COMMERCIAL ASSOCIATION OF REALTORS PORTLAND/VANCOUVER
PURCHASE AND SALE AGREEMENT AND RECEIPT FOR XXXXXXX MONEY
Dated: June 10, 2002
BETWEEN: AEI NET LEASE INCOME & GROWTH FUND XIX LTD PARTNERSHIP ("Seller")
AND: BLW PROPERTIES, LLC AND/OR ASSIGNS ("Buyer")
Buyer agrees to buy, and Seller agrees to sell, on the
following terms, the real property and all improvements thereon
(the "Property") commonly known as APPLEBEE'S and located at 0000
XX 000XX XXX in the City of BEAVERTON, County of WASHINGTON,
Oregon legally described as follows: If no legal description is
inserted or attached, Buyer and Seller will attach a legal
description upon receipt and reasonable approval by both parties
of the Preliminary Commitment or, if applicable, the Survey.
1. PURCHASE PRICE. The total purchase price is THREE MILLION
THREE HUNDRED THOUSAND dollars ($3,300,000) payable as follows:
all cash at closing.
2. XXXXXXX MONEY RECEIPT. Upon execution of this Agreement,
Buyer shall pay FIFTY THOUSAND DOLLARS ($50,000) as xxxxxxx money
(the "Xxxxxxx Money") in the form of cash. The Xxxxxxx Money
shall be deposited with FIRST AMERICAN TITLE INSURANCE COMPAny
(the "Title Company") at the following branch: 000 XX XXXXXX
XXXXXX, XXXXX 000 XXXXXXXX, XX 00000 ATTN: XXXXX XXXXXXX (503)
795-7603 FAX: (000) 000-0000. The Xxxxxxx Money shall be applied
to the payment of the purchase price for the Property at closing.
Any interest earned on the Xxxxxxx Money shall be considered to
be part of the Xxxxxxx Money. The Xxxxxxx Money shall be returned
to Buyer in the event any condition to Buyer's obligation to
purchase the Property shall fail to be satisfied or waived
through no fault of Buyer.
3. CONDITIONS TO PURCHASE. Buyer's obligation to purchase the
Property is conditioned on the following: SEE SECTION 1 OF THE
ATTACHED FIRST ADDENDUM TO PURCHASE AND SALE AGREEMENT AND
RECEIPT FOR XXXXXXX MONEY If Buyer has not given written waiver
of these conditions, or stated in writing that these conditions
have been satisfied, by written notice given to Seller within SEE
SECTION 1 OF THE ATTACHED FIRST ADDENDUM TO PURCHASE AND SALE
AGREEMENT AND RECEIPT FOR XXXXXXX MONEY days after the Execution
Date (defined below), the Agreement shall be terminated, and the
Xxxxxxx Money shall be promptly returned to Buyer.
4. PROPERTY INSPECTION. Seller shall permit Buyer and its
agents, at Buyer's sole expense and risk, to enter the Property,
at reasonable times after reasonable prior notice to Seller and
after prior notice to the tenants of the Property as required by
the tenant's lease, to conduct inspections, tests, and surveys
concerning the structural condition of the improvements, all
mechanical, electrical and plumbing systems, hazardous materials,
pest infestation, soils conditions, wetlands, American with
Disabilities Act compliance, and other matters affecting the
suitability of the Property for Buyer's intended use and/or
otherwise reasonably related to the purchase of the Property.
Such inspections, tests, or other activities described herein
shall not, in any way, interfere with the tenant's business or
customers or employees. Buyer shall indemnify, hold harmless, and
defend Seller and tenant from all liens, costs, and expenses,
including reasonable attorneys' fees and experts' fees, arising
from or relating to Buyer's or Buyer's agents entry on, and
inspection of, the Property. This agreement to indemnify, hold
harmless, and defend Seller shall survive closing or any
termination of this Agreement.
5. SELLER'S DOCUMENTS. Within SEVEN (7) days after the
Execution Date, Seller shall deliver to Buyer, at Buyer's address
shown below, legible and complete copies of the following
documents, to the extent such items are within Seller's
possession: THESE DOCUMENTS ARE LISTED IN SECTION 5 OF THE
ATTACHED FIRST ADDENDUM TO PURCHASE AND SALE AGREEMENT AND
RECEIPT FOR XXXXXXX MONEY.
6. TITLE INSURANCE. Within 10 business days after expiration of
the First Due Diligence Period (as defined on the attached First
Addendum to Purchase and Sale Agreement and Receipt for Xxxxxxx
Money), Seller shall deliver to Buyer a preliminary title report
from the Title Company (the "Preliminary Commitment"), together
with complete and legible copies of all documents shown therein
as exceptions to title, showing the status of Seller's title to
the Property. Buyer shall have SEVEN (7) days after receipt of a
copy of the Preliminary Commitment within which to give written
notice to Seller of any OBJECTION BY BUYER TO SUCH TITLE OR TO
ANY LIENS OR ENCUMBRANCES AFFECTING THE PROPERTY. WITHIN THREE
BUSINESS (3) days after the date of such notice from Buyer,
Seller shall give Buyer written notice of whether it is willing
and able to remove the objected-to exceptions. Seller shall have
no obligation to expend its funds to cure any title objection
that does not involve Seller as a signatory to any document
evidencing a title exception to which Buyer shall object. Within
THREE BUSINESS (3) days after the date of such notice from
Seller, Buyer shall elect whether to purchase the Property
subject to the objected-to exceptions which Seller is not willing
or able to remove or terminate this Agreement, PROVIDED, HOWEVER,
THAT THE SEVEN (7) DAYS REFERRED TO ABOVE SHALL BE EXTENDED BY
FIVE (5) DAYS FROM RECEIPT BY BUYER OF AN ALTA SURVEY RESPECTING
THE PROPERTY FOR THOSE EXCEPTIONS WHICH WILL BE SHOWN ON SAID
SURVEY. Buyer shall obtain such survey at Buyer's sole cost and
expense in a commercially timely fashion after receipt of the
Preliminary Commitment, or if Buyer elects to not obtain said
survey, all objections based upon survey shall be deemed waived
by Buyer. On or before the Closing Date (defined below), Seller
shall remove all exceptions to which Buyer objects and which
Seller agrees Seller is willing and able to remove. All remaining
exceptions set forth in the Preliminary Commitment and agreed to
by Buyer shall be "Permitted Exceptions." The title insurance
policy to be delivered by Seller to Buyer at closing shall
contain no exceptions other than the Permitted Exceptions and the
usual preprinted exceptions in an owner's standard form title
insurance policy.
7. DEFAULT; REMEDIES. If the conditions, if any, to Buyer's
obligation to close this transaction are satisfied or waived by
Buyer and Buyer nevertheless fails, through no fault of Seller,
to close the purchase of the Property, Seller's sole remedy shall
be to retain in full all Xxxxxxx Money paid by Buyer. In the
event Seller fails, through no fault of Buyer, to close the sale
of the Property, Buyer shall be entitled to pursue any remedies
available at law or in equity, including without limitation, the
remedy of specific performance.
8. CLOSING OF SALE. SEE SECTION 2 OF THE ATTACHED FIRST
ADDENDUM TO PURCHASE AND SALE AGREEMENT AND RECEIPT FOR XXXXXXX
MONEY. The sale shall be "closed" when the document conveying
title is recorded and funds are disbursed to Seller. At closing,
Buyer and Seller shall deposit with the Title Company all
documents and funds required to close the transaction in
accordance with the terms of this Agreement. At closing, Seller
shall deliver a certification in a form approved by Buyer that
Seller is not a "foreign person" as such term is defined in the
Internal Revenue Code and the Treasury Regulations promulgated
under the Internal Revenue Code. If Seller is a foreign person
and this transaction is not otherwise exempt from FIRPTA
regulations, the Title Company shall be instructed by the parties
to withhold and pay the amount required by law to the Internal
Revenue Service. At closing, Seller shall convey fee simple title
to the Property to Buyer by STATUTORY LIMITED OR SPECIAL WARRANTY
DEED (the "Deed"). At closing, Seller shall pay for, and deliver
to Buyer, a standard form owner's policy of title insurance in
the amount of the purchase price insuring fee simple title to the
Property in Buyer subject only to the Permitted Exceptions and
the standard preprinted exceptions in a standard form policy.
9. CLOSING COSTS. PRORATES. Seller shall pay the premium for
the title insurance policy that Seller is required to deliver
pursuant to the above paragraph. Seller and Buyer shall each pay
one-half of the escrow fees charged by the Title Company, any
excise tax, and any transfer tax. Real property taxes for the tax
year in which the transaction is closed, assessments (if a
Permitted Exception), personal property taxes, rents on existing
tenancies paid for the month of closing, interest on assumed
obligations, and utilities shall be prorated as of the Closing
Date. The parties acknowledge that the Property is subject to a
triple net lease and, as such, the Tenant of the Property is
responsible for the payment of real property taxes. Therefore,
while ultimate responsibility for the payment of real property
taxes shall be prorated as aforesaid, no actual closing
adjustment for taxes shall be made at closing. Seller shall
credit the Buyer with the amount of any escrow being held by
Seller from Tenant for the payment of taxes. Prepaid rents,
security deposits, and other unearned refundable deposits
regarding the tenancies shall be assigned and delivered to Buyer
at closing. The Property DOES NOT QUALIFY FOR A SPECIAL TAX
ASSESSMENT OR DEFERRAL PROGRAM.
10. POSSESSION. Buyer shall be entitled to exclusive possession
of the Property, subject to tenancies existing as of the Closing
Date ON THE CLOSING DATE.
11. CONDITION OF PROPERTY. Seller represents that, to the best
of Seller's knowledge: there are no pending or threatened notices
of violation of any laws, codes, rules, or regulations applicable
to the Property ("Laws"), and Seller is not aware of any such
violations or any concealed material defects in the Property.
Risk of loss or damage to the Property shall be Seller's until
closing and Buyer's at and after closing. No agent of Seller nor
any agent of Buyer has made any representations regarding the
Property. The real estate licensees named in this Agreement have
made no representations to any party regarding the condition of
the Property, the operations on or income from the Property, or
whether the Property or the use thereof complies with Laws.
Except for Seller's representations set forth in this Section 11,
Buyer shall acquire the Property "AS IS" with all faults and
Buyer shall rely on the results of its own inspection and
investigation in Buyer's acquisition of the Property. It shall be
a condition of Buyer's obligation to close, and of Seller's right
to retain the Xxxxxxx Money as of closing, that all of the
Seller's representations and warranties stated in this Agreement
are materially true and correct on the Closing Date. Seller's
representations and warranties stated in this Agreement shall
survive closing.
12. PERSONAL PROPERTY. This sale includes the following personal
property: NONE.
13. AGENCY DISCLOSURE. The following agency relationship(s) in
this transaction is (are) hereby consented to and acknowledged:
(a)
(B) XXXXX X. XXXXX, CAPITAL PACIFIC, LLC (listing agent if not
the same as selling agent) is the agent of (check one): SELLER
EXCLUSIVELY AS SELLER'S AGENT;
(C) B. XXXXX XXXXXX, CAPITAL PACIFIC, LLC (real estate licensee)
both Seller and Buyer in a limited dual agency relationship
pursuant to separate agreement.
ACKNOWLEDGED
Buyer: /s/ BLW Properties LLC Dated: 6/13/02
By: /s/ Xxxxx X Xxxxx
Buyer: Dated: Designated
Seller: Dated: Broker(s)
Seller: Dated: Initials
14. NOTICES. Unless otherwise specified, any notice required or
permitted in, or related to, this Agreement must be in writing
and signed by the party to be bound. Any notice or payment will
be deemed given when personally delivered or delivered by
facsimile transmission (with electronic confirmation of
delivery), or will be deemed given on the day following delivery
of the notice by reputable overnight courier or through mailing
in the U.S. mails, postage prepaid, by the applicable party to
the address of the other party shown in this Agreement, unless
that day is a Saturday, Sunday, or legal holiday, in which event
it will be deemed delivered on the next following business day.
If the deadline under this Agreement for delivery of a notice or
payment is a Saturday, Sunday, or legal holiday, such last day
will be deemed extended to the next following business day.
15. ASSIGNMENT. Buyer may assign, if the assignee is an entity
owned and controlled by Buyer and Buyer remains liable hereunder,
this Agreement or Buyer's rights under this Agreement without
Seller's prior written consent. If Seller's consent is required
for assignment, such consent may be withheld in Seller's sole
discretion.
16. ATTORNEYS' FEES. In the event a suit, action, arbitration,
or other proceeding of any nature whatsoever, including without
limitation any proceeding under the U.S. Bankruptcy Code, is
instituted, or the services of an attorney are retained, to
interpret or enforce any provision of this Agreement or with
respect to any dispute relating to this Agreement, the prevailing
party shall be entitled to recover from the losing party its
attorneys', paralegals', accountants', and other experts' fees
and all other fees, costs, and expenses actually incurred and
reasonably necessary in connection therewith. In the event of
suit, action, arbitration, or other proceeding, the amount
thereof shall be determined by the judge or arbitrator, shall
include fees and expenses incurred on any appeal or review, and
shall be in addition to all other amounts provided by law.
17. STATUTORY LAND USE DISCLAIMER. THE PROPERTY DESCRIBED IN
THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT
PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS
AND REGULATIONS, WHICH, IN FARM AND FOREST ZONES, MAY NOT
AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND WHICH LIMIT
LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS
30.930 IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT,
THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH
THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY
APPROVED USES AND THE EXISTENCE OF FIRE PROTECTION FOR
STRUCTURES.
18. MISCELLANEOUS. Time is of the essence of this Agreement. If
this transaction has not closed on or before August 30, 2002,
through no fault of Seller, this Agreement shall be deemed
terminated, and Buyer shall forfeit its Xxxxxxx Money to Seller.
The facsimile transmission of any signed document including this
Agreement shall be the same as delivery of an original. At the
request of either party, the party delivering a document by
facsimile will confirm facsimile transmission by signing and
delivering a duplicate original document. This Agreement may be
executed in two or more counterparts, each of which shall
constitute an original and all of which together shall constitute
one and the same Agreement. This Agreement contains the entire
agreement and understanding of the parties with respect to the
subject matter of this Agreement and supersedes all prior and
contemporaneous agreements between them with respect thereto.
Without limiting the provisions of Section 15 of this Agreement,
this Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective successors and
assigns. The person signing this Agreement on behalf of Buyer and
the person signing this Agreement on behalf of Seller each
represents, covenants and warrants that such person has full
right and authority to enter into this Agreement and to bind the
party for whom such person signs this Agreement to the terms and
provisions of this Agreement. This Agreement shall not be
recorded unless the parties otherwise agree.
19. ADDENDUMS; EXHIBITS. The following named addendums and
exhibits are attached to this Agreement and incorporated within
this Agreement: FIRST ADDENDUM TO THE PURCHASE AND SALE AGREEMENT
AND RECEIPT FOR XXXXXXX MONEY.
20. TIME FOR ACCEPTANCE. Seller has until 5:00 p.m. Pacific Time
of JUNE 17, 2002 to accept this offer. Acceptance is not
effective until a copy of this Agreement which has been signed
and dated by Seller is actually received by Buyer. If this offer
is not so accepted and signed by both parties by said date, it
shall expire and the Xxxxxxx Money shall be promptly refunded to
Buyer.
21. SELLER'S ACCEPTANCE AND BROKERAGE AGREEMENT. Seller agrees
to sell the Property on the terms and conditions in this
Agreement and further agrees to pay a commission of THREE PERCENT
(3%) of the purchase price. This commission is earned as of the
date Seller receives good funds for the full purchase price from
this Buyer in the amount reflected on a closing statement signed
by Seller and Buyer.
22. EXECUTION DATE. The Execution Date is the later of the two
dates shown beneath the parties' signatures below.
23. GOVERNING LAW. This Agreement is made and executed under,
and in all respects shall be governed and construed by the laws
of the State of Oregon.
CONSULT YOUR ATTORNEY. THIS DOCUMENT HAS BEEN PREPARED FOR
SUBMISSION TO YOUR ATTORNEY FOR REVIEW AND APPROVAL PRIOR TO
SIGNING. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE
COMMERCIAL ASSOCIATION OF REALTORSr PORTLAND/VANCOUVER OR BY THE
REAL ESTATE LICENSEES INVOLVED WITH THIS DOCUMENT AS TO THE LEGAL
SUFFICIENCY OR TAX CONSEQUENCES OF THIS DOCUMENT.
THIS FORM SHOULD NOT BE MODIFIED WITHOUT SHOWING SUCH
MODIFICATIONS BY REDLINING, INSERTION MARKS, OR ADDENDA.
Buyer: BLW Properties, LLC Seller: AEI Net Lease Income & Growth Fund
and/or assigns XIX Ltd Partnership
AEI Fund Management XIX, Inc.
General Partner
By /s/ Xxxxx X Xxxxx By /s/ Xxxxxx X Xxxxxxx
Title Manager Title Xxxxxx X.Xxxxxxx, President
Execution Date 6/13/02 Execution Date 6-13-02
Time of Execution 4:30 pm PDT Time of Execution 4:05 pm
Office Phone (000) 000-0000 Office Phone 000-000-0000
Address 0000 XX Xxxx Xxxx, Xxxxxxx 00 X 0xx Xx, Xxxxx 0000
Xxxxx 000
Xxxx Xxxxxx, XX 00000 Xx. Xxxx, XX 00000
Fax No. (000) 000-0000 Fax No. (000) 000-0000
First Addendum to Purchase & Sale Agreement & Receipt
for Xxxxxxx Money
Dated June 10, 2002
Pursuant to Section 19 of the Purchase and Sale Agreement and
Receipt of Xxxxxxx Money ("Agreement") this addendum is made part
of the Agreement dated JUNE 10, 2002, between AEI NET LEASE
INCOME & GROWTH FUND XIX LTD PARTNERSHIP as Seller, and BLW
PROPERTIES, LLC AND/OR ASSIGNS, as Buyer.
1. CONDITIONS TO PURCHASE: The Buyer's obligation to purchase
the property is conditioned on the following:
A. First Due Diligence Period. Buyer shall have twenty (20)
days after the receipt of such documents as are in Seller's
possession, to include the documents listed in paragraph 5 below.
If Buyer shall notify Seller of Buyer's approval of such Seller's
documents, Buyer shall have waived all right to object to
Seller's Documents. Seller shall have the affirmative obligation
to provide Buyer with any information that may come to Seller's
attention that may render the Seller's documents materially
inaccurate, and Buyer shall have an additional ten (10) days to
object to such information and terminate this Agreement.
B. REVIEW PERIOD. The Buyer shall have THIRTY (30) days after
receipt of documents for its inspection of the property, as
provided under Section 4 of this Agreement. If Buyer has not
removed this condition by written notice to Seller within the
THIRTY (30) day period, the Agreement shall be terminated and the
Xxxxxxx Money shall be promptly returned to the Buyer
2. CLOSING: The sale shall close within THIRTY (30) days
following Buyer's removal of its Conditions to Purchase.
3. XXXXXXX MONEY: At the time Buyer shall remove or shall be
deemed to have waived its Conditions to Closing the Xxxxxxx Money
shall be non-refundable, but applied at closing to the purchase
price, along with any interest earned.
4. 1031 EXCHANGE: Seller shall cooperate with Buyer in
connection with Buyer's acquisition of the Property in a manner
which allows Buyer to complete the subject purchase transaction
as a tax-deferred exchange pursuant to Section 1031 of the
Internal Revenue Code; provided, however, that such cooperation
shall not (1) subject Seller to any additional cost or liability;
(2) delay or otherwise be a condition to the closing of escrow;
or (3) require Seller to take title to any real property. Buyer
shall cooperate with Seller in a like manner.
5. SELLER'S DOCUMENTS: TO THE EXTENT IN SELLER'S POSSESSION
A. Complete copy of tenant lease, including addenda and
amendments, if any.
B. Operating statements (monthly year to date, year- end for
the last two years), and the operating budget for the current
year.
C. CAM reconciliation statements for past year, current year
and next year budget. N/A.
D. Real estate tax statement for current tax year.
E. Copies of all service contracts.
F. Aged delinquency status.
G. The most current certified property survey and title
insurance information.
H. Final "as-built" plans and specifications, to the extent
available, including structural, mechanical and electrical for
all improvements.
I. Floor plans with demising walls.
J. A copy of all reports and studies relating to the
environmental, soils, geological, and ground water conditions or
the presence or use of any toxic or hazardous substance. If
Seller does not have a Phase 1 report, the due diligence period
shall be extended to 45 days, to allow Buyer to decide to obtain
a Phase I report to Buyer's satisfaction and at Buyer's expense,
or to waive this condition to Buyer's obligation hereunder.
K. Copies of all use permits, building permits, certificate of
occupancy and any other similar kinds of governmental approvals
and permits.
L. Inspection reports, such as roof, mechanical, electrical,
plumbing, fire/life/safety systems, and structural.
M. Copy of casualty, liability and other insurance certificates
required by tenant's lease or by landlord.
N. Tenant financial information including tenant sales.
O. A schedule of any tenant improvement work Seller is
obligated to complete but has not yet completed and capital
improvement work in progress or budgeted for the current fiscal
year.
P. Copies of all code violations or citations received during
the period of ownership for local, state or national bodies or
agencies concerning the property, its commercial tenants, or its
ongoing operations.
All such documents reasonably required by Buyer or Buyer's
lender, provided that delivery of these documents shall not
delay the acknowledged receipt of Seller's Documents by
Buyer.
6. SELLER'S ADDITIONAL REPRESENTATIONS: Subject to the
provisions of Section 11 of the Agreement, Seller makes the
following additional representations, to the best of its
knowledge:
A. Seller has the authority and power to enter into this
Agreement and to consummate the transaction provide for herein.
B. To the best of Seller's actual knowledge, during the xxxx
Xxxxxx has owned the Property, Seller's operation of the Property
and the condition of the Property has complied with all
applicable laws, ordinances, rules, regulations and recorded
covenants, conditions and restrictions.
C. Seller has received no written notice of any pending or
threatened litigation, condemnation proceeding or annexation
proceeding affecting the Property and has received no written
notice of any governmental assessments not disclosed in the
Agreement or in the Preliminary Title Report.
D. As to any tenants that do not provide estoppel certificates
as specified in Section 7 below, all allowances, concessions and
lease inducements required by such Tenants' leases have been
fully satisfied or will be fully satisfied prior to the Closing
Date.
E. No tenant has paid any rent payments more than 30 days in
advance of when required by its lease.
F. Factually based due diligence materials prepared by Seller
and furnished to Buyer (as opposed to such materials prepared by
unrelated third parties) are true and correct in all material
respects, except for any materials which are projections,
estimates, pro formas, appraisals and anticipated expenses and
profits. Seller makes no representations (though Seller is not
aware of any inaccuracies therein) as to the accuracy of any
information prepared by third parties that may be supplied to
Buyer pursuant to this Agreement.
7. TENANT ESTOPPEL CERTIFICATES: As a condition to closing,
Seller shall attempt to provide Buyer with an executed Tenant
Estoppel Certificates and Subordination Agreement (collectively
"Estoppel") on a form provided by Buyer or Buyer's lender. Said
form shall be provided within twenty (20) days from the Execution
Date hereof. Seller shall have FOURTEEN (14) days following
receipt of the form of Estoppel from Buyer to obtain an executed
Estoppel from tenant. Buyer shall have THREE (3) days from
receipt of the executed Estoppel to approve or reject same (or
the inability of Seller to obtain the same), provided that Buyer
may only reject the Estoppel, cancel the Agreement, and receive a
refund of all Deposits if the Estoppel is not obtained or
reflects a discrepancy materially affecting the economics of the
transaction, or a previously undisclosed material breach of the
lease.
8. ADDITIONAL SELLER DELIVERIES: In addition to the other items
required by the Agreement, Seller will: execute and deliver to
Buyer an assignment of all leases, said assignment containing
standard reciprocal indemnity language from Buyer and Seller as
to post and pre closing Landlord obligations; execute and deliver
to Buyer any and all warranties, instruction manuals and similar
materials pertaining to the Property or equipment located
therein, if any in Seller's possession; deliver to Buyer
originally executed copies of all leases; and, if requested by
Buyer, deliver a letter to each of the tenants of the Property
advising them of the sale of the Property.
9. ADDENDUM CONTROLS: In the event of any inconsistency between
the Agreement and the Addendum, the provisions of the Addendum
shall control.
Approved & Accepted:
Buyer: BLW PROPERTIES, LLC Seller: AEI NET LEASE INCOME & GROWTH FUND XIX
and/or assigns LTD PARTNERSHIP
BLW Properties, LLC AEI Fund Management XIX, Inc.
By: /s/ Xxxxx X Xxxxx By: /s/ Xxxxxx X Xxxxxxx
Date:6/13/02 Date:6-13-02
Capital Pacific, LLC
DISCLOSURE ACKNOWLEDGMENT
A. INITIAL ACKNOWLEDGMENT OF SELLER
By my signature below, I acknowledge:
(1) I have received and read and I understand the material set
out on the back of this disclosure form.
(2) I understand that a Seller's agent, including a listing real
estate licensee, is the agent of the Seller exclusively, unless
the Seller and the Buyer otherwise agree.
(3) I understand that, unless otherwise disclosed in writing, all
real estate licensees including real estate licensees
participating in a multiple listing service are agents of the
Seller exclusively.
(4) I understand that a Buyer's agent is the agent of the Buyer
exclusively.
(5) I understand that XXXXX X. XXXXX (name of licensee) of
CAPITAL PACIFIC, LLC (name of real estate organization), the
agent presenting this form to me, is (check applicable
relationship):
my agent as Seller's Agent.
[X] an agent as Buyer's agent.
B. INITIAL ACKNOWLEDGMENT OF PROSPECTIVE BUYER
By my signature below, I acknowledge:
(1) I have received and read and I understand the material set
out on the back of this disclosure form.
(2) I understand that a Seller's agent, including a listing
agent, is the agent of the Seller exclusively, unless the Seller
and the Buyer otherwise agree.
(3) I understand that, unless otherwise disclosed in writing, all
real estate licensees including real estate licensees
participating in a multiple listing service are agents of the
Seller exclusively.
(4) I understand that I may engage my own agent to be my Buyer's
agent.
(5) I understand that (name of licensee) of (name of real
estate organization), the agent presenting this form to me is
(check applicable relationship):
an agent of the Seller.
my agent as Buyer's agent.
SIGNATURES
(Circle applicable title) AEI NET LEASE INCOME & GROWTH FUND XIX
LTD PARTNERSHIP
BY: AEI FUND MANAGEMENT, INC
Buyer/SELLER: BY: /s/ Xxxxxx X Xxxxxxx Date: 6-13-02
Buyer/Seller: Date:
Agent to sign and date:
/s/ Xxxxx X Xxxxx Real Estate Licensee
Xxxxx X. Xxxxx, Capital Pacific, LLC
Real Estate Organization
BUYER'S LIMITED AUTHORIZATION REGARDING
IN-COMPANY SALES
By my initials below, I acknowledge:
(1) A situation may arise wherein the licensee I have hired to be
my agent may also be the agent for the Seller of specific real
property I wish to acquire.
(2) If this situation arises, I authorize my agent to act as an
in-company agent for that specific real property after making a
reasonably diligent effort to contact me in order to obtain my
consent.
(3) I have read and understand the "In-Company Sales" section on
the reverse side of this form.
(4) The following information, which has previously been
disclosed by the Buyer to the agent, is confidential and is not
to be disclosed to the Seller.
UNDERSTOOD AND AGREED: (Initials)
SELLER'S LIMITED AUTHORIZATION REGARDING
IN-COMPANY SALES
By my initials below, I acknowledge:
(1) A situation may arise wherein the licensee I have hired to be
my agent may also be the agent for the Buyer who wishes to
acquire my real property.
(2) If this situation arises, I authorize my agent to act as an
in-company agent for that specific real property after making a
reasonably diligent effort to contact me in order to obtain my
consent.
(3) I have read and understand the "In-Company Sales" section on
the reverse side of this form.
(4) The following information, which has previously been
disclosed by the Seller to the agent, is confidential and is not
to be disclosed to the Buyer.
UNDERSTOOD AND AGREED: (Initials)
SIGNATURES
(Circle applicable title) BLW PROPERTIES LLC
BUYER/Seller: By:/s/ Xxxxx X Xxxxx Date: 6/13/02
Buyer/Seller: Date:
Buyer/Seller: Date:
Agent to sign and date:
/s/ B Xxxxx Xxxxxx Real Estate Licensee
B. Xxxxx Xxxxxx Capital Pacific, LLC
Real Estate Organization
Real Estate Licensee
Capital Pacific, LLC
Real Estate Organization
DISCLOSURE REGARDING AGENCY RELATIONSHIP(S)
(As required by Oregon Revised Statutes Chapter 696)
An agency relationship arises whenever two persons agree
that one is to act on behalf of the other and in accordance with
the other's directions. The creation of an agency relationship
imposes certain legal duties on the agent.
Before a Seller or a Buyer enters into a discussion with a
real estate licensee regarding a real property transaction, the
Seller and the Buyer should each understand what type of agency
relationship or representation the Buyer and the Seller may have
with each agent in that transaction.
SELLER'S AGENT
An agent who acts under a listing agreement with the Seller
acts as the agent for the Seller only. A Seller's agent has
affirmative obligations (under Section 3 of this 1993 Act):
(1) To the Seller: The fiduciary duties of loyalty,
obedience, disclosure, confidentiality, reasonable care and
diligence, and accounting in dealings with the Seller.
(2) To the Buyer and to the Seller: Honest dealing and
disclosure.
BUYER'S AGENT
A real estate licensee other that the Seller's agent can
agree with the Buyer to act as the agent for the Buyer only. In
this situation, the Buyer's agent is not representing the Seller,
even if the Buyer's agent is receiving compensation for services
rendered, either in full or in part, from the Seller or through
the Seller's agent. A Buyer's agent has the affirmative
obligations (under Section 4 of this 1993 Act):
(1) To the Buyer: The fiduciary duties of loyalty,
obedience, disclosure, confidentiality, reasonable care and
diligence, and accounting in dealings with the Buyer.
(2) To the Buyer and to the Seller: Honest dealing and
disclosure.
SELLERS AND BUYERS
None of the foregoing duties of the agent in a real estate
transaction relieves a Seller or a Buyer from the responsibility
to protect the Seller's or Buyer's own interests respectively.
The Seller and the Buyer should carefully read all agreements to
assure that the agreements adequately express the Seller's or the
Buyer's understanding of the transaction.
IN-COMPANY SALES
(1) A licensee, acting either alone or through one or more
licensees within the same real estate organization, may give
limited representation to both the Seller and the Buyer in a real
estate transaction.
(2) In an In-Company Agreement, the agent acting as an in-
company agent has the following affirmative obligations to both
the Seller and the Buyer:
(a) Loyalty, obedience, disclosure, confidentiality and
accounting in dealings with both the Seller and the Buyer.
HOWEVER, IN REPRESENTING BOTH THE SELLER AND THE BUYER, THE
LICENSEE SHALL NOT, WITHOUT THE EXPRESS WRITTEN PERMISSION OF THE
RESPECTIVE PERSON, DISCLOSE TO THE OTHER PERSON:
(i) That the Seller will accept a price lower than or terms
less favorable than the listing price or terms; or
(ii) That the Buyer will pay a price higher than or terms
more favorable than the offering price and terms; or
(iii) Other than price and terms, confidential information
specifically designated as such in writing by the Buyer or Seller
as set out on the front of this disclosure or attached to it.
(iv) Reasonable care and diligence.
(v) Honest dealing.
THE ACTS OF THE AGENTS MAY CAUSE LEGAL LIABILITY TO THE
PRINCIPALS. A REAL ESTATE LICENSEE IS QUALIFIED TO ADVISE ON REAL
ESTATE; IF YOU DESIRE LEGAL ADVICE, CONSULT A LAWYER.
