PURCHASE AGREEMENT
This Purchase Agreement (the "Agreement") entered into
and effective as of the 16th day of April, 2003, by and
between NMA Fort Xxxxx, LLC (the "Seller") and AEI Fund
Management, Inc., a Minnesota corporation, or its assigns
(the "Buyer").
1. PROPERTY. Seller holds an undivided 100% interest in
the fee title to that certain real property legally
described in the attached Exhibit "A" (the "Parcel").
Seller wishes to sell and Buyer wishes to purchase the
Parcel and all improvements thereon (the "Improvements")
(the Parcel and the Improvements collectively, the
"Property").
2. LEASE. The Property is being sold subject to an
existing Lease of the Property by and between Seller, as
lessor, and Biaggis Ristorante Italiano, LLC, as lessee (the
"Lessee"), dated February 27, 2001 (the "Lease").
3. CLOSING DATE. The closing date on the Buyer's purchase
of the Property shall be the later of 30 days following the
mutual execution of this Purchase Agreement or the
expiration of the Due Diligence and Contingency Period as
defined in paragraph 8 below (the "Closing Date").
4. PURCHASE PRICE. The purchase price for the Property is
$2,711,111.00 (the "Purchase Price"). If all conditions
precedent to Buyer's obligations to purchase have been
satisfied, Buyer shall deposit the Purchase Price with a
title company acceptable to Buyer as described in Article 6
hereof (the "Closing Agent") on or before the Closing Date.
Within five (5) business days of full execution of this
Agreement, Buyer will deposit $25,000.00 (the "Xxxxxxx
Money") in an escrow account with the Closing Agent. The
Xxxxxxx Money will be credited against the Purchase Price
paid by Buyer at closing when and if the transaction
contemplated herein closes and the sale is completed.
The balance of the Purchase Price is to be deposited by
Buyer into an escrow account with the Closing Agent on or
before the Closing Date.
5. ESCROW. Escrow shall be opened by Seller with the
Closing Agent upon execution of this Agreement. A fully
executed copy of this Agreement will be delivered to the
Closing Agent by Seller and will serve as escrow
instructions together with any additional instructions
required by Seller and/or Buyer or their respective
counsels. Seller and Buyer agree to cooperate with the
Closing Agent and sign any additional instructions
reasonably required by the Closing Agent to close escrow.
If there is any conflict between any other instructions and
this Agreement, this Agreement shall control.
6. TITLE. Seller shall deliver to Buyer a commitment for
an ALTA Owner's Policy of Title Insurance (ALTA owner-most
recent edition) issued by a nationally recognized title
insurance company acceptable to Buyer (the "Title Company"),
insuring marketable title in the Property, subject only to
such matters as Buyer may approve and containing the
following endorsements: extended coverage (including over
matters of survey and mechanic's lien coverage), zoning, and
owner's comprehensive coverage (the "Title Commitment").
The Title Commitment shall show Seller as the present fee
owner of the Property and show Buyer as the fee owner to be
insured. The Title Commitment shall also include an
itemization of all outstanding and pending special
assessments and an itemization of taxes affecting the
Property and the tax year to which they relate, shall state
whether taxes are current and if not, show the amounts
unpaid, the tax parcel identification numbers and whether
the tax parcel includes property other than the Property to
be purchased. All easements, restrictions, documents and
other items affecting title shall be listed in Schedule "B"
of the Title Commitment. Copies of all instruments creating
such exceptions must be attached to the Title Commitment.
Buyer shall be allowed Six (6) business days after
receipt of the Title Commitment and copies of all underlying
documents or until the end of the Due Diligence and
Contingency Period, whichever is later, for examination and
the making of any objections thereto, said objections to be
made in writing or deemed waived. If any objections are so
made, the Seller shall be allowed thirty (30) days to cure
such objections. If Seller shall decide to make no efforts
to cure Buyer's objections within said thirty (30) day
period, this Agreement shall be null and void and of no
further force and effect and the Xxxxxxx Money shall be
returned in full to Buyer immediately and neither party
shall have any further duties or obligations to the other
hereunder.
The Buyer shall also have Six (6) business days to
review and approve any easement, lien, hypothecation or
other encumbrance placed of record affecting the Property
after the date of the Title Commitment. If necessary, the
Closing Date shall be extended by the number of days
necessary for the Buyer to have Six (6) business days to
review any such items. Such Six (6) business day review
period shall commence on the date the Buyer is provided with
a legible copy of the instrument creating such exception to
title. The Seller agrees to inform the Buyer of any item
executed by the Seller placed of record affecting the
Property after the date of the Title Commitment. If any
objections are so made, the Seller shall be allowed thirty
(30) days to cure such objections. If Seller shall decide
to make no efforts to cure Buyer's objections within said
thirty (30) day period, this Agreement shall be null and
void and of no further force and effect and the Xxxxxxx
Money shall be returned in full to Buyer immediately and
neither party shall have any further duties or obligations
to the other hereunder.
7. SITE INSPECTION. As a condition precedent to Buyer's
obligations hereunder, the Property shall be inspected and
approved by Buyer prior to the end of the Due Diligence and
Contingency Period.
8. DUE DILIGENCE AND CONTINGENCY PERIOD.
8.01 DUE DILIGENCE DOCUMENTS AND CONTINGENCY PERIOD. Buyer
shall have the later of 30 days following the mutual
execution of this Purchase Agreement or Six (6) business
days after the delivery of the last of the items below to be
supplied by Seller to conduct all of its inspections, due
diligence and review to satisfy itself regarding each item
to be supplied by Seller at Seller's expense:
(a) The Title Commitment as set forth in paragraph 6;
(b) Such survey of the Property as may be in Seller's
immediate possession.
(c) Seller represents that Buyer has received true and
correct copies of the Lease and all amendments and
assignments thereto;
(d) Phase I environmental assessment report prepared
by Pioneer Engineering and Environmental Services, Inc.
containing evidence that the Property complies with all
federal, state and local environmental regulations;
(e) Seller represents that Buyer has received true and
correct copies of certificates of insurance provided by
the Lessee as required by the Lease;
(f) MAI appraisal, stating the value of the Property
with the completed Improvements thereon;
(g) As-built survey as described on Exhibit "B"
attached hereto;
(h) Any documents or written summary of facts known to
Seller that materially change or render incomplete,
invalid, or inaccurate any of the Due Diligence
Documents; and
(i) Seller to provide statement to Buyer signed by the
Seller's chief financial officer that Seller is not
insolvent.
After receipt and review of the Due Diligence Documents
or after Buyer's inspection of the Property, Buyer may
cancel this Agreement for any reason in its sole discretion
by delivering a cancellation notice, return receipt
requested, to Seller and Closing Agent prior to the end of
the Contingency Period and the Xxxxxxx Money shall be
returned in full to Buyer immediately and neither party
shall have any further duties or obligations to the other
hereunder. Such notice shall be deemed effective upon
receipt by Seller.
8.02 FORM OF CLOSING DOCUMENTS. Prior to the end of the
Contingency Period, Seller and Buyer shall agree on the form
of the following documents to be delivered to Buyer on the
Closing Date by Seller as set forth in Article 14 hereof:
(a) General warranty deed;
(b) Seller's Affidavit;
(c) FIRPTA Affidavit;
(d) Assignment of the Lease;
(e) Assignment of warranties from the party or parties
constructing the Improvements on the Property;
(f) Estoppel from Lessee; and
(g) Hazardous Substances Indemnification Agreement
consistent with Seller's representations set forth
in paragraph 12(h) hereof.
In the event that Seller and Buyer do not reach mutual
agreement on the form of the above described documents prior
to the end of the Contingency Period, this Agreement may be
terminated by either Seller or Buyer and the Xxxxxxx Money
shall be returned in full to the Buyer immediately and
neither party shall have any further duties or obligations
to the other hereunder.
It shall be a condition precedent to Buyer's
obligations to close hereunder that there have been no
material changes in any of the information reflected in the
Due Diligence Documents after the date of such document and
prior to closing.
Until this Agreement is terminated or the Closing has
occurred, the Seller shall deliver to the Buyer any
documentation that comes in the Seller's possession that
modifies any of the Due Diligence Documents, including the
Lease and the Guaranty, or could render any of the Due
Diligence Documents materially inaccurate, incomplete or
invalid. The Buyer shall, in any event, have five (5)
business days before the Closing Date to review any such
document and, if necessary, the Closing Date shall be
extended by the number of days necessary for the Buyer to
have five (5) business days to review any such document or
documents.
9. CLOSING COSTS. Seller shall pay all costs of closing,
including, but not limited to, the owner's title insurance
policy, recording fees, escrow fees, the costs of the
updating and certifying all Due Diligence Documents unless
otherwise designated herein to be paid by Buyer. Each party
will pay its own attorneys' fees to close this transaction.
10. REAL ESTATE TAXES AND ASSESSMENTS. Seller represents
to Buyer that to the best of its knowledge, all real estate
taxes and installments of special assessments due and
payable on or before the Closing Date have been or will be
paid in full as of the Closing Date. It is understood
between Seller and Buyer that all unpaid levied and pending
special assessments are paid by the Lessee and shall be the
responsibility of the Lessee under the Lease after the
Closing Date.
In the event Lessee does not pay any special
assessments or real estate taxes that are the responsibility
of the Lessee under the Lease, Seller and Buyer agreed to
each pay its prorata share of said assessments or taxes as
of the Closing Date. This provision shall survive closing.
11. Prorations. The Buyer and the Seller, as of the Closing
Date, shall prorate: (i) all rent due under the Lease, if
any, (ii) ad valorem taxes, personal property taxes, charges
or assignments affecting the Property (on a calendar year
basis), (iii) utility charges, including charges for water,
gas, electricity, and sewer, if any, (iv) other expenses
relating to the Property which have accrued but not paid as
of the Closing Date, based upon the most current
ascertainable tax xxxx and other relevant billing
information, including any charges arising under any of the
encumbrances to the Property. To the extent that
information for any such proration is not available on the
Closing Date or if the actual amount of such taxes, charges
or expenses differs from the amount used in the prorations
at closing, then the parties shall make any adjustments
necessary so that the prorations at closing are adjusted
based upon the actual amount of such taxes, charges or
expenses. The parties agree to make such reprorations as
soon as possible after the actual amount of real estate
taxes, charges or expenses prorated at closing becomes
available. This provision shall survive closing.
12. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller
represents and warrants as of this date and to the best of
Seller's knowledge after due inquiry that:
(a) Except for this Agreement and the Lease between
Seller and Biaggi's Ristorante Italino, LLC, it is
not aware of any other unrecorded agreements or
leases entered into by Seller with respect to the
Property that shall survive closing and be binding
upon Buyer.
(b) Seller has all requisite power and authority to
consummate the transaction contemplated by this
Agreement and has by proper proceedings duly
authorized the execution and delivery of this
Agreement and the consummation of the transaction
contemplated hereunder.
(c) It does not have any actions or proceedings
pending, which would materially affect the
Property, except matters fully covered by
insurance;
(d) The consummation of the transactions contemplated
hereunder, and the performance of this Agreement
and the delivery of the warranty deed to Buyer,
will not result in any breach of, or constitute a
default under, any instrument to which Seller is a
party or by which Seller may be bound or affected;
(e) All of Seller's covenants, agreements, and
representations made herein, and in any and all
documents which may be delivered pursuant hereto,
shall survive the delivery to AEI of the warranty
deed and other documents furnished in accordance
with this Agreement and shall be deemed to be true
and correct as of the Closing Date, and the
provision hereof shall continue to inure to
Buyer's benefit and its successors and assigns for
a period of one year from the closing;
(f) To the best of Seller's knowledge, the Property is
in good condition, substantially undamaged by fire
and other hazards, and has not been made the
subject of any condemnation proceeding;
(g) To the best of Seller's knowledge without inquiry
of local authorities, the use and operation of the
Property now is in full compliance with applicable
local, state and federal laws, ordinances,
regulations and requirements;
(h) Seller has not caused or permitted any, and to the
best of Seller's knowledge after due inquiry, the
Property is not in violation of any federal, state
or local law, ordinance or regulations relating to
industrial hygiene or to the environmental
conditions, on, under or about the Property,
including, but not limited to, soil and
groundwater conditions. There is no proceeding or
inquiry by any governmental authority with respect
to the presence of hazardous materials on the
Property or the migration of hazardous materials
from or to other property;
13. BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer
represents and warrants to Seller that:
(a) Buyer has all requisite power and authority to
consummate the transaction contemplated by this
Agreement and has by proper proceedings duly
authorized the execution and delivery of this
Agreement and the consummation of the transaction
contemplated hereunder;
(b) To Buyer's knowledge, neither the execution and
delivery of this Agreement nor the consummation of
the transaction contemplated hereunder will
violate or be in conflict with any agreement or
instrument to which Buyer is a party or by which
Buyer is bound;
(c) These Buyer's representations and warranties
deemed to be true and correct as of the Closing
Date and shall survive the closing.
14. CLOSING.
(a) Three (3) days prior to the Closing Date, with
simultaneous copy to Buyer, Seller will deposit into escrow
with the Closing Agent the following documents on or before
the Closing Date:
(1) A general warranty deed conveying insurable title
to the Property to Buyer, in form and substance as
agreed to between Seller and Buyer during the
First Contingency Period;
(2) Estoppel letter from Lessee, in form and substance
as agreed to between Seller and Buyer during the
First Contingency Period;
(2) Affidavit of Seller, in form and substance as
agreed to between Seller and Buyer during the
First Contingency Period;
(3) FIRPTA Affidavit, in form and substance as agreed
to between Seller and Buyer during the First
Contingency Period;
(4) Assignment of Lease, in form and substance as
agreed to between Seller and Buyer during the
First Contingency Period;
(5) Assignments of all warranties (and the written
consents of the assignments thereof by the party
giving the warranty) from the party or parties
constructing the Improvements on the Property.
(6) A down-dated title commitment for an owner's title
insurance policy, reflecting only permitted
exceptions approved by Buyer during the First
Contingency Period and including all endorsements
required by Buyer, with all Schedule C
requirements removed;
(7) Copies in Seller's possession, if any, of any and
all certificates, permits, licenses and other
authorizations of any governmental body or
authority which are necessary to permit the use
and occupancy of the Improvements; and
(8) Hazardous Substances Indemnity Agreement executed
by Seller.
(b) On or before the Closing Date, Buyer will deposit the
Purchase Price with the Closing Agent;
(c) Both parties will sign and deliver to the Closing Agent
any other documents reasonably required by the Closing Agent
and/or the Title Company.
15. TERMINATION. This Agreement may be terminated prior to
closing at Buyer's option (and the Xxxxxxx Money returned to
Buyer in full immediately) in the event of any of the
following occurrences:
(a) Seller fails to comply with any of the terms
hereof;
(b) Any representation made or contained in any
submission from Seller, Lessee, or in the Due
Diligence Documents, proves to be untrue,
substantially false or misleading at any time
prior to the Closing Date;
(c) There has been a material adverse change in the
financial condition of Lessee or there shall be a
material action, suit or proceeding pending or
threatened against Seller which affects Seller's
ability to perform under this Agreement or against
Lessee which affects its ability to perform under
the Lease;
(d) Any bankruptcy, reorganization, insolvency,
withdrawal, or similar proceeding is instituted by
or against Seller or Lessee;
(e) Seller or Lessee shall be dissolved, liquidated or
wound up;
(f) Lessee is not in possession of the Property and/or
is not paying rent under the Lease by the Closing
Date;
(g) Notice given by Buyer pursuant to any right of
termination herein.
16. DAMAGES, DESTRUCTION AND EMINENT DOMAIN. If, prior to
the Closing Date, the Property, or any part thereof, should
be destroyed or further damaged by fire, the elements, or
any cause, due to events occurring subsequent to the date of
this Agreement, this Agreement shall become null and void,
at Buyer's option, exercised by written notice to Seller
within ten (10) business days after Buyer has received
written notice from Seller of said destruction or damage.
Seller, however, shall have the right to adjust or settle
any insured loss until (a) all contingencies set forth in
Article 8 hereof have been satisfied, or waived; and (b) any
period provided for above in Article 8 hereof for Buyer to
elect to terminate this Agreement has expired or Buyer has,
by written notice to Seller, waived Buyer's right to
terminate this Agreement. If Buyer elects to proceed and to
consummate the purchase despite said damage or destruction,
there shall be no reduction in or abatement of the Purchase
Price, and Seller shall assign to Buyer the Seller's right,
title and interest in and to all insurance proceeds
resulting form said damage or destruction to the extent that
the same are payable with respect to damage to the Property,
subject to rights of the Lessee.
If prior to closing, the Property, or any part thereof,
is taken by eminent domain, which taking delays commencement
of the Lease or delays payment of rent by the Lessee or
renders the Lease invalid this Agreement shall become null
and void, at Buyer's option. If Buyer elects to proceed and
to consummate the purchase despite said taking, there shall
be no reduction in, or abatement of, the Purchase Price and
Seller shall assign to Buyer all the Seller's right, title
and interest in and to any award made, or to be made, in the
condemnation proceeding, subject to the rights of the
Lessee.
In the event that this Agreement is terminated by Buyer
as provided above, the Xxxxxxx Money shall be returned to
Buyer immediately after execution by Buyer of such documents
reasonably requested by Seller to evidence the termination
hereof.
17. NOTICES. All notices from either of the parties hereto
to the other shall be in writing and shall be considered to
have been duly given or served if sent by first class
certified mail, return receipt requested, postage prepaid,
or by a nationally recognized courier service guaranteeing
overnight delivery to the party at his or its address set
forth below, or to such other address as such party may
hereafter designate by written notice to the other party.
If to Seller:
Xxxx Xxxx
Xxxx Xxxxxx
Next Realty
Xxx Xxxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
If to Buyer:
AEI Fund Management, Inc.
1300 Minnesota World Trade Center
00 X. 0xx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Phone No.: (000) 000-0000
Notice shall be deemed received 48 hours after proper
deposit in U.S. Mail, or 24 hours after proper deposit with
a nationally recognized overnight courier.
18. MISCELLANEOUS.
a. This Agreement may be amended only by written agreement
signed by both Seller and Buyer, and all waivers must be in
writing and signed by the waiving party. Time is of the
essence. This Agreement will not be construed for or
against a party whether or not that party has drafted this
Agreement. If there is any action or proceeding between the
parties relating to this Agreement, the prevailing party
will be entitled to recover attorney's fees and costs. This
is an integrated agreement containing all agreements of the
parties about the Property and the other matters described,
and it supersedes any other agreement or understandings.
Exhibits attached to this Agreement are incorporated into
this Agreement.
b. If the transaction contemplated hereunder does not
close by the Closing Date, through no fault of Buyer, Buyer
may either, at it election, extend the Closing Date,
exercise any remedy available to it by law, or terminate
this Agreement and receive its Xxxxxxx Money back in full
immediately.
c. This Agreement shall be assignable by Buyer, at its
option, in whole or in part, in such manner as Buyer may
determine, to an affiliate of affiliates of Buyer.
d. The Buyer and Seller each warrant to the other that
except for the Commision payable to Next Realty, LLC, which
will be paid fully by Seller, no other commissions are
payable to any party.
Buyer is submitting this offer by signing a copy of
this Agreement and delivering it to Seller. Seller has until
April 18, 2003 within which time to accept this offer by
signing and returning this Agreement to Buyer. When executed
by both parties, this Agreement will be a binding agreement
for valid and sufficient consideration which will bind and
benefit Seller, Buyer and their respective successors and
assigns.
IN WITNESS WHEREOF, Seller and Buyer have executed this
Agreement effective as of the day and year above first
written.
SELLER:
NMA Fort Xxxxx, LLC
By: /s/ Xxxx Xxxx
Its: Managing Member
BUYER:
AEI FUND MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, its President
EXHIBIT "A"
LEGAL DESCRIPTION
PARCEL 7
A TRACT OF LAND LYING SOUTHERLY OF THE SOUTHERLY RIGHT-OF-
WAY LINE OF ILLINOIS ROAD, LYING NORTHERLY OF THE NORTHERLY
RIGHT-OF-WAY LINE OF JEFFERSON BOULEVARD, ALSO KNOWN AS U.S.
HIGHWAY NO. 24, AND LYING EASTERLY OF THE WESTERLY LINE
OF A PARCEL OF LAND AS DESCRIBED IN DOCUMENT 91-055566,
RECORDS OF XXXXX COUNTY, INDIANA ALL LOCATED IN XXXXXXX 0,
XXXXXXXX 00 XXXXX, XXXXX 12 EAST OF THE 2ND P.M., XXXXX
COUNTY, INDIANA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT ON THE SOUTHERLY RIGHT-OF-WAY LINE OF
ILLINOIS ROAD, SAID POINT BEING 75 FEET SOUTH OF THE NORTH
LINE OF LOT NUMBER 12 IN XXXXXX'X SUBDIVISION OF LaGRO
RESERVE IN SAID SECTION AND 159.99 FEET EAST OF THE WEST LINE
OF SAID LOT NUMBER 12; THENCE ON ASSUMED BEARING OF NORTH 90
DEGREES 00 MINUTES 00 SECONDS EAST ALONG SAID SOUTHERLY
RIGHT-OF-WAY LINE A DISTANCE OF 491.28 FEET; THENCE AROUND
A CURVE IN A CLOCKWISE DIRECTION, ALONG SAID SOUTHERLY RIGHT-
OF-WAY LINE, HAVING A RADIUS OF 2789.93 FEET, AN ARC LENGTH
OF 1048.80 FEET, A DELTA ANGLE OF 21 DEGREES 32 MINUTES 20
SECONDS, A CHORD BEARING OF SOUTH 79 DEGREES 13 MINUTES 50
SECONDS EAST AND A CHORD LENGTH OF 1042.64 FEET; THENCE
SOUTH 63 DEGREES 26 MINUTES 20 SECONDS EAST ALONG SAID
SOUTHERLY RIGHT-OF-WAY LINE A DISTANCE OF 68.40 FEET; THENCE
AROUND A CURVE IN A CLOCKWISE DIRECTION, ALONG SAID
SOUTHERLY RIGHT-OF-WAY LINE, HAVING A RADIUS OF 2789.93 FEET,
AN ARC LENGTH OF 515.50 FEET, A DELTA ANGLE OF 10 DEGREES
35 MINUTES 12 SECONDS, A CHORD BEARING OF SOUTH 61 DEGREES
45 MINUTES 34 SECONDS EAST AND A CHORD LENGTH OF 514.77 FEET;
THENCE SOUTH 49 DEGREES 13 MINUTES 20 SECONDS EAST ALONG
SAID SOUTHERLY RIGHT-OF-WAY LINE A DISTANCE OF 158.80 FEET;
THENCE SOUTH 53 DEGREES 05 MINUTES 20 SECONDS EAST ALONG
SAID SOUTHERLY RIGHT-OF-WAY LINE A DISTANCE OF 387.00
FEET; THENCE SOUTH 02 DEGREES 45 MINUTES 20 SECONDS EAST
ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE A DISTANCE OF 21.88
FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 02 DEGREES
45 MINUTES 20 SECONDS EAST, ALONG THE NORTHERLY RIGHT-OF-WAY
LINE OF WEST JEFFERSON BOULEVARD, A DISTANCE OF 24.12 FEET;
THENCE SOUTH 47 DEGREES 43 MINUTES 40 SECONDS WEST, ALONG
SAID NORTHERLY RIGHT-OF-WAY LINE, A DISTANCE OF 343.30
FEET; THENCE NORTH 34 DEGREES 26 MINUTES18 SECONDS WEST, A
DISTANCE OF 221.26 FEET; THENCE NORTH 02 DEGREES 45
MINUTES 20 SECONDS WEST, A DISTANCE OF 54.28 FEET; THENCE
NORTH 87 DEGREES 14 MINUTES 40 SECONDS EAST A DISTANCE
OF 381.04 FEET TO THE TRUE POINT OF BEGINNING.
SAID TRACT CONTAINS A CALCULATED AREA OF 52,559.93 SQUARE
FEET OR 1.21 ACRES MORE OR LESS.
EXHIBIT :"B"
SURVEY REQUIREMENTS
1. The plat or map of such survey must bear the name,
address and signature of the licensed land surveyor who
made the survey, that surveyor's official seal and
license number (if any, or both), and the date of the
survey, with the following certification:
I, _________________________, a registered land
surveyor, in and for the State of ___________ do hereby
certify to AEI Fund Management, Inc., a Minnesota
corporation, or its assigns (PLEASE CONTACT AEI'S
CLOSING SPECIALIST AT 1-800-328-3519 FOR INFORMATION),
and ____________________ (insert name of title
company), that this is a true and correct plat of a
survey of
(Insert Legal Description)
which correctly shows the location of all buildings,
structures and improvements on said described Parcel;
that there are no visible encroachments onto adjoining
properties, streets, alleys, easements or setback lines
by any of said buildings, structures or improvements;
that there are no recorded or visible right of ways or
easements on said described Parcel, except as shown on
said survey; that there are no party walls or visible
encroachments on said described Parcel by buildings,
structures or other improvements situated on adjoining
property, except as shown on said plat or survey; and
that the described Parcel has direct access to a
publicly dedicated right-of-way at the location shown
on said plat or survey.
By: _________________________
Dated: _______________________
2. If the street address of the Parcel is available, it
should be noted on the survey.
3. The survey boundary should be drawn to a convenient
scale, with that scale clearly indicated. If feasible,
a graphic scale should be indicated. When practical,
the plat or map of survey should be oriented so that
North is at the top of the drawing. Supplementary or
exaggerated scale diagrams should be presented
accurately on the plat or map and drawn to scale. No
plat or map drawing less than the minimum size of 8-
1/2" by 11" will be acceptable.
4. The plat or map of survey should meet with the minimum
Standard Detail Requirements for Land Title Surveys as
adopted by the American Title Association and American
Congress on Surveying and Mapping.
5. The character and location of all buildings upon the
Parcel must be shown and their location given with
reference to boundaries. Proper street numbers should
be shown where available. Physical evidence of
easements and/or servitudes of all kinds, including but
not limited to those created by roads, rights of way,
water courses, drains, telephone, telegraph or electric
lines, water, sewer, oil or gas pipelines, etc., on or
across the surveyed Parcel and on adjoining properties
if they appear to affect the enjoyment of the surveyed
Parcel should be located and noted. If the surveyor
has knowledge of any such easements and/or servitudes,
not physically evidenced at the time the present survey
is made, such physical non-evidence should be noted.
All recorded easements, rights of way and other record
matters affecting the Parcel should be located and
identified by recording date. Surface indications, if
any, of underground easements and/or servitudes should
also be shown. If there are no buildings erected on
the Parcel being surveyed, the plat or map of survey
should bear the statement "No Buildings". Curb cuts
and adjoining streets should be shown.
6. Joint or common driveways and alleys must be indicated.
Independent driveways along the boundary must be shown
together with the width thereof. Encroaching
driveways, strips, ribbons, aprons, etc., should be
noted. Rights of access to public highways should be
shown. The right-of-way line of any public street must
be shown in relationship to the Parcel surveyed and the
street must be labeled "Publicly Dedicated" or "Private
Thoroughfare" as the case may be.
7. As a minimum requirement, at least three (3) sets of
prints of the plat or map of survey should be furnished
to AEI and one (1) set to the title company.
8. The survey should certify as to the total square
footage of the area surveyed and as to the square
footage at the exterior walls of any improvements on
the Parcel. The survey should note the absence of, or
indicate the existence of, any building restriction or
setback lines. Paved areas should be shown and the
survey should designate the area for parking and its
dimensions. If completed, the survey should indicate
the actual number of parking spaces and, if possible,
the actual parking spaces should be outlined on the
survey.
EXHIBIT "C"
FINANCIAL DOCUMENTATION REQUIREMENTS
Prior to closing, the following must be received
and approved by AEI, along with those items
specified more fully in the Purchase Agreement:
I. Lessee's prior two (2) fiscal years' Annual
financial reports.
