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GENERAL INSTRUMENT OF TRANSFER AND BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS, that DUBOIS REALTY PARTNERS, L.P.,
a
Pennsylvania limited partnership having an
address at c/o Michael Joseph
Development Corporation 2500 Brooktree
Drive, Suite 300, Wexford, PA 15090
("Grantor"), in consideration of the sum of
Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and
sufficiency of which is hereby
acknowledged, has bargained and sold and by
this General Instrument of Transfer
and Bill of Sale does GRANT, BARGAIN, SELL,
CONVEY, ASSIGN, TRANSFER, SET OVER
and DELIVER to CEDAR DUBOIS, LLC, a
Delaware limited liability company, having
an address at 44 South Bayles Avenue, Port
Washington, New York 11050 (the
"Grantee"), all of the right, title and
interest of Grantor, in and to the
following (collectively, the "Assets"):
(a) All tangible personal property owned by Grantor and now
located
upon, attached to, pertaining to, or used
in connection with certain real
property situated in Sandy Township,
Indiana County, Pennsylvania, more
particularly identified and described on
Exhibit A annexed hereto and hereby
made a part hereof (the "Real Estate"),
including, without limitation, all
equipment, fixtures, machinery, apparatus,
blinds, curtains, and treatments,
blueprints, plans, specifications, surveys,
reports and appraisals and other
tangible personal property of any kind and
description;
(b) All intangible personal, property owned by Grantor and now
located
upon, attached to, pertaining to, or used
in connection with the Real Estate,
including, without limitation, all trade
names, logos and telephone numbers, all
warranties and guaranties given in
connection with the construction or repair of
the buildings, structures and other
improvements on the Real Estate, or the
purchase of any personal property, and all
certificates of occupancy (or the
local equivalent), permits, licenses,
approvals and authorizations issued by any
federal, state, county, municipal
governmental or quasi-governmental branch,
authority, district, agency, court,
tribunal, department, officer, official,
board, commission or other instrumentality;
and
(c) The contracts listed on Exhibit A attached hereto pertain to
the
operation, management or maintenance of the
Real Estate ("Service Contracts").
Grantor agrees to indemnify, defend and
hold harmless Grantee from and against
any loss, cost, claim, liability or expense
of whatever kind or nature under the
Service Contracts arising or accruing prior
to the date hereof.
The foregoing transfer is made without recourse and without
representation or warranty whatsoever,
except as above provided and except that
Grantor represents and warrants to Assignee
that to the best of Grantor's
knowledge, the Assets are transferred free
and clear of all pledges, liens,
encumbrances and other claims of third
parties in and to such Assets.
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IN WITNESS WHEREOF, Grantor has executed this General Instrument
of
Transfer and Bill of Sale as of the 5th day
of March, 2004.
DUBOIS REALTY PARTNERS, L.P.,
a Pennsylvania general partnership
By: Michael Joseph Acquisition Corporation,
a Pennsylvania corporation,
its General Partner
By: /s/ Guy J. DiRienzo
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Guy J. DiRienzo, Vice President
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EXHIBIT A
(Service Contracts)
1.
Property Management contract with Michael Joseph Development
Corporation dated December 16, 1999
2. Oral
contract with Western Pennsylvania Service Company for the
performance of routine maintenance (i.e. landscaping, sidewalk
snow
removal, trash pickup, lot light repairs, etc.)
3. Oral
contract with Robert Cole to sweep the parking lot (excluding
the
Lowe's parcel)
4. Oral
contract with Robert Cole to perform the snow removal for the
parking lot (excluding Lowe's parcel)
5.
Sprinkler monitoring contract with Premier Security to monitor
the
sprinkler system for
the shopping center (excluding Elder-Beerman and
Shop 'N Save buildings)
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Exhibit A
PARCEL No. 1:
ALL that certain piece, parcel or tract of land lying and being
situate
in Sandy Township, Clearfield County,
Pennsylvania, bounded and described as
follows to wit:
BEGINNING at an existing 3/4" rebar set by previous survey on
the
northern right-of-way for a 16 foot
unopened alley as shown on the Harriet Bogle
Plan of Lots and surveyed by George Kirk,
CE in 1916, said rebar being N 74
degrees 15 minutes 46 seconds W a distance
of 694.45 feet from a 3/4" rebar set
by previous survey at the intersection of
the rights-of-way of said unopened 16
foot alley and Shaffer Road, and being the
southeast corner of the herein
described parcel,
THENCE; N 74 degrees 15 minutes 46 seconds W along the northern
right-of-way line of a 16 foot unopened
alley a distance of 1021.21 feet to an
existing 3/4" rebar set by previous survey
at the southeast corner of land now
or formerly Ida Mae Lockhart & Alberta
G, Larson,
THENCE; N 15 degrees 44 minutes 14 seconds E along lands now or
formerly Ida Mae Lockhart & Alberta G.
Larson a distance of 150.00 feet to an
existing 3/4" rebar set by previous
survey,
THENCE; N 74 degrees 15 minutes 29 seconds W along lands now or
formerly Ida Mae Lockhart & Alberta G.
Larson a distance of 200.00 feet to an
existing 3/4" rebar set by previous
survey,
THENCE; S 15 degrees 44 minutes 14 seconds W along lands now or
formerly Ida Mae Lockhart & Alberta G.
Larson a distance of 150.00 feet to an
existing 3/4" rebar set by previous survey
on the northern line of an unopened
16 foot alley,
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THENCE; N 74 degrees 15 minutes 46 seconds W along the northern
line
of a l6 foot unopened alley a distance of
124,17 feet to an existing 3/4" rebar
set by previous survey, and being the
southwest corner of the herein described
parcel,
THENCE; N 16 degrees 05 minutes 56 seconds E along lands now or
formerly Nedza Real Estate Development
Corporation a distance of 758.96 feet to
an existing 3/4" rebar set by previous
survey, and being the northwest corner of
the herein described parcel.
THENCE; S 74 degrees 21 minutes 30 seconds E along lands now or
formerly Nedza Real Estate Development
Corporation a distance of 1365.50 feet to
an ex
