COMMERCIAL - INDUSTRIAL - INVESTMENT
REAL ESTATE PURCHASE CONTRACT
This is a legally binding Contract. It has been
prepared by the Utah Association of REALTORS for the use of its members only,
in their transactions with clients or customers.
Parties to this contract may agree, in writing, to alter or
delete provisions of this contract.
Seek advice from your attorney or tax advisor
before entering into a binding contract.
XXXXXXX MONEY RECEIPT
The Buyer Durband Properties, LC offers to purchase the Property described below
and delivers as Xxxxxxx Money Deposit $ 15,000 in the form of a Check to:
[x] the Brokerage, to be deposited within three business days after Acceptance
of this Offer to Purchase by all parties.
[ ] the Title/Escrow Company identified below.
Brokerage or Title/Escrow Company Xxxxxx Xxxxxxx Associates Address 00 Xxxx 000
Xxxxx, Xxxx Xxxx Xxxx, XX 00000 Received by Xxxxx X. XxXxx On 1/28/97 (date)
Phone Number 801/000-0000 (If Title/Escrow Company) for deposit no later than
(date)__________
[ ]_______________________________________________________________
OFFER TO PURCHASE
1. PROPERTY: Canton Office Building Address 202 West 000 Xxxxx Xxxx Xxxx Xxxx
Xxxxxx Xxxx Xxxx Xxxxx Xxxx
For legal description, see: [ ] attached addendum #____________ [ x ]
preliminary title report when available as provided below.
1.1 INCLUDED ITEMS. Unless excluded herein, this sale shall include all
fixtures presently attached to the Property. The following personal property
shall also be included in this sale and conveyed under separate Xxxx of Sale
with warranties as to title: NONE
1.2 EXCLUDED ITEMS. These items are excluded from this sale: NONE
2. PURCHASE PRICE AND FINANCING. Buyer agrees to pay for the Property as
follows:
$ 15,000 Xxxxxxx Money Deposit
$ Loan Proceeds:
[ ] Representing the liability to be assumed by Buyer under an
existing assumable loan ( [ ] with [ ] without Seller being
released of liability) in this approximate amount with [ ] Buyer
[ ] Seller agreeing to pay any loan transfer and assumption fees.
Any net differences between the approximate balance of the loan
shown above and the actual balance at closing shall be then
adjusted in [ ] cash [ ] other _______________.
[ ] From now institutional financing on terms no less favorable to
the Buyer than the following: (interest rate for first period
prior to adjustment, if any); (amortization period); (term). Other
than these, the loan terms shall be the best obtainable under the
loan for which the Buyer applies below.
[ ] From seller-held financing, as described in the attached
Seller Financing Addendum.
$ Other:
$ 970,000 Balance of purchase price in cash at Closing
--------
$ 985,000 TOTAL PURCHASE PRICE
---------
3. Closing. This transaction shall be Closed on or before 4/30/97 . Closing
shall occur when: (a) Buyer and Seller have signed and delivered to each other
(or to the escrow/title company), all documents required by this Contract, by
the Lender, by written escrow instructions signed by the Buyer and the Seller,
and by applicable law; (b) the monies required to be paid under thee documents
have been delivered to the escrow/title company in the form of collected or
cleared funds; and (c ) the deed which the Seller has agreed to deliver under
Section 6 has been recorded, Seller and Buyer shall each pay one-half of the
escrow Closing fee, unless otherwise agreed by the parties in writing. Taxes and
assessments for the current year, rents, and interest on assumed obligations
shall be prorated as set forth in this Section. All deposits on tenancies shall
be transferred to Buyer at Closing. Prorations set forth in this Section shall
be made as of [ x ] date of Closing; [ ] date of possession; [ ] other_______ .
4. POSSESSION. Seller shall deliver possession to Buyer within One hours after
at Closing.
5. CONFIRMATION OF AGENCY DISCLOSURE. At the signing of this Contract the
listing agent Xxxxx X. XxXxx represents [ ] Seller [ x ] Buyer, and the selling
agent Xxxxxxxx Xxxxxxx represents [ x] Seller [ ] Buyer. Buyer and Seller
confirm that prior to signing this Contract written disclosure of the agency
relationship was provided to him/her. ( ) Buyer's initials ( ) Seller's
initials.
6. TITLE TO PROPERTY AND TITLE INSURANCE. (a) Seller has, or shall have at
Closing, fee title to the Property and agrees to convey such title to Buyer by [
x ] general [ ] special warranty deed, free of financial incumbrance as
warranted under Section 10.6; (b) Seller agrees to pay for, and furnish Buyer at
Closing with, a current standard form owner's policy of title insurance in the
amount of the TOTAL PURCHASE PRICE; (c ) the title policy shall conform with
Seller's obligations under subsections (a) and (b). Unless otherwise agreed
under section 8.4, the commitment shall conform with the title insurance
commitment provided under Section 7.1 [ x ] The Buyer elects to obtain a full
coverage extended ALTA policy of title insurance under 5(b). The costs of this
coverage above that of a standard owner's policy shall be paid for by the [ ]
Buyer [ x ] Seller. Also the cost of a full coverage ALTA survey shall be paid
for by the [ x ]Buyer [ ]Seller.
7. SPECIFIC UNDERTAKINGS OF SELLER AND BUYER.
7.1 SELLER DISCLOSURES. The Seller will deliver to the buyer the following
Seller Disclosures no later than the number of calendar days indicated below
which shall be after Acceptance:
(days)
[x] (a ) a Seller Property condition disclosure for the
Property, signed and dated by Seller; 15
[x] (b ) a commitment for the policy of title insurance
required under Section 6, to be issued by the title
insurance company chosen by Seller, including
copies of all documents listed as Exceptions on the
Commitment. 15
[x] (c ) a copy of all loan documents relating to any
loan now existing which will encumber the Property
after Closing; 15
[x] (d ) a copy of all leases and rental agreements now
in effect with regard to the Property together with
a current rent roll; 15
[x] (e) operating statements of the Property for its
last 2 full fiscal years of operations plus the
current fiscal year through 1996 , certified by the
Seller or by an independent auditor; 15
[x] (f) tenant estoppel agreements. 30
Seller agrees to pay any charge for cancellation of the title commitment
provided under subsection (b).
If Seller does not provide any of the Seller Disclosures within the time
periods agreed above, the buyer may either waive the particular Seller
Disclosure requirement by taking no timely action or the buyer may notify the
Seller in writing within 3 calendar days after the expiration of the particular
disclosure time period that the Seller is in Default under this Contract and
that the remedies under Section 16 are at the Buyer's disposal. The holder of
the Xxxxxxx Money Deposit shall, upon receipt of a copy of Buyer's written
notice, return to the Buyer the Xxxxxxx Money Deposit without the requirement of
further written authorization from the Seller.
7.2 BUYER UNDERTAKINGS. The Buyer agrees to:
[x] (a) Apply for approval of the assumption or funding of the loan
proceeds described in Section 2 by completing, signing and delivering to the
Lender the initial loan application and documentation required by the lender and
by paying all fees required by the lender (including appraisal fee) no later
than 30 calendar days after Acceptance; and
[ ] (b) No later than calendar ___ days after Acceptance, obtain from the lender
to whom application is made under subsection
(a) a written commitment to approve the assumption of the existing loan or to
fund the new loan subject only to changes of conditions in Buyer's credit
worthiness and to normal loan closing procedures; or, if Buyer elects, provide
the Seller with absolute assurance within the same time frame that the proceeds
required for funding the Total Purchase price are available.
These Buyer Undertakings are at the sole expense of the buyer and are material
elements of this Contract for the benefit of both the Buyer and the Seller.
If Buyer does not initiate any Buyer Undertakings and provide Seller with
written confirmation in the time agreed above, the Seller may either waive the
particular Buyer Undertakings requirement by taking no timely action or the
Seller may notify the buyer in writing within 3 calendar days of the expiration
of the particular undertaking time period that the Buyer is in Default under
this Contract and that the remedies under Section 16 are at the Seller's
disposal. The holder of the Xxxxxxx Money Deposit shall, upon receipt of a copy
of Seller's written notice, deliver to the Seller the Xxxxxxx Money Deposit
without the requirement of further written authorization from the Buyer.
7.3 ADDITIONAL DUE DILIGENCE. The Buyer shall undertake the following additional
due diligence elements at its own expense and for its own benefit for the
purpose of complying with the contingencies under Section 8:
[x] (a) Ordering and obtaining an appraisal of the Property if one is
not otherwise required under Section 7.2;
[x] (b) Ordering and obtaining a survey of the Property if one is not
otherwise required under Section 6;
[x] (c ) Ordering and obtaining any environmentally related study of
the Property;
[x] (d) Ordering and obtaining a physical inspection report regarding,
and completing a personal inspection of, the Property;
[x] (e) Requesting and obtaining verification that the Property
complies with all applicable federal, state and local laws, ordinances
and regulations with regard to zoning and permissible use of the
Property.
Seller agrees to cooperate fully with Buyer's completing these Due Diligence
matters and to make the Property available as reasonable and necessary for the
same.
8. CONTINGENCIES. This offer is subject to the Buyer's approving in it sole
discretion the Seller Disclosures, the Buyer Undertakings and Additional Due
Diligence matters in Section 7. However, the Buyer's discretion in approving the
terms of the loan under subsection 7.2(b) is subject to Buyer's covenant with
regard to minimally acceptable financing terms under Section 2.
8.1 Buyer shall have 15 calendar days after the times specified in
Section 7.1 and 7.2 for receipt of Seller Disclosures and for completion of
Buyer Undertakings to review the content of the disclosures and the outcome of
the undertakings. The latest applicable date under Section 7.1 and 7.2 applies
for completing a review of Additional Due Diligence matters under Section 7.3.
8.2 If Buyer does not deliver a written objection to Seller regarding a
Seller Disclosure, Buyer Undertaking or Due Diligence matter within the time
provided in Section 8.1, that item will be deemed approved by Buyer.
8.3 If Buyer objects, Buyer and Seller shall have 3 calendar days after
receipt of the objections to resolve Buyer's objections. Seller may, but shall
not be required to, resolve Buyer's objections. Likewise, the Buyer is under no
obligation to accept any resolution proposed by the Seller. If Buyer's
objections are not resolved within the stated time, Buyer may void this Contract
by providing written notice to Seller within the same stated time. The holder of
the Xxxxxxx Money Deposit shall, upon receipt of a copy of Buyer's written
notice, return to Buyer the Xxxxxxx Money Deposit without the requirement of any
further written authorization from Seller. If this Contract is not voided by
Buyer, Buyer's objections deemed to have been waived. However, this waiver does
not affect warranties under Section 10.
8.4 Resolution of Buyer's objections under Section 8.3 shall be in
writing and shall be come part of this Contract.
9. SPECIAL CONTINGENCIES. This offer is made subject to:(See Addendum #1)
The terms of attached Addendum # 1 are incorporated into this Contract by
this reference.
10. SELLER'S LIMITED WARRANTIES. Seller's warranties to Buyer regarding the
Property are limited to the following:
10.1 When seller delivers possession of the Property to Buyer, it will
be broom-clean and free of debris and personal belongings;
10.2 Seller will deliver possession of the Property to Buyer with the
plumbing, plumbed fixtures, heating, cooling, ventilating, electrical and
sprinkler (indoor and outdoor) systems, appliances and fireplaces in working
order;
10.3 Seller will deliver possession of the Property to Buyer with the
roof and foundation free of leaks known to Seller;
10.4 Seller will deliver possession of the Property to Buyer with any
private well or septic tank serving the Property in working order and in
compliance with governmental regulations;
10.5 Seller will be responsible for repairing any of Seller's
moving-related damage to the Property;
10.6 At Closing, Seller will bring current all financial obligations
encumbering the Property which are assumed in writing by Buyer and will
discharge all such obligations which Buyer has not so assumed;
10.7 As of Closing, Seller has no knowledge of any claim or notice of
an environmental, building or zoning code violation regarding the Property which
has not been resolved.
11. VERIFICATION OF WARRANTED AND INCLUDED ITEMS. After all contingencies have
been removed and before Closing, the buyer may conduct a "walk-through"
inspection of the Property to determine whether or not items warranted by Seller
in Section 10.1, 10.2, 10.3 and 10.4 are in the warranted condition and to
verify that items included in Section 1.1 are presently on the Property. If nay
item is not in the warranted condition, Seller will correct, repair or replace
it as necessary or, with the consent of Buyer and (if required) Lender, escrow
an amount at Closing to provide for such repair or replacement. The buyer's
failure to conduct a "walk-through" inspection or to Claim during the
"walk-through" inspection that the Property does not include all items
referenced in Section 1.1 or is not in the condition warranted in Section 10,
shall constitute a waiver of Buyer's rights under section 1.1 and of the
warranties contained in Section 10.
12. CHANGES DURING TRANSACTION. Seller agrees that no changes in any existing
leases shall be made, no new leases entered into, and no substantial alterations
or improvements to the Property shall be undertaken without the written consent
of the Buyer.
13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation, partnership,
trust, estate or other entity, the person signing this Contract on its behalf
warrants his or her authority to do so and to bind Buyer or Seller and their
heirs or successors in interest to Buyer of Seller. If the Seller is not the
vested owner of the Property but has control over the vested owner's disposition
of the Property, the Seller agrees to exercise this control and deliver title
under this Contract as if it had been signed by the vested owner.
14. COMPLETE CONTRACT. This instrument (together with this addenda, any attached
exhibits, and Seller Disclosures) constitutes the entire Contract between the
parties and supersedes all prior dealings between the parties. This Contract
cannot be changed except by written agreement of the parties.
15. DISPUTE RESOLUTION. The parties agree that any dispute or Claim relating to
this Contract, including but not limited to the disposition of the Xxxxxxx Money
Deposit and the breach or termination of this Contract, shall first be submitted
to mediation in accordance e with the Utah Real Estate Buyer/Seller Mediation
Rules of the American Arbitration Association. Each party agrees to bear its own
costs of mediation. Any agreement signed by the parties pursuant to the
mediation shall be binding. If mediation fails, the procedures applicable and
remedies available under this Contract shall apply. Nothing in this Section
shall prohibit the Buyer form seeking specific performance by the Seller by
filing a complaint with the court, serving it on the Seller by means of summons
or as otherwise permitted by law, and recording a lis pendens with regard to the
action provided that the buyer permits the Seller to refrain from answering the
complaint pending mediation. Also the parties may agree in writing to waive
mediation.
16. DEFAULT. If Buyer defaults, Seller may elect to either retain the Xxxxxxx
Money Deposit as liquidated damages or to return the Xxxxxxx Money Deposit and
xxx Buyer to enforce Seller's rights. If Seller defaults, in addition to return
of the Xxxxxxx Money Deposit, Buyer may elect to either accept from Seller as
liquidated damages a sum equal to the Xxxxxxx Money Deposit or xxx Seller for
specific performance and/or damages. If Buyer elects to accept the liquidated
damages, Seller agrees to pay the liquidated damages to buyer upon demand. Where
a Section of this Contract provides a specific remedy, the parties intend that
the remedy shall be exclusive regardless of rights which might otherwise be
available under common law.
17. ATTORNEY'S FEES. In any action arising out of this Contract, the prevailing
party shall be entitled to costs and reasonable attorney's fees.
18. DISPOSITION OF XXXXXXX MONEY. The Xxxxxxx Money Deposit shall not be
released unless it is authorized by: (a) Sections 7.1, 7.2 and 8.3; (b) separate
written agreement of the parties including an agreements under Section 15 if (a)
does not apply; or (c ) court order.
19. ABROGATION. Except for express warranties made in this Contract, the
provisions of this Contract shall no apply after Closing.
20. RISK OF LOSS. All risk of loss or damage to the Property shall be borne by
Seller until Closing.
21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth
in this transaction. Extensions must be agreed to in writing by all parties.
Performance under each section of this Contract which references a date shall be
required absolutely by 5:00 P.M., Mountain Time on the stated date.
22. COUNTERPARTS AND FACSIMILE (FAX) DOCUMENTS. This contract may be signed in
counterparts, and each counterpart bearing an original signature. Also facsimile
transmission of any singed original document and retransmission of any signed
facsimile transmission shall be the same as delivery of an original.
23. ACCEPTANCE. Acceptance occurs when Seller or Buyer, responding to an offer
or counteroffer of the other; (a) signs the offer or counteroffer where noted to
indicate acceptance; and (b) communicates to the other party or the other
party's agent that the offer or counteroffer has been signed as required.
24. OFFER AND TIME FOR ACCEPTANCE. Buyer offers to purchase the Property on the
above terms and conditions. If Seller does not accept his offer by [ ] AM [x] PM
Mountain Time, January 3, 1997 this offer shall lapse; and the holder of the
Xxxxxxx Money Deposit shall return it to the Buyer. DURBAND PROPERTIES, L.C. By:
/s/Xxxxxxx X. Xxxxxxx 1/28/97
----------------------------- ----------------
(Buyer's Signature) (Offer Reference Date)
XXXXXXX X. XXXXXXX 0 000 000-0000
Buyer's Name (Please print) (Phone)
ACCEPTANCE/REJECTION/COUNTER OFFER
[ ] Acceptance of Offer to Purchase: Seller Accepts the foregoing offer on the
terms and conditions specified above.
-------------------------- ---------------- ------------------
(Seller's Signature) (Date) (Time)
--------------------------------------
Seller's Name (Please Print)
-------------------------------------- ----------------
(Notice Address) (Phone)
[ ] Rejection: Seller rejects the foregoing offer.
__________________________(Seller's initials)________________________
__________________________(Date)_____________________(Time)
[ ] Counteroffer: Seller presents for Buyer's Acceptance the terms of Buyer's
offer subject to the exceptions or modifications as specified in the attached
Counter ----- Offer # . ------------------
DOCUMENT RECEIPT
State Law requires Broker to furnish Buyer and Seller with copies of this
Contract bearing all signatures. (One of the following alternatives must
therefore be completed).
A. [ ] I acknowledge receipt of a final copy of the foregoing Contract
bearing all signatures.
SIGNATURE OF SELLER
___________________ Date __________________________ Date
_____________________ Date ____________________________ Date
B. [ ] I personally caused a final copy of the foregoing contract bearing all
signatures to be mailed on ___________________ , 19__ by certified mail and
return receipt attached hereto to the [ ]Seller [ ]Buyer, sent
by____________________________
Seller's Initials ( ) Date_________________ Buyer's Initials ( ) Date__________
ADDENDUM/COUNTER OFFER
NO. 1
TO
REAL ESTATE PURCHASE CONTRACT
THIS IS AN [ ]ADDENDUM [ ]COUNTER OFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Reference Date of January 28 , 1997, between Durband
Properties, L.C. , as Buyer, and as Seller. The following terms are hereby
incorporated as part of the REPC, and to the extent that they modify or conflict
with any provisions of the REPC, including all prior addenda and counter offers,
these terms shall control. All other terms of the REPC, including all prior
addenda and counter offers, not modified shall remain the same:
Subject To: 1. Getting main user as a tenant for the building
2. Buyer to request an additional 30 days but $15,000 of
xxxxxxx money to go hard.
3. Buyer to be able to use the building for buyers intended use
[x] Seller [ ] Buyer shall have until 5:00 [ ]AM [x] PM Mountain Time January 31
,1997 to accept the terms of this ADDENDUM/COUNTER OFFER in accordance with the
provisions of Section 23 of the REPC. Unless so accepted, the offer as set forth
in this ADDENDUM/COUNTER OFFER shall lapse.
DURBAND PROPERTIES, L.C.
/s/ Xxxxxxx X. Xxxxxxx 1/28/97 7:00 p.m.
-----------------------
[x ]Buyer [ ]Seller Signature Date Time
------------------------
[x ]Buyer [ ]Seller Signature Date Time
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing offer ADDENDUM/COUNTER
OFFER (Initials)______________ (Date)_______________ (Time)___________ [ ]
COUNTEROFFER: [ ]Seller [ ] Buyer presents as a counter offer the terms set
forth on the attached Counter Offer # .
ADDENDUM NO. 2
TO
REAL ESTATE PURCHASE CONTRACT
THIS IS AN [ ]ADDENDUM [x ]COUNTER OFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Reference Date of January 28 , 19 97, including all
prior addenda and counteroffers between Duband Properties, L.C. , as Buyer, and
Canton Industrial as Seller, regarding the Property located at 000 Xxxx 000
Xxxxx
The following terms are hereby incorporated as part of the REPC:
1- Buyer to have 30 days to remove all contingencies (except #2 below) from
acceptance date. If Buyer at that time updates this contract all tests, reports,
appraisals,etc. was pleted by the Buyer will be given to the Seller at no cost
for the Seller.
2- Buyer to have 45 days from acceptance to remove the contingency regarding the
tenancy of the building. If a deal is not consumated with the porposed tenant to
the Seller and Seller will be free to pursue the tenant.
3- The $15,000 in xxxxxxx money will be non-refundable after 45 days of
acceptance.
4- Purchasing price to be $1,050,000
5- #2 and #3 of addendum #1 are void and of no effect
6- Closing to be on or before April 11, 1997
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counter offers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same [ ] Seller [
] Buyer shall have until 5 [ ] AM [ ] PM Mountain Time February 8 , 19 97 , to
accept the terms of this ADDENDUM in accordance with the provisions of Section
23 of the REPC. Unless so accepted, the offer set forth in this ADDENDUM shall
lapse.
_______________________________________________________________ _____________
[ ]Buyer [ ]Seller Signature Date Time [ ]Buyer [ ]Seller Signature Date Time
ACCEPTANCE/REJECTION/COUNTER OFFER/REJECTION
CHECK ONE:
[ ]ACCEPTANCE [ ] Seller [ ]Buyer hereby accepts the terms of this ADDENDUM.
[ ]COUNTEROFFER: [ ] Seller [ ]Buyer presents as a counteroffer the terms of
attached ADDENDUM NO.
______________________________________________________________________________
Signature Date Time Signature Date Time
[ ]REJECTION: [ ]Seller [ ]Buyer rejects the foregoing ADDENDUM.
______________________________________________________________________________
Signature Date Time Signature Date Time
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL. EFFECTIVE JUNE 12, 1996. IT REPLACES AND SUPERSEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
