FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
AMENDMENT NO. 1
TO FORM 8-K FILED July 9, 1996
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
June 25, 1996
-------------
Date of Report
(Date of earliest event reported)
Metric Income Trust Series, Inc.
--------------------------------
(Exact name of registrant as
specified in its charter)
0-18294 94-3087630 California
------- ---------- ----------
(Registration (IRS Employer (State or Other
File Identification Jurisdiction of
Number) Number) Incorporation)
One California Street, San Francisco, California 94111-5415
-----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(415) 678-2000
(800) 347-6707 Wats line for all states
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Exhibit
Agreement for Purchase and Sale of Sam's Club located in Menomonee
Falls, Wisconsin dated May 15, 1996.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
METRIC INCOME TRUST SERIES, INC.,
a California Corporation
By: /s/ Margot M. Giusti
-----------------------
Margot M. Giusti
Chief Financial Officer
Date: August 20, 1996
-----------------------
AGREEMENT FOR PURCHASE AND SALE
OF
REAL PROPERTY
By and Between
METRIC INCOME TRUST SERIES, INC.,
a California corporation,
as Seller,
and
THE UNIVERSITY OF CHICAGO,
an Illinois not-for-profit corporation,
as Buyer.
May 15, 1996
Property Located At:
W140-N9000 Lilly Road
Lilly Road off Main Street
Menomonee Falls, Wisconsin
i
<PAGE>
TABLE OF CONTENTS
ARTICLE PAGE
1
BASIC DEFINITIONS.......................... 1
Section 1.1 Closing Date.......................................... 1
------------
Section 1.2 Contract Period....................................... 1
---------------
Section 1.3 Inspection Period..................................... 1
-----------------
Section 1.4 Intangible Property................................... 1
-------------------
Section 1.5 Leases................................................ 1
------
Section 1.6 Personal Property..................................... 1
-----------------
Section 1.7 Title Report.......................................... 2
------------
Section 1.8 Property.............................................. 2
--------
Section 1.9 Real Property......................................... 2
-------------
Section 1.10 Title Company........................................ 2
-------------
2
PURCHASE AND SALE............................. 2
Section 2.1 Purchase and Sale..................................... 2
-----------------
Section 2.2 Purchase Price........................................ 2
--------------
Section 2.3 Buyer's Review and Seller's Disclaimer................ 2
--------------------------------------
Section 2.4 Environmental Report; Survey.......................... 5
----------------------------
3
CONDITIONS PRECEDENT........................... 5
Section 3.1 Conditions............................................ 5
----------
Section 3.2 Failure or Waiver of Conditions Precedent............. 6
-----------------------------------------
4
COVENANTS, WARRANTIES AND REPRESENTATIONS............... 6
Section 4.1 Seller's Warranties and Representations............... 6
---------------------------------------
Section 4.2 Seller's Covenants.................................... 8
------------------
Section 4.3 Buyer's Warranties and Representations................ 8
--------------------------------------
Section 4.4 Limitations........................................... 9
-----------
i
<PAGE>
5
ESCROW AND CLOSING......................... 9
Section 5.1 Escrow Arrangements................................... 9
-------------------
Section 5.2 Title Company's Duties and Closing..................... 10
----------------------------------
Section 5.3 Closing Costs.......................................... 11
-------------
Section 5.4 Prorations............................................. 11
----------
Section 5.5 Closing Date........................................... 12
------------
Section 5.6 Insurance.............................................. 12
---------
Section 5.7 Tenant Estoppel........................................ 12
---------------
Section 5.8 Delivery of Original Documents......................... 13
------------------------------
Section 5.9 Filing of Reports...................................... 13
-----------------
6
DEPOSIT................................. 13
7
MISCELLANEOUS............................. 14
Section 7.1 Damage or Destruction.................................. 14
Section 7.2 Brokerage Commissions and Finder's Fees................ 15
Section 7.3 Leasing Commissions.................................... 15
Section 7.4 Successors and Assigns................................. 16
Section 7.5 Notices................................................ 16
Section 7.6 Time................................................... 17
Section 7.7 Possession............................................. 17
Section 7.8 Incorporation by Reference............................. 17
Section 7.9 No Deductions or Off-Sets.............................. 17
Section 7.10 Attorneys' Fees....................................... 17
Section 7.11 Construction.......................................... 17
Section 7.12 No Merger............................................. 17
Section 7.13 Governing Law......................................... 17
Section 7.14 Disclosure of Information............................. 18
Section 7.15 Damages............................................... 19
Section 7.16 Termination without Breach............................ 19
Section 7.17 Counterparts.......................................... 19
Section 7.18 Entire Agreement...................................... 19
EXHIBITS
Exhibit A - Title Report
Exhibit B - Legal Description
Exhibit C - List of Due Diligence Items
Exhibit D - [Intentionally Left Blank]
Exhibit E - Form of Buyer's Closing Certificate
ii
<PAGE>
Exhibit F - Form of Deed
Exhibit G - Form of General Assignment
Exhibit H - Form of Bill of Sale
Exhibit I - Form of Assignment of Leases and Contracts
Exhibit J - Form of FIRPTA Certificate
Exhibit K - Form of Tenant Estoppel
iii
<PAGE>
AGREEMENT FOR PURCHASE AND SALE
OF
REAL PROPERTY
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY is made and
entered into as of May 15, 1996 by and between METRIC INCOME TRUST SERIES, INC.,
a California corporation ("Seller"), and THE UNIVERSITY OF CHICAGO, an Illinois
not-for-profit corporation ("Buyer").
ARTICLE 1
BASIC DEFINITIONS
Section 1.1 Closing Date. The term "Closing Date" shall mean the date
upon which the escrow described in Article V closes, which date shall be no
later than the date specified in Section 5.5 hereof.
Section 1.2 Contract Period. The term "Contract Period" shall mean the
period from the date of this Agreement through and including the Closing Date.
Section 1.3 Inspection Period. The term "Inspection Period" shall mean
the period following the date of this Agreement, ending at 5 p.m. Pacific
Standard Time on May 22, 1996.
Section 1.4 Intangible Property. The term "Intangible Property" shall
mean Seller's rights and interests in the following: (I) the Leases, (ii) any
service contracts pertaining to the Real Property, (iii) any governmental
licenses, permits and approvals held by Seller relating to the occupancy or use
of the Real Property, (iv) any existing warranties held by Seller and given by
third parties with respect to the Real Property, and (v) the name, if any, under
which the Real Property is commonly operated or commonly known.
Section 1.5 Leases. The term "Leases" shall mean all leases and/or
rental agreements for occupancy of any portion of the Real Property.
Section 1.6 Personal Property. The term "Personal Property" shall mean
Seller's interest, if any, in all furniture,
1
<PAGE>
fixtures, machinery, appliances, equipment and other personal property, if any,
located on the Real Property and utilized in connection with the ownership and
operation of the Real Property by Seller.
Section 1.7 Title Report. The term "Title Report" shall mean the
commitment for title insurance with respect to the Real Property dated as of
March 18, 1996, issued by Title Company under its Order No. 1054412, a copy of
which is attached to this Agreement as Exhibit A.
Section 1.8 Property. The term "Property" shall mean the Real Property,
as more particularly described in Exhibit B attached to this Agreement, the
Personal Property and the Intangible Property.
Section 1.9 Real Property. The term "Real Property" shall mean that
certain real property (including, without limitation, any and all improvements)
commonly known as W140-N9000 Lilly Road, Menomonee Falls, Wisconsin. The land
component of the Real Property is described with precision in the Title Report.
Section 1.10 Title Company. The term "Title Company" shall mean Chicago
Title Insurance Company whose address for this transaction is as follows:
388 Market Street, Suite 1300
San Francisco, CA 94111
Attn: Beth Bailey-Gates
Escrow No. 18489
Fax No. (415) 434-2176
Phone No. (415) 291-5137
ARTICLE 2
PURCHASE AND SALE
Section 2.1 Purchase and Sale. Seller agrees to sell the Property to
Buyer, and Buyer agrees to purchase the Property from Seller upon all of the
terms, covenants and conditions set forth in this Agreement.
Section 2.2 Purchase Price. The purchase price for the Property (the
"Purchase Price") shall be the sum of FOUR MILLION NINE HUNDRED THIRTY-SEVEN
THOUSAND FIVE HUNDRED DOLLARS ($4,937,500.00) payable as follows:
2
<PAGE>
(a) Payment of the Deposit (as defined below); and
(b) The balance of the Purchase Price shall be paid in cash through the
escrow established pursuant to Section 5.1 on the Closing Date.
Section 2.3 Buyer's Review and Seller's Disclaimer.
(a) On or before the date of this Agreement, Seller has furnished to
Buyer copies of each of the documents described on Exhibit C hereto pertaining
to the Property. All of the documents described on Exhibit C shall be provided
at Seller's sole cost and expense. By placing its initials in the space provided
below, Buyer acknowledges its receipt of each of the documents to be delivered
by Seller as provided in Exhibit C.
Buyer's Initials: \s\ G.B.H.
----------
Buyer shall have a period of ten (10) working days from the date of
this Agreement to approve in writing all of such documents. Any such documents
not expressly disapproved by Buyer in writing within such ten (10) day period
shall be deemed approved.
Any exceptions to the Title Report, the survey, if any, or other
documents and information pertaining to exceptions to title not expressly
disapproved by Buyer in writing on or before the expiration of such ten (10) day
period shall be deemed approved and shall be referred to as the "Exceptions."
Within five (5) days after any notice from Title Company identifying the need to
amend or add any exception to the Title Report, Buyer shall notify Seller of any
objections Buyer may have to said amendment or addition, failure to disapprove
such amendment or addition shall be deemed to be approval. Seller shall use
reasonable efforts to remove as matters affecting title any disapproved
exceptions prior to the Closing Date, but Seller shall not be required to
institute any litigation or incur any cost in excess of $10,000 to do so. If,
prior to the Closing Date, Seller notifies Buyer that Seller will not or will
not be able to remove any of the disapproved exceptions, then, within five (5)
days after the giving of such notice by Seller, or prior to the Closing Date,
whichever is earlier, Buyer shall give Seller and Title Company written notice,
either that Buyer (I) waives its prior disapproval of the disapproved exceptions
and accepts such title as Seller is willing to convey, or (ii) terminates this
Agreement.
3
<PAGE>
(b) Prior to expiration of the Inspection Period, subject to any rights
of the tenants under the Leases, Buyer shall have the right, at its sole cost
and expense, to conduct whatever inspections, studies, tests and investigations
Buyer desires to conduct relating to the Property including, without limitation,
the physical, environmental, economic and legal condition of the Property (the
"Inspections"). Buyer shall indemnify and defend Seller against and hold Seller
harmless from any and all loss, cost, claim, liability and expense (including
reasonable attorneys fees) arising out of Buyer's activities on the Real
Property during the Inspection Period. Prior to expiration of the Inspection
Period, Buyer shall complete the Inspections and notify Seller in writing of its
approval or disapproval of the Property. Failure to timely disapprove the
Property in writing shall be deemed to be approval by Buyer and constitute
Buyer's waiver of the condition set forth in Section 3.1(a)(I) below.
(c) Buyer hereby agrees that the waiver or satisfaction of the
conditions set forth in Section 3.1(a)(I) below shall constitute an
acknowledgment that Buyer (a) has concluded whatever studies, tests, and
investigations Buyer desired to conduct relating to the Property including,
without limitation, economic reviews and analyses, soils tests, engineering
analyses, environmental analyses and analysis of any applicable records of the
planning, building, public works or any other governmental or quasi-governmental
entity having or asserting jurisdiction over the Property; (b) has reviewed and
read (or has elected not to do so) and has understood all instruments affecting
the Property and/or its value which Buyer deems relevant, including, without
limiting the generality of the foregoing, all documents referred to in the Title
Report and all leases, operating statements, demographic studies and market
analyses; (c) and its consultants have made all such independent studies,
analyses and investigations, as Buyer has deemed necessary, including, without
limitation, those relating to environmental matters and the leasing, occupancy
and income of the Property; (d) is relying solely on its own investigations as
to the Property and its value and is assuming the risk that adverse physical,
economic or other conditions (including, without limitation, adverse
environmental conditions (including, without limitation, soils and groundwater
4
<PAGE>
conditions) and status of compliance with the requirements of the Americans With
Disabilities Act of 1990 or the Fair Housing Act of 1968, as amended) may not
have been revealed by such investigation; and (e) that Seller has given Buyer
every opportunity to consider, inspect and review to its satisfaction the
physical, environmental, economic and legal condition of the Property and all
files and information in Seller's possession which Buyer deems material to the
purchase of the Property.
(d) Except as otherwise expressly provided in Section 4.1 below, Seller
disclaims the making of any representations or warranties, express or implied,
regarding the Property or its value or matters affecting the Property,
including, without limitation, the physical condition of the Property, title to
or the boundaries of the Real Property, pest control matters, soil condition,
hazardous waste, toxic substance or other environmental matters, compliance with
the Americans With Disabilities Act of 1990, Fair Housing Act of 1968 (as
amended) or other building, health, safety, land use and zoning laws,
regulations and orders, structural and other engineering characteristics,
traffic patterns and all other information pertaining to the Property. Buyer,
moreover, acknowledges (I) that Seller did not develop or construct the Real
Property, (ii) that Buyer has entered into this Agreement with the intention of
making and relying upon its own investigation of the physical, environmental,
economic and legal condition of the Property and (iii) that Buyer is not relying
upon any representations and warranties, other than those specifically set forth
in Section 4.1 below, made by Seller or anyone acting or claiming to act on
Seller's behalf concerning the Property or its value. Buyer further acknowledges
that it has not received from Seller any accounting, tax, legal, architectural,
engineering, property management or other advice with respect to this
transaction and is relying solely upon the advice of its own accounting, tax,
legal, architectural, engineering, property management and other advisors. Buyer
agrees that the Property is to be sold to and accepted by Buyer in its "AS IS"
condition and WITH ALL FAULTS on the Closing Date and assumes the risk that
adverse physical, environmental, economic or legal conditions may not have been
revealed by its investigation.
(e) Except with respect to any claims arising out of any breach of
covenants, representations or warranties set forth in Sections 4.1 or 4.2 below,
5
<PAGE>
Buyer, for itself and its agents, affiliates, successors and assigns, hereby
releases and forever discharges Seller, its agents, partners, affiliates,
successors and assigns from any and all rights, claims and demands at law or in
equity, whether known or unknown at the time of this agreement, which Buyer has
or may have in the future, arising out of the physical, environmental, economic
or legal condition of the Property. Buyer hereby specifically acknowledges that
Buyer has carefully reviewed this subsection and discussed its import with legal
counsel and that the provisions of this subsection are a material part of this
Agreement.
Section 2.4 Environmental Report; Survey. Prior to the end of the
Inspection Period, Buyer, at its sole cost and expense, shall obtain either (I)
an update of Seller's existing Phase I Environmental Report and/or "as-built"
survey with respect to the Real Property, or (ii) a new Phase I Environmental
Report and/or "as-built" survey with respect to the Real Property. Within three
(3) business days of Buyer's receipt of the update or new report and survey,
Buyer shall provide a copy of the same to Seller. Buyer shall have through the
end of the Inspection Period to review and approve or disapprove such updated or
new report and survey. Buyer's failure to disapprove the updated or new report
and survey in writing prior to the end of the Inspection Period shall be deemed
to be approval by Buyer.
ARTICLE 3
CONDITIONS PRECEDENT
Section 3.1 Conditions.
(a) Notwithstanding anything in this Agreement to the contrary, Buyer's
obligation to purchase the Property shall be subject to and contingent upon the
satisfaction or waiver by Buyer of the following conditions precedent:
(i) Buyer's inspection and approval, within the Inspection
Period, of all physical, environmental, economic and legal matters
relating to the Property (including, without limitation, the updated or
new Phase I Environmental Report and "as-built" survey) pursuant to
Sections 2.3 and 2.4 above.
(ii) The willingness of Title Company or some other reputable title
insurer to issue its standard owner's form policy of title insurance
with extended coverage and a 3.1 zoning (with parking) endorsement
("Buyer's Title Policy"), insuring Buyer in the amount of the Purchase
Price that title to the Real Property is vested of record in Buyer on
the Closing Date, subject only to the printed conditions and exceptions
of such policy and the Exceptions.
6
<PAGE>
(b) Notwithstanding anything in this Agreement to the contrary,
Seller's obligation to sell the Property shall be subject to and contingent upon
the satisfaction or waiver by Seller of the following conditions precedent:
(i) The willingness of Title Company to issue the
Buyer's Title Policy.
(ii) Buyer's timely satisfaction or waiver of the
condition set forth in Section 3.1(a)(I) above.
Section 3.2 Failure or Waiver of Conditions Precedent. In the event any
of the conditions set forth in Section 3.1 are not fulfilled or waived by the
party intended to be benefitted thereby, this Agreement shall terminate. Either
party may, at its election, at any time or times on or before the date specified
for the satisfaction of the condition, waive in writing the benefit of any of
the conditions set forth in Section 3.1(a) and 3.1(b) above. Buyer's failure to
notify Seller in writing of the failure of any of the conditions set forth in
Section 3.1(a)(I) on or before the date specified for satisfaction of such
conditions shall constitute a waiver of such condition. In any event, Buyer's
consent to the close of escrow pursuant to this Agreement shall waive any
remaining unfulfilled conditions.
ARTICLE 4
COVENANTS, WARRANTIES AND REPRESENTATIONS
Section 4.1 Seller's Warranties and Representations. Seller
hereby represents and warrants to Buyer as follows:
(a) This Agreement has been approved by the Board of Directors of
Seller. Seller has full power and lawful authority to enter into and carry out
the terms and provisions of this Agreement and to execute and deliver all
documents which are contemplated by this Agreement and all actions of Seller and
of its officers necessary to confer such power and authority upon the persons
executing this Agreement and all documents which are contemplated by this
Agreement on behalf of Seller have been taken; and
7
<PAGE>
(b) To Seller's Knowledge (as defined below):
(i) Seller has received no written notice from any
governmental authorities that eminent domain proceedings for the
condemnation of the Real Property are pending;
(ii) Seller has received no written notice of any threatened
or pending litigation against Seller which would materially and
adversely affect the Real Property;
(iii) Seller has received no written notice from any
governmental authority that the improvements located on the Real
Property are presently in violation of any applicable building codes;
(iv) Seller has received no written notice from any
governmental authority that Seller's use of the Real Property is
presently in violation of any applicable zoning, land use or other law,
order, ordinance, rule or regulation affecting the Real Property;
(v) except for matters, if any, disclosed in the existing
Phase I Environmental Report or other materials delivered to Buyer as
described on Exhibit C or otherwise, Seller has received no written
notice that there has occurred during the period of Seller's ownership
of the Real Property any unlawful release, disposal or discharge of any
material quantity of Hazardous Substances (as hereinafter defined)
into, onto or beneath the Real Property; as used herein the term
"Hazardous Substances" shall mean and include any and all toxic or
hazardous substances, materials or wastes listed in the United States
Department of Transportation Table (49 CFR 172.101) or by the
Environmental Protection Agency as hazardous substances (40 CFR Part
302) and in any and all amendments thereto in effect as of the date of
this Agreement;
(vi) the only lease and subleases affecting the Real Property
are those identified on Exhibit C attached hereto true and complete
copies of which have been furnished by Seller to Buyer; and
8
<PAGE>
(vii) there are no service contracts binding upon Seller with
respect to the Real Property.
As used in this Section 4.1(b), the phrase "to Seller's Knowledge" shall refer
only to the actual knowledge of the Designated Persons (as defined below) and
shall not be construed, by imputation or otherwise, to refer to the knowledge of
Seller or of any officer, director, agent, manager, representative, employee or
advisor of Seller, or of any advisor to Seller, or any officers, directors or
employees of any advisor or its affiliates, or impose upon such Designated
Persons any duty to inquire into or investigate the matter to which such actual
knowledge, or absence thereof, pertains. As used in this paragraph, the term
"Designated Persons" shall refer only to the following persons employed by
Seller's advisor(s): (1) Larenz Menrath, whose title is Senior Vice President,
Portfolio Management, (2) Ted Koros, whose title is Vice President, Portfolio
Management, and (3) Herman H. Howerton, whose title is Executive Vice President
and General Counsel.
Section 4.2 Seller's Covenants. Seller hereby covenants and agrees
that:
(a) During the Contract Period, Seller will not enter into any service
contracts binding upon Buyer without Buyer's prior approval, which approval
shall not be unreasonably withheld and shall be deemed given if Buyer should
fail to approve or disapprove any proposed contract in writing within five (5)
working days following Seller's request for such action.
(b) During the Contract Period, Seller will not enter into any new
leases for any portion of the Real Property or enter into any material amendment
of any existing Leases without Buyer's prior approval, which approval shall not
be unreasonably withheld and shall be deemed given if Buyer should fail to
approve or disapprove any proposed new lease or amendment in writing within five
(5) working days following Seller's request for such action. The cost to
landlord of any leasing commissions and/or tenant improvements payable in
connection with any new lease of any portion of the Real Property which becomes
effective at any time during the Contract Period shall be prorated between Buyer
and Seller, based on the initial term of the lease, as of the Closing Date.
Seller shall be responsible for all such costs for any Leases executed prior to
the date of this Agreement.
9
<PAGE>
Section 4.3 Buyer's Warranties and Representations. Buyer hereby
represents and warrants to Seller that (a) Buyer and any entity to which Buyer
may assign this Agreement pursuant to Section 7.4 below have, and as of the
Closing Date shall have, full power and lawful authority to enter into and carry
out the terms and conditions of this Agreement and to execute and deliver all
documents which are contemplated by this Agreement, and (b) all actions
necessary to confer such power and authority upon the persons executing this
Agreement and all documents which are contemplated by this Agreement to be
executed on behalf of Buyer or its assignee have been taken.
Section 4.4 Limitations. The parties agree that (a) Seller's warranties
and representations contained in this Agreement and in any document (including
any certificate) executed by Seller pursuant to this Agreement shall survive
Buyer's purchase of the Property only for a period of two hundred seventy (270)
days after the Closing Date (the "Limitation Period"), and (b) Buyer shall
provide actual written notice to Seller of any breach of such warranties or
representations and shall allow Seller thirty (30) days within which to cure
such breach, or, if such breach cannot reasonably be cured within thirty (30)
days, an additional reasonable time period, so long as such cure has been
commenced within such thirty (30) days and diligently pursued. If Seller fails
to cure such breach after actual written notice and within such cure period,
Buyer's sole remedy shall be an action at law for damages as a consequence
thereof, which must be commenced, if at all, within the Limitation Period;
provided, however, that if within the Limitation Period Buyer gives Seller
written notice of such a breach and Seller commences to cure and thereafter
terminates such cure effort, Buyer shall have an additional thirty (30) days
from the date of such termination within which to commence an action at law for
damages as a consequence of Seller's failure to cure. The Limitation Period
referred to herein shall apply to known as well as unknown breaches of such
warranties or representations.
10
<PAGE>
ARTICLE 5
ESCROW AND CLOSING
Section 5.1 Escrow Arrangements. An escrow for the purchase and sale
contemplated by this Agreement has been opened by Seller with Title Company. On
or before the Closing Date, Seller and Buyer shall deliver escrow instructions
to the Title Company consistent with this Article 5 and the parties shall
deposit in escrow the funds and documents described below.
(a) Buyer shall deposit or cause to be deposited:
(i) the balance of the Purchase Price ("Seller's Funds"), plus
sufficient cash to pay Buyer's share of all escrow costs, prorations
and closing expenses as set forth in Section 5.3 and 5.4 below;
(ii) a counterpart Assignment of Leases (as defined in subparagraph
(b)(iv) below), duly executed by Buyer; and
(iii) a duly executed closing certificate in the form attached to
this Agreement as Exhibit E (the "Closing Certificate").
(b) Seller shall deposit:
(i) a duly executed and acknowledged special warranty deed to the
Real Property in the form attached to this Agreement as Exhibit F (the
"Deed");
(ii) a duly executed assignment of Seller's interest in the
Intangible Property in the form attached to this Agreement as Exhibit G
(the "General Assignment");
(iii) a duly executed bill of sale in the form attached to this
Agreement as Exhibit H (the "Bill of Sale");
(iv) a counterpart Assignment by Seller and assumption by Buyer of
Seller's interest in the Leases affecting the Property as of the
Closing Date in the form attached hereto as Exhibit I (the "Assignment
of Leases"), duly executed by Seller;
11
<PAGE>
(v) a certificate from Seller certifying the information required
by 1445 of the Internal Revenue Code and the regulations issued
thereunder to establish, for the purposes of avoiding Buyer's tax
withholding obligations, that Seller is not a "foreign person" as
defined in Internal Revenue Code 1445(f)(3) in the form attached to
this Agreement as Exhibit J (the "FIRPTA Certificate"); and
(vi) the duly executed estoppel certificate(s) required pursuant to
Section 5.7 below.
Section 5.2 Title Company's Duties and Closing. Seller and Buyer shall
instruct Title Company to close escrow on the Closing Date by:
(a) Recording all documents as may be necessary to clear title in
accordance with the requirements of this Agreement;
(b) Recording the Deed and the Assignment of Leases, in that order, and
instructing (if legally permitted) the County Recorder not to affix the amount
of any documentary or transfer taxes to the Deed but to attach a separate
statement to the Deed after recording;
(c) Paying all closing costs and making all prorations in accordance
with Sections 5.3 and 5.4 of this Agreement and a closing statement of
adjustments and prorations prepared by Title Company and approved by Buyer and
Seller prior to the Closing Date (the "Closing Statement");
(d) Delivering to Buyer the Title Policy; Title Company's certified
Closing Statement; conformed copies of the Deed and the Assignment of Leases
showing available recordation information (collectively, the "Recorded
Documents"), an original of each of the Bill of Sale, the General Assignment and
the FIRPTA Certificate and copies of all other documents deposited into Escrow;
and
(e) Delivering to Seller the Purchase Price, plus or minus closing
adjustments and prorations, Title Company's certified Closing Statement,
conformed copies of the Recorded Documents, an original of each of the Bill of
Sale, the General Assignment and the Closing Certificate and copies of all other
documents delivered to Title Company.
12
<PAGE>
Section 5.3 Closing Costs. Seller shall pay the local governmental
documentary transfer or transaction taxes or fees due on the transfer of the
Property from Seller to Buyer. Seller and Buyer shall share equally the escrow
fee charged by Title Company. Buyer shall pay the recording costs for this
transaction. Buyer shall pay the cost of the updated or new Phase I
Environmental Report and "as-built" survey obtained pursuant to Section 2.4
above. Seller shall pay the standard coverage portion of the premium for Buyer's
Title Policy. Buyer shall pay the extra premium for such policy related to
extended coverage, required endorsements and any related survey costs. Each
party shall pay its own attorneys' fees. Any other miscellaneous closing costs
shall be allocated among Seller and Buyer as is customary in connection with
commercial real estate transactions in the Menomonee Falls, Wisconsin.
Section 5.4 Prorations.
(a) Real property taxes and assessments, personal property taxes (if
any), rent (whether prepaid or applicable to the current rental period) and all
other items of income and expense with respect to the Property shall be prorated
between Seller and Buyer as of the Closing Date; provided, however, no proration
of taxes, assessments or other items of expense with respect to the Property
shall be made with regard to any such items paid or to be paid directly by the
tenant under the existing lease. Buyer shall be responsible for all leasing
commissions and the cost to landlord of tenant improvements attributable to
periods after the Closing Date for all leases executed during the Contract
Period as set forth in Section 4.2(b). Buyer shall receive a credit in escrow in
the amount of any deposits under Leases in effect on the Closing Date, or any
portion thereof, which are in Seller's possession and refundable to the tenant
as of the Closing Date plus the amount of any prepaid rent for periods from and
after the Closing Date. Buyer shall not be entitled to any interest on such
deposits which may have accrued prior to the Closing Date unless such interest,
under the terms of the applicable Lease, accrues for the benefit of the tenant.
Seller shall receive a credit in escrow for any refundable deposits and/or bonds
held by any utility, governmental agency or service contractor with respect to
the Property. Any rent collected by Buyer after the Closing Date shall be
applied first to the then current month's rental, and then to pay any rent then
due and owing for any period prior to the Closing Date, and Buyer shall remit
such amounts immediately upon receipt to Seller, and then to pay any rent owing
for any period after the Closing Date. If either Buyer or Seller receives any
revenues attributable to the period during which it is not the owner of the
Property, said party shall promptly forward such amounts to the other party (if
such revenues are only partially attributable to the period during which said
party is not the owner of the Property, the amount paid to the other party shall
be based upon proration as of the Closing Date as set forth above). Buyer shall
use its best efforts to collect and assist Seller in collecting any revenue
which is owed to Seller as of the Closing Date or which comes due thereafter.
13
<PAGE>
(b) Buyer and Seller shall cooperate to produce on or before the
Closing Date a schedule of prorations which is as complete and accurate as
reasonably possible. All prorations which can be reasonably estimated as of the
Closing Date shall be made in escrow on the Closing Date. All other prorations
and any adjustments to initial estimated prorations, shall be made by Buyer and
Seller within thirty (30) days following the Closing Date or such later time as
may be required, in the exercise of due diligence, to obtain the necessary
information for proration. Any net credit due one party from the other as a
result of such post-closing prorations and adjustments shall be paid to the
other in cash immediately upon the parties' written agreement to a final
schedule of post-closing adjustments and prorations.
Section 5.5 Closing Date. The Closing Date shall occur on a date
mutually agreed upon by Buyer and Seller, which shall be not later than May 31,
1996.
Section 5.6 Insurance. Seller's existing liability and property
insurance pertaining to the Property shall be canceled as of the Closing Date,
and Seller shall receive any premium refund due thereon.
Section 5.7 Tenant Estoppel. Seller shall use reasonable efforts to
obtain and to deliver to Buyer on or before the Closing Date an estoppel
certificate substantially in the form attached hereto as Exhibit K from Walmart
Stores, Inc., on behalf of the sole tenant of the Property (the "Estoppel"). The
execution and delivery to Buyer of the Estoppel shall be a condition precedent
to Buyer's obligation to purchase the Property and close the transaction
contemplated in this Agreement.
14
<PAGE>
Section 5.8 Delivery of Original Documents. Seller agrees to deliver to
Buyer on the Closing Date all original Leases, service contracts, plans and
specifications, plot plans, surveys, soils reports and other original documents
in Seller's possession pertaining to the Property.
Section 5.9 Filing of Reports. Title Company shall be solely
responsible for the timely filing of any reports or returns required pursuant to
the provisions of Section 6045(e) of the Internal Revenue Code of 1986 (and any
similar reports or returns required under any state or local laws) in connection
with the closing of the transaction contemplated in this Agreement.
ARTICLE 6
DEPOSIT
Buyer has previously deposited in the escrow ("Deposit") established
with Title Company for this transaction cash in the amount of $50,000.00. Title
Company shall invest all funds so deposited in an interest-bearing
cash-management account reasonably acceptable to Buyer and Seller. The funds so
deposited and all interest thereon are referred to collectively as the
"Deposit." In the event that (a) the conditions precedent set forth in Section
3.1 above shall have been satisfied or waived, (b) Seller shall have performed
fully or tendered performance of its obligations hereunder, and (c) Buyer shall
be unable or fail to perform its obligations hereunder, then the entire amount
of the Deposit shall be immediately paid by Title Company to Seller and retained
by Seller.
IN THE EVENT OF DEFAULT BY BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS
HEREUNDER, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT FORTHWITH AND
WITHOUT FURTHER OBLIGATION TO BUYER AND TO OBTAIN IMMEDIATE DISBURSEMENT OF AND
TO RETAIN THE DEPOSIT THEN HELD BY ESCROW HOLDER. SUCH RETENTION OF THE DEPOSIT
IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT INSTEAD, IS INTENDED TO
CONSTITUTE LIQUIDATED DAMAGES TO SELLER. THE PARTIES ACKNOWLEDGE THAT THE ACTUAL
DAMAGES WHICH WOULD RESULT TO SELLER AS A RESULT OF SUCH FAILURE WOULD BE
EXTREMELY DIFFICULT TO ESTABLISH. IN ADDITION, BUYER DESIRES TO HAVE A
LIMITATION PUT UPON ITS POTENTIAL LIABILITY TO SELLER IN THE EVENT THAT THIS
TRANSACTION SHALL FAIL TO CLOSE. BY PLACING THEIR RESPECTIVE INITIALS IN THE
SPACES HEREINAFTER PROVIDED, THE PARTIES ACKNOWLEDGE THAT UPON A DEFAULT BY
15
<PAGE>
BUYER UNDER THE TERMS OF THIS AGREEMENT, SELLER SHALL BE ENTITLED TO LIQUIDATED
DAMAGES IN THE AMOUNT OF THE DEPOSIT.
BUYER (\s\ G.B.H.) AND SELLER (\s\ R.A.F.) AGREE.
In the event that this transaction is consummated as contemplated by this
Agreement, then the entire amount of the Deposit shall be credited against the
Purchase Price. The entire amount of the Deposit shall be returned immediately
to Buyer in the event that (a) the conditions precedent set forth in Section 3.1
above shall have been satisfied or waived, (b) Buyer shall have performed fully
or tendered performance of its obligations hereunder, and (c) Seller shall be
unable or fail to perform its obligations under this Agreement.
ARTICLE 7
MISCELLANEOUS
Section 7.1 Damage or Destruction.
(a) Subject to the provisions of subsection (b) below, Buyer shall be
bound to purchase the Property for the Purchase Price as required by the terms
of this Agreement without regard to the occurrence during the Contract Period of
any damage to or destruction of the Improvements ("Contract Period Damage").
Buyer shall receive a credit in escrow in the amount of any insurance proceeds
(net of reasonable costs incurred in securing such proceeds) collected by Seller
prior to the Closing Date as a result of any Contract Period Damage and not
expended by Seller on repair, replacement or restoration of the Property
pursuant to subsection (c) below. Seller promptly shall deliver to Buyer any
such insurance proceeds as shall be collected by Seller following the Closing
Date.
(b) Notwithstanding the foregoing, if the cost of repair, replacement
or restoration of the Property attributable to any Contract Period Damage
exceeds $150,000.00, either party may elect to terminate this Agreement by
written notice to the other given not more than ten (10) days following the
event of damage or destruction and not later than one day prior to the Closing
Date. If the Contract Period Damage arises out of an uninsured risk, Seller
shall elect, by written notice given within such 10- day period, either to
terminate this Agreement or to close escrow as contemplated in this Agreement
16
<PAGE>
with a reduction in the Purchase Price equal to the cost of repair, replacement
or restoration of the Property. Upon termination of this Agreement pursuant to
this paragraph, Seller shall return or cause Title Company to return to Buyer
the Deposit. In the event neither party timely elects to terminate this
Agreement pursuant to this subsection, the provisions of subsection (a) above
shall be applicable.
(c) Upon the occurrence of any Contract Period Damage, Seller may, but
shall not be obligated to, use any insurance proceeds collected with respect to
such Contract Period Damage to repair, replace or restore the Property to the
extent reasonably feasible prior to the Closing Date. Seller's election to
commence the repair, replacement or restoration of the Property prior to the
Closing Date shall in no way imply that Seller has made any representation or
warranty with respect to any work performed in connection with such repair,
replacement or restoration ("Seller's Repairs"). The plans, materials, choice of
contractor and all other material aspects of the performance of Seller's Repairs
shall be subject to Buyer's review and approval (which shall not be unreasonably
withheld) and to the general disclaimer set forth in Section 2.3 above. In the
event that Buyer does not approve any aspect of Seller's Repairs in writing
within five (5) days following Seller's request for such approval, Seller may,
at its option, terminate this Agreement by written notice delivered to Buyer on
or before the Closing Date.
(d) Notwithstanding anything in this Agreement to the contrary, the
insurance proceeds to be credited or delivered to Buyer pursuant to this Section
7.1 shall exclude business interruption or rental loss insurance proceeds, if
any, allocable to the period through the Closing Date, which proceeds shall be
retained by Seller.
Section 7.2 Brokerage Commissions and Finder's Fees. Each party to this
Agreement warrants to the other that, except for the commissions mentioned
below, no person or entity can properly claim a right to a real estate
commission, real estate finder's fee, real estate acquisition fee or other real
estate brokerage-type compensation (collectively, "Real Estate Compensation")
based upon the acts of that party with respect to the transaction contemplated
by this Agreement. Each party hereby agrees to indemnify and defend the other
against and to hold the other harmless from and against any and all loss, cost,
liability or expense (including but not limited to attorneys' fees and returned
17
<PAGE>
commissions) resulting from any claim for Real Estate Compensation by any person
or entity based upon such acts or from payment of Real Estate Compensation to
any person by Buyer or by any entity affiliated with Buyer. Buyer acknowledges
that Seller shall pay Real Estate Compensation to Cushman & Wakefield pursuant
to a separate written agreement between Seller and Cushman & Wakefield. Buyer
further acknowledges that Seller may pay Real Estate Compensation to its
advisor, Metric Realty.
Section 7.3 Leasing Commissions. Seller shall indemnify, protect,
defend and hold Buyer harmless from and against any leasing commissions payable
in connection with the current terms of the Leases (specifically excluding
therefrom any commission for option periods, renewal periods, extension periods
or waivers of termination rights or as otherwise provided in Section 4.2(b)
above). Buyer shall indemnify and hold Seller harmless from and against any
other leasing commissions relating to the Property.
Section 7.4 Successors and Assigns. Buyer shall not assign any of
Buyer's rights or duties hereunder without the prior written consent of Seller,
which consent Seller may grant or withhold in its sole and absolute discretion.
Subject to the foregoing, this Agreement shall inure to the benefit of and be
binding upon the parties hereto and their successors and assigns.
Section 7.5 Notices. All written notices required to be given pursuant
to the terms hereof shall be either (I) personally delivered, (ii) deposited in
the United States mail, registered or certified return receipt requested,
postage prepaid, (iii) sent by Federal Express or similar nationally recognized
overnight courier service, or (iv) transmittal by facsimile with a hard copy
sent within one (1) business day by any of the foregoing means, and addressed as
follows:
To Seller: c/o Metric Realty
1 California Street, Suite 1400
San Francisco, CA 94111
Attn: Minton J. Newell
Fax No: (415) 678-2291
Phone No: (415) 678-2107
18
<PAGE>
with copies to: Metric Realty
1 California Street, Suite 1400
San Francisco, CA 94111
Attn: Herman H. Howerton, Esq.
Fax No: (415) 678-2296
Phone No: (415) 678-2135
Landels Ripley & Diamond, LLP
350 The Embarcadero, 6th Floor
San Francisco, CA 94105
Attn: Scott D. Rogers, Esq.
Fax No: (415) 512-8750
Phone No: (415) 512-8700
To Buyer: The University of Chicago
450 North Cityfront Plaza Drive
Suite 440
Chicago, IL 60611
Attn: William Desmond
Fax No: (312) 595-1025
Phone No: (312) 595-1000
with a copy to: Wilson & McIlvaine
500 West Madison Street, Suite 3700
Chicago, IL 60661
Attn: Peter A. Sarasek, Esq.
Fax No: (312) 715-5155
Phone No: (312) 715-5000
19
<PAGE>
The foregoing addresses may be changed from time to time by written
notice. Notices shall be deemed received upon the earlier of actual receipt or
delivery (or refusal to accept delivery) or three (3) working days following
sending as provided above.
Section 7.6 Time. Time is of the essence of every
provision contained in this Agreement.
Section 7.7 Possession. Possession of the Property shall be delivered
to Buyer on the Closing Date, subject to the rights of tenants under the
existing Leases.
Section 7.8 Incorporation by Reference. All of the exhibits attached to
this Agreement or referred to herein and all documents in the nature of such
exhibits, when executed, are by this reference incorporated in and made a part
of this Agreement.
Section 7.9 No Deductions or Off-Sets. Buyer acknowledges that the
Purchase Price to be paid for the Property pursuant to this Agreement is a net
amount and shall not be subject to any off-sets or deductions.
Section 7.10 Attorneys' Fees. In the event any dispute between Buyer
and Seller should result in litigation, the prevailing party shall be reimbursed
for all reasonable costs incurred in connection with such litigation, including,
without limitation, reasonable attorneys' fees.
Section 7.11 Construction. The parties acknowledge that each party and
its counsel have reviewed and revised this Agreement and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or
any amendments or exhibits hereto.
Section 7.12 No Merger. The provisions of this Agreement shall not
merge with the delivery of the Deed but shall, except as otherwise provided in
this Agreement, survive the close of escrow.
Section 7.13 Governing Law. This Agreement shall be construed and
interpreted in accordance with and shall be governed and enforced in all
respects according to the laws of the State of Wisconsin.
20
<PAGE>
Section 7.14 Disclosure of Information.
(a) Certain Definitions. For purposes of this Section 7.14, the
following terms shall have the respective meanings assigned to them in this
subsection (a):
(i) "Affiliate" shall mean: any person or entity directly or
indirectly controlling, controlled by or under common control with the
subject person or entity; any person or entity owning or controlling
10% or more of the outstanding voting securities of the subject entity;
any officer, director or partner of the subject entity; and any entity
for which the subject person or entity acts in the capacity of officer,
director or partner;
(ii) "Buyer Group" shall mean Buyer and its Affiliates, and the
directors, officers, employees, partners, agents, attorneys and
representatives of such parties;
(iii) "Metric" shall mean Metric Management, Inc., a Delaware
corporation; and
(iv) "Disclosure Document" shall mean any offering circular,
prospectus, report, advertisement, correspondence or other document
which names or refers in any manner, directly or indirectly, to Metric,
any of their respective Affiliates or Seller.
(b) Restrictions on Disclosure. Buyer agrees that, unless Buyer has
obtained the prior written consent of Metric, Buyer shall not release, publish
or otherwise distribute, and shall not authorize or permit any person or entity
(including without limitation any member of the Buyer Group) to release, publish
or otherwise distribute, to any person or entity other than Metric or any of
their respective Affiliates, or any member of the Buyer Group, any Disclosure
Document.
(c) Indemnification. Buyer shall indemnify and hold harmless Metric,
its Affiliates and Seller, and all directors, officers, employees, partners,
agents and representatives of such parties, against and from any and all
liability, losses, damages, costs and obligations whatsoever (including without
limitation attorneys fees and costs) which arise out of or relate in any way to
21
<PAGE>
the release, publishing or other distribution of any Disclosure Document by
Buyer or by any person or entity (including without limitation any member of the
Buyer Group) whom Buyer has authorized or permitted to release, publish or
otherwise distribute such Disclosure Document contrary to the restrictions
contained in the preceding subparagraph (b).
Section 7.15 Damages. Buyer agrees that any liability of Seller under
any claim brought prior to the Closing Date pursuant to this Agreement or any
document or instrument delivered simultaneously or in connection with, or
pursuant to this Agreement, shall be limited solely to the Property, and no
other assets of Seller shall be subject to levy or execution. With respect to
any such claim brought following the Closing Date, any liability of Seller shall
be limited solely to the assets of Seller. In no event shall Buyer seek
satisfaction for any such obligation from any of the shareholders, directors,
officers or agents of Seller. Except with respect to a willful or voluntary
default by Seller of its obligation to convey the Property to Buyer as provided
in this Agreement, Buyer specifically waives any right to seek specific
performance of Seller's obligations under this Agreement and acknowledges that
its only remedy in the event of a breach of this Agreement by Seller shall be
the right (as limited by this Section 7.15) to seek money damages at law.
Section 7.16 Termination without Breach. In the event either party
desires to exercise any right expressly provided in this Agreement to terminate
this Agreement, such party shall give written notice of such termination and the
reason therefor to the other party. Thereafter, except in the event of a
termination based upon a default by either party in the performance of its
obligations under this Agreement, and effective as of the effective date of such
notice, each party shall be released from its obligations hereunder and all
monies and documents deposited into Escrow shall be returned to the party which
deposited them, all documents delivered by Seller to Buyer relating to the
Property shall be returned and all reports, studies, analyses and tests prepared
by or for Buyer relating to the Property shall immediately be delivered to
Seller; provided, however, that nothing herein shall limit Buyer's indemnity set
forth in Section 2.3(b) and 7.14(c) hereof.
Section 7.17 Counterparts. This Agreement may be executed in one or
more counterparts. All counterparts so executed shall constitute one contract,
binding on all parties, even though all parties are not signatory to the same
counterpart.
22
<PAGE>
Section 7.18 Entire Agreement. This Agreement and the attached
exhibits, which are by this reference incorporated herein, and all documents in
the nature of such exhibits, when executed, contain the entire understanding of
the parties and supersede any and all other written or oral
understanding,including, without limitation, that certain Letter of Intent dated
as of January 18, 1996 between Seller and Buyer.
IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of
the day and year first written above.
SELLER:
METRIC INCOME TRUST SERIES, INC.,
a California corporation
By: \s\ Robert A. Fiddaman
- --------------------------
Its: Chairman of the Board
President and chief Executive Officer
BUYER:
THE UNIVERSITY OF CHICAGO,
an Illinois not-for-profit corporation
By: \s\ Gary B. Helms
- ---------------------
Its: Vice President for Investments
23
<PAGE>
EXHIBIT A
Title Report
A.L.T.A Commitment No. 1054412/MS., Reference No. 18489
prepared by Chicago Title Insurance Company, effective
March 18, 1996 not filed with this amendment. Metric Income
Trust Series, Inc. agrees to provide the Securities and
Exchange Commission a copy of said Title Insurance Policy
upon request.
<PAGE>
EXHIBIT B
Legal Description
Parcel 2 of Certified Survey Map No. 6001, recorded October 25, 1989 in
Volume 49 of Certified Survey Maps on Pages 129 to 132 inclusive, as
Document No. 1561488, being a division of lands in the SW 1/4 and the
NW 1/4 of the SW 1/4 of Section 1, T 8 N, R 20 E, in the Village of
Menomonee Falls, County of Waukesha, State of Wisconsin.
Tax Key No. MNFV 0003.978
Address: W1400 N9000 Lilly Road
<PAGE>
EXHIBIT C
List of Due Diligence Items
Recent Property Tax Bill
Current Appraisal
Preliminary Title Report With Recorded Documents
Existing Phase I Environmental Report
The Following Current Leases, Rental Agreements and/or Subleases:
1. The Wholesale Club, Inc. (as amended)
2. Victor/Rienz, a Division of Dana Corporation
3. Whalen/Weaver's, Inc.
Plans, Specifications & Site Plan
Existing "As-Built" Survey of Property
<PAGE>
EXHIBIT D
[INTENTIONALLY LEFT BLANK]
<PAGE>
EXHIBIT E
BUYER'S CLOSING CERTIFICATE
THIS BUYER'S CLOSING CERTIFICATE ("Certificate") is made and entered
into as of this 25th day of June, 1996 by THE UNIVERSITY OF CHICAGO, an Illinois
not-for-profit corporation ("Buyer"), to and for the benefit of METRIC INCOME
TRUST SERIES, INC., a California corporation ("Seller"), under and pursuant to
the terms of that certain Agreement for Purchase and Sale of Real Property dated
as of May 15, 1996, as amended, between Seller and Buyer (the "Agreement"). All
words and phrases having their initial letters capitalized in this Certificate
and not specifically defined herein shall have their meanings set forth in the
Agreement.
As a condition to closing of the transaction contemplated in the
Agreement and as a material and substantial inducement to Seller to sell and
convey the Property to Buyer, Buyer hereby confirms, certifies and agrees as
follows:
1. Buyer hereby acknowledges and agrees that Buyer (a) has concluded
whatever studies, tests, and investigations Buyer desired to conduct relating to
the Property including, without limitation, economic reviews and analyses, soils
tests, engineering analyses, environmental analyses and analysis of any
applicable records of the planning, building, public works or any other
governmental or quasi-governmental entity having or asserting jurisdiction over
the Property; (b) has reviewed and read (or has elected not to do so) and has
understood all instruments affecting the Property and/or its value which Buyer
deems relevant, including, without limiting the generality of the foregoing, all
documents referred to in the Title Report and all leases, operating statements,
demographic studies and market analyses; (c) and its consultants have made all
such independent studies, analyses and investigations, as Buyer has deemed
necessary, including, without limitation, those relating to environmental
matters and the leasing, occupancy and income of the Property; (d) is relying
solely on its own investigations as to the Property and its value and is
assuming the risk that adverse physical, economic or other conditions
(including, without limitation, adverse environmental conditions (including,
without limitation, soils and groundwater conditions) and status of compliance
with the requirements of the Americans With Disabilities Act of 1990 or Fair
Housing Act of 1968, as amended) may not have been revealed by such
investigation; and (e) that Seller has given Buyer every opportunity to
<PAGE>
consider, inspect and review to its satisfaction the physical, environmental,
economic and legal condition of the Property and all files and information in
Seller's possession which Buyer deems material to the purchase of the Property.
2. Buyer hereby further acknowledges and agrees that (a) Seller has not
made and has specifically disclaimed the making of any representations or
warranties, express or implied, regarding the Property or its value or matters
affecting the Property, including, without limitation, the physical condition of
the Property, title to or the boundaries of the Real Property, pest control
matters, soil condition, hazardous waste, toxic substance or other environmental
matters, compliance with the Americans With Disabilities Act of 1990, Fair
Housing Act of 1968 (as amended) or other building, health, safety, land use and
zoning laws, regulations and orders, structural and other engineering
characteristics, traffic patterns and all other information pertaining to the
Property, (b) Seller did not develop or construct the Real Property, (c) Buyer
entered into the Agreement and is closing the contemplated transaction with the
intention of making and relying upon its own investigation of the physical,
environmental, economic and legal condition of the Property, (d) Buyer is not
relying upon any representations and warranties, other than those specifically
set forth in Section 4.1 in the Agreement, made by Seller or anyone acting or
claiming to act on Seller's behalf concerning the Property or its value.
3. Buyer further acknowledges that it has not received from Seller any
accounting, tax, legal, architectural, engineering, property management or other
advice with respect to this transaction and is relying solely upon the advice of
its own accounting, tax, legal, architectural, engineering, property management
and other advisors. Buyer agrees and confirms that the Property is being
purchased by and accepted by Buyer in its "AS IS" condition and WITH ALL FAULTS
on the Closing Date and assumes the risk that adverse physical, environmental,
economic or legal conditions may not have been revealed by its investigation.
4. Except with respect to any claims arising out of any breach of
covenants, representations or warranties set forth in Sections 4.1 or 4.2 of the
Agreement, Buyer, for itself and its agents, affiliates, successors and assigns,
hereby releases and forever discharges Seller, its agents, partners, affiliates,
successors and assigns from any and all rights, claims and demands at law or in
equity, whether known or unknown at the time of this agreement, which Buyer has
<PAGE>
or may have in the future, arising out of the physical, environmental, economic
or legal condition of the Property.
5. Buyer hereby specifically acknowledges that Buyer has carefully
reviewed this Certificate and discussed its import with legal counsel and that
the provisions of this Certificate are a material and substantial inducement to
Seller to consummate the transaction contemplated in the Agreement.
IN WITNESS WHEREOF, Buyer has executed and delivered this Certificate
as of the date and year first set forth above.
BUYER:
THE UNIVERSITY OF CHICAGO,
an Illinois not-for-profit corporation
By: \s\ Gary B. Helms
-----------------
Its: Vice President for Investments
<PAGE>
EXHIBIT F
Form of Deed
Recording Requested By Certified to be a true copy
and Of document recorded 6/25/96
When Recorded Mail To: In Book _____ Series 2136420
Of official records.
THE UNIVERSITY OF CHICAGO Chicago Title Insurance Co.
450 North Cityfront Plaza Drive By: \s\
Suite 440 -----------------------
Chicago, IL 60611
Attn: William Desmond
- --------------------------------------------------------------------------------
Space Above This Line For Recorder's Use
WISCONSIN
SPECIAL WARRANTY DEED
This Deed is made between METRIC INCOME TRUST SERIES, INC., a
California corporation ("Grantor"), and THE UNIVERSITY OF CHICAGO, an Illinois
not-for-profit corporation ("Grantee").
WITNESSETH, That the said Grantor, for a valuable consideration,
conveys to Grantee the following described real estate in Waukesha County, State
of Wisconsin:
SEE DESCRIPTION ATTACHED HERETO AS EXHIBIT A AND
INCORPORATED HEREIN BY THIS REFERENCE
Tax Parcel: MNFV 0003.978
Together with all and singular the hereditaments and appurtenances
thereunto belonging;
And Grantor warrants title to said real estate and will defend the same
against the lawful claims of persons claiming by, through or under said Grantor
and none other.
Dated as of this 25th day of June, 1996.
GRANTOR:
METRIC INCOME TRUST SERIES, INC.
A California corporation
By: \s\ Robert A. Fiddaman
----------------------
Its: President
<PAGE>
Exhibit A
Legal Description
Parcel 2 of Certified Survey Map No. 6001, recorded October 25, 1989 in Volume
49 of Certified Survey Maps on Pages 129 to 132 inclusive, as Document No.
1561488, being a division of lands in the SW 1/4 and the NW 1/4 of the SW 1/4 of
Section 1, T 8 N, R 20 E, in the Village of Menomonee Falls, County of Waukesha,
State of Wisconsin.
Tax Key No. MNFV 0003.978
ADDRESS: W1400 N9000 Lilly Road
<PAGE>
ACKNOWLEDGMENT
State of California
County of San Francisco
On June 17, 1996, before me, Tana J. Laura, Notary Public for the State
of California, personally appeared Robert A. Fiddaman, personally known to me to
be the person whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacity, and that by his
signature on the instrument the person, or the entity upon behalf of which the
person acted, executed the instrument.
WITNESS my hand and official seal.
Signature \s\Tana J. Laura (Seal)
-----------------------------------------------------
Tana J. Laura, Notary Public
Commission Expires 12/9/96
<PAGE>
EXHIBIT G
Form of General Assignment
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby expressly acknowledged, METRIC INCOME TRUST SERIES, INC., a California
corporation ("Assignor"), hereby assigns, transfers and conveys to UNIVERSITY OF
CHICAGO, a Illinois not-for-profit corporation ("Assignee"), all of Assignor's
right, title and interest in and to the Intangible Property, as that term is
defined in that certain Agreement for Purchase and Sale of Real Property (the
"Agreement") dated May 15, 1996 entered into by and between Assignor, as Seller,
and Assignee, as Buyer.
Assignee hereby assumes and agrees to keep, perform and fulfill all of
Assignor' s obligations as obligor under any contracts included in Intangible
Property under the Agreement (the "Assigned Contracts"). Assignee also agrees to
indemnify, protect, defend and hold Assignor harmless from and against any and
all claims, damages, losses, costs and expenses (including attorneys' fees)
arising in connection with the Assigned Contracts and relating to the period
after Closing.
Assignor hereby covenants and warrants that it has performed all of the
obligations to be performed by Assignor pursuant to and in accordance with, or
with respect to, the Assigned Contracts and agrees to indemnify, protect, defend
and hold Assignee harmless from and against any and all claims, damages, losses,
costs and expenses (including attorneys' fees) arising in connection with the
Assigned Contracts and relating to the period prior to Closing.
This General Assignment is given pursuant to the Agreement.
IN WITNESS WHEREOF, Assignor and Assignee have executed this General
Assignment as of June 25, 1996.
<PAGE>
ASSIGNEE:
THE UNIVERSITY OF CHICAGO
an Illinois not-for-profit corporation
By: \s\ Gary B. Helms
-----------------
Its: Vice President for Investments
ASSIGNOR:
METRIC INCOME TRUST SERIES, INC.,
a California corporation
By: \s\ Robert A. Fiddaman
----------------------
Its: President
<PAGE>
EXHIBIT H
Form of Bill of Sale
Bill Of Sale
For valuable consideration, receipt of which is acknowledged, METRIC
INCOME TRUST SERIES, INC., a California corporation ("Seller"), grants, sells,
transfers and assigns to THE UNIVERSITY OF CHICAGO, an Illinois not-for-profit
corporation ("Buyer"), all of the personal property described in Schedule 1
attached hereto and by this reference incorporated herein. Buyer acknowledges
and agrees that such personal property is sold to and shall be accepted by Buyer
in its "As-Is" condition and WITH ALL FAULTS and without any representation of
any kind or nature except to the extent, if any, specifically made in that
certain Agreement for Purchase and Sale of Real Property dated as of May 15,
1996 between Seller and Buyer.
IN WITNESS WHEREOF, Seller has executed this Bill of Sale this 25th day
of June, 1996.
SELLER:
METRIC INCOME TRUST, INC., a
CALIFORNIA corporation
By: \s\ Robert A. Fiddaman
---------------------
Its: President
<PAGE>
SCHEDULE 1 TO BILL OF SALE
Schedule of Personal Property
NONE
<PAGE>
EXHIBIT I
Form of Assignment of Leases
Recording Requested By Certified to be a true copy
and Of document recorded 6/25/96
When Recorded Mail To: In Book _____ Series 2136420
Of official records.
The University of Chicago Chicago Title Insurance Co.
450 North Cityfront Plaza Drive By: \s\
Suite 440 ------------------------
Chicago, IL 60611
Attn: William Desmond
- -------------------------------------------------------------------------------
Space Above This Line For Recorder's Use
ASSIGNMENT OF LEASES
This ASSIGNMENT is entered into this 25th day of June, 1996, by and
between METRIC INCOME TRUST SERIES, INC., a CALIFORNIA corporation ("Assignor"),
and THE UNIVERSITY OF CHICAGO, an Illinois not-for-profit corporation
("Assignee").
RECITALS
A. Assignor is the landlord under those certain leases described on
Schedule 1 attached hereto (the "Leases") relating to that certain real property
described in Schedule 2 attached hereto and commonly known as the W140-N9000
Lilly Road, Menomonee Falls, Wisconsin (the "Property").
B. Assignor and Assignee are parties to that certain Purchase and Sale
Agreement dated as of May 15, 1996 pursuant to which Assignor has agreed to sell
and Assignee has agreed to purchase the Property and Assignor has agreed to
assign and Assignee has agreed to assume the Leases.
For valuable consideration, receipt of which is acknowledged, Assignor
and Assignee agree as follows:
<PAGE>
1. Assignor assigns to Assignee all of the right, title and interest of
Assignor in the Leases.
2. Assignor agrees to indemnify and hold Assignee harmless from and
against any and all losses, costs, liabilities, damages and expenses, including,
without limitation, reasonable attorneys' fees, accruing prior to the date
hereof and arising out of the Leases.
3. Assignee assumes as of and from the date hereof all of Assignor's
obligations under the Leases.
4. Assignee agrees to indemnify and hold Assignor harmless from and
against any and all losses, costs, liabilities, damages and expenses including,
without limitation, reasonable attorneys' fees, accruing on or after the date
hereof and arising out of the Leases.
5. If Assignor or Assignee is required to employ counsel to enforce any
of the terms of this Agreement or for damages by reason of any alleged breach of
this Agreement or for a declaration of rights hereunder, the prevailing party
shall be entitled to recover its reasonable attorneys' fees and court costs
incurred.
6. This Assignment shall be binding on, and inure to the benefit of,
the parties hereto, their successors in interest, and assigns.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
as of the day and year first hereinabove written.
ASSIGNOR:
METRIC INCOME TRUST SERIES, INC.
A California corporation
By: \s\ Robert A. Fiddaman
----------------------
Its: President
ASSIGNEE:
THE UNIVERSITY OF CHICAGO,
an Illinois not-for-profit corporation
By: \s\ Gary B. Helms
----------------
Its: Vice President for Investments
<PAGE>
SCHEDULE 1
Schedule of Leases
TENANT DATE OF LEASE
The Wholesale Club, Inc.* September 28, 1989**
* Tenant's interest now held by
Wal-Mart Stores, Inc.
**Amended by First Amendment to Lease
Dated as of May 10, 1990
<PAGE>
SCHEDULE 2
Legal Description
Parcel 2 of Certified Survey Map No. 6001, recorded October 25, 1989 in Volume
49 of Certified Survey Maps on Pages 129 to 132 inclusive, as Document No.
1561488, being a division of lands in the SW 1/4 and the NW 1/4 of the SW 1/4 of
Section 1, T 8 N, R 20 E, in the Village of Menomonee Falls, County of Waukesha,
State of Wisconsin.
Tax Key No.: MNFV 0003.978
ADDRESS: W1400 N9000 Lilly Road
<PAGE>
ACKNOWLEDGMENT
State of California
County of San Francisco
On June 17, 1996, before me, Tana J. Laura, Notary Public for the State
of California, personally appeared Robert A. Fiddaman, personally known to me to
be the person whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacity, and that by his
signature on the instrument the person, or the entity upon behalf of which the
person acted, executed the instrument.
WITNESS my hand and official seal.
Signature \s\Tana J. Laura (Seal)
---------------------------------------------------------
Tana J. Laura, Notary Public
Commission Expires 12/9/96
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
I HEREBY CERTIFY that on this 20th day of June, 1996, before me, a
Notary Public of said State, personally appeared Gary Helms, who acknowledged
himself to be the Vice President for Investments of The University of Chicago,
known to me (or satisfactorily proven) to be the person whose name is subscribed
to the foregoing instrument and acknowledged that he executed the same for the
purposes therein contained as the duly authorized Vice President for Investments
of said entity by signing the name of such entity by himself as Vice President
for Investments.
Notary Public \s\Peter A. Sarasek
-------------------------
Peter A. Sarasek, Notary
Public, State of Illinois
My Commission Expires: 12/3/99
<PAGE>
EXHIBIT J
Form of FIRPTA Certificate
To inform THE UNIVERSITY OF CHICAGO, an Illinois not-for-profit
corporation ("Transferee"), that withholding of tax under Section 1445 of the
Internal Revenue Code of 1986, as amended (the "Code"), will not be required
upon transfer of certain real property to Transferee by METRIC INCOME TRUST
SERIES, INC., a California corporation ("Transferror"), the undersigned hereby
certifies the following on behalf of Transferror:
1. Transferror is not a foreign person, foreign corporation, foreign
partnership, foreign trust, or foreign estate (as those terms are defined in the
Code and the Income Tax Regulations promulgated thereunder);
2. Transferror's U.S. employer identification/social security number is
as follows: 94-3087630.
3. Transferror's office address is: c/o Metric Realty, 1 California
Street, Suite 1400, California 94111.
Transferror understands that this Certification may be disclosed to the
Internal Revenue Service by Transferee and that any false statement contained
herein could be punished by fine, imprisonment, or both.
Transferror understand that Transferee is relying on this Certification
in determining whether withholding is required upon said transfer.
Under penalty of perjury I declare that I have examined this
Certification and to the best of my knowledge and belief it is true, correct and
complete, and I further declare that I have authority to sign this document on
behalf of Transferror.
Date: June 25, 1996
METRIC INCOME TRUST SERIES, INC.,
a California corporation
By: \s\ Robert A. Fiddaman
------------------------------
Its: President
<PAGE>
EXHIBIT K
Form of Tenant Estoppel
Tenant Estoppel Certificate (in form of letter from WalMart Stores, Inc., to
Seller and Buyer) dated May 31, 1996 not filed with this amendment. Metric
Income Trust Series, Inc., agrees to provide the Securities and Exchange
Commission a copy of said Tenant Estoppel Certificate upon request.
<PAGE>
EXHIBIT K
Form of Tenant Estoppel
Buyer's revised proposed form of tenant estoppel is acceptable except
as follows:
1. Add the phrase "Except as expressly set forth in the
Lease," at the beginning of Paragraph 3.
2. Add the phrase "of first refusal" following the word
"right" and preceding the word "to" in the 6th line of
Paragraph 8.
3. Re-write Paragraph 11 as follows:
The address for notices to be sent to Tenant is as
set forth below:
------------------------
------------------------
------------------------
4. Re-write Paragraph 12 as follows:
Tenant acknowledges that all the interest of Landlord
in and to the Lease is being duly conveyed to The
University of Chicago ("University") knowing that the
University relies upon the truth of this
certification in making said acquisition.
<PAGE>
FIRST AMENDMENT TO
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
THIS FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL
PROPERTY ("Amendment") is made and entered into as of the 17th day of June,
1996, by and between METRIC INCOME TRUST SERIES, INC., a California corporation
("Seller"), and THE UNIVERSITY OF CHICAGO, an Illinois not-for-profit
corporation ("Buyer").
Recitals:
A. Seller and Buyer entered into that certain Agreement for Purchase
and Sale of Real Property dated as of May 15, 1996 ("Agreement") with respect to
certain real property located at W140-N9000 Lilly Road, Menomonee Falls,
Wisconsin, and being more particularly described in the Agreement.
B. Buyer has completed its inspections and investigations of the
Property and has requested that it be provided with acceptable assurance of
post-closing resolution of certain concerns noted in that certain Property
Condition Report dated as of April 25, 1996 prepared by Eckland Consultants,
Inc. (the "Eckland Report") with regard to the physical condition of the
Property.
C. Seller believes that correction of most of the physical conditions
noted in the Eckland Report are the responsibility of Wal-Mart Stores, Inc.
("Tenant") under its existing lease of the Property.
D. Notwithstanding Seller's belief, Seller and Buyer have negotiated in
good faith with regard to escrow of certain closing funds to assure post-closing
resolution of the noted physical conditions and have agreed to escrow a sum not
to exceed $135,850 on the term and conditions contained below.
Agreement:
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:
1
<PAGE>
1. Each of the above recitals is true and correct and incorporated
herein by this reference.
2. All words and phrases having their initial letters capitalized in
this Amendment but not specifically defined herein shall have the meanings set
forth in the Agreement.
3. The Closing Date as defined in Section 1.1 and 5.5 of the Agreement
is hereby extended to June 20, 1996; provided, however, upon written notice by
either Seller or Buyer that additional time is reasonably required to complete
the contemplated transaction, the Closing Date may be extended to a date not
later than July 10, 1996.
4. Buyer's closing condition precedent contained in Section 3.1(a)(i)
of the Agreement is hereby waived by Buyer.
5. Seller's closing condition precedent contained in Section 3.1(b)(ii)
of the Agreement is hereby waived by Seller.
6. Buyer hereby acknowledges its receipt and approval of a copy of the
executed Estoppel and the closing condition contained in Section 5.7 of the
Agreement relating to receipt and approval of the Estoppel is hereby waived by
Buyer subject only to (i) Seller's delivery of the original Estoppel to Buyer at
Closing, and (ii) Seller's delivery at Closing of a letter certifying that
Tenant has paid rent as required under the lease described in the Estoppel
current through the date of Closing.
7. Upon Closing, the sum of $135,850 (the "Total Escrow Amount") out of
the sale proceeds otherwise due Seller upon Closing shall be deposited by Seller
with Title Company in escrow for deposit by Title Company in an interest bearing
account for post-closing disbursement as provided herein. All interest earned
thereon shall accrue to the benefit of Seller and shall be disbursed by Title
Company to Seller upon termination of the escrow described in this Paragraph 7.
All fees and costs of the escrow described in this Paragraph 7 shall be paid by
Seller. Seller and Buyer agree to execute such other and further escrow
instructions as may be reasonably required by Title Company in connection with
the escrow described in this Paragraph 7 provided that such additional
instructions shall not be inconsistent with the terms contained in this
Paragraph 7. The Total Escrow Amount shall be allocated between two (2)
2
<PAGE>
sub-escrow accounts as follows: the sum of $27,450.00 (the "Owner's Work Escrow
Amount") shall be allocated for the work items specifically described in Exhibit
A attached hereto (the "Owner's Work"), and the sum of $108,400.00 (the
"Tenant's Work Escrow Amount") shall be allocated for the work items
specifically describe in Exhibit B attached hereto (the "Tenant's Work").
7.1 Upon the earlier of Buyer's written notice to Seller and
Title Company of the completion of the Owner's Work by Buyer to the
satisfaction of Buyer in its sole discretion or expiration of six (6)
months following the Closing, Buyer shall be entitled to disbursement
of the funds allocated to the Owner's Work Escrow Account in respect of
the costs and expenses of Buyer with respect to the Owner's Work.
Within five (5) days following Buyer's request for such disbursement,
Title Company shall automatically and without further notice to Seller
disburse to Buyer the funds allocated to the Owner's Work Escrow
Account.
7.2 Prior to Closing, Seller shall by written notice to Tenant
request that Tenant agree to perform and complete, and thereafter cause
to be performed and completed, each of the individual items of Tenant's
Work to Buyer's reasonable satisfaction. Upon completion of each
individual item of Tenant's Work to Buyer's reasonable satisfaction,
Buyer shall notify Title Company thereof and Title Company shall
automatically and without further notice to Buyer disburse to Seller
the "Designated Amount" specified in Exhibit B with regard to such
individual item of Tenant's Work. In the event that prior to Closing,
Tenant shall actually complete an individual item of Tenant's Work, the
Total Escrow Amount and the Tenant's Work Escrow Amount shall each be
reduced by the aggregate total of the "Designated Amount" for each
individual item of Tenant's Work actually completed. In the event that
any amounts shall remain undisbursed in the Tenant's Work Escrow
Account as of November 29, 1996, Title Company shall automatically and
without further notice to Seller disburse to Buyer the entire then
remaining balance in the Owner's Work Escrow Account to cover future
costs and expenses to be incurred in the future by Buyer with respect
to the Tenant's Work.
3
<PAGE>
Notwithstanding disbursement of all or a portion of Tenant's Work
Escrow Amount to Buyer, in the event that Buyer subsequently receives
or recovers from Tenant all or any portion of the cost of the Tenant's
Work (including, without limitation, damages awarded for Tenant's
failure to complete the Tenant's Work), Buyer shall pay to Seller the
amount so received or recovered net of all reasonable out of pocket
costs and expenses (including, without limitation, reasonable
attorneys' fees) incurred by Buyer in connection with such receipt or
recovery; provided, however, (i) Buyer shall have no obligation to
pursue Tenant for such payment or recovery, and (ii) the maximum
amount to be repaid to Seller pursuant to this Section 7.2 shall not
exceed the amount of the Tenant's Work Escrow Amount actually received
by Buyer pursuant to this Section 7.2.
8. Except as specifically provided herein, none of the provisions
herein contained shall in any way be construed as a modification of any of the
terms and conditions of the Agreement, and all other terms and conditions of the
Agreement shall remain unchanged and in full force and effect.
4
<PAGE>
9. Each of Seller and Buyer hereby specifically acknowledges and agrees
that the Agreement, as amended hereby, is and remains a valid and binding
agreement and obligation of such party enforceable in accordance with its terms.
10. This Amendment may be executed in one or more counterparts. All
counterparts so executed shall constitute one contract, binding on all parties,
even though all parties are not signatory to the same counterpart.
IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment as of
the day and year first above written.
SELLER:
METRIC INCOME TRUST SERIES, INC.,
a California corporation
By: \s\ Robert A. Fiddaman
----------------------
Its: President
BUYER:
THE UNIVERSITY OF CHICAGO,
an Illinois not-for-profit corporation
By: \s\
----------------------
Its: Assistant Vice President for Investments
5
<PAGE>
EXHIBIT A
DESCRIPTION OF OWNER'S WORK
1. Installation of additional storm underdrain (approx. 1,000
lineal feet) in the north-south direction with laterals
pitched toward the storm catchbasins.
2. Regrading of subgrade soils along the north side of the
concrete retaining wall so as to be sloped away from the
retaining wall and reseeding of area.
3. Installation of fencing along the top of retaining wall
(approx. 100 lineal feet) located at the northeast corner of
the site; extension of existing fence at the southwest corner
of the site an additional 16 feet to the north.
6
<PAGE>
EXHIBIT B
DESCRIPTION OF TENANT'S WORK
1. Full depth patching of settled and alligatored pavement
(approx. 3,500 square feet) and filling of open cracks and
pavement joints with high performance rubber (approx. 4,000
lineal feet).
Designated Amount ............... $9,400.00
2. Overlayment of west parking lot (approx. 120,000 square feet)
with 1.5 inch thick asphaltic concrete surface course with a
geotextile structural underliner.
Designated Amount .............. $90,000.00
3. Sealcoating and restriping of south and east parking lots
(approx. 70,000 square feet) once full-depth patching and
crack filling is completed.
Designated Amount ............... $7,000.00
4. Replacement of damaged sections of concrete curb and gutter.
Designated Amount ................. $400.00
5. Caulking of continuous flashing joints and the seams in the
sheet metal parapet cap using a polyurethane sealant.
Designated Amount ................ $1,000.00
6. Scraping and coating with rust-inhibitive pain of galvanized
metal parapet flashing (approx. 20 locations).
Designated Amount .................. $500.00
7. Scraping and repainting of exterior hollow metal doors.
Designated Amount .................. $350.00
7
<PAGE>
ACKNOWLEDGMENT
State of California
County of San Francisco
On June 17, 1996, before me, Tana J. Laura, Notary Public for the State
of California, personally appeared Robert A. Fiddaman, personally known to me to
be the person whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacity, and that by his
signature on the instrument the person, or the entity upon behalf of which the
person acted, executed the instrument.
WITNESS my hand and official seal.
Signature \s\Tana J. Laura (Seal)
----------------------------------------------------------
Tana J. Laura, Notary Public
Commission Expires 12/9/96
