REQUEST FOR PROPOSALS SUNNYVIEW NURSING AND REHABILITATION CENTER

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1 REQUEST FOR PROPOSALS SUNNYVIEW NURSING AND REHABILITATION CENTER The County of Butler ("County") is requesting proposals for the sale of Sunnyview Nursing and Rehabilitation Center ("Sunnyview) located at 107 Sunnyview Circle Butler, PA 16001, in as is condition. Sunnyview is a 220 bed skilled nursing facility with a recently renovated Rehab Unit with 20 private rooms and a secured 36 bed Memory Unit. All areas are handicap accessible. It is situated on approximately 7.8 acres (Tax Parcel No ) is fully licensed by the State of Pennsylvania Department of Health, and is certified by Medicare and Medicaid. As part of the sale, a perpetual easement shall be established for the County across, over and through the property for the purpose of ingress, egress, regress to the Sunnyview parcel for the location, maintenance, repair, construction, and if necessary, reconstruction of the Butler County 911 EMS Tower which is located on the Sunnyview parcel. SUBMISSIONS SHALL BE MADE BY PROPOSALS IN BOTH HARD COPY AND PDF FORMAT. TERMS AND CONDITIONS: Sale Terms: The minimum acceptable purchase proposal is thirteen million and five hundred thousand dollars ($13,500,000). Only purchase proposals at or above $13,500,000 will receive consideration. Sunnyview will be sold to a single entity or multiple entities controlled by the same Proposer. All proposals must be submitted with a certified check in the amount of two hundred fifty thousand dollars ($250,000), payable to "The County of Butler" as an earnest money deposit. All Proposers will be required to provide evidence of sufficient assets to purchase the property. Sufficient evidence may include but is not limited to, copies of bank statements, firm lenders' commitments from reputable lending institutions, brokerage accounts in the names of the principals of the Proposer, or a combination of the aforementioned documents, evidencing sufficient liquid assets to close the transaction. Persons who have not presented such cash or certified check and who have not provided evidence of sufficient assets will not be permitted to make a proposal. The two hundred fifty thousand dollars ($250,000) proposal security will be returned to all Proposers, except for the successful Proposer, if any, upon the acceptance of a winning proposal by the County. The two hundred fifty thousand dollar ($250,000) deposit shall be applied to the successful Proposer's ultimate ten percent (10%) earnest money deposit. The County will only accept purchase proposals calling for an all cash purchase of the property. Full payment of the purchase price must be received within the time frames set in the subsequent contract for sale. The successful Proposer will be required to pay, by either cash or by certified check, a deposit equal to ten percent (10%) of the purchase price, less the initial two hundred fifty thousand dollar ($250,000) deposit within five business days of acceptance of the successful proposal and upon the execution of the contract of sale, with the balance to be paid by either cash or certified check at closing. Payments made will be nonrefundable, with the total deposit to be credited to the purchase price at closing. All Proposers must contact Marcus & Millichap Real Estate Investment Services, prior to submitting a proposal. Proposers may contact either Joshua T. Jandris at 0U

2 (773) or Mark L. Myers at (773) Proposal Submission and Due Date: 1. Proposals will be submitted in both hard copy and PDF form to: Attn: Joshua Jandris and Mark Myers Marcus & Millichap 8750 W. Bryn Mawr, Suite 650 Chicago, IL / (tel), 773/ (fax) 2. Proposals must reference the contact information for the firm submitting the proposal. and must reference: "RFP for Sunnyview Nursing and Rehabilitation Center". 3. Proposals must be submitted by December 13, 2013, at 5:00 PM EST. It is the Proposer's responsibility to assure proposals are received by Marcus & Millichap by the specified time. Property Information: Additional information regarding the property, including: Facility Information, Offering Materials, Due Diligence Information & Proposers Package, can be found at: https://liaison3.marcusmillichap.com/qisj9p6j Site Visits: Site visits will be held at the facility. Contact Joe Hoke at or for tour dates and times. THE SALE OF THE PREMISES SHALL INCLUDE BUT NOT BE LIMITED TO THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS: 1. The sale shall be "as is" and the County makes no guarantee/warranty as to the condition of the facility and land. 2. Any sale shall be subject to the final approval of the Butler County Commissioners. 3. Closing is by escrow. 4. The Proposer affirmatively covenants to maintain a licensed skilled nursing facility at the Nursing Home Real Property and the additional permitted uses thereon shall be limited to a geriatric center, long-term care or assisted living facility, continuing care retirement community or similar healthcare-related facility, with ancillary uses. These restrictions shall survive closing and shall not expire until December 31, The Proposer must agree to recognize as the collective bargaining representatives the existing unions at Sunnyview which are SEIU Healthcare Pennsylvania and SEIU, Local 668. { ) 2

3 6. The Proposer shall provide what current salary and benefit levels are provided employees in current operations owned by the Proposer. 7. What is the Proposer's experience, and what will it offer to the County, concerning issues such as staff training, relationships with family members, resident activities, enhancing resident and facility quality of life, etc.? 8. Preference to admission shall first be given to Butler County residents. Each proposal shall indicate how the Proposer plans to address future admissions policies. For example, what is its experience in other facilities with Medicaid admissions, residents with behavioral issues, etc.? What is its historical case mix? What is its history of dealing with short-term acute care and rehabilitation residents versus longer-term residents, and with Alzheimer's and dementia residents? What would the Proposer anticipate with regard to its admissions priorities if it buys Sunnyview? Buyer must set aside a minimum of 70% of the licensed Long-Term Care Facility beds to Medicaid payees for a period of not less than 10 years following Closing. 9. Sunnyview is currently engaged in a research project. The RAVEN (Reduce Avoidable Hospitalizations using Evidence-based Interventions for Nursing Facilities in Western Pennsylvania) project is established to avoid re-hospitalization within 30 days of discharge from a hospital. It is sponsored by CMS. This project provides a full-time nurse practitioner, INTERACT skill training for nurses and a tele-medicine cart to Sunnyview. The Proposer should explain its intentions regarding this ongoing project. 10. Sunnyview currently benefits from a volunteer organization, The Sunnyview Auxiliary. What experience does the Proposer have with such organizations at other facilities? How has the Proposer worked with such volunteer organizations to enhance residents' life, family experience or the physical plant itself? 11. Current residents at Sunnyview shall have the right to remain in the facility as long as they wish, so long as they are eligible to receive care at a SNF level of care. The Proposer agrees to comply with the federal OBRA regulations pertaining to safe and appropriate discharge of current residents. Past and previous experience with residents in other facilities owned by the Proposers shall be referenced. Proposers shall outline what commitments they propose to make to current residents and their families concerning coverage in a quality setting, and for what period of time (including how they have handled any similar purchase transitions in the past). To further demonstrate the Proposer's experience in the longterm care setting to serve elders, please provide Department of Health survey data for three years for your home/homes that demonstrates your commitment to quality and problem resolution. This should also be accompanied by CASPER aggregate data for two years (facility characteristics report and facility quality measures report). The Proposer is required to provide the most recent aggregate Medicare.gov State Rating for every facility in which the Proposer has a majority interest, including the star ratings for health inspections, staffing, and quality measures. 12. An issue of concern to the County in any potential sale is reduced public accountability for the operations of Sunnyview, and the related issues of how responsible or accountable { } 3

4 a new owner would be to the public. How will the Proposer address that issue, i.e., how will it propose to work with and be accountable to the community? Proposers are encouraged to comment on any innovations in resident/patient care with which they have current experience and which they might wish to consider implementing should they purchase Sunnyview. Additionally, Proposers will outline for the County, the plans they have to expand the types of care and services offered by the facility, including any additional expansion of the continuum with independent or assisted living, or the addition of various high acuity care services such as bariatric, wound care, head trauma, ventilator care, renal care, outpatient rehab, and how the Proposer has implemented such services at its other nursing facilities. The Proposer will demonstrate how it has worked synergistically with local health care providers (hospitals, doctors, and so forth) in the markets where they operate. The sale is subject to the County and Proposer complying with all municipal, County, State and Federal rules, regulations, mandates and laws, relative to the sale of the nursing home and relative to the present nursing home labor force and employees. As to a sale of Sunnyview, the County requires that there be no contingencies to closing except the Proposer having secured all appropriate licenses and necessary regulatory approvals to operate Sunnyview. To the extent there are contingencies to closing, those contingencies will count against the proposal, including any financing contingency. The County prefers that the successful Proposer demonstrate that it either has the entire purchase price in readily available liquid assets, or that it possesses committed financing from a lending institution sufficient to acquire Sunnyview The successful Proposer must be qualified under Pennsylvania Department of Health standards to operate a skilled nursing facility. This will be based on the Proposer's experience and the Proposer's financial statement. Proposer must submit proof of its ability to obtain all licenses and regulatory approvals necessary to operate the facility as it is currently being operated. The successful Proposer shall agree that once it is the owner of the real estate that makes up Sunnyview, even if the Proposer is entitled to a complete or partial real estate tax exemption for the property and the same is granted by the Board of Assessment Revision or by a Court on appeal, the Proposer shall still pay all taxing authorities payments in lieu of taxes in sums equal to the real estate tax which would have been due to each taxing authority, as if there were no exemption, until December 31,2024, being the end of the tax year The foregoing requirement to pay the taxing authorities the payments in lieu of taxes upon the entire property shall not prohibit the Proposer from filing assessment appeals as permitted by the Consolidated County Assessment Law seeking to challenge the fair market value of the real estate as determined by the assessment for the property and the common level ratio. This requirement to make payments in lieu of taxes to the taxing authorities until the end of the tax year 2024 shall be included in the deed from the County of Butler to the Purchaser and shall be binding upon any subsequent purchaser of the property until December 31,

5 18. The form Agreement of Sale which is attached hereto must be materially agreed to as a condition of purchase. 19. The County shall reserve and except from the sale of Sunnyview, all subsurface interest in and rights including but not limited to, all oil and natural gas and all hydrocarbons and byproducts thereof and all minerals of any kind or nature underlying the property. 20. The conveyance of title to Sunnyview Real Property shall be by Special Warranty Deed, which deed shall be subject to the Deed Restrictions (to be subsequently defined). 21. The County has established positive relationships with its vendors at Sunnyview. Many of these vendors employ County residents. The Proposer shall agree to first negotiate with established vendors to create cost competitive contracts for the balance of the term of the contracts for the vendor services. If the Proposer and an existing vendor cannot reach an agreement then the Proposer will be free to negotiate with other suppliers. FOR THE PURPOSES OF A COMPLETE AND COGENT BID SUBMISSION, INTERESTED PARTIES SHOULD USE THE ABOVE TERMS AND CONDITIONS AS AN OUTLINE FOR THEIR REQUEST FOR PROPOSAL. THE COUNTY OF BUTLER RESERVES THE RIGHT TO REJECT ALL PROPOSALS IN ITS SOLE DISCRETION AND/OR TO DETERMINE THAT NONE OF THE PROPOSALS ARE IN THE COUNTY'S BEST INTEREST, AND TO REISSUE A REQUEST FOR PROPOSALS. THE COUNTY ALSO RESERVES THE RIGHT TO NEGOTIATE SIMULTANEOUSLY WITH THE TWO HIGHEST BIDDERS. All proposals must include at least five (5) references, complete with contact name, address, telephone number, address and connection to the Proposer. The County reserves the right to also contact additional references not named by the Proposer. All Proposers should demonstrate to the County that the Proposer has the capability and resources to perform the requirements of this request, and that it has the integrity, experience and reliability to insure good faith performance in meeting the expectations of this request for proposal, should the Proposer's offer be accepted. { ) 5

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