EA CREDENZA
003 ADMINISTRATOR 1 EA EXECUTIVE DESK
003 ADMINISTRATOR 4 EA SIDE CHAIRS
004 CONFERENCE 1 EA END TABLE
004 CONFERENCE 1 EA LOVE SEAT
004 CONFERENCE 12 EA CONFERENCE CHAIRS
004 CONFERENCE 1 EA WALL CLOCK
004 CONFERENCE 1 EA 10' CONFERENCE TABLE
004 CONFERENCE 1 EA VISUAL CABINET
004 CONFERENCE 1 XX XXXX CHAIR
005 BUSINESS OFFICE 2 EA DESK WITH RETURNS
005 BUSINESS OFFICE 2 EA DESK CHAIRS
005 BUSINESS OFFICE 2 EA BOOK CASE
005 BUSINESS OFFICE 2 EA SIDE CHAIRS
005 BUSINESS OFFICE 2 EA LATERAL FILES
007 THERAPY 3 EA ADJUSTABLE HEIGHT TABLES
007 THERAPY 12 XX XXXXX CHAIRS
007A THERAPY 1 EA DESK 30 X 60
007A THERAPY 1 EA DESK CHAIR
CCC DESIGN
000 XXXXX XXXXXX
XXXXXXX, XX
MEDIPLEX OF MILLBURY
REPRESENTATIVE OF PERSONAL PROPERTY
MARCH 1, 1995
RM # ROOM QTY UNIT ITEM
FURNITURE (CONTINUED)
007A THERAPY 1 SIDE CHAIR
007B THERAPY 1 EA SIDE CHAIRS
007B THERAPY 1 EA DESK 30 X 60
007B THERAPY 1 EA DESK CHAIR
009 LIBRARY 4 EA SIDE CHAIR
009 LIBRARY 1 EA LOVE SEAT
009 LIBRARY 3 EA END TABLE
009 LIBRARY 1 EA 42" ROUND TABLE
009 LIBRARY 2 XX XXXX CHAIR
010 SNACK SHOP 9 EA CAFE CHAIRS
010 SNACK SHOP 3 EA 24" ROUND CAFE TABLES
016 XXXXXX 0 XX XXXX XXXXX
000 XXXXXX 0 XX XXXX CHAIR
016 OFFICE 1 EA DESK 30 X 60
017 SITTING ROOM 1 EA DOOR TREATMENT - STRECH SHEER
017 SITTING ROOM 4 EA DINING CHAIRS
017 SITTING ROOM 2 EA GLIDERS
017 SITTING ROOM 2 EA CLUB CHAIRS
017 SITTING ROOM 2 EA LOVE SEAT
017 SITTING ROOM 1 EA AMOIRE
017 SITTING ROOM 1 EA 42" ROUND TABLE
017 SITTING ROOM 4 EA WINDOW TREATMENTS
017 SITTING ROOM 5 EA END TABLES
017 SITTING ROOM 4 XX XXXX CHAIRS
019 MEDICAL RECORDS 1 EA DESK 30 X 60
019 MEDICAL RECORDS 1 EA DESK CHAIR
024 OFFICE / NURSING 6 EA SWIVEL CHAIR
025 NURSE STATION 3 EA CHAIR / SWIVEL
031 LAUNDRY 2 EA FOLDING TABLE
032 OFFICE 1 EA SIDE CHAIR
032 OFFICE 1 EA DESK CHAIR
032 OFFICE 1 EA DESK 30 X 60
040 STAFF 4 EA 42" ROUND TABLE
040 STAFF 16 XX XXXXX CHAIRS
046 DINING 44 EA DINING CHAIRS
046 DINING 1 EA CHINA CABINET
046 DINING 11 EA DINING TABLES
046 DINING 2 EA MIRRORS
048 ACTIVITY 5 EA ADJUSTABLE HEIGHT FOLDING TABLES
048 ACTIVITY 30 XX XXXXX CHAIRS
051 LOUNGE 1 EA LOVE SEATS
051 LOUNGE 4 EA DINING CHAIRS
051 LOUNGE 2 EA GLIDER
051 LOUNGE 1 EA 36" ROUND TABLE
CCC DESIGN
000 XXXXX XXXXXX
XXXXXXX, XX
MEDIPLEX OF MILLBURY
REPRESENTATIVE OF PERSONAL PROPERTY
MARCH 1, 1995
RM # ROOM QTY UNIT ITEM
FURNITURE (CONTINUED)
051 LOUNGE 4 EA END TABLES
051 LOUNGE 1 EA AMOIRE
059 SITTING 4 XX XXXX CHAIRS
059 SITTING 2 EA CLUB CHAIRS
059 SITTING 2 EA LOVE SEATS
059 SITTING 1 EA AMOIRE
059 SITTING 4 EA DINING CHAIRS
059 SITTING 5 EA END TABLES
059 SITTING 1 EA 42" ROUND TABLE
059 SITTING 2 EA GLIDERS
071 OFFICE / NURSING 6 EA SWIVEL CHAIR
072 NURSE STATION 3 EA SWIVEL CHAIRS
074 OFFICE 1 EA DESK 30 X 60
074 OFFICE 1 EA SIDE CHAIR
074 OFFICE 1 EA DESK CHAIR
075A BEAUTY/XXXXXX 1 EA END TABLE
075A BEAUTY/XXXXXX 1 EA SHAMPOO CHAIR
075A BEAUTY/XXXXXX 2 EA DRYER CHAIR
075A BEAUTY/XXXXXX 2 EA CHAIRS / WAITING
077 PRIVATE DINING 12 EA DINING CHAIRS
077 PRIVATE DINING 1 EA CHINA CABINET
077 PRIVATE DINING 1 EA RECTANGULAR DINING TABLE WITH LEAF
080 ASSISTED DINING 12 EA DINING CHAIRS
080 ASSISTED DINING 6 EA DINING TABLE
080 ASSISTED DINING 1 EA MIRROR
082 DNS 1 EA DESK 36 X 72
082 DNS 1 EA CHAIR / SIDE
082 DNS 1 EA BOOKCASE
082 DNS 1 EA CHAIR / DESK
082 DNS 1 EA 2 DRAWER LATERAL FILE
085 CHAPEL 1 EA LECTURN
085 CHAPEL 10 EA CHAIRS
086 SOC SERV 1 EA DESK 30 X 60
086 SOC SERV 1 EA CHAIR / DESK
086 SOC SERV 1 EA 2 DRAWER LATERAL FILE
086 SOC SERV 2 EA CHAIR / SIDE
086 SOC SERV 1 EA CREDENZA
086A AMISSIONS 1 EA LAMP
086A AMISSIONS 1 EA ROUND CORNER TABLE
086A AMISSIONS 1 EA DESK CHAIR
086A AMISSIONS 2 EA SIDE CHAIR
086A AMISSIONS 1 EA LOVESEAT
086A AMISSIONS 1 EA 2 DRAWER LATERAL FILE
086A AMISSIONS 1 EA DESK 30 X 60
CCC DESIGN
000 XXXXX XXXXXX
XXXXXXX, XX
MEDIPLEX OF MILLBURY
REPRESENTATIVE OF PERSONAL PROPERTY
MARCH 1, 1995
RM # ROOM QTY UNIT ITEM
FURNITURE (CONTINUED)
086A AMISSIONS 1 EA CREDENZA
086A AMISSIONS 1 XX XXXX CHAIR
161 ADL 10 XX XXXXX CHAIRS
161 ADL 2 XX XXXXX CHAIRS
162 EXAM 1 EA ADJUSTABLE HEIGHT TABLE
162 EXAM 1 EA CHAIR
162 EXAM 1 EA EXAM TABLE
162 EXAM 1 EA EXAM LIGHT
203 OFFICE / NURSING 1 EA EXAM STOOL
205 NURSE STATION 6 EA SWIVEL CHAIR
210 SITTING 3 EA SWIVEL CHAIR
210 SITTING 2 EA LOVE SEATS
210 SITTING 1 EA 42" ROUND TABLE
210 SITTING 1 EA AMOIRE
210 SITTING 4 EA DINING CHAIRS
210 SITTING 4 EA GLIDERS
210 SITTING 4 XX XXXX CHAIRS
210 SITTING 4 EA END TABLES
210A SITTING AND DINING 2 EA GLIDERS
210A SITTING AND DINING 1 XX XXXX CHAIR
210A SITTING AND DINING 1 EA DINING TABLE
210A SITTING AND DINING 2 EA END TABLE
210A SITTING AND DINING 1 EA LOVE SEAT
210A SITTING AND DINING 4 EA DINING CHAIRS
213 LOUNGE 4 EA DINING CHAIRS
213 LOUNGE 1 EA AMOIRE
213 LOUNGE 2 EA END TABLES
213 LOUNGE 2 EA GLIDER
213 LOUNGE 1 EA LOVE SEATS
213 LOUNGE 1 EA 36" ROUND TABLE
PATIO PATIO 2 EA UMBRELLA
PATIO PATIO 2 EA BENCHES
PATIO PATIO 8 EA CHAIRS
PATIO PATIO 2 EA TABLES
CCC DESIGN
000 XXXXX XXXXXX
XXXXXXX, XX
MEDIPLEX OF MILLBURY
REPRESENTATIVE OF PERSONAL PROPERTY
MARCH 1, 1995
RM # ROOM QTY UNIT ITEM
EQUIPMENT
011 TUB ROOM 1 EA SCALE
011 TUB ROOM 1 EA TRANSFER CHAIR WITH SCALE
011 TUB ROOM 1 EA APOLLO BATHING TUB
013 NOURISHMENT 1 EA REFRIGERATOR
013 NOURISHMENT 1 EA MICRO WAVE
013 NOURISHMENT 1 EA ICE MACHINE - UNDER COUNTER XXXX
000 XXXXXXX XXXX 0 EA TELEVISION
022 MEDICINE ROOM 1 EA REFRIGERATOR / HALF
025 NURSE STATION 1 EA CLOCK
048 ACTIVITY 1 EA REFRIGERATOR / FULLSIZE
048 ACTIVITY 1 XX XXXX
048 ACTIVITY 1 EA OVEN
048 ACTIVITY 1 XX XXXX TOP
055 NOURISHMENT 1 EA REFRIGERATOR / FULLSIZE
055 NOURISHMENT 1 EA MICROWAVE
055 NOURISHMENT 1 EA ICE MACHINE UNDER COUNTER UNITS
056 BATHING CORE 1 EA PATIENT TRANSFER CHAIR WITH SCALE
056 BATHING CORE 1 EA APOLLO TUB
069 MED ROM 1 EA REFRIGERATOR / HALF
072 NURSE STATION 1 EA CLOCK
075A BEAUTY/XXXXXX 2 EA DRYER
075A BEAUTY/XXXXXX 1 EA SHAMPOO SINK
080 ASSISTED DINING 1 EA ICE MAKER / UNDERCOUNTER
080 ASSISTED DINING 1 EA REFRIGERATOR / FULLSIZE
080A SET UP 1 EA REFRIGERATOR / FULLSIZE
080A SET UP 1 EA ICE MAKER / UNDERCOUNTER
161 ADL 1 EA OVEN
161 ADL 1 EA MICROWAVE
161 ADL 1 EA DRYER
161 ADL 1 EA DISH WASHER
161 ADL 1 EA CLOTHES WASHING MACHINE
161 ADL 1 EA SIDE BY SIDE REFRIGERATOR
161 ADL 1 XX XXXX TOP
162 EXAM 1 EA PHYSICAN'S SCALE
205 NURSE STATION 1 EA CLOCK
207 MEDICINE ROOM 1 EA HALF SIZE REFRIGERATOR
210 SITTING 1 EA TELEVISION
212 BATHING CORE 1 XX XXXXXX TUB
212 BATHING CORE 1 XX XXXXXX TRANSFER CHAIR SCALE
XXX PATIENT ROOMS 142 EA CUBICLE CURTAIN TRACKS
CCC DESIGN
000 XXXXX XXXXXX
XXXXXXX, XX
MEDIPLEX OF MILLBURY
REPRESENTATIVE OF PERSONAL PROPERTY
MARCH 1, 1995
RM # ROOM QTY UNIT ITEM
GROUP THREE ITEMS
025 NURSE STATION 1 LOT CHART RACK AND BINDER
025 NURSE STATION 1 EA ACTIVITY BOARD
072 NURSE STATION 1 EA ACTIVITY BOARD
072 NURSE STATION 1 LOT CHART RACK AND BINDER
205 NURSE STATION 1 LOT CHART RACK AND BINDERS
PATIENT ROOM 154 EA BULLETIN BOARDS
205 NURSE STATION 1 EA ACTIVITY BOARD
ALL WASTECANS 50 EA WASTE BASKETS
ALL WASTECANS 200 EA STEP ON CANS
CCC DESIGN
000 XXXXX XXXXXX
XXXXXXX, XX
MEDIPLEX OF MILLBURY
REPRESENTATIVE OF PERSONAL PROPERTY
MARCH 1, 1995
RM # ROOM QTY UNIT ITEM
WALLCOVERING
001 LOBBY 1 LOT WALLCOVERING
002 OFFICE 1 LOT WALLCOVERING
003 ADMINISTRATOR 1 LOT WALLCOVERING
004 CONFERENCE 1 LOT WALLCOVERING
005 BUSINESS OFFICE 1 LOT WALLCOVERING
007 THERAPY 1 LOT WALLCOVERING
007A THERAPY 1 LOT WALLCOVERING
007B THERAPY 1 LOT WALLCOVERING
009 LIBRARY 1 LOT WALLCOVERING
010 SNACK SHOP 1 LOT WALLCOVERING
011 TUB ROOM 1 LOT WALLCOVERING
013 NOURISHMENT 1 LOT WALLCOVERING
013 MEN 1 LOT WALLCOVERING
015A WOMEN 1 LOT WALLCOVERING
016 OFFICE 1 LOT WALLCOVERING
016A BATHING CORE 1 LOT WALLCOVERING
017 SITTING ROOM 1 LOT WALLCOVERING
018 CORRIDOR 1 LOT WALLCOVERING
019 MEDICAL RECORDS 1 LOT WALLCOVERING
020 CLEAN LINEN 1 LOT WALLCOVERING
022 MEDICINE ROOM 1 LOT WALLCOVERING
023 TOILET 1 LOT WALLCOVERING
024 OFFICE / NURSING 1 LOT WALLCOVERING
025 NURSE STATION 1 LOT WALLCOVERING
026 CLEAN UTILITY 1 LOT WALLCOVERING
027 PATIENT STORAGE 1 LOT WALLCOVERING
029 MEN 1 LOT WALLCOVERING
030 WOMEN 1 LOT WALLCOVERING
032 OFFICE 1 LOT WALLCOVERING
033A PATIENT STORAGE 1 LOT WALLCOVERING
040 STAFF 1 LOT WALLCOVERING
042 MEN 1 LOT WALLCOVERING
043 WOMEN 1 LOT WALLCOVERING
044 MEN 1 LOT WALLCOVERING
045 WOMEN 1 LOT WALLCOVERING
046 DINING 1 LOT WALLCOVERING
048 ACTIVITY 1 LOT WALLCOVERING
049 CORRIDOR 1 LOT WALLCOVERING
051 LOUNGE 1 LOT WALLCOVERING
052 OXYGEN 1 LOT WALLCOVERING
055 NOURISHMENT 1 LOT WALLCOVERING
056 BATHING CORE 1 LOT WALLCOVERING
057 SOILED 1 LOT WALLCOVERING
CCC DESIGN
000 XXXXX XXXXXX
XXXXXXX, XX
MEDIPLEX OF MILLBURY
REPRESENTATIVE OF PERSONAL PROPERTY
MARCH 1, 1995
RM # ROOM QTY UNIT ITEM
WALLCOVERING (CONTINUED)
059 SITTING 1 LOT WALLCOVERING
060 CORRIDOR 1 LOT WALLCOVERING
068 CLEAN 1 LOT WALLCOVERING
069 MED RM 1 LOT WALLCOVERING
070 TOILET 1 LOT WALLCOVERING
071 OFFICE / NURSING 1 LOT WALLCOVERING
072 NURSE STATION 1 LOT WALLCOVERING
073 CLEAN UTILITY 1 LOT WALLCOVERING
074 OFFICE 1 LOT WALLCOVERING
075A BEAUTY/XXXXXX 1 LOT WALLCOVERING
077 PRIVATE DINING 1 LOT WALLCOVERING
079 WOMEN 1 LOT WALLCOVERING
080 ASSISTED DINING 1 LOT WALLCOVERING
080A SET UP 1 LOT WALLCOVERING
081 MEN 1 LOT WALLCOVERING
082 DNS 1 LOT WALLCOVERING
086 SOC SERV 1 LOT WALLCOVERING
086A AMISSIONS 1 LOT WALLCOVERING
159 PHYSICAL THERAPY 1 LOT WALLCOVERING
160 STAFF 1 LOT WALLCOVERING
161 ADL 1 LOT WALLCOVERING
162 EXAM 1 LOT WALLCOVERING
163 TRAINING TOILET 1 LOT WALLCOVERING
201 CORRIDOR 1 LOT WALLCOVERING
202 XXX STOR 1 LOT WALLCOVERING
203 OFFICE / NURSING 1 LOT WALLCOVERING
204 CLEAN UTILITY 1 LOT WALLCOVERING
205 NURSE STATION 1 LOT WALLCOVERING
206 CLEAN UTILITY 1 LOT WALLCOVERING
207 MEDICINE ROOM 1 LOT WALLCOVERING
208 TOILET 1 LOT WALLCOVERING
209 CORRIDOR 1 LOT WALLCOVERING
210 SITTING 1 LOT WALLCOVERING
212 BATHING CORE 1 LOT WALLCOVERING
213 LOUNGE 1 LOT WALLCOVERING
217 OXYGEN 1 LOT WALLCOVERING
CCC DESIGN
000 XXXXX XXXXXX
XXXXXXX, XX
MEDIPLEX OF MILLBURY
REPRESENTATIVE OF PERSONAL PROPERTY
MARCH 1, 1995
RM # ROOM QTY UNIT ITEM
CARPET
032 OFFICE 1 LOT CARPET WITH CARPET BASE
077 PRIVATE DINING 1 LOT CARPET WITH CARPET BASE
004 CONFERENCE 1 LOT CARPET WITH CARPET BASE
059 SITTING 1 LOT CARPET WITH CARPET BASE
082 DNS 1 LOT CARPET WITH CARPET BASE
201 CORRIDOR 1 LOT CARPET WITH CARPET BASE
001 LOBBY 1 LOT CARPET WITH CARPET BASE
005 BUSINESS OFFICE 1 LOT CARPET WITH CARPET BASE
016 OFFICE 1 LOT CARPET WITH CARPET BASE
017 SITTING ROOM 1 LOT CARPET WITH CARPET BASE
213 LOUNGE 1 LOT CARPET WITH CARPET BASE
074 OFFICE 1 LOT CARPET WITH CARPET BASE
086 SOC SERV 1 LOT CARPET WITH CARPET BASE
024 OFFICE / NURSING 1 LOT CARPET WITH CARPET BASE
007B THERAPY 1 LOT CARPET WITH CARPET BASE
071 OFFICE / NURSING 1 LOT CARPET WITH CARPET BASE
007A THERAPY 1 LOT CARPET WITH CARPET BASE
002 OFFICE 1 LOT CARPET WITH CARPET BASE
209 CORRIDOR 1 LOT CARPET WITH CARPET BASE
046 DINING 1 LOT CARPET WITH CARPET BASE
086A AMISSIONS 1 LOT CARPET WITH CARPET BASE
018 CORRIDOR 1 LOT CARPET WITH CARPET BASE
009 LIBRARY 1 LOT CARPET WITH CARPET BASE
003 ADMINISTRATOR 1 LOT CARPET WITH CARPET BASE
051 LOUNGE 1 LOT CARPET WITH CARPET BASE
CCC DESIGN
000 XXXXX XXXXXX
XXXXXXX, XX
MEDIPLEX OF MILLBURY
REPRESENTATIVE OF PERSONAL PROPERTY
MARCH 1, 1995
RM # ROOM QTY UNIT ITEM
WINDOW TREATMENTS
001 LOBBY 6 EA WINDOW TREATMENT
003 ADMINISTRATOR 1 EA WINDOW TREATMENT
004 CONFERENCE 1 EA WINDOW TREATMENT
005 BUSINESS OFFICE 1 EA WINDOW TREATMENT
007 THERAPY 2 EA WINDOW TREATMENT
010 SNACK SHOP 3 EA WINDOW TREATMENT
016 OFFICE 1 EA WINDOW TREATMENT
018 CORRIDOR 2 EA WINDOW TREATMENT
046 DINING 5 EA WINDOW TREATMENT
048 ACTIVITY 7 EA WINDOW TREATMENT
051 LOUNGE 1 EA WINDOW TREATMENT
059 SITTING 4 EA WINDOW TREATMENT
060 CORRIDOR 1 EA WINDOW TREATMENT
071 OFFICE /NURSING 1 EA WINDOW TREATMENT
075A BEAUTY/XXXXXX 1 EA WINDOW TREATMENT
077 PRIVATE DINING 1 EA WINDOW TREATMENT
080 ASSISTED DINING 2 EA WINDOW TREATMENT
082 DNS 1 EA WINDOW TREATMENT
086 SOC SERV 1 EA WINDOW TREATMENT
086A AMISSIONS 1 EA WINDOW TREATMENT
159 PHYSICAL THERAPY 5 EA WINDOW TREATMENT
160 STAFF 3 EA WINDOW TREATMENT
162 EXAM 1 EA WINDOW TREATMENT
201 CORRIDOR 1 EA WINDOW TREATMENT
209 CORRIDOR 1 EA WINDOW TREATMENT
210 SITTING 3 EA WINDOW TREATMENT
213 LOUNGE 1 EA WINDOW TREATMENT
XXX PATIENT ROOM 82 EA WINDOW TREATMENT
016 OFFICE 2 EA SIDE LIGHTS
082 DNS 1 EA SIDE LIGHTS
086 SOC SERV 1 EA SIDE LIGHTS
001 LOBBY 4 EA SIDE LIGHTS
005 BUSINESS OFFICE 1 EA SIDE LIGHTS
003 STAFF 1 EA SIDE LIGHTS
086A AMISSIONS 1 EA SIDE LIGHTS
CCC DESIGN
000 XXXXX XXXXXX
XXXXXXX, XX
MEDIPLEX OF MILLBURY
REPRESENTATIVE OF PERSONAL PROPERTY
MARCH 1, 1995
RM # ROOM QTY UNIT ITEM
CARPET
080 ASSISTED DINING 1 LOT FABRIC FOR WALLS
046 DINING 1 LOT FABRIC FOR WALLS
077 PRIVATE DINING 1 LOT FABRIC FOR WALLS
PATIENT ROOM 200 EA BED SPREADS
PATIENT ROOM 142 EA CUBICLE CURTAINS
212 BATHING CORE 5 EA SHOWER CURTAINS
016A BATHING CORE 6 EA SHOWER CURTAINS
056 BATHING CORE 5 EA SHOWER CURTAINS
PATIENT ROOM 11 EA SHOWER CURTAINS
CCC DESIGN
000 XXXXX XXXXXX
XXXXXXX, XX
MEDIPLEX OF MILLBURY
REPRESENTATIVE OF PERSONAL PROPERTY
MARCH 1, 1995
RM # ROOM QTY UNIT ITEM
CARPET
213 LOUNGE 2 EA SILK PLANTS
001 LOBBY 2 EA SILK PLANTS
210A SITTING AND DINING 1 EA SILK PLANTS
003 ADMINISTRATOR 1 EA SILK PLANTS
046 DINING 4 EA SILK PLANTS
210 SITTING 2 EA SILK PLANTS
051 LOUNGE 1 EA SILK PLANTS
059 SITTING 3 EA SILK PLANTS
004 CONFERENCE 1 EA SILK PLANTS
017 SITTING ROOM 3 EA SILK PLANTS
S SIGNAGE 1 LOT SIGNAGE
MEDIPLEX OF MILLBURY
CHANGES TO LOBBY
1. ADDITIONAL WINDOWS
2. MOLDINGS AROUND DOORWAYS
3. MOLDINGS ABOVE CHAIR RAILS
4. MOLDING DETAIL ON RECEPTION DESK
5. REDESIGN AND RELOCATION OF RECEPTION DESK
6. MARBLE ACCENTS ON RECEPTION DESK
7. MARBLE FLOOR ACCENTS
8. REDESIGN OF CEILING XXXXXX
TABLE OF CONTENTS
DESCRIPTION SK # REVISION DATE
REDESIGN SK-1 2/1/95
RECEPTION DESK PLAN & ELEVATION SK-1A 3/16/95
RECEPTION DESK ELEVATION SK-1B 2/1/95
RECEPTION DESK SECTION SK-1C 3/16/95
WALL ELEVATION DETAIL SK-2 2/1/95
WALL ELEVATIONS SK-2A 2/1/95
WALL ELEVATIONS SK-2B 2/6/95
MOLDING DETAILS SK-2C 2/1/95
DOOR CASING SK-2D 2/1/95
DETAILS SK-2E 2/6/95
MARBLE FLOOR DETAIL SK-2F 2/6/95
LOBBY #1 REDESIGN DIAGRAM
MILLBURY LTC SK-1
LOBBY #1 RECEPTION DESK PLAN & ELEVATION
MILLBURY LTC SK-1A
LOBBY #1 RECEPTION DESK ELEVATIONS DIAGRAM
MILLBURY LTC SK-1B
LOBBY #1 RECEPTION DESK SECTION DIAGRAM
MILLBURY LTC SK-1C
LOBBY #1 WALL ELEVATIONS DIAGRAM
MILLBURY LTC SK-2B
LOBBY #1 WALL ELEVATIONS DIAGRAM
MILLBURY LTC SK-2A
LOBBY #1 WALL ELEVATIONS DETAIL DIAGRAM
MILLBURY LTC SK-2
LOBBY #1 MOULDING DETAILS DIAGRAM
MILLBURY LTC SK-2C
LOBBY #1 DOOR CASING DIAGRAM
MILLBURY LTC SK-2D
LOBBY #1 DIAGRAM
MILLBURY LTC SK-2E
LOBBY #1 MARBLE DETAIL DIAGRAM
MILLBURY LTC SK-2F
Exhibit "F"
Additional Cost Items
(a) Medical gases for 23 beds at the Facility.
(b) Additional 1,476 square feet of storage space.
(c) Provision of a roof deck for the Alzheimer's area.
(d) Provision of an additional 36 automobile parking spaces beyond the
number of spaces set forth on the preliminary plans (the total parking
spaces will equal 166).
(e) Relocation of the OT/PT space.
(f) The cost of items of Personal Property in excess of the FFE Allowance
set forth in Section 2.5, including, without limitation, the costs for
electric beds.
(g) The cost (as described in Section 4.2) of remedying unusual site
conditions pursuant to Section 4.2.
(h) The cost of upgrading the Facility's lobby in excess of the Lobby
Allowance set forth in Section 2.5.
