SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
RAL INCOME + EQUITY GROWTH V LIMITED PARTNERSHIP
(Name of Subject Company)
RAL INCOME + EQUITY GROWTH V LIMITED PARTNERSHIP
(Name of Person(s) Filing Statement)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
Martin W. Meyer, Esq.
Domnitz, Mawicke, Goisman & Rosenberg, S.C.
1509 North Prospect Avenue
Milwaukee, Wisconsin 53202
(414) 224-0600
(Name, address and telephone number of person authorized to receive notice
and communications on behalf of the person(s) filing statement)
Item 1. Security and Subject Company
The class of equity securities to which this statement relates is
limited partnership interests. The name of the subject company is RAL
Income + Equity Growth V Limited Partnership, a Wisconsin limited
partnership. The address of the principal executive offices of the
subject company is 20875 Crossroads Circle, Suite 800, Waukesha, Wisconsin
53186.
Item 2. Tender Offer of the Bidder
The tender offer to which this statement relates was made on March
15, 1997 by MP Income Fund 11, L.P.; Accelerated High Yield Institutional
Fund I, L.P.; Moraga Fund 1, L.P.; and Accelerated High Yield
Institutional Investors, L.P. (collectively, the "Bidders"). The address
of the Bidders' principal executive offices is 1640 School Street, Suite
100, Moraga, California 94556.
Item 3. Identity and Background
(a) The name of the person filing this statement is RAL Income +
Equity Growth V Limited Partnership, a Wisconsin limited partnership ("RAL
V"), the business address of which is 20875 Crossroads Circle, Suite 800,
Waukesha, Wisconsin 53186.
(b) Material contracts, agreements, arrangements, understandings and
actual or potential conflicts of interest between RAL V or its affiliates,
on the one hand, and its general partners, executive officers, directors
or affiliates, on the other hand, are as follows:
Property Management: RAL V and Midwest Property Management II, Inc.,
an affiliate of the general partners, entered into that certain
Property Management Agreement dated June 1, 1993, pursuant to which
Midwest Property Management II, Inc. performs property management
services for RAL V. As compensation for such property management
services, RAL V pays management fees to Midwest Property Management,
Inc. The Property Management Agreement is terminable by either party
upon sixty (60) days' notice. Accordingly, a conflict of interest
could arise because the Bidders could seek to have RAL V terminate
the Property Management Agreement, thereby causing the management
fees payable by RAL V to Midwest Propety Management II, Inc. to end.
General Partners' Interest in Cash Flow: The general partners receive
five percent (5%) of RAL V's net cash flow from operations, less
amounts set aside for reserves. If the Bidders seek to remove the
current general partners, upon their removal, they would no longer
receive those cash distributions.
Other Services: An affiliate of the general partners may be engaged
to perform various services for the subject company. Accordingly, a
conflict of interest could arise because the Bidders could seek to
have RAL V engage a person or entity, other than an affiliate of the
general partners, to perform such services.
There are no material contracts, agreements, arrangements,
understandings or actual or potential conflicts of interest between RAL V
or its affiliates, on the one hand, and the Bidders, their executive
officers, directors or affiliates, on the other hand.
Item 4. The Solicitation or Recommendation
(a) RAL V expresses no opinion and is remaining neutral toward the
Bidders' tender offer.
(b) RAL V has expressed no opinion and is remaining neutral toward
the Bidders' tender offer for the following reasons:
(1) Although RAL V believes that the value of its underlying
assets is substantially in excess of the price being offered by the
Bidders in their tender offer, the tender offer price is higher than
the price received for limited partnership interests of RAL V in most
recent trades on the secondary market. During 1996, the average
price received for each limited partnership interest was
approximately $380, with the low price being approximately $202 and
the high price being approximately $415 (the high price involved a
sale to one of the Bidders). In the few secondary market trades
which have taken place so far in 1997, the prices have ranged from
approximately $401 to approximately $436 for each limited partnership
interest. Therefore, the tender offer price appears to be
competitive with the prices being received in the secondary market.
(2) RAL V is currently negotiating with a potential purchaser
of all of its assets. RAL V's accountants estimate that, after taking
into account various costs and expenses that would be incurred by RAL
V in consummating such a transaction, RAL V would receive net sales
proceeds in an amount which, when combined with RAL V's net current
assets, would result in the holder of each limited partnership
interest receiving at least $600. In their tender offer, the Bidders
themselves acknowledge that they believe the value of RAL V's
underlying assets to be approximately $593 per limited partnership
interest. In comparison, the price being offered by the Bidders for
each limited partnership interest is only $415. Therefore, unless a
limited partner has a need or desire for cash in the immediate
future, it may be prudent for a limited partner to continue to hold
limited partnership interests of RAL V until its properties are sold
or liquidated.
(3) The tender offer expired on April 15, 1997. Therefore, the
holders of limited partnership interests in RAL V no longer have the
opportunity to accept or reject the tender offer.
Item 5. Persons Retained, Employed or To Be Compensated
No person or class of persons has been employed, retained or
compensated by the subject company or by any person on its behalf, to make
solicitations or recommendations to security holders.
Item 6. Recent Transactions and Intent with Respect to Securities
(a) During the past sixty (60) days, there have been no transactions
effected in the limited partnership interests of RAL V by RAL V or by any
general partner, executive officer, director, affiliate or subsidiary of
RAL V.
(b) To the extent known by RAL V, neither RAL V nor any of its
general partners, executive officers, directors, affiliates or
subsidiaries presently intend to tender to the Bidders or sell securities
of the class of securities being sought by the Bidders which are held of
record or beneficially owned by such persons.
Item 7. Certain Negotiations and Transactions by the Subject Company
No negotiation is being undertaken or is underway by the subject
company in response to the tender offer which relates to or would result
in:
(1) An extraordinary transaction such as a merger or
reorganization, involving the subject company or any subsidiary of
the subject company;
(2) A purchase, sale or transfer of a material amount of assets
by the subject company or any subsidiary of the subject company;
(3) A tender offer for or other acquisition of securities by or
of the subject company; or
(4) Any material change in the present capitalization or
dividend policy of the subject company.
However, as is discussed in Item 4(b) above, RAL V is currently
negotiating with a potential purchaser of all of its assets. Those
negotiations had commenced prior to the date of the tender offer, and were
not undertaken in response to the tender offer.
(b) There are no transactions, board resolutions, agreements in
principle or signed contracts in response to the tender offer, which
relate to or would result in one or more of the matters referred to in
Item 7(a)(1), (2), (3) or (4) above.
Item 8. Additional Information to be Furnished
RAL V does not believe there is any additional information which is
necessary to be furnished to make the required statements, in light of the
circumstances under which they are made, not materially misleading.
Item 9. Material To Be Filed as Exhibits
Copies of the following items are attached to this statement as
exhibit(s):
(a) NONE.
(b) NONE.
(c) A copy of the Property Management Agreement between RAL V and
Midwest Property Management II, Inc., dated June 1, 1993, is attached to
this statement as Exhibit "A", and incorporated herein by reference.
Signature. After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is
true, complete and correct.
RAL INCOME + EQUITY GROWTH V LIMITED
PARTNERSHIP
July 24 , 1997 By: /s/ Thomas R. Brophy
(Signature)
Thomas R. Brophy, General Partner
(Name and Title)
<PAGE>
EXHIBIT "A"
PROPERTY MANAGEMENT AGREEMENT
THIS AGREEMENT, made as of the 1st day of June, 1993, is by and
between RAL INCOME + EQUITY GROWTH V LIMITED PARTNERSHIP, a Wisconsin
limited partnership ("Owner"), and MIDWEST PROPERTY MANAGEMENT II, INC., a
Wisconsin corporation ("Manager").
ARTICLE I. APPOINTMENT AND ACCEPTANCE
Owner hereby appoints Manager, and Manager hereby accepts
appointment, on the terms and conditions hereinafter stated, as the
exclusive managing agent of the developments now owned or hereafter
acquired by Owner (collectively, the "Properties"; each a "Property").
ARTICLE II. TERM OF AGREEMENT
This Agreement shall remain in effect for a twelve (12) year period
from June 1, 1993 to May 31, 2005, and thereafter for additional one (1)
year periods, unless either party hereto shall notify the other, in
writing, of an intention to terminate this Agreement pursuant to Article
VI hereof.
ARTICLE III. RESPONSIBILITIES OF MANAGER
Manager shall have the following authority and shall provide the
following services, and the Owner agrees to pay and assume all expenses in
connection therewith:
A. MANAGEMENT STANDARDS. Manager agrees to furnish the services of
its organization, to exert its best efforts, and to use its skill and
judgment in managing the Properties, in order to assist the Owner in
obtaining a reasonable return therefrom.
B. EMPLOYEES. Manager shall hire, discharge, and supervise all
employees and agents required for the operation and maintenance of the
Properties, and for performance of all other duties required of it
hereunder.
C. ADVERTISING. Manager shall advertise the Properties to an
extent and in a manner which it deems to be appropriate, and may display
signs thereon. Manager shall not use Owner's name in any advertising or
promotional material without Owner's express written approval.
Advertising and promotional material shall be prepared in full compliance
with federal, state and municipal laws, ordinances, regulations and
orders.
D. LEASING. Manager shall seek prospective tenants and maintain a
current list thereof, and shall, in the name of and as Owner's agent,
sign, renew, extend, modify, terminate and/or cancel leases for the
Properties or any of them or any part of any Property without prior
approval of Owner. Any residential lease executed for the Owner by
Manager shall not exceed a period of one (1) year, subject to any renewal
rights, and shall be on forms provided by Manager subject to any
modification deemed appropriate. Any other leases executed for the Owner
by Manager shall be for such periods, and on such forms, as Owner shall
approve.
E. SECURITY DEPOSITS. For residential Properties, and for other
Properties if requested by Owner, Manager shall supervise the collection
of tenant security deposits, hold them in an account in Owner's name, and
refund the same, or such portion thereof as may be appropriate, at the
expiration of leases.
F. COLLECTION OF RENTS AND OTHER INCOME. Manager shall collect
when due all rents, fees, and receipts (collectively, the "rents") due
from tenants and from users, licensees, concessionaires, franchisees
and/or lessees of commercial facilities in any Property. The Owner hereby
authorizes and directs Manager to use its best efforts to request, demand,
and receive all rents which may at any time be or become due to the Owner.
All such rents shall be deposited in an account in the name of the Owner
at a bank selected by Manager with Manager's officers or designees being
authorized signatories for withdrawals and shall be hereafter called the
"Operating Account." Manager may institute suit on behalf and in the name
of, or as Agent for, Owner for collection of rents and/or eviction of
tenants or other parties in default and when expedient may, on behalf and
in the name of or as Agent for Owner, settle, compromise and release such
actions or suits, or reinstate such tenancies.
G. MAINTENANCE. Manager shall make, or cause to be made, and
supervise repairs and alterations on Owner's behalf, in accordance with
appropriate standards of appearance, including, but not limited to,
cleaning, painting, decorating, plumbing, carpentry, and such other normal
maintenance and repair work as may be necessary, subject to any written
limitations from Owner. Manager agrees to secure the prior approval from
the Owner on all expenditures in excess of $2,500 for any one item, except
monthly or recurring operating charges and/or emergency repairs, if in the
opinion of Manager such repairs are necessary to protect the Properties
from damage or to maintain services to the tenants as called for in their
leases. Manager will promptly attempt to notify Owner of any such
emergency expenditures.
H. COMPETITIVE BIDS. Upon Owner's written directive, any
maintenance item exceeding $2,500 shall be awarded on the basis of
competitive bidding, solicited in the following manner:
1. A minimum of three (3) written quotations will be obtained.
2. Each quotation will be solicited in a form so that
uniformity will exist in the quotations.
3. Manager will provide Owner with all quotations accompanied
by Manager's recommendations. If Manager advises acceptance of other
than the lowest bid, Manager shall adequately support its
recommendations.
4. Owner shall be free to accept or reject any and all
quotations.
I. SERVICE CONTRACTS. Manager shall negotiate contracts for
electricity, gas, fuel, water, telephone, rubbish hauling, laundry
facilities, cable television, maintenance and other services or such of
them as Manager shall deem advisable. All such contracts shall be in the
name of the Owner and prior to awarding any such contract with a term in
excess of one year, Manager will obtain authorization from Owner.
J. REAL ESTATE TAXES. Upon Owner's directive, Manager will obtain
and verify bills for real estate and personal property taxes, improvement
assessments and other like charges which are or may become liens against
the Properties or any of them and recommend payment or appeal. Tax
expenses shall be paid from the Operating Account to the extent of funds
available.
K. PROPERTY INSURANCE.
1. Manager will obtain comprehensive recommendations for
insurance coverage against damage or injury to the Properties or any
of them or persons which might arise out of the occupancy,
management, operation, or maintenance of the Properties or any of
them. Recommendations will be solicited only from qualified
commercial agencies and may include fire, extended coverage, boiler
and machinery, flood, hazard, wind, hail, tornado, hurricane, and
rent loss insurance with a minimum limit of $1,000,000 in liability
coverage. Included with this insurance shall be an errors and
omissions policy insuring Manager. Unless Owner shall otherwise
direct, Manager will purchase said insurance and pay the premiums out
of the Operating Account.
2. Any new or existing liability coverage shall include
Manager as an "additional insured". The cost to include Manager as
an additional insured shall be considered an expense of the Owner.
3. Owner will furnish to Manager certificates evidencing the
existence of public liability and hazard insurance with a minimum
limit of $1,000,000. The certificate shall have attached thereto an
endorsement that Manager will be given at least ten (10) days' prior
written notice of cancellation of or any material change in policy.
Unless Owner shall provide such certificate, Manager may, but shall
not be obligated to, purchase said insurance and pay the premiums out
of the Operating Account. The hazard insurance shall contain a
waiver of Owner's rights of subrogation against Manager. Any
insurance purchased by Manager shall contain this same waiver of
subrogation.
4. In the event of a major insurance claim, if requested,
Manager will make recommendations to Owner as to how to process the
claim. If Owner wishes to have Manager represent the Owner in the
settlement of any major insurance claim (i.e., over $5,000), a
separate contract must be negotiated to itemize authority, limits,
duties, and additional compensation for such services by Manager.
L. FIDELITY INSURANCE. Manager shall obtain a fidelity bond with a
minimum limit of $25,000 for all employees who are responsible for the
handling of money. The certificate shall have attached thereto an
endorsement that Owner will be given at least ten (10) days' prior written
notice of cancellation of or any material change in policy.
M. COLLECTION AND DISBURSEMENT OF REVENUE.
1. From the funds collected and deposited by Manager in the
Operating Account, Manager may make the following disbursements at
the time Manager deems appropriate:
a. The payment required to be made monthly by the Owner
to any mortgagees or land contract vendors, including the
amounts due for principal, interest, mortgage insurance
premiums, ground rents, taxes and assessments, and fire and
other hazard insurance premiums.
b. All sums otherwise due and payable by the Owner as
expenses of the Property authorized to be incurred by Manager
under the terms of this agreement, including compensation
payable to Manager.
2. Manager shall not be obligated to make any advance to or
for the account of the Owner or any Property or to pay any sum except
out of funds held or provided as aforesaid, nor shall Manager be
obligated to incur any liability or obligation in its own name for
the account of the Owner or any Property. Manager shall only
contract for services or supplies as Owner's agent with the
contracting party agreeing to look only to the Owner for payment. In
the event that the balance in the Operating Account is at any time
insufficient to pay obligations then due, Owner agrees immediately to
remit sufficient funds to cover the deficiency. If, however, Manager
should elect to advance any funds on behalf of the Owner or any
Property, such advances shall accrue interest at the rate provided in
Article V.
3. All obligations or expenses incurred by Manager hereunder
shall be for the account, on behalf, and at the expense of the Owner.
Such obligations and expenses shall include, but not be limited to,
attorneys' fees, cleaning and maintenance personnel, handymen,
outside contractors, on-site manager, on-site coordinators and
bookkeepers, computer related costs and Property evaluation costs by
other personnel, cost of printed forms, ledgers, checks, telephone,
stamps, copying, necessary travel, and other miscellaneous expenses
attributable to the Properties.
4. Owner shall reimburse Manager for the actual cost of goods
and materials used by or for the Owner and obtained from persons
unaffiliated with Owner and Manager. No reimbursement shall be made
for services for which the general partners of Owner or their
Affiliates (including Manager) are entitled to compensation by way of
a separate fee. Also excluded from the allowable reimbursement shall
be:
a. Rent, depreciation, utilities, capital equipment, and
other administrative items; and
b. Salaries, fringe benefits, travel expenses, and other
administrative items of any director, executive officer, or five
percent (5%) equity holder of any Affiliates, or any general
partner of Owner.
As used in this subparagraph 4, the term "Affiliates" shall have the
same meaning as it is given in Owner's Partnership Agreement.
N. APPROVED BUDGETS.
1. Manager shall prepare and submit to Owner a proposed
operating budget for each Property. The budget shall include, among
other matters, a schedule of rents and other income, a schedule of
anticipated operating expenses, and a schedule of proposed
expenditures. Each annual budget will include proposed capital
improvements which, in the case of residential Properties, are
anticipated to be approximately three percent (3%) of the gross
revenues generated by such Property during the prior calendar year,
in accordance with sound real estate management practices. After it
has been approved by Owner, the budget shall be used by Manager as a
guide for actual operations, subject to revisions mutually agreed
upon by Manager and Owner.
2. For each calendar year during the term of this Agreement,
Manager shall submit an operating budget for each Property to Owner
for approval approximately thirty (30) days before the beginning of
each calendar year. If a budget is not approved by the start of any
calendar year, Manager will operate such Property on the basis of
105% of the last year's actual operating expenses, excluding payments
for capital improvements.
O. RECORDS AND REPORTS. Manager shall maintain adequate and
separate books and records for each Property, the entries for which shall
be supported by sufficient documentation to ascertain that said entries
are proper and accurate. Such books and records shall be maintained by
Manager at Manager's principal place of business.
1. Quarterly Reports. Manager shall furnish to Owner no later
than thirty (30) days after the end of each quarter the following
reports for each Property:
a. Rent Roll (if appropriate).
b. Detailed Ledger/Trial Balance.
c. Detailed Balance Sheet.
d. Detailed Statement of Operations.
2. Records. To support the financial reports, Manager shall
maintain at Manager's place of business copies of the following:
a. All bank statements, bank deposit slips and cancelled
checks.
b. Comprehensive bank reconciliations.
c. Detailed cash receipts records.
d. Summaries of adjusting journal entries.
e. Supporting documentation for payroll, payroll taxes,
and employee benefits.
3. Financial Statements. All financial statements and reports
will be prepared on a cash basis except for monthly accruals approved
by Owner for real estate taxes, property insurance, and replacement
reserves, and except as otherwise approved by Owner.
The information set forth in the reports furnished by
Manager to the Owner will be unaudited and cannot necessarily be used
for State and Federal income tax reporting purposes, and Owner should
consult with his own accountant or tax advisor with respect to proper
tax reporting.
4. Examination by Owner. All records, books and accounts
shall be subject to examination at reasonable hours by any authorized
representative of the Owner. Owner also reserves the right to
perform any and all additional audit tests relating to Manager's
activities, either at the Properties or any of them or at the office
of Manager, provided such audit tests are related to those activities
performed by Manager for Owner. Any and all such audits will be at
the sole expense of Owner.
5. Owner Advance Funds. Owner shall advance operating funds
in the amount of $1,000 to Manager to open the Operating Account upon
commencement of this Property Management Agreement.
ARTICLE V. COMPENSATION FOR MANAGERIAL SERVICES
For the services rendered hereunder, Owner shall pay to Manager a fee
at a rate prevailing for comparable services where the Properties are
located, but not to exceed five percent (5%) of gross revenues from
residential Properties, six percent (6%) of gross revenues from other than
residential Properties for which Manager provides leasing, releasing and
leasing related services, or three percent (3%) if Manager does not
provide such services, or for Properties leased under a net lease of ten
(10) years or more, an initial fee of three percent (3%) of gross revenues
(payable over 5 years) plus an annual fee of one percent (1%) of gross
revenues. Such compensation is due on the last day of each month for such
month just concluding during the term of this Agreement. Manager shall
also be reimbursed for all sums permitted or required to be advanced by it
to or for the benefit of the Properties. Interest will be charged on all
property management fees not paid when due. Interest shall accrue at the
rate of 3% over the prime or reference rate as announced from time to time
by Firstar Bank Milwaukee, N.A.
ARTICLE VI. TERMINATION
A. TERMINATION BY SIXTY DAY NOTICE. Either the Owner or Manager
may elect to terminate this Agreement at the close of business on the last
calendar day of any month by giving written notice of termination to the
other party not less than sixty (60) days prior thereto.
B. IMMEDIATE TERMINATION. This Agreement may also be terminated
immediately by Owner provided that such notice is accompanied by payment
to Manager of two months' management fee. For this purpose, the monthly
management fee shall be presumed to be the same as that of the last full
calendar month prior to service of the notice of termination.
C. SALE OF PROPERTY. The Owner shall notify Manager at least sixty
(60) days before an anticipated transfer of title to any of the Properties
or any portion thereof. On such transfer, this Agreement shall continue
in full force and effect in respect of such Property and shall be jointly
and severally binding upon Owner and Owner's successors in title or
assigns unless terminated as provided above. Owner shall include a
provision to this effect in the contract for the sale of any of the
Properties so that the new owner will be aware of this requirement.
If Owner requests prior to sale, Manager shall prepare and make
available to Owner such data concerning the Property to be sold including
tenant lists, rent schedules, security deposits and cost data as are
reasonably required under the circumstances.
D. RETURN OF RECORDS. On termination of this Agreement, a copy of
all records in the possession of Manager pertaining to the operation of
any of the Properties, together with all supplies or other items of
property owned by the Owner and in Manager's possession, shall be
forthwith delivered to the Owner at Owner's expense, provided Owner shall
have paid all fees due Manager; and thereafter neither party shall have
any further rights or obligations under this Agreement, except for claims
relating to personal injury of tenants or invitees.
ARTICLE VII. COOPERATION WITH OWNER'S ACCOUNTANT
Manager shall cooperate with the Owner's accountant and shall, from
time to time, upon request, provide such accountant with such information
as is or may be reasonably required to prepare certified annual financial
reports for and at the expense of the Owner.
ARTICLE VIII. OFFICE
Manager may maintain a management office within any of the
residential Properties and the Owner shall not be entitled to a rental
charge for the same.
ARTICLE IX. NOTICES
All notices and periodic statements required under this Agreement
shall be in writing and shall be given to the Owner or Manager at the
address set forth below or at such other address as they individually may
specify thereafter in writing:
OWNER: RAL INCOME + EQUITY GROWTH V LIMITED PARTNERSHIP
P.O. Box 910
Brookfield, WI 53008-0910
MANAGER: MIDWEST PROPERTY MANAGEMENT II, INC.
P.O. Box 910
Brookfield, WI 53008-0910
ARTICLE X. COVENANTS OF OWNER
In connection with Manager's duties hereunder and all of its
activities in and around the Properties, Owner promises and agrees to:
A. Indemnify, defend and save Manager harmless from all loss,
liability, costs, expenses, claims, demands, and/or causes of action
(whether valid or invalid) arising directly or indirectly in connection
with the Properties, including but not limited to those based upon claim
for damage to property, and injuries to or the death of any tenant,
employee or other person whomsoever;
B. Pay all expenses incurred by Manager, including, without
limitation, attorney's fees for counsel employed to represent Manager or
Owner, or both, in connection with any claims by or against tenants or
involving any constitutional provision, statute, ordinance, law or
regulation of any governmental body pertaining to fair employment, Federal
Fair Credit Reporting Act, environmental protection, or fair housing or
leasing, including, without limitation, those prohibiting or making
illegal discrimination on the basis of race, creed, color, religion or
national origin in the sale, rental or other disposition of housing or any
services rendered in connection therewith (unless Manager is finally
adjudicated to have deliberately violated the law or to have acted in a
personal as opposed to representative capacity at the time of such
violation).
ARTICLE XI. SUBCONTRACT
Manager may subcontract with any responsible property manager for the
performance of any or all of Manager's obligations arising under this
Agreement, without Owner's prior approval.
ARTICLE XII. MISCELLANEOUS
A. PROPERTY COMPLIANCE. Owner acknowledges that Manager does not
assume and is given no responsibility for compliance of any structure on
any of the Properties or any equipment therein with the requirements of
any statute, ordinance, law or regulation of any governmental body or of
any public authority or official thereof having jurisdiction, except to
notify Owner promptly or forward to Owner promptly any written complaints,
warnings, notices or summonses received by it relating to such matters.
The Owner represents that to the best of its knowledge the Properties and
such equipment comply with all such requirements and authorizes Manager to
disclose the ownership of the Properties to any such officials and agrees
to indemnify and hold harmless Manager, its representatives, servants, and
employees, of and from all loss, cost, expense and liability whatsoever
which may be imposed on them or any of them by reason of any present or
future violation of such laws, ordinances, statutes or regulations.
B. COOPERATION. Should any claims, suits or other legal
proceedings be made or instituted by any person against Owner or title
holder of any of the Properties which arise out of any of the matters
relating to this Agreement, Manager shall give to Owner all pertinent
information and reasonable assistance in the defense or other disposition
thereof.
C. REPRESENTATIONS. Manager represents and warrants that it is
fully qualified and licensed, to the extent required by law, to manage
real estate and perform all obligations assumed by it under this
Agreement.
ARTICLE XIII. SEVERABILITY
The rights and obligations specified herein are intended to be
construed as separate and independent from any other prior,
contemporaneous or subsequent agreements among the parties hereto. If any
of the provisions of this Agreement are judicially held to be invalid, the
remainder of this Agreement shall not be affected.
ARTICLE XIV. SUPERSEDES PRIOR AGREEMENTS
This Agreement supersedes and replaces any prior agreements between
the parties with respect to the subject matter hereof, regardless of
whether such agreements were written or oral.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
OWNER: RAL INCOME + EQUITY GROWTH V LIMITED PARTNERSHIP
By: /s/ Robert A. Long
Robert A. Long, General Partner
By: /s/ John A. Hanson
John A. Hanson, General Partner
By: /s/ Thomas R. Brophy
Thomas R. Brophy, General Partner
By: /s/ Bart Starr
Bart Starr, General Partner
MANAGER: MIDWEST PROPERTY MANAGEMENT II, INC.
By: /s/ Thomas R. Brophy
Thomas R. Brophy, President
Attest: /s/ John A. Hanson
John A. Hanson, Secretary
