Exhibit 10.15
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF 0000 XXXXX XXXXXX XXX LIMITED PARTNERSHIP
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
("Agreement") is made and entered into this 29th day of December, 1998, by and
between Sierra Health Services, Inc., a Nevada corporation (the "General
Partner"), California Indemnity Insurance Company, a California corporation,
("CIIC") and Commercial Casualty Insurance Company, a California corporation
("CCIC," and together with CIIC and all other persons who shall execute a copy
of this Agreement and such other documents as required by the General Partner in
such capacity, collectively, the "Limited Partners"). The General Partner and
Limited Partners are hereinafter collectively referred to as the "Partners."
ARTICLE I
ORGANIZATIONAL MATTERS
1.1 Formation. The General Partners and CHC (the "Initial Partners")
formed this limited partnership (the "Partnership") pursuant to the provisions
of Nevada's Uniform Limited Partnership Act (the "Act"), Nevada Revised Statutes
("NRS") Chapter 88, on December 7, 1998. Pursuant to NRS Section 88.420(2)(a),
CCIC is being admitted as an additional limited partner of the Partnership,
which admission shall be effective upon the Initial Partners executing this
Agreement where indicated below, such signatures to be conclusive evidence of
their written consent to such admission.
1.2 Name. The business of the Partnership shall be carried on in
the name of "2716 North Tenaya Way Limited
Partnership."
1.3. Partnership Office. The Partnership shall maintain an office at
0000 Xxxxx Xxxxxx Xxx, Xxx Xxxxx, Xxxxxx 00000-0000, at which must be kept the
following records required by NRS 88.335 to be so maintained (or at which must
be kept such different records as may subsequently be required to be so
maintained by subsequent change to the Act):
(a) A current list of the full name and last known business
address of each Partner, separately identifying the General Partner and the
Limited Partners in alphabetical order;
(b) A copy of the Certificate of Limited Partnership and all
certificates of amendment thereto, together with executed copies of any powers
of attorney pursuant to which any certificate has been executed;
(c) Copies of the Partnership's federal, state, and local
income tax returns and reports, if any, for the three most recent years;
(d) Copies of any then effective written partnership agreements and of any
financial statements of the Partnership for the three most recent years; and
(e) Unless it continues to be contained in this Agreement
or an amendment there to, a writing setting out:
(i) The amount of cash and a description and statement of the agreed value
of the other property or services contributed by each Partner and which each
Partner has agreed to contribute;
(ii) The times at which or events on the happening of which any additional
contributions agreed to be made by each Partner are to be made;
(iii) Any right of a Partner to receive, or of a General Partner to make,
distributions to a Partner which include a return of all or any part of the
Partner's contribution; and
(iv) Any events upon the happening of which the Partnership is to be
dissolved and its affairs wound up.
Records kept pursuant to this Section shall be subject to inspection and copying
at the reasonable request, and at the expense, of any Partner during ordinary
business hours.
1.4 Agent for Service of Process. The name and address of the agent for
service of process required to be maintained by NRS 88.330 shall be the same as
set forth in the Certificate of Limited Partnership. The General Partner shall
require said agent, within thirty (30) days after acceptance of an initial
appointment, to file a certificate thereof in the Office of the Secretary of
State of Nevada.
1.5 Partnership Offices. The Partnership may maintain an office or
offices at such place or places, either within or without the State of Nevada,
as may be determined, from time to time, by the General Partner.
1.6 Duration. The term of the Partnership shall commence on the
execution and flag of a Certificate of Limited Partnership pursuant to NRS
88.350. The Partnership shall not be dissolved nor cease to do business prior to
the expiration of that certain Lease dated December 28, 1998, by and between the
Partnership, as lessor, and the Limited Partners, as lessee (the "Lease"),
without the unanimous consent of the Partners. The latest date upon which the
Partnership is to dissolve shall be the earlier of the date upon which the Lease
expires or the 31st day of December, 2018, unless the Partners unanimously
consent to the continuation of the Partnership. The Partnership shall terminate
sooner if otherwise required (i) under this Agreement, (ii) by operation of law
or (iii) by agreement of the Partners.
1.7 Certificate of Limited Partners. The Initial Partners filed a
Certificate of Limited Partnership with the Nevada Secretary of State pursuant
to the terms of NRS 88.350 on December 7, 1998. Upon the execution of this
Agreement, the Partners shall perform all other acts and deeds necessary or
required by the Act or any other law to perfect and maintain the Partnership as
a limited partnership under the laws of the State of Nevada.
1.8 Delivery of Certificates to Limited Partners. The Partnership shall
maintain at the Partnership's office specified in Section 1.3 herein above a
copy of the Certificate of Limited Partnership and each certificate of amendment
or cancellation, in lieu of delivering or mailing a copy of same to each Limited
Partner under NRS 88.390.
1.9 Annual List. On or before the last day of the month in which the
anniversary date of the filing of the Partnership's Certificate of Limited
Partnership occurs in each year, the General Partner shall cause to be filed
with the Nevada Secretary of State a list of the Partnership's General Partners
and a designation of its agent in Nevada for service of process, certified by
the General Partner of the Partnership. The list must, after the name of each
General Partner listed thereon, set forth each General Partner's post office box
or street address.
ARTICLE II
AUTHORITY OF PARTNERSHIP
2.1 Purpose. The purposes of the Partnership are to own, maintain,
operate and lease certain real property and improvements thereon consisting of
an office building (the "Office Building") and associated improvements located
at 0000 Xxxxx Xxxxxx Xxx, Xxx Xxxxx, Xxxxxx, and more particularly described in
Exhibit "A" attached hereto and incorporated by this reference (the "Property").
2.2 Powers. In order to carry out its purposes, and not in limitation
thereof, the Partnership is authorized and empowered to perform any and all acts
and deeds necessary, appropriate, proper, advisable, incidental to, or
convenient for the furtherance and accomplishment of the purposes of the
Partnership, and for the protection and benefit of the Partnership, including,
but not limited to, the following:
(a) Borrow money and issue evidence of indebtedness, on behalf
of the Partnership or any entity in which the Partnership has an interest, in
furtherance of the Partnership business and secure any such indebtedness by
mortgage, pledge, or other lien of the Partnership property with the consent of
the Partners in writing thereto, provided that no Limited Partner shall have any
personal liability on any such indebtedness without the express written consent
of such Partner;
(b) Conduct any kind of activity, and enter into and perform contracts of
any kind necessary to, or in connection with, or incidental to the
accomplishment of the purposes of the Partnership;
(c) Maintain, operate and lease the Property; and
(d) Subject to the limitations expressly set forth elsewhere
in this Agreement, negotiate for and conclude agreements for the sale, exchange,
or other disposition of all or substantially all of the property of the
Partnership, or for the refinancing of any loan on the property of the
Partnership.
2.3 Limited Partners' Use of the Office Building. Notwithstanding
anything to the contrary in Sections 1.3 and 1.5, at all times during the
duration of the Partnership, the Limited Partners shall use and occupy the
Office Building as their respective "regional home office" or "home office," as
applicable, as those terms are used and defined in NRS Chapter 680B.
ARTICLE III
PARTNERS AND THEIR CONTRIBUTIONS
3.1 Partners. The Partners, their principal place of business and the
amounts of their contributions to the capital of the Partnership are set forth
in Exhibit "B", attached hereto and incorporated by this reference. The
contribution of a Partner may be in cash, property, or services rendered, or a
promissory note or other binding obligation to contribute cash or property or to
perform services.
3.2 Percentage Interests. As used in this Agreement, "Percentage
Interest" means, with respect to a particular Partner, the proportionate share
of the Interests in the Partnership held by such Partner as set forth in
Schedule 1. For purposes hereof, "Interest" means the entire ownership interest
of a Partner in the Partnership at any time, including the right of such Partner
to any and all benefits to which a Partner may be entitled as provided under NRS
and this Agreement.
3.3 Adjustment of Percentage Interest. The combined Percentage
Interests of the Limited Partners (which shall be evenly divided among all the
Limited Partners) shall at all times be equal to the proportion of the floor
area of the Building leased by the Limited Partners pursuant to the Lease (the
"Occupancy Percentage") in relation to the total floor area of the Office
Building and all other buildings, if any, on the Property. If at any time the
Lease is amended such that the occupancy Percentage is higher or lower than the
Occupancy Percentage as previously set for the Lease, the combined
Percentage Interests of the Partners (including the General Partner) shall be
automatically adjusted such that the combined Percentage Interests of the
Limited Partners are equal to the Occupancy Percentage. Regardless of whether
the Lease is amended, the combined Percentage Interests of the Limited Partners
shall always equal (and the Percentage Interests of the Partners shall be
adjusted accordingly) to the proportion of the floor area of the Office Building
used as the respective home office or regional home office by the Limited
Partners in relation to the total floor area of the Office Building and all
other buildings, if any, on the Property, it being the express intention of the
Partners that the Limited Partners will remain eligible for the tax credit
provided under NRS 680B.050 and 680.055. The adjustments to Percentage Interests
required under this Section 3.3 shall be effective automatically and do not
require an amendment to this Agreement or Schedule I. Once each quarter, or at
such other times as may be required by the Executive Director of the Nevada
Department of Taxation, the Partners shall execute a certificate setting forth
their respective Interests, Percentage Interests and Occupancy Percentage of the
Partners, said certificate to be kept at the Partnership office in accordance
with Section 1.3(a).
3.4 Return of Capital Contributions. Except as required to make the proper
adjustments to their respective Percentage Interests required in Section 3.3, no
Partner shall be entitled to a turn of its contribution except to the extent
permitted by the unanimous consent of the Partners.
3.5 Additional Capital Contributions. Except as required to make the
proper adjustments to their respective Percentage Interests required in Section
3.3, no Partner may make additional contributions to the Partnership except to
the extent permitted by the unanimous consent of the Partners.
3.6 Capital Accounts. A separate capital account shall be established
by the Partnership for each Partner. The capital account of each Partner shall
be increased (credited) by (i) the total capital contributed by the Partner,
(ii) all profits and gains allocated to the Partner and (iii) any increase in
the Partner's Percentage Interest caused by an adjustment made pursuant to
Section 3.3.The capital account of each Partner shall be decreased (debited) by
(i) any losses allocated to the Partner and (ii) any decrease in the Partner's
Percentage Interest caused by an adjustment made pursuant to Section 3.3.
ARTICLE IV
PROFITS AND LOSSES; CASH DISTRIBUTIONS; TAX CREDITS
4.1 Fiscal Year. The fiscal year of the Partnership shall be the calendar
year.
4.2 Profits, Losses, and Tax Credits.
(a) Profits and Losses. Profits and losses of the Partnership,
if any, shall be allocated to the Partners according to their respective
Percentage Interests.
(b) Tax Credits. Tax credits, defined as any right to offset
expenditures of the Partnership directly against the federal income tax of the
Partners, shall be allocated for each fiscal year in the same manner as profits
and losses are allocated in the foregoing subsection (a).
4.3 Determination of Profits and Losses. Profits and losses for all
purposes hereunder shall be determined in accordance with the accounting method
followed by the Partnership for federal income tax purposes, except that any
optional basis adjustments made pursuant to Section 734 or Section 743 of the
Internal Revenue Code of 1986, as amended, including those provisions affected
by The Tax Reform Act of 1986, or any corresponding provisions of any succeeding
law (all of which, except for the Section reference, are hereinafter referred to
as the "Code"), and any regulations promulgated thereunder, shall not be taken
into account. Every item of income, gain, loss, deduction, credit, or tax
preference entering into the computation of such profit or loss, or applicable
to the period during which such profit or loss was realized, shall be considered
allocated to each Partner in the same proportion as profits and losses are
allocated to such Partner under Section 4.2.
4.4 Allocation of Gains and Losses. Gains and losses realized by the
Partnership upon the sale, exchange, or other disposition of the Property shall
be allocated in the same manner as the profits and losses heretofore set forth
in Section 4.2.
4.5 Distribution of Proceeds from Sale, Refinancing. or Liquidation of
the Partnership Property. In the event the Partnership sells or refinances the
Property, or the Partnership's assets are liquidated, the net proceeds from any
such sale, refinancing, or liquidation pursuant to Article 8 will be distributed
and applied by the Partnership in the following order of priority:
(a) To the payment of debts and liabilities of the Partnership
(including all expenses of the Partnership incident to any such sale or
refinancing), excluding debts and liabilities of the Partnership to Partners or
any affiliates;
(b) To the setting up of any reserves which the Partners deem
reasonably necessary for contingent, unmatured, or unforeseen liabilities or
obligations of the Partnership;
(c) To the repayment of the balances due on cash loans made by any
Partner;
(d) To Partners in the amount of their initial capital
contributions; and
(e) Thereafter, to the Partners in accordance with their
percentage interests in profits and losses, respectively.
ARTICLE V
MANAGEMENT, POWERS, DUTIES, AND RESTRICTIONS
5.1 General Partner. Sierra Health Services, Inc., a Nevada corporation,
shall serve as the General Partner.
5.2 Authority of General Partner. Except to the extent otherwise set
forth herein, the General Partner shall have full, complete, and exclusive
discretion to manage and control the business of the Partnership for the
purposes herein stated, shall make all decisions affecting the business of the
Partnership to the best of its ability, and shall use its best efforts to carry
out the purposes of the Partnership. In so doing, the General Partner shall take
all actions necessary or appropriate to protect the interests of the Partners as
a group and the Partnership. The General Partner, on behalf of the Partnership
and in furtherance of the business of the Partnership, shall have the authority
to perform all acts which the Partnership is authorized to perform, including,
but not limited to, the following:
(a) Compromise, submit to arbitration, xxx on, or defend all claims in
favor of or against the Partnership;
(b) Make and revoke any election permitted the Partnership by any taxing
authority;
(c) Perform any and all acts it deems necessary or appropriate for the
protection and preservation of the assets of
the Partnership; and
(d) Obtain and keep in force property, casualty, and public
liability insurance, in such amounts and upon such terms and with such earners
as will adequately protect the Partnership and the Property.
5.3 Limitations on Authority of General Partner. The General Partner
shall have no authority to do any of the following
without the prior written consent of the Limited Partners:
(a) Borrow money or execute notes, deeds of trust or any other documents
encumbering all or any portion of the Property;
(b) Do any act in contravention of the Partnership Agreement;
(c) Do any act that would make it impossible to carry on the ordinary
business of the Partnership;
(d) Confess a judgment against the Partnership;
(e) Possess Partnership property for other than Partnership purposes;
(f) Admit a person as a General Partner; or
(g) Sell, contract to transfer, assign, hypothecate or in any way alienate
all or any part of its Interest as General Partner other than as specifically
permitted under any applicable portion of this Partnership Agreement.
ARTICLE VI
WITHDRAWAL OR REMOVAL OF GENERAL PARTNER
6.1 Voluntary Withdrawal. The General Partner may not unilaterally withdraw
from the Partnership as General Partner at any time. Any such withdrawal shall
constitute a breach of this Partnership Agreement.
6.2 Removal of General Partner . In addition to all other provisions
under this Partnership Agreement or applicable law for removal of a General
Partner, the General Partner may be removed upon the commission of fraud or
gross negligence in conducting the business affairs of the Partnership.
ARTICLE VII
BOOKS AND RECORDS, ACCOUNTING, TAX ELECTIONS, ETC.
7.1 Books and Records. The Partnership shall maintain full and accurate
books of account in accordance with sound federal income tax principles and
generally accepted accounting principles. These and all other records of the
Partner including information relating to the status of the Partnership, its
business, and a list of the names and addresses of all Partners, shall be kept
at the principal office and place of business of the Partnership and shall be
available for examination there by any Partner or such Partner's duty authorized
representative at any and all reasonable times.
7.2 Banking. The General Partner shall have a fiduciary responsibility for the
safekeeping and use of all funds and assets of the Partnership, whether or not
in the immediate possession or control of the Partners. The funds of the
Partnership shall not be commingled with the funds of any other person or
entity, and the Partners shall not employ such funds in any manner except for
the benefit of the Partnership. All funds of the Partnership, not otherwise
invested, shall be deposited in one or more accounts maintained in such banking
institutions as the General Partner shall, from time to time, determine, and
withdrawals therefrom shall be made only in there regular course of the
Partnership's business day on such signature or signatures as the General
Partner may, from time to time, determine.
7.3 Accountants. The accountants for the Partnership shall be such firm
of public accountants as shall be elected by the General Partner, the cost of
which shall be borne by the Partnership. Said accountants shall prepare for
execution by the Partners all tax returns of the Partnership and, when required,
shall audit the books of the Partnership and certify, in accordance with
generally accepted accounting principles, a balance sheet, a profit and loss
statement, and a cash flow statement, the cost of which shall be borne by the
Partnership.
7.4 Resorts to Partners. The Partners agree that the Partners will
provide all of the information necessary for the preparation of Internal Revenue
Service Form 1065 to the Partnership's accountants within one (1) calendar month
after the close of each fiscal year.
7.5 Optional Basis Adjustment. In the event of the transfer of all or
any part of an Interest of a Partner, or death of any individual Partner, or
upon a distribution of property to a Partner, the Partnership may elect to
adjust the federal income tax basis of Partnership property in accordance with
Section 754 of the Code in the manner provided in Section 734 or Section 743
thereof and regulations promulgated thereunder. However, notwithstanding an
election pursuant to said Section 754 with respect to the Interest of any
Partner, the determination of profits, losses, and the capital account balances,
shall for all purposes of this Agreement, be made without taking into account
any adjustments resulting from such election, and such adjustment shall only be
taken into account on the income tax returns of the Partners affected thereby.
7.6 Tax Returns: "Tax Matters Partner". Treatment of Partnership
Items: Request for Adjustment
(a) For Federal income tax purposes, the General Partner is
selected by the Partners to represent the Partnership and is designated the "Tax
Matters Partner".
(b) The Tax Matters Partner shall prepare and file timely all
federal, state and local income and other tax returns and reports, including,
but not limited to, a form furnished by or acceptable to the executive director
of the Nevada department of taxation pursuant to NRS 680B.050(3), as may be
required as a result of the business of the Partnership. Not less than thirty
days prior to the date (as extended) on which the Partnership is to file its
federal income tax return or any state income tax return, the return proposed to
be filed by the Tax Matters Partner shall be furnished to the Partners for
review and comment. In addition, not less than ten (10) days after the date on
which the Partnership actually files its federal income tax return or any state
income tax return, a copy of the return so filed by the Tax Matters Partner
shall be furnished to the Partners. The Tax Matters Partner shall promptly
notify the Partners if any tax return or report of the Partnership is audited or
if any adjustments are proposed by any governmental body.
(c) As between the Partners, the Tax Matters Partner is hereby
appointed the "tax matters partner" (as such term is defined in Section
6231(a)(7) of the Internal Revenue Code) and is authorized to file all
statements and forms on behalf of the Partnership which may be required by
regulations issued or to be issued by the Internal Revenue Service to indicate
such designation. If the Tax Matters Partner is ratified by the Internal Revenue
Service of its intent to audit a federal income tax return of the Partnership,
the Tax Matters Partner shall promptly notify the Partners and shall keep the
Partners informed of the progress of the examination. In the event of an audit
of the Partnership's income tax returns by the Internal Revenue Service, the Tax
Matters Partner may, at the expense of the Partnership, retain account and other
professionals to participate in the audit. The Tax Matters Partner shall
promptly communicate the results of any formal partnership administrative
adjustment to the Partners and shall promptly advise the Partners of proposed
settlement options when presented by the Internal Revenue Service.
(d) The Partners agree to notify the Tax Matters Partner of
any proposed inconsistent treatment of any item of Partnership income, gain,
loss, deduction or credit between the treatment of such item reflected on the
Partner's share of income, credits, deductions, etc., and the treatment proposed
to be made by the Partner on the Partner's federal income tax return. The
treatment of any such item shall be subject to the approval of the General
Partner.
(e) Except as provided below, each Partner agrees not to file
an "administrative adjustment request" (as such term is utilized in Section 6227
of the Internal Revenue Code) with respect to a "Partnership item" (as such term
is defined in Section 6231(a)(3) of the Internal Revenue Code) of the
Partnership. If the Partners propose that the Tax Matters Partner should file on
behalf of the Partnership an administrative adjustment request, the Partners
shall first notify the Tax Matters Partner of such proposal. If the Tax Matters
Partner agrees with the proposal, he shall file the request. If the Tax Matters
Partner proposes to file an administrative adjustment request or file an amended
federal income tax return with regard to prior years of the Partnership, then
the Partners shall be entitled to ten (10) days notice to review the proposed
administrative adjustment request or amended federal income tax return, as the
case may be. The Tax Matters Partner shall not file an administrative adjustment
request or amended federal income tax return with regard to a prior year of the
Partnership without the written consent of all of the Partners.
ARTTCLE VII
DISSOLUTION AND LIQUIDATION OF THE PARTNERSHIP
8.1 Dissolution of the Partnership. The Partnership shall be
dissolved upon:
(a) The sale or other disposition of the Property and the collection of all
the proceeds therefrom; or
(b) Any other event causing the dissolution of the Partnership under this
Agreement, the Act or any other applicable law.
8.2 Winding-Up and Dissolution. Upon the dissolution of the Partnership pursuant
to the preceding Section 8.1, the Partnership business shall be wound up and its
assets distributed as provided in Article IV. For the purposes of this Section
8.2, to the extent that depreciation or amortization deduction taken into
account by the General Partner shall cause a deficit in the General Partner's
capital account, such deficit, to the extent the amount of any depreciation or
amortization so taken, shall not be deemed to be the personal liability of the
General Partner. Upon complete dissolution and distribution of the Partnership's
assets, the Partners shall cease to be Partners of the Partnership. Upon the
dissolution of the Partnership, the accountants for the Partnership shall
promptly prepare and furnish to each Partner a statement setting
forth the assets
and liabilities of the Partnership upon its dissolution. Promptly following the
distribution of the Partnership's property and assets, the Partnership's
accountant shall prepare for each Partner a statement showing the manner in
which the Partnership assets were distributed.
8.3 Election to Reform. Notwithstanding anything to the contrary herein
contained, upon the dissolution of the Partnership pursuant to Section 8.1, the
Partners may form a successor Partnership (whether limited or general) or a
joint venture or any other entity to continue the business of the Partnership.
ARTICLE IX
GENERAL PROVISIONS
9.1 Amendments. Amendments to this Agreement may be proposed by a
Partner, who Shall give notice to the other Partners of (1) the text of such
amendment; (2) the statement of the purpose of such amendment; and (3) if
required by the other Partners, an opinion of counsel that such amendment is
permitted under the Act and will not adversely affect the Partnership's
classification as a partnership for federal income tax purposes under Section
7701 of the Code and regulations promulgated thereunder. Any amendments proposed
pursuant to this Section 9.1 shall be considered effective only after the same
have been reduced to a written instrument signed by all of the Partners.
9.2 Notices. Wherever provision is made in this Agreement for the giving,
service, or delivery of any notice, statement, or other instrument, such notice
shall be deemed to have been duly given, served, and delivered if mailed by
United States registered or certified mail (return receipt requested), addressed
to the party entitled to receive the same in accordance with the addresses set
forth in Exhibit "B". Except where otherwise specified in this Agreement, any
notice, statement, or other instrument shall be deemed to have been given,
served, and delivered on the date on which such notice was mailed as herein
provided.
9.3 Arbitration. Any controversy or claim arising out of or relating to this
Agreement, or breach thereof, shall be settled by arbitration in the State of
Nevada in accordance with the Rules of the American Arbitration Association, and
judgment upon the award may be entered in any court having jurisdiction thereof
pursuant to the provisions of NRS Chapter 38.
9.4 Benefit. The terms, conditions, covenants, and agreements herein
contained shall inure to the benefit of and be binding upon the parties hereto
and their respective executors, administrators, successors, assigns, receivers
and trustees.
9.5 Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original copy, all of which together
shall constitute one Agreement, binding on all parties hereto, notwithstanding
that all the parties shall not have signed the same counterparts.
9.6 Entire Agreement. This Agreement, the Lease and any information incorporated
herein by reference, set forth all (and is intended by all parties to be an
integration of all of there presentations, promises, agreements, and
understandings among the parties hereto with respect to the Partnership, the
Partnership's business, and the property of the Partnership. There are no
representations, promises, agreements, or understandings, oral or written,
express or in applied, among the parties other than as set forth or incorporated
herein.
9.7 Construction. The captions and section and article numbers appearing in this
Agreement are inserted only as a matter of convenience and in no way define,
limit, construe, or describe the scope or intent of such sections or articles of
this Agreement, nor in any way affect the terms and conditions hereof. The
necessary grammatical changes required to make the provisions of this Agreement
apply in a plural sense, where required, or to a particular gender shall, in all
instances, be assumed as though in each case fully expressed.
9.8 Partial Invalidity. If any term, covenant, or condition of this Agreement or
the application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement or the application of
such term, covenant, or condition to persons or circumstances other than those
as to which it is held invalid or unenforceable, shall not be affected thereby
and each term, covenant, or condition of this Agreement shall be valid and
enforced to the fullest extent permitted by law.
9.9 Applicable Law. The laws of the State of Nevada shall govern the
validity, performance, and enforcement of this Agreement.
9. 10 Acknowledgment by Limited Partner. Each of the Limited Partners
represents, warrants and acknowledges that:
(a) such Limited Partner understands that the interest being acquired here under
is not readily transferable and that no market is made or exists for the sale of
its Interest;
(b) such Limited Partner is experienced in evaluating investments of the nature
contemplated by this Agreement, and that it has sufficient knowledge,
information and experience in financial and business matters to be able to
evaluate the merits and risks of this investment; and
(c) such Limited Partner understands that:
THE LIMITED PARTNERSHIP INTERESTS HEREIN HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
THE APPLICABLE STATE SECURITIES ACT BY REASON OF EXEMPTION.
THESE INTERESTS HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE
GENERAL PARTNER THAT SUCH REGISTRATION IS NOT REQUIRED THE
SALE OR TRANSFER OF SUCH INTEREST IS ALSO RESTRICTED BY THIS
LIMITED PARTNERSHIP AGREEMENT, BY ANY SUBSCRIPTION AGREEMENT
SIGNED BY SAID LIMITED PARTNER AND BY ALL OTHER RELATED
PARTNERSHIP DOCUMENTS.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above-written.
General Partner
Sierra Health Services, Inc.
By:________________________
------------
Its: ________________________
Limited Partners
California Indemnity Insurance Company
By:________________________
------------------------
Its_________________________
Commercial Casualty Insurance Company
By:________________________
------------------------
Its: ________________________
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
A parcel of land being a portion of the Southeast Quarter (SE 1/4) of Section
15, Township 20 South, Range 60 East, M.D.M., City of Las Vegas, Xxxxx County,
Nevada. Also being a portion of Lot 4 in Block 1 of the re-subdivision of a
portion of the Las Vegas Technology Center, a Commercial Subdivision recorded in
Plats Book 47, Page 35, Xxxxx County, Nevada, Official Records. This legal
description and map also supersedes the Record of Surveys File 68, Page 77,
described as follows:
COMMENCING at the intersection of the centerline of Peak Drive and the
centerline of Tenaya Way; Thence South 00(Degree)02'37" West along the
centerline of Tenaya Way 40.07 feet; thence departing said centerline of Xxxxxx
Xxx Xxxxx 00(Xxxxxx)00'00" Xxxx 40.00 feet to a point on the East right of way
of Tenaya Way; Thence along said East right of way South 00(Degree)02'37" West
295.66 feet to a point of tangency; Thence curving right along the arc of a
curve having a radius of 1207.37 feet an arc length of 73.79 feet concave to the
West, through a central angle of 03(Degree)30'06" to a point where the radius
point bears North 86(Degree)27'20" West; Thence departing the East right of way
of Tenaya Way South 86(Degree)00'00" East 265.43 feet; Thence South
76(Degree)59'07" East 76.58 feet; Thence South 86(Degree)00'00" East 453.68
feet; Thence South 04(Degree)00'00" West 35.00 feet to the POINT OF BEGINNING;
Thence continuing South 04(Degree)00'00"West 35.00 feet; Thence North
86(Degree)00'00" West 360.91 feet; Thence South 00(Degree)00'00" West 346.49
feet; Thence North 86(Degree)00'00" West 64.23 feet; Thence South
22(Degree)06'13" West 62.59 feet to a point on the Northerly right of way of Box
Canyon Drive, same point being a point on a curve where the radius point bears
Xxxxx 00(Xxxxxx)00'00" Xxxx; Thence along said curve concave to the Southwest,
curving right an arc length of 366.57 feet through a central angle of
43(Degree)37'14" to a point of tangency; Thence South 24(Degree)14'59" East
63.83 feet; Thence departing said Northerly right of way of Box Canyon Drive
North 65(Degree)43'29" East 629.72 feet to a point on the West right of way of
Xxxx X. Xxxxxxx Highway United States 95; same point being on a non tangent
curve where the radius point bears South 80(Degree)27'02" West concave to the
Southwest; Thence curving left along said curve having a radius of 9900.00 feet
an arc distance of 443.40 feet through a central angle of 02(Degree)33'58" to a
point where the radius point bears South 77(Degree)53'03" West; Thence departing
said West right of way of Xxxx X. Xxxxxxx Highway United States 95 North
86(Degree)00'00" West 301.03 feet to the POINT OF BEGINNING.
EXIHBIT "B"
LIST OF PARTNERS AND CONTRIBUTIONS
General Partner
Name/Address Contribution
Sierra Health Services, Inc. $66.67, all of its undivided two-thirds
0000 Xx. Xxxxxx Xxx (2/3) interest in the property described on
Xxx Xxxxx, Xxxxxx 00000 Exhibit "A," and unamortized loan fees
Attn: Executive Vice President relating to the same through December, 1998.
Administrative Services
Limited Partners
Name/Address Contribution
------------ ------------
California Indemnity Insurance Company $33.33 and all of its undivided
2716 No. Tenaya Way one-third (1/3) interest in the
Xxx Xxxxx, Xxxxxx 00000 property described on Exhibit "A."
Attn: President
Commercial Casualty Insurance Company
0000 Xx. Xxxxxx Xxx
Xxx Xxxxx, Xxxxxx 00000
Attn: President
SCHEDULE
PARTNERSHIP INTERESTS
General Partner
Sierra Health Services, Inc. 75.644%
Limited Partners
California Indemnity Insurance Company 12.178%
Commercial Casualty Insurance Company 12.178%
