CONTRIBUTION AGREEMENT
THIS
CONTRIBUTION AGREEMENT (this “Agreement”) is made as of the 21st day of August,
2006 (the “Effective Date”), by and between VMS NATIONAL PROPERTIES JOINT VENTURE, an
Illinois general partnership (“Contributor”), AIMCO PROPERTIES, L.P., a Delaware limited
partnership (“Parent”) and AIMCO PROPERTIES, LLC, a Delaware limited partnership
(“Contributee”).
W I T N E S S E T H:
In consideration of the covenants and provisions contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:
1. Agreement to Contribute. Contributor agrees to contribute (the
“Contribution”) to Contributee, and Contributee agrees to receive from Contributor, subject
to all of the terms and conditions of this Agreement, all of Contributor’s right, title and
interest in and to those certain residential apartment projects commonly known as (i) “Buena Vista
Apartments,” located in Pasadena, Los Angeles County, California, (ii) “Casa de Monterey,” located
in Norwalk, Los Angeles County, California, (iii) “Crosswood Park Apartments,” located in Citrus
Heights, Sacramento County, California, (iv) “MountainView Apartments,” located in San Dimas, Los
Angeles County, California, (v) “Pathfinder Village Apartments,” located in Fremont, Alameda
County, California, (vi) “Scotchollow Apartments,” located in San Mateo, San Mateo County,
California and (vii) “Towers of Westchester Park Apartments,” located in College Park, Prince
George’s County, Maryland, consisting of the following:
the “Personal Property” and, together with the Real Property, the “Property”).
Each parcel of the Real Property described on Exhibit A-1 through Exhibit A-7,
together with the Personal Property associated therewith, is sometimes individually referred to
herein as a “Site.” The Property is to be conveyed in its entirety, and individual Sites
may not be excluded by Contributee or Contributor. Any termination of this Agreement as provided
herein shall be effective as to the entire Property.
(ii) Contributor hereby covenants and agrees to use commercially reasonable efforts to qualify
the offering and issuance of OP Units under the state securities laws of each state in which a
Limited Partner is a resident.
(e) Contributee holds certain rights to receive payments from residual proceeds remaining
following the disposition of the Real Property and the payment of other specified claims (such
rights, the “MF-VMS Interest”). In connection with the Contribution,
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Contributor and Contributee hereby agree as follows with respect to the treatment of the
MF-VMS Interest: (i) at the Closing, Contributee shall assume and shall become responsible for
the payment, performance and satisfaction of all obligations arising with respect to the MF-VMS
Interest with respect to the Real Property and (ii) the Consideration payable to Contributor shall
be reduced by an amount equal to the obligation assumed pursuant to this Section 1(e).
If Contributee, without the right to do so and in default of its obligations under this
Agreement, fails to complete Closing, Contributor shall be entitled to terminate this Agreement by
written notice to Contributee, whereupon neither party hereto shall have any further rights or
obligations hereunder except for those that expressly survive termination of this Agreement.
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for any amounts paid by Contributor attributable to the period after the Closing Date, if
assumed by Contributee) and Contributee being responsible for, and credited or charged, as the case
may be, for all of the same attributable to the period after the Closing Date.
(i) All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals,
retroactive rentals, operating cost pass-throughs or other sums and charges payable by tenants
under the Leases), income and expenses from any portion of the Property shall be prorated through
the Closing Date (prorated for any partial month). Contributee shall receive all collected rent
and income attributable to dates after the Closing Date. Contributor shall receive all collected
rent and income attributable to dates through the Closing Date. Notwithstanding the foregoing, no
prorations shall be made in relation to either (A) non-delinquent rents which have not been
collected as of the Closing Date, or (B) delinquent rents existing, if any, as of the Closing Date
(the foregoing (A) and (B) referred to herein as the “Uncollected Rents”). In adjusting
for Uncollected Rents, no adjustments shall be made in Contributor’s favor for rents which have
accrued and are unpaid as of the Closing, but Contributee shall pay Contributor such accrued
Uncollected Rents as and when collected by
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(ii) At Closing, Contributee shall receive a credit against the Consideration in an amount
equal to the received and unapplied balance of all cash (or cash equivalent) tenant deposits,
including, but not limited to, security, damage or other refundable deposits or required to be paid
by any of the tenants to secure their respective obligations under the leases, together, in all
cases, with any interest payable to the tenants thereunder as may be required by their respective
tenant lease or state law (the “Tenant Security Deposit Balance”). Any cash (or cash
equivalents) held by Contributor which constitutes the Tenant Security Deposit Balance shall be
retained by Contributor in exchange for the foregoing credit against the Consideration and shall
not be transferred by Contributor pursuant to this Agreement (or any of the documents delivered at
Closing), but the obligation with respect to the Tenant Security Deposit Balance nonetheless shall
be assumed by Contributee. The Tenant Security Deposit Balance shall not include any
non-refundable deposits or fees paid by tenants to Contributor, either pursuant to the leases or
otherwise.
(iii) With respect to operating expenses, taxes, utility charges, other operating cost
pass-throughs, retroactive rental escalations, sums or charges payable by tenants under the tenant
leases, to the extent that Contributor has received as of the Closing payments allocable to periods
subsequent to Closing, the same shall be properly prorated with an adjustment in favor of
Contributee, and Contributee shall receive a credit therefor at Closing. With respect to any
payments received by Contributee after the Closing allocable to Contributor prior to Closing,
Contributee shall promptly pay the same to Contributor.
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The provisions of this Section 8 shall survive the Closing.
(a) Contributor, to induce Contributee to enter into this Agreement and to complete Closing,
makes the following representations and warranties to Contributee as of the date of this Agreement
and as of the Closing Date (collectively, the “Contributor Representations”):
(i) Other than the Tenant Leases, the Property is not subject to any written lease executed by
Contributor or, to Contributor’s knowledge, any other possessory interests of any person.
(ii) Contributor is not a “foreign person” as that term is used and defined in Section 1445 of
the Internal Revenue Code of 1986, as amended.
(iii) To Contributor’s knowledge, there are no actions, proceedings, litigation or
governmental investigations or condemnation actions either pending or threatened against the
Property.
(iv) To Contributor’s knowledge, Contributor has not received any written notice of any
material default by Contributor under any Service Agreements (but not the Terminated Contracts).
(v) To Contributor’s knowledge, on or prior to the Closing Date, Contributor shall have
delivered or made available to Contributee all the following materials related to the Property
within its actual possession and located at the Property (collectively, the “Materials”):
plans and specifications, engineering reports, feasibility studies, Tenant Leases, Service
Agreements, governmental permits and approvals, surveys and title information.
(vi) To Contributor’s knowledge, Contributor has not received written notice, which remains
outstanding, of any violation of any applicable law, ordinance, code, rule, order, regulation or
requirement of any governmental authority.
(vii) To Contributor’s knowledge, Contributor has not received any written notice of any
pending or threatened condemnation or eminent domain proceeding (“Taking”) in connection
with the Property.
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(viii) Except for the requirement to obtain the Consents, the execution and delivery of this
Agreement and the performance by Contributor of its obligations hereunder have been duly authorized
by all requisite partnership action, will not conflict with or result in a breach of any of the
terms, conditions or provisions of Contributor’s partnership agreement, and will not conflict with
or result in a breach of any law, regulation or order, or any agreement or instrument to which
Contributor is a party or by which Contributor is bound or the Property is subject. This Agreement
and the documents to be delivered by Contributor pursuant to this Agreement each will constitute
the legal, valid, and binding obligations of Contributor, enforceable in accordance with their
respective terms, covenants, and conditions.
As used in this Section 9(a), “Contributor’s knowledge” means the actual knowledge
of the “Designated Representative” (as hereinafter defined) of the Contributor and shall not be
construed to refer to the knowledge of any other partner, officer, director, agent, employee or
representative of the Contributor, or any affiliate of the Contributor, or to impose upon the
Designated Representative any duty to investigate the matter to which such actual knowledge or the
absence thereof pertains, or to impose upon the Designated Representative any individual personal
liability. For purposes of this Agreement, “Designated Representative” shall mean
(i) for Buena Vista Apartments: Xxxx Xxxxx; (ii) for Casa de Monterey Apts: Xxxxxx Xxxxxx;
(iii) for Crosswood Park Apartments: Xxxxxxx XxxXxxxxx; (iv) for Mountain View Apartments: Xxxx
Xxxxx; (v) for Pathfinder Village Apartments: Xxxxxxx XxxXxxxxx; (vi) for Scotch Hollow Apts:
Xxxxxxx XxxXxxxxx; and (vii) for Towers of Westchester Park: Xxxxx Xxxxxxxx, who are the Regional
Property Managers of Contributor handling each of the Sites.
(b) Contributee, to induce Contributor to enter into this Agreement and to complete Closing,
makes the following representations and warranties to Contributor as of the date of this Agreement
and as of the Closing Date (collectively, the “Contributee Representations”):
(i) The execution and delivery of this Agreement and the performance by Contributee of its
obligations hereunder have been duly authorized by all requisite partnership action, and will not
conflict with or result in a breach of any of the terms, conditions or provisions of the
Contributee, and will not conflict with or result in a breach of Contributee’s partnership
agreement, any law, regulation or order, or any agreement or instrument to which Contributee is a
party or by which Contributee is bound.
(ii) This Agreement and the documents to be delivered by Contributee pursuant to this
Agreement, will each constitute the legal, valid, and binding obligations of Contributee,
enforceable in accordance with their respective terms, covenants, and conditions.
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any individual instance or in the aggregate for all breaches of Contributor Representations,
nor shall Contributee be entitled to bring any claim for a breach of Contributor’s Representations
unless the claim for damage (either in the aggregate or as to any individual claim) by Contributee
exceeds $50,000.00. In the event that Contributor breaches any of the Contributor Representations,
and Contributee had knowledge of such breach prior to the Closing Date, Contributee shall be deemed
to have waived any right of recovery and, with respect to such breach, Contributor shall have no
liability in connection therewith.
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documents, summaries, opinions or work product shall not create or give rise to any liability
of or against Contributor or Contributor’s Affiliates. Prior to Closing, Contributor shall have
the right, but not the obligation, to enforce its rights against any and all Property occupants,
guests or tenants. Contributee agrees that the departure or removal, prior to Closing, of any of
such guests, occupants or tenants shall not be the basis for, nor shall it give rise to, any claim
on the part of Contributee, nor shall it affect the obligations of Contributee under this Contract
in any manner whatsoever; and Contributee shall close title and accept delivery of the Deed with or
without such tenants in possession and without any allowance or reduction in the Consideration
under this Contract. Contributee hereby releases Contributor from any and all claims and
liabilities relating to the foregoing matters. The provisions of this Section 11(c) shall
survive the Closing and delivery of the Deed to Contributee. For purposes of this Agreement,
“Affiliates” shall mean any of a party’s affiliates, parent and subsidiary entities,
successors, assigns, partners, managers, members, employees, officers, directors, trustees,
shareholders, counsel, representatives and agents.
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after receipt by Contributee of the Taking Notice. If Contributee does not terminate this
Agreement, the Consideration shall be reduced by the total amount of any awards or damages received
by Contributor and Contributor shall, at Closing, be deemed to have assigned to Contributee all of
Contributor’s right, title and interest in and to any awards or damages to which Contributor may
have become entitled or may thereafter be entitled by reason of any exercise of the power of
eminent domain or condemnation with respect to or for the Taking of the Property or any portion
thereof.
(i) at the time of Closing, all of the representations and warranties by Contributor set forth
in this Agreement shall be true and correct at and as of the Closing Date in all respects as though
such representations and warranties were made both at and as of the date of this Agreement and at
and as of the Closing Date; provided, however, that for purposes only of satisfying this condition
contained in this Section, any representation or warranty stated to be “to the Contributor’s
knowledge” shall be read without reference to any such qualification; and
(ii) at the time of Closing, Contributor shall have performed all covenants, agreements and
conditions required by this Agreement to be performed by Contributor prior to or as of the Closing
Date; and
(iii) Contributee acknowledges that the Property is currently encumbered by (A) a first
mortgage loan, and (B) a second mortgage loan (collectively, the “Loans”). The current
holders of the Loans are hereinafter collectively referred to as the “Lenders”. It shall
be a condition to Contributee’s obligation to close hereunder that Contributor obtain written
consent to the transactions described in this Agreement from each of the Lenders (collectively, the
“Lender Consents”), which Lender Consents shall include terms reasonably satisfactory to
Contributor and Contributee pursuant to which Contributee assumes all of Contributor’s obligations
under the Loans accruing from and after the Closing and the Lenders release Contributor (and any
guarantors) from any and all obligations under the Loans accruing from and after the Closing.
Contributee shall pay all costs and expenses incurred in connection with obtaining the Lender
Consents. Contributor shall use reasonable efforts to obtain the Lender Consents. Contributee
will reasonably cooperate with Contributor and Contributor’s agents in obtaining the Lender
Consents. At Closing, Contributee shall receive a credit against the Consideration in the amount
of the outstanding principal balance of the Loans, as of the Closing Date, so long as the Lender
Consents are received and, pursuant to such Lender Consents, Contributee assumes the Loans and
Contributee is released therefrom at Closing
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period Contributor shall use its reasonable efforts to satisfy any unsatisfied conditions
within Contributor’s reasonable power to satisfy.
(i) If required by the partnership agreement of Contributor or by law, it shall be a condition
to Contributor’s obligation to close hereunder that Contributor obtain the approval of the
transactions described in this Agreement from the necessary partners of Contributor (other than the
general partner of Contributor or any of its Affiliates) (the “Partnership Approval” and,
together with the Lender Consents, the “Consents”).
(ii) Contributor shall use reasonable efforts to obtain the Partnership Approval.
(iii) Each of Contributee and Contributor shall have the right to terminate this Agreement by
giving written notice of termination to the other party if the Partnership Approval shall not have
been received as of the Closing Date.
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(vii) Termination letters to vendors under the Terminated Contracts.
(i) Consideration. The portion of the Consideration payable pursuant to Section
2(b).
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if intended for Contributor:
VMS National Properties Joint Venture
00 Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxx
Ph: 864/000-0000
Fax: 864/000-0000
00 Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxx
Ph: 864/000-0000
Fax: 864/000-0000
if intended for Contributee:
AIMCO Properties, LLC
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Ph: 303/000-0000
Fax: 303/000-0000
mail to:
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Ph: 303/000-0000
Fax: 303/000-0000
mail to:
if intended for Parent:
AIMCO Properties, L.P.
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
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Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Ph: 303/000-0000
Fax: 303/000-0000
Attention: Xxxxx X. Xxxxxx
Ph: 303/000-0000
Fax: 303/000-0000
Each such notice, demand, request or other communication shall be given (i) personally, (ii)
by registered or certified mail of the United States Postal Service, return receipt requested,
postage prepaid, (iii) by a nationally recognized overnight courier service for next business day
delivery, or (iv) via facsimile or email transmission to the facsimile number or email address (as
the case may be) listed above, provided, however, that if such communication is given via facsimile
or email transmission, an original counterpart of such communication shall concurrently be sent in
either the manner specified in clause (i) or (iii) above. Each such notice, demand, request or
other communication shall be deemed to have been given upon actual receipt or refusal by the
addressee.
(a) Consent Agreement; Certified Lead-Based Paint Free. Testing (the
“Testing”) has been performed at Scotchollow Apartments, Casa de Monterey, Crosswood Park,
and Towers of Westchester Park with respect to lead-based paint. Law Engineering and Environmental
Services, Inc. performed the Testing at Scotchollow Apartments and Crosswood Park and reported its
findings in those certain Lead-Based Paint Free Housing Certifications dated May 14, 2001 (as to
Scotchollow Apartments and Crosswood Park), and August 20, 2002 (as to Casa de Monterey). Connor
Environmental Services and Engineering Assessments performed the Testing at Towers of Westchester
Park and reported its findings in that certain Lead-Based Paint Free Housing Certification dated
October 28, 2004. Copies of the foregoing Certifications are attached hereto as Exhibit E
(the “Certifications”). The Certifications certify these Sites as lead based paint free.
By execution hereof, Contributee acknowledges receipt of copies of the Certifications, the
Lead-Based Paint Disclosure attached hereto as Exhibit D, and that certain Consent
Agreement (the “Consent Agreement”) by and among the United States Environmental Protection
Agency (executed December 19, 2001), the United States Department of Housing and Urban Development
(executed January 2, 2002), and Apartment Investment and Management Company (“AIMCO”)
(executed December 18, 2001). Because these Sites have been certified as lead based paint free,
Contributor is not required under the Consent Agreement to remediate or xxxxx any lead-based paint
condition at such Sites prior to the Closing. Contributee acknowledges and agrees that (1) after
Closing, the Contributee and the Property shall be subject to the Consent Agreement and the
provisions contained herein related thereto and (2) that Contributee shall not be deemed to be a
third party beneficiary to the Consent Agreement. The provisions of this Section 19(a)
shall survive the termination of this Agreement, and if not so terminated, the Closing and delivery
of the Deed to Contributee.
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Testing and reported its findings in those certain Lead-Based Paint Risk Assessment Reports
dated December 31, 2002 (with respect to Pathfinder Village Apartments), and September 12, 2002
(with respect to Buena Vista Apartments), copies of which has been provided to Contributee (the
“Reports”). The Reports certify these Sites as free of (i) lead based hazards, (ii) dust
lead hazards and (iii) soil lead hazards. By execution hereof, Contributee acknowledges receipt of
a copy of the Reports, the Lead-Based Paint Disclosure attached hereto as Exhibit D, and
acknowledges receipt of the certain Consent Agreement. Because these Sites have been certified as
free of (x) lead based hazards, (y) dust lead hazards and (z) soil lead hazards, Contributor is not
required under the Consent Agreement to remediate or xxxxx any lead-based paint condition at the
Property prior to the Closing. Contributee acknowledges and agrees that (1) after Closing, the
Contributee and the Property shall be subject to the Consent Agreement and the provisions contained
herein related thereto and (2) that Contributee shall not be deemed to be a third party beneficiary
to the Consent Agreement. The provisions of this Section 19(a) shall survive the
termination of this Agreement, and if not so terminated, the Closing and delivery of the Deed to
Contributee.
19. Dispute Resolution. Any controversy, dispute, or claim of any nature arising out
of, in connection with, or in relation to the interpretation, performance, enforcement or breach of
this Agreement (and any closing document executed in connection herewith), including any claim
based on contract, tort or statute, shall be resolved at the written request of any party to this
Agreement by binding arbitration. The arbitration shall be administered in accordance with the
then current Commercial Arbitration Rules of the American Arbitration Association. Any matter to
be settled by arbitration shall be submitted to the American Arbitration Association in the State
of California. The parties shall attempt to designate one arbitrator from the American Arbitration
Association. If they are unable to do so within 30 days after written demand therefor, then the
American Arbitration Association shall designate an arbitrator. The arbitration shall be final and
binding, and enforceable in any court of competent jurisdiction. The arbitrator shall award
attorneys’ fees (including those of in-house counsel) and costs to the prevailing party and charge
the cost of arbitration to the party which is not the prevailing party. Notwithstanding anything
herein to the contrary, this Section shall not prevent Contributee or Contributor from seeking and
obtaining equitable relief on a temporary or permanent basis, including, without limitation, a
temporary restraining order, a preliminary or permanent injunction or similar equitable relief,
from a court of competent jurisdiction located in the State of California (to which all parties
hereto consent to venue and jurisdiction) by instituting a legal action or other court proceeding
in order to protect or enforce the rights of such party under this Agreement or to prevent
irreparable harm and injury. The court’s jurisdiction over any such equitable matter, however,
shall be expressly limited only to the temporary, preliminary, or permanent equitable relief
sought; all other claims initiated under this Agreement between the parties hereto shall be
determined through final and binding arbitration in accordance with this Section.
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(c) Entire Agreement; Governing Law. This Agreement embodies the entire agreement
between the parties hereto concerning the subject matter hereof and supersedes all prior
conversations, proposals, negotiations, understandings and contracts, whether written or oral.
This Agreement shall not be amended, altered, changed, modified, supplemented or rescinded in any
manner except by a written contract executed by all of the parties. The laws of the State of
California shall govern the validity, construction, enforcement, and interpretation of this
Agreement, unless otherwise specified herein except for the conflict of laws provisions thereof.
All claims, disputes and other matters in question arising out of or relating to this Agreement, or
the breach thereof, shall be decided by proceedings instituted and litigated in a court of
competent jurisdiction in the State of California, and the parties hereto expressly consent to the
venue and jurisdiction of such court.
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Saturdays, Sundays and holidays shall not be counted); provided, however, that if the final
day of any time period provided in this Agreement shall end on a Saturday, Sunday or legal holiday,
then the final day shall extend to 5:00 p.m. of the next full business day. For the purposes of
this Section, the term “holiday” shall mean a day other than a Saturday or Sunday on which
national banks in the State in which the Property is located are or may elect to be closed.
(i) this appraisal proceeding will be decided by arbitration conducted in accordance with the
Commercial Arbitration Rules of the American Arbitration Association by a single arbitrator who
will follow the statutory provisions otherwise governing such dissenters’ appraisal rights and who
will conduct the proceedings in Denver, Colorado or, at the option of Contributor’s limited
partner, in the capital of Contributor’s state of organization; and
(ii) any arbitration award can be appealed in the Federal District Court located in Denver,
Colorado or, at the option of Contributor’s limited partner, in the capital of Contributor’s state
of organization.
(i) if any action restraining, enjoining or otherwise prohibiting consummation of the
transaction contemplated herein shall be threatened by any party; or
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(ii) if Contributor reasonably determines it is necessary to terminate this Agreement in order
to satisfy its fiduciary obligations to its investors.
(i) if any action restraining, enjoining or otherwise prohibiting consummation of the
transaction contemplated herein shall be threatened by any party; or
(ii) if Contributee reasonably determines it is necessary to terminate this Agreement in order
to satisfy its fiduciary obligations to its investors.
[Remainder of Page Left Blank Intentionally]
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CONTRIBUTOR: | ||||||||||
VMS NATIONAL PROPERTIES JOINT VENTURE, an Illinois general partnership |
||||||||||
By: | VMS NATIONAL RESIDENTIAL PORTFOLIO I, an Illinois limited partnership |
|||||||||
By: | MAERIL, INC., a Delaware corporation, its general partner |
|||||||||
By: | /s/ Xxxxxx X. Xxxx | |||||||||
Name: | Xxxxxx X. Xxxx | |||||||||
Title: | Senior Vice President | |||||||||
By: | VMS NATIONAL RESIDENTIAL PORTFOLIO II, an Illinois limited partnership |
|||||||||
By: | MAERIL, INC., a Delaware corporation, its general partner |
|||||||||
By: | /s/ Xxxxxx X. Xxxx | |||||||||
Name: | Xxxxxx X. Xxxx | |||||||||
Its: | Senior Vice President | |||||||||
PARENT: | ||||||||||
AIMCO PROPERTIES, L.P., a Delaware limited partnership | ||||||||||
By: | AIMCO-GP, INC., a Delaware corporation, its general partner |
|||||||||
By: | /s/ Xxxxx X. Xxxxxx | |||||||||
Name: | Xxxxx X. Xxxxxx | |||||||||
Its: | Executive Vice President and Chief Investment Officer |
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CONTRIBUTEE: | ||||||||||
AIMCO PROPERTIES, LLC, a Delaware limited liability company |
||||||||||
By: | AIMCO PROPERTIES, L.P., a Delaware limited partnership, its sole member |
|||||||||
By: | AIMCO-GP, INC., a Delaware corporation, its general partner |
|||||||||
By: | /s/ Xxxxx X. Xxxxxx | |||||||||
Name: | Xxxxx X. Xxxxxx | |||||||||
Its: | Executive Vice President and Chief Investment Officer |
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EXHIBIT A-1
LEGAL DESCRIPTION OF REAL PROPERTY
XXXXX XXXXX XXXXXXXXXX
![()](https://www.sec.gov/Archives/edgar/data/926660/000095013406016602/d38578d38578156.gif)
X-0
XXXXXXX X-0
LEGAL DESCRIPTION OF REAL PROPERTY
CASA DE MONTEREY
A portion of the East half of the Southeast Quarter of Section 00, Xxxxxxxx 0 Xxxxx, Xxxxx 00 Xxxx
Xxx Xxxxxxxxxx Base and Meridian, Rancho Santa Xxxxxxxxx, in the city of Norwalk, described as
follows:
Beginning
at a point in the East line of said Section that is North
0°03'52" West, 1021.60 feet
from the Southeast corner thereof; thence South 89°57'04" West 680.90 feet; thence parallel with
said East line North 0°03'52" West 581.37 feet to the Southwesterly line of right of way of the
Southern Pacific Railroad; thence along the said Southwesterly line,
South 57°05'40" East 811.61
feet to the East line of said section; thence along said East line
South 0°03'52" East 139.88 feet
to the point of beginning.
EXCEPT the East 20 feet within the lines of a County Road.
1
EXHIBIT A-3
LEGAL DESCRIPTION OF REAL PROPERTY
CROSSWOOD PARK APARTMENTS
THAT CERTAIN REAL PROPERTY SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF SACRAMENTO, CITY OF
CITRUS HEIGHTS, DESCRIBED AS FOLLOWS:
BEING A PORTION OF THAT CERTAIN “RECORD OF SURVEY A PORTION OF THE SOUTHEAST 1/4 OF SECTION 27 AND
A PORTION OF THE NORTHEAST 1/4 OF SECTION 34, TOWNSHIP 10 NORTH, RANGE 6 EAST, M.D.B.&M.,” RECORDED
IN THE OFFICE OF THE RECORDER OF SACRAMENTO COUNTY IN BOOK 28 OF SURVEYS, PAGE 28, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING
AT A POINT WHICH BEARS SOUTH 36º24'31'' EAST 55.00 FEET FROM THE MOST NORTHERLY CORNER OF
“CROSSWOODS UNIT NO. 1”, THE OFFICIAL RECORD OF WHICH IS FILED IN THE OFFICE OF THE RECORDER OF
SACRAMENTO COUNTY IN BOOK 88 OF MAPS, MAP NO. 21; THENCE FROM SAID POINT OF BEGINNING, ALONG THE
SOUTHEASTERLY RIGHT OF WAY OF A COUNTY ROAD KNOWN AS AUBURN BOULEVARD, NORTHEASTERLY ALONG THE ARC
OF A 2945.00 FOOT RADIUS CURVE TO THE RIGHT, SAID ARC BEING SUBTENDED BY A CHORD BEARING NORTH
60º07'34'' EAST 671.62 FEET; THENCE NORTH 66º41'25'' EAST 457.20 FEET; THENCE ALONG THE ARC OF A
40.00 FOOT RADIUS CURVE TO THE RIGHT, SAID ARC BEING SUBTENDED BY A
CHORD BEARING SOUTH 68º37'12''
EAST 56.26 FEET; THENCE SOUTH 23º55'50'' EAST 42.92 FEET; THENCE ALONG THE ARC OF A 30.00 FOOT
RADIUS CURVE TO THE LEFT, SAID ARC BEING SUBTENDED BY A CHORD BEARING
SOUTH 37º12'26'' EAST 13.78
FEET; THENCE SOUTH 50º29'02'' EAST 9.17 FEET; THENCE ALONG THE ARC OF A 30.00 FOOT RADIUS CURVE TO
THE RIGHT, SAID ARC BEING SUBTENDED BY A CHORD BEARING SOUTH
37º12'26'' EAST 13.78 FEET; THENCE
SOUTH 23º55'50'' EAST 27.92 FEET; THENCE ALONG THE ARC OF A 280.00 FOOT RADIUS CURVE TO THE RIGHT,
SAID ARC BEING SUBTENDED BY A CHORD BEARING SOUTH 06º04'10'' WEST 280.00 FEET; THENCE SOUTH
36º04'10'' WEST 103.75 FEET; THENCE ALONG THE ARC OF A 1180.00 FOOT RADIUS CURVE TO THE LEFT, SAID
ARC BEING SUBTENDED BY A CHORD BEARING SOUTH 30º41'55'' WEST
220.89 FEET; THENCE SOUTH 25º19'41''
WEST 40.26 FEET; THENCE ALONG THE ARC OF A 40.00 FOOT RADIUS CURVE TO THE RIGHT, SAID ARC BEING
SUBTENDED BY A CHORD BEARING SOUTH 67º32'18'' WEST 53.75 FEET; THENCE ALONG THE ARC OF A 680.00 FOOT
RADIUS CURVE TO THE LEFT, SAID ARC BEING SUBTENDED BY A CHORD BEARING
NORTH 80º36'15'' WEST 244.40
FEET; THENCE SOUTH 89º02'35'' WEST 256.91 FEET; THENCE ALONG THE ARC OF A 340.00 FOOT RADIUS CURVE
TO THE LEFT, SAID ARC BEING SUBTENDED BY A CHORD BEARING SOUTH
72º39'59'' WEST 191.72 FEET; THENCE
ALONG THE ARC OF A 40.00 FOOT RADIUS CURVE TO THE RIGHT, SAID ARC BEING SUBTENDED BY A CHORD
BEARING NORTH 78º51'30'' WEST 56.42 FEET; THENCE NORTH
34º00'25''
A-3-1
WEST 196.36 FEET; THENCE ALONG THE ARC OF A 40.00 FOOT RADIUS CURVE TO THE RIGHT, SAID ARC BEING
SUBTENDED BY A CHORD BEARING NORTH 09º47'32'' EAST 55.37 FEET TO THE POINT OF BEGINNING.
APN 229-0100-011-0000
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XXXXXXX X-0
LEGAL DESCRIPTION OF REAL PROPERTY
MOUNTAINVIEW APARTMENTS
![()](https://www.sec.gov/Archives/edgar/data/926660/000095013406016602/d38578d38578157.gif)
A-4
EXHIBIT A-5
LEGAL DESCRIPTION OF REAL PROPERTY
PATHFINDER VILLAGE APARTMENTS
REAL PROPERTY in the City of Fremont, County of Alameda, State of California, described as follows:
Beginning at a point in the central line of Fremont Boulevard, formerly the County Road leading
from Centerville to Irvington, at the most southern corner of that certain 35 acre tract of land
heretofore conveyed by Xxxxxx Xxxxxx and Xxxxxxxx Xxxxxx, his wife, by deed of record in the County
Recorder’s Office of Alameda County, in Book 313 of Deeds, Page 428; running thence along the said
center line of said County Road North 57°05' West 567.76 feet; thence leaving said County Road
North 30°48' East 884.37 feet to a point on the Southwestern boundary line of lands heretofore
conveyed by Xxxxxxxx Xxxxxx, widow of Xxxxxx Xxxxxx, to Xxxx X. Xxxxxxxxxxx by deed of record in
the Office of the County Recorder of said County of Alameda in Book 1239 of Deeds, Page 184; and
running thence along the said Southwestern line of said lands of said Xxxx X. Xxxxxxxxxxx, South
57°05' East 460.78 feet to the most Southern corner thereof on the Eastern boundary line of the
aforesaid 35 acre tract; and thence along the last said line South
23°56' West 894.43 feet to the
point of beginning.
Excepting therefrom that portion described as follows:
Beginning at a point in the center line of Fremont Boulevard, formerly the County Road leading from
Centerville to Irvington, at the most Southern corner of that certain 35 acre tract of land
heretofore conveyed by Xxxxxx Xxxxxx to Xxxxxxxx Xxxxxx, his wife, by deed of record in the County
Recorder’s Office of Alameda County, in Book 313 of Deeds, Page 428; running thence along the said
center line of said County Road North 57°05' West 127.29
feet; thence North 32°53' East 226.00
feet; thence South 57°05' East 91.56 feet to the Eastern line of said 35 acre tract; thence along
the last named line South 23°56' West 228.81 feet to the point of beginning.
Also excepting therefrom that portion thereof conveyed to the City of Fremont, by deed from Franco
F. Beretta, et al., dated October 22, 1962, recorded February 4, 1963, on Reel 790, Image 348,
Instrument No. AU/20395, Alameda County Records.
Also excepting therefrom that portion thereof described in the deed from Franco Beretta, et al., to
the City of Fremont dated April 14, 1970, and recorded December 24, 1970, on Reel 2756, Image 000,
Xxxxxxxxxx Xx. 00-000000, Xxxxxxx Xxxxxx Records.
A.P. No. 525—0850—002—11
A-5
EXHIBIT A-6
LEGAL DESCRIPTION OF REAL PROPERTY
SCOTCHOLLOW APARTMENTS
![()](https://www.sec.gov/Archives/edgar/data/926660/000095013406016602/d38578d38578158.gif)
A-6
EXHIBIT A-7
LEGAL DESCRIPTION OF REAL PROPERTY
TOWERS OF WESTCHESTER PARK APARTMENTS
Being part of Parcel “B”, as shown on plat of subdivision entitled “Parcels A through D, Xxxxxx
Property”, recorded among the Land Records of Prince George’s County, Maryland, in Plat Book WWW 56
at plat no. 88; and being more particularly described as follows:
BEGINNING for the same at the easternmost corner of Parcel “B” as shown on the aforesaid plat, said
point also the end of the northeasterly or South 49°51'10'' East 340.62 foot line of the said Parcel
“B”; thence running with part of the outline of the said Parcel “B”, the following three (3)
courses and distances:
1) | South 48º42'30'' West 220.34 feet to a point; thence | |
2) | South 57º25'20'' West 180.40 feet to a point; thence | |
3) | South 66º31'30'' West 352.81 feet to a point; thence leaving the said outline and running through and across the said Parcel “B” the following four (4) courses and distances: | |
4) | North 23º28'30'' West 200.00 feet to a point; thence | |
5) | North 66º31'30'' East 84.74 feet to a point; thence | |
6) | North 23º28'30'' West 112.94 feet to a point; and thence | |
7) | North 00º47'10'' West 276.00 feet to a point; in the northerly or North 89º12'50'' East 710.11 foot line of the said Parcel “B”, 431.58 feet from the end thereof; thence running with part of the outline of the said Parcel “B” the following two (2) courses and distances: | |
8) | North 89º12'50'' East 431.58 feet to a point; and thence | |
9) | South 49º51'10'' East 340.62 feet to a point of beginning; containing 278,687 square feet or 6.3978 acres, more or less. |
Being in the 21st Election District of said County.
SUBJECT TO AND TOGETHER WITH the perpetual right in common with others, to the use of a 30 foot
right of way for ingress and egress as described in Easement Agreement recorded in Liber 4414 at
folio 937 among the Land Records for Prince George’s County, Maryland.
A-7-1
EXHIBIT B
PERMITTED ENCUMBRANCES
1. | Real Estate Ad Valorem Taxes for the year 2006 and subsequent years, not yet due and payable. | |
2. | All covenants, conditions, restrictions and other matters of record recorded or filed in the applicable records of the County in which the Real Property is located | |
3. | Rights of tenants (and subtenants) and/or lessees (and sublessees) in possession under any recorded or unrecorded leases or rental agreements. |
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XXXXXXXXXX XXXXXXXXX
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LEAD BASED PAINT DISCLOSURE
EVERY CONTRIBUTEE OF ANY INTEREST IN RESIDENTIAL REAL PROPERTY ON WHICH A RESIDENTIAL DWELLING WAS
BUILT PRIOR TO 1978 IS NOTIFIED THAT SUCH PROPERTY MAY PRESENT EXPOSURE TO LEAD FROM LEAD-BASED
PAINT THAT MAY PLACE YOUNG CHILDREN AT RISK OF DEVELOPING LEAD POISONING. LEAD POISONING IN YOUNG
CHILDREN MAY PRODUCE PERMANENT NEUROLOGICAL DAMAGE, INCLUDING LEARNING DISABILITIES, REDUCED
INTELLIGENCE QUOTIENT, BEHAVIORAL PROBLEMS, AND IMPAIRED MEMORY. LEAD POISONING ALSO POSES A
PARTICULAR RISK TO PREGNANT WOMEN. THE CONTRIBUTOR OF ANY INTEREST IN RESIDENTIAL REAL PROPERTY IS
REQUIRED TO PROVIDE THE CONTRIBUTEE WITH ANY INFORMATION ON LEAD-BASED PAINT HAZARDS FROM RISK
ASSESSMENTS OR INSPECTIONS IN THE CONTRIBUTOR’S POSSESSION, IF ANY, AND NOTIFY THE CONTRIBUTEE OF
ANY KNOWN LEAD-BASED PAINT HAZARDS. A RISK ASSESSMENT OR INSPECTION FOR POSSIBLE LEAD-BASED PAINT
HAZARDS IS RECOMMENDED PRIOR TO PURCHASE.
[Remainder of Page Left Blank Intentionally]
CONTRIBUTOR: | ||||||||||
VMS NATIONAL PROPERTIES JOINT VENTURE, an Illinois general partnership | ||||||||||
By: | VMS NATIONAL RESIDENTIAL PORTFOLIO I, an Illinois limited partnership | |||||||||
By: | MAERIL, INC., a Delaware corporation, its general partner | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | ||||||||||
By: | VMS NATIONAL RESIDENTIAL PORTFOLIO II, an Illinois limited partnership | |||||||||
By: | MAERIL, INC., a Delaware corporation, its general partner | |||||||||
By: | ||||||||||
Name: | ||||||||||
Its: | ||||||||||
PARENT: | ||||||||||
AIMCO PROPERTIES, L.P., a Delaware limited partnership | ||||||||||
By: | AIMCO-GP, INC., a Delaware corporation, its general partner |
|||||||||
By: | ||||||||||
Name: | ||||||||||
Its: | ||||||||||
2
CONTRIBUTEE: | ||||||||||
AIMCO PROPERTIES, LLC, a Delaware limited liability company | ||||||||||
By: | AIMCO PROPERTIES, L.P., a Delaware limited partnership, its sole member | |||||||||
By: | AIMCO-GP, INC., a Delaware corporation, its general partner |
|||||||||
By: | ||||||||||
Name: | ||||||||||
Its: | ||||||||||
3
EXHIBIT E
LEAD BASED PAINT FREE CERTIFICATIONS
E-1
![](https://www.sec.gov/Archives/edgar/data/926660/000095013406016602/d38578d38578151.gif)
E-2
![](https://www.sec.gov/Archives/edgar/data/926660/000095013406016602/d38578d38578152.gif)
E-3
![](https://www.sec.gov/Archives/edgar/data/926660/000095013406016602/d38578d38578153.gif)
E-4
![](https://www.sec.gov/Archives/edgar/data/926660/000095013406016602/d38578d38578154.gif)
X-0
![](https://www.sec.gov/Archives/edgar/data/926660/000095013406016602/d38578d38578155.gif)
X-0