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EXHIBIT 10.12
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT, made this 5th day of March, 1996, by and between
5 W Partnership, a Virginia General Partnership, hereinafter known as "5 W" or
"Purchaser"; Xxxxxxxxxxx Xxxxx Inc., hereinafter known as "Xxxxxxxxxxx" or
"Seller"; Xxxxxx Properties, Inc.; Waldvogle Xxx & Xxxxx Real Estate Group,
Inc., hereinafter collectively known as "Agent".
W I T N E S S E T H
That for and in consideration of the mutual entry into this Agreement by
the Parties hereto and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged by each party hereto, Owner
agrees to sell and Purchase agrees to buy the following described real estate
and all improvements thereon located in the jurisdiction of the City of
Roanoke, Virginia, herein called "the property":
That Office and Warehouse located at 0000 Xxxxxxxx Xxxxxx, X.X., Xxxxxxx,
Xxxxxxxx containing approximately 32,000 sf and approximately 8 acres and
further identified by Roanoke City Tax Map #213-1301.
1. The purchase price of the property is Seven Hundred Thousand and NO/100
Dollars ($700,000.00) and such price shall be paid by cash or certified funds
at final closing.
2. 5 W has made a deposit of Five Thousand and NO/100 Dollars
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($5,000.00) with Xxxxxx Properties, receipt of which is hereby acknowledged,
and such deposit shall be held in escrow until the date of final settlement and
then applied to the purchase price, or returned to the 5 W if the title to the
property is not clear as described in Paragraph #3 of this Agreement or if the
transaction does not close because of conditions of sale contained herein are
not able to be met through no fault of 5 W.
3. Seller agrees to convey the property to 5 W by General Warranty Deed with
the usual covenants of title and free and clear from all encumbrances,
tenancies, liens (for taxes or otherwise), except as may be other wise provided
above, but subject to applicable restrictive covenants of record. Seller
further agrees to deliver possession of the property to 5 W on the date of
final settlement and to pay the expense of Preparation Deed of Conveyance,
Seller's Tax and Seller's legal fees.
4. Final settlement shall be made at the offices of such closing attorney as
designated by 5 W on or about July 1, 1996, or as soon thereafter as title can
be examined and necessary documents prepared, with allowance of a reasonable
time for Seller to correct any defects identified by such title examination.
5. All taxes, interest or similar escrow deposits, if any, shall be pro rated
as of the date of final settlement.
6. All risk of loss or damage to the property by fire, windstorm, casualty,
environmental contamination, or other cause is assumed by Seller until date of
final settlement. In the event of substantial loss or damage to the property
before final settlement, 5 W shall have the option of (a) terminating the
Purchase Agreement and recovering the deposit held in escrow, or (b) affirming
the Purchase Agreement, in which event Seller shall assign to 5 W all of
Seller's rights under any policy or policies
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if insurance applicable to the property.
7. Xxxxxxxxxxx agrees that they shall continue to manage and maintain and
operate the property in a manner consistent with good management practices
until final settlement, making all repairs to the property when required to
maintain the property in good condition.
8. AGENT DISCLOSURE: In accordance with the regulations of the State of
Virginia Real Estate Board, REALTORS hereby discloses to Owner and Buyer that
REALTOR and REALTOR'S salespeople are the Agent of the Owner in connection with
marketing the Property under this agreement. As such, REALTOR and its
salespeople owe Owner their duties of loyalty and faithfulness. At the same
time, brokers and their salespeople are required to treat all parties to a
transaction fairly. Without breaching their duties to Owner, REALTOR and its
salespeople may provide Purchasers with information about the property and may
assist a prospective 5 W in preparing an offer to purchase the Property.
REALTOR and its salespeople have a duty to respond accurately to a Purchasers
questions, to disclose to a prospective Purchaser material information known to
him about the property, and to submit to Owner all offers to purchase the
property.
The parties agree that the Agent was the sole procuring cause of this
transaction. Xxxxxxxxxxx agrees to pay Agent a fee for services equal to six
percent (6%) of the purchase price and hereby authorizes and directs the
settlement agent to disburse this fee from Seller's proceeds at final
settlement. This fee will be divided equally between Xxxxxx Properties, Inc.
as Selling Agent and Waldvogle Xxx & Xxxxx Real Estate Group as Listing Agent.
Except for the Agent herein, the parties hereto agree to indemnify and hold
each harmless in all respects as to
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any claim made by any other agent, real estate or otherwise, for a commission
with respect to this agreement. The parties further agree, that in the event
that either should default under the terms of this agreement the defaulting
party shall be liable to the Agent for the above mentioned Agent commission.
9. PAYMENT OF PURCHASE PRICE. The Purchase Price shall be payable as follows:
(A) FIVE THOUSAND DOLLARS ($5,000.00) paid to Xxxxxx Properties as Escrow
Agent, the receipt of which is hereby acknowledged;
(B) SIX HUNDRED NINETY FIVE THOUSAND ($695,000.00) in cash or certified
funds at final settlement.
10. 5 W CONDITIONS OF SALE. The sale and conveyance of the property under
this Agreement and 5 W's performance hereof is in addition to other
considerations of this Purchase Agreement, are conditioned upon the following:
(A) 5 W at its sole cost and expense have an inspection made of the
property by licensed firms holding out to possess expertise in such matters as
to render an opinion on the basic structure of the building, plumbing,
heating/air conditioning and electrical systems. If such inspections reveal a
defect or defects that would negatively impact the intended use by 5 W, and the
repair and/or replacement of such defect or defects and intended renovations by
5 W exceed $100,000.00, then in that event 5 W shall have the option to declare
this agreement null and void;
(B) 5 W being able to obtain financing at current market rates in the
amount of $650,000.00 with 5 W providing a maximum cash investment or
$150,000.00. 5 W hereby agrees they shall make such loan application within
then (10) working days from the date of acceptance of this agreement and in the
event approval of said loan is not received in ninety (90) days from the date
of this agreement, Xxxxxxxxxxx, at it's option, may declare this Purchase
Agreement null and void;
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(C) Further, 5 W at its expenses shall have the right to have made an
environmental inspection of the property. In the event such inspection
disclose any present contamination and/or violations of environmental law,
remediation of any such contamination and/or violation shall be to the expense
of Xxxxxxxxxxx, but subject to the prior written approval of Xxxxxxxxxxx. In
the event Xxxxxxxxxxx shall fail to give their prior written approval, then,
and in that event, 5 W shall have the option to declare this Purchase Agreement
Null and Void.
5 W at its sole discretion may waive all or any part of the above
"conditions of sale". At such time as all contingencies have been satisfied,
cleared or waived, Seller shall have the right to give the current
month-to-month tenant 60 days notice to vacate the premises.
11. RIGHT TO SURVEY. 5 W may, at any time prior to the Closing, enter upon
the property for the purpose of surveying the property.
12. ASSIGNMENT BY BUYER. The deed shall be made to Buyer or any party,
parties, firm, or corporation the Buyer may designate.
13. BENEFIT. This Agreement shall inure to the benefit of, and shall bind the
heirs, successors and assigns of the respective parties.
14. NOTICES. Any notice or demand under this Agreement shall be by registered
mail and sent to 5 W Partnership, 0000 Xxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxxx
00000 and Xxxxxxxxxxx Xxxxx, Inc. X/X Xxxxxxxxx Xxx & Xxxxx Xxxx Xxxxxx Group,
000 Xxxxxxxxxxxx Xxxx Building, 00 X. Xxxxxxxx Xxxx, X.X., Xxxxxxx, Xxxxxxxx
00000 and Xxxxxx Properties, Inc., 0000 Xxxxxxx Xxxxxx, X.X., Xxxxx 0000,
Xxxxxxx, Xxxxxxxx 00000 and Waldvogle Xxx & Xxxxx Real Estate Group, 000
Xxxxxxxxxxxx Xxxx Building, 00 X. Xxxxxxxx Xxxx, X.X., Xxxxxxx, Xxxxxxxx 00000.
17. CONSTRUCTION. The interpretation, construction and performance of this
Agreement shall be governed by the laws of the Commonwealth of Virginia. The
captions and margin notes, if any, are used only as a matter of convenience and
are not to be
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considered a part of this Agreement as such.
18. SURVIVAL OF ALL REPRESENTATIONS AND WARRANTIES. The representations,
warranties, covenants and agreements of the parties contained in this Agreement
shall survive the Closing hereunder and the delivery and recordation of the
deed pursuant to this Agreement.
19. MECHANIC'S LIEN DISCLOSURE. Virginia law (43-1 et seq.) permits persons
who have performed labor or furnished materials for the consideration for the
construction, removal, repair or improvement of any building or structure to
file a lien against the property. This lien may be filed at any time after the
work is commenced or the material is furnished, but not later that the earlier
of (i) 90 days from the last day of the month in which the lien or last
performed work or furnished materials or (ii) 90 days from the time the
construction, removal, repair or improvement is terminated. AN EFFECTIVE LIEN
FOR WORK PERFORMED PRIOR TO THE DATE OF SETTLEMENT MAY BE FILED AFTER
SETTLEMENT. LEGAL COUNSEL SHOULD BE CONSULTED.
20. ENTIRE AGREEMENT. This Purchase Agreement constitutes the entire
agreement between the parties. No representation, warranties, or promises
pertaining to this Agreement or any property affected by this agreement have
been made by, or shall be binding on, any of the parties, except as expressly
stated in this Agreement. This Agreement may not be changed orally, but only
by agreement in writing signed by the party against whom enforcement of any
such change is sought.
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Witness the following signatures and seal:
5 W Partnership
/s/Xxxx Xxxxxxxx , Dated 3-04-96
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/s/Xxxxxxx Xxxxxx , Dated 3-04-96
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Xxxxxxxxxxx Xxxxx, Inc.
/s/Xxxxx X. Xxxxxxxx , Dated 3-12-96
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/s/Xxxxxxx Xxxxxxxxx , Dated 3-12-96
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Xxxxxx Properties, Inc.
/s/Xxxx Xxxxxx , Dated 3-04-96
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Waldvogle Xxx & Xxxxx Real Estate Group, Inc.
/s/Xxxxxxx X. Xxx , Dated 3-12-96
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