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Exhibit 10.3
LEASE AGREEMENT
By and Between
Pinecrest Care Center,
an Ohio general partnership
"Lessor"
and
Arbor Health Care Company,
a Delaware Corporation
"Lessee"
July 23, 1997
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TABLE OF CONTENTS
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1. FACILITY.................................................................................................1
2. LEASE TERM...............................................................................................1
3. RENT.....................................................................................................1
(a) Rent During the Initial Term...........................................................1
(b) Rent During Extended Term(s)...........................................................2
4. USE; REVENUES............................................................................................2
5. LESSOR'S TITLE...........................................................................................2
6. COVENANTS OF LESSEE......................................................................................3
(a) Operation of Premises..................................................................3
(b) Business Use...........................................................................3
(c) Lawful use.............................................................................4
(d) Hold Harmless..........................................................................4
(e) Creation of Additional Hazards.........................................................4
(f) Utilities..............................................................................4
(g) Provisions as to Maintenance, Repair, Replacement, and Restoration.....................4
(h) Alterations and Improvements...........................................................4
(i) Liens..................................................................................5
(j) Taxes and Fees.........................................................................5
(k) Insurance and Liability................................................................5
(l) Lessee's Failure to Maintain Insurance, Pay Liens, Utilities, Taxes....................6
(m) Fixtures and Personal Property.........................................................6
(n) Surrender of Possession at End of Lease................................................6
(o) Assignment of Lease....................................................................6
(p) Right of Entry.........................................................................7
(q) Rent Demand............................................................................7
(r) Lessor Liability.......................................................................7
(s) Cumulative Nature of Lessor's Rights...................................................7
(t) Lessee's Personalty....................................................................7
(u) Hold-Over..............................................................................7
(v) Triple Net Lease.......................................................................7
7. COVENANTS OF LESSOR......................................................................................7
(a) Quiet Enjoyment........................................................................7
(b) Absence of Deficiencies................................................................8
(c) Management and Control.................................................................8
(d) Lessor's Other Warranties..............................................................8
8. CONDITIONS...............................................................................................9
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9. PROVISIONS AS TO LOSS OF USE OF PREMISES................................................................11
10. ACCESS TO RECORDS.......................................................................................11
11. INDEMNIFICATION.........................................................................................12
12. DEFAULT BY LESSEE.......................................................................................12
13. LESSOR'S BREACH.........................................................................................13
14. NO ASSUMPTION OF LIABILITIES............................................................................13
15. MANAGEMENT BY LESSEE....................................................................................13
16. FORCE MAJEURE...........................................................................................14
17 REPLACEMENT RESERVE.....................................................................................14
18. TERMINATION PAYMENTS....................................................................................14
19. BROKERS.................................................................................................14
20. NOTICES.................................................................................................15
21. MEMORANDUM OF LEASE.....................................................................................15
22. RELATIONSHIP............................................................................................15
23. WAIVER..................................................................................................16
24. ENTIRE AGREEMENT........................................................................................16
25. AMENDMENTS..............................................................................................16
26. BINDING EFFECT..........................................................................................16
27. HEADINGS................................................................................................16
28. USE OF NAME.............................................................................................16
29. GOVERNING LAW...........................................................................................16
30. ATTORNEYS FEES..........................................................................................16
31. AUTHORITY...............................................................................................16
32. SECURITY DEPOSIT........................................................................................16
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LEASE AGREEMENT
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This Lease Agreement ("Lease") is made as of this 23rd day of July,
1997, by and between PINECREST CARE CENTER, an Ohio general partnership, x/x
Xxxxxx X. Xxxxxx, 000 S.R. 160, X.X. Xxx 000, Xxxxxxxxxx, XX 00000 (hereinafter
referred to as "Lessor"), and ARBOR HEALTH CARE COMPANY, a Delaware corporation,
of 0000 Xxxxxxx Xxxx, X.X. Xxx 000, Xxxx, Xxxx 00000-0000 (hereinafter referred
to as "Lessee").
For valuable consideration, the receipt and sufficiency of which are
acknowledged, Lessor and Lessee hereby agree as follows:
1. FACILITY. Lessor hereby leases to Lessee and Lessee hereby leases
from Lessor the one hundred sixteen (116) bed licensed nursing home facility
("Facility") located at 000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000, including
the land and all easements, rights, and other appurtenances relating to the land
("Land") more particularly described on Exhibit A attached hereto and made a
part hereof. The Facility includes the Land and all buildings, improvements, and
fixtures located thereon and all furniture, equipment, and other personal
property used in connection with the Facility; including, but not limited to,
the furniture, fixtures, equipment, and other personal property being set forth
on Exhibit B attached hereto and made a part hereof.
2. LEASE TERM. The term of this Lease shall commence on September 1,
1997, (Commencement Date" and each September 1 thereafter to be known as the
"Anniversary Date"), and shall terminate on August 31, 2002 ("Termination
Date"), unless Lessee exercises its right of renewal as hereinafter provided.
Such initial five (5) year term shall be referred to as the "Initial Term".
Lessor shall give Lessee possession of the Facility on the Commencement Date. As
used in this Lease, "Lease Year" means the twelve (12) calendar month period
beginning on the Commencement Date and each twelve (12) calendar month period
thereafter.
If no event of default shall have occurred and be continuing, Lessee is
hereby granted the right to renew this Lease for three (3) five (5) year
optional renewal terms ("Extended Terms"), upon giving written notice to Lessor
of each such extension at least one hundred-eighty (180) but not more than three
hundred-sixty (360) days prior to the termination of the then current term.
During each such Extended Term, all of the terms and conditions of this Lease
shall continue in full force and effect.
3. RENT.
(a) RENT DURING THE INITIAL TERM. Rent in the Lease Years of
the Initial Term shall be as follows:
Lease Year 1 - Two Hundred Forty-Five Thousand and No/100 Dollars
($245,000.00);
Lease Year 2 - Two Hundred Fifty-Five Thousand and No/100 Dollars
($255,000.00);
Lease Year 3 - Two Hundred Sixty-Five Thousand and No/100 Dollars
($265,000.00);
Lease Year 4 - Two Hundred Seventy-Five Thousand and No/100 Dollars
($275,000.00); and
Lease Year 5 - Two Hundred Eighty-Five Thousand and No/100 Dollars
($285,000.00).
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The rent during each Lease Year shall be paid in advance in equal
consecutive monthly installments.
(b) RENT DURING EXTENDED TERM(S). For each of the Lease Years
of any Extended Term, Lessee agrees to pay in advance to Lessor, as and for rent
for the Facility, an amount equal to the sum of: (i) Three Hundred Thousand and
No/100 Dollars ($300,000.00) per Lease Year (the "Extended Term Base Rent");
plus (ii) fifty percent (50%) of any increase over and above the Medicaid
Capital Cost Property Component in existence at the beginning of the first Lease
Year of the first Extended Term to which Lessee or the Facility is entitled to
receive ("Additional Rent"). Notwithstanding anything to the contrary stated
herein, the aggregate Additional Rent in any Lease Year shall not exceed the
total sum of Five Thousand Six Hundred and No/100 Dollars ($5,600.00). The
Additional Rent shall be cumulative from year to year so long as the additional
Medicaid reimbursement received by Lessee and which serves as the basis for the
Additional Rent also continues from year to year.
The rent during any Extended Term shall be paid in advance in equal
monthly installments and shall be based on the Extended Term Base Rent. The
Additional Rent shall be effective during the month when any such increased
Medicaid Capital Cost Property Component becomes effective, and Lessor's portion
shall be paid with the next monthly installment of the Extended Term Base Rent
after Lessee shall have received the above-described amount. Notwithstanding the
above provision for Additional Rent, no Additional Rent shall be payable in
respect of any Medicaid Capital Cost Component paid to Lessee resulting from
Lessee's renovations, remodeling, or improvements to the Facility which are paid
for by Lessee. Additional Rent shall not be due and payable unless Lessee
exercises its option(s) to renew the Lease pursuant to Section 2 hereof. Lessee
shall provide Lessor access at all reasonable times to Lessee's books and
records to verify Lessee's calculations of Additional Rent.
4. USE; REVENUES. Lessee intends to use the property leased hereunder
to operate a nursing home and/or intermediate care facility in accordance with
policies and procedures adopted by Lessee. Lessee agrees to use best efforts to
keep all one hundred sixteen (116) beds at the Facility licensed for use
throughout the Lease term. Lessor acknowledges that all revenues and receipts of
operation shall belong to Lessee. At the Termination Date (unless extended by
Lessee in accordance with the terms hereof) and upon written request from
Lessor, Lessee shall surrender the physical plant which comprises the Facility
with a valid nursing home license issued by the State of Ohio and in a condition
which qualifies for Medicare certification as a skilled nursing home
facility.Lessee may, in its sole and absolute discretion, reduce the licensed
capacity of the facility by up to eight (8) beds at any time during the term of
the Lease, and Lessee shall not be required to re-license any such beds upon
termination of the Lease.
5. LESSOR'S TITLE. Lessor represents and warrants to Lessee that it has
fee simple and marketable title to the Facility, that it has full right and
power to execute and perform this Lease, and that title to the Land and the
Facility is free and clear of all mortgages, liens, and encumbrances, except
restrictions, conditions, and easements of record, taxes and installments of
assessments not yet due and payable, and those other matters set forth on
Exhibit C attached hereto (the "Permitted Encumbrances"). Lessor further
represents and warrants that the Permitted Encumbrances do not, nor will they
prohibit the Facility to be licensed and operated as a nursing home under the
laws of the State of Ohio and participate in the state Medicaid and federal
Medicare programs and receive
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reimbursements therefore.
In the event that Lessor shall at any time fail to pay any installments
of principal or interest or any other sum under any mortgage or indenture now or
hereafter placed on the Facility, Lessee, if not in default under the terms of
this Lease, shall have the right, but not the obligation, upon thirty (30) days
written notice to Lessor, to pay such principal, interest, and other sums with
respect to which Lessor may be in default. Lessee may deduct such nonpayment by
Lessor, with interest thereon at the rate provided in Section 6 (l) of this
Lease from the date of payment, from the next succeeding installments of rent
until Lessee shall have been fully reimbursed for such payment, expense, and
interest.
Lessor represents and warrants that at no time during the term of this
Lease will it permit the total, aggregate balance then outstanding under the
current mortgage or any future mortgage or mortgage(s) to exceed One Million
Five Hundred Thousand and No/100 Dollars ($1,500,000.00), without the prior
written consent of Lessee. Lessor agrees that any mortgagee(s) of the Facility
shall, by written, recorded agreement, on request of Lessee, recognize the
rights of Lessee under this Lease and assure Lessee of continued and undisturbed
occupancy and possession of the Facility regardless of any defaults by Lessor
under, or foreclosure by said mortgagee(s) of, the applicable mortgage(s). At
the request of Lessor, Lessee shall subordinate its leasehold rights hereunder
in whole or in part to the above mortgage or to future mortgages, but only in
the event that said mortgage or mortgages shall comply with the terms of this
section.
6. COVENANTS OF LESSEE. Lessee does hereby covenant and agree with
Lessor as follows:
(a) OPERATION OF PREMISES. Lessee acknowledges that prior
business usage of the premises as a nursing home by Lessor or its managers or
operators has resulted in the creation of goodwill and that the useful life of
the premises extends beyond the term of this Lease and that Lessor may resume
the operation of this Lease or upon the termination of this Lease and that the
willful failure by Lessee to operate the premises in accordance with applicable
Ohio nursing home licensure standards in effect from time to time can cause
damage to Lessor. Therefore, Lessee warrants and agrees that it will endeavor to
operate the premises at all times during the term of this Lease as a nursing
home in accordance with applicable Ohio nursing home licensure standards in
effect from time to time.
(b) BUSINESS USE. Lessee agrees that the demised premises
shall be operated by no other person or firm except upon and with the written
consent of Lessor and shall be used for the sole business purpose of a nursing
home, including ancillary services directly related to health care services and
patient care and comfort. The preceding shall not preclude Lessee's use of third
party providers of health care service at the Facility. Lessee agrees to operate
its business during each calendar day, unless prevented from doing so by
casualty or other conditions set forth in Article 16 hereof. Lessee further
covenants that it has or will immediately apply for all the necessary permits
and certificates to operate the Facility and will diligently pursue the same and
that it shall use best efforts to keep said certificates in full force and
effect during the term of this Lease.
(c) LAWFUL USE. Lessee will use and occupy the premises and
appurtenances thereto in a careful, safe, and proper manner, and will not commit
or suffer any waste therein, or
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permit the same to be used for any unlawful purpose, and will conform to and
abide by any and all valid governmental regulations respecting the demised
premises and the use and occupancy thereof.
(d) HOLD HARMLESS. Lessee shall indemnify and save harmless
Lessor from and against all loss sustained or damage for injury to person or
property sustained on said premises and from all loss, liability, or damage by
reason of the operation of said nursing home by Lessee, unless such loss is due
to the negligence or fault of Lessor.
(e) CREATION OF ADDITIONAL HAZARDS. Lessee will neither do,
nor permit, any act or thing which may increase the casualty or fire hazard or
insurance rates on such buildings except with the proper consent of Lessor and
assumption by Lessee, during the original term or any Extended Term of this
Lease, of additional rates arising from such additional potential hazard.
(f) UTILITIES. Lessee will pay, before delinquent, all
telephone, heat, water, gas, electric, sanitary sewer or other utility expense
or assessment, or trash removal expense which may be assessed or charged against
Lessee during the term of this Lease.
(g) PROVISIONS AS TO MAINTENANCE, REPAIR, REPLACEMENT, AND
RESTORATION. Lessee agrees that, subject to ordinary wear and tear and the
provisions of Article 9, at its sole cost and expense, to maintain the Facility
and make all necessary repairs to the buildings and all the interior and
exterior components, systems, fixtures, and equipment, including state and
federally mandated building repairs, improvements, or modifications necessitated
by laws or regulations as may be necessary to maintain the Facility in as good
repair and condition as the same are on the date of the commencement of this
Lease (after giving effect to the Mandated Improvements as hereinafter defined
in this paragraph), or which may be required by any laws, ordinances, or
regulations of any pubic authority having jurisdiction. In fulfilling its
obligations of maintenance hereunder during the Initial Term, Lessee covenants
and agrees to make capital expenditures at the Facility in the minimum amount of
Two Hundred Thousand and No/100 Dollars ($200,000.00) during the course of such
Initial Term (the "Mandated Improvements"). No such specific requirement shall
apply to any Extended Terms.
(h) ALTERATIONS AND IMPROVEMENTS. Lessee shall have the right,
at its expense, to perform, from time to time, alterations and leasehold
improvements at the Facility, provided all work shall be done in a good and
workmanlike manner and in accordance with applicable codes and regulations, and
provided that with respect to structural or major alterations Lessor has given
written approval of such alterations or improvements, Lessor's consent not to be
unreasonably withheld or delayed. "Major Alterations" shall mean those costing
in excess of Twenty-Five Thousand and No/100 Dollars ($25,000.00). Lessee shall
not allow any mechanic's or other liens to exist against the Facility by reason
of work, labor, services, or materials supplied or claimed to have been supplied
to Lessee upon the termination or expiration of this Lease. Any and all
permanent alterations and lease hold improvements made by Lessee to the Facility
shall remain the absolute property of Lessor [subject to the provisions of
Section 6(t) herein], without reimbursement or adjustment by Lessor to Lessee,
either during or at the termination of this Lease.
(i) LIENS. Lessee shall not suffer or permit any liens to be
attached to the premises, building, improvements, appurtenances, trade fixtures,
apparatus, or equipment of Lessor located on said premises. If liens do occur
and Lessee does not discharge said liens within sixty (60)
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days of written notice by Lessor, or if legal action is taken before sixty (60)
days to satisfy said liens, then Lessor may pay said lien and charge said costs
as outlined in Section 6(l) hereunder; provided, however, Lessee may
legitimately contest any lien that it feels is improper as long as the
contesting of said lien does not cause foreclosure or other proceedings which
puts the property of Lessor in jeopardy, and in that case Lessor can satisfy the
Lien as outlined herein.
(j) TAXES AND FEES. Lessee shall pay all license fees,
assessments, and sales, use, real and personal property, and other taxes or
assessments now or hereafter imposed on the leased property by reason of
ownership, leasing, renting, possession, or use, whether they be assessed to
Lessor or Lessee, together with any penalties or interest in connection
therewith (unless Lessor shall not have timely forwarded any tax xxxx to
Lessee). If any tax related to the leased premises is now or hereafter required
by law to be assessed or billed to Lessor, Lessee, at its expense, will do
anything required to be done by Lessor in connection with the levy, assessment,
billing, or payment of such tax, and is hereby authorized by Lessor to act on
Lessor's behalf in such respects. Lessee will cause all xxxxxxxx of such taxes
to Lessor to be made by Lessor in care of Lessee and will, from time to time on
request of Lessor, submit written evidence of the payment of all of the
governmental obligations mentioned in this Section. Real estate taxes and
assessments shall be prorated as of the Commencement Date and Termination Date.
(k) INSURANCE AND LIABILITY. Lessee shall procure and maintain
in force throughout the term of this Lease, with a responsible insurance company
or company reasonable acceptable to Lessor, insurance policies insuring the
Facility and its contents for fire and extended damage coverage. Coverage and
amounts thereof shall be 100% of replacement value and shall be updated annually
as to that replacement value. In addition, Lessee shall maintain proper business
interruption insurance for at least three hundred sixty-five (365) days loss of
income. Lessee acknowledges this responsibility to pay rent during the period of
any rebuilding carried out under the terms of Section 9 (a) hereof. In addition
thereto, Lessee agrees to maintain, at Lessee's expense, liability insurance
coverage in an amount of not less than $5,000,000.00/$10,000.000.00. Said policy
shall be procured by Lessee, at its own expense, and all policies shall name
Lessor and Lessee as insured and shall provide that the policies may not be
canceled or altered without at least thirty (30) days written notice to Lessor.
Lessee shall provide Lessor with such evidence of the insurance company as
Lessor may require. The mortgagee of Lessor shall also be named as an insured
party and the policy shall further provide that it may not be canceled or
altered without at least thirty (30) days advance written notice to Lessor's
mortgagee. Lessee may provide the insurance required thereunder through the
blanket coverage insurance policies which it may from time to time maintain.
Neither Lessor nor Lessee shall be liable (by way of subrogation or
otherwise) to any other party (or any insurance company insuring another party)
for any loss or damage to any property covered by insurance, even though such
loss or damage might have been caused by the negligence of Lessor or Lessee, or
their respective agents, servants, employees, clients, invitees, patrons, or
guests. This provision shall be in effect only so long as the applicable
insurance policies provide that this waiver shall not affect the right of the
insured to recover under such policies, and each party shall use its best
efforts (including payment of additional premiums by Lessee, if necessary) to
have its insurance policies contain the standard waiver of subrogation clause.
In the event Lessor's or Lessee's insurance carrier declines to accept a
standard waiver of subrogation clause, Lessor or Lessee, as the case may be,
shall promptly notify the other party, in which event the other party shall not
be required to have its insurance policy contain such waiver of subrogation
clause.
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(l) LESSEE'S FAILURE TO MAINTAIN INSURANCE, PAY LIENS,
UTILITIES, OR PAY TAXES. In the event Lessee fails to make any payment or do any
act required hereof, including but not limited to failure to pay any lien,
utility, or taxes and failure to maintain required insurance, Lessor may,
without notice of demand, and without releasing Lessee from any obligation
hereunder or waiving any breach hereof, make or do the same, and may pay,
purchase, contest or compromise any charge, lien or encumbrance that in the
judgment of Lessor appears to affect the lease property thereby incurring any
liability and expending any amounts Lessor may, in its discretion, deem
necessary or appropriate. All expenses so paid or incurred by Lessor shall be
due immediately, shall be payable by Lessee without demand, and shall bear
interest until paid at the prime rate of interest announced from time to time by
Provident Bank, plus two percent (2%) per annum, or fifteen percent (15%) per
annum, whichever is greater; but in no event more than the maximum lawful rate.
(m) FIXTURES AND PERSONAL PROPERTY. Lessee warrants that all
furniture, fixtures, equipment, and apparatus listed on Exhibit B and the
heating plant, air conditioner system, and electrical system will be in good
working order and repair at the termination of the Lease, and if not, they shall
be repaired by Lessee at Lessee's expense.
During the term of this Lease, Lessee agrees to replace or repair any
and all furniture, fixtures, and equipment listed on Exhibit B as necessary for
the operation of the Facility and to pay for said furniture, fixtures, and
equipment replacement or repair. At the termination of the Lease, it is agreed
and understood that the property so listed on Exhibit B, replaced or repaired by
Lessee will become the sole and exclusive property of Lessor, without expense to
Lessor.
(n) SURRENDER OF POSSESSION AT END OF LEASE. Lessee agrees to
surrender possession of the leased premises to Lessor at the end of the term,
without notice or demand, in as good as condition as when entered, ordinary wear
and tear excepted and subject to the provisions of Section 6(g) and Article 9
hereof. Upon termination, Lessee agrees to reimburse Lessor for any damage done
to said premises during the term of the Lease.
(o) ASSIGNMENT OF LEASE AND/OR SALE. This Lease shall not be
sublet or assigned, and Lessee will not assign or allow the Facility to be
managed by any other party without the prior written consent of the Lessor.
Lessor's consent to the assignment of this Lease shall not be
required if the assignment is to a corporation which is a wholly owned
subsidiary or affiliated corporation (as that term is defined in Internal
Revenue Code Section 1504) of Lessee and provided that the succeeding
corporation expressly assumes by appropriate written instruments and authority
the obligation of Lessee hereunder whether accrued or accruing prior to or after
the date of such assignment or assumption. Lessee acknowledges that Lessor has
the right, at any time during the Initial Term or any Extended Term of this
Lease, to sell the Facility to a third party or assign the Lease to another
entity, subject to Lessee's rights hereunder.
(p) RIGHT OF ENTRY. Lessor, or any of its duly authorized
agents, may enter upon the premises, at all reasonable times, to examine the
condition of the premises and the state of repair and maintenance being
performed by Lessee.
(q) RENT DEMAND. Every demand for rent made after the same
falls due shall have
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the same effect in law as if made on the day and at the time the same is due,
any provision to the contrary notwithstanding.
(r) LESSOR LIABILITY. Lessee agrees that all personal property
of every kind and description that may at any time be in and or on the premises
shall be at Lessee's sole risk and that Lessor shall not be liable for any
damage to the said property unless caused by action of Lessor.
(s) CUMULATIVE NATURE OF LESSOR'S RIGHTS. All rights and
remedies of Lessor under this Lease shall be cumulative and none shall be
exclusive of any other right or remedy allowed by law.
(t) LESSEE'S PERSONALTY. Lessee shall have the right and
privilege at the expiration of the Lease, or any extension or renewal thereof,
to remove all of its furniture and equipment, except those items which have
become permanently affixed to the premises, and for this purpose said furniture
and equipment shall be considered personalty to the extent to which they have
not been permanently fixed to the premises; provided Lessee shall promptly
repair any damage occasioned by the removal. At the expiration of this Lease,
Lessee shall have no right or claim to the personal property described in
Exhibit B attached hereto or any replacements thereof, which shall remain the
absolute and exclusive property of Lessor.
(u) HOLD-OVER. Rights acquired under this Lease shall not
extend beyond their term herein granted, and no holding over, or continuing in
the occupancy of the leased premises shall cause or be construed to be an
extension of said Lease; but in any and all such cases Lessee shall be a tenant
at will at the option of Lessor, subject to removal by said Lessor by summary
process and proceedings. Lessee hereby agrees to pay for the time said Lessee
shall retain possession of said premises after the termination of this Lease, at
the rate of rental for the last month of the term of said Lease, and to pay all
expenses of Lessor incurred in enforcing the provisions hereof.
(v) TRIPLE NET LEASE. Lessee and Lessor acknowledge that this
is a "Triple Net Lease" and that, except as otherwise provided herein, all costs
of maintaining the Facility as specified in this Lease Agreement including but
not limited to taxes and assessments, insurance, all maintenance and repairs and
all alterations and additions are the responsibility and cost of Lessee.
7. COVENANTS OF LESSOR.
(a) QUIET ENJOYMENT. Lessor will warrant and defend Lessee in
the enjoyment and peaceable possession of the demised premises (both Land and
Facility, including the property listed on Exhibit B, all of which property is
referred to in this Lease as the "Facility") during the term hereof, if Lessee
shall perform any and all of the covenants, agreement, terms, and conditions
herein agreed to be kept by Lessee. The covenants contained in this Section 7(a)
shall not be restricted, limited, or qualified by any other provision of this
Lease.
(b) ABSENCE OF DEFICIENCIES. Lessor covenants and agrees that
the demised premises will be delivered to the Lessee upon the commencement of
this Lease free from all orders, notices, and violations filed or entered by any
public or quasi-public authority and free from complaints and/or reports of
violations filed with any federal, state, county, municipal or other authority,
unless such conditions shall be due to the fault of Lessee.
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(c) MANAGEMENT AND CONTROL. Lessor covenants and agrees that
Lessee shall have the entire right of management, control and operation of the
Facility and business which is the subject matter of said Facility, namely, the
operation of a duly licensed nursing home, without interference, hindrance or
directly or indirectly, by the Lessor or any officers, agents, directors or
employees of Lessor.
(d) LESSOR'S OTHER WARRANTIES. Lessor further warrants to
Lessee as follows:
1. There are and will be no leases, contracts, or
similar agreements or obligations in force which affect the use or occupancy of
the premises as a nursing home facility.
2. Lessor is not aware of any violation and there
have been no notices of violation of any applicable law, order, ordinance, rule,
regulation, or requirements, or of any covenant, condition or restriction
affecting or relating to the use or occupancy of the premises as a nursing home
facility issued by any governmental agency or any person entitled to enforce
same.
3. To the best of Lessor's knowledge, there are
currently pending no legal or administrative proceedings or investigations in
any court or agency of any nature whatsoever or judgments, orders, writs,
injunctions, regulations, codes, or ordinances affecting the use of the Facility
by Lessee as a nursing home facility.
4. Lessor will cooperate fully with Lessee to permit
a smooth transition of operations at the Facility, including but not limited to,
doing all things to assist Lessee in obtaining all licenses, permits and
certificates necessary for the operation of a nursing home at the Facility.
5. To the best of Lessor's knowledge, (i) neither
Lessor nor the current tenant is in violation of any federal, state, or local
legal or regulatory requirement of an kind or nature whatsoever relating to the
Facility (including zoning and land use laws, building, safety, or health
ordinances and codes), or of any covenants, conditions, and restrictions
affecting or relating to the use or occupancy thereof; (ii) neither Lessor nor
the current tenant has received any notice from any governmental agency or
authority of any pending proceeding to take all or any part of the assets
(whether leased or owned) by condemnation or right of eminent domain and, to the
best of the knowledge of Lessor, no such proceeding is threatened; and (iii)
Lessor or the current tenant now has and will maintain in effect all licenses,
permits, certificates of need, Section 1122 approvals, facility certifications,
provider agreements, consents, and other authorizations from all federal, state,
municipal, and other governmental agencies or authorities as are necessary to
lawfully operate all beds contained in the Facility as a nursing home that is
dually certified to provide skilled nursing and intermediate care facility
services, and to receive payment therefor under the Medicare and state Medicaid
programs (the "Government Approvals") and there are no, and no notices have been
given to any party of any, violations or breaches of any law, rule, regulation,
order, certificate, agreement, condition in participation, or standard related
to any of the governmental authorizations except taxes that have been cured or
were given formal waivers at the time of the claim.
6. As of August 31, 1997, all Facility systems,
equipment, and the structure of the buildings on the land shall be in good
working order and condition. Lessor warrants that it has no knowledge of any
latent defects respecting the Facility.
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8. CONDITIONS. Lessee's obligations hereunder shall be further subject
to and contingent upon all of the following, at Lessee's option, unless waived
in writing by Lessee:
(a) Lessee shall have obtained in its name, as Lessee, all
licenses, certificate of need, Medicare and Medicaid certifications, or other
governmental approvals or authorizations of any kind required to permit Lessee
to lease and operate the Facility as presently operated and to obtain Medicare
and Medicaid reimbursement ("Lessee's Government Approvals"). Lessee agrees to
make application for Lessee's Government Approvals as soon as practicable and to
diligently pursue the approval of such applications. Lessor agrees to cooperate
fully with Lessee to obtain Lessee's Government Approvals. It shall be a
condition of Lessee's obligations under this Lease that:
(i) Lessee shall have obtained in its name prior to
September 30, 1997, a license to operate the Facility as a nursing home; and
(ii) Certification of the Facility as a dually
certified skilled nursing intermediate care facility under the Medicare and
Medicaid programs, and provider agreements to participate in such programs not
later than September 30, 1997. Should said licensing and certifications not be
obtained by said dates, then Lessor or Lessee may give a written notice to the
other of cancellation of this Lease to be effective at the end of the calendar
month next following the date of receipt of said written notice. In order that
Lessee may take possession of the Facility and operate same as of the
Commencement Date, the current tenant of the Facility shall have delivered a
letter of responsibility to the Ohio Department of Health allowing Lessee to
operate the Facility until receipt of Lessee's Government Approvals.
(b) Receipt by Lessee and approval of a commitment for the
issuance to Lessee of an ALTA Form B leasehold title insurance policy currently
dated and showing Lessor to hold fee simple title to the Land, free and clear of
all liens, defects, encumbrances, assessments, encroachments, reservations, and
restrictions, whatsoever except for (i) zoning ordinances, (ii) real estate
taxes and installments of assessments which are not delinquent, and (iii)
easements, agreements, and restrictions of record which do not interfere with
Lessee's intended use of the Facility. The commitment shall be in the amount of
One Million Four Hundred Thousand and No/100 Dollars ($1,400,000.00) and shall
be paid for by Lessee.
(c) Receipt and approval by Lessee of a staked survey of the
Land containing a legal description thereof and showing the location of all
improvements and easements located on the Land in relation to property lines and
all roadways adjoining the Facility. The survey shall be paid for by Lessee.
(d) Receipt and approval by Lessee of a report showing that
the Facility is not subject to collections of radon gas or radon gas
infiltration. The test and report shall be paid for by Lessee.
(e) Receipt and approval by Lessee of a report of an
environmental audit ("Audit") of the Facility prepared by a registered engineer
("Engineer") acceptable to the Lessee. The Audit shall contain the results of
the following:
(i) Search of records of governmental agencies
(local, state, and federal)
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on environmental matters respecting the Facility and adjoining land, if any,
owned by Lessor;
(ii) Physical inspection of the Facility; and,
(iii) if there is any reason to suspect the presence
of hazardous materials, then appropriate samples and tests of the soil, surface
water, and ground water;
(iv) further, if the Facility is uncontaminated, a
certification by the Engineer that the Facility meets all federal and state of
Ohio environmental statues and regulations.
The Audit must be in form and substance satisfactory to Lessee. Lessor
shall fully cooperate in providing to Lessee's Engineer all pertinent
information it may have which relates to the Audit, as requested by Engineer.
The cost of the Audit shall be paid for by Lessee.
(f) The current tenant of the Facility shall have timely filed
a forty-five (45) day notice with the Ohio Department of Human Services.
If items (b) and (c) shall not have been satisfied or waived in writing
by Lessee by July 11, 1997, then, in that event, Lessee shall have the option of
canceling this Lease by giving written notice to Lessor not later than July 11,
1997.
Lessee shall give written notice on or before July 11, 1997, to Lessor
stating whether Lessee intends to have the tests conducted which are provided
for in Items (d) and (e). If Lessee elects to have either or both tests
conducted, then each of these conditions must be satisfied or waived not later
than July 11, 1997, and if either or both conditions shall not have been
satisfied or waived by said date, then, in that event, Lessee shall have the
option of canceling this Lease by giving written notice to Lessor not later than
July 11, 1997.
At the termination of the Lease, Lessee shall, at Lessor's request, do
all things reasonably necessary to transfer the nursing home license to Lessor
or its designee.
9. PROVISIONS AS TO LOSS OF USE OF PREMISES.
(a) FIRE AND OTHER UNAVOIDABLE CASUALTY. If the Facility is
partially or totally destroyed by fire, the elements or other casualty, Lessor
shall restore or rebuild the same as nearly as practicable to the condition at
the time of the commencement of the Lease, such restoring or rebuilding to be
commenced and completed as soon as reasonably possible after such fire or
destruction and to be completed in the event of total destruction within three
hundred sixty-five (365) days from the date of the casualty. During the time the
restoring or rebuilding of the premises is being carried out, Lessee shall be
responsible for paying the rent. Notwithstanding the foregoing, in the event
that such fire or other casualty shall destroy more that fifty percent (50%) of
the then value of the Facility including the property listed on Exhibit B (and
all replacement thereof), and the premises cannot be rebuilt or restored within
three hundred sixty-five (365) days, then Lessor or Lessee may terminate this
Lease as of the day of such damage or destruction by giving written notice to
the other of its election to do so within thirty (30) days after such damage or
destruction. If said Lease is not terminated, the premises shall be rebuilt or
restored as provided herein, as soon as reasonably practicable.
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(b) EMINENT DOMAIN. If the whole or any material portion of
the Facility is taken by or conveyed to any public authority under the power of
eminent domain, Lessee may terminate this lease as of the date possession is
delivered to such authority or purchaser and any rent paid in advance, as of
such delivery date, shall be refunded to Lessee. Lessee shall have the right to
continue the possession of any part of the Facility not taken under the power of
eminent domain, upon the same terms and conditions hereof, provided that the
rent shall be reduced in direct proportion to the number of licensed beds in the
Facility which are rendered unusable by the taking. The reduction shall be based
on the ratio of the licensed beds which are lost to the total number of licensed
beds presently in the Facility which is one hundred sixteen (116). Lessee shall
not be entitled to proceeds arising from condemnation or the threat thereof
unless a specific award or allegation is made for Lessee's interest, provided,
however, nothing contained herein shall be deemed or construed to prevent Lessee
from enforcing and prosecuting a claim for the value of its interest in a
condemnation proceeding brought against either under a power of eminent domain.
Lessor and Lessee shall fully cooperate with each other in pursuing awards for
their respective interests.
10. ACCESS TO RECORDS. Notwithstanding any other provision of this
Lease, Lessor and Lessee agree that they will make available, upon written
request of the Secretary of Health and Human Services, or upon request of the
Comptroller General, or any of their duly authorized representatives, the
contract, and books, documents and records necessary to comply with the
provisions of Section 952 of the Omnibus Reconciliation Act of 1980, Section
1861 (v)(1)(I) of the Social Security Act, to the extent that such are now in
either party's possession or come into either party's possession following the
execution of this Lease, until the expiration of four (4) years after the
furnishing of services pursuant to this Lease, within the meaning of that
Section. This Article 10 shall continue to be effective between the parties
notwithstanding the termination or recision of all or part of the remainder of
this Lease.
11. INDEMNIFICATION. Lessee shall indemnify and save Lessor harmless of
and from any loss, cost, damage, or expense whatsoever arising out of any
accident or other occurrence causing injury to any person or property due
directly or indirectly to the use of the leased premises or any public or
private property adjacent thereto by Lessee or any person claiming under Lessee,
or as the result of any act or omission of Lessee, its agents and employees, or
the act of any other person.
Lessor shall indemnify and hold Lessee harmless from any claims for
personal injury or property damage arising from Lessor's default in the
performance of its obligations under this Lease.
12. DEFAULT BY LESSEE. This Lease is made upon the condition that
Lessee shall punctually and faithfully perform all of the covenants and
agreements by it to be performed as herein set forth, and if any of the
following events of default shall occur, to wit: (a) any installment of rent or
any other sums required to be paid by Lessee hereunder, or any part thereof,
shall, at any time be in arrears and unpaid by Lessee hereunder, or any part
thereof, shall, at any time be in arrears and unpaid after the same is due and
payable for ten (10) days after receipt of written notice from Lessor; (b) there
be any default on the part of the Lessee in the observance or performance of any
of the other covenants agreements, or conditions of this Lease on the part of
the Lessee to be kept and performed, and said default shall continue for a
period of thirty (30) days after written notice thereof from Lessor to Lessee
[unless such default cannot reasonably be cured within thirty (30) days and
Lessee shall have commenced to cure said default within said thirty (30) days
and continues diligently to pursuant
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the curing of the same]; (c) Lessee shall file a petition in bankruptcy, have a
petition filed against it or be adjudicated as bankrupt, or file any petition or
answer seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief for itself under any present or
future federal, state or other statute, law or regulation or make an assignment
for the benefit of creditors; (d) any trustee, receiver or liquidator of Lessee
or of all or any substantial part of its properties or of the premises shall be
appointed in any action, suit or proceeding by or against Lessee and such
proceeding or action shall not have been dismissed within thirty (30) days after
such appointment; (e) the leasehold estate hereby created shall be taken on
execution or by other process of law; (f) Lessee shall vacate or abandon the
premises; or (g) the license for the operation of the Facility or the
certification of the Facility's eligibility for Medicare and/or Medicaid are at
any time suspended, terminated, or revoked and such suspension, termination, or
revocation shall continue unstayed and in effect for a period of fifteen (15)
days consecutively, which period shall be automatically extended during the
pendency of any proceeding, review, or appeal regarding such suspension,
termination, or revocation (Lessee shall promptly notify Lessor in writing of
any such pending proceeding), then and in any of said cases, Lessor, at its
option, may, by written notice, terminate this Lease and re-enter upon the
premises and take possession thereof with full right to xxx for and collect all
sums or amounts with respect to which Lessee may then be in default and accrued
up to the time of such entry, including damages to Lessor by reason of any
breach or default on the part of Lessee, or Lessor may, if it elects to do so,
bring suit for the collection of such rents and damages without entering into
possession of the premises or voiding this Lease.
In addition to, but not in limitation of, any of the remedies set forth
in this Lease or given to Lessor by law or in equity, Lessor shall also have the
right and option, in the event of any default by Lessee under this Lease and the
continuance of such default after the period of notice above provided, to retake
possession of the premises from Lessee by summary proceedings or otherwise, and
it is agreed that the commencement and prosecution of any action by Lessor in
forcible entry and detainer, ejectment or otherwise, or any execution of any
judgment or decree obtained in any action to recover possession of the premises,
shall not be construed as an election to terminate this Lease unless Lessor
expressly exercises its option hereinbefore provided to declare the term hereof
ended, whether or not such entry or re-entry be had or taken under summary
proceedings or otherwise, and shall not be deemed to have absolved or discharged
Lessee from any of its obligations and liabilities for the remainder of the term
of this Lease, and Lessee shall, notwithstanding such entry or re-entry,
continue to be liable for the payment of the rents and the performance of the
other covenants and conditions hereof and shall pay to Lessor all monthly
deficits after any such re-entry in monthly installments as the amounts of such
deficits from time to time are ascertained, and, if in the event of any such
ouster, Lessor rents or leases the premises to some other person, firm or
corporation (whether for a term greater, less than or equal to the unexpired
portion of the term created hereunder but assuming arms length negotiations,
with a new tenant unrelated to Lessor) for an aggregate rent during the portion
of such new lease co-extensive with the term created hereunder which is less
than the rent and other charges which Lessee would pay hereunder for such
period, Lessor may immediately upon the making such new lease of the creation of
such new tenancy xxx for the recovery of the difference between the aggregate
rental provided of in said new lease for the portion of the term co-extensive
with the term created hereunder, and the rent which Lessee would pay hereunder
for such period, together with any expense to which Lessor may be put for
brokerage commission, placing the premises in tenantable condition or otherwise.
If such new lease or tenancy is made for a shorter term that the balance of this
Lease, any such action brought by Lessor to collect the deficit for that period
shall not bar Lessor from thereafter suing for any loss accruing during the
balance of the unexpired term of this Lease. All rights and remedies of Lessor
herein enumerated shall be cumulative, and none
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shall exclude any other remedies allowed at law or in equity.
13. LESSOR'S BREACH. In the event of any breach of any representations,
warranty or covenants of Lessor under this Lease, then unless such breach or
failure is cured within thirty (30) days after written notice from Lessee, (if
such default cannot reasonably be cured within such thirty [30] day period, then
Lessor shall not be deemed in default so long as it commences to cure the same
within such period and diligently pursues such cure), Lessee may terminate this
Lease and all of its obligations hereunder and seek all available remedies at
law or in equity.
14. NO ASSUMPTION OF LIABILITIES. Notwithstanding any provision
contained in this Lease or in any exhibit or other document referred to in this
Lease to the contrary, this Lease is intended as and shall be deemed to be an
agreement for the lease of assets and none of the provisions hereof shall be
deemed to create any obligation or liability of any party to any person or
entity that is not a party to this Lease, whether under a third-party
beneficiary theory, laws relating to transferee liabilities or otherwise.
15. MANAGEMENT BY LESSEE. Lessee, during the Lease term, will manage
the nursing home facility upon the premises. Lessee warrants that it will
operate the nursing home facility in a professional manner, and will materially
comply with all federal, state, and local laws and regulations. Lessee will be
primarily responsible to Lessor under this Lease. Lessee will not allow any
other party to manage the Facility without the express written consent of Lessor
which said consent Lessor in its sole discretion may withhold.
Lessee agrees to furnish Lessor a complete annual financial report
within ninety (90) days following the end of each fiscal year, based upon
examination of the books and records of Lessee for the Facility being operated
pursuant to this Lease, prepared in accordance with the requirements of the
Secretary of Housing and Urban Development, certified to by an officer of
Lessee, and prepared and certified to by a Certified Public Accountant. In
addition, Lessee agrees to provide to Lessor, upon request, an annual "Medicaid
Cost Report", in accordance with the requirements of Medicaid. Further, Lessee
shall provide Lessor with a quarterly statement of income respecting the
operations of the Facility, and will provide Lessor with a monthly statement of
income if and when Lessee routinely provides such statements at monthly
internals to its other lessors.
16. FORCE MAJEURE. In the event that either Lessor or Lessee shall be
delayed, hindered or prevented from the performance of any act required
hereunder by reason of strikes, lockouts, labor troubles, inability to procure
materials, riots, insurrection, war or other factors beyond the parties'
reasonable control, then performance shall be extended for the period of such
delay.
17. REPLACEMENT RESERVE. The parties acknowledge and agree that the
United States Department of Housing and Urban Development, Federal Housing
Administration ("HUD") has provided Lessor with mortgage financing for the
Facility (the "HUD Financing"). The HUD Financing requires Lessor to maintain a
replacement reserve fund for capital improvements (the "Replacement Reserve").
Lessor hereby covenants and agrees that Lessee may utilize funds in the
Replacement Reserve to fund capital improvements made at the Facility in
accordance with the Lease throughout the Initial Term and/or any Extended
Term(s) so long as the balance in such Replacement Reserve at the end of the
Initial Term and /or any Extended Term is not less than One Hundred Fifty
Thousand and No/100 Dollars ($150,000.00). Nothing stated herein shall relieve
Lessor from its obligation to make the required payments to the Replacement
Reserve, and Lessor covenants and
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agrees to make such payments as required by the HUD Financing. If Lessee is
required to provide funds in order that the Replacement Reserve has the balance
required herein, such funds shall be paid to Lessor and Lessor agrees to pay
same in accordance with the HUD Financing.
18. TERMINATION PAYMENTS. Lessor covenants and agrees with Lessee that
any payments Lessor receives from the current tenant of the Facility (except for
retention by Lessor of a security deposit in the amount of Sixty Five Thousand
and No/100 Dollars ($65,000.00) in connection with the early termination of the
existing lease shall, at the option of Lessee: (i) be credited to Lessee's rent
obligations due under this Lease; or (ii) utilized to fund capital improvements
made by Lessee to the Facility in accordance with this Lease.
19. BROKERS. Lessor and Lessee represent and warrant to each together
that they have not dealt with any real estate brokers or agents and that no
brokerage fees, finder's fees or commissions are owed in connection with this
Lease. Lessor and Lessee shall indemnify and hold the other harmless from any
other fees claimed in connection with this Lease thought the indemnifying party.
20. NOTICES. Any notice, statement, request, demand, consent or other
communication required or permitted by this Lease ("Notices") shall be in
writing and delivered personally, or by a national courier service or by
certified mail, postage prepaid, return receipt requested to the addresses as
follows, or such other address as the parties shall notify each other in
writing.
If to Lessor: Pinecrest Care Center
------------- c/o Xx. Xxxxxx X. Xxxxxx
Medical Plaza
936 S. R. 160
Xxxxxxxxxx, Xxxx 00000
and
Xx. Xxxxxxx X. Xxxxxx
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxx 00000
With a Copy to: Xxxxxx X. Xxxxxxxxx, Esq.
--------------- Xxxxxxxxx, Xxxxxxxx & Xxxxxxx
0000 Xxxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
If to Lessee: Arbor Health Care Company
------------- 0000 Xxxxxxx Xxxx
Xxxx, Xxxx 00000
Attn: Pier X. Xxxxx, President
With a Copy to: Xxxx X. Xxxxx, Esq.
--------------- 0000 Xxxxxxx Xxxx
Xxxx, Xxxx 00000
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When personally delivered, all notices shall be deemed given upon
actual receipt. When mailed, all notices shall be deemed given upon actual
receipt, or three (3) days after mailing, whichever occurs first. Any notices
meeting the requirements of this section shall be effective, regardless of
whether actually received.
21. MEMORANDUM OF LEASE. This Lease shall not be recorded. Lessor and
Lessee each agree upon the request of the other to execute and deliver a short
form memorandum of lease for recording purposes.
22. RELATIONSHIP. Nothing contained in this Lease shall be deemed or
construed as creating the relationship of principal and agent, partnership,
joint venture or any association whatsoever between Lessor and Lessee. No acts
of Lessor and Lessee shall be deemed to create any relationship other than
Lessor and Lessee.
23. WAIVER. No failure of Lessor and Lessee to enforce against the
other any term or provision of this Lease shall be deemed a waiver thereof.
24. ENTIRE AGREEMENT. This Lease is the entire agreement of Lessor and
Lessee concerning the Facility and supersedes any and all oral or written
agreements of the parties hereto, including, but not limited to, the Letter of
Intent dated as of June 6, 1997. All terms, conditions, and provisions of this
Lease shall be deemed to be covenants.
25. AMENDMENTS. This Lease may be amended only in a writing signed by
Lessor and Lessee.
26. BINDING EFFECT. This Lease shall be binding upon and shall inure to
the benefit of Lessor and Lessee, their respective successors and permitted
assigns.
27. HEADINGS. The section headings contained herein are for convenience
only and shall not, in any way, affect the interpretation or enforceability of
any provision of this Lease.
28. USE OF NAME. Lessor hereby assigns to Lessee, effective as of the
Commencement Date, the exclusive right to the use of the name Pinecrest Care
Center.
29. GOVERNING LAW. This Lease shall be construed and enforced pursuant
to the laws of the State of Ohio.
30. ATTORNEYS FEES. In the event that any party is required to engage
the services of legal counsel to enforce its rights under this Lease against any
other party, regardless of whether such action results in litigation, the
prevailing party shall be entitled to reasonable attorneys fees and costs from
the other party.
31. AUTHORITY. Lessor and Lessee each represent and warrant to the
other that the representative signing of this Lease on behalf of Lessor and
Lessee is authorized to bind Lessor and Lessee respectively and that this Lease
has been approved by all partners of Lessor and Lessee's Board of Directors.
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32. SECURITY DEPOSIT. A security deposit of Fifty Thousand Dollars
($50,000.00) shall be paid by Lessee within one (1) year from the Commencement
Date. In the event of a default and after the passage of any applicable grace
period(s), Lessor may utilize said security deposit to cure Lessee's default or
breach under this Lease, reserving all other legal and equitable remedies. In
the event Lessee pays all rent and complies with all the terms and conditions of
this Lease through the date of expiration, then the security deposit shall be
returned to Lessee, without interest, within thirty (30) days of termination
unless Lessor shall have given written notice to Lessee indicating that all or a
portion of the security deposit is being held to cure a default or breach under
the Lease by Lessee.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease to be
executed by their duly authorized representatives as of the day and year first
above written.
Signed and Acknowledged PINECREST CARE CENTER, an Ohio general
in the Presence of: partnership
\s\ Xxxxxx Xxxx By: \s\ Xxxxxxx X. Xxxxxx
---------------------------------------- -------------------------------
(as to Xxxxxx X. Xxxxxx, Xxxxx X. Xxxx, Xxxxxxx X. Xxxxxx
Xxx X.Xxxxx and Xxxx X. Xxxxx)
\s\ Xxxxxx Xxxx By: \s\ Xxxxxx X. Xxxxxx
---------------------------------------- -------------------------------
(as to Xxxxxx X. Xxxxxx, Xxxxx X. Xxxx, Xxxxxx X. Xxxxxx
Xxx X. Xxxxx and Xxxx X. Xxxxx)
\s\ Xxxxxxxxx Xxxx By: \s\ Xxxxx X. Xxxx
---------------------------------------- -------------------------------
(as to Xxxxxxx X. Xxxxxx) Xxxxx X. Xxxx
\s\ Xxxxx X. Xxxxxx By: \s\ Xxx X. Xxxxx
---------------------------------------- -------------------------------
(as to Xxxxxxx X. Xxxxxx) Xxx X. Xxxxx
\s\ Xxxxxxxx X. Perign
----------------------------------------
(as to Xxxxxx X. Xxxxxx) By: \s\ Xxxx X. Xxxxx
-------------------------------
Xxxx X. Xxxxx
\s\ Xxxxx Xxxxxx
----------------------------------------
(as to Xxxxxx X. Xxxxxx) By: \s\ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx
ARBOR HEALTH CARE COMPANY,
A Delaware corporation
\s\ Xxxxx X. Xxxxxx By: \s\ Pier X. Xxxxx
----------------------------------------- -------------------------------
Pier X. Xxxxx, President
\s\ Xxxxxxxxx Xxxx
-----------------------------------------
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STATE OF OHIO )
) SS:
COUNTY OF GALLIA )
------
The foregoing instrument was acknowledged before me this 25th day of
July, 1997, by Xxxxxx X. Xxxxxx, Xxxxx X. Xxxx, Xxx X. Xxxxx and Xxxx X. Xxxxx,
partners of Pinecrest Care Center, an Ohio general partnership.
\s\ Xxxxxx Xxxx
----------------------------------
Notary Public
My Commission Expires: 2-27-2000
---------
STATE OF OHIO )
) SS:
COUNTY OF XXXXX )
-----
The foregoing instrument was acknowledged before me this 28th day of
July, 1997, by Xxxxxxx X. Xxxxxx, a partner of Pinecrest Care Center, an Ohio
general partnership.
\s\ Xxxxxxxxx Xxxx
----------------------------------
Notary Public
My Commission Expires: 12-26-97
--------
STATE OF OHIO )
-------- ) SS:
COUNTY OF FRANKLIN )
--------
The foregoing instrument was acknowledged before me this 29th day of
July, 1997, by Xxxxxx X. Xxxxxx, a partner of Pinecrest Care Center, an Ohio
general partnership.
\s\ Xxxxxxxx X. Xxxxxx
----------------------------------
Notary Public
My Commission Expires: 4-9-2001
---------
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STATE OF OHIO )
) SS:
COUNTY OF XXXXX )
-------
The foregoing instrument was acknowledged before me this 28th day of
July, 1997, by Pier X. Xxxxx, the President of Arbor Health Care Company, a
Delaware corporation, on behalf of the corporation.
\s\ Xxxxxxxxx Xxxx
----------------------------------
Notary Public
My Commission Expires: 12-26-97
--------
18
