EXHIBIT 10.27
REAL ESTATE OPTION AGREEMENT
FOR LOT #11
BETWEEN THE DEVELOPMENT CORPORATION OF XXXX COUNTY
AND
XXXXX DEVELOPMENT CORPORATION
REAL ESTATE OPTION AGREEMENT
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This REAL ESTATE OPTION AGREEMENT is made and entered into effective as of
the 22nd day of April, 1998 (the "Effective Date"), by and between THE
DEVELOPMENT CORPORATION OF XXXX COUNTY, a Tennessee non-profit corporation,
hereinafter referred to as "Seller," and XXXXX DEVELOPMENT CORPORATION, a
Georgia corporation, hereinafter referred to as "Purchaser."
WITNESSETH:
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WHEREAS, Seller is the owner in fee simple of a certain unimproved tract
of land consisting of approximately 4.7 acres, more or less, comprised of LOT
#11 in CENTERPOINT BUSINESS PARK, located in Xxxx County, Tennessee, as is more
particularly described on Exhibit A, attached hereto and incorporated herein by
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reference (hereinafter referred to as the "Premises"); and
WHEREAS, Purchaser wishes to purchase an option on the Premises as
hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants and provisions
herein contained, the payment of the Option Price hereinafter specified, the
foregoing recitals which are incorporated into this Agreement by reference, and
other good and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to the conditions of this Agreement, Seller
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hereby grants to Purchaser an option to purchase the Premises together with all
improvements thereon, if any, on an "as is, where is" basis except as provided
in Paragraph 7.
2. Option Period. This Option shall remain in full force and effect
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for a period of two (2) months from the Effective Date, such Option Period
commencing upon the Effective Date, and terminating at 11:59 p.m. on the 22nd
day of June, 1998, which period of time is hereinafter referred to as the
"Exercise Period." By mutual agreement of the parties, the Exercise
Period may be extended for an additional period of thirty (30) days, which
extension will be evidenced by an amendment to this Agreement signed by both
parties.
3. Exercise of Option. This Option may be exercised by Purchaser at any
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time during the Exercise Period by written notice from Purchaser to Seller which
is actually delivered to and received by Seller during the Exercise Period.
4. Option Consideration. Purchaser shall pay to Seller the sum of Five
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Thousand and No/100 Dollars ($5,000.00) ("Option Price") as consideration for
the granting of the Option, the receipt of which is hereby acknowledged. In the
event Purchaser does not exercise the Option as herein provided, the Option
Price shall be retained by Seller free and clear of all claims. In the event
Purchaser properly exercises the Option as herein provided, the Option Price
shall be credited against the Purchase Price.
5. Exceptions to Title. In the event of the exercise of the Option, the
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Premises will be sold and conveyed subject to:
a. Real property taxes for the year 1998, which shall be apportioned
between the parties hereto at the closing hereof and assumed by
Purchaser;
b. Utilities easements serving the Premises and plat restrictions of
record;
c. Such other easements, covenants, and restrictions as are of record in
the Xxxx County Register's Office; and
d. Such other affirmative covenants and restrictions which are contained
in the proposed form of the warranty deed, attached hereto as Exhibit
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B.
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6. Purchase Price. In the event of the exercise of the Option, the total
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purchase price for the Premises will be ONE HUNDRED THIRTY THOUSAND DOLLARS
($130,000.00) per acre (the "Purchase Price"), the exact acreage to be
determined by a survey performed at Purchaser's sole cost. The Purchase Price
shall be payable as follows:
(a) The Option Price shall be applied to the Purchase Price;
(b) The balance of the Purchase Price shall be paid in cash or by
cashier's or certified check at the Closing of the sale of the
Premises hereinafter specified (the "Closing").
7. Soils Testing.
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(a) Environmental. Purchaser, at its own expense, may conduct a Phase
I environmental report. This report must show that there are no environmental
hazards, defects, or violations on the premises that might require correction or
clean-up by Purchaser. If, after receipt by the parties of the Phase I
environmental report, it appears that additional environmental reports are
necessary and/or expense will have to be incurred to clean-up the property, then
the Seller shall, at its option, proceed further and incur these expenses or
terminate this agreement. If this agreement is terminated, the Purchaser shall
be entitled to a return of its option deposit.
(b) Structural and Topographical. Upon full execution of this Agreement,
Purchaser may obtain, at its cost, technical engineering to determine the
suitability of soil conditions and topography for the construction of a
manufacturing facility. Should technical reports indicate the property is
unsuitable for this use, then Purchaser may terminate this Option Agreement by
written notice to Seller, in which event the Option Price shall be immediately
returned to Purchaser and each of the parties shall be released from further
liability to the other.
8. Assignment of Option. This Agreement may not be assigned by Purchaser
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without the prior written consent of Seller, which shall not be unreasonably
withheld.
9. Existing Mortgages. If there be a mortgage or deed of trust on the
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Premises and in the event of the exercise of the Option, Seller agrees to obtain
at Seller's expense and deliver to Purchaser, on or before the Closing
hereunder, a release thereof, properly executed and acknowledged in form for
recording.
10. Title to the Premises. Purchaser agrees at Purchaser's expense to
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cause the title to the Premises to be examined by any reputable title company or
attorney, and to obtain a survey of the Premises, both certified and delivered
to Seller and Purchaser. The new survey description shall be used for the deed
described in paragraph 13.
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11. Purchaser's Rights on Seller's Default. In the event of the exercise
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of the Option and if (i) Seller defaults in its performance hereunder; or (ii)
Seller is unable to convey good title to the Premises at Closing as required
hereunder; or (iii) a qualified and licensed architect or engineer concludes
that the Premises are unsuitable for construction due to soil or geologic
conditions, then Purchaser shall have the following rights:
a. To accept the Premises or any part thereof subject to any of the
foregoing and, if necessary, obtain specific performance of this
Agreement subject to such matters; or
b. To cancel and terminate this Agreement by written notice to Seller, in
which event the Option Price, together with any accrued interest
thereon, shall be returned to Purchaser.
Purchaser must elect one of the foregoing remedies, upon which election
the selected remedy shall become Purchaser's sole remedy at law or in equity.
12. Seller's Rights Upon Purchaser's Default. In the event Purchaser
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should exercise the Option and thereafter default under this Agreement, Seller
shall have any and all remedies available to Seller under applicable law at law
or in equity.
13. Title Documents. In the event of the exercise of the Option, the deed
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by which the Premises are conveyed to Purchaser at the Closing shall be a
special warranty deed substantially in the form of Exhibit B, suitable for
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recording and duly executed and acknowledged by Seller, subject to the matters
stated in paragraph 5. Seller shall pay the cost of preparing said deed and
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Purchaser shall pay the cost of recording the same, including all taxes.
Purchaser agrees to pay all other closing costs.
14. Purchaser's Right to Possession. In the event of the exercise of the
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Option, Seller agrees to give actual possession and occupancy of the Premises to
Purchaser at the time of Closing hereunder, provided, however, during the
Exercise Period, Purchaser shall have the right to enter the Premises, together
with men and materials, for the following purposes: (i) to make a physical
inspection of the Premises, including subsurface tests, test borings, and
hazardous waste tests; and (ii) to make an accurate survey of the boundaries of
the Premises. Purchaser shall also have the right to inspect the Premises
immediately prior to or on the day of Closing. In the event Purchaser enters
upon the Premises for the purposes specified in subparagraphs (i) and (ii)
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above, Purchaser will indemnify Seller for any claim made against Seller as a
result of Purchaser's entry and, if the Closing does not take place as provided
hereunder, Purchaser will indemnify Seller for any damage to the Premises caused
by Purchaser's entry. Purchaser's indemnity obligations contained in this
paragraph 14 shall survive the expiration of the Option Period in the event the
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Closing does not take place.
15. Condemnation Prior to Closing. In the event of the exercise of the
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Option and in the event of the taking of the Premises or any part thereof by
condemnation, the parties agree that Purchaser shall have the option to declare
this Agreement null and void (in which event the Option Price shall be returned
to Purchaser) or to accept the Premises in the condition in which they are left
following such taking, with an assignment by Seller to Purchaser of all rights
to the collection of any condemnation award.
16. Closing Adjustments. In the event of the exercise of the Option, at
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the time of Closing hereunder, real estate taxes shall be apportioned and
adjusted between the parties as of the date of Closing.
17. Closing. In the event of the exercise of the Option, the Closing of
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the purchase of the Premises by Purchaser shall be held within thirty (30) days
after the exercise of the Option, with the location and time of said Closing to
be specified by Seller in a written notice. At said Closing, the Purchase Price
shall be paid by Purchaser to Seller as required in paragraph 6 hereof and
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Seller shall deliver to Purchaser a special warranty deed for the Premises as
required by paragraph 13 hereof.
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18. Brokerage Commissions. In the event of the exercise of the Option and
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closing of the sale of the premises as herein specified, Seller agrees to pay
ADEVCO REALTY GROUP a commission equal to Five (5%) of the Purchase Price for
arranging the sale of the premises pursuant to a separate agreement with said
broker. Purchaser agrees to and hereby does indemnify and hold Seller free and
harmless from all losses, damages, costs, commissions and expenses, including
attorneys' fees, that Seller may suffer as a result of any claims or suits
brought by any other brokers or finders in connection with this transaction,
except with respect to a broker employed by Seller.
19. General Provisions.
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a. All notices or demands hereunder shall be in writing and shall be
deemed to have been sufficiently given or served for all purposes when
presented personally or sent by registered or certified United States
mail, return receipt requested, or forwarded by a nationally
recognized overnight courier service, to any party hereto at the
address set forth below or at such other address as any party shall
subsequently designate in writing:
If to Seller:
The Development Corporation of Xxxx County
000 X. Xxxxxx Xxxx Xxxxx, Xxxxx 000-X
Xxxxxxxxx, Xxxxxxxxx 00000
Contact: Xxxxxxx X. Xxxxxxx
Phone: (000) 000-0000
If to Purchaser:
Xxxxx Development Corporation
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxxxxxx 00000
Contact: Xxxxxxx Xxxxxx
Phone: (000)000-0000
b. This Agreement shall be construed and enforced in accordance with the
laws of the State of Tennessee.
c. If two or more persons constitute either Seller or Purchaser, the word
"Seller" or the word "Purchaser" shall be construed as if it reads
"Sellers" and "Purchasers" whenever the sense of this Agreement so
requires.
d. The captions of this Agreement are inserted only for the purpose of
convenient reference and in no way define, limit, or prescribe the
scope or intent of this Agreement or any part thereof.
e. This Agreement constitutes the entire contract between the parties
hereto, and may not be changed (including an extension of the Exercise
Period as provided in paragraph 2) or terminated orally, but may only
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be modified by an instrument in writing signed by the parties hereto.
f. The provisions hereof shall apply to and inure to the benefit of the
successors, assigns and representatives of the respective parties
hereto.
g. This Agreement may be executed in multiple counterparts which shall be
construed together as one instrument.
h. In any dispute relating to the enforcement of this Agreement, the
defaulting party shall reimburse the costs incurred by the prevailing
party, including reasonable attorneys fees.
EXECUTED as of the day, year and month first above written.
SELLER:
April 22, 1998 10:45 AM THE DEVELOPMENT CORPORATION OF
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Date and time executed XXXX COUNTY
/s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Witness Xxxxxxx Xxxxxxx
Its: Executive Director
PURCHASER:
XXXXX DEVELOPMENT CORPORATION
April 22, 1998 12:05 PM
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Date and time executed
/s/ Xxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Witness
Title: VP-Chief Investment Officer
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EXHIBIT A
====The==============
DEVELOPMENT CENTERPOINT BUSINESS PARK
CORPORATION XXXX COUNTY, TENNESSEE
====Of Xxxx County===
[CHART OF CENTERPOINT BUSINESS PARK APPEARS HERE]
000 Xxxxxx Xxxxxx, Xxxxx 000 . Xxxxxxxxx, Xxxxxxxxx 00000
Phone: (000)000-0000 . Fax: (000)000-0000
xxxx://XxxxXxxxxxxxxxx.xxx
