FACILITY MANAGEMENT AGREEMENT
BETWEEN
[INSERT SUBSIDIARY]
AND
IHS FACILITY MANAGEMENT, INC.
DATED AS OF JUNE 23, 1998
FACILITY MANAGEMENT AGREEMENT
THIS FACILITY MANAGEMENT AGREEMENT (this "Agreement") made as of June 23,
1998 between [INSERT SUBSIDIARY] ("Owner"), having an office at 00000 Xxx Xxx
Xxxxxxxxx, Xxxxxx Xxxxx, Xxxxxxxx 00000, and IHS FACILITY MANAGEMENT, INC.
("Manager"), having an office at 00000 Xxx Xxx Xxxxxxxxx, Xxxxxx Xxxxx, Xxxxxxxx
00000.
INTRODUCTORY STATEMENT
Pursuant to a Master Lease, dated as of the date hereof (the "Master
Lease") between Monarch Properties, LP ("Lessor"), as lessor, and Lyric Health
Care Holdings III, Inc. ("Holdings"), as lessee, and a Sublease Agreement, dated
as of the date hereof (the "Sublease") between Holdings, as sublessor, and
Owner, as sublessee, Owner is the sublessee and operator of a health care
facility named [Insert Facility Name] located at [Insert Facility Address],
together with the equipment, furnishings, and other tangible personal property
to be used in connection therewith (the "Facility"). The Sublease contains
substantially the same provisions as the Master Lease except for provisions
concerning rent and other matters specific to the Facility. In this Agreement,
"Lease" means both the Master Lease and the Sublease as applicable to the
Facility.
As of the date hereof, Lyric Health Care LLC, the parent company of Owner
("Lyric"), and Manager have entered into an Amended and Restated Master
Management Agreement (the "Master Management Agreement") setting forth general
terms for the management of various facilities leased by Owner and its
affiliates. Owner desires to engage Manager to manage the Facility for Owner's
account pursuant to the terms of the Master Management Agreement, as modified by
this Agreement; and Manager desires to accept such engagement.
NOW, THEREFORE, in consideration of their mutual promises, and intending to
be legally bound hereby, the parties agree as follows:
ARTICLE 1. DEFINITIONS
1.1 Words and phrases defined in the Master Management Agreement shall have
the same meanings in this Agreement, unless otherwise defined herein.
1.2 Other words and phrases are defined in this Agreement.
ARTICLE 2. RETENTION OF MANAGER
2.1 For and during the Term, Owner hereby grants to Manager the sole and
exclusive right, and employs Manager, to supervise, manage, and operate the
Facility in the name and for the account of Owner upon the terms and conditions
set forth in Part I of the Master Management Agreement, as modified by this
Agreement. Manager accepts such appointment and
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agrees to perform all duties and responsibilities of the "Manager" described in
Part I of the Master Management Agreement.
2.2 For purposes of this Agreement, Owner and Manager agree that: (a)
references in Part I of the Master Management Agreement to the "Facility" shall
be deemed references to the Facility described in the Introductory Statement;
(b) Owner shall have all of the rights, obligations and liabilities of "Owner"
described in Part I of the Master Management Agreement, and (c) Manager shall
have all of the rights, obligations and liabilities of "Manager" described in
Part I of the Master Management Agreement. Owner and Manager agree to be bound
by all of the provisions of the Master Management Agreement, to the extent not
inconsistent herewith.
2.3 For purposes of this Agreement, references in Part I of the Master
Management Agreement to the Agreement, the Lease, the Lessor, and the Franchise
Agreement, shall be deemed to be references to, respectively, this Agreement,
the Lease and the Lessor described in the Introductory Statement, and the
Franchise Agreement relating to the Facility.
ARTICLE 3. TERMINATION
The termination rights of Owner and Manager in Part I of the Master
Management Agreement shall apply to this Agreement. Termination of this
Agreement shall not per se terminate the Master Management Agreement (although
such termination may otherwise result from, or allow, termination of the Master
Management Agreement according to its terms).
ARTICLE 4. REPRESENTATIONS AND WARRANTIES
4.1 Representations and Warranties of Owner. Owner represents and warrants
to Manager that Owner is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware. All representations and
warranties of Lyric set forth in Part II, paragraphs 2.1 and 2.2 of the Master
Management Agreement (except for the first sentence of Part II, paragraph 2.1)
are deemed to be made by Owner (with respect to Owner, and not Lyric) and are
incorporated herein by reference (except that references therein to Lyric shall
be deemed references to Owner).
4.2 Representations and Warranties of Manager. All representations and
warranties of Manager set forth in Part II, paragraphs 2.3 and 2.4 of the Master
Management Agreement are deemed to be made by Manager and are incorporated
herein by reference.
ARTICLE 5. BUDGET
The Budget for 1998 shall be presented for approval in accordance with
paragraph 3.17 of the Master Management Agreement.
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ARTICLE 6. NOTICES
Any notice or other communication by either party to the other shall be in
writing and shall be given and be deemed to have been duly given, upon the date
delivered if
delivered personally (including by commercial express service) or upon the date
received if mailed postage pre-paid, registered, express, or certified mail,
addressed as follows:
To Owner: [Insert Subsidiary]
00000 Xxx Xxx Xxxxxxxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx
Copy to: Xxxxxxxx X. Xxxxxx, Esq.
To Manager: IHS FACILITY MANAGEMENT, INC.
00000 Xxx Xxx Xxxxxxxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx
Copy to: Xxxxxxxx X. Xxxxxx, Esq.
With a copy to: INTEGRATED HEALTH SERVICES, INC.
00000 Xxx Xxx Xxxxxxxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx
Copy to: Xxxxxxxx X. Xxxxxx, Esq.
or to such other address, and to the attention of such other person or officer
as either party may designate in writing by notice.
SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Facility Management Agreement effective as of the day and year first above
written.
MANAGER:
IHS FACILITY MANAGEMENT, INC.
By:
---------------------------
Name: Xxxxxx X. Xxxxx
-------------------------
Title: Senior Vice President
------------------------
OWNER:
[INSERT SUBSIDIARY]
By:
---------------------------
Name: Xxxxxx X. Xxxxx
-------------------------
Title: Senior Vice President
------------------------
CONSENTED TO BY:
LYRIC HEALTH CARE HOLDINGS III, INC.
By:
---------------------------
Name: Xxxxxx X. Xxxxx
-------------------------
Title: Senior Vice President
------------------------
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