UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 28, 1996
ANGELES INCOME PROPERTIES LTD. 6
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-16210 95-4106139
(State or other jurisdiction of(Commission (I.R.S. Employer
incorporation or organization)File Number) Identification
Number)
One Insignia Financial Plaza
Post Office Box 1089
Greenville, South Carolina 29602
(Address of Principal Executive Office)
Registrant's telephone number, including area code (864) 239-1000
Item 2. Acquisition or Disposition of Assets
Angeles Income Properties Ltd. 6 (the "Partnership"), a California limited
partnership, owns a 99% general partnership interest in both Cable Plant Joint
Venture ("CP") and CM Complex Joint Venture ("CMC"). On August 28, 1996, CP and
CMC sold their investment properties, which together were Hawthorne Works
Business Center located in Chicago, Illinois, to Greybeard Properties, LLC, an
unrelated third party. The purchase contract was assigned to LaSalle National
Trust, N.A., as Trustee under Trust Number 120414, for the beneficiary Hawthorne
Street Properties, LLC, also an unrelated third party. Angeles Realty
Corporation II (the "Registrant") believes that the sale of the property was in
the best interest of the Partnership. Total consideration was $9,150,000.
Item 7. Financial Statements and Exhibits
(c) See Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CABLE PLANT JOINT VENTURE
a California general partnership
By: ANGELES INCOME PROPERTIES LTD. 6
a California limited partnership,
its general partner
By: ANGELES REALTY CORPORATION II
a California corporation, its
sole general partner
By: /s/ Carroll D. Vinson
Carroll D. Vinson
President
By: /s/ Robert D. Long, Jr.
Robert D. Long, Jr.
Vice President/CAO
Dated:September 12, 1996
CM COMPLEX JOINT VENTURE
a California general partnership
By: ANGELES INCOME PROPERTIES LTD. 6
a California limited partnership,
its general partner
By: ANGELES REALTY CORPORATION II
a California corporation, its
sole general partner
By: /s/ Carroll D. Vinson
Carroll D. Vinson
President
By: /s/ Robert D. Long, Jr.
Robert D. Long, Jr.
Vice President/CAO
Dated:September 12, 1996
EXHIBIT INDEX
Exhibit
10.13 Contract to Purchase and Sell Property - Cable Plant and CM Complex of
Hawthorne Business Works - between CP and CMC and Greybeard Properties,
LLC, dated July 1, 1996.
10.14 Assignment and Assumption of Leases - Cable Plant and CM Complex of
Hawthorne Business Works - between CP and CMC and LaSalle National
Trust, as Trustee dated August 28, 1996.
10.15 Assignment and Assumption of Contracts - Cable Plant and CM Complex of
Hawthorne Business Works - between CP and CMC and Hawthorne Street
Properties, LLC, as agent of LaSalle National Trust, as Trustee dated
August 28, 1996.
10.16 Bill of Sale - Cable Plant and CM Complex of Hawthorne Business Works -
between CP and CMC and LaSalle National Trust, as Trustee dated August
28, 1996.
CONTRACT TO PURCHASE AND SELL PROPERTY
This Contract to Purchase and Sell Property ("Contract") is made and
entered into as of July 1, 1996, by and between CABLE PLANT JOINT VENTURE, a
California limited partnership ("Cable") and CM COMPLEX JOINT VENTURE, a
California limited partnership ("CM") (collectively, the "Seller"), and
GREYBEARD PROPERTIES, LLC, a Colorado limited liability company ("Purchaser").
Background
The Purchaser desires to purchase and the Seller desires to sell certain
real property pursuant to the terms of this Contract.
Statement of Agreement
For and in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1
Sale of the Property
Section 1.1 Property. For the consideration and upon and subject to the
terms, provisions and conditions of this Contract, Seller agrees to sell to
Purchaser, and Purchaser agrees to purchase from Seller, Seller's respective
rights, titles and interests in and to all of the following described property
(collectively, the "Property"):
(a) All of Seller's rights, titles and interests in and to that
certain tract or parcel of land (the "Cable Land") known as the Cable
Plant containing approximately 479,425+\- square feet situated on
approximately 18.47" acres, located in Chicago, Cook County, Illinois more
particularly described on Exhibit A-1 attached hereto and made a part
hereof for all purposes, together with all improvements, structures and
fixtures, if any, located on the Cable Land (the "Cable Improvements"), and
all rights, titles and interests of Seller appurtenant to the Cable Land
and Cable Improvements, including, without limitation, appurtenant
easements, adjacent roads, highways and rights-of-way;
(b) All of Seller's rights, titles and interests in and to that
certain tract or parcel of land (the "CM Land", referred to collectively
with the Cable Land as the "Land") known as the CM Complex containing
approximately 826,748+\- square feet situated on approximately 21.96+\-
acres, located in Chicago, Cook County, Illinois more particularly
described on Exhibit A-2 attached hereto and made a part hereof for
all purposes, together with all improvements, structures and fixtures, if
any, located on the CM Land (the "CM Improvements", referred to
collectively with the Cable Improvements as the "Improvements"), and all
rights, titles and interests of Seller appurtenant to the CM Land and
CM Improvements, including, without limitation, appurtenant easements,
adjacent roads, highways and rights-of-way;
(c) All of Seller's right, title and interest in and to personal
property described on Exhibit B attached hereto;
(d) All right, title and interest of Seller in and to all
governmental permits, licenses, certificates and authorizations, including,
without limitation, certificates of occupancy, relating to the
construction, use or operation of the Land or the Improvements, to the
extent the same are assignable;
(e) All right, title and interest of Seller in and to all site plans,
surveys, soil reports, architectural drawings, plans and specifications,
engineering, electrical and mechanical plans and studies, floor plans,
landscape plans, appraisals, feasibility studies, environmental studies and
other plans and studies of any kind, if existing and in Seller's possession
or control, that relate to the Land or the Improvements;
(f) All of Seller's right, title and interest under any leases or
other agreements demising space in or providing for the use or occupancy of
the Improvements or Land ("Tenant Leases"), and all unapplied deposits,
whether security or otherwise ("Deposits"), paid by tenants ("Tenants")
under the Tenant Leases;
(g) All of Seller's right, title and interest in and to all service
contracts, warranties, guaranties and bonds in effect at Closing relating
to the Land, the Improvements, to the extent the same are assignable and
provided Purchaser elects to keep the same in effect ("Contracts");
(h) All rights which Seller may have to use the names "Cable Plant"
and "CM Complex," and
(i) All other rights, privileges and appurtenances owned by Seller
and in any way relating to the above-described properties.
ARTICLE II
Purchase Price
Section 2.1 Purchase Price. The total Purchase Price ("Purchase Price") to
be paid by Purchaser to Seller for the Property shall be an amount equal to Nine
Million One Hundred Fifty Thousand Dollars ($9,150,000), plus or minus
prorations as hereinafter provided. The Purchase Price shall be payable at the
Closing (as defined below) as follows:
(a) Upon execution of this Contract by Seller and Purchaser, and upon
execution of the Heller Agreement (as defined in Section 7.1(d)), Purchaser
will deposit with Heller Financial, Inc. ("Heller") the amount of Two
Hundred Thousand Dollars ($200,000) cash, Current Funds (as defined below)
or other alternative acceptable to Heller as earnest money (the "Earnest
Money") into escrow as set forth in Section 3.1 to be held in accordance
with the terms of the Heller Agreement. As used in this Contract, the term
"Current Funds" shall mean wire transfers, certified funds or a cashier's
check in a form acceptable to Heller which would permit Heller to
immediately disburse such funds; and
(b) The balance of the Purchase Price shall be paid in accordance
with the provisions of the Heller Agreement.
ARTICLE III
Earnest Money Deposit
Section 3.1 Amount and Timing . Within five (5) business days after the
date this Contract is fully executed by both parties and delivered to each
party, and the Heller Agreement is executed by Purchaser and Heller (the
"Effective Date"), Purchaser shall deliver to Heller the Earnest Money Deposit,
to be held by Heller in escrow pursuant to the terms of the Heller Agreement to
be disposed of by Heller as is provided in this Contract. In the event Purchaser
fails to deposit the Earnest Money Deposit in escrow with Heller as herein
provided, this Contract shall automatically terminate, and neither Seller nor
Purchaser shall have any further obligations hereunder except that the
provisions of Sections 4.2, 5.1 and 11.1 of this Contract shall survive the
termination of this Contract. In the event Purchaser is entitled to a refund of
the Earnest Money Deposit, Purchaser agrees to pursue such refund solely from
Heller and Seller will have no liability for such Earnest Money Deposit.
Further, Purchaser will indemnify, defend and hold Seller harmless from any
failure or refusal of Heller to return the Earnest Money Deposit to Purchaser
Section 3.2 Application. If the purchase and sale contemplated
hereunder is consummated, then the Earnest Money Deposit shall be retained by
Heller at closing as part of the consideration to Heller for releasing its
existing encumbrances against the Property (the "Heller Encumbrances"), and
shall be applied against the Purchase Price. The Earnest Money Deposit shall be
disposed of by Heller as provided in this Contract and in accordance with the
terms of the Heller Agreement. The Earnest Money Deposit shall be refunded or
returned to Purchaser (i) in the event that this Contract is terminated without
fault on the part of Purchaser due to Purchaser's determination that the
Property is not satisfactory pursuant to its inspection as set forth in Section
5.1 hereof on or before the expiration of the Inspection Period; (ii) in the
event that this Contract is terminated without fault on the part of Purchaser in
accordance with the provisions of this Contract; (iii) if the Heller Agreement
is not consummated; or (iv) forfeited to Seller in the event that this Contract
is terminated by reason of Purchaser's default hereunder.
ARTICLE IV
Title and Survey
Section 4.1 Title Commitment. Not later than ten (10) days after the
Effective Date, Seller shall cause to be furnished to Purchaser, at Seller's
expense, subject to the limitations set forth in Section 8.4 hereof, a current
ALTA Commitment for Title Insurance ("Title Commitment") issued by a title
company reasonably acceptable to Purchaser (the "Title Company"). The Title
Commitment shall set forth the state of title to the Property, including a list
of conditions or exceptions to title affecting the Property that would appear in
an Owner's Policy of Title Insurance, if one were issued. The Title Commitment
shall contain the expressed commitment of the Title Company to issue the Title
Policy (as defined below) to Purchaser in the amount of the Purchase Price,
insuring the title to the Property specified in the Title Commitment. At such
time as the Title Commitment is furnished to Purchaser, the Title Company also
shall furnish to Purchaser copies of instruments or documents ("Exception
Documents") that create or evidence conditions or exceptions to title affecting
the Property, as described in the Title Commitment.
Section 4.2 Survey. Not later than ten (10) days after the Effective
Date, Purchaser shall obtain, at Seller's cost and expense, subject to the
limitations set forth in Section 8.4 hereof, a current survey of the Land and
Improvements ("Survey"). The Survey shall be prepared by a surveyor licensed by
the State of Illinois and certified to the Purchaser, the Title Company and such
other parties as Purchaser shall designate, to be in accordance with the
standards for Land Title Surveys of American Land Title Association and American
Congress on Surveying and Mapping (1986), and containing a surveyor's
certification of the number of gross and net square feet contained in the
Property, and which is otherwise acceptable to Purchaser.
Section 4.3 Review of Title and Survey. Purchaser shall have until
July 30, 1996 in which to notify Seller in writing of any objections Purchaser
has to any matters shown or referred to in the Title Commitment, the Exception
Documents, or on the Survey. Any title encumbrances, exceptions or other
matters which are set forth in the Title Commitment, the Exception Documents, or
on the Survey, and to which Purchaser does not object in writing within the
aforementioned period, shall be deemed to be permitted exceptions to the status
of Seller's title (such encumbrances, exceptions or other matters, together with
such other matters included pursuant to other provisions of this Agreement,
shall be referred to as the APermitted Exceptions").
Section 4.4 Objections to Status of Title and Survey. If Purchaser
objects to any item shown or referred to in the Title Commitment, Exception
Documents, or Survey within the time set forth in Section 4.3, Seller shall be
given a fifteen (15) day period to notify Purchaser whether or not Seller will
cure, prior to Closing and at Seller's option and sole discretion but without
any obligation to do so, any objection to the condition of title raised by
Purchaser. If Seller notifies Purchaser that it elects not to cure any such
objections, then Purchaser may, at its option exercisable in writing within
five (5) days following the date of receipt by Purchaser of written notice from
Seller stating that Seller is unable or unwilling to cure such objections,
either (a) accept such title as Seller can deliver, in which case all exceptions
to title set forth in the Title Commitment, Exception Documents and Survey which
relate to the objections which Seller has elected not to cure and which are not
removed shall be deemed to be Permitted Exceptions, or (b) terminate this
Contract by notice in writing to Seller in which event Heller shall return the
Earnest Money Deposit to Purchaser and neither party shall have any further
rights, duties or obligations hereunder, except as otherwise provided in
Sections 5.1 and 11.1 hereof. In the event Purchaser fails to notify Seller,
within such five (5) day period, that Purchaser has elected to proceed under
either subpart (a) or (b) of the immediately preceding sentence, Purchaser shall
be deemed to have elected to proceed under subpart (a), and this Contract shall
remain in full force and effect. If Seller notifies Purchaser that it elects to
cure any such objections but is unable to cure such objections by Closing or if
Seller fails to notify Purchaser of its intentions with respect to such
objections and fails to cure such objections by Closing, then Purchaser may, at
its option, either (x) accept such title as Seller can deliver in which case the
parties shall proceed with Closing provided that Purchaser shall have the
further right to deduct from the Purchase Price amounts secured by or
constituting unpermitted liens or encumbrances of a definite or ascertainable
dollar amount provided Seller does not so remove such liens or encumbrances or
provided that Purchaser shall have the further right to deduct from the Purchase
Price amounts secured by or constituting unpermitted liens or encumbrances of a
definite or ascertainable amount, and/or causing the Title Company to issue its
endorsement insuring against damage caused by such exceptions and deduct from
the Purchase Price the cost of the premiums and security provided for said
endorsement as the case may be, or (y) terminate this Contract by notice in
writing to Seller at Closing, in which event Heller shall return the Earnest
Money Deposit to Purchaser and neither party shall have any further rights,
duties or obligations hereunder except as otherwise provided in Sections 5.1 and
11.1 hereof. Purchaser"s exercise of the foregoing rights shall not be deemed a
waiver or release of any of its remedies, at law or in equity or pursuant to
this Contract, for default if said exceptions to title were caused or suffered
by or through Seller or any party claiming by, through or under Seller.
Section 4.5 Other Permitted Exceptions. The Permitted Exceptions shall
include those matters shown in the Title Commitment and the Survey which become
Permitted Exceptions pursuant to Sections 4.3 and 4.4 above and, in addition,
the following: (a) the Tenant Leases approved by Purchaser during the Inspection
Period; (b) taxes and assessments for the year in which the Closing occurs and
subsequent years; (c) liens and encumbrances arising after the date hereof to
which Purchaser consents in writing; and (d) any liens or encumbrances of a
definite or ascertainable amount, provided that subject to Purchaser's prior
approval which shall not be unreasonably withheld and shall be based on
marketability of title, Seller causes such liens or encumbrances to be insured
around so that such liens or encumbrances do not appear as an exception in the
Owner's Policy of Title Insurance issued to Purchaser pursuant to the Title
Commitment.
ARTICLE V
Inspection By Purchaser
Section 5.1 Inspection Period. Purchaser shall have a period of time
commencing on the date this Agreement is executed by all parties hereto and
expiring at 5:00 p.m., Chicago, Illinois time on July 30, 1996 (the "Inspection
Period") within which to examine the Property and to conduct its feasibility
study thereof. The Inspection Period shall commence on the day following
Effective Date. Seller agrees that, during the Inspection Period, Seller will
allow Purchaser and Purchaser's agents access to its consultants and the
Property during normal business hours to conduct soil and engineering, hazardous
waste, marketing, feasibility, zoning and other studies or tests and to
otherwise determine the feasibility of the Property for Purchaser's intended
use. Notwithstanding the foregoing, (a) the costs and expenses of Purchaser's
investigation shall be borne solely by Purchaser, (b) prior to the expiration of
the Inspection Period, Purchaser shall restore the Property to the condition
which existed prior to Purchaser's entry thereon and investigation thereof, (c)
Purchaser shall not interfere, interrupt or disrupt the operation of Seller's
business on the Property and, further, such access by Purchaser and/or its
agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the
event the transaction contemplated by this Contract does not close for any
reason, Purchaser shall deliver to Seller copies of all tests, reports and
inspections conducted by Purchaser with respect to the Property, (e) Purchaser
shall not permit any mechanic's or materialman's liens or any other liens to
attach to the Property by reason of the performance of any work or the purchase
of any materials by Purchaser or any other party in connection with any studies
or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give
written notice to Seller not less that twenty-four (24) hours prior to entry
onto the Property and shall permit Seller to have a representative present
during all investigations and inspections conducted with respect to the
Property, and (g) Purchaser shall take all reasonable actions and implement all
protections necessary to ensure that all actions taken in connection with the
investigations and inspections of the Property, and all equipment, materials and
substances generated, used or brought onto the Property pose no material threat
to the safety of persons or the environment and cause no damage to the Property
or other property of Seller or other persons. All information made available by
Seller to Purchaser in accordance with this Contract or obtained by Purchaser in
the course of its investigations shall be treated as confidential information by
Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser
shall prevent its agents and employees from divulging such information to any
third parties except as reasonably necessary to third parties engaged by
Purchaser for the limited purpose of analyzing and investigating such
information for the purpose of consummating the transaction contemplated by this
Contract, including Purchaser"s attorneys and representatives, prospective
lenders and engineers. Purchaser shall indemnify, defend and hold harmless
Seller and its general partner and each of their affiliates and their respective
affiliates' officers, directors, employees, agents and representatives from and
against any claims, liabilities, causes of action, damages, liens, losses,
fines, fees and expenses (including, without limitation, reasonable attorneys'
fees and expenses) incident to, resulting from or in any way arising out of any
of Purchaser's and its agents' and representatives' activities on the Property,
including, without limitation, any tests or inspections conducted by Purchaser
or its agents on the Property. The agreements contained in this Section 5.1
shall survive the Closing forever and shall not be merged therein and shall also
survive any termination of this Contract.
Section 5.2 Approval of Inspections. If Purchaser determines at any
time prior to the expiration of the Inspection Period that the Property is not
satisfactory to Purchaser, then Purchaser may terminate this Contract by
delivery of written notice to Seller within such Inspection Period given in
accordance with the provisions of Section 13.1 hereof, in which event Heller
shall return the Earnest Money Deposit to Purchaser and neither party shall have
any further rights or liabilities hereunder, except as provided in Sections 5.1
and 11.1 hereof. If Purchaser does not timely deliver to Seller written notice
of termination within such Inspection Period, the conditions of this Section 5.2
shall be deemed satisfied, and Purchaser may not thereafter terminate this
Contract pursuant to this Section 5.2.
Section 5.3 Matters to be Delivered by Seller. No later than ten (10)
days from the Effective Date, Seller shall deliver to Purchaser the following
items (collectively, the ASubmission Matters"):
(a) A certified current rent roll and an aged delinquency report for
the Property, in form satisfactory to Purchaser;
(b) A copy of the form used for Tenant Leases with respect to the
Property;
(c) Copies of all existing Tenant Leases.
(d) Copies of any and all service, maintenance, leasing, brokerage,
commission, management or other contracts in Seller's possession relating
to the ownership and operation of the Property;
(e) Complete copies of any and all warranties and guarantees in
Seller's possession relating to the Property, or any part thereof;
(f) Copies of all plans and specifications in Seller's possession
with respect to the Property and copies of all licenses and permits in
Seller's possession with respect to the ownership and operation of the
Property, including building permits and certificates of occupancy;
(g) A certificate of fire, hazard, extended coverage, liability and
other insurance policies held by Seller with respect to the Property;
(h) Copies of the most recent real estate tax statements and notices
of valuation received by Seller with respect to the Property;
(i) Copies of the following which are in Seller's possession and
control: certificate of occupancy and other government licenses and
permits; soil, engineering and environmental plan, studies and reports;
insurance policies, plans and specifications of Improvements, studies and
reports on life safety and sprinkler issues and building code or government
compliance issues, list of employees, personal property inventory, year-to-
date actual financial reports, appraisals, 10-k reports for the last two
(2) years and authorization letters to the utility companies to release
information to Purchaser for the last two (2) years, 1996 budget and
assumptions, and any other information reasonably requested by Purchaser;
and
(j) Such other documents and information relating to the Property as
Purchaser may reasonably request.
ARTICLE VI
Representations and Warranties; Disclaimers and Waivers
Section 6.1 Representations and Warranties of Purchaser. Purchaser and
each of the persons executing this Contract on its behalf represent and warrant
to Seller as of the date hereof and as of the Closing Date as follows (which
representations and warranties shall survive the Closing): (a) Purchaser is a
limited liability company which is duly authorized and validly existing under
the laws of the State of Colorado; (b) Purchaser has full right and authority to
enter into this Contract and to consummate the transactions contemplated herein;
(c) each of the persons executing this Contract on behalf of Purchaser is
authorized to do so; and (d) this Contract constitutes a valid and legally
binding obligation of Purchaser, enforceable in accordance with its terms.
Section 6.2 Representations and Warranties of Seller. Seller hereby
represents and warrants to Purchaser on and as of the date hereof and on and as
of the Closing Date, and all of the following representations and warranties
shall be deemed remade as of the Closing Date as follows:
(a) Seller is two (2) duly organized and validly existing limited
partnerships under the laws of the State of California and is duly
qualified and authorized to conduct business in the State of Illinois.
Seller has full power and authority to conduct its business as presently
conducted, to own the Land and to enter into this Contract, and to perform
all of its duties and obligations under this Contract, to deliver title to
the Property; such execution and performance have been duly authorized by
all necessary approval. The individuals signing this Contract and all
other documents executed or to be executed pursuant hereto, are and shall
be duly authorized to sign the same on Seller's behalf and to bind Seller
thereto;
(b) This Contract and any other documents and instruments required to
be executed and delivered by Seller, in connection with this Contract, will
constitute the duly authorized, valid and legally binding obligations of
the party required to execute the same and will be enforceable strictly in
accordance with their respective terms (except to the extent that
enforceability may be affected or limited by applicable bankruptcy,
insolvency and other similar debtor relief laws affecting the enforcement
of creditor's rights generally); enforcement of this Contract is subject to
no defenses of any kind, and the transaction contemplated by this Contract
will not result in a breach of or constitute a default or permit
acceleration of maturity under any indenture, mortgage, deed of trust, loan
agreement or other agreement to which Seller or the Property is subject or
by which Seller or the Property is bound;
(c) To Seller's knowledge without duty of inquiry, no condition,
circumstance, event, agreement, document, instrument, restriction,
litigation or proceeding (or threatened litigation or proceeding or basis
therefor) exists which could adversely affect the ability of Seller to
convey title to the Property, which could materially adversely affect the
ability of Seller to perform its obligations under this Contract, which
would constitute a default under this Contract, or which would constitute
such a default with the giving of notice or upon the passage of time or
both;
(d) Seller is not a "foreign person" within the meaning of Sections
1445 and 7701 of the Internal Revenue Code of 1986, as amended (the ACode")
(i.e., Seller is not a non-resident foreign corporation, foreign
partnership, foreign trust or foreign estate as those terms are defined in
the Code and Regulations promulgated thereunder); and
(e) To the best of Seller's knowledge without duty of inquiry, there
are no facilities on the Property which are subject to reporting under
Section 312 of the Federal Emergency Planning and Community Right-to-Know
Act of 1986 (42 U.S.C. Section 11022), and federal regulations promulgated
thereunder. To the best of Seller's knowledge, the Property does not
contain any underground storage tanks. In addition, Seller covenants that
it shall comply in all respects with the Illinois Responsible Property
Transfer Act ("RPTA").
(f) To the best of Seller's knowledge, Seller owns, or as of the
Closing Date shall own, fee simple title to the Property free and clear of
liens, encumbrances, options and restrictions of every kind and
description, except the Permitted Exceptions.
(g) To the best of Seller's knowledge, Seller represents and warrants
that it does not own any Personal Property used in connection with the
Property except as described on Exhibit B hereto.
(h) To the best of Seller's knowledge, except for Seller and the
Tenants pursuant to the Tenant Leases, there are no persons in possession
or occupancy of the Property or any part thereof, nor are there any persons
who have possessory rights in respect to the Property or any part thereof.
(i) To the best of Seller's knowledge, there is no existing, pending,
contemplated, threatened or anticipated (i) condemnation of any part of the
Property, (ii) widening, change of grade or limitation on use of streets
abutting the Property, (iii) special tax or assessment to be levied against
the Property, (iv) change in the zoning classification of the Property, or
(v) change in the tax assessment of the Property.
Section 6.3 No additional representations or warranties of Seller.
Purchaser acknowledges and agrees that, except as expressly specified in this
Contract or the special warranty deed to be delivered at Closing, or any other
document to be delivered to Purchaser at Closing, Seller has not made, and
Seller hereby specifically disclaims, any warranty, guaranty or representation,
oral or written, past, present or future, of, as to, or concerning, (a) the
nature and condition of the Property, including, without limitation, the water,
soil and geology, and the suitability thereof and of the Property for any and
all activities and uses which Purchaser may elect to conduct thereon; (b) the
existence, nature and extent of any right-of-way, lease, right to possession or
use, lien, encumbrance, license, reservation, condition or other matter
affecting title to the Property; and (c) whether the use or operation of the
Property complies with any and all laws, ordinances or regulations of any
government or other regulatory body. Purchaser agrees to accept the Property
and acknowledges that the sale of the Property as provided for herein is made by
Seller, on an "as is, where is, and with all faults" basis. Purchaser expressly
acknowledges that except as otherwise expressly specified herein and except for
any warranty of title contained in the special warranty deed to be delivered by
Seller to Purchaser at closing, or any other document to be delivered to
Purchaser at Closing, Seller makes no representation or warranty of any kind,
oral or written, express or implied, or arising by operation of law, with
respect to the Property, including, but not limited to, any warranties or
representations as to habitability, merchantability, fitness for a particular
purpose, title (other than Seller's warranty of title to be set forth in the
special warranty deed), zoning, tax consequences, physical or environmental
condition, utilities, operating history or projections, valuation, governmental
approvals, the compliance of the premises with governmental laws, the truth,
accuracy or completeness of any information (including, without limitation, the
submission matters) provided by or on behalf of Seller to Purchaser, or any
other matter or thing regarding the Property. Purchaser acknowledges that
except as expressly specified in this Contract or in any written instrument
delivered by Seller to Purchaser, Seller makes no representation or warranty of
any kind, oral or written, express or implied, or arising by operation of law
regarding or with respect to any such information (including, without
limitation, the submission matters) provided or to be provided by Seller
regarding the Property.
Further, and without in any way limiting any other provision of this
Contract and except as otherwise specifically provided in this Contract, or any
other document to be delivered to Purchaser at Closing, Seller has made and
makes no representation, warranty or guaranty, and hereby specifically disclaims
any warranty, guaranty or representation, oral or written, past, present or
future, with respect to the presence or disposal on or beneath the Property (or
any parcel in proximity thereto) of hazardous substances or materials which are
categorized as hazardous or toxic under any local, state or federal law,
statute, ordinance, rule or regulation pertaining to environmental or substance
regulation, contamination, cleanup or disclosure (including, without limitation,
asbestos) and shall have no liability to Purchaser therefor. Without limitation
of the preceding sentence, Seller specifically disclaims any representation,
warranty or guaranty regarding the accuracy of any environmental reports which
may be included within the submission matters. By acceptance of this Contract
and the special warranty deed to be delivered by Seller at the closing, or any
other document to be delivered to Purchaser at Closing. Purchaser acknowledges
that Purchaser's opportunity for inspection and investigation of the Property
(and other parcels in proximity thereto) will be adequate to enable Purchaser to
make Purchaser's own determination with respect to the presence or disposal on
or beneath the Property (and other parcels in proximity thereto) of such
hazardous substances or materials, and Purchaser accepts the risk of the
presence or disposal of any such substances or materials.
Section 6.4 No Reliance on Documents. Except as expressly stated
herein, Seller makes no representation or warranty as to the truth, accuracy or
completeness of any materials, data or information (including, without
limitation, the Submission Matters) delivered by Seller, or its general partner
or their respective affiliates or representatives to Purchaser in connection
with the transaction contemplated hereby; however Seller states that to its
knowledge without inquiry, any information furnished is true and complete.
Section 6.5 Effect and Survival of Representations and Warranties.
Notwithstanding any provision herein to the contrary, the representations and
warranties contained in this Contract shall survive Closing; provided, however,
(a) any claim must be based on a breach of a material representation or
warranty; (b) written notice of such claim must be delivered to Seller or
Purchaser within one (1) year from the date of this Contract; and (c) the
maximum amount of damages that Purchaser or Seller may recover shall not exceed
$50,000.
ARTICLE VII
Conditions Precedent to Purchaser's and
Seller's Performance
Section 7.1 Conditions to Purchaser's Obligations. Purchaser's
obligation under this Agreement to purchase the Property is subject to the
fulfillment of each of the following conditions (any or all of which may be
waived by Purchaser):
(a) Seller shall be ready, willing and able to deliver title to the
Property in accordance with the terms and conditions of this Contract;
(b) The representations and warranties of Seller contained herein
shall be true, accurate and correct as of the Closing Date;
(c) Seller shall have delivered all the documents and other items
required pursuant to Section 8.2(a), and shall have performed, in all
material respects, all other covenants, undertakings and obligations, and
complied with all conditions required by this Contract to be performed or
complied with by the Seller at or prior to the Closing;
(d) Purchaser shall have entered into an agreement with Heller (the
"Heller Agreement"), pursuant to which Heller agrees to release the Heller
Encumbrances upon the purchase of the Property by Purchaser in accordance
with this Contract, and Heller and Purchase shall have performed their
obligations under the Heller Agreement simultaneously with the Closing
hereunder. In this regard, it is understood and agreed that, since the
Heller Encumbrances will not constitute Permitted Exceptions, the Closing
hereunder cannot take place unless closing under the Heller Agreement takes
place simultaneously. Accordingly, closing under the Heller Agreement
shall be a condition to Purchaser's obligation to close hereunder; and
(e) Seller shall have delivered to Purchaser, not less than ten (10)
days prior to Closing, tenant estoppel certificates, in form and substance
satisfactory to Purchaser, executed by the five (5) largest tenants
excluding UDS, and by tenants occupying not less than ninety percent (90%)
of the remaining space that is presently subject to effective leases,
excluding, however, the space presently occupied by UDS (the "Tenant
Estoppels").
Section 7.2 Conditions to Seller's Obligations. Seller's obligation
under this Agreement to sell the Property to Purchaser is subject to the
fulfillment of each of the following conditions (all or any of which may be
waived by Seller):
(a) The representations and warranties of Purchaser contained herein
shall be true, accurate and correct as of the Closing Date;
(b) Purchaser shall have delivered the funds required hereunder and
all the documents to be executed by Purchaser set forth in Section 8.2(b)
and shall have performed, in all material respects, all other covenants,
undertakings and obligations, and complied with all conditions required by
this Contract to be performed or complied with by Purchaser at or prior to
Closing; and
(c) The Closing under the Heller Agreement shall simultaneously take
place.
ARTICLE VIII
Closing/Escrows
Section 8.1 Time and Place. The consummation of the purchase and sale
of the Property ("Closing") shall take place at the office of the Title Company
no later than August 30, 1996 or at such earlier date and time as Purchaser and
Seller may mutually agree in writing ("Closing Date").
Section 8.2 Escrows.
(a) Prior to the Closing Date, the parties, through their respective
attorneys, shall establish an escrow (the "Closing Escrow") with the Title
Company as escrowee ("Escrowee") through which the transaction contemplated
by this Contract shall be closed. The escrow instructions shall be in the
form customarily used by the Escrowee with such special provisions added
thereto as may be required to conform to the provisions of this Contract.
Said escrow shall be auxiliary to this Contract, and this Contract shall
not be merged into or in any manner superseded by said escrow. This
transaction shall be closed with the concurrent delivery of the documents
of title, delivery of the title policy and the payment of the Purchase
Price. The Seller shall provide for any Agap" undertaking to the Title
Company as necessary for such closing. The escrow costs and fees
(including the costs of the "New York Style" closing) shall be equally
divided between Purchaser and Seller. The Escrowee shall file, unless
otherwise directed by Purchaser, with the Internal Revenue Service the
information return (Form 1099B) required by Section 6045(e) of the Internal
Revenue Code and any regulations issued pursuant thereto. Seller shall be
responsible to give to the Escrowee such information of Seller that the
Escrowee needs in order to complete such form.
(b) Upon execution of this Agreement and the Heller Agreement, the
Earnest Money Deposit shall be deposited by Purchaser with Heller. At any
time prior to the expiration of the Inspection Period, the Purchaser shall
have the right to unilaterally direct Heller, as escrowee, to return the
Earnest Money Deposit to Purchaser in the event that Purchaser has elected
to terminate this Contract.
Section 8.3 Items to be Delivered at the Closing.
(a) Seller. At the Closing, Seller shall deliver, or cause to be
delivered, to the Closing Escrow each of the following items:
(i) A standard form ALTA Owner's Policy of Title Insurance
dated no earlier than the date of the filing of the deed described in
Section 8.2(a)(ii) hereof, issued by the Title Company, and insuring
Purchaser's title in the amount of the Purchase Price, subject only to
the Permitted Exceptions and conforming to the requirement of Article
IV hereof (ATitle Policy").
(ii) Two (2) Special Warranty Deeds duly executed and
acknowledged by Seller in the form attached hereto as Exhibit C-1 and
Exhibit C-2 and made a part hereof for all purposes sufficient to
convey to Purchaser good title to the Property free and clear of all
liens and encumbrances except for the Permitted Exceptions.
(iii) One or more Bills of Sale duly executed and
acknowledged by Seller sufficient to convey to Purchaser all of
Seller's title to the Personal Property in "as-is" --
"where-is" condition, free and clear of all liens and encumbrances.
(iv) An Assignment and Assumption of Leases ("Assignment of
Leases") duly executed and acknowledged by Seller in the form attached
hereto as Exhibit D and made a part hereof for all purposes, including
consents of tenants if required by the Tenant Leases.
(v) All keys and master keys to all locks located on the
Property that are in Seller's possession.
(vi) All original Tenant Leases that are in Seller's
possession (or in absence thereof, copies thereof, certified by Seller
as true, correct and complete copies of such originals) together with
letters addressed to the Tenants of the Property ("Notice Letters") in
the form attached hereto as Exhibit E and made a part hereof for all
purposes, or in such other form as may be mutually agreed upon by
Seller and Purchaser together with evidence of Tenants' insurance
coverage as required by the Tenant Leases.
(vii) All original contracts that are in Seller's possession.
(viii) A Non-Foreign Affidavit in the form attached hereto as
Exhibit F and made a part hereof for all purposes.
(ix) All amounts owing to Purchaser by Seller under Article IX
hereof.
(x) Evidence reasonably satisfactory to Purchaser and the
Title Company that the person or persons executing this Contract and
the closing documents on behalf of Seller have full right, power and
authority to do so.
(xi) A rent roll prepared with respect to the Property in the
form normally prepared by Seller which shall be certified, to
Seller's knowledge, as being true and correct in all material respects
as of Closing.
(xii) Other items reasonably requested by the Title Company or
Purchaser for the sale of the Property in accordance with this
Contract or for administrative requirements for consummating the
Closing.
(xiii) All real estate transfer declaration forms as required by
the City of Chicago, the County of Cook and the State of Illinois.
(xiv) Seller's certificate dated as of the Closing Date
confirming that the representations and warranties of Seller contained
herein are true and correct as of the Closing Date.
(xv) An ALTA Statement in form required by the Title Insurer.
(xvi) An assignment to Purchaser or its nominee assigning all
of Seller's right, title and interest in and to any all contractors'
warranties or equipment warranties acquired in connection with the
Property or right to receive insurance proceeds, if any.
(xvii) Affidavit of Title and "GAP" undertaking.
(xviii)RPTA Disclosure Document or affidavit regarding non-
applicability.
(xix) 902(d) affidavit regarding non-applicability or
certificate in compliance with State of Illinois Department Revenue
requirements.
(xx) Termination of contracts if required by Purchaser.
(xxi) The original Tenant Estoppels, to the extent the same
have not previously been delivered to Purchaser.
(a) Purchaser. At the Closing, Purchaser shall deliver to the
Closing Escrow each of the following items:
(i) The cash portion of the Purchase Price in Current Funds.
(ii) The Assignment of Leases, duly executed and acknowledged by
Purchaser.
(iii) Such additional funds in cash or Current Funds, as may be
necessary to cover Purchaser's share of the closing costs and
prorations hereunder and to pay all amounts due to Seller with respect
to escrow, reserve and similar accounts as provided in Section 2.1(b)
hereof.
(iv) Evidence satisfactory to Seller and the Title Company that
the person or persons executing this Contract and the closing
documents on behalf of Purchaser have full right, power and authority
to do so.
(v) The Notice Letters duly executed by Purchaser.
(vi) Other items reasonably requested by the Title Company or
Seller for the sale of the Property in accordance with this Contract
or for administrative requirements for consummating the Closing.
(vii) All real estate transfer declaration forms as required by
the City of Chicago, the County of Cook and the State of Illinois.
Section 8.4 Costs of Closing. Seller shall pay one-half of all
escrow fees of the Title Company, all transfer taxes payable to the State of
Illinois, Cook County and any other governmental entity, and all costs relating
to the Title Policy and Survey. Purchaser shall pay one-half of all escrow fees
of the Title Company and all recording costs, documentary stamp taxes, deed
taxes, mortgage taxes. All other expenses incurred by Seller and Purchaser
with respect to the Closing, including, but not limited to, the attorneys' fees
and costs and expenses incurred in connection with negotiating, preparing and
closing the transaction contemplated by this Contract, shall be borne and paid
exclusively by the party incurring such expense.
Section 8.5 Prorations. All normal and customarily proratable
items, including, without limitation, rents and real estate taxes and
assessments, and payments relating to any agreements affecting the Property
which survive the Closing, shall be prorated as of, and including, the Closing
Date, Seller being charged and credited for all of same attributable to the
period up to, but not including, the Closing Date (and credited for any amounts
paid by Seller attributable to the period from and after Closing) and Purchaser
being responsible for, and credited or charged, as the case may be, for all of
same attributable to the period on and after the Closing Date. All unapplied
Deposits under Tenant Leases in the possession of Seller, if any, shall be
transferred by Seller to Purchaser at the Closing or there shall be a credit to
the Purchase Price at closing.
Purchaser shall timely discharge all obligations with respect to accrued
expenses, prepaid income and security deposits for which it receives proration
credit. Seller covenants and agrees, subsequent to the Closing Date, to
immediately tender to Purchaser any and all rent, expense reimbursement or other
revenue (excluding delinquent rent for the period prior to the Closing Date)
received by Seller from any Tenant.
Seller shall pay or cause to be paid general and special real estate taxes
and assessments assessed against the Property for all calendar years prior to
the calendar year in which closing occurs. General and special real estate
taxes and assessments assessed against the Property for the calendar year in
which closing occurs and other state or city taxes, fees, charges and
assessments affecting the Property shall be prorated based upon actual days
involved as of the Closing Date of the Property on the basis of the latest rate
applied to the latest assessed valuation and such prorations shall be final.
Section 8.6 Possession and Closing. Sole and exclusive possession
of the Property shall be delivered to Purchaser by Seller at the Closing,
subject to the Permitted Exceptions and the rights of the Tenants. Purchaser
shall make its own arrangements for the provision of public utilities to the
Property and Seller shall terminate its Contracts with such utility companies
that provide services to the Property as of the end of business on the Closing
Date. The parties shall work together cooperatively, both before and after
Closing, to facilitate an orderly changeover of utility and other services.
Section 8.7 Delinquent Rent. If on the Closing Date any Tenant is
in arrears in the payment of any rent under any Tenant Lease (the "Delinquent
Rent") payable by it, any Delinquent Rent received by Purchaser and Seller from
such Tenant after the Closing shall be paid to Purchaser.
Section 8.8 Leasing Commissions and Employees. On the Closing
Date, Seller shall provide evidence reasonably satisfactory to Purchaser that
all fees and expenses for all prior or current leasing agent(s) have been paid
in full through and including the Closing Date. Seller represents and warrants
that no unpaid leasing fee or commission is due any party in connection with the
Tenant Leases. Seller shall indemnify, defend and hold Purchaser harmless from
and against damages, liabilities, costs, and expenses (including reasonable
attorney's fees) arising from any claim by any broker for a leasing fee or
commission claimed pursuant to a written agreement with Seller.
Section 8.9 Insurance Proceeds. Seller shall cause Heller to
deliver the insurance proceeds received as a result of the fire at the Cable
Plant to Purchaser at closing. Seller shall also assign to Purchaser all other
rights to receive insurance proceeds relating to casualties or damage at the
Property. Purchaser shall accept the property in as-is condition.
ARTICLE IX
Condemnation or Casualty
Section 9.1 Condemnation.
(a) If, subsequent to the date hereof and prior to the Closing Date,
any proceeding -- judicial, administrative or otherwise -- which shall
relate to the proposed taking of any Substantial Portion (as hereinafter
defined) of the Property by condemnation or eminent domain or any action in
the nature of eminent domain, or the taking or closing of any material
right of access to the Property, is instituted or commenced, Purchaser
shall have the right and option to terminate its obligations under this
Contract by giving Seller written notice to such effect within fifteen (15)
days after actual receipt of written notification of any such occurrence or
occurrences. Failure to give such notice within such time shall be
conclusive evidence that Purchaser has waived the option to terminate by
reason of the occurrence or occurrences of which it has received notice.
Seller agrees to furnish Purchaser written notification with respect to any
such proceedings as soon as possible after Seller's receipt of any such
notification or learning of the institution of such proceedings. Should
Purchaser elect to so terminate its obligations under this Contract,
thereupon the parties hereto shall be released from any and all further
obligations under this Contract. If the Closing Date is less than fifteen
(15) days following the last day on which either party is entitled to elect
to terminate its obligations under this Contract, except for return of
Earnest Money, then the Closing shall be delayed until such party makes
such election. Notwithstanding the foregoing, if such proceeding by way of
condemnation or eminent domain shall be Ainsubstantial," Purchaser shall
not have the right to terminate its obligation under this Contract but
shall be credited with or assigned all Seller's right to any proceeds
therefrom.
(b) In the event that less than a Substantial Portion of the Property
is condemned, taken by eminent domain, conveyed by deed in lieu thereof or
is the subject of a condemnation proceeding, neither party shall have the
right to terminate this Contract, but Seller shall deliver to Purchaser at
Closing any proceeds actually received by Seller attributable to the
Property from such condemnation or eminent domain proceeding or deed in
lieu thereof, or assign its interest in and to such proceeds to Purchaser,
and there shall be no reduction of the Purchase Price.
Section 9.2 Casualty.
(a) If, subsequent to the date hereof and prior to the Closing Date,
all or a Substantial Portion (as hereinafter defined) of the Property shall
be destroyed or damaged by one or more incidents of vandalism, fire and/or
other casualty, whether or not covered by insurance, Seller shall give
Purchaser notice of such occurrence as soon as possible and Purchaser
within fifteen (15) days after receipt of such notice, may elect to (a)
terminate its obligations under this Contract, in which event all
obligations of the parties under this Contract shall cease and shall have
no further force and effect, or (b) close the transaction contemplated
under this Contract as scheduled (except that if the Closing Date is less
than fifteen (15) days following Purchaser's receipt of such notice, the
Closing shall be delayed until Purchaser makes such election), in which
event Purchaser shall have the right to participate in the adjustment and
settlement of any insurance claim relating to said damage, and Seller shall
assign and/or pay to Purchaser at the Closing all insurance proceeds (and
other related chooses in action if any) collected or claimed with respect
to said loss or damage plus any deductible or self-insured amount. For
purposes of Sections 9.1 and 9.2 hereof, ASubstantial Portion" of the
Property shall be deemed to be any portion of the Property with either a
fair market value or replacement cost in an amount equal to or greater than
$250,000.
(b) If Purchaser does not terminate this Contract as aforesaid, then
both parties shall proceed to close the transaction contemplated herein
pursuant to the terms hereof, in which event Seller shall, deliver to
Purchaser at the Closing any insurance proceeds actually received by Seller
attributable to the Property from such casualty (except for proceeds
previously used to repair the Property) and assign to Purchaser all of
Seller's right, title and interest in and to any claims which Seller may
have under the insurance policies covering the Property, and there shall be
no reduction in the Purchase Price except a reduction in an amount equal to
any deductible or self-insured amount.
ARTICLE X
Defaults and Remedies
Section 10.1 Default by Purchaser. If Seller shall not be in
default hereunder and Purchaser refuses or fails to consummate the Closing under
this Contract for reasons other than as expressly permitted in this Contract or
other than due to a failure of a condition precedent to Purchaser's obligation
to close as set forth in Section 7.1 hereof, Seller may terminate this Contract
in which event neither party shall have any further rights, duties, or
obligations hereunder except as provided in Sections 5.1 and 11.1 hereof, and
Seller shall, as its sole and exclusive remedy, be entitled (subject to Heller's
rights under the Heller Agreement) to receive or retain the Earnest Money
Deposit as liquidated damages (Seller and Purchaser hereby acknowledging that
the amount of damages in the event of Purchaser's default is difficult or
impossible to ascertain but that such amount is a fair estimate of such damage).
Notwithstanding anything contained in this Section to the contrary, in the event
of any other default by Purchaser under this Contract, including, without
limitation, breach of any covenant, representation or indemnity, which survives
the Closing or termination of this Contract, Seller shall have any and all
rights and remedies available at law or in equity by reason of such default,
subject to the limitations set forth in Section 6.5 hereof.
Section 10.2 Default by Seller. If Purchaser shall not be in
default hereunder and if Seller refuses or fails to consummate the Closing under
this Contract other than due to a termination permitted hereunder or a failure
of a condition precedent to Seller's obligation to close as set forth in Section
7.2 hereof, Purchaser shall have the right at its sole option to either (a)
terminate this Contract in which event neither party shall have any further
rights, duties or obligations hereunder except as provided in Sections 5.1 and
11.1 hereof, and Purchaser shall be entitled to a refund of the Earnest Money
Deposit, or (b) to pursue and enforce all of its rights and remedies under this
Contract and at law or in equity, including, but not limited to, the right to
enforce specific performance of this Contract against Seller and/or seek
recovery of damages. In no event, however, shall Seller be liable to Purchaser
for any damages exceeding $250,000, nor shall Seller be liable to Purchaser for
speculative damages or damages for loss of opportunity or lost profit.
Notwithstanding anything contained in this Section to the contrary, in the event
of any other default by Seller under this Contract, including, without
limitation, breach of any covenant, representation or indemnity, which survives
the Closing or termination of this Contract, Purchaser shall have any and all
rights and remedies available at law or in equity by reason of such default,
subject to the limitations set forth in Section 6.5 hereof. In no event shall
Seller be liable to Purchaser for any damages for breach of Section 8.3(a)(xx)
provided Seller has used its best efforts to obtain such estoppel certificates
and Purchaser's sole remedy shall be to terminate this Contract and receive a
refund of the Earnest Money Deposit.
Section 10.3 Attorneys' Fees. If it shall be necessary for
either Purchaser or Seller to employ an attorney to enforce its rights pursuant
to this Contract, the non-prevailing party shall reimburse the prevailing party
for its reasonable attorneys' fees.
ARTICLE XI
Brokerage Commissions
Section 11.1 Brokerage Commission. Seller and Purchaser
represent each to the other that each has had no dealings with any broker,
finder or other party concerning the purchase of the Property except CB
Commercial Real Estate Group, Inc. ("Broker"). Seller hereby agrees to pay at
Closing commissions due to Broker arising out of any agreement executed by
Seller; provided, however, that Seller's obligation to pay, and Broker's right
to receive, this commission or any other amount with respect to this Contract or
the Property is expressly conditioned upon Closing the sale of the Property and
Seller's receipt of the Purchase Price. Broker shall have no right to receive
this commission or any other amount with respect to this Contract or the
Property unless and until Closing shall be final and fully consummated and
Seller shall have received the Purchase Price as provided in this Contract.
Seller agrees to indemnify Purchaser and hold Purchaser harmless from any loss,
liability, damage, claim, cause of action, fine, fee, lien, cost or expense
(including, without limitation, reasonable attorneys' fees and expenses) arising
out of or paid or incurred by Purchaser by reason of any claim to any broker's,
finder's or other fee in connection with this transaction by any party claiming
by, through or under Seller (including, without limitation, CB Commercial Real
Estate Services, Inc). Purchaser agrees to indemnify and defend Seller and its
general partner and their respective affiliates and their and their affiliates'
officers, directors, employees, agents and representatives, and hold each of
them harmless from any and all loss, liability, damage, claim, cause of action,
fine, fee, lien, cost or expense (including, without limitation, reasonable
attorneys' fees and expenses ) arising out of or paid or incurred by any of them
by reason of any claim to any broker's, finder's or other fee in connection with
this transaction by any party claiming by, through or under Purchaser or its
affiliates. Notwithstanding anything to the contrary contained herein, the
indemnities set forth in this Article XI shall survive the Closing and the
termination of this Contract forever.
ARTICLE XII
Operation of the Property Prior to the Closing
Section 12.1 Affirmative Covenants of Seller.
(a) Seller, at Seller's sole cost and expense, shall maintain or
cause to be maintained the Property free from waste and neglect and in as
good order and repair and shall keep and perform or cause to be performed
all obligations of the landlord under the Tenant Leases, all obligations of
the Seller or its agents under the surviving Contracts to and including the
Closing Date or termination of this Contract. Seller shall tender
possession of the Property to Purchaser in the same condition the Property
was in when last inspected by Purchaser, except for ordinary wear and tear,
casualty loss and condemnation (provided neither party has elected to
terminate its obligations under this Contract pursuant to Sections 9.1 or
9.2 as a result of such casualty loss or condemnation).
(b) From the date hereof to the Closing Date, Seller shall maintain
or cause to be maintained in full force and effect liability, builder's
risk and casualty insurance coverage with respect to the Property and other
insurance upon and in respect to the Property against such hazards and in
such amounts as shall be in effect as of the date of this Contract.
(c) Except as otherwise permitted in this Contract, Seller shall not
do, suffer or permit, or agree to do, any of the following without the
prior written consent of Purchaser which shall not be unreasonably
withheld:
(i) enter into any transaction in respect to or affecting the
Property out of the ordinary course of business, including the
entering into any service contracts that can not be terminated upon
thirty (30) days notice;
(ii) sell, encumber or grant any interest in the Property or any
part thereof in any form or manner whatsoever, or otherwise perform or
permit any act which will diminish or otherwise affect Purchaser's
interest under this Contract or in or to the Property or which will
prevent Seller's full performance of its obligations hereunder;
(iii) enter into, waive any material rights under, or terminate
any surviving contract or any of the Tenant Leases;
(iv) amend or extend any surviving contract or any of the Tenant
Leases;
(v) enter into any leases with new tenants; or
(d) Seller shall otherwise have the right to lease, operate, manage
and enter into contracts with respect to the Property as deemed appropriate
by Seller in its sole discretion.
ARTICLE XIII
Miscellaneous
Section 13.1 Notices. Any notice provided or permitted to be
given under this Contract must be in writing and may be served by (a) depositing
same in the United States mail, addressed to the party to be notified, postage
prepaid and registered or certified with return receipt requested, (b)
delivering the same in person to such party via a hand delivery service, Federal
Express or any other nationally recognized courier service that provides a
return receipt showing the date of actual delivery of same to the addressee
thereof, or (c) facsimile transmission, if a copy is deposited for overnight
delivery with a nationally recognized courier service that provides a return
receipt showing the date of actual delivery of same to the addressee thereof.
Notice given in accordance herewith shall be effective upon receipt at the
address of the addressee. For purposes of notice, the addresses of the parties
shall be as follows:
If to Seller: CM Complex Joint Venture
Cable Plant Joint Venture
c/o Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Attention: John C. LeBeau
Facsimile No.: (803) 239-1066
With a copy to:Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Attention: John K. Lines, General Counsel and Secretary
Facsimile No.: (803) 239-1096
With a copy to:Robins, Kaplan, Miller & Ciresi
2800 LaSalle Plaza
800 LaSalle Avenue
Minneapolis, Minnesota 55402-2015
Attention: Roseanne M. Hope, Esq.
Facsimile No.: (612) 339-4181
If to Purchaser:The Broe Companies
252 Clayton Street
Suite 400
Denver, CO 80206
Attention: Robert J. Jacobs
Facsimile No.: (303) 393-8636
With a copy to:Michael Westover, Esq.
Otten, Johnson, Robinson, Neff & Ragonetti, P.C.
1600 Colorado National Building
950 Seventeenth Street
Denver, CO 80202
Facsimile No.: (303) 825-6525
Section 13.2 Governing Law. THIS CONTRACT IS BEING EXECUTED AND
DELIVERED, AND IS INTENDED TO BE PERFORMED IN, THE STATE OF ILLINOIS, AND THE
LAWS OF SUCH STATE SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND
INTERPRETATION OF THIS CONTRACT.
Section 13.3 Further Assurances. The parties each agree to do, execute,
acknowledge and deliver all such further acts, instruments and assurances and to
take all such further action before or after the Closing as shall be necessary
or desirable to fully carry out this Contract and to fully consummate and effect
the transactions contemplated hereby.
Section 13.4 No Third Party Benefits. This Contract is for the sole and
exclusive benefit of the parties hereto and their respective successors and
assigns, and no third party is intended to or shall have any rights hereunder.
Section 13.5 Persons.
(a) Words importing persons shall include firms, associations,
partnerships (including limited partnerships and limited liability
companies), trusts, corporations and other legal entities, including public
bodies, as well as natural persons.
(b) A memorandum of this Contract may be recorded by either party
hereto.
Section 13.6 Entirety and Amendments. This Contract embodies the entire
agreement between the parties and supersedes all prior agreements and
understandings, if any, relating to the transaction described herein, and may be
amended or supplemented only by an instrument in writing executed by the party
against whom enforcement is sought.
Section 13.7 Parties Bound. Subject to the provisions of Section 13.5
hereof, this Contract shall be binding upon and inure to the benefit of Seller
and Purchaser, and their respective heirs, personal representatives, successors
and assigns.
Section 13.8 Assignment. This Contract may not be assigned in whole or
in part by Purchaser without the prior written consent of Seller, which consent
may be granted or withheld by Seller in Seller's sole and absolute discretion.
Any assignment of this Contract by Purchaser without Seller's prior written
consent shall, at Seller's option, be null and void and of no effect; provided,
however, Purchaser shall have the right to assign this Contract to an affiliate
of Patrick Broe or The Broe Companies, Inc. without Seller's consent. The
parties hereto acknowledge and agree that one of the conditions to Seller's
consent to a proposed assignment of this Contract by Purchaser may be that any
and all sums received, or to be received, by Purchaser in connection with or in
consideration for such assignment shall be immediately delivered and paid to
Seller by Purchaser and the Purchase Price shall be correspondingly increased to
reflect any such additional sums received by Seller. In the event Seller
consents to an assignment of this Contract by Purchaser, Purchaser shall not be
released from any liability or obligations hereunder.
Section 13.9 Headings. Headings used in this Contract are used for
reference purposes only and do not constitute substantive matter to be
considered in construing the terms of this Contract.
Section 13.10 Survival. Except as otherwise expressly provided
herein, no representations, warranties, covenants, acknowledgments or agreements
contained in this Contract shall survive the Closing of this Contract and the
delivery of the Special Warranty Deed by Seller to Purchaser.
Section 13.11 Interpretation. The parties acknowledge that each
party and its counsel have reviewed this Contract, and the parties hereby agree
that the normal rule of construction to the effect that any ambiguities are to
be resolved against the drafting party shall not be employed in the
interpretation of this Contract or any amendments or exhibits hereto. In case
any one or more of the provisions contained in this Contract shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions
hereof, and this Contract shall be construed as if such invalid, illegal or
unenforceable provisions had never been contained herein. When the context in
which words are used in this Contract indicates that such is the intent, words
in the singular number shall include the plural and vice versa, and words in the
masculine gender shall include the feminine and neuter genders and vice versa.
Section 13.12 Exhibits. All references to "Exhibits" contained
herein are references to exhibits attached hereto, all of which are hereby made
a part hereof for all purposes.
Section 13.13 Time of Essence. It is expressly agreed by the
parties hereto that time is of the essence with respect to this Contract and
Closing hereunder.
Section 13.14 Multiple Counterparts. This Contract may be
executed in a number of identical counterparts. If so executed, each of such
counterparts is to be deemed an original for all purposes, and all such
counterparts shall, collectively, constitute one agreement, but, in making proof
of this Contract, it shall not be necessary to produce or account for more than
one such counterpart.
Section 13.15 Risk of Loss. Risk of loss or damage to the
Property, or any part thereof, by fire or any other casualty following Seller's
delivery of the special warranty deed transferring title to the Property to the
Purchaser will be on the Purchaser.
Section 13.16 Effective Date. As used herein, the term
"Effective Date" shall mean for all purposes in this Contract the date on which
the Title Company acknowledges receipt of an original of the Contract executed
by Purchaser and Seller with all changes, if any, to the printed portion of this
Contract initialled by Purchaser and Seller.
Section 13.17 Business Days. All references to "business days"
contained herein are references to normal working business days, i.e., Monday
through Friday of each calendar week, exclusive of federal and national bank
holidays.
SELLER:
CABLE PLANT JOINT VENTURE
a California general partnership
By: ANGELES INCOME PROPERTIES, LTD. 6
a California limited partnership, its general
partner
By: ANGELES REALTY CORPORATION II, a California
corporation, its sole general partner
By:
Its:
Dated:
CM COMPLEX JOINT VENTURE
a California general partnership
By: ANGELES INCOME PROPERTIES, LTD. 6
a California limited partnership,
its general partner
By: ANGELES REALTY CORPORATION II, a California
corporation, its sole general partner
By:
Its:
Dated:
PURCHASER:
GREYBEARD PROPERTIES, LLC,
a Colorado limited liability company
By:
Its:
Dated:
RECEIPT OF EARNEST MONEY DEPOSIT
AND AGREEMENT OF HELLER
Heller hereby acknowledges the receipt of one (1) fully signed and executed
copy of this Contract.
Upon receipt, Heller agrees to hold the Earnest Money Deposit in escrow as
escrow agent for the benefit of Seller and Purchaser and to dispose of the
Earnest Money Deposit in strict accordance with the terms and provisions of this
Contract.
HELLER FINANCIAL, INC.
By:
Name:
Title:
Date:
EXHIBIT A-1
PROPERTY DESCRIPTION
CABLE PLANT
[Attach legal description of the Property]
PROPERTY DESCRIPTION
CM COMPLEX
[Attach legal description of the Property]
EXHIBIT B
PERSONAL PROPERTY
1. Van
2. Desk
EXHIBIT C-1
SPECIAL WARRANTY DEED
CM COMPLEX
STATE OF '
' KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF '
, a limited partnership (hereinafter
called "Grantor"), for and in consideration of the sum of TEN AND No/100
($10.00) and other good and valuable consideration in hand paid by
, a (hereinafter called
"Grantee"), whose mailing address is
, the receipt and sufficiency of which are
hereby acknowledged, has GRANTED, SOLD AND CONVEYED and by these presents does
GRANT, SELL AND CONVEY unto Grantee that certain tract or parcel of land
situated in County, and more particularly described on
Exhibit A" attached hereto and made a part hereof for all purposes, together
with Grantor's rights and interests in all improvements, structures and fixtures
located thereon and all rights, titles and interests of Grantor appurtenant
thereto (all of the above-described properties being hereinafter collectively
referred to as the "Property"). This conveyance is made and accepted subject to
(a) general real estate taxes on the Property for the current year which Grantee
assumes and agrees to pay, (b) zoning laws and regulations and ordinances of
municipal and other governmental authorities, if any, affecting the Property,
and (c) the matters set forth on Exhibit AB" attached hereto and made a part
hereof for all purposes (all of the foregoing being hereinafter collectively
referred to as the "Permitted Exceptions").
TO HAVE AND TO HOLD the Property, together with all and singular the rights
and appurtenances thereto in anywise belonging unto Grantee, its successors and
assigns forever, and Grantor does hereby bind itself, its successors and
assigns, to WARRANT AND FOREVER DEFEND all and singular the Property unto
Grantee, its successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof, by, through or under Grantor,
but not otherwise, subject, however, to the Permitted Exceptions.
Grantee's agreement to, and acknowledgment of, the various matters
specified in this special warranty deed shall be conclusively evidenced by
grantee's acceptance hereof.
Current ad valorem taxes on the Property having been prorated, Grantee
hereby assumes the payment thereof.
IN WITNESS WHEREOF, this Special Warranty Deed is executed by Grantor to
be effective for all purposes as of the day of , 199 .
GRANTOR:
CM COMPLEX JOINT VENTURE
a California limited partnership
By:ANGELES INCOME PROPERTIES, LTD. 6
a California corporation which is
its sole general partner
By:ANGELES REALTY CORPORATION II, a
California corporation, its sole
general partner
By:
Its:
Dated:
STATE OF '
'
COUNTY OF '
This instrument was acknowledged before me on this day of
, 199 , by ,
of , a
corporation acting in its capacity as general partner of , a
limited partnership, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same for the purposes and consideration therein expressed, in the capacity
therein stated and as the act and deed of said limited partnership.
Notary Public, State of
My Commission Expires:
Printed Name of Notary Public
GRANTEE'S ADDRESS:
EXHIBIT C-2
SPECIAL WARRANTY DEED
CABLE PLANT
STATE OF '
' KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF '
, a limited partnership (hereinafter
called "Grantor"), for and in consideration of the sum of TEN AND No/100
($10.00) and other good and valuable consideration in hand paid by
, a (hereinafter called
"Grantee"), whose mailing address is
, the receipt and sufficiency of which are
hereby acknowledged, has GRANTED, SOLD AND CONVEYED and by these presents does
GRANT, SELL AND CONVEY unto Grantee that certain tract or parcel of land
situated in County, and more particularly described on
Exhibit A" attached hereto and made a part hereof for all purposes, together
with Grantor's rights and interests in all improvements, structures and fixtures
located thereon and all rights, titles and interests of Grantor appurtenant
thereto (all of the above-described properties being hereinafter collectively
referred to as the "Property"). This conveyance is made and accepted subject to
(a) general real estate taxes on the Property for the current year which Grantee
assumes and agrees to pay, (b) zoning laws and regulations and ordinances of
municipal and other governmental authorities, if any, affecting the Property,
and (c) the matters set forth on Exhibit "B" attached hereto and made a part
hereof for all purposes (all of the foregoing being hereinafter collectively
referred to as the "Permitted Exceptions").
TO HAVE AND TO HOLD the Property, together with all and singular the rights
and appurtenances thereto in anywise belonging unto Grantee, its successors and
assigns forever, and Grantor does hereby bind itself, its successors and
assigns, to WARRANT AND FOREVER DEFEND all and singular the Property unto
Grantee, its successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof, by, through or under Grantor,
but not otherwise, subject, however, to the Permitted Exceptions.
Grantee's agreement to, and acknowledgment of, the various matters
specified in this special warranty deed shall be conclusively evidenced by
grantee's acceptance hereof.
Current ad valorem taxes on the Property having been prorated, Grantee
hereby assumes the payment thereof.
IN WITNESS WHEREOF, this Special Warranty Deed is executed by Grantor to
be effective for all purposes as of the day of , 199 .
GRANTOR:
CM COMPLEX JOINT VENTURE
a California limited partnership
By:ANGELES INCOME PROPERTIES, LTD. 6
a California corporation which is
its sole general partner
By: ANGELES REALTY CORPORATION II, a
California corporation, its sole
general partner
By:
Its:
Dated:
STATE OF '
'
COUNTY OF '
This instrument was acknowledged before me on this day of
, 199 , by ,
of , a
corporation acting in its capacity as general partner of , a
limited partnership, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same for the purposes and consideration therein expressed, in the capacity
therein stated and as the act and deed of said limited partnership.
Notary Public, State of
My Commission Expires:
Printed Name of Notary Public
GRANTEE'S ADDRESS:
EXHIBIT A
PROPERTY DESCRIPTION
[Attach legal description from the Contract]
EXHIBIT B
PERMITTED EXCEPTIONS
[Attach list of Permitted Exceptions created
in accordance with the terms of the Contract]
EXHIBIT D
ASSIGNMENT AND ASSUMPTION OF LEASES
STATE OF '
' KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF '
That, CM Complex Joint Venture , a California limited partnership and Cable
Plant Joint Venture, a California limited partnership (collectively
"Assignor"), for and in consideration of Ten and No/100 Dollars ($10.00) and
other good and valuable consideration, to Assignor in hand paid, the receipt and
legal sufficiency of which are hereby acknowledged, hereby transfers, assigns
and sets over unto Greybeard Properties, LLC, a Colorado limited liability
company ("Assignee"), all of the right, title and interest of Assignor in and to
all leases of, and security deposits and prepaid rents relating to space in
(together, the "Leases") the real Property described on Exhibit A, attached
hereto and made a part hereof for all purposes.
TO HAVE AND TO HOLD the Leases, together with any and all of the rights and
appurtenances thereto in anywise belonging to Assignor (excluding the right to
receive rents paid under the Leases and which accrued before the date of this
Assignment), unto Assignee and Assignee's successors and assigns forever, and
Assignor does hereby bind Assignor and Assignor's legal representatives and
successors, to WARRANT AND FOREVER DEFEND all and singular the Leases unto
Assignee and Assignee's successors and assigns, against every person whomsoever
lawfully claiming or to claim the same or any part thereof, by, through or under
Assignor, but not otherwise.
In consideration of the foregoing assignment, Assignee hereby assumes, and
agrees to perform all of the obligations of Assignor under the Leases, accruing
from and after the date of this Assignment, including, but not limited to, the
obligation to refund any security deposits to the extent received by Assignee
from Assignor and indemnifies and agrees to defend Assignor, its general partner
and their respective affiliates and holds Assignor, its general partner and
their respective affiliates and their and their affiliates' officers, directors,
employees, agents and representatives, harmless from any and all loss, cost,
damage, claim, cause of action, fine, fee, lien, liability and expense including
reasonable attorneys' fees and expenses arising out of or in connection with the
Leases to the extent and only to the extent such indemnified losses, costs,
damages, claims, causes of action, fines, fees, liens, liabilities and expenses
relate to the period from and after the date of this Assignment. Assignee takes
the Leases subject to any existing defaults thereunder.
Assignor hereby agrees to indemnify and defend assignee, harmless from any
and all loss, cost, damage, claim, cause of action, fire, fee, liability and
expense including reasonable attorney's fees and expenses arising out of or in
connection with the leases to the extent and only to the extent such indemnified
losses, costs, damages, claims, causes of action, fines, fees, liens,
liabilities and expenses relate to the period prior to the date of this
Assignment.
EXECUTED effective as of this day of , 199 .
ASSIGNOR:
CM COMPLEX JOINT VENTURE
a California limited partnership
By:ANGELES INCOME PROPERTIES, LTD. 6
a California limited partnership,
its general partner
By:ANGELES REALTY CORPORATION II, a
California corporation, its sole
general partner
By:
Its:
Dated:
CABLE PLANT JOINT VENTURE
By:ANGELES INCOME PROPERTIES, LTD. 6
a California limited partnership,
its general partner
3
By:ANGELES REALTY CORPORATION II, a
California corporation, its sole
general partner
By:
Its:
Dated:
ASSIGNEE:
GREYBEARD PROPERTIES, LLC,
a Colorado limited liability company
By:
Name:
Title:
STATE OF '
'
COUNTY OF '
This instrument was acknowledged before me on this day of
, 199 , by ,
of , a
corporation acting in its capacity as general partner of
, a limited partnership, known to me to be
the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and consideration
therein expressed, in the capacity therein stated and as the act and deed of
said limited partnership.
Notary Public in and for
the State of
My Commission Expires:
STATE OF '
'
COUNTY OF '
This instrument was acknowledged before me on this day of
, 199 , by
,
of , a , known to me to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me
that he executed the same for the purposes and consideration therein expressed,
in the capacity therein stated and as the act and deed of said
.
Notary Public in and for
the State of
My Commission Expires:
EXHIBIT E
NOTICE LETTER
EXHIBIT F
NON-FOREIGN AFFIDAVIT
STATE OF '
' KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF '
On this date, , a limited
partnership ("Seller"), has sold and conveyed certain real Property situated in
County, , to , a
("Purchaser"). Section 1445 of the Internal Revenue Code of 1986 provides that
a transferee of a U.S. Real Property Interest must withhold tax if the
transferor is a foreign person. To inform Purchaser that withholding of tax is
not required upon the disposition of a U.S. Real Property Interest by Seller,
the undersigned hereby certifies the following on behalf of Seller:
1. Seller is not a foreign corporation, foreign partnership, foreign
trust, or foreign estate (as those terms are defined in the Internal Revenue
Code and Income Tax Regulations);
2. Seller's U.S. Employer Identification Number is ; and
3. Seller's office address is
.
Seller understands that this certification may be disclosed to the Internal
Revenue Service by Purchaser and that any false statement contained herein could
be punished by fine, imprisonment, or both.
Under penalties of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct and
complete, and I further declare that I have authority to sign this document on
behalf of Seller.
Executed this day of , 199 .
SELLER:
a limited partnership
By:
a corporation which is
its general partner
By:
Its:
Dated:
STATE OF '
'
COUNTY OF '
This instrument was acknowledged before me on this day of
, 199 , by ,
of , a
corporation acting in its capacity as general partner of
, a limited partnership, known to me to be
the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and consideration
therein expressed, in the capacity therein stated and as the act and deed of
said limited partnership.
Notary Public in and for
the State of
My Commission Expires:
ASSIGNMENT AND ASSUMPTION OF LEASES
STATE OF SOUTH CAROLINA '
' KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF GREENVILLE '
That, C.M. Complex Joint Venture , a California general partnership and
Cable Plant Joint Venture, a California general partnership (collectively
"Assignor"), for and in consideration of Ten and No/100 Dollars ($10.00) and
other good and valuable consideration, to Assignor in hand paid, the receipt and
legal sufficiency of which are hereby acknowledged, hereby transfers, assigns
and sets over unto LaSalle National Trust, N.A., as Trustee under Trust
Agreement dated August 2, 1996 and Known As Trust Number 120414 ("Assignee"),
all of the right, title and interest of Assignor in and to all leases of, and
security deposits, prepaid rents, letter of credit and any other collateral
listed on Exhibit B attached hereto relating to space in (together, the
"Leases") the real property described on Exhibit A, attached hereto and made a
part hereof for all purposes.
TO HAVE AND TO HOLD the Leases, together with any and all of the rights and
appurtenances thereto in anywise belonging to Assignor (including the right to
receive rents paid under the Leases and which accrued before the date of this
Assignment), unto Assignee and Assignee's successors and assigns forever, and
Assignor does hereby bind Assignor and Assignor's legal representatives and
successors, to WARRANT AND FOREVER DEFEND all and singular the Leases unto
Assignee and Assignee's successors and assigns, against every person whomsoever
lawfully claiming or to claim the same or any part thereof, by, through or under
Assignor, but not otherwise.
In consideration of the foregoing assignment, Assignee hereby assumes, and
agrees to perform all of the obligations of Assignor under the Leases, accruing
from and after the date of this Assignment, including, but not limited to, the
obligation to refund any security deposits to the extent received by Assignee
from Assignor and indemnifies and agrees to defend Assignor, its general partner
and their respective affiliates and holds Assignor, its general partner and
their respective affiliates and their and their affiliates' officers, directors,
employees, agents and representatives, harmless from any and all loss, cost,
damage, claim, cause of action, fine, fee, lien, liability and expense including
reasonable attorneys' fees and expenses arising out of or in connection with the
Leases to the extent and only to the extent such indemnified losses, costs,
damages, claims, causes of action, fines, fees, liens, liabilities and expenses
relate to the period from and after the date of this Assignment. Assignee takes
the Leases subject to any existing defaults thereunder.
Assignor hereby agrees to indemnify and defend assignee, harmless from any
and all loss, cost, damage, claim, cause of action, fire, fee, liability and
expense including reasonable attorney's fees and expenses arising out of or in
connection with the leases to the extent and only to the extent such indemnified
losses, costs, damages, claims, causes of action, fines, fees, liens,
liabilities and expenses relate to the period prior to the date of this
Assignment.
EXECUTED effective as of this day of , 1996.
ASSIGNOR:
C.M. COMPLEX JOINT VENTURE
a California general partnership
By: ANGELES INCOME PROPERTIES, LTD. 6
a California limited partnership, its general
partner
By: ANGELES REALTY CORPORATION II, a
California corporation, its sole general partner
By:
Its:
CABLE PLANT JOINT VENTURE, a
California general partnership
By: ANGELES INCOME PROPERTIES, LTD. 6
a California limited partnership, its general
partner
By: ANGELES REALTY CORPORATION II, a
California corporation, its sole general partner
By:
Its:
Limitation on Liability. This instrument is executed by LaSalle National
Trust, N.A., not personally but solely as Trustee, as aforesaid, in the
exercise of the power and authority conferred upon and vested in it as such
Trustee. All the terms, provisions, stipulations, covenants and conditions to
be performed hereunder by LaSalle National Trust, N.A., are undertaken by it
solely as Trustee, as aforesaid, and not individually, and all statements
herein made are made on information and belief and are to be construed
accordingly, and no personal liability shall be asserted or be enforceable
against LaSalle National Trust, N.A., by reason of any of the terms,
provisions, stipulations, covenants and/or statements contained in this
instrument.
ASSIGNEE:
LASALLE NATIONAL TRUST, N.A., as
Trustee under Trust No. 120414, and not
personally
By:
Name:
Title:
Attest:
Secretary
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
I, , a Notary Public in and for said County in the
State aforesaid, DO HEREBY CERTIFY THAT ,
Assistant Vice President of LA SALLE NATIONAL TRUST, N.A., and
, Assistant Secretary of said Bank personally known
to me to be the same persons whose names are subscribed to the foregoing
instrument as such Assistant Vice President and Assistant Secretary
respectively, appeared before me this day in person and acknowledged that they
signed and delivered said instrument as their own free and voluntary act, and
as the free and voluntary act of said Bank, for the uses and purposes therein
set forth; and said Assistant Secretary did also then and there acknowledge
that he/she, as custodian of the Corporate Seal of said Bank, did affix said
Corporate Seal of said Bank to said instrument as his/her own free and
voluntary act, and as the free and voluntary act of said Bank for the uses and
purposes therein set forth.
Given under my name and notarial seal this day of , 1996.
NOTARY PUBLIC
My Commission Expires;
ASSIGNMENT AND ASSUMPTION OF CONTRACTS
STATE OF SOUTH CAROLINA '
' KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF GREENVILLE '
That, C.M. Complex Joint Venture , a California general partnership and
Cable Plant Joint Venture, a California general partnership (collectively
"Assignor"), for and in consideration of Ten and No/100 Dollars ($10.00) and
other good and valuable consideration, to Assignor in hand paid, the receipt and
legal sufficiency of which are hereby acknowledged, hereby transfers, assigns
and sets over unto Hawthorne Street Properties LLC, a Delaware limited liability
company doing business in Illinois as Hawthorne Street Properties L.L.C., as
Agent for LaSalle National Trust, N.A., as Trustee under Trust Agreement dated
August 2, 1996 and Known As Trust Number 120414 ("Assignee"), all of the right,
title and interest of Assignor in and to the contracts with The Illinois
Department of Transportation and Security Link described on Exhibit B attached
hereto and made a part hereof for all purposes, (together, the "Contracts")
relating to space in the real property described on Exhibit A, attached hereto
and made a part hereof for all purposes (the "Property").
TO HAVE AND TO HOLD the Contracts, together with any and all of the rights
and appurtenances thereto in anywise belonging to Assignor, unto Assignee and
Assignee's successors and assigns forever, and Assignor does hereby bind
Assignor and Assignor's legal representatives and successors, to WARRANT AND
FOREVER DEFEND all and singular the Contracts unto Assignee and Assignee's
successors and assigns, against every person whomsoever lawfully claiming or to
claim the same or any part thereof, by, through or under Assignor, but not
otherwise.
In consideration of the foregoing assignment, Assignee hereby assumes, and
agrees to perform all of the obligations of Assignor under the Contracts,
accruing from and after the date of this Assignment and indemnifies and agrees
to defend Assignor, its general partner and their respective affiliates and
holds Assignor, its general partner and their respective affiliates and their
and their affiliates' officers, directors, employees, agents and
representatives, harmless from any and all loss, cost, damage, claim, cause of
action, fine, fee, lien, liability and expense including reasonable attorneys'
fees and expenses arising out of or in connection with the Contracts to the
extent and only to the extent such indemnified losses, costs, damages, claims,
causes of action, fines, fees, liens, liabilities and expenses relate to the
period from and after the date of this Assignment.
Assignor hereby agrees to indemnify and defend assignee, harmless from any
and all loss, cost, damage, claim, cause of action, fine, fee, liability and
expense including reasonable attorney's fees and expenses arising out of or in
connection with the contracts to the extent and only to the extent such
indemnified losses, costs, damages, claims, causes of action, fines, fees,
liens, liabilities and expenses relate to the period prior to the date of this
Assignment.
Assignor hereby represents and warrants that all service contracts relating
to the Property, other than the Contracts, have been terminated.
EXECUTED effective as of this day of , 1996.
ASSIGNOR:
C.M. COMPLEX JOINT VENTURE
a California general partnership
By: ANGELES INCOME PROPERTIES, LTD. 6
a California limited partnership, its general
partner
By: ANGELES REALTY CORPORATION II, a
California corporation, its sole general partner
By:
Its:
CABLE PLANT JOINT VENTURE, a
California general partnership
By: ANGELES INCOME PROPERTIES, LTD. 6
a California limited partnership, its general
partner
By: ANGELES REALTY CORPORATION II, a
California corporation, its sole general partner
By:
Its:
ASSIGNEE:
HAWTHORNE STREET PROPERTIES LLC,
a Delaware limited liability company doing business in Illinois as Hawthorne
Street Properties L.L.C., as Agent for LaSalle National Trust N.A., as Trustee
under Trust Agreement dated August 2, 1996 and known as Trust No. 120414
By: Hawthorne Street, Inc., a
Delaware corporation as member
By:
Thomas E. Whyte
President
BILL OF SALE
FOR VALUABLE CONSIDERATION, C.M. Complex Joint Venture, a California
general partnership and Cable Plant Joint Venture, a California general
partnership, (collectively "Seller"), hereby sells and conveys to LaSalle
National Trust, N.A., as Trustee under Trust Agreement dated August 2, 1996 and
Known As Trust Number 120414 with an address of 135 South LaSalle Street,
Chicago, Illinois 60603, the personal property listed on Exhibit B attached
hereto and located at 2430 S. Cicero Avenue, Cicero, Illinois and 4545 W.
Cermak, Chicago, Illinois, also known as the Cable Plant and the C.M. Complex
legally described on Exhibit A attached hereto in "as-is" "where-is" condition,
free and clear of all liens and encumbrances.
IN WITNESS WHEREOF, this Bill of Sale was executed this day of
, 1996.
CABLE PLANT JOINT VENTURE
a California general partnership
By: ANGELES INCOME PROPERTIES, LTD. 6
a California limited partnership, its
general partner
By: ANGELES REALTY CORPORATION II, a
California corporation, its sole general partner
By:
Its:
C.M. COMPLEX JOINT VENTURE
a California general partnership
By: ANGELES INCOME PROPERTIES, LTD. 6
a California limited partnership, its
general partner
By: ANGELES REALTY CORPORATION II, a
California corporation, its sole general partner
By:
Its:
EXHIBIT A
Legal Description
EXHIBIT B
TO
BILL OF SALE
Personal Property
1 - Steel Frame Desk
2 - Conference Tables
10 - Chairs
1 - 2-Drawer Steel File Cabinet
2 - Four-Drawer Steel File Cabinets
1 - Smith Corona XD8000 Typewriter
1 - Omega IV Phone System With 4 Stations
1 - 1991 Ford Econo-Cargo Van With Ladder Rack
3 - Propane Heaters (at water tower)
1 - Small Pump in the Bldg. 101 Pump Room
1 - Heater in Bldg. 101
*All tools are personal property of Edward Williams and are excluded.
*All pictures (other than property photos), plants and floral
arrangements are personal property of Insignia employees and are excluded.
*All computer equipment is property of Insignia Commercial Group and
is excluded.
