0000950168-95-000708.txt : 19950821 0000950168-95-000708.hdr.sgml : 19950821 ACCESSION NUMBER: 0000950168-95-000708 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES OPPORTUNITY PROPERTIES LTD CENTRAL INDEX KEY: 0000789282 STANDARD INDUSTRIAL CLASSIFICATION: 6500 IRS NUMBER: 954052473 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-16116 FILM NUMBER: 95563423 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P.O. BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 10QSB 1 INSIGNIA AOPL 82119 10QSB FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Quarterly or Transitional Report (As last amended by 34-32231, eff. 6/3/93.) U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT For the transition period.........to......... Commission file number 0-16116 ANGELES OPPORTUNITY PROPERTIES, LTD. (Exact name of small business issuer as specified in its charter) California 95-4052473 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) One Insignia Financial Plaza, P.O. Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (Zip Code) Issuer's telephone number (803) 239-1000 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) ANGELES OPPORTUNITY PROPERTIES, LTD. CONSOLIDATED BALANCE SHEET (Unaudited) June 30, 1995
Assets Cash: Unrestricted $1,056,681 Restricted--tenant security deposits 46,915 Accounts receivable 66,684 Escrow for taxes 105,310 Restricted escrows 255,554 Other assets 216,365 Investment properties: Land $ 955,873 Buildings and related personal property 6,776,049 7,731,922 Less accumulated depreciation (1,229,069) 6,502,853 $8,250,362 Liabilities and Partners' Capital Liabilities Accounts payable $ 35,401 Tenant security deposits 48,986 Accrued taxes 99,261 Other liabilities 100,058 Mortgage notes payable 4,408,665 Partners' (Deficit) Capital General partner $ (68,111) Limited partners (12,425 units issued and outstanding) 3,626,102 3,557,991 $8,250,362
See Accompanying Notes to Consolidated Financial Statements 1 b) ANGELES OPPORTUNITY PROPERTIES, LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, 1995 1994 1995 1994 Revenues: Rental income $528,195 $ 553,636 $1,091,725 $ 1,125,177 Other income 32,397 32,289 66,480 64,111 Total revenues 560,592 585,925 1,158,205 1,189,288 Expenses: Operating 154,173 190,226 323,069 343,718 General and administrative 67,849 106,808 127,901 184,247 Property management fees 27,006 37,612 55,205 65,759 Maintenance 58,581 92,586 106,604 151,855 Depreciation 66,923 82,469 140,802 163,959 Amortization of lease commissions 1,061 2,149 7,374 4,447 Interest 112,092 114,548 223,870 222,781 Property taxes 45,125 52,794 100,304 91,731 Tenant reimbursements (1,513) (9,339) (25,270) (16,265) Total expenses 531,297 669,853 1,059,859 1,212,232 Income (loss) before gain (loss) on sale/disposition of investment property and casualty gain 29,295 (83,928) 98,346 (22,944) Loss on disposal of property -- (5,559) -- (5,559) Gain on sale of property 465,830 -- 957,760 -- Casualty gain 17,456 20,702 Net income (loss) $512,581 $ (89,487) $1,076,808 $ (28,503)
See Accompanying Notes to Consolidated Financial Statements 2 b) ANGELES OPPORTUNITY PROPERTIES, LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (continued) (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, 1995 1994 1995 1994 Net income (loss) allocated to general partner (1%) $ 5,126 $ (895) $ 10,768 $ (285) Net income (loss) allocated to limited partners (99%) 507,455 (88,592) 1,066,040 (28,218) Net income (loss) $512,581 $ (89,487) $1,076,808 $ (28,503) Net income (loss) per limited partnership unit $ 40.84 $ (7.13) $ 85.80 $ (2.27)
See Accompanying Notes to Consolidated Financial Statements 3 c) ANGELES OPPORTUNITY PROPERTIES, LTD. CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT) (Unaudited)
Limited Partnership General Limited Units Partners Partners Total Original capital contributions 12,425 $ 1,000 $12,425,000 $12,426,000 Partners' (deficit) capital at December 31, 1994 12,425 $ (43,879) $ 6,024,997 $ 5,981,118 Distributions to partners -- (35,000) (3,464,935) (3,499,935) Net income for the six months ended June 30, 1995 -- 10,768 1,066,040 1,076,808 Partners' (deficit) capital at June 30, 1995 12,425 $ (68,111) $ 3,626,102 $ 3,557,991
See Accompanying Notes to Consolidated Financial Statements 4 d) ANGELES OPPORTUNITY PROPERTIES, LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended June 30, 1995 1994 Cash flows from operating activities: Net income (loss) $1,076,808 $ (28,503) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation 140,802 163,959 Amortization of discounts, loan costs, and leasing commissions 22,548 11,968 Gain on sale of investment property (957,760) -- Casualty gain (20,702) -- Loss on disposal of property -- 5,559 Change in accounts: Restricted cash 32,454 (18,485) Accounts receivable 154 14,426 Escrows for taxes 108,229 110,450 Other assets (17,523) (10,352) Accounts payable 6,875 (17,322) Tenant security deposit liabilities (3,038) 305 Accrued taxes (88,549) (83,562) Due to affiliates -- 9,364 Other liabilities (40,532) 21,481 Net cash provided by operating activities 259,766 179,288 Cash flows from investing activities: Property improvements and replacements (160,219) (66,264) Proceeds from sale of investment property 3,392,871 -- Deposits to restricted escrows (22,038) (21,492) Withdrawals from restricted escrows 2,051 25,217 Insurance proceeds 41,193 -- Net cash provided by (used in) investing activities 3,253,858 (62,539)
See Accompanying Notes to Consolidated Financial Statements 5 d) ANGELES OPPORTUNITY PROPERTIES, LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (Unaudited)
Six Months Ended June 30, 1995 1994 Cash flows from financing activities: Payments on mortgage notes payable $ (58,536) $ (52,973) Distributions to partners (3,499,935) (54,972) Net cash used in financing activities (3,558,471) (107,945) Net (decrease) increase in cash (44,847) 8,804 Cash at beginning of period 1,101,528 799,634 Cash at end of period $ 1,056,681 $ 808,438 Supplemental disclosure of cash flow information: Cash paid for interest $ 209,698 $ 215,261
See Accompanying Notes to Consolidated Financial Statements 6 e) ANGELES OPPORTUNITY PROPERTIES, LTD. NOTES TO FINANCIAL STATEMENTS (Unaudited) Note A - Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of the General Partner, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended June 30, 1995, are not necessarily indicative of the results that may be expected for the fiscal year ended December 31, 1995. For further information, refer to the financial statements and footnotes thereto included in the Partnership's annual report on Form 10-KSB for the fiscal year ended December 31, 1994. Certain reclassifications have been made to the June 30, 1994 information to conform to the June 30, 1995 presentation. Note B - Note Receivable The Partnership's assets included a note receivable ("Note") of $1,070,000 from Rolling Greens Communities, Ltd. ("Borrower") net of a write-down for in-substance foreclosure, as more fully described below, of $780,000. This Note was collateralized by a first trust deed on undeveloped commercial and mobile home park land adjacent to Rolling Green Communities ("Rolling Greens"), and required interest only payments computed at a 12.5% rate per annum with a maturity date of June 1997. During 1992, a refinancing of the first mortgage on Rolling Greens was consummated. As a concession to the new first mortgage holder, Angeles Corporation ("Angeles"), a former affiliate of the General Partner and/or its affiliates, released or caused to be released a lien on the developed portion of the mobile home park, retaining a lien upon undeveloped commercial and park zoned land as security for the Note. The Partnership was informed and believes that the release of the lien was without consideration to the Partnership. Proceeds from the refinanced first mortgage and an additional $450,000 that the Partnership advanced to the Borrower in 1992 under this Note were used by the Borrower to pay off (i) third trust deed financing that had been provided by Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust, and (ii) unsecured advances payable to Angeles. Subsequent to the refinancing of the first mortgage discussed above, the developed portion of Rolling Greens was sold to a third party and a note receivable was received by the Partnership as consideration. AMIT continues to have loans outstanding to the Partnership that owns the interest in the Borrower. 7 Note B - Note Receivable - (continued) Since the Partnership's Note from the Borrower is secured by land that does not generate any cash flow, the Borrower has been unable to make interest payments on a current basis and consequently defaulted on the Note. The undeveloped land which serves as collateral for the Partnership's Note is adjacent to the mobile home park that was recently sold by the Borrower. Given its lack of direct access to public highways, it was difficult to ascertain a market value for this particular tract. The General Partner believed that the land securing the $1,850,000 Note had an estimated net realizable value of approximately $1,070,000, net of an estimated $80,000 in selling costs, which was lower than the carrying value of the Note, and that the decline in the value of the real estate was other than temporary. Accordingly, the Partnership had recorded the Note as an in-substance foreclosure at the estimated fair value of the underlying collateral and recorded a write-down for in-substance foreclosed property of $650,000 in the fourth quarter of 1992 and an additional $130,000 in the fourth quarter of 1993. Also, the Partnership ceased recording interest income or late fees on this Note due to the low probability that these fees would be collected. During the first quarter of 1993, the Partnership recorded $61,281 in interest and late fees. These amounts were fully reserved in the second quarter of 1993. On April 29, 1994, the Partnership, the Borrower and AMIT entered into an agreement as to the distribution of the sales proceeds generated by the sale of certain real estate owned by the Borrower, as follows: i) $50,000 was retained in an escrow account for the purpose of paying operating and legal expenses of the Borrower, (an additional sum of $22,000 was retained in the escrow account for the purpose of paying 1994 real estate taxes), ii) $125,000 was paid towards the principal balance outstanding to Angeles Acceptance Pool, L.P. ("AAP"), an affiliate of the General Partner, plus unpaid interest accrued of $19,447 on that balance, iii) $561,741 was distributed to the Partnership to be applied towards the reduction of the outstanding balance due by the Borrower to the Partnership, iv) the remaining balance was distributed 57.18% to AMIT and 42.82% to the Partnership. In addition, the Partnership executed and delivered to AMIT an assignment of a 57.18% interest in the Note. On August 29, 1994, the Partnership received $1,061,440 in proceeds as a partial settlement from the above described Note. During the first quarter of 1995, the Partnership initiated foreclosure proceedings under the terms of the Note against the Borrower relating to the raw land which is security for the Note. MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns 1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to receive 1% of the distributions of net cash distributed by AMIT. These Class B Shares also entitle MAE GP to vote on the same basis as Class A Shares which allows MAE GP to vote approximately 33% of the total shares (unless and until converted to Class A Shares at which time the percentage of the vote controlled represented by the shares held by MAE GP would approximate 1% 8 Note B - Note Receivable (continued) of the vote). Between the date of acquisition of these shares (November 24, 1992) and March 31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted its shares at the 1995 annual meeting in connection with the election of trustees and other matters. MAE GP has not exerted and continues to decline to exert any management control over or participate in the management of AMIT. However, MAE GP may choose to vote these shares as it deems appropriate in the future. As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an option to acquire the Class B shares owned by it. This option can be exercised at the end of 10 years or when all loans made by AMIT to partnerships affiliated with MAE GP as of November 9, 1994, (which is the date of execution of a definitive Settlement Agreement) have been paid in full, but in no event prior to November 9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which occurred April 14, 1995, as payment for the option. Upon exercise of the option, AMIT would remit to MAE GP an additional $94,000. Simultaneously with the execution of the option, MAE GP executed an irrevocable proxy in favor of AMIT the result of which is MAE GP will be able to vote the Class B shares on all matters except those involving transactions between AMIT and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an officer or trustee of AMIT. On those matters, MAE GP granted to the AMIT trustees, in their capacity as trustees of AMIT, proxies with regard to the Class B shares in accordance with the vote of the majority of the Class A shares voting to be determined without consideration of the votes of "Excess Class A Shares" as defined in Section 6.13 of the Declaration of Trust of AMIT. Note C - Transactions with Affiliated Parties The Partnership has no employees and is dependent on the General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for payments to affiliates for services and as reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. The following payments were made to the General Partner and affiliates during the six months ended June 30, 1995 and 1994:
1995 1994 Property management fees $55,205 $ 65,759 Reimbursement for services of affiliates 77,385 102,822 Marketing services 238 23
9 Note C - Transactions with Affiliated Parties (continued) The Partnership insures its properties under a master policy through an agency and insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the General Partner who receives payment on these obligations from the agent. The amount of the Partnership's insurance premiums accruing to the benefit of the affiliate of the General Partner by virtue of the agent's obligations is not significant. See Note B for discussion of the transaction with AMIT. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS The Partnership's investment properties consist of two apartment complexes. The following table sets forth the average occupancy of the properties for the six months ended June 30, 1995 and 1994:
Average Occupancy Property 1995 1994 Lake Meadows Apartments Garland, Texas 94% 96% Lakewood Apartments Tomball, Texas 96% 95%
For the three and six months ended June 30, 1995, the Partnership generated net income of $512,581 and $1,076,808, respectively, as compared to a net loss for the three and six months ended June 30, 1994, of $89,487 and $28,503, respectively. The increase in income in 1995 can primarily be attributed to the gain recognized on the sale of Oquendo Warehouse during the first six months of 1995 (See discussion below). Overall, expenses for the three and six months ended June 30, 1995, decreased as compared to the three and six months ended June 30, 1994. The decreases in operating expenses, property management fees, maintenance expense and depreciation expense can all be attributed to the sale of Oquendo Warehouse (See discussion below). Lower corporate unit expense, employee apartments and benefits and utility expenses at Lakewood Apartments also contributed to the decrease in operating expenses for the three and six months ended June 30, 1995, versus the three and six months ended June 30, 1994. General and administrative expenses decreased primarily due to decreased partnership accounting, investor relations, and asset management cost reimbursements. The decrease in maintenance expense can also be attributed to decreases in contract cleaning and landscaping at Lakewood Apartments. Property tax expense increased for the six months ended June 30, 1995, as compared to the six months ended June 30, 1994, due to a tax refund received by Lakewood Apartments during 1994. However, the slight decrease in property tax expense for the second quarter of 1995 as compared to the second quarter of 1994 can also be attributed to the sale of Oquendo Warehouse. Tenant reimbursements increased for the six months ended June 30, 1995 as compared to the six months ended June 30, 1994, due to actual reimbursements for 1994 exceeding estimates. The difference was recorded during the first quarter of 1995. Tenant reimbursements decreased for the second quarter of 1995 versus the second quarter of 1994 due to the sale of Oquendo Warehouse. On January 20, 1995, the Partnership sold one building at Oquendo Warehouse, located at 3550 W. Quail Avenue in Las Vegas, Nevada to the tenant occupying the building, Czarnowski Display Service, Inc. Total consideration was $1,325,000 resulting in a gain on sale of the property of $491,930. On May 5, 1995, the Partnership sold the remaining two buildings at Oquendo Warehouse, located at 3655 W. Quail and 3600 W. Oquendo in Las Vegas, Nevada, to an unrelated third party. Total consideration was $2,250,000 resulting in a gain on the sale of the property of $465,830. Due to the above transactions, a total gain on sale of the property of $957,760 was realized for the six months ended June 30, 1995. The General Partner believed that the sale of the property was in the best interest of the Partnership. 11 On March 27, 1995, Lake Meadows Apartments, one of the Partnership's investment properties, sustained damage to the roofs of the apartment units due to a severe hailstorm. This casualty will be covered by insurance. The roofs were written off as of March 31, 1995, and a receivable was established for the insurance proceeds. Due to the receipt of additional insurance proceeds over the book value of roofs written off a casualty gain of $20,702 was recorded. During the second quarter of 1994, the investment property, Oquendo Warehouses, replaced a roof on one of its buildings. The cost of the new roof was in excess of the book value of the old roof. The write off of the old roof resulted in a $5,559 loss on the disposition of the property. As part of the ongoing business plan of the Partnership, the General Partner monitors the rental market environment of each of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan the General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, due to changing market conditions, which can result in the use of rental concessions and rental reductions to offset softening market conditions, there is no guarantee that the General Partner will be able to sustain such a plan. At June 30, 1995, the Partnership had unrestricted cash of $1,056,681 as compared to $808,438 at June 30, 1994. Net cash provided by operating activities increased primarily due to the increased net income for the six months ended June 30, 1995. Net cash provided by investing activities increased due to the cash proceeds received relating to the sale of Oquendo Warehouse during the first six months of 1995. Also, net cash used in financing activities increased due to the cash distribution to partners during the second quarter of 1995. The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the various properties to adequately maintain the physical assets and other operating needs of the Partnership. Such assets are currently thought to be sufficient for any near-term needs of the Partnership. The mortgage indebtedness of $4,408,665, net of discount, is amortized over 10 years and 37 years with maturity dates of October 2003 and March 2008, at which time the properties will either be refinanced or sold. Total cash distributed was $3,499,935 for the six months ended June 30, 1995, consisting of $3,464,935 to the limited partners and $35,000 to the General Partner. Future cash distributions will depend on the levels of net cash generated from operations, property sales, and the availability of cash reserves. 12 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Registrant is unaware of any pending or outstanding litigation that is not of a routine nature. The General Partner of the Registrant believes that all such pending or outstanding litigation will be resolved without a material adverse effect upon the business, financial condition, or operations of the Partnership. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits - 10.7 Commercial Contract to Buy Real Estate between Angeles Opportunity Properties, Ltd. and Paul Willet, Mark Nagle and Kim Nagle dated August 1, 1994, documenting the sale of Oquendo Warehouse located at 3550 West Quail Avenue. 10.8 Contract of Sale between Angeles Opportunity Properties, Ltd. and Roberts Ranch Venture L.P. dated March 30, 1995, documenting the sale of Oquendo Warehouse located at 3655 West Quail and 3600 West Oquendo. Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report. b) Reports on Form 8-K: A form 8-K dated May 5, 1995 was filed reporting the sale of two buildings at Oquendo Warehouse, located at 3655 W. Quail and 3600 W. Oquendo in Las Vegas, Nevada. 13 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ANGELES OPPORTUNITY PROPERTIES, LTD. By: Angeles Realty Corporation II General Partner By: /s/Carroll D. Vinson Carroll D. Vinson President By: /s/Robert D. Long, Jr. Robert D. Long, Jr. Controller and Principal Accounting Officer Date: August 10, 1995 14 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ANGELES OPPORTUNITY PROPERTIES, LTD. By: Angeles Realty Corporation II General Partner By: Carroll D. Vinson President By: Robert D. Long, Jr. Controller and Principal Accounting Officer Date: August 14, 1995 15 EX-10 2 EXHIBIT 10.7 EXHIBIT "A" THIS IS A LEGAL INSTRUMENT, IF NOT UNDERSTOOD, LEGAL, TAX OR OTHER COUNSEL SHOULD BE CONSULTED BEFORE SIGNING. COMMERCIAL CONTRACT TO BUY REAL ESTATE 1. PARTIES AND PROPERTY. PAUL WILLET, MARK NAGLE and KIM NAGLE and/or Assignee, (hereinafter referred to as "Buyer"), agrees to buy and the undersigned Seller, agrees to sell, on the terms and conditions set forth in this contract, the following described real estate in the County of Clark, State of Nevada, to wit: An approximate 40,000 square foot industrial building situated on approximately 2.28 acres of land located at 3550 W. Quail Avenue, Las Vegas Nevada. Clark County Assessor's parcel number 162-32-101-013 and 162-32-101-014 and identified on the attached Exhibit "A" as parcels 38 and 39. together with all interest of Seller in vacated streets and alleys adjacent thereto, all easements and other appurtenances thereto, all improvements thereon and all attached fixtures thereon, except as herein excluded, and called the Property. 2. INCLUSIONS. The purchase price include the following item (a) if attached to the Property on the date of this contra t: lighting, heating, plumbing, ventilating, and air conditioning fixtures, smoke/fire/burglar alarms, security devices, inside telephone wiring and connecting blocks/jacks, plants, floor coverings, intercom systems, built-in kitchen appliances, and sprinkler systems and controls; and (b) if on the Property whether attached or not on the date of this contract: (1) approximate 10' X 10' paint booth and all related equipment. The aforementioned included items (Inclusions) are to be conveyed to the Buyer by Seller by bill of sale at the closing, free and clear of all taxes, liens and encumbrances, except as provided in section 10. Excluded from the purchase are items that are owned by tenants of the property or any security system that is not owned by the Seller. 3. PURCHASE PRICE AND TERMS. The purchase price shall be One Million, Three Hundred Twenty Five Thousand Dollars ($1,325,000.000) payable in U.S. dollars by Buyer as follows: (a) Earnest Money. $20,000.00 in the form a personal check, as earnest money deposit and part payment of the purchase price, payable to and held by The Realty Group Commercial (hereinafter referred to as "Broker"), on behalf of both Seller and Buyer. Broker is authorized to deliver the earnest money to Lawyers Title Company of Nevada (the "Escrow Agent"), upon acceptance of this contract. (b) New Loans. Buyer to obtain a new loan. Loan discount points, if any, shall be paid by the Buyer. If an appraisal is required, the cost of any appraisal for loan purpose shall be paid by the Buyer upon loan application as required by lender. Buyer shall order said appraisal within twenty (20) days of the Effective Date. Should the resulting appraised value be an amount that is less than the purchase price, Buyer shall have the right to cancel this contract under the terms of Section 24, provided, however, that the contract may be terminated for this reason only during the first Ninety (90) days after the Effective Date. Seller agrees to satisfy any and all appraisal conditions contained therein, up to a total cost not to exceed $5,000.00. 4. FINANCING CONDITIONS AND OBLIGATIONS. (a) Loan Application. Buyer is to pay a part of the purchase price as set forth in Section 3 by obtaining a new loan. Buyer, if required by such lender, shall make written application within ten (10) calendar days from the Effective Date. Buyer shall deliver to Seller, a letter from the lender confirming said application within Fifteen (15) days after the Effective Date. Buyer shall cooperate with Seller and lender to obtain loan approval, diligently and timely purse same in good faith, execute all documents and furnish all information an documents required by the lender, and , subject to Section 3, timely pay the costs of obtaining such loan or lender consent. (b) Loan Approval. This contract is conditional upon lender's approval of the new loan on or before 120 days from the Effective Date. If not so approved by said date, this contract shall terminate in accordance with Section 24. If the loan is so approved, but such proceeds are not available to purchaser as required in Section 5 (Good Funds) at the time of closing, closing shall be extended one time for 30 calendars days. If sufficient funds are not then available, this contract shall terminate in accordance with Section 24. 5 . GOOD FUNDS. All payments required at closing shall be made in funds which comply with all applicable Nevada laws. 6. NOT ASSIGNABLE. This contract shall not be assignable by Buyer without Sellers prior written consent. Except as so restricted, this contract shall i n u r e to the benefit of and be binding upon the heirs, personal representatives, successors and assigns of the parties. 7 . EVIDENCE OF TITLE. Seller shall furnish to Buyer, at Seller's expense, a Commercial Extended ALTA owner's Title Insurance Policy in an amount equal to the purchase price on or before close of Escrow. Seller will have the title insurance policy delivered to Buyer as soon as practicable after closing and pay the premium at closing with such endorsements that Buyer may assign. Seller shall pay up to $3,500.00 for said Title Policy and Buyer shall pay any additional cost. 8. TITLE. (a) Title Review. Buyer shall have the right to inspect the Preliminary Title Commitment (the "Commitment"). Written notice by purchaser of unmerchantability of title or of any other unsatisfactory title condition shown by the Commitment shall be signed by or on behalf of Buyer and given to Seller or Escrow Agent on or before Twenty (20) calendar days after Document(s) or Endorsement(s) adding new Exception(s) to the Commitment together with a copy of the Title Document adding new Exception(s) to title. If Seller or Escrow Agent does not receive Buyer's notice by the date(s) specified above, Buyer shall be deemed to have accepted the condition of title as disclosed by the Commitment as satisfactory. (b) Matters Not Shown by the Public Records. Within twenty (20) days after the Effective Date, Seller shall deliver to Buyer or Escrow Agent, true copies of all lease(s), environmental report(s), soils report(s) or survey(s) in Seller's possession pertaining to the Property and shall disclose to Buyer all easements, liens or other title matters not shown by the public records of which Seller has actual knowledge. Buyer shall have the right to inspect the Property to determine if any third party(s) has any right in the Property not shown by the public records (such as an unrecorded easement, unrecorded lease, or boundary line discrepancy). Written notice of any unsatisfactory condition(s) disclosed by Seller or revealed by such inspection shall be signed by or on behalf of Buyer and given to Seller or Escrow Agent on or before Fifteen (15) days after Buyer's receipt of said documents. If Seller or Escrow Agent does not receive Buyer's notice by said date, Buyer shall be deemed to have accepted title subject to such rights, if any, of third parties of which Buyer has actual knowledge. (c) Right to Cure. If Seller or Escrow Agent receives notice of unmerchantability of title or any other unsatisfactory title condition(s) as provided in Subsection (a) or (b) above, Seller shall use reasonable effort to correct said unsatisfactory title condition(s) prior to the date of closing. If Seller fails to correct said unsatisfactory title condition(s) on or before the date of closing, this contract shall then terminate, subject to Section 17; provided, however, Buyer may, by written notice received by Seller or Escrow Agent on or before closing, waive objection to said unsatisfactory title condition(s). 9. DATE OF CLOSING. The date and time of closing shall be on or before 120 days from the Effective Date, or by mutual agreement at an earlier date. The place of closing shall be Lawyer's Title Company of Nevada, 6655 W. Sahara Avenue, Suite E-102, Las Vegas, Nevada 89102. The date of closing may be extended in accordance with Section 4.B. 10. TRANSFER OF TITLE. Subject to tender or payment on closing as required herein and compliance by Buyer with the other terms and provisions hereof, Seller shall execute and deliver a good and sufficient Grant, Bargain and Sale Deed to Buyer, on closing, conveying the Property free and clear of all taxes except the general taxes for the year of closing, and except; free and clear of all liens for special improvements installed as of the date of Buyer's signature hereon, whether assessed or not; except distribution utility easements, including cable TV; except those matters reflected by the Title documents accepted by Buyer in accordance with Subsection 8(a); and subject to building and zoning regulations. The form of the Grant, Bargain and Sale Deed is attached as Exhibit "B". 11. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before the time of settlement from the proceeds of this transaction or from any other source. 12. CLOSING COSTS, DOCUMENTS AND SERVICES. Buyer and Seller shall pay their respective closing costs at closing as customary in the State of Nevada, except as provided herein. Buyer and Seller shall sign and complete all customary or required documents at or before closing. The escrow fee is to be split 50/50, Seller is to pay transfer taxes, recording fees and for document preparation by the closing agent. An estimate of Seller's closing costs indicating the types of costs to be paid by Seller is attached as Exhibit "C". Each party to pay their own attorney fees. 13. PRORATIONS. General taxes for the year of closing based on the most recent levy and the most recent assessment, rents, water and sewer charges, owner's association dues, tenant deposits, and interest on continuing loan(s), if any, and existing insurance policies (if assumed by Buyer) shall be prorated to date of closing. Any sales, use and transfer tax that may accrue because of this transaction shall be paid by Seller. 14. POSSESSION. Possession of the Property shall be delivered to Buyer as follows: at close of escrow subject to the following lease(s) or tenancy(s): any remaining lease space not currently occupied by Buyer. 15. CONDITION OF AND DAMAGE TO PROPERTY. The Property and Inclusions shall be conveyed in their present condition ordinary wear and tear excepted. In the event the Property shall be damaged by fire or other casualty prior to time of closing, in an amount of not more than ten (10) percent of the total purchase price, Seller shall be obligated to repair the same before the date of closing. In the event such damage is not repaired within said time or if the damages exceed such sum, this contract may be terminated at the option of the Buyer. Should Buyer elect to carry out this contract despite such damage, Buyer shall be entitled to credit for all the insurance proceeds resulting from such damage to the Property and Inclusions, not exceeding, however the total purchase price. Should any Inclusion(s) or service(s) fail or be damaged between the date of this contract and the date of closing or the date of possession, whichever shall be earlier, then Seller shall be liable for the repair or replacement of such Inclusion(s) or service(s) with a unit of similar size, and quality, or an equivalent credit, less any insurance proceeds received by Buyer covering such repair or replacement. 16. SELLER'S WARRANTIES. Seller represents and warrants, to the best of its knowledge, that as of the Closing Date (and said representations and warranties shall be true as of the closing): (a) There are no recorded or unrecorded leases (other than those currently in effect), encumbrances, easements, claims of easements or prescriptive rights upon or concerning or claims of adverse possession against the property or any part hereof other than those disclosed under Section 8(a) or 8(b). (b) There are no litigation, arbitration or administrative proceedings pending or threatened against the property, or pending or threatened against Seller which might have the effect of impairing the use of the property. (c) Seller has no actual knowledge of any leaks of petroleum products or hazardous materials from any storage facilities on to the property or of any petroleum product or hazardous material storage facilities that may have been located on the property. Seller has no basis to believe, as it may affect the property, that noncompliance exists with respect to the applicable laws (a) regarding storage or disposal of hazardous materials; or (b) any contamination. 17. TIME OF ESSENCE/REMEDIES. Time is of the essence hereof. If any note or check received as earnest money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any other obligation hereunder is not performed or waived as herein provided, there shall be the following remedies: (a) If Buyer is in Default: All Payments and things of value received hereunder shall be forfeited by the Buyer and retained on behalf of Seller, and both parties shall thereafter be released from all obligations hereunder. It is agreed that such payments and things of value are LIQUIDATED DAMAGES and (except as provided in Subsection (c) are SELLER'S SOLE AND ONLY REMEDY for Buyer's failure to perform the obligation of this contract. Seller expressly waives the remedies of specific performance and additional damages. (b) If Seller is in Default: Buyer may elect to treat this contract as canceled, in which case all payments and things of value received hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this contract as being in full force and effect and Buyers shall have the right to specific performance, but not to damages. (c) Costs and Expenses. Anything to the contrary herein notwithstanding, in the event of any litigation or arbitration arising out of this contract, the court shall award to the prevailing party all reasonable costs and expense, including attorney fees. 18. EARNEST MONEY DISPUTE. Notwithstanding any termination of this contract, Buyer and Seller agree that, in the event of any controversy regarding the earnest money and things of value held by Broker or Escrow Agent, unless mutual written instructions are received by the holder of the earnest money and things of value, Broker or Escrow Agent shall not be required to take any action but may await any proceedings, or at broker's or escrow agent's option and sole discretion, may interplead all parties and deposit any money or things of value into a court of competent jurisdiction and shall recover court costs and reasonable attorney fees. 19. INSPECTION. Buyer shall sixty (60) days after the Effective Date during which to inspect the property (the "Inspection Period"). During the Inspection Period, Buyer or any designee of Buyer, shall have the right to have inspection(s) of the physical condition of the property and Inclusions, at Buyer's expense. If a written notice of any unsatisfactory condition, signed by Buyer, is not received by Seller or Escrow Agent on or before the end of Inspection Period, then the physical condition of the property and Inclusions shall be deemed to be satisfactory to Buyer. However, at any time during the Inspection Period, Buyer may terminate this contract by giving written notice to the Seller and Escrow Agent. In this event, the terms of Section 24 shall apply. Buyer is responsible and shall pay for any damage which occurs to the Property and Inclusions as a result of such inspection. Buyer indemnifies Seller against any claims made by persons inspecting the property on behalf of Buyer. 20. COMMISSIONS. Buyer has retained the service of The Realty Group Commercial as broker (hereinafter referred to as "Broker"). Buyer agrees to be solely responsible for the payment of commission to the Broker. Buyer and Seller represent and warrant to the other that they have not employed or dealt with any other Broker, Agent or any other party which may be entitled to receive a commission in connection with this sale, and Buyer and Seller, as the case may be, each shall indemnify the other against claims, demands, damages or expenses arising out of or in connection with a claim by any Broker or Agent employed or dealt with by the indemnifying party. 21. AGENCY DISCLOSURE. The Broker, and its sales agents represent the Buyer. The Broker owes duties of trust, loyalty, and confidence to Buyer only. While the Broker has a duty to treat Seller honestly, the Broker is Buyer's agent and is acting on behalf of Buyer and not Seller. BY SIGNING BELOW, SELLER ACKNOWLEDGES PRIOR TIMELY NOTICE BY BROKER THAT BROKER IS BUYER'S AGENT. Agency disclosure form is attached as Exhibit "D". 22. ADDITIONAL PROVISIONS. Within 10 calendar days, after acceptance of this contract, Seller shall furnish all leases and tenancies to Buyer, and Seller shall use its best efforts to obtain and deliver, within 20 calendar days, after acceptance of this contract, a "TENANT ESTOPPEL CERTIFICATE" (in a format as attached hereto as Exhibit "E") to Buyer, for any tenants other than Czarnowski Exhibit Services. Seller shall provide Buyer with a Phase I Environmental Report at Seller's expense (the "Phase I Study"). Said study is to be performed by a licensed environmental engineer. Upon receipt of the completed study, Buyer shall have Fifteen (15) days (the "Review Period") to review the findings set forth in the Phase I Study to determine that the property is not in violation of any local, state and/or federal environmental requirements and is in satisfactory condition for the Buyer's requirements. Should Buyer determine in its sole reasonable judgement that the Phase I Study is unacceptable, Buyer may terminate this contract at any time during the Review Period by notifying Seller and Escrow Agent and in this event, the terms of Section 24 shall apply. Should Seller and Escrow Agent not be so notified, then Buyer shall be deemed to have accepted said Phase I Study. The parties expressly agree that Seller shall have no liability for any omissions or inaccuracies that may be contained in any environmental report, survey or any other report that was prepared by a third party and furnished by Seller to Buyer, even if said report or survey was paid for by Seller, Seller's agents, predecessors or related entities. 23. RECOMMENDATION OF LEGAL COUNSEL. By signing this document, Buyer and Seller acknowledge that the Broker has recommended that Buyer and Seller obtain the advice of their own Legal counsel regarding examination of title and this contract. 24. TERMINATION. In the event this contract is terminated, all payments and things of value received shall be returned and the parties shall be relieved of all obligations hereunder, subject to Section 17. 25. COUNTERPARTS. A copy of this document may be executed by each party, separately, and when each party executed a copy thereof, such copies taken together shall be deemed to be a full and complete contract between the parties. 26. EFFECTIVE DATE. This document shall become a contract between Seller and Buyer and the Effective Date of the Contract shall be the date upon which the Escrow Agent receives and signs an original copy of the Contract that has been fully executed by the Buyer, Seller and The Realty Group Commercial. 27. SALE AS IS, WHERE IS. The Seller is selling and the Buyer is buying the Property "As is, where is" with all defects and defaults, except as otherwise noted herein. 28. NOTICES. Any notice allowed or required by this contract shall be in writing and addressed to Buyer and Seller at eh following addresses and either sent by (i) hand delivery, receipt confirmed, (ii) Federal Express Priority Overnight Deliver, receipt confirmed, or (iii) by telecopier, receipt confirmed. AS TO BUYER: Czarnowski Exhibit Services 2287 S. Blue Island Avenue Chicago, IL 60608 Attn: Mark Nagle Telephone: (312) 247-1500 Telecopier: (312) 247-3790 With a Copy To: The Realty Group Commercial 5435 W. Sahara Ave., Suite B Las Vegas, NV 89102 Attn: Myla Gardiner Telephone: (702) 251-8080 Telecopier: (702) 251-8842 AS TO SELLER: Angeles Opportunity Properties, LTD. c/o Insignia Financial Group One Insignia Financial Plaza Greenville, SC 29601 Attn: Bruce Stillwagon Telephone: (803) 239-1078 Telecopier: (803) 239-1066 With a Copy To: David Huddleston c/o Insignia Mortgage 102 Woodmont Blvd., Suite 400 Nashville, TN 37025 Telephone: (615) 783-1032 Telecopier: (615) 783-1016 The addresses of Buyer and Seller and the party, if any, to whose attention a notice or copy of same shall be directed may be changed or added form time to time by either party giving notice to the other in the prescribed manner. Any notice shall be deemed to have been given or served when received or if the party to whom such notice is directed refuses such notice, then when refused. By signing below, the signatories warrant that they have the authority to enter into this agreement. Buyer: By: /s/ Paul Willet 8/1/94 Paul Willet Date /s/ Mark Nagle 8/1/94 Mark Nagle Date /s/ Kim Nagle 8/1/94 Kim Nagle Date SELLER: Angeles Opportunity Properties, LTD. DBA Oquendo Warehouse By: _______________________________ ____________ Date By: ______________________________ The undersigned Broker confirms the respective agency disclosure as set forth in Section 21. Selling Broker By:_________________________________ Selling Company Escrow Agent THE REALTY GROUP COMMERCIAL LAWYER'S TITLE OF NEVADA by: /s/ Myla Gardiner by: ____________________ Its: Authorized Broker Its: ____________________ Date: July 29, 1994 Date: EX-10 3 EXHIBIT 10.8 CONTRACT OF SALE THIS CONTRACT OF SALE (this "Contract") is made and entered into by and between Angeles Opportunity Properties Ltd., dba Oquendo Warehouses, a California limited partnership ("Seller"), and Roberts Ranch Venture L.P., a California limited partnership ("Purchaser"). ARTICLE I. SALE OF THE PROPERTY 1.1 Property. For the consideration and upon and subject to the terms, provisions and conditions of this Contract, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, Seller s respective rights, titles and interests in and to all of the following described property (collectively, the "Property"): (a) All of Seller's rights, titles and interests in and to that certain tract or parcel of land (the "Land") and buildings located at 3655 W. Quail and 3600 W. Oquendo, Las Vegas, Nevada, and more particularly described on Exhibit A attached hereto and made a part hereof for all purposes, together will all improvements, structures and fixtures, if any, located on the Land (the "Improvements"), and all rights, titles and interests of Seller appurtenant to the Land and Improvements, including, without limitation, appurtenant easements, adjacent roads, highways and rights-of-way; (b) All tangible personal property of any kind (the "Personalty") owned by Seller and attached to or located on the Land or Improvements; (c) All of Seller's rights, titles and interests under any leases or other agreements demising space in or providing for the use or occupancy of the Improvements or Land (the "Tenant Leases"), and, to the extent actually received and held by Seller, all unapplied deposits, whether security or otherwise ("Deposits"), paid by tenants "Tenants") holding under the Tenant Leases; (d) All of Seller's rights, titles and interests in and to all service contracts, warranties, guaranties and bonds in effect at Closing relating to the Land, the Improvements or the Personalty, to the extent the same are assignable (the "Contracts"); and (e) All other rights, privileges and appurtenances owned by Seller and in any way relating to the above-described properties. ARTICLE II. PURCHASE PRICE 2.1 Purchase Price. The total Purchase Price (herein so called) to be paid by Purchaser to Seller for the Property is Two Million Two Hundred Fifty Thousand Dollars ($2,250,000)payable in cash or Current Funds (hereinafter defined) at the Closing (hereinafter defined). 1 ARTICLE III. EARNEST MONEY DEPOSIT 3.1 Amount and Timing. Within one (1) business day after the Effective Date (hereinafter defined), Purchaser shall deliver to First American Title Insurance Company, located at 3760 Pecos Mcleod, Suite 7, Las Vegas, NV 89121 , Attention: Lynn Donner (the "Title Company"), Ten Thousand and NO/100 Dollars ($10,000) (the "Earnest Money Deposit") in cash or Current Funds (hereinafter defined), to be held by the Title Company in escrow to be applied or disposed of by the Title Company as is provided in this Contract. In the event Purchaser fails to deposit the Earnest Money Deposit with the Title Company as herein provided, this Agreement shall automatically terminate, and neither Seller nor Purchaser shall have any further obligations hereunder except that the provisions of Sections 4.2, 5.1 and 11.1 and Article VI of this Contract shall survive the termination of this Contract. As used in this Contract, the term "Current Funds" shall mean wire transfers, certified funds or a cashier's check in a form acceptable to the Title Company which would permit the Title Company to immediately disburse such funds. 3.2 Application and Interest. If the purchase and sale hereunder is consummated, then the Earnest Money Deposit shall be applied to the Purchase Price at Closing. In all other events, the Earnest Money Deposit shall be disposed of by the Title Company as provided in this Contract. The Earnest Money Deposit shall be invested in an interest-bearing account with a financial institution and in a manner reasonably acceptable to Seller and Purchaser. All interest earned on the Earnest Money Deposit is part of the Earnest Money Deposit, to be applied or disposed of in the same manner as the Earnest Money Deposit under this Contract. ARTICLE IV. TITLE AND SURVEY 4.1 Title Commitment. Within fifteen (15) days after the Effective Date, Seller shall cause to be furnished to Purchaser, (with the cost and expense to be paid equally by Seller and Purchaser), a current ALTA Commitment for Title Insurance (the "Title Commitment") issued by the Title Company. The Title Commitment shall set forth the state of title to the Property, including a list of conditions or exceptions to title affecting the Property that would appear in an Owner's Policy of Title Insurance, if one were issued. The Title Commitment shall contain the expressed commitment of the Title Company to issue the Title Policy (hereinafter defined) to Purchaser in the amount of the Purchase Price, insuring the title to the Property specified in the Title Commitment. At such time as the Title Commitment is furnished to Purchaser, the Title Company shall also furnish to Purchaser copies of instruments or documents (the "Exception Documents") that create or evidence conditions or exceptions to title affecting the Property, as described in the Title Commitment. 4.2 Survey. Seller is not in possession of a survey. If Purchaser requires a survey, Purchaser shall pay for the cost of the survey. 4.3 Review of Title and Survey. Purchaser shall have until the end of the 2 Inspection Period (hereinafter defined) in which to notify Seller in writing of any objections Purchaser has to any matters shown or referred to in the Title Commitment, the Exception Documents or on the Survey. Any title encumbrances, exceptions or other matters which are set forth in he Title Commitment, the Exception Documents or on the Survey, and to which Purchaser does not object within the Inspection Period, shall be deemed to be permitted exceptions to the status of Seller's title (the "Permitted Exceptions"). Notwithstanding the foregoing, all mortgages, deeds of trust and other monetary liens along with delinquent and past due taxes and assessments shall be paid by Seller prior to or at the close of escrow. 4.4 Objections to Status of Title and Survey. If Purchaser objects to any item shown or referred to in the Title Commitment, Exception Documents or Survey within the Inspection Period, Seller shall be given a fifteen (15) day period (the "Cure Period") to cure, at Seller's option and sole discretion, but without any obligation to do so, any objection to the condition of title raised by Purchaser, provided, that if the Closing Date is scheduled to occur prior to the end of such Cure Period, then the Closing Date may be extended, at Seller's option, to the end of the Cure Period. If Seller is either unable to cure such objections within the Cure Period, or chooses not to do so, Purchaser may, at its option exercisable within five (5) days following the earlier of (I) the date of receipt by Purchaser of written notice from Seller stating that Seller is unable or unwilling or cure such objections, or (ii) the expiration of the Cure Period, either (x) accept such title as Seller can deliver, in which case all exceptions to title set forth in the Title Commitment, Exception Documents and Survey which are not removed shall be deemed to be Permitted Exceptions, or (y) terminate this Contract by notice in writing to Seller in which event the Title Company shall return the Earnest Money Deposit to Purchaser and neither party shall have any further rights, duties or obligations hereunder, except as otherwise provided in Sections 4.2, 5.1 and 11.1 hereof, provided, that if the Closing is scheduled to occur prior to the end of such 5 day period, then the Closing Date may be extended, at Purchaser's option, to the end of such 5 day period. In the event Purchaser fails to notify Seller, within such five (5) day period, that Purchaser has elected to proceed under either subpart (x) or (y) of the immediately preceding sentence, Purchaser shall be deemed to have elected to proceed under subpart (y), and this Contract shall terminate. 4.5 Other Permitted Exceptions. The Permitted Exceptions shall include those matters shown in the Commitment and Survey which become Permitted Exceptions pursuant to sections 4.3 and 4.4 above and, in addition, the following: (a) the Tenant Leases; (b) taxes and assessments for the year in which Closing occurs and subsequent years; (c) liens and encumbrances arising after the date hereof to which Purchaser consents in writing; and (d) any liens or encumbrances of a definite or ascertainable amount, provided that Seller causes such liens or encumbrances to be paid at or prior to the close of escrow such that same do not appear as an exception in the owner policy of title insurance issued to Purchaser pursuant to the Commitment. ARTICLE V. INSPECTION BY PURCHASER 5.1 Inspection Period. Purchaser shall have a period of time commencing on the Effective Date and expiring at 5:00 p.m. Las Vegas, Nevada time, on April 13, 1995 (the "Inspection Period" ) within to examine the Property and to conduct its feasibility study thereof. The Inspection Period shall be inclusive of the Effective Date. Seller agrees to allow Purchaser and 3 Purchaser's agents access to the Property during normal business hours upon 24 hours prior written notice to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser s intended use. Notwithstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof, Purchaser shall not interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller copies of all tests, reports and inspections conducted by Purchaser with respect to the Property, (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all actions and implement all protections necessary to ensure that all actions taken in connections with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller or Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers. Purchaser shall indemnify, defend and hold harmless Seller from and against any claims, liabilities, causes of action, damages, liens, losses and expenses (including, without limitation, attorneys fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract. 5.2 Approval of Inspections. If Purchaser determines at any time prior to the expiration of the Inspection Period, that the Property is not satisfactory to Purchaser, then Purchaser may terminate this Contract by delivery of written notice to Seller within such Inspection Period given in accordance with the provisions of Section 13.1 hereof, in which event the Title Company shall return the Earnest Money Deposit to Purchaser and neither party shall have any further rights or liabilities hereunder, except as provided in Sections 4.2, 5.1 and 11.1 thereof. If Purchaser does not timely deliver to Seller written notice of termination within such Inspection Period, the conditions of this Section 5.2 shall be deemed satisfied, and Purchaser may not thereafter terminate this Contract pursuant to this Section 5.2 5.3 Matters to be Delivered by Seller. No later than ten (10) days from the Effective Date, Seller shall deliver to Purchaser the following items (collectively, the "Submission Matters"): (a) A current rent roll and delinquency report for the Property; (b) A copy of the Leases with respect to the Property, including any 4 and all modifications, amendments or supplements thereto; (c) A current certified inventory of all Personalty owned by Seller and located on, related to, or used in connection with the Property; (d) Copies of any and all service, maintenance, management or other contracts in Seller's possession relating to the ownership and operation of the Property; (e) Complete copies of any and all warranties and guaranties in Seller s possession relating to the Property, or any part thereof, or to the Personalty owned by Seller and located on, attached to, or used in connection with the Property; (f) An income and expense statement with respect to the Property, accurately reflecting the operating history of the Property after January 1, 1993; (g) Copies of all plans and specifications in Seller's possession with respect to the Property and copies of all licenses and permits in Seller's possession with respect to the ownership and operation of the Property, including building permits and certificates of occupancy; (h) A certificate of fire, hazard, extended coverage, liability and other insurance policies held by Seller with respect to the Property; (i) Copies of the most recent real estate and personal property tax statements received by Seller with respect to the Property: and (j) Common Area Maintenance (CAM) statement and back-up calculations and work papers for 1994. 5.4 Estoppel Certificates. Seller shall deliver to Purchaser within thirty (30) days after the Effective Date estoppel certificates addressed to Purchaser in substantially the form of Exhibit F attached hereto and made a part hereof for all purposes (the "Estoppel Certificates") from each Tenant under a Tenant Lease covering more than 5,000 square feet of rentable space in the Improvements (the "Major Tenants"), and Seller shall use reasonable efforts to obtain additional Estoppel Certificates from each Tenant which is not a Major Tenant. In the event Seller is unable to obtain Estoppel Certificates from the Major Tenants, Seller, at Seller's option, may, in lieu thereof, furnish Purchaser with an Estoppel Certificate executed by Seller with respect to each Major Tenant from which an Estoppel Certificate has not been obtained certifying, to Seller's current actual knowledge, the matters set forth in the form of Estoppel Certificate set forth on Exhibit F. The representations contained in any such Estoppel Certificate supplied by Seller shall survive the Closing for a period of six (6) months or until the termination or expiration of the applicable Tenant Lease, whichever occurs first. In the event Seller both (I) is unable to obtain Estoppel Certificates from the Major Tenants and (ii) fails to furnish an Estoppel Certificate executed by Seller in lieu of the Estoppel Certificates from the Major Tenants which have not delivered Estoppel Certificates, then Purchaser may terminate this Contract and the Earnest Money Deposit shall thereupon be returned to Purchaser as its sole remedy; provided, however, that neither the failure to obtain such Estoppel Certificates from any Tenants other than the Major Tenants nor any non-material exceptions, qualifications or modifications of any Estoppel Certificate delivered by any of the Tenants or by Seller, as herein permitted, shall permit Purchaser to terminate this Contract. In the event that Purchaser so terminates this Contract, the provisions of Sections 4.2, 5.1 and 11.1 and Article VI hereof shall survive the termination of the Contract. All references in this Contract or in any Estoppel Certificate delivered by Seller to the "current actual knowledge" of Seller shall refer only to the then current actual knowledge of the Designated Representative (as hereinafter defined) of Seller and shall not be construed to refer to the knowledge of any other representative, partner, officer, agent or employee of Seller or any affiliate of Seller or to impose upon such Designated Representative any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the terms "Designated Employee" shall refer to Teresa Romero. 5 ARTICLE VI. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS AND WAIVERS 6.1 Representations and Warranties of Purchaser. Purchaser and each of the persons executing this Contract on its behalf represents and warrants to Seller as of the date hereof and as of the Closing Date as follows (which representations and warranties shall survive the Closing): (I) Purchaser is duly organized and existing as a limited partnership formed under the laws of California; (ii) Purchaser is qualified and authorized to do business in the State of Nevada, (iii) Purchaser has full right and authority to enter into this Contract and to consummate the transactions contemplated herein; (iv) each of the persons executing this Contract on behalf of Purchaser is authorized to do so; and (v) this Contract constitutes a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms. 6.2 NO REPRESENTATIONS OR WARRANTIES OF SELLER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, AND SELLER HEREBY SPECIFICALLY DISCLAIMS, ANY WARRANTY, GUARANTY OR REPRESENTATIONS, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING, (a) THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, AND THE SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO CONDUCT THEREON; (b) THE EXISTENCE, NATURE AND EXTENT OF ANY RIGHT-OF-WAY, LEASE, RIGHT TO POSSESSION OR USE, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR OTHER MATTER AFFECTING TITLE TO THE PROPERTY; OR (c) WHETHER THE USE OR OPERATION OF THE PROPERTY COMPLIES WITH ANY AND ALL LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER REGULATORY BODY. PURCHASER AGREES TO ACCEPT THE PROPERTY AND ACKNOWLEDGES THAT THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE BY SELLER, ON AN "AS IS, WHERE IS, AND WITH ALL FAULTS" BASIS. PURCHASER EXPRESSLY ACKNOWLEDGES THAT EXCEPT AS OTHERWISE EXPRESSLY SPECIFIED HEREIN AND EXCEPT FOR ANY WARRANTY OF TITLE CONTAINED IN THE GRANT, BARGAIN AND SALE DEED TO BE DELIVERED BY SELLER TO PURCHASER AT CLOSING, SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN SELLER S WARRANTY OF TITLE TO BE SET FORTH IN THE GRANT, BARGAIN AND SALE DEED), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PREMISES WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION (INCLUDING, WITHOUT LIMITATION, THE SUBMISSION MATTERS) PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. FURTHER, AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS CONTRACT, SELLER HAS MADE AND MAKES NO REPRESENTATION, WARRANTY OR GUARANTY, AND HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE PRESENCE OR DISPOSAL ON OR BENEATH THE PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS SUBSTANCES OR MATERIALS WHICH ARE CATEGORIZED AS HAZARDOUS OR TOXIC UNDER ANY LOCAL, STATE OR FEDERAL LAW, STATUTE, ORDINANCE, RULE OR REGULATION PERTAINING TO ENVIRONMENTAL OR SUBSTANCE REGULATION, CONTAMINATION, CLEANUP OR DISCLOSURE (INCLUDING, 6 WITHOUT LIMITATION, ASBESTOS) AND SHALL HAVE NO LIABILITY TO PURCHASER THEREFOR, BY ACCEPTANCE OF THIS CONTRACT AND THE GRANT BARGAIN AND SALE DEED TO BE DELIVERED BY SELLER AT THE CLOSING, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF THE PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) WILL BE ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE OR DISPOSAL ON OR BENEATH THE PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS SUBSTANCES OR MATERIALS, AND PURCHASER ACCEPTS THE RISK OF THE PRESENCE OR DISPOSAL OF ANY SUCH SUBSTANCE OR MATERIALS. PURCHASER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, PURCHASER SHALL NOT HAVE ANY CLAIM (AND PURCHASER HEREBY WAIVES ANY CLAIM WHICH MAY EXIST) AGAINST SELLER WITH RESPECT TO THE COST OF SUCH CLEAN UP, REMOVAL OR REMEDIATION. PURCHASER, AND ANYONE CLAIMING, BY, THROUGH OR UNDER PURCHASER, HEREBY FULLY RELEASES, AND DISCHARGES SELLER, ITS EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, REPRESENTATIVES AND AGENTS, AND THEIR RESPECTIVE PERSONAL REPRESENTATIVES, HEIRS, SUCCESSORS AND ASSIGNS FROM ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM OR RELATED TO ANY CONSTRUCTION DEFECTS, ERRORS, OMISSION, OR OTHER CONDITIONS AFFECTING THE PROPERTY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS, INCLUDING, BUT NOT LIMITED TO, THOSE RELATING TO UNKNOWN AND SUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION. THIS COVENANT RELEASING SELLER SHALL BE BINDING UPON PURCHASER, ITS PERSONAL REPRESENTATIVES, HEIRS, SUCCESSORS AND ASSIGNS. THIS WAIVER AND RELEASE OF CLAIMS SHALL SURVIVE THE CLOSING. 6.3 Representations and Warranties of Seller: Notwithstanding Section 6.2 above, Seller does represent and warrant to Purchaser as of the date hereof and as of the Closing Date as follows (which representations and warranties shall survive the Closing for a period of one (1) year): (i) Seller is a duly organized and existing limited partnership formed under the laws of California; (ii) Seller is qualified and authorized to do business in the State of Nevada; (iii) Seller has full right and authority to enter into this Contract and to consummate the transactions contemplated herein; (iv) Each of the persons executing this Contract on behalf of the Seller is authorized to do so; and (v) This Contract constitutes a valid and legally binding obligation of Seller, enforceable in accordance with its terms. In addition, Seller represents and warrants to Purchaser as to the "current actual knowledge" of Seller as of the date hereof and as of the Closing Date as follows (which representations and warranties shall survive the Closing for a period of one (1) year): (vi) The Submission Matters delivered to Purchaser are true and correct copies of the originals, or copies, in Seller's possession; (vii) Seller has not received nor is aware of any notification from the Department of Building and Safety, Health Department or other City, County or State authority having jurisdiction requiring any work to be done on or affecting the Property; 7 (viii) Seller has received no notice of any lawsuit or governmental proceedings in eminent domain or otherwise which would affect the Property. (ix) Seller has delivered to Purchaser copies of all environmental studies and reports with respect to the Property and the adjacent property (commonly known as the LaSalle Warehouse and located at 3555 West Quail Avenue) which Seller has in its possession including the Phase I Environmental Site Assessment for those certain Three Warehouses located at 3555 and 3655 West Quail Avenue and 3600 West Oquendo Road in Las Vegas, Nevada, dated October 5, 1994, IVI Project No. E409091, the Leach Field Assessment Report for the properties located at 3655 West Quail Road and 3600 West Oquendo Road in Las Vegas, Nevada, prepared by Terracon Consultants Western, Inc., dated February 24, 1995, Project No. 64957017, and the Phase II Subsurface Environmental Assessment Report for the property located at 3555 West Quail Road, Las Vegas, Nevada, prepared by Terracon Consultants Western Inc., dated March 3, 1995, Project. No. 64957018. To Seller's current actual knowledge, except as set forth in such environmental reports and studies, there are no material environmental problems with respect to the Property; provided, however, that Purchaser acknowledges that Seller has no expertise with respect to environmental matters and that Seller makes no representations or warranties with respect to any related problems which may have arisen or may arise as a result of the matters set forth in such environmental reports and studies. Purchaser acknowledges that Seller has not delivered, and has no obligation to deliver, to Purchaser copies of environmental reports with respect to any other properties owned or formerly owned by Seller or its affiliates (including, without limitation, the property located at 3550 West Quail Avenue, Las Vegas, Nevada). As a condition precedent to delivery of the reports described in this Section 6.3(ix) Purchaser must execute and deliver to Seller a Confidentiality Agreement satisfactory to Seller. 6.4 Effect and Survival of Disclaimers. Seller has informed and hereby does inform Purchaser that the compensation to be paid to Seller for the Property has been decreased to take into account that the Premises is being sold subject to the provisions of this Article VI. Seller and Purchaser agree that the provisions of this Article VI shall survive Closing; provided, that the representations and warranties of Seller contained in Section 6.3 above shall only survive the Closing for a period of one (1) year, and any cause of action against Seller as a result of a breach of such representations and warranties must be brought and filed, if at all, within one (1) year after Closing. ARTICLE VII. CONDITIONS PRECEDENT TO PURCHASER S AND SELLER S PERFORMANCE 7.1 Conditions to Purchaser's Obligations. Purchaser's obligation under this Contract to purchase the Property is subject to the fulfillment of each of the following conditions (any or all of which may be waived by Purchaser): (a) Seller shall be ready, willing and able to deliver title to the Property in accordance with the terms and conditions of this Contract; and (b) Seller shall have delivered all the documents and other items required pursuant to Section 8.2(a), and shall have performed, in all material respects, all other covenants, undertakings and obligations, and complied with all conditions required by this Contract to be performed or complied with by the Seller at or prior to the Closing. 8 7.2 Conditions to Seller's Obligations. Seller's obligations under this Contract to sell the Property to Purchaser is subject to the fulfillment of each of the following conditions (all or any of which may be waived by Seller): (a) the representations and warranties of Purchaser contained herein shall be true, accurate and correct as of the Closing Date; and (b) Purchaser shall have delivered the Purchase Price and all other funds required hereunder and all the documents to be executed by Purchaser set forth in Section 8.2(b) and shall have performed, in all material respects, all other covenants, undertakings and obligations, and complied with all conditions required by this Contract to be performed or complied with by Purchaser at or prior to Closing. ARTICLE VIII. CLOSING 8.1 Time and Place. The consummation of the purchase and sale of the Property (the "Closing") shall take place at the office of the Title Company on or before April 17, 1995, or at such earlier date and time as Purchaser and Seller may mutually agree or as may be extended pursuant to Section 4.4 hereof (the "Closing Date"). 8.2 Items to be Delivered at the Closing. (a) Seller. At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser each of the following items: (i) A standard form ALTA Owner's Policy of Title Insurance dated no earlier than the date of the filing of the deed described in Section 8.2(a)(ii) hereof, issued by the Title Company, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions and conforming to the requirements of Article IV hereof (the "Title Policy"). (ii) A Grant Bargain and Sale Deed duly executed and acknowledged by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes sufficient to convey to Purchaser good and indefeasible title to the Property free and clear of all liens and encumbrances except for the Permitted Exceptions. (iii) An Assignment and Assumption of Leases (the "Assignment of Leases") duly executed and acknowledged by Seller in the form attached hereto as Exhibit C and made a part hereof for all purposes. (iv) A Blanket Conveyance, Bill of Sale and Assignment ("Bill of Sale") duly executed by Seller in the form, attached hereto as Exhibit D and made a part hereof for all purposes. (v) All keys and master keys to all locks located on the Property that are in Seller's possession. (vi) All original Tenant Leases that are in Seller's possession. (vii) All original contracts that are in Seller's possession. 9 (viii) A Non-Foreign Affidavit in the form attached hereto as Exhibit E and made a part hereof for all purposes. (ix) All amounts owing to Purchaser by Seller under Article IX hereof. (x) Evidence satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (xi) Estoppel Certificates from Tenants to the extent Seller is required to obtain the same by Section 5.4 hereof. (xii) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (b) Purchaser. At the Closing, Purchaser shall deliver to Seller each of the following items: (i) The Purchase Price in Current Funds. (ii) The Assignment of Leases, duly executed and acknowledged by Purchaser. (iii) The Bill of Sale, duly executed by Purchaser. (iv) Such additional funds in cash or Current Funds, as may be necessary to cover Purchaser's share of the closing costs and prorations hereunder. (v) Evidence satisfactory to Seller and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Purchaser have full right, power and authority to do so. (vi) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. 8.3 Costs of Closing. The escrow fees of the Title Company shall be paid equally be Seller and Purchaser. Documentary stamp taxes, deed taxes, transfer taxes, or other similar taxes, fees or assessments relating to the transfer of the Property to Purchaser by filing the deed shall be borne and paid equally by Seller and Purchaser. All costs relating to the cost of the Title Policy shall be paid equally by Seller and Purchaser, except that the cost and expenses related to obtaining any amendments or endorsements to the same (including, without limitation, an extended coverage endorsement), as well as all costs relating to a mortgagee policy pertaining to any financing obtained by the Purchaser for the purchase of the Property or any amendments or endorsements to the same, shall be borne and paid exclusively by Purchaser. All other expenses shall be allocated between the parties in the customary manner for closings of real property similar to the Property in the geographic area in which the Property is located. All other expenses incurred by Seller and Purchaser with respect to the Closing, including, but not limited to, the attorneys fees and costs and expenses incurred in connection with negotiating, preparing and closing the transaction contemplated by this Contract, shall be borne and paid exclusively by the party incurring same. 8.4 Prorations. All normal and customarily proratable items, including, without limitation, rents, operating expense and leasing commissions 10 (except as provided in Section 11.1 hereof), other expenses and fees, and payments relating to any agreements affecting the Property which survive the Closing, shall be prorated as of the Closing Date, Seller being charged and credited for all of same attributable to the period before Closing) and Purchaser being responsible for, and credited or charged, as the case may be, for all of same attributable to the period on and after the Closing Date. All advance and free rents and unapplied Deposits under Tenant Leases, shall be credited to Purchaser at the Closing. Any real estate ad valorem or similar taxes for the Property or any installment of assessments payable in installments which installment is payable in the year of Closing shall be prorated to the date of Closing, based upon actual days involved. In connection with the proration of real property taxes or installments of assessments, in the event that actual figures for the year of Closing are not available at the Closing Date, the proration shall be made using figures from the preceding year. The proration shall be final and unadjustable except as provided in the following paragraph. In the event the Property has been assessed for property tax purpose at such rates as would result in "roll-back" taxes upon the changes in usage Purchaser hereby assumes and holds Seller harmless from and against any and all claims and liabilities for such taxes. The provisions of this Section 8.4 shall survive the Closing. If any of the items subject to proration under the foregoing provisions of this Section 8.4 cannot be prorated at the Closing because of the unavailability of the information necessary to compute such proration, or if any errors and omissions in computing prorations as the Closing are discovered subsequent to the Closing, then such item shall be reapportioned and such errors and omissions corrected as soon as practicable after the Closing date and the proper party reimbursed, which obligation shall survive the Closing for a period of ninety (90) days after the Closing Date as hereinafter provided. Neither party hereto shall have the right to require a recomputation of a Closing proration or a correction of an error or omission in a Closing proration unless within the aforestated ninety (90) day period one of the parties hereto (I) has obtained the previously unavailable information or has discovered the error or omission, and (ii) has given notice thereof to the other party together with a copy of its good faith recomputation. The failure of a party to obtain any previous unavailable information or discover an error or omission with respect to an item subject to proration hereunder and to give notice thereof as provided above within ninety (90) days after the Closing Date shall be deemed a waiver of its rights to cause a recomputation or a correction of an error or omission with respect to such item after the Closing Date. 8.5 Possession and Closing. Possession of the Property shall be delivered to Purchaser by Seller at the Closing, subject to the Permitted Exceptions and the rights of the Tenants. Purchaser shall make its own arrangements for the provision of public utilities to the Property and Seller shall terminate its contracts with such utility companies that provide services to the Property as of the Closing Date. 8.6 Delinquent Rent. (a) Application of Delinquent Rent. If on the Closing Date any Tenant is in arrears in the payment of any rent under any Tenant Lease (the "Delinquent Rent") payable by it, any Delinquent Rent received by Purchaser and Seller from such Tenant after the Closing shall be applied to amounts due and payable by such Tenant during the following periods in the following order of priority: (A) first, to the period of time prior to the Closing Date, and (B) second, to the period of time after the Closing Date. If Delinquent Rent or any portion thereof received by Seller or Purchaser after the Closing are due and payable to the other party reason of this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys fees and cost and expenses expended in connection with the collection thereof, shall be 11 promptly paid to the other party. The provision of this Section 8.6(a) shall survive the Closing. (b) Collection of Delinquent Rent. After the Closing, Seller shall continue to have the right, in its own name, to demand payment of and collect Delinquent Rent owed to Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant, and the delivery of the Assignments of Leases (as defined in Section 8.2(a)(iii)) shall not constitute waiver by Seller to collect such Delinquent Rent and to take all steps, whether before of after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to Seller, upon demand, of any relevant books and records (including, without limitation, statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Delinquent Rent by Seller; provided, however , that the reasonable cost and expenses incurred by Purchaser in complying with this Section 8.6(b) shall be promptly paid of reimbursed by Seller. The provisions of this Section 8.6(b) shall survive the Closing. ARTICLE IX CONDEMNATION OR CASUALTY 9.1 Condemnation. (a) In the event that all or any significant portion of the Property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any significant portion of the Property, prior to Closing, either party within ten (10) days after (I) in the case of Seller, Seller becomes aware of such condemnation, taking or deed in lieu, or institution of any such condemnation proceeding, or (ii) in the case of Purchaser, Seller notifies purchaser of the condemnation proceeding, may terminate this Contract in which event the Earnest Money Deposit shall be returned to Purchaser and neither party shall have any rights or obligations pursuant to this Contract except as set forth in Sections 4.2, 5.1 and 11.1 hereof. If neither party terminated this Contract as aforesaid, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall deliver to Purchaser at the Closing any proceeds actually received by Seller attributable to the Property from such condemnation, eminent domain proceedings or deed in lieu thereof or assign its interest in and to any such proceeds, and there shall be no reduction in the Purchase Price. (b) For the purposes of Section 9.1(a), "significant portion" of the Property means (I) any portion of the buildings included within the Improvements, or (ii) a portion of the parking areas if the taking thereof reduces the remaining available number of parking spaces below the minimum legally required. Notwithstanding anything to the contrary contained in Section 9.1(a), if neither party has timely elected to terminate in accordance with Section 9.1(a), and if the proceeds payable with respect to the Property as a result of condemnation exceed the Purchase Price for the 12 Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Purchaser. The foregoing provision shall survive the Closing. (c) In the event that less than a significant portion of the Property is condemned, taken by eminent domain, conveyed by deed in lieu thereof or is the subject of a condemnation proceeding, neither party shall have the right to terminate this Contract, but Seller shall deliver to Purchaser at Closing any proceeds actually received by Seller attributable to the Property from such condemnation or eminent domain proceeding or deed in lieu thereof, or assign its interest in and to any such proceeds to Purchaser, and there shall be no reduction in the Purchase Price. 9.2 Casualty. (a) In the event that all or any substantial portion of the Property shall be damaged or destroyed by fire or other casualty prior to Closing, either party may terminate this Contract by written notice thereof to the other party within ten (10) days after (I) in the case of Seller, Seller becomes aware of such casualty, or (ii) in the case of Purchaser, Seller notifies Purchaser of the casualty. If neither party terminates this Contract as aforesaid, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall, except as limited in Section 9.2(b) hereof, deliver to Purchaser at the Closing any insurance proceeds actually received by Seller attributable to the Property from such casualty and all of Seller's right, title and interest in and to any claims which Seller may have under the insurance policies covering the Property, and there shall be no reduction in the Purchase Price. In the event less than a substantial portion of the Property shall be damaged or destroyed by fire or other casualty prior to Closing, then the parties shall proceed in accordance with the second sentence in this Section 9.2(a). (b) For the purposes of Section 9.2(a), a "substantial portion" of the Property shall be deemed to include any casualty loss in an amount equal to or greater than Three Hundred Thousand and NO/100 Dollars ($300,000.00) Notwithstanding anything in Section 9.2(a) to the contrary, if neither party has timely elected to terminate in accordance with Section 9.2(a), and if the proceeds payable with respect to the Property as a result of casualty exceed the Purchase Price for the Property, the portion of such proceeds in excess of the Purchase Price shall be paid to Purchaser. The foregoing provision shall survive the Closing. ARTICLE X. DEFAULTS AND REMEDIES 10.1 Default by Purchaser. If Seller shall not be in default hereunder and Purchaser refuses or fails to consummate this Contract for reasons other than as expressly set forth in Section 4.4, Section 5.2, Section 5.4 or Article IX hereof, Seller shall , as its sole and exclusive remedy, terminate this Contract in which event neither party shall have any further rights, duties, or obligations hereunder except as provided in Sections 4.2 13 and 5.1 and 11.1 and article VI hereof , and Seller shall be entitled to receive or retain the Earnest Money Deposit as liquidated damages ( Seller and Purchaser hereby acknowledging that the amount of damages in the event of Purchaser's default is difficult or impossible to ascertain but that such amount is a fair estimate of such damage). Notwithstanding anything contained in this Section to the contrary, in the event of any other default by Purchaser under this Contract, including, without limitation, breach of any covenant, representation or indemnity, which survives the Closing or termination of this Contract, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. 10.2 Default by Seller. If Purchaser shall not be in default hereunder and if Seller refuses or fails to consummate this Contract other than due to a termination permitted hereunder or a failure of a condition precedent to Seller's obligations to close, Purchaser may, at Purchaser's sole option, as its sole and exclusive remedies, either (a) terminate this Contract in which event Purchaser shall receive back the Earnest Money Deposit made by Purchaser and neither party shall have any further rights, duties or obligations hereunder except as provided in Sections 4.2, 5.1 and 11.1 and Article VI hereof, or, (b) sue for specific performance of this Contract. 10.3 Attorneys Fees. If it shall be necessary for either Purchaser or Seller to employ an attorney to enforce its rights pursuant to this Contract, the non-prevailing party shall reimburse the prevailing party for its reasonable attorneys fees. ARTICLE XI. BROKERAGE COMMISSIONS 11.1 Brokerage Commission. Seller agrees to indemnify Purchaser and hold Purchaser harmless from any loss, liability, damage, cost or expense (including, without limitation, reasonable attorneys fees) arising out of or paid or incurred by Purchaser by reason of any claim to any broker s, finder's or other fee in connection with this transaction by any party claiming by, through or under Seller. Purchaser agrees to indemnify Seller and hold Seller harmless from any loss , liability, damage, cost or expense (including, without limitation, reasonable attorneys fees) arising out of or paid or incurred by Seller by reason of any claim to any broker s, finder s, or other fee in connection with this transaction by any party claiming by, through or under Purchaser. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XI shall survive the Closing. A Sales Commission in the amount of 6% of the purchase price shall be paid to CB Commercial Real Estate Group, Inc. by Seller. Seller and Purchaser each warrant that they have dealt with no other real estate brokers in connection with this transaction except: CB COMMERCIAL REAL ESTATE GROUP, INC., who represents the Seller. Purchaser hereby acknowledges that at the time of the execution of this Contract, Purchaser is advised by this writing that Purchaser should have an abstract covering the Property examined by an attorney of Purchaser's own selection, or that Purchaser should be furnished with or obtained an owner policy of title insurance. In addition, Seller and Purchase agree to prorate the following leasing commissions at Closing as follows: 14 (1) Heating and Cooling renewal: Purchaser shall pay leasing commission of $13,392. (2) Charlie Case renewal: Purchaser shall pay leasing commission not to exceed $7,938. ARTICLE XII OPERATION OF THE PROPERTY PRIOR TO THE CLOSING Between the Effective Date and the Closing Date, Seller shall continue to operate and maintain the Property in such condition so that the Property shall be in the same condition on the Close of Escrow as on the date hereof ordinary wear and tear excepted and subject to the provisions of Article IX hereof. Seller shall have the right to modify, extend, renew, cancel or permit the expiration of any Tenant Lease or enter into any new Tenant Lease of all or any portion of the Property without Purchaser's consent; provided, however, that after the expiration of the Inspection Period ( and provided this Agreement has not been terminated in accordance with the terms hereof), Seller shall not modify, extend or renew (unless such extension or renewal is done pursuant to the terms of the existing Tenant Lease) any Tenant Lease or enter into any proposed Tenant Lease of all or any portion of the Property without Purchaser's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed. In the event that Purchaser refuses to grant its consent to any modification, extension or renewal of any existing Tenant Lease, or to any proposed Tenant Lease of all or any portion of the Property within five (5) days after receiving a request for such consent from Seller, then Seller shall have the right and option, exercisable in Seller s sole discretion, to elect by notice to Purchaser to terminate this Contract. If Seller so elects to terminate this Contract, this Contract shall be terminated, Purchaser shall be entitled to receive a refund of the Earnest Money Deposit, and neither party shall have any further rights, obligations, or liabilities hereunder except that the obligations of the parties under Sections 4.2 and 5.1, 11.1 and Article VI hereof shall survive the termination of the Contract. If, as permitted above, Seller enters into any new Tenant Leases, or if there is any renewal or extension of any existing Tenant Leases, whether or not such Tenant Leases provide for their extension or renewal, or any expansion or modification of any Tenant Leases (each a "New Lease"), Seller shall keep accurate records of all brokerage commissions and fees relating to such leasing transaction. At the Closing, all such brokerage commissions and fees shall be prorated between Purchaser and Seller based upon the parties respective periods of ownership or proposed ownership of the Property over the term of such New Lease. The provisions of this Section 12 shall survive the Closing. ARTICLE XIII. MISCELLANEOUS 13.1 Notices. Any notice provided or permitted to be given under this Contract must be in writing and may be served by depositing same in the 15 United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, or by delivering the same in person to such party via a hand delivery service, Federal Express or any other courier service that provides a return receipt showing the date of actual delivery of same to the addressee thereof or by FAX or telecopy with verification of receipt Notice given in accordance herewith shall be effective upon receipt at the address of the addressee. For purposes of notice, the addresses of the parties shall be as follows: If to Seller: Angeles Opportunity Properties, Ltd. Insignia Financial Group, Inc. One Insignia Financial Plaza Greenville, South Carolina 29602 Attention: Bruce Stillwagon Phone: 803-239-1078 FAX: 803-239-1066 with copy to Liechty, McGinnis & Kolitz 12750 Merit Drive, Suite 1150 Dallas, Texas 75251 Attn: Lorne Liechty Phone: (214) 233-2898 Fax: (214) 233-3088 If to Purchaser: Roberts Ranch Venture L.P. 4230 Arguello Street San Diego, CA 92103 ATTENTION: Julie Dillon Roberts Phone: 619-296-2111 FAX: 619-296-4201 With copy to: Page, Polin, Busch and Boatwright 350 W. Ash Street, Suite 900 San Diego, CA 92101 ATTENTION: David Boatwright PHONE: 619-685-5402 FAX: 619-231-1877 13.2 GOVERNING LAW. THIS CONTRACT IS BEING EXECUTED AND DELIVERED, AND IS INTENDED TO BE PERFORMED IN, THE STATE OF NEVADA AND THE LAWS OF SUCH STATE SHALL GOVERN THE VALIDITY CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS CONTRACT. 13.3 Entirety and Amendments. This Contract embodies the entire agreement between the parties and supersedes all prior agreements and understandings, if any, relating to the transaction described herein, and may be amended or supplemented only by an instrument in writing executed by the party against whom enforcement is sought. 16 13.4 Parties Bound. Subject to the provisions of Section 13.5 hereof, this Contract shall be binding upon and inure to the benefit of Seller and Purchaser, and their respective heirs, personal representatives, successors and assigns. 13.5 Assignment. This contract may be assigned in whole or in part by Purchaser, with the consent of Seller, which consent may not be unreasonably withheld. 13.6 Headings. Headings used in this Contract are used for reference purposes only and do not constitute substantive matter to be considered in construing the terms of this Contract. 13.7 Survival. Except as otherwise expressly provided herein, no representations, warranties, covenants, acknowledgments or agreements contained in this Contract shall survive the Closing of this Contract and the delivery of the Grant, Bargain and Sale Deed by Seller to Purchaser. 13.8 Interpretation. The parties acknowledge that each party and its counsel have reviewed this Contract, and the parties hereby agree that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Contract or any amendments or exhibits hereto. In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other provisions hereof, and this Contract shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. When the context in which words are used in this Contract indicates that such is the intent, words in the singular numbers shall include the plural and vice versa, and words in the masculine gender shall include the feminine and neuter genders and vice versa. 13.9 Exhibits. All references to "Exhibit" contained herein are references to exhibits attached hereto, all of which are hereby made a part hereof for all purposes. 13.10 Time of Essence. It is expressly agreed by the parties hereto that time is of the essence with respect to this Contract and Closing hereunder. 13.11 Multiple Counterparts. This Contract may be executed in a number of identical counterparts. If so executed, each of such counterparts is to be deemed an original for all purposes , and all such counterparts shall, collectively, constitute one agreement, but, in making proof of this Contract, it shall not be necessary to produce or account for more than one such counterpart. 13.12 Risk of Loss. Risk of loss or damage to the Property, or any part thereof, by fire or any other casualty from the date this Contract is fully executed up to the time of delivering the grant, bargain and sale deed transferring title to the Property to the Purchaser will be on the Seller and, thereafter, will be on the Purchaser. 13.13 Effective Date. As used herein, the term "Effective Date" shall mean for all purposes in this Contract the date on which the Title Company acknowledges receipt of an original of the Contract executed by Purchaser and Seller with all changes, if any, to the printed portion of this Contract initialed by Purchaser and Seller. 13.14 Business Days. All references to "business days" contained herein are references to normal working business days, i.e., Monday through Friday of each calendar week, exclusive of federal and national bank holidays. 17 13.15 No Recordation of Contract. In no event shall this Contract or any memorandum hereof be recorded in the public records of the place in which the Property is situated, and any such recordation or attempted recordation shall constitute a breach of this Contract by the party responsible for such recordation or attempted recordation. 13.16 IRC Section 1031 Exchange Contingency. Purchaser is purchasing the Property as the "second leg" of an Internal Revenue Code Section 1031 Exchange. The anticipated first leg of the exchange is a sale by Purchaser of undeveloped real property in San Diego County, State of California adjacent to Interstate 8 to the U.S. Department of Agriculture-Forest Service. An express condition precedent to Purchaser's obligations pursuant to this Contract to purchase the Property shall be the close of the transaction pursuant to which the U.S. Forest Service is purchasing Purchaser's above described property in San Diego County, California. Seller agrees to cooperate with Purchaser in effecting an IRC Section 1031 exchange and agrees to execute such additional documents as may be reasonably necessary in connection with the exchange, including, but not limited to, a consent to a qualified intermediary/accommodator being assigned Purchaser's position under this Contract in order to effect the exchange, provided, that in no event shall Seller be obligated to incur any liabilities, indebtedness or obligations, or acquire any real property, in order to facilitate such exchange. In the event of a delay in the receipt of funds by Purchaser from the Forest Service, the close of escrow shall be extended until on or before May 17, 1995. 13.17 Seller is aware that Julie Dillon Roberts is a California licensed real estate broker but is acting as a principal in this transaction. [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY] 18 SELLER: Angeles Opportunity Properties Ltd., a California limited partnership ____________________________________________ By:Angeles Realty Corporation II, ________________ ____________________________________________ ____________________________________________ By:_________________________________________ ____________________________________________ ____________________________________________ PURCHASER: Roberts Ranch Venture, L.P., a California limited partnership Dillon Development, Inc., General Partner By:_________________________________________ Julie Dillon Roberts Its:_________________________________________ President Dated:______________________________________ [SIGNATURE PAGE TO CONTRACT OF SALE] 19 EX-27 4 EXHIBIT 27
5 This schedule contains summary financial information extracted from Angeles Opportunity Properties Limited Partnership's 1995 second quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB filing. 1 6-MOS DEC-31-1995 JUN-30-1995 1,056,681 0 66,684 0 0 1,275,590 7,731,922 (1,229,069) 8,250,362 183,648 4,408,665 0 0 0 3,557,991 8,250,362 0 1,158,205 0 0 1,059,859 0 223,870 1,076,808 0 1,076,808 0 0 0 1,076,808 85.80 0