EXHIBIT 10.27
MONUMENT HILL
GENERAL XXXXXXXX DEED
THE STATE OF TEXAS *
* KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF FAYETTE *
That XXXXX & XXXXX FAMILY LIMITED PARTNERSHIP, an Arkansas limited
partnership of 000 Xxxxx Xxxxxxxxx Xxxxxx, X.X. Box 126, Fort Xxxxx, Arkansas
72902, for Ten Dollars ($10.00) and other valuable consideration to the
undersigned paid by the grantees herein named, the receipt of which is hereby
acknowledged, have GRANTED, SOLD AND CONVEYED, and by these presents do GRANT,
SELL AND CONVEY unto SUMMIT CARE TEXAS, L. P., a Texas Limited Partnership, of
the City of Burbank, State of California, all the interest in and to the
following described real property in Fayette County Texas, to-wit:
Legal Description attached as Exhibit "A"
THIS conveyance is made and accepted, SUBJECT TO, any and all covenants,
conditions, restrictions, easements, and/or reservations which may appear of
record in said County Clerk's Office of Fayette County, Texas, affecting the
herein described property.
Grantor, for the consideration and subject to the reservations from and
exceptions to conveyance and warranty, grants, sells, and conveys to Grantee the
property, together with all and singular the rights and appurtenances thereto in
any wise belonging, to have and to hold it to Grantee, Xxxxxxx's heirs,
executors, administrators, successors, or assigns forever. Grantor hereby binds
Grantor and Xxxxxxx's heirs, executors, administrators, and successors to
warrant and forever defend all and singular the property to Xxxxxxx and
Xxxxxxx's heirs, executors, administrators, successors, and assigns, against
every person whomsoever lawfully claiming or to claim the same or any part
thereof, except as to the reservations from and exceptions to conveyance and
warranty.
When the context requires, singular nouns and pronouns include the plural.
EXECUTED 11th day of September, 1997.
XXXXX & XXXXX FAMILY LIMITED PARTNERSHIP
/s/ X. Xxxxx Xxxxx
--------------------------------------------------------
X. Xxxxx Xxxxx, General Partner
AFTER RECORDING RETURN TO:
SUMMIT CARE TEXAS, L.P.
0000 X. XXXXXXXX XXXX.
BURBANK, CA 91505
1
ACKNOWLEDGEMENT
---------------
STATE OF ARKANSAS
COUNTY OF SEBASTIAN
On this the 11/th/ day of September 1997, before me, the undersigned
officer, personally appeared X. Xxxxx Xxxxx, known to me to be the person whose
name is subscribed to the within instrument and acknowledged that he executed
the same for the purposes therein contained.
In Witness Whereof I hereunto set my hand and official seal.
/s/ Xxxxxxx X. Xxxxx
-----------------------------
Notary Public
My Commission expires:
November 1, 2000
2
EXHIBIT "A"
Legal Description
LaGrange, Texas
All that certain tract or parcel of land containing 3.398 acres situated in the
Xxxxx Xxxxx League, A-15, in Fayette County, Texas, and being a part of that
tract described as 38.362 acres in a deed from Xxxx X. Xxxxx, et ux, to Oak
Manor, Inc., dated February 25, 1986, and recorded in Volume 713, Page 594, of
the Deed Records of Fayette County, Texas, said 3.398 acre tract also being more
particularly described by metes and bounds as follows:
BEGINNING at an iron set at the intersection of the West right-of-way line of
U.S. Highway 77 and the North right-of-way line of State Spur Highway 92 for the
Southeast corner of the tract herein described, and the Place of Beginning;
THENCE along the North right-of-way line of said Spur 92 with a curve to the
left (Curve Data: Radius = 1,472.40 feet; Delta = 15(degrees) 10' 24" left; and
Chord = North 68(degrees) 10' 14" West, 388.79 feet) an arc distance of 389.93
feet to an iron set for the Southwest corner of the tract herein described;
THENCE North 21(degrees) 24' OO" East, departing said right-of-way line, 241.66
feet to an iron set for the most Westerly Northwest corner of the tract herein
described;
THENCE North 69(degrees) 43' 17" East, 221.98 feet to an iron set for an angle
point in the North line of the tract herein described;
THENCE South 70(degrees) 16' 00" East, 120.00 feet to an iron set for an angle
point in the North line of the tract herein described;
THENCE South 28(degrees) 17' 52" East, 236.69 feet to an iron set in the West
right-of-way line of U. S. Highway 77 for the Northeast corner of the tract
herein described;
THENCE along said right-of-way line with a curve to the left (Curve Data: Radius
= 518.33 feet; Delta = 07(degrees) 44' 37" left; and Chord = South 29(degrees)
14' 19" West, 70.00 feet) an arc distance of 70.05 feet to an iron set for the
P.T. of said curve;
THENCE South 25(degrees) 22' 00" West, 9.80 feet along said West right-of-way
line to an iron set for an angle point in same;
THENCE South 26(degrees) 12' 00" West, 72.30 feet along said West right-of-way
line to an iron set for another angle point;
THENCE South 55(degrees) 12' 00" West, 110.00 feet along said right-of-way line
to the Place of Beginning and containing 3.398 acres of land.
SUBJECT TO an undivided 1/2 royalty (being equal to not less than an undivided
1/16) of all this oil, gas and other minerals as fully described in that deed
from Xxxxxx X. Xxxxx, Roman Catholic Archbishop of San Antonio, to Xxxxxx Aufi
Inc., dated February 25, 1965, recorded in Volume 369, Pages 468-474, Deed
Records of Fayette County, Texas.
-2-
THENCE along said right-of-way line with a curve to the left (Curve Data: Radius
= 518.33 feet; Delta = 07(degrees) 44' 37" left: and Chord = South 29(degrees)
14' 19" West, 70.00 feet) an arc distance of 70.05, feet to an iron set for the
P.T. of said curve;
THENCE South 25(degrees) 22' 00" West, 9.80 feet along said West right-of-way
line to an iron set for an angle point in same;
THENCE South 26(degrees) 12' 00" West, 72.30 feet along said West right-of-way
line to an iron set for another angle point;
THENCE South 55(degrees) 12' 00" West, 110.00 feet along said right-of-way line
to the Place of Beginning and containing 3.398 acres of land.
SUBJECT TO an undivided 1/2 royalty (being equal to not less than an undivided
1/16) of all the oil, gas and other minerals as fully described in that deed
from Xxxxxx X. Xxxxx, Roman Catholic Archbishop of San Antonio, to Xxxxxx Aufi
Inc., dated February 25, 1965, recorded in Volume 369, Pages 468-474, Deed
Records of Fayette County, Texas.
SUBJECT TO that general utility easement reserved to Xxxxxx Aufi Inc. in its
deed to Xxxxxxx X. Xxxxxxxx, January 31, 1969, recorded in Volume 407, Page 170,
Deed Records of Fayette County, Texas.
SUBJECT TO building restrictions as shown in deed from Xxxxxx Aufi Inc. to
Xxxxxxx X. Xxxxxxxx, dated January 31, 1969, recorded in Volume 407, Page 170,
Deed Records of Fayette County, Texas.
SUBJECT TO that reservation unto Xxxx X. Xxxxx, D.O., et ux, of an undivided
one-half (1/2) of the oil, gas and minerals, and an undivided one-half (1/2) of
the royalties payable thereon, as more fully set forth in that deed from Xxxx X.
Xxxxx, D.O., et ux, to Oak Manor, Inc., dated February 25, 1986, as recorded in
Volume 713, Page 594, of the Deed Records of Fayette County, Texas.
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS:
That XXXXX & XXXXX FAMILY LIMITED PARTNERSHIP, for and in consideration of
Ten Dollars (10.00) and other good and valuable consideration to it in hand paid
by SUMMIT CARE TEXAS, L.P., the receipt of which is hereby acknowledged, does
hereby bargain, sell, convey, assign, transfer and deliver unto SUMMIT CARE
CORPORATION, its successors and assigns, all the furniture, furnishings,
fixtures, and equipment located in, on or about the premises of the nursing
home, known as Monument Hill Nursing Center, located at 000 Xxxx & 000 Xxxx 00,
XxXxxxxx, Xxxxxxx Xxxxxx, Xxxxx.
TO HAVE AND TO HOLD the said goods unto the said SUMMIT CARE CORPORATION,
its successors and assigns to its use forever.
AND XXXXX & XXXXX FAMILY LIMITED PARTNERSHIP, hereby covenants with the
grantee that it is the lawful owner of the said goods and chattels; that they
are free from all encumbrances; that it has the right to sell the same as
aforesaid; that it will warrant and defend the same against the lawful claims
and demands of all persons.
IN WITNESS WHEREOF, the undersigned has executed this Bill of Sale
this 11/th/ day of September, 1997.
XXXXX & XXXXX FAMILY LIMITED PARTNERSHIP
/s/ X. Xxxxx Xxxxx
----------------------------------------
X. Xxxxx Xxxxx, General Partner
NON-FOREIGN AFFIDAVIT
BEFORE ME, the undersigned, came in person, X. Xxxxx Xxxxx, Managing
General Partner of Xxxxx & Xxxxx Family Limited Partnership, an Arkansas limited
partnership (the "Seller"), who on oath and under penalty of xxxxxxx xxxxxxx and
says that:
The Seller is the owner of a fee simple interest in the property described
on Exhibit "A" attached hereto and by this reference made a part hereof; and
The Seller's taxpayer identification number (federal employer
identification number) is 00-0000000; and
Neither the Seller nor any of its officers is a foreign corporation,
foreign partnership, foreign trust, or foreign estate (as those terms are
defined in the Internal Revenue Code of the regulations promulgated thereunder);
and
The principal place of business of the Seller is 000 Xxxxx Xxxxxxxxx
Xxxxxx, X.X. Box 126, Fort Xxxxx, Arkansas 72902, and
That the undersigned is fully authorized and qualified to make this
Affidavit on behalf of the Seller; and
That the undersigned understands that this affidavit may be disclosed to
the Internal Revenue Service and that any false statement made herein is subject
to punishment by fine, imprisonment, or both.
Executed as of this 11/th/ day of September, 1997.
/s/ X. Xxxxx Xxxxx,
----------------------------------------
X. Xxxxx Xxxxx, Managing General Partner
Xxxxx & Xxxxx Family Limited Partnership
Sworn to and subscribed before me this 11th day of September, 1997.
/s/ Xxxxxxx X. Xxxxx
--------------------------------
Notary Public
My Commission Expires: November 1, 2000
MANAGING GENERAL PARTNER'S CERTIFICATE
The undersigned, as Managing General Partner of Xxxxx & Xxxxx Family
Limited Partnership (the "Partnership"), does hereby certify that attached
hereto is a true and correct copy of the Unanimous Written Consent Action of the
General Partners of Xxxxx & Xxxxx Family Limited Partnership adopted by the
General Partners of the Partnership as of June 23,1997.
/s/ X. Xxxxx Xxxxx
-------------------------------------------
X. Xxxxx Xxxxx
Managing General Partner,
Xxxxx & Xxxxx Family Limited Partnership
Dated: September 11, 1997
CERTIFICATE OF AUTHORITY
OF
GENERAL PARTNERS
OF
XXXXX & XXXXX FAMILY LIMITED PARTNERSHIP
The undersigned, being all of the general partners of XXXXX & XXXXX FAMILY
LIMITED PARTNERSHIP, an Arkansas Limited partnership, hereby certify the
following:
THAT Xxxxx & Xxxxx Family Limited Partnership is an Arkansas Limited
partnership, registered as a foreign limited partnership in the State of Texas;
THAT the specific purposes of the Partnership is the buying, selling,
owning, operating, managing, leasing, and investing and reinvesting in, real and
personal property of all kinds and nature, to engage in all activities related
thereto, and to consolidate the ownership and management of Partnership
Properties;
THAT the General Partners, by majority vote, shall have full, exclusive and
complete discretion to manage and control, and shall make all decisions
affecting the Partnership business. The General Partners, by majority vote,
shall have full authority to take any action necessary for the day to day
management of the Partnership;
THAT any action of the General Partners by "majority vote" means a vote of
a majority of the number of General Partners;
THAT Limited Partners do not have the right and are not allowed to take
part in the management or control of the Partnership, or to sign for or to bind
the Partnership, and that such power is vested solely and exclusively in the
General Partners;
THAT X. Xxxxx Xxxxx has been elected Managing General Partner by majority
vote of the General Partners.
IN WITNESS WHEREOF, the General Partners of the Partnership have executed
this Certificate of Authority as of the 11/th/ day of September 1997.
GENERAL PARTNERS:
/s/ X. Xxxxx Xxxxx
-----------------------------------
X. Xxxxx Xxxxx
/s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxxx Xxxx Xxxxx Xxxxxxx
-----------------------------------
Xxxxxx Xxxx Xxxxx Xxxxxxx
UNANIMOUS WRITTEN CONSENT ACTION
OF THE GENERAL PARTNERS
OF
XXXXX & XXXXX FAMILY LIMITED PARTNERSHIP
The undersigned, being all of the general partners of XXXXX & XXXXX FAMILY
LIMITED PARTNERSHIP, an Arkansas Limited partnership (the "Partnership"), hereby
consent to and take the following actions and adopt the following resolutions on
behalf of the Partnership pursuant to the terms of the Partnership Agreement:
WHEREAS, the general Partners of the Partnership have agreed to sell all of
its right, title and interest in and to that certain real estate located at 000
Xxxx & 000 Xxxx 00, XxXxxxxx, Xxxxxxx Xxxxxx, Xxxxx, known as Monument Hill
Nursing Center, (the "Property"), to Summit Care Corporation, pursuant to the
terms of that General Warranty Deed and Bill of Sale, and various other
documents, copies of each of which have been provided to each of the general
partners and
WHEREAS, the General Partners of the Partnership will accept the purchase
price of $1,871,170.20 as set forth in the Option Agreement dated October 20,
1986, as amended, August 1, 1988, which purchase price shall be paid in cash at
the closing of the sale of the Property.
NOW, THEREFORE, BE IT RESOLVED, that the agreements and transactions set
forth above and any and all documents, exhibits and transactions contemplated
thereby, having been read, are hereby approved by the General Partners on behalf
of the Partnership and adopted and X. Xxxxx Xxxxx, as Managing General Partner
of the Partnership, is hereby authorized and directed to execute and deliver
such agreements, and the other General Partners are each hereby authorized to
attest (if necessary) Xx. Xxxxx'x signature on such agreements, including, but
not limited to that certain Warranty Deed and any other documents related to the
sale of the Property, in the name of and on behalf of the Partnership, subject
to such changes, insertions or omissions as the General Partners executing the
same shall deem necessary or appropriate and to take any and all further actions
and to execute, acknowledge, seal and file any and all instruments and documents
deemed necessary or proper in connection therewith to effect the transactions or
changes contemplated thereby;
FURTHER RESOLVED, that Xx. Xxxxx, and if necessary, the other General
Partners of the Partnership are hereby authorized to take such further actions
as are deemed necessary or appropriate by any of them to carry out the terms of
the foregoing resolutions, including, without limitation, the execution of such
other instruments and documents that such General Partners deem necessary or
appropriate, all upon such terms and conditions as such General Partners deem
1
necessary or appropriate; and
FURTHER RESOLVED, that the Managing General Partner of the Partnership is
xxxxxx directed to file a copy of this Written Consent Action with the minutes
of the proceedings of the Partnership.
This Written Consent Action may be executed in counterparts, each of which
shall constitute an original and all of which together shall constitute one and
the same Written Consent Action.
IN WITNESS WHEREOF, the General Partners of the Partnership have executed
this Written Consent Action as of the 11/th/ day of September, 1997.
GENERAL PARTNERS:
/s/ X. Xxxxx Xxxxx
-----------------------------------
X. Xxxxx Xxxxx
/s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxxx Xxxx Xxxxx Xxxxxxx
-----------------------------------
Xxxxxx Xxxx Xxxxx Xxxxxxx
2
ASSIGNMENT OF LEASE
-------------------
AND
---
OPTION AGREEMENT
----------------
This Assignment of Lease and Option Agreement is entered into as of the
first day of September, 1997, by and between Summit Care Corporation, a
California corporation ("SCC") and Summit Care Texas, L.P., a Texas limited
partnership ("SCTLP"), with respect to the following facts:
RECITALS
--------
1. SCC is the lessee of Monument Hill Nursing Center, in La Grange, Texas,
more particularly described on Exhibit "A" hereto (the "Property"), pursuant to
a Consent to Assignment of Leasehold Estate, dated August 15, 1994, recorded in
Volume 906, Page 645, Deed Records of Fayette County, Texas, whereby SCC assumed
the rights and obligations under that certain Lease Agreement for the Property,
dated October 20, 1986, ("Lease").
2. Pursuant to that certain Assignment of Lease with Option to Purchase
dated September 30, 1994, recorded in Volume 906, Page 628, Deed Records of
Fayette County, Texas, SCC has also succeeded to the rights and title of the
"Optionee" under that certain Option Agreement for the Property, dated October
20, 1986 ("Option").
AGREEMENT
---------
1. SCC hereby assigns all of its right, title and interest in and to the
Lease and the Option to SCTLP.
1
2. SCTLP hereby agrees to assume and perform all of the terms, covenants
and conditions of the Lease and the Option, each as originally written
and amended.
3. Xxxxx & Xxxxx Family Limited Partnership, as successor-in-interest to
Xxxxx Xxxxx, hereby consents to the assignment of the Lease and
Options to the Property to SCTLP.
WITNESS OUR HANDS this 11/th/ (__) day of September, 1997.
SUMMIT CARE CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxxx, Xx.
------------------------------------
Xxxxx X. Xxxxxxxxxx, Xx.
President
SUMMIT CARE TEXAS, L.P.,
a Texas Limited Partnership
By: SUMMIT CARE TEXAS
MANAGEMENT, INC.,
a Texas Corporation and
Sole General Partner
By: /s/ Xxxx Xxxxxx
------------------------------------
Xxxx Xxxxxx
Vice President and Secretary
XXXXX & XXXXX FAMILY LIMITED PARTNERSHIP
a Texas Limited Partnership
By: /s/ X. Xxxxx Xxxxx
------------------------------------
2
ACKNOWLEDGEMENT
---------------
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On this the eleventh (11/th/) day of September, 1997, before me the
undersigned officer, personally appeared Xxxxx X. Xxxxxxxxxx, Xx., who
acknowledged himself to be the President of Summit Care Corporation, and that
he, as such President, being authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
partnership, by himself as President.
In Witness Whereof, I hereunto set my hand and official seal.
/s/ Xxxxx X. Xxxxxxx
------------------------------------
Notary Public
My Commission Expires:
5-17-99 [STAMP APPEARS HERE]
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On this the eighth (8/th/) day of September, 1997, before me the
undersigned officer, personally appeared Xxxx Xxxxxx, who acknowledged himself
to be the Vice-President and Secretary of Summit Care Texas Management, Inc., a
Texas Corporation and Sole General Partner, and that he, as such Vice-President
and Secretary, being authorized so to do, executed the foregoing instrument for
the purposes therein contained, by signing the name of the partnership by
himself as Vice-President and Secretary.
In Witness Whereof, I hereunto set my hand and official seal.
/s/ Xxxxx X. Xxxxxxx
-----------------------------------
Notary Public
My Commission Expires:
5-17-99 [STAMP APPEARS HERE]
3
STATE OF ARKANSAS
COUNTY OF SEBASTIAN
On this the Eleventh (11/th) day of September, 1997, before me undersigned
officer, personally appeared ____________________, who acknowledged himself to
be the General Partner of Xxxxx & Xxxxx Family Limited Partnership, that he, as
such General Partner, being authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
partnership by himself as General Partner.
In Witness Whereof, I hereunto set my hand and official seal.
/s/ Xxxxxxx X. Xxxxx
----------------------------------
Notary Public
My Commission Expires:
November 1, 2000
--------------------------
4
TAX CERTIFICATE
This certificate issued by FAYETTE COUNTY APPRAISAL DISTRICT
or the taxing entities: FAYETTE COUNTY (GFA)
ROAD & BRIDGE FUND (RFM)
LA GRANGE ISD (SLG)
Through 96 Tax Year FAYETTE COUNTY WCID (WMH)
--------------------------------------------------------------------------------
Property ID: R47408 Owner ID: 53627
Account Num: 40-0015-0631000-011 XXXXX & XXXXX FAMILY LIMITED
??????? AUF ACRES, ACRES 3.398, COMM - PARTNERSHIP
MONUMENT HILL NURSING CENTER P 0 BOX 126
FORT XXXXX, AR 72902
--------------------------------------------------------------------------------
This document is to certify that after a careful check of the tax records of
this office, the following current or delinquent taxes, penalties, and interest
are due on the property for the taxing entities described above:
??tity Year Statement Tax Due Disc./P&I Att. Fee Total Due
-----------
Total Due on All Bills if Paid Before 10/01/97: $0.00
GFA Taxes Paid for 1996: $1,615.33
RFM Taxes Paid for 1996: $1,410.00
SLG Taxes Paid for 1996: $17,546.96
WMH Taxes Paid for 1996: $7,650.72
*** End of Tax Certificate ***
--------------------------------------------------------------------------------
If applicable, the above described property is receiving special valuation based
on its use. Additional rollback taxes which may become due based on the
provisions of the special valuation are not indicated in this document.
This certificate does not clear abuse of granted exemptions as defined in
Section 11.43, Paragraph (i) of the Texas Property Tax Code.
--------------------------------------------------------------------------------
/s/Xxxxxxx Xxxxxx RTA Date of Issue: 09/03/97
----------------------------------
Signature of Authorized Officer of
Tax Office
Requested by XXXXX TITLE COMPANY
?? fee collected.
Page 1
BUYERS ACCEPTANCE AND AFFIDAVIT
LEGAL DESCRIPTION:
3.398 acres of land situated in the Xxxxx Xxxxx League, A-15 Fayette
County, Texas.
Before me, the undersigned authority, personally appeared:
SUMMIT CARE TEXAS, L.P., A TEXAS LIMITED PARTNERSHIP
Being the person(s) who subscribed hereto, under oath, deposes and states:
THAT, undersigned acknowledges and certifies that, prior to final closing
and disbursement of funds, the undersigned has been notified of and furnished
with the following:
(XXX) Copy of Commitment for Title Insurance dated 08/15/97;
(XXX) Copy of instruments containing restrictions, if any;
(XXX) Copy of recorded easements, if any;
(XXX) Copy of additional exceptions to title, if any.
THAT, in consideration of the issuance of an Owner's Policy of Title
Insurance, as currently promulgated by the Texas Department of Insurance to the
undersigned, issued in the amount of $150,000.00 and insuring the title to the
property described in the attached Commitment for Title Insurance the
undersigned acknowledges that said title policy will be subject to the standard
printed terms, conditions and stipulations and the exceptions as stated in said
Commitment for Title Insurance.
SURVEY
( ) THAT, the undersigned acknowledges receipt of a copy of the survey of the
property dated prepared by and accepts same subject to any
encroachments and/or protrusions shown thereon and hereby agrees to save and
hold harmless AMERICAN TITLE COMPANY OF HOUSTON, its underwriter and the Lender,
from any and all costs, damages and expenses in any way arising from the
existence of any encroachments, protrusions, easements, limitations and/or
conditions, and does hereby release AMERICAN TITLE COMPANY OF HOUSTON, its
underwriter and the Lender from any liabilities arising in any manner therefrom,
including but not limited to, court costs and attorneys fees.
(XX) THAT, the undersigned acknowledges that NO survey of the subject property
was furnished in this transaction and the undersigned accepts\02
RIGHTS OF PARTIES IN POSSESSION WAIVER
THAT, the undersigned waives an inspection of the subject property by
AMERICAN TITLE COMPANY OF HOUSTON, its agents and/or employees, and accepts the
Owner Policy of Title Insurance SUBJECT TO RIGHTS OF PARTIES IN POSSESSION; and
undersigned has inspected the subject property and has made satisfactory
arrangements to obtain possession.
ACCEPTANCE OF PROPERTY
THAT, the undersigned has inspected said property personally and/or through
professionals which the undersigned has selected. The results of the inspections
are satisfactory and the undersigned accepts the property in its "AS IS"
condition. All repairs required to be made under the terms
of the Xxxxxxx Money Contract have been satisfactorily completed.
THAT, the undersigned acknowledges that the Real Estate Agents and/or
Brokers, Lenders, and AMERICAN TITLE COMPANY OF HOUSTON, and its underwriter
have not made any warranties or representations as to the condition of the
subject property, and accordingly, the undersigned releases and holds them
harmless from and all liability in regard to the same.
Notwithstanding anything to the contrary contained in the Xxxxxxx Money
Contract, Buyer hereby specifically waives any right to object to matters
disclosed in the title commitment, survey plat, and any other matter to which
Buyer may have a right to object as provided in the Xxxxxxx Money Contract
applicable to this transaction.
/s/ Xxxx Xxxxxx
------------------------------------ ------------------------------------
SUMMIT CARE TEXAS, L.P., A TEXAS
LIMITED PARTNERSHIP
BY: Xxxx Xxxxxx, Secretary
-------------------------------
------------------------------------ ------------------------------------
SWORN AND SUBSCRIBED BEFORE ME ON THIS 15th DAY OF SEPTEMBER, l997, BY SUMMIT
CARE TEXAS, L.P., A TEXAS LIMITED PARTNERSHIP BY Xxxx Xxxxxx, its Secretary
/s/ Xxxxx X. Xxxxxxx
----------------------------------------
NOTARY PUBLIC, STATE OF CALIFORNIA
[LOGO] XXXXX X. XXXXXXX
----------------------------------------
NOTARY'S PRINTED NAME
COMMISSION EXPIRES: 5/17/99
17
AGREEMENT ON ADJUSTMENTS OF PRORATIONS
AND PAYOFFS, AND
DISBURSEMENT AUTHORIZATION STATEMENT
BUYER AND SELLER OR BORROWER HEREBY ACKNOWLEDGE THAT THE INFORMATION USED TO
PREPARE THE CLOSING STATEMENT IN THIS TRANSACTION WAS ASSEMBLED BY AMERICAN
TITLE COMPANY OF HOUSTON FROM THIRD PARTY SOURCE OR ARE ESTIMATES BASED ON THE
BEST INFORMATION AVAILABLE. AMERICAN TITLE COMPANY OF HOUSTON DOES NOT MAKE ANY
REPRESENTATIONS AND HAS NO RESPONSIBILITY OR LIABILITY CONCERNING THE ACCURACY
OR COMPLETENESS OF THIS INFORMATION.
BUYER AND SELLER OR BORROWER UNDERSTAND AND ACKNOWLEDGE THAT TAX AND INSURANCE
PRORATIONS AND RESERVES ARE BASED ON ESTIMATED FIGURES. IN THE EVENT THE
ESTIMATED FIGURES USED FOR ANY CALCULATION PROVES TO HAVE BEEN INACCURATE, BUYER
AND SELLER AGREE THAT AMERICAN TITLE COMPANY OF HOUSTON HAS NO LIABILITY OR
OBLIGATION TO CORRECT ANY DISCREPANCIES THAT MAY RESULT. FURTHER BUYER AND
SELLER AGREE THAT THE RESOLUTION OF ANY DISCREPANCIES MUST BE SETTLED DIRECTLY
BETWEEN THEMSELVES.
SELLER OR BORROWER ACKNOWLEDGE THAT LOAN PAYOFF INFORMATION WAS SUPPLIED BY THE
NOTE HOLDER. IN THE EVENT THE AMOUNT OF SUCH PAYOFF FURNISHED TO AMERICAN TITLE
COMPANY OF HOUSTON IS INCORRECT OR INCORRECTLY CALCULATED, SELLER OR BORROWER
AGREE TO PAY SUCH LOAN IN FULL WITHIN 24 HOURS AFTER BEING ADVISED OF THE
REQUIRED AMOUNT BY AMERICAN TITLE COMPANY OF HOUSTON OR THE HOLDER OF THE NOTE.
XXXXX AGREES THAT ANY ADJUSTMENTS IN THE AMOUNT OF TAXES PAID BY BUYER TO
BUYER'S LENDER, OR HELD IN ESCROW BY BUYER'S LENDER FOR PAYMENTS OF TAXES WILL
BE ADJUSTED BETWEEN BUYER AND SAID XXXXXX. SELLER AND AMERICAN TITLE COMPANY OF
HOUSTON HAVE NO LIABILITY OR RESPONSIBILITY THEREOF.
XXXXX AGREES THAT THE OWNERS TITLE POLICY WILL CONTAIN AN EXCEPTION TO TAXES DUE
TO "SUBSEQUENT ASSESSMENTS FOR THE PRIOR YEARS DUE TO CHANGE IN LAND USAGE OR
OWNERSHIP". IN THE EVENT THAT SOME OR ALL OF THE PROPERTY IS CURRENTLY SUBJECT
TO REDUCED TAXATION DUE TO DESIGNATION AS "OPEN SPACE OR "AGRICULTURAL USE", OR
IS CURRENTLY EXEMPT FROM TAXATION, AND SAID PROPERTY IS SUBSEQUENTLY ASSESSED
FOR ROLL-BACK TAXES BECAUSE OF CHANGE IN LAND USE OR OWNERSHIP OF THE PROPERTY,
BUYER AND SELLER AGREE THAT THEY WILL PAY ALL ROLLBACK TAXES ASSESSED AGAINST
THE PROPERTY, FOR ALL PERIODS TO THE DATE HEREOF. THE BUYER AND SELLER WILL
AGREE AMONG THEMSELVES REGARDING THEIR RESPECTIVE OBLIGATIONS AND AMERICAN TITLE
COMPANY OF HOUSTON SHALL HAVE NO RESPONSIBILITY FOR RESOLUTION OF THEIR
RESPECTIVE RIGHTS OR FOR PAYMENT OF THE ROLL-BACK TAXES.
BUYER AND SELLER OR XXXXXXXX AGREE THAT IN THE EVENT THAT THE AMOUNT OF
ESTIMATED TAXES FURNISHED TO THE TITLE COMPANY IS INACCURATE, THEY JOINTLY AND
SEVERALLY AGREE TO PAY TO AMERICAN TITLE COMPANY OF HOUSTON OR THE APPROPRIATE
TAXING AUTHORITIES THE AMOUNT REQUIRED TO PAY SUCH TAXES IN FULL, INCLUDING ALL
PENALTY AND INTEREST WITHIN 10 DAYS OF BEING ADVISED OF SUCH REQUIRED AMOUNTS.
BUYER AND SELLER OR XXXXXXXX AGREE TO INDEMNIFY AMERICAN TITLE COMPANY OF
HOUSTON FOR ALL COSTS RESULTING FROM UNPAID TAXES, INCLUDING COURT COSTS AND
ATTORNEY'S FEES AND ALL EXPENSES RELATED THERETO.
BUYER AND SELLER OR BORROWER HEREBY AUTHORIZE AMERICAN TITLE COMPANY OF HOUSTON
TO MAKE EXPENDITURES AND DISBURSEMENTS AS SHOWN ON THE CLOSING STATEMENT AND
APPROVES THE SAME FOR PAYMENT. THE BUYER ALSO ACKNOWLEDGES THE RECEIPT OF LOAN
FUNDS, IF APPLICABLE, IN AN AMOUNT SHOWN ON THE CLOSING STATEMENT.
AMERICAN TITLE COMPANY OF HOUSTON MAY SUPPLY A COPY OF THIS STATEMENT TO ANY
REAL ESTATE AGENT OR LENDER INVOLVED IN THIS TRANSACTION, AND BUYER AND SELLER,
ACKNOWLEDGE RECEIPT OF A COPY OF THIS STATEMENT.
THE PROVISIONS HEREOF SHALL SURVIVE THE CLOSING AND FUNDING OF THE TRANSACTION
REFERRED TO HEREIN AND SHALL NOT BE MERGED THEREIN, SHALL BE BINDING UPON THE
UNDERSIGNED, THEIR SUCCESSORS AND ASSIGNS, AND SHALL INSURE TO THE BENEFIT OF
THE NAMED PARTIES, THEIR SUCCESSORS AND ASSIGNS.
EXECUTED ON THE 11th DAY OF SEPTEMBER, 1997.
SELLER: PURCHASER:
/s/ X. Xxxxx Xxxxx /s/ Xxxx Xxxxxx
----------------------------- -------------------------------------
XXXXX & XXXXX FAMILY SUMMIT CARE TEXAS, L.P., A TEXAS
LIMITED PARTNERSHIP LIMITED PARTNERSHIP
-------------------------- -------------------------------------
OPTION AGREEMENT
----------------
For and in consideration of the sum of ten dollars cash in hand paid,
receipt of which is hereby acknowledged and for other good and valuable
considerations, XXXXX XXXXX, hereinafter called "Grantor", does hereby give and
grant unto Xxxxxx Xxxxx/South Texas Healthcare, Inc., 000 Xxxxx 00xx, XxXxxxx,
XX 00000, together with all improvements now or hereafter constructed upon the
same, and including all personal property shown upon Exhibit "B" attached
hereto, and in addition, any renewals, substitutions, replacements or additions
thereto, which may be on the premises and belonging to Grantor at the time of
the exercise of this Option,
To-Wit:
Legal description attached hereto as exhibit "A".
1. This Option may be exercised by Grantees at any time after one hundred
Twenty (120) payments have been paid, provided all lease payments are current,
conditioned upon the Grantees, their successors or assigns being in possession
of the home at the time of exercise and upon the express condition and
understanding that the Grantees herein have fully performed all of the terms and
conditions contained in that certain Lease Agreement dated the 12th day of
August, 1992, to be kept and performed by the Lessees therein and more
particularly are current in the payment of all sums due under the terms of said
Lease Agreement. If at any time, the above Lease shall be terminated, this
Option will immediately become null and void. This Option may be exercised by
means of Grantee giving written notice by certified mail, return receipt
requested, of such election to Xxxxxx, Xxxxx Xxxxx, Box 126, Fort Xxxxx, AR
72902 or at such other place as may be directed in writing, accompanied by
$10,000.00 xxxxxxx money deposit. The xxxxxxx money deposit will be applied on
the purchase price if purchase is concluded.
2. The price for the assets to be sold shall be Two Million Four Hundred
Thousand Dollars ($2,400,000.00). The purchase price is payable in cash unless a
financing arrangement is worked out at the time of purchase with Seller.
The purchase price herein stated shall include the personal property
consisting of furniture, furnishings, fixtures and equipment located on said
premises as of the date of beginning of this Lease, and such as may thereafter
be placed upon the
1
premises by way of substitution for or addition to such furniture, furnishings,
fixtures and equipment, less any furniture and equipment removed for replacement
during the Lease term by Lessor or Lessee.
3. Upon receipt of notice of intent to exercise this Option, Grantor shall
promptly furnish to Grantees, a Warranty Deed, subject only to recorded
easements, rights-of-way, mineral interests and etc. Recorded easements and
restrictions shall not be deemed to impair title.
4. Closing shall be at a time and place mutually agreeable. In the absence
of agreement, Grantor may obligate Grantees to perform by giving written notice
that he is ready, willing and able to execute the Deed and Xxxx of Sale.
Grantees shall have ten (10) business days to execute the instruments required
to consummate this transaction, and to pay the purchase price. If purchase price
is not tendered or other arrangements made within the ten-day period, the option
will be null and void and the $10,000.00 xxxxxxx money deposit will be
considered liquidated damages and the Lease will continue in force, except no
option will be in force and effect. Grantees shall designate some place in Fort
Xxxxx, Arkansas at which they will appear prepared to perform, and Grantor shall
have ten (10) business days after receipt of such demand in which to execute and
deliver the documents required by this Option. If Grantor fails, neglects or
refuses to perform, Grantees shall have the right to seek specific performance
of this Option.
5. This Option may not be assigned by Grantees without the written consent
of the Grantor, which consent will not be unreasonably withheld.
Notices required or permitted by this Option may be given to Grantor by
certified mail, return receipt requested, addressed to Xxxxx Xxxxx, P.O. Box
126, Fort Xxxxx, Arkansas 72902 and to Grantees by certified mail, return
receipt requested, to Xxxxxx Xxxxx/South Texas Healthcare, Inc., 000 Xxxxx 00xx
XxXxxxx, XX 00000. Either party may change the person to whom or the place to
which notice is to be given by written request.
This Agreement shall be binding upon the heirs, legal representatives,
successors and assigns Of the parties hereto
2
Dated this 12th day of August, 1992.
/s/ Xxxxx Xxxxx
---------------------------------
Xxxxx Xxxxx, Grantor
XXXXXX XXXXX/SOUTH TEXAS
HEALTHCARE, INC.
/s/ Xxxxxx Xxxxx
---------------------------------
Xxxxxx Xxxxx, President - Grantee
3
Certified Copy
Xxxxx Title Co.
Monument Hill /s/ Xxx Xxxxx
------------- By ------------------------
FA 94-024
AMERICAN TITLE COMPANY
OF 307857.R
--------
CLOSER UK 280
------
94- 8198
ASSIGNMENT OF LEASE WITH OPTION TO PURCHASE
-------------------------------------------
This Agreement is made this 30th day of September, 1994, by and between
XXXXXXX XXX and XXXXXXXXX XXX, hereinafter called "Assignor", and Summit Care
Corporation, hereinafter called "Assignee".
Recitals
X. XXXXX XXXXX, as Xxxxxx, and XXXXXX X. XXXXXX and XXXXXXX XXXXXX as
Xxxxxx, executed a lease (the "Lease") on October 20, 1986, which lease was
assigned to XXXXXXX XXX and XXXXXXXXX XXX by Assignment dated September 1, 1988.
By the terms of the Lease and Assignment, [a copy of which Lease is attached
hereto as Exhibit 1], upon the property therein described ("Property") was
leased to Assignor as Lessee for a term of fifteen (15) years commencing on
September 15, 1987, and ending on September 14, 2002, and an option to purchase
the Property (the "Option to Purchase") on the terms set forth in Option
Agreement [copy of which is attached hereto as Exhibit 2].
B. Assignor now desires to assign the Lease and the Option to Purchase
to Assignee, and Assignee desires to accept the assignment thereof.
THEREFORE, Assignor and Assignee agree as follows:
Assignment
For value received, receipt of which is hereby acknowledged, Assignor
hereby assigns and transfers to Assignee all of its right, title and interest in
and to the Lease and the Option
to Purchase hereinbefore described, and Xxxxxxxx hereby agrees to and does
accept the assignment, and Assignee expressly assumes and agrees to keep,
perform, and fulfill all the terms, covenants, conditions, and obligations
required to be kept, performed, and fulfilled by Assignor as Lessee thereunder,
including the making of all payments due to or payable on behalf of Lessor under
said Lease when due and payable.
Executed at Corpus Christi, Texas, on the day and year first above
written.
ASSIGNOR
/s/ Xxxxxxx Xxx
-------------------------------------
Xxxxxxx Xxx
/s/ Xxxxxxxxx Xxx
-------------------------------------
Xxxxxxxxx Xxx
24
ASSIGNEE
SUMMIT CARE CORPORATION
By /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxxx
-------------------------------------
Its Vice President - Finance
----------------------------------
VOL. 906 PAGE 631
ACKNOWLEDGEMENT
THE STATE OF TEXAS *
*
COUNTY OF NUECES *
This instrument was acknowledged before me on September 30th, 1994, by
Xxxxxxx Xxx.
/s/ Xxxx Xxx Xxxxxxxxx
[LOGO] -----------------------------------------
Notary Public, State of Texas
THE STATE OF TEXAS *
*
COUNTY OF NUECES *
This instrument was acknowledged before me on September 30th, 1994, by
Xxxxxxxxx Xxx.
/s/ Xxxx Xxx Xxxxxxxxx
[LOGO] -----------------------------------------
Notary Public, State of Texas
THE STATE OF TEXAS *
*
COUNTY OF NUECES *
This instrument was acknowledged before me on September 30th, 1994, by
XXXXXX X. XXXXXXXX, VICE PRES FINANCE of Summit Care Corporation, a California
corporation, on behalf of said corporation.
Xxxxx Xxxxxx
[LOGO] -----------------------------------------
Notary Public State of Texas
AFTER RECORDING RETURN TO: XXXXX X. XXXX
ATTORNEY AT LAW
0000 XXXXXXXX XXXX.
SUITE 800
BEVERLY HILLS, CA
90212-2988
RE: SUMMIT CARE CORP.
LEASE AGREEMENT
---------------
THIS LEASE AGREEMENT entered into this 20 day of October, 1986, by and
between XXXXX XXXXX of Dallas, Texas, as LESSOR, and MONUMENT HILL NURSING
CENTER, INC., XXXXXX X. and XXXXXXX XXXXXX, of Flatonia, Texas as LESSEES,
W-I-T-N-E-S-S-E-T-H:
THAT for and in consideration of the covenants herein contained and the rent
hereby reserved, the Lessor has hereby let and rented to Lessees, and the
Lessees have hired and taken from the Lessor, the following described property,
consisting of one, 112-bed nursing home, commonly known as Monument Hill Nursing
Center of LaGrange, Texas, located on the premises in LaGrange, Texas, more
particularly described in Exhibit "A" attached hereto, including all furniture,
fixtures and equipment located therein, more particularly described in Exhibit
"B" attached hereto, to have and to hold the same for the period of years and
upon the terms and conditions hereinafter stated:
1. The term of this Lease shall be for the period of fifteen (15) years,
commencing Sept 15, 1987 and ending Sept 14, 2002.
2. The rental shall be as follows: When the 112 bed home is completed,
furnished and ready for occupancy, the rental will be 18,174,31 per month,
representing one percent (1%) per month of the total cost to Lessor, including
construction, land, furnishings, all expenses incurred during construction,
legal fees, taxes and insurance, interim interest, etc., incurred before
commencement of the Lease.
The monthly rental will be paid to Xxxxx Xxxxx at P. O. Box 126, Fort Xxxxx,
Arkansas 72902, or to such other place as may be directed in writing, payable
monthly in advance for the term of the Lease.
27
3. Lessees agree to pay all taxes, general or special, assessed against
the land, buildings and personal property. An escrow for taxes is required;
therefore, an escrow payment of SIX HUNDRED DOLLARS ($600.00) per month will be
deposited with the Lessor for payment of taxes. This escrow payment will be
adjusted annually, to cover the taxes as levied against the real and personal
property by all taxing authorities, using the previous year as a guide.
4. The Lessees shall be responsible for and pay for, fire and extended
coverage on the building and contents in such amount as shall be reasonably
requested by Lessor, being at least, replacement value. The insurance policy
shall designate Lessor as a named insured and loss payee. If Lessees fail or
neglect to provide this insurance as required, Lessor may obtain same and add
the premium cost to the next lease payment due.
5. In the event of partial destruction of the building and contents (that
is, destruction of less than half, in value of the building and contents) by
fire or other casualty, then the Lessees shall be entitled to the insurance
proceeds and shall be obligated to restore the premises, including furniture,
furnishings, fixtures and equipment, to at least as good condition as it was,
prior to the destruction. Any insurance proceeds, in the event of loss, will be
escrowed with Owner of the building. Owner will pay bills incurred, from
insurance proceeds, to repair damages as presented by repair contractors. If
repairs cost more than insurance proceeds, Lessee will be obligated to pay the
difference from Xxxxxx's own funds. If destruction is 50%, or more, of value,
Lessor shall be entitled to the insurance proceeds and shall at it's option,
restore the premises as above provided or cancel the Lease. In the event of
destruction of 50% or more of value, Lessor shall advise Lessees, within sixty
(60) days following the destruction, of its election in this regard.
6. In the event of a taking of all or of part of the land and buildings as
a result of eminent domain, condemnation or other governmental taking, the
consideration paid therefor shall be paid to the Lessor, and from the date of
payment of such consideration, the rental amount shall xxxxx and be reduced in
proportion to the relation of the amount of the consideration to $1,500,000.00
in value.
28
7. Lessees shall, as long as this Lease remains in effect, procure and keep
in effect, general public liability insurance against claims for bodily injury
or death occurring upon, in or about the demised premises, and on, in or about
the adjoining streets and passageways, with limits of not less than
$3,000,000.00 any one person or incident. Lessee shall also provide for
malpractice insurance. Lessor shall be a named insured on all policies.
8. Lessees agree that they will at all times, during the term of this Lease
or any extension thereof, indemnify, protect, defend and save harmless, the
Lessor, against any and all claims, costs, charges, liabilities, or expenses
arising from damage or injury, actual or claimed, of whatever kind or character,
to property or persons occurring in or about the demised premises, streets,
sidewalks, passageways, parking lots, and alleys adjacent thereto, and agree to
resist or defend such action or proceedings, and cause the same to be defended
at their expense.
9. The premises shall be used as a licensed nursing home and for no other
purpose without the written consent of Xxxxxx. Lessees agree to maintain the
entire premises, including buildings, drives, parking area, furniture,
furnishings, fixtures, equipment and decoration in good and tenantable repair
and condition. Lessees shall, at their expense, repair or replace items as may
be necessary to comply with this covenant, and such that the premises shall at
all times qualify for and remain, licensed as, at least, an ICF III for 112 bed
nursing home under the laws and regulations of the United States and of the
State of Texas. A reduction in, or loss of, this or equivalent license rating,
in the event license ratings are changed, will be considered a default in this
Lease.
10. Lessees, with the prior written consent of the Lessor, which consent
shall not be unreasonably withheld, shall have the right to make such additions,
alterations, changes and improvements on the demised premises as Lessees shall
deem necessary or desirable; provided that no such addition, alteration, change
or improvement shall be made which will weaken the structural strength of the
building, diminish its utility or value, and all additions,
29
-4-
alterations, changes and improvements shall be made in a xxxxxxx-like manner in
full compliance with all building laws and ordinances applicable thereto, and
shall become part thereto upon termination of this Lease. Lessees may erect and
maintain such signs upon the premises as they may desire, and as may be
permitted by laws or ordinances pertaining thereto, but at their sole expense
and responsibility.
11. Lessees shall keep the demised premises in a clean, safe and sanitary
condition, and shall comply with all municipal, county, state and federal laws
and regulations governing the conduct of the activities conducted, suffered or
permitted by the Lessees on the demised premises and the Lessees shall obtain
appropriate permits from all such authorities when required.
12. Lessees shall have the right to sub-lease any or all of the leased
premises, with the prior written consent of Xxxxxx, first obtained, which
consent will not be unreasonably withheld, provided that the Lessees will remain
liable for the performance of the covenants and obligations of this Lease. If
the property is sub-leased, the Lessor will have the right to a reasonable
adjustment in the rent.
13. Lessees, agree to permit Lessor, or it's authorized representative to
enter the demised premises at all reasonable times during usual business hours
for the purpose of inspecting the same, provided that this shall not be
construed to obligate Lessor to notify Lessees of any defect observed therein.
14. Lessees shall not do or suffer anything to be done whereby the demised
premises, or any part thereof, may be encumbered by a mechanic's or similar
lien, and in the event such a lien is filed against the demised premises, or any
part thereof, purporting to be for or on account of any labor done or material
or services furnished in connection with any work in or about the demised
premises, Lessees shall discharge the same of record within ten days after the
date of such claim, or if Lessees desire to contest the validity or amount of
such claim, they may do so provided that they first post security acceptable to
Lessor, fully indemnifying Lessor and the premises from any claim, charge, or
demand arising from such claim or expenses incurred in connection therewith.
-5-
15. The occurrence of any one or more of the following events shall
constitute an "event of default" in the performance of the covenants of the
Lessees:
a. The Lessees shall fail or neglect to pay the rentals when due, or
to pay any other sums of money which they are required by this Lease to pay, and
such non-payment shall continue on the tenth day after written notice of the
same has been posted to Xxxxxxx. In the event of default of this Lease, Xxxxxx's
will forfeit any rights, or ownership of contracts and ownership of Certificate
of Need at this location, with the State of Texas or the United States
Government, to Lessor.
b. The Lessees shall fail, refuse or neglect to perform or observe any
other covenant required of them herein, and such non-performance or non-
observance shall continue on the thirtieth (30th) day (unless a later date be
stated in the notice) after written notice of the same has been posted to the
Lessees.
c. This Lease, or the premises itself, or any property of the Lessees
is levied upon by process of law, and such levy be not completely discharged, or
secured to the satisfaction of the Lessor, within fifteen (15) days after
service of the process.
d. Lessees become involved in financial difficulties as evidenced by
(1) an admission in writing of their inability to pay their debts generally as
they become due, (2) becoming petitioner in any voluntary debtor or bankruptcy
proceedings, whether asking arrangement, composition, reorganization,
liquidation or other relief, suspension or modification of their obligations
(3) becoming a party respondent to any involuntary proceeding the purpose of
which is to subject the assets of the Lessees to the control of a court of
creditor's committee (4) making am assignment of all or of a substantial part of
their property for the benefit of their creditors, or (5) seeking, consenting to
or failing to avert the appointment of a receiver or a trustee for all or a
substantial part of their property, or of the demised premises, or of their
interest in this Lease.
16. If an event of default occurs, Lessor shall have the
-6-
option to:
a. Terminate this Lease by service of written notice of termination, and
Xxxxxxx' right to the possession of the premises shall cease upon the date
stated in such notice, without prejudice to Lessors' right to recover all sums
due as of the date possession is surrendered, plus any damage or loss suffered
on or prior to such date, including any expenses such as court costs, attorney's
fees and similar expenses incurred by Lessor in recovering possession, rent,
and/or damages due from Lessees; or
b. Re-enter and take possession of the premises without further demand
or notice, and expel Lessees, or those claiming under it, and remove the effects
of both, or either (forcibly if necessary) without being deemed guilty of any
manner of trespass and without prejudice to Xxxxxx's further rights under this
Lease. In such event, the obligations of the Lessees under this Lease shall
continue, but Lessor may from time to time upon such terms and conditions, and
for such bona fide rental as they may be able reasonably to negotiate, sub-let
the premises for the account of Lessees, and all sums received by Lessor shall
be credited to the account of Lessees, less all reasonable expenses actually
incurred by Lessor, including, but not limited to brokerage fees, advertising
expense, preparation including re-decoration of the premises for sub-letting,
legal expenses, cost of performing such of Lessees' obligations as Lessor finds
it necessary to perform at it's expense, and all other items necessary and
proper to procure suitable tenants for the premises. Lessees shall remain liable
to Lessor for any deficiency between the amounts properly credited to Lessees,
and the amount due Lessor under this Lease.
c. If Lessor, after taking possession of the premises pursuant to
subparagraph (b) above, is unable to make a bona fide sub-lease with a new
tenant for a term which equals or exceeds the balance of the period for which
Lessees are then obligated, Lessor shall have the right forthwith to demand and
recover from Lessees, the present value of the difference between the amount to
be received by Lessor under the new sub-lease, and the amount which would have
been payable by Lessees under this Lease for the
-7-
remainder of the term hereof, plus the expenses of Lessor as defined above.
d. Notwithstanding any election by Xxxxxx to retake possession pursuant
to subparagraph (b) above, Lessor may at any time thereafter, upon written
notice to Lessees, terminate this Agreement in all respects, and in such event,
Lessees shall have no further liability, obligation or responsibility after the
date of such termination.
e. In order that Lessor may be indulgent when it deems the circumstances
warrant without prejudicing it's right under this Lease, Lessees now expressly
agree that no indulgence or extension, waiver or forgiveness, variation by
practice, nor any neglect or abstention by Lessor in strictly enforcing the
covenants of Lessees on any one or more occasions shall ever be deemed a waiver
of or estoppel against the right of Lessor to insist upon strict compliance with
each and every covenant herein, without any further or special notice or
warning the existence of a covenant in this Lease and the provisions of this
paragraph, being deemed adequate notice of the rights of the Lessor. No property
belonging to the Lessees shall ever be removed from the premises at any time
when there exists any default in the payment of any part of the rent due under
this Lease, nor after notice of default in the performance of any other covenant
or obligation assumed herein by Xxxxxxx.
17. Lessees agree to execute any instrument reasonably required by Lessor
reflecting attornment to their prior interest which may be required by Xxxxxx in
connection with mortgaging their interest in the demised premises, and/or
refunding or re-financing in the future of any mortgage which Lessor may place
upon the premises.
18. Upon any termination of this Lease, whether by lapse of time,
cancellation pursuant to an election provided for therein, forfeiture, or
otherwise, Xxxxxxx shall surrender immediately, possession of the demised
premises and all buildings and improvements then on the same to Lessor in good
and tenantable repair,
-8-
reasonable wear and tear and damage from fire or other casualty or peril
excepted. If possession be not immediately surrendered Lessor, with or without
process of Law, may forthwith re-enter said premises and repossess the same, and
expel and remove therefrom, using such force as may be necessary, all persons
and property, without being deemed guilty of any unlawful act and without
prejudice to any other legal remedy available to Lessor.
19. Lessor has the right to assign all or any part of this Lease.
20. It is the intention of the parties that this is to be a net, net, net
Lease.
21. At the time of execution of this Lease, Lessees agree to assign an
undivided one-half interest in the Certificate of Need, issued to
____________________________________________________ , dated
_______________________________ , to the Lessor as part of the consideration for
leasing. Lessees agree that if a default on this Lease occurs, resulting in
foreclosure or assignment, Lessees remaining interest in the Certificate of Need
will be assigned to Lessor immediately and forthwith.
22. This Lease shall be construed and interpreted in accordance with the
laws of the State of Texas.
23. Any notice or demand required or permitted by law or by any of the
provisions of this Lease shall be in writing. All notices or demands by Lessor
to or upon Lessees shall be deemed to have been properly given when sent by
certified mail, addressed to Xxxxxx X. and Xxxxxxx Xxxxxx, Monument Hill Nursing
Center, Inc., P.O. Box 509, Flatonia, Texas 78941, or at such other place as
Lessees may from time to time, designate in a written notice to Lessor; and to
Lessor by Xxxxxxx, addressed to Xxxxx Xxxxx, P.O. Box 126, Fort Xxxxx,
Arkansas 72902, or at such other place as Lessor may from time to time,
designate in a written notice to Xxxxxxx.
24. This Lease and all provisions herein shall be binding upon and inure to
the benefit of the parties hereto, their heirs, legal representatives,
successors and assigns.
-9-
25. Time is of the essence in this Lease.
IN WITNESS WHEREOF the parties have caused this instrument to be properly
executed the day and year first above written.
/s/ Xxxxx Xxxxx
----------------------------------
Xxxxx Xxxxx - Xxxxxx
MONUMENT HILL NURSING CENTER, INC.
/s/ Xxxxxx X. Xxxxxx
----------------------------------
Xxxxxx X. Xxxxxx, President
Xxxxxx
ATTEST:
/s/ Xxxxxxx Xxxxxx
----------------------------------
Xxxxxxx Xxxxxx - Secretary
/s/ Xxxxxx X. Xxxxxx
----------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxxxx Xxxxxx
----------------------------------
Xxxxxxx Xxxxxx
-10-
ACKNOWLEDGEMENT
---------------
STATE OF ______________
COUNTY OF _________________
On this the ________ day of ___________________ , 1986, before me the
undersigned officer, personally appeared Xxxxx Xxxxx, known to me to be the
person whose name is subscribed to the within instrument and acknowledged that
he executed the same for the purposes therein contained.
In Witness Whereof I hereunto set my hand and official seal.
________________________________________
Notary Public
My Commission Expires:
________________________________
STATE OF TEXAS
COUNTY OF FAYETTE
On this, the 17th day of October, 1986, before me the undersigned officer,
personally appeared Xxxxxx X. Xxxxxx, who acknowledged himself to be the
President of Monument Hill Nursing Center, Inc., a corporation, and that he, as
such President, being authorized so to do, executed the foregoing instrument for
the purposes therein contained, by signing the name of the corporation by
himself as President
In Witness Whereof, I hereunto set my hand and official seal.
/s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Notary Public
My Commission Expires:
7-21-88
-----------------------
STATE OF TEXAS
COUNTY OF FAYETTE
On this the 17th day of October 1986, before me the undersigned officer,
personally appeared Xxxxxx X. Xxxxxx and Xxxxxxx Xxxxxx, known to me to be the
persons whose names are subscribed to the within instrument and acknowledged
that they executed the same for the purposes therein contained.
In Witness Whereof I hereunto set my hand and official seal.
/s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Notary Public
My Commission Expires:
7-21-88
----------------------
Page 1 of 2 pages
EXHIBIT A
All that certain tract or parcel of land containing 3.398 acres situated in the
Xxxxx Xxxxx League, A-15, in Fayette County, Texas, and being a part of that
tract described as 38.362 acres in a deed from Xxxx X. Xxxxx, et ux, to Oak
Manor Inc., dated February 25, 1986, and recorded in Volume 713, Page 594, of
the Deed Records of Fayette Counnty, Texas, said 3.398 acre tract also being
more particularly described by metes and bounds as follows:
BEGINNING at an iron set at the intersection of West right-of-way line of U. S.
Highway 77 and the North right-of-way line of State Spur Highway 92 for the
Southeast corner of the tract herein described, and the Place of Beginning;
THENCE along the North right-of-way line of said Spur 92 with a curve to the
left (Curve Data Radius = 1,472.40 feet; Delta = 15(degrees) 10' 24" left: and
Chord = North 68(degrees) 10' 14" West, 388.79 feet) an arc distance of 389.93
feet to an iron set for the Southwest corner of the tract herein described;
THENCE North 21(degrees) 24' 00" East, departing said right-of-way line, 241.66
feet to an iron set for the most Westerly Northwest corner of the tract herein
described;
THENCE North 69(degrees) 43' 17" East 221.98 feet to an iron set for an angle
point in the North line of the tract herein described;
THENCE South 70(degrees) 16' 00" East, 120.00 feet to an iron set for an angle
point in the North line of the tract herein described;
THENCE South 28(degrees) 17' 52" East, 236.69 feet to an iron set in the West
right-of-way line of U. S. Highway 77 for the Northeast corner of the tract
herein described;
THENCE along said right-of-way line with a curve to the left (Curve Data:
Radius = 518.33 feet; Delta = 07(degrees) 44' 37" left: and Chord = South
29(degrees) 14' 19" West, 70.00 feet) an arc distance of 70.05 feet to an iron
set for the P.T. of said curve:
THENCE South 25(degrees) 22' 00" West, 9.80 feet along said West right-of-way
line to an iron set for an angle point in same;
THENCE South 26(degrees) 12' 00" West, 72.30 feet along said West right-of-way
line to an iron set for another angle point;
THENCE South 55(degrees) 12' 00" West, 110.00 feet along said right-of-way line
to the Place of Beginning and containing 3.398 acres of land.
SUBJECT TO an undivided 1/2 royalty (being equal to not less than an undivided
1/16) of all the oil, gas and other minerals as fully described in that deed
from Xxxxxx X. Xxxxx, Roman Catholic Archbishop of San Antonio, to Xxxxxx Aufi
Inc., dated February 25, 1965, recorded in Volume 369, Pages 468-474, Deed
Records of Fayette County, Texas.
Page 2 of 2 pages
SUBJECT TO that general utility easement reserved to Xxxxxx Aufi Inc. in its
deed to Xxxxxxx X. Xxxxxxxx, dated January 31, 1969, recorded in Volume 407,
Page 170, Deed Records of Fayette County, Texas.
SUBJECT TO building restrictions as shown in deed from Xxxxxx Aufi Inc. to
Xxxxxxx X. Xxxxxxxx, dated January 31, 1969, recorded in Volume 407, Page 170,
Deed Records of Fayette County, Texas.
SUBJECT TO that reservation unto Xxxx X. Xxxxx D.O., et ux, of an undivided one-
half (1/2) of the oil, gas and minerals, and an undivided one-half (1/2) of the
royalties payable thereon, as more fully set forth in that deed from Xxxx X.
Xxxxx, D.O., et ux, to Oak Manor, Inc., dated February 25, 1986 as recorded in
Volume 713, Page 594, of the Deed Records of Fayette County, Texas.
OPTION AGREEMENT
----------------
For and in consideration of the sum of Ten Dollars cash in hand paid,
receipt of which is hereby acknowledged, and for other good on valuable
considerations, XXXXX XXXXX, of Dallas, Texas, hereinafter called "Grantor",
does hereby give and grant unto Monument Hill Nursing Center, Inc, or Xxxxxx and
Xxxxxxx Xxxxxx of Flatonia, Texas, an option to purchase the following described
real estate, together with all improvements now or hereafter constructed upon
the same, and including all personal property shown upon Exhibit "D" attached
hereto, and in addition, any renewals, substitutions replacements or additions
thereto, which, may be on the premises and belonging to Grantor at the time
of the exercise of this Option, To-Wit:
Legal description attached hereto as Exhibit "A".
All upon the following terms and conditions:
1. This Option may be exercised by Grantees at the end of the 120 month
period after the 112 bed nursing home is complete and occupied and 120 monthly
rental payments have been made of /8/74.31 each, conditioned upon the Grantees,
their successors or assigns being in possession of the home at the time of
exercise, and upon the express condition and understanding that the Grantees
herein have fully performed all of the terms and conditions contained in a
certain Lease Agreement dated the 20th day of October, 1986, to be kept and
performed by the Lessees therein and more particularly, are current in the
payment of all sums due under the terms of said Lease Agreement. If at any time,
the above Lease shall be terminated, this Option will immediately become null
and void. This Option may be exercised by, means of Grantees giving Written
notice by certified mail, return receipt requested, of such election to Xxxxx
Xxxxx, at P. O. Box 126, Fort Xxxxx, Arkansas 72902, or such other place as may
be directed in writing, accompanied by $10,000.00 xxxxxxx money deposit. The
xxxxxxx money deposit will be applied on the purchase price if purchase is
concluded.
2. The price for the assets to be sold shall be ____________ 1,817,431?,
being the same as the original cost to
EXHIBIT 2
-2-
Xxxxx Xxxxx. The purchase price is payable in cash unless a financing
arrangement is worked out at the time of purchase with Seller.
The purchase price herein stated shall include the personal property
consisting of furniture, furnishings, fixtures and equipment located on said
premises as of the date of execution of this Agreement, and such as may
thereafter be placed upon the premises by way of substitution for or addition to
such furniture, furnishings, fixtures and equipment, less any furniture and
equipment removed or replaced during the Lease term by Lessor or Lessee.
3. Upon receipt of notice of intent to exercise this Option, Grantor shall
promptly furnish to Grantees, a Warranty Deed, subject only to recorded
easements, rights-of-way, mineral interests and etc. Recorded easements and
restrictions shall not be deemed to impair title.
4. Closing shall be at a time and place mutually agreeable. In the absence
of agreement, Grantor may obligate Grantees to perform by giving written notice
that he is ready, willing and able to execute the Deed and Xxxx of Sale.
Grantees shall have ten (10) business days to execute the instruments required
to consummate this transaction, and to pay the purchase price. Grantees shall
designate some place in Austin or Flatonia, Texas at which they will appear
prepared to perform, and Grantor shall have ten (10) business days after receipt
of such demand in which to execute and deliver the documents required by this
Option. If Grantor fails, neglects or refuses to perform, Grantees shall have
the right to seek specific performance of this Option.
5. This Option may not be assigned by Grantees without the written consent
of the Grantor.
6. Notices required or permitted by this Option may be given to Grantor by
certified mail, return receipt requested, addressed to Xxxxx Xxxxx at P. O. Box
126, Fort Xxxxx, Arkansas 72902 and to Grantees by certified mail, return
receipt requested to Xxxxxx and Xxxxxxx Xxxxxx, Monument Hill Nursing Center,
Inc., P. O. Box 509, Flatonia, Texas 78941. Either party may change the person
-3-
VOL. 906 PAGE 646
to whom or the place to which notice is to be given by written request.
7. This Agreement shall be binding upon the heirs, legal representatives,
successors and assigns of the parties hereto.
/s/ Xxxxx Xxxxx
----------------------------------
Xxxxx Xxxxx - Grantor
MONUMENT HILL NURSING CENTER, INC.
/s/ Xxxxxx X. Xxxxxx
----------------------------------
Xxxxxx X. Xxxxxx - President
Xxxxxxx
ATTEST:
/s/ Xxxxxxx Xxxxxx
--------------------------------
Xxxxxxx Xxxxxx - Secretary
/s/ Xxxxxx X. Xxxxxx
----------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxxxx Xxxxxx
----------------------------------
Xxxxxxx Xxxxxx
EXHIBIT "A"
Legal Description
LaGrange, Texas
All that certain tract or parcel of land containing 3.398 acres situated in the
Xxxxx Xxxxx League, A-15, in Fayette County, Texas and being a part of that
tract described 38.362 acres in a deed from Xxxx X. Xxxxx, et ux, to Oak Manor,
Inc., dated February 25, 1986, and recorded in Volume 713, Page 594, of the Deed
Records of Fayette, county, Texas, said 3.398 acre tract also being more
particularly described by metes and bounds as follows:
BEGINNING at an iron set at the intersection of West right-of-way line of U.S.
6. Highway 77 and the North right-of-way line of State Spur Highway 92 for the
Southeast corner of the tract herein described, and the Place of Beginning;
THENCE along the North right-of-way line of said Spur 92 with a curve to the
left (Curve Data: Radius = 1,472.40 feet: Delta = 15' 10' 24" left, and Chord =
North 68' 10' 14" West, 388.79 feet) an arc distance of 309.93 feet to an iron
set for the Southwest corner of the tract herein described:
THENCE North 21' 24' 00" East, departing said right-of-way line, 241.66 feet
to an iron set for the most Westerly Northwest corner of the tract herein
described,
THENCE North 69' 43' 17'; East, 221.98 feet to an iron set for an angle point
in the North line of the tract herein described;
THENCE South 70' 16' 00" East, 120.00 feet to an iron set for an angle point in
the North line of the tract herein described;
THENCE South 28' 17' 52" East, 236.69 feet to an iron set in the west right-of-
way line of U. S. Highway 77 for the Northeast corner of the tract herein
described;
THENCE along said right-of-way line with a curve to the left (Curve Data
Radius = 518.33. feet(Delta = 07' 44' 37" left, and Chord = South 29' 14' 19"
West, 70.00 feet) an arc distance of 70.05 feet to an iron set for the P.T. of
said curve;
THENCE South 25' 22' 00" West, 9.80 feet along said West right-of-way line to an
iron set for an angle point in same;
THENCE South 26' 12' 00" West, 72.30 feet along said West right-of-way line to
an iron set for another angle point;
THENCE South 55' 12' 00" West, 110.00 feet along said right-of-way line to the
Place of Beginning and containing 3.398 acres of land.
SUBJECT TO an undivided 1/2 royalty (being equal to not less than an undivided
1/16) of all the oil, gas and other minerals as fully described in that deed
from Xxxxxx X. Xxxxx, Roman Catholic Archbishop of San Antonio, to Xxxxxx Aufi
Inc., dated February 25, 1965, recorded in Volume 369, Pages 468-474, Deed
Records of Fayette County, Texas.
-2-
THENCE along said right-of-way line with a curve to the left (Curve Data Radius
= 510.33 feet, Delta = 07' 44' 37" left; and Chord = South 29' 14' 19" West,
70.00 feet) an arc distance of 70.05, feet to an iron set for the P.T. of said
curve;
THENCE South 25' 22' 00" West, 9.80 feet along said West right-of-way line to an
iron set, for an angle point in same;
THENCE South 26' 12' 00" west, 72.30 feet along said West right-of-way line to
an iron set for another angle point;
THENCE South 55' 12' West, 110.00 test along said right-of-way line to the Place
of Beginning and containing 3.398 acres of land.
SUBJECT TO an undivided 1/2 royalty (being equal to not less than an undivided
1/16) of all the oil, gas and other minerals as fully described in that deed
from Xxxxxx X. Xxxxx, Roman Catholic Archbishop of San Antonio, to Xxxxxx Aufi
Inc., dated February 25, 1965, recorded in Volume 369, Pages 468-474, Deed
Records of Fayette County, Texas.
SUBJECT TO that general utility easement reserved to Xxxxxx Aufi Inc. in its
-----------
deed to Xxxxxxx X. Xxxxxxxx January 31, 1969, recorded in Volume 407, Page 170,
Deed Records of Fayette County, Texas.
SUBJECT TO building restrictions as shown in deed from Xxxxxx Aufi Inc. to
Xxxxxxx X. Xxxxxxxx, dated January 31, 1969, recorded in Volume 407, Page 170,
Deed Records of Fayette Counnty, Texas.
SUBJECT TO that reservation unto Xxxx X. Xxxxx, D.O., et ux, of an undivided
one-half (1/2) of the oil, gas and minerals, and an undivided one-half (1/2) of
the royalties Payable thereon, as more fully set forth in that deed from Xxxx X.
Xxxxx, D.O., et ux, to Oak Manor Inc. dated February 25, 1986, as recorded in
Volume 713, Pegs 594, of the Deed Records of Fayette County, Texas.
/s/ La Grange
FILED FOR RECORD
At 1.30 O'clock p.m. $49.00 Pd.
The 5th, Day of October, 1994 Hand To: Xxxxx Title Company
XXXXX XXXXXX
_____________________________
Clerk County Court, Fayette County, Texas
By Xxxxx Xxxxxx Deputy
------------
XXXXX XXXXXX
RECORDED THIS THE 11th DAY OF October A.D., 1994 AT 3:15 O'CLOCK P.M.
XXXXX XXXXXX, COUNTY CLERK BY Xxxx Xxxxx DEPUTY
----------------------
XXXX XXXXX
