SALES CONTRACT | County nursing home

ZA Consulting pointed out several problems with the sales contract for Hill View Manor, the county nursing home, that commissioners approved -- but never executed -- with the buyers, Sylvan Heights Realty Partners.
The county agreed to pay the buyers an administrative fee for any work done on Medicare appeals, but doesn't specify what the fee will be.
The buyers were allowed to determine what contracts it would keep, possibly leaving the county on the hook for the expense of any it decided to forgo.
The county was to be reimbursed for any operating costs incurred before closing, which are payable after closing. But the contract calls for an itemized list no later than five days after closing -- far too soon for the county to have that information.
The buyer was allowed to withhold one-third of the purchase price until it got its provider agreements in place.
Americare, the nursing home manager, reduced the purchase price with unpaid management fees. This form of payment does not give the county any recourse if it disputes any of the fees for nonperformance or noncompliance.
The sales agreement assigns accounts receivable to the buyer, but doesn't reflect it in an increased purchase price or indicate that the receivables up to the purchase date remain with the county.
The sales agreement also has the county guaranteeing a Section 8 loan for the buyers. Despite wording in the contract saying the county had no financial responsibility, if the buyer's defaulted, the government could take the county's Community Development Block Grant as payment. CDBG money is used to fund different programs in the county including housing and social services.