SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 2, 1995
BEDFORD PROPERTY INVESTORS, INC.
(Exact name of Registrant as specified in its charter)
Maryland 1-12222 68-0306514
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
270 Lafayette Circle, Lafayette, California 94549
(Address of principal executive offices)
Registrant telephone number, including area code: (510) 283-8910
<PAGE>
Item 2. Acquisition or Disposition of Assets
On October 2, 1995, Bedford Property Investors, Inc. (the
Company ) completed the sale of its 88,000 square foot IBM Building
located in Jackson Mississippi to Parkway Ridgewood, Inc. The cash
sale price was $6.5 million and produced a loss of approximately
$600,000.
Item 7. Financial Statement and Exhibits:
(b) Pro forma Financial Information
Pro forma financial statements showing the effect resulting
from the October 2, 1995 disposition of the IBM Building are
presented herein (see attached).
(c) Exhibits and Exhibits Index
10.1 Sale Contract for IBM Building
99.1 Press Release regarding the sale of IBM Building
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
BEDFORD PROPERTY INVESTORS, INC.
By: /s/ Donald A. Lorenz
Donald A. Lorenz
Executive Vice President and
Chief Financial Officer
Date: October 16, 1995<PAGE>
Item 7. Financial Statement and Exhibits
(b) Pro forma Financial Information
(See pages to follow)
<PAGE>
<TABLE>
<CAPTION>
BEDFORD PROPERTY INVESTORS, INC.
Pro Forma Consolidated Balance Sheet
June 30, 1995 (Unaudited)
(in thousands, except share and per share data)
<S> <C> <C> <C> <C> <C> <C>
Consoli- Sale of Sale of Pro Forma Pro Forma
dated Properties Cody St. IBM Adjust- Consoli-
Historical Acquired (1) Park (2) Building (3) ments (4) dated
Assets:
Real Estate Investments:
Office buildings-
held for sale $8,934 - - ($8,934) - $ -
Office buildings-
held for
investment 23,385 - - - - 23,385
Industrial buildings 26,355 13,477 (1,639) - - 38,193
58,674 13,477 (1,639) (8,934) 0 61,578
Less accumulated
depreciation 3,762 - (191) (1,974) - 1,597
54,912 13,477 (1,448) (6,960) 0 59,981
Cash 1,115 (13,216) 1,404 6,354 26,322 21,979
Other 2,647 (125) (11) (211) 555 2,855
Total Assets $58,674 $ 136 ($55) ($ 817) $26,877 $84,815
Liabilities:
Bank loan payable $18,523 - - - ($18,523) $ 0
Accounts payable and
accrued expenses 907 - (16) (139) - 752
Dividend payable 629 - - - - 629
Acquisition payable 600 - - - (600) 0
Other 1,000 136 (13) - - 1,123
Total Liabilities 21,659 136 (29) (139) (19,123) 2,504
Redeemable Preferred Shares:
Series A Convertible
preferred stock, par
value $0.01 per share - - - - 50,000 50,000
Common stock and other
stockholders' equity:
Common stock par value $0.01
per share 60 - - - - 60
Additional paid-in
capital 107,209 - - - - 107,209
Accumulated losses and
distributions in excess
of net income (70,254) - (26) (678) (4,000) (74,958)
Total common stock
and other
stockholders'
equity 37,015 0 (26) (678) (4,000) 32,311
Total liabilities and
stockholders'
equity $58,674 $ 136 ($55) ($817) $26,877 $84,815
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BEDFORD PROPERTY INVESTORS, INC.
Pro Forma Consolidated Statement of Operations
For the Six Months Ended June 30, 1995 (Unaudited)
(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C>
Consoli- Sale of Sale of Pro Forma Pro Forma
dated Properties Cody St. IBM Adjust- Consoli-
Historical Acquired (5) Park (6) Building (7) ments dated
Property operations:
Rental income: $5,278 $926 ($102) ($607) - $5,495
Rental expenses:
Operating expenses 1,305 71 (9) (195) - 1,172
Real Estate Taxes 482 141 (17) (78) - 528
Depreciation and
Amortization 698 101 (31) (118) - 650
Income from property
operations 2,793 613 (45 (216) - 3,145
General and Administrative
Expense (682) - - - - (682)
Interest income 19 - - - - 19
Interest expense (908) - - - 683(9) (225)
Income before loss
on sales 1,222 613 (45) (216) 683 2,257
Loss on sales of real estate
investments - - (61 (786) - (847)
Net Income $1,222 $613 ($106) ($1,002) $683 $1,410
Income (loss) applicable
to common
shareholders $1,222 $613 ($106 ($1,002) ($1,567)(8)($ 840)(8)
Income (loss) per common
and common equivalent
share $0.20 $0.10 ($0.02) ($0.16) ($0.26) ($0.14)
</TABLE>
<TABLE>
<CAPTION>
BEDFORD PROPERTY INVESTORS, INC.
Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 1994 (Unaudited)
(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Consoli- Properties Acqyured Properties Sale of Sale of Pro Forma Pro Forma
dated Previously Properties Previously Cody St. IBM Build- Adjust- Consoli-
Historical Acquired (10) (11) Sold (12) Park (13) ing (13) ments dated
Property operations:
Rental income $9,154 $2,066 $1,852 ($11) ($206) ($1,224) ($1,392) (10) $10,239
Rental expenses:
Operating expenses 2,408 533 140 (50) (21) (374) (253) (10) 2,383
Real Estate Taxes 916 376 282 (6) (33) (155) (169) (10) 1,211
Depreciation and
amortization 1,206 269 203 (13) (60) (250) (157) (10) 1,198
Income from property
operations 4,624 888 1,227 58 (92) (445) (813) 5,447
General and administrative
expense (1,309) - - - - - - (1,309)
Interest income 56 - - - - - - 56
Interest expense (955) - - - - - 450 (15) (505)
Income before gain (loss)
on Sales 2,416 888 1,227 58 (92) (445) (363) 3,689
Gain (loss) on sales
of real estate
investments 1,193 - - (13) (112) (1,010) - 58
Net Income $3,609 $888 $1,227 $45 ($204) ($1,455) ($363) $3,747
Income (loss) applicable
to common
shareholders $3,609 $888 $1,227 $45 ($204) ($1,455) ($4,863) (14) $753 (14)
Income (loss) per common
and common equivalent
share $0.59 $0.14 $0.20 $0.01 ($0.03) ($0.24) ($0.79) ($0.12)
</TABLE>
(1) The unaudited pro forma consolidated balance sheet reflects the
acquisitions of Compression Labs, Lackman Business Center and
99th Street Buildings 1 and 2 as of June 30, 1995. The Company
acquired Compression Labs and Lackman Business Center on
September 19, 1995, and 99th Street Buildings 1 and 2 on
September 20, 1995.
The combining balance sheet for these acquisitions as of June
30, 1995 is as follows:
Lackman 99th Street
Compression Business Buildings Acquired
Labs Center 1 & 2 Properties
Assets:
Industrial
Buildings $ 8,466 $ 2,285 $ 2,726 $ 13,477
Cash (8,286) (2,235) (2,695) (13,216)
Other Assets (100) (25) - (125)
Total Assets $ 80 $ 25 $ 31 $ 136
Liabilities:
Other
Liabilities $ 80 $ 25 $ 31 $ 136
Total
Liabilities $ 80 $ 25 $ 31 $ 136
Consolidated pro forma real estate investments as of June 30,
1995 include capitalized fees of $125, $34 and $40 paid by the
Company to Mr. Bedford in connection with the Company's
acquisitions of Compression Labs, Lackman Business Center and
99th Street Buildings 1 and 2, respectively.
(2) Reflects the sale of Cody Street Park, Building 6 on June 30,
1995. The Company sold Cody Street Park, Building 6 on
September 20, 1995.
(3) Reflects the sale of the IBM Building on June 30, 1995. The
Company sold the IBM Building on October 2, 1995.
(4) Reflects the sale of preferred stock and the pay-down on the
existing credit facility and the letter of credit as if these
transactions had occurred on June 30, 1995. The consolidated
pro forma balance sheet at June 30, 1995 includes fees of $750
and $555, respectively, paid to Mr. Bedford in connection with
the sale of preferred stock and the acquisition of the restated
and expanded credit facility.
(5) The unaudited pro forma consolidated statement of operations
reflects the acquisitions of Compressions Labs, Lackman Business
Center and 99th Street Buildings 1 and 2 as if such transactions
had occurred on January 1, 1995. The Company acquired
Compression Labs and Lackman Business Center on September 19,
1995, and 99th Street Buildings 1 & 2 on September 20, 1995.
The combining historical statement of operations for the six
months ended June 30, 1995 for the acquired properties is as
follows:
Lackman 99th Street
Compression Business Buildings Acquired
Labs Center 1 & 2 Properties
Rental Income $ 538 $ 174 $ 214 $ 926
Operating Expenses 12 36 23 71
Real Estate Taxes 78 47 16 141
Depreciation and
Amortization 59 18 24 101
Income from Property
Operations $ 389 $ 73 $ 151 $ 613
The above amounts include pro forma depreciation expenses on the
buildings located at the properties for the six months ended
June 30, 1995. Depreciation has been calculated utilizing the
straight-line method and an estimate useful life of 45 years.
(6) The unaudited pro forma consolidated statement of operations
reflects the elimination of the actual results of operations of
Cody Street Park, Building 6 from January 1, 1995 through June
30, 1995 and the loss on the sale of this property as if the
sale had occurred on January 1, 1995. The Company sold Cody
Street Park, Building 6 on September 20, 1995.
(7) The unaudited pro forma consolidated statement of operations
reflect the elimination of actual results of operations of the
IBM Building from January 1, 1995 through June 30, 1995, and the
loss on the sale of this property as if the sale had occurred on
January 1, 1995. The Company sold the IBM Building on October
2, 1995.
(8) Reflects 9% dividends ($2,250) accrued to the preferred
stockholders. The unaudited pro forma consolidated statement of
operations reflects the $50 million sale of preferred stock as
if such transaction had occurred on January 1, 1995. The sale
of preferred stock was completed on September 18, 1995.
(9) The pro forma consolidated interest expense consists of the
amortization of loan fees incurred for the restated and expanded
credit facility. There is no borrowing under the credit
facility during the six months ended June 30, 1995. The
acquisition of Compression Labs, Lackman Business Center and
99th Street Buildings 1 and 2 is financed by the cash proceeds
from (i) the sale of preferred stock (after paying off the line
of credit of $22,400 and a letter of credit of $600) and (ii)
the sales of the IBM Building and Cody Street Park, Building 6.
(10) The unaudited pro forma consolidated statement of operations
reflects the acquisitions of Milpitas Town Center, Village
Green, Dupont Industrial Center and Mariner Court as if such
transactions had occurred on January 1, 1994. The Company
acquired Milpitas Town Center on August 11, 1994, Village Green
on July 7, 1994, Dupont Industrial Center on May 24, 1994 and
Mariner Court on January 5, 1994. The actual results of
operations of Milpitas Town Center, Village Green and Dupont
Industrial Center for the periods subsequent to acquisition,
which are included in the Company's historical consolidated
statement of operations, are eliminated by pro forma adjustments
to the Company's historical results of operations. No pro forma
adjustments are included for Mariner Court, which was acquired
on January 5, 1994. The actual results of operations of this
property from January 5, 1994, to December 31, 1994, reasonably
approximates the pro forma results of operations for the year
ended December 31, 1994.
The combining historical statement of operations for the year
ended December 31, 1994, for the following properties is:
Dupont
Industrial Village Milpitas
Center Green Town Ctr Total
Rental Income $ 814 $ 330 $ 922 $2,066
Operating Expenses 211 88 234 533
Real Estate Taxes 279 24 73 376
Depreciation and
Amortization 141 28 100 269
Income from Property
Operations $ 183 $ 190 $ 515 $ 888
The above amounts include pro forma depreciation expenses on
the buildings located at the properties for the twelve months
ended December 31, 1994. Depreciation has been calculated
utilizing the straight-line method and an estimate useful life
of 45 years.
(11) The unaudited pro forma consolidated statement of operations
reflects the acquisitions of Compressions Labs, Lackman
Business Center and 99th Street Buildings 1 and 2 as if such
transactions had occurred on January 1, 1994. The Company
acquired Compression Labs and Lackman Business Center on
September 19, 1995, and 99th Street Buildings 1 and 2 on
September 20, 1995.
The combining historical statement of operations for the twelve
months ended December 31, 1994, for the acquired properties is
as follows:
Lackman 99th Street
Compression Business Buildings
Labs Center 1 & 2 Total
Rental Income $1,076 $ 348 $ 428 $1,852
Operating Expenses 24 71 45 140
Real Estate Taxes 155 94 33 282
Depreciation and
Amortization 118 37 48 203
Income from Property
Operations $ 779 $ 146 $ 302 $1,227
The above amounts include pro forma depreciation expenses on
the buildings located at the properties for the twelve months
ended December 31, 1994. Depreciation has been calculated
utilizing the straight-line method and an estimate useful life
of 45 years.
(12) The unaudited pro forma consolidated statement of operations
reflects the elimination of the actual results of operations of
Texas Bank North from January 1, 1994 through the date of sale.
The statement also reflects the gain on the sale of this
property as if the sale had occurred on January 1, 1994. The
Company sold Texas Bank North on January 14, 1994.
(13) The unaudited pro forma consolidated statement of operations
reflects the elimination of the actual results of operation of
Cody Street Park, Building 6 and the IBM Building from January
1, 1994 to December 31, 1994. The statement also reflects the
losses on the sales of these properties as if the sales had
occurred on January 1, 1994; the actual dates of sale of Cody
Street Park, Building 6 and the IBM Building were September 20,
1995, and October 2, 1995, respectively.
(14) Reflects 9% dividends ($4,500) accrued to the preferred
stockholders. The unaudited pro forma consolidated statement
of operations reflects the $50 million preferred stock sale as
if such transaction had occurred on January 1, 1994. The sale
of preferred stock was completed on September 18, 1995.
(15) The pro forma consolidated interest expense consists of the
amortization of loan fees incurred for the restated and
expanded credit facility. There is no borrowing under the
credit facility during the year ended December 31, 1994. The
acquisition of Compression Labs, Lackman Business Center, 99th
Street Buildings 1 and 2, Milpitas Town Center, Village Green,
Dupont Industrial Center and Mariner Court is financed by the
cash proceeds from (i) the sale of preferred stock (after
paying off the line of credit of $3,621 and a letter of credit
of $1,500) and (ii) the sales of the IBM Building, Cody Street
Park, Building 6, and Texas Bank North.
<PAGE>
Exhibit 10.1
AGREEMENT TO SELL IMPROVED REAL PROPERTY
(CASH)
Section 1. Fundamental Terms.
1.1 Date of this Agreement: August 22, 1995, for reference
purposes. As used herein, the "Agreement Date" shall
be the date that this Agreement is last signed by an
authorized signatory of Buyer or Seller.
1.2 Seller: BEDFORD PROPERTY INVESTORS, INC., a
Maryland corporation
270 Lafayette Circle
Lafayette, CA 94549
Attn: Bob Pester
1.3 Buyer: THE PARKWAY COMPANY, a Texas corporation
300 One Jackson Place
188 East Capitol Street
Jackson, Mississippi 39201
Attn: Jim Ingram
1.4 Purchase Price: Six Million Five Hundred Thousand
Dollars ($6,500,000.00)
1.5 Initial Deposit: One Hundred Thousand Dollars
($100,000.00)
1.6 Property: All that certain real property commonly known as
the IBM Building, located at 6360 Interstate 55 N, Jackson,
Mississippi, and more particularly described in Exhibit A attached
hereto and incorporated herein by this reference, together with
all easements and other appurtenant rights owned by Seller and
affecting said real property, including all right title and
interest of Seller in and to adjacent streets, alleys and rights
of way.
1.7 Description of Improvements: That certain four (4) story
office building consisting of approximately 89,801 square feet.
1.8 Closing Date: Within thirty (30) days following the
Contingency Period Expiration Date (as defined in Section 1.11,
below), but in no event later than September 30, 1995.
1.9 Escrow Holder: First American Title Insurance Company
1675 Lakeland Drive, First Floor
Jackson, Mississippi 39216
Attn: Tim Kemp, Esq.
1.10 Title Company: First American Title Insurance Company
1675 Lakeland Drive, First Floor
Jackson, Mississippi 39216
Attn: Tim Kemp, Esq.
1.11 Contingency Period Expiration Date: Thirty (30) calendar
days following the Agreement Date, but in no event later than
September 15, 1995.
1.12 Broker: None
1.13 Exhibits attached hereto and incorporated herein:
Exhibit A - Legal Description
Exhibit B - Form of Bill of Sale
Exhibit C - Tenant Roll
Exhibit D - Form of Assignment of Leases and Contracts
Section 2. Parties. This Agreement to Sell Improved Real Property
(this "Agreement") is made between the parties specified in Sections
1.2 and 1.3 as of the date specified in Section 1.1.
Section 3. Agreement of Purchase and Sale. Buyer agrees to buy and
the Seller agrees to sell the property generally described in Section
1.6 and more particularly described in Exhibit A hereto on all the
terms and conditions stated herein (hereinafter the "Property".) In
addition, Buyer agrees to buy and Seller agrees to sell all tangible
and intangible personal property owned by Seller and used exclusively
in the operation of the Property, including without limitation all
furniture, machinery, apparatus and equipment listed on the Bill of
Sale attached hereto as Exhibit B (the "Bill of Sale"), as well as
any and all rights of Seller in and to the building name, building
logo and any and all other intangible personal property owned by
Seller and used exclusively in the operation of the Property, which
shall be conveyed to Buyer by Seller by Bill of Sale at the Close of
Escrow.
Section 4. Financial Terms.
4.1 Purchase Price. The "Purchase Price" for the Property
is set forth in Section 1.4. Seller shall provide the FIRPTA affi-
davit required by Section 1445 of the Internal Revenue Code prior to
Close of Escrow and Buyer shall not withhold any part of the Purchase
Price.
4.2 Terms of Payment. The Purchase Price shall be paid by
Buyer to Seller as follows:
4.2.1 Initial Deposit. The Initial Deposit, in
the amount set forth in Section 1.5, shall be paid by Buyer to Escrow
Holder by check promptly after this Agreement is signed by Buyer and
Seller. The Initial Deposit shall become the property of Seller and
be unconditionally non-refundable (except in the event of Seller's
default hereunder) on the first business day after the Contingency
Period Expiration Date (as defined in Section 1.11, above). The
Initial Deposit, and any interest accrued thereon, shall be applied
toward the Purchase Price due at Close of Escrow.
4.2.2 Balance of Purchase Price. The balance of
the Purchase Price shall be paid by Buyer, less credit for the
Initial Deposit and any interest accrued thereon, by wire transfer or
other immediately available funds to Escrow Holder on or prior to the
Closing Date.
4.2.3 Interest on Deposits. The Initial Deposit,
while held in escrow, may be placed in an interest bearing account at
Buyer's direction. At such time as release of the Initial Deposit is
called for under this Agreement, any accrued interest shall be
released to the party entitled to receive the Initial Deposit. If
the interest is released to Seller, it shall be applied toward the
Purchase Price of the Property.
Section 5. Approval of Title.
5.1 As soon as reasonably possible following the Agreement
Date, Seller shall provide Buyer with a title commitment for an ALTA
owners policy of title insurance, issued by Title Company and showing
Buyer as the proposed insured with coverage in the amount of the
Purchase Price (the "Commitment".) Said Commitment shall include
legible copies of all back-up documents for any exceptions listed
thereon.
5.2 As soon as reasonably possible following the Agreement
Date, but in no event later than September 5, 1995, Buyer shall, at
its own expense (subject to reimbursement by Seller up to the amount
specified below), deliver or cause to be delivered to Seller and
Title Company a currently dated as-built survey of the Property (the
"Survey"), prepared by a surveyor licensed by the State of
Mississippi, certified to Buyer and Title Company by such surveyor as
being true, accurate, complete and having been prepared in accordance
with the minimum requirements for a Land Title Survey adopted by the
American Land Title Association. The Survey shall reflect the total
area of the Property, the location of all improvements, recorded
easements and encroachments, if any, located thereon and all building
and set back lines (if the same are of record) and all other matters
of record with respect thereto. Said Survey shall also certify that
the Property is not in an area identified by an agency or department
of the federal government as having special flood or mud slide
hazards which require flood insurance under the Flood Insurance Act
of 1968, if true. If requested, Seller shall provide at Close of
Escrow a certificate to Buyer and Title Company stating, if true,
that there have been no improvements made to the Property since the
date of the Survey which would alter the depiction on the Survey.
Following delivery of the Survey to Seller and Title Company in the
form specified herein, Seller shall reimburse Buyer for the actual
cost of such Survey, not to exceed the sum of Three Thousand Dollars
($3,000.00), upon receipt from Buyer of bills, invoices or other
documentation reasonably acceptable to Seller evidencing the actual
cost to Buyer of obtaining the Survey.
5.3 Within ten (10) business days after receipt of the
later of the Survey (provided, however, that notwithstanding whether
or not the Survey has been actually received by Buyer, Seller and
Title Company on or prior to September 5, 1995, the Survey shall have
been deemed to have been delivered on September 5, 1995), or the
Commitment and appropriate back-up documentation, Buyer shall notify
Seller and Escrow Holder in writing of its objections, if any, to the
exceptions and legal descriptions shown thereon. Failure to so
notify Seller and Escrow Holder shall be deemed disapproval of all
matters shown on the Commitment and/or Survey.
5.4 Within five (5) business days after receipt of notice
of Buyer's objections to title, Seller shall notify Buyer and Escrow
Holder in writing of which, if any, of the objected to matters will
be removed by Seller prior to Close of Escrow. Seller hereby agrees
to remove the lien of any mortgages or deeds of trust where Seller is
an obligor, mechanics liens, and liens for delinquent taxes. The
exceptions and Survey matters not objected to and the exceptions and
Survey matters Seller does not agree to remove are collectively
referred to as the "Permitted Exceptions".
5.5 If Seller does not agree to remove all objected to
exceptions and Survey matters, Buyer may either (i) close escrow
taking title subject to the Permitted Exceptions, or (ii) cancel this
Agreement and receive a full refund of the Initial Deposit, all
interest accrued thereon and all documents provided by Buyer here-
under. Buyer shall notify Seller and Escrow Holder of its election,
in writing, within five (5) business days of receipt of the notice
set forth in Section 5.4, above. If such election is not made within
five (5) business days after Buyer's receipt of the notice provided
in Section 5.4, it shall be conclusively presumed that Buyer elects
to cancel this Agreement and receive a refund of the Initial Deposit
and all interest accrued thereon.
Section 6. Tenants
6.1 Tenant Roll. Buyer takes the Property subject to the
rights of the tenants (the "Tenants") under the leases listed on the
Tenant Roll attached hereto as Exhibit C (the "Leases"). The Tenant
Roll lists the name of each Tenant, an identification of the premises
leased and the approximate square footage of such space, the amount
of any Tenant security or other deposits held by Seller, the
commencement and termination date of each Lease and the minimum
monthly rent payable under each Lease. As of the Agreement Date, the
Leases are the only lease(s) or rental agreements which affect the
Property, and unless otherwise specified on the Tenant Roll, each
Lease is in full force and effect and has not been modified. Seller
shall provide Buyer with an updated Tenant Roll dated within five (5)
days of the Closing Date certified as true, accurate and complete by
Seller.
6.2 Assignment of Leases. At Close of Escrow, Seller shall
execute and deliver to Buyer an assignment of all of Seller's right,
title and interest in and to the Leases in the form attached hereto
as Exhibit D and incorporated herein by this reference. Buyer shall
assume all obligations of landlord under the Leases first accruing
after Close of Escrow.
6.3 Delinquent Sums. Seller acknowledges that rental or
lease payments due pursuant to the said Leases may not be current.
Any sums collected by Buyer or Seller after the Close of Escrow
attributable to the period preceding Closing shall belong to Seller
and sums attributable to the period after Closing shall belong to
Buyer. Any funds collected shall first be applied to any amounts due
after the Closing Date, with any additional payment being applied to
past owed amounts. Neither party shall have an obligation to collect
past rents, but each party shall use diligent business efforts to do
so.
Section 7. Escrow and Title Insurance.
7.1 Opening of Escrow; Escrow Holder. Upon execution of
this Agreement by both parties, or as soon as reasonably possible
thereafter, Seller shall open an escrow to consummate the sale of the
Property pursuant to this Agreement, with the Escrow Holder desig-
nated in Section 1.9.
7.2 Close of Escrow. Close of Escrow shall occur on the
date set forth in Section 1.8. The "Closing Date" is the date upon
which the deed conveying title to the Property to Buyer is recorded.
The term "Close of Escrow" means the completion of this transaction
by the Escrow Holder in recording the Deed (as hereinafter defined)
and disbursing funds, which completion shall occur on the Closing
Date.
7.3 Escrow. Escrow Holder is hereby authorized and
instructed to act in accordance with the provisions of this Agree-
ment, which Agreement together with Escrow Holder's standard General
Provisions, shall constitute Escrow Holder's escrow instructions.
Seller and Buyer shall each deposit such other instruments and funds
as are necessary to close the escrow and complete the sale and
purchase of the property in accordance with the terms hereof. The
obligations of each party which are herein agreed to be undertaken by
each party in the escrow shall be and are hereby made agreements of
such party in and under this Agreement independent of the escrow. If
any requirements relating to the duties or obligations of Escrow
Holder hereunder are not acceptable to Escrow Holder, or if Escrow
Holder requires additional instructions, the parties agree to make
reasonable deletions, substitutions and additions to these escrow
instructions relating to such duties or obligations of Escrow Holder
or clarification of these instructions and which do not substantially
change this Agreement or its intent. Seller and Buyer agree to
perform, observe and fulfill the requirements of this Agreement
notwithstanding said deletions, substitutions or additions to said
escrow instructions.
7.4 Prorations. Prorations at Close of Escrow shall be as
follows:
7.4.1 Taxes. Real property taxes and the current
installment of any special assessments shall be prorated through
escrow to the Close of Escrow, such proration to be based upon the
current tax bill for the Property.
7.4.2 Deposits. The amount of all security
deposits and other tenant deposits as shown in the Tenant Roll shall
be credited to Buyer in escrow unless Seller has previously applied
any security deposit to a rental default, and the Buyer shall agree
to hold Seller harmless from any claim by any tenant for the return
of such deposits.
7.4.3 Utilities. Seller shall be responsible for
all utility services to the Property and payment therefor until noon
on the date of the Closing Date and Buyer shall be responsible for
utility services and payment therefor thereafter. Seller shall be
entitled to a return of any deposits posted by it with any utility
company and Buyer shall be obligated to post its own deposits.
Seller shall notify each utility company of the change in ownership,
but Buyer shall execute all forms necessary to assume responsibility
for utility services after the Close of Escrow.
7.4.4 Service and Maintenance Contracts. Seller
shall be responsible for payment of all service and maintenance
contracts through the Closing Date and shall cancel all such
contracts effective as of the Closing Date, unless Buyer has
requested to assume a particular contract, in which event, provided
such contract is assignable, Seller shall assign such contract,
without representation or warranty by Seller, to Buyer at Close of
Escrow. Buyer shall be solely responsible for providing all
maintenance and other services to the Property on and after the
Closing Date.
7.4.5 Rents. Rents due for the month in which the
Close of Escrow occurs shall be prorated through 12:01 a.m. of the
Closing Date.
7.5 Expenses of Escrow. Title insurance premiums, and all
other costs or expenses of escrow shall be paid as follows:
7.5.1 Seller shall pay the premium for the Title
Policy (as defined in Section 7.6, below), and shall reimburse Buyer
for the actual cost of the Survey referred to herein, not to exceed
the sum of Three Thousand Dollars ($3,000.00). Buyer shall pay any
additional premium for Extended Coverage (as defined in Section 7.6,
below), and the cost of any endorsements to the Title Policy
requested by Buyer.
7.5.2 The cost of preparing, executing and acknowledg-
ing the Special Warranty Deed ( the "Deed") or other instruments
required to convey fee title to Buyer shall be paid by Seller.
7.5.3 The cost of recording the Deed or other instru-
ment required to convey fee title to Buyer shall be paid by Buyer.
7.5.4 All transfer taxes and/or documentary stamp
charges shall be paid one-half by Seller and one-half by Buyer.
7.5.5 All other expenses of escrow shall be paid one-
half by Seller and one-half by Buyer.
7.6 Title Policy. At the Close of Escrow and as a condi-
tion thereto, Title Company shall issue a standard ALTA Owners Policy
of Title Insurance to Buyer with liability in the amount of the
Purchase Price, showing title to the Property vested in Buyer,
subject only to the Permitted Exceptions approved by Buyer pursuant
to Section 5 and to the nondelinquent real property taxes and special
assessments referred to in Section 7.4.1 above (the "Title Policy").
Buyer, at its sole cost and expense, may request that the Title
Company provide an ALTA extended coverage Owners Policy of title
insurance ("Extended Coverage") and any endorsements thereto that
Buyer desires, provided that Buyer obtains any survey necessary for
such Extended Coverage and/or endorsements, and obtaining Extended
Coverage and/or any endorsements thereto that Buyer desires does not
delay the Close of Escrow beyond the Closing Date.
Section 8. Contingencies and Conditions.
8.1 Condition of Property. Buyer accepts the Property "as
is" without representation or warranty by Seller as to physical
condition, provided, however, between the date of execution of this
agreement and the date specified in Section 1.11 (the "Contingency
Period Expiration Date"), Buyer, at its own risk and expense, upon
reasonable notice to Seller and subject to such conditions as Seller
may reasonably impose, may survey the Property and physically inspect
the Property, including and not limited to, electrical, plumbing,
mechanical, structural, and roof, as well as Buyer's books and
records relating to the Property. Buyer acknowledges that it will
have solely relied upon its own inspection, and its own professional
advisors, in its examination of the Property and all improvements
thereon. Buyer hereby represents, warrants, and covenants to Seller
that Buyer has conducted, or prior to the Contingency Period
Expiration Date, will conduct, Buyer's own investigation of the
Property and the physical condition thereof, including, without
limitation, accessibility and location of utilities, use of hazardous
materials on, from, or under The Property, all matters concerning the
Property with respect to taxes, assessments, income and expense data,
bonds, permissible uses, zoning, covenants, conditions and
restrictions, and other matters which in Buyer's judgment are
necessary or advisable or might affect or influence Buyer's use of
the Property, or bear upon the value and suitability of the Property
for Buyer's intended purposes, or Buyer's willingness to enter into
this Agreement. Buyer recognizes that Seller would not sell the
Property except on an "as is" basis, and acknowledges that Seller has
made no representations or warranties of any kind in connection with
the Property other than those, if any, which are expressly set forth
in this Agreement. Buyer's representations and warranties, as set
forth above, shall survive the closing of this transaction without
limitation of time.
8.2 Satisfaction of Conditions. On or prior to the
Contingency Period Expiration Date, Buyer shall notify Seller and
Escrow Holder, in writing, of any objections that Buyer may have to
any matter affecting the Property. In the event Buyer shall properly
and timely notify Seller and Escrow Holder of its objection to the
Property, the escrow shall be cancelled (with Buyer paying the escrow
fees and charges incurred to such date), the Initial Deposit and any
accrued interest thereon shall be returned to Buyer, the parties
shall be returned to their original position as existed prior to the
execution hereof, and this Agreement shall be declared null and void
and of no further force or effect (except Section 11 hereof). Should
Buyer fail to so timely and properly notify Seller in writing of its
objections to the Property, it shall be deemed that Buyer has
approved the condition of the Property or waived any objection
thereto, and has elected to proceed with its purchase of the Property
pursuant to and in accordance with the terms of this Agreement.
8.3 Operating Covenant. Prior to the Closing Date and
provided that Buyer is not in default under this Agreement, Seller
covenants and agrees with Buyer that at Seller's cost and expense:
(a) Seller will operate, insure, maintain and manage the Property
in substantially the same manner as it is presently being operated by
Seller;
(b) Seller will not remove any personal property to be
transferred to Buyer under the terms of this Agreement without
replacing same with substantially similar items of like kind and
quality in the ordinary course of Seller's ownership, operation and
management of the Property;
(c) Seller will notify Buyer as soon as reasonably practicable of
receipt of written notice directed to Seller or its agents of any
levy of any special governmental assessment that will be applicable
after the Closing Date;
(d) Seller will notify Buyer as soon as reasonably practicable of
receipt of written notice directed to Seller or its agents of any
violation of applicable law, regulation, order, or ordinance of any
governmental authority having jurisdiction over or affecting the
Property that Seller will not cure prior to the Closing Date;
provided, however, that Seller shall have the right, but not the
obligation, to cure any such violation, and in the event Seller
elects not to cure such violation, Buyer shall be entitled to cancel
this Agreement and receive a refund of the Initial Deposit and any
interest accrued thereon; and
(e) Seller will pay within the time period provided for in the
service and maintenance contracts all fees or costs incurred by
Seller thereunder prior to the Closing Date.
8.4 Seller's Condition to Closing. Buyer and Seller
acknowledge and agree that a Tenant of the Property, IBM, has a right
of first refusal to purchase the Property pursuant to the terms of
its Lease. It shall be a condition precedent to Seller's obligation
to close escrow and convey the Property to Buyer as contemplated
herein that IBM shall have waived its right of first refusal to
purchase the Property, in a form reasonably acceptable to Seller and
its legal counsel (the "Condition Precedent".) This Condition
Precedent is solely for the benefit of Seller. In the event that
Seller is unable to satisfy or remove the Condition Precedent on or
prior to the Close of Escrow, Seller shall have no obligation to
convey the Property to Buyer but in such event, this Agreement shall
automatically terminate, the Initial Deposit and any interest
accrued thereon shall be returned to Buyer, the escrow shall be
cancelled (with Seller paying
the escrow fees and charges incurred to such date), and this
Agreement shall be void and of no further force and effect.
Section 9. Damage and Destruction. In the event the Property shall
be damaged or destroyed, Seller shall promptly notify Buyer and
Buyer shall, within thirty (30) days following notice of such damage
to the Property, elect either to (i) close this transaction as
scheduled, in which event Seller shall pay over to Buyer in escrow,
at Close of Escrow, all insurance proceeds received plus the amount
of any applicable deductible, and assign to Buyer Seller's rights to
insurance proceeds not yet received in connection with the casualty,
or (ii) terminate this Agreement, in which event the Initial Deposit
and any interest accrued thereon shall be returned to Buyer, the
escrow shall be cancelled (with Seller paying the escrow fees and
charges incurred to such date), and this Agreement shall be void and
of no further force and effect.
Section 10. Condemnation.
In the event that, prior to the Close of Escrow, a govern-
mental entity shall commence any action in eminent domain to take any
portion or all of The Property, Seller shall promptly notify Buyer
and Buyer shall, within thirty (30) days following notice of such
action, elect either to (i) close this transaction as scheduled, in
which event Seller shall pay over to Buyer in escrow, at Close of
Escrow, all proceeds received with respect to such taking, and assign
to Buyer Seller's rights to condemnation proceeds not yet received in
connection with the taking, or (ii) terminate this Agreement, in
which event the Initial Deposit shall be returned to Buyer, the
escrow shall be cancelled (with Seller paying the escrow fees and
charges incurred to such date), and this Agreement shall be void and
of no further force and effect.
Section 11. Right of Entry.
After execution of this Agreement by the parties, Seller
grants to Buyer, its agents, employees or nominees, the right,
subject to the provisions of this Section, to enter into and upon the
Property for the purpose of making any soil, geological,
environmental, or other studies as may be required for Buyer's
analysis of the Property. All costs, expenses, liabilities or
charges incurred in or related to the performance of any and all of
studies, shall be paid by Buyer. Buyer hereby agrees to indemnify
and hold Seller and the Property free and harmless of and from any
and all damages, liens or charges arising out of or in any way
connected with Buyer's entry upon the Property. If Buyer does not
elect to proceed with the purchase of the Property as provided
herein, Buyer shall: (i) cause the Property to be returned to the
same condition as it was prior to any testing done on or with respect
to the Property; and (ii) deliver to Seller copies of all tests,
reports or inspections that Buyer has conducted on or with respect to
the Property.<PAGE>
Section 12. Default by Buyer; Liquidated Damages.
BY PLACING THEIR INITIALS HERE BUYER (S.G.) AND SELLER
(B.P.) AGREE THAT SHOULD BUYER DEFAULT IN BUYER'S OBLIGATION TO
PURCHASE THE PROPERTY WITHIN THE TIME AND IN THE MANNER SPECIFIED IN
THIS AGREEMENT, SELLER SHALL BE RELEASED FROM ALL OBLIGATIONS IN LAW
OR EQUITY TO CONVEY THE PROPERTY TO BUYER. BUYER AND SELLER AGREE
THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX THE ACTUAL
DAMAGES SUFFERED BY SELLER BECAUSE OF SUCH DEFAULT; THAT THE TOTAL
AMOUNTS ACTUALLY PAID BY BUYER PURSUANT TO PARAGRAPH 1.5 OF THIS
AGREEMENT SHALL CONSTITUTE A REASONABLE ESTIMATE AND AGREED
STIPULATION OF DAMAGES IN THE EVENT OF SUCH DEFAULT BY BUYER AND THAT
SELLER SHALL HAVE NO OTHER RIGHT OR CAUSE OF ACTION AGAINST BUYER FOR
DAMAGES ARISING FROM SAID DEFAULT.
Section 13. Broker's Commission.
Seller represents and warrants to Buyer and Buyer represents
and warrants to Seller that neither has used any broker, agent,
finder or other person in connection with the transaction contem-
plated hereby to whom a brokerage or other commission or fee may be
payable. Each party indemnifies and agrees to defend, protect and
hold the other harmless from any claims resulting from the breach by
the indemnifying party of the warranties and representations in this
Section.
Section 14. General Provisions.
14.1 Notices. All notices or other communications made
pursuant hereto shall be in writing and shall be deemed properly
delivered, given or served:
(a) When personally delivered against receipted copy;
or
(b) Upon receipt after being sent via Federal Express,
UPS or other nationally recognized overnight delivery service that
provides receipted delivery, to Buyer at the address set forth in
Section 1.3 with copies to Buyer addressed as follows:
Copy to: Robert Hutchison
Forman, Perry, Watkins & Krutz
1200 One Jackson Place
188 East Capitol Street
Jackson, Mississippi 39225-2608
and to Seller at the address set forth in Section 1.2 with copies to
Seller addressed as follows:
Copy to: Bedford Property Investors, Inc.
270 Lafayette Circle
Lafayette, CA 94549
Attn: Diana Green
Copy to: Law Offices of Matthew P. Shippey
1320 North Street, #23
Santa Rosa, CA 95404
Either party may change its address for the purposes of this Section
by giving five (5) days prior written notice of such change to the
other party in the manner provided in this Section.
14.2 Assignment. This Agreement is not assignable without
written consent of the non-assigning party (which shall not be
unreasonably withheld), and shall be binding upon and inure to the
benefit of the heirs, executors, administrators, successors and
assigns of the parties hereto. Notwithstanding the preceding, Buyer
shall have the right to assign this Agreement to a wholly owned
subsidiary of Buyer without Seller's consent, provided such entity
assumes all of the obligations of Buyer hereunder. No such
assignment shall relieve Buyer of its obligations hereunder.
14.3 Entire Agreement. This Agreement contains the entire
agreement of the parties hereto with respect to the matters covered
hereby, and supersedes all prior arrangements and understandings
between the parties, whether written or oral. No other representa-
tions, warranties, agreement, statement or promise made by either
party hereto have been relied upon or survive the execution of this
Agreement. This Agreement may only be amended by written document
signed by each of the parties hereto.
14.4 Further Documents. Each party will execute,
acknowledge and deliver, or cause to be executed, acknowledged and
delivered, such further instruments and documents including escrow
instructions and instruments of conveyance and transfer herein
provided for and to do any and all other acts and to execute,
acknowledge and deliver any and all documents as may be requested in
order to carry out the intent and purpose of this Agreement.
14.5 Time of Essence. A material consideration to Seller
entering into this transaction is that Close of Escrow occur on or
before the Closing Date specified in Section 1.8 hereof. Further,
time is of the essence of this Agreement in each and every provision
hereof.
14.6 Exhibits. All exhibits attached hereto and/or referred
to in this Agreement are incorporated herein as though set forth in
full.
14.7 Applicable Law. This Agreement shall be construed and
interpreted under, and governed and enforced according to the laws of
the State of Mississippi.
14.8 Remedies Not Exclusive and Waivers. No remedy
conferred by any of the specific provisions in this Agreement is
intended to be exclusive of any other remedy and each and every
remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law or in
equity or by statute or otherwise. The election of any one or more
remedies shall not constitute a waiver of the right to pursue other
available remedies.
14.9 Construction. The parties acknowledge and agree that
each party and its counsel have had the opportunity to review and
revise this Agreement and that any rule of construction to the effect
that ambiguities are to be resolved against the drafting party shall
not apply in the interpretation of this Agreement or any amendments
or exhibits thereto.
14.10 Recitals and Captions. The recitals and captions of
the Sections and Paragraphs of this Agreement are for convenience and
reference only, and the words contained therein shall in no way be
held to explain, modify, amplify, or aid in the interpretation, con-
struction or meaning of the provisions of this Agreement.
14.11 Attorneys' Fees. If either party prevails against the
other in any litigation concerning any part of this Agreement, such
successful party shall be entitled to its reasonable attorneys' fees,
including investigation and costs of discovery, and other costs con-
nected with such action, in addition to all other recovery or relief.
The prevailing party shall be that party receiving substantially the
relief sought in the litigation, whether brought to final judgement
or not.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the dates written below.
BUYER SELLER
THE PARKWAY COMPANY, Inc., BEDFORD PROPERTY INVESTORS,
a Texas corporation a Maryland corporation
By: /s/ Steven G. Roger By: /s/ Peter B.
Bedford
Title: President Title: CEO & Chairman
By: /s/ James M. Ingram Dated:
Title: Vice President
Dated: August 12, 1995
<PAGE>
EXHIBIT A
LEGAL DESCRIPTION
All that certain real property located in the City of
Jackson, County of Hinds, State of Mississippi, and further described
as follows:
A certain parcel of land being situated in Block 48 of Virden-Hatch
Place, known as Highland Colony Addition as recorded on Page 283 in
Plat Book "A" of the records of the Clerk's Office of Chancery Court
of Hinds County, at Jackson, Mississippi and being more particularly
described by Metes and Bounds as follows, to Wit:
Commencing at the Southwest Corner of Lot 1 of said Block 48 of
Highland Colony Addition and run thence North 87 degrees, 06 minutes,
46 seconds West for a distance of 326.06 feet to an Iron Pin which
marks the Easterly Right of Way line of Interstate Highway No. 55 and
also marks the Southwest Corner of the parcel herein described; run
thence North 5 degrees, 19 minutes, 34 seconds East for a distance of
292.53 feet along the Easterly Right of Way line of Interstate
Highway No. 55 to an Iron Pin which marks the Northwest Corner of the
parcel described herein; run thence South 85 degrees, 26 minutes, 52
seconds East for a distance of 940.53 feet to an iron Pin which marks
the Westerly Right of Way line or Ridgewood Road and the Northeast
Corner of the parcel described herein; run thence South 4 degrees, 33
minutes, 08 seconds West along the West Right of Way line of
Ridgewood Road fora distance of 265.06 feet to an Iron Pin which
marks the Southeast Corner of the parcel descried herein, run thence
North 87 degrees, 06 minutes, 46 seconds West for a distance of
618.83 feet to the Point of Beginning, containing 6.03 acres, more or
less.
<PAGE>
EXHIBIT B
FORM OF BILL OF SALE
THIS BILL OF SALE ("Bill of Sale") is made as of this day
of , 1995, by BEDFORD PROPERTY INVESTORS, INC., a
Maryland corporation ("Seller") in favor of THE PARKWAY COMPANY, a
Texas corporation ("Buyer"). Seller has agreed to sell to Buyer, and
Buyer has agreed to purchase from Seller, all that certain personal
property further identified on Schedule 1 attached hereto and
incorporated herein by this reference (the "Personal Property").
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, Seller does hereby
absolutely and unconditionally give, grant, bargain, sell, transfer,
set over, assign, convey, release, confirm and deliver to Buyer the
Personal Property.
The Personal Property is sold "AS IS - WHERE IS" without
representation or warranty by Seller (whether express or implied) as
to the condition of such Personal Property, its merchantability or
fitness for use. By acceptance of this Bill of Sale, Buyer hereby
expressly acknowledges and agrees that Seller has disclosed to Buyer
that the Personal Property is not new, and that Buyer has fully
inspected the Personal Property and has satisfied itself as to its
condition, and its fitness and suitability for the use to which Buyer
intends to put such Personal Property. Buyer hereby waives any and
all claims Buyer may have against Seller based upon the condition of
the Personal Property or any defects therein (whether latent or
patent), or the failure of the Personal Property to perform as
expected or desired by Buyer.
This Bill of Sale shall be governed by, and construed and enforced
in accordance with, the laws of the State of Mississippi. In any
action or proceeding brought to enforce any provision hereof, the
prevailing party shall be entitled to receive from the non-prevailing
party its reasonable attorneys' fees and costs of suit.
IN WITNESS WHEREOF, Seller has executed and delivered this Bill of
Sale as of the day and year first written above.
BEDFORD PROPERTY INVESTORS, INC.,
a Maryland corporation
By:____________________
Its:___________________
<PAGE>
SCHEDULE 1 TO BILL OF SALE
PERSONAL PROPERTY
All tangible and intangible personal property owned by Seller and
used exclusively in the operation of the real property commonly known
as the IBM Building, 6360 Interstate 55N, Jackson, Mississippi (the
"Property"), including without limitation all furniture, machinery,
apparatus and equipment owned by Seller and used exclusively in the
operation of the Property, any tenant security or other deposits not
previously applied by Seller to a tenant default, as well as any and
all rights of Seller in and to the building name, building logo, any
warranties or other contract rights, and any and all other intangible
personal property owned by Seller and used exclusively in connection
with the operation of the Property.
<PAGE>
EXHIBIT C
TENANT ROLL
Unit Rent Per Lease Lease
Reference Monthly Square Square Starting Exp. Deposits
Number Name Rent Feet Foot Date Date Held
205-100 General
Electric 9,872.42 9,113 13.00/yr 3/01/92 2/28/99 0.00
1.08/mth
205-160 American
Management
Systems 5,524.31 4,782 13.86/yr 9/16/94 9/30/97 0.00
1.16/mth
205-180 Everon 0.00 0 0.00/yr 0.00
(Sublessee-See #200) 0.00/mth
205-200 IBM
Corporation 41,495.92 37,867 13.15/yr 4/01/85 3/31/97 0.00
1.10/mth
205-250 Malcolm
Pirnie, Inc. 3,300.00 8,564 4.62/yr 8/01/95 8/31/00 0.00
0.38/mth
205-300 Conway 0.00 0 0.00/yr 0.00
(Sublessee-See #200) 0.00/mth
205-330 Shearer,
Taylor & Lee 5,178.48 4,213 14.75/yr 9/01/92 8/31/98 0.00
1.23/mth
205-338 Thomas Cook
Travel 2,096.25 1,677 15.00/yr 12/31/92 11/30/97 0.00
1.25/mth
205-350 Collins 0.00 0 0.00/yr 0.00
(Sublessee-See #200
205-400 GMAC 14,756.44 11,243 15.75/yr 6/27/88 6/30/98 0.00
1.31/mth
205-410 CoBank 10,475.90 7,642 16.45/YR 4/15/91 4/14/97 0.00
1.37/MTH
205-430 Vacant 0.00 0 0.00/yr 0.00
0.00/mth
<PAGE>
EXHIBIT D
FORM OF ASSIGNMENT OF LEASES AND CONTRACTS
ASSIGNMENT OF LEASES AND CON TRACTS
This Assignment of Leases and Contracts (this "Assignment") is
entered into as of the day of , 1995, by and between
BEDFORD PROPERTY INVESTORS, INC., a Maryland corporation ("Assignor")
and THE PARKWAY COMPANY, a Texas corporation ("Assignee").
A. Assignor has conveyed to Assignee that certain real
property more particularly described in Exhibit A attached hereto and
incorporated herein and the improvements located thereon, (together,
the "Property"), pursuant to that certain Agreement to Sell Improved
Real Property dated as of August __, 1995 (the "Purchase Agreement")
by and between Assignor and Assignee.
B. Assignor now desires to assign and transfer to Assignee all
of Assignor's right, title and interest in and to the Leases and
Contracts(both as hereinafter defined), but reserving therefrom any
rights to rents due under such Leases accruing prior to the date
hereof.
For good and valuable consideration, the receipt of which is
hereby acknowledged, Assignor hereby assigns and transfers unto
Assignee all of Assignor's right, title and interest in and to all
leases described in Exhibit B attached hereto and made a part hereof
(the "Leases"), but reserving therefrom any rights to rents due under
such Leases accruing prior to the date hereof, and all contracts
described in Exhibit C attached hereto and made a part hereof (the
"Contracts".)
Assignee hereby assumes the obligations of Assignor under the
Leases and Contracts from and after the date hereof.
Assignor and Assignee further agree as follows:
(1) Assignor warrants that:
(a) The Leases shown on Exhibit B and the Contracts shown
on Exhibit C are all of the Leases and Contracts affecting the
Property as of the date hereof. Assignor has not assigned or agreed
to assign any of the Leases or Contracts or any interest therein to
any other party.
(b) To the best of Assignor's actual knowledge, the Leases
and Contracts are in full force and effect and except as specified on
Exhibit B or Exhibit C hereto, there exist no defaults thereunder.
(2) Assignee warrants that:
(a) From and after the date hereof, Assignee shall perform
in a timely fashion all of the obligations of Assignor under the
Leases and Contracts.
Assignor shall indemnify and hold Assignee harmless from any and
all costs, claims, liabilities, damages or expenses including, but not
limited to reasonable attorneys' fees and costs, arising from any
breach of the Leases or Contracts by Assignor prior to the date
hereof. Assignee agrees to indemnify and hold Assignor harmless from
any and all costs, claims, liabilities, damages or expenses including,
but not limited to, reasonable attorneys' fees and costs arising from
the Leases and Contracts from and after the date hereof.
In the event of any litigation between Assignor and Assignee
arising out of this Agreement, the losing party shall pay the
prevailing party's costs and expenses of such litigation including,
but not limited to, reasonable attorneys' fees.
This Agreement shall be binding on and inure to the benefit of
the parties hereto, their heirs, executors, administrators, successors
in interest and assigns.
IN WITNESS WHEREOF, Assignor and Assignee have executed this
Agreement as of the day and year first above written.
ASSIGNEE ASSIGNOR
THE PARKWAY COMPANY, a BEDFORD PROPERTY INVESTORS, INC.,
Texas corporation a Maryland corporation
By: /s/ Steven R. Roger By: /s/ Bob Pester
Its: President Its: Vice President
By: Dated:
Its:
Dated: August 22, 1995
<PAGE>
EXHIBIT A
TO ASSIGNMENT OF LEASES AND CONTRACTS
LEGAL DESCRIPTION
All that certain real property located in the City of
Jackson, County of Hinds, State of Mississippi, and further described
as follows:
A certain parcel of land being situated in Block 48 of Virden-Hatch
Place, known as Highland Colony Addition as recorded on Page 283 in
Plat Book "A" of the records of the Clerk's Office of Chancery Court
of Hinds County, at Jackson, Mississippi and being more particularly
described by Metes and Bounds as follows, to Wit:
Commencing at the Southwest Corner of Lot 1 of said Block 48 of
Highland Colony Addition and run thence North 87 degrees, 06 minutes,
46 seconds West for a distance of 326.06 feet to an Iron Pin which
marks the Easterly Right of Way line of Interstate Highway No. 55 and
also marks the Southwest Corner of the parcel herein described; run
thence North 5 degrees, 19 minutes, 34 seconds East for a distance of
292.53 feet along the Easterly Right of Way line of Interstate Highway
No. 55 to an Iron Pin which marks the Northwest Corner of the parcel
described herein; run thence South 85 degrees, 26 minutes, 52 seconds
East for a distance of 940.53 feet to an iron Pin which marks the
Westerly Right of Way line or Ridgewood Road and the Northeast Corner
of the parcel described herein; run thence South 4 degrees, 33
minutes, 08 seconds West along the West Right of Way line of Ridgewood
Road for a distance of 265.06 feet to an Iron Pin which marks the
Southeast Corner of the parcel descried herein, run thence North 87
degrees, 06 minutes, 46 seconds West for a distance of 618.83 feet to
the Point of Beginning, containing 6.03 acres, more or less.
<PAGE>
EXHIBIT B
TO ASSIGNMENT OF LEASES AND CONTRACTS
LEASES
<PAGE>
EXHIBIT C
TO ASSIGNMENT OF LEASES AND CONTRACTS
CONTRACTS
<PAGE>
Exhibit 99.1
CONTACT: FOR IMMEDIATE RELEASE
Peter B. Bedford October 4, 1995
Chairman and Chief Executive Officer
Donald A. Lorenz
Executive Vice President and
Chief Financial Officer
Telephone: (510) 283-8910
BEDFORD PROPERTY INVESTORS, INC.
COMPLETES SALE
LAFAYETTE, CA -- Bedford Property Investors, Inc., (NYSE:BED)
announced that it has completed the sale of its 88,000 square foot
office building located in Jackson, Mississippi, to Parkway
Ridgewood, Inc. for $6.5 million. The sale produced a net loss of
approximately $600,000. The sale of the building is the Company's
final step in repositioning its asset base to the western United
States. The Company will use the sales proceeds to acquire additional
property.
Bedford Property Investors is a self-administered equity real
estate investment trust (REIT) with investments in suburban office
buildings and industrial properties concentrated in the western United
States. It is traded on the New York and Pacific Stock Exchanges
under the symbol "BED."
***
