UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _______________
Commission file number: 1-9331
EQUITABLE REAL ESTATE SHOPPING CENTERS L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3384643
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) identification No.)
3 World Financial Center, New York, NY 10285
(Address of principal executive offices) (Zip code)
(212) 526-3237
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
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INDEX
Page No.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets at March 31, 1994 and December 31, 1993 3
Statements of Operations for the three months ended
March 31, 1994 and 1993 4
Statement of Partners' Capital (Deficit) for the three
months ended March 31, 1994 5
Statements of Cash Flows for the three months ended
March 31, 1994 and 1993 6
Notes to the Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II OTHER INFORMATION
Items 1-6 10
Signatures 11
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BALANCE SHEETS
March 31, December 31,
1994 1993
Assets
Property held for disposition $99,522,957 $100,264,096
Cash 12,918,544 10,668,441
Accounts receivable, net of allowance of
$1,068,862 in 1994 and $1,251,805 in 1993 781,706 514,505
Due from affiliates, net 125,845 124,345
Deferred charges, net of accumulated
amortization of $1,606,795 in 1994 and
$1,573,469 in 1993 166,628 199,954
Prepaid assets 777,286 1,676,333
------- ---------
Total Assets $114,292,966 $113,447,674
=========== ===========
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 2,078,571 $ 2,170,236
Deferred Income 1,250,000 1,250,000
Mortgage notes payable 84,102,404 82,011,121
Due to Buyer, net (note 1) 1,653,030 -
Distribution payable 756,566 1,351,010
------- ----------
Total Liabilities 89,840,571 86,782,367
Partners' Capital (Deficit):
General Partner (741,983) (719,854)
Limited Partners
(10,700,000 securities outstanding) 25,194,378 27,385,161
---------- ----------
Total Partners' Capital 24,452,395 26,665,307
---------- ----------
Total Liabilities and Partners' Capital $114,292,966 $113,447,674
=========== ===========
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STATEMENTS OF OPERATIONS
For the three months ended March 31, 1994 and 1993
1994 1993
Income
Rental income $3,148,705 $3,110,569
Escalation income 4,489,436 4,058,796
Interest income 52,772 63,454
Miscellaneous income 225,323 34,842
------- --------
Total Income 7,916,236 7,267,661
Expenses
Property operating expenses 2,918,993 2,768,622
Interest expense 2,091,283 1,945,030
Real estate taxes 1,522,882 1,431,450
Depreciation and amortization 868,168 952,757
General and administrative 48,973 349,419
Management fee 156,882 148,558
Professional fees 24,038 34,587
------- --------
Total Expenses 7,631,219 7,630,423
Income (Loss) from operations 285,017 (362,762)
Operating income payable to buyer (note 1) (1,741,363) -
--------- ---------
Net Loss $(1,456,346) $ (362,762)
========= =======
Net Loss Allocated:
To the General Partner $ (14,563) $ (3,628)
To the Limited Partners (1,441,783) (359,134)
--------- -------
$(1,456,346) $ (362,762)
Per limited partnership security
(10,700,000 outstanding) $ (.13) $ (.03)
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STATEMENT OF PARTNERS' CPAITAL (DEFICIT)
For the three months ended March 31, 1994
Limited General Total
Partners' Partner's Partners'
Capital Deficit Capital
Balance at December 31, 1993 $ 27,385,161 $ (719,854) $ 26,665,307
Net loss (1,441,783) (14,563) (1,456,346)
Distributions (749,000) (7,566) (756,566)
------- ------- -------
Balance at March 31, 1994$ $ 25,194,378 $ (741,983 $ 24,452,395
========== ======= ==========
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STATEMENTS OF CASH FLOWS
For the three months ended March 31, 1994 and 1993
1993 1994
Cash Flows from Operating Activities:
Net loss $ (1,456,346) $ (362,762)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 868,168 952,757
Increase in interest on mortgage
notes payable 2,091,283 1,893,248
Operating income payable to buyer 1,741,363 -
Increase (decrease) in cash arising from
changes in operating assets and liabilities:
Accounts receivable (267,201) 114,923
Due from affiliates, net (1,500) (11,681)
Prepaid assets 899,047 650,778
Accounts payable and accrued expenses (91,665) 1,345,554
Due to Buyer, net (88,333) -
Net cash provided by operating activities 3,694,816 4,582,817
Cash Flows from Investing Activities:
Real estate additions and improvements (93,703) (996,952)
Construction escrow - (4,107)
Net cash used for investing activities (93,703) (1,001,059)
Cash Flows from Financing Activities:
Cash distributions (1,351,010) (1,364,520)
Net cash used for financing activities (1,351,010) (1,364,520)
Net increase in cash 2,250,103 2,217,238
Cash at beginning of period 10,668,441 8,135,601
Cash at end of period $ 12,918,544 $ 10,352,839
========== ==========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ - $ 51,782
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NOTES TO THE FINANCIAL STATEMENTS
The unaudited interim financial statements should be read in conjunction with
the Partnership's annual 1993 audited financial statements within Form 10-K.
The unaudited financial statements include all adjustments consisting of only
normal recurring accruals which are, in the opinion of management, necessary
to present a fair statement of financial position as of March 31, 1994 and the
results of operations, changes in partners' capital (deficit), and cash flows
for the three months then ended. Results of operations for the period are not
necessarily indicative of the results to be expected for the full year.
The following significant events have occurred subsequent to fiscal year 1993,
which require disclosure in this interim report per Regulation S-X, Rule 10-01,
Paragraph (a)(5).
Note 1:
On March 28, 1994, the Partnership executed a contract with Equitable Life
Assurance Society of the United States ("Equitable") for the sale of Northland
Center for the price of $6,600,000 in excess of the balance of the first
mortgage loan, subject to agreement by the parties to certain additional
documentation. The price was determined as if the sale were to close on
December 31, 1993. If the sale closes, any positive cash flow that is
generated by Northland Center from January 1, 1994 to the closing belongs to
Equitable. For the quarter ended March 31, 1994 positive cash flow for
Northland Center amounted to $1,741,363 (see below). This amount has been
reduced by $88,333 which represents a payment made to Equitable Real Estate
Investment Management ("EREIM") for the January 1994 Asset Management Fee prior
to the Asset Management Agreement Termination effective December 31, 1993. As
a result, this amount will be refunded to the Partnership. This net amount is
recorded as Due to Buyer, net on the partnership's balance sheet.
The contract was to expire on April 30, 1994 but was extended until June 15,
1994.
SUMMARY OF DUE TO BUYER, NET
- ----------------------------
Northland Net Operating Income for the Period Ended March 31, 1994
Rental income $ 1,877,232
Escalation income 2,940,931
Interest and Other 43,332
---------
Total Income $ 4,861,495
Property operating expenses 2,318,782
Real estate taxes 608,227
General and Administrative 94,629
Management fee 98,494
---------
Total Expenses $ 3,120,132
---------
Northland Net Operating Income $ 1,741,363
Due from Buyer (88,333)
---------
Due to Buyer, Net $ 1,653,030
=========
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Part l, Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
- -------------------------------
At March 31, 1994, the Partnership had cash totalling $12,918,544 compared to
$10,668,441 at December 31, 1993. The $2,250,103 increase represents cash flow
from operations in excess of real estate additions and cash distributions.
The two zero coupon mortgage loans mature on June 30, 1995, at which time the
Partnership will be obligated to pay the lender the accreted values of
$35,368,573 for the Brookdale Note and $59,841,061 for the Northland Note. The
General Partner does not believe that the Partnership will, at any time prior
to the Notes' scheduled or accelerated maturity, have sufficient cash resources
available to repay the Notes, nor does the General Partner believe, based on
current market conditions, that the Partnership will be able to refinance the
Notes prior to their scheduled or accelerated maturity. Furthermore, the
General Partner does not believe that occupancy and operating results at the
properties can, prior to the Notes' scheduled maturity, be significantly
improved and the properties' value may continue to decline if occupancy rates
and operating results continue to decline. Accordingly, the General Partner is
currently attempting to dispose of the Partnership's assets and dissolve the
Partnership in an orderly manner. The Partnership has engaged Lehman Brothers,
an affiliate of the General Partner, to advise and assist the Partnership in
the possible sale of both Northland and Brookdale Centers. As a result of
these efforts, the Partnership has executed a contract with Equitable Life
Assurance Society of the United States ("Equitable") for the sale of Northland
Center for the price of $6,600,000 in excess of the balance of the first
mortgage loan subject to agreement by the parties to certain additional
documentation. The price was determined as if the sale were to close on
December 31, 1993. If the sale closes, any positive cash flow that is
generated by Northland Center from January 1, 1994 to the closing will belong
to Equitable. Additionally, the Asset Management Agreement with Equitable Real
Estate Investment Management, Inc.("EREIM") for Northland Center and Brookdale
Center was terminated effective December 31, 1993. Consummation of the sale is
subject to approvals by the limited partners, the negotiation of agreements
with certain anchor tenants and approval by Equitable and certain of its
affiliates. In addition, the contract provides for the release of the
Partnership's obligations under the first mortgage on Northland and the
modification of the terms of the first mortgage on Brookdale. The first
mortgage on Brookdale will be modified to permit prepayment in full, with a
modified defeasance fee based on the sales price on the date Brookdale is sold
to an unaffiliated third party. The contract to sell Northland was effective
through April 30, 1994, which date was extended to June 15, 1994.
A portion of the Partnership's cash flow is currently being reserved to fund
leasing costs, if necessary, and capital improvements at both Properties and in
anticipation of the potential costs associated with a sale of either or both of
the Properties. In view of the eventual sale of both Malls, capital
expenditures will be kept to a minimum with only those items addressed which
require immediate attention due to code requirements, safety concerns or lease
and other contractual obligations. The distribution level is reviewed on a
quarterly basis.
Accounts receivable, net of allowance, increased from $514,505 at December 31,
1993 to $781,706 at March 31, 1994 primarily due to cash receipts. The level
of the allowance for receivables is based upon management's assessment of the
collectability of the outstanding receivables. The decrease in the allowance
for receivables from $1,251,805 at December 31, 1993 to $1,068,862 at March 31,
1994, reflects the receipt of payments from Carson's relating to past due
receivables which had been reserved for at year-end 1993.
Prepaid assets decreased from $1,676,333 at December 31, 1993 to $777,286 at
March 31, 1994 due to the recognition of first quarter insurance and real
estate tax expense. At March 31, 1994, accounts payable and accrued expenses
totalled $2,078,571 as compared to $2,170,236 at December 31, 1993. The
decrease is the result of the payment of year-end payables which included
prepaid rent from certain tenants.
Brookdale anchor tenant Kohl's did not renew its operating agreement which
expired August 1, 1993, but has not informed the Partnership of any intention
to leave the mall. Kohl's owns its building and its ground lease does not
expire until January 31, 2010. If Kohl's were to leave the mall, this would
likely result in a decline in mall traffic and cash flow, and would likely have
a material adverse effect on future mall store leasing efforts.
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Hudson's, the principal anchor store at Northland, sent a default notice to the
Partnership in March 1993 alleging that the vacancy rates at Northland
represented a breach of the Partnership's obligations under the Hudson's
operating agreement. Hudson's conditionally agreed to retract its default
notice in exchange for the Partnership's agreement to amend Hudson's lease and
grant it certain concessions. Prior to this proposed amendment becoming
effective, Hudson's alleged that certain conditions in the proposed amendment,
including the successful conclusion of negotiations with Ward's, had not been
satisfied. As a result, Hudson's again threatened to cease operations at
Northland. The General Partner believes that the allegations in Hudson's
default notice are without merit. If Hudson's were to cease operating its
Northland store, the General Partner believes that it would have a material
adverse effect on the operations of the property and its value. If Hudson's
were to cease operating its store, J.C. Penney's operating agreement at
Northland could be terminated and other tenants could terminate their leases if
Hudson's and J.C. Penney's were to close. The General Partner believes that
it would be extremely difficult to effectively replace Hudson's as an anchor
because of its size and location in the property's configuration. Any
materially adverse violation of its lease by Hudson's would be litigated by the
Partnership if necessary.
Results of Operations
- ---------------------
Cash provided by operating activities totalled $3,694,816 for the three months
ended March 31, 1994, a decrease of $888,001 from the three months ended March
31, 1993. The Partnership incurred a net loss of $1,456,346 in 1994 compared
with net loss of $362,762 in the 1993 period. The reduced cash flow and higher
net loss are primarily due to the assignment of net operating income from
Northland Center, in the amount of $1,741,363 for the three months ended March
31, 1994, to Equitable, pursuant to the terms of the proposed sale contract
which provides for all operating income of Northland commencing January 1, 1994
to be paid to Equitable upon closing of the sale while the Partnership
continues to recognize depreciation and interest expense on Northland.
For the three months ended March 31, 1994, rental income totalled $3,148,705
compared with $3,110,569 for the same period in 1993. Escalation income
increased $430,640 from the first quarter of 1993 to $4,489,436 in the 1994
period. Escalation income represents billings to tenants for their
proportionate share of common area maintenance, insurance and real estate tax
expenses. The increase in escalation income is primarily due to an increase in
CAM and HVAC income at Northland. Miscellaneous income increased $190,481 from
the first quarter of 1993 to $225,323 in the first quarter of 1994. The
increase is due primarily to the receipt of $200,000 in connection with the
Herman's lease buyout at Brookdale.
The increase in operating expenses is primarily due to an increase in CAM and
HVAC expense at Northland offset by a decrease in bad debt expense at Brookdale
Center resulting from the collection of past due Carson's receivables.
Interest expense totaled $2,091,283 compared with $1,945,030 in 1993. The
increase is due to the compounding of interest on the zero coupon notes.
Depreciation and amortization expense decreased from $952,757 in the 1993 first
quarter to $868,168 in 1994 due to the writedown of Northland during 1993.
Real estate taxes increased $91,432 or 6% from the first quarter of 1993 due to
an increase in taxes at Brookdale. General and administrative expense
decreased $300,446 from the first quarter of 1993 primarily due to the
termination of the EREIM asset management agreement as of December 31, 1993.
Brookdale: For the two months ended February 28, 1994, mature mall tenant
sales (exclusive of anchor tenants) were $4,513,700, approximately 8% behind
sales of $4,919,900 for the two months ended February 28, 1993. Mature tenant
sales are defined as sales generated by tenants who have operated at the Mall
for each of the last two years. The General Partner attributes the decrease in
sales at Brookdale to a decrease in occupancy at the center as well as
increased competition from recently renovated centers and the newly constructed
Mall of America. As of March 31, 1994, Brookdale was 82% occupied (exclusive
of anchor and outparcel stores) as compared to 88% on March 31, 1993.
Northland: For the two months ended February 28, 1994, mature mall tenant
sales (exclusive of anchor tenants) were $10,415,300, approximately 2% behind
of sales of $10,647,000 for the two months ended February 28, 1993. As of
March 31, 1994, Northland was 66% occupied (exclusive of anchor tenants and
secondary space) as compared to 69% on March 31, 1993.
The General Partner attributes the decline in occupancy at both malls to the
general economic climate which has caused several tenants to declare bankruptcy
or seek rent relief from the centers, as well as the increased difficulty
experienced in identifying new, credit-worthy tenants able to lease space at
the centers. In addition, both centers face competition from newly renovated
malls in their respective markets. At Northland, despite continued upgrades in
security measures, potential customers and retailers have expressed concerns
about security at the mall. Additionally, the decline in occupancy at
Northland reflects a re-tenanting strategy designed to replace underperforming
tenants with retailers likely to increase mall traffic.
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PART II. OTHER INFORMATION
Items 1-5 Not applicable
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits:
10.1 Agreement between The Equitable Life Assurance Society of
the United States and Equitable Real Estate Shopping
Centers L.P. (including the First Amendment to the
Agreement, Termination and Release, and exhibits
thereto) relating to the proposed sale of Northland
Center.
(b) On January 19, 1994, a Form 8-K was filed reporting that the
Partnership entered into a letter of intent to sell Northland
Center to Equitable Life Assurance Society of the United
States.
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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, thereunto duly authorized.
EQUITABLE REAL ESTATE SHOPPING CENTERS L.P.
BY: MIDWEST CENTERS INC.
General Partner
Date: May 16, 1994 BY: /S/Paul L. Abbott
--------------
Name: Paul L. Abbott
Title: Director, Chairman of the Board,
and President
Date: May 16, 1994 BY: /S/Robert J. Hellman
-----------------
Name: Robert J. Hellman
Title: Director, Vice President and
Chief Financial Officer
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EXHIBIT 10.1
Execution Copy
AGREEMENT
BETWEEN
THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
and
EQUITABLE REAL ESTATE SHOPPING CENTERS L.P.
Dated March 25, 1994
TABLE OF CONTENTS
Page
R E C I T A L S. . . . . . . . . . . . . . . . . . . . . . . . 1
1. Agreement to Convey . . . . . . . . . . . . . . . . . . . 2
2. Consideration . . . . . . . . . . . . . . . . . . . . . . 2
3. Conditions Precedent to the Obligations of Equitable. . . 3
3A. Condition Precedent to the Obligations of Partnership . . 4
4. Costs and Expenses. . . . . . . . . . . . . . . . . . . . 5
5. Representations, Warranties and Covenants . . . . . . . . 5
5A. Equitable's Right to Make Capital Improvements Prior to
Closing . . . . . . . . . . . . . . . . . . . . . . . . . 21
6. Title, Title Insurance, Survey. . . . . . . . . . . . . . 21
7. Closing . . . . . . . . . . . . . . . . . . . . . . . . . 22
7A. Extension of Agreement. . . . . . . . . . . . . . . . . . 27
8. Destruction of Improvements or Condemnation . . . . . . . 28
9. Commissions . . . . . . . . . . . . . . . . . . . . . . . 28
10. Assignment. . . . . . . . . . . . . . . . . . . . . . . . 29
11. Adjustments . . . . . . . . . . . . . . . . . . . . . . . 29
12. Notices . . . . . . . . . . . . . . . . . . . . . . . . . 33
13. Errors. . . . . . . . . . . . . . . . . . . . . . . . . . 35
14. Incorporation of Prior Agreements . . . . . . . . . . . . 35
15. Modification of Agreement . . . . . . . . . . . . . . . . 35
16. Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . 35
17. Construction of Agreement . . . . . . . . . . . . . . . . 35
18. Further Acts. . . . . . . . . . . . . . . . . . . . . . . 35
19. Survival of Obligations . . . . . . . . . . . . . . . . . 36
20. Successors and Assigns. . . . . . . . . . . . . . . . . . 36
21. Law to Apply. . . . . . . . . . . . . . . . . . . . . . . 36
22. Counterparts. . . . . . . . . . . . . . . . . . . . . . . 36
23. Remedies. . . . . . . . . . . . . . . . . . . . . . . . . 36
24. Indemnification . . . . . . . . . . . . . . . . . . . . . 37
25. Severability. . . . . . . . . . . . . . . . . . . . . . . 37
26. No Other Beneficiaries. . . . . . . . . . . . . . . . . . 37
27. "As Is" . . . . . . . . . . . . . . . . . . . . . . . . . 37
28. Recording . . . . . . . . . . . . . . . . . . . . . . . . 38
29. Conditional Waiver of Appraisal . . . . . . . . . . . . . 38
30. Definitions . . . . . . . . . . . . . . . . . . . . . . . 38
31. Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . 40
Exhibits
A Legal Descriptions of Land
B Description of Lane Bryant Relocation
C Personalty and Excluded Personalty
D Brookdale Letter Agreement
E Real Estate Tax Proration
F Lease Schedules/Rent rolls
G Major Tenants
H Assignment and Assumption of Service Contracts, Utility
Agreements, and Intangibles
I-1 Release Agreement for benefit of Equitable
I-2 Release Agreement for benefit of Partnership
J Insurance Schedule
K Service Contracts
L Real Estate Tax Bills
M Utility Agreements
N Permitted Exceptions and Required Endorsements
O Tenant Estoppel Certificate Forms for Tenants
O-1 Estoppel for Major Department Stores (including Reciprocal
Easement Agreements)
P [Intentionally Omitted]
Q Assignment and Assumption of Operating Agreements/Ground Lease
(as to anchor stores)
R Assignment and Assumption of Ground Lease (as to American
General Life)
S-1 Form of Opinion of Counsel to Partnership
S-2 Form of Opinion of Counsel to Equitable
S-3 Form of Opinion of Counsel to EML
T Discharge and Termination of Security Documents
U Reports (violations of law and environmental reports)
V Responsible Officers
W Assignments and Assumptions of Leases and REA's
X [Intentionally Omitted]
Y Partnership's Deed
Z [Intentionally Omitted]
AA [Intentionally Omitted]
BB [Intentionally Omitted]
CC Litigation Schedule
AGREEMENT
THIS AGREEMENT is made as of this 25th day of March, 1994, by
and between EQUITABLE REAL ESTATE SHOPPING CENTERS L.P., a Delaware
limited partnership having an office at c/o Midwest Centers Inc.,
388 Greenwich Street, 28th Floor, New York, New York 10013
("Partnership"), and THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE
UNITED STATES, a New York corporation having an office at 787
Seventh Avenue, New York, New York 10019 ("Equitable").
R E C I T A L S:
A. Partnership is the owner of the premises described below:
1. That certain tract or parcel of land (as more particularly
described in Exhibit A) located in the City of Southfield, State of
Michigan, hereinafter referred to as the "Land".
2. Those buildings, improvements and all attachments and
other real property and fixtures located on the Land (excluding
those owned by "Major Tenants" as defined in Exhibit G),
hereinafter referred to collectively as the "Improvements,"
including all parking lots, signs, walkways, machinery, fixtures,
equipment (including without limitation, heating, ventilating, air
conditioning, plumbing and electrical equipment, lighting and
lighting equipment, elevators and escalators, fire control and
sprinkler systems, generators, power station, security systems and
waste removal systems).
3. All other items of tangible personal property located in
or on the Land or Improvements (except for the "Excluded
Personalty" described in Exhibit C), hereinafter referred to
collectively as the "Personalty," or otherwise located off the Land
and Improvements but used solely in connection with the operation
or maintenance of the Land and/or Improvements, including without
limitation, appliances, fixtures, furnishings, equipment, graphics,
artwork, plans, specifications, maps, drawings, machinery, motor
vehicles, supplies, inventory and other tangible property and all
replacements thereof, and the Personalty listed in Exhibit C.
4. Together with all right, title and interest of
Partnership, if any, in and to:
(i) any land lying in the bed of any streets or roads in
front of, abutting or adjoining the Land, any unpaid award for
the taking by eminent domain of any part of the Premises and
any award for damages to said Premises by reason of change of
grade of any street (and Partnership will execute and deliver
to Equitable, at the Closing (as hereinafter defined) or
thereafter on demand, all proper instruments for the
conveyance of such title and for the assignment and collection
of any such award);
(ii) any easement, covenant, privilege, rights-of-way,
license, appurtenances, hereditament, or other rights or
interest belonging or in any way appertaining to the Premises;
(iii) any land, together with all improvements on such
land, which is adjacent to the Land.
5. All intangible property ("Intangibles") owned by
Partnership and used in connection with the Land, Improvements
and/or Personalty, including without limitation, all contract
rights, tradenames, trademarks and the right to use the name
Northland Center and to the extent assignable, all licenses,
permits and certificates of occupancy, but excluding all cash on
hand, bank accounts, insurance proceeds and eminent domain and
condemnation awards with respect to events occurring through the
Closing Date, except as otherwise provided in this Agreement. The
Land, Improvements, Personalty, and Intangibles are hereinafter
collectively referred to as the "Premises" or "Northland."
B. Partnership desires to convey the Premises to Equitable,
and Equitable desires to acquire the Premises from Partnership in
accordance with the terms and conditions set forth in this
Agreement as part of a bona fide debt workout.
NOW, THEREFORE, in consideration of the mutual covenants and
conditions herein set forth, the parties agree as follows:
1. Agreement to Convey. Partnership agrees to convey the
Premises to Equitable and Equitable agrees to acquire the Premises
from Partnership as soon as possible after the date hereof, but in
no event later than April 30, 1994 (the "Closing Date"), all upon
the terms and conditions hereinafter set forth.
2. Consideration. At the Closing (as defined in paragraph
7) and subject to the terms and conditions of this Agreement, the
Partnership shall convey the Premises to Equitable, and Equitable
shall release and discharge Partnership from the existing zero
coupon first mortgage promissory note (the "Note") secured by a
first mortgage on the Premises (the "Mortgage") and the related
security documents (collectively, together with the Mortgage, the
"Security Documents"). Such release shall be referred to herein as
the "Release Consideration." The Personalty shall be allocated as
part of the Release Consideration based on the value of the
Personalty as determined by each party in its sole discretion. The
parties acknowledge the conveyance of the Premises, to the extent
of its fair market value, is in satisfaction and discharge of
principal and interest accrued on the indebtedness evidenced by the
Note.
In addition, Equitable agrees to pay to Partnership in cash on
the Closing Date, subject to the terms and conditions of this
Agreement, the sum of Six Million Six Hundred Thousand and 00/100
Dollars ($6,600,000), subject to the adjustments set forth in
paragraph 11, in consideration of the Partnership relinquishing and
transferring at Closing all rights it, or its partners, would have
had with respect to leases, possession, and other rights in
foreclosure (such as equity redemption rights) derivable from or
relating to the Premises from and after January 1, 1994.
3. Conditions Precedent to the Obligations of Equitable.
The following shall be conditions precedent to Equitable's
obligation to consummate the Closing and Equitable shall only be
obligated to close when the following conditions have been
satisfied. Equitable agrees to use good faith efforts to satisfy
all such conditions precedent. If any of the following conditions
have not been satisfied prior to Closing, Equitable may terminate
this Agreement without any liability whatsoever. If Equitable
closes this transaction, all such conditions precedent shall be
deemed to have been satisfied or waived:
(a) Dayton Hudson ("Hudson"). Partnership acknowledges that
Hudson notified Partnership by letter dated December 8, 1993, that
Hudson has asserted it has the right to determine whether to
terminate operation of the Hudson's department store at the
Premises (the "Hudson Letter"); Partnership does not admit that
Hudson does, in fact, currently have such right. Partnership and
Equitable acknowledge that (i) Equitable intends to enter into an
agreement with Hudson for the continued operation of the Hudson
store at the Premises after the Closing Date, (ii) such agreement
will not be or purport to be binding upon Partnership, (iii) such
agreement shall include Hudson's consent to the conveyance of the
Premises contemplated by this Agreement, to the extent, if any, it
has any right to consent thereto, (iv) such agreement shall provide
that any previous default, if any by the Partnership, under
Hudson's Operating Agreement and Supplemental Agreement shall be
deemed to be cured and that Hudson knows of no defaults thereunder,
(v) such agreement shall include a release by Hudson of Partnership
for all obligations under the Operating Agreement and Supplemental
Agreement, including without limitation, those occurring after the
Closing, but excluding only those based upon facts not known to
Hudson at the time of such agreement, and (vi) such agreement will
not release or diminish, as against Partnership, any covenants set
forth in Hudson's current operating agreement, including without
limitation, Hudson's operating covenant. Equitable's obligation to
close is expressly subject to the execution and delivery of such
agreement satisfactory to Equitable in its sole discretion and such
agreement being in full force and effect as of the Closing Date.
Equitable will deliver a copy of such agreement to Partnership upon
full execution thereof.
(b) Montgomery Ward and Company ("Ward"). Equitable's
obligation to close is expressly subject to Equitable's entering
into a lease, ground lease, or other agreement with Ward for the
operation of a Ward's department store at the Premises after the
Closing Date on terms and conditions acceptable to Equitable in its
sole discretion. Such agreement shall not be or purport to be
binding upon Partnership.
(c) EML Approval. Notwithstanding anything in this Agreement
to the contrary, Equitable has advised the Partnership that it is
unwilling to proceed with the proposed transaction unless EML
Associates ("EML"), Equitable's participant in the first mortgages
at Brookdale and Northland, approves all the terms and conditions
of the proposed transaction, including without limitation, the
terms and conditions of this Agreement and all exhibits and
schedules hereto (including without limitation, the Brookdale
Letter Agreement and the Mutual Release), and agrees to join with
Equitable in acquiring the Premises from the Partnership in the
same proportion that it participates in such mortgages. This
Agreement is therefore subject to obtaining such approval and
agreement from EML and to obtaining any and all necessary and
appropriate consents and authorizations required in connection
therewith from its partners, ML/EQ Real Estate Portfolio, L.P. and
EREIM L.P. Associates, and from the partners thereof, in every case
prior to the Closing Date. Failure to obtain such approvals,
consents and authorizations shall render this Agreement null and
void, and the obligations of the parties hereto shall automatically
terminate.
(d) Investigation Period. Equitable shall have the right to
perform any due diligence deemed necessary by Equitable prior to
Closing, including approaching Hudson and Ward as the proposed new
owner to negotiate the agreements described in subparagraphs (a)
and (b) above. Any engineering, environmental, appraisal,
valuation, or other reports required to satisfy Equitable, to its
sole satisfaction, shall be paid for by Equitable. Equitable shall
defend, indemnify and hold Partnership harmless from and against
any and all liabilities, claims, causes of action, losses, damages,
costs or expenses (including, without limitation, reasonable
attorneys' fees and court costs) caused by Equitable or its agent
or its independent contractors and their respective employees in
connection with any inspection of the Premises by or on behalf of
Equitable.
3A. Conditions Precedent to the Obligations of Partnership.
The following shall be conditions precedent to Partnership's
obligation to consummate the Closing and Partnership shall only be
obligated to close when the following conditions have been
satisfied. If the following conditions have not been satisfied
prior to the Closing, Partnership may terminate this Agreement
without any liability whatsoever:
(a) Proxy Consent. Equitable understands that the
Partnership will be required to obtain a proxy consent from the
majority of the investor limited partners in the Partnership. This
Agreement is subject to obtaining such proxy consent and limited
partnership approval on terms and conditions acceptable to
Partnership in its sole discretion.
(b) Ground Lessor Approval. Equitable understands that a
portion of the Land is leased to Partnership by American General
Life and Accident Insurance Company. This Agreement is subject to
obtaining from such landlord and its successors, assigns and
lenders such consents to the proposed ground lease assignment by
Partnership to Equitable contemplated by this Agreement as are
required under the operative documents.
4. Costs and Expenses. Each party shall pay its own legal
and accounting fees incurred in connection with the negotiation of
this Agreement and the performance of its obligations hereunder
other than obligations related to indemnifications set forth or
referenced herein. Additional expenses, whether or not the Closing
occurs, shall be allocated as follows:
(a) Partnership. Except as otherwise provided, Partnership
shall pay all reasonable and ordinary costs incurred by any party
to close this transaction, including, but not limited to, (i) all
transfer taxes, documentary stamp, deed transfer, recording charges
(including those relating to the discharge of the Security
Documents and the Brookdale Letter Agreement, if any; if
Partnership wants to record the Brookdale Letter Agreement, then it
must pay all charges, including any mortgage tax, resulting from
such recording); (ii) the cost of the title insurance policy
described in paragraph 6 and any required endorsements thereto;
(iii) the cost of the "as built" survey and certifications as set
forth in paragraph 7(b)(ii); and (iv) all taxes required by the
State of Michigan to be paid by Partnership relating to
Partnership's period of ownership of the Premises, including
without limitation the Michigan Single Business Tax, which is a
modified value added type tax of 2.35% levied on adjusted tax base
allocated or apportioned to Michigan. Partnership agrees that it
will reserve One Million Two Hundred Thousand Dollars ($1,200,000)
in an account controlled by Partnership or in a liquidating trust
to pay its Michigan Single Business Tax. Such reserve shall not be
used for any other purpose until Partnership has obtained a
certificate from the Commissioner of Revenue for the Michigan
Department of Treasury showing that the Michigan taxes administered
under the Revenue Act (MCL 205.1) are paid or stating that no
such taxes are due.
(b) Equitable. Equitable shall pay for the fees of any
engineer, appraiser, environmental consultant and other experts
employed by Equitable.
5. Representations, Warranties and Covenants.
(a) Of Equitable. Equitable represents, warrants and
covenants to Partnership, as of the date hereof, as follows:
(i) Power and Authority. Equitable is a corporation
duly organized, validly existing and in good standing under
the laws of the State of New York; that Equitable is, to the
extent required by law for the transactions contemplated
herein, qualified to transact business in the State of
Michigan; that Equitable has the power and authority to enter
into this Agreement and to consummate the transactions herein
contemplated; and that the execution and delivery hereof and
of any other documents or instruments to be executed and
delivered by Equitable under this Agreement ("Equitable's
Closing Documents") and the performance by Equitable of its
obligations hereunder will not violate or constitute an event
of default under the terms or provisions of any material
agreement, document or instrument to which Equitable is a
party or by which Equitable is bound.
(ii) Authorization; Valid Obligation. All proceedings
required to be taken by or on behalf of Equitable to authorize
Equitable to make, deliver and carry out the terms of this
Agreement and Equitable's Closing Documents have been or will
be duly and properly taken prior to the Closing Date, and this
Agreement and Equitable's Closing Documents shall, upon the
execution and delivery thereof, be legal, valid and binding
obligations of Equitable, enforceable in accordance with their
terms, except as the enforceability thereof may be limited or
denied by applicable federal, state or local laws,
regulations, codes, orders, ordinances, rules and statutes
(collectively, "Laws") relating to bankruptcy, insolvency,
reorganization and other similar Laws relating to or affecting
creditors' rights generally, and by the unavailability of
specific performance, injunctive relief or other equitable
remedies.
(iii) Effect of Agreement. The execution, delivery and
performance of this Agreement and Equitable's Closing
Documents by Equitable and the consummation of the
transactions contemplated hereby in the manner contemplated
herein will not (A) violate any provision of Law to which
Equitable or the Premises are subject where such violation
would have a material adverse effect on the transactions
contemplated by this Agreement; (B) violate any judgment,
order, writ, injunction or decree of any court applicable to
Equitable or the Premises, where such violation would have a
material adverse effect on the transactions contemplated by
this Agreement; or (C)(i) conflict with any covenant,
condition or provision contained in, (ii) require the
modification or termination of, (iii) constitute a default
under, or (iv) result in the creation or imposition of any
lien, pledge, mortgage, claim, charge or encumbrance upon any
part of the Premises (except as contemplated by this
Agreement) or any part of the property or assets of Equitable
pursuant to, in each case described in subparagraphs (i),
(ii), (iii), or (iv), any corporate charter, bylaw,
commitment, contract or other agreement or instrument to which
Equitable is a party or by which Equitable or any of
Equitable's assets or properties are or may be bound or
materially affected where the same would have a material
adverse effect on the transactions contemplated by this
Agreement.
(iv) Governmental and Other Consents, Approvals or
Licenses. No consent, authorization, license, permit,
registration or approval of, or exemption or other action by,
any governmental or public body, commission or authority is
required in connection with the execution, delivery and
performance by Equitable of this Agreement and Equitable's
Closing Documents and the performance of its obligations
thereunder.
(v) Litigation. There are no actions, suits or
proceedings pending or threatened (within the previous three
months) in writing to Equitable before any judicial,
legislative or union body or arbitrator or any governmental
authority which could have a material adverse effect on
Equitable or its ability to consummate the transactions
contemplated by this Agreement.
(vi) Disclosure of Adverse Change. Equitable shall, from
the date of this Agreement through the date of Closing,
promptly inform Partnership in writing of any material adverse
change in the matters described in this paragraph 5(a) and in
the matters represented, warranted and covenanted by
Partnership under paragraph 5(b) as to which Equitable obtains
knowledge.
(vii) List of Responsible Officers. The term "Responsible
Officer" as it relates to Equitable or Equitable Real Estate
Investment Management, Inc. ("ERE") shall mean those
individuals identified in Exhibit V attached hereto whether or
not they are officers.
(viii) Equitable's Knowledge, etc. Wherever reference is
made in this Agreement to the receipt of notice by Equitable,
written notice to Equitable or a similar standard, the same
shall be deemed to refer only to the receipt of any written
notice by Equitable or ERE from any third party which is
contained in any of the files of either Equitable or ERE on
January 19, 1994. Wherever reference is made in this
Agreement to Equitable's knowledge, best of knowledge, or a
similar standard, the same shall be deemed to include any
actual knowledge and/or best of knowledge by Equitable or ERE.
A matter shall be considered to be known to Equitable or ERE
and therefore shall be considered known to Equitable only if:
(i) any written notice has been received by Equitable or ERE
from any third party and is contained in the files of
Equitable or ERE on January 19, 1994, or (ii) any matter has
been reduced to writing (including correspondence or internal
memoranda) by any employee, director, officer or agent of
Equitable or ERE, and is contained in any of the files of
either Equitable or ERE on January 19, 1994 or (iii) any
matter is known to any Responsible Officer of either Equitable
or ERE, provided, however, that no Responsible Officer is
under any obligation to make any inquiry with respect to any
matter. Equitable shall have no liability for matters known
by the center manager, General Growth Management, Inc.
("General Growth"), which are not otherwise within Equitable's
knowledge under the foregoing definition. Anything in the
files of General Growth that is not in the files of either
Equitable or ERE on January 19, 1994 shall not be considered
to be known by Equitable or ERE.
(b) Of Partnership. Partnership represents, warrants and
covenants to Equitable, as of the date hereof, as follows;
provided, however, Partnership shall not be liable to Equitable for
representations, warranties, or covenants (i) regarding matters
known to ERE (pursuant to that same knowledge standard as that set
forth above regarding Equitable) as of the date of this Agreement
(including, without limitation, the presence of asbestos-containing
materials in certain portions of the Premises); or (ii) regarding
matters existing prior to Partnership receiving title to the
Premises from Equitable (except to the extent that such matters
were not known by Equitable as seller of the Premises and are known
by Partnership as of the date of this Agreement):
(i) Power and Authority. Partnership is a limited
partnership duly organized, validly existing and in good
standing under the laws of the State of Delaware; that the
Partnership and Midwest Centers Inc., the general partner of
Partnership (the "General Partner") are, to the extent
required by law for the transactions contemplated herein,
qualified to transact business in Michigan and Delaware; that
the Partnership has the partnership power and authority to
enter into this Agreement and to consummate the transactions
herein contemplated; and that the execution and delivery
hereof and of any other documents or instruments to be
executed and delivered by Partnership and/or the General
Partner, as the case may be, under this Agreement (the
"Partnership's Closing Documents") and the performance by
Partnership and/or the General Partner, as the case may be, of
their obligations hereunder will not violate or constitute an
event of default under the terms or provisions of any material
agreement, document or instrument to which Partnership or the
General Partner is a party or by which Partnership or the
General Partner is bound.
(ii) Authorization; Valid Obligation. All proceedings
required to be taken by or on behalf of Partnership and the
General Partner to authorize Partnership and the General
Partner to make, deliver and carry out the terms of this
Agreement and Partnership's Closing Documents have been or
will be duly and properly taken prior to the Closing Date, and
this Agreement and Partnership's Closing Documents shall upon
the execution and delivery thereof be legal, valid and binding
obligations of Partnership and/or the General Partner, as the
case may be, enforceable in accordance with their terms,
except as the enforceability thereof may be limited or denied
by applicable Laws relating to bankruptcy, insolvency,
reorganization and other similar Laws relating to or affecting
creditors' rights generally and by the unavailability of
specific performance, injunctive relief or other equitable
remedies.
(iii) Effect of Agreement. The execution, delivery and
performance of this Agreement and Partnership's Closing
Documents by Partnership and/or the General Partner, as the
case may be, and the consummation of the transactions
contemplated hereby in the manner contemplated herein will not
(A) violate any provision of Law to which Partnership or the
General Partner is subject where such violation would have a
material adverse effect on the transactions contemplated by
this Agreement; (B) violate any judgment, order, writ,
injunction or decree of any court applicable to Partnership or
the General Partner, where such violation would have a
material adverse effect on the transactions contemplated by
this Agreement; or (C)(i) conflict with any covenant,
condition or provision contained in, (ii) require the
modification or termination of, (iii) constitute a default
under, or (iv) result in the creation or imposition of any
lien, pledge, mortgage, claim, charge or encumbrance upon the
Premises (except as contemplated by this Agreement) or any of
the property or assets of Partnership or the General Partner
pursuant to, in each case described in subparagraphs (i),(ii),
(iii), or (iv), any partnership agreement, partnership
certificate, commitment, contract or other agreement or
instrument to which Partnership or the General Partner is a
party or by which Partnership or the General Partner or any of
Partnership's or the General Partner's assets or properties
are or may be bound or materially affected where the same
would have a material adverse effect on the transactions
contemplated by this Agreement.
(iv) Governmental and Other Consents, Approvals or
Licenses. No consent, authorization, license, permit,
registration or approval of, or exemption or other action by,
any governmental or public body, commission or authority is
required in connection with the execution, delivery and
performance by Partnership and/or the General Partner, as the
case may be, of this Agreement and the Partnership's Closing
Documents and the performance of their obligations thereunder
(except for those required by applicable federal and/or state
securities laws which will be obtained when and if required).
(v) General Partner. The sole general partner of
Partnership is the General Partner, a corporation duly
organized, validly existing and in good standing under the
laws of the State of Delaware. All of the issued and
outstanding stock of the General Partner is now owned by
Lehman Brothers Inc. At all times between the date of this
Agreement and the Closing Date, 100% of the beneficial
ownership of the issued and outstanding stock of the General
Partner is and shall be owned directly or indirectly by Lehman
Brothers Inc., and Partnership shall advise Equitable promptly
after any change is made in such ownership between the date
hereof and the Closing Date.
(vi) Compliance with Laws. Except as expressly noted to
the contrary in the reports relating to the Premises or any
portion thereof noted in Exhibit U (the "Reports"), to the
best knowledge of Partnership, the use, occupancy and
operation of the Premises by the Partnership as presently
constructed, used, operated and maintained by Partnership
comply with all material applicable Laws, including without
limitation, health, safety, building, environmental and fire
laws, and the regulations of the local board of fire
underwriters and all Laws relating to handicapped persons.
Partnership makes no representation herein as to zoning laws,
plat act or subdivision control matters.
(vii) Licenses, Permits, etc. To the best knowledge of
Partnership, any necessary certificate(s) of occupancy,
certificates, licenses, consents, approvals or permits
necessary to the use, occupancy or operation of the Premises
by the Partnership as presently constructed, used, operated
and maintained by the Partnership have been obtained and paid
for and are in full force and effect. To the best knowledge
of Partnership, except as set forth on the attached Exhibit F,
all tenants of the Premises have certificates of occupancy to
the extent required by law. To the best knowledge of
Partnership, Exhibit F identifies all of the necessary
licenses and permits necessary to the use, occupancy or
operation of the Premises as presently constructed, used,
operated and maintained.
(viii) Condition. Between the date hereof and the Closing
Date, Partnership will maintain the Premises in substantially
the same condition as the Premises were maintained during the
entire time Partnership owned the Premises, subject to normal
wear and tear and damage resulting from casualty or
condemnation (but subject to the provisions of paragraph 8 of
this Agreement), and except any improvements made pursuant to
paragraph 5A hereof.
(ix) Notices. Partnership: (A) has received no written
notice from any relevant condemning authority of, and is
unaware to the best of Partnership's knowledge of, any pending
condemnation or negotiation for sale in lieu of condemnation
of all or any part of the Premises, (B) has not received
written notice within the last six months from any relevant
governmental authority of any change in any Law that would
materially affect the Premises or any part thereof, (C) has
not received written notice from any relevant governmental
authority of, and is unaware to the best of Partnership's
knowledge as to, any matter that would involve a change in the
current access to the Premises from any public street, and (D)
has received no written notice from any relevant provider of,
and is unaware to the best of Partnership's knowledge of, any
reduction in any water, sewer or other utility services or in
existing public transportation services presently serving the
Premises.
(x) Encumbrances. From and after the date hereof, and
until the Closing Date, Partnership shall not sell, assign, or
create any right, title or interest whatsoever in or to the
Premises without Equitable's prior written consent, which
shall not be unreasonably withheld or delayed, or create or
permit to arise (except for the Permitted Exceptions and the
mortgages referred to in paragraph 5(b)(xxviii), subject to
the provisions of paragraph 6) any liens, encumbrances or
charges thereon without Equitable's prior written consent,
which shall not be unreasonably withheld or delayed.
(xi) Leases. TO THE BEST KNOWLEDGE OF PARTNERSHIP:
(A) Exhibit F attached hereto constitutes a true
and complete list of all leases, tenancies, permitted
subleases and subtenancies, occupancies or rights to
occupy any space in the Premises and all amendments and
modifications thereof (collectively, the "Leases").
Partnership has provided a complete and correct set of
copies of all of the Leases to Equitable and the same
have not as of the date hereof been terminated, modified,
cancelled, supplemented or amended.
(B) All of the Leases are in full force and effect,
subject to the provisions thereof.
(C) Each tenant under each Lease is in actual
possession of its demised premises except for subtenants
noted in Exhibit F (which are, to the best knowledge of
Partnership, the only subtenants), has commenced payment
of fixed minimum rent thereunder and has completed all
required tenant improvements. As of the Closing Date, no
lease cancellation fees will remain payable by the
landlord under the Leases with respect to any past or
present tenant of the Premises.
(D) No tenant under a Lease has (i) commenced a
voluntary case or had entered against it a petition for
relief under any federal bankruptcy act or any similar
petition, order or decree under any federal or state law
or statute relative to bankruptcy, insolvency or other
relief for debtors, (ii) caused, suffered or consented to
the appointment of a receiver, trustee, administrator,
conservator, sequestrator, liquidator or similar official
in any federal, state or foreign judicial or nonjudicial
proceeding, to hold, administer and/or liquidate all or
substantially all of its assets, (iii) made an assignment
for the benefit of creditors, or (iv) executed a written
sublease for all or part of its demised premises or a
written assignment of its Lease, and Partnership has no
knowledge of any intention on the part of any tenant to
vacate its demised premises prior to the expiration of
the term of its Lease.
(E) The fixed minimum rents set forth on Exhibit F
are the fixed minimum rents being collected, and the
other rents set forth in Exhibit F are the rents being
collected to the extent due, and, except as otherwise set
forth on Exhibit F, the fixed minimum rents and any other
charges or additional rent to be paid monthly, including
but not limited to common area maintenance charges,
utility charges, and share of real and personal property
tax charges, were actually received for the month
immediately preceding the date hereof; and any other
rents or other charges last due and payable on other than
a monthly basis were actually received for the latest
period for which due. No rent has been prepaid for more
than one month in advance, and there is no agreement with
Partnership or by which Partnership is bound under which
any tenant is entitled to (and to the best knowledge of
Partnership, no tenant has made a claim or demand for)
any rent concessions, credits, offsets against rent,
rebates, free rent or construction allowances which would
reduce the rents as set forth in Exhibit F.
(F) Except as otherwise set forth on Exhibit F, all
obligations of the landlord under the Leases with respect
to performance of work, installation of equipment or
payments to tenants on account of tenant's work or
installations which are required to be paid or performed
prior to the Closing Date have been or by the Closing
Date will be in all respects carried out, performed and
complied with or effectively waived by the tenant and
(except as set forth in subparagraph 11(a)(xiii) no
commitment has been made to any tenant for, or payments
in respect of free rent, tenant inducement work, repairs,
alterations or improvements which remains outstanding.
(G) Except as otherwise set forth on Exhibit F, no
tenant has any renewal, extension, right of first
refusal, cancellation, expansion right or option or other
interest in title, occupancy or possession of the
Premises, or any part thereof.
(H) Except as otherwise set forth on Exhibit F,
there is no non-monetary and no monetary default by any
tenant under a Lease, which default remains uncured.
Partnership is not to the best of Partnership's knowledge
in default under any of the monetary or non-monetary
terms of the Leases.
(I) Except as otherwise set forth on Exhibit F,
there are no security deposits.
(J) Except as otherwise set forth on Exhibit F,
Partnership has paid or will prior to Closing pay all
currently due leasing and brokerage commissions or
similar fees relating to all Leases, and no commissions
will remain payable after the Closing in the future on
account of Leases currently in effect including leasing
commissions which may become due in connection with the
exercise by a tenant of any renewal or expansion option
(including upon a tenant's failure to exercise a
cancellation option). As of the Closing Date and except
as otherwise set forth in Exhibit F, there will be no
exclusive brokerage agreements or other brokerage
agreements in effect with respect to all or any part of
the Premises under which Equitable would have any
obligation.
(K) As of the Closing Date no rent or landlord's
interest in a Lease affecting the Premises or any part
thereof will be assigned or pledged to any third party.
(L) Except as otherwise set forth on Exhibit F, the
terms of the Leases constitute the entire agreement with
the tenants thereunder such that there are no
understandings, representations, warranties, allowances,
concessions or promises not fully set forth therein which
would be enforceable against Equitable.
(M) Except as otherwise set forth on Exhibit F,
there have been no claims asserted against Partnership by
any tenant in writing for free rent, credits, abatements,
offsets or setoffs against rent, additional rent or
charges under their Leases, or any other claim or defense
asserted in writing against Partnership, monetary or
otherwise, by such tenants. There are no such claims or
defenses available to any tenant. No tenant is entitled
to a refund of any common area maintenance charge or
other payment paid to Partnership by reason of a tax
reduction proceeding or otherwise. Except as otherwise
provided on Exhibit F, Partnership shall not pay any
tenant allowances without the prior written consent of
Equitable; however, Partnership may pay tenant allowances
without Equitable's consent at Partnership's sole cost
and expense, and specifically not from any income from
the Premises attributable to the period from and after
January 1, 1994.
(N) Partnership shall not enter between the date
hereof and the Closing Date into any Lease or renewals,
options, extensions, amendments or modifications of any
existing Lease ("New Lease") for any space in the
Premises, accept a surrender of or terminate any Lease or
anticipate the collection of any of the rentals for more
than 30 days in advance, without in each case the prior
written mutual approval of Partnership and Equitable;
provided, however, automatic extensions of existing
Leases pursuant to the extension terms currently
contained therein that do not require any discretion by
landlord shall not require the consent of Equitable.
(O) Except as otherwise set forth on Exhibit F, no
Lease contains a provision which requires the landlord
thereunder to assume obligations of the tenant thereunder
with respect to property other than the Premises or to
take back, sublet, relet or otherwise be responsible for
obligations of a tenant under a lease. Except as
otherwise set forth on Exhibit F, no tenant under a Lease
has an option to acquire space in any other building
planned, owned or managed by Partnership.
(P) Partnership does not have any obligation to pay
any interest or other charges to any tenant with respect
to any security deposit.
(xii) Insurance. The insurance schedule attached hereto
as Exhibit J describes all insurance policies presently
affording coverage with respect to the Premises as of the date
hereof, and the information contained therein is true,
accurate and complete. As of the date hereof such insurance
coverage is in full force and effect and all premiums due
therefor have been paid in full. To the best of Partnership's
knowledge, no notice has been received from any insurance
carrier requiring the performance of any work or repairs or
claiming any defects or deficiencies in the Premises, which
has not been complied with or will not be complied with prior
to Closing. The insurance coverage described in Exhibit J
shall, to the extent reasonably available, be kept in full
force and effect through and including the Closing Date.
(xiii) Employees. There will not be any employees of
Partnership presently employed at or in connection with the
management, operation or maintenance of the Premises which
Equitable will be obligated to employ on or after the Closing
Date. Partnership and Equitable acknowledge that, upon
termination of the Asset Management Agreement and except for
employees of the tenants, all employees employed at or in
connection with the management, operation or maintenance of
the Premises are employed by General Growth.
(xiv) Service Contracts. To the best knowledge of
Partnership, the schedule of service, maintenance, equipment,
security, employment, supply and management contracts
("Service Contracts") attached hereto as Exhibit K lists all
such oral and/or written contracts (including any purchase
orders) affecting the Premises as of the date hereof, true and
complete copies of which have been delivered to Equitable. To
the best of Partnership's knowledge, except as otherwise set
forth in Exhibit K, all such agreements are in full force and
effect and have not been further modified or amended as of the
date hereof and, Partnership is not in monetary or material
non-monetary default thereunder, nor has Partnership received
any written notice of any actual or asserted default
thereunder. Partnership will not enter into, renew, extend or
modify any Service Contracts without the consent of Equitable,
which will not be unreasonably withheld, except in the
ordinary course of business and provided the same can be
terminated without cost or expense to Equitable on thirty (30)
days notice. Except as otherwise set forth on Exhibit K, the
Service Contracts can be terminated by Equitable on thirty
(30) days notice. Equitable's consent to Partnership's entry
into or renewal, extension, or modification of any Service
Contract will be deemed given if Partnership has not received
an objection from Equitable in writing setting forth
Equitable's objection in reasonable detail within seven (7)
days of Equitable's receipt of said Service Contract for
approval.
(xv) Taxes. The copies of the respective real estate tax
bills covering the Premises for the periods 1992-1994 are
attached hereto as Exhibit L. The Land constitutes one or
more separate, self-contained tax lots. To the best of
Partnership' knowledge, there are no proceedings pending to
increase or decrease the assessed valuation of all or any
portion of the Premises.
(xvi) Litigation. Except as set forth in Exhibit CC,
there are as of the date hereof, no actions, suits or
proceedings pending, or to the best knowledge of Partnership
or the General Partner, threatened in writing, within three
(3) months prior to the date hereof (whether by private or
public or quasi-public persons or bodies) before or by any
judicial, administrative or union body or arbitrator, or any
governmental authority, against or affecting the Premises or
Partnership's interest therein.
(xvii) Assessments. Except as set forth in Exhibit L,
Partnership has received no written notice from any relevant
governmental authority and to the best knowledge of
Partnership there are no pending bond issues, improvement
liens, special assessments, or similar charges or assessments
which are presently contemplated or which have been made
against the Premises or any part thereof by any governmental
authority.
(xviii) Title. Except as set forth in Exhibit F and in the
documents referred to in the estoppels annexed as Exhibit O-l,
Partnership has not granted and is otherwise unaware to the
best of Partnership's knowledge, of any rights, options,
rights of first refusal, or other agreements of any kind to
purchase or otherwise acquire any interests in the Premises
other than rights to lease provided in the Leases.
(xix) Bankruptcy. (i) Neither Partnership nor the General
Partner has filed any voluntary petition in bankruptcy, has
been adjudicated insolvent, nor filed any petition or answer
seeking reorganization, rehabilitation, conservation,
liquidation, dissolution or similar relief under any federal
bankruptcy act or other statute or law relative to bankruptcy,
insolvency, or other relief for debtors, nor has sought or
consented to or acquiesced in the appointment of any trustee,
receiver, conservator or liquidator of all or any substantial
part of its assets or interest in the Premises, (ii) no court
of competent jurisdiction has entered an order, judgment or
decree approving a petition filed against Partnership or the
General Partner seeking any reorganization, arrangement,
composition, readjustment, liquidation, resolution or similar
relief under any federal bankruptcy act, or other statute or
law relative to bankruptcy, insolvency or other relief for
debtors, and no liquidator has been appointed of Partnership
or the General Partner or of all or any substantial part of
its assets or its interest in the Premises, (iii) neither
Partnership nor the General Partner has given notice to any
governmental body of insolvency or pending insolvency, or
suspension or pending suspension of operations, and
(iv) neither Partnership nor the General Partner has made any
assignment for the benefit of creditors or taken any other
similar action for the protection or benefit or creditors.
(xx) Notices of Violations. Except as set forth in
Exhibit U, to the best of the Partnership's knowledge there
are no presently outstanding and uncured written notices from
any relevant governmental authority received by Partnership or
the manager of the Premises for any actual or asserted
violations of any certificate of occupancy or any zoning,
subdivision, building, environmental or other Laws, of any
nature with respect to the Premises.
(xxi) Connection Fees. Bills for the installation,
connection (and service charges relative thereto) for all
water, sewer or public utilities required for the operation of
the Premises which have been received have been or will be
paid in full prior to the Closing. To the best knowledge of
Partnership, there is no basis existing for any other such
charges to be billed.
(xxii) Personalty. The items listed in Exhibit C, other
than as "Excluded Personalty", is all the Personalty (other
than Personalty not located in or on the Premises which is not
used solely in connection with the Premises) owned or leased
by Partnership or any Affiliate thereof on the date of this
Agreement and located in or on or used in connection with the
operation or maintenance of the Premises.
(xxiii) Utilities. Partnership has delivered to Equitable
a true and complete copy of all written agreements by which
gas, electricity, water, steam, heat, oil or other utilities
serve the Premises as of the date of this Agreement (the
"Utility Agreements"), a schedule of which is annexed as
Exhibit M. The Utility Agreements are in full force and
effect, have not been modified or amended, and, to the best
knowledge of Partnership, Partnership is not in default
thereunder. Partnership will not enter into any new Utility
Agreements or modifications or amendments of the same without
Equitable's consent, which shall not be unreasonably withheld.
Equitable's consent will be deemed given if not objected to in
writing (specifying in reasonable detail the basis for such
objection) within seven (7) days of receipt of such new
Utility Agreement, or amendment or modification, as the case
may be, for approval.
(xxiv) Agreements. Except as disclosed in the Hudson
Letter and to the best knowledge of Partnership, Partnership
is not in default under, and the Premises comply with all of
the material terms and conditions of, the title exceptions set
forth in Exhibit N ("Permitted Exceptions"). With regard to
the agreements described in the estoppels set forth in Exhibit
O-1 (except for the Leases described therein), except as
disclosed in the Hudson Letter and to the best of
Partnership's knowledge such agreements are in full force and
effect and have not been modified, amended or supplemented,
and no party is in default under the agreements and no event
has occurred which would, with the passage of time and/or the
expiration of a grace period, constitute a default under any
of the agreements.
(xxv) Other Development. Partnership does not own any
property within a two mile radius of the Premises. To the
extent the Partnership does own property within a two mile
radius of the Premises, Partnership covenants that such
property shall be included in the term "Premises" and shall be
conveyed to Equitable in accordance with the terms and
conditions of this Agreement.
(xxvi) Disclosure of Adverse Change. Partnership shall,
from the date of this Agreement through the date of Closing,
promptly inform Equitable in writing of any material adverse
change in the matters described in this paragraph 5(b) and in
the matters represented, warranted and covenanted by Equitable
under paragraph 5(a) as to which Partnership obtains
knowledge.
(xxvii) Hazardous Materials. To the best of Partnership's
knowledge and except as set forth in the Reports, there are no
hazardous materials located on the Premises (except asbestos,
which Equitable acknowledges is located in certain portions of
the Premises) other than those stored in accordance with all
applicable laws at the Premises for the operation thereof or
of any of the tenants or occupants thereof in the ordinary
course of their business pursuant to their leases or under
their operating agreements and in accordance with all
applicable laws), and the Premises have not been used for the
storage of any oils, petroleum by-products (except for fuel
oils and other petroleum by-products or cleaning fluids and/or
products stored in accordance with all applicable laws at the
Premises for the operation thereof or of any of the tenants or
occupants thereof in the ordinary course of their business
pursuant to their leases or under their operating agreements
and in accordance with all applicable laws). For purposes of
this Agreement, hazardous materials shall include, without
limitation, any hazardous substance as defined in 42 U.S.C.A.
9601(14), as amended from time to time through the Closing
Date, or any other material regulated by any other law,
ordinance or regulation relating to pollution or the
protection of health, safety or environment.
(xxviii) Mortgages. All mortgages or deeds of trust
encumbering the Premises are in favor of Equitable.
(xxix) List of Responsible Officers. The term "Responsible
Officer" as it relates to Partnership or the General Partner
shall mean those individuals identified in Exhibit V attached
hereto whether or not they are officers.
(xxx) Partnership's Knowledge, etc. Wherever reference is
made in this Agreement to the receipt of notice by
Partnership, written notice to Partnership or a similar
standard, the same shall be deemed to refer only to the
receipt of any written notice by Partnership or the General
Partner from any third party which is contained in any of the
files of either Partnership or the General Partner on January
19, 1994. Wherever reference is made in this Agreement to
Partnership's knowledge, best of knowledge, or a similar
standard, the same shall be deemed to include any actual
knowledge and/or best of knowledge by Partnership or the
General Partner. A matter shall be considered to be known to
Partnership or the General Partner and therefore shall be
considered known to Partnership only if: (i) any written
notice has been received by Partnership or the General Partner
from any third party and is contained in the files of
Partnership or the General Partner on January 19, 1994, or
(ii) any matter has been reduced to writing (including
correspondence or internal memoranda) by any employee,
director, officer or agent of Partnership or the General
Partner, and is contained in any of the files of either
Partnership or the General Partner on January 19, 1994 or
(iii) any matter is known to any Responsible Officer of either
Partnership or the General Partner, provided, however, that no
Responsible Officer is under any obligation to make any
inquiry with respect to any matter other than as set forth in
subparagraph (xxix) above. Partnership shall have no
liability for matters known by the center manager, General
Growth, which are not otherwise within Partnership's knowledge
under the foregoing definition. Anything in the files of
General Growth that is not in the files of either Partnership
or the General Partner on January 19, 1994 shall not be
considered to be known by Partnership or the General Partner.
Nothing in this subparagraph (xxx) shall be construed to limit
the Partnership's indemnity set forth in paragraph 24(a) of
this Agreement indemnifying Equitable against, among other
things, damages suffered by Equitable as a result of actions
or nonactions of General Growth, as agent for Partnership,
including but not limited to damages resulting from claims
made by tenants for excessive common area maintenance charges.
(c) Survival of Representations, Warranties and Covenants.
(i) Equitable's representations, warranties and
covenants contained in paragraph 5(a) and in Equitable's
Closing Date Certificate under paragraph 7(c) and
Partnership's representations, warranties and covenants
contained in paragraphs 5(b)(i) through (iv) and 5(b)(xxix)
and in Partnership's Closing Date Certificate relating thereto
shall survive the Closing Date without limitation; provided,
that the survival of the Partnership's representation
contained in paragraph 5(b)(xxix) as to the accuracy and
completeness of the titles listed in Exhibit V as "Responsible
Officers" shall not extend the survival period for the
representation, warranty, or covenant to which a Responsible
Officer's knowledge relates;
(ii) Partnership's representations, warranties and
covenants contained in paragraphs 5(b)(v) through (x),
5(b)(xii) through (xvii), 5(b)(xix) through the first sentence
of 5(b)(xxiv) and in Partnership's Closing Date Certificate
relating thereto shall survive the Closing Date until June 30,
1995, provided that a written objection regarding such matter
has been received by Partnership on or before that date;
(iii) Partnership's representations, warranties and
covenants contained in paragraphs 5(b)(xviii), (xxvii), and
(xxviii) and in Partnership's Closing Date Certificate
relating thereto shall terminate as of the Closing Date.
Partnership's covenant contained in paragraph 5(b)(xxvi) and
in Partnership's Closing Date Certificate relating thereto
shall survive the Closing Date for the same period that the
subject matter of Partnership's required disclosure thereunder
would survive the Closing Date; and
(iv) Partnership's covenants contained in paragraph
5(b)(xxv) shall survive the Closing Date until June 30, 1995,
provided that a written objection regarding such matter has
been received by Partnership on or before that date;
(v) Partnership's representations, warranties and
covenants contained in paragraph 5(b)(xi) and in the last
sentence of paragraph 5(b)(xxiv) and in Partnership's Closing
Date Certificate relating thereto shall survive the Closing
Date as follows:
(A) Except as provided in subparagraphs (B) and (C)
below, Partnership's representations, covenants and
warranties shall survive the Closing Date until the
earlier to occur of:
(1) the date that Partnership obtains an
estoppel from the party executing the estoppel
under the relevant Lease or under the agreement
referred to in Exhibit O-1, as the case may be, but
only to the extent that the party executing the
estoppel has not taken adverse exception to any
matters contained in the estoppel which is in the
form attached hereto as Exhibit O or Exhibit O-1,
as the case may be, and only to the extent that
such estoppel does not adversely conflict with
Partnership's representations and warranties
contained in paragraph 5(b)(xi) or in the last
sentence of paragraph 5(b)(xxiv), as the case may
be (and as to any such exceptions and conflicts
only until June 30, 1995, provided that Partnership
has received written objection regarding such
matter by that date), or
(2) until June 30, 1995, provided that
Partnership has received written objection
regarding such matter by that date;
(B) with respect to any Lease, tenancy or occupancy
of 5,000 or more square feet of gross leasable area, the
representation and warranty contained in the second
sentence of paragraph 5(b)(xi)(A) shall survive the
Closing Date until the earliest of (i) the termination or
expiration of the term of the Lease, tenancy or other
occupancy to which the representations, warranties and
covenants apply (including any claimed extensions,
renewals or other options, whether or not disclosed
herein by Partnership), or (ii) the date Partnership
obtains an estoppel from such tenant (but such survival
shall terminate only to the extent the tenant's estoppel
is not inconsistent in the same manner as set forth in
subparagraph (A)(1) of this paragraph 5(c)(v)), or (iii)
June 30, 1995, provided that Partnership has received
written objection regarding such matter by that date.
(C) the representations, warranties and covenants
contained in any estoppel certificate of Partnership
provided to Equitable under paragraph 7(b)(v) in lieu of
a tenant's estoppel shall survive the Closing Date until
the earliest of (i) the termination or expiration of the
term of the Lease, tenancy or other occupancy to which
such estoppel relates (including any claimed extensions,
renewals or other options, whether or not disclosed
herein by Partnership), or (ii) the date Partnership
obtains an estoppel from such tenant (but such survival
shall terminate only to the extent the tenant's estoppel
is not inconsistent in the same manner as set forth in
subparagraph (A)(1) of this paragraph 5(c)(v)), or (iii)
June 30, 1995, provided that Partnership has received
written objection regarding such matter by that date.
(vi) The representations, warranties and covenants
contained in Partnership's Closing Date Certificate which are
not otherwise addressed shall survive until June 30, 1995,
provided that Partnership has received written objection
regarding such matter by that date.
5A. Equitable's Right to Make Capital Improvements Prior to
Closing. Partnership hereby grants to Equitable the right to enter
onto the Premises to make capital improvements in connection with
relocating and building out new space for Lane Bryant and to make
other improvements in order to accommodate the agreement with Ward
described in paragraph 3(b) hereof, subject to the execution and
delivery of documentation acceptable to both parties. Exhibit B
contains a brief description of the improvements contemplated as of
the date of this Agreement. Partnership and Equitable agree that
if such improvements are made and this transaction does not close
for any reason, then the amount of such capital expenditures
(including the amount of any free rent or other concessions funded
by Equitable to Lane Bryant in connection with such relocation)
shall be added to the outstanding principal balance of the loan
evidenced by the Note; provided, however, that the maximum amount
of such expenditures that can be added to the loan is $1,000,000
and Equitable will not seek reimbursement for any amounts expended
over $1,000,000. In addition, Equitable agrees to complete any
capital improvements that Equitable commences and to fund such
concessions pursuant to this paragraph 5A if this transaction does
not close for any reason. If this Agreement is extended by the
parties pursuant to paragraph 7A, then there shall be no cap on the
amount of capital expenditures that can be added to the loan.
Equitable will and hereby does indemnify and hold harmless
Partnership, its officers, employees, agents and contractors,
against any and all damage to property or injury or death to
persons, and from any and all damages, costs, actions, claims,
construction liens and liabilities whatsoever (including without
limitation claims by tenants and other occupants of Northland)
arising out of or in any way connected with the above described
construction at Northland, including without limitation costs and
reasonable attorneys fees.
6. Title, Title Insurance, Survey. Equitable's title to the
Premises shall be insured by an ALTA Form B owner's policy
(extended coverage) of title insurance in the amount of $45,500,000
issued by a major title company (the "Title Company"). Partnership
shall provide to Equitable by March 31, 1994 a commitment for the
title policy (and endorsements) contemplated by this paragraph 6
and the survey referred to in paragraph 7(b)(ii) and Equitable
shall provide its objections to the same within the later of ten
(10) days after Equitable's receipt of both the title commitment
and the survey and April 15, 1994. The title insurance shall
include such reinsurance with other title companies as Equitable
shall usually require. Equitable will not require reinsurance if
any of the following title companies issues the policy: Ticor Title
Insurance Company, Lawyers Title Insurance Corporation, Old
Republic, Chicago Title, or Commonwealth. Such title insurance
policy shall show title to the Premises in Equitable, subject only
to (i) the Permitted Exceptions including, without limitation, all
title exceptions which existed in 1986 when Partnership acquired
title to the Premises from Equitable, (ii) any other matters
reasonably approved by Equitable, (iii) the standard printed
exclusions of Schedule A of such policy, and (iv) all other matters
which are expressly provided under this Agreement for Equitable to
take subject to. Such title insurance policy shall contain those
endorsements set forth in Exhibit N, provided that all such
endorsements can be obtained at no or only marginal additional
cost.
7. Closing.
(a) Time and Place. (a) The consummation of the transactions
contemplated hereby (the "Closing") shall take place at 10:00 a.m.
Eastern Standard Time ("EST") on a Business Day (as hereinafter
defined) designated by Equitable by at least five (5) Business Days
prior notice to Partnership or such later date as may be reasonably
requested by Partnership; provided that in all events the Closing
shall occur as soon as possible after execution of this Agreement,
but in no event later than April 30, 1994, or such later date to
which a party extends the Closing pursuant to paragraph 7A (the
"Closing Date"). The Closing shall occur at the offices of Miller,
Canfield, Paddock and Stone, 150 West Jefferson Avenue, Suite 2500,
Detroit, Michigan 48226, or at another mutually acceptable
location.
(b) Required Deliveries of Partnership. At the Closing,
Partnership shall execute and/or deliver the following (all such
documents, the forms of which are not exhibits to this Agreement,
to be in a form reasonably satisfactory to Partnership and
Equitable):
(i) Partnership's Deed "C" in the form annexed as
Exhibit Y conveying fee simple and marketable title (except
with reference to matters set forth in the next to last
sentence of paragraph 6) to the Premises;
(ii) an "as-built" survey of the Land and the
Improvements, complying with the survey standards of the
American Land Title Association to the extent necessary to
delete the title "survey exception" (except as to area) and
which shall be certified by the surveyor to Partnership,
Equitable and the Title Company in a form reasonably
acceptable to Equitable;
(iii) a Bill of Sale for conveyance of the Personalty, "AS
IS, WHERE IS";
(iv) an Assignment and Assumption of Leases (including
the security deposits thereunder) in the form annexed as
Exhibit W;
(v) Partnership shall use reasonable efforts to obtain
the estoppel certificates from all tenants under the Leases
(who are required by the terms of their leases to deliver an
estoppel certificate) and failure of Partnership to obtain any
of the estoppel certificates required by this subparagraph (v)
shall relieve Equitable from any obligation to proceed with
the Closing: an estoppel certificate in the form annexed
hereto as Exhibit O from each tenant under a Lease of any part
of the Premises occupying more than 5,000 gross leasable
square footage of primary space, and estoppel certificates in
the forms annexed as Exhibit O-1 for each of the major
department stores referenced therein;
(vi) a notice addressed to the tenants in the respective
Premises informing them of the Closing and of the assignment
of its lease and delivery of any security deposit thereunder
to Equitable;
(vii) the originals (or true copies, if originals are not
available) of all certificates, approvals, permits, licenses,
warranties, or guarantees in Partnership's possession or in
possession of any manager or agent affecting or relating to
the Premises, unless same are posted at the Premises;
(viii) the originals (or true copies if originals are not
available) of all of the Leases, Service Contracts, employment
contracts, Utility Agreements and any other agreements in the
possession of Partnership or its agents affecting or relating
to the Premises. Partnership shall, after the Closing, be
provided reasonable access by Equitable to copies of documents
(and originals thereof if absolutely necessary) set forth in
items (vii) and (viii) of this paragraph 7(b) to the extent
reasonably required by Partnership, such as in the prosecution
or defense in any litigation, governmental matter or other
proceeding;
(ix) an updated Exhibit F with regard to the Leases,
dated as of the Closing;
(x) an affidavit regarding the status of Partnership as
not being a foreign person pursuant to Section 1445 of the
Internal Revenue Code of 1986;
(xi) an assignment and assumption of all Service
Contracts, Utility Agreements, and Intangibles in the forms
annexed as Exhibit H.
(xii) all operation, rental and maintenance records and
documents as such relate to the Premises in the possession of
Partnership or its agents, including without limitation,
tenant files, marketing brochures, visual aids, tenant
correspondence, budgets, blueprints, plans and specifications,
drawings, engineering reports, environmental energy management
reports, topographical and other studies and all other books
and records;
(xiii) a fully executed original (or true copy if an
original is not available) of the Management Agreement for the
Premises;
(xiv) such other instruments as may be reasonably required
by Equitable or reasonably appropriate to consummate this
transaction;
(xv) the opinion of Willkie Farr & Gallagher, counsel for
Partnership, in the form annexed as Exhibit S-1;
(xvi) certificate of limited partnership of Partnership in
Delaware and Michigan, certificate of good standing and
certified corporate resolutions of the General Partner
authorizing the transactions contemplated hereby on behalf of
Partnership and incumbency certificates for each individual
officer of the General Partner executing documents described
in this Agreement;
(xvii) a certificate ("Closing Date Certificate") signed by
an authorized officer of the General Partner on behalf of
Partnership, under which the Partnership restates in full the
representations, covenants and warranties contained in
paragraph 5(b) and advises Equitable of any matters
represented, warranted and covenanted in paragraph 5(a) as to
which Partnership obtains knowledge, qualified with any
exceptions or changes to such respective representations,
covenants and warranties, including any Exhibits in connection
therewith as have become known to Partnership (excluding any
by notice from Equitable) since January 19, 1994; provided,
however, Partnership shall only restate such representations,
covenants and warranties to the extent such warranties were
originally made in paragraph 5(b). Partnership's Closing Date
Certificate shall also state that, to the best of
Partnership's knowledge and except as specified therein, no
tenant under a Lease having 10,000 square feet or more of
demised premises under such Lease or party to any of the
agreements described in Exhibit O-1, between the date of this
Agreement and the Closing Date: (i) has vacated the premises
demised under such Lease or referred to in such agreements,
(ii) has advised Partnership in writing that it intends to
vacate the premises demised under such Lease or referred to in
such agreements, or (iii) has done any of the following, of
which the Partnership has been advised in writing: (A)
commenced a voluntary case or had entered against it a
petition for relief under any federal bankruptcy act or any
similar petition, order or decree under any federal or state
law or statute relative to bankruptcy, insolvency or other
relief for debtors, (B) caused, suffered or consented to the
appointment of a receiver, trustee, administrator,
conservator, sequestrator, liquidator or similar official in
any federal, state or foreign judicial or nonjudicial
proceeding, to hold, administer and/or liquidate all or
substantially all of its assets, or (C) made an assignment for
the benefit of creditors. The representations made in the
Partnership's Closing Date Certificate pursuant to the
previous sentence shall survive the Closing until June 30,
1995, provided that Partnership has received written objection
regarding such matter on or before such date. Partnership
shall provide to Equitable as promptly as possible after
receipt, but no later than the Closing Date copies of any
reports received by Partnership or the General Partner
relating to the Premises. All references in paragraph 5 to
the date of this Agreement (or words of similar meaning) shall
be stated to read in such Closing Date Certificates as of the
Closing Date.
(xviii) a certificate signed by an authorized officer of the
General Partner on behalf of Partnership, to the best of
Partnership's knowledge, as such term is defined in paragraph
5(b)(xxxi) (which certificate shall survive the Closing Date
until June 30, 1995), certifying that no action, suit or
proceeding before any court or any governmental body or
authority pertaining to the transactions contemplated by this
Agreement or its consummation or pertaining to the Premises or
any part thereof not disclosed to or consented to by Equitable
has been instituted or threatened (in writing by a credible
source) against Partnership which would have a material
adverse effect on either the transactions contemplated under
this Agreement or the Premises or any part thereof on or
before the Closing Date; or, alternatively, if any such
action, suit or proceeding is disclosed in such certificate,
an agreement to hold harmless and indemnify Equitable from and
against any cost, claims, expenses, liabilities or penalties
arising out of such suit, action or proceeding in form and
substance reasonably satisfactory to Equitable.
(xix) payment of the premium and delivery of the order to
issue the title policy in the form and substance set forth in
paragraph 6 (including the required endorsements) and any
affidavits or certifications reasonably required by the Title
Company to issue such policy;
(xx) all security deposits held by Partnership for
tenants under the Leases;
<PAGE>
(xxi) the letter agreement (the "Brookdale Letter
Agreement") in the form attached as Exhibit D relating to the
first mortgage and promissory note on the Brookdale Center in
Brooklyn Center, Minnesota ("Brookdale");
(xxii) the Release Agreement in the form attached as
Exhibit I-1;
(xxiii) satisfactory evidence that there are no currently
effective Uniform Commercial Code financing statements filed
with respect to the Personalty except those in favor of
Equitable, other than as set forth in Exhibit N. The
provisions of the foregoing sentence shall not apply to
Uniform Commercial Code financing statements filed by or with
respect to any tenant under the Leases or any of the property
or leasehold improvements owned by them;
(xxiv) an Assignment and Assumption of Operating
Agreements/Ground Lease (as to anchor stores) in the form
attached as Exhibit Q;
(xxv) an Assignment and Assumption of ground lease with
American General Life Insurance Company in the form attached
as Exhibit R.
(c) Required Deliveries of Equitable. At the Closing,
Equitable shall execute and/or deliver to Partnership (all such
documents, the forms of which are not exhibits to this Agreement,
to be in a form reasonably satisfactory to Partnership and
Equitable):
(i) Equitable's discharge and termination of the
Security Documents and all borrower indemnifications contained
therein, in the form attached as Exhibit T and the return of
the original Note marked cancelled;
(ii) $6,600,000, subject to the adjustments set forth in
paragraph 11, payable by wire transfer on the Closing Date, in
immediately available funds, to the bank account for such
party or parties as Partnership may designate to Equitable in
writing;
(ii) an Assignment and Assumption of Leases in the form
attached as Exhibit W;
(iii) an opinion of counsel to Equitable and an opinion of
counsel to EML in the forms attached, respectively, as
Exhibits S-2 and S-3;
(iv) a certificate dated the Closing Date (the "Closing
Date Certificate") signed by Equitable, and a Closing Date
Certificate signed by EML, which restates the representations,
covenants and warranties of Equitable and EML, respectively,
contained in paragraph 5(a) and advises Partnership of any
matters represented, warranted and covenanted in paragraph
5(b) as to which Equitable and EML, respectively, obtains
knowledge, qualified with any exceptions or changes to such
respective representations, covenants and warranties,
including any Exhibits in connection therewith as have become
known to Equitable and EML (including by notice from
Partnership) since January 19, 1994. All references in
paragraph 5 to the date of this Agreement (or words of similar
meaning) shall be stated to read in such Closing Date
Certificates as of the Closing Date;
(v) a certificate signed by an authorized officer of
Equitable stating that, to the best of his knowledge and
belief after reasonable inquiry, no action, suit or proceeding
before any court or any governmental body or authority
pertaining to the transactions contemplated by this Agreement
or its consummation have been instituted or threatened in
writing by a credible source against Equitable on or before
the Closing Date which would have a material adverse effect on
the transactions contemplated under this Agreement;
(vi) the Brookdale Letter Agreement in the form attached
as Exhibit D;
(vii) the Release Agreement in the form attached as
Exhibit I-2;
(viii) an Assignment and Assumption of all Service
Contracts, Utility Agreements, and Intangibles in the forms
annexed as Exhibit H.
(ix) an Assignment and Assumption of Operating
Agreements/Ground Lease (as to anchor stores) in the form
attached as Exhibit Q;
(x) an Assignment and Assumption of ground lease with
American General Life Insurance Company in the form attached
as Exhibit R.
(d) Other Documents. In all of the above cases, each party
shall also execute and/or deliver such other documents, opinions
and agreements as may be required hereunder.
7A. Extension of Agreement. Notwithstanding anything to the
contrary contained in this Agreement, unless both Partnership and
Equitable shall elect to keep this Agreement in full force and
effect by each giving notice actually delivered to and received by
the other on or prior to 5:00 p.m., New York City time on April 30,
1994, this Agreement shall terminate and be of no further force and
effect without liability of Partnership or Equitable (except that
the provisions of paragraphs 4 and 9 shall survive such
termination); provided, however, that either party may elect to
extend such deadline until June 30, 1994, if such party needs more
time to satisfy the conditions precedent set forth in paragraph 3
(with respect to Equitable) and paragraph 3A (with respect to
Partnership).
8. Destruction of Improvements or Condemnation.
(a) Damage in Excess of $2,000,000 or Material Condemnation.
If (i) the Premises or any portion thereof are damaged by fire or
other casualty prior to the Closing Date and in the reasonable
judgment of an architect, engineer or contractor designated by
Partnership and approved by Equitable, such approval not to be
unreasonably withheld or delayed, the cost of repairing such damage
exceeds $2,000,000, or (ii) the Premises or any portion thereof
have been subject to condemnation prior to the Closing Date and
such condemnation would materially interfere with the use of the
Premises, then Equitable shall have the option of (i) proceeding
with the Closing without any abatement of the consideration to be
paid by Equitable and taking the Premises "as is", together with an
assignment from Partnership of its rights to receive any insurance
or condemnation proceeds which may be payable by virtue of the loss
or damage (including rental loss insurance for the period after the
Closing Date), and payment by Partnership to Equitable of any
deductible amount applicable to such insurance, or (ii) cancelling
this Agreement without further obligation or liability (except for
those set forth in paragraphs 4 and 9, which shall survive the
termination of this Agreement). The option to terminate shall be
exercised by Equitable within ten (10) days after Equitable
receives notice from Partnership of such estimated cost of
repairing the damage. If Partnership does not receive any such
notice within such 10-day period, Equitable shall be deemed not to
have terminated this Agreement.
(b) Damage of $2,000,000 or Less and Not Material
Condemnation. If (i) the Premises or any portion thereof are
damaged by fire or other casualty prior to the Closing Date and in
the reasonable judgment of an architect, engineer or contractor
designated by Partnership and approved by Equitable, such approval
not to be unreasonably withheld or delayed, the cost of repairing
such damage is $2,000,000 or less, or (ii) the Premises or any
portion thereof have been subject to condemnation prior to the
Closing Date and such condemnation would not materially interfere
with the use of the Premises, then Equitable shall proceed to
Closing without any abatement of the consideration to be paid by
Equitable and shall take title to the Premises "as is", together
with an assignment by Partnership of its rights to receive all
insurance or condemnation proceeds (including rental loss insurance
for the period after closing) which may be payable by virtue of
same, and payment by Partnership to Equitable of any deductible
amount applicable to such insurance. The provisions of this
paragraph 8 shall survive the Closing or earlier termination of
this Agreement.
9. Commissions. Notwithstanding anything contained in this
Agreement to the contrary, Partnership shall be responsible for any
commission paid to Lehman Brothers Inc. with respect to this
transaction. Equitable and Partnership each represent that they
have dealt with no person or entity other than Lehman Brothers Inc.
that might result in the obligation to pay a sales or brokerage
commission or finder's fee with respect to this transaction.
Partnership shall indemnify, defend and hold harmless Equitable for
any such commission or fee that is claimed by any broker or similar
person or entity claiming to have acted through Partnership,
including without limitation Lehman Brothers Inc., together with
any costs and expenses (including reasonable attorney's fees and
disbursements) incurred in connection therewith. Equitable shall
indemnify, defend and hold harmless Partnership for any such
commission or fee that is claimed by any broker or similar person
or entity claiming to have acted through Equitable, excluding
Lehman Brothers Inc., together with any costs and expenses
(including reasonable attorney's fees and disbursements) incurred
in connection therewith. The provisions of this paragraph 9 shall
survive the Closing or any earlier termination of this Agreement.
10. Assignment.
(a) Assignment by Equitable. Equitable shall have the right
to assign this Agreement and Equitable's rights hereunder, or any
part thereof, to any general or limited partnership, corporation or
other entity (whether by way of direct assignment or through any
intermediate assignments), provided that Equitable shall have a
controlling interest in such entity and shall remain liable
hereunder notwithstanding such assignment. Such right shall
include, but not be limited to, the right of Equitable to take
title to the Premises as a tenant in common with EML. Nothing
contained herein shall be construed to prohibit Equitable from
selling the Premises to any third party unaffiliated with Equitable
at any time after the Closing. Notwithstanding anything contained
in this Agreement to the contrary, if EML refuses to close for any
reason, then Equitable shall not be obligated to close this
transaction.
(b) Assignment By Partnership. Partnership shall not have
any right to assign this Agreement or any of its rights hereunder
without the prior written consent of Equitable, which consent shall
not be unreasonably withheld, but Partnership shall not be relieved
of any liability hereunder.
11. Adjustments.
(a) Closing Adjustments. Except as otherwise provided
herein, the following items shall be prorated as of 12:01 a.m. EST
on January 1, 1994 (the "Proration Date"):
(i) Real Estate taxes, personal property taxes,
unmetered water and sewer rents and charges, common area
maintenance charges, unmetered utility fees and charges, and
all other fees, taxes and periodic charges relating to or
payable in connection with the use, occupancy, maintenance,
ownership and operation of the Premises shall be apportioned
and prorated on the basis of the fiscal year for which
assessed, whether or not payable in such fiscal year, on the
basis of the most recent bill for the Premises, but shall be
equitably adjusted later if any estimated taxes are incorrect.
Partnership and Equitable agree that the proration of real
estate taxes due on July 1, 1993 and December 1, 1993 shall be
shown on Exhibit E attached hereto. Partnership and Equitable
agree that Partnership is entitled to reimbursement for the
insurance through the Closing Date, which Partnership
represents and warrants to Equitable has been paid by
Partnership at least through the Closing Date, covering the
period from January 1, 1994 to the Closing Date. Partnership
acknowledges that Equitable will obtain its own insurance
after the Closing Date. The parties acknowledge that the 1993
and 1994 tax assessments for the Premises have been appealed
to the Michigan Tax Tribunal in Case No. 192809. Any change
in the 1993 assessment will affect the taxes paid in the
summer of 1993 (City and partial school taxes) for the fiscal
year from July 1, 1993 through June 30, 1994 and the taxes
paid in the winter of 1993/1994 (County and balance of school
taxes) for the fiscal year from January 1, 1994 through
December 31, 1994 (for the County taxes) and from July 1, 1993
through June 30, 1994 (for the balance of the school taxes).
Any change in the 1994 assessment will similarly affect taxes
for 1994/1995. Partnership hereby assigns to Equitable its
interest in any rebates resulting from such appeal for the
purpose of collecting such rebates, and Partnership shall
execute such other documentation necessary to effectuate such
assignment. Equitable shall promptly notify Partnership of
its receipt of any tax rebates and the parties agree to
equitably adjust the tax proration promptly after Equitable's
receipt of such rebates after taking into account any rebates
owed to tenants or any offsets or credits given to tenants
against future rent. Such prorations shall be reviewed by the
parties' respective attorneys.
(ii) Basic or minimum rents for the period January 1,
1994 through the Closing Date payable by any tenant, including
any major department store, collected and received by
Partnership less expenses shall be delivered to Equitable at
the Closing Date. Any such rents for any period prior to or
including December 31, 1993, delinquent as of the Closing
Date, shall not be prorated at Closing but shall (to the
extent of any delinquencies existing on the Closing Date) be
remitted to Partnership out of the rents received by Equitable
after Closing which remain after being applied (i) first, to
current rents due for the month in which the payment is
received, or for the following month if a payment is received
during the last three (3) days of a month; (ii) second, to any
rental delinquency for the period January 1, 1994 to the Date
of Closing and (iii) third, to any delinquencies applicable to
the period prior to January 1, 1994. Nothing contained in
this Agreement shall prohibit Partnership from suing any
tenants or former tenants for rent arrearages for periods
prior to the Closing, provided that such suits shall not seek
a termination of any Lease or an eviction of any tenant under
a Lease.
(iii) Additional rent or other sums payable by any tenant,
including but not limited to any major department store, on
account of any promotional fund or merchants association,
common area maintenance, utility charges, real estate taxes
and insurance premiums shall be prorated between Partnership
and Equitable at Closing if possible or if not when the sums
are ascertainable, and Equitable shall remit to Partnership,
within ten (10) days after receipt, such additional rent as is
payable on account of Partnership's period of ownership of the
Premises. The parties acknowledge that estimates of common
area maintenance charges, taxes and other reimbursable
expenses are billed to tenants every month, that on or about
March 31 of each year final bills are sent out which may bill
additional amounts or indicate refunds are in order, and that
adjustments in the closing statements may be necessary as a
result of such final billings.
(iv) As to each Lease tenant or department store operator
who pays percentage rents based upon sales at its store,
Partnership shall be entitled to and shall receive percentage
rents based upon actual sales at such store occurring prior to
the Proration Date ("Partnership's Percentage Rents"), and
Equitable shall be entitled to receive percentage rents based
upon actual sales occurring from and after the Proration Date.
At Closing, Partnership shall receive Partnership's Percentage
Rents collected as of the Closing Date. Any of Partnership's
Percentage Rents that are due after the Closing Date, but
which are based upon actual sales occurring prior to the
Proration Date, shall be paid to Partnership promptly after
collection. Any of Partnership's Percentage Rents that are
delinquent and collected by Equitable or its agents after the
Closing Date shall be deposited into an account established by
Equitable. On November 30, 1994, Equitable shall disburse any
amounts on deposit in such account to Partnership. Any
arrearages of Partnership's Percentage Rents still outstanding
on November 30, 1994, shall be assigned to Partnership at
Partnership's option. Partnership shall pay all costs of
collecting such arrearages.
(v) Fees and charges under Service Contracts for the
period January 1, 1994 to Closing Date if not already paid
pursuant to the other provisions of this Agreement, including
employment costs for employees of the manager at the Premises
if any (other than the asset manager); provided, that deferred
vacation, deferred pension contributions and all other
deferred compensation shall be paid by Partnership.
(vi) Partnership shall endeavor to have all meters read
and final bills rendered for all metered utilities servicing
the Premises including, without limitation, water, sewer, gas
and electricity, for the period to and including the Proration
Date, and Partnership shall pay such bills, except in the case
of utility charges paid or payable by any tenants, subtenants
or other occupants directly to the utility companies. In the
event final bills cannot be obtained by Partnership through
and including the Proration Date, the utility charges shall be
prorated on the basis of the most current billing in each
instance and upon receipt of the statement from any utility
whose charges were so prorated, the actual amount of the
statement for the period which extends beyond the Proration
Date shall be reprorated and adjustments shall be made as such
reproration requires.
(vii) Fuel, if any, based on Partnership's cost thereof
including any sales tax. The amount of fuel shall be
estimated in writing by Partnership's fuel company on or about
the Proration Date.
(viii) Charges and transferable deposits under any Service
Contracts and Utility Agreements.
(ix) Merchant association or promotional fund dues or
fees whether paid pursuant to leases or other agreements.
(x) All other customary items of revenue or operating
expense.
(xi) Partnership shall pay for all goods delivered and
services rendered at or in connection with the Premises prior
to 12:01 a.m. on January 1, 1994 and Equitable shall pay for
all goods delivered and services rendered at or in connection
with the Premises from and after January 1, 1994.
(xii) In the event that, between January 1, 1994 and the
Closing Date, Partnership enters into any New Lease with
Equitable's written consent for space which is either vacant
on the date of this Agreement or becomes vacant between the
date of this Agreement and the Closing Date by reason of a
Lease existing on the date hereof expiring pursuant to its
terms and such New Lease is in effect as of the Closing Date,
then the cost actually incurred by Partnership in preparing
the space for such new tenant, for brokerage commissions
payable with respect to the New Lease and for other reasonable
out-of-pocket expenses actually incurred by Partnership, and
for any abatement of rent or free rent granted by Partnership
to such new tenant ("Leasing Costs") shall be reimbursed to
the Partnership by Equitable if not previously reimbursed
pursuant to the provisions of this Agreement.
(b) Accounting for Period from January 1, 1994 to Closing.
Partnership and Equitable shall cooperate with each other to obtain
an accounting from General Growth for the period from January 1,
1994 to Closing. If such accounting discloses any payments to or
for the benefit of Partnership during such period after the payment
of usual operating expenses for the Premises, Partnership agrees to
remit the amount of such payments to Equitable within ten (10) days
after receipt of written notice from Equitable. At Equitable's
option, Equitable may offset any amounts owed by Partnership to
Equitable against any amounts payable by Equitable to Partnership.
(c) Arrearages. Equitable shall establish an account in
which Arrearages (as hereinafter defined) collected by Equitable or
Partnership, or their respective agents, shall be deposited.
"Arrearages" shall mean any and all revenue from the Premises
(including without limitation, any and all rents, whether basic,
minimum, additional, or other rents (but excluding percentage
rents), and common area maintenance charges) delinquent as of
December 31, 1993. On November 30, 1994, Equitable shall retain
$500,000 cash and disburse any amounts on deposit in such account
over $500,000 to Partnership. Any Arrearages still outstanding on
November 30, 1994, shall be assigned to Partnership at
Partnership's option. Equitable shall pay all costs of collecting
the Arrearages incurred through November 30, 1994, and thereafter,
Partnership shall pay all costs of collecting any Arrearages
assigned to Partnership. Equitable will determine which Arrearages
to collect by legal action unless Partnership wants to pay the
costs of collection, including legal fees. Partnership hereby
authorizes Equitable to collect, by legal action or otherwise, such
Arrearages as well as any other revenues from the Premises and to
disburse such amounts collected in accordance with this Agreement.
Partnership and Equitable agree that Partnership shall be liable
for any claims made by tenants relating to actions or nonactions
occurring prior to January 1, 1994. The parties agree further that
Equitable shall be liable for any claims made by tenants relating
to actions or nonactions occurring from and after January 1, 1994,
except actions or nonactions resulting from the negligence or
willful misconduct of Partnership and/or General Growth.
(d) Survival. The provisions of this paragraph 11 shall
survive Closing until June 30, 1995, provided that Partnership has
received written objection regarding such matters on or before that
date.
(e) Cooperation. The parties will cooperate with each other
following Closing to facilitate the proper billing of tenants and
the collection and allocation of monies owing.
12. Notices. All communications, notices, requests,
approvals and demands of any kind which any party may be required
or may desire to give to or serve upon any other in connection with
this Agreement shall be made in writing and delivered by (i)
personal service to an officer of the party addressed, (ii)
overnight courier, (iii) registered or certified mail, postage
prepaid, return receipt requested, or (iv) by telecopy; all
addressed to the following addresses:
To Partnership:
Midwest Centers Inc.
388 Greenwich Street, 28th Floor
New York, New York 10013
Attn: Mr. Paul Abbott
Fax: (212) 464-5156
With copies to:
Willkie Farr & Gallagher
153 East 53rd Street
New York, New York 10022
Attn: Stephen W. Greiner
Fax: (212) 821-8111
Willkie Farr & Gallagher
Three Lafayette Centre
1155 21st Street, N.W.
Suite 600
Washington, D.C. 20036-3384
Attn: Thomas F. Kaufman, Esq.
Fax: (202) 887-8979
To Equitable:
Equitable Real Estate Investment
Management, Inc.
The Equitable Building
455 North Cityfront Plaza Drive
Chicago, Illinois 60611
Attn: Charles R. Beaver
Fax: (312) 527-5172
With copies to:
The Equitable Life Assurance Society
of the United States
787 Seventh Avenue
New York, New York 10019
Attn: Norman J. Abrams, Esq.
Fax: (212) 554-3745
Miller, Canfield, Paddock and Stone
150 West Jefferson Avenue
Suite 2500
Detroit, Michigan 48226
Attn: Allen Schwartz, Esq.
Fax: (313) 496-8450
Any notice delivered by personal service shall be deemed to have
been received when delivered. Any such notice sent by overnight
courier shall be deemed to have been received on the next Business
Day and any notice sent by mail shall be deemed to have been
received by the addressee on the third Business Day after posting
in the United States mail. Any notice sent by telecopier shall be
deemed to have been received as of the time sent. A party may
change its address or the addresses for copies of notice by giving
the other party written notice thereof as herein provided.
13. Errors. If any errors or omissions are made at Closing
with respect to any adjustment or proration, or after Closing with
respect to any post-Closing adjustment or apportionment the parties
shall make the appropriate corrections promptly after the discovery
thereof. The provisions of this paragraph 13 shall survive the
Closing until June 30, 1995.
14. Incorporation of Prior Agreements. This Agreement
contains the entire understanding of the parties hereto with
respect to the subject matter hereof, and no prior or other
contemporaneous written or oral agreement or understanding
pertaining to any such matter shall be effective for any purpose.
15. Modification of Agreement. No provision of this
Agreement may be amended or modified except by an agreement in
writing signed by the parties hereto or their respective successors
in interest.
16. Attorneys' Fees. If any party commences an action
against any other to enforce any of the terms of this Agreement or
because of the breach by any party of any of the terms hereof, the
losing or defaulting party shall pay to the prevailing party
reasonable attorneys' fees, costs and expenses incurred in
connection with the prosecution or defense of such action.
17. Construction of Agreement. The language in all parts of
this Agreement shall be in all cases construed simply according to
its fair meaning and not strictly for or against any of the parties
hereto. The table of contents and headings at the beginning of
paragraphs, subparagraphs and exhibits of this Agreement are solely
for the convenience of the parties and are not a part of this
Agreement. When required by the context, whenever the singular
number is used in this Agreement, the same shall include the
plural, and the plural shall include the singular; the masculine
gender shall include the feminine and neuter genders and vice
versa; and the word "person" shall include an individual, a
corporation, partnership, association or other form of legal
entity. For purposes of this Agreement, a Business Day shall be
any day that the New York Stock Exchange is open for business. The
recitals in and exhibits to this Agreement (when incorporated by
amendment in accordance with paragraph 31) are incorporated herein
and to be given the same effect as the other terms of this
Agreement. Time shall be of the essence for each and every term of
this Agreement.
18. Further Acts. Each party, upon the request of any other,
agrees to perform such further acts and to execute and deliver such
other documents as are reasonably necessary to carry out the
provisions of this Agreement. The provisions of this paragraph 18
shall survive the Closing.
19. Survival of Obligations. The obligations of the parties
set forth in this Agreement, except as expressly provided herein to
the contrary, shall not survive the Closing and the execution and
delivery of the Deed.
20. Successors and Assigns. This Agreement shall inure to
the benefit of and shall be binding upon all of the parties hereto,
and their respective heirs, executors, administrators, successors
and permitted assigns.
21. Law to Apply. This Agreement shall be construed in
accordance with and governed by the laws of the State of New York.
22. Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall
constitute one and the same instrument, and any of the parties
hereto may execute this Agreement by signing any of such
counterparts.
23. Remedies.
(a) Of Equitable. Upon Partnership's wilful and intentional
failure to perform its obligations under this Agreement which are
within Partnership's power to perform, Equitable shall have all
remedies available at law or in equity, including but not limited
to the right to bring an action for specific performance and the
right to sue for consequential, punitive, and other speculative
damages, provided, however, Partnership shall not be liable for
lost profits. Both parties agree and recognize that Partnership's
performance under this Agreement is unique and that monetary
damages alone would not adequately compensate Equitable if
Partnership fails to perform this Agreement and that Equitable
should be entitled to specific performance.
(b) Of Partnership. Upon Equitable's wilful and intentional
failure to perform its obligations under this Agreement which are
within Equitable's power to perform, Partnership shall have all
remedies available at law or in equity, including but not limited
to the right to bring an action for specific performance and the
right to sue for consequential, punitive, and other speculative
damages, provided, however, Equitable shall not be liable for lost
profits.
(c) Survival. The provisions of this paragraph 23 shall
survive the Closing. The provisions of this paragraph 23 shall not
limit the effects of any other indemnities given pursuant to any of
the documents executed by the respective parties hereto or their
affiliates in connection with this transaction, including without
limitation the surviving indemnities under the Asset Management
Agreement.
24. Indemnification.
(a) By Partnership. Subject to the provisions of paragraphs
5(c) and 21, Partnership hereby agrees to indemnify, defend and
hold harmless Equitable, its successors and assigns, with respect
to all loss, expense (including reasonable attorneys' fees and
disbursements), damage and liability arising out of or in
connection with or resulting from any action or nonaction relating
to (i) the Premises occurring on or prior to the Closing Date, or
(ii) any breach or inaccuracy of any representation or warranty of
Partnership under this Agreement (to the extent permitted under
this Agreement). Partnership agrees, to the extent not covered by
insurance, to indemnify, defend and hold Equitable harmless from
and against (A) any damages resulting from any litigation set forth
in Exhibit CC and (B) any damages resulting from any other action,
suit or proceeding before or by any judicial, administrative or
union body or arbitrator, or any governmental authority, against or
affecting the Premises or Partnership's interest therein which
relates to the Partnership's period of ownership of the Premises.
Partnership shall control the defense and settlement of all such
litigation after the Closing.
(b) By Equitable. Subject to the provisions of paragraphs
5(c) and 21, Equitable hereby agrees to indemnify, defend and hold
harmless Partnership, its successors and assigns, with respect to
all loss, expense (including reasonable attorneys' fees and
disbursements), damage and liability arising out of or in
connection with or resulting from any action or nonaction relating
to (i) the Premises occurring after the Closing Date, or (ii) any
breach or inaccuracy of any representation or warranty of Equitable
under this Agreement (to the extent permitted under this
Agreement).
(c) Survival. The provisions of this paragraph 24 shall
survive the Closing or the earlier termination of this Agreement
without any time limitation.
25. Severability. The unenforceability of any provision of
this Agreement shall in no way affect any of the other provisions
of this Agreement, which shall remain in full force and effect.
26. No Other Beneficiaries. This Agreement is for the sole
benefit of the parties hereto and their successors and assigns and
no other person shall be entitled to rely upon or receive any
benefit from this Agreement.
27. "As Is". Subject to Equitable's right to make an
independent investigation of the Premises pursuant to paragraph
3(d) and Equitable's satisfaction of such investigation as a
condition to Equitable's obligation to Close, the Equitable agrees
that (a) it has not relied on any information, materials or other
oral or written statements other than as set forth in this
Agreement and (b) it is purchasing the Premises "as is" which means
in its physical condition on the date hereof.
28. Recording. Neither Partnership nor Equitable shall
record this Agreement nor a memorandum nor short form thereof
without the prior written consent of the other and any breach of
this provision shall be a material default by the breaching party
under this Agreement.
29. Conditional Waiver of Appraisal. Equitable hereby
conditionally waives Partnership's obligation under the Mortgage
and other related loan instruments to deliver an appraisal of the
Premises; provided, however, such waiver shall terminate as of, and
Partnership shall deliver an appraisal in accordance with the
Mortgage and such other loan documents within thirty (30) days
following, the earlier of (a) notice by either party to the other
of termination of this Agreement in accordance with the terms
hereof, or (b) April 30, 1994 or such later date as the expiration
date of this Agreement may be extended to or as may otherwise be
mutually agreed to by the Partnership and Equitable.
Notwithstanding anything contained in this Agreement to the
contrary, other than the conditional waiver described in this
paragraph 29, nothing contained in this Agreement shall constitute
a modification, either express or implied, to the Note, the
Mortgage or any other Security Document.
30. Definitions.
"Asset Management Agreement" shall mean the Asset Management
Agreement dated December 30, 1986 between Partnership and ERE.
"Brookdale" shall have the meaning set forth in paragraph
7(b)(xxi).
"Business Days" shall have the meaning set forth in paragraph
11(a) (iv).
"Closing" shall have the meaning set forth in paragraph 7(a).
"Closing Date" shall have the meaning set forth in paragraph
1.
"EML" shall have the meaning set forth in paragraph 3(c).
"ERE" shall have the meaning set forth in paragraph 2A.
"Equitable" shall have the meaning set forth in the
introductory paragraph on page 1.
"Equitable's Closing Documents" shall have the meaning set
forth in paragraph 5(a)(i).
"Equitable's Share" shall have the meaning set forth in
paragraph 11(a)(iv).
"Excluded Personalty" shall have the meaning set forth in
Exhibit C.
"General Growth" shall mean General Growth Management, Inc.
"General Partner" shall have the meaning set forth in
paragraph 5(b)(i).
"Hudson" shall have the meaning set forth in paragraph 3(a).
"Hudson Letter" shall have the meaning set forth in paragraph
3(a).
"Improvements" shall have the meaning set forth in recital
A(3).
"Intangibles" shall have the meaning set forth in recital
A(5).
"Land" shall have the meaning set forth in recital A(1).
"Laws" shall have the meaning set forth in paragraph 5(a)(ii).
"Leases" shall have the meaning set forth in paragraph
5(b)(xi)(A).
"Major Tenants" shall have the meaning set forth in Exhibit G.
"Mortgage" shall have the meaning set forth in paragraph 2.
"New Lease" shall have the meaning set forth in paragraph
5(b)(xi)(N).
"Northland" shall have the meaning set forth in recital A(5).
"Note" shall have the meaning set forth in paragraph 2.
"Partnership" shall have the meaning set forth in the
introductory paragraph on page 1.
"Partnership's Closing documents" shall have the meaning set
forth in paragraph 5(b)(i).
"Permitted Exceptions" shall have the meaning set forth in
paragraph 5(b)(xxiv).
"Personalty" shall have in the meaning set forth in recital
A(3).
"Premises shall have the meaning set forth in recital A(5).
"Proration Date" shall have the meaning set forth in paragraph
11(a).
"Release Consideration" shall have the meaning set forth in
paragraph 2.
"Reports" shall have the meaning set forth in paragraph
5(b)(vi).
"Responsible Officer" shall mean the individuals identified in
Exhibit V.
"Security Documents" shall have the meaning set forth in
paragraph 2.
"Service Contracts" shall have the meaning set forth in
paragraph 5(b)(xiv).
"Single Business Tax" shall have the meaning set forth in
paragraph 4(a).
"Title Company" shall have the meaning set forth in paragraph
6.
"Utility Agreements" shall have the meaning set forth in
paragraph 5(b) (xxiii).
"Ward" shall have the meaning set forth in paragraph 3(b).
"Ward Lease" shall have the meaning set forth in paragraph
3(b).
31. Exhibits. The parties agree that this Agreement shall be
executed without any exhibits attached and that the parties shall
finalize the exhibits as soon as possible, and in any event no
later than April 15, 1994. The parties shall execute an amendment
to this Agreement incorporating all of the exhibits into this
Agreement. If the parties cannot agree on an exhibit to this
Agreement, then either party shall have the right to terminate this
Agreement without any liability to the other party by delivering
written notice to the other party in accordance with paragraph 12.
[CONTINUED ON NEXT PAGE WITH WORDS "IN WITNESS WHEREOF"]<PAGE>
IN WITNESS WHEREOF, Partnership and Equitable have caused this
Agreement to be executed as of the day and year first above
written.
EQUITABLE:
THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
a New York corporation
By:_________________________________
Name: Charles R. Beaver
Title: Investment Officer
PARTNERSHIP:
EQUITABLE REAL ESTATE SHOPPING
CENTERS L.P.
a Delaware limited partnership
By: Midwest Centers Inc. (formerly
known as Shearson ESC/GP Inc.),
general partner
By:_____________________________
Name: _____________________
Title: ____________________
STATE OF _________ )
: ss.:
COUNTY OF ________ )
The foregoing instrument was acknowledged before me this ____
day of March, 1994, by Charles R. Beaver, an Investment Officer of
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITES STATES, a New
York corporation, on behalf of the corporation.
______________________________
Notary Public
STATE OF _________ )
: ss.:
COUNTY OF ________ )
The foregoing instrument was acknowledged before me this _____
day of March, 1994, by _________________, the __________________
of Midwest Centers, Inc., a general partner, on behalf of THE
EQUITABLE REAL ESTATE SHOPPING CENTERS L.P., a Delaware limited
partnership.
______________________________
Notary Public
FIRST AMENDMENT OF AGREEMENT
THIS FIRST AMENDMENT OF AGREEMENT is made as of April 22, 1994, by and
between EQUITABLE REAL ESTATE SHOPPING CENTERS L.P., a Delaware limited
partnership having an office at c/o Midwest Centers Inc., 388 Greenwich
Street, 28th Floor, New York, New York 10013 ("Partnership"), and THE
EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation
having an office at 787 Seventh Avenue, New York, New York 10019
("Equitable").
R E C I T A L S:
A. Partnership and Equitable entered into an Agreement dated March 25,
1994 relating to the Northland Center, Southfield, Michigan (the "Agreement").
B. Partnership and Equitable desire to amend the Agreement upon the
terms and conditions contained in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein set forth, the parties agree as follows:
1. Defined Terms. All of the capitalized terms not defined in this
Amendment shall have the meanings specified in the Agreement.
2. Exhibits to Agreement. The Agreement was executed and delivered
without any of the exhibits thereto being attached. The Partnership and
Equitable agree that Exhibits A through CC attached to this First Amendment
constitute all of the exhibits to the Agreement, and the Schedule of Exhibits
attached hereto shall replace the schedule attached to the Agreement.
3. Other Amendments to Agreement. The Agreement is amended as follows:
a. Paragraph 5(b)(xi)(D) of the Agreement is replaced by the following
paragraph:
(D) Except as otherwise set forth on Exhibit F, no tenant
under a Lease has (i) commenced a voluntary case or had entered
against it a petition for relief under any federal bankruptcy act or
any similar petition, order or decree under any federal or state law
or statute relative to bankruptcy, insolvency or other relief for
debtors, (ii) caused, suffered or consented to the appointment of a
receiver, trustee, administrator, conservator, sequestrator,
liquidator or similar official in any federal, state or foreign
judicial or nonjudicial proceeding, to hold, administer and/or
liquidate all or substantially all of its assets, (iii) made an
assignment for the benefit of creditors, or (iv) executed a written
sublease for all or part of its demised premises or a written
assignment of its Lease, and Partnership has no knowledge of any
intention on the part of any tenant to vacate its demised premises
prior to the expiration of the term of its Lease.
b. The third sentence of paragraph 5(b)(xi)(M) of the Agreement is
replaced by the following sentence:
Except as otherwise set forth on Exhibit F, no tenant is entitled to
a refund of any common area maintenance charge or other payment paid
to Partnership by reason of a tax reduction proceeding or otherwise.
c. The first sentence of paragraph 5(b)(xv) of the Agreement is
replaced by the following sentence:
The copies of the 1993 City/School tax bills covering the Premises
are attached hereto as Exhibit L.
d. Paragraph 5A of the Agreement is replaced by the following
paragraph:
5A. Equitable's Right to Make Capital Improvements Prior to
Closing. Partnership hereby grants to Equitable and Ward, and their
respective agents, the right to enter onto the Premises to make
capital improvements in connection with relocating and building out
new space for Lane Bryant and to make other improvements in order to
accommodate the agreement with Ward described in paragraph 3(b)
hereof, subject to the execution and delivery of documentation
acceptable to both parties. Exhibit B contains a brief description
of the improvements contemplated as of the date of this Agreement.
Partnership and Equitable agree that if such improvements are made
and this transaction does not close for any reason, then the amount
of such capital expenditures (including the amount of any free rent
or other concessions funded by Equitable to Lane Bryant in
connection with such relocation, and any amounts paid by Equitable
under its indemnity set forth below in this paragraph) shall be
added to the outstanding principal balance of the loan evidenced by
the Note; provided, however, that the maximum amount of such
expenditures that can be added to the loan is $1,000,000 and
Equitable will not seek reimbursement for any amounts expended over
$1,000,000. In addition, Equitable agrees to complete any capital
improvements that Equitable commences and to fund such concessions
pursuant to this paragraph 5A if this transaction does not close for
any reason. If this Agreement is extended by the parties pursuant
to paragraph 7A, then there shall be no cap on the amount of capital
expenditures that can be added to the loan. Equitable will and
hereby does indemnify and hold harmless Partnership, its officers,
employees, agents and contractors, against any and all damage to
property or injury or death to persons, and from any and all
damages, costs, actions, claims, construction liens and liabilities
whatsoever (including without limitation claims by tenants and other
occupants of Northland) arising out of or in any way connected with
the above described construction at Northland, whether by Equitable,
Ward or their respective agents, including without limitation costs
and reasonable attorneys fees.
e. The second sentence of paragraph 11(a)(i) of the Agreement is
replaced by the following sentence:
Partnership and Equitable agree that the proration of the 1993
City/School tax bills attached hereto as Exhibit L shall be shown on
Exhibit E attached hereto.
4. Agreement Ratified. The Agreement as amended hereby is hereby
ratified and confirmed and shall remain in full force and effect in accordance
with and subject to the terms and conditions thereof.
5. Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Amendment by
signing any of such counterparts.
6. ERE Termination and Release Agreement. The parties acknowledge that
the Partnership and Equitable Real Estate Investment Management, Inc. ("ERE")
executed the Termination and Release Agreement dated as of March 25, 1994.
The parties to that agreement desire to amend certain provisions of such
agreement. Rather than execute an amendment to such agreement, ERE and the
Partnership will execute the revised Termination and Release Agreement
attached hereto at the same time that Equitable and the Partnership execute
this Amendment. Such revised Termination and Release Agreement, to be dated
as of April 22, 1994, shall supersede and replace the Termination and Release
Agreement dated as of March 25, 1994, which shall be of no further force or
effect.
7. Legal Description. The legal description contained in the Exhibit A
attached to this Amendment will be used by the Partnership in the deed given
to Equitable pursuant to the Agreement. The legal description in the title
policy given by the Partnership to Equitable pursuant to the Agreement will
include slightly different descriptions of the Dayton-Hudson building, which
will result from corrective quit claim deeds to be exchanged by Equitable and
Dayton-Hudson (in the form of the 1982 corrective deeds which were apparently
overlooked by Lawyers Title Insurance Corporation in preparing the 1986 title
work).
In addition to the deed required under the Agreement, the Partnership
will deliver to Equitable at closing a quit claim deed covering the perimeter
description of the Northland Shopping Center (with no excepted parcels) and
also covering all interests of the Partnership in all land within one mile of
the perimeter of the Northland Shopping Center, in order to avoid the need for
possible corrective deeds in the future.
[CONTINUED ON NEXT PAGE WITH WORDS "IN WITNESS WHEREOF"]
IN WITNESS WHEREOF, Partnership and Equitable have caused this Amendment
to be executed as of the day and year first above written.
EQUITABLE:
THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
a New York corporation
By:_________________________________
Name: Charles R. Beaver
Title: Investment Officer
PARTNERSHIP:
EQUITABLE REAL ESTATE SHOPPING
CENTERS L.P.
a Delaware limited partnership
By: Midwest Centers Inc. (formerly
known as Shearson ESC/GP Inc.),
general partner
By:_____________________________
Name: _____________________
Title: ____________________
STATE OF _________ )
: ss.:
COUNTY OF ________ )
The foregoing instrument was acknowledged before me this ____ day of
April, 1994, by Charles R. Beaver, an Investment Officer of THE EQUITABLE LIFE
ASSURANCE SOCIETY OF THE UNITES STATES, a New York corporation, on behalf of
the corporation.
______________________________
Notary Public
STATE OF _________ )
: ss.:
COUNTY OF ________ )
The foregoing instrument was acknowledged before me this _____ day of
April, 1994, by _________________, the __________________
of Midwest Centers, Inc., a general partner, on behalf of THE EQUITABLE REAL
ESTATE SHOPPING CENTERS L.P., a Delaware limited partnership.
______________________________
Notary Public
<PAGE>
Schedule of Exhibits
A Legal Descriptions of Land
B Description of Lane Bryant Relocation and Ward's Work
C Personalty and Excluded Personalty
D Brookdale Letter Agreement
E Real Estate Tax Proration
F Lease Schedules/Rent rolls
F-1 A true and complete list of all leases, tenancies, permitted
subleases and subtenancies, occupancies or rights to occupy any
space in the Premises and all amendments and modifications thereof;
Current rent roll setting forth the fixed minimum rents being
collected, and the other rents being collected to the extent due,
and, any defaults in the payment of the fixed minimum rents and any
other charges or additional rent, including but not limited to
common area maintenance charges, utility charges, and share of real
and personal property tax charges.
F-2 List of tenants in default.
F-3 List of tenants entitled to a refund of any common area maintenance
charge or other payment paid to Partnership by reason of a tax
reduction proceeding or otherwise.
F-4 List of tenants who do not have certificate of occupancy.
F-5 All of the necessary licenses and permits necessary to the use,
occupancy or operation of the Premises as presently constructed,
used, operated and maintained.
F-6 List of tenants not in actual possession of its demised premises,
including a list of all subtenants.
F-7 List of tenants for which required tenant improvements have not been
completed.
F-8 List of any lease cancellation fees.
F-9 Any rent which has been prepaid for more than one month in advance.
F-10 List of any agreements with Partnership or by which Partnership is
bound under which any tenant is entitled to (or made a claim or
demand for) any rent concessions, credits, offsets against rent,
rebates, free rent or construction allowances; Any claims asserted
against Partnership by any tenant in writing for free rent, credits,
abatements, offsets or setoffs against rent, additional rent or
charges under their Leases, or any other claim or defense asserted
in writing against Partnership, monetary or otherwise, by such
tenants.
F-11 All obligations of the landlord under the Leases with respect to
performance of work, installation of equipment or payments to
tenants on account of tenant's work or installations which are
required to be paid or performed prior to the Closing Date which
have not been or by the Closing Date will not be in all respects
carried out, performed and complied with or effectively waived by
the tenant.
F-12 List of any renewal, extension, right of first refusal,
cancellation, expansion right or option or other interest in title,
occupancy or possession of the Premises, or any part thereof.
F-13 List of any security deposits.
F-14 All currently due leasing and brokerage commissions or similar fees
relating to all Leases and list of any exclusive brokerage
agreements or other brokerage agreements in effect with respect to
all or any part of the Premises.
F-15 Any understandings, representations, warranties, allowances,
concessions or promises not fully set forth in the Leases which
would be enforceable against Equitable.
F-16 Any Lease which contains a provision which requires the landlord
thereunder to assume obligations of the tenant thereunder with
respect to property other than the Premises or to take back, sublet,
relet or otherwise be responsible for obligations of a tenant under
a lease.
F-17 List of tenants having an option to acquire space in any other
building planned, owned or managed by Partnership.
F-18 List of tenants having any options, rights of first refusal, or
other agreements of any kind to purchase or otherwise acquire any
interests in the Premises other than rights to lease provided in the
Leases.
G Major Tenants
H Assignment and Assumption of Service Contracts, Utility Agreements, and
Intangibles
I-1 Release Agreement for benefit of Equitable
I-2 Release Agreement for benefit of Partnership and General Partner
J Insurance Schedule
K Service Contracts
L Real Estate Tax Bills
M Utility Agreements
N Permitted Exceptions and Required Endorsements
O Tenant Estoppel Certificate Form for Tenants
O-1 Estoppel for Major Department Stores
P [Intentionally Omitted]
Q Assignment and Assumption of Operating Agreement
R Assignment and Assumption of Ground Leases (including American General
Life)
S [Intentionally Omitted][Parties agree to finalize the opinions at
closing]
T Discharge and Termination of Security Documents
U Reports (violations of law and environmental reports)
V Responsible Officers
W Assignments and Assumptions of Leases
X [Intentionally Omitted]
Y Partnership's Deed
Z [Intentionally Omitted]
AA [Intentionally Omitted]
BB [Intentionally Omitted]
CC Litigation Schedule
TERMINATION AND RELEASE AGREEMENT
THIS TERMINATION AND RELEASE AGREEMENT is made as of this 22nd day of
April, 1994, by and among EQUITABLE REAL ESTATE SHOPPING CENTERS L.P., a
Delaware limited partnership having an office at c/o Midwest Centers Inc., 388
Greenwich Street, 28th Floor, New York, New York 10013 ("Partnership"),
MIDWEST CENTERS INC., 388 Greenwich Street, 28th Floor, New York, New York
10013 (the "General Partner") and EQUITABLE REAL ESTATE INVESTMENT MANAGEMENT,
INC., a Delaware corporation having an office at 3414 Peachtree Road, N.E.,
Atlanta, Georgia 30326-1162 ("ERE").
R E C I T A L S:
A. Partnership is the owner of the Northland Shopping Center in
Southfield, Michigan ("Northland") and the Brookdale Center in Brooklyn
Center, Minnesota ("Brookdale").
B. Partnership and ERE entered into that certain Asset Management
Agreement ("Asset Management Agreement") dated December 30, 1986 with respect
to Northland and Brookdale.
C. Partnership and ERE desire to terminate the Asset Management
Agreement pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein set forth, the parties agree as follows:
1. Termination. Effective as of December 31, 1993, the Asset
Management Agreement and ERE's services as asset manager for Northland and
Brookdale under the Asset Management Agreement are hereby terminated.
2. Use of Name. ERE and Partnership hereby agree that notwithstanding
anything to the contrary in the Asset Management Agreement, Partnership shall
not be required to change its name or cease use of the words "Equitable" and
"Equitable Real Estate" prior to June 30, 1994 regardless of whether or not
Partnership has entered into a contract of sale for Brookdale on or before
that date. Whether or not Partnership has entered into a contract of sale for
Brookdale on or before June 30, 1994, ERE, at its option by written notice to
Partnership, may require Partnership to change its name and to cease use of
the words "Equitable" and "Equitable Real Estate" at any time after June 30,
1994 provided ERE reimburses Partnership, within thirty (30) days of invoice,
for its reasonable costs and expenses in complying with such requirement (not
to exceed $10,000.00).
3. Payment of Fees. ERE acknowledges that Partnership has paid to ERE
all fees, reimbursable expenses and other sums due and payable to ERE for
services rendered under the Asset Management Agreement on or before December
31, 1993. ERE hereby waives all other fees and other sums which ERE would
otherwise be entitled to receive thereunder, including without limitation all
such amounts for services performed from and after December 31, 1993.
4. Survival of Indemnities. The indemnities in Section 5 of the Asset
Management Agreement shall continue notwithstanding the termination of the
Asset Management Agreement.
5. Waiver of Right of First Offer. ERE acknowledges that its earlier
waiver of its right of first refusal as to Northland remains in full force and
effect. ERE's right of first offer granted ERE in the Asset Management
Agreement with respect to Brookdale is hereby terminated effective as of
December 31, 1993.
6. Release by Partnership and General Partner.
A. Subject to the exceptions set forth in subparagraph (iii) below,
Partnership and the General Partner (collectively, "Releasors") hereby release
and forever discharge ERE and its present and former officers, directors,
shareholders, employees, agents, attorneys, successors, and assigns
(collectively, "Releasees") of and from any and all claims, causes of action,
suits, debts, sums of money, accounts, reckonings, bonds, bills, specialties,
proceedings, contracts, rights, covenants, controversies, agreements,
promises, variances, trespasses, damages, judgments, extents, executions, and
demands, whatsoever, in law, admiralty or equity, known or unknown, now
existing or which may hereafter arise as a result of facts existing prior to
the date of this Agreement, which against the Releasees, the Releasors,
Releasors' heirs, executors, administrators, successors and assigns ever had,
now have or hereafter can, shall or may have for, upon, or by reason of any
matter, cause or thing whatsoever from the beginning of the world to the day
of the date of this Release pertaining to, arising out of or in any way
connected with the Asset Management Agreement, Northland, or Brookdale
(collectively, the "Claims"). Partnership, General Partner and ERE hereby
agree (i) neither Partnership nor the General Partner will pursue against
Releasees any claims arising out of facts existing as of the date of this
Agreement except as permitted hereunder, (ii) that neither Partnership nor the
General Partner will encourage or solicit whatsoever any limited partner of
Partnership or other person to initiate any claim against Releasees, and (iii)
that, notwithstanding anything contained in this Agreement to the contrary,
neither Partnership nor the General Partner shall be precluded from asserting
cross claims and/or claims for contribution or indemnity against Releasees in
the event that an action is brought against either Partnership or the General
Partner by any Unaffiliated Third Party (as hereinafter defined).
Notwithstanding the above a derivative action brought in the name of the
Partnership against the General Partner, pursuant to Delaware Code 17.1001,
by a limited partner of the Partnership other than an Affiliated Third Party
shall be an action which will also allow the General Partner to bring an
action against the Releasee for a cross claim or indemnity or contribution.
As used in this Section 6, an "Affiliated Third Party" shall mean the
Partnership, the General Partner, Lehman Brothers, Inc., Shearson Lehman
Brothers, Inc. or any entity controlling, controlled by, or under common
control with, the Partnership, the General Partner, Lehman Brother, Inc., or
Shearson Lehman Brothers, Inc. at any time from and after December 30, 1986 or
any officer, director, employee of any of the foregoing. An "Unaffiliated
Third Party" shall mean any person or entity other than an Affiliated Third
Party.
7. Release by ERE. Subject to the exceptions set forth in subparagraph
(ii) below, ERE hereby releases and forever discharges Partnership and the
General Partner and their respective present and former officers, directors,
employees, agents, attorneys, successors, and assigns (collectively,
"Releasees") of and from any and all claims, causes of action, suits, debts,
sums of money, accounts, reckonings, bonds, bills, specialties, proceedings,
contracts, rights, covenants, controversies, agreements, promises, variances,
trespasses, damages, judgments, extents, executions, and demands, whatsoever,
in law, admiralty or equity, known or unknown, now existing or which may
hereafter arise as a result of facts existing prior to the date of this
Agreement, which against the Releasees, ERE, ERE's heirs, executors,
administrators, successors and assigns ever had, now have or hereafter can,
shall or may have for, upon, or by reason of any matter, cause or thing
whatsoever from the beginning of the world to the day of the date of this
Release pertaining to, arising out of, or in any way connected with the Asset
Management Agreement, Northland, or Brookdale (collectively, the "Claims").
The Partnership, the General Partner and ERE hereby agree (i) that ERE will
not pursue against the Releasees any claims arising out of facts existing as
of the date of this Agreement except as permitted hereunder, and (ii) that,
notwithstanding anything contained in this Agreement to the contrary, ERE
shall not be precluded from asserting cross claims and/or claims for
contribution or indemnity against the Releasees, or anyone affiliated
therewith in the event that an action is brought against ERE by any
Unaffiliated Third Party (as hereinafter defined). As used in this Section 7,
an "Unaffiliated Third Party" shall mean any entity other than ERE or The
Equitable Life Assurance Society of the United States, or any entity
controlling, controlled by, or under common control with, ERE or The Equitable
Life Assurance Society of the United States at any time from and after
December 30, 1986.
8. No Admission of Liability or Waiver. It is understood that this
Agreement does not constitute an admission of liability on the part of any
party or a waiver of any defenses, including without limitation the statute of
limitations. This Agreement shall not constitute a reaffirmation of any
representations or warranties and is intended to be a release and shall in no
way be construed to increase or extend the liability of any party.
9. Authority. Each party represents and warrants for itself that it has
the right and authority to execute this Agreement; and it has not sold,
assigned, transferred, conveyed or otherwise disposed of any of its Claims.
10. Voluntary Agreement. Each party has read and understood this
Agreement, has had an opportunity to consult with counsel and has entered into
it freely and voluntarily.
11. Amendment. Each party agrees that this Agreement may not be
altered, amended, modified, or otherwise changed, except by a duly executed
written agreement among all parties.
12. Governing Law. The parties acknowledge and agree that the validity,
performance, interpretation and terms of this Agreement are subject to and
shall be governed by the laws of the State of New York.
13. Successors. This Agreement shall be binding upon each party and its
successors and assigns and shall inure to the benefit of its successors and
assigns.
[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
14. Captions. Captions to sections of this Agreement have been provided
solely for the sake of convenient reference and are entirely without
substantive effect.
IN WITNESS WHEREOF, Partnership and ERE have caused this Agreement to be
executed as of the day and year first above written.
ERE:
EQUITABLE REAL ESTATE INVESTMENT
MANAGEMENT, INC.
By:_________________________________
Name: _________________________
Title: ________________________
Date:______________________________
PARTNERSHIP:
EQUITABLE REAL ESTATE SHOPPING
CENTERS L.P.
By: Midwest Centers Inc. (formerly
Shearson ESC/GP Inc.), general
partner
By:_____________________________
Name: _____________________
Title: ____________________
Date:_________________________
GENERAL PARTNER:
MIDWEST CENTERS INC. (formerly
Shearson ESC/GP Inc.)
By:_____________________________
Name: _____________________
Title: ____________________
Date:_________________________
STATE OF _________ )
: ss.:
COUNTY OF ________ )
The foregoing instrument was acknowledged before me this ____ day of
April, 1994, by _________________, a __________________ of EQUITABLE REAL
ESTATE INVESTMENT MANAGEMENT, INC., a Delaware corporation, on behalf of the
corporation.
______________________________
Notary Public
STATE OF _________ )
: ss.:
COUNTY OF ________ )
The foregoing instrument was acknowledged before me this _____ day of
April, 1994, by _________________, the __________________
of Midwest Centers, Inc., a general partner, on behalf of THE EQUITABLE REAL
ESTATE SHOPPING CENTERS L.P., a Delaware limited partnership.
______________________________
Notary Public
STATE OF _________ )
: ss.:
COUNTY OF ________ )
The foregoing instrument was acknowledged before me this _____ day of
April, 1994, by _________________, the __________________
of Midwest Centers, Inc., a ________ corporation, on behalf of the
corporation.
______________________________
Notary Public
Case No. T9134062 TRY
SCHEDULE A
LEGAL DESCRIPTION CONTINUED
Land in the City of Southfield, County of Oakland, State of Michigan,
described as:
Land in the East 1/2 of Section 36, Town 1 North, Range 10 East, City of
Southfield, Oakland County, Michigan, described as follows:
PARCEL 1:
Commencing at the Southeast Section corner; thence along Section line North 1
degree 12 minutes 30 seconds West, 1481.78 feet; thence South 88 degrees 44
minutes 00 seconds West, 476.85 feet; thence South 59 degrees 47 minutes 40
seconds West, 676.59 feet; thence North 40 degrees 03 minutes 37 seconds West,
29.84 feet; thence North 34 feet; thence North 40 degrees 03 minutes 37
seconds West, 29.84 feet; thence North 34 degrees 07 minutes 02 seconds West,
110.14 feet; thence South 55 degrees 53 minutes 14 seconds West, 13.58 feet;
thence North 36 degrees 18 minutes 14 seconds West, 142.00 feet; thence North
34 degrees 07 minutes 02 seconds West, 480.53 feet; thence 729.72 feet along a
curve to the left, radius 4625.35 feet, chord North 38 degrees 38 minutes 18
seconds West, 728.97 feet; thence 484.11 feet along a curve to the left,
radius 7529.99 feet, chord North 45 degrees 00 minutes 00 seconds West, 484.02
feet; thence North 46 degrees 50 minutes 06 seconds West, 710.48 feet; thence
75.21 feet along a curve to the left, radius 70.00 feet, chord South 77
degrees 03 minutes 12 seconds East, 71.65 feet; thence 171.65 feet along a
curve to the right, radius 367.00 feet, chord North 29 degrees 46 minutes 04
seconds East, 170.09 feet; thence North 43 degrees 10 minutes 00 seconds East,
569.02 feet; thence 290.75 feet along a curve to the right, radius 367.00
feet, chord North 65 degrees 51 minutes 45 seconds East, 283.21 feet; thence
North 88 degrees 33 minutes 30 seconds East, 238.77 feet; thence North 1
degree 15 minutes 00 seconds West, 186.90 feet; thence North 88 degrees 33
minutes 30 seconds East, 120.00 feet; thence South 1 degree 15 minutes 00
seconds East, 186.90 feet; thence North 88 degrees 3 minutes 30 seconds East,
1250.00 feet; thence South 1 degree 15 minutes 00 seconds East, 13.10 feet;
thence North 88 degrees 33 minutes 30 seconds East, 170.00 feet to the West
line of Greenfield Road; thence South 1 degree 15 minutes 00 seconds East,
157.16 feet; thence 62.83 feet along a curve to the left, radius 40.00 feet,
chord North 46 degrees 1 minute 00 seconds West, 56.57 feet; thence South 88
degrees 45 minutes 00 seconds West, 162.09 feet; thence South 45 degrees 06
minutes 23 seconds West, 21.79 feet; thence South 1 degree 15 minutes 00
seconds East, 468.18 feet; thence North 88 degrees 45 minutes 00 seconds East,
180.95 feet; thence North 64 degrees 33 minutes 36 seconds East, 40.46
feet; thence South 1 degree 15minutes 00 seconds East, 618.40 feet; thence
South 1 degree 12 minutes 30 seconds East, 1157.79 feet to the Point of
Beginning, a portion of the subject property is
now known as Lots 9 and 10 and Northland Drive, Northland Center
Subdivision No. 2, asrecorded in
Liber 181, Pages 20 and 21, Oakland County Records, and J.L. Hudson Drive and
Providence Drive, Northland Center Subdivision No. 1, as recorded in Liber
179, Pages 30
through 36, inclusive, Oakland County Records; excepting Parcels A, B, C, E,
E, and F
described as follows:
PARCEL A PENNEY T.B.A., described as commencing at the Southeast corner of
Section
36; thence along Section line South 88 degrees 44 minutes 00 seconds West,
80.00 feet;
thence North 1 degree 12 minutes 30 seconds West, 2639.57 feet; thence North 1
degree 15
minutes 00 seconds West, 57.99 feet; thence South 88 degrees 45 minutes 00
seconds West,
94.00 feet to the Point of Beginning; thence South 88 degrees 45 minutes 00
seconds West,
110.58 feet; thence North 1 degree 15 minutes 00 seconds West, 292.83 feet;
thence South
88 degrees 45 minutes 00 seconds West, 43.42 feet; thence North 1 degree 15
minutes 00
seconds West, 54.00 feet; thence North 88 degrees 45 minutes 00 seconds West,
154.00 feet;
thence South 1 degree 15 minutes 00 seconds East, 346.83 feet to the Point of
Beginning.
PARCEL B PENNEY MAIN BUILDING, described as commencing at the Southeast corner
of Section 36; thence North 1 degree 12 minutes 30 seconds West, 2541.47 feet;
thence
South 88 degrees 44 minutes 00 seconds West, 332.65 feet; thence North 88
degrees 29
minutes 1 second West, 439.63 feet; thence South 49 degrees 31 minutes 43
seconds West,
2.00 feet thence South 40 degrees 28 minutes 17 seconds East, 236.91 feet to
the Point of
Beginning; thence South 40 degrees 28 minutes 17 seconds East, 376.00 feet;
thence South
49 degrees 31 minutes 43 seconds West, 242.00 feet; thence North 40 degrees 28
minutes 1
seconds West, 376.00 feet; thence North 49 degrees 31 minutes 43 seconds East,
242.00 feet
to the Point of Beginning.
PARCEL C HUDSON'S BUILDING "A". All elevations referred to are on USGS Datum,
being also the City of Southfield Datum. All of the following boundary
descriptions are in
the East 1/2 of Section 36, Town 1 North, Range 10 East, City of Southfield,
Oakland
County, Michigan:
PARTIAL FOUNDATION & BASEMENT: (PARCEL C CONTINUED)
All of the area between Elevation 648.63 feet (bottom of lowest footing) and
the underside of
the first floor support beams, Elevation 672.80 feet, described as commencing
at the
Southeast corner of Section 36; thence along Section line North 1 degrees 12
minutes 30
seconds West 1733.95 feet; thence West 1849.60 feet; thence North 445.07 feet;
thence
North 49 degrees 35 minutes 30 seconds East, 359.44 feet to the Point of
Beginning; thence
North 49 degrees 35 minutes 30 seconds East, 413.50 feet; thence South 40
degrees 24
minutes 30 seconds East, 2.00 feet; thence North 49 degrees 35 minutes 30
seconds East,
49.33 feet; thence 67.54 feet along a curve to the right, radius 43.00 feet;
chord South 85
degrees 24 minutes 30 seconds East, 60.81 feet; thence South 40 degrees 24
minutes 30
seconds East, 277.00 feet; thence 75.40 feet along a curve to the right,
radius 48.00 feet,
chord South 4 degrees 35 minutes 30 seconds West, 67.88 feet; thence South 49
degrees 35
minutes 30 seconds West, 427.83 feet; thence North 40 degrees 24 minutes 30
seconds West,
0.50 feet; thence South 49 degrees 35 minutes 30 seconds West, 30.00 feet;
thence North 40
degrees 24 minutes 30 seconds West, 369.50 feet to the Point of Beginning.
MAIN FLOOR OR FIRST FLOOR (PARCEL C CONTINUED)
All of the area between the underside of the first floor support beams,
Elevation 672.80 feet,
and Elevation 697.79 feet, second floor elevation described as commencing at
said Southeast
corner of Section 36; thence along the Section line North 1 degree 12 minutes
30 seconds
West, 1733.95 feet; thence West 1849.60 feet; thence North 391.69 feet; thence
North 49
degrees 35 minutes 30 seconds East, 562.20 feet to the Point of Beginning;
thence North 49
degrees 35 minutes 30 seconds East, 64.56 feet; thence North 40 degrees 24
minutes 30
seconds West, 16.96 feet; thence North 49 degrees 35 minutes 30 seconds East,
1.58 feet;
thence South 40 degrees 24 minutes 30 seconds East, 1.15 feet; thence North 49
degrees 35
minutes 30 seconds East, 18.42 feet; thence North 40 degrees 24 minutes 30
seconds West,
1.15 feet; thence North 49 degrees 35 minutes 30 seconds East, 1.58 feet;
thence South 40
degrees 24 minutes 30 seconds East, 1.15 feet; thence North 49 degrees 35
minutes 30
seconds East, 18.42 feet; thence North 40 degrees 24 minutes 30 seconds West,
1.15 feet;
thence North 49 degrees 35 minutes 30 seconds East, 1.58 feet; thence South 40
degrees 24
minutes 30 seconds East, 3.10 feet; thence North 49 degrees 35 minutes 30
seconds East,
18.42 feet; thence North 40 degrees 24 minutes 30 seconds West, 3.10 feet;
thence North 49
degrees 35 minutes 30 seconds East, 1.58 feet; thence South 40 degrees 24
minutes 30
seconds East, 3.10 feet; thence North 49 degrees 35 minutes 30 seconds East,
18.42 feet;
thence North 40 degrees 24 minutes 30 seconds West, 3.10 feet; thence North 49
degrees 35
minutes 30 seconds East, 1.58 feet; thence South 40 degrees 24minutes 30
seconds East,
1.15 feet; thence North 49 degrees 35 minutes 30 seconds East, 18.42 feet;
thence North 40
degrees 24 minutes 30 seconds West, 1.15 feet; thence North 40 degrees 24
minutes 30
seconds West, 1.15 feet; thence North 49 degrees 35 minutes 30 seconds East,
1.58 feet;
thence South 40 degrees 24 minutes 30 seconds East, 1.15 feet; North 49
degrees 35 minutes
30 seconds East, 18.42 feet; thence North 40 degrees 24 minutes 30 seconds
West, 1.15 feet;
thence North 49 degrees 35 minutes 30 seconds East, 1.58 feet; thence South 40
degrees 24
minutes 30 seconds East, 16.96 feet; thence North 49 degrees 35 minutes 30
seconds East,
59.17 feet; thence North 40 degrees 24 minutes 30 seconds West, 13.86 feet;
thence South
49 degrees 35 minutes 30 seconds West, 0.75 feet; thence North 40 degrees 24
minutes 30
seconds West, 3.10 feet; thence North 49 degrees 35 minutes 30 seconds East,
1.58 feet;
thence South 40 degrees 40 minutes 30 seconds East, 1.15 feet; thence North 49
degrees 35
minutes 30 seconds East, 18.42 feet; thence North 40 degrees 24 minutes 30
seconds West,
1.15 feet; thence North 49 degrees 35 minutes 30 seconds East, 1.58 feet;
thence South 40
degrees 24 minutes 30 seconds East, 1.15 feet; thence North 49 degrees 35
minutes 30
seconds East, 18.42 feet; thence North 40 degrees 24 minutes 30 seconds West,
1.15 feet;
thence North 49 degrees 35 minutes 30 seconds East, 1.58 feet; thence South 40
degrees 24
minutes 30 seconds East, 1.15 feet; thence North 49 degrees 35 minutes 30
seconds East,
18.42 feet; thence North 40 degrees 24 minutes 30 seconds West, 1.15 feet;
thence North 49
degrees 35 minutes 30 seconds East, 1.58 feet; thence South 40 degrees 24
minutes 30
seconds East, 1.52 feet; thence North 49 degrees 35 minutes 30 seconds East,
1.52 feet;
thence South 40 degrees 24 minutes 30 seconds East, 1.58 feet; thence South 49
degrees 35
minutes 30 seconds West, 1.15 feet; thence South 40 degrees 24 minutes 30
seconds East,
18.42 feet; thence 49 degrees 35 minutes 30 seconds East, 1.15 feet; thence
South 40
degrees 24 minutes 30 seconds East, 1.58 feet; thence South 49 degrees 35
minutes 30
seconds West, 3.10 feet; thence South 40 degrees 24 minutes 30 seconds East,
18.42 feet;
thence North 49 degrees 35 minutes 30 seconds East, 3.10 feet; thence South 40
degrees 24
minutes 30 seconds East, 1.58 feet; thence South 49 degrees 35 minutes 30
seconds West,
3.10 feet; thence South 40 degrees 24 minutes 30 seconds East, 18.42 feet;
thence North 49
degrees 35 minutes 30 seconds East, 3.10 feet; thence South 40 degrees 24
minutes 30
seconds East, 1.58 feet; thence South 49 degrees 35 minutes 30 seconds West,
1.15 feet;
thence South 40 degrees 24 minutes 30 seconds East, 18.42 feet; thence North
49 degrees 35
minutes 30 seconds East, 1.15 feet; thence South 40 degrees 24 minutes 30
seconds East,
1.58 feet; thence South 49 degrees 35 minutes 30 seconds West, 16.96 feet;
thence South 40
degrees 24 minutes 30 seconds East, 70.54 feet; thence North 49 degrees 35
minutes 30
seconds East, 2.03 feet; thence South 40 degrees 24 minutes 30 seconds East,
36.67 feet;
thence South 49 degrees 35 minutes 30 seconds West, 2.03 feet; thence South 40
degrees 24
minutes 30 seconds East, 51.21 feet; thence North 49 degrees 35 minutes 30
seconds East,
16.96 feet; thence South 40 degrees 24 minutes 30 seconds East, 1.58 feet;
thence South 49
degrees 35 minutes 30 seconds West, 1.15 feet; thence South 40 degrees 24
minutes 30
seconds East, 18.42 feet; thence North 49 degrees 35 minutes 30 seconds East,
1.15 feet;
thence South 40 degrees 24 minutes 30 seconds East, 1.58 feet; thence South 49
degrees 35
minutes 30 seconds West, 3.10 feet; thence south 40 degrees 24 minutes 30
seconds East,
18.42 feet; thence North 49 degrees 35 minutes 30 seconds East, 3.10 feet;
thence South 40
degrees 24 minutes 30 seconds East, 1.58 feet; thence South 49 degrees 35
minutes 30
seconds West, 3.10 feet; thence South 40 degrees 24 minutes 30 seconds East,
18.42 feet;
thence North 49 degrees 35 minutes 30 seconds East, 3.10 feet; thence South 40
degrees 24
minutes 30 seconds East, 1.58 feet; thence South 49 degrees 35 minutes 30
seconds West,
1.15 feet; thence South 40 degrees 24 minutes 30 seconds East, 18.42 feet;
thence North 49
degrees 35 minutes 30 seconds East, 1.15 feet; thence South 40 degrees 24
minutes 30
seconds East, 1.58 feet; thence South 49 degrees 35 minutes 30 seconds West,
1.52 feet;
thence South 40 degrees 24 minutes 30 seconds East, 1.52 feet; thence South 49
degrees 35
minutes 30 seconds West, 1.58 feet; thence North 40 degrees 24 minutes 30
seconds West,
1.15 feet; thence South 49 degrees 35 minutes 30 seconds West, 18.42 feet;
thence South 40
degrees 24 minutes 30 seconds East, 1.15 feet; thence South 49 degrees 35
minutes 30
seconds West, 1.58 feet; thence North 40 degrees 24 minutes 30 seconds West,
1.15 feet;
thence South 49 degrees 35 minutes 30 seconds West, 18.42 feet; thence South
40 degrees 24
minutes 30 seconds East, 1.15 feet; thence South 49 degrees 35 minutes 30
seconds West,
1.58 feet; thence North 40 degrees 24 minutes 30 seconds West, 1.15 feet;
thence South 49
degrees 35 minutes 30 seconds West, 18.42 feet; thence South 40 degrees 24
minutes 30
seconds East, 1.15 feet; thence south 49 degrees 35 minutes 30 seconds West,
1.58 feet;
thence North 40 degrees 24 minutes 30 seconds West, 1.15 feet; thence South 49
degrees 35
minutes 30 seconds West, 18.42 feet; thence South 40 degrees 24 minutes 30
seconds East,
1.15 feet; thence South 49 degrees 35 minutes 30 seconds West, 1.58 feet;
thence North 40
degrees 24 minutes 30 seconds West, 3.10 feet; thence North 49 degrees 35
minutes 30
seconds East, 0.75 feet; thence North 40 degrees 24 minutes 30 seconds West,
13.86 feet;
thence South 49 degrees 35 minutes 30 seconds West, 59.17 feet; thence South
40 degrees 24
minutes 30 seconds East, 16.96 feet; thence South 49 degrees 35 minutes 30
seconds West,
1.58 feet; thence North 40 degrees 24 minutes 30 seconds West, 3.10 feet;
thence South 49
degrees 35 minutes 30 seconds West, 18.42 feet; thence South 40 degrees 24
minutes 30
seconds East, 3.10 feet; thence South 49 degrees 35 minutes 30 seconds West,
1.58 feet;
thence North 40 degrees 24 minutes 30 seconds West, 3.10 feet; thence South 49
degrees 35
minutes 30 seconds West, 18.42 feet; thence South 40 degrees 24 minutes 30
seconds East,
3.10 feet; thence South 49 degrees 35 minutes 30 seconds West, 1.58 feet;
thence North 40
degrees 24 minutes 30 seconds West, 3.10 feet; thence South 49 degrees 35
minutes 30
seconds West, 18.42 feet; thence South 40 degrees 24 minutes 30 seconds East,
3.10 feet;
thence South 49 degrees 35 minutes 30 seconds West, 1.58 feet; thence North 40
degrees 24
minutes 30 seconds West, 1.15 feet; thence South 49 degrees 35 minutes 30
seconds West,
18.42 feet; thence South 40 degrees 24 minutes 30 seconds East, 1.15 feet;
thence South 49
degrees 35 minutes 30 seconds West, 1.58 feet; thence North 40 degrees 24
minutes 30
seconds West, 1.15 feet; thence South 49 degrees 35 minutes 30 seconds West,
18.42 feet;
thence South 40 degrees 24 minutes 30 seconds East, 1.15 feet; thence South 49
degrees 35
minutes 30 seconds West, 1.58 feet; thence North 40 degrees 24 minutes 30
seconds West,
16.96 feet; thence South 49 degrees 35 minutes 30 seconds West, 64.56 feet;
thence North
40 degrees 24 minutes 30 seconds West, 43.85 feet; thence South 49 degrees 35
minutes 30
seconds West, 2.03 feet; thence North 40 degrees 24 minutes 30 seconds West,
23.00 feet;
thence North 49 degrees 35 minutes 30 seconds East, 2.03 feet; thence North 40
degrees 24
minutes 30 seconds West, 53.17 feet; thence South 49 degrees 35 minutes 30
seconds West,
2.03 feet; thence North 40 degrees 24 minutes 30 seconds West, 50.66 feet;
thence North 49
degrees 35 minutes 30 seconds East, 2.03 feet; thence North 40 degrees 24
minutes 30
seconds West, 53.17 feet; thence South 49 degrees 35 minutes 30 seconds West,
2.03 feet;
thence North 40 degrees 24 minutes 30 seconds West, 23.00 feet; thence North
49 degrees
35 minutes 30 seconds East, 2.03 feet; thence North 40 degrees 24 minutes 30
seconds West,
43.85 feet; to the Point of Beginning.
SECOND FLOOR AND ABOVE (PARCEL C CONTINUED)
All of the area above Elevation 697.79 feet second floor elevation described
as commencing
at said Southeast corner of Section 35; thence along the Section line North 1
degree 12
minutes 30 seconds West, 1733.95 feet; thence West 1849.60 feet; thence North
410.77 feet;
thence North 49 degrees 35 minutes 30 seconds East, 535.30 feet to the Point
of Beginning;
thence North 49 degrees 35 minutes 30 seconds East, 319.75 feet; thence South
40 degrees
24 minutes 30 seconds East, 319.75 feet; thence South 49 degrees 35 minutes 30
seconds
West, 319.75 feet; thence North 40 degrees 24 minutes 30 seconds West 319.75
feet to the
Point of Beginning.
PARCEL D - TOWER 14, described as commencing at the North 1/4 corner of
Section 35;
thence along the Section line South 88 degrees 35 minutes 30 seconds West,
978.41 feet;
thence South 1 degree 07 minutes 40 seconds East, 1666.72 feet to the
right-of-way line on
Northwestern Highway; thence along right-of-way South 41 degrees 50 minutes 06
seconds
East, 611.87 feet; thence South 43 degrees 10 minutes 00 seconds West, 27.62
feet; thence
South 46 degrees 50 minutes 06 seconds East, 691.91 feet to the Point of
Beginning on the
south right-of-way line J.L. Hudson Drive; thence along right-of-way North 43
degrees 10
minutes 00 seconds East, 100.00 feet; thence 171.65 feet on a curve to the
left; radius
367.00 feet, chord North 29 degrees 46 minutes 04 seconds East, 170.09 feet;
thence North
16 degrees 22 minutes 07 seconds East, 84.86 feet; thence leaving right-of-way
South 72
degrees 39 minutes 30 seconds East, 358.08 feet; thence South 17 degrees 39
minutes 00
seconds West, 550.91 feet to the right-of-way line of Northwestern Highway;
thence North
46 degrees 50 minutes 06 seconds West, 481.94 feet to the Point of Beginning.
PARCEL E: Land in Section 36, Town 1 North, Range 10 East, City of
Southfield,
Oakland County, Michigan described as commencing at the Southeast corner
of said
Section 36; thence along the East section line North 1 degree 12 minutes
30 seconds
West 1052.38 feet; thence South 88 degrees 44 minutes 00 seconds West 80
feet to a
point on the West right-of-way line of Greenfield Road; thence continuing
along said
right-of-way line, North 1 degree 12 minutes 30 seconds West 155.38 feet;
thence
leaving said right-of-way line 66.57 feet along a curve to the right,
radius 70.00 feet,
chord South 61 degrees 29 minutes 20 seconds West 64.09 feet; thence
South 88 degrees
44 minutes 00 seconds West 347.14 feet; thence 206.10 feet along a curve
to the left,
radius 408.06 feet, chord South 74 degrees 15 minutes 50 seconds West
203.92 feet;
thence South 59 degrees 47 minutes 40 seconds West 153.38 feet; thence
North 30
degrees 12 minutes 20 seconds West 6.37 feet; thence South 60 degrees 07
minutes 40
seconds West 437.11 feet; thence 53.26 feet along a curve to the right,
radius 46.47 feet,
chord North 87 degrees 02 minutes 16 seconds West 50.39 feet to a point
on the
Westerly right-of-way line of Northwestern Highway; thence continuing
along said right-
of-way line, North 36 degrees 356 minutes 31 seconds West 117.60 feet;
thence North
34 degrees 06 minutes 46 seconds West 52.79 feet to the point of
beginning; thence
North 34 degrees 06 minutes 46 seconds West 297.48 feet; thence leaving
said right-of-
way line, North 58 degrees 04 minutes 20 seconds East 65.01 feet; thence
South 62
degrees 11 minutes 12 seconds East 159.46 feet; thence 72.36 feet along a
curve to the
left, radius 165.00 feet; chord South 74 degrees 44 minutes 59 seconds
East 71.78 feet;
thence South 27 degrees 45 minutes 37 seconds West 211.76 feet to the
point of
beginning on the Westerly right-of-way line of Northwestern Highway.
PARCEL F: Land in Section 36, Town 1 North, Range 10 East, City of
Southfield,
Oakland County, Michigan described as commencing at the Southeast corner
of said
section; thence along the East section line, North 1 degree 12 minutes 30
seconds West
1052.38 feet; thence South 88 degrees 44 minutes 00 seconds West 80 feet
to a point on
the West right-of-way line of Greenfield Road; thence continuing along
said right-of-
way line North 1 degree 12 minutes 30 seconds West 155.38 feet; thence
leaving said
right-of-way line 66.57 feet along a curve to the right, radius 70.00
feet, chord South 61
degrees 29 minutes 20 seconds West 64.09 feet; thence South 88 degrees 44
minutes 00
seconds West 347.14 feet; thence 206.10 feet along a curve to the left,
radius 408.06
feet, chord South 74 degrees 15 minutes 50 seconds West 203.92 feet;
thence South 59
degrees 47 minutes 40 seconds West 90.85 feet to the point of beginning;
thence South
59 degrees 47 minutes 40 seconds West 62.53 feet; thence North 30 degrees
12 minutes
20 seconds West 6.37 feet; thence South 60 degrees 07 minutes 40 seconds
West 437.11
feet; thence 53.26 feet along a curve to the right, radius 46.47 feet,
chord North 87
degrees 02 minutes 16 seconds West 50.39 feet to a point on the Westerly
right-of-way
line of Northwestern Highway; thence continuing along said right-of-way
line North 36
degrees 36 minutes 31 seconds West 117.60 feet; thence North 34 degrees
06 minutes 46
seconds West 16.30 feet; thence leaving said right-of-way line North 27
degrees 45
minutes 37 seconds East 248.62 feet; thence 175.43 feet along a curve to
the right,
radius 390.00 feet, chord South 84 degrees 35 minutes 15 seconds East
173.95 feet;
thence 16.99 feet along a curve to the left, radius 20.00 feet, chord
North 83 degrees 58
minutes 01 seconds East 16.48 feet; thence North 59 degrees 38 minutes 06
seconds East
173.47 feet; thence 106.47 feet along a curve to the right, radius 56.50
feet, chord South
66 degrees 22 minutes 45 seconds East 91.40 feet; thence South 12 degrees
23
minutes 36 seconds East 126.18 feet to the point of beginning. Parcel F
known as lot 9,
Northland Center Subdivision No. 2, as recorded in Liber 181, Pages 20
and 21 of Plats,
Oakland County Records.
NOTE TO EXHIBIT A
The legal description contained in this Exhibit A will be used by Partnership
in the deed
given to Equitable pursuant to this Agreement. The legal description in the
title policy given
by Partnership to Equitable pursuant to this Agreement will include slightly
different
descriptions of the Dayton Hudson building, which will result from corrective
quit claim
deeds to be exchanged by Equitable and Dayton-Hudson (in the form of the 1982
corrective
deeds which were apparently overlooked by Lawyers Title Insurance Corporation
in
preparing the 1986 title work).
In addition to the deed required under this Agreement, Partnership will
deliver to Equitable
at closing a quit claim deed covering the perimeter description of the
Shopping Center (with
no excepted perimeter description of the Shopping Center (with no excepted
parcels) and also
covering all interests of Partnership in all land within one mile of the
perimeter of the
Shopping Center, in order to avoid the need for possible corrective deeds in
the future.
<PAGE>
Exhibit B
Description of Lane Bryant Relocation and Ward's Work
LANDLORD'S SCOPE OF WORK
NORTHLAND CENTER
Old Space Number: 231 and 233 New Space Numbers: 234
New Tenant #1 Name: Lane Bryant 7,750 S.F.
New Tenant #2 Name: Add to Common Area 300 S.F.
Date: March 8, 1994
Location: Northland Center
21500 Northwestern Highway
BC-2
Southfield, MI 48075
Contact Person: William A. Bushaw Phone (313) 569-6283
Person at Center
______________________________________________________________________________
Provide all labor, material, equipment and supervision necessary to complete
the work described below in accordance with all applicable codes, ordinances
and construction drawings.
______________________________________________________________________________
1. Secure building permits and approvals for landlord work only.
2. Install barricading at front of space.
______________________________________________________________________________
Demo
1. Demo entire ceiling, leaving only the structural concrete, roof deck and
all piping that is needed for the surrounding tenants.
2. Demo all interior walls leaving the two side walls in place free of all
covering, remove the back wall between spaces 231 and 233 making these
spaces into one which will be labeled 231.
3. Demo the old store from to include the old gates and hardware.
4. Demo all electrical conduit and wire from the space to include the main
and subpanels and return all panels to center. Leave the main electric
feed wire and conduit in place from the electric meter and insulate the
exposed end.
5. Demo all plumbing from the space leaving the steam and chilled line in
place. Domestic water line stubbed at pint of entry to space with a gate
valve and a cap stub attached.
6. Demo all H.V.A.C. ducting, leave the Unit and its mezzanine in place.
7. Demo all fire sprinkler lines, leaving the main in place.
8. Demo all floor covering to lease line to include terrazzo and floor tile
at store front.
9. Demo the drop ceiling in front of space 231 totally, then demo the drop
ceiling as needed to extent the landlord facer and soffit from column
line 23 though 28.<PAGE>
Installation
1. Stub into the space a 2" conduit with main feed wire running back to
electric meters and disconnect. The rating on this equipment will not be
less than 200 amp. 208 volts 3 phy.
2. Stub into the space a 1" domestic water line, the water line stub will be
to a point just inside the space with a gate valve and a cap attached.
3. Stub under the space a 3" sanitary line or larger.
4. Stub into the space a 1" conduit with a pull string for phone wires.
5. Stub a fire sprinkler feed into the space. The size of the feed will be
in accordance with fire codes for a normal tenant with only one level.
6. Install a new facer and soffit per the Ward's Construction Plans (Moving
the lease line out to the face of the old canopy (approx. 14 feet) so
that the column line 111 columns will not be part of the common area,
instead they will be inside the tenant area.
7. Extend two demising wall and neutral piers at the from of space 231 to
meet the new lease line per Ward's drawing.
8. Install a demising wall from column line 22\103.5 to 22\108.3
9. Install a demising wall from column line 23\103.5 to 23\108.3.
10. Install a new steel door and frame at column line 22.7\108.3.
11. Install a new steel door and frame at column line 22.7\104.
12. Install a new steel door and frame at column line 22.7\103.5
13. Install a service hall wall from column line 22.7\103.5.
14. Install a wall from column line 22\106 to 22.7\106.
15. Install a wall from column line 22\107 to 22.7\107.
16. Install two steel doors and frames in column line 22.7.
17. Install Fire Sprinklers in sercie hall to include the area between column
lines 22\103.5-22\108.3-22.7\103.5-22.7\108.3, with the supply coming off
the common area feed.
18. Install electric feed to service hall area from common area meter.
19. Install 100 amp. 3phy. power panel in service hall to handle the needs of
areas listed above.
20. Install all needed writing and lighting to bring the service area to
code.
21. Install door hardware and locks to match equipment used at mall.
22. Install steam fan coil heaters in the service hall.
23. Install needed ducts from the Main H.V.A.C. Unit into space 231, stopping
just inside column line 23.
24. Install fire dampener in the ducts as needed.
25. Install two 1.5 in. electrical conduit from the Main H.V.A.C. Unit
through column line 23, for needed wiring.
26. Re-work all controls for the Main H.V.A.C. Unit to pneumatic and do all
needed tie in to center H.V.A.C. Controls. Up grade controls to maximize
the unit's operating efficiency. (Supply Thermostats to tenant).
27. Re-work the motor and pulley to increase the Unit output to 9600 cfm.
28. Install Temporary lights that meet local codes.<PAGE>
Work By Others
1. Fire sprinkler total space 234 to meet all codes.
2. All tenant's labor and construction materials.
3. Tenant fixtures.
4. Tenant sign.
5. Permit to build out the tenant space.
6. Supply and Install H.V.A.C. ducting inside space 231 including running
electric power to space 231 H.V.A.C. UNIT and the control pneumatic lines
from the thermostat. (Center supply Thermostat).
7. Supply and install all floor covering in space 231. (This include
leveling the floor to meet the needs of the tenant).
8. Supply and install all electrical equipment, conduit, wiring, lights,
plugs.
9. Supply and install all plumbing fixturing and piping. (This includes any
floor penetration).
"DRAWING"
February 15, 1994
Victor P. Stein
Vice President - Development
General Growth Management, Inc.
400 South Highway 169
Suite 800
Minneapolis, MN 55426
Re: Montgomery Ward
Northland Center
Dear Vic:
Attached please find the cost estimates for the various areas of work required
at Northland Mall, along with three copies of the scope drawings prepared by
our architect. The contractor based the estimates on the information in the
scope drawings as well as comments made at our site visit in December.
Please not the following:
The pricing for the exterior work was based on the schematic overlay
shown on the as built elevation drawings. Some of the line items,
however, refer to general mall maintenance items, such as 0210-tuckpoint
allowance ($3252), 0222-overlay paving ($21,000), 0223-repair soffits and
fascias ($5,000), 0224-patch/repair walks ($5000). If it makes more
sense for us to complete these items while we are doing our exterior
work, then let's find a way for you to reimburse the cost somewhere in
the project.
The roof work category includes a very slight allowance (.10/SF) for
repair. Bill Bushaw forwarded the roof survey to me and it seems clear
that major repair, if not replacement is in order for some, if not all
the roof surfaces above our store. Since the youngest roof above our
area is 18-19 years old, it is likely that the mall
operations/maintenance budget is prepare for maintenance and/or repair in
the near future.
Please review these numbers and the scope drawings and call me if you have any
questions. I look forward to our meeting in Chicago next week.
Sincerely,
Nancy Strening
cc: Norm Abplanalp
Bob Roscoe
Mike Willingham
BUDGET SUMMARY REPORT
Project: Montgomery Ward
Location: Southfield, MI
Job: Montgomery Ward Northland Budget
Estimate:
Printed: February 4, 1994 @ 12:24 p.m.
Phase I: 151,000 S.F.
Total Area: 151,000 S.F.
BudgetCostUnit CostComments
Exterior Work 433,635 1.87
Roof Work 98,332 .60
Interior Work 526,327 3.49
Open Court Work 383,891 2.81
Wall Work 179,563 1.19
General Conditions 88,249 .53
Fee 88,772 .59
TOTAL 1,183,849 $11.28 per S.F.
BUDGET ESTIMATE RECAPITULATION REPORT
Job: Montgomery Ward Northland Budget Job Area: 151,000.00 SF
Project: Montgomery Ward Northland Budget Unit Cost:
Location: Southfield, MI
RCH/REG: Summary by: Bill Heath
ST DESC: Budget Priced by:
Checked by:
Page: Run Date: 2/04/94
Date: 2/02/94 Run Time: 12:24:52
Fee%= 5.50% Fee Fixed = $ Sales Tax = 0.00% Payroll Tax= 49.01% Sub
Insurance = .3118% Gross Receipts Tax = 0.001%
Material Labor Subcontractor
Code Unit Unit Unit Unit
AC-DC Desc Qty Meas Cost Amt Cost Amt Cost Amt Total
0200 Remove
______
Doors/
Frame 14.00 BA 0.00 0 0.00 0 250.00 3,500 3,500
0201 Demo
Masonry
Wall 1,542.00 SF 0.00 0 0.00 0 4.00 6,168 6,160
0202 Demo
Storage-
lofts
and Rate 6,692.00 SF 0.00 0 0.00 0 4.00 26,7682 6,768
0203 Layout
Interior 12,000.00 SF 0.00 0 0.00 0 .15 1,800 1,800
0204 Remove
Steel
Entry
Portal 1.00 LS 0.00 0 0.00 0 3,600.00 3,600 3,600
0205 Demo
Stair/
______ 1,000.00 SF 0.00 0 0.00 0 1.00 1,000 1,000
0206 Conc
Walks,
Curbs &
Stair 350.00 SF 0.00 0 0.00 0 6.00 2,100 2,100
0207 Conc
Slab &
Loading
Dock 1,000.00 SF 0.00 0 0.00 0 7.00 7,000 7,000
0208 Brick-Up
Doors &
Windows 15.00 EA 0.00 0 0.00 0 800.00 12,000 12,000
0209 Lintels
& New
Entries
46L 2.00 EA 0.00 0 0.00 0 2,500.00 5,000 5,000
0210 Tuckpoint
Brick
(Allow) 18,848.00 SF 0.00 0 0.00 0 .383,252
3,252
0211 EIFS 18,754.60 SF 0.00 0 0.00 0 18.68 187,548 187,548
0212 EIT EM
Doors 6.00 EA 0.00 0 0.00 0 0.00 0 0
0213 Store-
front
Doors 24.00 EA 0.00 0 0.00 0 800.00 19,260 19,200
0215 Store-
front
Entries 2,744.00 SF 0.00 0 0.00 0 28.00 54,800 54,800
0216 Overhead
Rolling
Doors 4.00 EA 0.00 0 0.00 0 2,500.00 10,000 10,000
0217 Column
Covers 4.00 EA 0.00 0 0.00 0 2,500.00 10,000 10,000
0218 Paint 26,298.00 SF 0.00 0 0.00 0 .75 19,724 19,724
0219 Dock
Bumper 48.00 LF 0.00 0 0.00 0.50 20 20
0220 Handrail 15.00 LF 0.00 0 0.00 0 80.00 1,200 1,200
0221 Bollards 10.00 EA 0.00 0 0.00 0 250.00 2,500 2,500
0222 Overlay
Paying 6,000.00 ST 0.00 0 0.00 0 3.50 21,000 21,000
0223 Repair
Soffits
and
Pacias 1.00 LS 0.00 0 0.00 0 5,000.00 5,000 5,000
0224 Patch/
Repair
Walks 1.00 LS 0.00 0 0.00 0 5,000.00 5,000 5,000
0225 Dock
Seals 4.00 EA 0.00 0 0.00 0 1,200.00 4,800 4,800
0226 Misc.
Scrap-
folding 1.00 LS 0.00 0 0.00 0 6,000.00 6,000 6,000
BUDGET ESTIMATE RECAPITULATION REPORT
Job: Montgomery Ward Northland Budget Job Area:151,000.00
SF
Project: Montgomery Ward Northland Budget Unit Cost:
Location: Southfield, MI
RCH/REG: Summary by: Bill
Heath
ST DESC: Budget Priced by:
Checked
by:
Page: Run Date:
2/04/94
Date: 2/02/94 Run Time: 12:04:52
Fee%= 5.50% Fee Fixed = $ Sales Tax = 0.00% Payroll Tax= 49.01% Sub
Insurance = .3118% Gross Receipts Tax = 0.001%
BUDGET CODE 01 EXTERIOR WORK
MAT. LABOR SUBCONTRACTOR TOTAL
CODE UNIT UNIT UNIT UNIT
AC-BC DESC. QTY MEAS COST AMT COST AMT COST AMT
601-01 Small 1.00 LS 0.00 0 0.00 0 10,000.00 10,000 10,000
Tools
651-01 EQ-R: 1.00 LS 0.00 0 0.00 0 1,418.00 1,418 1,418
Layout
452-01 EQ-R: 1.00 LS 0.00 0 0.00 0 2,346.00 2,346 2,346
RIC/
Backfill
Sub-total ____ _____ _________ ___________
Taxes & 0 0 432,288.00 432,288.00
Insurance 1,348.00 1,348.00
Total With-Out ___ ____ __________ ___________
Gross Receipts 0 0 433,635.00 433,635.00
Tax On Fee
BUDGET CODE 02 ROOF WORK
MAT. LABOR SUBCONTRACTOR TOTAL
CODE UNIT UNIT UNIT UNIT
AC-BC DESC. QTY MEAS COST AMT COST AMT COST AMT
300 Roof 111,960 SF 0.00 0 0.00 0 .18 11,196 11,196
Flashing
301-02 Metal 6,825 SF 0.00 0 0.00 0 3.00 20,475 20,475
Parapet
Panesl
302-02 Coping 1,185 LP 0.00 0 0.00 0 8.00 9,400 9,400
& Parapet
Wall
MAT. LABOR SUBCONTRACTOR TOTAL
CODE UNIT UNIT UNIT UNIT
AC-BC DESC. QTY MEAS COST AMT COST AMT COST AMT
303-02 Flash- 1,185 LF 0.00 0 0.00 0 8.00 9,400 9,400
ing Parapet
Wall
304-02 ___ 1,472 LP 0.00 0 0.00 0 5.00 7,360 7,360
FIT
305-02 REM 25 EA 0.00 0 0.00 0 300.00 7,500 7,500
& CAP
Exhaust Fans
306-02 REM
& CAP 19 EA 0.00 0 0.00 0 600.00 11,400 11,400
Typical RTD's
307-02 REM 1 EA 0.00 0 0.00 0 1,200.00 1,200 1,200
& CAP
Large LTD
308-02 Roof 1 EA 0.00 0 0.00 0 2,000.00 2,000 2,000
Patch
308-02 Rough 1 EA 0.00 0 0.00 0 10,000.00 10,000 10,000
Hardware
BUDGET ESTIMATE RECAPITULATION REPORT
Job: Montgomery Ward Northland Budget Job Area:
151,000.00 SF
Project: Montgomery Ward Northland Budget Unit Cost:
Location: Southfield, MI
RCH/REG: Summary by: Bill
Heath
ST DESC: Budget Priced by:
Checked by:
Page: Run Date: 2/04/9
4
Date: 2/02/94 Run Time: 12:24:52
Fee%= 5.50% Fee Fixed = $ Sales Tax = 0.00% Payroll Tax= 49.01% Sub
Insurance = .3118% Gross Receipts Tax = 0.001%
MAT. LABOR SUBCONTRACTOR TOTAL
CODE UNIT UNIT UNIT UNIT
AC-BC DESC. QTY MEAS COST AMT COST AMT COST AMT
BUDGET CODE 02 ROOF WORK
Sub-total ____ _____ _________ ___________
Taxes & 0 0 90,091.00 90,091.00
Insurance 281.00 281.00
Total With-Out ___ ____ __________ ___________
Gross Receipts 0 0 90,372.00 90,372.00
Tax On Fee
BUDGET CODE 03 EXTERIOR WORK
MAT. LABOR SUBCONTRACTOR TOTAL
CODE UNIT UNIT UNIT UNIT
AC-BC DESC. QTY MEAS COST AMT COST AMT COST AMT
- -03 Demo 3,046 LF 0.00 0 0.00 0 10.00 10,468 10,468
Tenant
Walls
- -03 Demo 111,960 SF 0.00 0 0.00 0 .00 89,568 89,568
Floor
Cover &
Patch
- -03 Demo 111,960 SF 0.00 0 0.00 0 .40 44,704 44,784
Acoustical
Ceiling
- -03 Demo 111,960 SF 0.00 0 0.00 0 .50 55,900 55,900
GYF
SDB-Ceiling
- -03 Demo 1,036 LF 0.00 0 0.00 0 10.00 10,360 10,360
Bulkheads
& Ply 24'
- -03 Infill 2,613 SF 0.00 0 0.00 0 7.00 18,291 18,291
Floor Prep.
- -03 Disconnect 14 EA 0.00 0 0.00 0 250.00 3,500 3,500
Doorwait
& EL
- -03 REM Misc. 1 LS 0.00 0 0.00 0 20,000.00 20,000 20,000
Tenant
Items
- -03 Fire 9,240 SF 0.00 0 0.00 0 5.00 46,200 46,200
Rated
CYP Wall
- -03 Demo & 26 EA 0.00 0 0.00 0 300.00 7,800 7,800
Cap Int.
Plugging
- -03 Demo 111,960 SF 0.00 0 0.00 0 .30 33,588 33,588
Sprinkler
- -03 REM PAC 111,960 EA 0.00 0 0.00 0 .60 67,176 67,176
Doctwork
& Elec.
- -03 Reloca- 1 LS 0.00 0 0.00 0 20,000.00 20,000 20,000
tive
Elec. Book
- -03 EQ-RI Conc 1 LS 0.00 0 0.00 0 2,900.00 2,900 2,900
Pour &
Finisher
- -03 EQ-RI General 1 EA 0.00 0 0.00 0 6,998.00 6,998 6,998
Equipment
BUDGET ESTIMATE RECAPITULATION REPORT
Job: Montgomery Ward Northland Budget Job Area:
151,000.00 SF
Project: Montgomery Ward Northland Budget Unit Cost:
Location: Southfield, MI
RCH/REG: Summary by: Bill
Heath
ST DESC: Budget Priced by:
Checked by:
Page: Run Date: 2/04/9
4
Date: 2/02/94 Run Time: 12:24:52
Fee%= 5.50% Fee Fixed = $ Sales Tax = 0.00% Payroll Tax= 49.01% Sub
Insurance = .3118% Gross Receipts Tax = 0.001%
BUDGET CODE 03 INTERIOR WORK
MAT. LABOR SUBCONTRACTOR TOTAL
CODE UNIT UNIT UNIT UNIT
AC-BC DESC. QTY MEAS COST AMT COST AMT COST AMT
459-03 EQ-R1 1.00 LS 0.00 0 0.00 0 67,154 67,154 67,154
Demo-
lotion
Sub-total 0 0 524,691 524,691 524,691
Taxes & 0 0 1,636 1,636 1,636
Insurance
Total With-Out 0 0
Gross Receipts
Tax On Fee 526,327 526,327
BUDGET CODE 04 OPEN COURT WORK
MAT. LABOR SUBCONTRACTOR TOTAL
CODE UNIT UNIT UNIT UNIT
AC-BC DESC. QTY MEAS COST AMT COST AMT COST AMT
Store 4,656 SF 0.00 0 0.00 0 4.00 18,624 18,624
front/Cord
Bulk
Canopy 128 LP 0.00 0 0.00 0 10.00 1,200 1,200
Land- 3,278 SF 0.00 0 0.00 0 1.00 4,000 4,000
scaping
Plant- 650 SF 0.00 0 0.00 0 5.00 3,250 3,250
er Walls
Brick 2,856 SF 0.00 0 0.00 0 4.00 11,424 11,424
Walls
Patch/ 14,000 SF 0.00 0 0.00 0 5.50 17,000 17,000
Top Slab
MAT. LABOR SUBCONTRACTOR TOTAL
CODE UNIT UNIT UNIT UNIT
AC-BC DESC. QTY MEAS COST AMT COST AMT COST AMT
Slab & 21 EA 0.00 0 0.00 0 100.00 6,300 6,300
New Columns
Roof 1,920 SF 0.00 0 0.00 0 1.50 2,000 2,000
Struc- 54 TN 0.00 0 0.00 0 1,600.00 80,000 80,000
tural Steel
Metal 14,000 SF 0.00 0 0.00 0 1.50 21,000 21,000
Deck
Roof- 15,904 SF 0.00 0 0.00 0 3.50 55,944 55,944
ing &
Flashing
Court 14,000 SF 0.00 0 0.00 0 .21 3,000 3,000
Plumbing
Court 14,000 SF 0.00 0 0.00 0 .29 4,000 4,000
Electrical
Close 146 SF 0.00 0 0.00 0 8.00 1,168 1,168
Floor
Penetrations
BUDGET ESTIMATE RECAPITALIZATION REPORT
JOB : Montgomery Ward JOB AREA: 151,000.00 SP EST: 1
Northland Budget UNIT COST: PAGE:
Project : Mont. Ward Northland
Budget
Location : Southfield, MI DATE: 2/2/94
SUMMARY BY: Bill Heath DUE DATE : 2/4/94
RCB/EMG : PRICED BY: BD/SB RUN TIME : 12.24.52
ST DESC : Budget CHECKED BY:
FEE 1-5.50% FIXED FIELD - $ 0 SALES TAX - 8.00% PAYROLL
TAX-49.01%
SUB INSURANCE -.3118% GROSS RECEIPTS TAX-0.00%
MATERIAL LABOR SUBCONTRACTOR
OAR UNIT UNIT UNIT UNIT
CODE AC-BC DESCRIP. QTY MEAS. COST AMT. COST AMT. COST AMT. TOTAL
BUDGET CODE 04 OPEN COURT WORK
518- 04 PUBLIC/DUST
PROTECTION 2,120.00 SP 0.00 0 0.00 0 4.00 8,512 8,512
456- 04 EQ-?:
CARPENTRY/MISC
META 1.00 LS 0.00 0 0.00 0 4,644.00 4,644 4,644
SUB-TOTAL 0 0 302,946 302,946
TAXES &
INSURANCE 0 0 945 945
TOTAL WITHOUT
GROSS RECEIPTS
TAX OR FEE 0 0 383,891 383,891
BUDGET CODE 05 WALL WORK
550- 05 DEMO FLOOR
COVER & PATCH 16,074.00 SP 0.00 0 0.00 0 .00 12,859
12,859
551- DEMO ACOUSTICAL
CEILING 16,074.00 SP 0.00 0 0.00 0 .40 6,430 6,430
552- DEMO CTP
SUB-CEILING 16,074.00 SP 0.00 0 0.00 0 .50 8,811 8,811
553- 05 INT ?? DOORS
& FRAMES 3,00 EA 0.00 0 0.00 0 906.00 2,700 2,700
554- 05 SHAFTWALL 1,024.00 SP 0.00 0 0.00 0 5.00 5,128 5,128
555- 05 FIRE RATED
GFP WALL 2,184.00 SP 0.00 0 0.00 0 5.00 13,928
13,928
556- 05 ACOUSTICAL
CEILING 5,680.00 SP 0.00 0 0.00 0 .90 5,119 5,119
556- 05 BULKHEAD &
NEW LEASE
LINE 262.00 LP 0.00 0 0.00 0 19.00 2,628 2,628
556- 05 FIRE RATED
GYP CEILING 5,688.00 SP 0.00 0 0.00 0 1.75 9,954 9,954
557- FLOORING
(TERRAZZO/
TILE) 5,688.00 SP 0.00 0 0.00 0 7.00 39,816
19,816
558- 05 PAINT 524.00 SP 0.00 0 0.00 0 .50 262 262
559- 05 WALL
PLUMBING 7,768.00 SP 0.00 0 0.00 0 1.00 7.768 7.768
568- 05 WALL
SPRINKLER 7,768.00 SP 0.00 0 0.00 0 1.38 10,888
10,888
0561-05 WALL HVAC 7,768.00 SP 0.00 0 0.00 0 3.00 23,200
13,280
0562-05 WALL ELEC-
TRICAL 7,768.00 SP 0.00 0 0.00 0 4.00 31,040
31,040
SUB-TOTAL 0 0 179,005
179,005
TAXES & INSUR-
ANCE 0 0 558 558
TOTAL WITHOUT
GROSS RECEIPTS
TAX OR FEE 0 0 179,563
179,563
BUDGET CODE 06 GENERAL CONDITIONS
550-06 GENERAL
CONDITIONS 1.00 LS 0.00 0 0.00 0 80,000.00 80,000
80,000
SUBTOTAL 0 0 80,000
80,000
TAXES & INSUR-
ANCE 0 0 82,249
88,249
TOTAL WITHOUT
GROSS RECEIPTS
TAX OR FEE
- ------------------------------------------------------------------------------
- -
JOB SUMMARY
Material Labor Subcontract Total
SUB-TOTAL 0 0 1,609,020 1,609,020
SALES TAX : 8.09 % 0
PAYROLL TAX : 19.01% 0
SUB INSURANCE :.3118% 5,017
FEE % : 5.50% 88,772
FEE FILED : ?? 0
GROSS RECEIPTS TAX :0.00% 0
TOTAL 1,782,889
JOB AREA : 151,000.0 SF
UNIT COSTS : 11.28 $/SF
EXHIBIT C
EQUIPMENT & FURNISHING INVENTORY
MARKETING/PROMOTION DEPARTMENT
MALL: NORTHLAND CENTER #752 DATE: FEBRUARY 15, 1994
(If Leased, include lease or lease purchase, date leased, and date lease
expires.)
DATE
DISPOSED
QUANTITY ORIGINAL L=LEASED DATE SOLD & IF SOLD
COST O=OWNED DESCRIPTION PURCHASED WHY AMOUNT
MARKETING/PROMOTION DEPARTMENT
1 UNKNOWN O Raffle Drum
10 $1,000.00 O Signholders - Black and
Gold
64 UNKNOWN O Hanging Garland
16 UNKNOWN O Mechanical Snowbells
7 UNKNOWN O Snowbells (medium size)
13 UNKNOWN O Bags Christmas Santa
house decor
1 UNKNOWN O Easter Bench
6 UNKNOWN O Freeze Model Platforms
11 UNKNOWN O Airplane Displays 1986
11 $20,000.00 O Christmas trees
(various heights) 1985
1 $200.00 O Bridge - White fencing 1985
3 $7,500.00 O Pegasus 1988
15 $1,500.00 O Ice Branches 1985
1 $25.00 O Holiday Mailbox 1980
3 $450.00 O Platform risers - hand
made 1991
40 UNKNOWN O Gold Stanchions 1990
1 UNKNOWN O Santa House (complete)
1 UNKNOWN O Easter house (complete)
6 UNKNOWN O Dancing bunnies
1 UNKNOWN O Box Christmas lights
1 UNKNOWN O Steps for camera stands
2 UNKNOWN O Speakers
2 UNKNOWN O Speaker stands/tripods
1 UNKNOWN O Mike stand
1 UNKNOWN O Receiver/PA
125 UNKNOWN O Chairs
40 UNKNOWN O Tables
MARKETING/PROMOTIONS
1 UNKNOWN O Projector screen (Room B)
2 UNKNOWN O Coffee Urns
1 UNKNOWN O Television 19" color
(conference room)
1 UNKNOWN O VCR (Conference room)
4 UNKNOWN O Animated Bears with Santa Hat on
Tree stump
40 UNKNOWN O Christmas wrap gift/display boxes
assorted sizes
1 UNKNOWN O Piano (old)
5 UNKNOWN O Coat racks
1 UNKNOWN O Wooden easel
2 UNKNOWN O Chair racks
1 UNKNOWN O Mike stand
1 UNKNOWM O Speaker
1 UNKNOWN O Podium (P.A. Builtin)
1 UNKNOWN O Swivel Mirror
2 UNKNOWN O Camera stands
1 UNKNOWN O Camera Case
1 UNKNOWN O Cash register
1 UNKNOWN O Check printer
4 UNKNOWN O Santa Suits
5 UNKNOWN O Easter Aprons
2 UNKNOWN O Credit Card verifications
machines
1 UNKNOWN O Two line telephone
1 UNKNOWN O Booth w/cabinets
1 UNKNOWN O Safe w/two drawers
3 UNKNOWN O Chairs (info booth)
1 UNKNOWN O 4 wheeled dolly
1 UNKNOWN O Christmas apron
1 UNKNOWN O Fan
1 UNKNOWN O Helium tank
2 UNKNOWN O Extension cords
1 UNKNOWN O Bartizana Credit Card
Imprinter
1 UNKNOWN O Santa chair
3 UNKNOWN O Crayon Stands (planters)
20 UNKNOWN O White Christmas trees
1 UNKNOWN O Box electrical cords
1 UNKNOWN O Olympus Infinity Super
Zoom 300 Camera
10 UNKNOWN O Blue Sign holders 1993
5 UNKNOWN O Blue literature holders 1993
1 UNKNOWN O Garland Range
1 UNKNOWN O Refrigerator
1
1
1
1
1
GARAGE LARGE AREA CONTINUED
1
1
1
1
1
2
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
STORAGE CABINET G&B 46 CONTINUED
1
1
1
1
1
1
1
1
1
1
1
1
1
2
1
6
8
3
4
7
4
1
1
1
1 UNKNOWN O [18" PIPE WRENCH]
1 UNKNOWN O [26 PEICE ALLEN WRENCH
SET]
6 UNKNOWN O [VARIOUS SIZED CRAFTSMAN
WRENCHES]
7 UNKNOWN O [VARIOUS SIZED ALLTRADE
WRENCHES]
TOOL CHEST G&B 010 & G&B 011 CONTINUED
5 UNKNOWN O [VARIOUS SIZED S-K TOOLS
WRENCHES]
4 UNKNOWN O [VARIOUS SIZED SNAP-ON
WRENCHES]
3 UNKNOWN O [VARIOUS SIZED FORGED
WRENCHES]
2 UNKNOWN O [VARIOUS SIZED K-TOOLS
WRENCHES]
1 UNKNOWN O [PROTO WRENCH]
1 UNKNOWN O [CEN-TECH WRENCH]
1 UNKNOWN O [GREAT NECK WRENCH]
1 UNKNOWN O [PROFFESSIONAL WRENCH]
1 UNKNOWN O [1/2" drive CRAFTSMAN RACHET
(44985)]
1 UNKNOWN O [1/2" drive S-K RACHET]
1 UNKNOWN O [1/2" drive arm PROTO 16"]
20 UNKNOWN O [1/2" drive VARIOUS SIZED
S-K SOCKETS]
14 UNKNOWN O [1/2" drive VARIOUS SIZED
CRAFTSMAN SOCKETS]
3 UNKNOWN O [1/2" drive VARIOUS SIZED
JOHN BEAN SOCKETS]
1 UNKNOWN O [1/2" drive 3/4" SNAP-ON
SOCKET]
1 UNKNOWN O [1/2" drive 15/16" PROTO
SOCKET]
1 UNKNOWN O [3/8" drive arm S-K WAYNE
RACHET(45153)]
1 UNKNOWN O [3/8" drive EXTENTION S-K
(44284)]
1 UNKNOWN O [3/8" drive SNAP-ON TWIST
DRIVER]
1 UNKNOWN O [3/8" drive S-K 12" EXTENTION]
38 UNKNOWN O [3/8" drive VARIOUS SIZED
CRAFTSMAN SOCKETS]
14 UNKNOWN O [3/8" drive VARIOUS SIZED S-K
SOCKETS]
4 UNKNOWN O [3/8" drive VARIOUS SIZED OFF
BRAND SOCKETS]
1 UNKNOWN O [3/8" drive 13/16" SNAP-ON
SOCKET]
1 UNKNOWN O [3/8" drive 3/4" PROTO SOCKET]
7 UNKNOWN O [3/8" drive VARIOUS SIZED S-K
METRIC SOCKETS]
9 UNKNOWN O [3/8"drive VARIOUS SIZED OFF
BRAND METRIC SOCKETS]
1 UNKNOWN O [1/4"drive 14 PEICE SNAP-ON
SOCKET SET]
TOOL CHEST G&B 010 & G&B 011 CONTINUED
UNKNOWN O [1/4" drive EXTENTION]
1 UNKNOWN O [1/4" drive CRAFTSMAN SOCKET
DRIVER]
28 UNKNOWN O [1/4" drive VARIOUS SIZED
CRAFTSMAN SOCKETS]
14 UNKNOWN O [1/4" drive VARIOUS SIZED
S-K SOCKETS]
3 UNKNOWN O [1/4" drive VARIOUS SIZED
OFF BRAND SOCKETS
10 UNKNOWN O [1/4" drive VARIOUS SIZED OFF
BRAND METRIC SOCKETS]
GROUNDS & BUILDING MAINTENANCE GARAGE TIRE CAGE
1 $3,000 O ACCUTURN tire machine
(.3931117)
1 $80.00 O VIKING floor jack 21/2 ton
(G&B 04)
1 UNKNOWN O 66"x30"x18" METAL STORAGE
CABINET BLUE
(G&B 46) {inside}
1 UNKNOWN O {TIRE HAMMER}
1 UNKNOWN O {TIRE IRON}
1 UNKNOWN O {P.E.C. WHEEL BALANCER}
1 UNKNOWN O {K-D wheel wight remover-
installer tool}
1 UNKNOWN O {UNIVERSAL POWER air die
grinder with buffing wheel(322)}
1 $8.00 O {REMA hand reamer for ties}
1 $6.00 O {REMA plug installer (565)}
1 $8.00 O {REMA patch roller (#30)}
1 $35.95 O {SPEEDAIRE air tank (4F693)}
1 $5.50 O {REMA liquid pre-buffer 32oz.
(#71)}
1 $5.50 O {REMA special cement-BL 8oz.
(BL-8)}
1 UNKNOWN O {S-K 14" FLAT BLADE SCREW
DRIVER}
GROUNDS & BUILDING MAINTENANCE GARAGE OUTER TOOL CRIB AREA
1 $195.00 O RALLY QUANTUM MOWER (00863)
2 UNKNOWN O HONDA PUSH MOWER (HR-195-KK)
(HRS-21-FO-6003219)
1 $300.00 O HONDA PUSH MOWER (HRS21-6048791)
1 $300.00 O STIHL BLOWER (BR400)
1 UNKNOWN O DAYTON BLOWER (292201)
3 $207.00 O HOMELITE grass whips (HN06401195)
(HM1360996) (HN0640228)
3 $600.00 O STIHL grass whips 24790497)
(24785175) (24785134)
1 UNKNOWN O TOTAL chain saw (5011957)
1 UNKNOWN O LITTLE WONDER hedger/roto tiller
(0047306)
3 $1,500 O SIMPLICITY roto tillers
(6097) (003265) (104823)
1 UNKNOWN O BRIGGS &STRATTON power
lawn edger (G&B 02)
1 UNKNOWN O FOX band saw for poles (003617)
1 $1,800 O STRIPPING MACHINE (4685)
ENGINE-(0306D)
1 $350.00 O DAYTON OGGER with 2 bits
(014-30555)
1 $1,000 O R-N CH110 battery charger
red (1899)
1 UNKNOWN O JET POWER greaser (240170)
1 UNKNOWN O OXYGEN & ACETYLENE DOLLY
with torch &striker (G&B 024)
1 UNKNOWN O GEAR OIL PUMP (G&B 023)
1 UNKNOWN O JUMPER CABLES
6 $774.00 O SINGLE DRUM CONTAINMENT
UNITS (PIGS)
6 UNKNOWN O SPADES 3flat &3belviled
2 UNKNOWN O 4' JACK STANDS (G&B 021)
(G&B 022)
2 UNKNOWN O CYCLES
1 UNKNOWN O 4' POST HOLE DIGGER
1 UNKNOWN O 12" HATCHET
1 UNKNOWN O DOUBLE BLADED AXE
4 UNKNOWN O PITCH FORKS
5 UNKNOWN O RACKS
1 UNKNOWN O DOLLY RED (G&B 019)
2 UNKNOWN O PUSH BROOMS
3 UNKNOWN O DUST MOPS
1 UNKNOWN O 8' EXTENTION LADDER ALUMINUM
(G&B 020)
2 UNKNOWN O LEAF RACKS
3 UNKNOWN O SNOW SHOVELS
1 UNKNOWN O 10' PLOW BLADE
6 UNKNOWN O 8' PLOW BLADES
12 $316.56 O 12' SIGN POSTS
1 UNKNOWN O 48"x48"x12" DUST MOP STORAGE
UNIT white wood (G&B 48)
1 UNKNOWN O 84"x45"x18" WOOD STORAGE UNIT
(G&B 49)
1 UNKNOWN O 84"x139"x25" METAL STORAGE
RACK green
GROUNDS & BUILDING MAINTENANCE GARAGE UPPER TOOL CRIB AREA
1 UNKNOWN O 44"x260"x31" STORAGE UNIT 2 SHELVE
1 UNKNOWN O 72"x96"x24" STORAGE UNIT 2 SHELVE
1 UNKNOWN O 72"x108"x18" STORAGE UNIT 3 SHELVE
1 UNKNOWN O 72"x180"x18" STORAGE UNIT 2 SHELVE
1 UNKNOWN O FORD TRIBLOC 11/2 TON CHAIN FAULT
22 UNKNOWN O 6'x3' BLACK RAILS
1 $550.00 O CAMBELL HAUSFELD airless paint
sprayer (100890N896888)
1 UNKNOWN O HOME LITE gas water pump (20582156)
1 UNKNOWN O 8' ALUMINUM LADDER (G&B 025)
1 UNKNOWN O 3' 2"Dia. HAND OGGER
1 UNKNOWN O PICK AXE
4 $35.92 O SNOW SHOVELS
4 UNKNOWN O CULTIVATING RACKS
8 UNKNOWN O 30"x30" PEDESTRIAN CROSSING SIGNS
black on yellow
9 $233.55 O 24"x24" STOP SIGNS
3 $32.85 O 12"x18" HANDICAP PARKING SIGNS
white on blue
2 UNKNOWN O 12"x18" HANDICAP RAMP SIGNS
white on blue
13 UNKNOWN O 18"x24" ONE WAY (left) SIGNS
black on white
8 UNKNOWN O 18"x24" ONE WAY (right) SIGNS
black on white
9 $98.55 O 12"x18" NO PARKING FIRE LANE
SIGNS red on white
7 UNKNOWN O 12"x6" TOW-AWAY SIGNS red
on white
4 UNKNOWN O 24"x30" BUSSES ONLY SIGNS
black on white
3 UNKNOWN O 30"x30" DO NOT ENTER SIGNS
red on white
2 UNKNOWN O 18"x24" TAXI CAB ONLY SIGNS
7 UNKNOWN O 18"x18" PUBLIC RESTROOMS SIGNS
black on white
10 UNKNOWN O 24"x18" EMPLOYEE PARKING SIGNS
black on white
4 UNKNOWN O 18"x24" NO BUS SIGNS black
on white
2 UNKNOWN O 18"x24" NO LEFT TURN SIGNS
black on white
3 UNKNOWN O 24"x18" WE NEED YOU BUCKLE UP
SIGNS white, red, black on blue
2 UNKNOWN O 18"x24" EXIT RIGHT ARROW SIGNS
black on white
1 UNKNOWN O 18"x24" EXIT LEFT ARROW SIGN
black on white
3 UNKNOWN O 24"x18" TRUCK CARRYING EXPLOSIVES
AND INFLAMABLES NOT PERMITTED IN THE
TUNNEL SIGNS white on red
2 UNKNOWN O 18"x24" TRUCK CLEARANCE 13'-3"
SIGNS red on white
1 UNKNOWN O 18"x24 NO RIGHT TURN SIGN
black on white
18 UNKNOWN O 18"x24" LEFT TURN ONLY SIGNS
black on white
20 UNKNOWN O 18"x24" RIGHT TURN ONLY SIGNS
black on white
6 UNKNOWN O 18"x24" SPEED LIMIT 25 SIGNS
black on white
6 UNKNOWN O 24"x12 EXIT RIGHT ARROW SIGNS
white on green
6 UNKNOWN O 24"x12" EXIT LEFT ARROW SIGNS
white on green
4 UNKNOWN O 30"x24" YIELD SIGNS white on red
6 UNKNOWN O 24"x24" WARNING TURN OFF ENGINS
IN TUNNEL
WHEN NOT IN MOTION SIGNS white
on red
50 $492.50 O 6"x12" REFLECTORS YELLOW
2 UNKNOWN O 12"x18" NO ADMITTANCE TO PUBLIC/
EMPLOYEES ONLY white on blue
3 UNKNOWN O 36"x12" ONE WAY RIGHT ARROW SIGNS
5 UNKNOWN O 36"x12" ONE WAY LEFT ARROW SIGNS
GROUNDS & BUILDING MAINTENANCE
GARAGE TOOL CRIB
1 $489.75 O 65"X43"X18" CHEMICAL STORAGE
CABINET YELLOW (G&B 50)
4 UNKNOWN O 78"x36"x12" METAL STORAGE UNITS
gray with shelves (G&B 51)
(G&B 52) G&B 53) (G&B 54)
GARAGE
2 UNKNOWN O 78"x36"x12" METAL STORAGE UNITS
32 cubical gray (G&B 55) (G&B 56)
2 UNKNOWN O 42"x36"x12" METAL STORAGE UNITS
72 cubical greenish/gray (G&B
57) (G&B 58)
1 UNKNOWN O 11"x36"x12" METAL STORAGE UNIT
18 drawer dark gray (G&B 59)
1 $129.30 O 15"x20"x16" METAL STORAGE UNIT
4 drawer gray (G&B 60)
1 $175.30 O 23"x15"x12" METAL STORAGE UNIT
8 drawer gray (G&B 61)
1 UNKNOWN O 4 DRAWER FILING CABINET BLUE
(G&B 62)
1 UNKNOWN O 7 DRAWER FILING CABINET LIGHT
GREEN (G&B 63)
1 UNKNOWN O 36"x72"x36" WORK BENCH 3 SHELVE,
6 cubicals blue (G&B 64) [inside]
2 UNKNOWN O [SUNCAST 3Gal. TANK SPRAYER (GT300)]
1 $9.75 O [MAGNETIC TOOL ]
1 UNKNOWN O 78"x36"x13" STORAGE UNIT 5 shelve
1 UNKNOWN O 84"x72"x18" STORAGE UNIT 4 shelve
1 UNKNOWN O 84"x36"x24" METAL STORAGE CABINET
(G&B 65) [inside]
1 $14.95 O [JUMPDWOR 16' booster cable
(MTW816)]
1 UNKNOWN O 84"x36"x24" METAL STORAGE
CABINET (G&B 66) {inside}
5 $81.25 O {24" POLYPRO PUSH BROOMS}
5 $107.55 O {24" FLOOR SQUEEGEES}
2 $19.99 O {16oz. CLAW HAMMERS}
1 UNKNOWN O {BLACK & DECKER 7 1/4" CIRCULAR
SAW (40857)}
1 UNKNOWN O {MAKITA 14" CHOP SAW (39436E-90.8)}
1 UNKNOWN O 84"x36"x24" METAL STORAGE
CABINET (G&B 67) [inside]
5 $140.00 O [50ft LENTHS AIR HOSE]
1 UNKNOWN O [HEIN-WENNER hydro hand pump
with case]
1 UNKNOWN O [TOLCO drum wrench]
1 UNKNOWN O [ALLTRADE bit assortment with case]
1 $45.00 O [THE DESIGNERS EDGE HALOGEN WORK LIGHT
(HLK-500QAU)]
1 UNKNOWN O [WELLER soldering gun with case
(d550 60ly)]
1 $72.45 O [CRAFTSMAN 39 piece tap & die set]
STORAGE
1 UNKNOWN O [MARSON rivet gun with case]
1 UNKNOWN O [LISLE impact driver set with case]
4 UNKNOWN O [PM BACK-UP ARM (780)]
1 UNKNOWN O [VIBRO ENGRAVER (K-D2520)]
1 UNKNOWN O [MAKITA 3/8" DRILL (061607)]
1 UNKNOWN O [KAL POWER TIMING LIGHT (870-807392)]
1 UNKNOWN O [BOSCH CORDLESS DRILL with 2
batteries, charger &case (0601921863)]
1 $190.65 O [DEVIBISS paint spray gun kit (JGA)]
1 UNKNOWN O [MILWAUKEE 4 1/2" SANDER/GRINDER
(762-172204)]
1 $43.87 O [BLACK & DECKER heatworks (9226-7)]
1 UNKNOWN O [A.E.G. DRYWALL SCREW GUN (370054)]
1 UNKNOWN O [BLUE POINT critchley type expantion
reamer kit]
1 UNKNOWN O [ BLUE POINT bushing driver set]
1 UNKNOWN O [THEXTON coolant tester]
1 UNKNOWN O [IMPERIAL EASTMAN battery hydrometer
(515-TB)]
1 UNKNOWN O [MILTON battery analysis meter (G&B 09)]
2 $6.38 O [STEEL BRUSHES]
2 UNKNOWN O [VALVE LAPPING TOOLS]
1 UNKNOWN O [K-D WHEEL BEARING PACKER]
1 UNKNOWN O [PROTO 3ARM PULLER with arms (4001-B)]
1 UNKNOWN O [PICKLE FORK (6546)]
1 UNKNOWN O [ALLEN 8piece allen wrench set]
1 $3.99 O [CAULKING GUN]
1 $5.25 O [BATTERY CLEANER TOOL]
1 UNKNOWN O [14" STAR CHISEL]
1 $13.99 O [18" STANLEY RIPPING CHISEL]
1 $11.95 O [K-D TUBE BENDER]
1 $8.88 O [20ft TROUBLE LIGHT]
STORAGE
1 $9.95 O [ LETTER PUNCH SET]
1 UNKNOWN O [K-D COMPRESSION TESTER]
1 UNKNOWN O [K-D VACUUM TESTER]
1 UNKNOWN O [STANLEY CARPENTERS SQUARE (46-131)]
1 UNKNOWN O [S&K 2ARM PULLER (92206)]
1 UNKNOWN O [S&K 2ARM PULLER (92204)]
1 UNKNOWN O [K&D BRAKE CALIBER SPREADER (828)]
1 UNKNOWN O [K&D SPRING COMPRESSOR VALVE (#380)]
1 $195.95 O CRAFTSMAN 12 DRAWER TOOL CHEST
(G&B 08) <inside>
9 UNKNOWN O <1/4" drive VARIOUS SIZED S&K
METRIC SOCKETS>
10 UNKNOWN O <1/4" drive VARIOUS SIZED S&K
SOCKETS>
3 UNKNOWN O <1/4" drive S&K EXTENTIONS>
1 UNKNOWN O <1/4" S&K SWIVEL ADAPTOR>
1 UNKNOWN O <1/4" drive S&K DRIVER>
1 UNKNOWN O <1/4" drive S&K RACHET>
1 UNKNOWN O <1/4" drive S&K BREAKER BAR>
1 UNKNOWN O <UNIVERSAL CHUCK KEY>
2 UNKNOWN O <TORCH TIP CLEANER>
5 UNKNOWN O <VARIOUS SIZED S&K PHILLIPS SCREW
DRIVERS>
3 UNKNOWN O <VARIOUS SIZED S&K FLAT BLADE
SCREW DRIVERS>
3 $6.00 O <CHISEL SCREW DRIVERS>
1 $8.29 O <1" ACE WOOD CHISEL>
1 $11.25 O <CARBORATOR SCREW DRIVER>
2 UNKNOWN O <VARIOUS SIZED KLEIN FLAT BLADE
SCREW DRIVER>
1 $13.44 O <WISS-TIN SNIPS>
3 UNKNOWN O <S&K, EASCO,BLACKHAWK-PLIERS>
5 UNKNOWN O <2S&K,3CHANNEL LOCK-CHANNEL LOCKS>
1 UNKNOWN O <CHANNEL LOCK-SIDE CUTS>
TOOL
4 UNKNOWN O <CHANNEL LOCK-NEEDLE NOSE PLIERS>
2 UNKNOWN O <STANLEY, CHANNEL LOCK-LINEMAN PLIERS>
4 UNKNOWN O <VISE GRIP-VISE GRIPS>
6 UNKNOWN O <1/4"drive VARIOUS SIZED S&K
DEEPWELL SOCKETS>
9 UNKNOWN O <1/4"drive VARIOUS SIZED S&K
DEEPWELL METRIC SOCKETS>
5 UNKNOWN O <1/4"drive VARIOUS SIZED S&K
TOREX SOCKETS>
8 UNKNOWN O <3/8"drive VARIOUS SIZED S&K
DEEPWELL METRIC SOCKETS>
9 UNKNOWN O <3/8"drive VARIOUS SIZED S&K DEEPWELL
SOCKETS>
2 UNKNOWN O <3/8"drive DIFFERENT SIZED S&K
DEEPWELL SWIVEL SOCKETS>
8 UNKNOWN O <3/8"drive VARIOUS SIZED S&K SOCKETS>
9 UNKNOWN O <3/8"drive VARIOUS SIZED S&K METRIC
SOCKETS>
10 UNKNOWN O <3/8"drive VARIOUS SIZED S&K CROWS FEET>
11 UNKNOWN O <3/8"drive VARIOUS SIZED S&K METRIC
CROWS FEET>
4 UNKNOWN O <3/8"drive VARIOUS SIZED S&K TOREX
SOCKETS>
1 UNKNOWN O <3/8"drive S&K SWIVEL ADAPTOR>
7 UNKNOWN O <3/8" drive VARIOUS SIZED S&K
EXTENTIONS>
2 UNKNOWN O <3/8"drive S&K RACHETS>
1 UNKNOWN O <3/8"drive SNAP-ON BREAKER BAR>
16 UNKNOWN O <3/8"drive VARIOUS SIZED S&K ALLEN
WRENCHES>
15 UNKNOWN O <1/2"drive VARIOUS SIZED S&K SOCKETS>
1 UNKNOWN O <1/2"drive S&K SWIVEL ADAPTOR>
3 UNKNOWN O <1/2"drive VARIOUS SIZED S&K EXTENTIONS>
2 UNKNOWN O <1/2"drive S&K RACHETS>
1 UNKNOWN O <1/2"drive S&K BREAKER BAR>
4 UNKNOWN O <VARIOUS SIZED S&K LINE WRENCHES>
6 UNKNOWN O <VARIOUS SIZED S&K METRIC LINE WRENCHES>
3 UNKNOWN O <VARIOUS SIZED S&K RATCHETING BOX-END
WRENCHES>
3 UNKNOWN O <VARIOUS SIZED S&K RATCHETING
BOX-END METRIC WRENCHES>
TOOL
1 $6.70 O <1/4" NRT GRIP CHUCH-TIRE INFLATTER>
6 UNKNOWN O <VARIOUS SIZED XCELIT NUT DRIVERS>
1 $33.14 O <TITANIUM DRILL BIT>
1 7.86 O <BIT HOLDER>
1 284.75 O CRAFTSMAN 12 DRAWER ROLL-A-WAY
(G&B 07) {inside}
22 UNKNOWN O {VARIOUS SIZED S&K COMBINATION
WRENCHES}
13 UNKNOWN O {VARIOUS SIZED S&K METRIC COMBINATION
WRENCHES}
3 UNKNOWN O {VARIOUS SIZED S&K OPEN END WRENCHES}
13 UNKNOWN O {VARIOUS SIZED S&K METRIC OPEN
END WRENCHES}
2 UNKNOWN O {VARIOUS SIZED SNAP-ON BOX END
WRENCHES}
3 UNKNOWN O {VARIOUS SIZED S&K BOX END WRENCHES}
8 UNKNOWN O {VARIOUS SIZED PROTO CMBINATION WRECHES}
1 $22.99 O {MAGLITE 2 CELL}
1 $19.99 O {STANLEY 4lb HAMMER}
2 $12.50 O {LISLE BRAKE WRENCHES}
1 $9.88 O {MILTON RUBBER TIP BLOW GUN pneumatic}
1 UNKNOWN O {INGERSOLL-RAND pneumatic sander (1Q8)}
1 UNKNOWN O {FLORIDA pneumatic utility cut off
tool (067324)}
1 UNKNOWN O {CRESTOLOY 15" CRESENT WRENCH}
3 UNKNOWN O {RIDGE 1-10", 2-18" PIPE WRENCHES}
1 UNKNOWN O {PROTO PICKLE FORK}
1 UNKNOWN O {K-D BRAKE ADJUSTMENT TOOL}
1 UNKNOWN O {PROTO HACK SAW}
4 UNKNOWN O {2-K-D, 1-S&K, 1-CHANNEL-SNAPRING PLIERS}
1 UNKNOWN O {K-D BRAKE PLIERS}
2 UNKNOWN O {S&K BALLPEIN HAMMERS}
3 UNKNOWN O {S&K SOFT FACE HAMMERS}
1 UNKNOWN O {PROTO BRASS HAMMER}
ROLL-A
2 UNKNOWN O {PROTO PINCH BARS (2130) (2126)}
1 UNKNOWN O {NICHOLSON 14" MILL BASTARD FILE}
1 UNKNOWN O {NICHOLSON 14" BASTARD FILE}
1 UNKNOWN O {PROTO 86A-1/4 CHISEL}
6 UNKNOWN O {VARIOUS SIZED PROTO PUNCHES}
1 UNKNOWN O {3/8" CHICAGO PNEUMATIC air
drill (1105A009)}
1 $79.95 O {1/2"drive CHICAGO PNEUMATIC air
impact wrench black (93203B)}
1 UNKNOWN O {1/2"drive CHICAGO PNEUMATIC air
impact wrench {G&B 013)}
1 UNKNOWN O {1/2"drive UTICA TORQUE WRENCH
(TCI-I50FRN)}
10 UNKNOWN O {1/2"drive VARIOUS SIZED S&K
DEEPWELL IMPACT SOCKETS}
8 UNKNOWN O {1/2"drive VARIOUS SIZED S&K METRIC
DEEPWELL IMPACT SOCKETS}
13 UNKNOWN O {1/2"drive VARIOUS SIZED S&K IMPACT
SOCKETS}
9 UNKNOWN O {1/2"drive VARIOUS SIZED S&K METRIC
IMPACT SOCKETS}
10 UNKNOWN O {1/2"drive VARIOUS SIZED S&K
DEEPWELL SOCKETS}
13 UNKNOWN O {1/2"drive VARIOUS SIZED S&K
METRIC SOCKETS}
3 UNKNOWN O {1/2"drive S&K IMPACT
EXTENTIONS 1-3", 1-6", 1-10"}
1 UNKNOWN O {PROTO IMPACT ADAPTOR 3/4"x1/2"
(7653)}
1 UNKNOWN O {3/4"drive CHICAGO PNEUMATIC air
impact wrench (9167A0288)}
23 UNKNOWN O {3/4"drive S&K SOCKETS}
2 UNKNOWN O {3/4"drive S&K EXTENTIONS 1-4", 1-14"}
1 UNKNOWN O {3/4"drive S&K T HANDLE}
1 UNKNOWN O {3/8"drive CHICAGO PNEUMATIC air
ratchet (G&B 012)}
1 UNKNOWN O {3/8"drive S&K TORQUE WRENCH (74025)}
1 UNKNOWN O WESTINGHOUSE 20hp AIR COMPRESSOR
(139020)
1 UNKNOWN O INGERSOLL-RAND 20hp AIR COMPRESSOR
(7217409)
1 $300.00 O HONDA PUSH MOWER IN BOX (HRS21)
1 $80.00 O VIKING FLOOR JACK (G&B 05)
1 $25.00 O GENIE 5Gal. wet/dry vac (G&B 014)
GARAGE
1 $64.95 O CHICAGO PNEUMATIC air sander
(3155L684)
1 $49.76 O 9" MASON DRILL BIT
1 $119.99 O WERNER-6' FIBERGLASS SYEP LADDER
2 $43.28 O LUDELL-8lb SLEDGE HAMMERS
1 $15.99 O BENT-36" ALUMINUM LEVEL
1 $92.40 O ORANGE DOLLY (G&B 026)
1 $179.95 O BN'S TRIC GUN FASTENER (1045)
1 $8.00 O CURRANT INDECATOR
1 $5.95 O JJ WELDING GOGGLES
2 $2.78 O SHURLITE STRIKERS
1 UNKNOWN O 50ft LENTH OF PRESSURE WASHER HOSE
2 UNKNOWN O EAGEE 2Gal.GAS CANS
1 UNKNOWN O K-D 3ARM PULLER
1 UNKNOWN O OTC 2ARM PULLER (927)
2 UNKNOWN O HERBRAND 2ARM PULLER (825H)
1 UNKNOWN O OTC 2ARM PULLER (943D)
4 UNKNOWN O OTC PULLER ARM EXTENDERS (938PB)
1 UNKNOWN O OTC 2ARM PULLER (894P)
2 UNKNOWN O VISE-GRIP WELDING PLIERS
2 UNKNOWN O STRATO-FLARE (219)
3 UNKNOWN O MISC. HYROLIC CYLINDERS
1 UNKNOWN O GAS FUNNEL
1 UNKNOWN O PROPANE TORCH HEAD
1 UNKNOWN O LENK SOLDERING GUN (LG400-6946)
1 UNKNOWN O ACYTALENE CUTTING TORCH SET
1 UNKNOWN O HONDA LEVER COMP. BRAKE
1 UNKNOWN O K-TOOL TEST LIGHT
1 UNKNOWN O 8ft JUMPER
GARAGE
1 UNKNOWN O DROP LIGHT SHIELD
7 UNKNOWN O CHAIN CLEVIS
1 UNKNOWN O 3ft. BOLT CUTTERS
4 UNKNOWN O PICKERS TRASH
COMSUMABLES IN TOOL CRIB
52 UNKNOWN O STATE-PENETRATING OIL 20oz.
CANS
7 UNKNOWN O STATE-GRS SPRAY GREASE 16oz.
CANS
24 UNKNOWN O ZEP-PLS SPRAY LUBRICANT 18oz.
CANS
[reorder at 8] UNKNOWN
14 UNKNOWN O STATE-SSD CHLORO-SOLV 20ozCANS
[reorder at 8] UNKNOWN
19 UNKNOWN O CSC-CARBO CARBORATOR CLEANER
13oz. CANS UNKNOWN
21 UNKNOWN O STATE-ACT STARTING FLUID
10oz. CANS UNKNOWN
13 UNKNOWN O ZEP-BATTERY CARE 19oz. CANS
[reorder at 2] UNKNOWN
4 UNKNOWN O NCH-FIX-ALL GLUE/SEALER
4oz. TUBES UNKNOWN
32 UNKNOWN O STATE-OFF DE-ICER 13oz. CANS UNKNOWN
11 UNKNOWN O STATE-ACC COIL CLEANER
18oz. CANS UNKNOWN
16 UNKNOWN O STATE-SPW-SPRAY WAX 19oz.
CANS UNKNOWN
12 UNKNOWN O STATE- PUMMEL HAND
CLEANER 1gal. UNKNOWN
11 UNKNOWN O HASTING OIL FILTERS (LF115)
[reorder at 1] UNKNOWN
3 UNKNOWN O HASTING OIL FILTER (LF225)
[reorder at 1] UNKNOWN
3 UNKNOWN O HASTING OIL FILTER (LF426)
[reorder at 1] UNKNOWN
6 UNKNOWN O AC OIL FILTER (PF1031A)
[reorder at 1] UNKNOWN
2 UNKNOWN O FRAM OIL FILTER (PH3567)
[reorder at 1] UNKNOWN
2 UNKNOWN O FRAM OIL FILTER (PR3908)
[reorder at 1] UNKNOWN
4 UNKNOWN O HASTING FUEL FILTER (FF896)
[reorder at 1] UNKNOWN
6 UNKNOWN O HSTING OIL FILTER (142A)
[reorder at 1] UNKNOWN
8 UNKNOWN O HASTING OIL FILTER (117)
[reorder at 1] UNKNOWN
4 UNKNOWN O KUBOTA HYDROLIC FILTER
(66021-36060) [reorder at 1] UNKNOWN
6 UNKNOWN O KUBOTA OIL FILTER (70000-
15241) [reorder at 1] UNKNOWN
CONSUMABLES
2 UNKNOWN O FORD OIL FILTER (E7NN6714-AA)
[reorder at 1] UNKNOWN
3 UNKNOWN O PERKINS FUEL FILTER (130366020)
[reorder at 1] UNKNOWN
2 UNKNOWN O PERKINS OIL FILTER (140516130)
[reorder at 1] UNKNOWN
2 UNKNOWN O ISUZU OIL FILTER (8-97049282)
[reorder at 1] UNKNOWN
10 UNKNOWN O ISUZU FUEL FILTER
(8-944147961) [reorder at 1] UNKNOWN
18 UNKNOWN O ISUZU COOLANT FILTER
(8-944637150)
[reorder at 1] UNKNOWN
19 UNKNOWN O ISUZU OIL FILTER
(8-943604190) [reorder at 1] UNKNOWN
3 UNKNOWN O WAGNER BRAKE FLUID
32oz. CANS [as needed] UNKNOWN
9 UNKNOWN O HAVOLINE ATF TRANS-FLUID
1qt. CANS [as needed] UNKNOWN
1 UNKNOWN O KUBOTA UDT OIL 1gal.
[as needed] UNKNOWN
3 UNKNOWN O HASTING AIR FILTER (AF897)
reorder at 1] UNKNOWN
2 UNKNOWN O DONALDSON AIR FILTER
(301-21402-5590-50) reorder
at 1] UNKNOWN
3 UNKNOWN O ISUZU AIR FILTER
reorder at1] UNKNOWN
1 UNKNOWN O HASTING AIR FILTER (AF828)
reorder at 1] UNKNOWN
1 UNKNOWN O HASTING AIR FILTER (AF140)
reorder at1] UNKNOWN
1 UNKNOWN O HASTING AIR FILTER (AF278)
reorder at1] UNKNOWN
2 UNKNOWN O HASTING AIR FILTER (AF276)
reorder at 1] UNKNOWN
3 UNKNOWN O KUBOTA AIR FILTER
(1585211080) reorder at1] UNKNOWN
5 UNKNOWN O DONALDSON AIR FILTER
(EXP182052) reorder at 1] UNKNOWN
11 UNKNOWN O ANCO WIPER BLADE (29-18)
reorder at 2] UNKNOWN
2 UNKNOWN O STEER-KLEER WINDSHIELD
WASHER FLUID [as needed] UNKNOWN
5 UNKNOWN O HAPCO COOLING FLUSH 16oz. CAN
reorder at @] UNKNOWN
1 UNKNOWN O G-P DISTRIBUTOR CAP
[as needed] UNKNOWN
22
PAIR UNKNOWN O IMPACT RUBBER GLOVES (8430)
reorder at 3 pair] UNKNOWN
12 UNKNOWN O MEYER EYE BOLT WITH NUT
(09124) reorder at 2] UNKNOWN
3 UNKNOWN O MEYER HINGE PIN KIT (08562)
reorder at 2] UNKNOWN
15 UNKNOWN O MEYER PLOW SPRING
reorder at 4] UNKNOWN
1 UNKNOWN O MEYER TURN CYLINDER
reorder at1] UNKNOWN
CONSUMABLES IN TOOL CRIB CONTINUED
2 UNKNOWN O MEYER PLOW MOTOR (M4000)
reorder at 2] UNKNOWN
1 UNKNOWN O MEYER HYDROLIC HOSE
reorder at 2] UNKNOWN
1 UNKNOWN O DA PLOW LIGHT (72-5531)
as needed] UNKNOWN
1 UNKNOWN O MEYER PLOW TIPS (09916)
as needed] UNKNOWN
2 UNKNOWN O VERMONT 7 1/4" SAW BLADE
as needed] UNKNOWN
2 UNKNOWN O VERMONT 10" SAW BLADE
as needed] UNKNOWN
1 UNKNOWN O MAKITA 14" SAW BLADE
as needed] UNKNOWN
12 UNKNOWN O MACCO LIQUID NAILS
10oz. TUBES as needed] UNKNOWN
2 $2.00 O TRANSMISSION FUNNELS 12/93
3 UNKNOWN O ZEP-DOUBLE PLAY HANS SOAP
1gal. reorder at 2] UNKNOWN
4 UNKNOWN O AMOCO-2 CYCLE OIL 1qt. CANS
reorder at 3] UNKNOWN
7 UNKNOWN O HONDA-LAWN MOWER BLADES
reorder at 3] UNKNOWN
6 UNKNOWN O FORD-HYDROLIC FILTER
(D8NN-B486-CA) reorder at 1] UNKNOWN
2 UNKNOWN O FORD-FUEL FILTER (39377261)
reorder at 1] UNKNOWN
1 UNKNOWN O AC-AIR FILTER (AC70CW)
reorder at 1] UNKNOWN
2 UNKNOWN O DIETZ-MIRROE HEAD (63-57001)
as needed] UNKNOWN
1 UNKNOWN O DIETZ-TRACTOR LIGHT (9-45601)
reorder at 1] UNKNOWN
5 UNKNOWN O SYLVANIA-SEALED BEAM LAMP
(4411) reorder at 2] UNKNOWN
1 UNKNOWN O 40lb. BOX WELDING RODS (6013)
as needed] UNKNOWN
2 UNKNOWN O CORONADO-SUR-PREP III
RUST REMOVER 1gal. as needed] UNKNOWN
50 UNKNOWN O 5" SANDING DISC
as needed] UNKNOWN
1 UNKNOWN O WAGNER-SEALED BEAM (6014)
reorder at 1] UNKNOWN
1 UNKNOWN O WAGNER-SEALED BEAM (650414)
reorder at 1] UNKNOWN
5 UNKNOWN O MEYER-HYDROLIC FLUID 1qt.
CANS (15134) reorder at 3] UNKNOWN
1 UNKNOWN O GATES-5/8"HEATER HOSE
(28401) box of 20ft.
as needed] UNKNOWN
1 UNKNOWN O GATES-3/4" HEATER HOSE
(28402) box of 20ft. as
needed] UNKNOWN
1 UNKNOWN O VERSALHEM-#13 ANTI-SEIZE
10oz. BOTTLE as needed] UNKNOWN
1 UNKNOWN O ZEP-REPAIR EPOXY TUBE
as needed] UNKNOWN
CONSUMABLES IN TOOL CRIB CONTINUED
1 UNKNOWN O PERMATEX-HIGHTACK ADHESIVE
1pt. CAN (#98D) as needed] UNKNOWN
1 UNKNOWN O PLOW BOLTS BOX 120aprox
as needed] UNKNOWN
1 UNKNOWN O DORMAN-3/8"x20' FUEL
LINE (501-120) as needed] UNKNOWN
11 $15.29 O GIBSON-SILICONIZED
ACRYLIC CAULK small tubes
as needed] 8/20/93
25 UNKNOWN O PEARL-7" RESIGN FIBRE DISC
reorder at 2] UNKNOWN
1 UNKNOWN O KESTER-ACID PASTE FLUS
16oz. (SP-30) as needed] UNKNOWN
4 UNKNOWN O SPITFIRE-PROPANE TANK
14oz. reorder at 2] UNKNOWN
1 UNKNOWN O KESTER-ACID CORE SOLDER 1lb.
as needed] UNKNOWN
6 UNKNOWN O HONDA-BLADE NUT ( 90304-6E8)
as needed] UNKNOWN
2 UNKNOWN O HONDA-THROTTAL CABLE
(54510VA2700) as needed] UNKNOWN
1 UNKNOWN O HOMELITE-COVER (ST145)
as needed] UNKNOWN
5 UNKNOWN O IDEAL-FLASHER (552)
as needed] UNKNOWN
12 UNKNOWN O AGS-BRAKE LIGHT BULB (1157)
as needed] UNKNOWN
8 UNKNOWN O WAGNER-RUNNING LIGHT
BULB (1156) as needed] UNKNOWN
1 UNKNOWN O BRAKE LIGHT SWITCH
as needed] UNKNOWN
3 UNKNOWN O TOGGLE SWITCH reorder at 2] UNKNOWN
8 UNKNOWN O MOTORCRAFT-SPARKPLUG
(AW5F42C) as needed] UNKNOWN
1 UNKNOWN O G-P ROTOR (FR107M)
as needed] UNKNOWN
1 UNKNOWN O G-P ROTPT (FR134)
as needed] UNKNOWN
4 UNKNOWN O HASTING-GAS FILTER )GF-103)
as needed] UNKNOWN
1 UNKNOWN O HASTING-GAS FILTER (GF-115)
as needed] UNKNOWN
1 UNKNOWN O HASTING-GAS FILTER (GF-6A)
as needed] UNKNOWN
8 UNKNOWN O PARTS MASTER-BATTERY
TERMINALS as needed] UNKNOWN
1 UNKNOWN O 300pc. SELF TAPPING SHEET
METAL SCREWW ASSORTMENT
as needed] UNKNOWN
1 UNKNOWN O 125pc. BRASS COMPRESSION
FITTING ASSORTMENT as needed] UNKNOWN
11 UNKNOWN O ATC-5amp BLADE FUSES
reorder at 3] UNKNOWN
10 UNKNOWN O ATC-10amp BLADE FUSES
reorder at 3] UNKNOWN
8 UNKNOWN O ATC-15amp BLADE FUSES
reorder at 3] UNKNOWN
7 UNKNOWN O ATC-20amp BLADE FUSES
reorder at 3] UNKNOWN
7 UNKNOWN O ATC-25amp BLADE FUSES
reorder at 3] UNKNOWN
4 UNKNOWN O ATC-30amp BLADE FUSES
as needed] UNKNOWN
3 UNKNOWN O ATC-40amp BLADE FUSES
as needed] UNKNOWN
20 UNKNOWN O WELDING SHIELD GLASS
as needed] UNKNOWN
1 UNKNOWN O 20ft. 1/8" COPPER
as needed] UNKNOWN
1 UNKNOWN O PARTS MASTER-2 1/4"
MUFFLER CLAMP {reorder at 2] UNKNOWN
4 UNKNOWN O PARTS MASTER-2 1/2"
MUFFLER CLAMP reorder at 2] UNKNOWN
3 UNKNOWN O FORD-TRACTOR BUCKET BOLTS
as needed] UNKNOWN
1 UNKNOWN O SMALL SCRUBBER SKIRTING
as needed] UNKNOWN
1 UNKNOWN O 10ft. 5/16" FUEL LINE
as needed] UNKNOWN
1 UNKNOWN O 3ft. 1/8" FUEL LINE
as needed] UNKNOWN
200 UNKNOWN O TY-WRAPS
reorder at 25] UNKNOWN
1 UNKNOWN O 100pc. FLAT HEAD SCREW
ASSORTMENT as needed] UNKNOWN
1 UNKNOWN O 50pc. METRIC BOLT & NUT
ASSORTMENT as needed] UNKNOWN
1 UNKNOWN O 100pc. SHEET METAL
SCREW ASSORTMENT as needed] UNKNOWN
1 UNKNOWN O 30pc. GREASE FITTING
ASSORTMENT as needed] UNKNOWN
1 UNKNOWN O 3M-150pc. ELECTRICAL
CONNECTOR ASSORTMENT as
needed] UNKNOWN
50 UNKNOWN O 1/4" LOCKING NUT [reorder
at 25] UNKNOWN
80 UNKNOWN O 5/16" LOCKING NUT [reorder
at 25] UNKNOWN
120 UNKNOWN O 3/8" LOCKING NUT [reorder
at 25] UNKNOWN
50 UNKNOWN O 7/16" LOCKING NUT
[reorder at 25] UNKNOWN
25 UNKNOWN O 1/2" LOCKING NUT
[reorder at 25] UNKNOWN
10 UNKNOWN O 9/16" LOCKING NUT
[reorder at 25] UNKNOWN
12 UNKNOWN O 5/8" LOCKING NUT
[reorder at 25] UNKNOWN
31 UNKNOWN O 1/4"x1/2" BOLT
[reorder at25] UNKNOWN
27 UNKNOWN O 1/4"x3/4" BOLT
[reorder at 25] UNKNOWN
28 UNKNOWN O 1/4"x1" BOLT
[reorder at 25] UNKNOWN
37 UNKNOWN O 1/4"x1 1/4" BOLT
[reorder at 25] UNKNOWN
42 UNKNOWN O 1/4"x1 1/2" BOL
[reorder at25] UNKNOWN
31 UNKNOWN O 1/4"x2" BOLT
[reorder at 25] UNKNOWN
30 UNKNOWN O 1/4"x2 1/2" BOLT
[reorder at25] UNKNOWN
26 UNKNOWN O 1/4"x3" BOLT
[reorder at 25] UNKNOWN
52 UNKNOWN O 1/4" NUT
[reorder at 25] UNKNOWN
45 UNKNOWN O 1/4" LOCKING WASHER
[reorder at 25] UNKNOWN
43 UNKNOWN O 1/4" FLAT WASHER
[reorder at 25] UNKNOWN
47 UNKNOWN O 1/4" FENDER WASHER
[reorder at 25] UNKNOWN
30 UNKNOWN O 5/16"x1/2" BOLT
[reorder at 25] UNKNOWN
22 UNKNOWN O 5/16"x3/4" BOLT
[reorder at 25] UNKNOWN
37 UNKNOWN O 5/16"x1" BOLT
[reorder at 25] UNKNOWN
42 UNKNOWN O 5/16"x1 1/4" BOLT
[reorder at 25] UNKNOWN
33 UNKNOWN O 5/16"x1 1/2" BOLT
[reorder at 25] UNKNOWN
36 UNKNOWN O 5/16"x2" BOLT
[reorder at 25] UNKNOWN
44 UNKNOWN O 5/16"x2 1/2" BOLT
[reorder at 25] UNKNOWN
28 UNKNOWN O 5/16"x3" BOLT
[reorder at 25] UNKNOWN
52 UNKNOWN O 5/16" LOCKING WASHER
[reorder at 25] UNKNOWN
60 UNKNOWN O 5/16" FLAT WASHER
[reorder at 25] UNKNOWN
63 UNKNOWN O 5/16" NUT
[reorder at 25] UNKNOWN
70 UNKNOWN O 5/16" FENDER WASHER
[reorder at 25] UNKNOWN
25 UNKNOWN O 3/8"x1/2" BOLT
[reorder at 25] UNKNOWN
29 UNKNOWN O 3/8"x3/4" BOLT
[reorder at 25] UNKNOWN
31 UNKNOWN O 3/8"x1" BOLT
[reorder at @%] UNKNOWN
28 UNKNOWN O 3/8"x1 1/4" BOLT
[reorder at 25] UNKNOWN
26 UNKNOWN O 3/8"x1 1/2" BOLT
[reorder at 25] UNKNOWN
32 UNKNOWN O 3/8"x2" BOLT
[reorder at 25] UNKNOWN
33 UNKNOWN O 3/8"x2 1/2" BOLT
[reorder at 25] UNKNOWN
25 UNKNOWN O 3/8"x3" BOLT
[reorder at 25] UNKNOWN
56 UNKNOWN O 3/8" NUT
[reorder at 25] UNKNOWN
61 UNKNOWN O 3/8" LOCKING WASHER
[reorder at 25] UNKNOWN
53 UNKNOWN O 3/8" FLAT WASHER
[reorder at 25] UNKNOWN
67 UNKNOWN O 3/8" FENDER WASHER
[reorder at 25] UNKNOWN
26 UNKNOWN O 7/16"x1/2" BOLT
[reorder at 25] UNKNOWN
29 UNKNOWN O 7/16"x3/4" BOLT
[reorder at 25] UNKNOWN
28 UNKNOWN O 7/16"x1" BOLT
[reorder at 25] UNKNOWN
30 UNKNOWN O 7/16"x1 1/4" BOLT
[reorder at 25] UNKNOWN
32 UNKNOWN O 7/16"x1 1/2" BOLT
[reorder at 25] UNKNOWN
25 UNKNOWN O 7/16"x2" BOLT
[reorder at 25] UNKNOWN
27 UNKNOWN O 7/16"x2 1/2" BOLT
[reorder at 25] UNKNOWN
20 UNKNOWN O 7/16"x 3" BOLT
[reorder at 25] UNKNOWN
47 UNKNOWN O 7/16" NUT
[reorder at 25] UNKNOWN
52 UNKNOWN O 7/16" LOCKING WASHER
[reorder at 25] UNKNOWN
63 UNKNOWN O 7/16" FLAT WASHER
[reorder at 25] UNKNOWN
59 UNKNOWN O 7/16" FENDER WASHER
[reorder at 25] UNKNOWN
18 UNKNOWN O 1/2"x1/2" BOLT
[reorder at 25] UNKNOWN
21 UNKNOWN O 1/2"x3/4" BOLT
[reorder at 25] UNKNOWN
26 UNKNOWN O 1/2"x1" BOLT
[reorder at 25] UNKNOWN
30 UNKNOWN O 1/2"x 1 1/4" BOLT
[reorder at 25] UNKNOWN
22 UNKNOWN O 1/2"x1 1/2" BOLT
[reorder at 25] UNKNOWN
30 UNKNOWN O 1/2"x2" BOLT
[reorder at 25] UNKNOWN
27 UNKNOWN O 1/2"x2 1/2" BOLT
[reorder at 25] UNKNOWN
25 UNKNOWN O 1/2"x3" BOLT
[reorder at 25] UNKNOWN
52 UNKNOWN O 1/2" NUT
[reorder at 25] UNKNOWN
60 UNKNOWN O 1/2" LOCKING WASHER
[reorder at 25] UNKNOWN
53 UNKNOWN O 1/2" FLAT WASHER
[reorder at 25] UNKNOWN
CONSUMABLES IN TOOL CRIB CONTINUED
43 UNKNOWN O 1/2" FENDER WASHER [reorder
at 25] UNKNOWN
COMSUMABLES IN REST OF MAINTENANCE GARAGE
95gal.VARIOUS O scJOHNSON J-SHOP 600 DEGREASER
[reorder at 25gal.] VARIOUS
10 VARIOUS O 32gal. TRASH CANS
[as needed VARIOUS
5 VARIOUS O 20gal. TRASH CANS
[as needed] VARIOUS
9 VARIOUS O 10gal. TRASH CANS
[as needed] VARIOUS
45gal.VARIOUS O DIFFERENT COLOR PAINT OIL
BASE [as needed] VARIOUS
65gal.VARIOUS O CORONADO- YELLOW STRIPPING
PAINT [as needed] VARIOUS
20gal.VARIOUS O CORONADO- WHITE STRIPPING
PAINT [as needed] VARIOUS
10gal.VARIOUS O CORONADO- BLUE STRIPPING PAINT
[as needed] VARIOUS
9gal. VARIOUS O CORONADO- BLACK STRIPPING
PAINT [as needed] VARIOUS
4gal. UNKNOWN O FORMULA 721 SE-LECT WEED
CONTROL [as needed] UNKNOWN
45gal.VARIOUS O MOBIL 10W-30 SUPER HP
MOTOR OIL [as needed] VARIOUS
30gal.VARIOUS O TEXACO-ANTI-FREEZE COOLANT
[as needed] VARIOUS
35gal.VARIOUS O TEXACO-HYDROLIC OIL RANDO
HD 46 [as needed] VARIOUS
30gal.VARIOUS O MOBIL-GEAR LUBRICANT
[as needed] VARIOUS
30ft.VARIOUS O EDGE GUARD
[as needed] UNKNOWN
4 UNKNOWN O ROLLS WEED GUARD
[as needed] UNKNOWN
GROUNDS & BUILDING MAINTENANCE - NEW MAINTENANCE AREA G BUILDING
1 UNKNOWN O MAGIC CHEF FRIDGE (RA12A6) UNKNOWN
1 UNKNOWN O WOOD ROUND TABLE 54" Dia.
(G&B 26) UNKNOWN
1 $2,042 O ROBBY VS3000 with cart
(5529) 1/6/94
1 UNKNOWN O ADVANCE CONVERTAMATIC 38
(288492) UNKNOWN
CONSUMABLES IN STORAGE
ROOMS #1 & #2
25cs. $33.60ea. O GENERATION II ROLL TISSUE
(135-02) [reorder at 25cs.] VARIOUS
8cs. VARIOUS O TWINSAVOR TOILET PAPER (162) VARIOUS
12cs. $23.52ea. O NATURAL ROLL TOWELS (283-32)
[reorder at 15cs.] VARIOUS
8cs. VARIOUS O EMBOSSED ROLL TOWELS (2720) VARIOUS
CONSUMABLES IN STORAGE ROOMS #1 & #2 CONTINUED
2cs. $17.50ea. O C-FOLD TOWELS
[reorder at 1cs.] VARIOUS
1cs. $54.04ea. O TOILET PAPER SMALL ROLLS
[reorder at 1cs.] VARIOUS
31cs. VARIOUS O CAFE TRAYS (12"x16" -
24PER CASE)
[as needed] VARIOUS
23cs. $15.00ea. O TRASH LINERS (40"x48")
[reorder at 15cs.] VARIOUS
4cs. $16.25ea. O TRASH LINERS (24"x33")
[reorder at 10cs.] VARIOUS
10un. $370.76 O scJOHNSON VICTRA FLOOR WAX
(5gal. units)
[reorder at 2 units] 1/7/94
6 UNKNOWN O BROOMS
[as needed] UNKNOWN
8 VARIOUS O DUST PANS
[as needed] VARIOUS
3cs. VARIOUS O MOP HEADS (24")
[reorder at 1cs.] VARIOUS
4cs. VARIOUS O MOP HEADS (20")
[reorder at 1cs>] VARIOUS
10cs. VARIUOS O WHITE BUFFING PADS (17")
[reorder at 1cs.] VARIOUS
4cs. VARIOUS O BLACK BUFFING PADS (17")
[reorder at 1cs.] VARIOUS
3cs. VARIOUS O RED BUFFING PADS (13")
[reorder at 1cs.] VARIOUS
8cs. VARIOUS O RED BUFFING PADS (12")
[reorder at 1cs.] VARIOUS
8cs. VARIOUS O URINAL PARA BLOCKS
(12 per cs.) [as needed] VARIOUS
30 VARIOUS O BOTTLES BOWL CLEANER
[reorder at 10] VARIOUS
21 VARIOUS O BOTTLE GLASS CLEANER
[reorder at10] VARIOUS
18 VARIOUS O CAN GLASS CLEANER (19oz.)
[reorder at 10] VARIOUS
8 VARIOUS O CAN CHEWING GUM REMOVER
[reorder at 5] VARIOUS
12 VARIOUS O HAND SOAP (1gal.units) VARIOUS
4cs. $50.00ea. O SANIFRESH HAND SOAP
[reorder at 5] VARIOUS
3 VARIOUS O BRASSO 1gal. UNITS
[reorder at 1] VARIOUS
2 UNKNOWN O BOXES WAXED PAPER LINER
[as needed] VARIOUS
10 $3.79ea. O CAN FLYING INSECT KILLER
[as needed] VARIOUS
29 $17.60ea. O WIPEOUT GRAFFITI REMOVER
(32oz.) [reorder at 10] VARIOUS
5 UNKNOWN O CAN GRAFFITI REMOVER VARIOUS
AUDITORIUM STORAGE ROOM IN KITCHEN
1 UNKNOWN O DAYTON FLOR BUFFER
(53C8-6107-1G) UNKNOWN
1 UNKNOWN O CLARKE SHAMPOOER (0J2559) UNKNOWN
O'BRIENS STORAGE AREA
B-BUILDING TUNNEL
1 UNKNOWN O ROYOLT TABLE SAW (725884-
9211) UNKNOWN
1 $1,000 O ADVANCE WHIRLAMATIC 2500
high speed buffer (274225) UNKNOWN
1 UNKNOWN O ADVANCE CONVERTAMATIC 31A
(278391) UNKNOWN
1 UNKNOWN O ADVANCE 36 VOLT BATTERY
CHARGER (07-88) UNKNOWN
5 UNKNOWN O PATIO TABLES (G&B 70, 71,
72, 73, 74) UNKNOWN
16 UNKNOWN O PATIO CHAIRS (G&B 75, 76,
77, 78, 79, 80, 81, 82, 83,
84, 85, 86, 87, 88, 89, 90) UNKNOWN
CONSUMABLES IN O'BRIENS
840 $3.39ea. O CEILING TILE 2'x4' (TMV-197)
[as needed] VARIOUS
23 $4.02ea. O CEILING TILE 2'x4' (VTS897)
[as needed] 11/93
4 UNKNOWN O LARGE TRASH CANS
[as needed] UNKNOWN
6 UNKNOWN O SMALL TRASH CANS
[as needed] UNKNOWN
30 UNKNOWN O PEC. CEILING TILE 2'x2' (704A)
[as needed] UNKNOWN
44 $15.15ea. O 100lb. BARRELS ICE MELTER
[as needed] {SEASONAL} VARIOUS
50 $10.54ea. O 80lb. BAGS ICE MELTER
y [as needed] {SEASONAL} VARIOUS
OLD BANK STORAGE AREA GROUND
LEVEL B-BUILDING
1 UNKNOWN L HYDRO-MAX RETRIEVER (5010) UNKNOWN
1 UNKNOWN O HYDRODYNE B46 (A24B21MD) 5/1981
1 $2,961 O 1959 WORTHINGTON #75 PORTABLE
AIR COMPRESSOR ON TRAILER
(478655) 1/1959
1 UNKNOWN O KOHLER PAINTER STRIPPER
(30449D) UNKNOWN
1 UNKNOWN O DRADEM SALT SPREADER (29314
K65A) UNKNOWN
1 UNKNOWN O ADVANCE ROAMER goat (G&B 03) UNKNOWN
1 UNKNOWN O MEYERS WATER TANK GREEN
(G&B 020) UNKNOWN
1 UNKNOWN O WATER TANK SMALL ROLLINR
(G&B 021) UNKNOWN
CIVIL DEFENCE STORAGE AREA
E-BUILDING
1 UNKNOWN O 500gal. WATER TANK (9847) UNKNOWN
74 UNKNOWN O BARREL BARRICADE orange &
white UNKNOWN
CIVIL DEFENSE STORAGE AREA CONTINUED
2 UNKNOWN O 8ft. TRACTOR PLOW (G&B 017,
018) UNKNOWN
1 UNKNOWN O 12ft. 1989 FORD SNOW PLOW UNKNOWN
CARPENTER'S SHOP (OLD POST
OFFICE) F-BUILDING
70 UNKNOWN O ORANGE PARKING CONES UNKNOWN
29 UNKNOWN O SAW HORSE BARRICADES UNKNOWN
INVENTORY ADDED OR DELETED IN 1993
NORTHLAND CENTER OFFICE
Reason If
Date Purchased Date Sold,
Pur- Purchase or Dis- Dis- Dollar
chased Price Description of Equipment posed of posed Amount
1/90 $1,800 IBM PC/XT (#N55399455160) Inoperable 1/93
1/90 $3,200 IBM Proprinter XL-24 Inoperable 2/93
1/90 $2,200 IBM Proprinter XL-24 Inoperable 2/93
2/86 $1,850 Panasonic KX-P1624 Printer Inoperable 2/93
1/90 $1,000 Gold Key Computer Inoperable 2/93
1/90 $1,800 Leading Edge Computer Inoperable 2/93
1/90 $500 Epson LQ1500 Printer Inoperable 2/93
2/92 $30 Cannon P2-DX calculator Inoperable 12/93
91 Unknown Xerox 5052 copier Traded in 9/93
3/93 $26,219 AT&T Merlin Legend Phone Sys.
1/93 $35 Cannon P2-DX Calculator
1/93 $45 Texas Instrument Calculator
Model 5032A
1/90 $1,250 HP Laserjet Printer (JB0001574)
9/93 636/MTH Xerox 5350 copier s/n 0R(=201459
9/93 $1,225 Custom Design systems Hard drive
12/93 $1,225 Custom Design systems Hard drive
10/93 $729 HP Laserjet 4L printer (USVB378660)
1/90 $1,800 IBM PC/XT (#N55399455160) Inoperable 1/93
1/90 $3,200 IBM Proprinter XL-24 Inoperable 2/93
1/90 $2,200 IBM Proprinter XL-24 Inoperable 2/93
2/86 $1,850 Panasonic KX-P1624 Printer Inoperable 2/93
1/90 $1,000 Gold Key Computer Inoperable 2/93
1/90 $1,800 Leading Edge Computer Inoperable 2/93
1/90 $500 Epson LQ1500 Printer Inoperable 2/93
INVENTORY DELETED IN 1993
MALL: NORTHLAND CENTER #752
Date Purchased Date Sold,
Pur- Purchase or Dis- Dis- Dollar
chased Price Description of Equipment posed of posed Amount
UNKNOWN UNKNOWN Steiner Tractor with
deck, plow, cab. unrepair- 10/93 $500
able
Unknown Unknown Old storage cabinet unusable 10/93 $10
Unknown Unknown Old tool chest warn out 12/9/93 $10
EXHIBIT D
BROOKDALE LETTER AGREEMENT
Equitable Real Estate Shopping Centers L.P.
c/o Mr. Paul Abbott
President
Midwest Centers Inc.
388 Greenwich Street, 28th Floor
New York, NY 10013
RE: Brookdale Center in Brooklyn Center, Minnesota
Gentlemen:
This letter agreement is intended to evidence modifications to that
certain Promissory Note dated December 30, 1986 (the "Brookdale Note") made by
Equitable Real Estate Shopping Centers L.P., a Delaware limited partnership
(the "Partnership") to the order of The Equitable Life Assurance Society of
the United States ("Equitable") in the original face amount of $15,175,000.00
secured by a Combination Mortgage, Security Agreement and Fixture Financing
Statement dated December 30, 1986 and recorded in the Minnesota Recorder's
Office on January 16, 1987 as Document No. 1794660 (the "Brookdale Mortgage")
on the Brookdale Center in Brooklyn Center, Minnesota, ("Brookdale") and the
related security documents (collectively, together with the Brookdale Note,
the Brookdale Mortgage, and all other documents evidencing or securing the
Brookdale Note, the "Brookdale Loan Documents"). The Brookdale Loan
Documents, notwithstanding any other terms therein, are hereby modified to
permit a sale of Brookdale by the Partnership to an unaffiliated third party
without the necessity of obtaining the consent of Equitable, without the
necessity of depositing Eligible Collateral in the Defeasance Account (as each
such term is defined in the Brookdale Mortgage), and without the payment of
any prepayment penalty or other premium and to specifically permit a voluntary
prepayment of the Brookdale Note in full, provided that on the closing of the
sale of Brookdale the Partnership pays to Equitable an amount equal to the sum
of (i) the outstanding original principal balance on the Brookdale Note, (ii)
all accrued and unpaid interest on the Brookdale Note as of such date of
payment (and not the amount due on June 30, 1995, the maturity date) (the sum
of (i) and (ii) in this sentence shall be the "Accrued Value"), and (iii) a
Defeasance Fee (as hereinafter defined). In the event that the date of
payment is not either June 30 or December 31, then the accrued interest in
(ii) above shall be calculated on a per diem basis as the sum of (a) the
amount set forth in "Column B" of the Brookdale Note for the period ending
closest to but prior to the date of payment, together with (b) interest on a
per diem basis without compounding at the rate set forth in "Column 1" for the
period from and after the last day of the period described in clause (a) to
and including such date of payment. An "unaffiliated third party" shall be
any entity other than the Partnership, Midwest Centers Inc. (formerly Shearson
ESC/GP Inc.), Lehman Brothers, Inc., Shearson Lehman Brothers, Inc. or any
entity controlling, controlled by, or under common control with, the
Partnership, Midwest Centers Inc., Lehman Brothers, Inc., or Shearson Lehman
Brothers, Inc. at any time from and after December 30, 1986 or any officer,
director, or employee of any of the foregoing.
The defeasance fee ("Defeasance Fee") for purposes of this Agreement
shall be calculated as follows: (i) if the Sale Price (as hereinafter defined)
is equal to or less than $45,000,000.00, then the Defeasance Fee is waived and
equal to zero dollars ($0); but (ii) if the Sale Price is in excess of
$45,000,000.00, then the Defeasance Fee is an amount equal to the lesser of
(A) (75% * (Sale Price - $45,000,000.00)), or (B) the Tentative Defeasance Fee
(as hereinafter defined). For purposes of this Agreement the "Tentative
Defeasance Fee" shall be equal to the positive difference between (a) the net
present value of the amount due on the Brookdale Note at maturity discounted
at the Treasury Constant Maturity Rate and (b) the Accrued Value. The
"Treasury Constant Maturity Rate" shall mean the percentage interest rate
earned on U.S. Treasury zero coupon financial obligations having a maturity
closest to (but not less than) June 30, 1995. "Sale Price" shall mean the
gross sale price paid including the amount of any contingency payments or
holdbacks paid to the Partnership less prorations, closing adjustments, and
reasonable and customary selling costs (including a fee to Lehman Brothers,
Inc. in an amount equal to 0.875% of the total contract sales price, but in no
event exceeding $425,000.00) and any deed transfer tax. The Sale Price shall
not include any payments payable to and received by the Partnership from
tenants or parties to reciprocal easement agreements, including without
limitation, the Carson's payment of $1,250,000.00 to the extent such payments
are transferred to the new purchaser of Brookdale. To the extent such
payments are not transferred to the new purchaser of Brookdale, the Sale Price
shall include the amount of such payments. If the Sale Price includes any
consideration other than cash, such as stock or securities, "Sale Price" shall
mean the closing sale or bid price of such stock or securities on the date of
the sale, or if no established trading market exists with respect to such
stock or securities on the date of the sale, "Sales Price" shall mean the fair
market value of such stock or securities as mutually estimated by the
Partnership and Equitable, or, if they are unable to mutually agree, as shall
be estimated by an independent arbitrator. In the event the parties cannot
agree on an independent arbitrator, the arbitrator shall be selected by the
chief executive officer of the National Association of Securities Dealers. In
the event that any consideration is not presently payable to the Partnership,
such as a promissory note or a holdback or stock subject to a restriction,
then the defeasance payments relating to such consideration shall be deferred
until the Partnership converts such consideration into cash currently
available to the Partnership and/or distributes such consideration to its
limited partners. To the extent any such consideration is restricted stock,
Equitable shall be entitled to receive as a credit against its defeasance
payment a pro-rata share of any cash dividends or cash distributions derived
from such stock, together with the first proceeds from any permitted sale of
such stock. The Sale Price shall not include the value of any concessions or
fees waived or foregone by Equitable Real Estate Investment Management, Inc.,
as the asset manager, the holder of the Brookdale Mortgage, Equitable, or its
affiliates.
As an example of the above, assume that Brookdale was sold on November
15, 1994, for a Sale Price of $46,000,000.00 and payment of all sums was to be
by wire transfer on that date. Assume further that the yield on United States
Treasury Notes and zero coupon financial obligations maturing in June 1995
were both 4.90%. Then the Accrued Value as of November 15, 1994, would be (i)
$15,175,000.00 plus (ii) $16,844,319.00 [from Column B of the Note as of
6/30/94] + ((21.52% [from Column 1 of the Note after 7/1/94] * $15,175,000.00)
* 138/360 for a total of $33,271,155.33. The net present value of the amount
due on the Brookdale Note at maturity ($35,368,572.00) discounted for 7.5
months at 4.90% per annum is $34,303,895.18, so the Tentative Defeasance Fee
is ($34,303,895.18 - $33,271,155.33=) $1,032,739.85. The Defeasance Fee is
therefore the lesser of (A) (.75 * ($46,000,000.00 - $45,000,000.00))
$750,000.00 or (B) $1,032,739.85, which means the actual Defeasance Fee is
$750,000.00.
The Partnership acknowledges and agrees to the continuing authenticity
and enforceability of the Brookdale Loan Documents, and ratifies and confirms
the Brookdale Loan Documents in their entirety. The Partnership acknowledges
and agrees that with respect to the Brookdale Loan Documents it has no right
to setoff, recoupment, reduction, counterclaim or any other defense to payment
of the indebtedness evidenced by the Brookdale Loan Documents (the "Brookdale
Indebtedness"). The Partnership confirms that the Brookdale Loan Documents
shall remain in full force and effect as modified by this letter agreement
until the Brookdale Indebtedness is fully paid and discharged.
The Partnership acknowledges and agrees that the security interests and
liens granted to Equitable by the Partnership in the Brookdale Loan Documents
remain properly perfected, first and valid liens enforceable in accordance
with their terms, except as enforceability may be limited by (i) bankruptcy,
insolvency, moratorium, arrangement, liquidation, reorganization, readjustment
of debt, or other similar laws affecting the enforceability of the rights of
creditors generally, and (ii) the availability of equitable remedies,
including specific performance and injunctive relief.
Please indicate your agreement with the foregoing modifications by having
your duly authorized representative sign this letter agreement in the space
provided below.
SINCERELY,
THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
a New York corporation
By:
Name:
Title:
ACKNOWLEDGED AND AGREED:
EQUITABLE REAL ESTATE SHOPPING
CENTERS L.P.
a Delaware limited partnership
By: Midwest Centers Inc. (formerly Shearson ESC/GP Inc.),
general partner
By:
Name:
Title:
DEFS2\293060.6\026883-00605
EXHIBIT E
REAL ESTATE TAX PRORATION
TOTAL TAX EXPENSE
PROPERTY ID# 12/31/93
9962057000 37,689.05
2436-476-024 2,152,934.65
2436-476-023 14,050.27
2436-476-015 3,765.04
$2,208,439.01 (excludes
1993 county and school
taxes paid after
12/31/93)
Proration:
1. Partnership: $1,104,219.51
2. Equitable: $1,104,219.50
$2,208,439.01
EXHIBIT F-1
NORTHLAND CENTRAL RENTAL SUMMARY
(Sq.
Leasable Area Ft.) End Lease Minimum
Percent
Pri. Sec. GLA 1-31 Term Annual % Over
1010 SPECIALTY FOOD
713 GENERAL
NUTRITION 1,533 1,533 2001 10 45,990 7
SUBTOTAL 1,533 0 1,533 45,990
1310 RESTAURANT - TABLE SERVICE
246 KERBY KONEY
ISLAND 2,032 235 2,267 1995 10 35,000 10
401 OLGAS
KITCHEN 3,214 998 4,212 1996 4 0 10
SUBTOTAL 5,246 1,233 6,479 35,000
1410 - RESTAURANT - FAST FOOD
112 ARTHUR
TREACHERS 579 579 2003 9 23,160 6
443 BRESLERS 892 892 1995 7 32,112 10
3502 YUMMY
YOGURT 433 433 1997 3 23,268 8
102 FLAMING WOK 639 639 2002 10 44,730 10
104 HOBOS 435 435 2003 8 21,756 7
422 LITTLE
CAESARS PIZZA 2,011 1,033 3,044 1998 9 52,286 10
114 MCDONALDS 618 200 818 2002 10 32,000 5
707 MRS FIELDS
COOKIES 696 696 2000 7 19,296 10
543 OTTOS
CRISPY CORN 1,220 1,220 1999 6 20,004 10
106 SBARROS 785 785 2004 12 31,500 8
2/1/01 36,000
110 SUBWAY 530 530 1996 4 29,148 7.5
337 TACO BELL 1,672 1,672 1997 12 31,200 6
SUB-TOTAL 10,510 1,233 11,743 360,460
1510 CLOTHING SPECIALTY
631 AFTER-
THOUGHTS 984 984 2000 9 28,000 8
319 THE AVENUE 6,173 6,173 2006 12 92,592 5
479 BORSETTA 744 744 1995 8 24,552 8
501 CARIMAR 727 727 2002 10 18,180 8
837 CLAIRES
BOUTIQUE 873 873 1996 9 26,190 8
340 COREYS
JEWEL BOX 820 50 870 1995 8 57,550 10
416 FREDERICKS
OF HOLLYWOOD 1,226 1,226 1997 10 36,780 6
710 GOLDEN TOES 811 811 2002 10 8,928 6
625 KIDS MART 2,700 2,700 2001 10 43,200 4
934 LANE BRYANT 15,000 2,400 17,400 1996 10 156,600 4
613 MARIANNE
PLUS 5,600 2,660 8,260 1998 20 0 10
775 NATHAN
JEWELRY 1,100 1,100 1997 7 35,200 10
402 NATHAN TOO 545 545 1998 8 35,425 10
476 SIZE 5-7-9 1,017 1,017 1995 8 30,510 6
437 YOUNIGUE
KIDS 660 660 1995 5 9,078 7
SUB-TOTAL 38,980 5,110 44,090
1610 CLOTHING READY-TO-WEAR
310 CONTEMPO
CASUALS 3,126 3,126 2003 10 46,896 5
830 GANTOS 9,719 9,719 2003 12 165,223 5
328 LERNER 6,160 6,160 1998 9 110,880 5
325 COMPAGNIE
EXPRESS 4,632 4,632 1998 9 83,376 5
828 MARIANNE
& MARIANNE
PLUS 14,320 1,504 15,824 2001 10 130,000 5
704 NO NAME 1,483 1,483 1996 8 53,388 7
467 STEVENS 2,506 200 2,706 1995 9 45,708 5
464 WINKELMANS 10,427 2,800 13,227 1996 9 156,405 5
SUB-TOTAL 52,373 4,504 56,877 791,876
1710 CLOTHING MENS AND UNISEX
789 ATTIVO 2,360 2,360 2003 5 61,356 6
716 CEST LAVIE 1,472 1,472 2001 8 32,388 6
610 CODA 5,600 1,774 7,374 mtm 15 63,374 6
334 DEJAIZ 4,784 4,784 2003 10 110,028 6
2/1/00 119,604
540 DONNA SACS 1,500 1,500 2003 10 37,500 7
740 GIANNIS
MENS WEAR 1,311 303 1,614 2003 1 43,260 7
346 HOT STUFF 1,139 1,139 1999 8 39,865 6
822 JACKS PLACE 4,259 2,248 6,507 mtm 8 62,352 6
413 JW 1,471 674 2,145 1997 10 51,485 7
834 MAX GREENS
MENS WEAR 2,580 1,149 3,729 1995 2 51,600 6
404 MAXS 2,405 2,405 2001 7 60,000 6
731 MERRY
GO ROUND 4,484 4,484 2004 10 107,616 6
628 MICHAEL
SCOTT 2,405 1,413 3,818 2001 11 66,000 6
701 OAK TREE 3,236 3,236 1999 9 71,192 6
234 OXFORD
STREET 4,287 4,287 1998 9 77,166 6
307 PRESIDENT
TUXEDO 976 976 1996 9 21,472 7
407 SHARKEYS 1,283 1,283 1999 8 41,052 6
243 SPORTSMANIA 1,123 1,123 1995 8 31,440 8
764 STATUS
CLOTHIERS 856 856 1997 3 15,408 5
558 SUN CLOTHING 2,390 2,390 1996 9 60,008 6
737 TANNERY WEST 1,472 1,472 2000 10 24,000 6
788 TIES FOR
YOU PLUS 607 607 1996 3 18,216 6
843 VAN DYKES
UPTOWN 1,578 1,578 1997 9 42,606 6
607 WILSONS 2,358 2,358 1998 9 45,000 6
SUBTOTAL 55,936 7,561 63,497 1,234,384
1810 SHOES
816 ATHLETIC
X-PRESS 1,891 1,891 1998 9 64,294 6
461 BAKERS 5,040 5,040 2003 10 99,996 6
767 DOLCIS 2,759 2,759 1997 15 0 7
316 DOLCIS 1,686 1,686 2003 10 42,156 6
758 FATHER
AND SON 1,934 1,934 1999 9 51,251 6
773 FOOTACTION 2,009 2,009 2003 10 62,260 6
534 FOOTLOCKER 5,021 1,048 6,069 2000 10 224,000 7
419 FOOTQUARTERS 1,473 1,473 2000 9 38,298 6
840 JARMAN SHOES 1,612 203 1,815 1995 10 52,000 7
555 JOURNEYS 1,261 1,261 1998 9 40,352 7
240 KIDS
FOOTLOCKER 4,439 4,439 2003 9 99,996 6
322 KINNEY SHOES 4,620 1,774 6,394 1996 10 88,482 6
425 LADY
FOOTLOCKER 3,574 3,574 2002 10 117,000 6
755 MS. SIBLEY 1,575 1,575 2001 9 28,350 7
343 NATURALIZER 1,159 1,159 1999 10 41,724 7
513 PAYLESS
SHOE SOURCE 2,990 2,990 1996 9 48,000 6
440 REGAL SHOES 1,280 205 1,485 1998 5 33,408 7
825 SIBLEY SHOES 4,793 4,793 2001 9 139,495 7
761 STRIDE RITE 1,116 1,116 1995 2 20,088 7
313 WILD PAIR 1,680 330 2,010 1997 10 47,040 6
SUB-TOTAL 51,912 3,560 55,472 1,338,190
2010 HOME APPLIANCES/MUSIC
601 MUSICLAND 6,000 6,000 2002 10 84,000 6
2/1/99 108,000
516 RADIO SHACK 2,990 2,990 1998 10 41,860 3
SUBTOTAL 8,990 0 8,990 125,860
2210 AUTOMOTIVE
3002 NORTHLAND
TIRE CENTER 11,531 11,531 1996 15 36,000
JCPENNEY TBA -
VACANT 28,095 28,095
SUBTOTAL 39,626 39,626 36,000
2310 HOBBY/SPECIAL INTEREST
486 CHAMPS 7,010 7,010 2000 9 126,180 5
410 KAY BEE
TOYS 3,823 1,711 5,534 1997 10 61,168 6
561 IMPERIAL
SPORT 2,808 2,808 2002 10 64,050 5
616 SUPER STARS 3,476 3,476 1999 9 0 6
SUBTOTAL 17,117 1,711 18,828 251,398
2410 GIFTS/SPECIALTY
825 AMYS
HALLMARK 2,700 1,480 4,180 1997 5 54520 7
503 BEST OF
TIMES 1,000 1,000 2002 10 24,996 6
331 CARLTON
CARDS 1,326 1,058 2,384 2003 10 39780 8
434 HI LINE
CUSTOM
FRAMING 880 880 1997 5 19,356 6
779 SPENCER
GIFTS 2,009 2,009 1998 11 40,180 6
SUBTOTAL 7,915 2,538 10,453 178,873
2510 JEWELRY
637 ARTOS 662 662 1995 5 25,156 8
552 CRAFTSMAN 1,714 1,714 1998 8 51,420 8
504 INTRIGUE 961 961 1997 10 27,840 10
237 LEROYS KEEP-
SAKE DIAMONDS 1,502 1,502 1999 10 0 6
349 MEYERS
TREASURE
CHEST 3,077 3,077 1995 8 95,387 6
846 SHIFRINS 1,272 1,272 2002 10 63,600 7
431 SIMMONS
AND CLARK 1,276 1,276 2003 10 47,208 6
SUBTOTAL 10,464 0 10,464 310,611
2710 DRUGS
619 CVS 6,400 0 6,400 1997 11 70,400 3.5
SUBTOTAL 6,400 0 6,400 70,400
2810 OTHER RETAIL
301 D.O.C.
EYEWORLD 3,850 3,850 2001 10 65,376 7
507 NORTHLAND
OPTICAL 1,120 1,120 1994 7 15,000 8
455 SUN DAY
BEST 165 165 1996 7 28,875 10
519 U.S. HAIR
CARE 2,076 2,076 2001 9 33,216 6
SUB-TOTAL 7,211 0 7,211 142,467
2910 PERSONAL SERVICES
792 C.P.I.
PHOTO FINISH 1,232 1,232 1995 5 35,000 10
9268 THE TAILOR 639 639 1994 3 3,195 8
634 #1 SHOE
SERVICE 1,156 1,156 2003 10 17,340 6
SUBTOTAL 3,027 0 3,027 55,535
9525 UNLEASED
AT-3 552 552
201 B-1 4,338 4,338
B-4 2,925 2,925
205 3,070 3,070
208 B-8 2,796 2,796
B-10 1,454 1,454
B-11 3,783 3,783
210 707 707
216 B-11A 5,290 5,290
B-12 126 126
213 B-12A 2,604 2,604
B-13 471 471
B-15 2,488 2,488
B-17 429 429
219 3,500 3,500
222 4,209 4,209
225 B-20 5,937 5,937
228 B-21 527 527
B-23 2,895 2,895
231 B-23B 6,515 6,515
B-1-4 2,850 2,850
B-1-11 400 400
H & H (second fl.) 19,200 19,200
H & H (basement) 6,000 6,000
B-1-7 300 300
B-1-9 818 818
B-1-12 200 200
B-2-4 219 219
B-2-5 638 638
B-2-11 381 381
B-3-1 180 180
B-3-2 (Robinson) 19,475 19,475
B-3-4 848 848
B-3-5 100 100
B-3-6 290 290
CA-1 433 433
CA-2 408 408
CA-3 409 409
CA-4 412 412
CA-5 813 1,507 2,320
CA-6 1,278 1,278
CA-7 723 723
CA-8 1,478 1,478
CA-9 400 400
CA-10 877 877
CA-11 870 870
CA-12 870 870
CB-1 1,150 1,150
CB-8 2,554 2,554
CB-13 270 270
C-4 2,850 2,850
C-7 (second.) 1,365 1,365
C-9 2,576 2,576
C-2-13 190 190
C-12 1,987 1,987
C-13 2,685 2,685
319 2,547 2,547
C-19 448 448
C-1-7 187 187
C-2-2 495 495
C-2-6 352 352
C-3-6 823 823
PT2 852 852
452 D-13 861 861
446 368 368
449 248 248
458 6,361 6,361
470 D-27 1,609 1,609
D-6 2,139 2,139
D-9 1,844 1,844
D-33 5,000 5,000
D-1-1 1,369 1,369
D-1-2 200 200
D-1-8 7,806 7,806
D-1-10 232 232
D-2-1 506 506
D-2-10 258 258
D-2-20 70 70
D-2-21 192 192
100 100 (Food Court) 481 481
108 108 (Food Court) 518 518
Himelhochs 16,800 16,800
473 1,565 1,565
482 1,034 1,034
510 2,621 2,621
537 1,967 1,967
546 1,259 1,259
547 1,169 1,169
603 E-6 3,395 3,395
E-1-2 995 995
604 3,781 3,781
E-12 2,676 2,676
E-14 2,080 2,080
E-19 2,500 2,500
E-15 984 984
622 E-22 5,192 5,192
E-1-6 18,306 18,306
E-1-7 347 347
E-1-8 300 300
E-1-9 654 654
E-2-1 200 200
E-2-2 214 214
E-2-3 209 209
E-2-4 250 250
E-2-9 650 650
E-2-11 200 200
E-2-12 100 100
E-2-13 300 300
E-2-14 600 600
E-3-1 315 315
E-3-2 1,554 1,554
E-3-3 463 463
E-3-4 75 75
E-3-5 528 528
E-4-2 87 87
E-4-5 467 467
E-4-8 158 158
E-4-9 145 145
F-14 1,367 1,367
F-15 1,387 1,387
F-16 2,500 2,500
F-20A 15,586 15,586
849 F-30 518 518
852 F-33 1,573 1,573
853 F37 2,256 2,256
F-1-8 165 165
F-2-1 200 200
F-2-2 154 154
200 200
F-2-6 212 212
F-2-7 747 747
G-4 5,200 5,200
G-5 1,224 1,224
G-7 (secondary) 2,500 2,500
G-8 1,680 1,680
G-10 852 852
G-21 525 525
G-22 435 435
G-4 915 915
G-2-3 599 599
G-2-4 735 735
G-2-5 946 946
G-3-2 500 500
G-3-9 603 603
G-3-10 1,000 1,000
G-3-11 505 505
G-3-12 230 230
G-3-14 228 228
901 I-101 2,870 2,870
904 1,703 1,703
907 I-103 3,407 3,407
910 1,376 1,376
916 1,022 1,022
919 I-106 1,697 1,697
922 I-107 4,250 570 4,820
925 I-108 4,500 4,500
931 I-110 4,513 4,513
937 I-113 6,000 6,000
913 I-114 727 727
I-115 495 495
928 I-109 4,528 4,528
I-2-4 1,175 1,175
I-2-6 875 875
I-3-1 264 264
I-3-2 284 284
I-3-4 1563 1,563
I-3-6 400 400
I-3-7 687 687
I-3-9 897 897
I-3-10 758 758
I-3-14 1,000 1,000
I-3-16 280 280
I-3-17 334 334
719 J-21 1,472 1,472
725 2,931 2,931
743 1,086 1,086
770 2,559 2,559
773 J-31 1,108 1,108
782 J-45 2,180 2,180
785 1427 1,427
786 2,876 2,876
N-1 2,147 2,147
N-4 650 650
PT-7 416 416
BUILDING O
(SECONDARY) 6,920 6,920
801 O-1A 1,222 1,222
803 O-1B 510 510
804 O-2 1,369 1,369
807 O-3/4 3,864 3,864
810 O-5 4,768 1,500 6,268
813 1,670 1,670
819 6,595 6,595
SUB-TOTAL 149,312 232,201 381,513
9630 FINANCIAL
3501 MICHIGAN
NATIONAL ATM 180 180 1998 5 8,500
SUB-TOTAL 180 0 180 8,500
9730 OFFICES NOT FINANCIAL
9130 GITTLEMAN
FUR STORAGE 12,700 12,700 mtm 15,876
9132 GILSONS 17,152 17,152 1998 4 17,148
636 DR. MENDEL-
SOHN 750 750 2002 8 16,500
640 PROFESSIONAL
DENTAL 3,439 3,439 1997 7 103,170
635 DR. STEIN,
OPTOMETRIST 1,568 1,568 2003 9 23,520
HUDSONS
(BLDG. E) 13,150 13,150 2005
3001 SOUTHFIELD
POLICE 2,532 2,532 mtm 3
SUB-TOTAL 8,289 43,002 51,291 27 176,214
9900 GENERAL
MERCHANDISE
2001 HUDSONS 487,035 24,474 511,509 2005 30
2003 KOHLS 61,000 9,631 70,631 2004 15 150,000 1.5
2002 JCPENNEY 269,401 25,106 294,507 2005 30 90,000
SUB-TOTAL 817,436 59,211 876,647 240,000
TBA
3003 S.O.C.W.A. 2000 10 5,000
SUBTOTAL 5,000
SERVICE AREAS
MALLS 202,745
FOOD COURT 8,820
FOOD COURT
SERVICE COOR 1,248
RESTROOMS FOOD COURT
CONCOURSES 10,524
MEETINGS ROOMS 4,081
OFFICES 3,168
PUBLIC RESTROOMS 2,171
SECURITY 3,774
MAINTENANCE 6,460
MERCHANTS STORAGE 2,440
ELECTRICAL
SUB-STATIONS 4,420
ELECTRICAL CLOSETS (4) 2,021
GAS METER ROOMS 250
TELEPHONE CABINETS 360
MACHINE ROOMS 11,438
SERV. COOR. &
REST.(EMP.) 83,784
TRUCK TUNNEL 88,080
GARAGE & WORK SHOP 6,966
ELECTRICAL DISTRI-
BUTION 7,624
POWERHOUSE & BOILER
ROOM 18,992
COOLING TOWER 6,528
SUB-TOTAL 475,894 475,894
TOTAL TENANT
LEASED 286,083 70,452 356,535
SUB-TOTAL
UNLEASED 149,312 232,201 381,513
TOTAL
G.L.A. 435,395 302,653 738,048 $ 6,258,096
GENERAL MER-
CHANDISE 817,436 59,211 876,647 $240,000
TOTAL TBA 39,626 0 39,626 $5,000
TOTAL SERVICE
AREAS 475,894 475,894
CENTER GRAND
TOTAL 1,292,457 837,758 2,130,215 $6,503,0
RECONCILIATION OF SQUARE FOOTAGE
TOTAL FEB.
1, 1988 505,095 276,374 781,469
AUTOTELLER
FROM C.A. 132 132
MAINSTREET
FROM GLA (18,000) (6,328) (24,328)
TRANSFER CON-
COURSES
TO SECONDARY (11,547) 11,547 0
TOTAL 4/1/88 475,680 281,593 757,273
BERMAN REMEASURE 13 13
TOTAL 6/1/88 475,693 281,593 757,286
BUILDING E & O
RECONFIGURATION (4,858) (4,858)
B-23 MOVED
TO SECOND (2,895) 2,895 0
BUILDING B
RECONFIGURATION (1,336) (1,336)
CRAFTSMAN (105) (105)
TOTAL 8/1/88 466,499 284,488 750,987
Area changes to 1/1/90 148 (20) 128
LENSCRAFTERS (164) (164)
Total 1/1/90 466,483 284,468 750,951
Area change 4/30/90
Kids Footlocker
remeasure 18
Total 4/30/90 466,501 284,468 750,969
Area Change 11/14/90
reconfigured Gantos (868)
Total 465,633
Old McCrory
primary to
secondary (17,190) 17,190
Total 11/14/90 448,443 301,658 750,101
Demolition of Bldg.N (3,008) (3,008)
Total 12/31/90 445,435 301,658 747,093
Marianne/Marianne Plus
Remeasure 153 153
Total 2/1/91 445,588 301,658 747,246
Remeasure Jarman (62) (62)
Total 445,526 301,658 747,184
Finnegans Pop Out 508 508
Scott Gregory Pop Out 57 57
Total 11/1/91 446,091 301,658 747,749
Remeasure new
Sibley (625) (625)
Square footage
to CAM
Tenant area
to CAM
Food Court
Construction (8,718) (8,718)
New Security
Station (600) (600)
to CAM
U.S. Hair (322) (322)
Lady Footlocker (98) (98)
Buster Brown (16) (16)
Imperial Sport (181) (181)
Total 8/l/92 435,531 301,658 737,189
Remeasure B-1 5 5
Remeasure
space 112 24 24
Total 9/1/92 435,560 301,658 737,218
Remeasure Sp.310,
Contempo 543 543
Remeasure
Sp.9130 storage (63) (63)
Total 11/1/92 436,103 301,595 737,698
Orange Julius 5 5
Marianne/
Marianne Plus 857 857
Ties For You (11) (11)
DOC 218 218
12/1/92 437,172 301,595 738,767
Remeasure of Carlton
Cards, 950
sq.ft. to
service coor., (950) (950)
1058 sq.ft. to
secondary (1,058) 1,058
3/1/93 435,164 302,653 737,817
Merry Go Round
Expansion
Remeasurement 80 80
Arthur Treacher
Remeasurement -5 -5
Avenue Remea-
surement 13 13
12/1/93 435,252 302,653 737,905
Space 636
remeasure 143 143
4/1/94 435,395 302,653 738,048
Break- Lease Foot Special Prov. Spec.Provision Spec. Provision
point Code Note What When Amount What When Amount
% over 657,000 007 RI 2/1/98 49,056 2/1/97 26,064
% over 350,000 007
% over all 1
% over 400,000 007 2
% over 321,120 007
% over 275,000 007
% over 447,300 007 FC
% over 310,800 007 FC
% over 522,860 007 MO 2/1/95 60,330
% over 800,000 095 3 FC, RO
% over 192,960 007
% over 200,040 007 RI 2/1/96 21,960
% over 393,750 007 FC,RI 2/1/95 33,750 RI 2/1/01 36,000
% over 388,640 007 FC
% over 520,000 007
% over 350,000 007 RI 2/1/97 32,000
% over 1,851,840 007
% over 306,900 007
% over 227,250 007 RI 2/1/96 18,900 RI 2/1/98 21,816
% over 327,375 007
% over 575,500 007
% over 613,000 007
% over 297,367 007 5 RI 2/1/95 19,464 RI 2/1/99 21,086
% over 1,080,000 007 RI 2/1/96 48,600
% over 3,132,000 007
% over all sales 004 RI 2/1/96 lease
% over 352,000 007 RI 2/1/95 37,400
% over 354,250 007 RI 2/1/96 38,150
% over 508,500 007
% over 259,371 007
% over 937,920 007 6 TO.RI 2/1/98 53,148
% over 3,304,460 007 7
% over 2,217,600 007 RI 2/1/95 123,200
% over 1,667,520 007 0 RI 2/1/95 92,640
% over 2,600,000 007 8 RI 2/1/95 150,000
% over 762,686 007
% over 914,160 007
% over 3,128,100 007
% over 1,022,600 007 9 RI 2/1/96 68,436
% over 539,800 007 RI 2/1/96 37,536
% over 1,056,233 004
% over 1,833,800 007 10 RI 2/1/96 114,816
% over 535,716 007 RI 2/1/97 40,500
% over 618,000 007
% over 664,416 007 RI 2/1/96 43,282
% over 1,039,196 095 11
% over 735,500 007
% over 860,000 096 12 21
% over 1,000,000 007 MO,RI 2/1/96 64,932
% over 1,793,600 007
% over 1,100,000 007 13 RI 2/1/96 60,000
% over 1,186,533 007 14 RI 2/1/96 77,664
% over 1,286,100 007 RI 2/1/95 85,740
% over 306,743 007
% over 684,267 007 RI 2/1/96 42,336
% over 393,000 007
% over 308,160 007
% over 1,000,133 007
% over 400,000 007 RI 2/1/95 36,000
% over 303,600 007
% over 710,100 007
% over 750,000 007 RI 2/1/95 50,000
% over 1,071,567 007 RI 2/1/95 69,967
% over 1,666,600 007 15
% over 867,086 007
% over 702,600 007 16 RI 2/1/98 47,208
% over 854,717 007
% over 1,038,000 007 17
% over 3,200,000 007 RI 2/1/95 266,000
% over 638,300 007 RI 2/1/98 41,244
% over 742,857 007
% over 576,457 007 RI 2/1/95 42,874
% over 1,666,600 007 RI 2/1/97 114,996
% over 1,474,700 007
% over 1,950,000 007
% over 405,000 007
% over 596,057 007
% over 800,000 007
% over 477,258 007 RI 2/1/96 35,328
% over 1,992,786 007 RI 2/1/95 12,608 2/1/98 13,592
% over 286,971 007
% over 784,000 007
% over 1,400,000 007 18 RI 2/1/95 96,000 2/1/99 108,000
% over 1,395,333 007
% over 2,523,600 007 RI 2/1/97 140,200
% over 1,019,466 007
% over 1,281,000 007 RI 2/1/96 71,714
% over all 007 TO
% over 694,285 007 20 RI 2/1/95 57,220
% over 416,600 007 Closed, but pays
% over 497,252 095 21 RI 2/1/96 46,416
% over 322,600 007 RI 6/1/95 20,676
% over 669,667 007
% over 314,450 007
% over 642,750 007
% over 278,400 007
% over 0 007 RI 6/1/94 71,345 RI 2/1/96 75,100
% over 1,589,783 007
% over 908,571 007
% over 786,800 007 22 RI 2/1/98 53,592
% over 2,011,429 007
% over 933,942 007 23 RI 2/1/98 72,640
% over 187,500 007
% over 288,750 007
% over 553,600 007 RI 2/1/95 37,368
% over 350,000 007
% over 39,935 007
% over 289,000 007 RI 2/1/98 19,656
N/A 24
N/A 25
26
N/A 007 RI 2/1/96 18,756 RI 2/1/98 20,256
% over 1,289,625 007
% over 294,000 007 27 RI 2/1/96 26,652 RI 2/1/99 29,004
993
999
999
999
LEASE CODES
CODE TYPE DESCRIPTION
095 D TAX AND CAM ON GLOA ON PRIMARY ONLY
096 D CAM ON PRIMARY ONLY
097 D TAX ON PRIMARY ONLY
004 B-3 NO MONTHLY TAX BILLING - TAX AND CAM BASED ON GLA
007 B-4 EQUITABLE LEASE - TAX BILLED MONTHLY - TAX AND CAM BASED ON
GLOA
993 NO COMMON AREA, HVAC, TAX
998 TBA'S
999 MAJORS
FC FOOD COURT
FOOTNOTE SUMMARY
1 Olgas -no extra charges
2 Arthur Treachers - 90% floors on CAM and Tax-effective 2/1/94 10% cap
on CAM
3 McDonalds - Tax and CAM on primary only
4 Golden Toes - Promissory Note
5 Younique Kids - Promissory Note
6 Contempo, 75% floors on CAM
7 Gantos - Tax billed on GLA, 80% floors on CAM
8 Marianne/Marianne Plus - All charges based on 14,814 sq.ft.
9 Attivo - 90% floors on cam and tax
10 Dejaiz - 90% floors on cam and tax
11 Jacks Place - C.A. and Tax on primary only
12 Max Greens - C.A. charged on primary only
13 Michael Scott Promissory Note
14 Oak tree - 70% floors on CAM
15 Bakers - 85% floors on cam and tax
16 Dolcis-80% floors on cam and tax
17 Footaction-80% floors on CAM
18 Musicland - 90% Floors on CAM and Tax
19 Northland Tire - 1% of sales between $500,000 and $750,000 and 1/2%
over $750,000
20 Amys - 5 year option to 2005
21 Carlton Cards - No charges on secondary,Tax on primary GLOA with 80%
floors CAM 80% floors 998 19 with 5% cap
22 Simmons and Clark, 4% cap on CAM and HVAC
23 D.O.C. charges based on 3,632 sq. ft.
24 Autoteller-No - C.A. flat rate, Taxes & HVAC on 90 sq.ft.
25 Gittlemans - flat rate on water $20 mo., CAM, Tax, & HVAC
$1.00 p.s.f. combined, metered electric.
26 Gilson - flat rate CAM, Tax and HVAC .80 P.S.F. YEA ON ELECTRIC ONLY
27 Dr. Stein - Promissory Note
EXHIBIT F-2
Northland - Tenants in Default
Accent Hair
Beauty & The Bead
Attivo
Anna Z
LB Shoes/Buster Brown
DeJaiz
Golden Toes
Hobos
Heels, Etc.
J.J.Finnegans
Kerby Koney Island
Manhattan Cookie
Merry Go Round
Morrows Nut House
Oxford Street
Dr. Stein
Scott Gregory
Super Stars
Ties For You Plus
Edison Brothers Stores
Bakers
Coda
Chandlers
Oak Tree
Size 5-7-9
Wild Pair
Together with tenants having past-due rents shown on property
manager's "Accounts Receivable" computer run sheet.
NOTE TO EXHIBIT A
The legal description contained in this Exhibit A will be used by Partnership
in
the deed given to Equitable pursuant to this Agreement. The legal description
in the title policy given by Partnership to Equitable pursuant to this
Agreement
will include slightly different descriptions of the Dayton Hudson building,
which
will result from corrective quit claim deeds to be exchanged by Equitable and
Dayton-Hudson (in the form of the 1982 corrective deeds which were apparently
overlooked by Lawyers Title Insurance Corporation in preparing the 1986 title
work).
In addition to the deed required under this Agreement, Partnership will
deliver
to Equitable at closing a quit claim deed covering the perimeter description
of
the Shopping Center (with no excepted perimeter description of the Shopping
Center (with no excepted parcels) and also covering all interests of
Partnership
in all land within one mile of the perimeter of the Shopping Center, in order
to
avoid the need for possible corrective deeds in the future.<PAGE>
EXHIBIT F-3
LIST OF TENANTS ENTITLED TO A REFUND OF ANY
COMMON AREA MAINTENANCE CHARGE OR OTHER
PAYMENT PAID TO PARTNERSHIP BY REASON OF A
TAX REDUCTION PROCEEDING OR OTHERWISE
NORTHLAND CENTER ACCRUED RECEIVABLES AT 12/31/93 RELATING TO 1993
TENANT ELECTRIC WATER TAX
Afterthoughts 37811 (586.14) (35.07) (84.24)
Amys 75686 (201.07) 67.62 (151.32)
Amys (499.88)
Anna Z term 1/31/93 (242.39) 8.53 54.47
Arthur Treacher 11/12 28.59 38.42 (23.66)
Artos (761.54) (18.23) (55.22)
Athletic X Press 10459 (469.55) 102.34 (155.53)
Attivo 7406 2,900.12 (12.20) 217.71
Avenue 1,036.59 109.48 1,576.80
Bakers 2478 (5,228.05) 31.70 (768.39)
Best of Times 34548 1,651.96 (34.66) (80.79)
Borsetta (211.49) (29.15) (63.18)
Bresler (1,352.72) 250.87 (72.46)
Buster Brown (120.02) (8.10) (82.28)
Carimar 37286 877.39 (41.58) (58.84)
Carlton 346-3/5/93 1,129.71 (21.31) 430.75
C'est LaVie 8/1/93 (372.53) (11.35) (67.77)
C'est LaVie term 7/31 (179.39) (23.35) (57.38)
Champs 14248 (2,674.17) (26.45) (584.83)
Claires 5595 (1,242.93) (85.88) (72.22)
Coda 3131 2,509.52 145.08 8,471.93
Compagnie Express 811 (1,630.26) (22.00) (386.58)
Contempo 2,698.54 69.20 (247.59)
Coreys (90.55) (15.22) (73.57)
CPI318 149.63 (298.60) (103.62)
Craftsman (508.59) 91.47 (142.18)
Cristina (897.05) (22.16) (166.18)
CVS 783 (2,506.66) 54.36 (535.40)
DeJaiz 7715 645.96 (142.24) (303.55)
DOC 509.34 215.67 (340.59)
Dolcis (37.53) 149.42 (228.62)
Dolcis 405 (721.13) (2.10) (208.00)
Donna Sac (1,223.14) 2.01 (126.45)
Everythings 374 1,671.44 71.89 (302.81)
Father and Son 223 (867.37) 64.82 (160.25)
Flaming Wok 9,117.87 96.00 (53.50)
Foot Action 120.93 (9.10) 162.57)
Footlocker 7172 (1,169.19) (4.00) (504.40)
Footquarters 9021 (1,113.03) (36.68) (122.94)
Fredericks 82 (976.80) (16.94) (101.28)
Gantos 2,951.42 (52.55) (159.88)
GNC 864 (238.23) 65.70 (126.88)
Giannis (376.18) (27.24) (136.75)
Golden 517.81 (39.45) (67.72)
Harrys term 1/31/93 235.01 36.91 21.07
Hi Line (1,541.18) (37.70) (72.70)
Hobos 5/12/93 1,460.18 268.33 (31.45)
Hot Sam 130323 (1,390.19) 103.24 (19.38)
Hot Stuff 2,087.30 (31.14) (94.12)
Hudsons 14,257.68 (540.44) 125,714.30
Imperial 2,981.63 23.02 (235.22)
Intrigue (183.00) (2.00) (77.56)
JCPenney 3,100.00 66,789.13
Jacks Place (4,614.11) 128.08 (384.99)
Jarman 521 (3,349.89) (151.16) (295.95)
Journey 508 (715.56) (1.72) (103.11)
JW 31303 (391.35) (4.00) (177.25)
Kay Bee (803.00) 7.67 184.80
Circus World/Kay Bee (4,239.93) 48.86 3,298.88
Kerby Koney (5,741.51) 248.08 (190.81)
Kid Footlocker 6736 (454.94) (18.76) (288.08)
Kid Footlocker 6736 9 (2,643.94) 24.25 (1,059.87)
Kids Mart 12534 (177.87) 21.87 (227.35)
Kinney 706 (2,965.78) (202.00) (532.15)
Kohls (15,924.44) (196.43) 60,995.13
LaCapote (8.88) (31.33) 80.83
Lady Footlocker 4,113.10 88.32 (297.29)
Lane Bryant (23,076.27) (14.64) (1,447.72)
Lechters (741.61) (6.69) 231.30
Lerner (4,680.46) (2.00) (513.88)
Leroys 44 (667.82) (33.94) (126.93)
Limited 463.06 284.16
Little Ceasars 305 2,234.61 (2.55) (254.88)
Marianne/Mar. Plus 445 9,937.53 157.62 (1,231.12)
Max Greens (1,174.07) 220.93 (319.10)
Max 758.26 12.94 (201.39)
McDonald 17,286.14 544.03 486.05
Mendelsohn (366.25) (41.82) (84.44)
Merry Go Round (598.73) 52.61 122.61
Merry Go Round (1,102.73)
Meyers (299.57) (11.00) (255.77)
Michigan National 78.68 (55.44) (6.27)
Morrows (1,481.43) 175.08 (90.23)
Mrs. Fields 261 2,171.46 22.00 (53.84)
Ms. Sibley (686.42) (20.09) (128.85)
Musicland 782 (1,432.70) 32.82 148.64
Nathan Jewelry (75.62) (8.13) (90.89)
Nathan Too (470.56) (22.19) (49.03)
Naturalizer 562.73 (30.63) (97.11)
No Name 47 (36.90) 1.57 (122.11)
Northland Optical (464.87) (80.05) (78.77)
Northland Tire 7,018.37
Oak Tree 15771 (1,392.00) (2.00) (267.06)
Olgas 1/93-6/93 40.55 87.00 1,527.60
#1 Shoe (331.04) (15.71) (392.75)
Orange Julius 61329 (806.00) 45.00 (27.85)
Original Cookie 204 (945.67) 10.00 (18.90)
Ottos (158.78) 194.07 (103.90)
Oxford Street (140.53) 11.65 (355.84)
Payless Shoe 1657 (766.08) 77.49 (248.61)
President Tuxedo (676.81) 15.93 (81.43)
Professional Dental (1,678.64) (82.00) (285.82)
Radio Shack 16375 1,738.70 109.67 (248.16)
Regal Shoes 250.66 86.26 (341.86)
Rendezvous
Sbarro 482 (1,029.24) (11.00) (66.97)
Sharky's 244.59 (15.49) (106.58)
Shiffrin Willens (5,431.89) (27.77) (104.65)
Sibley Shoes 34 5,760.88 (2.00) (398.80)
Simmons and Clark 45.03 (57.67) (81.77)
Size 5-7-9 524 (48.57) (22.23) (85.13)
Southfield Police (976.47) 150.00
Spencer Gifts 432 (64.00) (21.08) (167.69)
Sportsmania (1,120.85) (67.55) (92.54)
Status Clothier 122.87 1.69 153.86
Dr. Stein (1,763.73) (23.71) (244.92)
Dr. Stein (283.00) 23.35 (52.93)
Stevens (4,273.24) (12.51) (224.19)
Stride Rite (353.80) (31.72) (92.48)
Subway 57.36 16.99 (42.41)
Sunday Best 482.21 (13.71)
Sun Clothing (2,192.49) 250.98 (197.98)
Taco Bell 2989 (3,028.90 (48.00) (140.22)
The Tailor (1,404.78) (91.81) (53.50)
Tannery West (922.41) (46.70) (125.14)
Telcom (3,754.63)
Ties for You Plus (921.00) (44.62) (25.76)
U.S. Hair (2,277.81) 122.88 (171.77)
Van Dykes Uptown (3,139.89 3.98 (132.54)
Waldenbooks 97.82 0.07 93.44
Wild Pair 5478 441.54 (4.34) (165.41)
Wilsons 21.05 61.76 (195.26)
Winkelmans (5,543.98) (88.00) (1,102.63)
Womans World 92.38 (1.60) 83.45
Woolworth Express 2,938.89 14.01 (550.81)
Younique Kids 119.22 (21.28) 297.96
Yummy Yogurt (73.88) 8.00 40.34
TOTALS (48,796.56) $1,005.71 $253,014.22
CAM HVAC FOOD CT. OVERAGE TOTAL
(1,231.18) 40.00 (1,896.63)
(607.91) (79.02) (971.70)
(499.88)
175.97 (3.42)
94.50 (2.97) 500.05 634.93
(826.44) (28.64) (1,690.07)
(2,362.61) (47.42) (2,932.77)
(1,791.20) (68.72) 1,245.71
(1,298.06) 3,153.17 4,587.98
(9,882.22) (146,87) (15,993.83)
(1,253.36) (36.97) 246.18
(928.45) (28.88) (1,261.15)
(1,112.30) (43.30) (2,329.91)
(1,272.27) (35.81) (1,518.48)
(904.22) (28.21) (155.46)
1,251.97 (39.71) 2,751.41
(867.59) (30.22) 32.04 (1,317.42)
(978.81) (21.76) 2,468.76 1,208.07
(8,775.04) (204.24) 2,520.90 (9,743.83)
(1,093.96) (33.14) (2,528.13)
(3,028.03) (371.59) 8,087.65 15,814.56
(12,546.77) (22.00) (14,607.61)
(3,915.15) (14.81) (1,409.81)
(1,085.80) (31.87) (1,297.01)
(1,544.66) (44.60) (1,841.85)
(2,143.55) (59.07) (2,761.92)
(2,459.30) (66.01) (3,610.70)
(8,002.70) (163.87) (11,154.27)
(2,688.31) (136.19) 2,119.77 (504.56)
(4,546.92) (112.22) 1,895.34 (2,379.38)
(3,453.30) (87.64) (3,657.67)
(2,469.00) (57.95) (3,458.18)
(1,879.54) (58.33) 5,470.50 2,185.05
(4,733.16) (116.88) (3,409.52)
(2,424.89) (64.91) (3,452.60)
(795.55) (26.01) (2,739.97) 17,116.90 22,715.74
5,268.60 (67.70) 5,150.16
(7,595.14) (145.26) 18,113.90 8,695.91
(1,838.78) (52.02) 12,475.34 9,311.89
(1,539.35) (44.34) (2,678.71)
(12,158.35) (248.67) (9,668.03)
(1,913.96) (47.42) 4,454.47 2,193.68
(2,014.25) (46.84) (2,601.26)
(1,012.34) (31.51) (633.21)
67.68 (1.40) 359.27
(1,101.87) (33.35) (2,786.80)
(401.82) (12.23) (1,004.55) 278.46
(313.49) (15.11) (1,634.93)
(1,422.73) (41.29) 498.02
(266,891.00) 94,670.00 (32,789.46)
7,369.10 (96.90) 7,568.45 17,610.08
(1,201.63) (35.62) 7,205.40 5,705.59
(38,863.00) 38,863.00 (2,790.52) 67,098.61
(5,177.19) (146.68) 69,947.22 59,752.33
(2,899.91) (57.08) (6,753.99)
(1,579.87) (45.64) (2,445.90)
(2,681.41) (57.19) 19,088.46 15,777.26
597.95 (9.13) 713.58 691.87
(6,928.44) (118.13) (7,938.76)
(2,837.54) (17.25) 3,053.30 (5,483.73)
(2,154.81) (40.24) 1,468.14 (1,488.69)
(5,971.84) (70.58) 23,958.58 14,236.60
(3,380.84) (85.76) (3,849.95)
(7,997.38) (159.11) (11,856.42)
(28,686.00) 14,997.00 31,185.26
(408.28) (17.05) (384.71)
(4,476.85) (113.47) (686.19)
(46,018.81) (397.41) (70,954.85)
(495.96) (22.12) (1,035.08)
(16,684.30) (168.62) (22,049.26)
(1,884.65) (57.03) (2,770.37)
(157.71) (12.44) 577.07
(3,812.41) (27.76) (1,862.99)
(18,537.85) (477.75) (10,151.57)
(2,818.58) (12.30) (4,103.12)
(3,004.86) (11.51) (2,446.56)
493.08 (12.58) 1,782.21 3,161.41 23,740.34
(1,290.63) (5.64) (1,788.98)
(1,175.38) (86.55) (4,229.82) (5,915.26)
(3,258.37) 7,762.79 3,401.69
(3,847.83) (29.77) (4,443.94)
1,006.45 (3.93) 1,019.49
(1,355.92) (5.89) (2,758.39)
(874.91) (32.61) 814.50 2,046.60
(1,974.18) (54.20) 1,932.47 (931.27)
(3,461.48) (153.61) (4,866.33)
(1,372.00) (44.64) (1,591.28)
(683.57) (22.59) (1,247.94)
(1,455.13) (39.88) (1,060.02)
(1,855.31) (47.19) 5,258.26 3,198.32
(1,363.39) (41.50) (324.20) (2,352.78)
7,018.37
(4,049.59) (102.87) (5,813.52)
(6,839.79) (41.74) 367.18 (4,859.20)
1,585.10 (19.56) 826.04
(451.25) (21.07) (1,261.17)
(374.41) (2.11 (1,331.09)
(1,522.65) (47.65) 729.30 (909.61)
(5,364.65) (132.43) (5,981.80)
(3,742.22) (95.10) 1,623.93 (3,150.59)
(1,220.76) (36.28) (1,999.35)
(4,306.69) (115.40) 4,533.64 (1,934.91)
(3,742.22) (95.10) (2,237.11)
(2,622.21) (46.38) (2,673.53)
(1,162.69 1,162.69
(985.63) (30.50) 1,186.62 (936.72)
(1,600.37) (46.42) (77.32) (1,601.59)
(1,587.78) (46.06) 1,266.79 (5,931.36)
(5,996.15) (147.98) 62.79 (721.26)
(382.67) (38.43) (515.51)
(1,277.60) (34.14) (1,467.67)
(826.47)
(2,508.53) (60.37) (2,821.67)
(1,401.55) (45.64) (2,728.13)
464.69 (5.38) 737.73
(1,545.16) (48.19) 352.48 (3,273.23)
(2,696.17) (3,008.75)
(3,386.16) (93.02) (7,989.12)
(1,393.18) (37.41) (38.84) (1,947.43)
117.56 (22.02) 233.24 360.72
(208.42) (7.13) 252.95
(2,985.73) (94.93) (5,220.15)
(2,095.33) (17.44) (5,329.89)
(796.55) (20.41) (2,367.05)
(1,846.39) (51.98) (2,992.62)
(3,754.63)
(668.18) (24.38) (1,683.94)
(2,592.42) (78.40) 7,054.38 2,056.86
(1,971.34) (62.67) 20,799.12 15,496.66
303.20 (8.06) 486.47
(2,322.09) (8.88) (2,059.18)
(2,954.37) (76.99) (3,143.81)
(16,554.03) (184.12) 30,601.42 7,128.66
269.88 (5.73) 438.38
(8,248.04) (144.38) (5,990.33)
697.02 (26.64) 129.72 1,196.00
122.64 (1.40) 95.70
($709,704.74) ($143,506.01) ($42.40) $287,458.28 ($73,559.48)
EXHIBIT F-4
TENANT CERTIFICATE OF OCCUPANCY
The City of Southfield requires an inspection prior to Tenant's
opening for business and issues an Occupancy Permit after the
inspection. Therefore, we can assume that every Tenant opened
and operating at Northland Shopping Center has the required
Certificate of Occupancy permit through the City of Southfield,
25000 Evergreen Road, P.O. Box 2055, Southfield, MI 48037-2055.
<PAGE>
Exhibit F-5
NORTHLAND CENTER
LICENSES AND PERMITS
1. Certificate of Arrest Authority, Act 330, State of Michigan
General Growth Management, Inc.
Licensed as a Private Security Police Organization in the
State of Michigan.
License held in the name of John M. Hood (certificate
attached).
2. Liquor License in Escrow (Class C liquor license with a
Sunday Sales Permit)
James D. Robb, Licensee
Miller, Canfield, Paddock & Stone
located in escrow at 21500 Northwestern Highway
Building 0-5
Northland Center
Southfield, MI, in Oakland County
(legal papers attached.)
3. State of Michigan -- Real Estate Licenses
General Growth Management, Inc. - Broker License
Marilyn L. Zeigler Broker
Marilyn L. Zeigler Associate Broker
Catherine M. O'Malley Salesperson
Vickie Moser Salesperson
Connie Garlinghouse Salesperson
(copies of wall certificates attached.)
4. Notary Public
June A. Aird General Manager's Exp. 9/24/94 Oakland
Secretary County
Vickie Moser Mall Accountant Exp. 1/23/96 Oakland
County
Connie Garlinghouse Marketing Secretary Exp. 12/17/95 Oakland
County
Marilyn Zeigler Exp. 7/24/95 Oakland
County
NORTHLAND CENTER
LICENSES AND PERMITS
CONT'D PAGE 2
5. A minimum requirement for our HVAC Engineers
Rodger Disbrow
Charles J. Hones
Geoffrey McGowan
Thomas O'Herron
Alan Robinson
is (a) High pressure boiler operator's license and (b) 3rd
class refrigeration operator's license from the City of
Detroit.
City of Detroit
Building and Safety Engineering Department
4th Floor City County Building
Detroit, Mi 48226
License on display in power plant.
3/16/94
EXHIBIT F-6
Tenants Not In Possession
Best of Times Vacated 1/10/94, but still pays charges.
Woolworth Express Vacated 12/31/93, but still pays charges.
Scott Gregory Vacated, but still in possession of lease.
EXHIBIT F-7
Northland Center
Revised Required Tenant Improvements Not Completed
Tenant Date to be Completed Comments
Gianni's Men's Wear August 1994 Remodel
Otto Cripsy Corn February 1994 Remodel,
currently under
construction.
Mrs. Fields April 1994 Remodel
New York's February 1994 Expansion,
delayed due to
lease language
negotiations.
Stride Rite August 1993 Remodel
MZ/ja
4/21/94
Exhibit F-8
List of any lease cancellation fees.
None
Exhibit F-9
PREPAID RENTS
Northland Center
Tenant Amount
Southeastern Oakland County Water Authority $416.67 mo.
Southfield Police $550.00 mo.
EXHIBIT F-10
PENDING RENT REDUCTIONS
NORTHLAND CENTER
Tenant Explanation Effective Date
Father & Son 6% of Gross Sales 1/1/94 - 1/31/94
and other charges.
Gantos 12% of Gross Sales 2/1/94 - 1/31/96
and utilities,
including HVAC
standby charges.
Tenant is in
bankruptcy, short-
term modification
to ease cash flow.
Oxford Street Reduce monnthly 10/1/93 - 9/30/94.
costs by $6,430.54.
#1 Shoe $12,000 Annually 5/4/93 - 1/31/96
Service $17,340 Annually 2/1/96 - 1/31/98
$19,656 Annually 2/1/98 - 1/31/03
Super Stars 15% of Gross Sales 2/1/94 - 1/31/95
/ja
3/15/94
EXHIBIT F-11
TENANT ALLOWANCES
Tenant Tenant Allowance Amount Paid Balance
The Avenue $154,000 $77,000 $77,000
Exhibit F-12
LEASING PLAN DATA SHEET
1994 RENEWALS
Tenant Name
CODA
DOLCIS
GIANNIS
HOT SAM
MAX'S
DR. MENDELSOHN
SHARKEYS
LEASING PLAN DATA SHEET
1995 RENEWALS
Tenants Name
Kerby Koney
Bresler's
Borsetta
Corey's Jewel
Size 5-7-9
Christina
Stevens
Sportsmania
Jarman Shoes
Regal Shoes
Artos
Meyers
CPI Photo
Mall Totals
LEASING PLAN DATA SHEET
1996 RENEWALS
Tenant Name
Olga's Kitchen
Original Cookie
Subway
Claire's
Lane Bryant
No Name
Winkelman's
J. Alexander
President
Tuxedo
Sun CLothing
Ties For You
Kinney Shoes
Payless Shoes
Northland Tire
Sunday Best
Mall Totals
LEASING PLAN DATA SHEET
1997 RENEWALS
Tenant Name
Wild Pair
Taco Bell
Kaybee Toys
JW
Fredericks
Hi-Line Framing
Younique Kids
Intrigue
Buster-Brown
CVS
Professional Dental
Nathan Jewelry
Amy's Hallmark
Van Dyke's Uptown
Mall Totals
LEASING PLAN DATA SHEET
1998 RENEWALS
Tenant Name
Oxford Street
Compagnie Int'l Exp.
Lerner
Nathan Too
Little Caesars
Radio Shack
Craftsman
Journeys
Wilson's
Marianne Plus
Spencer Gifts
Athletic X-Press
U.S. Check Cashing
Mall Totals
Northland Center
Tenant Sapce Sq. Ft. Exp. Date Comments
Dolcis 767 2,759 1997 Landlord has right
to terminate upon
60 days written
notice.
Exhibit F-13
Exhibit F Security Deposits
TENANT AMOUNT
Subway $ 2080
Cheyenne Enterprises 500
Unique Perfumes & Cosmetics 500
Standard Kiddie Rides 500
Schonoco Sports 500
Young Jones Jewelry 500
Young Choi Time 500
Superior Window and Door 500
Exhibit F - 14
All currently due leasing and brokerage commissions or similar
fees relating to all Leases and list of any exclusive brokerage
agreements or other brokerage agreements in effect with respect
to all or any part of the premises.
None - All leasing for Northland is handled by General
Growth Management, Inc. inhouse staff and covered by
Management Agreement.
EXHIBIT F-15
NORTHLAND CENTER
Tenant Understandings not set forth in Lease, but
ITL Submitted
Merry Go Round 3/10/94 Name Change from Attivo to
Chess King.
Simmons & Clark 9/8/93 HVAC capped at 4% increase during
the term of lease.
Yummy Yogurt 3/09/94 Name Change from Yummy Yogurt
to Donna's Deli & Frozen Yogurt.
Use Clause to include: Frozen Cokes
/ja
3/15/94
EXHIBIT F-16
Any Lease which contains a provision which requires the landlord
thereunder to assume obligations to the tenant thereunder with
respect to property other than the Premises or to take back,
sublet, relet or otherwise be responsible for obligations of a
tenant under a lease.
NONE
Exhibit F-17
List of tenants having an option to acquire space in any other
building planned, owned or managed by partnership.
NONE
EXHIBIT F-18
List of tenants having any options, rights of first refusal, or
other agreements or any kind to purchase or otherwise acquire any
interests in the Premises other than rights to lease provided in
the Leases.
NONE
However, Hudson has right to extend.
EXHIBIT G
Major Tenants
1. Dayton-Hudson Corporation
2. J.C. Penney Company, Inc.
3. Kohl's Department Stores, Inc.
DEFS2\298698.1\026883-00605
EXHIBIT H
ASSIGNMENT AND ASSUMPTION OF SERVICE
CONTRACTS, UTILITY CONTRACTS AND INTANGIBLES
THIS ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS, UTILITY CONTRACTS
AND INTANGIBLES (the "Assignment") made on this _______ day of
____________________, 1994, by and between EQUITABLE REAL ESTATE SHOPPING
CENTERS L.P., a Delaware limited partnership having an office c/o Midwest
Centers, Inc., 388 Greenwich Street, 28th Floor, New York, New York, 10013
(the "Assignor") and THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED
STATES, a New York corporation having an office at 787 Seventh Avenue, New
York, New York, 10019 (the "Assignee");
W I T N E S S E T H
WHEREAS, the Assignor is the owner of a parcel of land located in Oakland
County, Michigan described in Schedule 2 attached hereto and made a part
hereof (together with buildings, improvements and personal property located
thereon and all easements, rights of way, appurtenances, strips, gores and
land in the bed of streets adjoining thereto, the "Center") which constitutes
a portion of the regional shopping center known as the Northland Shopping
Center;
WHEREAS, Assignor and Assignee have entered into an Agreement dated March
25, 1994, by which Assignee will acquire Assignor's rights in the Center (the
"Agreement");
WHEREAS, in connection with the transfer and conveyance of the Center to
Assignee: (a) Assignor desires to assign its entire right, title and interest
in and to the agreements described in Schedule 1 attached hereto and made a
part hereof (the "Contracts") and the Intangibles (as defined in the
Agreement) to Assignee, and (b) Assignee desires to accept such assignment and
to assume and perform all of Assignor's duties, obligations and liabilities
under the Contracts and in connection with the Intangibles arising from and
after the date hereof.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged:
1. Assignor hereby assigns, conveys and sets over unto Assignee its
entire right, title and interest in, to and under the Contracts and the
Intangibles from and after the date hereof, subject to the terms and
conditions thereof.
2. Assignee hereby accepts the foregoing assignment and assumes and
agrees to perform all of the duties, obligations and liabilities of Assignor
under the Contracts and in connection with the Intangibles, subject to any
nonrecourse provisions contained therein from and after the date hereof and
subject to the limitations on such duties, obligations and liability of
Assignor as set forth therein. Assignee agrees to indemnify and hold harmless
Assignor and to defend against any claim, action, suit or proceeding resulting
or arising from any obligation of Assignee under the Contracts from and after
the date hereof, and Assignor agrees to indemnify and hold harmless Assignee
and to defend against any claim, action, suit or proceeding resulting or
arising from any obligation of Assignor under the Contracts arising prior to
the date hereof. Notwithstanding the foregoing, the assumption and
indemnification by Assignee contained in this paragraph are conditioned upon
the following:
(a) Assignee's liability under the assumption and indemnification by
Assignee contained in this paragraph shall be limited to Assignee's
interest in the Center and in the rent and income derived therefrom,
and no other assets of Assignee shall be subject to any action or
proceeding for the enforcement of such assumption and
indemnification;
(b) neither Assignee nor its officers, directors, shareholders, agents,
and/or affiliates shall, at any time or times hereafter, have any
personal liability on account of or arising out of the assumption
and indemnification by Assignee contained in this paragraph;
(c) Assignee shall be released from all liability in connection with the
assumption and indemnification by Assignee contained in this
paragraph from and after a sale of the Center provided that the
purchaser of the Center assumes in writing all of the obligations of
the Assignee under the Contracts from and after the date of such
sale of the Center which assumption may be limited as set forth
herein; provided however that Assignee shall retain all liability to
Assignor in connection with the assumption and indemnification by
Assignee contained in this paragraph from the date hereof through
such sale of the Center.
3. None of the obligations or liabilities under this Assignment shall
run to or be enforceable by any party other than the parties hereto.
4. Nothing contained in this Assignment is intended to affect the
duties, obligations, and liabilities of Assignor and Assignee with respect to
the Contracts as set forth in the Agreement, or the representations and
warranties of Assignor in the Agreement.
5. If any provision of this Assignment shall conflict with any
provision of the Agreement, the provisions of the Agreement shall govern.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
Signed, sealed and THE EQUITABLE LIFE ASSURANCE
delivered in the SOCIETY OF THE UNITED STATES
presence of us:
By: ___________________________
________________________ Name:
________________________ Title:
EQUITABLE REAL ESTATE SHOPPING
CENTERS L.P.
By: Midwest Centers, Inc.
General Partner
By: ___________________________
________________________ Name:
________________________ Title:
STATE OF _________ )
: ss.:
COUNTY OF ________ )
The foregoing instrument was acknowledged before me this _____ day of
________, 1994, by _________________, the __________________ of THE EQUITABLE
LIFE ASSURANCE SOCIETY OF THE UNITES STATES, a New York corporation, on behalf
of the corporation.
______________________________
Notary Public
STATE OF _________ )
: ss.:
COUNTY OF ________ )
The foregoing instrument was acknowledged before me this _____ day of
________, 1994, by _________________, the __________________
of Midwest Centers, Inc., a general partner, on behalf of THE EQUITABLE REAL
ESTATE SHOPPING CENTERS L.P., a Delaware limited partnership.
______________________________
Notary Public
DEFS2\301213.1\026883-00605
EXHIBIT I-1
RELEASE AGREEMENT FOR BENEFIT OF EQUITABLE
THIS RELEASE AGREEMENT is made this ____ day of ________, 1994, by
EQUITABLE REAL ESTATE SHOPPING CENTERS L.P., a Delaware limited partnership
having an office at c/o Midwest Centers Inc., 388 Greenwich Street, 28th
Floor, New York, New York 10013 ("Partnership") and MIDWEST CENTERS INC.
(formerly known as Shearson ESC/GP, Inc.), the general partner of Partnership
(the "General Partner"), for the benefit of THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES, a New York corporation having an office at 787
Seventh Avenue, New York, New York 10019 ("Equitable").
R E C I T A L S:
A. Partnership purchased the Northland Shopping Center in Southfield,
Michigan ("Northland") and the Brookdale Center in Brooklyn Center, Minnesota
("Brookdale") from Equitable pursuant to that certain Agreement for Purchase
and Sale of Real Property (as amended, the "1986 Agreement") dated November
12, 1986 (the "1986 Transaction"). Northland and Brookdale are hereinafter
collectively referred to as the "Premises."
B. As part of the 1986 Transaction, Equitable made two loans (the
"Loans") to the Partnership as evidenced by that certain zero coupon first
mortgage promissory note (the "Northland Note") made by the Partnership to the
order of Equitable and secured by a first mortgage (the "Northland Mortgage")
on Northland and the related security documents (collectively, together with
the Northland Mortgage, the "Northland Security Documents") and that certain
zero coupon first mortgage promissory note (the "Brookdale Note") made by the
Partnership to the order of Equitable secured by a first mortgage (the
"Brookdale Mortgage") on Brookdale and the related security documents
(collectively, together with the Brookdale Mortgage, the "Brookdale Security
Documents").
C. As part of a bona fide debt workout, Partnership desires to convey
Northland to Equitable, and Equitable desires to acquire Northland from
Partnership in accordance with the terms and conditions set forth in that
certain Agreement (the "1994 Agreement") between the Partnership and Equitable
dated March 25, 1994 (the "1994 Transaction").
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which is hereby acknowledged, Partnership and the General Partner agree as
follows:
1. Release.
A. Subject to the exceptions set forth in subparagraph B below,
Partnership and the General Partner (collectively, "Releasors") hereby
release and forever discharge Equitable and its present and former
officers, directors, shareholders, employees, agents, attorneys,
successors, assigns, and loan participants (collectively, "Releasees") of
and from any and all claims, causes of action, suits, debts, sums of
money, accounts, reckonings, bonds, bills, specialties, proceedings,
contracts, rights, covenants, controversies, agreements, promises,
variances, trespasses, damages, judgments, extents, executions, and
demands, whatsoever, in law, admiralty or equity, known or unknown, now
existing or which may hereafter arise as a result of facts existing as of
the date of this Agreement, which against the Releasees, the Releasors,
Releasors' heirs, executors, administrators, successors and assigns ever
had, now have or hereafter can, shall or may have for, upon, or by reason
of any matter, cause or thing whatsoever from the beginning of the world
to the day of the date of this Release pertaining to, arising out of or
in any way connected with the 1986 Transaction, the Loans, or the
Premises (collectively, the "Claims").
B. The release set forth in subparagraph A above shall not apply to
any of the following:
(1) the obligations, if any, under the 1994 Agreement and/or
the documents executed and delivered pursuant thereto which pursuant
to the terms thereof are intended to survive the closing of the 1994
Transaction,
(2) the obligations of Partnership under any and all loan
documents pertaining to the Brookdale Note, the Brookdale Mortgage,
or the other Brookdale Security Documents, as each has been amended,
(3) the right, if any, to bring any cross claim and/or claim
for contribution or indemnity in the event that an action is brought
against Partnership or the General Partner by any Unaffiliated Third
Party (as hereinafter defined). Notwithstanding the above, a
derivative action brought in the name of the Partnership against the
General Partner, pursuant to Delaware Code 17.1001, by a limited
partner of the Partnership other than an Affiliated Third Party
shall be an action which will also allow the General Partner to
bring an action against the Releasees for a cross claim and/or a
claim for indemnity or contribution. As used herein, an "Affiliated
Third Party" shall mean the Partnership, the General Partner, Lehman
Brothers, Inc., Shearson Lehman Brothers, Inc. or any entity
controlling, controlled by, or under common control with, the
Partnership, the General Partner, Lehman Brother, Inc., or Shearson
Lehman Brothers, Inc. at any time from and after December 30, 1986
or any officer, director, or employee of any of the foregoing. An
"Unaffiliated Third Party" shall mean any person or entity other
than an Affiliated Third Party.
C. Partnership and the General Partner hereby agree (i) neither
Partnership nor the General Partner will pursue against Releasees any
claims arising out of facts existing as of the date of this Agreement
except as permitted hereunder, (ii) that neither Partnership nor the
General Partner will encourage or solicit whatsoever any limited partner
of Partnership or other person to initiate any claim against Releasees,
and (iii) that, notwithstanding anything contained in this Agreement to
the contrary, neither Partnership nor the General Partner shall be
precluded from asserting cross claims and/or claims for contribution or
indemnity against Releasees in the event that an action is brought
against either Partnership or the General Partner by any Unaffiliated
Third Party. Notwithstanding the above, a derivative action brought in
the name of the Partnership against the General Partner, pursuant to
Delaware Code 17.1001, by a limited partner of the Partnership other
than an Affiliated Third Party shall be an action which will also allow
the General Partner to bring an action against the Releasees for a cross
claim and/or a claim for indemnity or contribution.
2. No Admission of Liability or Waiver. It is understood that this
Agreement does not constitute an admission of liability on the part of any
party or a waiver of any defenses, including without limitation the statute of
limitations. This Agreement shall not constitute a reaffirmation of any
representations or warranties and is intended to be a release and shall in no
way be construed to increase or extend the liability of any party.
3. Authority. Partnership and the General Partner each represents and
warrants for itself that it has the right and authority to execute this
Agreement; and neither of them has sold, assigned, transferred, conveyed or
otherwise disposed of any of the Claims.
4. Voluntary Agreement. Partnership and the General Partner each have
read and understood this Agreement, have had an opportunity to consult with
counsel and have entered into it freely and voluntarily.
5. Amendment. Partnership and the General Partner each agree that this
Agreement may not be altered, amended, modified, or otherwise changed, except
by a duly executed written agreement among Partnership, the General Partner
and Equitable.
6. Governing Law. Partnership and the General Partner acknowledge and
agree that the validity, performance, interpretation and terms of this
Agreement are subject to and shall be governed by the laws of the State of New
York.
7. Successors. This Agreement shall be binding upon Partnership and
the General Partner, and their respective successors and assigns and shall
inure to the benefit of their respective successors and assigns.
8. Captions. Captions to sections of this Agreement have been provided
solely for the sake of convenient reference and are entirely without
substantive effect.
IN WITNESS WHEREOF, Partnership and the General Partner have caused this
Agreement to be executed on the day and year first above written.
EQUITABLE REAL ESTATE SHOPPING
CENTERS L.P.
a Delaware limited partnership
By: Midwest Centers Inc. (formerly
known as Shearson ESC/GP Inc.),
general partner
By:_____________________________
Name: _____________________
Title: ____________________
Date:_________________________
MIDWEST CENTERS INC. (formerly
known as Shearson ESC/GP Inc.)
By:_____________________________
Name: _____________________
Title: ____________________
Date:_________________________
STATE OF _________ )
: ss.:
COUNTY OF ________ )
The foregoing instrument was acknowledged before me this _____ day of
_____, 1994, by _________________, the __________________
of Midwest Centers, Inc., a general partner, on behalf of THE EQUITABLE REAL
ESTATE SHOPPING CENTERS L.P., a Delaware limited partnership.
______________________________
Notary Public
STATE OF _________ )
: ss.:
COUNTY OF ________ )
The foregoing instrument was acknowledged before me this _____ day of
_____, 1994, by _________________, the __________________
of Midwest Centers, Inc., a ________ corporation, on behalf of the
corporation.
______________________________
Notary Public
EXHIBIT I-2
RELEASE AGREEMENT FOR BENEFIT OF
PARTNERSHIP AND GENERAL PARTNER
THIS RELEASE AGREEMENT is made this ____ day of ________, 1994, by THE
EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation
having an office at 787 Seventh Avenue, New York, New York 10019
("Equitable"), for the benefit of EQUITABLE REAL ESTATE SHOPPING CENTERS L.P.,
a Delaware limited partnership having an office at c/o Midwest Centers Inc.,
388 Greenwich Street, 28th Floor, New York, New York 10013 ("Partnership") and
MIDWEST CENTERS INC. (formerly known as Shearson ESC/GP, Inc.) having an
office at 388 Greenwich Street, 28th Floor, New York, New York 10013 ("General
Partner").
R E C I T A L S:
A. Partnership purchased the Northland Shopping Center in Southfield,
Michigan ("Northland") and the Brookdale Center in Brooklyn Center, Minnesota
("Brookdale") from Equitable pursuant to that certain Agreement for Purchase
and Sale of Real Property (as amended, the "1986 Agreement") dated November
12, 1986 (the "1986 Transaction"). Northland and Brookdale are hereinafter
collectively referred to as the "Premises."
B. As part of the 1986 Transaction, Equitable made two loans (the
"Loans") to the Partnership as evidenced by that certain zero coupon first
mortgage promissory note (the "Northland Note") made by the Partnership to the
order of Equitable and secured by a first mortgage (the "Northland Mortgage")
on Northland and the related security documents (collectively, together with
the Northland Mortgage, the "Northland Security Documents") and that certain
zero coupon first mortgage promissory note (the "Brookdale Note") made by the
Partnership to the order of Equitable secured by a first mortgage (the
"Brookdale Mortgage") on Brookdale and the related security documents
(collectively, together with the Brookdale Mortgage, the "Brookdale Security
Documents").
C. As part of a bona fide debt workout, Partnership desires to convey
Northland to Equitable, and Equitable desires to acquire Northland from
Partnership in accordance with the terms and conditions set forth in that
certain Agreement (the "1994 Agreement") between the Partnership and Equitable
dated March 25, 1994 (the "1994 Transaction").
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which is hereby acknowledged, Equitable agrees as follows:
1. Release.
A. Subject to the exceptions set forth in subparagraph B below,
Equitable hereby releases and forever discharges Partnership and the
General Partner and their respective present and former officers,
directors, employees, agents, attorneys, successors, and assigns
(collectively, "Releasees") of and from any and all claims, causes of
action, suits, debts, sums of money, accounts, reckonings, bonds, bills,
specialties, proceedings, contracts, rights, covenants, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents,
executions, and demands, whatsoever, in law, admiralty or equity, known
or unknown, now existing or which may hereafter arise as a result of
facts existing as of the date of this Agreement, which against the
Releasees, Equitable, Equitable's heirs, executors, administrators,
successors and assigns ever had, now have or hereafter can, shall or may
have for, upon, or by reason of any matter, cause or thing whatsoever
from the beginning of the world to the day of the date of this Release
pertaining to, arising out of, or in any way connected with the 1986
Transaction, the Loans, or the Premises (collectively, the "Claims").
B. The release set forth in subparagraph A above shall not apply to
any of the following:
(1) the obligations, if any, under the 1994 Agreement and/or
the documents executed and delivered pursuant thereto which pursuant
to the terms thereof are intended to survive the closing of the 1994
Transaction,
(2) the obligations of Partnership under any and all loan
documents pertaining to the Brookdale Note, the Brookdale Mortgage,
or the other Brookdale Security Documents, as each has been amended,
(3) the right, if any, to bring any cross claim in the event
that an action is brought against Equitable by any Unaffiliated
Third Party (as hereinafter defined). As used herein, an
"Unaffiliated Third Party" shall mean any person or entity other
than Equitable or any entity controlling, controlled by, or under
common control with, Equitable at any time from and after December
30, 1986.
C. Equitable hereby agrees (i) that it will not pursue against the
Releasees any claims arising out of facts existing as of the date of this
Agreement except as permitted hereunder, and (ii) that, notwithstanding
anything contained in this Agreement to the contrary, Equitable shall not
be precluded from asserting cross claims and/or claims for contribution
or indemnity against Releasees or anyone affiliated therewith in the
event that an action is brought against Equitable by any Unaffiliated
Third Party.
2. No Admission of Liability or Waiver. It is understood that this
Agreement does not constitute an admission of liability on the part of any
party or a waiver of any defenses, including without limitation the statute of
limitations. This Agreement shall not constitute a reaffirmation of any
representations or warranties and is intended to be a release and shall in no
way be construed to increase or extend the liability of any party.
3. Authority. Equitable represents and warrants that it has the right
and authority to execute this Agreement; and it has not sold, assigned,
transferred, conveyed or otherwise disposed of any of the Claims.
4. Voluntary Agreement. Equitable has read and understood this
Agreement, has had an opportunity to consult with counsel and has entered into
it freely and voluntarily.
5. Amendment. Equitable agrees that this Agreement may not be altered,
amended, modified, or otherwise changed, except by a duly executed written
agreement among Equitable, Partnership, and the General Partner.
6. Governing Law. Equitable acknowledges and agrees that the validity,
performance, interpretation and terms of this Agreement are subject to and
shall be governed by the laws of the State of New York.
7. Successors. This Agreement shall be binding upon Equitable and its
successors and assigns and shall inure to the benefit of its successors and
assigns.
[THIS PAGE IS INTENTIONALLY LEFT BLANK]
8. Captions. Captions to sections of this Agreement have been provided
solely for the sake of convenient reference and are entirely without
substantive effect.
IN WITNESS WHEREOF, Equitable has caused this Agreement to be executed as
of the day and year first above written.
THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
a New York corporation
By:_________________________________
Name: _________________________
Title: ________________________
Date:______________________________
STATE OF _________ )
: ss.:
COUNTY OF ________ )
The foregoing instrument was acknowledged before me this ____ day of
_____, 1994, by _________________, a __________________ of THE EQUITABLE LIFE
ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation, on behalf of
the corporation.
______________________________
Notary Public
DEFS2\296505.7\026883-00605
EXHIBIT J
INSURANCE SCHEDULE
1. List of all insurance policies presently affording coverage with
respect to the Premises indicating the expiration dates of such
policies.
2. List of any notice which has been received from any insurance
carrier requiring the performance of any work or repairs or
claiming any defects or deficiencies in the Premises, which has
not been complied with or will not be complied with prior to
Closing.<PAGE>
J Insurance Schedule
List of all insurance policies presently affording coverage with
respect to the Premises indicating the expiration dates of such
policies.<PAGE>
Northland Insurance Carrier
Liability Expiration Date: August 5, 1994
Cinga Insurance
P.O. Box 5056
Southfield, Michigan 48086-5013
Workers Comp. Expiration Date: September 1, 1994
CNA Insurance
400 Galleria Officentre
Suite 300
P.O. Box 5159
Southfield, MI 48086-5159
NORTHLAND INSURANCE COVERAGES
AS OF APRIL 19, 1994
I. PROPERTY INSURANCE
Northland is insured under a Master All-Risk Property Insurance
policy covering all of Lehman Brothers Inc. investment
properties. The policy provides coverage for Real and Personal
Property, including Property of Others in our Care, Custody and
control, Business Interruption, Extra Expense, Retail Value and Loss
of Rents.
The Limits of Liability are:
$135,000,000 Blanket - All Risk including, Flood & Earthquake
covering Real and Personal Property.
$100,000,000 Sublimit - Per Occurrence and Annual Aggregate applying
to Flood & Earthquake (All other States - excluding California)
$15,000,000 Sublimit - Per occurrence and Annual Aggregate applying
to California Earthquake.
DEDUCTIBLES: $ 5,000 Per Occurrence
$25,000 Per Occurrence Earthquake
(other than California)
5% of Building Values Deductible
For California Earthquake
Subject to a $250,000 minimum
II. GENERAL LIABILITY
Northland is insured under a Master Comprehensive General Liability
Insurance Policy covering all of Lehman Brothers, Inc. operations.
The policy has a $1,000,000 per Occurrence Combined Single Limit and
a General Aggregate limit (other than Completed Operations) of
$2,000,000. The policy provides among other items:
Hired a Non-Owned Car Coverage
Contractual Liability
Personal & Advertising Injury
Incidental Medical Malpractice
Additional Insured Managing Agent
NORTHLAND INSURANCE COVERAGES
AS OF APRIL 19, 1994
III. AUTOMOBILE LIABILITY
Primary Automobile Liability insurance is provided under policy
insured in the name of Equitable Real Estate Shopping Centers, L.P.
covering both the Northland and Brookdale Vehicles. This policy
provides a $1,000,000 CSL for Bodily Injury and Property Damage.
IV. UMBRELLA LIABILITY
To provide higher Liability limits, Lehman Brothers, Inc. has
purchased Umbrella & Excess policies providing $50,000,000
liability limits.
Both the General Liability and Auto Liability contracts are on the
schedule of underlying insurance.
PROPERTY AND LIABILITY SLNDIM04
10/13/93
EQUITABLE REAL ESTATE SHOPPING CENTERS L.P. (CA427..CL453)
SHEARSON ESC/GP INC.
Building
Personal
Annual
Building Property
Rents
- --------- --------
- -------
NORTHLAND SHOPPING CENTER
21500 Northwestern Hwy &
$93,052,000 incl.
$17,200,000
Greenfield Road
Southfield, MI
Area Construction
- ---- ------------
213,627 Non-Combustible
Sprinklered
BRUNSWICK COMPANIES
2857 Riviera Drive . Fairlawn, Ohio
44333
216/864-8800 . Fax 216/864-8661
PLEASE USE THE ATTACHED CERTIFICATE
OF INSURANCE
AS EVIDENCE OF COVERAGE, WHENEVER
NECESSARY.
THANK YOU,
ALYSON A. LARSON
J Insurance Schedule
List of any notice which has been received from any
insurance
carrier requiring the performance of any work or
repairs or
claiming any defects or deficiencies in the
Premises, which has not
been complied with or will not be complied with
prior to closing.
RECOMMENDATIONS RESUBMITTED BY CIGNA
NORTHLAND SHOPPING CENTER
SOUTHFIELD, MI
JULY 30, 1993
UPDATE MARCH 14, 1994
91-03 (Revised 06-92) Low water level and critical
temperature alarms are
scheduled to be installed in September 1993.
Installed February 15, 1994.<PAGE>
August 23, 1993
Mr. Glenn F. Grace, C.F.P.S.
Senior Fire Protection Specialist
Loss Control Survey
Cigna Property and Casualty Companies
600 E. Las Colinas Blvd., Suite 1020
Irving, TX 75039
Re: Shearson Lehman Brothers
Policy No.: MAU D25795246
Location: Northland Shopping Center,
Southfield, MI
Dear Mr. Grace:
Attached is our response to your July 13 and 14, 1993, inspection of the above
property. We have sent copies of our comments to our Asset Manager and Owner
Representative.
If you have any questions, please feel free to contact my office.
Respectfully,
Catherine M. O'Malley
General Manager - Northland
CMO/ja
cc: Greg Gergan, General Growth, w/att.
Alex Liftis, Equitable Real Estate Investment Management, Inc.,
w/att.
Rob Hellman, Shearson Lehman, w/att.<PAGE>
RECOMMENDATIONS RESUBMITTED BY CIGNA
NORTHLAND SHOPPING CENTER
SOUTHFIELD, MI
July 30, 1993
91-01 (Revised 06-92) The air conditioning cooling tower
is scheduled for
fire protection upgrading in October 1993. Bids
were solicited and
received in July and preliminary piping and exterior
work will
commence in mid-August with the remainder to
continue after tower
shutdown.
91-03 (Revised 06-92) Low water level and critical
temperature alarms are
scheduled to be installed in September 1993.
92-01 A five-year plan has been implemented and sectional
installation
will be accomplished throughout the secondary
storage areas to
comply with State and Local Codes. The lower level
areas in
Building "E" are scheduled for sprinkler
installation in September
1993.
92-02 Letters of direction will be given to the current
tenants of Space
#622 (Gifts and Baskets) and Space #479 (Borsetta)
concerning the
need to configure the existing fire sprinkler heads.
92-03 A letter detailing the reporting requirements for
fire suppression
system maintenance will be given to all Food Service
Tenants at
Northland. A file will be maintained for each
tenant and
discrepancies addressed as needed.
92-04 A letter detailing the access requirements for
electrical controls
and transformers and the storage criteria for
adjoining areas will
be given to each applicable tenant.
93-01 The design criteria to provide 0.19 GPM per sq. ft.
for the remote
2,000 sq. ft. will be included in the Tenant
Coordinator's pre-
construction brief for new tenant construction.<PAGE>
Ms. K. O'Malley
General Growth Center Companies
Northland Center
21500 NW Highway (BC-2)
Southfield, Michigan 48075
RE: Shearson Lehman Brothers
Limited Partnership
Policy No. : MAU D25795246
Location : Northland
Shopping Center, Southfield, Michigan
Dear Ms. O'Malley:
On July 13 and 14, 1993, a visit was made to this shopping center to conduct a
survey for underwriting purposes. As a result of the survey, I am enclosing a
Loss Control Survey report. The survey report incorporates recommendations
that should be brought to the attention of the facility management for their
consideration and constructive action.
An exit interview was conducted with Mr. Larry Golden, Operations Director, of
the General Growth Center Companies, at which time the recommendations were
discussed. I wish to thank Mr. Golden for his help during this survey.
Please inform us of the insured's intended plan of action regarding the
recommendations in the next sixty days.
If you or the insured should have any questions concerning these
recommendations, please contact me.
Sincerely,
GLENN F. GRACE, C.F.P.S.
Senior Fire Protection Specialist
(214) 869-8644
Account: Shearson Lehman Brothers
Limited Partnership
Location: Northland Shopping Center
Southfield, MI
July 30, 1993
RECOMMENDATIONS
RESUBMITTED
91-01 (Revised 06-92) The air conditioning cooling tower
was constructed
with combustible materials. During nonoperating
periods, the tower
is particularly susceptible to damage from a fire.
To reduce the
possibility of significant damage from a fire,
serious
consideration should be given to the installation of
an automatic
sprinkler system for the cooling tower. The
automatic sprinkler
system should be installed in accordance with NFPA
214, Standard on
Water Cooling Tower and NFPA 13, Standard for the
installation of
Sprinkler Systems. Plans and specifications should
be submitted to
CIGNA Loss Control Services for our review and
comment prior to
construction beginning. (A request for funding has
been submitted
for this project.)
91-03 (Revised 06-92) The facility's water tower
maintains the water
pressure for the sprinkler systems throughout the
complex. In the
event of a fire, it is important that an adequate
supply of water
is available from the water tower. To assure that
the water tower
is full and able to supply this critical water
supply, the present
alarm system should be extended to monitor low water
level and low
temperature conditions of the water tower. (A
request for funding
has been submitted for this project.)
92-01 To provide for the early detection and control of
fire in a number
of basement areas and in smaller areas of the
shopping center,
automatic sprinklers should be installed in these
areas Until
automatic sprinklers are installed, the combustible
materials
stored in these areas should be removed. The
sprinklers should be
installed in accordance with state and local codes
as well NFPA 13,
Standard on the Installation of Sprinkler Systems.
(A five year
plan has been established to provide sprinklers.
The areas are
being maintained free of combustibles.)
92-02 The suspended ceilings systems and tiles for the
stock areas of
Basket and Gifts and Borsetta stores have been
removed. Without
the ceiling system or tiles to collect heat from a
fire, the
sprinkler heads for these areas will not operate in
the event of a
fire. To allow for proper operation of the
sprinkler heads, the
ceilings should be replaced or the sprinkler heads
should be
repositioned closer to the building's roof deck.
Account: Shearson Lehman Brothers
Limited Partnership
Location: Northland Shopping Center
Southfield, MI
July 30, 1993
RECOMMENDATIONS
(Continued)
92-03 Now that the Food Court has been operating for more
than six
months, the restaurants should be required to supply
a copy of
their semi-annual contracts for servicing their
automatically
operated fire extinguishing systems. These systems
should be
inspected and serviced at least six month intervals.
This will
assure for continued reliability of the
automatically operated fire
extinguishing systems for the kitchen commercial
cooking equipment.
92-04 To permit access to the electrical controls and
transformers
throughout stock room areas in the shopping center,
combustible
storage near this equipment should be removed. A
clear space of at
least 3 feet should be maintained around this
equipment.
93-01 The automatic sprinkler protection for all new
retail areas should
be hydraulically designed to provide 0.19 GPM per
sq. ft. for the
remote 2,000 sq. ft. The National Fire Codes now
only recommend
hydraulically designed sprinkler systems to insure
the design is
adequate to protect the hazard.
CERTIFICATE OF INSURANCE
Date:
==============================================================================
Producer
This certificate is issued as a matter of
.Genatt Associates, Inc.
information only and confers no rights upon
.333 New Hyde Park Road
the certificate holder. This certificate
.Fourth Floor
does not amend, extend or alter the coverage
.New Hyde Park, NY 11042
afforded by the policies below.
COMPANIES AFFORDING COVERAGE
Company Letter A INSURANCE COMPANY OF NORTH
AMERICA (CIGNA)
Insured
Company Letter B NATIONAL UNION INSURANCE COMPANY
Company Letter C HARTFORD STEAM BOILER INSURANCE
COMPANY
Company Letter D
Company Letter E
.Lehman Brothers Inc.
.388 Greenwich Street
.New York, NY 10013
==============================================================================
=
COVERAGES
This is to certify that policies of insurance listed below have been issued to
the insured named above for the policy period indicated, notwithstanding any
requirement, term or condition of any contract or other document with respect
to which this certificate may be issued or may pertain, the insurance afforded
by the policies described herein is subject to all the TERMS, CLAUSES,
EXCLUSIONS, LIMITS AND CONDITIONS OF SUCH POLICIES.
- ------------------------------------------------------------------------------
- -
Co Type of Insurance
Policy Number Policy Eff
Ltr
Date
- ------------------------------------------------------------------------------
- -
GENERAL LIABILITY
RENEWAL OF 8/5/93
A [x] General Liability
D2878336A
[ ] Claims [x] Occ.
[ ] Owners, Cont. Prot.
[ ]
[ ]
AUTOMOBILE LIABILITY
[ ] Any Auto
[ ] All Owned Autos
[ ] Scheduled Autos
[X] Hired Autos
[X] Non-owned Autos
[ ] Garage Liability
[ ]
RENEWAL OF
B EXCESS LIABILITY
3086878 8/5/93
[X] Umbrella
[ ] Other Than Umbrella
C BOILER & MACHINERY
NY-8572023-0 8/5/93
WORKER'S COMPENSATION
And
EMPLOYERS LIABILITY
A All Risk/Agreed Amount
MAUD31313697 8/5/93
Replacement Cost
- ------------------------------------------------------------------------------
Policy Exp. Limits
- ------------------------------------------------------------------------------
- -
General Aggregate
$2,000,000
8/5/94 Prod-Comp/Ops Agg
$1,000,000
Personal & Adv. Injury
$1,000,000
Each Occurrence
$1,000,000
Fire Damage (any one fire)
$ 50,000
Medical Expense (one Per)
$ 5,000
CSL
$
Bodily Injury
(per person)
$ 0
Bodily Injury
(per accident)
$ 0
Property
Damage
$ 0
8/5/94 Each Occurrence
Aggregate
$10,000,000
$10,000,000
8/5/94 Statutory
$50,000,000 Per Occurrence
$
(Each Accident)
$
(Disease-Policy Limit)
$
(Disease-Each Employee)
8/5/94 $135,000,000 PER
OCCURRENCE/INCLUDING BUILDING,
BUSINESS PERSONAL PROPERTY
& LOSS OF RENTS
==============================================================================
=
DESCRIPTION OF OPERATIONS:
.Location: Northland Shopping Center
. 21500 Northwestern Hwy & Greenfield
Road
. Southfield, MI 48075
.
- ------------------------------------------------------------------------------
- -
.Certificate Holder #153
Should any of the above described policies be
.Northland Shopping Center
cancelled before the expiration date thereof,
.21500 Northwestern Hwy &
the issuing company will mail 90 days written
.Greenfield Rd.
notice to the certificate holder named to the
.Southfield, MI 48075
left, but failure to mail such notice shall
Attn: Veronica Hurt
impose no obligation or liability of any kind
upon the company, its agents or representatives.
- ------------------------------------------------
Authorized Representative:
==============================================================================
=
SCHEDULE OF VEHICLES
NORTHLAND SHOPPING CENTER, SOUTHFIELD, MN.
DATE: 10/13/93
1) 1982 FORD CARGO VAN #1FTDE14ESCHB26471
2) 1986 CHEVY PICK-UP #1GCCK24T7GJ127938
3) 1986 FORD PICK-UP #2FTEP26H7GCD64765
4) 1992 ISUZU VAC-TRUCK #JALB4B1K5N7000064
5) 1988 FORD F150 PICK-UP #2FTDF15Y5DCA90359
6) 1992 FORD CROWN VICTORIA #2FACP72W9NX203180
7) 1992 FORD VAC TRUCK #2FDJF37GOCCA29546
8) 1991 FORD PICK-UP #2FT8F36800MCA38732
9) 1989 FORD DUMP TRUCK #1FDPK74PKVA60230
10) 1992 FORD STAKE #2FDHF37Y6NCB11502
11) 1998 FORD WORN VICTORIA #2FACP71W1PX177324
12) 1993 FORD CROWN VICTORIA #2FACP71WSPX177325
13) 1993 FORD CROWN VICTORIA #2FACP71WPX164030
14) 1993 FORD CROWN VICTORIA #2FACP71WPX164031<PAGE>
NAME OF THE INSURED
Shearson Lehman Brothers Limited Partnership
LOCATION SURVEYED
Northland Shopping Center, 21500 Northwestern Highway, Southfield, MI
DATE OF THE SURVEY
SURVEY BY
July 13, 14, 1993
Glen Grace, Senior Fire
Protection Specialist
CONFERRED WITH
Larry Golden, Operations Director & William Bushaw, Special Projects
Coordinator
SPRINKLERS AS NEEDED:
YES NO VALVES
93%
Locked and supervised
WATER FLOW ALARMS
Waterflow switches monitored at the location's security center
SUPERVISORY COVERS
Waterflow, low air pressure (DPV), HVAC smoke detectors, control valves
PLANT OPERATIONS
7 days, 2 shifts
WATCHMAN SERVICE
Northland Shopping Center employees
ROUNDS
Hourly, 25 stations, nights
PUBLIC FIRE DEPARTMENT
NOTIFICATION BY
Paid, Town Class 4
Telephone, by security staff
RECORDED SELF-INSPECTIONS
FIRE BRIGADE
Daily and monthly
Evacuation and incipient
IMPAIRMENT NOTIFICATION TAGS USED? YES
NO PORTABLE FIRE EQUIPMENT
Satisfactory
Adequate
WELDING AND CUTTING TAGS USED? YES
NO ELECTRICAL EQUIPMENT
Satisfactory
Satisfactory
MAINTENANCE
HOUSEKEEPING
Satisfactory
Satisfactory
COMBUSTION CONTROLS
HIGH PILING (FT.)
Satisfactory
Piled storage to 10 feet
OCCUPANCY
Shopping Center - enclosed mall type
SPECIAL HAZARDS
Commercial Cooking
RECENT CHANGES AND COMMENTS:
CONFERRED WITH: Jim Lind, Mechanical Maintenance Foreman, all with the
facility's management company, General Growth/Center Companies, Inc.
SUPERVISORY COVERS: food court smoke detectors and building intrusion.
TESTING: Testing at the location's consistent of 2 inch drains flows, of
inspectors test connection flows, hydrant flow tests and valve tamper switch
tests. Satisfactory results were noted. All sprinkler system control valves
were found in the open position.
The location's management company has been working to relocate tenants from
building section 1. This building section is slatted to become the location
of a large tenant.
SCHEDULE OF YOUR CURRENT INSURANCE
PREPARED FOR: EQUITABLE REAL ESTATE SHOPPING CENTERS
c/o LEHMAN BROTHERS INC.
LOCATION: 388 GREENWICH ST. - 28TH FLOOR
NEW YORK, NY 10013
A SERVICE OF GENATT ASSOCIATES, INC.
COVERAGE AMOUNT YRS
EXPIRES COMPANY
OR LIMIT
Commercial 1
8/5/94 INA Indemnity
Automobile
POLICY PREMIUM COMMENTS
NUMBER
H0472477A $13,255 See
Vehicle
Including Schedule
Attached
MCCA Assessment
Liability
Personal Injury
$1,000,000
Uninsured Motorist
$1,000,000
Hired & non-Owned
Automobile
No Comprehensive
or Collision
Coverage Included
CIGNA Loss Control Services, Inc.
Name of Insured
Location Surveyed
Northland Shopping Center
Southfield Michigan
WATER SUPPLIES
2-16 inch connection to a 36 inch CWM in Greenfield Road
TEST RESULTS
G.P.M. Flow Location Static
Resid. Pres. Location
1780 HE Hyd. 65
54 ASR 7-5
Tested:
7-14-94 GFG
Fire Pump Head Drive Auto.
Suction Shutoff
Capacity Rating Man
Source Pres.
G.P.M.
None
G.P.M. Disc. R.P.M. Suct.
Cond. Tested:
Pres. Pres.
SPECIAL HAZARDS: No changes to report
PRODUCER
THIS CERTIFICATION IS ISSUED AS A MATTER OF
INFORMATION ONLY AND CONFERS NO RIGHTS UPON
Brunswick Companies
THE CERTIFICATE HOLDER. THIS CERTIFICATE
P.O. Box 28
DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE
Akron, OH 44309
AFFORDED BY THE POLICIES BELOW.
INSURED
COMPANIES AFFORDING COVERAGE
General Growth
COMPANY CNA INSURANCE COMPANIES
Properties
A
215 KEO Way
LETTER
Des Moines, IA 50306
COMPANY B
LETTER
COMPANY C
LETTER
COMPANY D
LETTER
COMPANY E
LETTER
COVERAGES:
THIS IS CERTIFY THAT THE POLICIES OF INSURANCE LISTED
BELOW HAVE
BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY
PERIOD
INDICATED,NOTWITHSTANDING ANY REQUIREMENT, TERM OR
CONDITION OF ANY
CONTRACT ORO THER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE
MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED
BY THE POLICIES
DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND
CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE
BEEN REDUCED BY
PAID CLAIMS.
CO
POLICY POLICY POLICY
LTR TYPE OF INSURANCE
NUMBER EFFECTIVE EXPIRATION
General Liability
Commercial General Liability
Claims Made Occur.
Owner's & Contractor's Prot.
__________________________
A AUTOMOBILE LIABILITY
BUA002515933 09/01/93 09/01/94
_X_ Any Auto
___ All Owned Autos
___ Scheduled Autos
___ Hired Autos
___ Non-Owned Autos
___ Garage Liability
EXCESS LIABILITY
Umbrella Form
Other Than Umbrella Form
WORKER's COMPENSATION AND
EMPLOYERS' LIABILITY
OTHER
LIMITS
General Aggregate
$
Products-Comp/Op Agg.
$
Personal & Adv. Injury
$
Each Occurrence
$
Fire Damage (any one fire)
$
Med. Exp. (any one person)
$
Combined Single Limit
$ 1,000,000
Bodily Injury (Per person)
$
Bodily Injury (Per accident)
$
Property Damage
$
Each Occurrence
$
Aggregate
$
STATUTORY LIMITS
Each Accident
$
Disease-Policy Limit
$
Disease-Each Employee
$
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS
Includes: Michigan no fault coverages
Applies to all owned or lease vehicles of General Growth Management, Inc.
CERTIFICATE HOLDER:
TO WHOM IT MAY CONCERN
CANCELLATION
Should any of the above described policies be
cancelled before the
expiration date thereof, the issuing company will
endeavor to mail
__ days written notice to the certificate holder named
to the left,
but failure to mail such notice shall impose no
obligation or
liability of any kind upon the company, its agents or
representatives.
__________________________________________________________
Authorized Representative
EXHIBIT K
SERVICE CONTRACTS
1. The schedule of all oral or written contracts (including any
purchase orders) affecting the Premises, including service,
maintenance, equipment, security, employment, supply and
management contracts, including any modifications or
amendments thereto.
2. Any monetary or material non-monetary defaults thereunder.
3. List of any written notice of any actual or asserted default
thereunder.
4. List of any contracts which cannot be terminated without
cost or expense to Equitable on thirty (30) days notice.
Exhibit K Service Contracts
The schedule of all oral or written contracts (including any
purchase orders) affecting the Premises, including service,
maintenance, equipment, security, employment, supply and
management contracts, including any modifications or amendments
thereto.
VENDOR
Belfrey & Johnston
Carrier
Complete Meter Service
Core Electric
Core Electric
Core Electric
D.J. McConnell
Forster & Soule
Hugo Solomon
Hugo Solomon
Metro Sewer
Mortz Brothers
Mortz Brothers
Mortz Brothers
Mortz Brothers
Mueller & Carnago
Reynolds Televator
Vulcanmasters Welding
Vulcanmasters Welding
Vulcanmasters Welding
Vulcanmasters Welding
Vulcanmasters Welding
Wolf-Wineman
Wolf-Wineman
Four-Star Greenhouse
Leonetti Painting Co.
Tri-State Environmental
JOB DESCRIPTION
Install Partitions
Leak Check/Repair R-11 Storage
Meter Verification
Replace #1 Sanitary Pump and Cooling System
Overhaul #2 Sanitary Pump
Repair Drainage Pump Motor
Repair ACNT #2
Winter Maintenance Chiller Motors
Re-Key Spaces
Re-Key Space
Punch Sewer Lines
Repair Ventilation Ducting
Rebuild #1 Air Compressor
Rebuild #2 Air Compressor
Pressure Test R-11 Transfer Heater
Repair Cooling Tower Fill Line
Check and Repair Televator
Install Fume Tight Door in Sanitary Room
Install Access to Lower Level Sanitary
Install Hatch Retaining Device
Fabricate Water Tight Motor Covers
Fabricate Stairway to Lower Level Sanitary
Verification of Water Meters
Update Water System/Provide Cad Drawing
Spring Planting
Arcard #6 & South "J" Fascia
Hydraulic Lift Replacement
WORK ORDER # FUNDS OBLIGATED
18722 $280.00
18630 $3,500.00
10044 $1,600.00
10031 $27,366.96
18641 $13,718.00
18635 $1,600.00
18723 $750.00
2466 $10,190.00
18719 $388.78
10042 $81.80
18646 $625.00
18624 $1,250.00
18633 $4,879.00
18632 $4,879.00
18634 $500.00
18628 $4,000.00
2405 $2,020.00
18636 $1,259.00
18639 $1,394.00
18640 $80.40
18637 $3,536.32
18638 $3,836.00
18644 $2,000.00
18629 $4,750.00
Memo of 2/14/94 $43,154.00
18728 $5,955.00
18764 $13,000.00
Total $156,593.26
REVISED MAINTENANCE AND SERVICE CONTRACTS LIST AS OF 4/21/94
Company Expiration Date
The Following contracts have 30 day cancellation clause:
3M Advertising 07/30/97
Premier Pest Control, Inc. 03/31/95
American Photocopy 06/01/95
Betz/Entec Water Services 12/01/95
Camtronics 12/31/94
Carrier Maintenance Services 01/01/97
Cellular One 02/01/97
Central Utilities Account 10/01/94
Cintas Uniforms 04/01/94
City Environmental 01/01/95
CMS Gas Marketing 09/27/94
Copy Duplicating Systems Services 06/01/95
Custom Coffee Service 01/01/95
J & J Clean & Clear Window Maintenance 07/31/94
Jax Car Wash 06/15/94
Kellermeyer Building Services 06/30/95
Michigan Business Systems 04/01/95
Otis Elevator Service 01/01/94
Rocket Enterprises 02/14/95
Roman Gardens 11/01/94
Thorn Automated Systems 01/31/95
D & B Landscaping 09/30/94
The following contract has an early termination penalty:
Xeros 5350 (Management Office 12/01/95
Penalty for early termination $2,600.
Management Agreement dated December 30, 1986, between Equitable
Real Estate Shopping Centers, L.P., as owner, and Center
Management Venture (now known as General Growth Management,
Inc.), as manager.
/ja
Subject: Leased Equipment
EQUIPMENT LEASE EXPIRATION
FORD CROWN VICTORIA 1992
VIN#2FACP72W9NX203180 10/31/94
FORD CROWN VICTORIA 1993
VIN#2FACP71W3PX177325 5/31/95
FORD CROWN VICTORIA 1993
VIN#2FACP71W1PX177324 5/31/95
FORD CROWN VICTORIA 1993
VIN#2FACP71WXPX184031 5/31/95
FORD CROWN VICTORIA 1993
VIN#2FACP71W8PX184030 5/31/95
FORD F350 (STAKE BODY) 1992
VIN#2FDHF37Y8NCB111602 5/30/97
FORD F350 4X4 PICKUP 1994
VIN#2FTHF36H5RCA46414 3/1/99
ISUZU VACUUM TRUCK 1992
VIN#JALB4B1KSN7000064 5/1/95
FORD F350 4X4 PICKUP 1991
VIN#2FT8F368OMCA38732 11/1/94
FORD F700 DIESEL DUMP TRUCK 1989
VIN#2FDPK74PKVA60230 10/8/94
FORD LAWN TRACTOR 1994
SERIAL #TB10847 12/1/97
KUBOTA LAWN TRACTOR 1990
SERIAL #B155OHSD 7/1/94
HYDRO-MAX SCRUBBER/RETRIEVER
SERIAL #B155OHSD 12/30/94
MINOLTA COPIER (MOD #13562) 6/30/95
XEROX COPIER (MOD. #5034) 3/31/96
XEROX COPIER (MOD. #5050 AST) 9/23/96
MERLIN LEGEND TELEPHONE SYSTEM 11/30/96
Exhibit K Service Contracts
Any monetary or material non-monetary defaults thereunder list of
any written notice of any actual or asserted default thereunder.
NONE
Exhibit K Service Contracts
List of any written notice of any actual or asserted default
thereunder.
None
Exhibit K Service Contracts
List of any contracts which cannot be terminated without cost or
expense to Equitable on thirty (30) days notice.
SERVICE CONTRACTS
NORTHLAND CENTER
Contract Cost of Termination Comments
Xerox 5350 $2,600 Terminate Lease
agreement early.
EXHIBIT L
CITY OF SOUTHFIELD
1993 City and School Tax
Assessed Valuation State Equalized Valuation
BLDG 94,850 94,850
LAND 104,800 104,800
TOTAL 199,650 199,650
City Tax
0001405027A12231252436476023 2436-476-023 3257.75
County School
422.64
Partial School
9835.42
Administration
135.16
Miscellaneous
399.30
A
Total Taxes
14050.27
21125 Greenfield Rd
T1N, R10E, SEC 36
Northland Center Sub No. 2
Lot 10
Refund Made
Equitable Life Assur Soc
c/o 400 S. Highway 169 800
Minneapolis, MN 55426
CITY OF SOUTHFIELD
1993 City and School Tax
Assessed Valuation State Equalized Valuation
BLDG 0 0
LAND 53,500 53,500
TOTAL 53,500 53,500
City Tax
0000376504A122306S2436476015 2436-476-015 872.98
County School
113.25
Partial School
2635.59
Administration
36.22
Miscellaneous
107.00
A
Total Taxes
3765.04
Northwestern Hwy
T1N, R10E, SEC 36 564I
Section 36
Part of the SE 1/4 of the SE
1/4-See Property Card for
Bal of Desc- 3.529A
Shopping Centers Inc.
c/o Dave Mouck B 112
777 Nicollet Mall
Minneapolis, MN 55402
400
CITY OF SOUTHFIELD
1993 City and School Tax
Assessed Valuation State Equalized Valuation
TOTAL 535,550 535,550
City Tax
0003768905A202448S9962057000 9962057000 8738.73
County School
1133.71
Partial School
26382.96
Administration
362.55
Miscellaneous
1071.10
A
Total Taxes
37689.05
BC-2
Northland Center
F307T I36W
PERSONAL PROPERTY TAX
General Growth Center
Companies Inc.
Suite 800
400 South Hwy 169
Minneapolis, MN 55426
CITY OF SOUTHFIELD
1993 City and School Tax
Assessed Valuation State Equalized Valuation
BLDG 18,376,500 18,376,500
LAND 12,216,050 21,216,050
TOTAL 30,592,550 30,592,550
City Tax
0215293465A122313S2436476024 2436-476-024 499187.82
County School
64761.37
Partial School
1507089.97
Administration
20710.39
Miscellaneous
61165.10
A
Total Taxes
2152934.65
21125 Greenfield Rd
T1N, R10E, SEC 36
Northland Center Sub No. 1
Platted Joseph J. Hudson Dr. &
Providence Dr, Also
That, Unplatted part of
Equitable Life Assur Soc
c/o 400 S. Highway 169 800
Minneapolis, MN 55426
EXHIBIT M
Utilities Agreements
M Utility Agreements
Schedule of all written agreements by which gas, electricity, water,
steam heat, oil or other utilities service the Premises, including
all
modifications or amendments.
Attached
List of defaults thereunder
None
NORTHLAND
CENTER
SCHEDULE OF ALL WRITTEN
UTILITY AGREEMENTS
CMS GAS MARKETING
Exp: 9/27/94
THE DETROIT EDISON CO.
We are attaching a copy of the Electricity Resale Audit dated May 26, 1993,
which was performed by Central Utilities Accounting for Detroit Edison in
accordance with Standard Contract, Rider #4- Resale of Service which is dated
September 29, 1978.
May 26, 1993
The Detroit Edison Company
2000 Second Avenue
Room 1232 WCB
Detroit, Michigan 48226
Re:
Resale Audit
Northland Center
Southfield, Michigan 48075
Attn: Mr. Mike McCabee
Dear Mr. McCabee:
On May 26, 1993 we completed the examination of the billing and meter records
for your resale customer Northland Center in accordance with your Standard
Contract Rider #4 - Resale of Service which is dated September 29, 1978. This
examination covered the period from December 15, 1991 through December 16,
1992. The records of 159 bills were examined.
The scope of the audit covered the following topics:
A. Determination that all meters are read monthly.
B. Verification of mathematical accuracy of monthly billings.
C. Determination that billings for partial months are prorated.
D. Verification of correct application of all surcharges.
E. Verification of correct application and accuracy of sales and users
taxes.
F. Determination that all accounts are billed on the appropriate rates.
G. Determination that meter records are being maintained and that the
meters
are being tested as required by MPSC directives.
H. Determination that the tenant bills are adjusted for over billings
caused
by mis-read meters, malfunctioning meters, billing errors and mis-
application of rates, and sur-charges.
I. Verification of the total quantity of KWH billed to tenants at the
Proper
Rates during the period covered the audit. (Master audit spread
sheets
attached).<PAGE>
Enclosure to CENTRAL UTILITIES ACCOUNTING letter of 05/26/93
NORTHLAND CENTER Tenant Electric Charges from 12/15/91 to 01/15/92
Tenant KWH
TENANT 0
J. L. Hudsons 848,000
MUSICLAND 5,410
ELIAS BROTHERS 58,760
RECORD TOWN 2,800
SPORTELLE 1,267
FUTURE SUPERSTARS 1,910
NEW YORK FRIES 3,472
SBARRO 8,922
SUBWAY 3,754
IMPERIAL SPORTS 3,550
ORIGINAL COOKIE 8,628
SIXTEEN PLUS 8,156
TOTALS 954,629
DETROIT EDISON Company Fuel Charge for Period --- $+.0000000/KWH
DETROIT EDISON RATE INCREASE EFFECTIVE 1-1-92. ALL ACCOUNTS OVER-BILLED WHEN
BILLED TOTALLY ON NEW RATE INSTEAD OF BY PRORATION.
Net Bills Remarks
$0.00 BILLED TENANT
69,256.54 $70434.00 1964KW 534000 OFF
602.04 $612.60
6,446.61 $6564.53
316.11 $321.63
148.16 $150.72
218.61 $222.41
389.72 $396.55
986.78 $1004.13
420.62 $427.98
398.27 $405.24
954.57 $961.58
902.87 $918.74
$81,040.88
Enclosure to CENTRAL UTILITIES ACCOUNTING letter of 05/26/93
NORTHLAND CENTER Tenant Electric Charges from 01/15/92 to 02/15/92
Tenant KWH
TENANT 0
J. L. HUDSONS 768,000
MCDONALDS 11,105
FLAMING WOK 7,292
KAY BEE TOYS 6,560
OXFORD STREET 4,800
LEROY'S JEWELRY 5,020
SHERMAN'S SHOES 13,170
SPORTSMANIA 2,490
KERBY'S KONEY ISLAND 12,480
D.O.C. 7,520
PRESIDENT TUXEDO 1,810
WILD PAIR 1,360
TOTALS 841,607
DETROIT EDISON Company Fuel Charge for Period --- $+.0000000/KWH
Net Bills Remarks
$0.00 BILLED TENANT
65,263.56 $65258.00 1825KW 484,000 OFF
1,247.50
822.41
740.81
544.60
569.12
1,477.71 NO METER READS LISTED
287.07
1,400.80
847.83
211.26
161.10
$73,573.76
Enclosure to CENTRAL UTILITIES ACCOUNTING letter of 05/26/93
NORTHLAND CENTER Tenant Electric Charges from 02/15/92 to 03/15/92
Tenant KWH
TENANT 0
J. L. HUDSONS 730,000
DOLCIS 4,465
LIMITED 8,320
KINNEY SHOES 8,640
COMPAGNIE 18,080
LERNER'S 15,680
TACO BELL 9,760
COREY'S 1,953
NATURALIZER 1,913
HOT STUFF 4,534
MEYER'S 7,242
OLGA'S KITCHEN 18,240
TOTALS 828,827
DETROIT EDISON Company Fuel Charge for Period --- $+.0000000/KWH
Net Bills Remarks
$0.00 BILLED TENANT
65,740.12 $65719.00 1957KW 460,000 OFF
507.25
937.02
972.69
2,025.10
1,757.54
1,097.55
227.20
222.75
514.95
816.84
2,042.94
2,042.94
Enclosure to CENTRAL UTILITIES ACCOUNTING letter of 05/26/93
NORTHLAND CENTER Tenant Electric Charges from 03/15/92 to 04/15/92
Tenant KWH
TENANT 0
J. L. Hudsons 835,000
NATHAN TOO 1,440
MAX'S 5,100
COTTON ISLAND 3,650
CIRCUS WORLD 6,844
JW 1,225
FREDERICKS OF HOLLYWOOD 2,640
FOOT QUARTERS 3,350
LITTLE CAESARS 22,240
LADY FOOTLOCKER 3,450
SUSIE'S 2,601
SIMMONS & CLARK 3,245
TOTALS 890,785
DETROIT EDISON Company Fuel Charge for Period --- $+.0000000/KWH
THE METER READING DIFFERENCE FOR LADY FOOTLOCKER DOES NOT MATCH THE BILLED
KWH.
Net Bills Remarks
$0.00 BILLED TENANT
70,408.97 $70410.00 1996KW 526000 OFF PEAK
170.01
578.04
416.40
772.47
146.05
303.79
382.95
2,488.88
394.10 KWH NO MATCH METER READINGS
299.45
371.24
$76,732.34
Enclosure to CENTRAL UTILITIES ACCOUNTING letter of 05/26/93
NORTHLAND CENTER Tenant Electric Charges from 04/15/92 to 05/15/92
Tenant KWH
TENANT 0
J. L. HUDSONS 813,000
HI LINE 139
YOUNGNIGUE KIDS 378
REGAL SHOES 2,530
BRESLERS 7,232
ORANGE JULIUS 2,587
ZOOM 3,700
HOT SAMS 4,227
MANHATTAN COOKIES 7,971
SHADES OF GOLD 64
SCOTT GREGORY 14,080
BAKERS 12,160
TOTALS 868,068
DETROIT EDISON Company Fuel Charge for Period --- $+.0000000/KWH
<PAGE>
Net Bills Remarks
$0.00 BILLED TENANT
69,686.47 $69671.00 2005KW 512,000 OFF PEAK
24.97
51.62
291.53
815.72
297.89
421.97
480.72
898.11
16.61
1,579.17
1,365.11
$75,929.89
Enclosure to CENTRAL UTILITIES ACCOUNTING letter of 05/26/93
NORTHLAND CENTER Tenant Electric Charges from 05/15/92 to 06/15/92
Tenant KWH
TENANT 0
J. L. HUDSONS 726,000
WINKELMAN'S 25,600
STEVENS 6,160
J. B. ROBINSON 440
KIDS FOOTLOCKER 3,633
SIZE 5-7-9 1,396
BORSETTA 968
DR. MENDELSON 2,880
CHAMPS 18,240
CARIMAR 2,134
BEST OF TIMES 3,208
INTRIGUE 1,831
TOTALS 792,490
DETROIT EDISON Company Fuel Charge for Period --- $+.0000000/KWH
Net Bills Remarks
$0.00 BILLED TENANT
66,188.16 66202.00 1998KW 458,000 OFF PEAK
2,863.46
696.22
58.53
414.49
165.11
117.40
330.54
2,042.94
247.38
367.11
213.61
$73,704.95
Enclosure to CENTRAL UTILITIES ACCOUNTING letter of 05/26/93
NORTHLAND CENTER Tenant Electric Charges from 06/15/92 to 07/15/92
Tenant KWH
TENANT 0
J. L. HUDSONS 710,000
ACCENT HAIR SALON 4,663
PAYLESS SHOES 3,544
RADIO SHACK 4,636
US HAIR CARE 2,765
FOOTLOCKER 8,710
CHRISTINAS 3,350
DONNA SACS 3,350
OTTO'S KRISPY KORN 4,060
SNOB SHOP 2,620
CRAFTSMAN 1,760
JOURNEY'S 2,304
TOTALS 751,762
DETROIT EDISON Company Fuel Charge for Period --- $+.0000000/KWH
Net Bills Remarks
$0.00 BILLED TENANT
65,223.51 65238.00 1975KW 448,000 OFF PEAK
529.32
404.57
526.31
317.73
980.50
382.95
382.95
462.10
301.56
205.68
266.33
$69,983.52
Enclosure to CENTRAL UTILITIES ACCOUNTING letter of 05/26/93
NORTHLAND CENTER Tenant Electric Charges from 07/15/92 to 08/14/92
Tenant KWH
TENANT 0
J. L. HUDSONS 774,400
MAN OH MAN 4,020
SUN CLOTHING 4,020
IMPERIAL SPORTS 7,670
NORTHLAND OPTICAL 1,764
MUSICLAND 3,120
EVERYTHINGS A DOLLAR 1,440
WILSON'S LEATHER 2,015
CODA 8,960
MARIANNE PLUS 14,880
SUPERSTARS 6,283
C.V.S. 10,064
TOTALS 838,636
DETROIT EDISON Company Fuel Charge for Period --- $+.0000000/KWH
Net Bills Remarks
$0.00 BILLED TENANT
67,296.43 $67296.00 1974KW 546,354 OFF PEAK
457.64
457.64
864.55
206.13 $196.60
357.30 $347.72
170.01 $160.49
234.11
1,008.37
1,668.36
709.92
1,131.45
$74,561.92
Enclosure to CENTRAL UTILITIES ACCOUNTING letter of 05/26/93
NORTHLAND CENTER Tenant Electric Charges from 08/14/92 to 09/16/92
Tenant KWH
TENANT 0
J. L. HUDSONS 854,400
SPENCER GIFTS 4,415
CHANDLER'S 8,000
KIDS MART 5,120
J. ALEXANDER 5,440
AFTERTHOUGHTS 2,430
NO. 1 SHOE SERVICE 1,830
VACANCY #634 1,910
ARTO'S JEWELRY 2,660
PROFESSOR DENTAL CTR. 9,630
OAK TREE 5,042
NO NAME 2,170
TOTALS 903,047
DETROIT EDISON Company Fuel Charge for Period --- $+.0000000/KWH
Net Bills Remarks
$0.00 BILLED TENANT
71,121.81 $71114.00 1989KW 529,851 OFF PEAK
501.681
901.35
580.27
615.95
280.38
213.49 $203.95
222.40
306.02
1,083.07
571.57
251.40
$76,649.39
Enclosure to CENTRAL UTILITIES ACCOUNTING letter of 05/26/93
NORTHLAND CENTER Tenant Electric Charges from 09/16/92 to 10/16/92
Tenant KWH
TENANT 0
J. L. HUDSONS 732,800
MRS. FIELDS 3,593
GOLDEN TOES 1,584
GENERAL NUTRITION 1,796
CEST LA VIE 3,048
LECHTERS 3,801
MERRY GO ROUND 5,386
NUN'S BRASS BOOT 51
TANNERY WEST 2,857
GIANNIS 3,551
MORROW NUT HOUSE 351
SIBLEY SHOES 4,188
TOTALS 763,006
DETROIT EDISON Company Fuel Charge for Period --- $+.0000000/KWH
Net Bills Remarks
$0.00 BILLED TENANT
66,543.66 $66547.00 1992KW 437,619 OFF PEAK
410.04
186.07
209.70
349.27
433.22 $423.62
609.93
15.16
327.98
405.35
48.61
476.37 $466.75
$70,015.36
Enclosure to CENTRAL UTILITIES ACCOUNTING letter of 05/26/93
NORTHLAND CENTER Tenant Electric Charges from 10/16/92 to 11/16/92
Tenant KWH
TENANT 0
J. L. HUDSONS 819,200
DEJAIZ 34,440
WILSON'S 158
MRS. SIBLEY 4,829
FATHER & SON 3,101
STRIDE RITE 1,822
LA CAPOTE 857
BUTLER SHOES 3,249
WOMANS WORLD 3,010
FOOT ACTION 3,269
NATHAN'S JEWELRY 1,845
13 BELOW 2,402
RENDEZVOUS 3,488
WALDENBOOKS 3,109
TIES FOR YOU PLUS 695
CPI PHOTO FINISH 5,342
ANNA Z 1,051
ATHLETIC EXPRESS 2,883
WOOLWORTH EXPRESS 8,049
JACK'S PLACE 9,280
TOTALS 912,079
DETROIT EDISON Company Fuel Charge for Period --- $+.0000000/KWH
Net Bills Remarks
$0.00 BILLED TENANT
70,198.88 $70199.00 2014KW 497,013 OFF
3,848.98 $3838.29
27.09
547.83
355.18
212.60
105.02
371.69
345.04
373.91
215.17
277.25
398.33
356.08
86.95
605.02
126.64
330.89
906.81
1,044.05
$80,733.40
Enclosure to CENTRAL UTILITIES ACCOUNTING letter of 05/26/93
NORTHLAND CENTER Tenant Electric Charges from 11/16/92 to 12/16/92
Tenant KWH
TENANT 0
J. L. HUDSONS 806,400
AMY'S HALLMARK 5,120
MARIANNE 32,960
GANTO'S 15,040
MAX GREEN'S 10,650
CLAIRE'S BOUTIQUES 2,360
JARMAN 3,920
SHIFRIN JEWELERS 3,472
BUSTER BROWN 6,000
DR. STEIN 1,560
LANE BRYANT #1 10,480
LANE BRYANT #2 6,200
KOHLS 76,800
CITY OF SOUTHFIELD 4,560
TEL-COM CREDIT UNION 38,300
MICHIGAN NATIONAL BANK 1,410
HUDSON'S (ST) 9001 15,976
GITTLEMAN'S 13,280
THE TAILOR 1,700
TOTALS 1,056,188
DETROIT EDISON Company Fuel Charge for Period --- $+.0000000/KWH
MAX GREEN'S HAD NO METER READINGS, JUST KWH USAGE.
Net Bills Remarks
$0.00 BILLED TENANT
68,915.43 $68908.00 1965KW 497,013 OFF PEAK
580.27
3,683.98
1,686.19 $1676.18
1,196.78 NO METER READINGS
272.57
446.49
396.54
678.38
183.39
1,177.82 $1167.98
700.68 $690.98
8,571.43
517.84
4,279.31
166.67 $157.14
1,790.54
1,489.98
198.99
$96,933.29
May 26, 1993
Mr. Mike McCabee
Page 2
It was determined that the monthly bills to your customer's tenants were
not being rendered in accordance with your rules and regulations as filed
with the MPSC. Meters must be read monthly with bills rendered monthly
to tenants. Northland Center bills a flat amount montly based on metered
usage and reconciles at the end of each year. The billings were computed
in accordance with the proper rate schedules.
NOTES:
1) Meters were tested by Instrument Specialties of Troy, Michigan.
This office has not seen the results of said tests but we
understand that they are available for Detroit Edison inspection
upon request.
2) Errors this audit include the overbilling of all tenants for the
period 12-15-91 to 1-15-92. The bills were computed all on the
new rate effective 1-1-92 instead of being prorated. J.L.
Hudson's was billed on the Primary Rate D-6. The demands and Off
and On Peak KWH do not appear to be measured for the first 7
months. All other errors are listed in the remarks column of our
attached audit work sheets.
3) Some tenants could benefit from the D-4 Rate based on their
metered demands and their load factors. These are tenants such as
restaurants and larger women's stores. Kohl's and Tel-Com Credit
Union are examples.
4) The records of the electric billings were well organized and we
appreciate the assistance from management in completing this
audit.
EWM/bj
Encls.
cc: Management
Auditor:
Emmett W. Mills Jr.
3106 Ferncliff
Royal Oak, Michigan 48073
Phone (313) 280-1672
EXHIBIT N
PERMITTED EXCEPTIONS
Commitment No. 82-292617
Revision #3 -
Effective Date: 04/04/94
SCHEDULE B - SECTION II
EXCEPTIONS
1. The interest of J.C. Penney Properties, Inc., a Delaware
corporation, and the covenants, conditions and terms
contained in the unrecorded lease between Shopping Centers,
Inc., a Michigan corporation, as Lessor, and J.C. Penney
Properties, Inc., a Delaware corporation, as Lessee, dated
September 22, 1972, as evidenced by Memorandum of Lease
dated September 22, 1972, recorded October 26, 1972 in Liber
5970, Page 269, which has been amended by the instruments
recorded in Liber 6420, Page 130, in Liber 5509, Page 737
and in Liber 12971, Page 614. The Lessor's interest in said
lease now held by Equitable Real Estate Shopping Centers
L.P., a Delaware limited partnership, as evidenced by
Assignments recorded in Liber 6241, Page 50, in Liber 5241,
Pages 656 and 686, in Liber 7203, Page 118 an din Liber
9727, Page 294. Affects a portion of Parcel I and all of
Parcels II and III.
2. The interest of Pennsouth Associates, a Connecticut limited
partnership, and the terms, covenants and conditions
contained in the Ground Lease between J.C. Penney
Properties, Inc., a Delaware corporation, as Lessor, and
Pennsouth Associates, a Connecticut limited partnership, as
Lessee, dated December 20, 1974, as disclosed by Memorandum
of Ground Lease dated December 20, 1974, recorded
January 22, 1975 in Liber 6420, Page 133. Affects Parcels
II, III and a portion of Parcel I, except the improvements.
3. The interest of J.C. Penney Company, Inc., a Delaware
corporation, and the terms, covenants and conditions
contained in the lease between Pennsouth Associates, a
Connecticut limited partnership, as Lessor, and J.C. Penney
Properties Inc., a Delaware corporation, as Lessee, dated
December 20, 1974, as disclosed by Memorandum of Lease dated
December 20, 1974, recorded January 22, 1975, in Liber 6420,
Page 157. The Lessee's interest now held by J.C. Penney
Company, Inc., a Delaware corporation, as evidenced by
Assignment dated December 20, 1974, recorded January 22,
1975 in Liber 6420, Page 246. Affects Parcels II, III and a
portion of Parcel I.
4. The effect of any failure to have complied with terms,
covenants and conditions of the lease between The National
Life and Accident Insurance Company, a Tennessee
corporation, as lessor and Dayton Hudson Corporation, a
Minnesota corporation, as lessee dated February 1, 1974,
recorded February 5, 1974 in Liber 6241, Page 656. Lessee's
interest in said lease now held by Equitable Real Estate
Shopping Centers L.P., a Delaware limited partnership, as
evidenced by Assignments recorded in Liber 6241, Page 686,
in Liber 7203, Page 112 and in Liber 9727, Page 294.
Affects Parcels II and III and rights over Parcel I.
5. Interest of Pennsouth Associates, a Connecticut limited
partnership, in the improvements located on Parcels II, III
and a portion of Parcel I as set forth in Conveyance dated
December 20, 1974, recorded January 22, 1975 in Liber 6420,
Page 147.
6. Mortgage and the terms, conditions and provisions contained
therein executed by Pennsouth Associates, a Connecticut
limited partnership, to Salomon Brothers Realty Corporation,
a New York corporation, dated December 1, 1993 and recorded
December 15, 1993 in Liber 14261, Page 823; ALSO Assignment
of Lease and Agreement and the terms, conditions and
provisions contained therein between the aforementioned
parties dated December 1, 1993, recorded December 15, 1993
in Liber 14261, Page 863. The interest of Salomon Brothers
Realty Corporation in said Mortgage and Assignment has been
assigned to Principal Mutual Life Insurance Company, an Iowa
corporation, by Assignment dated February 15, 1994, recorded
March 2, 1994 in Liber 14488, Page 135. Affects Parcels II,
III and a portion of Parcel I, as same is set forth in said
Mortgage.
7. Rights of parties in possession as tenants only, per
affidavit to be provided by Seller.
8. Easement for public utilities over J.L. Hudson Drive
(Private) and the right of all lot owners in the Plat of
Northland Center Subdivision No. 1 to use J.L. Hudson Drive
and Providence Drive as disclosed by the Plat recorded in
Liber 179, Pages 30 through 36.
9. Access easement, storm sewer easements and storm easement
over Lot 10 Northland Center Subdivision No. 2 as shown on
the plat recorded in Liber 181, Pages 20 and 21.
10. Easement and terms, conditions and provisions contained in
Warranty Deed recorded in Liber 2946, Page 536.
11. Easements for gas mains and ancillary equipment vested in
Consumers Power Company and the terms, conditions and
provisions contained in Right-of-Way and Easements recorded
in Liber 3077, Page 436, in Liber 4289, Page 538, In Liber
6035, Page 328 and in Liber 6035, Page 331.
12. Agreement with easements and restrictions in favor of The
Detroit Edison Company for the installation and maintenance
of electric and communication facilities and ancillary
equipment as contained in instruments recorded in Liber
3786, Page 691, in Liber 4480, Page 151, in Liber 4967, Page
812 and in instrument recorded in Liber 6175, Page 807.
13. Easements for ingress and egress and public utilities as set
forth in Easement Grant recorded in Liber 3810, Page 231 and
re-recorded in Liber 3819, Page 817.
14. Easement for ingress and egress as set forth in Grant of
Easements recorded in Liber 4249, Page 123, in Liber 4300,
Page 321 and in Liber 4867, Page 466.
15. Easement for an underground telephone conduit and an
underground water transmission main and the terms,
conditions and provisions contained therein vested in
Michigan Bell Telephone Company and the Southeastern Oakland
County Water Authority recorded in Liber 4367, Page 585.
16. Easement for the Northwestern Storm Drain and related
appurtenances, and the terms, conditions and provisions
contained in Right-of-Way vested in the Northwestern Storm
Drainage District, acting by and through the Drainage Board
for the Northwestern Storm Drain recorded in Liber 4393,
Page 477.
17. Easement for sanitary sewer purposes and the terms,
conditions and provisions contained in Grant of Easement
recorded in Liber 4467, Page 513.
18. Terms, conditions and provisions contained in Warranty Deed
recorded in Liber 4511, Page 198.
19. Easement for ingress and egress over Private Road known as
Joseph L. Hudson Drive as set forth in instrument recorded
in Liber 4937, Page 847.
20. Easement for underground lines and facilities for the
transmission, distribution and metering of water for
commercial, industrial and residential use vested in the
Southeastern Oakland County Water Authority and the terms,
conditions and provisions contained in Grant of Easement
recorded in Liber 5173, Page 75, which has been amended by
instrument recorded in Liber 11781, Page 772.
21. Agreement with easements and restrictions in favor of
Michigan Bell Telephone Company for the installation and
maintenance of communication facilities and ancillary
equipment as contained in instruments recorded in Liber
5931, Page 315, in Liber 5931, Page 317 and in Liber 5931,
Page 320.
22. Easement for sanitary sewer and water main purposes vested
in the City of Southfield by instruments recorded in Liber
5859, Page 183, which was re-recorded in Liber 6005,
Page 347.
23. Easement and terms, conditions and provisions contained in
Warranty Deed recorded in Liber 6073, Page 40.
24. Agreement with easements and restrictions in favor of The
Detroit Edison Company and Michigan Bell Telephone Company
for the installation and maintenance of electric and
communication facilities and ancillary equipment as
contained in instrument recorded in Liber 6100, Page 584.
25. Restriction contained in Warranty Deed recorded in
Liber 6241, Page 36.
26. Easements and terms, conditions and provisions of Grant of
Easement recorded in Liber 6241, Page 38, which has been
amended by Amendment to Grant of Easement recorded in
Liber 6284, Page 279.
27. Easements and terms, conditions and provisions contained in
Easement Agreement recorded in Liber 6241, Page 42.
28. License to allow storm sewer to drain onto subject property
as set forth in License Agreement recorded in Liber 6547,
Page 632.
29. Easements and terms, conditions and provisions of Operating
Agreement recorded in Liber 6583, Page 67, which has been
assigned by instrument recorded in Liber 9727, Page 283.
30. Easement and terms, conditions and provisions of Grant of
Easement recorded in Liber 6583, Page 128, which has been
amended by Amendment to Operating Agreement and to Grant of
Easement recorded in Liber 12494, Page 608.
31. Easements and terms, conditions and provisions of Operating
Agreement recorded in Liber 7203, Page 125, which has been
amended by Amendment to Operating Agreement and to Grant of
Easement recorded in Liber 12494, Page 608.
32. Easements and the terms, conditions and provisions of
Easement Agreement recorded in Liber 7548, Page 565, which
has been amended by Amendment to Easement Agreement recorded
in Liber 7845, Page 845.
33. Easements and the terms, conditions and provisions contained
in Encroachment and Support Agreement recorded in Liber
7845, Page 852.
34. Terms, conditions and provisions of Agreement recorded in
Liber 7845, Page 870.
35. Easement and terms, conditions and provisions of Grants of
Easements recorded in Liber 7996, Page 625 and in
Liber 8029, Page 504.
36. Easement and terms, conditions of Encroachment, Occupancy
and Support Agreement recorded in Liber 8153, Page 321.
37. Easement and terms, conditions and provisions of Easement
Agreement recorded in Liber 12469, Page 262.
EXHIBIT O
TENANT ESTOPPEL CERTIFICATE
Tenant Name:____________________________________________ ("Tenant")
Space No.: ______________________ in the Northland Shopping Center
Located in Southfield, Michigan ("Premises")
Guarantors: _______________________________________________________
Lease Dates: ___________________ Amendment Dates __________________
Square Footage: _____________________
The undersigned, Tenant, under the above reference lease ("Lease"), hereby
certifies to Equitable Real Estate Shopping Centers L.P., a Delaware limited
partnership, the Landlord under the Lease, and The Equitable Life Assurance
Society of the United States, who intends to acquire the above Premises,
knowing
that the foregoing will rely on this Certificate, that:
(a) Tenant accepted and has entered into and is in occupancy of all of the
Premises on _______________ and is currently paying rent for the
Premises. Tenant is the original named tenant under the Lease.
(b) The Lease is in full force and effect and has not been assigned,
modified, supplemented, subleased or amended in any way except as set
forth herein.
(c) The Lease represents the entire agreement between Landlord and Tenant
and Tenant does not have in the Lease or otherwise any option, right of
first refusal or other right to lease additional space or to purchase
all or any part of the Premises.
(d) The Term commenced on _____________ and ends on ______________, and there
are no options to renew, extend, cancel or expand the above Lease or to
purchase any part of the Premises.
(e) All conditions under the Lease to be performed by Landlord have been
satisfied (including any construction work to be performed by Landlord)
and all required contributions by Landlord to Tenant on account of
Tenant's improvements have been received.
(f) No default exists in the performance or observance of any covenant or
condition in the Lease, no event has occurred which with notice or the
expiration of a grace period would constitute such a default, and there
are no defenses or offsets against the enforcement of this Lease by
Landlord. Tenant is not entitled to any offset, deduction or credit
against rent, rent concession or other abatement except as set forth in
the Lease and the Premises are in good condition.
(g) No payments of minimum rent or other rental, sums or charges under the
Lease has been paid for more than one month in advance and no security
has been deposited with Landlord except as set forth herein.
(h) The annual minimum rent is ______________, the annual minimum rent and
the other rentals, sums and charges have been paid to _____________,
and such annual minimum rent increases $_____________ to $____________
on 19____. Percentage rent is ______% over ______________; and
percentage rent paid for the most recently completed year ended
____________ was $_____________.
Very truly yours,
Dated:_____________________
DEFS2\292828.1\026883-00605
EXHIBIT O-1
Hudson's
_________________, 1994
Equitable Real Estate Shopping Centers L.P.
c/o Midwest Centers, Inc.
388 Greenwich Street, 28th Floor
New York, New York, 10013
and
The Equitable Life Assurance Society of the United States
787 Seventh Avenue
New York, NY 10017
RE: Northland Shopping Center, Southfield, Michigan
Gentlemen:
Reference is made to that certain Operating Agreement between
Dayton-Hudson Corporation and The Equitable Life Assurance Society
("Equitable"), dated May 17, 1978, recorded on May 18, 1978, in the office
of the Oakland County Registrar in Liber 7203, Page 125, as supplemented by
(I) that certain Supplemental Agreement dated May 17, 1978 (unrecorded),
(ii) that certain Encroachment and Support Agreement dated August 7, 1980,
recorded on August 27, 1980, in the Office of the Oakland County Registrar
in Liber 7845, Page 852, (iii) that certain Agreement dated August 7, 1980,
recorded on August 27, 1980, in the Office of the Oakland County Registrar
in Liber 7845, Page 870, (iv) that certain Encroachment, Occupancy and
Support Agreement dated February 9, 1982, and recorded on March 2,
1982, in the Office of the Oakland County Registrar in Liber 8153, Page
321, and (v) that certain Amendment to Operating Agreement and to Grant of
Easement dated March 20, 1992, and recorded on April 3, 1992, in the Office
of the Oakland County Registrar in Liber 12494, Page 608, and (vi) that
certain Agreement dated _____________, 1994, recorded on _____________,
1994, in the Office of the Oakland County Registrar in Liber _______, Page
______ (collectively, the "Operating Agreement"), relating to the Northland
Shopping Center, Southfield, Michigan (the "Property").
The undersigned has been informed that Equitable intends to acquire the
Property and that Equitable desires assurance that the Operating Agreement is
in good standing. The undersigned agrees that Equitable, any assignee of
Equitable which acquires the Property and any lender now or hereafter lending
money secured by all or part of the Property may rely on this letter.
The undersigned hereby certifies as follows:
1. The Operating Agreement is in full force and effect and has not been
modified, amended or supplemented.
2. To the best knowledge of the undersigned, Equitable Real Estate
Shopping Centers, L.P. is not in default under the Operating
Agreement.
3. All real estate taxes payable by Dayton-Hudson Corporation under the
Operating Agreement have been paid to ____________________. 19____.
Very truly yours,
Dayton-Hudson Corporation
By:_____________________________
Name:___________________________
Title:__________________________
J.C. Penney
_________________, 1994
Equitable Real Estate The Equitable Life Assurance
Shopping Centers L.P. Society of the United States
c/o Midwest Centers, Inc. 787 Seventh Avenue
388 Greenwich Street, 28th Floor New York, NY 10017
New York, New York, 10013
RE: Northland Shopping Center, Southfield, Michigan
Gentlemen:
Reference is made to that certain lease between Shopping Centers,
Inc. and J.C. Penney Properties, Inc., dated as of September 22, 1972,
a memorandum of which dated as of September 22, 1972, was recorded
October 20, 1972, in the Office of the Oakland County Registrar in Liber
5970, Page 269, and Liber 6609, Page 737, as amended by (i) Letter relating
to parking dated October 18, 1972 (unrecorded), (ii) Letter relating to
floor elevations dated October 18, 1972 (unrecorded), (iii) Agreement
relating to option to extend, dated December 18, 1973, recorded in the
Office of the Oakland County Registrar on January 22, 1975 in Liber 6420,
Page 130, (iv) Agreement relating to commencement date, dated October 22,
1975 (unrecorded), (v) Letter relating to mechanics' liens dated
December 23, 1975, (vii) Letter dated November 11, 1976, (viii) Letter
Agreement dated March 17, 1977, (ix) Lease Amendment Agreement dated
April 20, 1981, (x) the Memorandum of Understanding between The Equitable
Life Assurance Society of the United States and J.C. Penney Properties,
Inc., dated September 5, 1985, (xi) Letter Agreement dated January 16,
1986, and (xii) Agreement relating to use of additional building, dated
June 30, 1986 (collectively, the "Lease"), relating to the Northland
Shopping Center, Southfield, Michigan (the "Property"). The interest of
J.C. Penney Properties, Inc. under the Lease was assigned to J.C.
Penney Company by that certain Assignment dated December 20, 1974, and
recorded on January 22, 1976, in the Office of the Oakland County Registrar
in Liber 6420, Page 246.
The undersigned has been informed that The Equitable Life Assurance
Society of the United States intends to acquire the Property and that
Equitable desires assurance that the Lease is in good standing. The
undersigned agrees that Equitable, any assignee of Equitable which
acquires the Property, Equitable Real Estate Shopping Centers, L.P., and
any lender now or hereafter lending money secured by all or part of the
Property may rely on this letter.
The undersigned hereby certifies as follows:
1. The Lease is in full force and effect and has not been modified,
amended or supplemented.
2. To the best knowledge of the undersigned, the Landlord under the
Lease is not in default under the Lease.
3. All rents payable by J.C. Penney Company under the Lease have been
paid to ____________________. 19____.
Very truly yours,
The J.C. Penney Company
By:_____________________________
Name:___________________________
Title:__________________________
Kohl's Department Stores
_________________, 1994
Equitable Real Estate The Equitable Life Assurance
Shopping Centers L.P. Society of the United States
c/o Midwest Centers, Inc. 787 Seventh Avenue
388 Greenwich Street, 28th Floor New York, NY 10017
New York, New York, 10013
RE: Northland Shopping Center, Southfield, Michigan
Gentlemen:
Reference is made to that certain Indenture of Lease between Equitable
Real Estate Shopping Centers L.P. and Federated Department Stores, Inc.,
dated as of December 18, 1986, a memorandum of which dated as of
October 12, 1988, was recorded November 29, 1988, in the Office of the
Oakland County Registrar in Liber 10693, Page 500, as amended by (i)
Amendment to Indenture of Lease dated October 12, 1988 (unrecorded), and
(ii) Second Amendment to Indenture of Lease dated February 6, 1992 recorded
March 27, 1992, in the Office of the Oakland County Registrar in Liber
12469, Page 250 (collectively, the "Lease"), relating to the Northland
Shopping Center, Southfield, Michigan (the "Property").
The undersigned has been informed that The Equitable Life Assurance
Society of the United States intends to acquire the Property and that
Equitable desires assurance that the Lease is in good standing. The
undersigned agrees that Equitable, any assignee of Equitable which acquires
the Property, Equitable Real Estate Shopping Centers, L.P. and any lender
now or hereafter lending money secured by all or part of the Property may
rely on this letter.
The undersigned hereby certifies as follows:
1. The Lease is in full force and effect and has not been modified,
amended or supplemented.
2. To the best knowledge of the undersigned, the Landlord under the
Lease is not in default under the Lease.
3. All rents payable by Kohl's Department Stores under the Lease have
been paid to ____________________. 19____.
Very truly yours,
Kohl's Department Stores
By:_____________________________
Name:___________________________
Title:__________________________
EXHIBIT O-2
________________, 1994
Equitable Real Estate The Equitable Life Assurance
Shopping Centers L.P. Society of the United States
c/o Midwest Centers, Inc. 787 Seventh Avenue
388 Greenwich Street, 28th Floor New York, NY 10017
New York, New York, 10013
RE: Northland Shopping Center, Southfield, Michigan
Gentlemen:
Reference is made to that certain Assignment of Lease dated February 1,
1974, from Shopping Centers, Inc. to The National Life and Accident Insurance
Company ("National Life"), recorded on February 4, 1974 in Liber 6241, Page
50, and that certain Lease dated as of February 1, 1974, between National
Life and Dayton Hudson corporation ("Dayton"), recorded on February 5, 1974,
in Liber 6241, Page 656, as assigned by an Assignment of Lease dated as of
February 1, 1974, between National Life, Shopping Centers, Inc. and Dayton,
recorded on February 5, 1974, in Liber 6241, Page 686, as further assigned
by an Assignment of National Life Lease dated May 17, 1978, from Shopping
Centers, Inc. to The Equitable Life Assurance Society of the United States
("Equitable") recorded on May 18, 1978 in Liber 7203, Page 112, as further
assigned by an Assignment and Assumption of Ground Lease dated December 30,
1986 from Equitable to Equitable Real Estate Shopping Centers L.P.
("Partnership") recorded on __________, in Liber _______, Page _______
(collectively, the "Lease"), relating to the Northland Shopping Center,
Southfield, Michigan (the "Property").
The undersigned has been informed that Equitable intends to acquire the
Property and that Equitable desires assurance that the Operating Agreement
is in good standing and the consent of the undersigned to the assignment of
the tenants interest in the Lease to Equitable. The undersigned agrees that
Equitable, any assignee of Equitable which acquires the Property and any
lender now or hereafter lending money secured by all or part of the Property
may rely on this letter.
The undersigned hereby certifies as follows:
1. The Lease is in full force and effect and has not been modified,
amended or supplemented.
2. All rents payable by Partnership under the Lease have been paid to
____________________, 19___.
3. To the best knowledge of the undersigned the tenant under the Lease
is not in default and the undersigned has no claim arising from a
current default by the tenant under the Lease.
4. The undersigned hereby consents to the assignment of the Tenant's
interest in Lease to Equitable, notwithstanding any contrary
provisions of the Lease.
Very truly yours,
AMERICAN GENERAL LIFE AND
ACCIDENT INSURANCE COMPANY
(Formally the National Life and
Accident Insurance Company)
By:_____________________________
Name:___________________________
Title:__________________________
DEFS2\292828.1\026883-00605
EXHIBIT Q
ASSIGNMENT AND ASSUMPTION OF OPERATING AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF OPERATING AGREEMENT (the
"Assignment") made on this _______ day of ____________________,
1994, by and between EQUITABLE REAL ESTATE SHOPPING CENTERS L.P.,
a Delaware limited partnership having an office c/o Midwest
Centers, Inc., 388 Greenwich Street, 28th Floor, New York, New
York, 10013 (the "Assignor") and THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES, a New York corporation having an
office at 787 Seventh Avenue, New York, New York, 10019 (the
"Assignee");
W I T N E S S E T H
WHEREAS, the Assignor is the owner of a parcel of land located
in Oakland County, Michigan described in Schedule 1 attached hereto
and made a part hereof (together with buildings, improvements and
personal property located thereon and all easements, rights of way,
appurtenances, strips, gores and land in the bed of streets
adjoining thereto, the "Center") which constitutes a portion of the
regional shopping center known as the Northland Shopping Center;
WHEREAS, Assignor and Assignee have entered into an Agreement
dated March 25, 1994, by which Assignee will acquire Assignor's
rights in the Center (the "Agreement");
WHEREAS, in connection with the transfer and conveyance of the
Center to Assignee: (a) Assignor desires to assign to Assignee its
entire right, title and interest in and to the Operating Agreement
dated May 17, 1978, recorded on May 18, 1978, in the office of the
Oakland County Registrar in Liber 7203, Page 125, as supplemented
by (I) that certain Supplemental Agreement dated May 17, 1978
(unrecorded), (ii) that certain Encroachment and Support Agreement
dated August 7, 1980, recorded on August 27, 1980, in the Office of
the Oakland County Registrar in Liber 7845, Page 852, (iii) that
certain Agreement dated August 7, 1980, recorded on August 27,
1980, in the Office of the Oakland County Registrar in Liber 7845,
Page 870, (iv) that certain Encroachment, Occupancy and Support
Agreement dated February 9, 1982, and recorded on March 2, 1982, in
the Office of the Oakland County Registrar in Liber 8153, Page 321,
(v) that certain Amendment to Operating Agreement and to Grant of
Easement dated March 20, 1992, and recorded on April 3, 1992, in
the Office of the Oakland County Registrar in Liber 12494, Page
608, and (vi) that certain Agreement dated _____________, 1994,
recorded on _____________, 1994, in the Office of the Oakland
County Registrar in Liber _______, Page ______ (collectively, the
"Operating Agreement"), and (b) Assignee desires to accept such
assignment and to assume and perform all of Assignor's duties,
obligations and liabilities under the Operating Agreement arising
from and after the date hereof.
NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged:
1. Assignor hereby assigns, conveys and sets over unto
Assignee its entire right, title and interest in, to and under the
Operating Agreement from and after the date hereof, subject to the
terms and conditions of the Operating Agreement.
2. Assignee hereby accepts the foregoing assignment and
assumes and agrees to perform all of the duties, obligations and
liabilities of Assignor under the Operating Agreement from and
after the date hereof, subject to any nonrecourse provisions
contained therein and subject to the limitations on such duties,
obligations and liability of Assignor as set forth therein, and
Assignee further agrees to not use or occupy the Center in any
manner which would constitute a violation of the terms of the
Operating Agreement from and after the date hereof. Assignee
agrees to indemnify and hold harmless Assignor and to defend
against any claim, action, suit or proceeding resulting or arising
from any obligation of Assignee under the Operating Agreement from
and after the date hereof, and Assignor agrees to indemnify and
hold harmless Assignee and to defend against any claim, action,
suit or proceeding resulting or arising from any obligation of
Assignor under the Operating Agreement arising prior to the date
hereof. Notwithstanding the foregoing, the assumption and
indemnification by Assignee contained in this paragraph are
conditioned upon the following:
(a) Assignee's liability under the assumption and
indemnification by Assignee contained in this paragraph
shall be limited to Assignee's interest in the Center and
in the rent and income derived therefrom, and no other
assets of Assignee shall be subject to any action or
proceeding for the enforcement of such assumption and
indemnification;
(b) neither Assignee nor its officers, directors,
shareholders, agents, and/or affiliates shall, at any
time or times hereafter, have any personal liability on
account of or arising out of the assumption and
indemnification by Assignee contained in this paragraph;
(c) Assignee shall be released from all liability in
connection with the assumption and indemnification by
Assignee contained in this paragraph from and after a
sale of the Center provided that the purchaser of the
Center assumes in writing all of the obligations of the
Assignee under the Operating Agreement from and after the
date of such sale of the Center which assumption may be
limited as set forth herein; provided however that
Assignee shall retain all liability to Assignor in
connection with the assumption and indemnification by
Assignee contained in this paragraph from the date hereof
through such sale of the Center.
3. None of the obligations or liabilities under this
Assignment shall run to or be enforceable by any party other than
the parties hereto.
4. Nothing contained in this Assignment is intended to
affect the duties, obligations, and liabilities of Assignor and
Assignee with respect to the Operating Agreement as set forth in
the Agreement, or the representations and warranties of Assignor in
the Agreement.
5. If any provision of this Assignment shall conflict with
any provision of the Agreement, the provisions of the Agreement
shall govern.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
Signed, sealed and THE EQUITABLE LIFE ASSURANCE
delivered in the SOCIETY OF THE UNITED STATES
presence of us:
By: ___________________________
________________________ Name:
________________________ Title:
EQUITABLE REAL ESTATE SHOPPING
CENTERS L.P.
By: Midwest Centers, Inc.
General Partner
By: ___________________________
________________________ Name:
________________________ Title:
STATE OF _________ )
: ss.:
COUNTY OF ________ )
The foregoing instrument was acknowledged before me this _____
day of ________, 1994, by _________________, the __________________
of THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITES STATES, a New
York corporation, on behalf of the corporation.
______________________________
Notary Public
STATE OF _________ )
: ss.:
COUNTY OF ________ )
The foregoing instrument was acknowledged before me this _____
day of ________, 1994, by _________________, the __________________
of Midwest Centers, Inc., a general partner, on behalf of THE
EQUITABLE REAL ESTATE SHOPPING CENTERS L.P., a Delaware limited
partnership.
______________________________
Notary Public
DEFS2\301231.1\026883-00605
EXHIBIT R
ASSIGNMENT AND ASSUMPTION OF GROUND LEASES
THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASES (the
"Assignment") made on this _______ day of ____________________,
1994, by and between EQUITABLE REAL ESTATE SHOPPING CENTERS L.P.,
a Delaware limited partnership having an office c/o Midwest
Centers, Inc., 388 Greenwich Street, 28th Floor, New York, New
York, 10013 (the "Assignor") and THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES, a New York corporation having an
office at 787 Seventh Avenue, New York, New York, 10019 (the
"Assignee");
W I T N E S S E T H
WHEREAS, the Assignor is the owner of a parcel of land located
in Oakland County, Michigan described in Schedule 2 attached hereto
and made a part hereof (together with buildings, improvements and
personal property located thereon and all easements, rights of way,
appurtenances, strips, gores and land in the bed of streets
adjoining thereto, the "Center") which constitutes a portion of the
regional shopping center known as the Northland Shopping Center;
WHEREAS, Assignor and Assignee have entered into an Agreement
dated March 25, 1994, by which Assignee will acquire Assignor's
rights in the Center (the "Agreement");
WHEREAS, in connection with the transfer and conveyance of the
Center to Assignee: (a) Assignor desires to assign its entire right,
title and interest in and to the Leases described in Schedule 1 attached
hereto and made a part hereof (the "Ground Leases"), which Ground Leases
lease the premises described in Schedule 3 attached hereto and made a part
hereof to Assignee, and (b) Assignee desires to accept such assignment
and to assume and perform all of Assignor's duties, obligations and
liabilities under the Ground Leases arising from and after the date
hereof.
NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged:
1. Assignor hereby assigns, conveys and sets over unto
Assignee its entire right, title and interest in, to and under the
Ground Leases from and after the date hereof, subject to the terms
and conditions of the Ground Leases.
2. Assignee hereby accepts the foregoing assignment and
assumes and agrees to perform all of the duties, obligations and
liabilities of Assignor under the Ground Leases from and after the
date hereof, subject to any nonrecourse provisions contained
therein and subject to the limitations on such duties, obligations
and liability of Assignor as set forth therein, and Assignee
further agrees to not use or occupy the Center in any manner which
would constitute a violation of the terms of the Ground Leases from
and after the date hereof. Assignee agrees to indemnify and hold
harmless Assignor and to defend against any claim, action, suit or
proceeding resulting or arising from any obligation of Assignee
under the Ground Leases from and after the date hereof, and
Assignor agrees to indemnify and hold harmless Assignee and to
defend against any claim, action, suit or proceeding resulting or
arising from any obligation of Assignor under the Ground Leases
arising prior to the date hereof. Notwithstanding the foregoing,
the assumption and indemnification by Assignee contained in this
paragraph are conditioned upon the following:
(a) Assignee's liability under the assumption and
indemnification by Assignee contained in this paragraph
shall be limited to Assignee's interest in the Center and
in the rent and income derived therefrom, and no other
assets of Assignee shall be subject to any action or
proceeding for the enforcement of such assumption and
indemnification;
(b) neither Assignee nor its officers, directors,
shareholders, agents, and/or affiliates shall, at any
time or times hereafter, have any personal liability on
account of or arising out of the assumption and
indemnification by Assignee contained in this paragraph;
(c) Assignee shall be released from all liability in
connection with the assumption and indemnification by
Assignee contained in this paragraph from and after a
sale of the Center provided that the purchaser of the
Center assumes in writing all of the obligations of the
Assignee under the Ground Leases from and after the date
of such sale of the Center which assumption may be
limited as set forth herein; provided however that
Assignee shall retain all liability to Assignor in
connection with the assumption and indemnification by
Assignee contained in this paragraph from the date hereof
through such sale of the Center.
3. None of the obligations or liabilities under this
Assignment shall run to or be enforceable by any party other than
the parties hereto.
4. Nothing contained in this Assignment is intended to
affect the duties, obligations, and liabilities of Assignor and
Assignee with respect to the Ground Leases as set forth in the
Agreement, or the representations and warranties of Assignor in the
Agreement.
5. If any provision of this Assignment shall conflict with
any provision of the Agreement, the provisions of the Agreement
shall govern.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
Signed, sealed and THE EQUITABLE LIFE ASSURANCE
delivered in the SOCIETY OF THE UNITED STATES
presence of us:
By: ___________________________
________________________ Name:
________________________ Title:
EQUITABLE REAL ESTATE SHOPPING
CENTERS L.P.
By: Midwest Centers, Inc.
General Partner
By: ___________________________
________________________ Name:
________________________ Title:
STATE OF _________ )
: ss.:
COUNTY OF ________ )
The foregoing instrument was acknowledged before me this _____
day of ________, 1994, by _________________, the __________________
of THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITES STATES, a New
York corporation, on behalf of the corporation.
______________________________
Notary Public
STATE OF _________ )
: ss.:
COUNTY OF ________ )
The foregoing instrument was acknowledged before me this _____
day of ________, 1994, by _________________, the __________________
of Midwest Centers, Inc., a general partner, on behalf of THE
EQUITABLE REAL ESTATE SHOPPING CENTERS L.P., a Delaware limited
partnership.
______________________________
Notary Public
DEFS2\301226.1\026883-00605
EXHIBIT T
Discharge and Termination of Security Documents
KNOW ALL PERSONS BY THESE PRESENTS: That a certain Mortgage
(and all indemnifications contained therein) dated December 30,
1986, made by and executed by Equitable Real Estate Shopping
Centers L.P., a Delaware Limited Partnership (the "Borrower")
having an office at c/o Midwest Centers Inc., 388 Greenwich Street,
28th Floor, New York, New York 10013, to The Equitable Life
Assurance Society of the United States, a New York corporation (the
"Lender") having an office at 787 Seventh Avenue, New York, New
York 10019, recorded January 16, 1987 in Liber 9727, Page 306,
Oakland County Records, with respect to the premises in the City of
Southfield, Oakland County, Michigan described on Exhibit A
attached hereto, is fully PAID, SATISFIED and DISCHARGED.
KNOW ALL PERSONS BY THESE PRESENTS: That a certain Assignment
of Leases and Rents (and all indemnifications contained therein)
dated December 30, 1986, made by and executed by the Borrower to
the Lender, recorded January 16, 1987 in Liber 9727, Page 422,
Oakland County Records, given as additional security for the
mortgage recorded in Liber 9727, Page 306, Oakland County Records
with respect to the premises in the City of Southfield, Oakland
County, Michigan described on Exhibit A attached hereto, is fully
PAID, SATISFIED and DISCHARGED.
Dated this ____ day of ____________, 1994.
Signed, Sealed and THE EQUITABLE LIFE ASSURANCE
Delivered in the SOCIETY OF THE UNITED STATES, a
Presence of: New York corporation
_____________________ By: ____________________________
_____________________ Its:________________________
STATE OF _________ )
: ss.
COUNTY OF ________ )
The foregoing instrument was executed and acknowledged
before me this _____ day of ____________, 1994, by
____________________, ______________________ of The Equitable
Life Assurance Society of the United States, a New York
corporation, on behalf of the corporation.
_____________________________________
, Notary Public
___________ County, _________________
My commission expires: _____________
DRAFTED BY AND WHEN RECORDED RETURN TO:
Allen Schwartz, Esq.
Miller, Canfield, Paddock and Stone
150 West Jefferson, Suite 2500
Detroit, Michigan 48226
DEFS2\298700.1\026883-00605
EXHIBIT U
April 6, 1994
Mr. Brice Williams
Director of Environmental Affairs
Equitable Real Estate Investment Management, Inc.
3414 Peachtree Road, N.E.
Atlanta, Georgia 30326
Subject: Phase II Subsurface Investigation
Northland Shopping Center, Southfield, Michigan
BCM Project 00-6786-05
Dear Mr. Williams:
BCM Engineers Inc. (BCM) is pleased to present our "Report of
Phase II Subsurface Investigation, Northland Shopping Center,
Southfield Michigan". The report summarizes our procedures,
findings, and conclusions related to site work performed in March
1994.
BCM's services were performed under direct contract to Equitable
Real Estate Investment Management, Inc. (EREIM), the owner of the
property, in accordance with the Equitable Real Estate
Professional Environmental Services Contract, executed June 1,
1992, by BCM and EREIM.
Please feel free to contact us if you have any questions
regarding this project.
Sincerely,
BCM Engineers Inc.
Larry Nodler, RPG, REA
Section Manager
(one copy submitted)
cc: Ms. Catherine O'Malley, General Growth Management, Inc.
Mr. Alex Liftis, EREIM
REPORT
OF
PHASE II SUBSURFACE INVESTIGATION
NORTHLAND SHOPPING CENTER
SOUTHFIELD, MICHIGAN
PREPARED FOR:
EQUITABLE REAL ESTATE INVESTMENT MANAGEMENT, INC.
BCM PROJECT NO. 00-6786-05
SUBMITTED BY:
__________________________
LARRY NODLER, RPG, REA
SECTION MANAGER
APRIL 6, 1994
<PAGE>
TABLE OF CONTENTS
1.0 INTRODUCTION 1
2.0 BACKGROUND 1
3.0 SITE DESCRIPTION 4
4.0 ENVIRONMENTAL SETTING 4
5.0 SUBSURFACE INVESTIGATION 5
5.1 Soil Borings and Soil Sampling 5
5.2 Monitoring Well Installation and Groundwater Sampling
6
5.3 Hoist Pit Oil Sample Collection 7
5.4 Decontamination Procedures 8
6.0 INVESTIGATION FINDINGS 8
6.1 Soil conditions 8
6.2 Groundwater Conditions 9
6.3 Soil Analytical Data 10
6.4 Groundwater Analytical Data 11
6.5 Hoist Pit Oil Sample Analysis 12
7.0 CONCLUSIONS 13
8.0 RECOMMENDATIONS 15
APPENDICES
Appendix A Figures
Appendix B ATEC and CTI Analytical Data
Appendix C Boring Logs and Monitoring Well Schematics
Appendix D Laboratory Data Sheets and Chain-of-Custody
Documentation
APPENDIX A
APPENDIX B
1.0 INTRODUCTION
BCM Engineers Inc. (BCM) was retained by Equitable Real Estate
Investment Management, Inc. (EREIM) to perform a Phase II
subsurface investigation at the Northland Shopping Center in
Southfield, Michigan. The subsurface investigation was
authorized to evaluate the significance and, if possible, the
extent of subsurface contamination identified during our February
1994 Phase I environmental assessment and limited subsurface
investigation at the subject site. Two areas of contamination
were identified during our previous site investigation: (1) near
the location of a former and existing (replacement) underground
storage tank (UST) system, and (2) near the location of a
recently removed hoist pit system located immediately east of the
UST system, within an existing maintenance garage facility. The
location of the site is shown in relation to surrounding features
on the attached Site Location Map, Figure 1 of Appendix A. The
areas of our subject investigation are shown on Figure 2, Site
Plan.
2.0 BACKGROUND
The former UST system consisted of two 2,000-gallon tanks that
contained leaded and unleaded gasolines to fuel onsite
maintenance vehicles. The two gasoline tanks were located west
of and adjacent to an onsite maintenance garage facility and were
reportedly removed in November and December 1990 by Inland
Waters, Inc. The two tanks were replaced in January 1991 by a
single 4,000-gallon UST which has since stored unleaded gasoline.
The locations of the former tanks and replacement UST are shown
on Figure 2.
Information provided to BCM by site management personnel
indicated that soil sampling was performed by Inland Waters, Inc.
during the removal of the UST system. The data indicated that
subsurface contamination in soil was detected. Inland Waters,
Inc. reportedly removed and disposed of approximately 215 cubic
yards of contaminated soil from the UST excavation. Although
available data indicate that hydrocarbon concentrations were
below detection limits in five soil samples collected and
analyzed, documentation of sampling activities and the resulting
analytical data were insufficient for BCM to determine whether
proper closure sampling was performed (i.e., absence of soil
sample locations and protocol information). Further, BCM was
unable to verify whether any releases associated with the USTs
were reported to the Michigan State Police, Fire Marshal
Division, as is required by the Michigan Leaking Underground
Storage Tank Act (Michigan Public Act 478 [1988]) for product
releases from regulated USTs.
To supplement the existing subsurface data related to the UST
excavation and removal, BCM performed a limited subsurface
investigation adjacent to the UST location concurrent with our
Phase I environmental assessment. The investigation included the
installation of three groundwater monitoring wells (GT-1, GT-2,
and GT-3) and soil and groundwater sample collection. The
locations of the existing wells are shown on Figure 2.
Soil samples collected from each well boring and analyzed for
gasoline parameters indicated the presence of toluene (19
micrograms per kilogram [ug/kg]) and total xylenes (32 ug/kg) in
one soil sample from the boring drilled for well GT-1. The
detected concentrations are well below the respective Type B soil
cleanup criteria of 16,000 ug/kg and 5,600 ug/kg established by
the Michigan Department of Natural Resources (MDNR) pursuant to
the 1982 Michigan Environmental Response Act, as amended. The
results of laboratory analyses performed on a groundwater sample
from each well indicated the presence of benzene and toluene in
well GT-1, each compound occurring at a concentration of 100
micrograms per liter (ug/l). Methyl-tertiary-butyl ether (MTBE)
was detected in the groundwater sample from well GT-2 at a
concentration of 300 ug/l. Both the benzene and MTBE
concentrations exceed current Type B groundwater cleanup criteria
of 1.2 ug/l and 230 ug/l, respectively. The current Type B
cleanup criteria for toluene is 790 ug/l.
As a result of our initial UST investigation findings, additional
groundwater sampling of wells GT-1 and GT-2 was performed by two
other consulting firms (ATEC Associates, Inc. and CTI and
Associates, Inc) under the direction and authorization of General
Growth Management, Inc. (GGMI), EREIM's property management firm
at the Northland Shopping Center. On March 4, 1994, ATEC
Associates, Inc. sampled wells GT-1 and GT-2 (designated in
ATEC's report as MW-1 and MW-2, respectively). Both groundwater
samples were submitted to Canton Analytical Laboratories, Inc.
for analysis of benzene, toluene, ethylbenzene, and total xylenes
(BTEX) and MTBE. The results of the analyses indicated the
presence of 60 ug/l of MTBE in well GT-2, below the MDNR Type B
criterion of 230 ug/l. No parameters were otherwise detected in
either sample. On March 10, 1994, CTI and Associates, Inc.
collected groundwater samples from wells GT-1 and GT-2 and
submitted split samples and trip blank samples to Canton
Analytical Laboratories, Inc. and Eagle Laboratories Inc. for
analysis of BTEX and MTBE. The results indicated the presence of
MTBE in well GT-2 at concentrations of 90 ug/l (Canton) and 74
ug/l (Eagle). No parameters were otherwise detected in the well
or trip blank samples. BCM was subsequently provided with the
results of the well sampling and analysis for review.
During our initial Phase I and limited subsurface investigations,
BCM observed that a hoist pit inside the maintenance garage was
being removed. Reportedly, the hoist system was recently
determined to have failed. Visual and olfactory indications of
contamination were noted by BCM during a brief visit while
excavation and removal operations were occurring. BCM was
informed by GGMI personnel at that time that confirmatory soil
sampling and analysis would be performed by an independent
environmental consultant or contractor to verify soil conditions
within the hoist pit excavation sidewalls and floor.
BCM was subsequently provided with the soil sample analytical
data generated by University Laboratories at the request of Tri
State Environmental, Inc., the independent consultant/contractor
referenced above. The laboratory data reportedly reflected
sidewall and floor soil samples collected from the hoist pit
excavation during several sampling events between February 22 and
March 11, 1994. Based on the sample descriptions indicated on
the laboratory data sheets, up to 12 soil samples were analyzed.
No map showing the sample locations was provided to BCM. The
soil samples were selectively analyzed for BTEX, polynuclear
aromatic hydrocarbons (PNAs), total petroleum hydrocarbons (TPH),
reactive cyanide and sulfide, corrosivity, ignitability, and ten
metals (As, Ba, Cd, Cr, Cu, Pb, Hg, Se, Ag, and Zn). The metal
analyses were performed using the Toxicity Characteristic
Leaching Procedure (TCLP). The analyses indicated the presence of
xylenes in one west sidewall sample at a concentration of 18
ug/kg. The TPH analyses indicated concentrations in each sample
analyzed, ranging from 1,665 milligrams per kilogram (mg/kg) to
10,282 mg/kg. The remaining analyses indicated parameter
concentrations either below method detection limits or within
waste characterization levels established pursuant to the
Resource Conservation and Recovery Act to evaluate the potential
hazardous nature of the soil (i.e., reactive cyanide and sulfide,
corrosivity, ignitability, and TCLP metals).
The laboratory analytical data for the aforementioned sampling
was provided to BCM by GGMI personnel. A copy of the information
provided to BCM is included as Appendix B.
<PAGE>
Based on the preliminary findings of our earlier investigations,
BCM was authorized to implement a more comprehensive
investigation to evaluate the significance and, if possible, the
extent of identified subsurface contamination of both the
former/current UST system and former hoist pit locations. This
report summarizes the procedures, findings, and conclusions
related to our recent Phase II subsurface investigation performed
at the site. Our professional services were performed in
accordance with the Equitable Real Estate Professional
Environmental Services Contract, executed on June 1, 1992 by BCM
and EREIM.
3.0 SITE DESCRIPTION
The Northland Shopping Center is a regional shopping center
located approximately one-quarter mile north of the intersection
of Eight Mile Road and Northwestern Highway, in the City of
Southfield, Oakland County, Michigan. The subject property is
approximately 128 acres in size. The center includes an enclosed
shopping center and ancillary buildings housing the physical
power plant and maintenance operations.
4.0 ENVIRONMENTAL SETTING
The City of Southfield is underlain by Paleozoic strata that dip
gently to the northwest and consist largely of limestones and
dolomites (carbonate rocks) with some sandstones and shales.
According to Mozola (1969), the Devonian age Antrim Shale is the
uppermost bedrock unit directly beneath the site, occurring at an
approximate depth of 100 feet. The bedrock surface is highly
irregular, featuring numerous ridges and valleys that occurred
before or resulted from Pleistocene age glaciation. Glacial
drift and lacustrine clay directly overlying the Paleozoic strata
locally varies from approximately 50 to 100 feet in thickness.
The glacial drift typically consists of a thin veneer of sand and
gravel overlying a thick blue-gray clay. A layer of topsoil,
typically two feet thick, is occasionally encountered above the
glacial drift.
<PAGE>
Because of the laterally extensive and shallow clay layer,
perched groundwater is commonly encountered beneath the
metropolitan Detroit area. Regional unconfined groundwater flow
is generally southeasterly toward Lake Saint Clair and the
Detroit River. The Rouge River is the nearest surface water body
to the site, located approximately five miles to the west. The
Detroit River is located approximately 11 miles southeast of the
site.
According to Oakland County Health Department personnel, no
permitted private or public drinking water wells that extract
groundwater from the upper perched zone exist within at least
one-half mile of the site. Potable water and sanitary sewer
services are provided to the area by the Detroit Water and
Sewerage Department.
5.0 SUBSURFACE INVESTIGATION
5.1 Soil Borings and Sampling
Prior to initiating subsurface investigation activities at the
site, BCM reviewed our existing site-specific health and safety
plan that was previously developed in accordance with
Occupational Safety and Health Administration requirements
(HAZWOPER, Title 29 of the Code of Federal Regulations, Part
1910.120). BCM contacted MISSDIG (a utility locating service)
prior to implementing our field activities to minimize the
potential for encountering underground utilities or other
subsurface structures during the investigation.
BCM's field activities were performed between March 22 and April
4, 1994. The scope of work included drilling seven soil borings
using portable, hydraulic, solid-stem auger equipment due to
limited access. Borings GT-4, GT-5, GT-6, and GT-7 were drilled
to depths of 15 feet, 12 feet, 12 feet and 13 feet below ground
surface, respectively, surrounding the former and existing
gasoline UST location. Boring GT-4 was completed as a shallow
monitoring well to an approximate depth of 15 feet. Borings
HP-1, HP-2, and HP-3 were drilled to depths of 12 feet, 11.5
feet, and 11.5 feet below ground surface, respectively,
surrounding the existing hoist pit excavation. Each of the
latter three borings was completed as a monitoring well. The
borehole cuttings generated during drilling were containerized,
labeled, and stored onsite at locations approved by site
management personnel.
Soil samples were collected from each boring using
stainless-steel bucket auger sampling equipment. Soil samples
were collected from each boring at selected depths surrounding
both excavations. The samples were intended to represent closure
samples for the former UST. The hoist pit samples were collected
to obtain sufficient data to evaluate the nature and to delineate
the vertical and horizontal extent of observed contamination.
BCM personnel inspected and logged the borehole cuttings and soil
samples collected at each boring location.
Where sufficient sample volume permitted, soil samples were split
into two representative portions. One sample portion was placed
into an individual, resealable plastic bag and allowed to
equilibrate to ambient temperature prior to preliminary analysis
of organic vapor content in the sample headspace. The headspace
analysis was performed using an HNu photo-ionization detector
(PID). The remaining portion of each sample was placed into a
laboratory-supplied sample jar and appropriately preserved until
relinquishment to BCM's subcontract analytical laboratory, along
with chain-of-custody documentation, for potential chemical
testing.
Based on our observations of subsurface conditions during our
Phase I assessment and initial subsurface investigation, BCM
selected a total of 13 soil samples for confirmatory laboratory
analysis of appropriate hydrocarbon indicator parameters by Eagle
Laboratories Inc. of Wixom, Michigan. Eight soil samples
collected at approximate six and 12-foot depths from borings GT-1
through GT-4 were analyzed for BTEX and MTBE using EPA Method
8020. Five soil samples collected at selected depths from
borings HP-1, HP-2, and HP-3 were submitted for analysis of BTEX,
PNAs, polychlorinated biphenyls (PCBs), cadmium, chromium, and
lead.
The target parameters were selected based on the reported and
probable historic contents of the tanks and hoist pit,
respectively, and analytical requirements for subsurface
investigations established by the Michigan Department of Natural
Resources pursuant to Michigan Acts 478 and 307.
5.2 Monitoring Well Installation and Groundwater Sampling
Upon completion of drilling on March 23, 1994, monitoring wells
were installed within borings GT-4, HP-1, HP-2, and HP-3.
Borings GT-5, GT-6, and GT-7 were sealed with bentonite clay to
ground surface upon completion of drilling and sampling.
The lower section of each well consisted of five feet of two-inch
diameter, 0.020-inch slotted, Schedule 40 PVC screen and a PVC
bottom well plug. The upper part of each well structure was
constructed of two-inch diameter, non-perforated, Schedule 40 PVC
casing and a lockable, water-tight compression cap. A filter
pack of No. 5 sand was placed within the annular space
surrounding the screened interval of each well. The filter pack
was placed to approximately one to three feet above the top of
each well screen. A sanitary seal consisting of hydrated
bentonite clay chips was placed within the annular space above
each filter pack to approximately one foot below ground surface.
Because the four wells are located in an area of high vehicle and
pedestrian traffic, the wells were completed at ground surface
with flush-mounted, water-resistant well covers set in concrete.
The well construction details are summarized on the boring logs
and depicted diagrammatically on monitoring well schematics
included in Appendix C.
On March 25, 1994, groundwater levels were obtained from each
well using a Keck KIR-89 oil/water interface probe. Following
water level measurement, each well was purged dry using new,
disposable, polyethylene bailers. Approximately 1/2 to 2 gallons
to water were removed from each well. Water levels were obtained
from six of the seven onsite wells on March 28, 1994. Wells
HP-1, HP-2, and HP-3 were also purged dry on that date. A
blockage in well GT-4 prevented monitoring or purging of that
well. On March 29, 1994, wells HP-1, HP-2, and HP-3 were sampled
using new, disposable, polyethylene bailers. Each groundwater
sample was placed in a laboratory-supplied container with
preservative, as necessary. A portion of each groundwater sample
was also filtered prior to containerization to allow for analysis
of dissolved cadmium, chromium, and lead. The samples were
maintained in an appropriate preserved condition until
relinquishment to BCM's subcontract analytical laboratory, along
with chain-of-custody documentation, for potential chemical
testing. Purged fluids were containerized, labeled, and stored
onsite at locations approved by site management personnel. A
final water level monitoring event was performed on April 4,
1994. On that date, a free product thickness of 0.2-foot was
measured in well HP-2.
5.3 Hoist Pit Oil Sample Collection
On March 18, 1994, BCM collected a sample of an approximate to
- -inch thick oil layer floating on water within the open hoist
pit excavation at a depth of about six feet below ground surface.
The oil apparently seeped into the pit from soil within the
exposed sidewalls and floor of the excavation. To evaluate the
chemical composition of the oil and better select analytical
parameters for the proposed soil and groundwater sampling, BCM
submitted the sample to Eagle Laboratories Inc. for analysis of
volatile and semi-volatile organic compounds using EPA Methods
8260 and 8270, respectively; PCBs using EPA Method 8080; and
total cadmium, chromium, and lead using EPA Methods 7131, 7190,
and 7420, respectively.
5.4 Decontamination Procedures
Decontamination procedures were used throughout the investigation
to minimize the potential for cross-contamination between boring
and sampling locations. The auger flights, sampling equipment,
and the oil/water interface probe were decontaminated prior to
arriving onsite and before each use. Also, a new length of nylon
cord was used with each disposable bailer during well purging and
groundwater sample collection. Decontamination fluids were
containerized, labeled, and stored onsite with the soil cuttings
and purged fluids.
6.0 INVESTIGATION FINDINGS
6.1 Soil Conditions
Soil encountered during drilling consisted of mottled, brown to
grey, native lacustrine clay and sandy clay with occasional sand
and gravel, beneath surficial asphalt and aggregate base
material. PID readings of 2 and 3 parts per million were
obtained at a depth of approximately 3 to 4 feet in borings GT-7
and HP-3, respectively. No positive PID readings were obtained
from the remaining samples. Olfactory indications of
contamination were also noted in soil samples from approximate
six-foot depths in borings GT-7, HP-2, and HP-3. In addition,
potential hydrocarbon staining was observed at a depth of about
one foot at boring GT-6.
The soil sampling intervals, PID readings, and subsurface
conditions are shown on the detailed boring logs presented in
Appendix C.
6.2 Groundwater Conditions
Although no significant groundwater-bearing zones were observed
during our investigation, limited zones of apparent perched
groundwater were noted at approximately seven feet below ground
surface in borings GT-5 and HP-3. Soil conditions observed
within each boring were otherwise dry to moist. Monitoring of
each well was performed on March 28 and April 4, 1994. The
acquired data indicated water levels ranging from approximately
three to four feet below ground surface in five of the seven
onsite wells. Water levels in well GT-2 appear to reflect
exceptionally slow recovery and are not believed to represent
local static groundwater conditions. The groundwater data are
summarized below in Table 1.
TABLE 1
GROUNDWATER ELEVATION DATA
NORTHLAND SHOPPING CENTER
INTENTIONALY DELETED
NOTES:
1. Elevations and depths are in feet, as referenced from the
top of each PVC well casing.
2. An onsite benchmark elevation of 100.00 feet was assumed as
a survey reference point elevation.
3. A specific gravity of 0.75 was assumed for the free product
noted in well HP-2. The potentiometric surface elevation was
corrected for the product thickness.
4. No water levels were obtained and no potentiometric surface
elevations were determined in well GT-4 due to an apparent
blockage.
BCM notes that water levels were not acquired from well GT-4 due
to an apparent blockage at approximately six feet within the well
structure. It is believed that the blockage consists of
bentonite clay that entered the well casing during surface
completion of the well. This reportedly occurred when the upper
threaded casing sections separated. The sections were
re-attached and BCM attempted to remove the bentonite plug;
however, residual clay within the well has since prevented access
for sampling or water level measurement.
Although the water level data suggest that groundwater conditions
may not have fully equilibrated as of April 4, 1994, the data
suggest a preliminary groundwater flow direction to the east or
southeast. Based on our experience at nearby sites with similar
hydrogeologic conditions, the preliminary water level data tend
to support the typically southeasterly flow direction, toward the
Detroit River, encountered in southeastern Michigan.
6.3 Soil Analytical Data
The laboratory analyses performed on soil samples obtained from
each of the four borings drilled near the former and existing
gasoline USTs indicated that BTEX and MTBE were below method
detection limits.
Cadmium, chromium, and lead concentrations in each soil sample
analyzed from borings near the former hoist pit ranged from 0.09
to 0.13 mg/kg, 14 to 17 mg/kg, and 3.5 to 5.5 mg/kg,
respectively. Although each of the metal concentrations exceeds
the respective health-based Type B cleanup criteria (for the
protection of groundwater) of 0.070 mg/kg, 2.4 mg/kg, and 0.080
mg/kg, the detected concentrations are believed to represent
naturally occurring background levels at the site. Further, the
detected concentrations are all below acceptable default Type A
soil cleanup criteria established pursuant to MDNR Michigan
Environmental Response Act Operational Memorandum #15, dated
September 30, 1993.
The laboratory data sheets and chain-of-custody documentation are
included in Appendix D. The soil analytical data are summarized
below in Table 2.
TABLE 2
SOIL ANALYTICAL RESULTS (mg/kg)
NORTHLAND SHOPPING CENTER
INTENTIONALLY DELETED
NOTES:
1. (mg/kg)= Milligrams per kilogram.
2. ND - Concentration below method detection limit.
3. NA - Not analyzed.
4. The Type B criteria presented for Cd, Cr, and Pb represent
those for the protection of groundwater; direct contact values
(e.g., ingestion) also exist. Background levels can be
substituted, as appropriate, if above Type B criteria.
5. The Type B criterion for Cr represents hexavalent chromium.
The Type B level for trivalent chromium is 740 mg/kg (for the
protection of groundwater).
6. (--) - Not applicable.
6.4 Groundwater Analytical Data
The laboratory analyses performed on groundwater samples
collected from wells HP-1, HP-2, and HP-3 detected four PNA
compounds in well HP-2 (prior to confirmation of free product).
Of the four PNA compounds detected, benzo(a)anthracene (0.033
mg/l) and chrysene (0.031 mg/l) were detected at concentrations
above the Type B cleanup criteria (for drinking water) of 0.005
mg/l for each. The two remaining PNA compounds, fluoranthene and
pyrene, were detected at concentrations of 0.030 mg/l and 0.037
mg/l, each below the respective Type B cleanup criteria of 0.840
mg/l and 0.520 mg/l. No BTEX, MTBE, PCBs, or other PNA compounds
were detected in any of the three samples. The dissolved metal
analyses detected cadmium (0.005 mg/l) and lead (0.039 mg/l) in
well HP-3 above the respective Type B cleanup criteria of 0.0035
mg/l and 0.004 mg/l. The slightly elevated concentrations could
represent naturally occurring concentrations. Lead was also
detected in well HP-1 (0.003 mg/l) at a concentration below the
Type B criterion of 0.004 mg/l. Chromium was not detected in any
of the well samples.
The laboratory data sheets and chain-of-custody documentation are
included in Appendix D. The groundwater analytical data are
summarized below in Table 3.
TABLE 3
GROUNDWATER ANALYTICAL RESULTS (mg/l)
NORTHLAND SHOPPING CENTER
INTENTIONALLY DELETED
NOTES:
1. (mg/l)= Milligrams per liter.
2. ND - Concentration below method detection limit.
3. (*) - Benzo(a)anthracene (@ 0.033 mg/l) and chrysene (@
0.031 mg/l) were both detected above the Type B criterion of
0.005 mg/l for both. Fluoranthene (@ 0.030 mg/l) and pyrene (@
0.037 mg/l) were detected at concentrations below the respective
Type B criteria of 0.840 mg/l and 0.520 mg/l.
4. The Type B criteria presented for Cd, Cr and Pb represent
health-based levels established for drinking water. Background
levels can be substituted, as appropriate, if above Type B
criteria.
5. The Type B criterion for Cr represents hexavalent chromium.
The Type B level for trivalent chromium is 37 mg/l (for drinking
water).
6.5 Hoist Pit Oil Sample Analysis
On March 18, 1994, BCM collected a sample of an approximate to
- -inch thick oil layer floating on water within the open hoist
pit excavation at a depth of about six feet below ground surface.
The oil apparently seeped into the pit from soil within the
exposed sidewalls and floor of the excavation. To evaluate the
chemical composition of the oil and better select analytical
parameters for the proposed soil and groundwater sampling, BCM
submitted the sample to Eagle Laboratories Inc. for analysis of
volatile and semi-volatile organic compounds using EPA Methods
8260 and 8270, respectively; PCBs using EPA Method 8080; and
total cadmium, chromium, and lead using EPA Methods 7131, 7190
and 7420, respectively. The results of the analyses indicated
that all organic parameters were below method detection limits.
Lead was detected at a concentration of 7.2 mg/kg; cadmium and
chromium were below method detection limits.
The laboratory data sheets and chain-of-custody documentation are
included in Appendix D.
7.0 CONCLUSIONS
Based on the results of our Phase II subsurface investigation,
BCM has developed the following conclusions:
Subsurface soils encountered during drilling generally consisted
of mottled, brown to grey, sandy clay and clay, typical of
glacial lacustrine deposits in southeastern Michigan. Fill
encountered consisted approximately six inches of gravel base
material and, locally, up to three feet of sand and clay.
Saturated soil was encountered in two of the seven borings
drilled. The saturated zones likely represent shallow perched
groundwater within the upper lacustrine clay. This upper
saturated zone is not believed to be capable of significant
groundwater yield.
Water levels obtained from five of the seven monitoring wells
indicated groundwater within approximately three to four feet of
ground surface. The water level within a sixth well was measured
to be about ten feet below ground, apparently due to slow
recharge. A blockage in the seventh well prevented groundwater
monitoring or sampling. Based on the preliminary groundwater
monitoring data, a generally east to southeast groundwater flow
direction is believed to exist within the uppermost water-bearing
zone.
No organic compounds (i.e., BTEX, MTBE, PNAs, or PCBs, as
applicable) were detected by laboratory analysis of soil samples
obtained by BCM from borings surrounding the former and existing
UST area and hoist pit excavation.
Low levels of cadmium, chromium, and lead were detected in each
soil sample collected by BCM adjacent to the hoist pit
excavation. Although the detected concentrations exceed current
Type B soil cleanup criteria for the protection of groundwater,
BCM believes that the detected levels may represent naturally
occurring background concentrations. Further, the detected levels
are below default Type A criteria established by MDNR for soils
in southeastern Michigan. BCM therefore believes that sufficient
data exist to support leaving the subject soils in place and the
no further investigation is necessary to establish site-specific
background levels.
An approximate to -inch free product (oil) layer was observed
within the hoist pit excavation by BCM prior to and during our
subject investigation. Laboratory analysis of a sample of the
oil collected by BCM did not detect volatile or semi-volatile
organic compounds, PCBs, cadmium, or chromium. However, lead was
detected at a concentration of 7.2 mg/kg. BCM notes that the
lead concentration could result in the classification of the oil
as hazardous waste for disposal purposes as it exceeds in liquid
form the regulatory threshold of 5.0 mg/l (TCLP methodology).
A 0.2-foot thick product layer was also measured in well
HP-2 on April 4, 1994. No visible evidence of oil was observed
within wells HP-1 or HP-3 during BCM's monitoring or sampling.
BCM does not believe that the apparent hoist pit product release
must be reported to any regulatory agencies because (1) the hoist
pit system is believed to be exempt from current leaking UST
regulations, including reporting requirement; and (2) it cannot
be determined whether a reportable quantity of a regulated
substance was released within a 24-hour period (pursuant to
reporting requirements of the federal Comprehensive Environmental
Response, Compensation, and Liability Act [CERCLA] and Michigan
Act 307).
Well HP-2, downgradient of the hoist pit excavation, contained
dissolved concentrations of four PNA compounds
(benzo(a)anthracene, chrysene, fluoranthene, and pyrene).
Benzo(a)anthracene and chrysene were detected at concentrations
slightly above current Type B groundwater cleanup criteria.
Fluoranthene and pyrene were detected at concentrations well
below the respective current Type B criteria. No organic
compounds (i.e., BTEX, MTBE, PNAs, or PCBs) were otherwise
detected in groundwater samples obtained from wells HP-1, HP-2,
and HP-3.
Although analysis of the oil sample collected from the hoist
pit excavation did not indicate the presence of any target
organic compounds, the PNA compounds detected in groundwater
could reflect impact from oils of varying chemical composition
that may have been used in the past. The PNA's could exist,
alternatively, as a result of infiltration of spilled chemicals
historically used during normal garage operations into cracks
within the asphalt or concrete paved surfaces.
Dissolved cadmium and lead were detected at concentrations
exceeding current Type B groundwater cleanup criteria in well
HP-3. It is possible that the relatively low levels of these
metals represent naturally occurring background concentrations.
Further analysis of background conditions would be required to
support this possibility, however. No metal concentrations of
concern were otherwise detected by laboratory analysis.
8.0 RECOMMENDATIONS
Based on our findings and conclusions, BCM has developed the
following recommendations with respect to further site
activities:
Sufficient soil and groundwater data are believed to have been
generated by BCM, ATEC, and CTI to support that no further
remedial action is necessary at the site with respect to the
historic UST release west of the maintenance garage facility.
Although BCM was unable to verify groundwater conditions within
adjacent well GT-4, data from wells HP-1, HP-2, and HP-3 appear
to confirm that no significant or widespread groundwater impact
has occurred as a result of the UST release.
<PAGE>
BCM recommends, however, that quarterly sampling of existing
wells GT-1, GT-2, GT-3, and HP-1 be performed for a minimum
period of one year to confirm this opinion and to verify that no
further contaminant migration continues. We recommend that the
proposed groundwater samples be submitted to a single independent
laboratory for analysis of BTEX, MTBE, and dissolved lead.
Although BCM does not believe that the apparent hoist pit release
requires reporting to any regulatory agency, it is our opinion
that the owner/operator of the site is responsible for
implementing initial abatement and corrective action as a private
cleanup. To this extent, BCM recommends that, at minimum, a
product collection system or pump be installed within the hoist
pit excavation to collect and dispose of residual product as it
migrates into the pit.
The excavation may remain open, allowing enhanced liquid
collection, if the excavation is appropriately covered to
eliminate the existing safety hazard, and if precautions are
taken to prevent any surface spills of potential contaminants
(e.g., solvents) used during normal garage operations from
entering the excavation. Alternatively, the existing excavation
could be used as an extraction trench by installing a well and
pump mechanism below ground within the excavation. The
excavation would be subsequently backfilled with sand and
completed at ground surface with concrete.
With respect to the elevated dissolved PNA, cadmium, and lead
concentrations in groundwater surrounding the hoist pit
excavation, BCM recommends that wells HP-2 and HP-3 be re-sampled
to verify the significance of the original sample data. If
elevated levels are again detected, additional investigation may
be warranted to evaluate whether the metal concentrations are
naturally occurring or have resulted from the apparent hoist pit
release.
If it is determined that the existing levels represent impact
from the subject release, three primary approaches exist: (1)
further remedial excavation could be performed to remove impacted
soil and entrained impacted groundwater, (2) a relatively
long-term groundwater collection system could be installed within
the hoist pit excavation to extract impacted groundwater until
residual levels meet acceptable cleanup criteria, or (3)
additional investigation could be performed to delineate the
potential area of impact and support a corrective action
alternative of "no further action" due to the limited exposure
potential and resulting risk from the elevated concentrations.
BCM recommends that quarterly monitoring of existing and any
future wells be performed for a minimum two-year period if the
third alternative is selected ("no further action"), in order to
verify that contaminant migration has not increased. We also
suggest that each of the three corrective action alternatives
would be applicable to address the dissolved PNA concentrations
in well HP-2, if determined to be present following the
recommended re-sampling.
BCM notes that the relevancy of any or all of the
aforementioned recommendations addressing the apparent hoist pit
release may be at least partially dependent on site activities
that reportedly have recently been performed by other firms. It
is our understanding that further remedial excavation has been
performed to widen and deepen the existing hoist pit excavation.
BCM requests the opportunity to review any data generated as a
result of such activities prior to providing more detailed
recommendations concerning corrective action alternatives.
TABLE 2
SOIL ANALYTICAL RESULTS (mg/kg)
NORTHLAND SHOPPING CENTER
TABLE INTENTIONALLY OMITTED
NOTES:
1. (mg/kg)= Milligrams per kilogram.
2. ND - Concentration below method detection limit.
3. NA - Not analyzed.
4. The Type B criteria presented for Cd, Cr, and Pb represent those for the
protection of
groundwater; direct contact values (e.g., ingestion) also exist. Background
levels can be
substituted, as appropriate, if above Type B criteria.
5. The Type criterion for Cr represents hexavalent chromium. The Type B
level for
trivalent chromium is 740 mg/kg (for the protection of groundwater).
6. (--) - Not applicable.
TABLE 3
GROUNDWATER ANALYTICAL RESULTS (mg/l)
NORTHLAND SHOPPING CENTER
TABLE INTENTIONALLY OMITTED
NOTES:
1. (mg/l)= Milligrams per liter.
2. ND - Concentration below method detection limit.
3. (*) - Benzo(a)anthracene (@ 0.033 mg/l) and chrysene (@ 0.031 mg/l)
were both detected above the Type B criterion for both of 0.005 mg/l.
Fluoranthene (@ 0.030 mg/l) and pyrene (@ 0.037 mg/l) were detected at
concentrations below the respective Type B criteria of 0.840 mg/l and
0.520 mg/l.
4. The Type B criteria presented for Cd, Cr, and Pb represent
health-based levels established for drinking water. Background levels
can be substituted, as appropriate, if above Type B criteria.
5. The Type B criterion for Cr represents hexavalent chromium. The
Type B level for trivalent chromium is 37 mg/l.
TABLE 2
SOIL ANALYTICAL RESULTS (mg/kg)
NORTHLAND SHOPPING CENTER
TABLE INTENTIONALLY OMITTED<PAGE>
NORTHLAND SHOPPING CENTER
21500 NORTHWESTERN HIGHWAY
SOUTHFIELD, MICHIGAN
VOLUME 1 OF 2
PREPARED FOR:
EQUITABLE REAL ESTATE INVESTMENT MANAGEMENT INC.
ATLANTA, GEORGIA
BCM PROJECT NO. 00-6786-02
PREPARED BY:
______________________________________
ALLAN R. LONGYEAR
APPROVED BY:
_____________________________________
LARRY NODLER, RPG, REA
SECTION MANAGER
BCM ENGINEERS INC., FEBRUARY 1994
TABLE OF CONTENTS
VOLUME 1 OF 2
PAGE
STUDY PHILOSOPHY AND LIMITATIONS ii
SURVEY SUMMARY iii
PROJECT INFORMATION 1
1.0 GENERAL SITE DATA 2
2.0 SITE HISTORY AND AREA LAND USE 5
3.0 RED FLAG PROPERTIES 7
4.0 DATA SOURCES 11
5.0 IMMEDIATELY ADJACENT PROPERTIES 16
6.0 POTENTIAL ENVIRONMENTAL CONTAMINANTS 17
7.0 SURFACE AND SUBSURFACE INVESTIGATION 26
8.0 SPECIAL CONSIDERATIONS 28
9.0 GENERAL COMMENTS 30
VOLUME 2 OF 2
APPENDICES
STUDY PHILOSOPHY AND LIMITATIONS
GENERAL
The subject environmental assessment of the Northland Shopping
Center property was performed in accordance with generally
accepted methods and practices. This study was performed to
identify environmental concerns which would be obvious to a
professional and is not intended to represent an exhaustive
research of all potential hazards which may exist at the subject
property. The conclusions identified herein are based on
available information and are not considered scientific
certainties. In addition, this report does not purport to
represent future site conditions or events. Situations or
activities which transpire subsequent to this report and which
may result in adverse environmental impact should not be
construed as relevant to this study.
This report has been prepared for the exclusive use of Equitable
Real Estate Investment Management Inc. This report and its
findings shall not, in whole or in part, be disseminated to any
other party, nor used by any other party without prior consent of
BCM.
ASBESTOS
BCM has relied on previous asbestos inspection reports,
information provided by General Growth Management, Inc. personnel
(current property management firm), and engineering estimates, to
provide approximate quantities and cost projections for asbestos
abatement. No sampling was performed during the Phase I
environmental assessment. Further, most buildings have hidden
spaces which may not be immediately obvious to a surveyor who is
not intimately familiar with the building construction.
Consequently, locating and identifying materials containing
asbestos in buildings is a difficult and time-consuming task.
Complicating this task is the fact that asbestos was used in many
forms and in many types of materials in the construction of
buildings. In addition to known asbestos-containing materials,
some of these materials, may also contain asbestos as a
contaminant.
Although BCM uses trained and certified inspectors in attempting
to locate and identify materials potentially containing asbestos,
BCM does not warrant that all materials suspected to contain
asbestos have been identified at the subject property. It is
possible that additional materials potentially containing
asbestos were not identified because of visibility or access
limitations. It is also possible that the actual quantities of
materials containing asbestos determined during the detailed
design of a removal project, may differ from the quantities of
materials estimated during this survey.
<PAGE>
SURVEY SUMMARY
INTRODUCTION
BCM Engineers Inc. (BCM) was retained by Equitable Real Estate
Investment Management Inc. (EREIM) of Atlanta, Georgia to conduct
an environmental assessment of the Northland Shopping Center
located in Southfield, Michigan. The intent of this assessment
was to identify obvious adverse environmental conditions, suspect
activities, and potentially hazardous waste or materials on or in
the vicinity of this property.
SITE DESCRIPTION AND HISTORY
The Northland Shopping Center is a regional shopping center
located approximately one-quarter mile north of the intersection
of Eight Mile Road and Northwestern Highway in the City of
Southfield, Oakland County, Michigan. Construction of the
subject property began in 1952 and was completed in 1954. The
site is approximately 128 acres in size. The center includes an
enclosed shopping center and ancillary buildings housing the site
power plant and maintenance operations. Based on a review of
documents made available by General Growth Management, Inc.
personnel, and a review of historical aerial photographs, the
subject site was largely unimproved (farmland) prior to
development of the Center in 1952. The exceptions included a
single residential property and an approximate two acre parcel
improved by the addition of a Quonset style building, both of
which were observed in a 1949 aerial photograph. No information
was identified which would indicate that the site was otherwise
developed prior to 1949.
OFFSITE ENVIRONMENTAL CONSIDERATIONS
A review of the United States Environmental Protection Agency
(USEPA) lists (National Priorities List [NPL] and CERCLIS) of
cited and potential hazardous waste sites revealed no NPL or
CERCLIS sites within a one-mile radius of the subject property.
The Michigan Environmental Response Act (MERA), Public Act 307,
as amended, and administrative rules provide for the
identification and evaluation of sites of environmental
contamination in Michigan. In addition, Act 307 allows the
Michigan Legislature to appropriate public funds for response
activities when parties legally responsible for the contamination
are unwilling or unable to undertake necessary response
activities. Act 307 provides the state with the ability to take
action at sites that are not eligible for remedies under the
federal Superfund program. A review of the list of Michigan
Sites of Environmental Contamination (Act 307, proposed list
updated in November 1993 for fiscal year 1995) revealed no such
sites within a one-mile radius of the subject property.
One light industrial property was noted, the Detroit Light Guard
Armory, located approximately one-quarter mile to the southeast,
was identified within a one-half mile radius of the subject
property. No landfills were identified within a one-half mile
radius of the subject property.
Eleven properties currently or previously maintaining underground
storage tanks (USTs), including two separate addresses for tanks
in service at the subject property, were noted within a
one-quarter mile radius of the subject site. The name, address,
file number, and proximity of each of the eleven sites are listed
below:
Facility Name Location Address
Relative Proximity
. Northland Center BC-2 Concourse
Subject Property
MI0-000666
Northland Shopping Center 21500 Northwestern Hwy.
Subject Property
MI0-006081
Firestone Master Care 21125 Greenfield Road
Adjacent SE
MI0-008448
JC Penny, former Goodyear Greenfield Road
Adjacent East
MI0-035278
Providence Hospital 16001 Nine Mile
1/4-mile North
MI0-000009
Southfield Administrative 16025 Northland
Drive 1/4-mile SW
MI0-021382
North Park Towers 16500 North Park Road
1/4-mile NW
MI0-036027
Providence Emergency 22250 Providence Drive
1/4-mile North
MI0-015863
Jax Kar Wash 15421 Eight Mile Road
1/4-mile SE
MI0-001954
Detroit Armory 15000 Eight Mile Road
1/4-mile SE
MI0-011456
Facility Name Location Address
Relative Proximity
Shell Service Station 15450 Nine Mile Road
1/4-mile NE
MI0-010442
American Exhaust Systems 15441 Nine Mile Road
1/4-mile NE
MI0-019751
Based upon a review of the Michigan Department of Natural
Resources (MDNR) list of identified leaking underground storage
tank (LUST) sites (November 1993), the following four sites were
identified within a 1/2-mile radius of the subject property:
Facility Name Location Address
Relative Proximity
Detroit Armory 15000 Eight Mile
1/4-mile SE
MIAIC#05088
American Exhaust Systems 15441 Nine Mile
1/4-mile NE
MIAIC#03495
North Park Towers 16500 North Park
1/4-mile NW
MIC#1526-92
WWJ Radio Station 16550 Nine Mile
1/2-mile North
MIS#2262-92
Four Resource Conservation Recovery Act (RCRA) hazardous waste
generating facilities (inclusive of the subject property) were
identified within an approximate one-quarter mile radius of the
subject property. No violations or enforcement actions were
noted based on a review of database information.
No reported hazardous materials incidents were identified within
a one-quarter mile radius of the subject property based on a
review of the Emergency Response Notification System (ERNS)
database.
ONSITE ENVIRONMENTAL CONSIDERATIONS
No outdoor electrical power transformers were observed at the
subject property. Twenty-three indoor transformers were
identified at the study site. The transformers are owned and
maintained by EREIM. Twenty-one of the transformer units are
dry-type. Dry-type transformers do not use dielectric fluids
that may potentially contain polychlorinated biphenyls (PCBs).
The remaining two transformers are vaporization-cooled (freon
based) units and are labeled as non-PCB containing.
BCM conducted a limited scope survey of lead in drinking water at
the Northland Shopping Center property. Three water samples
were collected (taken first draw) and submitted for laboratory
analysis. The analytical results indicated a lead concentration
in one of the three samples above 0.015 milligram per liter
(mg/l), the maximum contaminant level for lead in drinking water
as established by the State of Michigan Safe Drinking Water Act
(Act 399 P.A. 1976). The elevated lead concentration of 0.029
mg/l was obtained in a sample from a water cooler on the lower
level of the Champs tenant space. The remaining two sample
results were found to be at or below the method detection limit
of 0.001 mg/l.
The Michigan Department of Public Health provided results of
radon gas testing in the Oakland and Wayne County area. Of the
buildings tested, less than 20 percent contained levels above 4.0
picoCuries per liter (pCi/L), the level at which EPA recommends
follow-up testing and evaluation. Based on the available data,
six radon canisters were placed at selected locations within a
site during BCM's assessment to evaluate radon concentrations.
The results of the radon tests indicate radon an average radon
concentration of less than 0.55 pCi/L. Based upon analytical
results and available information, radon does not appear to pose
a significant risk to occupants at the subject site.
One registered underground storage tank (UST), located west of
the onsite Maintenance Building, was identified in use at the
subject site. The 4,000-gallon capacity UST is used for the
storage of unleaded gasoline to fuel maintenance and security
vehicles. The tank is constructed of single-wall fiberglass and
provided with secondary containment, overfill prevention, and an
observation well. The tank was installed in January 1991 as
replacement for two 2,000-gallon capacity gasoline (one unleaded
and one leaded) UST systems, which were found to have failed.
Based on available information, corrective action included
removing the two USTs in December 1990, disposing of
approximately 215 cubic yards of contaminated soils, and
collecting four sidewall and one bottom sample for closure. The
closure samples contained non-detected concentrations of benzene,
toluene, ethylbenzene, and total xylenes (BTEX). The
4,000-gallon replacement UST was installed in the same location
as the previous tanks.
Available information from the Michigan State Police, Fire
Marshal Division (MSFM) and Michigan Department of Natural
Resources (MDNR), Emergency Response Division, Southeast Michigan
District, no release has been reported at the subject site.
Notification for the removal of the USTs and the closure report
were received by the MSFM. No information was made available by
site personnel or others indicating that the site is closed based
on MSFM review. The closure report did not address potential
impact shallow groundwater beneath the site.
In addition to the gasoline USTs, the Northland Shopping Center
previously maintained four 25,000-gallon capacity USTs that
stored No. 6 bunker oil for onsite heating purposes. The tanks
were located within a landscaped area north of the Power House
Building, and removed in December 1989. Although the four USTs
were unregulated with respect to the Michigan Underground Storage
Tank Act (Act 423), available registration documents indicate
that the tanks were registered. Based on available information,
eight soil samples were collected at unidentified locations
during or following removal activities. The analytical results
indicated that benzene was detected at a concentration of 54
micrograms per kilogram (ug/kg) in one of the samples.
Concurrent with the Phase I environmental assessment, BCM
performed a limited subsurface investigation to evaluate the
potential for adverse environmental impact at the subject site
resulting from UST systems formerly and currently in place. The
results of the subsurface investigation indicated the presence of
hydrocarbon contamination in soil and groundwater near the
current/former gasoline USTs. Contaminant levels in soil were
below MDNR Type B cleanup criteria; however benzene and
methyl-tertiary-butyl ether were detected in groundwater at
concentrations above Type B criteria. No evidence of subsurface
impact was noted at the former bunker fuel oil USTs. A detailed
summary of BCM's findings and recommendations is presented in
Appendix I, Limited Subsurface Investigation Report.
In addition to the existing UST, one aboveground storage tank
(AST) was also identified at the subject property. The tank is
of approximate 500-gallon capacity and used to store diesel fuel.
The tank is skid-mounted and located on an asphalt paved surface
approximately 80 feet west of the northernmost portion of the
Maintenance Building. During our facility inspection, evidence
of spillage was observed near the AST. Surface water runoff with
an oil sheen was also observed in this area, flowing westerly
away from the Maintenance Building. No secondary containment
currently exists for the AST. No information was available
indicating that the facility has a spill prevention and
counter-measure plan in place, in accordance with EREIM protocol.
During a return visit to the site on February 23, 1994, visible
and olfactory evidence of contamination was observed by BCM at
the location of a hoist pit undergoing excavation and removal in
the Maintenance Building garage. The hoist pit was located
approximately 30 feet east of the current UST system. Based on
information obtained from Mr. Martin Geralt, maintenance
supervisor for General Growth Management, Inc., the hoist pit
contained 40 gallons of hydraulic oil and had recently failed.
The hoist is being replaced with an aboveground unit by a local
contractor. Mr. Geralt stated that a consulting firm would
sample excavated soil to evaluate whether subsurface impact has
occurred.
Chemicals other than small quantities of general cleaning
products were noted in use or in storage at the subject property.
These chemicals included 55-gallon drums of waste oil, hydraulic
fluid, water soluble degreaser, antifreeze, Zep safety solvent,
kerosene, trichlorethane, motor oil , mineral spirits, Zep
Dynasol parts cleaner, and water treatment chemicals. Material
Safety Data Sheets (MSDS) are maintained on file in accordance
with the Northland Shopping Center hazard communication program.
During BCM's physical site inspection, drum storage was detected
in the Power House tool crib area and within a storage building
constructed within the F-Building parking lot (Gilson
Incorporated space). No secondary containment was provided
within these areas. In addition, based on discussions with site
personnel, solvents stored in the Tool Crib area may not have any
current usage.
A number of tenants in the shopping center utilize hazardous
materials or generate some type of non-domestic waste. Tenants
of interest include CPI Photo Finish, LeRoy's Jewelers, Meyers
Jewelers, Shifrins Jewelers, Craftsman Jewelers, Simmons and
Clark Jewelers, and Professional Dental Clinic. None of these
tenants conduct activities which would cause adverse
environmental impact to the property under normal conditions. No
record of environmental regulatory violations being issued to
these facilities was identified. BCM identified no environmental
concerns associated with these tenants at this time.
The Northland Shopping Center is a RCRA-permitted facility as a
result of previous UST removal projects. At the time of the
facility inspection, contained wastes of a potential hazardous
nature were identified at the subject site. Gilson
Incorporated/Gittleman's Fur Storage (Gilson) operates a fur
cleaning and storage business in the lower level of Building F.
As part of the fur cleaning process, tetrachloroethylene (or
perchloroethylene [PCE]) is placed onto the fur lining of a
garment. The fur is then placed into a mechanical drum with
sawdust to clean and condition the fur. Based on our
understanding of the process, the waste sawdust likely requires
treatment and/or disposal as a RCRA hazardous waste, unless it
can be delisted or rendered non-hazardous by onsite reclamation
or treatment. Based on information provided by John McGuire,
director of fur services for Gilson, approximately 400 pounds of
sawdust are generated as waste annually. Currently, the waste
sawdust is emptied into a dumpster located in the service
corridor within the tunnel area.
BCM reviewed available asbestos survey reports, interviewed
General Growth Management, Inc. personnel, and performed a
limited visual inspection (approximately 10%) of tenant spaces,
in an attempt to identify asbestos-containing materials (ACM) at
the subject property. The inspection was performed to identify
the presence, location, and quantity of ACM within the facility,
and provide general cost estimates for abatement. Suspect ACM
was identified during our inspection, including straight pipe and
pipe joint insulation (generally on steam, chilled water, and
domestic water lines), gypsum wallboard, suspended ceiling tiles,
glued-on ceiling tiles, and vinyl floor tile.
Based on the results of previous surveys, the straight pipe and
pipe joint insulation, and floor tile were determined to be
asbestos-containing. Insufficient evidence was available to
assess the common areas (mall enclosure) of the Northland
Shopping Center. Specifically, suspended ceiling tile and gypsum
wallboard materials in the common areas have not been tested.
BCM recommends that site specific surveys be performed prior to
future construction or renovation within the Northland Shopping
Center, or if suspect materials at the subject site are to be
disturbed by general maintenance activities such as sanding,
drilling, sawing, or scraping, which may generate dust. The
reports of previous asbestos surveys for the Northland Shopping
Center are presented in Appendix D.
The identified asbestos-containing materials at the Northland
Shopping Center property can be properly managed with the
implementation of an Operations and Maintenance (O&M) Program and
therefore, may not need to be removed for some time, unless
dictated by renovation or demolition plans. In accordance with
current regulations all such affected materials must then be
removed. The O&M Program, developed using guidelines established
by the Occupational Safety and Health Administration (OSHA) and
the Environmental Protection Agency (EPA), allows the ACM to
remain in place until (1) there is deterioration of the
materials, (2) building renovation is instituted which might
disturb the ACM, or (3) certain activities under the O&M program
may require partial removal.
CONCLUSIONS AND RECOMMENDATIONS
Based upon available information and our site reconnaissance, BCM
noted the following items of significant environmental concern
and makes the following recommendations:
The results of the subsurface investigation performed
concurrently with the Phase I environmental assessment indicated
the presence of hydrocarbon contamination in soil and groundwater
near the current/former gasoline USTs. A detailed summary of
BCM's findings and recommendations is presented in Appendix I,
Limited Subsurface Investigation Report.
BCM recommends that secondary containment be provided for a
500-gallon capacity diesel AST located west of the Maintenance
Building. Further, if required, a spill prevention, control, and
counter-measure plan should be implemented.
With respect to the former hoist pit located in the Maintenance
Building garage, BCM recommends that given the age of the hoist
pit (presumably installed during construction of the Northland
Shopping Center in the early 1950's), and considering that the
hoist pit is near the current UST, soil samples should be
collected from the hoist pit excavation and be analyzed for PCBs
and BTEX to evaluate any impact to the surrounding soil.
Based on available information and our understanding of the
dry-cleaning process, the waste sawdust generated by Gilson
likely requires treatment and/or disposal as a RCRA hazardous
waste, unless it can be delisted or rendered non-hazardous by
onsite reclamation or treatment. Current levels of waste sawdust
generated would suggest that Gilson is a small quantity generator
(i.e., less than 1,000 kg/month).
During BCM's physical site inspection, drum storage was detected
in the Power House Tool Crib area and within a storage building
constructed within the F-Building parking lot (Gilson
Incorporated space). To the extent possible, secondary
containment be provided for these areas. In addition, any
chemicals that are no longer used should be disposed of.
Asbestos-containing material was identified at the subject
property based on a review of existing reports of asbestos
sampling and analysis. Further sampling is required to evaluate
the ACM at the site in the common areas (mall enclosure). BCM
further recommends that an O&M plan be developed and implemented.
Based on elevated lead detected in one of three collected
samples, BCM recommends that additional lead in water sampling be
conducted to include, at a minimum, all drinking fountains on the
lower level.
BCM recommends that Northland Shopping Center management explore
the possibility of reclaiming past UST (fuel oil) fees from the
MSFM. In addition, any issues regarding
registration/deregistration of USTs (specifically, the existing
UST system is registered under two separate addresses) at the
subject site should be resolved.
Four sites within one-half of a mile of the subject site were
identified as having confirmed releases from their tank systems.
Based on the physical locations of the sites, and in
consideration of owner/operator responsibility for the cleanup of
LUST sites, none of the four sites appear to present a
significant environmental threat to the subject property.
Seven additional sites exist within one-quarter mile of the
subject property which maintain underground storage tanks or are
identified as RCRA-permitted facilities. Based on available
information (i.e., no reported releases and/or their physical
locations), none of the sites appear to pose a significant
environmental threat to the subject property.
<PAGE>
PROJECT INFORMATION DATA FORM
I. CLIENT INFORMATION
Project Name: Northland Shopping Center
Client Name: Equitable Real Estate
Investment
Management, Inc.
Project Contact: Mr. Brice Williams,
Director, Environmental Affairs
Equitable Real Estate Investment
Management, Inc.
(404) 239-5837
II. PROPERTY INFORMATION
Project Address: Northland Shopping Center
21500 Northwestern Highway
Southfield, Michigan 48075
County: Oakland
Site Contact: Mr. William Bushaw
Affiliation: General Growth Management,
Inc.
Directions to Site: The Northland Shopping
Center property is located approximately one-quarter mile north
of the intersection of Eight Mile Road and Northwestern Highway
in the City of Southfield, a northern suburb of the City of
Detroit.
1.0 GENERAL
1.1 SITE DATA
(A)USE/OPERATION: Regional shopping center.
(B) GENERAL LOCATION: The subject property is located at
21500 Northwestern Highway, approximately one-quarter mile north
of the intersection of Eight Mile Road and Northwestern Highway,
in the City of Southfield, Oakland County, Michigan (Reference
Appendix C, Site Location Map).
(C) NUMBER OF BUILDINGS: The subject property consists of an
enclosed single level shopping center with full basement and a
detached power house and maintenance building. The basement
includes tenant spaces, storage service corridors, and a truck
tunnel.
(D) BUILDING SIZE (approx.): The shopping center building is
2.13 million gross square feet in size.
(E) PROPERTY SIZE (approx.): The subject property is
approximately 128.58 acres in size.
(F) BUILDING CONSTRUCTION: The subject property is of
structural steel and concrete block construction. The exterior
finish is brick, concrete, and glass at entrance areas. The
roofing consists of built-up tar pitch systems. The interior
finishes typically consist of wood, gypsum wallboard, glued-on or
suspended ceiling tiles, and unfinished concrete, terrazzo,
ceramic tile, wood, vinyl tile, or carpeted flooring. The
Northland Shopping Center is serviced by an outparcel Power House
which houses four gas-fired boilers. Heating and cooling are
distributed to tenant fan units from the Power House. In some
areas, air conditioning is provided by rooftop mounted packaged
units.
(G) BUILDING AGE OR DATE CONSTRUCTED: Construction of the
subject property began in 1952 and was completed in 1954.
1.2 TENANT LIST:
(A) TENANTS: The Northland Center currently has over 100
tenants. An updated tenant listing is presented in Appendix D,
Tenant List.
(B) TENANT ACTIVITIES OF CONCERN: Gilson
Incorporated/Gittlemans Fur Storage (Gilson) operates a fur
cleaning and storage business in the lower level of Building F.
As part of there fur cleaning operations, tetrachloroethylene (or
perchloroethylene [PCE]) and a Scotchgard equivalent are
utilized. The PCE is supplied to the lower level from a ground
level storage building constructed within a landscaped island
within the Building F parking lot. The storage building is
constructed of concrete blocks with a poured slab-on-grade
foundation. At the time of the facility inspection, one
55-gallon drum of PCE and one unlabeled (reportedly PCE)
25-gallon drum, presumably used as a back up source, were
identified onsite. No evidence of improper handling of the
material or spillage was noted. However, no spill containment
was observed in the storage area. The Scotchgard is purchased in
small quantities (5 gallon or less containers) and dispensed onto
garments in a spray booth area.
As part of there fur cleaning process PCE is placed onto the fur
lining of the garment. The fur is then placed into a mechanical
drum with sawdust to clean and condition the fur. Based on
information provided by John McGuire, Director of Fur Service for
Gilson, approximately 400 pounds of sawdust are used annually.
Currently, the waste sawdust is emptied into a dumpster located
in the service corridor within the tunnel area.
Based on information obtained from Inspector Fryfogle with the
Southfield Fire Department, ventilation systems were installed to
exhaust air from the cleaning area through the roof of the
building. The Michigan Department of Natural Resources (MDNR),
Air Quality Division, issued a letter to Gilson stating that dry
cleaning equipment with capacities of 100 or less pounds of
clothes is exempt from potential air permitting requirements.
Mr. John McGuire, director of fur services for Gilson, indicated
during a telephone conversation with a MDNR representative that
the dry cleaning drum has a capacity of less than 100 pounds.
Additional information is presented in Section 4.1 Interviews,
Appendix A Correspondence, and Appendix G Photographs.
In addition, a number of tenants in the shopping center utilize
hazardous materials or generate some type of non-domestic waste.
Tenants of interest include CPI Photo Finish, LeRoy' Jewelers,
Meyers Jewelers, Shifrins Jewelers, Craftsman Jewelers, Simmons
and Clark Jewelers, and Professional Dental Clinic. None of
these tenants conduct activities which would cause adverse
environmental impact to the property under normal conditions. No
record of environmental regulatory violations being issued to
these facilities was identified. BCM identified no environmental
concerns associated with these tenants at this time. Additional
information is presented in Section 4.1 Interviews.
1.3 SITE DESCRIPTION: The enclosed shopping center is
located in the center of an irregular shaped lot approximately
128.58 acres in size. The property includes frontage along
Northwestern Highway to the west, Northland Drive to the south,
J.L. Hudson Drive to the north, and Greenfield Road to the east.
Outside asphalt paved parking is available for approximately
10,000 cars. With the exception of the Hudson's west parking lot
(which is at a lower level than adjacent lots) the site
topography is generally very flat with a slight gradient for
surface drainage toward storm sewer inlets along paved surfaces.
Topographic maps generated by the U.S. Geological Survey were
reviewed to identify site features which may indicate general
trends of groundwater flow. Based on the regional topography the
general direction of groundwater flow is likely to be
southeasterly. However, to accurately assess groundwater flow
and direction, site-specific tests would need to be conducted.
Further, variations in climatic conditions, as well as seasonal
fluctuations, may affect such determinations.
1.4 SKETCH OF PROJECT SITE: Reference Appendix B, Site
Drawing
2.0 SITE HISTORY AND AREA LAND USE
2.1 SITE HISTORY
(A) PREVIOUS OWNERSHIP AND ACTIVITIES: Based on a review of
documents made available by General Growth Management, Inc.
personnel, and a review of historical aerial photographs, the
subject site was largely unimproved (farmland) prior to
development of the Center in 1952. The exceptions included a
single residential property and an approximate two acre parcel
improved by the addition of a Quonset style building, both of
which were observed in a 1949 aerial photograph. No information
was identified which would indicate that the site was otherwise
developed prior to 1949.
(B) DATE OF CURRENT SITE DEVELOPMENT: The current site was
developed by the J.L. Hudson Company beginning in 1952 and
completed in 1954. The Northland Center was originally an open
shopping center anchored by Hudson's. Expansion, including the
addition of J.C Penny as a second anchor tenant, and enclosure of
the Northland Center was completed in late 1974. Additional
stores were also added in 1981 and 1988. The 1988 expansion
included the addition of a third anchor tenant, MainStreet. The
MainStreet store was sold to Kohl's Department Stores (the
current tenant) later in 1988.
2.2 AREA LAND USE:
(A) GENERAL LAND USE IN AREA: Information provided by the
City of Southfield Planning Department indicates that the subject
site is zoned RS (Regional Shopping). The surrounding properties
are dominated to the north and east by commercial properties,
including multi-story office buildings, a regional hospital, and
retail centers. The subject is bound to the west by Northwestern
Highway (U.S. 10) which is a major thoroughfare in the area.
West of Northwestern Highway are residential developments. Area
land use to the south includes development of high-rise
apartments and office buildings. Commercial and light industrial
development is observed south along the Eight Mile Road corridor.
(B) AREA LAND USE PRIOR TO CURRENT DEVELOPMENT: Aerial
photographs made available from Detroit Edison and the Oakland
County Planning Department were reviewed for the years 1949,
1981, and 1990. In the 1949 aerial photograph development in the
area was observed as rural residential in character. The 1981
aerial photograph depicts the general area as similar to present
day conditions, residential and commercial in character. In the
1990 aerial photograph, the area land use was observed as
improved similar to present day conditions.
(C) MAJOR WATERWAYS AND/OR SURFACE FEATURES IN AREA: The
major surface feature in the area is the Rouge River, located
approximately five miles to the west of the subject property.
(D) DOES THIS SITE HAVE THE POTENTIAL TO BE CLASSIFIED AS
"WETLANDS?" None Identified.
(E) IS THIS PROPERTY NEAR "WETLANDS?" None Identified.
3.0 "RED FLAG" PROPERTIES
3.1 NATIONAL PRIORITIES LIST (NPL), CERCLIS, OR MICHIGAN ACT
307 SITES WITHIN A ONE-MILE RADIUS:
NPL SITES
A review of the United States Environmental Protection
Agency National Priorities List (NPL) of hazardous waste sites
eligible for federal funding did not indicate the presence of any
such sites within a one-mile radius of the subject property.
CERCLIS SITES
The USEPA CERCLIS List (extracted from the EPA October 18,
1993) was reviewed for hazardous waste sites scheduled for
evaluation for inclusion on the NPL. No CERCLIS sites were
identified within a one-mile radius of the subject property.
MICHIGAN ACT 307 SITES
The Michigan Environmental Response Act (MERA), Public Act
307, as amended, and administrative rules provide for the
identification and evaluation of sites of environmental
contamination in Michigan. In addition, Act 307 allows the
Michigan Legislature to appropriate public funds for response
activities when parties legally responsible for the contamination
are unwilling or unable to undertake necessary response
activities. Act 307 provides the state with the ability to take
action at sites that are not eligible for remedies under the
federal Superfund program.
A review of the list of Michigan Sites of Environmental
Contamination (Act 307, proposed list updated in November 1993
for fiscal year 1995) revealed no sites within a one-mile radius
of the subject property.
3.2 FACTORIES, INDUSTRIES OR LANDFILLS WITHIN A ONE-HALF MILE
RADIUS:
One light industrial property was noted, the Detroit Light
Guard Armory, located approximately one-quarter mile to the
southeast, was identified within a one-half mile radius of the
subject property. No landfills were identified within a one-half
mile radius of the subject property.
3.3 (A) PROPERTIES WITH SUSPECTED UNDERGROUND STORAGE
TANKS WITHIN A ONE-QUARTER MILE RADIUS:
Michigan State Police Fire Marshal (MSFM) records containing
information regarding the existence of underground storage tanks
(subject to registration as required by Michigan Act No. 423, as
amended) at the subject property, and identified sites housing
one or more registered underground storage tanks within an
approximate one-quarter mile radius was obtained from Agency
Information Consultants, Inc. (AIC). Based on a review of AIC
provided information and visual drive-by inspections, the
following locations were identified as currently or previously
maintaining underground storage tanks:
Facility Name/State I.D. Location Address
Relative Proximity
. Northland Center BC-2 Concourse
Subject Property
MI0-000666
Northland Shopping Center 21500 Northwestern Hwy.
Subject Property
MI0-006081
Firestone Master Care 21125 Greenfield Road
Adjacent SE
MI0-008448
JC Penny, former Goodyear Greenfield Road
Adjacent East
MI0-035278
Providence Hospital 16001 Nine Mile
1/4-mile North
MI0-000009
Southfield Administrative 16025 Northland
Drive 1/4-mile SW
MI0-021382
North Park Towers 16500 North Park Road
1/4-mile NW
MI0-036027
Providence Emergency 22250 Providence Drive
1/4-mile North
MI0-015863
Facility Name Location Address
Relative Proximity
Jax Kar Wash 15421 Eight Mile Road
1/4-mile SE
MI0-001954
Detroit Armory 15000 Eight Mile Road
1/4-mile SE
MI0-011456
Shell Service Station 15450 Nine Mile Road
1/4-mile NE
MI0-010442
American Exhaust Systems 15441 Nine Mile Road
1/4-mile NE
MI0-019751
(B) REVIEW OF STATE LEAKING UNDERGROUND STORAGE TANK (LUST)
LIST FOR RECORDS OF LEAKS OR PRESENCE OF TANKS NOT IDENTIFIED
DURING SITE RECONNAISSANCE:
Based upon a review of the Michigan Department of Natural
Resources (MDNR) list of identified leaking underground storage
tank (LUST) sites (November 1993), the following four sites were
identified within a 1/2-mile radius of the subject property:
Facility Name Location Address
Relative Proximity
Detroit Armory 15000 Eight Mile Road
1/4-mile SE
MIAIC#05088
American Exhaust Systems 15441 Nine Mile Road
1/4-mile NE
MIAIC#03495
North Park Towers 16500 North Park
1/4-mile NW
MIC#1526-92
WWJ Radio Station 16550 Nine Mile Road
1/2-mile North
MIS#2262-92
3.4 HAZARDOUS WASTE GENERATORS WITHIN A ONE-QUARTER MILE
RADIUS:
A review of available information concerning hazardous waste
treatment, storage, and disposal (TSD) facilities did not reveal
any such sites within a one-mile radius of the property. Four
Resource Conservation Recovery Act (RCRA) hazardous waste
generating facilities were identified within an approximate
one-quarter mile radius of the subject property:
Facility Name Location Address
Relative Proximity
Northland Shopping Cenetr 21500 Northwestern
Subject Property
MID985658772
Providence Hospital 16001 Nine Mile Road
1/4-mile North
MID068835206
North Park Towers 16500 North Park
1/4-mile NW
MID010863983
BDW Designs 16250 Northland Drive
1/4-mile SW
<PAGE>
4.0 DATA SOURCES
4.1 INTERVIEWS
INTERVIEWER: Allan Longyear DATE OF INTERVIEW:
2/16-23/94
1. NAME: Mr. Bill Bushaw
TITLE/JOB: Special Projects Coordinator
AFFILIATION: General Growth Management, Inc.
ADDRESS: Northland Shopping Center
21500 Northwestern Highway
Southfield, MI 48075
PHONE: (810) 569-6283
REMARKS: Mr. Bushaw served as site escort and provided
information on site construction, history, and tenant operations.
Mr. Bushaw also provided previous environmental reports.
INTERVIEWER: Allan Longyear DATE OF INTERVIEW: 2/16/94
2. NAME: Mr. Tom Torrence
TITLE/JOB: Chief Engineer
AFFILIATION: General Growth Management, Inc.
ADDRESS: Northland Shopping Center
21500 Northwestern Highway
Southfield, MI 48075
PHONE: (810) 569-6290
REMARKS: Mr. Torrence provided information regarding facility
chemical storage and hazardous materials management.
INTERVIEWER: Allan Longyear DATE OF INTERVIEW: 2/16/94
3. NAME: Mr. John McGuire
TITLE/JOB: Director of Fur Operations
AFFILIATION: Gilson, Inc.
ADDRESS: C/O Hudson's
21500 Northwestern Highway
Southfield, MI 48075
PHONE: (810) 423-6004
REMARKS: Mr. McGuire provided information regarding fur
cleaning operations conducted at the subject site.
INTERVIEWER: Allan Longyear DATE OF INTERVIEW: 2/22/94
4. NAME: Inspector Randall Fryfogle
TITLE/JOB: Fire Inspector
AFFILIATION: Southfield Fire Department
ADDRESS: 2600 Evergreen
Southfield, MI 48076
PHONE: (810) 354-7807
REMARKS: Inspector Fryfogle provided information regarding
environmental incidents in the study area and regarding chemical
usage at the subject site.
4.2 DOCUMENTS REVIEWED
Aerial Photographs and Maps:
1) Title: Aerial Photo
Location: Southfield
Source: Detroit Edison
Date of Photo/Map: 1949
2) Title: Aerial Photo
Location: Southfield
Source: Detroit Edison
Date of Photo/Map: 1981
3) Title: Aerial Photo
Location: Southfield
Source: Oakland County Planning
Date of Photo/Map: 1990
4) Title: Wetlands Inventory Map
Location: Southfield
Source: Oakland County Planning
Date of Photo/Map: 1989
5) Title: Topo Map
Location: Royal Oak Quadrangle
Source: USGS
Date of Photo/Map: 1968 - photo revised 1983
Comments:
1) The 1949 photograph depicts the subject property
largely as unimproved. The exceptions included a single
residential property and an approximate two acre parcel improved
by the addition of a Quonset style building.
2) The subject property was observed as developed
similar to present conditions.
3) The subject property was observed as developed
similar to present conditions.
4) No wetlands were identified at or near the subject
property.
5) The predominate surface feature in the area is the
Rouge River, located approximately five miles west of the subject
property.
Documents:
1) Title: NPL
Location: Region IV
Source: USEPA
Date of Source: October 18, 1993
2) Title: CERCLIS
Location: Region IV
Source: USEPA
Date of Source: October 18, 1993
3) Title: Radon in Michigan
Location: Michigan
Source: Michigan Dept. of Public Health
Date of Source: 1988
4) Title: EPA RCRA Hazardous Waste Registration
(RCRIS) List
Location: Wayne County, MI
Source: USEPA
Date of Source: June 20, 1993
5) Title: LUST List
Location: State of Michigan
Source: MDNR-ERD
Date of Source: February, 1994
6) Title: Michigan Sites of Environmental
Contamination,
Location: Act 307, Michigan
Source: MDNR
Date of Source: November 1993 for fiscal year 1995
7) Title: Active Permitted Landfills
Location: Oakland County, Wayne County, MI
Source: Oakland and Wayne County Health Departments
Date of Source: 1992
Comments:
1) No NPL sites were identified within a one-mile
radius of the subject property.
2) No CERCLIS sites were identified within a one-mile
radius of the subject property.
3) Limited radon screening was performed in the study
area. Radon levels are generally documented to be low in the
area of the subject property.
4) The subject property is listed as a hazardous waste
facility. Three additional sites were identified within an
approximate 1/4-mile radius of the subject property.
5) Four LUST sites were identified within a one-half
mile radius of the subject property.
6) No Michigan Act 307 sites were identified located within
a one-mile radius of the subject property.
7) No landfills were identified located within a one-mile
radius of the subject property.
5.0 IMMEDIATELY ADJACENT PROPERTIES
5.1 DESCRIPTIONS
NAME LOCATION
OPERATION
Providence Hospital Parking North Beyond
Parking
J.L. Hudson Drive
Northland Theater North Beyond
Entertainment
J.L. Hudson Drive
Plaza Hotel North Beyond
Hotel
J.L. Hudson Drive
Tower !4 Adjacent North
Office
Outparcel
Residential West Beyond
Residential
Northwestern Highway
Telcom Credit Union Adjacent Southwest
Banking
Outparcel
The Rafters South Beyond
Apartments
Northland Drive
Northland Towers South Beyond
Office
Northland Drive
The Rafters South Beyond
Apartments
Northland Drive
Firestone Adjacent Southeast
Automotive Repair
Outparcel
Goodyear, Adjacent East
Automotive Repair
Future Montgomery Wards Outparcel
(Currently Vacant)
Northland Plaza West beyond
Retail Strip Center
Greenfield Road
5.2 SKETCH IN RELATIONSHIP TO PROJECT SITE: See Appendix B.
6.0 POTENTIAL ENVIRONMENTAL CONTAMINANTS
6.1 SUSPECT ACM? YESX NO__
(A) NUMBER OF SAMPLES TAKEN: None, location and
approximate quantities of ACM are based on a review of existing
reports, a visual inspection of approximately 10% of the tenant
spaces, and information provided by General Growth Management,
Inc. personnel.
(b) SUSPECT ACM CHECKLIST:
FRIABLES PRESENT SAMPLED
1. Boiler Insulation Y N X U Y N
2. Pipe Insulation Y X N U Y N ..
3. Pipe Fittings Y X N U Y N
4. Tank Insulation Y X N U Y N
5. Duct Interiors Y N X U Y N
6. Duct Exteriors Y N X U Y N
7. Heat Exchangers Y N X U Y N
8. Blowers Y N X U Y N
9. Chiller Insulation Y X N U Y N
10. Blown-on Fireproofing (columns) Y N X U Y
N
11. Blown-on Fireproofing (beams) Y N X U Y
N
12. Blown-on Fireproofing (decks) Y N X U Y
N
13. Blown-on Fireproofing (shafts) Y N X U Y
N
14. Blown-on Fireproofing (walls) Y N X U Y
N
15. Blown-on Fireproofing (ceilings) Y N_X U Y
N__
16. Textured Paint (ceilings) Y N X U Y
N
17. Textured Paint (walls) Y X N U Y N
18. Plaster (ceilings) Y N X U Y N
19. Plaster (walls) Y N X U Y N
20. Blown-in Insulation (attic, etc.) Y N X U
Y N
21. Suspended Ceiling Tiles Y X N__U Y N__
22. Glued-on Ceiling Tiles Y X N__U Y N__
COMMENTS:
(b) SUSPECT ACM CHECKLIST (cont.)
NORMALLY
NON-FRIABLES PRESENT SAMPLED
23. Floor Tile Y X N__U Y N__
24. Roof Felt Y X N U Y N
25. Shingles Y N X U Y N
26. Transite Siding Y N X U Y N
27. Transite Panels Y N X U Y N
28. Stucco Y N X U Y N
29. Fire Curtains Y N X U Y N
30. Fire Doors Y X N U Y N
31. Soils in crawl spaces Y N X U Y N
32. Sheet vinyl flooring Y X N U Y N
33. Sheetrock Joint Compound Y X N U Y
N
(c) TENANT SPACES WHERE ACM HAS BEEN REMOVED:
Building I: 937, 934, 928, 925, 901, 904, 907, 910, 913,
916, 919, and 80% of the basement area (13
of 20 basement tenant spaces).
Building N: Open court, and 20% of the basement area (6
of 15 basement tenant spaces).
Building F: 852, 849, 846, 843, 830, 825, 828, 819, 816,
813, 803, 801, 804, 810, 807, and 50% of the basement
area (8 of 40 tenant spaces).
Building J: 752, 737, 734, 731, 725, 719, 716, 789, 788,
775, 761, 758, 707, 704, and 701.
Building B: 201, 228, 232, 240, and 20% of the basement
area (6 of 15 tenant spaces).
Building C: 301, 310, 313, 316, 319, 325, 328, 331, 334,
and 33% of the basement area (11 of 35 tenant
spaces).
(c) TENANT SPACES WHERE ACM HAS BEEN REMOVED (CONT.):
Building D: 402, 419, 455, 449, 446, 443, 461, 437, 482,
486, and 10% of basement tenant area (3 of 12
tenant spaces).
Building E: 634, 635, 636, 625, 610, 604, 601, and 10%
of the basement area (6 of 40 tenant spaces).
Buildings G: 501, 503, 504, 507, 516, 519, 534, 561, and
40% of the basement area (7 of 20 tenant
spaces)
Building FC: 100, 102, 104, 106, 108, 110, 112, 114
(Food Court)
Space 3501 (Michigan National ATM)
(d) QUANTITIES OF ACM:
Material
Approximate
Description Location
Quantity
Floor Tile: B Building, Main Level
7000 square feet
B Building, Basement
30,000 square feet
C Building, Basement 6,000
square feet
D Building, Main Level 17,000 square
feet
D Building, Basement
10,000 square feet
E Building, Main Level 7,000 square
feet
E Building, Basement 5,000
square feet
F Building, Main Level 9,000 square
feet
F Building, Basement
27,500 square feet
G Building, Main Level 5,000 square
feet
I Building, Main Level 2,700 square
feet
I Building, Basement 1,000
square feet
J Building, Main Level 4,500 square
feet
N Building, Main Level 16,000 square
feet
B Building, Second Level 5,000
square feet
E Building, Second Level
14,000 square feet
Straight Pipe Insulation
(Steam, Chilled Water
Domestic Water): B Building, Main Level
2,600 linear feet
B Building, Basement 2,000
linear feet
C Building, Main Level 100 linear
feet
C Building, Basement 3,600
linear feet
D Building, Main Level 1,800 linear
feet
D Building, Basement 2,000
linear feet
E Building, Main Level 1,400 linear
feet
E Building, Basement 3,000
linear feet
F Building, Main Level 1,200 linear
feet
F Building, Basement 2,400
linear feet
G Building, Main Level 600 linear
feet
I Building, Basement 100
linear feet
O Building, Basement 100
linear feet
N Building, Basement 2,700
linear feet
Maintenance Building 1,000
linear feet
Power House 1,750
linear feet
Tunnel 2,000
linear feet
(d) QUANTITIES OF ACM (CONT.):
Large Diameter Straight
Pipe Insulation
(Steam, Chilled Water
Domestic Water): Tunnel
6,000 linear feet
Power House 1,500
linear feet
Pipe Joint Insulation
on Fiberglass Straight Runs
(Domestic Water and
Chilled Water)
and Roof Drains: B Building, Basement
60 pipe joints
C Building, Basement 30
pipe joints
D Building, Main Level 130 pipe
joints
F Building, Basement 30
pipe joints
G Building, Main Level 75 pipe
joints
J Building, Main Level 15 pipe
joints
B Building, Second Level 100
pipe joints
E Building, Second Level 250
pipe joints
Common Areas 100 pipe
joints
Large Diameter
Pipe Joint Insulation
on Chilled Water
Straight Runs : Tunnel
50 pipe joints
Power House 20
pipe joints
Tank Insulation: Power House
500 square feet
(e) PRELIMINARY COST PROJECTION FOR REMOVAL OF ASBESTOS-
CONTAINING MATERIALS:
APPROXIMATE
MATERIAL ESTIMATED
REMOVAL
DESCRIPTION QUANTITY
COST
Floor Tile 166,700 square feet
$996,000.00
Straight Pipe Insulation 28,350 linear feet
$850,500.00
(Steam, Chilled Water
Domestic Water)
Large Diameter Straight 7,500 linear feet
$600,000.00
Pipe Insulation
(Steam, Chilled Water
Domestic Water)
Pipe Joint Insulation 790 pipe joints
$31,500.00
on Fiberglass Straight Runs
(Domestic Water and
Chilled Water)
and Roof Drains
Large Diameter 70
$7,000.00
Pipe Joint Insulation
on Chilled Water
Straight Runs
Tank Insulation 500 square feet
$12,500.00
Projected Removal Cost
$2,497,500.00
Contingencies (15%)
$374,625.00
Engineering, Testing and
Administrative (20%)
$499,500.00
TOTAL PROJECTED COST $3,371,625.00
LIMITATIONS OF COST PROJECTIONS
Equitable should be aware that the above cost projections are
based solely on the information gained during our limited scope
survey. In most cases, BCM does not have access to detailed
construction drawings. The scope of services for this project
does not allow for the time or direct BCM to develop cost
estimates of the accuracy required to prepare abatement plans and
specifications. In any construction project of this nature and at
this phase, it is likely that a number of unknown factors may
significantly increase the cost. These would include hidden
materials; complications in the scheduling and implementation of
the removal and replacement process; Union demands; changes in
regulatory requirements; and the availability and cost of
insurance/bonding. Accordingly, BCM recommends and includes in
our preliminary cost projections a contingency of 15%. Further,
Equitable should be aware that there will be other costs
associated with the construction including engineering and
testing fees. For planning purposes, BCM recommends an allowance
of 20% for these costs.
6.2 POTENTIAL PCB-CONTAINING EQUIPMENT
(A) POWER TRANSFORMERS? YES X NO__
(1) NUMBER OF OUTDOOR PAD TRANSFORMERS: None Identified
(2) NUMBER OF OUTDOOR POLE TRANSFORMERS: None Identified
(3) I.D. NUMBERS OF OUTDOOR TRANSFORMER: N/A
(4) RESPONSIBLE POWER COMPANY: Detroit Edison
(5) NUMBER OF INDOOR TRANSFORMERS: None
(6) OWNERSHIP: Equitable Real Estate Investment
Management Inc.
(7) MANUFACTURING DATA ON INDOOR UNITS: See Appendix A,
Correspondence.
(B) OTHER POTENTIAL PCB EQUIPMENT:
CAPACITORS: YES NO X
6.3 RADON
(A) TESTING CONDUCTED? CHARCOAL X ALPHA COUNTER NONE___
RADON TESTING RESULTS
SAMPLE
RESULTS
I.D. NO. LOCATION* SAMPLE DURATION
(pCi/L)
116974 Space C-7 Alcove 48 hrs.
<0.5
116975 D Bldg. Machine Room 48 hrs.
<0.5
116977 E Bldg. Space 3-5 48 hrs.
<0.5
116978 G Bldg. Space 3-4 48 hrs.
<0.5
116979 B Bldg. B-2 Water Closet 48 hrs.
0.8
116980 F Bldg. Gilson Space 48 hrs.
<0.5
* All samples collected from basement tenant spaces.
(B) DOES THIS BUILDING HAVE BASEMENTS OR OTHER SUBGRADE
AREAS? Yes
(C) HAVE INTERVIEWS WITH RESPONSIBLE PARTIES OR REVIEW
OF AVAILABLE DOCUMENTATION INDICATED A CONCERN FOR RADON IN THE
PROJECT AREA? No
COMMENTS: Limited radon screening has been performed in
Michigan. Of the tests performed for Oakland County, less than
20% of the sites contained radon levels above 4.0 pCi/L, the EPA
recommended action level.
6.4 LEAD
(A) LEAD BASED PAINT TESTING?
YES NO X
(B) LEAD IN DRINKING WATER TESTING? YES X NO__
WATER SAMPLE RESULTS
SAMPLE DATE
ID LOCATION TIME
ANALYSIS RESULTS
NC-01 Space 752 2/16/94 EPA 239.2
0.001 mg/l
Sibleys 1st Floor 10:00 a.m.
M-02 Space 486 2/16/94 EPA 239.2
0.029 mg/l
Champs Basement 10:06 a.m.
M-03 Space 104 2/16/94 EPA 239.2
0.001 mg/l
Hobo's Chicken 10:10 a.m.
1st Floor
Comments: Samples collected on first draw.
7.0 SURFACE AND SUBSURFACE INVESTIGATION
7.1 SURFACE INVESTIGATION
7.1.1 ABOVE-GROUND TANKS? YES
X NO
COMMENT: One aboveground storage tank (AST) was identified
at the subject property. The tank is of approximate 500-gallon
capacity and used to store diesel fuel. The tank is skid-mounted
and located on an asphalt paved surface approximately 80 feet
west of the northernmost portion of the Maintenance Building.
7.1.2 GENERAL DESCRIPTION OF SURFACE CONDITIONS
A physical inspection of the property and grounds was
conducted on June 16, 1993. The property was adequately
maintained. However, during our facility inspection, evidence of
spillage was observed near the AST located west of the
Maintenance Building. Surface water runoff with an oil sheen was
also observed in this area, flowing westerly away from the
Maintenance Building. No secondary containment currently exists
for the AST.
7.2 SUBSURFACE INVESTIGATION
7.2.1 PREVIOUS SOIL BORINGS YES NO X
7.2.2 UNDERGROUND STORAGE TANKS? YES X NO __
COMMENTS: One registered underground storage tank
(UST), located west of the onsite Maintenance Building, was
identified in use at the subject site. The 4,000-gallon capacity
UST is used for the storage of unleaded gasoline to fuel
maintenance and security vehicles. The tank is constructed of
single-wall fiberglass and provided with secondary containment,
overfill prevention, and an observation well. The tank was
installed in January 1991 as replacement for two 2,000-gallon
capacity gasoline (one unleaded and one leaded) UST systems,
which were found to have failed. Based on available information,
corrective action included removing the two USTs in December
1990, disposing of approximately 215 cubic yards of contaminated
soils, and collecting four sidewall and one bottom sample for
closure. The closure samples contained non-detected
concentrations of benzene, toluene, ethylbenzene, and total
xylenes (BTEX). The 4,000-gallon replacement UST was installed
in the same location as the previous tanks.
Available information from the Michigan State Police,
Fire Marshal Division (MSFM) and Michigan Department of Natural
Resources (MDNR), Emergency Response Division, Southeast Michigan
District, no release has been reported at the subject site.
Notification for the removal of the USTs and the closure report
were received by the MSFM. No information was made available by
site personnel or others indicating that the site is closed based
on MSFM review. The closure report did not address potential
impact shallow groundwater beneath the site.
In addition to the gasoline USTs, the Northland
Shopping Center previously maintained four 25,000-gallon capacity
USTs that stored No. 6 bunker oil for onsite heating purposes.
The tanks were located within a landscaped area north of the
Power House Building, and removed in December 1989. Although the
four USTs were unregulated with respect to the Michigan
Underground Storage Tank Act (Act 423), available registration
documents indicate that the tanks were registered. Based on
available information, eight soil samples were collected at
unidentified locations during or following removal activities.
The analytical results indicated that benzene was detected at a
concentration of 54 micrograms per kilogram (ug/kg) in one of the
samples.
Concurrent with the Phase I environmental assessment,
BCM performed a limited subsurface investigation to evaluate the
potential for adverse environmental impact at the subject site
resulting from UST systems formerly and currently in place. The
results of the subsurface investigation indicated the presence of
hydrocarbon contamination in soil and groundwater near the
current/former gasoline USTs. Contaminant levels in soil were
below MDNR Type B cleanup criteria; however benzene and
methyl-tertiary-butyl ether were detected in groundwater at
concentrations above Type B criteria. No evidence of subsurface
impact was noted at the former bunker fuel oil USTs. A detailed
summary of BCM's findings and recommendations is presented in
Appendix I, Limited Subsurface Investigation Report.
8.0 SPECIAL CONSIDERATIONS
PREPARER'S NOTE: ANSWER WITH "YES", "NO" OR "N/A". COMMENT ON
THESE ITEMS WHERE NEEDED.
(A) IS THIS A MANUFACTURING FACILITY?
NO
(B) IS THIS A WAREHOUSE?
NO
(C) MATERIAL SAFETY DATA SHEETS (MSDS)
ON FILE?
YES
(D) SPILL PREVENTION CONTROL AND COUNTER-
MEASURE PLAN (SPCC) ON FILE?
NO
(E) INVENTORY OF HAZARDOUS MATERIALS?
YES
COMMENTS: Chemicals other than small quantities of general
cleaning products were noted in use or in storage in the
Maintenance Building and Power House. These chemicals included
55-gallon drums of waste oil, hydraulic fluid, water soluble
degreaser, antifreeze, Zep safety solvent, kerosene,
trichlorethane, motor oil , mineral spirits, Zep Dynasol parts
cleaner, and water treatment chemicals. In addition,
perchloroethylene was observed stored in the Gilson tenant space.
Photographs depicting the chemical storage areas are presented in
Appendix G.
In addition, a number of tenants in the shopping center utilize
hazardous materials or generate some type of non-domestic waste.
Tenants of interest include CPI Photo Finish, LeRoy's Jewelers,
Meyers Jewelers, Shifrins Jewelers, Craftsman Jewelers, Simmons
and Clark Jewelers, and Professional Dental Clinic. None of
these tenants conduct activities which would cause adverse
environmental impact to the property under normal conditions.
(F) CITATIONS, FINES, PERMITS?
YES
COMMENT: The facility is a RCRA-permitted and
maintains a discharge permit with the City of Detroit Water and
Sewerage Department.
(G) DOES THIS FACILITY HAVE A WASTE DISCHARGE? YES
COMMENT: The facility discharges wastewater generated
by blow-down of boiler systems.
(H) ARE AIR EMISSIONS GENERATED AT THIS SITE?
NO
(I) CONTAINED WASTES (DRUMS, CANS, ETC.) YES
COMMENT: Waste oil is retained in 55-gallon drums.
(J) WASTE TANKS?
NO
(K) FILTERS/SEPARATORS?
NO
(L) TYPE OF FLOORING?
COMMENT: The floors are unfinished concrete, ceramic
tile, vinyl tile, terrazzo, or carpeted
(M) HAZARD COMMUNICATIONS PROGRAM? YES
(N) HISTORY OF ON-SITE SPILLS OF HAZARDOUS
MATERIALS?
NO
COMMENT: None identified.
(O) LIST OF DISPOSAL METHODS FOR HAZARDOUS WASTES
COMMENTS: The current waste stream of waste oil is
recycled. The Northland Shopping Center has also disposed of
hazardous waste associated with the removal of UST systems.
(P) ON-SITE RE-CYCLING CONDUCTED? YES
COMMENTS: The current waste stream of waste oil is recycled.
(Q) IS THERE A STORMWATER DISCHARGE FROM THE
SITE THAT REQUIRES AN NPDES PERMIT?
NO
9.0 GENERAL COMMENTS
9.1 GROUNDWATER WELLS ON-SITE?
YES X NO
COMMENT: Concurrent with the Phase I environmental
assessment, BCM installed six monitoring wells, three each in the
current UST area and former bunker oil UST area. The report is
presented in Appendix I, Limited Subsurface Investigation Report.
9.2 IS THE SITE OF KNOWN HISTORICAL OR ARCHEOLOGICAL
SIGNIFICANCE?
YES NO X
9.3 PREVIOUS ENVIRONMENTAL REPORTS? YES X NO
COMMENT: The subject Previous site assessment reports were
prepared for the tank removal projects and to identify
asbestos-containing materials within the Northland Shopping
Center.
APPENDIX A
CORRESPONDENCE
APPENDIX C
SITE LOCATION MAP
APPENDIX B
SITE DRAWINGS
APPENDIX E
LABORATORY DATA SHEETS FOR RADON SAMPLES
AND RADON ANALYSIS INTERPRETATION
APPENDIX D
LABORATORY DATA SHEETS FOR ASBESTOS SAMPLES
APPENDIX F
LABORATORY DATA SHEETS FOR WATER SAMPLES
APPENDIX G
PHOTOGRAPHS
APPENDICES
APPENDIX A CORRESPONDENCE
APPENDIX B SITE DRAWING
APPENDIX C SITE LOCATION MAP AND AERIAL PHOTOGRAPHS
APPENDIX D TENANT LISTING
APPENDIX E LABORATORY DATA SHEETS FOR RADON SAMPLES AND RADON
ANALYSIS INTERPRETATION (FOR INCLUSION IN
FINAL REPORT)
APPENDIX F LABORATORY DATA SHEETS FOR WATER SAMPLES
APPENDIX G PHOTOGRAPHS
APPENDIX H PREVIOUS ASBESTOS INSPECTION REPORTS
APPENDIX I LIMITED SUBSURFACE INVESTIGATION REPORT
In addition to the gasoline USTs,
EXHIBIT V
RESPONSIBLE OFFICERS OF EQUITABLE AND ERE
Gene Conway
Daryl Mangan
Richard Dolson
William Horvath
Alexander M. Liftis
RESPONSIBLE OFFICERS OF PARTNERSHIP AND GENERAL PARTNER
Paul L. Abbott
Robert J. Hellman
Joan Berkowitz
EXHIBIT W
ASSIGNMENT AND ASSUMPTION OF LEASES
THIS ASSIGNMENT AND ASSUMPTION OF LEASES (the "Assignment")
made on this _______ day of ____________________, 1994, by and
between EQUITABLE REAL ESTATE SHOPPING CENTERS L.P., a Delaware
limited partnership having an office c/o Midwest Centers, Inc., 388
Greenwich Street, 28th Floor, New York, New York, 10013 (the
"Assignor") and THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED
STATES, a New York corporation having an office at 787 Seventh
Avenue, New York, New York, 10019 (the "Assignee");
W I T N E S S E T H
WHEREAS, the Assignor is the owner of a parcel of land located
in Oakland County, Michigan described in Schedule 2 attached hereto
and made a part hereof (together with buildings, improvements and
personal property located thereon and all easements, rights of way,
appurtenances, strips, gores and land in the bed of streets
adjoining thereto, the "Center") which constitutes a portion of the
regional shopping center known as the Northland Shopping Center;
WHEREAS, Assignor and Assignee have entered into an Agreement
dated March 25, 1994, by which Assignee will acquire Assignor's
rights in the Center (the "Agreement");
WHEREAS, in connection with the transfer and conveyance of the
Center to Assignee: (a) Assignor desires to assign its entire
right, title and interest in and to the Leases described in
Schedule 1 attached hereto and made a part hereof (the "Leases"),
which Leases lease the premises described in Schedule 2 attached
hereto and made a part hereof to Assignee, and (b) Assignee desires
to accept such assignment and to assume and perform all of
Assignor's duties, obligations and liabilities under the Leases
arising from and after the date hereof.
NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged:
1. Assignor hereby assigns, conveys and sets over unto
Assignee its entire right, title and interest in, to and under the
Leases from and after the date hereof, subject to the terms and
conditions of the Leases.
2. Assignee hereby accepts the foregoing assignment and
assumes and agrees to perform all of the duties, obligations and
liabilities of Assignor under the Leases from and after the date
hereof, subject to any nonrecourse provisions contained therein and
subject to the limitations on such duties, obligations and
liability of Assignor as set forth therein, and Assignee further
agrees to not use or occupy the Center in any manner which would
constitute a violation of the terms of the Leases from and after
the date hereof. Assignee agrees to indemnify and hold harmless
Assignor and to defend against any claim, action, suit or
proceeding resulting or arising from any obligation of Assignee
under the Leases from and after the date hereof, and Assignor
agrees to indemnify and hold harmless Assignee and to defend
against any claim, action, suit or proceeding resulting or arising
from any obligation of Assignor under the Leases arising prior to
the date hereof. Notwithstanding the foregoing, the assumption and
indemnification by Assignee contained in this paragraph are
conditioned upon the following:
(a) Assignee's liability under the assumption and
indemnification by Assignee contained in this paragraph
shall be limited to Assignee's interest in the Center and
in the rent and income derived therefrom, and no other
assets of Assignee shall be subject to any action or
proceeding for the enforcement of such assumption and
indemnification;
(b) neither Assignee nor its officers, directors,
shareholders, agents, and/or affiliates shall, at any
time or times hereafter, have any personal liability on
account of or arising out of the assumption and
indemnification by Assignee contained in this paragraph;
(c) Assignee shall be released from all liability in
connection with the assumption and indemnification by
Assignee contained in this paragraph from and after a
sale of the Center provided that the purchaser of the
Center assumes in writing all of the obligations of the
Assignee under the Leases from and after the date of such
sale of the Center which assumption may be limited as set
forth herein; provided however that Assignee shall retain
all liability to Assignor in connection with the
assumption and indemnification by Assignee contained in
this paragraph from the date hereof through such sale of
the Center.
3. None of the obligations or liabilities under this
Assignment shall run to or be enforceable by any party other than
the parties hereto.
4. Assignee hereby acknowledges receipt of the security
deposits under the Leases set forth in Schedule 3.
5. Nothing contained in this Assignment is intended to
affect the duties, obligations, and liabilities of Assignor and
Assignee with respect to the Leases as set forth in the Agreement,
or the representations and warranties of Assignor in the Agreement.
6. If any provision of this Assignment shall conflict with
any provision of the Agreement, the provisions of the Agreement
shall govern.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
Signed, sealed and THE EQUITABLE LIFE ASSURANCE
delivered in the SOCIETY OF THE UNITED STATES
presence of us:
By: ___________________________
________________________ Name:
________________________ Title:
EQUITABLE REAL ESTATE SHOPPING
CENTERS L.P.
By: Midwest Centers, Inc.
General Partner
By: ___________________________
________________________ Name:
________________________ Title:
STATE OF _________ )
: ss.:
COUNTY OF ________ )
The foregoing instrument was acknowledged before me this _____
day of ________, 1994, by _________________, the __________________
of THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITES STATES, a New
York corporation, on behalf of the corporation.
______________________________
Notary Public
STATE OF _________ )
: ss.:
COUNTY OF ________ )
The foregoing instrument was acknowledged before me this _____
day of ________, 1994, by _________________, the __________________
of Midwest Centers, Inc., a general partner, on behalf of THE
EQUITABLE REAL ESTATE SHOPPING CENTERS L.P., a Delaware limited
partnership.
______________________________
Notary Public
EXHIBIT Y
Partnership Deed
This Indenture, Made this ______ day of _____________, 1994,
between Equitable Real Estate Shopping Centers L.P., a Delaware
limited partnership, (the "Partnership") having an office at c/o
Midwest Centers Inc., 388 Greenwich Street, 28th Floor, New York,
New York 10013, and The Equitable Life Assurance Society of the
United States, a New York corporation, ("Equitable") having an
office at 787 Seventh Avenue, New York, New York 10019.
WITNESSETH, That Partnership, for and in consideration of the
sum of Ten and 00/100 ($10.00) Dollars to it in hand paid by
Equitable, the receipt whereof is hereby confessed and
acknowledged, has granted, bargained, sold, remised, released,
aliened and confirmed, and by these presents does grant, bargain
sell, remise, alien and confirm unto Equitable, and to its
successors and assigns, forever, all those certain parcels of land,
situate, lying and being in the County of Oakland, State of
Michigan, known and described on the attached Exhibit A, together
with all and singular the hereditaments and appurtenances thereunto
belonging or in anywise appertaining, and the reversion or
reversions, remainder or remainders, rents, issues and profits
thereof; and all the estate, right, title, interest, claim or
demand whatsoever, of the said Partnership, either in Law or
Equity, of, in, and to the above bargained premises, with the said
hereditaments and appurtenances; to have and to hold the premises
as before described, with the appurtenances, unto said Equitable,
its successors and assigns, forever. And the said Partnership for
itself, its successors and assigns, does covenant, grant, bargain
and agree to and with the said Equitable, its successors and
assigns, that Partnership has not heretofore done, committed or
wittingly or willingly suffered to be done or committed any act,
matter, or thing whatsoever, whereby the premises hereby granted,
or any part thereof, is, or shall or may be charged or incumbered
in title, estate or otherwise howsoever except as set forth in
Exhibit B attached hereto and made a part hereof.
IN WITNESS WHEREOF, the Partnership has caused its name and
seal to be hereunto affixed this _____ day of ___________, 1994.
Signed, Sealed and EQUITABLE REAL ESTATE SHOPPING
Delivered in the CENTERS L.P., a Delaware limited
Presence of: partnership
_____________________ By: Midwest Centers Inc.,
formerly known as
Shearson ESC/GP Inc.,
general partner
_____________________ By: ___________________________
Its: _______________________
STATE OF _________ )
: ss.
COUNTY OF ________ )
The foregoing instrument was executed and acknowledged before
me this _____ day of ____________, 1994, by ____________________,
______________________ of Midwest Centers Inc., formerly known as
Shearson ESC/GP, Inc., general partner of Equitable Real Estate
Shopping Centers L.P, a Delaware limited partnership, on behalf of
the partnership.
_____________________________________
, Notary Public
___________ County, _________________
My commission expires: _____________
DRAFTED BY AND WHEN RECORDED RETURN TO:
Allen Schwartz, Esq.
Miller, Canfield, Paddock and Stone
150 West Jefferson, Suite 2500
Detroit, Michigan 48226
EXHIBIT CC
CC - Litigation Schedule
List of any actions, suits or proceedings pending, or
threatened in writing (whether by private or public or
quasi-public persons or bodies) before or by any
judicial, administrative or union body or arbitrator,
or any governmental authority, against or affecting the
Premises or Partnership's interest therein.<PAGE>
March 10, 1994
Open Liability cases at Northland Center as of March 10, 1994
NAME DATE OF INCIDENT
Leslye Richie March 17, 1993
Sandra Michaels July 17, 1993
Filah Almaki July 8, 1992
Carey Greenway July 4, 1991
Lillie Brown November 27, 1993
Geraldine Cole March 6, 1993
Ariadne James January 22, 1994
Velma Woods February 4, 1994
Myles Jefferson January 30, 1992
O'Weda Woods February 29, 1992
Dalephine Collins April 3, 1992
Litigation
Northland Center
Plaintiff Causes Date
Indemnified By Cinga Insurance Co.
Leslye Richie slip & fall 3/17/93
Sandra Michaels OUIL Arrest 7/17/93
Filah Almaki slip & fall 7/8/92
Carey Greenway exploded fireworks 7/4/91
Geraldine Cole slip & fall 3/6/93
Valerie Myles/Jefferson slip & fall 1/30/92
Dalephine Collins slip & fall 4/3/92
O'Weda Woods slip & fall 2/29/94
Mary Bonomo slip & fall 12/5/91
Marie Lunsford slip & fall 7/19/91
Threaten(Intent letters from Counsel)
Lillie Brown slip & fall 11/27/93
Ariadne James slip & fall 1/22/94
Velma Woods slip & fall 2/4/94
Patricia Ross slip & fall 4/28/91
Allison Adams slip & fall 1/1/492
Minnie Bell Thomas slip & fall 7/20/93
Elizabeth Davis slip & fall 8/3/94
DaWan Wallace slip & fall 3/22/94
Musicland
Amt. of Suit Insurance Co. Law Firm
(In excess of) Reserve Handling
10,000 4,100 Noeske, Tarnavsky and Blanco
10,000 15,000 Noeske, Tarnavsky and Blanco
10,000 0 Noeske, Tarnavsky and Blanco
10,000 40,000 Noeske, Tarnavsky and Blanco
10,000 16,500 Noeske, Tarnavsky and Blanco
10,000 50,000 Noeske, Tarnavsky and Blanco
10,000 20,000 Noeske, Tarnavsky and Blanco
10,000 85,000 Noeske, Tarnavsky and Blanco
10,000 15,000 Noeske, Tarnavsky and Blanco
10,000 0 Noeske, Tarnavsky and Blanco
6,000
7,500
20,000
0
0
14,500
0
12,500
April 8, 1994
Ms. Catherine O'Malley
General Manager
NORTHLAND CENTER
21500 Northwestern Hwy. (BC-2)
Southfield, Michigan 48075
Re: Case Updates
Dear Cathy:
Pursuant to your request, this letter contains a short update as
to the status of each case we are handling for Northland.
TIES FOR YOU
On November 2, 1993, I appeared in court and the tenant signed a
settlement agreement which provided for periodic payments to make up the
arrearage. The tenant made some of the payments, but not all of them. A
judgment of possession was entered on Monday, February 7, 1994. The judge
gave the tenant ten days to vacate the premises.
A new settlement agreement has been reached. We have recently
received a $4,000.00 payment pursuant to the settlement agreement. A copy
of the agreement has been forwarded to the tenant and will be signed
shortly.
RENDEZVOUS AND J. ALEXANDER
We had numerous collection actions against Rendezvous and J.
Alexander during the summary of 1993. I have been advised by you that
settlement agreements have been reached and that the lease has been
rewritten into another lease so that all deficiencies will be paid off.
Therefore, it does not appear that any collection action is necessary at
the present time.
MORROW'S NUT HOUSE
Lawsuits were brought for eviction and collection. A settlement
was reached with the tenant. The tenant made a number of payments on the
deficiency and then defaulted.
We then obtained a judgment of possession and a writ of restitution
and the tenant is now evicted from Northland.<PAGE>
April 8, 1994
Letter to C. O'Malley
PAGE 2
__________________________________________
In the circuit court lawsuit we obtained a judgment in the amount of
$442,318.97 against the tenant. The tenant filed a motion to set aside the
judgment which was denied by the court. Pursuant to your instructions, we
are setting up a creditor's examination to determine whether or not
Mr. Zhariya is collectable.
L.B. SHOES
A district court proceeding was instituted and the tenant was evicted
from the premises. A circuit court proceeding for past due and future rent
was filed. The tenant filed an answer to the complaint and counter-claim.
We are considering filing a motion for summary disposition in the near
future.
ANNA Z
An eviction proceeding was completed in the district court. A circuit
court proceeding for past due and future rent was instituted and a default
judgment was taken against the Defendant in the amount of $415,443.96.
We set up a creditor's examination of Oleg Finefter who is president of
Anna Z, Inc. From our creditor's examination, it became apparent that Anna Z,
Inc. was out of business and uncollectible.
We also attempted to determine whether the guarantor, Zag Imports, was
collectible. From what we were able to find, it did not appear that they were
collectible. Mr. Finefter testified that they had changed their name and the
assets were transferred to a new company. Based on this information, you have
instructed us to cease all collection efforts which we have done.
BEAUTY AND THE BEADS
We evicted the tenant and obtained a judgment. The tenant went
bankrupt and we filed a proof of claim in the bankruptcy. <PAGE>
April 8, 1994
Letter to C. O'Malley
PAGE 3
__________________________________________
Following the filing of the bankruptcy, we were instructed to hold off on any
future collection activities.
MANHATTAN COOKIES
We obtained a judgment against the Defendant. We met with Stephen
Crane
and reviewed all of the corporate records to determine whether Manhattan
Cookies was collectible. Based on our investigation, it appeared that the
company was uncollectible. Accordingly, pursuant to your instructions, we
have ceased all collection efforts.
BENJAMIN STEIN
We have been instructed to hold off on future collection and eviction
proceedings because there has been a settlement of this matter.
HOBO'S
We filed a district court proceeding for eviction and a circuit court
matter for collection of the rent. We have entered into a settlement with the
tenant. A copy of the settlement agreement has been forwarded to the tenant
for his signature. The tenant has given me a $15,000.00 official check to
apply to the rent obligation when the deal is consummated.
RETAIL STAR, d/b/a SUPER STARTS
We have begun district court and circuit court actions in this case.
Following the entry of a judgment of possession in the district court action,
a settlement was reached. We are in the process of preparing a settlement
agreement for signature by the tenant.
OXFORD STREET
We have begun circuit court and district court proceedings in this
matter. The lawsuits were in the process of being served when we were
notified by Kim Krebs that settlement had been<PAGE>
April 8, 1994
Letter to C. O'Malley
PAGE 4
__________________________________________
reached and accordingly, we have stopped all collection activities.
YOUNIQUE KIDS
We obtained a district court judgment of possession and filed a circuit
court lawsuit for past due and future rent. After the judgment of possession
had been entered, we were notified by Kim that Equitable had accepted a
settlement offer that was made by the tenant. Accordingly, at this point, we
are holding off on any further eviction or collection action.
SCOTT GREGORY
We filed a circuit court action to collect the rent. The tenant has
retained an attorney who will file an answer to the lawsuit within the next
week. We will review the answer to determine whether a motion for summary
disposition is appropriate.
KERBY'S CONEY ISLAND
We drafted a circuit court lawsuit and a demand for possession. We
were
instructed by Kim Krebs to hold off on collection until further notice.
Accordingly, at this time the matter is on hold.
Cathy, if you have any questions concerning any of these cases, please
feel free to call.
Best Regards,
BEIER HOWLETT
Mark W. Hafeli
MWH/kms
Note: In addition there are two (2) pending cases through
Donald J.Housey, Attorney at Law;
Accent Hair - Judgment of Possession granted on Landlord's Behalf,
tenant vacated center and we are presently attempting collection
thought guarantors: Heels, Inc. - Court ordered receivership on
second store owned by tenant-Borsetta; as of 3-15-94, $2,500.00 has
been received by center, in addition tenant attempted to file
bankruptcy however was found to be invalid.<PAGE>
April 27, 1994
Joan Berkowitz, Vice President
Lehman Brothers
Diversified Asset Group
American Express Tower C 29th Floor
New York, NY 10285
RE: NORTHLAND SHOPPING CENTER
This is an up-date of current losses valued as of February 19, 1994.
REPORTED CLAIMS
O = open
C = closed
STATUS CLAIMANT DESCRIPTION D/L
0 Leslye Richie Slip/Fall 3/17/93
0 Sandra Michaels False Arrest 7/17/93
0 Phil Almaki Slip/Fall 7/10/92
0 Carey Greenway Firecracker 7/04/91
0 Geraldine Cole Slip/Fall 3/04/92
0 Valerie Jefferson Slip/Fall 1/30/92
0 Dalephine Collins Slip/Fall 4/03/92
0 Woods Owada Slip/Fall 2/29/94
0 Mary Bonomo Slip/Fall 12/05/91
DEMANDS FROM ATTORNEYS
0 Lillie Brown Slip/Fall 11/27/91
0 Ariadne James Slip/Fall 1/23/94
0 V. Woods Slip/Fall 2/24/94
0 Patricia Ross Slip/Fall 4/28/91
0 Allison Adams Slip/Fall 1/14/92
0 Minnie Thomas Slip/Fall 6/20/93
0 Elizabeth Davis Slip/Fall 8/03/93
0 Wallace DaWan Slip/Fall 3/22/94
0 Maria Lunaford Slip/Fall 7/19/91
PAID OUTSTANDING INCURRED
167.37 $ 3,800 $ 3,667
- -0- 15,000 15,000
33.00 14,000 14,000
5,188.00 35,000 40,188
- -0- 5,000 5,000
- -0- 50,000 50,000
- -0- 20,000 20,000
- -0- 5,000 5,000
- -0- 15,000 15,000
- -0- 6,000 6,000
- -0- 5,000 5,000
NO ENTRY
- -0- 2,500 2,500
3,582.26 -0- 3,582.26
- -0- 13,208 13,208
NO ENTRY
- -0- 12,500 12,500
1,977.00 -0- 1,977
