SCHEDULES
Schedule 1
Defined Terms
Schedule 3.5.1
List of Materials
PURCHASE AND SALE CONTRACT
THIS PURCHASE AND SALE CONTRACT (this "Contract") is entered into as of the 14th
day of June, 2012 (the "Effective Date"), by and between CENTURY PROPERTIES FUND
XIX, LP, a Delaware limited partnership, having an address at 4582 South Ulster
Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller"), and AUGUSTUS
PARTNERS, LLC, a Colorado limited liability company, having a principal address
at 6950 E. Belleview Avenue, Suite 321, Greenwood Village, Colorado 80111
("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 Pinellas County, Florida, as
more particularly described in Exhibit A attached hereto and made a part hereof,
and the improvements thereon, commonly known as Tamarind Bay 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 $12,750,000.00, 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, 1125 17TH STREET, SUITE 750,
DENVER, COLORADO 80202, ATTENTION: STEPHEN SANDERS, P: 303-876-1133, F:
303-704-1878 ("ESCROW AGENT" OR "TITLE INSURER") AN INITIAL DEPOSIT (THE
"INITIAL DEPOSIT") OF $127,500.00 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 $127,500.00 BY WIRE TRANSFER OF GOOD FUNDS.
2.2.3.
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 AN FDIC-INSURED, INTEREST-BEARING BANK ACCOUNT OR
FDIC-INSURED MONEY MARKET FUND REASONABLY APPROVED BY PURCHASER AND SELLER, 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 AND APPLY THE DEPOSIT IN STRICT ACCORDANCE
WITH THE TERMS OF THIS CONTRACT.
THE TAX IDENTIFICATION NUMBERS OF THE PARTIES
SHALL BE FURNISHED TO ESCROW AGENT