a Delaware limited liability company, having an address at 4582
South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller") and
CD GROUP, LLC, a Florida limited liability company, having a principal address
at c/o CFH Group, LLC, 3850 Bird Road, 8th Floor, Miami, Florida 33146
("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 Brevard County, Florida, as
more particularly described in Exhibit A attached hereto and made a part hereof,
and the improvements thereon, commonly known as The Dunes Apartment Homes.
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 Six Million Six Hundred Thousand ($6,600,000), 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,
LISAACSON@FIRSTAM.COM ("ESCROW AGENT" OR "TITLE INSURER") AN INITIAL DEPOSIT
(THE "INITIAL DEPOSIT") OF $100,000 BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE
FUNDS ("GOOD FUNDS").
2.2.2
ON OR BEFORE THE DAY THAT IS ONE (1) BUSINESS DAY AFTER THE
FEASIBILITY PERIOD EXPIRES, PURCHASER SHALL DELIVER TO ESCROW AGENT AN
ADDITIONAL DEPOSIT (THE "ADDITIONAL DEPOSIT") OF $100,000 BY WIRE TRANSFER OF
GOOD FUNDS.
2.2.3
THE BALANCE OF THE PURCHASE PRICE (SUBJECT TO ADJUSTMENT FOR
PRORATIONS) AND CREDITS IN ACCORDANCE WITH THE TERMS OF THIS CONTRACT) FOR THE
PROPERTY SHALL BE PAID TO AND RECEIVED BY ESCROW AGENT BY WIRE TRANSFER OF GOOD
FUNDS NO LATER THAN 1:00 P.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
REASONABLE 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 TO THIS CONTRACT.
2.3.2
ESCROW AGENT SHALL HOLD THE DEPOSIT UNTIL THE EARLIER OCCURRENCE OF
(I) THE CLOSING DATE, AT WHICH TIME THE DEPOSIT SHALL BE APPLIED AGAINST THE
PURCHASE PRICE, OR RELEASED