EXHIBIT 10.42
CONTRACT FOR PURCHASE AND SALE OF REAL PROPERTY
THIS CONTRACT FOR PURCHASE AND SALE OF REAL PROPERTY ("Contract") is made
and entered into this 13th day of June, 2005, but effective as of June 1, 2005,
by and between NORTH CYPRESS PROPERTY HOLDINGS, LTD. ("Seller"), a Texas limited
partnership, and MPT OF NORTH CYPRESS, L.P. ("Purchaser"), a Delaware limited
partnership.
W I T N E S S E T H:
For and in consideration of the mutual promises herein contained, Ten and
No/100 Dollars ($10.00) in hand paid by Purchaser to Seller and other good and
valuable consideration flowing between the parties, the receipt, adequacy and
sufficiency of which are hereby acknowledged, Purchaser and Seller do hereby
agree as follows:
1. Contract to Sell and Purchase. Purchaser agrees to purchase from
Seller, and Seller agrees to sell to Purchaser, upon the terms and conditions
hereinafter set forth, all that tract or parcel of land being approximately
12.985 acres (565,627 square feet) and lying and being in Xxxxxx County, Texas,
said property being more particularly shown on Exhibit "A" attached hereto and
made a part hereof, together with all easements, rights, members and
appurtenances appertaining thereto (collectively, "Premises").
2. Purchase Price. The Purchase Price for the Premises shall be Four
Million Seven Hundred Thirty Four Thousand Two Hundred Ninety Seven and 99/100
Dollars ($4,734,297.99), which is the product of $8.37 multiplied by the square
footage of the Premises.
3. Closing Conditions. Each of the parties' respective obligations
hereunder to close the transaction contemplated by this Agreement are subject to
the satisfaction, or waiver, as of the Closing Date of each of the following
closing conditions (the "Closing Conditions"):
(a) No "Event of Default" or "Landlord Default" (as defined in the
applicable Other Agreement [as hereinafter defined]), as applicable, by any
party thereto shall have occurred and be continuing beyond any applicable
notice, cure or grace period under either of (i) that certain Construction Loan
Agreement dated as of the date hereof (the "Loan Agreement"), between North
Cypress Medical Center Operating Company, Ltd. ("NCMCOC"), as "borrower"
therein, and MPT Finance Company, LLC ("MPT Finance"; MPT Finance, which is an
affiliate of Purchaser, and Purchaser are each referred to for purposes of this
Section 3 as an "MPT Party"), as "lender" therein, (ii) that certain Net Ground
Lease (Hospital Tract) dated as of the date hereof (the "Hospital Ground
Lease"), between Seller, as "landlord" therein, and Purchaser, as "tenant"
therein, (iii) that certain Net Ground Lease (Northeast Parking Parcel) dated as
of the date hereof (the "Parking Ground Lease"), between Northern Healthcare
Land Ventures, Ltd. ("NHLV"; NCMCOC and NHLV, each of which is an affiliate of
Seller, and Seller are each referred to for purposes of this Section 3 as a
"North Cypress Party"), as "landlord" therein, and Purchaser, as "tenant"
therein, or (iv) that certain Sublease Agreement
dated as of the date hereof (the "Sublease"; the Loan Agreement, the Hospital
Ground Lease, the Parking Ground Lease and the Sublease each being referred to
for purposes of this Section 3 as an "Other Agreement"), between Purchaser, as
"landlord" therein, and NCMCOC, as "tenant" therein (any such Event of Default
being defined for purposes of this Section 3 as an "Other Agreement Default");
and
(b) The construction of the "Hospital Improvements" (as defined in
the Sublease) being undertaken on the Premises by NCMCOC pursuant to the
Sublease and the Loan Agreement shall have reached a percentage of completion of
at least [thirty-seven and one-half percent (37.5%)], as certified in writing to
NCMCOC and MPT Finance by the "Architect" (as defined in the Loan Agreement)
under and pursuant to the Loan Agreement.
If either of the foregoing Closing Conditions is not satisfied as of
the Closing Date, (i) in the case of an Other Agreement Default by a North
Cypress Party, then Purchaser, or (ii) in the case of an Other Agreement Default
by an MPT Party, then Seller, or (iii) in the case of the failure of the Closing
Condition in Subsection 3(b), then either of the parties, may elect either to
(A) waive the unsatisfied Closing Condition and proceed to Closing, or (B)
extend the Closing Date by such reasonable period as may be necessary to allow
for satisfaction of the unsatisfied Closing Condition; provided such extended
period shall not be later than [thirty (30)] days subsequent to the Closing
Date. In the event a party shall elect, by written notice to the other party, to
proceed under clause (B) above, the notice of such election shall include the
period for which the extension is made. If, after such extension is made, the
Closing Condition remains unsatisfied at the end of the extended period, then
the party for whose benefit the Closing Condition under Subsection 3(a) exists,
or either party in the case of the Closing Condition in Subsection 3(b), shall
have the option either to (y) waive the unsatisfied Closing Condition and
proceed to Closing, or (z) terminate this Agreement by written notice to the
other party, whereupon Purchaser and Seller shall be released and relieved of
all further obligations under this Agreement. In the event no express, written
election is made under clause (B) or (z) above, as applicable, by any party
having the right to do so, such party or parties, as applicable, shall be deemed
to have elected to proceed under clause (A) or (y) above, as applicable. The
parties agree to use good faith efforts to satisfy each Closing Condition which
is within such party's power or obligation to satisfy.
4. Closing. The closing of the transaction herein contemplated (the
"Closing") shall be held at the offices of First American Title Insurance
Company, Houston, Texas, or such other location to which Seller and Purchaser
shall agree on January 5, 2006 ("Closing Date"). Possession of the Premises
shall be granted and delivered by Seller to Purchaser at the time of Closing. At
the Closing, Seller shall convey to Purchaser good and insurable fee simple
title to the Premises subject only to the lien of real property ad valorem taxes
for 2006 and those matters set forth on Exhibit "B" attached hereto and by this
reference made a part hereof (collectively, the "Permitted Title Exceptions").
Such conveyance shall be made by execution and delivery to Purchaser by Seller
of a special warranty deed together with all other documents required herein,
including such documentation, if any, as reasonable necessary to evidence the
authority and power of Seller to consummate the transaction. Seller shall take
all actions expressly required by this Contract to be performed by Seller at the
Closing, including but not limited to satisfying and/or discharging out of
Seller's closing proceeds or otherwise at Seller's cost or expense at Closing
all mortgages, deeds of trust and other encumbrances necessary to deliver title
to the
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Premises as required hereby. At Closing, in addition to the foregoing
requirements, Seller shall deliver to Purchaser (i) an owner's affidavit in
customary form as required by Purchaser's title insurance company in order to
remove standard exceptions to Purchaser's title insurance policy, (ii) a
customary non-foreign affidavit, (iii) an assignment of the leases described in
Exhibit "C", and (iv) appropriate lien waivers and indemnities from all
contractors and subcontractors doing work on the Premises.
5. Prorations. The Premises are subject to a Net Ground Lease pursuant to
which all taxes and other expenses relating to the Premises are payable by the
tenant thereunder. No proration of such taxes and expenses between Seller and
Purchaser shall be made at Closing.
6. Costs. Purchaser shall pay the costs of Purchaser's title insurance
policy and Purchaser's attorneys' fees. Seller shall pay any transfer tax due in
connection with recording the special warranty deed, the cost of satisfying of
record any security instruments released at Closing, and all recording costs.
7. Damage or Condemnation. Risk of loss resulting from any condemnation,
eminent domain or expropriation proceeding which is commenced prior to Closing,
and risk of loss to the Premises due to any other cause, remains with Seller
until Closing. If, prior to the Closing, all or part of the Premises shall be
destroyed, damaged or subjected to a bona fide threat of condemnation,
expropriation or other proceeding, Seller shall so notify Purchaser, and
Purchaser may elect to (i) cancel this Contract, in which event all parties
shall be relieved and released of and from any further duties, obligations,
rights or liabilities hereunder, or (ii) Purchaser may declare this Contract to
remain in full force and effect and the purchase contemplated herein, subject to
such damage or less any interest taken by eminent domain, expropriation or
condemnation, shall be effected, and at Closing, Seller shall assign, transfer
and set over to Purchaser all of the right, title and interest of Seller in and
to any awards and insurance proceeds or claims that have been or that may
thereafter be made for such taking or damage.
8. Default Provisions. If the sale and purchase of the Premises
contemplated by this Contract is not consummated because of Purchaser's default
hereunder, Purchaser shall pay over to Seller the sum of Ten Thousand and 00/100
Dollars ($10,000.00), as Seller's sole and exclusive remedy hereunder for such
default of Purchaser; the parties hereto acknowledging that it is impossible to
estimate more precisely the damages which might be suffered by Seller upon
Purchaser's default. Seller's receipt of such sum is intended not as a penalty
but as full liquidated damages pursuant to applicable state law. The right to
receive and retain such sum as full liquidated damages is Seller's sole and
exclusive remedy in the event of default hereunder by Purchaser. In the event
Seller shall default hereunder, Purchaser may elect to (i) terminate this
Contract, or (ii) seek any other right or remedy allowed at law or in equity.
9. Broker. Purchaser and Seller hereby represent that no broker has been
contacted in connection with the transaction contemplated by this Contract and
Purchaser and Seller hereby indemnify each other against, and agree to hold each
other harmless from, any liability or claim (and all expenses, including
attorneys' fees, incurred in defending any such claim or in enforcing this
indemnity) for a real estate brokerage commission, except as set forth herein,
arising out of
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or in any way connected with any claimed dealings with the indemnitor and
relating to this Contract or the purchase and sale of the Premises.
10. Representations and Warranties. As a material inducement to Purchaser
to enter into this Contract and as a condition to Purchaser's obligations
hereunder, Seller hereby makes the following representations and warranties
which are true and correct as of the date hereof and which shall be true and
correct on the date of Closing:
(a) Seller is a limited partnership duly organized, validly
existing, and in good standing under the laws of the State of Texas.
(b) Seller has the requisite limited partnership power and authority
to conduct its business as it is now being conducted and as proposed to be
conducted and to execute, deliver and carry out the terms of this Contract. All
limited partnership actions required to be taken by Seller to authorize the
execution, delivery and performance of this Contract have been duly and properly
taken or obtained in accordance, and in compliance with Seller's partnership
agreement. No other action on the part of Seller or Seller's partners (or other
person's possessing and exercising similar control and authority over Seller) is
necessary to authorize the execution, delivery and performance of this Contract.
(c) Seller's execution, delivery and performance of this Contract
and will not, with or without the giving of notice and/or the passage of time:
(i) violate or conflict with any provision of Seller's partnership agreement;
(ii) violate or conflict with any provision of any law to which Seller is
subject; (iii) violate or conflict with any judgment, order, writ or decree of
any court applicable to Seller; (iv) result in, or cause the creation of a lien
on the Premises; or (v) result in the breach or termination of any provision of,
or create rights of acceleration or constitute a default under, the terms of any
indenture, mortgage, deed of trust, contract, agreement or other instrument to
which Seller is a party or by which Seller or the Premises is bound.
(d) No license, permit, qualification, order, consent,
authorization, approval or waiver of, or registration, declaration or filing
with, or notification to, any governmental entity or other person is required to
be made or obtained by or with respect to Seller in connection with the
execution, delivery and performance of this Contract.
(e) Seller is the sole and exclusive owner of the simple title to
the Premises free and clear of any and all liens, encumbrances, restrictions or
easements of any kind whatsoever and any adverse claims of third parties except
those set forth on Exhibit "B".
(f) There are no tenants with respect to the Premises or other
parties which has a possessory right to the Premises, except for MPT of North
Cypress, L.P. and its permitted subtenants.
(g) (i) No governmental entity or any nongovernmental third party
has notified Seller, or to Seller's knowledge, any other party, of any alleged
violation, or investigation of any suspected violation under the Environmental
Laws (hereinafter defined) in connection with the ownership of the Premises,
including any litigation or cause of action alleging personal injury or property
damage caused by exposure to, or the disposal, release or
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migration of, any Hazardous Materials (hereinafter defined). To Seller's
knowledge, the Premises are in full compliance with the Environmental Laws.
(ii) To the knowledge of Seller, no Hazardous Materials have
been stored, disposed of or arranged for the disposal on the Premises, except in
compliance with the Environmental Laws and Seller has not, and will not, install
any underground storage tanks at, on or under the Premises.
(iii) To the knowledge of Seller, there have been no actions,
activities, circumstances, conditions, events or incidents, including, without
limitation, the generation, transportation, treatment, storage, release,
emission, discharge, presence or disposal of any Hazardous Materials on or from
the Premises that could form the basis of any Environmental Claim (hereinafter
defined) against Landlord or Tenant.
(iv) Seller has not contractually assumed or succeeded to any
liability of any direct or indirect predecessors or any other person related or
with respect to any Environmental Law.
(v) To the knowledge of Seller, there are no conditions
presently existing on, at or emanating from the Premises that may result in any
liability, investigation or clean-up cost under any Environmental Law.
(vi) For purposes of this Contract:
"Environmental Claim" means any claim, action, cause of
action, investigation or notice (written or oral) by any person
alleging actual or potential liability for investigatory, cleanup or
governmental response costs, or natural resources or property
damages, or personal injuries, attorney's fees or penalties relating
to (i) the presence, or release into the environment, of any
Hazardous Materials at any location owned or operated by the Seller,
now or in the past, or (ii) circumstances forming the basis of any
violation, or alleged violation, of any Environmental Law.
"Environmental Law" means all local, state and federal laws
relating to environmental conditions and industrial hygiene,
including, without limitation, the Resource Conservation and
Recovery Act of 1976 ("RCRA"), the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 ("CERCLA"), as
amended by the Superfund Amendments and Reauthorization Act of 1986
("XXXX"), the Hazardous Materials Transportation Act, 49 U.S.C.
Section 6901, et seq., the Federal Water Pollution Control Act, 33
U.S.C. Sections 1251 et seq., the Clean Air Act, 42 U.S.C. Sections
741 et seq., the Clean Water Act, 33 U.S.C. Section 7401, et seq.,
the Toxic Substances Control Act, 15 U.S.C. Sections 2601-2629, the
Safe Drinking Water Act, 42 U.S.C. Sections 300f-300j, and all
similar federal, state and local environmental statutes and
ordinances and the regulations, orders, or decrees now or hereafter
promulgated thereunder.
"Hazardous Materials" means any substance, including, without
limitation, asbestos or any substance containing asbestos and deemed
hazardous
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under any Hazardous Materials Law, the group of organic compounds
known as polychlorinated biphenyls, flammable explosives,
radioactive materials, infectious wastes, biomedical and medical
wastes, chemicals known to cause cancer or reproductive toxicity,
pollutants, effluents, contaminants, emissions or related materials,
and any items included in the definition of hazardous or toxic
wastes, materials or substances under any Environmental Law.
(h) There is no suit, action, proceeding, inquiry or investigation
against or involving Seller or any of its properties or rights, pending or, to
the knowledge of Seller, threatened (including, without limitation any suit,
action, proceeding or investigation pursuant to Title 11 of the Civil Rights Act
of 1964, the Americans with Disabilities Act, the Age Discrimination in
Employment Act, the Family and Medical Leave Act of 1993, or any other federal,
state or local law regulating employment) nor to the knowledge of Seller are
there any facts which might result in, or form the basis of any such claim.
There is no judgment, decree, injunction, rule or order of any governmental
entity or any other person (including, without limitation, any arbitral
tribunal) outstanding against Seller, and Seller is not in violation of any term
of any judgment, decree, injunction or order outstanding against it.
Furthermore, there is no claim by or before any governmental entity or other
person pending or, to the knowledge of Seller, threatened which questions or
challenges Seller's title and ownership of the Premises, or which questions or
challenges the validity of this Contract or any action taken or to be taken by
Seller pursuant to this Contract, and there is no basis for any such claim.
(i) There are no service, supply or management agreements which
relate to or affect the Premises.
11. Notice. All notices, demands, consents, approvals, requests and other
communications required or permitted to be given under this Contract shall be in
writing and shall be (a) delivered in person, (b) sent by certified mail, return
receipt requested to the appropriate party at the address set out below, (c)
sent by Federal Express, Express Mail or other comparable courier addressed to
the appropriate party at the address set out below, or (d) transmitted by
facsimile transmission to the facsimile number for each party set forth below:
(a) if to Landlord: North Cypress Property Holdings, Ltd.
0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxx, M.D.
Phone: (000) 000-0000
Fax: (000) 000-0000
with copies to: Xxxxxxx Xxxxx & Diamond, LLC
00 Xxxx Xxxxxx Xxxxxx
Xxxxx, Xxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
Phone: (000) 000-0000
Fax: (000) 000-0000
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Petronella Law Firm, P.C.
0 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx Xxxxxxxxxx, Esq.
Phone: (000) 000-0000
Fax: (000) 000-0000
Zimmerman, Axelrad, Xxxxx, Xxxxx & Xxxx P.C.
0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Xxxxxxx Xxxxx, Esq.
Phone: (000) 000-0000
Fax: (000) 000-0000
(b) if to Tenant: MPT of North Cypress, L.P.
0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.,
Executive Vice President &
General Counsel
Phone: (000) 000-0000
Fax: (000) 000-0000
with a copy to: Xxxxxx, Xxxxxxx & Xxxxxx, LLP
1600 Atlanta Financial Center
0000 Xxxxxxxxx Xxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxx, Esq.
Phone: (000) 000-0000
Fax: (000) 000-0000
Each notice, demand, consent, approval, request and other communication
shall be effective upon receipt and shall be deemed to be duly received if
delivered in person or by a national courier service when left at the address of
the recipient and if sent by facsimile, upon receipt by the sender of an
acknowledgment or transmission report generated by the machine from which the
facsimile was sent indicating that the facsimile was sent in its entirety to the
recipient's facsimile number; provided that if a notice, demand, consent,
approval, request or other communication is served by hand or is received by
facsimile on a day which is not a business day, or after 5:00 p.m. on any
Business Day at the addressee's location, such notice or communication shall be
deemed to be duly received by the recipient at 9:00 a.m. on the first business
day thereafter. Rejection or other refusal by the addressee to accept, or the
inability to deliver because of a changed address or changed facsimile number of
which no notice was given, shall be deemed to be receipt of the notice, demand,
consent, approval, request or communication sent. Any party shall have the
right, from time to time, to change the address or facsimile number to which
notice to it shall be sent by giving to the other party or parties at least ten
(10) days prior notice of the changed address or changed facsimile number.
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Rejection or other refusal by the addressee to accept, or the inability of
the courier service or the United States Postal Service to deliver because of a
changed address of which no notice was given, shall be deemed to be receipt of
the notice sent. Any party shall have the right, from time to time, to change
the address to which notices to it shall be sent by giving to the other party or
parties at least ten (10) days prior notice of the changed address.
12. Miscellaneous.
(a) TIME IS OF THE ESSENCE OF THIS CONTRACT.
(b) This Contract shall inure to the benefit of, and be binding
upon, the parties hereto, their heirs, successors, administrators, executors and
assigns. Purchaser may assign this Contract in whole or in part without the
consent of Seller.
(c) This Contract constitutes the sole and entire agreement between
the parties hereto and no modification of this Contract shall be binding unless
signed by all parties to this Contract.
(d) This Contract may be executed in separate counterparts. It shall
be fully executed when each party whose signature is required has signed at
least one counterpart, even though no one counterpart contains the signatures of
all of the parties. The terms of this Contract, including all representations
and warranties of Seller, shall survive the Closing for a period of one (1)
year.
(e) The "date hereof" or "date of this Contract" wherever used
herein shall mean the latest date that either the Seller or Purchaser shall sign
this Contract, as evidenced by the dates beside their respective names.
(f) This Contract is intended to be performed in accordance with,
and only to the extent permitted by, all applicable laws, ordinances, rules and
regulations. If any provision of this Contract, or the application thereof to
any person or circumstance, shall, for any reason and to the extent, be invalid
or unenforceable, the remainder of this Contract and the application of such
provision to other persons or circumstances shall not be affected thereby but
rather shall be enforced to the greatest extent permitted by law. This Contract
shall be governed by and construed in accordance with the laws of the State of
Texas.
(g) This Contract represents the entire agreement and understanding
between the parties relating to the subject matter hereof and supersedes all
prior agreements, oral or written between the parties, if any, relating to the
subject matter. Except as set forth in the Contract, neither Seller nor
Purchaser has made any representations or warranties to the other party.
(h) Except for the representations and warranties of Seller set
forth herein or in the deed of conveyance to be delivered by Seller at Closing,
the Premises and any improvements thereon are and shall be conveyed by Seller to
Purchaser in an "AS IS - WHEREAS" condition.
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IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed under seal by their duly authorized general partners, officers or
representatives, as the case may be, on the dates set forth below, but effective
as of June 1, 2005.
Date Executed by Seller: SELLER:
NORTH CYPRESS PROPERTY HOLDINGS,
June 8, 2005 LTD., a Texas limited partnership
By: North Cypress Property Holdings GP, LLC, a
Texas limited liability company, its general
partner
By: /s/ Xxxxxx X. Xxxxx, M.D.
----------------------------------------
Xxxxxx X. Xxxxx, M.D., Manager and
Vice Chairman
Date Executed by Purchaser: PURCHASER:
MPT OF NORTH CYPRESS, L.P., a Delaware
limited partnership
June 13, 2005
By: MPT of North Cypress, LLC, a Delaware
limited liability company, its general
partner
By: MPT Operating Partnership, L.P., a
Delaware limited partnership, its sole
member
By: Medical Properties Trust, LLC, a
Delaware limited liability company,
its general partner
By: /s/ Xxxxxx X. Xxxxx, Xx.
--------------------------------
Print Name: Xxxxxx X. Xxxxx, Xx.
Title: President & CEO
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EXHIBIT "A"
LEGAL DESCRIPTION OF THE PREMISES
METES AND BOUNDS DESCRIPTION
PROPOSED NORTH CYPRESS PROPERTY HOLDINGS TRACT
12.985 NET ACRES
Revised June 7, 2005
Parcel 1
All that certain 13.958 acre (608,019 square foot) tract of land situated in the
X. X. Xxxxxx Survey, Abstract Number 295 and in the Xxxxxxx Xxxxx Survey,
Abstract Number 489, both in Xxxxxx County, Texas, being out of and a part of a
called 13.5055 acre tract of land as described by deed recorded under Xxxxxx
County Clerk's File Number Y175041 and a called 19.855 acre tract of land as
described by deed recorded under Xxxxxx County Clerk's File Number X441181 and
being more particularly described by metes and bounds as follows: (All bearings
based on the Texas State Plane Coordinate System, South Central Zone)
COMMENCING FOR REFERENCE at a 5/8-inch iron rod with plastic cap stamped
"BENCHMARK ENGR" set in the northerly right-of-way line of U.S. Highway 290
(right-of-way width, varies) at the most southerly corner of the residue of a
tract of land as described in a conveyance to Xxxxx Xxxxxx Xxxxxx, Supreme Lodge
of Slavonic Benevolent Order of the State of Texas tract by deed recorded in
Volume 3703, Page 68 of the Xxxxxx County Deed Records for the most westerly
corner of said 13.5055 acre tract, from which a 5/8-inch iron rod found bears
South 09 degrees 30' 17" East, a distance of 1.56 feet;
THENCE, North 37 degrees 21' 26" East, along the northwesterly line of said
13.5055 acre tract, a distance of 381.03 feet to the POINT OF BEGINNING and
being the most westerly corner of the herein described tract;
THENCE, North 37 degrees 21' 26" East, continuing along the northwesterly line
of said 13.5055 acre tract, a distance of 418.26 feet to an exterior corner of
the herein described tract;
THENCE, South 54 degrees 00' 08" East, a distance of 474.00 feet to the
beginning of a curve to the left;
THENCE, southeasterly, a distance of 140.10 feet along the arc of said curve to
the left having a radius of 336.00 feet through a central angle of 23 degrees
53' 23" and a chord that bears South 64 degrees 35' 08" East, a distance of
139.08 feet to the point of reverse curvature of a curve to the right;
THENCE, southeasterly, a distance of 30.07 feet along the arc of said curve to
the right having a radius of 166.78 feet through a central angle of 10 degrees
19' 55" and a chord that bears South 71 degrees 21' 52" East, a distance of
30.03 feet to the point of reverse curvature of a curve to the left;
THENCE, northeasterly, a distance of 37.36 feet along the arc of said curve to
the left having a radius of 28.00 feet through a central angle of 76 degrees 27'
08" and a chord that bears North 75 degrees 34' 31" East, a distance of 34.65
feet to the point of tangency of said curve;
THENCE, North 37 degrees 20' 57" East, a distance of 40.04 feet to an interior
corner of the herein described tract;
THENCE, North 52 degrees 38' 34" West, a distance of 9.81 feet to a 5/8-inch
iron rod found in the northwesterly line of said 19.855 acre tract at the most
southerly corner of a called 10.00 acre tract of land as described by deed
recorded under Xxxxxx County Clerk's File Number X647241 and being the most
easterly corner of said 13.5055 acre tract for an exterior corner of the herein
described tract;
THENCE, North 37 degrees 21' 26" East, along the northwesterly line of said
19.855 acre tract, a distance of 223.69 feet to a 5/8-inch iron rod found for an
angle point of said 10.00 acre tract, said 19.855 acre tract and the herein
described tract;
THENCE, North 87 degrees 37' 41" East, along the north line of said 19.855 acre
tract, a distance of 413.32 feet to a 5/8-inch iron rod found in the west
right-of-way line of Huffmeister Road (100-foot wide right-of-way) at the
southeast corner of a called 5.1348 acre tract of land as described by deed
recorded under Xxxxxx County Clerk's File Number X647240 for the northeast
corner of said 19.855 acre tract and the herein described tract;
THENCE, South 02 degrees 41' 38" East, along said west right-of-way line, a
distance of 55.63 feet to an exterior corner of the herein described tract;
THENCE, South 86 degrees 39' 10" West, a distance of 250.74 feet to the
beginning of a curve to the left;
THENCE, northwesterly, a distance of 23.43 feet along the arc of said curve to
the left having a radius of 15.00 feet through a central angle of 89 degrees 28'
55" and a chord that bears North 47 degrees 26' 05" West, a distance of 21.12
feet to the point of tangency of said curve;
THENCE, South 87 degrees 49' 25" West, a distance of 71.75 feet to the point of
curvature of a curve to the left;
THENCE, southwesterly, a distance of 119.81 feet along the arc of said curve to
the left having a radius of 136.00 feet through a central angle of 50 degrees
28' 28" and a chord that bears South 62 degrees 35' 11" West, a distance of
115.97 feet to the point of tangency of said curve;
THENCE, South 37 degrees 20' 57" West, a distance of 171.52 feet to the point of
curvature of a curve to the left;
THENCE, southeasterly, a distance of 38.43 feet along the arc of said curve to
the left having a radius of 28.00 feet through a central angle of 78 degrees 38'
20" and a chord that bears South 01 degrees 58' 13" East, a distance of 35.48
feet to the point of reverse curvature of a curve to the right;
THENCE, southeasterly, a distance of 48.88 feet along the arc of said curve to
the right having a radius of 166.78 feet through a central angle of 16 degrees
47' 36" and a chord that bears South 32 degrees 53' 36" East, a distance of
48.71 feet to the point of reverse curvature of a curve to the left;
THENCE, southeasterly, a distance of 70.04 feet along the arc of said curve to
the left having a radius of 136.00 feet through a central angle of 29 degrees
30' 24" and a chord that bears South 39 degrees 15' 00" East, a distance of
69.27 feet to the point of tangency of said curve;
THENCE, South 54 degrees 00' 12" East, a distance of 13.04 feet to the point of
curvature of a curve to the left;
THENCE, southeasterly, a distance of 28.21 along the arc of said curve to the
left having a-radius of 86.00 feet through a central angle of 18 degrees 47' 38"
and a chord that bears South 63 degrees 24' 01" East, a distance of 28.08 feet
to the point of reverse curvature of a curve to the right;
THENCE, southeasterly, a distance of 103.49 feet along the arc of said curve to
the right having a radius of 54.50 feet through a central angle of 108 degrees
47' 38" and a chord that bears South 18 degrees 24' 01" East, a distance of
88.62 feet to the point of tangency of said curve;
THENCE, South 35 degrees 59' 48" West, a distance of 119.12 feet to the point of
curvature of a curve to the left;
THENCE, southwesterly, a distance of 77.35 feet along the arc of said curve to
the left having a radius of 112.00 feet through a central angle of 39 degrees
34' 10" and a chord that bears South 16 degrees 12' 43" West, a distance of
75.82 feet to the point of reverse curvature of a curve to the right;
THENCE, southwesterly, a distance of 85.39 along the arc of said curve to the
right having a radius of 48.00 feet through a central angle of 101 degrees 55'
41" and a chord that bears South 47 degrees 23' 29" West, a distance of 74.57
feet to the point of reverse curvature of a curve to the left;
THENCE, southwesterly, a distance of 21.93 along the arc of said curve to the
left having a radius of 20.00 feet through a central angle of 62 degrees 49' 24"
and a chord that bears South 66 degrees 56' 37" West, a distance of 20.85 feet
to the point of tangency of said curve;
THENCE, South 35 degrees 31' 55" West, a distance of 81.68 feet to the point of
curvature of a curve to the left;
THENCE, southwesterly, a distance of 12.07 along the arc of said curve to the
left having a radius of 18.00 feet through a central angle of 38 degrees 25' 39"
and a chord that bears South 16 degrees 19' 05" West, a distance of 11.85 feet
to the end of said curve;
THENCE, South 36 degrees 01' 56" West, a distance of 13.90 feet to an exterior
corner of the herein described tract;
THENCE, North 75 degrees 46' 46" West, a distance of 1.78 feet to the point of
curvature of a curve to the right;
THENCE, northwesterly, a distance of 14.05 feet along the arc of said curve to
the right having a radius of 110.00 feet through a central angle of 07 degrees
19' 12" and a chord that bears North 72 degrees 07' 10" West, a distance of
14.04 feet to an interior corner of the herein described tract;
THENCE, South 36 degrees 01' 56" West, a distance of 42.41 feet to the point of
curvature of a curve to the left;
THENCE, southwesterly, a distance of 45.27 feet along the arc of said curve to
the left having a radius of 150.00 feet through a central angle of 17 degrees
17' 31" and a chord that bears South 27 degrees 23' 35" West, a distance of
45.10 feet to the point of tangency of said curve;
THENCE, South 18 degrees 44' 49" West, a distance of 169.30 feet to a point in
the northerly right-of-way line of U.S. Highway 290 (right-of-way width, varies)
and being on the arc of a curve to the right at the most southerly corner of the
herein described tract;
THENCE, northwesterly, along said northerly right-of-way line a distance of 8.72
feet along the arc of said curve to the right having a radius of 477.47 feet
through a central angle of 01' 02' 47" and a chord
that bears North 70 degrees 43' 47" West, a distance of 8.72 feet to a Texas
Department of Transportation monument found at the point of tangency of said
curve;
THENCE, North 70 degrees 12' 24" West, continuing along said northerly
right-of-way line, a distance of 13.91 feet to a Texas Department of
Transportation monument found at the point of curvature of a curve to the right;
THENCE, northwesterly, continuing along said northerly right-of-way line a
distance of 436.10 feet along the arc of said curve to the right having a radius
of 2,694.79 feet through a central angle of 09 degrees 16' 20" and a chord that
bears North 65 degrees 34' 13" West, a distance of 435.63 feet to an exterior
corner of the herein described tract;
THENCE, North 28 degrees 41' 36" East, a distance of 35.02 feet to the point of
curvature of a curve to the left;
THENCE, northeasterly, a distance of 17.75 feet along the arc of said curve to
the left having a radius of 63.00 feet through a central angle of 16 degrees 08'
24" and a chord that bears North 20 degrees 37' 25" East, a distance of 17.69
feet to the point of reverse curvature of a curve to the right;
THENCE, northeasterly, a distance of 46.03 feet along the arc of said curve to
the right having a radius of 112.50 feet through a central angle of 23 degrees
26' 36" and a chord that bears North 24 degrees 16' 31" East, a distance of
45.71 feet to the point of tangency of said curve;
THENCE, North 35 degrees 59' 48" East, a distance of 141.39 feet to the point of
curvature of a curve to the right;
THENCE, northeasterly, a distance of 21.07 feet along the arc of said curve to
the right having a radius of 37.50 feet through a central angle of 32 degrees
11' 39" and a chord that bears North 52 degrees 05' 38" East, a distance of
20.79 feet to an interior corner of the herein described tract;
THENCE, North 54 degrees 00' 12" West, a distance of 69.48 feet to an interior
corner of the herein described tract;
THENCE, South 36 degrees 00' 04" West, a distance of 4.37 feet to an exterior
corner of the herein described tract;
THENCE, North 54 degrees 19' 03" West, a distance of 186.81 feet to an exterior
corner of the herein described tract;
THENCE, North 35 degrees 40' 57" East, a distance of 15.94 feet to an interior
corner of the herein described tract;
THENCE, North 54 degrees 19' 03" West, a distance of 40.00 feet to an exterior
corner of the herein described tract;
THENCE, North 35 degrees 40' 57" East, a distance of 98.56 feet to an interior
corner of the herein described tract;
THENCE, North 54 degrees 19' 03" West, a distance of 235.19 feet to the POINT OF
BEGINNING and containing a computed area of 13.958 acres (608,019 square feet)
land. SAVE AND EXCEPT the following described tract;
SAVE AND EXCEPT TRACT
COMMENCING FOR REFERENCE at a 5/8-inch iron rod found in the northwesterly line
of said 19.855 acre tract at the most southerly corner of a called 10.00 acre
tract of land as described by deed recorded under Xxxxxx County Clerk's File
Number X647241 and being the most easterly corner of said 13.5055 acre tract;
THENCE, South 37 degrees 21' 26" West, along the southeasterly line of said
13.5055 acre tract and along the northwesterly line of said 19.855 acre tract, a
distance of 553.87 feet to a point;
THENCE, South 52 degrees 38' 34" East, a distance of 28.91 feet to the POINT OF
BEGINNING and being an angle point of the herein described;
THENCE, North 76 degrees 11' 04" East, a distance of 35.74 feet to an angle
point;
THENCE, South 53 degrees 58' 04" East, a distance of 117.23 feet to an exterior
corner of the herein described tract;
THENCE, South 36 degrees 01' 56" West, a distance of 30.50 feet to an interior
corner of the herein described tract;
THENCE, South 53 degrees 58' 04" East, a distance of 5.52 feet to an exterior
corner of the herein described tract;
THENCE, South 36 degrees 01' 56" West, a distance of 252.00 feet to the most
southerly corner of the herein described tract;
THENCE, North 53 degrees 58' 04" West, a distance of 34.80 feet to the point of
curvature of a curve to the left;
THENCE, southwesterly, a distance of 3.93 feet along the arc of said curve to
the left having a radius of 2.50 feet through a central angle of 90 degrees 00'
00" and a chord that bears South 81 degrees 01' 56" West, a distance of 3.54
feet to the point of tangency of said curve;
THENCE, South 36 degrees 01' 56" West, a distance of 16.00 feet to an exterior
corner of the herein described tract;
THENCE, North 53 degrees 58' 04" West, a distance of 90.50 feet to an exterior
corner of the herein described tract;
THENCE, North 36 degrees 01' 56" East, a distance of 15.50 feet to the point of
curvature of a curve to the left;
THENCE, northwesterly, a distance of 3.93 feet along the arc of said curve to
the left having a radius of 2.50 feet through a central angle of 90 degrees 00'
00" and a chord that bears North 08 degrees 58' 04" West, a distance of 3.54
feet to the point of tangency of said curve;
THENCE, North 53 degrees 58' 04" West, a distance of 15.50 feet to an exterior
corner of the herein described tract;
THENCE, North 36 degrees 01' 56" East, a distance of 255.68 feet to the POINT OF
BEGINNING and containing a computed area of 0.973 of one acre (42,392 square
feet) land, resulting in a net acreage of 12.985 acres (565,627 square feet) of
land.
This description is based on a survey made on the ground of the property and is
issued in conjunction with an exhibit map entitled "PROPOSED NORTH CYPRESS
PROPERTY HOLDINGS TRACT" prepared by Benchmark Engineering Corporation, Job
Number 03112.
Parcel 2 (Reciprocal Easements)
Rights, privileges and easement contained in Reciprocal Easement Agreement and
Declaration of Covenants, Conditions, and Restrictions for Development and
Operation of the North Cypress Medical Center Campus recorded June ___, 2005
under Clerk's File No. ______ of the Official Records.
EXHIBIT "B"
PERMITTED TITLE EXCEPTIONS
1. All taxes for the year 2006 and subsequent years not yet due and payable,
and any additional taxes resulting from reassessment of subject property.
2. Restrictions recorded in Volume 5943, Page 51, of the Deed Records of
Xxxxxx County, Texas.
3. Terms, conditions and stipulations regarding development of the subject
property, as set forth and defined in instrument filed for record under
Clerk's File No. R488062, of the Official Records of Xxxxxx County, Texas.
4. Easement to Xxxxxx County Municipal Utility District No. 248 recorded in
Clerk's File No. T954404, of the Official records of Xxxxxx County, Texas
granting an easement 20 feet wide along the north 83.13 feet of the east
property line.
5. Mineral and/or royalty interest recorded in Volume 5943, Page 51, of the
Deed records of Xxxxxx County, Texas.
6. Mineral and/or royalty interest recorded in Volume 7725, Page 211, of the
Deed records of Xxxxxx County, Texas.
7. Ordinance #1999-262, of the City of Houston, passed March 24, 1999, and
amendments, pertaining to the platting and replatting of real property and
the establishment of building set back lines along major thoroughfares
within such boundaries.
8. City of Houston Ordinance 91-1701 regarding the planting, preservation and
maintenance of trees and decorative landscaping, a certified copy of which
is filed for record under Clerk's File No. N556388, of the Official
Records of Xxxxxx County, Texas.
9. Inclusion within Xxxxxx County Municipal Utility District No. 248.
10. Terms and conditions of that certain Reciprocal Easement Agreement and
Declaration of Covenants, Conditions, and Restrictions for Development and
Operation of the North Cypress Medical Center Campus recorded June _____,
2005 under Clerk's File No. _____ of Official Records.
11. Sub-leasehold pursuant to the terms and conditions of that certain
Sublease Agreement (Pre-construction) between MPT of North Cypress, L.P.
as Lessor and North Cypress Medical Center Operating Company, Ltd. as
Lessee, a memorandum of which is recorded June _____, 2005 under Clerk's
File No. _____ of Official Records.
12. Leasehold and sub-leasehold pursuant to the terms and conditions of that
certain Lease Agreement (Post-construction) between MPT of North Cypress,
L.P. as Lessor and North Cypress Medical Center Operating Company, Ltd. as
Lessee, a memorandum of which is recorded June _____, 2005 under Clerk's
File No. _____, of the Official Records of Xxxxxx County, Texas.
EXHIBIT "C"
LEASES TO BE ASSIGNED
Net Ground Lease (Hospital Tract) between North Cypress Property Holdings, Ltd.,
as Lessor and MPT of North Cypress, L.P. as Lessee, a memorandum of which is
recorded June _____, 2005 under Clerk's File No. _____, of the Official Records
of Xxxxxx County, Texas.
