AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY
THIS AGREEMENT, made as of the 6th day of July, 1993 (being the date
upon which both Seller and Purchaser have fully executed this Agreement and
being hereinafter referred to as the 'Effective Date'), by and among the
TRUSTEES UNDER DECLARATION OF TRUST DATED OCTOBER 8, 1984, AS AMENDED, OF EQK
REALTY INVESTORS I, a Massachusetts business trust (hereinafter called
'Seller'); LAWRENCE E. COOPER, M.D. (hereinafter called 'Purchaser'); and THE
EDWARDS GROUP, INC. (hereinafter called 'Broker').
WITNESSETH THAT:
WHEREAS, Seller is the owner of certain real property outlined on Exhibit
'A' attached hereto and by this reference made a part hereof (hereinafter called
the 'Land'); and
WHEREAS, Seller desires to sell the Land, the buildings and improvements
located thereon, and certain personal property hereinafter described to
Purchaser, and Purchaser desires to purchase the same from Seller;
NOW, THEREFORE, in consideration of the covenants, agreements, and promises
herein contained, and in consideration of the payment of the Earnest Money as
stated hereinafter, the parties hereto do hereby covenant and agree as follows:
1.
AGREEMENT TO BUY AND SELL
Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from
Seller:
a. the Land;
b. the buildings located on the Land, being one five-story office building
('Building F') containing approximately 108,536 rentable square feet and one
six-story office building (Building E') containing approximately 131,820
rentable square feet, together with all fixtures and other improvements now on
the Land or in or on the buildings, including, but not limited to, any signs,
lighting fixtures, security systems (to the extent owned by Seller), sprinkler
systems and HVAC equipment (all of the foregoing
buildings, fixtures, and other improvements being hereinafter called the
'Buildings' or 'Improvements');
c. all the title, interests, privileges, licenses and easements and other
rights appurtenant to the Land and the Buildings, including, but not limited to,
any right, title and interest of Seller in and to adjacent streets, roads,
alleys, easements, rights-of-way, to the extent that such right, title and
interest exists, and all right, title and interest of Seller under that certain
Easement and Maintenance Agreement dated August 31, 1992, recorded in Deed Book
15695, Page 208, Fulton County, Georgia records and Deed Book 7386, Deed Book
379, DeKalb County, Georgia records;
d. all personal property owned by Seller located on the Land and used in
connection with the operation and maintenance thereof, and all other personal
property owned by Seller and used in the operation of the Improvements and now
located on the Land or in the Improvements to the extent that any exists,
including, but not limited to, all carpeting, drapes, blinds, artwork, furniture
in the lobbies and supplies which are owned by Seller (and not including any
personal property owned by Seller's management agent or any Tenant);
e. all intangible property related to the ownership, maintenance or
operation of the Land or Improvements including, but not limited to, all
licenses, permits, utility service rights, guaranties, warranties, rents,
issues, and profits; provided, however, Seller specifically does not convey to
Purchaser the ownership of the tradename 'Peachtree Dunwoody Pavilion', said
tradename having been previously transferred to Peachtree Dunwoody Partners
L.P. as the purchaser of Buildings A, B, C and D (but Purchaser shall, however,
have the right to use said tradename in its address during the continuing term
of any existing leases);
f. all interest of Seller, as landlord, under the leases with the tenants
in the Buildings (the 'Leases'), including any security deposits or other
deposits of such tenants delivered to Seller.
(Items a. through f. are hereinafter collectively called the 'Property'.)
2.
EARNEST MONEY
Purchaser shall pay to COMMONWEALTH LAND TITLE INSURANCE COMPANY
(hereinafter called 'Escrow Agent') the sum of TWO HUNDRED FIFTY THOUSAND AND
NO/100 DOLLARS ($250,000.00) (hereinafter together with any interest earned
thereon and any additional amounts paid to Escrow Agent pursuant to this
paragraph 2 called
the 'Earnest Money') by certified or cashier's check immediately upon
execution of this Agreement by all parties hereto. The Earnest Money
shall be held by Escrow Agent in an interest-bearing FDIC money market
account (unless otherwise directed by both Seller and Purchaser) in accordance
with an escrow agreement in a form acceptable to Seller, Purchaser and Escrow
Agent. The Earnest Money shall be applied, delivered to Seller, or refunded to
Purchaser, as the case may be, in accordance with the terms of this Agreement.
In the event that Purchaser elects to extend the date for Closing as provided in
paragraph 7, Purchaser shall pay to Escrow Agent the following additional
amounts as Earnest Money, to be held and applied in the manner described above:
for the First Extension Period (as defined in said paragraph 7), the sum of TWO
HUNDRED THOUSAND AND NO/100THS DOLLARS ($200,000.00); for the Second Extension
Period, the sum of ONE HUNDRED THOUSAND AND NO/100THS DOLLARS ($100,000.00).
3.
PURCHASE PRICE
a. The purchase price (hereinafter called the 'Purchase Price') of the
Property shall be TEN MILLION, EIGHT HUNDRED THOUSAND AND NO/100 DOLLARS
($10,800,000.00).
b. Seller and Purchaser agree that the Purchase Price shall be allocated
among the land, buildings, and personal property, as Purchaser shall reasonably
designate prior to the Closing.
4.
METHOD OF PAYMENT
The entire Purchase Price shall be paid in cash or by Federal Reserve check
or wire transfer, at Seller's option, at Closing (as hereinafter defined). The
Earnest Money shall be credited to the Purchase Price at Closing and all
interest earned thereon shall be paid to Purchaser by Escrow Agent at or
immediately after Closing.
5.
COSTS AND PRORATIONS AT CLOSING
a. Closing Costs. Seller shall pay the Georgia Transfer Tax applicable to
the transaction contemplated hereby. Purchaser shall pay the cost of recording
all documents to be recorded (except title clearance documents, if any).
Purchaser shall also pay for any title examination fees, any premium of title
insurance, engineering fees, or survey fees, to the extent ordered by Purchaser
or its agents or representatives. Each party shall pay its own attorneys' fees.
Seller and Purchaser shall each pay one-half of any escrow fee of Escrow Agent.
b. Taxes. Real and personal property ad valorem taxes assessed against the
Property for the year in which Closing occurs
shall be prorated as of 12:01 a.m. on the day of Closing. The Property is
currently carried as a separate tax parcel in the public tax records. The
real property ad valorem tax statement for the Property shall be prorated
only on the basis of time. All of the personal property ad valorem taxes
for 1993 shall be paid at Closing, provided that in the event they are for
any reason not payable at Closing, Seller shall deposit with the Escrow Agent
its prorata share of such taxes, and any interest on the amount so deposited
by Seller with Escrow Agent shall accrue to Seller. Escrow Agent shall cause
to be paid the ad valorem taxes due and payable for the year of Closing when
the same become due and shall promptly provide Seller and Purchaser evidence
of payment. The obligations of Seller and Purchaser set forth in this
subparagraph b. shall survive Closing.
c. Utilities. Seller shall notify all utility companies servicing the
Property of the change in ownership and direct that all future billings be made
to Purchaser at the address of the Property, or such other address as Purchaser
may direct, with no interruption of service. Seller shall obtain final meter
readings for all utilities as of the Closing Date and have final bills rendered
directly to Seller. In the event that final meter readings cannot be obtained
due to the utility companies' internal operating procedures, Seller shall
reimburse Purchaser for any payments to any such utilities applicable to the
period prior to the Closing Date immediately upon receipt of evidence of such
payments from Purchaser.
d. Tax Appeals. It is the understanding of the parties that the 1991 and
1992 property tax assessments for Fulton County have not as yet been formally
accepted by the State of Georgia and remain subject to revision and that Seller
has appealed its assessment for such years. Seller shall remain fully
responsible for payment of any additional amounts which may become due for such
years and shall promptly pay same and furnish Purchaser with evidence of such
payment. Any refund of amounts already paid by Seller as to such years as a
result of Seller's appeals or otherwise shall be the sole property of Seller.
e. Rents. Seller and Purchaser agree to prorate rents and operating
expenses as of 12:01 a.m. on the day of Closing. In the event any rents for the
month in which Closing occurs are due and payable but have not, in fact, been
paid to Seller (hereinafter referred to as the 'Delinquent Rents'), the
proration shall nonetheless be calculated as if such rents have been paid and at
such later date as the Delinquent Rents are paid, the amounts so attributed to
Seller shall be remitted to Seller by Purchaser, if received by Purchaser, or
retained by Seller, if received by Seller. Any rents received by Purchaser after
Closing from tenants owing Delinquent Rents shall first be applied by Purchaser
to current rents then due and shall then be applied to such Delinquent Rents. In
the event legal action is initiated against any tenant by Purchaser to collect
the Delinquent Rents and/or other amounts subsequently becoming due, and such
legal action is successful in collecting all or part of the total amount due,
the costs of such
legal action shall proportionately offset the amount of Delinquent Rents paid
to Seller. Notwithstanding the foregoing, in no event shall any Delinquent
Rents be more than thirty (30) days past due as of the date of Closing.
6.
CONVEYANCE OF TITLE
a. Seller shall convey title to the Property to Purchaser by trustees'
deed, warranting only against persons claiming by, through, or under Seller,
subject only to those matters set forth in Exhibit 'B' attached hereto and made
a part hereof (hereinafter the 'Permitted Title Exceptions').
b. Purchaser shall have the right to examine the title to the Property and
to notify Seller within thirty (30) days after the Effective Date in writing of
any defects in or encumbrances upon Seller's title to the Property appearing on
the public records that are unacceptable to Purchaser. In the event Purchaser
notifies Seller of any such defect or encumbrance, Seller shall have the right,
but not the obligation, for a period of ten (10) days from and after the
Seller's receipt of such notice (even if such 10-day period is beyond the latest
possible date for Closing set forth herein), within which to attempt to satisfy
those title defects and encumbrances of which Purchaser has notified Seller. If
Seller satisfies all such title defects and encumbrances within the aforesaid
10-day period, then the transaction contemplated hereby shall be closed in
accordance with the terms of this Agreement. If Seller does not satisfy all such
title defects and encumbrances within the aforesaid 10-day period (or such
longer period as may be agreed to in writing by Purchaser), then Purchaser shall
elect either: (i) not to close the transaction contemplated hereby, in which
event Earnest Money shall be refunded to Purchaser and, except for the indemnity
provisions of this Agreement, this Agreement shall be void and of no further
force and effect; or (ii) to close the transaction contemplated hereby without
regard to such unsatisfied defects and encumbrances, in which event the
transaction contemplated hereby shall be closed in accordance with its terms,
without a reduction in Purchase Price, and Seller's conveyance of title shall
also be subject to all unsatisfied title defects and encumbrances.
c. Seller covenants and agrees unto Purchaser that except as specifically
notified by Seller, Seller has not since the record examination date specified
in subparagraph b. above, and shall not further, voluntarily encumber the
Property from the Effective Date through the date of expiration or other
termination of this Agreement in accordance with its terms. Purchaser shall also
have the right to examine title to the Property at any time up to Closing for
the purpose of ascertaining whether Seller has further voluntarily encumbered
the Property in violation of Seller's aforesaid covenant and agreement.
7.
CLOSING
Anything contained herein to the contrary notwithstanding, the closing
(herein called 'Closing') of the transaction contemplated hereby shall be held,
if at all, on or before that date which is sixty (60) days from the date of this
agreement (the 'Closing Date'), in the metropolitan Atlanta area during regular
business hours (as may be extended as provided in subparagraph 6.b. of this
Agreement). The exact time, place, and date of Closing shall be selected by
Purchaser by giving notice thereof, written or oral, to Seller at least five (5)
business days prior to Closing. In the event Purchaser does not notify Seller of
the exact time, place and date of Closing as provided in this paragraph 7,
Closing shall be held at 10:00 a.m. on the aforesaid date in the offices of
Seller, 5775-D Peachtree Dunwoody Road, Suite 200, Atlanta, GA 30342. At
Purchaser's option, Purchaser may elect to extend the date for Closing for an
additional sixty (60) day period (the 'First Extension Period'), upon not less
than 15 days' prior written notice to Seller and deposit with Escrow Agent prior
to the commencement date of such First Extension Period of the additional
earnest money set forth in paragraph 2 above. Assuming that Purchaser has
properly exercised its option to extend the date for Closing for the First
Extension Period, at Purchaser's option, Purchaser may elect to extend the date
for Closing for an additional thirty (30) days period (the 'Second Extension
Period'), upon not less than 15 days' prior written notice to Seller and deposit
with the Escrow Agent prior to the commencement date of such Second Extension
Period of the additional earnest money set forth in paragraph 2 above. Purchaser
acknowledges that the terms of the first mortgage on the Property requires
Seller to give the holder thereof a minimum of thirty (30) days' notice of
prepayment and that in the event Purchaser does exercise one or both of its
options to extend the date for Closing and Seller is required to strictly comply
with such prepayment notice provision and is not able to deliver the release of
the Property from such mortgage as of a particular date established by Purchaser
for such extended Closing, then the Closing shall be extended until such date as
Seller is able to deliver such release.
8.
BROKER AND BROKER'S COMMISSION
a. In the event the transaction contemplated hereby is closed in accordance
with its terms, Purchaser shall pay to Broker in cash at Closing a commission
equal to TWO HUNDRED SIXTEEN THOUSAND AND 00/100 DOLLARS ($216,000.00). If the
transaction contemplated hereby is not closed for any reason whatsoever,
Purchaser shall owe no commission to Broker, and Broker hereby waives any and
all claims to a broker's, real estate, or other fee or commission and any claim
of quantum meruit in connection with this Agreement or the transaction
contemplated hereby, except such commission as may become due in strict
accordance with the terms hereof.
b. Purchaser and Seller each warrant and represent to the other that, with
the exception of Broker identified herein, such party has not employed a real
estate broker or agent in connection with the transaction contemplated hereby.
Purchaser and Seller covenant and agree, each to the other, to indemnify the
other against any loss, liability costs, claims, demands, damages, actions,
causes of action, and suits arising out of or in any manner related to the
alleged employment or use by the indemnifying party of any real estate broker or
agent other than the Broker identified herein.
c. Purchaser and Seller acknowledge and agree that Broker has acted as
agent for Purchaser in this transaction and has not acted as agent for Seller.
9.
SURVEY AND INSPECTION OF THE PROPERTY
a. In exercise of the right of Purchaser and Purchaser's agents, employees
and independent contractors to enter upon the Property prior to Closing, as set
forth below, all at Purchaser's sole cost and expense, Purchaser shall take
reasonable steps to minimize disruption to tenants of the Property and to
minimize damage to the Property. Purchaser hereby covenants and agrees to
indemnify and hold harmless Seller from any and all loss, liability, costs,
claims, demands, damages, actions, causes of action, and suits arising out of or
in any manner related to the exercise by Purchaser of Purchaser's rights under
this paragraph 9.
b. The Property shall be described in the Closing documents as described in
that certain survey to be prepared for Purchaser by Watts & Browning Engineers.
Purchaser has received a survey of the Property last
updated in December 1992, and shall have thirty (30) days after the Effective
Date to obtain a further update thereto, and to review and approve of any
additional matters which may be disclosed by such update. Purchaser agrees to
cause the Survey update to be prepared at Purchaser's sole cost and expense, and
it shall be sufficient in all respects to allow Title Insurer to issue the Title
Policy at the Closing. If Purchaser fails, within such thirty (30) day period,
to disapprove any new matter disclosed by the Survey, by written notice to
Seller, then the Survey shall be deemed approved by Purchaser. Otherwise, the
process for removing and approving the matters disclosed in the Survey shall be
the same as applied to the Title Commitment, as set forth herein.
c. Seller agrees to assist and cooperate with Purchaser in obtaining access
to the Property and certain documents relating thereto for the purposes of
inspection. Except for any contractual rights of any Tenant to deny access to
all or any portion of the Property, Seller agrees to provide Purchaser and its
agents, consultants and employees access to the Property to inspect each and
every part thereof. Purchaser shall have the right, through its agents,
consultants and employees, to contact the Tenants. Seller shall also deliver,
unless previously delivered, to
Purchaser, within five (5) business days after the Effective Date, the
following documents and records relating to the Property, or make the
same available to Purchaser as herein provided (collectively 'Building
Documents'), for Purchaser to inspect within ten (10) business days of
the receipt thereof, whether such documents are in the possession of
Seller or any of Seller's agents, employees or other persons. In the
event Purchaser finds that any of the information disclosed by the Building
Documents is inconsistent with that previously delivered by Seller and material
to Purchaser's economic assumptions regarding the acquisition of the Property,
then Purchaser shall have the option of terminating this Agreement by written
notice to Seller within said ten (10) day period, in which event the Earnest
Money paid and all interest thereon shall be returned to Purchaser, reduced only
by any fees or expenses charged by the Escrow Agent.
As used herein, the Building Documents shall be:
i. Agreements, Regulations and Orders. Copies of any and all
agreements, regulations and orders affecting the Property and the parking
requirements for the operation of the Property, including, but not limited
to, all such items received by Seller after the date of this Agreement.
ii. Books and Records. Seller need not deliver, except as otherwise
provided herein, but shall make available for Purchaser's review and
copying, all books and records covering the operations of the Property
within Seller's possession from the date any certificate of occupancy
and/or building permit for the Property was originally issued by the
appropriate governmental agency having jurisdiction over the Property,
including, without limitation, monthly operating statements, cash receipt
journals, occupancy reports, and any and all invoices, receipts, and other
items relating to operation, repair, maintenance or management of the
Property.
iii. Information as to Square Footage. All information within Seller's
possession regarding the aggregate number of rentable square feet in the
Buildings available for lease to Tenants on an exclusive basis (excluding
common areas, if any) measured from the exterior surface of exterior walls
and from the center of interior demising walls, including the aggregate
number of rentable space which is not subject to a Lease and the
location(s) and aggregate amount of space of all such space(s).
iv. Construction Contracts. If in the possession of Seller, copies of
the general construction contract relating to the original construction of
the Improvements and any subsequent improvements thereto, the heating,
ventilating and air conditioning subcontract, the roofing subcontract, and
all contracts with any engineer or architect involved in the construction
of the Improvements.
v. Government Reports, Correspondence and Notices. Copies of any and
all reports received within the past three (3)
years with respect to the Property from any governmental body having
jurisdiction over any part of the Property, which body prepares and
delivers such reports, governmental correspondence relating to the
Property, including, but not limited to, all such notices received
by Seller during the period immediately preceding the date of this
Agreement.
vi. Hazardous Waste Substances. Copies of any and all inspection
reports, letters, test results, advisories and other similar documents
relating to the existence or non-existence of asbestos, PCB transformers,
and other toxic, contaminated, or hazardous materials waste or substance,
and/or underground storage tanks to the extent the same have not already
been delivered to Purchaser during the period preceding execution of this
Agreement.
vii. Inspection Reports. Copies of any and all inspection reports
prepared by or for Seller relating to or referring to the construction
and/or maintenance of the Improvements.
viii. Insurance Policies. A certificate evidencing the insurance
policies maintained by Seller relating to the Property.
ix. Leases and Service Contracts. Copies of all Leases and Service
Contracts, all pertinent correspondence relating to the Leases or Service
Contracts, including any and all Tenant correspondence files and all other
items in possession or control of Seller or its managing agent.
x. Licenses and Permits. Copies of all licenses, all heating,
ventilating, air conditioning, boiler, building and other permits,
authorizations, approvals, certificates and similar items, and all
certificates of occupancy and similar documents required in connection with
the Property and/or the maintenance or operation thereof, owned by or in
the possession of, or reasonably available to, Seller.
xi. Materials Inventory. An inventory of all usable construction
material located at the Property, if any.
xii. Operating Statements. Income and expense statements for the
Property for the three (3) most recent full calendar years prior to the
Closing and, to the extent available, the current year, all of which shall
be certified by an officer of Seller as having been prepared from the books
and records of the Property in accordance with generally accepted
accounting principles (except to the extent prepared on a cash or tax
basis). In addition, Seller shall provide Purchaser, to the extent in
possession or control of Seller or its managing agent, copies of all
deposit journals for, and all checks from, all Tenants relating to the
Property, for the current and prior three (3) calendar years. Included in
such information shall be a copy of any operating budgets for the Property
for the current year and the next succeeding calendar year. Any statements
provided hereunder shall include, to the extent available, (i) itemization
of all capital expenditures made during the respective periods, (ii) Tenant
payment records
indicating timeliness of Tenant payments, sales figures of tenants
reporting sales and their overage payments, (iii) parking income,
(iv) delinquent accounts, (v) a schedule of free rent given to Tenants
under Leases, (vi) detailed information regarding base year amounts for
expense pass-throughs on a Tenant by Tenant basis, and (vii) the amount and
the identity of all expenditures for tenant improvements by Seller and all
Tenants.
xiii. Photographs. Photographs of the Property, including an aerial
photograph thereof, to the extent available.
xiv. Plans and Specifications. Copies of all existing Plans and
Specifications.
xv. Rent Roll. The Rent Roll.
xvi. Schedule of Personal Property. A current schedule of the Personal
Property, including any identification numbers to the extent available.
Seller also agrees to provide Purchaser with an updated copy of the
schedule with any changes thereto noted, recertified as of the Closing
Date.
xvii. Soil Test and Reports. Copies of any and all soil and geological
tests and reports relating to the Property to the extent the same have not
already been delivered to Purchaser during the period preceding execution
of this Agreement.
xviii. Survey. Copies of the Seller's existing survey of the Property.
xix. Tax Bills. Copies of the current tax bill(s) or notice(s)
affecting the Property, as well as copies of the three (3) immediately
preceding years' tax bills and notices of proposed increases or changes in
the assessed value of the Property and any protects, complaints or appeals
filed with respect thereto during the last three (3) years.
xx. Title Insurance Policies. Copies of any Title Insurance Owner's
Policies.
xxi. Warranties and Guaranties. Copies of any and all written
warranties and/or guaranties pertaining to the landscaping, roofs,
plumbing, mechanical, electrical and heating and air conditioning systems,
parking lots and equipment that are part of the Property.
d. Back-Up Information. In the event a particular Building Document does
not exist, then Purchaser shall accept Seller's written certification that
Seller does not possess such Building Document. Further, Seller shall deliver to
Purchaser or provide Purchaser access to, within five (5) business days
following the written request of Purchaser, such back-up information and
documents relating to the operating records of Seller with respect to the
Property which Purchaser may reasonably request, and which are in the possession
of Seller or reasonably available to Seller.
Seller shall allow Purchaser such records at Purchaser's sole cost and
expense, both before and after the Closing. After Seller complies with
this paragraph 9 and as Seller receives additional documents or information
relating to the Property, or that would update the information or
documentation that was supplied pursuant to this paragraph 9, Seller shall
immediately provide the same to Purchaser.
e. Return of Building Documents. If this Agreement is terminated, then
promptly following such termination and upon Seller's request, Purchaser shall
return to Seller the Building Documents that Purchaser has received from or
through Seller.
f. Service Contracts. Purchaser acknowledges that Seller is not party to
any of the Service Contracts existing as to the Property and that Compass
Management and Leasing, Inc., as Seller's management agent for the Property, is
a party to any such agreements. Seller agrees, however, to facilitate
communication and cooperation between Purchaser and said agent with regard to
the negotiation of any assignments thereof or other matters involving said
Service Contracts.
g. Repairs, Replacement or Improvement of the Property. Seller shall also
furnish its statement setting forth any repairs, replacements or improvements to
the buildings and other improvements on the Property which it plans to make, and
any schedules it has for the repair, replacement or improvement of the Property.
h. Vacant Space. Purchaser shall have the right to show vacant space to
prospective tenants without the prior consent of Seller.
10.
RISK OF LOSS; CASUALTY AND CONDEMNATION
Seller agrees to give Purchaser prompt notice of any fire or other casualty
affecting the Property or any portion thereof (hereinafter called 'Casualty') or
of any actual or threatened (to the extent that Seller has current actual
knowledge thereof) taking, condemnation or other like proceeding (hereinafter
called 'Condemnation') of the Property or any portion thereof.
If prior to the Closing, there shall occur:
(a) damage to the Property caused by Casualty or Condemnation which
would cost an amount, greater than, or equal to, $50,000 to repair; or
(b) a Condemnation which would materially interfere with the present
use of the Property (including, without limitation, materially impair
access or utility availability, or cause a termination of any existing
leases of the Property; as used herein,
'material interference' shall include any taking of any portion of
the Buildings or any taking of any parking space included within the
Property); then Purchaser shall elect within ten (10) days from and after
such notice from Seller, by written notice to Seller, either: (i) not to
close the transaction contemplated hereby, in which event Earnest Money
shall be refunded to Purchaser and, except for the indemnity provisions
hereof, this Agreement shall be void and of no further force and effect;
or (ii) to close the transaction contemplated hereby in accordance with
its terms but subject to such Casualty or Condemnation, in which event
the Purchase Price shall be reduced only in the event of Casualty and
only by the deductible amount under Seller's hazard insurance policy,
and Seller shall assign to Purchaser Seller's rights in any insurance
proceeds or condemnation awards. If Purchaser does not make such election
within the aforesaid ten-day period, Purchaser shall be deemed to have
elected to close the transaction contemplated hereby in accordance with
clause (ii) of this paragraph. In the event Seller does assign to
Purchaser its interest under any existing insurance policy, Seller shall
cooperate with Purchaser in any and all reasonable respects in the
preparation and prosecution of Purchaser's claim thereto, including the
taking of any action or completion of any form which must be effected in
Seller's name.
If before Closing there occurs:
(a) damage to the Property caused by Casualty or Condemnation which
would cost less than $50,000 to repair; or
(b) a Condemnation which would not materially interfere with the
present use of the Property;
then, Purchaser may not terminate this Agreement and there shall be assigned to
Purchaser at Closing all interest of Seller in and to any insurance proceeds or
condemnation awards payable to Seller on account of that event, and the Purchase
Price shall be reduced only in the event of Casualty and only by the deductible
amount under Seller's hazard insurance policy. In the event of any such
assignment, Seller agrees to cooperate with Seller as set forth above.
11.
NOTICE
a. Unless otherwise specified in this Agreement, any notice, election, or
other communication required or permitted hereunder shall be delivered by hand
(including overnight or other professional courier service) or by certified
United States mail, return receipt requested, postage and charges prepaid, to
the following addresses:
To Seller:c/o COMPASS Retail, Inc.
5775 Peachtree Dunwoody Road
Suite 200-D
Atlanta, Georgia 30342-1505
Attn: Linda K. Schear, Counsel
With copy to: Gregory R. Greenfield
(same address as to Seller)
To Purchaser: Lawrence E. Cooper, M. D.
Bentley Investments
2700 Delk Road, Suite 125
Marietta, GA 30067
With copy to: Stanley K. Slutzky, Esq.
Slutzky, Wolfe and Bailey
4000 Cumberland Parkway, NW
Building 1300
Atlanta, GA 30339-4503
To Broker: The Edwards Group
1512 Monarch Plaza
3414 Peachtree Road NE
Atlanta, GA 30326
Attn: Ed Fuchs
b. Any notice, election, or other communication delivered or mailed as
aforesaid shall be effective upon delivery or receipt.
c. Each party hereto may change its address and addressee for notice,
elections, and other communications from time to time by notifying the other
parties hereto of the new address and addressee in the manner provided for
giving notice herein.
12.
CLOSING DOCUMENTS
a. At Closing, Seller shall deliver or cause to be delivered to Purchaser
the following items:
(i) a trustees' deed, duly executed by authorized officers of Seller
in recordable form in the State of Georgia;
(ii) a current rent roll of all original leases which currently affect
the Property, certified to be true and correct to the knowledge of Seller
(hereinafter called the 'Leases');
(iii) Seller's assignment and Purchaser's assumption of the Leases, in
form and content satisfactory to Seller and Purchaser, duly executed by
officers of Seller and acknowledged by Purchaser;
(iv) a bill of sale and Seller's assignment and Purchaser's assumption
of Contracts (as hereinafter defined) and warranties, in form and content
satisfactory to Seller and Purchaser, duly executed by Seller;
(v) an affidavit or certificate in compliance with Section 1445 of the
Internal Revenue Code of 1986, as amended, and any regulations promulgated
thereunder, stating under penalty of perjury Seller's United States
identification number and that Seller is not a 'foreign person' as that
term is defined in Section 1445, duly executed by Seller and acknowledged;
provided, however, that if Seller fails to deliver this affidavit or
certificate, Purchaser shall be entitled to withhold from the Purchase
Price and pay to the Internal Revenue Service the amounts required by
Section 1445, and applicable regulations promulgated thereunder;
(vi) keys to all locks located in the Property that are in Seller's
possession or to which Seller has reasonable access;
(vii) a schedule certified by Seller, based on Seller's current actual
knowledge, itemizing all security deposits, prepaid rent and other money
held by Seller for the account of the tenants under the Leases;
(viii) a notice letter to tenants under the Leases informing them of
the sale, in form and content satisfactory to Seller and Purchaser, duly
executed by Seller;
(ix) originals of all Leases, Contracts, plans, governmental approvals
(including zoning and certificates of occupancy, if in Seller's
possession), warranties and guaranties relating to the ownership and
operation of the Property that, to Seller's knowledge, are in Seller's
possession;
(x) evidence of appropriate authorization, satisfactory to Purchaser
and the title company insuring the Property in favor of Purchaser, in its
reasonable discretion, for (a) the sale of the Property in accordance with
this Agreement, (b) the execution and delivery of this Agreement on behalf
of Seller, and (c) the consummation of the transaction contemplated by this
Agreement on behalf of Seller;
(xi) a Settlement Statement, duly executed by Seller;
(xii) an owner's affidavit in standard form required by title
insurance companies in the State of Georgia so as to permit the 'standard
exceptions' to be deleted from an owner's title insurance policy;
(xiii) original tenant Estoppel Letters in form satisfactory to
Purchaser, executed by each tenant under the Leases and dated no more than
45 days prior to the Closing Date; provided, however, if the Closing Date
is extended by Purchaser pursuant to paragraph 7, this time period shall be
increased by one (1) day for each day the Closing Date is so extended;
(xiv) Agreement of Survival of Representations, Warranties and
Covenants, executed by Seller; and
(xv) such other items reasonably necessary for consummating the
transaction contemplated hereby.
b. Purchaser shall deliver at Closing:
(i) the Purchase Price, as adjusted by prorations and costs as
provided in this Agreement;
(ii) Seller's assignment and Purchaser's assumption of the Leases, in
form and content satisfactory to Seller and Purchaser, duly executed by
Purchaser;
(iii) Seller's assignment and Purchaser's assumption of the Contracts
and warranties, in form and content satisfactory to Seller and Purchaser,
duly executed by Purchaser;
(iv) Settlement Statement, duly executed by Purchaser;
(v) evidence of appropriate authorization satisfactory to Seller, in
its reasonable discretion for (a) the purchase of the Property in
accordance with this Agreement, (b) the execution and delivery of this
Agreement on behalf of Purchaser, and (c) the consummation of the
transaction contemplated by this Agreement on behalf of Purchaser; and
(vi) such other items reasonably necessary for consummating the
transaction contemplated hereby.
13.
BREACH, TERMINATION, AND EXPIRATION
a. In the event Purchaser breaches this Agreement by failing to close its
purchase of the Property, except as permitted herein, the Earnest Money shall be
promptly paid over to Seller as full liquidated damages for
Purchaser's failure or refusal to close in accordance with the terms of this
Agreement (but not in liquidation of Purchaser's continuing obligations to
Seller under the indemnity provisions hereof) and shall be the sole and
exclusive remedy of Seller. The parties hereto acknowledge the difficulty of
ascertaining Seller's actual damages in the event Purchaser breaches this
Agreement, and that such liquidated damages represent the parties best and
reasonable estimate of such damages. The parties hereto expressly acknowledge
and agree that such liquidated damages are not intended as a penalty. In the
event Purchaser breaches this Agreement, no part of the Earnest Money shall
accrue to Broker.
b. In the event Seller breaches this Agreement, including, without
limitation, Seller's refusal to convey title to the Property in accordance with
the terms of this Agreement after any conditions precedent to Seller's
obligation to close have been met, then, subject to and limited by the
provisions of paragraph 29, in such event Purchaser shall have all rights and
remedies available
at law or in equity for Seller's breach, including, without limitation,
an action for specific performance.
c. In the event the transaction contemplated by this Agreement does not
close within the time set forth in paragraph 7 for any reason other than as
described in paragraphs 13.a. and 13.b. hereinabove, then the Earnest Money
shall be refunded to Purchaser, and, except for the indemnity provisions hereof,
this Agreement shall be void and of no further force and effect.
14.
SELLER'S COVENANTS, REPRESENTATIONS AND WARRANTIES
As an inducement to Purchaser to enter into this Agreement and to purchase
the Property, Seller covenants with, and represents and warrants to, Purchaser,
the matters hereinafter set forth (hereinafter referred to as 'Seller's
Representations and Warranties'). Seller hereby makes its Representations and
Warranties for the benefit of Purchaser and Purchaser's successors and assigns.
Seller's Representations and Warranties contained herein are not intended to
replace or limit in any manner any express or implied warranty provided under
applicable law. Purchaser shall be entitled to rely upon the Seller's
Representations and Warranties, notwithstanding Purchaser's inspection and
investigation of the Property, provided that to the extent Purchaser has actual
knowledge prior to Closing that any of the Seller's Representations and
Warranties is incorrect, whether such actual knowledge is derived from Seller,
information provided by Seller, or from other resources, and Purchaser purchases
the Property without disclosing such knowledge to Seller, Purchaser may not
elect to ignore such knowledge and to claim detrimental reliance upon Seller's
Representations and Warranties or to bring any claim or action against Seller by
reason thereof.
Seller represents and warrants that Seller's Representations and
Warranties, as well as the facts and other matters contained therein, are true
as of the date of this Agreement and shall be true as of the Closing Date.
a. Access. To the best of Seller's knowledge, the Property has full and
free access to and from public streets and roads, and Seller has no actual
knowledge of any facts or conditions that could result in the termination of the
present access from or to the Property to or from any such existing highways and
roads, or in the termination or expiration of any conditional use permits, sign
permits or other governmental permits or approvals necessary for the use and
operation of the Property for the purpose for which the Property is presently
being used and operated.
b. Arm's Length Leases. Seller and Purchaser acknowledge that one of the
Tenants in the Buildings, EQ Services, is an affiliate of Seller, but Seller
represents that the Lease with EQ
Services and all other Leases were negotiated at arm's length, and that
except for EQ Services, Seller does not have any beneficial or other
ownership interest, directly or indirectly, in any Tenant, nor has Seller
guaranteed in whole or in part, directly or indirectly, any obligation of
a Tenant under a Lease.
c. Authority. Seller is a Massachusetts business trust properly organized
under the laws of the State of Massachusetts, and properly authorized to own
real property in the State of Georgia. Seller is the owner of the Property and
has the right, power, legal capacity and power to enter into this Agreement and
to convey the Property to Purchaser pursuant to the terms and provisions hereof
and perform its other obligations hereunder. The parties and persons executing
this Agreement on behalf of Seller have been duly authorized to execute this
Agreement. The execution of this Agreement by Seller, the performance by Seller
of Seller's obligations hereunder, and the sale, transfer, conveyance and/or
assignments contemplated hereby, do not require the consent of any third party.
d. Conformance with Laws. To the best of Seller's knowledge, the Property,
including the Improvements as constructed and operated by Seller, conforms to,
and is operated, maintained, and leased in accordance with all applicable city,
county, state, federal and other laws, statutes, ordinances, rules and
regulations.
e. Disclosure and Compliance. Seller has no actual knowledge of any suit,
action or arbitration, bond issuance or proposal therefor, proposal for public
improvement assessments, pay-back agreement, paving agreement, road expansion or
improvement agreement, utility moratorium, use moratorium, improvement
moratorium, or legal, administrative, or other proceeding or governmental
investigation or requirement, formal or informal, existing or pending or
threatened that affects the Property or which adversely affects Seller's ability
to perform hereunder, or other charge or expense upon or relating to the
Property, which has not been disclosed to Purchaser in writing prior to the
Effective Date. There is no suit, action, arbitration or other proceeding
affecting or involving Seller and any current Tenant.
f. Disclosure of Adverse Change. Seller shall inform Purchaser in writing
of any material adverse change in the condition of the Property, or the
operation thereof, which occurs at any time prior to Closing. Seller shall
promptly inform Purchaser in writing of any fact which would indicate that any
Tenant occupying the Property is insolvent or is not able to pay its rent or
perform other obligations under the relevant Lease when due.
g. Employees. Seller has no employees at the Property; any and all on-site
staff working at the Property is employed by Seller's management agent and
Seller has the right and authority to terminate its agreement with said
management agent at Closing.
h. Interest. Seller does not have any obligation to pay any interest or
other charges to any Tenant with respect to any security deposits held for the
benefit of any Tenants.
i. Leases. Seller acknowledges that its management agent has negotiated all
of the Leases and maintains the files of the Tenants. With respect to each of
the Leases, and except as otherwise disclosed in writing to Purchaser, Seller
states that to the best of its knowledge, there is no agreement, document,
understanding or other communication with any Tenant which alters, negates,
limits or otherwise modifies the Leases heretofore delivered by Seller to
Purchaser or the information contained on the Rent Roll prepared by Seller and
delivered to Purchaser. Seller has no actual knowledge of any reason that
Purchaser cannot or should not rely on the accuracy or completion of the Tenant
files maintained by its management agent.
j. No Adverse Soil Conditions. Seller has no actual knowledge of any soil
or geological conditions affecting the Property that could materially and
adversely affect the Property, or the ownership and operation thereof by
Purchaser. To the best of Seller's actual knowledge, the condition of the soil
at the Property is such that it will support all of the Improvements thereon for
the foreseeable life of the Improvements without the need for unusual or new
sub-surface excavations, fill, footings, caissons or other installations. To the
best of Seller's actual knowledge, the Improvements, as built, were constructed
in a manner compatible with soil conditions at the time of construction and all
necessary excavations, fill, footings, caissons or other installations were
provided.
k. No Bankruptcy Proceedings. Seller has not (i) made a general assignment
for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or
suffered the filing of an involuntary petition by Seller's creditors, (iii)
suffered the appointment of a receiver to take possession of all or
substantially all of Seller's assets, (iv) suffered the attachment or other
judicial seizure of all, or substantially all, of Seller's assets, (v) admitted
in writing its inability to pay its debts as they come due, or (vi) made an
offer of settlement, extension or composition to its creditors generally.
l. No Default. Seller has no actual knowledge that it is in default under
the terms of any Lease or any other agreement pertaining to the Property, nor
that any event has occurred that shall constitute a default by Seller under such
documents and instruments following the passage of time, nor has Seller received
any notice of any default under any Lease or other agreement pertaining to the
Property.
m. No Hazardous Waste. Except as may be disclosed by that certain Phase I
Preliminary Assessment dated June 28, 1991, prepared by ATEC Engineering (as
Project No. 32-19136), Seller has no actual knowledge that there are any
'hazardous materials' (as defined below) located on or at the Property and
Seller has
received no notice of any violation or claimed violation of any law,
rule, or regulation relating to hazardous materials. To the best of Seller's
actual knowledge, the Property has not been used for the storage of hazardous
materials, there have been no spills or leaks of hazardous material on or at the
Property or on any property within one thousand (1,000) feet of the Property
boundaries, and there are no underground storage tanks of any kind at the
Property. To the best of Seller's actual knowledge, the Property has not been
the subject of an environmental audit or assessment, the Property has all
required environmental permits relating to air and water quality, and there are
no abandoned landfills or other closed hazardous materials storage or disposal
sites on or at the Property. The Seller has no actual knowledge that the
Property has been the subject of either an investigation by federal, state or
local officials or private litigation as a result of the handling of hazardous
materials, or that any significant accident or other incident that resulted in
hazardous materials contamination has ever occurred on or at the Property. To
the best of Seller's actual knowledge, (i) no neighboring facilities have ever
been the subject of an investigation by federal, state or local officials or the
subject of private litigation as a result of their handling hazardous materials
and (ii) no accident or other incident resulting in hazardous materials
contamination has ever occurred on neighboring properties. For the purposes of
this Agreement, the phrase 'hazardous materials' shall include, without
limitation, each of the following: asbestos materials; PCB transformers; toxic,
hazardous or contaminated waste, substance or material; oil; petroleum; and oil
and petroleum by-products.
n. No Leasing Fee. Upon consummation of the transactions contemplated by
this Agreement, there shall be no brokerage or leasing fees or commissions or
other compensation due or payable on an absolute or contingent basis to any
person, firm, corporation, or other entity, with respect to or on account of any
of the Leases and no such fees, commissions or other compensation shall, by
reason of any existing agreement, become due during the terms of any of the
Leases or with respect to any renewal or extension thereof or the leasing of
additional space by any Tenant, except as provided on Exhibit D. Seller agrees
that it shall either cash out prior to Closing or assume full responsibility for
payment of those commissions payable after Closing for the two current leases
indicated in section B. of Exhibit 'D'.
o. No Litigation. There is no pending litigation or, to the best of
Seller's actual knowledge, threatened litigation or asserted or unasserted
claims relating to the Property.
p. No Notices. Seller has not received and has no knowledge of, any
notification from any city, county, state or federal authority having
jurisdiction over the Property or of any utility providing service requiring any
work to be done to, or affecting the use of the Property or any portion thereof.
Seller has received no notice from any insurance carrier as to, nor is Seller
aware, of defects or inadequacies in the Property that if
not corrected would result in termination of insurance coverage or increase in
insurance costs.
q. No Undisclosed Assessments. Seller has no actual knowledge of any taxes,
assessments (special, general or otherwise) or bonds of any nature affecting the
Property, or any portion thereof, except as disclosed in the Title Commitment.
Seller has no understanding or agreement with any taxing authority respecting
the imposition or deferment of any taxes or assessments respecting the Property.
r. No Untrue Statements. Seller has made no material untrue statement or
representation in connection with this Agreement, and all items from Seller
transferred or delivered and/or given to Purchaser, including, but not limited
to, the Building Documents, are genuine, true, correct and complete copies of
what they purport to be to the best of Seller's actual knowledge. Additionally,
to the best of Seller's actual knowledge, (i) said items have not been amended,
modified, or supplemented other than as also transferred or delivered and/or
given to Purchaser, (ii) no item that should have been transferred, delivered
and/or given to Purchaser has not been so transferred, delivered and/or given,
and (iii) all such items fairly present the information set forth in a manner
that is not misleading, Seller has not failed to state or disclose any material
fact in connection with the transaction contemplated by this Agreement. Seller
knows of no facts and Seller has not misrepresented any facts that would prevent
Purchaser from operating the Property after the Closing in the manner in which
the Property is currently being operated and used.
s. No Violation of Other Agreements. Neither this Agreement nor anything
provided to be done hereunder (including, but not limited to, the transfer of
the Property to the Purchaser) violates or shall violate any contract, document,
understanding, agreement or instrument to which Seller is a party or by which
Seller may be bound, or any contract, document, understanding, agreement or
instrument affecting the Property.
t. Operating Statements. All operating statements delivered to Purchaser by
Seller are accurate, true and correct, have been compiled from the books and
records of the Property and set forth the results of the operation of the
Property for the periods covered. There has been no material adverse change in
the condition or operation of the Property since the period covered by the
operating statements. The financial records kept by Seller are complete,
accurate, true and correct and reflect all transactions affecting or relating to
the Property, are kept and maintained at the office of Seller at Seller's
address set forth in the Notice section hereof, and no financial records
affecting or relating to the Property have been knowingly withheld from
Purchaser.
u. Personal Property and Improvements. To the best of Seller's actual
knowledge, the Personal Property is in good condition and repair and all
Improvements at the Property,
including, tenant improvements installed by or at the direction of Seller,
are in good condition and repair.
v. Property Condition. To the best of Seller's actual knowledge and except
as may have been previously disclosed by Seller to Purchaser or his agents, the
Property, and all components thereof, including, but no limited to, parking
lots, electrical systems, roofs, air conditioning systems, heating systems and
elevators are and, at the Closing shall be, in good condition and working order,
and shall perform the work or function for which intended. To the best of
Seller's actual knowledge, the Improvements, and all component parts thereof,
were constructed in substantial conformance with the Plans and Specifications,
as well as documents approved by the appropriate city, county, state and other
officials, and are free of material construction, design and structural defects.
w. Rent Roll and Tenants. All information set forth in the Rent Roll dated
May 31, 1993 is true and correct and, to the best of Seller's actual knowledge,
there are no material defaults under any of the leases. Except with respect to
the Leases described in the Rent Roll, there are no Leases or other agreements
that grant, and there is no person other than the Tenants pursuant to the Leases
so listed and the subtenants and assignees thereof which has or has asserted,
any right of use or possession to the Property or any part thereof.
Additionally, no rent concessions have been given to or asserted by any Tenant
except as shown in the Rent Roll and Leases, no rent has been paid in advance by
any Tenant except as shown in the Rent Roll and Leases, Seller has no actual
knowledge that any Tenant has or has asserted any claim against Seller for any
security deposit or other deposits except as shown in the Rent Roll and Leases,
and no Tenant has or has asserted any defense or off-set to (i) rent accruing
after the Closing Date or (ii) any other obligations under its Lease. Seller is
not aware of any fact or circumstance with respect to any Tenant that would
indicate that any Tenant who is occupying space in the Property is unwilling to
perform any of its obligations under its Lease, or due under its Lease or is
otherwise insolvent. Seller has made no commitment, undertaking, or
representation to any Tenant, or given any renewal rights to any Tenant, other
than as indicated on the Rent Roll or in the Leases.
x. Service Contracts. Except for the Service Contracts and Seller's
agreement with its management agent, Seller has no actual knowledge of any
contracts or other oral or written agreements for services, supplies or
materials, affecting the use, operation or management of the Property.
y. Storm Water. To the best of Seller's actual knowledge, all storm water
flowing from the Property drains either into a public system or onto a permitted
location and through recorded easements for the benefit of the Property.
z. Title to Personal Property. Seller has good and marketable title to the
Personal Property set forth in the schedule
of the Personal Property listed or to be listed prior to the Closing in the Bill
of Sale, free and clear of all liens and security interests and other interests.
aa. Title to Real Property. At the Closing, fee simple title to the Land
and Improvements shall be conveyed to Purchaser in a good and marketable
condition, free and clear of all liens, encumbrances, agreements, encroachments,
leases, tenancies, mechanics' liens, materialmen's liens, and other interests
affecting all or any portion of the Property or any interest therein other than
(i) current non-delinquent real property taxes (but not assessments), (ii)
written Leases, and (iii) the Permitted Title Exceptions.
bb. Utilities Available. To the best of Seller's actual knowledge, all
utilities necessary for the operation of the Property in accordance with its
present use are available to the Land.
cc. Zoning and Other Governmental Information. Seller has no actual
knowledge of any pending or threatened request, application or proceeding to
alter or restrict the zoning or other use restrictions applicable to the
Property, except for the matters described in the letter dated June 6, 1991, to
Mr. Edward Noble from Fulton County (and related documents), a copy of which has
been heretofore delivered to Purchaser; or any plan, study or effort by any
governmental authority or agency or any private party or entity that in any way
affects or would affect the authorization of the current use and operation of
the Property. Seller has no actual knowledge of any pending or threatened action
or governmental proceeding in eminent domain, zoning change, rent control or
otherwise that would directly or indirectly affect the Property, nor does Seller
know of any fact that might give
rise to such a proceeding; to the best of Seller's actual knowledge, all
governmental and regulatory licenses, franchises, certificates and permits
respecting the Property that are necessary for the operation of the Property by
Seller in accordance with its intended use, if any, are possessed by Seller and
will be transferred to Purchaser, if legally transferable, at the Closing.
dd. ERISA Representation. Seller is not a pension plan subject to ERISA or
a governmental pension plan or an entity which is deemed to hold plan assets of
any ERISA or governmental plan, and Seller is not a 'party in interest' (as
defined in Section 3(14) of ERISA) to any ERISA plan which is a limited partner
in any affiliate of Purchaser.
ee. Governmental Violations. Seller has received no written notice of, nor
does Seller have actual knowledge of, any violations under CERCLA, RCRA or any
other federal, state or other governmental legislation or ordinance. Seller has
received no written notice that any municipality or any governmental or quasi-
governmental authority has determined that there are any violations of zoning,
health, environmental or other statutes, ordinances or
regulations affecting the Property, and Seller has no actual knowledge of any
such violations.
ff. Seller's Additional Covenants. In addition to all other agreements
contained herein, Seller covenants to Purchaser as follows:
1. Leasing Activities. At all times during the time between the
Effective Date of the Contract and the Closing (hereinafter referred to as
the 'Contract Period') Seller agrees that (i) it shall continue to perform
all of its obligations as landlord under the Lease and (ii) it shall not
enter into any new Leases, amend, terminate, or accept the surrender of any
Lease, or approve the assignment of any Lease, without the prior written
consent of Purchaser. Purchaser's failure to respond to Seller in writing
within five (5) business days after its receipt of a written request from
Seller seeking Purchaser's consent shall be deemed to constitute
Purchaser's consent to the proposed transaction. Any such request by Seller
shall contain the proposed terms of the new Lease and all financial
information regarding the proposed Tenant necessary for Purchaser to
determine the creditworthiness of the Tenant or the economic feasibility of
the proposed lease.
2. New Contracts. At all times during the Contract Period, Seller
agrees that it shall not enter into any new Service Contract or any other
contract relating or pertaining to the Property, or amend or modify any
such contract, in any manner that would preclude Purchaser from terminating
the same, without cost or expense to Purchaser, on not more than thirty
(30) days written notice, given at any time after the Closing, unless
Seller has obtained Purchaser's prior written consent.
3. Payment of Obligations. At all times during the Contract Period,
Seller shall timely pay and perform its material obligations under the
Leases and Services Contracts and shall timely pay all taxes, assessments
and utility charges affecting the Property.
4. Insurance. At all times during the Contract Period, Seller shall
maintain in full force and effect and pay all premiums for all fire and
extended (or all risk) coverage and liability insurance policies currently
covering the Property.
5. Compliance with Laws. At all times during the Contract Period,
Seller shall not permit to exist, and Seller shall initiate action to cause
removal of, any notices of violations of any federal, state or municipal or
other health, building, zoning, safety, environmental protection or other
applicable code, law, ordinance, rule or regulation now or hereafter
existing and relating or applying to the Property.
6. Encumbrances. At all times during the Contract Period, Seller shall
not encumber, or permit or suffer to be
encumbered with any encumbrance, lien or other claim or right, the
Property, the Leases or any other right, appurtenance or property, real or
personal, to be conveyed pursuant to this Agreement, which encumbrance(s)
cannot otherwise be removed as of the date of Closing at no cost to
Purchaser.
7. Remove Liens. At or prior to the Closing, Seller agrees to fully
pay, satisfy or otherwise remove or bond, at its sole cost and expense, (i)
all deeds to secure debt, mortgages or other monetary liens against the
Property, and (ii) all mechanic's or materialmen's liens or any similar
claim or lien claimed against the Property, or any part thereof, arising
from work performed or commenced or materials supplied, prior to the
Closing, such that there are and will be no mechanic's or materialman's
liens existing or that may arise by reason of the construction of the
Improvements.
8. Operating Reports. Within Fifteen (15) days after the end of each
calendar month during the Contract Period, Seller shall deliver to
Purchaser an operating report with respect to the Property's operations for
such month, which report shall indicate gross rental income, gross income
from other (identified) sources, expenses of each kind and amount, rent
delinquencies and vacancies.
9. Changes. At all times during the Contract Period, if Seller learns
of any material fact or circumstance that causes or has a reasonable
likelihood of causing any document or other information delivered to
Purchaser by Seller or any agent of Purchaser or Seller's representation or
warranty to be untrue or misleading, Seller shall notify Purchaser as soon
as is reasonably possible, but in any event, within three (3) business days
after Seller learns thereof.
10. Confidentiality. Seller, and each of its trustees, employees and
agents shall not, during the Contract Period or after the Closing, make any
public disclosure, except as provided below, including any publication,
radio or television announcements or other similar form of disclosures, and
shall exercise its best efforts not to make any other disclosure other than
as required by law to any third party, except with the prior written
consent of the Purchaser, of any information concerning the Purchase Price
for the Property and/or any of the financial terms and considerations of
the underlying transaction, including any information concerning Purchaser
or any Tenant occupying space in the Property. Furthermore, Seller shall
exercise its best efforts to require that its employees comply with the
foregoing. Purchaser acknowledges Seller's obligation to issue a press
release announcing the signing of this agreement, and Seller shall make a
reasonable effort to issue such press release with language agreeable to
Purchaser.
11. Maintenance. During the Contract Period, Seller shall maintain the
Property, including all landscaping, in its present condition, ordinary
wear and tear excepted, in
accordance with all applicable federal, state and local laws, ordinances
and requirements; Seller shall not otherwise deviate from its ordinary and
customary operation, maintenance or management of the Property. Seller
shall, within three (3) business days of its occurrence, provide Purchaser
with written notice of any material change in the condition of the
Property which is other than as a result of ordinary wear and tear; the
notice shall indicate the extent of the damage, the anticipated cost of
repair and the time necessary to make such repairs.
12. Permits and Licenses. If Seller does not have any license, permit
or certificate that is required for the operation or maintenance of the
Property by any authority having jurisdiction over the Property, Seller
shall obtain same prior to the Closing.
To the extent that any of Seller's Representations or Warranties given
herein with respect to the existence or absence of facts is qualified by the
knowledge of Seller, it is intended to mean that no information has come to the
attention of Seller that would give Seller actual knowledge of such facts. The
term 'actual knowledge' in this Agreement shall mean only express information of
fact of circumstance on which any representation or warranty is given. The
Seller's Representations and Warranties are solely for the benefit of Purchaser
and permitted successors and assigns and may not be relied upon in any manner or
be enforced against Seller by any other person or entity.
Seller hereby agrees to execute a certificate at Closing for the purpose of
restating and affirming Seller's Representations and Warranties. If any of
Seller's Representations or Warranties is proven to be false in any material
respect, Purchaser shall have, in addition to any other remedies Purchaser may
have pursuant to the terms hereof, the right to terminate and rescind this
Agreement, in which event the Earnest Money, to the extent paid, shall be
promptly refunded to Purchaser and except for the indemnity provisions of this
Agreement, this Agreement shall be void and of no further force or effect. All
right and remedies of Purchaser for a breach of any of Seller's Representations
and Warranties shall terminate one (1) year from Closing.
15.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF PURCHASER
As an inducement to Seller to enter this Agreement and to sell the
Property, Purchaser covenants with and represents and warrants to the Seller, as
follows:
a. Purchaser has the right, power and authority to enter into this
Agreement and to purchase the Property in accordance with the terms and
conditions of this Agreement.
b. Purchaser has not (i) made any assignment for the benefit of creditors,
(ii) filed any voluntary petition in bankruptcy or suffered the filing of an
involuntary petition by his creditors, (iii) suffered the appointment of a
receiver to take possession of any of his assets, (iv) suffered the attachment
or other judicial seizure of any of his assets, (v) admitted in writing his
inability to pay his debts as they come due, or (vi) made an offer of
settlement, extension or composition to his creditors generally.
16.
ESTOPPEL LETTERS
a. At least ten (10) business days prior to the Closing, Purchaser shall
have received a Tenant Estoppel from each Tenant under the Leases in form and
substance satisfactory to Seller and Purchaser, dated as of a date not more than
forty-five (45) days prior to the Closing Date, properly executed by each such
Tenant. If any Tenant Estoppel does not contain all of the representations
required by Purchaser, or discloses exceptions to such statements, Seller shall
have the right to cure such matters, provided such cure occurs prior to the date
of the Closing; and provided further, however, that in the event a Tenant
asserts any claim against Seller, and Seller does not satisfy such Tenant's
claim to the reasonable satisfaction of Purchaser prior to the Closing,
Purchaser may (i), if the value of the claim is less than or equal to Fifty
Thousand and 00/100ths Dollars ($50,000.00), require the escrow with Escrow
Agent of the amount in dispute from the cash proceeds payable to Seller at the
Closing, or (ii), if the value of the claim is greater than Fifty Thousand and
00/100ths Dollars ($50,000.00), either terminate this Agreement or, in the
alternative, require the escrow with Escrow Agent of such the amount in dispute
from the cash proceeds payable to Seller at the Closing; provided that in the
event of an amount in dispute in excess of $50,000.00 and further provided that
Seller had no prior actual knowledge of such dispute, Seller shall likewise have
the option to terminate this Agreement rather than escrow the amount in
question, unless Purchaser is willing to waive this requirement. Any amount
placed in escrow pursuant to this provision shall be held by Escrow Agent
pending a final resolution of the claim as between Seller and such Tenant, and
shall be disbursed to Seller and/or Tenant, as the case may be, depending on the
outcome of such claim; Seller shall be solely liable for the cost and/or expense
of such escrow.
b. In the event Seller is unable to provide a Tenant Estoppel from any
Tenant occupying less than 3,000 square feet of rentable space at the Property,
after reasonable efforts to obtain such Tenant Estoppel, Seller may in lieu
thereof provide to Purchaser an indemnity against any loss or claim made against
Purchaser by any of such Tenants arising from a default of Seller under the
relevant lease prior to Closing or the unenforceability of the relevant lease
against any such Tenant due to conditions existing or actions occurring prior to
Closing. Seller shall also in such event
warrant and represent to Purchaser that Seller has no actual knowledge of any
default by Seller or of any claims by such Tenant against Seller or which may
represent offsets for Tenant against amounts due under the relevant Lease.
17.
TIME OF ESSENCE
Time is of the essence of this Agreement.
18.
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement of the parties and may not
be amended except by written instrument executed by all the parties hereto.
19.
HEADINGS
The paragraph headings are inserted for convenience only and are in no way
intended to describe, interpret, define, or limit the scope or content of this
Agreement or any provision hereof.
20.
SEVERABILITY
The provisions of this Agreement are intended to be independent, and in the
event any provision hereof should be declared by a court of competent
jurisdiction to be illegal or invalid for any reason whatsoever, such illegality
or invalidity shall not effect the remainder of this Agreement.
21.
POSSESSION
Seller shall deliver possession of the Property at Closing, subject to the
rights of Tenants under the Leases.
22.
SURVIVING CLAUSES
The indemnity provisions hereof and the provisions of paragraphs 5, 8, 9,
14, 15, 18, 22 and 29 hereof shall all survive Closing and shall not be merged
into the Closing documents. All other provisions of this Agreement shall be
merged into the Closing
documents and shall not survive Closing unless otherwise expressly provided.
23.
APPLICABLE LAW
This agreement shall be construed and interpreted in accordance with the
laws of the State of Georgia.
24.
ASSIGNABILITY
Purchaser may not assign Purchaser's rights under this Agreement without
the prior written consent of Seller, such consent not to be unreasonably
withheld; provided, however, Purchaser may assign this Agreement without
Seller's prior written consent to an entity which Purchaser may form as his
chosen vehicle for ownership and operation of the Property, and, provided that
all obligations of Purchaser hereunder are assigned to and assumed by such
substitute entity and that notice of such assignment (including information
regarding the substituted entity, its composition and ownership) shall be
promptly provided to Seller, upon the execution of proper documentation
effecting such assignment, Purchaser shall thereafter be released from its
obligations to perform the obligations of Purchaser hereunder. Purchaser shall
also have the right to effect his purchase of the Property as part of a
like-kind exchange and Seller agrees to cooperate in such exchange, provided
that any additional costs incurred by Seller by reason thereof shall be borne by
Purchaser. In no event shall Purchaser have the right to assign his interest
hereunder to an entity which is an 'affiliate' of Seller, as defined by Seller's
Declaration of Trust and governing regulations.
In connection with such a permitted assignment by Purchaser, Seller
consents to Purchaser's disclosure of the terms hereof and any and all
information available to Purchaser or said assignee regarding the Property to
such investors, prospective investors, their brokers and representatives,
underwriters, counsel to any of the foregoing, and state and federal
governmental securities-regulating authorities. Seller shall maintain in a safe
place all financial and other records with respect to the operation management
and maintenance of the Property for the three (3) year period immediately
preceding the Closing Date, which records are not delivered by or on behalf of
Seller to Purchaser pursuant to the terms of this Agreement, and Purchaser, or
persons or entities designated by Purchaser, shall have the right to review and
audit such records during the two (2) year period next following the Closing
Date; Seller shall make the records available to Purchaser, or to persons or
entities designated by Purchaser, within ten (10) days following receipt by
Seller of a written notice from Purchaser indicating Purchaser's desire to have
the records reviewed and/or audited.
25.
SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of Seller,
Purchaser and Broker, and their respective successors and assigns.
26.
DATES
If any date of significance hereunder falls upon a Saturday, Sunday or
legal holiday, such date shall be deemed moved to the next succeeding day which
is not a Saturday, Sunday or legal holiday.
27.
LEGAL FEES
In the event of the bringing of any action or suit by a party hereto
against another party hereunder by reason of any breach of any of the covenants,
agreements, representations or warranties on the part of the other party arising
out of this Agreement, then, in that event, notwithstanding anything in this
Agreement to the contrary, the prevailing party in such action or dispute,
whether by judgment or out of court settlement, shall be entitled to have and
recover of and from the other party all costs and expenses of suit, including
actual attorney's fees (but not to include fees of in-house counsel).
28.
COUNTERPARTS
This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one and the same agreement, and any of the
parties to this Agreement may execute this Agreement by signing any one of the
counterparts.
29.
LIABILITY OF SELLER
The individuals who have executed this Agreement on behalf of Seller have
done so in their capacity as Trustees and/or officers under that certain
Declaration of Trust of EQK Realty Investors I, dated October 8, 1984, as it has
been amended from time to time (hereinafter called the 'Declaration'). The
Declaration provides, in part, and Purchaser hereby agrees that, no shareholder,
trustee, officer, director, employee, partner or agent of Seller, or any
subsidiary or disclosed principal of any of them, shall have any personal
liability for any debt, claim, demand, judgment, decree,
liability or obligation hereunder, nor shall the property or any such person or
entity be subject to attachment, levy, execution or other judicial process and,
except for the reimbursement obligation set forth in paragraph 16., Purchaser
hereby agrees to look solely to the interests of Seller in its real estate
assets (including the rents, issues and profits therefrom) for the payment of
any sum or the performance of any obligation, and any judgment against Seller
shall be limited to the interest of Seller in its real property assets
(including the rents, issues and profits therefrom), and shall not attach to
any other property or asset of Seller.
30.
PARKING
Seller has indicated to Purchaser that the Property is currently zoned as
one parcel together with the real property occupied by Buildings A, B, C, D and
G of the complex known as Peachtree Dunwoody Pavilion and that the Property's
compliance with Fulton County zoning requirements with regard to parking are
currently determined in accordance with such zoning. Seller has delivered to
Purchaser for his review all information in the possession of Seller with regard
to the compliance of the Property with Fulton County parking ratio requirements,
including the easement agreement executed between the Building G parcel and the
Property, a copy of the relevant Fulton County zoning resolutions, a copy of the
current zoning of the Property, a survey of the Property showing all current
parking spaces and counts, Seller's analysis of parking requirements for the
Peachtree Dunwoody Pavilion complex (pre-dating any sales thereof), and a letter
from Fulton County verifying the availability and applicability of a reduction
in parking required by the zoning resolution due to the planned adjacent
presence of a MARTA rapid rail station. Seller agrees to cooperate with
Purchaser in its understanding of the parking requirements and Purchaser shall
be free to request and obtain such third party verifications and information as
Purchaser may require; provided that absent definitive, conclusive written
evidence from a qualified third party that the Property does not presently
comply with the relevant Fulton County zoning
resolution as to parking ratio requirements, the failure of Purchase additional
information or verification of such compliance shall not entitle Purchaser to
delay or avoid its obligations hereunder.
31.
OFFER AND ACCEPTANCE; BINDING EFFECT
a. This Agreement, as executed by Purchaser, shall constitute an offer to
Seller. Seller shall accept the same, if at all, by delivering to Purchaser two
(2) executed originals of this Agreement on or before 5:00 P.M. on July ____,
1993. This offer, if not timely accepted as aforesaid, shall expire and be of no
further force and effect at the time and date set forth in this paragraph.
b. This Agreement shall not be binding upon any party signatory hereto
until Purchaser, Seller and Broker have each agreed to all provisions hereof and
any and all changes thereto and have each executed this Agreement.
IN WITNESS WHEREOF, Seller, Purchaser, and Broker have caused this
Agreement to be executed by its duly authorized officers as of the day and year
first above written.
SELLER:
EQK REALTY INVESTORS I
By: __________________________________
Title: Executive Vice President
Seller's Tax ID No. 23-2320360
PURCHASER:
/s/ LAWRENCE E. COOPER, M.D. (SEAL)
LAWRENCE E. COOPER, M.D.
Purchaser's Tax ID No. ###-##-####
BROKER: THE EDWARDS GROUP
By: __________________________________
Title: President
TABLE OF EXHIBITS
A -- Survey Depicting Land
B -- List of Permitted Title Exceptions
C -- Current Rent Roll
D -- Leasing Fees
EXHIBIT 'A'
SURVEY OF THE LAND PREPARED BY
WATTS & BROWNING ENGINEERS AS JOB NO. 910529
LAST UPDATED DECEMBER 16, 1992
ATTACHED TO ORIGINAL COUNTERPARTS
BUT NOT INCLUDED IN THIS COPY
EXHIBIT 'B'
LIST OF PERMITTED TITLE EXCEPTIONS
Seller and Purchaser shall agree on a
List of Permitted Title Exceptions within ten
days of the Effective Date and incorporate said
List into or subsequently initial and attach
said List to this agreement.
EXHIBIT 'C'
PEACHTREE DUNWOODY PAVILION
RENT ROLL
AS OF MAY 31, 1993
BUILDING E
LEASE LEASE RENT CURRENT CURRENT CURRENT
LOCATION/ RENTABLE START EXPIRATION START RENT/ RENT/ RENT/ ESCALATION
SUITE TENANT SQUARE FEET DATE DATE DATE MONTH YEAR RSF CLAUSE
- --------- ---------------------- ----------- --------- ----------- --------- --------- --------- ----------- --------------
E-120 Toni Curry & 1,100 01-Nov-91 31-Oct-92 01-Nov-91 $ 1,279.00 $ 15,348 $ 13.95 None
Associates*
E-150 Union Tank Car Company 1,181 01-Jan-91 31-Dec-93 01-Jan-91 $ 1,292.67 $ 15,512 $ 13.13 Fixed--3%
E-160 Standard Register 793 01-Feb-92 31-May-96 01-Feb-92 $ 808.83 $ 9,706 $ 12.24 CPI
E-200 Crown Suites 21,441 17-Nov-86 31-Dec-94 17-Nov-86 Cash Flow
E-300 Executive travel 11,713 01-Jan-91 31-Dec-95 01-Feb-92 $17,033.15 $ 204,398 $ 17.45 CPI(2-6%)
E-350 Standard Register 7,080 01-Jun-91 31-May-96 01-Jun-91 $ 7,434.00 $ 89,208 $ 12.60 None
E-355 Standard Register 1,364 01-Apr-93 31-May-96 01-Apr-93 $ 1,717.50 $ 20,610 $ 15.11 None
E-360 Just Delicious 1,768 01-May-93 30-Apr-98 01-May-93 $ 1,768.00 $ 21,216 $ 12.00 CPI & DOE
E-400 EQ Services 23,935 15-Aug-92 14-Aug-97 01-Aug-92 $21,740.96 $ 260,892 $ 10.90 CPI (5-8%)
E-500 EREIM Expansion 2,390 01-May-90 31-May-94 01-May-90 $ 4,280.00 $ 51,360 $ 21.49 CPI (5-8%)
E-500 EREIM 19,343 01-Jun-89 31-May-94 01-Jun-89 $34,639.08 $ 415,669 $ 21.49 CPI (5-8%)
E-600 EQ Services 23,935 15-Aug-92 14-Aug-97 01-Aug-92 $21,740.96 $ 260,892 $ 10.90 CPI (5-8%)
E-110 Vacant 4,480
E-130 Vacant 1,171
TOTAL OFFICE 121,694 $1,364,810 $ 11.76
E-170 EQ Services 6,915 15-Aug-92 14-Aug-97 15-Aug-92 $3,457.50 $ 41,490 $ 6.00 CPI (5-8%)
E-STOR Standard Register 366 01-Feb-92 31-May-96 01-Feb-92 $ 259.25 $ 3,111 $ 8.50 CPI
Total Vacant - Storage 2,139 $ 0 $ 0.00
TOTAL STORAGE 9,420 $ 44,601 $ 6.13
TOTAL BUILDING 131,114 $1,409,411 $ 11.43
STEP-UP STEP-UP
LOCATION/ RENT RENT/ RENT/
SUITE STEP-UPS YEAR RSF
- --------- --------- --------- -----------
E-120 Year 1 $ 15,348 $ 13.95
E-150 Year 1 $ 15,060 $ 12.75
E-160 Year 1 $ 9,706 $ 12.24
E-200
E-300 Year 1 $ 199,121 $ 17.00
E-350 Year 1 $ 70,800 $ 10.00
Year 2 $ 74,340 $ 10.50
Year 3 $ 89,208 $ 12.60
Year 4 $ 104,076 $ 14.70
Year 5 $ 118,944 $ 16.80
E-355 Year 1 $ 20,610 $ 15.11
E-360 Year 1 $ 21,216 $ 12.00
E-400 Year 1 $ 260,892 $ 10.90
E-500 Year 1 $ 42,660 $ 17.85
E-500 Year 1 $ 345,273 $ 17.85
E-600 Year 1 $ 260,892 $ 10.90
E-110
E-130
E-170 Year 1 $ 41,490 $ 6.00
E-STOR Year 1 $ 3,111 $ 8.50
* Tenant is currently Month-to-Month
EXHIBIT C
PEACHTREE DUNWOODY PAVILION
RENT ROLL
AS OF MAY 31, 1993
BUILDING F
LEASE LEASE RENT CURRENT CURRENT CURRENT
LOCATION/ RENTABLE START EXPIRATION START RENT/ RENT/ RENT/ ESCALATION
SUITE TENANT SQUARE FEET DATE DATE DATE MONTH YEAR RSF CLAUSE
- --------- ---------------------- ----------- --------- ----------- --------- --------- --------- ----------- --------------
F-100 AT&T Paradyne 12,696 17-Apr-91 30-Apr-99 17-Apr-91 $13,817.48 $ 165,810 $ 13.06 None
F-150 Tandy Corporation 4,197 15-Apr-92 14-Apr-97 15-Apr-92 $ 4,809.08 $ 57,709 $ 13.75 DOE
F-160 Mac 'N' Train 2,895 13-Apr-92 12-Apr-97 13-Apr-92 $ 3,136.25 $ 37,635 $ 13.00 CPI cap 5%
F-200 GeoSyntec Consultants 14,821 16-Oct-92 15-Oct-00 16-Oct-92 $13,894.69 $ 166,736 $ 11.25 DOE cap @5%
CPI cap 5%
F-220 National Mortgage Co. 2,807 01-Feb-93 31-Jan-96 01-Feb-93 $ 3,445.59 $ 41,347 $ 14.73 CPI
F-300 EQ Services 22,249 01-Apr-93 M-T-M 01-Apr-93 $20,209.51 $ 242,514 $ 10.90 None
F-250 Vacant 4,373
F-400 Vacant 22,249
F-500 Vacant 22,249
TOTAL BUILDING 108,536 $ 711,751 $ 11.93
GRAND TOTAL OFFICE 230,230 $2,076,561 $ 9.02
GRAND TOTAL BUILDING 239,650 $2,121,162 $ 8.85
GRAND TOTAL VACANT 56,661 24.61%
STEP-UP STEP-UP
LOCATION/ RENT RENT/ RENT/
SUITE STEP-UPS YEAR RSF
- --------- --------- --------- -----------
F-100 Year 1 $ 126,960 $ 10.00
Year 2 $ 133,308 $ 10.50
Year 3 $ 165,810 $ 13.06
Year 4 $ 173,173 $ 13.64
Year 5 $ 203,898 $ 16.06
Year 6 $ 212,277 $ 16.72
Year 7 $ 246,810 $ 19.44
Year 8 $ 256,205 $ 20.18
F-150 Year 1 $ 57,709 $ 13.75
F-150 Year 1 $ 30,135 $ 10.41
Year 2 $ 37,635 $ 13.00
F-200 Year 1 $ 166,736 $ 11.25
Year 2 $ 170,442 $ 11.50
Year 3 $ 185,263 $ 12.50
Year 4 $ 200,084 $ 13.50
Year 5 $ 214,905 $ 14.50
Year 6 $ 232,690 $ 15.70
Year 7&8 $ 251,957 $ 17.00
F-220 Year 1 $ 41,347 $ 14.73
F-300 Year 1 $ 242,514 $ 10.90
F-250
F-400
F-500
PEACHTREE DUNWOODY PAVILION
EXHIBIT 'D'
LEASING FEES
A. COMMISSIONS DUE FOR EXISTING TENANTS UPON RENEWAL, EXPANSION, EXTENSION, NEW
LEASE
TENANT CONDITIONS PERCENTAGE
- ---------------------- ------------------------------------------------------------------------- -----------------
AT&T Paradyne extension, renewal, expand, new lease 2.00%
Agent must be involved.
No liability after 10 years from original commencement.
Executive Travel extension, renewal, expand, new lease 2.00%
No other outside broker involved.
No liability after lO years from original commencement.
GeoSyntec extension, renewal, expand, new lease 2.00%
Agent must be involved.
No other outside broker involved.
No liability after 10 years from original commencement.
Mac 'N' Train extension, renewal, expand, new lease 2.00%
Agent must be involved.
No other outside broker involved.
No liability after 10 years from original commencement.
National Mortgage extension, renewal, expand, new lease 2.00%
Agent must be involved.
No other outside broker involved.
No liability after 10 years from original commencement.
Anxiety, Inc. extension, renewal, expand, new lease 2.00%
No other outside broker involved.
No liability after 10 years from original commencement.
B. COMMISSIONS PAYABLE FOR CURRENT LEASES
TENANT DESCRIPTION
- ---------------------- __________________________________________________________________________________________
Standard Register $185.83 per month through 5/94, increasing to $216.83 on 6/94, and $247.80 on 6/95 through
expiration of 5/96.
Union Tank Car $62.75 per month until expiration of 12/93.