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EXHIBIT 10.19
STANDARD
SALES CONTRACT
XXX ARBOR AREA BOARD OF REALTORS(R)
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Listing office XXXXXXX REALTY Selling office MARTEN/XXXXX, LTD.
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Address 000 X. XXXXXXXXXX XX. Address 0000 X. XXXXXXX XXXX. #16
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ANN ARBOR, MI 48104 ANN ARBOR, MI 48104
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Telephone 000-000-0000 Fax 000-000-0000 Telephone 000-000-0000 Fax 000-000-0000
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Listing Agent XXXXXX XXXXX Selling Agent XXXXXX X. XXXXXX, CCIM
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Agency Status: Agency's Status:
[X] Seller's [ ] Dual [ ] Transaction Coordinator [ ] Sub [X] Buyer's [ ] Dual [ ] Transaction Coordinator
RE: THE PROPERTY KNOWN AS 000 XXXXXXXX XXXXX XXX XXXXX 00000
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(Street) (City) (Zip Code)
THIS CONTRACT, dated this 28 day of August, 1998 is between
SELLER: SENSYS TECHNOLOGIES INC.
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Address: 0000 Xxxxxxxx Xxxx, Xxxxxxxxx, XX 00000-1430 and
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PURCHASER: XXXXXXXXX X. XXXXX & XX. XXXXX XXXXXX (FOR AN LLC TO BE FORMED)
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Address: 2038 S. SEVENTH, ANN ARBOR, MI 48103
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Seller agrees to sell and convey, subject to easements and
restrictive covenants of record, and subject to the lien of taxes
not yet due and payable at time of closing, and Xxxxxxxx agrees
to purchase the property situated in the City Twp of
SCIO County of WASHTENAW, State of Michigan, commonly known as
000 XXXXXXXX XXXXX
LEGAL DESCRIPTION:COM AT N. 25 COR OF SEC 26 TH N85/0.95 W/097 ETC. 8.86 ACRES
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And as will be completed described in the title insurance
commitment.
SALE PRICE:One Million Five Hundred Seventy Five Thousand Dollars($1,575,000.00)
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XXXXXXX MONEY: Seller acknowledges Twenty Five Thousand Dollars ($225,000.00)
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Paid by Purchaser as xxxxxxx money upon signing of this contract
by Purchaser. This money will be deposited and held in selling
broker's escrow account until closing of sale, at which time it
will be credit to Purchaser. If this contract is not accepted,
the xxxxxxx money deposit will be returned in full to Purchaser.
TERMS: Balance of One Million Five Hundred Fifty Thousand Dollars
($1,550,000.00) To be paid as follows: CASH IN FULL AT TIME OF
CLOSING. THIS OFFER IS SUBJECT TO AND CONTINGENT UPON THE
PURCHASER OBTAINING A SATISFACTORY MORTGAGE COMMITMENT IN THE
AMOUNT OF $1,000,000.00 (ONE MILLION DOLLARS) FROM A FINANCIAL
INSTITUTION OF PURCHASERS
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CHOISE ON OR BEFORE 11/15/98. THIS FINANCING CONTINGENCY TO BE
REMOVED IN WRITING ON OR BEFORE 11/15/98.
CASH FUNDS: Purchaser confirms that cash or certified funds will be available
to meet the requirements for down payment, closing costs and
escrow deposits.
OTHER CONDITIONS:
THE SELLER HEREBY AGREES TO LEASE BACK 12,500 S.F. +/- FROM THE
PURCHASE FOR FIVE (5) YEARS ON THE FOLLOWING TERMS: $9.00 P.S.F.
(PURE NET). SELLER TO PAY 50% OF TAXES, INSURANCE, AND ALL
UTILITIES THAT CAN NOT BE SEPARATELY METERED (100% OF ALL
UTILITIES THAT CAN BE SEPARATELY METERED AT A REASONABLE COST).
ALL OTHER TERMS AND CONDITIONS TO BE AGREED UPON ON OR BEFORE
11/1/98.
INCLUSIONS: This contract includes all fixtures, improvements and
appurtenances attached to the property as of this date, including
but not limited to: all lighting and plumbing fixtures, shades,
louvered blinds, curtains, curtain rods, drapes, drapery
hardware, wall-to-wall carpeting, purchased water softeners,
automatic garage door equipment, storm windows and doors,
screens, awnings and antennas, including rotor equipment, if any,
as well as the following personal property for which a bill of
sale will be given, namely: ALL INTERIOR MOVABLE PARTITIONS,
DOORS, KITCHEN EQUIPMENT INCLUDING STOVES, REFRIGERATORS,
MICROWAVES, CABINETS, COUNTERS AND LUNCH ROOM FURNITURE (I.E.
TABLES AND CHAIRS ETC.)
EXCLUSIONS:
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PURCHASERS' INITIALS /s/ N.M.D. / /s/ X.X. XXXXXXX' INITIALS /s/ R.R.B. /
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(Date) 8/28/98 / 8-28-98 (Date) 9/2/98 /
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ALL SALES CONTRACTS
XXX ARBOR AREA BOARD OF REALTORS(R)
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RE: THE PROPERTY KNOWN AS 000 XXXXXXXX XXXXX XXX XXXXX 00000
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(Street) (City) (Zip Code)
WARRANTY: Seller warrants that all equipment and improvements, except those
excluded below or otherwise disclosed in writing, are in working condition
at the time of possession, and that premises will be free and clear of
trash and debris and will be left in broom-clean condition. Xxxxxxxx
agrees to accept the property in "as is" condition. Excluded from this
warranty:_________________________________________________________________
________________________ PURCHASER ACKNOWLEDGES HAVING BEEN ADVISED TO
HAVE A CONTRACTOR'S INSPECTION OF THE PROPERTY. Both parties agree that
neither party has relied on any representation of broker or broker's
agents concerning the fitness and condition of the property. Broker and
agents assume no responsibility for the condition of the property or for
the performance of the contract by any or all parties.
PURCHASER [ ] DOES [x] DOES NOT ACKNOWLEDGE RECEIPT OF THE SELLER'S
DISCLOSURE STATEMENT.
SPECIAL ASSESSMENTS: All special assessments that have been assessed and are a
lien on the property at the date of closing will be paid by Seller. The
cost of duly authorized improvements that are subject to future
assessments against the property assessed after the date of closing will
be paid by Purchaser.
BENEFIT CHARGES: Any benefit charges against the property made by any government
authority for installation of, or tap-in fees for, water service, sanitary
sewer, and/or storm sewer service, for which charges have been made,
incurred and/or billed before the date of closing, will be paid by Seller.
Any charges incurred after closing will be paid by Purchaser.
PRORATION: Rents, fuel, insurance, interest, or association fees, where
applicable, are to be prorated as of the date of closing. Taxes will be
prorated as if paid in advance on a 30-day-month, 360-day-year basis to
date of closing, based on the due date of the taxing authority. Seller
represents that if Seller acquired title after January 1, 1995, Seller has
complied with 1994 PA 415/MCLA 211.27, requiring the disclosure of
purchase price to the local assessor. Listing broker will retain from
Seller $ TEN THOUSAND DOLLARS ($10,000.00) to be applied to final billing
for municipal utility charges. After payment, any balance remaining will
be remitted to Seller and any balance due will be paid by Seller.
CLOSING: Purchase to be closed on or before December 01, 1998 Purchaser will
have the right to walk through property within forty-eight (48) hours
prior to closing.*subject to tenant rights.
POSSESSION: Possession to be given on or before December 01, 1998 *. From and
including the date of closing, up to but not including the date of
vacating property as agreed, Seller will pay the sum of $ N/A per
day. Listing broker will retain in escrow from Seller at closing the
sum of $ N/A for occupancy between the time of closing and delivery
of keys by Seller to listing broker or Purchaser. Within fourteen
(14) days after delivery of keys by Xxxxxx, broker will disburse
escrow according to the terms of the escrow agreement.
FORM OF CONVEYANCE: Seller agrees to grant and convey, as above required, by
[x] warranty deed [ ]current Washtenaw County Bar Association form
of land contract of a_____________________ marketable title to the
property. Seller will pay transfer tax when title passes.
TITLE INSURANCE: Seller will provide an owner's policy of title insurance,
including a policy commitment prior to closing, in the amount of the sale
price, at Seller's expense. Title insurance shall be issued[ ] with [x}
without standard exceptions at no additional cost to the[ ] Seller [x]
Purchaser, provided that any special exception improved by the Title
Company shall be subject to Purchaser's approval. [x] Seller [ ]Purchaser
shall provide any stake survey and/or mortgage report required by the
title insurance company.
CASUALTY LOSS: Until delivery of deed/land contract, risk of loss by fire,
windstorm or otherwise is assumed by Seller.
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CONTINGENCIES: If any contingency in this contract is not removed in writing by
the required date, this contract becomes voidable. After the required
date, and until the contingency is removed, either party may terminate the
contract by written notice to the other at which time the xxxxxxx money
will be returned in full to Purchaser.
BINDING CONTRACT AND ASSIGMENT: Contract binds Purchaser, Seller, their heirs
and personal representatives, and anyone succeeding to their interest in
the property. Purchaser will not assign contract without Seller's prior
written permission. Unless modified or waived in writing, all covenants,
warranties and representations contained herein shall survive the closing.
FACSIMILE/FAX AUTHORITY: Offers, acceptances, and notices required by this
contract can be delivered by Facsimile/FAX.
DEFAULT: If Purchaser defaults, Seller may pursue legal remedies, or may cancel
the contract and claim the deposit as liquidated damages. If Seller
defaults, Purchaser may enforce this contract, demand a refund of the
deposit in termination of this contract or pursue legal remedies. TIME IS
OF THE ESSENCE FOR THE PERFORMANCE OF THIS CONTRACT.
DISPUTE RESOLUTION: The Michigan Association of REALTORS(R) and the American
Arbitration Association have established an arbitration service for
resolving disputes arising from real estate transactions. Seller and
Purchaser acknowledge that they are advised that the MAR/AAA Dispute
Resolution Agreement exists. This program is one of several alternatives
for resolving disputes.
ALL PARTIES ARE ADVISED TO SEEK THE ADVICE OF AN ATTORNEY.
WITNESS: /s/ Xxxxxx X. Xxxxxx PURCHASER: /s/ Xxxxxxxxx X. Xxxxx 8/28/98
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Xxxxxxxxx X. Xxxxx (Date)
/s/ X. Xxxxxx 8/28/98
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Xx. Xxxxx Xxxxxx (Date)
WITNESS: SELLER: /s/ X. X. Xxxxx 9/2/98
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Xxxxxx X. Xxxxx (Date)
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(Date)
I HAVE RECEIVED A FULLY EXECUTED COPY OF THIS CONTRACT.
PURCHASERS' INITIALS / SELLERS' INITIALS /s/ RRB /
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(Date) / (Date) 9/2/98 /
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ADDENDUM
THIS CONTRACT is subject to and contingent upon completion of the
following items. All contingencies will be removed in writing by the date
specified below. If any contingency in this contract is not removed in writing
by the required date, this contract becomes voidable. After the required
contingency removal date, and until the contingency is removed, either party may
terminate the contract by written notice to the other party, at which time the
xxxxxxx money will be returned to the Purchaser in full.
1. A contractor's inspection of the property at Purchasers expense,
resulting in a report satisfactory to Purchaser. This contingency is
to be removed on or before October 1, 1998.
2. Phase I environmental report at Purchasers expense, resulting in a
satisfactory report to Purchaser and Purchasers financing
institution. This contingency is to be removed on or before November
1, 1998.
3. Seller providing a complete set of as-built blue prints along with
any and all environmental reports in Sellers possession to Purchaser.
This contingency to be removed on or before September 10, 1998.
4. Seller agrees to install 11/2" Public Water service to the building.
Installation and all required fees for tap-in permits and contractors
are to be paid for by the Seller. Installation and unconditional
waivers of liens to be completed and certified to the title instance
company before closing.
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WITNESS
/s/ Xxxxxx X. Xxxxxx Xxxxxxxxxx: /s/ Xxxxxxxxx X. Xxxxx 8/28/98
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/s/ X. Xxxxxx 8/28/98
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Sellers: /s/ X.X. Xxxxx
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Sr. VP Finance 9/2/98
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