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XXXXXXX 00(x)
Xxxx Xxxxxx Purchase Contract dated January 5, 1996,
between Metatec Corporation and Olde Poste Properties
Real Estate Purchase Contract
1. PROPERTY DESCRIPTION: The undersigned Buyer agrees to purchase from
the undersigned Seller, and the Seller agrees to convey to the Buyer,
the 5.309+ acre tract of real estate located at the northwest corner
of Perimeter Drive and Metatec Boulevard in Franklin County, Ohio
known as a part of Franklin County Parcels #273-4087 and #273-3444 and
further described on Exhibit A attached hereto and made a part hereof,
together with all improvements, fixtures, appurtenant rights,
privileges and easements appurtenant thereto (the "Premises").
2. PRICE AND TERMS: The purchase price (the "Purchase Price") shall be
calculated as $85,000.00 multiplied by the number of "usable acres"
(as that term is defined below) within the Premises as determined by
the survey obtained by Buyer pursuant to Section 7, below. The term
"usable acres" shall mean the gross acreage comprising the Premises
less the number of acres (or fractions thereof) of the Premises which
are within the rights of way of Perimeter Road or Metatec Boulevard.
3. CONTINGENCIES:
a) Environmental Inspection: For a period of twenty-one
(21) days after the acceptance hereof, Seller agrees to permit the
Buyer, the Buyer's lender and the qualified, professional
environmental consultant of either of them to enter the Premises to
conduct, at the expense of the Buyer, an environmental site
assessment. Buyer agrees to indemnify and hold Seller harmless from
any injury to persons or damage to the Premises caused by such
inspection. If the Buyer is not satisfied, in Buyer's sole
discretion, with the results of any such assessment, the Buyer may
notify the Seller in writing within the above-specified 21-day period
that the contract is terminated. Failure of Buyer to deliver written
notice of such termination within such 21-day period shall constitute
a waiver of Buyer's right to terminate pursuant to this provision.
b) Property Inspection: Buyer, at Buyer's expense, shall
have twenty-one (21) days after the acceptance hereof to determine the
suitability of the Premises for Buyer's intended use (as described in
Section 7(c), below), which inspection may include a geotechnical
assessment of the Premises and confirmation that the Premises are
zoned for Buyer's anticipated use and such other determinations as
Buyer deems necessary in Buyer's sole discretion Seller shall
cooperate in making the Premises available for such inspection(s).
Buyer agrees to indemnify and hold Seller harmless from any injury to
persons or damage to the Premises caused by such inspection(s). If
Buyer is not, in Buyer's sole discretion, satisfied with the
information disclosed by such inspection(s), Buyer may terminate this
contract by delivering written notice of such termination to Seller,
along with a written copy of such inspection report(s), within the
time period specified above. Failure of Buyer to so deliver written
notice and copy of the inspection report(s) within such time period
shall constitute a waiver of Buyer's right to terminate pursuant to
this provision.
4. POSSESSION: Exclusive possession of the Premises shall be given upon
closing.
5. TAKING, DAMAGE OR DESTRUCTION OF PROPERTY: Risk of physical loss to
the Premises
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shall be borne by Seller until closing, provided that if the Premises
shall be substantially taken by eminent domain, damaged or destroyed
before this transaction is closed, Buyer may a) proceed with the
transaction and be entitled to all insurance money or condemnation
proceeds, if any, payable to Seller under all policies covering the
Premises, 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, in which event the deposit shall be returned to Buyer.
Failure by Buyer to so notify Seller shall constitute an election to
proceed with the transaction.
6. CONDITION OF PREMISES: Seller agrees that upon delivery of deed, the
Premises constituting part of the real estate shall be in the same
condition as they are on the date of this offer, reasonable wear and
tear excepted.
7. EVIDENCE OF TITLE: Seller shall furnish and Buyer shall pay for any
owner's title insurance commitment and policy [ALTA Form (1970 REV.
10-17-70 & REV. 10-17-84) covering the Premises in the amount of the
Purchase Price. The title commitment shall be certified to within
thirty (30) days prior to closing with endorsement 8:00 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) zoning ordinances; b) the legal highways of
Perimeter Road and Metatec Boulevard; c) covenants, restrictions,
conditions and easements of record that do not unreasonably interfere
with Buyer's intended use of the Premises, which is the construction
and operation of a compact disc manufacturing and distribution
facility and related functions; and d) real estate taxes not yet due
and payable. Buyer also shall pay any additional costs incurred in
connection with mortgagee title insurance issued for the protection of
Buyer's lender. If title to all or part of the real estate is
unmarketable, as determined by Ohio law with reference to the Ohio
State Bar Association's Standard 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 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 to Buyer's satisfaction within the thirty (30) day
period, the Buyer may terminate this contract. At closing, Seller
shall sign an affidavit with respect to off-record title matters in
accordance with the community custom and cause the title insurance
company issuing the owner's title insurance policy described above to
commit to remove all standard, pre-printed exceptions from the policy.
Within twenty-one (21) days after the date of this contract, Buyer
shall obtain, at Buyer's cost, and deliver to Seller a survey plat and
legal description of the Premises prepared by a surveyor registered in
the State of Ohio, certified by such surveyor in accordance with the
"Minimum Standard Requirements for Land Title Surveys" adopted in 1992
by the American Land Title Association, depicting and labeling by
volume and page number all easements shown in the title commitment
described above, and stating the gross acres within the Premises and
the acres (or fractions thereof) of the Premises located within the
rights of way of Perimeter Road and Metatec Boulevard. Such survey
plat shall be used to determine the "usable acres" of the Premises
under Section 2, above.
8. CONVEYANCE AND CLOSING: At closing, Seller shall convey marketable
title (as described in paragraph 7) to the Premises by delivery of a
duly executed and recordable general warranty deed, subject only to
the matters described in Section 7(a) through (d), above. All
subdivision and other approvals required from any governmental
authority to permit the deed to be recorded shall be obtained by
Seller and stamped on the deed prior to closing. In addition to the
deed, Seller shall execute and deliver to Buyer at closing the
affidavit and other documents required
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under Section 7, evidence of Seller's authority to convey the
Premises pursuant to this agreement, a closing statement and a
"non-foreign" affidavit. The date of closing shall be within fifteen
(15) days after satisfaction or waiver of all contingencies set forth
in Section 3, above, but in not event later than January 31, 1996.
9. TAXES AND ASSESSMENTS: At closing, Seller shall pay or credit on the
Purchase Price all delinquent taxes, including penalty and interest,
all assessments that are a lien on the date of contract and all
agricultural use tax recoupments for years prior to the year of
closing. At closing, Seller also shall pay or credit on the Purchase
Price all other unpaid real estate taxes that are a lien for years
prior to closing and a portion of such taxes and agricultural use tax
recoupments for year of closing, prorated through date of closing and
based on a 365-day year and, if undetermined, on most recently
available tax rate and valuation, giving effect to applicable
exemptions, recently voted millage, change in valuation, etc., whether
or not certified.
With regard to future assessments, Seller warrants that, as of the
date of the acceptance hereof, no improvements or services to the site
or area have been installed or furnished that would result in the
costs being assessed against the Premises, and no written notification
has been received by Seller from public authority of future
improvements that would result in costs being assessed against the
Premises.
Real estate taxes and assessments are subject to retroactive change by
governmental authority. The real estate taxes for the Premises for
the current tax year may change as a result of the transfer or as a
result of a change in the tax rate.
10. BUYER'S EXAMINATION: BUYER IS RELYING SOLELY UPON ITS OWN EXAMINATION
OF THE PREMISES AND INSPECTIONS HEREIN PROVIDED FOR, IF ANY, FOR ITS
PHYSICAL CONDITION, CHARACTER, AND SUITABILITY FOR BUYER'S INTENDED
USE AND IS NOT RELYING UPON ANY REPRESENTATIONS BY THE BROKER(S),
EXCEPT FOR THOSE MADE BY BROKER(S) DIRECTLY TO THE BUYER IN WRITING.
11. INDEMNITY: Seller agrees to defend, indemnify and hold harmless
Broker(s), and their agents and employees for any cost or liability
that may be incurred by or imposed on Broker(s) for any breach by
Seller of any representation or warranty or for any misrepresentation
or concealment of fact by Seller in connection with the Premises.
12. DEPOSIT: Buyer has deposited with Broker the sum receipted for below,
which shall be returned to Buyer, upon Buyer's request, if no contract
shall have been entered into. Upon acceptance of this contract by
both parties, Broker shall deposit such amount in its
non-interest-bearing trust account to be disbursed, subject to
collection by Broker's depository, as follows: a) deposit shall be
applied on the Purchase Price or returned to Buyer when transaction is
closed; b) if Seller fails or refuses to perform, or any contingency
or condition is not satisfied or waived by Buyer, the deposit shall be
returned to Buyer; c) if Buyer fails or refuses to perform, this
deposit shall be paid to Seller, which payment, or the acceptance
thereof, shall not in any way prejudice the rights of Seller or Broker
in any action for damages or specific performance; d) in the event of
a dispute over the disposition of the deposit, Broker shall retain the
deposit until (i) Buyer and Seller have settled the dispute; (ii)
disposition has been ordered by a final court order; or (iii) Broker
deposits said amount with a court pursuant to applicable court
procedures.
13. ASSIGNMENT OF CONTRACT: Buyer may freely assign this contract at or
prior to closing by giving written notice to Seller of such
assignment. In the event of such assignment, Buyer shall not be
relieved of its obligations hereunder.
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14. 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(s) and Seller(s) and copies
provided to them. This contract shall be binding upon the parties,
their heirs, administrators, executors, successors and assigns. Time
is of the essence of all provisions of this contract. All provisions
of this contract shall survive the closing. Paragraph captions are
for identification only and are not a part of this contract.
15. BROKER'S FEE: At closing, Buyer shall pay a brokerage fee to Ruscilli
Real Estate Services, Inc. Equal to seven percent (7%) of the
Purchase Price. Seller and Buyer each warrant to the other that it
has not dealt with any other broker or agent in connection with this
transaction.
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16. EXPIRATION AND ACCEPTANCE: This offer shall remain open for acceptance
until 5:00 p.m. Columbus, Ohio time on January 5, 1996, and a signed
copy shall be returned to Buyer upon acceptance.
This contract is executed and effective as of January 5, 1996.
OLDE POSTE PROPERTIES, an Ohio General Partnership
By:/s/ L. Xxxx Xxxxxxxx January 5, 1996
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L. Xxxx Xxxxxxxx, Managing General Partner Date
0000 Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxx (000) 000-0000
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Address Phone
METATEC CORPORATION
By:/s/ Xxxxxxx X. Xxxxxxx January 5, 1996
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Xxxxxxx X. Xxxxxxx Date
Its: Vice-President-Finance
0000 Xxxxxxx Xxxxxxxxx, Xxxxxx, Xxxx 00000 (614) 761-2000
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Address Phone
NOTE: AGENCY DISCLOSURE STATEMENT: Buyer and Seller acknowledge having
reviewed and signed the attached Agency Disclosure Statement as
required by Ohio law. PARTIES TO THIS CONTRACT MUST BE PROVIDED WITH
A COPY.
Broker acknowledges receipt of the sum of $0.00 by cash/check, which shall be
held, deposited and disbursed pursuant to paragraph 12, above.
By:________________________________________________
Xxxxxxx X. Xxxxxx
Xxxxxxxx Real Estate Services, Inc.
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