UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: April 8, 1996
ANGELES PARTNERS XIV
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-14248 95-3959771
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification
Number)
One Insignia Financial Plaza
Post Office Box 1089
Greenville, South Carolina 29602
(Address of Principal Executive Office)
Registrant's telephone number, including area code (864) 239-1000
Item 2. Acquisition or Disposition of Assets
On April 8, 1996, Angeles Partners XIV, a California limited partnership (the
"Partnership"), sold two buildings in the Dayton Industrial Complex. Building
45 located in Vandalia, Ohio and Building 52 located in Beavercreek, Ohio were
sold to an unaffiliated party, Mid-States Development Company, an Ohio general
partnership, and an affiliate of Miller-Valentine Realty ("MV"), an Ohio
corporation. In March 1992, the Partnership entered into an incentive
management agreement with MV. An affiliate of MV was the original seller of the
Dayton Industrial Complex to the Partnership. Pursuant to the agreement, MV was
appointed exclusive leasing agent, property manager and sales agent for these
properties. The Managing General Partner believed that the sale of the
properties was in the best interest of the Partnership. The gross selling
prices for Building 45 and 52 were $2,649,867 and $1,637,403, respectively.
Item 7. Financial Statements and Exhibits
(c) See Exhibit Index
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGELES PARTNERS XIV
By: Angeles Realty Corporation II
Managing General Partner
By: /s/ Carroll D. Vinson
Carroll D. Vinson
President
By: /s/ Robert D. Long, Jr.
Robert D. Long, Jr.
Vice President/CAO
Date: April 23, 1996
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EXHIBIT INDEX
Exhibit
<S> <C>
10.22 Purchase Agreement - Building 45 of the Dayton Industrial Complex -
between the Partnership and Miller-Valentine Partners, dated December
31, 1995.
10.23 Amendment to and Assignment of Purchase Agreement - Building 45 of
the Dayton Industrial Complex - between the Partnership, Miller-
Valentine Partners and Mid-States Development Company, dated April 8,
1996.
10.24 Assignment of Permits, Etc. - Building 45 of the Dayton Industrial
Complex - between the Partnership and Mid-States Development Company,
dated April 8, 1996.
10.25 Assignment and Assumption of Leases and Security Deposits - Building
45 of the Dayton Industrial Complex - between the Partnership and
Mid-States Development Company, dated April 8, 1996.
10.26 Assignment of Warranties - Building 45 of the Dayton Industrial
Complex - between the Partnership and Mid-States Development Company,
dated April 8, 1996.
10.27 Bill of Sale and Assignment - Building 45 of the Dayton Industrial
Complex - between the Partnership and Mid-States Development Company,
dated April 8, 1996.
10.28 Limited Warranty Deed - Building 45 of the Dayton Industrial Complex
- between the Partnership and Mid-States Development Company, dated
April 8, 1996.
10.29 Purchase Agreement - Building 52 of the Dayton Industrial Complex -
between the Partnership and Miller-Valentine Partners, dated December
31, 1995.
10.30 Assignment of Purchase Agreement - Building 52 of the Dayton
Industrial Complex - between the Partnership, Miller-Valentine
Partners and Mid-States Development Company, dated April 8, 1996.
10.31 Assignment of Permits, Etc. - Building 52 of the Dayton Industrial
Complex - between the Partnership and Mid-States Development Company,
dated April 8, 1996.
10.32 Assignment and Assumption of Leases and Security Deposits - Building
52 of the Dayton Industrial Complex - between the Partnership and
Mid-States Development Company, dated April 8, 1996.
EXHIBIT INDEX
Exhibit
10.33 Assignment of Warranties - Building 52 of the Dayton Industrial
Complex - between the Partnership and Mid-States Development Company,
dated April 8, 1996.
10.34 Bill of Sale and Assignment - Building 52 of the Dayton Industrial
Complex - between the Partnership and Mid-States Development Company,
dated April 8, 1996.
10.35 Limited Warranty Deed - Building 52 of the Dayton Industrial Complex
- between the Partnership and Mid-States Development Company, dated
April 8, 1996.
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PURCHASE AGREEMENT
RE: PROJECT 45
3904 IMAGE DRIVE
THIS PURCHASE AGREEMENT (this "Agreement") is made as of December _____,
1995 (the "date of this Agreement") between ANGELES PARTNERS XIV, a California
limited partnership ("Seller") and
________________________________________________Purchaser").
Section 1. Description of Property: Agreement of Purchase and Sale.
1.1 Purchase and Sale; Property. Seller agrees to sell and convey to
Purchaser, and Purchaser agrees to purchase and pay for, upon the terms and
conditions contained in this Agreement, the following:
1.1.1 The parcel of land located in the City of Vandalia,
Montgomery County, State of Ohio, as more particularly described in Exhibit A
(the "Land"), together with any interest of Seller in any alleys, strips or
gores of land, if any adjoining the Land.
1.1.2 An office/industrial building containing approximately
125,130 square feet of gross area and all other buildings, structures,
appurtenances, landscaping and other improvements on the Land (the
"Improvements") (the land and improvements are referred to as the "Premises");
the address of the Premises is commonly referred to as 3904 Image Drive,
Vandalia, Ohio 45377;
1.1.3 Any building supplies, fuels, intangible rights wherever
located including, but not limited to, all plans and specifications, surveys,
studies and drawings related to the Premises, all transferable permits and
licenses and all warranties and guarantees of contractors, suppliers and
manufacturers, all fixtures, machinery and equipment, heating, ventilating and
air conditioning equipment and systems, plumbing and electrical equipment and
systems, furnishings, furniture, alarm systems, sprinkler systems and all other
tangible and intangible personal property that is owned by Seller and attached
to, appurtenant to or located in or used in connection with the operation,
management or maintenance of the Premises (all of the foregoing being
collectively referred to as the "Personal Property");
1.1.4 All right, title and interest of Seller in and to any air
rights, riparian rights, easements, right-of-way, rights of ingress or egress,
licenses or other interests in or to any land, highway, street, road or avenue,
open or proposed, in, on, across, abutting or adjoining, the Land.
1.1.5 Any and all other rights, privileges and appurtenances owned
by Seller and in any way related to, or used in connection with, the operation,
management, or maintenance of the Premises and/or the Personal Property; and
1.1.6 All right, title and interest of Seller in and to any
condemnation award or proceeds of insurance made or to be made in respect of the
Premises, the Personal Property or any of the other interests described above.
1.1.7 All right, title and interest of Seller in and to all rents,
income, revenues, issues and profits, leases and rental agreements affecting or
pertaining to the Premises or any part thereof.
The term "Property" as used in this Agreement shall mean all property,
whether real or personal, tangible or intangible, set out in this Section 1.1.
Section 2. Purchase Price.
2.1 Purchase Price. The total purchase price for the Property shall be
$_________________________ (the "Purchase Price), payable at the time of Closing
by wire transfer of immediately available Federal Reserve System funds to such
account or accounts as Seller and the holders of liens on the Property shall
direct.
Section 3. Documents and Inspections.
3.1 Seller's Deliveries. Upon execution of this Agreement to the extent
not previously delivered, Seller shall deliver to Purchaser correct copies of
each of the following documents and materials:
3.1.1 All of the agreements, oral or written, formal or informal,
actually known by Seller to pertain to the ownership, management, maintenance
and operation of the Property other than agreements entered by Miller-Valentine
Realty, Inc., ( Manager ) as manager of the property.
3.1.2 All plans, specifications and blueprints pertaining to the
Improvements that are in Seller's possession.
3.1.3 All certificates of occupancy, licenses, permits,
authorizations and approvals, issued by any governmental authorities having
jurisdiction over the Property, together with copies of all certificates issued
by any local board of fire underwriters (or other body exercising similar
functions), if available.
3.1.4 All leases and rental agreements relating or pertaining to
the Property or any part thereof other than those which are in the possession of
the Manager.
3.2 Entry for Inspection. Immediately upon the execution of this
Agreement and thereafter continuously through the date of Closing, Seller shall
make the Property available for inspection by Purchaser, and Purchaser's agents,
employees and contractors. During that time, Purchaser may, at Purchaser's sole
risk and expense, undertake a complete physical inspection of the Property as
Purchaser deems appropriate, including but not limited to a Phase 1
environmental assessment. Purchaser is aware that there are underground storage
tanks on the Property and shall conduct such tests thereof to determine their
suitability with applicable laws as Seller deems appropriate. Purchaser agrees
to indemnify and save Seller harmless against all liabilities, claims, damages,
penalties, costs and expenses incurred by or asserted against Seller in
connection with or arising out of the entry upon the Premises by Purchaser or
Purchaser's employees, agents, or contractors. This obligation shall survive
the consummation or termination of this Agreement.
3.3 Inspection Period. Purchaser shall have until the date of Closing
(the "Inspection Period"), in which to determine whether the condition and
suitability of the Property and all of the items delivered to Purchaser pursuant
to Section 3.1 are satisfactory to Purchaser (or Purchaser s lender). If the
Property or any of such items is not satisfactory to Purchaser, Purchaser may
elect not to purchase the Property by sending written notice of termination to
Seller, postmarked not later than the date of Closing. In such event, this
Agreement shall terminate and neither party shall have any further rights or
obligations under this Agreement other than those rights and/or obligations that
are expressly stated to survive expiration or termination of this Agreement.
Section 4. Title and Survey.
4.1 Title; Deed. Prior to Closing, Purchaser shall obtain a commitment
for an Owner's Policy of Title Insurance (the "Commitment") issued by Chicago
Title Insurance Company (the "Title Company") and dated as of a current date,
pursuant to which the Title Company shall commit to issue to Purchaser an ALTA
Owner's Policy of Title Insurance, in the amount of the Purchase Price, with all
printed General Exceptions of Schedule B of the title policy form deleted,
insuring in Purchaser marketable fee simple title to the Premises, subject only
to the "Permitted Exceptions" as defined below. At the Closing, and as a
condition to Purchaser's obligations under this Agreement, the Title Company
shall deliver to Purchaser the policy of title insurance in accordance with the
Commitment. At Closing, Seller will convey the Premises to Purchaser (or
Purchaser s designee) by transferable and recordable limited warranty deed,
conveying marketable title to Purchaser, or its nominee, free and clear of all
defects, liens, claims, encumbrances, easements, restrictions, covenants,
conditions, encroachments, assessments (general or special) or any other
exceptions, including but not limited to the printed General Exceptions of
Schedule B of the title policy form, except for the following (the "Permitted
Exceptions"):
(a) All legal highways.
(b) Zoning, building and other laws, ordinances, codes and
regulations that do not materially adversely affect the use of the
Property for office and warehouse purposes;
(c) Easements, rights-of-way, covenants and restrictions of
record, to the extent that such easements, right-of-way, covenants
and restrictions do not interfere with, obstruct, or otherwise
impair, in Purchaser's sole judgment, Purchaser's current or
intended future use and enjoyment of the Premises or Purchaser's
plans for the future development of the Premises; and
(d) Installments of real estate taxes and assessments which
are a lien upon the Premises, but not yet due and payable. Any
mortgage or other monetary lien on the Property is to be discharged
and paid by Seller at the time of Closing.
4.2 Survey. Prior to Closing, Purchaser (at Seller's cost) shall obtain
such survey ("Survey") as is reasonably necessary to cause the title insurer to
delete the survey exception from the title insurance policy and to satisfy the
requirements of Purchaser's lender, if any, certified to Purchaser, the title
insurer, and Purchaser's lender, if any, showing all improvements, easements,
roads, highways, and other restrictions affecting the Property.
4.3 U.C.C. Searches. Prior to Closing, Purchaser may obtain current
searches of all uniform commercial code financing statements filed with the
Secretary of State of Ohio and the County Recorder's Office in Montgomery
County, Ohio, against Seller and against all prior owners of the Property during
the past six (6) years. If claims or liens are revealed that do or could
encumber the Property, then the cure and termination election provisions set
forth below shall apply.
4.4 Defects and Cure.
4.4.1 The Commitment, the Survey and the uniform commercial code
searches described in Sections 4.1 through 4.3 are referred to as the "Title
Evidence." Purchaser shall notify Seller of Purchaser's disapproval of any
matter contained in the Title evidence promptly after Purchaser's receipt of all
of the Title Evidence and copies of the documents referred to in the Title
Evidence as exceptions or exclusions from coverage. Except for real estate
taxes that are to be prorated at Closing and mortgages and other monetary liens
which, in any event and notwithstanding anything hereinafter to the contrary,
shall be discharged and paid at Closing, Purchaser's failure to so notify Seller
of disapproval of any matter shall be deemed approval of that matter. If the
Title Evidence discloses, with respect to the Survey, conditions that will
adversely affect Purchaser's current or future use or enjoyment of the Premises
or Purchaser's plans for the future development of the Premises, with respect to
the Title Commitment, matters other than the Permitted Exceptions, or with
respect to the Uniform Commercial Code searches, liens or claims (collectively,
"Defects"), those Defects shall, as a condition to Purchaser's obligations under
this Agreement, be cured or removed from the Title Evidence prior to or at
Closing, which shall take place on the date specified in Section 7. If Seller
fails to cure and remove all Defects within fifteen (15) days after written
notice, this Agreement (1) may be terminated, at Purchaser's election, by
written notice given to Seller within ten (10) days after expiration of the
period allowed for cure, and at Purchaser's option, closing shall be extended
until such date; or (2) Purchaser may, at its sole election, proceed to close
this transaction notwithstanding the existence of such Defects. If this
agreement is terminated pursuant to the provisions of this section, neither
party shall have any further rights or obligations under this Agreement other
than those rights and/or obligations that are expressly stated to survive
consummation or termination of this Agreement.
Section 5. Purchaser's Conditions to Closing.
The obligation of Purchaser to close the transaction contemplated by this
Agreement is subject to the following conditions, inserted for Purchaser's
benefit and which may be waived by Purchaser at its sole option by notice to
Seller.
5.1 The representations and warranties contained in Section 6 of this
Agreement shall be true on the date of Closing in all material respects as
though those representations and warranties were made on that date.
5.2 Seller shall not have breached any material affirmative covenant
contained in this Agreement to be performed by Seller on or prior to the date of
Closing.
5.3 Purchaser shall have either affirmatively approved or shall have been
deemed (pursuant to the provisions of Sections 3 and 4) to have approved all of
the matters set forth in Sections 3 and 4 in respect to which Purchaser has,
under provisions of this Agreement, a right of inspection and/or approval; or,
in the event Purchaser has delivered written objections to Seller in respect to
any of those matters, Seller has remedied Purchaser's objections prior to
Closing in the manner and within the time period provided in this Agreement, or
Purchaser has waived same in writing.
5.4 Seller shall have timely delivered or caused to be delivered to
Purchaser in satisfactory form the documents and all other items referred to in
Section 7 below which are to be delivered to Purchaser pursuant to the
provisions thereof.
5.5 The Title Company shall at Closing have delivered or irrevocably
committed itself in writing to deliver the Title Policy described in Section
4.1.
5.6 Seller shall have obtained the consent of holders of mortgages on the
Property to the sale of the Property on the terms and conditions set forth in
this Agreement and the agreement of such parties to release their respective
liens against the Property at Closing in any case where such mortgage is not
being paid in full.
5.7 Purchaser shall determine that all legal highways do not interfere
with, obstruct, or otherwise impair, in Purchaser's sole judgment, Purchaser's
current or intended future use and enjoyment of the Property or Purchaser's
plans for future development of the Property and that there is adequate parking
for such uses.
5.8 Purchaser shall have received an environmental assessment
satisfactory to Purchaser, as Purchaser in its sole discretion shall determine,
evidencing that no condition of or concerning the Property causes or creates a
situation or matter which violates or is not in compliance with any law, rule or
regulation or ordinance which relates to protection of the environment or which,
in Purchaser's sole judgment, would cause Purchaser to incur significant costs
to correct any such matter, or to investigate such matter further to determine
the potential impact thereof.
5.9 Seller shall have obtained financing in the amount of not less than
$1,100,000.00 on terms no less favorable than those generally prevailing for
commercial loans of similar size and on similar types to commercial property as
the Premises to a borrower of similar creditworthiness as Purchaser. Purchaser
agrees to promptly apply for and diligently proceed with its efforts to obtain
such financing. If such financing is not obtained by the Closing, Purchaser may
terminate this Agreement as provided in Section 5.10 below. The Closing of this
transaction is contingent upon Purchaser's lender funding said loan.
5.10 If any of the conditions provided in this Section 5 are not
satisfied or waived, or the time periods for satisfaction extended by Purchaser,
then Purchaser shall have the right, in addition to any other right which it may
have, to terminate this Agreement by notice delivered to Seller no later than
the date of Closing or such earlier time as may be provided above. In the event
of such termination, neither party shall have any further rights or obligations
under this Agreement other than those rights and/or obligations which are
expressly stated to survive consummation or termination of this Agreement.
Section 6. Representations, Warranties and Covenants.
6.1 Seller's Representations, Warranties and Covenants. Seller
represents, warrants and covenants to Purchaser as to the following matters, and
shall be deemed to remake all of the following representations, warranties and
covenants as of the date of Closing without further action on its part.
6.1.1 The execution and delivery of this Agreement by Seller, the
execution and delivery of every other document and instrument delivered pursuant
to this Agreement by or on behalf of Seller, and the consummation of the
transactions contemplated by this Agreement have been duly authorized and
validly executed and delivered by Seller, and will not (a) constitute or result
in the breach of or default under any written agreement to which Seller is a
party or which affects the Property; (b) constitute or result in a violation of
any order, decree or injunction with respect to which Seller and/or the Property
is bound; (c) cause or entitle any party to have a right to accelerate or
declare a default under any written agreement to which Seller is a party or
which affects the Property; and/or (d) violate any provision of any municipal,
state or federal law, statutory or otherwise, to which Seller or the Property
may be subject.
6.1.2 No attachments, execution proceedings, liens, assignments or
insolvency proceedings are pending or, to the actual knowledge of Seller,
threatened against Seller or the Property or contemplated by Seller, except such
liens as may be specifically disclosed in the Commitment, which shall be
released at Closing. Seller is not contemplating the institution of insolvency
proceedings.
6.1.3 Seller is not a party to any collective bargaining agreement
as to any employees who are engaged by Seller with regard to the operation and
maintenance of the Property. Purchaser is assuming no responsibilities or
obligations whatsoever relative to any employees engaged by Seller with regard
to the operation and management of the Property, and Seller indemnifies
Purchaser from and against any and all obligations and other matters relative to
such employees, whether arising or accruing before or after the date of Closing.
6.1.4 Between the date of this Agreement and the date of Closing,
no part of the Property will be sold, encumbered or transferred in favor of or
to any other party whatsoever.
6.1.5 There are no purchase contracts, options or any other
agreements of any kind, oral or written, by which any person or entity other
than Seller will have acquired or will have any basis to assert any right, title
or interest in, or right to possession, use, enjoyment or proceeds of, any part
or all of the Property other than tenants of the Property, the leases and rental
agreements of which have been previously disclosed to Purchaser and which do not
contain any option to purchase the Property or any part thereof.
6.1.6 Seller is a limited partnership duly organized and validly
existing under California law and qualified to own property and transact
business in Ohio, and the person(s) signing this Agreement on behalf of Seller
have the power and authority to enter into and perform this Agreement in
accordance with its terms; and at Closing Seller's execution and delivery of
this Agreement and the consummation of this transaction by its general partners
will have been duly authorized by all appropriate actions and proceedings.
Evidence by Seller of the foregoing representations reasonably satisfactory to
Purchaser's counsel shall be delivered at Closing, which evidence may include,
but not be limited to, an opinion of Seller's counsel with respect to the
foregoing matters.
6.1.7 Seller owns good record, marketable and fee simple title to
the Premises in recordable form, free and clear of any and all mortgages (except
mortgages to be paid or released at Closing), liens, encumbrances, claims,
charges, equities, covenants, conditions, restrictions, easements, rights-of-
way, or other matters, whether or not of record, except real estate taxes and
assessments which are not yet due and payable, and such easements, rights-of-way
and covenants of record as do not materially impair Purchaser's ability to use
the same for office and warehouse purposes and tenant's rights as disclosed to
Purchaser.
6.1.8 Hazardous Materials. Seller represents and warrants to
Purchaser that it has not received written notice from any federal, state or
local governmental agency regarding Hazardous materials (as defined below) on,
in, under or affecting the Property. Seller further represents and warrants to
Purchaser that, to the best of Seller's knowledge, there has been no spill,
release, discharge or disposal of Hazardous Materials on, in, under or affecting
the Property. Seller further represents and warrants that, to the best of its
knowledge, the soil and groundwater are not contaminated with Hazardous
Materials. As used in this Agreement, the term "Hazardous Materials" means any
hazardous or toxic substance, materials or waste which is or becomes regulated
by any local governmental authority, any agency of the State of Ohio, or any
agency of the United State Government. The term "Hazardous Materials" includes,
without limitation, any material or substance which is (i) designated, defined
or listed as a "hazardous substance" pursuant to the Federal Water Pollution
Control Act (33 U.S.C. 1251, et seq.), the Federal Resource Conservation and
Recovery Act (42 U.S.C. 9601, et seq.) or the Hazardous Materials
Transportation Act (49 U.S.C. 1801, et seq.); (ii) petroleum and any petroleum
by-products; (iii) asbestos; or (iv) polychlorinated biphenyls.
6.3 No Other Representations. Except as is expressly provided in their
Agreement, Purchaser acknowledges that neither Seller nor any agent, attorney,
employee or representative of Seller has made any representations as to the
physical nature or condition of the Property.
6.4 Survival. All of the representations, warranties and covenants made
by Seller in Section 6.2 and elsewhere in this Agreement shall survive Closing
for a period of one (1) year, except for the environmental representations,
warranties and covenants which shall survive indefinitely. Unless Purchaser
delivers notice to Seller of a breach of representation, warranty or covenant
contained in Section 6.1 or elsewhere in this Agreement (other than a matter
which relates to an environmental representation or warranty) within one (1)
year of the date of Closing, the representation, warranty or covenant shall be
of no further force or effect. Notwithstanding the foregoing, the covenants of
general warranty contained in Seller's deed shall survive indefinitely.
Section 7. Closing and Transfer of Title.
7.1 Closing. The parties agree to consummate this purchase and sale and
the transactions contemplated hereby ("Closing") on _________________, 1996, at
2:00 p.m. Eastern Standard Time, in the offices of the Title Company in Dayton,
Ohio, or at such other date and time as may be agreed upon by the parties.
Purchaser and Seller agree to work toward an earlier Closing if conditions
precedent to Closing can be reasonably accomplished by such earlier date.
7.2 Seller's Documents; Other Deliveries. At Closing, Seller shall
execute and/or deliver to Purchaser the following:
7.2.1 A limited warranty deed to the Premises in accordance with
Section 4.1, conveying marketable title in recordable form to the Premises to
Purchaser (or its nominee) free, clear and unencumbered, subject, however, to
the Permitted Exceptions.
7.2.2 A Bill of Sale with full warranties of title, conveying the
Personal Property to Purchaser.
7.2.3 An assignment of all warranties and guarantees with respect
to the Property.
7.2.4 An assignment of all leases and rental agreements concerning
the Property or any portion thereof.
7.2.5 Releases of all mortgages liens which are liens against the
Premises.
7.2.6 All other documents and instruments referred to in this
Agreement which are to be delivered to Purchaser.
7.2.7 An assignment of all permits, licenses and certificates and
authority granted to Seller for the ownership occupation and operation of the
Property.
7.2.8 All of the Personal Property.
7.2.9 Documents satisfactory to Purchaser and the Title Company,
indemnifying Purchaser and the Title Company from all liability and expense,
including attorneys' fees, in connection with unfiled mechanics' liens in the
event of any work being completed or performed, or material being furnished, at,
on, or about the Property within ninety (90) days of the date of Closing.
7.2.10 The originals of all blueprints, construction plans,
specifications and plats for all of the Improvements or Seller's rights to any
of the foregoing that are held by third parties, if available.
7.2.11 An owner's affidavit as to mechanics' liens, persons in
possession of the Premises, unrecorded agreements, and such other matters
required by the Title Company as a condition to its deletion of the printed
General Exceptions relating to such matters from the title policy.
7.2.12 All consents that may be required from any third person or
entity in connection with the sale of the Property.
7.2.13 Such evidence of Seller's due authorization of this
agreement and the transactions as contemplated hereby in form and substance as
shall comply with the requirements forth in Section 6.1.6.
7.2.14 Such other documents or instruments as may be reasonably
required by Purchaser, required by other provisions of this Agreement, or as may
be reasonably necessary to effectuate Closing, including, but not limited to, a
closing statement and affidavit of non-foreign status. All of the documents and
instruments to be delivered by Seller shall be in form and substance reasonably
satisfactory to counsel for Purchaser.
7.3. Purchaser's Documents. At Closing, Purchaser shall execute and/or
deliver to Seller the following documents:
7.3.1 An assignment of leases and rental agreements, as described
in 7.2.4 hereof, and which shall include Purchaser's assumption of the
obligations of the Lessor thereunder.
7.3.2 Such other documents and instruments as Seller or the Title
Company shall reasonably request in order to consummate this transaction, or as
may be reasonably necessary to effectuate Closing, including, but not limited
to, a closing statement.
Section 8. Possession.
Seller shall deliver possession of the Property to Purchaser at Closing.
Section 9. Prorations and Expenses.
9.1 Proration of Real Estate Taxes and Assessments. At or prior to
Closing, Seller shall pay all real estate taxes and assessments on the Property,
including all penalties, which become due and payable prior to the date of
Closing. The Seller shall be responsible for payment of the December, 1995
installment of real estate taxes and assessments, for which bills have not yet
been issued, but which are due. The June, 1996 installment of real estate taxes
(due and payable in approximately July, 1996) and assessments which are a lien
for the year in which the Closing occurs shall be prorated as of the date of
Closing, based upon the most recent tax bills issued by the Treasurer of
Montgomery County, Ohio, in accordance with the Montgomery County, Ohio so-
called "short form" method of proration. Purchaser shall pay the June, 1996
installment of real estate taxes and all installments thereafter. In the
proration herein provided, appropriate adjustments shall be made to account for
any portion of such real estate tax proration which is pursuant to lease or
rental agreement to be paid by tenants of the Property.
9.2 Utility Expenses; Miscellaneous Expenses. Final reading on all gas,
water and electric meters shall be made as of the date of Closing, if possible.
Seller shall be responsible for all charges for consumption of utilities prior
to the date of Closing and Purchaser shall be responsible for utility charges
from and after the date of Closing. Any deposits made by Seller with utility
companies shall be returned to Seller. Purchaser shall be responsible for
making all arrangements for the continuation of utility services. The parties
will prorate, as of the date of Closing, any miscellaneous income and expenses
related to the Property, including, but not limited to, rents and other amounts
due under any leases affecting the property.
9.3 Security Deposits. Seller shall turn over to Purchaser all security
deposits which Seller holds in connection with the Property at Closing, and
Purchaser shall thereafter be responsible therefor and shall indemnify and hold
Seller harmless in connection therewith.
9.4 Estimates. All items that are not subject to an exact determination
shall be estimated by the parties. When any item so estimated is capable of
exact determination after Closing, the party in possession of the facts
necessary to make the determination shall send the other party a detailed report
on the exact determination and the parties shall adjust the prior estimate
within ten (10) days after both parties have received the reports. Either party
will be entitled, at its expense, to audit the records supporting the
determination made. All prorations shall be made as of 11:59 p.m. on the day
prior to the date of Closing. In all events, any adjustment which is to be made
shall be made not later than 60 days after the Closing Date. If the adjustment
is not capable of being made within such 60-day period, the estimate utilized at
closing adjusted for any information learned during the 60-day period shall be
conclusively deemed to be the final and correct determination of such matter as
between the parties hereto. Purchaser and Seller agree to use reasonable and
good faith efforts to obtain all information necessary to make final
determinations within the 60-day time period provided hereby and to disclose any
such information as and when learned promptly to the other party.
Section 10. Condemnation or Casualty.
10.1 Condemnation. If between the date of this Agreement and the date of
Closing all or any portion of the Property is taken or is made subject to
condemnation, eminent domain or other governmental or quasi-governmental
acquisition proceedings, then the following provisions shall apply. In the
event Seller receives a written notice from any governmental or quasi-
governmental authority with powers of eminent domain to the effect that a
condemnation as to any portion or all of the Property is pending or
contemplated, Seller shall notify Purchaser promptly after receipt of the
notice. If the proposed or pending condemnation is one that could reasonably be
expected to render any portion of the Premises untenantable, then Purchaser may,
upon receipt of notice of the event, cancel this Agreement at any time prior to
Closing, in which event neither party shall have any further rights or
obligations under this Agreement other than those rights and/or obligations
which are expressly stated to survive expiration or termination of this
Agreement. In the event that Purchaser shall not elect to terminate, then this
Agreement shall remain in full force and effect, and Seller shall be entitled to
all monies received or collected prior to the Closing by reason of the
condemnation. In that event, this transaction shall close in accordance with
the terms and conditions of this Agreement except that there will be an
abatement of the Purchase Price equal to the amount of the gross proceeds
received by Seller, less reasonable out-of-pocket costs and reasonable
attorneys' fees expended by Seller. If, however, Seller has not received any
proceeds by reason of such condemnation prior to the Closing and Purchaser does
not elect to terminate Purchaser's obligations under this Agreement, then the
Closing shall take place without abatement of the Purchase Price, and Seller
shall assign and transfer to Purchaser at Closing by written instrument all of
Seller's right, title and interest in any condemnation awards, less, however,
the amount required to reimburse Seller for any of the out-of-pocket costs and
reasonable attorneys' fees expended by Seller prior to the date of Closing.
10.2 Casualty. In the event of substantial loss or damage to the
Property prior to the Closing by fire or other casualty, Purchaser may, at any
time after receipt of notice or knowledge of that event, cancel this Agreement,
in which event neither party shall have any further rights or obligations under
this Agreement other than those rights and/or obligations which are expressly
stated to survive expiration or termination of this Agreement. In the event
that Purchaser shall not elect to terminate, or if the loss or damage is not
"substantial," then this Agreement shall remain in full force and effect and
Purchaser shall proceed to close and take the Property as damaged, in which
event Purchaser shall be entitled to receive the insurance proceeds payable on
account of such loss or damage plus a credit against the purchase price equal to
the amount of any deductible, co-insurance or self insurance carried by Seller,
so that Purchaser shall receive, in effect, the full replacement cost of the
loss or damage, as the cost is determined in the settlement with the insurer, or
if there be no insurer, then based upon the actual costs or reasonable estimates
of actual costs, as the parties shall reasonably agree, to completely and fully
repair and replace such loss or damage. Seller and Purchaser shall each be
entitled to participate in the settlement. As used in this Section 10.2, the
term "substantial loss or damage" means any loss or damage resulting to the
Property which the parties reasonably estimate will cost $100,000 or more to
repair or restore.
Section 12. Default.
If the closing is not concluded due to failure of Purchaser to perform its
obligations under this Agreement, Seller may terminate this Agreement by written
notice to Purchaser, after which neither party shall have any further rights or
obligations under this Agreement other than such rights or obligations that are
expressly stated to survive consummation or termination of this Agreement.
If the closing is not concluded due to failure of Seller to perform its
obligations under this Agreement, Purchaser, at its option, may (a) elect to
enforce the terms of this Agreement by action for specific performance or (b)
terminate this Agreement by written notice to Seller, after which neither party
shall have any further rights or obligations under this Agreement other than
such rights or obligations that are expressly stated to survive consummation or
termination of this Agreement.
Section 13. Broker.
Each party represents and warrants to the other that it has dealt with no
agent or broker who has in any way participated in the sale of the Property
other than Miller-Valentine Realty, Inc. Seller agrees to pay the brokerage
commission due Miller-Valentine Realty, Inc. Any other fees or commissions that
may be claimed shall be the sole responsibility of the party breaching the
preceding warranty. Each party agrees to indemnify and hold harmless the other
against any and all claims, judgments, costs of suit, attorneys' fees and other
reasonable expenses that the other may incur by reason of any action or claim
made against the other by any agent, advisor or intermediary appointed by or
instructed by Seller or Purchaser as the case may be, arising out of this
Agreement or sale of the Property to Purchaser. The foregoing indemnity shall
survive Closing and delivery of the deed.
Section 14. Binding Effect/Assignment.
This Agreement shall be binding upon and shall insure to the benefit of
the parties and their respective heirs, personal representatives, successors and
assigns.
Section 15. Notices.
All notices permitted or required under this Agreement shall be in
writing, and shall be deemed properly delivered when deposited in the United
States regular mail, postage prepaid, addressed to the parties at their
respective addresses set forth below or as they may otherwise specify by written
notice delivered in accordance with this Section:
As to Purchaser: ___________________________
4000 Miller-Valentine Court
Dayton, Ohio 45439
Attention: Vern Oakley
As to Seller: Angeles Partners XIV
c/o Insignia Financial Group, Inc.
One Insignia Financial Plaza
P. O. Box 1089
Greenville, South Carolina 29602
Attention: John C. LeBeau
Section 16. Expenses.
Seller shall pay for any transfer tax and conveyance fee in connection
with recording the deed in connection with the sale of the Premises and costs of
obtaining the survey required hereby. Purchaser shall pay all costs, fees and
premiums of the Commitment, environmental assessment, and Title Policy.
Purchaser shall pay recording charges for the deed and any mortgages Purchaser
may place upon the Premises. Each party shall pay for its own legal and
accounting fees and incidental expenses.
Section 17. Miscellaneous.
17.1 Gender. Words of any gender used in this Agreement shall be held
and construed to include any other gender, any words in the singular number
shall be held to include the plural, and vice versa, unless the contest requires
otherwise.
17.2 Captions. The captions in this Agreement are inserted only for the
purpose of convenient reference and in no way define, limit, or prescribe the
scope or intent of this Agreement or any part of this Agreement.
17.3 Construction. No provisions of this Agreement shall be construed by
any Court or other judicial authority against any party by reason of that
party's being deemed to have drafted or structured the provisions.
17.4 Entire Agreement. This Agreement constitutes the entire contract
between the parties and supersedes all prior understandings, if any, there being
no other oral or written promises, conditions, representations, understandings
or terms of any kind as conditions or inducements to the execution of this
Agreement and none have been relied upon by either party. Any subsequent
conditions, representations, warranties or agreements shall not be valid and
binding upon the parties unless in writing and signed by both parties.
17.5 Time of Essence. Time is of the essence in this transaction.
17.6 Governing Law. This Agreement shall be construed, and the rights
and obligations of Seller and Purchaser shall be determined, in accordance with
the laws of the State of Ohio.
17.7 Date of Agreement, Counterparts. The date of this Agreement shall
be the date on which the last of Purchaser or Seller shall execute this
Agreement. This Agreement may be executed in counterparts each of which shall
constitute an original but all of which taken together shall constitute one and
the same instrument.
WITNESS the execution hereof effective as of the date first above written.
PURCHASER
_________________________________________
By: /s/ James M. Miller
Its: General Partner
Date: February 7, 1996
SELLER:
ANGELES PARTNERS XIV, a California partnership
By: ANGELES REALTY CORPORATION II,
its general partner
By: /s/ Robert D. Long, Jr.
Its: Vice President/CAO
Date: February 6, 1996
EXHIBIT A
Project 45
Situate in the City of Vandalia, County of Montgomery,
State of Ohio, and being Lot numbered Two (2) 70/75
Corporate Center, as recorded in Plat Book 107, page 60
of the plat records of Montgomery County, Ohio.
AMENDMENT TO PURCHASE AGREEMENT
RE: PROJECT 45
THIS AGREEMENT is entered into between ANGELES PARTNERS XIV, a California
Limited Partnership (Seller), MILLER VALENTINE PARTNERS, LTD. or MID-STATES
DEVELOPMENT CO. (original Purchaser), and MILLER VALENTINE REALTY, INC., an Ohio
corporation (Purchaser) as of the _____ day of _______________, 1996, for the
purpose of amending that certain Purchase Agreement entered into between Seller
and Original Purchaser, dated _________________, 199____ (the Contract) which
relates to the purchase and sale of the property commonly referred to as Project
45 located 3904 Image Drive, Vandalia, Ohio. All words and terms used herein
shall have the same meaning as ascribed to them in the Contract.
1. The original Purchaser hereby assigns all of its interest in and to
the Contract to Purchaser. Seller consents to this assignment. All references
in the Contract and in this Amendment to the Purchaser shall mean Miller
Valentine Realty, Inc. (or its assignee).
2. Section 2, Purchase Price of the Contract, is hereby deleted and
substituted in the place thereof the following:
Section 2. Purchase Price
2.1 Purchase Price. The total purchase price (Purchase
Price) shall be a sum of money equal to (i) the principal, interest
and any other sums necessary to be paid to satisfy in full and to
obtain the release of the security for that certain obligation
(Prudential Obligation) owed to the Prudential Insurance Company of
America, which obligation is secured by, among other things, that
certain mortgage recorded on February 16, 1979 at mortgage
microfiche 79-179D09 of the mortgage records of the Montgomery
County, Ohio Recorder s Office and (ii) the unpaid principal (but
not accrued interest) owing on that certain obligation (Mid-States
Obligation) owed to Mid-States Development Company, which obligation
is secured by, among other things, that certain mortgage recorded on
December 20, 1985 at microfiche 85-1841B04 (and as the same may have
been amended from time to time) of the mortgage records of the
Montgomery County, Ohio Recorder s Office. The Purchase Price is
currently estimated to be $2,651,658 based upon a payoff balance of
the Prudential Obligation as of January 31, 1996 of $1,040,620 and
the principal balance of the Mid-States Obligation as of January 31,
1996 of $1,611,038.
2.2 The Purchaser shall be responsible for obtaining the
release of the mortgage and other documents securing the Mid-States
Obligation (even though the sum available to Mid-States Development
company from the proceeds of closing do not satisfy in full the Mid-
States Obligation) upon payment to Mid-States Development Company
from the Purchase Price of the unpaid principal balance of the Mid-
States Obligation as the same may exist at the time of closing. In
addition, Purchaser agrees to release any lien which it may hold on
the Property even though it will receive none of the Purchase Price
at closing.
2.3 This Agreement provides for certain adjustments to the
Purchase Price and other payments to be made by Seller, including,
but not limited to, those provided in 4.2 (survey), 9.1 (real
estate taxes, 9.2 (rents), 9.3 (security deposits), 13
(commissions), and 16 (Seller s expenses). Purchaser agrees to
loan sufficient funds to Seller in order for the transaction
contemplated hereby to be completed. Such loan shall be treated as
advanced under that certain loan agreement between Seller and
Purchaser dated March 2, 1992 and secured by, among other things,
the Mortgage recorded on March 4, 1992 at Microfiche 92-650D02 of
the mortgage records of the Montgomery County, Ohio Recorder s
Office.
2.4 Notwithstanding anything to the contrary provided herein,
Purchaser shall, in addition to the Purchase Price, pay the sum of
$5,000 to Seller as a consultation fee for services provided by
Seller to and for the benefit of Purchaser in connection with
Purchaser s evaluation of the Property.
3. Section 7.1 is amended to provide the closing shall occur on or
before May 1, 1996.
4. Notwithstanding any other provision of the Contract or this
Amendment to the contrary, Purchaser may assign all of its rights and
obligations under and to the Contract as amended hereby to any entity affiliated
with the Miller Valentine Group.
5. The Contract as amended hereby remains in full force and effect.
PURCHASER:
MILLER VALENTINE REALTY, INC.
By: /s/ James M. Miller
Its: Chief Executive Officer
Date: February 13, 1996
SELLER:
ANGELES PARTNERS XIV, a California
partnership
By: ANGELES REALTY CORPORATION, II,
its general partners
By: /s/ Robert D. Long, Jr.
Its: Vice President/CAO
Date:
ORIGINAL PURCHASER:
MID-STATES DEVELOPMENT CO.
By: /s/ James M. Miller
Its: General Partner
Date: February 13, 1996
and
MILLER VALENTINE PARTNERS, LTD.
By: /s/ James M. Miller
Its: Senior Partner
Date: February 13, 1996
ASSIGNMENT OF PURCHASE CONTRACT
(Project 45)
For value received, Miller Valentine Realty, Inc. hereby assigns to Mid-
States Development Company, an Ohio general partnership, all of its right, title
and interest in and to that certain Purchase Agreement RE: Project 45 dated
February 7, 1996 (Purchase Agreement), wherein Angeles Partners XIV is Seller,
as the same has been amended by the Amendment to Purchase Agreement Re: Project
45.
Mid-States Development Company hereby assumes and agrees to perform all of
the obligations of Miller Valentine Realty, Inc. under the Purchase Agreement.
MID-STATES DEVELOPMENT COMPANY MILLER VALENTINE REALTY, INC.
By: /s/ William J. Schneider By: /s/ James M. Miller
Its: General Partner Its: Chief Executive Officer
Date: April 4, 1996 Date: April 4, 1996
ASSIGNMENT OF PERMITS, ETC.
(Per Section 7.2.7)
ANGELES PARTNERS XIV, a California limited partnership ("Assignor), for
Ten Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, hereby transfers, assigns and
conveys unto MID-STATES DEVELOPMENT COMPANY, an Ohio general partnership
("Assignee") all of its right, title and interest in and to any and all permits,
licenses and certificates and other authority granted to Assignor related to, or
granted, held or possessed in connection with or arising out of the ownership,
occupation and operation of that certain commercial property being sold by
Assignor to Assignee pursuant to that certain Purchase Agreement dated February
7, 1996, as amended and assigned, and which is located in Montgomery County,
Ohio as more fully described on Exhibit A attached hereto and incorporated by
reference herein, to the full extent that any such permit, license, certificate
or authority is assignable or transferable by Assignor.
IN WITNESS WHEREOF, the Assignor has executed the within Assignment this
______ day of ______________________, 1996.
ANGELES PARTNERS XIV, a California
limited partnership
By: Angeles Realty Corporation II,
general partner of Angeles
Partners XIV
By:
Its:
EXHIBIT B
LEASES
Tenant Security Deposit
1. Lytton, Inc.
(expires __________________)
ASSIGNMENT AND ASSUMPTION OF LEASES
AND SECURITY DEPOSITS (Project 45)
(Per Section 7.2.4 and 7.3.2)
For Ten Dollars ($10.00) and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned,
ANGELES PARTNERS XIV, a California limited partnership (the "Assignor"), hereby
transfers, conveys and assigns unto MID-STATES DEVELOPMENT COMPANY, an Ohio
general partnership (the "Assignee"), all of the right, title and interest of
the Assignor in and to all tenant leases currently in force and effect between
the Assignor and tenants of that certain commercial property (more fully
described on Exhibit A attached hereto) being sold by Assignor to Assignee as of
the date hereof and commonly referred to as located at 3904 Image Drive,
Vandalia, Ohio (the "Leases") and security deposits paid to Assignor by Tenants
under the Leases, as of the date hereof. A description of the Leases and the
amount of security deposits paid to Assignor purusant to such Leases are shown
on Exhibit "B" attached hereto and incorporated herein by reference.
Assignee hereby assumes the obligations of Assignor under the Leases,
including the obligations with respect to the security deposits being
transferred herein.
IN WITNESS WHEREOF, the Assignor and Assignee have executed the within
Assignment and Assumption of Leases and Security Deposits effective as of this
8th day of April, 1996.
MID-STATES DEVELOPMENT COMPANY ANGELES PARTNERS XIV,
a California limited partnership
By: /s/ William J. Schneider By: Angeles Realty Corporation,
II, general partner of
Its: General Partner Angeles Partners XIV
Date: March 28, 1996
By: /s/ Carroll D. Vinson
Its: President
Date:
ASSIGNMENT OF WARRANTIES
(Per Section 7.2.3)
Angeles Partners XIV, a California limited partnership (the "Assignor")
for Ten Dollars ($10.00) and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, hereby transfers, assigns and
conveys unto MID-STATES DEVELOPMENT COMPANY, an Ohio general partnership, (the
"Assignee") all of its right, title and interest in and to any warranty or
guaranty given by any person, partnership, corporation or other entity in
connection with, or related to, work or labor performed, materials supplied, or
property of any type delivered to or in connection with that certain commercial
property being sold by Assignor to Assignee pursuant to that certain Purchase
Agreement dated February 7, 1996, as amended and assigned, and which is located
in Montgomery County, Ohio as more particularly described on Exhibit A attached
hereto and incorporated by reference herein to the full extent that any such
warranty or guaranty is assignable or transferable by Assignor.
IN WITNESS WHEREOF, the Assignor has executed the within Assignment this
______ day of ____________________, 1996.
ANGELES PARTNERS XIV, a California
limited partnership
By: Angeles Realty Corporation II,
general partner of Angeles
Partners XIV
By:
Its:
BILL OF SALE (Project 45)
(Per Section 7.2.2)
In consideration for Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
ANGELES PARTNERS XIV, a California limited partnership (the Seller ) hereby
grants, bargains, sells and conveys to MID-STATES DEVELOPMENT COMPANY, an Ohio
general partnership (the Purchaser ) all of the right, title and interest of
the Seller in and to all of the Personal Property (as defined in that certain
Purchase Agreement between Seller and Purchaser dated February 7, 1996, as
amended) owned by the Seller and located at, or used in connection with certain
commercial property being sold by Seller to Purchaser pursuant to said Purchase
Agreement located in Montgomery County, Ohio, which commercial property is more
particularly described on Exhibit A attached hereto and incorporated herein by
reference, and which is commonly referred to as located at 3904 Image Drive,
Vandalia, Ohio.
The personal property referenced herein is being sold and conveyed in as
is condition with no warranties or representations of any kind being given by
Seller to Purchaser in connection therewith, including any warranty of
merchantability or fitness for a particular or intended purpose.
IN WITNESS WHEREOF, the Seller has executed this Bill of Sale and
Assignment effective as of this _____ day of _________________, 1996.
ANGELES PARTNERS XIV, a California
Limited Partnership
By: Angeles Realty Corporation, II,
General Partner of Angeles Partners XIV
By: _________________________________
LIMITED WARRANTY DEED
(Project 45)
ANGELES PARTNERS XIV, a California limited partnership, having an address
of c/o Insignia Financial Group, Inc., One Insignia Financial Plaza, P. O. Box
1089, Greenville, South Carolina, for valuable consideration paid, grants, with
limited warranty covenants, to MID-STATES DEVELOPMENT COMPANY, an Ohio general
partnership, 4000 Miller-Valentine Court, P.O. Box 744, Dayton, Ohio 45401, the
following real property:
Situated in the State of Ohio, County of Montgomery, and in the City
of Vandalia, and being lot number Two (2), 70/75 Corporate Center as
recorded in Plat Book 107, Page 60 of the plat records of Montgomery
County, Ohio.
Prior instrument references: Microfiche 85-702B04
This conveyance is made subject to the Lease, a memorandum of which is
recorded at Mortgage Microfiche 79-476D07, and to all legal highways and
easements, all restrictions, conditions and covenants of record, all zoning
restrictions, and all taxes and assessments not yet payable.
WITNESS its hand this ______ day of _____________________, 1996.
Signed and acknowledged
in the presence of: ANGELES PARTNERS XIV, a California
limited partnership
______________________________ By: Angeles Realty Corporation II,
General Partner of Angeles
Partners XIV
______________________________
(Print Name) By: ______________________________
______________________________ Its: _____________________________
______________________________
(Print Name)
STATE OF SOUTH CAROLINA )
) SS:
COUNTY OF GREENVILLE )
The foregoing deed was acknowledged before me this _____ day of _________,
1996 by _________________________________________, the ___________________ of
Angeles Realty Corporation II, a California corporation and general partner of
Angeles Partners XIV, a California limited partnership, on behalf of said
corporation and limited partnership, to be its and their voluntary act and deed.
This documents prepared by: __________________________________
Edward H. Siddens Notary Public
Attorney at Law ____________________________________
400 National City Center Commission Expiration Date
Dayton, Ohio 45402
PURCHASE AGREEMENT
RE: PROJECT 52
2152-2162 Heller Lane
THIS PURCHASE AGREEMENT (this "Agreement") is made as of March _____, 1996
(the "date of this Agreement") between ANGELES PARTNERS XIV, a California
limited partnership ("Seller") and MILLER VALENTINE REALTY, INC., an Ohio
corporation ( Purchaser ).
Section 1. Description of Property: Agreement of Purchase and Sale.
1.1 Purchase and Sale; Property. Seller agrees to sell and convey to
Purchaser, and Purchaser agrees to purchase and pay for, upon the terms and
conditions contained in this Agreement, the following:
1.1.1 The parcel of land located in Beavercreek, Greene County,
State of Ohio, as more particularly described in Exhibit A (the "Land"),
together with any interest of Seller in any alleys, strips or gores of land, if
any adjoining the Land.
1.1.2 An office/industrial building containing approximately 94,600
square feet of gross area and all other buildings, structures, appurtenances,
landscaping and other improvements on the Land (the "Improvements") (the land
and improvements are referred to as the "Premises"); the address of the Premises
is commonly referred to as 2152 - 2162 Heller Lane, Xenia, Ohio.
1.1.3 Any building supplies, fuels, intangible rights wherever
located including, but not limited to, all plans and specifications, surveys,
studies and drawings related to the Premises, all transferable permits and
licenses and all warranties and guarantees of contractors, suppliers and
manufacturers, all fixtures, machinery and equipment, heating, ventilating and
air conditioning equipment and systems, plumbing and electrical equipment and
systems, furnishings, furniture, alarm systems, sprinkler systems and all other
tangible and intangible personal property that is owned by Seller and attached
to, appurtenant to or located in or used in connection with the operation,
management or maintenance of the Premises (all of the foregoing being
collectively referred to as the "Personal Property");
1.1.4 All right, title and interest of Seller in and to any air
rights, riparian rights, easements, right-of-way, rights of ingress or egress,
licenses or other interests in or to any land, highway, street, road or avenue,
open or proposed, in, on, across, abutting or adjoining, the Land.
1.1.5 Any and all other rights, privileges and appurtenances owned
by Seller and in any way related to, or used in connection with, the operation,
management, or maintenance of the Premises and/or the Personal Property; and
1.1.6 All right, title and interest of Seller in and to any
condemnation award or proceeds of insurance made or to be made in respect of the
Premises, the Personal Property or any of the other interests described above.
1.1.7 All right, title and interest of Seller in and to all rents,
income, revenues, issues and profits, leases and rental agreements affecting or
pertaining to the Premises or any part thereof.
The term "Property" as used in this Agreement shall mean all property,
whether real or personal, tangible or intangible, set out in this Section 1.1.
Section 2. Purchase Price.
2.1 Purchase Price. The total purchase price (Purchase Price) shall be
a sum of money equal to (i) outstanding and unpaid principal, interest and any
other sums necessary to be paid to satisfy in full and to obtain the release of
the security for that certain obligation owed to the Sun Life Assurance Company
of America (Sun Life Obligation), which obligation is secured by, among other
things, that certain mortgage recorded at Vol. 105, page 582 of the mortgage
records of the Greene County, Ohio Recorder s Office and (ii) the unpaid
principal (but not accrued interest) owing on that certain obligation (Mid-
States Obligation) owed to Mid-States Development Company, which obligation is
secured by, among other things, that certain mortgage recorded at Vol. 274, page
179(and as the same may have been amended from time to time) of the mortgage
records of the Greene County, Ohio Recorder s Office. The Purchase Price is
currently estimated to be $1,625,000, based upon an estimated payoff balance of
the Sun Life Obligation as of May 1, 1996 of $1,039,665 and the principal
balance of the Mid-States Obligation as of March 1, 1996 of $584,723.00.
2.2 The Purchaser shall be responsible for obtaining the release of the
mortgage and other documents securing the Mid-States Obligation (even though the
sum available to Mid-States Development company from the proceeds of closing do
not satisfy in full the Mid-States Obligation) upon payment to Mid-States
Development Company from the Purchase Price of the unpaid principal balance of
the Mid-States Obligation as the same may exist at the time of closing. In
addition, Purchaser agrees to release any lien which it may hold on the Property
even though it will receive none of the Purchase Price at closing.
2.3 This Agreement provides for certain adjustments to the Purchase Price
and other payments to be made by Seller in 4.2 (survey), 9.1 (real estate
taxes, 9.2 (rents), 9.3 (security deposits), 13 (commissions), and 16
(Sellers expenses), and any other adjustments or payments as provided in this
Agreement which are Seller s responsibility. To the extent that Seller does not
have cash available to pay for such matters at closing, Purchaser agrees to loan
funds therefor to Seller, which loan shall be treated as advanced under that
certain loan agreement between Seller and Purchaser dated March 2, 1992 and
secured by the Mortgage recorded on March 4, 1992 at Microfiche 92-650D02 of the
mortgage records of the Montgomery County, Ohio Recorder s Office.
2.4 Purchaser, as operator of the Property, agrees to make no payment on
the Mid-States Obligation prior to closing, except with the written consent of
Seller, and to make no payment on Sun Life Obligation prior to closing, except
for monthly payments in amount as have customarily been made or with the written
consent of Seller.
2.5 Notwithstanding anything to the contrary provided herein, Purchaser
shall, in addition to the Purchase Price, pay the sum of $5,000 to Seller as a
consultation fee for services provided by Seller to and for the benefit of
Purchaser in connection with Purchaser s evaluation of the Property.
2.6 The Purchase Price, subject to adjustment as provided herein, shall be
payable at closing in immediately available funds and shall be disbursed by
Title Insurer by check or wire transfer as Seller, holders of liens or other
recipients of the proceeds of sale may reasonably direct.
Section 3. Documents and Inspections.
3.1 Seller's Deliveries. Upon execution of this Agreement to the extent
not previously delivered, Seller shall deliver to Purchaser correct copies of
each of the following documents and materials:
3.1.1 All of the agreements, oral or written, formal or informal,
actually known by Seller to pertain to the ownership, management, maintenance
and operation of the Property other than agreements entered by Miller-Valentine
Realty, Inc., ( Manager ) as manager of the property.
3.1.2 All plans, specifications and blueprints pertaining to the
Improvements that are in Seller's possession.
3.1.3 All certificates of occupancy, licenses, permits,
authorizations and approvals, issued by any governmental authorities having
jurisdiction over the Property, together with copies of all certificates issued
by any local board of fire underwriters (or other body exercising similar
functions), if available.
3.1.4 All leases and rental agreements relating or pertaining to
the Property or any part thereof other than those which are in the possession of
the Manager.
3.2 Entry for Inspection. Immediately upon the execution of this
Agreement and thereafter continuously through the date of Closing, Seller shall
make the Property available for inspection by Purchaser, and Purchaser's agents,
employees and contractors. During that time, Purchaser may, at Purchaser's sole
risk and expense, undertake a complete physical inspection of the Property as
Purchaser deems appropriate, including but not limited to a Phase 1
environmental assessment. Purchaser is aware that there are underground storage
tanks on the Property and shall conduct such tests thereof to determine their
suitability with applicable laws as Seller deems appropriate. Purchaser agrees
to indemnify and save Seller harmless against all liabilities, claims, damages,
penalties, costs and expenses incurred by or asserted against Seller in
connection with or arising out of the entry upon the Premises by Purchaser or
Purchaser's employees, agents, or contractors. This obligation shall survive
the consummation or termination of this Agreement.
3.3 Inspection Period. Purchaser shall have until the date of Closing
(the "Inspection Period"), in which to determine whether the condition and
suitability of the Property and all of the items delivered to Purchaser pursuant
to Section 3.1 are satisfactory to Purchaser (or Purchaser s lender). If the
Property or any of such items is not satisfactory to Purchaser, Purchaser may
elect not to purchase the Property by sending written notice of termination to
Seller, postmarked not later than the date of Closing. In such event, this
Agreement shall terminate and neither party shall have any further rights or
obligations under this Agreement other than those rights and/or obligations that
are expressly stated to survive expiration or termination of this Agreement.
Section 4. Title and Survey.
4.1 Title; Deed. Prior to Closing, Purchaser shall obtain, at
Purchaser s cost, a commitment for an Owner's Policy of Title Insurance (the
"Commitment") issued by Chicago Title Insurance Company (the "Title Company")
and dated as of a current date, pursuant to which the Title Company shall commit
to issue to Purchaser an ALTA Owner's Policy of Title Insurance, in the amount
of the Purchase Price, with all printed General Exceptions of Schedule B of the
title policy form deleted, insuring in Purchaser marketable fee simple title to
the Premises, subject only to the "Permitted Exceptions" as defined below. At
the Closing, and as a condition to Purchaser's obligations under this Agreement,
the Title Company shall deliver to Purchaser the policy of title insurance in
accordance with the Commitment. At Closing, Seller will convey the Premises to
Purchaser (or Purchaser s designee) by transferable and recordable limited
warranty deed, conveying marketable title to Purchaser, or its nominee, free and
clear of all defects, liens, claims, encumbrances, easements, restrictions,
covenants, conditions, encroachments, assessments (general or special) or any
other exceptions, including but not limited to the printed General Exceptions of
Schedule B of the title policy form, except for the following (the "Permitted
Exceptions"):
(a) All legal highways.
(b) Zoning, building and other laws, ordinances, codes and
regulations that do not materially adversely affect the use of the
Property for office and warehouse purposes;
(c) Easements, rights-of-way, covenants and restrictions of
record, to the extent that such easements, right-of-way, covenants
and restrictions do not interfere with, obstruct, or otherwise
impair, in Purchaser's sole judgment, Purchaser's current or
intended future use and enjoyment of the Premises or Purchaser's
plans for the future development of the Premises; and
(d) Installments of real estate taxes and assessments which
are a lien upon the Premises, but not yet due and payable.
Any mortgage or other monetary lien on the Property is to be discharged and paid
by Seller at the time of Closing.
4.2 Survey. Prior to Closing, Purchaser (at Seller's cost) shall obtain
such survey ("Survey") as is reasonably necessary to cause the title insurer to
delete the survey exception from the title insurance policy and to satisfy the
requirements of Purchaser's lender, if any, certified to Purchaser, the title
insurer, and Purchaser's lender, if any, showing all improvements, easements,
roads, highways, and other restrictions affecting the Property.
4.3 U.C.C. Searches. Prior to Closing, Purchaser may obtain, at
Purchaser s cost, current searches of all uniform commercial code financing
statements filed with the Secretary of State of Ohio and the County Recorder's
Office in Greene County, Ohio, against Seller and against all prior owners of
the Property. If claims or liens are revealed that do or could encumber the
Property, then the cure and termination election provisions set forth below
shall apply.
4.4 Defects and Cure.
4.4.1 The Commitment, the Survey and the uniform commercial code
searches described in Sections 4.1 through 4.3 are referred to as the "Title
Evidence." Purchaser shall notify Seller of Purchaser's disapproval of any
matter contained in the Title evidence promptly after Purchaser's receipt of all
of the Title Evidence and copies of the documents referred to in the Title
Evidence as exceptions or exclusions from coverage. Except for real estate
taxes that are to be prorated at Closing and mortgages and other monetary liens
which, in any event and notwithstanding anything hereinafter to the contrary,
shall be discharged and paid at Closing, Purchaser's failure to so notify Seller
of disapproval of any matter shall be deemed approval of that matter. If the
Title Evidence discloses, with respect to the Survey, conditions that will
adversely affect Purchaser's current or future use or enjoyment of the Premises
or Purchaser's plans for the future development of the Premises, with respect to
the Title Commitment, matters other than the Permitted Exceptions, or with
respect to the Uniform Commercial Code searches, liens or claims (collectively,
"Defects"), those Defects shall, as a condition to Purchaser's obligations under
this Agreement, be cured or removed from the Title Evidence prior to or at
Closing, which shall take place on the date specified in Section 7. If Seller
fails to cure and remove all Defects within fifteen (15) days after written
notice, this Agreement (1) may be terminated, at Purchaser's election, by
written notice given to Seller within ten (10) days after expiration of the
period allowed for cure, and at Purchaser's option, closing shall be extended
until such date; or (2) Purchaser may, at its sole election, proceed to close
this transaction notwithstanding the existence of such Defects. If this
agreement is terminated pursuant to the provisions of this section, neither
party shall have any further rights or obligations under this Agreement other
than those rights and/or obligations that are expressly stated to survive
consummation or termination of this Agreement.
Section 5. Purchaser's Conditions to Closing.
The obligation of Purchaser to close the transaction contemplated by this
Agreement is subject to the following conditions, inserted for Purchaser's
benefit and which may be waived by Purchaser at its sole option by notice to
Seller.
5.1 The representations and warranties contained in Section 6 of this
Agreement shall be true on the date of Closing in all material respects as
though those representations and warranties were made on that date.
5.2 Seller shall not have breached any material affirmative covenant
contained in this Agreement to be performed by Seller on or prior to the date of
Closing.
5.3 Purchaser shall have either affirmatively approved or shall have been
deemed (pursuant to the provisions of Sections 3 and 4) to have approved all of
the matters set forth in Sections 3 and 4 in respect to which Purchaser has,
under provisions of this Agreement, a right of inspection and/or approval; or,
in the event Purchaser has delivered written objections to Seller in respect to
any of those matters, Seller has remedied Purchaser's objections prior to
Closing in the manner and within the time period provided in this Agreement, or
Purchaser has waived same in writing.
5.4 Seller shall have timely delivered or caused to be delivered to
Purchaser in satisfactory form the documents and all other items referred to in
Section 7 below which are to be delivered to Purchaser pursuant to the
provisions thereof.
5.5 The Title Company shall at Closing have delivered or irrevocably
committed itself in writing to deliver the Title Policy described in Section
4.1.
5.6 Seller shall have obtained the consent of holders of mortgages on the
Property to the sale of the Property on the terms and conditions set forth in
this Agreement and the agreement of such parties to release their respective
liens against the Property at Closing in any case where such mortgage is not
being paid in full.
5.7 Purchaser shall determine that all legal highways do not interfere
with, obstruct, or otherwise impair, in Purchaser's sole judgment, Purchaser's
current or intended future use and enjoyment of the Property or Purchaser's
plans for future development of the Property and that there is adequate parking
for such uses.
5.8 Purchaser shall have received an environmental assessment
satisfactory to Purchaser, as Purchaser in its sole discretion shall determine,
evidencing that no condition of or concerning the Property causes or creates a
situation or matter which violates or is not in compliance with any law, rule or
regulation or ordinance which relates to protection of the environment or which,
in Purchaser's sole judgment, would cause Purchaser to incur significant costs
to correct any such matter, or to investigate such matter further to determine
the potential impact thereof.
5.9 Seller shall have obtained financing in the amount of not less than
$1,000,000 on terms no less favorable than those generally prevailing for
commercial loans of similar size and on similar types to commercial property as
the Premises to a borrower of similar creditworthiness as Purchaser. Purchaser
agrees to promptly apply for and diligently proceed with its efforts to obtain
such financing. If such financing is not obtained by the Closing, Purchaser may
terminate this Agreement as provided in Section 5.10 below. The Closing of this
transaction is contingent upon Purchaser's lender funding said loan.
5.10 If any of the conditions provided in this Section 5 are not
satisfied or waived, or the time periods for satisfaction extended by Purchaser,
then Purchaser shall have the right, in addition to any other right which it may
have, to terminate this Agreement by notice delivered to Seller no later than
the date of Closing or such earlier time as may be provided above. In the event
of such termination, neither party shall have any further rights or obligations
under this Agreement other than those rights and/or obligations which are
expressly stated to survive consummation or termination of this Agreement.
Section 6. Representations, Warranties and Covenants.
6.1 Seller's Representations, Warranties and Covenants. Seller
represents, warrants and covenants to Purchaser as to the following matters, and
shall be deemed to remake all of the following representations, warranties and
covenants as of the date of Closing without further action on its part.
6.1.1 The execution and delivery of this Agreement by Seller, the
execution and delivery of every other document and instrument delivered pursuant
to this Agreement by or on behalf of Seller, and the consummation of the
transactions contemplated by this Agreement have been duly authorized and
validly executed and delivered by Seller, and will not (a) constitute or result
in the breach of or default under any written agreement to which Seller is a
party or which affects the Property; (b) constitute or result in a violation of
any order, decree or injunction with respect to which Seller and/or the Property
is bound; (c) cause or entitle any party to have a right to accelerate or
declare a default under any written agreement to which Seller is a party or
which affects the Property; and/or (d) violate any provision of any municipal,
state or federal law, statutory or otherwise, to which Seller or the Property
may be subject.
6.1.2 No attachments, execution proceedings, liens, assignments or
insolvency proceedings are pending or, to the actual knowledge of Seller,
threatened against Seller or the Property or contemplated by Seller, except
such liens as may be specifically disclosed in the Commitment, which shall be
released at Closing. Seller is not contemplating the institution of insolvency
proceedings.
6.1.3 Seller is not a party to any collective bargaining agreement
as to any employees who are engaged by Seller with regard to the operation and
maintenance of the Property. Purchaser is assuming no responsibilities or
obligations whatsoever relative to any employees engaged by Seller with regard
to the operation and management of the Property, and Seller indemnifies
Purchaser from and against any and all obligations and other matters relative to
such employees, whether arising or accruing before or after the date of Closing.
6.1.4 Between the date of this Agreement and the date of Closing,
no part of the Property will be sold, encumbered or transferred in favor of or
to any other party whatsoever.
6.1.5 There are no purchase contracts, options or any other
agreements of any kind, oral or written, by which any person or entity other
than Seller will have acquired or will have any basis to assert any right, title
or interest in, or right to possession, use, enjoyment or proceeds of, any part
or all of the Property other than tenants of the Property, the leases and rental
agreements of which have been previously disclosed to Purchaser and which do not
contain any option to purchase the Property or any part thereof.
6.1.6 Seller is a limited partnership duly organized and validly
existing under California law and qualified to own property and transact
business in Ohio, and the person(s) signing this Agreement on behalf of Seller
have the power and authority to enter into and perform this Agreement in
accordance with its terms; and at Closing Seller's execution and delivery of
this Agreement and the consummation of this transaction by its general partners
will have been duly authorized by all appropriate actions and proceedings.
Evidence by Seller of the foregoing representations reasonably satisfactory to
Purchaser's counsel shall be delivered at Closing, which evidence may include,
but not be limited to, an opinion of Seller's counsel with respect to the
foregoing matters.
6.1.7 Seller owns good record, marketable and fee simple title to
the Premises in recordable form, free and clear of any and all mortgages (except
mortgages to be paid or released at Closing), liens, encumbrances, claims,
charges, equities, covenants, conditions, restrictions, easements, rights-of-
way, or other matters, whether or not of record, except real estate taxes and
assessments which are not yet due and payable, and such easements, rights-of-way
and covenants of record as do not materially impair Purchaser's ability to use
the same for office and warehouse purposes and tenant's rights as disclosed to
Purchaser.
6.1.8 Hazardous Materials. Seller represents and warrants to
Purchaser that it has not received written notice from any federal, state or
local governmental agency regarding Hazardous materials (as defined below) on,
in, under or affecting the Property. Seller further represents and warrants to
Purchaser that, to the best of Seller's knowledge, there has been no spill,
release, discharge or disposal of Hazardous Materials on, in, under or affecting
the Property. Seller further represents and warrants that, to the best of its
knowledge, the soil and groundwater are not contaminated with Hazardous
Materials. As used in this Agreement, the term "Hazardous Materials" means any
hazardous or toxic substance, materials or waste which is or becomes regulated
by any local governmental authority, any agency of the State of Ohio, or any
agency of the United State Government. The term "Hazardous Materials" includes,
without limitation, any material or substance which is (i) designated, defined
or listed as a "hazardous substance" pursuant to the Federal Water Pollution
Control Act (33 U.S.C. 1251, et seq.), the Federal Resource Conservation and
Recovery Act (42 U.S.C. 9601, et seq.) or the Hazardous Materials
Transportation Act (49 U.S.C. 1801, et seq.); (ii) petroleum and any petroleum
by-products; (iii) asbestos; or (iv) polychlorinated biphenyls.
6.3 No Other Representations. Except as is expressly provided in their
Agreement, Purchaser acknowledges that neither Seller nor any agent, attorney,
employee or representative of Seller has made any representations as to the
physical nature or condition of the Property.
6.4 Survival. All of the representations, warranties and covenants made
by Seller in Section 6.2 and elsewhere in this Agreement shall survive Closing
for a period of one (1) year, except for the environmental representations,
warranties and covenants which shall survive indefinitely. Unless Purchaser
delivers notice to Seller of a breach of representation, warranty or covenant
contained in Section 6.1 or elsewhere in this Agreement (other than a matter
which relates to an environmental representation or warranty) within one (1)
year of the date of Closing, the representation, warranty or covenant shall be
of no further force or effect. Notwithstanding the foregoing, the covenants of
general warranty contained in Seller's deed shall survive indefinitely.
Section 7. Closing and Transfer of Title.
7.1 Closing. The parties agree to consummate this purchase and sale and
the transactions contemplated hereby ("Closing") on May 1, 1996, at 2:00 p.m.
Eastern Standard Time, in the offices of the Title Company in Dayton, Ohio, or
at such other date and time as may be agreed upon by the parties. Purchaser and
Seller agree to work toward an earlier Closing if conditions precedent to
Closing can be reasonably accomplished by such earlier date.
7.2 Seller's Documents; Other Deliveries. At Closing, Seller shall
execute and/or deliver to Purchaser the following:
7.2.1 A limited warranty deed to the Premises in accordance with
Section 4.1, conveying marketable title in recordable form to the Premises to
Purchaser (or its nominee) free, clear and unencumbered, subject, however, to
the Permitted Exceptions.
7.2.2 A Bill of Sale with full warranties of title, conveying the
Personal Property to Purchaser.
7.2.3 An assignment of all warranties and guarantees with respect
to the Property.
7.2.4 An assignment of all leases and rental agreements concerning
the Property or any portion thereof.
7.2.5 Releases of all mortgages liens which are liens against the
Premises.
7.2.6 All other documents and instruments referred to in this
Agreement which are to be delivered to Purchaser.
7.2.7 An assignment of all permits, licenses and certificates and
authority granted to Seller for the ownership occupation and operation of the
Property.
7.2.8 All of the Personal Property.
7.2.9 Documents satisfactory to Purchaser and the Title Company,
indemnifying Purchaser and the Title Company from all liability and expense,
including attorneys' fees, in connection with unfiled mechanics' liens in the
event of any work being completed or performed, or material being furnished, at,
on, or about the Property within ninety (90) days of the date of Closing.
7.2.10 The originals of all blueprints, construction plans,
specifications and plats for all of the Improvements or Seller's rights to any
of the foregoing that are held by third parties, if available.
7.2.11 An owner's affidavit as to mechanics' liens, persons in
possession of the Premises, unrecorded agreements, and such other matters
required by the Title Company as a condition to its deletion of the printed
General Exceptions relating to such matters from the title policy.
7.2.12 All consents that may be required from any third person or
entity in connection with the sale of the Property.
7.2.13 Such evidence of Seller's due authorization of this
agreement and the transactions as contemplated hereby in form and substance as
shall comply with the requirements forth in Section 6.1.6.
7.2.14 Such other documents or instruments as may be reasonably
required by Purchaser, required by other provisions of this Agreement, or as may
be reasonably necessary to effectuate Closing, including, but not limited to, a
closing statement and affidavit of non-foreign status. All of the documents and
instruments to be delivered by Seller shall be in form and substance reasonably
satisfactory to counsel for Purchaser.
7.3. Purchaser's Documents. At Closing, Purchaser shall execute and/or
deliver to Seller the following documents:
7.3.1 An assignment of leases and rental agreements, as described
in 7.2.4 hereof, and which shall include Purchaser's assumption of the
obligations of the Lessor thereunder.
7.3.2 Such other documents and instruments as Seller or the Title
Company shall reasonably request in order to consummate this transaction, or as
may be reasonably necessary to effectuate Closing, including, but not limited
to, a closing statement.
Section 8. Possession.
Seller shall deliver possession of the Property to Purchaser at Closing.
Section 9. Prorations and Expenses.
9.1 Proration of Real Estate Taxes and Assessments. At or prior to
Closing, Seller shall pay all real estate taxes and assessments on the Property,
including all penalties, which become due and payable prior to the date of
Closing. The Seller shall be responsible for payment of the December, 1995
installment of real estate taxes and assessments, for which bills have not yet
been issued, but which are due. The June, 1996 installment of real estate taxes
(due and payable in approximately July, 1996) and assessments which are a lien
for the year in which the Closing occurs shall be prorated as of the date of
Closing, based upon the most recent tax bills issued by the Treasurer of Greene
County, Ohio, in accordance with the so-called "short form" method of proration
(as is the customer for property located in Montgomery County, Ohio). Purchaser
shall pay the June, 1996 installment of real estate taxes and all installments
thereafter. In the proration herein provided, appropriate adjustments shall be
made to account for any portion of such real estate tax proration which is
pursuant to lease or rental agreement to be paid by tenants of the Property.
9.2 Utility Expenses. Final reading on all gas, water and electric
meters shall be made as of the date of Closing, if possible. Seller shall be
responsible for all charges for consumption of utilities prior to the date of
Closing and Purchaser shall be responsible for utility charges from and after
the date of Closing. Any deposits made by Seller with utility companies shall
be returned to Seller. Purchaser shall be responsible for making all
arrangements for the continuation of utility services.
9.3 Rent; Other Income and Expenses. The parties will prorate, as of the
date of Closing, any miscellaneous income and expenses related to the Property,
including, but not limited to, rents and other amounts due under any leases
affecting the property.
9.4 Security Deposits. Seller shall turn over to Purchaser all security
deposits which Seller holds in connection with the Property at Closing, and
Purchaser shall thereafter be responsible therefor and shall indemnify and hold
Seller harmless in connection therewith.
9.5 Estimates. All items that are not subject to an exact determination
shall be estimated by the parties. When any item so estimated is capable of
exact determination after Closing, the party in possession of the facts
necessary to make the determination shall send the other party a detailed report
on the exact determination and the parties shall adjust the prior estimate
within ten (10) days after both parties have received the reports. Either party
will be entitled, at its expense, to audit the records supporting the
determination made. All prorations shall be made as of 11:59 p.m. on the day
prior to the date of Closing. In all events, any adjustment which is to be made
shall be made not later than 60 days after the Closing Date. If the adjustment
is not capable of being made within such 60-day period, the estimate utilized at
closing adjusted for any information learned during the 60-day period shall be
conclusively deemed to be the final and correct determination of such matter as
between the parties hereto. Purchaser and Seller agree to use reasonable and
good faith efforts to obtain all information necessary to make final
determinations within the 60-day time period provided hereby and to disclose any
such information as and when learned promptly to the other party.
Section 10. Condemnation or Casualty.
10.1 Condemnation. If between the date of this Agreement and the date of
Closing all or any portion of the Property is taken or is made subject to
condemnation, eminent domain or other governmental or quasi-governmental
acquisition proceedings, then the following provisions shall apply. In the
event Seller receives a written notice from any governmental or quasi-
governmental authority with powers of eminent domain to the effect that a
condemnation as to any portion or all of the Property is pending or
contemplated, Seller shall notify Purchaser promptly after receipt of the
notice. If the proposed or pending condemnation is one that could reasonably be
expected to render any portion of the Premises untenantable, then Purchaser may,
upon receipt of notice of the event, cancel this Agreement at any time prior to
Closing, in which event neither party shall have any further rights or
obligations under this Agreement other than those rights and/or obligations
which are expressly stated to survive expiration or termination of this
Agreement. In the event that Purchaser shall not elect to terminate, then this
Agreement shall remain in full force and effect, and Seller shall be entitled to
all monies received or collected prior to the Closing by reason of the
condemnation. In that event, this transaction shall close in accordance with
the terms and conditions of this Agreement except that there will be an
abatement of the Purchase Price equal to the amount of the gross proceeds
received by Seller, less reasonable out-of-pocket costs and reasonable
attorneys' fees expended by Seller. If, however, Seller has not received any
proceeds by reason of such condemnation prior to the Closing and Purchaser does
not elect to terminate Purchaser's obligations under this Agreement, then the
Closing shall take place without abatement of the Purchase Price, and Seller
shall assign and transfer to Purchaser at Closing by written instrument all of
Seller's right, title and interest in any condemnation awards, less, however,
the amount required to reimburse Seller for any of the out-of-pocket costs and
reasonable attorneys' fees expended by Seller prior to the date of Closing.
10.2 Casualty. In the event of substantial loss or damage to the
Property prior to the Closing by fire or other casualty, Purchaser may, at any
time after receipt of notice or knowledge of that event, cancel this Agreement,
in which event neither party shall have any further rights or obligations under
this Agreement other than those rights and/or obligations which are expressly
stated to survive expiration or termination of this Agreement. In the event
that Purchaser shall not elect to terminate, or if the loss or damage is not
"substantial," then this Agreement shall remain in full force and effect and
Purchaser shall proceed to close and take the Property as damaged, in which
event Purchaser shall be entitled to receive the insurance proceeds payable on
account of such loss or damage plus a credit against the purchase price equal to
the amount of any deductible, co-insurance or self insurance carried by Seller,
so that Purchaser shall receive, in effect, the full replacement cost of the
loss or damage, as the cost is determined in the settlement with the insurer, or
if there be no insurer, then based upon the actual costs or reasonable estimates
of actual costs, as the parties shall reasonably agree, to completely and fully
repair and replace such loss or damage. Seller and Purchaser shall each be
entitled to participate in the settlement. As used in this Section 10.2, the
term "substantial loss or damage" means any loss or damage resulting to the
Property which the parties reasonably estimate will cost $100,000 or more to
repair or restore.
Section 12. Default.
If the closing is not concluded due to failure of Purchaser to perform its
obligations under this Agreement, Seller may terminate this Agreement by written
notice to Purchaser, after which neither party shall have any further rights or
obligations under this Agreement other than such rights or obligations that are
expressly stated to survive consummation or termination of this Agreement.
If the closing is not concluded due to failure of Seller to perform its
obligations under this Agreement, Purchaser, at its option, may (a) elect to
enforce the terms of this Agreement by action for specific performance or (b)
terminate this Agreement by written notice to Seller, after which neither party
shall have any further rights or obligations under this Agreement other than
such rights or obligations that are expressly stated to survive consummation or
termination of this Agreement.
Section 13. Broker.
13.1 Each party represents and warrants to the other that it has dealt
with no agent or broker who has in any way participated in the sale of the
Property other than Miller-Valentine Realty, Inc. Seller agrees to pay the
brokerage commission due Miller-Valentine Realty, Inc. Any other fees or
commissions that may be claimed shall be the sole responsibility of the party
breaching the preceding warranty. Each party agrees to indemnify and hold
harmless the other against any and all claims, judgments, costs of suit,
attorneys' fees and other reasonable expenses that the other may incur by reason
of any action or claim made against the other by any agent, advisor or
intermediary appointed by or instructed by Seller or Purchaser as the case may
be, arising out of this Agreement or sale of the Property to Purchaser. The
foregoing indemnity shall survive Closing and delivery of the deed.
Section 14. Binding Effect/Assignment.
14.1 This Agreement shall be binding upon and shall insure to the benefit
of the parties and their respective heirs, personal representatives, successors
and assigns.
14.2 This Agreement may be assigned by Purchaser to any entity affiliated
with the Miller-Valentine Group.
Section 15. Notices.
15.1 All notices permitted or required under this Agreement shall be in
writing, and shall be deemed properly delivered when deposited in the United
States regular mail, postage prepaid, addressed to the parties at their
respective addresses set forth below or as they may otherwise specify by written
notice delivered in accordance with this Section:
As to Purchaser: Miller-Valentine Realty, Inc.
4000 Miller-Valentine Court
Dayton, Ohio 45439
Attention: Vern Oakley
As to Seller: Angeles Partners XIV
c/o Insignia Financial Group, Inc.
One Insignia Financial Plaza
P. O. Box 1089
Greenville, South Carolina 29602
Attention: John C. LeBeau
Section 16. Expenses.
16.1 Seller shall pay for any transfer tax and conveyance fee in
connection with recording the deed in connection with the sale of the Premises
and costs of obtaining the survey required hereby. Purchaser shall pay all
costs, fees and premiums of the Commitment, environmental assessment, and Title
Policy. Purchaser shall pay recording charges for the deed and any mortgages
Purchaser may place upon the Premises. Each party shall pay for its own legal
and accounting fees and incidental expenses.
Section 17. Miscellaneous.
17.1 Gender. Words of any gender used in this Agreement shall be held
and construed to include any other gender, any words in the singular number
shall be held to include the plural, and vice versa, unless the contest requires
otherwise.
17.2 Captions. The captions in this Agreement are inserted only for the
purpose of convenient reference and in no way define, limit, or prescribe the
scope or intent of this Agreement or any part of this Agreement.
17.3 Construction. No provisions of this Agreement shall be construed by
any Court or other judicial authority against any party by reason of that
party's being deemed to have drafted or structured the provisions.
17.4 Entire Agreement. This Agreement constitutes the entire contract
between the parties and supersedes all prior understandings, if any, there being
no other oral or written promises, conditions, representations, understandings
or terms of any kind as conditions or inducements to the execution of this
Agreement and none have been relied upon by either party. Any subsequent
conditions, representations, warranties or agreements shall not be valid and
binding upon the parties unless in writing and signed by both parties.
17.5 Time of Essence. Time is of the essence in this transaction.
17.6 Governing Law. This Agreement shall be construed, and the rights
and obligations of Seller and Purchaser shall be determined, in accordance with
the laws of the State of Ohio.
17.7 Date of Agreement, Counterparts. The date of this Agreement shall
be the date on which the last of Purchaser or Seller shall execute this
Agreement. This Agreement may be executed in counterparts each of which shall
constitute an original but all of which taken together shall constitute one and
the same instrument.
WITNESS the execution hereof effective as of the date first above written.
PURCHASER
MILLER VALENTINE REALTY, INC.
By: /s/ James M. Miller
Its: Chief Executive Officer
Date: March 6, 1996
SELLER:
ANGELES PARTNERS XIV, a California partnership
By: ANGELES REALTY CORPORATION II,
its general partner
By: /s/ Robert D. Long, Jr.
Its: Vice President/CAO
Date:
EXHIBIT A
Project 52
Situate in the Township of Beavercreek, County of
Greene, State of Ohio, and being Lot numbered (1A)
Replat Beavercreek Business Center, as recorded in Plat
Book 21, pages 10 and 11 of the plat records of Greene
County, Ohio.
ASSIGNMENT OF PURCHASE CONTRACT
(Project 52)
For value received, Miller Valentine Realty, Inc. hereby assigns to Mid-
States Development Company, an Ohio general partnership, all of its right, title
and interest in and to that certain Purchase Agreement RE: Project 52 dated
March 20, 1996 (Purchase Agreement), wherein Angeles Partners XIV is the Seller
and Miller Valentine Realty, Inc. is the Purchaser.
Mid-States Development Company hereby assumes and agrees to perform all of
the obligations of Miller Valentine Realty, Inc. under said Purchase Agreement.
MID-STATES DEVELOPMENT COMPANY MILLER VALENTINE REALTY, INC.
By: /s/ William J. Schneider By: /s/ James M. Miller
Its: General Partner Its: Chief Executive Officer
Date: April 4, 1996 Date: April 4, 1996
ASSIGNMENT OF PERMITS, ETC.
(Project 52)
(Per Section 7.2.7)
ANGELES PARTNERS XIV, a California limited partnership ("Assignor), for
Ten Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, hereby transfers, assigns and
conveys unto MID-STATES DEVELOPMENT COMPANY, an Ohio general partnership
("Assignee") all of its right, title and interest in and to any and all permits,
licenses and certificates and other authority granted to Assignor related to, or
granted, held or possessed in connection with or arising out of the ownership,
occupation and operation of that certain commercial property being sold to
Assignor to Assignee pursuant to that certain Purchase Agreement dated
_________________, 1996, as assigned, and which is located in Greene County,
Ohio as more fully described on Exhibit A attached hereto and incorporated by
reference herein, to the full extent that any such permit, license, certificate
or authority is assignable or transferable by Assignor.
IN WITNESS WHEREOF, the Assignor has executed the within Assignment this
______ day of ______________________, 1996.
ANGELES PARTNERS XIV, a California
limited partnership
By: Angeles Realty Corporation II,
general partner of Angeles
Partners XIV
By:
Its:
EXHIBIT B
LEASES
Tenant Security Deposit
1.
ASSIGNMENT AND ASSUMPTION OF LEASES
AND SECURITY DEPOSITS (Project 52)
(Per Section 7.2.4 and 7.3.2)
For Ten Dollars ($10.00) and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned,
ANGELES PARTNERS XIV, a California limited partnership (the "Assignor"), hereby
transfers, conveys and assigns unto MID-STATES DEVELOPMENT COMPANY, an Ohio
general partnership (the "Assignee"), all of the right, title and interest of
the Assignor in and to all tenant leases currently in force and effect between
the Assignor and tenants of that certain commercial property (more fully
described on Exhibit A attached hereto) being sold by Assignor to Assignee as of
the date hereof and commonly referred to as located at 3904 Image Drive,
Vandalia, Ohio (the "Leases") and security deposits paid to Assignor by Tenants
under the Leases, as of the date hereof. A description of the Leases and the
amount of security deposits paid to Assignor pursuant to such Leases are shown
on Exhibit "B" attached hereto and incorporated herein by reference.
Assignee hereby assumes the obligations of Assignor under the Leases,
including the obligations with respect to the security deposits being
transferred herein.
IN WITNESS WHEREOF, the Assignor and Assignee have executed the within
Assignment and Assumption of Leases and Security Deposits effective as of this
_______ day of ________________, 1996.
MID-STATES DEVELOPMENT COMPANY ANGELES PARTNERS XIV,
a California limited partnership
By: By: Angeles Realty Corporation,
II, general partner of
Its General Partner Angeles Partners XIV
Date:
By:
Its:
Date:
ASSIGNMENT OF WARRANTIES
(Project 52)
(Per Section 7.2.3)
Angeles Partners XIV, a California limited partnership (the "Assignor")
for Ten Dollars ($10.00) and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, hereby transfers, assigns and
conveys unto MID-STATES DEVELOPMENT COMPANY, an Ohio general partnership, (the
"Assignee") all of its right, title and interest in and to any warranty or
guaranty given by any person, partnership, corporation or other entity in
connection with, or related to, work or labor performed, materials supplied, or
property of any type delivered to or in connection with that certain commercial
property being sold by Assignor to Assignee pursuant to that certain Purchase
Agreement dated _____________________, 1996, as assigned, and which is located
in Montgomery County, Ohio as more particularly described on Exhibit A attached
hereto and incorporated by reference herein to the full extent that any such
warranty or guaranty is assignable or transferable by Assignor.
IN WITNESS WHEREOF, the Assignor has executed the within Assignment this
______ day of ____________________, 1996.
ANGELES PARTNERS XIV, a California
limited partnership
By: Angeles Realty Corporation II,
general partner of Angeles
Partners XIV
By:
Its:
EXHIBIT B
LEASES
Tenant Security Deposit
1. Lytton, Inc.
(expires __________________)
BILL OF SALE (Project 52)
(Per Section 7.2.2)
In consideration for Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
ANGELES PARTNERS XIV, a California limited partnership (the Seller ) hereby
grants, bargains, sells and conveys to MID-STATES DEVELOPMENT COMPANY, an Ohio
general partnership (the Purchaser ) all of the right, title and interest of
the Seller in and to all of the Personal Property (as defined in that certain
Purchase Agreement between Seller and Purchaser dated _____________________,
1996), owned by the Seller and located at, or used in connection with certain
commercial property being sold by Seller to Purchaser pursuant to said Purchase
Agreement located in Montgomery County, Ohio, which commercial property is more
particularly described on Exhibit A attached hereto and incorporated herein by
reference, and which is commonly referred to as located at 2152 - 2162 Heller
Lane, Beavercreek, Ohio.
The Personal Property referenced herein is being sold and conveyed in its
as is condition with no warranties or representations of any kind being given
by Seller to Purchaser in connection therewith, including any warranty of
merchantability or fitness for a particular or intended purpose.
IN WITNESS WHEREOF, the Seller has executed this Bill of Sale and
Assignment effective as of this _____ day of _________________, 1996.
ANGELES PARTNERS XIV,
a California Limited Partnership
By: Angeles Realty Corporation, II,
General Partner of Angeles Partners XIV
By:_________________________________
LIMITED WARRANTY DEED
(Project 52)
ANGELES PARTNERS XIV, a California limited partnership, having an address
of c/o Insignia Financial Group, Inc., One Insignia Financial Plaza, P. O. Box
1089, Greenville, South Carolina, for valuable consideration paid, grants, with
limited warranty covenants, to MID-STATES DEVELOPMENT COMPANY, an Ohio general
partnership, 4000 Miller-Valentine Court, P.O. Box 744, Dayton, Ohio 45401, the
following real property:
Situated in the State of Ohio, County of Greene, and in the Township
of Beavercreek, and which is more fully described on Exhibit A
attached hereto and made a part hereof.
Prior instrument references: O.R. Vol. 273, p. 174.
This conveyance is made subject to all legal highways and easements, all
restrictions, conditions and covenants of record, all zoning restrictions, and
all taxes and assessments not yet payable.
WITNESS its hand this ______ day of _____________________, 1996.
Signed and acknowledged
in the presence of: ANGELES PARTNERS XIV, a California
limited partnership
______________________________ By: Angeles Realty Corporation II,
General Partner of Angeles Partners XIV
______________________________
(Print Name) By:______________________________
______________________________ Its:______________________________
____________________________
(Print Name)
STATE OF SOUTH CAROLINA )
) SS:
COUNTY OF GREENVILLE )
The foregoing deed was acknowledged before me this _____ day of _________,
1996 by _________________________________________, the ___________________ of
Angeles Realty Corporation II, a California corporation and general partner of
Angeles Partners XIV, a California limited partnership, on behalf of said
corporation and limited partnership, to be its and their voluntary act and deed.
This documents prepared by: __________________________________
Edward H. Siddens Notary Public
Attorney at Law ____________________________________
400 National City Center Commission Expiration Date
Dayton, Ohio 45402 __________________________________
