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EXHIBIT 10.1
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
DATED AS OF NOVEMBER 26, 1997
BETWEEN
▇▇▇▇▇▇▇ HILLS MEDICAL OFFICE PARTNERS, L.P.
A DELAWARE LIMITED PARTNERSHIP
AS SELLER
AND
ARDEN REALTY LIMITED PARTNERSHIP
A MARYLAND LIMITED PARTNERSHIP
AS BUYER
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TABLE OF CONTENTS
PAGE
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ARTICLE I EFFECTIVE DATE.....................................................2
ARTICLE II DEFINITIONS........................................................2
ARTICLE III PROPERTY SUBJECT TO AGREEMENT......................................6
ARTICLE IV PURCHASE PRICE, PAYMENT OF PURCHASE
PRICE AND LIQUIDATED DAMAGES.......................................8
4.1 Purchase Price............................................8
4.2 Payment of Purchase Price; Deposit........................8
4.3 All or Nothing Sale; Statement of Purchase Price..........8
4.4 Investment of Deposit.....................................8
4.5 Liquidated Damages........................................9
ARTICLE V "AS IS, WHERE IS" SALE............................................10
5.1 "AS IS, WHERE IS" Sale...................................10
5.2 Inspection...............................................12
ARTICLE VI TITLE TO PROPERTY; APPROVALS......................................14
6.1 Title....................................................14
6.2 Approval of Title........................................14
6.3 Personal Property, Leases, Contracts, Permits, and
Miscellaneous Property Assets............................16
6.4 Approval of Documents....................................16
6.5 Vote of Seller's Limited Partners........................16
ARTICLE VII BUYER'S CONDITIONS PRECEDENT TO CLOSING...........................17
7.1 Buyer's Conditions Precedent.............................17
7.2 Satisfaction of Conditions...............................18
7.3 Waiver of Conditions.....................................18
ARTICLE VIII SELLER'S CONDITIONS PRECEDENT TO CLOSING .........................18
8.1 Seller's Conditions Precedent ...........................18
8.2 Satisfaction of Conditions...............................19
8.3 Waiver of Conditions.....................................19
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ARTICLE IX ESCROW AND CLOSING................................................19
9.1 Deposit With Escrow Holder and Escrow Instructions ......19
9.2 Closing..................................................19
9.3 Deliveries by Seller.....................................20
9.4 Deliveries by Buyer......................................21
9.5 Additional Deliveries by Buyer, Seller, and Others ......21
9.6 Prorations and Apportionments............................22
9.7 Costs and Expenses.......................................23
9.8 Insurance................................................24
9.9 Close of Escrow..........................................24
9.10 Notification; Closing Statements.........................25
9.11 Post-Closing Deliveries by Escrow Holder.................25
ARTICLE X REPRESENTATIONS, WARRANTIES, AND COVENANTS........................25
10.1 Buyer's Representations and Warranties...................25
10.2 Seller's Representations and Warranties..................26
10.3 Continuation and Survival of Representations and
Warranties; Limitations on Liability Therefor............28
ARTICLE XI POSSESSION........................................................28
ARTICLE XII OPERATION OF THE PROPERTY.........................................29
ARTICLE XIII LOSS BY CASUALTY; CONDEMNATION ...................................29
13.1 Damage or Destruction....................................29
13.2 Condemnation.............................................30
ARTICLE XIV MISCELLANEOUS.....................................................30
14.1 Notices..................................................30
14.2 Brokers and Finders......................................32
14.3 Assignment...............................................32
14.4 Successors and Assigns...................................33
14.5 Amendments...............................................33
14.6 Interpretation...........................................33
14.7 Governing Law............................................33
14.8 Entire Agreement.........................................33
14.9 Attorneys' Fees and Costs................................33
14.10 Time of the Essence .....................................33
14.11 Confidentiality .........................................34
14.12 No Waiver ...............................................34
14.13 Further Acts ............................................34
14.14 Exhibits ................................................35
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14.15 Counterparts ............................................35
14.16 No Intent to Benefit Third Parties ......................35
14.17 Performance Due on Day Other Than Business Day ..........35
14.18 Expenses of Purchase and Sale ...........................35
14.19 Severability ............................................35
14.20 No Recording ............................................35
14.21 Quitclaim ...............................................35
14.22 Termination of Agreement ................................36
14.23 Waiver of Known Defaults ................................37
14.24 Access to Records After Closing .........................37
Exhibit A - LEGAL DESCRIPTION.......................................................A-1
Exhibit B - FORM OF GRANT DEED......................................................B-1
Exhibit C - FORM OF ▇▇▇▇ OF SALE....................................................C-1
Exhibit D - FORM OF GENERAL ASSIGNMENT AND
ASSUMPTION AGREEMENT....................................................D-1
Exhibit E - FORM OF NON-FOREIGN AFFIDAVIT...........................................E-1
Exhibit F - FORM OF NOTICES TO SUBTENANTS
EQUIPMENT LESSORS, AND VENDORS..........................................F-1
SCHEDULE 10.2(c) - LEASE AND CONTRACT DEFAULTS......................................G-1
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PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this
"AGREEMENT") is made as of November 26, 1997, between ▇▇▇▇▇▇▇ HILLS MEDICAL
OFFICE PARTNERS, L.P., a Delaware limited partnership ("SELLER"), and ARDEN
REALTY LIMITED PARTNERSHIP, a Maryland limited partnership ("BUYER"), for the
purpose of setting forth the agreement of the parties and of instructing
COMMERCE ESCROW COMPANY, a California corporation ("ESCROW HOLDER") with respect
to the transactions contemplated by this Agreement.
R E C I T A L S
A. Seller is the owner of certain land located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Los Angeles, California, and more particularly
described in Exhibit A attached hereto and incorporated herein by reference (the
"LAND"), upon which is located certain improvements commonly known as the
"▇▇▇▇▇▇▇ Sunset Medical Building," consisting of a ten floor multi-tenant
medical office tower with retail space on the lobby level and a landscaped
entrance plaza (collectively, the "MEDICAL BUILDING"), and an attached
subterranean and surface parking structure (the "PARKING STRUCTURE").
B. Seller is the owner of certain items of personal property located at
and used in the operation of the Medical Building, including, but not limited to
furniture, furnishings, equipment, inventory, merchandise, and supplies.
C. The Medical Building is managed by ▇▇▇▇ Management Company, L.P.
("MANAGER"), pursuant to that certain Management Agreement dated November 1,
1992 (the "MANAGEMENT AGREEMENT"), between Manager and Seller. The Parking
Structure is leased and operated by AMPCO Auto Parks, Inc., a California
corporation doing business as AMPCO Parking ("PARKING OPERATOR") pursuant to
that certain Parking Garage Lease dated as of February 1, 1986, as amended by
Amendment No. 1 to Parking Garage Lease dated as of October 1, 1989
(collectively, the "PARKING AGREEMENT"), between Parking Operator and Seller.
D. Buyer desires to purchase the Property (as hereinafter defined) from
Seller, and Seller desires to sell the Property to Buyer, on the terms and
conditions set forth herein.
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:
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ARTICLE I
EFFECTIVE DATE
This Agreement shall be effective (the "EFFECTIVE DATE") when a fully
executed copy of this Agreement (or a fully executed copy in counterparts) is
deposited with Escrow Holder. Escrow Holder is hereby instructed to immediately
notify in writing each party to this Agreement of the Effective Date.
ARTICLE II
DEFINITIONS
The following terms and references shall have the meanings indicated
below:
(1) "AGREEMENT" shall have the meaning ascribed thereto in the
introductory paragraph of this Agreement.
(2) "BALANCE" shall have the meaning ascribed thereto in
Section 4.2(b) of this Agreement.
(3) "▇▇▇▇ OF SALE" shall have the meaning ascribed thereto in
Article III of this Agreement.
(4) "BROKER" shall have the meaning ascribed thereto in
Section 14.2(a) of this Agreement.
(5) "BUYER" shall have the meaning ascribed thereto in the
introductory paragraph of this Agreement.
(6) "CLOSING" means the consummation of the transactions
contemplated by this Agreement.
(7) "CLOSING DATE" means the date the Deed is recorded.
(8) "CLOSING STATEMENTS" shall have the meaning ascribed
thereto in Section 9.9(a) of this Agreement.
(9) "CONDEMNATION NOTICE" shall have the meaning ascribed
thereto in Section 13.2 of this Agreement.
(10) "CONTRACTS" shall have the meaning ascribed thereto in
Article III of this Agreement.
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(11) "CUTOFF TIME" shall have the meaning ascribed thereto in
Section 9.6 of this Agreement.
(12) "DEED" shall have the meaning ascribed thereto in Article
III of this Agreement.
(13) "DEPOSIT" shall have the meaning ascribed thereto in
Section 4.2(a) of this Agreement.
(14) "DOCUMENTS" shall have the meaning ascribed thereto in
Section 6.4 of this Agreement.
(15) "EFFECTIVE DATE" shall have the meaning ascribed thereto
in Article I of this Agreement.
(16) "ENVIRONMENTAL ASSESSMENTS" shall mean, collectively,
that certain Phase I Environmental Site Assessment dated as of September 10,
1997, Project Number 3890, prepared by CET Environmental Services, Inc.; and
that certain Asbestos Management Program dated as of May 14, 1993, prepared by
The Earth Technology Corporation, as updated by that certain Operations &
Maintenance - (Review) dated as of March 31, 1997, prepared by American
Environmental Specialists, Co.
(17) "ESCROW" shall have the meaning ascribed thereto in
Section 9.1 of this Agreement.
(18) "ESCROW HOLDER" shall have the meaning ascribed thereto
in the introductory paragraph of this Agreement.
(19) "FF&E" means furniture, fixtures, equipment, machinery,
appliances, fittings, and other removable articles of personal property of every
kind and nature that are owned by Seller, located at the Land, and used in the
operation of the Medical Building or the Parking Structure.
(20) "FF&E AND CAPITAL RESERVES" means all funds, reserves,
escrows, and accounts for the replacement and repair of FF&E and the funding of
capital improvements to the Property, including, without limitation, the
"Capital Expenditure Account," described in Section 7.5 of the Management
Agreement. FF&E and Capital Reserves are not being transferred by Seller to
Buyer.
(21) "GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT" shall have
the meaning ascribed thereto in Article III of this Agreement.
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(22) "HOLIDAY" shall have the meaning ascribed thereto in
Section 14.17 of this Agreement.
(23) "MEDICAL BUILDING" shall have the meaning ascribed
thereto in Recital A of this Agreement.
(24) "IMPROVEMENTS" shall have the meaning ascribed thereto in
Article III of this Agreement.
(25) "INFORMATION" shall have the meaning ascribed thereto in
Section 5.1(b) of this Agreement.
(26) "KNOWN DEFAULT" shall have the meaning ascribed thereto
in Section 14.23 of this Agreement.
(27) "LAND" shall have the meaning ascribed thereto in Recital
A of this Agreement.
(28) "LEASES" shall have the meaning ascribed thereto in
Article III of this Agreement.
(29) "LIMITED PARTNER DISAPPROVAL" shall have the meaning set
forth in Section 7.1(a) hereof.
(30) "LIMITED PARTNERS" means, collectively, the limited
partners and unit holders of Seller.
(31) "MANAGEMENT AGREEMENT" shall have the meaning ascribed
thereto in Recital C of this Agreement.
(32) "MANAGER" shall have the meaning ascribed thereto in
Recital C of this Agreement.
(33) "MISCELLANEOUS PROPERTY ASSETS" shall have the meaning
ascribed thereto in Article III of this Agreement.
(34) "NOTICE OF REQUIRED PARTNERSHIP VOTE" shall have the
meaning ascribed thereto in Section 6.5 of this Agreement.
(35) "OWNER'S TITLE POLICY" shall have the meaning ascribed
thereto in Section 6.1 of this Agreement.
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(36) "PARKING AGREEMENT" shall have the meaning ascribed
thereto in Recital C of this Agreement.
(37) "PARKING OPERATOR" shall have the meaning ascribed
thereto in Recital C of this Agreement.
(38) "PARTNERSHIP VOTE MEETING" shall have the meaning
ascribed thereto in Section 6.5 of this Agreement.
(39) "PERMITS" shall have the meaning ascribed thereto in
Article III of this Agreement.
(40) "PERMITTED EXCEPTIONS" shall have the meaning ascribed
thereto in Section 6.1 of this Agreement.
(41) "PERSONAL PROPERTY" shall have the meaning ascribed
thereto in Article III of this Agreement.
(42) "PROPERTY" shall have the meaning ascribed thereto in
Article III of this Agreement.
(43) "PRORATIONS" shall have the meaning ascribed thereto in
Section 9.6 of this Agreement.
(44) "PROTECTED MARKS" shall mean all trademarks, service
marks, trade names, logos, designs, and all goodwill appurtenant thereto, owned
by Manager, Parking Operator, or any direct or indirect parent, subsidiary or
affiliate of each, or which may be owned by tenants under Leases or by third
parties under Contracts.
(45) "PTR" shall have the meaning ascribed thereto in Section
6.2(a) of this Agreement.
(46) "PURCHASE PRICE" shall have the meaning ascribed thereto
in Section 4.1 of this Agreement.
(47) "REAL PROPERTY" shall have the meaning ascribed thereto
in Article III of this Agreement.
(48) "SELLER" shall have the meaning ascribed thereto in the
introductory paragraph of this Agreement.
(49) "SELLER HAS NOT RECEIVED" shall have the meaning ascribed
thereto in Section 10.2(o) of this Agreement.
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(50) "SELLER'S KNOWLEDGE" shall have the meaning ascribed
thereto in Section 10.2(n) of this Agreement.
(51) "SELLER'S NON-FOREIGN AFFIDAVIT" shall have the meaning
ascribed thereto in Section 9.3(d) of this Agreement.
(52) "SELLER'S PARTNERSHIP AGREEMENT" shall mean that certain
Amended and Restated Agreement of Limited Partnership of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Hills
Medical Partners, L.P., dated 1987.
(53) "SURVEY" shall have the meaning ascribed thereto in
Section 6.2(a) of this Agreement.
(54) "TITLE COMPANY" shall have the meaning ascribed thereto
in Section 6.1 of this Agreement.
(55) "TRANSFER" shall have the meaning ascribed thereto in
Section 14.3 of this Agreement.
ARTICLE III
PROPERTY SUBJECT TO AGREEMENT
Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to
purchase from Seller, subject to the terms and conditions set forth herein, all
of Seller's right, title, and interest in and to the following (collectively,
the "PROPERTY"):
(a) LAND - the Land is described in Exhibit A. The Land shall
be conveyed from Seller to Buyer pursuant to a Grant Deed (the "DEED")
substantially in the form of Exhibit B attached hereto and incorporated herein
by reference.
(b) IMPROVEMENTS - the Medical Building, Parking Structure,
and other buildings, structures, and improvements, located on the Land
(collectively, the "IMPROVEMENTS," and together with the Land, the "REAL
PROPERTY"). The Improvements shall be conveyed from Seller to Buyer pursuant to
the Deed.
(c) PERSONAL PROPERTY - that certain personal property owned
by Seller, located at the Land, and used for the operation, maintenance, and
management of the Medical Building or the Parking Structure as of the Closing
Date, including, without limitation, the FF&E, and the items listed on Schedule
I to Exhibit C attached hereto and incorporated herein by reference
(collectively, the "PERSONAL PROPERTY"). Notwithstanding anything to the
contrary contained in this Agreement, the Personal Property shall not include:
personal property leased by Seller under the contracts described in Schedule II
to Exhibit C; personal property owned by Manager or Parking Operator; personal
property owned by invitees of the
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tenants at the Medical Building or Parking Structure; personal property owned by
any tenant under any Lease; and personal property owned by any suppliers,
vendors, or contractors serving the Medical Building, the Parking Structure, or
any tenant thereat. The Personal Property shall be conveyed from Seller to Buyer
pursuant to a ▇▇▇▇ of Sale (the "▇▇▇▇ OF SALE") substantially in the form of
Exhibit C.
(d) LEASES - those certain leases, space leases, licenses,
occupancy agreements, concessions, or other such arrangements for the use of
space within the Medical Building or Parking Structure in effect on the Closing
Date, other than arrangements for the transient use of parking spaces at the
Parking Structure, as set forth on Schedule I to Exhibit D attached hereto and
incorporated herein by reference (collectively, the "LEASES"). Seller's interest
in the Leases shall be conveyed from Seller to Buyer pursuant to a General
Assignment and Assumption Agreement (the "GENERAL ASSIGNMENT AND ASSUMPTION
AGREEMENT") substantially in the form of Exhibit D.
(e) CONTRACTS - those certain contracts and agreements
relating to the improvement, maintenance, repair, or operation of the Medical
Building or the Parking Structure in effect on the Closing Date, if any, entered
into by Seller or its predecessors in interest (or by Manager as the agent of
Seller or in the name of the Medical Building or the Parking Structure), as set
forth on Schedule I to Exhibit D (collectively, the "CONTRACTS"). Seller's
interest in the Contracts shall be conveyed from Seller to Buyer pursuant to the
General Assignment and Assumption Agreement.
(f) PERMITS - those certain licenses and permits obtained by
Seller or its predecessors in interest (or by Manager as the agent of Seller or
in the name of the Medical Building or the Parking Structure), if any, used in
or relating to the ownership, occupancy, or operation of the Property or any
part thereof in effect on the Closing Date, as set forth on Schedule I to
Exhibit D, other than those which, under applicable law or under provisions
applicable to any particular license or permit in question, are non-transferable
(collectively, the "PERMITS"). Seller's interest in the Permits shall be
conveyed from Seller to Buyer pursuant to the General Assignment and Assumption
Agreement.
(g) MISCELLANEOUS PROPERTY ASSETS - those certain contract
rights, trademarks, service marks, trade names, logos, copyrights, and rights
under guaranties or warranties relating to goods, merchandise, or services at or
relating to the Medical Building or Parking Structure, including, without
limitation, the assets set forth on Schedule I to Exhibit D, together with any
indemnities benefitting Seller or the Property and relating to the Property, to
the extent such items are transferable (collectively, the "MISCELLANEOUS
PROPERTY ASSETS"), but the Miscellaneous Property Assets shall not include (and
there shall be expressly excluded) the Leases, the Contracts, the Permits, and
the Protected Marks. Seller's interest in the Miscellaneous Property Assets
shall be conveyed from Seller to Buyer pursuant to the General Assignment and
Assumption Agreement.
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ARTICLE IV
PURCHASE PRICE, PAYMENT OF
PURCHASE PRICE AND LIQUIDATED DAMAGES
4.1 PURCHASE PRICE. Subject to the terms, conditions, and provisions
contained in this Agreement, Buyer agrees to pay, and Seller agrees to accept,
as consideration for conveyance of the Property to Buyer, the sum of Twenty
Eight Million Seven Hundred Fifty Thousand Dollars ($28,750,000.00) (the
"PURCHASE PRICE").
4.2 PAYMENT OF PURCHASE PRICE; DEPOSIT. The Purchase Price shall be
paid by Buyer as follows:
(a) Seven Hundred Fifty Thousand Dollars ($750,000.00) (the
"DEPOSIT") shall be placed into Escrow by wire transfer of immediately available
funds to Escrow Holder within one (1) business day following the Effective Date.
Escrow Holder shall immediately notify Seller by facsimile in accordance with
Section 14.1 hereof of Escrow Holder's receipt of the Deposit. The Deposit shall
become non-refundable (except as expressly provided to the contrary in this
Agreement) at 3:00 P.M. Los Angeles time on November 26, 1997, unless Buyer
shall have terminated this Agreement in accordance with Section 5.2(e) prior to
such time. Escrow Holder shall not release the Deposit except in strict
accordance with the terms and conditions of this Agreement, or in strict
accordance with further written instructions signed by both Seller and Buyer.
(b) The balance of the Purchase Price, subject to adjustments as
provided in Sections 9.6 and 9.7 hereof and taking into account all interest
earned on the Deposit (the "BALANCE"), shall be placed into Escrow by wire
transfer of immediately available funds to Escrow Holder at least one (1)
business day before the scheduled Closing. If the purchase of the Property by
Buyer hereunder is consummated, then the Deposit and all interest accrued
thereon shall constitute a part of and be applied against the Purchase Price. If
the purchase of the Property by Buyer hereunder is not consummated, then the
Deposit and all interest accrued thereon shall either be returned to Buyer or be
paid to Seller in accordance with the provisions hereinafter set forth.
4.3 ALL OR NOTHING SALE; STATEMENT OF PURCHASE PRICE. The sale of the
Property shall be on an all or nothing basis, the sale of each item of Property
to be conditioned upon the simultaneous sale of all other items of Property on a
concurrent basis, and Buyer shall have no right to purchase, and Seller shall
have no right to cause Buyer to purchase, less than all of the Property as an
entirety in accordance with the provisions of this Agreement. Both Buyer and
Seller agree that in all public filings and reports, including, without
limitation, any documentary or other transfer tax declarations and any federal,
state, or local income, sales, or use tax returns or declarations, the Property
shall be valued as herein provided.
4.4 INVESTMENT OF DEPOSIT. Immediately upon receipt of the Deposit and
without
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further instruction, Escrow Holder shall invest the Deposit in money market
accounts, certificates of deposit, United States government obligations, or in
collateralized interest bearing accounts, as shall be directed in writing by
Buyer, subject to Seller's reasonable approval. Subject to the provisions of
Section 4.5 below, all interest on the Deposit shall accrue for the benefit of
Buyer until the Closing. Seller shall not be responsible for nor bear the risk
of loss of the Deposit, and shall not be responsible for the rate of return
thereon.
4.5 LIQUIDATED DAMAGES. IF THE SALE OF THE PROPERTY AS CONTEMPLATED
HEREUNDER IS NOT CONSUMMATED BECAUSE THIS AGREEMENT IS TERMINATED BY SELLER
UNDER SECTION 14.22(c) HEREOF, AND SELLER HAS OTHERWISE SATISFIED ALL MATERIAL
CONDITIONS REQUIRED TO BE SATISFIED BY SELLER ON OR BEFORE THE DATE OF SUCH
TERMINATION, ESCROW HOLDER SHALL PAY TO SELLER THE DEPOSIT (INCLUDING ALL
INTEREST EARNED FROM THE INVESTMENT THEREOF) AND SELLER SHALL RETAIN SUCH AMOUNT
AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN
THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO
DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY
AGREE AND ACKNOWLEDGE THAT THE DEPOSIT (PLUS INTEREST) HAS BEEN AGREED UPON,
AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES IF
THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF
A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER. THE PARTIES FURTHER
ACKNOWLEDGE THAT SUCH LIQUIDATED DAMAGES HAVE BEEN AGREED UPON AS SELLER'S
EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT THAT THE SALE OF THE PROPERTY AS
CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT HEREUNDER ON THE
PART OF BUYER, PROVIDED THAT: (A) THE FOREGOING SHALL NOT LIMIT SELLER'S RIGHTS
OR REMEDIES WITH RESPECT TO (1) THE OBLIGATIONS OF BUYER UNDER SECTIONS 5.2,
14.2(b), 14.9,AND 14.11 HEREOF AND (2) THOSE RIGHTS AND OBLIGATIONS THAT, BY
THEIR TERMS, SURVIVE THE TERMINATION OF THIS AGREEMENT; AND (B) BUYER SHALL ALSO
BE RESPONSIBLE FOR THE PAYMENT OF ALL TITLE COMPANY AND ESCROW CANCELLATION
CHARGES.
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NOTHING CONTAINED IN THIS SECTION 4.5 SHALL BE DEEMED TO LIMIT ANY OF
THE INDEMNITIES OF BUYER OR SELLER CONTAINED ELSEWHERE IN THIS AGREEMENT. IN THE
EVENT THAT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS CONSUMMATED,
THIS SECTION 4.5 SHALL BE OF NO FURTHER FORCE OR EFFECT.
"SELLER"
▇▇▇▇▇▇▇ HILLS MEDICAL OFFICE PARTNERS, L.P.,
a Delaware limited partnership
By: Medical Office Properties, Inc.,
a Delaware corporation
Its: General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Print Title: President
"BUYER"
ARDEN REALTY LIMITED PARTNERSHIP,
a Maryland limited partnership
By: Arden Realty, Inc.,
a Maryland corporation
Its: General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Print Title: Chairman and CEO
ARTICLE V
"AS IS, WHERE IS" SALE
5.1 "AS IS, WHERE IS" SALE. Buyer acknowledges that Seller owns and
leases the Property but has not and does not directly operate or manage the
Property. As an essential inducement to Seller to sell the Property to Buyer on
the favorable terms and conditions set forth in this Agreement, Buyer
acknowledges, understands, and agrees as follows:
(a) (i) Buyer is (or is controlled by) a sophisticated purchaser
who is familiar with this type of property; (ii) except as expressly set forth
herein, neither Seller nor
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any of its agents, brokers, officers, directors, partners, shareholders, or
employees has made or will make any representations or warranties of any kind
whatsoever, whether oral or written, express or implied, with respect to the
Property, including, without limitation, with respect to the economic value of
the Property, adequacy of utilities serving the Property, the fitness or
suitability of the Property for Buyer's intended uses or the present use of the
Property, or the physical condition, occupation, or management of the Property,
its compliance with applicable statutes, laws, codes, ordinances, regulations,
or requirements relating to occupancy, leasing, zoning, subdivision, removal of
architectural, physical, or communications barriers, planning, building, fire,
safety, health or environmental matters (including, without limitation, the
presence or absence of asbestos or toxic or hazardous substances or materials),
compliance with covenants, conditions, and restrictions (whether or not of
record), other local, municipal, regional, state, or federal requirements, or
other statutes, laws, codes, ordinances, regulations, or requirements; and (iii)
except as expressly provided herein, Buyer will be purchasing the Property in
its "AS IS, WHERE IS" condition and "WITH ALL FAULTS," and except as expressly
provided herein or in the Documents, Seller expressly disclaims and negates, as
to the Personal Property and all of the other Property: (A) any implied or
express warranty of merchantability; (B) any implied or express warranty of
fitness for a particular purpose; and (C) any implied warranty with respect to
the condition of the Property, the past or projected financial condition of the
Property (including, without limitation, the income or expenses thereof), or the
uses permitted on, the development requirements for, or any other matter or
thing relating to all or any portion of the Property. Pursuant to Section 5.2
hereof, Buyer has been or will be afforded the opportunity to make any and all
inspections of the Property and such related matters as Buyer may reasonably
desire, subject to the rights of the tenants and other current occupants of the
Property.
(b) In addition, but without limiting the generality of subsection
(a) above, except as expressly represented or warranted in Section 10.2 below or
otherwise provided herein: (i) all documents, reports, studies, and other
information or materials delivered or disclosed to Buyer by Seller, including,
without limitation, the Environmental Assessments (collectively, the
"INFORMATION"), are being provided to Buyer for informational purposes only and
only as an accommodation to Buyer; (ii) unless expressly stated otherwise, all
of the Information relates to the period from and after Seller's acquisition of
title to the Property, and except for environmental information that Seller has
in its possession, Seller need not provide any documents, reports, studies, or
other information or materials regarding any aspect of Seller's relationship
with Seller's predecessor(s)-in-title; (iii) Seller has not made, is not making,
and will not make any representation, warranty, or promise of any kind, express
or implied, concerning the accuracy or completeness of all or any part of the
Information; and (iv) any inaccuracy, incompleteness, or deficiency in any part
of the Information shall be solely the risk and responsibility of Buyer, shall
not be chargeable in any respect to Seller, and shall not form the basis of any
claims by Buyer against any person or entity that prepared, authored, compiled,
or created any part of the Information, such claims being expressly waived and
relinquished by Buyer. If Buyer chooses, in Buyer's sole and absolute
discretion, not to procure a new phase I environmental assessment of the
Property with Buyer's own
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consultant, then Seller shall provide reasonable assistance (so long as such
assistance shall be at no cost to Seller) to Buyer in obtaining a reliance
letter from CET Environmental Services, Inc.,the firm which prepared the
September 10, 1997, Phase I Environmental Site Assessment, entitling Buyer to
rely thereon as if the same had been addressed to Buyer.
(c) Buyer hereby absolutely and unconditionally waives and releases
Seller, to the fullest extent permitted under law, from and of any and all
demands, claims, actions or causes of action, assessments, losses, damages,
liabilities, costs, and expenses with respect to all obliga tions for or
pertaining to the existence of asbestos, hazardous materials, or environmental
con tamination or conditions at, in, on, under, or from the Property arising
under or based upon any federal, state, local, or foreign laws or regulations,
or based upon common law or otherwise, whether now or hereafter in effect,
including, without limitation, all those provisions of law that exclude or may
exclude unknown or unsuspected claims from general release, provided, however,
that this waiver and release shall not release Seller from any liability for
fraud. EXCEPT FOR ANY LIABILITY OF SELLER FOR FRAUD, THIS WAIVER AND RELEASE BY
BUYER INCLUDES BUYER'S WAIVER AND RELEASE OF ANY CLAIMS UNDER SECTION 1542 OF
THE CALIFORNIA CIVIL CODE, WHICH PROVIDES, "A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR", THE PROVISIONS OF WHICH BUYER HEREBY
SPECIFICALLY ACKNOWLEDGES, AFTER CONSULTATION WITH LEGAL COUNSEL AND WITH FULL
KNOWLEDGE OF THE CONSEQUENCES OF ITS ACTIONS.
/s/ RSZ
------------------
Buyer's initials
(d) To the extent required to be operative, the disclaimers or
warranties contained herein are "conspicuous" disclaimers for purposes of any
applicable law, rule, regulation, or order, and the delivery of the
Environmental Assessment to Buyer constitutes appropriate written disclosure and
notice of hazardous substances at the Property to the extent required by Section
25359.7 et seq. of the California Health and Safety Code.
5.2 INSPECTION.
(a) Buyer and its representatives shall have the right until 3:00
p.m. Los Angeles time on November 26, 1997, to enter upon and inspect the
Property and to conduct soils, engineering, and any other tests or studies as
Buyer may reasonably desire, but only upon reasonable advance notice to Seller,
only during times reasonably chosen by Seller to minimize disruptions to the
Medical Building and the Parking Structure, and only if accompanied by a
representative of Seller (if so desired by Seller). Such entry, inspections,
tests, and studies shall not damage the Property in any respect. Buyer shall
keep the Property
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free and clear of any mechanic's or materialmen's liens arising out of any
entry, inspection, test, or study conducted by Buyer or its representatives, and
Buyer shall promptly restore the Property to its previous condition before any
such entries were made or inspections, studies, or tests were performed by Buyer
or its representatives.
(b) All entries by Buyer onto the Property shall be subject to and
conducted in accordance with all applicable laws, so as to avoid any
interference with the operations and occupancy of the Property, and to avoid any
disturbance of the tenants under the Leases or any of the guests or other
occupants of the Property.
(c) If Buyer or its representatives undertake any borings or other
disturbances of the soil, the soil shall be re-compacted to its condition
immediately before any such borings or other disturbances were undertaken, and
if reasonably requested by Seller, Buyer shall obtain, at Buyer's own expense, a
certificate from a licensed soils engineer that certifies that the soil has been
re-compacted to such condition. Buyer shall obtain Seller's consent prior to
undertaking any boring or other physical intrusion into the soil or Improvements
(d) Notwithstanding any general liability or other insurance that
may be maintained by Buyer, Buyer shall indemnify and defend Seller, Manager,
and Parking Operator and hold Seller, Manager, and Parking Operator harmless
(using counsel reasonably satisfactory to Seller) from any and all loss, cost,
liability, claim, damage, or expense (including, without limitation, reasonable
attorneys' fees and costs) that Seller, Manager, or Parking Operator may
proximately sustain or incur by reason of or in connection with any entry,
inspections, studies, or tests performed by Buyer or its representatives;
provided, however, that if Buyer's or its representatives entry, inspection,
study, or test results in the discovery of a defect in the Property, neither
Buyer nor its representatives shall be responsible for any damages suffered by
Seller, Manager, or Parking Operator as a result of such discovery, including,
without limitation, any impact on the marketability or value of the Property, so
long as Buyer and its representatives comply with all the terms and conditions
of Section 14.11 below. The indemnity obligations of Buyer under this Section
5.2(d) shall survive any termination of this Agreement, or the delivery of the
Deed and the transfer of title to the Property. If this Agreement is terminated
for any reason other than pursuant to Section 14.22(b) hereof, Buyer shall, upon
request, promptly deliver to Seller all originals and copies of any inspections,
studies, tests, surveys, or other reports made for or provided to Buyer by third
parties with respect to the Property, other than any economic studies, financial
analyses, or capital improvement and rehabilitation studies or programs relating
to the Property, and Buyer shall make no further distributions or disclosures of
any such inspections, studies, tests, surveys, and other reports, unless Buyer
is compelled to make such disclosure by a court of competent jurisdiction or
pursuant to a requirement of law.
(e) Buyer shall notify Seller and Escrow Holder in writing prior to
3:00 p.m. Los Angeles time on November 26, 1997, if Buyer, in Buyer's sole and
absolute
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discretion, disapproves of the results if its inspection of the Property. If
Buyer timely disapproves, this Agreement shall terminate and the rights and
obligations of Buyer and Seller shall be as specified in Section 14.22(a). If
Buyer fails to notify Seller and Escrow Holder in writing within the required
time period that Buyer disapproves of its inspection of the Property, Buyer
shall be deemed to have unconditionally approved all such matters.
ARTICLE VI
TITLE TO PROPERTY; APPROVALS
6.1 TITLE. At the Closing, Seller shall convey the Real Property to
Buyer by execution and delivery of the Deed. The issuance by ▇▇▇▇▇▇▇ Title
Guaranty Company (the "TITLE COMPANY") of an American Land Title Association
Owner's Policy of Title Insurance in the amount of the Purchase Price and in
conformity with the requirements of this Agreement (the "OWNER'S TITLE POLICY")
shall be conclusive evidence of Seller's delivery of appropriate title
acceptable to Buyer. Buyer acknowledges and agrees that Buyer shall have no
recourse against Seller or Seller's partners, representatives, or affiliates for
any defect in the title actually acquired by Buyer, and that Seller and Seller's
partners, representatives, and affiliates shall have no liability to Buyer based
upon any defect in the title actually acquired by Buyer. The Owner's Title
Policy shall be issued by the Title Company subject only to property taxes and
assessments not yet delinquent, and such other exceptions to title as may be
approved by Buyer pursuant to Section 6.2 hereof (collectively, the "PERMITTED
EXCEPTIONS"). The provisions of this Section 6.1 limiting Buyer's rights,
remedies, and recourse against Seller for a defect in title relating to the Real
Property shall survive the Closing.
6.2 APPROVAL OF TITLE.
(a) Buyer has received and reviewed: (i) that certain preliminary
title report dated as of September 2, 1997, at 7:30 a.m., and that certain
Supplemental Report thereto dated October 20, 1997, both concerning the Real
Property and issued by the Title Company under order number 040034243, and
copies of all documents referred to in either as encumbering the Real Property
(collectively, the "PTR"); and (ii) that certain ALTA/ACSM Land Title Survey of
the Real Property prepared by ▇▇▇▇▇▇ and Associates as project number 1BEV1901,
and signed and certified as of October 13, 1997 (the "SURVEY"). Buyer has
approved the condition of title to (and the Survey of) the Real Property, and
shall not object thereto except for: (x) matters first arising after the date of
the PTR; and (y) those title exceptions in Schedule B of the PTR numbered 1, 6,
7, 8, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 26, 27, and 28. With respect to
the aforementioned title exceptions, exception 1 shall be prorated through
Escrow at Closing, Seller shall cause exceptions 15, 16, 20, 21, 22, 23, and 24
to be omitted from the Owner's Title Policy as title exceptions, and Buyer
agrees exceptions 6, 7, 8, 17, 18, 19, and 26 will be updated at Closing with
title exceptions specifying the specific tenants and other occupants of the
Property.
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(b) Within seven (7) calendar days after Buyer learning of any
additional title or survey exception affecting the Real Property not noted in
the PTR or the Survey, Buyer shall notify Seller and Escrow Holder in writing if
any such matter is not acceptable to Buyer; provided, however, that Buyer may
not refuse to accept: (i) any covenant, condition, restriction, right, right of
way, or easement of record, or encroachment that does not materially and
adversely affect the continued use of the Property for the purpose for which the
Property is being used as of the Effective Date; (ii) any lien for real property
taxes and assessments not yet delinquent; (iii) applicable zoning and use
regulations of any applicable governmental authority to the extent the Property
is in conformity or compliance therewith as of the Effective Date; (iv) rights
of tenants under Leases, as tenants only, without any option to purchase or
right of first refusal for all or any portion of the Real Property; (v)
possessory interests in the Property of less than thirty (30) days' duration
arising in the ordinary course of the operation of the Medical Building or the
Parking Structure; and (vi) any mechanic's or other liens arising out of Buyer's
entry upon the Real Property. If Buyer fails to notify Seller and Escrow Holder
in writing within the required time period that Buyer disapproves of any such
additional exceptions to title, Buyer shall be deemed to have unconditionally
approved such additional exceptions to title. If Buyer timely objects to any
such additional exception(s) to title, Seller shall have seven (7) calendar days
after Seller's receipt of Buyer's written objection(s) to notify Buyer and
Escrow Holder in writing that:
(i) Seller intends to use its commercially reasonable efforts
to attempt to either (A) cause any disapproved exception(s) to be removed from
title by the Closing, or (B) obtain an endorsement reasonably acceptable to
Buyer. The procurement by Seller of a commitment for the issuance of the Owner's
Title Policy, with endorsement(s) thereto reasonably acceptable to Buyer
insuring Buyer against any title exception that was disapproved pursuant to this
Section 6.2, shall be conclusively deemed a cure by Seller of such disapproved
exception(s). Notwithstanding the foregoing, however, Seller shall not be
obligated to cause, or pay for, the removal of any disapproved exception(s) to
title; or
(ii) Seller elects not to attempt to cause any such disapproved
exception(s) to be removed from title. If Seller fails to notify Buyer and
Escrow Holder in writing of Seller's election within the required time period,
Seller shall be conclusively deemed to have elected not to cause Buyer's
disapproved exception(s) to be removed from title.
(c) If Seller gives Buyer and Escrow Holder written notice under
subsection (b)(ii) above or is deemed to have done so, Buyer shall have until
five (5) calendar days after its receipt of such notice to notify Seller and
Escrow Holder that: (i) Buyer revokes its disapproval of such exception(s) and
will proceed with the purchase of the Property without any reduction in the
Purchase Price and will take title to the Property subject to such exception(s);
or (ii) Buyer will terminate this Agreement in accordance with Section 14.22(a).
If Buyer fails to notify Seller and Escrow Holder in writing of Buyer's election
within the required time period, Buyer shall be conclusively deemed to have
revoked its disapproval of
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such exception(s) and to have elected to proceed with the purchase of the
Property and the acquisition of title to the Property subject to such
exception(s).
(d) Prior to the Closing, Seller shall not take any action or
commit or suffer any acts which would give rise to a material and detrimental
variance from the current legal description of the Real Property, or cause the
creation of any detrimental exception or encumbrance against or respecting the
Real Property, without in each case the prior written consent of Buyer, which
consent may be withheld in Buyer's sole and absolute discretion.
6.3 PERSONAL PROPERTY, LEASES, CONTRACTS, PERMITS, AND MISCELLANEOUS
PROPERTY ASSETS. At the Closing, Seller shall transfer to Buyer and Buyer shall
assume all of Seller's interest in the Personal Property and in the Leases
(including, without limitation, the Parking Agreement), the Contracts
(excluding, however, the Management Agreement, which shall be cancelled by
Seller prior to or at the Closing), the Permits, and the Miscellaneous Property
Assets by execution and delivery of the ▇▇▇▇ of Sale and the General Assignment
and Assumption Agreement respectively. Seller and Buyer specifically waive
compliance, if any is required, with California Uniform Commercial Code,
Sections 6101, et seq., commonly referred to as the Uniform Commercial Code -
Bulk Transfers, and any similar provisions under the laws of the State of
California in effect from time to time.
6.4 APPROVAL OF DOCUMENTS. Buyer and Seller each hereby acknowledges
that the transfer documents attached hereto as exhibits (the "DOCUMENTS"), as
revised to conform to the specific terms of this Agreement (as amended from time
to time), will be used at Closing. Buyer and Seller each hereby approve the form
of all the Documents, subject to completion of any uncompleted information to be
set forth therein in accordance with the terms of this Agreement, and further
subject to the reasonable review and approval of the Title Company, and to any
other reasonable changes required to comply with federal, state, or local law.
6.5 VOTE OF SELLER'S LIMITED PARTNERS. If prior to the Closing the
Limited Partners of Seller have caused a meeting of the Partnership to be called
in accordance with Seller's Partnership Agreement, to vote to approve or
disapprove the transactions contemplated herein, or to vote to approve or
disapprove a different transaction relating to the Property (each, a
"PARTNERSHIP VOTE MEETING"), then: (i) Seller shall promptly thereafter provide
written notice of the requirement for such meeting (the "NOTICE OF REQUIRED
PARTNERSHIP VOTE") to Buyer and to Escrow Holder, together with the date set
therefor; (ii) the Closing Date provided for in Section 9.2(a) below shall be
extended to the seventh (7th) calendar day following Seller's delivery of the
result of the Partnership Vote Meeting to Buyer and to Escrow Holder; (iii)
Seller shall provide Buyer and Escrow Holder with written notice of the result
of the Partnership Vote Meeting promptly after such result becomes available;
and (iv) unless the Partnership Vote Meeting is held and written notice of the
approval by the Limited Partners of the transactions contemplated by this
Agreement is provided to Buyer and Escrow Holder by no later than February 1,
1998, either party may terminate this Agreement by
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written notice to the other party and to Escrow Holder. Seller shall be
responsible for all costs associated with conducting any Partnership Vote
Meeting, and upon the occurrence of any Limited Partner Disapproval (but not
upon any termination of this Agreement pursuant to Section 9.2(a)), Seller shall
promptly reimburse Buyer for the reasonable disbursements made by Buyer to
unaffiliated third-parties in connection with Buyer's negotiation of this
Agreement and due diligence investigation of the Property; provided, however,
that such reimbursement will be made only upon Buyer's presentation to Seller of
reasonably detailed invoices evidencing such disbursements; and further provided
that in no event shall Seller be obligated to reimburse Buyer for more than
$75,000.00 of such disbursements. Except as expressly provided in the preceding
sentence, Seller shall have no liability to Buyer for the occurrence of any
Limited Partner Disapproval.
ARTICLE VII
BUYER'S CONDITIONS PRECEDENT TO CLOSING
7.1 BUYER'S CONDITIONS PRECEDENT. The following conditions are
conditions precedent to Buyer's obligation to purchase the Property:
(a) LIMITED PARTNER DISAPPROVAL. The Limited Partners of Seller
shall not have exercised any right which they may have under Seller's
Partnership Agreement to disapprove any of the transactions contemplated by this
Agreement, or to approve a different transaction relating to the Property
inconsistent with any of the transactions contemplated herein (any such action
being referred to herein as a "LIMITED PARTNER DISAPPROVAL"). This Agreement
shall automatically terminate upon any Limited Partner Disapproval, and
thereupon, the rights and obligations of the parties hereto shall be those
described in Section 14.22(a) below.
(b) OWNER'S TITLE POLICY. The Title Company shall be irrevocably
committed to issue to Buyer the Owner's Title Policy, subject only to the
Permitted Exceptions.
(c) SELLER'S ORGANIZATIONAL DOCUMENTS. Seller shall have delivered
the following to Buyer: (i) for Seller, certified copies of Seller's Partnership
Agreement, a Certificate of Limited Partnership, all amendments or modifications
thereto, and a current certificate of good standing; and (ii) for Seller's
general partner, certified copies of its articles of incorporation and all
amendments or modifications thereto, appropriate resolutions and incumbency
certificates, and a current certificate of good standing.
(d) COMPLIANCE BY SELLER. Seller shall have complied in all
respects with each and every material covenant and condition of this Agreement
to be kept or complied with by Seller.
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(e) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Seller contained in Section 10.2 and elsewhere in this Agreement
shall be true and correct in all material respects when made, and shall be true
and correct in all material respects on the Closing Date, and Buyer shall have
received a certificate to that effect by a duly authorized officer of the
general partner of Seller (the liability thereunder being solely that of Seller
and not the personal liability of the officer executing the same).
(f) ESTOPPEL CERTIFICATES. Buyer shall receive, prior to the
Closing, an estoppel certificate from: (i) each tenant at the Real Property
occupying more than 4,000 net rentable square feet; and (ii) a sufficient number
of other tenants at the Real Property such that estoppel certificates shall have
been received with respect to not less than seventy percent (70%) of the
aggregate net rentable square feet at the Real Property for which Leases are in
effect on the Closing Date. Each estoppel certificate shall be in form and
substance reasonably acceptable to Buyer (such estoppel to be acceptable to
Buyer if it comports with the provisions of the respective Lease as they relate
to the delivery of estoppels by the tenant thereunder).
7.2 SATISFACTION OF CONDITIONS. Seller hereby agrees to use
commercially reasonable efforts to cause each of the conditions precedent to the
obligations of Buyer hereunder to be fully satisfied, performed, and discharged
on and as of the Closing Date.
7.3 WAIVER OF CONDITIONS. If any condition set forth in this Article
VII is not fulfilled, Buyer may, in its sole and absolute discretion, elect to
waive such condition by providing written notice of such election to Seller and
to Escrow Holder. Such waiver shall not constitute a waiver of any other
condition.
ARTICLE VIII
SELLER'S CONDITIONS PRECEDENT TO CLOSING
8.1 SELLER'S CONDITIONS PRECEDENT. The following conditions are
conditions precedent to Seller's obligation to sell the Property:
(a) LIMITED PARTNER DISAPPROVAL. No Limited Partner Disapproval
shall have occurred. This Agreement shall automatically terminate upon any
Limited Partner Disapproval, and thereupon, the rights and obligations of the
parties hereto shall be those described in Section 14.22(a) below.
(b) BUYER'S ORGANIZATIONAL DOCUMENTS. Buyer shall have delivered
the following to Seller: (i) for Buyer, certified copies of Buyer's partnership
agreement, a Certificate of Limited Partnership, all amendments or modifications
thereto, and a current certificate of good standing; and (ii) for Buyer's
general partner, certified copies of its articles of incorporation and all
amendments or modifications thereto, appropriate resolutions and incumbency
certificates, and a current certificate of good standing.
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(c) COMPLIANCE BY BUYER. Buyer shall have complied in all respects
with each and every material covenant and condition of this Agreement to be kept
or complied with by Buyer.
(d) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Buyer contained in Section 10.1 and elsewhere in this Agreement
shall be true and correct in all material respects when made, and shall be true
and correct in all material respects on the Closing Date, and Seller shall have
received a certificate to that effect by a duly authorized officer of Buyer (the
liability thereunder being solely that of Buyer and not the personal liability
of the officer executing the same).
8.2 SATISFACTION OF CONDITIONS. Buyer hereby agrees to use commercially
reasonable efforts to cause each of the conditions precedent to the obligations
of Seller to be fully satisfied, performed, and discharged on and as of the
Closing Date. Seller and Buyer agree that with respect to Section 8.1 (a) above,
Buyer's agreement to use commercially reasonable efforts to cause such condition
precedent to be satisfied, performed, and discharged shall be deemed an
agreement by Buyer only to reasonably cooperate with Seller, at no cost to
Buyer, in connection with matters relating to a Partnership Vote Meeting.
8.3 WAIVER OF CONDITIONS. If any condition set forth in this Article
VIII is not fulfilled, Seller may, in its sole and absolute discretion, elect to
waive such condition by providing written notice of such election to Buyer and
to Escrow Holder. Such waiver shall not constitute a waiver of any other
condition.
ARTICLE IX
ESCROW AND CLOSING
9.1 DEPOSIT WITH ESCROW HOLDER AND ESCROW INSTRUCTIONS. Escrow
hereunder (the "ESCROW") shall be established with Escrow Holder at ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇.
▇▇▇▇ ▇▇▇▇▇▇. Upon execution of this Agreement, the parties shall deposit an
executed copy of this Agreement with Escrow Holder. This Agreement shall serve
as the instructions to Escrow Holder to consummate the purchase and sale
contemplated hereby. Seller and Buyer agree to execute such additional and
supplementary escrow instructions as are consistent with this Agreement and as
may be appropriate to enable Escrow Holder to comply with the terms of this
Agreement. If there is any conflict between the provisions of this Agreement and
any additional or supplementary escrow instructions, however, the terms of this
Agreement shall control.
9.2 CLOSING.
(a) Except as may be provided otherwise herein, the Closing Date
shall occur on or before the tenth (10th) calendar day following the
satisfaction or waiver of all the conditions precedent to Closing contained in
Articles VII and VIII above, but in no event later
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than February 1, 1998, unless the parties hereto agree in writing, each in its
sole and absolute discretion, to change the scheduled Closing Date.
Notwithstanding the foregoing, the parties hereto agree to use their diligent
efforts to attempt to cause the Closing Date to occur on or before December 31,
1997. If the Closing has not occurred on or before February 1, 1998, or has not
been extended in accordance with this Section 9.2(a), then either party may by
written notice to the other terminate this Agreement, and thereupon the rights
and obligations of Buyer and Seller shall be as specified in underlying Section
14.22(a).
(b) If either party has complied with the material terms and
conditions of this Agreement on or before the scheduled Closing Date but the
Closing does not occur because of a default hereunder by the other party, the
defaulting party shall be deemed to be in material default of this Agreement and
the non-defaulting party may terminate this Agreement in accordance with Section
14.22 below.
9.3 DELIVERIES BY SELLER.
(1) No less than three (3) business days prior to the Closing, Seller
shall deposit with Escrow Holder the following:
(a) One (1) original of the Deed, duly executed and acknowledged by
Seller;
(b) Four (4) originals of the ▇▇▇▇ of Sale, duly executed by
Seller;
(c) Four (4) original counterparts of the General Assignment and
Assumption Agreement, duly executed by Seller;
(d) Two (2) original non-foreign affidavits satisfying the
requirements of Section 1445 of the United States Internal Revenue Code of 1986,
as amended, and the requirements of Section 18805 of the California Revenue and
Taxation Code, as amended, substantially in the form of Exhibit E attached
hereto and incorporated herein by reference (the "SELLER'S NON-FOREIGN
AFFIDAVIT"), duly executed by Seller;
(e) Original copies, executed by or on behalf of Seller, of any
required real estate transfer tax declarations, or any similar documentation
required to evidence the payment of any tax imposed by any state, county, or
municipality on the transaction contemplated hereby; and
(f) Such additional articles of incorporation, agreements or
certificates of partnership, resolutions, authorizations, bylaws,
certifications, or other corporate, partnership, or trust documents or
agreements relating to Seller and Seller's partners as Buyer or Escrow Holder
shall reasonably require in connection with this transaction.
(2) At least one (1) business day before the Closing, Seller shall
deposit with Escrow Holder the following:
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(a) Any other cash, documents, or instruments called for hereunder
or reasonably requested by Buyer and consistent herewith to be paid, executed,
or delivered by Seller that have not previously been delivered by Seller to
Escrow Holder.
9.4 DELIVERIES BY BUYER.
(1) No later than three (3) business days prior to the Closing, Buyer
shall deposit with Escrow Holder the following:
(a) Four (4) original counterparts of the General Assignment and
Assumption Agreement, duly executed by Buyer;
(b) Such additional articles of incorporation, agreements or
certificates of partnership, resolutions, authorizations, bylaws,
certifications, or other corporate, partnership, or trust documents or
agreements relating to Buyer as Seller or Escrow Holder shall reasonably require
in connection with this transaction; and
(c) Original copies, executed by or on behalf of Buyer, of any
required real estate transfer tax declarations, or any similar documentation
required to evidence the payment of any tax imposed by any state, county, or
municipality on the transaction contemplated hereby.
(2) At least one (1) business day before the Closing, Buyer shall
deposit with Escrow Holder the following:
(a) Good and immediately available funds sufficient to pay the
Balance, Buyer's portion of the closing costs, and any other amounts payable by
Buyer in order to permit Escrow Holder to close the Escrow which, if deposited
by Buyer prior to the Closing Date, shall be invested for Buyer's benefit at
Buyer's reasonable discretion; and
(b) Any other cash, documents, or instruments called for hereunder
or reasonably requested by Seller and consistent herewith to be paid, executed,
or delivered by Buyer or that are required for Closing hereunder that have not
been previously delivered by Buyer to Escrow Holder.
9.5 ADDITIONAL DELIVERIES BY BUYER, SELLER, AND OTHERS. Promptly after
the Closing and outside of Escrow, (1) Buyer and Seller shall arrange to deliver
to the tenants under all Leases, and to the vendors and equipment lessors under
all Contracts, fully executed notices of the sale of the Property, substantially
in the form of Exhibit F attached hereto and incorporated herein by reference;
and (2) Seller shall deliver to Buyer to the extent they are then in Seller's
possession, and have not heretofore been delivered to Buyer, the following: (a)
the original and any as-built plans and specifications for the Medical Building
and Parking Structure; (b) all unexpired warranties and guarantees which Seller
has received in connection with any work performed with respect to the Medical
Building and Parking Structure; (c) the original of all Leases, Contracts,
Permits and Estoppels Certificates; and, (d) all keys (properly tagged for
identification) for all improvements on the Property.
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9.6 PRORATIONS AND APPORTIONMENTS. Except as otherwise provided in this
Section 9.6 or elsewhere in this Agreement, all revenues from the Property and
all expenses of the Property shall be prorated and apportioned (the
"PRORATIONS") as of 11:59 p.m. on the day before the Closing Date (the "CUTOFF
TIME"), and Seller shall be charged and credited for such Prorations up to the
Cutoff Time and Buyer shall be charged and credited for all of the same after
the Cutoff Time. Prior to Closing, Buyer and Seller shall review and approve the
Prorations. Except as otherwise specifically provided below, if the actual
amounts to be prorated and apportioned are not then known, or if any additional
revenues may be received or expenses incurred after the date the Prorations are
made, the Prorations shall be made on the basis of the best evidence then
available. In particular:
(a) All revenues actually collected and all expenses, as the case
may be, under all Leases and Contracts (including, without limitation, the
Parking Agreement) shall be prorated as of the Cutoff Time based on actual
receipts received and actual days elapsed, and Seller shall not be credited with
any revenues which are delinquent as of the Closing. Any and all delinquent
rental and other revenues collected by Buyer from any tenant under any Lease
after the Closing shall be applied first to current rent then due from such
tenant, then to any delinquency due from such tenant accruing subsequent to
Closing, and thereafter Buyer shall promptly remit to Seller any balance thereof
until all delinquencies due from such tenant accruing prior to Closing have been
paid in full. For six months after the Closing, Buyer shall use commercially
reasonable efforts to collect such delinquent rents and other revenues on behalf
of Seller; provided, however, that Buyer shall not be required to commence
litigation against any party to collect such delinquent amounts.
(b) All real property taxes and assessments, personal property
taxes, occupancy taxes, and business taxes shall be prorated as of the Cutoff
Time, based on a 365-day year.
(c) No provision has been made for the proration of utility charges
(including, without limitation, telephone, gas, water, and electricity) as all
such services shall be terminated for billing purposes as of the Closing Date
and Buyer shall, prior to the Closing Date, make application for the
continuation of such services in its name. It is further anticipated that in
connection with all such services, the meters will be read as nearly as possible
to the Cutoff Time, and that Seller shall be responsible for paying the bills
for such services during Seller's ownership of the Property up to the Cutoff
Time, and that Buyer shall be responsible for the payment of all such utility
accounts thereafter. If any such utility accounts are not in fact handled in
this manner, they shall be prorated at Closing based upon the best available
information and settled within ninety (90) days as described in Section 9.6 (h)
below. Seller shall not assign or transfer any utility deposits to Buyer, and
all such deposits shall remain the property of Seller after the Closing, and
Seller shall be entitled to seek a refund thereof from the respective utilities.
Buyer agrees to timely provide its own deposits to any utility requiring the
same.
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(d) All cash and balances on deposit with banking institutions
relating to the Property, and the FF&E and Capital Reserves, are and shall
remain the property of Seller and are not included in the sale of the Property
contemplated hereby.
(e) Seller shall be responsible for all city business and other
taxes due (together with interest and penalties thereon, if any) relating to the
period of time prior to the Cutoff Time, and Buyer shall be responsible for the
same for the period of time after the Cutoff Time.
(f) Intentionally Omitted.
(g) Buyer shall be entitled to a credit against the Purchase Price
in the aggregate amount of any security or other deposits under the Leases (to
the extent unapplied and unrefunded as of the date hereof and substantially as
described in Schedule I attached to Exhibit D) that are not actually transferred
to and received by Buyer at the Closing, or actually refunded to any tenant for
any Lease which expires or terminates after the date hereof and prior to the
Closing Date.
(h) At the Closing, Buyer shall deposit into Escrow, in good and
immediately available funds, any additional amount required to cover Prorations
and other charges to Buyer which have been determined prior to close of Escrow
in accordance with this Agreement. Seller and Buyer shall settle any Prorations
made at close of Escrow which were uncertain or which proved to be in error, or
which were disputed at close of Escrow in accordance with Section 9.6 (i) below,
within ninety (90) calendar days after the Closing Date, and notwithstanding
anything to the contrary contained herein, Seller and Buyer hereby agree that
thereafter, no further Proration adjustments shall be made. In the event that
either party hereto receives amounts that are due to the other under the terms
of this Section 9.6, such amounts shall be paid to the party entitled thereto
within thirty (30) calendar days of receipt by the other of such amount, which
payment shall be accompanied by a calculation thereof together with such
documentation as may be reasonably necessary to support such calculation.
(i) If Seller and Buyer are unable, after negotiating in good
faith, to agree upon any particular Proration item, or the amount thereof, by
the Closing Date, then so long as the aggregate of all such disputed Proration
items does not exceed $200,000.00, the Closing shall nevertheless occur, and
proration adjustments shall be made, on a tentative basis as reasonably proposed
by Buyer, with any differences between the amounts proposed by Buyer and the
amounts proposed by Seller deposited by Buyer in an escrow with the Title
Company under the Title Company's form of strict joint order escrow. Promptly
after Closing, Buyer and Seller shall meet and attempt in good faith to resolve
any differences between them with regard to any item of Proration in dispute.
(j) The provisions of this Section 9.6 shall, except to the extent
expressly provided otherwise, survive the Closing for a period of ninety (90)
calendar days.
9.7 COSTS AND EXPENSES. Seller shall pay: (a) all of the premium for
the CLTA coverage under the Owner's Title Policy; (b) one-half (1/2) the cost of
the Survey; (c) all
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charges to remove any title exceptions that are not Permitted Exceptions and
that Seller has elected to remove, including recording fees for the same; (d)
all costs directly related to any Partnership Vote Meeting that may be called in
accordance with the terms of this Agreement; (e) all charges for filing and
recording the Documents; (f) the commission of Broker; and (g) one-half (1/2)
the county and city documentary and other transfer taxes applicable to the
transfer of the Property to Buyer. Buyer shall pay: (i) the difference between
the cost of the CLTA coverage under the Owner's Title Policy and the cost of the
Owner's Title Policy as an ALTA (extended) title policy, the cost of all
endorsements to the Owner's Title Policy (except any endorsements obtained
pursuant to Section 6.2(b)(i)(B) which shall be Seller's responsibility), and
the cost of any lender's title policy and all endorsements thereto; (ii)
one-half (1/2) the cost of the Survey; and (iii) one-half (1/2) the county and
city documentary and other transfer taxes applicable to the transfer of the
Property to Buyer. Except as otherwise expressly herein provided, each party
hereto agrees to bear and pay for its own account the fees and disbursements of
its own counsel, accountants, appraisers, engineers, and other advisors in
connection with the negotiation and preparation of this Agreement and the close
of Escrow.
9.8 INSURANCE. Buyer acknowledges that Seller will cause policies of
insurance maintained by Seller to be terminated with respect to the Property as
of the Closing Date. Buyer shall be responsible for obtaining its own insurance
as of the Closing Date and thereafter.
9.9 CLOSE OF ESCROW. Provided that: (i) Escrow Holder has received the
documents and funds described in Sections 9.3, 9.4, 9.5, 9.6, and 9.7 hereof;
(ii) Escrow Holder has not received prior written notice from either party to
the effect that an agreement of either party made hereunder has not been
performed or to the effect that any condition set forth herein has not been
satisfied or waived; (iii) Buyer has not terminated this Agreement as permitted
herein; (iv) Seller has not terminated this Agreement as permitted herein; and
(v) the Title Company has issued or is unconditionally prepared and committed to
issue to Buyer the Owner's Title Policy, Escrow Holder is authorized and
instructed at 8:00 a.m., Los Angeles time, on the scheduled Closing Date to:
(a) retain for Escrow Holder's own account funds sufficient to
reimburse Escrow Holder for its out-of-pocket costs paid to unrelated third
parties, disburse to Title Company the fees and expenses incurred in connection
with the issuance of the Owner's Title Policy, and disburse to any other persons
or entities entitled thereto the amount of any other closing costs, all in
accordance with Buyer's and Seller's settlement statements prepared by Escrow
Holder and pre-approved by the parties hereto in writing (the "CLOSING
STATEMENTS");
(b) record or file in the appropriate office any documents or
instruments necessary to remove any exceptions to title which are not Permitted
Exceptions;
(c) request that the amount of any documentary transfer tax due be
shown on separate papers and be affixed to the Deed by the County Recorder only
after the permanent record is made;
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(d) cause the Deed to be recorded in the County Recorder's Office
of Los Angeles County, California, and deliver two (2) conformed copies thereof
to each of Buyer and Seller;
(e) deliver the Purchase Price to Seller in the manner specified by
Seller in separate written instructions to Escrow Holder, as adjusted by
Seller's and Buyer's share of Prorations and costs and expenses described in
Section 9.7 above;
(f) deliver to Buyer two (2) fully executed originals or original
counterparts of each of the ▇▇▇▇ of Sale, the General Assignment and Assumption
Agreement, and the Seller's Non-Foreign Affidavit; and deliver to Seller two (2)
fully executed original counterparts of the General Assignment and Assumption
Agreement;
(g) return any remaining funds to Buyer after all payments pursuant
to the terms of this Agreement; and
(h) cause the Title Company to issue the Owner's Title Policy to
Buyer.
9.10 NOTIFICATION; CLOSING STATEMENTS. If Escrow Holder cannot comply
with the instructions herein (or as may be provided later), Escrow Holder is not
authorized to cause the recording or delivery of any documents or funds, and
Escrow Holder shall notify the parties of such fact in writing and without
delay. If such inability continues for a period of twenty (20) business days
(unless either Seller or Buyer is then in default hereunder, in which event the
provisions of Sections 9.2(b), and either 14.22(b) or 14.22(c) shall apply, and
the Deposit and any interest earned thereon shall be disbursed in accordance
with such sections), either Seller or Buyer may, upon written notice to the
other party and to Escrow Holder, demand the return of its deposits, and Escrow
Holder shall return said deposits to the respective depositor, and the rights
and obligations of the parties shall thereafter be governed by Section14.22(a).
9.11 POST-CLOSING DELIVERIES BY ESCROW HOLDER. Immediately after the
Closing, Escrow Holder shall deliver to Buyer and Seller, respectively, at their
addresses listed in Section 14.1 hereof, a true, correct, and complete copy of
the Seller's and Buyer's Closing Statements, in the form customarily prepared by
Escrow Holder, as well as all other instruments and documents to be delivered to
Buyer and Seller.
ARTICLE X
REPRESENTATIONS, WARRANTIES, AND COVENANTS
10.1 BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer represents and
warrants to Seller as follows:
(a) Buyer is a limited partnership, duly created, validly existing,
and in good standing under the laws of the State of Maryland with full right,
power, and authority to
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take title to the Property, and to enter into and otherwise perform and comply
with all the terms and conditions of this Agreement.
(b) This Agreement and all documents executed by Buyer that are to
be delivered pursuant to this Agreement are, and at the time of Closing will be,
duly authorized, executed, and delivered by Buyer; and this Agreement and all
documents executed by Buyer that are to be delivered to pursuant to this
Agreement are, and at the Closing will be, legal, valid, and binding obligations
of Buyer, enforceable in accordance with their terms (except as enforcement may
be limited by bankruptcy, insolvency or similar laws) and do not, and at the
time of Closing will not, violate any provisions of any agreement or judicial
order to which Buyer is a party or to which Buyer is subject.
(c) Except as may be expressly provided otherwise in this Agreement
or in the documents or instruments being executed and delivered in connection
with this Agreement, no representations of any kind (whether oral or written,
express or implied) have been made by the Seller to Buyer, and Buyer hereby
represents and warrants to Seller that Buyer is investing in the Property solely
in reliance on Buyer's own investigations and evaluation thereof and the
representations and warranties of Seller set forth herein, and not in reliance
on anything else.
10.2 SELLER'S REPRESENTATIONS AND WARRANTIES. Seller represents and
warrants to Buyer as follows:
(a) Seller is a Delaware limited partnership duly created, validly
existing, and in good standing under the laws of the State of Delaware, and,
subject to the rights of Seller's Limited Partners as set forth in Section 7.05
of Seller's Partnership Agreement, including, without limitation, the right to
vote to disapprove the transactions contemplated by this Agreement in accordance
with a Partnership Vote Meeting, Seller has the full right, power, and authority
to own and convey the Property and to enter into and otherwise perform and
comply with all the terms and conditions of this Agreement. Subject to such
rights of Seller's Limited Partners, the general partner of Seller has the full
right, power, and authority to bind Seller with respect to this Agreement and
the transactions contemplated hereby.
(b) Subject to the rights of Seller's Limited Partners as set forth
in Section 7.05 of Seller's Limited Partnership Agreement, including, without
limitation, the right to vote to disapprove the transactions contemplated by
this Agreement in accordance with a Partnership Vote Meeting, this Agreement and
all documents executed by Seller that are to be delivered pursuant to this
Agreement are, and at the time of Closing will be, duly authorized, executed,
and delivered by Seller, and this Agreement and all documents executed by Seller
that are to be delivered pursuant to this Agreement are, and at the time of
Closing will be, legal, valid, and binding obligations of Seller, enforceable in
accordance with their terms (except as enforcement may be limited by bankruptcy,
insolvency or similar laws) and do not,
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and at the time of Closing will not, violate any provisions of any agreement or
judicial order to which Seller is a party or to which Seller or the Property is
subject.
(c) Schedule I attached to Exhibit D to this Agreement is in all
material respects a true and complete list of all of the Leases and Contracts
currently in effect at the Real Property. To Seller's knowledge, no default has
occurred and is continuing under the Leases or the Contracts except as disclosed
in Schedule 10.2(c) attached hereto and incorporated herein by reference.
(d) Seller has not received written notice of any violation of any
law, ordinance, order or requirement of any governmental authority, agency, or
officer having jurisdiction against or affecting the Property, or with respect
to the operation thereof for its currently intended purpose, which have not
previously been complied with.
(e) To Seller's knowledge, there are no actions, investigations,
suits, or proceedings pending or threatened with respect to the Property, or the
ownership or operation thereof, or any part thereof (other than those reasonably
believed by Seller to be covered by insurance), nor any judgments, orders,
awards, or decrees currently in effect against Seller with respect to the
ownership or operation of any part of the Property, which have not been fully
discharged prior to the date hereof.
(f) To Seller's knowledge, there is no construction at the Real
Property that would give rise to a mechanic's lien.
(g) To Seller's knowledge, the Personal Property is not subject to
any encumbrances, conditional sales contracts, or other liens.
(h) Seller has not received written notice of any threatened
condemnation, expropriation, eminent domain or similar proceeding affecting all
or any part of the Real Property.
(i) Seller does not have any employees at the Medical Building or
at the Parking Structure.
(j) Seller has not committed or obligated itself to sell the
Property to any party other than Buyer.
(k) As of the Closing, there will be no contracts relating to the
Property between Seller and any entity which controls, is controlled by, or is
under common control with Seller.
(l) To Seller's knowledge, Seller has provided all environmental
information it has in its possession to Buyer.
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(m) ▇▇▇▇ ▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are the two officers of the general
partner of Seller who are most familiar with, and have primary responsibility
for, Seller's ownership and operation of the Property
(n) As used herein, the term "Seller's knowledge" shall mean the
actual knowledge of ▇▇▇▇ ▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, officers of the general partner
of Seller.
(o) As used herein, the term "Seller has not received" shall
mean neither ▇▇▇▇ ▇▇ nor ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, officers of the general partner of
Seller, has personally received such item, and neither ▇▇▇▇ ▇▇ nor ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ has actual knowledge of any partner of Seller receiving such item.
10.3 CONTINUATION AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
LIMITATIONS ON LIABILITY THEREFOR. All representations and warranties made by
the respective parties and contained in this Agreement are intended to and shall
remain true and correct as of the time of Closing, shall be deemed to be
material, and shall survive the execution and delivery of this Agreement, the
delivery of the Deed, and transfer of title to the Property, for a period of six
(6) months, and shall not be deemed to have been waived at the Closing, or
merged into any of the documents of conveyance or transfer to be delivered by
Seller at the Closing; provided, however, no person, firm, or entity shall have
any liability or obligation with respect to any representation or warranty
herein contained unless on or prior to a date which is not later than six (6)
months following the Closing Date the party seeking to assert liability under
any such representation or warranty shall have notified the other party hereto
in writing setting forth specifically the representation or warranty allegedly
breached, and a description of the alleged breach in reasonable detail. All
liability or obligation of either party hereto under any representation or
warranty shall lapse and be of no further force or effect with respect to any
matters not contained in a written notice delivered as contemplated above on or
prior to six (6) months following the Closing. Notwithstanding the foregoing,
Buyer acknowledges and agrees that: (a) Seller shall have no liability
whatsoever with respect to any representation or warranty as to which Buyer has
any actual knowledge prior to Closing that such representation or warranty made
by Seller pursuant to this Agreement or the other Documents was incorrect,
false, or misleading in any way, and (b) neither party shall have any right to
pursue remedies against the other for an untrue representation or the breach of
a warranty unless and until the actual cumulative damages of the claiming party
as a result of such incorrectness, falsity, or breach are in excess of
$100,000.00 (the aforesaid amount being a threshold for enforcement and not a
deductible from liability).
ARTICLE XI
POSSESSION
Possession of the Property shall be delivered to Buyer immediately
following the Closing, subject only to the Permitted Exceptions.
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ARTICLE XII
OPERATION OF THE PROPERTY
Regarding the operation, maintenance, and repair of the Property
between the Effective Date and the Closing Date (or earlier termination of this
Agreement): (a) Seller shall operate the Property in the ordinary course of
business, but Seller shall not be required to make any capital improvements to
the Property; (b) Seller agrees that it will not enter into any new lease or
contract with respect to any portion of the Property, or terminate or amend any
Lease or Contract except (i) with the prior written consent of Buyer (not to be
unreasonably withheld or delayed) or (ii) to the extent same is in the ordinary
course of business and is terminable upon thirty (30) calendar days notice
without penalty; (c) Seller shall not take any action, or suffer any action to
be taken in its name or on its behalf, the effect of which would cause any of
the representations or warranties of Seller herein contained to be untrue or
incorrect in any material respect on and as of the Closing Date, or which would
have the effect of causing Seller to be unable to satisfy or perform any of the
material conditions precedent to the obligations of Buyer hereunder; provided,
however, that this provision shall not apply to any Partnership Vote Meeting or
any matters arising therefrom; (d) Seller shall at all times (i) promptly
deliver to Buyer copies of any written notices received by Seller from any
person, firm, corporation, or governmental agency alleging any default on the
part of Seller under any contract or agreement relating to the Property, or any
part thereof, or any violation of any applicable law or ordinance with respect
thereto which, if the facts alleged therein were true, would constitute a breach
of any representation or warranty of Seller herein contained or adversely affect
the ability of Seller to satisfy any condition precedent to the obligations of
Buyer hereunder, and (ii) promptly advise Buyer in writing of any material
change in Seller's representations and warranties made in Section 10.2 above;
(e) Seller will not consent to, authorize, or approve any change in zoning or
similar land use classification for the Land or any part thereof; and (f) Seller
shall use commercially reasonable efforts to keep its existing policies of
insurance, or substantially equivalent policies of insurance, in full force and
effect.
ARTICLE XIII
LOSS BY CASUALTY; CONDEMNATION
13.1 DAMAGE OR DESTRUCTION. Prior to the Closing Date, the entire risk
of loss or damage to the Property by earthquake, flood, landslide, fire,
hurricane, tornado, or other casualty shall be borne by Seller. If prior to the
Closing any part of the Property is damaged by earthquake, flood, landslide,
fire, hurricane, tornado or other casualty, Seller shall promptly notify Buyer
of such fact. In the event that the estimated cost to repair any such damage
exceeds, in the aggregate, $750,000.00, Buyer shall have the right to terminate
this Agreement upon written notice to Seller within ten (10) business days of
receipt of Seller's notice of the damage, in which event this Agreement shall
terminate. In the event that Buyer elects not to timely terminate this Agreement
as a result of any such damage, or the estimated cost of repair (as reasonably
determined by Seller) does not exceed, in the aggregate, $750,000.00, Seller
shall, at the Closing, assign and turn over, and Buyer shall be entitled to
receive and keep, all insurance proceeds payable to Seller with respect to such
damage, Buyer
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shall receive a credit against the Purchase Price in the amount of any
applicable insurance deductible, and the parties shall proceed to Closing
pursuant to the terms hereof without further modification of the terms of this
Agreement.
13.2 CONDEMNATION. If prior to the Closing Date all or any portion of
the Property is taken by a condemnation or eminent domain (or is the subject of
a pending or contemplated taking which has not been consummated), Seller shall
promptly notify Buyer of such fact (the "CONDEMNATION NOTICE"). If in the
reasonable opinion of Buyer the taking materially interferes or would materially
interfere with the economic operation or use of the Property as it is operated
on the Effective Date, then Buyer may elect to terminate this Agreement by
written notice to such effect given to Seller within ten (10) business days
after receipt by Buyer of the Condemnation Notice, in which event this Agreement
shall terminate. If, under such circumstances, Buyer does not so elect to timely
terminate this Agreement, then the Closing shall take place as herein provided
without any abatement of the Purchase Price, and at the Closing Seller shall
assign and turn over to the Buyer, and Buyer shall be entitled to receive and
keep, all of Seller's right, title, and interest in and to any condemnation
award which may be payable to Seller on account of such condemnation. If, prior
to the Closing Date, one or more portions of the Real Property shall be taken
(or are threatened to be taken) by exercise of right of condemnation or eminent
domain in a manner which does not, in the reasonable opinion of Buyer,
materially interfere with the economic operation or use of the Property, then
neither party shall have any right to terminate its obligations hereunder by
reason thereof, but at the Closing Seller shall turn over and assign to Buyer
all of Seller's right, title, and interest in and to any condemnation awards
which may be payable to Seller on account of such condemnation. For purposes
hereof, the term "taking" shall include any temporary as well as permanent
taking.
ARTICLE XIV
MISCELLANEOUS
14.1 NOTICES. Any communication, notice, or demand of any kind
whatsoever that either party may be required or may desire to give to or serve
upon the other shall be in writing, addressed to the parties at the addresses
set forth below, and delivered by personal service, by Federal Express or other
overnight delivery service, by facsimile transmission, or by registered or
certified mail, postage prepaid, return receipt requested:
If to Seller: ▇▇▇▇▇▇▇ Hills Medical Office Partners, L.P.
c/o Medical Office Properties, Inc..
3 World Financial Center, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇
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With a copy to: Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Rand S. April, Esq.
Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇
If to Buyer: Arden Realty, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇,
Director of Acquisitions
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to: Christensen, Miller, Fink, Jacobs,
▇▇▇▇▇▇, Weil & ▇▇▇▇▇▇▇, LLP
2121 Avenue of the Stars, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to Escrow Holder Commerce Escrow Company
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to Title Company ▇▇▇▇▇▇▇ Title Guaranty Company
c/▇ ▇▇▇▇▇▇▇ Title of California, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇▇ and
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Any such notice shall be deemed delivered if sent as follows: (a) if
personally delivered, on the date of delivery to the address of the person to
receive such notice as evidenced by a signed receipt; (b) if sent by Federal
Express or other overnight courier service, on the date of delivery to the
address of the person to receive such notice as evidenced by a signed receipt;
(c) if sent by facsimile transmission, on the date transmitted to the person to
receive such notice if sent by 5:00 p.m., Eastern time, and on the next business
day if sent after 5:00 p.m., Eastern time; or (d) if mailed, on the date of
delivery to the address of the person to receive such notice as evidenced by a
signed receipt. Any notice sent by facsimile transmission must be confirmed by
personally delivering, sending by courier, or mailing a
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copy of the notice sent by facsimile transmission. Any party may change its
address for notice by written notice given to the other at least ten (10)
calendar days before the effective date of such change in the manner provided in
this Section 14.1.
14.2 BROKERS AND FINDERS.
(a) If and only if the sale contemplated herein actually closes (as
evidenced by the recordation of the Deed), Seller has agreed to pay a brokerage
commission to ▇▇▇▇▇▇- ▇▇▇▇▇▇▇▇ Commercial Real Estate Services, Inc., or its
designee ("BROKER") pursuant to a separate agreement with Broker. Seller shall
not pay any brokerage commission or finder's fee to any broker or finder
retained by Buyer, and Buyer shall be solely responsible for any such commission
or fee.
(b) In the event of any claim for broker's fees, finder's fees,
commissions, or other similar compensation in connection herewith: (i) Buyer, if
such claim is based upon any agreement alleged to have been made by Buyer, shall
indemnify Seller against, defend, and hold Seller harmless (using counsel
reasonably satisfactory to Seller) from any and all loss, cost, liability,
claim, damage, and expense (including, without limitation, reasonable attorneys'
fees and costs) that Seller sustains or incurs by reason of such claim; and (ii)
Seller, if such claim is based upon any agreement alleged to have been made by
Seller (including any agreement with Broker), shall indemnify Buyer against,
defend, and hold Buyer harmless (using counsel reasonably satisfactory to Buyer)
from any and all loss, cost, liability, claim, damage, and expense (including,
without limitation, reasonable attorneys' fees and costs) that Buyer sustains or
incurs by reason of such claim. The provisions of this Section 14.2(b) shall
survive the termination of this Agreement or the Closing.
14.3 ASSIGNMENT. Neither all nor any portion of Buyer's interest under
this Agreement may be sold, assigned, encumbered, conveyed, or otherwise
transferred, whether directly or indirectly, voluntarily or involuntarily, or by
operation of law or otherwise (including, without limitation, by a transfer of
any general partnership interest in Buyer) (collectively, a "TRANSFER"), without
the prior written consent of Seller, which consent may be granted or denied in
Seller's sole and absolute discretion. Any attempted Transfer without Seller's
consent shall be null and void. Buyer's request for Seller's consent to any
Transfer shall set forth in writing the details of the proposed Transfer,
including, without limitation, the name, ownership, and financial condition of
the prospective transferee and the financial details of the proposed Transfer.
In addition, Buyer shall provide Seller with copies of all Transfer
documentation, certified by Buyer to be true, correct, and complete, and with
all other information which Seller may reasonably request. No transfer by Buyer
or by Seller, whether with or without the other party's consent, shall operate
to release the transferring party or alter the transferring party's primary
liability to perform its obligations under this Agreement.
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37
14.4 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
administrators and permitted successors and assigns.
14.5 AMENDMENTS. This Agreement may be amended or modified only by a
written instrument executed by both parties.
14.6 INTERPRETATION. Words used in the singular shall include the
plural, and vice-versa, and any gender shall be deemed to include the other. The
captions and headings of the Articles and Sections of this Agreement are for
convenience of reference only, and shall not be deemed to define or limit the
provisions hereof. Further, each party hereby acknowledges that such party and
its counsel, after negotiation and consultation, have reviewed and revised this
Agreement. As such, the terms of this Agreement shall be fairly construed and
the rule of construction, to the effect that any ambiguities herein should be
resolved against the drafting party, shall not be employed in the interpretation
of this Agreement or any amendments, modifications, or exhibits hereto or
thereto.
14.7 GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of California, without
regard to its principles of conflicts of law.
14.8 ENTIRE AGREEMENT. This Agreement, including the exhibits attached
hereto, constitutes the entire agreement between Buyer and Seller pertaining to
the subject matter hereof and supersedes all prior agreements, understandings,
letters of intent, negotiations, and discussions of the parties, whether oral or
written, and there are no warranties, representations, or other agreements,
express or implied, made to either party by the other party in connection with
the subject matter hereof except as specifically set forth herein or in the
documents delivered pursuant hereto or in connection herewith.
14.9 ATTORNEYS' FEES AND COSTS. If either Buyer or Seller brings any
suit or other proceeding with respect to the subject matter or the enforcement
of this Agreement or any of the Documents, the prevailing party (as determined
by the court, agency, or other authority before which such suit or proceeding is
commenced), in addition to such other relief as may be awarded, shall be
entitled to recover reasonable attorneys' fees and costs, and costs of
investigation actually incurred. The foregoing includes, without limitation,
reasonable attorneys' fees and costs, and costs of investigation incurred in
appellate proceedings, costs incurred in establishing the right to
indemnification, or in any action or participation in, or in connection with,
any case or proceeding under Chapter 7, 11, or 13 of the Bankruptcy ▇▇▇▇, ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ Code Section 101 et seq., or any successor statutes. The
provisions of this Section 14.9 shall survive the Closing or any termination of
this Agreement.
14.10 TIME OF THE ESSENCE. Time is of the essence with respect to all
matters contemplated by this Agreement.
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38
14.11 CONFIDENTIALITY. All information, surveys, reports, tests, and
studies relating to the Property obtained by Buyer before or after the Effective
Date, either by the observations and examinations of its agents and
representatives or by Seller's disclosure, shall remain confidential. Prior to
the Closing, Buyer and Seller agree that, to the extent reasonably practical,
they shall keep the contents of this Agreement confidential and that no
publicity or press release to the general public or otherwise with respect to
this transaction shall be made by either party without the prior written consent
of the other party, which consent may be denied in the sole and absolute
discretion of either party; provided, however, that Buyer and Seller shall be
entitled to make any disclosures that either determines, in its reasonable
discretion, are necessary or desirable, to comply with requirements of the
Securities and Exchange Commission or any other governmental entity, or to be
disclosed or made available to the Limited Partners of Seller. Notwithstanding
the foregoing, nothing herein contained shall be deemed to limit or impair in
any way Seller's or Buyer's right or ability to disclose the details of the
herein contemplated transaction to their respective counsel, consultants,
advisors or accountants, provided that each such person is informed of the
confidentiality requirements hereof and agrees to abide by the same, or to such
persons as they deem necessary in order to enable either of them to comply with
any requirements of law or any court order. Moreover, nothing herein contained
shall limit or impair in any way Buyer's right or ability to disclose the
details of the herein contemplated transaction to persons or entities who in
good faith are considering providing debt or equity financing to Buyer for
purposes of this transaction, or to governmental agencies in connection with the
application by Buyer for any required license or permit, or for transfer of any
Permit from Seller and Buyer. Finally, Seller acknowledges that Buyer may
release an announcement concerning its purchase of the Property at the Closing,
and Buyer agrees that in connection with any press release by Buyer, including,
without limitation, the press release by Buyer at the Closing, Buyer will
provide an advance copy to Seller for Seller's review and approval, such review
and approval to be completed within two (2) business days of receipt thereof.
Unless the press release names Seller or any of Seller's affiliates, or contains
a misstatement of fact, (in either of which cases Seller's suggested revisions
to the press release shall be made), Buyer need not make Seller's suggested
revisions to such press release. The confidentiality provisions of this Section
14.11 shall survive the Closing.
14.12 NO WAIVER. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provision, whether or
not similar, nor shall any waiver constitute a continuing waiver. No waiver
shall be binding unless executed in writing by the party making the waiver.
14.13 FURTHER ACTS. Each party, at the request of the other, shall
execute, acknowledge (if appropriate), and deliver such additional documents,
and do such other additional acts, whether before, at, or after Closing, as may
be reasonably required in order to accomplish the intent and purposes of this
Agreement.
34
39
14.14 EXHIBITS. Exhibits A through F inclusive, and Schedule 10.2(c),
are attached hereto and incorporated herein by reference.
14.15 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to constitute an original, but all
of which when taken together shall constitute one and the same instrument, with
the same effect as if all of the parties to this Agreement had executed the same
counterpart.
14.16 NO INTENT TO BENEFIT THIRD PARTIES. Seller and Buyer do not
intend by any provision of this Agreement to confer any right, remedy, or
benefit upon any third party, and no third party shall be entitled to enforce,
or otherwise shall acquire any right, remedy, or benefit by reason of, any
provision of this Agreement.
14.17 PERFORMANCE DUE ON DAY OTHER THAN BUSINESS DAY. If the time
period for the performance of any act called for under this Agreement expires on
a Saturday, Sunday, or any other day on which banking institutions in the State
of California or in the State of New York are authorized or obligated by law or
executive order to close (a "HOLIDAY"), the act in question may be performed on
the next succeeding day that is not a Saturday, Sunday, or Holiday.
14.18 EXPENSES OF PURCHASE AND SALE. Except as otherwise provided in
this Agreement, Seller and Buyer shall each bear its own direct and indirect
expenses incurred in connection with the negotiation and preparation of this
Agreement and the consummation and performance of the transactions contemplated
hereby.
14.19 SEVERABILITY. Any provision or part of this Agreement which is
invalid or unenforceable in any situation in any jurisdiction shall, as to such
situation and such jurisdiction, be ineffective only to the extent of such
invalidity and shall not affect the enforceability of the remaining provisions
hereof or the validity or enforceability of any such provision in any other
situation or in any other jurisdiction, unless such invalidity materially
changes the transaction set forth herein, in which event the Deposit shall be
returned to Buyer and this Agreement shall terminate.
14.20 NO RECORDING. Buyer shall not record this Agreement or any notice
thereof. If such recording shall occur, Seller shall have, in addition to all
other remedies for breach provided by law, the right to terminate this Agreement
by written notice to Buyer.
14.21 QUITCLAIM. In the event of the termination of this Agreement for
any reason, Buyer shall deliver to Seller a quitclaim deed and such other
written instruments as Seller may reasonably require, executed and acknowledged
in recordable form, transferring to Seller any and all rights of Buyer in the
Property or any part thereof or interest therein; provided, however, that Seller
shall prepare any such instruments and shall pay all charges, taxes and fees
associated with recording the same.
35
40
14.22 TERMINATION OF AGREEMENT.
(a) If this Agreement is terminated pursuant to Sections 5.2(e),
6.2(c), 7.1(a), 8.1(a), 13.1, 13.2, or 14.19 hereof, or by reason of the failure
of any material condition precedent to Seller's or Buyer's obligations to occur
(other than the failure of any material condition precedent resulting from the
material uncured breach by Seller or Buyer of any of the provisions hereof,
which are addressed separately by Sections 14.22(b) and (c) below), the Deposit
(together with all interest earned on such Deposit) shall be returned to Buyer
and Escrow Holder shall return all other cash, documents, instruments, and other
items theretofore deposited into Escrow to the depositor party, without any
further instruction to Escrow Holder from either Seller or Buyer. Thereafter,
this Agreement shall be null and void and of no further force or effect and
neither party shall have any further rights or obligations hereunder, except as
provided in Sections 5.2 (a), 5.2(c), 5.2(d), 14.2(b), 14.9, and 14.11 hereof,
and other than those rights and obligations that, by their terms, survive the
termination of this Agreement. In the event of such termination, the costs of
the Title Company and Escrow Holder shall be borne equally by Buyer and Seller,
and each party shall bear its own costs (including attorneys' and accountants'
fees and costs) incurred hereunder.
(b) This Agreement may be terminated by Buyer as a result of a
material breach by Seller of any of the provisions hereof that remains uncured
for more than fifteen (15) calendar days after Buyer provides written notice to
Seller of such breach (provided, however, that if such breach cannot reasonably
be cured within said fifteen (15) calendar day period, and Seller commences to
cure such breach within said fifteen (15) calendar day period and thereafter
diligently prosecutes the same, Seller shall be entitled to sixty (60) calendar
days to complete such cure). In the event of any such termination by Buyer, the
Deposit (together with all interest earned on such Deposit) shall be delivered
to Buyer by Escrow Holder and Escrow Holder shall return all other cash,
documents, instruments, and other items theretofore deposited into Escrow to the
depositor party, without any further instruction to Escrow Holder from either
Seller or Buyer. Thereafter, this Agreement shall be null and void and of no
further force or effect and neither party shall have any further rights or
obligations hereunder, except: (i) as provided in Sections 5.2 (a), 5.2(c),
5.2(d), 14.2(b), 14.9, and 14.11 hereof, and in this Section 14.22(b); (ii)
those other rights and obligations that by their terms survive the termination
of this Agreement; and (iii) Buyer shall have the right to either (but not both)
(x) seek specific performance of this Agreement, or (y) require Seller to
promptly reimburse Buyer for the reasonable disbursements made by Buyer to
unaffiliated third-parties in connection with Buyer's negotiation of this
Agreement and due diligence investigation of the Property; provided, however,
that such reimbursement shall be made only upon Buyer's presentation to Seller
of reasonably detailed invoices evidencing such disbursements; and further
provided that in no event shall Seller be obligated to reimburse Buyer for more
than $75,000.00 of such disbursements. Upon any termination of this Agreement
pursuant to this Section 14.22 (b), the costs of the Title Company and Escrow
Holder shall be borne by Seller.
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41
(c) This Agreement may be terminated by Seller as a result of the
material breach by Buyer of any of the provisions hereof remaining uncured for
more than fifteen (15) calendar days after Seller provides written notice to
Buyer of such breach (provided, however, that if such breach cannot reasonably
be cured within said fifteen (15) calendar day period, and Buyer commences to
cure such breach within said fifteen (15) calendar day period and thereafter
diligently prosecutes the same, Buyer shall be entitled to sixty (60) calendar
days within which to complete such cure). In the event of any such termination
by Seller, the Deposit (together with all interest earned on such Deposit) shall
be delivered to Seller by Escrow Holder in accordance with Section 4.5 hereof.
Thereafter, this Agreement shall be null and void and of no further force or
effect and neither party shall have any further rights or obligations hereunder,
except: (i) as provided in Sections 5.2(a), 5.2(c), 5.2(d), 14.2(b), 14.9, and
14.11 hereof, and in this Section 14.22(c); and (ii) those other rights and
obligations that by their terms survive the termination of this Agreement. Upon
any termination of this Agreement pursuant to this Section 14.22(c), the costs
of the Title Company and Escrow Holder shall be borne by Buyer.
14.23 WAIVER OF KNOWN DEFAULTS. Notwithstanding anything to the
contrary contained in this Agreement, if either party hereto has actual
knowledge of the default of the other party (a "KNOWN DEFAULT"), but nonetheless
elects to consummate the transactions contemplated hereby and proceeds to
Closing, then the rights and remedies of the non-defaulting party shall be
waived with respect to any such Known Default upon the Closing and the
defaulting party shall have no liability with respect thereto; provided,
however, that if the non-defaulting party elects not to consummate the
transactions contemplated hereby and not to proceed to Closing, the
non-defaulting party shall retain all of its rights and remedies hereunder.
14.24 ACCESS TO RECORDS AFTER CLOSING. Seller agrees to preserve until
three (3) years after the Closing Date all records pertaining to the operation
of the Property in its hands which are not transferred to Buyer. At or prior to
Closing, Seller shall cause Manager to deliver to Buyer at the Medical Building
all records relating to the operation of the Property in Manager's possession.
Buyer agrees to preserve at the Medical Building or its business office all
records pertaining to the operation of the Property transferred by Seller, and
all other records relating to the operation of the Property prior to the
Closing, until three (3) years after the Closing Date. Where there is a
legitimate purpose not injurious to the other party (including, without
limitation, to complete the final settlement of Prorations provided for in
Section 9.6(h)), or if there is a tax inquiry or audit, other governmental
inquiry, inquiry relating to the preparation of an audit letter by an accounting
firm, or litigation or prospective litigation to which Seller or Buyer is or may
become a party making necessary Seller's access to such records of Buyer or
making necessary Buyer's access to such records of Seller, each party, as the
case may be, will allow representatives of the other party access to such
records during regular business hours at such party's place of business for the
sole purpose of obtaining information for use as aforesaid.
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42
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date above.
"SELLER"
▇▇▇▇▇▇▇ HILLS MEDICAL OFFICE PARTNERS, L.P.,
a Delaware limited partnership
By: Medical Office Properties, Inc.,
a Delaware corporation
Its: General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Print Title: President
"BUYER"
ARDEN REALTY LIMITED PARTNERSHIP,
a Maryland limited partnership
By: Arden Realty, Inc.,
a Maryland corporation
Its: General Partner
By:
-------------------------------------
Print Name:
Print Title:
ACCEPTED AND AGREED TO
on this 1 day of December, 1997:
"ESCROW HOLDER"
COMMERCE ESCROW COMPANY,
a California corporation
By: /s/ L Chi
----------------------------
Print Name: L. Chi
Print Title: Escrow Officer
38
43
EXHIBIT A
LEGAL DESCRIPTION
All that certain real property, a portion of which is situated in the City of
West Hollywood and a portion of which is situated in the City of Los Angeles,
and all of which is situated in the County of Los Angeles, State of California,
described as follows:
A-1
44
DESCRIPTION: THE LAND REFERRED TO HEREIN IS SITUATED IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
▇▇▇▇ ▇ ▇▇▇ ▇, ▇▇▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ THE CITY OF LOS ANGELES AND PARTLY IN
THE CITY OF WEST HOLLYWOOD, AS PER MAP FILED IN BOOK 1010, PAGES 80 AND 81 OF
MAPS, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS A WHOLE AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE CENTERLINE OF SUNSET BOULEVARD, 90 FEET
WIDE, WITH THE CENTERLINE OF ▇▇▇▇ AVENUE, 50 FEET WIDE, AS BOTH STREETS ARE
SHOWN ON SAID MAP OF TRACT NO. 41894, THENCE ALONG SAID CENTERLINE OF SUNSET
BOULEVARD, NORTH 89 DEGREES 43' 41" WEST 144.62 FEET; THENCE LEAVING SAID
CENTERLINE, NORTH 0 DEGREES 33' 45" EAST 44.99 FEET TO A POINT IN THE NORTHERLY
LINE OF SAID SUNSET BOULEVARD, SAID POINT BEING ALSO THE SOUTH EASTERLY CORNER
OF SAID LOT 1 AND THE POINT OF BEGINNING; THENCE ALONG THE EASTERLY LINE OF SAID
LOT, NORTH 0 DEGREES 33' 45" EAST 105.01 FEET; THENCE SOUTH 89 DEGREES 43' 41"
EAST 4.00 FEET; THENCE CONTINUING ALONG SAID EASTERLY LINE AND THE EASTERLY LINE
OF SAID ▇▇▇ ▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇' ▇▇" ▇▇▇▇ 120.82 FEET TO THE NORTHEASTERLY
CORNER OF SAID LOT 2; THENCE ALONG THE NORTHERLY LINE OF SAID LOT 2, SOUTH 89
DEGREES 56' 16" WEST 29.94 FEET; THENCE NORTH 48 DEGREES 24' 39" WEST 59.22
FEET; THENCE NORTH 69 DEGREES 40' 04" WEST 9.97 FEET TO A POINT IN A NON-TANGENT
CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 74.02 FEET (A RADIAL LINE OF SAID
CURVE TO SAID POINT BEARS SOUTH 69 DEGREES 36' 24" EAST) ; THENCE SOUTHWESTERLY
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 59 DEGREES 53' 49" A DISTANCE OF
77.38 FEET; THENCE TANGENT TO SAID CURVE, SOUTH 80 DEGREES 17' 25" WEST 97.42
FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF
173.59 FEET; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 22
DEGREES 08' 29" A DISTANCE OF 67.08 FEET; THENCE TANGENT TO SAID CURVE, NORTH 77
DEGREES 34' 06" WEST 31.48 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
SOUTHEASTERLY, HAVING A RADIUS OF 22.00 FEET; THENCE SOUTHWESTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 108 DEGREES 09' 50" A DISTANCE OF 41.53 FEET TO
THE WESTERLY LINE OF SAID LOT 2; THENCE TANGENT TO SAID CURVE, SOUTH 5 DEGREES
43' 56" EAST 73.02 FEET TO A POINT IN A NON-TANGENT CURVE CONCAVE WESTERLY
HAVING A RADIUS OF 111.66 FEET (A RADIAL LINE OF SAID CURVE TO SAID POINT BEARS
NORTH 84 DEGREES 58' 41" 'EAST) , SAID POINT BEING ALSO THE NORTHWESTERLY CORNER
OF SAID LOT 1; THENCE SOUTHERLY ALONG SAID WESTERLY LINE AND SAID NON-TANGENT
CURVE THROUGH A CENTRAL ANGLE OF 5 DEGREES l7' 52" A DISTANCE OF 10.32 FEET;
THENCE TANGENT TO SAID CURVE SOUTH 0 DEGREES 16' 33" WEST 110.00 FEET
45
TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF
10.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90
DEGREES 00' 14" A DISTANCE OF 15.71 FEET TO THE SOUTHERLY LINE OF SAID LOT 1,
THENCE ALONG SAID SOUTHERLY LINE TANGENT TO SAID CURVE, SOUTH 89 DEGREES 43' 41"
EAST 143.08 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY HAVING A
RADIUS OF 657.20 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 8 DEGREES 39' 50" A DISTANCE OF 99.38 FEET TO THE BEGINNING OF A REVERSE
CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 657.20 FEET; THENCE EASTERLY ALONG
SAID CURVE THROUGH A CENTRAL ANGLE OF 8 DEGREES 18' 55" A DISTANCE OF 95.38 FEET
TO THE POINT OF BEGINNING.
46
EXHIBIT B
FORM OF GRANT DEED
[See Following Pages]
B-1
47
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Christensen, Miller, Fink, Jacobs,
▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇, LLP
2121 Avenue of the Stars, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
------------------------------------------------------------------------------
(Space Above Line For Recorder's Use Only)
GRANT DEED
The undersigned Grantor declares that documentary transfer tax
is not shown pursuant to Section 11932 of the California Revenue and Taxation
Code, as amended.
FOR VALUE RECEIVED, ▇▇▇▇▇▇▇ HILLS MEDICAL OFFICE PARTNERS,
L.P., a Delaware limited partnership, formerly known as ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Hills
Medical Office Partners, L.P., a Delaware limited partnership, grants to ARDEN
REALTY LIMITED PARTNERSHIP, a Maryland limited partnership ("GRANTEE"), all of
its right, title, and interest in and to the land situated in the Cities of West
Hollywood and Los Angeles, County of Los Angeles, State of California, and more
particularly described in Exhibit A attached hereto and incorporated herein by
reference (the "LAND"), and the buildings, structures, improvements, fixtures,
and appurtenances located thereon (collectively, the "IMPROVEMENTS").
THE LAND AND THE IMPROVEMENTS ARE CONVEYED TO GRANTEE
SUBJECT TO: (a) all liens, encumbrances, easements, covenants, conditions,
restrictions, and other matters of record; (b) all matters that would be
revealed or disclosed in an accurate survey or by a physical inspection of the
Land and the Improvements; (c) interests of the parties listed on Schedule I
attached hereto and incorporated herein by reference that are in possession of
the Land or the Improvements; and (d) all liens not yet delinquent for taxes for
real property, and all non-delinquent general or special assessments against the
Land or the Improvements.
B-2
48
IN WITNESS WHEREOF, the undersigned has executed this Grant
Deed as of [_____], 1997.
"SELLER"
▇▇▇▇▇▇▇ HILLS MEDICAL OFFICE PARTNERS, L.P.,
a Delaware limited partnership
By: Medical Office Properties, Inc.,
a Delaware corporation
Its: General Partner
By: ______________________________
Print Name:_______________________
Print Title:_______________________
B-3
49
STATE OF __________ )
: ss.
COUNTY OF _________ )
On the ____ day of __________, 199_, before me, __________
_____________________________________________, personally appeared
_____________________________________________________________________
[ ] personally known to me or [ ] proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
__________________________
(SEAL)
B-4
50
EXHIBIT A TO GRANT DEED
LEGAL DESCRIPTION
All that certain real property, a portion of which is situated in the City of
West Hollywood and a portion of which is situated in the City of Los Angeles,
and all of which is situated in the County of Los Angeles, State of California,
described as follows:
B-5
51
DESCRIPTION: THE LAND REFERRED TO HEREIN IS SITUATED IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
▇▇▇▇ ▇ ▇▇▇ ▇, ▇▇▇▇▇ ▇▇. ▇▇▇▇▇, PARTLY IN THE CITY OF LOS ANGELES AND PARTLY IN
THE CITY OF WEST HOLLYWOOD, AS PER MAP FILED IN BOOK 1010, PAGES 80 AND 81 OF
MAPS, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS A WHOLE AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE CENTERLINE OF SUNSET BOULEVARD, 90 FEET
WIDE, WITH THE CENTERLINE OF ▇▇▇▇ AVENUE, 50 FEET WIDE, AS BOTH STREETS ARE
SHOWN ON SAID MAP OF TRACT NO. 41894, THENCE ALONG SAID CENTERLINE OF SUNSET
BOULEVARD, NORTH 89 DEGREES 43' 41" WEST 144.62 FEET; THENCE LEAVING SAID
CENTERLINE, NORTH 0 DEGREES 33' 45" EAST 44.99 FEET TO A POINT IN THE NORTHERLY
LINE OF SAID SUNSET BOULEVARD, SAID POINT BEING ALSO THE SOUTHEASTERLY CORNER OF
SAID LOT 1 AND THE POINT OF BEGINNING; THENCE ALONG THE EASTERLY LINE OF SAID
LOT, NORTH 0 DEGREES 33' 45" EAST 105.01 FEET; THENCE SOUTH 89 DEGREES 43' 41"
EAST 4.00 FEET; THENCE CONTINUING ALONG SAID EASTERLY LINE AND THE EASTERLY LINE
OF SAID ▇▇▇ ▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇' ▇▇" ▇▇▇▇ 120.82 FEET TO THE NORTHEASTERLY
CORNER OF SAID LOT 2; THENCE ALONG THE NORTHERLY LINE OF SAID LOT 2, SOUTH 89
DEGREES 56' 16" WEST 29.94 FEET; THENCE NORTH 48 DEGREES 24' 39" WEST 59.22
FEET; THENCE NORTH 69 DEGREES 40' 04" WEST 9.97 FEET TO A POINT IN A NON-TANGENT
CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 74.02 FEET (A RADIAL LINE OF SAID
CURVE TO SAID POINT BEARS SOUTH 69 DEGREES 36' 24" EAST); THENCE SOUTHWESTERLY
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 59 DEGREES 53' 49" A DISTANCE OF
77.38 FEET; THENCE TANGENT TO SAID CURVE, SOUTH 80 DEGREES 17' 25" WEST 97.42
FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF
173.59 FEET; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 22
DEGREES 08' 29" A DISTANCE OF 67.08 FEET; THENCE TANGENT TO SAID CURVE, NORTH 77
DEGREES 34' 06" WEST 31.48 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
SOUTHEASTERLY, HAVING A RADIUS OF 22.00 FEET; THENCE SOUTHWESTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 108 DEGREES 09' 50" A DISTANCE OF 41.53 FEET TO
THE WESTERLY LINE OF SAID LOT 2; THENCE TANGENT TO SAID CURVE, SOUTH 5 DEGREES
43' 56" EAST 73.02 FEET TO A POINT IN A NON-TANGENT CURVE CONCAVE WESTERLY
HAVING A RADIUS OF 111.66 FEET (A RADIAL LINE OF SAID CURVE TO SAID POINT BEARS
NORTH 84 DEGREES 58' 41" EAST), SAID POINT BEING ALSO THE NORTHWESTERLY CORNER
OF SAID LOT 1; THENCE SOUTHERLY ALONG SAID WESTERLY LINE AND SAID NON-TANGENT
CURVE THROUGH A CENTRAL ANGLE OF 5 DEGREES 17' 52" A DISTANCE OF 10.32 FEET;
THENCE TANGENT TO SAID CURVE SOUTH 0 DEGREES 16" 33" WEST 110.00 FEET
52
TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF
10.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90
DEGREES 00' 14" A DISTANCE OF 15.71 FEET TO THE SOUTHERLY LINE OF SAID LOT 1,
THENCE ALONG SAID SOUTHERLY LINE TANGENT TO SAID CURVE, SOUTH 89 DEGREES 43' 41"
EAST 143.08 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY HAVING A
RADIUS OF 657.20 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 8 DEGREES 39' 50" A DISTANCE OF 99.38 FEET TO THE BEGINNING OF A REVERSE
CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 657.20 FEET; THENCE EASTERLY ALONG
SAID CURVE THROUGH A CENTRAL ANGLE OF 8 DEGREES 18' 55" A DISTANCE OF 95.38 FEET
TO THE POINT OF BEGINNING.
53
SCHEDULE I TO GRANT DEED
PARTIES IN POSSESSION
B-6
54
RENT ROLL
Date: 11/20/97 Page: 1
Owner Name: ▇▇▇▇▇▇▇ Sunset Medical Bldg.
Property Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇.
Property Number: 0680
Square Lease Security
Exhibit Number Occupant Name Feet Begin Deposit
-------------- ----------------------------- ------ -------- --------
0680- 100 -- Vacant -- 1,227 0.00
0680- 101 Hamburger Hamlet 2,030 0.00
0680- 102 -- Vacant -- 1,978 0.00
0680- 103 ▇▇▇▇▇▇ & Converse 858 0.00
0680- 104 -- Vacant -- 638 0.00
0680- 105 -- Vacant -- 872 0.00
0680- 106 -- Vacant -- 3,400 0.00
0680- 107 -- Vacant -- 3,022 0.00
0680- 108 -- Vacant -- 232 0.00
0680- 110 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, M.D. 2,358 09/01/87 3,010.00
0680- 111 -- Vacant -- 603 0.00
0680- 112 -- Vacant -- 265 0.00
0680- 200 ▇▇▇▇▇ & Sack, D.D.S.'s 2,433 04/25/95 3,463.27
0680- 201 -- Vacant -- 1,401 0.00
0680- 202 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, M.D. 3,404 03/01/92 2,493.00
0680- 204 -- Vacant -- 574 0.00
0680- 205 ▇▇▇▇▇▇▇ Ellenbogan, M.D. 409 03/01/97 0.00
0680- 207 Office of the Building 1,171 0.00
0680- 208 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, D.D.S. 1,052 09/01/91 2,690.25
0680- 209 -- Vacant -- 509 0.00
0680- 212 ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, M.D.'s 3,036 02/01/97 2,100.00
0680- 214 ▇▇▇▇▇▇▇▇▇ & Mihranian, M.D.'s 2,945 07/01/97 8,179.73
0680- 215 Custodian Room 300 0.00
0680- 217 Pump Room 122 0.00
0680- 301 -- Vacant -- 609 0.00
0680- 303 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S. 1,143 12/18/95 2,457.45
0680- 305 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, M.D. 4,623 03/01/88 3,400.00
0680- 306 -- Vacant -- 1,899 0.00
0680- ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇. 1,348 09/01/88 3,514.88
0680- 310 ▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D. 459 03/01/95 1,101.60
To be updated at Closing
55
RENT ROLL
Page: 2
Date: 11/20/97
Owner Name: ▇▇▇▇▇▇▇ Sunset Medical Bldg.
Property Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇.
Property Number: 0680
Square Lease Security
Unit Number Occupant Name Feet Begin Deposit
----------- ------------- ----- -------- --------
0680- 312 -- Vacant -- 2,254 0.00
0680- 315 ▇▇▇▇ ▇▇▇▇, D.D.S. 1,049 05/01/97 3,241.35
0680- 317 -- Vacant -- 1,615 0.00
0680- 401 ▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D. Inc. 1,229 04/01/89 3,225.60
0680- 404 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D. 605 06/20/96 1,452.00
0680- 405 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D. 4,106 03/20/95 9,649.10
0680- 406 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D. 2,032 12/15/96 4,876.80
0680- 408 ▇▇▇▇▇▇ ▇. ▇▇▇▇, M.D. 1,516 01/01/96 2,760.00
0680- 414 -- Vacant -- 2,956 0.00
0680- 415 ▇▇▇▇ ▇. ▇▇▇▇▇, D.D.S., Inc. 1,166 11/01/91 4,151.22
0680- 418 -- Vacant -- 1,502 0.00
0680- 500 -- Vacant -- 880 0.00
0680- 501 ▇▇▇ ▇▇▇▇▇▇, D.D.S. 889 08/15/90 2,822.66
0680- 502 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S. 1,342 01/01/91 7,315.00
▇▇▇▇- ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 1,852 06/01/90 5,421.53
0680- 506 -- Vacant -- 1,003 0.00
0680- 508 -- Vacant -- 704 0.00
0680- 510 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, M.D. 2,449 07/26/93 6,608.25
0680- 511 -- Vacant -- 425 0.00
0680- 512 -- Vacant -- 2,252 0.00
0680- 514 -- Vacant -- 634 0.00
0680- 515 -- Vacant -- 544 0.00
0680- 516 ▇▇▇▇▇▇ ▇▇▇▇, M.D. 1,523 09/01/88 0.00
0680- 518 -- Vacant -- 615 0.00
0680- 601 ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, D.D.S. 1,466 07/01/87 3,466.75
0680- 602 -- Vacant -- 1,439 0.00
0680- 605 ▇▇▇ ▇▇▇▇▇▇, M.D. 1,922 0.00
0680- 606 ▇▇▇▇▇ ▇. ▇▇▇▇, M.D. 538 02/01/91 1,328.86
0680- 609 -- Vacant -- 2,824 0.00
0680- 611 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, M.D. 1,923 03/01/89 5,582.40
56
RENT ROLL Page: 3
Date: 11/20/97
Owner Name: ▇▇▇▇▇▇▇ Sunset Medical Bldg.
Property Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇.
Property Number: 0680
Square Lease Security
Unit Number Occupant Name Feet Begin Deposit
=========== ============================ ====== ===== ========
0680- 615 ▇▇▇▇▇ ▇▇▇▇▇ 792 05/15/97 1,500.00
0680- 616 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D 3,206 01/01/93 10,179.70
0680- 618 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, D.M.D., D.D.S. 1,004 09/01/85 2,388.75
0680- 701 -- Vacant -- 1,450 0.00
0680- 703 -- Vacant -- 521 0.00
0680- 705 Health Source Management Group 2,862 04/01/94 8,279.67
0680- 708 ▇▇▇▇▇ & ▇▇▇▇▇▇, M.D.'s 2,073 08/01/93 592.45
0680- 710 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, D.D.S. 1,308 11/01/90 3,614.75
0680- 711 -- Vacant -- 1,239 0.00
0680- 713 -- Vacant -- 494 0.00
0680- 714 -- Vacant -- 798 0.00
0680- 715 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, D.D.S. 1,051 09/01/96 3,276.00
0680- 716 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, D.M.D. 781 09/01/97 1,913.45
0680- 718 -- Vacant -- 837 0.00
0680- 801 -- Vacant -- 819 0.00
0680- ▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇.▇.▇. 934 10/01/94 2,615.20
0860- 805 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D., Inc. 2,982 10/05/92 7,604.08
0680- 806 -- Vacant -- 446 0.00
0680- 808 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, M.D. 1,163 08/01/91 3,603.60
0680- 809 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M .D. 2,466 04/01/92 13,192.22
0680- 811 -- Vacant -- 717 0.00
0680- 812 -- Vacant -- 1,040 0.00
0680- 814 ▇▇▇▇▇ ▇▇▇▇▇, M.D. 1,878 03/01/97 1,064.70
0680- 815 ▇▇▇▇ Reims, D.D.S. 1,149 09/01/89 2,371.00
0680- 818 ▇▇▇▇▇ ▇▇▇▇▇, D.M.D. 1,519 03/11/91 1,680.33
0680- 901 ▇▇▇▇ ▇▇▇▇▇▇, D.D.S., M.S. 1,653 01/01/97 0.00
0680- 902 ▇▇▇▇▇▇ ▇▇▇▇▇, D.D.S. 460 09/15/97 0.00
0680- 903 ▇▇▇▇▇▇ ▇▇▇▇▇, D.D.S. 799 06/01/88 0.00
0680- 905 -- Vacant -- 1,844 0.00
0680- 906 ▇▇▇▇ ▇. ▇▇▇▇▇, M.D. 1,372 05/01/96 3,327.10
57
RENT ROLL Page: 4
Date: 11/20/97
Owner Name: ▇▇▇▇▇▇▇ Sunset Medical Bldg.
Property Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇.
Property Number: 0680
Square Lease Security
Unit Number Occupant Name Feet Begin Deposit
---------- ------------- ----- -------- --------
0680 908 Hirbod/▇▇▇▇ ▇▇▇▇▇▇▇▇, D.S.S. 1,094 0.00
0680 909 Hirbod/▇▇▇▇ ▇▇▇▇▇▇▇▇, D.D.S. 678 01/01/96 5,022.00
0680 910 ▇▇▇▇ ▇▇▇▇▇, M.D. 2,071 05/01/95 5,801.25
0680 912 ▇▇▇▇▇ ▇. ▇▇▇▇▇, D.D.S. 2,448 04/07/94 6,316.00
0680 914 ▇▇▇▇ ▇. ▇▇▇▇, D.D.S. 1,055 11/01/90 3,196.22
0680 915 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, D.D.S., Inc. 672 08/01/89 377.00
0680 917 ▇▇▇▇▇▇ ▇▇▇▇▇▇, M.D. 962 03/01/88 1,577.67
0680 GF1 ▇▇▇▇▇ Fargo Bank 6,749 09/01/81 0.00
0680 ▇▇▇ ▇▇▇▇▇▇ & Converse 1,297 01/01/82 0.00
0680 GF3 ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇, O.D.'s 1,298 06/15/96 2,466.20
0680 GF4 Hamburger Hamlet of Sunset 8,321 01/01/85 4,500.00
0680 200A ▇▇▇▇▇ & Sack, D.D.S.'s 0 08/16/96 0.00
0680 204A ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, M.D. 287 03/01/92 0.00
0680 215A Building Engineer Room 125 0.00
0680 705A Health Source Management Group 605 02/01/95 0.00
0680 712A -- Vacant -- 550 0.00
0680 712B ▇▇▇ ▇▇▇▇▇, M.D. 542 10/01/96 1,287.00
0680 GARAGE Ampco Auto Parks 0 10/01/86 0.00
------- -----------
Building Total: 158,585 $192,038.04
------- -----------
Property total: 158,585 $192,038.04
======= ===========
58
EXHIBIT C
FORM OF ▇▇▇▇ OF SALE
[See Following Pages]
C-1
59
▇▇▇▇ OF SALE
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, ▇▇▇▇▇▇▇ HILLS MEDICAL OFFICE PARTNERS, L.P., a Delaware
limited partnership ("SELLER"), does hereby sell and transfer to ARDEN REALTY
LIMITED PARTNERSHIP, a Maryland limited partnership ("BUYER"), all of Seller's
right, title, and interest in and to the personal property, inventory,
furniture, fixtures, and equipment (collectively, the "PERSONAL PROPERTY") owned
by Seller, located at, and used for the operation, maintenance, or management of
the "MEDICAL BUILDING AND PARKING STRUCTURE" (as hereafter defined), including,
without limitation, the personal property described on Schedule I attached
hereto, but expressly excluding, without limitation, any and all personal
property leased by Seller under the contracts described on Schedule II attached
hereto, and any and all personal property owned or leased by ▇▇▇▇ Management
Company, L.P., AMPCO Auto Parks, Inc., invitees of the tenants at the Medical
Building and Parking Structure, tenants under Leases at the Medical Building and
Parking Structure, and suppliers, contractors, and vendors serving the Medical
Building and Parking Structure. The "MEDICAL BUILDING AND PARKING STRUCTURE"
shall mean and refer to that certain property commonly known as the "▇▇▇▇▇▇▇
Sunset Medical Building," together with the parking structure associated
therewith, located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Los
Angeles, California.
Seller represents and warrants to Buyer that, to the best knowledge of
▇▇▇▇ ▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, officers of the general partner of Seller, the
Personal Property is not subject to any encumbrances, conditional sales
contracts or other liens. Seller has not made and does not make any
representations or warranties of any kind whatsoever, oral or written, express
or implied, with respect to the condition any of the Personal Property or any
related matters (including, without limitation, any representation or warranty
of merchantability or fitness for a particular purpose) and the Personal
Property is sold to Buyer in its present "AS IS, WHERE IS" condition.
By its acceptance of this ▇▇▇▇ of Sale and the Personal Property, Buyer
hereby acknowledges receipt of the Personal Property, and further acknowledges
that Buyer is receiving such Personal Property in its present "AS IS, WHERE IS"
condition without recourse or representation or warranty of any kind whatsoever
as to the condition thereof or any related matters (including, without
limitation, any representation or warranty of merchantability or fitness for a
particular purpose).
This ▇▇▇▇ of Sale shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, legal representatives, successors,
and assigns.
This ▇▇▇▇ of Sale shall be governed by and construed and enforced in
accordance with the laws of the State of California, without regard to its
principles of conflicts of law.
C-2
60
IN WITNESS WHEREOF, Seller has executed this ▇▇▇▇ of Sale as of
[___________________], 1997.
"SELLER"
▇▇▇▇▇▇▇ HILLS MEDICAL OFFICE PARTNERS, L.P.,
a Delaware limited partnership
By: Medical Office Properties, Inc.,
a Delaware corporation
Its: General Partner
By: _______________________________
Print Name: _______________________
Print Title:_______________________
C-3
61
SCHEDULE I TO ▇▇▇▇ OF SALE
DESCRIPTION OF CERTAIN PERSONAL PROPERTY
C-4
62
▇▇▇▇▇▇▇ SUNSET MEDICAL BUILDING
Office Inventory
as of November 20, 1997
---------------------------------------------------------------------
ITEM NUMBER
---------------------------------------------------------------------
Alphamate, Motorola - Paging Console 1
---------------------------------------------------------------------
Binder, Electric 1
---------------------------------------------------------------------
Blueprint Rack 1
---------------------------------------------------------------------
Bookshelf 1
---------------------------------------------------------------------
Chair, Highback 2
---------------------------------------------------------------------
Chair, Lowback 13
---------------------------------------------------------------------
Chair, Swivel 3
---------------------------------------------------------------------
Chair, Straightback 2
---------------------------------------------------------------------
Coffee Maker 2
---------------------------------------------------------------------
Computer, 386 (Management Office - PM) 1
---------------------------------------------------------------------
Computer, 486 (Engineering - EMS) 1
---------------------------------------------------------------------
Computer, Pentium 120 (Management Office - PA) 1
---------------------------------------------------------------------
Conference Table 2
---------------------------------------------------------------------
Credenza 2
---------------------------------------------------------------------
Desk, Office 6
---------------------------------------------------------------------
End Table 3
---------------------------------------------------------------------
Fax Machine 1
---------------------------------------------------------------------
File Cabinet, 2 Drawer 4
---------------------------------------------------------------------
File Cabinet, 4 Drawer 4
---------------------------------------------------------------------
Label Printer, P-Touch 1
---------------------------------------------------------------------
Lamp 1
---------------------------------------------------------------------
Microwave (GE) 1
---------------------------------------------------------------------
Misc. Marketing Supplies N/A
---------------------------------------------------------------------
Misc. Office Supplies N/A
---------------------------------------------------------------------
Paintings 10
---------------------------------------------------------------------
Printer Cart 1
---------------------------------------------------------------------
Printer, HP Laserjet III 1
---------------------------------------------------------------------
Projection Screen 1
---------------------------------------------------------------------
Radio, 2-Way w/Chargers 8
---------------------------------------------------------------------
Refrigerator, Small 2
---------------------------------------------------------------------
Safe, Small 1
---------------------------------------------------------------------
Telephone Multiline (AT&T BIS-22D System) 7
---------------------------------------------------------------------
TV, small 1
---------------------------------------------------------------------
Typewriter, Electric (IBM Wheelwriter II, Series 10) 1
---------------------------------------------------------------------
General Notes:
(1) Inventory includes Property Management Office (Suite 207),
Conference Room (Suite 204) and Engineering Office (Suite 216).
(2) The Management Office includes a Konica 2020 copier. It was leased from
7/93-7/97. It is now being rented on a month-to-month basis. The equipment can
be turned in for a new copier with written 30 day notice.
(3) The computer currently used by the Property Manager is owned by ▇▇▇▇
Management Company. It will be removed from the property when the ownership
change occurs. The computer listed above will be put back into operation when
the ownership change occurs.
To be updated at Closing
63
▇▇▇▇▇▇▇ SUNSET MEDICAL BUILDING
Building Tool & Materials Inventory
as of November 20, 1997
I. HVAC RELATED TOOLS
A. Refrigerant Recycling Unit
Make: CPS Products
Model: R0036
Accessories: 2 250# refrigerant cylinders
1 50# refrigerant cylinder
B. Vacuum Pump
Make: JB Industries
Model: IQD48C17D380A P
C. Oil Pump
Make: ▇▇▇▇▇
D. Refrigerant Leak Detector (Halogen)
Make: TIF
Model: ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇▇ Leak Detector
Make: ▇▇▇▇▇▇▇ Controls
Model: RLD-H10G
F. Infrared Temperature Probe
Make: Fluke
Model: 80PK-1R
G. Air Balometer
Make: Alnor
Model: ▇▇▇-▇▇▇-▇▇▇
Serial: BR10111
H. 24 Hour Dial Temperature Recorder
Make: ▇▇▇▇▇▇▇
Model: SC4-100-B-24
Serial: 282375
I. Receiver Controller Calibrator
Make: MCC Powers
Model: 019301
J. Tachometer
Make: Monarch
Page 1
To be updated at Closing
64
▇▇▇▇▇▇▇ SUNSET MEDICAL BUILDING
Building Tool & Materials Inventory
as of November 20, 1997
K. Refrigerant Tester
Make: Turbo Torch
Model: P250-580
Serial: GA49458
II. PLUMING TOOLS
A. Mapgas Torch
Make: Turbo Torch
Model: STK-R
B. Power Snake
Make: Marco
Model: Powerpak 60
Serial: A23226
C. Chain Pipe Cutter
Make: ▇▇▇▇▇▇▇
D. 1/8"-2" Pipe Cutter
Make: ▇▇▇▇▇▇▇▇▇▇▇▇
Model: 7.0045
E. 1 7/8"-4 1/2" Pipecutter
Make: Rigid
Model: 154
F. 2 1/2"-4" Pipecutter (four wheel)
Make: Rigid
Model: N44-S
G. Main Water Key
H. 18" Aluminum Pipe Wrench
Make: Rigid
I. PVC Cutter
III. POWER TOOLS - GENERAL
A. 7" Bench Grinder
Make: Dayton
Model: 4Z908B
Page 2
65
▇▇▇▇▇▇▇ SUNSET MEDICAL BUILDING
Building Tool & Materials Inventory
as of November 20, 1997
B. Power Planer
Make: Makita
Model: 1900B
Serial: 1594153E
C. Electric 16 GA, Shear
Make: Milwaukee
Model: 6805
Serial: 709-13760
D. 3/8" Electric Drill (Keyless ▇▇▇▇▇)
Make: Milwaukee
Model: 0224-1
Serial: 0574225331
E. Belt Sander
Make: Ryobi
Model: BE321
Serial: 024254 8939
F. 7 1/4" Circular Saw
Make: Black & ▇▇▇▇▇▇
Model: 7392
G.Sawzall Reciprocating Saw
Make: Milwaukee
Model: 6511
Serial: 4601150336
H. 1/2" Drill (Keyless ▇▇▇▇▇)
Make: Milwaukee
Model: 0239-1
Serial: 756B7494230183
I. 3/8" Angle Drill
Make: Makita
Model: DA3000R
Serial: 201505E
J. Shop Vacuum Wet/Dry, 2 1/2 HP
Make: Shop Vac
Model: 464A
Page 3
66
▇▇▇▇▇▇▇ SUNSET MEDICAL BUILDING
Building Tool & Materials Inventory
as of November 20, 1997
IV. TOOLS - SPECIALTY
A. Key Cutting Machine
Make: Speedex
Model: 916MC
Serial: 3473
B. Pressure Washer
Make: Chore Washer
Serial: 200970
C. Gravity Feed Sand Blaster
Make: ALC
Model:
Serial: F-90
D. Soldering Iron
Make: ▇▇▇▇▇▇
Model: 8200
E. Megohmeter
Make: TIF
Model: IT990
F. Powder Actuated Nail Gun
Make: Hilti
Model: DX36M
Serial: 05/239431/92
G. Airless Paint Sprayer
Make: ▇▇▇▇▇
Model: 100
H. Lock Out Kit and Case
I. Hepa Vacuum
Make: Hako Minuteman
Model: C83985-01
Serial: 81901472
Page 4
67
▇▇▇▇▇▇▇ SUNSET MEDICAL BUILDING
Building Tool & Materials Inventory
as of November 20, 1997
V. ELECTRICAL TOOLS (Electric)
A. Conduit Bending Handle
Make: Ideal
Accessories 1/2" Bending Head
3/4" Bending Head
B. 100' Fish Tape and Leader (Two)
C. 1/2" ▇▇▇▇▇▇▇▇ Punch
D. 3/4" ▇▇▇▇▇▇▇▇ Punch
VI. GENERAL HAND TOOLS
A. Rechargeable 1/4" Drill
Make: Milwaukee
B. 5/8" Capacity Bolt Center
Make: Hit
C. Assorted Sheet Metal Tools
1. Right handed aviation snips
2. Left handed aviation snips
3. Hn-1 nibbler
4. HC-5 crimpers
5. Seaming tool
6. KD cutting shears
D. Rechargeable Screwdriver
Make: Skil
Model: 2210
E. 13 Piece Long Hex Key Set (▇▇▇▇▇ Wrenches)
Make:
Model:
Serial:
F. 12 Piece Socket Set 5/6"-7/8"
Make: Master Mechanic
G. 3/8" Bolt Cutters
Make: Hit
H. 5 lb. ▇▇▇▇▇▇ ▇▇▇▇▇▇
Page 5
68
▇▇▇▇▇▇▇ SUNSET MEDICAL BUILDING
Building Tool & Materials Inventory
as of November 20, 1997
I. ▇▇" ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
J. 48" Straight Edge
K. 25' Drop Lights (Two)
L. 100' Orange Extension Cords (Two)
M. 25' Orange Extension Cord
N. 100' Blue Extension Cord
O. 50' Pneumatic Hoses (Two)
P. Pneumatic Tire Accessory
Q. 3 Jaw 7 1/2 Ton Puller
R. 24" Level
S. Paint Edging Tool
T. Box of Miscellaneous Drill Bits
U. Drill Index
V. Paint Trays (Two)
W. Paint Roller Handles (Three)
X. Dry Wall Mud Box
Y. Peltor Hearing Protection (Three)
Z. Rubber Aprons (Two)
AA. 18" Rubber Gloves (Two Sets)
BB. Full Face Mask
CC. Goggles (Two)
DD. Grease Gun
EE. Caulking Guns (Two)
Page 6
69
▇▇▇▇▇▇▇ SUNSET MEDICAL BUILDING
Building Tool & Materials Inventory
as of November 20, 1997
FF. 50' Black Garden Hose
GG. 75' Green Garden Hose
HH. ▇▇▇▇▇▇ 2.75 Gallon Hand Sprayer
II. 6' Fiberglass Ladder
JJ. 8' Fiberglass Ladder
KK. Fiberglass Extension Ladder
LL. Poprivit Gun
MM. 8' Rigging Strap
NN. Window Washers Harness
OO. Suction Cup
PP. One Ton Come Along
QQ. 8' Rigging Strap (Nylon)
RR. 4' Rigging Strap (Nylon)
SS. 3/4" Dewalt Hole Saw
TT. 1/2" Dewalt Hole Saw
UU. ▇▇▇▇▇▇▇▇ for Hole Saw
VII. GENERAL TOOLS
A. 6" Bench Vise
B. Portable Air Tank
Make: Midwest Products
C. 3/8" Truck Rope
Page 7
70
▇▇▇▇▇▇▇ SUNSET MEDICAL BUILDING
Building Tool & Materials Inventory
as of November 20, 1997
D. Battery Charger
Make: Panasonic
Model: BQ-8C
Accessories: 3 AAA Batteries
4 AA Batteries
VIII. JANITORIAL TOOLS
A. Gas Powered Blower
Make: Weedeater
Model: GBI-22
B. Loping Shears (Garden Shears)
IX. BUILDING MATERIALS LISTING
A. Lighting Stock
1. 1-10 Cases F40CW RS-55 Fluorescent 4' Tubes
2. 0-1 Case Each:
120ER40 Indoor Flood Light
100BR40 Indoor Flood Light
75ER40 Indoor Flood Light
75R30 Indoor Flood Light
50R20 Indoor Flood Light
Jan-Mar R-40 compact Fluorescent Retrofit Kits
Prolight Fluorescent Exit Sign Retrofit Kits
18W Fluorescent Compacts
13W Fluorescent Compacts
9W Fluorescent Compacts
8W Fluorescent Compacts
▇▇▇▇, ▇▇▇▇, ▇▇▇, ▇▇▇, ▇▇▇ Incandescent Bulbs
Various Mini-lamps
Various Mercury Vapor Lamps
Various Exit Lights
Various Lighting Ballasts
Various Lighting Fluorescent Starters
Miscellaneous Specialty Tenant Lights
2', 3', 4' Fluorescent Tubes
4' T-8 Fluorescent Tubes
Miscellaneous Lighting Covers, Lenses, Fixtures
Page 8
71
▇▇▇▇▇▇▇ SUNSET MEDICAL BUILDING
Building Tool & Materials Inventory
as of November 20, 1997
B. Electrical
1. Miscellaneous Electrical Stock:
Miscellaneous Switches
Miscellaneous Outlets
Miscellaneous Metal and Plastic Covers
Miscellaneous 1/2" & 3/4" Conduit types, Flex, EMT, etc.
Miscellaneous Conduit Bodies
Miscellaneous Conduit Fittings
Miscellaneous Rolls of #▇▇, #▇▇, #▇▇, #▇ Wire, Solid and
Stranded
Miscellaneous Connectors, Tape, Wire Nuts, etc.
C. Plumbing
1. Miscellaneous Plumbing Stock:
Miscellaneous Galvanized Pipe and Fittings 1/2" - 1-1/2"
Miscellaneous Copper Pipe and Fittings 1/4"-3"
Miscellaneous Valves 1/2"-2"
Miscellaneous Brass Fittings and Mini-valves
All Parts for Toilets: Kohler, American Standard, and ▇▇▇▇▇
All Parts for ▇▇▇▇▇ Urinals
Parts for Pressure Flush Assemblies
Miscellaneous Seats & Washers, Rebuild Kits, Handles, etc for
Kohler, American
Standard, Delta, ▇▇▇▇, Chicago and Miscellaneous Sinks
Miscellaneous Drain Lines, P-Traps, Down Spouts, etc.
Miscellaneous No-hub Pipe, Caps and Fittings
Miscellaneous Drinking Fountain Parts and Bubblers
Miscellaneous Sink, Toilet Valves and Connecting Flex
Miscellaneous Gaskets, Washers, Caulkings, Epoxies, etc.
D. Ceiling Tiles
1. Cases of Tiles for All tenant Areas
▇▇▇▇▇▇▇▇▇ 755 B (Most Common)
2. Cases of Tile for Common Hallways and Elevator Lobbies
3. Used Tile or Tenant Areas and Hallways
4. 4' and 2' T-Bar Sections for All Ceiling Systems used in Building
Page 9
72
▇▇▇▇▇▇▇ SUNSET MEDICAL BUILDING
Building Tool & Materials Inventory
as of November 20, 1997
E. Air Conditioning
1. Miscellaneous Air Conditioning Stock:
Miscellaneous Duct Work 4" - 18": Rigid, End Fles, and Flex
Miscellaneous Air Registers & Duct Fittings, Start Collars,
90 Degrees, etc.
Miscellaneous Air Filters
Miscellaneous Parts for VAV Boxes, Controllers, Pistons,
Linkages, etc.
Miscellaneous Sensors for Energy Management System
Miscellaneous Control Parts, Static Sensors, Receivor
Controllers, etc.
Miscellaneous Pneumatic Parts, Tubing, Fittings, Etc.
Miscellaneous Pneumatic Thermostats
F. Door Hardware
1. Miscellaneous New and Used Door Hardware, Lever Latches, Catches,
Strikes, etc.
2. Miscellaneous Hinges
3. Miscellaneous Door Closures (Used)
G. Miscellaneous Materials
1. Miscellaneous Cleaners, Glues, Epoxies, Caulking, Mastics, etc.
2. Miscellaneous Nuts, Bolts, Fasteners, Screws, Washers, Clips,
Anchors, etc.
3. Miscellaneous Tapes, Adhesives, etc.
4. Miscellaneous Restroom Parts, Toilet Seat Covers, Holders, Soap
Dispensers, Roller Holder, etc.
5. Miscellaneous Dry Wall, Plywood, Masonite Board, etc.
6. Miscellaneous Lubricants, Oils, Greases, etc.
Page 10
73
SCHEDULE II TO ▇▇▇▇ OF SALE
DESCRIPTION OF EXCLUDED PERSONAL PROPERTY
All personal property leased by Seller under the following contracts:
C-5
74
▇▇▇▇▇▇▇ SUNSET MEDICAL BUILDING
Contract Summary
as of November 20, 1997
--------------------------------------------------------------------------------------------
SERVICE VENDOR DATED AMENDED DESCRIPTION
--------------------------------------------------------------------------------------------
Copier
Image IV 06/28/93 N/A Copier Rental - Konica 2020
(▇▇▇) ▇▇▇-▇▇▇▇
Drop Box Federal Express 04/15/92 N/A Drop Box - East side of Building
(▇▇▇) ▇▇▇-▇▇▇▇
To be updated at Closing
75
EXHIBIT D
FORM OF GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT
[See Following Pages]
D-1
76
GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT
This GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT (this "ASSIGNMENT")
is made as of [ _____], 1997, by ▇▇▇▇▇▇▇ HILLS MEDICAL OFFICE PARTNERS, L.P., a
Delaware limited partnership ("ASSIGNOR"), in favor of ARDEN REALTY LIMITED
PARTNERSHIP, a Maryland limited partnership ("ASSIGNEE"), with reference to the
following facts:
A Assignor is the owner of that certain land located at ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in the Cities of West Hollywood and Los Angeles, County of Los
Angeles, State of California, and more particularly described in Exhibit A
attached hereto and incorporated herein by reference, and the owner of certain
buildings, structures, and other improvements commonly known as the "▇▇▇▇▇▇▇
Sunset Medical Building" (collectively, the "REAL PROPERTY"). The Real Property
is being conveyed to Assignee pursuant to a certain Grant Deed ( the "GRANT
DEED") executed by Assignor in favor of Assignee.
B. Assignor, as the owner of the Real Property, is the sole owner of
the following items: (i) those certain leases, licenses, and occupancy
agreements listed on Schedule I attached hereto and incorporated herein by
reference, and any security deposits obtained in connection therewith
(collectively, the "LEASES"); (ii) those certain agreements and contracts listed
on Schedule I, and any security deposits obtained or given in connection
therewith (collectively, the "CONTRACTS"); (iii) those certain licenses,
franchises, and permits listed on Schedule I (collectively, the "PERMITS"); and
(iv) those certain contract rights, trademarks, service marks, trade names,
logos, indemnities, and rights under guaranties or warranties relating to goods,
merchandise, or services at or relating to the Real Property listed on Schedule
I (collectively, the "MISCELLANEOUS PROPERTY ASSETS" and, collectively with the
Leases, the Contracts, and the Permits, the "ASSIGNED ASSETS").
NOW, THEREFORE, in consideration of the foregoing facts:
1. Assignor hereby assigns and transfers to Assignee all of
Assignor's right, title, and interest in and to the Assigned Assets, except
utility deposits which shall remain the property of Assignor. Except for
Assignor's ownership interest in the Assigned Assets, this Assignment is made
without recourse or representation or warranty whatsoever. By executing this
Assignment, Assignee acknowledges and agrees that Assignee and Assignee's
representatives have been afforded the opportunity to make and have made such
inspections of the Assigned Assets and matters related thereto as they have
deemed necessary or desirable. Assignee acknowledges that Assignor has not made
and does not make any representations or warranties of any kind whatsoever, oral
or written, express or implied, with respect to any of the Assigned Assets or
any related matters, except as and to the extent set forth herein or in that
certain Purchase and Sale Agreement and Joint Escrow Instructions, dated as of
November 21, 1997, by and between Assignee and Assignor.
D-2
77
2. Assignee hereby agrees to and accepts such assignment and,
in addition, expressly assumes and agrees to keep, perform, and fulfill all of
the terms, covenants, obligations, and conditions required to be kept,
performed, and fulfilled by Assignor under, or with respect to, the Assigned
Assets from and after the CLOSING DATE (as hereinafter defined). Assignee
further agrees to indemnify, defend, and hold Assignor harmless from and against
any and all loss, cost, liability, claim, damage, and expense (including,
without limitation, reasonable attorneys' fees and costs) directly or indirectly
related to any breach or default by Assignee in connection with the Assigned
Assets, or Assignee's obligations hereunder, accruing from and after the Closing
Date. Assignor agrees to indemnify, defend, and hold Assignee harmless from and
against any and all loss, cost, liability, claim, damage, and expense
(including, without limitation, reasonable attorneys' fees and costs) directly
or indirectly related to any breach or default by Assignor in connection with
the Assigned Assets prior to the Closing Date. "CLOSING DATE" shall mean and
refer to the date the Grant Deed is recorded.
3. The provisions of this Assignment shall be binding upon and
inure to the benefit of Assignor and Assignee, their successors in interest, and
assigns.
4. This Assignment may be executed in as many counterparts as
may be deemed necessary and convenient, and by the different parties hereto on
separate counterparts, each of which, when so executed, shall be deemed an
original, but all of which such counterparts shall constitute one and the same
instrument.
5. This Assignment and the legal relations of the parties
hereto shall be governed by and construed and enforced in accordance with the
laws of the State of California, without regard to its principles of conflicts
of law.
6. In the event of any litigation between Assignor and
Assignee arising out of the obligations of Assignor or Assignee under this
Assignment or concerning the meaning or interpretation of any provision
contained herein, the losing party shall pay the prevailing party's costs and
expenses of such litigation (including any appeals), including, without
limitation, reasonable attorneys' fees and costs. The prevailing party shall be
determined based upon an assessment of which party's major arguments or
positions taken in the proceedings could fairly be said to have prevailed over
the other party's major arguments or positions on major disputed issues in the
court's decision.
D-3
78
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
as of the date first set forth above.
"ASSIGNOR"
▇▇▇▇▇▇▇ HILLS MEDICAL OFFICE PARTNERS, L.P.,
a Delaware limited partnership
By: Medical Office Properties, Inc.,
a Delaware corporation
Its: General Partner
By: _______________________________
Print Name: _______________________
Print Title:_______________________
"ASSIGNEE"
ARDEN REALTY LIMITED PARTNERSHIP,
a Maryland limited partnership
By: Arden Realty, Inc.,
a Maryland corporation
Its: General Partner
By: _______________________________
Print Name: _______________________
Print Title:_______________________
D-4
79
EXHIBIT A TO GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT
LEGAL DESCRIPTION
All that certain real property, a portion of which is situated in the City of
West Hollywood and a portion of which is situated in the City of Los Angeles,
and all of which is situated in the County of Los Angeles, State of California,
described as follows:
D-5
80
DESCRIPTION: THE LAND REFERRED TO HEREIN IS SITUATED IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
▇▇▇▇ ▇ ▇▇▇ ▇, ▇▇▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ THE CITY OF LOS ANGELES AND PARTLY IN
THE CITY OF WEST HOLLYWOOD, AS PER MAP FILED IN BOOK 1010, PAGES 80 AND 81 OF
MAPS, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS A WHOLE AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE CENTERLINE OF SUNSET BOULEVARD, 90 FEET
WIDE, WITH THE CENTERLINE OF ▇▇▇▇ AVENUE, 50 FEET WIDE, AS BOTH STREETS ARE
SHOWN ON SAID MAP OF TRACT NO. 41894, THENCE ALONG SAID CENTERLINE OF SUNSET
BOULEVARD, NORTH 89 DEGREES 43' 41" WEST 144.62 FEET; THENCE LEAVING SAID
CENTERLINE, NORTH 0 DEGREES 33' 45" EAST 44.99 FEET TO A POINT IN THE NORTHERLY
LINE OF SAID SUNSET BOULEVARD, SAID POINT BEING ALSO THE SOUTHEASTERLY CORNER OF
SAID LOT 1 AND THE POINT OF BEGINNING; THENCE ALONG THE EASTERLY LINE OF SAID
LOT, NORTH 0 DEGREES 33' 45" EAST 105.01 FEET; THENCE SOUTH 89 DEGREES 43' 41"
EAST 4.00 FEET; THENCE CONTINUING ALONG SAID EASTERLY LINE AND THE EASTERLY LINE
OF SAID ▇▇▇ ▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇' ▇▇" ▇▇▇▇ 120.82 FEET TO THE NORTHEASTERLY
CORNER OF SAID LOT 2; THENCE ALONG THE NORTHERLY LINE OF SAID LOT 2, SOUTH 89
DEGREES 56' 16" WEST 29.94 FEET; THENCE NORTH 48 DEGREES 24' 39" WEST 59.22
FEET; THENCE NORTH 69 DEGREES 40' 04" WEST 9.97 FEET TO A POINT IN A NON-TANGENT
CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 74.02 FEET (A RADIAL LINE OF SAID
CURVE TO SAID POINT BEARS SOUTH 69 DEGREES 36' 24" EAST); THENCE SOUTHWESTERLY
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 59 DEGREES 53' 49" A DISTANCE OF
77.38 FEET; THENCE TANGENT TO SAID CURVE, SOUTH 80 DEGREES 17' 25" WEST 97.42
FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF
173.59 FEET; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 22
DEGREES 08' 29" A DISTANCE OF 67.08 FEET; THENCE TANGENT TO SAID CURVE, NORTH 77
DEGREES 34' 06" WEST 31.48 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
SOUTHEASTERLY, HAVING A RADIUS OF 22.00 FEET; THENCE SOUTHWESTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 108 DEGREES 09' 50" A DISTANCE OF 41.53 FEET TO
THE WESTERLY LINE OF SAID LOT 2; THENCE TANGENT TO SAID CURVE, SOUTH 5 DEGREES
43' 56" EAST 73.02 FEET TO A POINT IN A NON-TANGENT CURVE CONCAVE WESTERLY
HAVING A RADIUS OF 111.66 FEET (A RADIAL LINE OF SAID CURVE TO SAID POINT BEARS
NORTH 84 DEGREES 58' 41" EAST) , SAID POINT BEING ALSO THE NORTHERLY CORNER OF
SAID LOT 1; THENCE SOUTHERLY ALONG SAID WESTERLY LINE AND SAID NON-TANGENT CURVE
THROUGH A CENTRAL ANGLE OF 5 DEGREES 17' 52" A DISTANCE OF 10.32 FEET; THENCE
TANGENT T0 SAID CURVE SOUTH 0 DEGREES 16' 33" WEST 110.00 FEET
81
TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF
10.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90
DEGREES 00' 14" A DISTANCE OF 15. 71 FEET TO THE SOUTHERLY LINE OF SAID LOT 1,
THENCE ALONG SAID SOUTHERLY LINE TANGENT TO SAID CURVE, SOUTH 89 DEGREES 43' 41"
EAST 143.08 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY HAVING A
RADIUS OF 657.20 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 8 DEGREES 39' 50" A DISTANCE OF 99.38 FEET TO THE BEGINNING OF A REVERSE
CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 657.20 FEET; THENCE EASTERLY ALONG
SAID CURVE THROUGH A CENTRAL ANGLE OF 8 DEGREES 18' 55" A DISTANCE OF 95.38 FEET
TO THE POINT OF BEGINNING.
82
SCHEDULE I TO GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT
1. LEASES (AND ANY RELATED SECURITY DEPOSITS):
D-6
83
RENT ROLL
Date: 11/20/97 Page: 1
Owner Name: ▇▇▇▇▇▇▇ Sunset Medical Bldg.
Property Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇.
Property Number: 0680
Square Lease Security
Exhibit Number Occupant Name Feet Begin Deposit
-------------- ----------------------------- ------ -------- --------
0680- 100 -- Vacant -- 1,227 0.00
0680- 101 Hamburger Hamlet 2,030 0.00
0680- 102 -- Vacant -- 1,978 0.00
0680- 103 ▇▇▇▇▇▇ & Converse 858 0.00
0680- 104 -- Vacant -- 638 0.00
0680- 105 -- Vacant -- 872 0.00
0680- 106 -- Vacant -- 3,400 0.00
0680- 107 -- Vacant -- 3,022 0.00
0680- 108 -- Vacant -- 232 0.00
0680- 110 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, M.D. 2,358 09/01/87 3,010.00
0680- 111 -- Vacant -- 603 0.00
0680- 112 -- Vacant -- 265 0.00
0680- 200 ▇▇▇▇▇ & Sack, D.D.S.'s 2,433 04/25/95 3,463.27
0680- 201 -- Vacant -- 1,401 0.00
0680- 202 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, M.D. 3,404 03/01/92 2,493.00
0680- 204 -- Vacant -- 574 0.00
0680- 205 ▇▇▇▇▇▇▇ Ellenbogan, M.D. 409 03/01/97 0.00
0680- 207 Office of the Building 1,171 0.00
0680- 208 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, D.D.S. 1,052 09/01/91 2,690.25
0680- 209 -- Vacant -- 509 0.00
0680- 212 ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, M.D.'s 3,036 02/01/97 2,100.00
0680- 214 ▇▇▇▇▇▇▇▇▇ & Mihranian, M.D.'s 2,945 07/01/97 8,179.73
0680- 215 Custodian Room 300 0.00
0680- 217 Pump Room 122 0.00
0680- 301 -- Vacant -- 609 0.00
0680- 303 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S. 1,143 12/18/95 2,457.45
0680- 305 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, M.D. 4,623 03/01/88 3,400.00
0680- 306 -- Vacant -- 1,899 0.00
0680- ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇. 1,348 09/01/88 3,514.88
0680- 310 ▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D. 459 03/01/95 1,101.60
To be updated at Closing
84
RENT ROLL
Page: 2
Date: 11/20/97
Owner Name: ▇▇▇▇▇▇▇ Sunset Medical Bldg.
Property Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇.
Property Number: 0680
Square Lease Security
Unit Number Occupant Name Feet Begin Deposit
----------- ------------- ----- -------- --------
0680- 312 -- Vacant -- 2,254 0.00
0680- 315 ▇▇▇▇ ▇▇▇▇, D.D.S. 1,049 05/01/97 3,241.35
0680- 317 -- Vacant -- 1,615 0.00
0680- 401 ▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D. Inc. 1,229 04/01/89 3,225.60
0680- 404 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D. 605 06/20/96 1,452.00
0680- 405 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D. 4,106 03/20/95 9,649.10
0680- 406 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D. 2,032 12/15/96 4,876.80
0680- 408 ▇▇▇▇▇▇ ▇. ▇▇▇▇, M.D. 1,516 01/01/96 2,760.00
0680- 414 -- Vacant -- 2,956 0.00
0680- 415 ▇▇▇▇ ▇. ▇▇▇▇▇, D.D.S., Inc. 1,166 11/01/91 4,151.22
0680- 418 -- Vacant -- 1,502 0.00
0680- 500 -- Vacant -- 880 0.00
0680- 501 ▇▇▇ ▇▇▇▇▇▇, D.D.S. 889 08/15/90 2,822.66
0680- 502 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S. 1,342 01/01/91 7,315.00
▇▇▇▇- ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 1,852 06/01/90 5,421.53
0680- 506 -- Vacant -- 1,003 0.00
0680- 508 -- Vacant -- 704 0.00
0680- 510 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, M.D. 2,449 07/26/93 6,608.25
0680- 511 -- Vacant -- 425 0.00
0680- 512 -- Vacant -- 2,252 0.00
0680- 514 -- Vacant -- 634 0.00
0680- 515 -- Vacant -- 544 0.00
0680- 516 ▇▇▇▇▇▇ ▇▇▇▇, M.D. 1,523 09/01/88 0.00
0680- 518 -- Vacant -- 615 0.00
0680- 601 ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, D.D.S. 1,466 07/01/87 3,466.75
0680- 602 -- Vacant -- 1,439 0.00
0680- 605 ▇▇▇ ▇▇▇▇▇▇, M.D. 1,922 0.00
0680- 606 ▇▇▇▇▇ ▇. ▇▇▇▇, M.D. 538 02/01/91 1,328.86
0680- 609 -- Vacant -- 2,824 0.00
0680- 611 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, M.D. 1,923 03/01/89 5,582.40
85
RENT ROLL Page: 3
Date: 11/20/97
Owner Name: ▇▇▇▇▇▇▇ Sunset Medical Bldg.
Property Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇.
Property Number: 0680
Square Lease Security
Unit Number Occupant Name Feet Begin Deposit
=========== ============================ ====== ===== ========
0680- 615 ▇▇▇▇▇ ▇▇▇▇▇ 792 05/15/97 1,500.00
0680- 616 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D 3,206 01/01/93 10,179.70
0680- 618 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, D.M.D., D.D.S. 1,004 09/01/85 2,388.75
0680- 701 -- Vacant -- 1,450 0.00
0680- 703 -- Vacant -- 521 0.00
0680- 705 Health Source Management Group 2,862 04/01/94 8,279.67
0680- 708 ▇▇▇▇▇ & ▇▇▇▇▇▇, M.D.'s 2,073 08/01/93 592.45
0680- 710 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, D.D.S. 1,308 11/01/90 3,614.75
0680- 711 -- Vacant -- 1,239 0.00
0680- 713 -- Vacant -- 494 0.00
0680- 714 -- Vacant -- 798 0.00
0680- 715 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, D.D.S. 1,051 09/01/96 3,276.00
0680- 716 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, D.M.D. 781 09/01/97 1,913.45
0680- 718 -- Vacant -- 837 0.00
0680- 801 -- Vacant -- 819 0.00
0680- ▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇.▇.▇. 934 10/01/94 2,615.20
0860- 805 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D., Inc. 2,982 10/05/92 7,604.08
0680- 806 -- Vacant -- 446 0.00
0680- 808 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, M.D. 1,163 08/01/91 3,603.60
0680- 809 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M .D. 2,466 04/01/92 13,192.22
0680- 811 -- Vacant -- 717 0.00
0680- 812 -- Vacant -- 1,040 0.00
0680- 814 ▇▇▇▇▇ ▇▇▇▇▇, M.D. 1,878 03/01/97 1,064.70
0680- 815 ▇▇▇▇ Reims, D.D.S. 1,149 09/01/89 2,371.00
0680- 818 ▇▇▇▇▇ ▇▇▇▇▇, D.M.D. 1,519 03/11/91 1,680.33
0680- 901 ▇▇▇▇ ▇▇▇▇▇▇, D.D.S., M.S. 1,653 01/01/97 0.00
0680- 902 ▇▇▇▇▇▇ ▇▇▇▇▇, D.D.S. 460 09/15/97 0.00
0680- 903 ▇▇▇▇▇▇ ▇▇▇▇▇, D.D.S. 799 06/01/88 0.00
0680- 905 -- Vacant -- 1,844 0.00
0680- 906 ▇▇▇▇ ▇. ▇▇▇▇▇, M.D. 1,372 05/01/96 3,327.10
86
RENT ROLL Page: 4
Date: 11/20/97
Owner Name: ▇▇▇▇▇▇▇ Sunset Medical Bldg.
Property Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇.
Property Number: 0680
Square Lease Security
Unit Number Occupant Name Feet Begin Deposit
---------- ------------- ----- -------- --------
0680 908 Hirbod/▇▇▇▇ ▇▇▇▇▇▇▇▇, D.S.S. 1,094 0.00
0680 909 Hirbod/▇▇▇▇ ▇▇▇▇▇▇▇▇, D.D.S. 678 01/01/96 5,022.00
0680 910 ▇▇▇▇ ▇▇▇▇▇, M.D. 2,071 05/01/95 5,801.25
0680 912 ▇▇▇▇▇ ▇. ▇▇▇▇▇, D.D.S. 2,448 04/07/94 6,316.00
0680 914 ▇▇▇▇ ▇. ▇▇▇▇, D.D.S. 1,055 11/01/90 3,196.22
0680 915 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, D.D.S. 672 08/01/89 377.00
0680 917 ▇▇▇▇▇▇ ▇▇▇▇▇▇, M.D. 962 03/01/88 1,577.67
0680 GF1 ▇▇▇▇▇ Fargo Bank 6,749 09/01/81 0.00
0680 ▇▇▇ ▇▇▇▇▇▇ & Converse 1,297 01/01/82 0.00
0680 GF3 ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇, D.D.'s 1,298 06/15/96 2,466.20
0680 GF4 Hamburger Hamlet of Sunset 8,321 01/01/85 4,500.00
0680 200A ▇▇▇▇▇ & Sack, D.D.S.'s 0 08/16/96 0.00
0680 204A ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, M.D. 287 03/01/92 0.00
0680 215A Building Engineer Room 125 0.00
0680 705A Health Source Management Group 605 02/01/95 0.00
0680 712A -- Vacant -- 550 0.00
0680 712B ▇▇▇ ▇▇▇▇▇, M.D. 542 10/01/96 1,287.00
0680 GARAGE Ampco Auto Park 0 10/01/86 0.00
------- -----------
Building Total: 158,585 $192,038.04
------- -----------
Property total: 158,585 $192,038.04
======= ===========
87
2. CONTRACTS (AND ANY RELATED SECURITY DEPOSITS):
D-7
88
BUILDING SUNSET MEDICAL BUILDING
Contract Summary
as of November 20, 1997
-----------------------------------------------------------------------------------------------------------------------------------
SERVICE VENDOR DATED AMENDED DESCRIPTION
-----------------------------------------------------------------------------------------------------------------------------------
ACM Latch-On Insulation, Inc. 09/14/95 N/A ACM removal (full abatement and
(▇▇▇)▇▇▇-▇▇▇▇ spot abatement)
-----------------------------------------------------------------------------------------------------------------------------------
ACM Rem-Tech 09/14/95 N/A ACM removal (full abatement and
(▇▇▇)▇▇▇-▇▇▇▇ spot abatement
-----------------------------------------------------------------------------------------------------------------------------------
Copier Image IV 07/18/97 N/A Service & Supply
(▇▇▇)▇▇▇-▇▇▇▇
--------------------------------------------------------------------------------------------------------
Image IV 06/28/93 N/A Copier Rental--Konica 2020
(▇▇▇)▇▇▇-▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Courier United Couriers 10/26/92 N/A P/U & Delivery (BSMB to ▇▇▇▇
(▇▇▇)▇▇▇-▇▇▇▇ Corp. and back)
5X/Week (M-F)
-----------------------------------------------------------------------------------------------------------------------------------
Drop Box Federal Express 04/15/92 N/A Drop box -- East side of Building
(▇▇▇)▇▇▇-▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Elevator General/Dover (formerly 08/13/83 N/A "Regular Maintenance"
Viking Elevator) 1X/week
-------------------------------------------------------------------------
(▇▇▇)▇▇▇-▇▇▇▇ ▇0/15/92 N/A "Regular Maintenance"
1X/week
-----------------------------------------------------------------------------------------------------------------------------------
Emergency Power Systems 02/15/94 N/A Minor and Major Service on
Generator/Fire Pump (▇▇▇)▇▇▇-▇▇▇▇ emergency generator and fire pump
2X/year
-----------------------------------------------------------------------------------------------------------------------------------
Engineering ABM Engineering 09/01/96 N/A 40 hr./week (M-F), as well as
(▇▇▇)▇▇▇-▇▇▇▇ overtime when necessitated
-----------------------------------------------------------------------------------------------------------------------------------
Engineering Services ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & 08/16/96 N/A Engineering Services (Plumbing &
Associates Electrical) for Medical and Dental
Tenant Improvements as needed
-----------------------------------------------------------------------------------------------------------------------------------
Environmental Americal Environmental 01/31/96 N/A ACM/Environmental Consulting as
Consulting Services (AES) needed
(▇▇▇)▇▇▇-▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
To be updated at Closing
89
▇▇▇▇▇▇▇ SUNSET MEDICAL BUILDING
Contract Summary
as of November 20, 1997
------------------------------------------------------------------------------------------------
SERVICE VENDOR DATED AMENDED DESCRIPTION
------------------------------------------------------------------------------------------------
Fire/Life Safety TeleFire 08/20/96 N/A Monitoring system & quarterly
System Monitor (▇▇▇) ▇▇▇-▇▇▇▇ inspection
24 hr/day
------------------------------------------------------------------------------------------------
HIVAC Water WEST 11/01/95 N/A HIVAC water treatment (hot
Treatment (▇▇▇) ▇▇▇-▇▇▇▇ and chilled loops)
1X/month
------------------------------------------------------------------------------------------------
Interior Plants Plant Republic 04/21/95 N/A Elevator Lobbies and
(▇▇▇) ▇▇▇-▇▇▇▇ Management Office
1X/week
------------------------------------------------------------------------------------------------
Janitorial ISS 03/16/95 N/A Day ▇▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ 40 hr/week (M-F)
-------------------------------
Cleaning Service
5X/week (S-Th)
------------------------------------------------------------------------------------------------
Landscape ▇▇▇ ▇▇▇▇▇▇▇'▇ 04/18/95 N/A Exterior maintenance
(▇▇▇) ▇▇▇-▇▇▇▇ 1X/week
-------------------------------
Color program
1X/quarter
-------------------------------
Tree trimming - as needed
------------------------------------------------------------------------------------------------
Marble Solomon Marble 04/18/95 N/A Exterior Maintenance & Interior
------------------------------------------------------------------------------------------------
(▇▇▇) ▇▇▇-▇▇▇▇ Lobby
1X/week
-------------------------------
Interior lobby walls
2X/year
-------------------------------
Exterior planters
4X/year
------------------------------------------------------------------------------------------------
Pest American City 02/02/93 N/A Common & parking areas
Pest Control 2X/month
(▇▇▇) ▇▇▇-▇▇▇▇
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
Security ACSS Security 04/21/95 N/A 1 guard
(▇▇▇) ▇▇▇-▇▇▇▇ 24 hr/day
------------------------------------------------------------------------------------------------
Sprinklers ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Co. 07/19/94 N/A Building wide fire sprinkler
(▇▇▇) ▇▇▇-▇▇▇▇ installation
------------------------------------------------------------------------------------------------
Telephone Main Pacific ▇▇▇▇ 09/14/94 N/A Main Vault and intrabuilding
Vault & Cable (▇▇▇) ▇▇▇-▇▇▇▇ Network Cable
1X/year
------------------------------------------------------------------------------------------------
90
▇▇▇▇▇▇▇ SUNSET MEDICAL BUILDING
Contract Summary
as of November 20, 1997
-------------------------------------------------------------------------------------------------------------
SERVICE VENDOR DATED AMENDED DESCRIPTION
-------------------------------------------------------------------------------------------------------------
Trash West Hollywood Recycling 04/21/95 N/A Trash removal, recycling pick-up
Services (▇▇▇) ▇▇▇-▇▇▇▇
(Also Zakaroff Recycling)
Trash - 5X/week
paper - on call
-------------------------------------------------------------------------------------------------------------
91
3. PERMITS:
D-8
92
▇▇▇▇▇▇▇ SUNSET MEDICAL BUILDING
Building Permit Listing
as of November 20, 1997
----------------------------------------------------------------------------------------------------------
Number of
Name Expires Permits Comments
----------------------------------------------------------------------------------------------------------
Permit to Operate Air Pressure Tank 5/7/2002 2 Building air compressors for HVAC,
and tenant dental equipment
----------------------------------------------------------------------------------------------------------
Permit to Operate an Elevator 3/11/1998 4 Building Elevators 1-4.(1)(2)
----------------------------------------------------------------------------------------------------------
Permit to Operate 3/16/1998 1 Building Fire Pump
----------------------------------------------------------------------------------------------------------
Permit to Operate 3/16/1998 1 Building Emergency Generator
----------------------------------------------------------------------------------------------------------
General Notes:
(1) There is a manlift in the parking garage that has not been operable for many
years. Since it is inoperable, it does not require a permit.
(2) Hamburger Hamlet has a hydrolic elevator and it is maintained for them by
Amtech Reliable Elevator. Hamburger Hamlet has the permit and it is
forthcoming to the management office.
To be updated at Closing
93
4. MISCELLANEOUS PROPERTY ASSETS:
D-9
94
▇▇▇▇▇▇▇ SUNSET MEDICAL BUILDING
Miscellaneous Property Asset Listing
(Warrantees and Guarantees)
as of November 20, 1997
Name of Vendor Comments
Mesa Energy Systems, Inc. Chiller #2, Compressor #2
Mesa Energy Systems, Inc. Chiller #1, Compressor #2
Mesa Energy Systems, Inc. Chiller #3, Compressor #2
Mesa Energy Systems, Inc. Chiller #3, Compressor #1
To be updated at Closing
95
EXHIBIT E
FORM OF NON-FOREIGN AFFIDAVIT
[See Following Page]
▇-▇
▇▇
▇▇▇-▇▇▇▇▇▇▇ AFFIDAVIT OF
▇▇▇▇▇▇▇ HILLS MEDICAL OFFICE PARTNERS, L.P.
A DELAWARE LIMITED PARTNERSHIP
Section 1445 of the Internal Revenue Code of 1986, as amended
(the "IRC"), provides that a transferee of a U.S. real property interest must
withhold tax if the transferor is a foreign person. Pursuant to California
Franchise Tax Board Notice 91-1 dated March 12, 1991, a transferee of a
California real property interest need not withhold tax under Section 18662 of
the California Revenue and Taxation Code, as amended, if the transferor is a
partnership. To inform the transferee that withholding of tax is not required
upon the disposition of a U.S. and California real property interest by ▇▇▇▇▇▇▇
HILLS MEDICAL OFFICE PARTNERS, L.P., a Delaware limited partnership
("TRANSFEROR"), the undersigned Transferor hereby certifies as follows:
1. Transferor is not a foreign person, foreign corporation,
foreign partnership, foreign trust, or foreign estate (as those terms are
defined in the IRC and the regulations promulgated thereunder);
2. Transferor's U.S. taxpayer I.D. number is ▇▇-▇▇▇▇▇▇▇;
3. Transferor is a limited partnership duly formed and validly
existing under the laws of the State of Delaware; and
4. Transferor's office address is 3 World Financial ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
Transferor understands that this certification may be
disclosed to the Internal Revenue Service and/or the California Franchise Tax
Board, and that any false statement contained herein could be punished by fine,
imprisonment, or both.
E-2
97
Under penalties of perjury, Transferor declares that it has
examined the foregoing certification and it is true, correct, and complete.
"TRANSFEROR"
▇▇▇▇▇▇▇ HILLS MEDICAL OFFICE PARTNERS, L.P.,
a Delaware limited partnership
By: ▇▇▇▇▇▇▇ Hills Medical Office
Partners, L.P.
a Delaware corporation
Its: General Partner
By: ______________________________
Print Name: _______________________
Print Title: _____________________
▇-▇
▇▇
▇▇▇▇▇▇▇ ▇
FORM OF NOTICES TO TENANTS, EQUIPMENT LESSORS, AND VENDORS
[See Following Pages]
F-1
99
NOTICE TO TENANT
_____________, 1997
[Tenant]
▇▇▇▇▇▇▇ Sunset Medical Building
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ [____]
West Hollywood/Los Angeles, California [_______]
Dear [Tenant]:
We are pleased to announce that the ▇▇▇▇▇▇▇ Sunset Medical
Building was sold today by ▇▇▇▇▇▇▇ Hills Medical Office Partners, L.P., a
Delaware limited partnership, to Arden Realty Limited Partnership, a Maryland
limited partnership.
The new owner has assumed the prior owner's rights and
obligations as landlord under your lease or occupancy agreement. This means that
the new owner holds the $_____________ security deposit you made and has assumed
responsibility to you for the return of the deposit pursuant to your lease and
the laws of the State of California, and that all rental or other payments
should be made payable to [__________]. All notices and communications from you
to the new owner are to be directed to [______________] at [address].
Sincerely,
SELLER:
▇▇▇▇▇▇▇ HILLS MEDICAL OFFICE PARTNERS, L.P.,
a Delaware limited partnership
By: Medical Office Properties, Inc.,
a Delaware corporation
Its: General Partner
By: ______________________________
Print Name: ______________________
Print Title: _____________________
F-2
100
BUYER:
ARDEN REALTY LIMITED PARTNERSHIP,
a Maryland limited partnership
By: Arden Realty, Inc.,
a Maryland corporation
Its: General Partner
By: _________________________________
Print Name: _________________________
Print Title: ________________________
F-3
101
NOTICE TO VENDOR OR EQUIPMENT LESSOR
_____________, 1997
_________________________________
_________________________________
_________________________________
Dear [Vendor or Equipment Lessor]:
We are pleased to announce that the ▇▇▇▇▇▇▇ Sunset Medical
Building was sold today by ▇▇▇▇▇▇▇ Hills Medical Office Partners, L.P., a
Delaware limited partnership, to Arden Realty Limited Partnership, a Maryland
limited partnership.
The new owner has assumed the prior owner's rights and
obligations under your [service contract or equipment lease]. All notices and
communications from you to the new owner should [continue to] be directed to
[_______________________] at [address].
Sincerely,
SELLER:
▇▇▇▇▇▇▇ HILLS MEDICAL OFFICE PARTNERS, L.P.,
a Delaware limited partnership
By: Medical Office Properties, Inc.,
a Delaware corporation
Its: General Partner
By: ______________________________
Print Name: [__________________]
Print Title: [__________________]
F-4
102
BUYER:
ARDEN REALTY LIMITED PARTNERSHIP,
a Maryland limited partnership
By: Arden Realty, Inc.,
a Maryland corporation
Its: General Partner
By: ___________________________________
Print Name: ___________________________
Print Title:___________________________
F-5
103
SCHEDULE 10.2 (C)
1. Unit Numbers: 809, 811, and 812
Tenants: Drs. Binder and Bassilios
Dispute relating to First Amendment to Medical Office Lease dated
December 1996, specifically regarding the build-out of tenant improvements and
tenant's acceptance of the expansion premises.
G-1