EXHIBIT 10.4
REAL ESTATE SALES CONTRACT
1. ELECTRIC CITY CORP., a DELAWARE CORPORATION (Purchaser) agrees to purchase at
a price of $1,140,000 on the terms set forth herein, the following described
real estate in Xxxx County, Illinois.
Commonly known as 0000 Xxxxxxxxx Xxxx, and with approximate lot dimensions of
__________________ together with the following property presently located
thereon:
Single story masonry steel and glass building
2. XXXXXXXX XXXXX & XXXXX XXXXX FAMILY LMT PARTNERSHIP (Seller) agrees to sell
the real estate and the property described above, if any, at the price and terms
set forth herein, and to convey or cause to be conveyed to Purchaser or nominee
title thereto by a recordable trustee deed, with release of homestead rights, if
any, and a proper xxxx of sale, subject only to: (a) covenants, conditions and
restrictions of record; (b) private, public and utility easements and roads and
highways, if any; (c) party *** rights and agreements, if any; (d) existing
leases and tenancies (as listed in schedule A attached); (e) special taxes or
assessments for improvements not yet completed; (f) installments not due at the
date hereof of any special tax or improvements heretofore completed; (g)
mortgage or trust deed specified below, if any; (h) general taxes for the year
1998 and subsequent years including taxes which may accrue by reason of new or
additional improvements during the year(s) 1998 and to
3. Purchaser has paid $ N/A as xxxxxxx money to be applied on the purchase
price, and agrees to pay of satisfy the balance of the purchase price, plus or
minus *** , at the time of closing as follows:
(a) The payment of $800,000 See Rider.
4. Seller, at his own expense, agrees to furnish Purchaser a current plat of
survey of the above real estate made, and so certified by the surveyor as having
been made, in compliance with the Illinois Land Survey Standard.
5. The time of the closing shall be ___**______________________ or on the date,
if any, to which such time is extended by reason of paragraphs 2 or 10 of the
Conditions and Stipulations hereafter becoming operative (whichever date is
later). Unless subsequently mutually agreed otherwise at the office of the title
company or of the mortgage lender, if any, provided *** is shown to be good or
is accepted by Purchaser within thirty (30) days from the acceptance date of
this contract.
** Within 30 Days From The Acceptance Of This Contract
6. Seller agrees to pay a broker's commission to __________ N/A____________ in
the amount set forth in the broker's contract or as follows
_________N/A______________ .
7. The xxxxxxx money will be held by __________ N/A____________ for the mutual
benefit of the parties.
8. Seller warrants that Seller, its beneficiaries or agents of Seller or of its
beneficiaries have received no notices form any city, village or other
governmental authority of zoning, building, fire or health code violations in
respect to the real estate that have not been heretofore corrected.
9. A duplicate original of this contract, duly executed by the Sell er and his
spouse, if any, shall be delivered to the Purchaser within 2 days from the date
hereof, otherwise at the Purchaser's option, that consent shall become null and
void and the xxxxxxx money shall be refunded to the Purchaser.
This consent is subject to the Conditions and Stipulations set forth on
the back page hereof, which Conditions and Stipulations are made a part of this
contract.
ACCEPTANCE
Dated
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Purchaser ELECTRIC CITY CORP. (Address)
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Purchaser By: (Address)
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Xxxxxx Xxxxxx
Seller (Address)
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GIOVANNI, XXXXX & XXXXX XXXXX FAMILY LMT. PARTNERSHIP
Seller By: /s/ Xxxxxxxx Xxxxx (Address)
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Xxxxxxxx Xxxxx
RIDER A
THIS RIDER IS ATTACHED TO AND MADE A PART OF A CERTAIN REAL ESTATE CONTRACT FOR
THE PURCHASE OF REAL ESTATE COMMONLY KNOWN AS 0000 XXXXXXXXX XX., XXX XXXXX
XXXXXXX, XXXXXXXX MADE BY ELECTRIC CITY CORP., IT'S NOMINEES OR ASSIGNS
(HEREINAFTER REFERRED TO AS "PURCHASER"); AND XXXXXXXX XXXXX & XXXXX XXXXX
FAMILY LMT. PARTNERSHIP (HEREINAFTER REFERRED TO AS THE "SELLER"). IN THE EVENT
OF ANY CONFLICT BETWEEN THE TERMS AND PROVISIONS OF THIS RIDER AND THOSE
CONTAINED IN THE REAL ESTATE SALE CONTRACT TO WHICH IT IS ATTACHED, THE TERMS
AND PROVISIONS OF THIS RIDER SHALL PREVAIL.
1. The purchase price as reflected in paragraph 1 of the Real
Estate Sales Contract shall be paid as follows:
1. $800,000 dollars in cash at closing.
2. The balance of purchase price in the amount
of $340,000 dollars shall be delivered to
Seller at closing in value form of 170,000
shares of common stock in Electric City
Corp., a Delaware corporation. At closing,
168,000 shares of such stock shall be issued
to Giovanni and Xxxxx Xxxxx, 1,000 shares to
Xxxxx and Xxxxxxx Xxxxxxx and 1,000 shares
to Xxxxxxx and Xxxxxxx Xxxxxxxxxxx.
2. Xxxxx International Development Corporation or its nominee
shall have the right and authority to purchase and sell
Electric City Corp's Energy Management System Saver and
accessories and provide installation and maintenance, subject
to certain restricted Corporate accounts and geological
territories which will be provided by Purchaser.
3. Purchaser agrees that for a period of twelve (12) months from
the date of closing, that it shall not place a first mortgage
on the real estate in excess of $800,000.00.
4. Purchaser shall give Seller notice of the date of Electric
City Corp. common stock first day of trading on the OTC
exchange. ("Initial Trading Date")
5. Seller and Purchaser agree that should the shares of Electric
City Corp. trade under $2.00 per share for Ten (10)
consecutive trading days, within a 3 month period from the
Initial Trading Date or should the shares of Electric City
Corp., not trade on any stock exchange within Six (6) months
from the acceptance of this contract, Seller shall have the
right to repurchase the improvements from Electric City Corp.
for $800,000 or sell the 170,000 shares of common stock to
Electric City Corp. for $340,000.
6. Should Seller repurchase the property pursuant to paragraph #5
in this Rider, Electric City Corp. will enter into a Ten (10)
year lease for $10,000 month rental on a Triple net basis.
7. Seller and purchaser will cooperate with each other to
ascertain a 6B Tax Classification for the Real Estate Taxes
from the Village of Elk Grove and the Xxxx County Assessor's
office.
8. Seller and purchaser agree to cooperate with each other
regarding a 1031 Starker Exchange.
9. Occupancy by Electric City Corp. will be immediate or upon
issuance of a 6B Classification from the Village of Elk Grove
Village.
10. In the event the eith4er party hereto initiates a lawsuit
against the other party by reason of the alleged breach of
this Agreement by the other party, then all costs and
expenses, including, without limitation reasonable attorneys'
and/or accountants' fees, incurred by the prevailing party in
connection with such litigation and the dispute forming the
basis thereof shall be paid or reimbursed by the
non-prevailing party.
IN WITNESS WHEREOF, the parties have caused this Contract to be signed
by their duly authorized representative on the date first above written.
PURCHASER: /s/ Xxxxxx X. Xxxxxx DATE: 7/3/98
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Electric City Corp.
SELLER: /s/ Xxxxxxxx Xxxxx DATE: 7-3-98
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