COMMERCIAL - INDUSTRIAL - INVESTMENT
REAL ESTATE PURCHASE CONTRACT
This is a legally binding Contract. It has been prepared for the use of its
members only by the UTAH ASSOCIATION OF REALTORS in transactions involving
members' clients or customers. As such the Contract is intended to represent a
reasonable effort to balance the interests of Buyer and Seller. Nonetheless, the
Buyer and the Seller may legally agree in writing to alter or delete provisions
of this form. Seek legal or tax advice from your attorney or tax advisor before
entering into a binding contract.
XXXXXXX MONEY RECEIPT
The Buyer XXX Development, LC offers to purchase the Property described
below and delivers as Xxxxxxx Money Deposit $ 1,000 in the form of a Check to be
deposited within tree business days after Acceptance of this offer to purchase
by all parties:
[x] the Brokerage
[ ] the Title/Escrow Company identified below.
Brokerage or Title/Escrow Company Metro National Title Address 000 Xxxx
Xxxxxxxx, Xxxxx 000, Xxxx Xxxx, XX 00000 Received by Xxxxxxx X. Xxxxx On
(date)___________ Phone Number 801/000-0000 (If Title/Escrow Company) for
deposit no later than (date) ______________
[ ]____________________________________________________________________________
OFFER TO PURCHASE
1. PROPERTY: Approx. 60,000 sq. Ft. on approx. 3.5 acres as shown on Exhibit "A"
which be reference is made a pert hereof. Address 0000 Xxxx Xxxxx Xxxx Xxxx Xxxx
Xxxx Xxxx Xxxxxx Salt Lake State Utah For legal description, see: [ ] attached
addendum # [ x ] preliminary title report when available as provided below.
1.1 Included Items. Unless excluded herein, this sale shall include all
fixtures presently attached to the Property. The following personal Property
shall also be included in this sale and conveyed under separate Xxxx of Sale
with warranties as to title:
1.2 Excluded items. These items are excluded from this sale: None
2. PURCHASE PRICE AND FINANCING. Buyer agrees to pay for the Property as
follows:
$1,000 Xxxxxxx Money Deposit
$959,000 Loan Proceeds:
[ ] Representing the liability to be assumed by Buyer under an existing
assumable loan [ ] with [ ] without Seller being released of liability
Any net differences between the approximate balance of the loan shown
above and the actual balance at closing shall be then adjusted in [ ]
cash [ ] other.
[X] From new institutional financing on terms no less favorable to the
Buyer than the following: 9/14 (Interest rate for first period prior to
adjustment, if any); 20 yr. (amortization period); 7 yr. (term). Other
than these, the loan terms shall be the best obtainable under the loan
for which the Buyer applies below.
[ ] From seller-held financing, as described in the attached Seller
Financing Addendum.
$ 540,000 Other: Real Property located at approx. 0000 Xx. Xxxxxxx 00, Xxxx
Xxxxxx, Xxxx (See Exhibit "B") $ Balance of purchase price in cash at Closing
$1,500,000 TOTAL PURCHASE PRICE
3. Closing. This transaction shall be Closed on or before March 21, 1997 .
Closing shall occur when: (a) Buyer and Seller have signed and delivered to each
other (or to the escrow/title company), all documents required by this Contract,
by the Lender, by written escrow instructions signed by the Buyer and the
Seller, and by applicable law; (b) the monies required to be paid under thee
documents have been delivered to the escrow/title company in the form of
collected or cleared funds; and (C) the deed which the Seller has agreed to
deliver under Section 6 has been recorded, Seller and Buyer shall each pay
one-half of the escrow Closing fee, unless otherwise agreed by the parties in
writing. Taxes and assessments for the current year, rents, and interest on
assumed obligations shall be prorated as set forth in this Section. All deposits
on tenancies shall be transferred to Buyer at Closing. Prorations set forth in
this Section shall be made as of [ x ] date of Closing; [ ] date of possession;
[ ] other____________ .
4. POSSESSION. Seller shall deliver possession to Buyer at Closing.
5. CONFIRMATION OF AGENCY DISCLOSURE. At the signing of this Contract the
listing agent Xxxxxxxx Xxxxxxx/Internet Properties represents [ x ] general [ ]
Buyer, and the selling agent CRG/Dell Xxxxxxx, Xxx Xxxx & Xxxxx Xxxxxxx
represents [ ] Seller [ x ] Buyer. Buyer and Seller confirm that prior to
signing this Contract written disclosure of the agency relationship was provided
to him/her. (/s/DN) Buyer's initials ( /s/RDS ) Seller's initials.
6. TITLE TO Property AND TITLE INSURANCE. (a) Seller has, or shall have at
Closing, fee title to the Property and agrees to convey such title to Buyer by [
x ] general [ ] special warranty deed, free of financial incumbrance as
warranted under Section 10.6; (b) Seller agrees to pay for, and furnish Buyer at
Closing with, a current standard form owner's policy of title insurance in the
amount of the TOTAL PURCHASE PRICE; (C) the title policy shall conform with
Seller's obligations under subsections (a) and (b). Unless otherwise agreed
under subsection 8.4, the commitment shall conform with the title insurance
commitment provided under Section 7.1
7. SPECIFIC UNDERTAKINGS OF SELLER AND BUYER.
7.1 SELLER DISCLOSURES. The Seller will deliver to the buyer the following
Seller Disclosures no later than the number of calendar days indicated below
which shall be after Acceptance:
(Days)
[x] (a) a Seller Property condition
disclosure for the Property, signed and
dated by Seller; 10
[x] (b) a commitment for the policy of title
insurance required under Section 6, to be
issued by the title insurance company,
including copies of all documents listed
as Exceptions on the Commitment. 10
[ ] (c) a copy of all loan documents
relating to any loan now existing which
will encumber the Property after Closing;
[x] (d) a copy of all leases and rental
agreements now in effect with regard to
the Property together with a current rent
roll; 10
[x] (e) operating statements of the Property
for its last 1 full fiscal years of
operations plus the current fiscal year
through January, 1997, certified by the
Seller or by an independent auditor; 10
[x] (f) tenant estoppel agreements. Ten days
prior to Closing
Seller agrees to pay any charge for cancellation of the title commitment
provided under subsection (b).
If Seller does not provide any of the Seller Disclosures within the
time periods agreed above, the buyer may either waive the particular Seller
Disclosure requirement by taking no timely action or the buyer may notify the
Seller in writing within 35 calendar days after the expiration of the particular
disclosure time period that the Seller is in Default under this Contract and
that the remedies under Section 16 are at the Buyer's disposal. The holder of
the Xxxxxxx Money Deposit shall, upon receipt of a copy of Buyer's written
notice, return to the Buyer the Xxxxxxx Money Deposit without the requirement of
further written authorization from the Seller.
7.3 ADDITIONAL DUE DILIGENCE. The Buyer shall undertake the following additional
due diligence elements at its own expense and for its own benefit for the
purpose of complying with the contingencies under Section 8:
[x] (a) Ordering and obtaining an appraisal of the Property if one is not
otherwise required under Section 7.2 (a);
[x] (b) Ordering and obtaining a survey of the Property if one is not
otherwise required under Section 6;
[x] (c) Ordering and obtaining any environmentally related study of the
Property;
[x] (d) Ordering and obtaining a physical inspection report regarding, and
completing a personal inspection of, the Property;
[x] (e) Requesting and obtaining verification that the Property complies with
all applicable federal, state and local laws, ordinances and regulations
with regard to zoning and permissible use of the Property.
Seller agrees to cooperate fully with Buyer's completing these due diligence
matters and to make the Property available as reasonable and necessary for the
same.
8. CONTINGENCIES. This offer is subject to the Buyer's approving in it sole
discretion the Seller Disclosures, the Buyer Undertakings and Additional Due
Diligence matters in Section 7.
8.2 If Buyer does not deliver a written objection to Seller regarding
a Seller Disclosure, Buyer Undertaking or Due Diligence matter within the review
period of Addendum #1 hereto, that item will be deemed approved by Buyer.
8.3 If Buyer objects, Buyer and Seller shall have 20 calendar days
after receipt of the objections to resolve Buyer's objections. Seller may, but
shall not be required to, resolve Buyer's objections. Likewise, the Buyer is
under no obligation to accept any resolution proposed by the Seller. If Buyer's
objections are not resolved within the stated time, Buyer may void this Contract
by providing written notice to Seller within the same stated time. The holder of
the Xxxxxxx Money Deposit shall, upon receipt of a copy of Buyer's written
notice, return to Buyer the Xxxxxxx Money Deposit without the requirement of any
further written authorization from Seller. If this Contract is not voided by
Buyer, Buyer's objections deemed to have been waived. However, this waiver does
not affect warranties under Section 10.
8.3 Resolution of Buyer's objections under Section 8.2 shall be in
writing and shall be come part of this Contract.
9. SPECIAL CONTINGENCIES. This offer is made subject to: terms and conditions of
attached Addendum #1 The terms of attached Addendum #1 are incorporated into
this Contract by this reference.
10. SELLER'S LIMITED WARRANTIES. Seller's warranties to Buyer regarding the
Property are limited to the following:
10.1 When seller delivers possession of the Property to Buyer, it will
be broom-clean and free of debris and personal belongings;
10.2 Seller will deliver possession of the Property to Buyer with the
plumbing, plumbed fixtures, heating, cooling, ventilating, electrical and
sprinkler (indoor and outdoor) systems, appliances and fireplaces in working
order;
10.3 Seller will deliver possession of the Property to Buyer with the
roof and foundation free of leaks known to Seller;
10.4 Seller will deliver possession of the Property to Buyer with any
private well or septic tank serving the Property in working order and in
compliance with governmental regulations;
10.5 Seller will be responsible for repairing any of Seller's
moving-related damage to the Property;
10.6 At Closing, Seller will bring current all financial obligations
encumbering the Property which are assumed in writing by Buyer and will
discharge all such obligations which Buyer has not so assumed;
10.7 As of Closing, Seller has no knowledge of any claim or notice of
an environmental, building or zoning code violation regarding the Property which
has not been resolved.
11. VERIFICATION OF WARRANTED AND INCLUDED ITEMS. After all contingencies have
been removed and before Closing, the buyer may conduct a "walk-through"
inspection of the Property to determine whether or not items warranted by Seller
in Section 10.1, 10.2, 10.3 and 10.4 are in the warranted condition and to
verify that items included in Section 1.1 are presently on the Property. If nay
item is not in the warranted condition, Seller will correct, repair or replace
it as necessary or, with the consent of Buyer and (if required) Lender, escrow
an amount at Closing to provide for such repair or replacement. The buyer's
failure to conduct a "walk-through" inspection or to Claim during the
"walk-through" inspection that the Property does not include all items
referenced in Section 1.1 or is not in the condition warranted in Section 10,
shall constitute a waiver of Buyer's rights under section 1.1 and of the
warranties contained in Section 10.
12. CHANGES DURING TRANSACTION. Seller agrees that no changes in any existing
leases shall be made, no new leases entered into, and no substantial alterations
or improvements to the Property shall be undertaken without the written consent
of the Buyer.
13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation, partnership,
trust, estate or other entity, the person signing this Contract on its behalf
warrants his or her authority to do so and to bind Buyer or Seller and their
heirs or successors in interest to Buyer of Seller. If the Seller is not the
vested owner of the Property but has control over the vested owner's disposition
of the Property, the Seller agrees to exercise this control and deliver title
under this Contract as if it had been signed by the vested owner.
14. COMPLETE CONTRACT. This instrument (together with this addenda, any attached
exhibits, and Seller Disclosures) constitutes the entire Contract between the
parties and supersedes all prior dealings between the parties. This Contract
cannot be changed except by written agreement of the parties.
15. DISPUTE RESOLUTION. The parties agree that any dispute or Claim relating to
this Contract, including but not limited to the disposition of the Xxxxxxx Money
Deposit and the breach or termination of this Contract, shall first be submitted
to mediation in accordance e with the Utah Real Estate Buyer/Seller Mediation
Rules of the American Arbitration Association. Each party agrees to bear its own
costs of mediation. Any agreement signed by the parties pursuant to the
mediation shall be binding. If mediation fails, the procedures applicable and
remedies available under this Contract shall apply. Nothing in this Section
shall prohibit the Buyer form seeking specific performance by the Seller by
filing a complaint with the court, serving it on the Seller by means of summons
or as otherwise permitted by law, and recording a lis pendens with regard to the
action provided that the buyer permits the Seller to refrain from answering the
complaint pending mediation. Also the parties may agree in writing to waive
mediation.
16. DEFAULT. If Buyer defaults, Seller may elect to either retain the Xxxxxxx
Money Deposit as liquidated damages or to return the Xxxxxxx Money Deposit and
xxx Buyer to enforce Seller's rights. If Seller defaults, in addition to return
of the Xxxxxxx Money Deposit, Buyer may elect to either accept from Seller as
liquidated damages a sum equal to the Xxxxxxx Money Deposit or xxx Seller for
specific performance and/or damages. If Buyer elects to accept the liquidated
damages, Seller agrees to pay the liquidated damages to buyer upon demand. Where
a Section of this Contract provides a specific remedy, the parties intend that
the remedy shall be exclusive regardless of rights which might otherwise be
available under common law.
17. ATTORNEY'S FEES. In any action arising out of this Contract, the prevailing
party shall be entitled to costs and reasonable attorney's fees.
18. DISPOSITION OF XXXXXXX MONEY. The Xxxxxxx Money Deposit shall not be
released unless it is authorized by: (a) Sections 7.1, 7.2 and 8.3; (b) separate
written agreement of the parties including an agreements under Section 15 if (a)
does not apply; or (C) court order.
19. ABROGATION. Except for express warranties made in this Contract, the
provisions of this Contract shall no apply after Closing.
20. RISK OF LOSS. All risk of loss or damage to the Property shall be borne by
Seller until Closing.
21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth
in this transaction. Extensions must be agreed to in writing by all parties.
Performance under each section of this Contract which references a date shall be
required absolutely by 5:00 P.M., Mountain Time on the stated date.
22. COUNTERPARTS AND FACSIMILE (FAX) DOCUMENTS. This contract may be signed in
counterparts, and each counterpart bearing an original signature. Also facsimile
transmission of any singed original document and retransmission of any signed
facsimile transmission shall be the same as delivery of an original.
23. ACCEPTANCE. Acceptance occurs when Seller or Buyer, responding to an offer
or counteroffer of the other; (a) signs the offer or counteroffer where noted to
indicate acceptance; and (b) communicates to the other party or the other
party's agent that the offer or counteroffer has been signed as required.
24. OFFER AND TIME FOR ACCEPTANCE. Buyer offers to purchase the Property on the
above terms and conditions. If Seller does not accept his offer by 5:00 [ ] AM
[x] PM Mountain Time, February 10, 1997 this offer shall lapse; and the holder
of the Xxxxxxx Money Deposit shall return it to the Buyer.
XXX Development, LC By: /s/Dell X. Xxxxxxx February 5, 1997
---------------------------- --------------------
(Buyer's Signature) Its: Member (Offer Reference Date)
-------------------------------------------------------------------------------
(Notice Address) (Phone)
ACCEPTANCE/REJECTION/COUNTER OFFER
TAC, INC.
[X ] Acceptance of Offer to Purchase: Seller Accepts the foregoing offer on
the terms and conditions specified above.
/s/Xxxxxxx Xxxxxx, President 2/7/97
-------------------------- --------- -------
(Seller's Signature) (Date) (Time)
-------------------------------------------------------------------------------
(Notice Address) (Phone)
[ ] Rejection: Seller rejects the foregoing offer.
_________________________ (Seller's initials)________________(Date)_______(Time)
[ ] Counteroffer: Seller presents for Buyer's Acceptance the terms of
Buyer's offer subject to the exceptions or modifications as specified in the
attached Counter Offer #_________________.
XXXXXXXX # 0 / COUNTER OFFER #
REAL ESTATE PURCHASE CONTRACT
This is an ADDENDUM/COUNTER OFFER to that REAL ESTATE PURCHASE CONTRACT (the
"REPC") with an Offer Referenced Date of February 5, 1997, including addenda and
counter offers between XXX Development, L.C., as Buyer and TAC, Inc. as Seller.
The following terms are hereby incorporated as part of the REPC, and to the
extent these terms modify or conflict with any provisions of the REPC, these
terms shall control. All other terms of the REPC not modified shall remain the
same.
1. The Buyer's performance under the terms of this offer are contingent
upon and subject to the following items:
a. Buyer's review and approval of a Buyer provided ALTA,
Topographical & Utility Survey;
b. Buyer's review and approval of a Buyer provided Level 1
Environmental report. Seller shall be responsible for all costs
and expenses associated with the REMEDIATION of any environmental
problems that may exist on the subject real property;
c. Buyers satisfactory completion of an inspection of this subject
real Property; and, d. Buyer's completion of all due diligence
items associated with its contemplated use of the site.
2. Buyer shall have until March 10, 1997 to conclude its review of the
Seller provided items and its due diligence efforts. This period and
the Closing date shall be extended by the amount of delay of any
Seller provided item beyond a date 10 days of Sellers acceptance of
this offer.
3. Seller represents that there are no outstanding leases or rental
agreements covering any portion of the subject real Property other
than disclosed to Buyer.
4. Buyer hereby discloses that Dell X. Xxxxxxx and Xxxxxx Xxxx are
licensed real estate agents in the State of Utah, and are member of
XXX Development, LC.
5. This offer is subject to the review and approval of the members of XXX
Development, LC., and the receipt of acceptable financing by March 10,
1997.
6. Title and escrow services to be provided by Xxxxxxx Xxxxx, Esq. of
Metro National Title Company at 000 Xxxx Xxxxxxxx, Xxxxx 000, Xxxx
Xxxx Xxxx, Xxxx, 00000.
7. Each party shall provide one another with any existing surveys, plats,
environmental reports or other studies currently in its possession
concerning the subject real properties.
8. Upon removal of Buyer's contingencies, the Buyer shall deposit an
additional $9,000 xxxxxxx money into escrow. At that time the entire
xxxxxxx money deposit ($10,000) shall be non-refundable to Buyer
except in the event that the transaction fails to close due to a
default in the part of the Seller.
9. Seller shall have until February 28, 1997 , to accept the East Layton
property. (RDS)
[x] Seller [ ] Buyer shall have until 5:00 [ ]AM [x] PM Mountain Time, February
10, 1997, to accept these terms in accordance with Section 23 of the REPC.
Unless so accepted, this offer shall lapse.
XXX Development, LC
By:
/s/Dell X. Xxxxxxx 2/7/97
[ ]Buyer [ ]Seller Signature Date
[ ]Buyer [ ]Seller Signature Date
TAC, Inc. ACCEPTANCE/REJECTION/COUNTER OFFER
CHECK ONE:
[X]Acceptance [ ] Seller [ ]Buyer hereby accepts these terms.
/s/Xxxxxxx Xxxxxx, President 2/7/97
[ ]Buyer [ ]Seller Signature Date Time
[ ]Buyer [ ]Seller Signature Date Time
[ ]Rejection: [ ]Seller [ ]Buyer rejects these terms
(initials) (Date) (Time)
[ ]Counter Offer: [ ]Seller [ ]Buyer presents as a counter offer the terms set
forth on the
Attached as Exhibit "A" to this Agreement is a plat map highlighting the
section of property located at 0000 X Xxxxx Xxxx Xxxx, 128-002
Attached as Exhibit "B" to this Agreement is a plat map highlighting the
section of property located off Old Mountain Road and previously owned by the
Seller.
