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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 17, 1996
WINDSOR PARK PROPERTIES 3, A CALIFORNIA LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
California 0-15699 33-0115651
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
120 W. Grand Avenue, Suite 202, Escondido, CA 92025
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 746-2411
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Item 2. Acquisition or Disposition of Assets
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On January 17, 1996, Windsor Park Properties 3 (the Partnership) purchased the
Trailmont manufactured home community located in Nashville, Tennessee. The
community is in good condition, and the Partnership intends to hold it as a
medium-term (four to six year) investment. During the investment period the
Partnership intends to continue to operate the property as a manufactured home
community.
Trailmont is situated on 30 acres of land and was developed in 1965. The
community contains 131 manufactured home spaces, and amenities include a
swimming pool and two playgrounds. All assets acquired will continue to be used
in the operations of the community. The General Partners anticipate expending
$15,000 for various capital improvement and maintenance projects over the next
12 months. It is the opinion of the General Partners that the community is
adequately insured.
The total cost of the property was approximately $2,111,500 ($2,031,500 paid to
the Seller, a $60,900 commission paid to an unaffiliated broker, and other costs
of $19,100). The purchase price was negotiated through an arms-length
bargaining process with the seller, Trailmont MHP, Ltd., a California limited
partnership. The registrant's General Partners are not affiliated with the
seller of the community.
In connection with the purchase, the Partnership obtained a $1,050,000 loan from
Heller Financial Inc., a Delaware corporation. The loan is collateralized by
the property and is payable in monthly interest only installments bearing
interest at 8.41%. The loan is due in January 2003 and loan costs of
approximately $40,000 were incurred.
The community's manufactured home spaces are rented to tenants on a month-to-
month basis, and current base rental rates average $180 per month. The
community is located near several other manufactured home communities with
comparable base rental rates.
The community is currently 100% occupied and has been approximately 97% occupied
for the past five years. Other manufactured home communities in the immediate
area are approximately 95% occupied.
Other material factors considered by the General Partners in assessing the
property include ad valorem taxes for the 1995 tax year which totaled $9,800
($35 per $1,000 assessed value) and utility rates which are expected to increase
4% per year.
The sources of funds for this acquisition were financing proceeds from
investment properties already owned by the Partnership and the new mortgage loan
described above.
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Item 7. Financial Statements, Proforma Financial Information
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and Exhibits
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(a)(b) Financial Statements and Proforma Financial Information
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It was impractical to provide the required financial statements
and proforma financial information at the time of filing the
Form 8-K. It is anticipated that all financial information will
be filed on Form 8K/A by March 15, 1996.
(c) Exhibits
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10) - Material Contracts
a) Trailmont Mobile Home Park
Purchase and Sale Agreement
Dated November 10, 1995
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TRAILMONT PURCHASE AND SALE AGREEMENT
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This Purchase and Sale Agreement (this "Agreement") is entered into
this 10th day of November, 1995, by and between Trailmont MHP, Ltd., a
California limited partnership, ("Seller") and Windsor Park Properties 3, A
California Limited Partnership, and Windsor Park Properties 4, A California
Limited Partnership, and/or Permitted Assigns ("Buyer"):
RECITALS
A. Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, all of Seller's right, title and interest in and to the following (the
"Property"):
1. That real property, including improvements thereon, commonly known
as Trailmont Mobile Home Park, containing One Hundred Thirty-One (131)
mobile home lots plus approximately fourteen (14) acres of land, located at
1331 Dickerson Pike, Nashville, Tennessee, as legally described on Exhibit
"A" attached hereto (the "Real Property");
2. That personal property located on the Real Property and used in
connection with the operation thereof (the "Personal Property");
3. Seller's interest under the leases ("Leases") with tenants
("Tenants") and other contracts ("Contracts") pertaining to the Real
Property; and
4. Seller's interest in the name ("Trailmont") and other rights
appurtenant to the Real Property (the "Intangible Property").
B. Purchase and sale of the Property by Seller to Buyer will be on the
terms and conditions set forth in this Agreement.
TERMS AND CONDITIONS
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NOW, THEREFORE, the Seller and Buyer agree as follows:
1. PURCHASE. Seller agrees to sell, and Buyer agrees to purchase,
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the Property on the terms and conditions set forth herein.
2. PURCHASE PRICE. The Purchase Price payable by Buyer to Seller for
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the Property (the "Purchase Price") shall be Two Million Thirty Thousand
And No/100 Dollars ($2,030,000.00), payable in cash or other immediately
available funds as follows:
A. Twenty-Five Thousand And No/100 Dollar ($25,000.00) earnest
money deposit (the "Earnest Deposit") to be deposited by Buyer in an
escrow (the "Escrow") established with Lawyers Title Insurance
Corporation ("Escrow Holder"), upon and as a condition to formation of
this Agreement (with the date of such establishment being "Opening of
Escrow"), with interest thereon to accrue to the benefit of Buyer.
B. The remainder, including application of the Earnest Deposit,
of the Purchase Price to be payable at Closing (as herein defined),
which Buyer anticipates will be through new financing to be obtained
by Buyer. Seller shall, at or prior to Closing, pay off any existing
financing on the Property (including prepayment
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penalties), and be entitled to the benefit of any discount from such
payoff.
3. CLOSING. Closing of this transaction ("Closing") shall occur on
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January 3, 1996, at the offices of Escrow Holder, or at such other time and
place as shall be mutually agreed upon in writing by Seller and Buyer.
4. PROPERTY MATERIALS. To the extent not previously delivered by
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Seller to Buyer, Seller shall deliver to Buyer (or make available for
Buyer's review at the Real Property), within five (5) following Opening of
Escrow, copies of the following materials pertaining to the Property, but
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only to the extent within the control of Seller (the "Property Materials"):
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A. Current rent roll listing, for each mobile home lot, the
amount of lot rent presently being collected by Seller, date such rent
has been paid through, the amount of deposits retained by Seller,
delinquency status, and any rent concession granted to lot residents
(a "Rent Roll").
B. Each Tenant's applications and Lease stating all economic
terms and any material changes.
C. List of the Personal Property.
D. Any reports directly under Seller's control which relate to
termite, health, plumbing, gas or electrical inspections conducted in
the last two (2) years.
E. Books, records and income/expense statements for the last
three complete, and for the current, fiscal years of Seller, including
the month immediately preceding Opening of Escrow.
F. Statements of occupancy for calendar years 1989 through 1994.
G. Sewer, water, trash, gas, electric and other utility bills
(by month) for the twenty-four (24) months prior to Opening of Escrow.
H. Real property tax statements for the prior three (3) tax
years.
I. Any notices received by Seller from governmental authorities
within twenty-four (24) months prior to Opening of Escrow.
J. Current and outstanding licenses, permits and certificates.
K. Utility drawings, water/sewage system engineering and
specifications, and inspection reports.
L. All maintenance, service or other contracts.
M. Schedule of Seller's insurance.
N. Summary of present Seller's employee payroll, including
benefits provided (rent, insurance, utilities, etc.).
O. Repair and maintenance bills over Five Hundred And No/100
Dollars ($500.00) each for the twenty-four (24) month period prior to
Opening of Escrow.
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P. Plans, specifications, land surveys and soils reports.
Q. Notification of Lease rent increases for the five (5) years
prior to Opening of Escrow.
R. Community rules and regulations.
5. CONDITIONS. Buyer's obligations under this Agreement shall be
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conditioned upon Buyer's approval of the following matters (the
"Feasibility Matters"), as evidenced by written notice to Seller and Escrow
Holder received on or before December 11, 1995 at 5:00 p.m., Pacific
Standard Time (the "Approval Date"), with failure of Seller and Escrow
Holder to timely receive such approval notice to be deemed Buyer's
disapproval of the Feasibility Matters:
A. Property Materials.
B. Title Insurance Commitment, including copies of exception
documents (the "Title Commitment"), from Lawyers Title Insurance
Corporation ("Title Insurer"), with the exceptions therein referred to
herein as "Permitted Exceptions."
C. Inspection of the Property.
D. Acquisition approval by The Windsor Corporation.
E. All other aspects of the Property, including but not limited
to physical condition, appraisal, engineering, soils, water line
status, termite status, value, financing, environmental conditions and
other matters.
In the event Buyer disapproves, or is deemed to have disapproved, any of
the Feasibility Matters, this Agreement shall be deemed terminated, the
Earnest Deposit (including interest thereon) shall be returned to Buyer,
and neither Seller nor Buyer shall have any further right or obligation as
to the other except as expressly provided herein. Upon Buyer's approval or
deemed approval of the Feasibility Matters, the Earnest Deposit shall
thereafter be non-refundable to Buyer, except in event of Seller's default.
6. INSPECTION. Buyer or its designated agents shall have the right
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to inspect the Property at any time following Opening of Escrow and
Closing; provided, that: (a) Buyer provides Seller reasonable advance
notice thereof; (b) such inspection is conducted in a manner which does not
unreasonably interfere with the Property and the Tenants thereof; (C)
Buyer shall promptly advise Seller (including copies of any tests) of
results of any physical, survey, soils, environmental or similar tests
conducted with respect to the Property; and (d) Buyer shall defend (with
counsel acceptable to Seller), indemnify and hold Seller harmless for, from
and against any and all damages caused by Buyer or Buyer's agents
(including costs and attorneys' fees), which obligation of Buyer shall
survive Closing or any termination of this Agreement (the "Inspection
Indemnity").
7. SELLER REPRESENTATIONS. Seller represents and warrants to Buyer
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that:
A. To Seller's actual knowledge, no third party has a legal or
equitable interest in five (5) or more of the mobile homes located on
the Real Property.
B. Seller has not received notice of any uncured violation of
any applicable restrictive covenants or governmental laws, codes or
regulations applicable to the
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Property.
C. Seller has received no notice of, and to Seller's actual
knowledge there are no, threatened or pending legal proceedings,
administrative proceedings, rulings or other findings of any
governmental agency that may adversely affect the Property or require
any material repair, maintenance, improvement or alteration to be
performed on the Property for its current use.
D. The Real Property contains One Hundred Thirty-One (131)
rentable mobile home lots, with the minimum collected monthly gross
rental income therefor for November 1995 being no less than
$_______________________________ (to be inserted upon information
becoming available to Seller).
E. Except as set forth in the rent roll required by Section 4.A.
of this Agreement, no Tenant has been granted any rent concession, no
rents are prepaid for more than one (1) month in advance, and all
installation and alteration work Seller is currently obligated to
provide to Tenants pursuant to Leases has been performed.
F. Seller will transfer the Property to Buyer free and clear of
any all liens and encumbrances, other than those provided for pursuant
to this Agreement (including the matters referenced in the Title
Commitment).
G. The Property will, at Closing, be in substantially the same
operational condition as existed as of Opening of Escrow and Seller
will, during the period prior to Closing, continue to operate the
Property in substantially the same manner as conducted by Seller prior
to Opening of Escrow (including maintenance of insurance and not
entering into new Leases for periods in excess of one year).
H. Governmental taxes and fees related to the Property or the
operations of the Property, due and payable prior to the Closing, have
been or will be timely paid by Seller.
I. Except for the advertisement for the Property currently in
the yellow pages , all maintenance, service and like Contracts are
subject to cancellation upon not more than thirty (30) days notice to
the contractor.
J. Seller is the owner of the Property.
K. Execution of this Agreement and all documents to be executed
pursuant to this Agreement (the "Closing Documents") by the signatory
thereto, and performance by Seller of each and all of its obligations
under this Agreement and the Closing Documents, has been duly
authorized by Seller.
L. Except for the abandoned septic tanks at the Property, to
Seller's actual knowledge there are no storage tanks or hazardous
substances located on the Property other than those common substances
ordinarily located within a mobile home park.
M. Execution and performance by Seller of each and all of its
obligations under this Agreement and the Closing Documents does not
breach or violate any law, agreement or other arrangement by which
Seller is bound.
N. Seller shall, at Closing, terminate its employees for the
Property, and
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be responsible (and indemnify Buyer from any liability for) any and
all claims from, and compensation or other benefits owing to, all
employees of Seller while in Seller's employ.
O. Seller will, at Closing at Seller's expense, terminate
Seller's property management arrangement.
P. Certain principals in Seller, including Van Anderson and
Charles Irion, are both principals of certain of the Brokers (as
herein defined) and brokers or real estate salespersons in Arizona,
California or other jurisdictions.
Q. Property Materials prepared by Seller are accurate and
complete and do not misstate material facts. The Property Materials
to be provided, or previously provided, by Seller to Buyer, to the
extent prepared by third parties, are to the Seller's actual knowledge
complete copies of such reports and other items.
The representations and warranties of Seller, as set forth in this Agreement,
shall be deemed made as of the date of Opening of Escrow and the date of
Closing, as an inducement for Buyer to complete the purchase of the Property
under the terms of this Agreement, with Seller's liability thereunder to only
extend to the extent Buyer initiates legal proceedings thereunder within one (1)
year following the Closing; provided, that to the extent any such representation
or warranty shall change following Opening of Escrow other than due to the
affirmative action of Seller, Seller shall not have any liability thereunder
provided Seller notifies Buyer of such change promptly following Seller becoming
aware thereof.
8. BUYER'S REPRESENTATIONS. Buyer represents and warrants to Seller
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(which representations and warranties shall survive Closing):
A. Execution of this Agreement and all Closing Documents by the
signatory thereto, and performance by Buyer of each and all of its
obligations under this Agreement and the Closing Documents, has been
duly authorized by Buyer.
B. Execution and performance by Buyer of each and all of its
obligations under this Agreement and the Closing Documents does not
breach or violate any law, agreement or other arrangement by which
Buyer is bound.
9. ESCROW. The Escrow for this transaction shall be through the
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national division of Lawyers Title Insurance Corporation ("Escrow Holder"
or "Title Insurer"), 800 East Colorado Boulevard, Suite 250, Pasadena,
California 91101 (Telephone: 818-792-8400; Fax: 818-304-0414). Seller and
Buyer shall each execute such escrow instructions and other documents as
shall be requested by Escrow Holder or Title Insurer to complete the
transaction contemplated by this Agreement; provided, that this Agreement
shall control to the extent of any conflict with those Escrow Instructions
or other documents.
10. CLOSING EXPENSES AND PRORATIONS. The following matters shall be
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prorated and transacted through Escrow, except as otherwise indicated, at
Closing by Seller and Buyer:
A. Seller shall pay the premium for a Standard Owners' Policy of
Title Insurance issued in favor of Buyer in the amount of the Purchase
Price by Title Insurer, with Buyer to be responsible for all
requirements and additional cost for any additional title insurance
coverage, whether by endorsement or separate policy, desired by Buyer.
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B. Seller and Buyer shall each pay one-half (1/2) of Escrow
Holder's Escrow fees.
C. Seller and Buyer shall each pay one-half (1/2) of all
recording costs for this Escrow.
D. Seller shall pay any delinquent real estate taxes, the
existing financing on the Property, and any bonds or improvement
assessments which are a lien on the Property as of the Opening of
Escrow, with Buyer to pay for all such assessments first assessed
following the Opening of Escrow.
E. Buyer shall pay for all of its inspections, appraisals,
engineering reports, surveys, environmental audit, confidential audit
and similar matters, and indemnify Seller and the Property from any
and all damages caused by Buyer or Buyer's agents, including
mechanics' and materialmen's liens, deriving therefrom.
F. Buyer shall receive all rents prepaid for the period
following Closing and all refundable or unapplied Tenant deposits held
by Seller.
G. All Tenant rents actually paid and received by Seller shall
be prorated to Closing, with Buyer to use its diligent and ordinary
course of business efforts to collect any rents delinquent as of
Closing, and to remit Seller's prorated portion thereof within ten
(10) days following receipt by Buyer.
H. All other Property-related expenses, including but not
limited to utilities, Contract payments and similar matters shall be
determined as of Closing and prorated; provided that:
1. To the extent such matters cannot be determined exactly
as of Closing, such amounts shall be estimated for purposes of
proration at Closing and, within ten (10) days following final
amounts becoming known, Seller and Buyer will make appropriate
adjusting payments to each other; and
2. Seller shall retain all utility and similar deposits,
with Buyer to provide new or replacement deposits at Buyer's
cost.
The provisions of this paragraph shall survive Closing.
11. CLOSING DELIVERIES. At Closing, all Closing Documents shall be
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completed, as appropriate (including dates and exhibits), and Seller and
Buyer shall execute and/or deliver the following documents as indicated:
A. Seller shall execute a Special Warranty Deed conveying the
Real Property (Exhibit B completed to list Permitted Exceptions), and
Assignment and Assumption of Leases and Contracts conveying the Leases
and Contracts, and Assignment of Rights conveying the Intangible
Property, and Bill of Sale conveying the Personal Property in the
forms of Exhibit B, C, D and E attached hereto.
B. Buyer shall execute the Assignment and Assumption of Leases
and Contracts.
C. Seller shall provide an updated Rent Roll, certified as of a
date no earlier
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than five (5) days prior to Closing.
D. Seller and Buyer shall each review and approve the Escrow
Settlement Statement prepared by Escrow Holder.
E. Seller shall provide a Non-Foreign Affidavit in compliance
with Section 1445, Internal Revenue Code.
F. Seller shall provide a letter to all Tenants advising of
transfer of the Property to Buyer.
G. Seller shall provide copies (originals if available) of all
Tenant Leases, keys, Certificates of Title to vehicles and mobile
homes, if any, contracts, plans, permits, licenses and studies and
similar Property-related materials matters, to the extent within
Seller's control.
12. RISK OF LOSS. Between the date of this Agreement and Closing,
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the risk of ownership and loss of the Property shall belong to Seller
except to the extent caused by Buyer, its representatives or agents. In
the event of a "material" damage to or destruction of the Property (a
"Loss") or a "material" condemnation or other governmental appropriation (a
"Taking") of all or any portion of the Property prior to the Closing Date
Seller shall promptly notify Buyer and Buyer may elect, by written notice
given to Seller and Escrow Holder on or before the first to occur of ten
(10) days after written notice from Seller of such event or the Closing
Date, either: (I) to receive, at the Closing, an assignment of all
Seller's rights to insurance and condemnation proceeds (with rent loss or
similar proceeds pro rated as of the Closing) arising by reason of any Loss
or Taking, and consummate the transaction without any reduction of the
Purchase Price; or (ii) to cancel this Agreement and related Escrow, in
which event Escrow Holder shall return to Buyer the Earnest Deposit, and
neither Seller nor Buyer shall have any further obligation or
responsibility to perform hereunder, except as otherwise specifically set
forth herein. In the event Buyer fails to timely give Seller and Escrow
Holder written notice of (I) or (ii) above, Buyer shall be deemed to have
elected (ii) above. For purposes of this Section 12, a Loss shall be
"material" if it involves damage or destruction costing in excess of
$50,000.00 to repair or replace or if the occupancy of 13 or more tenants
are disrupted and such disruption extends beyond the Closing Date. For
purposes of this Section 12, a Loss shall be "material" if a Taking shall
be "material" if it shall materially and adversely affect the operation of
the Property, including material reduction in or impairment of access,
servicing, and like matters.
13. BUYER'S DEFAULT.
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In the event Buyer at any time fails to comply with or perform any of
the covenants, agreements or other obligations to be performed by Buyer
under the terms of this Agreement at or prior to Closing (a "Pre-Closing
Default"), Seller shall as its sole and exclusive remedy, be entitled to
cancel this Agreement and related Escrow by giving Buyer and Escrow Holder
written notice of cancellation, in which event Escrow Holder shall
immediately pay to Seller the Earnest Deposit (including interest earned
thereon) as full liquidated damages for Seller; provided: (a) the foregoing
limitation shall not apply to the Inspection Indemnity or Brokerage
Indemnity (as herein defined); (b) the foregoing limitation shall not apply
if and to the extent Buyer initiates or pursues any Precluded Remedies; and
(C) Buyer's liability under the Inspection Indemnity and Brokerage
Indemnity shall be in addition to, and shall not be a part of or in lieu
of, any right of Seller to receive, and obligation of Buyer to pay, the
Earnest Deposit to Seller. The parties acknowledge that it is impossible
to more precisely estimate the specific damage
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which would be suffered by Seller in the event of a Pre-Closing Default by
Buyer hereunder, and expressly acknowledge, intend and agree that the
delivery of the Earnest Deposit to Seller is an agreed and negotiated
provision for liquidated damages and not a penalty. Seller and Buyer shall
each have all rights and remedies allowed by applicable law from and after
Closing.
14. BROKERAGE. If and when Closing occurs pursuant to this Agreement,
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Seller shall pay a commission to BVA Holdings, LLC and U.S. Park Investments
pursuant to separate agreement, and Buyer shall pay a commission to National
Realty Group pursuant to separate agreement (the "Brokers"). The Brokers shall
not have any right to receive all or any portion of their commissions, whether
from any Earnest Deposit received or retained by Seller or otherwise, in the
event Closing does not occur pursuant to this Agreement. Joinder of Brokers
shall not be required for any modification, amendment or termination of this
Agreement. Buyer and Seller represent to each other that they have not dealt
with any other real estate broker, agent or finder, with respect to this
Agreement. Buyer and Seller shall each indemnify, defend and hold the other
party harmless for, from and against any loss, cost or expense, including, but
not limited to, reasonable attorneys' fees and court costs resulting from any
claim for a fee or commission by any other broker or finder claiming by or
through the indemnifying party (the "Brokerage Indemnity"). This Brokerage
Indemnity shall survive the cancellation of this Agreement and related Escrow
and the Closing.
15. NOTICES. Any notice provided for by this Agreement and any other
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notice or communication which either party may wish to send to the other shall
be in writing and shall be deemed delivered: (a) upon personal delivery (which
may be by facsimile transmission; (b) two (2) business days following deposit in
the United States mail, registered or certified, return receipt requested; or
(C) one (1) business day following delivery to Federal Express or other similar
express delivery service marked for next business day delivery in a properly
sealed envelope and postage prepaid, in each event addressed to the party for
whom such notice of communication is intended, at such party's address set forth
below their respective signatures or at any other address provided in writing by
such party to the other party by not less than ten (10) days prior written
notice otherwise complying with this Section 15, with copies also to:
Robert L. Shaw, Esq.
Byrne, Beaugureau, Shaw,
Zukowski & Hancock, P.C.
2111 East Highland Avenue, Suite 255
Phoenix, Arizona 85016
Fax: (602) 957-6935
Phone: (602) 956-4438
16. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
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inure to the benefit of Seller and Buyer and their respective successors and
assigns; provided, that any such assignment by Buyer shall not in any event be
effective and binding unless and until: (a) written notice thereof is given to
Seller and Escrow Holder (which must be not later than ten (10) days prior to
Closing); and (b) either Seller consents to such assignment, which may be
withheld in Seller's sole and absolute discretion, or such assignment shall be
to an entity effectively controlled by The Windsor Corporation or its affiliates
(a "Permitted Assign").
17. TIME AND LAW. Time is of the essence of this Agreement. This
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Agreement shall be interpreted under and controlled by Tennessee law.
18. ATTORNEYS' FEES. In the event any action shall be instituted by
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either of the parties hereto for the enforcement of any of its rights or
remedies in and under this Agreement (if allowed), the party in whose favor
judgment shall be rendered therein shall be entitled to recover from
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the other party all costs incurred by said prevailing party in said action,
including reasonable attorneys' fees, fixed by the court, and not by jury.
19. TIME FOR PERFORMANCE. Except as expressly provided for herein, the
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time for performance of any obligation or taking any action under this Agreement
shall be deemed to expire at 5:00 P.M., P.S.T. on the last day of the applicable
time period provided for herein. A "business" day shall mean any day other than
a Saturday, Sunday or holiday recognized by the State of Tennessee. If the time
for performance under this Agreement occurs on a day other than a business day,
the time for performing shall be extended to the next succeeding business day.
20. ENTIRE AGREEMENT AND RECORDATION. This Agreement constitutes the
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entire agreement between the parties pertaining to the Property, and supersedes
all prior agreements and understandings of the parties in connection therewith.
No oral agreements or understandings between the parties shall be binding upon
them. Buyer shall not record, or cause recordation of this Agreement or any
memorandum or any evidence hereof.
21. HEADINGS; COUNTERPARTS. The headings of this Agreement are for
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purposes of reference only and shall not limit or define the meaning of any
provision of this Agreement. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which shall
constitute one and the same instrument.
22. TAX DEFERRED EXCHANGE. Buyer ("Accommodator") shall cooperate with
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Seller ("Requesting Party") in effectuating disposition of the Property pursuant
to a tax deferred exchange under Section 1031 of the Internal Revenue Code of
1986, as and if amended (an "Exchange"), subject to the following limitations:
A. The Requesting Party shall have the right to proceed with an
Exchange at any time prior to the Closing Date, provided it gives
reasonable advance notice of its desire to have Accommodator
participate in the Exchange, together with each and all of the
documents to be executed by Accommodator with respect to the Exchange.
B. Neither the Closing, nor consummation of any other aspect of
this Agreement, shall in any way be predicated or conditioned on the
Exchange or completion thereof.
C. Any documents to be executed by Accommodator in connection
with an Exchange shall not cause Accommodator to incur any additional
cost, expense or liability.
D. Accommodator shall have the right, as a condition to
participation in the Exchange, to require Requesting Party to provide
advance payment to Accommodator of the reasonably anticipated extra
costs, including attorneys' fees, to be incurred by Accommodator
solely by reason of participation in the Exchange.
E. Accommodator does not make any representation or warranty to
Requesting Party or any other third party, including state or federal
tax authorities, that the Exchange will qualify for any particular or
deferred tax treatment.
F. Requesting Party shall indemnify and hold Accommodator
harmless for, from and against any and all liability, damages, or
costs, including actual attorneys' fees, incurred or that may be
incurred by Accommodator by virtue of Accommodator's participation in
the Exchange.
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G. The Exchange shall not in any limit, terminate or otherwise
effect all or any of any party's rights or obligations, under this
Agreement.
23. NO OTHER WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
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BUYER ACKNOWLEDGES THAT SELLER IS SELLING THE PROPERTY "AS IS" AND THAT NEITHER
SELLER NOR ITS AGENTS HAVE MADE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR
IMPLIED, ORAL OR WRITTEN, REGARDING ANY MATTER PERTAINING TO THE PROPERTY OR ITS
USE INCLUDING: (I) THE PHYSICAL CONDITION, ZONING, USE, VALUE, INTENDED USE, OR
OTHER CONDITION OF THE PROPERTY; (II) ITS MERCHANTABILITY; (III) ITS FITNESS FOR
A PARTICULAR PURPOSE; (IV) THE PHYSICAL CONDITION, ZONING, USE, VALUE, INTENDED
USE, OR OTHER CONDITION OF ANY NEIGHBORING PROPERTY; OR (V) THE CLASSIFICATION
OF THE PROPERTY FOR DETERMINING THE ASSESSED VALUE OF THE PROPERTY FOR AD
VALOREM TAX PURPOSES. BUYER HAS HAD AMPLE OPPORTUNITY TO INSPECT THE PROPERTY
AND HAS AGREED TO PURCHASE IT IN ITS CONDITION AS OF CLOSING. BUYER AGREES THAT
IT WILL NOT ATTEMPT TO ASSERT ANY CLAIM OR LIABILITY AGAINST SELLER FOR
FURNISHING THE PROPERTY MATERIALS OR FOR ANY MATTER CONTAINED IN THE PROPERTY
MATERIALS. BUYER WAIVES, AND RELEASES SELLER FROM, PRIVATE RIGHTS OF ACTION
UNDER FEDERAL, STATE, LOCAL AND COMMON LAW, INCLUDING THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT, WHICH BUYER MAY HAVE
AGAINST SELLER ARISING OUT OF THE PRESENCE OF HAZARDOUS WASTE ON THE PROPERTY
WHICH IS SPECIFICALLY DISCLOSED BY THE PHASE 1 ENVIRONMENTAL REPORT WHICH BUYER
WILL HAVE PREPARED PRIOR TO THE CLOSING OR ARISING OUT OF THE PHYSICAL CONDITION
OF THE PROPERTY OR ANY ADJACENT PROPERTY WHICH IS SPECIFICALLY DISCLOSED BY THE
PHASE 1 ENVIRONMENTAL REPORT WHICH BUYER WILL HAVE PREPARED PRIOR TO THE
CLOSING.
10
<PAGE>
"SELLER
TRAILMONT MHP, LTD., a California limited partnership
/s/ Charles G. Irion
---------------------------------------------------------
By: U.S. Park Financial, a California General Partnership
As: General Partner
By: Charles G. Irion, General Partner
Address: 3515 N. 12th Street, Suite 1
Phoenix, AZ 85014
Phone: (602) 230-0595
Fax: (602) 230-0596
TRAILMONT MHP, LTD., a California limited partnership
/s/ Van Anderson
----------------------------------------------------------
By: U.S. Park Financial, a California General Partnership
As: General Partner
By: Van Anderson, General Partner
Address: 2149 Firethorn Glen
Escondido, CA 92027
Fax: (619) 741-0473
Phone: (619) 741-7398
"BUYER"
WINDSOR PARK PROPERTIES 3,
A California Limited Partnership
/s/ Andrew Kean
----------------------------------------------------------
By: The Windsor Corporation, a California Corporation
As: General Partner
By: Andrew Kean, General Counsel
WINDSOR PARK PROPERTIES 4,
A California Limited Partnership
/s/ Andrew Kean
----------------------------------------------------------
By: The Windsor Corporation, a California Corporation
As: General Partner
By: Andrew Kean, General Counsel
11
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WINDSOR PARK PROPERTIES 3
(A California Limited Partnership)
--------------------------------------
(Registrant)
By /s/ John A. Coseo, Jr.
----------------------------------
JOHN A. COSEO, JR.
General Partner
Date: January 26, 1996
