Exhibit 10.139
XXXX OF SALE, ASSIGNMENT AND ASSUMPTI0N OF CONTRACTS
Arvada Marketplace and Arvada Connection
THIS XXXX OF SALE, ASSIGNMENT AND ASSUMPTION OF CONTRACTS is made as
of the 29 day of April, 2004, by and between CIN ARVADA, L.P., a Delaware
limited partnership ("ASSIGNOR"), and INLAND WESTERN ARVADA, L.L.C., a Delaware
limited liability company ("ASSIGNEE").
W I T N E S S E T H:
For good and valuable consideration, receipt and sufficiency of which
are hereby acknowledged, Assignor and Assignee hereby agree as follows:
Assignor hereby sells, transfers, assigns and conveys to Assignee the
following:
All right, title and interest of Assignor in and to all tangible personal
property ("PERSONALTY") set forth in the inventory on EXHIBIT A attached hereto
and made a part hereof, and located on, and used in connection with the
management, maintenance or operation of that certain land and improvements
located in the County of Jefferson, State of Colorado, as more particularly
described in EXHIBIT B attached hereto and made a part hereof ("REAL PROPERTY"),
but excluding tangible personal property owned or leased by Assignor's
contractors under the Contracts (as defined below).
To the extent assignable, all right, title and interest of Assignor in and
to those certain contracts set forth on EXHIBIT C attached hereto and made a
part hereof, and all warranties, guaranties, indemnities and claims (including,
without limitation, for workmanship, materials and performance) and which exist
or may hereafter exist against any contractor, subcontractor, manufacturer or
supplier or laborer or other services relating thereto (collectively, the
"CONTRACTS").
All right, title and interest of Assignor in and to those agreements set
forth on EXHIBIT D attached hereto and made a part hereof (the "LICENSE
AGREEMENTS").
This Xxxx of Sale, Assignment and Assumption of Contracts is given pursuant
to that certain Agreement of Purchase and Sale (as amended, the "PURCHASE
AGREEMENT") dated as of March 31, 2004, between Assignor and Inland Real Estate
Acquisitions, Inc., which Purchase Agreement was assigned to Assignee, providing
for, among other things, the conveyance of the Personalty and the Contracts.
As set forth in ARTICLE 11 of the Purchase Agreement, which is hereby
incorporated by reference as if herein set out in full and except as set forth
herein, the property conveyed hereunder is conveyed by Assignor and accepted by
Assignee AS IS, WHERE IS, AND WITHOUT ANY WARRANTIES OF WHATSOEVER NATURE,
EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT, IT
BEING THE INTENTION OF ASSIGNOR AND ASSIGNEE EXPRESSLY TO NEGATE AND EXCLUDE ALL
WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES CREATED BY
ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY
CONVEYED HEREUNDER, OR BY ANY SAMPLE OR MODEL THEREOF, AND ALL OTHER WARRANTIES
WHATSOEVER CONTAINED IN OR CREATED BY THE COLORADO UNIFORM COMMERCIAL CODE.
Assignee hereby accepts the assignment of the Personalty, the Contracts and
the License Agreements and agrees to assume and discharge, in accordance with
the terms thereof, all of the obligations thereunder from and after the date
hereof. Additionally, but without limiting the generality of the foregoing,
Assignee agrees to assume and discharge all legal fees and other costs and
expenses incurred with respect to Contracts and Contract renewals and extensions
and License Agreements and License Agreement renewals and extensions executed
subsequent to the Effective Date of the Agreement and those set forth on EXHIBIT
E attached hereto.
Assignee agrees to indemnify and hold harmless Assignor from any cost,
liability, damage or expense (including attorneys' fees) arising out of or
relating to Assignee's failure to perform any of the foregoing obligations
arising from and accruing on or after the date hereof.
Assignor agrees to indemnify and hold harmless Assignee from any cost,
liability, damage or expense (including attorneys' fees) arising out of or
relating to Assignor's failure to perform any of the obligations of Assignor
under the Contracts or License Agreements, to the extent accruing prior to the
date hereof. The foregoing indemnity shall be subject to the provisions of
Section 9.3 of the Purchase Agreement.
This Xxxx of Sale, Assignment and Assumption of Contracts may be executed
in any number of counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Xxxx of
Sale, Assignment and Assumption of Contracts as of the date first above written.
SIGNATURES ON NEXT PAGE
2
ASSIGNOR:
CIN ARVADA, L.P., a Delaware limited partnership
By: CIN ARVADA GP, L.L.C., a Delaware limited
liability company, General Partner
By: INVESTCENTER IV, L.L.C., a Delaware
limited liability company, Manager
By:/s/ F. Xxxxxxxx Xxxxxx
------------------------------
Name: F. Xxxxxxxx Xxxxxx
Title: Chairman of the Executive
Committee
3
ASSIGNEE:
INLAND WESTERN ARVADA, L.L.C.,
a Delaware limited liability company
By: Inland Western Retail Real Estate Trust, Inc.,
a Maryland corporation, its sole member
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Asst. Xxxxxxxxx
0
XXXXX XX XX )
)
COUNTY OF NY )
The foregoing instrument was acknowledged before me this 28 day of
April, 2004 by F. Xxxxxxxx Xxxxxx the Chairman of the Executive Committee of
InvestCenter IV, L.L.C., a Delaware limited liability company, manager of CIN
Arvada GP, L.L.C., a Delaware limited liability company, as general partner of
CIN Arvada, L.P., a Delaware limited partnership.
(Seal and Expiration Date)
/s/ Xxxx Xxxxxxx
---------------------------------------
Notary Public
XXXX XXXXXXX
NOTARY PUBLIC, STATE OF NEW YORK
NO. 01HO6028348
QUALIFIED IN NEW YORK COUNTY
COMMISSION EXPIRES JULY 26, 2005
6
STATE OF ILLINOIS )
)
COUNTY OF DUPAGE )
The foregoing instrument was acknowledged before me this 28th day of
April, 2004 by Xxxxxxx Xxxxxx as Asst. Secy of Inland Western Retail Real Estate
Trust, Inc., as sole member of Inland Western Arvada, L.L.C.
(Seal and Expiration Date)
/s/ Xxxxxxxx X Xxxxxxxx
---------------------------------------
Notary Public
OFFICIAL SEAL
XXXXXXXX X XXXXXXXX
NOTARY PUBLIC - STATE OF ILLINOIS
MY COMMISSION EXPIRES: 03-12-07
5
EXHIBIT A
PERSONALTY
None
EXHIBIT B
LEGAL DESCRIPTION
MARKETPLACE
Xxx 0-X, Xxxxx 0
Xxxxxx Xxxxxxxxxxx Filing Xx. 0 - 0xx Xxxxxxxxx
Xxxxxx xx Xxxxxxxxx
Xxxxx of Colorado
CONNECTION
Parcel A:
Xxxx 0 xxx 0, Xxxxx 0, Xxxxxx Xxxxxxxxxxx Filing No. 2 Amended, a subdivision of
the City of Arvada, recorded June 11, 1987 in the official Records of Jefferson
County, Colorado, under Reception No. 87077266; TOGETHER with Access Rights as
contained in instrument recorded December 19,1986 at Reception No. 86156798,
ALSO TOGETHER WITH easements for ingress and egress granted over, across, on and
through any and all private roads, way or thoroughfares, now or hereafter
established as shown in Note 2 on the Plat recorded as Reception No. 87077266.
County of Jefferson, State of Colorado.
Parcel C:
Xxx 0, Xxxxx 0, Xxxxxx Xxxxxxxxxxx Filing No. 2 Second Amended, Reception No.
92164135, County of Jefferson, State of Colorado.
TOGETHER WITH easements for ingress and egress over, across, on and through any
and all private roads, ways or thoroughfares, now or hereafter established as
shown in Note 2 on the Plat recorded under Reception No. 92164135.
EXHIBIT C
CONTRACTS
Contracts to be assumed:
(See attached)
Arvada Marketplace Contracts that will need to be split between Seller Parcel
and Inland Parcel Post-Closing:
- Fire System Monitor
- Landscaping
- Lighting
- Policing
- Pressure Washing
- Sewer Service
- Snow Removal
- Sweeping
EXHIBIT C
ARVADA MARKETPLACE
EXPENSE PRORATIONS
2 DAYS
28 DAYS DUE SELLER (CIN TO BUYER
SERVICE CONTRACTOR CONTRACT AMOUNT ARVADA) (INLAND) NOTES
------------------------------------------------------------------------------------------------------------------------------------
Fire System Digitron/Central $150/panel Semi Annually FEEDS BUILDING K-L (XXXXXXXX
Monitor Comm (Feb-Jul and Aug-Jan) $ 71.27 $ 78.73 TO AMANDAS) - FEBRUARY THRU JULY
$150/panel Semi
Annually (Feb-Jul and FEEDS BUILDING 1 (FASHION BUG)
Aug-Jan) $ 71.27 $ 78.73 FEBRUARY - JULY
$150/panel Semi Annually FEEDS BUILDING G (7360
(Feb-Jul and Aug-Jan) n/a n/a BUILDING) - CIN PAID IN FULL
FEEDS BUILDING S&T (OFFICE
$150/panel Semi Annually DEPOT/ACCENT WINDOWS) -
(Feb-Jul and Aug-Jan) n/a n/a CIN PAID IN FULL
$420/panel Annually- FEEDS HOMEBASE BUILDING -
(bldg F) n/a n/a CIN PAID IN FULL
Landscape American Civil
Constructors $27,882/yr
(ACC) $4,647/mo (Apr-Sep) $ 4,337.20 $ 309.80
Lighting Fluorescent $10/mo night check
Maintenance $33 trip charge for
repairs $ 9.33 $ 0.67
Pest Control Terminix $90/mo & $45/mo cancelled cancelled
Policing Xxx Xxxxxx $1625.00/mo $ 1,516.67 $ 108.33
Pressure Budget Building $1,356/qtr (Feb, May,
Washing Services Aug, Nov) $ 1,325.53 $ 30.47 Due in May
Sewer Service Colorado Sewer $1,700/service (once per
year) n/a n/a Due in August
Snow Removal M&M Construction Varies depending on
conditions & equip. used. n/a n/a
Sweeping PLM Company $1950/mo.
$90 for extra sweeps. $ 1,820.00 $ 130.00
APRIL INVOICE WAS A TOTAL OF
Recycling / $391.57/mo Recycling $1991.84 WHICH INCLUDED FUEL
Trash Removal Waste Management $1,547.92/mo Trash $ 1,859.05 $ 132.79 SURCHARGE ALSO.
$ 11,010.32 $ 869.52
ARVADA CONNECTION
EXPENSE PRORATIONS
CONTRACT 28 DAYS TO SELLER 2 DAYS TO BUYER
SERVICE CONTRACTOR AMOUNT (CIN ARVADA) (INLAND) NOTES
------------------------------------------------------------------------------------------------------------------------------------
Landscape American Civil $5,412/yr.
Constr. $902/mo Apr-Sept
$10/mo night checks; $ 841.87 $ 60.13
Lighting Fluorescent $33 Trip Charge for
Maintenance Repairs $ 9.33 $ 0.67
Pest Control Terminix $45/mo. cancelled cancelled
Policing Xxx Xxxxxx $595/mo $ 555.33 $ 39.67
Pressure Budget Building $547/quarter (Feb, May,
Washing Services Aug, Nov) $ 534.71 $ 12.29 Due in May
Sewer Service Colorado Sewer $1,700/service (once per
year) n/a n/a Due in August
Sweeping PLM Company $425/mo $ 396.67 $ 28.33
APRIL INVOICE WAS A TOTAL OF
Trash/Recycling Waste Management $394.20/mo Recycle $654.39 WHICH INCLUDED FUEL
$243/mo Trash $ 610.76 $ 310.29 SURCHARGE ALSO
$ 2,948.67 $ 451.38
EXHIBIT D
LICENSE AGREEMENTS
None
EXHIBIT D
LICENSE AGREEMENTS
None
EXHIBIT E
CONTRACT COSTS AND EXPENSES
None
