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Res 022-85 2/19/1985 r RESOLUTION NO. 22-85 RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE APPROVAL OF A LEASE AGREEMENT BY AND BETWEEN THE WICHITA COUNTY-CITY OF WICHITA FALLS , TEXAS HOSPITAL BOARD, D/B/A WICHITA GENERAL HOSPITAL, WICHITA GENERAL SERVICES CORPORATION, THE COMMISSIONERS COURT OF WICHITA COUNTY, TEXAS, AND THE CITY OF WICHITA FALLS, TEXAS . BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT: The Mayor is hereby authorized to execute approval of the attached lease agreement by and between the Wichita County-City of Wichita Falls , Texas Hospital Board, d/b/a Wichita General Hospital, Wichita General Services Corporation, the Commissioners Court of Wichita County, Texas, and the City of Wichita Falls , Texas. PASSED AND APPROVED this the 15th day of February, 1985 . A Y 0 R ATTEST: City Clerk RECEIVED IN CITY CLEWS OFFICE / �� Final Draft DAD04/19/85 By _1��___-Time MANAGEMENT CONTRACT AND LEASE AGREEMENT THE STATE OF TEXAS § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF WICHITA § This Lease Agreement is made and entered to be deemed effective June 1, 1985 by and between the Wichita County- City of Wichita Falls, Texas, Hospital Board, dba Wichita General Hospital, a body corporate and politic organized under the laws of the State of Texas (the "Board") , and Wichita General Service Corporation, a Texas non-profit corporation (the "Corporation") . Additional parties hereto, to the extent required for the cove- nants herein made, are the City of Wichita Falls, Texas and the Commissioners ' Court of Wichita County, Texas. W I T N E S S E T H : WHEREAS, the Board was created by the Resolutions of the City Council of the City of Wichita Falls, Texas, and the Commis- sioner' s Court of Wichita County, Texas, pursuant to the author- ity granted by Article 4494i-1 , V.A.C.S. , in order to facilitate the operation of a general medical and surgical community hospi- tal in the City of Wichita Falls, Texas (hereinafter referred to as the "Hospital") ; and, WHEREAS, Wichita General Service Corporation is a validly created and duly existing Texas non-profit corporation created under the provisions of the Texas Non-Profit Corporation Act, Article 1396-1 . 01 et. seq. , V.A.C.S. ; and, WHEREAS, on March 1 , 1983 , the Board issued and sold its "Wichita County-City of Wichita Falls, Texas, Hospital Board Revenue Bonds, Series 1983" (the "1983 Hospital Bonds") in the total Final Draft 04/19/85 principal sum of $17 , 600 , 000 . 00; and, WHEREAS, the 1983 Hospital Bonds are secured by a certain Trust Indenture dated as of the 1st day of March, 1983 ("Trust Indenture") , between the Board and the InterFirst Bank of Wichita Falls , Texas, as Trustee (the "Trustee") ; and, WHEREAS, the City Council of the City of Wichita Falls and the Commissioner' s Court of Wichita County have resolved to authorize this Lease Agreement as evidenced by the resolutions attached as Exhibit A and B hereto; and, WHEREAS, by Corporate Resolution, the Directors of Wichita General Service Corporation have empowered its undersigned officers to enter into this Lease Agreement as evidenced by the Corporate Resolution attached on Exhibit C hereto; and, WHEREAS, the Board has given serious consideration to the present and future health care needs of the residents of the community served by the Hospital and has determined that it is in the best interest of the community for the Board to enter into a management contract and lease agreement with the Corporation whereby the Corporation may become the operating entity of the Hospital.; and, WHEREAS, the Corporation is desirous of leasing the Hospital from the Board, such leasing being permitted and provided for by Article 4494i-1 , Revised Civil Statutes of Texas; and, WHEREAS, The Internal Revenue Service has determined the Corporation to be an organization described in Section 501 (c) (3) of .the Internal Revenue Code of 1954 , as amended, and has further determined that the Corporation is not a private foundation as -2- k Final Draft 04/19/85 described in Section 509 (a) of the Internal Revenue Code, said determinations being material conditions precedent and continuing substantial requisites for this agreement; NOW, THEREFORE, for and in consideration of the mutual covenants, promises and agreements herein contained, the Board and the Corporation, hereby covenant, promise and agree as follows: 1 . Lease of Premises. In consideration of the covenants of the Corporation to provide community medical and hospital ser- vices and care, the Board does hereby lease to the Corporation and the corporation does hereby lease and take from the Board, those certain tracts or parcels of land described in Exhibit D hereto (the "Land") , together with all buildings, equipment, fixtures and facilities now or hereafter erected, constructed or situated thereon (the "Improvements") , together with all personal property used or useful in connection with the operation of the Hospital, including, but not limited to, equipment, machinery, furniture, vehicles, accounts, contract rights, general intan- gibles, inventory, consumable supplies and small tools (the "Personal Property") , and together with all rights, powers, easements, licenses, rights of way, and other interests in property, real, personal or mixed, now owned and appurtenant thereto (the Land, the Improvements , the Personal Property, and interests appurtenant thereto are hereinafter collectively referred to as the "Leased Premises") . 2. Warranty of Title. The Board represents and warrants that it owns the Leased Premises in fee simple, free and clear of -3- Final Draft 04/19/85 all encumbrances, except as set forth and described on Exhibit E to this Lease Agreement, the bond indenture, and statutory restrictions imposed under Article 4494i-1. The Board further warrants that it has the lawful authority to enter into this Lease Agreement and covenants that it will execute or procure any further necessary assurance of title and authority that may be reasonably required for the protection of the Corporation. 3. Covenant of Quiet Enjoyment. Except as otherwise expressly provided in this Lease Agreement, and so long as no default exists hereunder, the Board covenants to do no act to disturb the peaceful and quiet occupation and enjoyment of the Leased Premises by the Corporation. 4. Warranty of Fulfillment of Existing obligations. The Board represents and warrants that, at the time of the execution and delivery of this Lease Agreement, it is not in default of its obligations under the 1983 Hospital Bonds, and Trust Indenture, or any other obligations which are secured by, or related to the Leased Premises. The Board further represents and warrants that the execution and delivery of this Lease Agreement will not constitute such a default. 5 . Assignment of Board' s Rights . The Board assigns to the Corporation, for the term of this Lease, all of the Board rights under, or in connection with, leases of real estate, equipment leases, office leases, employment agreements, warranties and guarantees, other executory agreements, and transferrable governmental or quasi-governmental licenses and permits relating to the operation of the Hospital. In addition, the Corporation -4- Final Draft 04/19/85 shall have access to, and the right to use, all customer lists of the Hospital, all books and records relating to the medical care, operations, financial condition, personnel and patients of the Hospital, and all telephone exchange numbers presently in use, or reserved for the use, by the Hospital. , As further consideration for the assumption by the Corporation of the obligations herein described, the Board herewith assigns and delivers to the Corpo- ration its deposits of operating capital and funds registered to its account and in its name in financial and savings institutions listed on the attached Exhibit F The Corporation acknowledges receipt of such deposits in the amounts set forth by separate letter executed contemporaneously with this Lease Agreement. In accordance with Paragraph 10 of this Agreement, the Corporation agrees to periodically and upon reasonable notice to provide the Board the hospital ' s operating information, including but not limited to, an accounting for all sums registered upon deposit or to its credit in such institutions. Further, the Corporation agrees to provide the Board at all times material to this Agree- ment evidence of fidelity bond coverages on all employees en- trusted with such funds. 6. Term of Lease. Promptly upon the execution of this Lease Agreement, if required by law, the Corporation shall file a Notice of Intent to Acquire an Existing Health Care Facility (the "Notice") with the Texas Health Facilities Commission (the "Com- mission") (provided said Notice is being required by Subchapter F of the Commission' s Rules) . The term of the Lease Agreement shall commence on the earlier of the dates (the "Commencement -5- Final Draft 04/19/85 Date") that the Corporation (1) receives an Order from the Commission that the lease of the Leased Premises from the Board by the Corporation is exempt from Certificate of Need Review, or (2) a Certificate of Need approving the lease of the Leased Premises is issued. The initial term of this lease shall be 5 years, and it shall be renewable in 5 year increments thereafter for a total lease period of 30 years. At the end of each 5 year increment, the lease shall be automatically renewable unless written notice is served upon all parties hereto at least 90 days prior to the expiration of the current term. If it is determined the Corporation is unable to obtain either the Order of Exemption or a Certificate of Need from the Commission, or fails to qualify or loses its 501 (c) (3) exemption from the Internal Revenue Service, then this Lease Agreement shall be immediately deemed to be void and of no effect and neither the Corporation nor the Board shall be liable to the other for damages unless otherwise terminated as provided in the Lease Agreement. 7 . Provisions of Health Care. (a) The Corporation will operate the Hospital and all affiliated entities in such a manner to ensure high quality and comprehensive hospital care, reflective of local characteristics and responsive to the current and anticipated demands from and within the communities served by the Hospital, and to assure an effective, efficient and economic program manifesting financial viability. For purposes of this Agreement, except where other- wise specifically modified, "affiliated entities" shall mean all of the land, hospitals, buildings, structures, equipment, ser- -6- Final Draft 04/19/85 vices, and other facilities of every nature whatsoever constitut- ing Wichita General Hospital in Wichita Falls, Texas, together with all future improvements, enlargements, and additions thereto, and replacements thereof, acquired or constructed from any sources, including the issuance of _revenue bonds , and by the following or any subsidiary thereof: (1) the Wichita General Hospital of Wichita Falls, Texas, (2) the System as defined in Section 1.01 of the Trust Indenture, and (3) the Corporation and any other corporation or entity which includes any of these entities including clinics and any other method of delivering hospital care as defined herein. Such term does not include independent non-owned joint venturers or partners and does not include the resulting joint ventures or partnerships as long as the entry into such joint ventures or partnerships does not diminish the existing hospital care available to medically indigent residents of Wichita County. The Corporation covenants and agrees that it will at all times use its best efforts to maintain and operate the Leased Premises and affiliated entities in compliance with all laws, ordinances, orders , rules, regula- tions, and requirements of duly constituted public authorities which may be applicable to the Leased Premises or to the repaid and alteration thereof, or to the use or manner of use of the Leased Premises, and to meet standards and requirements and provide hospital care of such quality and in such manner as shall enable the Hospital to participate in, and provide services in connection with, recognized health and hospital insurance pro- grams, and agrees that, so long as it shall remain a participat- -7- Final Draft 04/19/85 ing hospital under the Medicare, Medicaid, Blue Cross, Blue Shield, or other programs, it will use its best efforts to comply with the standards and requirements for remaining a participating hospital thereunder. The Corporation further covenants that in the operation and maintenance of the Leased Premises and affili- ated entities it will comply with applicable federal and state laws prohibiting discrimination based on race, religion, creed, color, sex or national origin. The Corporation further covenants and agrees that during the term of this Lease it will use its best efforts to continuously operate the Leased Premises in a manner that will maintain its certifications for reimbursements and licensure and its accreditation, if compliance with accredi- tation standards is required to maintain the operations of the Leased Premises and if failure to comply would adversely affect revenues from the Leased Premises. The Corporation agrees that it and all its affiliated entities shall admit and/or provide treatment to any person at any facility under their control where hospital care is provided without regard to his or her ability to pay for the hospital care rendered. It is agreed that the term "Hospital Care" shall include the various types of services offered by the Wichita General Hospital at the commencement date of this agreement, including the future development and improve- ment of those services, as well as such additional services as may be generally recognized and delivered by medical and surgical hospitals of similar size and nature in communities of similar size in the State of Texas, and which additional services the Corporation is able to deliver at the time the need for same -8- Final Draft 04/19/85 arises. The term "Hospital Care" shall not include physicians fees except those required of the Hospital by State or Federal Law or by contract. (b) In consideration of the authorization of this Lease Agreement by the City Council of the City of Wichita Falls, Texas and the Commissioner' s Court of Wichita County, Texas, the Corporation agrees that it shall provide hospital care to med- ically indigent residents of Wichita County as required of the Hospital by State or Federal law or by this contract. Notwith- standing anything to the contrary, Wichita General Hospital shall not be responsible for hospital care which has been provided by any other non-affiliated entity, or care which exceeds the capacity and/or ability of the hospital to deliver at the time the need for such arises. (c) The Corporation further covenants that it will neither refer nor permit the referral of medically indigent residents of Wichita County to other institutions, unless it is documented as part of the patient record that the facilities of the Corporation or the expertise of the medical staff are inadequate or inappro- priate to provide the patient care required for that patient. (d) Fees and charges. The rates, fees, charges, and rents established or caused to be established by the LESSEE for the use of the Hospital shall be substantially commensurate with facili- ties of similar size and nature in communities of similar size within the State of Texas. Such rates, fees, charges and rent shall be sufficient to provide money adequate to meet its obliga- tions hereunder, as well as to pay all operating costs and debt -9- Final Draft 04/19/85 service, and provide reserves therefor, all as provided by State law and the existing Trust Indenture. 8 . Special Provisions for Operating Deficits. (a) If the schedule of rates, fees and charges for the system, as defined in Section 1. 01 of the Trust Indenture does y , not produce in any fiscal year an amount of net revenues suffi- cient for the purposes stated in Section 5. 01 (a) (1) of the Trust Indenture, a management consultant must be retained, and a contract to provide for the funding of the hospital care of indigent residents of Wichita County shall be negotiated in accordance with this Paragraph. Net revenues, for purposes of this agreement, shall be defined as the excess of revenues over expenses including depreciation, such depreciation computed on a basis consistent with generally accepted accounting principles. (b) The special provision for operating deficits shall be applicable only if all the New Revenues of all affiliated enti- ties of the Corporation are included in the calculation for the System. For purposes of this Paragraph, affiliated entities shall mean all of the land, hospitals, buildings, structures, equipment, services, and other facilities of every nature whatso- ever constituting Wichita General Hospital in Wichita Falls, Texas and the Corporation, together with all future improvements, enlargements, and additions thereto, and replacements thereof, acquired or constructed from any sources , including the issuance of revenue bonds , and by the following or any subsidiary thereof: (1) the Wichita General Hospital, in Wichita Falls , Texas, (2) the System as defined in Section 1 . 01 of the Trust Indenture, (3) -10- Final Draft 04/19/85 the Corporation and/or (4) any related holding company or other corporation or entity which includes any of these entities, including but not limited to professional office buildings, clinics, ambulatory care units, data processing, parking garages, nursing homes , sales of inpatient or outpatient drugs or sup- plies, alcoholism/detoxification programs, real estate companies and service corporations. However, this definition of the "System" shall not be deemed to include the Wichita General Hospital Foundation or any other philanthropic entity or organi- zation principally funded by charitable contributions. (c) For the Corporation to invoke the special provisions of paragraph 8 (a) it must notify the Board, the Commissioner' s Court of Wichita County, Texas and the City Council of Wichita Falls, Texas in writing, of the circumstances requiring the invocation. After providing such notice, the Corporation and Commissioner's Court of Wichita County, Texas, shall enter into negotiations for a contract to provide funding for the hospital care of indigent residents of Wichita County. (d) If, within 90 days after receiving such written notice, the Commissioner' s Court of Wichita County, Texas and the Corpo- ration have not agreed by contract for funding the hospital care of indigent residents, an Arbitration Board shall be established which shall consist of three persons, one person appointed by the County Judge of Wichita County, Texas, one person appointed by the Corporation, and one person selected by the two preceding appointees. The Arbitration Board shall have a 30 day period to determine and agree upon the terms of the contract for the -11- Final Draft 04/19/85 provision of funding of hospital care for such indigent residents of Wichita County. If no contract has been agreed upon by a simple majority of the Arbitration Board by the end of the 30 day period, then the parties may seek any other remedies as may be available. If a contract has been agreed upon by a simple majority of the Arbitration Board during the 30 day period, then each party agrees to abide by the terms of the contract approved by the Arbitrators. In the event any party fails to abide by the terms of such contract, then the other parties may seek specific performance by court order if necessary. (e) No contract for funding the hospital care of indigent residents of Wichita County between the Commissioner' s Court of Wichita County, Texas, and the Corporation shall extend beyond one year in duration or provide for more in payments than is necessary to pay the difference between the Net Revenues of the Corporation and all affiliated entities and the amount necessary to meet the requirements of Section 5.01 of the Trust Indenture after all of the recommendations of the managements consultant have been implemented. (f) No contract for funding the hospital care of indigent residents of Wichita County between the Commissioner' s Court of Wichita County, Texas, the City of Wichita Falls, and the Corpo- ration shall provide for payments in excess of the obligation of the County and City under state and federal law. However, the City or County may obligate itself for payments in excess of its legal obligation by separate contracts in writing to the extent permitted by law. -12- Final Draft 04/19/85 (g) The Commissioner' s Court of Wichita County, Texas, and the City of Wichita Falls, Texas, reserve the right to provide Hospital care in any manner authorized by law, including but not limited to providing such care through the Corporation or its affiliated entities, as the Commissioner' s Court of Wichita County and City of Wichita Falls may determine. The exercise of this right shall not enlarge the responsibilities of the Corpo- ration as set forth herein. (h) By virtue of assuming the primary responsibility for the provision of Hospital care to indigent residents as set forth herein, the Corporation shall receive its appropriate share of any funds allocated to the State of Texas or to Wichita County, or the City of Wichita Falls or the Board for the provision of such care. (i) It is understood and agreed that a material considera- tion for this lease is the agreement of the Corporation to bear the primary financial responsibility for the provision of Hospi- tal care in accordance with the terms of this lease. 9. Condition of Premises. The Corporation shall maintain the Leased Premises in good repair and operating condition. Cor- poration shall permit no liens to be affixed to the realty and improvements . Any such encumbrances so created shall be void and of no validity, force or effect, as an attempt to affix a lien against realty owned by a Texas political subdivision. Corpora- tion agrees to indemnify and hold the Board harmless from all costs and expenses in removing such liens. 10 . Operating Information. The Corporation shall furnish -13- Final Draft 04/19/85 the Board with copies of the annual operating and financial statements of the Hospital and periodic reports when requested by the Board or the Trustee, prepared in the ordinary course of business, so that the Board may know the general financial condi- tion of the Hospital as operated by the Corporation. The Board will be permitted, upon giving reasonable advance written notice to the Corporation, to inspect the Leased Premises and review records related to the operations thereon so that the Board may be satisfied as to the keeping of the covenants and conditions contained in this Lease Agreement. The Corporation shall also be required to furnish to the Board upon request, evidence of com- pliance with licensing, accreditation and indigent care require- ments. The City and County shall be furnished the same informa- tion upon reasonable written notice. 11 . Compliance with Hospital Survey and Construction Act. To the extent that Wichita General Hospital has any obligation under any application for federal financial assistance under the Hospital Survey and Construction Act (42 U.S.C. Sec. 291 , et. seq. ) , the Corporation agrees that it will obtain the appropriate state and federal approval for the transfer of the Hospital. The Corporation represents that it is an entity that would have been eligible for the original grant under the Act, and it will assume the Hospital ' s responsibility for providing the assurances origi- nally given by the Hospital. The Board of Directors of the Cor- poration will adopt a resolution formally assuming such obliga- tions. To the extent that the Corporation is unsuccessful in obtaining such approval, so as to relieve the County and the -14- Final Draft 04/19/85 Hospital of such obligations, the Corporation agrees to be solely responsible for liabilities relating to the County and the Hospi- tal under the Hospital Survey and Construction Act. 12. Corporation Undertaking to Pay Board Indebtedness. A schedule of the Board' s outstanding indebtedness (the "Board' s Indebtedness) related to the Leased Premises, other than current accounts payable, is attached to this Lease Agreement as Exhibit G . During the term of this Lease Agreement, the Corporation covenants to pay or make provision for payment, on behalf of the Board, in a timely manner, the financial obligations imposed by the Board' s Indebtedness. The Corporation shall not be liable for any payments which may become due as a result of the acceler- ation of any portion of the Board' s Indebtedness unless such acceleration is due to the Corporation' s failure to perform in accordance with the terms of this Lease Agreement. Nothing contained herein shall give the creditors of the Board any rights as a third party beneficiary with respect to the obligations of the Corporation set forth in this Paragraph, nor shall this Lease be subject to attachment or other judicial process by any creditor of the Corporation. 13. Assignment and Sublease Prohibited. Except as provided in Paragraph 23 hereafter, neither this Lease nor any part of this lease or the Leased Premises shall be assignable or sublet without the express written approval of the Board. 14. Payment of Obligations; Additional Indebtedness. The Corporation shall keep all obligations created by or arising from the lease of the Leased Premises paid and discharged before they -15- ' Final Draft 04/19/85 become delinquent,and if the Board should in the future at the Corporations ' request incur other or further debts or obligations related "la to the Leased Premises (the Additional Indebtedness") , the Corporation will likewise keep, perform and discharge the Additional Indebtedness at the Corporation' s sole cost and expense so that the Board is fully protected. 15 . Insurance Coverage for the Board. The Corporation shall provide, either under its own blanket insurance policies or under a separate insurance policy, directors and officers liability insurance, which insurance shall jointly and severally insure the Board and the Individual members of the Board (the "Board Mem- bers") . Such insurance shall provide for coverage for each Board Member in an amount of not less than One Million Dollars ($1,000,000. 00) ; provided, however, that the Corporation shall only provide insurance for the Board and the Board Members for claims arising during or related to the operations of the Hospi- tal during the Initial Term or the Extended Term of the Lease Agreement, and further provided that the Corporation shall not be required to provide insurance for the Board or the Board Members against any claims arising out of any willful or wrongful miscon- duct of the Board or any of the Board Members or other standard exclusions from such policies. 16 . Insurance Coverage for the Leased Premises. (a) At a minimum, the Corporation will provide and maintain continuously during the Initial Term and any Extended Term, an insurance policy or policies covering the Leased Premises against loss or losses which are required to be provided by the Board by -16- Final Draft 04/19/85 Section 7. 11 of the Trust Indenture. If requested by the Board, and if such insurance is available at reasonable rates, the Cor- poration shall carry, at its own expense, public liability insur- ance in reasonable amounts to protect the Board; and (b) (i) In case of the destruction of or damage to the Leased Premises, or any part thereof, for which destruction or loss insurance is maintained, the Corporation may collect the insurance proceeds for such loss, for and on behalf of the Board, but (1) shall use the proceeds for the repair or replacement of the Leased Premises so that the Leased Premises are restored as nearly as possible to their condition prior to the casualty, and (2) subject to the provisions for control over and use of insur- ance proceeds contained in the Trust Indenture. Should such insurance proceeds be insufficient to properly repair or restore the Leased Premises (and needed additional funds not be readily obtainable from other acceptable sources of financing) , or such repair or restoration be otherwise not feasible, the Lease Agreement may be terminated by either party. (ii) Any insurance adjustment which may be made shall be made by the Corporation with the consent of the Board, which consent shall not be unreasonably withheld. 17. Condemnation. (a) If, during the term of this Lease Agreement or any extension or renewal thereof, all or a substantial part (substan- tial part being defined as any portion of the Leased Premises, the condemnation of which would unduly interfere with or burden the intended use of the Leased Premises) of the Leased Premises -17- Final Draft 04/19/85 should be taken for any public or quasi-public use under any governmental law, ordinance or regulation or by right of eminent domain, or should be sold to the condemning authority under threat of condemnation, the Corporation shall collect the condem- nation award or the amount of the settlement in lieu thereof, for and on behalf of the Board, but (1) shall use such amount for the purchase of property acceptable to the Corporation and the Board and on such property shall construct a replacement facility for the Hospital, and (2) subject to any provisions for control over and use of such amount contained in the Trust Indenture. Should the amount received upon condemnation or settlement be insuffi- cient (and needed additional funds not be readily obtainable from other acceptable sources of financing) , or the Corporation and the Board be unable to agree upon a proper site for the replace- ment facility or the construction of a replacement facility be otherwise not feasible, this Lease Agreement may be terminated by either party. (b) If this Lease Agreement terminates under this Paragraph 17, the Board and the Corporation shall each be entitled to receive and retain such separate awards and portions of lump sum awards as may be allocated to their respective interests in any condemnation proceedings. The termination of this Lease Agree- ment shall not affect the rights, if any, of the respective parties to such awards. 18 . Licenses. The Corporation shall take such actions as may be necessary to keep any governmental and quasi-governmental licenses and permits in force which are required to operate the -18- Final Draft 04/19/85 Hospital or occupy the Leased Premises and shall comply with any lawful requirements relating to the operations of the Hospital or occupation of the Leased Premises. The Board agrees to join and cooperate fully with the Corporation in such actions when reason- ably necessary for the Corporation to meet its obligations under this Lease Agreement. Loss of licensing shall constitute a material breach of this Agreement. 19. Additional Facilities. Written approval of the Board shall be required prior to enlargements, additions, replacements or substitutions to the Leased Premises (the "Additional Facili- ties") ; (1) that require Certificate of Need; (2) that exceed the provisions of Section 7.05 of the Trust Indenture; (3) or if the amount to be expended for any enlargement, addition, replacement, or substitution to the Leased Premises is in excess of the budgeted depreciation expense for the period expended and would cause action to be initiated under Paragraph 8 herein. If Board Approval is granted, the Board and the Corporation will cooperate in any application filed before the Texas Health Facilities Commission for approval of the Additional Facilities. If ap- proval is granted, the Board and the Corporation further agree to cooperate in all matters in connection with any proposed tax- exempt financing for the construction of such Additional Facilities and issuance of bonds to finance such construction when determined to be in the best interest of the Hospital and the community. The Additional Facilities, when constructed, shall become a part of the Leased Premises. Approval shall not be granted, if in the opinion of Bond Counsel, such approval -19- Final Draft 04/19/85 would constitute violation of the provisions of any existing bond trust indenture. 20. Payment of Impositions; Compliance with Laws. (a) Before interest or penalties are due thereon, the Corporation shall pay and discharge all taxes of every kind and nature (including, for example, federal income tax withholding on wages) , all charges for any easement or agreement maintained for the benefit of any of the Leased Premises, all general and special assessments, leavies, permits, inspection and license fees, all water and sewer rents and charges, ad valorem taxes, if any, and all other public charges whether of like or different nature, imposed upon or assessed against the Board, the Corpora- tion or the Leased Premises, or arising in respect of the occu- pancy, use of possession thereof (collectively, the "Imposi- tions") . In any event that any Impositions may be paid in install- ments, the Corporation shall have the option to pay such assess- ment in installments, and in such event, the Corporation shall be liable for only those installments which become due during the term of the Lease Agreement. The Corporation shall prepare and file all tax reports required by governmental authorities which relate to the Impositions. The Corporation shall deliver to the Board, within twenty (20) days of receipt thereof, copies of all settlements and notices pertaining to the Impositions which may be issued by any governmental authority. (b) The Corporation shall comply with and conform to all present and future laws, codes, ordinances, orders, judgments, -20- c Final Draft 04/19/85 decrees, injunctions, rules, regulations and requirements of every duly constituted governmental authority and all covenants, restrictions and conditions of record which may be applicable to the Corporation or the Leased Premises, or to the use, manner of use, occupancy, possession, operation or maintenance of the Leased Premises (collectively, the "Legal Requirements") . (c) The Corporation will remain exempt from ad valorem taxes so long as it provides hospital care to indigent residents of Wichita County in accordance with this agreement. 21. Permitted Contest. The Corporation shall be be required to (i) pay any Imposition, or (ii) comply with any Legal Require- ment so long as the Corporation shall contest, in good faith and at its expense, the existence, the amount, or the validity thereof, or the extent of its or the Board' s liability therefor, by appropriate proceedings which shall operate during the pen- dency thereof to prevent (i) the collection of, or other realiza- tion upon, the Imposition, (ii) the sale, forfeiture or loss of any of the Leased Premises to satisfy the payment of any Imposi- tion or payment of any damages caused by the violation of any such Legal Requirement, (iii) any interference with the use of occupancy by the Corporation of any of the Leased Premises, and (iv) the cancellation of any fire or other insurance policy. The Corporation further agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that the Corporation shall, so long as the conditions of the first sentence of this Paragraph are at all times complied with, have the right to attempt to settle or compromise such contest -21- Final Draft 04/19/85 through negotiations. The Corporation shall pay, and save the Board harmless against, any and all losses, judgments, decrees and costs (including reasonable attorney' s fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which may be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, cost and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject the Board to the risk of any civil or criminal liability or contravene any provision of the 1983 Bonds or the Trust Indenture. 22. Default. (a) If the Board should claim that the Corporation de- faulted in the performance of one or more of its obligations hereunder, including without limitation, the obligations set forth in Paragraphs 7 and 13 of this Lease Agreement, the Board shall give the Corporation written notice specifying the claimed default. If the corporation does not contest the claimed default it shall have thirty (30) days from the receipt of such notice to (1) pay any delinquent amounts due hereunder, or (2) perform any of the other covenants, conditions or provisions of this Lease Agreement, provided, however, that if such performance requires work to be done, actions to be taken, or conditions to be reme- dies, which by their nature cannot reasonably be done, taken or remedies, as the case may be, within such thirty (30) day period, -22- Final Draft 04/19/85 no default shall be deemed to have occurred or to exist if, and so long as, the Corporation shall commence such performance within the thirty (30) day period and shall diligently and continuously prosecute the same to completion. If the actions required by this Paragraph are not undertaken by the Corporation, then the Board may terminate the Lease Agreement. In no event shall the Corporation be granted more than ninety (90) days to cure declared default. (b) Upon the occurrence of such events of default, the Board shall have the right to terminate this lease, in which event the Corporation shall immediately surrender the Premises to the Board. Should the Board at any time terminate this lease for any breach, in addition to any other remedies it may have, it may recover from the Corporation all damages it may incur by reason of such breach, including the cost of recovering the Premises, and all of such amounts shall be immediately due and payable from the Corporation to the Board. Pursuit of any of the remedies of the Corporation shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any damages accruing to the Board by reason of the violation of any of the terms , provisions, and covenants herein contained. (c) If the Corporation fails to meet, comply with, or perform any covenant, agreement, or obligation on its part required within the time limits and in the manner required in this contract, the Corporation shall be deemed- to be in default. -23- Final Draft 04/19/85 Such obligations specifically include but are not limited to the obligations set forth in Paragraphs 7 , 8 and 12 of this Lease Agreement. If the Corporation is in default, the Board or the County may enforce specific performance of this contract against the Corporation. (d) If any affiliated entity fails to meet, comply with, or perform any covenant, agreement, or obligation on its part required within the time limits and in the manner required in this contract, the affiliated entity shall be deemed to be in default. If any affiliated entity defaults and fails to perform any obligations of the Corporation under this contract, the Board of the County may enforce specific performance of this contract against the affiliated entity. 23. Assignment to Affiliated Entity of the Corporation. The Corporation may assign any or part of its rights under this Lease Agreement to an affiliated entity of the Corporation, upon the conditions that said assignee accept such assignment and assume and agree to perform all obligations of the Corporation here- under. The Corporation shall immediately advise the Board of such assignment hereunder. 24. Extension of Lease. In the event the Corporation (or its successors and assigns as hereinabove provided) has faith- fully performed each and all of its agreements, covenants and conditions contained in this Lease Agreement during its initial thirty years, the Corporation (or such successors or assigns) shall have the right and option to extend the term of this Lease Agreement for an addition ten (10) year term under the same -24- Final Draft 04/19/85 conditions as this Lease Agreement and such additional terms as may be agreed to by the parties at that time. The Lease may be modified at such date to include such additional terms as the parties at that time may agree. 25. Board' s Right to Re-enter the Leased Premises. In the event of default herein, which default remains uncontested or uncured by the Corporation as provided in Paragraph 22 of this Lease Agreement, the Board shall have the right, after giving the notice provided for in Paragraph 22, in addition to such other remedies as may be available to it at law, to re-enter the premises and to resume possession of the Leased Premises and to take possession of all Personal Property leased to the Corpora- tion and covered by this Lease Agreement, and to resume control over all Hospital operations upon the Leased Premises. To the extent of any contract, sublease, lease, agreement or other arrangement has been entered into by the Corporation or any of its affiliated entities pursuant to the terms of Paragraphs 13 and 23 , the Board may assume management and control over all services, to the extent of the ownership interest of the Corpora- tion or affiliated entity, provided pursuant to Paragraph 13 and 23, including without limitation possession of all Personal Property, Real Property or mixed property utilized in the perfor- mance of said services. 26 . Termination of the Lease. The Corporation shall leave as a part of the Leased Premises all fixtures which have been installed, and all personal property acquired for the Hospital with Corporation funds, during the term of the Lease Agreement. -25- i Final Draft 04/19/85 27. Personnel. Upon the Commencement Date of this Agree- ment, the Corporation agrees to assume control of the Leased Premises and to employ all personnel of the board at that time employed by the Board and in good standing upon the same poli- cies, terms and conditions as are then in existence between such employees and the Board. The Corporation agrees to assume and continue the employee retirement plan and to assume all responsi- bilities of the Board thereunder for so long as this Agreement is in force and effect. The Corporation agrees to comply with all State and Federal laws now in force and as may be amended affect- ing such personnel. 28. Medical Staff. The Corporation agrees to assume, approve, and accept the medical staff by-laws and rules and regulations in force at the time of commencement of this Agree- ment. The Corporation agrees to accept and approve the members of the medical staff on the staff at that time, and to grant to such members of the staff privileges respectively afforded to the individual members under their existing status. 29. Hospital Auxiliary. The Corporation agrees to accept and continue the Board' s present affiliation with the Wichita General Hospital Auxiliary in force at the time of execution of this agreement. 30. Hospital By-Laws. The Corporation agrees to substan- tially adopt the existing hospital by-laws of the Board in force at the time of commencement of this Agreement, and to continue same where appropriate, reserving however, subsequent autonomy to review, amend, and adopt such by-laws as becomes necessary for -26- Final Draft 04/19/85 the operation of the Leased Premises. 31. Composition and Appointment of Board. (a) The original Board of Directors of the Wichita General Service Corporation shall consist of eleven (11) members to be appointed as follows: The Commissioner' s Court of Wichita County, Texas shall appoint six (6) members; the City Council of the City of Wichita Falls, Texas shall appoint five (5) members. The Corporation may present a list of names for consideration to the Commissioners ' Court of Wichita County, Texas and to the City Council of the City of Wichita Falls, Texas; however, neither the City Council nor the Commissioners ' Court is limited to appoint members of the Board of Directors of the Corporation from that list. (b) After the initial Board of the Corporation is appointed, the Board shall thereafter be autonomous and self-perpetuating and shall elect and appoint its own successor members. (c) The original and all successor members of the Board of Directors of the Wichita General Service Corporation must be residents of Wichita County at the time of appointment and shall remain such at all times during their tenure on the Board. 32. Invalidity of Provisions. If any provision of this Lease Agreement shall be invalid, illegal, unenforceable, or in contravention of the Trust Indenture, the validity, legality and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. If a particular provision' s invalidity would render the Lease Agreement invalid, then the Board and Corporation agree to -27- Final Draft 04/19/85 modify the Lease Agreement, if such modification is legally possible, to preserve the original intent of the Board and Corporation. 33. Notices. All notices required, permitted, or desireable hereunder shall be sufficiently given if sent by United States Mail, postage prepaid, addressed as follows: Wichita County, City of Wichita General Service Wichita Falls, Texas, Corporation Hospital Board 1600 Eighth Street 1600 Eighth Street Wichita Falls, TX 76301 Wichita Falls, TX 76301 34. Governing Law. This Lease Agreement is being executed and delivered, and is intended to be performed, in the State of Texas, and the laws of such State shall govern the validity, construction, enforcement, and interpretation of this Contract, unless otherwise specified herein. 35. Entirety and Amendments. This Lease Agreement embodies the entire agreement between the parties and supersedes all prior agreements and understandings, if any, relating to the Leased Premises , and may be amended or supplemented only by an instru- ment in writing executed by the party against whom enforcement is sought. 36 . Present Support Funding. No provision herein is in- tended to negate nor to prevent the continuance of the present $180,000 annual support contribution by Wichita County to the Board, which will hereinafter be made to the Corporation, nor to preclude the increase or decrease in such amounts as may be jointly determined by the County and the Corporation to be recognized funding needs of the Hospital. Similarly, no provi- -28- Final Draft 04/19/85 sion herein is intended to negate nor to prevent support funding of capital improvements for the Corporation by the City of Wichita Falls , in such sums as are mutually agreed by the City and the Corporation. 37. Multiple Counterparts . This . Lease Agreement may be executed in a number of identical counterparts. If so executed, each of such counterparts is to be deemed an original for all purposes , and all such counterparts shall, collectively, consti- tute one agreement, but in making proof of this Lease Agreement, it shall not be necessary to produce or account for more than one such counterpart. 38. Parties Bound. This Lease Agreement shall be binding upon and inure to the benefit of the Board and the Corporation and their respective heirs, personal representatives, successors, and permitted assigns. 39. Further Acts. In addition to the acts and deed recited herein and contemplated to be performed, executed and/or de- livered by the Board and the Corporation, the Board and the Corporation agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered any and all such further acts, deeds, and assurances as may be necessary to consummate the transactions contemplated hereby. The Corporation agrees further that it shall not enter into any agreement or contract with a health care provider which is not an affiliated entity which would materially and adversely affect the hospital services provided by the Hospital without obtaining the prior consent of the Board. -29- Final Draft 04/19/85 40 . Time of the Essence. It is expressly agreed by the parties hereto that time is of the essence with respect to this Lease Agreement. 41. Commencement Date. This Agreement shall be deemed to commence and be effective on the date of execution and acknowl- edgement by the last party to execute this Agreement, and is executed by the parties on the date of their respective acknowl- edgements appearing below. IN TESTIMONY WHEREOF, the parties to this Lease Agreement have executed it as of the day and year first above written, each representative of each party hereby certifying that he has been duly authorized to execute the same in the capacity shown. BOARD: CORPORATION: Wichita County-City of Wichita Wichita General Service Falls, Texas, Hospital Board Corporation By:� h i KanZ"/ Chairman FUNDING BODIES: City of Wff Attest: -i l city sere o is lo f-Z/ Wichita C By: County Judge -30- Final Draft 04/19/85 STATE OF TEXAS § COUNTY OF WICHITA § This instrument was acknowledged before me on the lst day of June , 1985 , by 4, .E N}�}e, �, Chairman of the Wichita County-City of Wichita Falls, Texas,, Hospital Board, in such capacity and on behalf of said Board - KAREN P.SMITH ary Public, State of Texas Notary Public,Wichita Co.,State of Texas *Commission Expires Nov.5.1966 sl�rE001i, y S.S.#458-11.7866 My Commission expires: �-S-8�0 STATE OF TEXAS § COUNTY OF WICHITA § This instrument was acknowled ed before me on the 18th day of July , 1985 , by �o�� ���,�� , Chairman of Wichita General Service Corporation, a Texas Corporation, in such capacity and on behalf of said Corporation. *o�'"Y°`•, KAREN y Public, State of Texas °,► Ibtary Public,Wichita SMITH Co.,State of Texas Mb Commission Expires Nov.5,1966 My Commission expires: S.S.#458-11-7866 Of STATE OF TEXAS § COUNTY OF WICHITA § This instrument was acknowledged before me on the 5 4f) day of AUG U5T , 1985 , by Gary Cook, Mayor of the City of Wichita Falls, Texas, in such capacity and on behalf of said City. Notary Public, State of Texas My Commission expires: 4-2to -f �3 -31- Final Draft 04/19/85 STATE OF TEXAS § COUNTY OF WICHITA § This instrument was acknowledged before me on the day of , 1985 , by Tom Bacus, County Judge, for the Commissifter64 Court of Wichita County, in his capacity as County Jiidge and on behalf of said Commissioner' s Court. - otary Public, Sta of Texas , My Commission expires: -32- EXHIBIT A CERTIFIED COPY OF RESOLUTION STATE OF TEXAS X COUNTY OF WICHITA I, Wilma J. Thomas, City Clerk of the City of Wichita Falls, Texas, hereby certify that the attached is a true and correct copy of Resolution No. 22-85 , passed and approved the 15th _ day of February 19 85 , as of record on Page No. 656 Minute Book No. 25 of the City of Wichita Falls, Texas. Witness my hand and seal of the City of Wichita Falls, Texas, this 1st _ day of April 19 85 . 3� City Clerk, City of Wichita Falls, Texas EXHIBIT A RESOLUTION NO. 22-85 RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE APPROVAL OF 'A LEASE AGREEMENT BY AND BETWEEN THE WICHITA COUNTY-CITY OF WICHITA FALLS, TEXAS HOSPITAL BOARD, D/B/A WICHITA GENERAL HOSPITAL, WICHITA GENERAL SERVICES CORPORATION, THE COMMISSIONERS COURT OF WICHITA COUNTY, TEXAS, AND THE CITY OF WICHITA FALLS, TEXAS. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT: The Mayor is hereby authorized to execute approval of the attached lease agreement by and between the Wichita County-City of Wichita Falls, Texas Hospital Board, d/b/a Wichita General Hospital, Wichita General Services Corporation, the Commissioners Court of Wichita County, Texas, ,and the City of Wichita Falls, Texas. PASSED AND APPROVED this the 15th day of February, 1985 . A Y O R ATTEST: City Clerk it i O n U L R EXHIBIT B ' At a meeting of the Commissioner' Court of Wichita County, Texas, held on the 15th day of February 19 85 , with the fol- lowing members present: Hon. Tom Bacus, County Judge D. W. Wiley, Commissioner Precinct No. 1 Z4eldon Nix, Couuiissioner Precinct No. 2 Gordon Griffith, Commissioner Precinct No. 3 H. C. Greer, Commissioner Precinct No. 4 the following minute (s) was adopted: _ ( 3873-E ) Motion made by Mr. Nix and seconded by Mr. Greer to adopt the following Resolution authorizing the County Judge to execute approval of a Lease Agreement by and between the Wichita County- City of Wichita Falls, Texas Hospital Board, D/B/A/ Wichita General Hos- pital, Wichita General Services Corporation, the Commissioners Court of Wichita County, Texas, and the City of Wichita Falls, Texas: BE IT RESOLVED by the Commissioners! Court of the County of Wichita, Texas, that: The County Judge is hereby authorized to execute approval of the attached Lease Agreement by and between the Wichita County-City of Wichita Falls, Texas Hospital Board, d/b/a Wichita General Hospital, Wichita General Services Corporation, the Commissioners Court of Wichita County, - Texas, and the City of Wichita Falls, Texas. PASSED AND APPROVED this the 15th day of February, 1995. s/Tom Bacus i County Judge ATTEST: s/Vernon Cannon County Clerk - Motion carried unanimously. STATE OF TEXAS X ' COUNTY OF WICHITA X I, VERNON CANNON, County Clerk of Wichita County, Texas, do hereby certify that the above and foregoing is a true an4 correct copy of an Order enetered in' the Minutes of the Commissioner-s' Court on February 15 , 19 85 WITNESS, my hand and seal of office this 26th day of March 19 85 VERNON CANNON, COUNTY CLERK WICHITA COUNTY, TEXAS BY: ( , ` ,'rltC , DEPUTY �' 2 LYDIA TORRES EXHIBIT C R E S O L U T I O N At a meeting of the Board of Directors of the Wichita General Service Corporation held on the 23rd day of April , 1985 , with a quorum present , the following Motion was adopted : (85- ) Motion made by Charlie Lee and seconded by Ralph Harvey III to adopt the following Resolution authorizing the Chairman of the Board to execute approval of a Lease Agreement by and between the Wichita County-City of Wichita Falls , Texas , Hospital Board dba Wichita General Hospital , Wichita General Service Corporation, the Commissioners Court of Wichita County , Texas , and the City of Wichita Falls , Texas : BE IT RESOLVED by the Board of Directors of the Wichita General Service Corporation of Wichita Falls , Wichita County, Texas , that : The Chairman of the Board is hereby authorized to execute approval of the attached Lease Agreement by and between the Wichita County-City of Wichita Falls , Texas Hospital Board dba Wichita General Hospital , Wichita General Service Corporation, the Commissioners Court of Wichita County, Texas , and the City of Wichita Falls , Texas . PASSED AND APPROVED this the 23rdddday-of April , 1985 . ATTEST :- Chairman of the Board ' r Secretary' ( SEAL) Motion carried unanimously. STATE OF TEXAS COUNTY OF WICHITA I , Stanley Grover, Secretary of the Board of Wichita General Service Corporation certify that the above and foregoing is a true and correct copy of a Resolution adopted and entered in the Minutes of the Corporation on April 23 , 1985 . WITNESS , my hand and seal of office this 23rd day of April , 1985 . (SEAL) Secretary. EXHIBIT D LEASED PREMISES - LEGAL DESCRIPTION OF LAND 1 . Radiation Therapy o he apy Center : Lot 12-A, a replat of lots 12-15 inclusive , Noble-Henderson Re-Subdivision of Block 259 of the original town of Wichita Falls , Wichita County , Texas . 2 . Hospital : Lot 1 , Block 1 , of the Wichita General Hospital addition , a re-plat of lot 4 , Block 258 original town, all of block 264 original town , and lots 12-17 inclusive of the Noble-Henderson Re-Subdivision of Block 258 of the original town of Wichita Falls , Wichita County , Texas . 3 . Eighth Street Parking Lot : Lot 3 of Block 257 of the original town of Wichita Falls , Wichita County , Texas . 4. Pioneer Restaurant Property : Lot 2 of Block 257 of the original town of Wichita Falls , Wichita County , Texas . 5 . 710 Brook Office Complex : Lots 4 , 5 , 6 , 7 , and South 20 ' of Lot 8 , Warford Subdivision , Bellevue Addition to the City of Wichita Falls , Wichita County , Texas . 6 . Warford Street Apartments : Lots 12 , 13 , 14 and 15 , Warford Subdivision , Bellevue Addition to the City of Wichita Falls , Wichita County , Texas . 7 . 803 1/2 - 805 Brook Office Property : Specified portion of Lot 13 of the Maer Subdivision of Block 260 of the original town of Wichita Falls , Wichita County , Texas . The detailed description of this specified portion of Lot 13 is contained in the Warranty Deed on file . 8 . Truehart and Seventh Street Parking : Lots 2 , 3 , 5 , 6 , 7 , 8 , 12 , 15 , 16 , 20 , and 21 of Block 3 of the Truehart Subdivision of Block 2 of the Bellevue Addition to the City of Wichita Falls , Wichita County , Texas . 9 . Seventh Street Clinic Property : Lot 24 of Block 3 of Truehart Subdivision of Block 2 of the Bellevue Addition to the City of Wichita Falls , Wichita County , Texas . 10 . Spelce Estate Farm : An undivided 3/4 interest in and to 147 . 6 acres of Block 15 , League 73 ; 131 acres of Block 69 , League 75 ; and 116 . 3 acres of Block 70 , League 75 , Hockley County , Texas . EXHIBIT E DESCRIPTION LIEN HOLDER BEGINNING DATE TOTAL AMOUNT REMAINING BALANCE Parking Lot M-Bank December, 1969 400,000.00 18,235.89 Computer M-Bank September, 1983 372,368.00 242,039.27 Warford Apts. American General Mortgage Company August, 1984 107,889.93 103,870.83 710 Brook M-Bank September, 1984 290,000.00 272,669.25 Pitney Bowes Lease Purchase: (Imprinter) August, 1982 22,493.25 12,635.23 (Mailing Machine) August, 1982 8,482.00 3,351.47 (Embosser) - November, 1982 10,161.00 6,125.12 IVAC CORPORATION Lease Purchase September, 1983 74,965.00 7,607.20 TOTAL 666,534.26 EXHIBIT F BANK ACCOUNTS BALANCES AS OF MAY 31, 1985 INSTITUTION CHECKING ACCOUNT NO. PURPOSE ACCOUNT BALANCE M-Bank 485-0934 Emergency Room 9,958.62 M-Bank 485-0264 General Fund 295,187.99 M-Bank 485-0272 Payroll Account 15,305.66 M-Bank 485-0723 Parking Lot Fund 16,969.92 M-Bank 485-1523 Rental Property 3,912.07 M-Bank 486-0526 Interest & Sinking -0- M-Bank 486-0534 Reserve -0- M-Bank 483-0781 Equipment Fund • 29,906.47 M-Bank 485-. 0715 Spelce Fund 4,363.75 M-Bank 485-1494 Outpatient Revenue 21,238.94 M-Bank 485-1419 Challenge To Action 25,893.97 M-Bank 485-1339 Pierce Memorial Fund 8,309.29 INVESTMENTS: CERTIFICATES OF DEPOSIT M-Bank General Fund 303,116.75 M-Bank Challenge To Action 291,047.92 Parker Square State Bank Challenge To Action 129.,797.06 M-Bank Spelce Fund 15,000.00 M-Bank Retirement Fund 311391974.'00. City National Bank-Austin, Texas ASO-Trust Fund 79,454-.44 M-Blank Rentals Fund 15,000.00 t 1 r EXHIBIT G DESCRIPTION LIEN HOLDER BEGINNING DATE TOTAL AMOUNT REMAINING BALANCE Parking Lot M-Bank December, 1969 400,000.00 18,235.89 Computer M-Bank September, 1983 372,368.00 242,039.27 Warford Apts. American General Mortgage Company August, 1984 107,889.93 103,870.83 710 Brook M-Bank September, 1984 290,000.00 272,669.25 Pitney Bowes Lease Purchase: (Imprinter) August, 1982 22,493.25 12,635.23 (Mailing Machine) August, 1982 8,482.00 3,351.47 (Embosser) November, 1982 10,161.00 6,125.12 IVAC CORPORATION Lease Purchase September, 1983 74,965.00 7,607.20 1983 Series Revenue Bonds Interfirst Bank, Wichita Falls N.A. Wichita General Hospital Trustee September 1, 1983 17,600,000.00 17,600,000.00 TOTAL 18,266,534.26