PURCHASE AND SALE AGREEMENT
EXHIBIT 10.07
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed as of February 7, 2006 (the “Execution Date”), by and between AMLI at Castle Creek, L.P., a Delaware limited partnership, and AMLI Residential Properties L.P., a Delaware limited partnership (together, “Seller”), and NTS Realty Holdings Limited Partnership, a Delaware limited partnership (“Buyer”).
W I T N E S S E T H:
In consideration of the mutual covenants and agreements set forth herein Seller and Buyer agree as follows:
ARTICLE 1 - DEFINITIONS
As used herein, the following terms shall have the following meanings:
“business day” shall mean any day other than Saturday, Sunday, any Federal holiday, or any holiday in the State of Indiana. If any period expires on a day which is not a business day or any event or condition is required by the terms of this Agreement to occur or be fulfilled on a day which is not a business day, such period shall expire on or be extended to, as the case may be, the next succeeding business day.
“Buyer’s Reports” shall mean the results of any examinations, inspections, investigations, tests, studies, analyses, appraisals, evaluations and/or investigations prepared by or for or otherwise obtained by any Buyer’s Representatives in connection with Buyer’s Due Diligence.
“Buyer’s Representatives” shall mean Buyer and any officers, directors, employees, agents, representatives and attorneys of Buyer.
“Closing” shall mean the closing of the Transaction.
“Closing Date” shall mean March 23, 2006.
“Closing Documents” shall mean all documents and instruments executed and delivered by Buyer or Seller pursuant to the terms of this Agreement in connection with the Closing, including (without limitation) the documents and instruments required pursuant to the terms of Article 7.
“Confidential Materials” shall mean any records or files (whether in a printed or electronic format) that consist of or contain any of the following: attorney or accountant work product; attorney-client privileged documents; internal correspondence of Seller, any direct or indirect owner of any beneficial interest in each respective Seller, or any of their respective affiliates and correspondence between or among such parties; or other information in the possession or control of Seller, each Seller’s respective property manager or any direct or indirect owner of any beneficial interest in each respective Seller which such party deems proprietary or confidential.
“Contracts” shall mean those service, supply, maintenance, and utility agreements, equipment leases, and other contracts and agreements relating to the Real
Property and the Personal Property that are identified in Exhibit B attached hereto and incorporated herein by this reference, together with any additional contracts and agreements entered into in accordance with the terms of Section 10.2 hereof, as the same may be modified or terminated in accordance with the terms of Section 10.2.
“Deposit” shall mean the sum(s) to be deposited by Buyer in accordance with the terms of Section 3.1 hereof.
“Documents” shall mean the documents and instruments applicable to the Property or any portion thereof that any of the Seller Parties deliver or make available to any Buyer’s Representatives prior to Closing or which are otherwise obtained by any Buyer’s Representatives prior to Closing, including (without limitation) the Title Commitment, the Survey, the Title Documents, the Property Documents, the Financial Data and any Rent Roll.
“Due Diligence” shall mean examinations, inspections, investigations, tests, studies, analyses, appraisals, evaluations and/or investigations with respect to the Property, including (without limitation) examination and review of title matters, applicable land use and zoning Laws and other Laws applicable to the Property, the physical condition of the Property, and the economic status of the Property.
“Due Diligence Period” shall mean the period commencing on the Letter Date and expiring at 5:00 p.m. EST on February 25, 2006.
“Financial Data” shall mean unaudited income statements relating to the operation of the Property for calendar years 2003, 2004 and 2005 and year to date 2006.
“Intangible Property” shall mean, collectively, Seller’s interest in and to all of the following, if and only to the extent the same may be assigned or quitclaimed by Seller: (i) the Contracts, to the extent that the same are in effect as of the Closing Date, (ii) any licenses, permits and other written authorizations necessary for the use, operation or ownership of the Real Property, (iii) any guaranties and warranties in effect with respect to any portion of the Real Property or the Personal Property as of the Closing Date, and (iv) the right to use the name Castle Creek and Lake Clearwater in connection with the Real Property, but specifically excluding any trademarks, logos, trade colors, service marks, and trade names of Seller, including all derivations of the name “AMLI”.
“Laws” shall mean all municipal, county, state or federal statutes, codes, ordinances, laws, rules or regulations applicable to the Property.
“Leases” shall mean all leases of all or any part of the Real Property in effect on the Closing Date and identified in the Assignment of Leases (as that term is defined in Section 7.3 hereof).
“Letter Date” shall mean January 26, 2006, the date on which the letter of intent with regard to this Transaction was executed by Seller and Buyer.
“Liabilities” shall mean any and all claims, demands, liabilities, damages, obligations, fines, penalties, costs and expenses, including (without limitation) reasonable attorneys’fees and disbursements.
“Major Damage/Condemnation” shall mean:
(a) any condemnation or eminent domain proceeding that occurs after the Execution Date, if and only if the portion of the Real Property that is the subject of such proceedings has a value in excess of Five Hundred Thousand Dollars ($500,000.00) for the Real Property known as AMLI at Castle Creek or Five Hundred Thousand Dollars ($500,000.00) for the Real Property known as AMLI at Lake Clearwater, as reasonably determined by Buyer; and
(b) any damage or destruction that occurs after the Execution Date, if and only if either (i) the damage or destruction is an uninsured casualty, unless Seller, in its sole and absolute discretion, elects to give Buyer a credit at Closing for the cost of repair or restoration, which cost shall be agreed to (if at all) within the ten (10) business day period within which Buyer may terminate this Agreement pursuant to Section 12.1, or (ii) the portion of the Real Property or Personal Property that is damaged or destroyed has a cost of repair that is in excess of Five Hundred Thousand Dollars ($500,000.00) for the Real Property known as AMLI at Castle Creek or Five Hundred Thousand Dollars ($500,000.00) for the Real Property known as AMLI at Lake Clearwater, as reasonably determined by Buyer.
“Owner’s Title Policy” shall mean an ALTA owner’s title insurance policy in the amount of the Purchase Price.
“Permitted Exceptions” shall mean and include all of the following: (a) applicable zoning, building and land use laws, ordinances, rules and regulations, (b) the lien of non-delinquent taxes and assessments, (c) any matters caused by any Buyer’s Representative, (d) the rights of the tenants under the Leases, (e) all matters enumerated in Schedule B of the Title Commitment and all matters shown on the Survey other than those matters specified in Section 4.2 which Seller is obligated to satisfy at Closing and those Title Objections which Seller has elected in writing to Remove as provided in Section 4.2, and (f) any easement, restriction, covenant, agreement, or other matter affecting title to the Property executed by Seller after the date hereof with the approval (or deemed approval) of Buyer as provided in Section 4.2.
“Personal Property” shall mean, collectively, (a) the machinery, equipment and other tangible personal property owned by Seller that is located on the Real Property and described in Exhibit C attached hereto and made a part hereof, and (b) all records and files of Seller relating to the operation and maintenance of the Real Property or to the Leases, but specifically excluding from the items described in clause (b) any Confidential Materials, all invoices, cancelled checks and bank statements relating to any period prior to the Closing Date, tax records of Seller and any computer software that is licensed to Seller.
“Property” shall mean, collectively, the Real Property, the Personal Property, Seller’s interest as landlord in all Leases, and the Intangible Property.
“Property Documents” shall mean, collectively, the Leases and the Contracts.
“Purchase Price” shall mean the sum of Fifty Million and One Dollars ($50,000,001.00), which Purchase Price shall be reasonably allocated between that part of the Property comprising the assets associated with AMLI at Castle Creek and that part of the Property comprising the assets associated with AMLI at Lake Clearwater by written agreement of the parties prior to Closing.
“Real Property” shall mean those certain parcels of real estate commonly known, respectively, as AMLI at Castle Creek and AMLI at Lake Clearwater, and legally described in Exhibit A attached hereto and incorporated herein by this reference, together with all buildings, improvements and fixtures located thereon and all right, title and interest, if any, that Seller may have in and to all rights, privileges and appurtenances pertaining thereto including all of Seller’s right, title and interest, if any, in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto; provided, however, that in the event of any condemnation that occurs after the date hereof, the term “Real Property” shall not include any of the foregoing that is taken as a result of any such condemnation proceeding.
“Remove” with respect to any Title Objection shall mean that Seller shall release, correct or satisfy or cause the Title Company to affirmatively insure over (as applicable) such Title Objection at or prior to Closing.
“Rent Roll” shall mean the rent roll with respect to the Real Property identifying (a) each tenant of the Real Property, (b) such tenant’s respective leased premises, (b) the termination date of such tenant’s Lease, (c) the tenant’s rent obligation, (e) the unapplied portion of such tenant’s security or other deposit, (f) the date to which rent is collected and (g) whether such tenant is in default under its Lease. The Rent Roll shall be certified as being true and correct to Seller’s knowledge.
“Seller Parties” shall mean and include, collectively, (a) Seller, (b) its attorneys, (c) Seller’s Broker, (d) each Seller’s respective property manager, (e) any direct or indirect owner of any beneficial interest in each respective Seller, and (f) the respective officers, directors, employees, or agents of each respective Seller, each Seller’s respective property manager or any direct or indirect owner of any beneficial interest in each respective Seller.
“Seller’s Broker” shall mean Tikijian Associates.
“Seller’s knowledge” or words of similar import shall refer only to the current actual (as opposed to implied or constructive) knowledge of (a) Xxxx Xxxxxxx, the Senior Vice President/Acquisitions, (b) Xxxxxxxxx Xxxx, the Regional Vice President, (c) Xxxxxxx Xxxxx, the Regional Manager, and (d) the respective on-site property managers of AMLI at Castle Creek and AMLI at Lake Clearwater, as to each such respective property only (the “Knowledge Parties”) and shall not be construed to refer to the knowledge of any other Seller Party or to impose or have imposed upon any Knowledge Party any duty to investigate the matters to which such knowledge, or the absence thereof, pertains. There shall be no personal liability on the part of any Knowledge Party arising out of any of the Seller’s Warranties.
“Seller’s Warranties” shall mean Seller’s representations and warranties set forth in Section 9.2 and as remade by Seller as of the Closing Date, as such representations and warranties may be modified or waived or deemed waived by Buyer pursuant to the terms of this Agreement.
“Survey” shall mean (a) for AMLI at Castle Creek, the ALTA/ACSM Land Title survey prepared by American Consulting, Inc., as Job No. 2005.1115, dated December 28, 2005 and certified by Xxxxxx X. Xxxxxxxxx, Registered Land Surveyor #29900000, and (b) as to AMLI at Lake Clearwater, the ALTA/ACSM Land Title survey prepared by American Consulting, Inc., as Job No. 2005.1116, dated December 28, 2005, and certified by Xxxxx X.
Xxxx, Professional Land Surveyor #20500012, copies of which have been delivered to Buyer by Seller.
“Title Commitment” shall mean (a) for AMLI at Castle Creek, the commitment to issue an owner’s policy of title insurance dated October 14, 2005, issued by the Title Company as Commitment No. NCS-205292-CHI 1, and (b) as to AMLI at Lake Clearwater, the commitment to issue an owner’s policy of title insurance dated October 28, 2005, issued by the Title Company as Commitment No. NCS-205301-CHI 1, copies of which have been delivered to Buyer by Seller.
“Title Company” shall mean First American Title Insurance Company.
“Title Documents” shall mean all documents referred to in Schedule B of the Title Commitment as exceptions to coverage.
“Title Objections” shall mean any exceptions to coverage enumerated in Schedule B of the Title Commitment and any matters shown on the Survey to which Buyer timely objects in accordance with the terms of Section 4.2.
“Transaction”shall mean the transaction contemplated by this Agreement.
ARTICLE 2 - SALE OF PROPERTY
Seller agrees to sell, transfer and assign, and Buyer agrees to purchase, accept and assume, subject to the terms and conditions set forth in this Agreement and the Closing Documents, all of Seller’s right, title and interest in and to the Property.
ARTICLE 3 - PURCHASE PRICE
In consideration of the sale of the Property to Buyer, Buyer shall pay to Seller the Purchase Price as follows:
make the Additional Deposit shall expressly survive any later termination of this Agreement by Seller for Buyer’s default.
ARTICLE 4 - TITLE TO REAL PROPERTY
Notwithstanding the foregoing, Seller shall be obligated to satisfy (or in the case of mechanics’liens, insure over at Seller’s cost) at Closing all (a) mortgages and security interests encumbering the Property, (b) mechanics’ liens or notices thereof relating to work performed at the request of any Seller Parties, and (c) liens for delinquent real estate taxes and assessments, and Buyer shall not be obligated to identify the same as a Title Objection.
If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections which Seller elected in writing to Remove as provided above and any other matters which Seller is obligated to satisfy under this Section 4.2. Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed ninety (90) days) for the purpose of the Removal of any Title Objections which Seller has elected in writing to Remove or other matters which Seller is obligated to satisfy under this Section 4.2.
From and after the Letter Date, Seller shall not execute any easement, restriction, covenant, agreement or other matter affecting title to the Property other than Leases entered into by Seller in the ordinary course of business and except for the deeds contemplated by Section 15.17, unless Buyer has received a copy thereof and has approved the same in
writing. If Buyer fails to object in writing to any such proposed instrument within five (5) business days after receipt of the aforementioned notice, Buyer shall be deemed to have approved the proposed instrument. Buyer’s consent shall not be unreasonably withheld, conditioned or delayed with respect to any such instrument.
ARTICLE 5 - BUYER’S DUE DILIGENCE/AS IS SALE
5.1 Buyer’s Due Diligence. Seller has heretofore provided Buyer with (a) a Rent Roll with respect to those Leases in effect as of the last day of the calendar month preceding the Letter Date, and (b) the Financial Data. In addition, during the Due Diligence Period (a) Seller will make or cause to be made available to Buyer for copying, at Buyer’s sole cost and expense, the Leases and Contracts and any other on-site property files of Seller and Seller’s property manager (other than Confidential Materials) and (b) will allow Buyer’s Representatives and Buyer’s consultants and contractors (collectively, the “Entering Parties”) access to the Real Property upon reasonable prior notice at reasonable times for the purpose of conducting physical tests and inspections of the Real Property, provided (i) such access does not interfere with the operation of the Real Property or the rights of tenants; (ii) Buyer shall coordinate with Seller and Seller’s property manager prior to each entry on the Real Property by any Entering Parties; (iii) the Entering Parties shall not contact any tenant; (iv) after the expiration of the Due Diligence Period, Buyer’s Representatives shall not be permitted to perform any further testing or other physical evaluation of the Real Property; and (v) Seller or its designated representative shall have the right to be present during any physical testing of the Real Property and the right to review the scope of the work for any invasive physical tests prior to the performance of such tests by Buyer or its contractors or consultants. Buyer shall address or cause its contractors or consultants to address all reasonable concerns expressed by Seller with respect to such work scope or the manner of the performance of such tests. Buyer shall deliver copies of all Buyer’s Reports to Seller promptly following receipt thereof by Buyer. Upon the completion of any tests or inspections, Buyer shall immediately return the Real Property to the condition existing prior to such tests and inspections. Prior to such time as any Entering Parties enter the Real Property, Buyer shall (i) obtain and cause each of its consultants or contractors to obtain a policy of commercial general liability insurance with limits of not less than $1,000,000 combined single limit for personal injury and property damage, which policy of insurance shall name Seller and Seller’s property managers as additional insureds and shall be issued by an insurance company reasonably acceptable to Seller, and (ii) provide Seller with a certificate of insurance evidencing such insurance policy, which certificate shall provide for ten
(10) days prior written notice to Seller of cancellation or material change in such insurance policy.
All such tests and inspections of the Real Property shall be at Buyer’s sole expense and shall be in accordance with applicable Laws. Buyer shall cause each of Buyer’s Representatives to be aware of the terms of this Agreement as it relates to the conduct of Buyer’s Due Diligence and the obligations of such parties hereunder.
Buyer, for itself and on behalf of all other Entering Parties, hereby waives and releases Seller and each of the Seller Parties from all claims resulting directly or indirectly from the entrance upon or inspection of the Real Property by any Entering Parties, including claims caused by or alleged to be caused by the negligence of any Seller Parties (other than the sole negligence or willful misconduct of any Seller Parties). This waiver and release shall survive the termination of this Agreement or the Closing (as applicable).
5.2 As Is Sale. Buyer acknowledges and agrees as follows: (a) during the Due Diligence Period, Buyer shall conduct such Due Diligence as Buyer shall deem necessary or appropriate; (b) except for Seller’s Warranties, the Property shall be sold, and Buyer shall accept possession of the Property on the Closing Date, “AS IS, WHERE IS, WITH ALL FAULTS,” and Buyer for itself and to the extent permitted by law for its successors and assigns hereby waives, releases and discharges Seller from any Liabilities caused by, arising out of or related to the condition of the Property and covenants not to xxx Seller for any Liabilities caused by, arising out of, or related to the condition of the Property; (c) except for Seller’s Warranties, none of the Seller Parties have or shall be deemed to have made any verbal or written representations, warranties, promises or guarantees (whether express, implied, statutory or otherwise) to Buyer with respect to the Property, any matter set forth, contained or addressed in the Documents (including, but not limited to, the accuracy and completeness thereof) or the results of Buyer’s Due Diligence; and (d) Buyer shall independently confirm to its satisfaction all information that it considers material to its purchase of the Property or the Transaction. The terms of this Section 5.2 shall survive the Closing.
5.3 Termination of Agreement During Due Diligence Period. If Buyer, in its sole and absolute discretion, is not satisfied with the results of its Due Diligence during the Due Diligence Period, Buyer may terminate this Agreement by written notice to Seller given at any time prior to the expiration of the Due Diligence Period, in which event, the Title Company shall (i) pay Twenty-five Thousand Dollars ($25,000.00) of the Deposit to Seller and (ii) refund the balance of the Deposit to Buyer and thereafter Seller and Buyer shall not have any liability hereunder except for obligations which by the express terms of this Agreement survive the termination of this Agreement. In the event Buyer fails to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer shall be deemed to have waived its rights to terminate this Agreement in accordance with this Article 5. Buyer and Seller each acknowledge and agree that Buyer shall have no additional period after the expiration of the Due Diligence Period to conduct further Due Diligence.
ARTICLE 6 - ADJUSTMENTS AND PRORATIONS
The following adjustments and prorations shall be made at Closing:
Closing Date. Buyer shall be entitled to such rents attributable to any period on and after the Closing Date. Rents not collected as of the Closing Date shall not be prorated at the time of Closing.
After Closing, Buyer shall make a good faith effort to collect on Seller’s behalf any rents for any period prior to the Closing Date and not collected as of the Closing Date and to tender the same to Seller upon receipt; provided, however, that all rents collected by Buyer on or after the Closing Date shall first be applied to all amounts due Buyer under the applicable Lease at the time of collection (i.e., current rents and any rents owed to Buyer for any period prior to Buyer’s receipt of payment from the tenant) with the balance (if any) payable to Seller, but only to the extent of amounts actually due Seller. Buyer shall not have an exclusive right to collect the rents due Seller and any other amounts due Seller under the Leases, and Seller hereby retains its rights to pursue claims against any tenant under the Leases or other party for sums due with respect to any period prior to the Closing Date; provided, however, that with respect to any legal proceedings against any tenant under a Lease, Seller (a) shall be required to notify Buyer in writing of its intention to commence or pursue such legal proceedings; (b) shall only be permitted to commence or pursue any legal proceedings after the date which is sixty (60) days after Closing; and (c) shall not be permitted to commence or pursue any legal proceedings seeking eviction of such tenant or the termination of any Lease. The terms of this Section 6.1 shall survive the Closing.
Buyer shall pay (a) all charges of the Title Company for endorsements requested by Buyer (other than a 3.1 zoning endorsement), (b) one-half of the fee of the Title Company for closing this Transaction, (c) all costs of Buyer’s Due Diligence, (d) all costs and expenses related to any financing to be obtained by Buyer (including any cost of a mortgagee title policy) and (e) all recording and filing fees for recording/filing the deed and other documents transferring the Property to Buyer.
The obligations of the parties under this Section 6.7 shall survive the termination of this Agreement or the Closing (as applicable).
ARTICLE 7 - CLOSING
Buyer and Seller hereby agree that the Transaction shall be consummated as follows:
(a) Deed. A deed in the form of Exhibit D attached hereto and incorporated herein by this reference (“Deed”) executed and acknowledged by such Seller.
(b) Xxxx of Sale. A xxxx of sale in the form of Exhibit E attached hereto and incorporated herein by this reference (“Xxxx of Sale”) executed by such Seller.
(g) Non-Foreign Person Affidavit. A non-foreign person affidavit in the form of Exhibit I attached hereto and incorporated herein by this reference, executed and acknowledged by such Seller.
(k) Declaration. The declaration required by Ind. Code 36-2-7.5-5(a) executed by the preparer of the Deed.
(m) Closing Statement. Seller’s closing statement executed by Seller.
(b) Assignment of Leases. The Assignment of Leases executed by Buyer.
(d) Notice to Tenants. The Notice to Tenants executed by Buyer.
(e) Disclosure Form. The Disclosure Form executed by Buyer.
authority of the signatory to this Agreement and the Closing Documents required to be executed by Buyer to execute the same on behalf of Buyer.
(h) Closing Statement. Buyer’s closing statement executed by Buyer.
ARTICLE 8 - SELLER’S CONDITION TO CLOSING
Seller’s obligation to close the Transaction is conditioned upon Seller obtaining all internal approvals of the Transaction within five (5) business days after the Execution Date. In the event this condition shall not be satisfied, Seller may terminate this Agreement by written notice to Buyer given within three (3) business days after the expiration of said five (5) business day period, in which event (a) the Title Company shall refund the Deposit to Buyer and (b) thereafter Seller and Buyer shall not have any liability hereunder except obligations which by the express terms of this Agreement survive the termination of this Agreement. The Closing Date shall be extended, if necessary, to provide for the eight (8) business day period (in the aggregate) provided for in this Article 8.
ARTICLE 9 - REPRESENTATIONS AND WARRANTIES
(a) Buyer’s Authorization. Buyer (i) is duly organized, validly existing and in good standing under the Laws of its respective state of organization and, to the extent required by Law, the State of Indiana, (ii) is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under the Closing Documents to be executed by Buyer, and (iii) has all necessary power to execute and deliver this Agreement and all Closing Documents to be executed by Buyer and to perform Buyer’s obligations hereunder and thereunder. This Agreement and Closing Documents to be executed by Buyer have been duly authorized by all requisite partnership, corporate, limited liability company or other required action on the part of Buyer and its general partners or managing members (as applicable) and are the valid and legally binding obligation of Buyer, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and the Closing Documents to be executed by Buyer, nor the performance of the obligations of Buyer hereunder or thereunder will result in the violation of any Law or any provision of the organizational documents of Buyer or its general partners or managing member (as applicable) or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Buyer or its general partners or managing members (as applicable) are bound.
(b) Buyer’s Financial Condition. No petition has been filed by or against Buyer under the Federal Bankruptcy Code or any similar state or federal Law.
Buyer’s representations and warranties in this Section 9.1 shall survive the Closing.
The foregoing representations and warranties of Buyer shall be remade by Buyer as of the Closing Date.
(a) Seller’s Authorization. Seller (i) is duly organized, validly existing and in good standing under the Laws of its respective state of organization and, to the extent required by Law, the State of Indiana, (ii) subject to obtaining the approvals described in Article 8, is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under the Closing Documents to be executed by Seller, and (iii) subject to obtaining the approvals described in Article 8, has all necessary power to execute and deliver this Agreement and the Closing Documents to be executed by Seller, and to perform Seller’s obligations hereunder and thereunder. Subject to obtaining the approvals described in Article 8, this Agreement and the Closing Documents to be executed by Seller have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller and its general partner or managing member (as applicable) and is the valid and legally binding obligation of Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and the Closing Documents to be executed by Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any Law or any provision of the organizational documents of Seller or its general partner or managing member (as applicable) and is or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller or its general partner or managing member (as applicable) are bound.
(b) Seller’s Knowledge Representations. To Seller’s knowledge:
(i) Except as listed in Exhibit K attached hereto, Seller has not received any written notice of any current or pending litigation against Seller which would, in the reasonable judgment of Seller, if determined adversely to Seller, materially adversely affect the Property.
(ii) Seller has not entered into any contracts or agreements affecting the Property which will be binding upon Buyer after the Closing other than (i) the Contracts listed in Exhibit B attached hereto, (ii) the Leases, and (iii) liens, encumbrances, easements, restrictions, covenants, agreements and other matters of record.
(iii) Except for violations cured or remedied on or before the date hereof and except as listed in Exhibit K attached hereto, Seller has not received any written notice from any governmental authority of any violation of any zoning Law applicable to the Property.
(iv) Except as a result of loan instruments securing a loan that will be paid in full by Seller at or prior to Closing and except as set forth in Exhibit K attached hereto, the Personal Property to be transferred to Buyer is free and clear of liens, security interests and other encumbrances arising by, through or under Seller.
(v) Seller has not received any notice of any current or pending assessment for public improvements with respect to the Real Property which would be due and payable, in whole or in part, after the Closing Date.
(a) No Representation as to Leases. Seller does not represent or warrant that any particular Lease will be in force or effect on the Closing Date or that the tenants will have performed their obligations thereunder.
(i) If any of Seller’s representations or warranties set forth in Section 9.2 were untrue, inaccurate or incorrect in any material respect as of the Execution Date, then Buyer may elect either (A) to waive such misrepresentations and consummate the Transaction without any reduction of or credit against the Purchase Price and without any liability of Seller hereunder for such inaccurate, untrue or incorrect representation or warranty, or (B) to terminate this Agreement by written notice given to Seller on or before the Closing Date, in which event, (x) the Title Company shall refund the Deposit to Buyer and (y) thereafter Seller and Buyer shall not have any further liabilities hereunder except for obligations which by the express terms of this Agreement survive the termination of this Agreement.
(ii) If any of Seller’s representations and warranties set forth in Section 9.2 were untrue, inaccurate or incorrect on the Execution Date but were not untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price and without any liability of Seller hereunder for such inaccurate, untrue or incorrect representation or warranty.
The untruth, inaccuracy or incorrectness of Seller’s representations and warranties under Section 9.2 shall be deemed material for purposes of this Agreement only if
Buyer’s damages resulting from such untruth, inaccuracy or incorrectness are reasonably estimated to exceed Two Hundred Thousand Dollars ($200,000.00) in the aggregate.
Notwithstanding the foregoing, if such inaccurate, untrue or incorrect representation or warranty was made by Seller for the purpose of concealing the actual facts from Buyer, the foregoing provisions of this Section 9.3(c) shall not apply, and Buyer may pursue its remedies against Seller in accordance with Section 9.3(e).
(d) Representations and Warranties Remade on Closing Date. Seller's representations and warranties under Section 9.2 shall be remade by Seller as of the Closing Date; provided, however, such representations and warranties shall be modified to reflect Buyer’s Representatives’ actual knowledge with respect to any such representation and warranty and Seller shall be entitled to modify (i) Exhibit B to reflect the Contracts as modified or terminated in accordance with Section 10.2 and any new contracts or agreements entered into in accordance with Section 10.2 and (ii) Exhibit K to reflect any matters first arising after the Execution Date.
Notwithstanding the foregoing, if prior to Closing Seller (i) obtains actual knowledge of any matters first arising after the Execution Date that, if not resolved prior to Closing would be required to be identified on Exhibit K as of the Closing Date or (ii) receives notice of any assessment for public improvements with respect to the Real Property which would be due and payable, in whole or in part, after the Closing Date, Seller shall give Buyer written notice thereof within five (5) business days after obtaining such knowledge (but, in any event, prior to Closing). Seller shall have the right to elect to extend the Closing Date for a period not to exceed thirty (30) days by written notice of such election given to Buyer on or before the Closing Date for the purpose of endeavoring to cure or remedy any matter referenced in clause (i) of the preceding sentence of this paragraph. In the event Seller is not able to cure or remedy such matter on or before the Closing Date (as the same may be extended by Seller as provided above), and in Buyer’s reasonable judgment such matter referenced in clause (i) of the first sentence of this paragraph adversely affects the Property in any material respect, Buyer may elect to terminate this Agreement by written notice to Seller given on the Closing Date, in which event the Title Company shall refund the Deposit to Buyer and Seller and Buyer shall not have any further liability hereunder, except for obligations which by the express terms of this Agreement survive the termination of this Agreement.
ARTICLE 10 - COVENANTS
10.1 Buyer's Covenants. Buyer hereby covenants as follows:
Seller: (i) the terms of the Agreement, and (ii) any of the information in respect of the Property delivered to or for the benefit of Buyer whether by any Buyer’s Representatives or by any of the Seller Parties, including, but not limited to, any information heretofore or hereafter obtained by any Buyer’s Representatives in connection with its Due Diligence. In the event the Closing does not occur or this Agreement is terminated, Buyer shall promptly return to Seller all documents containing any of such information without retaining any copy thereof or extract therefrom, including (but not limited to) the Documents. Notwithstanding anything to the contrary hereinabove set forth, Buyer may disclose such information (iii) on a need-to-know basis to the Title Company, to Buyer’s Representatives, to Buyer’s consultants and contractors, to its potential lenders, and to members of professional firms serving it or its potential lenders and (iv) as any governmental agency may require in order to comply with applicable Laws or a court order. In addition, this confidentiality obligation shall not apply to any information that is a matter of public record. The provisions of this Section 10.1(a) shall survive any termination of this Agreement.
10.2 Seller's Covenants. Seller hereby covenants as follows:
Period. Buyer, in its sole and absolute discretion, shall be entitled to grant or withhold its consent with respect to any such transaction that is proposed after the expiration of the Due Diligence Period.
On or before the Closing, Seller shall terminate any management agreement currently in effect with respect to the Property at the sole cost and expense of Seller.
(a) Publicity. Seller and Buyer each hereby covenant and agree that (a) prior to the Closing neither Seller nor Buyer shall issue any press release or public statement with respect to the Transaction or this Agreement (“Release”) without the prior consent of the other, except to the extent required by applicable Law or by any securities law or regulation applicable to Buyer, and (b) after the Closing, any Release issued by either Seller or Buyer shall be subject to the review and approval of both parties (which approval shall not be unreasonably withheld, conditioned or delayed), except to the extent required by applicable Law or by any securities law or regulation applicable to Buyer. If either Seller or Buyer is required by applicable Law or by any securities law or regulation applicable to Buyer to issue a Release, such party shall, at least two (2) business days prior to the issuance of the same, deliver a copy of the proposed Release to the other party for its review. Seller waives the two (2) business day requirement as to any press release issued with Buyer’s filing of an 8K upon the execution of this Agreement.
(c) Tax Protests; Tax Refunds and Credits. After Closing, Seller shall have the right to continue and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and personal property taxes for the Property due and payable during all calendar years prior to Closing. Buyer shall have the right to control the progress of and to make all decisions with respect to any tax contest of the real estate taxes
and personal property taxes for the Property due and payable during the calendar year in which Closing occurs and all subsequent calendar years. All real estate and personal property tax refunds and credits received after Closing with respect to any real estate and personal property taxes paid by Seller for any calendar year prior to the calendar year in which Closing occurs shall be the property of Seller. Any refunds or credits attributable to real estate and personal property taxes first due and payable during the calendar year in which Closing occurs or attributable to the Current Year Taxes shall be apportioned between Buyer and Seller in the manner provided in Section 6.3. Any refunds or credits attributable to real estate and personal property taxes assessed for any calendar year following the calendar year in which Closing occurs shall be the property of Buyer.
The provisions of this Section 10.3 shall survive the termination of this Agreement or the Closing (as applicable).
ARTICLE 11 -DEFAULT
agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence an action for specific performance, as well as a waiver by it of any right it may have to file or record a notice of lis pendens or notice of pendency of action or similar notice against any portion of the Property.
ARTICLE 12 - CONDEMNATION/CASUALTY
(a) if the condemnation awards or insurance proceeds on account of such condemnation or damage, as the case may be, have been paid to Seller prior to Closing, Buyer shall receive a credit at Closing equal to (i) the amount of any such award or proceeds, plus (ii) if damage has occurred and such damage is an insured casualty, an amount equal to Seller’s deductible with respect to such casualty, less (iii) an amount equal to all out-of-pocket costs and expenses (including attorneys’ fees) reasonably incurred by Seller in obtaining payment of any award or proceeds (as applicable), any portion of any award or proceeds (as applicable) for the loss of use of the Property prior to Closing and all costs reasonably incurred by Seller prior to Closing for the repair or restoration of the Property (collectively “Seller’s Costs”); and
(b) to the extent that such award or proceeds have not been paid to Seller prior to Closing, (i) if damage has occurred and such damage is an insured casualty, Buyer shall receive a credit at Closing equal to Seller’s deductible with respect to such casualty, less an amount equal to Seller’s Costs applicable thereto, and (ii) Seller shall assign to Buyer at the Closing (without recourse to Seller) the rights of Seller to, and Buyer shall be entitled to receive and retain, such awards or proceeds; provided, however, that within one (1) business day after receipt of such awards or proceeds, Buyer shall pay to Seller an amount equal to Seller’s Costs not previously paid to Seller or deducted from the credit for Seller’s deductible pursuant to clause (i) above; and
(c) if the damage was an uninsured casualty, and Seller elects to give Buyer a credit at Closing for the costs of restoration or repair as agreed to by Buyer and Seller within the ten (10) business day period in which Buyer may terminate this Agreement pursuant to Section 12.1, Buyer shall receive a credit at Closing equal to such agreed amount of the costs of repair or restoration.
ARTICLE 13 - ESCROW PROVISIONS
The Deposit shall be held by the Title Company, in escrow, and disposed of only in accordance with the following provisions:
(a) If the Closing occurs, the Title Company shall deliver the Deposit to Seller on the Closing Date.
(b) If for any reason the Closing does not occur, the Title Company shall deliver the Deposit to Seller or Buyer only upon receipt of a written demand therefor from such party, subject to the following provisions of this paragraph. If for any reason the Closing does not occur and either party makes a written demand upon the Title Company for payment of the Deposit, the Title Company shall give written notice to the other party of such demand. If the Title Company does not receive a written objection from the other party to the proposed payment within ten (10) business days after the giving of such notice, the Title Company is hereby authorized to make such payment. If the Title Company does receive such written objection within such ten (10) business day period, the Title Company shall continue to hold the Deposit until otherwise directed by written instructions signed by Seller and Buyer or a final judgment of a court.
(c) The parties acknowledge that the Title Company is acting solely at their request and for their convenience, that the Title Company shall not be deemed to be the agent of either of the parties, and that the Title Company shall not be liable to either of the parties for any action or omission on its part taken or made in good faith and not in disregard of this Agreement. Seller and Buyer shall jointly and severally indemnify and hold the Title Company harmless from and against all Liabilities incurred in connection with the performance of the Title Company’s duties hereunder, except with respect to actions or omissions taken or made by the Title Company in bad faith, in disregard of this Agreement or involving negligence on the part of the Title Company.
(d) Buyer shall pay any income taxes on interest (if any) earned on the Deposit. Buyer shall provide its taxpayer identification number to the Title Company concurrently with the deposit of the Initial Deposit.
(e) The Title Company has executed this Agreement in the place indicated on the signature page hereof solely to confirm that the Title Company has received and shall hold the Deposit in escrow and shall disburse the Deposit pursuant to the provisions of this Article 13.
The provisions of this Article 13 shall survive the termination of this Agreement or the Closing (as applicable).
ARTICLE 14 - LEASING MATTERS
Prior to Closing, Seller shall have the right, but not the obligation, to enforce the rights and remedies of the landlord under any Lease (including, without limitation, the right to remove any tenant) and to apply all or any portion of any security deposits or other deposits then held by Seller toward any loss or damage incurred by Seller by reason of any defaults by tenants, and the exercise of any such rights or remedies shall not affect the obligations of Buyer under this Agreement in any manner or entitle Buyer to a reduction in, or credit or allowance against, the Purchase Price or give rise to any other claim on the part of Buyer.
ARTICLE 15 - MISCELLANEOUS
15.4 Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Indiana.
IF TO BUYER:
NTS Realty Holdings Limited Partnership ATTN: Xxxx X. Xxxxxxxx 00000 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Fax: (000) 000-0000 Email: xxxxxxxxx@xxxxxxxx.xxx
WITH COPY TO:
Xxxxxx X. Xxxxx Senior Vice President and General Counsel NTS Realty Holdings Limited Partnership 00000 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Fax: (000) 000-0000 Email: xxxxxx@xxxxxxxx.xxx
IF TO SELLER:
c/o AMLI Residential Properties Trust ATTN: Xxxx Xxxxxxx Senior Vice President/Acquisitions 000 Xxxxx Xxxxxx Xxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Fax: (000) 000-0000 Email: xxxxxxxx@xxxx.xxx
WITH COPY TO:
Xxxx X. Xxxxxx Xxxxx & Xxxxxxx LLP 000 Xxxxx Xxxxxxxx, Xxxxx 0000 Xxxxxxxxxxxx, XX 00000 Fax: (000) 000-0000 Email: Xxxx.Xxxxxx@xxxxxx.xxx
15.12 Time of Essence. Time is of the essence with respect to this Agreement.
15.13 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY PROCEEDINGS BROUGHT BY THE OTHER PARTY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE TRANSACTION, THIS AGREEMENT, THE PROPERTY OR THE RELATIONSHIP OF BUYER AND SELLER HEREUNDER. THE PROVISIONS OF THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT OR THE CLOSING.
15.17 Assignment of Seller’s Interest. Seller hereby advises Buyer that on or about February 7, 2006, AMLI Residential Properties Trust (the sole general partner of AMLI Residential Properties, L.P., one of the Seller’s hereunder and the general partner of AMLI at Castle Creek, L.P.) will merge into PPF AMLI Acquisition, LLC and, on or about February 8, 2006, (i) AMLI at Castle Creek, L.P. will transfer ownership of the real property known as AMLI at Castle Creek to PPF AMLI at Castle Creek LLC, and (ii) AMLI Residential Properties, L.P. will transfer ownership of the real property known as AMLI at Lake Clearwater to PPF AMLI at Lake Clearwater LLC, each of which is and will remain a wholly owned subsidiary of AMLI Residential Properties, L.P. Buyer hereby acknowledges and consents, if and to the extent Buyer’s consent is required by applicable Law, to AMLI at Castle Creek, L.P.‘s and AMLI Residential Properties, L.P.‘s transfer of the Property (on or about February 8, 2006) to new subsidiary entitled, PPF AMLI at Castle Creek, LLC and PPF AMLI at Lake Clearwater, LLC (collectively, the “Subsidiaries”) of the post-merger parent entity, PPF AMLI Acquisition, LLC The Subsidiaries shall assume all obligations of Seller under this Agreement.
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SELLER: AMLI AT CASTLE CREEK, L.P. By: AMLI Residential Properties, L.P., its sole general partner By: AMLI Residential Properties Trust, its sole general partner By: /s/ Xxxx Xxxxxxx —————————————— Xxxx Xxxxxxx Senior Vice President |
AMLI RESIDENTIAL PROPERTIES, L.P. By: AMLI Residential Properties Trust, its sole general partner By: /s/ Xxxx Xxxxxxx —————————————— Xxxx Xxxxxxx Senior Vice President |
BUYER: NTS REALTY HOLDINGS LIMITED PARTNERSHIP By: NTS Realty Capital, Inc., its managing general partner By: /s/ Xxxx X. Xxxxxxxx —————————————— Xxxx X. Xxxxxxxx Senior Vice President |
AGREEMENT OF TITLE COMPANY
The undersigned has executed this Agreement solely to confirm its agreement to hold the Deposit in escrow in accordance with the provisions hereof and comply with the provisions of Article 13.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of February 7, 2006.
FIRST AMERICAN TITLE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxx —————————————— Xxxx Xxxxxxxxx Account Representative |
AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Amendment to Purchase and Sale Agreement (“Amendment”) is entered into this 27th day of February, 2006, by PPF AMLI at Castle Creek LLC, a Delaware limited liability company, and PPF AMLI at Lake Clearwater LLC, a Delaware limited liability company (together, “Seller”) and NTS Realty Holdings Limited Partnership, a Delaware limited partnership (“Buyer”).
WHEREAS, Seller’s predecessor in interest and Buyer entered into that certain Purchase and Sale Agreement dated February 7, 2006 (the “Agreement”) relating to the properties commonly known as AMLI at Castle Creek and AMLI at Lake Clearwater;
WHEREAS, Seller and Buyer desire to amend the Agreement in certain respects; and
1. Exhibit B to the Agreement is deleted in its entirety and replaced with Exhibit B-1 attached hereto and made a part hereof. All references to Exhibit B in the Agreement shall be deemed to refer to the attached Exhibit B-1. Buyer has requested that Seller cancel and terminate the following contracts identified in Exhibit B-1 for each property as of the Closing Date:
Copyfax — Copier Maintenance Agreement Apartment for Rent — Apartment Advertising White Fence (Q Corps.) — AMLI Connect Velocity — Water Meter Reading
Seller has agreed to cancel said contracts and agrees that the same shall not be included in the Contracts assigned to Buyer at Closing.
2. Exhibit C to the Agreement is amended to include 276 dryers in the community equipment inventory list for AMLI at Castle Creek.
3. Seller shall establish at Closing a repair escrow with two escrow funds as follows: (i) a fund in the amount of Thirty Thousand Dollars ($30,000.00) to reimburse Buyer for the cost of repairs to flashings at both AMLI at Castle Creek and AMLI at Lake Clearwater (the “Flashing Repair Fund”) and (ii) a fund in the amount of Twenty-five Thousand Dollars ($25,000.00) to reimburse Buyer for the cost of connecting the carwash drain at AMLI at Castle Creek to the drainage system (the “Carwash Repair Fund,” and together with the Flashing Repair Fund, the “Escrow Funds”). The Flashing Repair Fund and the Carwash Repair Fund shall be used to reimburse Buyer for the cost of the repairs for which each such Fund was established.
The Escrow Funds shall be held by the Title Company in an interest bearing account and interest earned on the Escrow Funds shall be the property of Seller. The Escrow Funds shall be disbursed to Buyer upon Buyer’s submission to the Title Company of a request for disbursement from the Flashing Repair Fund or Carwash Repair Fund (as applicable), accompanied by a contractor’s invoice or contractor’s application for payment substantiating the costs for which disbursement is requested and evidence of the payment thereof. Only one request for disbursement from each such Fund shall be made. The Title Company shall provide Seller with a copy of the disbursement request received from Buyer promptly upon receipt thereof. Payment of the amount requested shall be made by the Title Company to Buyer within ten (10) days after the Title Company’s receipt of the disbursement request, unless within such 10-day period, Seller objects to the disbursement of the Escrow Funds as not being for repair costs actually incurred for the purpose for which the respective Fund was established. The escrow shall terminate on the first anniversary of the Closing Date, and any Escrow Funds remaining undisbursed at such time, together with any interest earned thereon, shall be paid to Seller.
The parties shall enter into an escrow agreement at Closing setting forth the foregoing terms and such other terms regarding the escrow not inconsistent with the foregoing terms as Seller, Buyer and the Title Company shall reasonably require, including terms related to the resolution of Seller’s objection to the requested disbursement. Any escrow fee charged by the Title Company shall be paid by Seller.
4. This Amendment shall be binding on and shall inure to the benefit of Seller and Buyer and their respective successors and assigns. Except as expressly amended by this Amendment, all terms and provisions of the Agreement shall remain in full force and effect.
[SIGNATURES ON FOLLOWING PAGES]
SELLER: PPF AMLI AT CASTLE CREEK LLP a Delaware limited liability company By: PPF AMLI TRS LLC, a Delaware limited liability company, its sole member By: AMLI Residential Properties, L.P., a Delaware limited partnership, its sole member By: PPF AMLI Partners LLC, a Delaware limited liability company, its sole general partner By: PPF Multifamily, LLC, a Delaware limited liability company, its Manager By: PPF OP, LP, a Delaware limited partnership, its sole member By: PPF OPGP, LLC, a Delaware limited liability company, its sole general partner By: Prime Property Fund, LLC, a Delaware limited liability company, its sole member By: Xxxxxx Xxxxxxx Real Estate Advisor, Inc., a Delaware corporation, its Manager By: /s/ Xxxx X. Shoser —————————————— Xxxx X. Shoser Executive Director |
PPF AMLI AT CLEARWATER LLP a Delaware limited liability company By: PPF AMLI TRS LLC, a Delaware limited liability company, its sole member By: AMLI Residential Properties, L.P., a Delaware limited partnership, its sole member By: PPF AMLI Partners LLC, a Delaware limited liability company, its sole general partner By: PPF Multifamily, LLC, a Delaware limited liability company, its Manager By: PPF OP, LP, a Delaware limited partnership, its sole member By: PPF OPGP, LLC, a Delaware limited liability company, its sole general partner By: Prime Property Fund, LLC, a Delaware limited liability company, its sole member By: Xxxxxx Xxxxxxx Real Estate Advisor, Inc., a Delaware corporation, its Manager By: /s/ Xxxx X. Shoser —————————————— Xxxx X. Shoser Executive Director |
BUYER: NTS REALTY HOLDINGS LIMITED PARTNERSHIP By: NTS Realty Capital, Inc., its managing general partner By: /s/ Xxxxxx X. Xxxxx —————————————— Xxxxxx X. Xxxxx Senior Vice President |
EXHIBIT B-1
Maintenance Service Contracts AMLI at Castle Creek - February 2006 | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Contracts | Vendor Name | Collected | |||||||||
Landscaping | Xxxxxxxx | Yes | |||||||||
Cable / Internet | Comcast of Indy | Yes | Must | ||||||||
Telephone | SBC Ameritech | Yes | MTM | ||||||||
Vending | Vendco | Yes | |||||||||
Copier (Maintenance Agreement) | Copyfax | Yes | |||||||||
Waste Removal | Ray's | Yes | |||||||||
Apartment Advertising | |||||||||||
- Apartment Guide | HPC | Yes | |||||||||
- Apartment For Rent | Apt For Rent | Yes | |||||||||
- E-Mail Agreement | Xxxx.xxx | Yes | |||||||||
Pool Phones | Kings III | Yes | |||||||||
Snow Removal | Xxxxxxxx | Yes | |||||||||
AMLI Connect | White Fence (Q-Corps) | Yes | |||||||||
Water Meter Reading | Velocity | Yes | |||||||||
Alarms - Fire | Honeywell | Yes | |||||||||
Alarms - Security | Honeywell | Yes | |||||||||
Alarms - Clubhouse | Honeywell | Yes |
Maintenance Service Contracts AMLI at Lake Clearwater - February 2006 | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Contracts | Vendor Name | Collected | |||||||||
Landscaping | Mainscape | Yes | |||||||||
Cable & Internet | Comcast of Indy | Yes | Must | ||||||||
Telephone | SBC Ameritech Services | Yes | MTM | ||||||||
Vending | Vendco | Yes | |||||||||
Copier (Maintenance Agreement) | Copyfax | Yes | |||||||||
Waste Removal | Ray's | Yes | |||||||||
Apartment Advertising | |||||||||||
- Apartment Guide | HPC | Yes | |||||||||
- Apartment For Rent | Apt For Rent | Yes | |||||||||
- E-Mail Agreement | Xxxx.xxx | Yes | |||||||||
Pool Phones | Kings III | Yes | |||||||||
Snow Removal | Mainscape | Yes | |||||||||
AMLI Connect | WhiteFence (Q-Corp) | Yes | |||||||||
Water Meter Reading | Velocity Master Services | Yes | |||||||||
Alarms - Fire | Honeywell | Yes | |||||||||
Alarms - Security | Honeywell | Yes | |||||||||
Alarms - Clubhouse | Honeywell | Yes |