PURCHASE AGREEMENT
1. PARTIES. This Purchase Agreement is made on 8-26, 2002, by and
between AEI Real Estate Fund 86-A Limited Partnership, ("Seller"),
and Xxxxxx Xxxxxxxxxx, ("Buyer").
2. OFFER/ACCEPTANCE. Buyer offers to purchase and Seller agrees to
sell real property legally described as:
Xxx 0, Xxxxx 0, Xxxxxxxx Xxxxxxx Addition, according to the plat
thereof on file and of record in the office of the Hennepin County
Recorder, together with certain appurtenant easements for access and
parking as created by Grant of Reciprocal Easements, dated January 15,
1985 and recorded January 27, 1985 as Document No. 5075041.
located at 0000 Xxxxxxx Xxxxxx Xxxxx, Xxxx xx Xxxxxxxxxxx, Xxxxxx of
Hennepin, State of Minnesota, Zip Code 55420.
3. ACCEPTANCE DEADLINE. The acceptance date of this Purchase
Agreement is the date it is delivered by the last party signing to the
other party. This offer to purchase, unless accepted sooner, shall be
void at 11:59 A.M., on [date] September 15, 2002, and in such event
all xxxxxxx money shall be refunded to Buyer.
4. PERSONAL PROPERTY AND FIXTURES INCLUDED IN SALE. The following
items of personal property and fixtures owned by Seller and currently
located on the real property are included in this sale:
All personal property and fixtures located at the subject
premises owned by Seller, if any.
Upon delivery of the Deed, Seller shall also deliver a Warranty Xxxx
of Sale for the above personal property. [Check the box if the
following provision applies to this Purchase Agreement:] Seller
shall use M.S.B.A. Real Property Form No. 90 (1997), Quit Claim Xxxx
of Sale.
5. PRICE AND TERMS. The price for the real and personal property
included in this sale is Seven Hundred - Ninety thousand and no/100
Dollars ($790,000.00), which Buyer shall pay as follows:
Xxxxxxx money of $2,000.00 by check payable to [select one:]
[x] Seller, to be deposited and held by Seller (and may be commingled
with Seller's other funds) pending closing.
[ ] Seller's lawyer, to be deposited and held in the lawyer's trust
account pending closing.
[ ] Seller's broker, to be deposited or held by broker according to
the requirements of Minnesota Statute.
[ ] Other [describe how the xxxxxxx money will be held]
receipt of which is hereby acknowledged and the balance of $788,000.00
by financing as shown on the (attached Financing Addendum).
6. DEED/MARKETABLE TITLE. Upon performance by Buyer, Seller shall
execute and deliver a Limited Warranty Deed, joined in by spouse, if
any, conveying marketable title of record, subject to:
A. Building and zoning laws, ordinances, state and federal
regulations;
B. Restrictions relating to use or improvement of the real
property without effective forfeiture provisions;
C. Reservation of any mineral rights by the State of Minnesota;
D. Utility ad drainage easements which do not interfere with
existing improvements;
E. Exceptions to title which constitute encumbrances, restrictions,
or easements which have been disclosed to Buyer and accepted by
Buyer in this Purchase Agreement [must be specified in Writing:]
1. Subject to existing lease between Seller and Xxxxxx
Xxxxxxxxxx which Seller agrees to assign to Buyer or an
entity designated by Buyer.
7. REAL ESTATE TAXES SPECIAL ASSESSMENTS. Real estate taxes due and
payable in and for the year of closing shall be the obligation of the
Buyer.
BUYER SHALL PAY all installments of special assessments
certified for payment with real estate taxes due and payable in the
year of closing.
BUYER SHALL PAY all other special assessments levied as of the
date of the Purchase Agreement.
BUYER SHALL PAY all special assessments pending as of the date of
this Purchase Agreement for improvements that have been ordered by the
City Council or other governmental assessing authorities. As of the
date of this Purchase Agreement, Seller represents that Seller has not
received a Notice of Hearing of a new public improvement project from
any governmental assessing authority, the costs of which project may
be assessed against the real property. If a special assessment
becomes pending after the date of this Purchase Agreement and before
the Date of Closing, Buyer may, at Buyer's option:
A. Assume payment of the pending special assessment without
adjustment to the purchase price of the real property; or,
B. Require Seller to pay the pending special assessment (or
escrow for payment of same as provided above) and Buyer
shall pay a commensurate increase in the purchase price of
the real property, which increase shall be the same as the
estimated amount of the assessment; or
C. Declare this Purchase Agreement void by notice to Seller,
and xxxxxxx money shall be refunded to Buyer.
Buyer shall pay real estate taxes due and payable in the year
following closing and thereafter and any unpaid special assessments
payable therewith and thereafter, the payment of which is not
otherwise provided herein. Seller makes no representation concerning
the amount of future real estate taxes or of future special
assessments.
8. DAMAGES TO REAL PROPERTY. If the real property is
substantially damaged prior to closing, this Purchase Agreement shall
terminate and the xxxxxxx money shall be refunded to Buyer. If the
real property is damaged materially but less than substantially prior
to closing, Buyer may rescind this Purchase Agreement by notice to
Seller within 21 days after Seller notifies Buyer of such damage,
during which 21-day period Buyer may inspect the real property, and in
the event of such rescission, the xxxxxxx money shall be refunded to
Buyer.
9. SURVEY. Buyer shall have the right to perform a survey on the
subject property at the Buyer's expense. Buyer reserves the right to
cancel this Purchase Agreement if the results of the survey are
unsatisfactory to Buyer on his sole discretion. Notice of any such
cancellation shall be made in writing directed to the Seller.
10. CONDITION OF PROPERTY.
A. Buyer acknowledges that buyer is purchasing the property, the
building, all fixtures and personal property "as is" and that
Seller makes no warranties, express or implied.
B. Seller knows of no hazardous substances or petroleum
products having been placed, stored, or released from or on
the real property by any person in violation of any law, nor
of any underground storage tanks having been located on the
real property at any time, except as follows:
None, except as attached
C. Seller's warranties and representations contained in this
paragraph 10 shall survive the delivery of the Deed or
Contract for Deed, provided that any notice of a defect or
claim of breach of warranty must be in writing and any such
notice with respect to matters referred to in A., above must
be given by Buyer to Seller within one year of the Date of
Closing or be deemed waived.
D. Buyer shall have the right to have inspections of the
property conducted prior to closing. Unless required by
local ordinance or lending regulations, Seller does not plan
to have the property inspected. Other than the
representations made in this paragraph 10, the property is
being sold "AS IS" with no express or implied
representations or warranties by Seller as to physical
conditions, quality of construction, workmanship, or fitness
for any particular purpose. (This paragraph is not intended
to waive or limit any provisions of Minn. Stat., Chapter
327). Buyer is aware of an underground storage tank
previously removed from the property.
11. DISCLOSURE OF NOTICES. Seller has not received any notice from
any governmental authority as to violation of any law, ordinance or
regulation affecting the real property. If the real property is
subject to restrictive covenants, Seller has not received any notice
from any person as to a breach of the covenants. Seller has not
received any notice from any governmental authority concerning any
eminent domain, condemnation, special taxing district, or rezoning
proceedings.
12. ENVIRONMENTAL INSPECTION. Buyer shall have the right to have
an environmental inspection conducted on the subject premises at the
Buyer's expense. Buyer reserves the right to cancel this purchase
agreement if the results of the environmental inspection are
unsatisfactory to Buyer in his sole discretion. Notice of any such
cancellation shall be made in writing directed to the Seller.
13. POSSESSION. Seller shall deliver possession of the property not
later than date of closing. All interest, fuel, oil, liquid petroleum
gas, and all charges for city water, city sewer, electricity, and
natural gas shall be Buyer's responsibility.
14. EXAMINATION OF TITLE. To demonstrate that Seller's title is
good and marketable of record, within a reasonable time after
acceptance of this Purchase Agreement, Seller shall furnish Buyer with
a Commitment for Title Insurance. The choice of Title Insurance
Company shall be specified by Buyer's Lender. Buyer shall pay the
cost of obtaining the commitment. Buyer shall have ten (10) business
days after receipt of the Commitment for Title Insurance to provide
Seller with a copy of the Commitment and written objections. Buyer
shall be deemed to have waived any title objections not made with the
ten (10) day period above, except that this shall not operate as a
waiver of Seller's covenant to deliver a statutory Warranty Deed,
unless a Warranty Deed is not specified above. If Buyer obtains title
insurance at Buyer's expense, Buyer is not waiving the right to obtain
a good marketable title of record from Seller.
15. TITLE CORRECTIONS AND REMEDIES. Seller shall have 120 days
from receipt of Buyer's written title objections to make title
marketable. Upon receipt of Buyer's title objections, Seller shall,
within ten (10) business days, notify Buyer of Seller's intention to
make title marketable within the 120 day period. Liens or
encumbrances for liquidated amounts which can be released by payment
or escrow from proceeds of closing shall not delay the closing. Cure
of the defects by Seller shall be at Seller's discretion. Pending
correction of title, all payments required herein and the closing
shall be postponed.
A. If notice is given and Seller makes title marketable, then
upon presentation to Buyer and proposed lender of
documentation establishing that title has been made
marketable, and if not objected to in the same time and
manner as the original title objections, the closing shall
take place within ten (10) business days or on the scheduled
closing date, whichever is later.
B. If notice is given and Seller proceeds in good faith to make
title marketable but the 120 day period expires without
title being made marketable, Buyer may declare this Purchase
Agreement void by notice to Seller, neither party shall be
liable for damages hereunder to the other, and xxxxxxx money
shall be refunded to Buyer.
C. If Seller does not give notice of intention to make title
marketable, or if notice is given but the 120 day period
expires without title being made marketable due to Seller's
failure to proceed in good faith, Buyer may seek, as
permitted by law, one or more of the following:
1. Proceed to closing without waiver or merger in the Deed
of the objections to title and undertake proceedings to
correct the objections to title;
2. Rescission of this Purchase Agreement by notice a
provided herein, in which case the Purchase Agreement
shall be null and void and all xxxxxxx money paid shall
be refunded to Buyer;
D. If title is marketable, or is made marketable as provided
herein, and Buyer defaults in any of the agreements herein,
Seller may elect either of the following options, as
permitted by law:
1. Cancel this contract as provided by statute and retain
all payments made hereunder as liquidated damages.
16. MINNESOTA LAW. This contract shall be governed by the laws of the
State of Minnesota.
17. WELL DISCLOSURE. [Check one of the following:]
[x] Seller certifies that Seller does not know of any xxxxx on
the real property.
[ ] Xxxxx on the real property are disclosed by Seller on the
attached Well Disclosure form.
18. SEWAGE TREATMENT SYSTEM DISCLOSURE.
[Check either A or B.]
[x] A. To the best of Seller's knowledge, Seller
certifies that sewage generated at the property goes to
a facility permitted by the Minnesota Pollution Control
Agency (for example, a city or municipal sewer system).
[ ] B. Seller certifies that sewage generated at the
property does not go to a facility permitted by the
Minnesota Pollution Control Agency and Seller's
Disclosure of Individual Sewage Treatment System is
attached (attach form).
[Check either C or D.]
[x] C. Seller does not know if there is an abandoned
individual sewage treatment system on the property.
[ ] D. Seller knows that there are no abandoned
individual sewage treatment systems on the property.
19. SELLER'S AFFIDAVIT. At closing, Seller shall supplement the
warranties and representations in the Purchase Agreement by executing
and delivering a Minnesota Uniform Conveyancing Blank [Form No. 116-M,
117-M] Affidavit of Seller.
20. CLOSING. Closing shall be at the office of Seller's lawyer,
Buyer's title insurer, or at some other mutually agreeable location.
At closing, Seller and Buyer shall disclose their Social Security
Numbers or Federal Tax Identification Numbers for the purposes of
completing state and federal tax forms.
21. ADDITIONAL TERMS.
A. Buyer shall have the right to assign this contract at or prior to
the closing to a corporation, l limited liability company or other
business entity authorized under Minnesota Statutes owned by himself
or the members of his immediate family without said assignment being
a violation of the terms and conditions of this purchase agreement.
B. Buyer agrees to pay Seller's closing costs, exclusive of
Seller's Attorneys fees.
22. ADDENDA. Attached are one (1) addenda which are made a part of
this Purchase Agreement.
23. TIME IS OF THE ESSENCE. Time is of the essence for all
provisions of this Purchase Agreement.
Dated:
SELLER:
AEI Real Estate Fund 86-A Limited Partnership
By See Exhibit A attached
Its
Dated: 8-26-02
BUYER: /s/ Xxxxxx Xxxxxxxxxx
Xxxxxx Xxxxxxxxxx
Exhibit A
SELLER:
AEI Real Estate Fund 86-A Limited Partnership, a Delaware limited
partnership.
By: AEI Fund Management 86-A Inc., its corporate general partner
By: /s/ Xxxx X Xxxxxx
Xxxx X Xxxxxx, Chief Financial Officer
Date: September 10, 2002
FINANCING ADDENDUM
This Addendum is a continuation of the PRICE AND TERMS contained in
Paragraph 5 of the Purchase Agreement dated 8-26-02, 2002 by and
between by and between, AEI Real Estate Fund 86-A Limited Partnership,
("Seller"), and Xxxxxx Xxxxxxxxxx, ("Buyer"), for property located at
or described as:
Xxx 0, Xxxxx 0, Xxxxxxxx Xxxxxxx Addition, according to the plat
thereof on file and of record in the office of the Hennepin County
Recorder, together with certain appurtenant easements for access and
parking as created by Grant of Reciprocal Easements, dated January 15,
1985 and recorded January 27, 1985 as Document No. 5075041.
located at 0000 Xxxxxxx Xxxxxx Xxxxx, Xxxx xx Xxxxxxxxxxx,
Xxxxxx of Hennepin, State of Minnesota, Zip Code 55420.
A. FINANCING CONTINGENCY:
Buyer's performance of Buyer's obligations under this Purchase
Agreement is contingent upon Buyer's securing the financing referred
to in paragraph B. below. This contingency is effective until the
date closing is completed. *
If Buyer is unable to secure the financing on or before the date
referred to above, Buyer may terminate the Purchase Agreement by
giving Seller written notice of termination on or before such date. If
the Purchase Agreement is terminated by either Buyer or Seller, the
xxxxxxx money paid by Buyer shall be refunded to Buyer, subject to any
other applicable provisions of the purchase Agreement. In such event,
Buyer and Seller shall sign a cancellation of the Purchase Agreement.
If Buyer does not provide Seller with notice of termination as
required by this paragraph, the contingency contained in this
paragraph shall be deemed waived, and, subject to Seller's right to
terminate as provided above, the Purchase Agreement shall be binding
upon and be performed by the parties according to its terms.
B. MORTGAGE TERMS:
Buyer will apply for and attempt to secure, at Buyer's expense, a
Mortgage in at least 90% of the amount stated in the Purchase
Agreement, amortized monthly over a period of not more than thirty
(30) years with a fixed interest rate acceptable to the Buyer, and
with other terms not less favorable to Buyer than those set forth in
this Addendum.
C. MORTGAGE APPLICATION:
The Mortgage application is to be made with ten (10) business days
after the acceptance of the Purchase Agreement. Buyer shall use best
efforts to secure the Mortgage and shall execute all documents
required to consummate the Mortgage.
D. LENDER COMMITMENT WORK ORDERS:
Nothing in the Purchase Agreement shall be construed as a warranty
that Seller will make any repairs required by the lender.
SELLER:
AEI Real Estate Fund 86-A Limited Partnership
By See Exhibit B attached
Its
Dated:
BUYER: /s/ Xxxxxx Xxxxxxxxxx
Xxxxxx Xxxxxxxxxx
If this transaction shall fail to close on or before November 15,
2002, this Agreement shall be null and void at the option of either
party.
Exhibit B
SELLER:
AEI Real Estate Fund 86-A Limited Partnership, a Delaware limited
partnership.
By: AEI Fund Management 86-A Inc., its corporate general partner
By: /s/ Xxxx X Xxxxxx
Xxxx X Xxxxxx, Chief Financial Officer
Date: September 10, 2002
