Orchard Cove Inc.

“Description of classes of members or stockholders hebrew seniorlife, inc. Is the sole member of the organization. Form 990, part vi, line 7a description of classes of persons and the nature of their rights. The hebrew seniorlife board chair appoints the members of the orchard cove, inc. Board of directors with the advice and consent of the hebrew seniorlife board members.”

“DESCRIPTION OF CLASSES OF PERSONS, DECISIONS REQUIRING APPROVAL & TYPE OF VOTING RIGHTS decisions involving major changes in organization, debt placement, sale of assets, etc. are also subject to approval by hebrew seniorlife, inc.'s board. ULTIMATEly, GOVERNANCE OF THE CORPORATION RESTS WITH THE BOARD OF DIRECTORS OF THE COMPANY'S SOLE CORPORATE MEMBER, HEBREW SENIORLIFE, INC. FORM 990, PART VI, LINE 11 DESCRIBE THE PROCESS USED BY MANAGEMENT &/OR GOVERNING BODY TO REVIEW 990 PREPARATION OF THE FORM 990 BEGINS INTERNALLY WITH HEBREW SENIORLIFE STAFF AND ERNST & YOUNG PREPARING THE FORM WITH INPUT PROVIDED BY HEBREW SENIORLIFE. ALL FORMS 990 AND 990T OF THE AFFILIATES OF HEBREW SENIORLIFE, INC. (HSL IS THE SOLE CORPORATE MEMBER OF EACH AFFILIATE) WILL BE REVIEWED PRIOR TO FILING BY THE AUDIT COMMITTEE OF HEBREW SENIORLIFE, INC. SUBSEQUENT TO SUCH REVIEW AND PRIOR TO FILING COPIES WILL BE PROVIDED TO THE APPROPRIATE GOVERNING BOARD OF DIRECTORS FOR EACH AFFILIATE. THE GOVERNING BOARDS WILL HAVE 5 DAYS TIME IN WHICH TO VIEW THE FULL RETURNS PRIOR TO THEIR FILING.”

“DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST THE BOARD OF ORCHARD COVE, INC. VOTED TO ADOPT THE HEBREW SENIORLIFE CONFLICT OF INTEREST POLICY. MONITORING AND DEALING WITH POTENTIAL OR ACTUAL CONFLICTS INDIVIDUALS COVERED UNDER THE CONFLICT OF INTEREST POLICY HAVE AN AFFIRMATIVE DUTY TO DISCLOSE THE EXISTENCE OR POSSIBILITY OF A CONFLICT OF INTEREST AND SHALL BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE HEBREW SENIORLIFE CONFLICTS COMMITTEE. THE ORGANIZATION'S CONFLICT OF INTEREST POLICY PROVIDES THAT ANNUALLY, EACH COVERED PERSON SHALL SIGN A STATEMENT AFFIRMING THAT SUCH PERSON RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY, READ AND UNDERSTANDS THE POLICY AND AGREES TO COMPLY WITH THE POLICY. THE SIGNED STATEMENT AFFIRMS THAT THE PERSON UNDERSTANDS ORCHARD COVE IS A CHARITABLE ORGANIZATION AND THAT IN ORDER TO MAINTAIN ITS TAX-EXEMPT STATUS, ORCHARD COVE MUST ENGAGE IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES. WHO IS COVERED THE CONFLICT OF INTEREST POLICY COVERS ALL DIRECTORS, OFFICERS, MEMBERS OF COMMITTEES WITH BOARD DELEGATED POWERS, PERSONS SERVING IN SENIOR STAFF POSITIONS OUTLINED IN AN EXHIBIT ATTACHED TO THE CONFLICT OF INTEREST POLICY, AND ANY OTHER PERSON WHO IS IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER THE AFFAIRS OF ANY OF THE ORGANIZATION OR ANY OF ITS AFFILIATES. LEVEL AT WHICH DETERMINATIONS OF CONFLICT ARE MADE AND WHICH ACTUAL CONFLICTS ARE REVIEWED tHE HEBREW SENIORLIFE CONFLICTS COMMITTEE IS RESPONSIBLE FOR DETERMINING IF A CONFLICT OF INTEREST EXISTS AND EVALUATING WHETHER THE ORGANIZATION CAN OBTAIN WITH REASONABLE EFFORTS A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT FROM A TRANSACTION THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. THE CONFLICTS COMMITTEE REPORTS ITS FINDINGS TO THE BOARD OF DIRECTORS WHO ARE RESPONSIBLE FOR MAKING A FINAL DETERMINATION ON THE CONFLICT. RESTRICTIONS ON CONFLICTED PERSONS ALL COVERED PERSONS ARE RESTRICTED FROM ENTERING INTO A TRANSACTION WITHOUT DISCLOSING THE ACTUAL OR POTENTIAL CONFLICT TO THE HEBREW SENIORLIFE CONFLICT COMMITTEE AND OBTAINING APPROVAL OF THE BOARD OF DIRECTORS. COVERED PERSONS WITH A CONFLICT MUST LEAVE THE ROOM WHEN TRANSACTIONS GIVING RISE TO THE CONFLICT ARE UNDER DISCUSSION BY THE BOARD OF DIRECTORS. FORM 990, PART VI, LINE 13 & 14 WHISTLEBLOWER AND DOCUMENT RETENTION AND DESTRUCTION POLICIES THE BOARD OF ORCHARD COVE, INC. VOTED TO ADOPT THE HEBREW SENIORLIFE, INC. WHISTLEBLOWER AND DOCUMENT RETENTION AND DESTRUCTION POLICIES.”

“OFFICES & POSITIONS FOR WHICH PROCESS WAS USED, & YEAR PROCESS WAS BEGUN THE COMPENSATION COMMITTEE OF THE HEBREW SENIORLIFE BOARD, WITH THE ASSISTANCE OF data provided by an INDEPENDENT, EXPERT CONSULTANTS, HAS REVIEWED THE PRESIDENT/CEO'S TOTAL COMPENSATION AND THE COMPENSATION OF ALL OFFICERS AND KEY EMPLOYEES AS WELL AS HIGHLY COMPENSATED EMPLOYEES (>$150,000) OF HSL AND ITS AFFILIATES. THE FULL HSL BOARD FURTHER REVIEWED AND APPROVED THE COMPENSATION OF THE HIGHLY COMPENSATED EMPLOYEES OF HSL AND ITS AFFILIATES. the review and approval procedures outlined above were last completed in 2015. ALL OF THESE COMMITTEE MEMBERS ARE INDEPENDENT DIRECTORS. INDEPENDENT CONSULTANTS WERE HIRED BY THE COMPENSATION COMMITTEE AND ASSISTED WITH THE COMPENSATION REVIEW. DOCUMENTATION AND RECORDS OF COMPENSATION COMMITTEE MEETINGS ARE MAINTAINED WITH RESPECT TO DELIBERATIONS AND COMPENSATION DECISIONS.”

“Availability of governing documentss, conflict of interest policy, & financial statements to general public the organization's tax returns are available at guidestar. Governing documents are available at the commonwealth of massachusetts' website. The tax returns, conflict of interest policy, and financial statements are also available upon request at the offices of hsl at 1200 centre st. Boston, ma 02131 or by telephone and e-mail.”

“ORGANIZATION'S MISSION OR MOST SIGNIFICANT ACTIVITES (CONT'D) SAFETY, SECURITY AND HEALTHCARE OPTIONS. FORM 990, PART I, LINE 22 DESCRIPTION OF NEGATIVE ASSETS AT SEPTEMBER 30, 2016, ORCHARD COVE, INC. HAD A NEGATIVE ACCUMULATED NET ASSET BALANCE OF $(82,324,041). ORCHARD COVE, INC. OPERATES A CONTINUING CARE RETIREMENT COMMUNITY (CCRC). IT IS THE NATURE OF CCRC ORGANIZATIONS TO HAVE NEGATIVE NET ASSET BALANCES BECAUSE OF THE NATURE OF THEIR FINANCING. WHEN NEW RESIDENTS MOVE INTO A CCRC, THEY PAY ENTRANCE FEE THAT IS 50-90% (GENERALLY 90%) REFUNDABLE AT THE TERMINATION OF THE CONTRACT. THE CCRC HOLDS THOSE FUNDS IN ITS RESERVES AND RECORDS A LIABILITY FOR BOTH THE REFUNDABLE AND THE NON-REFUNDABLE PORTIONS OF THE ENTRANCE FEE. THE NON-REFUNDABLE PORTION OF THE ENTRANCE FEE IS THEN AMORTIZED INTO INCOME BASED ON THE EXPECTED REMAINING ACTUARIAL LIFE OF THE RESIDENT. REFUNDABLE AMOUNTS ARE PAID TO THE PREVIOUS RESIDENT AFTER THEIR UNIT HAS BEEN RE-OCCUPIED BY A NEW RESIDENT. THE BUSINESS MODEL FOR CCRCS TREATS THESE ENTRANCE FEES AS THE EQUITY CONTRIBUTION OF EACH OF THE RESIDENTS IN THE PROJECT. REFUNDABLE ENTRANCE FEES TURN OVER BUT ARE NOT AMORTIZED OR OTHERWISE PAID DOWN. HOWEVER, BECAUSE THE "EQUITY" CONTRIBUTION FROM AN INDIVIDUAL RESIDENT IS NOT PERMANENT AND IS REPAYABLE FROM THE PROCEEDS OF THE ENTRANCE FEE FROM THE SUBSEQUENT RESIDENT, ACCOUNTING RULES REQUIRE THAT THESE AMOUNTS BE SHOWN AS LIABILITIES. AT 9/30/16 ORCHARD COVE, INC. HAD LIABILITIES ON ITS BALANCE SHEET OF $93,878,322 AND $8,088,765 FOR REFUNDABLE AND NON-REFUNDABLE ENTRANCE FEES, RESPECTIVELY. THESE LIABILITIES DO NOT IMPACT CASH FLOWS OR COVENANT CALCULATIONS ON EXISTING CREDITOR AGREEMENTS FOR ORCHARD COVE, INC. FORM 990, PART III, LINE 1 ORGANIZATION'S MISSION CONT'D THE MISSION IS TO PROVIDE CONDITIONS THAT FOSTER INDEPENDENCE, HEALTH AND SECURITY FOR PERSONS 62 YEARS OF AGE AND OLDER. ORCHARD COVE, INC. ALSO HAS A WELLNESS CENTER FOR THE USE OF MEMBERS. FORM 990, PART III, LINE 4D DESCRIPTION OF OTHER PROGRAM SERVICES Other program services are those revenues and expenses associated with program services but not directly related to one of the two major categories of Independent & Assistance in Living or Healthcare Center. This may include services and/or costs related to the onsite Wellness Center or those so closely intermingled they cannot be accurately allocated.”

“Other changes in net assets or fund balances net change in value of assets held by hsl $14,656”