EXHIBIT 10.8
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT("Agreement") is made December 15, 1995
by and between XXXXX-XXXX DEVELOPMENT COMPANY (hereinafter the "Seller"), and
SIERRA BANK OF NEVADA (hereinafter "the Buyer"), or its nominee, whose address
is 3301 S. Virginia Street, P.O. Box 10925, Xxxx, Xxxxxx 00000. Seller and the
Buyer agree to incorporate the following recitals into this Agreement:
W I T N E S S E T H:
WHEREAS, Seller desires to sell that vacant and undeveloped property
shown on the attached parcel map currently consisting of approximately 1.37
acres, located at the Southwest Corner of Xxx Xxxx and Highway 395 (Xxxxxx
Street), in the City of Xxxxxx City, County of Carson, State of Nevada as
further described in Exhibit "A" attached hereto and incorporated herein by this
reference as if set forth in full herein (hereinafter the "Property") to the
Buyer; and,
WHEREAS, the Buyer wishes to purchase said Property on the terms
and conditions set forth in this Agreement;
NOW, THEREFORE, Seller and the Buyer agree to the following terms
related to said sale:
1. Property Sold by Seller to the Buyer; Preparation of Property. The
Property to be sold is currently 1.37 acres. During the contingency period
stated below in Paragraph 6, in addition to other rights described therein,
Buyer may propose a reduction in the size and configuration of the Property and
thereby reduce the actual Property sold to not less than 1.00 acre with the
prior reasonable consent of Seller not to be withheld. Said Property sold shall
consist of vacant undeveloped property and any and all existing rights, benefits
and permits, including any applicable water rights. At the time of Closing, the
Property shall be in compliance with governmental requirements regarding flood
control and drainage control. During the contingency period described in
Paragraph 6, Buyer may procure, at Seller's cost, engineering report(s) not to
exceed the sum of $1,200 to determine that the Property will be at Closing in
compliance with said flood and drainage governmental requirements. The report(s)
shall include all known governmental requirements as to drainage whether they
are city, county, state or federal requirements. The Buyer shall have ten (10)
days after being provided with a copy of the engineering report(s) to approve or
disapprove of the findings thereof. If the Buyer does not object within said
period, the condition of title shall be deemed approved and only those
exceptions shall be shown on the owners and lenders policies of title insurance.
In addition, Seller agrees that sewer, water and power shall be drawn to the
Property boundary to a specific location to be specified by Buyer. Buyer shall
be responsible for grading the building pad to be located on the Property.
2. Deed; Vesting of Title; Title; Title Insurance; Taxes. Seller shall
convey, by appropriate Grant, Bargain and Sale deed, fee title to the Property
to the Buyer or its nominee, upon Closing of escrow, as defined below. Seller
shall purchase, at Seller's cost, a standard CLTA owners policy of title
insurance with appropriate endorsements insuring Buyer's ownership with only
normal easements and restrictions shown as exceptions thereto. Seller shall
provide the Buyer with a preliminary report, including all encumbrances filed or
to be filed regarding the Property (including, but not limited to easements,
covenants, conditions and restrictions or any other liens) concerning the title
condition to the Property not later than fifteen (15) days after this Agreement
is fully executed. The Buyer shall have fifteen (15) days after being provided
with a copy of the preliminary report to object to any liens or conditions shown
thereon including any and all existing utilities. If the Buyer does not object
within said period, the condition of title shall be deemed approved and only
those exceptions shall be shown on the owners policy of title insurance. If the
Buyer does object, the Buyer shall deliver the objections in writing to Seller
and Seller shall have an additional thirty (30) days to correct any and all the
objections to title, or, at its election, cancel this Agreement. All taxes,
assessments and special districts shall be prorated to the Closing between Buyer
and Seller. Seller shall, at Seller's sole cost and expense, deliver normal
utility lines to within five (5) feet inside the property line. Ingress and
egress as to the Property shall be agreed to during the contingency period by
and between Seller and Buyer. Consent to Buyer's suggested ingress and egress by
Seller shall not be unreasonably withheld.
3. Purchase Price. The Purchase Price shall be based upon the actual
square footage contained within the acreage purchased as set forth in Exhibit
"A" multiplied by Nine Dollars and Fifty Cents ($9.50) per square foot. The
purchase price shall be paid in United States currency or its equivalent as set
forth in Paragraph 4.
4. Terms For Payment Of Purchase Price. The terms for payment of the
purchase price for the Property shall be as follows: (i) a refundable xxxxxxx
money deposit of Ten Thousand Dollars ($10,000.00) ("Xxxxxxx Money"), which
which is already in possession of Broker on behalf of Seller, and which shall
become forfeitable and nonrefundable when and if the contingencies set forth in
Paragraph 6 are waived or lapse; and (ii) remaining balance shall be paid cash
at Closing of escrow.
5. Escrow; Closing of Escrow; Costs of Escrow. This Agreement shall
also serve as escrow instructions. Escrow shall be opened at Western Title
Company, Reno, Nevada within two (2) business days following the removal or
lapsing of contingencies set forth in Paragraph 6, unless extended in writing by
Seller and the Buyer, escrow shall be closed on or before January 31, 1996,
unless terminated earlier hereunder (the "Closing"); provided, however, Buyer
may extend escrow until March 15, 1996 by increasing the xxxxxxx money from Ten
Thousand Dollars ($10,000.00) to Twenty Five Thousand Dollars ($25,000.00), all
of which will be forfeitable, no later than January 31, 1996. Seller shall pay
all deed recordation costs. Seller and the Buyer shall share all other
reasonable and customary costs of Closing
escrow in accordance with the standard practice of Western Title Company. The
Buyer shall be provided with access and possession to the Property upon Closing
of escrow.
6. Period To Study Feasibility of Property. Buyer shall have the right
to study the Property and determine if it is feasible for Buyer's use and
intended purpose, including, but not limited to, access (both from existing
roads and future ramps), signage (upon and around the building and in any common
areas or sign easement locations), zoning and use restrictions, parking, soils,
common area restrictions (including architectural restrictions), water rights,
regulatory approvals and similar matters. Buyer's feasibility study(ies) shall
be completed no later than January 31, 1996. Seller shall cooperate in this
regard by allowing Buyer access to information regarding the site, including
traffic and utility plans and by allowing soil samples and test drilling and
related inspections and surveys by Buyer; provided, however, that Buyer agrees
not to do anything that would permanently damage the Property without Seller's
permission and hereby agrees to defend and hold Seller harmless as to any
actions it has taken with regard to said tests. The costs of each test shall be
borne by Buyer except as specified in Paragraph 1. At the conclusion of said
period, if Buyer has not notified Seller of its intention to terminate the
Agreement, the Xxxxxxx Money shall become forfeitable and except for
contingencies that must be satisfied by either party at close, all other
contingencies shall be removed. If Buyer notifies Seller prior to January 31,
1996 that the Agreement will not be pursued and is being terminated, the Xxxxxxx
Money shall be promptly refunded to Buyers and this transaction terminated.
7. Hazardous Waste and Materials. Buyer may obtain, at Buyers expense,
a Phase I environmental report demonstrating that the Property is free of any
improper or illegal contamination. If Seller has such a report, Seller agrees to
provide same to Buyer. Said report may predate this Agreement, but may not be
greater than Two (2) years old if it does predate this Agreement. Seller
warrants to Buyer that Seller is not aware of any hazardous materials, regulated
substances, tanks (whether leaking or not), or waste ("Hazardous Waste") on or
under the Property and no action, citation or remediation is currently required
or pending against the Property to the best belief and knowledge of either party
hereto. The term "hazardous materials", "hazardous substances", "Hazardous
Waste(s)" and "regulated substances" include, but are not limited to, any
material or regulated substance ("Regulated Substances") which are designated as
a hazardous substance, regulated substance or waste pursuant to Federal or State
statutes. Seller and the Buyer agree that in the event any Hazardous Waste and
Regulated Substances are discovered prior to closing of escrow, Seller agrees to
remove, at Sellers expense, and within a reasonable time to be approved by
Buyer, same from the Property in accordance with applicable local, State and
Federal laws or at Buyers or Sellers election to cancel this escrow and refund
all sums paid by Buyer.
8. Miscellaneous. This Agreement shall be construed according to
the laws of the State of Nevada. Buyer shall notify Seller of any
nominee that may substitute for the Buyer listed above and, if
substituted, Seller agrees to look to said substitute Buyer in place
and stead of Sierra Bank of Nevada. This Agreement represents the entire
agreement by and between the parties and may be modified only in writing, signed
by all the parties hereto. The terms set forth herein shall include masculine,
feminine, plural and neuter terms, where appropriate. Time is of the essence in
this Agreement. This Agreement is binding on the heirs, assigns, representatives
of the parties hereto. This Agreement may not be assigned, except as set forth
in this Agreement. The parties executing this Agreement covenant that they have
the authority to do so. Any commissions due or to be due with regard to this
sale shall be paid by Seller pursuant to agreements the Seller has previously
entered into.
9. Acceptance. This Agreement must be accepted and countersigned by
Seller on or before December 19, 1995 at 5:00 p.m. Nevada time, unless withdrawn
sooner by Buyer, or it shall automatically expire and lapse. Any attempt to
accept this Agreement after that time shall be construed as a counter-offer by
Seller, which Buyer may accept or reject.
IN WITNESS WHEREOF, we have executed this Agreement on the date set
forth above.
SIERRA BANK OF NEVADA, or nominee
a Nevada Banking Corporation
By: /s/ Xxxx XxXxxxx
Xxxx XxXxxxx
Its: Sr. Vice President, Central Service
Accepted and agreed to by:
XXXXX-XXXX DEVELOPMENT COMPANY
By: /s/ Xxxxx Xxxx
Its: President
EXHIBIT "A"
PROPERTY DESCRIPTION
SEE ATTACHED AND HIGHLIGHTED PORTIONS OF PARCEL MAP APPENDED HERETO AND
INCORPORATED HEREIN
