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EXHIBIT 10.84
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT ("Agreement") is made and entered into this
______ day of December, 1996, by and between OASIS RESIDENTIAL, INC., a Nevada
corporation (hereinafter referred to as "Seller"), and XXXXXXX INVESTMENTS, a
Nevada Limited Partnership (hereinafter referred to as "Buyer"):
1. SALE AND CLOSING.
1.1 Agreement. The Seller agrees to sell and Buyer agrees to
purchase the 60-unit apartment project located at 0000 Xxxx Xxxx Xxxx
Xxxxxxxxx, in the County of Xxxxx, State of Nevada, commonly known as OASIS
REEF APARTMENTS, Assessor's Parcel Nos. 138-23-201-001 through 138-23-214-060,
which shall include the "Land," the "Improvements," the "Personal Property,"
the "Intangible Property," and all of the Seller's interest, as landlord in and
to the "Tenant Occupancy Leases," all as hereinafter defined and as more
particularly described on Exhibits A and B attached hereto (the "Sale
Property").
"Land" shall mean the real property described in Exhibit A to this
Agreement, including all easements, riparian or other water rights, rights of
way and other interests appurtenant thereto, and all right, title and interest
of the Seller in and to any land lying in the bed of any street, road, highway
or avenue, open or proposed, in front of, adjacent to or adjoining such real
property and in all strips and gores, and which Land contains 3.14 acres more
or less.
"Improvements" shall mean all improvements and fixtures now or
hereafter located on the Land including, without limitation, the existing nine
(9) buildings, sixty (60) unit complex constructed on the Land which contains
in the aggregate approximately Sixty-Eight Thousand One Hundred Eighty (68,180)
square feet of gross rentable area, sixty (60) apartment units (of which
twenty-eight (28) are two (2) bedroom/two (2) bath units, thirty-two (32) are
three (3) bedroom/two (2) bath units, and surface level paved and striped
parking areas containing parking in compliance with Building Codes, together
with all appurtenances thereto and all apparatus, equipment and appliances
located on the Land and used in connection with the operation and occupancy
thereof such as systems or facilities for heating, ventilation, air
conditioning, climate control, utility services, parking services, garbage
disposal, irrigation and/or recreation, and all landscaping and residual
interests in leasehold improvements under the Tenant Occupancy Leases.
"Personal Property" shall mean those items of personal property listed
in Exhibit B attached to this Agreement (the "Personal Property Inventory") and
all other personal property now or hereafter owned or held by the Seller and
exclusively used in connection with the Land, the Improvements and/or the
Intangible Property or the ownership, operation or occupancy thereof including,
without limitation, all furniture, fixtures, machinery, appliances and
equipment located on the Sale Property, other than personal property owned by
tenants of the Sale Property.
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"Intangible Property" shall mean all property other than the Personal
Property, the Land, and the Improvements now or hereafter owned or held by the
Seller and used in connection with the ownership, operation or occupancy
thereof, excluding the name ("Oasis Reef Apartments" or the use of Oasis or
Reef with any other name), but including the name Lighthouse Cove, excluding
all copyrights, trademarks, trade names or service marks used in the operation
of the Land, the Improvements or the Personal Property, but including the
"Plans and Specifications" (as defined below) for use on the Land only in
connection with the present structures, the engineering, soils, pest control
and other studies or reports relating to the Land, the Improvements and/or the
Personal Property, all telephone exchange numbers identified with the Land or
Improvements, all awards or payments to be made for or with respect to any
taking in condemnation or eminent domain (including awards or payments for
damage resulting from change of grade or impairments of access) of any part of
the Land, the Improvements and/or the Personal Property on or after the date
hereof, all rents, issues and profits therefrom and to the extent, if any,
approved in writing by the Buyer pursuant to the terms of this Agreement, all
consents, licenses, franchises, permits, purchase or construction warranties or
guarantees and other rights owned by the Seller relating to the operation,
ownership or occupancy of the Land, the Improvements and/or the Personal
Property.
"Plans and Specifications" shall mean the final or plans and
specifications for construction of the Improvements as listed in Exhibit C to
this Agreement.
"Tenant Occupancy Leases" shall mean all leases, work letter
agreements, improvement agreements, and other rental agreements listed in
Exhibit D to this Agreement with respect to occupancy or use of the Sale
Property by tenants and all leases entered into in the normal course of
business during the term of this Agreement.
1.2 Closing. Consummation of the sale provided for herein (the
"Closing") shall take place at the office of Nevada Title Company (the "Title
Company"), through the escrow provided for in Paragraph 3 below (the "Escrow"),
on or before December 16, 1996 (the "Closing Date").
At or prior to the Closing, each of the parties shall execute and
deliver such documents and perform such acts as are provided for herein, or as
are necessary to consummate the sale contemplated hereunder.
2. PURCHASE PRICE AND PAYMENT TERMS.
2.1 Payment. The total purchase price (the "Purchase Price") to
be paid for the Sale Property shall be the sum of Three Million Nine Hundred
Thousand Dollars ($3,900,000), payable as follows:
2.1.1 Fifty Thousand Dollars ($50,000) as xxxxxxx money
("Xxxxxxx Money Deposit"), shall be deposited by the Buyer with the Escrow
Agent within three (3) working days
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after the date of the execution of this Agreement and shall be deposited by
said Escrow Agent into an interest-bearing account for the benefit of the Buyer
and shall be held by the Escrow Agent under and pursuant to the terms and
conditions of this Agreement and shall be subject to withdrawal by the Buyer
during the Contingency Period (as hereinafter defined) by Buyer notifying the
Escrow Agent in writing that Buyer cancels the Escrow Agreement. After the
Contingency Period, said sum shall be held by the Escrow Agent and shall be
payable to the Seller subject to the conditions hereinafter provided; provided,
however, that the Xxxxxxx Money Deposit shall be payable to the Buyer after the
Contingency Period in the event of the Buyer's termination of this Agreement
for failure of any condition or default or breach by the Seller. The
"Contingency Period" is defined as the period ending thirty (30) calendar days
after the receipt by the Buyer of the executed Agreement.
2.1.2 The balance of the Purchase Price shall be paid by
depositing into escrow of $2,750,000 cash and a promissory note in the amount
of $1,100,000 bearing interest at 9% per annum payable interest only for 3
years with balance all due and payable at the end of 3 years, which shall be
secured by a First Deed of Trust upon the Sale Property. All documents
required of Buyer in order to close the Escrow shall be deposited with the
Escrow Agent no later than 2:00 p.m. on the day before the Closing Date and
shall be available for immediate distribution to Seller upon recording of the
deed transferring ownership of the Sale Property to Buyer. The cash proceeds
of sale that are to be distributed to Seller shall be sent by wire transfer in
accordance with Seller's instructions, for which Buyer shall have no
responsibility after depositing said funds with Escrow Agent as provided above.
3. ESCROW. If required by the Escrow Agent, after the execution of this
Agreement, the parties shall execute escrow instructions to the Escrow Agent to
which shall be attached an executed copy of this Agreement, which shall
constitute instructions to the Escrow Agent. The opening of the Escrow
provided for in this Agreement shall be the date that a fully executed
Agreement is delivered to the Escrow Agent. If any of the provisions of this
Agreement conflict with the escrow instructions, this Agreement shall govern
and control. No cancellation or other provision of the escrow instructions
shall extend the Closing Date provided for herein or provide either party
hereto with any grace period not provided in this Agreement.
All of Escrow Agent's fees shall be borne equally by the parties. Any
cancellation fees of the Escrow Agent shall also be borne equally by the
parties, unless this Agreement is canceled as a result of a breach by one of
the parties hereto, in which case such party shall bear the entire cancellation
fee, except any rollback taxes and accrued, but unpaid, assessments, whether
due or to be paid in the future which rollback taxes and assessments shall all
be paid by the Seller at or prior to the Closing.
4. BUYER'S DUE DILIGENCE CONTINGENCIES. The obligation of Buyer to
purchase the Sale Property from Seller is contingent upon satisfaction, in the
Buyer's sole discretion, within the Contingency Period, of the following:
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4.1 Inspection and Review.
4.1.1 Buyer's review and approval, in writing, of a current
Preliminary Title Report to be provided within ten (10) days following
execution of this Agreement, together with copies of all documents referred to
as exceptions in the preliminary report;
4.1.2 Seller shall cure any title objections provided in
writing by Buyer within seven (7) business days of receipt of such objections.
If such objections are not cured to the satisfaction of the Buyer, it may
terminate this Agreement and the Xxxxxxx Money Deposit will be returned to it,
or at its election, Buyer may waive the cure process in writing and proceed
with Closing as provided for herein;
4.1.3 The Buyer itself or any of its agents, servants,
employees, or any entity to whom it may contract shall have the right to enter
upon the property for the purposes of making any studies of said property
including, but not limited to, soils, seismic, environmental, hydrology, or
other similar types of studies to determine the nature and the character and
fair market value of the property and the feasibility of the property for the
use for which Buyer desires to use said property, and Buyer agrees to indemnify
and hold the Seller harmless from any liability of any acts of any of the
Buyer's agents, servants, employees, or any person with whom Buyer should
contract to enter upon said property. Buyer agrees that the Buyer shall supply
to the Seller, should this sale not be consummated, copies of any and all such
reports and/or studies that are obtained by the Buyer;
4.1.4 The Buyer's inspection, testing, to the extent it deems
necessary, and approval of the physical condition of the Sale Property
including, without limitation, inspection and testing for the presence of
asbestos, polychlorinated biphenyls or other Hazardous Substances, and of the
structural, mechanical, seismic, electrical and other physical or environmental
conditions or characteristics of the Sale Property.
5. CONDITIONS PRECEDENT.
The following terms and conditions are conditions precedent to the
Buyer's closing under and pursuant to the terms and conditions of this
Agreement. If any condition (except for conditions contained in Paragraphs 5.1
and 5.3) has not been satisfied ten (10) days prior to the date of closing,
Buyer shall notify the Seller in writing and the Seller shall have the
opportunity to satisfy said condition. If Buyer fails to notify Seller in
writing of the failure to comply with any terms and conditions, said term or
condition shall be deemed to have been waived by Buyer:
5.1 The due and timely performance by the Seller and/or third
parties, prior to the Closing, of each and every covenant, undertaking and
agreement to be performed by the Seller and/or such third parties as provided
in this Agreement; and the truth, accuracy and completeness in all respects of
each representation and warranty made in this Agreement by the Seller,
including, without limitation, the information contained in the "Executive
Summary," attached hereto as Schedule 5.1 (save and except as to the amount
shown thereon under "Expense
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Analysis" of $2,500 per unit, which figure Buyer has been advised is much
higher), both at the time made and on the Closing Date.
5.2 As of the Closing Date, there shall have been no material adverse
change in the condition of the Sale Property, or any portion thereof, or in any
document, contractual relations, or other circumstances affecting the Sale
Property previously approved by Buyer, and all apartment units vacant for 5
days or longer within the Sale Property shall be rent ready and available for
immediate occupancy, and each apartment unit shall contain in working condition
a washer, dryer, refrigerator, microwave oven, gas oven and dishwasher.
5.3 In the event any of the foregoing conditions or other conditions
to this Agreement which are for the benefit of the Buyer are neither fulfilled,
nor waived as provided above, and Buyer has given notice of any said condition
to the extent required by Paragraph 5, the Buyer, at its election by written
notice to Seller, may terminate this Agreement and be released from all
obligations under this Agreement. In the event of such a termination by the
Buyer, the Xxxxxxx Money Deposit and all other funds deposited in escrow by the
Buyer or paid by the Buyer to the Seller outside of escrow and all interest
accrued on such funds shall be returned immediately to the Buyer, and all
documents deposited in escrow by the Buyer or the Seller shall be returned to
the depositing party.
6. TITLE CONVEYANCE, ETC.
6.1 Deed. The Seller shall convey title to the Sale Property,
including the Land and the Improvements upon the close of escrow by a deed in
the form attached hereto as Exhibit E (the "Grant, Bargain and Sale Deed")
subject to no exceptions other than the following (the "Conditions of Title"):
The lien for local real estate taxes and assessments not yet
due or payable;
(a) Interests of tenants pursuant to Tenant Occupancy
Leases approved by the Buyer.
(b) Those items shown on Schedule B of the Preliminary
Title Report to which the Buyer has no objection
referred to in Paragraph 4.1 hereof.
At the Closing, Seller shall deliver to the Escrow Agent the Grant, Bargain and
Sale Deed executed by Seller by which the Sale Property is transferred to
Buyer.
6.2 Title Insurance. The Buyer's obligation to purchase the Sale
Property shall be subject to the irrevocable commitment of the Title Company to
issue upon payment of its normal premium on the close of Escrow of the
transaction contemplated by this Agreement (Form B, Rev. 10/17/70), together
with such endorsements as the buyer may reasonably require (including, without
limitation, CLTA endorsements or their Nevada equivalent) number 100 (modified)
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100.6, 103.4, 103.7, 116, 116.1, 116.4, 116.7 and 123.2), insuring the Buyer in
the amount of $3,900,000 that fee simple title to the Land and Improvements is
vested in the Buyer subject only to the Conditions of Title, with reinsurance
(including direct access rights) in the current ALTA form, with companies and
in such amount as the buyer shall reasonably require, all as set forth in a pro
forma policy of title insurance to be delivered to and approved by the Buyer at
least three (3) business days before the Closing Date. The costs of a CLTA
policy shall be paid for by Seller. Buyer shall pay any additional costs for
an ALTA policy and the costs of any endorsements desired by the Buyer.
6.3 Deposits and Deliveries by Seller. The Seller shall deposit
or cause to be deposited into escrow with the Title Company, or deliver
directly to the Buyer outside of escrow, on or before the Closing Date, the
following documents duly executed and acknowledged as required:
(a) The Grant, Bargain and Sale Deed.
(b) A Xxxx of Sale in the form attached hereto as Exhibit
F transferring the Personal Property to the Buyer (the
"Xxxx of Sale").
(c) An Assignment of Leases in the form attached hereto
as Exhibit G transferring to the Buyer all of the
Seller's interest as landlord under the Tenant
Occupancy Leases (the "Assignment of Leases").
(d) An Assignment of Intangible Property and Contract
Obligations in the form attached hereto as Exhibit H
transferring all of the Intangible Property and
Contract Obligations to the Buyer (the "Assignment of
Intangible Property").
(e) A letter to each of the tenants under the Tenant
Occupancy Leases in form attached hereto as Exhibit I
(the "Notice To Tenants").
(f) An Affidavit of Non-Foreign Status in form attached
hereto as Exhibit J (the "Non-Foreign Affidavit).
(g) The Seller's written escrow instructions to close
escrow in accordance with the terms of this Agreement.
(h) Such other documents, resolutions, consents and
affidavits necessary or advisable to effect the valid
consummation of the transaction evidenced by this
Agreement.
6.4 Prorations. Rents and other income, current taxes, utilities,
and service expenses shall be prorated between the Seller and the Buyer as of
the Closing Date. All bonds, assessments, encumbrances and other charges
against the Sale Property levied and due and
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payable or accrued on or before the Closing Date shall be paid in full by the
Seller. Rent shall be prorated on the basis of actual days in a month on the
basis of the final Rent Roll, based on rent actually paid to the Seller. Other
income and expenses shall be prorated on the basis of the actual number of days
in a month. All rents and other sums received by the Buyer on or after the
Closing Date shall be applied first to rent and other obligations accrued or
due on or after the Closing Date, then to the Buyer's costs of collection, if
any, including attorneys' fees, and any excess paid by tenant for rent or other
obligations owed prior to the Closing Date shall be paid to the Seller,
provided that the Buyer shall have no obligation to collect delinquent rents
for the Seller's account. At closing, the Buyer shall be allowed a credit
against the Purchase Price for all rent and other credits and concessions due
to tenants of the Sale Property allocable to the period before the Closing
Date. All the deposits made by tenants of the Sale Property as security for
rent, cleaning, pets or any other purpose (identified as refundable) and
prepaid rents and all interest accrued or due on such sums (whether under
applicable law or by agreement) shall be allowed as a credit against the
Purchase Price. All items subject to proration pertaining to the period prior
to the Closing Date shall be credited to the Seller, and all such prorations
pertaining to the period on or following the Closing Date shall be credited to
the Buyer. No later than one (1) business day prior to the Closing Date, the
Seller and the Buyer shall mutually agree upon, and provide to the title
company providing the policy hereunder, a schedule of prorations to be made as
of the Closing Date as complete and accurate as reasonably possible. All
prorations which can be liquidated accurately or reasonably estimated as of the
Closing Date shall be made in escrow on the Closing Date. All other expenses
relating to the Sale Property, or its operation, through the end of the
calendar month in which the Closing Date shall occur shall be paid by the
Seller subject to adjustment as provided below. All other prorations, and
adjustments to initial estimated prorations or other non-prorated expenses,
shall be made by the Buyer and the Seller with due diligence and cooperation
within 30 days following the Closing Date, or such later time as may be
required to obtain necessary information for proration or adjustment, by cash
payment to the party yielding a net credit from such prorations or adjustments
from the other party. Such cash payment shall be made within ten (10) business
days of demand for payment by the party entitled to receive such payment and,
if not timely paid, such amount due shall bear interest at ten percent (10%)
per annum from the date due until the date of actual payment.
6.5 Closing Costs. The Seller shall pay the cost of all transfer,
sales and conveyance taxes imposed by any governmental authority upon this
transaction, title insurance premiums for the title insurance (to the extent so
provided in Paragraph 6.2 above), one-half (1/2) of the recording fees,
one-half (1/2) of escrow fees and the Seller's legal fees and costs incurred in
connection with the contemplated transaction. In addition, the Seller shall be
solely responsible for the cost (including payment of prepayment fees or other
charges) to pay off in full and have canceled and discharged of record, all
liens, encumbrances and other instruments of record other than the approved
Conditions of Title. The Buyer shall pay one-half (1/2) of the recording fees
and Buyer's legal fees and costs incurred in connection with the contemplated
transaction.
6.6 Possession. Right to possession of the Sale Property shall
transfer to the Buyer on the Closing Date, subject to the rights of the tenants
under the approved Tenant Occupancy Leases. The Seller shall transfer and
deliver to the Buyer on the Closing Date the originals of all approved Tenant
Occupancy Leases, all approved written Contract Obligations, all instruments
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and documents evidencing or relating to the Intangible Property and all other
documents transferred to the Buyer by this Agreement which have not yet been
delivered to the Buyer.
6.7 Cooperation. Without further consideration, the Seller shall
execute, acknowledge and deliver to the Buyer on or after the Closing Date any
and all other instruments or documents, and do and perform any other acts which
may be required or which the Buyer may reasonably request in order to fully
assign, transfer and/or convey to the Buyer, and vest in the Buyer, the Sale
Property, and each and every part and component thereof.
7. BUYER'S AND SELLER'S WARRANTIES.
7.1 Buyer's Representations and Warranties. Buyer hereby
represents and warrants to Seller, which representations and warranties shall
be true and correct as of the Closing and shall survive the Closing:
7.1.1 Buyer is a limited partnership duly organized,
validly existing and in good standing under the laws of the State of Nevada.
7.1.2 There are no actions, suits or proceedings pending or
threatened against Buyer in any court or before any administrative agency which
would prevent Buyer from completing the transactions provided for herein.
7.1.3 No consent, approval or authorization of any
governmental authority or private third party is required in connection with
the execution, delivery and performance of this Agreement by Buyer.
7.2 Seller's Representations and Warranties. Seller represents
and warrants to Buyer, that the following representations and warranties shall
be true and correct as of the Closing and shall survive the Closing:
7.2.1 To the best of Seller's knowledge, without inquiry,
Seller will convey to the Buyer, good, marketable, and insurable fee simple
absolute title to the Sale Property, free and clear of all liens, claims,
covenants, conditions, restrictions, rights of way, easements, options,
licenses, judgments and encumbrances of any kind, except as shown in the Policy
of Title Insurance.
7.2.2 To the best of Seller's knowledge, without inquiry,
the Sale Property, including its present use and operation, is in compliance
with and authorized by all applicable laws and legal restrictions, including,
without limitation, all applicable building codes (but not provisions of the
Fair Housing Act of 1968 and the Americans With Disabilities Act of 1990, and
all amendments thereto, as shown by documents entitled Xxxxxxx v. Oasis
Residential, Inc. (Reef/Lighthouse Cove), H.U.D. Case No. 09-96-1001-8 filed
October 3, 1995), and the Seller has performed all conditions to, and paid all
fees or other sums due with respect to, any and all
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permits, licenses or other approvals relating to the Sale Property. No zoning
or land use variance, conditional use permit or other special permission has
been obtained or is required to be maintained for the present, intended and
continued use and operation of the Sale Property as a residential apartment
complex. The Sale Property is not located within any conservation or historic
district or any zone recognized as having special earthquake or flood hazards.
The Sale Property is not subject to any rent control or similar program
regulating rents or other tenant rights (including, without limitation, any
requirement to provide below market rate rentals to low or moderate income
tenants) and to the best of the Seller's knowledge, no such program or change
to any existing program is contemplated or proposed.
7.2.3 To the best of Seller's knowledge, without inquiry,
(i) there is not present, nor was there present at any time in the past, upon,
in or at the Sale Property any asbestos or polychlorinated biphenyls, or any
structures, fixtures, equipment or other objects or materials containing
asbestos or polychlorinated biphenyls, (ii) there is not present or suspected
to be present, nor was there present or suspected to be present at any time in
the past, upon, in, at, or about the Sale Property, or the soil or groundwater
thereof, and "Hazardous Substances" (as defined below), (iii) no portion of the
Sale Property is presently, nor was at any time in the past, used, operated or
occupied for the generation, manufacture, treatment, storage, transportation,
discharge or disposal (whether intentional or accidental) of any Hazardous
Substances and (iv) there has been no adverse development with respect to the
items listed above in this Paragraph 7.2.3 since the date of the Phase One
Environmental Report that the Seller has previously delivered to the Buyer.
"Hazardous Substances" shall mean and include any chemical, compound, material,
mixture, waste or substance that is now or hereafter defined or listed in, or
otherwise classified pursuant to, any applicable environmental laws as a
"hazardous substance," "hazardous material," "hazardous waste," "extremely
hazardous waste," "infectious waste," "toxic substance," "toxic pollutant" or
any other formulation intended to define, list, or classify substances by
reason of deleterious properties such as ignitability, corrosivity, reactivity,
carcinogenicity, or toxicity including any petroleum, natural gas, natural gas
liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixture of
natural gas and such synthetic gas). "Hazardous Substances" shall include,
without limitation, any hazardous or toxic substance, material or waste or any
chemical, compound or mixture which is (i) asbestos, (ii) designated as a
"hazardous substance" pursuant to Section 1317 of the Federal Water Pollution
Control Act (33 U.S.C. Section 1251 et seq.), (iii) defined as a "hazardous
waste" pursuant to Section 6903 of the Federal Resource Conservation and
Recovery Act, 42 U.S.C. Section 6901 et seq., (iv) defined as "hazardous
substance" pursuant to Section 9601 of the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq.),or
(v) listed in the United States Department of Transportation Table (49 CFR
172.101) or by the Environmental Protection Agency as hazardous substances (40
CFR part 302); or in any and all amendments thereto in effect as of the Closing
Date; or such chemicals, compounds, mixtures, substances, materials or wastes
otherwise regulated under any applicable local, state or federal environmental
laws.
7.2.4 There is no existing or, to the best of Seller's
knowledge, without inquiry, threatened, proposed or contemplated, litigation,
action, administrative proceeding (other than by H.U.D. as shown in Case No.
09-96-1001-8 filed October 3, 1995) or assessment (including without
limitation, eminent domain proceedings, public improvement assessments,
development
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or special benefit assessments and property tax increases) which in any way
relates to, arises out of or which would or may in any way affect the Sale
Property or the Seller's ability to perform its obligations under this
Agreement or any documents executed by the Seller pursuant to this Agreement.
7.2.5 Except as expressly set forth in Schedule 7.2.5
(attached hereto), there have been no insurance claims, incident reports,
suits, actions or proceedings filed by, on behalf of, or against the Seller
within the preceding three (3) year period, whether or not still pending,
settled or otherwise completed, which in any way arises or arose out of,
relates or related to or affects or affected the Sale Property or the Seller's
ownership, management or operation thereof.
7.2.6 To the best of Seller's knowledge, without inquiry,
the Sale Property was constructed, in accordance with the "Plans and
Specifications" (as defined below), other than modifications which are not
material, and the recommendations contained in any soils report or seismic
study prepared in connection with construction of the Improvements. All
development obligations with respect to or arising out of the development
and/or construction of the Property (including, without limitation,
construction of any required off-site improvements, dedications and payment of
in-lieu or other development fees or exactions) have been fully satisfied and
discharged. "Plans and Specifications" shall mean the final plans and
specifications for construction of the Improvements, as listed in Exhibit C to
this Agreement.
7.2.7 To the best of Seller's knowledge, without inquiry,
the Sale Property is in good operating condition and repair and no defects or
deficiencies exist in the Improvements or their structural components, the
building systems and other mechanical systems (including, without limitation,
the heating, ventilation, air conditioning, electrical, plumbing, utility,
sprinkler, and elevator systems, the roofing system and any parking or loading
areas) or in the Personal Property, except for specific individual defects
disclosed on Schedule 7.2.7 (attached hereto).
7.2.8 To the best of Seller's knowledge, without inquiry,
the Sale Property is connected to and serviced by water, solid waste and sewage
disposal, telephone, gas and electricity facilities and all other utilities and
services which are necessary or customary for the use, operation and occupancy
of the Sale Property all of which are in good operating condition and are
adequate for the present and intended use and operation of the Sale Property at
full occupancy and which comply with all applicable laws and legal
restrictions. The Sale Property was constructed in compliance with the
requirements of the municipality regulatory flood control requirements and the
civil engineering plans submitted and approved by the regulatory agencies.
7.2.9 There is no personal property, including, without
limitation, furniture, appliances, equipment, fixtures or supplies owned by the
Seller and/or utilized by the Seller on a substantially exclusive basis in
connection with the use, operation or occupancy of the Sale Property, except as
set forth on the Personal Property Inventory.
7.2.10 Seller has delivered to the Buyer true and complete
copies of all Tenant Occupancy Leases all of which are listed accurately in the
"Rent Roll" (as defined below).
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Except as specifically set forth in the Rent Roll or the documents listed
therein (i) there are no oral or written leases, work letter agreements,
improvements agreements, or other rental, use or occupancy agreements affecting
the Sale Property in force, (ii) no person has any right of possession, use or
occupancy of the Sale Property or any part of it, (iii) no unsatisfied rent or
other concessions have been granted any tenant, (iv) no rent has been paid in
advance by any tenant, (v) no tenant has any claims against the Seller for any
improvement or relocation credit or payment, or for any security deposits or
other deposits nor for interest on any security deposits or other amounts
except as listed on the Rent Roll, (vi) no tenant has any defense or offset to
rent or other charges accruing after the Closing Date, (vii) all of the Tenant
Occupancy Leases have been executed, are in full force and effect and full rent
is accruing thereunder, (viii) no default or breach exists and no event has
occurred which, with the giving of notice, the passage of time, or both, would
constitute a default on the part of the Seller or any tenant under the Tenant
Occupancy Leases, except as shown in financial information attached hereto as
Schedule 5.1 or on the Rent Rolls, (ix) the Seller has not received any notice
nor has any reason to believe that any tenant intends to terminate, breach or
fail to renew its lease, or is or may become unable to perform its obligations
under any Tenant Occupancy Lease, or that any guarantors under its Tenant
Occupancy Lease have become subject to any bankruptcy proceeding or have been
released or discharged, voluntarily, involuntarily, or by operation of law,
from any obligation with respect to or relating to any Tenant Occupancy Lease,
and (xi) no brokerage or leasing commission or other similar payment or fee is
due or unpaid or partially paid or may become due in the future with respect to
any Tenant Occupancy Lease.
7.2.11 "Rent Roll" shall means a listing of all leases of
any portion of the Sale Property in the form attached as Exhibit K which shall
be furnished to the Buyer as of Closing.
7.2.12 The Seller has delivered to the Buyer true and
complete copies of all existing "Contract Obligations" (as defined below), all
of which are listed accurately in the "List of Contract Obligations" (as
defined below). No default or breach exists under any such Contract
Obligations, nor has any event occurred which, but for the giving of notice or
passage of time, or both, would constitute a default by any party thereto.
"Contract Obligations" shall mean those contracts, agreements, commitments,
employment agreements, service contracts, utility contracts, construction
contracts, maintenance agreements, leasing and brokerage agreements and all
other contract agreements and obligations, whether or not in writing, which
relate to the ownership, operation, management, maintenance, use or occupancy
of the Sale Property, which will or may continue in effect, or which may or
could be beneficial to continue in effect on or after the Closing Date, all of
which are listed on Exhibit L to this Agreement ("List of Contract
Obligations").
7.2.13 To the best of Seller's knowledge, without inquiry,
neither Seller's execution of this Agreement nor performance by the Seller of
any of its obligations hereunder including, without limitation, the transfer,
assignment and sale of the Sale Property contemplated by this Agreement (i)
violates or shall violate any written or oral contract, agreement or instrument
to which the Seller is a party or is bound or which affects the Sale Property
or any part of it, or (ii) shall constitute or result in violation or breach by
the Seller of any judgment, orders, writ, injunction of any applicable laws and
legal restrictions; and no approval, consent,
12
order, authorization, designation, filing (other than recording), registration,
notification of, by or with any judicial or governmental authority is required
in conjunction with the Seller's execution of this Agreement and performance of
its obligations hereunder.
7.2.14 The Seller is not a "foreign person" as defined in
Internal Revenue Code Section 1445, and any related regulations.
7.2.15 There is no union contract or collective bargaining
agreement affecting the Sale Property or the employees of the Seller or its
property manager.
7.2.16 The Seller has not obligated itself in any manner
to sell the Sale Property to any party other than the Buyer; the Seller has not
granted any (nor do any otherwise exist), option to purchase the Sale Property
to any other party other than the Buyer; and the Seller has not granted any
(nor do any otherwise exist) right of first refusal in connection with the Sale
Property to any party.
7.2.17 The transaction contemplated by this Agreement will
not violate or result in any breach of any other obligation or restriction of
the Seller to any other party.
7.2.18 The Seller has full power and authority to enter
into this Agreement in accordance with its terms and the corporate officers
executing this Agreement on behalf of the Seller are authorized to do so and,
upon such officers executing this Agreement, it shall be binding and
enforceable upon the Seller in accordance with its terms.
7.2.19 Without expanding or altering any of the
representations or warranties within this Agreement, none of the
representations or warranties in this Agreement, nor any descriptive
information concerning the Sale Property set forth in this Agreement, nor any
documents, statement, certificate, schedule or other information furnished or
to be furnished by or on behalf of the Seller to the Buyer in connection with
this Agreement (including, without limitation, operating and financial
statements, copies of which are attached hereto as Schedule 5.1) contains, or
will as of the Closing Date contain, any untrue statement of a material fact or
omits, or will as of the Closing date omit, to state a material fact necessary
to make the statements of fact contained therein not misleading.
8. COVENANTS AND AGREEMENTS.
The Seller hereby specifically covenants and agrees as follows:
8.1 The Seller shall timely deliver and provide to the Buyer all of
the documents and things required to be provided by or on behalf of the Seller
to the Buyer as provided in Article 4 above; and the Seller shall use its best
efforts to fulfill prior to the Closing Date, and to assist the Buyer in
fulfilling, on a timely basis with all due diligence, each of the conditions
precedent set forth in Article 4 above and all other conditions to this
Agreement.
13
8.2 The Buyer shall have the right to enter onto and inspect and test
the Sale Property, and to inspect and have complete access to all leases,
maintenance records and structural information from the date of this Agreement
to the Closing Date, provided that the Buyer shall timely pay for all such
inspections and tests, discharge all liens which may arise therefrom and repair
or restore any and all damage or injury to the Sale Property resulting from
such inspections and tests and indemnify and hold Seller harmless from any and
all claims by any third party resulting from Buyer's or its agents' acts.
8.3 From the date of this Agreement to the Closing Date, the Seller
shall manage, maintain, insure, lease, operate, and service the Sale Property,
or cause the Sale Property to be managed, maintained, insured, leased, operated
and serviced in the ordinary course, consistent with past practices.
8.4 The Seller shall promptly notify the Buyer in writing of any
event or circumstance which adversely affects the Seller's ability to perform
its obligations under this Agreement in a timely manner, or the likelihood of
timely satisfaction of the conditions precedent set forth above, or the truth
of any representation or warranty contained herein.
9. BREACHES OF THE SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS.
9.1 Within ten (10) days after notification in writing by the Buyer
to the Seller of any breach of the representations, warranties, covenants and
agreements set forth in this Agreement other than as may be specifically set
forth, (or, if the cure or remedy thereof requires more than ten (10) days,
within a reasonable time after such notification but in all events within
thirty (30) days after such notification, provided that steps to effect the
cure or remedy have been commenced within ten (10) days and are pursued with
all due diligence), the Seller, shall undertake to cure or remedy any breach of
such representations, warranties, covenants and agreements; provided, however,
in no event shall such cure period extend the scheduled Closing Date specified
below. If, after notice of any such breach, the Seller fails promptly and in a
timely manner to cure or remedy or attempt to cure or remedy the breach the
Buyer may proceed to cure or attempt to cure or remedy the breach.
9.2 Seller's Indemnity. The Seller agrees to indemnify, protect and
defend the Buyer against and hold the Buyer (and its general partner, officers,
employees, agents and affiliates) harmless from any and all claims, demands,
liabilities, losses, damages, costs and expenses, including, without
limitation, all reasonable attorneys' fees, asserted against, incurred or
suffered by Buyer resulting from (i) any liability or obligation of the Seller
which the buyer is not required to assume under this Agreement or accruing
prior to such assumption, (ii) any personal injury or property damage occurring
in, on or about the Sale Property or relating thereto on or before the Closing
Date, from any cause whatsoever, or (iii) To the extent of the actual
knowledge of Seller's officers, the untruth, inaccuracy or breach of any of the
representations, warranties, covenants and agreements made by the Seller
pursuant to this Agreement. The Seller's obligations under this Paragraph 9.1
shall survive close of escrow or termination of this
14
Agreement. Neither the foregoing nor any other provision of this agreement
shall limit the rights and remedies available to the Buyer at law or in equity,
whether by statute or otherwise, and all such right and remedies shall be
cumulative and non-exclusive.
9.3 Buyer's Indemnity. The Buyer agrees to indemnify, protect and
defend the Seller against and hold the Seller harmless from any claims, losses,
damages, costs or expenses, including, without limitation, any reasonable
attorneys' fees, asserted against, incurred or suffered by the Seller resulting
from any breach of this Agreement by the Buyer, its agents, servants or
employees, occurring prior to the Closing Date.
10. REMEDIES.
10.1 Termination; Waiver. At any time during the Contingency
Period in Paragraph 4, Buyer shall be entitled to termination of this
Agreement, for any reason, and to receive the Xxxxxxx Money Deposit and all
interest earned thereon. If Buyer does not terminate this Agreement prior to
the expiration of the Contingency Period, except as provided above in the case
of a termination of the Agreement by the Buyer as a result of a breach of or
default of this Agreement by the Seller, the Buyer's right of termination
without cause respecting the contingency shall lapse and any unsatisfied
contingency to closing (excluding contingencies for which Seller has given
written assurance of removal) shall be deemed waived, except to the extent such
unsatisfied contingency is attributable to a breach of or default of this
Agreement by the Seller.
10.2 Remedies. The Seller does hereby agree that, if the Buyer
does not consummate this Agreement in the time set forth herein for any reason
other than the satisfaction of the Buyer's contingencies within the time
provided for in Paragraphs 4 and 5, that the Seller's only remedy shall be
right to the Xxxxxxx Money Deposit. That said Xxxxxxx Money Deposit shall be
liquidated damages in full satisfaction of any and all damages which the Seller
may suffer. Buyer does hereby agree that if Seller fails to transfer the
property at close of escrow, Buyer's only remedy shall be the return of its
Xxxxxxx Money Deposit. Each party specifically waives its rights to any other
damages or right to specific performance.
10.3 Costs and Fees. If either party brings an action, after
termination of this Agreement as herein provided, to obtain an adjudication
regarding such termination and the parties' rights hereunder, or to foreclose
the right, title and interest of Buyer in the Sale Property, the prevailing
party shall be entitled to ordinary costs of suit, the expense of searching
title to the Sale Property, and reasonable attorneys' fees, to be entered in
any final judgment in such action.
10.4 Waiver, Extension. No waiver of any breach of any agreement
or provision herein contained shall be deemed a waiver of any preceding or
succeeding breach thereof or of any other agreement or provision herein
contained. No extension of time for performance of any obligations or acts
shall be deemed an extension of the time for performance of any other
obligations or acts.
15
11. BROKER'S COMMISSIONS.
The parties hereby acknowledge that Stuart Mixer Commercial is a
Broker to the Seller and that the Seller will pay the brokerage fees to Stuart
Mixer Commercial, and the Seller agrees that it shall indemnify and hold the
Buyer harmless with respect to any claims for brokerage commission or finder's
fee made by any other person or entity claiming through the Seller. The Buyer
agrees that it shall indemnify and hold the Seller harmless with respect to any
claims for brokerage commission or finder's fee made by any other person or
entity claiming through the Buyer.
12. NOTICES.
All notices, demands, requests, consents, approvals or other
communications (for the purposes of this Paragraph 12, collectively called
"Notices"), required or permitted to be given hereunder or which are given with
respect to this Agreement shall be in writing and shall be delivered by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
To Seller: OASIS RESIDENTIAL, INC.
0000 Xxxx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx,
President
With a simultaneous
copy to: Xxxxxxx X. Xxxxxxx, Esq.
0000 Xxxx Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxx 00000
To Buyer: XXXXXXX INVESTMENTS
000 Xxxxx Xxxxxxx Xxxxxxxxx
Xxx Xxxxx, XX 00000
With a simultaneous
copy to: Xxxxxxx X. Xxxxxx, Esq.
Xxxxxx & Xxxxxxxx, LLP
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
or to such other address as such party shall have specified most recently by
like Notice. Notice mailed as provided herein shall be deemed given on the
actual receipt or the date so mailed.
16
13. GENERAL.
13.1 Time of Essence. Time is of the essence in respect of each
and every particular in this Agreement.
13.2 Entire Agreement. This Agreement contains the entire
agreement among the parties and supersedes and replaces all prior agreements
and understandings with respect to the subject matter hereof. No
representations are made or relied on by any party other than those expressly
set forth herein. No agent, employee or other representative of any party is
empowered to alter any of the terms hereof, unless done in writing and signed
by an authorized representative of the respective parties hereto. The
paragraph headings appearing herein are for the convenience of the parties and
are not to be used to construe or modify the terms of this Agreement in any
fashion.
13.3 Multiple Counterparts. This Agreement may be simultaneously
executed in several counterparts, each of which when so executed shall be
deemed to be an original and such counterparts together shall constitute one
and the same instrument, which shall be sufficiently evidenced by any such
original counterpart.
13.4 Nevada Law. This Agreement shall be governed by, interpreted
under, and construed and enforced in accordance with the laws of the State of
Nevada applicable to agreements made and to be performed wholly within the
State of Nevada.
13.5 Further Assurances. Seller and Buyer each agree to do such
further acts and things and to execute and deliver such additional agreements
and instruments as the other may reasonably require to consummate, evidence or
confirm the sale contemplated hereby.
13.6 Tax Deferred Exchange. In the event the Seller wishes to enter
into a tax deferred exchange for the Sale Property, or if the Buyer wishes to
enter into a tax deferred exchange with respect to property owned or previously
owned by it in connection with this transaction, each of the parties agrees to
cooperate with the other party in connection with such exchange, including the
execution of such documents as may be reasonably necessary to effectuate the
same. Provided that: (a) The other party shall not be obligated to delay the
closing, (b) All additional costs in connection with the exchange should be
borne by the party requesting the exchange, and (c) The other party shall not
be obligated to execute any note, contract, deed, or other document providing
for any personal liability which would survive the exchange, nor shall the
other party be obligated to take title to any property other than the property
described in this agreement. The other party shall be indemnified and held
harmless against any liability which arises or is claimed to have arisen on
account of the acquisition of the exchange property.
IN WITNESS WHEREOF, the parties have hereunto executed this Purchase
Agreement the day and year first above written.
OASIS RESIDENTIAL, INC., a XXXXXXX INVESTMENTS, a Nevada
Nevada Corporation Limited Partnership
By: its Sole General Partner:
XXXX, INC., a Nevada corporation
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
----------------------------- -------------------------------
Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxxx, Xx.,
Chairman of the Board Chief Executive officer
By: /s/ Xxx X. Xxxxxxx
-------------------------------
Xxx Xxxxxxx
President
17
EXHIBIT "A"
LEGAL DESCRIPTION
A PORTION OF THE SOUTHWEST QUARTER (SW1/4) OF THE SOUTHEAST QUARTER (SE1/4) OF
THE NORTHWEST QUARTER (NW1/4) OF SECTION 23, TOWNSHIP 20 SOUTH, RANGE 60 EAST,
M.D.M., CITY OF LAS VEGAS, XXXXX COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER (NW1/4) OF SAID
SECTION 23; THENCE ALONG THE SOUTHERLY LINE THEREOF, SAID LINE ALSO BEING THE
CENTERLINE OF LAKE XXXX BOULEVARD (100.00 FEET WIDE), NORTH 89#13'45" WEST
849.73 FEET TO A POINT ON SAID SOUTHERLY LINE; THENCE DEPARTING SAID SOUTHERLY
LINE, NORTH 00#15'47" EAST, 50.00 FEET TO THE POINT OF BEGINNING, SAID POINT
ALSO BEING A POINT ON THE NORTHERLY RIGHT OF WAY LINE OF SAID LIKE XXXX
BOULEVARD; THENCE ALONG SAID RIGHT-OF-WAY LINE OF SAID LAKE XXXX BOULEVARD;
THENCE ALONG SAID RIGHT-OF-WAY LINE, NORTH 89#13'45" WEST, 455.17 FEET TO A
POINT OF CURVATURE; THENCE DEPARTING SAID RIGHT-OF-WAY LINE NORTHWESTERLY,
ALONG THE ARC OF A CURVE TO THE RIGHT, CONCAVE NORTHEASTERLY, HAVING A RADIUS
OF 25.00 FEET, THROUGH A CENTRAL ANGLE OF 89#23'53", AN ARC DISTANCE OF 39.01
FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY LINE OF XXXXX XXXXXXX DRIVE (60.00
FEET WIDE); THENCE ALONG SAID EASTERLY RIGHT-OF-WAY LINE, NORTH 00#10'08" EAST,
260.53 FEET TO A POINT ON SAID RIGHT-OF-WAY LINE, THENCE DEPARTING SAID
RIGHT-OF-WAY LINE, SOUTH 89#11'58" EAST, 480.38 FEET; THENCE SOUTH 00#15'47"
WEST, 285.02 FEET TO A POINT OF BEGINNING.
ALSO DESCRIBED AS:
ALL UNITS IN ALL BUILDINGS OF LIGHTHOUSE COVE CONDOMINIUMS, AS SHOWN BY MAP
THEREOF ON FILE IN BOOK 55 OF PLATS, PAGE 93 AND RECORDED MARCH 9, 1993 AS
DOCUMENT NO. 00903 IN BOOK 930309, OFFICIAL RECORDS, XXXXX COUNTY, NEVADA.
TOGETHER WITH AN UNDIVIDED 60/60THS INTEREST IN AND TO THAT REAL PROPERTY
DESIGNATED "COMMON ELEMENT" ON SAID MAP.
ALSO TOGETHER WITH EXCLUSIVE EASEMENTS FOR USE OF THAT REAL PROPERTY DESIGNATED
"LIMITED COMMON ELEMENT" AND DESIGNATED AS APPURTENANT TO EACH UNIT ON SAID
MAP.
18
PERSONAL PROPERTY LIST
Office
------
7 chairs
1 sofa
1 desk Shop
----
1 small refrigerator
1 telephone 1 key kit
1 key machine
Fitness Center 1 ladder
--------------
2 shovels
1 leg press 1 rake
1 torso/leg machine Miscellaneous small repair parts
1 vertical ab board
1 military bench press Apartment Units
---------------
1 curl/bank machine
1 Lifestep 60 dishwashers
1 Lifecycle 60 gas ranges
1 slant board 60 refrigerators
1 sit-up machine 60 microwave ovens
1 StarTrac treadmill 60 washing machines
60 dryers
Pool
----
7 lounge chairs
4 chairs
1 table
1 lifering
1 life extension pole
1 50' vacuum head
1 16' extension poles
2 ComfortZone pool/spa heaters
EXHIBIT B
Page 18
19
OASIS REEF (LIGHTHOUSE COVE)
LIST OF ARCHITECTURAL PLANS
S1.1 - Site Plan
S1.2 - Landscaping Plan-Block Wall Elevation
S1.3 - Trash Enclosure
A1.1 - Foundation Plan - 2 Br. 8-Plex Bldg.
A1.2 - Foundation Plan - 2 Br. 12-Plex Bldg.
A1.3 - Foundation Plan - 3 Br. 16-Plex Bldg.
A1.4 - Foundation Details
A2.1 - Flr. & Roof Framing Plans - 2 Br. 8-Plex
A2.2 - Floor Framing Plan - 2 Br. 12-Plex Bldg.
A2.3 - Roof Framing Plan - 2 Br. 12-Plex Bldg.
A2.4 - Floor Framing Plan - 3 Br. 16-Plex Bldg.
A2.5 - Roof Framing Plan - 3 Br. 16-Plex Bldg.
A2.6 - Shear Wall Diagrams
A2.7 - Shear Wall Details
A2.8 - Miscellaneous Details
A2.9 - Miscellaneous Details
A3.1 - Structural General Notes
A4.1 - Overall 1st & 2nd Flr. Plans - 2 Br. 8-Plex
A4.2 - Overall 1st Floor Plan - 2 Br. 12-Plex Xxxx.
X0.0 - Xxxxxxx 0xx Xxxxx Xxxx - 0 Xx. 12-Plex Xxxx.
X0.0 - Xxxxxxx 0xx Xxxxx Xxxx - 0 Xx. 16-Plex Xxxx.
X0.0 - Xxxxxxx 0xx Xxxxx Xxxx - 0 Xx. 16-Plex Xxxx.
X0.0 - 0 Xx. Xxxx Xxxxx Xxxx
X0.0 - 0 Xx. Unit Floor Plan
A6.1 - Exterior Elevations - 2 Br. 8-Plex Bldg.
A6.2 - Exterior Elevations - 2 Br. 12-Plex Bldg.
A6.3 - Exterior Elevations - 3 Br. 16-Plex Bldg.
EXHIBIT C
Page 19
20
OASIS REEF (LIGHTHOUSE COVE)
LIST OF ARCHITECTURAL PLANS
A7.1 - Building Cross Sections - 2 Br. 8-Plex
A7.2 - Building Cross Sections - 2 Br. 12-Plex
A7.3 - Building Cross Sections - 3 Br. 16-Plex
A7.4 - Wall Sections
A7.5 - Stair Plan, Section & Details
A7.6 - Fireplace Plan, Section & Details
A8.1 - Roof Plan - 2 Br. 8-Plex Bldg.
A8.2 - Roof Plan - 2 Xx. 00 Xxxx Xxxx.
X0.0 - Xxxx Xxxx - 0 Xx. 16-Plex Bldg.
A9.1 - Room Finish Schedule
A9.2 - Door & Window Schedules & Handicap Unit Plan
A9.3 - General Notes
A10.1 - Foundation Plan & Details - Rec. Bldg.
A10.2 - Roof Framing Plan - Rec. Xxxx.
X00.0 - Xxxxx Xxxx & Xxxxxxx - Xxx. Xxxx.
A10.4 - Interior & Exterior Elevations - Rec. Bldg.
A10.5 - Building Cross Section - Shear Wall
Diagram & Details - Rec. Bldg.
A10.6 - Reflected Ceiling Plan & Details
A10.7 - Roof Plan & Details - Rec. Bldg.
A10.8 - Door, Window & Room Finish Schedules
A10.9 - Electrical Plan - Rec. Bldg.
E1.1 - Overall Elec. 1 & 2 Flr. Plans - 2 Br. 8-Plex
E1.2 - Overall Elec. 1 Floor Plan - 2 Br. 12-Plex
E1.3 - Overall Elec. 2 Floor Plan - 2 Br. 12-Plex
E1.4 - Overall Elec. 1 Floor Plan - 3 Br. 16-Plex
E1.5 - Overall Elec. 2 Floor Plan - 3 Br. 16-Plex
E2.1 - Xxxxxxxxxx Xxxxx Xxxx - 0 Xx. Xxxx
X0.0 - Electrical Floor Plan - 3 Br. Unit
EXHIBIT C
Page 20
21
LEASES
Leases as listed on Rent Roll Reports dated August 20, 1996,
September 20, 1996, October 20, 1996, and November 20, 1996, attached hereto.
With regard to Paragraph 7.2.10(iii) of the Purchase
Agreement, please be advised as follows:
The following persons are granted a rent concession of $50.00
per month during the term of their lease as a leasing promotion:
Apartment No. Name
------------- ----
102 Al Rodriguis
107 Xxxxxxx Xxxxxxx
116 Xxxxxxx Xxxxx
124 Xxxxxxx XxXxxxxxx
214 Xxxxxx Xxxxxx
217 Xxxxx Kelvinger
225 Xxxxxxx Xxxxxxxx
The following persons are granted rent concessions as
employees or family members of employees of Oasis Residential, Inc.:
Apartment No. Name Amount Relationship
------------- ---- ------ ------------
118 Xxxxxx Xxxxxxx $163.00 Employee
128 Xxxxx Xxxxxxxxx $155.00 Employee
212 Xxxxxxx Xxxxxx $169.00 Employee
221 Xxxx Xxxxx $140.00 Employee
EXHIBIT D
Page 21
22
With regard to Paragraph 7.2.10(iv), the following tenants
have prepaid rent in the amounts indicated:
Apartment No. Name Amount
------------- ---- ------
102 Xx Xxxxxxxxx $95.00
111 Xxxxxx Xxxx $ 4.00
114 Xxxx Xxxxxxx $25.00
124 Xxxxxxx XxXxxxxxx $15.00
225 Xxxxxxxx Xxxxxxxx $ 6.00
With regard to Paragraph 7.2.10(ix), the following tenants
will vacate the units indicated for the reasons indicated:
Apartment No. Name Date Reason
------------- ---- ---- ------
114 Xxxx Xxxxxxx 11/30/96 Moving out of state
118 Xxxxxx Xxxxxxx 12/08/96 Moving to Oasis Vintage
229 Xxxxxx Xxxxx 11/12/96 Moving to another unit
EXHIBIT D
Page 22
23
GRANT BARGAIN, SALE DEED
THIS INDENTURE WITNESSETH: That: __________________________________________
____________________________________________________________________________
in consideration of $ the receipt of which is hereby
acknowledged, do hereby Grant, Bargain, Sell and Convey to
________________________________________________________________________ all
that real property situate in the _____________________ County
of______________, State of Nevada, bounded and described as follows:
SUBJECT TO: 1. taxes for the fiscal year
2. Rights of way, reservations,
restrictions, easements and
conditions of record.
Together with all and singular the tenements, hereditaments and appurtenances
thereunto belonging or in anywise appertaining.
Witness _____ hand this _____ day of _____________, 19___ .
STATE OF NEVADA )
)ss:
COUNTY OF XXXXX )
On this _____ day of_____ ,19__ , personally appeared before me, a Notary
Public in and for said County and State, , known to me to be the person(s)
described in and who executed the foregoing instrument who acknowledged to me
that executed the same freely and voluntarily and for the purposes therein
mentioned.
______________________________________________
NOTARY PUBLIC in and for said County and State
EXHIBIT "E"
Page 23
24
XXXX OF SALE
This Xxxx of Sale is made as of _____________, 1996, by OASIS
RESIDENTIAL, INC., a Nevada Corporation ("Transferor").
FOR VALUABLE CONSIDERATION, as set forth in that certain
Purchase Agreement dated ____________, 1996, (the "Agreement"), Transferor
hereby sells, transfers, assigns and delivers to XXXXXXX INVESTMENTS, a Nevada
Limited Partnership, any and all personal property (the "Personal Property")
located within or used in connection with that certain improved real property
commonly known as 0000 Xxxx Xxxx Xxxx Xxxxxxxxx, Xxx Xxxxx, XX 00000 (the "Real
property"), as more particularly described on Schedule 1 attached hereto. The
Personal Property shall include, without limitation, the items described in the
Personal Property Inventory attached hereto as Schedule 2.
1. Transferor hereby assigns all warranties,
guarantees and indemnities, whether those warranties are express or implied,
and all similar rights which Transferor may have against any other manufacturer
or supplier of the Personal Property or any portion thereof or against any
seller, engineering, contractor or builder, in respect of the Personal
Property.
2. Transferor warrants that each item of the
Personal Property is in good condition, order and repair and suitable for its
intended purpose on the date of this Xxxx of Sale and that Transferor has good
and marketable title to the Personal Property, free and clear of all liens,
charges or other encumbrances.
3. Transferor at any time at or after date of
this Xxxx of Sale shall, at its own expense, execute, acknowledge and deliver
any further deeds, assignments, conveyances and other assurances, documents and
instruments of transfer reasonably requested by Transferee, and shall take any
other action consistent with the terms of this Xxxx of Sale that may reasonably
be requested by Transferee for the purpose of granting and confirming to
Transferee, or reducing to Transferee's possession, any and all of the Personal
Property. If requested by Transferee, Transferor further agrees to prosecute
or otherwise enforce in its own name for the benefit of Transferee any claims,
rights or benefits included in the Personal Property that require prosecution
or enforcement in Transferor's name. Transferor also hereby appoints
Transferee as its agent to act in Transferor's name and on Transferor's behalf
to take any action necessary to effect the transfer of any of the Personal
Property to Transferee, or prosecute or otherwise enforce any claims, rights or
benefits included in the Personal property in Transferor's name, including
bringing suit in Transferor's name.
EXHIBIT F
Page 24
25
4. This Xxxx of Sale shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, successors and assigns.
Dated as of the date and year first above written.
TRANSFEROR:
OASIS RESIDENTIAL, INC., a Nevada corporation
By
----------------------------------
Title:
----------------------------------
EXHIBIT F
Page 25
26
SCHEDULE 1 TO XXXX OF SALE
See Exhibit A attached hereto - Legal description of Property.
EXHIBIT F
Page 26
27
SCHEDULE 2 TO XXXX OF SALE
PERSONAL PROPERTY LIST
Office
------
7 chairs
1 sofa
1 desk
1 small refrigerator
1 telephone
Fitness Center
--------------
1 leg press
1 torso/leg machine
1 vertical ab board
1 military bench press
1 curl/bank machine
1 Lifestep
1 Lifecycle
1 slant board
1 sit-up machine
1 StarTrac treadmill
Pool
----
7 lounge chairs
4 chairs
1 table
1 lifering
1 life extension pole
1 50' vacuum head
1 16' extension poles
2 ComfortZone pool/spa heaters
EXHIBIT F
Page 27
28
Shop
1 key kit
1 key machine
1 ladder
2 shovels
1 rake
Miscellaneous small repair parts
Apartment Units
60 dishwashers
60 gas ranges
60 refrigerators
60 microwave ovens
60 washing machines
60 dryers
EXHIBIT F
Page 28
29
ASSIGNMENT OF LEASES
This Assignment (the "Assignment") is made as
of December ___, 1996, by OASIS RESIDENTIAL, INC., a Nevada corporation
("Assignor").
FOR VALUABLE CONSIDERATION, as set forth in
that certain Purchase Agreement dated December __, 1996, (the "Agreement"),
Assignor hereby assigns and transfers to XXXXXXX INVESTMENTS, a Nevada Limited
Partnership ("Assignee"), the following:
A. All leases for occupancy (collectively, the
"Leases") of the real property commonly known as 0000 Xxxx Xxxx Xxxx Xxxxxxxxx,
Xxx Xxxxx, XX 00000 and more particularly described on Schedule 1 attached
hereto (the "Real Property"). The Leases are more particularly described in
Schedule 2 attached hereto. This Assignment includes, without limitation, all
rents and monies to become due under the Leases on and after the date of this
Assignment;
B. All equipment leases, service and/or
maintenance agreements and contracts relating to the Real Property
(collectively, the "Contracts"), as more particularly described in Schedule 3
attached hereto;
C. All permits, licenses, consents,
registrations and other similar approvals applicable to the Real Property
(collectively, the "Approvals"), which Approvals are more particularly
described in Schedule 4 attached hereto;
D. All plans and specifications for: (1) the
Real Property; (2) any and all improvements used in connection with the
operation or occupancy of the Real Property or located upon the Real Property
(the "Improvements"); and (3) any and all personal property owned by Assignor
located within or used in connection with the operation of the Real Property
and Improvements (the "Personal Property), (collectively, the "Plans"); and
E. All warranties of which Assignor is the
beneficiary (the "Warranties") with respect to the Improvements or Personal
Property, including, without limitation, the warranties more particularly
described on Schedule 5 attached hereto.
This Assignment shall not supersede the
Agreement and, in the event of conflict between this Assignment and the
Agreement, the Agreement shall control.
EXHIBIT G
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This Assignment shall be binding upon and
inure to the benefit of Assignor and Assignee and their respective heirs,
executors, administrators, successors and assigns.
IN WITNESS WHEREOF, Assignor has executed
this Assignment as of the date first above written.
Assignor:
OASIS RESIDENTIAL, INC.,
a Nevada Corporation
By
-----------------------------
Title:
-----------------------------
ASSUMPTION
Assignee does hereby assume all of the
obligations, liabilities and duties under and pursuant to those items set forth
in paragraphs B & C above.
Assignee:
XXXXXXX INVESTMENTS, a Nevada
Limited Partnership
By:
-------------------------------
Title:
-------------------------------
EXHIBIT G
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SCHEDULE 1 TO EXHIBIT G
See Exhibit A attached hereto, Property Description.
EXHIBIT G
Page 31
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SCHEDULE 2 TO EXHIBIT G
Description of Tenant Leases.
Those leases, copies of which are attached hereto.
EXHIBIT G
Page 32
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SCHEDULE 3 TO EXHIBIT G
See Exhibit L to Purchase Agreement, Contract Obligations.
EXHIBIT G
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SCHEDULE 4 TO EXHIBIT G
Licenses and permits, copies of which are attached hereto,
described as follows:
1. Certificate of Occupancy dated July 8, 1992;
2. City of Las Vegas, Nevada, Business License
No. AO7-01186-1-052063;
3. Xxxxx County Health District, Las Vegas,
Nevada, Health Permit for swimming pool -
Permit No. 12876-HGW-01;
4. Xxxxx County Health District, Las Vegas,
Nevada, Health Permit for spa - Permit No.
128676-HGW-02.
EXHIBIT G
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SCHEDULE 5 TO EXHIBIT G
Manufacturer's Warranty: York Air-conditioning Units
EXHIBIT G
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ASSIGNMENT OF INTANGIBLE PROPERTY AND CONTRACT OBLIGATIONS
This Assignment (the "Assignment") is made as
of December __, 1996, by OASIS RESIDENTIAL, INC., a Nevada corporation
("Assignor").
FOR VALUABLE CONSIDERATION, as set forth in
that certain Purchase Agreement dated December __, 1996, (the "Agreement"),
Assignor hereby assigns and transfers to XXXXXXX INVESTMENTS, a Nevada Limited
Partnership ("Assignee"), all Intangible Property and Contract Obligations used
in the operation, ownership and occupancy of the real property described on
Exhibit A attached hereto other than the use of the name Oasis Reef Apartments
or the use of Oasis or Reef with any other name, but including the name
Lighthouse Cove; excluding all copyrights, trademarks, tradenames or service
marks used by Seller in the operation of the land, improvements, ownership or
occupancy, but including the plans and specifications for use on the land only
in connection with the present structures, the engineering, soils, pest control
and other studies or reports relating to the Land, the Improvements and/or the
Personal Property, all telephone exchange numbers identified with the Land or
Improvements, all awards or payments to be made for or with respect to any
taking in condemnation or eminent domain (including awards or payments for
damage resulting from change of grade or impairments of access) of any part of
the Land, the Improvements and/or the Personal Property on or after the date
hereof, all rents, issues and profits therefrom and to the extent, if any,
approved in writing by the Buyer pursuant to the terms of this Agreement, all
consents, licenses, franchises, permits, purchase or construction warranties or
guarantees and other rights owned by the Seller relating to the operation,
ownership or occupancy of the Land, the Improvements and/or the Personal
Property.
This Assignment shall not supersede the
Agreement and, in the event of conflict between this Assignment and the
Agreement, the Agreement shall control.
This Assignment shall be binding upon and
inure to the benefit of Assignor and Assignee and their respective heirs,
executors, administrators, successors and assigns.
EXHIBIT H
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IN WITNESS WHEREOF, Assignor has executed this Assignment as
of the date first above written.
Assignor:
OASIS RESIDENTIAL, INC.,
a Nevada Corporation
By
---------------------------
Title:
---------------------------
ASSUMPTION
Assignee does hereby assume all of the obligations,
liabilities and duties under and pursuant to those items set forth above.
Assignee:
XXXXXXX INVESTMENTS, a Nevada
Limited Partnership
By:
-----------------------------
Title:
-----------------------------
EXHIBIT H
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LETTER TO TENANTS
December 18, 1996
Dear Resident:
We are pleased to announce that as of the
date mentioned above, Oasis Residential, Inc. is no longer the owner of your
apartment community. We further advise you that Oasis Residential, Inc. has
transferred to the new owners all of your security deposit, under an pursuant
to your lease agreement, which has also been assigned to the new owners.
Xxxxx Management company, 0000 Xxxxx Xxx
Xxxxx, Xxx Xxxxx, Xxxxxx 00000, 646-5797 has been chosen by new owners as the
Managing Agent for Oasis Reef Apartment Homes.
You are hereby directed until otherwise
notified by the new owners to make all future rental and other payments
required under your lease to Carmel Cove. You may continue addressing rental
payments, service requests and all questions to the leasing office during
normal business hours.
We understand that many of you have questions
and concerns regarding this transition. Xxxxx Management company will be
contacting you in the near future to answer any questions or help with any
needs you might have. In the meantime, please feel free to call the leasing
office and talk with the manager if you have any questions.
Very truly yours,
Oasis Residential, Inc.
EXHIBIT H
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AFFIDAVIT OF NON-FOREIGN STATUS
To inform XXXXXXX INVESTMENTS, a Nevada Limited Partnership,
("Transferee"), that withholding of tax under Section 1445 of the Internal
Revenue Code of 1986, as amended, will not be required upon transfer of certain
real property to Transferee by OASIS RESIDENTIAL, INC., a Nevada corporation,
("Transferror"), the undersigned hereby certifies the following on behalf of
Transferror:
1. Transferror is not a foreign person, foreign
corporation, foreign partnership, foreign trust, or foreign estate (as those
terms are defined in the Internal Revenue Code and the Income Tax Regulations
promulgated thereunder);
2. Transferror's U.S. employer identification
number is as follows: 00-0000000;
3. Transferror's office address is: 0000 Xxxx
Xxxxxx Xxxx, Xxxxxxxxx, XX 00000.
Transferror understands that this Certification may be
disclosed to the Internal Revenue Service by Transferee and that any false
statement contained herein could be punished by fine, imprisonment, or both.
Transferror understands that Transferee is relying on this
Certification in determining whether withholding is required upon said
transfer.
Transferror hereby agrees to indemnify, protect, defend and
hold Transferee harmless from and against any and all obligations, liabilities,
claims, losses, actions, causes of action, rights, demands, damages, costs and
expenses of every kind, nature or character whatsoever (including, without
limitation, attorneys' and paralegals' fees and costs and court costs) incurred
by Transferee as a result of: (i) Transferror's failure to pay U.S. Federal
income tax which the Transferror is required to pay under applicable United
States law arising in connection with the subject transaction; or (ii) any
false or misleading statement contained herein.
EXHIBIT J
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Under penalty of perjury, I declare that I have examined this
Certification and to the best of my knowledge and belief, it is true, correct
and complete, and I further declare that
I have authority to sign this document on behalf of Transferror.
Dated this _____ day of December, 1996.
OASIS RESIDENTIAL, INC.,
a Nevada corporation,
By
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
EXHIBIT J
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RENT ROLLS
See Rent Rolls dated August 20, 1996, September 20, 1996,
October 20, 1996, and November 20, 1996, attached hereto as Schedule 1.
EXHIBIT K
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CONTRACT OBLIGATIONS
1. Network Multi-Family Security Corporation
00000 Xxxxxx, #000
Xxxxxx, XX 00000
Alarm Services Agreement entered into on
October 7, 1991 for a period of ten and one-half
(10 1/2) years.
Attached hereto as Schedule 1
2. Protection One (Successor to Contracts of
A-Able Lock & Alarm, Inc.) 0000 Xxxx
Xxxxxxxxxx Xxx Xxxxx, XX 00000
731-0005
Alarm Services Agreement for Office
Monitoring and quarterly inspection
($50.00 per month)
Agreement entered into on June 29, 1992 for
five year period, and automatically renews
yearly unless terminated in writing at least
30 days prior to the anniversary date.
Attached hereto as Schedule 2
3. Cerberus Pyrotronics (successor to Xxxxx
Industrial Electronics) 000 Xxxxx Xxxx, Xxxxx
X Xxx Xxxxx, XX 00000
453-5900
Fire Alarms for individual apartments
Agreement entered into May 21, 1992,
automatically renews on anniversary date.
Attached hereto as Schedule 3
EXHIBIT L
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