DISPOSITION SUPPORT AGREEMENT
This Disposition Support Agreement is entered into as of the 16th day of April,
1996, between Insignia Financial Group, Inc., hereafter referred to as the
"ADVISOR", and ___________________________________, an Illinois limited
partnership, the owner of the Property (as hereinafter defined), hereafter
referred to as the "OWNER". This Agreement shall terminate at 5:00 p.m.
Chicago time one year from the date of this Agreement ("Scheduled Termination
Date") unless earlier terminated by OWNER on the terms described herein.
In consideration of the services rendered by the ADVISOR and the other terms of
this Agreement relating to the sale of the real estate commonly known as
_____________________ ("Property"), located in _________, ___________, the
parties hereto agree as follows:
1. OWNER hereby appoints ADVISOR as disposition support advisor for the term
hereof to perform the services described herein relating to the marketing of
said Property for sale, upon the following terms and conditions or on such
other terms as approved by OWNER:
A. ADVISOR is not authorized to negotiate on behalf of, or bind, OWNER to any
contract or other agreement of any kind on behalf of OWNER. ADVISOR shall
perform the services described on Exhibit A hereto (the "Services").
B. OWNER and ADVISOR specifically agree that ADVISOR shall receive the
compensation described in Exhibit B attached hereto only if the Property is
sold and the transaction is consummated. ADVISOR may divide any compensation
payable hereunder with any licensed agent provided that the cooperating agent
or agents participated in the performance of the Services and delivers to OWNER
a receipt and release of all claims due. Payment to ADVISOR of the
compensation provided for herein shall be payment in full of all compensation
due under this Agreement, and ADVISOR shall deliver to OWNER a receipt and
release of any claims due.
C. ADVISOR agrees to cooperate fully with any and all licensed real estate
brokers in connection with the sale of the Property. ADVISOR agrees to
indemnify and hold OWNER and its agents harmless against any loss, claim, cause
of action, liability and expense including reasonable attorney's fees, in
connection with the claims of any brokers, finders or other persons who may
claim to have procured a purchaser as a result of their dealings through
ADVISOR. The terms and conditions of this indemnification shall survive the
termination of this Agreement.
D. In the event it becomes necessary for either party to initiate legal
proceedings of any nature in order to secure payment of the compensation
provided for in this Agreement, or to enforce the terms hereof, the prevailing
party shall be entitled to recover reasonable attorney fees and costs.
E. OWNER may terminate this Agreement at any time without cause upon sixty
(60) days prior written notice to ADVISOR or with cause upon seven (7) days
prior written notice to ADVISOR. If OWNER (a) terminates this Agreement prior
to the Scheduled Termination Date without cause and OWNER executes a contract
for a sale of the Property prior to the Scheduled Termination Date or (b) this
Agreement expires on the Scheduled Termination Date, and in either event OWNER
closes a sale within 60 days following the Scheduled Termination Date, then
OWNER will pay ADVISOR the compensation described in this Agreement.
2. Time is of the essence of this Agreement.
3. The laws of the State of Illinois shall govern the validity, enforcement
and interpretation of this Agreement.
4. This Agreement contains the entire agreement between OWNER and ADVISOR,
and no oral statement or prior written matter shall have any force or effect.
No variation, modification or amendment of this Agreement shall be binding on
the parties hereto unless and until set forth in a document executed by the
parties hereto. This Agreement may not be assigned by either party without the
consent of the other party hereto, except that ADVISOR may assign this
Agreement without the consent of OWNER to Insignia Mortgage and Investment
Company.
5. This Agreement is expressly subject to the terms and conditions contained
in the Exhibits attached hereto and made a part hereof.
IN WITNESS WHEREOF, The parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.
OWNER:
___________________________,
an Illinois limited partnership
By: ______________________,
______________________
its general partner
By: _______________________
Its:__________________________
ADVISOR:
INSIGNIA FINANCIAL GROUP, INC.
By: _______________________
Its:__________________________
EXHIBIT A
ADVISOR shall provide the following disposition support services (the
"Services") in connection with the sale of the Property:
1. Assist under the supervision and direction of OWNER personnel in the
compilation, preparation and dissemination of property sales packages of
information to be utilized by prospective purchasers in their financial and
other analyses in determining whether to purchase the Property.
2. Assist OWNER and any third party real estate broker that OWNER may
utilize, in its sole discretion, in connection with the Property sale under the
supervision and direction of OWNER personnel in discussions with prospective
purchasers regarding sales of the Property.
3. At OWNER's direction, to conduct or assist in site visits and tours of the
Property by prospective purchasers of the Property.
4. During the period the Property is listed for sale, maintain stability and
consistency of operations of the Property, including maintaining key property
and district personnel, close monitoring of expenses, maintaining rental and
occupancy rates (in accordance with the budget for the Property previously
agreed to by OWNER unless OWNER shall direct ADVISOR in writing to deviate from
such budget) and maintaining the Property in excellent visible condition for
property inspections.
5. Such other services as OWNER and ADVISOR may agree to such as coordinating
appraisals, construction inspections and environmental inspections.
To the extent that ADVISOR shall be engaged as the real estate broker in
connection with the proposed sale of the Property, ADVISOR shall not be
separately engaged to perform the Services with respect to such Property sale.
EXHIBIT B
This EXHIBIT is attached to and made a part of that certain Disposition Support
Agreement ("Agreement"), by and between OWNER and ADVISOR, as said terms are
defined in the Agreement, concerning the proposed sale of the Property. In the
event of any conflict between the terms and conditions of this Exhibit B and
the terms appearing in the Agreement, the terms and conditions of this Exhibit
B shall control.
1.Compensation and Time of Payment
If and when, pursuant to the terms of the Agreement, a written sales agreement
is entered into between OWNER and a purchaser and the transaction is
subsequently consummated and title is transferred to a third party during the
term of the Agreement and subject to Paragraph 1(E) of the Agreement, OWNER
agrees to pay to ADVISOR, upon closing of the transaction, a fee in
consideration of the Services performed equal to 1.25% of the purchase price if
the purchase price does not exceed $7.5 million, 1% of the purchase price if
the purchase price exceeds $7.5 million but does not exceed $12.5 million, or
0.75% of the purchase price if the purchase price exceeds $12.5 million.
Furthermore, in the event OWNER has in effect an agreement with Compleat
Resource Group, Inc. ("CRG") relating to the marketing of certain services at
the Property, and OWNER has paid certain fees to CRG or its vendors or agents
on behalf of residents at the Property, and OWNER has not received compensation
as of the date of the closing of the sale of the Property from CRG or its
vendors or agents in an amount equal to such fees paid by OWNER, ADVISOR agrees
that its compensation under this Agreement shall be reduced by any such
deficiency under the CRG Agreement. Notwithstanding the foregoing statements,
ADVISOR acknowledges and agrees that the compensation to all parties in
connection with such sale, including compensation to be payable to ADVISOR, in
the aggregate may not exceed the prevailing rate for real estate brokerage
services when considering the type of real property to be sold, the sale price
of the Property and the geographic locale of the Property (the "Prevailing
Rate") and that, as a result, ADVISOR's and such third party's compensation may
be reduced proportionately. In addition, in the event that it is determined
that the compensation paid to ADVISOR hereunder, when combined with
compensation paid to other third parties by the OWNER in connection with the
sale of the Property is in excess of the Prevailing Rate, ADVISOR will reduce
its compensation hereunder and repay to OWNER an amount necessary to make such
total compensation not greater than the Prevailing Rate, but in no event in
excess of the amount paid to ADVISOR in connection with the sale of such
Property.
If for any reason whatsoever, including but not limited to acts, omissions,
negligence or the willful default of OWNER, its agents, employees or
representatives, the closing of a transaction is not consummated, no
compensation or fee of any sort will be deemed to be due or earned or shall be
paid to ADVISOR by OWNER, and OWNER is and shall be relieved from liability for
the payment of any and all compensation, fees, claims or charges whatsoever. It
is expressly agreed that OWNER shall have the unqualified right, in its sole
and absolute discretion, to refuse to enter into any sales agreement for any
reason whatsoever without incurring any obligation to ADVISOR for the payment
of compensation or otherwise.
2.Indemnity
In the event of a claim against OWNER for compensation, a fee or damages of any
nature or sort whatsoever by any party not a party to this Agreement, which
claim arises out of the acts, failure to act or omissions of ADVISOR, ADVISOR
agrees to indemnify OWNER against any damages and costs, including reasonable
attorneys' fees suffered by OWNER. All the terms and conditions of this
indemnity shall survive the termination of the Agreement.
3.Assignment
It is understood and agreed between the parties hereto that ADVISOR shall not
assign, convey or transfer any interest or obligation under the terms of this
Agreement without the OWNER's prior written consent.
4.Limitation of Liability of Owner
Anything contained in this Agreement to the contrary notwithstanding, ADVISOR
agrees that ADVISOR shall look solely to the interest of OWNER in the Property
or the proceeds thereof for the collection of any judgment requiring the
payment of money by OWNER because of a default or breach by OWNER with respect
to any of the terms, covenants and conditions of this Agreement and that no
other assets of OWNER or its employees, officers, directors, partners,
affiliates, attorneys, successors or assigns shall be subject to levy,
execution or other judicial process for the satisfaction of ADVISOR's claim.