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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) MAY 15, 1995
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ASSOCIATED PLANNERS REALTY FUND,
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-2032 95-4036980
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
5933 W. CENTURY BLVD. #900, LOS ANGELES, CA 90045
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 670-0800
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 15, 1995, the Shurgard Mini-Warehouse Facility located at 11315
Meridian South, Puyallup, Washington was sold to Shurgard Storage Centers, Inc.
("the Buyer"). The gross sales price was $1,550,000, although the Partnership
received $1,510,976 in net proceeds as a result of the transaction. This net
proceeds amount is calculated as the gross sale price of $1,550,000 less $23,486
in excise taxes paid to the State of Washington, less $4,332 in miscellaneous
escrow closing costs, less $11,206 in prepaid user rents, net of rent receivable
and property taxes, attributable to the Partnership. Net sales proceeds for tax
reporting purposes are $1,522,182.
The amount of consideration received from the sale of the building was
arrived at through an arms-length negotiation process with the Buyer. The sale
was consummated for all cash without the use of seller provided financing, or
other installment sale techniques.
The Buyer of the property is an affiliate of the original seller of the
property that the Partnership acquired the property from in 1987.
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ASSOCIATED PLANNERS REALTY FUND, A CALIFORNIA LIMITED PARTNERSHIP
SIGNATURES
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 hereunto duly authorized.
By: West Coast Realty Advisors, Inc.
A California Corporation, General
Partner
Date ---------------------------- --------------------------------------
William T. Haas
DIRECTOR AND EXECUTIVE VICE
PRESIDENT/SECRETARY
Date ---------------------------- --------------------------------------
Michael G. Clark
VICE PRESIDENT/TREASURER
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EXHIBIT 99
AGREEMENT
FOR PURCHASE AND SALE
MARCH 20, 1995
Seattle, Washington
THIS AGREEMENT FOR PURCHASE AND SALE, as above dated for convenience and
reference, is entered into by and between ASSOCIATED PLANNERS REALTY FUND, a
California limited partnership, (hereinafter referred to as "Seller"), and
SHURGARD STORAGE CENTERS, INC. a Delaware corporation, (hereinafter referred to
as "Purchaser").
ARTICLE I
PURCHASE AND SALE
1.01 PROPERTY. Subject to the terms and conditions set forth in this
Agreement, Seller agrees to sell and Purchaser agrees to purchase from Seller,
on the terms and conditions set forth in this Agreement, a fee simple interest
in that certain parcel of land legally described on Exhibit A attached hereto
and by this reference incorporated herein, located in the County of Pierce,
State of Washington, together with all rights, easements and appurtenances
pertaining to said real property, if any, including all improvements, buildings,
fixtures and structures situated on said real property, if any, and all personal
property, permits, architectural drawings, contract rights and other intangible
rights associated with the real property being sold and transferred hereunder.
All of the foregoing items to be purchased under this Agreement shall be
collectively referred to as the "Property".
ARTICLE II
PURCHASE PRICE
2.01 PURCHASE PRICE. The purchase price ("Purchase Price") for the
Property shall be ONE MILLION FIVE HUNDRED FIFTY THOUSAND DOLLARS (US
$1,550,000), which shall be paid by Purchaser by wire transfer in immediately
available federal funds into escrow on or before the Closing Date identified in
Section 5.01. The Purchase Price contemplates that all costs and expenses of
closing are allocated in the manner set forth in Section 5.06. If local customs
or laws dictate or require that such costs and expenses be allocated in a
different manner, the Purchase Price shall be correspondingly adjusted so as to
achieve the same economic effect as if the costs and expenses had been allocated
as set forth in Section 5.06.
2.02 ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be allocated
as follows:
<TABLE>
<S> <C>
Improvements: $ 992,000
Land: 248,000
Other: Rental Agreements 31,000
Personal Property 15,000
Covenant Not to Compete/Goodwill 264,000
----------
$1,550,000
</TABLE>
2.03 EARNEST MONEY. Within five (5) days of the Execution Date (defined
below), Purchaser shall pay as earnest money FIFTEEN THOUSAND DOLLARS ($15,000)
in the form of a Note payable to the Escrow Holder, (defined below), which shall
be reduced to cash within five (5) days after Real Estate Committee approval as
provided in Section 4.01(b), hereof. The earnest money ("Earnest Money") then
shall be deposited into an interest-bearing account with the Escrow Holder to be
invested at the direction and for the benefit of the Purchaser. This Earnest
Money, including interest, shall be applied toward the Purchase Price.
<PAGE>
ARTICLE III
TITLE, SURVEY AND RECORDS
3.01 BOOKS AND RECORDS. Within fifteen (15) days following the Execution
Date, Seller shall furnish Purchaser with complete and legible copies of the
documents listed on Exhibit B (the "Books and Records"). To the extent Seller
does not have any of such documents, or such documents do not exist, Seller
shall notify Purchaser in writing to that effect.
3.02 TITLE, SURVEY, ENVIRONMENTAL AUDIT. By executing this Agreement,
Seller authorizes:
(a) Purchaser to obtain from a Title Company acceptable to Purchaser
("Title Company") a current title commitment (the "Preliminary Commitment")
for the owner's title policy referred to in Section 6.02, together with
legible copies of all documents referred to therein;
(b) Purchaser to conduct a UCC search and obtain a UCC search
certificate (the "UCC Search Certificate") identifying all security
interests or liens of any kind or nature against the Seller, together with
legible copies of all instruments referred to in the UCC Search Certificate;
and
(c) Purchaser to request engineers, surveyors and environmental
consultants to survey, inspect and audit the Property, and hereby grants to
said professionals and their agents full entry onto the Property and further
hereby authorizes said professional to record the survey or to report the
results of the environmental audit if required by law.
3.03 NOTICES OF VIOLATION. In addition to the documents provided in
accordance with Section 3.01, Seller shall immediately notify Purchaser of its
receipt of, and provide Purchaser copies of any notices of violations of any
federal, state, municipal or other health, building, zoning, safety,
environmental protection or other applicable code, law, ordinance rule or
regulation, which it receives, or becomes aware of relative to the Property,
after the Execution Date.
ARTICLE IV
CONTINGENCIES
4.01 CONTINGENCIES/CONTINGENCY PERIOD. Purchaser's obligation to purchase
the Property pursuant to this Agreement is subject to the following
contingencies which must be met to the sole satisfaction and discretion of
Purchaser, within the time provided for herein:
(a) All matters affecting the title, condition and use of the Property,
as disclosed by, among other things, the Preliminary Title Commitment, the
survey, UCC search certificate, the Books and Records, and an environmental
audit shall have been approved by Purchaser. This contingency shall be
waived or satisfied within 30 days after the Execution Date; and
(b) Purchaser's acquisition of the Property shall have received final
approval in writing by the Real Estate Investment Committee of Shurgard
Incorporated, an advisor of Purchaser. This contingency shall be waived or
satisfied within 30 days after the Execution Date.
4.02 ADDITIONAL INFORMATION. After Purchaser has waived the contingencies
provided for in Section 4.01, in the event an update to the Preliminary Title
Commitment adds an exception to title, changes the legal description of the
Property, or a notice relating to the Property is received pursuant to Section
3.03, Purchaser shall have ten (10) days from receipt of said update or notice
to object in writing to the added exception or impact of the notice on the
conditions of the Property.
4.03 SATISFACTION, WAIVER OF CONTINGENCIES. Seller acknowledges that the
contingencies are for the benefit of Purchaser and that it will be left to the
sole discretion of Purchaser to determine whether the contingencies have been
satisfied or whether Purchaser wishes to waive satisfaction of one or more of
the contingencies. On or prior to the expiration of the respective contingency
periods identified in Section 4.01 hereof, Purchaser may advise Seller that the
satisfaction of one or more of the contingencies is subject to specific
conditions (for example, the removal of certain title exceptions), and in such
event, Purchaser's obligation to proceed with the acquisition will be subject to
the satisfaction of such conditions. In such event, Seller shall advise
Purchaser in writing prior to
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expiration of the applicable Contingency Period whether Seller intends to
satisfy such conditions or terminate this Agreement; provided, however, if
Seller intends to terminate this Agreement, Purchaser shall be entitled to waive
the condition and keep the Agreement in full force and effect.
4.04 EXPIRATION OF CONTINGENCY PERIOD. In the event Purchaser fails to
advise Seller of the satisfaction or dissatisfaction of the contingencies in
Section 4.01 and 4.02 hereof, within the Contingency Period provided therein,
the contingencies shall be deemed to have not been satisfied or waived and
Purchaser shall be deemed to have exercised its option to terminate this
Agreement. In such event the Earnest Money and any interest accrued thereon,
shall be returned to Purchaser. NO OFFICER, EMPLOYEE OR AGENT OF PURCHASER SHALL
HAVE ANY AUTHORITY TO ALTER OR WAIVE THIS SECTION 4.04 AND ANY ATTEMPTED WAIVER
OR ALTERATION SHALL BE VOID AND OF NO EFFECT.
ARTICLE V
CLOSING/ESCROW
5.01 CLOSING DATE. This transaction shall close on or before the date
("Closing Date") which is 15 days after waiver or satisfaction of the
contingencies in Section 4.01.
5.02 CERTAIN OBLIGATIONS OF PURCHASER AND SELLER. In addition to any other
obligations contained in this Agreement:
(a) On or before the Closing Date, Purchaser shall deposit into escrow
the Purchase Price less Earnest Money previously paid.
(b) On or before two business days prior to the Closing Date, Purchaser
shall deposit into Escrow all documents required by this Agreement to be
deposited by Purchaser to carry out this Agreement.
(c) On or before two business days prior to the Closing Date, Seller
shall deposit the following into Escrow: (i) the deed required in Section
6.01 hereof, duly executed, acknowledged and in recordable form, free and
clear of all liens, encumbrances and exceptions, except those approved by
Purchaser, (ii) the bill of sale and Assignment of Rental Agreements
required in Section 6.01 hereof; (iii) the Certificate that Seller's
representations and warranties as set forth in Article VII hereof are true
and correct as of the Closing Date, attached hereto as Exhibit D, executed
by Seller, and (iv) all other documents required by this Agreement to be
deposited by Seller to carry out this Agreement.
5.03 CONDITIONS TO SELLERS OBLIGATION TO SELL. Seller's obligation to sell
the Property is expressly conditioned on Purchaser having deposited with Escrow
Holder all sums and documents required in Section 5.02.
5.04 CONDITIONS TO PURCHASER'S OBLIGATIONS TO PURCHASE. Purchaser's
obligation to purchase the Property is expressly conditioned on (a) Seller
having deposited with Escrow Holder all documents required in Section 5.02
hereof, (b) Seller having timely performed each obligation and covenant to
Seller hereunder, (c) the Title Company irrevocably committing to issuing a
title insurance policy to Purchaser meeting the requirements of Section 6.02
hereof, and (d) all representations and warranties of Seller hereunder being
materially true and correct.
5.05 PRORATIONS. Except as otherwise provided herein, all prorations are
to be apportioned at midnight on the day immediately preceding the Closing Date:
(a) Real property taxes shall be prorated between Purchaser and Seller
based on the latest available billing with respect to property taxes.
(b) Utilities, if any, shall be prorated as of midnight as of the day
immediately preceding the Closing Date, but paid by the parties outside of
this escrow.
(c) Seller shall pay to the Title Company in cash at the Closing all
unpaid assessments against the Property, if any, existing as of the Closing
Date whether due and payable before or after such date, and the Title
Company shall remit such payments directly to the assessing agency.
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(d) Rental or other income from the Property shall be pro-rated as
follows:
(i) Any rental or other income of the Property which is payable for
periods thirty (30) days or less prior to the Closing Date but which, as
of the Closing Date, has not been received by Seller, shall be credited
to Seller provided, however, that such rental or other income shall not
be credited to Seller if it is due from tenants or other parties who also
owe Seller amounts for periods more than thirty (30) days prior to the
Closing Date.
(ii) Any rental or other income of the Property which is payable for
periods more than thirty (30) days prior to the Closing Date but which,
as of the Closing Date, has not been received by Seller, shall not be
credited to Seller but shall become the property of Purchaser if and when
such is collected.
(iii) Any rental or other income of the Property previously collected
by Seller which represents payment attributable to the use of part or all
of the Property on or after the Closing Date shall be credited to
Purchaser.
5.06 COSTS OF ESCROW. It is hereby acknowledged and understood by Seller
and Purchaser that:
(a) Seller shall pay one-half ( 1/2) of the escrow fee (and/or any
escrow cancellation charges); the cost of a standard CLTA owner's policy of
title insurance required pursuant to Section 6.02; the cost of any transfer
taxes, excise taxes, recording fees, deed or documentary stamps, document
taxes, mortgage taxes, intangible taxes and similar taxes and charges with
respect to the transaction contemplated herein; and the cost of any Seller's
other obligations hereunder.
(b) Purchaser shall pay: one-half ( 1/2) of the escrow fee (and/or any
escrow cancellation charges) the cost of the extended portion of the title
insurance policy and endorsements to the title insurance policy; the cost of
an environmental audit, if any; and the cost of any of Purchaser's other
obligations hereunder.
5.07 ESCROW. Escrow shall open on the date on which a copy of this
Agreement, properly executed, is delivered to the Escrow Holder. The Escrow
Holder shall be:
Chicago Title Insurance
1800 Columbia Center
701 Fifth Avenue
Seattle, WA 98104
Attn: Edie Aslett
If required by Escrow Holder, Purchaser and Seller shall execute Escrow Holder's
usual form of escrow instructions for transactions of this type, provided,
however, that (a) in the event that any portion of such additional escrow
instructions shall be inconsistent with the provisions of this Agreement, the
provisions of this Agreement shall prevail to the extent of any such
inconsistency; (b) such escrow instructions shall specifically provide that no
provision thereof shall have the effect of modifying this Agreement unless it is
expressly so stated and such express statement is initialed by Purchaser and
Seller, and (c) Seller or Purchaser may supplement these escrow instructions
consistent with the terms and conditions hereof.
5.08 Buyer Waives Collection of any outstanding management fees.
ARTICLE VI
TITLE/TITLE INSURANCE
6.01 CONVEYANCE. Seller shall convey good, insurable and indefeasible fee
simple title to Purchaser by Statutory Warranty Deed or other general warranty
deed used in the situs state. The terms and provisions of this Section shall
survive the Closing and shall not merge with the Deed. Seller shall convey good,
unencumbered title to personal property to Purchaser by Bill of Sale. Seller
shall assign its interest under the leases and licenses affecting the property
identified in item (a) of Exhibit B, to Purchaser, by an Assignment of Rental
Agreements in the form of attached Exhibit E.
<PAGE>
6.02 TITLE INSURANCE. At the closing, Seller shall, at its expense,
furnish to Purchaser a standard CLTA Form B-1970 owner's title insurance policy
in Purchaser's favor in the amount of the Purchase Price, insuring Purchaser's
indefeasible fee simple title to the Property, subject only to those exceptions
approved by Purchaser.
ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS
7.01 REPRESENTATIONS AND WARRANTIES OF SELLER. To induce Purchaser to
enter into and perform under this Agreement, Seller represents and warrants to
Purchaser, as of the date hereof and as of the Closing Date, that the following
representations and warranties are true and correct, except for those specific
exceptions, if any, identified by Seller on Exhibit C:
(a) Representations and Warranties regarding Seller's ability to sell the
Property:
(i) Seller is duly organized, validly existing and in good standing
under the laws of the state in which Seller was organized and has the full
power, authority and legal right to execute, deliver and perform under this
Agreement;
(ii) This Agreement constitutes the legal, valid and binding obligation
of Seller, enforceable against Seller in accordance with its terms, and the
execution and performance of this Agreement do not and will not conflict
with, or cause a default under, (i) any agreement to which Seller is a party
or by which Seller or the Property is bound; or (ii) any statute, law,
decree, regulation or order of any governmental authority applicable to
Seller or the Property;
(iii) There are no actions, suits, proceedings, orders or investigations
pending or, to the best of Seller's knowledge, threatened against or
affecting Seller at law or in equity, or before or by any governmental body
which might adversely affect Seller's performance under this Agreement;
(iv) There are no existing, pending or, to the best of Seller's
knowledge, threatened (A) condemnation or similar proceedings with respect
to the Property, (B) public improvements in, about or outside the Property
which have resulted in or might result in the imposition of any assessment,
lien or charge against the Property, or (C) special assessments or similar
charges against the Property;
7.02 REPRESENTATIONS AND WARRANTIES OF PURCHASER. To induce Seller to
enter into and perform this Agreement, Purchaser represents and warrants to
Seller, as of the date hereof and as of the Closing Date, as follows:
(a) Purchaser (i) is duly organized,validly existing and in good
standing under the laws of the state in which Purchaser was organized, (ii)
has full power, authority and legal right to execute, deliver and perform
this Agreement, and (iii) has obtained all necessary consents and approvals
of all requisite parties to execute this Agreement;
(b) This Agreement constitutes the legal, valid and binding obligation
of Purchaser, enforceable against Purchaser in accordance with its terms;
and
(c) The execution and performance of this Agreement does not and will
not conflict with, or cause a default under, (i) any agreement to which
Purchaser is a party or by which Purchaser or the Property is bound or (ii)
to the best of Purchaser's knowledge, any statute, law, decree, regulation
or order of any governmental authority applicable to Purchaser or the
Property.
7.03 COVENANTS. Seller and Purchaser hereby covenant and agree with and
for the benefit of the other as set forth in this Section.
(a) CONFIDENTIALITY. Seller and Purchase shall, prior to the closing,
maintain the confidentiality of this sale and purchase and shall not
disclose the form of this Agreement or of such sale and purchase to any
third parties whomsoever other than the Escrow Holder, the Title Company,
and other persons whose assistance is required in carrying out the terms of
this Agreement. Neither Seller nor Purchaser shall, at any time, issue a
press release or other communication regarding this sale and purchase or
other communication regarding this sale and purchase unless
<PAGE>
such release or communication has received the prior written approval of the
other party hereto. However, this paragraph shall not be applicable to the
Purchaser to the extent Purchaser, or an affiliate thereof, is obligated by
state or federal securities laws to disclose information.
(b) NOTICES OF VIOLATION. Seller agrees to immediately notify
Purchaser or its receipt of any notices of violations of any federal, state,
municipal or other health, building, zoning, safety, environmental
protection or other applicable code, law, ordinance rule or regulation now
or hereafter existing and relating or applying to the Property which it
receives from and after the date hereof.
(c) EXISTING INDEBTEDNESS. Seller shall make all principal and
interest payments due on all indebtedness secured by the Property (the
"Secured Indebtedness"), if any, and take any and all action as may be
necessary to avoid any default under the Secured Indebtedness.
(d) FUTURE AGREEMENTS. Without the prior written approval of
Purchaser, Seller shall not enter into any written or oral leases or
contracts pertaining to the Property other than such contracts and
agreements which are entered into in the ordinary course of business and are
terminable upon written notice of not more than thirty (30) days.
7.04 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the
representations and warranties set forth in Sections 7.01 and 7.02 shall survive
the closing and shall remain in full force and effect as of the Closing Date.
ARTICLE VIII
NONCOMPETE, SIGNAGE
8.01 NONCOMPETITION COVENANT. Seller (and each director, officer, partner,
trustee, controlling shareholder or other person, however designated, with
similar power and authority if Seller is a corporation, partnership, limited
partnership, trust or other legal entity other than a natural person) covenants
and agrees that, for a three (3) year period from the Closing Date, it shall not
directly or indirectly construct, acquire, manage or own, or acquire an interest
in an entity which constructs, acquires, manages or owns, a self-service storage
facility within five (5) miles of the Property. The terms and provisions of this
Section shall survive the Closing and shall remain in full force and effect as
of the Closing Date.
ARTICLE IX
REMEDIES FOR BREACH,
INDEMNIFICATION
9.01 PURCHASER REMEDIES. If Seller is in default of any obligation
hereunder, Purchaser may pursue any remedy available at law or equity,
including, but not limited to, one or more of the following: specific
performance of this Agreement against Seller, termination of this Agreement, or
suit for damages.
9.02 SELLER REMEDIES. If Purchaser fails, without legal excuse, to
complete the purchase of the Property, the Earnest Money shall be forfeited to
the Seller as the sole and exclusive remedy available to the Seller for such
failure.
9.03 INDEMNIFICATION OF SELLER. Purchaser agrees to indemnify and hold
Seller harmless from and against any and all liabilities, claims, damages,
demands, costs and expenses of any kind or nature (except those items which by
this Agreement specifically become the obligation of Seller), including, without
limitation, legal, accounting, consulting, engineering and other expenses, which
may be incurred by Seller, arising out of any acts, omissions, events or
circumstances on or in connection with the operation, condition or ownership of
the Property occurring after the Closing Date, including, without limitation,
any environmental condition first occurring after the Closing Date on or about
the Property; provided, however, that such indemnification shall not apply to
the extent that any such liability arises from any acts or omissions of the
Seller. The terms and provisions of this Section shall survive the Closing and
shall remain in full force and effect as of the Closing Date.
<PAGE>
9.04 INDEMNIFICATION OF PURCHASER. Seller agrees to indemnify and hold
Purchaser harmless against any and all liabilities, claim, damages, demands,
costs and expenses of any kind or nature (except those items which by this
Agreement specifically become the obligations of Purchaser), including, without
limitation, legal, accounting, consulting, engineering and other expenses, which
may be incurred by Purchaser, arising out of any act, omissions, events or
circumstances on or in connection with the operation, condition or ownership of
the Property existing or occurring prior to the Closing Date, including, without
limitation, the environmental condition of or about the Property existing prior
to the Closing Date; provided, however, that such indemnification shall not
apply to the extent that any such liability arises from any acts or omissions of
the Purchaser. Seller further agrees to hold Purchaser harmless with respect to
any findings of the environmental audit conducted on the Property pursuant to
Section 4.01. The terms and provisions of this Section shall survive the Closing
and shall remain in full force and effect as of the Closing Date.
9.05 INDEMNIFICATION REGARDING BROKERS. Purchaser and Seller each
represent and warrant to the other that no broker, agent or finder, licensed or
otherwise, has been engaged by it, respectively, in connection with the
transaction contemplated by this Agreement. In the event of any claim for a
broker's, agent's or finder's fee or commission in connection with the
negotiation, execution or consummation of this transaction, the party upon whose
alleged statement, representation or agreement such claim or liability arises
shall indemnify, hold harmless and defend the other party from and against such
claim and liability, including, without limitation, reasonable attorney's fee
and court costs and title cancellation charges. The terms and provisions of this
Section shall survive the Closing and shall remain in full force and effect as
of the Closing Date.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.01 INCORPORATION OF EXHIBITS. All exhibits attached hereto and referred
to herein are incorporated into this Agreement as though fully set forth herein.
10.02 ATTORNEYS' FEES. Should either party employ an attorney or attorneys
to enforce any of the provisions hereof or to protect its interest in any manner
arising under this Agreement, or to recover damages for the breach hereof, the
nonprevailing party in any action pursued in courts of competent jurisdiction
(the finality of which action is not legally contested) agrees to pay to the
prevailing party all reasonable costs, damages and expenses, including
attorneys' fees, expended or incurred in connection therewith; provided,
however, that if more than one item is disputed and the final decision is
against each party as to one or more of the disputed items, then such costs,
expenses and attorneys' fees shall be apportioned in accordance with the
monetary values of the items decided against each party. The terms and
provisions of this Section shall survive the Closing and shall remain in full
force and effect as of the Closing Date.
10.03 NOTICES. All notices, requests, demands and other communications
given or required to be given hereunder shall be in writing, and either hand
delivered, delivered by facsimile, or mailed in
<PAGE>
the U.S. Mail, duly addressed to the parties as set forth below. Hand delivered
and faxed notices shall be deemed received on the day of delivery, and mailed
notices on the third business day after postmark.
To Seller: Associated Planners Realty Fund
c/o Tom Mauldin
West Coast Realty
5933 West Century Blvd., Suite 900
Los Angeles, CA 90054-5454
[TELEPHONE] (310) 337-9700
[FAX] (310) 337-9895
To Purchaser: Martha Anamosa, Esq.
Shurgard Storage Centers, Inc.
1201 Third Avenue, Suite 2200
Seattle, Washington 98101
(206) 624-8100
(206) 624-1645 FAX
And To: Marcie Hinthorne
Shurgard Storage Centers, Inc.
1201 Third Avenue, Suite 2200
Seattle, Washington, 98101
(206) 624-8100
(206) 624-1645 FAX
10.04 ASSIGNMENT. This Agreement shall be binding upon the parties hereto
and their respective heirs, successors or representatives, and this Agreement
may not be assigned by either party without the express written consent of the
other party first had and obtained. Notwithstanding the foregoing, however, it
is expressly agreed that Purchaser may assign its rights in, to and under all or
any portion of this Agreement to any affiliate of Purchaser.
10.05 GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the state in which the Property is located.
10.06 ENTIRE AGREEMENT/SEVERABILITY. This Agreement contains all of the
agreements of the parties hereto with respect to the matters contained herein
and no prior or contemporaneous agreement or understanding, oral or written,
pertaining to any such matters shall be effective for any purpose. No provision
of this Agreement may be modified, waived, amended or added to except by an
instrument in writing signed by the party against which the enforcement of such
modification, waiver, amendment or addition is or may be sought. If any
paragraph, section, sentence, clause or phrase contained in this Agreement shall
become illegal, null or void against public policy, or otherwise unenforceable,
for any reason, or shall be otherwise unenforceable, the remaining paragraphs,
sections, sentences, clauses or phrases contained in this Agreement shall not be
affected thereby.
10.07 WAIVER/TIME OF ESSENCE. The waiver of any breach of any provision
hereunder by Purchaser or Seller shall not be deemed to be a waiver of any
preceding or subsequent breach hereunder. No failure or delay of any party in
the exercise of any right given hereunder shall constitute a waiver thereof nor
shall any partial exercise of any right preclude further exercise thereof. Time
is of the essence in this Agreement as to all dates and time periods set forth
herein.
10.08 REPRESENTATION BY COUNSEL. Purchaser is represented in this
transaction by counsel. This is a legally binding contract and Seller is advised
to seek counsel before executing this Agreement.
10.09 FURTHER ACTION. Seller and Purchaser agree that, upon the request of
the other party, each will take all such further actions, and deliver such
additional documents as may be reasonably required to effectuate the transaction
as contemplated by this Agreement, at the cost of the requesting party. The
terms and provisions of this Section shall survive the Closing and shall remain
in full force and effect as of the Closing Date.
<PAGE>
10.10 COUNTERPARTS. 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. Upon execution, Seller shall immediately
forward this signed Agreement to Purchaser pursuant to Section 10.03 hereof.
10.11 EXPIRATION OF OFFER. THIS OFFER MUST BE EXECUTED AND ACCEPTED BY
SELLER BY MARCH 31, 1995 OR THE OFFER TERMINATES.
IN WITNESS WHEREOF, this Agreement has been executed by the parties on the
date set forth next to their respective signatures below, notwithstanding that
this Agreement is dated for convenience and reference as of the date and year
first written above. The "Execution Date" shall be the latter of the execution
dates adjacent to the signature line below.
Seller:
ASSOCIATED PLANNERS REALTY FUND,
a California limited partnership
By: West Coast Realty Advisors,
a California Corporation
Dated: March 27, 1995 By /s/ TOM MAULDIN
-----------------------------------
Name Tom Mauldin
Its PRESIDENT
Purchaser:
SHURGARD STORAGE CENTERS, INC.,
a Delaware corporation
Dated: By
-----------------------------------
Name
Its
<PAGE>
EXHIBIT A
(LEGAL DESCRIPTION OF PROPERTY)
PARCEL A:
THAT PORTION OF "REMAINDER OF ORIGINAL PARCEL" OF PIERCE COUNTY SHORT PLAT
NUMBER 78-381, ACCORDING TO PLAT RECORDED MAY 16, 1978 IN VOLUME 26 OF SHORT
PLATS AT PAGE 19, DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF LOT 2 OF PIERCE COUNTY SHORT PLAT
NUMBER 78-381;
THENCE SOUTH 89 DEGREES 37 MINUTES 50 SECONDS EAST 134.97 FEET TO THE
POINT OF BEGINNING;
THENCE CONTINUING SOUTH 89 DEGREES 37 MINUTES 50 SECONDS EAST 326.00
FEET TO THE NORTHEAST CORNER OF SAID ORIGINAL TRACT;
THENCE SOUTH 00 DEGREES 24 MINUTES 40 SECONDS WEST 306.09 FEET TO THE
SOUTHEAST CORNER OF SAID ORIGINAL TRACT;
THENCE NORTH 89 DEGREES 29 MINUTES 19 SECONDS WEST 460.58 FEET TO THE
SOUTHEAST CORNER OF LOT 1 OF SAID SHORT PLAT;
THENCE NORTH 00 DEGREES 19 MINUTES 13 SECONDS EAST ALONG THE EAST LINE
OF SAID LOT 1, 152.73 FEET;
THENCE SOUTH 89 DEGREES 37 MINUTES 50 SECONDS EAST 134.97 FEET;
THENCE NORTH 00 DEGREES 19 MINUTES 13 SECONDS EAST 152.22 FEET TO THE
POINT OF BEGINNING, IN PIERCE COUNTY, WASHINGTON.
PARCEL B:
AN EASEMENT FOR INGRESS, EGRESS AND UTILITES 32.5 FEET IN WIDTH AS SHOWN ON
PIERCE COUNTY SHORT PLAT NO. 78-381, ACCORDING TO THE PLAT RECORDED MAY 16,
1978, IN VOLUME 26 OF SHORT PLATS AT PAGE 19, IN PIERCE COUNTY, WASHINGTON.
PARCEL C:
AN EASEMENT FOR INGRESS, EGRESS AND UTILITES 35 FEET IN WIDTH AS SHOWN ON
PIERCE COUNTY SHORT PLAT NO. 78-381, ACCORDING TO THE PLAT RECORDED MAY 16,
1978, IN VOLUME 26 OF SHORT PLATS AT PAGE 19, IN PIERCE COUNTY, WASHINGTON.
PARCEL D:
AN EASEMENT FOR INGRESS, EGRESS AND UTILITIES OVER, UNDER AND ACROSS THE
EAST 30 FEET OF LOTS 1 AND 2 OF PIERCE COUNTY SHORT PLAT NO. 78-381, ACCORDING
TO THE PLAT RECORDED MAY 16, 1978, IN VOLUME 26 OF SHORT PLATS AT PAGE 19, IN
PIERCE COUNTY, WASHINGTON.
PARCEL E:
AN EASEMENT FOR INGRESS, EGRESS AND FOR PUBLIC AND PRIVATE UTILITIES OVER,
UNDER AND ACROSS THE FOLLOWING DESCRIBED PROPERTY AS GRANTED IN INSTRUMENT
RECORDED UNDER RECORDING NO. 2782976:
THAT PORTION OF THE SOUTH 15 FEET OF THE NORTH 373 FEET OF THE NORTHWEST
QUARTER OF SECTION 10, TOWNSHIP 19 NORTH, RANGE 4 EAST, WILLAMETTE
MERIDIAN, LYING WEST OF THE EAST 1950 FEET OF SAID NORTHWEST QUARTER AND
EAST OF A LINE 200 FEET EAST OF THE WEST LINE OF SAID NORTHWEST QUARTER.
<PAGE>
PARCEL F:
AN EASEMENT FOR INGRESS, EGRESS AND FOR PUBLIC AND PRIVATE UTILITIES OVER,
UNDER AND ACROSS THE FOLLOWING DESCRIBED PROPERTY AS GRANTED IN INSTRUMENT
RECORDED UNDER RECORDING NO. 2782976:
THE WEST 30 FEET OF THE EAST 1980 FEET OF THE SOUTH 150 FEET OF THE
NORTH 373 FEET OF THE NORTHWEST QUARTER OF SECTION 10, TOWNSHIP 19
NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN PIERCE COUNTY, WASHINGTON.
PARCEL G:
AN EASEMENT FOR INGRESS, EGRESS AND FOR PUBLIC AND PRIVATE UTILITIES OVER,
UNDER AND ACROSS THE FOLLOWING DESCRIBED PROPERTY AS GRANTED IN INSTRUMENT
RECORDED UNDER RECORDING NO. 2782976:
THE WEST 60 FEET OF THE EAST 2010 FEET OF THE SOUTH 193 FEET OF THE
NORTH 223 FEET OF THE NORTHWEST QUARTER OF SECTION 10, TOWNSHIP 19
NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN PIERCE COUNTY, WASHINGTON.
<PAGE>
EXHIBIT B
(BOOKS AND RECORDS REQUIRED BY ARTICLE 3.01)
(a)Certificates from the states of California and Washington showing the
Seller is in good standing and otherwise authorized to execute and
deliver this Agreement and to consummate the transactions contemplated hereby;
(b)*
Copies of information concerning any notices of violation, compliance
schedules, administrative orders or any other enforcement action or
lawsuit taken against Seller and concerning the Property;
(c)*
Copies of records of or information concerning any enforcement actions
pursuant to federal, state and/or local environmental legislation against
neighboring property owners of which Seller has knowledge;
(d)Copies of notice of violations of any laws, regulations or ordinance,
including without limitation land use, zoning, fire, health or safety;
and
(e)Any other document or record with respect to the operation of the
Property which may be reasonably requested by Purchaser.
Except as provided below, Seller shall have properly discharged its
obligation to provide the Books and Records referenced above by making such
Books and Records available for Purchaser's inspection at the place or places
where such Books and Records are normally maintained by Seller. Seller shall,
however, make copies of the items identified with an asterisk and such items
shall be sent directly to Purchaser at the following address:
Marcie Hinthorne
Martha Anamosa, Esq.
Shurgard Storage Centers, Inc.
Suite 2200
1201 Third Avenue
Seattle, Washington 98101
<PAGE>
EXHIBIT C
(LIMITATIONS, IF ANY, TO REPRESENTATIONS AND WARRANTIES
CONTAINED IN ARTICLE VII)
-None-
<PAGE>
EXHIBIT D
SELLER'S CERTIFICATE OF COMPLIANCE
Pursuant to the provisions of the Agreement for Purchaser and Sale and
Escrow Instructions dated 3-27-95 (the "Agreement") between Associated Planners
Realty Fund, a California limited partnership ("Seller") and Shurgard Storage
Centers, Inc. ("Shurgard"), with respect to the property commonly known as
Shurgard of South Hill, Seller certifies as follows:
(1) The representations set forth in Sections 7.01 and 7.02 of the
Agreement required to be made as of the date of closing are true and
correct; and
(2) All necessary action on the part of Seller has been taken with
respect to the consummation of the sale by Seller to Shurgard and all of the
closing documents executed and delivered by Seller to Shurgard at the
closing will be binding on Seller.
Executed this 27th day of March, 1995.
ASSOCIATED PLANNERS REALTY FUND,
a California limited partnership
WEST COAST REALTY ADVISORS
By: __________________________________
Its: _________________________________
<PAGE>
EXHIBIT E
ASSIGNMENT OF RENTAL AGREEMENTS
THIS ASSIGNMENT OF RENTAL AGREEMENTS ("Assignment") is made and entered into
this 27 day of March, 1995 by and between ASSOCIATED PLANNERS REALTY FUND, a
California limited partnership ("Assignor") and SHURGARD STORAGE CENTERS, INC.
("Assignee").
RECITALS
WHEREAS, Assignor and Assignee have entered into an Agreement for Purchase
and Sale and escrow instructions dated [date of agrmnt] (the "Agreement"), for
the sale of that certain real property the legal description of which is
attached as Exhibit A hereto ("the Property");
WHEREAS, Assignor has rented or licensed various parts of the Property to
tenants or licensees under the terms and conditions of certain leases or
licenses delivered to Assignee concurrently herewith (the "Rental Agreements,"
an accurate schedule of which is attached hereto as EXHIBIT A); and
WHEREAS, Assignor desires to assign the Rental Agreements to Assignee, and
Assignee desires to accept the Rental Agreements from Assignor.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual terms and conditions herein
set forth and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. ASSIGNMENT AND ACCEPTANCE
Assignor hereby sells, assigns, conveys, grants and sets over unto Assignee
all of Assignor's right, title and interest in and to, and all of Assignor's
obligations under, the Rental Agreements and all tenant security, advance rental
and similar deposits held by Assignor with regard to or concerning the Property.
Assignee hereby accepts the foregoing assignment and agrees from the date hereof
to be bound by and perform each and every obligation of the Assignor under the
Rental Agreements.
2. REPRESENTATIONS
Assignor represents and warrants to Assignee the following:
2.1 The Rental Agreements are in full force and effect and are assignable
to Assignee;
1. Assignor is not in default under any of its obligations as landlord, lessor,
sublessor or licensor, as the case may be, with respect to the Rental
Agreements;
2.3 None of the Rental Agreements and none of the rents or other amounts
payable thereunder have been assigned, pledged or encumbered; and
2.4 There are no leases, licenses, written agreements, oral agreements,
promises or commitments affecting all or any part of the Property other than the
Rental Agreements.
3. INDEMNIFICATION
Assignor shall indemnify, defend and hold Assignee harmless from and against
any loss, expense or liability resulting from Assignor's breach of this
Assignment or breach prior to the date hereof of any obligation of the landlord
or licensor under any of the Rental Agreements. Assignee shall indemnify, defend
and hold Assignor harmless from any loss, expense or liability resulting from
any breach of any obligation on or after the date hereof of the landlord or
licensor under any of the Rental Agreements.
4. GENERAL
4.1 This Assignment shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
<PAGE>
4.2 This Assignment shall be governed by and construed under the laws of
the State where the Property is located.
4.3 The heading and captions hereof are for convenience purposes only.
4.4 This Assignment may be executed in counterparts.
Assignor:
ASSOCIATED PLANNERS REALTY FUND,
a California limited partnership
WEST COAST REALTY ADVISORS
By:
----------------------------------
Its: President
--------------------------------
Date: 3-27-95
---------------------------------
Assignee:
By: SHURGARD STORAGE CENTERS, INC.,
a Delaware corporation
By:
--------------------------------------
Its: Authorized Representative
<PAGE>
FIRST ADDENDUM
TO THE AGREEMENT FOR PURCHASE AND SALE
THIS FIRST ADDENDUM TO THE AGREEMENT FOR PURCHASE AND SALE (the "First
Addendum") is made and entered into as of April 26, 1995 by and between
Associated Planners Realty Fund, a California limited partnership ("Seller") and
Shurgard Storage Centers, Inc. ("Purchaser"):
RECITALS:
WHEREAS, Seller and Purchaser entered into an Agreement for Purchase and
Sale dated March 20, 1995 which was executed on March 30, 1995 (the
"Agreement"); and
WHEREAS, Seller and Purchaser wish to amend the Agreement to reflect new
terms and conditions.
NOW, THEREFORE, in consideration of the above and for other good and
valuable consideration Seller and Purchaser hereby agree as follows:
1. Section 4.01(a) is amended to add the following:
However, matters affecting the survey shall be waived or satisfied on or
before May 9, 1995. Matters affecting the review and approval of the
following items requested in the Books of Records shall be waived or
satisfied on or before May 11, 1995: (i) verification that Seller has filed
with the Washington Secretary of State as a foreign limited partnership;
(ii) review of Seller's limited partnership agreement, and any amendments;
and (iii) if the General Partner is a corporation, review of a Secretary's
Certificate confirming passage of a board resolution authorizing the sale
and designating who is authorized to sign on behalf of the corporation,
acting as General Partner.
2. All other provisions of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed the foregoing.
SELLER: ASSOCIATED PLANNERS REALTY FUND,
a California limited partnership
BY: WEST COAST REALTY ADVISORS, INC.,
a California corporation
ITS: General Partner
Dated: April 30, 1995 BY: /s/ THOMAS MAULDIN
------------------------------------
Thomas Mauldin
ITS: President
