UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 18, 1998
USF&G/Legg Mason Realty Partners Limited Partnership
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(Exact name of registrant as specified in its Certificate of Limited
Partnership)
Maryland 0-17633 75-2228850
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
incorporation)
6225 Centennial Way FB0101 Baltimore, Maryland 21209
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(Address of Principal executive offices)
Registrant's telephone number, including area code: (410) 205-6900
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Not Applicable
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(Former name or former address, if changed since last report.)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On September 18, 1998, USF&G/ Legg Mason Realty Partners Limited Partnership
(the "Partnership") sold St. Andrews Apartments at Westwood ("St. Andrews")
to America First Apartment Investors, L.P., a Delaware limited partnership.
The purchase price for the 259-unit, garden-style apartment complex in
Orlando, Florida was $15,550,000. Proceeds from the transaction of approximately
$15.2 million were used to repay the outstanding mortgage obligation on the
property of $8,500,000, the outstanding principal balance of the Cash Flow
Protector Loan of $3,149,734, and the outstanding principal balance of the
General Partner Loans of $200,000. The General Partners plan to distribute
the net proceeds from property sales in accordance with Section 4.4 of the
Partnership Agreement upon completion of the sales process.
The Partnership was organized as a limited partnership under the Maryland
Revised Uniform Limited Partnership Act pursuant to a Certificate of
Limited Partnership filed with the Maryland State Department of Assessments
and Taxation on April 12, 1988 and a Limited Partnership Agreement and Amended
Certificate of Limited Partnership dated as of June 16, 1988 as subsequently
amended. The Partnership was formed to acquire, hold, lease and ultimately
dispose of income-producing commercial and multifamily residential rental
properties located primarily in the Eastern United States.
Item 7. Financial Statements and Exhibits
(a) Pro Forma Financial Information - USF&G/Legg Mason Realty Partners
Limited Partnership
Unaudited Pro Forma Condensed Balance Sheet - June 30, 1998
Unaudited Pro Forma Condensed Statement of Operations - Six Months
ended June 30, 1998
Unaudited Pro Forma Condensed Statement of Operations - Year ended
December 31, 1997
Notes to Unaudited Pro Forma Condensed Financial Statements
(b) Exhibit -- Purchase and Sale Agreement between USF&G/ Legg Mason
Realty Partners Limited Partnership, a Maryland limited Partnership
and America First Apartment Investors, L.P., a Delaware limited
partnership.
Item 7 (a). Pro Forma Financial Information
USF&G/Legg Mason Realty Partners Limited Partnership
Pro Forma Condensed Financial Statements
The accompanying Unaudited Pro Forma Condensed Balance Sheet as of June 30, 1998
gives effect to the Disposition of St. Andrews (the "Disposition") to
America First Apartment Investors, L.P. on September 18, 1998 as if the
transaction had occurred as of June 30, 1998. The accompanying Pro Forma
Unaudited Forma Condensed Statement of Operations for the six months ended
June 30, 1998 and the year ended December 31, 1997 reflect the historical
results of the Partnership adjusted to give effect to the Disposition as if
the transaction had occurred as of January 1, 1997.
The unaudited pro forma financial statements presented herein are presented for
information purposes only and are not necessarily indicative of what the
actual results of operations of the Partnership would have been for the periods
presented had the Disposition occurred on January 1, 1997, nor do they
purport to represent the results for future periods. These unaudited pro forma
condensed financial statements should be read in conjunction with the audited
financial statements of the Partnership included in its Form 10-K for the year
ended December 31, 1997, and the unaudited financial statements of the
Partnership included in its Form 10-Q for the six months ended June 30, 1998.
The unaudited pro forma adjustments are based upon this financial information
and certain other assumptions included in the notes to the unaudited pro forma
financial statements.
<PAGE>
USF&G/Legg Mason Realty Partners Limited Partnership
Unaudited Pro Forma Condensed Balance Sheet
June 30, 1998
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Partnership Pro Forma Partnership
Historical Adjustments As Adjusted
-------------------------------------------------------
(Note B)
Assets
Real Estate Investments $26,928,387 $(10,961,306) (a) $15,967,081
Cash and Cash Equivalents 1,132,582 2,772,763 (a) 3,970,310
Restricted Cash Escrow 14,874 - 14,874
Accounts Receivable 177,585 (2,285) (a) 175,300
Other Assets 467,919 (103,420) (a) 364,499
-------------------------------------------------------
Total Assets $28,721,347 $(8,294,248) $20,492,064
=======================================================
Liabilities
Mortgages Payable $21,325,008 $(8,500,000) (b) $12,825,008
Accounts Payable and Other Liabilities 689,199 (257,559) (a) 431,640
St. Andrews Construction Loan 362,000 (362,000) (a) -
Due to General Partners and Affiliates 2,653,771 (269,965) (b) 2,453,771
Cash Flow Protector Loan 3,149,734 (3,149,734) (b) -
-------------------------------------------------------
28,179,712 (12,543,258) 15,710,419
Partners Equity (Deficit)
General Partners (238,996) 42,400 (c) (196,596)
Assignor and Assignee Limited Partners,
1,094,283 Units Issued and Outstanding 780,631 4,197,610 (c) 4,978,241
-------------------------------------------------------
541,635 4,240,010 4,781,645
-------------------------------------------------------
Total Liabilities and Partners' Equity $28,721,347 $(8,294,248) $20,492,064
=======================================================
</TABLE>
See accompanying notes to unaudited pro forma financial statements.
<PAGE>
USF&G/Legg Mason Realty Partners Limited Partnership
Unaudited Pro Forma Condensed Statement of Operations
Six Months Ended June 30, 1998
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Partnership Pro Forma Partnership
Historical Adjustments As Adjusted
-------------------------------------------------------
(Note C)
Revenue:
Rental Income $2,719,274 $(1,093,957) (a) $1,625,317
Expenses:
Property Operating 997,404 (456,003) (a) 541,401
St. Andrews Repair and Legal Costs 3,025 (3,025) (a) -
General and Administrative 62,285 - 62,285
Interest 981,773 (483,895) (a) 497,878
Depreciation and amortization 400,425 (134,389) (a) 266,036
-------------------------------------------------------
Total Expenses 2,444,912 (1,077,312) 1,367,600
-------------------------------------------------------
Net Income Before Extraordinary Item 274,362 (16,645) 257,717
Extraordinary Item- Extinguishment of Debt 1,700,000 - 1,700,000
Gain on Sale of Property - 4,240,010 (b) 4,240,010
-------------------------------------------------------
Net Income $1,974,362 $4,223,365 $6,197,727
=======================================================
Net Income before Extraordinary Item Per Limited
Partner Unit $ .25 $ .23
================ ==================
Net Income Per Limited Partner Unit $ 1.79 $ 5.61
================ ==================
</TABLE>
See accompanying notes to unaudited pro forma financial statements.
<PAGE>
USF&G/Legg Mason Realty Partners Limited Partnership
Unaudited Pro Forma Condensed Statement of Operations
Year Ended December 31, 1997
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Partnership Pro Forma Partnership
Historical Adjustments As Adjusted
-------------------------------------------------------
(Note C)
Revenue:
Rental Income $5,239,669 $(2,104,510) (a) $3,135,159
Expenses:
Property Operating 2,024,911 (1,002,653) (a) 1,022,258
St. Andrews Repair and Legal Costs (146,149) 146,149 (a) -
General and Administrative 123,345 - 123,345
Interest 2,236,910 (1,236,297) (a) 1,000,613
Depreciation and amortization 1,363,055 (474,377) (a) 888,678
-------------------------------------------------------
Total Expenses 5,602,072 (2,567,178) 3,034,894
-------------------------------------------------------
Net Income from Operations (362,403) 462,668 100,265
Gain on Sale of Property - 4,240,010 (b) 4,240,010
-------------------------------------------------------
Net Income (Loss) $ (362,403) $4,702,678 $4,340,275
=======================================================
Net Income (Loss) Per Limited Partner Unit $ (.33) $ 3.93
================ ==================
</TABLE>
See accompanying notes to unaudited pro forma financial statements.
<PAGE>
USF&G/ Legg Mason Realty Partners Limited Partnership
Notes to Unaudited Pro Forma Condensed Financial Statements
Note A Basis of Presentation
The accompanying unaudited pro forma condensed balance sheet as of June 30, 1998
gives effect to the disposition of St. Andrews as if this transaction had
occurred as of June 30, 1998. The accompanying unaudited pro forma condensed
statement of operations for the six months ended June 30, 1998 and for the year
ended December 31, 1997, gives effect to the disposition of St. Andrews as if
the transaction had occurred on January 1, 1997.
Note B Adjustments to Pro Forma Condensed Balance Sheet
The accompanying unaudited pro forma balance sheet as of June 30, 1998 reflects
certain adjustments which were required to give effect to matters directly
attributable to the disposition of St. Andrews. Explanations of the adjustments
are as follows:
(a) Eliminate assets and liabilities related to St. Andrews.
(b) Record pay down of the mortgage payable, Cash Flow Protector Loan,
and the General Partner Loans.
(c) Record net gain resulting from the disposition.
Note C Adjustments to Pro Forma Condensed Statements of Operations
The accompanying unaudited pro forma condensed statements of operations for the
six months ended June 30, 1998 and the year ended December 31, 1997 reflect
certain adjustments which are explained below. These adjustments are required
to give effect to matters directly attributable to the disposition of St.
Andrews. Explanations of the adjustments are as follows:
(a) Eliminate revenues and expenses of St. Andrews and interest
related to the Partnership loans paid down with the sale proceeds.
(b) Record net gain resulting from the disposition.
Note D Net Income Per Limited Partner Unit
Net income of the Partnership is allocated 1% to the General Partners and 99% to
the Limited Partners. The weighted average number of limited partner units
outstanding used in the calculation of net loss per limited partner unit for
the six months ended June 30, 1998 and the year ended December 31, 1997 was
1,094,283 on a primary basis.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
USF&G/Legg Mason Realty Partners
Limited Partnership
--------------------------------------------
(Registrant)
By: USF&G Realty Partners, Inc.,
A General Partner
October 2, 1998 /s/ Joseph A. Wesolowski
Date:-------------------- --------------------------------------------
Joseph A. Wesolowski
Vice President and Chief Accounting Officer
PURCHASE AND SALE AGREEMENT
---------------------------
THIS AGREEMENT is made as of the ____ day of July, 1998, between USF&G/LEGG
MASON REALTY PARTNERS LIMITED PARTNERSHIP, a Maryland limited partnership
("Seller"), and AMERICA FIRST APARTMENT INVESTORS, L.P., a Delaware limited
partnership ("Buyer").
Background
----------
Buyer wishes to purchase an apartment complex known as St. Andrews at
Westwood in the City of Orlando, County of Orange, State of Florida, owned by
Seller;
Buyer has made an offer to purchase the apartment complex and Seller is
willing to sell the apartment complex to Buyer on the terms and conditions
hereinafter set forth.
NOW THEREFORE, in consideration of the mutual agreements herein, and other
good and valuable consideration, the receipt of which is hereby acknowledged,
Seller agrees to sell and Buyer agrees to purchase the Property (as hereinafter
defined) containing the apartment complex on the following
terms and conditions:
<PAGE>
0. DEFINITIONS
-----------
As used in this Agreement, the following terms shall have the following
meanings:
0. Agreement means this agreement as it may be amended from time to time.
1. Allocation Date means the close of business on the day immediately prior
to the Closing Date.
2. Buyer means the party identified as Buyer on the initial page hereof.
3. Closing means generally the execution and delivery of those documents
and funds necessary to effect the sale of the Property by
by Seller to Buyer.
4. Closing Date means the date on which the Closing occurs.
5. Contracts means all service contracts, agreements or other instruments
to be assigned by Seller to Buyer at Closing, as listed on
Exhibit 1.6 attached hereto.
6. Day means a calendar day, whether or not the term is capitalized.
<PAGE>
7. Earnest Money Deposit means the deposit delivered by Buyer to Escrow
Agent prior to the Closing under Section 2.2 of this
Agreement, together with the earnings thereon, if any.
8. Escrow Agent means Rogers, Towers, Bailey, Jones & Gay, Attorneys,
whose address is Suite 1500, 1301 Riverplace Boulevard,
Jacksonville, Florida 32207 (Fax 904/396-0663), or any successor
Escrow Agent.
9. Existing Survey means that certain Boundary Survey prepared by Lochrane
Engineering, Inc., Project No. 88069.10, dated November 15, 1989,
last updated September 22, 1997, a copy of which is attached hereto as
Exhibit 1.10.
10. Hazardous Material means any petroleum, petroleum product, dry cleaning
solvent or chemical or biological waste, or any other hazardous or
toxic substance as defined in or regulated by any environmental law
in effect at the pertinent date or dates.
11. Improvements means any buildings, structures and other improvements
situated on the Real Property.
12. Inspection Period means the period of time which expires at the end of
business on the thirtieth (30th) day after the date of execution by the
last of Buyer or Seller to execute this Agreement and transmit a copy
of the fully executed Agreement to the other. If such expiration date
is a weekend or national holiday, the Inspection Period shall expire at
the end of business on the next immediately succeeding business day.
13. Leases means all leases and other occupancy agreements permitting
persons to lease or occupy units in the Property.
14. Permitted Exceptions means only the interests, liens, encumbrances and
other matters described in the documents listed on Exhibit 1.15
attached hereto.
15. Personal Property means (a) the sprinkler, plumbing, heating,
air-conditioning, electric power or lighting, incinerating,
ventilating and cooling systems, with each of their respective
appurtenant furnaces, boilers, engines, motors, dynamos, radiators,
pipes, wiring and other apparatus, equipment and fixtures, elevators,
partitions, fire prevention and extinguishing systems located in or on
the Improvements and (b) all other personal property used in connection
with the Improvements, provided the same are now owned or are acquired
by Seller prior to the Closing.
16. Property means collectively the Real Property, the Improvements and the
Personal Property.
<PAGE>
17. Prorated means the allocation of items of expense or income between
Buyer and Seller based upon that percentage of the time period as to
which such item of expense or income relates which has expired as of
the date at which the proration is to be made.
18. Purchase Price means the consideration agreed to be paid by Buyer to
Seller for the purchase of the Property as set forth in Section 2.1
(subject to adjustments as provided herein).
19. Real Property means the lands more particularly described on Exhibit
1.20, together with all easements, licenses, privileges,
rights of way and other appurtenances pertaining to or accruing to
the benefit of such lands.
20. Rent Roll means the list of Leases attached hereto as Exhibit 1.21,
identifying the leased space, rents, security deposits and other
pertinent matters concerning each tenant. The Rent Roll shall be
updated at Closing to reflect any new leases or modifications to the
Leases entered into by Seller after the date of this Agreement.
21. Seller means the party identified as Seller on the initial page hereof.
22. Survey means a map of a stake survey of the Real Property which shall
comply with the minimum standard detail requirements of the state
in which the Real Property is located, acceptable to the Title
Insurance company providing the Title Insurance to Buyer, certified
to Buyer, Seller, the Title Insurance company, Buyer's lender and
Escrow Agent, and dated as of the date the Survey was made.
23. Title Defect means any exception in the Title Insurance Commitment
or any matter disclosed by the Survey that is not listed as a
Permitted Exception on Exhibit 1.15 attached hereto.
24. Title Insurance means an ALTA Form B Owners Policy of Title Insurance
for the full Purchase Price insuring marketable title in
Buyer in fee simple, subject only to the Permitted Exceptions and other
matters acceptable to Buyer.
25. Title Insurance Commitment means a binder whereby the title insurer
agrees to issue the Title Insurance to Buyer.
26. Transaction Documents means this Agreement, the deed conveying the
Property, the assignment of leases, the bill of sale conveying
the Personal Property and all other documents required or appropriate
in connection with the transactions contemplated hereby.
<PAGE>
1. PURCHASE PRICE AND PAYMENT
--------------------------
0. Purchase Price; Payment.
() Purchase Price and Terms. The total Purchase Price for the
Property (subject to adjustment as provided herein) shall be $15,825,000.00.
The Purchase Price shall be payable at Closing by wire transfer of immediately
available funds pursuant to wiring instructions furnished by Seller.
(a) Adjustments to the Purchase Price. The Purchase Price shall be
adjusted as of the Closing Date by:
(0) prorating the Closing year's real and tangible personal
property taxes as of the Allocation Date, taking into account the maximum
discount available (if the amount of the current year's property taxes are not
available, such taxes will be prorated based upon the prior year's assessment);
(1) prorating as of the Allocation Date cash receipts and
expenditures and other items customarily prorated in transactions of this sort;
and
(2) subtracting the amount of security deposits, prepaid rents
from tenants under the Leases, and credit balances, if any, of any tenants,
provided Buyer shall open and deposit at Closing in an escrow account for the
benefit of the tenants, an amount equal to such security deposits, prepaid rents
and credit balances. Within ten (10) days of the Closing, Buyer will notify the
tenants of the status and whereabouts of their security deposits, prepaid rents
and credit balances. Any rents or tenant reimbursements payable or paid after
the Allocation Date but applicable to periods on or prior to the Allocation
Date may be retained by Buyer and no post-closing reconciliation shall be made
by Buyer and Seller. At Closing Seller shall relinquish its right to seek
recovery of any delinquent sums not reimbursed or credited to it on or before
the Closing, and Seller will not interfere in any efforts of Buyer after the
Closing to collect any sums due. Seller will remit to Buyer promptly after
receipt any rents or tenant reimbursements received by Seller after Closing
which are attributable to periods occurring after the Allocation Date.
1. Earnest Money Deposit. An Earnest Money Deposit in the amount of
$500,000.00 shall be delivered by Buyer to Escrow Agent within three (3) days
following the date of execution by the last of Buyer or Seller to execute this
Agreement. This Agreement may be terminated by Seller if the Earnest Money
Deposit is not received by Escrow Agent by such deadline. The Earnest Money
Deposit paid by Buyer shall be invested by the Escrow Agent in an interest
bearing account at First Union National Bank, shall be held as specifically
provided in this Agreement and shall be applied to the Purchase Price at
the Closing.
<PAGE>
2. Closing Costs.
() Seller shall pay:
(0) Documentary stamp and other transfer taxes imposed upon the
deed conveying the Real Property; and
(1) Seller's attorneys' fees.
(a) Buyer shall pay:
(0) Documentary stamp and other taxes and intangible taxes
imposed upon the transactions contemplated hereby, except for the documentary
stamp and other transfer taxes imposed upon the deed conveying the Real
Property;
(1) Title insurance premium and any search fees for an owner's
policy in the amount of the Purchase Price;
(2) Cost of the Survey;
(3) Cost of Buyer's due diligence inspection;
(4) Cost of any environmental site assessment obtained by Buyer;
(5) Cost of recording the deed; and
(6) Buyer's attorneys' fees.
<PAGE>
2. INSPECTION PERIOD AND CLOSING
-----------------------------
0. Inspection Period.
() Buyer agrees that it will have the Inspection Period to physically
inspect the Property and to otherwise conduct its due diligence review of the
Property. Buyer hereby agrees to indemnify and hold Seller harmless from any
damages, liabilities or claims for property damage or personal injury arising
out of such inspection and investigation by Buyer or its agents or independent
contractors. Buyer may elect to terminate this Agreement for any reason by
giving written notice of termination to Seller within the Inspection Period.
If such notice of termination is not timely given, then this Agreement and all
rights, duties and obligations of Buyer and Seller hereunder shall continue in
full force and effect after the end of the Inspection Period and the Earnest
Money Deposit shall become non-refundable except as otherwise provided in this
Agreement. If Buyer's notice of termination is timely given, this Agreement
and all rights, duties and obligations of Buyer and Seller hereunder, except
any which expressly survive termination, shall terminate and Escrow Agent
shall forthwith return to Buyer the Earnest Money Deposit subject to the
condition of receipt in Section 3.1(b) below.
(a) Buyer, through its officers, employees and other authorized
representatives and at Buyer's expense, shall have the right to reasonable
access to the Property and the leasing and building condition records of Seller
related thereto, at reasonable times during the Inspection Period for the
purpose of inspecting the Property, taking soil borings, conducting Hazardous
Materials inspections, reviewing such records of Seller and otherwise conducting
its due diligence review of the Property. Seller shall cooperate with and assist
Buyer in making such inspections and reviews. Seller shall give Buyer any
authorizations which may be required by Buyer in order to gain access to records
or other information pertaining to the Property or the use thereof maintained
by any governmental or quasi-governmental authority or organization. If the
transaction does not close, Buyer shall deliver to Seller copies of all due
diligence items obtained or produced by Buyer relating to the Property,
including without limitation all surveys, title searches, building inspections,
environmental reports and market studies. The delivery of all such due
diligence items to Seller is a condition precedent of Buyer's receipt of
its Earnest Money Deposit pursuant to Section 3.1(a) above. Buyer and any of
its agents, representatives or independent contractors shall not contact any
tenant of the Property without Seller's prior written approval, and Seller
shall have the right to be present during all tenant interviews.
1. Time and Place of Closing. Unless otherwise agreed by the parties,
the Closing shall take place at the offices of Escrow Agent at 10:00 A.M. on
the date which is the fifteenth (15th) day following the expiration of the
Inspection Period. If such date is a weekend or national holiday, the Closing
shall take place on the next immediately succeeding business day.
<PAGE>
3. WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER
---------------------------------------------------
Seller, based on reasonable information and belief, warrants and represents
as follows and where indicated covenants and agrees as follows:
0. Organization; Authority. Seller is a limited partnership duly
organized, validly existing and in good standing under the laws of the state
of Maryland, is authorized to transact business in the state in which the
Property is located, has full power and authority to enter into and perform
this Agreement in accordance with its terms, and the persons executing this
Agreement and other Transaction Documents have been duly authorized to do so on
behalf of Seller. Seller is not a "foreign person" under Sections 1445 or 897
of the Internal Revenue Code nor is this transaction subject to any
withholding under any state or federal law.
1. Authorization; Validity. This Agreement has been duly and validly
executed and delivered by Seller and (assuming the valid execution and delivery
of this Agreement by Buyer) constitutes a legal, valid and binding agreement of
Seller enforceable against it in accordance with its
terms.
2. Commissions. Seller has neither dealt with nor does it have any
knowledge of any broker or other party who has or may have any claim against
Seller or the Property for a brokerage commission or finder's fee or like
payment arising out of or in connection with the transaction provided
herein.
3. Litigation. There is no litigation or proceeding pending against
Seller relating to the Property that would have a material adverse effect on
the Property or Seller's ability to perform its obligations hereunder.
4. Leases. There are no Leases affecting the Property, oral or written,
except as listed on the Rent Roll, and any additional Leases or modifications
entered into between the date of this Agreement and the Closing Date. Seller
may enter into any additional leases or modifications to the Leases until
Closing without notice to or consent of Buyer. No rent or reimbursement has
been paid more than one (1) month in advance and no security deposit has been
paid, except as stated on the Rent Roll.
5. Contracts. Except for Leases and Permitted Exceptions, there are no
management, service, maintenance, utility or other contracts or agreements
affecting the Property, oral or written, other than those set forth on Exhibit
1.6 which extend beyond the Closing Date and which would bind Buyer or encumber
the Property, at Buyer's option, more than thirty (30) days after Closing.
<PAGE>
6. Rent Roll. The Rent Roll is true and correct in all material respects.
7. Condemnation. Seller has not received notice of any proceeding in the
nature of a condemnation proceeding involving the Property.
8. Environmental Matters. Seller has not caused any release or disposal
of any Hazardous Material at the Property in any material quantity.
Buyer acknowledges that, except as expressly represented and warranted by
Seller in this Article 4, there have been no representations or warranties,
express or implied, upon which Buyer is relying which have been made by Seller
or upon Seller's behalf relating in any way to the Property, including, without
limitation, the condition of the Property, any restrictions related to or
approvals required for the development of the Property, or the suitability of
the Property for any purposes whatsoever, and that subject to any and all
conditions to Buyer's obligations described in this Agreement and to Seller's
representations and warranties expressed in this Agreement, Buyer is acquiring
the Property "as is," subject to all faults of every kind and nature whatsoever
whether latent or patent and whether now or hereafter existing. Seller's
representations, warranties and covenants contained in this Article 4
shall merge with the delivery of the deed and not survive the Closing.
If after the date of this Agreement Buyer discovers or is deemed to have
known that any representation or warranty of Seller in this Article 4 has
become false or misleading in any way and Buyer consummates the Closing, then
Buyer shall have waived all claims or actions under this Agreement or applicable
law relating to such representations or warranties. Such waiver shall survive
the Closing of the transactions contemplated in this Agreement.
As use in this Article 4, the term "reasonable information and belief"
shall mean only the actual, current, conscious knowledge without inquiry (not
the constructive, imputed or implied knowledge) of Seller's representatives,
Lynne Moulton and Charles Werhane.
4. WARRANTIES, REPRESENTATIONS AND COVENANTS OF BUYER
--------------------------------------------------
Buyer, based on reasonable information and belief, hereby warrants and
represents as follows and where indicated covenants and agrees as follows:
<PAGE>
0. Organization; Authority. Buyer is duly organized, validly existing
and in good standing under the laws of the state of its organization and is or
will be by Closing authorized to transact business in the state in which the
Property is located. Buyer has full power and authority to enter into and
perform this Agreement in accordance with its terms, and the persons executing
this Agreement and other Transaction Documents on behalf of Buyer have
been duly authorized to do so.
1. Authorization; Validity. The execution, delivery and performance of
this Agreement and the other Transaction Documents have been duly and validly
authorized by the Board of Directors of Buyer. This Agreement has been duly
and validly executed and delivered by Buyer and (assuming the valid execution
and delivery of this Agreement by Seller) constitutes a legal, valid and binding
agreement of Buyer enforceable against it in accordance with its terms.
2. Commissions. Buyer has neither dealt with nor does it have any
knowledge of any broker or other party who has or may have any claim against
Buyer for a brokerage commission or finder's fee or like payment arising out
of or in connection with the transaction provided herein.
3. Resources. Buyer has the financial resources to timely consummate the
transactions contemplated by this Agreement.
5. POSSESSION; RISK OF LOSS; AS-IS ACQUISITION
-------------------------------------------
0. Possession. Possession of the Property, subject to the rights of
occupancy tenants, will be transferred to Buyer at the conclusion of the
Closing.
1. Risk of Loss. All risk of loss to the Property shall remain upon
Seller until the conclusion of the Closing. If, before the possession of the
Property has been transferred to Buyer, any material portion of the Property
is damaged by fire or other casualty and will not be restored by the Closing
Date or if any material portion of the Property is taken by eminent domain or
there is a material obstruction of access to the Improvements by virtue of a
taking by eminent domain, Seller shall, within ten (10) days of such damage or
taking, notify Buyer thereof and Buyer shall have the option to:
() terminate this Agreement upon notice to Seller given within ten
(10) business days after such notice from Seller, in which case Buyer shall
receive a return of its Earnest Money Deposit; or
(a) proceed with the purchase of the Property, in which event
Seller shall assign to Buyer all Seller's right, title and interest in all
amounts due or collected by Seller under the insurance policies or as
condemnation awards.
<PAGE>
As used in this Section 6.2, the term "material" shall mean not less than
a market value of $250,000.
2. AS-IS ACQUISITION. BUYER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY
REPRESENTED AND WARRANTED BY SELLER IN THIS AGREEMENT, THERE HAVE BEEN
NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, UPON WHICH BUYER IS
RELYING WHICH HAVE BEEN MADE BY SELLER OR UPON SELLER'S BEHALF RELATING IN ANY
WAY TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE
PROPERTY, ANY RESTRICTIONS RELATED TO OR APPROVALS REQUIRED FOR THE DEVELOPMENT
OF THE PROPERTY, OR THE SUITABILITY OF THE PROPERTY FOR ANY PURPOSES WHATSOEVER,
AND THAT SUBJECT TO ANY AND ALL CONDITIONS TO BUYER'S OBLIGATIONS DESCRIBED IN
THIS AGREEMENT AND TO SELLER'S REPRESENTATIONS AND WARRANTIES EXPRESSED IN THIS
AGREEMENT, BUYER IS ACQUIRING THE PROPERTY "AS IS," SUBJECT TO ALL FAULTS OF
EVERY KIND AND NATURE WHATSOEVER WHETHER LATENT OR PATENT AND WHETHER NOW OR
HEREAFTER EXISTING, AND BUYER WAIVES ALL OBJECTIONS OR CLAIMS AGAINST SELLER
ARISING FROM OR RELATED TO THE PROPERTY OR ITS CONDITION. SELLER SHALL NOT BE
RESPONSIBLE FOR ANY WORK OR IMPROVEMENT NECESSARY TO CAUSE THE PROPERTY TO MEET
ANY APPLICABLE LAW, ORDINANCE, REGULATION OR CODE OR TO BE SUITABLE FOR ANY
PARTICULAR USE OR FOR ANY OTHER WORK EXCEPT THAT WHICH IS COVERED BY AN EXPRESS
WARRANTY OR REPRESENTATION MADE HEREIN BY SELLER.
BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED BY
SELLER OR OTHERWISE OBTAINED BY BUYER WITH RESPECT TO THE PROPERTY WAS
OBTAINED BY BUYER FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY
INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO
REPRESENTATIONS AS TO THE ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH
INFORMATION AND THAT SELLER IS NOT, AND SHALL NOT BE, LIABLE OR BOUND IN ANY
MANNER BY ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR INFORMATION
PERTAINING TO THE PROPERTY, OR THE OPERATION OR CONDITION THEREOF, FURNISHED
BY ANY ADVISOR, ATTORNEY, REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE OR
OTHER PERSON.
THE PROVISIONS OF THIS SECTION 6.3 SHALL SURVIVE THE CLOSING OF THE
TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT.
<PAGE>
3. Waiver and Release. Except with respect to any claims arising out of
any breach of express and specific covenants, representations or warranties of
Seller set forth in this Agreement that survive the Closing, Buyer, for itself
and its agents, affiliates, successors and assigns, effective as of the Closing
Date, hereby releases and forever discharges Seller, its agents, partners,
affiliates, successors and assigns from any and all rights, claims and demands
at law or in equity, whether known or unknown as of the Closing Date, which
Buyer has or may thereafter have in the future, arising out of the physical,
environmental, economic or legal condition of the Property. The provisions of
this Section 6.4 shall survive the Closing of the transactions contemplated in
this Agreement.
6. TITLE MATTERS
-------------
0. Title.
() Title Insurance. Within ten (10) days after the execution hereof,
Seller's counsel shall deliver to Buyer the Title Insurance Commitment
(including legible copies of all recorded exceptions noted therein) ordered
from Chicago Title Insurance Company. Seller agrees to make available to Buyer
copies of any existing title information it may have in its possession
concerning the Property. Buyer will have until the end of the Inspection
Period to notify Seller in writing of any Title Defects. Any Title Defect
which is not timely specified in Buyer's written notice to Seller of Title
Defects shall be deemed added to the list of Permitted Exceptions. Seller
shall notify Buyer in writing within five (5) days of Buyer's notice if Seller
will endeavor to cure any Title Defect, but Seller shall have no obligation to
cure any Permitted Exception. If Seller elects not to cure or if such
Title Defects are not cured by Seller within thirty (30) days of Seller's
notice to cure, Buyer shall have the right, in lieu of any other remedies, to:
(i) refuse to purchase the Property, terminate this Agreement and receive a
return of the Earnest Money Deposit; or (ii) waive such Title Defects and close
the purchase of the Property subject to them.
(a) Survey. Buyer may order Surveys of the Property and may review
them within the same period as is provided above for the review of title.
7. CONDITIONS PRECEDENT
--------------------
0. Conditions Precedent to Buyer's Obligations. The obligations of Buyer
under this Agreement are subject to satisfaction or waiver by Buyer of each of
the following conditions or requirements on or before the Closing Date:
<PAGE>
() A Title Insurance Commitment in the full amount of the Purchase
Price shall have been issued and "marked down" through Closing, subject only to
Permitted Exceptions.
(a) Seller shall have delivered to Buyer the following in form
reasonably satisfactory to Buyer:
(0) A special warranty deed in the form described on Exhibit
8.1(b)(1) attached hereto, duly executed and acknowledged by Seller so as to
convey to Buyer the fee simple title to the Property, subject only to the
Permitted Exceptions;
(1) Originals, if available, or if not, true copies of the Leases
described on the Rent Roll updated by Seller at Closing and of the contracts,
agreements, permits and licenses, and such other materials as may be in the
possession or control of Seller;
(2) An assignment to Buyer of all Leases and the contracts,
agreements, permits and licenses (to the extent assignable) as they affect the
Property, in the form described on Exhibit 8.1(b)(3) attached hereto;
(3) A bill of sale with respect to the Personal Property in a
form described on Exhibit 8.1(b)(4) attached hereto;
(4) A then-current rent roll for all Leases;
(5) A limited assignment of all assignable existing warranties
relating to the Property in a form described on Exhibit 8.1(b)(6) attached
hereto;
(6) An owner's affidavit in a form described on Exhibit 8.1(b)(7)
attached hereto, a non-foreign affidavit, any non-tax withholding certificates
and such other documents as may reasonably be required by the Title Insurance
company to effectuate the provisions of this Agreement and the transactions
contemplated herein;
(7) Resolutions of Seller authorizing the transactions described
herein;
(8) All keys and other means of access to the Improvements in the
possession of Seller or its agents; and
(9) Such other documents as Buyer may reasonably request to
effect the transactions contemplated by this Agreement.
In the event that all of the foregoing provisions of this Section 8.1
are not satisfied and Buyer elects in writing to terminate this Agreement, then
the Earnest Money Deposit shall be promptly delivered to Buyer by Escrow Agent
and, upon the making of such delivery, neither party shall have any further
claim against the other by reasons of this Agreement, except as provided in
Article 9.
<PAGE>
1. Conditions Precedent to Seller's Obligations. The obligations of Seller
under this Agreement are subject to satisfaction or waiver by Seller of each of
the following conditions or requirements on or before the Closing date:
() Buyer shall have delivered to Seller at or prior to the Closing
the following, which shall be reasonably satisfactory to Seller:
(0) Delivery and/or payment of the balance of the Purchase Price
in accordance with Section 2.1 at Closing;
(1) Resolutions of Buyer authorizing the transactions described
herein; and
(2) Such other documents as Seller may reasonably request to
effect the transactions contemplated by this Agreement.
In the event that all of the foregoing provisions of this Section 8.2 are
not satisfied and Seller elects in writing to terminate this Agreement, then
the Earnest Money Deposit shall be promptly delivered to Seller by Escrow Agent
and, upon the making of such delivery, neither party shall have any further
claim against the other by reasons of this Agreement, except as provided in
Article 9.
<PAGE>
8. BREACH; REMEDIES
----------------
0. Breach by Seller. In the event of a breach of Seller's covenants or
warranties herein and the failure by Seller to cure such breach within the time
provided for Closing, Buyer may, at Buyer's election (i) terminate this
Agreement and receive a return of the Earnest Money Deposit, and the parties
shall have no further rights or obligations under this Agreement (except as
survive termination); (ii) enforce this Agreement by suit for specific
performance; or (iii) waive such breach and close the purchase contemplated
hereby, notwithstanding such breach. Except as provided in the next following
sentence Buyer have no right to seek or recover monetary damages from Seller
as a result of any breach or default by Seller under this Agreement, and Buyer
hereby waives and relinquishes any right to seek or recover monetary damages
from Seller, except in the case of the next following sentence. If Seller
willfully defaults hereunder (as contrasted with a failure of condition), and
Buyer elects remedy (i) above, Seller shall reimburse Buyer for Buyer's
actual third-party out-of-pocket expenses incurred in connection with Buyer's
review of title, survey and other due diligence, said reimbursements not to
exceed in the aggregate the sum of $25,000.
1. Breach by Buyer. In the event of a breach of Buyer's covenants or
warranties herein and failure of Buyer to cure such breach within the time
provided for Closing, Seller's sole remedy shall be to terminate this Agreement
and retain Buyer's Earnest Money Deposit as agreed liquidated damages for such
breach, and upon payment in full to Seller of such amounts, the parties shall
have no further rights, claims, liabilities or obligations under this Agreement,
except that Buyer's indemnity given under Section 3.1 shall survive termination
and is not limited by the liquidated damage provision.
<PAGE>
9. MISCELLANEOUS
-------------
0. Confidentiality. The transactions contemplated by this Agreement and
all information obtained by Buyer relating to the Property shall be treated as
confidential information by Buyer, and Buyer may only disclose such information
to its attorneys, accountants and other consultants, lenders and prospective
lenders, or where disclosure is required by law. This agreement of
confidentiality may be more specifically described in a separate Confidentiality
Agreement executed by the parties in connection with this Agreement. Buyer shall
instruct all of its employees, agents, representatives and contractors as to the
confidentiality of all such information pursuant to this paragraph 10.1 and any
Confidentiality Agreement. In the event that this transaction does not close
for any reason, then Buyer shall maintain the confidentiality of such
information, and shall require its agents, representatives and accountants not
to disclose any such information to any other party. The provisions of this
Section 10.1 shall survive the Closing or termination of this Agreement.
1. No Personal Liability. Buyer acknowledges that this Agreement is
entered into by an entity as Seller, and Buyer agrees that no
individual officer or director or other representative of Seller shall have
any personal liability under this Agreement or any document executed in
connection with the transactions contemplated by this Agreement.
2. Radon Gas. Radon is a naturally occurring radioactive gas which, when
it has accumulated in a building in sufficient quantities, may present health
risks to persons who are exposed to it over time. Levels of radon which exceed
federal and state guidelines have been found in buildings in the state in which
the Property is located. Additional information regarding radon and radon
testing may be obtained from the county public health unit.
3. Entire Agreement. This Agreement, together with the exhibits attached
hereto, constitutes the entire agreement between the parties hereto with respect
to the subject matter hereof and may not be modified, amended or otherwise
changed in any manner except by a writing executed by Buyer and Seller.
4. Notices. All written notices and demands of any kind which either
party may be required or may desire to serve upon the other party in connection
with this Agreement shall be served by personal delivery, certified or
overnight mail, reputable overnight courier service or facsimile
(followed promptly by hard copy) at the addresses set forth below:
<PAGE>
As to Buyer: America First Apartment Investors, L.P.
Attention: Joseph N. Grego
America First Companies
399 Park Avenue
New York, New York 10022
Telephone: 212/935-8760
Facsimile: 212/935-8765
With a copy to: Kutak Rock
Attention: Mark R. Nethers, Esq.
3300 North Central Avenue, Suite 1600
Phoenix, Arizona 85012
Telephone: 602/285-1700
Facsimile: 602/285-1868
As to Seller: USF&G/Legg Mason Realty Partners
Limited Partnership
United States Fidelity and Guaranty Co.
Attention: Nick E. McCoy, Esq.
6225 Smith Avenue
Baltimore, Maryland 21209
Telephone: 410/205-6337
Facsimile: 410/205-6369
With a copy to: Rogers, Towers, Bailey, Jones & Gay
Attention: William E. Scheu, Esq.
1301 Riverplace Boulevard, Suite 1500
Jacksonville, Florida 32207
Telephone: 904/398-3911
Facsimile: 904/396-0663
Any notice or demand so served shall constitute proper notice hereunder upon
delivery to the United States Postal Service or to such overnight courier. A
party may change its notice address by notice given in the aforesaid manner.
5. Headings. The titles and headings of the various sections hereof are
intended solely for means of reference and are not intended for any
purpose whatsoever to modify, explain or place any construction on any of the
provisions of this Agreement.
6. Validity. If any of the provisions of this Agreement or the application
thereof to any persons or circumstances shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement by the application of such
provision or provisions to persons or circumstances other than those as to
whom or which it is held invalid or unenforceable shall not be affected thereby,
and every provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.
<PAGE>
7. Attorneys' Fees. In the event of any litigation between the parties
hereto to enforce any of the provisions of this Agreement or any right of
either party hereto, the unsuccessful party to such litigation agrees to pay
to the successful party all costs and expenses, including reasonable attorneys'
fees, whether or not incurred in trial or on appeal, incurred therein by the
successful party, all of which may be included in and as a part of the judgment
rendered in such litigation. Any indemnity provisions herein shall include
indemnification for reasonable attorneys' fees and costs, whether or not suit
be brought and including fees and costs on appeal.
8. TIME OF ESSENCE. TIME IS OF THE ESSENCE OF THIS AGREEMENT.
9. Governing Law. This Agreement shall be governed by the laws of
Florida, and the parties hereto agree that any litigation between
the parties hereto relating to this Agreement shall take place (unless
otherwise required by law) in a court located in Duval County, State of
Florida. Each party waives its right to jurisdiction or venue in any other
location.
10. Successors and Assigns. The terms and provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns. No third parties, including any
brokers or creditors, shall be beneficiaries hereof. Buyer may not assign any
of its rights under this Agreement.
11. Exhibits. All exhibits attached hereto are incorporated herein by
reference to the same extent as though such exhibits were included in the body
of this Agreement verbatim.
12. Gender; Plural; Singular; Terms. A reference in this Agreement to any
gender, masculine, feminine or neuter, shall be deemed a reference to the
other, and the singular shall be deemed to include the plural and vice versa,
unless the context otherwise requires. The terms "herein," "hereof,"
"hereunder," and other words of a similar nature mean and refer to this
Agreement as a whole and not merely to the specified section or clause in
which the respective word appears unless expressly so stated.
13. Further Instruments, Etc. Seller and Buyer shall, at or after Closing,
execute any and all documents and perform any and all acts reasonably necessary
to fully implement this Agreement.
<PAGE>
14. Survival. Any obligations of Seller and Buyer intended to be performed
after the Closing shall survive the Closing, but otherwise the representations,
warranties and covenants herein contained shall not survive the Closing unless
otherwise specified herein.
15. JURY TRIAL WAIVER. BUYER AND SELLER DO HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT, THE DOCUMENTS DELIVERED BY BUYER OR SELLER IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ANY ACTIONS OF EITHER
PARTY ARISING OUT OF OR RELATED IN ANY MANNER TO THIS AGREEMENT OR THE PROPERTY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR SELLER AND BUYER TO ENTER INTO AND
ACCEPT THIS AGREEMENT AND THE DOCUMENTS DELIVERED BY THE PARTIES IN CONNECTION
HEREWITH AND SHALL SURVIVE THE CLOSING AND TERMINATION OF THIS
AGREEMENT.
16. No Recording. Neither this Agreement nor any notice, memorandum or
other notice or document relating hereto shall be recorded.
17. Counterparts. This Agreement may be executed in several counterparts
which, when taken together, shall constitute a single Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
Witnesses: AMERICA FIRST APARTMENT INVESTORS,
L.P., a Delaware limited partnership
By Its General Partner:
____________________________________
__________________________ a___________________________________
Name:_____________________
By:_________________________________
__________________________ Name:_______________________________
Name:_____________________ Title:___________________________________
Date: __________________, 1998
<PAGE>
Tax Identification No.___________________
"BUYER"
USF&G/LEGG MASON REALTY PARTNERS
LIMITED PARTNERSHIP, a Maryland limited
partnership
By Its Authorized General Partner:
__________________________ USF&G REALTY PARTNERS, INC.,
Name:_____________________ a Maryland corporation,
By:__________________________________
__________________________ Name:________________________________
Name:_____________________ Title:____________________________________
Date:____________________, 1998
Tax Identification No.____________________
"SELLER"
JOINDER OF ESCROW AGENT
<PAGE>
10. Duties. Escrow Agent joins herein for the purpose of agreeing to
comply with the terms hereof insofar as they apply to Escrow Agent.
Escrow Agent shall receive and hold the Earnest Money Deposit in trust, in
an interest bearing account at First Union National Bank - Florida, to be
disposed of in accordance with the provisions of this joinder and Section 2.2
of the foregoing Agreement.
11. Indemnity. Escrow Agent shall not be liable to either party except
for claims resulting from the gross negligence or willful misconduct of Escrow
Agent. If the escrow is involved in any controversy or litigation, the parties
hereto shall jointly and severally indemnify and hold Escrow Agent free and
harmless from and against any and all loss, cost, damage, liability or expense,
including costs of reasonable attorneys' fees to which Escrow Agent may be put
or which may incur by reason of or in connection with such controversy or
litigation, except to the extent it is finally determined that such controversy
or litigation resulted from Escrow Agent's gross negligence or willful
misconduct. If the indemnity amounts payable hereunder result from the fault
of Buyer or Seller (or their respective agents), the party at fault shall pay,
and hold the other party harmless against, such amounts.
12. Conflicting Demands. If conflicting demands are made upon Escrow Agent
with respect to the escrow, the parties hereto expressly agree that Escrow Agent
shall have the absolute right to do either or both of the following: (i)
withhold and stop all proceedings in performance of this escrow and await
settlement of the controversy by final appropriate legal proceedings or
otherwise as it may require; or (ii) file suit for declaratory relief and/or
interpleader and obtain an order from the court requiring the parties to
interplead and litigate in such court their several claims and rights between
themselves. Upon the filing of any such declaratory relief or interpleader
suit and tender of the Earnest Money Deposit to the court, Escrow Agent shall
thereupon be fully released and discharged from any and all obligations to
further perform the duties or obligations imposed upon it. Buyer and Seller
agree to respond promptly in writing to any request by Escrow Agent for
clarification, consent or instructions. Any action proposed to be taken by
Escrow Agent for which approval of Buyer and/or Seller is requested shall be
considered approved if Escrow Agent does not receive written notice of
disapproval within fourteen (14) days after a written request for approval is
received by the party whose approval is being requested. Escrow Agent shall not
be required to take any action for which approval of Buyer and/or Seller has
been sought unless such approval has been received. No disbursements shall be
made, other than as provided in Sections 2.2 and 3.1(a) of the foregoing
Agreement, or to a court in an interpleader action, unless Escrow Agent shall
have given written notice of the proposed disbursement to Buyer and Seller
and neither Buyer nor Seller shall have delivered any written objection to the
disbursement within 14 days after receipt of Escrow Agent's notice. No notice
by Buyer or Seller to Escrow Agent of disapproval of a proposed action shall
affect the right of Escrow Agent to take any action as to which such approval
is not required.
<PAGE>
13. Continuing Counsel. Buyer acknowledges that Escrow Agent is counsel to
Seller herein and Buyer agrees that in the event of a dispute hereunder or
otherwise between Seller and Buyer, Escrow Agent may continue to represent
Seller notwithstanding that it is acting and will continue to act as Escrow
Agent hereunder, it being acknowledged by all parties that Escrow Agent's
duties hereunder are ministerial in nature.
14. Tax Identification. Seller and Buyer shall provide to Escrow Agent
appropriate Federal tax identification numbers.
ROGERS, TOWERS, BAILEY, JONES & GAY
By:_____________________________________
Its Authorized Agent
Date:________________________, 1998
"ESCROW AGENT"
<PAGE>
EXHIBIT 1.6
Contracts
---------
1. Cable Television Installation Agreement dated April 20, 1989, with American
Television and Communications Corporation d/b/a Cablevision of Central
Florida.
2. Standard Laundry Room Lease dated April 12, 1989, with Macke Laundry
Services, Limited Partnership
3. Service Agreement for Non-hazardous wastes (solid wastes), dated March 17,
1997, with Waste Management of Orlando.
4. Service Agreement for Non-hazardous wastes (recycle), dated March 17, 1997,
with Waste Management of Orlando.
5. Pest Control Service Agreement dated December 15, 1997, with Magic Pest
Control, Inc.
<PAGE>
EXHIBIT 1.10
Existing Survey
---------------
<PAGE>
EXHIBIT 1.15
Permitted Exceptions
--------------------
0. Taxes and assessments for the year 1998 and taxes and assessments
levied or assessed subsequent to the Closing Date.
1. Petition filed in Official Records Book 1948, page 639, Public Records
of Orange County, Florida.
2. Notice of Restrictions on Real Estate filed in Official Records Book
2244, page 736, Public Records of Orange County, Florida.
3. Declaration of Covenants, Conditions and Restrictions for "Westwood
Lakes Subdivision," filed in Official Records Book 3790, page 2732, amended by
amendment in Official Records Book 3827, page 1018, and amended by Amendment in
Official Records Book 4115, page 4648, Public Records of Orange County, Florida.
This document contains provisions (i) establishing easements on the land; (ii)
providing for a private charge or assessment; and
(iii) providing for a lien for liquidated damages.
4. Amendment to a Resolution, for a Special Purpose Lighting District for
Orangewood, Westwood Unit One, filed in Official Records Book 3799, page 2320,
Public Records of Orange County, Florida, said Resolution further amended in
Restated Resolution recorded in Official Records Book 5077, page 3941. This
document contains provisions providing for a private charge or assessment.
5. Matters Per Plat as set forth in that certain plat thereof recorded in
Plat Book 17, pages 81 through 87, Public Records of Orange County, Florida.
This document contains provisions establishing easements on the land.
6. Grant of Easement by Florida Land Company, a Florida corporation,
filed in Official Records Book 3819, page 439, Public Records of Orange
County, Florida.
7. Distribution Easement by Cambridge Development Group, Inc., a Florida
corporation, filed in Official Records Book 4082, page 3233, Public Records of
Orange County, Florida.
8. Cable Television Installation Agreement by American Television and
Communication Corporation d/b/a Cablevision of Central Florida, and Cambridge
Development Group, Inc., filed in Official Records Book 4123, page 3744,
Public Records of Orange County, Florida.
<PAGE>
9. Restrictive Covenants as set forth in that certain Special Warranty
Deed filed in Official Records Book 4039, page 3812, Public Records of Orange
County, Florida.
10. Rights of tenants under the Leases described in the Rent Roll to be
provided by Seller at Closing.
11. Matters appearing on the Existing Survey attached hereto as Exhibit
1.10.
<PAGE>
EXHIBIT 1.20
Legal Description of Real Property
----------------------------------
Parcel 12, ORANGEWOOD NEIGHBORHOOD 2, according to the plat thereof recorded
in Plat Book 17, Pages 81 through 87, of the Public Records of Orange
County, Florida
<PAGE>
EXHIBIT 1.21
Rent Roll
---------
<PAGE>
EXHIBIT 8.1(b)(1)
Form of Special Warranty Deed
-----------------------------
Tax Parcel No.____________________
SPECIAL WARRANTY DEED
---------------------
THIS INDENTURE, made this______ day of _______________, 1998, by
USF&G/LEGG MASON REALTY PARTNERS LIMITED PARTNERSHIP, a Maryland limited
partnership, whose address is 6225 Smith Avenue, Baltimore, Maryland 21209
("Grantor") to_______________________________________________________, a
____________________, whose address is __________________________("Grantee").
W I T N E S E T H:
That Grantor, for and in consideration of the sum of Ten and NO/100
Dollars, to it in hand paid by Grantee, the receipt whereof is hereby
acknowledged, has granted, bargained and sold to Grantee, its successors and
assigns forever, that certain land situate, lying and being in the County of
Orange, State of Florida, more particularly described on Exhibit "A" attached
hereto.
SUBJECT TO taxes and assessments for the year 1998 and subsequent years,
and those matters listed on Exhibit "B" attached hereto (the "Permitted
Exceptions").
And Grantor does hereby warrant the title to said land, and will defend the
same against the lawful claims of all persons claiming by, through, or under
Grantor, but against none other.
<PAGE>
IN WITNESS WHEREOF, Grantor has hereunto set its hand and seal the day and
year first above written.
Signed and Sealed in Our
Presence as Witnesses:
USF&G/LEGG MASON REALTY PARTNERS
LIMITED PARTNERSHIP, a Maryland
limited partnership
By Its Authorized Partner:
______________________________ USF&G REALTY PARTNERS, INC.,
Name:_________________________ a Maryland corporation,
By:_________________________________
______________________________ Name:_______________________________
Name:_________________________ Title:______________________________
[CORPORATE SEAL]
STATE OF_____________________
COUNTY OF ___________________
The foregoing instrument was acknowledged before me this ________ day
of __________________, 1998, by ______________________, the __________________
of USF&G Realty Partners, Inc., a Maryland corporation, as the authorized
general partner of USF&G/LEGG MASON REALTY PARTNERS LIMITED PARTNERSHIP,
a Maryland limited partnership, on behalf of the partnership. He/she is
personally known to me or has produced a ________________ driver's license
as identification.
___________________________________________
Name:______________________________________
Notary Public, State of____________________
My Commission Expires:_____________________
My Commission Number is:___________________
<PAGE>
EXHIBIT 8.1(b)(3)
Form of Assignment of Leases
----------------------------
ASSIGNMENT OF LEASES AND TENANCIES
----------------------------------
THIS ASSIGNMENT is made this _________ day of __________________, 1998,
by USF&G/LEGG MASON REALTY PARTNERS LIMITED PARTNERSHIP, a Maryland limited
partnership, whose address is 6225 Smith Avenue, Baltimore, Maryland 21209
("Assignor") to_________________________________, a _______________________,
whose address is __________________________________("Assignee").
In consideration of Ten dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor hereby transfers and assigns to Assignee all of the Assignor's right
title and interest in and to the leases and tenancies set forth in Exhibit "A"
attached hereto (the "Leases"), including without limitation the right to
receive rentals accruing thereunder on and after _______________________, 1998,
together with all security deposits, advance rentals and all other deposits,
and any interest, if any, which has accrued thereon for the benefit of any
tenant thereof (collectively "Deposits"), relating to the following described
land, lying and being in the County of Orange, State of Florida, to wit:
See Exhibit "B" attached hereto (the "Property")
This Assignment shall be binding upon and inure to the benefit of the
parties hereto, their heirs, executors, administrators, successors and assigns.
IN WITNESS WHEREOF, Grantor has hereunto set its hand and seal the day
and year first above written.
Signed and Sealed in Our USF&G/LEGG MASON REALTY PARTNERS
Presence as Witnesses: LIMITED PARTNERSHIP, a Maryland limited
partnership
By Its Authorized Partner:
____________________________ USF&G REALTY PARTNERS, INC.,
Name:_______________________ a Maryland corporation,
By:_____________________________________
____________________________ Name:___________________________________
Name:_______________________ Title:__________________________________
<PAGE>
[CORPORATE SEAL]
STATE OF_____________________
COUNTY OF____________________
The foregoing instrument was acknowledged before me this __________ day
of _________________, 1998, by _______________________, the _________________
of USF&G Realty Partners, Inc., a Maryland corporation, as the authorized
general partner of USF&G/LEGG MASON REALTY PARTNERS LIMITED PARTNERSHIP,
a Maryland limited partnership, on behalf of the partnership. He/she is
personally known to me or has produced a ___________________ driver's license
as identification.
_________________________________________
Name:____________________________________
Notary Public, State of__________________
My Commission Expires: __________________
My Commission Number is:_________________
<PAGE>
EXHIBIT 8.1(b)(4)
Form of Bill of Sale
--------------------
BILL OF SALE
------------
FOR VALUE RECEIVED, this ________ day of __________________, 1998, the
undersigned, USF&G/LEGG MASON REALTY PARTNERS LIMITED PARTNERSHIP, a Maryland
limited partnership, whose address is 6225 Smith Avenue, Baltimore, Maryland
21209 ("Grantor") hereby sells, transfers and assigns unto__________________
_________________, a _______________________, whose address is_______________
_________________________________("Grantee"), all the "Personal Property" of
Grantor (as such term is defined in the Purchase and Sale Agreement dated
____________________, 1998, between Grantor and Grantee, located on the lands
described in Exhibit "A" attached hereto.
Grantor warrants that the Personal Property is free of all encumbrances
created by it and that Grantor will defend the title to such Personal Property
against the claims of all persons claiming by, through or under Grantor, but
against none other.
Notwithstanding the foregoing, Grantor makes no express or implied
warranty of any kind whatsoever with respect to the Personal Property herein
conveyed, including without limitation its merchantability, its fitness for
any particular purpose, or its condition or quality. Grantee takes such
personal property "as is" and "where is." Grantor shall, in no event, be
liable to Grantee for any direct or indirect, special or consequential damages
caused, directly or indirectly, by the property being conveyed or any inadequacy
thereof or any deficiency or defect therein.
IN WITNESS WHEREOF, Grantor has hereunto set its hand and seal the day and
year first above written.
Signed and Sealed in Our
Presence as Witnesses: USF&G/LEGG MASON REALTY PARTNERS
LIMITED PARTNERSHIP, a Maryland limited
partnership
By Its Authorized Partner:
____________________________ USF&G REALTY PARTNERS, INC.,
Name:_______________________ a Maryland corporation,
By:__________________________________
____________________________ Name:________________________________
Name:_______________________ Title:_______________________________
<PAGE>
[CORPORATE SEAL]
STATE OF ________________________
COUNTY OF________________________
The foregoing instrument was acknowledged before me this _____________day
of _________________, 1998, by _________________________, the_________________
of USF&G Realty Partners, Inc., a Maryland corporation, as the authorized
general partner of USF&G/LEGG MASON REALTY PARTNERS LIMITED PARTNERSHIP, a
Maryland limited partnership, on behalf of the partnership. He/she is
personally known to me or has produced a ___________________driver's license
as identification.
_________________________________________
Name:____________________________________
Notary Public, State of__________________
My Commission Expires:___________________
My Commission Number is:_________________
<PAGE>
EXHIBIT 8.1(b)(6)
Form of Assignment of Contracts and Warranties
----------------------------------------------
ASSIGNMENT OF SERVICE
CONTRACTS, TRADEMARKS, LICENSES, AND WARRANTIES
-----------------------------------------------
For and in consideration of $1.00 and other good and valuable
consideration, the receipt of which is hereby acknowledged, the undersigned,
USF&G/LEGG MASON REALTY PARTNERS LIMITED PARTNERSHIP, a Maryland limited
partnership, does hereby SELL, TRANSFER, SET-OVER, and ASSIGN unto
______________________, a ___________________, all of its right, title and
interest in and to the following property used in the operation of, and
located at, that certain apartment complex known as ST. ANDREWS AT WESTWOOD,
which is located in Orange County, Florida, as more particularly described in
Exhibit "A" attached hereto (the "Property"):
12. Those certain Service Contracts listed on Exhibit "B" attached hereto
and made a part hereof.
13. All trademarks, licenses, and similar items, including, but not
limited to, rights to the name, "St. Andrews at Westwood," if there be any
such rights, but without warranty or representation in connection therewith.
14. All assignable existing warranties relating to the Property.
Executed, this ________ day of _________________, 1998.
Signed and Sealed in Our ASSIGNOR
Presence as Witnesses:
USF&G/LEGG MASON REALTY PARTNERS
LIMITED PARTNERSHIP, a Maryland limited
partnership
By Its Authorized Partner:
__________________________ USF&G REALTY PARTNERS, INC.,
Name:_____________________ Maryland corporation,
By:__________________________________
__________________________ Name:________________________________
Name:_____________________ Title:_______________________________
<PAGE>
[CORPORATE SEAL]
STATE OF ________________________
COUNTY OF________________________
The foregoing instrument was acknowledged before me this _________ day
of _________________, 1998, by ______________________, the ___________________
of USF&G Realty Partners, Inc., a Maryland corporation, as the authorized
general partner of USF&G/LEGG MASON REALTY PARTNERS LIMITED PARTNERSHIP, a
Maryland limited partnership, on behalf of the partnership. He/she is
personally known to me or has produced a _____________________ driver's
license as identification.
__________________________________________
Name:_____________________________________
Notary Public, State of___________________
My Commission Expires:____________________
My Commission Number is:__________________
<PAGE>
EXHIBIT 8.1(b)(7)
Form of Owner's Affidavit
-------------------------
OWNER'S AFFIDAVIT
-----------------
STATE OF_________________________
COUNTY OF________________________
BEFORE ME, the undersigned authority, this _______day of ________________,
1998, appeared ______________________("Affiant"), whose address is ___________
_______________________, who, being duly sworn, deposes and says to the best
knowledge of the undersigned, as follows:
1. Affiant is the ___________________ of USF&G Realty Partners, Inc.,
a Maryland corporation ("Realty"), which is a general partner of USF&G/Legg
Mason Realty Partners Limited Partnership, a Maryland limited partnership
("Owner"), the owner of the lands and/or estates described in Exhibit "A"
attached hereto (the "Property"). Affiant has personal knowledge of the matters
set forth herein and Affiant is authorized to make this affidavit on behalf of
Owner.
A. Except for tenants in possession, none of whom have an option to
purchase or other right to acquire the Property, Owner is in sole and exclusive
possession of the Property, and no person occupies or claims any right, title
or interest in the Property adverse to that of Owner.
B. All labor and materials furnished to or for the benefit of the Property
for the improvement of the Property have been paid for, except as identified
on Exhibit "B" attached hereto, and no other person has or may rightfully
claim to have any lien or other claim against the Property for labor or
materials furnished to or for the benefit of the Property.
C. All taxes, assessments and utility service charges and liens, whether
assessed by a state, county, municipality or special purpose district (such as,
by way of example, a fire service or water service district) upon or with
respect to the Property, have been paid, except those not yet due and payable.
All sales taxes with respect to the rentals and other sums heretofore paid to
Owner by occupants of the Property have been paid.
D. There are no unsatisfied claims, interests or liens made against or
with respect to the Property, known to the undersigned.
<PAGE>
E. This Affidavit is made for the purpose of inducing (i) Buyer to
purchase the Property and (ii) Chicago Title Insurance Company to issue an
owner's policy of title insurance insuring the fee simple title of Buyer in
the Property, and, if applicable, to eliminate certain standard exceptions and,
if acting as escrow or closing agent, then to disburse any funds held as escrow
or closing agent. Affiant hereby indemnifies and agrees to save harmless
Chicago Title Insurance Company and its agent against any damage or expense,
including attorneys' fees, sustained as a result of any of the foregoing
matters not being true and accurate.
Further Affiant sayeth not.
Dated this _______ day of ________________, 1998.
USF&G/LEGG MASON REALTY PARTNERS
LIMITED PARTNERSHIP, a Maryland limited
partnership
By Its Authorized Partner:
USF&G REALTY PARTNERS, INC.,
a Maryland corporation,
By:________________________________
Name:______________________________
Affiant
STATE OF______________________
COUNTY OF_____________________
The foregoing instrument was acknowledged before me this _________ day
of ________________, 1998, by ____________________________, individually and
as the ____________________ of USF&G Realty Partners, Inc., a Maryland
corporation, as the authorized general partner of USF&G/LEGG MASON REALTY
PARTNERS LIMITED PARTNERSHIP, a Maryland limited partnership, on behalf of the
partnership. He/she is personally known to me or has produced a ______________
driver's license as identification.
__________________________________________
Name:_____________________________________
Notary Public, State of___________________
My Commission Expires:____________________
My Commission Number is:__________________
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
----------------------------------------------
THIS AGREEMENT is made as of the 3rd day of September, 1998, between
USF&G/LEGG MASON REALTY PARTNERS LIMITED PARTNERSHIP, a Maryland limited
partnership ("Seller"), and AMERICA FIRST APARTMENT INVESTORS, L.P., a
Delaware limited partnership ("Buyer").
Background
----------
Seller and Buyer entered into a Purchase and Sale Agreement dated
July 31, 1998 (the "Contract"), and desire to amend the Contract as
hereinafter provided.
NOW THEREFORE, in consideration of the premises and for good and
valuable consideration, receipt of which is hereby acknowledged, Seller
and Buyer acknowledge and agree as follows:
1. Section 2.1(a) is amended to change "$15,825,000.00" which appears
in the second line to "$15,550,000.00."
2. The Inspection Period described in Section 3.1(a) has ended as of
the date hereof, and the Earnest Money Deposit is thus non-refundable
except as otherwise provided in the Contract.
3. Section 3.2 of the Contract is amended to provide that Closing
shall take place on September 18, 1998.
4. Buyer acknowledges and agrees that the Title Insurance Commitment
previously delivered to Buyer is acceptable, and Buyer's time period
for providing Seller with notice of any Title Defects has ended with the end
of the Inspection Period.
5. As modified hereby, the Contract continues in full force and
effect.
6. This Agreement may be executed in counterparts which, when taken
together, shall constitute a single Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year after above written.
Witnesses: AMERICA FIRST APARTMENT INVESTORS,
L.P., a Delaware limited partnership
By Its General Partner:
CAPITAL ASSOCIATES IV, a Delaware
_________________________ corporation
Name: ___________________
By: _______________________________
_________________________ Name: _____________________________
Name: ___________________ Title: ____________________________
"BUYER"
USF&G/LEGG MASON REALTY PARTNERS
LIMITED PARTNERSHIP, a Maryland limited
partnership
By Its Authorized General Partner:
_________________________ USF&G REALTY PARTNERS, INC.,
Name: ___________________ a Maryland corporation,
By: _______________________________
_________________________ Name: _____________________________
Name: ___________________ Title: ____________________________
"SELLER"
