Exhibit 10.137
XXXX OF SALE, ASSIGNMENT AND ASSUMPTION OF CONTRACTS
EASTWOOD TOWNE CENTER SHOPPING CENTER, LASING MICHIGAN
THIS XXXX OF SALE, ASSIGNMENT AND ASSUMPTION OF CONTRACTS is made as of
the 13th day of May, 2004, by and between LANSING PAVILION, LLC, a Michigan
limited liability company ("ASSIGNOR"), and INLAND WESTERN LANSING EASTWOOD,
L.L.C., a Delaware limited liability company ("ASSIGNEE").
W I T N E S S E T H:
For good and valuable consideration, receipt and sufficiency of which is
hereby acknowledged, Assignor and Assignee hereby agree as follows:
1. Assignor hereby sells, transfers, assigns and conveys to Assignee
the following:
(a) All right, title and interest of Assignor in and to all
tangible personal property ("PERSONALTY") set forth in the inventory on EXHIBIT
A attached hereto and made a part hereof, and located on, and used in connection
with the management, maintenance or operation of that certain land and
improvements located in the County of Xxxxxx, State of Michigan, as more
particularly described in EXHIBIT B attached hereto and made a part hereof
("REAL PROPERTY"), but excluding tangible personal property owned or leased by
Assignor's contractors under the Contracts (as defined below).
(b) All right, title and interest of Assignor in and to those
certain contracts set forth on EXHIBIT C attached hereto and made a part hereof,
and all warranties, guaranties, indemnities and claims (including, without
limitation, for workmanship, materials and performance) and which exist or may
hereafter exist against any contractor, subcontractor, manufacturer or supplier
or laborer or other services relating thereto (collectively, the "CONTRACTS").
(c) All right, title and interest of Assignor in and to those
agreements set forth on EXHIBIT D attached hereto and made a part hereof (the
"LICENSE AGREEMENTS").
2. This Xxxx of Sale, Assignment and Assumption of Contracts is given
pursuant to that certain Agreement of Purchase and Sale (as amended, the
"PURCHASE AGREEMENT") dated as of March 29, 2004, between Assignor and Assignee,
providing for, among other things, the conveyance of the Personalty and the
Contracts.
3. Assignee hereby accepts the assignment of the Personalty, the
Contracts and the License Agreements and agrees to assume and discharge, in
accordance with the terms thereof, all of the obligations thereunder from and
after the date hereof.
4. Assignee agrees to indemnify and hold harmless Assignor from any
cost, liability, damage or expense (including attorneys' fees) arising out of or
relating to Assignee's failure to perform any of the foregoing obligations
arising from and accruing on or after the date hereof.
5. Assignor agrees to indemnify and hold harmless Assignee from any
cost, liability, damage or expense (including attorneys' fees) arising out of or
relating to Assignor's failure to
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perform any of the obligations of Assignor under the Contracts or License
Agreements, to the extent accruing prior to the date hereof.
6. This Xxxx of Sale, Assignment and Assumption of Contracts may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Xxxx of Sale,
Assignment and Assumption of Contracts as of the date first above written.
ASSIGNOR:
LANSING PAVILION, LLC, a Michigan limited
liability company
By: Xxxxxxx X. Xxxxxxxx Real Estate, Inc.
Its: Manager
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Its: President
(Signatures Continued On Next Page)
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ASSIGNEE:
INLAND WESTERN LANSING EASTWOOD,
L.L.C, a Delaware limited liability company
By: Inland Western Retail Real Estate Trust, Inc.,
a Maryland corporation
Its: sole member
By:
---------------------------------
Name:
--------------------------------
Title:
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Exhibit A Personalty
Exhibit B Real Property
Exhibit C Contracts
Exhibit D License Agreements
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EXHIBIT A
PERSONALTY
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EASTWOOD TOWNE CENTER
OFFICE PHYSICAL INVENTORY
1. Laptop (Dell Inspiron 2600)
2. Desktop Computer
3. Printer (hp LaserJet 1200 Series)
4. Muzak Equipment
a. 60 OWI Outdoor Speakers (59 ouside/1 in Management Office
b. 2 Digital Mixer Amps
c. 2 12 Minute Digital Repeaters
d. 2 1200 Watt Commerical Amps
e. 1 Rack Cabinet with 2 Sshelves
5. Microwave (Xxxxxxx)
6. Refrigerator (Haier)
7. Digital Camera (Kodak DX4900)
8. Water Cooler
9. Key Xxx
00. Fire Extinguisher
11. End Table
12. Mailboxes (Black Plastic Tabletop)
13. Eastwood Towne Center Wall Sign
14. Wood File Boxes (wall mounted)
15. 3 Telephones (Toshiba Model# DKT3010-SD)
16. DSL Efficient Network Router (Model 5871)
17. Vacuum (Eureka)
18. Coffee Pot (Mr. Coffee)
EASTWOOD TOWNE CENTER
MAINTENANCE ROOM PHYSICAL INVENTORY
1. 60 Blueprints/Wood Rack
2. 2 39 Gallon Storage Containers
3. 1 Tool Box
a. Pliers
b. Screw Drivers
c. Bolt Cutters
d. Drill Bits
x. Xxxxxx
x. Xxxxx Gun
g. Staple Gun
h. 18 Volt Cordless Drill
i. 40 Piece Socket Set
4. 40 Orange Traffic Cones
5. 2 150 ft Hoses
6. 2 Rubber Floor Mats
7. 2 Quartz Lighting Fixtures
8. 3 Mop Buckets
9. 1 Grilla Adjustable Ladder
10. 1 Parking Lot Stripper
11. 10 Crowd Control Standee Posts w/ Ropes
12. 1 Snow Shovel
13. 1 Pan Shovel
14. Assortment of Paint Mixes and Sto Finishes for Building Exteriors
15. 1 Brute Trash Can on Wheels
16. 2 Plastic Trash Cans/Containers
17. Various Daily Cleaning Supplies
a. Toilet Paper
b. Bleach
c. Floor Cleanser
d. Hand Soap
e. Hand Towels
f. All Purpose Cleaners
g. Trash Bags
h. Rubber Gloves
EXHIBIT B
REAL PROPERTY
That part of the Southwest 1/4 and the Northwest 1/4 of Section 2, T4N, R2W,
Lansing Township, Xxxxxx County, Michigan, described as:
Commencing at the Xxxx 0/0 Xxxxxx xx Xxxxxxx 0, X0X, X0X, thence S00DEG.
45'59"W, 680.00 feet along the west line of Section 2 to the centerline of Lake
Lansing Road; thence N89DEG.47'03"E, 1486.95 feet along the center of Lake
Lansing Road; thence N00DEG.12'57"W, 50.00 feet to the north right-of-way of
Lake Lansing Road and the point of beginning of the following described parcel;
thence N00DEG.12'57'W, 1391.72 feet; thence N89DEG.47'03"E, 1095.48 feet;
thence S00DEG.12'57"E, 1391.72 feet to the north right-of-way line of Lake
Lansing Road, 50.00 feet from the centerline; thence S89DEG.47'03"W, 1095.48
feet along said right-of-way to the point of beginning. Contains 35.000 acres.
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EXHIBIT C
CONTRACTS
SERVICE AGREEMENTS/CONTRACTS:
Xxx Xxxxxx - HVAC System
GRN - General property maintenance
Royal Lawn & Landscape - Snow Removal services and Lawn Maintenance
services.
GE Capital/Advanced Office Systems - Copier
Technology Integration - Office Interiors
The Xxxxxx Group - Holiday Decorations
PFG Commercial Finance - Holiday Decorations
D&R Security - Security Services
Pitney Xxxxx - Postage machine
Muzak - Sound System
Xxxxxxx - Waste Removal Services
LDMI Telecommunications - DSL/Computer system
Viacom Outdoor - Directory display agreement
WARRANTIES:
Una-Clad - Xxx Arbor Roofing Company roof warranty.
The Xxxxxxxxx Company - Close-Out Project Construction Binder
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EXHIBIT D
LICENSE AGREEMENT
None.
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