FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________to _________
Commission file number 0-16210
ANGELES INCOME PROPERTIES, LTD. 6
(Exact name of small business issuer as specified in its charter)
California 95-4106139
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, PO Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
ANGELES INCOME PROPERTIES, LTD. 6
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
June 30, 2000
<TABLE>
<CAPTION>
Assets
<S> <C>
Cash and cash equivalents $ 1,495
Receivables and deposits 965
Restricted escrows 270
Other assets 201
Investment properties:
Land $ 1,632
Buildings and related personal property 14,552
16,184
Less accumulated depreciation (5,922) 10,262
$13,193
Liabilities and Partners' Capital
Liabilities
Accounts payable $ 121
Tenant security deposit liabilities 64
Accrued property taxes 144
Other liabilities 224
Distribution payable to general partner 87
Mortgage notes payable 8,352
Partners' Capital
General partner $ 42
Limited partners (47,311 units issued and
outstanding) 4,159 4,201
$13,193
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
b)
ANGELES INCOME PROPERTIES, LTD. 6
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
2000 1999 2000 1999
(Restated) (Restated)
Revenues:
<S> <C> <C> <C> <C>
Rental income $ 883 $ 850 $ 1,748 $ 1,896
Other income 66 83 104 199
Gain on sale of investment property -- -- -- 1,783
Total revenues 949 933 1,852 3,878
Expenses:
Operating 392 353 748 744
General and administrative 73 51 149 155
Depreciation 151 114 296 265
Interest 157 170 326 424
Property tax 89 76 211 160
Total expenses 862 764 1,730 1,748
Income before discontinued operations,
loss on sale of discontinued operations,
and loss on early extinguishment of debt 87 169 122 2,130
(Loss) income from discontinued
operations (272) 168 (38) 268
Loss on sale of discontinued operations (344) -- (344) --
Loss on early extinguishment of debt -- -- -- (1,011)
Net (loss) income $ (529) $ 337 $ (260) $ 1,387
Net income (loss) allocated to
general partner $ 81 $ 232 $ 84 $ 296
Net (loss) income allocated to
limited partners (610) 105 (344) 1,091
Net (loss) income $ (529) $ 337 $ (260) $ 1,387
Per limited partnership unit:
Income before discontinued operations,
loss on sale of discontinued operations,
and loss on early extinguishment of debt $ 1.83 $ (1.29) $ 2.56 $ 38.62
(Loss) income from discontinued
operations (5.68) 3.51 (0.79) 5.60
Loss on sale of discontinued operations (9.04) -- (9.04) --
Extraordinary loss on early
extinguishment of debt -- -- -- (21.16)
Net (loss) income per limited
partnership unit $(12.89) $ 2.22 $ (7.27) $ 23.06
Distributions per limited partnership unit $ 36.61 $ -- $ 36.61 $ --
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
c)
ANGELES INCOME PROPERTIES, LTD. 6
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 47,384 $ 1 $47,384 $47,385
Partners' capital at
December 31, 1999 47,311 $ 63 $ 6,235 $ 6,298
Distributions to partners -- (18) (1,732) (1,750)
Distribution payable to general
partner -- (87) -- (87)
Net income (loss) for the six
months ended June 30, 2000 -- 84 (344) (260)
Partners' capital at
June 30, 2000 47,311 $ 42 $ 4,159 $ 4,201
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
d)
ANGELES INCOME PROPERTIES, LTD. 6
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
2000 1999
Cash flows from operating activities:
<S> <C> <C>
Net (loss) income $ (260) $ 1,387
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation 441 431
Amortization of loan costs and leasing commissions 21 37
Loss (gain) on sale of investment property 344 (1,783)
Extraordinary loss on early extinguishment of debt -- 1,011
Change in accounts:
Receivables and deposits (280) (143)
Other assets 201 18
Accounts payable (51) (28)
Tenant security deposit liabilities (33) (6)
Accrued property taxes (181) (15)
Other liabilities (38) (438)
Net cash provided by operating activities 164 471
Cash flows from investing activities:
Property improvements and replacements (299) (206)
Net (deposits to) withdrawals from restricted escrows (25) 4
Proceeds from sale of investment property 5,303 9,292
Lease commissions paid (4) (7)
Net cash provided by investing activities 4,975 9,083
Cash flows from financing activities:
Distributions to partners (1,750) (298)
Payments on mortgage notes payable (89) (99)
Repayment of mortgage notes payable (3,297) (6,423)
Prepayment penalty -- (787)
Net cash used in financing activities (5,136) (7,607)
Net increase in cash and cash equivalents 3 1,947
Cash and cash equivalents at beginning of period 1,492 4,918
Cash and cash equivalents at end of period $ 1,495 $ 6,865
Supplemental disclosure of cash flow information:
Cash paid for interest $ 465 $ 577
</TABLE>
At December 31, 1999, approximately $95,000 of property improvements and
replacements were included in accounts payable.
At June 30, 2000, a distribution of approximately $87,000 to the General Partner
was declared.
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
e)
ANGELES INCOME PROPERTIES, LTD. 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements of Angeles Income
Properties, Ltd. 6 (the "Partnership" or "Registrant") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of Angeles Realty Corporation II ("ARC II"
or the "General Partner"), all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and six month periods ended June 30, 2000, are
not necessarily indicative of the results that may be expected for the fiscal
year ending December 31, 2000. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Partnership's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1999.
Principles of Consolidation
The consolidated financial statements of the Partnership include its 99% limited
partnership interests in Granada AIPL 6, Ltd., AIP 6 GP, LP, Whispering Pines
AIP 6, LP and Lazy Hollow Partners, Ltd. The Partnership may remove the general
partner of all the above partnerships; therefore, the partnerships are
controlled and consolidated by the Partnership. Also included in the
consolidated financial statements are Mesa Dunes GP, LLC, Wakonda Partners, Town
and Country Partners and Mesa Dunes Partners, which are wholly-owned by the
Partnership. All significant inter-entity balances have been eliminated.
Certain reclassifications have been made to the 1999 information to conform to
the 2000 presentation.
Note B - Transfer of Control
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
("IPT") merged into Apartment Investment and Management Company ("AIMCO"), a
publicly traded real estate investment trust, with AIMCO being the surviving
corporation (the "Insignia Merger"). As a result, AIMCO acquired 100% ownership
interest in the General Partner. The General Partner does not believe that this
transaction has had or will have a material effect on the affairs and operations
of the Partnership.
Note C - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership activities.
The Partnership Agreement provides for certain payments to affiliates for
services and reimbursement of certain expenses incurred by affiliates on behalf
of the Partnership.
<PAGE>
The following payments were paid to the General Partner and its affiliates
during the six month period ended June 30, 2000 and 1999:
2000 1999
(in thousands)
Property management fees (included in operating
expense) $ 92 $100
Reimbursement for services of affiliates
(included in investment properties and general
and administrative expense) 84 76
Due from general partner -- 69
During the six months ended June 30, 2000 and 1999, affiliates of the General
Partner were entitled to receive 5% of gross receipts from all the Partnership's
residential properties for providing property management services. The
Registrant paid to such affiliates approximately $92,000 and $100,000 for the
six months ended June 30, 2000 and 1999, respectively.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $84,000 and $76,000 for the
six months ended June 30, 2000 and 1999, respectively.
Pursuant to the Partnership Agreement, the General Partner is entitled to
receive a distribution equal to 3% of the aggregate disposition price of sold
properties. Pursuant to this provision, during the six months ended June 30,
1999, the Partnership declared and paid a distribution of approximately $285,000
payable to the General Partner related to the sale of Mesa Dunes Mobile Home
Park. During the six months ended June 30, 2000, the Partnership declared a
distribution of approximately $87,000 payable to the General Partner related to
the sale of Wakonda Shopping Center. These fees are subordinate to the limited
partners receiving a preferred return, as specified in the Partnership
Agreement. If the limited partners have not received their preferred return when
the Partnership terminates, the General Partner will return any such amounts
paid from the Partnership.
AIMCO and its affiliates currently own 16,465 limited partnership units in the
Partnership representing 34.802% of the outstanding units. A number of these
units were acquired pursuant to tender offers made by AIMCO or its affiliates.
It is possible that AIMCO or its affiliates will make one or more additional
offers to acquire additional limited partnership interests in the Partnership
for cash or in exchange for units in the operating partnership of AIMCO. Under
the Partnership Agreement, unitholders holding a majority of the Units are
entitled to take action with respect to a variety of matters. When voting on
matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable to the interest of the General Partner because of their affiliation
with the General Partner.
The Partnership had a first mortgage to Angeles Mortgage Investment Trust
("AMIT") which was secured by Wakonda Shopping Center and Town & Country
Shopping Center. Pursuant to a series of transactions, affiliates of the General
Partner acquired ownership interests in AMIT. On September 17, 1998, AMIT was
merged with and into IPT. Effective February 26, 1999, IPT merged into AIMCO. As
a result, AIMCO became the holder of the AMIT note. The Partnership repaid this
note in full as a result of the sale of these two properties during the six
months ended June 30, 2000. The Partnership paid approximately $121,000 and
$150,000 in interest expense on this note to AMIT for each of the six months
ended June 30, 2000 and 1999, respectively.
<PAGE>
Note D - Disposition of Discontinued Operations
During the six months ended June 30, 2000, the Partnership sold Wakonda Shopping
Center and Town & Country Shopping Center to an unaffiliated third party for
approximately $5,800,000. After payoff of the first mortgage and payment of
closing costs the distributable net proceeds were approximately $2,006,000. The
Partnership recorded a loss of approximately $344,000 on the sale during the
second quarter of 2000.
Wakonda Shopping Center and Town & Country Shopping Center were the only
commercial properties owned by the Partnership and represented one segment of
the Partnership's operations. Due to the sale of the two commercial properties
in 2000, the results of the commercial segment have been shown as (loss) income
from discontinued operations and loss on sale of discontinued operations for the
three and six months ended June 30, 2000 and 1999. Accordingly, the 1999
consolidated statement of operations has been restated to reflect this
presentation. The revenues of these properties for the three and six months
ended June 30, 2000 were approximately $583,000 and $533,000, respectively, as
compared to approximately $451,000 and $976,000, respectively, for the three and
six months ended June 30, 1999. Loss from discontinued operations for the three
and six months ended June 30, 2000 was approximately $272,000 and $38,000,
respectively, compared to income of approximately $168,000 and $268,000 for the
three and six months ended June 30, 1999, respectively.
Note E - Distributions
During the six months ended June 30, 2000, the Partnership distributed
approximately $1,500,000 (approximately $1,485,000 to limited partners or $31.39
per limited partnership unit) from the Town and Country and Wakonda Shopping
Center sale proceeds and approximately $223,000 (approximately $221,000 to
limited partners or $4.67 per limited partnership unit) from operations and
approximately $27,000 (approximately $26,000 to limited partners or $0.55 per
limited partnership unit) from the Casa Granada refinance proceeds. During the
six months ended June 30, 1999, the Partnership declared a distribution payable
of approximately $54,000 payable to the General Partner. However, this fee is
subordinate to the limited partners receiving a preferred return, as specified
in the Partnership Agreement.
Note F - Segment Reporting
Description of the types of products and services from which reportable segments
derive their revenues:
The Partnership had two reportable segments: residential and commercial
properties. The Partnership's residential property segment consists of three
apartment complexes, one each in Maryland, Michigan and Texas. The Partnership
rents apartment units to tenants for terms that are typically twelve months or
less. The Partnership's commercial property segment consisted of two retail
shopping centers, both located in Iowa which were sold during the six months
ended June 30, 2000. As a result of the sale of the commercial properties during
2000, the commercial segment is shown as discontinued operations (see "Note D -
Disposition of Discontinued Operations" for further discussion regarding the
sales).
Measurement of segment profit or loss:
The Partnership evaluates performance based on segment profit (loss) before
depreciation. The accounting policies of the reportable segments are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1999.
<PAGE>
Factors management used to identify the enterprise's reportable segments:
The Partnership's reportable segments consist of investment properties that
offer different products and services. The reportable segments are each managed
separately, because they provide services with different types of products and
customers.
Segment information for the three and six month periods ended June 30, 2000 and
1999, is shown in the tables below (in thousands). The "Other" column includes
Partnership administration related items and income and expense not allocated to
the reportable segments.
<TABLE>
<CAPTION>
Three Months Ended
June 30, 2000 Residential Commercial Other Totals
(discontinued)
<S> <C> <C> <C> <C>
Rental income $ 883 $ -- $ -- $ 883
Other income 57 -- 9 66
Interest expense 157 -- -- 157
Depreciation 151 -- -- 151
General and administrative
expense -- -- 73 73
Loss from discontinued
operations -- (272) -- (272)
Loss on sale of discontinued
operations -- (344) -- (344)
Segment profit (loss) 151 (616) (64) (529)
Six Months Ended
June 30, 2000 Residential Commercial Other Totals
(discontinued)
Rental income $ 1,748 $ -- $ -- $ 1,748
Other income 93 -- 11 104
Interest expense 326 -- -- 326
Depreciation 296 -- -- 296
General and administrative
expense -- -- 149 149
Loss from discontinued
operations -- (38) -- (38)
Loss on sale of discontinued
operations -- (344) -- (344)
Segment profit (loss) 262 (382) (138) (260)
Total assets 11,496 -- 1,697 13,193
Capital expenditures for
investment properties 195 9 -- 204
Three Months Ended
June 30, 1999 Residential Commercial Other Totals
(discontinued)
Rental income $ 850 $ -- $ -- $ 850
Other income 49 -- 34 83
Interest expense 170 -- -- 170
Depreciation 114 -- -- 114
General and administrative
expense -- -- 51 51
Income from discontinued
operations -- 168 -- 168
Segment profit (loss) 186 168 (17) 337
Six Months Ended
June 30, 1999 Residential Commercial Other Totals
(discontinued)
Rental income $ 1,896 $ -- $ -- $ 1,896
Other income 151 -- 48 199
Interest expense 424 -- -- 424
Depreciation 265 -- -- 265
General and administrative
expense -- -- 155 155
Gain on sale of property 1,783 -- -- 1,783
Loss on extraordinary item (1,011) -- -- (1,011)
Income from discontinued
operations -- 268 -- 268
Segment profit (loss) 1,226 268 (107) 1,387
Total assets 14,179 6,480 3,324 23,983
Capital expenditures for
investment properties 192 14 -- 206
</TABLE>
<PAGE>
Note G - Sale of Investment Properties
On February 19, 1999, the Partnership sold Mesa Dunes Mobile Home Park to an
unaffiliated third party for net sales proceeds of approximately $9,292,000
after payment of closing costs. A portion of the proceeds were used to pay off
the mortgage encumbering the investment property of approximately $6,423,000.
The Partnership realized a gain of approximately $1,783,000 on the sale during
the first quarter of 1999. The Partnership also realized a loss on the early
extinguishment of debt encumbering the property of approximately $1,011,000
during the first quarter of 1999 consisting of a prepayment penalty and the
write off of unamortized loan costs and mortgage discount.
Note H - Legal Proceedings
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, its General Partner and several of their affiliated
partnerships and corporate entities. The action purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition of interests in certain general partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one time, affiliates of Insignia; past tender offers by the Insignia
affiliates to acquire limited partnership units; the management of partnerships
by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek
monetary damages and equitable relief, including judicial dissolution of the
Partnership. On June 25, 1998, the General Partner filed a motion seeking
dismissal of the action. In lieu of responding to the motion, the plaintiffs
have filed an amended complaint. The General Partner filed demurrers to the
amended complaint which were heard February 1999.
Pending the ruling on such demurrers, settlement negotiations commenced. On
November 2, 1999, the parties executed and filed a Stipulation of Settlement,
settling claims, subject to final court approval, on behalf of the Partnership
and all limited partners who owned units as of November 3, 1999. Preliminary
approval of the settlement was obtained on November 3, 1999 from the Court, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing, the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement. On
December 14, 1999, the General Partner and its affiliates terminated the
proposed settlement. In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement. On June 27, 2000, the Court entered an order disqualifying them
from the case. The Court will entertain applications for lead counsel which must
be filed by August 4, 2000. The Court has scheduled a hearing on August 21, 2000
to address the issue of appointing lead counsel. The General Partner does not
anticipate that costs associated with this case will be material to the
Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussions of the Registrant's business and results of operations, including
forward-looking statements pertaining to such matters, does not take into
account the effects of any changes to the Registrant's business and results of
operations. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
The Partnership's investment properties consist of three apartment complexes.
The following table sets forth the average occupancy of the properties for the
six months ended June 30, 2000 and 1999:
Average Occupancy
Property 2000 1999
Lazy Hollow Apartments 98% 97%
Columbia, Maryland
Homestead Apartments (1) 93% 96%
East Lansing, Michigan
Casa Granada Apartments (1) 91% 94%
Harlingen, Texas
(1) The decrease in occupancy at Homestead Apartments and Casa Granada
Apartments is a result of increased competition in the local market and
new home sales.
Results from Operations
The Partnership realized a net loss of approximately $260,000 compared to net
income of approximately $1,387,000 for the six month periods ended June 30, 2000
and 1999, respectively. The decrease in net income is due primarily to the gain
of approximately $1,783,000 realized on the sale of Mesa Dunes Mobile Home Park
in February 1999 partially offset by the extraordinary loss of approximately
$1,011,000 on the early extinguishment of debt encumbering the Mesa Dunes Mobile
Home Park during the first quarter of 1999, and a loss of approximately $344,000
on the sale of Town and Country Shopping Center and Wakonda Shopping Center
during the six months ended June 30, 2000. See "Part I - Financial Information,
Item 1. Financial Statements, Note G - Sale of Investment Property" and "Note D
- Disposition of Discontinued Operations" for a discussion of the Mesa Dunes
Mobile Home Park and Town and Country and Wakonda Shopping Center property
sales. Excluding the operations of Mesa Dunes, Town and Country, and Wakonda
Shopping Center and the related gain/loss on the sale of the investment
properties, income from continuing operations was approximately $122,000 and
$347,000 for the six months and approximately $87,000 and $169,000 for the three
months ended June 30, 2000 and 1999, respectively. This decrease at the
Partnership's residential properties for the three and six month periods ended
June 30, 2000 is primarily due to an increase in total expenses partially offset
by an increase in total revenues. Total expenses increased primarily as a result
of increased depreciation, property tax, and operating expenses. Depreciation
expense increased as a result of fixed asset additions over the past twelve
months. Property tax expense increased as a result of an increase in the
assessed value of Homestead Apartments. Operating expense increased primarily
due to increases in administrative and property expenses. Administrative expense
increased as a result of appraisal fees at Casa Granada and increased
professional fees at Lazy Hollow Apartments. Property expenses increased
primarily due to increased utility and salary expenses at Homestead Apartments
and Lazy Hollow Apartments. Total revenues for the three months ended June 30,
2000 increased primarily due to an increase in rental income partially offset by
a decrease in other income. Rental income increased as a result of increased
rental rates at all of the properties despite decreases in occupancy at
Homestead and Casa Granada Apartments. Rental revenue for the six months ended
June 30, 2000 decreased due to the sale of Mesa Dunes in the prior year. Other
income decreased as a result of lower interest income which declined during the
period ended June 30, 2000 as a result of lower cash balances held in interest
bearing accounts.
Included in general and administrative expenses at both June 30, 2000 and 1999,
are management reimbursements to the General Partner allowed under the
Partnership Agreement. In addition, costs associated with the quarterly and
annual communications with investors and regulatory agencies and the annual
audit required by the Partnership Agreement are also included.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of its investment properties to assess
the feasibility of increasing rents, maintaining or increasing occupancy levels
and protecting the Partnership from increases in expense. As part of this plan,
the General Partner attempts to protect the Partnership from the burden of
inflation-related increases in expenses by increasing rents and maintaining a
high overall occupancy level. However, due to changing market conditions, which
can result in the use of rental concessions and rental reductions to offset
softening market conditions, there is no guarantee that the General Partner will
be able to sustain such a plan.
Liquidity and Capital Resources
At June 30, 2000, the Partnership had cash and cash equivalents of approximately
$1,495,000 versus approximately $6,865,000 at June 30, 1999. For the six months
ended June 30, 2000, cash increased by approximately $3,000 from the
Partnership's year ended December 31, 1999. The increase in cash and cash
equivalents is due to approximately $164,000 of cash provided by operating
activities and approximately $4,975,000 of cash provided by investing activities
partially offset by approximately $5,136,000 of cash used in financing
activities. Cash provided by investing activities consisted of proceeds from the
sale of discontinued operations partially offset by property improvements and
replacements, lease commissions paid, and net deposits to restricted escrows
maintained by the mortgage lenders. Cash used in financing activities consists
of repayment of mortgage notes payable, mortgage principle payments, and
distributions to partners. The Registrant invests its working capital reserves
in money market accounts.
During the six months ended June 30, 2000, the Partnership sold Wakonda Shopping
Center and Town & Country Shopping Center to an unaffiliated third party for
approximately $5,800,000. After payoff of the first mortgage and payment of
closing costs the distributable net proceeds were approximately $2,006,000. The
Partnership recorded a loss of approximately $344,000 on the sale during the
second quarter of 2000.
On February 19, 1999, the Partnership sold Mesa Dunes Mobile Home Park to an
unaffiliated third party for net sales proceeds of approximately $9,292,000
after payment of closing costs. The Partnership realized a gain of approximately
$1,783,000 on the sale during the first quarter of 1999. The Partnership also
realized a loss on the early extinguishment of debt encumbering the property of
approximately $1,011,000 during the first quarter of 1999 consisting of a
prepayment penalty and the write off of unamortized loan costs and mortgage
discount.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Registrant and to comply with Federal,
state, and local legal and regulatory requirements. Capital improvements for
each of the Partnership's properties are detailed below.
Lazy Hollow Apartments
The Partnership has budgeted, but is not limited to, capital improvements of
approximately $291,000 for the year 2000, which consist of interior and exterior
building improvements, parking lot improvements, floor covering replacements,
and appliance replacements. During the six months ended June 30, 2000, the
Partnership completed approximately $62,000 of capital improvements at Lazy
Hollow Apartments consisting of HVAC unit replacements, major landscaping,
parking lot improvements, cabinet and countertop replacements, and floor
covering replacements. These improvements were funded from cash flow from
operations. Additional improvements may be considered and will depend on the
physical condition of the property as well as replacement reserves and
anticipated cash flow generated by the property.
Homestead Apartments
The Partnership has budgeted capital improvements of approximately $87,000 for
the year 2000, which consist primarily of appliance replacements, floor covering
replacements, and parking lot improvements. During the six months ended June 30,
2000, the Partnership completed approximately $83,000 of budgeted and unbudgeted
capital improvements at Homestead Apartments consisting primarily of floor
covering replacements, parking lot improvements, appliance replacements, and
major landscaping. These improvements were funded from cash flow from
operations. Additional improvements may be considered and will depend on the
physical condition of the property as well as replacement reserves and
anticipated cash flow generated by the property.
Casa Granada Apartments
The Partnership has budgeted capital improvements of approximately $79,000 for
the year 2000, which consist of floor covering replacements, air conditioning
unit replacements, appliances, water heaters, and window treatments. During the
six months ended June 30, 2000, the Partnership completed approximately $51,000
of capital improvements at Casa Granada Apartments primarily consisting of
exterior painting and building improvements and office equipment. These
improvements were funded from cash flow from operations. Additional improvements
may be considered and will depend on the physical condition of the property as
well as replacement reserves and anticipated cash flow generated by the
property.
Wakonda Shopping Center
During the six months ended June 30, 2000, the Partnership completed
approximately $6,000 of capital improvements at Wakonda Shopping Center
consisting of office equipment replacements. These improvements were funded from
cash flow from operations. This property was sold on May 4, 2000.
Town and Country Shopping Center
During the six months ended June 30, 2000, the Partnership completed
approximately $2,000 of capital improvements at Town and Country Shopping Center
for tenant improvements. These improvements were funded from cash flow from
operations. This property was sold on May 16, 2000.
The additional capital expenditures will be incurred only if cash is available
from operations or from Partnership reserves. To the extent that such budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.
The Partnership's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Partnership. At June 30, 2000,
the mortgage indebtedness of approximately $8,352,000 has maturity dates ranging
from October 2003 to October 2019. The General Partner will attempt to refinance
such remaining indebtedness and/or sell the properties prior to such maturity
dates. If the properties cannot be refinanced or sold for a sufficient amount,
the Partnership will risk losing such properties through foreclosure.
During the six months ended June 30, 2000, the Partnership distributed
approximately $1,500,000 (approximately $1,485,000 to limited partners or $31.39
per limited partnership unit) from the Town and Country and Wakonda Shopping
Center sale proceeds and approximately $223,000 (approximately $221,000 to
limited partners or $4.67 per limited partnership unit) from operations and
approximately $27,000 (approximately $27,000 to limited partners or $0.57 per
limited partnership unit) from the Casa Granada refinance proceeds. During the
six months ended June 30, 1999, the Partnership declared a distribution payable
of approximately $54,000 payable to the General Partner. However, this fee is
subordinate to the limited partners receiving a preferred return, as specified
in the Partnership Agreement. The Partnership's distribution policy is reviewed
on a semi-annual basis. Future cash distributions will depend on the levels of
net cash generated from operations, the availability of cash reserves, and the
timing of debt maturities, refinancings, and/or property sales. There can be no
assurance, however, that the Partnership will generate sufficient funds from
operations after required capital expenditures to permit any further
distributions to its partners during the remainder of 2000 or subsequent
periods.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, its General Partner and several of their affiliated
partnerships and corporate entities. The action purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition of interests in certain general partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one time, affiliates of Insignia; past tender offers by the Insignia
affiliates to acquire limited partnership units; the management of partnerships
by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek
monetary damages and equitable relief, including judicial dissolution of the
Partnership. On June 25, 1998, the General Partner filed a motion seeking
dismissal of the action. In lieu of responding to the motion, the plaintiffs
have filed an amended complaint. The General Partner filed demurrers to the
amended complaint which were heard February 1999.
Pending the ruling on such demurrers, settlement negotiations commenced. On
November 2, 1999, the parties executed and filed a Stipulation of Settlement,
settling claims, subject to final court approval, on behalf of the Partnership
and all limited partners who owned units as of November 3, 1999. Preliminary
approval of the settlement was obtained on November 3, 1999 from the Court, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing, the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement. On
December 14, 1999, the General Partner and its affiliates terminated the
proposed settlement. In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement. On June 27, 2000, the Court entered an order disqualifying them
from the case. The Court will entertain applications for lead counsel which must
be filed by August 4, 2000. The Court has scheduled a hearing on August 21, 2000
to address the issue of appointing lead counsel. The General Partner does not
anticipate that costs associated with this case will be material to the
Partnership's overall operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 10.27, Contract of Sale between Registrant and The
Cadle Company, an Ohio Corporation, effective May 16, 2000,
regarding the sale of Town and Country Shopping Center.
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
None filed during the quarter ended June 30, 2000.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGELES INCOME PROPERTIES, LTD. 6
By: Angeles Realty Corporation II
General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
and Controller
Date:
<PAGE>
Exhibit 10.27
PURCHASE AND SALE CONTRACT
BETWEEN
AS SELLERS
AND
Angeles Income Properties Ltd. 6
AS PURCHASER
TABLE OF CONTENTS
Page
ARTICLE 1 DEFINED TERMS......................................................1
ARTICLE 2 PURCHASE AND SALE OF PROPERTY......................................4
ARTICLE 3 PURCHASE PRICE & DEPOSIT...........................................5
ARTICLE 4 FINANCING..........................................................6
ARTICLE 5 FEASIBILITY PERIOD.................................................6
ARTICLE 6 TITLE..............................................................8
ARTICLE 7 CLOSING...........................................................12
ARTICLE 8 REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS AND PURCHASER17
ARTICLE 9 CONDITIONS PRECEDENT TO CLOSING..................................21
ARTICLE 10 BROKERAGE........................................................22
ARTICLE 11 POSSESSION.......................................................22
ARTICLE 12 DEFAULTS AND REMEDIES............................................22
ARTICLE 13 RISK OF LOSS OR CASUALTY.........................................23
ARTICLE 14 RATIFICATION.....................................................23
ARTICLE 15 EMINENT DOMAIN...................................................24
ARTICLE 16 MISCELLANEOUS....................................................24
EXHIBITS
EXHIBIT A - LEGAL DESCRIPTION...............................................30
EXHIBIT B - ESCROW AGREEMENT................................................31
EXHIBIT 1.1.4 - SCHEDULE OF COMMERCIAL LEASES...............................37
EXHIBIT 1.1.7 - EXCLUDED PERMITS............................................38
EXHIBIT 1.1.9 - FIXTURES AND TANGIBLE PERSONAL PROPERTY.....................39
EXHIBIT 1.1.16 - SCHEDULE OF PROPERTY CONTRACTS.............................40
EXHIBIT 6.2.1 - EXCEPTIONS..................................................41
EXHIBIT 7.2.1.1 - FORM OF GENERAL WARRANTY DEED.............................42
EXHIBIT 7.2.1.2 - FORM OF BILL OF SALE......................................47
EXHIBIT 7.2.1.3 - FORM OF GENERAL ASSIGNMENT................................52
EXHIBIT 7.2.1.6 - SELLERS'S CERTIFICATE OF NON-FOREIGN STATUS...............59
EXHIBIT 8.1.1.3 - PARTIES IN POSSESSION OF PROPERTY.........................60
EXHIBIT 9.1.4 - FORM OF ESTOPPEL CERTIFICATE................................61
<PAGE>
PURCHASE AND SALE CONTRACT
THIS PURCHASE AND SALE CONTRACT ("Purchase Contract") is entered into as of the
_______ day of ________, 2000 (the "Effective Date") by and between LS TRUST,
BARBARA D. MANN, OBERSTEIN TRUST, EMANUEL L. LUBIN REVOCABLE TRUST, ROBERT I.
LUBIN, DONALD LUBIN, DEANA L. RICH, SPR TRUST, HERBERT AND DEANS SHULMAN
REVOCABLE TRUST, DORFMAN FAMILY TRUST("Sellers") and ANGELES INCOME PROPERTIES
LTD. 6, a California Limited Partnership, have a principal address at c/o AIMCO,
1873 South Bellaire Street, Suite 1700, Denver, Colorado, 80222,("Purchaser").
NOW, THEREFORE WITNESSETH: That for and in consideration of mutual
covenants and agreements herein after set forth, Sellers and Purchaser hereby
agree as follows:
RECITALS
R-1...Sellers holds legal title to a parcel of real estate more particularly
described in EXHIBIT A attached hereto and made a part hereof located in the
County of Linn, Iowa, on each of which parcel improvements have been
constructed.
R-2...Purchaser desires to purchase and Sellers have agreed to sell such land,
improvements and certain associated property, defined below as the "Property" on
the terms and conditions set forth below (which terms and conditions shall
control in the event of any conflict with these Recitals), such that on the
Closing Date as defined in this Purchase Contract the Property will be conveyed
by general warranty or equivalent deed to Purchaser or its designee.
R-3...Purchaser has agreed to pay to Sellers the Purchase Price for the
Property, and Sellers have agreed to sell the Property to Purchaser on the terms
and conditions set forth below.
R-4...Purchaser has made such investigations regarding the Property, and
Purchaser's intended uses of the Property as Purchaser has deemed necessary and
desirable, has approved the same in all respects, subject only to the
representations, warranties and covenants set forth in this Purchase Contract
and does hereby agree to consummate the transactions contemplated by this
Purchase Contract as set forth below.
ARTICLE 1
DEFINED TERMS
1.1 Terms with initial capital letters in this Purchase Contract shall have the
meanings set forth in this Article 1 below.
1.1.1 "Business Day" means any day other than a Saturday or Sunday or Federal
holiday or legal holiday in the State of Iowa.
1.1.2 "Closing" means the consummation of the purchase and sale and related
transactions contemplated by this Purchase Contract in accordance with the terms
and conditions of this Purchase Contract.
1.1.3 "Closing Date" means the date on which date the Closing of the conveyance
of the Property is required to be held under the terms and conditions of this
Purchase Contract and on which date full payment of the Purchase Price for the
Property shall have been paid to and received by Sellers in immediately
available U.S. funds, which Closing Date shall be on May 15, 2000, or on such
date as the closing of the sale of the property more specifically described in
Exhibit 1.1.3-1 a by Purchaser to its designee.
1.1.4 "Commercial Lease(s)" means the interest of Sellers in and to all leases,
subleases and other occupancy agreements, whether or not of record, which
provide for the use or occupancy of space or facilities on or relating to the
Property scheduled on EXHIBIT 1.1.4 attached hereto.
1.1.5 This subsection is intentionally left blank.
1.1.6 This subsection is intentionally left blank.
1.1.7 "Excluded Permits" means those Permits which, under applicable law, are
nontransferable and such other Permits as may be designated as Excluded Permits
on EXHIBIT 1.1.7, if any, attached hereto.
1.1.8 "Financing Commitments" means the written commitment(s) to finance the
purchase and operation of the Property from [NAME OF LENDER] dated [DATE OF LOAN
COMMITMENT].
1.1.9 "Fixtures and Tangible Personal Property" means all fixtures, furniture,
furnishings, fittings, equipment, machinery, apparatus, appliances and other
articles of personal property now located on the Land or in the Improvements as
of the date of this Purchase Contract and as of the date of the end of the
Feasibility Period described below and used or usable in connection with any
present or future occupation or operation of all or any part of the Property.
The term "Fixtures and Tangible Personal Property" does not include (i)
equipment leased by Sellers and the interest of Sellers in any equipment
provided to the Property for use, but not owned or leased by Sellers, or (ii)
property owned or leased by Tenants and guests, employees or other persons
furnishing goods or services to the Property or (iii) property and equipment
owned by Sellers, which in the ordinary course of business of the Property is
not used exclusively for the business, operation or management of the Property
or (iv) the property and equipment, if any, expressly identified in EXHIBIT
1.1.9
1.1.10 "Improvements" means all buildings and improvements, located on the Land
taken "as is."
1.1.11 "Land" means all of that certain tract of land located in Linn County,
Iowa, commonly known as Town & Country Shopping Center, Cedar Rapids, Iowa, more
particularly described in EXHIBIT A attached hereto and made a part hereof and
all rights, privileges and appurtenances pertaining thereto.
1.1.12 "Miscellaneous Property Assets" means all contract rights, leases,
concessions, warranties, plans, drawings and other items of intangible personal
property relating to the ownership or operation of the Property and owned by
Sellers, excluding, however, (i) receivables which includes past due rent, (ii)
Property Contracts, (iii) Commercial Leases, (iv) Permits, (v) cash or other
funds, whether in petty cash or house "banks," or on deposit in bank accounts or
in transit for deposit, (vi) refunds, rebates or other claims, or any interest
thereon, for periods or events occurring prior to the Closing Date, (vii)
utility and similar deposits, (viii) insurance or other prepaid Items, or (ix)
books and records, except to the extent that Sellers receives a credit on the
closing statement for any such item.
1.1.13 "Permits" means all licenses and permits granted by governmental
authorities having jurisdiction over the Property in respect of the matter to
which the applicable license or permit applies and owned by Sellers or used in
or relating to the ownership, occupancy or operation of the Property or any part
thereof not subject to a Commercial Lease.
1.1.14 "Permitted Exceptions" means those exceptions or conditions permitted to
encumber the title to the Property in accordance with the provisions of Section
6.2.
1.1.15 "Property" means the Land and Improvements described in the Recitals and
all rights of Sellers relating to the Land and the Improvements, including
without limitation, any rights, title and interest of Sellers, if any, in and to
(i) any strips and gores adjacent to the Land and any land lying in the bed of
any street, road, or avenue opened or proposed, in front of or adjoining the
Land, to the center line thereof; (ii) any unpaid award for any taking by
condemnation or any damage to the Property by reason of a change of grade of any
street or highway; (iii) all of the easements, rights, privileges, and
appurtenances belonging or in any way appertaining to the Property; together
with all Fixtures and Tangible Personal Property, the right, if any and only to
the extent transferable, of Sellers issued to Property Contracts (other than
those contracts, if any, which are identified for termination by Purchaser
during the Feasibility Period) and Commercial Leases, Permits other than
Excluded Permits and the Miscellaneous Property Assets owned by Sellers which
are located on the Property and used in its operation.
1.1.16 "Property Contracts" means all purchase orders, maintenance, service or
utility contracts and similar contracts, which relate to the ownership,
maintenance, construction or repair and/or operation of the Property and which
are not cancelable on ninety (90) days' or shorter Notice, except Commercial
Leases, identified on EXHIBIT 1.1.16.
1.1.17 "Purchase Contract" means this Purchase and Sale Contract by and between
Sellers and Purchaser.
1.1.18 "Purchase Price" means the total consideration to be paid by Purchaser to
Sellers for the purchase of the Property.
1.1.19 "Survey" shall have the meaning ascribed thereto in Section 6.11.
1.1.20 "Tenant" means any person or entity entitled to occupy any portion of the
Property under a Commercial Lease.
1.1.21 "Title Commitment" or "Title Commitments" shall have the meaning ascribed
thereto in Section 6.1.
1.1.22 "Title Insurer" shall have the meaning set forth in Section 6.1.
ARTICLE 2
PURCHASE AND SALE OF PROPERTY
2.1 Sellers agrees to sell and convey the Property to Purchaser and Purchaser
agrees to purchase the Property from Sellers, in accordance with the terms and
conditions set forth in this Purchase Contract.
ARTICLE 3
PURCHASE PRICE & DEPOSIT
3.1 The total purchase price ("Purchase Price") for the Property shall be One
Hundred Fifty Thousand Dollars ($150,000.00), subject to payment in accordance
with Section 3.1.2 hereinbelow. The Purchase Price shall be paid by Purchaser,
subject to credit and adjustment hereinafter provided subject to all the terms
and conditions herein contained.
3.1.1 Deposit
3.1.1.1 On the date hereof, Purchaser shall deliver to Fidelity National Title
Insurance Company ("Escrow Agent" or the "Title Company") a deposit in the sum
of One Thousand Five Hundred Dollars ($1,500.00) in cash (such sum being
hereinafter referred to as the "Deposit"). Purchaser and Sellers each approve
the form of Escrow Agreement attached as EXHIBIT B.
3.1.1.2 The Escrow Agent shall hold the Deposit and make delivery of the Deposit
to the party entitled thereto under the terms hereof. Escrow Agent shall invest
the Deposit in such short-term, high-grade securities, interest-bearing bank
accounts, money market funds or accounts, bank certificates of deposit or bank
repurchase agreements as Escrow Agent, in its discretion, deems suitable,
(provided that Escrow Agent shall invest the Deposit as jointly directed by
Sellers and Purchaser should Sellers and Purchaser each in their respective sole
discretion determine to issue such joint investment instructions to the Escrow
Agent), and all interest and income thereon shall become part of the Deposit and
shall be remitted to the party entitled to the Deposit, as set forth below.
3.1.1.3 If the sale of the Property is closed by the date fixed therefor (or any
extension date provided for by the mutual written consent of the parties hereto,
given or withheld in their respective sole discretion), monies held as the
Deposit shall be applied (and paid over to the Sellers) on the Date of Closing.
If the sale of the Property is not closed by the date fixed therefor (or any
such extension date) owing to failure of satisfaction of a condition precedent
to Purchaser's obligations, the Deposit shall be returned and refunded to
Purchaser, and neither party shall have any further liability hereunder, subject
to and except for Purchaser's liability under Section 5.3.
3.1.1.3 If the sale of the Property is not closed by the date fixed therefor (or
any such extension date) owing to failure of performance by Sellers, Purchaser
shall be entitled to the remedies set forth in ARTICLE 12 hereof. If the sale of
the Property is not closed by the date fixed therefor (or any such extension
date) owing to failure of performance by Purchaser, Sellers shall be entitled to
the remedies set forth in ARTICLE 12.
3.1.2 Purchaser shall, on the Date of Closing, pay Sellers the purchase price
subject to credit and adjustment as provided herein, jointly in cash or by wire
transfer of current funds.
ARTICLE 4
FINANCING
4.1 Purchaser assumes full responsibility to expeditiously and diligently
initiate and pursue all steps necessary to obtain the funds required for
settlement. Purchaser will use its best efforts to obtain the necessary
financing.
ARTICLE 5
FEASIBILITY PERIOD
5.1 Subject to the terms of Section 5.3 below, for forty-five (45) calendar days
following the Effective Date, Purchaser, and its agents, contractors, engineers,
surveyors, attorneys, and employees ("Consultants") shall have the right from
time to time to enter onto the Property. Purchaser may choose to waive this
right in writing at any time. Should Purchaser exercise its right, it may enter
onto the Property:
5.1.1 To conduct and make any and all customary studies, tests, examinations and
inspections, or investigations of or concerning the Property (including without
limitation, engineering and feasibility studies, evaluation of drainage and
flood plain, soil tests for bearing capacity and percolation and surveys,
including topographical surveys). Notwithstanding the foregoing, in no event
shall Purchaser conduct any invasive environmental assessment, test or other
inspection of the Property without the prior written consent of Sellers, which
consent may be withheld in Sellers' sole discretion.
5.1.2 To confirm any and all matters which Purchaser may reasonably desire to
confirm with respect to the Property.
5.1.3 To ascertain and confirm the suitability of the property for
Purchaser's intended use of the Property.
5.2 Should the results of any of the matters referred to in Section 5.1 above
appear unsatisfactory to Purchaser for any reason Purchaser shall provide
Sellers with written Notice during the Feasibility Period of each basis for such
determination by Purchaser (including, without limitation, title and survey
objections other than the permitted exceptions) or such objections shall be
deemed waived by Purchaser in which case Purchaser and Sellers shall proceed to
consummate the Closing on the Closing Date. If Purchaser gives Sellers such
Notice, Sellers shall within (10) business days following receipt of such Notice
cure such objection or satisfy such condition. Should Sellers not elect to cure
such objection or satisfy such condition, Purchaser may elect to waive the
objection or condition. Should Sellers so elect to cure such objection or
satisfy such condition, or should Purchaser subsequently waive such objection or
condition, then the Closing shall take place conditioned on such cure or based
on such waiver on terms agreed upon by the Parties.
5.3 Purchaser shall indemnify and hold Sellers harmless for any actions taken by
Purchaser and its Consultants on the Property. Purchaser shall indemnify, defend
and hold Sellers harmless from any and all claims, damages, costs and liability
which may arise due to such entries, surveys, tests, investigations and the
like. Sellers'Purchaser hereby agrees to restore the Property to the same
condition existing immediately prior to Purchaser's exercise of its rights
pursuant to this ARTICLE 5 at Purchaser's sole cost and expense. Purchaser shall
maintain casualty insurance and comprehensive public liability insurance with
broad form contractual and personal injury liability endorsements with respect
to the Property and Purchaser's activities carried on therein, in amounts
(including deductible amounts) and with such insurance carriers as shall be
approved by Sellers and naming Sellers and its affiliates as Loss Payees or
Additional Insureds (at the option of Sellers), with endorsements acceptable to
Sellers, including a waiver of defenses of the insurer based on the actions or
inaction of Purchaser. Such liability insurance shall provide coverages of not
less than $1,000,000.00 for injury or death to any one person and $3,000,000.00
for injury or death to more than one person and $500,000.00 with respect to
property damage, by water or otherwise). The provisions of this Section shall
survive the Closing or termination of this Purchase Contract.
5.4 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 by or for Purchaser. Purchaser shall give
notice to Sellers a reasonable time prior to entry onto the Property and shall
permit Sellers to have a representative present during all investigations and
inspections conducted with respect to the Property. 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 Sellers or
other persons
ARTICLE 6
TITLE
6.1 Purchaser shall provide a Preliminary Title Report for the Property within
ten (10) days after the Effective Date. Purchaser shall promptly secure a
commitment for title insurance for the Property in an amount equal to the
Purchase Price ("Title Commitment,") issued by Fidelity National Title Insurance
Company ("Title Insurer") for an owner's title insurance policy on the most
recent standard American Land Title Association ("ALTA") Policy form, together
with legible copies of all instruments identified as exceptions therein.
Purchaser agrees that it shall be solely responsible for payment of all costs
relating to procurement of the Title Commitment and any Owner's or Lender's
title policies.
6.2 Purchaser agrees to accept title to the Land and Improvements, so long as
the same is insurable at ordinary rates. Any conveyance by general warranty or
equivalent deed pursuant to this Purchase Contract shall be subject to the
following, all of which shall be deemed "Permitted Exceptions" and Purchaser
agrees to accept the deed and title subject thereto:
6.2.1 All exceptions shown in the Preliminary Title Report (other than
mechanics' liens and taxes due and payable in respect of the period preceding
Closing) and all exceptions noted in EXHIBIT 6.2.1 attached hereto; and
6.2.2 Such exceptions and matters as the Title Company shall be willing to
omit as exceptions to coverage; and
6.2.3 All Commercial Leases and any other occupancy, residency, lease, tenancy
and similar agreements entered into in the ordinary course of business; and
6.2.4 All Property Contracts and any other existing contracts created in the
ordinary course of business by Sellers, which are not identified for termination
by Purchaser during the Feasibility Period; and
6.2.5 Non-delinquent real estate and property taxes to the extent not due and
payable; and
6.2.6 Defects and exceptions which do not materially and adversely affect the
condition of title to the Property and its use as of the Effective Date; and
6.2.7 This subsection is intentionally left blank.
6.2.8 This subsection is intentionally left blank.
6.3 Unpaid liens for taxes, charges, and assessments shall not be objections to
title, but the amount thereof plus interest and penalties thereon shall be
deducted from the Purchase Price to be paid for the applicable Property
hereunder and allowed to Purchaser, subject to the provisions for apportionment
of taxes and charges contained herein. Provided said amounts do not exceed the
total cash amount being paid into escrow.
6.4 Unpaid franchise or business corporation taxes of any corporations in the
chain of title shall not be an objection to title, provided that the Title
Insurer agrees to insure against collection out of the Property or otherwise
against Purchaser or its affiliates, and provided further that the Title Insurer
agrees to omit such taxes as exceptions to coverage with respect to any lender's
mortgagee insurance policy.
6.5 If on the Closing Date there shall be conditional bills of sale or Uniform
Commercial Code financing statements filed with respect to any tenant's
property, such financing statements shall not be deemed to be an objection to
title.
6.6 If on the Closing Date, the state of title is other than in accordance with
the requirements set forth in this Purchase Contract or if any condition to be
fulfilled by Sellers shall not be satisfied, Purchaser shall provide Sellers
with written Notice thereof at such time, or such title objection or unfulfilled
condition shall be deemed waived by Purchaser in which case Purchaser and
Sellers shall proceed to consummate the Closing on the Closing Date. If
Purchaser timely gives Sellers such Notice, Sellers shallcure such objection or
unfulfilled condition for up to Ninety (90) calendar days after date of Sellers'
notice. Should Sellers be able to cure such title objection or condition, or
should Sellers be able to cause title insurance company to insure over same by
the Closing Date or any postponed Closing Date, or should Purchaser waive such
objection or condition within such period for cure, then the Closing shall take
place on or before thirty (30) calendar days after Notice of such cure or
waiver.
6.7 If during the period of cure Sellers are unable or unwilling to eliminate
such title objection or cause a title insurance company to insure over such
matter or satisfy such unfulfilled condition, Sellers shall give Purchaser
written Notice thereof, and Purchaser shall have the right to waive such
objection by written Notice delivered to Sellers and the title company issuing
the Preliminary Title Report on or before Seven (7) calendar days following the
date Sellers gives such Notice.Should Purchaser not elect to waive its
objections, it may terminate this agreement, and the parties hereto shall have
no further obligations to each other.
6.8 Sellers covenant that it will not voluntarily create or cause any lien or
encumbrance (other than Commercial Leases and Property Contracts in the ordinary
course of business) to attach to the Property between the date of this Purchase
Contract and the Closing Date; any such monetary lien or encumbrance so
attaching by voluntary act of Sellers shall be discharged by the Sellers at or
prior to Closing on the Closing Date or any postponed Closing Date. Except as
expressly provided above, Sellers shall not be required to undertake efforts to
remove any other lien, encumbrance, security interest, exception, objection or
other matter, to make any expenditure of money or institute litigation or any
other judicial or administrative proceeding and Sellers may elect not to
discharge the same.
Sellers may enter into new Commercial Leases and new Property Contracts in the
ordinary course of business during the Feasibility Period. Sellers may terminate
or agree to terminate Commercial Leases and Property Contracts in the ordinary
course of business during the Feasibility Period. Unless this Purchase And Sale
Contract is terminated as provided herein, then upon the expiration of the
Feasibility Period, Seller shall not, without the consent of Purchaser, (which
consent will not be unreasonably withheld) enter into any new Commercial Leases
or Property Contracts affecting the Property, or terminate or agree to terminate
any Commercial Leases. For purposes of this Section 6.8 Purchaser's failure to
respond in writing to Sellers'Sellers' written request for consent within five
(5) business days shall be deemed consent on the part of the Purchaser. All new
leases or contracts entered into in accordance with the provisions of this
Section 6.8 shall be deemed "Commercial Leases" and "Property Contracts"
respectively as defined herein.
6.9 Anything to the contrary notwithstanding, Purchaser shall not have any right
to terminate this Purchase Contract or object to any lien, encumbrance,
exception or other matter that is a Permitted Exception, that has been waived or
deemed to have been waived by Purchaser.
6.10 After the Feasibility Period, Purchaser shall not have any right to
terminate this Purchase Contract or object to any lien, encumbrance, exception
or other matter that is a Permitted Exception or that has been waived or deemed
to have been waived by Purchaser.
6.11 If Purchaser desires to obtain a survey of the Property ("Survey"),
Purchaser shall obtain such Survey at Purchaser's sole cost and expense, and
shall cause such Survey to be promptly delivered to Sellers within the
Feasibility Period. If the Survey is the basis on which Purchaser notifies
Sellers of an objection under this Purchase And Sale Contract, said Survey must
meet the following minimum standards: The Survey (i) shall be prepared in
accordance with and shall comply with the minimum requirements of the ALTA; (ii)
shall be in a form, and shall be certified as of a date satisfactory to Title
Insurer to enable Title Insurer to delete standard survey exceptions from the
title insurance policy to be issued pursuant to the Title Commitments, except
for any Permitted Exceptions; (iii) shall specifically show all improvements,
recorded easements to the extent locatable, set back lines, and such other
matters shown as exceptions by the Title Commitments; (iv) shall specifically
show the right of way for all adjacent public streets; (v) shall specifically
disclose whether (and, if so, what part of) any of the Property is in an area
designated as requiring flood insurance under applicable federal laws regulating
lenders; (vi) shall contain a perimeter legal description of the Property which
may be used in the special warranty deed; (vii) shall be certified to Purchaser,
Purchaser's lender, Sellers and Title Insurer as being true and correct; and
(viii) shall certify that the legal description set forth therein describes the
same, and comprises all of, the real estate comprising the Property to be
purchased by Purchaser pursuant to the terms of this Purchase Contract. In the
event the perimeter legal description of the Property contained in the Survey
differs from that contained in the deed or deeds by which Sellers took title to
the Property, the description to be used in the General Warranty Deed delivered
by Sellers to Purchaser must be agreed upon by the parties and insured by the
title insurance company.
6.11.1 Should such Survey disclose conditions that give rise to a title
exception other than a Permitted Exception, Purchaser shall have the right to
object thereto within the Feasibility Period in accordance with the procedures
set forth in ARTICLE 5 above.
6.11.2 If Purchaser elects to obtain the Survey, Purchaser agrees to make
payment in full of all costs of obtaining the Survey required by this Purchase
Contract on or before Closing or termination of this Purchase Contract.
ARTICLE 7
CLOSING
7.1 Dates, Places Of Closing, Prorations, and Delinquent Rent.
7.1.1 The Closing shall take place ten (10) days following the termination of
the Feasibility Period, or waiver thereof by Purchaser, in the offices of the
Title Company, in the jurisdiction of the Land at Fidelity National Title
Insurance Co., 700 Louisiana, Suite 2600, Houston, Texas 77002 or at such other
place as the parties shall mutually agree upon at a time mutually agreed upon on
the Closing Date. If requested by Purchaser, Seller shall agree to conduct
closing through a pre-closing, an escrow or other arrangement reasonably
requested by Purchaser, whereby the Sellers and Purchaser and their attorneys
need not be physically present at the Closing and may deliver documents by
overnight air courier or other means.
7.1.2 The Closing Date may be extended without penalty at the option of
Purchaser to a date not later than Ninety (90) Days following the Closing Date
specified above to satisfy a condition to be satisfied by Purchaser or Sellers,
or such later date as is mutually acceptable to Sellers and Buyer. The Closing
Date may be further extended without penalty at the option of Purchaser to allow
Purchaser the time necessary to simultaneously transfer title of the property
more fully described in Exhibit 1.1.3-1 to its designee.
7.1.3. All normal and customarily proratable items, including, without
limitation, Rents (as defined below), operating expenses, real property taxes,
personal property taxes and other operating expenses and fees shall be prorated
as of the Closing Date, Sellers being charged and credited for all of same
attributable to the period up to the Closing Date (and credited for any amounts
paid by Sellers attributable to the period on or after the Closing Date) 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, if any, shall be transferred by Sellers
to Purchaser at the Closing. Purchaser shall assume at Closing the obligation to
pay any accrued but unpaid tenant improvement allowances and leasing
commissions, together with any payments due parties to other agreements
affecting the Property which survive Closing. Any real estate ad valorem or
similar taxes for the Property, or any installment of assessments payable in
installments which installment is payable in the year of Closing, shall be
prorated to the date of Closing, based upon actual days involved. The proration
of real property taxes or installments of assessments shall be based upon the
assessed valuation and tax rate figures for the year in which the Closing occurs
to the extent the same are available; provided, that in the event that actual
figures (whether for the assessed value of the Property or for the tax rate) for
the year of Closing are not available at the Closing Date, the proration shall
be made using figures from the preceding year. The proration shall be final and
unadjustable except as provided in the following paragraph. For purposes of this
Section 7.1.3. and Section 7.1.4. and 7.1.5. the terms "Rent" and "Rents" shall
include, without limitation, base rents, additional rents, tenants'
proportionate share of operating expenses, percentage rents and common area
maintenance charges. The provisions of this Section 7.1.3. shall apply during
the Proration Period (as defined below).
7.1.4. If any of the items subject to proration hereunder cannot be prorated at
the Closing because the information necessary to compute such proration is
unavailable, or if any errors or omissions in computing prorations at the
Closing are discovered subsequent to the Closing, then such item shall be
reapportioned and such errors and omissions corrected as soon as practicable
after the Closing Date and the proper party reimbursed, which obligation shall
survive the Closing for a period (the "Proration Period") from the Closing Date
until one (1) year after the Closing Date. Neither party hereto shall have the
right to require a recomputation of a Closing proration or a correction of an
error or omission in a Closing proration unless within the Proration Period one
of the parties hereto (i) has obtained the previously unavailable information or
has discovered the error or omission, and (ii) has given Notice thereof to the
other party together with a copy of its good faith recomputation of the
proration and copies of all substantiating information used in such
recomputation. The failure of a party to obtain any previously unavailable
information or discover an error or omission with respect to an item subject to
proration hereunder and to give Notice thereof as provided above within the
Proration Period shall be deemed a waiver of its right to cause a recomputation
or a correction of an error or omission with respect to such item after the
Closing Date. Any Rents that have accrued, but have not yet been paid shall be
prorated in accordance with estimates based upon the prior years' information
(or reasonable estimates of Sellers if no such prior years' information is
available), and shall be subsequently readjusted and reapportioned upon receipt.
Purchaser shall pay Sellers for Rents that have accrued, but are not yet due and
payable, at Closing.
7.1.5. If on the Closing Date any Tenant is in arrears in any Rent payment under
any Tenant lease (the "Delinquent Rent"), any Delinquent Rent received by
Purchaser and Sellers from such Tenant after the Closing shall be applied to
amounts due and payable by such Tenant during the following periods in the
following order of priority: (i) first, to the period of time before the Closing
Date, and (ii) second, to the period of time after the Closing Date. If
Delinquent Rent or any portion thereof received by Sellers or Purchaser after
the Closing are due and payable to the other party by reason of this allocation,
the appropriate sum, less a proportionate share of any reasonable attorneys'
fees and costs and expenses expended in connection with the collection thereof,
shall be promptly paid to the other party. After the Closing, Sellers shall
continue to have the right, but not the obligation, in its own name, to demand
payment of and to collect Delinquent Rent owed to Sellers by any Tenant, which
right shall include, without limitation, the right to continue or commence legal
actions or proceedings against any Tenant (provided, that Sellers shall not
commence any legal actions or proceedings against any Tenant which continues as
a Tenant at the Property after Closing without the prior consent of Purchaser,
which will not be unreasonably withheld or delayed), and the delivery of the
Assignment as defined in Section 7.2.1.3 shall not constitute a waiver by
Sellers of such right. Purchaser agrees to cooperate with Sellers at no cost or
liability to Purchaser in connection with all efforts by Sellers to collect such
Delinquent Rent and to take all steps, whether before or after the Closing Date,
as may be necessary to carry out the intention of the foregoing, including,
without limitation, the delivery to Sellers, upon demand, of any relevant books
and records (including, without limitation, rent statements, receipted bills and
copies of tenant checks used in payment of such rent), the execution of any and
all consents or other documents, and the undertaking of any act reasonably
necessary for the collection of such Delinquent Rent by Sellers; provided,
however, that Purchaser's obligation to cooperate with Sellers pursuant to this
sentence shall not obligate Purchaser to terminate any Tenant lease with an
existing Tenant or evict any existing Tenant from the Property. The provisions
of this Section 7.1.5. shall apply during the Proration Period.
7.1.6. Purchaser shall pay the Escrow Agent's fee. Purchaser shall pay all costs
associated with recording the general warranty deed at Closing, including, but
not limited to, recording fees, and the real estate transfer fee , if any.
7.2 Items To Be Delivered Prior To Or At Closing.
7.2.1 Sellers. At Closing, Sellers shall deliver to Purchaser, each of the
following items, as applicable:
7.2.1.1 General warranty or equivalent deed in the form attached as EXHIBIT
7.2.1.1 to Purchaser or its designee. The acceptance of the deed at Closing,
shall be deemed to be full performance of, and discharge of, every agreement and
obligation on Sellers' part to be performed under this Purchase Contract, except
for those that this Purchase Contract specifically provides shall survive
Closing.
7.2.1.2 A Bill of Sale without recourse or warranty except as provided in this
Purchase And Sale Contract in the form attached as EXHIBIT 7.2.1.2 covering all
Property Contracts, Commercial Leases, Permits (other than Excluded Permits) and
Fixtures and Tangible Personal Property, if any, required to be transferred to
Purchaser with respect to such Property. Purchaser shall countersign the same so
as to effect an assumption by Purchaser, including, without limitation, of
Sellers' obligations thereunder.
7.2.1.3 An Assignment (to the extent assignable and in force and effect) without
recourse or warranty except as provided in this Purchase And Sale Contract in
the form attached as EXHIBIT 7.2.1.3 of all of Sellers' right, title and
interest in and to the Miscellaneous Property Assets, if any, subject to any
required consents. Purchaser shall countersign the same so as to effect an
assumption by Purchaser, including, without limitation, of Sellers' obligations
thereunder.
7.2.1.4 A closing statement executed by Sellers.
7.2.1.5 A vendor's affidavit or at Sellers' option an indemnity, as applicable,
in the customary form reasonably acceptable to Sellers to enable Title Insurer
to delete the standard exceptions (other than matters constituting any Permitted
Exceptions to the title insurance policy set forth in this Purchase Contract and
matters which are to be completed or performed post-Closing) to be issued
pursuant to the Title Commitment; provided that such affidavit does not subject
Sellers to any greater liability, or impose any additional obligations, other
than as set forth in this Purchase Contract; and
7.2.1.6 If applicable , a certification of Sellers' non-foreign status pursuant
to Section 1445 of the Internal Revenue Code of 1986, as amended, in the form
attached as EXHIBIT 7.2.1.6.
7.2.1.7 This subsection is intentionally left blank.
7.2.1.8 Any documentation required of Sellers by Escrow Agent or Title Company
in order to complete the sale of the property pursuant to the terms of the
within Purchase And Sale Contract.
7.2.1.9 This subsection intentionally left blank.
7.2.1.10 Except for the items expressly listed above to be delivered at Closing,
delivery of any other required items shall be deemed made by Sellers to
Purchaser, if Sellers leaves such documents at the Property in their customary
place of storage or in the custody of Purchaser's representatives.
7.2.2 Purchaser. At Closing, Purchaser shall deliver to Sellers the following
items with respect to each Property being conveyed or transferred by merger at
such Closing:
7.2.2.1 The full Purchase Price as required by ARTICLE 3 hereof plus or minus
the adjustments or prorations required by this Purchase Contract. If at Closing
there are any liens or encumbrances on the Property , Sellers shall use the
Purchase Price for the Property to satisfy same, and Sellers shall deliver to
Purchaser, or to Purchaser's designee, on such Closing instruments in recordable
form sufficient to satisfy such liens and encumbrances of record (or, as to any
mortgages or deeds of trust, appropriate payoff letters, acceptable to the Title
Insurer), together with the cost of recording or filing such instruments. The
existence of any such liens or encumbrances shall not be deemed objections to
title if Sellers shall comply with the foregoing requirements.
7.2.2.2 A closing statement executed by Purchaser.
7.2.2.3 If applicable, a countersigned counterpart of the Bill of Sale in the
form attached as EXHIBIT 7.2.1.2.
7.2.2.4 If applicable, a countersigned counterpart of the Assignment in the form
attached as EXHIBIT 7.2.1.3.
7.2.2.5 This subsection is intentionally left blank.
7.2.2.6 Any documentation required of Purchaser by Escrow Agent or Title Company
in order to complete the sale of the Property pursuant to the terms of the
within Purchase And Sale Contract.
7.2.2.7 Executed Environmental Indemnity Agreement and such other documents
required by Indemnitee to be provided by Sellers in sub-paragraph 7.2.1.9 above.
7.2.2.8 Such other instruments, documents or certificates as are required to be
delivered by Purchaser to Sellers in accordance with any of the other provisions
of this Purchase Contract.
ARTICLE 8
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS AND PURCHASER
8.1 Representations And Warranties Of Sellers.
8.1.1 For the purpose of inducing Purchaser to enter into this Purchase Contract
and to consummate the sale and purchase of the Property in accordance herewith,
Sellers represents and warrants to Purchaser the following as of the Effective
Date and as of the Closing Date:
8.1.1.1 Sellers identified in the Recitals are lawfully and duly organized, and
in good standing under the laws of the state of its formation set forth in the
initial paragraph of this Purchase Contract and in the state where the property
is located if required by local law; and has or at Closing shall have the power
and authority to sell and convey the Property and to execute the documents to be
executed by Sellers and prior to Closing will have taken as applicable, all
corporate, partnership, limited liability company or equivalent entity actions
required for the execution and delivery of this Purchase Contract, and the
consummation of the transactions contemplated by this Purchase Contract. The
compliance with or fulfillment of the terms and conditions hereof will not
conflict with, or result in a breach of, the terms, conditions or provisions of,
or constitute a default under, any Purchase Contract to which Sellers are a
party or by which Sellers or any Subsidiary Owner are otherwise bound. Sellers
have not made any other Purchase Contract for the sale of, or given any other
person the right to purchase, all or any part of any of the Property applicable
to the foregoing representation;
8.1.1.2 Sellers own insurable, fee title to the Property, including all real
property contained therein required to be sold to Purchaser, subject only to the
Permitted Exceptions;
8.1.1.3 There are no adverse or other parties in possession of the Property,
except for occupants, guests and tenants under the Commercial Leases or
otherwise as set forth in EXHIBIT 8.1.1.3;
8.1.1.4 The joinder of no person or entity other than the Sellers is necessary
to convey the Property, fully and completely to Purchaser at Closing, or to
fulfill Sellers' obligations and Sellers have all necessary right and authority
to convey and assign to Purchaser his/her/its portion of all contract rights and
warranties required to be conveyed and assigned to Purchaser hereunder;
8.1.1.5 Purchaser has no duty to collect withholding taxes for Sellers pursuant
to the Foreign Investors Real Property Tax Act of 1980, as amended;
8.1.1.6 To Sellers' knowledge, there are no actions, proceedings, litigation or
governmental investigations or condemnation actions either pending or threatened
against the Property, as applicable, or against Sellers, so as to prevent
Sellers from conveying Title to the Property to Purchaser;
8.1.1.7 No claims for labor performed, materials furnished or services rendered
in connection with constructing, improving or repairing any of the Property
remain unpaid beyond the date for which payment was due and in respect of which
liens may or could be filed against any of the Property.
8.1.2 Except for the representations and warranties expressly set forth above in
Subsection 8.1.1, the Property is expressly purchased and sold "AS IS," "WHERE
IS," and "WITH ALL FAULTS." The Purchase Price and the terms and conditions set
forth herein are the result of arm's-length bargaining between entities familiar
with transactions of this kind, and said price, terms and conditions reflect the
fact that Purchaser shall have the benefit of, and is relying upon, no
information provided by Sellers and no statements, representations or
warranties, express or implied, made by or enforceable directly against Sellers,
including, without limitation, any relating to the value of the Property, the
physical or environmental condition of the Property, the state, federal, county
or local law, ordinance, order, permit or suitability, compliance or lack of
compliance of the Property with any regulation, or any other attribute or matter
of or relating to the Property (other than any covenants of title contained in
the deeds conveying the Property and the representations set forth above).
Purchaser represents and warrants that as of the date hereof and as of the
Closing Date, it has and shall have reviewed and conducted such independent
analyses, studies, reports, investigations and inspections as it deems
appropriate in connection with the Property. If Sellers provide or have provided
any documents, opinions or work product of consultants, surveyors, architects,
engineers, title companies, governmental authorities or any other person or
entity with respect to the Property, Purchaser and Sellers agree that Sellers
have done so or shall do so only for the convenience of both parties, Purchaser
shall not rely thereon and the reliance by Purchaser upon any such documents,
opinions or work product shall not create or give rise to any liability of or
against Sellers, any Subsidiary Owner, Sellers' partners or affiliates or any of
their respective partners, officers, directors, participants, employees,
contractors, attorneys, consultants, representatives, agents, successors,
assigns or predecessors-in-interest. Purchaser shall rely only upon any title
insurance obtained by Purchaser with respect to title to the Property. Purchaser
acknowledges and agrees that no representation has been made and no
responsibility is assumed by Sellers with respect to current and future
applicable zoning or building code requirements or the compliance of the
Property with any other laws, rules, ordinances or regulations, the financial
earning capacity or expense history of the Property, the continuation of
contracts, continued occupancy levels of the Property, or any part thereof, or
the continued occupancy by tenants of any Commercial Leases or, without limiting
any of the foregoing, occupancy at Closing. Prior to Closing, Sellers shall have
the right, but not the obligation, to enforce its rights against any and all
Property occupants, guests or tenants. Purchaser agrees that the departure or
removal, prior to Closing, of any of such guests, occupants or tenants shall not
be the basis for, nor shall it give rise to, any claim on the part of Purchaser,
nor shall it affect the obligations of Purchaser under this Purchase Contract in
any manner whatsoever; and Purchaser shall close title and accept delivery of
the deed with or without such tenants in possession and without any allowance or
reduction in the Purchase Price under this Purchase Contract. Purchaser hereby
releases Sellers from any and all claims and liabilities relating to the
foregoing matters, except as provided in Section 8.1.3 below.
8.1.3 Sellers and Purchaser agree that those representations contained in
Section 8.1 shall survive Closing for a period of One (1) year (that is, any
proceeding based on the breach of a representation contained in Section 8.1 that
survives Closing must be commenced within One (1) year subsequent to the date of
such representation). 8.1.4 Any statement contained in the representations and
warranties of this Section 8.1 and made to the "knowledge" of Sellers shall mean
ONLY the actual knowledge of Sellers based upon the information communicated to
Sellers by Joann Mauck, a representative of the management company managing the
Property as of the Effective Date, in a certification addressed to Sellers and
dated as of the Effective Date; and otherwise any reference to the "knowledge"
of Sellers shall not be deemed to imply any duty of investigation or inquiry by
Sellers and shall not be construed to include the knowledge of any member,
partner, officer, director, agent, employee or representative of Sellers or any
affiliate of Sellers, imputed to Sellers or constructively attributed to
Sellers.
8.2 Representations And Warranties Of Purchaser
8.2.1 For the purpose of inducing Sellers to enter into this Purchase Contract
and to consummate the sale and purchase of the Property in accordance herewith,
Purchaser represents and warrants to Sellers the following as of the Effective
Date and as of the Closing Date:
8.2.2 With respect to Purchaser and its business, Purchaser represents and
warrants, in particular, that:
8.2.2.1 Purchaser is a California Limited Partnership..
8.2.2.2 Purchaser, acting through any of its or their duly empowered and
authorized officers or members, has all necessary power and authority to own and
use its properties and to transact the business in which it is engaged, and has
full power and authority to enter into this Purchase Contract, to execute and
deliver the documents and instruments required of Purchaser herein, and to
perform its obligations hereunder; and no consent of any of Purchaser's officers
or members is required to so empower or authorize Purchaser.
8.2.2.3 No pending or, to the knowledge of Purchaser, threatened litigation
exists which if determined adversely would restrain the consummation of the
transactions contemplated by this Purchase Contract or would declare illegal,
invalid or non-binding any of Purchaser's obligations or covenants to Sellers.
8.2.2.4 Purchaser is duly authorized to execute and deliver, acting through its
duly empowered and authorized officers and members, respectively, and perform
this Purchase Contract and all documents and instruments and transactions
contemplated hereby or incidental hereto, and such execution, delivery and
performance by Purchaser does not (i) violate any of the provisions of their
respective certificates of incorporation or bylaws, (ii) violate any provision
of any law, governmental rule or regulation currently in effect, (iii) violate
any judgment, decree, writ, injunction, award, determination or order currently
in effect that names or is specifically directed at Purchaser or its property,
and (iv) require the consent, approval, order or authorization of, or any filing
with or notice to, any court or other governmental authority.
8.2.2.5 The joinder of no person or entity other than Purchaser is necessary to
consummate the transactions to be performed by Purchaser and Purchaser has all
necessary right and authority to perform such acts as are required and
contemplated by this Purchase Contract.
8.2.3 Purchaser has not dealt with any broker, finder or any other person, in
connection with the purchase of or the negotiation of the purchase of the
Property that might give rise to any claim for commission against Sellers or
lien or claim against the Property. Purchaser will indemnify Sellers against any
such person making any claim for commission with respect to this transaction
claiming said commissions by or through acts of Purchaser.
ARTICLE 9...
CONDITIONS PRECEDENT TO CLOSING
9.1 Purchaser's obligation to close under this Purchase Contract, shall be
subject to and conditioned upon the fulfillment of each and all of the
following conditions precedent:
9.1.1 All of the documents required to be delivered by Sellers to Purchaser at
Closing pursuant to the terms and conditions hereof shall have been delivered
and shall be in form and substance reasonably satisfactory to Purchaser;
9.1.2 Each of the representations and warranties of Sellers contained herein
shall be true in all material respects as of the Closing Date;
9.1.3 Sellers shall have complied with, fulfilled and performed in all material
respects each of the covenants, terms and conditions to be complied with,
fulfilled or performed by Sellers hereunder;
9.1.4 The sale of the property more specifically described in Exhibit 1.1.3-1
attached hereto from Purchaser to its designee shall close contemporaneously
with this transaction. Should said sale not close, Purchaser shall not be
obligated to close the sale described herein.
9.1.5 Notwithstanding anything to the contrary, there are no other conditions on
Purchaser's obligation to Close except as expressly set forth in this Purchase
Contract.
9.2 Without limiting any of the rights of Sellers elsewhere provided for in this
Purchase Contract, Sellers' obligation to close with respect to conveyance of a
particular Property under this Purchase Contract shall be subject to and
conditioned upon the fulfillment of each and all of the following conditions
precedent:
9.2.1 Purchaser's representations and warranties set forth in this Purchase
Contract shall have been true and correct in all material respects when made,
and shall be true and correct in all material respects on the Closing Date and
as of the Effective Date as though such representations and warranties were made
at and as of such date and time.
9.2.2 Purchaser shall have fully performed and complied with all covenants,
conditions, and other obligations in this Purchase Contract to be performed or
complied with by it at or prior to Closing including, without limitation,
payment in full of the Purchase Price.
9.2.3 There shall not be pending or, to the knowledge of either Purchaser or
Sellers, any litigation or threatened litigation which, if determined adversely,
would restrain the consummation of any of the transactions contemplated by this
Purchase Contract or declare illegal, invalid or nonbinding any of the covenants
or obligations of the Purchaser.
9.2.4 This subsection is intentionally left blank.
ARTICLE 10
BROKERAGE
10.1 Purchaser represents and warrants to Seller that it has not dealt with or
utilized the services of any real estate broker, sales person or finder in
connection with this Purchase Contract, however, if applicable, Purchaser
agrees to indemnify the Seller from and against all claims for brokerage
commissions and finder's fees arising from or attributable to the acts or
omissions of the indemnifying party.
10.2 If applicable, Broker shall not be deemed a party or third party
beneficiary of this Purchase Contract.
10.3 If applicable, Broker assumes no responsibility for the condition of the
Property or representation for the performance of this Purchase Contract by the
Sellers or Purchaser.
ARTICLE 11
POSSESSION
11.1 Possession of the Property subject to the Permitted Exceptions shall be
delivered to Purchaser at the Closing, subject to Purchaser's right of entry for
inspection as set forth in ARTICLE 5.
ARTICLE 12
DEFAULTS AND REMEDIES
12.1 In the Event Purchaser terminates this Purchase Contract following the
Feasibility Period for any reason other than Sellers' inability to convey title
as required by this Purchase Contract or Purchaser's failure to close the sale
of the property described in Exhibit 1.1.3-1 to its designee as described in
Article 9, or defaults hereunder prior to the Closing Date and consummation of
the Closing does not occur by reason of such termination or default by
Purchaser, Sellers and Purchaser agree that it would be impractical and
extremely difficult to estimate the damages which Sellers may suffer. Therefore,
Sellers and Purchaser hereby agree that, except for the Purchaser's obligations
to Sellers under Section 5.3, the reasonable estimate of the total net detriment
that Sellers would suffer in the event that Purchaser terminates this Purchase
Contract or defaults hereunder prior to the Closing Date is and shall be, as
Sellers' sole remedy (whether at law or in equity), the right to receive from
the Escrow Agent and retain the full amount of the Deposit. The payment and
performance of the above as liquidated damages are not intended as a forfeiture
or penalty within the meaning of applicable law and are intended to settle all
issues and questions about the amount of damages suffered by Sellers in the
applicable event, except only for damages under Section 5.3 above, irrespective
of the time when the inquiry about such damages may take place. Upon any such
failure by Purchaser hereunder, this Purchase Contract shall be terminated, and
neither party shall have any further rights or obligations hereunder, each to
the other, except for the Purchaser's obligations to Sellers under Section 5.3
above, and the right of Sellers to collect such liquidated damages to the extent
not theretofore paid by Purchaser.
12.2 Provided that Purchaser has not terminated this Purchase Contract and is
not otherwise in default hereunder, if the Closing does not occur as a result of
Sellers' default hereunder, Purchaser's sole remedy shall be to elect to
terminate this Purchase Contract and receive reimbursement of the Deposit (or so
much thereof as has been received by Escrow Agent) or to seek specific
performance of this Purchase Contract.
ARTICLE 13
RISK OF LOSS OR CASUALTY
13.1 The risk of loss or damage to the Property by fire or other casualty until
the deed of conveyance is recorded is assumed by the Sellers, provided that the
Sellers' responsibility shall be only to the extent of any recovery from
insurance now carried on the Property. Upon assignment to Purchaser of any
insurance proceeds in respect of fire or other casualty occurring between the
date of ratification of this contract and the time of settlement, Purchaser
shall have no right to terminate this Purchase Contract on account thereof, but
Sellers shall assign to Purchaser its interest in and to any insurance policies
and proceeds thereof payable as a result of such damage or destruction. Sellers
shall not, in any event, be obligated to effect any repair, replacement, and/or
restoration, but may do so at its option in which case Sellers may apply the
insurance proceeds to the costs of restoration.
ARTICLE 14
RATIFICATION
14.1 This Purchase Contract shall be null and void unless fully ratified by
Purchaser and Sellers on or before [OFFER DEADLINE DATE].
ARTICLE 15
EMINENT DOMAIN
15.1 In the event that at the time of Closing all or any part of the Property is
(or has previously been) acquired, or is about to be acquired, by authority of
any governmental agency in purchase in lieu thereof (or in the event that at
such time there is any notice of any such acquisition by any such governmental
agency), Purchaser shall have the right, at Purchaser's option, to terminate
this Purchase Contract by giving written Notice within Fifteen (15) days of the
occurrence of such event and recover the Deposit hereunder, or to settle in
accordance with the terms of this Purchase Contract for the full Purchase Price
and receive the full benefit or any condemnation award. It is expressly agreed
between the parties hereto that this paragraph shall in no way apply to
customary dedications for public purposes which may be necessary for the
development of the Property.
ARTICLE 16
MISCELLANEOUS
16.1 Exhibits And Schedules
All Exhibits and Schedules annexed hereto are a part of this Purchase Contract
for all purposes.
16.2 Assignability
This Purchase Contract is assignable with the prior written approval of the
non-assigning party. Any assignment by Purchaser shall only be to an affiliate
or subsidiary under the control or management of Purchaser, but Purchaser will
remain liable for its obligations and its performance of the terms and
conditions of this Purchase Contract.
16.3 Binding Effect
This Purchase Contract shall be binding upon and inure to the benefit of Sellers
and Purchaser, and their respective successors, heirs and permitted assigns.
16.4 Captions
The captions, headings and arrangements used in this Purchase Contract are for
convenience only and do not in any way affect, limit, amplify or modify the
terms and provisions hereof.
16.5 Number And Gender Of Words
Whenever herein the singular number is used, the same shall include the plural
where appropriate, and words of any gender shall include each other gender where
appropriate.
16.6 Notices
All Notices, demands, requests and other communications required pursuant to the
provisions of this Purchase Contract ("Notice") shall be in writing and shall be
deemed to have been properly given or served for all purposes (i) if sent by
Federal Express or the nationally recognized overnight carrier for next business
day delivery, on the first business day following deposit of such Notice with
such carrier, or (ii) if personally delivered, on the actual date of delivery or
(iii) if sent by certified mail, return receipt requested postage prepaid and
received by the Fifth (5th) business day following the date of mailing addressed
as follows:
If to Sellers: If to Purchaser:
Lubin Brothers Trust Angeles Income Properties Ltd.
c/o Don Lubin 6
6307 North Mockingbird Lane c/o AIMCO
Paradise Valley, AZ 85253 1873 South Bellaire Street
Suite 1700
SPR Trust Denver, CO 80222
c/o Iowa State Bank & Trust Attn: Tim Works
Company Harry Alcock
P.O. Box 1700-Trust Department Martha Carlin
Iowa City, IO 52244 Phone: 303 691 4357
Fax: 303 504 4889
LS Trust
c/o Iowa State Bank & Trust
Company
P.O. Box 1700-Trust Department
Iowa City, IO 52244
Deana Shulman Revocable Trust
Deana Shulman, Trustee
6800 Fleetwood Road, #811
McLean, VA 22101
Barbara Mann
2180 Black Diamond Road SW
Oxford, LA 52322
Oberstein Trust
c/o First Community Bank
30855 Date Palm Drive
Cathedral City, CA 92234
Dorfman Family Trust
6505 East Maverick
Paradise Valley, AZ 85253
Deanna L. Rich
12912 Long Boat Way
Del Mar, CA 92012
and
with a copy to:
David Marquette
Argent Real Estate
1401 Brickell Avenue, Suite 520
Miami, Florida 33131
Phone: 305-371-9299
FAX: 305-371-6898
Alan H. Weinberg, Esq.
WELTMAN, WEINBERG & REIS
CO., L.P.A.
323 W.Lakeside Avenue/Suite 200
Cleveland, OH 44113-1099
Phone: 215-363-4001, Ext. 201
Fax: 216-363-6913
Any of the parties may designate a change of address by Notice in writing to the
other parties. Whenever in this Purchase Contract the giving of Notice by mail
or otherwise is required, the giving of such Notice may be waived in writing by
the person or persons entitled to receive such Notice.
16.7 Governing Law And Venue
The laws of the State of Iowa shall govern the validity, construction,
enforcement, and interpretation of this Purchase Contract, unless otherwise
specified herein except for the conflict of laws provisions thereof. All claims,
disputes and other matters in question arising out of or relating to this
Purchase Contract, or the breach thereof, shall be decided by proceedings
instituted and litigated in the United States District Court for the District in
which the property is located and the parties hereto expressly consent to the
venue and jurisdiction of such court.
16.8 Entirety And Amendments
This Purchase Contract embodies the entire Purchase Contract between the parties
and supersedes all prior Purchase Contracts and understandings, if any, relating
to the Property, and may be amended or supplemented only by an instrument in
writing executed by the party against whom enforcement is sought.
16.9 Severability
If any of the provisions of this Purchase Contract is held to be illegal,
invalid, or unenforceable under present or future laws, such provision shall be
fully severable. The Purchase Contract shall be construed and enforced as if
such illegal, invalid, or unenforceable provision had never comprised a part of
this Purchase Contract; and the remaining provisions of this Purchase Contract
shall remain in full force and effect and shall not be affected by the illegal,
invalid, or unenforceable provision or by its severance from this Purchase
Contract. In lieu of such illegal, invalid, or unenforceable provision, there
shall be added automatically as a part of this Purchase Contract a provision as
similar in terms to such illegal, invalid, or unenforceable provision as may be
possible to make such provision legal, valid, and enforceable.
16.10 Multiple Counterparts
This Purchase Contract may be executed in a number of identical counterparts. If
so executed, each of such counterparts shall be deemed an original for all
purposes and all such counterparts shall, collectively, constitute one Purchase
Contract. In making proof of this Purchase Contract, it shall not be necessary
to produce or account for more than one of such counterparts.
16.11 Further Acts
In addition to the acts and deeds recited herein and contemplated and performed,
executed and/or delivered by Sellers and Purchaser, Sellers and Purchaser agree
to perform, execute and/or deliver or cause to be performed, executed and/or
delivered any and all such further acts, deeds and assurances as may be
necessary to consummate the transactions contemplated hereby.
16.12 Construction
No provision of this Purchase Contract shall be construed in favor of, or
against, any particular party by reason of any presumption with respect to the
drafting of this Purchase Contract; both parties, being represented by counsel,
have fully participated in the negotiation of this instrument.
16.13 Confidentiality
Purchaser shall not disclose the terms and conditions contained in this Purchase
Contract, and shall keep the same confidential, provided that Purchaser may
disclose the terms and conditions of this Purchase Contract (i) as required by
law, (ii) to consummate the terms of this Purchase Contract, or any financing
relating thereto, or (iii) to Purchaser's or Sellers' lenders, attorneys and
accountants. Any information provided by Sellers to Purchaser under the terms of
this Purchase Contract is for informational purposes only. In providing such
information to Purchaser, Sellers makes no representation or warranty, express,
written, oral, statutory or implied, and all such representations and warranties
are hereby expressly excluded. Purchaser shall not in any way be entitled to
rely upon the accuracy of such information. Such information is also
confidential and Purchaser shall be prohibited from making such information
public to any other person or entity other than its agents and legal
representatives, without Sellers' prior written authorization, which may be
granted or denied in Sellers' sole discretion.
16.14 Time Of The Essence
It is expressly agreed by the parties hereto that time is of the essence with
respect to this Purchase Contract.
16.15 Cumulative Remedies And Waiver
Except as otherwise provided herein, no remedy herein conferred or reserved is
intended to be exclusive of any other available remedy or remedies, but each and
every such remedy shall be cumulative and shall be in addition to every other
remedy given under this Purchase Contract or now or hereafter existing at law or
in equity. No delay or omission to exercise any right or power accruing upon any
default, omission or failure of performance hereunder shall impair any right or
power or shall be construed to be a waiver thereof, but any such right and power
may be exercised from time to time and as often as may be deemed expedient. No
waiver, amendment, release or modification of this Purchase Contract shall be
established by conduct, custom or course of dealing.
16.16 Litigation Expenses
In the event either party hereto commences litigation against the other to
enforce its rights hereunder, the prevailing party in such litigation shall be
entitled to recover from the other party its reasonable attorneys' fees and
expenses incidental to such litigation.
16.17 Time Periods
Should the last day of a time period fall on a weekend or legal holiday, the
next Business Day thereafter shall be considered the end of the time period.
16.18 Exchange
At Sellers' sole cost and expense, Sellers may structure the sale of the
Property to Purchaser as a Like Kind Exchange under Internal Revenue Code
Section 1031 whereby Sellers will acquire certain property (the "Like Kind
Exchange Property") in conjunction with the sale of the Property (the "Like Kind
Exchange"). Purchaser shall cooperate fully and promptly with Sellers' conduct
of the Like Kind Exchange, provided that all costs and expenses generated in
connection with the Like Kind Exchange shall be borne solely by Sellers, and
Purchaser shall not be required to take title to or contract for the purchase of
any other property. If Sellers uses a qualified intermediary to effectuate the
exchange, any assignment of the rights or obligations of Sellers hereunder shall
not relieve, release or absolve Sellers of its obligations to Purchaser. In no
event shall the Closing Date be delayed by the Like Kind Exchange. Sellers shall
indemnify and hold harmless Purchaser from and against any and all liability
arising from and out of the Like Kind Exchange.
NOW THEREFORE, the parties hereto have executed this Purchase Contract as of the
date first set forth above.
Purchaser: ANGELES INCOME PROPERTIES, LTD. 6, A
California limited partnership
By: Angeles Realty Corporation II, a
California Corporation
Its: General Partner
By:________________________
Name:_____________________
Its:________________________
Sellers: LS TRUST
By:_________________________
William V. Phelan
Its: Trustee
-----------------------------
Barbara D. Mann
OBERSTEIN TRUST U/W/A
By:____________________________
Marshall Oberstein
Its: Trustee
By:_____________________________
Ethel Oberstein
Its: Trustee
EMANUEL L. LUBIN REVOCABLE
TRUST U/D/O
By:_____________________________
Donald Lubin
Its: Trustee
---------------------------------
Robert I. Lubin
---------------------------------
Donald Lubin
--------------------------------
Deana L. Rich
SPR TRUST
By:______________________________
Louis Shulman
Its: Trustee
By:_______________________________
Iowa State Bank
Its: Trustee
HERBERT AND DEANA SHULMAN
REVOCABLE TRUST
By:________________________________
Deana Shulman
Its: Trustee
DORFMAN FAMILY TRUST
By:_________________________________
Bruce Robert Dorfman
Its: Trustee
By:_________________________________
Deborah June Dorfman Burdick
Its: Trustee
Purchaser:
By:
Printed:
Title:
STATE OF ____________________ )
)
COUNTY OF __________________ )
Before me ______________________________ on this day personally appeared
_________________________________ known to me to be the person whose name is
subscribed to the foregoing instrument, and known to me to be the
__________________ of ANGELES REALTY CORPORATION II, a California corporation as
General Partner of ANGELES INCOME PROPERTIES LTD. 6, a California limited
partnership, and acknowledged to me that he executed said instrument for the
purposes and consideration therein expressed, and as the act of said
corporation.
Given under my hand and seal of office this ____ day of
_______________,2000.
-----------------------------------
Notary Public
My Commission expires:_______________
STATE OF ____________________ )
)
COUNTY OF __________________ )
Before me ______________________________ on this day personally appeared
William V. Phelan known to me to be the person whose name is subscribed to the
foregoing instrument, and known to me to be the Trustee of LS TRUST , and
acknowledged to me that he executed said instrument for the purposes and
consideration therein expressed, and as the act of said Trust .
Given under my hand and seal of office this ____ day of
_______________, 2000.
-----------------------------------
Notary Public
My Commission expires: ________________
STATE OF ____________________ )
)
COUNTY OF __________________ )
Before me ______________________________ on this day personally appeared
Barbara D. Mann known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he/she executed said
instrument for the purposes and consideration therein expressed, as his/her own
act.
Given under my hand and seal of office this ____ day of
_______________, 2000.
-----------------------------------
Notary Public
My Commission expires: ________________
<PAGE>
STATE OF ____________________ )
)
COUNTY OF __________________ )
Before me ______________________________ on this day personally appeared
Marshall Oberstein known to me to be the person whose name is subscribed to the
foregoing instrument, and known to me to be the Trustee of OBERSTEIN TRUST
U/W/A, and acknowledged to me that he executed said instrument for the purposes
and consideration therein expressed, and as the act of said Trust .
Given under my hand and seal of office this ____ day of
_______________, 2000.
-----------------------------------
Notary Public
My Commission expires: ________________
STATE OF ____________________ )
)
COUNTY OF __________________ )
Before me ______________________________ on this day personally appeared
Ethel Oberstein known to me to be the person whose name is subscribed to the
foregoing instrument, and known to me to be the Trustee of OBERSTEIN TRUST
U/W/A, and acknowledged to me that he executed said instrument for the purposes
and consideration therein expressed, and as the act of said Trust .
Given under my hand and seal of office this ____ day of
_______________, 2000.
-----------------------------------
Notary Public
My Commission expires: ________________
<PAGE>
STATE OF ____________________ )
)
COUNTY OF __________________ )
Before me ______________________________ on this day personally appeared
Donald Lubin known to me to be the person whose name is subscribed to the
foregoing instrument, and known to me to be the Trustee of EMANUEL L. LUBIN
REVOCABLE TRUST U/D/O, and acknowledged to me that he executed said instrument
for the purposes and consideration therein expressed, and as the act of said
Trust .
Given under my hand and seal of office this ____ day of
_______________, 2000.
-----------------------------------
Notary Public
My Commission expires: ________________
STATE OF ____________________ )
)
COUNTY OF __________________ )
Before me ______________________________ on this day personally appeared
Robert I. Lubin known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he/she executed said
instrument for the purposes and consideration therein expressed, as his/her own
act.
Given under my hand and seal of office this ____ day of
_______________, 2000.
-----------------------------------
Notary Public
My Commission expires: ________________
STATE OF ____________________ )
)
COUNTY OF __________________ )
Before me ______________________________ on this day personally appeared
Donald Lubin known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he/she executed said
instrument for the purposes and consideration therein expressed, as his/her own
act.
Given under my hand and seal of office this ____ day of
_______________, 2000.
-----------------------------------
Notary Public
My Commission expires: ________________
STATE OF ____________________ )
)
COUNTY OF __________________ )
Before me ______________________________ on this day personally appeared
Deana L. Rich known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he/she executed said
instrument for the purposes and consideration therein expressed, as his/her own
act.
Given under my hand and seal of office this ____ day of
_______________, 2000.
-----------------------------------
Notary Public
My Commission expires: ________________
STATE OF ____________________ )
)
COUNTY OF __________________ )
Before me ______________________________ on this day personally appeared
Louis Shulman known to me to be the person whose name is subscribed to the
foregoing instrument, and known to me to be the Trustee of SPR TRUST, and
acknowledged to me that he executed said instrument for the purposes and
consideration therein expressed, and as the act of said Trust .
Given under my hand and seal of office this ____ day of
_______________, 2000.
-----------------------------------
Notary Public
My Commission expires: ________________
STATE OF ____________________ )
)
COUNTY OF __________________ )
Before me ______________________________ on this day personally appeared
Iowa State Bank known to me to be the person whose name is subscribed to the
foregoing instrument, and known to me to be the Trustee of SPR TRUST, and
acknowledged to me that he executed said instrument for the purposes and
consideration therein expressed, and as the act of said Trust .
Given under my hand and seal of office this ____ day of
_______________, 2000.
-----------------------------------
Notary Public
My Commission expires: ________________
STATE OF ____________________ )
)
COUNTY OF __________________ )
Before me ______________________________ on this day personally appeared
Deana Shulman known to me to be the person whose name is subscribed to the
foregoing instrument, and known to me to be the Trustee of HERBERT AND DEANA
SHULMAN REVOCABLE TRUST, and acknowledged to me that he executed said instrument
for the purposes and consideration therein expressed, and as the act of said
Trust .
Given under my hand and seal of office this ____ day of
_______________, 2000.
-----------------------------------
Notary Public
My Commission expires: ________________
STATE OF ____________________ )
)
COUNTY OF __________________ )
Before me ______________________________ on this day personally appeared
Bruce Robert Dorfman known to me to be the person whose name is subscribed to
the foregoing instrument, and known to me to be the Trustee of DORFMAN FAMILY
TRUST, and acknowledged to me that he executed said instrument for the purposes
and consideration therein expressed, and as the act of said Trust .
Given under my hand and seal of office this ____ day of
_______________, 2000.
-----------------------------------
Notary Public
My Commission expires: ________________
STATE OF ____________________ )
)
COUNTY OF __________________ )
Before me ______________________________ on this day personally appeared
Deborah June Dorfman Burdick known to me to be the person whose name is
subscribed to the foregoing instrument, and known to me to be the Trustee of
DORFMAN FAMILY TRUST, and acknowledged to me that he executed said instrument
for the purposes and consideration therein expressed, and as the act of said
Trust .
Given under my hand and seal of office this ____ day of
_______________, 2000.
-----------------------------------
Notary Public
My Commission expires: ________________
<PAGE>
EXHIBIT A
LEGAL DESCRIPTION
A Part of Lot 14 Irregular Survey in the Northwest Quarter, Section 11, township
83 North, Range 7 West of the 5th P.M., Cedar Rapids, Iowa, Linn County, Iowa,
described as follows:
Commencing as a point of reference at the Southeast corner of said Lot 14;
thence North 1(degree)03'43" West 11.40 feet along the East line of said Lot 14
to the point of beginning (for purposes of this legal description the South line
of said Lot 14 is assumed to bear North 90(degree)00'00" West); thence North
90(degree)00'00" West 418.89 feet along a line parallel with the South Line of
said Lot 14 to a point of intersection with a line of a party wall (party wall
agreement recorded in volume 964, Page 411 at the Linn County, Iowa Recorder's
Office) extended Southerly; thence North 0(degree)48'19" East 78.60 feet along
the line of said party wall to a point; thence Northeasterly 210.00 feet along
the are of a curve parallel with the Westerly line of said Lot 14 (chord bearing
North 5(degree)20'57" East 209.88 feet) to a point; thence North
90(degree)00'00" West 140.00 feet along a line parallel with the South line of
said Lot 14 to s point on the Westerly line of said Lot 14, said point being
300.00 feet Northerly from the southwest corner of said Lot 14; thence
Northeasterly 378.50 feet along the arc of a 1,849.85 foot radius curve concave
Southeasterly (chord bearing North 14(degree)27'47" East 377.86 feet) to a point
74.50 feet from the Southerly right-of-way line of 38th Street Drive S.E., said
Southerly right-of-way line being 60 feet Southerly from the Northerly line of
said Lot 14; thence South 89(degree)59'43" East 100.00 feet to a point, 70.00
feet South of said Southerly right-of-way line of 38th Street Drive S.E.; thence
North 0(degree)19'02" East 70.00 feet to a point on said Southerly right-of-way
line of 38th Street Drive S.E., said point being 73.00 feet East of the Westerly
line of said Lot 14; thence North 89(degree)41'19" East 14.79 feet along said
Southerly right-of-way line parallel with the Northerly line of said Lot 14 to a
point; thence South 89(degree)03'26" East 247.51 feet along said Southerly
right-of-way line parallel with the Northerly line of said Lot 14, to a point on
the Easterly line of said Lot 14; thence Southwesterly 432.86 feet along the arc
of a 1,482.39 foot radius curve concave Southeasterly (chord bearing South
7(degree)13'17" West 431.33 feet) and along the Easterly line of said Lot 14 to
a point of tangency; thence South 1(degree)03'43" East 292.30 feet along the
Easterly line of said Lot 14 to the point of beginning.
<PAGE>
EXHIBIT B
FORM OF ESCROW AGREEMENT
THIS ESCROW AGREEMENT ("Escrow Agreement") made this ____ day of ________, 1999,
by and among ANGELES INCOME PROPERTIES LTD. 6, a California limited partnership,
("Purchaser"); LS TRUST, BARBARA D. MANN, OBERSTEIN TRUST, EMANUEL L. LUBIN
REVOCABLE TRUST, ROBERT I. LUBIN, DONALD LUBIN, DEANA L. RICH, SPR TRUST,
HERBERT AND DEANS SHULMAN REVOCABLE TRUST, DORFMAN FAMILY TRUST ("Sellers"); and
FIDELITY NATIONAL TITLE INSURANCE CO. ("Escrow Agent");
WITNESSETH:
Whereas Purchaser and Sellers are parties to a certain Purchase and Sale
Contract (the "Purchase Contract") made and dated as of the ______ day of
_________, 2000; and
Whereas, the Purchase Contract requires that Purchaser provide a Deposit in
the amount of One Thousand Five Hundred Dollars ($1,500.00) in cash to be held
pursuant to an escrow agreement approved by Purchaser and Sellers.
Now, therefore, the parties agree to the following:
1. Establishment of Escrow. Escrow Agent hereby acknowledges receipt of One
Thousand Five Hundred Dollars ($1,500.00) in cash (the "Escrow Fund"), to be
deposited, held, invested, and disbursed for the benefit of Sellers and
Purchaser and their respective successors and assigns, as provided herein and as
provided in the Purchase Contract.
2. Investment of Escrow Fund. All funds received by Escrow Agent shall be held
in insured accounts and invested in such short-term, high-grade securities,
money market funds or accounts, interest bearing bank accounts, bank
certificates of deposit or bank repurchase agreements as Escrow Agent, in its
discretion, deems suitable (provided that Escrow Agent shall invest the Escrow
Fund as jointly directed by Sellers and Purchaser should Sellers and Purchaser
each in their respective sole discretion determine to issue such joint
investment instructions to the Escrow Agent) and all interest and income thereon
shall become part of the Escrow Fund and shall be remitted to the party entitled
to the Escrow Fund, as set forth below.
3. Application of Escrow Fund. Escrow Agent shall hold the Escrow Fund as
provided above. If the sale of the Property is closed by the closing date as
defined in the Purchase Contract fixed therefore (or any extension date provided
for by mutual written consent of the parties hereto, given or withheld in their
respective sole discretion), Escrow Agent shall deliver the Escrow Fund to
Sellers in immediately available funds by wire transfer in accordance with the
instructions of Sellers on the Closing Date as set forth in the Purchase
Contract. If the sale of the Property is not closed by the date fixed therefor
(or any such extension date) owing to failure of satisfaction of a condition
precedent to Purchaser's obligations, the Escrow Agent shall return and refund
the Escrow Fund to Purchaser. If the sale of the Property is not closed by the
date fixed therefor (or any such extension date) owing to failure of performance
by Sellers, Purchaser shall give Notice to the Escrow Agent and Sellers and in
such Notice shall state whether it elects as its remedy return of the Escrow
Fund or specific performance of the Purchase Contract, if Purchaser elects
return of the Escrow Fund, Escrow Agent shall return and refund the Escrow Fund
to Purchaser. If the sale of the Property is not closed by the date fixed
therefor (or any such extension date) owing to failure of performance by
Purchaser, Escrow Agent shall forthwith deliver to Sellers the Escrow Fund in
immediately available funds by wire transfer in accordance with the instructions
of Sellers. If Purchaser shall have canceled the Purchase Contract on or before
the expiration of the Feasibility Period (as defined in the Purchase Contract),
the Escrow Agent shall return and refund the Escrow Fund to Purchaser.
If on or prior to the termination of the Escrow Agreement, a party claims to be
entitled to payment of the Escrow Fund under the provisions referred to, such
party shall give Notice to the Escrow Agent and the other party of the claim in
writing, describing in such Notice the nature of the claim, and the provisions
of the Purchase Contract on which the claim is based. Unless the other party
sends the Escrow Agent a written objection to the claim, with a copy
concurrently to the claiming party, within Ten (10) days after delivery of the
Notice of claim, the claim shall be conclusively presumed to have been approved.
In such case, or in the event of mutual written consent of the parties hereto,
given or withheld in their respective sole discretion, Escrow Agent shall,
within Two (2) business days thereafter, pay the claim as demanded.
Notwithstanding the foregoing, Escrow Agent shall deliver the Escrow Fund to
Sellers forthwith upon Closing in accordance with the terms of subpart (a) of
the immediately preceding paragraph.
When all monies held by Escrow Agent have been finally distributed in
accordance herewith, this Escrow Agreement shall terminate.
4. Liability. Escrow Agent will be obligated to perform only the duties that are
expressly set forth herein. In case of conflicting demands upon Escrow Agent, it
may (i) refuse to comply therewith as long as such disagreement continues and
make no delivery or other disposition of any funds or property then held (and
Escrow Agent shall not be or become liable in any way for such failure or
refusal to comply with such conflicting or adverse claims or demands, except for
its failure to exercise due care, willful breach and willful misconduct); and
(ii) continue to so refrain and so refuse to act until all differences have been
adjusted by agreement and Escrow Agent has been notified thereof in writing
signed jointly by Sellers and Purchaser or (iii) intrepid the portion of Escrow
Fund in dispute.
5. No Obligation to Take Legal Action. Escrow Agent shall not be under any
obligation to take any legal action in connection with this Escrow Agreement or
for its enforcement, or to appear in, prosecute, or defend any action or legal
proceeding which, in its opinion, would or might involve it in any costs,
expense, loss or liability, unless and as often as required by it, it is
furnished with satisfactory security and indemnity against all such costs,
expenses, losses or liabilities.
6. Status of Escrow Agent. Escrow Agent is to be considered and regarded as a
depository only, and shall not be responsible or liable (except for its failure
to exercise due care, willful breach or willful misconduct) for the sufficiency
or correctness as to form, manner of execution, or validity of any instrument
deposited pursuant to this Escrow Agreement, nor as to the identity, authority,
or rights of any person executing the same. Escrow Agent's duties hereunder
shall be limited to the safekeeping and investment of money, instruments, and
securities received by it as Escrow Agent and for their disbursement in
accordance with the written escrow instructions given it in accordance with this
Escrow Agreement.
7. Written Instructions of Parties. Notwithstanding any contrary provision
contained herein, Escrow Agent shall, at all times, have full right and
authority and the duty and obligation to pay over and disburse the principal and
interest of the Escrow Fund in accordance with the joint written instructions
signed by Sellers and Purchaser.
8. Notices. Any required or permitted Notice or other communication under this
Escrow Agreement ("Notice") shall be given as follows. All Notices, requests,
demands and other communications hereunder shall be deemed to have been duly
given if the same shall be in writing and shall be delivered personally or sent
by federal express or other recognized national overnight courier service
maintaining records of delivery, or sent by registered or certified mail,
postage pre-paid, and addressed as set forth below:
(a) If to Purchaser:
Angeles Income Properties Ltd. 6
c/o AIMCO
1873 South Blear Street
Suite 1700
Denver, CO 80222
Attention: Tim Works, Harry Alcock, Martha Carlin
Phone: 303-691-4357
Fax: 303-504-4889
With a copy to:
Argent Real Estate
1401 Brickell Avenue, Suite 520
Miami, FL 33131
Attention: David Marquette
Phone: 305-371-9299
Fax: 305-371-6898
And with a copy to:
Alan H. Weinberg, Esq.
WELTMAN, WEINBERG & REIS CO., L.P.A.
323 W.Lakeside Avenue/Suite 200
Cleveland, OH 44113-1099
Phone: 216-363-4001, Ext. 201
Fax: 216-363-6913
(b) If to Sellers:
Lubin Brothers Trust
c/o Don Lubin
6307 North Mockingbird Lane
Paradise Valley, AZ 85253
SPR Trust
c/o Iowa State Bank & Trust Company
P.O. Box 1700-Trust Department
Iowa City, IO 52244
LS Trust
c/o Iowa State Bank & Trust Company
P.O. Box 1700-Trust Department
Iowa City, IO 52244
Deana Shulman Revocable Trust
Deana Shulman, Trustee
6800 Fleetwood Road, #811
McLean, VA 22101
Barbara Mann
2180 Black Diamond Road SW
Oxford, LA 52322
Oberstein Trust
c/o First Community Bank
30855 Date Palm Drive
Cathedral City, CA 92234
Dorfman Family Trust
6505 East Maverick
Paradise Valley, AZ 85253
Deanna L. Rich
12912 Long Boat Way
Del Mar, CA 92012
(c) If to Escrow Agent:
Fidelity National Title Insurance Co.
Bank of America Center
700 Louisiana, Suite 2600
Houston, TX 77002
Attention: Lolly Avant
Phone: 713-228-3009
Fax: 713-228-9180
Any party may change the address to which Notices are to be addressed by
giving the other parties Notice in the manner herein set forth. All such
Notices, requests, demands and other communications shall be deemed to have been
delivered (i) as of the day of receipt, in the case of personal delivery, or
(ii) as of the day of receipt or attempted delivery date in the case of delivery
by air courier, or (iii) as of the date of receipt or first attempted delivery,
as evidenced by the return receipt card, in the case of mailing by certified or
registered United States mail.
9. Fee. Escrow Agent shall receive a fee of Three Hundred Dollars ($300.00) for
its services hereunder, and be paid or reimbursed for all expenses,
disbursements and advances, including reasonable attorney's fees, incurred or
paid in connection with carrying out its duties hereunder, all amounts to be
payable in accordance with Section 7.1.5. Non-payment of such fee shall not
entitle Escrow Agent to refuse or fail to act as required by this Escrow
Agreement.
10. Titles and Section Headings. Titles of sections and subsections contained in
this Escrow Agreement are inserted for convenience of reference only, and
neither form a part of this Escrow Agreement or are to be used in its
construction or interpretation.
11. Counterparts. This Escrow Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
12. Non-Waiver. No waiver by either party of any breach of any term or condition
of this Escrow Agreement shall operate as a waiver of any other breach of such
term or condition or of any other term or condition. No failure to enforce such
provision shall operate as a waiver of such provision or of any other provision
hereof, or constitute or be deemed a waiver or release of any other party for
anything arising out of, connected with, or based upon this Escrow Agreement.
13. Binding Effect. This Escrow Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective transferees, successors, and
assigns. The parties recognize and acknowledge that the powers and authority
granted Escrow Agent herein are each irrevocable and coupled with an interest.
Escrow Agent shall have no liability to any Sellers for any mistakes in judgment
in the performance of any function hereunder, except for failure to exercise due
care, willful breach and willful misconduct.
14. Nonlimitation of Liability. Nothing contained herein shall in any way limit
the liabilities, obligations and remedies of Sellers and Purchaser as set forth
in the Purchase Contract.
15. Governing Law. This Escrow Agreement shall be governed by and construed in
accordance with the laws of the State of Kansas.
16. Time of Essence. Time is of the essence of this Escrow Agreement.
17. Entire Agreement; Modification. This Escrow Agreement supersedes all prior
agreements and constitutes the entire agreement with respect to the subject
matter hereof. It may be altered or modified only with the written consent of
all parties.
In witness whereof each of the parties hereto has caused this Escrow Agreement
to be executed on its behalf by duly authorized persons, all as of the day and
year first above written.
Purchaser: ANGELES INCOME PROPERTIES, LTD. 6, A
California limited partnership
By: Angeles Realty Corporation II, a
California Corporation
Its: General Partner
By:________________________
Name:_____________________
Its:________________________
Sellers: LS TRUST
By:_________________________
William V. Phelan
Its: Trustee
-----------------------------
Barbara D. Mann
OBERSTEIN TRUST U/W/A
By:____________________________
Marshall Oberstein
Its: Trustee
By:_____________________________
Ethel Oberstein
Its: Trustee
EMANUEL L. LUBIN REVOCABLE
TRUST U/D/O
By:_____________________________
Donald Lubin
Its: Trustee
---------------------------------
Robert I. Lubin
---------------------------------
Donald Lubin
--------------------------------
Deana L. Rich
SPR TRUST
By:______________________________
Louis Shulman
Its: Trustee
By:_______________________________
Iowa State Bank
Its: Trustee
HERBERT AND DEANA SHULMAN
REVOCABLE TRUST
By:________________________________
Deana Shulman
Its: Trustee
DORFMAN FAMILY TRUST
By:_________________________________
Bruce Robert Dorfman
Its: Trustee
By:_________________________________
Deborah June Dorfman Burdick
Its: Trustee
FIDELITY NATIONAL TITLE INSURANCE CO.
By:
Name:
Its:
<PAGE>
EXHIBIT 1.1.3-1
A part of Lot 14 Irregular Survey in the Northwest Quarter, Section 11, Township
83 North, Range 7 West of the 5th P.M., Cedar Rapids, Iowa, Linn County, Iowa,
described as follows:
Commencing as a point of reference at the Southeast corner of said Lot 14;
thence North 1(degree)03'43" West 11.40 feet along the East line of said Lot 14
to a point (for purposes of this legal description, the South line of said Lot
14 is assumed to bear North 90(degree)00'00" West); thence North
90(degree)00'00" West 418.89 feet along a line parallel with the South line of
said Lot 14 to a point of intersection with a line of a party wall (party wall
agreement recorded in Volume 964, Page 411 at the Linn County, Iowa Recorder's
Office) extended Southerly; thence North 0(degree)48'19" East 78.60 feet along
the line of said party wall to the point of beginning; thence North
90(degree)00'00" West 140.00 feet along a line parallel with the South line of
said Lot 14 to a point on the Westerly line of said Lot 14, said point being
90.00 feet Northerly from the Southwest corner of said Lot 14; thence
Northeasterly 210.00 feet along the arc of a 1,849.85 foot radius curve concave
Southeasterly (chord bearing North 5(degree)20'57" East 209.88 feet) to a point
300.00 feet from the South line of said Lot 14; thence North 90(degree)00'00"
East 140.00 feet parallel with the South line of said Lot 14 to a point;
thence Southwesterly 210.00 feet along a line parallel with the Westerly line of
said Lot 14 to the point of beginning.
<PAGE>
EXHIBIT 1.1.4
SCHEDULE OF COMMERCIAL LEASES
THERE ARE NONE
<PAGE>
EXHIBIT 1.1.7
EXCLUDED PERMITS
THERE ARE NONE
<PAGE>
EXHIBIT 1.1.9
FIXTURES AND TANGIBLE PERSONAL PROPERTY
THERE ARE NO FIXTURES OR TANGIBLE PERSONAL PROPERTY EXCLUDED UNDER SECTION 1.1.9
<PAGE>
EXHIBIT 1.1.16
SCHEDULE OF PROPERTY CONTRACTS
VENDOR NAME / ADDRESS SERVICE EXPIRATION DATE
THERE ARE NONE
<PAGE>
EXHIBIT 6.2.1
EXCEPTIONS
TO BE COMPLETED AFTER RECEIPT OF PRELIMINARY TITLE REPORT AND TITLE COMMITMENT
<PAGE>
EXHIBIT 7.2.1.1
GENERAL WARRANTY DEED
In Consideration of __________________________________ Dollars,
___________________, ___________ County, Iowa, does hereby SELL AND CONVEY unto
_________________________________________ of the County of _____________ and
State of Iowa, the following described property in the County of
_________________ and State of Iowa, to-wit:
to have and to hold the said premises unto the said
____________________________, heirs and assigns, forever, with all said singular
the appurtenances therein belonging, and the said grantor for itself, its
successors and assigns, does hereby covenant with the aforesaid grantee
________________________________, its successors and assigns forever; that the
same are free from encumbrance and that it will make such other and further
assurance of said premises as may be lawfully and reasonably advised, devised or
required, and that it will forever WARRANT AND DEFEND the same against the
lawful claims and demands of all persons.
IN WITNESS WHEREOF, the said grantors have caused these presents to be signed on
this __________ day of ___________, 2000.
--------------------------------------
By __________________________________
Trustee
STATE OF IOWA ss.
_______________ Countyss.
On this ___ day of ____________, A.D., 2000, before me
_____________________________, a Notary Public in and for the County of
___________, State of Iowa, personally appeared __________________________ and
_________________________ each of whom to me are personally known, and each of
whom by me severally sworn and each for himself did say, that the said
_____________________ is Trustee of the said _________________________, and that
the foregoing instrument was Signed and Sealed in behalf of the said Trust and,
as Trustee, did severally acknowledge the execution of said instrument as the
voluntary act and deed of the said Trust by its voluntary execution of
-----------------------------.
In Witness Whereof, I have hereunto signed my name and affixed my Notarial Seal
the day and year last above written.
-----------------------------------------
Notary Public in and for ___________ County, State of
Iowa
<PAGE>
AFTER RECORDING RETURN TO:
The Cadle Company
100 North Center Street
Newton Falls, Ohio 44444
PREPARED IN THE LAW OFFICE OF:
Alan H. Weinberg, Esq.
WELTMAN, WEINBERG & REIS CO., L.P.A.
323 W.Lakeside Avenue/Suite 200
Cleveland, OH 44113-1099
EXHIBIT A TO GENERAL WARRANTY DEED
LEGAL DESCRIPTION
A Part of Lot 14 Irregular Survey in the Northwest Quarter, Section 11, township
83 North, Range 7 West of the 5th P.M., Cedar Rapids, Iowa, Linn County, Iowa,
described as follows:
Commencing as a point of reference at the Southeast corner of said Lot 14;
thence North 1(degree)03'43" West 11.40 feet along the East line of said Lot 14
to the point of beginning (for purposes of this legal description the South line
of said Lot 14 is assumed to bear North 90(degree)00'00" West); thence North
90(degree)00'00" West 418.89 feet along a line parallel with the South Line of
said Lot 14 to a point of intersection with a line of a party wall (party wall
agreement recorded in volume 964, Page 411 at the Linn County, Iowa Recorder's
Office) extended Southerly; thence North 0(degree)48'19" East 78.60 feet along
the line of said party wall to a point; thence Northeasterly 210.00 feet along
the are of a curve parallel with the Westerly line of said Lot 14 (chord bearing
North 5(degree)20'57" East 209.88 feet) to a point; thence North
90(degree)00'00" West 140.00 feet along a line parallel with the South line of
said Lot 14 to s point on the Westerly line of said Lot 14, said point being
300.00 feet Northerly from the southwest corner of said Lot 14; thence
Northeasterly 378.50 feet along the arc of a 1,849.85 foot radius curve concave
Southeasterly (chord bearing North 14(degree)27'47" East 377.86 feet) to a point
74.50 feet from the Southerly right-of-way line of 38th Street Drive S.E., said
Southerly right-of-way line being 60 feet Southerly from the Northerly line of
said Lot 14; thence South 89(degree)59'43" East 100.00 feet to a point, 70.00
feet South of said Southerly right-of-way line of 38th Street Drive S.E.; thence
North 0(degree)19'02" East 70.00 feet to a point on said Southerly right-of-way
line of 38th Street Drive S.E., said point being 73.00 feet East of the Westerly
line of said Lot 14; thence North 89(degree)41'19" East 14.79 feet along said
Southerly right-of-way line parallel with the Northerly line of said Lot 14 to a
point; thence South 89(degree)03'26" East 247.51 feet along said Southerly
right-of-way line parallel with the Northerly line of said Lot 14, to a point on
the Easterly line of said Lot 14; thence Southwesterly 432.86 feet along the arc
of a 1,482.39 foot radius curve concave Southeasterly (chord bearing South
7(degree)13'17" West 431.33 feet) and along the Easterly line of said Lot 14 to
a point of tangency; thence South 1(degree)03'43" East 292.30 feet along the
Easterly line of said Lot 14 to the point of beginning.
<PAGE>
EXHIBIT B TO GENERAL WARRANTY DEED
Exceptions
1. General and personal property taxes for the year 1999 and all subsequent
years.
2. Special taxes or assessments becoming a lien or payable after the date of
this Deed.
3. Unrecorded easements, discrepancies or conflicts in boundary lines, shortage
in area and encroachments which an accurate and complete survey would disclose.
4. Rights of eminent domain, governmental rights of police power and other
governmental or quasi-governmental rights.
5. Rights of tenants in possession of the Property pursuant to unrecorded
leases, as tenants only.
6. Visible and apparent easements and all underground easements, if any, the
existence of which may arise by unrecorded grant or by use.
7. Present and future laws, ordinances, restrictions, resolutions, orders and
regulations and all present and future ordinances, laws, regulations and orders
of all federal, state, county, municipal or other governments, agencies, boards,
bureaus, commissions, authorities and bodies now or hereafter having or
acquiring jurisdiction of the Property and the use and improvement thereof,
including any restricting or regulating or prohibiting the occupancy, use or
enjoyment of the Property, or regulating the character, dimensions or location
of any improvement now or hereafter erected on the Property, or prohibiting a
separation in ownership or a reduction in the dimensions or area of the
Property, and the effect of any violation of such law, ordinance or governmental
regulation.
8. Any easements not disclosed by those public records which impart constructive
notice as to matters affecting title to real property and which are not visible
and apparent from an inspection of the surface of the Property.
9. Water rights, claims or title to water, whether or not disclosed by the
public records.
10.Other covenants, conditions, limitations, restrictions, rights,
rights-of-way, liens, encumbrances, encroachments, defects, reservations,
easements, agreements and other matters of record, if any.
[INSERT ANY OTHER EXCEPTIONS TO TITLE]
<PAGE>
EXHIBIT 7.2.1.2
FORM OF BILL OF SALE
NOT APPLICABLE
Sellers'
<PAGE>
EXHIBIT 7.2.1.3
FORM OF GENERAL ASSIGNMENT
NOT APPLICABLE
Sellers'Sellers'Sellers'Sellers'Sellers'
Sellers'Sellers'
<PAGE>
EXHIBIT 7.2.1.6
SELLERS' CERTIFICATION OF NON-FOREIGN STATUS
NOT APPLICABLE
<PAGE>
EXHIBIT 8.1.1.3
PARTIES IN POSSESSION OF PROPERTY
NONE OTHER THAN PARTIES PREVIOUSLY IDENTIFIED AS TENANTS UNDER COMMERCIAL LEASES
<PAGE>
EXHIBIT 9.1.4
FORM OF ESTOPPEL CERTIFICATE
NOT APPLICABLE
