Exhibit 10.3
PURCHASE AGREEMENT
THIS AGREEMENT, made as of the date that both parties have executed
this Agreement (the "Effective Date") by and between Grow Biz International,
Inc. ("Seller") and Xxxx Xxxx & Sons Trucking, Inc. ("Buyer").
R E C I T A L S:
WHEREAS, Seller is the owner of an office/warehouse containing
approximately 47,586 square feet of total space, and the real property on which
said building and other improvements are situate (the "Property"), said Property
being located at 0000 Xxxxxxxx Xxxxx, in the City of Golden Valley, County of
Hennepin, State of Minnesota, legally described on the attached Exhibit A; and
WHEREAS, Seller desires to sell the Property, and Buyer desires to
purchase the Property.
NOW, THEREFORE, in consideration of the premises and agreements
contained in this Agreement, the Seller agrees to sell the Property and the
Buyer agrees to purchase the Property upon the terms and conditions herein set
forth.
1. PURCHASE PRICE AND PAYMENT. The purchase price of Three Million Five
Hundred Fifty Thousand Dollars ($3,550,000) shall be payable as
follows:
a. One Hundred Thousand Dollars ($100,000) xxxxxxx money paid to
Seller hereunder; and
b. Three Million Four Hundred Fifty Thousand Dollars ($3,450,000)
cash on or before July 10, 2000 (the "Closing Date"), unless
extended by a written agreement signed by both parties.
2. TITLE MATTERS.
a. Subject to performance by the Buyer, Seller agrees to execute
and deliver to Buyer a Limited Warranty Deed conveying the
Property "as is", subject to all laws, regulations and other
restrictions including without limitation the following:
i. all municipal, building, zoning, set back,
subdivision and occupancy laws, ordinances, and
regulations and all state and federal regulations;
ii. restrictions relating to use or improvement of the
Property without effective forfeiture provisions;
iii. reservation of any mineral rights by the State of
Minnesota;
iv. any and all covenants, conditions, restrictions and
easements of record;
v. the lien of real estate taxes and special assessments
not yet due and payable;
vi. rights of Seller to occupy a portion of the Property
as set forth in the lease between Seller and Buyer
dated as of the Closing Date ("Lease"); and
vii. matters disclosed by any survey or environmental
assessment of the Property.
b. Seller agrees to deliver possession of the Property to Buyer
not later than the Closing Date, provided that all conditions
of this Agreement have been performed. Buyer agrees to allow
Seller ninety (90) days after the Closing Date to move its
employees from the portion of the Property to be occupied by
the Buyer into the portion of the Property to be occupied by
the Seller pursuant to the Lease. Seller agrees to use its
best efforts to complete necessary construction and move it
employees into the portion of the property to be occupied
under the Lease by the Seller prior to September 1, 2000.
c. Upon the execution of this Agreement Seller and Buyer shall
order a commitment for an owner's policy for title insurance
(the "Commitment") from a mutually acceptable title insurance
company.
Seller shall not be obligated to deliver to Buyer a Registered
Property Abstract or an Abstract of Title covering the
Property. If Buyer desires to obtain a policy of title
insurance insuring its interest, or is required to provide a
lender with such a policy insuring its interest, Buyer shall
purchase such policy(ies) at its sole cost and expense.
If Buyer defaults in its performance of this Agreement, and
Notice of Cancellation is served upon the Buyer pursuant to
Minnesota Statutes Section 559.21, the termination period
shall be thirty (30) days as permitted by Subdivision 4 of
Minnesota Statutes Section 559.21. This provision shall not
deprive either party of the right of enforcing the specific
performance of this Agreement or bring an action for legal
damages.
3. PERSONAL PROPERTY. This sale does not include personal property;
however, Seller will sell to Buyer certain office cubicles for
consideration of One Thousand Eight Hundred Fifty Dollars ($1,850) each
in a total number to be determined by Seller in its discretion based on
its needs.
4. REAL ESTATE TAXES, SPECIAL ASSESSMENTS, AND PRORATIONS.
a. Tax and Assessment Prorations. Seller shall pay all taxes and
annual installments of special assessments payable in 1999 and
in all prior years. All taxes due and payable in 2000 and all
annual installments of special assessments that are included
with the taxes payable in 2000, shall be prorated by and
between Buyer and Seller on a calendar year basis, as of the
Closing Date. Buyer shall assume on the Closing Date all
special assessments levied as of the Closing Date. Buyer shall
assume all special assessments pending as of the Closing Date
for improvements that have been ordered by the City Council or
other assessing authorities. Buyer shall pay real estate taxes
due and payable in the year following closing and thereafter
and any unpaid installments of special assessments payable
therewith and thereafter; and
-2-
b. Proration of Income and Expenses. All operating expenses from
the Property shall be prorated between the parties as of the
Closing Date on a calendar year basis. Seller shall be
responsible for all expenses incurred prior to the Closing
Date, and Buyer shall be responsible for all operating
expenses of the Property incurred on and after the Closing
Date.
5. DOCUMENTS INCLUDED AT CLOSING. Subject to full, complete and timely
performance by Buyer of its obligations hereunder, Seller shall deliver
to Buyer at closing the following documents:
a. A Limited Warranty Deed duly executed and acknowledged by
Seller;
b. An Affidavit Regarding Corporation, in the customary form,
relative to judgments, federal tax liens, mechanic's liens,
corporate authority for this transaction, bankruptcies and
outstanding interests in the Property;
c. Keys for the Property;
d. A FIRPTA affidavit in the standard form;
e. Well Disclosure Form;
f. Any other documents reasonably required by the title company;
and
g. The Lease between the Buyer and the Seller dated of even date
herewith, whereby the Seller shall lease from the Buyer a
portion of the Property at a rate of $8.40 per square foot
("Lease").
6. CONDITION OF PROPERTY. Buyer acknowledges that Seller has disclosed
that there is environmental contamination on the Property, and Buyer
will conduct its own due diligence in this regard. Buyer acknowledges
that it is purchasing the Property in an "AS IS" condition, without
representations or warranties, express or implied, as to the
merchantability, condition, fitness or habitability of the Property, or
as to the Property's suitability for a particular use, or its
compliance with governmental requirements, or as to the physical or
environmental condition of the Property or any part or component
thereof. Buyer acknowledges that it has or will have conducted such
inspections of the Property as it considers necessary and is not
relying on Seller in any way to determine the present condition,
suitability or desirability of the Property.
SELLER MAKES NO INDEPENDENT REPRESENTATIONS OR WARRANTIES WHATSOEVER,
EXPRESS, IMPUTED OR IMPLIED, AS TO THE PRESENCE OF HAZARDOUS MATERIALS
IN, ON OR UNDER THE PROPERTY. BUYER HAS OR WILL HAVE BEEN PROVIDED FULL
AND COMPLETE ACCESS TO THE PROPERTY AND WITH THE FULL RIGHT TO EXAMINE
AND TEST THE SAME. BUYER IS RELYING SOLELY UPON SUCH ACCESS,
INVESTIGATION AND TESTING AND IS NOT RELYING UPON ANY REPRESENTATION OR
WARRANTY MADE BY SELLER IN CONNECTION WITH THE PROPERTY OR ABSENCE OF
ANY HAZARDOUS MATERIALS.
-3-
BUYER HEREBY AGREES THAT IT SHALL RELEASE SELLER AND EACH OF THE
FORMER, PRESENT AND FUTURE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
SHAREHOLDERS AND ATTORNEYS OF SELLER AND ALL OF ITS SUCCESSORS AND
ASSIGNS FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, COST, DAMAGE AND
EXPENSE, INCLUDING WITNESSES' AND ATTORNEYS' FEES, CLAIMS, DEMANDS AND
CAUSES OF ACTION WHICH BUYER HAS, HAD OR MAY HAVE, ARISING OUT OF OR
RESULTING FROM OR DUE TO THE EXISTENCE OF OR RELEASE OR THREATENED
RELEASE OF HAZARDOUS SUBSTANCES, HAZARDOUS WASTE, ASBESTOS, POLLUTANTS
OR CONTAMINANTS, ALL AS DEFINED OR INCLUDED UNDER FEDERAL OR STATE
STATUTES OR REGULATIONS, OR LOCAL ORDINANCES, NOW EXISTING OR HEREAFTER
ENACTED OR AMENDED WHICH WERE, OR ARE CLAIMED OR ALLEGED TO HAVE BEEN
RELEASED, DEPOSITED, STORED, DISPOSED OR, REMOVED FROM, PLACED OR
OTHERWISE LOCATED OR ALLOWED TO BE LOCATED ON THE PROPERTY BY ANY
PERSON AT ANY TIME PRIOR TO THE CLOSING DATE, OR IN CONNECTION WITH THE
REMOVAL, DISPOSAL, STORAGE, OR CONTAINMENT OF SUCH HAZARDOUS
SUBSTANCES.
7. MISCELLANEOUS.
a. Closing Costs
Seller and Buyer agree to the following prorations and
allocation of costs regarding this Agreement:
i. Title Insurance and Closing Fee. Seller shall pay for
the cost of the issuance of the Commitment. Buyer
shall pay for the issuance of a mortgagee's and/or
owner's policy of title insurance, if so requested by
Buyer. Buyer shall also pay for any reasonable and
customary closing fee or charge imposed by the title
company or agent closing this sale;
ii. Deed Tax, Mortgage Registry Tax. Seller shall pay of
the cost of the state deed tax payable upon the
recording of the Limited Warranty Deed. Buyer shall
pay any mortgage registry tax owing upon the
recording of any Mortgage;
iii. Recording Fees. Buyer shall pay the cost of recording
all documents; and
iv. Attorneys' Fees. Each of the parties will pay its own
attorneys' fees.
b. Seller and Buyer hereby acknowledge that time is of the
essence of this Agreement;
c. All notices, demands and requests which may be given or served
or which are required to be given or served by either party to
the other shall be in writing and shall be sent via United
States mail, certified mail, return receipt requested, postage
prepaid, addressed as follows:
-4-
If to Seller: Grow Biz International, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
If to Buyer: Xxxx Xxxx & Sons Trucking, Inc.
0000 Xxxxx Xxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attn: Xxxxxx Xxxx
Notices, demand and requests by the Seller or Buyer in the manner
aforesaid shall be deemed sufficiently served or given for all purposes
hereunder at the time such notice, demand or request shall be mailed.
Either party may change the place to which notice is to be sent by
serving a written notice thereof upon the other in accordance with the
terms hereof;
d. This Agreement shall inure to the benefit of, and shall be
binding upon, the successors and assigns of the parties
hereto;
e. Grow Biz will pay to JVM Realty Advisors, Inc. One Hundred
Sixty Thousand Dollars ($160,000) for real estate brokerage
services performed in relation to this Agreement. Each party
represents and warrants that no other brokers were involved in
the Purchase and Sale of the Property;
f. This Agreement shall be construed in accordance with the laws
of the State of Minnesota;
g. Seller represents that it is not aware of any xxxxx on the
Property;
h. This Agreement constitutes the entire agreement between Buyer
and Seller, and any terms or conditions which are not
expressly contained herein shall be of no force and effect.
Further, this Agreement may be amended only by a written
agreement executed by Buyer and Seller; and
i. Buyer understands and agrees that this sale is subject to
acceptance by Seller in writing.
IN WITNESS WHEREOF, the undersigned have BUYER:
executed this Agreement as of the dates
indicated below.SELLER:
GROW BIZ INTERNATIONAL, INC. XXXX XXXX & SONS TRUCKING, INC.
By
--------------------------------
Its
--------------------------------
By
--------------------------------
Its
--------------------------------
Dated:
-----------------------------
Dated:
-----------------------------
-5-
EXHIBIT A
XXX 0, XXXXX 0, XXXXXXXX XXXXXXXX XXXXXX, X.X.X. NO. 61, ACCORDING
TO THE RECORDED PLAT THEREOF AND SITUATE IN HENNEPIN COUNTY, MINNESOTA.
-6-
