AGREEMENT
(Houston, Texas)
THIS AGREEMENT (this "Agreement") made this 3rd day of July, 1996, by and
between Chancellor of Houston, Inc., a Delaware corporation ("Chancellor"), and
CareMatrix of Massachusetts, Inc. (f/k/a CareMatrix Corporation), a Delaware
corporation ("CareMatrix").
WITNESSETH
WHEREAS, Chancellor has purchased a certain parcel of land located in
Houston, Texas, (the "Land"), as evidenced by that certain Deed, dated March 28,
1996, a copy of which is attached hereto as Exhibit A;
WHEREAS, Chancellor desires for CareMatrix to develop the Land for an
assisted/independent living facility consisting of approximately one hundred
forty-eight (148) units (the "Project");
WHEREAS, upon the completion of construction of the Project, Chancellor
desires for CareMatrix to provide operational management services for the
Project; and
WHEREAS, Chancellor desires to demonstrate its intention to enter into a
turnkey development agreement and a management agreement with CareMatrix.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. Chancellor and CareMatrix agree that CareMatrix shall act as developer
of the Project pursuant to a turnkey development agreement in form and
substance reasonably satisfactory to each of Chancellor and
CareMatrix.
2 Chancellor and CareMatrix agree that upon completion of construction
of the Project, CareMatrix shall provide operational management
services for the Project pursuant to a management agreement in form
and substance reasonably satisfactory to each of Chancellor and
CareMatrix.
3. This Agreement (i) shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, (ii)
shall be governed by the laws of the Commonwealth of Massachusetts,
and (iii) may not be modified orally, but only by a writing signed by
each of Chancellor and CareMatrix.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date and year first above written.
CHANCELLOR OF HOUSTON, INC.
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title:
CAREMATRIX OF MASSACHUSETTS, INC.
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title:
Exhibit A
SPECIAL WARRANTY DEED
Date: March 28, 1996
Grantor's Name:
XXXX XXXX CORPORATION, a Texas corporation
Grantor's Mailing Address:
0000 XX 0000 Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Grantee's Name:
CAREMATRIX OF HOUSTON, INC., a Delaware corporation
Grantee's Mailing Address:
000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Consideration:
Ten Dollars ($10.00) and other good and valuable consideration
Property (including any improvements):
The 9.00 acre tract out of the Xxxxxx Xxxxxx Survey, Abstract No.315 and
the Xxxxxx Xxxxx Survey, Abstract No. 778, Xxxxxx County, Texas, more
particularly described on Exhibit "A" attached hereto and made a part
hereof for all purposes, together with all rights and appurtenances
thereto, including, without limitation, any right, title and interest of
Grantor in and to any and all easements and adjacent waterways, streets,
roads, alleys or rights of way, and any and all buildings, fixtures and
other improvements located on such property.
Reservations from and Exceptions to Conveyance and Warranty:
The permitted exceptions to title set forth on Exhibit "B" attached hereto
and made a part hereof for all purposes.
Grantor, for the consideration and subject to the reservations from and
exceptions to conveyance and warranty, grants, sells and conveys to Grantee the
Property, together with all and singular the rights and appurtenances thereto in
any wise belonging, to Grantor, to have and hold, to Grantee, Grantee's
successors or assigns forever. Grantor binds Grantor
and Grantor's successors to warrant and forever defend all and singular the
property to Grantee and Grantee's successors and assigns against every person
whomsoever lawfully claiming or to claim the same or any part thereof, by,
through or under Grantor, but not otherwise.
When the context requires, singular nouns and pronouns include the plural.
XXXX XXXX CORPORATION
By: /s/ Xxxxxxxx Xxxxxxxxxxxx
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Xxxxxxxx Xxxxxxxxxxxx
President
GRANTOR
THE STATE OF TEXAS )
)
COUNTY OF XXXXXX )
This instrument was acknowledged before me on this 28th day of March, 1996,
by Xxxxxxxx Xxxxxxxxxxxx, President of Xxxx Xxxx Corporation, a Texas
corporation, on behalf of said corporation.
/s/ Xxxxxxx X. Xxxxx
-----------------------------------
Notary Public in and for
The State of Texas
-------------------------------------
XXXXXXX X. XXXXX
[Seal] Notary Public, State of Texas
My Commission Expires 8/29/97
-------------------------------------
My Commission Expires:
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-2-
EXHIBIT A
Legal Descriptions
Being 9.0000 acres (392,040 square feet) of land in the Xxxxxx Xxxxxx Survey,
A-315 and the Manual Xxxxx Survey, A-778, Xxxxxx County, Texas, and being partly
out of that certain 147.358 acre tract described as Tract 4 in Exchange Deed
recorded under Xxxxxx County Clerk File No. G-790360 of the Official Public
Records of Real Property of Xxxxxx County, Texas, and further being partly out
of that certain 1.096 acre tract conveyed to Cypress/Westfield, Inc. by deeds
filed under Xxxxxx County County Clerk File Nos. N-964737, N-964738, N-964739,
and N-964740 of the Official Public Records of Real Property of Xxxxxx County,
Texas, said 9.0000 acres being more particularly described by metes and bounds
as follows:
BEGINNING at a point marked by a 5/8 inch iron rod on the Northeast
right-of-way line of Cypress Station Drive as dedicated by Deed filed under
Xxxxxx County County Clerk File No. E-087227 of the Official Public Records of
Real Property of Xxxxxx County, Texas, said point being the Northwest corner of
Restricted Reserve "A" in Xxxxx 0, xx Xxxxxxx Xxxxxxx Xxxxxx, Xxxxx II according
to the plat thereof recorded at Film Code No. 359011 of the Map Records of
Xxxxxx County, Texas;
THENCE in a Northwesterly direction, with the Northeasterly right-of-way
line of Cypress Station Drive, variable width, with a curve to the left whose
radius is 404.69 feet, central angle is 14 (degrees) 21' 43" and whose chords
bears North 24 (degrees) 26' 34" West, a distance, measured along the arc of
said curve, of 101.44 feet to a point of tangent marked by a 5/8 inch iron rod;
THENCE North 31 (degrees) 37' 25" West, continuing with the Northeasterly
right-of-way line of Cypress Station Drive, variable width, distance of 234.74
feet to a point of curve marked by a 5/8 inch iron rod;
THENCE continuing in a Northwesterly direction, with the Northwesterly
right-of-way line of Cypress Station Drive, variable width, with a curve to the
left whose radius is 2030.00 feet and central angle is 0 (degrees) 15' 18", a
distance of 9.03 feet to an angle point marked by a 5/8 inch iron rod, at the
Southwest end of the transition right-of-way line between Cypress Station Drive
and Lantern Bend Drive, as established by the plat of Cypress Station, Section 4
Street Dedication as recorded in Volume 336, Page 145 of the Map Records of
Xxxxxx County, Texas;
THENCE North 12 (degrees) 22' 50" East, with the transition right-of-way
line between Cypress Station Drive and Lantern Bend Drive, a distance of 21.41
feet to an angle point marked by a 5/8 inch iron rod on the Southeasterly
right-of-way line of Lantern Bend Drive, 60 feet wide;
THENCE North 56 (degrees) 51' 05" East, with the Southeasterly right-of-way
line of Lantern Bend Drive, a distance of 538.59 feet to a point of curve marked
by a 5/8 inch iron rod;
Metes and bonds for 9.000 acres, Cont'd......
THENCE in a Northeasterly direction, with the Southeasterly right-of-way
line of Lantern Bend Drive, with a curve to the right whose radius is 1016.47
feet and central angle is 13 (degrees) 33' 29", a distance of 240.53 feet to a
point for corner marked by a 5/8 inch iron rod;
THENCE South 18 (degrees) 04' 13" East, a distance of 635.80 feet to a
point for corner marked by a 5/8 inch iron rod on the North line said Cypress
Station Center, Phase II;
THENCE South 71 (degrees) 55' 47" West, along the north line or said
Cypress Station Center, Phase II, a distance of 384.51 feet to an angle point
marked by a 5/8 inch iron rod;
THENCE North 89 (degrees) 38' 57" West, continuing along the North line of
said Cypress Station Center, Phase II, a distance of 332.49 feet to the POINT OF
BEGINNING and containing 9,0000 acres (392,040 square feet) of land.
Exhibit "B"
1. Roadway easement(s) 15 feet in width as set forth and defined in
instrument(s) filed for record under Xxxxxx County Clerk's File No(s).
D663473 and D663474.
2. Water line and utility easement 10 feet wide along Lantern Bend Drive as
reflected in Volume 336, Page 145 of the Map Records of Xxxxxx County,
Texas.
3. Sanitary sewer access easement along Lantern Bend Drive as reflected in
Volume 336, Page 145 of the Map Records of Xxxxxx County, Texas.
4. Utility easement(s) 8 feet in width along the southerly property line as
set forth and defined in instrument(s) filed for record under Xxxxxx County
Clerk's File No(s). N964754.
5. One foot reserve dedicated to the public in fee along Lantern Bend Drive as
reflected in Volume 336, Page 145 of the Map Records of Xxxxxx County,
Texas.
6. Building set back lines 20 feet wide along Lantern Bend Drive and 30 feet
wide along Cypress Station Drive as shown on the recorded plat of Cypress
Station Center, Phase II recorded in Volume 359, Page 11 of the Map Records
of Xxxxxx County, Texas.
7. A 1/16th non-participating royalty interest in all oil, gas and other
minerals, as set forth by instrument(s) recorded in Volume 8349, Page 24,
of the Deed Records of Xxxxxx County, Texas.
8. A 1/16th non-participating royalty interest in all oil, gas and other
minerals, as set forth by instrument(s) recorded in Volume 8259, Page 84,
of the Deed Records of Xxxxxx County, Texas.
9. All oil, gas and other minerals as set forth by instrument(s) recorded in
Volume 1266, Page 497, of the Deed Records of Xxxxxx County, Texas.
(Surface Rights Waived as set forth in instrument(s) filed for record under
Xxxxxx County Clerk's File No(s). E073352, E073355, E073356, E073359,
E073361, E152094 and E152100.) (AS TO PORTION OF THE PROPERTY OUT OF THE
6.2 ACRE TRACT DESCRIBED THEREIN)
10. The terms, conditions and stipulations of that certain Mineral Lease dated
November 15, 1939, recorded in Volume 335, Page 28, amended by instrument
recorded in Volume 362, Page 220, included in the Xxxxxx Gas Unit by
instrument recorded in Volume 1925, Page 283 of the Contract Records of
Xxxxxx County, Texas.
(Surface Rights Waived as set forth in instrument(s) recorded in Volume
7987, Page 338, of the Deed Records of Xxxxxx County, Texas.) (AS TO THE
23.38 ACRES DESCRIBED THEREIN)
11. All oil, gas and other minerals, as set forth by instrument(s) recorded in
Volume 1311, Page 729, of the Deed Records of Xxxxxx County, Texas.
(Surface Rights Waived as set forth in instrument(s) filed for record under
Xxxxxx County Clerk's File No.(s) E073352, E073355, E073356, E073359,
E073361, E152094 and E152100.) (AS TO PORTION OF THE PROPERTY OUT OF THE
23.28 ACRE TRACT DESCRIBED THEREIN)
12. All oil, gas and other minerals, as set forth by instrument(s) filed for
record under Xxxxxx County Clerk's File No(s), G773564, Title to said
interest not checked subsequent to its date of execution. Said deed
providing that the grantor expressly waives all rights of ingress and
egress onto the surface and into the subsurface of the property to the
depth of 750 feet for the purpose of prospecting for mining, drilling and
developing said property for oil, gas and other minerals. (AS TO A PORTION
OF THE PROPERTY OUT OF THE 4 ACRES DESCRIBED THEREIN)
13. A 1/32nd royalty interest in all oil, gas and other minerals, as set forth
by instrument(s) recorded in Volume 973, Page 97, of the Deed Records of
Xxxxxx County Texas. (AS TO PORTION OF THE PROPERTY OUT OF THE PROPERTY
DESCRIBED THEREIN)
14. A 1/32nd royalty interest in all oil, gas and other minerals, as set forth
by instrument(s) recorded in 1031, Page 592, of the Deed Records of Xxxxxx
County, Texas. (AS TO PORTION OF THE PROPERTY OUT OF THE PROPERTY DESCRIBED
THEREIN)
15. Annual Maintenance Charge and Special Assessments payable to Cypress
Station Association, as set forth and secured by a Vendor's Lien retained
in instrument(s) filed for record under Xxxxxx County Clerk's File No(s)
F258036.
16. Subject property lines within the area designated and zoned by the City of
Houston as the "Jetero Airport Site" and is subject to the restrictions and
regulations imposed by Ordinance of the City of Houston, a certified copy
of which is recorded in Volume 4184, Page 518 and by amendments thereto,
certified copies of which are recorded in Volume 4897, Page 67 and Volume
5448, Page 421, all of the Deed Records of Xxxxxx County, Texas, and filed
for record under Xxxxxx County Clerk's File No(s) J040960.
17. The property covered herein is subject to the terms, conditions, provisions
and stipulations of Ordinance #85-1878 of the City of Houston enacted
October 23, 1985 pertaining to the platting and replatting of real property
and the establishment of building set back lines within such boundaries. A
Certified Copy of said Ordinance was filed for record on August 1, 1991,
under Xxxxxx County Clerk's File No. N253886.
ANY PROVISION HEREIN WHICH RESTRICTS THE SALE, RENTAL, OR
USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE
IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW
THE STATE OF TEXAS )
COUNTY OF XXXXXX )
I hereby certify that this instrument was FILED in File
Number Sequence on the date and at the time stamped hereon
by me; and was duly RECORDED, in the Official Public Records
of Real Property of Xxxxxx County, Texas on
APR 1 1996
/s/ Xxxxxxx X. Karfman
[Seal of County Court of Xxxxxx County Texas] COUNTY CLERK
XXXXXX COUNTY TEXAS
RECORDER'S MEMORANDUM
AT THE TIME OF RECORDATION, THIS
INSTRUMENT WAS FOUND TO BE INADEQUATE
FOR THE BEST PHOTOGRAPHIC REPRODUCTION
BECAUSE OF ILLEGIBILITY, CARBON OR
PHOTOCOPY, DISCOLORED PAPER, ETC.
