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EXHIBIT 10.ccc
ASSIGNMENT AND ASSUMPTION OF CONTRACTS
THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (hereinafter referred to as
this "Agreement"), made and entered into as of the 31st day of December, 1996,
by and between 000 XXXXXX XXXXX LIMITED PARTNERSHIP, an Illinois limited
partnership (hereinafter referred to as "Seller"), and OVERSEAS PARTNERS (333),
INC., an Illinois corporation (hereinafter referred to as "Purchaser").
WITNESSETH:
WHEREAS, Seller is the owner of certain improved real property
(hereinafter referred to as the "Property") located in the City of Chicago,
County of Xxxx, State of Illinois, as more particularly described in Exhibit
"A" attached hereto and by this reference made a part hereof; and
WHEREAS, Seller has on even date conveyed the Property to Purchase, and
in connection therewith Seller wishes hereby to transfer and assign to
Purchaser all of Seller's right, title and interest in and to certain contracts
related to the Property as more particularly described below.
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration, in hand paid by Purchaser to Seller, the
receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser
here covenant and agree as follows:
1. ASSIGNMENT AND ASSUMPTION. Seller hereby transfers and assigns
to Purchaser, if and to the extent assignable, all of Seller's right, title and
interest in and to the contracts (hereinafter referred to collectively as the
"SERVICE CONTRACTS") described in Exhibit "B" attached hereto and by this
reference made a part hereof. Purchaser hereby assumes Seller's obligations
and liabilities arising from and after the date of this Agreement under the
Service Contracts. Further, Purchaser hereby agrees to indemnify Seller and
hold Seller harmless from any claims, loss, damage, liability, cost or expense
(including, without limitation, reasonable attorney's fees) which Seller shall
hereafter incur or have asserted against in with regard to said obligations and
liabilities assumed by Purchaser in connection with the Service Contracts, and
with regard to acts of Purchaser or a failure of Purchaser to act in connection
with the Service Contracts, which acts or failure to act occur on or after the
date of this Agreement.
2. SELLER'S INDEMNITY. Seller hereby agrees to indemnify
Purchaser and hold Purchaser harmless from claims any loss, damage, liability,
cost or expense (including without limitation, reasonable attorney's fees)
which Purchaser shall hereafter incur or have asserted against it in
connection with obligations and liabilities under the Service Contracts to the
extent performance or payment of such obligations and liabilities was due
prior to the date of this Agreement, and in connection with acts of Seller or a
failure of Seller to act with respect to the Service Contracts, which acts of
Seller or a failure of Seller to act with respect to the Service Contracts,
which acts or failure to act occurred prior to the date of this Agreement.
3. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of Purchaser and Seller and their respective heirs,
legal representatives, successors and assigns.
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IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement
as of the date first above written.
SELLER:
000 XXXXXX XXXXX LIMITED PARTNERSHIP,
an Illinois limited partnership
By: The Equitable Life Assurance
Society of the United States, general
partner
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Investment Officer
PURCHASER:
OVERSEAS PARTNERS (333), INC., an
Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President
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EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
PARCEL 1:
LOTS 7, 8 AND 9 IN ASSESSOR'S DIVISION OF LOTS 1, 2, 3, 7 AND 8 AND THE EAST 20
FEET OF LOT 6 IN BLOCK 21 IN ORIGINAL TOWN OF CHICAGO IN XXXXXXX 0, XXXXXXXX 00
XXXXX, XXXXX 00, XXXX OF THE THIRD PRINCIPAL MERIDIAN, IN XXXX COUNTY,
ILLINOIS.
PARCEL 2:
THE EAST 1/4 OF XXX 0 XXX XXX XXXX 0/0 XX XXX 0 XX XXXXX 21 IN ORIGINAL TOWN OF
CHICAGO, OTHERWISE KNOWN AS LOTS 10 AND 11 IN ASSESSOR'S DIVISION OF LOTS 1, 2,
3, 7 AND 8 AND THE EAST 20 FEET OF LOT 6, ALL IN SAID BLOCK 21 IN ORIGINAL TOWN
OF CHICAGO, IN THE CITY OF CHICAGO, IN XXXX COUNTY, ILLINOIS.
PARCEL 3:
ALL OF XXX 0 XXX XXX XXXX 0/0 XX XXX 0 AND THE WEST 1/2 OF THE EAST 1/2 OF LOT
6, ALL IN BLOCK 21 IN THE ORIGINAL TOWN OF CHICAGO, IN XXXX COUNTY, ILLINOIS.
PARCEL 4:
THE EAST 1/4 OF LOT 1 AND THAT PART OF THE VACATED ALLEY LYING SOUTH AND
ADJOINING SAID LAND IN BLOCK 21 IN THE ORIGINAL TOWN OF CHICAGO IN XXXXXXX 0,
XXXXXXXX 00 XXXXX, XXXXX 00, XXXX OF THE THIRD PRINCIPAL MERIDIAN, IN XXXX
COUNTY, ILLINOIS.
PARCEL 5:
THE WEST 1/2 OF THE EAST 1/2 OF LOT 1 AND THAT PART OF THE VACATED ALLEY LYING
SOUTH AND ADJOINING SAID LAND IN BLOCK 21 IN ORIGINAL TOWN OF CHICAGO IN THE
SOUTH FRANCTIONAL 1/2 OF SECTION 9, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE
THIRD PRINCIPAL MERIDIAN, IN XXXX COUNTY, ILLINOIS.
PARCEL 6:
LOTS 3, 5 AND 6 IN ASSESSOR'S DIVISION OF LOTS 1, 2, 3, 7 AND 8 AND THE EAST 20
FEET OF LOT 6 IN BLOCK 21 IN ORIGINAL TOWN OF CHICAGO IN XXXXXXX 0, XXXXXXXX 00
XXXXX, XXXXX 00, XXXX OF THE THIRD PRINCIPAL MERIDIAN, IN XXXX COUNTY, ILLINOIS.
PARCEL 7:
THE EAST 1/2 OF ORIGINAL XXX 0 XX XXXXX 00 XX THE ORIGINAL TOWN OF CHICAGO IN
THE SOUTH EAST 1/4 OF SECTION 9, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD
PRINCIPAL MERIDIAN, SOMETIMES ALSO DESCRIBED AS:
XXX 0 XX XXXXXXXX'X XXXXXXXX XX XXXX 0, 2, 3, 7, 8 AND THE EAST 20 FEET OF XXX
0 XX XXXXX 00 XX XXXXXXXX XXXX XX XXXXXXX, XX THE SOUTH EAST 1/4 OF SECTION 9,
TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN XXXX
COUNTY, ILLINOIS.
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EXHIBIT B
OPERATING AGREEMENT SCHEDULE
Janitorial Service Agreement with Admiral Maintenance Service, L.P. dated
September 1, 1995.
Security Office Contract with ABM Security Services dated October 1, 1996.
Elevator Maintenance Agreement with Xxxx Elevator dated January 1, 1996.
Exterior Landscaping and Plant Maintenance Service Agreement with Xxxxxxxx
Landscape dated April 1, 1995.
Interior Landscaping and Plant Maintenance Service Agreement with Interior
Garden Services, Inc. dated April 1, 1995.
Maintenance, Mechanical and Electrical Operations Management Agreement with
Unicco Services Company dated August 15, 1996.
Fire Alarm System Test and Inspection with Advanced Fire dated September 1,
1994.
Parking Facility Management Agreement with General Parking, L.P. dated January
1, 1995.
Maintenance Service Agreement with Metal Maintenance, Inc. dated November 1,
1995.
Waste Removal Service Agreement with Xxxxxxxx-Xxxxxx Industries dated June 1,
1993.
Energy Management Agreement with Xxxxxx & Gyr dated January 1, 1994.
Window Cleaning Agreement with BSS Service, Inc. dated October 1, 1994.
Window Equipment Maintenance Agreement with Skyline Maintenance dated March 1,
1993.
Revolving Door Maintenance Agreement with Midwest Door Services dated November
1, 1993.
Energycheck Services with Servidyne dated January 1, 1994.
Pest Control Service Agreement with C&C Pest Control dated August 1, 1996.
Copy Machine Maintenance Agreement with Minolta Copelco Leasing dated February
26, 1994.
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OPERATING AGREEMENT SCHEDULE
Computer Software Service/Maintenance Agreement with Sanwa Leasing dated
February 28, 1996.
Laptop Computer Service/Maintenance Agreement with Sanwa Leasing dated February
28, 1996.
Conference Room Furniture lease with Bankers Leasing dated November 1, 1996.
Communications Service Agreement with MFS/Realcom dated July 31, 1996.
Tenant Work Order Software Service/Maintenance Agreement with American Computer
Company dated November 18, 1996.
Security Card Access Service/Maintenance Agreement with Mirtech International
Security dated January 1, 1994.
Lease Commission Agreement between COMPASS Management & Leasing, Inc. and CB
Commercial Real Estate Group, Inc. dated December 6, 1996 for Nyhan, Pfister,
Xxxxxxxx & Xxxxxx.
Lease Commission Agreement between COMPASS Management & Leasing, Inc. and
Xxxxxxxxx X. Xxxxxx, broker, dated November 15, 1996 for The Xxxxx Group.
Lease Commission Agreement between COMPASS Management & Leasing, Inc. and CB
Commercial Real Estate Group, Inc. Dated December 6, 1996 for FTI Corporation.
Lease Commission Agreement between COMPASS Management & Leasing, Inc. and Xxxxx
Xxxxxx & Xxxxxxxxxx dated November 29, 1996 for Kensington International.
Lease Commission Agreement between COMPASS Management & Leasing, Inc. and Xxxxx
Camins & Swartchild dated October 16, 1996 for Xxxxxxxx, Xxxxxx & Xxxxx.
Service Agreement with Ballost and Lamp Recycling, Inc.
Maintenance Agreement/Mail Machine with Pitney Xxxxx.
Lease Agreement with Mister Leasing Corporation dated September, 1992.
