Exhibit 10.6.55
BLAKEHURST
TRADITIONAL PLAN
RESIDENCY AGREEMENT
THE CHESTNUT PARTNERSHIP
APRIL 25, 1996
GLOSSARY
THE FOLLOWING TERMS ARE DESCRIBED AS USED IN THE ACCOMPANYING AGREEMENT.
REFERENCE TO THE AGREEMENT AND THE CONTEXT IN WHICH THE TERMS ARE USED IS
RECOMMENDED TO PROVIDE A XXXXXX UNDERSTANDING OF EACH OF THE TERMS.
"ADMISSION FEE" means the fee identified in Section 1.1.1 of the Agreement,
which is paid to us to initially reserve your Apartment, and to compensate us
for undertaking the initial development risks and planning.
"AGREEMENT" means this Residency Agreement.
"APARTMENT" means the living unit at the Community identified in Section 1.1 of
this Agreement in which you are entitled to live pursuant to the Agreement.
"CAPITAL RESERVE FEE" means the fee identified in Section 1.2 of the Agreement,
which is paid to us one time to establish a working capital account for the
Community.
"THE COMMUNITY" means that continuing care retirement community known as
Blakehurst, including living units, the Community Health Center, and all club
areas.
"THE COMMUNITY HEALTH CENTER" means the facility forming a part of the
Community, which is intended to provide health center services as described in
Section 8 of the Agreement. The Community Health Center consists of private
domiciliary care beds and semi-private comprehensive care beds.
"ENTRANCE FEE" means the Admission Fee and balance of the Entrance Fee paid to
us pursuant to the Agreement.
"FAIR SHARE ALLOCATION" means the method for determining your Service Fee.
"HEALTH CENTER SERVICES" means nursing care services or domiciliary care
services provided to a resident in the Community Health Center, depending on the
level of health care services required by the resident.
"MONTHLY CHARGES" means all those Monthly Charges payable by you pursuant to the
terms of the Agreement, including the Owner's Supervision Fee, the Service Fee,
the fees for optional services, the additional Monthly Charges for health center
services, if any, and all other fees and charges payable monthly pursuant to the
terms of the Agreement, as appropriate in the particular instance.
"OCCUPANCY" means the date on which you pay the balance of the Entrance Fee to
us pursuant to Section 1.1.2.
"OWNER'S SUPERVISION FEE" means the fixed monthly fee identified in Section 4.1
of the Agreement, which is payable on a per resident basis for occupancy in the
Community.
"RESIDENT" OR "YOU" means the person or persons who sign the Agreement as
Resident. Sometimes a second Resident (if there are two of you) is referred to
in the Agreement as the "second person." Unless otherwise indicated, "you"
refers to both of you if there are two of you.
"SERVICE FEE" means the monthly fee identified in Section 4.2 of the Agreement,
which is payable in consideration for the services and facilities provided to
all residents.
"WE" OR "US" means The Chestnut Partnership, a Maryland proprietary general
partnership formed for the purpose of developing and operating the Community.
BLAKEHURST RESIDENCY AGREEMENT
THE CHESTNUT PARTNERSHIP
1. ENTRANCE FEE AND ONE-TIME CAPITAL RESERVE FEE.
1.1 ENTRANCE FEE. To assure you, __________________________________
(hereafter "you" or "Resident"), a place in Blakehurst, a life-care
retirement community located at 0000 Xxxx Xxxxx Xxxx, Xxxxxx, Xxxxxxxx
(hereafter the "Community"), in accordance with all the terms of this
Agreement, you will pay to The Chestnut Partnership (hereafter "we" or
"us") an Admission Fee and the balance of the Entrance Fee for a combined
total of $________________. Your Admission Fee and the balance of the
Entrance Fee together constitute your total Entrance Fee. Payment of your
Admission Fee will reserve for you the _______________________________
living unit no. _______________ (hereafter "Apartment"). Payment of the
balance of your Entrance Fee and the Monthly Charges (described below)
entitles you to live in the Apartment at the Community for as long as you
are capable of independent living, and in the Community Health Center if
you are no longer capable of independent living, all in accordance with
the terms of this Agreement.
1.1.1 ADMISSION FEE. Your Admission Fee of $____________________
for one person is paid herewith, and an additional $_____________ if
there are two of you, is due at the time you pay the balance of your
Entrance Fee. Your Admission Fee will be held in escrow pursuant to the
terms of the Admission Fee Escrow Agreement established by us for the
Community. A copy of the Admission Fee Escrow Agreement is available for
your review upon your request. Your Admission Fee will be released to us
as soon as the following events have occurred: (i) the issuance of a
final certificate of registration to the Community by the Maryland Office
on Aging; (ii) the completion of construction; (iii) the issuance of a
certificate of occupancy, or the equivalent, by the appropriate local
jurisdiction; and (iv) the issuance of the appropriate licenses or
certificates by the Department of Health and Mental Hygiene or by the
Maryland Office on Aging. We may not provide continuing care until we
receive a final certificate of registration from the Maryland Office on
Aging. The Maryland Office on Aging shall issue a final certificate of
registration when it determines that all of the following conditions have
been met: (i) we have been issued a preliminary certificate of
registration; (ii) we have filed all required documents with the Maryland
Office on Aging; (iii) we have submitted documenta tion which
demonstrates that continuing care agreements have been executed for
sixty-five percent (65%) of the living units, and a minimum of ten
percent (10%) of the total Entrance Fee has been paid for each contracted
living unit; and (iv) we have submitted documentation of a commitment for
permanent long-term financing and construction financing.
1.1.2 BALANCE OF ENTRANCE FEE. The balance of the Entrance Fee
will be paid to us on the earlier of (i) fifteen (15) days after your
Apartment is ready for occupancy (provided that we give you at least
thirty (30) days' advance notice of the date on which your Apartment will
be ready for occupancy) or (ii) the date you move into the Community. In
exchange for paying the Entrance Fee and paying all Monthly Charges, this
Agreement grants you a license to the lifetime use of the Apartment and
other Community facilities and to available services.
1.2 ONE-TIME CAPITAL RESERVE FEE. At the same time you pay your initial
Service Fee, you will pay us an amount equal to the then current monthly
Service Fee (as described in Section 4.2). This is a one-time
non-refundable charge which we will place in a working capital account to
be used by us only for purposes related to the Community.
2. REFUND OF ADMISSION FEE PRIOR TO OCCUPANCY.
2.1 RIGHT OF RESCISSION. YOU MAY RESCIND THIS AGREEMENT AT ANY TIME PRIOR
TO OCCUPANCY. UPON ANY RESCISSION, YOUR REFUND RIGHTS WILL BE AS SET
FORTH BELOW IN THIS SECTION 2.
2.2 FIRST 30 DAYS. IF PRIOR TO OCCUPANCY WE DO NOT ACCEPT YOU FOR
RESIDENCY WITHIN THIRTY (30) DAYS, OR IF YOU CHANGE YOUR MIND AND GIVE US
WRITTEN NOTICE OF CANCELLATION OF THIS AGREEMENT WITHIN THIRTY (30) DAYS
FROM THE DATE YOU ENTER INTO THIS AGREEMENT, THIS AGREEMENT WILL BE
AUTOMATICALLY RESCINDED AND THE ADMISSION FEE WHICH YOU HAVE PAID TO US
WILL BE RETURNED TO YOU (WITHOUT INTEREST) WITHIN THIRTY (30) DAYS.
2.3 CHANGE IN CONDITION. IF PRIOR TO OCCUPANCY (i) YOU (OR EITHER OF YOU
IF THERE ARE TWO OF YOU) DIE OR BECOME UNABLE TO OCCUPY YOUR APARTMENT OR
THE COMMUNITY HEALTH CENTER BECAUSE OF ILLNESS, INJURY, OR INCAPACITY OR
(ii) YOU ELECT TO CANCEL THIS AGREEMENT BECAUSE OF A SUBSTANTIAL CHANGE
IN YOUR PHYSICAL, MENTAL, OR FINANCIAL CONDITION, THIS AGREEMENT WILL BE
AUTOMATICALLY CANCELED. IN SUCH EVENT, WE WILL RETURN TO YOU OR YOUR
LEGAL REPRESENTATIVE (WITHOUT INTEREST) THE ADMISSION FEE WHICH YOU HAVE
PAID TO US WITHIN THIRTY (30) DAYS OF NOTICE OF CANCELLATION.
2.4 CANCELLATION AFTER 30 DAYS. IF PRIOR TO OCCUPANCY YOU CANCEL THIS
AGREEMENT AFTER THIRTY (30) DAYS FROM THE DATE YOU ENTER INTO THIS
AGREEMENT FOR ANY REASON OTHER THAN THE REASONS IDENTIFIED IN SECTION
2.3, THE ADMISSION FEE WHICH YOU HAVE PAID TO US WILL BE RETURNED TO YOU
(WITHOUT INTEREST) WITHIN SIXTY (60) DAYS FOLLOWING OUR RECEIPT OF YOUR
NOTICE OF CANCELLATION, EXCEPT THAT WE WILL RETAIN A PROCESSING FEE IN
THE AMOUNT OF THREE HUNDRED DOLLARS ($300).
2.5 CONSTRUCTION DELAY. IF YOUR APARTMENT IN THE COMMUNITY IS NOT
AVAILABLE FOR OCCUPANCY WITHIN THREE YEARS AFTER THE DATE OF THIS
AGREEMENT, YOU OR WE MAY CANCEL THIS AGREEMENT UPON WRITTEN NOTICE BY
REGISTERED OR CERTIFIED MAIL. IN SUCH EVENT, THE FULL AMOUNT OF THE
ADMISSION FEE YOU HAVE PAID WILL BE REFUNDED TO YOU WITH INTEREST AT THE
NET RATE EARNED ON SUCH DEPOSITS WHILE HELD IN ESCROW WITHIN SIXTY (60)
DAYS FROM THE DATE OF RECEIPT OF SUCH NOTICE OF CANCELLATION.
2.6 SPECIAL COSTS. IN ALL CASES PRIOR TO OCCUPANCY, OTHER THAN AS
PROVIDED IN SECTION 2.5 ABOVE, ANY SPECIAL COSTS INCURRED FOR
MODIFICATIONS IN THE STRUCTURE OR FURNISHINGS OF THE APARTMENT,
SPECIFICALLY REQUESTED BY YOU AND SET FORTH IN WRITING IN A SEPARATE
ADDENDUM TO THIS AGREEMENT SIGNED BY YOU, WILL NOT BE REIMBURSED.
3. REFUND OF ENTRANCE FEE FOLLOWING OCCUPANCY.
3.1 TERMINATION BY YOU. AFTER OCCUPANCY, YOUR RIGHT OF RESCISSION CEASES
EXCEPT AS MAYBE PROVIDED IN SECTION 14(C) OF ARTICLE 70B OF THE ANNOTATED
CODE OF MARYLAND. AFTER OCCUPANCY, IF YOU DIE OR THIS AGREEMENT IS
CANCELED BY YOU FOR ANY REASON, WE WILL RETAIN FROM YOUR ENTRANCE FEE THE
GREATER OF (i) YOUR ADMISSION FEE OR (ii) AN AMOUNT EQUAL TO TWO PERCENT
(2%) OF YOUR ENTRANCE FEE PER MONTH OR PARTIAL MONTH OF OCCUPANCY UNTIL
THE FULL AMOUNT OF YOUR ENTRANCE FEE IS EARNED BY US. THE BALANCE OF YOUR
ENTRANCE FEE, IF ANY, WILL BE REFUNDED WITHOUT INTEREST TO YOU (OR YOUR
LEGAL REPRESENTATIVE) WITHIN THIRTY (30) DAYS FOLLOWING THE DATE WE
RECEIVE THE NEXT ENTRANCE FEE FOR YOUR APARTMENT, BUT IN NO EVENT LATER
THAN TWELVE (12) MONTHS FOLLOWING THE DATE OF CANCELLATION.
3.2 CANCELLATION BY US. AFTER OCCUPANCY, IF WE CANCEL THIS AGREEMENT
PURSUANT TO SECTION 10, WE SHALL REFUND TO YOU (OR YOUR PERSONAL
REPRESENTATIVE) THE AMOUNT EQUAL TO THE ENTRANCE FEE DIVIDED BY YOUR
YEARS OF LIFE EXPECTANCY AT ADMISSION AND MULTIPLIED BY YOUR YEARS OF
LIFE EXPECTANCY AT CANCELLATION.
THE LIFE TABLES OF THE U.S. DEPARTMENT OF HEALTH AND HUMAN SERVICES MOST
RECENTLY PUBLISHED AT THE TIME OF CANCELLATION SHALL BE USED TO COMPUTE
BOTH LIFE EXPECTANCIES. SUCH REFUND AMOUNT, IF ANY, WILL BE PAID TO YOU
WITHIN SIXTY (60) DAYS FOLLOWING THE DATE OF OUR CANCELLATION OF THIS
AGREEMENT.
3.3 OFFSETS AGAINST REFUND. YOU AGREE TO REIMBURSE US FOR ANY DELINQUENT
MONTHLY CHARGES OWED BY YOU, ANY HEALTH CARE EXPENSES THAT WE HAVE
ADVANCED ON YOUR BEHALF, AND ANY OTHER SUMS OWED BY YOU TO US. SUCH SUMS
MAY BE DIRECTLY OFFSET AGAINST THE REFUND EXCEPT AGAINST THE REFUND
AMOUNT WE ARE REQUIRED BY LAW TO MAKE BASED ON THE FORMULA SET FORTH
UNDER SECTION 3.2.
3.4 SPECIAL COSTS AND PROCESSING FEE. IN ALL CASES FOLLOWING OCCUPANCY,
A PROCESSING FEE IN THE AMOUNT OF THREE HUNDRED DOLLARS ($300) AND ANY
SPECIAL COSTS INCURRED FOR MODIFICATIONS IN THE STRUCTURE OR
FURNISHINGS OF THE APARTMENT, SPECIFICALLY REQUESTED BY YOU AND SET
FORTH IN WRITING IN A SEPARATE ADDENDUM TO THIS AGREEMENT SIGNED BY
YOU, WILL NOT BE REIMBURSED.
4. MONTHLY CHARGES.
4.1 OWNER'S SUPERVISION FEE. You will pay an Owner's Supervision Fee of
$___________________ a month per Resident for occupying your Apartment or
the Community Health Center. There shall be no increase in your Owner's
Supervision Fee during the term of this Agreement. The Owner's
Supervision Fee may be used by us for any purpose.
4.2 SERVICE FEE. You will pay the following Service Fee for the services
and features provided under Section 6:
4.2.1 INITIAL SERVICE FEE. If the Community were in operation
during the fiscal year ending December 31, 19__, the Service Fee would be
$________________ a month for one person and an additional $_____________
a month if there are two of you. For subsequent fiscal years and until
the Fair Share Allocation has been implemented, the Service Fee will be
adjusted on the basis of the best information available at the time and
the prior year's inflation rate. The Fair Share Allocation will be
implemented when, in our sole discretion, the Community has had a
sufficient operating history to support its use and determination.
4.2.2 FAIR SHARE ALLOCATION. Upon implementation of the Fair
Share Allocation, the Service Fee will thereafter be your fair share of
the cash requirement of the Community (as described in Section 4.4
below).
The Fair Share Allocation has been developed to apportion the cash
requirement of the Community among its residents, based on such factors
as living unit size and type, number of second persons, and other
relevant factors as determined by us from time to time. A sample of the
current form of Fair Share Allocation formula is included in our most
current Information Booklet.
4.3 TOTAL MONTHLY CHARGES FOR APARTMENT. If the Community were in
operation during the fiscal year ending December 31, 19 , you would pay
total Monthly Charges (including second person charges if there are two
of you) of $_________ for the Owner's Supervision Fee and Service Fee.
4.4 CASH REQUIREMENT. The cash requirement of the Community is that
projected amount necessary to provide services and facilities to the
residents. The cash requirement is charged to all residents through the
Service Fee and application of the Fair Share Allocation. Generally, we
will determine the cash requirement based upon (i) the costs incurred in
connection with the operation of the Community for the prior fiscal year,
(ii) with adjustments made for inflation or deflation, occupancy rates,
changes to reserves, and nonrecurring expenses, and (iii) reduced by
certain projected Community income for the next fiscal year. Once
determined, the cash requirement is allocated among the residents
pursuant to the Fair Share Allocation. The determination of the cash
requirement is further explained below:
4.4.1 COSTS. Based upon the costs incurred in connection with
the operation of the Community for the prior fiscal year, we will
determine all anticipated expenses, costs, and other charges to the
Community for the next fiscal year, including but not limited to
salaries, wages, and fringe benefits of the Community employees and other
persons at the Community (including administrators); payroll taxes;
telephone; utilities; license fees, occupational taxes, property taxes,
sales taxes, permits, and other taxes (excluding only our income taxes);
legal and accounting fees and costs; bad debts and other losses;
insurance premiums, commissions, deductibles, and claims; consulting
fees; directors' expenses; food; supplies; interior, exterior, and
grounds replacement, repair, and maintenance, including living unit
refurbishment costs; capital improvements to the extent funds are not
available for such use from the Community's Capital Replacement Reserve
Fund (as described in Section 4.10); an amount equal to three percent
(3%) of the prior year's total cash requirement to fund the Capital
Replacement Reserve; management fees paid to others; management fees paid
to Life Care Services Corporation or to an affiliate of Life Care
Services Corporation of five percent (5%) of the total of revenues
(including first and second person Service Fees), plus reimbursable costs
incurred in performing management services as described in the management
agreement; debt service, including principal and interest (excluding only
principal payments on loans from residents); initial start-up losses, if
any, incurred after the earlier of ninety percent (90%) occupancy or nine
(9) months following initial occupancy; lease payments; occupancy
development costs; and other similar expenses, costs, and charges to the
Community.
4.4.2 ADJUSTMENTS. The foregoing projected expenses, costs, and
charges are then further adjusted by us to take into account anticipated
changes in reserves, working capital needs, services, the Community
Health Center utilization, living unit occupancy, inflation or deflation,
nonrecurring expenses, and other relevant factors.
4.4.3 COMMUNITY INCOME. The foregoing adjusted expenses, costs,
and charges are then reduced for certain projected income of the
Community for the next fiscal year, consisting of fees for additional
services, Community Health Center services, and investment income from
the Health Center Resident Loans Escrow, to result in the cash
requirement of the Community for the next fiscal year.
4.5 SERVICE FEE CHANGES.
4.5.1 EXCEPT AS SET FORTH IN SECTION 4.5.2 BELOW, WE WILL NOTIFY
YOU AT LEAST THIRTY (30) DAYS PRIOR TO THE END OF EACH FISCAL YEAR OF THE
NEW SERVICE FEE THAT WILL GO INTO EFFECT AT THE START OF THE NEXT FISCAL
YEAR. WE WILL NOT ADJUST YOUR SERVICE FEE MORE THAN ONCE EACH YEAR,
EXCEPT FOR THE YEAR DURING WHICH THE FAIR SHARE ALLOCATION IS
IMPLEMENTED.
4.5.2 IF YOU OCCUPY A DOMICILIARY CARE BED IN THE COMMUNITY
HEALTH CENTER, WE WILL NOTIFY YOU AT LEAST FORTY-FIVE (45) DAYS BEFORE
ANY CHANGE IN THE SERVICE FEE IS EFFECTIVE.
4.6 USE OF SERVICE FEE. The Service Fee will be used by us only for
purposes related to the Community. As part of the annual audit of the
Community, we will obtain an opinion of a nationally recognized firm of
independent auditors which confirms that the Service Fee has been used by
us only for purposes related to the Community. A copy of the annual audit
of the Community is available for your review upon your request.
4.7 CREDIT AGAINST INITIAL MONTHLY CHARGES. You will receive a credit
toward the payment of your Monthly Charges until the credit is fully
used. The credit is not available for any other purpose. The credit will
be in an amount equal to simple interest of five and one-half percent
(5.5%) per annum on your Admission Fee computed from the date of its
payment until the commencement of your Service Fee. The credit may result
in tax consequences to you as described in Section 13.9.
4.8 PAYMENT. You will pay a pro rata portion of the Owner's Supervision
Fee and Service Fee commencing on the earlier of (i) fifteen (15) days
after your Apartment is ready for occupancy (provided we give you at
least thirty (30) days' advanced notice of the date on which your
Apartment will be ready for occupancy) or (ii) the date you move into the
Community. Thereafter, such Monthly Charges will be payable on the first
day of each month in advance. Any additional charges for optional
services requested by you will be paid on the first day of each month for
the optional services obtained during the preceding month.
4.9 CANCELLATION OF MONTHLY CHARGES FOR APARTMENT. The Monthly Charges
for your Apartment will continue until the earlier of (i) your death (if
there are two of you, the death of the survivor) or (ii) the release of
your Apartment pursuant to the provisions regarding the Community Health
Center usage or (iii) the cancellation of this Agreement pursuant to
Section 10 or Section 11 of this Agreement. Notwithstanding the
foregoing, the Monthly Charges for your Apartment will continue at least
until your furniture and other property are removed from the Apartment.
If removal of your furniture and other property is not accomplished
within thirty (30) days after the earlier of (i) your death (if there are
two of you, the death of the survivor) or (ii) the release of your
Apartment pursuant to the provisions regarding the Community Health
Center usage or (iii) the cancellation of this Agreement pursuant to
Section 10 or Section 11 of this Agreement, then we may remove and store
such furniture and other property at the expense and risk of you and your
estate. In the event there are two of you who occupy the Apartment and
one of you dies, the second person fees will cease and the remaining
person will continue to pay the first person Service Fee and Owner's
Supervision Fee.
4.10 CAPITAL REPLACEMENT RESERVE FUND. We will establish a Community
Capital Replacement Reserve Fund to be used only for improving or
replacing capital items of the Community which cost over $50,000. Such
reserve will be funded from monthly Service Fees as set forth in Section
4.4.1. A copy of the Capital Replacement Reserve Escrow Agreement is
available for review by you or by your advisors upon request.
5. BENEFITS TO US OR AN AFFILIATE.
The property comprising the Community is owned by The Chestnut Real
Estate Partnership, a Maryland proprietary general partnership and an
affiliate of ours. The Community is not affiliated with any religious or
charitable group or association. We and The Chestnut Real Estate
Partnership are solely responsible for all financial and contractual
obligations related to the Community. No portion of the expenses, costs,
and charges included in the Service Fee are paid to us or an affiliate as
fees (except a management fee which is limited in amount to five percent
(5%) of the total of revenues which include first and second person
Service Fees). Our compensation from the Community consists solely of the
Admission Fees, the Owner's Supervision Fees, Entrance Fees, the Loans
(subject to our obligation to repay the Loans), the five percent (5%)
management fee, and the potential appreciation of the Community and other
benefits generally associated with the ownership of real estate. The fees
collected by us may not be used for purposes other than those set forth
in this Agreement.
6. SERVICES AND FEATURES PROVIDED TO ALL APARTMENT RESIDENTS.
Unless this Agreement is amended as provided in Section 12, we will
furnish at the Community, so long as you reside in the Apartment, the
following services and features, which are included in the Service Fee:
6.1 One meal per day in the dining room;
6.2 Modified diet for the one meal per day in the dining room when
ordered by the medical director or director of nursing services;
6.3 Tray service for up to thirty (30) days if ordered by the
assistance-in-living director, director of nursing services, or medical
director;
6.4 Water, sewer, air conditioning, heating, and electricity;
6.5 Building janitor and maintenance;
6.6 Weekly light housekeeping service;
6.7 Weekly laundry service for flat linens;
6.8 Planned activities -- social, cultural, and recreational for those
who wish to participate;
6.9 Common use of washers and dryers on residential floors;
6.10 Carpeting (except in kitchen and bath where there will be alternate
floor covering);
6.11 Complete kitchen, including refrigerator, range/oven, garbage
disposal, and dishwasher;
6.12 Local transportation scheduled by us;
6.13 24-hour emergency nursing service to your Apartment;
6.14 Use of all common areas in the Community;
6.15 Common use of uncovered, surface parking;
6.16 24-hour security;
6.17 TV cable to Apartment (service not provided); and
6.18 Assistance-in-living services for a limited period of time as
determined on a case-by-case basis at the time such services are required
at our sole discretion. A determination that assistance-in-living
services are required to maintain independent living in the Apartment is
made by a multi-disciplinary committee staffed by employees of the
Community. You may obtain these services through the Blakehurst
assistance-in-living program or through other providers or persons under
arrangements acceptable to us. A copy of our current policy governing the
extent of assistance-in-living services offered by us at no additional
charge and listing the charges for assistance-in-living services
available for an extended period of time, is available through
administration. This policy is subject to change from time to time.
7. ADDITIONAL SERVICES PROVIDED FOR AN EXTRA CHARGE.
We will also make available at the Community, at your request and so long
as you reside in the Apartment at the Community, at the then prevailing
rates of extra charge, additional meals over those provided in
consideration for the Service Fee; additional tray service to your
Apartment when ordered by the medical director or director of nursing
services; additional housekeeping; physical therapy; guest rooms; beauty
parlor/xxxxxx shop; extended assistance-in-living services as determined
on a case-by-case basis at the time such services are required at our
sole discretion; and certain other services as may be provided from time
to time.
8. THE COMMUNITY HEALTH CENTER.
If, in the opinion of the medical director or your attending physician,
you need health center services in the Community Health Center, you will
be requested to relocate to a private domiciliary care bed or a
semi-private comprehensive care bed, depending on the level of health
center services required by you. We will provide you health center
services to the extent authorized by our license on the following terms.
8.1 FIRST NINETY (90) DAYS OF HEALTH CENTER SERVICES. We will provide
health center services in a private domiciliary care bed or a
semi-private comprehensive care bed in the Community Health Center
without additional charge for ninety (90) cumulative days for you (ninety
(90) days for each of you if there are two of you, but the allowance
cannot be combined and used by only one of you), except that you will pay
the cost of the extra meals not covered by the Service Fee for your
Apartment at the then current charge for extra meals and for any
additional health services as described in Section 8.5. The monthly
Service Fee for your Apartment and your Owner's Supervision Fee will
continue as before.
8.2 MORE THAN NINETY (90) DAYS OF HEALTH CENTER SERVICES WHEN THERE IS
ONE OF YOU. If there is one of you, and you require health center
services beyond the ninety (90) cumulative days and you relocate to a
private domiciliary care bed or a semi-private comprehensive care bed in
the Community Health Center, your Monthly Charges will depend upon
whether you choose to release your Apartment:
8.2.1 If you choose to release your Apartment for occupancy by
someone else, the monthly Service Fee for your Apartment will cease.
Monthly Charges for your health center services will be equal to the then
current Service Fee for the one-bedroom deluxe apartment (unless your
Service Fee for your Apartment is less in which case the lesser Service
Fee shall apply). You will continue to pay your Owner's Supervision Fee.
In addition, you will pay for the cost of two meals per day at the then
current charge for extra meals and for any additional health services as
described in Section 8.5.
8.2.2 If you choose to not release your Apartment for occupancy
by someone else, the monthly Service Fee for your Apartment and your
Owner's Supervision Fee will continue. You will also pay Monthly Charges
for your health center services which will be equal to the then current
monthly Service Fee for the one-bedroom deluxe apartment (unless your
Service Fee for your Apartment is less in which case the lesser Service
Fee shall apply) plus an additional Owner's Supervision Fee. In addition,
you will pay for the cost of one meal per day at the then current charge
for extra meals and for any additional health services as described in
Section 8.5.
8.3 MORE THAN NINETY (90) DAYS OF HEALTH CENTER SERVICES WHEN THERE ARE
TWO OF YOU. If there are two of you, and only one of you requires health
center services beyond the ninety (90) cumulative days, and such Resident
relocates to a private domiciliary care bed or a semi-private
comprehensive care bed in the Community Health Center, there will be no
additional Monthly Charges for health center services except that you
will pay the cost of the two meals per day not covered by the Service Fee
for your Apartment at the then current charge for extra meals and for any
additional health services as described in Section 8.5. The monthly
Service Fee, including the second person Service Fee, for your Apartment
and the Owner's Supervision Fees will continue as before. If both of you
require health center services beyond the ninety (90) cumulative days,
and both of you relocate to a private domiciliary care bed or a
semi-private comprehensive care bed in the Community Health Center, your
Monthly Charges will depend upon whether you choose to release your
Apartment:
8.3.1 If you choose to release your Apartment for occupancy by
someone else, the monthly Service Fee, including the second person
Service Fee, for your Apartment will cease. Monthly Charges for your
health center services will be equal to the then current monthly Service
Fee, including the second person Service Fee, for the one-bedroom deluxe
apartment (unless your Service Fees for your Apartment are less in which
case the lesser monthly Service Fees shall apply). You will continue to
pay your Owner's Supervision Fees. In addition, you will pay for the cost
of four meals per day at the then current charge for extra meals and for
any additional health services as described in Section 8.5.
8.3.2 If you choose to not release your Apartment for occupancy
by someone else, the monthly Service Fee, including the second person
Service Fee, for your Apartment and your Owner's Supervision Fees will
continue. You will also pay Monthly Charges for your health center
services which will be equal to the then current monthly Service Fee,
including the second person Service Fee, for the one-bedroom deluxe
apartment (unless your Service Fees for your Apartment are less in which
case the lesser Service Fees shall apply) plus additional Owner's
Supervision Fees. In addition, you will pay the cost of two meals per day
at the then current charge for extra meals and for any additional health
services as described in Section 8.5.
8.4 RETURN TO APARTMENT. If you have released your Apartment because you
have moved to the Community Health Center, and if later you are able, in
the opinion of the medical director, to return to a living unit, we will
provide you a living unit of the same type as your Apartment as soon as
one becomes available. Upon reoccupying such living unit, your Monthly
Charges will be based on the then current charges for the living unit.
8.5 ADDITIONAL HEALTH SERVICES. We may also provide special services and
supplies in the Community Health Center such as therapy, pharmaceutical
supplies, personal laundry, and rental of equipment. These additional
services and supplies are not included in the Service Fees and the
Monthly Charges for health center services, but will be available for an
extra charge. Fees from such additional services will be used by us only
for purposes related to the Community.
8.6 MEDICAL DIRECTOR. We will designate a member in good standing of the
Baltimore County Medical Society as medical director who will be
available for emergency calls. You will be at liberty to engage the
services of the medical director at your own expense. We will not be
responsible for the cost of medical treatment by the medical director,
nor will we be responsible for the cost of medicine, drugs, prescribed
therapy, and similar additional services and supplies. If we incur or
advance costs for your medical treatment or for medicines, drugs,
prescribed therapy, and similar additional services and supplies (even
though such medical care is given at the direction of your attending
physician or the medical director without your prior approval), you will
promptly reimburse us for such costs.
8.7 SUPPLEMENTAL INSURANCE. The Community will participate in the
Medicare program. Upon initial occupancy of your Apartment, you will
represent that you are entitled to Medicare Part A benefits and are
enrolled in the Medicare Part B program. Further, you will maintain,
while you are a resident of the Community, Medicare Part A, Medicare Part
B, and one health insurance policy to supplement Medicare or equivalent
insurance coverage acceptable to us and, upon our request, furnish us
copies of such policies. Notwithstanding the foregoing, if, upon initial
occupancy, you are not eligible to enroll in the Medicare program, you
will not be required to enroll in the Medicare program until you reach
the age of eligibility. If such coverage is not maintained by you, we may
revoke your right to reside at the Community and cancel this Agreement as
provided in Section 10. The Community will not participate in the
Medicaid program, and you will not be required to apply for Medicaid as a
condition of continued residency.
8.8 HEALTH CENTER ADDENDUM. If required by Maryland law in connection
with your relocation to the Community Health Center, you and we agree to
enter into an addendum to this Agreement which more specifically
describes the related health center services and related charges.
8.9 EMERGENCY ENTRY AND RELOCATION. We may enter your Community Health
Center room should it be necessary to protect your health and safety or
the health and safety of other residents. Should it be necessary to
modify facilities to meet requirements of the law which necessitate
temporary vacation of your Community Health Center room, we will provide
alternate facilities for you without additional cost within or outside
the Community. If relocation is recommended by the medical director or
your attending physician, we will request that you relocate to another
Community Health Center room only for the protection of your health or
safety or for the health or safety of the other residents of the
Community.
9. YOUR CANCELLATION RIGHTS.
You may cancel this Agreement at any time by giving us written notice of
cancellation signed by you (both of you if there are two of you) and sent
by registered or certified mail. If you give such notice prior to your
occupancy of the Community, cancellation will be effective as described
in Section 2 above. If you give such notice after your occupancy of the
Community, this Agreement will be cancelled upon the expiration of one
hundred twenty (120) days from the date we receive such notice of
cancellation. If you give such notice, you will pay your Monthly Charges
until the expiration of such 120 days. Any unearned portion of your
Entrance Fee will be refunded as provided in Section 3.1.
10. OUR CANCELLATION RIGHTS.
10.1 JUST CAUSE. After we have accepted you for residency, we will not
cancel this Agreement except for just cause. Just cause is defined as:
10.1.1 Nonpayment;
10.1.2 Material breach of this Agree ment or the rules of the
Community; or
10.1.3 Health status or behavior which constitutes a substantial
threat to your health or safety or to the health or safety of the other
residents of the Community.
10.2 FINANCIAL DIFFICULTY. If after you have paid the Entrance Fee you
encounter financial difficulties making it impossible for you to pay the
full Monthly Charges, then:
10.2.1 You shall in any case be permitted to remain at the
Community for one hundred twenty (120) days after the date of failure to
pay, during which time you shall continue to pay reduced Monthly Charges
based on your current income; and
10.2.2 Because it is and shall continue to be our declared
policy to not cancel your residency solely by reason of your financial
inability to pay the full Monthly Charges, you shall be permitted to
remain at the Community at reduced Monthly Charges based on your ability
to pay for so long as you establish facts to justify deferral of such
charges, and the deferral of such charges can, in our sole discretion, be
granted without impairing our ability to operate on a sound financial
basis. The loss of revenue to the Community from any such deferral of
charges will be borne by us and will not be charged back to other
residents under the Fair Share Allocation. This provision shall not apply
if you have impaired your ability to meet your financial obligations
hereunder by making unapproved gifts or other transfers. To evidence
these agreements based on the circumstances at the time, you agree to
enter into a special hardship agreement with us at the time of any such
deferrals to reflect the reduced charges currently payable and the
interest rate to be applied to the deferrals. Any payments otherwise due
to you from us, including the refund of your Entrance Fee, will be offset
against any such deferred charges as provided in Section 3.3.
10.3 NOTICE OF CANCELLATION. Prior to any cancellation of the Agreement
by us, we will give you notice in writing of the reasons, and you will
have sixty (60) days thereafter to correct the problem. If we determine
that the problem is corrected within such time, this Agreement shall
remain in effect. If we determine that the problem is not corrected
within such time, this Agreement will be cancelled and you must leave the
Community.
10.4 EMERGENCY NOTICE. Notwithstanding the above, if the medical director
determines that either the giving of notice or the waiting period
described above might be detrimental to you or others, then such notice
and/or waiting period shall not be required before relocation to a
hospital or other appropriate facility. Under such circumstances, we are
expressly authorized to transfer you to such hospital or other facility,
and we will promptly notify your representative and your attending
physician. Upon transferring you to such hospital or other facility, we
will immediately provide you with a notice of cancellation. This
Agreement shall be cancelled sixty (60) days following notice, unless
your condition improves and you are subsequently readmitted to the
Community.
11. MISCELLANEOUS PROVISIONS WITH RESPECT TO YOUR APARTMENT.
11.1 USE OF APARTMENT. The Apartment is for living only and shall not be
used for carrying on any business or profession, nor in any manner in
violation of zoning restrictions.
11.2 DURATION OF YOUR RIGHT TO OCCUPY THE APARTMENT. You may reside in
your Apartment for as long as you live unless you are not capable of
maintaining yourself in independent living in the Apartment or this
Agreement is cancelled by you or by us. If, in the opinion of the medical
director or your attending physician, your physical or mental health
requires that health center services be given, you will be requested to
relocate to the Community Health Center where we are licensed to provide
such care. You will not be requested to relocate to the Community Health
Center unless necessary for your health or safety or the health or safety
of others. If there are no beds available in the Community Health Center,
you will be requested to relocate to another health facility with which
we will contract to provide health center services. You will continue to
pay the applicable Monthly Charges to us, and you will be relocated to
the Community Health Center as soon as a bed is available.
11.3 OCCUPANCY OF APARTMENT. Except as hereinafter provided, no person
other than you may occupy the Apartment except with our express written
approval. In the event that a second person who is not a party to this
Agreement is accepted for residency under this Agreement at a time
subsequent to the date hereof (said acceptance to be in accordance with
our then current admission policies), you shall pay the then current
second person Admission Fee as determined by us, and each month
thereafter, you shall pay the then current additional Monthly Charges
for second persons. If such second person does not meet the requirements
for residency, such second person will not be permitted to occupy the
Apartment for more than thirty (30) days (except with our express written
approval), and you may cancel this Agreement as provided in Section 9.
11.4 EMERGENCY ENTRY AND RELOCATION. We may enter your Apartment should
it be necessary in an emergency to protect your health and safety or the
health and safety of other residents. Should it be necessary to modify
facilities to meet requirements of the law which necessitate temporary
vacation of your Apartment, we will provide alternate facilities for you
without additional cost within or outside the Community. If relocation is
recommended by the medical director or your attending physician, we will
request that you relocate to another living unit within the Community or
to the Community Health Center only for the protection of your health or
safety or for the health or safety of the other residents of the
Community.
11.5 FURNISHINGS. Furnishings within the Apartment will not be provided
by us.
Furnishings provided by you shall not be such as to interfere with the
health or safety of other residents or others.
11.6 ALTERATIONS BY YOU. You may not undertake any alterations to your
Apartment without our prior written approval.
11.7 REFURBISHMENT. Customary and normal refurbishment costs of your
Apartment will be borne by all residents of the Community under the Fair
Share Allocation. Any necessary refur bishment costs beyond those which
are customary and normal will be paid by you.
12. AMENDMENTS.
12.1 THIS AGREEMENT. This Agreement may be amended by agreement of the
parties to this Agreement.
12.2 ALL AGREEMENTS. In addition, with the approval of not less than
eighty percent (80%) of the residents of the living units in the
Community and us, any designated residency agreements, which may include
this Agreement, may be amended in any respect upon receipt of evidence of
any required regulatory approval; provided, however, that no such
amendment shall:
12.2.1 Reduce the aforesaid number of residents which is
required to consent to any such amendment; or
12.2.2 Permit the preference or priority of any resident without
the consent of each resident.
Upon our approval and upon our receipt of evidence of the approval of not
less than eighty percent (80%) of such residents as aforesaid, such
amendment shall be effective and any designated residency agreements,
which may include this Agreement, shall automatically be amended.
Accordingly, any of the terms of this Agreement may be amended, including
the scope and type of services provided, upon our approval and approval
of not less than eighty percent (80%) of the residents of the living
units.
12.3 COMPLIANCE WITH LAWS. This Agreement may be modified by us at any
time in order to comply with laws and regulations.
13. MISCELLANEOUS LEGAL PROVISIONS.
13.1 GOVERNING LAW. This Agreement will be interpreted according to the
laws of the State of Maryland and will become effective upon acceptance
and execution by us. The Glossary which sets forth the definitions of
certain terms used in this Agreement is by this reference incorporated
herein and made a part of this Agreement.
13.2 SEPARABILITY. The invalidity of any restriction, condition, or other
provision of this Agreement, or any part of the same, shall not impair or
affect in any way the validity or enforceability of the rest of this
Agreement.
13.3 CAPACITY. This Agreement has been executed on our behalf by our duly
authorized agent and no officer, director, agent, or employee shall have
any personal liability to you hereunder under any circumstances.
13.4 RESIDENT. When Resident consists of more than one person, the rights
and obligations of each are joint and several, except as the context
otherwise requires.
13.5 NATURE OF RIGHTS. You understand and agree that (i) this Agreement
or your rights (including the use of the Apartment) under it may not be
assigned, and no rights or benefits under this Agreement shall inure to
the benefit of your heirs, legatees, assignees, or representatives,
except as to refunds of the amounts described in Section 2 and 3; (ii)
this Agreement and your contractual right to occupy the Apartment shall
exist and continue to exist during your lifetime unless cancelled as
provided herein; (iii) this Agreement grants you a revocable license to
occupy and use space in the Community but does not give you exclusive
possession of the Apartment as against us, and you shall not be entitled
to any rights of specific performance but shall be limited to such
remedies as set forth herein; (iv) this Agreement is not a lease or
easement and does not transfer or grant you any interest in real
property; and (v) this Agreement grants to us complete decision-making
authority regarding the management and operation of the Community.
13.6 RELEASE. We are not responsible for loss of or damage to your
personal property, unless such loss or damage is caused by our negligent
acts or omissions of our agents or employees, and you hereby release us
from any such liability. You may want to obtain at your own expense
insurance to protect against such losses.
13.7 INDEMNITY. We shall not be liable for, and you agree to indemnify,
defend, and hold us harmless from claims, damages, and expenses,
including attorneys' fees and court costs, resulting from any injury or
death to persons and any damages to property to the extent caused by,
resulting from, attributable to, or in any way connected with your
negligent or intentional act or omission.
13.8 ENTIRE AGREEMENT. This Agreement and any addenda or exhibits hereto
contain our entire understanding with respect to your residency.
13.9 TAX CONSEQUENCES. Each person considering executing this Agreement
should consult with his or her tax advisor regarding the tax consequences
associated with this Agreement.
13.10 TRANSFERS. We may from time to time issue additional equity
interests or sell or transfer interest in the Community, provided that in
such latter event the buyer shall agree to assume this Agreement and all
other existing residency agreements. In addition, we may sell or
otherwise transfer the land or other portions of the Community and lease
back such land or other portions. Your signature hereto constitutes your
consent and approval to any such future transfer.
13.11 LAW CHANGES. If changes are made in any of the statutes or
regulations applicable to the Community prior to the completion of
construction of the Community, we shall have the right to cancel this
Agreement or submit to you a revised Agreement based on the changes in
the law.
13.12 RESIDENTS' ASSOCIATION. Residents shall have the right to organize
and operate a Residents' Association at the Community and to meet
privately to conduct business of the Residents' Association. It is our
policy to encourage the organization and operation of a Residents'
Association.
13.13 ARBITRATION. Except for your statutory right to bring an action for
recovery in any court of general jurisdiction for injuries arising out of
our violation of the provisions of Article 70B of the Annotated Code of
Maryland as described in Section 13.16, any dispute, claim, or
controversy of any kind between you and us arising out of, in connection
with, or relating to this Agreement and any amendment hereof, or the
breach hereof, which cannot be resolved by mutual agreement, will be
submitted to and determined by arbitration in Towson, Maryland in
accordance with the then current commercial arbitration rules of the
American Arbitration Association; provided, however, that you and we will
each be required to submit a proposed resolution of such dispute or
controversy to the arbitrator, and the arbitrator will be required to
render a decision adopting, in full, either one or the other of such
proposed resolutions, and no compromises or alternative resolutions shall
be allowed or considered by the arbitrator. Both you and we will be bound
by the arbitrator's decision, and judgment upon such decision may be
entered in any federal or state court having jurisdiction unless the
arbitration is fraudulent or so grossly erroneous as to necessarily imply
bad faith. You and we will jointly agree on an arbitrator. If you and we
are unable to agree in good faith and within a reasonable time on the
selection of an arbitrator, either you or we may request appointment of
an arbitrator by the American Arbitration Association. Costs of
arbitration, including our legal costs and attorneys' fees, arbitrators'
fees, and similar costs, will be borne by all residents of the Community
under the Fair Share Allocation provided that the arbitrator may choose
to award the costs of arbitration against us if the arbitrator determines
that the proposed resolution urged by us was not reasonable. Any direct
arbitration costs incurred by you will be borne by you. If the issue
affects more than one resident, we may elect to join all affected
residents into a single arbitration proceeding, and you hereby consent to
such joinder.
13.14 RESIDENT REPRESENTATIONS. By executing this Agreement, you
represent and warrant that you are capable of independent living, free of
communicable disease, and have assets and income which are sufficient
under foreseeable circumstances and after provision for payment of your
obligations under this Agreement to meet your ordinary and customary
living expenses after assuming occupancy, and that all written
representations made to us with respect to such matters by you or on your
behalf on the Confidential Data Application or otherwise are true.
13.15 FEE ADJUSTMENTS FOR ABSENCES. No fee adjustments for absences from
the Community will be made, except at our sole discretion.
13.16 LEGAL REMEDIES. Residents of facilities such as the Community are
protected by the provisions of Article 70B of the Annotated Code of
Maryland, which provides that residents injured by violation of that
subtitle may bring an action for the recovery of damages in any court of
general jurisdiction, and the award may include reasonable attorneys'
fees in the event of a favorable judgment. In addition, residents injured
by a violation of that subtitle, or the Maryland Office on Aging on
behalf of any resident, may institute an action for an appropriate
temporary restraining order or injunction. Any injured resident, or the
Maryland Office on Aging on behalf of any injured resident, may petition
for the appointment of a receiver in the event of a threat of immediate
closure of a facility or if the provider is not honoring its contracts
with its residents or to prohibit the diversion of assets and records
from the facility or the State of Maryland.
13.17 FUNERAL AND BURIAL SERVICES. No funeral or burial services or
expenses are provided by us pursuant to this Agreement.
13.18 CERTIFIED FINANCIAL STATEMENTS. Upon request, we will make
available to you any certified financial statements transmitted to the
Maryland Office on Aging as required by Article 70B of the Annotated Code
of Maryland.
A PRELIMINARY OR FINAL CERTIFICATE OF REGISTRATION IS NOT AN ENDORSEMENT OR
GUARANTEE OF THIS FACILITY BY THE STATE OF MARYLAND. THE MARYLAND OFFICE ON
AGING URGES YOU TO CONSULT WITH AN ATTORNEY AND A SUITABLE FINANCIAL ADVISOR
BEFORE SIGNING ANY DOCUMENTS.
EXECUTED AT _____________________________________,
Maryland this __________ day
of _____________________________________, 19 ___.
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RESIDENT
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Witness
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RESIDENT
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Witness
For THE CHESTNUT PARTNERSHIP
d/b/a BLAKEHURST
By _____________________________________________________________________________
Authorized Representative
Apartment Type________________________________________
Apartment Number______________________________________
Admission Fee $_______________________________________
Balance of Entrance Fee $_____________________________
Monthly Charges as of_________________________________
$-------------------
I have received a copy of the provider's latest certified financial statement at
least two (2) weeks before signing this Agreement and I have reviewed the
certified financial statement provided.
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Applicant
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Applicant
Date:_________________________________
[GRAPHIC]
EQUAL HOUSING
OPPORTUNITY
