EX 99.3
CASH SALE OF PROPERTY UNITED STATES OF AMERICA
BY: 000 XXXXX XXXXXX STATE OF LOUISIANA
ASSOCIATES LIMITED
PARTNERSHIP
TO: THE LOFTS PARTNERS, L.L.C. PARISH OF ORLEANS
BE IT KNOWN, that on the dates, at the places, in the presence of the
witnesses and Notaries Public hereinafter named and undersigned:
PERSONALLY CAME AND APPEARED:
000 XXXXX XXXXXX XXXXXXXXXX LIMITED PARTNERSHIP, a Delaware limited
partnership in good standing, organized and existing under the laws of the
State of Delaware, and authorized to do business in the State of Louisiana,
domiciled in Boston, Massachusetts, through its General Partners (a)
Historic Preservation Properties 1989 Limited Partnership, a Delaware
limited partnership in good standing, organized and existing under the laws
of the State of Delaware, herein represented by its General Partner, Boston
Historic Partners Limited Partnership, a Massachusetts limited partnership
in good standing, organized and existing under the laws of the State of
Massachusetts, herein represented by its General Partner, Portfolio
Advisory Services, Inc., a Massachusetts corporation, pursuant to a
Resolution, an original of which is annexed hereto and made a part hereof,
dated February _____, 2006, represented by Xxxxxxxx X. Xxxxxxxx, its
President; (b) Xxxxx X. Xxxxxxx, a person of the full age of majority and a
resident of Orleans Parish, Louisiana, and (c) X. Xxxxx Xxxx, a person of
the full age of majority and a resident of Orleans Parish, Louisiana;
Mailing Address: 00 Xxxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxxxxx 00000
(hereinafter collectively referred to as "Seller")
who declared unto me, Notary, that Seller does by these presents grant, bargain,
sell, convey, transfer, assign, set over, abandon and deliver, with all legal
warranties except as hereinafter limited, and with full substitution and
subrogation in and to all the rights and actions of warranty which Seller has or
may have against all preceding owners and vendors, unto:
THE LOFTS PARTNERS, L.L.C., a Louisiana limited liability company organized
pursuant to Articles of Organization dated February 16, 2006, and filed
with the Louisiana Secretary of State on February 16, 2006, represented
herein by its Manager, Monarch Real Estate Advisors, Inc. through its
officers, Xxxxxx X. Xxxxxxxx, Xx., President and Xxxxxx X. Xxxx, Vice
President/Secretary duly authorized pursuant to the annexed L.L.C.
Certificate and Consent;
Mailing Address: 000 Xxxxx Xxxxxx, Xxxxx X
Xxx Xxxxxxx, Xxxxxxxxx 00000
(hereinafter referred to as "Purchaser")
here present, accepting and purchasing for itself, its successors and assigns,
and acknowledging due delivery and possession thereof, all and singular, the
following described property, to-wit:
THOSE CERTAIN LOTS OR PORTIONS OF GROUND, together with all the buildings
and improvements thereon, and all the rights, ways, privileges, servitudes,
appurtenances and advantages thereunto belonging or in anywise
appertaining, situated in the State of Louisiana, Parish of Orleans, in the
FIRST DISTRICT of the City of New Orleans, in SQUARE NO. 123, bounded by
Tchoupitoulas Street, Xxxxx Street, Xxxxxxxxx Street (side) (late Xxxxxxx)
and St. Xxxxxx Street (side). Said lots or portions of ground are
designated as LOT NOS. 23, 24, 25 AND A SMALL UNDESIGNATED TRIANGLE
ADJOINING LOT 25 on the Xxxxxxxxx Street side, which said lots adjoin each
other and measure as follows, to-wit:
Commencing at the intersection of Julia and Tchoupitoulas Streets, which
point is the POINT OF BEGINNING, measure North 78 degrees, 49 minutes West
a distance of 87 feet, three inches, no lines to a point; thence measure
South 11 degrees, 11 minutes West a distance of 62 feet, 10 inches, no
lines to a point; thence measure South 78 degrees, 49 minutes East a
distance of 99 feet, 8 inches, no lines to a point; thence measure due
North a distance of 64 feet, 0 inches, 5 lines to the POINT OF BEGINNING.
LOT NOS. 23 and 24 adjoin each other on the Tchoupitoulas Street side, said
Lot No. 24 forming the corner of Tchoupitoulas Street and Xxxxx Street. Lot
No. 24 adjoins Lot 25 on the Xxxxx Street side, which said lots front on
Xxxxx Street. Lot No. 25 adjoins the small undesignated triangle portion of
ground on the Xxxxxxxxx Street side and said lots 23 and 25 adjoin each
other on the St. Xxxxxx Street side.
All as more fully shown on survey made by Xxxxxxx, Xxxxx & Xxxxxxxx, Inc.,
Surveying & Engineering, Xxxxx X. Xxxxxxxx, R.L.S., dated January 10, 2006,
revised January 17, 2006, last revised February 17, 2006.
Improvements thereon bear the municipal address 000 Xxxxx Xxxxxx, Xxx
Xxxxxxx, Xxxxxxxxx.
TRACT II
Those certain predial servitudes of light, view, and passage for vehicular
and pedestrian egress and ingress in favor of Tract I created by act dated
August 1, 1989, filed August 11, 1989 at CIN 8597, records of Orleans
Parish, Louisiana.
TRACT III
Rights, title, and interest in and to the common wall located on the St.
Xxxxxx Street side of Lots 23, 25, and the triangular portion adjacent to
Lot 25, created by act dated August 1, 1989, filed August 11, 1989 at CIN
8597, records of Orleans Parish, Louisiana.
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Being the same property acquired by 000 XXXXX XXXXXX ASSOCIATES LIMITED
PARTNERSHIP, a Delaware limited partnership, from Xxxxxxx Xxxxxx, wife
of/and Xxxxx X. Xxxxx, per Act of Exchange dated August 1, 1989, registered
on August 1, 1989, under NA# 8110, as Conveyance Office Instrument No. 8596
of the conveyance records for Orleans Parish, Louisiana.
(hereinafter the "Property")
THIS ACT IS MADE AND ACCEPTED SUBJECT TO THE FOLLOWING:
1. Terms and conditions of that certain Agreement to Abandon Common Wall
dated August 1, 1989, filed August 11, 1989 at CIN 8597, records of
Orleans Parish, Louisiana.
2. The following matters as shown on survey made by Xxxxxxx, Xxxxx &
Couturie, Inc., Surveying & Engineering, Xxxxx X. Xxxxxxxx, R.L.S.,
dated January 10, 2006, revised January 17, 2006, last revised
February 17, 2006:
(a) Encroachment of down spouts onto Julia and Tchoupitoulas Streets.
(b) Encroachment of awning onto Tchoupitoulas Street.
AS IS LANGUAGE
Purchaser acknowledges that the Property herein conveyed, including
all improvements and component parts, all plumbing, heating and air-
conditioning systems, electrical systems, built-in appliances, and any
and all other items located thereon are conveyed by Seller and
accepted by Purchaser As Is, Where Is, and With All Faults, without
any warranty of any kind whatsoever, even as to the operation or
suitability of the Property for the use intended by Purchaser, and
without regard to the presence of apparent or hidden defects and with
Purchaser's full and complete waiver of any and all rights for the
return of all or any part of the purchase price by reason of any such
defects. Purchaser acknowledges and declares that neither Seller nor
any party whomsoever, acting or purporting to act in any capacity
whatsoever on behalf of Seller, has made any direct, indirect,
explicit or implicit statement, representation or declaration, whether
by written or oral statement or otherwise, upon which Xxxxxxxxx has
relied, concerning the existence of any quality, characteristic or
condition of the Property herein conveyed. Purchaser has had full,
complete and unlimited access to the Property herein conveyed for all
tests and inspections which Purchaser, in its sole discretion, deems
sufficiently diligent for the protection of its interests.
Purchaser expressly waives the warranty of fitness and the warranty
against redhibitory vices and defects, whether apparent or latent,
including but not limited to mold and/or mildew, imposed by Louisiana
Civil Code Article 2476, and other applicable State or Federal law and
the jurisprudence there under. Purchaser further waives any rights
which Purchaser may have in redhibition or to a reduction of purchase
price pursuant to Louisiana Civil Code Articles 2520 through 2548,
inclusive, in connection with the Property herein conveyed to
Purchaser by Seller.
Without limiting the foregoing, Purchaser releases Seller from any and
all claims, demands, causes of action, judgments, losses, damages,
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liabilities, costs and expenses (including attorney's fees, whether
suit is instituted or note), liquidated or contingent (Claims),
arising from or related to (a) any defects, errors or omissions in the
desing or construction of the premises, whether the same are a result
of negligence or otherwise; (b) other conditions (including termite or
other wood destroying insect infestation and resultant damage
therefrom and environmental conditions) affecting the Property,
whether the same are as a result of negligence or otherwise. The
releases set forth in this paragraph specifically include any Claims
under any Environmental laws, under Americans with Disabilities Act of
1990, 42 U.S.C. Section 12101, et seq., or with respect to any
Environmental Risk. Environmental laws include, without limitation,
the solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act (42 U.S.C. Section 9601, et seq.), the Emergency
Planning Community Right to Know Act (42 U.S.C. Section 1101, et
seq.), the Clean Air Act (42 U.S.C. Section 7401, et seq.), the Clean
Water Act (33 U.S.C. Section 12541, et seq.), the Toxic Substances
Control Act (15 U.S.C. Section 2601, et seq.), the Hazardous Materials
Transportation Act (49 U.S.C. Section 1801, et seq.), the Occupational
Safety and Health Act (29 U.S.C. Section 651, et seq.), the Federal
Insecticide, Fungicide and Rodenticide Act (7 U.S.C. Section 136, et
seq.), and the Safe Drinking Water Act (42 U.S.C. Section 300, et
seq.), as any of the same may be amended from time to time, and any
state or local law dealing with environmental matters, and any
regulation, order, rule, procedure, guideline and the like promulgated
in connection therewith, regardless of whether the same are in
existence on the date of this act. Environmental Risk consists of any
risk to persons or the environment, including, without limitation, (i)
the presence of any friable, damaged asbestos upon the Property; and
or (ii) the releases or discharge of any hazardous substance or
hazardous waste (as defined by any Environmental Laws) onto or from
the Property of such a nature or to such an extent as to require
clean-up under applicable law.
Purchaser declares and acknowledges that all of the above releases and
waivers have been brought to Purchaser's attention and explained in
detail, and that Xxxxxxxxx has voluntarily and knowingly consented to
said releases and waivers.
THE LOFTS PARTNERS, L.L.C. DATE: FEBRUARY , 2006
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BY: MONARCH REAL ESTATE
ADVISORS, INC., MANAGER
BY:
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XXXXXX X. XXXXXXXX, XX., PRESIDENT
BY:
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XXXXXX X. XXXX,
VICE PRESIDENT/SECRETARY
TO HAVE AND TO HOLD the above-described Property to Purchaser, Xxxxxxxxx's
successors and assigns forever.
This sale is made and accepted for and in consideration of the price and
sum of ONE MILLION EIGHT HUNDRED THOUSAND AND 00/100 ($1,800,000.00) DOLLARS,
all cash, and which Purchaser has well and truly paid, in ready and current
money, to
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Seller, who hereby acknowledges the receipt thereof and grants full acquittance
and discharge therefor.
It will appear that all ad valorem taxes bearing against the Property, up
to and including those due for the year 2005 have been paid. City of New Orleans
taxes for the year 2006 have been pro-rated between Seller and Purchaser to date
hereof. The Purchaser at 000 Xxxxx Xxxxxx, Xxxxx X, Xxx Xxxxxxx, Xxxxxxxxx
00000, shall be responsible for all ad valorem taxes bearing against the
Property for the year 2006, and Purchaser shall further be responsible for the
payment of the said 2006 taxes.
By reference to conveyance and mortgage certificates issued by the
Registrar of Conveyances and the Recorder of Mortgages for Orleans Parish,
Louisiana, it does not appear that the property has been heretofore alienated by
Seller and that it is subject to only the following encumbrance.
MIN 472767 -Multifamily Mortgage, Assignment of Rents and Security
Agreement granted by 402 Xxxxx Street Associates Limited Partnership in
favor of Investment Property Mortgage, L.L.C. in the amount of
$1,100,000.00, dated and filed July 9, 1998, and
MIN 472768 -Assignment of Mortgage by Investment Property Mortgage, L.L.C.
to Xxxxxx Xxx dated and filed July 9, 1998,
which inscriptions will be cancelled of record contemporaneously with the
passing of this act of sale.
The aforesaid tax research and certificates are annexed to the original of
this act, and the parties take cognizance that conveyance and mortgage
certificates are open at the date hereof, being not yet dated and signed, and
release me, the undersigned Notary Public, from all liability and responsibility
in connection therewith.
As part of the herein sale, Seller hereby assigns to Purchaser all of
Seller's interest in any leases and deposits with tenants pertaining to the
Property, as well as all furniture, fixtures, appliances, systems, landscaping
and including the name "Loft Apartments".
(SIGNATURES ON NEXT PAGES)
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THUS DONE, SIGNED AND PASSED, on this _____ day of February, 2006, in the
County/Parish of _______________, State of ________________, in my presence and
in the presence of the undersigned competent witnesses, who have hereunto signed
their names with the said appearer and me, Notary, after reading of the whole.
WITNESSES: 000 XXXXX XXXXXX ASSOCIATES LIMITED
PARTNERSHIP, A DELAWARE LIMITED
PARTNERSHIP
BY ITS GENERAL PARTNERS:
/s/ Illegible
------------------------------------- HISTORIC PRESERVATION PROPERTIES 1989
Print Name: Illegible LIMITED PARTNERSHIP, A DELAWARE
LIMITED PARTNERSHIP
/s/ XXXXXXX XXXXXXX
------------------------------------- BY: BOSTON HISTORIC PARTNERS LIMITED
Print Name: XXXXXXX XXXXXXX PARTNERSHIP, ITS GENERAL PARTNER
BY: PORTFOLIO ADVISORY SERVICES,
INC., ITS GENERAL PARTNER
BY: /s/ XXXXXXXX X. XXXXXXXX
------------------------------------
XXXXXXXX X. XXXXXXXX,
PRESIDENT
/s/ Xxxxxxx X. Xxxxx
----------------------------------------
NOTARY PUBLIC
MY COMMISSION EXPIRES 8/10/2012
(SEAL)
NOTE: NOTARY CANNOT BE A WITNESS
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THUS DONE, SIGNED AND PASSED, on this _____ day of February, 2006, in the
Parish of Orleans, State of Louisiana, in my presence and in the presence of the
undersigned competent witnesses, who have hereunto signed their names with the
said appearer and me, Notary, after reading of the whole.
WITNESSES: 000 XXXXX XXXXXX ASSOCIATES LIMITED
PARTNERSHIP, A DELAWARE LIMITED
PARTNERSHIP
BY ITS GENERAL PARTNERS:
------------------------------------- ----------------------------------------
Print Name: XXXXX X. XXXXXXX
------------------------------------- ----------------------------------------
Print Name: X. XXXXX XXXX
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XXXXX XXXXXXXXX - NOTARY PUBLIC
BAR #10222
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THUS DONE, SIGNED AND PASSED, on this _____ day of February, 2006, in the
Parish of Orleans, State of Louisiana, in my presence and in the presence of the
undersigned competent witnesses, who have hereunto signed their names with the
said appearer and me, Notary, after reading of the whole.
WITNESSES: THE LOFT PARTNERS, L.L.C.
BY: MONARCH REAL ESTATE
ADVISORS, INC., MANAGER
-------------------------------------
Print Name:
BY:
------------------------------------
XXXXXX X. XXXXXXXX, XX.,
PRESIDENT
-------------------------------------
Print Name:
BY:
------------------------------------
XXXXXX X. XXXX,
VICE PRESIDENT/SECRETARY
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XXXXX XXXXXXXXX - NOTARY PUBLIC
BAR #10222
