PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT is made this 5th day of August, 1996, between H. Xxxxx
Xxxxxxxxxx and Xxxxxxx X. Xxxxxxxxxx, husband and wife, as Joint Tenants,
hereinafter called Seller, and United Grocers, Inc., an Oregon Corporation,
hereinafter called Buyer, as follows:
1. In consideration of the payment to Seller of a deposit in the amount of TEN
DOLLARS ($10.00), Seller hereby grants to Buyer the exclusive right to purchase
for ONE HUNDRED FORTY THOUSAND TWO HUNDRED NINETY THREE and NO/100 DOLLARS
($140,293.00), the following described real property and all improvements
thereon in the County of Lake, State of California, as outlined in RED on the
Exhibit "A" attached hereto and described on the Exhibit "B" legal description
attached hereto, together with all of Seller's right, title and interest, in
adjoining street and alleys.
2. Prior to the close of escrow, Buyer and its employees, agents, servants,
representatives and contractors, may enter the property at reasonable times and
in a reasonable manner for purposes of making or performing such borings,
surveys, engineering studies, soil tests and studies, environmental sampling
and/or tests, general inspections and tests thereon as buyer deems necessary or
advisable. Buyer shall indemnify and hold Seller harmless from any liability or
damage caused by Buyer or Buyer's agents for the activities permitted in this
Paragraph 2. In the event any of the soils tests, borings, surveys or
engineering studies referred to above determines the property, or any part
thereof is unsuitable for construction, in Buyer's sole discretion, Buyer may
cancel this agreement upon ten (10) days written notice.
3. This agreement shall constitute a contract for the purchase of said property
on the terms and conditions hereinafter set forth.
4. The purchase price of ONE HUNDRED FORTY THOUSAND TWO HUNDRED NINETY THREE AND
NO/100 DOLLARS ($140,293.00) shall be payable on delivery of the deed and
completion of the escrow as hereinafter provided.
5. Buyer and Seller hereby acknowledge that an escrow covering the purchase and
sale of said property has been opened by Buyer with Lake County Title Company at
X.X. Xxx 0, 000 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, hereinafter called
escrow agent, and Buyer shall deposit with escrow agent an executed copy of this
agreement. Seller shall, prior to the close of escrow, deposit a Grant Deed of
said property to Buyer and all title papers required by escrow agent or Buyer.
6. Buyers title to said property shall be evidenced by an owner's policy of
title insurance in the amount of the purchase price written by First American
Title Insurance Company. Title shall be subject only to current taxes not yet
delinquent and shall be free and clear of all other matters not approved by
Buyer in writing. Said other matters include, without
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limitations, all encumbrances, leases, tenancies, rental agreements,
reservations, covenants, conditions, restrictions, easements, right of way and
encroachments on to or from said property. Seller promises to furnish Buyer with
copies of all written leases, tenancies and rental agreements and to advise
Buyer fully as to any not written. Seller further promises that Buyer, at
Buyer's expense, will be able to obtain a survey confirming that said property
extends to the street line of all adjacent streets and that there are no
easements, rights of way or encroachments. Should Buyer inform Seller of matters
not acceptable to Buyer, Seller shall make every effort to correct such matters.
7. Seller agrees that Buyer's obligation to purchase said property is subject to
satisfaction of the following conditions upon completion of escrow, and Seller
further agrees Buyer may waive any of the following conditions prior to the
close of escrow:
A. Said property will be zoned for retail business use and any zoning shall not
impose conditions unsatisfactory to Buyer concerning the construction and
operation of any buildings, parking or related improvements.
B. If any portion of said property is transacted or separated from another
portion of said property, said streets and alleys shall be unconditionally
vacated, free and clear of all easements on terms satisfactory to Buyer, and
title thereto shall be transferred to Buyer concurrently with the transfer of
said property to Buyer. Seller agrees to cooperate fully with Buyer in obtaining
such vacation.
Buyer shall have all the time necessary to satisfy itself as to the conditions
set forth in this paragraph, provided Buyer proceeds with reasonable diligence.
8. Within twenty (20) days after (A) Seller complied with its agreements and
promises made herein, (B) all conditions specified herein have been satisfied or
waived and (C) escrow agent has advised Buyer that it is prepared to complete
the escrow under the terms hereof, Buyer shall forward to escrow agent the
balance of the purchase price and Buyer's closing instructions. The escrow shall
close within thirty (30) days of the escrow agents receipt of Buyer's funds and
closing instructions.
9. Seller promises to and shall deliver possession of the property described in
paragraph 1 on the date title is transferred.
10. Rents and real property taxes shall be prorated as of the date of transfer
of title, and each party shall pay half of the escrow fee. Buyer and Seller
shall each pay half of the following items: any assessments for improvements,
completed or partially completed prior to the date hereof, notary fees and
expenses of placing title in proper condition and/or abstracting charges to
insure that condition, and all governmental impositions incurred as a result of
the transfer of title to Buyer, the cost of recording the deed and the title
premium.
11. Buyer and Seller represent and warrant to each other that there are no
brokers entitled to a real estate commission with respect to the purchase and
sale of the property. Buyer and
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Seller shall indemnify, hold harmless and defend the other party from the
payment of any and all brokers and finders expenses, commissions, fees or other
forms of compensation which may have been earned by any third party acting on
behalf of the indemnifying party in connection with the negotiation and
execution hereof and the consummation of the transaction contemplated hereby.
12. Seller hereby represents and warrants, that at the time of closing, the
transferred real property will be free and clear of all hazardous wastes and
substances and Seller will indemnify and hold Buyer harmless from any and all
liability arising out of and incident to the presence of such substances as of
the date of closing. This representation and warranty shall survive the delivery
of the deed and date of closing.
A. Seller has provided Buyer with an environmental inspection and audit report
("audit") which is sufficient to constitute an appropriate inquiry into the
previous ownership(s) and uses of the property, and an appropriate inspection of
the property for the presence of hazardous wastes, substances or materials so as
to qualify Buyer as an innocent landowner under CERCLA.
B. The audit is in a form and of content satisfactory to Buyer.
13. Seller warrants that there are no pending assessments, bonds, or other
liens, other than those as may be disclosed by a title insurance report.
14. This agreement may be terminated by Buyer by written notice to seller if it
reasonably appears to Buyer that within a reasonable time all of the conditions
in Paragraph 7 A and B, cannot be completed. If Buyer so terminates this
agreement Seller shall return said deposit(s). Further, if Seller has not
complied with the agreements made herein within twelve (12) months after the
date hereof, Buyer may terminate this agreement by giving ten (10) days' written
notice to escrow agent and seller, in event of such termination, Seller shall
return said deposit(s) to Buyer. Should Buyer fail to so deposit its funds or
escrow instructions as provided in paragraph 10, hereof, Seller may give ten
(10) days' written notice to escrow agent and Buyer, Buyer's default is not
cured within such ten (10) days, this agreements shall terminate and Seller
shall, as its sole remedy, retain the said deposit(s) paid to Seller.
BUYER AND SELLER AGREE BY PLACING THEIR INITIALS HERE (_______BUYER
______SELLER) THAT IF SELLER TERMINATES THIS AGREEMENT UPON THE BUYER'S DEFAULT
AS SET FORTH IN THIS AGREEMENT, SELLER MAY RETAIN THE DEPOSIT(S) REFERRED TO IN
THIS AGREEMENT HEREOF AS LIQUIDATED DAMAGES FOR SUCH DEFAULT.
15. Notices. Any notice provided for herein shall be given by registered or
certified United States mail, postage prepaid or expedited delivery service
(i.e., Federal Express) or by hand delivery addressed, if to Seller, at X.X. Xxx
0000, Xxxxxx, Xx 00000; Attention:
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Xxxxx Xxxxxxxxxx. And Buyer, to it at: 0000 Xxxxxxxxx Xxxx, Xx Xxxxxx Xxxxx, Xx
00000; Attention Xxxx Xxxxxxxxxxx.
The person and place to which notices are to be mailed or delivered may be
changed by either party by notice to the other party.
16. In the event a suit or action is instituted to enforce any term or provision
of this agreement, then, in that event the prevailing party shall be entitled to
its costs and reasonable attorneys fees incurred incident to such preceding.
17. All rights and obligations of the parties hereto shall bind and inure to the
benefit of their respective heirs, personal representatives, successors and
assigns. The singular number herein includes the plural and any gender includes
all others.
IN WITNESS WHEREOF, each of said parties has executed this Agreement.
H. Xxxxx and Xxxxxxx X. Xxxxxxxxxx United Grocers, Inc.
(husband and wife, as Joint Tenants) (an Oregon Corporation)
By: /s/ H. Xxxxx Xxxxxxxxxx By: /s/ Xxxx X. Xxxxx
President & CEO
By: /s/ Xxxxxxx X. Xxxxxxxxxx
(Seller) (Buyer)
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LEGAL DESCRIPTION
Parcel 1 as shown on a map filed in the office of the County Recorder of said
Lake County on May 19, 1995, in Book 34 of Parcel Maps at Pages 30 and 31.
AP #000-000-00 formerly known as AP #000-000-00
EXHIBIT "B"
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