EXHIBIT 10.25
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered into
as of this 20th day of February, 1997, by and between PARK PLACE GENERAL
PARTNERSHIP, a Washington general partnership (hereinafter "Seller") and
BROOKDALE LIVING COMMUNITIES, INC., a Delaware corporation (hereinafter
"Buyer").
R E C I T A L S
WHEREAS, Seller owns real property, consisting of approximately 7.55 acres,
situated in the State of Washington, County of Spokane, 000 X. Xxxx Xxxx,
Xxxxxxx, Xxxxxxxxxx 00000, upon which an one hundred and seventeen (117) unit
independent living retirement facility and the personal property used in
conjunction therewith is located, which real property, improvements thereon and
personal property are operated by Seller under the name Park Place Independent
Living Retirement Facility;
WHEREAS, Park Place II, L.L.C., a Washington limited liability company,
("Park Place II") owns real property, consisting of approximately 4.59 acres,
adjacent to Seller's property, and located at 000 X. Xxxx Xxxx, Xxxxxxx,
Xxxxxxxxxx 00000, upon which an eighty-three (83) unit assisted living
retirement facility and other improvements thereon is located, and which is
operated by Park Place II under the name Park Place II Assisted Living and
Special Care Facility, which Park Place II and Buyer have entered into a
Purchase and Sale Agreement executed on even date herewith;
WHEREAS, Park Place II Assisted Living and Special Care Facility and Park
Place Independent Living Retirement Facility, together, are operated by Seller
and Park Place under the name Park Place Retirement Community;
WHEREAS, Seller has agreed to sell to Buyer all of Seller's right, title
and interest in the real property and all improvements constructed or situated
thereon, together with all of Seller's tangible and intangible personal property
used in the operation of the Seller's business conducted upon the real property
(including, but not limited to, all trademarks, permits and licenses), and Buyer
has agreed to purchase same from Seller subject to the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
promises specified in this Agreement, and for other good and valuable
consideration, Buyer and Seller agree as follows:
ARTICLE 1.
PURCHASE AND SALE
1.01 Purchase and Sale. Subject to the terms and conditions of this
Agreement, Seller agrees to sell, convey and transfer to Buyer, and Buyer agrees
to purchase from Seller, at Closing, all of Seller's right, title and interests
in and to the following assets owned by
Seller and used in connection with the ownership or operation of the Park Place
Independent Living Retirement Facility.
(A) All of the land situated in the State of Washington, County of
Spokane, 000 X. Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxx 00000, legally described on
attached Exhibit "1.01(A)," consisting of approximately 7.55 acres,
together with any and all improvements located on such land, and all of the
rights, privileges, easements and appurtenances belonging or appertaining
to such land and improvements, including any right, title and interest in
and to streets, alleys and rights-of-way adjacent to such land (such land
and improvements and all such rights, privileges, easements and
appurtenances are collectively referred to herein as the "Real Property").
(B) All tangible or intangible personal property or interest therein
now or hereafter owned or held by Seller in connection with the Real
Property (or any portion thereof) or in connection with the ownership,
operation, management or use thereof, except for personal property
specifically excluded pursuant to the terms of this Agreement, including,
but not limited to: (1) any trade style or trade names used in connection
with the Real Property, including but not limited to the names Park Place
Independent Living Retirement Facility and Park Place Retirement Community;
(2) any and all contract rights and other agreements or leases affecting
the Real Property; (3) all plans and specifications or other construction
drawings of any type in Seller's possession or control prepared in
connection with the construction of any improvements or proposed
improvements; (4) all current assignable contracts, guaranties and
warranties (including guaranties and warranties pertaining to the
acquisition of the Real Property, or any parcel thereof by Seller),
licenses and other permits, approvals, authorizations, certificates,
permissions, no action letters and similar assurances issues by any private
person or persons or by any governmental or quasi-governmental authority or
authorities relating to the Real Property, or any portion thereof, or the
ownership, operation, management or use thereof; (5) all site plans,
surveys, soil and substrata studies, water studies, environmental studies,
architectural renderings, engineering plans, and other plans, diagrams, or
studies of any kind relating to the Real Property, or any portion thereof;
and (6) all furniture, inventory, books and records, equipment, machinery,
tools, appliances, kitchen equipment, dishes and utensils and any and all
other tangible or intangible property on the Real Property, or used in
connection with the ownership and operation of the Real Property and/or the
operation of Seller's business on the Real Property (all of the foregoing
are hereinafter collectively called the "Personal Property."
The assets and property interests of Seller described in Section 1.01(A) and
1.01(B) being sold pursuant hereto shall collectively be referred to as the
"Assets."
1.02 Excluded Assets. The parties hereto agree and acknowledge that
Seller is not transferring the following Assets to Buyer: (1) the existing
checking account with Xxxxx Fargo Bank, Account No. 4159 659929, for revenues,
deposits and expenses paid, any xxxxx cash or utility deposits or interest on
utility deposits or reserves, relating to the Assets being
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sold pursuant hereto or the operation by Seller of the Park Place II Assisted
Living and Special Care Facility prior to the Closing Date, (2) the money market
account existing with Xxxxx Fargo Bank, Account No. 6428 305379 for security
deposits, and (3) a HUD loan Reserve Account existing with Xxxxx Fargo Bank,
Account No. 6428 305387.
1.03 Contingency. The purchase and sale of the Assets referred to herein
shall be conditioned upon the simultaneous closing of the purchase and sale of
the Assets owned by Park Place II (hereinafter "Park Place II Assets") referred
to in that certain Purchase and Sale Agreement between Park Place II and Buyer
dated as of the date hereof (hereinafter the "PPII Agreement"). A "Seller
Default" by Park Place II under the PPII Agreement shall automatically be a
Seller Default by Seller under this Agreement. A "Buyer Default" by Buyer under
the PPII Agreement shall automatically be a Buyer Default under this Agreement.
In the event that Buyer terminates the PPII Agreement in accordance with its
terms, this Agreement shall automatically terminate and the Xxxxxxx Money (as
defined below) shall be returned to Buyer, except in the event such termination
was the result of a Buyer Default. In the event Park Place II terminates the
PPII Agreement in accordance with its terms, this Agreement shall automatically
terminate and Buyer shall have no rights or remedies against Seller except in
the event such termination was a result of a Seller Default.
ARTICLE 2.
PURCHASE PRICE
2.01 Purchase Price. Subject to the remaining terms and conditions of
this Agreement, Seller agrees to sell and Buyer agrees to purchase the Assets
for a total purchase price (the "Purchase Price") of Six Million, Five Hundred
Thousand Dollars ($6,500,000.00), subject to adjustments and prorations in
accordance with this Agreement. Seller and Buyer shall agree on an allocation
of the Purchase Price among the Real Property and the Personal Property on or
before Closing.
2.02 Xxxxxxx Money. Buyer has deposited in an escrow account with First
American Title, Spokane, Washington, which will provide title insurance for the
project ("Title Company"), the sum of Twenty-Two Thousand, Six Hundred, Forty-
Eight and 08/100 Dollars ($22,648.08) in cash as initial xxxxxxx money (the
"Initial Xxxxxxx Money"). Simultaneously with the execution of this Agreement
by Buyer, Buyer shall deposit an additional Ninety Thousand, Five Hundred,
Ninety-Two and 33/100 Dollars ($90,592.33) in cash as additional xxxxxxx money
(the "Additional Xxxxxxx Money") which shall be applied to the purchase price of
the Assets herein upon Closing. The Initial Xxxxxxx Money and the Additional
Xxxxxxx Money, together with all accrued interest thereon, is referred to herein
as the "Xxxxxxx Money." The Initial Xxxxxxx Money along with the Additional
Xxxxxxx Money shall be invested by the title company in a money market fund or
in such other investment instrument or account designated by Buyer. Upon
successful completion of the Feasibility Period as provided in Section 2.03
herein without Buyer terminating this Agreement, the Initial Xxxxxxx Money and
the Additional Xxxxxxx Money shall be nonrefundable and payable to Seller in the
event Buyer fails to complete the purchase of
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the Assets in accordance with the terms and conditions of this Agreement because
of a Buyer Default. The Initial Xxxxxxx Money and the Additional Xxxxxxx Money
shall be held by the Company and applied to the purchase price at Closing.
2.03 Feasibility Period. The feasibility period ("Feasibility Period"),
during which the Buyer shall conduct its due diligence with respect to the
Assets to be acquired by it under this Agreement, shall run from the date of
this Agreement through the periods specified in Exhibit "2.03" hereto. Seller
and Buyer acknowledge that the length of the Feasibility Period differs with
respect to each outstanding issue or item (an "Item") detailed in Exhibit
"2.03."
During the Feasibility Period, Buyer shall have the right to physically
inspect the condition of the Assets, to review the books and records maintained
for the Assets, to conduct various tests with respect to the Real Property at
the sole cost of Buyer, including, but not limited to, soil tests and
environmental and hazardous and toxic waste tests and to otherwise determine the
feasibility (economic or otherwise) of the acquisition, ownership and
development of the Assets. At any time during the Feasibility Period with
respect to any Item in question specified in Exhibit "2.03" for the period of
time specified in Exhibit "2.03", Buyer, in Buyer's sole and absolute
discretion, may, upon written notice to Seller, terminate this Agreement if
Buyer is not satisfied with the results of its due diligence investigations
and/or the materials delivered to Buyer relating to such Item, in which event,
the Xxxxxxx Money shall be returned to Buyer and all of the rights, duties and
obligations of the parties hereto shall immediately terminate, and this
Agreement shall be null, void and of no further force or effect. Regardless of
whether or not Buyer terminates this Agreement during the Feasibility Period,
Buyer shall provide Seller with copies of any reports, tests, inspections and
surveys with respect to the Real Property, including but not limited to, soil
tests and environmental and hazardous toxic waste tests, and any other tests and
reports and inspections which Buyer may have conducted during the Feasibility
Period, subject to the limitations contained in Section 15.07 below. Seller
shall reasonably cooperate with Buyer and Buyer's agents, employees and
representatives in connection with Buyer's inspections, tests, surveys and
studies of the Assets. Buyer shall complete all of Buyer's due diligence
relating to each Item, prior to the expiration of the Feasibility Period
relating to each such Item. Upon the expiration of the specific time period for
the specific Items set forth in Exhibit "2.03" without Buyer terminating this
Agreement, Buyer may no longer terminate this Agreement because of Buyer's
dissatisfaction relating to the specific Item in question.
In Exhibit "2.03", Buyer has set forth specific Items and the time needed
to review and approve each Item, which Exhibit "2.03" shall serve to extend the
Feasibility Period for the specific Items set forth therein for the time periods
set forth therein. If Buyer, in Buyer's sole and absolute discretion, is not
satisfied with the resolution of the specific Items set forth in Exhibit "2.03,"
within the time period set forth in Exhibit "2.03," Buyer shall then have the
right, in Buyer's sole and absolute discretion, to terminate this Agreement at
any time on or prior to the expiration date of the specific time period for the
outstanding Item, and Buyer shall be refunded the Xxxxxxx Money. Buyer shall
not otherwise terminate the Agreement with respect to any Item, except for its
dissatisfaction, in its sole and absolute discretion, with a specific Item
during the specific time period set forth in Exhibit "2.03."
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Once the specific time period has expired for a specific Item, Buyer may not
terminate this Agreement and request a refund of the Xxxxxxx Money because of
Buyer's dissatisfaction with such Item. In the event of a Buyer Default (as
defined in Section 17.02 below) of any terms of this Agreement, the Xxxxxxx
Money shall be non-refundable to Buyer and payable to Seller as described in
Section 17.02 below.
2.04 Manner of Payment of Purchase Price. The Purchase Price shall be
paid by Buyer to Seller in cash at Closing either by wire transfer funds or by
cashier's or certified check.
2.05 Liability Assumption. In addition to the payment of the Purchase
Price, at the date of Closing, Buyer shall assume and agree to pay and/or
perform in a timely manner and discharge as they come due, subsequent to Closing
the following liabilities and obligations of Seller:
(A) the obligations of Seller accruing after the date of Closing under
the Leases described in Exhibit "2.05(A)" hereto (the "Leases"); and
(B) the obligations of Seller accruing after the date of Closing under
the Contracts described in Exhibit "2.05(B)" hereto (the "Contracts").
Buyer shall not assume Contracts described in Exhibit "2.05(C)" hereto
which shall be terminated by Seller prior to Closing (the "Nonassigned
Contracts"). At Closing, Seller shall indemnify and hold harmless Buyer for
obligations under the (i) foregoing Leases and Contracts that accrued prior to
Closing and (ii) the foregoing Nonassigned Contracts that accrue prior to and/or
after Closing. At Closing, Buyer shall indemnify and hold harmless Seller for
obligations under the Leases and Contracts that accrue subsequent to Closing.
ARTICLE 3.
PRORATIONS AND BROKERAGE FEE
3.01 Buyer and Seller agree to prorate the following items, in cash or
other immediately available funds, on a daily basis, as of the Closing Date:
(A) all real property taxes relating to the Assets (in the event the
actual amount of all real property taxes are not known at Closing, such
taxes shall be prorated on the basis 1997 budgeted assumptions submitted in
the 1997 budget prepared by S.L. Start and Associates, and included in
correspondence dated January 21, 1997 from Xxx XxXxxxxxx on behalf of
Seller to Buyer (the "1997 Budget") and shall be reprorated after Closing
when the final amounts are known, and any such reproration payment shall be
due within ten (10) days after written demand from the party owed such
amount;
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(B) All personal property taxes relating to the Personal Property
became a lien one (1) year prior to when the personal property tax is
normally payable, and Seller shall pay for the personal property taxes for
1996 normally payable in the year 1997 and personal property taxes normally
payable in year 1998 for calendar year 1997 will be prorated between the
parties;
(C) all costs and expenses of pre-paid services and inventory which
accrue to Buyer's benefit after Closing and amounts owed for services and
inventory which benefitted Seller prior to Closing and are to be paid by
Buyer after Closing;
(D) rents and other sums due under the Leases set forth in Exhibit
"2.05(A)" hereto;
(E) obligations due under Contracts set forth in Exhibit "2.05(B)"
hereto;
(F) advance payments by residents or tenants for future services not
yet rendered as of the Closing;
(G) payments for licenses with Department of Health, including
Boarding Home fee and food service fee to the extent any such payments
accrue to Buyer's benefit after Closing, it being understood that Buyer is
not taking an assignment of such permits and any such proration shall only
benefit Seller to the extent Buyer pays less for such new licenses than
Buyer would have otherwise paid.
3.02 Brokerage Fee. Seller and Buyer have agreed to a "referral fee" due
and payable to Gulf/Atlantic Valuation Services. Each party shall be
responsible for the payment of their own portion of said fee agreement outside
of Closing. Each fee agreement with Gulf/Atlantic Valuation Services is
negotiated through separate agreement. Each party shall be responsible for any
other brokerage fees or commissions which such party incurs as a result of this
transaction.
3.03 Security Deposits. At Closing, Seller shall either pay to Buyer, or
Buyer shall be entitled to a credit against the Purchase Price equal to, all
security deposits and other amounts paid by residents or tenants which are
refundable to such residents or tenants (the "Security Deposits"). The Security
Deposits shall not include accrued interest on the Security Deposits earned by
Seller to the extent such interest does not have to be paid to any tenants or
residents.
ARTICLE 4.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
4.01. Seller's Covenants. Between the date of the execution of this
Agreement and the date of the Closing, Seller shall:
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(A) keep and perform all of the obligations to be performed by the
Seller under each and every agreement, permit, license and approval
relating to or affecting the Assets, including without limitation the
Leases listed in Exhibit "2.05(A)" attached hereto, the Contracts listed in
Exhibit "2.05(B)" attached hereto and the Nonassigned Contracts listed in
Exhibit "2.05(c)" attached hereto;
(B) not enter into, execute, extend, renew, terminate or modify any
lease, easement, license or any other agreement relating to or affecting
the Assets without, in each case, Buyer's prior written consent and
approval, other than residency agreements on Seller's standard form without
material modifications, and at rates equal to or greater than Seller's
current scheduled rates as depicted on Exhibit "4.01(B)" attached hereto.
Copies of such residency agreements shall be delivered by Seller to Buyer
within five (5) days after being signed (but in no event later than
Closing);
(C) effectuate, at Seller's own expense, all necessary maintenance,
repair, and replacements required to maintain the Assets in good condition
and repair;
(D) not convey or remove from the Assets or any portion thereof any of
the Personal Property located on the Assets; and
(E) cooperate with Buyer in obtaining all permits, licenses and
approvals described in this Agreement, and take all actions reasonably
requested by Buyer in connection therewith.
(F) not mortgage, hypothecate or further encumber the Assets or any
portion thereof or permit any liens on the Assets or any portion thereof to
arise by operation of law, except that Seller may mortgage (the "Seller
Deed of Trust") the Real Property to a current partner in Seller in
connection with the acquisitions of such partnership interests in Seller
provided that the aggregate amount of all sums secured by all liens,
mortgages and other encumbrances on the Assets does not exceed ninety
percent (90%) of the Purchase Price.
(G) remedy, at Seller's own expense, all violations of laws,
ordinances, orders or other requirements relating to the ownership,
construction, development and operation of the Assets which have been or
may be imposed by any governmental authority having jurisdiction over, or
affecting, all or any part of the Assets prior to the date of the Closing;
provided, however, that if such remedy would cost in excess of Fifty
Thousand Dollars ($50,000.00), Seller shall notify Buyer that Seller elects
not to pay such amounts in excess of FiftyThousand Dollars ($50,000.00),
and Buyer shall have ten (10) days after such notification to elect to
either (i) terminate this Agreement, in which case the Xxxxxxx Money shall
be returned to Purchaser or (ii) pay such amounts in excess of Fifty
Thousand Dollars ($50,000.00), and in the event Buyer does not make a
timely election, Buyer shall be deemed to have selected item (i) above.
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4.02 Representations and Warranties.
(A) In order to induce Buyer to enter into this Agreement, Seller
represents and warrants to Buyer that on the date hereof and on the date of
the Closing:
(1) Seller has all the necessary and requisite authority to enter
into this Agreement and to consummate the transactions contemplated
hereby, and the persons executing this Agreement and all other
documents required to consummate the transactions contemplated hereby
on behalf of Seller are duly authorized to execute this Agreement and
such other documents on behalf of Seller.
(2) Seller is a general partnership duly formed and validly
existing under the laws of the state of Washington;
(3) Seller is a "United States person," as defined by Internal
Revenue Code Section 1445 and Section 7701.
(4) The execution of this Agreement by Seller does not, and the
performance by Seller of the transactions contemplated by this
Agreement will not, violate or constitute a breach of its partnership
agreement and any amendments thereto, or any partners' resolution of
Seller or any contract, permit, license, order or decree to which
Seller is a party or by which Seller or its assets are bound.
(5) Seller has good, marketable and indefeasible fee simple title
to the Real Property, subject only to the matters disclosed in the
preliminary title report referred to in Section 8.01 of this Agreement
and the Seller Deed of Trust (and any related note) to be recorded
prior to Closing, and Seller will deliver to Buyer at Closing, a
statutory warranty deed, conveying good, marketable and insurable
title to the Real Property free and clear of all liens, pledges, and
encumbrances, except for the "Permitted Exceptions" described in
Exhibit "6.02" attached hereto.
(6) No party, person or entity is in possession of the Assets or
any portion thereof, and, no party, person or entity has any interest
in the Assets, or any portion thereof, except for (i) lessees under
the Leases referred to in Exhibit "2.05.A", (ii) Seller, (iii) the
matters disclosed in the Title Commitment and (iv) the Seller Deed of
Trust (and any related note) to be recorded prior to Closing.
(7) To the best of Seller's knowledge, the Assets and the
operation thereof are not in violation of any applicable federal or
state law, or any ordinance, order or regulation of any governmental
or quasi-governmental
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agency having jurisdiction over the Assets. No proceedings of any
type (including condemnation or similar proceedings) have been
instituted or to the knowledge of the Seller are pending or
contemplated against the Real Property or any part thereof or the
Assets or any portion thereof.
(8) To the best of Seller's knowledge, there are no unrecorded
liens or encumbrances (including, but not limited to, liens relating
to environmental matters) against the Assets or any portion thereof.
(9) Seller has not been notified of, nor billed for, any special
assessments of any nature with respect to the Real Property or any
portion thereof, nor has the Seller received any written notice of,
nor has the Seller knowledge of, any such special assessment being
contemplated.
(10) To the best of Seller's knowledge, true, correct and
complete copies of the Leases, the Contracts and the Nonassigned
Contracts listed in Exhibits "2.05(A)", "2.05(B)" and "2.05(C)",
together with all amendments thereto and modifications thereof, have
been delivered to Buyer or will be delivered to Buyer within the time
period provided in this Agreement, and all subsequent amendments or
modifications to any such contract or lease shall be promptly
delivered to Buyer.
(11) There are no outstanding contracts or commitments made by
Seller for any work or materials in connection with the Assets which
have not been, or will not be, on or before the date of the Closing,
fully paid for on a timely basis and except for the Leases and
Contracts to be assigned to Buyer pursuant to this Agreement, there
are no leases, contracts, commitments or agreements which will bind
Buyer or the Assets from and after Closing.
(12) No person or entity has any right or option to acquire all
or any portion of the Assets, other than Buyer pursuant to this
Agreement.
(13) To the best of Seller's knowledge, there currently exist no
events of default by Seller, or events which with passage of time or
notice or both would constitute events of default by Seller, under the
terms and provisions of any leases or any other contracts or
agreements, with respect to the Assets to which Seller is a party, or
to Seller's best knowledge, by any other party thereto.
(14) Seller has no employees employed in connection with the
operation of the Assets, other than the employees listed on Exhibit
"11.02(C)" of this Agreement.
(15) Seller holds, and at all times through the Closing will
hold, good, valid and marketable title to the Personal Property, free
and clear of any liens, encumbrances or adverse claims, except the
liens set forth in Exhibit
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"4.02(A)(15)" attached hereto, and Seller has and at all time through
the Closing will have, the right and authority to convey or assign to
Buyer all of the Personal Property.
(16) To the best of Seller's knowledge, there are no violations
by Seller, or to the best of Seller's knowledge, by any other person
or entity, of any restrictive covenants or other matters affecting the
Real Property.
(17) Seller has not been notified of any litigation or
governmental proceeding (including, without limitation, any eminent
domain proceeding) affecting the assets or any portion thereof, and to
Seller's best knowledge, no such litigation or proceeding is pending,
threatened, contemplated or exists.
(18) All the books and records maintained for the Assets by
Seller or Seller's agents, employees or representatives are located at
Seller's xxxxxx xx X. 00 Xxxx, Xxxxxxx, Xxxxxxxxxx 00000.
(19) Seller does not now owe and will not owe any taxes or any
penalties or interest thereon pursuant to any governmental law,
statute or regulation for which Buyer is or will be obligated to or
liable for a withholding of funds from the Purchase Price pursuant to
any so called "bulk sales" law or other applicable law, state or
regulation.
(20) Except as set forth in the the Underground Storage Tank
Permanent Closure/Change-In-Service Checklist prepared by Industrial
Tank dated April 10, 1992, (a) Seller has not generated, treated,
stored or disposed of Hazardous Materials (as defined below) in, under
or upon the Real Property (above or below ground), or any portion
thereof, or used any Hazardous Materials in or on the Assets, or any
portion thereof, in violation of any Environmental Laws; (b) to the
best of Seller's knowledge, no prior owner and no prior or current
occupant generated, treated, stored or disposed of such Hazardous
Materials in, under or upon the Real Property, or used any Hazardous
Materials in or on the Assets, or any portion thereof, in violation of
any Environmental Laws; (c) to the best of Seller's knowledge, no
Hazardous Materials are present in, under or upon the Real Property,
or any portion thereof; (d) to the best of Seller's knowledge, the
Assets and the use and operation of the Assets are not in violation of
any Environmental Laws (as defined below); (e) to the best of Seller's
knowledge, no portion of the Real Property has ever been used as a
sanitary landfill or dump; (f) to the best of Seller's knowledge, no
underground storage tank or tanks are located on or under the Real
Property; and (g) to the best of Seller's knowledge, no Hazardous
Materials or underground storage tanks are present in, under or upon
any parcel of property adjacent to the Real Property.
(21) To the best of Seller's knowledge, no portion of the Real
Property is a wetland designated by the United States Army Corp of
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Engineers or other federal, state or local body or agency having
jurisdiction over the Assets, or any portion thereof.
(22) To the best of Seller's knowledge and except as otherwise
disclosed in writing to Buyer on or before February 21, 1997, there
are no user or other fees being assessed relating to the aquifer
protection area.
(23) To the best of Seller's knowledge, no portion of the Assets
contains any building materials containing asbestos or manufactured
from asbestos.
(24) The Real Property is adequately served by all necessary
utilities including, without limitations, storm water systems,
sanitary sewer, water, electricity, telephone, gas, cable, television
and other utility services necessary to operate the Park Place
Independent Living Retirement Facility. No assessments are currently
due in said utilities.
(25) Seller has not used the services of any broker or finder in
connection with the transactions contemplated hereby, except for the
referral fee to Gulf/Atlantic Valuation referred to in Section 3.02.
If any such fees or commissions are claimed or payable as a result of
Seller's claimed action or inaction, such shall be Seller's sole
responsibility. Seller shall indemnify, defend, and hold Buyer
harmless from and against any and all losses, damages, costs and
claims suffered or incurred by Buyer as a result or by reason of any
claim by any person or entity having dealt with Seller for any
brokerage commission or finder's or referral fee except as provided
herein.
(B) In the event at any time prior to Closing Seller learns or has
reason to believe that any of the aforesaid representations and warranties
is no longer true or valid, Seller shall immediately notify Buyer in
writing and therein specify the factors rendering, or likely to render,
such representations or warranties untrue or invalid. All representations
and warranties of Seller contained in this Section 4.02, or elsewhere in
this Agreement, shall be deemed remade as of the date of Closing.
4.03 Environmental Indemnity. Seller hereby agrees to indemnify, defend
and hold the Buyer harmless from and against any and all losses, liabilities,
damages, injuries, costs, expenses and claims incurred or suffered by or
asserted against Buyer arising from or related to Seller's breach of any
Environmental Law on or with respect to the operation of Seller's business on
the Real Property, or any of the warranties and representations stated in
Paragraphs, 4.02(A)(20) and 4.02 (A)(23) hereof. For purposes of this
Agreement, "Hazardous Material" means and includes any waste material or other
substance defined as hazardous in 42 U.S.C. Sec. 9601(14), or any related or
applicable federal, state or local statute, law, regulation or ordinance,
pollutants or contaminants (as defined in 42 U.S.C. (S) 9601(33), petroleum
(including crude oil or any fraction thereof), any form of natural or synthetic
gas, sludge (as defined in 42 U.S.C. (S) 6903(26A), radioactive substances,
hazardous waste (as defined in 42 U.S.C. (S) 6903(27)) and any other hazardous
wastes, hazardous
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substances, contaminants or pollutants as defined or described in any of the
Environmental Laws. As used in this Agreement, "Environmental Laws" means all
federal, state and local environmental laws, and any rule or regulation
promulgated thereunder, and any order, standard, interim regulation, moratorium,
policy or guideline of or pertaining to any federal, state or local government,
department or agency including but not limited to, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended
("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986 ("XXXX"),
the Clean Water Act, the Clean Air Act, the Toxic Substances Control Act, the
Occupational Safety and Health Act, the Federal Insecticide, Fungicide and
Rodenticide Act, the Maine Protection, Research, and Sanctuaries Act, the
National Environmental Policy Act, the Noise Control Act, the Safe Drinking
Water Act, the Resource Conservation and Recovery Act ("RCRA"), as amended, the
Hazardous Material Transportation Act, the Refuse Act, the Uranium Mill Tailings
Radiation Control Act and the Atomic Energy Act and regulations of the Nuclear
Regulatory Agency, and all state and local environmental laws and regulations.
The indemnification hereunder shall include and benefit Buyer , all subsidiaries
and affiliates of Buyer and any nominee or assignee of Buyer taking title to the
Assets at Closing.
ARTICLE 5.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER
5.01 Buyer's Covenants. Buyer shall apply, within five (5) Business Days
after the date this Agreement is fully executed and a copy has been delivered to
both parties, for all permits, licenses and approvals necessary to operate Park
Place Retirement Community.
5.02 Buyer's Representations and Warranties.
(A) In order to induce Seller to enter this Agreement, Buyer represents,
warrants and covenants to Seller that on the date hereof and on the date of
Closing:
(1) Organization. Buyer is a corporation duly organized, validly existing
and in good standing under the laws of the state of Delaware, has received all
necessary approval and authority to own its property and to carry on its
business as is now owned and operated by it. Buyer has the requisite corporate
authority to carry on business in the State of Washington.
(2) Authority. The Board of Directors of Buyer has duly approved the
agreements contemplated herein in accordance with Buyer's Articles of
Incorporation and Bylaws. The execution, delivery and performance hereof by
Buyer has been duly authorized by all necessary corporate actions of Buyer and
its Board of Directors.
(3) Operating Permits and Licenses. Buyer will use good faith efforts to
obtain prior to Closing all licenses and permits necessary to own and operate
the Assets and carry on the acquired business of the Park Place Retirement
Community. Buyer shall timely make
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(within five (5) Business Days after the date this Agreement is fully executed
and a copy has been delivered to both parties) and diligently proceed in good
faith to complete all applications necessary to operate Park Place Retirement
Community, including without limitations the transfer of the Department of
Health Boarding Home License from Seller to Buyer. Provided Buyer has timely
made such application and diligently pursued such permit or license, a failure
of the State of Washington or any applicable agency of the State of Washington
to issue and/or transfer all such licenses and permits shall not be a Purchaser
Default under this Agreement.
(4) Payment of Liabilities Assumed. Buyer shall pay and discharge all the
liabilities and obligations of Seller assumed by Buyer hereunder to include,
without limitation, the Leases and Contracts listed in Exhibits "2.05(A)" and
"2.05(B)," when and as the same shall become due and payable or dischargeable.
(5) Payment of Washington Sales and Use Tax. Buyer covenants and agrees
to pay any and all Washington state sales and use taxes, arising by virtue of
the sale of the Assets by Seller to Buyer.
(6) Inspection. Buyer has inspected all tangible property of the acquired
business and, except as otherwise provided in this Agreement, such tangible
property is in a condition, as of the date of such inspection by Buyer,
acceptable to Buyer.
(7) Broker Fees. Buyer has not used the services of any broker or finder
in connection with the transactions contemplated hereby, except for the referral
fee to Gulf/Atlantic Valuation referred to in Section 3.02. If any such fees or
commissions are claimed or payable as a result of Buyer's claimed action or
inaction, such shall be Buyer's sole responsibility. Buyer shall indemnify,
defend, and hold Seller harmless from and against any and all losses, damages,
costs and claims suffered or incurred by Seller as a result or by reason of any
claim by any person or entity having dealt with Buyer for any brokerage
commission or finder's or referral fee except as provided herein.
(8) No Litigation. To the best of Buyer's knowledge there are no suits,
claims or actions, whether legal, administrative, arbitration or other
proceeding, or governmental investigations pending, or to Buyer's knowledge
threatened, as of February 18, 1997, which if determined adversely to Buyer
would in Buyer's estimation result in a judgment against Buyer in excess of
$100,000.00.
(9) Solvency. As of the date of this Agreement Buyer's assets at a fair
valuation exceed the amount of all of Buyer's debts at a fair valuation, and
Buyer is able to pay all of its debts (including trade debts and contingent
liabilities) as they become due, and that no transaction contemplated hereby
shall constitute preferential or fraudulent transfers within the meaning of 11
U.S.C. (S)(S) 547 or 548 and under (S)(S) 19.40 and 23.72 of the Revised Code of
Washington.
(10) Accuracy of Representations and Warranties. Buyer's representations
and warranties set forth in this Agreement are true, accurate and correct.
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B. In the event at any time prior to Closing, Buyer learns or has reason
to believe that any of the aforesaid representations and warranties is no longer
true or valid, Buyer shall immediately notify Seller in writing, and therein
specify the factors rendering or likely to render such representations or
warranties untrue or invalid. All representations and warranties of Buyer
contained in this Section 5.02 or elsewhere in this Agreement shall be deemed
remade as of the date of Closing.
ARTICLE 6.
TITLE AND SURVEY MATTERS
6.01 Uniform Commercial Code Search. Seller shall order a Uniform
Commercial Code security interest search under the name of Seller, as debtor.
Such searches shall be done both at the office of the local place for filing and
at the central place of filing in the state of Washington. Seller shall provide
Buyer with the results of all such searches at least ten (10) days prior to the
original expiration date of the Feasibility Period.
6.02 Issuance of Title Policy. At the Closing Seller shall cause the
Title Company to issue to Buyer an Owner's Policy of Title Insurance (the "Title
Policy") with extended coverage and with the following endorsements (i) 3.01
Zoning Endorsement with parking and sign coverage, (ii) access endorsement,
(iii) contiguity endorsement insuring that the Real Property is contiguous with
the "Real Property" under the PPII Agreement and (iii) such other endorsements
as Buyer may reasonably request, and Seller reasonably approves, on or before
the expiration of the Feasibility Period as it relates to the Survey and title
exception documents (the "Title Review Period"), at Seller's cost and expense in
the full amount of the Purchase Price insuring good, marketable and insurable
fee simple title in Buyer of the Real Property, subject only to the Permitted
Exceptions described on Exhibit "6.02" attached hereto. In the event that Buyer
requests any additional title endorsements during the Title Review Period which
Seller refuses to include in the Title Policy, Buyer shall have the right within
seven (7) days of any such rejection in writing by Seller to either withdraw its
request for such endorsements, agree to pay for such endorsements itself, or
terminate this Agreement, in which case the Xxxxxxx Money shall be returned to
Buyer.
6.03 Commitment, Searches and Survey. Not later than ten (10) days prior
to the expiration of the Feasibility Period, Seller, at Seller's sole cost and
expense, shall deliver or cause to be delivered to Buyer, in form and substance
reasonably satisfactory to Buyer, six (6) copies of an ALTA-ACSM Class A "as-
built" survey ("Survey") (including field notes) with respect to the Real
Property, dated and certified as of a date subsequent to the date of this
Agreement, prepared by a Public Surveyor registered by the state of Washington,
setting forth the legal description of the Real Property, showing the location
of any improvements, and showing the size and location of all easements,
encroachments and encumbrances listed on the title commitment (identifying each
by volume and page reference or recording number if applicable), reciting the
exact area of the Real Property in acres and square feet, reciting the exact
area of each easement, encroachment and encumbrance, showing no portion of the
Real Property situated in an area designated by the U.S. Secretary
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of Housing and Urban Development (or by any other governmental or quasi-
governmental agency or authority having jurisdiction over the Real Property) as
a flood plain, special flood hazard area or general hazard area, showing all
visible utility lines upon the Real Property, and indicating such other
information reasonably requested by Buyer in writing prior to the expiration of
the Feasibility Period. The Survey shall meet the accuracy requirements of an
ALTA-ACSM Class A survey, and contain a certificate specifically addressed to
Buyer, the Title Company and any other party or parties designated by Buyer
reading as follows:
"The undersigned does hereby certify that (i) this survey was this day
made upon the ground of the property reflected hereon, for the benefit of
and reliance by Seller, Buyer, the Title Company and all other parties
listed above; (ii) the description contained hereon is correct; (iii) the
property and each parcel thereof has access to and from a dedicated roadway
as shown hereon; (iv) except as shown hereon, there are no discrepancies,
conflicts, shortages in area, encroachments, improvements, overlapping of
improvements, setback lines, easements, or roadways; (v) the total acreage
and the gross square footage and the square footage net of any portion of
the property lying within public roadways shown hereon are correct; (vi)
none of the property lies within the 100-year flood plain or any special
flood hazard area or general hazard area as designated by any governmental
agency; and (vii) this survey satisfies the accuracy requirements of an
ALTA-ACSM Class A "as-built" survey."
The Survey must be satisfactory to the Title Company so as to permit it to
issue extended coverage on the Title Policy at Closing.
ARTICLE 7.
ACCOUNTS RECEIVABLE AND ACCOUNTS PAYABLE
7.01 Accounts Receivable. Buyer agrees that the accounts receivable owned
by Seller as of the Closing Date for rent and services rendered prior to Closing
are not being transferred or sold hereunder, and that from the Closing Date
forward Seller will be entitled to receive payment of the same. Buyer shall
remit to Seller within ten (10) days following the end of each month, following
the Closing, all payments received by Buyer, for the prior month, on the
accounts receivable owned by Seller. Buyer will prepare a schedule of Seller's
accounts receivable showing all payments received thereon within ten (10) days
after the last day of each month, which schedule shall be subject to approval by
Seller, which approval shall not be unreasonably withheld or delayed. Seller
acknowledges and agrees that Buyer is not quaranteeing, collection of, nor will
Buyer be obligated to expend any sums to collect, any accounts receivable owed
to Seller. In the event any amounts are received from tenants or residents
which are not sufficient to bring such tenant's or resident's accounts current,
such amounts shall first be applied against the accounts receivable payable to
Seller.
7.02 Accounts Payable. Seller agrees to timely pay and satisfy in full
all amounts due for products, goods, supplies, inventory and services received
or performed at the Park
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Xxxxx Xxxxxxxxxxx Living Retirement Facility prior to the Closing Date. Buyer
agrees to timely pay and satisfy in full all amounts (i) accruing after the
Closing under the Contracts being assumed by Buyer and (ii) due for products,
goods, supplies, inventory and services received or performed in the ordinary
course of business after the Closing Date at the Park Place Independent Living
Retirement Facility pursuant to a schedule to be prepared by Seller and approved
by Buyer in Buyer's reasonable discretion prior to Closing (it being agreed to
by the parties that such schedule may include general estimates of the amounts
in question which do not have to be specified to the exact dollar). Such
schedule shall be revised and reconciled by the parties after the Closing from
time to time to reflect the actual amounts owed.
ARTICLE 8.
DELIVERY OF DOCUMENTS PRIOR TO CLOSING
8.01 Seller's Deliveries. Seller has delivered prior to the execution of
this Agreement the following:
(A) the results of the Uniform Commercial Code search and tax searches
on Seller, as debtor, in the state of Washington and County of Spokane;
(B) the preliminary title report;
(C) copies of all contracts, agreements, instruments or
arrangements described in Exhibits "2.05(A)", "2.05(B)" and "2.05(C)";
(D) a preliminary schedule of Seller's accounts receivable;
(E) a list of all of Seller's present employees of Park Place
Retirement Community and their titles, job descriptions, rates of pay,
bonuses earned, length of employment and vacation and sick pay earned and
accrued;
(F) copies of financial statements on the operation of the Park Place
Independent Living Retirement Facility for the immediately preceding two
(2) fiscal years;
(G) a copy of each survey, environmental report and appraisal, in the
possession of Seller and which relate to the Assets or the Park Place
Independent Living Retirement Facility; and
(H) a schedule setting forth the name of each resident or tenant and
the applicable rental charged, and copies of all current Leases.
8.02 Buyer's Deliveries. Within five (5) days from the date hereof Buyer
shall deliver to Seller:
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(A) the Certificate of Secretary or Assistant Secretary of Buyer, with
attached resolutions authorizing the transaction, and authorizing one or
more of the officers of Buyer to execute and deliver the Agreement; and
(B) the Buyer's most recent Financial Statements for 1995 and 1996.
ARTICLE 9.
CONDITIONS TO BUYER'S OBLIGATION TO CLOSE
The obligations of Buyer under this Agreement are subject to the
satisfaction, at or before the Closing, of all conditions set out in this
Article 9. In the event all of the conditions contained in this Article 9 are
not satisfied by Closing other than because of a Buyer Default, Buyer may
terminate this Agreement and the Xxxxxxx Money shall be returned to Buyer.
Buyer may waive, in writing, any or all of these conditions in whole or in part
without prior notice; provided, however, that no such waiver of a condition
shall constitute a waiver by Buyer of any of its other rights or remedies under
Section 17.01 of this Agreement, if Seller shall be in default of any of its
representations, warranties or covenants under this Agreement or any term or
provision of this Agreement, unless such waiver is a waiver of such default.
9.01 Representations, Warranties and Covenants True at Closing. The
covenants, representations and warranties of Seller to Buyer contained in this
Agreement shall be true and correct on the date of this Agreement and at the
date of Closing with the same force and effect as if such covenants,
representations and warranties were made at such time.
9.02 Authorization. All actions required to be taken by Seller to
authorize the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby shall have been duly and
validly taken by Seller.
9.02 Compliance with Agreement. Seller shall have performed and complied
in all material respects with Seller's obligations under this Agreement which
are to be performed or complied with by Seller prior to or at the Closing.
9.03 Actions, Suits, and Proceedings. No actions, suits or proceedings
before any court, or any government body or authority pertaining to the Assets,
the operation of the Park Place Independent Living and Retirement Facility, the
transaction contemplated by this Agreement or to its consummation thereof shall
have been instituted or threatened on or before the Closing Date.
9.04 Authority and Approvals. Buyer shall have obtained all licenses,
permits, certificates, approvals and other authorizations from the appropriate
governmental agencies that are necessary to operate the Park Place Retirement
Community as a retirement apartment facility, including but not limited to the
DSHS Medicaid Contract. In the event State of Washington and/or other
applicable authorities does not issue by the time of Closing all such licenses
and permits which are necessary to own and operate the assets and
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carry out the business of Park Place Retirement Community, and Buyer has timely
made all such applications and diligently pursued obtaining such licenses and
permits, Buyer may terminate this Agreement, the Xxxxxxx Money shall be returned
to Buyer, and this Agreement shall be null and void.
9.05 Uniform Commercial Code Lien Searches. The Buyer shall have
received, at least five (5) days prior to Closing, certified copies of Uniform
Commercial Code lien searches and tax and judgment lien searches, all dated no
earlier than ten (10) days prior to Closing. In the event such lien searches
reveal the existence of security interests or liens held by anyone in the
subject Assets of this Agreement, such security interests or liens shall be
terminated at or prior to Closing and Buyer shall be furnished with evidence of
termination of the security interests.
9.06 Simultaneous Closing. The purchase and sale of the Park Place II
Assets referred to in that certain Purchase and Sale Agreement between Park
Place II and Buyer dated as of the date hereof shall close simultaneously with
the Closing of the purchase and sale of the Assets hereto.
ARTICLE 10.
CONDITIONS TO SELLER'S OBLIGATION TO CLOSE
The obligations of Seller under this Agreement are subject to the
satisfaction, at or before the Closing, of all of the conditions set out in this
Article 10. In the event all of the conditions contained in this Article 10 are
not satisfied by Closing other than because of a Seller Default, Seller may
terminate this Agreement. Seller may waive any or all of the conditions in
whole or in part without prior notice; provided, however, that no such waiver of
a conditions shall constitute a waiver by Seller of any of its other rights or
remediesunder Section 17.02 of this Agreement, if Buyer shall be in default of
any of its representations, warranties or covenants or any other provision of
this Agreement, unless such waiver is a waiver of such default.
10.01 Representations, Warranties and Covenants True at Closing. The
covenants, representations and warranties of the Buyer to the Seller contained
in this Agreement shall be true and correct at the date of Closing with the same
force and effect as if such covenants, representations and warranties were made
at such time.
10.02 Authorization. All actions required to be taken by Buyer to
authorize the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby shall have been duly and
validly taken by Buyer.
10.03 Compliance with Agreement. Buyer shall have performed and complied
in all material respects with all obligations under this Agreement which are to
be performed or complied with prior to or at the Closing.
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10.04 Actions, Suits and Proceedings Against Buyer. No action, suit or
proceeding against Buyer, before any court or any government body or authority,
pertaining to the transaction contemplated by this Agreement and to its
consummation, shall have been instituted or threatened on or before the Closing
Date against Buyer which has the effect of materially adversely affecting
Buyer's ability to perform its obligations under this Agreement.
10.05 Simultaneous Closing. The purchase and sale of the Park Place
Assets referred to in that certain Purchase and Sale Agreement between Park
Place General Partnership and Buyer dated as of the date hereof shall close
simultaneously with the Closing of the purchase and sale of the Assets hereto.
10.06 Authority and Approvals. Buyer shall have obtained all licenses,
permits, certificates, approvals and other authorizations from the appropriate
governmental agencies that are necessary to operate the Park Place Retirement
Community as a retirement apartment facility, including but not limited to the
DSHS Medicaid Contract.
ARTICLE 11.
CLOSING AND POST CLOSING
11.01 Closing. Subject to the satisfaction of all conditions precedent to
Closing, Provided that (i) all conditions to Buyer's obligation to Close under
this Agreement have been satisfied or waived in writing by Buyer and (ii) all
conditions to Seller's obligation to Close under this Agreement have been
satisfied or waived in writing by Buyer, the Closing shall be held on or before
February 28, 1997 ("Closing Date"), unless another date is mutually agreed to by
Seller and Buyer. Buyer shall have the right to extend The Closing Date upon
written notice to Seller at any time prior to February 28, 1997 for a period of
thirty-one (31) days. Such extension shall not affect the condition or
designation of the Xxxxxxx Money. In no event shall the Closing Date extend
beyond March 31, 1997, except to the extent of any delays caused by a breach by
Seller of its obligations under this Agreement.
At the Closing the parties will execute and deliver all documents
(hereinafter collectively referred to as the "Closing Documents"), duly
witnessed and acknowledged where appropriate, necessary to consummate the
transaction contemplated by this Agreement pursuant to the terms of this
Agreement.
11.02 Seller's Deliveries at Closing. At the Closing Seller shall deliver
or cause to be delivered to Buyer or as directed by Buyer, in form and substance
reasonably acceptable to Buyer:
(A) a schedule of all resident and tenant deposits, Entrance Fee
liabilities, all security deposits, cleaning fees and similar deposits and
fees held by Seller and paid to Seller under the Leases, excluding interest
earned on such amounts to the
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extent not required to be paid to the party entitled to the return of each
such deposit. Seller shall pay such deposits listed upon the schedule to
Buyer at Closing;
(B) all resident or tenant records and the original copies of all
Leases and Contracts, relating to the operation of the Park Place
Independent Living Retirement Facility (Buyer shall also have the right to
copy at Buyer's expense, all operational and accounting records relating to
the facility);
(C) a schedule of (i) names, titles and job descriptions, (ii) amount
of current compensation due, (iii) earned vacation pay, holiday pay and
FICA and unemployment taxes thereunder, (iv) accrued vacation and sick pay,
(v) seniority, (vi) bonuses, (vii) current compensation levels of all
employees at the Park Place II Assisted Living and Special Care Facility on
the Closing Date, which Schedule will be attached hereto as Exhibit
"11.02(C)." Seller shall, on or before twenty (20) days after the Closing
Date, pay to the respective employees, in cash, the amount of the items
shown in subparagraphs (ii) and (iii) the accrued vacation pay described in
clause (iv) above and the accrued bonuses under clause (vi) above;
(D) a final schedule of Seller's accounts receivables as of the date
of Closing as required by Section 7.01 hereof;
(E) a notice executed by Seller and acceptable to Buyer, addressed to
each tenant, resident, supplier, contract party and purveyor of Seller
and/or the Park Place Independent Living Retirement Facility informing them
of the sale of the Assets and business to Buyer as of the Closing Date and
directing such party to make all future payments due under said documents
to Buyer and to direct all further communication to Buyer at such address
as Buyer shall designate in such notice (which notices shall be sent by
Buyer to the relevant addresses within five (5) days after Closing);
(F) possession of the Park Place Independent Living Retirement
Facility and the Assets, all keys, pass cards, master keys, access and
emergency codes and all other similar property and/or information;
(G) an executed and notarized statutory warranty deed conveying the
Real Property to Buyer in a form mutually agreed to by the parties in their
reasonable discretion;
(H) an executed xxxx of sale for the Assets in a form mutually agreed
to by the parties in their reasonable discretion;
(I) an executed Assignment of Contracts and Leases in a form mutually
agreed to by the parties in their reasonable discretion;
(J) an executed Assignment assigning all Intangibles, if any, included
in the Assets to Buyer;
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(K) the Title Policy;
(L) the required documents terminating all security interest in the
Assets.
(M) all certificates of title to all vehicles and other items of
personal property which are evidenced by a certificate of title; and
(N) such other items or documentation as Title Company or Buyer may
reasonably request in order to consummate the transactions contemplated by
this Agreement.
11.03 Buyer's Deliveries to Seller. At Closing Buyer shall deliver, or
cause to be delivered, to Seller:
(A) the Purchase Price, as adjusted by all credits and prorations as
determined under this Agreement, payable in cash or immediately available
wire transferred funds; and
(B) an Assumption Agreement of the Leases described in Exhibit
"2.05(A)" hereto and the Contracts described in Exhibit "2.05(B)" hereto in
a form mutually agreed to by the parties in their reasonable discretion.
11.04 Prorations. On the Closing Date, the parties shall deliver pro
rated monies as described in Article 3, Section 11.05 and Section 11.06 herein.
11.05 Buyer's Closing Costs. At Closing Buyer shall pay the following
costs:
(A) one half (1/2) of any Closing or escrow fees charged;
(B) one-half (1/2) of recording costs; and
(C) one-half (1/2) of the costs of the Uniform Commercial Code search.
11.06 Seller's Closing Costs. At Closing Seller shall pay the following
costs:
(A) one half (1/2) of any Closing or escrow fees charged;
(B) one-half (1/2) of recording costs;
(C) one-half (1/2) of the costs of the Uniform Commercial Code search;
and
(D) the real estate excise tax.
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11.07 Utility Services. Seller shall cause all utility meters to be read
prior to Closing and Seller shall be liable for all resulting final bills. The
utility services shall be switched to Buyer's name effective on the Closing
Date.
ARTICLE 12.
INDEMNIFICATIONS
12.01 Indemnification by Seller. Seller shall indemnify and hold Buyer
harmless from any and all liabilities, obligations, judgments, demands, damages,
causes of action, claims, costs and expenses, including reasonable attorneys'
fees, arising from (i) the breach of any representation, warranty, covenant or
agreement of Seller contained in this Agreement, (ii) any violation of
Environmental Laws and any contamination from Hazardous Materials on the Real
Property caused by Seller arising out of the ownership or operation of the
Assets prior to the Closing Date and (iii) any event arising from the ownership
and operation of the Assets on or before the Closing Date except to the extent
Buyer is liable for any such events pursuant to the terms of this Agreement.
12.02 Indemnification by Buyer. Buyer shall indemnify and hold Seller
harmless from any and all liabilities, obligations, judgments, demands, damages,
causes of action, claims, costs and expenses, including reasonable attorneys'
fees, arising from (i) the breach of any representation, warranty, covenant or
agreement of Buyer contained in this Agreement, (ii) any violation of
Environmental Laws and any contamination from Hazardous Materials on the Real
Property caused by Buyer arising out of the ownership or operation of the Assets
by Buyer after the Closing Date and (iii) any event arising from the ownership
and operation of the Assets by Buyer on or after the Closing Date except to the
extent (a) arising from occurrences prior to the Closing Date or (b) Seller is
liable for any such events pursuant to the terms of this Agreement.
ARTICLE 13.
SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
In the event, at any time prior to Closing, a party learns that any of said
representations, warranties and covenants are no longer true or valid, the party
shall immediately notify the other party in writing and therein specify the
factors rendering such representations, warranties or covenants untrue or
invalid.
The parties hereby acknowledge that the covenants, representations and
warranties of each set forth herein were relied upon by the others and without
such representations, covenants and warranties each such other party would not
have executed this Agreement nor completed the transaction. Such
representations, covenants and warranties of the parties contained in this
Agreement and/or certificates or documents submitted pursuant to or in
connection with the transaction herein contemplated by one party to the other
shall not merge on Closing but shall survive the confirmation of the Closing of
the transaction and, not withstanding such Closing and regardless of any
investigation on behalf of that party with respect thereto, shall continue in
full force and effect after Closing.
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ARTICLE 14.
DAMAGE TO ASSETS
If prior to the Closing Date, all or any portion of the Assets are damaged,
destroyed or rendered inoperative (collectively the "Damage") by fire, natural
elements, or other causes beyond Seller's control, Seller shall immediately
notify Purchaser of such Damage and the following procedures shall apply:
(A) if the Damage is not Material (hereinafter defined) or the damage
is material but Buyer elects not to terminate this Agreement, Buyer shall
proceed to close and purchase the Assets as diminished by such Damage,
subject to a reduction in the Purchase Price equal to the full estimated
cost of repairing and/or replacing the Damage agreed to by Seller and Buyer
in their reasonable discretion;
(B) if the Damage is Material, then Buyer may terminate and cancel the
purchase of the Assets, the Xxxxxxx Money shall be returned to Buyer and
neither party hereto shall have any further rights against or obligations
to the other under this Agreement; and
(C) for the purposes of this paragraph, Damage shall be deemed to be
"Material" if the cost of repairing such Damage equals or exceeds One
Hundred Thousand and 00/100 Dollars ($100,000.00).
ARTICLE 15.
MISCELLANEOUS
15.01 Notices. Any notice required or permitted herein or by applicable
law shall be deemed properly given: (i) when personally delivered to Maker;
(ii) three (3) days following the date sent by United States Mail, certified or
registered, postage prepaid, return receipt requested; or (iii) one (1) business
day following the date sent by Federal Express or overnight United States Mail
or other national overnight carrier, and addressed in each such case as set
forth below:
if to Seller: Park Place General Partnership
000 X. Xxxxxxxx
Xxxxxxx, XX 00000
Attn: Xxxx X. Xxxxx
if to Buyer: Brookdale Living Communities, Inc
c/o The Prime Group, Inc.
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxx
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with a copy to: The Prime Group, Inc.
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx
15.02 Headings. The headings in this Agreement are intended solely for
convenience or reference, and shall be given no effect in the construction or
interpretation of this Agreement.
15.03 Binding Effect. This Agreement and the terms, covenants, benefits
and duties set forth herein shall inure to the benefit of and be binding upon
the parties, and the heirs, successors, legal representatives and assigns of
each of the parties.
15.04 Counterparts. This Agreement may be executed in one or more
counterparts, all of which will be considered one and the same agreement.
15.05 Severability. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provisions were omitted.
15.06 Incorporation of Recitals. The recitals are incorporated in the
body of this Agreement as if set forth at length.
15.07 Time of the Essence and Delivery of Documents. It is acknowledged
by both Seller and Buyer that time is of the essence with respect to all matters
relating to this transaction, including, but not limited to, the timely
submittal of all reports and information relating to the property to Buyer by
Seller. Seller shall be entitled to copies of the results of due diligence
studies, reports and findings to the extent Buyer is legally able to release
such information and except as provided on Exhibit "15.07" attached hereto.
Copies of due diligence will be provided to Seller as the information at the
conclusion of due diligence. Seller agrees to hold said materials in confidence
until such time, if ever, when negotiations for an agreement or a close have
been irrevocably terminated.
15.08 Exhibits. The exhibits attached hereto and all post-exhibits
attached hereafter, together with all documents incorporated by reference
therein, form an integral part of this Agreement and are hereby incorporated
into this Agreement wherever reference is made to them to the same extent as if
they were set out in full at the point at which such reference is made. To the
extent that any of the Exhibits attached hereto provide that the final form of
such Exhibit is to be attached by the parties, then Seller and Buyer shall
diligently proceed in good faith and in their reasonably discretions to finalize
such Exhibits by the relevant date set forth in each such Exhibit. The parties
may incorporate such final Exhibits into the body of this Agreement by either
executing a formal amendment or amendments to this Agreement or by both parties
initialling each such Exhibit and attaching it to this Agreement without a
formal amendment.
-24-
15.09 Attorney Fees Recoverable. In the event any suit or action is
instituted to enforce or interpret any of the terms of this Agreement, including
any action or participation in or in connection with a case or proceeding under
any Chapter of the Bankruptcy Code or any successor statute, the prevailing
party shall be entitled to recover such sum as the court may adjudge reasonable
for a recovery of attorney fees and court costs incurred in such suit, action or
proceeding or any appeal from any judgment, order or decree entered therein. The
attorneys fees and court costs recoverable under this Section 15.09 are in
addition to, and not subject to, the limitations on damages referred to in
Section 17.01 and 17.02 below.
15.10 Further Assurances, Additional Documents and Acts. Each of the
parties hereto agrees that it will at any time and from time to time, do,
execute, acknowledge and deliver or shall cause to be done, executed,
acknowledged and delivered, all such further acts, deeds, documents,
assignments, transfers, conveyances and assurances as may reasonably be required
by the other parties hereto in order to carry out fully and effectuate the
transactions herein contemplated by this Agreement.
ARTICLE 16
CONDEMNATION
In the event between the date of this Agreement and the date of the
Closing, Seller receives written notice that any condemnation or eminent domain
proceedings are threatened or initiated which might result in the taking of any
part of the Real Property, Buyer may:
A. terminate this Agreement, in which event, the Xxxxxxx Money shall
promptly be returned to Buyer and all rights and obligations of the parties
hereunder shall cease; or
B. consummate the transactions contemplated by this Agreement, in which
event Seller shall assign to Buyer all of Seller's right, title and
interest in and to any award made in connection with such condemnation or
eminent domain proceedings.
Seller shall immediately notify Buyer in writing of the occurrence of any
threat or commencement of condemnation or eminent domain proceedings. Buyer
shall then notify Seller within fifteen (15) days after the date of Buyer's
receipt of Seller's notice of such condemnation or eminent domain threat
proceedings whether Purchaser elects to exercise its right under Subsection A or
B of this Section. In the event Purchaser receives written notice of the
Casualty or threat or occurrence of such condemnation or eminent domain
proceedings within fifteen (15) days of the date of Closing, and Purchaser
elects to consummate the transactions contemplated by this Agreement within the
time period provided above, the date of the Closing shall be adjusted
accordingly.
ARTICLE 17.
DEFAULTS AND REMEDIES
-25-
17.01 If Seller should breach any of its representations, warranties,
covenants or agreements contained in this Agreement or in any other agreement,
instrument, certificate or other document between Seller and Buyer, or from
Seller to Buyer, delivered pursuant to this Agreement, and such breach is not
cured within fifteen (15) days after written notice from Buyer to Seller of such
breach, or if a "Seller Default" has occurred under the the PPII Agreement (in
any case, a "Seller Default"), and such Seller Default is not caused by a Buyer
Default, Buyer may as its sole and exclusive remedy under this Agreement, at law
and in equity, (1) cancel this Agreement and receive the prompt return of the
Xxxxxxx Money, and collect monetary damages from Seller in an amount equal to
One Hundred Thirteen Thousand Two Hundred Forty Dollars and 41/100 ($113,240.41)
as full and final liquidated damages (except as otherwise provided in Section
15.09 above), Buyer and Seller hereby acknowledging that, in the event of
Sellers failure to consummate the sale contemplated hereby, actual damages
suffered by Buyer would be difficult and/or inconvenient to determine or
ascertain; or (2) enforce specific performance of this Agreement. In the event
that Buyer elects to enforce specific performance of this Agreement as provided
in clause (2) above, Buyer shall have the right, at any time prior to the time
the Assets are actually conveyed to Buyer, to change such election and instead
proceed under clause (1) above. Such change in election by Buyer shall not make
Seller a "prevailing party" under Section 15.09 above in connection with any
litigation or other proceeding relating to specific performance, but the court
shall instead look to whether Buyer is ultimately the prevailing party in
enforcing its rights under clause (1) above.
17.02 If Buyer should breach any of its representations, warranties,
covenants or agreements contained in this Agreement or in any other agreement,
instrument, certificate or other document between Seller and Buyer, or from
Buyer to Seller, delivered pursuant to this Agreement, and such failure is not
cured within fifteen (15) days after a written notice from Seller to Buyer of
such failure or if a "Buyer Default" has occurred under the PPG Agreement (in
any case a "Buyer Default"), and such Buyer Default is not caused by a Seller
Default, Seller, as Seller's sole and exclusive remedy under this Agreement, at
law and in equity, may upon written notice to Buyer, terminate this Agreement
and receive the Xxxxxxx Money, as full and final liquidated damages (except as
otherwise provided in Section 15.09 above), Buyer and Seller hereby
acknowledging that, in the event of Buyer's failure to consummate the sale
contemplated hereby, actual damages suffered by Seller would be difficult and/or
inconvenient to determine or ascertain; and, thereafter, there shall be no
further liability hereunder on the part of either party or the other party.
ARTICLE 18.
VENUE
This Agreement shall be construed and enforced according to the laws of the
State of Washington. Any suit or action in regard to or arising out of the
terms or conditions of this Agreement shall be litigated in the State Court
situated in the City of Spokane, County of Spokane, State of Washington or the
United States Federal District Court for the District of Eastern Washington and
each party hereto, individually and jointly, hereby submits their person to the
jurisdiction of said court. Venue for any action shall be in the
-26-
City of Spokane, Spokane County, State of Washington. Each party hereto
expressly waives, to the fully extent it may effectively do so under applicable
law, any objection it may at anytime have: (i) the laying of venue in any
action or proceeding in any such forum; and (ii) further irrevocably waives any
claim that any such forum is inconvenient forum. Nothing contained herein shall
present Buyer from removing any action brought in any State or local Court to
Federal Court.
ARTICLE 19.
ACCESS TO RECORDS
Recognizing that Seller may from time to time require access to books,
records, data or other information delivered to Buyer, Buyer agrees that as
often as Seller may reasonably request, Buyer will permit Seller's employees and
agents reasonable access to the records during the normal business hours for the
purpose of reviewing, photocopying or making compilation of or from any of the
Seller's books, records, data or other information delivered by Seller to Buyer
pursuant to the terms of this Agreement.
ARTICLE 20.
ESCROW
This agreement shall constitute escrow instructions to the Title Company
herein named, as well as the agreement of the parties hereto with respect to the
purchase of the Assets by Buyer from Seller. Title Company is hereby appointed
and designated to act as the escrow Agent and is authorized and instructed to
deliver pursuant to the terms of this agreement the documents and monies to be
deposited into escrow as hereinafter provided. The parties hereto will executed
such supplemental escrow instructions as are customarily used by Title Company,
with such changes as the parties may negotiate to reflect the terms of this
transaction, which instructions, however, shall be subject to and governed by,
and shall not supersede in any way, the provisions of this Agreement.
ARTICLE 21.
ASSIGNABILITY
Buyer and Seller retain the right to assign all or part of this Agreement
for its purpose of achieving a 1031 like kind exchange hereto or in connection
herewith, this Agreement shall benefit and be binding upon such assignee to the
extent of such assignment notwithstanding the fact that such assignee was not an
original party hereto or thereto, but no such assignment by a party shall
release such party of its obligations under this Agreement. Each assignee to a
party's interest hereunder is entitled to all of the rights and benefits of the
party under this Agreement.
[Signature Page Follows]
-27-
ARTICLE 22.
EXECUTION BY FACSIMILE SIGNATURE
This Agreement may be executed by facsimile signature. An executed copy
delivered with facsimile signature shall be deemed an original for all purposes
hereof. Each party executing by facsimile signature shall provide an original
signed copy to the party entitled thereto within five (5) days of such delivery.
IN WITNESS WHEREOF, the parties hereto have executed this instrument the
day and year first above written.
Seller: Buyer:
PARK PLACE GENERAL BROOKDALE LIVING
PARTNERSHIP COMMUNITIES, INC.
By Park Place Retirement Community, By: /s/ Xxxx X. Xxxxxxx
Inc., a Washington corporation, its ---------------------------------
general partner
Its: President/CEO
By: /s/ Xxxx X. Xxxxx --------------------------------
--------------------------------
Name: Xxxx X. Xxxxx
------------------------------
Title: CEO
-----------------------------
State of CALIFORNIA )
) ss.
County of RIVERSIDE )
On this day personally appeared before me XXXX X. XXXXX, to me known to be
the President of Park Place Retirement Community, Inc., the general partner of
PARK PLACE GENERAL PARTNERSHIP, the general partnership that executed the
foregoing instrument, and acknowledged the said instrument to be the free and
voluntary act and deed of said general partnership, for the uses and purposes
therein mentioned, and on oath stated that he is authorized to execute the said
instrument on behalf of said general partnership.
GIVEN under my hand and official seal this 20th day of FEBRUARY, 1997.
/s/ Xxxxx X. Xxxxxxxx
-------------------------------------
NOTARY PUBLIC in and for the State of
[NOTARY PUBLIC STAMP] CA, residing at: PALM DESERT
Commission expires: AUGUST 19, 0000
-00-
Xxxxx xx Xxxxxxxx )
) ss.
County of Xxxx )
On this day personally appeared before me Xxxx X. Xxxxxxx, to me known to
be the President/CEO of BROOKDALE LIVING COMMUNITIES, INC., the corporation
that executed the foregoing instrument, and acknowledged the said instrument to
be the free and voluntary act and deed of said corporation, for the uses and
purposes therein mentioned, and on oath stated that he/she is authorized to
execute the said instrument on behalf of said corporation.
GIVEN under my hand and official seal this 25th day of February, 1997.
/s/ Xxxxx X. Xxxxxxx
-------------------------------------
[NOTARY PUBLIC STAMP] NOTARY PUBLIC in and for the State of
Illinois, residing at:
Commission expires: 3/1/01
-29-
LIST OF EXHIBITS
Exhibit "1.01(A)" Legal Description of Property
Exhibit "2.03" Feasibility Period Conditions
Exhibit "2.05(A)" Leases
Exhibit "2.05(B)" Contracts
Exhibit "2.05(C)" Contracts Not Being Assigned
Exhibit "4.01(B)" Scheduled Lease Rates
Exhibit "4.02(A)(14)" Liens
Exhibit "6.02" Permitted Exceptions to Title Commitment
Exhibit "11.02(C)" Employee Compensation Schedule
Exhibit 15.07 Confidential Buyer Documents
-30-
EXHIBIT "1.01(A)"
Legal Description of Property
Parcel "A" of Short Plat No. SP 1033-95, according to plat recorded in Volume 12
of Short Plats, Page 55, in Spokane County, Washington.
-31-
EXHIBIT "2.03"
FEASIBILITY PERIOD CONDITIONS
LENGTH OF FEASIBILITY PERIOD
ITEM RELATING TO SUCH ITEM
------------------------------------------ ----------------------------
1. Appraisal of Properties February 21, 1997
2. Environmental Reports February 28, 1997
3. Review and Approval of all
1997 Budget Assumptions February 19, 1997
4. ALTA Survey, Title
and title exception documents February 28, 1997
5. All residential and comm. leases February 21, 1997
6. All service/maintenance agrmts. February 21, 1997
7. Results of Physical Inspection
performed by Xxxxx Consulting
Engineers (ordered) February 25, 1997
8. All actual tax bills (with valuations)
for previous two years February 25, 1997
9. All employees, job title, description
and compensation schedules February 27, 1997
10. All employee policies/procedures February 27, 1997
11. All payment and payroll information February 27, 1997
12. Other material to be supplied
pursuant to the Purchase Agreement 10 Business days from receipt (or
period contained in the Purchase
Agreement)
-32-
EXHIBIT "2.05(A)"
Leases
To Be Attached
by the Parties on or before February 21, 1997
-33-
EXHIBIT 2.05(A) Park Place General Partnership Leases
--------------------------------------------------------------------------------
Park Place Rent Roll (IL)
--------------------------------------------------------------------------------
Rental Rates
---------------------------
Apt # Description Sq. Ft. Single Double First Name Last Name Phone # Res. Deposit/
----------------------------------------------------------------------------------------------------------------------
223 1 bedroom/1 bath 417 $ 995 $1,245 Xxxxx Xxxxxxx 891-5028 1
224 1 bedroom/1 bath 401 $ 880 $1,130 Xxxxxxxx Xxxxx 891-2571 1
226 1 bedroom/1 bath 425 $ 935 $1,185 Xxxx Xxxxxx 921-9437 1
228 2 bedroom/2 bath 654 $1,365 $1,615 Xxxx Xxxxxxxx 891-5958 1
229 1 bedroom/1 bath 417 $ 940 $1,190 Xxxxxx Xxxxxxxx 928-5409 1
230 1 bedroom/1 bath 426 $ 950 $1,200 Yves (Ike) Mocaer 891-6856 1
231 2 bedroom/1 bath 633 $1,260 $1,510 Xxxxxxx Xxxxxxxxxxx 891-7845 1
232 1 bedroom/1 bath 477 $1,070 $1,320 Xxxx Xxxxx 892-1173 1
233 1 bedroom/1 bath 499 $1,045 $1,295 Xxxxxx Xxxx 891-4177 1
234 1 bedroom/1 bath 477 $1,030 $1,280 Xxx Xxxxxxxxx 926-1634 1
241 2 bedroom/2 bath 808 $1,555 $1,805 Xxxx Xxxxxxxxx 891-6417 1
242 1 bedroom/1 bath 550 $1,155 $1,405 Xxxx Xxxxxxxx 928-3654 1
243 2 bedroom/2 bath 808 $1,465 $1,715 Xxxxxx Xxxxx 891-2008 1
244 1 bedroom/1 bath 550 $1,160 $1,410 Xxx & Xxxxxxx Xxxx 921-6589 2
301 1 bedroom/1 bath 366 $ 805 $1,055 Xxxxxx Xxxxx 924-3168 1
302 1 bedroom/1 bath 366 $ 815 $1,065 Xxxxx Xxxxx 928-1360 1
303 1 bedroom/1 bath 366 $ 805 $1,055 Xxxxxxx Xxxxxx 891-6993 1
304 1 bedroom/1 bath 366 $ 815 $1,065 Xxxxxxx Xxxxxx 924-6016 1
305 2 bedroom/1 bath 497 $ 970 $1,220 Xxxxxxx Xxxxxx 928-2025 1
306 2 bedroom/1 bath 497 $1,085 $1,335 Xxxxxx & Xxxx Xxxx 922-4440 2
307 1 bedroom/1 bath 366 $ 825 $1,075 Xxxxxxxx Xxxxxxx 891-9920 1
308 1 bedroom/1 bath 366 $ 805 $1,055 Xxxx Xxxxxx 926-3546 1
309 1 bedroom/1 bath 541 $1,150 $1,400 Xxxxx & Xxxxxxxx Xxxxxxxxx 927-8140 1
310 1 bedroom/1 bath 366 $ 825 $1,075 Xxxx Xxxxxxxxx 891-8823 1
311 1 bedroom/1 bath 436 $ 940 $1,190 Xxxx Xxxxxxx 926-3541 1
312 1 bedroom/1 bath 366 $ 805 $1,055 Xxxx Xxxxxx 927-2593 1
313 1 bedroom/1 bath 366 $ 805 $1,055 Xxxxxx Xxxxxxxxxxx 926-8264 1
314 1 bedroom/1 bath 366 $ 825 $1,075 Xxxxx Xxxxx 927-4807 1
315 2 bedroom/1 bath 497 $1,100 $1,350 Xxxx Xxxxx 928-5897 1
316 2 bedroom/1 bath 497 $1,080 $1,330 Xxxx Xxxxxxxxxx 924-3850 1
317 1 bedroom/1 bath 366 $ 805 $1,055 Xxxxx Xxxxx 891-1796 1
*318 1 bedroom/1 bath 497 $1,050 $1,300 Xxxxxxx Xxxxxxxxxx 2/6-5/1
319 1 bedroom/1 bath 514 $1,075 $1,325 Xxxxxx Xxxxxxx 926-2048 1
320 1 bedroom/1 bath 366 $ 770 $1,020 Xxxx Xxxxxx 2/15-2/28
321 1 bedroom/1 bath 426 $ 940 $1,190 Xxxxxxx Xxxx 0
000 0 bedroom/2 bath 654 $1,330 $1,580 Xxxxxxx Xxxxx 928-9117 1
323 1 bedroom/1 bath 417 $ 905 $1,155 Xxxxx Xxxxxx 924-8596 1
324 1 bedroom/1 bath 401 $ 890 $1,140 Xxxxxx Xxxxxx 1
325 1 bedroom/1 bath 569 $1,100 $1,350 Xxxxxxxx Xxxxxx 924-0239 1
326 1 bedroom/1 bath 425 $ 920 $1,170 Xxxx Xxxx Xxxxxxxx 891-9162 1
327 1 bedroom/1 bath 569 $1,170 $1,420 Xxxxxx Xxxxx 891-0695 1
328 2 bedroom/2 bath 654 $1,330 $1,580 Ed & Xxxx Xxxxxx 891-8791 2
329 1 bedroom/1 bath 417 $ 835 $1,085 Xxxxx Xxxxxxxx 1 in 1/25
330 1 bedroom/1 bath 426 $ 930 $1,180 Xxxxx Xxxxxxx 891-6070 1
341 2 bedroom/1 bath 581 $1,005 $1,255 Xxxxxxx Xxxx 928-4613 1
342 1 bedroom/1 bath 417 $ 910 $1,160 Guest Apt
343 2 bedroom/1 bath 581 $ 960 $1,210 Xxxx & Xxxxxx Xxxxxx 892-0659 2
344 1 bedroom/1 bath 417 $ 800 $1,050 Xxxxx Xxxxxxxx 927-1784 1
345 1 bedroom/1 bath 571 $1,065 $1,315 Xxxx Xxxx 891-2534 1
401 1 bedroom/1 bath 404 $ 925 $1,175 Xxxxxxx Xxxxxx 1/19-3/15
402 1 bedroom/1 bath 352 $ 740 $ 990 Xxxxx Xxxxxxxx 922-5170 1
403 1 bedroom/1 bath 445 $ 955 $1,205 Xxxx Xxxxxxxx 921-1890 1
404 studio 333 $ 745 $ 995 Xxx Xxxxxxxx 891-9299 1
405 1 bedroom/1 bath 430 $ 325 Xxxxxx Xxxxxxx 891-1987 1
New Rent Total
Apt # End of lease Last City Last Zip Eff. Date Base Rent B/D Lunch Rent Age
----------------------------------------------------------------------------------------------------------
223 Oct-95 Spokane 99203 1-Sep-96 $ 815 $180 $ 0 $ 995 66
224 Xxx-00 Xxxx Xxxx 00000 1-Jan-97 $ 700 $180 $ 0 $ 880 68
226 Mar-97 Spokane 1-May-96 $ 755 $180 $ 0 $ 935 88
228 Aug-94 Xxxx 99021 1-Jan-97 $1,180 $185 $ 0 $1,365 73
229 Oct-95 Spokane 99206 1-Jan-97 $ 760 $180 $ 0 $ 940 80
230 Aug-94 Pasco 99301 1-Jan-97 $ 770 $180 $75 $1,025 74
231 Apr-95 Hansville 98340 1-Jan-97 $1,080 $180 $ 0 $1,260 75
232 Feb-97 1-Jun-96 $ 890 $180 $ 0 $1,070 78
233 Jan-96 Spokane 99204 1-Jan-97 $ 865 $180 $ 0 $1,045 89
234 Jan-97 Spokane 99206 1-May-96 $ 850 $180 $ 0 $1,030 8X
000 Xxx-00 Xxxxxxx 00000 1-Jan-97 $1,375 $180 $ 0 $1,555 7X
242 Apr-95 Spokane 99206 1-Jan-97 $ 975 $180 $ 0 $1,155 9X
243 Dec-93 Port Xxxxxxxx 98368 1-Jan-97 $1,285 $180 $ 0 $1,465 7X
244 Oct-94 Richland 99352 1-Jan-97 $1,050 $360 $ 0 $1,410 15X
301 Oct-92 Spokane 99202 1-Jan-97 $ 625 $180 $ 0 $ 805 8X
000 Xxx-00 Xxxxxxx 00000 1-Mar-96 $ 635 $180 $ 815 6X
303 Oct-92 Kent 98064 1-Jan-97 $ 625 $180 $ 0 $ 805 9X
304 Feb-97 Spokane 99212 1-Jul-96 $ 635 $180 $ 0 $ 815 8X
000 Xxx-00 XX 00000 1-Jan-97 $ 790 $180 $ 0 $ 970 6X
306 Nov-96 Spokane 99212 1-Jan-97 $ 975 $360 $ 0 $1,335 15X
307 Jun-96 Spokane 99206 1-Jan-97 $ 645 $180 $ 0 $ 825 7X
308 Dec-92 Spokane 99202 1-Jan-97 $ 625 $180 $ 0 $ 805 8X
000 Xxx-00 Xxxx Xxxx 99006 1-Jan-97 $1,040 $360 $ 0 $1,400 16X
310 Feb-95 Spokane 99212 1-Jan-97 $ 645 $180 $ 0 $ 825 8X
311 Feb-96 Spokane 99212 1-Jan-97 $ 760 $180 $ 0 $ 940 8X
312 Jan-96 Spokane 99205 1-Jan-97 $ 625 $180 $ 0 $ 805 6X
313 Oct-93 Spokane 99212 1-Jan-97 $ 625 $180 $ 0 $ 805 9X
314 Apr-96 Spokane 99205 1-Jan-97 $ 645 $180 $ 0 $ 825 8X
315 Jan-96 Spokane 99218 1-Jan-97 $ 920 $180 $ 0 $1,100 9X
316 Apr-97 1-Dec-96 $ 900 $180 $ 0 $1,080 7X
317 Feb-96 Pullman 99163 1-Jan-97 $ 625 $180 $ 0 $ 805 6X
*318 CA 1-Jan-97 $ 865 $185 $ 0 $1,050
319 Oct-93 Spokane 99212 1-Jan-97 $ 895 $180 $ 0 $1,075 8X
320 1-Jan-97 $ 585 $185 $ 0 $ 770
321 Mar-97 1-Oct-96 $ 760 $180 $ 0 $ 940 7X
322 Oct-92 Spokane 99206 1-Jan-97 $1,150 $180 $ 0 $1,330 8X
323 Nov-92 Spokane 99206 1-Jan-97 $ 725 $180 $ 0 $ 905 9X
324 May-97 1-Jul-96 $ 710 $180 $ 0 $ 890
325 Oct-95 Spokane 99212 1-Jan-97 $ 920 $180 $ 0 $1,100 8X
000 Xxx-00 Xxxxxxx 00000 1-Jan-97 $ 740 $180 $ 0 $ 920 8X
327 Nov-92 Spokane 99223 1-Jan-97 $ 990 $180 $ 0 $1,170 9X
328 Mar-95 Sultan 98294 1-Jan-97 $1,220 $360 $ 0 $1,580 16X
329 1-Jan-97 $ 655 $180 $ 835
330 Nov-92 Spokane 99205 1-Jan-97 $ 750 $180 $ 0 $ 930 8X
341 Jan-97 Spokane 99212 1-Jun-96 $ 825 $180 $ 0 $1,005 7X
342 1-Jan-97 $ 725 $185 $ 0 $ 910
343 Jan-97 Spokane 99207 1-Jun-96 $ 850 $360 $ 0 $1,210 15X
344 Sep-94 Spokane 99212 1-Jan-97 $ 620 $180 $ 0 $ 800 7X
345 Jun-94 NJ 7849 1-Jan-97 $ 885 $180 $ 0 $1,065 8X
401 1-Jan-97 $ 745 $180 $ 925
402 Mar-94 Spokane 99207 1-Jan-97 $ 560 $180 $ 0 $ 740 6X
000 Xxx-00 Xxxxxxx 00000 1-Jan-97 $ 775 $180 $ 0 $ 955 8X
404 Apr-96 Xxxxxx Xx 99025 1-Jan-97 $ 565 $180 $ 0 $ 745 8X
405 Oct-92 Spokane 99202 1-Jan-97 $ 167 $158 $ 0 $ 325 7X
EXHIBIT 2.05(A) Park Place General Partnership Leases
--------------------------------------------------------------------------------
Park Place Rent Roll (IL)
--------------------------------------------------------------------------------
Rental Rates
---------------------------
Apt # Description Sq. Ft. Single Double First Name Last Name Phone # Res. Deposit/
----------------------------------------------------------------------------------------------------------------------
Move-in
----------------------------------------------------------------------------------------------------------------------
101 1 bedroom/1 bath 366 $ 825 $1,075 Xxxx Xxxx 926-2150 1
----------------------------------------------------------------------------------------------------------------------
102 1 bedroom/1 bath 336 $ 770 $1,020 Xxxxxx Xxxxxxx 927-9925 1
----------------------------------------------------------------------------------------------------------------------
103 1 bedroom/1 bath 366 $ 835 $1,085 Xxxxxx Xxxxxx 891-8767 1
----------------------------------------------------------------------------------------------------------------------
104 1 bedroom/1 bath 366 $ 820 $1,070 Xxxxxxx Xxxxxxx 927-4172 1
----------------------------------------------------------------------------------------------------------------------
105 2 bedroom/1 bath 497 $1,050 $1,300 Xxxxxxxxxx Xxxxxx 924-8010 1
----------------------------------------------------------------------------------------------------------------------
106 2 bedroom/1 bath 529 $1,125 $1,375 Vacant
----------------------------------------------------------------------------------------------------------------------
107 1 bedroom/1 bath 366 $ 815 $1,065 Xxxxxxxx Xxxxx 891-9408 1
----------------------------------------------------------------------------------------------------------------------
108 1 bedroom/1 bath 366 $ 740 $ 990 Xxx Xxx 928-6912 1
----------------------------------------------------------------------------------------------------------------------
109 1 bedroom/1 bath 541 $1,155 $1,405 Xxxxx Xxxxx 924-8751 1
----------------------------------------------------------------------------------------------------------------------
110 1 bedroom/1 bath 366 $ 740 $ 990 Xxxxx Xxxxx 891-2434 1
----------------------------------------------------------------------------------------------------------------------
111 1 bedroom/1 bath 366 $ 940 $1,190 Xxxx Xxxxxx 927-8174 1
----------------------------------------------------------------------------------------------------------------------
112 1 bedroom/1 bath 366 $ 845 $1,095 Xxxxxxx Xxxxxxxx 927-7015 1
----------------------------------------------------------------------------------------------------------------------
113 1 bedroom/1 bath 366 $ 815 $1,065 Xxxxxxx Xxxxxxxx 921-1025 1
----------------------------------------------------------------------------------------------------------------------
114 1 bedroom/1 bath 366 $ 860 $1,110 Xxxxxx Xxxxxx 924-3672 1
----------------------------------------------------------------------------------------------------------------------
*115 2 bedroom/1 bath 497 $1,090 $1,340 Vacant
----------------------------------------------------------------------------------------------------------------------
116 2 bedroom/1 bath 497 $1,000 $1,250 Xxx Xxxxx 926-6874 1
----------------------------------------------------------------------------------------------------------------------
118 1 bedroom/1 bath 497 $1,050 $1,300 Xxxxx Xxxxxx 891-2995 1
----------------------------------------------------------------------------------------------------------------------
120 1 bedroom/1 bath 366 $ 805 $1,055 Xxxx Xxxxxxxx 891-0465 1
----------------------------------------------------------------------------------------------------------------------
121 1 bedroom/1 bath 426 $ 950 $1,200 Xxxx Xxxx 924-5467 1
----------------------------------------------------------------------------------------------------------------------
122 2 bedroom/2 bath 654 $1,275 $1,525 Xxxxxx Xxxxxx 922-7996 1
----------------------------------------------------------------------------------------------------------------------
123 1 bedroom/1 bath 417 $ 925 $1,175 Xxxx Druesen 921-9389 1
----------------------------------------------------------------------------------------------------------------------
124 1 bedroom/1 bath 401 $ 915 $1,165 Security
----------------------------------------------------------------------------------------------------------------------
126 1 bedroom/1 bath 425 $ 920 $1,170 Xxxx Xxxxxxxx 927-8816 1
----------------------------------------------------------------------------------------------------------------------
128 2 bedroom/2 bath 654 $1,350 $1,600 Xxxx & Xxxxxxxx Xxxxxxx 891-9448 2
----------------------------------------------------------------------------------------------------------------------
129 1 bedroom/1 bath 417 $ 900 $1,150 Xxxx Xxxxxxx 891-7897 1 in 2/11
----------------------------------------------------------------------------------------------------------------------
130 1 bedroom/1 bath 426 $ 930 $1,180 Xxxxxx Xxxxx 891-1037 1
----------------------------------------------------------------------------------------------------------------------
131 1 bedroom/1 bath 477 $ 930 $1,180 Xxxx Xxxxxxxx 1/29-3/1
----------------------------------------------------------------------------------------------------------------------
132 1 bedroom/1 bath 477 $1,015 $1,265 Xxxxxx Follevaag 891-7961 1
----------------------------------------------------------------------------------------------------------------------
133 1 bedroom/1 bath 477 $ 930 $1,180 Xxxx Xxxx 891-9577 1
----------------------------------------------------------------------------------------------------------------------
134 1 bedroom/1 bath 366 $ 325 Xxxx Xxxxxxx 891-1273 1
----------------------------------------------------------------------------------------------------------------------
135 1 bedroom/1 bath 468 $ 900 $1,150 Xxxxx Xxxx 891-5150 1
----------------------------------------------------------------------------------------------------------------------
136 1 bedroom/1 bath 468 $ 900 $1,240 Xxxxxx Xxxx 928-5074 1
----------------------------------------------------------------------------------------------------------------------
201 1 bedroom/1 bath 366 $ 825 $1,075 Xxxxx Xxxxxxxx 921-2267 1
----------------------------------------------------------------------------------------------------------------------
202 1 bedroom/1 bath 366 $ 825 $1,075 Xxxx Xxxxxx 921-5857 1
----------------------------------------------------------------------------------------------------------------------
203 1 bedroom/1 bath 366 $ 815 $1,065 Xxxx Xxxxx 921-2269 1
----------------------------------------------------------------------------------------------------------------------
204 1 bedroom/1 bath 366 $ 835 $1,085 Xxxxx Xxxxxxx 891-8066 1
----------------------------------------------------------------------------------------------------------------------
205 2 bedroom/1 bath 497 $1,040 $1,290 Xxxxxxxxx Xxxx 928-2571 1
----------------------------------------------------------------------------------------------------------------------
206 2 bedroom/1 bath 497 $1,025 $1,275 Xxxxxx Xxxxxxxxx 927-1977 1
----------------------------------------------------------------------------------------------------------------------
207 1 bedroom/1 bath 366 $ 805 $1,055 Xxxxxx Xxxx 891-1831 1
----------------------------------------------------------------------------------------------------------------------
208 1 bedroom/1 bath 366 $ 790 $1,040 Xxxxxxx Xxxxxxx 892-1025 1
----------------------------------------------------------------------------------------------------------------------
209 1 bedroom/1 bath 541 $1,120 $1,370 Xxxxxxxx Xxxx 926-0084 1
----------------------------------------------------------------------------------------------------------------------
210 1 bedroom/1 bath 366 $ 805 $1,055 Xxxxxxx Xxxxxx 891-6204 1
----------------------------------------------------------------------------------------------------------------------
211 1 bedroom/1 bath 436 $ 940 $1,190 Xxxxxxx & Xxxxx Xxxxxxxx 926-6678 2
----------------------------------------------------------------------------------------------------------------------
212 1 bedroom/1 bath 366 $ 805 $1,055 Xxxxx Xxxxxxx 927-4759 1
----------------------------------------------------------------------------------------------------------------------
213 1 bedroom/1 bath 366 $ 805 $1,055 Xxxxx Xxxxxxxxxx 927-1920 1
----------------------------------------------------------------------------------------------------------------------
214 1 bedroom/1 bath 366 $ 805 $1,055 Xxxxxx Xxxxxxxxx 926-3648 1
----------------------------------------------------------------------------------------------------------------------
215 2 bedroom/1 bath 497 $1,025 $1,275 Xxxx Xxxx 924-1235 1
----------------------------------------------------------------------------------------------------------------------
216 2 bedroom/1 bath 497 $1,050 $1,300 Xxxxxx & Xxxxxxx Xxxxxx 926-6748 2
----------------------------------------------------------------------------------------------------------------------
217 1 bedroom/1 bath 366 $ 815 $1,065 Xxxxx Xxxxx 928-4835 1
----------------------------------------------------------------------------------------------------------------------
218 1 bedroom/1 bath 497 $1,040 $1,290 Xxxxx Xxxx 921-9357 1
----------------------------------------------------------------------------------------------------------------------
219 2 bedroom/2 bath 735 $1,475 $1,725 Xxxxx Xxxxx 924-2802 1
----------------------------------------------------------------------------------------------------------------------
220 1 bedroom/1 bath 366 $ 740 $ 990 Xxxx Xxxxx 924-8029 1
----------------------------------------------------------------------------------------------------------------------
221 1 bedroom/1 bath 426 $ 870 $1,120 Xxxx Xxxxx 924-4205 1
----------------------------------------------------------------------------------------------------------------------
222 2 bedroom/2 bath 654 $1,330 $1,580 Xxxxxxx Xxxxx 922-1063 1
----------------------------------------------------------------------------------------------------------------------
2/20/97
New Rent Total
Apt # End of lease Last City Last Zip Eff. Date Base Rent B/D Lunch Rent Age
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
101 Oct-95 Greenacres 99016 1-Jan-97 $ 645 $180 $ 0 $ 825 82
---------------------------------------------------------------------------------------------------------
102 Aug-96 Spokane 99202 1-Jan-97 $ 590 $180 $ 0 $ 770 70
---------------------------------------------------------------------------------------------------------
103 Sep-96 Spokane 99205 1-Jan-97 $ 650 $185 $ 0 $ 835
---------------------------------------------------------------------------------------------------------
104 Mar-94 Pullman 99163 1-Jan-97 $ 640 $180 $ 0 $ 820 74
---------------------------------------------------------------------------------------------------------
105 Dec-95 Spokane 99207 1-Jan-97 $ 870 $180 $ 0 $1,050 73
---------------------------------------------------------------------------------------------------------
1-Jan-97 $ 940 $185 $ 0 $1,125
---------------------------------------------------------------------------------------------------------
107 Xxx-00 XX 00000 1-Jan-97 $ 635 $180 $ 0 $ 815 81
---------------------------------------------------------------------------------------------------------
108 Feb-95 Spokane 99207 1-Jan-97 $ 560 $180 $ 0 $ 740 86
---------------------------------------------------------------------------------------------------------
109 Jan-96 CA 92543 1-Jan-97 $ 975 $180 $ 0 $1,155 85
---------------------------------------------------------------------------------------------------------
110 Feb-96 Spokane 99202 1-Jan-97 $ 560 $180 $ 0 $ 740 86
---------------------------------------------------------------------------------------------------------
111 Nov-93 Spokane 99205 1-Jan-97 $ 760 $180 $ 0 $ 940 84
---------------------------------------------------------------------------------------------------------
112 Dec-96 Spokane 99212 1-Jan-97 $ 660 $185 $ 0 $ 845 71
---------------------------------------------------------------------------------------------------------
113 Jul-96 Bingen 98605 1-Jan-97 $ 635 $180 $ 0 $ 815 76
---------------------------------------------------------------------------------------------------------
114 Jan-94 Spokane 99223 1-Jan-97 $ 680 $180 $ 0 $ 860 85
---------------------------------------------------------------------------------------------------------
*115 1-Jan-97 $ 910 $180 $ 0 $1,090
---------------------------------------------------------------------------------------------------------
116 Apr-97 1-Sep-96 $ 825 $175 $ 0 $1,000 89
---------------------------------------------------------------------------------------------------------
118 Apr-97 1-Mar-96 $ 870 $180 $ 0 $1,050 85
---------------------------------------------------------------------------------------------------------
120 Dec-92 Spokane 99204 1-Jan-97 $ 625 $180 $ 0 $ 805 73
---------------------------------------------------------------------------------------------------------
121 Feb-96 Spokane 99206 1-Jan-97 $ 770 $180 $ 0 $ 950 79
---------------------------------------------------------------------------------------------------------
122 1-Nov-96 $1,095 $180 $ 0 $1,275
---------------------------------------------------------------------------------------------------------
123 1-Nov-96 $ 745 $180 $ 0 $ 925
---------------------------------------------------------------------------------------------------------
124 1-Jan-97
---------------------------------------------------------------------------------------------------------
126 Apr-94 Xxxxxxxxxxx,
XX 00000 1-Jan-97 $ 740 $180 $ 0 $ 920 84
---------------------------------------------------------------------------------------------------------
128 Apr-97 Spokane 99205 1-Sep-96 $1,245 $355 $ 0 $1,600 155
---------------------------------------------------------------------------------------------------------
129 Aug-97 Spokane 99218 1-Jan-97 $ 720 $180 $ 0 $ 900 80
---------------------------------------------------------------------------------------------------------
130 Jul-94 Spokane 99216 1-Jan-97 $ 750 $180 $ 0 $ 930 79
---------------------------------------------------------------------------------------------------------
131 1-Jan-97 $ 750 $180 $ 0 $ 930
---------------------------------------------------------------------------------------------------------
132 Aug-96 Spokane 99212 1-Jan-97 $ 835 $180 $ 0 $1,015 83
---------------------------------------------------------------------------------------------------------
133 Jun-94 OH 44121 1-Jan-97 $ 750 $180 $ 0 $ 930 83
---------------------------------------------------------------------------------------------------------
134 Jun-93 Spokane 99201 1-Jan-97 $ 167 $158 $ 0 $ 325 65
---------------------------------------------------------------------------------------------------------
135 Xxx-00 XX 00000 1-Jan-97 $ 720 $180 $ 0 $ 900 88
---------------------------------------------------------------------------------------------------------
000 Xxx-00 Xx. Xxxx 00000 1-Jan-97 $ 810 $180 $ 0 $ 990 78
---------------------------------------------------------------------------------------------------------
201 Nov-95 Spokane 99206 1-Jan-97 $ 645 $180 $ 0 $ 825 84
---------------------------------------------------------------------------------------------------------
202 Aug-94 Spokane 99223 1-Jan-97 $ 645 $180 $ 0 $ 825 92
---------------------------------------------------------------------------------------------------------
203 Mar-97 1-Jun-96 $ 635 $180 $ 0 $ 815 87
---------------------------------------------------------------------------------------------------------
204 Aug-96 Dayton 99328 1-Jan-97 $ 650 $185 $ 0 $ 835 74
---------------------------------------------------------------------------------------------------------
000 Xxx-00 XX 1-Sep-96 $ 860 $180 $ 0 $1,040 82
---------------------------------------------------------------------------------------------------------
206 Nov-93 Spokane 99202 1-Jan-97 $ 845 $180 $ 0 $1,025 90
---------------------------------------------------------------------------------------------------------
000 Xxx-00 Xxxxx Xx 1-Jan-97 $ 625 $180 $ 0 $ 805 90
---------------------------------------------------------------------------------------------------------
208 Dec-96 Spokane 99212 1-Jan-97 $ 605 $185 $ 0 $ 720 77
---------------------------------------------------------------------------------------------------------
000 Xxx-00 Xxxxxxx 00000 1-Jan-97 $ 940 $180 $ 0 $1,120 81
---------------------------------------------------------------------------------------------------------
210 Xxx-00 XX 00000 1-Jan-97 $ 625 $180 $ 0 $ 805 94
---------------------------------------------------------------------------------------------------------
211 May-96 Spokane 99223 1-Jan-97 $ 830 $360 $ 0 $1,190 163
---------------------------------------------------------------------------------------------------------
212 Oct-92 Spokane 99212 1-Jan-97 $ 625 $180 $ 0 $ 805 84
---------------------------------------------------------------------------------------------------------
213 Nov-95 Colbert 99005 1-Jan-97 $ 625 $180 $ 0 $ 805 85
---------------------------------------------------------------------------------------------------------
214 Sep-93 Spokane 99223 1-Jan-97 $ 625 $180 $ 0 $ 805 81
---------------------------------------------------------------------------------------------------------
215 Oct-93 Xxxxxx, XX 00000 1-Jun-97 $ 845 $180 $75 $1,100 87
---------------------------------------------------------------------------------------------------------
216 Jan-95 Spokane 99212 1-Jan-97 $ 940 $360 $ 0 $1,300 169
---------------------------------------------------------------------------------------------------------
217 1-Nov-96 $ 635 $180 $ 0 $ 815
---------------------------------------------------------------------------------------------------------
218 Aug-94 Reardan 99029 1-Jan-97 $ 860 $180 $ 0 $1,040 84
---------------------------------------------------------------------------------------------------------
219 Apr-94 Spokane 99216 1-Jan-97 $1,295 $180 $ 0 $1,475 85
---------------------------------------------------------------------------------------------------------
000 Xxx-00 Xxxxxxxxxx 99016 1-Jan-97 $ 560 $180 $ 0 $ 740 86
---------------------------------------------------------------------------------------------------------
000 Xxx-00 Xxxxxxx 00000 1-Jan-97 $ 690 $180 $ 0 $ 870 8X
---------------------------------------------------------------------------------------------------------
000 Xxx-00 Xxxxxxx 00000 1-Jan-97 $1,150 $180 $ 0 $1,330 9X
---------------------------------------------------------------------------------------------------------
EXHIBIT 2.05(A) Park Place General Partnership Leases
--------------------------------------------------------------------------------
Park Place Rent Roll (IL)
--------------------------------------------------------------------------------
Rental Rates
---------------------------
Apt # Description Sq. Ft. Single Double First Name Last Name Phone # Res. Deposit/
----------------------------------------------------------------------------------------------------------------------
411 1 bedroom/1 bath 403 $ 880 $1,130 Xxxxxxxx Xxxxxx 924-2076 1
412 1 bedroom/1 bath 564 $1,165 $1,415 Xxxxxxxx Xxxxxx 921-9943 1
413 1 bedroom/1 bath 564 $1,165 $1,415 Una Xxxxxxx 891-7865 1
415 1 bedroom/1 bath 569 $ 845 $1,095 Xxxxxxx Xxxxxxxx 892-0602 1
416 1 bedroom/1 bath 592 $ 490 Xxx Xxxx 891-2050 1
417 1 bedroom/1 bath 569 $ 845 $1,095 C. Xxxx XxXxxx 892-0650 1
418 1 bedroom/1 bath 564 $1,100 $1,350 Xxxxxxxxx Xxxxxxxx 926-6680 1
419 1 bedroom/1 bath 564 $1,210 $1,460 Xxxx Xxxxxx 924-8472 1
420 1 bedroom/1 bath 403 $ 900 $1,150 Xxxxxxx Xxxxx 891-8735 1
* model apartments
Notes: Xxxxxxx Xxxxxx in 401 is moving from Portland in March. She will select
an apt. when she arrives. She placed a deposit down to keep her name on the list.
We've placed her in 401 for the time being, however, this apt. is open for rent. 116
Xxxxxxx Xxxxxxxxxx in 318 is moving from CA in May. She will select an apt.
when she arrives. We've placed her in 318, however, this apt. is open for rent.
New Rent Base Total
Apt # End of lease Last City Last Zip Eff. Date Rent B/D Lunch Rent Age
-----------------------------------------------------------------------------------------------------------
411 Dec-93 Spokane 99212 1-Jan-97 $ 700 $ 180 $ 0 $ 880 81
412 Feb-94 CA 95060 1-Jan-97 $ 985 $ 180 $ 0 $ 1,165 76
413 Dec-95 Metaline Falls 99153 1-Jan-97 $ 985 $ 180 $ 0 $ 1,165 81
415 1-Dec-96 $ 665 $ 180 $ 0 $ 845
416 Nov-92 Spokane 99205 1-Jan-97 $ 332 $ 158 $ 0 $ 490 48
417 Dec-96 Spokane 99205 1-Jan-97 $ 660 $ 185 $ 0 $ 845 92
418 Mar-97 Spokane 99206 1-Mar-96 $ 920 $ 180 $ 0 $ 1,100 84
419 Mar-96 Spokane 99212 1-Jan-97 $ 1,030 $ 180 $ 0 $ 1,210 72
420 Feb-95 Liberty lake 99019 1-Jan-97 $ 720 $ 720 $ 0 $ 900 85
$90,251 $22,294 $15 0 $112,695 78
EXHIBIT "2.05(B)"
Contracts
To Be Attached
by the Parties on or before February 21, 1997
-34-
EXHIBIT "2.05(B)"
Page 1 of 2
Park Place General Partnership Contracts
----------------------------------------
1. Xxxx Elevator
Extended Coverage Maintenance Agreement
Dated: 2/11/92
2. Crow's Nest Entertainment, Inc.
Digital Music Express Commercial Music Agreement
Dated: 5/17/96
3. Xxxxx Assisted Living
Agreement
Dated: 10/1/96
4. Fire Power, Inc.
Preventative Maintenance Agreement
Dated: 1/18/96
5. Camp Chevrolet, Inc.
Motor Vehicle Open-Ended Business Lease Agreement
Dated: 10/10/92
6. Xxxxx Heating
Service Agreement
Dated: 11/7/96
7. Xxxxx Northwest, Inc.
Service Agreement*
*Note: no contract, see sample invoice attached, service cancellation requires
30-day notice, multiple air fresheners provided around campus
Page 2 of 2
XXXXX NORTHWEST, INC.
00000 X. Xxxxxxxxxx
Xxxxx 00
Xxxxxxx, XX 00000
(000) 000-0000 . Toll-Free (000) 000-0000
--------------------------------------------------------------------------------
Type of Business
--------------------------------------------------------------------------------
Business Name Park Place II
--------------------------------------------------------------------------------
Address 000 X. Xxxx Xxxxx
--------------------------------------------------------------------------------
Xxxx Xxxxxxx Xxxxx XX Zip Code 99212
--------------------------------------------------------------------------------
Owner or Manager C.O.D.
--------------------------------------------------------------------------------
Billed To Charge
--------------------------------------------------------------------------------
Please Enter Our Order For 14AF Service at 4 Week intervals as follows:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
AIR | TOTAL | | | | | SOAP | COST PER
FRESHENERS | FIXTURES | BOWLS | | URINALS | SINKS | MACHINES | SERVICE
-----------|----------|-------|-----|---------|-------|----------|--------------
BATT| | | | | | | | |
-----------| | | | | | |
14 | | | | | | | $84.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
DEPOSIT ON AIR FRESHENER None taken/waive per Xxxx
--------------------------------------------------------------------------------
All installs to be done by Xxxx as needed during construction
--------------------------------------------------------------------------------
SPECIAL INSTRUCTIONS per Tom's request
--------------------------------------------------------------------------------
Invoice as installed
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
THIRTY DAYS NOTICE IS REQUIRED IN WRITING
IN THE EVENT OF TERMINATION OF SERVICE OR PAYMENT THEREOF.
--------------------------------------------------------------------------------
Customer Notified of Change As Noted Above By: _________________Date:___________
Fresheners Are Loaned for Services Only And Remain The Property of XXXXX
NORTHWEST, INC.
--------------------------------------------------------------------------------
Signature of Owner or Manager.
--------------------------------------------------------------------------------
Dated Sold: 2-28-96 Salesman: No. 1
--------------------------------------------------------------------------------
Date Installed Installed By:
PP II
#5535 pp 3/7/96
EXHIBIT "2.05(C)"
CONTRACTS NOT BEING ASSIGNED
1. Management Agreement dated October 10, 1995 between Seller and
Start/Northwest doing business as Senior Living Management Services.
-35-
EXHIBIT "4.01(A)(14)"
Liens
None
-36-
EXHIBIT "4.01(B)"
Schedule Lease Rates
To Be Attached
by the Parties on or before February 21, 1997
-37-
EXHIBIT 4.01(B)
Park Place General Partnership Scheduled Lease Rates
----------------------------------------------------
Independent Living Rates
Floor Plans Monthly Rent
Studio $ 750 - 780
333-366 square feet
1 Bedroom/ 1 Bath $ 815 - 1,230
366 - 571 square feet
2 Bedroom/ 1 Bath $ 1,065 - 1,575
497 - 808 square feet
2 Bedroom/ 2 Bath $ 1,275 - 1,500
654 - 735 square feet
. The above rents are based on single occupancy.
$250 will be charged monthly for a second occupant.
The monthly rent includes:
. Breakfast and dinner daily
. Free laundry facilities
. Educational and activity programs
. Transportation services
. Emergency call system
. Water, sewer, garbage
. Maintenance-free living
PARK PLACE
RETIREMENT COMMUNITY
000 X. XXXX XXXX . XXXXXXX, XX 00000
(000) 000-0000
EXHIBIT "6.02"
Permitted Exceptions to Title Commitment
To Be Attached
by the Parties on or before February 28, 1997
-38-
EXHIBIT "11.02(C)"
Employee Compensation Schedule
To Be Attached
by the Parties on or before February 21, 1997
-39-
EXHIBIT 11.02(C)
Park Place General Partnership Employee Compensation
Schedule
Park Place Retirement Community
Employee Compensation @x/xx/97
Full Time/
Employee Name Job Title Pay Rate Part Time
Xxxxxxx, Xxxxx Waitstaff $5.00 PT
Xxxxxx, Xxxx Waitstaff $5.50 PT
Xxxxx, Xxxxxxx Housekeeper $5.25 FT
Xxxxxxxxxxx, Xxxxxxx Waitstaff $5.00 PT
Xxxxx, Xxxxxxx Waitstaff $5.25 PT
Xxxxx, Xxxxxxx Waitstaff $5.00 PT
Ham Jr., Xxxxxxx Waitstaff $5.00 PT
Xxxxxxxxx, Xxxx Waitstaff $5.00 PT
Judge, Xxxxxx Xxxx $7.00 FT
Xxxxxxxx, Xxxxx Dishwasher $5.50 PT
Xxxx, Xxxxxx Waitstaff $5.25 PT
MacNall, Xxx Xxxx $7.50 FT
XxXxxxxx, Xxxxxx Waitstaff $5.50 PT
XxXxxxxxx, Xxxxxxx Receptionist $6.35 FT
Xxxxx, Xxxxxxx Waitstaff $5.00 PT
Xxxx, Xxxxx IL Program Director $1,800.00 FT
Xxxxxxxx, Xxxx Maintenance Assistant $8.00 FT
Xxxxxx, Xxxxx Activities Director $1,450.00 FT
Xxxxxxxxx, Xxxxx Waitstaff $5.25 PT
Xxxxxxx, Xxxxxx Waitstaff $5.75 PT
Xxxxx, Xxxxxxxx Marketing/Leasing Agent $1,400.00* FT
Xxxxxxxx, Xxxxx Maintenance Supervisor $1,910.00 FT
*Plus Commissions
EXHIBIT "15.07"
Confidential Buyer Documents
1. Appraisal
-40-
