partnership, having an address at 4582 South
Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller"), and PMF
ENTERPRISES CF INC., a Florida corporation, having a principal address at 134
Starboard Lane, Unit 804, Merritt Island, Florida 32953 ("Purchaser").
NOW, THEREFORE, in consideration of mutual covenants set forth herein, Seller
and Purchaser hereby agree as follows:
RECITALS
A.
SELLER OWNS THE REAL ESTATE LOCATED IN SEMINOLE COUNTY,
FLORIDA, AS MORE PARTICULARLY DESCRIBED IN EXHIBIT A ATTACHED HERETO AND MADE A
PART HEREOF, AND THE IMPROVEMENTS THEREON, COMMONLY KNOWN AS VILLAGE GREEN
APARTMENTS.
B.
PURCHASER DESIRES TO PURCHASE, AND SELLER DESIRES TO SELL,
SUCH LAND, IMPROVEMENTS AND CERTAIN ASSOCIATED PROPERTY, ON THE TERMS AND
CONDITIONS SET FORTH BELOW.
ARTICLE I
DEFINED TERMS
Unless otherwise defined herein, any term with its initial letter capitalized in
this Contract shall have the meaning set forth in Schedule 1 attached hereto and
made a part hereof.
ARTICLE II
PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT
2.1
PURCHASE AND SALE.
Seller agrees to sell and convey the Property to Purchaser and Purchaser
agrees to purchase the Property from Seller, all in accordance with the terms
and conditions set forth in this Contract.
2.2
PURCHASE PRICE AND DEPOSIT.
The total purchase price ("Purchase Price") for the Property shall be an
amount equal to Seven Million Six Hundred Thousand
Dollars ($7,600,000.00),
payable by Purchaser, as follows:
2.2.1
WITHIN 2 BUSINESS DAYS FOLLOWING THE EFFECTIVE DATE, PURCHASER
SHALL DELIVER TO FIRST AMERICAN TITLE INSURANCE COMPANY OF NEW YORK, 633 THIRD
AVENUE, NEW YORK, NEW YORK 10017, ATTENTION: LINDA J. ISAACSON, TELEPHONE: (212)
850-0664; FAX: (212) 331-1467 ("ESCROW AGENT" OR "TITLE INSURER") AN INITIAL
DEPOSIT (THE "INITIAL DEPOSIT") OF SEVENTY-SIX THOUSAND
DOLLARS ($76,000.00) BY
WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS ("GOOD FUNDS").
2.2.2
ON OR BEFORE THE DAY THAT THE FEASIBILITY PERIOD EXPIRES, PURCHASER
SHALL DELIVER TO ESCROW AGENT AN ADDITIONAL DEPOSIT (THE "ADDITIONAL DEPOSIT")
OF SEVENTY-SIX THOUSAND
DOLLARS ($76,000.00) BY WIRE TRANSFER OF GOOD FUNDS.
2.2.3
AT THE CLOSING, SUBJECT TO THE OCCURRENCE OF THE LOAN ASSUMPTION
AND RELEASE, PURCHASER SHALL RECEIVE A CREDIT AGAINST THE PURCHASE PRICE IN THE
AMOUNT OF THE OUTSTANDING PRINCIPAL BALANCE OF THE NOTE, TOGETHER WITH ALL
ACCRUED BUT UNPAID INTEREST (IF ANY) THEREON, AS OF THE CLOSING DATE (THE "LOAN
BALANCE").
2.2.4
THE BALANCE OF THE PURCHASE PRICE FOR THE PROPERTY SHALL BE PAID TO
AND RECEIVED BY ESCROW AGENT BY WIRE TRANSFER OF GOOD FUNDS NO LATER THAN 10:00
A.M. ON THE CLOSING DATE.
2.3
ESCROW PROVISIONS REGARDING DEPOSIT.
2.3.1
ESCROW AGENT SHALL HOLD THE DEPOSIT AND MAKE DELIVERY OF THE
DEPOSIT TO THE PARTY ENTITLED THERETO UNDER THE TERMS OF THIS CONTRACT.
ESCROW
AGENT SHALL INVEST THE DEPOSIT IN SUCH SHORT-TERM, HIGH-GRADE SECURITIES,
INTEREST-BEARING BANK ACCOUNTS, MONEY MARKET FUNDS OR ACCOUNTS, BANK
CERTIFICATES OF DEPOSIT OR BANK REPURCHASE CONTRACTS AS ESCROW AGENT, IN ITS
DISCRETION, DEEMS SUITABLE, AND ALL INTEREST AND INCOME THEREON SHALL BECOME
PART OF THE DEPOSIT AND SHALL BE REMITTED TO THE PARTY ENTITLED TO THE DEPOSIT
PURSUANT