EXHIBIT 10.3
REAL ESTATE PURCHASE CONTRACT
July 21, 2003
1. PROPERTY DESCRIPTION: The undersigned Buyer offers to purchase from
Seller, the following described real estate including, without limitation, all
improvements, fixtures, appurtenant rights, privileges, and easements located in
the County of Franklin, State of Ohio known, as:
0000 Xxxxxx Xxxxxxxx Xxxx., Xxxxxx, Xxxx 00000 - a 2.96-acre site
improved with a two story office building of approximately 35,000
square feet (the "Premises").
2. PRICE AND TERMS: The purchase price is Four Million Five Hundred
Thousand Dollars ($4,500,000.00) payable in cash at closing.
3. CONTINGENCIES: Seller, at Seller's expense, shall obtain a final
certificate of occupancy for the property on or before October 31, 2003.
Notwithstanding the foregoing, Buyer may elect to close with only a temporary
certificate of occupancy, provided that Seller agrees to complete the list of
items necessary to obtain a final certificate of occupancy within a reasonable
amount of time, but in no event later than one hundred eighty (180) days after
date of closing.
4. POSSESSION: Possession shall be given, subject to tenants' rights,
upon closing.
5. RENTALS AND OTHER PRORATIONS AND SECURITY DEPOSITS: Not Applicable.
6. FIXTURES AND EQUIPMENT: The consideration shall include all fixtures
owned by Seller, including, but not limited to: built-in appliances, heating,
ventilating, air conditioning (HVAC) and humidifying equipment and their control
apparatus; stationary tubs; pumps; water softening equipment; roof antennae;
attached wall-to-wall carpeting and attached floor coverings, curtain rods and
window coverings including draperies and curtains; attached mirrors; light,
bathroom and lavatory fixtures; awnings, blinds; security systems and controls;
smoke alarms; satellite TV reception system and components, all exterior plants
and trees; and the following: (None if left blank)____________________________.
7. DAMAGE OR DESTRUCTION OF PROPERTY: Risk of physical loss to the
Premises and improvements shall be borne by Seller until closing, provided that
if any property covered by this contract shall be substantially damaged or
destroyed before this transaction is closed, Buyer may (a) proceed with the
transaction and be entitled to all insurance money, if any, payable to Seller
under all policies covering the property, or (b) rescind the contract and
thereby release all parties from liability hereunder by giving written notice to
Seller within ten (10) days after Buyer has written notice of such damage or
destruction. Failure by Buyer to so notify Seller shall constitute an election
to proceed with the transaction.
8. CONDITION OF IMPROVEMENTS: Seller makes no warranties as to the
condition of the Premises, as improvements are currently under construction, but
shall assign to Buyer any transferable warranties provided by the builder or
manufacturers.
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9. EVIDENCE OF TITLE: Seller shall furnish and pay for an owner's title
insurance commitment and policy [ALTA Form B(1992 REV. 10-17-92)] in the amount
of the purchase price. The title evidence shall be certified to within thirty
(30) days prior to closing with endorsement not before 8 a.m. on the business
day prior to the date of closing, all in accordance with the standards of the
Columbus Bar Association, and shall show in Seller marketable title in fee
simple, free and clear of all liens and encumbrances except: (a) those created
by or assumed by Buyer; (b) those specifically set forth in this contract; (c)
zoning ordinances; (d) legal highway; and (e) covenants, restrictions,
conditions and easements of record that do not unreasonably interfere with
present lawful use. Buyer shall pay any additional costs incurred in connection
with mortgage title insurance issued for the protection of Buyer's lender. If
Buyer desires a survey, Buyer shall pay the cost thereof. If title to all or
part of the Premises is in unmarketable, as determined by Ohio law with
reference to the Ohio State Bar Association's Standards of Title Examination, or
is subject to liens, encumbrances, easements, conditions, restrictions or
encroachments other than those excepted in this contract, Seller shall, within
thirty (30) days after a written notice thereof, remedy or remove any such
defect, lien, encumbrance, easement, condition, restriction or encroachment or
obtain title insurance without exception thereof. In the event Seller is unable
to remedy or insure against the defect within the thirty (30) day period, Buyer
may declare this contract null and void. At closing, Seller shall sign an
affidavit with respect to off-record title matters in accordance with the
community custom.
10. CONVEYANCE AND CLOSING: At closing, Seller shall pay transfer taxes
and deed preparation and shall convey, at closing, marketable title (as
described in paragraph 9) to the Premises by deed of general warranty (or
appropriate fiduciary deed if Seller is a fiduciary) in fee simple, with release
of dower, if any. The date of closing shall be: September 30, 2003, unless
otherwise mutually agreed by the parties.
11. TAXES AND ASSESSMENTS: Seller as future tenant shall be solely
responsible for the payment of reoccurring property taxes, special taxes and
assessments against the property. Accordingly, there shall be no proration of
taxes or assessments between the parties at closing.
12. DEPOSIT: None.
13. MISCELLANEOUS: This contract constitutes the entire agreement and no
oral or implied agreement exists. Any amendments to this contract shall be in
writing, signed by Buyer and Seller and copies provided to them. This contract
shall be binding upon the parties, their heirs, administrators, executors,
successors and assigns. This contract may not be assigned, except as necessary
to facilitate any tax-deferred exchange to be completed by Buyer. Time is of the
essence of all provisions of this contract. All provisions of this contract
shall survive the closing. In compliance with fair housing laws, no party shall
in any manner discriminate against any Buyer or Buyers because of race, color,
religion, sex, familial status, handicap or national origin. Paragraph captions
are for identification only and are not part of this contract.
14. BROKER'S FEE: Seller and Broker acknowledge that there are no
broker(s) involved in this transaction.
Buyer hereby makes the foregoing offer this 21st day of July 2003.
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BRC PROPERTIES INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------
Buyer
Address: 0000 Xxxxxx Xxxx Xxxxx 000-0000
Xxxxxx, Xxxx 00000
Deed to: BRC PROPERTIES INC.
Seller agrees to and accepts the foregoing offer this 21st day of July 2003.
DOMINION HOMES, INC.
By: /s/ Xxxxx X. X'Xxxxxx
--------------------------
Seller
Address: 0000 Xxxxxx Xxxx
Xxxxxx, Xxxx 00000 Phone 000-0000
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