2019 Disclosure Statement - State Corporation Commission · DISCLOSURE STATEMENT The filing of this disclosure statement with the State Corporation Commission does not constitute

2019 Disclosure Statement

July 31, 2019

RIVERSIDE RETIREMENTS SERVICES, INC.

DBA CHOOSEHOME

DISCLOSURE STATEMENT

The filing of this disclosure statement with the State Corporation Commission does not constitute

approval, recommendation or endorsement of the community-based continuing care program by

the State Corporation Commission.

Page

I. The Organization Introduction and Information

A. The Organization and Its Operation

In late 2012 Riverside Retirement Services, Inc., (“RRS”) began developing a new program,

referred to as ChooseHome, to address the growing demand for continuing care benefits and

services for those who wish to remain in their homes as they age. ChooseHome was licensed

as a Community-Based Continuing Care provider by the Commonwealth of Virginia in 2013.

ChooseHome provides non-medical services in a manner that increases the opportunity for you,

as a member of the ChooseHome Program, to live independently in your home of choice as long

as you remain safe and your needs can be met in the home. ChooseHome provides care management

and long-term care support services. ChooseHome “services” will be provided as needed, on a

case-by-case basis.

Riverside Retirement Services, Inc., 1010 Old Denbigh Boulevard, Newport News, Virginia is

a not-for-profit non-stock corporation in Virginia. RRS was incorporated on December 30, 1985,

as a sole member corporation of Riverside Healthcare Association, Inc.

B. Not-for-Profit Status

RRS is classified by the Internal Revenue Service as a 501(c)(3) corporation. This not-for-profit

classification exempts the organization from corporate income taxes and allows ChooseHome

to receive charitable contributions that may be tax deductible by the donor. Under IRS regulations

no earnings of the Corporation may be used for the benefit of nor distributed to corporate directors,

officers, or other individuals. All excess funds remain with Warwick Forest for use in its programs

and services; and for on-going financial stability.

C. Affiliations

Riverside Retirement Services, Inc. has as its sole member Riverside Healthcare Association.

Riverside Healthcare Association elects the Board Members for ChooseHome. There exists no

direct or indirect responsibility of Riverside Healthcare Association for the financial or contractual

obligations of ChooseHome.

Page 1

Page 2

I. The Organization Introduction and Information

D. Licensure

ChooseHome is licensed to provide community based continuing care in Virginia in accordance

with Commonwealth law. The license is issued by the Virginia Bureau of Insurance.

E. Credit Rating

Riverside Retirement Services, Inc., d.b.a. ChooseHome is “unrated.”

II. Facility Introduction and Information

A. Location

ChooseHome offices are located at 120 Kings Way, Suite 3600, Williamsburg, VA 23185.

Facilities are leased from Riverside.

B. Board of Directors

The business affairs of RRS are managed by a voluntary Board of Directors appointed by RHS.

The current members of the Board of Directors, any office they hold within the corporation and

their principle business affiliation are as follows.

Page 3


NAME OCCUPATION WORK ADDRESS

Stephen C. Adams Vice President

Pomoco Group, Inc

4116 W. Mercury

Blvd. Hampton, VA

23666

Rick N. Elofson CPA 21 Paul Maria Dr.

Newport News, VA 23606

Deloris H. Becker Consultant

D.H. Becker & Associates

LLC Consulting, Project

Mgmt. Svcs. 221 Falcon

Drive


John Dever, PhD President

Thomas Nelson Community

Col 99 Thomas Nelson Drive

Hampton, VA 23666

Susan Jacobs Vice President

Newport News Shipbuilding

4101 Washinton Ave.


Jeanne Zeidler Non-Profit Executive 148 Mimosa Dr.

Williamsburg, VA 23185

Vicki M. Hauser Owner Hausers Jewelers - (Ret. 7/15)

continued on next page

ChooseHome - Riverside Lifelong Health & Aging Related Services

BOARD OF DIRECTORS 2019


Page 4



Conway W. Smith Retired Attorney

810 Riverside Drive

Newport News,VA 23606

Kirby H. Smith Marine Surveyor

Tidewater Marine Surveys

1808 Holly View Drive

Gloucester Point, VA

W. William Austin, Jr Sr. Vice President/CFO

Riverside Health System

701 Town Center Drive

Suite 1000


NON-VOTING MEMBERS

Nancy Littlefield CNO/SVP


701 Town Center Drive

Suite 1000


Jennifer Martin Nurse Executive

RHS Lifelong Health &

Aging Related Services

1020 Old Denbigh Boulevard

Suite 1020A

Newport News, VA

23602

Edward Heckler Vice President

RHS Lifelong Health &

Aging Related Services


Suite 1020A



Page 5



Alan S. Witt CEO

PB Mares

701 Town Center Drive, Suite 900


Jerold Wayne Allen Retired Vice

President/HVAC Ferguson Enterprises, Inc.

Corporate

Richard F. Crowder, M.D. Retired Physician P.O. Box 121

Ware Neck, VA 23178

Gordon L. Gentry, Jr. Chairman

Towne Bank

1 Old Oyster Point Road, Suite 100


Daniel J. Sherlock Brig Gen (USAF-Ret) 2693 Jockey's Neck Trail Williamsburg, VA 23185

Gabriel A. Morgan Sr Elected Sheriff of

Newport News

340 Oriana Rd


Thomas Byrd Retired Anthem 2711 Buford Rd #379

North Chesterfield, VA 23235

Julie K. Rautio Managing Partner Capital Results

50 Pear Street,

Richmond, VA 23223

Thaddeus B.

Holloman Sr. Vice President

& Regional Lending Exec.

Old Point National Bank

11780 Jefferson Avenue, Suite A


Riverside Health System BOARD OF DIRECTORS 2019

Page 6



R. Peter Lalor Retired

P.O. Box 240

Wachapreague, VA 23480

Conway H. Sheild, III Attorney

Jones, Blechman,Woltz & Kelly

701 Town Center Dr., Suite 800


Regina P. Brayboy

Former -Vice President

Administration and

Financial Services

Virginia International Terminals, Inc

112 Watch Harbour Court

Suffolk, VA 2343

Scott Stabler Corporate Vice President

Internal Audit

Huntington Ingalls Industries

4101 Washington Avenue, Bldg. 520-2


William L. Brauer Executive Vice President

CNU 104 Peyton Road


Robert Harding

M.D.

Internal Medicine

Hospitalist

500 J. Clyde Morris Blvd


Frances H. Ellis Retired President & CEO

2725 Leveltown Rd.

Champlain, VA 22438

William B. Downey President and CEO


701 Town Center Drive, Suite 1000



Riverside Health System BOARD OF DIRECTORS 2019

Page 7



W. William Austin, Jr. Sr. Vice President/CFO




Nancy Littlefield Sr. Vice President/CNO




Jason O. Houser VP/Legal Affairs




NON-VOTING MEMBERS OF RIVERSIDE HEALTH SYSTEM BOARD OF DIRECTORS

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C. Members' Association

All members of ChooseHome are members of the Members' Association. The Administration will

confer regularly with representatives from the Members’ Association about matters of interest

and/or concern to the members.

D. Executive Staff

Rick Jackson, Mr. Jackson hails from Portsmouth, Virginia. He holds an Associate Degree

from Chowan College, a Bachelor's degree from the University of Richmond and a Master's

degree in Public Administration from Old Dominion University. He was awarded the Certified

Senior Advisor designation by the Society of certified senior advisors, a national credential

for professionals who provide services for seniors.

William B. Downey, MHA, President/Chief Executive Officer, Riverside Health System.

Mr. Downey originally joined the Riverside team in May of 1981 as an Administrative Extern.

After receiving his MHA from the Medical College of Virginia, he rejoined the Riverside team

in May 1985 as an Assistant Administrator. He served as Vice President/Administrator at

Riverside Walter Reed from January 1986 - December 1991 as Senior Vice President,

Riverside Regional Medical Center from January 1992 until July 1995 and as Executive Vice

President and COO of Riverside Health System until March 2011. He is a Fellow in the

American College of Healthcare Executives. He has been involved in many community

service projects. He currently serves on the Board of the Virginia Living Museum, Virginia

Hospital and Healthcare Association, the United Way of the Virginia Peninsula and the Board

of Virginia Health Network.

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E. Full Disclosure Practice

ChooseHome discloses to its members all policies related to the CBCC in the Member Handbook. Copies of the annual Disclosure Statements are archived in the ChooseHome office for members use.

No member of the Board of Directors, staff member, or consultant has a financial interest in RRS. RRS does not hire nor pay Board members on either a contractual or any other basis. RRS has not received nor intends to receive goods, leases, or services of an aggregate value of $500 or more from any professional service firm, association, trust, partnership or corporation in which a member of the Board has a 10% or greater interest. There is a Board policy that governs the evaluation and disclosure of potential conflicts of interest.

Members are free to have business relationships with Board members or with organizations they own, control, are employed by, or are otherwise affiliated. ChooseHome neither endorses nor encourages residents to do business with Board members nor related organizations and is not involved in establishing continuing business relationships between residents and Board members.

Each Board member is asked each year to disclose whether they have business relationships

with members.

APPENDIX A

ChooseHome

Community Based Continuing Care

RIVERSIDE RETIREMENT SERVICES, INC.

D.B.A. CHOOSEHOME

COMMUNITY-BASED CONTINUING CARE PROVIDER

REGISTRATION STATEMENT

AND

DISCLOSURE STATEMENT

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APPENDIX A COMMONWEALTH OF VIRGINIA STATE

CORPORATION COMMISSION BUREAU OF INSURANCE

COMMUNITY BASED CONTINUING CARE

REGISTRATION STATEMENT

CONTENTS

I. Community-Based Continuing Care Provider

II. Officers, Directors, Trustees, Managing and General Partners, and

Certain Persons Who Hold Equity or Beneficial Interest

III. Beneficial Interests

IV. Business Experience of; Acquisition of Goods and Services from; and

Criminal, Civil and Regulatory Proceedings Against the Provider, its

Officers, Directors, Trustees, Managing and General Partners; Certain

Persons Who Hold Equity of Beneficial Interests; and the Management

V. Affiliation with Religious, Charitable of Other Nonprofit Organization;

Tax Status of Provider

VI. Services Provided Under Community-Based Continuing Care Contracts

VII. Fees Required of Participants

VIII. Reserve Funding

IX. Certified Financial Statements

X. Pro Forma Income Statement

XI. Enrollment of Participants

XII. Access to Services by Non-Participants

XIII. Procedure for Participant to File a Complaint or Concern

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APPENDICES

Appendix B ................................................................................................Long-term Agreement

Appendix C ....................................................................................................Standard Agreement

Appendix D ..............................................................................................................Fee Schedules

Appendix E .....................................................................................Certified Financial Statements

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I. COMMUNITY-BASED CONTINUING CARE PROVIDER

Give the name and business address of the provider and a statement of whether the

provider is a partnership, foundation, association, corporation or other type of business or

legal entity. Such statement shall also set forth the jurisdiction in which the provider is

organized, if applicable.

Provide full information regarding ownership of the CCRC facility and how long it has

operated the facility.

Provide a complete listing of all CCRC facilities owned or operated, or both, by the

provider and, for each, total liquid assets on the balance sheet and current occupancy

percentages in independent living units.

If the provider is composed of multiple legal entities, give the required information for all

such entities and provide a specific description of their relationship to each other.

Response:

Riverside Retirement Services, Inc. (“RRS”), 1010 Old Denbigh Boulevard, Newport

News, Virginia is a not-for-profit non-stock corporation in Virginia. RRS was incorporated

on December 30, 1985, as a sole member corporation of Riverside Healthcare Association,

Inc., DBA Riverside Health System, (“RHS”), Fountain Plaza One, 701 Town Center

Drive, Suite 1000, Newport News, Virginia, 23606, a non-profit, non-stock Virginia

corporation organized to plan and provide a multitude of health care services. RRS is

organized for the purpose of planning, developing, and providing retirement related

services including community-based and planned residential housing for the elderly

utilizing some of RHS’s existing resources.

RRS has owned and operated Warwick Forest Retirement Community, a continuing care

retirement community (CCRC) located at 1004 Old Denbigh Boulevard, Newport News,

Virginia since it opened on February 1, 1988. Warwick Forest has net assets on the 2018

balance sheet of $90, 143,673. The current occupancy percentage of independent living

units is 99%.

II. OFFICERS, DIRECTORS, TRUSTEES, MANAGING AND GENERAL

PARTNERS, AND CERTAIN PERSONS WHO HOLD EQUITY OR

BENEFICIAL INTERESTS

Give the names and business addresses of the officers, directors, trustees, managing or

general partners, and any person having a ten percent or greater equity or beneficial interest

in the provider, and a description of such person’s interest in or occupation with the

provider. In the case of a nonstock corporation also provide the information for members of

the nonstock corporation.

Response:

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The business affairs of RRS are managed by a voluntary Board of Directors appointed by

RHS. The current members of the Board of Directors, any office they hold within the

corporation and their principle business affiliation are listed in the Introduction.

III. Beneficial Interests

“Beneficial interest” means any current interest in a provider that is directly related to the

financial performance of that provider. Beneficial interest includes:

1. All forms of direct or indirect ownership of a provider, including ownership through

another legal entity;

Response: None

2. Ownership or control of any voting class of securities issued by the provider; and

Response: None

3. Any contract, including a lease or management contract, with a provider where the

amount of consideration under the contract is tied to the financial performance of the

provider.

Response: None

IV. BUSINESS EXPERIENCE OF; ACQUISITION OF GOODS AND SERVICES

FROM; AND CRIMINAL, CIVIL AND REGULATORY PROCEEDINGS

AGAINST THE PROVIDER, ITS OFFICERS, DIRECTORS, TRUSTEES,

MANAGING AND GENERAL PARTNERS; CERTAIN PERSONS WHO

HOLD EQUITY OR BENEFICIAL INTERESTS; AND THE MANAGEMENT

For (i) the provider, (ii) any person named in the previous section or (iii) the proposed

management, if the facility will be managed on a day-to-day basis by a person other than

an individual directly employed by the provider:

a. Give a description of any specific business experience in the operation or management

of community-based continuing care or long-term care programs.

Response:

At Home Partners, LLC is a joint venture company of Riverside Health System and

Williamsburg Landing to oversee and manage the ChooseHome program. Riverside

holds 80% ownership and Williamsburg Landing holds 20% ownership of At Home

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Partners. At Home Partners is responsible for growing the membership base to achieve

specific marketing goals while appropriately managing the expenses of the program. At

Home Partners provides management level staff to ChooseHome including the

Executive Director and draws on the experience of Riverside Health System and

Williamsburg Landing to provide program oversight.

RRS, as part of RHS, draws on the expertise of those experienced in the development

and operation of retirement communities and other services for older adults. Key

professionals within RRS and RHS have vast expertise in planning, development, and

management of large scale health care and retirement community projects; RRS draws

on such experience within RHS for overall development and operational expertise.

Riverside Healthcare Association, Inc. is an organization of owned or managed

healthcare facilities, retirement communities, and associated support programs and

service facilities. These facilities include but are not limited to over 350 retirement

housing units, 740 Long Term Care beds, and 819 acute care beds. RHS is organized as

a private, non-profit corporation. The responsibility and authority for the management

is vested in a voluntary Board of Directors.

The purposes of RHS are to provide a comprehensive range of healthcare, wellness,

housing, and associated support services to all persons who can benefit from them and

to organize these services in an economical manner in accordance with standards of

excellence.

RHS willingly accepts responsibility to provide this comprehensive health care in the

form of programs of acute, long-term, mental health, ambulatory, rehabilitative,

preventative, terminal, and home care.

These services and programs are conducted without regard to race, color, religion,

sex, gender identity, or national origin.

b. Give the name and address of any professional service, firm, association, foundation,

trust, partnership or corporation or any other business or legal entity in which such

person has, or which has in such person, a ten percent or greater direct or indirect

interest and which it is presently intended will or may provide goods, leases or

services to the provider of a value of $500 or more, within any year, including:

(1) A description of the goods, leases or services and the probable or anticipated cost

thereof to the provider;

(2) The process by which the contract was awarded;

(3) Any additional offers that were received; and

~ 8 ~

(4) Any additional information requested by the Commission detailing how and why

a contract was awarded.

Response:

RRS is a non-profit, non-stock corporation, which has as its sole member, RHS, a non-

profit, Non-stock Corporation.

RHS provides planning, consulting, and operational services to RRS, at cost.

Because of the affiliation between RRS and RHS there was no formal process used, or

a formal contract signed in the provision of planning, consulting, and operational

services by RHS. No additional offers for such services were either solicited or

received. Costs for such services by RHS are charged on an actual cost basis. Charges

for 2018 were $499,297. Charges include various direct contracted services, supplies,

and contract management services and related costs incurred in conducting business for

RRS. Because of the inherent economies of scale available at RHS, substantial savings

inure the benefit to RRS over the cost of such services and products had they not been

acquired through RHS. These costs also cover a wide range of services and goods such

as food, insurance, accounting, and various labor costs.

Other than the affiliation arrangement, neither the provider nor the officers or board

members of the corporation has a ten percent or greater direct or indirect interest in any

professional firm, service, association, foundation, trust, partnership, corporation, or

any other business or legal entity which is presently intended will or may provide

goods, leases, or services to RRS of a value of $500 or more within any year.

c. Give a description of any matter in which such person:

(1) Has been convicted of a felony or pleaded nolo contendere to a criminal charge,

or been held liable or enjoined in a civil action by final judgment, if the crime or

civil action involved fraud, embezzlement, fraudulent conversion, or

misappropriation of property or moral turpitude; or

(2) Is subject to an injunctive or restrictive order of a court of record, or within the

past five years had any state or federal license or permit suspended or revoked as

a result of an action brought by a governmental agency or department, arising out

of or relating to business activity or health care, including without limitation

action affecting a license to operate a home care company, foster care facility,

nursing home, retirement home, home for the aged, or facility registered under

this article or similar laws in another state; or

(3) Is currently the subject of any state or federal prosecution, or administrative

investigation involving allegations of fraud, embezzlement, fraudulent conversion,

or misappropriation of property?

~ 9 ~

Response:

It has been certified that none of the above items is or has been applicable to the

provider or any person or member noted in the “Officers, Directors…” section of this

document.

V. AFFILIATION WITH RELIGIOUS, CHARITABLE OR OTHER NONPROFIT

ORGANIZATIONS; TAX STATUS OF PROVIDER

Give a statement as to:

a. Whether the provider is or ever has been affiliated with a religious, charitable or other

nonprofit organization, the nature of any such affiliation, and the extent to which the

affiliate organization is or will be responsible for the financial and contractual

obligations of the provider.

Response:

RRS was incorporated on December 30, 1985 as a non-profit, non-stock corporation

and is a subsidiary of RHS. The specific affiliation between the two corporations is

limited to the following:

1. RRS, has as its sole member RHS.

2. RHS elects the Board Members for RRS.

There exists no direct or indirect responsibility of RHS for the financial or contractual

obligations of RRS.

b. Any provision of the federal Internal Revenue Code under which the provider is exempt

from the payment of income tax.

Response:

RRS has applied for and received exemption from Federal Income Taxation under

Section 501(c)(3) of the Internal Revenue Code.

~ 10 ~

VI. SERVICES PROVIDED UNDER COMMUNITY-BASED CONTINUING CARE

CONTRACTS

Describe the services provided or proposed to be provided under community-based

continuing care contracts, including the extent to which medical care is furnished or is

available pursuant to any arrangement. The disclosure statement shall clearly state which

services are included in basic community-based continuing care contracts and which

services are made available by the provider at extra charge. The disclosure statement shall

also clearly state which services are offered by the provider and which services are offered

through contractual arrangements. The name and address of the party providing such

services shall be disclosed. A definition of the services shall also be p r o v i d e d.

Response:

RRS offers the following community-based continuing care contracts (agreements):

a. Long-term Agreement: The Long-term Agreement for Services covers a full range of

services for 2,555 cumulative days of benefit. The entrance fee and monthly fee

provides a substantial subsidy for long-term medical care, acting as financial protection

against possible future long-term care services.

b. Standard Agreement: The Standard Agreement covers a full range of services for 1,095

cumulative days of benefit. The entrance fee and monthly fee provides a substantial

subsidy for long-term medical care, acting as financial protection against possible

future long-term care services.

RRS will offer four service plans for both the Long-term Agreement and Standard

Agreement: Comprehensive, Premier, Choice, and Select. For more information on the

service plans, please refer to the Long-term Agreement (Appendix B) and the Standard

Agreement (Appendix C). The specific locations of information in the Agreements are as

follows:

a. “Continuing Care Program” Article II

b. “Description of Plans” Appendix C

Appendix

Regardless of the service plan selected, the Long-term Agreement and Standard Agreement

shall offer the following services:

a. Personal Service Coordination: A personal service coordinator will be assigned to each

member to provide regular assessment of their physical and cognitive abilities,

recommend services to meet presented needs, and coordinate the arrangement of those

services provided by the program.

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b. Annual Wellness Assessment: An annual wellness assessment will be conducted by the personal service coordinator to determine changes in physical or cognitive abilities and make appropriate adjustments to the level or number of services provided by the program.

c. Annual Home Safety Assessment: An annual home safety assessment will be conducted by the personal service coordinator to determine if modifications should be made to the home in order for the member to continue to safely reside in their residence of choice.

d. Emergency Medical Alert System: An emergency medical alert system may be recommended by the personal service coordinator and will include a communicator base and pendent which will provide the member with access to immediate assistance when activated. RRS will use Riverside Alert provided by:

1. TunstallDenbigh Professional Park

608 Denbigh Blvd, Suite 806


e. Medication Dispensing Unit: A medication dispensing unit may be recommended by the personal service coordinator. These units will issue medication reminders and dispense individual doses of medication when activated. RRS will use a medication dispensing unit provided by:

1. TunstallDenbigh Professional Park

608 Denbigh Blvd, Suite 806


f. Transportation to Essential Services: The program will coordinate and/or provide transportation to essential services when the personal service coordinator deems a member no longer safe to drive. Essential services are defined as: medical appointments, pharmacy visits, grocery shopping, and banking.

g. Companion/Homemaker Services: A companion/homemaker service may be recommended by the personal service coordinator to provide support with instrumental activities of daily living including: light housekeeping, cooking, medication reminders, laundry, etc. Companions/Homemakers will be provided by:

1. Riverside Home Care

856 J. Clyde Morris Boulevard, Suite C


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205 Bulifants Blvd, Suite B

Williamsburg, VA

23188

h. Home Health Aide: A home health aide may be recommended by the personal service

coordinator to provide all of the services provided by a companion/homemaker and

additional support with personal activities of daily living including: bathing, dressing,

mobility support, incontinence care, etc. Home health aides will be provided by:

1. Riverside Home Care

856 J. Clyde Morris Boulevard, Suite C


2. Williamsburg Landing

5700 Williamsburg Landing Drive


i. Adult Day Services: Adult day services may be recommended by the personal service

coordinator to provide a safe, supervised environment for adults to socialize, enjoy

entertainment, and relax during the day. Adult day services will be provided by:

1. Riverside Adult Day Services



j. Assisted Living Facilities: If a member is not able to remain at home (over a short- or

long-term period) the personal service coordinator may recommend placement in an

assisted living facility. The personal service coordinator will work with the facility to

identify necessary services and coordinate the transition of the member from the home

into the facility. Assisted living facility care will be provided by one of the following:

1. The Berkeley at Patriot’s Colony

6000 Patriots Colony Drive


2. Assisted Living at Warwick Forest

1004 Old Denbigh Blvd.


3. Assisted Living at Sanders

7385 Walker Avenue

Gloucester, VA 23061

4. Woodhaven Manor



2. Comfort Keepers

~ 13 ~

k. Nursing Facilities: If a member is not able to remain at home (over a short- or long-

term period) the personal service coordinator may recommend placement in a nursing

facility. The personal service coordinator will work with the nursing facility to identify

necessary services and coordinate the transition of the member from the home into the

facility. Nursing facility care will be provide by one of the following:

1. The Gardens at Warwick Forest

1004 Old Denbigh Blvd.


2. Convalescent Center at Patriot’s Colony

6000 Patriots Colony Drive


3. Sanders Health Care Center

7385 Walker Avenue

Gloucester, VA 23061

4. Woodhaven Hall



l. Program of All-Inclusive Care for the Elderly (“PACE”): A member may be

recommended for enrollment in a PACE program as an alternative to a skilled care

facility. If the PACE program is recommended, amenable to the member, and the

member is accepted by PACE, the PACE program will assume all care management,

medications, therapies, and physician services. The personal service coordinator will

work with the PACE program to transition the member into PACE and continue to

serve as a part of the care team. PACE programs are subject to availability in the

member’s area. PACE program care will be provided by one of the following:

1. Innovage439 Oriana Road


Additional services may be available to members at an extra charge, please refer to the

Long-term Agreement (Appendix II) and the Standard Agreement (Appendix III). The

specific locations of information in the Agreements are as follows: Services Provided,

“Continuing Care Program”- Article II, “Description of Plans” – Appendix C

~ 14 ~

VII. FEES REQUIRED OF PARTICIPANTS

Give a description of all fees required of participants, including any entrance fee and

periodic charges. The description shall include (i) a description of all proposed uses of

any funds or property required to be transferred to the provider or any other person prior

to the participant's enrollment in the program and of any entrance fee; (ii) a description of

provisions for the escrowing and return of any such funds, assets, or entrance fee, the

manner and any conditions of return, and to whom earnings on escrowed funds are

payable as discussed in § 38.2-4922 of the Code of Virginia; and (iii) a description of the

manner by which the provider may adjust periodic charges or other recurring fees and

any limitations on such adjustments. If the program is already in operation, or if the

provider operates one or more similar programs within the Commonwealth, there shall be

included tables showing the frequency and average dollar amount of each increase in

periodic rates at each program for the previous five years or such shorter period that the

program has been operated by the provider.

Response:

1. The program may require the payment of an entrance fee and monthly periodic

payment for all participants. The entrance fee and monthly fee provides a substantial

subsidy for long-term medical care, acting as financial protection against possible

future long-term care services. Please refer to the Long-term Agreement (Appendix

II) and the Standard Agreement (Appendix III). The specific location of information

is as follows: Fees, Article V and Refund of Fees, Article VI.

2. The 2019 fee schedule is shown in Appendix D.- “Refund of Fees”,

Article VI

3. Reservation Deposit

The program requires applicants to the program to make a deposit towards the

Entrance Fee at the time that the Reservation Agreement (Appendix I) is executed.

Upon enrollment this amount will be credited toward the required entrance fee.

Should the prospective member elect not to pursue or be rejected from pursuing

membership the deposit shall be refunded in full to the applicant within thirty (30)

days of receipt by RRS of the written request for refund. This deposit shall be:

Individual Deposit Couple Deposit

$1,000 $1,500

~ 15 ~

4. Fee Adjustments

While the intent of RRS, a not-for-profit provider, is to adjust periodic charges

(Monthly Fees) only to a level that does not exceed the adjustments incurred by the

company in the operation of the program, there is no contractual limitation on the size

or frequency of fee adjustments. Periodic fee adjustments will be applied to all

members enrolled in the same plan during the same calendar year and in the same

percentage. RRS will provide written notice to members at least thirty (30) days prior

to any adjustment.

Monthly Fee Adjustment History Average Rate Dollar Amount of

Year Increase Each Increase

——————————————————————————————————

2016 2% $10.00

2017 0% $ 0.00

2018 2% $10.00

2019 3% $12.00

VIII. RESERVE FUNDING

Describe any provisions that have been made or will be made to provide reserve funding or

security to enable the provider to fully perform its obligations under community-based

continuing care contracts, including the establishment of escrow accounts, trusts or reserve

funds, together with the manner in which such funds will be invested and the names and

experience of persons who will make the investment decisions. The disclosure statement

shall clearly state whether or not reserve funds are maintained. This description shall

include a specific explanation of how the value of any such reserve funding was established

and, if available, it shall include the opinion of a qualified actuary.

Response:

RRS’s refund policy requires significant funding be set aside to provide for refunds as

outlined in the Long-term Agreement and the Standard Agreement. Because of the strength

of our balance sheet and strong actuarial projections, additional reserves will not be

established.

IX. CERTIFIED FINANCIAL STATEMENTS

Give certified financial statements of the provider, including (i) a balance sheet as of the

end of the two most recent fiscal years and (ii) income statements of the provider for the

two most recent fiscal years. Such statements shall conform to generally accepted

accounting principles and shall be certified by an independent, certified public accountant.

The opinion of the independent, certified public accountant shall be included in this

section.

~ 16 ~

Response:

Please refer to Appendix E (Certified Financial Statements).

X. PRO FORMA INCOME STATEMENT

Give a pro forma income statement for the current fiscal year for the community-based

continuing care program and for the provider. This statement shall conform to generally

accepted accounting principles and shall include a specific description of the major

assumptions used in developing the pro forma statement.

Response: The following anticipates income and expenses for the fiscal year

beginning January 1, 2019 and ending December 31st, 2019

ChooseHome

Pro Forma Income Statement

January 1st to December 31st, 2019

REVENUE

Monthly Fees $ 780,857

Other Income $ 268,833

Total Revenue $1,049,690

EXPENSES

Salary and Benefits $ 197,558

Service and Other $ 567,398

Supplies $ 49,052

Depreciation $ 5,999

Total Expenses $ 820,007

NET (LOSS)/GAIN $ 229,683

Revenue is expected to grow by three members per month creating increases in Monthly

Fee Revenue, and Amortization of Entrance Fees. Revenue also includes a projection of

revenue to be received for co-payments due to medical services. Salaries and Benefits will

decrease slightly from previous year due to Business Managers shared cost. Utilization has

started to show a slight growth so this year includes an increased budget for utilization.

Services and Other expenses also include a decrease in consultant fees and marketing

related cost.

~ 17 ~

ChooseHome Pro Forma

Income Statement Comparison

Material Differences between 2018 Pro Forma Income Statement and the Actual Results

of Operation as Reported in the 2018 Certified Financial Statements

ChooseHome is out of the startup phase and is starting to stabilize with census coming right in line with budget for 2018. Revenue came in below budget due to census not fully being at budget throughout the year. ChooseHome was able to mitigate the revenue shortfall by controlling expenses, causing expenses to come below budget. Overall ChooseHome had a positive gain of 48K which was 25K below budget, and a census of 140 members.

Members Information: Budget Actual Percentage

ChooseHome 1692 60

1532 60

91% 100% Legacy LifeCare

Budget Actual

2018 2018

Monthly Fees 654,312$ 592,530$ (61,782)$ -9%

Other Revenue 236,672$ 212,910.67$ (23,761)$ -10%

890,984$ 805,440$ (85,544)$ -10%

Salaries and Benefits 167,671$ 154,171$ 13,500$ 8%

Service and Other 614,638$ 528,868$ 85,770$ 14%

Supplies 25,235$ 63,740$ (38,505)$ -153%

Depreciation 11,148$ 10,985$ 163$ 1%

818,692$ 757,764$ 60,928$ 7%

72,292$ 47,676$ (24,616)$ 152%Net (Loss)/Gain

Variance % of Variance

Expenses

Revenue

Total Revenue

Total Expenses

~ 18 ~

Narrative on financial condition:

ChooseHome started operations in July 2015. ChooseHome does not anticipate any

negative financial outcomes that would interfere with its ability to meet contracted

obligations to its residents now or in the coming years. Their accompanying balance

sheet, cash flow, and income statements in the enclosed audit are indicative of the fiscal

strength of the total organization.

Riverside Health System does not anticipate any negative financial outcomes that would

interfere with its ability to meet ChooseHome’s contracted obligations to its

memberships now or in the coming years.

XI. ENROLLMENT OF PARTICIPANTS

Give a description of the provider’s criteria for enrollment of participants.

Response:

Applicants shall be deemed eligible for admission into the program as a community-

based continuing care member if they meet the following guidelines:

1. Age

An applicant must be at least 60 years of age at the date of enrollment to be eligible

for membership.

2. Location

An applicant must reside within the program’s service area, which includes southern

Gloucester County, James City County, York County, City of Hampton, City of

Newport News, City of Poquoson, and the City of Williamsburg.

~ 19 ~

3. Physical/Medical Eligibility

An applicant must be in good health and capable of living independently into the

foreseeable future as certified by RRS. Applicants must be able to carry out activities of

daily living and be able to function at a high level both physically and mentally.

4. Financial Eligibility

Applicants must demonstrate proof of having sufficient assets and income, based on

average life expectancies, to adequately cover the Member’s applicable Entrance and

Monthly Fee.

5. Confidentiality

All information and discussions related to the applicant’s application for admission into

the program shall be held in strictest confidence.

6. Non-Discrimination

In the approval process of applications for membership in the program, there shall be

no discrimination against any applicant for the reason of race, color, sex, sexual

orientation, religion, or national origin.

7. Documentation

An applicant must submit the following documents in order to be eligible for

membership:

a. Signed Agreement for Services, correctly completed

b. Confidential Application, correctly completed

c. Confidential Financial Statement, correctly completed

d. Confidential Personal Health History, correctly completed

e. Confidential Personal Assessment, correctly completed

f. Proof of Health Insurance Coverage (Medicare Parts A & B, and a Medicare

Supplement Plan or equivalent hospital and medical insurance coverage)

8. Payment of Entrance Fee

An applicant must submit or arrange for payment of the balance of the entrance fee

prior to being admitted into the program.

XII. ACCESS TO SERVICES BY NON-PARTICIPANTS

Give a description of the provider’s policies regarding community-based services to non-

participants.

Response:

RRS provides services through its community-based continuing care programming for the

sole benefit of the program’s members. However, the program will make available, on a

~ 20 ~

temporary basis, access to community events and programs.

RRS shall have total authority and control over access to its community events and

programs by non-members and may decide when such services have or are being used to

excess.

Information regarding charges for community events and programs accessible to non-

members shall be readily available.

Any non-member accessing program community events and programs must be a guest of

a member, management of RRS, or the Board of Directors.

XIII. PROCEDURE FOR PARTICIPANT TO FILE A COMPLAINT OR DISCLOSE

CONCERN

Give a description of the procedure by which a participant may file a complaint or disclose

any concern. Include the provider's process for resolving complaints and concerns.

Response:

RRS believes it can provide a valuable service only if open communication occurs between

members and management. For routine problem solving, to file a complaint, or to disclose

a concern the following procedure should be used:

a. The member should contact their Personal Services Coordinator to document the

complaint or concern in writing.

b. If the member’s complaint or concern is not adequately resolved, they should

submit their concern in writing to the Executive Director.

c. The Executive Director may gather additional information from the member or

program staff, and deliver a final resolution to the member within approximately ten

(10) Business days.

If a member is concerned with the amount of service authorized by the program, a formal

procedure for requesting a service review is outlined in the Long-term Agreement

(Appendix II) and the Standard Agreement (Appendix III) under “Review of Program

Service Decisions” (Article II, Section G).

A power of attorney may initiate the procedure to file a complaint, disclose a concern, or

request a service review on the member’s behalf if it is determined that the member lacks

the capacity to do so themselves.

APPENDIX B

Long Term Agreement

ChooseHome Community-Based Continuing Care Agreement (Long-Term)

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Table of Contents

ARTICLE I: Selected Plan ............................................................................................... 3

ARTICLE II: ChooseHome Plans and Services ............................................................... 3

ARTICLE III: Out-of-Service Area “Portabiliy” .............................................................. 10

ARTICLE IV: Specialty Provider Network…………………………………………………...10

ARTICLE V: Qualification for Membership .................................................................... 12

ARTICLE VI: Fees ......................................................................................................... 14

ARTICLE VII: Right to Rescind/Entrance Fee Refund ................................................... 16

ARTICLE VIII: Change of Selected Plan ....................................................................... 18

ARTICLE IX: Member Rights and Responsibilities ........................................................ 18

ARTICLE X: ChooseHome Rights and Responsibilities ................................................ 20

ARTICLE XI: Termination of Services ........................................................................... 20

ARTICLE XII: Miscellaneous ......................................................................................... 22

Addendum A: Fees........................................................................................................ 27

Addendum B: Discount for Couples .............................................................................. 29

Addendum C: Description of Plans ............................................................................... 30

Addendum D: CCRC Waitlist Enrollment Form ............................................................. 31


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This Community-Based Continuing Care Agreement (Long-Term) (the “Agreement”) is made by and between Riverside Retirement Services, Inc. (“ChooseHome”) and person named and signing below (“Member”, “You” or “Your”). ChooseHome and Member may be referred to herein individually as a “Party” or together as the “Parties”).

ARTICLE I Selected Plan

A. Plan. You have selected the long-term service plan indicated below your signature (“Plan” or “ChooseHome Plan”), subject to the terms and conditions of this Agreement. The Plan options are described in Addendum C.

B. Commencement of Services. You shall become a member of the ChooseHome Program and ChooseHome shall begin to provide the Services included in your Plan after: (i) receipt of the Entrance Fee (or payment of the first installment of the Entrance Fee as identified in Addendum A); (ii) payment of one (1) month enrollment Monthly Service Fee; and (iii) this Agreement is executed by you and ChooseHome. The Entrance Fee and Monthly Service Fee amounts are determined based on the Plan that you selected. All fees are subject to the terms set forth in the Agreement.

ARTICLE II ChooseHome Plans and Services

A. Description of ChooseHome’s Plans and Services 1. Purpose. ChooseHome is a Community-Based Continuing Care provider

that is registered within the Virginia Bureau of Insurance and that provides non-medical services in a manner that increases the opportunity for you, as a member of the ChooseHome Program, to live independently in your home of choice as long as you remain safe and your needs can be met in the home. ChooseHome provides care management and long-term care support services. ChooseHome “Services” will be provided as needed, on a case-by-case basis, as described in Article II, Section B below. Services provided pursuant to your ChooseHome Plan are intended to be in response to changes in your health and/or functional abilities; as such, you are not entitled to certain Services provided by ChooseHome until evidence of changes in health or functional abilities occur to indicate you need such Services.

2. Maximum Daily Coverage. The level of Service coverage provided by ChooseHome for each “Unit of Service” and the “Maximum Daily Benefit” is dependent upon which Plan you selected in Article I of this Agreement.


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The Unit of Service and Maximum Daily Benefit for your Plan are outlined in Addendum C. The Maximum Daily Benefit is the maximum benefit amount that you are eligible to receive from the Plan during one calendar day. The Maximum Daily Benefit amount for the Plan will increase each subsequent year on the Effective Date of this agreement, at a compounded inflation rate of three percent (3%) per year. Additional services not covered by your Plan may be purchased by you or your family, and will be coordinated by your Personal Service Coordinator (who is described in Article II, Section B.1) and billed to you by ChooseHome.

3. Term/Benefit Days. This Agreement shall become effective on the Effective Date set forth below, and shall terminate after you have received Services hereunder at Level II or above (as defined in Addendum C) for 2,555 days (each a “Benefit Day”), unless sooner terminated in accordance with the terms of this Agreement. a. Benefit Days may be accounted for in half days and full days of usage.

A half day of usage is defined as using any program Services during a day for which the cumulative cost equals half of the Maximum Daily Benefit or less. A full day of usage is defined as using any program Services during a day for which the cumulative cost equals more than half of the Maximum Daily Benefit.

b. The 2,555 Benefit Days of Service that you are entitled to do not necessarily have to be consecutive. For example, if you receive Services for two weeks, and then no Services for three years thereafter, you will have received 14 Benefit Days of Services and will still be entitled to receive another 2,541 Benefit Days of Services before this Agreement terminates, unless sooner terminated in accordance with the terms of this Agreement.

4. Service Area. The ChooseHome Service Area includes the geographic boundaries of Gloucester County, Mathews County, James City County, York County, City of Hampton, City of Newport News, City of Poquoson, City of Williamsburg, New Kent, New Kent County, and Lanexa in the Commonwealth of Virginia. Any Service provided beyond 50 miles round trip (distance measured from the location of the ChooseHome Service provider to the ChooseHome Member’s home) will require a per mile charge at ChooseHome’s current standard rate, for which you will be billed in your monthly invoice.

5. Out-of-Service Area “Portability” of ChooseHome Benefits. If a member moves permanently or temporally, outside of the ChooseHome Service Area, as defined above in Article II, ChooseHome will offer coverage of benefits as set forth under Article III and more particularly defined in the Out-of-Service Area agreement.


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6. Riverside Lifelong Health and Aging Related Services. All Services

provided by ChooseHome are provided by or through Riverside Lifelong Health and Aging Related Services or an approved affiliate. If you or a third party arranges for or purchases any services without the prior written approval of either your Personal Service Coordinator or the ChooseHome Review Committee, ChooseHome may not reimburse you for those services. Notwithstanding the foregoing, ChooseHome retains the right to provide Services through alternate Service providers, including Service providers not affiliated with Riverside, as permitted by applicable law or regulations.

7. Non-Duplication of Services. ChooseHome provides a supplemental benefit, and therefore will only pay for Services (including any deductibles, co-insurance or co-payment amounts) to the extent such costs are not paid by, or covered under, any of the following: a. Medicare; b. any other governmental program (except Medicaid);

c. any commercial managed care organization;

d. any workers’ compensation law, employer’s liability or occupational

disease law, or any motor vehicle no-fault insurance of self-insurance; or

e. any long-term care insurance policy or another similar form of

insurance policy, if the Member has filed for benefit coverage with their long-term care insurance provider.

B. ChooseHome Services. Your ChooseHome Plan includes the use of a number

of Services, as defined below (“Services”). The Services to be provided, the percentage of coverage, and the criteria used to distinguish eligibility for Services provided by ChooseHome are set forth in Addendum C. 1. Personal Service Coordination. Upon acceptance into the ChooseHome

Program, execution of this Agreement and payment of entry fees, you will be assigned a “Personal Service Coordinator” who will serve as your primary contact in accessing the Services. The Personal Service Coordinator will work with you to identify changes in your health status and functional abilities and will recommend to ChooseHome reasonable responses to your changing needs.

2. Annual Wellness Assessment and Plan. As a member in the ChooseHome Program, you are required to complete an annual wellness


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assessment and create a care plan with your Personal Service Coordinator.

3. Home Safety Assessment and Plan. Your Personal Service Coordinator will work with you to assess your home’s suitability for your changing needs and make recommendations to increase safety and suitability as appropriate.

4. Emergency Medical Alert System. Your Personal Service Coordinator may recommend that your home be equipped with an emergency medical alert system, which when activated, will summon assistance in the case of a medical emergency.

5. Medication Dispensing Unit. Your Personal Service Coordinator will work with you to determine if, and when, a medication dispensing unit becomes necessary as part of your care plan. These interactive units issue medication reminders and then dispense individual doses of medication when activated.

6. Transportation to Essential Services. Transportation to “essential services” will be provided, subject to availability, when it is determined by your Personal Service Coordinator, in consultation with you, that you are no longer able to drive, or only able to drive in certain conditions. “Essential services” are defined as: medical appointments, pharmacy visits, grocery shopping, and banking.

7. Companion/Homemaker Services. Your Personal Service Coordinator will work with you to determine if companion/homemaker services may be required. This Service is designed to support you in instrumental activities of daily living including: light housekeeping, cooking, medication reminders, laundry, etc.

8. Home Health Aide. A home health aide may be provided if deemed necessary by ChooseHome. Aides are able to provide companion/homemaker services, as well as support with personal activities of daily living including, but not limited to, bathing, dressing, mobility support, incontinence care, etc.

9. Adult Day Services. Your Personal Service Coordinator may recommend attendance at an adult day service program as part of your care plan. Adult day services provide a safe, supervised environment for adults to socialize, enjoy entertainment, and relax during the day. This program seeks to foster independence and socialization for adults of all ages in need of supportive services.

10. Assisted Living Facility. Placement in an Assisted Living facility may be recommended by your Personal Service Coordinator and deemed


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necessary by ChooseHome, if you are no longer able to safely remain in your home. Should this need arise, you will be given priority direct admittance to an affiliated assisted living facility, subject to availability as defined in Article XI, Section H.

11. Nursing Facility. If ChooseHome determines that you are no longer able

to safely remain in your home, placement in a nursing facility may be recommended. Should this need arise, you will be given priority direct admittance to an affiliated skilled nursing facility, subject to availability as defined in Article XI, Section H.

12. Program of All-Inclusive Care for the Elderly (PACE). A Program of All Inclusive Care for the Elderly (PACE) may be recommended by your Personal Service Coordinator as a method of providing skilled care. Should PACE be recommended, and accepted by you, the PACE program will assume all management of care, medications, therapy, and physician services with your Personal Service Coordinator integrated as a part of your interdisciplinary team. Participation in a PACE program is subject to the availability of PACE in your area.

13. Other Services Available for an Additional Charge. ChooseHome may make additional services available to you for an additional charge. Charges for additional services requested will be reflected in your monthly invoice. Examples of other services that may be available for an additional charge include, but are not limited to: a. Transportation to non-essential services, subject to availability;

b. Special Events; and

c. Program Services in excess of what is covered by your Plan are

also available.

14. Services Not Provided. ChooseHome will not be responsible for the cost of medical services, medicine, or equipment incurred by you, except as set forth herein. ChooseHome does not provide dental care services, vision care services, mental health services, substance abuse services, pharmaceutical services, medication packing services, hospital services, sub-acute nursing care, physician services, emergency medical services, or any other services which must be provided by entities or professionals licensed to provide such services.

15. Service Levels. ChooseHome Services, described above, are provided in accordance with your health and functional status, and will be modified as changes to your health occur, in accordance with the Levels of Care provided by your Plan.


Page 8

a. Your functional abilities are measured in two categories:

Instrumental Activities of Daily Living (“IADL”) and Personal Activities of Daily Living (“ADL”). IADLs include homemaking, meal assistance, medication reminders, and transportation. PADLs include bathing, dressing, ambulation, feeding, medication prompting, and continence care.

b. Your Personal Service Coordinator will assess your Level of Care, which shall be one of the following: Level I: No Impairments in IADLs, ADLs, or cognition. Level II: Impairments in two or more IADLs and/or mild

cognitive impairment. Level III: Impairments in two or more ADLs, but not meeting

nursing home criteria, and/or moderate cognitive impairment.

Level IV: Impairments in two or more ADLs, meeting nursing

home criteria, and/or severe cognitive impairment.

c. The Services available with each Level of Care as of the Effective Date are outlined in Addendum C. ChooseHome may update or change the Services available with each Level of Care from time to time. ChooseHome shall provide to you at least thirty (30) days’ prior written notice of any such update or change.

16. Assessment of Health Status. You agree that if you experience a

significant decline in health status, ChooseHome may require you to obtain a medical examination, at your expense, to determine if additional Services are required. You agree to provide ChooseHome with a copy of all of the treating physician’s evaluations and recommendations within sixty (60) days after the date of the medical examination.

C. Review of Program Service Decisions. If you (or your power of attorney,

should you lack capacity to make informed decisions) have concerns about the Services provided hereunder, and you feel such concerns are not adequately addressed by your Personal Service Coordinator, you may bring such concerns to ChooseHome’s Program Review Committee. 1. Program Review Committee. The Program Review Committee is

composed of three to five members of the ChooseHome staff. The Program Review Committee can review your concerns about your assigned Level of Care, Services approved, or any other concern arising hereunder. Your Plan will be individualized to your needs as identified by


Page 9

the Program Review Committee, subject to the terms of this Agreement. If the Program Review Committee determines that it is not safe for you to continue living at home, then the Program Review Committee shall recommend appropriate facility placement. In the event you decline such facility placement, you may choose the option of additional care in the home at your expense and/or a member of your family or another appropriate person of your choosing may provide the care and supervision required to keep you safe in your home, at such person’s expense.

2. Requesting a Review of Services. a. If you have concerns and would like to initiate a review of your

Services (“Request for Review of Services”) with the Program Review Committee, you may do so by: i. Filing a Request for Review through your Personal Service

Coordinator by completing request forms provided to you by ChooseHome.

ii. Submitting additional information, as necessary, in writing to

your Personal Service Coordinator to clarify concerns.

b. Your Personal Service Coordinator will present the Request for Review to the Program Review Committee. The Program Review Committee will review requests with your functional, medical, and social needs in mind. The Program Review Committee may, but is not required to, request additional assessments and documentation during the review process.

c. A decision on a Request for Review will be communicated to you in writing within ten (10) business days of the Program Review Committee’s meeting.

3. Appealing a Program Review Committee Decision. Upon receipt of the Program Review Committee’s decision, if you disagree with the decision and/or believe that the Request for Review requires additional consideration, an appeal may be made to ChooseHome’s Executive Director. a. Requests for an appeal must be made in writing with all supporting

documentation attached and delivered to the following address (or such other address as you may be directed in writing by ChooseHome): ChooseHome 120 Kings Way Suite 3600


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Williamsburg, VA 23185 Attn: Executive Director

b. An appeal of the Program Review Committee’s decision will require you to participate in a comprehensive geriatric assessment with the Riverside Center for Excellence in Aging and Lifelong Health. The geriatric assessment team will then provide a report to you and the ChooseHome Executive Director with the team’s recommendations for long-term care Services for you. The ChooseHome Executive Director will use these recommendations as the basis for his/her decision regarding the provision of Services for you. All decisions regarding the Request for Review made by ChooseHome’s Executive Director will be final.

4. Accessing Additional Service after a Request for Review. A denial of Services in the Request for Review process does not mean that you do not have access to the desired Services, only that the Services will not be covered under your ChooseHome Plan. Your Personal Service Coordinator will arrange for additional services after receiving your request in writing. Any requested services will be billed to you with your Monthly Service Fee.

ARTICLE III Out-of-Service-Area “Portability”

Out-of-Service-Area or Portability is defined as the usage of benefit days and services when a member is not located in the designated service areas within Virginia and/or listed in Article II, Section A, #4.

A. You will become eligible for Portability Benefits if you have lived within the

service areas for at least one calendar year from your original contract date, and if your account is not delinquent. You are required to notify ChooseHome in writing 30 days prior to any relocation, whether it is permanent or temporary.

B. Portability Services and Coordinating

1. When you become a member in Portability Benefit status, all services covered under your ChooseHome contract will remain covered. See Article II, Section B for full list of services.

2. You are required to contact your coordinator, and follow the standard process for receiving a preapproval and authorization for any services being utilized in your current location.


Page 11

a. Once services have been approved and authorized, your coordinator can advise you regarding services located in your area, or assist you with contacting a local coordinating service provider (Geriatric Coordinator).

b. Scheduling and contracting with the actual service provider/vendor shall be the responsibility of you the member. ChooseHome will not contract on behalf of the member not located in the designated services areas within Virginia.

C. Benefit Reimbursement

1. All Portability Benefit services will be treated in a reimbursement manner, requiring you, the member, to be responsible for paying the service provider/vendor directly, and submitting a request for reimbursement to ChooseHome within 60 days from the invoiced billing date. All services shall be subject to the approval process, and any denials will have to follow the Review of Service policy stated in Article II, Section C.

a. Requests can be faxed, emailed, or mailed to the ChooseHome

office or your Coordinator. b. All reimbursement requests must be received at ChooseHome

within 60 days from the invoice date that is being submitted for reimbursement. Any requests received after 60 days from the invoice date, will be denied for reimbursement.

2. ChooseHome will reimburse for services that were authorized by the

ChooseHome coordinator, up to the service rates that are contracted with ChooseHome by service providers in the designated service areas within Virginia.

a. ChooseHome has contracted rates with local providers within

Virginia, and will reimburse up to those contracted rates. 1. If services were received, outside the designated service areas,

at a higher rate than the contracted rates within the Virginia service areas, then the member shall be responsible for any overages.

2. If services were received, outside the designated service areas, at a lower rate than the contracted rated, then ChooseHome will reimburse up to the invoiced rate.


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b. It is the responsibility of the member to contact their coordinator prior to scheduling services to verify the current contracted rate in the designated service areas within Virginia.

3. Once a request for reimbursement has been received ChooseHome has 45 day to process the request and submit payment to the member.

ARTICLE IV Specialty Provider Network

A. ChooseHome may maintain a Specialty Provider Network, a list of

providers/companies that supply goods and/or services in ChooseHome’s Service Area that are not covered by your Plan or provided by ChooseHome. These goods and/or services may include, but are not limited to, education, entertainment, financial advisors, fitness centers, home and yard maintenance, home repair, legal assistance, moving or relocation assistance, and volunteer opportunities.

B. In order to be listed in the Specialty Provider Network, a provider will be required to meet certain criteria. Notwithstanding anything to the contrary, a provider’s inclusion in the Specialty Provider Network is for informational purposes only, and should not be construed as a recommendation by ChooseHome.

C. You understand and agree that ChooseHome does not provide any services except as stated in this Agreement. ChooseHome does not endorse, or guarantee the cost or quality of, services or goods not provided directly by ChooseHome under this Agreement, including any services or goods provided by persons or companies listed in the Specialty Provider Network.

ARTICLE V Qualification for Membership

A. Member Eligibility. You must meet certain qualifications to be eligible for the ChooseHome Program. In executing this Agreement, you agree that you meet each of the following qualifications: 1. 60 years of age or older;


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2. Resident of the defined Service Area set forth in Article II, Section A.4., which may be amended from time to time;

3. In good health and capable of living independently into the foreseeable future, as determined by ChooseHome in its sole discretion at time of execution of this Agreement;

4. Have no diagnosis of dementia or Alzheimer’s disease or indication of

progressive cognitive impairment as identified by generally accepted testing methods;

5. Able to demonstrate proof of having sufficient assets and income, based

on average life expectancies, to adequately cover your applicable Entrance Fee and Monthly Service Fee; and

6. Have procured and maintain Medicare Parts A & B, and a Medicare

Supplement Plan or equivalent hospital and medical insurance coverage. B. Member Certification/Final Determination of Membership.

1. You certify that you meet each of the qualifications set forth in Article IV,

Section A of this Agreement and that all information, documents, or statements made or provided to substantiate such qualifications are true and complete as of the Effective Date of this Agreement.

2. You also agree that ChooseHome has full and final authority to determine

whether an individual is to be accepted into the ChooseHome Program and that such determination may include, but is not limited to, consideration of the application forms, health conditions, physical examinations, cognitive examination, and financial conditions described in Article IV, Section A. ChooseHome reserves the right to require an additional physical examination at your expense, at any time prior to ChooseHome’s execution of this Agreement. The examination must be provided by a licensed physician, mutually agreed upon by ChooseHome and the Member, with results fully disclosed to ChooseHome. ChooseHome also reserves the right to require additional testing prior to execution of this Agreement, paid for at the discretion of ChooseHome.

3. Requirements Prior to Membership. The following must be provided to ChooseHome prior to execution of this Agreement: 1. Proof of the required Health Insurance, as defined in Article VIII, Section

A.

2. All required personal, confidential, financial, and medical information.


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3. Copy of a completed Durable Power of Attorney as defined in Article VIII, Section D.

4. This Agreement must be fully executed.

5. Payment, or arrangement for payment, of the balance of your Entrance

Fee and applicable Monthly Service Fee. 4. Confidential Information. ChooseHome shall keep confidential your medical,

financial, and personal information (“Confidential Information”), unless you authorize ChooseHome to disclose such information. By signing this Agreement, you authorize ChooseHome to disclose and/or share your Confidential Information (i) if ChooseHome has obtained your prior written consent; (ii) if disclosure is permitted or required by law; (iii) as needed to provide Services to you hereunder; and/or (iv) with ChooseHome’s affiliates or subsidiaries that provide Services pursuant to this Agreement.

5. Representation by Member. All application forms, health histories, reference reports, and other documents containing facts furnished by you are a material part of this Agreement and ChooseHome may terminate this Agreement at any time after becoming aware of any misrepresentation or omission by you.

6. Statement of Non-Discrimination. ChooseHome does not discriminate on the basis of gender, race, color, sex, sexual orientation, religion, or national origin in its provision of Services hereunder or the execution of this Agreement.

ARTICLE VI

Fees

A. Entrance Fee. 1. Amount. In consideration of your membership in the ChooseHome

Program and selection of the Plan, you agree to pay ChooseHome an entrance fee in the amount set forth in Addendum A (the “Entrance Fee”).

2. Installment Options. You have the option to pay the Entrance Fee in a single lump sum, or may choose to pay in two or more installments as described in Addendum A. You may be required to pay a deposit toward the Entrance Fee, which shall be credited toward your total Entrance Fee due. The balance due at the execution of this Agreement (if any) shall be set forth in Addendum A.

3. Couples Discount. Should a couple desire to become members of a ChooseHome Plan at the same time, and each individual meets the membership requirements, ChooseHome will provide a discount on each


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member’s Entrance Fee, subject to the terms and conditions of Addendum B.

B. Monthly Service Fee.

1. Monthly Service Fee Amount. The initial Monthly Service Fee amount you agree to pay is set forth in Addendum A. The Monthly Service Fee must be paid each month to ChooseHome for the entire term of this Agreement, and shall be adjusted from time to time as set forth in Article V, Sections B.3., B.4., B.5., and D. below.

2. Due Date/Fees. Payment of the Monthly Service Fee and any other fees

shall be due on or before the 10th day of each month, without further notice or demand. You agree that you will not reduce such payment for any reason, including offset or other deductions, without ChooseHome’s written agreement.

3. Fees Paid in Advance. You may pay the Monthly Service Fees one (1) year in advance by making a single payment, equal to the aggregate amount of the following twelve (12) Monthly Service Fees (the “Advance Payment”), less the amount of the following discount. Should you elect to pay your Monthly Services Fees in advance, you are entitled to a 5% discount on the total Monthly Service Fees due for the year.

4. Late Payment Penalty. In addition to any other remedies ChooseHome may have, if you fail to pay your invoice on or before the date on which it becomes due, you agree to pay interest at the rate of eighteen percent (18%) per annum (the “Interest Rate”), or the highest amount permitted by applicable law if less than the Interest Rate, on any past due amount from the due date until paid (the “Late Payment Penalty”). Whether paying by check or direct debit, you agree to pay the Late Payment Penalty if your bank account balance is insufficient to cover any amount due on the date on which it becomes due, plus any insufficient funds fee charged to ChooseHome by the financial institution. In the event you fail to pay any amount due hereunder within thirty (30) days of it becoming due, including any late charges, ChooseHome may terminate this Agreement in accordance with Article X.

5. Adjustments. ChooseHome reserves the right to adjust all Fees, including the Monthly Service Fee, consistent with the cost of operating and maintaining ChooseHome, as well as future service obligations of ChooseHome. Any Monthly Service Fee increase shall be applied to all members enrolled in the same plan during the same calendar year and in the same percentage, and not on an individual basis. ChooseHome shall provide written notice to you of any increase in fees at least thirty (30) days prior to the date such increase becomes effective.


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C. Payment Methods. You agree to pay all Fees using one of the methods below:

1. Check. Payment may be made in the form of a personal or certified check

made payable to ChooseHome.

2. Direct Deposit. You may arrange for fees to be directly deposited to ChooseHome using the form provided by ChooseHome.

D. Additional Charges. ChooseHome reserves the right to bill you for services rendered, including for additional services not covered by your Plan.

ARTICLE VII Right to Rescind/Entrance Fee Refund

A. Right to Rescind. You have the right to rescind this Agreement, without penalty or forfeiture, within seven (7) days after the Effective Date. You are not required to initiate your ChooseHome Plan before the expiration of this seven-day period.

B. Request for Refund. In the event this Agreement terminates and you are eligible

for an Entrance Fee Refund, ChooseHome will determine the amount of your Entrance Fee that is eligible for a refund. You are not required to submit any additional request for an Entrance Fee Refund.

C. Determination of Entrance Fee Refund Amount.

1. Upon Termination of Agreement. If the Agreement terminates pursuant

to Article X, Sections A through F, the refundable portion of your Entrance Fee (“Entrance Fee Refund”) will be determined as follows:

a. Between 1 day and 90 days after the Effective Date. If Membership is terminated during the first ninety (90) days following the Effective Date, you will be entitled to a full refund of the Entrance Fee, without interest, less the cost of any services actually received by you.

b. Between 91 days and 5 years after the Effective Date. If Membership is terminated ninety-one (91) days after the Effective Date, fifteen percent (15%) of the Entrance Fee shall have become non-refundable, leaving the “Refund Balance” equal to eighty-five percent (85%). For fifty-seven (57) months thereafter, the Refund Balance will be reduced at a rate of 1.5% per month beginning in the fourth month on the same day of the month as the Effective Date. The Refund Balance shall be refunded, without interest, less


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the cost of any services actually received by you.

c. 5 years after the Effective Date and Thereafter. Five (5) yearsafter the Effective Date and thereafter, you will no longer be entitledto receive a refund of any portion of the Entrance Fee.

2. Upon Moving to a CCRC. You may elect to move to an Eligible CCRC asdefined in Addendum D, and complete the form attached hereto asAddendum D. In the event you elect to become a permanent resident ofan Eligible CCRC, enter into an Eligible CCRC Contract, and terminateyour Membership with ChooseHome by providing at least thirty (30) daysprior written notice in accordance with Article X of this Agreement, yourEntrance Fee will be refunded as follows:

a. Fifty percent (50%) of your Entrance Fee, without interest, less thecost of any Services actually received by you, shall be paid directlyby ChooseHome to the CCRC in which you will reside, to beapplied to the entrance fees charged to you by such CCRC.

b. Notwithstanding the foregoing, this Section VI.C.2 shall notapply (and Section VI.C.1 of this Agreement shall apply) in theevent that you would receive a higher refund amount pursuant toSection VI.C.1 of this Agreement. This Section VI.C.2. shall notapply in the event you exhaust the amount of the refund throughservices provided pursuant to his Agreement and covered underyour Plan.

c. For purposes of this Agreement, an “Eligible CCRC Contract” shallinclude a Type A or Type B Contract, so long as it is not a Type CContract, as defined below:

i. Type A (extensive or life-care contracts) include housing,residential services and amenities, including unlimited use ofhealthcare services at little or no increase in the monthly fee,and typically feature the highest entrance fees.

ii. Type B (modified contracts) typically offers lower entrance andmonthly fees. Type B contracts limit the amount of health careservices that may be accessed without any increase in themonthly fee.

iii. Type C (fee-for-service contracts) include similar housing,residential services and amenities as Type A and B contractsbut require residents to pay market rates for any health-relatedservices under an as-needed arrangement. Type C contractsoffer lower entrance fees and monthly fees but the risk of large


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long-term-care expenses remains with the resident.

3. Entrance Fee Refund Conditions. Payment of the Refund Entrance Fee is conditioned on the following terms: a. The Entrance Fee Refund will be calculated from the termination

date as defined in Article X, Section G.

b. Any Entrance Fee Refund shall not include interest that has

accrued from the date your Entrance Fee was paid.

c. If you receive Services (home or facility-based) pursuant to this

Agreement, the difference between the actual charges incurred hereunder and the Monthly Service Fee shall be deducted from the Entrance Fee Refund amount.

d. You understand and agree that any claim against ChooseHome for a refund, or any claim against the assets of ChooseHome, is unsecured.

4. Payment of Refund. Any refunds due hereunder will be made within thirty

(30) business days following the termination date, as defined in Article X, Section G.

ARTICLE VIII Change of Selected Plan

A. As a ChooseHome member, you may change your plan at any time by (1) providing written notice of termination of this Agreement under Article X, Section F, and (2) entering into a new agreement with ChooseHome. You may be entitled to an Entrance Fee Refund based on the calculation set forth in Article VI, Section C. Any outstanding balance owed for services used must be paid prior to your transition to the new plan. When entering into a new agreement, you may be subject to a health assessment to determine your eligibility for the new plan.

ARTICLE IX

Member Rights and Responsibilities

A. Health Insurance. 1. You are responsible for maintaining Medicare Part A and B and/or other

health insurance. You shall provide evidence of insurance to ChooseHome and will assume all responsibility to bill the insurance


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company.

2. If you choose not to maintain health insurance, ChooseHome will notcover Services, or the portion of those Services, that would generally becovered by Medicare Part A and B and/or other health insurance.

3. If you are eligible for or entitled to medical care or payment by insuranceor government agencies, you shall apply for such care or payment.

4. You shall authorize, as necessary, any provider of hospitalization,medical, or other health services to receive reimbursement under theabove Medicare, TRICARE, and Supplemental insurance programs.

B. Health Status Change. It is your responsibility to promptly inform your PersonalService Coordinator of any health status change, including, but not limited to:elective surgery, acute events, new diagnosis, or change in Activities of DailyLiving function so that ChooseHome may make the appropriate servicesavailable to you. It is only through active and ongoing communication thatChooseHome can help you receive the appropriate services necessary to helpyou remain at home.

C. Members’ Association. All members of ChooseHome are members of theMembers’ Association. The Administration will confer regularly with representatives from the Members’ Association about matters of interest and/or concern to the members.

D. Power Of Attorney.

1. You agree to execute and maintain in effect a Durable Power of Attorney,valid under Virginia law. This Durable Power of Attorney shall designateas your attorney-in-fact, your spouse, a bank, lawyer, relative, or otherresponsible person or persons of your choice, to act for you in managingyour financial affairs and filing for your insurance or other benefits, as fullyand completely as you would if acting personally. The Durable Power ofAttorney should be in a form that survives your incapacity or disability andbe otherwise satisfactory to ChooseHome.

2. You will deliver a fully executed copy of this Durable Power of Attorney toChooseHome prior to the Effective Date. Any existing advance directivessuch as a “living will” should be filed with ChooseHome upon the EffectiveDate. In the event you change or create a new advance directive such asa living will after the Effective Date, you will promptly provide a copy toChooseHome.

3. Disclosure Statement. You hereby acknowledge receipt of a disclosurestatement from ChooseHome current as of the Effective Date of this Agreementthat describes ChooseHome’s structure, affiliations, financial information,


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governance, management, fees and other information that may be required under Virginia law (“Disclosure Statement”). You have the right under Virginia law to request an updated copy of the Disclosure Statement annually.

ARTICLE X ChooseHome Rights and Responsibilities

A. Management. ChooseHome is responsible for the overall management and operation of your ChooseHome Plan. ChooseHome has the right to hire professional management services to meet this responsibility.

B. Authority for Admissions, Dismissal, and Fees. ChooseHome retains all

authority regarding admission to, dismissal from, and adjustments of Fees for your ChooseHome Plan.

C. Emergencies. ChooseHome does not provide emergency care and members

must call 9-1-1 in the event of an emergency. However, if a ChooseHome Program Service is scheduled by you and you are unreachable and unresponsive to repeated attempts to contact you, ChooseHome may, at its discretion, contact emergency personnel to enter the home. You agree that if and when such actions are taken, ChooseHome is acting “in good faith” and you will hold ChooseHome harmless, and will indemnify ChooseHome and its employees and staff for any loss that may arise.

D. Confidentiality. You agree that ChooseHome may request and receive medical

and financial information from you that ChooseHome deems to be necessary or useful (in its sole discretion) to carry out its responsibilities hereunder and you agree to provide such information in a manner that is accurate and prompt. ChooseHome has the responsibility to keep all of the personal, medical, and financial information that you provide to ChooseHome confidential, subject to your approval and/or Article IV, Section D.

ARTICLE XI Termination of Services

ChooseHome is intended to work in partnership with our members to provide ongoing services to enable you to remain in your home as long as it is safe to do so and your needs can be met in the home. However, this Article X outline the physical, mental health, and financial conditions upon which ChooseHome may require you to relinquish participation in the program. Should you be required to relinquish your membership, ChooseHome shall give you reasonable notice of your termination date. You will further be given reasonable opportunity to cure within a reasonable period whatever conduct warrants the termination of this Agreement. The refund provisions of this Agreement


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will apply, less any outstanding debts to ChooseHome. A. Termination for Cause. ChooseHome may terminate this Agreement for good

cause. ChooseHome shall provide you with written notice of breach that shall set forth the good cause reason for termination. You will have a reasonable period to cure the breach, not to exceed thirty (30) calendar days (“Cure Period”). In the event that you fail to cure the breach within the Cure Period, ChooseHome may terminate this Agreement upon written notice at the end of the Cure Period. Each of the following shall serve as good cause to terminate this Agreement: 1. Termination for Behavioral Issues. You have any of the following

behavioral issues: a. You are a danger to yourself or others.

b. You repeatedly behave in a manner that interferes with other

members’ quiet enjoyment of a Facility or Service.

c. You are persistent in your refusal to comply with the reasonable written rules and regulations of ChooseHome or your ChooseHome Plan.

2. Termination for Failure to Pay Fees. You fail to pay any Fees referred to

in Article V of this Agreement when due, including any late charges.

3. Termination of Services Due to Material Misrepresentation. You

intentionally or recklessly made a material misrepresentation in your application to ChooseHome, or any related materials, regarding information which, if accurately provided, would have resulted in either your failure to qualify for participation or a material increase in the cost of care and Services provided to you hereunder.

4. Termination for Material Breach of Contract. You breach any material

terms and conditions of this Agreement.

B. Insolvency of Member. If you notify us that you have become insolvent or if ChooseHome determines that you are otherwise unable to pay any fees and/or charges due to ChooseHome, then ChooseHome shall attempt to assist you in identifying alternative means to secure payment of the Monthly Service Fee and other charges. If you become insolvent or otherwise able to pay any amounts owed hereunder to ChooseHome, then ChooseHome in its sole discretion, can choose alternative means to obtain payment. These alternative means may include, but are not limited to: charging the Monthly Service Fees against the Entrance Fee Refund Balance; accruing unpaid charges if you agree to pay such charges when funds become available; or pursuing any other legal remedies. If


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no alternative payment sources are found to be acceptable to ChooseHome, ChooseHome may rescind your membership and terminate this Agreement in accordance with Article X, Section A of this Agreement.

C. Relocation of Member. Should you transfer to a permanent residence outside the defined Service Area, then ChooseHome may terminate the Agreement effective as of the day you no longer reside in the Service Area.

D. Discontinuation of Program. In the sole discretion of ChooseHome, the ChooseHome Program may be discontinued upon no less than ninety (90) days prior written notice to you. Should this occur, you shall be eligible for a full refund of the Entrance Fee less the cost of any Services provided in excess of your Monthly Service Fee. Such discontinuation will result in the termination of this Agreement and ChooseHome will no longer be responsible for providing any Services or fulfilling any duties hereunder after the termination date.

E. Death of Member. In the event of Member’s death, the following terms shall apply: 1. If the Member dies before initiating the Plan, or is precluded through

illness, injury, or incapacity from becoming a member under the terms of this Agreement, the contract is automatically rescinded and you or your legal representative shall receive a full refund of all money you paid to ChooseHome, less those costs specifically incurred by ChooseHome at your request and set forth in writing in a separate addendum to the Agreement.

2. Following initiation of the Plan, this Agreement is automatically terminated as of the date of the Member’s death. The Member’s estate shall receive a refund, if any, as set forth in Article VI.

F. Voluntary Termination by Member. You may voluntarily terminate this

Agreement by giving thirty (30) days written notice of your intent to terminate in accordance with the notice requirements described in Article XI, Section G.

G. Termination Date. Unless otherwise indicated in the termination notice provided, the termination date shall be the first (1st) day of the month following completion of the thirty (30) day notice period.

H. Effect of Termination. Beginning on the date of termination, ChooseHome shall

have no further obligations to you under this Agreement.

ARTICLE XII Miscellaneous

A. Advice and Consultation. You acknowledge and agree that you have had


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ample time to review this Agreement and to seek advice and consultation from your attorneys, accountants, or other advisors before signing.

B. Assignment of the Agreement by ChooseHome. ChooseHome reserves the

right to assign this Agreement, and/or its rights and responsibilities hereunder to a third party upon written notice to you. In the case of assignment, this Agreement shall serve to the benefit of and bind such assignee. As this Agreement is specifically designed for your needs and abilities, you agree not to assign your rights or obligations under this Agreement. Any assignment you make in breach of such agreement shall be void. Nothing in this Agreement, expressed or implied, is intended to confer upon any other person any rights or remedies of any nature.

C. Complete Agreement. This Agreement shall be the complete agreement

between the Member and ChooseHome with respect to the subject matter hereof, and may not be modified except in writing and signed by both Parties. You agree that you have read and fully understand the Agreement. You further agree that no representations, promises, inducements, or agreements concerning ChooseHome and your ChooseHome Plan have been made to you other than those contained in the Agreement.

D. Governing Law. The laws of the Commonwealth of Virginia shall govern this

Agreement. The Parties consent to personal jurisdiction in the Commonwealth of Virginia and agree that the sole venue for any mediation, arbitration proceeding or court proceeding shall be Newport News, Virginia.

E. Indemnification. You shall indemnify, hold harmless, and defend ChooseHome

and its directors, employees, and agents for any claims, damages, or injuries caused in whole or in part by any act or omission on your part or on the part of your family, agent, employee, independent contractor, and/or other invitee.

F. Member’s Personal Property and Home. Except for the gross negligence or

willful misconduct of ChooseHome or its employees, ChooseHome shall not be responsible for damages or loss to your personal property or home due to theft, fire, water, vandalism, or any other cause. If you suspect that damage or loss to your property was caused by a ChooseHome employee or a ChooseHome service provider providing Services for you under the program, please notify ChooseHome. ChooseHome will undertake an investigation, communicate with the employees or services providers involved in an effort to resolve the matter on your behalf.

G. Notices. Any and all notices or other communications required or permitted by

the Agreement or by law to be served or given to any Party by another Party of this Agreement shall be in writing and shall be deemed duly served when delivered in person, mailed by certified or registered mail (postage prepaid), or sent by reputable overnight courier service (charges prepaid), addressed as


Page 24

follows:

If to the ChooseHome: ChooseHome 120 Kings Way, Suite 3600 Williamsburg, Virginia 23185

If to the Member: See Member’s Notice Contact set forth below

H. Nursing and Assisted Living Facility Availability. In the event that you move to a nursing facility or assisted living facility, you shall be able to choose a nursing facility or assisted living facility from among those affiliated with ChooseHome, as space permits. In the event that space is not available at your chosen facility, you will be placed on its waiting list and ChooseHome will coordinate similar accommodations and services for you to temporarily reside in another facility located within the Service Area. Costs of similar accommodations and services at the non-affiliated facility will be paid for by ChooseHome to the extent such costs would be covered at an affiliated facility. If you choose to use additional services that have not been approved for by ChooseHome in writing, the costs will be billed to you and you will be responsible for payment of such costs.

I. Registering a Concern. If you (or if you lack capacity to make your own

informed decisions, the person/entity designated by your power of attorney) have a complaint or concern related to ChooseHome or your ChooseHome Plan, please contact your Personal Service Coordinator. If your concern is not satisfactorily addressed by your Personal Service Coordinator, you may submit your concern in writing to the Executive Director for further assistance. The Executive Director will provide final resolution to you within approximately ten (10) business days of receiving your request in writing. If you have concerns about the level of Services you are receiving, please submit a Request for Review as outlined in Article II, Section H.

J. Section Headings. The section headings are for reference only and shall not

limit or control the meaning of any provision of this Agreement. K. Severability. If any provision of this Agreement should be or become invalid,

such invalidity shall not in any way affect any of the other provisions of this Agreement, which shall continue to remain in full force and effect.

L. Waiver. No delay or omission on the part of the Member or ChooseHome in

exercising any right hereunder shall operate as a waiver of such right or any other rights under this Agreement.


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[Signatures appear on the following page.]


Page 26

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement to be

effective on the Effective Date indicated below.

Effective Date: _______________________________________, 20__________

MEMBER

Riverside Retirement Services, Inc.

Member Signature Authorized Signature

Print Name Print Name

Title

Member’s Plan:

Member’s Notice Contact:

Name:

Address:


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Addendum A

Fees

By signing below, you (Member) agree to the terms of this Addendum A.

Member Name (Print):

Effective Date of Agreement: A. Deposit (as applicable): The Parties acknowledge that Member has paid a Deposit

toward Member’s Entrance Fee. The remaining balance is $_______________________.

B. Initial Monthly Service Fee: $______________ per month (subject to change as set forth in Article V of the Agreement.

C. Payment Options: Lump Sum/Installments. You may pay the Entrance Fee in a

single payment or may elect to pay the Entrance Fee using one of the multiple payment options listed below. Please Circle One Option Below.

Option 1: The Member shall pay the Entrance Fee in a single payment.

Option 2: The Member shall pay the Entrance Fee in two installments. The first

installment represents one-half of the Entrance Fee and is due on or before the date that this Agreement is executed. The second installment is due on or before one year has passed since the Effective Date. The second installment will include an additional five percent (5%) of the balance of the Entrance Fee as a convenience fee, which will be added to the outstanding balance.

Option 2: Entrance Fee $____________

Year 1 Year 2

Two Annual Installments

$ $

5% Convenience Fee $ 0.00 $

Outstanding Balance

Total


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Option 3: The Member shall pay the Entrance Fee in three installments. The first installment represents one-third of the Entrance Fee and is due on or before the date that this Agreement is executed. The second installment is due on or before one year has passed since the Effective Date. The third installment is due on, or before, two years have passed since the Effective Date. The second and third installments will include an additional five percent (5%) of the balance of the Entrance Fee as a convenience fee, which will be added to the outstanding balance.


Year 1 Year 2 Year 3

Three Annual Installments

$ $ $

5% Convenience Fee $ 0.00 $ $

Outstanding Balance

Total

D. Refund at Termination. Refunds available to you are described in Article VI of the

Agreement. However, convenience fees paid by you according to the Installment Options described in this Addendum shall not be eligible for refund.


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Addendum B

Discount for Couples

Discount for Couples: Couples that are legally (i) married, (ii) joined by civil union, or (iii) in a domestic partnership may be eligible for a discount.

In order to qualify for the discount: (i) the couple must be living in the same household, (ii) both individuals must become Members of a ChooseHome Plan at the same time, and (iii) each individual must meet the membership requirements and be accepted to be members of a ChooseHome Plan. If all 3 requirements are met, ChooseHome will provide a discount on the initial Entrance Fee for both members. The discount will be calculated based on the plan and coordinating percentage discount of the lesser of the two entrance fees, which varies depending on the Plan selected in Article I. That amount will then be split to evenly discount each member’s entrance fee, resulting in a reduced Entrance Fee for each member.

The discount schedule is as follows: Comprehensive Plan – 30%, Premier Plan – 25%, Choice Plan – 20%, and Select Plan – 15%. Refer to the plan selected in Article I to determine the applicable discount rate.

Your final Entrance Fee will be calculated as follows:

Initial Entrance

Fee

Couples Discount

Percentage

Couples Discount

Final Entrance Fee

Member 1

Member 2

Total

Your signature below constitutes acceptance of the couple’s discount. In accepting this discount, each member agrees to provide reasonable support to their partner in the event of a decline in their partner’s health status until no longer able to serve in a support capacity as determined by ChooseHome. Reasonable support shall include, but not be limited to homemaker/companion support, transportation, and meal assistance.

Member Signature Print Name Date



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Addendum C

Description of Plans

Type of Service (unit of service) Comprehensive Premier Choice Select

Maximum Daily Benefit: $250 $200 $150 $100

Level of Care I: No Impairments in IADLs, ADLs, or cognition

Personal Service Coordination (month) 100% 100% 100% 100%

Initial Medical Wellness Assessment 100% 100% 100% 100%

Wellness Assessment and Plan (annual) 100% 100% 100% 100%

Access to LCAH Community Events and Programs

100% 100% 100% 100%

Home Safety Assessment and Plan (biennial)

100% 100% 100% 100%

Emergency Response System (month) 100% 100% 100% 100%

Level of Care II: Impairments in two or more IADLs and/or mild cognitive impairment

Transportation to essential services (trip) 100% 100% 100% 100%

Medication Dispensing Service (month) 100% 100% 100% 100%

Companion/Homemaker (hour) 100% 90% 70% 70%

Level of Care III: Impairments in two or more ADLs and/or moderate cognitive impairment

Home Health Aide (hour) 100% 90% 70% 70%

Meal Assistance (hour) 100% 90% 70% 70%

Adult Day Service (visit) 100% 90% 70% 70%

Assisted Living (month) 100% 75% 50% 0%

Level of Care IV: Impairments in two or more ADLs, meeting nursing home criteria, and/or severe cognitive impairment

PACE Enrollment (month) 100% 100% 70% 0%

Nursing Facility (day) 100% 75% 50% 0%

* Percentages set forth above indicate the percentage of each Unit of Service coveredby your ChooseHome Plan up to the selected Plan’s Maximum Daily Benefit.


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Addendum D CCRC Waitlist Enrollment Form

Member Name: Effective Date of Agreement: I understand that ChooseHome provides me with services to allow me to live in my own home. However, I may choose to move to independent living at a continuing care retirement community (“CCRC”) at any time, and the following terms shall apply: 1. Eligible CCRCs: An “Eligible CCRC” is a CCRC with which ChooseHome has a

Facility Coordination Agreement in place at the time I wish to enroll. For a current list of Eligible CCRCs, I may contact my Personal Service Coordinator.

2. CCRC Waitlist Sign-up: I may enroll in the waitlist program at one (1) of the Eligible

CCRCs at no additional cost to me. If I wish to enroll in the waitlist program at more than one Eligible CCRC, or at a CCRC that is not an Eligible CCRC, I understand and agree that I must manage such waitlist program without assistance from ChooseHome and at my own cost.

3. Notification/Authorization: By signing below:

□ I am notifying ChooseHome that I am already enrolled in the waitlist program at the Eligible CCRC indicated below.

□ I am authorizing ChooseHome to enroll me in the waitlist program at the Eligible

CCRC indicated below. I authorize ChooseHome to contact the Eligible CCRC to initiate my enrollment, which may require me to meet with the CCRC to complete the process.

Eligible CCRC: 4. ChooseHome Membership Options: If I move to Independent Living at an Eligible

CCRC under an Eligible CCRC Contract (as defined in Article VI, Section C.2), I will have the following options and will notify ChooseHome of my choice prior to the move:

If purchasing a Type C Contract:

□ I choose to retain my membership in ChooseHome and receive all the Services provided for under this Agreement.


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□ I choose to terminate the Agreement pursuant to Article X, Section F. I willsubmit a timely termination notice to ChooseHome.

If purchasing a Type A or Type B Contract:

□ I choose to terminate my ChooseHome Agreement pursuant to Article X, SectionF and receive a refund of my entrance fee as outlined in Article VI of theAgreement. I will submit a timely termination notice to ChooseHome. The CCRCmay offer me a discount on the entrance fee of contract.

□ I choose NOT to terminate my ChooseHome Agreement.

APPENDIX C

Standard Agreement

ChooseHome Community-Based Continuing Care Agreement (Standard)

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Table of Contents

ARTICLE I: Selected Plan ............................................................................................... 3

ARTICLE II: ChooseHome Plans and Services ............................................................... 3

ARTICLE III: Out-of-Service Area “Portabiliy” .............................................................. 10

ARTICLE IV: Specialty ProviderNetwork……………………………..…….……..………...12

ARTICLE V: Qualification for Membership .................................................................... 12

ARTICLE VI: Fees ......................................................................................................... 14

ARTICLE VII: Right to Rescind/Entrance Fee Refund ................................................... 16

ARTICLE VIII: Change of Selected Plan ....................................................................... 18

ARTICLE IX: Member Rights and Responsibilities ........................................................ 18

ARTICLE X: ChooseHome Rights and Responsibilities ................................................ 20

ARTICLE XI: Termination of Services ........................................................................... 20

ARTICLE XII: Miscellaneous ......................................................................................... 22

Addendum A: Fees........................................................................................................ 27

Addendum B: Discount for Couples .............................................................................. 29

Addendum C: Description of Plans ............................................................................... 30

Addendum D: CCRC Waitlist Enrollment Form .................................................... ……..31


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This Community-Based Continuing Care Agreement (Standard) (the “Agreement”) is made by and between Riverside Retirement Services, Inc. (“ChooseHome”) and person named and signing below (“Member”, “You” or “Your”). ChooseHome and Member may be referred to herein individually as a “Party” or together as the “Parties”).

ARTICLE I Selected Plan

A. Plan. You have selected the standard service plan indicated below yoursignature (“Plan” or “ChooseHome Plan”), subject to the terms and conditions ofthis Agreement. The Plan options are described in Addendum C.

B. Commencement of Services. You shall become a member of the ChooseHomeProgram and ChooseHome shall begin to provide the Services included in yourPlan after: (i) receipt of the Entrance Fee (or payment of the first installment ofthe Entrance Fee as identified in Addendum A); (ii) payment of one (1) monthenrollment Monthly Service Fee; and (iii) this Agreement is executed by you andChooseHome. The Entrance Fee and Monthly Service Fee amounts aredetermined based on the Plan that you selected. All fees are subject to theterms set forth in the Agreement.

ARTICLE II ChooseHome Plans and Services

A. Description of ChooseHome’s Plans and Services

1. Purpose. ChooseHome is a Community-Based Continuing Care providerthat is registered within the Virginia Bureau of Insurance and that providesnon-medical services in a manner that increases the opportunity for you,as a member of the ChooseHome Program, to live independently in yourhome of choice as long as you remain safe and your needs can be met inthe home. ChooseHome provides care management and long-term caresupport services. ChooseHome “Services” will be provided as needed, ona case-by-case basis, as described in Article II, Section B below. Servicesprovided pursuant to your ChooseHome Plan are intended to be inresponse to changes in your health and/or functional abilities; as such,you are not entitled to certain Services provided by ChooseHome untilevidence of changes in health or functional abilities occur to indicate youneed such Services.

2. Maximum Daily Coverage. The level of Service coverage provided byChooseHome for each “Unit of Service” and the “Maximum Daily Benefit”is dependent upon which Plan you selected in Article I of this Agreement.


Page 4

The Unit of Service and Maximum Daily Benefit for your Plan are outlined in Addendum C. The Maximum Daily Benefit is the maximum benefit amount that you are eligible to receive from the Plan during one calendar day. The Maximum Daily Benefit amount for the Plan will increase each subsequent year on the Effective Date of this agreement,at a compounded inflation rate of three percent (3%) per year. Additional services not covered by your Plan may be purchased by you or your family, and will be coordinated by your Personal Service Coordinator (who is described in Article II, Section B.1) and billed to you by ChooseHome.

3. Term/Benefit Days. This Agreement shall become effective on theEffective Date set forth below, and shall terminate after you have receivedServices hereunder at Level II or above (as defined in Addendum C) for1,095 days (each a “Benefit Day”), unless sooner terminated inaccordance with the terms of this Agreement.

a. Benefit Days may be accounted for in half days and full days of usage.A half day of usage is defined as using any program Services during aday for which the cumulative cost equals half of the Maximum DailyBenefit or less. A full day of usage is defined as using any programServices during a day for which the cumulative cost equals more thanhalf of the Maximum Daily Benefit.

b. The 1,095 Benefit Days of Service that you are entitled to do notnecessarily have to be consecutive. For example, if you receiveServices for two weeks, and then no Services for three yearsthereafter, you will have received 14 Benefit Days of Services and willstill be entitled to receive another 1,081 Benefit Days of Servicesbefore this Agreement terminates, unless sooner terminated inaccordance with the terms of this Agreement.

4. Service Area. The ChooseHome Service Area includes the geographicboundaries of Gloucester County, Mathews County, James City County,York County, City of Hampton, City of Newport News, City of Poquoson,the City of Williamsburg, New Kent, New Kent County, and Lanexa in theCommonwealth of Virginia. Any Service provided beyond 50 miles roundtrip (distance measured from the location of the ChooseHome Serviceprovider to the ChooseHome Member’s home) will require a per milecharge at ChooseHome’s current standard rate, for which you will be billedin your monthly invoice.

5. Out-of-Service Area “Portability” of ChooseHome Benefits. If a member moves permanently or temporally, outside of the ChooseHome Service Area, as defined above in Article II, ChooseHome will offer coverage of benefits as set forth under Article III and more particularly defined in the Out-of-Service Area agreement.


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6. Riverside Lifelong Health and Aging Related Services. All Servicesprovided by ChooseHome are provided by or through Riverside LifelongHealth and Aging Related Services or an approved affiliate. If you or athird party arranges for or purchases any services without the prior writtenapproval of either your Personal Service Coordinator or the ChooseHomeReview Committee, ChooseHome may not reimburse you for thoseservices. Notwithstanding the foregoing, ChooseHome retains the right toprovide Services through alternate Service providers, including Serviceproviders not affiliated with Riverside, as permitted by applicable law orregulations.

7. Non-Duplication of Services. ChooseHome provides a supplementalbenefit, and therefore will only pay for Services (including any deductibles,co-insurance or co-payment amounts) to the extent such costs are notpaid by, or covered under, any of the following:

a. Medicare;

b. any other governmental program (except Medicaid);

c. any commercial managed care organization;

d. any workers’ compensation law, employer’s liability or occupationaldisease law, or any motor vehicle no-fault insurance of self-insurance;or

e. any long-term care insurance policy or another similar form ofinsurance policy, if the Member has filed for benefit coverage with theirlong-term care insurance provider.

B. ChooseHome Services. Your ChooseHome Plan includes the use of a numberof Services, as defined below (“Services”). The Services to be provided, thepercentage of coverage, and the criteria used to distinguish eligibility for Servicesprovided by ChooseHome are set forth in Addendum C.

1. Personal Service Coordination. Upon acceptance into the ChooseHomeProgram, execution of this Agreement and payment of entry fees, you willbe assigned a “Personal Service Coordinator” who will serve as yourprimary contact in accessing the Services. The Personal ServiceCoordinator will work with you to identify changes in your health statusand functional abilities and will recommend to ChooseHome reasonableresponses to your changing needs.

2. Annual Wellness Assessment and Plan. As a member in theChooseHome Program, you are required to complete an annual wellness


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assessment and create a care plan with your Personal Service Coordinator.

3. Home Safety Assessment and Plan. Your Personal Service Coordinatorwill work with you to assess your home’s suitability for your changingneeds and make recommendations to increase safety and suitability asappropriate.

4. Emergency Medical Alert System. Your Personal Service Coordinatormay recommend that your home be equipped with an emergency medicalalert system, which when activated, will summon assistance in the case ofa medical emergency.

5. Medication Dispensing Unit. Your Personal Service Coordinator willwork with you to determine if, and when, a medication dispensing unitbecomes necessary as part of your care plan. These interactive unitsissue medication reminders and then dispense individual doses ofmedication when activated.

6. Transportation to Essential Services. Transportation to “essentialservices” will be provided, subject to availability, when it is determined byyour Personal Service Coordinator, in consultation with you, that you areno longer able to drive, or only able to drive in certain conditions.“Essential services” are defined as: medical appointments, pharmacyvisits, grocery shopping, and banking.

7. Companion/Homemaker Services. Your Personal Service Coordinatorwill work with you to determine if companion/homemaker services may berequired. This Service is designed to support you in instrumental activitiesof daily living including: light housekeeping, cooking, medicationreminders, laundry, etc.

8. Home Health Aide. A home health aide may be provided if deemednecessary by ChooseHome. Aides are able to provide companion/homemaker services, as well as support with personal activities of daily living including, but not limited to, bathing, dressing, mobility support, incontinence care, etc.

9. Adult Day Services. Your Personal Service Coordinator may recommendattendance at an adult day service program as part of your care plan.Adult day services provide a safe, supervised environment for adults tosocialize, enjoy entertainment, and relax during the day. This programseeks to foster independence and socialization for adults of all ages inneed of supportive services.

10. Assisted Living Facility. Placement in an Assisted Living facility may berecommended by your Personal Service Coordinator and deemed


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necessary by ChooseHome, if you are no longer able to safely remain in your home. Should this need arise, you will be given priority direct admittance to an affiliated assisted living facility, subject to availability as defined in Article XI, Section H.

11. Nursing Facility. If ChooseHome determines that you are no longer ableto safely remain in your home, placement in a nursing facility may berecommended. Should this need arise, you will be given priority directadmittance to an affiliated skilled nursing facility, subject to availability asdefined in Article XI, Section H.

12. Program of All-Inclusive Care for the Elderly (PACE). A Program of AllInclusive Care for the Elderly (PACE) may be recommended by yourPersonal Service Coordinator as a method of providing skilled care.Should PACE be recommended, and accepted by you, the PACE programwill assume all management of care, medications, therapy, and physicianservices with your Personal Service Coordinator integrated as a part ofyour interdisciplinary team. Participation in a PACE program is subject tothe availability of PACE in your area.

13. Other Services Available for an Additional Charge. ChooseHome maymake additional services available to you for an additional charge.Charges for additional services requested will be reflected in your monthlyinvoice. Examples of other services that may be available for anadditional charge include, but are not limited to:

a. Transportation to non-essential services, subject to availability;

b. Special Events; and

c. Program Services in excess of what is covered by your Plan arealso available.

14. Services Not Provided. ChooseHome will not be responsible for the costof medical services, medicine, or equipment incurred by you, except asset forth herein. ChooseHome does not provide dental care services,vision care services, mental health services, substance abuse services,pharmaceutical services, medication packing services, hospital services,sub-acute nursing care, physician services, emergency medical services,or any other services which must be provided by entities or professionalslicensed to provide such services.

15. Service Levels. ChooseHome Services, described above, are provided inaccordance with your health and functional status, and will be modified aschanges to your health occur, in accordance with the Levels of Careprovided by your Plan.


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a. Your functional abilities are measured in two categories:Instrumental Activities of Daily Living (“IADL”) and PersonalActivities of Daily Living (“ADL”). IADLs include homemaking, mealassistance, medication reminders, and transportation. PADLsinclude bathing, dressing, ambulation, feeding, medicationprompting, and continence care.

b. Your Personal Service Coordinator will assess your Level of Care,which shall be one of the following:

Level I: No Impairments in IADLs, ADLs, or cognition.

Level II: Impairments in two or more IADLs and/or mild cognitive impairment.

Level III: Impairments in two or more ADLs, but not meeting nursing home criteria, and/or moderate cognitive impairment.

Level IV: Impairments in two or more ADLs, meeting nursing home criteria, and/or severe cognitive impairment.

c. The Services available with each Level of Care as of the EffectiveDate are outlined in Addendum C. ChooseHome may update orchange the Services available with each Level of Care from time totime. ChooseHome shall provide to you at least thirty (30) days’prior written notice of any such update or change.

16. Assessment of Health Status. You agree that if you experience asignificant decline in health status, ChooseHome may require you toobtain a medical examination, at your expense, to determine if additionalServices are required. You agree to provide ChooseHome with a copy ofall of the treating physician’s evaluations and recommendations withinsixty (60) days after the date of the medical examination.

C. Review of Program Service Decisions. If you (or your power of attorney,should you lack capacity to make informed decisions) have concerns about theServices provided hereunder, and you feel such concerns are not adequatelyaddressed by your Personal Service Coordinator, you may bring such concernsto ChooseHome’s Program Review Committee.

1. Program Review Committee. The Program Review Committee iscomposed of three to five members of the ChooseHome staff. TheProgram Review Committee can review your concerns about yourassigned Level of Care, Services approved, or any other concern arisinghereunder. Your Plan will be individualized to your needs as identified by


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the Program Review Committee, subject to the terms of this Agreement. If the Program Review Committee determines that it is not safe for you to continue living at home, then the Program Review Committee shall recommend appropriate facility placement. In the event you decline such facility placement, you may choose the option of additional care in the home at your expense and/or a member of your family or another appropriate person of your choosing may provide the care and supervision required to keep you safe in your home, at such person’s expense.

2. Requesting a Review of Services.

a. If you have concerns and would like to initiate a review of yourServices (“Request for Review of Services”) with the ProgramReview Committee, you may do so by:

i. Filing a Request for Review through your Personal ServiceCoordinator by completing request forms provided to you byChooseHome.

ii. Submitting additional information, as necessary, in writing toyour Personal Service Coordinator to clarify concerns.

b. Your Personal Service Coordinator will present the Request forReview to the Program Review Committee. The Program ReviewCommittee will review requests with your functional, medical, andsocial needs in mind. The Program Review Committee may, but isnot required to, request additional assessments and documentationduring the review process.

c. A decision on a Request for Review will be communicated to you inwriting within ten (10) business days of the Program ReviewCommittee’s meeting.

3. Appealing a Program Review Committee Decision. Upon receipt of theProgram Review Committee’s decision, if you disagree with the decisionand/or believe that the Request for Review requires additionalconsideration, an appeal may be made to ChooseHome’s ExecutiveDirector.

a. Requests for an appeal must be made in writing with all supportingdocumentation attached and delivered to the following address (orsuch other address as you may be directed in writing byChooseHome):

ChooseHome 120 Kings Way Suite 3600


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Williamsburg, VA 23185 Attn: Executive Director

b. An appeal of the Program Review Committee’s decision will requireyou to participate in a comprehensive geriatric assessment with theRiverside Center for Excellence in Aging and Lifelong Health. Thegeriatric assessment team will then provide a report to you and theChooseHome Executive Director with the team’s recommendationsfor long-term care Services for you. The ChooseHome ExecutiveDirector will use these recommendations as the basis for his/herdecision regarding the provision of Services for you. All decisionsregarding the Request for Review made by ChooseHome’sExecutive Director will be final.

4. Accessing Additional Service after a Request for Review. A denial ofServices in the Request for Review process does not mean that you donot have access to the desired Services, only that the Services will not becovered under your ChooseHome Plan. Your Personal ServiceCoordinator will arrange for additional services after receiving your requestin writing. Any requested services will be billed to you with your MonthlyService Fee.

ARTICLE III Out-of-Service-Area “Portability”

Out-of-Service-Area or Portability is defined as the usage of benefit days and services when a member is not located in the designated service areas within Virginia and/or listed in Article II, Section A, #4.

A. You will become eligible for Portability Benefits if you have lived within theservice areas for at least one calendar year from your original contract date, andif your account is not delinquent. You are required to notify ChooseHome inwriting 30 days prior to any relocation, whether it is permanent or temporary.

B. Portability Services and Coordinating

1. When you become a member in Portability Benefit status, all servicescovered under your ChooseHome contract will remain covered. See Article II,Section B for full list of services.

2. You are required to contact your coordinator, and follow the standard processfor receiving a preapproval and authorization for any services being utilized inyour current location.


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a. Once services have been approved and authorized, yourcoordinator can advise you regarding services located in your area,or assist you with contacting a local coordinating service provider(Geriatric Coordinator).

b. Scheduling and contracting with the actual service provider/vendorshall be the responsibility of you the member. ChooseHome willnot contract on behalf of the member not located in the designatedservices areas within Virginia.

C. Benefit Reimbursement

1. All Portability Benefit services will be treated in a reimbursement manner,requiring you, the member, to be responsible for paying the serviceprovider/vendor directly, and submitting a request for reimbursement toChooseHome within 60 days from the invoiced billing date. All services shallbe subject to the approval process, and any denials will have to follow theReview of Service policy stated in Article II, Section C.

a. Requests can be faxed, emailed, or mailed to the ChooseHomeoffice or your Coordinator.

b. All reimbursement requests must be received at ChooseHomewithin 60 days from the invoice date that is being submitted forreimbursement. Any requests received after 60 days from theinvoice date, will be denied for reimbursement.

2. ChooseHome will reimburse for services that were authorized by theChooseHome coordinator, up to the service rates that are contracted withChooseHome by service providers in the designated service areas withinVirginia.

a. ChooseHome has contracted rates with local providers withinVirginia, and will reimburse up to those contracted rates.

1. If services were received, outside the designated service areas,at a higher rate than the contracted rates within the Virginiaservice areas, then the member shall be responsible for anyoverages.

2. If services were received, outside the designated service areas,at a lower rate than the contracted rated, then ChooseHome willreimburse up to the invoiced rate.


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b. It is the responsibility of the member to contact their coordinatorprior to scheduling services to verify the current contracted rate inthe designated service areas within Virginia.

3. Once a request for reimbursement has been received ChooseHome has 45day to process the request and submit payment to the member.

A. ChooseHome may maintain a Specialty Provider Network, a list ofproviders/companies that supply goods and/or services in ChooseHome’sService Area that are not covered by your Plan or provided by ChooseHome.These goods and/or services may include, but are not limited to, education,entertainment, financial advisors, fitness centers, home and yard maintenance,home repair, legal assistance, moving or relocation assistance, and volunteeropportunities.

B. In order to be listed in the Specialty Provider Network, a provider will be requiredto meet certain criteria. Notwithstanding anything to the contrary, a provider’sinclusion in the Specialty Provider Network is for informational purposes only,and should not be construed as a recommendation by ChooseHome.

C. You understand and agree that ChooseHome does not provide any servicesexcept as stated in this Agreement. ChooseHome does not endorse, orguarantee the cost or quality of, services or goods not provided directly byChooseHome under this Agreement, including any services or goods provided bypersons or companies listed in the Specialty Provider Network.

ARTICLE IV Qualification for Membership

A. Member Eligibility. You must meet certain qualifications to be eligible for theChooseHome Program. In executing this Agreement, you agree that you meeteach of the following qualifications:

1. 60 years of age or older;

2. Resident of the defined Service Area set forth in Article II, Section A.4.,which may be amended from time to time;


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3. In good health and capable of living independently into the foreseeablefuture, as determined by ChooseHome in its sole discretion at time ofexecution of this Agreement;

4. Have no diagnosis of dementia or Alzheimer’s disease or indication ofprogressive cognitive impairment as identified by generally acceptedtesting methods;

5. Able to demonstrate proof of having sufficient assets and income, basedon average life expectancies, to adequately cover your applicableEntrance Fee and Monthly Service Fee; and

6. Have procured and maintain Medicare Parts A & B, and a MedicareSupplement Plan or equivalent hospital and medical insurance coverage.

B. Member Certification/Final Determination of Membership.

1. You certify that you meet each of the qualifications set forth in Article IV,Section A of this Agreement and that all information, documents, orstatements made or provided to substantiate such qualifications are trueand complete as of the Effective Date of this Agreement.

2. You also agree that ChooseHome has full and final authority to determinewhether an individual is to be accepted into the ChooseHome Programand that such determination may include, but is not limited to,consideration of the application forms, health conditions, physicalexaminations, cognitive examination, and financial conditions described inArticle IV, Section A. ChooseHome reserves the right to require anadditional physical examination at your expense, at any time prior toChooseHome’s execution of this Agreement. The examination must beprovided by a licensed physician, mutually agreed upon by ChooseHomeand the Member, with results fully disclosed to ChooseHome.ChooseHome also reserves the right to require additional testing prior toexecution of this Agreement, paid for at the discretion of ChooseHome.

3. Requirements Prior to Membership. The following must be provided toChooseHome prior to execution of this Agreement:

1. Proof of the required Health Insurance, as defined in Article VIII, SectionA.

2. All required personal, confidential, financial, and medical information.

3. Copy of a completed Durable Power of Attorney as defined in Article VIII,Section D.

4. This Agreement must be fully executed.


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5. Payment, or arrangement for payment, of the balance of your EntranceFee and applicable Monthly Service Fee.

4. Confidential Information. ChooseHome shall keep confidential your medical,financial, and personal information (“Confidential Information”), unless youauthorize ChooseHome to disclose such information. By signing this Agreement,you authorize ChooseHome to disclose and/or share your ConfidentialInformation (i) if ChooseHome has obtained your prior written consent; (ii) ifdisclosure is permitted or required by law; (iii) as needed to provide Services toyou hereunder; and/or (iv) with ChooseHome’s affiliates or subsidiaries thatprovide Services pursuant to this Agreement.

5. Representation by Member. All application forms, health histories, referencereports, and other documents containing facts furnished by you are a materialpart of this Agreement and ChooseHome may terminate this Agreement at anytime after becoming aware of any misrepresentation or omission by you.

6. Statement of Non-Discrimination. ChooseHome does not discriminate on thebasis of gender, race, color, sex, sexual orientation, religion, or national origin inits provision of Services hereunder or the execution of this Agreement.

ARTICLE V

Fees

A. Entrance Fee.

1. Amount. In consideration of your membership in the ChooseHomeProgram and selection of the Plan, you agree to pay ChooseHome anentrance fee in the amount set forth in Addendum A (the “Entrance Fee”).

2. Installment Options. You have the option to pay the Entrance Fee in asingle lump sum, or may choose to pay in two or more installments asdescribed in Addendum A. You may be required to pay a deposit towardthe Entrance Fee, which shall be credited toward your total Entrance Feedue. The balance due at the execution of this Agreement (if any) shall beset forth in Addendum A.

3. Couples Discount. Should a couple desire to become members of aChooseHome Plan at the same time, and each individual meets themembership requirements, ChooseHome will provide a discount on eachmember’s Entrance Fee, subject to the terms and conditions of AddendumB.

B. Monthly Service Fee.


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1. Monthly Service Fee Amount. The initial Monthly Service Fee amountyou agree to pay is set forth in Addendum A. The Monthly Service Feemust be paid each month to ChooseHome for the entire term of thisAgreement, and shall be adjusted from time to time as set forth in ArticleV, Sections B.3., B.4., B.5., and D. below.

2. Due Date/Fees. Payment of the Monthly Service Fee and any other feesshall be due on or before the 10th day of each month, without furthernotice or demand. You agree that you will not reduce such payment forany reason, including offset or other deductions, without ChooseHome’swritten agreement.

3. Fees Paid in Advance. You may pay the Monthly Service Fees one (1)year in advance by making a single payment, equal to the aggregateamount of the following twelve (12) Monthly Service Fees (the “AdvancePayment”), less the amount of the following discount. Should you elect topay your Monthly Services Fees in advance, you are entitled to a 5%discount on the total Monthly Service Fees due for the year.

4. Late Payment Penalty. In addition to any other remedies ChooseHomemay have, if you fail to pay your invoice on or before the date on which itbecomes due, you agree to pay interest at the rate of eighteen percent(18%) per annum (the “Interest Rate”), or the highest amount permitted byapplicable law if less than the Interest Rate, on any past due amount fromthe due date until paid (the “Late Payment Penalty”). Whether paying bycheck or direct debit, you agree to pay the Late Payment Penalty if yourbank account balance is insufficient to cover any amount due on the dateon which it becomes due, plus any insufficient funds fee charged toChooseHome by the financial institution. In the event you fail to pay anyamount due hereunder within thirty (30) days of it becoming due, includingany late charges, ChooseHome may terminate this Agreement inaccordance with Article X.

5. Adjustments. ChooseHome reserves the right to adjust all Fees,including the Monthly Service Fee, consistent with the cost of operatingand maintaining ChooseHome, as well as future service obligations ofChooseHome. Any Monthly Service Fee increase shall be applied to allmembers enrolled in the same plan during the same calendar year and inthe same percentage, and not on an individual basis. ChooseHome shallprovide written notice to you of any increase in fees at least thirty (30)days prior to the date such increase becomes effective.

C. Payment Methods. You agree to pay all Fees using one of the methods below:

1. Check. Payment may be made in the form of a personal or certified check


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made payable to ChooseHome.

2. Direct Deposit. You may arrange for fees to be directly deposited toChooseHome using the form provided by ChooseHome.

D. Additional Charges. ChooseHome reserves the right to bill you for servicesrendered, including for additional services not covered by your Plan.

ARTICLE VI Right to Rescind/Entrance Fee Refund

A. Right to Rescind. You have the right to rescind this Agreement, without penaltyor forfeiture, within seven (7) days after the Effective Date. You are not requiredto initiate your ChooseHome Plan before the expiration of this seven-day period.

B. Request for Refund. In the event this Agreement terminates and you are eligiblefor an Entrance Fee Refund, ChooseHome will determine the amount of yourEntrance Fee that is eligible for a refund. You are not required to submit anyadditional request for an Entrance Fee Refund.

C. Determination of Entrance Fee Refund Amount.

1. Upon Termination of Agreement. If the Agreement terminates pursuantto Article X, Sections A through F, the refundable portion of your EntranceFee (“Entrance Fee Refund”) will be determined as follows:

a. Between 1 day and 90 days after the Effective Date. IfMembership is terminated during the first ninety (90) days followingthe Effective Date, you will be entitled to a full refund of theEntrance Fee, without interest, less the cost of any servicesactually received by you.

b. Between 91 days and 3 years after the Effective Date. IfMembership is terminated ninety-one (91) days after the EffectiveDate, fifteen percent (15%) of the Entrance Fee shall have becomenon-refundable, leaving the “Refund Balance” equal to eighty-fivepercent (85%). For thirty-three (33) months thereafter, the RefundBalance will be reduced at a rate of 2.6% per month beginning inthe fourth month on the same day of the month as the EffectiveDate. The Refund Balance shall be refunded, without interest, lessthe cost of any services actually received by you.

c. 3 years after the Effective Date and Thereafter. Three (3) yearsafter the Effective Date and thereafter, you will no longer be entitled


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to receive a refund of any portion of the Entrance Fee.

2. Upon Moving to a CCRC. You may elect to move to an Eligible CCRC asdefined in Addendum D, and complete the form attached hereto asAddendum D. In the event you elect to become a permanent resident ofan Eligible CCRC, enter into an Eligible CCRC Contract, and terminateyour Membership with ChooseHome by providing at least thirty (30) daysprior written notice in accordance with Article X of this Agreement, yourEntrance Fee will be refunded as follows:

a. Fifty percent (50%) of your Entrance Fee, without interest, less thecost of any Services actually received by you, shall be paid directlyby ChooseHome to the CCRC in which you will reside, to beapplied to the entrance fees charged to you by such CCRC.

b. Notwithstanding the foregoing, this Section VI.C.2 shall notapply (and Section VI.C.1 of this Agreement shall apply) in theevent that you would receive a higher refund amount pursuant toSection VI.C.1 of this Agreement. This Section VI.C.2. shall notapply in the event you exhaust the amount of the refund throughservices provided pursuant to his Agreement and covered underyour Plan.

c. For purposes of this Agreement, an “Eligible CCRC Contract” shallinclude a Type A or Type B Contract, so long as it is not a Type CContract, as defined below:

i. Type A (extensive or life-care contracts) include housing,residential services and amenities, including unlimited use ofhealthcare services at little or no increase in the monthly fee,and typically feature the highest entrance fees.

ii. Type B (modified contracts) typically offers lower entrance andmonthly fees. Type B contracts limit the amount of health careservices that may be accessed without any increase in themonthly fee.

iii. Type C (fee-for-service contracts) include similar housing,residential services and amenities as Type A and B contractsbut require residents to pay market rates for any health-relatedservices under an as-needed arrangement. Type C contractsoffer lower entrance fees and monthly fees but the risk of largelong-term-care expenses remains with the resident.

3. Entrance Fee Refund Conditions. Payment of the Refund Entrance Feeis conditioned on the following terms:


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a. The Entrance Fee Refund will be calculated from the terminationdate as defined in Article X, Section G.

b. Any Entrance Fee Refund shall not include interest that has

accrued from the date your Entrance Fee was paid.

c. If you receive Services (home or facility-based) pursuant to thisAgreement, the difference between the actual charges incurredhereunder and the Monthly Service Fee shall be deducted from theEntrance Fee Refund amount.

d. You understand and agree that any claim against ChooseHome fora refund, or any claim against the assets of ChooseHome, isunsecured.

4. Payment of Refund. Any refunds due hereunder will be made within thirty(30) business days following the termination date, as defined in Article X,Section G.

ARTICLE VII Change of Selected Plan

A. As a ChooseHome member, you may change your plan at any time by (1)providing written notice of termination of this Agreement under Article X, SectionF, and (2) entering into a new agreement with ChooseHome. You may be entitledto an Entrance Fee Refund based on the calculation set forth in Article VI,Section C. Any outstanding balance owed for services used must be paid priorto your transition to the new plan. When entering into a new agreement, you maybe subject to a health assessment to determine your eligibility for the new plan.

ARTICLE VIII Member Rights and Responsibilities

A. Health Insurance.

1. You are responsible for maintaining Medicare Part A and B and/or otherhealth insurance. You shall provide evidence of insurance toChooseHome and will assume all responsibility to bill the insurancecompany.

2. If you choose not to maintain health insurance, ChooseHome will notcover Services, or the portion of those Services, that would generally be


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covered by Medicare Part A and B and/or other health insurance.

3. If you are eligible for or entitled to medical care or payment by insuranceor government agencies, you shall apply for such care or payment.

4. You shall authorize, as necessary, any provider of hospitalization,medical, or other health services to receive reimbursement under theabove Medicare, TRICARE, and Supplemental insurance programs.

B. Health Status Change. It is your responsibility to promptly inform your PersonalService Coordinator of any health status change, including, but not limited to:elective surgery, acute events, new diagnosis, or change in Activities of DailyLiving function so that ChooseHome may make the appropriate servicesavailable to you. It is only through active and ongoing communication thatChooseHome can help you receive the appropriate services necessary to helpyou remain at home.

C. Members’ Association. All members of ChooseHome are members of theMembers’ Association. The Administration will confer regularly with representatives from the Members’ Association about matters of interest and/or concern to the members.

D. Power Of Attorney.

1. You agree to execute and maintain in effect a Durable Power of Attorney,valid under Virginia law. This Durable Power of Attorney shall designateas your attorney-in-fact, your spouse, a bank, lawyer, relative, or otherresponsible person or persons of your choice, to act for you in managingyour financial affairs and filing for your insurance or other benefits, as fullyand completely as you would if acting personally. The Durable Power ofAttorney should be in a form that survives your incapacity or disability andbe otherwise satisfactory to ChooseHome.

2. You will deliver a fully executed copy of this Durable Power of Attorney toChooseHome prior to the Effective Date. Any existing advance directivessuch as a “living will” should be filed with ChooseHome upon the EffectiveDate. In the event you change or create a new advance directive such asa living will after the Effective Date, you will promptly provide a copy toChooseHome.

3. Disclosure Statement. You hereby acknowledge receipt of a disclosurestatement from ChooseHome current as of the Effective Date of this Agreementthat describes ChooseHome’s structure, affiliations, financial information,governance, management, fees and other information that may be requiredunder Virginia law (“Disclosure Statement”). You have the right under Virginialaw to request an updated copy of the Disclosure Statement annually.


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ARTICLE IX ChooseHome Rights and Responsibilities

A. Management. ChooseHome is responsible for the overall management andoperation of your ChooseHome Plan. ChooseHome has the right to hireprofessional management services to meet this responsibility.

B. Authority for Admissions, Dismissal, and Fees. ChooseHome retains allauthority regarding admission to, dismissal from, and adjustments of Fees foryour ChooseHome Plan.

C. Emergencies. ChooseHome does not provide emergency care and membersmust call 9-1-1 in the event of an emergency. However, if a ChooseHomeProgram Service is scheduled by you and you are unreachable andunresponsive to repeated attempts to contact you, ChooseHome may, at itsdiscretion, contact emergency personnel to enter the home. You agree that ifand when such actions are taken, ChooseHome is acting “in good faith” and youwill hold ChooseHome harmless, and will indemnify ChooseHome and itsemployees and staff for any loss that may arise.

D. Confidentiality. You agree that ChooseHome may request and receive medicaland financial information from you that ChooseHome deems to be necessary oruseful (in its sole discretion) to carry out its responsibilities hereunder and youagree to provide such information in a manner that is accurate and prompt.ChooseHome has the responsibility to keep all of the personal, medical, andfinancial information that you provide to ChooseHome confidential, subject toyour approval and/or Article IV, Section D.

ARTICLE X Termination of Services

ChooseHome is intended to work in partnership with our members to provide ongoing services to enable you to remain in your home as long as it is safe to do so and your needs can be met in the home. However, this Article X outline the physical, mental health, and financial conditions upon which ChooseHome may require you to relinquish participation in the program. Should you be required to relinquish your membership, ChooseHome shall give you reasonable notice of your termination date. You will further be given reasonable opportunity to cure within a reasonable period whatever conducts warrants the termination of this Agreement. The refund provisions of this Agreement will apply, less any outstanding debts to ChooseHome.


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A. Termination for Cause. ChooseHome may terminate this Agreement for goodcause. ChooseHome shall provide you with written notice of breach that shall setforth the good cause reason for termination. You will have a reasonable periodto cure the breach, not to exceed thirty (30) calendar days (“Cure Period”). In theevent that you fail to cure the breach within the Cure Period, ChooseHome mayterminate this Agreement upon written notice at the end of the Cure Period.Each of the following shall serve as good cause to terminate this Agreement:

1. Termination for Behavioral Issues. You have any of the followingbehavioral issues:

a. You are a danger to yourself or others.

b. You repeatedly behave in a manner that interferes with othermembers’ quiet enjoyment of a Facility or Service.

c. You are persistent in your refusal to comply with the reasonablewritten rules and regulations of ChooseHome or your ChooseHomePlan.

2. Termination for Failure to Pay Fees. You fail to pay any Fees referred toin Article V of this Agreement when due, including any late charges.

3. Termination of Services Due to Material Misrepresentation. Youintentionally or recklessly made a material misrepresentation in yourapplication to ChooseHome, or any related materials, regardinginformation which, if accurately provided, would have resulted in eitheryour failure to qualify for participation or a material increase in the cost ofcare and Services provided to you hereunder.

4. Termination for Material Breach of Contract. You breach any materialterms and conditions of this Agreement.

B. Insolvency of Member. If you notify us that you have become insolvent or ifChooseHome determines that you are otherwise unable to pay any fees and/orcharges due to ChooseHome, then ChooseHome shall attempt to assist you inidentifying alternative means to secure payment of the Monthly Service Fee andother charges. If you become insolvent or otherwise able to pay any amountsowed hereunder to ChooseHome, then ChooseHome in its sole discretion, canchoose alternative means to obtain payment. These alternative means mayinclude, but are not limited to: charging the Monthly Service Fees against theEntrance Fee Refund Balance; accruing unpaid charges if you agree to pay suchcharges when funds become available; or pursuing any other legal remedies. Ifno alternative payment sources are found to be acceptable to ChooseHome,ChooseHome may rescind your membership and terminate this Agreement in


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accordance with Article X, Section A of this Agreement.

C. Relocation of Member. Should you transfer to a permanent residence outsidethe defined Service Area, then ChooseHome may terminate the Agreementeffective as of the day you no longer reside in the Service Area.

D. Discontinuation of Program. In the sole discretion of ChooseHome, theChooseHome Program may be discontinued upon no less than ninety (90) daysprior written notice to you. Should this occur, you shall be eligible for a full refundof the Entrance Fee less the cost of any Services provided in excess of yourMonthly Service Fee. Such discontinuation will result in the termination of thisAgreement and ChooseHome will no longer be responsible for providing anyServices or fulfilling any duties hereunder after the termination date.

E. Death of Member. In the event of Member’s death, the following terms shallapply:

1. If the Member dies before initiating the Plan, or is precluded throughillness, injury, or incapacity from becoming a member under the terms ofthis Agreement, the contract is automatically rescinded and you or yourlegal representative shall receive a full refund of all money you paid toChooseHome, less those costs specifically incurred by ChooseHome atyour request and set forth in writing in a separate addendum to theAgreement.

2. Following initiation of the Plan, this Agreement is automatically terminatedas of the date of the Member’s death. The Member’s estate shall receive arefund, if any, as set forth in Article VI.

F. Voluntary Termination by Member. You may voluntarily terminate thisAgreement by giving thirty (30) days written notice of your intent to terminate inaccordance with the notice requirements described in Article XI, Section G.

G. Termination Date. Unless otherwise indicated in the termination notice provided,the termination date shall be the first (1st) day of the month following completionof the thirty (30) day notice period.

H. Effect of Termination. Beginning on the date of termination, ChooseHome shallhave no further obligations to you under this Agreement.

ARTICLE XI Miscellaneous

A. Advice and Consultation. You acknowledge and agree that you have hadample time to review this Agreement and to seek advice and consultation from


Page 23

your attorneys, accountants, or other advisors before signing.

B. Assignment of the Agreement by ChooseHome. ChooseHome reserves theright to assign this Agreement, and/or its rights and responsibilities hereunder toa third party upon written notice to you. In the case of assignment, thisAgreement shall serve to the benefit of and bind such assignee. As thisAgreement is specifically designed for your needs and abilities, you agree not toassign your rights or obligations under this Agreement. Any assignment youmake in breach of such agreement shall be void. Nothing in this Agreement,expressed or implied, is intended to confer upon any other person any rights orremedies of any nature.

C. Complete Agreement. This Agreement shall be the complete agreementbetween the Member and ChooseHome with respect to the subject matterhereof, and may not be modified except in writing and signed by both Parties.You agree that you have read and fully understand the Agreement. You furtheragree that no representations, promises, inducements, or agreementsconcerning ChooseHome and your ChooseHome Plan have been made to youother than those contained in the Agreement.

D. Governing Law. The laws of the Commonwealth of Virginia shall govern thisAgreement. The Parties consent to personal jurisdiction in the Commonwealth ofVirginia and agree that the sole venue for any mediation, arbitration proceedingor court proceeding shall be Newport News, Virginia.

E. Indemnification. You shall indemnify, hold harmless, and defend ChooseHomeand its directors, employees, and agents for any claims, damages, or injuriescaused in whole or in part by any act or omission on your part or on the part ofyour family, agent, employee, independent contractor, and/or other invitee.

F. Member’s Personal Property and Home. Except for the gross negligence orwillful misconduct of ChooseHome or its employees, ChooseHome shall not beresponsible for damages or loss to your personal property or home due to theft,fire, water, vandalism, or any other cause. If you suspect that damage or loss toyour property was caused by a ChooseHome employee or a ChooseHomeservice provider providing Services for you under the program, please notifyChooseHome. ChooseHome will undertake an investigation, communicate withthe employees or services providers involved in an effort to resolve the matter onyour behalf.

G. Notices. Any and all notices or other communications required or permitted bythe Agreement or by law to be served or given to any Party by another Party ofthis Agreement shall be in writing and shall be deemed duly served whendelivered in person, mailed by certified or registered mail (postage prepaid), orsent by reputable overnight courier service (charges prepaid), addressed asfollows:


Page 24

If to the ChooseHome: ChooseHome 120 Kings Way, Suite 3600 Williamsburg, Virginia 23185

If to the Member: See Member’s Notice Contact set forth below

H. Nursing and Assisted Living Facility Availability. In the event that you moveto a nursing facility or assisted living facility, you shall be able to choose anursing facility or assisted living facility from among those affiliated withChooseHome, as space permits. In the event that space is not available at yourchosen facility, you will be placed on its waiting list and ChooseHome willcoordinate similar accommodations and services for you to temporarily reside inanother facility located within the Service Area. Costs of similar accommodationsand services at the non-affiliated facility will be paid for by ChooseHome to theextent such costs would be covered at an affiliated facility. If you choose to useadditional services that have not been approved for by ChooseHome in writing,the costs will be billed to you and you will be responsible for payment of suchcosts.

I. Registering a Concern. If you (or if you lack capacity to make your owninformed decisions, the person/entity designated by your power of attorney) havea complaint or concern related to ChooseHome or your ChooseHome Plan,please contact your Personal Service Coordinator. If your concern is notsatisfactorily addressed by your Personal Service Coordinator, you may submityour concern in writing to the Executive Director for further assistance. TheExecutive Director will provide final resolution to you within approximately ten(10) business days of receiving your request in writing. If you have concernsabout the level of Services you are receiving, please submit a Request forReview as outlined in Article II, Section H.

J. Section Headings. The section headings are for reference only and shall notlimit or control the meaning of any provision of this Agreement.

K. Severability. If any provision of this Agreement should be or become invalid,such invalidity shall not in any way affect any of the other provisions of thisAgreement, which shall continue to remain in full force and effect.

L. Waiver. No delay or omission on the part of the Member or ChooseHome inexercising any right hereunder shall operate as a waiver of such right or anyother rights under this Agreement.


Page 25

[Signatures appear on the following page.]


Page 26

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement to be

effective on the Effective Date indicated below.

Effective Date: _______________________________________, 20__________

MEMBER Riverside Retirement Services, Inc.

Member Signature Authorized Signature

Print Name Print Name

Title

Member’s Plan:

Member’s Notice Contact:

Name:

Address:


Page 27

Addendum A

Fees

By signing below, you (Member) agree to the terms of this Addendum A.

Member Name (Print):

Effective Date of Agreement:

A. Deposit (as applicable): The Parties acknowledge that Member has paid a Deposittoward Member’s Entrance Fee. The remaining balance is $_______________________.

B. Initial Monthly Service Fee: $______________ per month (subject to change asset forth in Article V of the Agreement.

C. Payment Options: Lump Sum/Installments. You may pay the Entrance Fee in asingle payment or may elect to pay the Entrance Fee using one of the multiplepayment options listed below. Please Circle One Option Below.

Option 1: The Member shall pay the Entrance Fee in a single payment.

Option 2: The Member shall pay the Entrance Fee in two installments. The first installment represents one-half of the Entrance Fee and is due on or before the date that this Agreement is executed. The second installment is due on or before one year has passed since the Effective Date. The second installment will include an additional five percent (5%) of the balance of the Entrance Fee as a convenience fee, which will be added to the outstanding balance.


Year 1 Year 2

Two Annual Installments

$ $

5% Convenience Fee $ 0.00 $

Outstanding Balance

Total


Page 28

Option 3: The Member shall pay the Entrance Fee in three installments. The first installment represents one-third of the Entrance Fee and is due on or before the date that this Agreement is executed. The second installment is due on or before one year has passed since the Effective Date. The third installment is due on, or before, two years have passed since the Effective Date. The second and third installments will include an additional five percent (5%) of the balance of the Entrance Fee as a convenience fee, which will be added to the outstanding balance.


Year 1 Year 2 Year 3

Three Annual Installments

$ $ $

5% Convenience Fee $ 0.00 $ $

Outstanding Balance

Total

D. Refund at Termination. Refunds available to you are described in Article VI of theAgreement. However, convenience fees paid by you according to the InstallmentOptions described in this Addendum shall not be eligible for refund.


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Addendum B

Discount for Couples

Discount for Couples: Couples that are legally (i) married, (ii) joined by civil union, or (iii) in a domestic partnership may be eligible for a discount.

In order to qualify for the discount: (i) the couple must be living in the same household, (ii) both individuals must become Members of a ChooseHome Plan at the same time,and (iii) each individual must meet the membership requirements and be accepted to bemembers of a ChooseHome Plan. If all 3 requirements are met, ChooseHome willprovide a discount on the initial Entrance Fee for both members. The discount will becalculated based on the plan and coordinating percentage discount of the lesser of thetwo entrance fees, which varies depending on the Plan selected in Article I. Thatamount will then be split to evenly discount each member’s entrance fee, resulting in areduced Entrance Fee for each member.

The discount schedule is as follows: Comprehensive Plan – 30%, Premier Plan – 25%, Choice Plan – 20%, and Select Plan – 15%. Refer to the plan selected in Article I to determine the applicable discount rate.

Your final Entrance Fee will be calculated as follows:

Initial Entrance Fee

Couples Discount

Percentage

Couples Discount

Final Entrance Fee

Member 1

Member 2

Total

Your signature below constitutes acceptance of the couple’s discount. In accepting this discount, each member agrees to provide reasonable support to their partner in the event of a decline in their partner’s health status until no longer able to serve in a support capacity as determined by ChooseHome. Reasonable support shall include, but not be limited to homemaker/companion support, transportation, and meal assistance.




Page 30

Addendum C

Description of Plans

Type of Service (unit of service) Comprehensive Premier Choice Select

Maximum Daily Benefit: $250 $200 $150 $100

Level of Care I: No Impairments in IADLs, ADLs, or cognition

Personal Service Coordination (month) 100% 100% 100% 100%

Initial Medical Wellness Assessment 100% 100% 100% 100%

Wellness Assessment and Plan (annual) 100% 100% 100% 100%

Access to LCAH Community Events and Programs

100% 100% 100% 100%

Home Safety Assessment and Plan (biennial)

100% 100% 100% 100%

Emergency Response System (month) 100% 100% 100% 100%

Level of Care II: Impairments in two or more IADLs and/or mild cognitive impairment

Transportation to essential services (trip) 100% 100% 100% 100%

Medication Dispensing Service (month) 100% 100% 100% 100%

Companion/Homemaker (hour) 100% 90% 70% 70%

Level of Care III: Impairments in two or more ADLs and/or moderate cognitive impairment

Home Health Aide (hour) 100% 90% 70% 70%

Meal Assistance (hour) 100% 90% 70% 70%

Adult Day Service (visit) 100% 90% 70% 70%

Assisted Living (month) 100% 75% 50% 0%

Level of Care IV: Impairments in two or more ADLs, meeting nursing home criteria, and/or severe cognitive impairment

PACE Enrollment (month) 100% 100% 70% 0%

Nursing Facility (day) 100% 75% 50% 0%

* Percentages set forth above indicate the percentage of each Unit of Service coveredby your ChooseHome Plan up to the selected Plan’s Maximum Daily Benefit.


Page 31

Addendum D CCRC Waitlist Enrollment Form

Member Name:

Effective Date of Agreement:

I understand that ChooseHome provides me with services to allow me to live in my own home. However, I may choose to move to independent living at a continuing care retirement community (“CCRC”) at any time, and the following terms shall apply:

1. Eligible CCRCs: An “Eligible CCRC” is a CCRC with which ChooseHome has aFacility Coordination Agreement in place at the time I wish to enroll. For a current listof Eligible CCRCs, I may contact my Personal Service Coordinator.

2. CCRC Waitlist Sign-up: I may enroll in the waitlist program at one (1) of the EligibleCCRCs at no additional cost to me. If I wish to enroll in the waitlist program at morethan one Eligible CCRC, or at a CCRC that is not an Eligible CCRC, I understandand agree that I must manage such waitlist program without assistance fromChooseHome and at my own cost.

3. Notification/Authorization: By signing below:

□ I am notifying ChooseHome that I am already enrolled in the waitlist program atthe Eligible CCRC indicated below.

□ I am authorizing ChooseHome to enroll me in the waitlist program at the EligibleCCRC indicated below. I authorize ChooseHome to contact the Eligible CCRC toinitiate my enrollment, which may require me to meet with the CCRC to completethe process.

Eligible CCRC:

4. ChooseHome Membership Options: If I move to Independent Living at an EligibleCCRC under an Eligible CCRC Contract (as defined in Article VI, Section C.2), I willhave the following options and will notify ChooseHome of my choice prior to themove:

If purchasing a Type C Contract:

□ I choose to retain my membership in ChooseHome and receive all the Servicesprovided for under this Agreement.


Page 32

□ I choose to terminate the Agreement pursuant to Article X, Section F. I willsubmit a timely termination notice to ChooseHome.

If purchasing a Type A or Type B Contract:

□ I choose to terminate my ChooseHome Agreement pursuant to Article X, SectionF and receive a refund of my entrance fee as outlined in Article VI of theAgreement. I will submit a timely termination notice to ChooseHome. The CCRCmay offer me a discount on the entrance fee of contract.

□ I choose NOT to terminate my ChooseHome Agreement.



APPENDIX D

Fees Schedules

Appendix D.1 – Fee Schedule 2019, Page 1

2019 Fee Schedule - Entrance Fees

Effective 1-1-19

Age Compre. Premier Choice Select Age Compre. Premier Choice Select

60 $31,979 $20,631 $15,010 $8,412 60 $41,626 $28,628 $21,097 $14,120

61 $32,574 $20,636 $15,018 $8,418 61 $42,109 $28,902 $21,102 $14,129

62 $33,168 $20,640 $15,027 $8,424 62 $42,592 $29,175 $21,108 $14,137

63 $33,765 $20,643 $15,035 $8,429 63 $43,076 $29,449 $21,113 $14,147

64 $34,359 $20,645 $15,042 $8,435 64 $43,559 $29,722 $21,119 $14,154

65 $34,955 $20,648 $15,052 $8,442 65 $44,043 $29,996 $21,124 $14,163

66 $36,048 $21,188 $15,066 $8,448 66 $45,210 $30,882 $21,374 $14,207

67 $37,142 $21,728 $15,082 $8,452 67 $46,376 $31,767 $21,623 $14,252

68 $38,237 $22,266 $15,099 $8,456 68 $47,543 $32,652 $21,873 $14,297

69 $39,331 $22,805 $15,115 $8,461 69 $48,710 $33,537 $22,122 $14,341

70 $40,425 $23,345 $15,131 $8,465 70 $49,877 $34,422 $22,372 $14,386

71 $41,824 $24,280 $15,509 $8,469 71 $51,584 $35,771 $23,014 $14,523

72 $43,221 $25,214 $15,888 $8,472 72 $53,293 $37,123 $23,659 $14,659

73 $44,621 $26,149 $16,265 $8,476 73 $55,001 $38,472 $24,301 $14,795

74 $46,018 $27,085 $16,644 $8,479 74 $56,708 $39,822 $24,945 $14,931

75 $47,417 $28,019 $17,023 $8,481 75 $58,416 $41,173 $25,589 $15,067

76 $48,824 $29,194 $17,628 $8,516 76 $60,437 $42,791 $26,482 $15,280

77 $50,232 $30,369 $18,235 $8,550 77 $62,460 $44,409 $27,374 $15,493

78 $51,639 $31,545 $18,842 $8,583 78 $64,483 $46,028 $28,268 $15,706

79 $53,048 $32,721 $19,448 $8,617 79 $66,505 $47,645 $29,162 $15,918

80 $54,456 $33,895 $20,055 $8,651 80 $68,527 $49,263 $30,054 $16,132

81 $55,855 $35,040 $20,690 $8,662 81 $70,607 $50,942 $31,013 $16,322

82 $57,255 $36,182 $21,326 $8,669 82 $72,684 $52,621 $31,971 $16,512

83 $58,655 $37,324 $21,960 $8,679 83 $74,764 $54,300 $32,929 $16,702

84 $60,055 $38,468 $22,595 $8,686 84 $76,843 $55,980 $33,888 $16,893

85 $61,455 $39,611 $23,230 $8,696 85 $78,922 $57,658 $34,845 $17,083

86 $63,038 $40,646 $23,783 $8,697 86 $81,177 $59,353 $35,819 $17,303

87 $64,618 $41,680 $24,336 $8,699 87 $83,431 $61,052 $36,792 $17,519

88 $66,200 $42,715 $24,888 $8,700 88 $85,685 $62,749 $37,765 $17,737

89 $67,781 $43,749 $25,440 $8,703 89 $87,939 $64,446 $38,738 $17,955

90 $69,363 $44,784 $25,994 $8,705 90 $90,193 $66,142 $39,710 $18,172

91 $71,444 $46,128 $26,774 $8,965 91 $92,899 $68,127 $40,902 $18,719

92 $73,587 $47,511 $27,576 $9,234 92 $95,685 $70,170 $42,129 $19,279

93 $75,794 $48,935 $28,405 $9,512 93 $98,557 $72,275 $43,393 $19,858

94 $78,070 $50,404 $29,255 $9,796 94 $101,514 $74,443 $44,694 $20,455

95 $80,412 $51,916 $30,134 $10,089 95 $104,559 $76,676 $46,035 $21,066

Standard Long-term

Appendix D.2 – Fee Schedule 2019 – Monthly Fee

~ 2 ~

CCO CCO

Age Compre. Premier Choice SelectPre-Paid

Annually

Paid

Monthly

2019 Monthly Service Fee

Monthly Fee

60 $443 $422 $371 $304 $195 $275

61 $448 $427 $376 $309 $195 $275

62 $453 $433 $381 $314 $195 $275

63 $458 $438 $386 $319 $195 $275

64 $464 $443 $391 $324 $195 $275

65 $469 $448 $397 $330 $195 $275

66 $474 $453 $402 $335 $195 $275

67 $479 $458 $407 $340 $195 $275

68 $484 $464 $412 $345 $195 $275

69 $489 $469 $417 $350 $195 $275

70 $494 $474 $422 $355 $195 $275

71 $500 $479 $427 $361 $195 $275

72 $505 $484 $433 $366 $195 $275

73 $510 $489 $438 $371 $195 $275

74 $515 $494 $443 $376 $195 $275

75 $520 $500 $448 $381 $195 $275

76 $525 $505 $453 $386 $195 $275

77 $530 $510 $458 $391 $195 $275

78 $536 $515 $464 $397 $195 $275

79 $541 $520 $469 $402 $195 $275

80 $546 $525 $474 $407 $195 $275

81 $551 $530 $479 $412 $195 $275

82 $556 $536 $484 $417 $195 $275

83 $561 $541 $489 $422 $195 $275

84 $567 $546 $494 $427 $195 $275

85 $572 $551 $500 $433 $195 $275

86 $577 $556 $505 $438 $195 $275

87 $582 $561 $510 $443 $195 $275

88 $587 $567 $515 $448 $195 $275

89 $592 $572 $520 $453 $195 $275

90 $597 $577 $525 $458 $195 $275

91 $603 $582 $530 $464 $195 $275

92 $608 $587 $536 $469 $195 $275

93 $613 $592 $541 $474 $195 $275

94 $618 $597 $546 $479 $195 $275

95 $623 $603 $551 $484 $195 $275

APPENDIX E

Certified Financial Statement

RIVERSIDE HEALTHCARE ASSOCIATION, INC. AND SUBSIDIARIES

Consolidated Financial Statements

December 31, 2018 and 2017

(With Independent Auditors’ Report Thereon)


Table of Contents

Page

Independent Auditors’ Report 1

Consolidated Financial Statements:

Consolidated Balance Sheets 3

Consolidated Statements of Operations and Changes in Net Assets 4

Consolidated Statements of Cash Flows 6

Notes to Consolidated Financial Statements 7

Supplementary Information

Consolidating Balance Sheet 38

Consolidating Statement of Operations and Changes in Net Assets 39

Consolidating Balance Sheet with Lifelong Health and Aging-Related Services Divisional Detail, as of December 31, 2018 41

Consolidating Statement of Operations with Lifelong Health and Aging-Related Services Divisional Detail, for the year ended December 31, 2018 42

Consolidating Balance Sheet with Lifelong Health and Aging-Related Services Divisional Detail, as of December 31, 2017 43

Consolidating Statement of Operations with Lifelong Health and Aging-Related Services Divisional Detail, for the year ended December 31, 2017 44

Independent Auditors’ Report

The Board of Directors Riverside Healthcare Association, Inc.:

We have audited the accompanying consolidated financial statements of Riverside Healthcare Association, Inc.

and subsidiaries (d/b/a Riverside Health System), which comprise the consolidated balance sheets as of

December 31, 2018 and 2017, and the related consolidated statements of operations and changes in net assets, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements

in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We

conducted our audits in accordance with auditing standards generally accepted in the United States of America.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the

assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud

or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s

preparation and fair presentation of the consolidated financial statements in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness

of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the

appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,

the financial position of Riverside Healthcare Association, Inc. and subsidiaries as of December 31, 2018 and

2017, and the results of their operations and changes in net assets, and their cash flows for the years then ended, in accordance with U.S. generally accepted accounting principles.

KPMG LLP is a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

KPMG LLPSuite 1900440 Monticello AvenueNorfolk, VA 23510

2

Emphasis of Matter

As discussed in note 2(j) to the financial statements, Riverside Healthcare Association, Inc. and subsidiaries adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2016-14, Not-for-

Profit Entities (Topic 958): Presentation of Financial Statements of Not-for-Profit Entities, during the year ended

December 31, 2018. Our opinion is not modified with respect to this matter.

Other Matters

Supplementary Information

Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a

whole. The accompanying supplementary information on pages 38 to 44 is presented for purposes of additional

analysis and is not a required part of the consolidated financial statements. Such information is the

responsibility of management and was derived from and relates directly to the underlying accounting and other

records used to prepare the consolidated financial statements. The information has been subjected to the

auditing procedures applied in the audit of the consolidated financial statements and certain additional

procedures, including comparing and reconciling such information directly to the underlying accounting and

other records used to prepare the consolidated financial statements or to the consolidated financial statements

themselves, and other additional procedures in accordance with auditing standards generally accepted in the

United States of America. In our opinion, the information is fairly stated, in all material respects, in relation to the consolidated financial statements as a whole.

March 29, 2019


Consolidated Balance Sheets


(In thousands)

Assets 2018 2017

Current assets:Cash and cash equivalents $ 28,847 17,397 Accounts receivable, net of allowance for doubtful accounts of $34,430 in

2018 and $52,213 in 2017 197,251 218,646 Due from third-party payors 17,314 3,920 Other receivables 15,795 7,110 Other current assets 32,255 28,955

Total current assets 291,462 276,028

Designated investments – bond proceeds 32,644 84,676 Designated investments 327,204 331,685 Land, buildings, and equipment, net 883,829 826,593 Other assets 44,864 44,877

Total assets $ 1,580,003 1,563,859

Liabilities and Net Assets

Current liabilities:Accounts payable $ 62,215 70,545 Accrued liabilities 58,594 50,590 Borrowings under line of credit 17,658 18,197 Current portion of long-term debt and obligations under capital leases 9,648 9,293 Due to third-party payors — 4,123 Other current liabilities 23,367 29,153

Total current liabilities 171,482 181,901

Deferred revenue 59,109 50,223 Long-term debt, less current portion 361,894 371,566 Obligations under capital leases, less current portion — 3 Pension and postretirement obligations 177,032 159,595 Other liabilities 67,585 63,848

Total liabilities 837,102 827,136

Net assets:Without donor restrictions 723,748 723,548 Noncontrolling interests 4,778 1,144

Total without donor restrictions 728,526 724,692

With donor restrictions 14,375 12,031

Total net assets 742,901 736,723

Total liabilities and net assets $ 1,580,003 1,563,859

See accompanying notes to consolidated financial statements.

3


Consolidated Statements of Operations and Changes in Net Assets

Years ended December 31, 2018 and 2017

(In thousands)

2018 2017

Changes in net assets without donor restrictions:Net patient service revenues $ 1,094,709 1,062,735 Long-term care revenues 116,843 133,665 Provision for bad debts (78,874) (85,859)

Net patient service revenue, less provision forbad debts 1,132,678 1,110,541

Other revenues 100,217 79,415 Net assets released from restrictions 2,086 19

Total operating revenues 1,234,981 1,189,975

Expenses:Salaries and benefits 672,176 669,786 Services and other 222,441 224,676 Supplies 237,797 227,997 Depreciation and amortization 78,644 80,392 Interest 5,783 5,387

Total expenses 1,216,841 1,208,238

Operating income (loss) 18,140 (18,263)

Nonoperating gains and losses:Investment income, including realized and unrealized (losses)

gains (16,980) 22,112 Net loss on sale of business sub units (170) — Net periodic pension costs other than service costs (6,604) (2,685) Gain from sale of assets 725 1,421 Loss on extinguishment of debt — (390)

Total nonoperating (losses) gains, net (23,029) 20,458

(Deficiency) excess of revenues, gains, and othersupport over expenses and losses (4,889) 2,195

Noncontrolling interest (582) 792

(Deficiency) excess of revenues, gains, and othersupport over expenses and losses attributable toRiverside Healthcare Association (5,471) 2,987

4 (Continued)


Consolidated Statements of Operations and Changes in Net Assets


(In thousands)

2018 2017

(Deficiency) excess of revenues, gains, and othersupport over expenses and losses attributable toRiverside Healthcare Association $ (5,471) 2,987

Change in fair value of financial instruments – interest rate swapagreements 1,704 903

Change in plan assets and benefit obligations of pension andpostretirement plans 3,642 (6,036)

Other 325 —

Change in net assets without donor restrictions 200 (2,146)

Change in noncontrolling interests:Change in noncontrolling interests 582 (792) Equity distribution Coastal Rehabilitation (692) — Capital contribution — 3,024 Acquisition of additional interest in PACE Charlottesville 3,787 — Other (43) (4)

Change in noncontrolling interests 3,634 2,228

Total change in net assets without donor restrictions 3,834 82

Change in net assets with donor restrictions:Contributions 4,430 1,101 Net assets released from restrictions (2,086) (19)

Change in net assets with donor restrictions 2,344 1,082

Total change in net assets 6,178 1,164

Net assets, beginning of year 736,723 735,559

Net assets, end of year $ 742,901 736,723


5


Consolidated Statements of Cash Flows


(In thousands)

2018 2017

Cash flows from operating activities:Cash received from patients and third-party payors $ 1,144,220 1,061,177 Cash received from other operating activities 82,620 85,221 Interest and dividends received 6,769 4,933 Cash paid to suppliers and employees (1,108,980) (1,072,377) Cash paid for interest (3,967) (4,922)

Net cash provided by operating activities 120,662 74,032

Cash flows from investing activities:Capital expenditures (144,163) (195,679) Proceeds from sales of capital assets 9,008 3,330 Purchases of designated investments (135,113) (41,855) Sales of designated investments 115,795 68,799 Designated investment – bond proceeds 52,032 9,099 Proceeds from sale of LTACH, Inc. — 1,710 Other (170) —

Net cash used in investing activities (102,611) (154,596)

Cash flows from financing activities:Proceeds from issuance of long-term debt — 168,555 Net borrowings from use of line of credit (539) (2,063) Principal payments on long-term debt and capital leases (9,439) (79,991) Capital contribution in noncontrolling interests — 3,024 Other 3,377 —

Net cash (used in) provided by financing activities (6,601) 89,525

Net increase in cash and cash equivalents 11,450 8,961

Cash and cash equivalents, beginning of year 17,397 8,436

Cash and cash equivalents, end of year $ 28,847 17,397

Supplemental disclosure of noncash investing/financing activities:Change in fixed asset purchases in accounts payable $ 6,165 13,335


6


Notes to Consolidated Financial Statements


(In thousands)

7 (Continued)

(1) Organization

Riverside Healthcare Association, Inc. and subsidiaries is an organization of owned or contractually

managed healthcare providers, including acute care, long-term care, physician services, home health, and

associated support services located principally in Newport News, Virginia. Riverside Healthcare

Association, Inc. and subsidiaries currently operate under the trade name of Riverside Health System. Riverside Health System comprises four major divisions.

The Acute Hospital Division is composed of the following:

Doctors’ Hospital of Williamsburg, Inc., a 40-bed acute care hospital doing business as Riverside

Doctors’ Hospital Williamsburg

Riverside Hospital, Inc., consisting primarily of an acute care general hospital licensed for 450 beds

operating under the trade name Riverside Regional Medical Center and a 126-bed psychiatric and chemical dependence center doing business as Riverside Behavioral Health Center

Riverside Middle Peninsula Hospital, Inc., a 67-bed acute care hospital doing business as Riverside Walter Reed Hospital

Riverside Tappahannock Hospital, Inc., a 67-bed acute care hospital

Shore Health Services, Inc., a 52-bed acute care hospital doing business as Riverside Shore Memorial Hospital

The Other Acute Healthcare Division is composed of the following:

MiChuMi, LLC, doing business as MDExpress, which operates six urgent care centers

Peninsula Cancer Institute, LLC, which employs 13 physicians and nine nurse practitioners in eight

practices

Riverside Physician Services, Inc., doing business as Riverside Medical Group, which employs 382

physicians, 119 nurse practitioners, 41 physician assistants, and 8 other practitioners in 118 practices

Coastal Virginia Rehabilitation, LLC, 51% owned by Riverside Rehabilitation Institute, Inc., which

operates a 50-bed acute rehabilitation hospital doing business as Riverside Rehabilitation Institute

The Lifelong Health and Aging-Related Services Division operates 748 nursing home beds; 341 assisted

living beds; and provides skilled, rehabilitation, intermediate, and home-for-adult services. The division also manages home care and community-based services for Riverside Health System.

The Lifelong Health and Aging-Related Services Division is composed of the following:

At Home Partners, LLC, 80% owned by Riverside Retirement Services, Inc.

Center for Excellence in Aging and Lifelong Health (CEALH)

Francis N. Sanders Nursing Home, Inc.

Patrick Henry Hospital, Inc.

Patriots Colony, Inc.




(In thousands)

8 (Continued)

Riverside Convalescent Centers, Inc.

Riverside Retirement Services, Inc.

Riverside Wellness and Fitness Centers, Inc.

Sanders Common, Ltd.

Tilden and Virginia Davis Support Foundation, Inc.

The Healthcare Support Division is composed of the following:

Newport News General and Non-Sectarian Hospital Association, Inc., a real estate holding company

Peninsula Hospital Services, Inc., a laundry service company, 61% owned by Riverside Healthcare

Foundation, Inc.

Peninsula Radiosurgery Associates, LLC, a radiosurgery center management company

Quarterpath Williamsburg, LLC

Rehabilitation Institute of Virginia, Inc., a healthcare holding company

RHS MedInsur, Ltd. (MedInsur), a wholly owned captive insurance company

Riverside Health System Foundation, Inc.

Riverside Healthcare Association, Inc., the holding company

Riverside Healthcare Foundation, Inc.

Riverside Healthcare Services, Inc., which provides financial services, risk management, and management contract services to related organizations

Riverside Management Services, Inc., which provides managerial and advisory services primarily to

related organizations

Riverside Medical Equipment Center, Inc., a physician office billing company

Virginia Surgical Management, LLC, a surgery center management company

All are hereinafter referred to collectively as the “System.”

In March 2017, the System and Select Medical (Select) agreed to enter into a joint venture pertaining to

Riverside Rehabilitation Institute, which was operated by the System through The Rehabilitation Institute of

Virginia, Inc (RRI). The assets of RRI were transferred to Coastal Virginia Rehabilitation, LLC. The System retained a 51% interest in the joint venture. The joint venture began operations on June 1, 2017.

In March 2017, the System and Select agreed to enter into a joint venture pertaining to Hampton Roads

Specialty Hospital, which was operated by the System through LTACH @ Riverside, LLC. A sale of a 51%

interest in LTACH @ Riverside, LLC was completed as of June 1, 2017 when the joint venture began operations. The System retained a 49% interest in the joint venture.

In February 2018, the System sold the facility operated by Shore Life Care, Inc., to Accomack Health Investors, LLC.




(In thousands)

9 (Continued)

In August 2018, the System sold the durable medical equipment division of Riverside Healthcare Services, Inc., to Roberts Home Medical LLC.

In October 2018, the System sold three Program of All-Inclusive Care for the Elderly (PACE) Centers to Innovage Inc.

The System had 51% ownership of Charlottesville Area Retirement Services Inc. until July 2018 when the remaining 49% was acquired. The System sold 100% of the business to Innovage Inc. in November 2018.

The System’s noncontrolled joint ventures which the System has the ability to exercise significant influence

over those investees are accounted for under the equity method of accounting in the accompanying consolidated financial statements.

Basis for Consolidation

The accompanying consolidated financial statements include the assets, liabilities, and net assets and

operations of all of the majority-owned corporations mentioned above. All significant intercompany accounts and transactions have been eliminated in consolidation.

(2) Summary of Significant Accounting Policies

(a) Use of Estimates

The preparation of these consolidated financial statements in conformity with accounting principles

generally accepted in the United States of America requires management to make estimates and

assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the consolidated financial statements. Estimates also affect the

reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(b) Cash and Cash Equivalents

The System considers all unrestricted investments with original maturities of three months or less at the time of purchase to be cash equivalents.

(c) Accounts Receivable, Net

Accounts receivable are amounts due from patients, less allowances for uncollectible accounts and

contractual discounts. The allowance for doubtful accounts is based on historical collection trends and management’s judgment regarding the ability to collect specific accounts.

(d) Inventories

Inventories consist primarily of drugs and medical supplies and are stated at the lower of average cost or market and are recorded in other current assets.




(In thousands)

10 (Continued)

(e) Land, Buildings, and Equipment, Net

Land, buildings, and equipment are stated at cost. Depreciation is computed on the straight-line method using the following estimated useful lives:

Years

Land improvements 2–25

Buildings and improvements 5–40

Fixed equipment 5–20

Major movable equipment 2–20

Land, buildings, and equipment consisted of the following:

December 31

2018 2017

Land and improvements $ 161,516 156,667

Buildings and improvements 948,044 814,766

Fixed equipment 39,385 39,233

Major movable equipment 464,992 469,745

Construction in progress 124,231 151,105

Land, buildings, and equipment 1,738,168 1,631,516

Less accumulated depreciation (854,339) (804,923)

Land, buildings, and equipment, net $ 883,829 826,593

Depreciation and amortization expense for the years ended December 31, 2018 and 2017 is $78,644

and $80,392, respectively. Capitalized interest expense, net of capitalized interest income, for the years ended December 31, 2018 and 2017 is $11,161 and $6,473, respectively.

As of December 31, 2018, construction in progress consisted primarily of renovations at Riverside

Regional Medical Center, Walter Reed Hospital, and construction of the Theatre Road Hospital. At

December 31, 2018, the estimated cost to complete construction in progress was approximately $53,000.

Gains or losses on disposals of land, buildings, and equipment are included in nonoperating gains and losses.

(f) Goodwill

The System accounts for goodwill in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 350, Intangibles – Goodwill and Other. As of

December 31, 2018 and 2017, the balance of goodwill was approximately $41,000 and $41,000,




(In thousands)

11 (Continued)

respectively, and is included in other assets in the consolidated balance sheets. In accordance with

ASC Topic 350, the System’s goodwill is not amortized but rather is tested annually for impairment.

No impairment loss was recognized in 2018 or 2017. Management evaluates goodwill amounts for impairment annually during the fourth quarter, or when evidence of potential impairment exists.

(g) Deferred Revenue

Patriots Colony, Inc. and Warwick Forest (a division of Riverside Retirement Services, Inc.) are

continuing care retirement communities. Residents admitted to the facilities pay a fee at admission

(advance fee) and a monthly fee to cover the cost of their care. Under the terms of the various

contracts, these advance fees range from nonrefundable to 95% refundable. The advance fees paid by

a resident upon entering into a continuing care contract are recorded as deferred revenue from

advance fees and are amortized to income using the straight-line method over the estimated remaining

life expectancy of the resident or couple. The period of amortization is adjusted annually based on the

actuarially determined estimated remaining life expectancy of each individual, or joint and last survivor

life expectancy of each pair of residents occupying the same unit. The refundable portion of these advance fees is repayable to the resident upon the resident vacating the unit.

At December 31, 2018 and 2017, the portion of advance fees subject to refund provisions amounted to

approximately $20,200 and $15,700, respectively. Amounts expected to be refunded to current

residents, based on the System’s experience, were approximately $5,500 and $5,300 at December 31,

2018 and 2017, respectively, and are recorded in other current liabilities on the consolidated balance sheets.

(h) Obligation to Provide Future Services

Patriots Colony, Inc. and Warwick Forest calculate the present value of the net cost of future service

and use of facilities to be provided to current residents and members and compares that amount with

the balances of deferred revenue from advance fees. If the present value of the net obligation to

provide future services and use of facilities (discounted at 6%) exceeds the deferred revenue from

entrance fees, a liability is recorded with the corresponding charge to income. The calculation is

performed biennially for each program in alternating years. At December 31, 2018 and 2017, deferred

revenue from entrance fees exceeded the calculation of the present value of the net cost of future

services for Patriots Colony, Inc. and Warwick Forest. Therefore, an additional liability for an obligation to provide future services and use of facilities is not required.

(i) Charity Care

The System’s policy is to provide medical care without regard to the patient’s ability to pay for such

services. Charity care is based upon a review of the patient’s financial circumstances. The amounts

charged to patients that qualify for charity care are excluded from net patient service revenues because

the System does not pursue collection of these amounts; however, the expenses incurred in providing these services are included in the System’s operating expenses.

During 2016, Riverside amended its federal poverty qualification levels under its charity care policy

guidelines. This change resulted in an increase in the number of patients that qualified for charity care and the related charges foregone for care provided.




(In thousands)

12 (Continued)

(j) Net Assets

During 2018, the System adopted Accounting Standard Update (ASU) No. 2016-14, Not-for-Profit

Entities (Topic 958): Presentation of Financial Statements of Not-for-Profit Entities. This ASU reduces

the number of net asset classes from three (unrestricted net assets, temporarily restricted net assets,

and permanently restricted net assets) to two (net assets without donor restrictions and net assets with

donor restrictions). The System applied the changes retrospectively, and no changes in total net assets resulted.

Net Assets without Donor Restrictions – Net assets without donor restrictions are those net assets that

are the result of revenues and income from standard operations of the System and are not specifically

restricted by donors. Expenses, as reported on the consolidated statements of operations, reduce the total net assets without donor restrictions that resulted from revenues and other income.

Also included in this category are net assets in the plant replacement fund that the board has the ability to but has not designated for specific purposes other than overall plant replacement.

Net Assets with Donor Restrictions – Net assets with donor restrictions are unconditional promises to

give cash and other assets whose use by the System has been limited by donors to a specific time

period or purpose. These unconditional promises are reported at fair value at the date the promise is

received. When a donor restriction expires, that is, when a stipulated time restriction ends or the

purpose of the restriction is accomplished, the assets are reclassified as net assets without donor

restrictions and are reported in the consolidated statements of operations and changes in net assets as

net assets released from restriction. Donor-restricted contributions whose restrictions are met in the

year of receipt are reflected as contributions without donor restrictions in the accompanying consolidated financial statements.

Also included in this category are net assets subject to donor-imposed restrictions to be maintained by

the System in perpetuity, including gifts and pledges wherein donors stipulate that the corpus of the gift be held in perpetuity and that only the income be made available for program operations.

The composition of net assets at December 31 is presented as follows:

2018 2017

Without donor restrictions:

Hospital and physician operations $ 562,095 534,112

Lifelong health operations 161,653 189,436

Total without donor restrictions $ 723,748 723,548

With donor restrictions:

Purpose-restricted donor contributions $ 11,881 9,370

Perpetual in nature donor contributions 2,494 2,661

Total with donor restrictions $ 14,375 12,031




(In thousands)

13 (Continued)

(k) Derivatives Policy

The System manages its exposure to interest rate volatility through use of interest rate swap contracts.

This contract qualifies as a derivative financial instrument. In accordance with the provisions of FASB ASC Subtopic 954-815, Health Care Entities – Derivatives and Hedging, the System applies the

provisions of FASB ASC Topic 815, Derivatives and Hedging, in the same manner as for-profit

enterprises. That is, the gain or loss items related to derivative instruments that affect a for-profit

enterprise’s income from continuing operations under ASC Topic 815 similarly affect the System’s

performance indicator, and the gain or loss items that are excluded from a for-profit enterprise’s income

from continuing operations similarly are excluded from the System’s performance indicator. The

System’s performance indicator is referred to as excess of revenues, gains, and other support over

expenses and losses. The net amount that becomes due or payable under the contracts is recognized

currently in operating income. The System recognizes the derivative instrument at its estimated fair

value at each balance sheet date and the gains and losses in its consolidated statements of operations

and changes in net assets. As of December 31, 2018, the System has recorded the estimated fair

value within other liabilities on the balance sheet. Under ASC Subtopic 954-815, to exclude the change

in fair value from operating income, the derivative instrument must not only be related to a specific bond issue, but also be a statistically correlated hedge of the current interest cash flow on the bonds.

Changes in the interest rate swaps are as follows:

Series 2004

Swap PHS Swap Total

Notional amount – Original $ 63,730 1,827 65,557

Notional amount – December 2018 48,355 — 48,355

Trade date 10/3/2008 6/20/2002

Effective date 10/3/2008 7/1/2002

Termination date 7/1/2037 3/1/2018

Fixed rate 3.53% 5.40%

Fair value at December 31, 2016 $ (9,788) (6) (9,794)

Change in fair value 897 6 903

Fair value at December 31, 2017 (8,891) — (8,891)

Change in fair value 1,704 — 1,704

Fair value at December 31, 2018 $ (7,187) — (7,187)

These changes have been included as separate changes in net assets in the consolidated statements of operations and changes in net assets.




(In thousands)

14 (Continued)

(l) Liquidity

The System has financial assets available within one year of the balance sheet date for general expenditures as follows:

Cash and cash equivalents $ 28,847

Accounts receivable (net of allowances) 197,251

Due from third-party payors 17,314

Other receivables 15,795

$ 259,207

None of the financial assets are subject to donor or other contractual restrictions that make them

unavailable for general expenditure within one year of the balance sheet date. The System has a

requirement from bond holders to maintain financial assets, which consist of cash and short-term

investments, on hand to meet a minimum of 90 days of normal operating expenses. As more fully

described in note 9, the System also has a line of credit in the amount of $35,000, which is drawn upon

daily to meet operational needs. The amount drawn at December 31, 2018 was $17,658. The System

invests excess cash in short-term investments that are readily available (next day). Investments available to be used to meet normal operating expenses at December 31, 2018 were $327,204.

The System has future construction commitments totaling $53,000. Two major projects included in this

commitment (Riverside Regional Medical Center and Riverside Walter Reed) total $25,000 and are

funded by nontaxable bonds. The System also has bond proceeds from taxable debt usable for the

Theatre Road hospital project (with a year-end commitment of $11,200) and other construction projects.

(m) Income Taxes

Riverside Healthcare Association, Inc. has received a group exemption letter from the Internal Revenue

Service (IRS) recognizing each of its wholly owned subsidiaries, except for Riverside Medical

Equipment Center, Inc., Newport News General and Non-Sectarian Hospital Association, Inc., Shore

Health Services, Inc., Shore Life Care, Inc., and Tilden and Virginia Davis Support Foundation, Inc.,

stating they are exempt from income taxes pursuant to Section 501(c)(3) of the Internal Revenue Code

(IRC), except for unrelated business income. Newport News General and Non-Sectarian Hospital

Association, Inc. has retained its determination letter from the IRS stating it is exempt from income

taxes pursuant to IRC Section 501(c)(2). Shore Health Services, Inc., Shore Life Care, Inc., and Tilden

and Virginia Davis Support Foundation, Inc. have retained their determination letters stating they are

exempt from income taxes pursuant to IRC Section 501(c)(3). No provision for income taxes was required for the year ended December 31, 2018 or 2017.

On December 22, 2017, the Tax Cuts and Jobs Act (the Act) was signed into law. The Act contains

various provisions affecting both for-profit and not-for-profit entities. Not-for-profit entities are impacted

in part by the inclusion of new excise tax on excess compensation for covered employees, changes to

unrelated business income, as well as their ability to advance refund bonds. In addition, not-for-profit




(In thousands)

15 (Continued)

entities may be impacted through certain for-profit subsidiaries and/or joint ventures based on the Act’s

provisions for tax rates, measurement of deferred taxes, as well as other limitations on deductions.

Management of the System has assessed the overall impact of recent tax law and regulatory changes

and their impact on the consolidated financial statements. Management determined there was no significant impact on the System.

(n) Functional Expenses

The System provides general healthcare services to residents within its geographical location. Expenses related to providing these services are as follows:

Education,

Patient-related General and fundraising,

healthcare administrative and other

services services services Total

Salaries and benefits $ 525,146 120,849 26,181 672,176

Services and other 149,435 46,877 26,129 222,441

Supplies 227,967 6,855 2,975 237,797

Depreciation and

amortization 39,248 34,302 5,094 78,644

Interest 4,497 998 288 5,783

Total $ 946,293 209,881 60,667 1,216,841

Departments in the System have been assigned to the categories patient-related healthcare services,

general and administrative services, education, fundraising, and other services. Expenses are

determined to be in one of those categories according to the department in which they are incurred.

Expenses incurred in the shared services departments are allocated among the three other service

categories based on a ratio of service expense to total expenses. In 2018, $53,076 in shared services were allocated based on the ratio of total expenses by category.

(o) Long-Term Facility Leases

Beginning in 2007, the System entered into lease agreements with Landmark Healthcare Properties

with the System as tenant and Landmark Properties as landlord. The lease agreements cover four

properties, three of which the System originally owned, the Williamsburg medical office building, the

Hampton medical office building, and the Main Street medical office building complex. In 2009,

Landmark Healthcare Properties built the Riverside campus medical office building, which the System

also leases. The lease terms range from 15 to 25 years. These leases are accounted for using the

straight-line method of accounting, leaving an outstanding liability for the System at December 31,

2018 and 2017 of approximately $28,000 and $27,000, respectively. The leases are recorded in other liabilities on the consolidated balance sheets.




(In thousands)

16 (Continued)

(p) Mission Statement and Nonoperating Gains and Losses

The System’s primary mission is to provide the highest quality care based on the medical needs of the

citizens of the surrounding communities. Only those activities directly associated with the furtherance of this purpose are considered to be operating activities.

Other activities that result in gains or losses unrelated to the System’s primary mission are considered

to be nonoperating. Nonoperating gains and losses include earnings on investments and gains and losses resulting from unusual or infrequent transactions.

(q) Recent Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which

outlines a single comprehensive model for entities to use in accounting for revenue arising from

contracts with customers and supersedes most current revenue recognition guidance, including

industry-specific guidance, and requires significantly expanded disclosures about revenue recognition.

The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of

promised goods or services to customers in an amount that reflects the consideration to which the

entity expects to be entitled in exchange for those goods or services. The guidance is effective for the

System as of January 1, 2019. The System is currently evaluating the impact on the consolidated

financial statements and the options of adopting using either a full retrospective or a modified approach.

In February 2016, the FASB issued ASU No. 2016-02, Leases, intended to improve financial reporting

about leasing transactions. The new lease standard requires lessees to put most leases on their

consolidated balance sheets but recognize expenses on their income statements in a manner similar to

today’s accounting. The guidance also eliminates today’s real estate-specific provisions and changes

the sale and leaseback accounting model for all entities. For lessors, the guidance modifies the

classification criteria and the accounting for sales-type and direct financing leases. The guidance could

have broad implications for entities’ finances and operations. The standard is effective for the System

for fiscal years beginning after December 15, 2019. Early adoption is permitted. The System is

currently evaluating the impact of adoption of the new lease standard on its consolidated financial statements.

In August 2016, the FASB released ASU No. 2016-14, Presentation of Financial Statements of

Not-for-Profit Entities, with the intent of improving not-for-profit entity (NFP) financial statements to

provide more useful information to donors, grantors, creditors, and other financial statement users. The

ASU significantly changes how NFPs present net assets on the face of the financial statements, as well

as requires additional disclosures for expenses by nature and function and for the liquidity and

availability of resources. The System has adopted this ASU in the current year and applied it

retrospectively without any changes to net assets. Net asset presentation, as required by this ASU, is

more fully described in note 2(j) above. Liquidity and available financial assets are discussed in note 2(l). Expenses are presented by function in note 2(n).




(In thousands)

17 (Continued)

(3) Net Patient Service Revenues

Net patient service revenues are reported at the estimated net realizable amounts from patients, third-party

payors, and others for services rendered, including estimated retroactive adjustments under reimbursement

agreements with third-party payors. Retroactive adjustments are accrued on an estimated basis in the

period the related services are rendered and are adjusted in future periods as final settlements are determined.

The System has agreements with certain third-party payors that provide for reimbursement at amounts

different from their established rates. The difference between the reimbursement and the standard billing

rate results in contractual adjustments, which are deducted from patient service revenues, resulting in net patient service revenues.

The System’s payor mix of major third-party payors, based on percentages of gross patient service revenue, was as follows:

Year ended December 31

2018 2017

Medicare (including Medicare Advantage) 49% 47%

Medicaid (including Medicaid Health Maintenance

Organization (HMO)) 11 11

Blue Cross (including Blue Cross HMO) 18 18

Commercial and other insured 15 16

Self-pay 7 8

100% 100%

Laws and regulations governing the Medicare and Medicaid programs are complex and subject to

interpretation. As a result, there is at least a reasonable possibility that recorded estimates will change by a

material amount in the near term. Adjustments to revenue estimates related to prior periods resulted in

increases in net patient service revenue of approximately $7,300 and $2,500 for the years ended December 31, 2018 and 2017, respectively.

A summary of the basis of hospital reimbursement from major third-party payors is as follows:

(a) Acute Care

Medicare – Inpatient services and capital costs related to Medicare program beneficiaries are paid at

prospectively determined rates per discharge. These rates vary according to a patient classification

system that is based on clinical, diagnostic, and other factors. Substantially all Medicare outpatient

services are paid at prospectively determined rates, which vary according to services rendered. Other

outpatient services related to Medicare beneficiaries are paid based on a cost reimbursement

methodology. The System’s Medicare cost reports have been final-settled by the intermediary through December 31, 2011.




(In thousands)

18 (Continued)

There are several Medicare Advantage Programs in the System’s service area. Inpatient acute care

services are reimbursed at prospectively determined rates per discharge based upon the Medicare

inpatient patient classification system. Outpatient services are reimbursed at prospectively determined rates based upon the Medicare Outpatient Prospective Payment System.

Medicaid – Inpatient services are reimbursed at prospectively determined operating rates and tentative,

cost-based capital and education rates per discharge, with final settlement of capital and education

costs determined after submission of annual cost reports by the System and audits thereof by the

Medicaid fiscal intermediary. Outpatient services are reimbursed at prospective determined rates. The

System’s Medicaid cost reports have been final-settled by the intermediary through December 31, 2015.

There are several Medicaid managed programs in the System’s service area. Inpatient acute care

services are reimbursed at prospectively determined rate. Outpatient services are reimbursed at either a percentage of charges or prospectively determined rates.

Blue Cross – For Blue Cross HMO subscribers, inpatient acute care services are reimbursed on

prospectively determined rates per discharge, and outpatient services are reimbursed according to a

fee schedule. For Blue Cross Preferred Provider Organization (PPO) subscribers, inpatient acute care

services are reimbursed on a discharge basis, and outpatient services are reimbursed based upon a

fee schedule. For other Blue Cross subscribers, inpatient acute care and outpatient services are reimbursed based upon a percentage of charges.

Commercial and Other Insured – Each hospital also has payment agreements with certain commercial

insurance carriers, HMOs, and PPOs. The basis for payment to the System under these agreements is primarily a discount from established charges.

Self-pay – The System provides certain discounts to the uninsured. Changes to the discount policy for

the uninsured were made in 2017 that significantly increased deductions for discounts but reduced bad

debts. Uninsured patients received a 50% discount from billed charges in 2018 and 2017. Historically,

a significant portion of those uninsured patients who do not qualify for charity care will be unable or

unwilling to pay for services provided and, therefore, Riverside records a provision for bad debts related to uninsured patients in the period the services are provided.

(b) Long-Term Care

Approximately 67% and 70%, respectively, of long-term care services were provided to Medicaid and

Medicare patients in 2018 and 2017. Skilled nursing services provided under the Medicare program are

reimbursed based upon a case-mix and geographically adjusted prospective payment. In the first half

of 2014, Medicaid nursing home services were reimbursed using a prospective rate based on defined

allowable costs of services rather than on the basis of standard billing rates. Effective July 1, 2014,

Medicaid payment methodology began a four-year transition blending a facility’s historical price-based

rate with patient-specific case-mix rate, with an add on for facility-specific capital. The Long-Term Care Division Medicaid cost reports have been final-settled by the intermediary through December 31, 2017.




(In thousands)

19 (Continued)

(c) Riverside Medical Group

Net patient service revenues for Riverside Medical Group (RMG) are included in net outpatient service

revenues in the accompanying consolidated statements of operations and changes in net assets.

These services are reimbursed based on established fee schedules for Medicare and Medicaid, negotiated fee schedules for Anthem and commercial payors and capitated rates for HMOs.

For the years ended December 31, 2018 and 2017, net patient service revenues for RMG totaled approximately $227,800 and $218,300, respectively.

(d) Regulatory Environment

National and state healthcare-related legislation has been and is expected to continue to be introduced

in the U.S. Congress and the Commonwealth of Virginia Legislature. Such legislation has addressed

benefits provided, insurance coverage, and provider reimbursement. The healthcare industry is subject

to numerous laws and regulations of federal, state, and local governments. These laws and regulations

include, but are not necessarily limited to, matters such as licensure, accreditation, government

healthcare program participation requirements, reimbursement for patient services, and Medicare and

Medicaid fraud and abuse. Government activity has increased with respect to investigations and

allegations concerning possible violations of fraud and abuse statutes and regulations by healthcare

providers. Violations of these laws and regulations could result in expulsion from government

healthcare programs, together with the imposition of significant fines and penalties, as well as significant repayments for patient services previously billed.

Management is not aware of any material, noncompliance with fraud and abuse-related rules or other

applicable government laws and regulations. While no material regulatory inquiries have been made,

compliance with such laws and regulations can be subject to future government review and interpretation, as well as regulatory action unknown or unasserted at this time.

(4) Accounts Receivable, Net

Accounts receivable, net of allowance for doubtful accounts at December 31 consist of the following:

2018 2017

Gross patient receivables $ 483,566 532,582

Less:

Allowance for bad debts (34,430) (52,213)

Allowance for charity (35,435) (17,754)

Allowance for commercial contractuals (32,906) (32,003)

Allowance for contractual adjustments (183,544) (211,966)

Patient accounts receivable, net $ 197,251 218,646

Patient accounts receivable are reduced by an allowance for uncollectible accounts. In evaluating the

collectibility of accounts receivable, the System analyzes its past history and identifies trends for each of its




(In thousands)

20 (Continued)

major payor sources of revenue to estimate the appropriate allowance for uncollectible accounts and

provision for bad debts. Management regularly reviews data about these major payor sources of revenue in

evaluating the sufficiency of the allowance for uncollectible accounts. For receivables associated with

services provided to patients who have third-party coverage, the System analyzes contractually due

amounts and provides an allowance for uncollectible accounts and a provision for bad debts, if necessary.

For receivables associated with self-pay patients (which include both patients without insurance and

patients with deductible and co-payment balances due for which third-party coverage exists for part of the

bill), the System records a provision for bad debts in the period of service on the basis of its past

experience. The difference between standard rates (or the discounted rates if negotiated) and the amounts

actually collected after all reasonable collection efforts have been exhausted is charged off against the allowance for uncollectible amounts.

The activity in the allowance for bad debts is as follows:

2018 2017

Beginning balance $ 52,213 48,676

Provision for bad debts 78,874 85,859

Less net write-offs (96,657) (82,322)

Ending balance $ 34,430 52,213

(5) Community Benefit Expense

The following table summarizes the System’s estimated cost of providing services to the indigent and benefits to the broader community:


2018 2017

Benefits for the indigent:

Unreimbursed cost of charity $ 42,278 46,595

Unreimbursed costs of Medicaid program 6,808 13,115

Total quantifiable benefits for the indigent at cost 49,086 59,710

Benefits for the broader community:

Education and research programs 11,043 11,578

Other community benefits 5,221 4,516

Total quantifiable benefits for the broader

community 16,264 16,094

Provision for bad debts, at cost 53,098 61,681

Total quantifiable community benefits $ 118,448 137,485




(In thousands)

21 (Continued)

The System accepts all patients regardless of their ability to pay. Benefits for the indigent include services

provided to persons who cannot afford healthcare because of inadequate resources or who are uninsured.

This includes traditional charity care at the estimated cost and the costs of treating Medicaid beneficiaries

in excess of government payments. Distinguishing uncollected patient revenue between charity and bad

debt requires full consideration of both the financial and nonfinancial circumstances of the patient, which

are not always available to the organization. Therefore, both traditional charity care and bad debt are included as a component of benefits for the indigent.

Benefits for the broader community include services provided to other needy individuals who may not

qualify as indigent, but need special services and support. Examples include the elderly, substance

abusers, victims of child abuse, and the disabled. Benefits for the broader community also include the cost

of health promotion and education, health clinics and screenings, and the unreimbursed cost of medical

training. The costs for these services have been estimated using multiple costing methodologies, including

the application of cost-to-charge ratios, internal cost accounting estimates, Medicare allowable costs, and, where possible, the amount provided as support to the community group or building activity.

(6) Designated Investments

The System’s investments consist of marketable securities designated by the board of directors for plant

replacement and expansion and debt service, as well as investments in joint ventures. The System’s

investments designated by the board of directors for plant replacement and expansion and debt service are carried at fair value determined in accordance with the provisions of FASB ASC Topic 820, Fair Value Measurement.

At December 31, 2018 and 2017, an investment of approximately $8,100 and $6,900, respectively,

represented a 50% ownership in Chesapeake, Riverside, and UVA Radiosurgery Center, LLC. The System accounts for this investment under the equity method of accounting.

At December 31, 2018 and 2017, the System has an investment of approximately $3,000 and $3,300,

representing a 61% ownership in Peninsula Hospital Services, and an investment of approximately $2,900,

and $2,900 in Coastal Virginia Rehabilitation, LLC, representing a 51% ownership. Both are accounted for under the equity method of accounting.

The System has designated its marketable securities as trading securities and recognizes investment

income or loss (including realized and unrealized gains and losses on investments, interest, and dividends)

in excess of revenues, gains, and other support over expenses and losses, unless the income or loss is restricted by donor or by law.

The System has investments designated for self-insurance at December 31, 2018 and 2017 of approximately $37,400 and $30,800, respectively, representing a 100% ownership in MedInsur.




(In thousands)

22 (Continued)

The estimated values of the System’s designated investments are as follows:

December 31

2018 2017

Assets:

Cash and cash equivalents $ 3,659 3,590

Money market mutual funds 1,907 2,987

Fixed-maturity securities:

Bond mutual funds 146,552 102,307

U.S. government bonds and notes 11,528 7,980

Mortgage-backed securities 9,212 7,015

Corporate bonds and notes 11,816 9,428

International bond mutual funds 9,058 21,870

Equity securities:

Common trust funds:

International 32,637 42,880

Domestic 21,123 16,667

Foreign stocks 8,824 13,259

Pooled investment 6,097 8,820

Marketable equity securities 30,960 30,502

Total investments, at fair market value 293,373 267,305

Other equity method alternative investments 14,125 48,275

Investment in joint ventures 8,079 6,901

Other equities 11,627 9,204

Total designated investments $ 327,204 331,685

Cash and cash equivalents $ 32,644 84,676

Total designated investments bond proceeds $ 32,644 84,676

The fair market values of the System’s designated investments, excluding certain alternative investments,

investments in joint ventures, and other investments, were determined by year-end closing prices reported

in the listings of the applicable major exchanges. The System also holds limited partnership interests in

alternative investment funds, in addition to the joint venture investments described in note 1, all of which are accounted for under the equity method.




(In thousands)

23 (Continued)

Investment income consists of the following:


2018 2017

Interest and dividends $ 6,821 4,901

Investment (loss) income from equity method investments (538) 3,138

Realized gains, net 9,299 1,126

Unrealized (losses) gains on trading securities, net (32,562) 12,947

Investment (loss) gain $ (16,980) 22,112

Marketable equity and debt securities and other investments are carried at fair value based on quoted

market prices. Realized gains and losses on the sale of investments are determined based on the cost of specific investments sold.

(7) Fair Value of Financial Instruments

The System’s financial instruments include cash and cash equivalents, receivables, designated

investments, accounts payable, accrued liabilities, and long-term debt. With the exception of long-term

debt, the carrying amounts of these instruments approximate their fair values because of the short maturity or frequent repricing of these instruments.

The System’s investments in marketable securities are carried at fair value, based on quoted market prices

or other observable inputs. The fair value of the System’s long-term debt is estimated based on quoted

market prices for the same or similar issues or on the current rates offered to the System for debt of the same remaining maturities.

ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a

liability (i.e., the exit price) in an orderly transaction among market participants at the measurement date.

ASC Topic 820 emphasizes that fair value is a market-based measurement, not an entity-specific

measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability.

In determining fair value, the System uses the market approach. The market approach utilizes prices and

other relevant information generated by market transactions involving identical or comparable assets or

liabilities. As a basis for considering market participant assumptions in fair value measurements,

ASC Topic 820 establishes a fair value hierarchy that distinguishes between market participant

assumptions based on market data obtained from sources independent of the reporting entity (observable

inputs that are classified within Level 1 and Level 2 of the hierarchy) and the reporting entity’s own

assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).




(In thousands)

24 (Continued)

The fair value levels are as follows:

Level 1 – Inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that

the System has the ability to access at the measurement date.

Level 2 – Inputs are other than quoted prices included in Level 1 that are observable for the assets or

liabilities, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and

liabilities in active markets, as well as inputs that are observable for the assets or liabilities (other than

quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.

Level 3 – Inputs are unobservable inputs for the assets or liabilities, which are typically based on an

entity’s own assumptions, as there is little, if any, related market activity.

The determination of the fair value level within which the entire fair value measurement falls is based on the

lowest-level input that is significant to the fair value measurement in its entirety. The System’s assessment

of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the assets or liabilities.

The following tables present information about the fair value of the System’s financial assets and liabilities on a recurring basis:

December 31, 2018Total fair

value Level 1 Level 2 Level 3 NAV1

Assets:Cash and cash equivalents $ 3,659 3,659 — — — Money market mutual fund 1,907 — 1,907 — —

Fixed maturity securities:Bond mutual fund 146,552 97,469 49,083 — — U.S. government bonds and notes 11,528 11,528 — — — Mortgage-backed securities 9,212 — 9,212 — — Corporate bonds and notes 11,816 — 11,816 — — International bond mutual fund 9,058 — — — 9,058

Equity securities:Common trust fund:

International 32,637 — 8,761 — 23,876 Domestic 21,123 — — — 21,123

Foreign stocks 8,824 2,967 — — 5,857 Pooled investments 6,097 — — — 6,097 Marketable equity securities 30,960 30,960 — — —

Total investments at fair value 293,373 146,583 80,779 — 66,011

Cash and cash equivalents of bond proceeds 32,644 32,644 — — —

Total assets at fair value $ 326,017 179,227 80,779 — 66,011

Liability:Interest rate swap contract $ 7,187 — 7,187 — —

Total liability at fair value $ 7,187 — 7,187 — —




(In thousands)

25 (Continued)

December 31, 2017Total fair

value Level 1 Level 2 Level 3 NAV1

Assets:Cash and cash equivalents $ 3,590 3,590 — — — Money market mutual fund 2,987 — 2,987 — —

Fixed-maturity securities:Bond mutual fund 102,307 70,789 31,518 — — U.S. government bonds and notes 7,980 7,980 — — — Mortgage-backed securities 7,015 — 7,015 — — Corporate bonds and notes 9,428 — 9,428 — — International bond mutual fund 21,870 — — — 21,870

Equity securities:Common trust fund:

International 42,880 — 12,219 — 30,661 Domestic 16,667 — — — 16,667

Foreign stocks 13,259 3,871 — — 9,388 Pooled investments 8,820 — — — 8,820 Marketable equity securities 30,502 30,502 — — —

Total investments at fair value 267,305 116,732 63,167 — 87,406

Cash and cash equivalents of bond proceeds 84,676 — — — —

Total assets at fair value $ 351,981 116,732 63,167 — 87,406

Liability:Interest rate swap contract $ 8,891 — 8,891 — —

Total liability at fair value $ 8,891 — 8,891 — —

1 Investments reported at Net Asset Value (NAV) as a practical expedient estimate of fair value at December 31, 2018 and 2017, respectively

There were no significant transfers among levels 1, 2, or 3 during the year ended December 31, 2018 or 2017.




(In thousands)

26 (Continued)

The following table summarizes certain characteristics of the alternative investments, which are valued using the NAV as of December 31, 2018 and 2017:

Liquidity RemainingFund 2018 2017 Investment strategy restrictions commitment

International bond $ 3,969 10,824 Fund goal is to outperform the Daily liquidity, N/Amutual fund investment benchmark with 10 days(Brandywine) (Citigroup World Government notice

Bond Index – Unhedged) by atleast 2% average annual basisover rolling five-year period.

International bond 5,089 11,046 Fund seeks to generate positive Semimonthly, with N/Afund (Loomis absolute returns over time rather 15 days notice forSayles) than track the performance of purchase and

any particular index. This is a 30-day notice forprivate placement vehicle. redemption

Common trust 23,876 30,661 Fund seeks to provide long-term Monthly, with 10 N/Afund – international total return in excess of the days notice(Wellington) MSCI EAFE Index.

Common trust 21,123 16,667 Fund seeks to provide long-term Monthly, with 10 N/Afund – domestic return in excess of indices. days notice

Foreign stocks 5,857 9,388 Fund seeks to achieve long-term Monthly, with 15 N/Atotal return, primarily by days noticeinvesting in equity securities ofnon-U.S. small capitalizationcompanies.

Pooled investments 6,097 8,820 Investments seek to achieve No redemptions 3,801 long-term earnings.

$ 66,011 87,406

The following methods and assumptions were used to estimate the fair value of each class of financial instrument.

Fixed-maturity securities consist of U.S. Treasury and other U.S. government agencies securities, state

and municipal securities, foreign government securities, corporate fixed-maturity securities,

mortgage-backed securities, other asset-backed securities, and bond mutual funds. Equity securities

consist of publicly traded index funds and publicly traded equity securities (common stocks and preferred

stocks). The fair value of designated investments is determined by management using third-party service

providers utilizing various methods dependent upon the specific type of investment. Where quoted prices

are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Where

significant inputs are used by these third-party dealers or independent pricing services to determine fair

values, the securities are classified within Level 2. Certain assets measured at fair value using the NAV are classified as Level 2 in accordance with FASB ASC Topic 820, Fair Value Measurement.

The System uses Level 2 input to value the interest rate swap, which is interest rates and yield curves.




(In thousands)

27 (Continued)

(8) Benefit Plans

The System has a noncontributory, defined-benefit pension plan that covers substantially all employees of

the System, except for those employees in the Lifelong Health and Aging-Related Services Division

(the Riverside Plan). Prior to January 1, 2011, the System had three noncontributory, defined-benefit

pension plans. The plans were merged effective January 1, 2011. The benefit structures of the plans remain unchanged after the merger. This plan is not available to new employees effective January 1, 2012.

In addition to the pension plans, the System sponsors the Riverside Health Services 401(k) Savings Plan,

which covers substantially all employees in the System. Expense related to the Riverside Health Services

401(k) Savings Plan totaled approximately $5,400 and $5,300 for the years ended December 31, 2018 and

2017, respectively. The System also provides healthcare benefits for eligible retired employees and

accrues the estimated costs for such benefits during years that the employees render services to the System.

For all employees of the System, except for those employees in the Lifelong Health and Aging-Related

Services Division, benefits are based on years of service and the participant’s compensation for each plan

year in which the participant accrued credited service, as determined in accordance with the terms of the Riverside Plan.

The System’s annual contributions to the Riverside Plan are actuarially determined amounts required to

provide the benefits of the Riverside Plan and to meet the minimum funding standards as required by law.

Funds released through terminations of nonvested employees are applied to reduce the System’s future contributions. No contribution is planned by the System for 2018.

The reconciliation of the beginning and ending balances of the projected benefit obligation and the fair

value of plan assets for the years ended December 31, 2018 and 2017, and the accumulated benefit obligation at December 31, 2018 and 2017, are as follows:

Pension benefits Postretirement benefits

2018 2017 2018 2017

Accumulated benefit obligation $ 608,829 648,070 — —

Changes in benefit obligation:

Benefit obligations at

beginning of year $ 672,744 589,125 6,664 5,389

Service cost 14,548 14,048 167 199

Interest cost 25,826 26,646 251 318

Actuarial loss (gain) (62,800) 61,917 (687) 1,005

Employee contributions — — 60 59

Benefits paid (21,244) (18,992) (299) (306)

Benefit obligation at end of year $ 629,074 672,744 6,156 6,664




(In thousands)

28 (Continued)

Pension benefits Postretirement benefits

2018 2017 2018 2017

Changes in plan assets:

Fair value of plan assets at

beginning of year $ 519,813 458,914 — —

Actual return on plan assets (40,371) 79,891 — —

Employer contributions — — 240 247

Participant contributions — — 59 59

Benefits paid (21,244) (18,992) (299) (306)

Fair value of plan assets at

end of year $ 458,198 519,813 — —

Funded status $ (170,876) (152,931) (6,156) (6,664)

Amounts recognized in

statement of financial position

consist of:

Net (loss) gain $ (183,670) (187,082) 6,852 6,717

Prior service cost — — (94) (189)

Amount at

December 31 $ (183,670) (187,082) 6,758 6,528

Pension Postretirement

2018 2017 2018 2017

Weight average assumptions used

to determine net periodic benefit

costs:

Discount rate 3.91% 4.61% 3.91% 4.61%

Expected long-term return

on assets 7.25 7.50 N/A N/A

Compensation rate increase 3.00 3.00 N/A N/A

The expected return on plan assets is based on current market expectations.




(In thousands)

29 (Continued)

Assumed healthcare cost trend rates have a significant effect on the amounts reported for the healthcare

plans. A one-percentage-point change in assumed healthcare cost trend rates would have the following effects:

Postretirement

2018 2017

Healthcare cost trend rate:

Cost trend rate assumed for next year 5.80% 6.00%

Rate to which the cost trend rate is assumed to decline

(the ultimate trend rate) 4.50 4.50

Year that the rate reaches the ultimate trend rate 2035 2035

Postretirement

One- One-

percentage- percentage-

point point

increase decrease

Effect on total of service and interest cost components $ 60 (50)

Effect on postretirement benefit obligation 711 (595)

The components of net periodic pension cost are as follows:


2018 2017 2018 2017

Service cost $ 14,548 14,048 167 199

Interest cost 25,826 26,646 251 318

Expected return on plan assets (35,769) (35,668) — —

Amortization of prior service cost — — 95 95

Amortization of net loss (gain) 16,753 11,815 (552) (521)

Net period pension

cost $ 21,358 16,841 (39) 91

The service cost component of net periodic pension cost is included in salaries and benefits expense as

operating expenses on the consolidated statements of operations and changes in net assets. The remaining components of net periodic pension cost are included in nonoperating income.




(In thousands)

30 (Continued)

Other pension-related changes are included in other changes in unrestricted net assets on the consolidated

statements of operations and changes in net assets. The components of these other changes are as follows:


2018 2017 2018 2017

Actuarial loss $ (13,341) (17,693) 687 (1,005)

Amortization of prior service cost — — 95 95

Amortization of actuarial loss 16,753 11,815 (552) (521)

Other adjustments — — — 1,273

Pension-related changes other

than periodic pension cost $ 3,412 (5,878) 230 (158)

The System’s policy is to provide for growth of capital with a moderate level of volatility by investing assets

per the target allocations stated above. The assets will be reallocated periodically to meet the above target

allocations. The investment policy will be reviewed periodically, under the advisement of a certified investment advisor, to determine if the policy should be changed.

The expected long-term rate of return for the Riverside Plan’s total assets is based on the expected return

of each of the above categories and weighted based on the median of the target allocation for each class.

Equity securities are expected to return 5.45% to 8.86% over the long term, while cash and fixed-income

securities are expected to return approximately 3.55% to 5.57%. Real estate and hedge funds are expected to return approximately 6.92% and 6.83% respectively.

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:


2019 $ 24,392 433

2020 26,269 475

2021 28,330 457

2022 30,229 471

2023 32,439 504

2024–2028 185,897 2,443




(In thousands)

31 (Continued)

The fair value of the System’s qualified pension plan assets, by asset category, are as follows:

December 31, 2018

Total fair

Asset category value Level 1 Level 2 Level 3 NAV1

Cash and cash equivalents $ 2,094 2,094 — — — Fixed-maturity securities:

Collective trust funds 200,934 — 200,934 — — Equity securities:

Collective trust funds 202,096 — 202,096 — — Individual ownership — — — — — Alternative investments 53,074 — 22,815 — 30,259

Total assets $ 458,198 2,094 425,845 — 30,259

December 31, 2017

Total fair

Asset category value Level 1 Level 2 Level 3 NAV1

Cash and cash equivalents $ 1,854 1,854 — — — Fixed-maturity securities:

Collective trust funds 216,040 — 216,040 — — Equity securities:

Collective trust funds 250,705 — 250,705 — — Individual ownership 3 3 — — — Alternative investments 51,211 — 23,800 — 27,411

Total assets $ 519,813 1,857 490,545 — 27,411

1 Investments reported at NAV as a practical expedient estimate of fair value at December 31, 2018 and 2017, respectively

The fair value levels and valuation methodology are consistent with those discussed in note 7.

The determination of the fair value level within which the entire fair value measurement falls is based on the

lowest-level input that is significant to the fair value measurement in its entirety. The System’s assessment

of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the assets or liabilities.




(In thousands)

32 (Continued)

(9) Long-Term Debt

Long-term debt is as follows:

December 31

2018 2017

Long-term debt:

Economic Development Authority of the City of Newport

News, Virginia, Health System Refunding Revenue Bonds

Series 2011B $ 6,773 10,583

Economic Development Authority of the City of Newport News,

Virginia, Health System Revenue Bonds Series 2012 67,875 69,000


Virginia, Health System Revenue Bonds Series 2015A 100,000 100,000


Virginia, Health System Revenue Bonds Series 2015B 24,400 24,600

Siemens Financial Services, Inc. loan agreement 50,000 50,000

Industrial Development Authority of the City of Newport News,

Virginia, Health System Series 2017A 50,000 50,000


Virginia, Health System Revenue Bond Series 2017B 64,670 68,555

Christopher Newport University Warwick Medical finance

obligation 9,212 9,591

Other 20 30

372,950 382,359

Plus unamortized premium based on imputed interest rate

of 3.38% 1,328 1,386

Less unamortized debt issuance costs 2,738 2,916

Less current portion of long-term debt 9,646 9,263

Total long-term debt $ 361,894 371,566

Borrowings under line of credit:

PNC line of credit $ 17,658 18,197

The Economic Development Authority of the City of Newport News, Virginia, Health System Refunding

Revenue Bonds Series 2011B were issued on December 20, 2011 to refund the Peninsula Ports Authority

Revenue and Refunding Bonds Series 1998. Interest rate on the 2011B series was fixed at 2.43%, with maturities through July 1, 2021.

The Economic Development Authority of the City of Newport News, Virginia, Health System Revenue

Bonds (Riverside Health System) Series 2012 were issued on December 20, 2012 for $75,000. The

proceeds of the bonds were used to reimburse the borrower, Riverside Hospital, Inc., for the construction of




(In thousands)

33 (Continued)

the new surgical pavilion for the medical center. The interest rate was fixed at 2.30% with maturities through July 1, 2042.

The Economic Development Authority of the City of Newport News, Virginia, Health System Revenue

Bonds (Riverside Health System) Series 2015A and Series 2015B were issued on July 22, 2015 for

$100,000 and $25,000, respectively. The interest rates were fixed at 5.33% and 3.09%, respectively, with maturities through July 1, 2045 and July 1, 2030, respectively.

On June 28, 2017, Riverside Health System entered into a $50,000 taxable loan agreement. The interest rate on the taxable loan was fixed at 4.30% with maturities through July 1, 2037.

The Industrial Development Authority of the City of Newport News, Virginia, Health System Series 2017A

tax-exempt bonds were issued on August 18, 2017 for $50,000. The interest rate was fixed at 5.00% with maturities through July 1, 2046.

The Economic Development Authority of the City of Newport News, Virginia, Health System Refunding

Revenue Bonds Series 2017B were issued on September 7, 2017 to refund the Economic Development

Authority of Newport News Virginia Health System Refunding Revenue Bonds Series 2011A and Series

2011C. The 2017B bonds were issued for $68,555 with a variable rate ranging from 2.60% to 3.27% during 2018, with maturities through July 1, 2037.

On December 20, 2013, Riverside Health System entered into a $20,000 revolving line of credit with PNC

Bank, National Association for the purpose of financing the System’s general short-term working capital

needs. On December 19, 2014, the maximum principal amount of the line of credit was increased from

$20,000 to $25,000. On October 27, 2016, the line of credit maximum was increased from $25,000 to

$35,000. The line of credit bears interest at a rate per annum equal to London Interbank Offered Rate plus

0.50%, with a maturity date of September 29, 2019. As of December 31, 2018, $17,658 has been drawn against the line of credit; the interest rate at December 31, 2018 was 3.00%.

The System is subject to a debt service coverage ratio and days cash on hand requirements and credit

ratio of unrestricted cash and investments to the outstanding principal amount and certain restrictions and

limitations with respect to the incurrence of indebtedness, consolidation and merger, transfer of assets, and addition and withdrawal of entities to or from the System.

Scheduled maturities of debt, as described above, are as follows:

2019 $ 9,646

2020 8,404

2021 7,051

2022 9,323

2023 9,376

Thereafter 329,150

Total $ 372,950




(In thousands)

34 (Continued)

The System entered into an interest rate swap agreement with Deutsche Bank with a notional amount of

$63,700 to hedge against interest rate risk. The trade date of the interest rate swap is October 3, 2008, and

the effective date is October 3, 2008. The interest rate is fixed at 3.53%, and the termination date of the interest rate swap agreement is July 1, 2037.

On December 30, 2013, Riverside Healthcare Association, Inc. entered into a Deed of Lease with CNU

Office Park, LLC with Riverside Healthcare Association, Inc. as the tenant and CNU Office Park, LLC as

the landlord. The 20-year lease expires December 30, 2033 and creates an outstanding liability at

December 31, 2018 of $9,212 for the System ($9,591 at December 31, 2017). Riverside will continue its

involvement in the property and continue operation of the facilities; therefore, no sale is recognized on the property, and the lease is treated as a financing lease. The implicit interest rate of the financing is 5.58%.

Future payments under the Deed of Lease at December 31, 2018 are as follows:

2019 $ 905

2020 905

2021 905

2022 905

2023 905

2024–2034 9,125

13,650

Less interest (4,438)

Financing lease obligation

current $401 and

noncurrent $8,811 $ 9,212

In conjunction with the Deed of Lease, the System will receive payments related to subleases from

unrelated tenants. The minimum future payments under the subleases at December 31, 2018 are as follows:

2019 $ 69

2020 69

2021 69

2022 69

2023 69

2024–2025 61

Lease rentals (current $69

and noncurrent $337) $ 406




(In thousands)

35 (Continued)

(10) Leases

The System has entered into certain capital leases for property. Future payments under the leases at December 31, 2018 are as follows:

2019 $ 2

2

Less interest and other costs —

Lease obligations (current $2

and noncurrent $0) $ 2

The carrying value of capitalized assets at December 31, 2018 totaled approximately $138 net of accumulated amortization of approximately $136.

The System leases certain administrative and medical facilities, including its corporate offices and

equipment, under operating leases. Some of these lease agreements contain escalation clauses for

increases in real estate taxes and operating costs over base year amounts. These leases expire on various dates with renewal options available on many of these leases.

Future noncancelable minimum payments for leases are as follows:

2019 $ 20,233

2020 19,497

2021 17,794

2022 16,332

2023 15,326

Thereafter 109,199

Total minimum payments $ 198,381

Rent expense for all operating leases for the years ended December 31, 2018 and 2017 was approximately

$28,600 and $29,200, respectively, and has been included within services and other expenses in the accompanying consolidated statements of operations and changes in net assets.

During 1989, the System entered into a noncancelable capital lease for the property on which Riverside

Regional Medical Center is located. Total payments for the lease term are $5,000. This amount has been

recorded within other assets in the accompanying consolidated balance sheets and is being amortized over the 72-year term of the lease, which will expire on December 31, 2061.




(In thousands)

36 (Continued)

(11) Insurance Coverage

For claims made prior to May 1, 2003, the System maintained professional liability insurance coverage of

$500 per occurrence, $1,500 annual aggregate ($100 deductible per incident, up to a maximum of $300 for

total claims per year), and $20,000 for excess umbrella coverage with a reciprocal insurance company

(the Reciprocal), which insured the System and a coalition of other hospitals, physicians, and attorneys.

The Reciprocal experienced significant losses in 2001 and 2002, and its risk-based capital dropped below

specified levels, which resulted in the State Corporation Commission, Bureau of Insurance of the Commonwealth of Virginia placing the Reciprocal into receivership and subsequently liquidation.

Should the Reciprocal no longer be able to pay the claims of the System, the System would be uninsured

for the claims. Based on the information available, management, after consultation with legal counsel, does

not believe that the ultimate resolution of the claims under the policy with the Reciprocal will have a

material adverse effect on the consolidated financial statements. In response to the financial uncertainty

surrounding the Reciprocal, the System established MedInsur, a wholly owned captive insurance company,

effective May 1, 2003. For claims on and after May 1, 2003, the System maintains professional liability

insurance coverage of $2,300 per occurrence and $6,900 annual aggregate. In addition, the System has

obtained additional coverage from a commercial insurance company totaling $20,000 for excess umbrella

coverage. As of November 15, 2009, Shore Healthcare Services, Inc. was added to the System’s insurance coverage.

RMG maintains professional liability insurance coverage of $2,300 per occurrence and $6,900 annual aggregate for each physician through MedInsur and a commercial insurance company.

The System’s professional liability insurance coverage is on a claims-made basis. Should the claims-made

policy not be renewed or replaced with equivalent insurance, occurrences during its term, but asserted subsequently, will be uninsured.

The System accrues for the estimated ultimate cost of uninsured and self-insured asserted and unasserted

malpractice claims when incidents occur. At December 31, 2018 and 2017, the System had accrued

approximately $22,800 and $19,900, respectively, for claims associated with MedInsur. These claims are recorded in other liabilities on the consolidated balance sheets.

Effective January 1, 1994, the System is responsible for workers’ compensation claims of up to $300 per

loss event and an aggregate deductible of $7,000 per year. The System is fully insured for claims occurring

prior to January 1, 1994. The System has accrued for the estimated ultimate cost of reported and incurred

but not reported claims as of December 31, 2018 and 2017. At December 31, 2018 and 2017, the System

had accrued approximately $4,200 and $4,400, respectively. These claims are recorded in other liabilities on the consolidated balance sheets.

(12) Related-Party Transactions

The System has an investment at December 31, 2018 and 2017 of $115 and $354, respectively,

representing a 9.95% ownership in Newport News Town Center, LLC (NNTC), a real estate development

company. Two of the System’s board members are partners in entities that have an ownership interest in NNTC. The System does not lease space in property owned by NNTC.




(In thousands)

37

NNTC is a partner in other real estate development companies. NNTC and its related partnerships have

loans guaranteed by the System. At December 31, 2018 and 2017, the System guaranteed approximately

$1,500 and $1,600 of the loans, respectively. NNTC may require additional capital from its owners in the

event of construction cost overruns. The System expects no material liability related to these guarantees due to the remote likelihood that the System will be required to perform under the guarantees.

During 2018 and 2017, the System made payments for professional services of approximately $9,700 and $17,500, respectively, to entities that are affiliated with a member of the System’s board of directors.

(13) Concentration of Credit Risk

The System grants credit without collateral to its patients, most of whom are local residents and are insured

under third-party payor agreements. The mix of receivables from patients and third-party payors is as follows:

December 31

2018 2017

Medicare (including Medicare Advantage) 34% 40%

Medicaid (including Medicaid HMO) 10 11

Blue Cross (including Blue Cross HMO) 14 14

Commercial and other insured 20 20

Self-pay 22 15

100% 100%

(14) Subsequent Events

The System has evaluated events through March 29, 2019, which is the date the consolidated financial statements were available for issuance, and determined that there are no other items to disclose.


Consolidating Balance Sheet

December 31, 2018

(In thousands)

Eliminations ofMembers of intercompany

the obligated Other and jointAssets group entities ventures Total

Current assets:Cash and cash equivalents $ 26,630 2,217 — 28,847 Accounts receivable, net of allowances 174,615 22,636 — 197,251 Due from affiliates 284,343 — (284,343) — Due from third-party payors 13,120 4,536 (342) 17,314 Other receivables 9,062 5,083 1,650 15,795 Other current assets 32,071 5,031 (4,847) 32,255

Total current assets 539,841 39,503 (287,882) 291,462

Designated investments – bond proceeds 32,644 — — 32,644 Designated investments 293,854 44,652 (11,302) 327,204 Land, buildings, and equipment, net 724,891 158,938 — 883,829 Other assets 47,461 376 (2,973) 44,864

Total assets $ 1,638,691 243,469 (302,157) 1,580,003


Current liabilities:Accounts payable $ 53,671 7,894 650 62,215 Accrued liabilities 53,577 5,017 — 58,594 Borrowings under line of credit 17,658 — — 17,658 Current portion of long-term debt and obligations under

capital leases 9,648 — — 9,648 Due to affiliates — 284,343 (284,343) — Due to third-party payors 342 — (342) — Other current liabilities 22,950 417 — 23,367

Total current liabilities 157,846 297,671 (284,035) 171,482

Deferred revenue 58,501 5,455 (4,847) 59,109 Long-term debt, less current portion 361,874 20 — 361,894 Obligations under capital leases, less current portion — — — — Pension and postretirement obligations 177,032 — — 177,032 Other liabilities 43,491 24,094 — 67,585

Total liabilities 798,744 327,240 (288,882) 837,102

Net assets:Without donor restrictions 837,366 (95,565) (18,053) 723,748 Noncontrolling interest — — 4,778 4,778

Total without donor restrictions 837,366 (95,565) (13,275) 728,526

With donor restrictions 2,581 11,794 — 14,375

Total net assets 839,947 (83,771) (13,275) 742,901

Total liabilities and net assets $ 1,638,691 243,469 (302,157) 1,580,003

The ”Members of the Obligated Group“ consists of Riverside Hospital, Inc., Riverside Middle Peninsula Hospital, Inc., RiversideTappahannock Hospital, Inc., Patrick Henry Hospital, Inc., Riverside Healthcare Services, Inc., Riverside Healthcare Foundation, Inc.,Riverside Management Services, Inc., The Rehabilitation Institute of Virginia, Inc., Riverside Wellness and Fitness Centers, Inc. RiversideRetirement Services, Inc., Riverside Convalescent Centers, Inc., Newport News General and Nonsectarian Hospital Association, Inc.,Riverside Medical Equipment Company, Inc., Riverside Physician Services, Inc., and Patriots Colony, Inc.

See accompanying independent auditors’ report.

38


Consolidating Statement of Operations and Changes in Net Assets

Year ended December 31, 2018

(In thousands)


the obligated Other and jointgroup entities ventures Total

Changes in net assets without donor restrictions:Net patient revenues $ 1,038,439 174,884 (1,771) 1,211,552 Provision for bad debts (67,062) (11,812) — (78,874)

Net patient service revenues less provision forbad debts 971,377 163,072 (1,771) 1,132,678

Other revenues 126,637 31,242 (57,662) 100,217 Net assets released from restrictions 2,050 36 — 2,086

Total operating revenues 1,100,064 194,350 (59,433) 1,234,981

Expenses:Salaries and benefits 611,533 71,597 (10,954) 672,176 Services and other 187,050 81,552 (46,161) 222,441 Supplies 209,459 28,357 (19) 237,797 Depreciation and amortization 67,371 11,285 (12) 78,644 Interest 5,782 591 (590) 5,783

Total expenses 1,081,195 193,382 (57,736) 1,216,841

Operating income (loss) 18,869 968 (1,697) 18,140

Nonoperating gains and losses:Investment (loss) gain, including realized and unrealized

gains and losses (16,053) (927) — (16,980) Net gain (loss) on sale of business sub units 837 (1,007) — (170) Net periodic pension costs other than service costs (6,604) — — (6,604) Gain from sale of assets 711 14 — 725

Total nonoperating loss, net (21,109) (1,920) — (23,029)

Deficiency of revenues, gains, and othersupport over expenses and losses (2,240) (952) (1,697) (4,889)

Noncontrolling interest — — (582) (582)

Deficiency of revenues, gains, and othersupport over expenses and lossesattributable to Riverside HealthcareAssociation (2,240) (952) (2,279) (5,471)

Change in fair value of financial instruments – interest rateswap agreements 1,704 — — 1,704

Change in plan assets and benefit obligations of pension andpostretirement plans 3,642 — — 3,642

Contribution of assets, net:Other — 325 — 325

Change in net assets without donorrestrictions 3,106 (627) (2,279) 200

Change in noncontrolling interests:Change in noncontrolling interests — — 582 582 Equity distribution Coastal Rehabilitation — (1,412) 720 (692) Acquisition of additional interest in Pace Charlottesville (82) 7,726 (3,857) 3,787 Other — — (43) (43)

Change in noncontrolling interests (82) 6,314 (2,598) 3,634

39 (Continued)


Consolidating Statement of Operations and Changes in Net Assets


(In thousands)


the obligated Other and jointgroup entities ventures Total

Changes in net assets with donor restrictions:(Distributions)/contributions $ (349) 4,779 — 4,430 Net assets released from restrictions (2,050) (36) — (2,086)

Change in net assets with donor restrictions (2,399) 4,743 — 2,344

Total change in net assets 625 10,430 (4,877) 6,178

Net assets, beginning of year 839,322 (94,201) (8,398) 736,723

Net assets, end of year $ 839,947 (83,771) (13,275) 742,901

The “Members of the Obligated Group” consists of Riverside Hospital, Inc., Riverside Middle Peninsula Hospital, Inc., RiversideTappahannock Hospital, Inc., Patrick Henry Hospital, Inc., Riverside Healthcare Services, Inc., Riverside Healthcare Foundation, Inc.,Riverside Management Services, Inc., The Rehabilitation Institute of Virginia, Inc., Riverside Wellness and Fitness Centers, Inc. RiversideRetirement Services, Inc., Riverside Convalescent Centers, Inc., Newport News General and Nonsectarian Hospital Association, Inc.,Riverside Medical Equipment Company, Inc., Riverside Physician Services, Inc., and Patriots Colony, Inc.


40


Consolidating Balance Sheet with Lifelong Health and Aging-Related Services Divisional Detail

December 31, 2018

(In thousands)

Riverside Retirement Services, Inc. Other entitiesInvestment in All Other Total

Riverside Consolidated Charlottesville Francis N. Riverside RiversideRetirement Riverside Area Sanders Healthcare Healthcare

Warwick Choose RHS Services Retirement Retirement Sanders Nursing Patriots Association, Association,Assets Forest Home PACE Subsidiaries Services, Inc. Services, Inc. Common, Ltd. Home, Inc. Colony, Inc. Inc. Eliminations Inc.

Current assets:Cash and cash equivalents $ 50 208 (374) — (116) — 1 (2) 673 28,291 — 28,847 Accounts receivable, net of allowances 75 5 (97) — (17) — 11 594 826 195,837 — 197,251 Due from affiliates 41,175 162 (65,494) — (24,157) (938) 42 (14,516) 5,367 — 34,202 — Due from third-party payors 245 — — — 245 — — 51 3 17,015 — 17,314 Other receivables 1,399 9 1,095 (4,639) (2,136) 704 (1,749) 1,698 2,496 48,984 (34,202) 15,795 Other current assets 23 13 — — 36 — 5 11 37 32,166 — 32,255

Total current assets 42,967 397 (64,870) (4,639) (26,145) (234) (1,690) (12,164) 9,402 322,293 — 291,462

Designated investments – bond proceeds — — — — — — — — — 32,644 — 32,644 Designated investments 21,473 500 — 316 22,289 — — — 72,124 232,791 — 327,204 Land, buildings, and equipment, net 25,703 33 7 — 25,743 — 1,579 9,278 58,043 789,186 — 883,829 Other assets — — — — — — — — — 44,864 — 44,864

Total assets $ 90,143 930 (64,863) (4,323) 21,887 (234) (111) (2,886) 139,569 1,421,778 — 1,580,003


Current liabilities:Accounts payable $ 208 1 4,273 — 4,482 424 94 113 464 56,638 — 62,215 Accrued liabilities 288 12 5 — 305 — 72 135 1,485 56,597 — 58,594 Borrowings under line of credit — — — — — — — — — 17,658 — 17,658 Current portion of long-term debt and

obligations under capital leases 191 — — — 191 — — — 1,535 7,922 — 9,648 Due to third-party payors — — — — — — — — — — — — Other current liabilities 1,903 300 46 — 2,249 — 58 1 5,591 15,468 — 23,367

Total current liabilities 2,590 313 4,324 — 7,227 424 224 249 9,075 154,283 — 171,482

Deferred revenue 18,993 2,035 962 — 21,990 500 — — 34,360 2,259 — 59,109 Long-term debt, less current portion 212 — — — 212 — — — 13,410 348,272 — 361,894 Obligations under capital leases, less

current portion — — — — — — — — — — — — Pension and postretirement obligations — — — — — — — — — 177,032 — 177,032 Other liabilities — — — — — — — 50 13 67,522 — 67,585

Total liabilities 21,795 2,348 5,286 — 29,429 924 224 299 56,858 749,368 — 837,102

Net assets:Without donor restrictions 68,040 (1,418) (70,154) (4,323) (7,855) (1,158) (335) (3,185) 82,711 653,570 — 723,748 Noncontrolling interest — — — — — — — — — 4,778 — 4,778

Total without donor restrictions 68,040 (1,418) (70,154) (4,323) (7,855) (1,158) (335) (3,185) 82,711 658,348 — 728,526

With donor restrictions 308 — 5 — 313 — — — — 14,062 — 14,375

Total net assets 68,348 (1,418) (70,149) (4,323) (7,542) (1,158) (335) (3,185) 82,711 672,410 — 742,901

Total liabilities and net assets $ 90,143 930 (64,863) (4,323) 21,887 (234) (111) (2,886) 139,569 1,421,778 — 1,580,003


41


Consolidating Statement of Operations with Lifelong Health and Aging-Related Services Divisional Detail


(In thousands)



Warwick Choose RHS Services Retirement Retirement Sanders Nursing Patriots Association, Association,Forest Home PACE Subsidiaries Services, Inc. Services, Inc. Common, Ltd. Home, Inc. Colony, Inc. Inc. Eliminations Inc.

Changes in net assets without donor restrictions:Net patient service revenues $ — — — — — — — — — 1,115,472 (20,763) 1,094,709 Long-term care revenues 6,505 — 28,722 — 35,227 9,653 1,423 5,794 10,258 54,488 — 116,843 Provision for bad debts 29 — (514) — (485) (115) — (34) (20) (78,220) — (78,874)

Net patient service revenue less provision forbad debts 6,534 — 28,208 — 34,742 9,538 1,423 5,760 10,238 1,091,740 (20,763) 1,132,678

Other revenues 8,508 805 19 64 9,396 — 391 25 13,137 495,595 (418,327) 100,217 Net assets released from restrictions — — — — — — — — — 2,086 — 2,086

Total operating revenues 15,042 805 28,227 64 44,138 9,538 1,814 5,785 23,375 1,589,421 (439,090) 1,234,981

Expenses:Salaries and benefits 5,370 154 10,232 — 15,756 2,690 905 3,079 8,929 733,423 (92,606) 672,176 Services and other 4,716 528 15,944 — 21,188 6,335 810 1,637 7,846 521,984 (337,359) 222,441 Supplies 1,697 64 2,844 — 4,605 333 78 797 2,697 229,499 (212) 237,797 Depreciation and amortization 2,893 11 392 — 3,296 84 131 681 3,033 71,559 (140) 78,644 Interest 13 — — — 13 98 — 492 470 13,483 (8,773) 5,783

Total expenses 14,689 757 29,412 — 44,858 9,540 1,924 6,686 22,975 1,569,948 (439,090) 1,216,841

Operating income (loss) 353 48 (1,185) 64 (720) (2) (110) (901) 400 19,473 — 18,140

Nonoperating gains and losses:Investment (loss) gain, including realized and unrealized

gains and losses (1,545) (39) — — (1,584) — — — (6,083) (9,313) — (16,980) Net gain (loss) on sale of business sub units — — 3,052 — 3,052 (1,157) — — — (2,065) — (170) Net periodic pension costs other than service costs — — — — — — — — — (6,604) — (6,604) Gain from sale of assets — — — — — — — — — 725 — 725

Total nonoperating gains, net (1,545) (39) 3,052 — 1,468 (1,157) — — (6,083) (17,257) — (23,029)

(Deficiency) excess of revenues, gains, and othersupport over expenses and losses (1,192) 9 1,867 64 748 (1,159) (110) (901) (5,683) 2,216 — (4,889)

Noncontrolling interest — — — — — — — — — (582) — (582)

(Deficiency) excess of revenues, gains, and othersupport over expenses and lossesattributable to Riverside HealthcareAssociation, Inc. $ (1,192) 9 1,867 64 748 (1,159) (110) (901) (5,683) 1,634 — (5,471)


42


Consolidating Balance Sheet with Lifelong Health and Aging-Related Services Divisional Detail

December 31, 2017

(In thousands)



Warwick Choose RHS Services Retirement Retirement Sanders Nursing Patriots Association, Association,Assets Forest Home PACE Subsidiaries Services, Inc. Services, Inc. Common, Ltd. Home, Inc. Colony, Inc. Inc. Eliminations Inc.

Current assets:Cash and cash equivalents $ (292) 209 283 — 200 146 73 149 1,312 15,517 — 17,397 Accounts receivable, net of allowances 63 (221) 793 — 635 146 304 361 528 216,672 — 218,646 Due from affiliates 21,247 347 (31,825) — (10,231) (7,729) (1,265) (12,742) (2,451) — 34,418 — Due from third-party payors 142 — — — 142 52 — 45 3 3,678 — 3,920 Other receivables 921 14 647 (658) 924 — (1,013) 968 938 39,711 (34,418) 7,110 Other current assets 44 9 108 — 161 37 5 11 37 28,704 — 28,955

Total current assets 22,125 358 (29,994) (658) (8,169) (7,348) (1,896) (11,208) 367 304,282 — 276,028

Designated investments – bond proceeds — — — — — — — — — 84,676 — 84,676 Designated investments 23,035 — — (3,650) 19,385 — — — 94,981 217,319 — 331,685 Land, buildings, and equipment, net 26,582 44 1,381 — 28,007 357 1,674 9,623 46,061 740,871 — 826,593 Other assets — — — — — — — — 43 44,834 — 44,877

Total assets $ 71,742 402 (28,613) (4,308) 39,223 (6,991) (222) (1,585) 141,452 1,391,982 — 1,563,859


Current liabilities:Accounts payable $ 264 — 2,610 — 2,874 627 29 445 2,291 64,279 — 70,545 Accrued liabilities 261 11 517 — 789 110 63 114 1,402 48,112 — 50,590 Borrowings under line of credit — — — — — — — — — 18,197 — 18,197 Current portion of long-term debt and

obligations under capital leases 186 — — — 186 — — — 1,535 7,572 — 9,293 Due to third-party payors — — — — — — — — — 4,123 — 4,123 Other current liabilities 2,056 7 — — 2,063 — 13 31 5,393 21,653 — 29,153

Total current liabilities 2,767 18 3,127 — 5,912 737 105 590 10,621 163,936 — 181,901

Deferred revenue 19,122 1,811 — — 20,933 — 8 — 27,469 1,813 — 50,223 Long-term debt, less current portion 403 — — — 403 — — — 14,945 356,218 — 371,566 Obligations under capital leases, less

current portion — — — — — — — — — 3 — 3 Pension and postretirement obligations — — — — — — — — — 159,595 — 159,595 Other liabilities — — — — — — — — 13 63,835 — 63,848

Total liabilities 22,292 1,829 3,127 — 27,248 737 113 590 53,048 745,400 — 827,136

Net assets:Without donor restrictions 49,113 (1,427) (31,745) (4,308) 11,633 (7,728) (335) (2,175) 88,404 633,749 — 723,548 Noncontrolling interest — — — — — — — — — 1,144 — 1,144

Total without donor restrictions 49,113 (1,427) (31,745) (4,308) 11,633 (7,728) (335) (2,175) 88,404 634,893 — 724,692

With donor restrictions 337 — 5 — 342 — — — — 11,689 — 12,031

Total net assets 49,450 (1,427) (31,740) (4,308) 11,975 (7,728) (335) (2,175) 88,404 646,582 — 736,723

Total liabilities and net assets $ 71,742 402 (28,613) (4,308) 39,223 (6,991) (222) (1,585) 141,452 1,391,982 — 1,563,859


43


Consolidating Statement of Operations with Lifelong Health and Aging-Related Services Divisional Detail


(In thousands)



Warwick Choose RHS Services Retirement Retirement Sanders Nursing Patriots Association, Association,Forest Home PACE Subsidiaries Services, Inc. Services, Inc. Common, Ltd. Home, Inc. Colony, Inc. Inc. Eliminations Inc.

Changes in net assets without donor restrictionsNet patient service revenues $ — — — — — — — — — 1,088,187 (25,452) 1,062,735 Long-term care revenues 6,607 — 40,380 — 46,987 10,096 1,552 5,686 9,444 59,900 — 133,665 Provision for bad debts (14) — (758) — (772) (180) — (12) (72) (84,823) — (85,859)

Net patient service revenue less provision forbad debts 6,593 — 39,622 — 46,215 9,916 1,552 5,674 9,372 1,063,264 (25,452) 1,110,541

Other revenues 8,378 544 69 (454) 8,537 — 356 23 12,223 483,089 (424,813) 79,415 Net assets released from restrictions — — — — — — — — — 19 — 19

Total operating revenues 14,971 544 39,691 (454) 54,752 9,916 1,908 5,697 21,595 1,546,372 (450,265) 1,189,975

Expenses:Salaries and benefits 5,303 184 14,977 — 20,464 2,883 870 3,052 8,234 730,068 (95,785) 669,786 Services and other 4,742 559 20,883 — 26,184 6,505 846 1,562 7,612 530,266 (348,299) 224,676 Supplies 1,443 11 3,922 — 5,376 1,137 73 822 2,538 218,396 (345) 227,997 Depreciation and amortization 2,774 14 573 — 3,361 118 106 695 2,249 74,004 (141) 80,392 Interest 16 — — — 16 192 — 428 357 10,089 (5,695) 5,387

Total expenses 14,278 768 40,355 — 55,401 10,835 1,895 6,559 20,990 1,562,823 (450,265) 1,208,238

Operating income (loss) 693 (224) (664) (454) (649) (919) 13 (862) 605 (16,451) — (18,263)

Nonoperating gains and losses:Investment gain, including realized and unrealized

gains and losses 1,525 — — — 1,525 — — — 5,696 14,891 — 22,112 Net periodic pension costs other than service costs — — — — — — — — — (2,685) — (2,685) Gain from sale of assets — — — — — — — — (116) 1,147 — 1,031

Total nonoperating gains, net 1,525 — — — 1,525 — — — 5,580 13,353 — 20,458

Excess (deficit) of revenues, gains, and othersupport over expenses and losses 2,218 (224) (664) (454) 876 (919) 13 (862) 6,185 (3,098) — 2,195

Noncontrolling interest — — — — — — — — — 792 — 792

Excess (deficit) of revenues, gains, and othersupport over expenses and lossesattributable to Riverside HealthcareAssociation, Inc. $ 2,218 (224) (664) (454) 876 (919) 13 (862) 6,185 (2,306) — 2,987


44

Documents

2019 Disclosure Statement - State Corporation Commission · DISCLOSURE STATEMENT The filing of this disclosure statement with the State Corporation Commission does not constitute