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Exhibit 99.1
COMMERCIAL REAL ESTATE PURCHASE CONTRACT
This is a legally binding contract. Parties to this Commercial Real Estate
Contract ("Contract") may agree, in writing, to alter or delete provisions
of this Contract. Seek advice from your attorney or tax advisor before
entering into a binding contract.
XXXXXXX MONEY RECEIPT
On this day 1st day of May, 2007, (Offer Reference Date") Xxx X. Xxxxxxx
("Buyer") offers to purchase from PFE Properties, L.L.C. ("Seller") the Property
described below and hereby delivers to the Brokerage or Title/Escrow Company, as
Xxxxxxx Money, the amount of $50,000.00 in the form of check which, upon
Acceptance of this offer by all parties (as defined in Section 23), shall be
deposited in accordance with state law. Brokerage or Title/Escrow Company Equity
Title Insurance Agency Address: 0000 X. Xxxxxxxx Xxxx #000 Received by: Xxxxx
Xxxxxxxxx on _______ (Date) Phone:
(Signature above acknowledges receipt of Xxxxxxx Money)
OFFER TO PURCHASE
1. Property (General Description): The "Cirtran" Property
Address: 0000 X. 0000 Xxxx Xxxx: Xxxx Xxxxxx Xxxx Xxxxxx: Salt Lake State: Utah
----------------- ---------------- --------- ----
County Tax I.D. # 00-00-000-000 (the "Property")
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For legal description (Check Applicable Box): [ ] SEE ADDENDUM #
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[X] COMMITMENT FOR TITLE INSURANCE as provided in Section 7(b).
1.1 Included Items. Unless excluded herein, this sale includes 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: None
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1.2 Excluded Items. These items are excluded from this sale:
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2. PURCHASE PRICE. The Purchase Price for the Property is $ .
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The Purchase Price will be paid as follows:
$50,000.00 (a) Xxxxxxx Money Deposit
$ (b) New Loan. Buyer will apply for one or more of
------------ the following loans:
[ ] Conventional [ ] SBA [ ] Other specify)
Buyer shall have the right to approve the terms and
conditions of the new loan as provided in Section 8
(f).
$ (c) Loan Assumption Addendum (See attached
------------ Assumption Addendum if applicable)
$ (d) Seller Financing (see attached Seller
------------ Financing Addendum if applicable)
$ (e) Other (specify)
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$2,450,000.00 (f) Balance of Purchase Price in Cash at Settlement
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$2,500,000.00 PURCHASE PRICE. Total of lines (a) through (f)
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3. SETTLEMENT AND CLOSING. Settlement shall take place on the Settlement
Deadline referenced in Section 24(c), or on a date upon which Buyer and Seller
agree in writing. "Settlement" shall occur only when all of the following have
been completed: (a) Buyer and Seller have signed and delivered to each other or
to the escrow/closing office all documents required by this Contract, by the
lender, by written escrow instructions or by applicable law; (b) any monies
required to be paid by Buyer under these documents (except for the proceeds of
any new loan) have been delivered by Buyer to Seller or to the escrow/closing
office in the form of collected or cleared funds; and (c) any monies required to
be paid by Seller under these documents have been delivered by Seller to Buyer
or to the escrow/closing office in the form of collected or cleared funds.
Seller and Buyer shall each pay one-half (1/2) of the fee charged by the
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escrow/closing office for its services in the settlement/closing process. Taxes
and assessments for the current year, rents, and interest on assumed obligations
shall be prorated at Settlement as set forth in this Section. Tenant deposits
(including, but not limited to, security deposits and prepaid rents) shall be
paid or credited by Seller to Buyer at Settlement. Prorations set forth in this
Section shall be made as of the Settlement Deadline date referenced in Section
24(c), unless otherwise agreed to in writing by the parties. Such writing could
include the settlement statement. For purposes of this Contract, "Closing" means
that: (i) Settlement has been completed;(ii) the proceeds of any new loan have
been delivered by the lender to Seller or to the escrow/closing office; and
(iii) the applicable Closing documents have been recorded in the office of the
county recorder.
4. POSSESSION. Seller shall deliver physical possession to Buyer within:
[X] 24 HOURS AFTER CLOSING; [ ] DAYS AFTER CLOSING; [ ] OTHER (SPECIFY)
Any rental of the Property prior to or after Closing, between Buyer and Seller,
shall be by separate written agreement.
5. CONFIRMATION OF BROKERAGE FEES & AGENCY DISCLOSURE. Buyer and Seller
acknowledge prior receipt of written agency disclosure provided by their
respective Buyer's Agent or Seller's Agent that has disclosed the agency
relationships that are confirmed below. Buyer and Seller further acknowledge
that Brokerage Fees due as a result of this transaction are being paid based
upon the terms of a separate written agreement. At the signing of this
Contract:]
Seller's Agent West Haradin & Xxxx Xxxxxx, represents [ ] Seller [ ] Buyer
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[X] both Buyer and Seller as a Limited Agent;
Seller's Brokerage Coldwell Banker Commercial NRT, represents [ ] Seller
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[ ] Buyer [X] both Buyer and Seller as a Limited Agent;
Buyer's Agent, West Haradin, represents [ ] Seller [ ] Buyer [X] both Buyer
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and Seller as a Limited Agent;
Buyer's Brokerage, Coldwell Banker Commercial NRT, represents [ ] Seller
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[X] Buyer [ ] both Buyer and Seller as a Limited Agent;
(a) [X] BUYER [ ] SELLER [ ] IS [ ] IS NOT a licensed real estate agent
in the State of Utah.
6. TITLE TO THE PROPERTY & TITLE INSURANCE.
(a) Seller represents that Seller has fee simple title to the Property and
will convey good and marketable title to Buyer at Closing by: [X ]GENERAL
WARRANTY DEED [ ] SPECIAL WARRANTY DEED, free of financial encumbrances except
as provided under Section 10.1.
(b) At Settlement, Seller agrees to pay for a standard-coverage owner's
policy of title insurance insuring Buyer in the amount of the Purchase Price.
The title policy shall conform with Seller's obligations under Section 10.1 and
with the Commitment for Title Insurance as agreed to by Buyer under Section 8.
(c) [ ] BUYER ELECTS TO OBTAIN A FULL-COVERAGE EXTENDED ALTA POLICY OF
TITLE INSURANCE. The cost of this coverage (including the ALTA survey), above
that of the standard-coverage Owner's policy, shall be paid for at Settlement
by: [ ] BUYER [ ] SELLER [ ] OTHER ______ .
7. SELLER DISCLOSURES. No later than the Seller Disclosure Deadline referenced
in Section 24(a), Seller shall provide to Buyer the following documents which
are collectively referred to as the "Seller Disclosures":
(a) a Seller property condition disclosure for the Property, signed and
dated by Seller;
(b) a Commitment for Title Insurance on the Property;
(c) a copy of all leases and rental agreements now in effect with regard to
the Property together with a current rent roll;
(d) operating statements of the Property for its last N/A full fiscal years
of operation plus the current fiscal year through N/A , certified by
the Seller or by an independent auditor;
(e) copies in Seller's possession, if any, of any studies and/or reports
which have previously been done on the Property, including without
limitation, environmental reports, soils studies, site plans and
surveys;
(f) written notice of any claims and/or conditions known to Seller relating
to environmental problems and building or zoning code violations; and
(g) Other (specify)N/A
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8. BUYER'S RIGHT TO CANCEL BASED ON BUYER'S DUE DILIGENCE. Buyer's obligation to
purchase under this Contract (check applicable boxes):
(a) [ ] IS [X] IS NOT conditioned upon Buyer's approval of the content of all
the Seller Disclosures referenced in Section 7;
(b) [ ] IS [X] IS NOT conditioned upon Buyer's approval of a physical condition
inspection of the Property;
(c) [ ] IS [X] IS NOT conditioned upon Buyer's approval of a survey of the
Property by a licensed surveyor ("Survey");
(d) [ ] IS [X] IS NOT conditioned upon Buyer's approval of applicable federal,
state and local governmental laws, ordinances and regulations
affecting the Property; and any applicable deed restrictions and/or
CC&R's (covenants, conditions and restrictions) affecting the Property;
(e) [ ] IS [X] IS NOT conditioned upon the Property appraising for not less than
the Purchase Price.
(f) [ ] IS [X} IS NOT conditioned upon Buyer's approval of the terms and
conditions of any mortgage financing referenced in Section 2.
(g) [ ] IS [X] IS NOT conditioned upon Buyer's approval of the following tests
and evaluations of the Property: (specify)
If any of the items 8(a) through 8(g) are checked in the affirmative, then
Sections 8.1, 8.2, 8.3 and 8.4 apply; otherwise, they do not apply. The items
checked in the affirmative above are collectively referred to as "Buyer's Due
Diligence." Unless otherwise provided in this Contract, the Buyer's Due
Diligence shall be paid for by Buyer and shall be conducted by individuals or
entities of Buyer's choice. Buyer shall conduct Buyer's Due Diligence in such
manner as not to unreasonably disrupt the activities and business of Seller, and
shall indemnify Seller and hold Seller harmless from and against any and all
liability, claim, or damages which arise from, is caused by, or is in any manner
connected with Buyer's Due Diligence, including without limitation, claims for
payment for inspection services, claims for mechanics liens, and physical damage
to the Property. Seller agrees to cooperate with Buyer's Due Diligence and with
a site inspection under Section 11.
8.1 Due Diligence Deadline. No later than the Due Diligence Deadline
referenced in Section 24(b) Buyer shall: (a) complete all of Buyer's Due
Diligence; and (b) determine if the results of the Buyer's Due Diligence are
acceptable to Buyer.
8.2 Right to Cancel or Object. If Buyer, in Buyer's sole discretion,
determines that the results of the Buyer's Due Diligence are unacceptable, Buyer
may, no later than the Due Diligence Deadline, either: (a) cancel this Contract
by providing written notice to Seller, whereupon the Xxxxxxx Money Deposit shall
be released to Buyer; or (b) provide Seller with written notice of objections.
8.3 Failure to Respond. If by the expiration of the Due Diligence
Deadline, Buyer does not: (a) cancel this Contract as provided in Section 8.2;
or (b) deliver a written objection to Seller regarding the Buyer's Due
Diligence, the results of the Buyer's Due Diligence shall be deemed approved by
Buyer; and the contingencies referenced in Sections 8(a) through 8(g), including
but not limited to, any financing contingency, shall be deemed waived by Buyer.
8.4 Response by Seller. If Buyer provides written objections to Seller,
Buyer and Seller shall have CALENDAR DAYS after Seller's receipt of Buyer's
objections (the "Response Period") in which to agree in writing upon the manner
of resolving Buyer's objections. Except as provided in Section 10, Seller may,
but shall not be required to, resolve Buyer's objections. If Buyer and Seller
have not agreed in writing upon the manner of resolving Buyer's objections,
Buyer may cancel this Contract by providing written notice to Seller no later
than THREE CALENDAR DAYS after expiration of the Response Period; whereupon the
Xxxxxxx Money Deposit shall be released to Buyer. If this Contract is not
canceled by Buyer under this Section 8.4, Buyer's objections shall be deemed
waived by Buyer. This waiver shall not affect those items warranted in Section
10.
9. ADDITIONAL TERMS. There [ ] ARE [X] ARE NOT addenda to this Contract
containing additional terms. If there are, the terms of the following addenda
are incorporated into this Contract by this reference:
[ ] Addendum No. [ ] Seller Financing Addendum; [ ] Assumption Addendum
[ ] Lead-Based Paint Disclosure & Acknowledgement; [ ] Other (specify)
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10. SELLER WARRANTIES & REPRESENTATIONS.
10.1 Condition of Title. Buyer agrees to accept title to the Property
subject to the contents of the Commitment for Title Insurance as agreed to by
Buyer under Section 8. Buyer also agrees to take the Property subject to
existing leases affecting the Property and not expiring prior to Closing. Buyer
agrees to be responsible for taxes, assessments, association fees and dues,
utilities, and other services provided to the Property after Closing. Except for
any loan(s) specifically assumed by Buyer under Section 2, Seller will cause to
be paid off by Closing all mortgages, trust deeds, judgments, mechanic's liens,
tax liens and warrants. Seller will cause all assessments to be paid current by
Closing.
10.2 Condition of Property. Seller warrants that ON THE DATE SELLER
DELIVERS PHYSICAL POSSESSION TO BUYER, the Property and improvements will be
broom-clean and free of debris and personal belongings, and in the same general
condition as they were on the date of Acceptance.
10.3 Other Seller Warranties. Seller further warrants that, to the best
of Seller's knowledge, each of the following statements is true: (a) the
consummation of the transactions contemplated by this Contract will not
constitute a default or result in the breach of any term or provision of any
contract or agreement to which Seller is a party so as to adversely affect the
consummation of such transactions; (b) there is no action, suit, legal
proceeding or other proceeding pending or threatened against Seller and/or the
Property which may adversely affect the transactions contemplated by this
Contract, in any court or before any arbitrator of any kind or before or by any
governmental body which may adversely affect the transactions contemplated by
this Contract; (c) all work which will be performed in, on or about the Property
or materials furnished thereto which might in any circumstances give rise to a
mechanic's or material man's lien, will be paid and all necessary waivers of
rights to a mechanic's or material man's lien for such work will be obtained;
(d) Seller has not received any written notice indicating that the Property is
in violation of any Federal, State or local Environmental Law; (e) there are no
Hazardous Substances on, under, or about the Property, nor has Seller
undertaken, permitted, authorized or suffered, and will not undertake, permit,
authorize or suffer the presence, use, manufacture, handling, generation,
storage, treatment, discharge, release, burial or disposal on, under or about
the Property, of any Hazardous Substances, or the transportation to or from the
Property, of any Hazardous Substances. As used herein, "Hazardous Substance"
shall mean any substance, material or matter that may give rise to liability
under any Federal, State, or local Environmental Laws; and (f) Seller is not a
"foreign person" as that term is defined in Section 1445 of the U.S. Internal
Revenue Code of 1986, as amended. (In that regard, Seller shall deposit into
Escrow, at or prior to Closing, an affidavit in such form as may be required by
the U.S. Internal Revenue Service, setting forth Seller's full name, address and
taxpayer identification number and stating under penalty of perjury that Seller
is not a "foreign person" as so defined).
11. FINAL PRE-CLOSING INSPECTION. Before Settlement, Buyer may, upon reasonable
notice and at a reasonable time, conduct a final pre-closing inspection of the
Property to determine only that the Property is "as represented," meaning that
the items referenced in Sections 1.1, 8.4 and 10.2 and 10.3 ("the items") are
respectively present, repaired/changed as agreed, and in the warranted
condition. If the items are not as represented, Seller will, prior to
Settlement, replace, correct or repair the items or, with the consent of Buyer
(and Lender if applicable), escrow an amount at Settlement to provide for the
same. The failure to conduct a final pre-closing inspection or to claim that an
item is not as represented, shall not constitute a waiver by Buyer of the right
to receive, on the date of possession, the items as represented.
12. CHANGES DURING TRANSACTION. Seller agrees that from the date of Acceptance
until the date of Closing, Seller shall not, without the prior written consent
of Buyer: (a) make any changes in any existing leases; (b) enter into any new
leases; (c) make any substantial alterations or improvements to the Property; or
(d) incur any further financial encumbrances against the Property.
13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation, partnership,
trust, estate, Limited Liability Company or other entity, the person executing
this Contract on its behalf warrants his or her authority to do so and to bind
Buyer and Seller. Seller further warrants that the execution and delivery of
this Contract by Seller have been duly and validly authorized, and all requisite
action has been taken to make this Contract binding upon Seller.
14. COMPLETE CONTRACT/ASSIGNMENT. This Contract together with its addenda, any
attached exhibits, and Seller Disclosures, constitutes the entire Contract
between the parties and supersedes and replaces any and all prior negotiations,
representations, warranties, understandings or contracts between the parties.
This Contract cannot be changed except by written agreement of the parties. This
Contract [ ] SHALL [ ] SHALL NOT be assignable by Buyer. Except as so
restricted, this Contract shall inure to the benefit of and be binding upon the
heirs, personal representatives, successors and assigns of the parties.
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15. MEDIATION. Any dispute relating to this Contract that arise prior to or
after Closing:
[ ] SHALL
[X} MAY AT THE OPTION OF THE PARTIES
first be submitted to mediation. Mediation is a process in which the parties
meet with an impartial person who helps to resolve the dispute informally and
confidentially. Mediators cannot impose binding decisions. The parties to the
dispute must agree before any settlement is binding. The parties will jointly
appoint an acceptable mediator and will share equally in the cost of such
mediation. The mediation, unless otherwise agreed, shall terminate in the event
the entire dispute is not resolved THIRTY (30) CALENDAR DAYS from the date
written notice requesting mediation is sent by one party to the other(s). If
mediation fails, the other procedures and remedies available under this Contract
shall apply. Nothing in this Section 15 shall prohibit any party from seeking
emergency equitable relief pending mediation.
16. DEFAULT. If Buyer defaults, Seller may elect either to retain the Xxxxxxx
Money Deposit as liquidated damages, or to return it and xxx Buyer to
specifically enforce this Contract or pursue other remedies available at law. If
Seller defaults, in addition to return of the Xxxxxxx Money Deposit, Buyer may
elect either to accept from Seller a sum equal to the Xxxxxxx Money Deposit as
liquidated damages, or may xxx Seller to specifically enforce this Contract or
pursue other remedies available at law.
17. ATTORNEY FEES AND COSTS. In the event of litigation or binding arbitration
to enforce this Contract, the prevailing party shall be entitled to costs and
reasonable attorney fees. However, attorney fees shall not be awarded for
participation in mediation under Section 15.
18. NOTICES. Except as provided in Section 23, all notices required under this
Contract must be: (a) in writing; (b) signed by the party giving notice; and (c)
received by the other party or the other party's agent no later than the
applicable date referenced in this Contract.
19. ABROGATION. Except for the provisions of Sections 8.4, 10.1, 10.3, 15 and 17
and any other express warranties made in this Contract, the provisions of this
Contract shall not apply after Closing.
20. RISK OF LOSS. All risk of loss to the Property, including physical damage or
destruction to the Property or its improvements due to any cause except ordinary
wear and tear and loss caused by a taking in eminent domain, 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 Contract. Extensions must be agreed to in writing by all parties. Unless
otherwise explicitly stated in this Contract: (a) performance under each Section
of this Contract which references a date shall absolutely be required by 5:00 PM
Mountain Time on the stated date; and (b) the term "days" shall mean calendar
days and shall be counted beginning on the day following the event which
triggers the timing requirement (i.e., Acceptance, etc.). If the performance
date falls on a Saturday, Sunday, State or Federal legal holiday, performance
shall be required on the next business day. Performance dates and times
referenced herein shall not be binding upon title companies, lenders, appraisers
and others not parties to this Contract, except as otherwise agreed to in
writing by such non-party.
22. FAX TRANSMISSION AND COUNTERPARTS. Facsimile (fax) transmission of a signed
copy of this Contract, any addenda and counteroffers, and the retransmission of
any signed fax shall be the same as delivery of an original. This Contract and
any addenda and counteroffers may be executed in counterparts.
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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 to the other
party's agent that the offer or counteroffer has been signed as required.
24. CONTRACT DEADLINES. Buyer and Seller agree that the following deadlines
shall apply to this Contract:
(a) Seller Disclosure Deadline : N/A (Date)
(b) Due Diligence Deadline: N/A (Date)
(c) Settlement Deadline: May 4, 2007 (Date)
25. OFFER AND TIME FOR ACCEPTANCE. Buyer offers to purchase the Property on the
above terms and conditions. If Seller does not accept this offer by: _______ AM
5:00 PM Mountain Time on May 2, 2007 (Date), this offer shall lapse; and the
Brokerage or Title/Escrow Company shall return the Xxxxxxx Money Deposit to
Buyer.
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(Buyer's (Title, (Date) (Buyer's (Title, (Date)
Signature) if any) Signature) if any)
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(Buyer's Name) (Address) (Zip Code) (Phone) (Fax)
(PLEASE PRINT)
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(Buyer's Name) (Address) (Zip Code) (Phone) (Fax)
(PLEASE PRINT)
ACCEPTANCE/COUNTEROFFER/REJECTION
CHECK ONE:
[ ] ACCEPTANCE OF OFFER TO PURCHASE: Seller accepts the foregoing offer on the
terms and conditions specified above.
[ ] COUNTEROFFER: Seller presents for Buyer's Acceptance the terms of Buyer's
offer subject to the exceptions or modifications as specified in the attached
ADDENDUM NO. ______ .
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(Seller's (Date) (Time) (Seller's (Date) (Time)
Signature) Signature)
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(Seller's Name) (Address) (Zip Code) (Phone) (Fax)
(PLEASE PRINT)
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(Seller's Name) (Address) (Zip Code) (Phone) (Fax)
(PLEASE PRINT)
[ ] REJECTION: Seller Rejects the foregoing offer.
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(Seller's (Date) (Time) (Seller's (Date) (Time)
Signature) Signature)
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DOCUMENT RECEIPT
State law requires Broker to furnish Buyer and Seller with copies of this
Contract bearing all signatures. (Fill in applicable section below.)
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A. I acknowledge receipt of a final copy of the foregoing Contract bearing all
signatures:
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(Buyer's Signature) (Date) (Buyer's Signature) (Date)
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(Seller's Signature) (Date) (Seller's Signature) (Date)
B. I personally caused a final copy of the foregoing Contract bearing all
signatures to be [ ] faxed [ ] mailed [ ] hand delivered on ____________________
(Date), postage paid, to the [ ] Seller [ ] Buyer.
Sent/Delivered by (specify) ____________________________________________________
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