exv10w1



 






Exhibit 10.1.1




AGREEMENT TO PURCHASE




Date: January 19, 2005



Subject to all of the terms and provision herein below set forth, I/we offer to purchase the
following property.




5959 South Sherwood Forest, East Baton Rouge Parish,

Tracts F1 and F2 in Section 58, T7S, R2E, fronting on the southeast corner of

South Sherwood Forest Boulevard and Wentling Drive, less and except the selloff of Tract F-1-B.



I/We offer and agree to purchase the property described above for the sum of Four Million Three
Hundred Thousand and NO/100’s Dollars ($4,300,000.00) subject to any valid restrictions and to
servitude’s of record and to any zoning ordinances affecting this property. Sales price includes
all building thereon, together with fences, and other improvements including all permanently
installed and built-in appliances and fixtures, air conditioning window units and bathroom mirrors,
provided that any or all of these items are in place at the time this agreement is executed and
unless otherwise stated herein. It is understood by Purchaser that Seller makes no warranty
respecting the soil or sub-soil conditions of the property conveyed, or its suitability for
construction.




TERMS OF SALE:





	•  	Cash at Act of Sale.
	 
	•  	Sale to be made “As-Is, Where Is, without warranty”, and attached
as Exhibit “A” is the language that shall be included in the cash
sale.
	 
	•  	At the sole expense of Purchaser, Purchaser shall have until March
7, 2005 as a “Contingency Period”, within which to make a thorough
inspection of the property to include Amedisys Board Approval,
Structure, Environmental, Phase I audit, Soil Conditions, and
other aspects of the property as it relates to the Purchaser’s
intended use. Purchaser, in Purchaser’s sole discretion, reserves
the right to cancel this Agreement for any reason whatsoever
during the Contingency Period by providing Seller or Seller’s
agent with written notice of such cancellation during this period.
If Purchaser so elects to cancel this Agreement, Seller agrees to
instruct realtor in writing to promptly return the deposit to the
Purchaser. At the end of the “Contingency Period” the Purchaser
will be deemed to have accepted the Structure, Environmental,
Phase I, Soil Conditions, and other aspects of the property, and
Purchaser will provide Seller evidence of Amediysis Board
Approval.





 









 









	•  	Purchaser and Arkel Constructors, Inc. agree to enter into a
construction/construction management contract to recondition and
build out the subject premises, for a fee of four percent (4%) of
the costs incurred, plus reimbursement by the Purchaser to Arkel
Constructors, Inc. of all costs, including but not limited to, direct overhead, taxes
and insurance, attributable to the job. This fee shall be not less than $125,00.00, nor
more than $250,000.00. The minimum fee shall be earned at the time Purchaser acquires title
to the property and will be paid regardless of whether the recondition and buildout is
undertaken, said agreement to be approved as to form prior to March 7, 2005.





	 	 	 
	x

	 	If seller owns any mineral rights they are to be conveyed without warranty.
	 
	 	 
	o

	 	Mineral rights owned by Seller, if any, are to be reserved by Seller. If mineral rights are to be reserved by the Seller,
Seller agrees to release the surface from any mineral activity or use.





Taxes for the year the sale is closed shall be prorated to date of sale.



Act of Sale to be passed, at expense to Purchaser and before Purchaser’s Notary, unless otherwise
provided herein, on April 4, 2005, or before with mutual agreement by both parties in

writing. Any extension shall be agreed upon in writing and signed by Seller and Purchaser.
However, if bona fide curative work in connection with title is required the parties hereto agree
to and do extend the time for passing Act of Sale by thirty (30) days. Seller’s title shall be
merchantable. In the event the title is not valid or merchantable and cannot within 30 days from
the date set for the passage of this sale be made valid or merchantable at a reasonable expense,
this contract shall be null and void at the option of the Purchaser and the deposit shall be
returned to Purchaser. The Purchaser agrees that objections to the merchantability of the
Seller’s title may be cured by the Seller providing, at Seller’s expense, an owner’s title
insurance policy, at the option of the Seller.



Occupancy to be given:     x     At Act of Sale.      o     Days after Act of Sale.



Upon mutual acceptance of thie contract, I/we make herewith a deposit to REALTOR, as part
of the sales price, in the sum of: Twenty Five Thousand and no/100’s DOLLARS,
($25,000.00) which is to be deposited in listing broker’s non-interest bearing escrow
account. This deposit shall not be considered as earnest money. In the event that the
contingencies contained herein are not satisfied and/or Buyer’s due diligence proves
unsatisfactory, in the sole discretion of Buyer, all funds held in deposit shall be promptly
returned to Buyer. If, at the end of the “Contingency Period”, the Purchaser has not withdrawn
from this Purchase Agreement, the deposit shall be non-refundable and shall become the property of
the Seller and the Purchaser hereby agrees that the broker is authorized to pay the deposit to the
Seller, upon the Seller demand to broker in writing to so act, without further action by the
Purchaser.



Time is of the essence in this contract. In the event of default by either party, the
non-defaulting party shall have the right to demand and sue for specific performance and/or
damages. The defaulting party under this contract shall also be liable for the REALTOR’S fees and
all attorneys’ fees and other costs incurred in the enforcement of any and all rights under this
contract.




 









 




REALTOR and his agents have acted only as real estate broker to bring the parties together and will
in no case be liable to either party for performance or non-performance of any part of this
agreement or for any warranty of any nature, unless specifically set forth herein in writing, and
REALTOR specifically makes no warranty whatsoever as to whether or not the property by this
agreement is situated within or without the Government’s hundred year flood plan.



This offer remains binding and irrevocable until: January 21, 2005, at 12:00 p.m. Central
Standard Time.



Upon consummation of the Act of Sale, Purchaser agrees to pay Beau Box, Latter & Blum, Inc. &
Realtors for professional services rendered, the sum of three-percent (3%) at the Act of
Sale at closing of sale. There shall be no real estate commission owed by the Seller to any
broker, including Latter & Blum.




	 	 	 	 	 	 	 
	SELLER:
	 	PURCHASER:
	 
	 	 	 	 	 	 
	Sherwood Investment Partners, LLC
	 	Amedisys, Inc.
	 
	 	 	 	 	 	 
	By:

	 	/s/ John H. Fife
	 	By:
	 	/s/ William F. Borne
	

	 	 
	 	 	 	 
	

	 	John H. Fife
	 	 	 	William F. Borne
	

	 	Member
	 	 	 	Chief Executive Officer
	 
	 	 	 	 	 	 
	Date:

	 	1/19/05
	 	Date:	 	 
	

	 	 
	 	 	 	 






 









 






EXHIBIT “A” TO PURCHASE AGREEMENT BETWEEN SHERWOOD INVESTMENT

PARTNERS, LLC, AS SELLER AND AMEDISYS, INC., AS PURCHASER, FOR

PROPERTY LOCATED AT 5959 SOUTH SHERWOOD FOREST, EAST BATON ROUGE

PARISH, TRACTS F1 AND F2 IN SECTION 58, T7S, R2E.



Buyer and Seller understand, agree, and stipulate that the hereinabove described property,
including all the improvements located thereon, are sold in their “as is, where is” present
condition, and Buyer hereby accepts the hereinabove described property in an “as is, where is”
condition. This sale is made without any warranty whatsoever, express or implied, as to the
condition thereof, and without any warranty whatsoever, against redhibitory or hidden or latent
vices and defects (not fit for the uses intended), not even for a return of the purchase price, and
without any representations of warranty, express or implied, whatsoever of any kind as to any
matter, including without limitation (i) the workmanship, structure, stability and quality of the
improvements, (ii) the watertightness of the improvements, including without limitation roofs,
walls, doors and windows, (iii) the status, stability and quality of soil conditions, equipment,
stairways, appliances, fixtures and furniture (iv) any defects, termite infestation or damage and
any other condition, whether latent or discoverable by reasonable inspection, and (v)
merchantability or fitness for any particular use or purpose. The Buyer acknowledges that they have
fully inspected the property and all improvements thereon and is fully satisfied with the condition
thereof and accepts them in their present condition, and the Buyer hereby waives all of their
rights in redhibition and recission and otherwise in connection therewith. Seller does sell and
Buyer does purchase the property with limited warranty, by, through and under Seller, but not
otherwise, the warranty herein warranting title to the property from date Seller acquired title to
the property to the date of this sale, with full substitution and subrogation in and to all the
rights and actions of warranty which it has against preceding owners. The Buyer further
acknowledges that without the acceptance of the terms hereof, Seller would not have made this sale.
Accordingly, Buyer hereby relieves Seller from any and all responsibility for vices and defects of
said property, whether apparent, non-apparent or latent, and from any obligation to take the
property back or to reduce the price. Buyer further acknowledges that the provisions of this
paragraph have been fully explained to them, and they declared that they fully understand and
accept the same.



It is specifically agreed and understood that Seller makes no warranty as to the condition of the
soil, suitability of the property for construction thereon or the health of any trees and/or
vegetation existing and/or suited on this property. It is further understood and agreed that the
above-described property may be subject to drainage, utility and other servitudes, and, if
applicable, Buyer accepts title to the above-described property subject to any and all governmental
regulations, procedures, and/or guidelines applicable to same. During the construction of
subdivision improvements, some trees were removed and the Property was filled with soil.
Consequently, the Buyer shall have the responsibility to take any remedial action necessary, which
actions include, but are not limited to house foundation modification.