SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) June 27, 1997
PaineWebber Income Properties Seven Limited Partnership
(Exact name of registrant as specified in its charter)
Delaware 0-15037 04-2870345
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(State or other jurisdiction) (Commission (IRS Employer
of incorporation File Number) Identification No.)
265 Franklin Street, Boston, Massachusetts 02110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-8118
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(Former name or address, if changed since last report)
<PAGE>
FORM 8-K
CURRENT REPORT
PAINE WEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP
ITEM 2 - Disposition of Assets
The Hunt Club Apartments, Seattle, Washington and Marina Club Apartments,
Des Moines, Washington
Disposition Date - June 27, 1997
On June 27, 1997, HMF Associates, a joint venture (the "Venture") in
which Paine Webber Income Properties Seven Limited Partnership ("the
Partnership") has an interest, sold the properties known as The Hunt Club
Apartments located in Seattle, Washington and Marina Club Apartments located in
Des Moines, Washington to an unrelated third party for approximately $5.3
million and $3.1 million, respectively. The Partnership received net proceeds of
approximately $288,000 in connection with the sale of these two assets in
accordance with a discounted mortgage loan payoff agreement reached with the
lender in April 1997. The third property owned by the Venture, The Enchanted
Woods Apartments located in Federal Way, Washington, had been under contract for
sale to the same buyer that purchased The Hunt Club and Marina Club properties.
However, the buyer subsequently withdrew the offer to purchase Enchanted Woods.
As discussed further in the Partnership's Quarterly Report for the
period ended March 31, 1997, despite the successful lease-up of all three
properties owned by the Venture following the completion of the construction
related repairs, the net operating income from the properties was not sufficient
to fully cover the interest accruing on the outstanding debt obligations which
matured on June 1, 1997 and July 1, 1997. As a result, the total obligation due
to the mortgage lender had continued to increase. Furthermore, the aggregate
estimated fair value of the operating investment properties was substantially
lower than the outstanding obligations to the first mortgage holder. In April
1997, the lender agreed to a modification agreement which provided the Venture
with an opportunity to complete a sale transaction prior to the loan maturity
dates. Under the terms of the agreement, the Partnership and the co-venture
partner could qualify to receive a nominal payment from the sales proceeds at a
specified level if a sale was completed by June 30, 1997 and certain other
conditions were met. In May 1997, the agreement with the lender was modified to
reflect the terms and conditions of a sale involving only the Hunt Club and
Marina Club properties. The June 27, 1997 sale satisfied the conditions in the
loan modification agreement which allowed the Partnership and the co-venturer to
receive a nominal payment from the net proceeds of the sale transaction. The
Venture has also obtained a four-month extension from the lender of the
discounted loan payoff agreement with respect to the Enchanted Woods Apartments,
and, in July 1997, entered into an agreement with another third-party
prospective buyer for the possible sale of this remaining asset. As with the
recently completed transaction, if this sale were to close prior to October 31,
1997 and the required conditions were met, the Partnership and the co-venturer
could end up receiving a nominal amount from the proceeds of the sale
transaction. However, the sale remains subject to, among other things, the
satisfactory completion of the buyer's due diligence. Accordingly, there are no
assurances that the transaction will be consummated. In any event, it is likely
that ownership title to the Enchanted Woods Apartments will be transferred
either by a sale or a foreclosure action prior to the end of calendar 1997.
The Partnership had a large negative carrying value for its investment
in HMF Associates as of March 31, 1997 because prior year equity method losses
and distributions have exceeded the Partnership's investments in the venture.
Consequently, the Partnership will recognize a net gain on the sale of the Hunt
Club and Marina Club properties which will be reflected in the Partnership's
Quarterly Report for the period ended June 30, 1997. An additional net gain will
be realized upon the ultimate sale or foreclosure of the Enchanted Woods
Apartments.
<PAGE>
FORM 8-K
CURRENT REPORT
PAINE WEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP
ITEM 7 - Financial Statements and Exhibits
(a) Financial Statements: None
(b) Exhibits:
(1) Purchase and Sale Agreement between HMF Associates and Randall Realty
Corp., dated April 25, 1997
(2) First Amendment to Purchase and Sale Agreement between HMF Associates and
Randall Realty Corp., dated May 23, 1997
(3) Loan Payoff Agreement between HMF Associates and St Paul Federal Bank dated
May 23, 1997
(4) Statutory Warranty Deed between HMF Associates and Hunt Club - 130 L.L.C.
dated June 27, 1997
(5) General Assignment between HMF Associates and Hunt Club - 130 L.L.C. dated
June 27, 1997
(6) Assignment of Leases between HMF Associates and Hunt Club - 130 L.L.C.
dated June 27, 1997
(7) Bill of Sale between HMF Associates and Hunt Club - 130 L.L.C. dated June
27, 1997
(8) Closing Statement between HMF Associates and Hunt Club - 130 L.L.C. dated
June 27, 1997
(9) Statutory Warranty Deed between HMF Associates and Marina Club - 77 L.L.C.
dated June 27, 1997
(10) General Assignment between HMF Associates and Marina Club - 77 L.L.C. dated
June 27, 1997
(11) Assignment of Leases between HMF Associates and Marina Club - 77 L.L.C.
dated June 27, 1997
(12) Bill of Sale between HMF Associates and Marina Club - 77 L.L.C. dated June
27, 1997
(13) Closing Statement between HMF Associates and Marina Club - 77 L.L.C dated
June 27, 1997
<PAGE>
FORM 8-K
CURRENT REPORT
PAINE WEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
PAINE WEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP
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(Registrant)
By: /s/ Walter V. Arnold
--------------------
Walter V. Arnold
Senior Vice President and
Chief Financial Officer
Date: July 15, 1997
<PAGE>
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this Agreement") is entered into as
of this 25th day of April, 1997, by and between HMF ASSOCIATES, a California
general partnership ("Seller"), and RANDALL REALTY CORP., an Oregon corporation
("Buyer").
RECITALS
A. Seller is the owner of certain real property located in the County
of King, State of Washington, consisting of three apartment projects which are
commonly known as (i) Marina Club Apartments ("Marina Club"), which is located
at 2445 S. 222nd Street, Des Moines, Washington, on real property described in
Exhibit A-1 attached hereto and incorporated herein, (ii) Enchanted Woods
Apartments ("Enchanted Woods"), which is located at 2020 South 360th Street,
Federal Way, Washington, on real property described in Exhibit A-2 attached
hereto and incorporated herein, and (iii) The Hunt Club Apartments ("The Hunt
Club"), which is located at 3726 South 180th Street, Seattle, Washington, on
real property described in Exhibit A-3 attached hereto and incorporated herein
(collectively with all buildings and improvements located thereon, the "Real
Property").
B. Buyer desires to purchase the Property (as defined below), and
Seller desires to sell the Property on the terms and
conditions set forth in this Agreement.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Definitions.
As used in this Agreement the following terms shall have the meanings
set forth below:
"Agreement" is defined in the preamble of this Agreement.
"Approved Exceptions" is defined in Section 9(b) of this Agreement.
"Buyer" is defined in the preamble of this Agreement.
"Close of Escrow" is defined in Section 16(d) of this Agreement.
"Closing Date" is defined in Section 16(d) of this Agreement.
"Deed" is defined in Section 16(b)(i) of this Agreement.
"Disapproved Exception" is defined in Section 9(c) of this Agreement.
"Due Diligence Period" is defined in Section 5 of this Agreement.
"Earnest Money Deposit" is defined in Section 3(a) of this Agreement.
"Enchanted Woods" is defined in Recital A of this Agreement.
"Escrow" is defined in Section 4 of this Agreement.
"Escrow Agent" is defined in Section 4 of this Agreement.
"Exception" and "Exceptions" are defined in Section 9(b) of this
Agreement.
"Financing Contingency Period" is defined in Section 8 of this
Agreement.
"Exchange Property" is defined in Section 33 of this Agreement.
"FIRPTA Affidavit" is defined in Section 16(b)(ii) of this Agreement.
"Hazardous Materials" means oil and other petroleum products, flammable
explosives, asbestos, urea formaldehyde insulation, radioactive materials,
hazardous wastes, toxic or contaminated substances or similar materials,
including, without limitation, any substances which are "hazardous substances,"
"hazardous wastes, " hazardous materials, " or "toxic substances " under any
past, present or future state or federal law, ordinance or regulation.
"Marina Club" is defined in Recital A of this Agreement.
"Minimal Destruction" is defined in Section 19(a) of this Agreement.
"Notice of Satisfaction of Due Diligence" is a notice in the form of
Exhibit B attached hereto.
"Notice of Satisfaction of Financing Contingency" is a notice in the
form of Exhibit C attached hereto.
"Operating Statements" is defined in Section 5(b)(ii) of this Agreement.
"Personal Property" shall mean all furniture, fixtures and equipment
owned by Seller which is located on the Real Property and is used in connection
with the operation and maintenance of the Real Property.
"Preliminary Title Reports" is defined in Section 9(a)of this Agreement.
"Prevailing Party" is defined in Section 22 of this Agreement.
"Property" shall mean collectively the Real Property; all of Seller's
right, title and interest in all other intangible rights, titles, interests,
privileges and appurtenances of Seller related to or used in connection with the
operation and ownership of the Real Property; and the Personal Property.
"Purchase Price" is defined in Section 3 of this Agreement.
"Real Property" is defined in Recital A of this Agreement.
"Rent Roll" is defined in Section 5(b)(i) of this Agreement.
"Seller" is defined in the preamble of this Agreement.
"Seller's Current Actual Knowledge" shall mean matters of which
Seller's Representative is actually aware without undertaking any investigation
or inquiry whatsoever.
"Seller's Representative" shall mean Rock D'Errico, Vice President of
Seventh Income Properties, Inc., general partner of PaineWebber Income
Properties Seven Limited Partnership, a general partner of Seller.
"Significant Destruction" is defined in Section 19(b) of this Agreement.
"Surveys" is defined in Section 9(a) of this Agreement.
"The Hunt Club" is defined in Recital A of this Agreement.
"Title Policy" is defined in Section 9(d) of this Agreement.
2. Purchase and Sale. Seller agrees to sell and Buyer agrees to purchase
the Property, subject to the terms and conditions in this Agreement.
3. Purchase Price. The purchase price for the Property shall be
Seventeen Million Three Hundred Thousand Dollars ($17,300,000.00) ("Purchase
Price"). The Purchase Price shall be payable as follows:
(a) Buyer shall deposit the sum of One Hundred Thousand Dollars
($100,000.00) (the "Earnest Money Deposit") in cash or by cashier's check into
Escrow in an interest-bearing account at Escrow Agent within three business (3)
days of the date of this Agreement. If Buyer fails to deposit the Earnest Money
Deposit into Escrow, this Agreement shall terminate, and neither party shall
have any further rights or obligations hereunder (other than Buyer's indemnity
obligations under Section 10 below). The Earnest Money Deposit together with any
interest earned thereon shall be applied to the Purchase Price at Close of
Escrow.
(b) At or prior to the Close of Escrow (as defined below), Buyer shall
deposit the additional sum of Seventeen Million Two Hundred Thousand Dollars
($17,200,000.00) less the amount of interest earned on the Earnest Money Deposit
in cash into Escrow at the Escrow Agent.
4. Escrow. Concurrently with the execution of this Agreement by both
parties Buyer and Seller shall establish an escrow (the "Escrow") at Chicago
Title Insurance Company ("Escrow Agent"), subject to the provisions of the
standard conditions for acceptance of Escrow and the terms and conditions in
this Agreement.
5. Due Diligence Review. During the period (the "Due Diligence Period")
commencing on the date of this Agreement and ending on the thirtieth (30th) day
following the date of this Agreement (or such later date as to which the last
day of the Due Diligence Period may be extended pursuant to Section 9(a) below),
Buyer, at its sole cost and expense, shall have the right to conduct an
investigation and review of the Property in order to satisfy itself as to the
physical condition of the Real Property (including, without limitation, the
physical condition of the Real Property as it relates to Hazardous Materials).
(a) Buyer agrees to conduct its investigation and review of the Property
in accordance with the following procedures:
(i) No test or investigation involving physical disturbance of any
portion of the Real Property shall be conducted without Seller's prior written
approval of the specific test or investigation.
(ii) Buyer shall exercise due care in inspecting and testing the Real
Property and shall perform all such inspection and testing in a professional
manner so as to minimize damage or disruption of the Real Property.
(iii) Buyer agrees to promptly pay all costs associated with its review
and investigation and not to permit any lien or encumbrance to be asserted
against the Real Property in connection with such review and investigation.
(iv) Buyer shall, at its expense, repair any damage to the Real Property
caused by the performance of its review and investigation.
(b) Seller has delivered to Buyer the following items relating to the
Property:
(i) Rent Roll. A separate rent roll (collectively, the "Rent Roll") for
each apartment project showing the name of each tenant of the Property, the
rental due under each such tenant's lease, the expiration date of each lease or
rental agreement, the size of each unit, and all advance rentals and security
deposits, if any, held by Seller or the management company for the Property with
respect to each such tenant's lease or rental agreement;
(ii) Operating Statements. Statements (the "Operating Statements")
prepared by management company for the Property showing operating income and
expenses for the Property for fiscal years 1994, 1995 and 1996. Seller's fiscal
year runs from October 1st through September 30th;
(iii) Personal Property Inventory. An inventory of the Personal Property
for each apartment project; and
(iv) Inspection Reports. Copies of any and all building inspection
reports, environmental assessments, plans and specifications, permits, consents
and approvals relating to the Property which are currently in Seller's
possession or the possession of the management company for the Property.
6. Satisfaction of Due Diligence/Termination.
(a) Satisfaction of Due Diligence. In the event that Buyer elects to
purchase the Property, at any time during the Due Diligence Period Buyer shall
deliver to Seller an executed and dated Notice of Satisfaction of Due Diligence
in the form of Exhibit B, in which event the Earnest Money Deposit shall become
non-refundable, subject to Buyer's right to terminate this Agreement pursuant to
Section 8 below if Buyer is unable to obtain a commitment or commitments for
financing prior to the end of the Financing Contingency Period.
(b) Termination. Buyer shall have the right to terminate this Agreement
for any reason during the Due Diligence Period, in Buyer's sole and absolute
discretion, by delivery to Seller at any time during the Due Diligence Period of
written notice to such effect, the Earnest Money Deposit and any interest earned
thereon shall be returned to Buyer, and neither party shall have any further
rights or obligations hereunder (other than Buyer's indemnity obligations under
Section 10 below).
If prior to the end of the Due Diligence Period Buyer fails to deliver
to Seller either the Notice of Satisfaction of Due Diligence or written notice
terminating this Agreement, this Agreement shall be deemed to have been
terminated, the Earnest Money Deposit shall be returned to Buyer, and neither
party shall have any further rights or obligations hereunder (other than Buyer's
indemnity obligations under Section 10 below).
7. Acknowledgment. Buyer acknowledges that Buyer is purchasing the
Property "as is" and "where is" and solely in reliance on Buyer's own
investigation, and, that except as set forth in Section 11 below, no
representations or warranties of any nature whatsoever, express or implied, have
been made by Seller or its partners or any of their respective officers, agents
or employees with respect to any matter, fact or issue concerning the Property
or this transaction.
Buyer further acknowledges that Buyer is a sophisticated investor,
knowledgeable and experienced in the financial and business risks attendant to
investments in real property, is capable of evaluating the merits and risks of
an investment in the Property and has evaluated the merits and risks of making
an investment in the Property.
8. Financing Contingency. Promptly following execution of this
Agreement by both parties Buyer shall make a good faith effort to procure any
financing necessary to perform its obligations under this Agreement, and shall
pay all costs, fees and expenses necessary to obtain such financing.
If during the period (the "Financing Contingency Period") commencing on
the date of this Agreement and ending on the thirtieth (30th) day following the
date of this Agreement, Buyer obtains a commitment or commitments for financing
on terms satisfactory to Buyer, or if Buyer elects to waive the financing
contingency set forth in this Section 8, Buyer shall deliver to Seller an
executed and dated Notice of Satisfaction of Financing Contingency in the form
of Exhibit C, in which event the Earnest Money Deposit shall become
non-refundable.
If, notwithstanding a good faith effort, prior to the end of the
Financing Contingency Period Buyer is unable to obtain a commitment or
commitments for such financing and elects not to waive the financing contingency
Buyer shall deliver to Seller a written notice to such effect, the Earnest Money
Deposit and any interest earned thereon shall be returned to Buyer, and neither
party shall have any further rights or obligations hereunder (other than Buyer's
indemnity obligations under Section 10 below).
If prior to the end of the Financing Contingency Period Buyer fails to
deliver to Seller either the Notice of Satisfaction of Financing Contingency or
written notice terminating this Agreement, this Agreement shall be deemed to
have been terminated, the Earnest Money Deposit and any interest earned thereon
shall be returned to Buyer, and neither party shall have any further rights or
obligations hereunder (other than Buyer's indemnity obligations under Section 10
below).
9. Title.
(a) Prior to the date hereof, Seller has provided Buyer with
preliminary title reports for extended coverage title insurance (the
"Preliminary Title Reports"), together with copies of all documents relating to
title exceptions referred to in the Preliminary Title Reports. Seller shall
furnish Buyer with copies of the ALTA surveys of the Real Property which Seller
obtained when it acquired the Property not later than five (5) days following
the date of this Agreement. Buyer may elect, at Buyer's expense, to obtain new
ALTA surveys (or updated revisions of the existing ALTA surveys) of the Real
Property (the "Surveys") which meet all the Escrow Agent's requirements for
extended coverage title insurance.
(b) Buyer shall approve or disapprove the Surveys and each exception
shown in the Preliminary Title Report and each encroachment, overlap and any
other matter that affects title to the Real Property (each an "Exception" and
collectively, the "Exceptions") prior to the last day of the Due Diligence
Period. Buyer's failure to approve the Surveys or any Exception prior to the
last day of the Due Diligence Period shall be deemed to be an approval of the
Surveys or such Exception. The Exceptions approved by Buyer hereunder shall be
referred to as the "Approved Exceptions."
(c) If any Exception is disapproved (each, a "Disapproved Exception"),
Seller shall notify Buyer in writing within five (5) days of receipt of Buyer's
notice of Disapproved Exceptions which Disapproved Exceptions Seller will
attempt (but without any commitment to expend funds) to discharge, satisfy,
release or terminate. If Seller does not agree to attempt to discharge, satisfy,
release or terminate all Disapproved Exceptions, Buyer may elect to (i)
terminate this Agreement by written notice to Seller within five (5) days after
receipt of Seller's notice that it will not attempt to discharge, satisfy,
release or discharge all Disapproved Exceptions, in which event the Earnest
Money Deposit and any interest earned thereon shall be returned to Buyer, and
neither party shall have any further rights or obligations hereunder (other than
Buyer's indemnity obligations under Section 10 below) or to (ii) waive the
Disapproved Exception(s) that Seller will not attempt to discharge, satisfy,
release or remove. Seller shall have the unilateral right by notice in writing
given to Buyer to extend the Closing Date for a period of up to thirty (30) days
in order to cause the discharge, satisfaction, release or termination of a
Disapproved Exception. The period of such extension shall run concurrently with
the period of any other extension provided for in this Agreement. If Seller is
unable to obtain a discharge, satisfaction, release or termination of any
Disapproved Exception within the period(s) specified above, then this Agreement
shall automatically terminate ten (10) business days (i) after expiration of the
initial period or additional 30-day period, as applicable, for curing the
Disapproved Exception or (ii) after Seller advises Buyer in writing that Seller
is unable to cause such discharge, satisfaction, release or termination,
whichever occurs first, unless within such 10-business day period Buyer waives
in writing such Disapproved Exception, in which event such Disapproved Exception
shall be deemed an Approved Exception under this Agreement. If this Agreement
terminates pursuant to the foregoing sentence, then Seller shall pay all charges
of the Escrow Agent in connection with this transaction, and the parties shall
be relieved of all further obligations and liabilities to each other under this
Agreement except as otherwise provided herein, and all funds and documents
deposited with Escrow Agent shall be promptly refunded or returned by Escrow
Agent to the depositing party. Anything above to the contrary notwithstanding,
it is understood and agreed that Buyer's indemnity obligations under Section 10
below and the mutual indemnities under Section 20 below, shall not terminate
upon termination of this Agreement pursuant to this or any other provision
hereof.
(d) At Close of Escrow Seller shall cause Escrow Agent to issue an
Extended Coverage ALTA Owner's Policy of Title Insurance (the "Title Policy") in
the amount of the Purchase Price to Buyer, showing title vested in Buyer subject
only to a lien for real property taxes and assessments not then delinquent and
the Approved Exceptions. Seller shall pay the cost of the premium for an ALTA
owner's policy of title insurance. Buyer shall pay the additional premium(s) for
an extended coverage ALTA owner's policy of title insurance and for any title
insurance policy (including the cost of any endorsements required by the lender)
issued to the lender providing financing to Buyer to purchase the Property.
10. Access. Access to the Real Property during the period commencing on
the date of this Agreement and ending on the Closing Date shall be given to
Buyer, its agents, employees and contractors during normal business hours upon
at least two (2) business day's notice to Seller. Buyer shall indemnify and
defend Seller against and hold Seller harmless from all losses, costs, damages,
liabilities and expenses, including, without limitation, reasonable attorneys
fees, arising out of Buyer's entry onto the Real Property or any activity
thereon by Buyer or its agents, employees or contractors prior to the Close of
Escrow except to the extent any such losses, costs, damages, liabilities, and
expenses arise directly out of the negligence or willful acts of Seller. The
provisions of this section shall survive the Close of Escrow.
11. Representations and Warranties of Seller.
Seller hereby represents and warrants to Buyer that as of the date of
this Agreement and as of the Close of Escrow:
(a) Notices re Violations. To Seller's Current Actual Knowledge, Seller
has received no written notice, warning or notice of violation from any
governmental agency alleging that conditions on the Real Property are or have
been in violation of any laws, regulation or ordinances relating to the Real
Property.
(b) Power. Seller has the power, right and authority to enter into this
Agreement and the instruments referenced herein and to consummate the
transaction contemplated hereby, and each person signing this Agreement on
behalf of Seller has the authority to do so.
(c) Requisite Action. All requisite corporate and partnership action has
been taken by Seller in connection with the entering into this Agreement and the
instruments referenced herein and the consummation of the transaction
contemplated hereby.
(d) Leases. The Rent Roll is complete and accurate in all material
respects. Seller agrees to supplement the Rent Roll in the event that any lease
shown thereon is modified or any further lease is entered into after the date
hereof. Except for the leases, rental agreements and tenancies shown on the Rent
Roll, there are no other leases, rental agreements, tenancies or licenses
affecting the occupancy of the Property.
(e) No Breach. The execution, delivery and performance of this
Agreement by Seller (i) does not and will not breach any statute or regulation
of any governmental authority, including, but not limited to, applicable laws
and regulations, (ii) does not and will not conflict with or result in a breach
of or default under (A) any judicial or administrative order or decree, or (B)
the organizational documents of Seller, and (iii) does not and will not conflict
with or result in a breach of any condition or provision of, or constitute a
default under, or result in the acceleration of, or creation or imposition of
any lien, charge or encumbrance upon the Property, by reason of the terms of any
contract, mortgage, lien, agreement, indenture, instrument, decree or judgment
to which Seller is a party or which is or purports to be binding upon Seller or
which affects or purports to affect the Property.
(f) Eminent Domain. There is no existing or, to Seller's Current Actual
Knowledge, threatened eminent domain or similar
proceeding against the Property.
(g) Non-Foreign Person. Seller is not a foreign person or entity as
defined under FIRPTA.
Any claim with respect to the foregoing representations and warranties
must be made by Buyer in writing and delivered to Seller no later than six (6)
months after the Closing Date. If no claim is made in writing by Buyer within
the six (6) month period after the Closing Date, Seller shall have no further
liability with respect to the foregoing representations and warranties.
12. Representations and Warranties of Buyer.
Buyer hereby represents and warrants to Seller that as of the date of
this Agreement and as of the date of the Close of Escrow:
(a) Power. Buyer has the power, right and authority to enter into this
Agreement and the instruments referenced herein and to consummate the
transaction contemplated hereby, and each person signing this Agreement on
behalf of Buyer has the authority to do so.
(b) Requisite Action. All requisite corporate and partnership action has
been taken by Buyer in connection with the entering into this Agreement and the
instruments referenced herein and the consummation of the transaction
contemplated hereby.
(c) No Breach. The execution, delivery and performance of this
Agreement by Buyer (i) does not and will not breach any statute or regulation of
any governmental authority, including, but not limited to, applicable laws and
regulations, (ii) does not and will not conflict with or result in a breach of
or default under (A) any judicial or administrative order or decree, or (B) the
organizational documents of Buyer, and (iii) does not and will not conflict with
or result in a breach of any condition or provision of, or constitute a default
under, or result in the acceleration of, by reason of the terms of any contract,
mortgage, lien, agreement, indenture, instrument, decree or judgment to which
Buyer is a party or which is or purports to be binding upon Buyer.
Any claim with respect to the foregoing representations and warranties
must be made by Seller in a writing delivered to Buyer no later than six (6)
months after the Closing Date. If no claim is made in writing by Seller within
the six (6) month period after the Closing Date, Buyer shall have no further
liability with respect to the foregoing representations and warranties.
13. Seller's Covenants.
From and after the date of this Agreement and continuing through the
Close of Escrow, Seller agrees as follows:
(a) Operation of the Property. Seller shall cause the Property to be
maintained in its present order and condition, reasonable wear and tear
excepted. Without limiting the foregoing, no fixtures, equipment or other
tangible personal property shall be removed from the Property unless prior to
the Closing Date the same is replaced with similar items of at least equal
quality.
(b) Liens. Seller shall keep the Property free and clear of liens,
including, without limitation mechanic's liens, in connection with work
performed and materials provided prior to the Closing Date.
(c) Leases. Seller may in the ordinary course of business enter into
leases, lease amendments and lease terminations. Seller shall not materially
modify the lease form currently utilized by Seller after Buyer's delivery of the
Notice of Satisfaction of Due Diligence without Buyer's prior written consent,
which consent shall not be unreasonably withheld or delayed.
(d) New Contracts. Without Buyer's prior written consent Seller shall
not enter into any new contracts or agreements relating to the Property except
such contracts or agreements as may be terminated at or by the Closing Date
without cost or expense to Buyer.
14. Conditions to Seller's Obligation to Close.
The obligation of Seller to close hereunder shall be subject to
satisfaction of the following conditions (all or any of which may be waived by
Seller in writing):
(a) Representations and Warranties True at Close of Escrow. The
representations and warranties made by Buyer in this Agreement shall be true in
all material respects as of the Close of Escrow with the same force and effect
as though such representations and warranties had been made or given as of the
Closing Date.
(b) Compliance With Agreement. Buyer shall have performed and complied
in all material respects with all its obligations under this Agreement which are
to be performed or complied with by Buyer prior to or at Close of Escrow.
15. Conditions to Buyer's Obligation to Close.
The obligation of Buyer to close hereunder shall be subject to
satisfaction of the following conditions (all or any of which may be waived by
Buyer in writing):
(a) Representations and Warranties True at Close of Escrow. The
representations and warranties made by Seller in this Agreement shall be true in
all material respects as of the Close of Escrow with the same force and effect
as though such representations and warranties had been made or given as of the
Closing Date.
(b) Compliance With Agreement. Seller shall have performed and complied
in all material respects with all its obligations under this Agreement which are
to be performed or complied with by Seller prior to or at Close of Escrow.
16. Close of Escrow.
(a) Buyer's Title Policy. Simultaneously with the Close of Escrow,
Escrow Agent shall issue the Title Policy in the name of Buyer in the amount of
the Purchase Price.
(b) Seller's Deposits Into Escrow. Seller shall deliver to Escrow Agent
on or prior to the Close of Escrow the following
documents for each of the apartment projects:
(i) A Statutory Warranty Deed executed and acknowledged by Seller
conveying to Buyer fee simple title to the Real
Property ("Deed");
(ii) Seller's affidavit of nonforeign status as contemplated by Section
1445 of the Internal Revenue Code of 1986, as amended ("FIRPTA Affidavit");
(iii) An Assignment of Leases in form reasonably acceptable to Seller
and Buyer;
(iv) A Special Warranty Bill of Sale in form reasonably acceptable to
Seller and Buyer; and
(v) A General Assignment in form reasonably acceptable to
Seller and Buyer assigning all of Seller's right, title and interest in any
which are not subject to termination at or prior to Close of Escrow or which
Buyer does not require to be terminated, the names of the three apartment
projects, any warranties or guaranties and all other intangible rights owned by
Seller and relating exclusively to the Property.
(c) Buyer's Deposits into Escrow. Buyer shall deposit into Escrow,
prior to the Close of Escrow, the sum of Sixteen Million Nine Hundred Thousand
Dollars ($16,900,000) less the amount of any interest earned on the Earnest
Money Deposit in cash or immediately available funds.
(d) Closing Date. The conveyance of the Real Property to Buyer and the
closing of this transaction (the AClose of Escrow") shall take place on such
date (AClosing Date") not later than fifty (50) days following the date of this
Agreement as the parties shall mutually agree upon in writing, or if no such
date is agreed upon on the fiftieth day following the date of this Agreement.
<PAGE>
(e) Costs and Prorations. Escrow Agent shall make prorations and shall
charge costs at the Close of Escrow as follows:
(i) Seller shall pay
(A) any transfer taxes due upon transfer of the Real
Property;
(B) any state or county excise taxes due upon
transfer of the Real Property;
(C) the amount of the premiums charged for an ALTA
Owner's Policy of Title Insurance without
extended coverage;
(D) one-half (2) of the escrow fee charged by Escrow
Agent; and
(E) recording fees.
(ii) Buyer shall pay
(A) one-half (2) of the escrow fee charged by Escrow
Agent;
(B) an amount equal to the difference between (i) the
premium for an ALTA Owner's Policy of Title
Insurance without extended coverage and (ii) the
premium for the Title Policy plus the premium for
the ALTA lender's policy of title insurance
issued to the lender (if any) providing financing
for Buyer to purchase the Property; and
(C) any sales tax due in connection with the sale of
the Personal Property.
(iii) Prorations. Real property taxes and assessments shall be
prorated at the Close of Escrow based on the most current real property tax bill
available, including any supplemental property taxes that may be assessed after
the Close of Escrow but that relate to a period prior to the Close of Escrow,
regardless of when notice of those taxes is received or who receives the notice.
Rents and other income and expenses shall be prorated at the Close of Escrow.
Uncollected rents for the current and prior rental periods, less the reasonable
expenses of collection thereof, shall be apportioned if and when collected by
either party (provided that such rents for periods prior to the month in which
the Close of Escrow occurs shall be paid to Seller). All refundable security
deposits shall be transferred from Seller to Buyer. All utilities shall be
prorated outside of Escrow.
17. Possession. Possession of the Property shall be delivered to Buyer
at the Close of Escrow, subject to the rights of tenants and other occupants
pursuant to the Leases described in the Agreement.
18. LIQUIDATED DAMAGES.
IF THE CLOSE OF ESCROW DOES NOT TIMELY OCCUR DUE TO THE DEFAULT OF
BUYER, OR IF BUYER IS OTHERWISE IN DEFAULT HEREUNDER, (a) BUYER SHALL HAVE NO
FURTHER RIGHT TO CLOSE THE ESCROW AND (b) SELLER SHALL RETAIN THE EARNEST MONEY
DEPOSIT AND ALL INTEREST EARNED THEREON, PLUS AN ADDITIONAL AMOUNT OF $200,000
WHICH SHALL BE IMMEDIATELY DUE FROM BUYER, AS LIQUIDATED DAMAGES AS ITS SOLE
REMEDY IN LIEU OF ANY OTHER RIGHT TO DAMAGES OR RIGHT TO SPECIFIC PERFORMANCE OF
THIS AGREEMENT; AND PROVIDED THAT BUYER PAYS SUCH ADDITIONAL AMOUNT TO SELLER OR
ESCROW AGENT WITHIN TEN (10) DAYS OF NOTICE FROM SELLER THAT BUYER HAS DEFAULTED
UNDER THIS AGREEMENT, SELLER WAIVES ANY FURTHER RIGHT TO CLAIM DAMAGES FROM
BUYER OR SEEK OTHER LEGAL OR EQUITABLE REMEDIES AS A RESULT OF FAILURE BY BUYER
TO COMPLETE THE PURCHASE; PROVIDED, HOWEVER, THAT NOTHING CONTAINED IN THIS
SECTION SHALL TERMINATE, VITIATE OR OTHERWISE ABROGATE THE INDEMNIFICATION
PROVISIONS CONTAINED IN THIS AGREEMENT. BUYER AND SELLER AGREE THAT, BASED UPON
THE CIRCUMSTANCES NOW EXISTING, THE FOREGOING AMOUNT IS REASONABLE AS LIQUIDATED
DAMAGES.
PLEASE INITIAL: R.D. C.G.
--- ----
Seller Buyer
<PAGE>
19. Risk of Loss.
(a) Minimal Destruction. Buyer shall not be relieved of the obligation
to complete the purchase by reason of any destruction (AMinimal Destruction") of
the Property prior to Close of Escrow which will entail restoration or repair
costs not exceeding Six Hundred Thousand Dollars ($600,000) in the aggregate, as
estimated by a reputable contractor. If any Minimal Destruction occurs prior to
Close of Escrow, Seller shall have no obligation to repair any damage due to
Minimal Destruction, and there shall be deducted from the Purchase Price such
amount reasonably estimated by a reputable contractor as being necessary to
repair such damage, and Seller shall retain any rights which it may have to
collect casualty insurance proceeds with respect to such Minimal Destruction.
(b) Significant Destruction. If any destruction ("Significant
Destruction") of the Property occurs prior to Close of Escrow which will entail
restoration or repair costs exceeding Six Hundred Thousand Dollars ($600,000),
as estimated by a reputable contractor, Seller or Buyer may elect to terminate
this Agreement by written notice to the other party given twenty (20) days after
the date of the occurrence causing such Significant Destruction If this
Agreement is so terminated by either party, neither party shall have any further
rights or obligations hereunder (other than Buyer's indemnity obligations under
Section 10 above), and any funds (including the Earnest Money Deposit and all
interest earned thereon), instruments or documents shall be returned to the
party which has deposited them into Escrow.
If neither party elects to terminate this Agreement, as aforesaid,
Seller shall promptly commence the repair and restoration with due diligence to
Buyer's reasonable satisfaction. In such event, the Closing Date shall
automatically be extended until the full lien-free completion (excluding
punchlist items) of such repairs and restoration.
20. Brokers. Each party to this Agreement represents and warrants to
the other that the warranting party has incurred and will incur no obligation,
by reason of this Agreement or the transaction contemplated hereby, for any real
estate brokerage commission or finder's fee for which the other party would be
liable. Each party shall, and hereby agrees to, defend, indemnify and hold the
other party harmless from and against any and all claims, liabilities, damages
and costs, without limitation, reasonable attorneys fees and costs, arising out
of a breach of that party's representations and warranties set forth in this
Section.
Notwithstanding the foregoing, Seller will pay a consulting fee of One
Hundred Thousand Dollars ($100,000) to Pacific Realty Partners, LLC, and the
general partners of Seller agree that the payment of such consulting fee shall
satisfy all obligations of the general partners under Section 9.14 of the
Seller's Partnership Agreement. The consulting fee shall be paid from the sale
proceeds at Close of Escrow per wiring instructions to be provided by Pacific
Realty Partners, LLC.
The provisions of this section shall survive the Close of Escrow.
21. Assignment. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the parties hereto. Notwithstanding the
foregoing, Buyer may not transfer, assign or encumber its rights under this
Agreement without Seller's prior written approval except pursuant to an
absolute, irrevocable, unconditional assignment or transfer (but not
encumbrance) of all of Buyer's rights under this Agreement to an affiliated
entity. An "affiliated entity" for purposes of the foregoing shall mean either
(a) a partnership in which Buyer is a general partner or (b) a corporation
controlling, controlled by or under common control with Buyer. Only one such
assignment to an affiliated entity may be made without Seller's approval prior
to Close of Escrow. In the event of any assignment by Buyer with Seller's
approval or where Seller's approval is not required hereunder, the assignee
shall be deemed to have assumed all obligations and liabilities of Buyer under
this Agreement. Notwithstanding the foregoing, no assignment pursuant to this
section shall relieve Buyer of any of its obligations or liabilities under this
Agreement, including, without limitation, Buyer's indemnity obligations under
Section 10 or Section 20 above. Buyer shall deliver to Seller a complete copy of
any executed assignment as to which Seller's approval is not required hereunder
not more than five (5) days after the effective date of such assignment. Seller
shall not be bound by any such assignment unless and until Seller has received
such copy thereof.
22. Attorneys Fees. If any legal action or other proceeding is brought
for the enforcement of this Agreement, or because of an alleged dispute, breach,
default, or misrepresentation in connection with any of the provisions of this
Agreement, the Prevailing Party shall be entitled to recover reasonable
attorneys fees and other costs incurred in that action, arbitration or
proceeding, including, but not limited to, expert's expenses, in addition to any
other relief to which they may be entitled. As used herein, the "Prevailing
Party" shall include without limitation a party who dismisses an action in
exchange for sums allegedly due; the party who receives performance from the
other party for an alleged breach of contract or a desired remedy where the
performance is substantially equal to the relief sought in an action; or the
party determined to be the prevailing party by a court of law.
23. Notices.
All notices to be given under this Agreement shall be in writing and
sent by (a) certified mail, return receipt requested, in which case notice shall
be deemed delivered three (3) business days after deposit, postage prepaid in
the United States Mail, (b) overnight courier, in which case notice shall be
deemed delivered one (1) business day after deposit with that courier, or (c)
telecopy, in which case notice shall be deemed delivered on transmittal by
telecopier or other similar means, as follows:
If to Seller: HMF Associates
c/o PaineWebber Properties Incorporated
265 Franklin Street, 16th Floor
Boston, Massachusetts 02110
Attention: Rock D'Errico
Vice President
Fax No. (617) 345-8752
with a copy to: Pacific Union Investment
Corporation,
3640 Buchanan Street
San Francisco, California 94123
Attention: Thomas R. Owens
Secretary
Fax No.: (415) 929-0743
and a copy to: Pacific Realty Partners, LLC
62 Parker Avenue, Suite 400
San Francisco, California 94118
Attention: Philip Johnson
Fax No.: (415) 379-9165
and with a copy to: Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109-2881
Attention: Susan Hall Mygatt, Esq.
Fax No.: (617) 570-1488
If to Buyer: Randall Realty Corp.
9500 SW Barbor Boulevard, Suite 300
Portland, Oregon 97219
Attention: Cathy Greene
Fax No.: (503) 293-6230
or to such other address as Buyer or Seller may respectively designate by
written notice to the other.
24. Possession. Possession of the Property shall be delivered to Buyer
upon recordation of the Deed.
25. Entire Agreement. This Agreement contains the entire agreement
between the parties to this Agreement and shall not be modified in any manner
except by an instrument in writing executed by the parties or their respective
successors in interest.
26. Severability. If any term or provision of this Agreement shall, to
any extent, be held invalid or unenforceable, the remainder of this Agreement
shall not be affected.
27. Waivers. A waiver or breach of a covenant or provision in this
Agreement shall not be deemed a waiver of any other covenant or provision in
this Agreement, and no waiver shall be valid unless in writing and executed by
the waiving party. An extension of time for performance of any obligation or act
shall not be deemed an extension of the time for performance of any other
obligation or act.
28. Construction. The section headings and captions of this Agreement
are, and the arrangement of this instrument is, for the sole convenience of the
parties to this Agreement. The section headings, captions, and arrangement of
this instrument do not in any way affect, limit, amplify, or modify the terms
and provisions of this Agreement. The singular form shall include plural, and
vice versa. This Agreement shall not be construed as if it had been prepared by
one of the parties, but rather as if both parties have prepared it. Unless
otherwise indicated, all references to sections are to this Agreement. All
exhibits referred to in this Agreement are attached to it and incorporated in it
by this reference.
29. No Merger. All of the terms, provisions, representations,
warranties, and covenants of the parties under this Agreement shall survive the
Close of Escrow in accordance with the terms of this Agreement and shall not be
merged in the Deed or other documents.
30. Counterparts. This Agreement may be executed in one or more
counterparts. Each shall be deemed an original and all, taken together, shall
constitute one and the same instrument.
31. Time of the Essence. Time is of the essence in this Agreement.
32. Governing Law. This Agreement shall be governed and construed in
accordance with Washington law (excluding conflicts of law principles). In the
event of any dispute between the parties in connection with or arising out of
this Agreement, the parties agree that any lawsuit or administrative proceeding
commenced in connection therewith be commenced and prosecuted in the State of
Washington.
33. Exchange. Rather than acquire the Property, Buyer may prefer to
exchange for the Property other real property of like kind ("Exchange Property")
in order to defer the recognition of income on the disposition of the Exchange
Property. As an accommodation to Buyer, Seller agrees to cooperate with Buyer to
accomplish such exchange, including the execution of documents therefor,
provided all of the following terms and conditions are satisfied:
33.1 Notice. At least ten (10) business days prior to the
Closing, Buyer shall notify Seller in writing that Buyer
desires to effect such exchange. As soon as reasonably
possible thereafter, Buyer and Seller and such other parties
as may be necessary to effect such exchange shall execute any
and all documents necessary to implement such exchange.
33.2 Costs. Seller shall in no way be obligated to pay any
escrow costs, brokerage commissions, title charges, recording
costs or any other charges incurred with respect to any such
exchange and the total amount of Closing Costs and other costs
and expenses which Seller may be liable for is the amount
Seller would otherwise be required to pay hereunder if no such
exchange was implemented.
33.3 No Vesting of Title. Seller shall in no way be obligated
to take title to the Exchange Property, even temporarily.
33.4 Closing. Buyer understands that if, on the date of
closing, as the same may be extended, there is any reason that
any other contractual arrangement established to implement the
exchange is not in a position to close, the Closing shall
nevertheless occur, and Buyer shall purchase the Property from
Seller at Closing in accordance with the terms of this
Agreement without regard to the exchange of the Exchange
Property.
33.5 Release and Indemnity.
(a) Release. Buyer fully releases and discharges
Seller from, and relinquishes all rights, claims and actions
that Buyer may have against Seller which arise out of or are
in any way connected with the exchange. This release applies
to all described rights, claims and actions, whether known or
unknown, foreseen or unforeseen, present or future.
(b) Indemnity. Buyer agrees to defend, indemnify, and
hold harmless Seller from and against all claims, damages,
losses, costs, expenses and liabilities (including but not
limited to all attorneys' fees, court costs and expert witness
fees paid or incurred by Seller) arising out of or in any way
connected with the exchange transaction described in this
Section 33.
(c) Meaning. For purposes of this Section 33.5, all
references to "Seller" shall include (a) its partners and
their respective parent, subsidiary or affiliate corporations,
(b) their directors, officers, shareholders, employees and
agents and (c) their heirs, successors, personal
representatives and assigns and those of their directors,
officers, shareholders, employees and agents.
34. No Offer. Employees or agents of Seller have no authority to make
or agree to sell the Property or make any other agreement or undertaking in
connection herewith. The submission of this document for examination and
negotiation does not constitute an offer to sell the Property, and this document
shall become effective and binding only upon the execution and delivery hereof
by both Buyer and Seller.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
SELLER:
HMF ASSOCIATES,
a California general partnership
By: Pacific Union Investment Corporation,
a California corporation
Its General Partner
By: /S/ Thomas R. Owens
-------------------
Thomas R. Owens
Secretary
By: PaineWebber Income Properties Seven
Limited Partnership, a Delaware
limited partnership
By: Seventh Income Properties, Inc.,
a Delaware corporation
By: /s/ Rock M. D'Errico
--------------------
Rock D'Errico
Vice President
BUYER:
RANDALL REALTY CORP.,
an Oregon corporation
By: /s/ Cathy Greene
----------------
4/25/97
Its: Regional Manager
List of Exhibits
----------------
Exhibit A-1 Legal Description of Marina Club
Exhibit A-2 Legal Description of Enchanted Woods
Exhibit A-3 Legal Description of The Hunt Club
Exhibit B Notice of Satisfaction of Due Diligence
Exhibit C Notice of Satisfaction of Financing
Contingency
<PAGE>
CHICAGO TITLE INSURANCE COMPANY
A.L.T.A.COMMITMENT
SCHEDULE A
(Continued)
Order No.: 476688
Your No.: Marina
LEGAL DESCRIPTION EXHIBIT
(Paragraph 4 of Schedule A Continuation)
Lot 1 of City of DesMoines Short Plat Number DE-MO-SP86-4, recorded under
Recording Number 867231017, said short plat being a subdivision of a portion of
Lots 6,10 and 11 of East DesMoines 5 acre tracts, according to the unrecorded
plat thereof, lying within the southwest quarter of the southeast quarter of
Section 9, Township 22 North, Range 4 East, Willamette Meridian, in King County,
Washington.
<PAGE>
CHICAGO TITLE INSURANCE COMPANY
A.L.T.A.COMMITMENT
SCHEDULE A-2
(Continued)
Order No.: 476686
Your No.: Enchanted Woods
LEGAL DESCRIPTION EXHIBIT
(Paragraph 4 of Schedule A Continuation)
The west half of the west half of the southeast quarter of the northwest quarter
of Section 28 , Township 21 North, Range 4 East, Willamette Meridian, in King
County, Washington; Except the south 30 feet thereof conveyed to King County for
road purposes by deed recorded under Recording Number 2617165; and Except that
portion thereof conveyed to the State of Washington for highway purposes by deed
recorded under
Recording Number 4980050.
<PAGE>
CHICAGO TITLE INSURANCE COMPANY
A.L.T.A.COMMITMENT
SCHEDULE 3
(Continued)
Order No.: 476687
Your No.: Hunt Club-3726 S. 180th Street
- -------------------------------------------------------------------------------
LEGAL DESCRIPTION EXHIBIT
(Paragraph 4 of Schedule A continuation)
A portion of the northeast quarter of the northwest quarter of Section 34,
Township 23 North, Range 4 East, Willamette Meridian, in King County,
Washington, described as follows:
Beginning at a point on the south line of said northeast quarter of the
northwest quarter at the southwest corner of Lot 3, Block 7, Division No. 2,
Rancho Vista, according to the plat thereof, recorded in Volume 55 of Plats,
Pages 62 and 63, in King County , Washington; and running; thence north
88(Degree)11'58" west along said south line 709 feet, more or less to the
southwest corner of said northeast quarter of the northwest quarter of Section
34; Thence north 3(Degree)07'33' east along the west line of said northeast
quarter of the northwest quarter 709 feet, more or less to the southwest corner
of Lot 1, Block 10, Division No. 2, Rancho Vista; Thence north 69(Degree)28'50"
east along the southerly line thereof 213.62 feet to the southwesterly margin of
38th Avenue South; Thence on a curve to the left having a radius of 212.09 feet
and an initial course of south 34(Degree)55'38" east a distance of 13.90 feet;
Thence continuing of the southwesterly margin south 38(Degree)40'56" east,
736.92 feet; Thence on a curve to the right having a radius of 20 feet a
distance of 45.55 feet; Thence south 1(Degree)48'13" 60.0 feet to the southerly
margin of South 179th Street; Thence along said margin south 88(Degree)11'47"
east 30.33 feet to the northwest corner of said Lot 3, Block 7; Thence south
118.99 feet to the point of beginning; Except that portion of the northwest
quarter of the northeast quarter of the northwest quarter of Section 34,
Township 23 North, Range 4 East, Willamette Meridian, in King County,
Washington, lying south of Lot 1, Block 10, Division No. 2, Rancho Vista,
accordingly to the plat thereof, recorded in Volume 55 of plats, Page 62 and 63,
in King County, Washington, and southwesterly of 38th Avenue South; and Except
the south 20 feet of that portion of said premises lying within the east half of
the southwest quarter of the northeast quarter of the northwest quarter thereof;
and Except the north 30 feet of the west 240 feet thereof and the south 30 feet
of the west 240 feet thereof, conveyed to King County for road purposes by deed
recorded under Recording Number 6616736; and Except the west 68.39 feet as
measured at right angles to the west line of the southwest quarter of the
northeast quarter of the northwest quarter of said Section 34; Together with
that portion of vacated South 178th Street, which would attach by operation of
law; Except that portion thereof conveyed to King County for South 180th Street
by Deed Recorded under Recording Number 7901120651.
<PAGE>
EXHIBIT B
NOTICE OF SATISFACTION OF DUE DILIGENCE
________________, 1997
HMF Associates
c/o PaineWebber Income Properties Seven Limited Partnership
265 Franklin Street, 16th Floor
Boston, MA 02110
Attn: Rock D'Errico
Re: NOTICE OF SATISFACTION OF DUE DILIGENCE
Ladies/Gentlemen:
The undersigned hereby gives notice of the satisfaction of the due
diligence contingency set forth in Section 5 of that certain Purchase and Sale
Agreement, dated as of April 25, 1997 (the "Purchase Agreement") between the
undersigned, as "Buyer", and HMF Associates, as "Seller" and hereby acknowledges
satisfaction of all contingencies in the Purchase Agreement.
Very truly yours.
RANDALL REALTY CORP.,
an Oregon corporation
By: _____________________________
---------------------------
Its: ______________________________
<PAGE>
EXHIBIT C
NOTICE OF SATISFACTION OF FINANCING CONTINGENCY
________________, 1997
HMF Associates
c/o PaineWebber Income Properties Seven Limited Partnership
265 Franklin Street, 16th Floor
Boston, MA 02110
Attn: Rock D'Errico
Re: NOTICE OF SATISFACTION OF FINANCING CONTINGENCY
Ladies/Gentlemen:
The undersigned hereby gives notice of the satisfaction or waiver of the
financing contingency set forth in Section 8 of that certain Purchase and Sale
Agreement, dated as of April 25, 1997 (the "Purchase Agreement") between the
undersigned, as "Buyer", and HMF Associates, as "Seller" and hereby acknowledges
satisfaction of all contingencies in the Purchase Agreement.
Very truly yours.
RANDALL REALTY CORP.,
a Oregon corporation
By: _____________________________
---------------------------
Its: ______________________________
<PAGE>
First Amendment to Purchase and Sale Agreement
This First Amendment to Purchase and Sale Agreement is entered into as
of this 23rd day of May, 1997 by and between HMF Associates, a California
general partnership (Seller), and Randall Realty Corp., an Oregon corporation
(Buyer), for the purpose of amending that certain Purchase and Sale Agreement
dated as of April 25, 1997 (the Agreement) between Seller and Buyer with respect
to the Property described therein, including the real properties known as Marina
Club, The Hunt Club, and Enchanted Woods. Capitalized terms used in this
Agreement, if not otherwise defined, shall have the same meaning as in the
Agreement.
WHEREAS the Due Diligence Period described in paragraph 5 expires on
this date, and Buyer and Seller have agreed to extend the Due Diligence Period
with respect to Enchanted Woods;
NOW THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, Buyer and Seller hereby agree as follows:
1. Buyer hereby gives notice of the satisfaction of the due
diligence contingency set forth in Section 5 of the Agreement
with respect to Marina Club and The Hunt Club, and
satisfaction or waiver of the financing contingency set forth
in Section 8 of the Agreement.
2. Buyer hereby gives notice of satisfaction of due diligence
matters relating to Enchanted Woods, with the exception of the
physical condition of Enchanted Woods as it relates to
Hazardous Materials, [and satisfaction of the financing
contingency as it relates to Enchanted Woods]. Buyer and
Seller agree to extend the Due Diligence Period as it relates
to Hazardous Materials at Enchanted Woods to Monday, June 2,
1997.
3. Buyer and Seller agree that the $100,000 Earnest Money Deposit
shall be allocated among the three Properties as follows:
a. Marina Club $33,334
b. The Hunt Club $33,333
c. Enchanted Woods $33,333
4. Buyer and Seller agree that the $17.3 million Purchase Price
shall be allocated among the three Properties as follows:
a. Marina Club $3,141,677.00
b. The Hunt Club $5,304,506.00
c. Enchanted Woods $8,853,817.00
5. This Amendment shall be deemed to satisfy the requirement in
Section 6(a) of the Agreement that Buyer deliver a Notice of
Satisfaction of Due Diligence with respect to the Marina Club
and The Hunt Club Properties. Buyer shall continue to have the
right to terminate this Agreement with respect to its
obligations to purchase Enchanted Woods for any reason
relating to the physical condition of Enchanted Woods as it
relates to Hazardous Materials at any time up to and including
Monday, June 2, 1997, such right to be exercised in accordance
with Paragraph 6(b) of the Agreement. If prior to the end of
the day on June 2, 1997 Buyer fails to deliver to Seller
either a Notice of Satisfaction of Due Diligence with respect
to Enchanted Woods or written notice terminating this
Agreement with respect to Enchanted Woods, this Agreement
shall be deemed to have terminated with respect to Enchanted
Woods, and $33,333 of the Earnest Money Deposit shall be
returned to Buyer (or, at Buyer's election, held for Buyer's
account by the Escrow Agent), and neither party shall have any
further rights or obligations hereunder with respect to
Enchanted Woods (other than Buyer's indemnity obligations
under Section 10 of the Agreement).
6. Closing Date. Buyer and Seller agree that the Closing Date
shall be [Monday, June 16, 1997,] or such other date as the
parties shall mutually agree upon in writing. The closing
shall occur at the offices of the Escrow Agent, 1800 Columbia
Center, 401 5th Avenue, Seattle, Washington 98104.
7. Consulting Fee. Seller shall pay a consulting fee of Fifth
thousand Dollars ($50,000) to Pacific Realty Partners, LLC
from the Hunt Club and Marina Club sale proceeds at Close of
Escrow per wiring instructions provided by Pacific Realty
Partners, LLC. An additional fee of Fifty Thousand Dollars
($50,000) to Pacific Realty Partners, LLC will be paid from
the Enchanted Woods sale proceeds at Close of Escrow.
Executed as a sealed instrument as of the date set forth above.
SELLER:
HMF ASSOCIATES,
a California general partnership
By: Pacific Union Investment Corporation,
a California corporation
Its General Partner
By: /s/ Thomas R. Owens
-------------------
Thomas R. Owens
Secretary
By: PaineWebber Income Properties Seven
Limited Partnership, a Delaware
limited partnership
By: Seventh Income Properties, Inc.,
a Delaware corporation
By: /s/ Rock D'Errico
-----------------
Rock D'Errico
Vice President
BUYER:
RANDALL REALTY CORP.,
an Oregon corporation
By:/s/ Cathy Greene
----------------
5/23/97
Its: Regional Manager
<PAGE>
StPaul Federal Bank
For Savings
6700 West North Avenue
Chicago, IL 60635
(312) 622-5000
May 23, 1997
Be Telecopy with original by Federal Express
Mr. Rock M. D'Errico
PaineWebber Properties
265 Franklin Street
Boston, MA 02110
RE: Hunt Club and Marina Club
91-100736-9 and 91-100713-0
Dear Borrower:
Per your request, St. Paul Federal Bank for Savings ("St. Paul") has approved
the pay off of the loans secured by the above referenced properties and
identified by the above loan numbers (collectively "Loans") as set forth below
subject to the following terms and conditions:
1. Principal Payment by Borrower
Provided (I) there is no monetary default (St. Paul acknowledges the
Settlement Agreement dated March 31, 1992 between Borrower and St.
Paul) and/or any bankruptcy default under any of the loan documents
securing and/or evidencing any of the Loans or an event which with
notice and/or the passage of time would become a monetary default
and/or bankruptcy default under any of the loan documents securing
and/or evidencing any of the Loans, (ii) such payment is received by
St. Paul in immediately available funds on or before June 30, 1997; and
(iii) Borrower has fully complied with all of the other conditions and
requirements set forth herein to St. Paul's satisfaction; then St. Paul
will accept as full payment of the Loans and all accrued and unpaid
interest due thereon, the sum of the following amounts:
a. the greater of (I) $7,800,000.00 or (ii)
$7,556,250.00 plus 50% of all Net Sales Proceeds (as
defined below) in excess of $7,556,250.00 received
under that certain Purchase and Sale Agreement
between the Borrower, as Seller, and Randall Realty
Corp., as buyer ("Purchase Agreement"); plus
b. Any and all fees and costs due hereunder as described
in Paragraph 2 herein; plus
c. If the closing is on any day other than the first day
of a month, interest payment for the number of days
in the month up to and including the day of such
payment as required under the terms of the Settlement
Agreement dated March 31, 1992.
The term "Net Sales Proceeds" shall mean the gross sales price under the
Purchase Agreement minus standard title, title insurance and recording charges;
one-half of the closing escrow fees; up to $50,000 (Fifty Thousand Dollars) of
which may be paid as a consulting fee to Pacific Realty Partners; Washington
State Excise Tax; and any other transfer taxes due from the Borrower in
connection with the sale. In no event shall any of the following be deducted
from and/or credited against the gross sales price in computing Net Sales
Proceeds: prorations for real estate taxes; prorations for rent collections;
security deposits; and/or any other credits not specifically approved in writing
by St. Paul.
2. Fees and Costs:
The Borrower will pay for all legal (including in-house attorneys), title and
other fees and costs involved with and/or incurred in connection with the pay
off of the Loan whether such pay off occurs. St. Paul agrees that the legal fees
shall not exceed $5,000.00.
3. Borrower's Agreements:
In consideration of St. Paul agreeing to consider such pay off, Borrower hereby
acknowledges and agrees:
(i) Borrower was represented in the preparation and negotiation hereof by the
law firm of Borrower's choice and/or Borrower had ample opportunity to be so
represented and chose not to do so. This agreement shall not be construed
against St. Paul by reason of having been drafted by St. Paul's attorneys.
(ii) That any course of dealing, laches, estoppel or waiver established by past
forbearance or acquiescence by St. Paul shall not extend to any future defaults
and specifically that time is hereby reestablished as being of the essence with
regard to all provisions hereof and of the Loan Documents.
(iii) That, except as expressly set forth herein and subject to the terms and
conditions set forth herein, St. Paul's execution and performance of this letter
is not and shall not be construed as a waiver, release, amendment or
modification of the Loan Documents which term shall include the Loan Documents
referenced above and/or any rights, remedies or causes of action which St. Paul
currently has or may hereafter acquire with respect any obligations owed to St.
Paul by Borrower or by virtue of any Loan Documents, nor shall it be deemed an
agreement to forbear from exercising any rights or remedies which St. Paul
currently has or may hereafter acquire.
(iv) That St. Paul's agreement hereto shall not be construed as or deemed to
create any course of dealing between Borrower and St. Paul, nor shall it be
construed as a waiver of any defaults or St. Paul's rights to remedies with
regard thereto.
(v) The execution and performance of this letter shall not constitute a waiver
or forgiveness of any existing or subsequent default under the Loan Documents.
(vi) That Borrower hereby releases and waives and agrees that Borrower will not
assert any presently existing cause of action, claim, or demand against St. Paul
which arises out of or in connection with the Loan Documents.
(vii) That no defenses or set-off rights exist with respect to St. Paul's
enforcement of its rights and remedies under the Loan Documents.
4. Entire Agreement; Survival:
This Commitment shall constitute the entire agreement for the pay off
of the Loan, and shall supersede all prior written or oral
understandings with respect thereto; provided, however, that all
written representations of Borrower or any principal of Borrower to St.
Paul; shall be deemed to have been made to induce St. Paul to accept
the pay off of the Loan and issue this Commitment and shall survive the
execution of this Commitment. No modification or waiver of any
provision of this Commitment shall be effective unless it is in
writing, signed by St. Paul. The Borrower shall advise St. Paul in
writing immediately as any of them becomes aware of any material
change, error or omission in any of the information, data or
documentation supplied to St. Paul by or on behalf of Borrower or in
any representation made herein.
5. Waiver of Jury Trial:
ST. PAUL AND BORROWER HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY
DISPUTE ARISING UNDER THE PROVISIONS OF OR PURSUANT TO THIS COMMITMENT
OR ANY OF THE LOAN DOCUMENTS.
All other terms and conditions of the existing loan documents in
connection with the above loan, including any prior amendments or modifications
thereto, shall remain in full force and effect.
If after Borrower accepts this commitment letter and the pay off fails
to occur and St. Paul fails to receive the pay off for any reason, the Borrower
agrees that it shall be responsible for the payment of all of the Fees and Costs
above and shall pay such Fees and Costs upon demand. If Borrower fails to pay
such Fees and Costs, Borrower hereby authorizes St. Paul to pay for such Fees
and Costs out of any payment made by Borrower received by St. Paul in connection
with this letter, including without limitation any deposits made hereunder
and/or out of any other funds of Borrower received and/or held by St. Paul,
including without limitation any principal and interest payments.
Please signify your acceptance to the proposed terms and Borrower's
agreements outlined herein by executing this letter below and returning the
original to the undersigned. If an executed original of this letter is not
returned to the undersigned on or before May 27, 1997, this letter, at St.
Paul's option, will terminate.
Sincerely
/s/ Charles L. Lavezzi
- ----------------------
Director, Nationwide
Loan Administration
Agreed and Accepted By:
HMF Associates, a California
general partnership
By: /s/ Rock D'Errico
Its: Vice President
Date: May 23, 1997
<PAGE>
STATUTORY WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS:
That, HMF Associates (AGrantor), a California general partnership, for
and in consideration of Five Million Three Hundred Four Thousand and Five
Hundred Six Dollars ($5,304,506.00), in hand paid by Hunt Club - 130, L.L.C., a
Delaware limited liability company (AGrantee@), the receipt of which is hereby
acknowledged, does hereby grant, bargain, sell, warrant and convey unto the said
Grantee, and assigns forever, the land and improvements situated at 3726 South
180th Street, Seattle, King County, Washington, located in the northeast quarter
of the northwest quarter of Section 34, Township 23 North, Range 4 East of the
Willamette Meridian, legally described in Exhibit A attached hereto and
incorporated herein.
TO HAVE AND TO HOLD, the same unto the said Grantee, and assigns
forever, with all appurtances thereunto belonging, subject to and excepting all
encumbrances and restrictions of record.
GRANTOR=s Tax Account Number:
94-303 2604
WITNESS my hand and seal this 27th day of June, 1997.
GRANTOR
HMF ASSOCIATES, a California general partnership
By: Pacific Union Investment Corporation,
a California corporation,
its general partner
By: /s/ Thomas R. Owens
-------------------
Thomas R. Owens, Secretary
BY: Paine Webber Income Properties
Seven Limited Partnership,
a Delaware Limited Partnership
By: Seventh Income Properties, Inc., a
Delaware corporation
By: /s/ Rock M. D'Errico
--------------------
Name: Rock M. D'Errico
Title: Vice President
<PAGE>
ACKNOWLEDGMENT
COMMONWEALTH OF MASSACHUSETTS )
) SS
COUNTY OF SUFFOLK )
On this 18th day of June, 1997, before me, the undersigned, a Notary
Public, duly commissioned, qualified and acting, within and for the said County
and State, appeared in person the within named Rock M. D'Errico to me well
known, who stated that he is the Vice President of Seventh Income Properties,
Inc., the Managing General Partner of PaineWebber Income Properties Seven
Limited Partnership, which is a general partner of HMF Associates, a general
partnership and is duly authorized in that capacity to execute the foregoing
instrument for and in the name and behalf of the said partnership, and further
stated and acknowledged that he had so signed, executed and delivered said
foregoing instrument as the free and voluntary act and deed of said corporation
and for the consideration, uses and purposes therein mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal
this 18th day of June, 1997.
/s/ Debra A. Brown
--------------
Notary Public
My Commission Expires: 11/2/2001
<PAGE>
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
) SS
COUNTY OF SAN FRANCISCO )
On this 27th day of June, 1997, before me, the undersigned, a Notary
Public, duly commissioned, qualified and acting, within and for the said County
and State, appeared in person the within named Thomas R. Owens, to me well
known, who stated that he is the Secretary of Pacific Union Investment
Corporation, which is a general partner of HMF Associates, a general partnership
and is duly authorized in that capacity to execute the foregoing instrument for
and in the name and behalf of the said partnership, and further stated and
acknowledged that he had so signed, executed and delivered said foregoing
instrument as the free and voluntary act and deed of said corporation and for
the consideration, uses and purposes therein mentioned and set forth.
In testimony whereof, I have hereunto set my hand in official seal this
19th day of June, 1997.
/s/ A. Nichole Scanlon
------------------
Notary Public
My Commission Expires: 7/2/99
<PAGE>
EXHIBIT A
CHICAGO TITLE INSURANCE COMPANY
A.L.T.A.COMMITMENT
SCHEDULE A
(Continued)
Order No.: 476687
Your No.: Hunt Club-3726 S. 180th Street
- ------------------------------------------------------------------------------
LEGAL DESCRIPTION EXHIBIT
(Paragraph 4 of Schedule A continuation)
A portion of the northeast quarter of the northwest quarter of Section 34,
Township 23 North, Range 4 East, Willamette Meridian, in King County,
Washington, described as follows:
Beginning at a point on the south line of said northeast quarter of the
northwest quarter at the southwest corner of Lot 3, Block 7, Division No. 2,
Rancho Vista, according to the plat thereof, recorded in Volume 55 of Plats,
Pages 62 and 63, in King County , Washington; and running; thence north
88(Degree)11'58" west along said south line 709 feet, more or less to the
southwest corner of said northeast quarter of the northwest quarter of Section
34; Thence north 3(Degree)07'33' east along the west line of said northeast
quarter of the northwest quarter 709 feet, more or less to the southwest corner
of Lot 1, Block 10, Division No. 2, Rancho Vista; Thence north 69(Degree)28'50"
east along the southerly line thereof 213.62 feet to the southwesterly margin of
38th Avenue South; Thence on a curve to the left having a radius of 212.09 feet
and an initial course of south 34(Degree)55'38" east a distance of 13.90 feet;
Thence continuing of the southwesterly margin south 38(Degree)40'56" east,
736.92 feet; Thence on a curve to the right having a radius of 20 feet a
distance of 45.55 feet; Thence south 1(Degree)48'13" 60.0 feet to the southerly
margin of South 179th Street; Thence along said margin south 88(Degree)11'47"
east 30.33 feet to the northwest corner of said Lot 3, Block 7; Thence south
118.99 feet to the point of beginning; Except that portion of the northwest
quarter of the northeast quarter of the northwest quarter of Section 34,
Township 23 North, Range 4 East, Willamette Meridian, in King County,
Washington, lying south of Lot 1, Block 10, Division No. 2, Rancho Vista,
accordingly to the plat thereof, recorded in Volume 55 of plats, Page 62 and 63,
in King County, Washington, and southwesterly of 38th Avenue South; and Except
the south 20 feet of that portion of said premises lying within the east half of
the southwest quarter of the northeast quarter of the northwest quarter thereof;
and Except the north 30 feet of the west 240 feet thereof and the south 30 feet
of the west 240 feet thereof, conveyed to King County for road purposes by deed
recorded under Recording Number 6616736; and Except the west 68.39 feet as
measured at right angles to the west line of the southwest quarter of the
northeast quarter of the northwest quarter of said Section 34; Together with
that portion of vacated South 178th Street, which would attach by operation of
law; Except that portion thereof conveyed to King County for South 180th Street
by Deed Recorded under Recording Number 7901120651.
<PAGE>
GENERAL ASSIGNMENT
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is
hereby acknowledged, HMF ASSOCIATES, a California general partnership
(AAssignor@), hereby assigns, sells, transfers, sets over and delivers unto HUNT
CLUB-130, L.L.C., a Delaware limited liability company (AAssignee@), all of
Assignor=s estate, right, title and interest in and to the following:
(a) all licenses, permits, certificates of occupancy, approvals,
entitlement, dedications, and subdivision maps issued, approved or granted by
any governmental authorities or otherwise in connection with the real property
known as the Hunt Club Apartments, located at 3726 South 180th Street, Seattle,
King County, Washington (AProperty@) described in Exhibit AA@ attached hereto;
the use of the name AHunt Club Apartments@ and any other trade names,
trademarks, and logos used by Assignor in the operation and identification of
the Property; all development rights and other intangible rights, titles,
interests, privileges and appurtenances of Assignor related to or used in
connection with the Property and its operation; and all licenses, consents,
easements, rights of way and approvals issued, approved or granted by any
private parties to make use of utilities and to insure vehicular and pedestrian
ingress and egress to the Property (collectively, ALicenses and Permits@); and
(b) all plans and specifications respecting any buildings or
improvements located on the Property; and all building inspection reports
pertaining to the Property which are owned by and within the possession or
control of Assignor (collectively, ARecords and Plans@).
Assignor makes no warranties of any kind or nature, express or implied,
regarding the Licenses and Permits, and Records and Plans.
Assignee hereby assumes the performance of all of the terms, convents
and conditions imposed upon Assignor under the Licenses and Permits, and Records
and Plans accruing or arising on or after the date of delivery of this
Assignment. Assignor shall be responsible for the performance of all of the
terms, covenants and conditions imposed upon Assignor under the, Licenses and
Permits, and Records and Plans accruing or arising prior to the date of delivery
of this Assignment.
This Assignment may be executed in one or more counterparts, each of
which shall be deemed an original, and all of such counterparts, taken together,
shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
as of the 27th day of June, 1997, which Assignment is effective on that date.
ASSIGNOR
HMF ASSOCIATES, a California general
partnership
By: Pacific Union Investment Corporation,
a California corporation, its
General Partner
By: /s/ Thomas R. Owens
-------------------
Thomas R. Owens, Secretary
By: PaineWebber Income Properties Seven
Limited Partnership, a Delaware
limited partnership
By: Seventh Income Properties, Inc.,
a Delaware corporation, its
Managing General Partner
By: /s/ Rock D'Errico
-----------------
Rock D'Errico, Vice President
ASSIGNEE
HUNT CLUB-130, L.L.C., a Delaware limited
liability company:
By: Randall Acquisitions (1997), L.L.C.,
a Delaware limited liability
company, its manager:
By: Randall Realty Corp, an Oregon
corporation, its manager:
By: /s/ Steven P. Mozinski
----------------------
Steven P. Mozinski, Vice President
<PAGE>
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN FRANCISCO )
On this 27th day of June, 1997, before me, the undersigned, a Notary
Public, duly commissioned, qualified and acting, within and for the said County
and State, appeared in person the within named Thomas R. Owens, to me well
known, who stated that he is the Secretary of Pacific Union Investment
Corporation, which is a general partner of HMF Associates, a general partnership
and is duly authorized in that capacity to execute the foregoing instrument for
and in the name and behalf of the said partnership, and further stated and
acknowledged that he had so signed, executed and delivered said foregoing
instrument as the free and voluntary act and deed of said corporation and for
the consideration, uses and purposes therein mentioned and set forth.
In testimony whereof, I have hereunto set my hand in official seal this
19th day of June, 1997.
/s/ A. Nichole Scanlon
------------------
Notary Public
My Commission Expires: 7/2/99
<PAGE>
STATE OF MASSACHUSETTS )
) ss.
COUNTY OF SUFFOLK )
On this 18th day of June, 1997, before me, Debra A. Brown, a Notary
Public, State of Massachusetts, duly commissioned and sworn, personally appeared
Rock M. D=Errico, known to me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized
capacity as Vice President of Seventh Income Properties, Inc., Managing General
Partner of PaineWebber Income Properties Seven Limited Partnership, which is
general partner of HMF Associates, a general partnership, and that by his
signature on the instrument the person or the entity upon behalf of which person
acted, executed the instrument.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal
this 18th day of June, 1997.
/s/ Debra A. Brown
--------------
Notary Public:
My Commission Expires: 11/2/2001
<PAGE>
STATE OF OREGON )
) ss.
COUNTY OF )
On this 17th day of June, 1997, before me, Dianne M. Kiley, a Notary
Public, State of Oregon, duly commissioned and sworn, personally appeared Steven
P. Mozinski, known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity as Vice
President of Randall Realty Corp, an Oregon corporation acting as manager of
RANDALL ACQUISITIONS (1997), L.L.C., a Delaware limited liability company,
acting in turn as manager of HUNT CLUB-130, L.L.C., a Delaware limited liability
company, and that by his signature on the instrument the person or the entity
upon behalf of which person acted, executed the instrument.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal
this 17th day of June, 1997.
/s/ Dianne M. Kiley
---------------
Notary Public
My Commission Expires: 12/26/97
<PAGE>
EXHIBIT A
CHICAGO TITLE INSURANCE COMPANY
A.L.T.A.COMMITMENT
SCHEDULE A
(Continued)
Order No.: 476687
Your No.: Hunt Club-3726 S. 180th Street
- ------------------------------------------------------------------------------
LEGAL DESCRIPTION EXHIBIT
(Paragraph 4 of Schedule A continuation)
A portion of the northeast quarter of the northwest quarter of Section 34,
Township 23 North, Range 4 East, Willamette Meridian, in King County,
Washington, described as follows:
Beginning at a point on the south line of said northeast quarter of the
northwest quarter at the southwest corner of Lot 3, Block 7, Division No. 2,
Rancho Vista, according to the plat thereof, recorded in Volume 55 of Plats,
Pages 62 and 63, in King County , Washington; and running; thence north
88(Degree)11'58" west along said south line 709 feet, more or less to the
southwest corner of said northeast quarter of the northwest quarter of Section
34; Thence north 3(Degree)07'33' east along the west line of said northeast
quarter of the northwest quarter 709 feet, more or less to the southwest corner
of Lot 1, Block 10, Division No. 2, Rancho Vista; Thence north 69(Degree)28'50"
east along the southerly line thereof 213.62 feet to the southwesterly margin of
38th Avenue South; Thence on a curve to the left having a radius of 212.09 feet
and an initial course of south 34(Degree)55'38" east a distance of 13.90 feet;
Thence continuing of the southwesterly margin south 38(Degree)40'56" east,
736.92 feet; Thence on a curve to the right having a radius of 20 feet a
distance of 45.55 feet; Thence south 1(Degree)48'13" 60.0 feet to the southerly
margin of South 179th Street; Thence along said margin south 88(Degree)11'47"
east 30.33 feet to the northwest corner of said Lot 3, Block 7; Thence south
118.99 feet to the point of beginning; Except that portion of the northwest
quarter of the northeast quarter of the northwest quarter of Section 34,
Township 23 North, Range 4 East, Willamette Meridian, in King County,
Washington, lying south of Lot 1, Block 10, Division No. 2, Rancho Vista,
accordingly to the plat thereof, recorded in Volume 55 of plats, Page 62 and 63,
in King County, Washington, and southwesterly of 38th Avenue South; and Except
the south 20 feet of that portion of said premises lying within the east half of
the southwest quarter of the northeast quarter of the northwest quarter thereof;
and Except the north 30 feet of the west 240 feet thereof and the south 30 feet
of the west 240 feet thereof, conveyed to King County for road purposes by deed
recorded under Recording Number 6616736; and Except the west 68.39 feet as
measured at right angles to the west line of the southwest quarter of the
northeast quarter of the northwest quarter of said Section 34; Together with
that portion of vacated South 178th Street, which would attach by operation of
law; Except that portion thereof conveyed to King County for South 180th Street
by Deed Recorded under Recording Number 7901120651.
<PAGE>
CHICAGO TITLE INSURANCE COMPANY
A.L.T.A.COMMITMENT
SCHEDULE A
(Continued)
Order No.: 476687
Your No.: Hunt Club-3726 S. 180th Street
- -------------------------------------------------------------------------------
LEGAL DESCRIPTION EXHIBIT
(Paragraph 4 of Schedule A continuation)
A portion of the northeast quarter of the northwest quarter of Section 34,
Township 23 North, Range 4 East, Willamette Meridian, in King County,
Washington, described as follows:
Beginning at a point on the south line of said northeast quarter of the
northwest quarter at the southwest corner of Lot 3, Block 7, Division No. 2,
Rancho Vista, according to the plat thereof, recorded in Volume 55 of Plats,
Pages 62 and 63, in King County , Washington; and running; thence north
88(Degree)11'58" west along said south line 709 feet, more or less to the
southwest corner of said northeast quarter of the northwest quarter of Section
34; Thence north 3(Degree)07'33' east along the west line of said northeast
quarter of the northwest quarter 709 feet, more or less to the southwest corner
of Lot 1, Block 10, Division No. 2, Rancho Vista; Thence north 69(Degree)28'50"
east along the southerly line thereof 213.62 feet to the southwesterly margin of
38th Avenue South; Thence on a curve to the left having a radius of 212.09 feet
and an initial course of south 34(Degree)55'38" east a distance of 13.90 feet;
Thence continuing of the southwesterly margin south 38(Degree)40'56" east,
736.92 feet; Thence on a curve to the right having a radius of 20 feet a
distance of 45.55 feet; Thence south 1(Degree)48'13" 60.0 feet to the southerly
margin of South 179th Street; Thence along said margin south 88(Degree)11'47"
east 30.33 feet to the northwest corner of said Lot 3, Block 7; Thence south
118.99 feet to the point of beginning; Except that portion of the northwest
quarter of the northeast quarter of the northwest quarter of Section 34,
Township 23 North, Range 4 East, Willamette Meridian, in King County,
Washington, lying south of Lot 1, Block 10, Division No. 2, Rancho Vista,
accordingly to the plat thereof, recorded in Volume 55 of plats, Page 62 and 63,
in King County, Washington, and southwesterly of 38th Avenue South; and Except
the south 20 feet of that portion of said premises lying within the east half of
the southwest quarter of the northeast quarter of the northwest quarter thereof;
and Except the north 30 feet of the west 240 feet thereof and the south 30 feet
of the west 240 feet thereof, conveyed to King County for road purposes by deed
recorded under Recording Number 6616736; and Except the west 68.39 feet as
measured at right angles to the west line of the southwest quarter of the
northeast quarter of the northwest quarter of said Section 34; Together with
that portion of vacated South 178th Street, which would attach by operation of
law; Except that portion thereof conveyed to King County for South 180th Street
by Deed Recorded under Recording Number 7901120651.
<PAGE>
ASSIGNMENT OF LEASES
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is
hereby acknowledged, HMF ASSOCIATES, a California general partnership
(AAssignor@), hereby assigns, sells, transfers, sets over and delivers unto HUNT
CLUB-130, L.L.C., a Delaware limited liability company (AAssignee@), all of
Assignor=s estate, right, title and interest in and to the following:
(a) all leases, licenses, tenancy agreements or occupancy agreements
relative to the real property known as the Hunt Club Apartments, located at 3726
South 180th Street, Seattle, King County, Washington (AProperty@) described in
Exhibit AA@ attached hereto, together with all rents, issues and profits
thereunder (collectively, ALeases@); and
(b) all security deposits, prepaid rentals, cleaning fees and other
deposits paid by tenants of the Property to Assignor or any agent of Assignor
(ADeposits@).
Assignee hereby assumes the performance of all of the terms, covenants
and conditions imposed upon Assignor under the Leases accruing or arising on or
after the date of delivery of this Agreement.
Assignor agrees to timely keep, perform and discharge all of the
obligations of landlord under the Leases that have accrued and/or were to have
been performed prior to the date of delivery of this Assignment. Assignor shall
indemnify, defend and hold Assignee harmless from and against any and all
claims, demands, liabilities and obligations of landlord under the Leases
arising out of or relating to the period prior to the date of delivery of this
Assignment. Assignee agrees to timely keep, perform and discharge all of the
obligations of landlord under the Leases that shall accrue and/or are to be
performed after the date of deliver of this Assignment. Assignee shall
indemnify, defend and hold Assignor harmless from and against any and all
claims, demands, liabilities and obligations of landlord under the Leases
arising out of or relating to the period after the date of delivery of this
Assignment.
This Assignment of Leases may be executed in one or more counterparts,
each of which shall be deemed an original, and all of such counterparts, taken
together, shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
as of the 27th day of June, 1997, which Assignment is effective on that date.
ASSIGNOR
HMF ASSOCIATES, a California general
partnership
By: Pacific Union Investment Corporation,
a California corporation, its
General Partner
By: /s/ Thomas R. Owens
-------------------
Thomas R. Owens, Secretary
By: PaineWebber Income Properties Seven
Limited Partnership, a Delaware
limited partnership
By: Seventh Income Properties, Inc., a
Delaware corporation
By: /s/ Rock D'Errico
-----------------
Rock D'Errico, Vice President
ASSIGNEE
HUNT CLUB-130, L.L.C., a Delaware limited
liability company:
By: Randall Acquisitions (1997), L.L.C.,
a Delaware limited liability
company, its manager:
By: Randall Realty Corp, an Oregon
corporation, its manager:
By: /s/ Steven P. Mozinski
----------------------
Steven P. Mozinski, Vice President
<PAGE>
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN FRANCISCO )
On this 27th day of June, 1997, before me, the undersigned, a Notary
Public, duly commissioned, qualified and acting, within and for the said County
and State, appeared in person the within named Thomas R. Owens, to me well
known, who stated that he is the Secretary of Pacific Union Investment
Corporation, which is a general partner of HMF Associates, a general partnership
and is duly authorized in that capacity to execute the foregoing instrument for
and in the name and behalf of the said partnership, and further stated and
acknowledged that he had so signed, executed and delivered said foregoing
instrument as the free and voluntary act and deed of said corporation and for
the consideration, uses and purposes therein mentioned and set forth.
In testimony whereof, I have hereunto set my hand in official seal this
19th day of June, 1997.
/s/ A. Nichole Scanlon
-------------------
Notary Public
My Commission Expires: 7/2/99
<PAGE>
STATE OF MASSACHUSETTS )
) ss.
COUNTY OF SUFFOLK )
On this 18th day of June, 1997, before me, Debra A. Brown, a Notary
Public, State of Massachusetts, duly commissioned and sworn, personally appeared
Rock M. D=Errico, known to me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized
capacity as Vice President of Seventh Income Properties, Inc., Managing General
Partner of PaineWebber Income Properties Seven Limited Partnership, which is
general partner of HMF Associates, a general partnership, and that by his
signature on the instrument the person or the entity upon behalf of which person
acted, executed the instrument.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal
this 18th day of June, 1997.
/s/ Debra A. Brown
--------------
Notary Public: Debra A. Brown
My Commission Expires: 11/2/2001
<PAGE>
STATE OF OREGON )
) ss.
COUNTY OF )
On this 17th day of June, 1997, before me, , Dianne M. Kiley, a Notary
Public, State of Oregon, duly commissioned and sworn, personally appeared Steven
P. Mozinski, known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity as Vice
President of Randall Realty Corp, an Oregon corporation acting as manager of
RANDALL ACQUISITIONS (1997), L.L.C., a Delaware limited liability company,
acting in turn as manager of HUNT CLUB-130, L.L.C., a Delaware limited liability
company, and that by his signature on the instrument the person or the entity
upon behalf of which person acted, executed the instrument.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal
this 17 day of June, 1997.
/s/ Dianne M. Kiley
---------------
Notary Public
My Commission Expires: 12/26/97
<PAGE>
EXHIBIT A
CHICAGO TITLE INSURANCE COMPANY
A.L.T.A.COMMITMENT
SCHEDULE A
(Continued)
Order No.: 476687
Your No.: Hunt Club-3726 S. 180th Street
- -------------------------------------------------------------------------------
LEGAL DESCRIPTION EXHIBIT
(Paragraph 4 of Schedule A continuation)
A portion of the northeast quarter of the northwest quarter of Section 34,
Township 23 North, Range 4 East, Willamette Meridian, in King County,
Washington, described as follows:
Beginning at a point on the south line of said northeast quarter of the
northwest quarter at the southwest corner of Lot 3, Block 7, Division No. 2,
Rancho Vista, according to the plat thereof, recorded in Volume 55 of Plats,
Pages 62 and 63, in King County , Washington; and running; thence north
88(Degree)11'58" west along said south line 709 feet, more or less to the
southwest corner of said northeast quarter of the northwest quarter of Section
34; Thence north 3(Degree)07'33' east along the west line of said northeast
quarter of the northwest quarter 709 feet, more or less to the southwest corner
of Lot 1, Block 10, Division No. 2, Rancho Vista; Thence north 69(Degree)28'50"
east along the southerly line thereof 213.62 feet to the southwesterly margin of
38th Avenue South; Thence on a curve to the left having a radius of 212.09 feet
and an initial course of south 34(Degree)55'38" east a distance of 13.90 feet;
Thence continuing of the southwesterly margin south 38(Degree)40'56" east,
736.92 feet; Thence on a curve to the right having a radius of 20 feet a
distance of 45.55 feet; Thence south 1(Degree)48'13" 60.0 feet to the southerly
margin of South 179th Street; Thence along said margin south 88(Degree)11'47"
east 30.33 feet to the northwest corner of said Lot 3, Block 7; Thence south
118.99 feet to the point of beginning; Except that portion of the northwest
quarter of the northeast quarter of the northwest quarter of Section 34,
Township 23 North, Range 4 East, Willamette Meridian, in King County,
Washington, lying south of Lot 1, Block 10, Division No. 2, Rancho Vista,
accordingly to the plat thereof, recorded in Volume 55 of plats, Page 62 and 63,
in King County, Washington, and southwesterly of 38th Avenue South; and Except
the south 20 feet of that portion of said premises lying within the east half of
the southwest quarter of the northeast quarter of the northwest quarter thereof;
and Except the north 30 feet of the west 240 feet thereof and the south 30 feet
of the west 240 feet thereof, conveyed to King County for road purposes by deed
recorded under Recording Number 6616736; and Except the west 68.39 feet as
measured at right angles to the west line of the southwest quarter of the
northeast quarter of the northwest quarter of said Section 34; Together with
that portion of vacated South 178th Street, which would attach by operation of
law; Except that portion thereof conveyed to King County for South 180th Street
by Deed Recorded under Recording Number 7901120651.
<PAGE>
BILL OF SALE
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is
hereby acknowledged, HMF ASSOCIATES, a California general partnership ("Seller")
does hereby grant, sell, transfer, and deliver to HUNT CLUB-130, L.L.C.
("Buyer"), all of the furnishing, fixtures, equipment and other personal
property, including, without limitation, the personal property, which personal
property is, as of the date hereof, owned by Seller and located at the real
property known as the Hunt Club Apartments, located at 3726 South 180th Street,
Seattle, King County, Washington which real property is described in Exhibit A
attached hereto.
Buyer purchases such personal property "AS IS" and "WHERE IS" and
solely in reliance upon Buyer's personal inspection and knowledge of such
personal property. Seller does hereby warrant that all such personal property is
free from encumbrances created or suffered thereon by Seller and that Seller
will warrant and defend the same in favor of Buyer against the lawful claims of
all persons claiming by, through or under Seller.
<PAGE>
IN WITNESS WHEREOF, this document is executed as a sealed instrument as of this
27th day of June, 1997.
SELLER:
HMF ASSOCIATES,
a California general partnership
By: Pacific Union Investment Corporation,
a California corporation
Its General Partner
By: /s/ Thomas R. Owens
--------------------
Thomas R. Owens, Secretary
By: PaineWebber Income Properties Seven
Limited Partnership, a Delaware limited
partnership
By: Seventh Income Properties, Inc.,
a Delaware corporation
By: /s/ Rock M'Errico
------------------
Rock D'Errico, Vice President
<PAGE>
EXHIBIT A
CHICAGO TITLE INSURANCE COMPANY
A.L.T.A.COMMITMENT
SCHEDULE A
(Continued)
Order No.: 476687
Your No.: Hunt Club-3726 S. 180th Street
- -------------------------------------------------------------------------------
LEGAL DESCRIPTION EXHIBIT
(Paragraph 4 of Schedule A continuation)
A portion of the northeast quarter of the northwest quarter of Section 34,
Township 23 North, Range 4 East, Willamette Meridian, in King County,
Washington, described as follows:
Beginning at a point on the south line of said northeast quarter of the
northwest quarter at the southwest corner of Lot 3, Block 7, Division No. 2,
Rancho Vista, according to the plat thereof, recorded in Volume 55 of Plats,
Pages 62 and 63, in King County , Washington; and running; thence north
88(Degree)11'58" west along said south line 709 feet, more or less to the
southwest corner of said northeast quarter of the northwest quarter of Section
34; Thence north 3(Degree)07'33' east along the west line of said northeast
quarter of the northwest quarter 709 feet, more or less to the southwest corner
of Lot 1, Block 10, Division No. 2, Rancho Vista; Thence north 69(Degree)28'50"
east along the southerly line thereof 213.62 feet to the southwesterly margin of
38th Avenue South; Thence on a curve to the left having a radius of 212.09 feet
and an initial course of south 34(Degree)55'38" east a distance of 13.90 feet;
Thence continuing of the southwesterly margin south 38(Degree)40'56" east,
736.92 feet; Thence on a curve to the right having a radius of 20 feet a
distance of 45.55 feet; Thence south 1(Degree)48'13" 60.0 feet to the southerly
margin of South 179th Street; Thence along said margin south 88(Degree)11'47"
east 30.33 feet to the northwest corner of said Lot 3, Block 7; Thence south
118.99 feet to the point of beginning; Except that portion of the northwest
quarter of the northeast quarter of the northwest quarter of Section 34,
Township 23 North, Range 4 East, Willamette Meridian, in King County,
Washington, lying south of Lot 1, Block 10, Division No. 2, Rancho Vista,
accordingly to the plat thereof, recorded in Volume 55 of plats, Page 62 and 63,
in King County, Washington, and southwesterly of 38th Avenue South; and Except
the south 20 feet of that portion of said premises lying within the east half of
the southwest quarter of the northeast quarter of the northwest quarter thereof;
and Except the north 30 feet of the west 240 feet thereof and the south 30 feet
of the west 240 feet thereof, conveyed to King County for road purposes by deed
recorded under Recording Number 6616736; and Except the west 68.39 feet as
measured at right angles to the west line of the southwest quarter of the
northeast quarter of the northwest quarter of said Section 34; Together with
that portion of vacated South 178th Street, which would attach by operation of
law; Except that portion thereof conveyed to King County for South 180th Street
by Deed Recorded under Recording Number 7901120651.
<PAGE>
<TABLE>
CHICAGO TITLE INSURANCE COMPANY
SELLER'S SETTLEMENT STATEMENT
PAGE:01
ESCROW NUMBER: 00633-000476687-001 ORDER NUMBER: 00633-000476687
CLOSING DATE: 6/27/97 CLOSER: SCOTT SMOUSE (206) 628-5693
BUYER: HUNT CLUB - 130 L.L.C.
A DELAWARE LIMITED LIABILITY COMPANY
SELLER: HMF ASSOCIATES
A CALIFORNIA GENERAL PARTNERSHIP
PROPERTY: HUNT CLUB APARATMENTS, 3726 S. 180TH STREET, SEATTLE, WASHINGTON
<CAPTION>
CHARGE SELLER CREDIT SELLER
------------- -------------
<S> <C> <C>
Sales Price $ $ 5,264,606.00
Personal Property 39,900.00
Loan Payoff to St. Paul Federal Bank for Savings
Confirmed Release Price 4,967,486.58
Prorations and Adjustments
Real Estate Taxes from 6/27/97 to 7/01/97 688.47
Total amounts $62,822.70 for 365 days
Total Prepaids (@6/27/97) 5,676.98
Security Deposits 16,970.00
Last Month's Rents 2,785.00
June Collected Rents (@ 6/27/97) from 6/27/97 to 7/0 9,150.16
Total amount $68,626.19 for 30 days
Real Estate Excise Tax: $5,264,60681.53% 80,548.47
Owner's Standard Portion $65,304,506.00 7,277.00
Sales Tax: Owner's Standard Title Portion 625.82
Escrow Fee:1/2Fee @ $6,304,506.00 1,350.00
Sales Tax on1/2Escrow Fee 116.10
Messenger/Overnight Deliver Charge (1/2) 35.00
Sales Tax on1/2messenger/Deliver Chg. 3.01
Pacific Realty Partners, LLC 25,000.00
Reconveyance Fee 51.45
Funds Due To Seller At Closing 188,120.90
------------- --------------
TOTALS $5,305,194.47 $ 5,305,194.47
============= ==============
/s/ Rock M. D'Errico 6/27/97
- --------------------
Rock M. D'Errico
Vice President
A California General Partnership
</TABLE>
<PAGE>
STATUTORY WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS:
That, HMF Associates (AGrantor@), a California general partnership, for
and in consideration of Three Million One Hundred Forty-One Thousand and Six
Hundred Seventy-Seven Dollars ($3,141,677.00), in hand paid by Marina Club - 77,
L.L.C., a Delaware limited liability company (AGrantee@), the receipt of which
is hereby acknowledged, does hereby grant, bargain, sell, warrant and convey
unto the said Grantee, and assigns forever, the land and improvements situated
at 2445 South 222nd Street, Des Moines, King County, Washington, located in the
southwest quarter of the southeast quarter of Section 9, Township 22 North,
Range 4 East of the Willamette Meridian, legally described in Exhibit A attached
hereto and incorporated herein.
TO HAVE AND TO HOLD, the same unto the said Grantee, and assigns
forever, with all appurtances thereunto belonging, subject to and excepting all
encumbrances and restrictions of record.
GRANTOR's Tax Account Number:
94-303 2604
<PAGE>
WITNESS my hand and seal this 27th day of June, 1997.
GRANTOR
HMF ASSOCIATES, a California general
partnership
By: Pacific Union Investment Corporation, a
California corporation, its general partner
By: /s/ Thomas R. Owens
-------------------
Thomas R. Owens, Secretary
BY: Paine Webber Income Properties Seven
Limited Partnership, a Delaware Limited
Partnership
By: Seventh Income Properties, Inc., a
Delaware corporation
By: /s/ Rock M. D'Errico
--------------------
Name: Rock M. D'Errico
Title:Vice President
<PAGE>
ACKNOWLEDGMENT
COMMONWEALTH OF MASSACHUSETTS )
) SS
COUNTY OF SUFFOLK )
On this 18th day of June, 1997, before me, the undersigned, a Notary
Public, duly commissioned, qualified and acting, within and for the said County
and State, appeared in person the within named Rock M. D=Errico to me well
known, who stated that he is the Vice President of Seventh Income Properties,
Inc., the Managing General Partner of PaineWebber Income Properties Seven
Limited Partnership, which is a general partner of HMF Associates, a general
partnership and is duly authorized in that capacity to execute the foregoing
instrument for and in the name and behalf of the said partnership, and further
stated and acknowledged that he had so signed, executed and delivered said
foregoing instrument as the free and voluntary act and deed of said corporation
and for the consideration, uses and purposes therein mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal
this 18th day of June, 1997.
/s/ Debra A. Brown
--------------
Notary Public
My Commission Expires: 11/2/2001
<PAGE>
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
) SS
COUNTY OF SAN FRANCISCO )
On this 27 day of June, 1997, before me, the undersigned, a Notary
Public, duly commissioned, qualified and acting, within and for the said County
and State, appeared in person the within named Thomas R. Owens, to me well
known, who stated that he is the Secretary of Pacific Union Investment
Corporation, which is a general partner of HMF Associates, a general partnership
and is duly authorized in that capacity to execute the foregoing instrument for
and in the name and behalf of the said partnership, and further stated and
acknowledged that he had so signed, executed and delivered said foregoing
instrument as the free and voluntary act and deed of said corporation and for
the consideration, uses and purposes therein mentioned and set forth.
In testimony whereof, I have hereunto set my hand in official seal this
19th day of June, 1997.
/s/ A. Nichole Scanlon
------------------
Notary Public
My Commission Expires: 7/2/99
<PAGE>
EXHIBIT A
(Marina Club)
LOT 1 OF CITY OF DES MOINES SHORT PLAT NUMBER DE-MO-SP86-4, RECORDED UNDER
RECORDING NUMBER 8607231017, SAID SHORT PLAT BEING A SUBDIVISION OF A PORTION OF
LOTS 6, 10 AND 11 OF EAST DES MOINES 5 ACRE TRACTS, ACCORDING TO THE UNRECORDED
PLAT THEREOF, LYING WITHIN THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 9, TOWNSHIP 22 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY,
WASHINGTON.
<PAGE>
GENERAL ASSIGNMENT
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is
hereby acknowledged, HMF ASSOCIATES, a California general partnership
("Assignor"), hereby assigns, sells, transfers, sets over and delivers unto
MARINA CLUB - 77, L.L.C., a Delaware limited liability company (AAssignee@), all
of Assignor=s estate, right, title and interest in and to the following:
(a) all licenses, permits, certificates of occupancy, approvals,
entitlement, dedications, and subdivision maps issued, approved or granted by
any governmental authorities or otherwise in connection with the real property
known as the Marina Club Apartments, located at 2445 South 222nd Street, Des
Moines, King County, Washington (AProperty@) described in Exhibit AA@ attached
hereto; the use of the name AMarina Club Apartments@ and any other trade names,
trademarks, and logos used by Assignor in the operation and identification of
the Property; all development rights and other intangible rights, titles,
interests, privileges and appurtenances of Assignor related to or used in
connection with the Property and its operation; and all licenses, consents,
easements, rights of way and approvals issued, approved or granted by any
private parties to make use of utilities and to insure vehicular and pedestrian
ingress and egress to the Property (collectively, ALicenses and Permits@); and
(b) all plans and specifications respecting any buildings or
improvements located on the Property; and all building inspection reports
pertaining to the Property which are owned by and within the possession or
control of Assignor (collectively, "Records and Plans").
Assignor makes no warranties of any kind or nature, express or implied,
regarding the Licenses and Permits, and Records and Plans.
Assignee hereby assumes the performance of all of the terms, convents
and conditions imposed upon Assignor under the Licenses and Permits, and Records
and Plans accruing or arising on or after the date of delivery of this
Assignment. Assignor shall be responsible for the performance of all of the
terms, covenants and conditions imposed upon Assignor under the, Licenses and
Permits, and Records and Plans accruing or arising prior to the date of delivery
of this Assignment.
This Assignment may be executed in one or more counterparts, each of
which shall be deemed an original, and all of such counterparts, taken together,
shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
as of the 27th day of June, 1997, which Assignment is effective on that date.
ASSIGNOR
HMF ASSOCIATES, a
California general partnership
By:Pacific Union Investment
Corporation, a California
corporation , its General Partner
By: /s/ Thomas R. Owens
--------------------
Thomas R. Owens, Secretary
By: PaineWebber Income Properties
Seven Limited Partnership, a
Delaware limited partnership
By: Seventh Income Properties, Inc.,
a Delaware corporation
Its Managing General Partner
By: /s/ Rock D'Errico
-----------------
Rock D'Errico
Vice President
ASSIGNEE
MARINA CLUB - 77, L.L.C., a
Delaware limited liability company
By: RANDALL ACQUISITIONS (1997),
L.L.C., a Delaware limited
liability company, its manager
By: RANDALL REALTY CORP, an Oregon
corporation, its manager
By: /s/ Steven P. Mozinski
----------------------
Steven P. Mozinski
Vice President
<PAGE>
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN FRANCISCO )
On this 27th day of June, 1997, before me, the undersigned, a Notary
Public, duly commissioned, qualified and acting, within and for the said County
and State, appeared in person the within named Thomas R. Owens, to me well
known, who stated that he is the Secretary of Pacific Union Investment
Corporation, which is a general partner of HMF Associates, a general partnership
and is duly authorized in that capacity to execute the foregoing instrument for
and in the name and behalf of the said partnership, and further stated and
acknowledged that he had so signed, executed and delivered said foregoing
instrument as the free and voluntary act and deed of said corporation and for
the consideration, uses and purposes therein mentioned and set forth.
In testimony whereof, I have hereunto set my hand in official seal this
19th day of June, 1997.
/s/ A. Nichole Scanlon
------------------
Notary Public
My Commission Expires: 7/2/99
<PAGE>
STATE OF MASSACHUSETTS )
) ss.
COUNTY OF SUFFOLK )
On this 18th day of June, 1997, before me, Debra A. Brown, a Notary
Public, State of Massachusetts, duly commissioned and sworn, personally appeared
Rock M. D=Errico, known to me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized
capacity as Vice President of Seventh Income Properties, Inc., Managing General
Partner of PaineWebber Income Properties Seven Limited Partnership, which is
general partner of HMF Associates, a general partnership, and that by his
signature on the instrument the person or the entity upon behalf of which person
acted, executed the instrument.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal
this 18th day of June, 1997.
/s/ Debra A. Brown
--------------
Notary Public:
My Commission Expires: 11/2/2001
<PAGE>
STATE OF OREGON )
) ss.
COUNTY OF )
On this 17th day of June, 1997, before me, Dianne M. Kiley , a Notary
Public, State of Massachusetts, duly commissioned and sworn, personally appeared
Steven P. Mozinski, known to me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized
capacity as Vice President of Randall Realty Corp, an Oregon corporation,
Manager of Randall Acquisitions (1997) L.L.C. which is Manager of Marina Club -
77, L.L.C. and that by his signature on the instrument the person or the entity
upon behalf of which person acted, executed the instrument.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal
this 17th day of June, 1997.
/s/ Dianne M. Kiley
---------------
Notary Public
My Commission Expires: 12/26/97
<PAGE>
EXHIBIT A
(Marina Club)
LOT 1 OF CITY OF DES MOINES SHORT PLAT NUMBER DE-MO-SP86-4, RECORDED UNDER
RECORDING NUMBER 8607231017, SAID SHORT PLAT BEING A SUBDIVISION OF A PORTION OF
LOTS 6, 10 AND 11 OF EAST DES MOINES 5 ACRE TRACTS, ACCORDING TO THE UNRECORDED
PLAT THEREOF, LYING WITHIN THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 9, TOWNSHIP 22 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY,
WASHINGTON.
<PAGE>
BILL OF SALE
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is
hereby acknowledged, HMF ASSOCIATES, a California general partnership ("Seller")
does hereby grant, sell, transfer, and deliver to MARINA CLUB-77, L.L.C.
("Buyer"), all of the furnishing, fixtures, equipment and other personal
property, including, without limitation, the personal property, which personal
property is, as of the date hereof, owned by Seller and located at the real
property known as the Marina Club Apartments, located at 2445 South 222nd
Street, Des Moines, King County, Washington which real property is described in
Exhibit A attached hereto.
Buyer purchases such personal property "AS IS" and "WHERE IS" and
solely in reliance upon Buyer's personal inspection and knowledge of such
personal property. Seller does hereby warrant that all such personal property is
free from encumbrances created or suffered thereon by Seller and that Seller
will warrant and defend the same in favor of Buyer against the lawful claims of
all persons claiming by, through or under Seller.
<PAGE>
IN WITNESS WHEREOF, this document is executed as a sealed instrument as of this
27th day of June, 1997.
SELLER:
HMF ASSOCIATES,
a California general partnership
By: Pacific Union Investment Corporation,
a California corporation
Its General Partner
By: /s/ Thomas R. Owens
-------------------
Thomas R. Owens, Secretary
By: PaineWebber Income Properties Seven
Limited Partnership, a Delaware
limited partnership
By: Seventh Income Properties, Inc.,
a Delaware corporation
By: /s/ Rock D'Errico
------------------
Rock D'Errico, Vice President
<PAGE>
EXHIBIT A
(Marina Club)
LOT 1 OF CITY OF DES MOINES SHORT PLAT NUMBER DE-MO-SP86-4, RECORDED UNDER
RECORDING NUMBER 8607231017, SAID SHORT PLAT BEING A SUBDIVISION OF A PORTION OF
LOTS 6, 10 AND 11 OF EAST DES MOINES 5 ACRE TRACTS, ACCORDING TO THE UNRECORDED
PLAT THEREOF, LYING WITHIN THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 9, TOWNSHIP 22 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY,
WASHINGTON.
<PAGE>
CHICAGO TITLE INSURANCE COMPANY
SELLER'S SETTLEMENT STATEMENT
PAGE: 01
ESCROW NUMBER: 00633-000476688-001 ORDER NUMBER: 00633-000476688
CLOSING DATE: 6/27/97 CLOSER: SCOTT SMOUSE (206) 628-5693
BUYER: MARINA CLUB - 77 L.L.C.
A DELAWARE LIMITED LIABILITY COMPANY
SELLER: HMF ASSOCIATES
A CALIFORNIA GENERAL PARTNERSHIP
PROPERTY: MARINA CLUB APARTMENTS, 2445 SOUTH 222nd STREET, DesMOINES, WASHINGTON
<TABLE>
<CAPTION>
CHARGE SELLER CREDIT SELLER
------------- -------------
<S> <C> <C>
Sales Price $ $ 3,115,177.00
Personal Property 26,500.00
Loan Payoff to St. Paul Federal Bank for Savings
Confirmed Release Price 2,932,753.45
Prorations and Adjustments
Real Estate Taxes from 6/27/97 to 7/01/97 447.46
Total amounts $40,831.00 for 365 days
Total Prepaids (@6/27/97) 2,895.97
Security Deposits 11,150.00
Last Month's Rents 2,876.00
June Collected Rents (@ 6/27/97) from 6/27/97 to 7/01 5,577.47
Total amount $41,831.00 for 30 days
Real Estate Excise Tax: $3,115,177 @1.78% 55,450.15
Owner's Standard Portion $3,141,677.00 4,751.00
Sales Tax: Owner's Standard Title Portion 408.59
Escrow Fee:1/2Fee @ $3,141,677.00 1,150.00
Sales Tax on1/2Escrow Fee 98.90
Messenger/Overnight Deliver Charge (1/2) 35.00
Sales Tax on1/2messenger/Deliver Chg. 3.01
Pacific Realty Partners, LLC 25,000.00
Reconveyance Fee 51.45
Funds Due To Seller At Closing 99,923.47
------------- -------------
TOTALS $3,142,124.46 $3,142,124.46
============= =============
/s/ Rock M. D'Errico 6/27/97
- --------------------
Rock M. D'Errico
Vice President
A California General Partnership
</TABLE>
