WARNING:
NO REPRESENTATION IS MADE THAT THIS FORM OF CONTRACT FOR THE SALE AND PURCHASE
OF REAL ESTATE COMPLIES WITH SECTION 5-702 OF THE GENERAL OBLIGATIONS LAW
("PLAIN ENGLISH").
CONSULT YOUR LAWYER BEFORE SIGNING IT.
NOTE: FIRE AND CASUALTY LOSSES:
This contract form does not provide for what happens in the event of fire or
casualty loss before the title closing. Unless different provision is made in
this contract, Section 5-1311 of the General Obligations Law will apply. One
part of the law makes a PURCHASER responsible for fire and casualty loss upon
taking of title to or possession of the PREMISES.
DATE PARTIES
CONTRACT OF SALE made as of the 26th day of November, 1997 BETWEEN United States
Steel and Carnegie Pension Fund, Inc., as Trustee under Agreement dated as of
August 31, 1950 for United States Steel Corporation Non-Contributory Pension
Plan (the "Plan") as to a 9/10 interest, AND as trustee under Agreement dated as
of February 15, 1950 for the Plan as to a 1/10 interest.
Address: 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000
who agrees to sell, and Di Giorgio Corporation or its designee
Address: 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000
hereinafter called "PURCHASER"
Premises
The property, including all right, title and interest, if any, of Seller in and
to all buildings and improvements thereon (the "PREMISES"), more fully described
on a separate page marked "Schedule A," and also know as:
Stress Address: 000 Xxxxxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx
Tax Map Designation: Lots 6 and 7 in Block 72, Section 44
Town of Hempstead, Nassau County, New York
Together with SELLER'S interest, if any, in streets and unpaid awards as set
forth in Paragraph 9.
Ground Lease
The sale also includes all right, title and interest of Seller as Landlord under
the Lease dated October 24, 1963 with Xxxxxxxx, Inc. (as successor by assignment
recorded in Deed Book 9009 Page 367 to Xxxxxxxx in Xxxxxxxxx Mall, Inc.)
recorded in Deed Book 7219 Page 231, as amended in Liber 7324 Page 409 (the
"Ground Lease").
Purchase Price
1. (a) The purchase price is $1,675,000.00
payable as follows:
On the signed of this contract, by check subject to collection: $ 1,000.00
BALANCE AT CLOSING: $1,674,000.00
Existing Ground Lease
2. The PREMISES will be conveyed subject to the continuing lien of the Ground
Lease, which will be assigned to and assumed by Purchaser (or its designee) at
Closing pursuant to a recordable form of assignment and Assumption Agreement
mutually acceptable to Seller and Purchaser.
Acceptable Funds
3. All money payable under this contract unless otherwise specified, shall be by
wire transfer of immediately available funds.
"Subject to" provisions
4. The PREMISES are to be transferred subject to:
a. Laws and governmental regulations that affect the use and
maintenance of the PREMISES.
b. Consents for the erection of any structures on, under or
above any streets on which the PREMISES abut.
c. Encroachments of xxxxxx, areas, cellar steps, trim and
cornices, if any, upon any street or highway.
d. The Ground Lease, all subleases affecting the Premises and
all matters indicated on Schedule B of the title insurance
commitment attached hereto (the "Commitment").
e. The existing physical condition (including environmental
condition) of the Premises and any and all notes or notices
of violation relating thereto.
Title company approval
5. SELLER shall give and PURCHASER shall accept such title as Chicago Title
Insurance Company (the "Title Company") will be willing to approve and insure in
accordance with their standard form of title policy, subject on to the matters
provided for in this contract and in the commitment.
Closing defined and form of deed
6. "CLOSING" means the settlement of the obligations of SELLER and PURCHASER to
each other under this contract, including the payment of the purchase price to
SELLER, and the delivery to purchaser of a Trustee's Deed in form required by
the Title Company, but without warranty or covenant by Seller in proper
statutory form for recording so as to transfer full ownership (fee simple title)
to the PREMISES, free of all encumbrances except as herein stated. The deed will
contain a covenant by the SELLER as required by Section 13 of the Lien Law,
provided, however, that Di Giorgio Corporation shall indemnify Seller with
respect to any claims under such Lien Law.
If SELLER is a corporation, it will delivery to PURCHASER at the time of CLOSING
(a) a resolution of its Board of Directors authorizing the sale and delivery of
the deed, and (b) a certificate by the Secretary or Assistant Secretary of the
corporation certifying such resolution and setting forth facts showing that the
transfer is in conformity with the requirements of Section 909 of the Business
Corporation Law. The deed in such case shall contain a recital sufficient to
establish compliance with that section. Seller will also satisfy the Title
Company's requirements in the Commitment pertaining to the Trusts administered
by Seller.
Closing date and Place
7. CLOSING will take place at the New York city office of Purchaser's attorneys,
Xxxxx Xxxxxx, at 000 Xxxxx Xxxxxx, 20th Floor at o'clock on or before March 31,
1998 or earlier, at Purchaser's option, to accommodate a simultaneous conveyance
to First Industrial Realty Trust ("First Industrial").
No Broker
8. Intentionally deleted
Streets and assignment of unpaid awards
9. This sale includes all of SELLER's ownership and rights, if any, in any land
lying in the bed of any street or highway, opened or proposed, in front of or
adjoining the PREMISES to the center line thereof. It also includes any right of
SELLER to any unpaid award by reason of any taking by condemnation and/or for
any damage to the PREMISES by reason of change of grade of any street or
highway. SELLER will deliver at no additional cost to PURCHASER, at CLOSING, or
thereafter, on demand, any documents which PURCHASER may require to collect the
award and damages.
Mortgagee's certificate or letter as to existing mortgage(s)
10. Intentionally deleted
Compliance with state and municipal department violations and orders
11. Intentionally deleted
Installment assessments
12. Intentionally deleted
Apportionments
13. The following are to be apportioned as of midnight of the day before the day
of CLOSING: (a) Rents as and when collected under the Ground Lease.
Any errors or omissions in computing apportionments at CLOSING shall be
corrected. This provision shall survive CLOSING.
Water meter readings
14. Intentionally deleted
Allowance for unpaid taxes, etc.
15. Intentionally deleted
Use of purchase price to pay encumbrances
16. If there is anything else affecting the sale which SELLER is obligated to
pay and discharge at CLOSING, SELLER may use any portion of the balance of the
purchase price to discharge it. As an alternative SELLER may deposit the money
with the title insurance company employed by PURCHASER and required by it to
assure its discharge; but only if the title insurance company will insure
PURCHASER'S title clear of the matter or insure against its enforcement out of
the PREMISES. Upon request, made within a reasonable time before CLOSING, the
PURCHASER agrees to provide separate-certified checks as requested to assist in
cleaning up these matters. In addition, one half of the transfer tax shall be
credited against the balance of the purchase price due at Closing and Purchaser
shall be responsible for payment of same.
Affidavit as to judgments, bankruptcies, etc.
17. If a title examination discloses judgments, bankruptcies or other returns
against persons having names the same as or similar to that of SELLER, SELLER
shall deliver a satisfactory detailed affidavit at CLOSING showing that they are
not against SELLER.
Deed transfer and recording taxes
18. The transfer tax shall be borne equally by the parties, as provided in
paragraph 16 above.
Purchaser's lien
19. Intentionally deleted
Seller's inability to convey limitation of liability
20. If SELLER is unable to transfer title to PURCHASER in accordance with this
contracts SELLER'S sole liability shall be to refund all money paid on account
of this contract. Upon such refund this contract shall be considered cancelled,
and neither SELLER nor PURCHASER shall have any further rights against the
other.
Condition of property
21. PURCHASER has inspected the buildings on the PREMISES and the personal
property included in this sale and is thoroughly acquainted with their
condition. PURCHASER agrees to purchase them "as is" and in their present
condition subject to reasonable use, wear, tear, and natural deterioration
between now and CLOSING.
Entire agreement
22. All prior understandings and agreements between SELLER and PURCHASER are
merged in this contract. It completely expresses their full agreement. It has
been entered into after full investigation, neither party relying upon any
statements made by anyone else that is not set forth in this Contract.
Changes must be in writing
23. This Contract may not be changed or cancelled except in writing. The
contract shall also apply to and bind the distributees, heirs, executors,
administrators, successors and assigns of the respective parties. Each of the
parties hereby authorize their attorneys to agree in writing to any changes in
dates and time periods provided for in this contract.
Singular also means plural
24. any singular word or term herein shall also be read as in the plural
whenever the sense of this contract may require it.
25. Purchaser shall have the right to cancel this Agreement and receive back any
deposit hereunder if the transaction with First Industrial is not consummated by
March 31, 1998.
26. This Agreement may be signed in counterparts and delivered by telecopy.
In Presence Of: SELLER:
/s/ Xxxxxx Xxxxxxx UNITED STATES STEEL AND CARNEGIE PENSION
FUND, INC., AS Trustee as aforesaid
By: /s/ X. Xxxxxx Xxxxxxx
In Presence Of:
/s/ Xxxxxxxx Xxxxxxx PURCHASER:
DI GIORGIO CORPORATION
By: /s/ Xxxxxx X. Xxxx
Notary - Intentionally Deleted
Adjournment Closing of title under the within contract is hereby adjourned
to 19 at o'clock at
title to be closed and all adjustments to be made as of 19 .
Assignment For value received, the within contract and all the right,
title and interest of the purchaser thereunder are hereby assigned, transferred
and set over unto and said assignee
hereby assumes all obligations of the purchaser thereunder.
Dated 19
------------------------- -----------------------------------
Purchaser Assignee of Purchaser
Contract of Sale Premises
Title No. Section 44
Block 72
Lot 6 and 7
TO County or Town Hempstead, Nassau County
Street Numbered Address 000 Xxxxxxx Xxxxx
Xxxxxx Xxxx, Xxx Xxxx
Tax Billed Address
NORTH SHORE ABSTRACT, LTD.
as agent for:
CHICAGO TITLE INSURANCE COMPANY
Title No. N16175N
97-05-0155-000-495
SCHEDULE A
ALL that certain plot, piece or parcel of land, with the improvements thereon
situate, lying and being near Xxxxx Place, Town of Hempstead, County of Nassau
and State of New York, bounded and described as follows:
BEGINNING at a point on the Westerly side of East Gate Boulevard South, distant
369.60 feet Southerly from the Southerly end of a curve having a radius of 40.00
feet and a length of 62.83 feet which curve connects the said Westerly side of
East Gate Boulevard South with the Southerly side of Zeckendorf Boulevard;
RUNNING THENCE along said Westerly side of East Gate Boulevard South the
following three courses and distances:
1. South 04 degrees 35 minutes 24 seconds East, 590.35 feet;
2. Southerly along the arc of a circle bearing to the right and having a radius
of 65.00 feet a distance along said arc of 63.06 feet;
3. Southerly along the arc of a circle bearing to the left having a radius of
50.00 feet a distance along said arc of 115.98 feet to land of The People of the
State of New York as Meadowbrook State Parkway;
XXXXXX along said last mentioned land the following two courses and distances:
1. Northwesterly along the arc of a circle bearing to the right and having a
radius of 2030.00 feet a distance along said arc of 945.89 feet;
2. Northerly along the arc of a circle bearing to the left and having a radius
of 700.00 feet a distance along said arc of 245.42 feet to the land of the Long
Island Railroad Company;
THENCE Northerly along said last mentioned land along the arc of a circle
bearing to the left having a radius of 500.00 feet a distance along said arc of
84.01 feet;
THENCE North 85 degrees 24 minutes 36 seconds East, 910.92 feet to the point or
place of BEGINNING.
East Gate Boulevard is now known as Xxxxxxx Drive.
For conveyancing only, (Together with all right, title and interest of, in and
to any streets and if intended to be conveyed (roads abutting the above
described premises, to the center line thereof.
NORTH SHORE ABSTRACT, LTD.
as agent for:
CHICAGO TITLE INSURANCE COMPANY
Title No. N16175N
97-05-0155-000-495
SCHEDULE B
Hereinafter set forth are additional matters which will appear in our policy as
exceptions from coverage unless disposed of to our satisfaction prior to the
closing or delivery of the policy.
------------------------------------------------------------------------------
DISPOSITION
1. Rights of tenants or persons in possession, if any.
2. Taxes, tax liens, tax sales, water rates, sewer rents, and
assessments set forth herein.
3. Mortgages returned herein ( 2 ). The mortgages set forth in
the detailed statement within must be considered and/or
disposed of.
4. Proof is required that all parties to this transaction have
been known by no other names for the past ten years. Any
other names are to be submitted to this Company prior to
closing.
5. Covenants, conditions, easements, leases, agreements of
record etc., more fully set forth herein:
a) Covenants and Restrictions in Liber 4457 cp 459 as
modified by Liber 5343 cp 257 and Liber 5738 cp
55, Liber 6161 cp 536, Liber 6303 cp 510, Liber
6319 cp 215 as modified by Liber 6368 cp 598,
Liber 7082 cp 447 (copies to follow)
b) Electric Agreement in Liber 6874 cp 9 (affects 10
foot wide strip along Northerly side of Lot 6 and
15 foot wide strip along Westerly side of Lots 6
and 7)
c) Electric Agreement in Liber 7319 cp 381 (affects
Northeasterly part of Lot 6)
d) Reservation in Liber 7050 cp 537 for storm water
and sanitary sewer drain (affects Westerly part of
premises)
e) Right of Long Island Railroad, if any, to use and
maintain the railroad tracks over the Westerly
part of the premises herein as shown on the survey
by Xxxx & Xxxxxxx dated 10/28/81
f) Telephone Easement in Liber 6031 page 137 (affects
streets)
g) Sewer Easement in Liber 5829 page 556 (affects
streets)
6. The certified owner United States Steel and Carnegie Pension
Fund, Inc., As Trustee has been run for Judgments and Federal
Tax Liens. Nothing has been found of record.
7. Deed to contain the following recital: "Being the same
premises conveyed to the Grantor(s) herein by deed dated
6/10/63, recorded 6/13/63 in Liber 7168, Page 160."
Title Certified in: United States Steel and Carnegie Pension Fund, Inc., as
Trustee
A duplicate copy of the exceptions is furnished to you with the thought you may
wish to transmit same to the attorney for the owner of the property, and thereby
facilitate the clearing of the objection prior to closing.
NORTH SHORE ABSTRACT, LTD.
as agent for:
CHICAGO TITLE INSURANCE COMPANY
Title No. N16175N
97-05-0155-000-495
SCHEDULE B (Continued)
8. Meter reading must be obtained by seller. In the event said
reading is not obtained, then policy will except any
additional water and sewer charges from the date of the last
ACTUAL reading.
9. Company must be advised of purchaser's name prior to
closing. Additional title objections may be raised.
10. Closing deed to be a Trustee's deed from both Trustees
stating full consideration.
11. Proof is required that the Trusts are in full force and
effect and that Trustees are authorized to convey premises.
12. Agreement made between Xxxxxxxx Inc. and The Town of
Hempstead recorded 8/10/81 in Liber 9358 cp 249 (see within)
13. Non-Disturbance and Attornment Agreement recorded in Liber
9009 cp 376 for the benefit of Sysco Corporation. (see
within)
14. Terms, Covenants, Conditions, Provisions and Agreements of
lease in favor of Sysco Corporation, as Tenant.
15. Assignment of Lessor's Interest in Lease in Liber 9784 cp
503. (assigns the interest of Xxxxxxxx under the principal
lease, as further security under the mortgage now held by
New York Life Insurance Company)
16. Lease between United States Steel and Carnegie Pension Plan
Inc. (Fee Owner) and Xxxxxxxx Inc. (Landlord) in Liber 7219
Page 231, amended in Liber 7324 Page 409, assigned by Liber
9009, Page 367, expires 5/31/2011, with an option to renew
for 37 years. (see within)
17. Sublease between Xxxxxxxx Inc. (Landlord) and Sysco
Corporation (Tenant) dated 7/19/73, amended 12/16/76, a
memorandum of which was recorded in Liber 9009 Page 369
expires 1/31/2004, with an option to renew for 7 years, 4
months. (see within)
NORTH SHORE ABSTRACT, LTD.
as agent for:
CHICAGO TITLE INSURANCE COMPANY
Title No. N16175N
97-05-0155-000-495
SCHEDULE B (Continued)
18. Sublease between Sysco Corporation (Sublandlord) and WRGFF
Associates, L.P. (Subtenant) in Liber 10265 Page 61 1. (see
within)
19. Certification and Agreement between United States Steel and
Carnegie Pension Plan Inc. as Fee Owner and WRGFF
Associates, L.P. (Subtenant) and Xxxxx Xxxx Frozen Food,
Inc. (as Sub Sub-Tenant) in Liber 10265 Page 573. (see
within)
20. Agreement between New York Life Insurance Company
(Mortgagee), WRGFF Associates, L.P. (Second Subtenant),
Xxxxx Xxxx Frozen Food, Inc. (Third Subtenant), Xxxxxxxx,
Inc. (Prime Tenant), and Sysco Corporation (First Subtenant)
in Liber 14807 Page 873. (see within)
21. Sub-Sublease between WRGFF Associates, L.P. (Sublandlord)
and Xxxxx Xxxx Frozen Food, Inc. (Subtenant) in Liber 10265
Page 597. (see within)
22. Certification and Agreement between Xxxxxxxx, Inc.
(Landlord), Sysco Corporation (Tenant), WRGFF Associates,
L.P. (Subtenant) and Xxxxx Xxxx Frozen Food, Inc.
(Sub-Subtenant) in Liber 10265 Page 625. (see within)
23. Survey made by Xxxx and Xxxxxxx P.C., dated 4/29/92 shows a
1 story brick building, a 1 story metal building (freezer),
a garage, a 1 story concrete block area, and a 1 story
concrete block truck dock. Railroad tracks and sewer
easement over Northwesterly area. Concrete and asphalt areas
throughout. Concrete area straddles Southwesterly lot line.
Fence and railroad tie curb vary with Southerly lot line.
Fence lies up to 42.2 feet Southwest of Southwesterly lot
line and 13.3 feet West of Westerly lot line. Fence and curb
lie South of Northerly lot line and East of Easterly lot
line. Fence area with gate varies with Southeasterly area.
Signs, fences and concrete curb vary with Easterly record
line. No other variations or encroachments with lot lines.
Policy will except any changes since date of survey.
NOTE: The survey reading and survey inspection are not intended to be and should
not be used for the purpose of determining compliance with local building and
zoning laws and regulations; they should only be relied upon for the purpose of
disclosing exceptions to title.
Number Nl6175N
97050155000495
CERTIFICATE FOR TITLE INSURANCE
Issued by
CHICAGO TITLE INSURANCE COMPANY
Chicago Title Insurance Company, a Missouri Corporation, herein called
the Company, certifies to the Applicant named on the following page that an
examination of title to premises described in Schedule A has been made in
accordance with its usual procedure and agrees to issue the ALTA (10-17-92)
Owner's or Lender's form of insurance policy as modified by the New York
Coverage Endorsements in the amount and for the transaction set forth herein and
subject to the exclusions from coverage and the conditions and stipulations
therein contained.
After the closing of the transaction. in conformance with the
requirements and procedures of the Company, the Company will issue the policy
and except (i) all loss or damage by reason of the estates, interests, defects,
objections, liens, encumbrances and other matters set forth in Schedule B herein
that are not disposed of to the satisfaction of the Company prior to such
closing or issuance of the policy (ii) any questions or objection coming to the
attention of the Company before the date of closing, or if there be no closing,
before the issuance of the policy.
IN WITNESS WHEREOF, Chicago Title Insurance Company has caused its
corporate name and seal to be hereunto affixed by its duly authorized officers
on the date shown in Schedule A.
Questions concerning the within
Certificate should be directed to:
Issued by:
NORTH SHORE ABSTRACT LTD.
000 XXXXX XXXX XXXX
P.O. BOX 385
GREAT NECK, NY 11021
(000) 000-0000 CHICAGO TITLE INSURANCE COMPANY
FAX (000) 000-0000
By:
Dated:
Certified by: _______________________ ATTEST: President
Authorized Signature
Redated:
by:__________________________________ Secretary
Authorized Signature
This certificate is intended for lawyers only. Such exceptions as may be set
forth herein may effect marketability of title. Your lawyer should be consulted
before taking any action based upon the contents of this certificate. The
Company's representative at the closing hereunder may not act as legal advisor
to any of the parties or draw legal instruments for them. Such representative is
permitted to be of assistance only to an attorney. It is advisable to have your
attorney present at the closing.
Reorder Form No. 10881 (Rev. 10/92)
NORTH SHORE ABSTRACT, LTD.
as agent for
CHICAGO TITLE INSURANCE COMPANY
Title No. N16175N Effective Date: 6/20/97 Redated:
97-05-0155-000-495
Proposed Insured:
Purchaser: TBD
Mortgagee:
Amount of Insurance
Fee $13,500,000.00
Mortgage $
Leasehold $
THIS COMPANY CERTIFIES that a good and marketable title to the premises
described in Schedule A, subject to the liens, encumbrances and other matters,
if any, set forth in this certificate may be conveyed and/or mortgaged by:
United States Steel and Carnegie Pension Fund, Inc., as Trustee under Agreement
dated as of August 31, 1950 for United States Steel Corporation Non-Contributory
Pension Plan, as to a 9/10 interest, AND United States Steel and Carnegie
Pension Fund, Inc., as Trustee under Agreement dated as of February 15, 1951 for
United States Steel Corporation Contributory Pension Plan, as to a 1/10 interest
As to Tax Lot 6: By deed from Roosevelt Nassau Buildings Corporation
Dated 10/24/63, Recorded 10/25/63 in Liber 7219 Page 219
As to Tax Lot 7: By deed from Johnus Inc.
Dated 10/24/63, Recorded 10/25/63 in Liber 7219 Page 89
Premises described in Schedule "A" are known as:
Address: 000 Xxxxxxx Xxxxx
Xxxxxx Xxxx, Xxx Xxxx
County: Nassau City:
District: Town: Hempstead
Section: 44 Village:
Block: 72
Lot(s): 6 and 7
NOTE: This Certificate is intended for lawyers only. Such exceptions as may be
set forth herein may affect marketability of title. Your lawyer should be
consulted before taking any action based upon the contents hereof. The Company's
representative at closing here under may not act as legal advisor to any of the
parties or draw legal instruments for them. Such representative is permitted to
be of assistance only to an attorney. It is advisable to have your attorney
present at the closing.
For further information please call (000) 000-0000 or (000) 000-0000 or
0-000-000-0000
